Col A Khanna Sm Retd vs Mr. Malay Sinha President Of Delhi ...

IN THE MATTER OF: Col. Ashish Khanna, (Retd.) 1524, Park View Apartments Sector 29, Noida - 201 301 Email: ashkhanna@1gmail.com ...Applicant Versus 1. Mr. Malay Sinha President of Delhi Gymkhana Club 2 Safdarjung Road, New Delhi - 110011. ...Contemnor No. 1

2. Mr. Madan Lal Meena Director of Delhi Gymkhana Club 2 Safdarjung Road, New Delhi - 110011. ...Contemnor No. 2

3. VishnuKant Chaturvedi Director of Delhi Gymkhana Club 2 Safdarjung Road, New Delhi - 110011. ...Contemnor No. 3

4. Ajay Prakash Sawhney Director of Delhi Gymkhana Club 2 Safdarjung Road, New Delhi - 110011. ...Contemnor No. 4

Present: For Applicant : Mr. Ribhav Pande, Mr. Raghav Pande, Mr. Raghav Kakker, Mr. Col. A. Khanna (Retd.) and Mr. Aayush Shukla, Advocates.

Ms. Niji Sapra, Advocate for SFIO Complainant.

For Contemnors : Mr. Prateek Kumar, Ms. Raveena Rai, Ms. Moha Paranjpe and Mr. Vinay Singh (Head Legal), Advocates for Delhi Gymkhana Club. JUDGMENT

ASHOK BHUSHAN, J.

This contempt application has been filed by Col. Ashish Khanna who

was Respondent No. 18 in the Comp. App. (AT) No. 93/2022 in the matter of

'Major Atul Dev (Retd.) & Ors.' Vs. 'Union of India, M.C.A & Ors.', challenging

the order dated 01.04.2022 passed by the NCLT, Principal Bench in an

application under Sections 241 & 242 of the Companies Act, 2013 filed by the

Union of India.

2. Comp. App. (AT) No. 93/2022 was finally decided by the judgment of

this Tribunal dated 21.10.2024. In Comp. App. (AT) No. 93/2022, directions

were issued in paragraph 102 & 112. In paragraph 102, following directions

were issued:

"102. ...We, thus, are of the view that the Committee nominated by the Central Government has to complete the process of taking actions to bring to an end the matters complained of expeditiously. We are inclined to fix a time frame for completing the process of remedial actions by Committee to subserve the object for which NCLT passed an order under Section 241 and 242. We direct the Committee to complete its process of taking remedial actions to bring to an end the matters complained of by 31.03.2025. The Committee to also conduct the elections as per the Article of Association, Clause 20 of the Article of Association deals with 'Management of the Club to be vested in a General Committee', which provides the mode and manner of the election of General Committee from the prominent Members of the Club..."

3. Appeals were disposed of as per directions in paragraph 112 of the

judgment is as follows:

Contempt Case (AT) No. 22 of 2025 in Comp. App. (AT) No. 93 of 2022 2 of 12 "112. In view of foregoing discussions and our conclusions, we dispose of these Appeal(s) in following manner:

(1) The order dated 01.04.2022 passed by NCLT in Company Petition No. 71/(241-242)/PB/2020 is upheld.

(2) The Committee nominated by the Central Government in pursuance to the order dated 01.04.2022 passed by NCLAT is directed to complete the all remedial measures, so as to end the matters complained of on or before 31.03.2025.

(3) The Committee nominated by the Central Government in pursuance of the impugned order dated 01.04.2022, is directed to conduct the election of President and Members of the General Council in accordance with Clause 20 of the Article of Association within three months after 31.03.2025 and install the duly elected General Council accordingly.

(4) The General Council of the Club with whom management is entrusted, shall act in accordance with Memorandum of Association and Article of Association and conduct its affairs accordingly.

Parties shall bear their own costs."

