TaxTMI 
TaxTMI 
2021 (10) TMI 390
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....nies date, 2013 (for brevity Companies Act read with Rule 11 of the National Company Law Tribunal Rules, 2016 (for brevity NCLT Rules) against the order passed by the National Company Law Tribunal, Mumbai Bench dated 5 October 2021 in Company Petition No. 322 (PMB) 2021. 2. The parties' original status is represented in this appeal for the sake of convenience. Brief facts 3. The Appellant seeks to assail the impugned order dated 5 October 2021, contending that the learned NCLT in gross violation of Rule 37 of the NCLT Rules and Principles of Natural Justice and fairness has rejected the Appellant's request for the grant of sufficient time to file its reply/counter to the Company Petition, which is being finally heard by it within six days from the filing of the Company Petition without issuing any notice. The Learned NCLT has erred in exercising its jurisdiction by failing to grant the Appellant's a reasonable and fair opportunity to file their reply/counter to the Company Petition. The learned NCLT has granted less than two days to the Appellant and Respondent No. 3 to 9 to file their replies even though no notice was issued in the Company Petition until 5 October 2....
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.... requirement of the grant of ad-interim relief (s). Therefore the Ld.NCLT listed the Company Petition on 30 September 2021 for considering a grant of ad-interim reliefs as sought in the Company Petition. 8. On 30 September, when the Company Petition was taken up, the learned NCLT heard the argument of Respondent No.1 and 2 at length. The Appellant and Respondent No. 3 to 9 was not heard on 30 September. Accordingly, the learned NCLT passed the following order on 30 September 2021. "This is a petition filed by two shareholders holding around 18% of the shareholding in the Respondent no. 1, Company and Respondent no. 2 holds about 3.99% of the shareholding and rest of the shareholding is held with the public. It appears that about 2.5 lakhs public shareholders in the Company and the Company is a listed Company in the stock exchanges across the Country. Now the contention of the petitioners is that they have submitted a requisition to the Board of the Company calling for the extraordinary general meeting under the powers vested according to Section 100 of the Companies Act, 2013. The said Notice was sent on 11.09.2021 and till date no meeting of the Board has taken place to take a ....
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....ided finally, sufficient and a reasonable opportunity must be granted to the Appellant to file its reply/counter to the Company Petition. 11. The Appellant contends that under Section 100 of the Companies Act, the time limit provided to Respondent No.1 and 2 to call the meeting is three months despite such periods of 3 months, the request of the Appellant for reasonable and sufficient opportunity was not acceded to. Further, despite several requests from the Appellant and Respondent No. 3-9 to grant sufficient and reasonable time to file a reply/counter to the company petition, but the learned NCLT only granted time till 7 October 2021 to the Appellant and Respondent No. 3-9 to file their replies and even listed the Company Petition on 7 October 2021for hearing. 12. The learned NCLT in its order dated 5 October 2021 has observed that; "3. Be that as it may, this matter again came up for hearing on 04.10.2021 during which time, the counsel for the applicants had argued and due to paucity of the time, the matter has been posted today for the continuation of the arguments of the applicants. The applicants were heard in complete and after that the counsel appearing for the responde....
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....eeks of time can be granted to file replies and hear the matter for days together and finally write an order consisting hundreds of pages. The point involved in this case is very short, simple and we are conscious that the Senior Counsels appearing for both the sides are aware of this and we are very clear there is no need to grant days and days time to file reply as we could understand from their argument that they are fully abreast with the legal points and hence only in abeyance to their seniority and their knowledge and their stature, this Bench is inclined to grant reasonable time which is in our opinion, time granted up to 07.10.2021 is quite sufficient. 6. List the matter for hearing on 07.10.2021, at the top of the list as Item No. 1." (verbatim copy) 13. Appellant further contends that the learned NCLT further recorded that no extension will be granted and directed that a physical copy of the reply to the Company Petition must be submitted to the learned NCLT on 7 October 2021. The Appellant and Respondent No. 3-9 were effectively provided only 36 hours for filing reply. 14. The Appellant also contended that Rule 37 of the NCLT Rules mandates to issued Notice to allow....
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....must also be considered. In the circumstances, Learned NCLT directed the Respondents to file a reply to the application by 7 October 2021 by duly serving a copy to the Petitioners. It is further noted in the order this is not a usual case where weeks and weeks of time can be granted to file replies and hear the matter for days together and finally write an order consisting of 100 of pages ...... there is no need to grant days and days' time to file reply as we could understand from their argument. ......... This Bench is inclined to grant a reasonable time, which is quite sufficient for up to 7 October 2021. 19. It appears undoubtedly, a petition was filed on 29 September 2021, and after that, it was listed on 30 September 2021. After that, arguments of the Learned Sr. Counsel for the Applicant/Respondent No.1 & 2 of this Appeal was heard at length. Because petitioners seeking final reliefs, at an admission/interim stage which was impermissible, therefore, the Learned Sr. Counsel appearing on behalf of Appellants and Respondents No.3 to 9 sought time for filing a reply and granting such a sort span of less than two days' time has in effect denied the Appellant an opportuni....
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.... call an extraordinary general meeting of the company within the period specified in sub-section (4). (3) The requisition made under sub-section (2) shall set out the matters for the consideration of which the meeting is to be called and shall be signed by the requisitionists and sent to the registered office of the company. (4) If the Board does not, within twenty-one days from the date of receipt of a valid requisition in regard to any matter, proceed to call a meeting for the consideration of that matter on a day not later than forty-five days from the date of receipt of such requisition, the meeting may be called and held by the requisitionists themselves within a period of three months from the date of the requisition. (5) A meeting under sub-section (4) by the requisitionists shall be called and held in the same manner in which the meeting is called and held by the Board. (6) Any reasonable expenses incurred by the requisitionists in calling a meeting under sub-section (4) shall be reimbursed to the requisitionists by the company and the sums so paid shall be deducted from any fee or other remuneration under Section 197 payable to such of the directors who were in ....