National Company Law Appellate Tribunal
Mr. Pralhad Hage & Ors vs Mr. Shyam Sirur on 12 August, 2021
NATIONAL COMPANY LAW APPELLATE TRIBUNAL
PRINCIPAL BENCH, NEW DELHI
Company Appeal (AT) No. 143 of 2020
&
Company Appeal (AT) No. 227 of 2020
(Arising out of Impugned Order dated 06.08.2020 passed by the
National Company Law Tribunal, Mumbai Bench, Mumbai in
Interlocutory Application No. 1021 of 2020 in CP NO.
975/MB/2020)
(Arising out of Impugned Order dated 26.10.2020 passed by the
National Company Law Tribunal, Mumbai Bench, Mumbai in
Interlocutory Application No 1139 of 2020 in CP NO.
975/MB/2020)
IN THE MATTER OF:
1. Mr. Pralhad Hage,
S/o Mr. Namdeorao Hage,
Residing at Parveen Palace,
Flat No.5, Plot No. 7,
Sector No. 25, near BHEL Chowk,
Nigdi, Pradhikaran,
PCNT, PUNE -411044 ... Appellant No. 1
2. Mrs. Archana Hage,
W/o Mr. Pralhad Hage,
Residing at Parveen Palace,
Flat No.5, Plot No. 7,
Sector No. 25, near BHEL Chowk,
Nigdi, Pradhikaran,
PCNT, PUNE -411044 ... Appellant No. 2
3. Mr.Gajanan Dhakane
Son of Mr. Gangaram Dhakane,
Residing at Flat No. N-302,
Queens Town, Near Lokmanya Hospital,
Chinchwad Station, Thergaon,
Pune-411033. ... Appellant No. 3
CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020
Page 1 of 23
4. Mr. Kranti Dhakane,
Wife of Mr. Gajanan Dhakane,
Residing at Flat No. N-302,
Queens Town, Near Lokmanya Hospital,
Chinchwad Station, Thergaon,
Pune-411033. ... Appellant No. 4
Versus
1. Mr. Shyam Sirur,
Residing at A 8/2, HDFC Colony,
Chinchwad,
Pune-411019. ... Respondent No.1
2. Mrs. Suman Sirur, Wife of Mr. Shyam Sirur, Residing at A 8/2, HDFC Colony, Chinchwad, Pune-411019. ... Respondent No.2
3. Mr. Arjun Sirur, Son of Mr. Shyam Sirur, Residing at Villa No.7, Lodha Belmondo, Opposite MCA Cricket Stadium, Mumbai-Pune Expressway, Pune-412101. ...Respondent No.3
4. Mr. Vikram Sirur, Son of Mr. Raghavesh Sirur, Residing at opp. HDMC Office, Hubli, Dharwad, Karnataka - 580020. ...Respondent No.4
5. Mr. Vivek Sirur, Son of Mr. Raghavesh Sirur, Residing at opp. HDMC Office, Hubli, Dharwad, Karnataka - 580020. ...Respondent No.5 CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020 Page 2 of 23
6. N.A. Sirur (Hubli) Private Limited, Having its Registered Office at Syed Bldgs., Lamington Road, Hubli, Karnataka-580009. ...Respondent No.6
7. Sibella Private limited, Having its Registered Office at Syed Bldgs., Lamington Road, Hubli, Karnataka-580009. ...Respondent No.7
8. Softech Controls Private Limited, Having its Registered Office at Sr. No. 169/2, Above Central Bank of India, Akurdi, Pune-411035. ...Respondent No.8
9. Cotmac Electronics Private Limited, Having its Registered Office at S-168, 'S' Block, MIDC, Bhosari, Pune-411026. ...Respondent No.9 Present For Appellant: Mr. Arun Kathpalia, Senior Advocate, Ms. Surekha Raman and Mr. Shrenik Gandhi, Advocates.
For Respondent: Mr. Ankoosh Mehta, Ms. Durga Agarwal, Ms. Divya Behl, Mr. Srinivas Chatti and Ms. Shikha Tandon, Advocates for Respondent 1-3 & 9 Mr. Shyam Kapadia and Mr. Nikhil Pratap, Advocates for Respondent No. 7.
CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020 Page 3 of 23 Judgment (Date: 12.8.2021) {Per: Dr. Alok Srivastava, Member (T)}
1. Appeal CA (AT) 143/2020 has been filed by the Appellants who are aggrieved by the order of NCLT, Mumbai dated 6.8.2020 in Interlocutory Application No 1021 of 2020 in CP No. 975/MB/2020. The same set of Appellants have filed Appeal CA (AT) No. 227/2020 aggrieved by the order dated 26.10.2020 passed by NCLT, Mumbai in Interlocutory Application No 1139 of 2020 in the same CP No. 975/MB/2020.
2. It is noted that in both the Appeals No. CA (AT) (Ins) 143/2020 and CA (AT) (Ins) No. 227/2020, the Appellants and the Respondents are the same. The issue that has been raised in first appeal No. CA (AT) (Ins) 143/2020 relates to refusal to grant ad interim stay to the holding of EGM on 7.8.2020, and to give direction for stay regarding the removal of Gajanan Dhakane as a Director of Respondent No. 9 company. The issue in the second appeal CA (AT) (Ins) No. 227/2020 relates to the refusal to grant stay to the proposed changing the designation of Pralhad Hage from that of Managing Director to Executive Director and declaration of already held EGM dated 7.8.2020 as illegal. We have noted that CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020 Page 4 of 23 Respondents and Appellants are the same in both the appeals and the issues are also connected with the series of events in the same case Company Petition No. 975/MB/2019 and they relate to the holding of EGM on 7.8.2020 and its legality as well as the removal of Gajanan Dhakane (Respondent No.3) from the post of Director in CEPL (Respondent No.9) and Pralhad Hage (Respondent No. 1) from the post of Managing Director to that of the non-Executive Director of CEPL. Therefore, both the appeals were heard together and are being disposed of through this common judgment.
3. The brief facts of the case as presented and argued by the Appellants and Respondents in both the appeals are as under:-
(i) The Appellants and Respondent Nos. 1 to 8 in CA (AT) No. 143/2020 are shareholders in Respondent No. 9 (Cotmac Electronics Private Limited, hereinafter called CEPL).Appellant No.1 (Pralhad Hage) was working as Managing Director in Respondent No. 9 till 26.10.2020 and Appellant No. 3 (Gajanan Dhakane) was working as Executive Director till 7.8.2020. Respondent No.1 Mr. Shyam Sirur, Respondent No.2Mrs. Suman Sirur, Respondent No.3Mr. Arjun Sirur along with others are shareholders in Respondent No.9 Company.
CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020 Page 5 of 23
(ii) Appellant No.1 has claimed to be associated with Respondent No.9 company for approximately 28 years and has contributed to the growth and development of Respondent No. 9 company. In recognition of his work, he was appointed the Managing Director w.e.f. 15.11.2017 through a resolution of the Board of Directors of Respondent no. 9. Appellant No. 3 (Gajanan Dhakane), who joined CEPL as a result of Business Takeover Agreement in 2012 was appointed Executive Director as part of the agreement and remained so till 7.8.2020, and he is alleged to have been removed in a malafide manner. Appellant No.3 has claimed to have contribution in the conception, development and growth of the Process Automation Division of CEPL. The Appellants claim to jointly hold 162492 number of equity shares (equal to 36.7% of the total equity share capital of Respondent no.
9).
(iii) As part of the CEPL's Articles of Association and Memorandum of Association and subsequent development, the Appellants hold certain number of Class A and Class B equity shares in Respondent No. 9. They CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020 Page 6 of 23 demanded conversion of Class B equity shares into Class A equity shares in accordance with the decision of the Board of Directors of Respondent No. 9 company, but according to the Appellants, Respondent No. 1 destroyed the documents relating to such a decision of the Board of Directors and did not carry out the conversion of Appellant's Class B equity shares into Class A equity shares.
(iv) The members of the Sirur family, who hold majority shareholding in Respondent No. 9 company, were running the affairs of Respondent No. 9 company in an unprofessional manner as alleged personal expenses and incentives relating to Sirur family members were being booked in the accounts of Respondent No.9 company. This was questioned by Appellant No.1 and Appellant No.
3.
