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TMI Blog2024 (8) TMI 103X X X X Extracts X X X X X X X X Extracts X X X X ..... r without assigning any reasons as to why and how the respondents 1 to 5 would be entitled to an order of interim injunction against the petitioners and on this short ground alone, it is opined that the impugned order passed by the NCLT deserves to be set aside. In the case of CENTRAL BOARD OF TRUSTEES VERSUS INDORE COMPOSITE PVT. LTD. [ 2018 (7) TMI 2206 - SUPREME COURT ], the Apex Court held ' Time and again, this Court has emphasised on the courts the need to pass reasoned order in every case which must contain the narration of the bare facts of the case of the parties to the lis, the issues arising in the case, the submissions urged by the parties, the legal principles applicable to the issues involved and the reasons in support of the findings on all the issues arising in the case and urged by the learned counsel for the parties in support of its conclusion.' A perusal of the remaining portion of the impugned order will clearly indicate that except for merely / summarily stating at paragraph-16, no other reasons, much less, valid or cogent reasons as required in law are forthcoming in the impugned order, which stands vitiated on this score alone. A perusal of the impug ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ass the impugned order dated 12.06.2024 allowing the said application C.A.No.71/2024 in favour of respondents 1 to 5, thereby granting injunction in their favour against the petitioners till disposal of the main proceedings in C.P.No.18/BB/2024. Aggrieved by the said impugned order, the petitioners are before this Court by way of the present petitions. 4. Heard Sri.K.G.Raghavan and Sri.Dhyan Chinnappa, learned Senior counsel appearing for the petitioners and Sri.Udaya Holla and Sri.Satish Parasaran, learned Senior counsel appearing for the respondents 1 to 5 and perused the material on record. 5. In addition to reiterating the various contentions urged in the petitions and referring to the material on record, learned Senior counsel for the petitioners invited my attention to the impugned order in order to point out that the same was cryptic and nonspeaking order, whereby the NCLT granted injunction in favour of respondents 1 to 5 against the petitioners without assigning any reasons as to why the said order was being passed by the NCLT. It was submitted that the matter was posted on 12.06.2024 for consideration of not only the instant C.A.No.71/2024 but also another application in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... In this context, learned Senior counsel invited my attention to the Reply Affidavit dated 22.04.2024 filed before the NCLT on behalf of the petitioners, in which, at paragraph-27, it was admitted that the petitioners had violated the undertaking and order dated 27.02.2024. It was therefore submitted that in the light of the wilful violation / disobedience committed by the petitioners, the NCLT was fully justified in passing the impugned order, which does not warrant interference by this Court in the present petition. 6.2 Learned Senior counsel also invited my attention to the earlier orders dated 27.02.2024, 28.03.2024, 04.04.2024 and 23.04.2024 passed by the NCLT in the instant proceedings in order to contend that the aforesaid four earlier orders have to be read together in conjunction with the impugned order and as such, merely because the impugned order does not elaborately assign reasons, the said circumstance cannot be relied upon by the petitioners to assail the impugned order, which is otherwise proper and legal and does not warrant interference in the present petition. 6.3 Learned Senior counsel further submitted that in the light of the earlier undertaking and interim or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l indicate that in the aforesaid proceedings in C.P.No.18/BB/2024, the respondents 1 to 5 filed C.A.No.71/2024 seeking various reliefs which are extracted in para-1 of the impugned order as under:- a. Pass an order injuncting (i) the offer letters dated: 11th May, 2024 and 13th May, 2024; (ii) any action pursuant to the offer letters dated 11th May, 2024 and 13th May, 2024; (iii) any further issuance of shares, inter alia, in furtherance of the impugned second rights offer letter dated: 111th May, 2024, and the revised offer letter dated 13th May 2024; b. Direct that any corporate actions taken on the basis of the illegally revised shareholding pattern of the Respondent No.1 Company after the date of hearing on 27th February 2024 by kept in abeyance; c. Ad-interim order in terms of the prayers above . 