Rajeev Satpal Lakhanpal & Others vs Taashee Linux Services Private Limited
- CitationCompany Appeal (AT) No.62/2022
Ratio decidendi
The rule this decision rests on
A tribunal's tentative observations, made in an interlocutory order about the locus standi of a petitioner, do not bind or foreclose the tribunal when it finally decides the main petition; such observations cannot be a decisive or governing factor in the final determination of locus standi, which must be decided on the material placed before the tribunal at the stage of final hearing, after framing a specific issue on it and affording the parties due opportunity under the principles of natural justice. Where the tribunal's observations are prima facie adverse to a petitioner's standing but the petitioner asserts a shareholding (here, a claimed 70% holding evidenced in the Memorandum of Association), the question of locus standi is a matter of fact and law to be determined on the full record at final disposal, and the petitioner is entitled to raise all factual and legal defences in support of its claim in accordance with law.
Written by Miss Lucy from the judgment below, not taken from a headnote.
Judgment
As delivered
Company Appeal (AT) No.62/2022 & IA No.738/2022 (Under Section 421 of the Companies Act, 2013) (Arising out of the Order dated 28.06.2022 in IA (CA) No.16 of 2022 in CP No.47/241/HDB/2021 passed by the National Company Law Tribunal, Hyderabad Bench, Hyderabad.
WITH Company Appeal (AT) No.63/2022 & IA No.691/2022 (Under Section 421 of the Companies Act, 2013) (Arising out of the Order dated 28.06.2022 in IA (CA) No.15 of 2022 in CP No.47/241/HDB/2021 passed by the National Company Law Tribunal, Hyderabad Bench, Hyderabad.
WITH
Company Appeal (AT) No.65/2022 & IA Nos.694 & 695 /2022 (Under Section 421 of the Companies Act, 2013) (Arising out of the Order dated 28.06.2022 in IA (CA) No.13 of 2021 in CP No.47/241/HDB/2021 passed by the National Company Law Tribunal, Hyderabad Bench, Hyderabad. In the matter of: 1. Rajeev Satpal Lakhanpal S/o Satpal Kundanlal Lakhanpal R/o Flat No.3700 Benecia, Lodha Bellezza Eden Square, Phase - 4 Kukatpally Hyderabad Telangana - 500 072.
Company Appeal (AT)(CH) No.62, 63 and 65/2022 Page 1 of 10 2. Reenu Rajeev Lakhanpal W/o Rajeev Satpal Lakhanpal R/o. Flat No.3700 Benecia, Lodha Bellezza Eden Square, Phase - 4 Kukatpally Hyderabad Telangana - 500 072. ...Appellants/Applicants
-VERSUS-
1. Taashee Linux Services Private Limited & Others Rep. By Abhishek Datt Having its registered office at: 101, Workafella, 12th Floor, Western Aqua Towers, Hitech City, Kondapur, Hyderabad, TS - 500 081.
REPRESENTED BY: 2. Abhishek Datt Self-Claimed Managing Director Taashee Linux Services Private Limited S/o Yogesh Datt
i. R/O A-1902 Apana Sarovar Grande Nallagandl Gachibowli Road Serilingampally Lingam Hyderabad Telangana - 500 019.
ii. R/o. Flat No.1205. Block B, My Hom Vihanga, Gachibawli, Nanakaramguda, Telangana - 500 032.
Company Appeal (AT)(CH) No.62, 63 and 65/2022 Page 2 of 10 3. Manoj Nisha W/o Puranmal Manoj Kumar Garg R/o Flat No.101 S.L. Homes H.No.10-3-3/32 & 10-3-3-32A East Marredpally Secunderabad Telangana - 500 026.
4. Barkha Bhasin R/O Flat No.402 Dream Apartment Road No.3 Banjara Hills Hyderabad Telangana - 500 034.
5. Moksha Kalyanram Abhiramula Director Taashee Linux Services Private Limited R/O 1-11-208, 404 Madhu Mansion Shyamlal Buildings Beside ICICI ATM Begumpet Secunderabad Telangana - 500 016.
6. Manushi Kalpesh Shah Director Taashee Linux Services Private Limited R/O 302, Akash Innova Residency D.V. Colony Terapanth Marg Secunderabad Telangana - 500 003.
