Col A Khanna Sm Retd vs Delhi Gymkhana Club Limited & Anr on 14 August, 2024

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National Company Law Appellate Tribunal

Col A Khanna Sm Retd vs Delhi Gymkhana Club Limited & Anr on 14 August, 2024

This Appeal has been filed challenging the order dated 05.04.2024 passed by the National Company Law Tribunal, New Delhi, Principal Bench (hereinafter referred to as 'Tribunal') in CA-34/2024 and CA-88/2023 filed by the Appellant. By the order impugned, the Tribunal directed CA-34/2024 and CA-88/2023 to be listed on 03.10.2024 along with other pending IAs in the matter. Aggrieved by the order dated 05.04.2024, this appeal has been filed. The brief background of the case need to be noticed for deciding the appeal filed by the Appellant:

(i) A Company Petition No.71/241-242/PB/2020 was filed by the Union of India, Ministry of Corporate Affairs with regard to affairs of Delhi Gymkhana Club Limited. The Union of India in CP No.71/241-

242/PB/2020 filed petition under Section 241(1) of the Companies Act, 2013 alleging affairs of the Company being held in a manner prejudicial to the public interest.

(ii) The Appellant herein had been appointed as Secretary of the Club from 12.04.2018 to 11.04.2021. On the date of filing of the CA, the Appellant was arrayed as Respondent No.18 in the Section 241 Sub- section (1) application filed by Union of India.

(iii) In CP No.71/241-242/PB/2020, an interim order was passed by the Tribunal dated 26.06.2020 stating that General Committee (GC) of Company Appeal (AT) No. 224 of 2024 -3- the Club shall not construct or further construct on the site and it shall not make any policy decisions. Appeals were filed against interim order dated 26.06.2020 before this Tribunal.

(iv) During the pendency of the appeal, the General Committee of the Club issued a Show Cause Notice to the Appellant dated 27.07.2020. In the meeting of the General Committee held on 04.08.2020 decision was taken to terminate the services of the Appellant as Secretary w.e.f. 04.08.2020.

(v) The Appellant filed CA No.409/2020 in CP No.71/241- 242/PB/2020 requesting to declare the termination of the Appellant dated 04.08.2020 as null and void and that his removal from the company being in violation of the contract in between him and the Club, and having happened during the pendency of the Company Petition, he may be reinstated. NCLT vide order dated 25.03.2021 did not grant the prayers as made in the application. NCLT held that the removal of the Applicant is not hit by Section 218(1)(b) of the Companies Act, 2013. NCLT, however, observed that notwithstanding the removal of the applicant by the earlier management, the applicant is at liberty to approach the administrator for employment. In the Appeal which was filed before the NCLAT against interim order dated 26.06.2020, NCLAT on 15.02.2021 passed order directing suspension of the GC from the management and directing to nominate Administrator by the Union Company Appeal (AT) No. 224 of 2024 -4- of India to manage the affairs of the Club, pending disposal of the main Company Petition.

(vi) Appellant aggrieved by order dated 25.03.2021 rejecting CA-

409/2020 filed an appeal being Company Appeal (AT) No. 48 of 2021, which was dismissed by this Tribunal. This Tribunal dismissed the appeal on 15.04.2021 granting liberty to the Appellant to participate in the selection process for the post of Secretary of the Club. Appellant feeling aggrieved by order dated 15.04.2021 filed a Civil Appeal No.586 of 2021 before the Hon'ble Supreme Court. The Hon'ble Supreme Court disposed of the appeal noticing that tenure of the Appellant which as per letter dated 12.04.2018 was for three years only has elapsed.

(vii) In CP No.71/241-242/PB/2020, NCLT passed an order on 01.04.2022 by which order the NCLT suspended the management of the Gymkhana Club and permitted the Union of India to appoint 15 members Committee to manage the affairs of the Club. Aggrieved by order dated 01.04.2022, Company Appeals have been filed in the Appellate Tribunal, which Company Appeal (AT) Nos.93 of 2002 and 141 of 2002 are pending consideration before this Tribunal.

(viii) During pendency of CP No.71/241-242/PB/2020, large number of applications were filed by the Appellant praying for different reliefs, out of which applications CA-88/2023 and CA-34/2024 were Company Appeal (AT) No. 224 of 2024 -5- applications filed by the Appellant, order passed on which applications dated 05.04.2024 is the subject matter of this appeal.

(ix) The Tribunal on 20.04.2023 passed order in different IAs including CA-88/2023. Company Appeal (AT) No.112 of 2023 has been filed by the Appellant challenging order dated 20.04.2023, which appeal was disposed of by this Tribunal on 10.08.2023. This Tribunal taking view that CA-88/2023 is still pending before the Tribunal, appeal cannot be entertained, observed that in view of the fact that application has been filed by the appellant under Section 218, Companies Act, 2013, the Tribunal shall endeavour to dispose of the application at early date and the appeal was disposed of accordingly. In the disposed of appeal Company Appeal (AT) No.112 of 2023, IA No.194 of 2024 was filed by the Appellant, which was disposed of by this Tribunal on 11.01.2024 observing that 26.01.2024 is date fixed in CA-88/2023 before the Tribunal and requested the Tribunal to dispose of the application on the said date and in any view of the matter not later than 30 days.

(x) Appellant has filed CA-34/2024 making various prayers including the prayer seeking direction under Section 218 of the Companies Act, 2013 as well as direction that the Respondent No.1 to reappoint the Appellant (Applicant) as Secretary. After order of this Tribunal dated 11.01.2024, above applications were listed before the Tribunal.

Company Appeal (AT) No. 224 of 2024 -6-

(xi) One CA-440/2022 was also listed before the Tribunal where the Applicant has prayed for recall of all orders subsequent to order dated 24.04.2020 passed in CP No.71/241-242/PB/2020. CA- 440/2022 was pressed by the Appellant and was heard on several dates. On 15.12.2023, NCLT dismissed application CA-440/2022 and imposed cost of Rs.50,000/- on the Appellant. Appellant did not deposit the cost and made an application for extension of time to deposit the cost, which application came to be dismissed vide order dated 15.02.2024.

(xii) Order dated 15.02.2024 was recalled by the Tribunal Suo-moto and matter was fixed for 22.02.2024. When the matter came for hearing on 22.02.2024, the Registry of the Tribunal brought before the Court email dated 18.02.2024 sent by the Appellant to the Registrar of the NCLT which contain serious allegations. The Tribunal at the time of hearing of the applications including hearing of CA-88/2023 and CA-34/2024 brought in the notice of the counsel for the Appellant email dated 18.02.2024 sent by the Appellant. Learned counsel appearing for the Appellant also stated that certain averments made in email dated 18.02.2024 are not in good taste and Appellant should tender apology. Learned counsel for the Appellant sought time to discuss with his client and take a decision on the email. The Tribunal noticing the aforesaid sequence of facts and various hearing conducted by the Tribunal in different applications including CA-88/2023 and CA-34/2024 directed for adjourning CA- Company Appeal (AT) No. 224 of 2024 -7- 88/2023 and CA-34/2024 and all the cases related to the Appellant to 03.10.2024. Appellant aggrieved by the said order has come up in this appeal.

