Mr.Bajrang Lal Agarwal vs Mr. Rajender Khandelwal & Anr

NATIONAL COMPANY LAW APPELLATE TRIBUNAL, Principal Bench, New Delhi Comp. App. (AT) No. 143 of 2022 IN THE MATTER OF: Bajrang Lal Agarwal ...Appellant Vs. Rajendra Kumar Khandelwal & Anr. ....Respondents Present: For Appellant: Ms. Nivedita R. Sarda and Ms.Sagrika Joshi, Advocates

For Respondent: Mr. Naresh Kr. Sejvani, Advocate

ORDER

20.09.2022: Heard Ms. Nivedita R Sarda, Ld counsel for the Appellant and

Mr. Naresh Kr. Sejvani, Ld Counsel for the Respondent No.1&2.

2. The present appeal has been preferred by the Appellant under Section 421

of the Companies Act, 2013 (hereinafter referred to as 'Act') against an order

dated 28.04.2022 passed by the 'National Company Law Tribunal, Jaipur'

(hereinafter referred to as 'NCLT) in CP No. 34/241-242/JPR/2018 and CP No.

214/241-242/ND/2018.

3. By the said order, the Ld. NCLT after noticing the fact that the Appellant

who was having only 25% shares has disposed of major portion of the property

of the Company either to his wife or other relatives, has passed interim order to

maintain 'status quo'. The direction has issued in para 23 of the 'impugned order'

which is quoted herein below:

"23 - In view of the foregoing, the Tribunal deems it fit to order

as follows:

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Company Appeal(AT) No. 143 of 2022

a) The Respondent Company, Kamal Kunj Developers Private

Limited (CIN U45201RJ2005PTC021841), shall maintain status

quo on/of all immoveable properties of the company.

b) No third party interest shall be created through sale, agreement

to sell, rental, lease, mortgage, lien or by any other means which

has the effect of creating an encumbrance on the property of the

aforesaid company.

c) Further, Respondent No.16 i.e. Sub Registrar-II, Ajmer,

Rajasthan, is hereby directed not to register any document(s) in

respect of whole or any part of the property of the aforesaid

company, including any unit within the aforesaid commercial

shopping complex, namely Shree Trade/Shree Swami Shopping

Centre (Old property Shree Talkies) without prior permission/

order of the Tribunal.

d) The above reliefs shall be operative till the next effective date of

hearing and may be modified if required in the future. The

question of any other/ further reliefs to any of the parties

through the course of this litigation is kept open"

4. Ld counsel for the Appellant tried to persuade the court that the

Respondents were not having any locus to file petition before the NCLT and the

same was not maintainable. Ld counsel for the Appellant has further raised a

question of jurisdiction of the NCLT and submits that NCLT is not having

2 Company Appeal(AT) No. 143 of 2022 jurisdiction to pass order for 'cancelling' or 'interfering' with the sale deed. It has

also been argued that without affording any proper opportunity to the Appellant,

the impugned order has been passed which needs to be interfered with.

5. Mr. Naresh Kr. Sejvani, Ld counsel for the Respondent No.1 & 2 opposing

the prayer and has referred to para 13 and 20 of the impugned order. By way of

referring to para 13, he submits that despite valid service of notice, the Appellant

herein has preferred not to file detailed reply. It would be better to reproduce

para 13 & 20 and the same is depicted herein below:

"13. In respect of Respondent Nos.2,4&9, notice

was duly accepted by the counsel appearing on

their behalf. In the hearing on 01.01.2019, it was

brought to the notice of the Tribunal by the learned

counsel for the Respondent Nos. 2, 4 & 9 that the

concerned company (Kamal Kunj Developers Pvt.

Ltd.) had been struck off by the RoC and an

appeal under Section 252 had been filed in such

regard.

20. Replies of Respondent Nos. 3, 4 & 5 in CP No.

214/241-242/ND/2018 had been filed in

December, 2018, soon after institution of the

Petition."

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6. Ld counsel for the Respondent has further drawn our attention to the

impugned order itself to elaborate that the Appellant was having only 25% of the

share and it is not in dispute that major portion of the property of the Company

has been transferred either to his wife or relatives of the Appellant. He further

submits that the Appellant is only interested to delay the final disposal of the

main petition which is pending before the NCLT, filed under Section 241-242 of

the Act.

7. Besides hearing Ld counsel for the parties, we have perused the materials

available on record. Facts remain that before the NCLT, despite valid service of

notice, the Appellant has preferred not to file proper reply. Normally, if an order

is passed by a 'Court' where no reply is filed and it is not contested, the same

person is not entitled to assail the order before the 'Appellate Authority'.

However, without going into such dispute, considering the fact which is not

disputed that the Appellant has already transferred the major portion of the

property either his wife or other relatives, we consider that by passing order for

maintaining status quo, the NCLT has committed no error.

8. We are of the considered opinion that once the Ld. NCLT has passed an

order for maintaining a 'status quo' during pendency of the Petition, filed under

Section 241-242 of the Act, the Ld. NCLT has committed no error. It is also not

in dispute that main petition was filed in the year 2018 and till date no final

disposal has been taken. Accordingly, while dismissing the present appeal, it is

4 Company Appeal(AT) No. 143 of 2022 desirable to observe that Ld NCLT may take appropriate steps for disposal of the

main petition so that all the disputes may come to an end at the earliest.

With above observations, the Appeal stands dismissed.

[Justice Rakesh Kumar] Member (Judicial)

[Dr. Ashok Kumar Mishra] Member (Technical) Raushan/GC

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