Nooruddin Khan & Anr vs Himayat All Khan & Ors

Nooruddin Khan & Anr. ... Appellants

Versus

Himayat All Khan & Ors. ... Respondents

Present: For Appellants: Shri Vikramjit Banerjee, Senior Advocate With Shri Ravi Agrawal and Shri Souqat Siha, Advocates

For Respondents Nos. 1 to 4: Shri D. Pahuja, Advocate

For Respondents Nos. 5 to 24:- Shri Priyank L. with Shri Arjun R. and Shri Amogh CA, Advocates

For Respondents Nos. 26 & 29:- Shri Kamal Verma and Ms. Yogandhara Jha Pawar, Advocates

ORDER

19.07.2017 The appellants have preferred this appeal against the

order dated 28th April, 2017 passed by the National Company Law Tribunal

(hereinafter referred to as 'Tribunal'), Bengaluru Bench, Bengaluru whereby

and whereunder with regard to pending proceeding in C. P. No. 10/2016,

one Mr. A.V. Nishanth, Advocate has not been allowed to represent the

company.

2. It appears that initially by Board of Directors Resolution dated 22nd

September, 2016, the authorised signatory empowered one 'Mr. Sachin -2-

S. Shetye, Legal Consultant, Mumbai' to represent the company in all

judicial, quasi-judicial etc. matters. Subsequently, Mr. A.V. Nishanth was

asked to represent the company pursuant to a Resolution dated 3rd April,

2017 passed by a rival group.

3. According to learned counsel for the appellants, Mr. A.V. Nishanth

was appointed by Mr. Nooruddin Khan, who is the authorised representative

of the company in terms of Board's Resolution dated 3rd April, 2017. Mr.

Sachin S. Shetye, Legal Consultant, Mumbai has not been allowed by Mr.

Nooruddin Khan to represent the company.

4. It appears that there is an inter se dispute in the management of the

company. The management originally authorised Mr. Sachin S. Shetye, by

Resolution dated 22nd September, 2016 to represent the company, but

another group of persons called a separate meeting and authorised Mr.

Nooruddin Khan, who in his turn engaged Mr. A.V. Nishanth, Advocate to

represent the company.

5. We have heard learned counsel for the appellants and learned counsel

for the respondents and perused the order.

6. We are of the view that the Tribunal has rightly rejected the claim of

the appellants. Once there is a dispute about the management of the

company, the first authorised person should be allowed to represent the

company. With regard to the dispute as to who will be representing the -3-

company, we find that the Tribunal rightly, allowed Mr. Sachin S. Shetye,

who was originally authorised to represent the company. The Board's

Resolution dated 3rd April, 2016 having passed earlier, and the same having

not annulled or recalled in any decision without informing all Board's

members cannot be accepted.

7. Learned senior counsel for the appellants submits that Hon'ble

Calcutta High Court has passed certain order but we do not intend to make

any observation, as it is the Tribunal which is empowered to decide as to

who is legally authorised to represent the company.

8. After the order was recorded, learned senior counsel for the appellants

submits that the first Board Resolution dated 22nd September, 2016 was

forged, but we are not inclined to deliberate on such issue as it is open to

the company to take any legal step, if any proceeding has been forged.

9. We find no merit in this appeal and accordingly dismiss the appeal.

However, in the facts and circumstances of the case, there shall be no order

as to costs.

[Justice S.J. Mukhopadhaya] Chairperson

[Balvinder Singh Member (Technical)

/ng/