2. We have heard the Appellant, Col. Ashish Khanna appearing in person in the appeal, Mr. Prateek Kumar, learned counsel for the Respondent No.1 and Mr. Raunak Dhillon, learned counsel appearing for Respondent No.2 - Union of India, Ministry of Corporate Affairs.

3. Appeal was heard on 24.07.2024, on the date orders were reserved and both the parties were given liberty to submit short notes of submission of not more than three pages within a week. In pursuance of order dated 24.07.2024, both the parties have submitted their written submissions.

4. Appellant appearing in person challenging the order dated 05.04.2024 submits that inspite of the order of this Tribunal passed on 10.08.2023 and 11.01.2024, NCLAT has not decided CA-88/2023 filed by the Appellant for protection under Section 218 of the Companies Act, 2013. It is submitted that the NCLT has violated Rule 121 and 150 of the NCLT Rules, 2016. It is submitted that inspite of letter dated 20.09.2022 by Government of India holding appointment of new Secretary of the Club void ab-initio, the NCLT has blocked the Central Government's orders. It is submitted that the application filed by Appellant for protection under Section 218 of the Companies Act, 2023 has not been decided whereas Appellant was entitled for protection and he has not been appointed as Secretary of the Club by non-decision of application CA-88/2023 and new CA 34/2024 which has prejudiced the Company Appeal (AT) No. 224 of 2024 -8- Appellant and dues of Rs.52 Lakhs which were audit qualified has also not been paid. It is submitted by the Appellant that in Para 37 to 49 adverse observations have been made against the Appellant ignoring the PM security breaches reported to NCLT since 2021 by ex-Registrar and Appellant. In its submissions, Appellant has also raised objection on Mr. Raunak Dhillon, learned counsel appearing for the Union of India. Appellant submitted that the Appellant has been taking steps to unearth the fraud committed in the Annual General Meeting of the Club and syphoning of the funds of more than Rs.50 Crores, which allegations have not been considered.

5. Learned counsel for the Respondent No.1 submits that the Appellant in the appeal has concealed relevant facts and orders passed by this Tribunal and NCLT. Appellant's application which was filed earlier being CA-409/2020 was already heard and dismissed by the NCLT refusing the relief to the Appellant against termination of his services as Secretary of the Club which order has been affirmed by this Tribunal as well as by the Hon'ble Supreme Court. Appellant in the appeal has not brought the said orders on record by which application under Section 218 of the Companies Act was also dismissed being CA-409/2020. It is submitted that the Appellant has filed several frivolous applications before the Tribunal wasting precious time of the Court. Appellant has been raising unsustainable allegations against each and every one. Appellant has been raising issues unconnected with his applications. Court has rightly made stringent observations about the conduct of the Appellant. Appellant does not deserve any hearing and the Tribunal has rightly adjourned his applications to 03.10.2024. Along with written Company Appeal (AT) No. 224 of 2024 -9- submissions, the Respondent No.1 has also brought on record copy of order passed by the Tribunal in CA-409/2020, order of this Tribunal dated 15.04.2021 and order of Hon'ble Supreme Court dated 03.12.2021 as clarified on 11.03.2022.

6. Counsel appearing for the Respondent No.2 has also contended that the Appellant has concealed the earlier orders passed in CA No.409 of 2020 which application was with regard to protection under Section 218 of the Companies Act, 2013. It is submitted that Section 218 has no application in the present case. It is submitted that as per the order dated 15.03.2022 passed by the NCLT, reply was already sent by letter dated 18.07.2022. Issue pertaining to the letter dated 20.09.2022 are under consideration in different applications filed by the Appellant and are not relevant with regard to CA No.88 of 2023 and CA No.34 of 2024. Counsel submits that the Appeal deserves to be dismissed.

7. We have considered the submissions of learned counsel for the parties and perused the record.

8. The Appellant questions the order dated 05.04.2024 passed by the Tribunal in two CAs i.e. CA-88/2023 and CA-34/2024. We need to first notice the reliefs sought by the Appellant in the appeal including interim relief, which is as follows:

"RELIEFS SOUGHT:

Company Appeal (AT) No. 224 of 2024 -10- In view of facts mentioned, facts in issue, questions of law and grounds, the Appellant respectfully prays this Hon'ble Appellate Tribunal may be pleased to:

a) Allow present appeal and set aside the order dated 05.04.2024 passed by Ld. NCLT in CA88/2023 and CA-34/2024;

b) Impose extraordinary costs on Respondents for abuse of the law and corruption cover up;

c) Direct for investigation of Rs. 9 Crore Sect-8 company public funds spent in hearings, objected by shareholders and Auditors in AGMs.

d) Pass any order as this Hon'ble Appellate Tribunal may deem fit in the interest of justice."

9. Prayers in the appeal itself indicated that only issue for consideration is with regard to CA-88/2023 and CA-34/2024. Before we proceed further, we need to notice the prayers made in CA-88/2023 and CA-34/2024. The prayers made in CA-88/2023 has been extracted by the Tribunal in Para 10 and 11 of the order, which is as follows:

"10. The prayer made in CA-88/2023 reads as follows:-

a. Allow present application and direct for this Court/Govt appreciated applicant's Protection under section-218 of CA-2013 being arrayed serving Secretary R-18 in CA(AT)-93/22.

b. Pass orders on reliefs sought in CA-364/22 and CA387/22 as Petitioner Ministry has not opposed Company Appeal (AT) No. 224 of 2024 -11- any Prayers in them, post undertakings since 01&22.12.2022 and illegal R-1 reply by Mr Hora has Perjury and was filed without GC approval or resolution.

c. Direct SFIO investigation into rejected AGMs of 30.12.2022 and prosecution of R-1 under section 99 and 447 of CA-2013.

d. Upload order of 31.01.2023 that had directed for reply to affidavit filed on orders of this Ld. NCLT.

11. In CA-88/2023, prayers "b" and "c" have been withdrawn as not pressed on 15.02.2024 and an endorsement with regard to the same has been made by Mr. Ashish Khanna in the Petition."

10. The prayer made in CA-34/2024 has been extracted by the Tribunal in Para 9 of the order, which is as follows:

"9. The prayer made in CA-34/2024 reads as follows:-

a. Pass appropriate orders under Section 218 of CA-

2013 on the date of listing of this application to protect applicant from any backlash for having assisted Petitioner (UOI) in unearthing the illegalities in Respondent No. 1, read with the decision of the Hon'ble Cabinet Minister conveyed vide order dated 20-09-2022.

b. Interim relief(s) :

i. Direct on the date of listing the present application that the Respondent No. 1 reappoint applicant as Secretary.

