2022 (9) TMI 394

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....lway Panel Advocate in CAT, Hyderabad, H. No. 6-1-72, Sri Maha Laxmi Meadows, A-1501, Lakdikapool, Hyderabad-4, as Chairperson to conduct Board Meetings and Annual General Meetings for the year 2014-15, 2015-16 of Gagan Aerospace Limited. (ii) We hereby appoint Seshachalam & Co., Chartered Accountants, "Wall Street Plaza", 1-11-256, ICICI Building, St. No. 1, Begumpet, Hyderabad-16 as Auditor in the present case and his fee will be decided by the consultation with the Chairperson. (iii) The Learned Chairperson is directed to fix dates and venues suitably, after discussing the issue with the Petitioner and the Respondent No. 2 & 3 and give advance notices to all the concerned parties. (iv) The Petitioner as well as Respondents No. 2, 3, & 4 are directed to extend full co-operation to the Learned Chairperson and Auditor to discharge their duties. (v) The Learned Chairperson is also directed to take all relevant records and make available those records to the Respondent No. 2 & 3. (vi) The Learned Chairperson's fee is fixed at Rs. 25,000/- for Board Meetings and Rs. 50,000/- to Annual General Meetings which is to be borne by Respondent ....

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....e failed to implement the order of this Tribunal. 6. Thus submitting, the Applicant prayed the Tribunal to direct R-2 & 3 to execute the order dated 27.02.2017 made in CA/73/97/HDB/2016, particularly with respect to directions mentioned at para. 3 supra. 7. The 3rd Respondent, filed Counter, inter-alia, contending that, subsequent to order of this Tribunal dated 27.02.2017, the Applicant visited the Registered Office of R-1 Company on several dates and inspected the Books of Accounts and provided all the documents sought by him. The Auditor appointed by this Tribunal i.e. M/s. Seshachalam & Co., Chartered Accountants vide this Tribunal order dated 27.02.2017 however resigned on 08.02.2018 owing to his personal preoccupations. 8. It is contended that the Applicant herein has filed three Company Applications bearing CA No. 51, 52 & 53 of 2018 in Company Application No. 73/97/HDB/2016 with the following prayers, wherein the 3rd Respondent was arrayed as R-2 therein. CA No. 51/2018: 1. To hold a preliminary enquiry about the false statement made by Respondent, as contained under Section 340 of Cr.P.C. and direct the office concerned to proceed against the Res....

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....the following appeals. (i) Company Appeal (AT) No. 151 of 2019 against the order dated 22.04.2019 passed in CA No. 52/2018 in CA No. 73/97/HDB/2016. (ii) Company Appeal (AT) No. 153 of 2019 against the order dated 22.04.2019 passed in CA No. 53/2018 in CA No. 73/97/HDB/2016. (iii) Company Appeal (AT) No. 200/2019 against the order dated 16.05.2019 passed in CA No. 365/2018 in CA No. 73/97/HDB/2016. The said appeals are still pending before Hon'ble NCLAT. 12. In response to the allegation of the Applicant that the 3rd Respondent did not extend co-operation to the Chairperson and Auditor of R-1 Company and that no records were provided to the Chairperson/Auditor, the 3rd Respondent stated that the directions of this Tribunal was complied with by creating a separate data room for the purpose of providing data to the Chairperson and the auditor and access to the Applicant as well and further deny the allegation by the Applicant that R-3 has illegally retained several records of R-1 Company. 13. The 3rd Respondent contended that the tally back up data cannot be provided to the Applicant as it is impermissible under Section 128(3) of the Companies ....

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.... entitled to take Xerox copies of the documents in question......" (iii) Rajdhani Roller Flour Mills Pvt. Ltd. vs. Mangilal Bagri and Ors. (1991 70 Comp Cas 788 (Delhi), wherein the Court held that. "Even the shareholders can inspect and have copies of the records inspected". 20. Prestige Lights Limited Vs. State Bank of India - (2007) 8 SCC 449 observed at para 24 that "A person who disobeyed the court order has not right of being heard by the Court until or otherwise the Court's order has been complied". As such the 3rd Respondent should not be heard by this Tribunal till he complies with the directions of this Tribunal. 21. Therefore, in the above backdrop, the point for consideration is "Whether the directions as sought for by the Applicant can be passed?". 22. We have heard the Ld. PCS for the Applicant Shri S. Chidambaram, PCS and Shri Y. Suryanarayana, Ld. Counsel for Respondent-3. POINT: Whether the directions as sought for by the Applicant can be passed? 23. Admittedly, the order of this Tribunal dated 27.02.2017 being a consent order, both sides shall ensure compliance of the terms without any deviation what so ever. While ....