Company Appeal (AT)(CH) No.62, 63 and 65/2022 Page 3 of 10 7. Malathi Aravinda Paladugu Director Taashee Linux Services Private Limited R/O House No.1-98/8 Plot no.14, 2nd Floor Arunodaya Colony Madhapur Sheikpet Hyderabad,Telangana - 500 081.
8. Yogesh Datt Director Taashee Linux Services Private Limited R/O 63-B, Vakil Road New Mandi Muzaffarnagar Uttar Pradesh - 251 001.
9. Santosh Datt Director Taashee Linux Services Private Limited W/o Yogesh Datt R/O 63-B, Vakil Road New Mandi Muzaffarnagar Uttar Pradesh - 251 001.
10. Debjani Talukdar Director Taashee Linus Services Private Limited R/O Flat No.E/G Southwind Residency Mahatma Gandhi Road P.o.: Chinsurah Dist.: Hoogly West Bengal - 712 101
Company Appeal (AT)(CH) No.62, 63 and 65/2022 Page 4 of 10 11.Wazda Tarannum Company secretary Taashee Linux Services Private Limited R/O.1043, 7th A Main 1st block Koramangala Bengaluru - 560 034
...Respondents/Respondents Present: For Appellants : Mr. Nakul Dewan, Senior Advocate For Mr. Sachin S. Pujari, Advocate
ORDER
(Virtual Mode)
03.01.2023: These 'Three Appeals' have been preferred by the 'Appellants'
/ 'Petitioners', assailing the correctness, validity, propriety and legality of the
'impugned order' dated 28.06.2022 passed in IA (CA) No.16 of 2022 in CP
No.47/241/HDB/2021, IA (CA) No.15 of 2022 in CP No.47/241/HDB/2021
and IA (CA) No.13 of 2021 in CP No.47/241/HDB/2021 by the 'National
Company Law Tribunal, Hyderabad Bench, Hyderabad, whereby and
whereunder the 'Tribunal', had made the following observations: -
"2. Respondents No.1, 2, 5 and 6 have filed Counter, inter alia,
contending that the claim of petitioner that he holds 70% share
is false.
Company Appeal (AT)(CH) No.62, 63 and 65/2022 Page 5 of 10
3. According to the respondents as on the date of filing the
present Company Petition, the petitioner has zero shares in the
1st respondent / company. The respondent has also referred to
the direction of this Tribunal dated 16.11.2021 to the
petitioner to file share certificates in proof of their
shareholding within three days of the order. The said
direction of this Tribunal has not been complied with by the
petitioner. Thus, from the above it is clear that the very locus
standi, of the petitioner in filing the company petition itself is
at stake as the petitioner failed to place relevant material
before this Tribunal, to show their shareholding in 1st
respondent / company.
4. Therefore, when the very locus standi, of the petitioner to
file the company petition is at stake, we wonder how without
establishing the locus standi, the petitioner can seek reliefs as
sought for in the petition. Moreover, legality or otherwise of
the meetings held by the respondents can be decided in the
Company Petition itself which is ripe for hearing. We,
therefore, find no valid reason to consider this petition now."
'disposed of' the said Applications.
Company Appeal (AT)(CH) No.62, 63 and 65/2022 Page 6 of 10
2. The Learned Senior Counsel Mr. Nakul Dewan appearing in these
'Three Appeals' points out that primarily the 'Appellants' / 'Petitioners'
are aggrieved against the 'observations' made in the 'impugned orders'
passed by the National Company Law Tribunal, Hyderabad Bench that
their 'locus standi' to file the Company Petition is 'at stake' and if the
Main Company Petition No.47/2021 is taken up by the 'Tribunal', for
'Hearing', then, serious 'prejudice' and 'irreparable hardship' will be
caused to the 'Appellants' / 'Petitioners'.
3. Also, that on behalf of the 'Appellants' / 'Petitioners', before this
'Tribunal', it is pointed out that Mr. Rajeev Satpal Lakhanpal has got 70%
shares (vide 'Memorandum of Association') at Page No.180 of the
'Appeal Paper Book' in Comp. App. (AT) No.65/2022, and that the
'Tribunal' should have looked into that aspect, before making an
'observation' about the 'Locus standi' of the 'Appellants' / 'Petitioners',
to file the Company Petition, which is purportedly, 'at stake'.