(v) The Appellants have stated that on 4.7.2020, Respondent No. 7Sibella Private Limited, a company wholly controlled by the Sirur family members, issued a letter signed by Respondent No.1 to the Board of Directors of Respondent No.9 company, requisitioning the convening of Extraordinary General Meeting (hereinafter called EGM) of CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020 Page 7 of 23 Respondent No. 9 company to remove Appellant No.3 Gajanan Dhakane from the position of Director of Respondent No. 9 company. This requisition letter dated 4.7.2020 was acknowledged by Respondent No.1, as Executive Chairman on behalf of Respondent No. 9 company and on the same day i.e. 4.7.2020, Respondent No.1 issued a letter convening the meeting of the Board of Directors of Respondent No. 9 company on 13.7.2020 to consider the matter of holding the EGM.
(vi) In the Board meeting held on 13.7.2020, the Appellant raised the objection about the absence of Respondent No. 4 and Respondent No.5 and their ineligibility as Directors in view of their absence from earlier Board Meeting. In the same meeting, the notice for convening of EGM on 7.8.2020 was issued where after the Appellants filed petition under Sections 241 and 242 of the Companies Act and IA No. 1201/2020 before NCLT, Mumbai seeking injunction for holding of the EGM. NCLT, Mumbai vide order dated 6.8.2020 dismissed the said petition and hence the Appellants have come in appeal in Comp App (AT) No. 143 of 2020.
CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020 Page 8 of 23
(vii) In almost a similar manner Respondent No. 1 and other members of the Sirur family removed Pralhad Hage from the post of Managing Director to that of Non-Executive Director in Respondent No. 9 through resolution passed in Board meeting held on 26.10.2020. This action of the Sirur family members is alleged as malafide´ and designed to oppress Pralhad Hage and the result of his support given to Gajanan Dhakane. The Appellant No. 1 had sought a temporary injunction to the holding of this meeting and passing of resolution removing Pralhad Hage as MD. As such an injunction was not granted by the NCLT, Mumbai the Appellants have filed appeal CA (AT) No. 227/2021. In both appeals the Appellants have alleged that oppression of minority shareholders by Sirur family members and mismanagement of Respondent No. 9 which has affected adversely the employment and lives of approximately 600 employees and their family members.
4. We have heard detailed arguments of the Appellants in both of the appeals and we have also perused the appeal memos, replies of the Respondents and rejoinders by the Appellants as well their written submission.
CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020 Page 9 of 23
5. In his arguments the Learned Counsel for Appellants has pointed out that the Appellants held two types of shares viz. Class A and Class B. The Class A shareholders has voting rights whereas Class B shareholders do not have voting rights. Though Appellants hold approximately 36.7% of the equity shares (of Class A and Class B combined) and are, therefore, minority shareholders, they have interest in the growth and development of CEPL, not only as shareholders but also as part of the company's management. He has mentioned that an EGM was requisitioned by Respondent No.7to be held on 7.8.2020, to consider a proposal to remove Appellant No.3 (Gajanan Dhakane) from his position of Executive Director. The convening of this EGM was opposed by the appellants in IA No. 1021 of 2020 before the NCLT, Mumbai but NCLT did not grant injunction to the appellants by holding that the board of meeting is in accordance to the wisdom of the board. The Ld. Counsel has claimed that the said EGM, which was to take place at the instance of Sirur family members, was scheduled to take up for consideration the proposal to divest Appellant No. 3 of the position of Executive Director. Such an act, he claimed, was oppressive to Appellant No. 3,as the Appellant No. 3, the company's employees and their family members were dependent on their position in the company's management for their livelihood, and the CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020 Page 10 of 23 Appellants had a legitimate expectation regarding their gainful position in the management on account of a previous MOU and agreement. This according to him, amounts to oppression of the minority shareholders and mismanagement in the affairs of the company and, therefore, the Appellate Tribunal should allow the appeal.
6. The Learned Counsel for Appellants has referred to the history of the formation of Respondent No. 9 company CEPL, which was incorporated on 30.5.1991 and which had amongst others, Pralhad Hage as one of the Vice Presidents, who was provided a salary of Rs. 2350/- p.m. Pralhad Hage's position in CEPL was due to a Memorandum of Understanding dated 30.4.1991, which formed the basis of incorporation of CEPL on 30.5.1991. The Learned Counsel for Appellants has referred to various clauses of the MOU to point out that the management structure, the roles and responsibilities of various directors, the roadmap of the development of the company in four phases have been laid down in minute detail for the running of CEPL.
