Mr. Kamlesh Thakorbhai Shah vs Mrs. Amita Hemant Shah & Ors

In the matter of: Kamlesh Thakorbhai Shah ...Appellant

Vs.

Amita Hemant Shah & Ors. ...Respondents

Present: Appellant: Ms. Natasha Dhruman Shah, Advocate Respondent: Mr. Arjun R. Sheth, Ms. Vaidehi Khatri, Advocates

ORDER

(Hybrid Mode) 28.07.2026 - Brief facts, which are germane for the controversy in

question as it engages in the instant Company Appeal, where the appellant

puts challenge to the impugned Order of 13.04.2013. In this company appeal,

the impugned order was passed in Cont. Petition No.05 of 2018 as preferred

in T.P. No.52 of 2016. By virtue of the proceeding, which was initiated by the

appellant was in the shape of the contempt proceedings, under Section 425

of Companies Act, to be read with 12/14 of Contempt of Courts Act, where

the appellant has sought to draw contempt proceedings for alleged violation

of the Order dated 08.03.2017 that, was rendered by the Learned NCLT,

Ahmedabad Bench, in TP No.52/397-398/AHM/2016 [new Number] (CP

122/397-398 /CLB/MB/2013 [old number]). As a consequence of the

Judgement rendered by the Learned Tribunal on 08.03.2017, certain

directions were issued as contained in para - 40 of the concluding Judgement

and particularly the one, which has been addressed by the learned Counsel 2

for the appellant is to the observations that, were made in para - 40(7) of the

operating portion of the Judgement.

2. Under the provisions of the Companies Act, an Order, which has

attained finality by adjudication of dispute on merits rendered by the

Tribunal, as created under the provisions of the Companies Act. Such orders

would be executable in accordance with the provisions contained under

Companies Act in itself and for that purpose, we will have to have a reference

to the provisions contained in Section 424(3) which prescribe a complete

forum for execution of the Order. The provisions of Section 424(3) reads as

under:-

"424 (3) Any order made by the Tribunal or the Appellate Tribunal may be enforced by that Tribunal in the same manner as if it were a decree made by a court in a suit pending therein, and it shall be lawful for the Tribunal or the Appellate Tribunal to send for execution of its orders to the court within the local limits of whose jurisdiction, --

(a) in the case of an order against a company, the registered office of the company is situate; or

(b) in the case of an order against any other person, the person concerned voluntarily resides or carries on business or personally works for gain."

3. At this stage, we are not embarking upon for making any observation

qua the execution proceedings, which could have been drawn for the purposes

of getting the order executed. What we are concerned upon, at the moment,

is looking to the tenacity of argument extended by the learned Counsel for the

appellant, on the grounds taken by the appellant, which at the moment would

be confined to her grievances, as against the order of rejection of the contempt

proceedings.

3

4. The provisions contained under Section 425 of the Companies Act, for

the purposes of invoking a contempt proceedings, it attracts the application

of the provisions contained under the Contempt of Courts Act, 1971. It is

settled principal of law that, in any contempt proceedings, an applicant who

intends to make the Court/Tribunal conscious of non-compliance of its

directions or orders, simply acts as an informant and thereafter, the entire

issue is to be racked up by the Tribunal or the Court, before whom the

proceedings are drawn about the non-compliance of its order. As soon as the

institution of the contempt proceedings, the applicant thereafter, does not

have any major role to play to press upon the contempt on its merits because

thereafter it exclusively falls for consideration within the domain of the

Tribunal of which the order is alleged to have been flouted.

5. In the instant case, the contempt proceedings, as well as the

observation that has been made in Clause - 2 of the Order has been rejected.

6. As a consequence of the rejection of contempt, if the provisions

contained under Contempt of Courts Act, 1971, have to be made applicable

in the light of the appellate provisions contained under Section 421 of the

Companies Act, in the Appellate jurisdiction of this Tribunal, it has had to be

read with the provisions of Section 19 of the Contempt to Courts Act. Section

19 of the Contempt of Courts Act exclusively provides that, an Appeal against

an Order of rejection of contempt is not maintainable, because it only

contemplates of maintainability of an Appeal against an order of punishment,

passed under Section 12 to be read with Section 14 of the Contempt of Courts

Act. In that eventuality, if we confine ourselves to consider this Company 4

Appeal as against the part of the Order rejecting the contempt, then provisions

contained under Section 425 to be read with Section 19 of the Contempt of

Court Acts, it has to be read harmoniously and the appeal as against the said

Order of rejection of contempt will not lie.

7. Besides that, the learned Tribunal, while passing the impugned Order

on 13.04.2026, in view of the findings recorded therein, shows that the

Tribunal was conscious of the fact about the enforceability of the Order dated

08.03.2017 and that is why the learned Tribunal left it open that, the records

of the proceedings would be sent to the Tribunal to enforce the Order and to

execute the same in the light of the provisions contained under Section 424

(3).

8. Under the given set of circumstances as of now, the right of execution

of the Order dated 8th March, 2017, is yet to be executed as a Civil Decree by

the Tribunal, who has passed the Order in itself as per the provisions

contained under Section 424 (3). Owing to what, we have observed above, we

affirm the Order so far it relates to the dismissal of the contempt proceedings,

without disturbing the observation and finding recorded by the Learned

Tribunal leaving it open for the appellant to invoke the Forum of the NCLT

which has passed the order for getting the decree executed i.e. Judgement of

08.03.2017, in accordance with the provisions contained in Section 424 (3).

Hence, owing to the above, while holding this Company Appeal would be not

maintainable, we do not disturb rest of the finding recorded in the Impugned

Order relating to filing of execution before NCLT whose order is to be executed.

The Company Appeal would automatically stand closed. 5

9. The observation made by us would be confined to instant Company

Appeal only.

The Company Appeal is accordingly disposed of.

Pending I.A.s, if any, also stand closed.

[Justice Sharad Kumar Sharma] Member (Judicial)

[Arun Baroka] Member (Technical)

[Indevar Pandey] Member (Technical) rs/ravi