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TMI Blog2022 (12) TMI 59X X X X Extracts X X X X X X X X Extracts X X X X ..... te Tribunal modified the earlier order and only stayed the order in respect of appointment of Siddarth Bhandari as joint signatory of bank account with Shailesh Bhandari. The order dated 17.6.2021 is a specific and unambiguous. The present appeal is nothing but simply an abuse of process of Court - appeal dismissed. - COMAPNAY APPEAL (AT) No.199/2022 - - - Dated:- 29-11-2022 - (Justice Rakesh Kumar) Member (Judicial) And (Dr. Ashok Kumar Mishra) Member (Techncial) For the Appellant : Mr. Rudreshwar Singh, Mr. Saurabh Jain, Ms Isha Singh and Mr. Prayag Jain, Advocates For the Respondent : Ms Geetika Sharma, Mr. Rohan Talwar and Mr. Shashwat Singh, Advocates JUDGEMENT JUSTICE RAKESH KUMAR, MEMBER (JUDICIAL) The present appeal under Section 421 of the Companies Act, 2013 has been preferred against an order dated 24.08.2022 passed in IA No.55/2022 which was filed in Company Petition No.5/2022 by the appellant herein before the National Company Law Tribunal, Ahmedabad Bench (hereinafter referred to as NCLT). By the said order Learned NCLT rejected the IA No.55/2022 wherein a prayer was made to restrain Respondent No.1 i.e. M/s Electrotherm (India) Ltd (he ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... where under, it was directed that all bank accounts of the company shall be operated under the joint signatures of Mr. Shailesh Bhandari and Mr. Siddharth Bhandari. Hon ble NCLAT had also stayed the meeting of the Board of Directors. Mr. Siddharth Bhandari filed a second appeal in Hon ble Supreme Court bearing Civil Appeal No. 2329- 2330 of 2022. On 25.02.2022, Hon ble Supreme Court passed order as under: until further orders, the interim order, granted by the National Company Law Appellate Tribunal, Principal Bench, New Delhi (in short the NCLAT ) in Company Appeal (AT) Nos. 54 of 2021 etc. on 17.06.2021 is continued. 6. Learned Counsel Mr. Pavan Godiawala submitted that since the interim order not to hold board meetings is still continuing, the Respondents cannot hold meetings of the Board of Directors. They may be restrained from holding such meetings. 7. Learned Senior Counsel Mr. Navin Pahwa for the Respondent No.-1 brought to our notice that the meeting of the Board of Directors is arranged to nominate some persons as additional directors, as the tenure of some directors is getting over. As per Section 161(1) of the Companies Act, 2013, such persons shall b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aining the Respondent No.1 company from holding a meeting of the Board of Directors. This application appears misconceived and hence is not maintainable, it stands rejected. 12. When we reserved this application for order on 02.08.2022, we have observed that any resolution passed in the meeting dated 03.08.2022 shall be subjected to the order passed on this application. Since, we reject this application by this order, the above observation becomes infructuous and hence, set aside. 13. Accordingly, the I.A. No.55 of 2022 stands dispose of. On perusal of the impugned order we are of the considered opinion that there was no reason for filing the appeal against such order. However, the appellants to the reasons best known to them has filed the present appeal. Mr. Rudreshwar Singh, learned counsel appearing on behalf of the appellants tried to persuade this Appellate Tribunal that the proposal of company for holding a Board Meeting of its Directors was in the teeth of an interim order passed by the Hon ble Supreme Court dated 25.02.2022 passed in Civil Appeals No.1329-1330/2022. A plea was taken that earlier against an order dated 4th May, 2021 passed by the NCLT the a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... llate Tribunal while granting liberty to the Respondents to file reply passed an interim orders as follows:- List these Appeals on 07.06.2021 till then no further meeting of Board of Directors of the Appellant company shall be convened and held. This Tribunal while passing interim order directed to list appeals on 07.06.2021. Subsequently on 07.06.2021 again this Tribunal directed to continue interim order till the next date of hearing and date was fixed to 17.06.2021. On date fixed i.e. 17.06.2021 this Tribunal modified earlier order i.e. 24.5.2021 and 07.06.2021 in following manner:- ( Respondent No.1 company as well as Respondent No.5 in MA 08 of 2021 are directed to appoint Mr. Siddarth Bhandari as joint signatory of all bank accounts of the Respondent No.1 company with immediate effect. The accounts shall be operated under joint signature of Mr. Shailesh Bhandari and Mr. Siddarth Bhandari. Shall remain stayed till next date of hearing of the Appeal.) Finally those appeals were disposed off by a detailed judgement passed by this Tribunal dated 28.1.2022. The relevant portion of the judgement mentioned in paras 23, 24 and 26 are quoted hereinhelow:- 23. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... record through additional affidavit filed by the appellant which was filed on the date of hearing of this appeal i.e. on 18.11.2022. The order dated 18.11.2022 passed by Hon ble Supreme Court is reproduced below:- Upon hearing the counsel the Court made the following ORDER The appeals are dismissed in terms of the signed order. Pending applications, if any, also stand disposed of. Despite appeals in which interim order was passed was finally disposed off by this Appellate Tribunal by detailed judgemnt dated 28.01.2022, the appellants herein before NCLT in CP No.5/AHM/2022 filed an I.A. No.55/2022 requesting the NCLT to restrain the Respondent No.1 company from holding a Meeting of their Board of Directors as per interim order dated 24.5.2021 passed by this Appellate Tribunal in Company Appeal (AT) No.57/2021. It is clarified that Company Appeal (AT) No.57 of 2021 was heard alongwith Company Appeal No.54/2021, 55/2021 and 56/2021 and interim order dated 24.05.2021 was common order in all the four appeals. It is settled that in a case if final order is passed without reintroducing an interim order passed therein the said interim order may not be taken note of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t company was still in continuance and as such objections raised by the appellant is not sustainable and appeal is fit to be rejected. Besides hearing learned counsel for the parties we have minutely examined materials available on record. For deciding the appeal there is no reason to delve into the merit of the case. It is only interpretation of the order passed by this Appellate Tribunal and also by the Hon ble Supreme Court. In view of final disposal of the appeals by this Appellate Tribunal by its judgement dated 20.01.2022 in which there was no indication for restraining holding of the Boards Meeting, such point was not required to be raised before the NCLT for restraining board Meeting of the Company. Besides this even for the time being if it is considered that this Appellate Tribunal by its order dated 24.5.2021 had directed not to hold further meetings of Board of Directors, the said interim order was only to the next date of hearing i.e. 7.6.2021. Again by order dated 7.6.2021 the interim order was directed to continue till next date but on the next date i.e. on 17.6.2021 this Appellate Tribunal modified the earlier order and only stayed the order in respect of appoint ..... X X X X Extracts X X X X X X X X Extracts X X X X
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