TaxTMI 
TaxTMI 
2022 (1) TMI 772
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....nko Banerji, Sr. Advocate along with Mr. Abhijeet Sinha, Mr. Rishav Banerjee, Mr. Aditya Shukla, Rajarshi Banerjee, Mr. Ravneet Singh and Ms. Abhilasha Sharma, Advocates. JUDGEMENT [ Per; Shreesha Merla, Member (T)] 1. Challenge in this Company Appeal (AT) No. 13 of 2022 filed under Section 421 of the Companies Act, 2013 (herein after referred to as the 'Act') is to the Impugned Order dated 06.12.2021, passed by the NCLT (National Company Law Tribunal, Kolkata Bench, Kolkata) in CP/275(KB)2021. By the Impugned Order, NCLT has observed as follows: 1. Ld. Sr. Counsel for the Respondent present. Ld. Sr. Counsel for the Petitioner present. 2. The Supplementary Affidavit in the matter of the order dated 30.11.2021 has ....
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....nst the Respondent from proceeding with the Rights Issue as it was being issued with a motive to dilute the shareholding of the Appellant in the Respondent Company. The Status Quo ordered by NCLT with respect to the exercise of their Statutory Rights under Sections 100 and 169 of the Act, i.e., in matters entirely unconnected with the proposed Rights Issue in the absence of any pleadings or Affidavits by the parties, is unjustified. The Impugned Order effectively restrained the Appellant, the 51% Shareholder from exercising its Statutory Rights and following a prescribed procedure to remove an appointed Director, despite there being no request or prayer wheresoever. The Impugned Order is passed in respect of issue which is....
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.... relied on the decision of the Hon'ble Supreme Court in paras 118, 121, 133, 172 & 173 of 'Tata Consultancy Services Ltd.' Vs. 'Cyrus Investment Private Ltd. & Ors.', (2019) 9 SCC 449 and also relied on para 100 in 'Life Insurance Corporation of India' Vs. 'Escorts Ltd. & Ors.', (1986) 1 SCC 264 in support of his contentions. 3. Submissions of the Learned Sr. Counsel appearing on behalf of the Respondent: Learned Sr. Counsel contended that 'SIFL' challenged the Rights Issue in a Petition filed before the NCLT, but latter initiated the process of removal of Directors. The requisition Notice (page 539) is only a pressure tactic by SREI. Learned Sr. Counsel drew our attention to the Orders dated 06.12.2021 & 04.01.2022. He submitte....
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....rawn. The apprehension of the Administrator stems from the fact that the rights issue is not subscribed to by the 51% shareholders, then there will be dilution of the shareholding in the R1 Company. The Ld. Sr. Counsel also alleges violation of Regulation 20(13) of the SEBI (Alternative Investment Funds) Regulations 2021 and the provisions of Section 62(1)(a) (iii) of the Companies Act, 2013. Ld. Sr. Counsel on behalf of the Respondent No.1 Company submits that the cause of action for the present petition does not exist in view of the deferment of the proposed rights issue. He further submits that a future rights issue cannot be decided in the present petition. Be it as it may, in the first instance we have to be satisfied....
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....noted Orders passed by NCLT both sides were present and heard. The matter was listed for 06.12.2021 as "a specially ordered matter‟. We find force in the contention of the Learned Counsel for the Respondent that it could not be heard on 14.01.2022 on account of the pandemic and was hence posted to 18.02.2022. 9. At this juncture, we find it relevant to reproduce Section 242(4) of the Act: 242. Powers of the Tribunal. - .............................................................................. (4) The Tribunal may, on the application of any party to the proceeding, make any interim order which it thinks fit for regulating the conduct of the company's affairs upon such terms and conditions as appear....