Company Appeal (AT) No. 224 of 2024 -12- ii. Set down this application for day-to-day hearing till its disposal in compliance with the order dated 10-08-2023 and 11.01.2024 passed by the Hon'ble NCLAT.

            c.     Pass ex parte orders as prayed.

            d.     Pass any other orders as this Hon'ble Tribunal
                   may deem fit in the interest of justice."

11. When we look into the prayers of the Appellant in the applications, the prayer of the Applicant is seeking protection under Section 218 of the Companies Act, 2013 and as interim relief it is prayed for re-appointment as Secretary of the Club.

12. We need to notice Section 218 of the Companies Act under which the Appellant is seeking protection in the applications. Section 218 of the Companies Act, 2013 provides as follows:

"Section 218. Protection of employees during investigation (1) Notwithstanding anything contained in any other law for the time being in force, if--

(a) during the course of any investigation of the affairs and other matters of or relating to a company, other body corporate or person under section 210, section 212, section 213 or section 219 or of the membership and other matters of or relating to a company, or the ownership of shares in or debenture of a company or body corporate, or the Company Appeal (AT) No. 224 of 2024 -13- affairs and other matters of or relating to a company, other body corporate or person, under section 216; or

(b) during the pendency of any proceeding against any person concerned in the conduct and management of the affairs of a company under Chapter XVI, such company, other body corporate or person proposes--

(i) to discharge or suspend any employee; or

(ii) to punish him, whether by dismissal, removal, reduction in rank or otherwise; or

(iii) to change the terms of employment to his disadvantage, the company, other body corporate or person, as the case may be, shall obtain approval of the Tribunal of the action proposed against the employee and if the Tribunal has any objection to the action proposed, it shall send by post notice thereof in writing to the company, other body corporate or person concerned.

(2) If the company, other body corporate or person concerned does not receive within thirty days of making of application under sub-section (1), the approval of the Tribunal, then and only then, the company, other body corporate or person concerned may proceed to take against the employee, the action proposed.

(3) If the company, other body corporate or person concerned is dissatisfied with the objection raised by the Tribunal, it may, within a period of thirty days of Company Appeal (AT) No. 224 of 2024 -14- the receipt of the notice of the objection, prefer an appeal to the Appellate Tribunal in such manner and on payment of such fees as may be prescribed.

(4) The decision of the Appellate Tribunal on such appeal shall be final and binding on the Tribunal and on the company, other body corporate or person concerned.

(5) For the removal of doubts, it is hereby declared that the provisions of this section shall have effect without prejudice to the provisions of any other law for the time being in force."

13. The Respondent No.1 during his submission as well as in the Written Submissions has stated that the Appellant has concealed relevant orders in his appeal which relates to the same subject of which CA-88/2023 and CA- 34/2024 are concerned. Learned counsel for the Respondent submits that Appellant has filed the application for protection under Section 218 being CA- 409/2020, which was heard and decided by the Tribunal on 25.03.2021 against which appeal was also filed before the Appellate Tribunal which was decided on 15.04.2021 and appeal was filed in the Supreme Court which was also decided on 03.12.2021. As we have noted above, CA-88/2023 and CA- 34/2024 related to protection under Section 218 of Companies Act and reappointment of the Appellant as Secretary of the Club. Earlier orders which have been brought on the record, which have been annexed along with the Written Submission of the Respondent No.1 need to be noticed before proceeding further. It is relevant to notice that in the appeal, Appellant has Company Appeal (AT) No. 224 of 2024 -15- not disclosed application No.409/2020 filed by the Appellant and the orders passed by NCLT, this Tribunal and the Hon'ble Supreme Court. By IA No. 409/2020 Appellant sought prayer from the NCLT to declare the service termination order dated 04.08.2020 as null and void and let the Appellant continue working as Secretary of the Company during pendency of the Company Petition. In Para 4 of the order entire sequence of the event leading to termination of the Appellant's service by order dated 04.08.2020 has been noticed by the Tribunal. Para 4 of the order dated 25.03.2021 is as follows:

"4. The narrative of the applicant herein is that he was appointed as a Secretary-cum-Chief Executive Officer (CEO) of the Club on 12.04.2018, thereafter when CP71/2020 was filed against the Club, he was on 09.05.2020 authorized to represent the Club in the said proceedings, he was on 17.06.2020 compelled to accept a salary-cut) of 25% and his Membership to the Club was stopped by the Members of the GC, despite being specifically contained in his appointment letter dated 12.04.2018 that he would continue as member of the club during his service. While he was continuing as CEO of the Club, this Bench passed an interim order on 26.06.2020 as mentioned above, over which an appeal was filed on 30.07.2020. In the meanwhile some differences being cropped up in relation to filing of the appeal against the order dated 26.06.2020, GC held a meeting on 20.07.2020 to discuss various agenda items including an agenda item to discuss the compliant Cdr. Miglani raised against the Secretary-

cum-CEO/the applicant demanding for removal of the Secretary. With regard to this proposal, there was Company Appeal (AT) No. 224 of 2024 -16- protest from some members of the GC. Upon which, the applicant having felt aggrieved, on 27.07.2020, he filed an interlocutory application in the appeal pending before the Hon'ble NCLAT seeking stay of Agenda-13 in the meeting of GC held on 20.07.2020. As soon as he filed interlocutory application, on 27.07.2020, GC issued show- cause notice to the applicant to show cause why action should not be taken against applicant for allegedly being disrespectful, rude and wrongly admitting past violations of the law by the Club. A legal notice dated 30.07.2020 was sent to the applicant. For show-cause notice being issued, the applicant replied to it asking the club to supply information including the minutes of GC dated 20.07.2020, but no information was furnished to the applicant. In the meanwhile, on 04.08.2020 the Executive Manager of the Club issued a notice to GC Members to discuss on the show cause notice and the interim reply, the outcome of the said meeting was, an email at 7.44 PM on 04.08.2020 came to the applicant informing him that his services as CEO were terminated from 04.08.2020. As he was removed from the services, the relief of stay sought in the application the applicant moved before Honourable NCLAT became infructuous, therefore the applicant counsel sought for withdrawal of IA1770 of 2020 filed before Hon'ble NCLAT on the ground NCLT is seized of the Company Petition, accordingly IA1770 of 2020 was disposed of as withdrawn with liberty."

