Mr. Pralhad Hage & Ors vs Mr. Shyam Sirur

2. Mrs. Archana Hage, W/o Mr. Pralhad Hage, Residing at Parveen Palace, Flat No.5, Plot No. 7, Sector No. 25, near BHEL Chowk, Nigdi, Pradhikaran, PCNT, PUNE -411044 ... Appellant No. 2

3. Mr.Gajanan Dhakane Son of Mr. Gangaram Dhakane, Residing at Flat No. N-302, Queens Town, Near Lokmanya Hospital, Chinchwad Station, Thergaon, Pune-411033. ... Appellant No. 3

CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020

Page 1 of 23 4. Mr. Kranti Dhakane, Wife of Mr. Gajanan Dhakane, Residing at Flat No. N-302, Queens Town, Near Lokmanya Hospital, Chinchwad Station, Thergaon, Pune-411033. ... Appellant No. 4

Versus

1. Mr. Shyam Sirur, Residing at A 8/2, HDFC Colony, Chinchwad, Pune-411019. ... Respondent No.1

2. Mrs. Suman Sirur, Wife of Mr. Shyam Sirur, Residing at A 8/2, HDFC Colony, Chinchwad, Pune-411019. ... Respondent No.2

3. Mr. Arjun Sirur, Son of Mr. Shyam Sirur, Residing at Villa No.7, Lodha Belmondo, Opposite MCA Cricket Stadium, Mumbai-Pune Expressway, Pune-412101. ...Respondent No.3

4. Mr. Vikram Sirur, Son of Mr. Raghavesh Sirur, Residing at opp. HDMC Office, Hubli, Dharwad, Karnataka - 580020. ...Respondent No.4

5. Mr. Vivek Sirur, Son of Mr. Raghavesh Sirur, Residing at opp. HDMC Office, Hubli, Dharwad, Karnataka - 580020. ...Respondent No.5

CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020

Page 2 of 23

6. N.A. Sirur (Hubli) Private Limited, Having its Registered Office at Syed Bldgs., Lamington Road, Hubli, Karnataka-580009. ...Respondent No.6

7. Sibella Private limited, Having its Registered Office at Syed Bldgs., Lamington Road, Hubli, Karnataka-580009. ...Respondent No.7

8. Softech Controls Private Limited, Having its Registered Office at Sr. No. 169/2, Above Central Bank of India, Akurdi, Pune-411035. ...Respondent No.8

9. Cotmac Electronics Private Limited, Having its Registered Office at S-168, 'S' Block, MIDC, Bhosari, Pune-411026. ...Respondent No.9

Present

For Appellant: Mr. Arun Kathpalia, Senior Advocate, Ms. Surekha Raman and Mr. Shrenik Gandhi, Advocates.

For Respondent: Mr. Ankoosh Mehta, Ms. Durga Agarwal, Ms. Divya Behl, Mr. Srinivas Chatti and Ms. Shikha Tandon, Advocates for Respondent 1-3 & 9 Mr. Shyam Kapadia and Mr. Nikhil Pratap, Advocates for Respondent No. 7.

CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020

Page 3 of 23 Judgment (Date: 12.8.2021)

{Per: Dr. Alok Srivastava, Member (T)}

1. Appeal CA (AT) 143/2020 has been filed by the Appellants

who are aggrieved by the order of NCLT, Mumbai dated 6.8.2020 in

Interlocutory Application No 1021 of 2020 in CP No.

975/MB/2020. The same set of Appellants have filed Appeal CA

(AT) No. 227/2020 aggrieved by the order dated 26.10.2020 passed

by NCLT, Mumbai in Interlocutory Application No 1139 of 2020 in

the same CP No. 975/MB/2020.

