National Company Law Appellate Tribunal
Mrs. C. Valli Narayan vs C. Krishniah Chetty & Sons Private ... on 9 August, 2023
NATIONAL COMPANY LAW APPELLATE TRIBUNAL
PRINCIPAL BENCH
Contempt Case (AT) No. 13 of 2023
IN
Company Appeal (AT) No. 65 of 2019
IN THE MATTER OF:
1. Dr. C. Vinod Hayagriv
Director/ Managing Director of
C. Krishniah
Chetty & Sons Pvt. Ltd.
Son of Mr. C. V. Hayagriv,
Aged about 61 years. ...Complainant No. 1
2. Mr. C. V. Hayagriv
Son of Late C. Venkatachalapathy Chetty,
Aged about 83 years, ...Complainant No. 2
3. Mrs. C. Triveni Vinod
Wife of Mr. Vinod Hayagriv,
Aged about 56 years, ...Complainant No. 3
4. Mrs. C. Visala Hayagriv
Wife of Mr. C. V. Hayagriv,
Aged about 80 years ...Complainant No. 4
5. Mr. Chaitanya V. Cotha
Son of Mr. Vinod Hayagriv,
Aged about 34 years ...Complainant No. 5
6. Mr. Shreyas V. Cotha
Son of Mr. Vinod Hayagriv,
Aged about 34 years ...Complainant No. 6
Versus
1. Sri C. Ganesh Narayan,
Son of Late Mr. C.V. Narayan,
aged about 43 years. ...Contemnor No. 1
2. Smt. C. Valli Narayan
Wife of Late Mr. C.V. Narayan,
aged about 76 years. ...Contemnor No. 2
Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019
Page 1 | 41
Present:
For Appellant : Ms. Meenakshi Arora, Sr. Advocate with Mr.
Mandeep Kalra, Ms. Radhika Narula, Ms. Divya
Singh Pundir, Anushka Satapathy, Ms. Tanya
Singh, Mr. Devesh Mohan, Mr. Rishabh Lekhi, T.
Choubey, S. Agarwal, Anjali goyal, Raj Nandani
Singh, Chitrangada Singh, S. Agarwal,
Advocates.
For Respondents : Mr. Akash Kundan, Mr. Palash Singhal,
Advocate for R-1.
Mr. Nikhil Nayar Sr. Advocate with Mr.
Divyanshu Rai, Mr. Kshitij Parashar, Advocates
for R-2.
J U D G M E N T
(09.08.2023) NARESH SALECHA, MEMBER (TECHNICAL)
1. Contempt Case (AT) No. 13 of 2023 in CA (AT) No. 65 of 2019 has been filed by six Complainants, namely, Dr. C. Vinod Hayagriv, Mr .C. V. Hayagriv, Mrs. C. Triveni Vinod, Mrs. C. Visala Hayagriv, Mr. Chaitanya V. Cotha & Mr. Shreyas V. Cotha against two Contemnors, namely, Sri. C. Ganesh Narayan & Smt. C. Valli Narayan for alleged wilful breach of orders of this Appellate Tribunal passed in CA (AT) No. 65 of 2019 dated 08.07.2021, 25.11.2021 and 24.02.2022.
2. Learned Counsel for the Complainants gave the background of the main appeal CA (AT) No. 65 of 2019, which is under 'hearing' by this Appellate Tribunal, and background of three orders dated 08.07.2021, 25.11.2021 and 24.02.2022, which have allegedly been breached wilfully by the Contemnors.
Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 2 | 41
3. Learned Counsel for the Complainants stated that the Complainants are 50% shareholders in C. Krishniah Chetty & Sons Pvt. Ltd. (in short "CKC & Sons") and similarly the Contemnors are also 50% shareholders of the said company. Learned Counsel for the Complainants stated that CKC & Sons was incorporated in 1979 and since then CKC & Sons has been using the name "C. Krishniah Chetty". Learned Counsel for the Complainants further stated that the Contemnors are also 100% shareholders of one similar named company i.e. "C. Krishniah Chetty & Co. Pvt. Ltd." ( in short "CKC & Co.") (formerly known as Deepali Co. Pvt. Ltd.). Learned Counsel for the Complainants stated that the Complainants belong to Hayagriv family, whereas, the Contemnors belong to Narayan family. Learned Counsel for the Complainants further clarified that they all belong to same clan/family of the original founder Sri Cotha Krishniah Chetty who started jewellery business under the name C. Krishniah Chetty & Sons way back in the year around 1869.