14. The submission which was advanced before the NCLT by the Appellant was that the termination was in violation of Section 218(1)(b) of the Company Appeal (AT) No. 224 of 2024 -17- Companies Act and no employee could be removed from the Club without prior approval of the Tribunal, which submission has been noticed in Para 5 of the order. The Tribunal after hearing submissions of both the parties came to the conclusion that case is not covered by Section 218(1)(b) of the Companies Act. NCLT, however, observed that notwithstanding the removal of the Applicant by the earlier management, the Applicant is at liberty to approach the Administrator for employment. The Tribunal has noted in the order itself that under the orders passed by the Appellate Tribunal dated 15.02.2021, ordering suspension of the General Committee and nomination of an Administrator by Union of India to manage the affairs of the Club pending disposal of the main company petition. Para 12 and 14 of the order of the Tribunal are as follows:

"12. The case of the applicant is his removal from the company is in violation of the contract in between him and the Club, and his removal having happened during the pendency of the proceeding under section 241 of the Act 2013, he shall be reinstated. Here, this Bench can interfere only when the case falls within the ambit of Section 218 of the Act. As to service matters, if the party is aggrieved of termination of his service, he is at liberty to proceed before the Competent Authority but not to obtain relief u/s 218 because the purpose and object of Section 218 is not to deal with violation of service contract or removal of the employee of a company whose actions are not questioned u/s 241 of the Companies Act, 2013. Making somebody as a party to the proceeding without any allegation against such party cannot be called as proceeding pending Company Appeal (AT) No. 224 of 2024 -18- against somebody. In view of this reason, we are of the view that the case of this applicant will not fall within the ambit of Section 218 (1) (b) of Companies Act, 2013.

14. Notwithstanding the removal of the applicant by the earlier management, the applicant is at liberty to approach the administrator for employment as because the alleged breach of contract terms with earlier management will not become an impediment to approach the present management. When orders u/s 242 are in force, especially when administrator is appointed to administer the affairs of the company, we believe that this Bench has discretion to pass further orders to ensure that the company is run well under the supervision of the Administrator. Since the administrator is new to the Club affairs, for this applicant already having hands-on experience in relation to the affairs of the Club, depending upon the need of the Club, the administrator is at liberty to consider if the applicant approaches for employment. Accordingly, this application is hereby disposed of."

15. The above order clearly held that the Appellant was not entitled to benefit of protection under Section 218(1)(b) and removal of Appellant was not interfered with liberty to the Appellant to approach the Administrator for employment. This order was challenged by the Appellant in Company Appeal (AT) (Ins.) No.48 of 2021, where objection was raised that the Appellant cannot claim any relief since his appointment period of three years from 12.04.2018 has come to an end. The Appeal was dismissed with liberty to the Appellant to participate in the selection process. Following is the operative portion of the order:

Company Appeal (AT) No. 224 of 2024 -19- "In view of the fact that the duration of street of appointment of appellant has already come to an end, we dismiss the appeal but liberty is granted to appellant to participate in the selection process.

Appellant shall also be at liberty to make representation to the Administrator in regard to his grievance projected in this appeal for redressal of his grievance, if any."

16. Appellant aggrieved by the order dated 15.04.2021 has filed Civil Appeal No.2856 of 2021 before the Hon'ble Supreme Court. The Hon'ble Supreme Court noticed in the order that period of employment of the Appellant of three years from 12.04.2018 has come to an end. The Supreme Court also observed that if any condition of such appointment has been breached, Appellant may take recourse to appropriate remedy, as may be advised. It is useful to extract the entire order of the Hon'ble Supreme Court dated 13.12.2021, which is as follows:

"O R D E R The grievance of the appellant, is that, because of the observation made by the National Company Law Tribunal (for short, "NCLT") in its order dated 25.03.2021 in paragraph 10, an impression is created that the appellant is guilty and, therefore, Section 218 of the Companies Act, 2013 (for short, "the Act") cannot be invoked. Section 218 of the Act does not make such distinction. It refers to employees of the company. In any case, it is not necessary to dilate on this aspect any further as the appellant was appointed in terms of letter dated 12.04.2018 on the terms and conditions Company Appeal (AT) No. 224 of 2024 -20- referred to therein including for a term of three years only. elapsed. That period has elapsed.

If any condition of such appointment has been breached, it is open to the appellant to take recourse to appropriate remedy, as may be advised.

The NCLT has clarified that position in paragraph 11 of its judgment. As a matter of fact, NCLT is dealing with the proceedings under Sections 241 and 242 of the Act, pertaining to allegations for period prior to appointed. 2018 when the appellant was not even appointed Besides clarified this, nothing more is required to be considered in this appeal, at the instance of the appellant as his term was only for three years as per the appointment letter.

The appeal is disposed of in the above terms.

Pending applications, if any, stand disposed of."

17. The Hon'ble Supreme Court by a subsequent order dated 11.03.2022 in Miscellaneous Application has held that the first para of the order dated 13.12.2021 has to be read as provided in order dated 11.03.2022. The entire order of the Hon'ble Supreme Court dated 11.03.2022 is as follows:

"O R D E R The first paragraph of order dated 03.12.2021 passed by this Court in Civil Appeal No. 2856 of 2021, reads as follows:

Company Appeal (AT) No. 224 of 2024 -21- "The grievance of the appellant, is that, because of the observation made by the National Company Law Tribunal (for short, "NCLT") in its order dated 25.03.2021 in paragraph 10, an impression is created that the appellant is guilty and, therefore, Section 218 of the Companies Act, 2013 (for short, "the Act") cannot be invoked. Section 218 of the Act does not make such distinction. It refers to employees of the company. In any case, it is not necessary to dilate on this aspect any further as the appellant was appointed in terms of letter dated 12.04.2018 on the terms and conditions referred to therein including for a term of three years only. That period has elapsed."

The same be now read as under:

"The grievance of the appellant, that the observation made by the National Company Law Tribunal (for short "NCLT") gives an impression that the appellant is guilty, is misplaced. For, NCLT vide impugned order dated 25.03.2021, in paragraph Nos. 10 and 11 noted thus:

"10. Looking at Section 218, it is obvious that this provision has come into existence to ensure that guilty shall not escape on the ground of removal in the event any allegation is raised against him during investigation or during the pendency of any proceeding against such person concerned in the conduct and management of the affairs of a company falling within the ambit of Company Appeal (AT) No. 224 of 2024 -22- chapter of oppression and mismanagement.

11. In the Company Petition, there is no allegation against the present applicant who is arrayed as R18 in the main Company Petition. Most of the allegations in the Company Petition are in relation to the affairs of the Company falling in the period prior to 2018, therefore though the applicant is arrayed as R18, it cannot be called that this applicant is connected to the impugned affairs of the Company which led to filing of main Company Petition. his is based on appointment is Since service contract, if at all the action of the applicant is in violation of the terms of the contract, the appointing authority is always at liberty to take action against such person. The cause of action and relief falling within the ambit Section 241 and 242 are nowhere related to the service contract of the company entered into with the employee."

In any case, it is not necessary to dilate on this aspect any further as the appellant was appointed vide letter dated 12.04.2018 on the terms and conditions referred to therein including for period of three years only.

elapsed." That period had elapsed.

Rest of the order shall remain as it is.