2. It is noted that in both the Appeals No. CA (AT) (Ins)

143/2020 and CA (AT) (Ins) No. 227/2020, the Appellants and the

Respondents are the same. The issue that has been raised in first

appeal No. CA (AT) (Ins) 143/2020 relates to refusal to grant ad

interim stay to the holding of EGM on 7.8.2020, and to give

direction for stay regarding the removal of Gajanan Dhakane as a

Director of Respondent No. 9 company. The issue in the second

appeal CA (AT) (Ins) No. 227/2020 relates to the refusal to grant

stay to the proposed changing the designation of Pralhad Hage from

that of Managing Director to Executive Director and declaration of

already held EGM dated 7.8.2020 as illegal. We have noted that

CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020

Page 4 of 23 Respondents and Appellants are the same in both the appeals and

the issues are also connected with the series of events in the same

case Company Petition No. 975/MB/2019 and they relate to the

holding of EGM on 7.8.2020 and its legality as well as the removal

of Gajanan Dhakane (Respondent No.3) from the post of Director in

CEPL (Respondent No.9) and Pralhad Hage (Respondent No. 1) from

the post of Managing Director to that of the non-Executive Director

of CEPL. Therefore, both the appeals were heard together and are

being disposed of through this common judgment.

3. The brief facts of the case as presented and argued by the

Appellants and Respondents in both the appeals are as under:-

(i) The Appellants and Respondent Nos. 1 to 8 in CA (AT) No.

143/2020 are shareholders in Respondent No. 9 (Cotmac

Electronics Private Limited, hereinafter called

CEPL).Appellant No.1 (Pralhad Hage) was working as

Managing Director in Respondent No. 9 till 26.10.2020

and Appellant No. 3 (Gajanan Dhakane) was working as

Executive Director till 7.8.2020. Respondent No.1 Mr.

Shyam Sirur, Respondent No.2Mrs. Suman Sirur,

Respondent No.3Mr. Arjun Sirur along with others are

shareholders in Respondent No.9 Company.

CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020

Page 5 of 23

(ii) Appellant No.1 has claimed to be associated with

Respondent No.9 company for approximately 28 years and

has contributed to the growth and development of

Respondent No. 9 company. In recognition of his work, he

was appointed the Managing Director w.e.f. 15.11.2017

through a resolution of the Board of Directors of

Respondent no. 9. Appellant No. 3 (Gajanan Dhakane),

who joined CEPL as a result of Business Takeover

Agreement in 2012 was appointed Executive Director as

part of the agreement and remained so till 7.8.2020, and

he is alleged to have been removed in a malafide manner.

Appellant No.3 has claimed to have contribution in the

conception, development and growth of the Process

Automation Division of CEPL. The Appellants claim to

jointly hold 162492 number of equity shares (equal to

36.7% of the total equity share capital of Respondent no.

9).

(iii) As part of the CEPL's Articles of Association and

Memorandum of Association and subsequent

development, the Appellants hold certain number of Class

A and Class B equity shares in Respondent No. 9. They

CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020

Page 6 of 23 demanded conversion of Class B equity shares into Class

A equity shares in accordance with the decision of the

Board of Directors of Respondent No. 9 company, but

according to the Appellants, Respondent No. 1 destroyed

the documents relating to such a decision of the Board of

Directors and did not carry out the conversion of

Appellant's Class B equity shares into Class A equity

shares.

(iv) The members of the Sirur family, who hold majority

shareholding in Respondent No. 9 company, were running

the affairs of Respondent No. 9 company in an

unprofessional manner as alleged personal expenses and

incentives relating to Sirur family members were being

booked in the accounts of Respondent No.9 company.

This was questioned by Appellant No.1 and Appellant No.

3.

(v) The Appellants have stated that on 4.7.2020, Respondent

No. 7Sibella Private Limited, a company wholly controlled

by the Sirur family members, issued a letter signed by

Respondent No.1 to the Board of Directors of Respondent

No.9 company, requisitioning the convening of

Extraordinary General Meeting (hereinafter called EGM) of

CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020

Page 7 of 23 Respondent No. 9 company to remove Appellant No.3

Gajanan Dhakane from the position of Director of

Respondent No. 9 company. This requisition letter dated

4.7.2020 was acknowledged by Respondent No.1, as

Executive Chairman on behalf of Respondent No. 9

company and on the same day i.e. 4.7.2020, Respondent

No.1 issued a letter convening the meeting of the Board of

Directors of Respondent No. 9 company on 13.7.2020 to

consider the matter of holding the EGM.

(vi) In the Board meeting held on 13.7.2020, the Appellant

raised the objection about the absence of Respondent No.

