National Company Law Appellate Tribunal
Aakash Educational Services Limited vs Singapore Vii Topco I Pte Ltd & Anr on 6 December, 2024
NATIONAL COMPANY LAW APPELLATE TRIBUNAL
AT CHENNAI
(APPELLATE JURISDICTION)
Company Appeal (AT) (CH) No.81/2024
(IA No. 1207/2024)
In the matter of:
Manipal Health Systems Private Limited
A private limited company registered
under the Companies Act, 1956 and bearing
corporate identification number
U85110KA1999PTC024701 and having its
registered office at #24/1, 15th Floor,
JW Marriott, Vittal Mallya Road,
Ashok Nagar, Bengaluru,
Karnataka - 560001
Represented by its authorised signatory,
Mr. Sreenath Kallabandi
Email: [email protected] ... Appellant
V
Singapore VII Topco I Pte. Ltd.
A company existing under the laws
of Singapore, having company registration
number 2016133432 and having its registered
address at 77 Robinson Road,
#13-00, Robinson 77, Singapore, 068896
Through its constituted attorney,
Mr. Rambhawan B. Kewat
Email: [email protected] ...Respondent No.1
BCP Asia Athena ESC (Cayman) Ltd.
A company existing under the laws
of the Cayman Islands, having registration
number 353834 and having its registered
address at One Nexus Way, Camana Bay,
Grand Cayman, KVI-9005, Cayman Islands
Through its constituted attorney,
Mr. Rambhawan B. Kewat
Email: [email protected] ...Respondent No.2
Comp. App (AT) (CH) Nos. 81 & 82 / 2024 Page 1 of 14
Aakash Educational Services Limited
A public limited company, registered
under the Companies Act, 1956 and
bearing corporate identification number
UN0300KA2007 PLC150057 and having
its registered office at No. 5/2, 2nd Floor,
Kundanahalli Gate, Varthur Road,
Opposite SKR Kalyana Mandapa,
Whitefield, Bengaluru - 560037
Email: [email protected] ... Respondent No.3
Deepak Mehrotra
Managing Director of Respondent No. 3
having registered office at No. 5/2, 2nd Floor,
Kundanahalli Gate, Varthur Road,
Opposite SKR Kalyana Mandapa,
Whitefield, Bengaluru - 560037
Email: [email protected] ... Respondent No.4
Shailesh Vishnubhai Haribhakti
Director of Respondent No. 3
having registered office at No. 5/2, 2nd Floor,
Kundanahalli Gate, Varthur Road,
Opposite SKR Kalyana Mandapa,
Whitefield, Bengaluru - 560037
Email: [email protected] ... Respondent No.5
Ajay Khanna
Director of Respondent No. 3
having registered office at No. 5/2, 2nd Floor,
Kundanahalli Gate, Varthur Road,
Opposite SKR Kalyana Mandapa,
Whitefield, Bengaluru - 560037
Email: [email protected] ... Respondent No.6
Nikhil Manohar Naik
Director of Respondent No. 3
having registered office at No. 5/2, 2nd Floor,
Kundanahalli Gate, Varthur Road
Opposite SKR Kalyana Mandapa,
Whitefield, Bengaluru - 560037
Email: [email protected] ... Respondent No.7
Comp. App (AT) (CH) Nos. 81 & 82 / 2024 Page 2 of 14
Beear Investco. Pte. Ltd.,
A shareholder of Respondent No. 3,
having address at 30 Cecil Street #19-08
Prudential Tower, Singapore, 049712
Email: [email protected] ... Respondent No.8
Mr. J C Chaudhry
A shareholder of Respondent No. 3,
having address B-8, First Floor, Vasant Marg,
Vasant Vihar, New Delhi - 110057
Email: [email protected] ... Respondent No.9
Great Learning Education Service Pvt. Ltd.
