Aapico Hitech Public Company Limited vs Sakthi Sugars Ltd
- CitationCOMPANY APPEAL (AT)(CH) NO. 12/2022
Ratio decidendi
The rule this decision rests on
The interim order of the Tribunal, which was expressed to continue until further orders, is to be read as limited to the period up to the next date of hearing, where the undertaking given by the parties was confined to that period and the interim order was not supported by any application or pleaded grounds challenging the Extraordinary General Meeting. Where the interim relief granted by a Tribunal exceeds the scope of an undertaking given by the parties before it, the appellate Tribunal may modify the order to bring it within the limits of that undertaking, and the modified order continues only until the date fixed for the next hearing. Parties aggrieved by an interim order whose duration is tied to a fixed hearing date may seek further relief from the adjudicating Tribunal in the pending petition if the circumstances so warrant.
Written by Miss Lucy from the judgment below, not taken from a headnote.
Judgment
As delivered
Aapico Hitech Public Company Ltd. & Anr. .. Appellants
Vs Sakthi sugars Ltd & 7 Ors. .. Respondents
Present:
For Appellant : Mr. J. Sivanandaraj Mr. Roshan Balasubramanian Meghna Kumar, Advocates For Mr. M.S. Krishnan, Sr. Advocate
For Respondent : Mr. Karthik Seshadri, Advocate R1 ORDER
(VIRTUAL MODE)
17.02.2022 Heard Mr. M.S. Krishana, the Learned Sr. Counsel for the
Appellants as well as Mr. Karthik Seshadri, the Learned Counsel for
Respondent No. 1.
The Appellants have preferred the instant Company Appeal(AT)(CH) No.
12/2022 before this 'Tribunal' dissatisfied with the impugned order dated
17.01.2022 passed in (a) I.A. 882/2020 in I.A./731/2020, (b) IA/1199/2020
and (c) IA(Companies Act)/16(CHE)/2021 in IA/882/2020 in CP No. 387 of
2020 by the National Company Law Tribunal, Division Bench-II, Chennai.
According to the Learned Counsel for the Appellants, the impugned
order dated 17.01.2022 is contrary to the ambit of undertaking dated
18.01.2022 submitted by the Appellants before the 'Tribunal'.
Company Appeal (AT)(CH) No. 12 of 2022 Page 1 of 3
Added further, it is projected on the side of the Appellants that the
Appellants merely undertook not to effect the 'Resolutions' passed till the next
date of 'Hearing' dated 22.02.2022 before the 'Tribunal' and contrary to this,
the 'Tribunal' in the 'impugned order' had inter alia passed that the 'status
quo to be maintained until further orders by this Tribunal' which is an
incorrect in the eye of Law.
Advancing his further argument, the Learned Sr. Counsel proceeds to
point out with a view to protect its interest to conduct an 'Extraordinary
General Meeting' (through: SGHA) despite the fact that in law SSL was not
entitled to any interim relief as no application has been filed and no grounds
were raised to challenged Extraordinary General Meeting, the undertaking
was given only in a limited context. However, the Appellants, after going
through the impugned order, it come to light that the 'status quo' was ordered
to be maintained until further orders passed by the 'Tribunal' (National
Company Law Tribunal, Division -II, Chennai) and in this regard, the
'Appellants' had suffered a legal grievance.
Conversely, it is submitted on behalf of the Respondent No. 1 that the
instant 'Appeal' per se is not maintainable in law and at the time of passing of
the impugned order by the 'Tribunal' dated 17.01.2022, the 'Appellants' and
Respondent No. 8, in the instant 'Appeal', had offered an undertaking not to give
effect any resolution in the 'Extraordinary General Meeting' until the matter was
heard fully, the orders passed in IA. Moreover, they had given an undertaking to
this effect and under these circumstances the 'impugned order' was passed in
the open Court on 17.1.2022 and there is no infirmity in the impugned order
Company Appeal (AT)(CH) No. 12 of 2022 Page 2 of 3 passed by the Tribunal, which requires no interference in the opinion of this
'Tribunal' sitting in 'Appellant Jurisdiction'.
This 'Tribunal' has heard the contentions of the Learned Counsel
appearing for the parties and noticed the same.
On a careful consideration of the contentions advanced on behalf of either
side, this 'Tribunal' after going through the impugned order in (a) I.A. 882/2020
in I.A./731/2020, (b) IA/1199/2020 and (c) IA(Companies Act)/16(CHE)/2021
in IA/882/2020 in CP No. 387 of 2020 is of the earnest opinion that the 'Interim
Order' granted until further orders to be passed by the 'Tribunal' (National
Company Law Tribunal, Division Bench-II, Chennai) is modified to the effect that
the said order shall continue till the next date of 'Hearing' on 22nd February,
2022 and accordingly disposed of the 'Appeal'. There shall be no order as to
costs.
Before parting with this instant Appeal, this 'Tribunal' makes it lucidly
clear that in view of the fact that two weeks from 17.01.2022 passed to the
concerned parties in the subject matter in issue and the matter is slated for
'Hearing' on 22.02.2022, it is open to the parties to approach National Company
Law Tribunal, Division Bench-II, Chennai and to seek appropriate remedies in
the pending Company Petition No. 387/2020 if the situation so warrants and
desires if they so observe or advised in the matter.
(Justice M. Venugopal) Member(Judicial)
(Kanthi Narahari) Member (Technical) AKC/MD Company Appeal (AT)(CH) No. 12 of 2022 Page 3 of 3
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