M/S. Juggilal Kamlapanth Jute Mills ... vs M/S. Yashdeep Trexim Pvt. Ltd. & Ors

M/s. Juggilal Kamlapath Jute Mills Col. Ltd. (now known as GEO Jute Ltd.) ...Appellant

Versus

M/s. Yashdeep Trexim Pvt. Ltd. & Ors. ...Respondents

Present:

For Appellant : Ms. Purti Marwaha Gupta and Ms. Henna George, Advocates

For 1st Respondent: Mr. Gaurav Kejriwal and Mr. Atanu Mukherjee, Advocates

ORDER

12.03.2018 A petition under Sections 111, 111A, 235, 397, 398, 402, 403

and 406 of the Companies Act, 1956 was filed by 'M/s. Yashdeep Trexim Private

Limited' (hereinafter referred to as the 1st Respondent) and others. The appellant

- 'M/s. Juggilal Kamplapath Jute Mills Company Limited' has been impleaded

as 17th Respondent (hereinafter referred to as the 17th Respondent).

2. The 17th Respondent (appellant) filed an application being C.A. No. 691 of

2013 in Company Petition No. 942 of 2012 with the following prayer:

"a) To dismiss the Company Petition No. 942/2012 as against

the Applicant/Respondent No. 17;

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b) The name of the Applicant/Respondent No. 17 in the

Company Petition No. 942/2012, be expunged from the cause

title in this proceeding;

c) Stay of all further proceedings in CP No. 942/2012 till

disposal of the present application."

The National Company Law Tribunal, Kolkata Bench, Kolkata (hereinafter

referred to as the 'Tribunal') by the impugned order dated 6th July, 2017 rejected

the application holding the 17th Respondent (appellant herein) as a necessary

party.

3. The learned counsel appearing on behalf of the appellant (17th

Respondent) submits that an interim order was passed by the Tribunal on 26th

November, 2012 which was modified on 15th January, 2013. As the interim

order was affecting the appellant (17th Respondent) and appellant is not a

necessary party, the application for expunging the 17th Respondent was filed.

4. Learned counsel for the appellant submits that the appellant company is

not a member of the 1st Respondent Company - ('Rainey Park Suppliers Pvt.

Ltd.'). The 1st Respondent Company is also not a member of the appellant

company (17th Respondent). Therefore, the appellant company (17th

Respondent) is not a necessary party to the company petition filed in respect to

1st Respondent Company and the interim order is not a binding on the appellant.

5. Learned counsel appearing on behalf of the respondent (petitioner) - 'M/s.

Yashdeep Trexim Private Limited' submits that the 1st Respondent Company -

('Rainey Park Suppliers Private Limited') holds 86.21% share in 'Juggilal

Company Appeal (AT) Nos. 282 & 283 of 2017 3

Kamlapath Jute Mills Company Limited' who is the appellant herein. However,

according to the learned counsel for the appellant it has only 5.34% of the share

capital.

6. On perusal of the record, we find in the Company Petition that there is a

deed of assignment entered into between the 'J.K. Traders Limited' - 17th

Respondent (appellant herein) and 'M/s. Rainey Park Suppliers Pvt. Ltd.' (1st

Respondent Company) on 28th July, 2007. The said deed of assignment is with

regard to the loan and facilities taken by the 17th Respondent (appellant herein)

from Punjab National Bank. As we find that the 1st Respondent Company is one

of the signatory with regard to the agreement pursuant to which the appellant

has obtained loan facility from the Punjab National Bank and the same reflects

that the assignor has agreed to assign the right, title and interest of the assignor

in the debt as also the assignor's right, title and interest in the loan document

along with the underlying securities, the Tribunal rightly observed that at initial

stage 17th respondent (appellant herein) should not be expunged from the cause

title of the proceeding, though it is open to the appellant (17th Respondent) to

raise all the questions at the time of hearing.

7. In view of the observations as made above, we dismiss the appeal with

liberty to the parties to raise all the issues including the question of

maintainability of application against one or other respondents and the issue

relating to the compliance of the SEBI's order, at the time of hearing. In such

case, the Tribunal will decide the contentions uninfluenced by the impugned

order dated 6th July, 2017.

Company Appeal (AT) Nos. 282 & 283 of 2017 4

8. As we find that Company Petition is pending for about six years since

2012, we direct the parties to co-operate with the Tribunal. They will not ask for

unnecessary adjournments. The Tribunal in its turn will decide the Company

Petition expeditiously. Both the appeals are dismissed with the aforesaid

observations. No cost.

[Justice S.J. Mukhopadhaya] Chairperson

[ Justice Bansi Lal Bhat ] Member (Judicial)

/ns/gc

Company Appeal (AT) Nos. 282 & 283 of 2017