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

NCLAT dismissed appeal challenging procedural order dated 08.01.2025 in Company Petition. Appellant sought impleadment claiming right to receive shares in respondent company, arguing violation of natural justice as impleadment application was not heard separately. NCLAT held the Company Petition between respondents regarding oppression and mismanagement was not a dispute between two brothers. The impugned order was merely procedural, recording filing of submission notes, and did not dilute appellant's rights. Procedural orders are not appealable per SC precedent. Appellant failed to challenge main order dated 18.12.2024 concluding arguments but complied by filing submissions, thus losing right to challenge consequential procedural order.

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ISSUES PRESENTED and CONSIDERED

The 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 ANALYSIS

Impleadment Application and Right to be Heard

The 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 Order

The 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 Implead

The 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 HOLDINGS

The 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.

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