TaxTMI 
TaxTMI 
2024 (8) TMI 103
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....t of the impugned order dated 12.06.2024 passed on C.A.No.71/2024 in C.P.No.18/BB/2024 on the file of the National Company Law Tribunal, Special Bench, Bengaluru (for short 'the NCLT'). The said company petition was filed by the respondents 1 to 5 under Sections 241-242 of the Companies Act, 2013 (for short 'the said Act of 2013'). 2. The petitioners in W.P.No.15788/2024 are arrayed as respondents 2 to 4 in the said company petition, while the petitioner in W.P.No.15801/2024 is arrayed as respondent No.1 in the said company petition, which is pending adjudication before the NCLT. 3. During the pendency of the said proceedings before the NCLT, the respondents 1 to 5 filed an application C.A.No.71/2024 under Section 242(4) of the said Act of 2013 r/w Rules 11 and 32 of the NCLT Rules, 2016. The said application having been opposed by the petitioners herein, who filed their statement of objections, the NCLT proceeded to pass the impugned order dated 12.06.2024 allowing the said application C.A.No.71/2024 in favour of respondents 1 to 5, thereby granting injunction in their favour against the petitioners till disposal of the main proceedings in C.P.No.18/BB/2024. Aggrieved by the....
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....ments:- (i) Sonu vs.Sonu Yadav & Another - (2021) 15 SCC 228; (ii) Ploomberg Television Production Services India Pvt. Ltd., vs. Zee Entertainment Enterprises Ltd., - 2024 SCC OnLine SC 426; 6. Per contra, learned Senior counsel for the respondents 1 to 5 would reiterate the various contentions urged in the statement of objections and submit that the petitioners are guilty of wilfully disobeying and committing contempt of the undertaking given by them before the NCLT on 27.02.2024 which was confirmed by the NCLT vide order dated 27.02.2024 in relation to the first rights issue in respect of which, the respondents 1 to 5 had sought interim reliefs against the petitioners. It was submitted that the respondents 1 to 5 have not only initiated contempt proceedings against the petitioners for the alleged violation of their undertaking and order dated 27.02.2024 but had also filed C.A.No.72/2024, which was also pending against the petitioners. 6.1 In this context, learned Senior counsel invited my attention to the Reply Affidavit dated 22.04.2024 filed before the NCLT on behalf of the petitioners, in which, at paragraph-27, it was admitted that the petitioners had ....
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.... (vi) Chhaganbhai Norsinbhai vs. Soni Chandubhai Gordhanbhai and others - (1976) 2 SCC 951; (vii) Prem Narain vs. Vishnu Exchange Charitable Trust and others - (1984) 4 SCC 375; (viii) T.N.Rugmani and another vs. C.Achutha Menon and others - 1991 Supp(1) SCC 520; (ix) Ritesh Tewari and another vs. State of Uttar Pradesh and others - (2010) 10 SCC 677; (x) Lata Vishnu Sawant and others vs. Additional Collector and Appellate Authority and others - 2019 SCC OnLine Bom 5051; (xi) Nagindas Ramdas vs. Dalpatram Ichhram @ Brijram and others - (1974) 1 SCC 242; (xii) Sangramsinh P.Gaekwad and others vs. Shantadevi P.Gaekwad (Dead) through LRs. And others - (2005) 11 SCC 314; (xiii) High Court Bar Association, Allahabad vs. State of U.P. and others - 2024 SCC OnLine SC 207; (xiv) Surjit Singh and others vs. Harbans Singh and others - (1995) 6 SCC 50; (xv) K.A.Ansari and another vs. Indian Airlines Limited - (2009) 2 SCC 164; 7. I have given my anxious consideration to the rival submissions and perused the material on record. 8. A perusal of the material on record will indicate that in the aforesaid proce....