7. He has added that through a shareholders' agreement dated 5.9.2006, all the shareholders were given the same class of shares CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020 Page 11 of 23 till 2006, but in the year 2006 the shares of Mukund Muley and Pralhad Hage were broken up into Class A and Class B shares which have different voting rights. He has stated that while Mukund Muley and Pralhad Hage had partly Class A and partly Class B shares while other shareholders belonging to Sirur family had only Class A shares. As a result of Supplementary Shareholders' Agreement (attached at pages 364-370/Volume II of Appeal Paper book of Appeal CA No. 143/2020)out of a total of 4,00,000equity shares, Muley and Hage held 2,66,640 shares. These shares were split into Class A and Class B shares and Muley and Hage had a total of 42.46% Class A shares, whereas the Sirur Group members had 57.54% Class A shares. Muley and Hage also owned 1,68,240, number of Class B shares, whereas the Sirur Group members did not own any Class B shares.
8. The Learned Counsel for Appellants has referred to an Agreement for Business Arrangement/Takeover dated 25.2.2012 by which Sibella Technologies Pvt. Limited (hereinafter called STPL) and Cotmac Electronics Pvt. Limited(CEPL)the business of Sibella Technologies Pvt. Limited was taken over by CEPL. As a result, Gajanan Dhakane, one of the Appellants in both of the appeals, who was associated with STPL as a Director, was co-opted as CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020 Page 12 of 23 Executive Director on the Board of Directors of CEPL. Thus, his and his family's right of livelihood is linked to his position as Executive Director in CEPL. The Sirur family, the Learned Counsel of Appellants has claimed, started to undermine the position of non-Sirur family members when they started raising issues regarding inappropriate expenses and demanded transparency in maintenance of accounts. As a result, Gajanan Dhakane was removed as Executive Director vide resolution in the EGM held on 7.8.2020. Later, in a similar manner, Pralhad Hage's designation was changed from that of Managing Director to non-Executive Director in CEPL vide resolution in board meeting dated 26.10.2020. This action was taken as Hage supported Dhakane in his demand to bring greater transparency in the management of CEPL which was anathema to the Sirur family members in CEPL. These actions, the Learned Counsel has claimed, amount to oppression of minority shareholders and interference in their and their dependents' right of livelihood, which they receive due to their position in the management of CEPL. Therefore, their interest in the company is more than that of a shareholder.
9. The Learned Counsel for Appellants has claimed that though the actions of the majority shareholders belonging to Sirur Group CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020 Page 13 of 23 may be legal, oppression and legality can go hand-in-hand, as oppression is conduct which is burdensome, harsh or wrongful, and also denial of legitimate expectation. He has argued that both Pralhad Hage and Gajanan Dhakane have contributed in a big measure to the growth of the company and therefore the treatment meted out to them are prejudicial to the interests of the company. In support of his argument, he has stated that Pralhad Hage has been in CEPL since 1991 i.e. from the first day of the company's incorporation, and he is a signatory to the MOU which was entered into prior to the incorporation of CEPL.
10. The Learned Counsel for Appellants has cited some case laws in support of their claim that powers that the court has under
sections 241 and 242 of the Companies Act are unlimited for granting relief for preset minority shareholders. He has cited the judgments of the Hon'ble Supreme Court in Bennett Coleman and Co. vrs Union of India & Ors. [1977 (47) Comp Cases 92]and some other cases in the support of his contention.
11. The Ld. Counsel for Respondent No. 9 led the arguments for the respondents. He has urged that the Appellants had filed an Interim Application No. 1021/2020 on July 27, 2020 seeking ad CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020 Page 14 of 23 interim relief restraining Respondent No.9 company from conducting the EGM on 7.8.2020, which was to consider a proposal for removal of Appellant No.3 Gajanan Dhakane as a Director of Respondent No.9 company. The NCLT Mumbai, by order dated 6.8.2020, refused to grant ad interim relief to restrain the holding of EGM. Following this unsuccessful attempt of the Appellants to disturb the democratic process of holding the EGM, they are now seeking to re-agitate the same issues through an appeal. The Learned Counsel has added that the Appellants have also filed an IA No. 1139/2020 seeking to restrain Respondent No. 9 company from conducting a Board of Directors meeting on 26.10.2020 to consider the proposal for removal of Appellant No.1 Pralhad Hage as Managing Director of Respondent No. 9. This IA was dismissed by the NCLT Mumbai while making the observation that the Appellants have re-agitated the same issues which have been already decided by the NCLT vide its order dated 6.8.2020.