4. Challenging the order of this Tribunal dated 21.10.2024, appellant of

the appeal - 'Major Atul Dev (Retd.) & Ors.' filed Civil Appeal No. 395/2025 in

which appeal, Hon'ble Supreme Court issued notices on 27.01.2025.

Gymkhana Club represented by the committee appointed under the order of

the NCLT dated 01.04.2022 filed an application I.A. No. 1262/2025 in Comp.

App. (AT) No. 93/2022 and I.A. No.1263/2025 in Comp. App. (AT)

No.141/2022. This Tribunal on 28.03.2025 dismissed I.A. Nos. 1262 &

1263/2025 noticing that against the judgment of this Tribunal dated

21.10.2024, appeal has been filed in the Hon'ble Supreme Court in which

notices has been issued on 27.01.2025. This Tribunal held that application

Contempt Case (AT) No. 22 of 2025 in Comp. App. (AT) No. 93 of 2022 3 of 12 praying for extension of time need not be entertained by this Tribunal it was

open for the appellant/applicant to pray for such relief as permissible in in

accordance with law in the pending appeal before the Hon'ble Supreme Court.

Order dated 28.03.2025 passed by this Tribunal is as follows:

"IA. No. 1262, 1263 of 2025- This is an application filed on behalf of Applicant praying for following reliefs:

"a. Extend the time period granted to the MCA- Nominated GC until all the issues highlighted hereinabove and in the Impugned Order of the Ld. NCLT are addressed and the affairs of the Club are remedied in compliance with law;

b. Pass any other order(s) or direction(s) as this Hon'ble Tribunal may deem fit and proper in the facts and circumstances of the present case and in the interest of justice".

This Tribunal by its Judgment dated 21.10.2024 has decided CA (AT) No. 93 and CA (AT) No. 141 of 2022 finally after hearing all the parties. It has been brought to our notice that Civil Appeal No(s). 395 of 2025 has been filed challenging the said Judgment before the Hon'ble Supreme Court. Hon'ble Supreme Court vide order 27.01.2025 has passed the following order:

"I.A. No. 12584 of 2025, Application for deletion of proforma Respondent Nos. 4 to 19 is allowed at the risk and cost of the petitioners.

At this stage, learned Counsel, who are on caveat on behalf of Respondent Nos. 1 and 2, accept notice and waive service.

Issue notice to Respondent No. 3 returnable in six weeks".

Hon'ble Supreme Court having already issued notice. In view of the appeal being entertained by Hon'ble Supreme Court against our Judgment dated 21.10.2024, we are of the view that this application praying for extension of time need not be entertained by this Tribunal. It is open for the Appellant/Applicant to pray for such relief as permissible in accordance

Contempt Case (AT) No. 22 of 2025 in Comp. App. (AT) No. 93 of 2022 4 of 12 with law in the pending appeal before the Hon'ble Supreme Court.

With these observations, we dismiss the application."

5. Subsequent to order dated 28.03.2025, Delhi Gymkhana Club Ltd. filed

Civil Appeal Nos. 5140/2025 & 5145/2025 challenging the order of this

Tribunal dated 21.10.2024 which appeals were disposed of as withdrawn with

liberty to file appropriate application for appropriate relief in the pending

appeal (C.A. No.395/2025). Order of the Hon'ble Supreme Court dated

16.04.2025 is as follows:

"Mr. K.M. Nataraj, learned senior counsel, appearing for the appellant(s) seeks permission to withdraw these appeals with liberty to file application for appropriate relief in the pending appeal (C.A. No.395/2025). Accordingly, the appeals are disposed of as withdrawn with the liberty as prayed by the appellant (s).

All the contentions of the respondents on the application proposed to be made by the appellant are kept open."

6. After order was passed by the Hon'ble Supreme Court on 16.04.2025,

the Delhi Gymkhana Club filed an application for extension of time in Civil

Appeal No.395/2025 on 23.04.2025 which application is pending

consideration.