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....are forthcoming in the impugned order for the purpose of granting injunctive relief in favour of the respondents 1 to 5 against the petitioners; in fact, the triple test / requirement before granting interim injunction viz., prima facie case, balance of convenience and irreparable injury and loss / hardship has not even been adverted to, much less, considered or appreciated by the NCLT before passing the impugned order which is clearly a non-speaking, unreasoned, cryptic and laconic order without assigning any reasons as to why and how the respondents 1 to 5 would be entitled to an order of interim injunction against the petitioners and on this short ground alone, I am of the considered opinion that the impugned order passed by the NCLT deserves to be set aside. 12. In the case of Central Board of Trustees' vs. M/s. Indore Composite Pvt. LTd., - (2018) 8 SCC 443, the Apex Court held as under:- 13 [Ed.: Para 13 corrected vide Official Corrigendum No. F-3/Ed.B.J./54/2018 dated 11-10- 2018.] . Indeed, in the absence of any application of judicial mind to the factual and legal controversy involved in the appeal and without there being any discussion, appreciation, reasoning....
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....is not necessary for the Court to consider the facts of the case in detail in view of what we indicate hereafter. In para 4 of its judgment dated 21-11-2019 [UPSC v. Bibhu Prasad Sarangi, 2019 SCC OnLine Ori 427] , the High Court extracted portions of the judgment of the Tribunal. Thereafter, the High Court noted that "the Tribunal has elaborately discussed the law" while issuing directions. Having said this, the High Court made the following observations in para 6 of its judgment [UPSC v. Bibhu Prasad Sarangi, 2019 SCC OnLine Ori 427] : (Bibhu Prasad Sarangi case [UPSC v. Bibhu Prasad Sarangi, 2019 SCC OnLine Ori 427] , SCC OnLine Ori) "6. We have heard the learned counsel for the parties and perused the materials including the impugned order. The learned Tribunal has elaborately dealt with the contentions of the learned counsel for the parties with reference to the materials available on record." 4. In para 7, the High Court held that the Tribunal has not committed any jurisdictional error and no interference is warranted. There has been no independent application of mind to the controversy by the High Court. 5. Cutting, copying and pasting from the jud....
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.... 3. We have gone through the respective orders passed by the High Court dismissing the writ petitions. Having gone through the orders passed by the High Court dismissing the writ petitions, it can be seen that the said orders are cryptic, non-speaking and non-reasoned orders. The order dated 11-1-2022 [Vishal Ashwin Patel v. CIT, 2022 SCC OnLine Bom 707] reads as under : (Vishal Ashwin Patel case [Vishal Ashwin Patel v. CIT, 2022 SCC OnLine Bom 707] , SCC OnLine Bom paras 1-2) "1. We are not inclined to entertain this petition. At the same time, the assessing officer who will be different from the officer who had passed the order dated 10-10- 2019 rejecting the objections filed by the petitioner for reopening under Section 148 of the Income Tax Act, 1961 ("the Act") shall permit petitioner to file further documents and case laws if advised and also grant a personal hearing before passing the assessment order. The assessment order to be passed within 12 weeks from the date this order is uploaded. The petitioner shall be given at least seven days advance notice about the date and time of the personal hearing. 2. The assessing officer shall deal with all the su....
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....ther observed in the said decision that an order bereft of reasoning causes prejudice to the parties because it deprives them to know the reasons as to why one party has won and other has lost. 8. In the recent decision in UPSC v. Bibhu Prasad Sarangi [UPSC v. Bibhu Prasad Sarangi, (2021) 4 SCC 516 : (2021) 1 SCC (L&S) 743] , while emphasising the reasons to be given by the High Court while exercising powers under Article 226 of the Constitution of India, it is observed and held by this Court that the reasons constitute the soul of judicial decision and how Judges communicate in their judgment is a defining characteristic of judicial process since quality of justice brings legitimacy to the judiciary. It is further observed that though statistics of disposal of cases is important, of higher value is the intrinsic content of judgment. It is further observed that in exercise of powers under Article 226 the Courts require to independently consider the issues involved. 9. Applying the law laid by this Court in the aforesaid decisions to the facts of the case on hand and the manner in which the High Court has disposed of the writ petitions, in the interest of sobriety,....