9. At paragraphs 7 to 13, the NCLT notes and refers to the various submissions and contentions urged by both sides in support of their respective claims including the judgments relied upon by both sides. So also, at paragraphs 3, 4 and 14, the NCLT refers to its earlier order and undertaking of the petitioners dated 27.02.2024 and the contempt proceedings in Contempt Petition No.6/202 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... findings on the issues and why the findings impugned in the writ petition deserve to be upheld or reversed, while dealing with the arguments of the parties in the light of legal principles applicable to the case, it is difficult for this Court to sustain such order of the Division Bench. The only expression used by the Division Bench in disposing of the writ petition is on due consideration . It is not clear to us as to what was that due consideration which persuaded the Division Bench to dispose of the writ petition because we find that in the earlier paragraphs only facts are set out. 14. Time and again, this Court has emphasised on the courts the need to pass reasoned order in every case which must contain the narration of the bare facts of the case of the parties to the lis, the issues arising in the case, the submissions urged by the parties, the legal principles applicable to the issues involved and the reasons in support of the findings on all the issues arising in the case and urged by the learned counsel for the parties in support of its conclusion. It is really unfortunate that the Division Bench failed to keep in mind these principles while disposing of the writ petitio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o the volume of the judgment. The size of judicial output does not necessarily correlate to a reasoned analysis of the core issues in a case. Technology enables Judges to bring speed, efficiency and accuracy to judicial work. But a prolific use of the cut-copy-paste function should not become a substitute for substantive reasoning which, in the ultimate analysis, is the defining feature of the judicial process. Judges are indeed hard pressed for time, faced with burgeoning vacancies and large case-loads. Crisp reasoning is perhaps the answer. Doing what the High Court has done in the present case presents a veneer of judicial reasoning, bereft of the substance which constitutes the heart of the judicial process. Reasons constitute the soul of a judicial decision. Without them one is left with a shell. The shell provides neither solace nor satisfaction to the litigant. We are constrained to make these observations since what we have encountered in this case is no longer an isolated aberration. This has become a recurring phenomenon. The National Judicial Academy will do well to take this up. How Judges communicate in their judgments is a defining characteristic of the judicial proce ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... w. 4. From the writ petitions produced on record, it appears that the reopening of the assessment under Section 148 of the Income Tax Act has been challenged on a number of grounds. None of the grounds raised in the writ petitions has been dealt with and/or considered by the High Court on merits. There is no discussion at all on any of the grounds raised in the writ petitions. The Division Bench of the High Court has dismissed the writ petitions in a most casual manner which is unsustainable. Except stating that we are not inclined to entertain writ petition , nothing further has been stated by the High Court giving reasons for the disinclination to entertain the writ petitions. 5. The manner in which the High Court has dealt with and disposed of the writ petitions without passing any reasoned order is not appreciated by this Court. When a number of issues/grounds were raised in the writ petitions, it was the duty cast upon the Court to deal with the same and thereafter, to pass a reasoned order. When the Constitution confers on the High Courts the power to give relief it becomes the duty of the Courts to give such relief in appropriate cases and the Courts would be failing to perf ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ear finding was required to be recorded upon analysing the relevant documents. 10. Since we cannot countenance the manner in which the orders have been passed by the High Court which has compelled us to remand the matter to the High Court for deciding the writ petitions afresh on merits, we do so in light of the aforesaid observations. 11. In light of the foregoing discussion, we allow the present appeals and set aside the impugned orders [Vishal Ashwin Patel v. CIT, 2022 SCC OnLine Bom 707] , [Vishal Ashwin Patel v. CIT, 2022 SCC OnLine Bom 709] passed by the High Court and remand the matters to the Division Bench of the High Court for deciding the writ petitions afresh in accordance with law, keeping in view our observations made supra. We, however, make it clear that we have refrained from making any observation on merits of the controversy, having formed an opinion to remand the cases to the High Court only for the reasons mentioned above. The High Court would, therefore, decide the writ petitions, bearing in mind our observations made above, strictly in accordance with law. 12. With the above directions, the present appeals are accordingly allowed and the impugned orders [Vish ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... needed to have analysed why such an ex parte injunction was essential, after setting out the factual basis and the contentions of the respondent made before the trial Judge. The trial Judge merely states, in paras 7-8, that the court has gone through the record available as on date and noticed certain precedents where an ad-interim injunction was granted. Without even cursorily dwelling on the merits of the plaint, the ad-interim injunction granted by the trial Judge amounts to unreasoned censorship which cannot be countenanced. 