4. This 'Tribunal', after 'Hearing' the Learned Senior Counsel for the
'Appellants' / 'Petitioners' in these 'Three Appeals', is not inclined to
'displace' the 'impugned orders', passed by the 'Tribunal', but,
pertinently points out that on behalf of the 'Appellants' / 'Petitioners', it
is shown before this 'Tribunal' that in terms of the 'Memorandum of
Company Appeal (AT)(CH) No.62, 63 and 65/2022 Page 7 of 10 Association' Mr. Rajeev Satpal Lakhanpal has 70% shares and, therefore,
he has every right to be 'Heard' in the main Company Petition and, as
such, this 'Tribunal', is of the considered view that the National Company
Law Tribunal, Hyderabad Bench, when it takes up the matter in the
Company Petition Number No.47/241/HDB/2021 for final 'Hearing', is
to 'Frame' a 'necessary point' / 'issue' for determination in regard to the
'Locus' of the 'Appellants' / 'Petitioners' to file the 'Company Petition',
pending before it along with other issues / points and when determining
the same take into account of the Hon'ble High Court of State of
Telangana at Hyderabad order in IA No.1 of 2021 in CRLP No.6985 of
2021 the relevant 'Material Documents', like 'Memorandum of
Association', or any 'other Documents', to be filed or produced by the
'Appellants' / 'Petitioners', during the course of 'Hearing' of the 'Main
Company Petition' and advert to the same one way or other and render
findings on those 'Issues' / 'Points' (including the aspect of Locus of the
'Appellants' / 'Petitioners', at the time of 'Final Disposal' of the 'Main
Company Petition', in a complete and comprehensive manner.
5. At this juncture, this 'Tribunal' lucidly makes it quite clear that the
'Tentative Observations', made to the effect that the very 'Locus standi'
of the 'Petitioners' to file 'Company Petition' 'at stake', etc. shall not
Company Appeal (AT)(CH) No.62, 63 and 65/2022 Page 8 of 10 stand in the way of the 'Tribunal' in deciding or rendering findings of the
'Locus' of the 'Petitioners' and the 'issues' / 'points' for determination,
while adverting to the same and the 'Tentative Finding', so rendered in
the 'impugned orders' at 11th paragraph cannot be a 'decisive' and
'governing' factor for the 'Tribunal' to decide the 'main Company
Petition', in a final and conclusive manner of course, in a fair, just,
dispassionate manner and to pass a 'reasoned speaking order', in a
qualitative and quantitative terms by adverting to the points / issues raised
and the documents were filed or produced and after weighing the 'pros
and cons' of the materials can arrive at a 'reasonable prudent conclusion',
viz., in the manner known to 'Law' and in accordance with 'Law', after
providing due opportunities to the relevant parties, by adhering to the
principles of 'Natural Justice' in 'stricto senso' of the term.
With these 'observations', the 'Three Appeals' (Comp. App. (AT)
Nos.62, 63 and 65/2022) are 'disposed of'. No Costs. Before parting with
the Case, this 'Tribunal' points out that 'liberty' is granted to the
'Appellants' / 'Petitioners' to raise all factual and legal issues before the
'Tribunal' (National Company Law Tribunal, Hyderabad Bench,
Hyderabad), including the aspect of the 'Locus standi' of the 'Appellants'
/ 'Petitioners', in regard to the shares held by them and the 'Tribunal' shall
Company Appeal (AT)(CH) No.62, 63 and 65/2022 Page 9 of 10 permit the 'Appellants' / 'Petitioners' to raise their defences in support of
their claims strictly, in accordance with 'Law', if they so, desire / advised.
[Justice M. Venugopal] Member (Judicial)
[Shreesha Merla] Member (Technical)
ghk/tm
Company Appeal (AT)(CH) No.62, 63 and 65/2022 Page 10 of 10
This page reproduces a public judgment and a summary of it. It is research material, not legal advice, and it is no substitute for advice from an advocate on your own facts.
Research this judgment with Miss Lucy
Ask what it holds, what has followed it, and what it means for your matter — in plain English, with the citations.
Try Miss Lucy free