a shareholder of Respondent No. 3 and
a private limited company, registered
under the Companies Act, 1956 and
bearing corporate identification number
U80302DL2010PTC211483 and having its
registered office at S-40, Second Floor,
Vasant Square Mall, Plot A, Sector-B,
Pocket V, Vasant Kunj South Delhi,
Delhi - 110070
Email: [email protected] ... Respondent No.10
Mr. Hemant Sultania
A shareholder of Respondent No. 3,
having address E-402, Uniworld City,
Sector-30 & 41, South City-1,
Gurgaon, 122001
Email: [email protected] ... Respondent No.11
Mr. Pavan Chauhan
A shareholder of Respondent No. 3,
having address F-145, Richmond Park,
DLF Phase-IV, Gurgaon, Haryana
Email: [email protected] ... Respondent No.12
Registrar of Companies
Registrar of Companies, 'E' Wing,
2nd Floor. Kendriya Sadana,
Koramangala, Bengaluru, 560034
Email: [email protected] ... Respondent No.13
Comp. App (AT) (CH) Nos. 81 & 82 / 2024 Page 3 of 14
Present :
For Appellant : Mr. R. Murari, Senior Advocate
For Mr. AR. Ramanathan & Mr. S. Sriraman
Advocates
For Respondents : Mr. PS. Raman, Senior Advocate
&
Mr. R. Parthasarathy, Senior Advocate
For Mr. P. Giridharan & Mr. C. Thiagarajan,
Advocates for R1 & R2
With
Company Appeal (AT) (CH) No.82/2024
(IA No. 1209/2024)
In the matter of:
Aakash Educational Services Limited
A public limited company,
bearing corporate identification number
UN0300KA2007 PLC150057 and having
its registered office at No. 5/2, 2nd Floor,
Kundanahalli Gate, Varthur Road,
Opposite SKR Kalyana Mandapa,
Whitefield, Bengaluru - 560037
Email: [email protected] ... Appellant
V
Mr. Singapore VII Topco I Pte. Ltd.
A company under the laws
of Singapore, having company registration
number 2016133432 having its registered
address at 77 Robinson Road,
#13-00, Robinson 77, Singapore, 068896
Represented through its constituted attorney,
Mr. Rambhawan B. Kewat ...Respondent No.1/
Email: [email protected] Petitioner No.1
BCP Asia Athena ESC (Cayman) Ltd.
A company existing under the laws
of the Cayman Islands, having registration
number 353834 having its registered
Comp. App (AT) (CH) Nos. 81 & 82 / 2024 Page 4 of 14
address at One Nexus Way, Camana Bay,
Grand Cayman, KVI-9005, Cayman Islands
Represented through its constituted attorney,
Mr. Rambhawan B. Kewat ...Respondent No.2/
Email: [email protected] Petitioner No.2
Mr. Deepak Mehrotra
Managing Director of the Appellant Company
having registered office at No. 5/2, 2nd Floor,
Kundanahalli Gate, Varthur Road,
Opposite SKR Kalyana Mandapa,
Whitefield, Bengaluru - 560037 ... Respondent No.3/
Email: [email protected] Respondent No.2
Mr. Shailesh Vishnubhai Haribhakti
Director of the Appellant Company
having registered office at No. 5/2, 2nd Floor,
Kundanahalli Gate, Varthur Road,
Opposite SKR Kalyana Mandapa,
Whitefield, Bengaluru - 560037 ... Respondent No.4/
Email: [email protected] Respondent No.3
Mr. Ajay Khanna
Director of the Appellant Company
at No. 5/2, 2nd Floor,
Kundanahalli Gate, Varthur Road,
Opposite SKR Kalyana Mandapa,
Whitefield, Bengaluru - 560037 ... Respondent No.5/
Email: [email protected] Respondent No.4
Mr. Nikhil Manohar Naik
Director of the Appellant Company
at No. 5/2, 2nd Floor,
Kundanahalli Gate, Varthur Road
Opposite SKR Kalyana Mandapa,
Whitefield, Bengaluru - 560037 ... Respondent No.6/
Email: [email protected] Respondent No.5
Manipal Health Systems Private Limited
A shareholder of the Appellant Company and
a private limited company within the meaning
Comp. App (AT) (CH) Nos. 81 & 82 / 2024 Page 5 of 14
of the Companies Act, 2013 and registered
under the Companies Act, 1956,
CIN U85110KA1999PTC024701 having its
registered office at #24/1, 15th Floor,
JW Marriott, Vittal Mallya Road,
Ashok Nagar, Bengaluru,
Karnataka - 560001
Email: [email protected] ... Respondent No.7/
Respondent No.6
Beear Investco. Pte. Ltd.,
A shareholder of the Appellant Company
and a company existing under the laws
of Singapore, having address at 30 Cecil Street
#19-08 Prudential Tower, Singapore, 049712 ... Respondent No.8/
Email: [email protected] Respondent No.7
Mr. J C Chaudhry
A shareholder of the Appellant Company,
having address B-8, First Floor, Vasant Marg,
Vasant Vihar, New Delhi - 110057 ... Respondent No.9/
Email: [email protected] Respondent No.8
Great Learning Education Service Pvt. Ltd.
