9911796707
TMI Blog2022 (11) TMI 1157X X X X Extracts X X X X X X X X Extracts X X X X ..... aining the 2nd and 3rd Respondents from acting / conducting the affairs of the 1st respondent company and directing them to hand over the assets and records of the 1st Respondent Company including disclosing the details of all assets/properties/monetary transactions and accounts to the petitioner - directing an independent enquiry / investigation into the affairs of the 1st Respondent Company, by appointing an Independent Auditor - whether 1st Respondent is a member of the Proforma Respondent No.2, as defined under Section 2 (55) of the Companies Act, 2013, or not - plea of the Appellants that only a Member can prefer and maintain a Petition under Section 241-242 of the Companies Act, 2013. HELD THAT:- It is to be pointed out that Section 244 of the Companies Act, 2013, prescribes the Qualification of Members, who shall have a Right to Apply, as per Section 241 of the Act, 2013, in respect of a Petition for an Oppression or Mismanagement - An Ex-facie evidence pertaining to the Shares, can be (a) the Share Certificate or (b) Even the Register of Members. However, in the absence of a Share Certificate or an Entry in the Register of Members, also if an Individual can prove that certa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt case (especially, according to the 13th Respondent / RoC, Telangana, Hyderabad, an inquiry under Section 206 of the Companies Act, 2013, is under progress and consideration by the Government of India, Ministry of Corporate Affairs against the 1st Respondent/TSIIC/Petitioner/Company and as well as against the Appellant/M/s. Emaar Hills Township Pvt. Ltd/Company in Comp. App. (AT) (CH) No. 84 of 2022, this Tribunal comes to a consequent cock sure conclusion that the main CP/36/2021, filed by the 1st Respondent/TSIIC/Petitioner, before the Tribunal (National Company Law Tribunal, Hyderabad Bench-II, Hyderabad), is exfacie maintainable in Law. Appeal disposed off. X X X X Extracts X X X X X X X X Extracts X X X X ..... Court would clearly establish that the Petitioner i.e. TSIIC is an instrumentality of the State covered under Article 12 of the Constitution of India. The following decisions would support us in this particular view: i. Rajasthan State Electricity Board Vs. Mohan Lal and Others (AIR 1967 SC 1857), which says that Electricity Board of Rajasthan is "State" within the definition of Article 12, under the expression "other authorities", wherein interpretation of Rule of ejusdem generics is not applicable. ii. State of Punjab Vs State of Jalandhar & Ors (AIR 1979 SC 1981) iii. RD Shetty Vs The Indian International Airport Authority of India and Others (AIR 1979 SC 1628): this judgment said that the Government which represents the executive authority of the State, may act through the instrumentality or agency of natural persons or it may employ the instrumentality or agency or juridical persons to carry out its functions. In the early days, when the Government had limited functions, it could operate effectively through natural persons constituting its civil service and they were found adequate to discharge governmental functions, which were of traditional vintage. iv. The Gujr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d that the conduct of the Respondent Company i.e., Emaar Hills Township Private Limited with the Petitioner is certainly an act of recognizing TSIIC as the shareholder of the Respondent Company. 28. In addition to the above, Section 53 of A.P. State Reorganisation Act, 2014, also clearly establishes that the assets of the erstwhile industrial entities or commercial entities would automatically become the assets of the new entities established by the State of Telangana. Therefore, what we intend to reiterate here is that the legal position of the Petitioner Company i.e., TSIIC as an instrumentality of the State covered under Article 12 of the Constitution of India coupled with the conduct of the Respondent Company in treating the TSIIC as their shareholder and holding meetings in their office, issuing notices of General Meetings to TSIIC which clearly establish that the ground on which the Respondent Company is questioning the locus standi of the Petitioner is marred by wrongful intention and they are trying to escape the probable enquiry into the affairs of the Company, 29. The argument of the Respondents that an earlier petition filed by the APIIC for oppression and mismanag ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ermane Facts : 3. The '1st Respondent'/'TSIIC'/'Petitioner' had filed CP/36/241- 242/HDB/2021 (under Sections 213, 241-244 of the Companies Act, r/w. Rule 11, 32, 34, 52 & 81 of NCLT Rules, etc.,), before the 'National Company Law Tribunal', Hyderabad Bench), against the '1st Respondent'/'Emaar Hills Township Private Limited' (Appellant in Comp. App (AT) (CH) No.84 of 2022), the '2nd Respondent'/'Emaar Properties PJSC' (Appellant in Comp. App (AT) (CH) No. 87 of 2022) had sought the following reliefs: "(a) Declaring the purported Development Agreement cum General Power of Attorney entered into between the '1st Respondent Company' /'Emaar Hills Township Private Limited' (Appellant in Comp. App (AT) (CH) No.84 of 2022) and Emaar MGF Land Ltd. (11th Respondent) as 'null and void'; (b) In directing the '2nd Respondent' /'Emaar Properties PJSC' (Appellant in Comp. App (AT) (CH) No. 87 of 2022 ) and '3rd Respondent' (Emaar Holdings) to truly and properly account for all the monies realized by them by sale of properties in the Township Project, either directly or through the said 'Emaar MGF Land Ltd.' or any other entry; (c) In granting an 'Order' of injunction restraining the 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... integrated Project at Manikonda Village, comprising of a Golf Course and mixed use (Golf Course, Residential and Commercial Development and Boutique Resort Hotel) and Convention Centers cum Exhibition Complex (referred to as Integrated Project) and the said Project was to boost Tourism and Development in the United State of Andhra Pradesh which would contribute to generate revenues. 7. The Learned Counsel for the '1st Respondent'/'TSIIC'/'Petitioner' points out that three 'Expressions of Interests' were called by the then 'State of Andhra Pradesh' on 05.04.1999. 30.03.2000 and 26.07.2001 respectively, from various 'Bidders' for the development of the Project, for establishment of the 'Integrated Project'. Out of three Bidders (to the 'Last Expression of Interest'), the '2nd Respondent'/'Emaar Properties PJSC' ('Appellant' in CA AT CH No. 87 of 2022) was selected as the 'Successful Bidder' by the State Government to implement the said 'Project'. 8. It transpires that the then 'Government of Andhra Pradesh', issued a G.O.M.S.359 dated 04.09.2022 of the Industries and Commerce Department, setting out the implementation structure of the 'Integrated Project'. In fact, the '1st Respond ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Integrated Project by the formation of three SPVs instead of two SPVs, but the basic character and role of the Parties, remained the same. 12. The stand of the '1st Respondent'/'TSIIC'/'Petitioner' is that, as per the terms of the 'agreement', entered in to between the 'Parties', the 'Appellant' (in CA (AT) (CH) No.84 of 2020)/'Emaar Hills Township Private Ltd.'