4 and Respondent No.5 and their ineligibility as Directors

in view of their absence from earlier Board Meeting. In the

same meeting, the notice for convening of EGM on

7.8.2020 was issued where after the Appellants filed

petition under Sections 241 and 242 of the Companies Act

and IA No. 1201/2020 before NCLT, Mumbai seeking

injunction for holding of the EGM. NCLT, Mumbai vide

order dated 6.8.2020 dismissed the said petition and

hence the Appellants have come in appeal in Comp App

(AT) No. 143 of 2020.

CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020

Page 8 of 23

(vii) In almost a similar manner Respondent No. 1 and other

members of the Sirur family removed Pralhad Hage from

the post of Managing Director to that of Non-Executive

Director in Respondent No. 9 through resolution passed in

Board meeting held on 26.10.2020. This action of the

Sirur family members is alleged as malafide´ and designed

to oppress Pralhad Hage and the result of his support

given to Gajanan Dhakane. The Appellant No. 1 had

sought a temporary injunction to the holding of this

meeting and passing of resolution removing Pralhad Hage

as MD. As such an injunction was not granted by the

NCLT, Mumbai the Appellants have filed appeal CA (AT)

No. 227/2021. In both appeals the Appellants have

alleged that oppression of minority shareholders by Sirur

family members and mismanagement of Respondent No. 9

which has affected adversely the employment and lives of

approximately 600 employees and their family members.

4. We have heard detailed arguments of the Appellants in both

of the appeals and we have also perused the appeal memos, replies

of the Respondents and rejoinders by the Appellants as well their

written submission.

CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020

Page 9 of 23

5. In his arguments the Learned Counsel for Appellants has

pointed out that the Appellants held two types of shares viz. Class

A and Class B. The Class A shareholders has voting rights whereas

Class B shareholders do not have voting rights. Though Appellants

hold approximately 36.7% of the equity shares (of Class A and

Class B combined) and are, therefore, minority shareholders, they

have interest in the growth and development of CEPL, not only as

shareholders but also as part of the company's management. He

has mentioned that an EGM was requisitioned by Respondent

No.7to be held on 7.8.2020, to consider a proposal to remove

Appellant No.3 (Gajanan Dhakane) from his position of Executive

Director. The convening of this EGM was opposed by the

appellants in IA No. 1021 of 2020 before the NCLT, Mumbai but

NCLT did not grant injunction to the appellants by holding that the

board of meeting is in accordance to the wisdom of the board. The

Ld. Counsel has claimed that the said EGM, which was to take

place at the instance of Sirur family members, was scheduled to

take up for consideration the proposal to divest Appellant No. 3 of

the position of Executive Director. Such an act, he claimed, was

oppressive to Appellant No. 3,as the Appellant No. 3, the company's

employees and their family members were dependent on their

position in the company's management for their livelihood, and the

CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020

Page 10 of 23 Appellants had a legitimate expectation regarding their gainful

position in the management on account of a previous MOU and

agreement. This according to him, amounts to oppression of the

minority shareholders and mismanagement in the affairs of the

company and, therefore, the Appellate Tribunal should allow the

appeal.

6. The Learned Counsel for Appellants has referred to the

history of the formation of Respondent No. 9 company CEPL, which

was incorporated on 30.5.1991 and which had amongst others,

Pralhad Hage as one of the Vice Presidents, who was provided a

salary of Rs. 2350/- p.m. Pralhad Hage's position in CEPL was due

to a Memorandum of Understanding dated 30.4.1991, which

formed the basis of incorporation of CEPL on 30.5.1991. The

Learned Counsel for Appellants has referred to various clauses of

the MOU to point out that the management structure, the roles and

responsibilities of various directors, the roadmap of the

development of the company in four phases have been laid down in

minute detail for the running of CEPL.

7. He has added that through a shareholders' agreement dated

5.9.2006, all the shareholders were given the same class of shares

CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020

Page 11 of 23 till 2006, but in the year 2006 the shares of Mukund Muley and

Pralhad Hage were broken up into Class A and Class B shares

which have different voting rights. He has stated that while

Mukund Muley and Pralhad Hage had partly Class A and partly

Class B shares while other shareholders belonging to Sirur family

had only Class A shares. As a result of Supplementary

Shareholders' Agreement (attached at pages 364-370/Volume II of

Appeal Paper book of Appeal CA No. 143/2020)out of a total of

4,00,000equity shares, Muley and Hage held 2,66,640 shares.