12. The Learned Counsel for Respondent No. 9 has also urged that any discretionary order passed by NCLT as a tribunal of first instance must be presumed to be correct unless it is ex-facie legally erroneous, perverse or it causes grave injustice. He contends that the orders of the NCLT in both the IA's are discretionary, and are CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020 Page 15 of 23 based upon the sound principles of law keeping in mind the interests of all the stakeholders in the company CEPL. He has cited the judgment of Hon'ble Supreme Court in Shah Babulal Khimji vs Jayaben D Kania &Anr. (1981 4 SCC 8) and Wander Limited and Ors. Vs Antox India Pvt. Limited [1990 (Supp) SCC 727]where the Hon'ble Apex Court has observed that the Appellate Court is not supposed to interfere with the exercise of discretion of the court of first instance and substitute its own discretion, except where the discretion has been shown to have been exercised arbitrarily, or capriciously, or perversely, or where the court has ignored the settled principles of law regulating grant or refusal of interlocutory injunctions. He has also cited the judgment of the Appellate Tribunal, in the case of Shyam Manglunia & Ors. vs Ravi Shankar Shrivastava & Ors.[Company Appeal (AT) Nos. 94-95 of 2018]where it has been held that the discretion exercised judicially by the National Company Law Tribunal need not be interfered by substituting Appellate Tribunal's discretion for what has been exercised by the NCLT.
13. The Learned Counsel for Respondent No. 9 has cited the judgment in Rudraksh Synthetics Pvt. Limited vs Pinakim Khawar ( 2017 SCC Online NCLT 12)wherein the Hon'ble NCLAT CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020 Page 16 of 23 had held that that the allegations made by the petitioner in the main petition constitute acts of oppression and mismanagement or not, can only be decided after the final hearing. His argument is that the merits of the case relating to oppression and mismanagement cannot be decided at an interlocutory stage while granting ad interim relief.
14. The Learned Counsel for Respondent No. 9 has also cited the judgment of the Hon'ble Supreme Court in Life Insurance Corporation of India vs Escorts Limited and Anr. (1986 1 SCC
264) wherein it was held that every shareholder of the company has the right, subject to statutorily prescribed procedural and numerical requirements, to call an Extraordinary General Meeting in accordance with the provisions of the Companies Act and the calling of such a meeting cannot be restrained. In the same judgment it was also held that the convener of the meeting is not bound to disclose the reasons for resolutions proposed to be moved at the meeting. He has also cited the observation of Hon'ble Delhi High Court in the case of Ravinder Sabharwal and Anr. vs XAD Inc. and Ors. [2018 (172) DRJ 645] wherein it has been held that there can be no injunction that as per a binding term, there can be no injunction restraining holding of an EGM. And, the majority CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020 Page 17 of 23 shareholders have the power to appoint directors and the power to regulate them by passing a resolution for removal. The reasons for passing of a particular resolution need not be disclosed in the notice calling for the EGM.
15. The Ld. Counsel for Respondent No. 9 has emphasized that the procedure followed by Respondent No. 9 company in holding of the EGM and the Board of Directors meeting on 7.8.2020 and 26.10.2020 respectively, have been as per statutory procedures and powers available to the shareholders of the company. Closing his arguments he has urged that as the Appellants have failed to make out a prima facie case, demonstrated that the balance of convenience to be in their favor, and that grave, irreparable loss and injury will be caused if the EGM and Board meeting were not restrained, the appeal ought to be dismissed.
16. The Learned Counsel for Respondent No. 9 has clarified that the judgments cited by the Learned Counsel for Appellant support his argument that there is no occasion to grant ad interim stay because the proposed meetings were held and resolutions were passed therein by adopting of prescribed procedure under the Companies Act and the decisions therein that were proposed to be CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020 Page 18 of 23 taken were taken by a majority of shareholders of Directors/shareholders in accordance with democratic procedure which is required under the Companies Act.