(1st Respondent in MA/21/2021 in CP/36/2021) is not having any 'Right of Assignment', relating to the 'Integrated Project', as per Clause 6.11 of the 'Collaboration Agreement'. Also that, Clause 23 fastens a specific restrictions to the 'Parties', from assailing their rights and obligations to a 'Third Party' under any circumstances whatsoever. As per Clause 3.1(C)(iii), the 'Appellant' / 1st Respondent is not to carry on any operation or business or otherwise entered in to any Agreement or Arrangement with any person or incur any liability, which may have material bearing on the Financials of the 'Appellant' / 'M/s. Emaar Hills Township Pvt. Ltd.' ('1st Respondent'), without the prior written consent of the 'Parties'. 13. The '1st Respondent'/'TSIIC'/'Petitioner' had averred in the main Company Petition that the 'Appe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ect to a 'Third Party'. 18. In fact, the Appellant/Emaar Properties PJSC (2nd Respondent) through Letter dated 02.05.2005, had requested the 'APIIC' to consider to allow 'Fairbridge Holdings Ltd.,' to take 34% Equity out of 74% Equity, which the 3rd Respondent held in the 'Appellant' / M/s. Emaar Hills Township Pvt. Ltd., but the same was rejected by 'APIIC'. 19. The 'Appellant'/'Emaar Properties PJSC'/'2nd Respondent', had conceived a mechanism by transferring the substantial rights in the Project land, to its 'Group Company' / '11th Respondent'. In reality, the 2nd Respondent (Emaar Properties PJSC) and 3rd Respondent (Emaar Holdings), executed a Development Agreement dated 03.11.2006, in favour of the 11th Respondent ('an Entity'), wherein the whole Project was to be undertaken by the '1st Respondent/Emaar Hills Township Pvt. Ltd.', was hived of to the '11th Respondent', thereby making the 'Appellant'/'1st Respondent' / 'Emaar Hills Township Pvt. Ltd.', as a 'Shell Company'. In violation of the 'Collaboration Agreement' and the 'Shareholders Agreement', the execution of the said Agreement was made in favour of the '11th Respondent'. 20. It is the case of the '1st Respondent'/ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oject' to the '11th Respondent', who had no financial standing to take up the Project since it mortgaged the 'Assets' of the '1st Respondent'/'TSIIC'/'Petitioner', in favour of the '12th Respondent/Bank', to raise funds through Term Loan of Rs.150 Crore, the 'Fund Raising', could have been made by the 'Appellant'/'M/s. Emaar Hills Township Private Limited'. 26. Indeed, no permission was granted by the '1st Respondent'/'TSIIC'/'Petitioner' in respect of the mortgaging of the subject lands and the 'Respondent Nos. 2 & 3' ('Emaar Properties PJSC' and 'Emaar Holdings') had not approached the 'APIIC'. 27. The mortgaging of the 'Assets' of the 'Appellant/M/s. Emaar Hills Township Pvt. Ltd./1st Respondent' is in 'breach of the 'Collaboration Agreement' and the 'Provisions of the Companies Act'. Besides this, no appointment of an Independent Engineer and an Independent Auditor were made for the functioning and execution of the Integrated Project in a transparent manner. 28. It is the version of the '1st Respondent'/'TSIIC'/'Petitioner' that the Share Capital of the 11th Respondent is substantially held by the 2nd & 3rd Respondents and such an interest was to be disclosed to the Board of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2nd Respondent had entered in to an Agency Agreement dated 29.01.2005 with M/s. Stylish Home Private Limited on behalf of the 'Appellant'/'M/s. Emaar Hills Township Pvt. Ltd.' for selling the Villa Plots in the integrated Project, about which, the 'APIIC' knew it only on 02.09.2010, when the 'Appellant/M/s. Emaar Properties PJSC' ('2nd Respondent') had enclosed the copy of the said Agreement vide Letter dated 02.09.2010, addressed to the 'APIIC'. In fact, even before the 'Transfer' of Land to the 'Appellant'/'Emaar Properties PJSC' (2nd Respondent) had executed such an Agreement and no information was ever disclosed to 'APIIC'. 34. On the side of the 1st Respondent/TSIIC/Petitioner, a plea is taken that 'APIIC' had filed a 'Suit for Rendition of Accounts and for the relief of Injunction', against the 11th Respondent in O.S.No. 655 of 2010 before the Learned II Additional Judge, City Civil Court, Hyderabad, for selling / entering into 'Sale Agreements' of the subject properties, without any 'Right / Title / Interest', and the 'Suit' was dismissed for 'Default', on 04.10.2018, and for the 'Restoration of Suit', IA 1764 of 2018 was filed by APIIC and that the 1st Respondent/TSIIC/Pe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Law Board, Chennai (u/n. Sections 397 & 398 r/w. Section 402 & 403 of Companies Act, 1956) and the same was transferred to the 'Tribunal' ('NCLT', Hyderabad) and the same was disposed of on 06.04.2017, by granting 'Liberty' to the '1st Respondent'/'TSIIC'/'Petitioner' to file a 'Petition' on the basis of earlier cause of action, with additional material facts, if any. MA/21/2021 in CP/36/2021: 39. In fact, the '1st Respondent'/'TSIIC'/'Petitioner' in MA/21/2021 in CP/36/2021 (u/n. Section 241-242 of the Companies Act, 2013 r/w. Rule 11 of the NCLT Rules, 2016), against the Respondents had prayed for the under mentioned 'interim reliefs': (a) In directing the Respondent Nos. 2 and 3, their officers, representatives, assignees or any other of their entities and their nominee Directors in the 1st Respondent Company, to not, in any manner, deal with or otherwise dispose of or encumber, alienate, transfer and/or create third party interest in the assets and properties of the 1st Respondent Company; (b) In restraining the Respondents from commencing or proceeding directly or indirectly with any kind of activity on the property belonging to the 1st Respondent Company; (c) In a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3 of the Andhra Pradesh Reorganisation Act, 2014, is equally misplaced, because of the fact that as per Section 53 of the Act, the location of the property is the basis for an 'apportionment'. Because of the fact that the land is transferred to the 'Appellant' / 'Emaar Hills Township Pvt. Ltd.' (1st Respondent) in lieu of consideration, the location of the land cannot be the basis for an 'apportionment'. As per Section 68 of the Andhra Pradesh Reorganisation Act, 2014, the Successor States shall 'apportion' the 'Assets', 'Rights' and 'Liabilities' of the Corporations, mentioned in the IX Schedule, as provided for by Section 53 of the 'Act'. 43. There is an 'Arbitration Clause' in the 'Agreements', Viz. under the 'Shareholders' Agreement dated 28.12.2005, executed between the 'Appellants' and the 'Third Respondent' and 'APIIC' and hence, the 'Tribunal' has no 'jurisdiction' to 'entertain' the 'Company Petition'. 44. On behalf of the 'Appellant' (M/s. Emaar Hills Township Pvt. Ltd.) / '1st Respondent', a reference is made to the 'Memorandum of Understanding 06.11.2002, which reads to the following effect: (G) "The Sponsor has selected the Developer through a process of competitive ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... desh had issued a Letter dated 04.06.2007 (through Secretary IT & C Department), confirming that the State Government had no objection in regard to the request of the 'Appellant'/'1st Respondent' (M/s. Emaar Hills Township Pvt. Ltd.), relating to the inclusion of the 11th Respondent as Developer for the 'Project'. 