7. Two contempt applications being Contempt Case (AT) No.21/2025 and

Contempt Case (AT) No.22/2025 came to be filed in this Tribunal on

30.06.2025 and 21.07.2025 respectively. Both the Contempt Case (AT) Nos.

21/2025 & 22/2025 (Contempt Case (AT) No.22/2025 filed by Col. Ashish

Khanna, the applicant in this contempt application) have been filed for

Contempt Case (AT) No. 22 of 2025 in Comp. App. (AT) No. 93 of 2022 5 of 12 initiating contempt proceeding against the respondents for breach of

judgment of this Tribunal dated 21.10.2024 passed in Comp. App. (AT)

No.93/2024.

8. Both the Contempt Case (AT) No. 21/2025 in the matter of 'Major Atul

Dev (Retd.) & Ors.' Vs. 'Union of India, M.C.A. & Ors.' and Contempt Case (AT)

No.22/2025 'Col. Ashish Khanna, (Retd.)' Vs. 'Malay Sinha & Ors.' came to be

listed for the first time on 25.07.2025. Contempt Case (AT) No.21/2025 was

heard, where learned counsel for the applicant brought into notice of filing of

appeal in the Hon'ble Supreme Court. It was stated by learned counsel for

the applicant as well as learned counsel appearing for Delhi Gymkhana Club

that the appeal before the Hon'ble Supreme Court is likely to be listed on

04.08.2024. Learned counsel for Delhi Gymkhana Club has also stated before

this Tribunal that they have filed an application in Civil Appeal No. 395/2025

for extension of time granted to MCA - appointed General Committee, on

23.04.2025 which application is likely to be listed before Hon'ble Supreme

Court on 04.08.2025. By order dated 25.07.2025 passed in Contempt Case

(AT) No. 21/2025, the contempt application was directed to be listed on

22.08.2025. The order dated 25.07.2025 passed in Contempt Case (AT)

No.21/2025 is as follows:

"Ld. Counsel for the Appellant submits that an appeal has been filed by the Appellant before the Hon'ble Supreme Court challenging the order dated 21.10.2024 passed by this Tribunal in which on 27.01.2025 notices were issued and the appeal is tentatively shown to be listed on 04.08.2024.

Contempt Case (AT) No. 22 of 2025 in Comp. App. (AT) No. 93 of 2022 6 of 12 Ld. Counsel appearing for the Delhi Gymkhana Club submits that Delhi Gymkhana Club has also filed an application praying for extension of the time granted to MCA - appointed General Committee, on 23.04.2025 which application is likely to be listed before Hon'ble Supreme Court on 04.08.2025. Company Appeal (AT) (Ins.) No. 93 of 2022.

We are of the view that this contempt application needs to be taken up after hearing before the Hon'ble Supreme Court on 04.08.2025.

List this appeal on 22.08.2025."

9. When the Contempt Case (AT) No.22/2025 came for consideration, the

Court suggested to the learned counsel for the applicant in Contempt Case

(AT) No.22/2025 that this contempt application be also listed on 22.08.2025

along with Contempt Case (AT) No.21/2025. Learned counsel appearing for

the applicant in Contempt Case (AT) No.22/2025 objected to the listing of the

contempt on 22.08.2025 and submitted that there are additional prayers and

additional grounds in Contempt Case (AT) No.22/2025 which need to be

heard. We proceeded to hear the submissions of learned counsel for the

applicant. Learned counsel for the applicant submitted that in the Contempt

Case (AT) No.22/2025, there are additional Prayers apart from initiating civil

contempt proceedings for disobeying the judgment dated 21.10.2024. We

need to first notice Prayers made in Contempt Case (AT) No.22/2025 which

are as follows:

"A. Initiate appropriate civil contempt proceedings against the Respondent No.2 under the Contempt of Courts Act, 1971 for wilfully and deliberately, disobeying the judgment dated 21-10-2024 passed by this Hon'ble NCLAT in the captioned appeal ; AND B. Direct the Respondent No.2 to forthwith comply with the judgment dated 21-10-2024 passed by this

