Manish Kumar Verma vs Felix Tools Private Limited

IN THE MATTER OF: Manish Kumar Verma ....Appellant

Vs. Felix Tools Pvt. Ltd. & Ors. ...Respondents

Present: For Appellant: Mr. Naresh Kumar Sejvani, Advocate.

For Respondents: Mr. Amol Vyas, Advocate for R-1 to 4.

ORDER

(Virtual Mode)

22.02.2022: Heard both sides.

It comes to be known that the National Company Law Tribunal, Jaipur

Bench in CP No. 194/241/JPR/2020 & CP No. 01/241-242/JPR/2021 on

16.07.2021 at paragraph 5 to 7 had observed the following:

"5. At the hearing of this matter on 29.01.2021, the issue of interim relief and admissibility was brought up in both petitions. However, no order was passed or subsequent listing took place due to lockdown. The matter came up in June 2021 on an urgent application upon the action of the majority shareholders for removal of Sh. Manish Kumar Verma from the board of directors which resolution was carried through. Status quo as on that day was granted vide order dated 08.06.2021. No other interim relief was given in CP No. 01/241- 242/JPR/2021.

-2- 6. It is seen that the interim relief claimed in CP No. 194/241/JPR/2020 is as follows:-

A. The Respondent No. 2 & 3 may be injuncted from continuing with the competitive business of the Respondent Company and may further by injuncted from approaching the customers and suppliers of the Respondent Company for soliciting business of the Respondent Company.

B. The Respondent No. 2 & 3 may be restrained from acting detrimental to the interest of the Respondent Company and may be injuncted from acting in manner competitive to the Respondent Company.

7. However, it is noted that the said interim relief as prayed for is same as final relief and imprudent to consider without full perspective of the case. In view of the allegations and cross allegations, besides apparent non-cooperation, it is in the interest of the company and the parties that this matter be heard and decided. This is particularly important in view of the fact that admittedly there was a settlement between the parties in August 2020 which seems to have derailed. In subsequent listing of the case, we have directed the parties to file the replies in both CPs as well as in pending CAs and also to furnish written arguments so that the matter can be heard and disposed of accordingly. The matter stands admitted.

Besides status quo as ordered in CP No. 01/241- 242/JPR/2021 there can be no order at this stage on the issue of any other interim reliefs. It is directed that the pleadings be completed in both the CPs and CAs as ordered well before the next date of hearing on 07.09.2021."

The grievance of the Learned Counsel for the Appellant is that the

Appellant had filed Company Application No. 31/JPR/2021 in CP No.

194/241/JPR/2020, Company Application No. 34/JPR/2021in CP No. 01/241-

242/JPR/2021 and the Tribunal has listed the matters, i.e. not only the

aforesaid Company Applications and the Main Company Petitions, on -3-

08.03.2022 by issuing directions to the effect that pleadings to be completed in

both the 'Company Petitions' and the 'Company Applications' in issue.

The Learned Counsel for the Appellant comes out with a plea that when

the maintainability of the main Company Petition is urged before the 'Tribunal'

and the said application is pending before the Tribunal then, by no stretch of

imagination the matter cannot be admitted and in this regard, the Tribunal has

committed an error, which has caused immense prejudice to the Appellant.

Conversely, it is a submission of Learned Counsel for the Respondents

that the 'Tribunal' has passed the impugned order correctly and the same

requires no interference in the hands of this 'Tribunal' sitting in 'Appellate

Jurisdiction'. In any event, the Learned Counsel for the Respondent informs this

Tribunal that the Respondents will file their Replies to the maintainability

application, and in CA No. 34/JPR/2021, as well as to the main Company

Petitions before the next date of hearing, on 08.03.2022 when the matter is slated

before the Tribunal.

This 'Tribunal' has heard the Learned Counsels appearing for the

respective parties and noticed their contentions.

Considering the fact that the 'Tribunal', notwithstanding the fact that

maintainability application and the application seeking stay for holding of EGM

are pending in the main company petitions before the 'Tribunal', the Tribunal

was perforced to admit the company petitions and went on to observe that the -4-

'status quo' was ordered in CP No. 01/241-242/JPR/2021 and that there could

not be any order, at the stage of the issue of any other reliefs etc.

Ongoing through the impugned order of the 'Tribunal', this Appellate

'Tribunal' based on the facts and circumstances of the case is of the considered

opinion that the same, does not require any interference, because of the fact that

this Tribunal is of the considered view, despite the maintainability application

being filed in regard to the issue of validity of the Company Petition, being filed

by the concerned party, yet the 'Tribunal' under the Companies Act, 2013 has

an inbuilt inherent power, especially, in the teeth of Section 242 (m) of the act,

to pass an 'order of admission' and further, passing of an order of admission of

Main Company Petition will not preclude the Tribunal to take up the

maintainability of the CA No. 31/JPR/2021 at a subsequent stage or to take up

the same together with the main Company Petition as it deems fit and proper.

Viewed in that perspective, this 'Tribunal' comes to an irresistible and

inevitable conclusion that the 'instant Appeal' sans merits and it fails.

In fine, the Comp. Appeal (AT) No. 117 of 2021 is dismissed. No costs.

Before parting with the case, this 'Tribunal' directs the Respondents, to

secure the ends of justice, to file their Counters to the main Company Petitions

as well as to the Company Applications and to complete the pleadings entirety,

as directed by the 'Tribunal', and when the 'Tribunal' takes up the matter on

08.03.2022, it is made quite clear by this 'Tribunal' that the parties shall

complete the pleadings without fail (thereby avoiding procrastination) and soon -5-

after completion of pleadings the 'Tribunal' shall proceed further of course, in

the manner known to law and in accordance with law.

All Connected Interlocutory Applications pending if any are closed.

[Justice M. Venugopal] Member (Judicial)

[Dr. Ashok Kumar Mishra] Member (Technical)

sr/gc Company Appeal (AT) No. 117 of 2021