The miscellaneous application is disposed of accordingly."

18. This Appellate Tribunal as well as the Hon'ble Supreme Court by orders as noted above, clearly noted that the period of employment of the Appellant as Secretary from 12.04.2018 has elapsed, hence, no relief was granted by the NCLT or the Appellate Tribunal or the Hon'ble Supreme Court with reference to his employment or appointment as Secretary. Company Appeal (AT) No. 224 of 2024 -23-

19. When we look into the prayers made in the CA-88/2023 and CA- 34/2024, it is clear that only intent and object of the Appellant is to seek protection under Section 218 of the Companies Act and get reappointed as Secretary. The said issue of protection under Section 2018 having already been pronounced by the NCLT, which order has not been interfered with by this Tribunal or the Hon'ble Supreme Court, we are of the view that subsequent applications CA-88/2023 and CA-34/2024 are nothing but re- agitation of the issues which has already been raised by the Appellant and rejected. Appellant has given much emphasis on non-decision of CA-88/2023 and CA-34/2024 inspite of order of this Tribunal passed on 10.08.2023 and 11.01.2024. As noticed above, on 10.08.2023, this Tribunal has observed that in view of the fact that application has been filed under Section 218 of the Companies Act, the Tribunal shall endeavour to dispose of the application at an early date. Subsequently, another IA was filed being IA No.194 of 2024, which was disposed of by this Tribunal by order dated 11.01.2024. The order of this Tribunal dated 10.08.2023 as well as 11.01.2024 has been extracted in the impugned order, Para 18, which is as follows:

"18. The Hon'ble NCLAT passed the following order on 11.01.2024:

"11.01.2024: IA. No. 194 of 2024:- This is an application filed by the appellant in Company Appeal (AT) No. 112 of 2023 which was disposed of by our order dated 10.08.2023. On 10.08.2023 we have passed following order:-

Company Appeal (AT) No. 224 of 2024 -24- "10.08.2023:- Heard Mr. Deepak Khosla, Learned Counsel appearing for the appellant. This appeal has been filed against the order dated 20.04.2023 passed in different L.A.s including CA No. 88 of 2023. The appellant case is that CA No. 88 of 2023 was filed by the appellant under Section 218, Companies Act, 2013 seeking protection and the application has not yet been decided and only order was passed to serve the copy on the counsel for the intervenor. He submits that application is pending for several months which required early consideration and disposal.

2. After having heard counsel for the appellant, we are of the view that since the CA No. 88 of 2023 is still pending consideration before the Adjudicating Authority, we are not inclined to entertain this appeal at this stage.

3. However, in view of the fact that application has been filed by the appellant under Section 218, Companies Act, 2013 the Adjudicating Authority shall endeavor to dispose of the application at early date.

4. We make it clear that we are not expressing any opinion on the merits of the application and contention of the parties are left open.

The appeal is disposed of."

2. We have heard Mr. Deepak Khosla appearing for the Applicant. It is submitted that inspite of the order of this Tribunal dt. 10.08.2023 application CA No. 88 of 2023 has not yet been heard and since then several dates have been fixed.

3. Learned Counsel for the Respondent informs that now 25.01.2024 is the date fixed in the application.

Company Appeal (AT) No. 224 of 2024 -25-

4. Learned Counsel for the appellant has prayed for granting certain other reliefs in the application.

5. We having already disposed of the appeal with the observation that the Adjudicating Authority to decide the application at an early date, we see no reason to entertain prayers made in the application. In view of the fact that 25.01.2024 is a date fixed before the Adjudicating Authority, we request the Adjudicating Authority to dispose of the application on the said date and in any view of the matter not later than 30 days.

6. With these observations, we dispose of this application."

20. It is relevant to notice that when this Tribunal passed order on 10.08.2023 and 11.01.2024, earlier orders passed by the Tribunal dated 25.03.2021, order passed by this Tribunal dated 15.04.2021 and order of Hon'ble Supreme Court dated 03.12.2021 were not even referred to or placed. This Tribunal taking the view that application for protection being pending the same need to be decided early issued direction. Appellant in his submission has referred to Rule 121 and Rule 150 of the NCLT Rules, 2016 submitting that the impugned order has been passed in violation these rules. Rule 121 deals with restrictions on appearance. Rule 121 is as follows:

"121. Restrictions on appearance. - A legal practitioner or the authorised representative as the case may be, who has tendered advice in connection with the institution of any case or other proceeding before the Tribunal or has drawn pleadings in Company Appeal (AT) No. 224 of 2024 -26- connection with any such matter or has during the progress of any such matter acted for a party, shall not, appear in such case or proceeding or other matter arising therefrom or in any matter connected therewith for any person whose interest is opposed to that of his former client, except with the prior permission of the Tribunal."

21. Both during the submission as well as in the Written Submissions the Appellant has referred to Rule 121 and alleged its violation but we do not find any foundation in the appeal on basis of which breach of Rule 121 can be found. Now we come to Rule 150 of the NCLT Rules, 2016, which provides as follows:

"150. Pronouncement of Order. - (1) The Tribunal, after hearing the applicant and respondent, shall make and pronounce an order either at once or, as soon as thereafter as may be practicable but not later than thirty days from the final hearing.

(2) Every order of the Tribunal shall be in writing and shall be signed and dated by the President or Member or Members constituting the Bench which heard the case and pronounced the order.

(3) A certified copy of every order passed by the Tribunal shall be given to the parties.

(4) The Tribunal, may transmit order made by it to any court for enforcement, on application made by either of the parties to the order or suo motu.

Company Appeal (AT) No. 224 of 2024 -27- (5) Every order or judgment or notice shall bear the seal of the Tribunal."

22. Rule 150 Sub-rule (1) provides that after hearing the applicant and respondent, the Tribunal shall make and pronounce an order either at once or, as soon as thereafter as may be practicable but not later than thirty days from the final hearing. In the present case hearing of CA-88/2023 and CA- 34/2024 was held on 22.02.2024, on which date orders were reserved. It is submitted that prior to 22.02.2024 also there have been several hearing on both the CAs, as has been noted by the Tribunal in the impugned order but hearing not being completed orders were not reserved before 22.02.2024. It is true that order was reserved on 22.02.2024 and pronounced on 05.04.2024, which is beyond 30 days from the final hearing. Whether the order dated 05.04.2024 deserve to be set aside on the ground that order has not been pronounced within 30 days from the date of final hearing is question which need to be answered.

23. Rule 150 Sub-Rule (1) of the NCLT Rules, 2016 cannot be read in manner that any order pronounced after 30 days deserve to be set aside or become void only on that ground. At this stage, we enter a caveat that any inordinate delay in pronouncement of the order can lead to setting aside by the Appellate Authority on the ground of delay in delivery of the order but the mere fact that order was pronounced not in 30 days but in 45 days, the order cannot be set aside on this ground alone. The provisions of Rule 150 Sub- Rule (1) although normally has to be complied but the requirement of delivery of order in 30 days can only held to be directory and not mandatory. We, Company Appeal (AT) No. 224 of 2024 -28- thus, are not able to accept the submission of the Appellant that order dated 05.04.2024 having been delivered in breach of Rule 150 Sub-rule (1) deserve to be set aside.