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....ich is expected of a judicial order. 12. An order without reasons is fundamentally contrary to the norms which guide the judicial process. The administration of criminal justice by the High Court cannot be reduced to a mantra containing a recitation of general observations. That there has been a judicious application of mind by the Judge who is deciding an application under Section 439CrPC must emerge from the quality of the reasoning which is embodied in the order granting bail. While the reasons may be brief, it is the quality of the reasons which matters the most. That is because the reasons in a judicial order unravel the thought process of a trained judicial mind. We are constrained to make these observations because the reasons indicated in the judgment [Sonu Yadav v. State of U.P., 2020 SCC OnLine All 1709] of the High Court in this case are becoming increasingly familiar in matters which come to this Court. It is time that such a practice is discontinued and that the reasons in support of orders granting bail comport with a judicial process which brings credibility to the administration of criminal justice. 16. Similarly, in Bloomberg's case supra, the Apex Cour....
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....port of their respective claims, the NCLT does not even refer to, much less consider or appreciate the same for the purpose of passing the impugned order, which is sufficient to come to the conclusion that the impugned order is ex-facie, non-speaking and unreasoned order warranting interference by this Court in the present petition. 19. The respondents 1 to 5 have contended that the earlier orders dated 27.02.2024, 28.03.2024, 04.04.2024 and 23.04.2024 passed by the NCLT in the instant proceedings have to be read together and in conjunction with one another which would justify the impugned order. As stated supra, in pursuance of the order dated 27.02.2024, the respondents 1 to 5 have filed a contempt petition as well as C.A.No.72/2024 which have already been directed to be considered subsequently by the NCLT in the impugned order and as such, the question of reading the said order dated 27.02.2024 along with the impugned order would not arise in the facts of the instant case. So also, the order dated 28.03.2024 was passed on an application C.A.No.38/2024 filed by the respondents 1 to 5 which was disposed of by the NCLT by the said order and consequently, the said order also cann....
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.... the same is liable to be dismissed on this ground alone, since no final orders have been passed on C.A.No.71/2024; this contention urged on behalf of respondents 1 to 5 is clearly devoid of merit in the light of the specific directions issued by the NCLT in the impugned order, which injuncts the petitioners herein from going ahead with the second rights issue till disposal of the main C.P.No.18/BB/2024 which leads to the unmistakable conclusion that C.A.No.71/2024 had been disposed of vide impugned order and the same was not pending consideration any longer; even assuming that the said C.A.No.71/2024 had not been finally disposed of by the NCLT vide the impugned order, the said circumstance would not dispense with or obviate the mandatory requirement of passing a reasoned and speaking order while granting injunction in favour of respondents 1 to 5 against the petitioners, albeit by way of an ad-interim order which would also necessarily have to be passed by assigning cogent and valid reasons which are conspicuously absent / missing in the impugned order and as such, even this contention urged on behalf of respondents 1 to 5 cannot be accepted. 23. A perusal of the impugned orde....
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....to 5 for the proposition that admissions in pleadings are the best form of evidence and the same need not be proved for the purpose of contending that the petitioners had themselves admitted that they had committed breach / violation of the undertaking / order dated 27.02.2024 is concerned, as stated earlier, the evidentiary value of the said admission alleged to have been made by the petitioners who seriously dispute and deny the said contention would also be within the realm of adjudication of the C.A.No.72/2024 and the contempt petition and consequently, at this stage when the said petitions are still pending consideration, it would be premature to accept the contention of the respondents 1 to 5 that the petitioners had admitted disobedience / breach and act upon the said admission which is seriously disputed / denied by the petitioners for the purpose of upholding the impugned order. 26. The learned Senior counsel for the respondents 1 to 5 also submitted that the petitioners had not come to Court with clean hands and were not entitled to invoking the jurisdiction of this Court and several judgments of the Apex Court and this Court referred to supra were relied upon by them.....