50. The 'Ministry of Commerce & Industry', Govt. of India, as per Letter dated 19.06.2007, had approved the 11th Respondent, for providing infrastructure. Also that, the 'APIIC' had caused a 'Notice' dated 29.10.2010 to 'Appellant'/'Emaar Properties PJSC' (2nd Respondent), calling upon it, to rectify the breaches, failing which the 'Collaboration Agreement', would be terminated. The 'Appellant'/'Emaar Properties PJSC' (2nd Respondent) gave a 'Reply' dated 08.12.2010 stating the manner in which the Developer had invested approximately Rs.900 Crores in the Project and as to how the interest of the 'Appellant'/'1st Respondent' (M/s. Emaar Hills Township Pvt. Ltd.) was not compromised in any manner, by virtue of an Agreement with the Developer. 51. When the 'Appellant'/'Emaar Properties PJSC' (2nd Respondent) had made a request to 'APIIC' to initiate the process of Concilia ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Ltd.')/'Company'. 55. Continuing further, based on the 'Replies' of the 'Appellant'/'1st Respondent' (M/s. Emaar Hills Township Pvt. Ltd.), further action on 'Inquiry', is under progress. In regard to 'APIIC', an 'Inquiry' as per Section 206 (4) of the Companies Act, 2013, was ordered by the Govt. of India, and a Notice was issued to the Company. 56. When the transactions of 'APIIC' with the 'Appellant'/'1st Respondent' (M/s. Emaar Hills Township Pvt. Ltd.), were taken up during the 'Inquiry', the 'Registrar of Companies', was informed that the '1st Respondent'/'TSIIC'/'Petitioner' is the entity now handling the issues pertaining to the 'Appellant'/'1st Respondent' (M/s. Emaar Hills Township Pvt. Ltd.). The Office of RoC, Telangana /13th Respondent had suggested to the Govt. of India (Ministry of Corporate Affairs) that an 'Inquiry' be ordered against the '1st Respondent'/'TSIIC'/'Petitioner', (instead of 'APIIC'). 57. According to the 13th Respondent (RoC, Telangana), an 'Inquiry' is under consideration against '1st Respondent'/'TSIIC'/'Petitioner' as well as against the 'Appellant'/'1st Respondent' (M/s. Emaar Hills Township Pvt. Ltd.). Further, the prayer of the '1st Respond ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ment of the 9 lacs shares out of the said 10 lacs shares and also the pledge of 3,50,000 shares out of the said 10 lacs shares with the Government of Uttar Pradesh as security for the loans advanced by it. The total paid-up equity share capital of the Polytex Company is Rs. 3,90,00,000 (39,00,000 shares of Rs. 10 each) and it is not disputed that if the 10 lacs shares held by the Cotton Mills Company are omitted from consideration, the remaining requisitionists would not have sufficient voting strength to issue a notice under section 169 of the Act. The appellants contend that the Cotton Mills Company could not, therefore, join the other requisitionists in issuing the notice under section 169 of the Act calling upon the Polytex Company to call the extraordinary general meeting and without the support of the shares held by the Cotton Mills Company, the remaining requisitionists would not have been eligible to requisition the meeting. The material part of section 169 r.f the Act reads: Calling of extraordinary general meeting on requisition. 169. (1) The Board of directors of a company shall, on the requisition of such member or members of the company as is specified in sub-sectio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Sections 397 and 398 is clearly to ensure that frivolous litigation is not indulged in by persons who have no real stake in the company. However, it is of interest that the English Companies Act contains no such limitation. What is required in these matters is a broad common-sense approach. If the Court is satisfied that the petitioners represent a body of shareholders holding the requisite percentage, it can assume that the involvement of the company in litigation is not lightly done and that it should pass orders to bring to an end the matters complained of and not reject the Petition on a technical requirement. Substance must take precedence over form. Of course, there are some rules which are vital and go to the root of the matter which cannot be broken. There are others which are directory where noncompliance may be condoned or dispensed with provided there is substantial compliance with the rules read as whole and no prejudice is caused. (Paras 19 and 48) 63. The Learned Counsels for the Appellant adverts to the judgment of this Tribunal in Capt. Valdamannati Jaya Pushpakumar vs. Madras Race Club (CA (AT) (CH) No. 17/2022 at paragraph 65, it is observed as under: 65. " ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s'. Furthermore, the '1st Respondent'/'TSIIC', had sought to justify that the 'Shares' could be transferred either by 'Transmission' or 'Transfer' and this is a 'contradiction' to the stand taken by the '1st Respondent'/'TSIIC', not only before the 'Tribunal', but also before the 'Appellate Tribunal', wherein it was mentioned that the 'Transmission of Shares' from 'APIIC' to 'TSIIC' stood completed by 'Operation of Law'. 69. It is the contention of the Appellant that '1st Respondent'/'TSIIC' has not emerged as a demerged or a successor of 'APIIC', but has been a freshly 'Incorporated Entity', which came into being, after the bifurcation of the united State of Andhra Pradesh. Therefore, it is the stand of the 'Appellant' that the '1st Respondent'/'TSIIC' does not hold the 'Shares' of the Appellant' and as such, is not entitled to maintain a 'Petition' under Section 241-242 of the Companies Act, 2013. On behalf of the Appellant, a reference to the extract of Paragraph 14 of the 1st Respondent/TSIIC's Counter Affidavit is pointed out, which proceeds to the following effect: "14 ……… The Appellant has harped on incompletion of the transmission of the shares and i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion that the 'Notices' were addressed to Mr. Narasimha Reddy, who is currently sitting in '1st Respondent'/'TSIIC's Offices'. 76. Moreover, Mr. Reddy was nominated as a 'Director', as per 'Letter dated 20.08.2014 by 'APIIC' and continues to be the 'Representative' of the 'APIIC', on the Board of the Appellant and the said 'Letter' is still subsisting and in force. 77. The Learned Counsels for the Appellant submit that 1st Respondent/TSIIC is not a 'Member' of the 'Appellant'/'Company' and does not qualify the 'Statutory' requirements as per Section 244 of the Companies Act, 2013, to maintain a 'Petition' under Section 241-242 of the Companies Act, 2013. 78. The Learned Counsels for the Appellant takes a stand that the 'Appellant' had not made 'any submissions' on the merits of the 'Dispute' or in relation to the 'interim reliefs' prayed for in MA/21/2021 by the '1st Respondent'/'TSIIC'. The 'Tribunal' had not adverted to the 'Notes of Submissions', filed by the 'Appellant', together with the decisions relied on by the 'Parties' and in reality, the 'impugned order' is a drastic and a serious one, amounting to the grant of final relief. 79. Besides this, the 'Tribunal' in the 'im ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... move the continuance of harm or reasonable probability of injury to the 'interests of Company' or to the wider injury of 'public interests'. 