A shareholder of the Appellant Company and
a private limited company, registered
under the Companies Act, 1956 and a
Company within the meaning of Companies Act,
2013, and bearing corporate identification number
U80302DL2010PTC211483 and having its
registered office at S-40, Second Floor,
Vasant Square Mall, Plot A, Sector-B,
Pocket V, Vasant Kunj South Delhi,
Delhi - 110070 ...Respondent No.10/
Email: [email protected] Respondent No.9
Mr. Hemant Sultania
A shareholder of the Appellant Company,
having address E-402, Uniworld City,
Sector-30 & 41, South City-1,
Gurgaon, 122001 ... Respondent No.11/
Email: [email protected] Respondent No.10
Comp. App (AT) (CH) Nos. 81 & 82 / 2024 Page 6 of 14
Mr. Pavan Chauhan
A shareholder of the Appellant Company
having address F-145, Richmond Park,
DLF Phase-IV, Gurgaon, Haryana ... Respondent No.12/
Email: [email protected] Respondent No.11
Registrar of Companies
Registrar of Companies, 'E' Wing.
2nd Floor. Kendriya Sadana,
Koramangala, Bengaluru, 560034 ... Respondent No.13/
Email: [email protected] Respondent No.12
Present :
For Appellant : Mr. Srinath Sridevan, Senior Advocate
&
Mr. R. Chandrachud, Senior Advocate
For Ms. Deepika Murali & Athman Khilji, Advocates
For Respondents : Mr. R. Sankaranarayanan, Senior Advocate
&
Mr. Vijay Narayan, Senior Advocate
For Mr. P. Giridharan & Mr. C. Thiagarajan,
Advocates for R1 & R2
Mr. Dhyan Chinappa, Senior Advocate
For Mr. AR. Ramanathan & Mr. S. Sriraman
Advocates for R7
ORDER
(Hybrid Mode) 06.12.2024:
Oral Judgment : Justice Sharad Kumar Sharma, Member (Judicial):
1. These Company Appeals, being Company Appeal (AT) (CH) No. 81 / 2024 and Company Appeal (AT) (CH) No. 82 / 2024, are being taken up for final disposal, with the consent of the learned counsels for the parties. Comp. App (AT) (CH) Nos. 81 & 82 / 2024 Page 7 of 14
2. We will not hesitate to appreciate the assistance extended by the learned counsels appearing for the respective parties to these appeals.
3. These Company Appeals, they are being pursued before this Tribunal on a very narrow conspicuous, while putting a challenge to the Impugned Order under challenge, i.e. an order of 20.11.2024, as it was rendered in CA No. 154 / 2024, as preferred in CP No. 106 / BB / 2024 - M/s. Singapore VII Topco I Pte Ltd. & Ors. V. M/s. Aakash Educational Services Limited & Ors.
4. Being the proceedings which were principally drawn under Section 241 / 242 of the Companies Act, 2013, the aforesaid Company Application No. 154 / 2024, was preferred by the Respondents for the grant of an Interim Order, as against holding the 65th Meeting of EGM with regards to the consideration of Agenda 8th Item, in the 65th EGM.
5. Consequentially, as against the aforesaid proposal of holding 65th EGM on 20.11.2024, the matter was carried before the Hon'ble High Court of Karnataka by way of a Writ Petition No. 31584 / 2024 - Manipal Health Systems Pvt. Ltd.
