Mooldhan Advisory Systems (P).Ltd. & ... vs Yashdeep Trexim Pvt. Ltd. & Ors
- CitationCompany Appeal (AT) No. 266 of 2019
Ratio decidendi
The rule this decision rests on
Where an interlocutory application raises a distinct relief and the tribunal disposes of it without assigning any reason, the disposal cannot stand and the matter must be remitted to the tribunal to decide the application afresh by a reasoned order after hearing the parties. Where a tribunal has refused to implead a prospective party while stating that the rights of that party are governed by the doctrine of lis pendens and leaving the question open, the order is not final on that question, and an appeal against it is not maintainable where it grants no relief to the appellant and merely records a point left open for later consideration.
Written by Miss Lucy from the judgment below, not taken from a headnote.
Judgment
As delivered
IN THE MATTER OF: Mooldhan Advisory System (P) Ltd. & Ors. ....Appellants
Vs
Yashdeep Trexim Pvt. Ltd. & Ors. ..... Respondents
Present: For Appellants:- Mr. Sachin Datta, Sr. Advocate with Mr. Satish Kr. Mishra, Advocates. For Respondents :- Mr. Avneesh Garg & Mr. Atanu Mukherjee, Advocates for R-1. Mr. Sadapurna Mukherjee, Advocate for R-2 With Company Appeal (AT) No. 294 of 2019 IN THE MATTER OF: Juggilal Kamlapath Jute Company Ltd. ....Appellant
Vs
Yashdeep Trexim Pvt. Ltd. & Ors. ..... Respondents
Present: For Appellant:- Mr. Buddy Ranganathan, Mr. CS Chauhan, Advocates. For Respondents :- Mr. Avneesh Garg & Mr. Atanu Mukherjee, Advocates. Mr. Sadapurna Mukherjee, Advocate for R-2
ORDER
16.03.2020 Heard, Learned counsel for the parties.
2. NCLT, Kolkata Bench, Kolkata by the impugned order dated
24.07.2019 dispose of the Applications I.A No. 222/2017 filed by
Yashdeep Trexim Pvt. Ltd. (Petitioner) Respondent herein and I.A No. -2-
352/2017 filed by Mooldhan Advisory System Pvt. Ltd. and Ors.
(Appellant in Company Appeal (AT) NO. 266/2019).
3. Being aggrieved Mooldhan Advisory System Pvt. Ltd. (hereinafter
referred as A-1) filed Company Appeal (AT) No. 266/2019. Whereas
Appellant Juggilal Kamlapat Jute Mills company Ltd. (hereinafter
referred as A-2) filed Company Appeal No. 294/2019.
4. Yashdeep Trexim Pvt. Ltd. (herein after referred as R-1) filed
company Petition under Section 397 and 398 of the Companies Act 1956,
being CP No. 942/2012 before the Company Law Board, subsequently,
the Petition was transferred to National Company Law Tribunal, Kolkata
Bench. During the pendency of this Petition, Yashdeep Trexim Pvt. Ltd.
(Petitioner before NCLT) filed an Application I.A No. 222/2017 for various
reliefs including for adding some parties on the ground that they are
subsequent purchaser of the some of the properties of the Company.
5. The Appellant Mooldhan Advisory System Pvt. Ltd. filed an
Application I.A No. 352/2017 for seeking relief that the Tribunal has
passed the interim injunction order to maintain status quo about fixed
assets and shareholding pattern of the Company, due to this order the
Mooldhan Advisory System Pvt. Ltd. is unable to comply the order passed
by SEBI. Therefore, it was prayed that the interim injunction order be
modified.
Company Appeal (AT) No. 266 of 2019 Company Appeal (AT) No. 294 of 2019 -3-
6. After hearing Learned counsel for the parties NCLT has disposed of
the both the Applications by the impugned order, relevant portion is as
under:
"I.A No. 222/2017 is filed by the Petitioner for adding some parties
on the ground that they are subsequent to the purchase of some of
the properties of the Company. Pending this petition, it is made clear
that broad principles of lis pendens do apply as appearing in section
55 or 52 of Transfer of Property Act are applicable. However, this
point is kept open. Hence, they need not be made a party in this
proceeding at this stage. I.A No. 222/2017 stands disposed off. In
view of above order, IA No. 352/2017 also stands disposed off. In
view of this, other matter stands adjourned. Matter to appear for
further consideration on 26.09.2019."
7. Being Aggrieved with this order these Appeals are filed.
8. Learned counsel for A-1 submits that in both the applications the
reliefs are altogether different however, Learned NCLT while disposing of
the I.A No. 222/2017 without assigning any reason disposed off the
Appellant's Application I.A No. 352 of 2017. Therefore, it will be
appropriate that the matter be remitted to NCLT for deciding the
Application I.A no. 352 of 2017 afresh.
9. Learned Counsel for the Respondents agreed that in both the
Applications the reliefs are quite different and in the impugned order the
Company Appeal (AT) No. 266 of 2019 Company Appeal (AT) No. 294 of 2019 -4-
NCLT has not assigned any reason while disposing of the I.A no. 352 of
2017.
10. Learned counsel for A-2 submits that earlier I.A No. 223/2017 was
filed by the R-1 sought same relief which is seeking in I.A no. 222/2017,
the Application I.A No. 223/2017 has already been dismissed and the
order between the parties become final. Therefore, the same relief cannot
be agitated by way of I.A no. 222/2017. Hence, the impugned order by
set aside so far as the I.A No. 222/2017 is concerned.
11. On the other hand, learned counsel for the R-1 submits that by the
impugned order the NCLT has not granted any of the relief and dispose
of the Application with this direction that the principal of lis pendence do
apply to subsequent purchaser. Thus, the Appellant cannot come within
the definition of aggrieved person. Hence, Appeal is not maintainable.
12. Considered the submissions of the parties.
13. We have carefully examined the matter it is apparent that the relief
in both the Applications are quite different. The relief seeking in
Application I.A No. 352 of 2017 is not covered with the relief of I.A No.
222 of 2017 and no reason assigned while disposing off the I.A No.
352/2017. Hence, we set aside the impugned order to the extent of I.A
No. 352/2017. The matter is remitted to National Company Law
Appellant Tribunal, Kolkata with request that after giving reasonable
opportunity of hearing to the parties decide application I.A No. 352/2017
afresh by passing reasoned order expeditiously.
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14. We have gone through the order which is already reproduced above
it is apparent that NCLT has rejected the prayer of R-1 for impleading
subsequent purchaser as party to the proceedings. However, directed
that the subsequent purchaser's right will be governed by Principal of lis
pendence and the issue is kept open. It means such order is not final.
15. We found no ground to interfere in the impugned order so far as
the Application I.A No. 222/2017 is concerned. Thus, the impugned order
is maintained so far as the I.A No. 222/2017 is concerned. However, in
regard to I.A No. 352/2017 is set aside.
14. The Appeal No. 266/2019 is allowed. However, the Appeal No.
294/2019 is dismissed. However, no order as to costs.
(Justice Jarat Kumar Jain) Member (Judicial)
(Mr. Balvinder Singh) Member (Technical)
(Dr. Ashok Kumar Mishra) Member (Technical) NEW DELHI SC
Company Appeal (AT) No. 266 of 2019 Company Appeal (AT) No. 294 of 2019
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