17. If the impugned order is examined bearing in mind the principles laid down by the Apex Court in the aforesaid judgments, it is crystal clear that the impugned order falls foul of the aforesaid principles, inasmuch as the only reason assigned by the NCLT for the purpose of allowing C.A.No.71/2024 is found in paragraph 16 of the impugned order, which is as under:- 16. Therefore, in the present facts and circumstances of the matter, this Tribunal hereby restrains the Respondents from going ahead with the present rights issue which is in progress till the disposal of the main CP No.18/BB/2024. The Respondents are further directed to keep the amounts collec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... said C.A.No.44/2024 was taken up for consideration by the NCLT on 04.04.2024 and 23.04.2024, on which dates, the submissions of both sides were recorded by the NCLT and the said C.A.No.44/2024 is still pending adjudication before the NCLT and no orders on the instant C.A.No.71/2024 were passed by the NCLT on either 04.04.2024 or 23.04.2024. Under these circumstances, the contention of the respondents 1 to 5 that the said orders dated 04.04.2024 and 23.04.2024 have to be read along with the impugned order also cannot be accepted, especially when the said orders passed on C.A.No.44/2024 which is pending adjudication merely records the rival submissions and contentions and no orders / directions have been passed by the NCLT in the said orders. 21. Insofar as the contentions urged on behalf of the respondents 1 to 5 that there is breach / violation of the undertaking and order dated 27.02.2024 by the petitioners and their conduct disentitles them from invoking the extraordinary and discretionary jurisdiction of this Court is concerned, as stated supra, the NCLT itself takes note of the fact that the said allegations made by the respondents 1 to 5 have been seriously disputed and denied ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of India; under these circumstances, the contention urged by the respondents 1 to 5 that in view of availability of equally efficacious alternative remedy by way of an appeal under Section 421 of the Companies Act, 2013, the present petitions are not maintainable cannot be accepted in the facts and circumstances of the instant case which establish that there has been violation of principles of natural justice in the impugned order and consequently, availability of the remedy of appeal would not come in the way of this Court entertaining the present petitions. 24. Learned Senior counsel for the respondents 1 to 5 would place reliance upon the various judgments of the Apex Court and this Court referred to supra and contend that an undertaking given to a Court is analogous to an order of temporary injunction and in the light of the undertaking given by the petitioners on 27.02.2024 before the NCLT which was deliberately willfully violated and breached by them, the NCLT was justified in passing the impugned order. As stated supra, in the impugned order itself, the NCLT has directed that C.A.No.72/2024 and the contempt petition would have to be heard together subsequently and the same w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed admission of breach and conduct of the petitioners are all questions / issues to be decided by the NCLT while dealing with the contempt petition and C.A.No.72/2024 which are being seriously contested / opposed by the petitioners and pending consideration before the NCLT. Under these circumstances, in the facts and circumstances of the instant case, even these judgments will not be of any assistance to the respondents 1 to 5 and their contentions in this regard cannot be accepted. 27. Learned Senior counsel for the respondents also placed reliance upon the judgment of the Apex Court in the case of High Court Bar Association, Allahabad vs. State of U.P. others 2024 SCC OnLine 207, in order to contend that in a given case, even though an interim order passed by a court / tribunal may not expressly refer to the 3 factors viz., prima-facie case, irreparable loss and balance of convenience are always in the back of the minds of the court. In my considered opinion, a perusal of para-14 of the said judgment of the Apex Court which contains the aforesaid observation clearly indicates that the same was passed with reference to ad-interim / ex-parte interim orders which are completely diff ..... X X X X Extracts X X X X X X X X Extracts X X X X
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