64. Admittedly the main Company Petition C.P.393 of 2019 before the National Company Law Tribunal, Chennai Bench was filed on 14.03.2019. The 'Respondents' have raised issues in regard to the maintainability of the main Company Petition No.393/2019 on the file of the 'Tribunal' and the same is pending for 'Adjudication'. In fact, the plea of bar of the C.P.393 of 2019 (2nd Petition) being filed after the earlier C.P.32 of 2017 filed by the 1st Appellant as 1st Petitioner was withdrawn on 02.08.2017, with no liberty being granted by the 'Tribunal' to file fresh Petition, is taken by the Respondents 1 to 4 in their 'Interim Counter' filed in pending C.P.393 of 2019. It is not in dispute that an unnumbered Application dated 15.04.2019 seeking to rectify the error committed by the 'Petitioners' therein is pending before the 'Tribunal'. 65. The 'Tribunal' passed an Interim Order on 16.04.2019 in main Company Petition No.393/2019 to the effect that keeping in view ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r the 'Appellant' relies on the decision of the Hon'ble Supreme Court of India in Bank of Maharashtra v. Race Shipping and Transport Co. (P) Ltd., reported in 1995 3 SCC at Page 257; Spl Pg: 262, wherein at Paragraphs 10 and 11, it is observed as under: 10. "By the interim order the High Court has directed the appellant-Bank to credit a sum of Rs. 95,000 in the Current Account No. 318 of Respondent 1. The High Court has recorded that respondent through their counsel had given an undertaking to bring back the amount if the Court so desires. The said interim order, in substance, grants the relief which the respondent would have been given at the final stage in the event of their writ petition being allowed by the High Court. 11. Time and again this Court has deprecated the practice of granting interim orders which practically give the principal relief sought in the petition for no better reason than that a prima facie case has been made out, without being concerned about the balance of convenience, the public interest and a host of other considerations, [See : Asstt. CCE, Dunlop India Ltd (1985) (1) SCC 260, 265; State of Rajasthan v. Swaika Properties, (1985) 3 SCC 217, 224." ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... narrow compass, we request the High Court to dispose of the matter as early as practicable, preferably within six months from the date of receipt of this judgment." 86. The Learned Counsels for the Appellant advert to the decision of the Hon'ble Supreme Court of India in Asst. Collector of Central Excise, West Bengal v. Dunlop India Ltd. & Ors., reported in 1985 (1) SCC at Page 260; Spl Pgs.: 265 to 267, wherein at Paragraph 5, it is observed as under: 5. "We repeat and deprecate the practice of granting interim order which practically give the principal relief sought in the petition for no better reason than that a prima facie case has been made out, without being concerned about the balance of convenience, the public interest and a host of other relevant considerations. Regarding the practice of some clever litigants of resorting to filing writ petitions in far-away courts having doubtful jurisdiction, we had this to observe [SCC para 2, p. 648 : SCC (Cri) pp. 350-351]: "..... Having regard to the fact that the registered office of the Company is at Ludhiana and the principal respondents against whom the primary relief is sought are at New Delhi, one would have expec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ermits had been cancelled or suspended by Transport Authorities. We have come across cases where liquor shops are being run under interim orders of court. We have come across cases where the collection of monthly rentals payable by Excise Contractors has been stayed with the result that at the end of the year the contractor has paid nothing but made his profits from the shop and walked out. We have come across cases where dealers in food grains and essential commodities have been allowed to take back the stocks seized from them as if to permit them to continue to indulge in the very practices which were to be prevented by the seizure. We have come across cases where land reform and important welfare legislations have been stayed by courts. Incalculable harm has been done by such interim orders. All this is not to say that interim orders may never be made against public authorities. There are, of course, cases which demand that interim orders should be made in the interests of justice. Where gross violations of the law and injustices are perpetrated or are about to be perpetrated, it is the bounden duty of the court to intervene and give appropriate interim relief. In cases where de ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e there seems to be contrary stand taken by 'APIIC' and 'TSIIC', in regard to the 'ownership' of the 'Appellant' as 'APIIC' through its 'Letter' issued on 02.09.2022 has claimed 'rights' over 26% of the Appellant's Shareholding and that till date, there is no 'consensus' between the two Governments as to the status of the 'Shares'. 89. The Learned Counsels for the Appellant urges that neither the 'impugned order' contemplate regulating the company affairs nor does it mention that reason for passing such a 'drastic order', and further that the nature of granting the substantive 'Interim Reliefs, which are in the nature of final reliefs or without even providing an 'opportunity', to the 'Appellant', to project his case on merits of the 'main Company Petition' and hence, the same is liable to be set aside by this 'Tribunal' in 'Appeal'. 1st Respondent Contentions (in Comp. App (AT) (CH) Nos. 84 & 87 of 2022: 90. The Learned Additional Advocate General for the '1st Respondent'/'TSIIC' submits that the 'Tribunal' had extracted the 'Letter' dated 11.04.2016, issued by the 'Appellant', to drive home the point that the Respondent had informed the 'Appellant' in the Year 2016, that conseq ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e, the plea of the '1st Respondent/Petitioner' is that the 'Appellant'/'1st Respondent' had recognized the '1st Respondent/Petitioner' as a 'Shareholder' of the 'Appellant'/'Company'. 96. It is projected on the side of the 1st Respondent/Petitioner that the 'Tribunal' had extracted the note appended to the Accounts of the Company for the Year ended 31.03.2019, as per which, it was clearly mentioned that '1st Respondent'/'TSIIC' had taken over the activities of 'APIIC' in so far as it relates to the 'State of Telangana' and is the 'Beneficial Owner' of the 'Shares'. 97. It is pointed out on behalf of the 1st Respondent/Petitioner that the 'Tribunal' had held that 'the state is bifurcated in to two states and in view of the formation of the state of Telangana, the new entity called 'TSIIC' has been incorporated to take over the activities of 'APIIC', so far as it relates to the 'State of Telangana' that means, all the assets, including the land bank held by the APIIC which are situated in the state of Telangana shall automatically become the properties of the TSIIC, as per 'Section 53 of Andhra Pradesh Reorganisation Act, 2014'. 98. The Learned Additional Advocate General for the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ets' (i.e., APIIC's shareholding in the Companies) is provided in the Act, the consequent transfer of shares from 'APIIC' to 'TSIIC' will be by way of operation of law. Further, the Hon'ble Courts have distinguished between the term "transfer" and the phrase "transmission by operation of law". 