These shares were split into Class A and Class B shares and Muley

and Hage had a total of 42.46% Class A shares, whereas the Sirur

Group members had 57.54% Class A shares. Muley and Hage also

owned 1,68,240, number of Class B shares, whereas the Sirur

Group members did not own any Class B shares.

8. The Learned Counsel for Appellants has referred to an

Agreement for Business Arrangement/Takeover dated 25.2.2012 by

which Sibella Technologies Pvt. Limited (hereinafter called STPL)

and Cotmac Electronics Pvt. Limited(CEPL)the business of Sibella

Technologies Pvt. Limited was taken over by CEPL. As a result,

Gajanan Dhakane, one of the Appellants in both of the appeals,

who was associated with STPL as a Director, was co-opted as

CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020

Page 12 of 23 Executive Director on the Board of Directors of CEPL. Thus, his

and his family's right of livelihood is linked to his position as

Executive Director in CEPL. The Sirur family, the Learned Counsel

of Appellants has claimed, started to undermine the position of

non-Sirur family members when they started raising issues

regarding inappropriate expenses and demanded transparency in

maintenance of accounts. As a result, Gajanan Dhakane was

removed as Executive Director vide resolution in the EGM held on

7.8.2020. Later, in a similar manner, Pralhad Hage's designation

was changed from that of Managing Director to non-Executive

Director in CEPL vide resolution in board meeting dated

26.10.2020. This action was taken as Hage supported Dhakane in

his demand to bring greater transparency in the management of

CEPL which was anathema to the Sirur family members in CEPL.

These actions, the Learned Counsel has claimed, amount to

oppression of minority shareholders and interference in their and

their dependents' right of livelihood, which they receive due to their

position in the management of CEPL. Therefore, their interest in

the company is more than that of a shareholder.

9. The Learned Counsel for Appellants has claimed that though

the actions of the majority shareholders belonging to Sirur Group

CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020

Page 13 of 23 may be legal, oppression and legality can go hand-in-hand, as

oppression is conduct which is burdensome, harsh or wrongful,

and also denial of legitimate expectation. He has argued that both

Pralhad Hage and Gajanan Dhakane have contributed in a big

measure to the growth of the company and therefore the treatment

meted out to them are prejudicial to the interests of the company.

In support of his argument, he has stated that Pralhad Hage has

been in CEPL since 1991 i.e. from the first day of the company's

incorporation, and he is a signatory to the MOU which was entered

into prior to the incorporation of CEPL.

10. The Learned Counsel for Appellants has cited some case laws

in support of their claim that powers that the court has under

sections 241 and 242 of the Companies Act are unlimited for

granting relief for preset minority shareholders. He has cited the

judgments of the Hon'ble Supreme Court in Bennett Coleman and

Co. vrs Union of India & Ors. [1977 (47) Comp Cases 92]and

some other cases in the support of his contention.

11. The Ld. Counsel for Respondent No. 9 led the arguments for

the respondents. He has urged that the Appellants had filed an

Interim Application No. 1021/2020 on July 27, 2020 seeking ad

CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020

Page 14 of 23 interim relief restraining Respondent No.9 company from

conducting the EGM on 7.8.2020, which was to consider a proposal

for removal of Appellant No.3 Gajanan Dhakane as a Director of

Respondent No.9 company. The NCLT Mumbai, by order dated

6.8.2020, refused to grant ad interim relief to restrain the holding

of EGM. Following this unsuccessful attempt of the Appellants to

disturb the democratic process of holding the EGM, they are now

seeking to re-agitate the same issues through an appeal. The

Learned Counsel has added that the Appellants have also filed an

IA No. 1139/2020 seeking to restrain Respondent No. 9 company

from conducting a Board of Directors meeting on 26.10.2020 to

consider the proposal for removal of Appellant No.1 Pralhad Hage

as Managing Director of Respondent No. 9. This IA was dismissed

by the NCLT Mumbai while making the observation that the

Appellants have re-agitated the same issues which have been

already decided by the NCLT vide its order dated 6.8.2020.