17. The Learned Counsel for Respondent No. 9 has cited judgment of Hon'ble Supreme Court in Shipping Corporation of India Limited vs Machado Brothers &Ors. [(2004) 11 Supreme Court Cases 168], wherein the court has taken the view that if the dispute raised has lost its relevance and subsequent events which are taking place during the pendency of litigation, then continuing the litigation will be like flogging a dead horse. In the present case, the Learned Counsel has contended, that events that have happened after the institution of these appeals have overtaken the holding of the EGM and the Board of Directors. meeting on 7.8.2020 and 26.10.2020, respectively, and the resolutions passed therein, and therefore continuing with these appeals and therefore giving any order which will upset the actions that have already happened may not be desirable in the interest of justice. He has filed a list of events to show that the events related to the holding of the EGM and Board of Directors meetings have been overtaken by subsequent events and therefore the granting of stay these CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020 Page 19 of 23 meetings which have already been held would be an exercise in futility.
18. The Learned Counsel for Respondent No. 9 has also attempted to distinguish the judgments of the Hon'ble Apex Court in Shah Babulal Khimji Case (supra) to show that to claim that the context in those cases was different from the context in this case where ad interim stay orders have been desired. He has also, in support of his case, cited Life Insurance Corporation of India(supra) and Ravinder Sabharwal(supra)submitting that both these cases laid out a very important principle in company law, viz. that the majority shareholders of a company are entitled to hold EGM/BOD meeting in accordance with the provisions of law and take decisions/pass resolutions by majority. These cases also lay down that the courts cannot restrain holding of EGM when it is being held in a perfectly legal manner.
19. The Appellants have claimed that they have a right to livelihood and certain legitimate expectations which the MOU and earlier agreements provide to them. We would only say at this juncture that legitimate expectation of the appellants is circumscribed by the overall interest of the company when such CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020 Page 20 of 23 interest is manifested in the decisions of the Board of Directors or that of persons empowered to take such decisions in a statutorily tenable, legally sound and democratically transparent manner.
20. Moreover the NCLT has exercised its discretion in favor of the respondents. The judgments cited by the Ld. Counsel for the Respondent No. 9 viz-a-viz reinforce the view that a discretion exercised by a court should not be interfered with unless it is grossly illegal, perverse or causes grievous harm to the party concerned. In the present case we do not find that the discretionary power used by the NCLT in not granting ad-interim orders fall in such a category.
21. The other respondents have adopted the arguments submitted by the Respondents No. 9's Ld. Counsel.
22. In the light of the facts of the present case, where EGM was held on 7.8.2020, and thereafter a Board of Directors meeting was held on 26.10.2020wherein certain resolutions were passed and where the Appellants had sought ad interim stay, no final order was passed by the NCLT after adjudicating on the oppression of the minority shareholders, or mismanagement in the affairs of the CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020 Page 21 of 23 company. In the cases that have been cited, the protection that has been granted to the applicants/petitioners are through final orders. The question of granting ad interim stay to the holding of EGM and Board of Directors meeting has to be looked at, from a very limited point of view of prima facie illegality, balance of convenience to the parties and irreparable loss to the Applicants. Seen from these points of view, we do not see any infirmity in the order dated 6.8.2020 in IA No. 1121/2020 and order dated 26.10. 2020 in IA No. 1139/2020.
23. On the basis of the discussions above, we come to a very clear conclusion that the two impugned orders dated 6.8.2020 in IA No. 1121/2020 and 26.10.2020 in IA No. 1139/2020 do not require any intervention as they do not suffer from any illegality. Since the main petition CP No. 975/MB/2019 is presently being heard by NCLT, we refrain from giving any opinion on the larger issue of oppression and mismanagement, as has been alleged in the said petition by the Appellants/Petitioners. We, therefore, disallow the Appeal Nos. 143/2020 and 227/2020.
CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020 Page 22 of 23
24. There is no order as to costs.
(Justice Jarat Kumar Jain) Member (Judicial) (Dr. Alok Srivastava) Member(Technical) New Delhi 12th August, 2021 /aks/ CA (AT) No. 143 of 2020 &CA (AT) No. 227 of 2020 Page 23 of 23