100. Added further, it is the stand of the 1st Respondent/Petitioner that the term "transmission by operation of law" covers those cases where a person or authority acquires interest in the property, by operation of law, without any voluntary act on his part and a reference is made to the decision of the Hon'ble High Court of Allahabad in Maheswari Khan Sugar Mills (P) Ltd. & Ors. v. Ishwari Khetan Sugar Mills & Ors., reported in (AIR 1965 All Page 135) at Spl Pgs.: 140 & 141, wherein at paragraphs 23 to 27, it is observed as under: 23. "An exception was, however, made in the case of shares "transmitted by operation of law". This continued to be the law of England even after a new Act was passed in 1948. Corresponding provision is contained in Section 75 of the English Companies Act, 1948. 24. A provision similar to Section 63 of the English Companies Act, 1929, was made in the Indian A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed, though both kinds of transfers were listed under a common sub-head "transfer and transmission of shares". "Transmission by operation of law" thus covers those cases where a person or authority acquires an interest in the property, by operation of law, without any voluntary act on his part. 27. It shall be found that Section 108 of the Companies Act, 1956, is not exhaustive nor was Section 34(3) of the amended Indian Companies Act, 1913, exhaustive. They cover only two kinds of transfer of shares viz., under an instrument of transfer duly stamped and executed by the transferor and the transferee and transmission by operation of law. There are other instances of a person acquiring title to the shares of a company. A joint Hindu family can own shares and at the time of separation there shall be an actual partition of shares among the members thereof. Prior to the partition each and every member of the joint family has an interest in all the shares but after partition they become sole owners of the shares allotted to them, partition of property can be with or without the intervention of the court, and it is not necessary that formal instruments or transfer of shares be drawn up. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... operation of law. The appellant challenges the correctness of these findings. 3. The courts below concurrently found that the 7500 shares were held by the Maharaja in his capacity as ruler of the State of Mayurbhanj. This finding is amply supported by the documentary evidence on the record and is no longer challenged. The State of Mayurbhanj was one of the feudatory States of Orissa under the suzerainty of the British Crown. As from August 15, 1947, with the declaration of independence the paramountcy of the British Crown lapsed. Thereafter, steps were taken for the integration of the State with the Dominion of India. On October 17, 1948, the Maharaja of Mayurbhanj signed an agreement for the merger of the State with the Dominion. By Article 1 of this agreement, the Maharaja completely ceded to the Dominion his sovereignty over the State of Mayurbhanj as from November 9, 1948. Article 4 of the agreement allowed the Maharaja to retain the ownership of his private properties only as distinct from the State properties. On and from November 9, 1948, as a necessary consequence of the cesser of sovereignty all the public properties of the State including the 7,500 shares in the compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nstrued. In the instant case, the title to the shares vested in the State of Orissa by operation of law, and the State did not require an instrument of transfer from the Maharaja to complete its title. Article 11 does not confer upon the Board of Directors a power to refuse recognition of such a devolution of title. We may add that we express no opinion on the question whether such an article applies to an involuntary transfer of shares by a Court sale having regard to the provisions of Order 21, Rule 80 of the Code of Civil Procedure with regard to the execution of necessary documents of transfer. 8. Though the State of Orissa had acquired title to the shares by operation of law, by way of abundant caution it obtained a deed of transfer and lodged it with the company together with the share scrip. The transfer deed was duly stamped and complied with all the formalities required by law. The claim of the State of Orissa based upon the transfer deed was within the purview of Article 11. Even with regard to this claim, the Courts below concurrently held that the Board of Directors acted mala fide in refusing to register the transfer. This finding is amply supported by the materials ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at there was no automatic transmission of shares in the case of death of a shareholder to his legal heir and representatives, and the Board has a discretion and can refuse to register the shares. Hence, the legal representatives had no locus standi to maintain an application under Sections 397 & 398 of the Act. Mr. Nariman submitted that the rights under Sections 397 & 398 of the Act are statutory rights and must be strictly construed in the terms of the Statute. The right, it was submitted, was given to "any member" of a company and it should not be enlarged to include "any one who may be entitled to become a member". 19. Mr. Nariman submits that in view of the specific provisions of Section 397 of the Act only a member is entitled to move a petition under Sections 397 and 398 of the Act and that member is one whose name is in the register of members in view of Section 41 of the Act, as mentioned hereinbefore. In this connection, it was emphasised that not only must the applicant be a member but in terms of Section 399 of the Act, he has to fulfil the conditions laid down under clauses (a) and (b) of Section 399 of the Act. These should be construed so as to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the Calcutta High Court analysed the position in the case of Kedar Nath Agarwal v. Jay Engineering Works Ltd. and Ors., [1963] 33 Comp. Cas 102 (Cal), to which our attention was drawn. 26. Admittedly in the present case, the legal representatives have been more than anxious to get their names put on the register of members in place of deceased member, who was the Managing Director and Chairman of the company and had the controlling interest. It would, therefore, be wrong to insist their names must be first put on the register before they can move an application under Sections 397 and 398 of the Act. This would frustrate the very purpose of the necessity of action. It was contended on behalf of the appellant before the High Court that if legal representatives who were only potential members or persons likely to come on the register of members, are permitted to file an application under Sections 397 and 398 of the Act, it would create havoc, as then persons having blank transfer forms signed by members, and as such having a financial interest, could also claim to move an application under Sections 397 and 398 of the Act. The High Court held that this is a fallacy, that in the ca ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... inquiry as to "How Andhra Pradesh Industrial Infrastructure Corporation (APIIC) was cheated out of equitable benefits from township project being executed along with its Joint Venture partner EMAAR properties". Further, Vigilance