Tribunal overturns order citing lack of fair hearing, directs fresh consideration

The Tribunal set aside the ex-parte ad-interim order dated 05.10.2020 due to a violation of natural justice principles. The matter was remitted back to the NCLT, New Delhi, for fresh consideration, emphasizing the need for a fair hearing and reasoned order. The Tribunal highlighted procedural lapses and directed proper notification to parties for preparation. The appeal was allowed, and the stay application was closed.

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Issues Involved:
1. Validity of the ex-parte ad-interim order dated 05.10.2020.
2. Allegations of misappropriation and mismanagement by the Respondents.
3. Compliance with principles of natural justice.
4. Jurisdiction and powers of the Tribunal under Sections 241 and 242 of the Companies Act, 2013.
5. Procedural lapses and the right to a fair hearing.

Issue-wise Detailed Analysis:

1. Validity of the ex-parte ad-interim order dated 05.10.2020:
The Appellants challenged the ex-parte ad-interim order passed by the National Company Law Tribunal (NCLT), New Delhi, on 05.10.2020, which restrained the Respondents from selling the property of the First Respondent company and from changing the shareholding pattern without prior permission. The Appellants contended that they were not informed about the hearing and were added to a WhatsApp group without prior notice, leading to an ex-parte order that adversely affected their business operations.

2. Allegations of misappropriation and mismanagement by the Respondents:
The Appellants argued that the Respondents falsely claimed a 49% shareholding and made baseless allegations of misappropriation. They contended that the Respondents were not "Quasi Shareholders" and had no right to file the Company Petition. The Appellants also highlighted various instances of alleged mismanagement by the Respondents, including unauthorized transactions, siphoning off funds, and making false complaints to the company's banker.

3. Compliance with principles of natural justice:
The Tribunal emphasized the importance of the principles of natural justice, particularly the "audi alteram partem" rule, which mandates that no one should be condemned unheard. The Tribunal noted that the ex-parte order was passed without providing the Appellants a reasonable opportunity to be heard, thereby violating the principles of natural justice. The Tribunal highlighted that reasons must be assigned in an order to ensure fairness in decision-making and to provide an opportunity for the affected parties to challenge the order before a higher forum.

4. Jurisdiction and powers of the Tribunal under Sections 241 and 242 of the Companies Act, 2013:
The Tribunal reiterated that it has wide powers under Sections 241 and 242 of the Companies Act, 2013, to grant relief in cases of oppression and mismanagement. The Tribunal can pass interim orders to protect the interests of the company and its stakeholders. However, the Tribunal must weigh equitable considerations and ensure that the relief granted is in the best interest of the company.

5. Procedural lapses and the right to a fair hearing:
The Tribunal acknowledged that a procedural lapse occurred when the Appellants were not properly informed about the hearing, and their names were wrongly shown as Advocates in the appearance column of the impugned order. The Tribunal emphasized that utmost diligence and caution are required while marking the appearance of parties and their representatives. The Tribunal directed that the registry must furnish requisite information to the parties well in advance to enable them to prepare for their matters.

Conclusion:
The Tribunal concluded that the ex-parte ad-interim order dated 05.10.2020 was passed in negation of the principles of natural justice. Consequently, the Tribunal set aside the impugned order and remitted the matter back to the NCLT, New Delhi, for de novo consideration. The Tribunal directed the NCLT to provide a fair hearing to all parties, consider their submissions, and pass a reasoned order in compliance with the principles of natural justice. The appeal was allowed, and the stay application was closed.

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