Jayant Gupta vs Hansraj Gupta And Co. Pvt Ltd. And Ors

Jayant Gupta ...Appellant

Vs.

Hansraj Gupta & Co. Pvt. Ltd. & Ors. ...Respondents

Present: Appellant: Mr. Krishnendu Datta, Sr. Advocate with Mrs. Pooja M. Saigal, Mr. Jatin Dua, Ms. Kaveri Rawal and Mr. Akhil Nene, Advocates

Respondent: Mr. Gaurav Mitra, Mr. Tushar A., Ms. Pratiksha Sharma, Mr. Ankit Acharya, Ms. Sukanya Sehgal, Ms. Lavanya Pathak, Ms. Misha Mitlani and Ms. Ritu Chaudhary, Advocates

ORDER

(Hybrid Mode)

3.7.2024 - This Appeal is filed against Order dated 10th

May, 2024 by which an Application bearing IA (CA) No.112 of 2022

filed by the Respondent No.11 and 12 seeking to be impleaded as

legal representative of the deceased Shivraj Gupta (Petitioner No.1 in

the Company Petition No.118/241-242/(PB)/ 2020) has been

allowed. Counsel for the Appellant has argued that the deceased Shri 2

Shivraj Gupta had executed the registered will on 25th September,

2007 bequeathing the shares in favour of Petitioner No.2 It is

submitted that the Appellant earlier filed CA 303 of 2021 for

impleading himself as legal representative of deceased Shri Shivraj

Gupta on which Order was passed on 22nd July, 2021 which read as

under:-

"This is an application filed by the Petitioner No.2 seeking amendment of main petition filed under Section 251 of the Companies Act, 2013 by substituting name of legal heir of Petitioner No.1 who has expired on 02.05.2021. Learned Counsel states that the Petition No.2 has been bequeathed the shares of present company. Petitioner No.2 will be substituted as the legal heir of the Petitioner No.1.

Learned counsel for the Respondent formally objects to this application stating that the allegations against the Petitioner No.1 quathe Petitioner No.2 will stand unsubstantiated or not by merely changing the title of the petition is an issue to be examined. The same issue will be considered at the time of hearing of the petition.

The Application is allowed and the same stands disposed of."

Company Appeal (AT) No.185 of 2024 3

He has further submitted that both the daughters (Respondents

No.11 and 12) had also executed deed of declaration and family

settlement as per which the Appellant has become the sole owner of

the said shares which have been bequeathed by his late father by

virtue of the aforesaid will. Learned Counsel has vehemently argued

that all these facts on record before the Tribunal were not considered

in the Impugned Order as the impugned Order only talks of an earlier

Order passed by the Tribunal on 29th September, 2022 by which the

matter was referred to the Mediator and the daughters were also

allowed to participate in the mediation. It is further submitted that

in the impugned Order, the Tribunal has only referred to the reasons

given in the I.A. which is stated to have been filed by Respondents

No.11 and 12 and thereafter the application has been allowed in the

interest of justice without making any reference to the stand taken

by the Appellant in defence. In response, Counsel for Respondents

No.11 and 12 has argued that the will, deed and family settlement

set up by the Appellant, have already been challenged by them before

the Civil Court, Saket by way of a suit for declaration. However, he

has admitted that the inunction prayed for has not been granted.

Counsel for the Appellant has also submitted that the Order suffers

Company Appeal (AT) No.185 of 2024 4

from non-application of mind and is a non-speaking Order and thus

violates the principals of natural justice.

We have heard Counsel for the parties and after examining the

record, are of the considered opinion that the Tribunal has passed

the Order without mentioning a word about the defence taken by the

Appellant in the Application. The Tribunal has taken into

consideration the Order dated 29th September, 2022 and the

Application which was filed by the Respondents No.11 and 12. In our

considered opinion, the Tribunal has not passed a speaking Order

because for the purpose of passing the speaking Order, the Tribunal

was required to refer to the defence taken by the Appellant as well

and then should have come to a conclusion as to whether

Respondents No.11 and 12 are entitled to be impleaded as a legal

representative of the deceased.

Thus, in view of the aforesaid discussion, the Impugned Order

dated 10th May, 2024 is set aside. IA (CA) No.112 of 2022 is restored.

The matter is remanded back to the Tribunal who is seized of the

main case to decide this application as early as possible. The parties

shall appear before the Tribunal on 9th July, 2024. It is also made

Company Appeal (AT) No.185 of 2024 5

clear that we have not expressed any opinion on the merits of the

case which shall be decided by the Tribunal.

[Justice Rakesh Kumar Jain] Member (Judicial)

[Mr. Ajai Das Mehrotra] Member (Technical) rs/md

Company Appeal (AT) No.185 of 2024