International Print O-Pac Ltd And Ors vs Ares Investments Llc

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NATIONAL COMPANY LAW APPELLATE TRIBUNAL PRINCIPAL BENCH NEW DELHI COMPANY APPEAL (AT) NO.172 OF 2022 And IA No.3467 of 2022 In the matter of: International Print-o-Pac Ltd & Ors Appellant Vs Ares Investments LLC Respondent For Appellant: Mr Swapnil Gupta, Mr. Varun Tandon, Advocates. For Respondent: Mr Sameer Jain, Mr Suvigya Awasthy, Mr. Love Kumar Gupta, Mr. Rohan Gulati, Advocates. ORDER

22.09.2022: Heard Mr. Swapnil Gupta, learned counsel for the Appellant

and Mr. Sameer Jain, learned counsel who has appeared on behalf of the sole

Respondent. The present appeal under Section 421 of the Companies Act,

2013 has been filed against an order dated 5th July, 2022 passed by the

National Company Law Tribunal, Court V (Special Bench), New Delhi in IA

/141/2022 filed in CP No.145/241-242/ND/2021.

By the said order while dismissing the application IA-141/2022 the

Learned NCLT directed the Respondents to conduct business of the

organization in accordance with the Articles of Association and strictly adhere

to the Articles of Association read in consultation with Memorandum of

Association.

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Learned counsel for the appellant assailing the order submits that once

the NCLT was persuaded to pass an order of dismissal as the petition had

become infructuous, there was no reason available to pass such an order. He

submits that it is not only the case that the NCLT has passed a simple

direction, but the direction which has been given by the NCLT in relation to

the prayer made by Respondent/applicant before the NCLT i.e. Relief No.(d)

of the petition. It has been argued that if this order is not interfered with,

there is every possibility that again and again the applicant/Respondent

herein may approach the Tribunal with a view to harass the appellant on

allegation of violation of direction which has been issued in the impugned

order.

Learned counsel for the Respondent has opposed the appeal on the

ground that there is no special direction passed by the Tribunal. It is only a

direction to conduct business of the organization in accordance with the

Articles of Association and strictly adhere to the Articles of Association read

in consultation with Memorandum of Association. There is no reason for

assailing the impugned order. We have heard both the parties and perused

the material available on record particularly the petition which was filed

before the NCLT. It is true that same relief was sought which was granted by

the Tribunal but in the application besides prayer (d), other reliefs were also

sought, which are as under:-

a) Allow the present application and grant an ex parte ad interim stay

on passing resolution in the board meeting dated 30.06.2022,

leasing out the company premises in violation to the AoA of the 3

Company, till the present application is finally adjudicated by this

Hon'ble Tribunal;

b) Allow the present application restraining the Respondents for

passing resolution for leasing out the company's immovable

property, in violation to the byelaw i.e. Memorandum of Association

and Article of Association of the Respondent company.

c) Allow the present application, directing Respondents to provide the

mandatory information to the Applicant as mentioned in para 3 of

the present application, in a time bound manner, in accordance with

the AoA of the Company;

d) Direct the Respondents to strictly comply with the provisions of

Companies Act and the byelaws of the Respondent Company, in

conducting and managing the affairs of the company.

e) Direct the Respondents to act strictly in conformity with Clause 111-

A "Reserve Matters" of the AoA and refrain from taking any action

envisaged under Clause 111A "Reserve Matters" in the byelaws of

the company without the express written consent of the Applicant

forthwith.

f) Pass any order or direction, which this Hon'ble Tribunal may deem

fit, in the interest of justice and equity and to redress the injustice

caused to the Applicant by the Respondent.

It was not disputed during the hearing of this Appeal that submission

was advanced on behalf of the appellant, who was Respondent before the

NCLT that the petition filed by the Respondent herein had become 4

infructuous. It is true that by the impugned order the Learned NCLT while

accepting the request of the appellant herein dismissed the application as the

same had become infructuous. However, further direction was given to

conduct the business of the organization in accordance with the Articles of

Association and strictly adhere to the Articles of Association read in

consultation with Memorandum of Association.

Even if in the petition filed before the NCLT, had there been no such

prayer we are of the opinion that while dismissing the petition the NCLT

having inherent jurisdiction has not committed any error in passing such

observation.

In view of aforesaid fact we find no ground in the appeal to interfere

with the impugned order. It is simply a direction to conduct business of the

organization in accordance with the Articles of Association and strictly adhere

to the Articles of Association read in consultation with Memorandum of

Association.

We find no merit in the appeal. The appeal stands dismissed.

(Justice Rakesh Kumar) Member (Judicial)

(Dr. Ashok Kumar Mishra) Member (Technical) Bm/gc