24. It is relevant to notice that Application IA No. 88 of 2023 and IA No.34 of 2024 have not been finally decided and they have been adjourned to 03.10.2024. Rule 150 of the NCLT Rules contemplate pronouncement of the order after final hearing of the application. IA No. 88 of 2023 and IA No.34 of 2024 having not yet been finally heard, Rule 150 in strict sense is not even attracted.

25. As noted above, the Appellant appearing in person has advanced sub missions that inspite of order dated 10.08.2023 and 11.01.2024, the NCLT did not decide the application on merits. The Tribunal in the impugned order has quoted order dated 10.08.2023 and 11.01.2024 passed by this Tribunal and in fact, has quoted both the order in extenso. The Tribunal noted in the order that Appellant in the company petition i.e. CP No.71/241-242/PB/2020 had filed 20 applications out of which several of the applications has been disposed of and several applications have been pending. In Para 16 of the order, the Tribunal has noted various applications filed by the Appellant in tabular form. Para 16 and the relevant applications in Para 16 i.e. Item No.1, Item No.12 and Item No.19 which are relevant in the present case are quoted for ready reference:

"16. Be that as it may, post the final order dated 01.04.2022 Mr. Ashish Khanna has been filing a number of applications for various reliefs. Total Company Appeal (AT) No. 224 of 2024 -29- number of applications that have been filed by Mr. Ashish Khanna are given below in tabular form. Few of them have been disposed of while few are pending."

     S.    CP/CA            PRAYERS/ RELIEFS                   CURRENT
    NO.     NO.                                                 STATUS
     1       CA-   a) Declare the Services Termination DISPOSED

409/2020 Notice dated 04.08.2020 as a nullity in law, void ab initio as if non est, in order to enable the Applicant to continue functioning as the Secretary cum CEO of the Respondent No. 1 Club during the pendency of the present Company Petition No. 71 of 2020; and Direct the Respondent Company and members of the General Committee to restore to the Applicant his powers as the CEO; and

b) Direct the Respondent Company to produce the minutes of all General Committee meetings for the period from April 2018 to August 2020, all books and records pertaining to the Respondent Company, and also to grant access to the Applicant into his office premises at Cottage No. 42, office computers and official email ID [email protected]; and

c) Grant costs to the Applicant, and

d) And pass such other order or further order or orders as this Hon'ble Tribunal may deem fit and proper under the circumstances of the case.

12 CA- a) Allow present application and direct PENDING 88/2023 for this Court/Govt appreciated applicant's Protection under section-

218 of CA-2013 being arrayed serving Secretary R-18 in CA(AT)-93/22.

b) Pass orders on reliefs sought in CA-

364/22 and CA387/22 as Petitioner Ministry has not opposed any Prayers in them, post undertakings since 01&22.12.2022 and illegal R-1 reply Company Appeal (AT) No. 224 of 2024 -30- by Mr Hora has Perjury and was filed without GC approval or resolution.

c) Direct SFIO investigation into rejected AGMs of 30.12.2022 and prosecution of R-1 under section 99 and 447 of CA- 2013.

d) Upload order of 31.01.2023 that had directed for reply to affidavit filed on orders of this Ld NCLT.

19 CA- a) Pass appropriate orders under PENDING 34/2024 Section 218 of CA-2013 on the date of listing of this application to protect applicant from any backlash for having assisted Petitioner (UOI) in unearthing the illegalities in Respondent No. 1, read with the decision of the Hon'ble Cabinet Minister conveyed vide order dated 20-09-2022.

b) Interim relief(s):

i) Direct on the date of listing the present application that the Respondent No. 1 reappoint Secretary. applicant as

ii) Set down this application for day-to-day hearing till its disposal in compliance with the order dated 10-08-2023 and 11.01.2024 passed by the Hon'ble NCLAT.

c) Pass ex parte orders as prayed.

d) Pass any other orders as this Hon'ble Tribunal may deem fit in the interest of justice;

26. The Tribunal has further noticed that one of the application which was filed by the Appellant is CA-440/2022 in which Appellant was praying for recall of the order. It has been noted by the Tribunal that the stand taken by the Appellant was that if CA-440/2022 is decided then the entire case will Company Appeal (AT) No. 224 of 2024 -31- have to be recalled and everything will come back to square one. Hence, the Appellant has pursued rigorously CA-440/2022 which has been noticed in Para 13 and 14 of the order. In para 12, the Tribunal has also noticed the various dates atleast 12 dates on which CA-88/2023 was heard. Para 13, 14 and 15 are as follows:

"13. From the earliest point of time it was the specific stand of Mr. Deepak Khosla, Ld. Counsel for the Applicant that if CA-440/2022 is decided then the entire case will have to be recalled and everything will come back to square one and therefore, CA-88/2023 can be taken up later effectively because he was regularly arguing CA-440/2022 for recall.

14. CA-34/2024 is a later development which is filed in the year 2024. From this, it is not clear whether the party Mr. Ashish Khanna has informed Hon'ble NCLAT that he and his counsel were seriously pursuing CA440/2022 through the submission of counsel Mr. Deepak Khosla and that despite his request, CA- 88/2023 was not heard. There was no murmur by the Counsel or the party for hearing of CA-88/2023 on priority when CA 440/2022 was regularly heard. The grievance for early disposal of CA-88/2023 was kept in abeyance and is raised after disposal of CA- 440/2022 rejecting his application for recalling the first admission order dated 24.04.2020, 20.06.2020 and consequent order, as his contention and as that of his counsel was that this (CA440/2022) will resolve all the issues including all pending applications. On this premise, number of hearings were granted to Advocate Mr. Deepak Khosla who was appearing either Company Appeal (AT) No. 224 of 2024 -32- physically or through VC, as also the Applicant Mr. Ashish Khanna who was appearing either physically or through VC.

15. CA-440/2022 was first listed for hearing on 17.11.2022. Thereafter, CA440/2022 was listed on various dates. The effective hearings on this CA took place on 01.12.2022, 09.02.2023, 09.03.2023, 20.04.2023, 13.07.2023, 27.07.2023, 10.08.2023, 31.08.2023 & 22.09.2023 and at the request of the Petitioner Mr. Ashish Khanna, Mr. Deepak Khosla, Ld. Counsel appeared and argued for recalling of the consequential final order dated 01.04.2022 passed under Section 241-242 of the Companies Act, 2013 in CP-71/2020 whereby the Delhi Gymkhana Club was brought under the administrative purview. The petition was allowed and the Central Government was allowed to nominate 15 persons for managing the affairs of the Delhi Gymkhana Club. This order apparently has been challenged before the Hon'ble NCLAT."