Department of Andhra Pradesh Government found that entire project was transferred by developer EMAAR properties to EMAAR MGF with all rights and both the above developments were not brought to the notice of the Government and ARC. Also during the course of such inquiry it is found that APIIC stake in this project was reduced to 46% and profit sharing to 5%. A loss of Rs.5,000/- Crore was incurred by the exchequer. In this regard, you are directed to provide the details of each such inquiry and explanations to the discrepancies found during such inquiry. As per the MoU, collaboration agreement the share-holding between Emaar and State Government (represented by its nodal agency i.e., TSIIC Ltd / APIIC Ltd) is 74% and 26%. The shareholding pattern is attached herewith. From the date of inception to till date, the shareholding structure remained same. The inquiry notice and submissions are attached. Annexure No.1 1. Vigilance Order and Submissions 2. Shareho ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tisfied with the 'impugned order' dated 25.07.2022 in M.A.No.21/2021 in C.P. No.36/2021, passed by the 'National Company Law Tribunal', Hyderabad Bench-II, Hyderabad. Appellants' Contentions: 109. The Learned Senior Counsel for the Appellants/Respondent Nos. 2 and 3 submit that the '1st Respondent' is not a member of the 'Proforma Respondent No.2', as defined under Section 2 (55) of the Companies Act, 2013. Further, it is the plea of the 'Appellants' that only a 'Member' can prefer and maintain a 'Petition' under Section 241-242 of the Companies Act, 2013. 110. It is projected on the side of the Appellants that the 'impugned order' dated 25.07.2022 in M.A.No.21/2021 in C.P. No.36/2021, passed by the 'National Company Law Tribunal', Hyderabad Bench-II, Hyderabad, is completely contrary to the legal basic provisions of the Companies Act, 2013. Moreover, according to the 'Appellants', the 'Minutes of the Meeting' dated 16.06.2016, are of no help / assistance to the '1st Respondent/TSIIC' and that the 'Tribunal' had 'committed an error', in placing the reliance upon the same. 111. It is represented on behalf of the Appellants that in the absence of the 'Original Share Certificates ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r, by granting the relief of compensation to the '1st Respondent'/'TSIIC', at an interim stage. 117. It is the clear cut stand of the Appellants that the 'interim reliefs' can only be granted in aid of and as 'incidental' / 'ancillary' to the 'Main' / 'Final Relief' that was prayed for in the 'Company Petition'. Also that, the impugned order does not contemplate regulating the 'Company Affairs' and it does not spell out the reason for passing such a drastic order and on this score, the 'impugned order' is a 'perverse', 'erroneous' and an 'illegal' one. 118. The Learned Counsel for the Appellants adverts to the Counter Affidavit of '1st Respondent/TSIIC' dated 05.09.2022, stating that it was wrongly relied upon that; (a) Section 53(1) of the Andhra Pradesh Re-organisation Act, 2014 ('Reorganisation Act') has to be seen in isolation and has failed to mention and highlight that Section 53(1) must be read in conjunction with Section 53(2) of the Re-organisation Act which clearly provides that the assets and liabilities of any commercial or industrial undertaking of the erstwhile united state of Andhra Pradesh must be apportioned and transferred in physical form on mutual agreement ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ntities cannot be simultaneously be the 'Shareholders' of the same lot of 'Shares'. 124. The Learned Counsel for the Appellants refers to the '1st Respondent/TSIIC's Letter dated 11.04.2016, being an admission to the fact that the change in the 'Register of Members' of the '2nd Respondent' would be effected only upon the completion of 'Demerger', which is admittedly pending as on date. Therefore, it is the stand of the 'Appellants' that 'APIIC' continues to be on the 'Register of Members of the '2nd Respondent' and not 'TSIIC', which is affirmed by 'APIIC's Letter dated 02.09.2022. Besides these, on behalf of the 'Appellants', it is pointed out before this 'Tribunal' that the 2nd Respondent's Letter dated 19.01.2014, clearly mentions that the 'Process of Transmission of Shares' was not completed, as the Original Share Certificates, are required to be surrendered to the 2nd Respondent, 'which is confirmed by 'APIIC's Letter dated 02.09.2022 that the 'Shares' are in 'APIIC's physical possession'. 125. The Learned Counsel for the Appellants come out with a plea that the 'List of Shareholders' mentioned in the 2nd Respondent's Annual Returns as on 31.03.2019, clearly reflect that 'AP ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ted by 'TSIIC'. 130. Proceeding further, the Learned Counsel for the Appellants submits that in Unitech Limited case, the issue was pertaining to the 'Assessment of Stamp Duty & Registration Charges', liable to be paid upon a 'Development Agreement' and that is not the issue in the instant case on hand. 131. The Learned Counsel for the Appellants contends that the 'Tribunal' had heard all the 'Parties' in respect of the maintainability of the Company Petition and the 'Appellants' had not made any submissions on the merits of the 'Dispute' or in relation to the 'interim reliefs' sought in MA/21/2021 by the '1st Respondent/TSIIC'. Also that, the 'Tribunal' had not dealt with the 'Notes of Submissions' filed by the 'Appellants', coupled with the 'Citations' relied on by the 'Parties' and in fact, the 'impugned order' is a drastic one, virtually amounting to the grant of final relief. 132. The Learned Counsel for the Appellants also relied upon the 'Citations'/'Decisions', projected by the Learned Counsels for the Appellant in Comp. App (AT) (CH) No. 84 of 2022 and hence they are not repeated (other than the one mentioned in this Judgment). 133. The Learned Counsel for the Appellan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s litigation is not indulged in by persons who have no real stake in the company. However it is of interest that the English Companies Act contains no such limitation. What is required in these matters is a broad commonsense approach. If the Court is satisfied that the petitioners represent a body of shareholders holding the requisite percentage, it can assume that the involvement of the company in litigation is not lightly done and that it should pass orders to bring to an end the matters complained of and not reject the Petition on a technical requirement. Substance must take precedence over form. Of course, there are some rules which are vital and go to the root of the matter which cannot be broken. There are others which are directory where non-compliance may be condoned or dispensed with provided there is substantial compliance with the rules read as a whole and no prejudice is caused. (Paras 19 and 48) 138. Added further, the Learned Counsel for the Appellants refer to the Judgment of this 'Tribunal' in Capt. Valdamannati Jaya Pushpakumar vs. Madras Race Club (CA (AT) (CH) No. 17/2022) at paragraph 65, wherein, it is observed as under: 65. "There is no two opinion of a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ry', shall be deemed to be the 'Registered Owner of Shares' for the purpose of effecting 'Transfer of Ownership of Shares', on behalf of 'Beneficial Owner'. Person: 144. The term 'Person' is defined in Section 3 (42) of the General Clauses Act, 1897, as 'Person', shall include 'any company' or 'association' or 'body' of 'individual', whether 'incorporated or not'. Transfer and Transmission of Securities (u/n 56 of the Companies, Act, 2013: 145. In respect of 'Transfer of Securities', there are two parties to the 'Contract', i.e., (a) Transferor and (b) Transferee. Such transfer is like any other 'commercial transaction'. However, in case of 'Transmission of Shares', there is no 'Transferor' or 'Transferee', as 'Shares' vests in favour of a 'Person', by an 'Operation of Law', like that of an 'inheritance' of 'property'. When an 'individual' becomes the 'owner' of 'shares' as result of 'Court Auction', the procedure, as provided in Section 56 and 59 of the Companies Act, 2013 (earlier Sections 108 to 111 of the Companies Act, 1956) will not apply. Furthermore, the 'Procedure' is inapplicable to the 'Transmission of Shares', by an 'Order' of 'Company Court'. 