4. Learned Counsel for the Complainants submitted that there have been several disputes between both the parties for many years and have been seeking legal remedies in Erstwhile Company Law Board, High Court and National Company Law Tribunal (in short 'the Tribunal'). Learned Counsel for the Complainants further submitted that the main Appeal i.e. CA (AT) No. 65 of 2019 is under "hearing" before this Appellate Tribunal and during the course of hearing, this Appellate Tribunal had passed the orders dated 08.07.2021, 25.11.2021 & 24.02.2022, containing directions to both the parties not to precipitate the matter and not to take any coercive actions. Learned Counsel for the Complainants further submitted that during Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 3 | 41 hearing of I.A. No. 1075 of 2021 in CA (AT) No. 65 of 2019, filed by the Contemnor No. 2- Smt. C. Valli Narayan, on behalf of various applicants seeking permission to hold Board Meeting in accordance with Section 173 of the Companies Act, 2013, this Appellate Tribunal recorded in order dated 25.11.2021 that "at this stage, we are not inclined to pass any order on I.A. No. 1075 - 1076 of 2021" but gave direction to Respondent No. 9 in I.A. No. 1075 of 2021 i.e. Shri Ganesh Narayan, who is Contemnor No. 1 in the present Contempt Case.
5. Learned Counsel for the Complainants alleged that Contemnors have been trying to start a competing jewellery business using deceptively similar names in order to take benefit of the trade mark and goodwill of CKC & Sons.
6. Learned Counsel for the Complainants submitted that due to non- compliance by the Contemnors of this Tribunal's orders dated 08.07.2021, 25.11.2021 & 24.02.2022, the Complainants are finding difficult to protect the legal rights of the CKC & Sons and may impact the survival of the CKC & Sons itself.
7. Learned Counsel for the Complainants emphasised that they have been facing difficulties from the voluntary undertaking given by them on 23.07.2019 not to hold Board Meeting which is still continuing, whereas the Contemnors are misusing the same undertaking prejudicing the interest of the Complainants. Learned Counsel for the Complainants alleged that the Contemnors have opened the competing business adjacent to the main company in B Block, the Touchstone, Bangalore.
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8. Learned Counsel for the Complainants elaborated that the various other actions allegedly taken by the Contemnors to jeopardise business of CKC & Sons which also tantamount to contempt, inter-alia, includes:-
(i) Email sent on 02.01.2023 by Contemnor No. 1 to all Employees threatening the showroom manager.
(ii) Poaching the clients of CKC & Sons by the Contemnor.
(iii) Threatening security personal of CKC & Sons.
(iv) Getting tax invoices/ purchase invoices from suppliers for supply of jewellery using address of CKC & Sons.
(v) Sending social media communication to public using name of C. Krishniah Chetty & Co.
(vi) Getting jewellery boxes in mini truck in the same premises for CKC & Co. of the Contemnor.
(vii) Completing competing showroom.
(viii) Advertising vacancies for purpose of employment in Contemnor's company CKC & Co. despite status-quo order by various fora.
(ix) Putting a notice outside their showroom and claiming their company CKC & Co. to be legal, wherein it says "...CKC and Co.
Pvt. Ltd. and the business has been running as a going concern since 1982..."
9. Learned Counsel for the Complainants brought to the notice that issues regarding non-competing business by the Contemnor have been raised by the Complainants in various fora including the Tribunal. Learned Counsel for the Complainants brought out that in I.A. No. 54/ 2018 in TP No. 65/2016 under Section 397, 398, 402, 403, 406, 237 of the Companies Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 5 | 41 Act, 2013 before the Tribunal, in their order in I.A. No. 54 of 2018 gave the following directions "10. In the result the following ad interim orders are passed while pending instant IA No. 54 of 18 and other connected IAs and main Company Petition:
1) We hereby directed the respondent-1 Company to maintain status quo as on today by directing the respondents/petitioner not to engage in any business, by restraining Ms. Valli Narayan and Ganesh Narayan themselves or through their agents, servants company or anybody acting through or under them from directly or indirectly; starting a Competing Jewellery store/business in B. Block Touchstone, Main Guard Cross Road, Bengaluru abutting C. Krishnaiah Chetty & Sons Private Ltd(CKCPL flagship jewellery store in the A "Block of the Building: and not to engage in any business at any location -including online which competes with the business of CKC Group and or any of its entities;
2) Further directed the them as not to violate the subsisting orders, dated 22.09.2014 and 18.11.2014, passed by the Hon'ble CLB in the Company Petition
3) This Interim will be in force till 28.05.2018 Post IA 54/14 along with other pending As and the main Company Petition on 28.05.2018 for final hearing."