27. The Tribunal has noticed that the prayer which has been made in CA- 440/2022 was for recall of order which could have made every order non est, which application could be decided on 15.12.2023 when the application was rejected. The application was rejected by imposing cost of Rs.50,000/- on the Appellant which cost was not paid till February, 2024 when the application was filed by the Appellant for extension of time to deposit the cost. In the above fact and circumstances, we do not find any reason to come to the conclusion that the Tribunal has ignored order of this Tribunal dated Company Appeal (AT) No. 224 of 2024 -33- 10.08.2023 and 11.01.2024 but for the reason as indicated in the order, application could not be decided.

28. One more fact which need to be noticed, which is the reason for the Tribunal to further adjourn the application to 03.10.2024. The Tribunal in the impugned order has noticed that an email dated 16.02.2024 has been sent by the Appellant to the Registry where serious allegations have been made against various parties and Registry, which email was brought into the notice of learned counsel for the Appellant during hearing on 22.02.2024. The email has been noticed by the Tribunal in Para 23, 24 & 25, which is as follows:

"23. The Registrar was on leave on 17, 18, 20 & 21 February and has placed this Email of Mr. Ashish Khanna dated 16.02.2024 at 04:22:18 PM before the Hon'ble President on 21.02.2024. The email dated 16.02.2024 was also copied ("CC") to the Court Officer, NCLT, Principal Bench. The Court Officer, NCLT, Principal Bench has reported that due to huge volume of work, the email was not seen by her till the Registrar, NCLT forwarded the same to the Court Officer on 21.02.2024 with remarks as follows:-

"do the needful as per the law.".

We have gone through the said Email. Among other things the Email inter alia states various allegations against different persons but it specifically states that the Hon'ble President should be asked to initiate a departmental Company Appeal (AT) No. 224 of 2024 -34- enquiry on the corrupt collusion between Principal Bench's Court Master and Mr. Gaurav Liberhan (accused in FIR No103/2021). Para-2 in the email are purported to be certain proofs in corroboration of Para-1 & 6 which are not related to proceedings of 08.02.2024 and 15.02.2024. Para-2(e) states that on 26.02.2021, NCLT ordered to remove Mr. Gaurav Liberhan from NCLT proceedings.

24. In Para-3, the Applicant/Petitioner makes the following comments;

It is a concerning matter that since take over on 08/11/22021 the Principal Bench has been favouring Mr G Liberhan even stating close relations with his father Mr. RMS Liberhan- whereas Shri RMS Liberhan was uncle and not father of FIR accused counsel Mr G. Liberhan. Mr Liberhan is also posing in Linkedin as a CBI PP and AAG Punjab which is false.

25. In Paragraph-5 he states as follows;-

In the hearing on CP-71/2020 on 15.02.2024 Mr. G Liberhan was indulged to actively participate, despite not being a party or representing any party and specifically objected by my counsel. The averments of my counsel in CA-88/2023 and CA-34/2024 (listed after lunch post below complaints) were not even recorded correctly. In the Hon'ble NCLAT order directing NCLT to decide CA88/2023 in 30 days, Mr. G Liberhan Company Appeal (AT) No. 224 of 2024 -35- despite being present was not allowed to speak by Hon'ble NCLAT. The conspired non listing of CA-34/2024 and conduct of 15.02.2024 hearing in NCLT has vitiated administration of justice and merits strict time bound Enquiry, that may kindly be ordered by Hon'ble President NCLT."

29. With regard to Gaurav Liberhan, who is counsel against whom allegations were made, the Tribunal has given relevant details in Para 33 to

35. The Tribunal has observed in Para 35 that various allegations made against him (Gaurav Liberhan) indicate that there is a long standing inter- personal dispute between the Appellant and Gaurav Liberhan, which Appellant has raised before the Tribunal time and again, particularly in multiple emails which does not concern the Tribunal in any way. The Tribunal has rightly observed that if Mr. Ashish Khanna has a personal grievance against Mr. Gaurav Liberhan, he has to vent it out in any other forum or pursue any proceeding against such person outside the NCLT forum. Para 35 of the impugned order is as follows:

"35. Be that as it may, on 15.02.2024, when Mr. Deepak Khosla was arguing, Mr. Gaurav Liberhan attempted to rise from his chair and there was a remark by Mr. Deepak Khosla and at the instance of the Bench, Mr. Gaurav Liberhan resumed the seat. He did not utter a single word in this matter. Therefore, the issue raised by Mr. Ashish Khanna about the interference of Mr. Gaurav Liberhan in the proceedings is totally unjustified and is not correct. The objection raised by Mr. Ashish Khanna and by his counsel Mr. Company Appeal (AT) No. 224 of 2024 -36- Deepak Khosla against the appearance of Mr. Gaurav Liberhan when he was not participating in the proceedings appears to be an unwanted issue raised disturbing the normal proceedings of this Tribunal. This issue has been time and again raised to derail the adjudication process on various dates of hearing. From the conduct of Mr. Ashish Khanna and his remarks against Mr. Gaurav Liberhan and various allegations against him, we can only infer that there is a long standing inter-personal dispute between Mr. Ashish Khanna and Mr. Gaurav Liberhan which Mr. Ashish Khanna is raising it before this Tribunal time and again more particularly in his multiple e-mails which does not concern this Tribunal in any way. If Mr. Ashish Khanna has a personal grievance against Mr. Gaurav Liberhan, he has to vent it out in any other forum or pursue any proceeding against such person outside the NCLT Forum. This Tribunal cannot be used for mudslinging by one or other person and it is totally irrelevant to our adjudicating process. This is causing unwarranted stress on the working of this Tribunal and Mr. Ashish Khanna by virtue of the Hon'ble NCLAT order for early hearing of CA-88/2023 is focused more on Mr. Gaurav Liberhan than the adjudication of his case."

30. At this juncture, we also like to make our observation with regard to sending of emails/communication to the Registry containing various allegations unconnected with the subject matter. The mere fact that litigants are permitted to file/e-file their applications, affidavits, does not entitle the litigant to make allegations unconnected with the request in email, before the Registry. Litigants are entitled to send emails/communication to the Registry Company Appeal (AT) No. 224 of 2024 -37- only concerning curing of any defect, listing of the appeal/affidavit. No litigant is entitled to make various allegations in the email against the other parties, other counsel or the Registry. The Registry is not the forum of adjudication of issue which is raised in the emails by the litigants. All pleadings had to be made before the Court by means of application or affidavit. We, thus, fully endorse the view of the Tribunal recorded in Para 35 of the impugned order. The Tribunal cannot be used for mudslinging by one or other person, which is totally irrelevant to the adjudicating process and sending of such emails caused stress in working of the Tribunal.