146. In reality, the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fers wide 'Powers' to the 'Tribunal', to grant 'relief' in case of an 'Oppression', etc., and to mould the 'Relief', as it deems fit and proper, based on the facts and circumstances of a given case. No wonder, the 'jurisdiction' of a 'Tribunal' is not ousted / ejected out, till the 'Dispute' is required to be referred to an 'Arbitration'/'Conciliation', as the case may be (the 'Tribunal', can grant 'interim relief' or otherwise). Evaluation (in Comp. App (AT) (CH) Nos. 84 & 87 of 2022): 153. According to the Appellants' (in Two 'Appeals'), the 'Tribunal', had failed to note that the main CP/36/2021, filed by the '1st Respondent'/'TSIIC'/'Petitioner' is not maintainable, because of the fact that the name of '1st Respondent'/'TSIIC'/'Petitioner' is not recorded in the Appellants' 'Register of Members' in Comp. APP (AT) (CH) No. 84 of 2022 and therefore is not entitled to prefer a 'Petition' under Section 241-242 of the Companies Act, 2013 and that the 'Tribunal' had incorrectly held that the 'main CP/36/2021 is maintainable'. 154. Per contra, it is the submission of the '1st Respondent'/'TSIIC'/'Petitioner' side that the '1st Respondent'/'TSIIC'/'Petitioner's Vice Chairman & the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hat the word 'Transmission', means, passing of or devolution by an 'Operation of Law', whereas the term 'Transfer' means, conveyance by an act of a 'Member' Viz. a 'voluntary act' of 'Parties' and in case of 'Transmission of Shares by an Operation of Law', an 'Instrument' of 'Transfer' is not required. 159. On behalf of the '1st Respondent'/'TSIIC'/'Petitioner', it is brought to the notice of this 'Tribunal' that the 'Minutes of the Meeting of the Board of Directors of the Appellant / Company that took place on 16.06.2016, during which, the Managing Director of the '1st Respondent'/'TSIIC'/'Petitioner' was present, based on the invitation of the 'Appellant'/'Company'. Also that, the Accounts of the Company for the year ended 31.03.2019 had clearly mentioned that the '1st Respondent'/'TSIIC'/'Petitioner' took over the activities of 'APIIC' in so far as it relates to the 'State of Telangana' and is the 'Beneficial Owner' of the 'Shares'. 160. It is represented on behalf of the '1st Respondent'/'TSIIC'/'Petitioner' that the 'List of Shareholders' as on 31.03.2019, forming part of the Annual Return of the Appellant/Company (filed by the 'Appellant' - Page 1676 of the main Company Pet ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... enefits like claims, liberties, powers, immunities and privileges and burdens like duties, liabilities, disabilities. Whatever advantages a man may have as a result of the ownership of a right may be curtailed by the disadvantages, in the form of burdens attached to it. As observed by Dias, an owner may be divested of his claims etc. arising from the right owned to such an extent that he may be left with no immediate practical benefit. He remains the owner nonetheless because his interest will outlast that of other persons in the thing owned. The owner possesses that right which ultimately enables him to enjoy all rights in the thing owned by attracting towards himself those rights in the thing owned which for the time being belong to others, by getting rid of the corresponding burdens. An owner of a land may get rid of the interest of a mortgagee in it by redeeming the mortgage, may get physical possession of land by terminating a lease and may get rid of an attachment by discharging the debt for which it is attached. A Receiver appointed by a court or authority in respect of a property holds it for the benefit of the true owner subject to the orders that may be made by such court ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r to the provision in section 17 of the Presidency Towns Insolvency Act, 1909 where on the making of an order of adjudication the property of the insolvent wherever situate would vest in the official assignee, or in section 28 (2) of the Provincial Insolvency Act, 1920 which states that on the making of an order of adjudication, the whole of the property of the insolvent would vest in the court or in the Official Receiver. Sub-section (4) of section 182-A of the Land Revenue Act provides that Rules 2 to 4 of Order XL of the Code of Civil Procedure, 1908 shall apply in relation to a Receiver appointed under that section. A Receiver appointed under Order XL of the Code of Civil Procedure only holds the property committed to his control under the order of the court but the property does not vest in him. The privileges of a member can be exercised by only that person whose name is entered in the Register of Members. A Receiver whose name is not entered in the Register of Members cannot exercise any of those rights unless in a proceeding to which the company concerned is a party and an order is made therein. In Mahathalone v. Bombay Life Assurance Co. Ltd. (1954 SCR 117) it has been lai ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ransferee, who, if he so chooses, completes the transfer by entering his name and then applying to the company to register his name in place of the previous holder of the share. The company recognises no person except one whose name is on the Register of Members, upon whom alone calls for unpaid capital can be made and to whom only the dividend declared by the company is legally payable. Of course, between the transferor and the transferee, certain equities arise even on the execution and handing over of 'a blank transfer', and among these equities is the right of the transferee to claim the dividend declared and paid to the transferor who is treated as a trustee on behalf of the transferee. These equities, however, do not touch the company, and no claim by the transferee whose name is not in the Register of Members can be made against the company, if the transferor retains the money in his own hands and fails to pay it to him. A Glance at the scheme of the Indian Companies Act, 1913, shows that the words "member", "shareholder" and "holder of a share" have been used interchangeably in that Act. Indeed, the opinion of most of the writers on ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... register was entitled to vote in respect of the shares, though as between himself and the mortgagees he could vote only as they dictated. But the right to vote was held to be unimpaired as long as his name appeared on the register. 