Contempt Case (AT) No. 22 of 2025 in Comp. App. (AT) No. 93 of 2022 7 of 12 Hon'ble NCLAT, including conduct of elections and AGM forthwith; AND C. Take cognisance of and initiate appropriate criminal contempt proceedings against the Respondent No.2 under the Contempt of Courts Act, 1971 for interfering with the administration of justice and implementation of the judgment dated 21-10-2024;

D. Direct DGCoA, to file report in 2 weeks on the original and tampered Bakertilly Forensic Audit report. E. And pass such other order or further orders as this Hon'ble Tribunal may deem fit and proper under the circumstances of the case."

10. The Prayer A & B relates to disobedience of judgment dated 21.10.2024.

As noted above, Contempt Case (AT) No.21/2025 which was filed by the

appellants of the appeal which was decided by this Tribunal on 21.10.2024

was adjourned to 22.08.2025 for the reasons as noticed in the order passed

in Contempt Case (AT) No.21/2025 dated 25.07.2025 as noted above.

11. The additional Prayer which has been made in the contempt application

are to initiate appropriate criminal contempt proceedings against the R-2

under the Contempt of Courts Act, 1971 and further to direct DGCoA to file

report in two weeks on the original and tampered Bakertilly Forensic Audit

Report. It has also been pleaded in paragraph 21 that Respondent No. 3 has

not filed three monthly action taken reports and the Financial Report as

directed (by order dated 01.04.2022 of the NCLT). In paragraph 21 of the

application it has been pleaded:

"21. Furthermore, given repeated contumacious conduct of the Respondent No.2 in inter alia purposely not filing 3 monthly Action taken reports and the Financial report as directed, and in stark violation of Orders of this Hon'ble Tribunal, the acts of Respondent No.2 prove wilful mens rea to obstruct the

Contempt Case (AT) No. 22 of 2025 in Comp. App. (AT) No. 93 of 2022 8 of 12 administration of justice. Such misconduct prevents this forum from being able to adjudicate issues regarding corrupt affairs of R-2 gymkhana, thereby also amounting to criminal contempt under Section 2(d) of the Contempt of Courts Act, 1971."

12. The order dated 01.04.2022 passed by the NCLT in C.P.71/241-

242/PB/2020 stood merged with the order of this Tribunal dated 21.10.2024.

An application to initiate contempt for disobeying the order dated 21.10.2024

has already been filed as noted above i.e., Contempt Case (AT) No.21/2025

which is directed to be listed on 22.08.2025 after the hearing before the

Hon'ble Supreme Court which was likely to be listed on 04.08.2025.

13. Learned counsel for the applicant has pressed Contempt Case (AT)

No.22/2025 insofar as additional grounds as noted above. Insofar as

additional Prayers as noted above in Prayer 'C' & 'D' is concerned when

application for initiating civil contempt proceedings for alleged disobedience

of the Judgment dated 21.10.2024 is being considered by this Tribunal in

Contempt Case (AT) No.21/2025 which has been directed to be listed on

22.08.2025, we do not see any justification for initiating criminal contempt

proceedings as prayed in the application. Coming to the Prayer 'D' to file a

report in two weeks on the original and tampered Bakertilly Forensic Audit

Report is concerned, the said prayer is beyond the scope of contempt

proceedings. In contempt proceedings no substantive directions can be

issued which directions were permissible only in the company petition and

the company appeal which were decided on 01.04.2022 and 21.10.2024. We

thus do not find any substance in the Prayer 'D' as made in the contempt

Contempt Case (AT) No. 22 of 2025 in Comp. App. (AT) No. 93 of 2022 9 of 12 application. As noted above, the Prayer 'C' & 'D' are the only two additional

prayer which are made in Contempt Case (AT) No.22/2025.

