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TMI Blog2022 (11) TMI 806X X X X Extracts X X X X X X X X Extracts X X X X ..... ACL Board and appointing Additional Aapico Nominee Directors in accordance with articles. The Applicant categorically stated at para 12 13 of the Application that pursuant to passing of the judgment by this Tribunal, the SACL Board, the Company filed Forms with the Registrar of Companies (RoC) in relation to the appointment of Appellant nominee directors and the independent directors and complied with Section 117 of the Companies Act, 2013 and the appointment of the directors reflected on the website of the Ministry of Corporate Affairs - the judgment of this Tribunal dated 02.08.2022 has been complied with in toto with regard to implementation of the resolution passed at the EGM held on 25.01.2022. This Tribunal is of the view that the Applicants are seeking entirely new reliefs and the said reliefs are in the nature of fresh cause of action and completely out of the purview of this Tribunal - the `Application is an attempt of `vexatious act , without approaching the `Proper Forum , by exercising its jurisdiction as per `Law . Application dismissed. - I.A. No. 833 of 2022 In Company Appeal (AT) (CH) No. 27 of 2022 - - - Dated:- 15-11-2022 - [ Justice M. Venugopal ] ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h Shareholders Agreement. Such conduct is not only in the face of the NCLAT judgment (which has recognised these rights) but also the well settled principles of corporate democracy. 6. The NCLAT in its judgment recognised that the EGM was validly held and the Appellant had a right of representation on the SACL Board under the AOA read with SHA. The Learned Counsel relied upon para 76 of the judgment which is reproduced hereunder: 76. For the foregoing reasons this Tribunal comes to an irresistible and inescapable conclusion that the impugned order passed by the Learned NCLT dated 29.03.2022 in CP No. 25/2022 is hereby set aside. Consequently, the Appeal is allowed with a request to the Learned NCLT to dispose of the CP No. 25/2022 within a period of one month from the date of receipt of copy of this order. The Learned NCLT [at] is liberty to decide all aspects of the respective parties uninfluenced [by] the observations made in this order. 7. He further submitted that this Tribunal observed in various paragraphs that the order passed by the NCLT by restraining the Appellants from giving effect i.e. implementing the EGM Resolution is without any proper analysis and no f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... EGM on 25.01.2022. 11. With reference to the above e-mail of erstwhile MD, the Learned Senior Counsel submitted that the nominees of the Respondent No.1 are giving a disingenuous interpretation to the NCLAT judgment. He submits that no mandatory injunction is required under law to implement the resolutions passed by the Company. Once resolutions are validly passed by a company in accordance with law, they are immediately implementable. He further submits that the pendency of the CP would not itself mean that the stay or injunction on the EGM resolutions continues and that the same cannot be acted upon. If the Respondents view is accepted it would seriously obstruct the functioning of the company and render corporate democracy nugatory. Therefore, it is unsustainable in law to contend that the EGM resolution cannot be acted until the NCLT gives a final order in the CP. 12. The Learned Senior Counsel further submitted that this application is inconsequence of and to ensure compliance with the NCLAT judgment and the present application is in furtherance of the judgment passed by this Tribunal. 13. In view of the reasons as stated above, the Learned Counsel prayed this Bench ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... application under Rule 31 and 11 of NCLAT Rules, 2016 are not maintainable for the reason that Rule 31 of NCLAT Rules expressly confines the power to pending matters. However, the appeal is not a pending appeal and no recourse can be taken to Rule 31 post disposal of the appeal. With regard to maintainability of the present application under Rule 11 of NCLAT Rules, the Learned Counsel relied upon decision of this Tribunal in Agarwal Coal Corporation Pvt. Ltd. Vs. Sun Paper Mill Pvt. Ltd. (2021) SCC Online NCLAT 367. The Tribunal held as under: The Applicant / Appellant cannot fall back upon Rule 11 of the NCLAT Rules, 2016 which provides for inherent powers . In fact, Rule 11 of NCLAT Rules, 2016 is not a substantive Rule which showers any power or jurisdiction upon the Tribunal . 17. The Learned Counsel further submitted that under the guise of present application what is sought for is to review the order and get certain directions which were not forming part of original appeal or prayers of either parties. Such power and this Tribunal did not also deem fit to grant at the first instance. The Learned Counsel relied upon the judgment of the Hon ble Supreme Court on the p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... grieved by the aforesaid interim order, the Appellant being the Respondent before the NCLT filed the Appeal bearing No. 27 of 2022 with the following main reliefs: (a) Set aside the order dated 29.03.2022 passed by the Hon ble NCLT, Division Bench, Chennai in Company Petition No. 25/2022; or (b) Grant any other reliefs and pass any other orders as this Hon ble Tribunal may deem fit and proper in the facts and circumstances of the case and in the interest of justice; and (c) for costs. 25. The Appeal was contested by the Respondent/Petitioner and after hearing the Appeal elaborately this Tribunal allowed the Appeal on 02.08.2022 by setting aside the order passed by the NCLT dated 29.03.2022. 26. The Learned NCLT vide order dated 29.03.2022 restrained implementing or giving effect the resolutions purportedly passed at the EGM held on 25.01.2022. The NCLT did not restrained from convening and holding the EGM scheduled on 25.01.2022, however, only restrained from implementation of the resolutions passed at the EGM till the disposal of the CP. 27. It is to state that the SGAH (Sakthi Global Auto Holdings Limited) on 15.11.2021 issued a requisition under Section ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s may be prescribed. 33. Thus, the judgment of this Tribunal dated 02.08.2022 has been complied with in toto with regard to implementation of the resolution passed at the EGM held on 25.01.2022. 34. It is made clear that the Appeal before this Tribunal is restricted to the relief that the interim order passed by the NCLT dated 29.03.2022 to be set aside and this Tribunal in its judgment dated 02.08.2022 allowed the Appeal by setting aside the order of the NCLT dated 29.03.2022. It is further made clear that no other reliefs sought in the Appeal and with the disposal of the Appeal this Tribunal becomes functus officio. 35. The Learned Senior Counsel for the Applicant contended that the Respondents have prevented the newly constituted Board from accessing the company / factory premises and the records / servers /books of accounts of the company, and also contended that the newly formed board unable to take any steps to meet Company s (SACL) compliances under law including filing of Annual Returns, Financial Statements with the RoC and appointment of Statutory Auditors, hold Annual General Meetings etc. Further, it is contended that new board is facing as eminent risk of civi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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