25. In a later case, Morgan v. Gray (1953) 1 Ch 83, 87, after referring to the decision in Wise v. Lansdell (1921) 1 Ch 420, Danckwerts J. observed: It seems to me that, unless there is some provision in the company's articles or in the Companies Act which empowers me to say that the bankrupt is no longer a member of the company, and is, therefore, unable to vote, expressly. I must come to the conclusion that the bankrupt still remains a member as long as he is on the register; notwithstanding that by taking appropriate steps under the appropriate provisions the trustee in bankruptcy may be able to secure registration of himself as the proprietor of the shares. Unless and until that is done, and as long as the bankrupt remains on the register of the company, he remains a member in respect of those shares and is entitled, as it seems to me, to exercise the votes which are attributable to that status, notwithstanding that he has no longer any ben ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ertinent and useful reference to the ingredients of Section 68 of the AP Reorganisation Act, 2014, which proceeds as under: (1) "The companies and corporations specified in the Ninth Schedule constituted for the existing State of Andhra Pradesh shall, on and from the appointed day, continue to function in those areas in respect of which they were functioning immediately before that day, subject to the provisions of this section. (2) The assets, rights and liabilities of the companies and corporations referred to in sub-section (1) shall be apportioned between the successor States in the manner provided in section 53." 170. To put it succinctly, the 'Ninth Schedule' of Section 68 of the Andhra Pradesh Reorganisation Act, 2014, at Serial No. 17, there is a mention of 'Andhra Pradesh Industrial Infrastructure Corporation Limited', as one of the 'entities', owned by the 'Former State of Andhra Pradesh'. 171. In the present case, the 'Minutes of the Meeting' of the Board of Directors of the 'Appellant'/'Company' that took place on 16.06.2016, in which, the Managing Director of the '1st Respondent'/'TSIIC'/'Petitioner', based on the invitation of the 'Appellant'/'Company'. 172. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the cock sure opinion that the 'withdrawal' of earlier 'Company Petition', is neither a 'Bar' nor there being a 'Resjudicata Principle', being applied to the instant CP/36/2021, filed by the '1st Respondent'/'TSIIC'/'Petitioner', before the 'Tribunal'. 176. In regard to the plea taken on behalf of the 'Appellants' (in Comp. App (AT) (CH) No. 87 of 2022) that instant 'Disputes' arise out of the 'Memorandum of Understanding' dated 06.11.2002, 'Collaboration Agreement' dated 19.08.2003 and the 'Supplementary Agreement' dated 19.04.2005, and therefore, the matter, is to be referred to the 'Conciliation Board', under Section 41 of 'Andhra Pradesh Infrastructure Development Enabling Act, 2001' and that the 'Tribunal' has no jurisdiction to entertain the Company Petition, it is for the 'Tribunal' ('National Company Law Tribunal', Hyderabad) in main CP/36/2021, pending on its file, to examine / look in to the aspect in thread bare, as to whether the 'Dispute' in the main 'Company Petition', is to be referred to the 'Conciliation Board' or otherwise, as per the Andhra Pradesh Enabling Act, 2001, in the teeth of the 'impugned order' dated 25.07.2022 of the 'Tribunal' in MA/21/2021 in CP/36 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... correctly reflected happenings in Court." 179. As regards, the plea of the 'Appellants' (in both 'Appeals'), none of the 'Written Submissions' and the 'Case Laws' relied upon by them were not considered by the 'Tribunal' at the time of passing the 'impugned order' dated 25.07.2022 in MA/21/2021 in CP/36/2021, this 'Tribunal' significantly points out that the 'Judicial Proceedings', 'Orders' / 'Judgments' of a 'Tribunal', do have a 'sanctity' and in our 'Justice Delivery System'. The conduct of 'Judicial Proceedings' / 'Discharge of Judicial Functions' by a 'Tribunal', not only is to 'inspire confidence', but to 'maintain faith and trust' of the 'Parties'. 180. An onerous duty is cast upon the 'Tribunal' to conform to the yardstick of Judicial Procedure, in adhering to the same, while performing its functions, in exercise of its 'Power' or 'Authority'. 181. 'Rules of Natural Justice' are not the 'Edicts of a Statute'. The ingredients and the 'Principles of Natural Justice' do form an integral part of 'Article 14 of the Constitution of India'. It is a fair play in action, cementing upon 'Natural Ideals' and 'Homo-sapien's Values'. 182. It is the prime duty of a 'Tribunal' / an ' ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in the 'Public Interest' and it is the 'property of the State', which is being sold away or alienated in a very deceitful manner, by the 'Respondent Companies through their Agents', pending full consideration of controversies, in the main CP/36/2021, at this distant point of time, are not displaced by this 'Tribunal', because of the fact that the intent of the 'Tribunal' at the time of passing the 'interim order of restraint', can very well be clearly gathered, in appreciating the case, in a proper and real perspective, in the teeth of '1st Respondent'/'TSIIC'/'Petitioner's plea, that the 'Appellant'/'M/s. Emaar Hills Township Pvt. Ltd.' in Comp. App (AT) (CH) No. 84 of 2022 has plans to dispose of the untilised / undeveloped land, to an extent of 89.76 Acres being 'highly detrimental to its interest' and 'interest of Public Exchequer'. 186. In regard to the 'relief' ('g'), claimed by the '1st Respondent'/'TSIIC'/"Petitioner' in MA/21/2021 in CP/36/2021 Viz. 'To compensate the 'Financial Losses', incurred by the 'Government of Telangana' / 'TSIIC', till date, with regard to the 'Equity' dilution and such other consequences', and the same being granted, by the 'Tribunal' ('National ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... before the 'Tribunal' ('National Company Law Tribunal', Hyderabad Bench-II, Hyderabad), is exfacie maintainable in 'Law'. However, the 'Order of Restraint', passed by the 'Tribunal' in the 'impugned order' dated 25.07.2022 in MA/21/2021 in CP/36/2021, in directing the Respondent Nos. 2 & 3, their Offices, Representatives, etc., in the '1st Respondent'/'Company' ('M/s. Emaar Hills Township Pvt. Ltd.' / 'Appellant' in Comp. App (AT) (CH) No. 84 of 2022) not in any manner to deal with or otherwise dispose of / encumber / alienate, transfer and / or create 'Third Party' interest in the Assets and Properties of the '1st Respondent'/'Company' ('M/s. Emaar Hills Township Pvt. Ltd.' is sustained by this 'Tribunal'. However, this 'Tribunal' sets aside the direction issued by the 'Tribunal' in the 'impugned order' dated 25.07.2022 in MA/21/2021 in CP/36/2021 in directing the 'Respondent Companies' to compensate their 'Financial Losses' incurred by the 'Government of Telangana' / 'TSIIC', till date, in regard to 'Equity Dilution' and such other consequences', to secure the 'ends of justice'. 188. Before parting with the case, this 'Tribunal' pertinently directs the Respondents, in main CP/3 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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