V. M/s. Singapore VII Topco I Pte Ltd. & Ors., this Writ Petition was decided by Hon'ble High Court on 25.11.2024, to the following effect:-
``Heard Sri K G Raghavan, learned Senior Counsel representing the petitioner&#039s counsel, and Sri Kapil Sibal, learned Senior Counsel and Sri Darius Khambata, learned counsel representing the respondents. Perusal of the impugned order indicated that although the Tribunal recorded the submissions of the parties, it did not assign any reason for directing the respondents No. 1 to 13 therein not to give effect Comp. App (AT) (CH) Nos. 81 & 82 / 2024 Page 8 of 14 to the resolution, if passed. It is settled law that reasons are an objective expression of an opinion, and the Tribunal have to substantiate their orders in interest of legality, propriety, and in adherence of principles of natural justice. Interim order as prayed for. Re-list on 2.12.2024. This order will not give effect to the validity of the impugned order.''
6. As against the order which was passed therein by the Learned Single Judge of the Hon'ble High Court of Karnataka on 25.11.2024, which later on clarified on 27.11.2024, the matter was carried by the Opposite Party to the proceedings by way of filing a Civil Appeal No.013695 of 2024, bearing Diary No. 54933 / 2024 - M/s. Singapore VII Topco I Pte Ltd. & Ors. V. Manipal Health Systems Pvt. Ltd. & Ors., as well as Civil Appeal No.013696 of 2024, bearing Diary No. 54932 / 2024 - M/s. Singapore VII Topco I Pte Ltd. & Ors. V. M/s. Aakash Educational Services Limited.
7. The Hon'ble Apex Court while considering the rival contentions qua the issue agitated before the Hon'ble Apex Court, as against the order passed by the Learned Single Judge of the Hon'ble High Court of Karnataka, the Hon'ble Apex Court has disposed of the SLP on 29.11.2024, observing thereof, that it would be open for the Appellants therein (in each of the Civil Appeals) to approach before the NCLAT, against all the grievances, as against the order of 25.11.2024, passed by the Hon'ble High Court of Karnataka, including the issues and further developments which has taken place thereafter, as a consequence of the Impugned Order which is under challenge. While disposing of the Civil Appeals following interim direction was reserved:-
Comp. App (AT) (CH) Nos. 81 & 82 / 2024 Page 9 of 14
``Till the first date of hearing before the NCLAT, the parties will not give effect to the impugned resolution(s), as directed by the NCLT, vide order dated 20.11.2024.
We are informed that, after the order dated 25.11.2024 was passed by the learned Single Judge, some developments have taken place. The said developments will be informed to the NCLAT, which will thereupon be at liberty to adjudicate and decide the matter, the order passed by the learned Single Judge of the High court dated 25.11.2024 will, however, not stand in the way of the NCLAT passing appropriate orders.''
8. The Hon'ble Apex Court while concluding the Judgment, has observed that, it would be exclusively falling within the domain of the NCLAT, to consider the subsequent events and pass an appropriate order without being traversed by the observations made by the Hon'ble Apex Court, which included to modify the Order passed by the Hon'ble Apex Court.
9. While disposing of the SLP vide Judgment of 29.11.2024, the effect and operation of the Impugned Order was directed to be kept in abeyance.
10. The instant Company Appeals were preferred before this Tribunal on 20.11.2024, the Appellants to the Appeal have prayed for quashing of the Impugned Order dated 20.11.2024, by virtue of which, an interim protection was granted to the Opposite Party to the following effect:
``9. In view of the above and in the interests of justice, this Tribunal directs the Respondents No. 1 to 11 not to give effect to the resolutions, if passed, in relation to the Agenda Item No. 8 in the Extra Ordinary General Meeting to be held on today i.e. 20.11.2024, till the disposal of the main Petition.'' Comp. App (AT) (CH) Nos. 81 & 82 / 2024 Page 10 of 14
11. The Appellant while questioning the Impugned Order had submitted that, under the guiding principles professed for the grant of an injunction, though provisions of Order XXXIX Rule (1) & (2) of C.P.C., may not be stringently govern the proceedings under the I & B Code and Rules, as contemplated under Rule 11. But then, the basic norms are required to be adhered to, so as to assign the reasons to the Order granting or denying of an injunction in a proceedings, so that the parties may made aware of the reasoning which contributed in passing the order, which the Impugned Order was lacking, that has deprived an opportunity of effective hearing.