12. The Learned Counsel for Respondent No. 9 has also urged

that any discretionary order passed by NCLT as a tribunal of first

instance must be presumed to be correct unless it is ex-facie legally

erroneous, perverse or it causes grave injustice. He contends that

the orders of the NCLT in both the IA's are discretionary, and are

CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020

Page 15 of 23 based upon the sound principles of law keeping in mind the

interests of all the stakeholders in the company CEPL. He has cited

the judgment of Hon'ble Supreme Court in Shah Babulal Khimji vs

Jayaben D Kania &Anr. (1981 4 SCC 8) and Wander Limited and

Ors. Vs Antox India Pvt. Limited [1990 (Supp) SCC 727]where

the Hon'ble Apex Court has observed that the Appellate Court is

not supposed to interfere with the exercise of discretion of the court

of first instance and substitute its own discretion, except where the

discretion has been shown to have been exercised arbitrarily, or

capriciously, or perversely, or where the court has ignored the

settled principles of law regulating grant or refusal of interlocutory

injunctions. He has also cited the judgment of the Appellate

Tribunal, in the case of Shyam Manglunia & Ors. vs Ravi

Shankar Shrivastava & Ors.[Company Appeal (AT) Nos. 94-95 of

2018]where it has been held that the discretion exercised judicially

by the National Company Law Tribunal need not be interfered by

substituting Appellate Tribunal's discretion for what has been

exercised by the NCLT.

13. The Learned Counsel for Respondent No. 9 has cited the

judgment in Rudraksh Synthetics Pvt. Limited vs Pinakim

Khawar ( 2017 SCC Online NCLT 12)wherein the Hon'ble NCLAT

CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020

Page 16 of 23 had held that that the allegations made by the petitioner in the

main petition constitute acts of oppression and mismanagement or

not, can only be decided after the final hearing. His argument is

that the merits of the case relating to oppression and

mismanagement cannot be decided at an interlocutory stage while

granting ad interim relief.

14. The Learned Counsel for Respondent No. 9 has also cited the

judgment of the Hon'ble Supreme Court in Life Insurance

Corporation of India vs Escorts Limited and Anr. (1986 1 SCC

264) wherein it was held that every shareholder of the company

has the right, subject to statutorily prescribed procedural and

numerical requirements, to call an Extraordinary General Meeting

in accordance with the provisions of the Companies Act and the

calling of such a meeting cannot be restrained. In the same

judgment it was also held that the convener of the meeting is not

bound to disclose the reasons for resolutions proposed to be moved

at the meeting. He has also cited the observation of Hon'ble Delhi

High Court in the case of Ravinder Sabharwal and Anr. vs XAD

Inc. and Ors. [2018 (172) DRJ 645] wherein it has been held that

there can be no injunction that as per a binding term, there can be

no injunction restraining holding of an EGM. And, the majority

CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020

Page 17 of 23 shareholders have the power to appoint directors and the power to

regulate them by passing a resolution for removal. The reasons for

passing of a particular resolution need not be disclosed in the

notice calling for the EGM.

15. The Ld. Counsel for Respondent No. 9 has emphasized that

the procedure followed by Respondent No. 9 company in holding of

the EGM and the Board of Directors meeting on 7.8.2020 and

26.10.2020 respectively, have been as per statutory procedures and

powers available to the shareholders of the company. Closing his

arguments he has urged that as the Appellants have failed to make

out a prima facie case, demonstrated that the balance of

convenience to be in their favor, and that grave, irreparable loss

and injury will be caused if the EGM and Board meeting were not

restrained, the appeal ought to be dismissed.

16. The Learned Counsel for Respondent No. 9 has clarified that

the judgments cited by the Learned Counsel for Appellant support

his argument that there is no occasion to grant ad interim stay

because the proposed meetings were held and resolutions were

passed therein by adopting of prescribed procedure under the

Companies Act and the decisions therein that were proposed to be

CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020

Page 18 of 23 taken were taken by a majority of shareholders of

Directors/shareholders in accordance with democratic procedure

which is required under the Companies Act.