31. Further observation made by the Tribunal against the Appellant in Para 37 also finds our approval. The Tribunal in the impugned order has made serious observations against the Appellant which is contained in Para 37. The Tribunal also has noticed the email dated 16.02.2024 in Para 38, 39 and 40. It is noted that when the Tribunal drew attention of learned counsel for the Appellant to the email, he also made statement before the Court that email is not in good taste. It is useful to extract Para 38, 39 & 40 of the impugned order, which is as follows:

"38. Since the email dated 16.02.2024 speaks about the conduct of the Court proceedings, raises issue on the court proceedings as if the administration justice is being affected and therefore, enquiry should be ordered appears to be an intimidation tactic adopted by Mr. Ashish Khanna since CA 440/2020 did not go in his favour and cost was imposed. Hence, we asked Mr. Deepak Khosla, Ld. Counsel for Mr. Ashish Khanna Company Appeal (AT) No. 224 of 2024 -38- to go through the email sent by Mr. Ashish Khanna and give his response in our proceeding i.e. 22.02.2024.

39. In response, Mr. Deepak Khosla stated that he has cautioned his client that the statement made in para 1 of the email dated 16.02.2024 is not in good taste and he should rethink on the same and he should tender his apology.

40. Similarly, Mr. Deepak Khosla stated that what is stated in paragraph 3 of the email dated 16.02.2024 is also not in good taste and he should tender an apology. He sought further time to discuss with his client and to counsel him and thereafter, take a decision on this email. To our best of information, so far no proper response has been filed before this Tribunal. ....

In this background, we are of the view that sending of an email by Applicant on Registrar's Email ID on irrelevant issues is not appropriate and unacceptable. This Tribunal is not bound to act upon it. If we allow such kind of email presentations, tomorrow it will become a practice for all. Registry have loads of important court as well as administrative work to do. Applicant expects a response from the Registry on his personal grievances which cannot happen and there is no necessity."

32. The Tribunal in Para 41 has noted the effective dates in CA-88/2023 which indicate on several dates hearing was done. The Tribunal has made observation that learned counsel for the Appellant may advise his client as to Company Appeal (AT) No. 224 of 2024 -39- how he should conduct himself in court proceedings. Observations made in Para 45 and 46 are as follows:

"45. It is for the Ld. Counsel Mr. Deepak Khosla to suitably advise his client as to how he should conduct himself in court proceedings. We feel this sort of intimidatory tactics, wild and unwarranted allegations in relation to court proceedings contrary to the clear stand taken by the Counsel Mr. Deepak Khosla who also stated that he has advised his client to tender apology, should stop before we can proceed further.

46. We feel that further indulgence to this Petitioner Mr. Ashish Khanna would not be in the best interest of justice to other litigants who are waiting for proper hearing of their matters. Effective time of this Tribunal is consumed by this litigant Mr. Ashish Khanna. We do not wish to comment on his intentions. If Mr. Ashish Khanna and his Counsel Mr. Deepak Khosla were so particular of early hearing of CA88/2023, they could have argued that application alongwith CA440/2022 as CA-88/2023 was filed on 05.03.2023 and the first notice in this application was issued on 09.03.2023 returnable on 20.04.2023. In CA-440/2022, extensive hearings were given to Mr. Ashish Khanna and Mr. Deepak Khosla. The intention and conduct is apparent and self-explanatory."

33. The Tribunal further observed that the Appellant is trying to raise certain issues which cannot be tried and decided in the Tribunal. In Para 49 and 50 following has been observed:

Company Appeal (AT) No. 224 of 2024 -40- "49. Incidentally, in the course of proceedings he raised certain issues about the threat to the Security of Hon'ble Prime Minister and that we should take notice of that. We informed him that this is an Adjudicating Tribunal and if he wants to highlight this he should give to the proper Authority, who can take proper note of his complaint. We leave it to that. These kind of comments and issues are raised time and again.

50. But we find that Mr. Ashish Khanna is trying to raise issues which cannot be heard and decided by this Tribunal in many ways. However, we refrain from making any further comment as we are inclined to take up this application at a later point of time so that the valuable time of this Tribunal is not wasted in this sort of e-mail allegation at random. He is yet to give his apology after consulting his advocate."

34. When we look in to the impugned order of the Tribunal, it is clear that anguish of the Court with regard to filing of multiple applications by the Appellant is writ large. The Appellant herein has submitted in his Written Submission that even if entire order is not set aside, Para 37-49 be struck off. Observations made in Paras 37 to 49, as noted above, are based on relevant observations of the Court and the material on the record. We do not find the observations baseless or unfounded. The Court who is in control of the proceedings has right to conduct the proceedings in orderly manner and resist attempt of the litigants who tend to raise repeatedly unconnected issues. In the present case we have noticed that the Appellant has been making submissions time and again with regard to CA-88/2023 and CA-34/2024 with regard to entitlement of protection under Section 218 of the Companies Company Appeal (AT) No. 224 of 2024 -41- Act. Appellant very conveniently in entire appeal has not referred to earlier order of the NCLT dated 25.03.2021 where application under Section 218 was filed and in which no relief was granted of setting aside his termination or permitting his continuance. This Tribunal in its order dated 15.04.2021 and Hon'ble Supreme Court in order dated 03.12.2021 has given liberty to the Appellant to participate in the process for fresh appointment. It is clear from the submissions of the parties that Appellant has not been appointed as Secretary and some other person has been appointed as Secretary by the present General Council and in any view by the order dated 01.04.2022 a Committee of 15 members has been directed to be appointed by the NCLT, who are at present on the helms of the affairs of the Club. The liberty was granted to the appellant to participate in fresh selection of secretary, where Appellant could not succeed.

35. Appellant has placed reliance on order dated 15.03.2022 passed by the NCLT in CA No.50 of 2022 as well as the letter of the MCA dated 20.09.2022 where it was opined that appointment of new Secretary was void. It is submitted that after the order dated 15.03.2022 letter dated 18.07.2022 has been forwarded to the Appellant in reference to his various communications and the letters of the MCA as well as different orders passed by NCLAT and High Court. All issues raised by the Appellant were answered. With regard to non-compliance of MCA letter, Applicant has filed various applications before the Adjudicating Authority which are pending consideration, hence, the said issue cannot be considered while considering IA No. 88 of 2023 and IA No.34 Company Appeal (AT) No. 224 of 2024 -42- of 2024. We have already noticed that present appeal been filed only against order passed in IA No. 88 of 2023 and IA No.34 of 2024.

36. In view of the foregoing discussion and our conclusions, we are of the view that no grounds have been made to interfere with the order dated 05.04.2024 passed by the NCLT. Appeal is dismissed.

[Justice Ashok Bhushan] Chairperson [Arun Baroka] Member (Technical) NEW DELHI 14th August, 2024 Archana Company Appeal (AT) No. 224 of 2024

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