12. The learned counsel for the Appellant has submitted that, if the Impugned Order is taken into consideration, the learned Tribunal has erred at law, while not considering the rival contentions and assigning the reasons, for either acceptance or the reasons for non-acceptance of the arguments while granting an Interim Order and further, it has been argued by the learned counsel for the Appellant that, if at all, the circumstances called for, grant of an Interim Order, it could have been by way of an interim arrangement and the liberty to file an objection ought to have left open, to have been called upon from the Appellant, so as to enable them to raise their contentions to justify the rejection or non-granting of the Injunction Order and since the same was not done and the Interim Order as granted to be made operational during the pendency of the main Petition, they Comp. App (AT) (CH) Nos. 81 & 82 / 2024 Page 11 of 14 submit that the order happens to be in apparent derogation to the principles of natural justice.
13. In support of the contention the learned counsel for the Appellant, had made reference to the catena of Judgments, which called for and laid down parameters that, in order to attach fairness to the Judicial proceedings, it is expected from the Court of Law deciding a right of rival parties, particularly when it is adjudicating upon a right or even an interlocutory right it should assign reasons to justify the grant or denial of an order prayed for by the Applicant in the proceedings before it. If any order which does not discloses the reasons assigned in it, that may not be justifiable in the eyes of law.
14. The learned counsel for the Appellant in that regard has made reference to the Judgment as reported in 1994 Vol. 4 SCC 225 - Morgan Stanley Mutual Fund V. Kartick Das as well as another Judgment as rendered in the matters of Secretary & Curator Victoria Memorial Hall v. Howrah Ganatantrik Nagrik Samity & Ors., as reported in 2010 Vol 3 SCC 732, where assignment of reasoning in the order has been made mandatory.
15. We are precautionarily refraining ourselves from making a detailed analysis with regards to the aforesaid order and its implications. Because, it is needless to say that, the assigning of the reason is the basic guiding principles for the Court of Law to justify the logic, as to what has transpired under the given Comp. App (AT) (CH) Nos. 81 & 82 / 2024 Page 12 of 14 set of circumstances to pass an order, which impeaches upon the rights of the either of the parties to the proceedings.
16. But, owing to the argument extended by the learned counsel for the Appellant and the opposition as extended by the learned counsel for the Respondents, there could not be any valid reason forthcoming, as to why the learned Tribunal while passing the order had not considered the arguments and assigned reasons, which was extended by the Respondent / the Appellant herein, while granting an Interim Order which was directed to continue till the closure of the Company Petition, even without meeting the principles of inviting objection, to the application for grant of interim protection.
17. Owing to the fact that the matter has been taken to the Hon'ble Apex Court and the Hon'ble Apex Court while disposing of the SLP, by the Judgment of 29.11.2024, had directed to maintain the status as it was prevailing on the date of passing of the order by the Hon'ble Apex Court, will continue to operate. But, since the parties are at the consensus, a consenting order is being passed that, it would be open for the Appellant to file an appropriate Stay Vacation Application, before the learned Adjudicating Authority, seeking vacation of the order dated 20.11.2024. The same could be filed within a period of one week from today and if it is filed within the aforesaid time period, the learned Tribunal is requested to decide the aforesaid Stay Vacation Application considering all the contentions, even the one raised in this Company Appeal, within a period of three weeks Comp. App (AT) (CH) Nos. 81 & 82 / 2024 Page 13 of 14 thereafter, and it goes without saying, obviously after considering the rival contentions, which are to be extended by the parties and after assigning reasons to justify, either to grant or denial of the Interim Order.
18. It is made clear that whatsoever observations has been made in the Impugned Order of 20.11.2024 or by this Tribunal too in today's order, would not have any effect qua the decision to be taken on the Stay Vacation Application which will be independent to the findings recorded by the Impugned Order or by this Tribunal.
19. With utter precaution, it is clarified that the interim status as it was prevailing on the date of the order passed by the Hon'ble Apex Court, would continue till the Stay vacation is decided by the learned Adjudicating Authority.
20. Subject to the aforesaid, the Company Appeal (AT) (CH) No. 81 / 2024 and Company Appeal (AT) (CH) No. 82 / 2024 stand disposed of. The connected pending Interlocutory Applications, if any, stand closed.
[Justice Sharad Kumar Sharma] Member (Judicial) [Jatindranath Swain] Member (Technical) SR/TM/MS Comp. App (AT) (CH) Nos. 81 & 82 / 2024 Page 14 of 14