2025 (4) TMI 700 - AT - Companies Law

NCLAT dismisses appeal against procedural order in oppression case, rules procedural orders not appealable

Mrs Leena Khosla Guardian of Suresh Kumar Khosla Versus Alliance Industries Ltd, People General Hospital Pvt Ltd, Mr Suresh Narayan, Mrs Savitri Devi

NCLAT dismissed appeal challenging procedural order dated 08.01.2025 in Company Petition. Appellant sought impleadment claiming right to receive shares in ... Violation of principles of natural justice - opportunity of hearing of impleadment application - impleadment application was never heard before it being reserved alongwith the main Company Petition for the purposes of it to be disposed of in a single combined order - HELD THAT:- The argument of the learned senior counsel for the appellant is not convincing that as the appellant claims a right to receive shares in Respondent No.1 company hence he should be impleaded in main Company Petition filed by Respondent No.1 against Respondent No.2. Admittedly the Company Petition is not a lis between two brothers viz. Mr. Suresh Kumar Khosla and Mr. Ashok Kumar Khosla. The argument which the appellant is trying to develop is in case he succeeds to get shares in Respondent No.1 company and then if not impleaded in this Company Petition 137/2019 then it could be decided without giving him an opportunity of being heard. This Company Petition is not a lis between the two brothers. Further without adverting to the merits of the impleadment application, suffice is to say the impugned order dated 08.01.2025 does not in any manner dilute any right of the appellant and is only a procedural order. Admittedly the main Company Petition was filed in the year 2015 by Respondent No.1 against Respondent No.2 on the ground Respondent No.1 company had invested Rs.144 crore in Respondent No.2’s business and it holds 47% shares in Respondent No.2 and that Respondent No.2 has engaged in oppression and mismanagement. The impugned order none of the rights of any of the parties were decided and it was merely a procedural order recording filing of notes of submission. The procedural order are not appealable orders per Central Bank of India Vs Gokal Chand [1966 (9) TMI 142 - SUPREME COURT]. The appellant had failed to challenge the main order dated 18.12.2024 which records conclusion of hearing of arguments and fixing the matter for 08.01.2025 for procedural compliances viz. filing of notes of submission. Rather the appellant had complied with order dated 18.12.2024 by filing her notes of submission. Hence after compliance the appellant has no right to challenge the impugned order. Conclusion - The impugned order is nothing but a consequential order and in the absence of challenge to the main order dated 18.12.2024, the challenge to procedural order is not maintainable. Appeal dismissed. ISSUES PRESENTED and CONSIDEREDThe core legal issues considered in this judgment include:Whether the appellant's application for impleadment in the main Company Petition was wrongfully reserved without a hearing, thereby denying the appellant an opportunity to be heard.Whether the procedural order dated 08.01.2025, which reserved the impleadment application along with the main Company Petition, was appealable.Whether the appellant had any standing or right to be impleaded in the main Company Petition given the circumstances.ISSUE-WISE DETAILED ANALYSISImpleadment Application and Right to be HeardThe appellant argued that the impleadment application was not heard before it was reserved along with the main Company Petition, thus denying them a chance to be heard. The appellant's counsel cited several precedents to argue that if an impleadment application is filed and the court finds the applicant to be a necessary party, the court must allow the applicant to be heard.The Tribunal noted that the main Company Petition was not a dispute between the appellant's husband and his brother but rather a petition involving allegations of oppression and mismanagement between Respondent No.1 and Respondent No.2. The Tribunal found that the appellant's claim to shares in Respondent No.1 company was not directly relevant to the issues in the main petition, as the appellant's husband did not currently hold any shares in Respondent No.1.Appealability of the Procedural OrderThe Tribunal considered whether the procedural order dated 08.01.2025 was appealable. The Tribunal cited precedents such as Central Bank of India Vs Gokal Chand and others, which establish that procedural orders are not typically appealable. The Tribunal concluded that the order in question was procedural, merely recording the filing of notes of submission, and did not decide any substantive rights of the parties.Standing and Right to ImpleadThe Tribunal examined whether the appellant had any standing to be impleaded in the main Company Petition. It was noted that the main petition had been filed in 2015, and the appellant's impleadment application was only filed in 2024, during the midst of hearings. The Tribunal highlighted that the appellant had not raised any grievances about the hearing of the impleadment application from September to December 2024, and that arguments on the application were eventually heard on 11.12.2024.The Tribunal further noted that the appellant had not challenged the main order dated 18.12.2024, which recorded the conclusion of arguments and set the matter for procedural compliance. Citing Gaon Shiksha Samiti and others, the Tribunal held that in the absence of a challenge to the main order, the appellant could not challenge the subsequent procedural order.SIGNIFICANT HOLDINGSThe Tribunal dismissed the appeal, holding that:The procedural order dated 08.01.2025 was not appealable as it did not decide any substantive rights and merely recorded procedural compliance.The appellant did not have standing to be impleaded in the main Company Petition, as the petition did not pertain to the appellant's husband's claim to shares, and the appellant's husband was not a current shareholder in Respondent No.1.The appellant's failure to challenge the main order dated 18.12.2024 precluded them from challenging the subsequent procedural order.The Tribunal concluded that there was no merit in the appeal and dismissed it, along with any pending applications.