17. The Learned Counsel for Respondent No. 9 has cited

judgment of Hon'ble Supreme Court in Shipping Corporation of

India Limited vs Machado Brothers &Ors. [(2004) 11 Supreme

Court Cases 168], wherein the court has taken the view that if the

dispute raised has lost its relevance and subsequent events which

are taking place during the pendency of litigation, then continuing

the litigation will be like flogging a dead horse. In the present case,

the Learned Counsel has contended, that events that have

happened after the institution of these appeals have overtaken the

holding of the EGM and the Board of Directors. meeting on

7.8.2020 and 26.10.2020, respectively, and the resolutions passed

therein, and therefore continuing with these appeals and therefore

giving any order which will upset the actions that have already

happened may not be desirable in the interest of justice. He has

filed a list of events to show that the events related to the holding of

the EGM and Board of Directors meetings have been overtaken by

subsequent events and therefore the granting of stay these

CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020

Page 19 of 23 meetings which have already been held would be an exercise in

futility.

18. The Learned Counsel for Respondent No. 9 has also

attempted to distinguish the judgments of the Hon'ble Apex Court

in Shah Babulal Khimji Case (supra) to show that to claim that

the context in those cases was different from the context in this

case where ad interim stay orders have been desired. He has also,

in support of his case, cited Life Insurance Corporation of

India(supra) and Ravinder Sabharwal(supra)submitting that both

these cases laid out a very important principle in company law, viz.

that the majority shareholders of a company are entitled to hold

EGM/BOD meeting in accordance with the provisions of law and

take decisions/pass resolutions by majority. These cases also lay

down that the courts cannot restrain holding of EGM when it is

being held in a perfectly legal manner.

19. The Appellants have claimed that they have a right to

livelihood and certain legitimate expectations which the MOU and

earlier agreements provide to them. We would only say at this

juncture that legitimate expectation of the appellants is

circumscribed by the overall interest of the company when such

CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020

Page 20 of 23 interest is manifested in the decisions of the Board of Directors or

that of persons empowered to take such decisions in a statutorily

tenable, legally sound and democratically transparent manner.

20. Moreover the NCLT has exercised its discretion in favor of the

respondents. The judgments cited by the Ld. Counsel for the

Respondent No. 9 viz-a-viz reinforce the view that a discretion

exercised by a court should not be interfered with unless it is

grossly illegal, perverse or causes grievous harm to the party

concerned. In the present case we do not find that the

discretionary power used by the NCLT in not granting ad-interim

orders fall in such a category.

21. The other respondents have adopted the arguments

submitted by the Respondents No. 9's Ld. Counsel.

22. In the light of the facts of the present case, where EGM was

held on 7.8.2020, and thereafter a Board of Directors meeting was

held on 26.10.2020wherein certain resolutions were passed and

where the Appellants had sought ad interim stay, no final order

was passed by the NCLT after adjudicating on the oppression of the

minority shareholders, or mismanagement in the affairs of the

CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020

Page 21 of 23 company. In the cases that have been cited, the protection that

has been granted to the applicants/petitioners are through final

orders. The question of granting ad interim stay to the holding of

EGM and Board of Directors meeting has to be looked at, from a

very limited point of view of prima facie illegality, balance of

convenience to the parties and irreparable loss to the Applicants.

Seen from these points of view, we do not see any infirmity in the

order dated 6.8.2020 in IA No. 1121/2020 and order dated 26.10.

2020 in IA No. 1139/2020.

23. On the basis of the discussions above, we come to a very

clear conclusion that the two impugned orders dated 6.8.2020 in IA

No. 1121/2020 and 26.10.2020 in IA No. 1139/2020 do not require

any intervention as they do not suffer from any illegality. Since the

main petition CP No. 975/MB/2019 is presently being heard by

NCLT, we refrain from giving any opinion on the larger issue of

oppression and mismanagement, as has been alleged in the said

petition by the Appellants/Petitioners. We, therefore, disallow the

Appeal Nos. 143/2020 and 227/2020.

CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020

Page 22 of 23

24. There is no order as to costs.

(Justice Jarat Kumar Jain) Member (Judicial)

(Dr. Alok Srivastava) Member(Technical) New Delhi 12th August, 2021

/aks/

CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020

Page 23 of 23