14. We may also notice the Judgment of the Hon'ble Supreme Court in the

matter of 'Dr. H. Phunindre Singh & Ors.' Vs. 'K.K. Sethi & Anr.' reported

in [(1998) 9 SCC 640]. Learned counsel for the applicant has relied on the

said judgment to support his submission that Contempt Case (AT)

No.22/2025 needs to be heard and mere fact that appeal has been filed

against judgment dated 21.10.2024 of this Tribunal is not ground to not

proceed to hear the contempt application. It is useful to extract the entire

judgment of 'Dr. H. Phunindre Singh & Ors.' (supra), which is to the

following effect:

"1. Leave granted.

2. Heard learned counsel for the parties. In our view, in the facts of the case, particularly when the order passed by the learned Single Judge of the High Court was not stayed by the Division Bench, the contempt petition should have been disposed of on merits instead of adjourning the same till disposal of the appeal, so that question of deliberate violation of the subsisting order of the Court is considered and enforceability of the Court's order is not permitted to be diluted. In the facts of the case, we feel that the contempt petition should be disposed of within a period of three months from the date of the communication of this order and we order accordingly. It is further directed that before disposal of the contempt petition, the pending appeal should not be taken up for hearing. The appeal is accordingly disposed of."

15. In the above case, against the order of Learned Single Judge of the High

Court an appeal was filed before the Division Bench, contempt application

filed in the appeal was adjourned till the disposal of the appeal against which

Contempt Case (AT) No. 22 of 2025 in Comp. App. (AT) No. 93 of 2022 10 of 12 order Civil Appeal was filed before the Hon'ble Supreme Court. In the above

facts, Hon'ble Supreme Court held that contempt petition should be disposed

of and before disposal of the contempt petition, the pending appeal should not

be taken up for hearing. The present is the case, where against the judgment

dated 21.10.2024, appeal has been filed in the Hon'ble Supreme Court being

Civil Appeal No. 395/2025. Contempt application has not been filed in the

Appellate Court i.e., Hon'ble Supreme Court which was the fact in the case

before 'Dr. H. Phunindre Singh & Ors.' (supra). The contempt application

in the present case i.e., Contempt Case (AT) No.21/2025 has not adjourned

till the disposal of the appeal before the Hon'ble Supreme Court rather

noticing the fact that in the appeal, an application has also been filed and the

appeal was likely to be listed on 04.08.2025 and the application for Delhi

Gymkhana Club has also been filed for extension of time which was allowed

by the judgment dated 21.10.2024, which application was also likely to be

listed on 04.08.2025. Noticing the aforesaid, the order was passed on

25.07.2025 in Contempt Case (AT) No.21/2025 for listing it on 22.08.2025.

The present is not a case where contempt application is adjourned till the

disposal of the appeal before the Hon'ble Supreme Court.

16. In view of the foregoing discussions, we find that additional Prayers

which have been made in Contempt Case (AT) No.22/2025 for which the

contempt application has been pressed by the applicant cannot be allowed for

the reasons as above. Insofar as initiating contempt with regard to alleged

Contempt Case (AT) No. 22 of 2025 in Comp. App. (AT) No. 93 of 2022 11 of 12 disobedience of judgment dated 21.10.2024, Contempt Case (AT) No.21/2025

which is directed to be listed on 22.08.2025 is being considered.

17. We, thus dismiss this contempt application leaving open all contentions

of the parties on allegations of disobedience of judgment and order dated

21.10.2024 passed in Comp. App. (AT) No.93/2024 decided on 21.10.2024 to

be examined in Contempt Case (AT) No.21/2025.

Subject to above, Contempt Case (AT) No.22/2025 is dismissed.

[Justice Ashok Bhushan] Chairperson

[Arun Baroka] Member (Technical) NEW DELHI

13th August, 2025

himanshu

Contempt Case (AT) No. 22 of 2025 in Comp. App. (AT) No. 93 of 2022 12 of 12