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TMI Blog2025 (4) TMI 638X X X X Extracts X X X X X X X X Extracts X X X X ..... in CP No.47/241/HDB/2023. The order under challenge is interlocutory in nature, as by virtue of the Impugned order, the Ld. Tribunal has exercised its power to grant an interim protection to the opposite parties i.e., the Respondents herein, whereby directing the proceedings of the tentative Annual General Meeting (AGM), which was scheduled to be held as on 27.09.2024, has been directed to be kept on hold. 2. However, there would be a legal question, which would be requiring consideration by us as to "whether at all, the appeal would lie under Section 421 of the Companies Act, 2013, as against an interim arrangement made by the Ld. Tribunal in the exercise of powers vested with it under the Companies Act, 2013". The provisions contained under Section 421 of the Companies Act, 2013, reads as "any order would be appealable under Section 421". One of the major questions, which would require consideration by us is, as to what type of orders could be subjected to appeal, under Section 421 of the Companies Act, 2013, more particularly, when the term "order" had not been defined under the Companies Act, 2013. But if the word "order" is to be read in conjunction to, the appellate provisio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sons for the aforesaid suspension of the Annual General Meeting (AGM), have been detailed by the Ld. Tribunal in para 11 and 12 of the impugned order which is under challenge in this instant company appeal. Hence, it cannot be said that, the order passed of restraining the holding of the Annual General Meeting (AGM) on 27.09.2024, was at all affecting a material right, or it was passed by the Tribunal by not assigning any reasons to it, which is the basic element required to be satisfied when the Ld. Tribunal / or, for that purpose, any court, passes an interim order so as to, attach an application of mind while passing an order, which is of interim nature. 6. It will be worthwhile to note the conclusion of the Ld. Adjudicating Authority which has been drawn in the impugned order therein, particularly that as contained in para 15, 17 and 18 of the said impugned order, which is extracted hereunder: - "15. In the light of our observations as above, we hold that there is no need for holding AGM on 27.09.2024. 17. We direct both the parties to get ready for expeditious hearing in CP No. 47/2023, by next hearing date. 18. List the main CP along with IA 282/2024 on 17.10.2024." 7 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... xtracted hereunder: - "VI. Prayer: In view of the above it is humbly prayed that: a) The Hon'ble Tribunal may be pleased to appoint Independent Chairman/Advocate Commissioner to conduct Annual General Meeting for Petitioner No.1 Company for the Financial Year 2023-24, additionally allowing the presence of One Professional (either Practicing Company Secretary or Advocate) from each side i.e., one each during the conduction of the said Annual General Meeting." 9. What the Applicants to the Interlocutory Application, expected from the orders to be passed on IA. No. 282/2024, was to the effect of seeking a direction for the appointment of an independent Person or an Advocate Commissioner, for the purposes of holding the Annual General Meeting (AGM). The foundation of the relief, which was prayed for, in the said application was based upon, the earlier order which has been earlier passed by the Tribunal on 14.09.2023, which has been taken as to be a precedent for pressing upon the interim relief claimed in the application owing to the orders passed on 14.09.2023, whereby an advocate commissioner was appointed to conduct the Annual General Meeting (AGM) as per the Article of A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... absolutely distinct, to the appeal at hand. 14. Yet another judgment on which reliance has been placed by the Ld. Counsel for the Appellants is that reported in 2021 Volume 6 SCC Page 707, Opto Circuit India Limited versus Axis Bank, and particularly, the reference has been made by the Ld. Counsel for the Appellant to the contents of para 14 and 15 of the said judgment which is extracted hereunder: - "14. This Court has time and again emphasised that if a statute provides for a thing to be done in a particular manner, then it has to be done in that manner alone and in no other manner. Among others, in a matter relating to the presentation of an election petition, as per the procedure prescribed under the Patna High Court Rules, this Court had an occasion to consider the Rules to find out as to what would be a valid presentation of an election petition in Chandra Kishore Jha v. Mahavir Prasad [Chandra Kishore Jha v. Mahavir Prasad, (1999) 8 SCC 266] and in the course of consideration observed as hereunder : (SCC p. 273, para 17) "17. ... It is a well-settled salutary principle that if a statute provides for a thing to be done in a particular manner, then it has to be done in th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ased on different reasoning altogether. Even if we accept the reference to para 14 and 15, which has been relied upon by the Ld. Counsel for the Appellants, as extracted above, as laying down a guiding principle that, if the "statute provides a thing to be done in a particular manner, it has to be ensured to be done in that manner, or it has not to be done in any other manner, which is unknown to law". In this regard, we will have to answer the question as to, whether the procedural implications as it has been pedestaled in Para 14 and 15 of the judgment of Opto Circuit India Limited (Supra), would at all be made applicable in the instant case, so as to treat the order of 14.09.2023, as to be the basis to judicially decide, that appointment of an Advocate Commissioner by the earlier order will form to be, a part and parcel of the procedure provided under law, which is required to be adhered to while passing of the order on IA. No. 283/2024. In fact, the ratio of Para 14 and 15 laying down for a strict adherence to the procedural law, was in a case where the matter was being finally adjudicated and, where there could not have been any deviation to any other process, unknown to the p ..... X X X X Extracts X X X X X X X X Extracts X X X X
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