(Emphasis Supplied) Learned Counsel for the Complainants stated that this amplify the case of the Complainants that the fundamental issue for the Complainants Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 6 | 41 has been to protect the business of CKC & Sons and not to allow any competing business by the Contemnors specifically in the adjacent area.
10. Learned Counsel for the Complainants referred to reply on behalf of the Appellant Mrs. C Valli Narayan in I.A. No. 1075/2021 in CA (AT) No. 65 of 2019 before this Appellate Tribunal, containing in Para 11 of the Reply, wherein it was referred that no change in status of construction of Touch Stone, B Block since 2019. Learned Counsel for the Complainants emphasised that in the same para the Contemnor recorded "11. No cause of action warranting the prayers sought for. No change in the status of "construction" of Touch Stone 'B' Block, Main Guard Cross Road, Bangalore 560001 ('B Block'), since June 2019
(i).... Without prejudice to the lawful exercise of the rights of the Appellant under the FSA to start a competing business, the Appellant denies that any "hectic preparation" is presently being undertaken as alleged by Respondent Nos. 2-7.
(ii)....A perusal of the exterior of the B Block as on 18.06.2021 will reveal that no change has occurred in respect of it since June 2019. Copies of the photographs taken on 18.06.2021 is produced herewith as Annexure H."
11. Learned Counsel for the Complainants cited few judgments as submitted in judgment compilation to buttress their points regarding Contempt and subsequent action to be taken against the Contemnor.
12. Learned Counsel for the Complainants refuted that so called Family Settlement Agreement (in short 'FSA') is valid and binding agreement.
Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 7 | 41 Learned Counsel for the Complainants mentioned that this has been challenged in many judicial fora.
13. Learned Counsel for the Complainants concluding the arguments made the prayers to Initiate contempt proceedings against Contemnor No. 1 & 2 for wilful breach of the Interim Order dated 08.07.2021, and the subsequent orders dated 25.11.2021 and 24.02.2022 passed by this Appellate Tribunal in Company Appeal (AT) No. 65 of 2019.
14. Per contra, Learned Counsel for the Contemnors strongly denied all the averments made by the Complainants treating such averments to be false, frivolous and attempt to abuse of the process of law.
15. Learned Counsel for the Contemnors gave the background of the firm CKC & Co. which was set up by Complainant No. 1 as the Managing Director of CKC & Co. along with his mother i.e., Complainant No. 4- Visala Hayagriv and Contemnor No. 2 Mrs. Valli Narayan in March, 1982 as founding Promoters and Directors as part of CKC Group of Companies. Learned Counsel for the Contemnors submitted that the Memorandum of Association of CKC & Co., clearly reveals that its objectives were identical to that of CKC & Sons i.e., "to carry on the business of jewelleries, bullion merchants, gold-smiths, silver-smiths, diamond merchants, gem and stone merchants."
16. Learned Counsel for the Contemnors submitted that right from the beginning, CKC & Co. has been carrying out business of gems and jewels and has been supplying to third party customers.
17. Learned Counsel for the Contemnors stated that CKC & Co. was also a shareholder of CKC & Sons. and has also advanced loan to CKC & Sons Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 8 | 41 from time to time, which clearly indicate close relationship between both entities and false allegation of the Complainants that Contemnors are trying to harm interest of CKC & Sons and Complainants.
18. Learned Counsel for the Contemnors stated that since its incorporation, CKC & Co. had Registered Office at No. 35 Commercial Street, Bangalore and in 10th Board Meeting of CKC & Co., the Complainant No. 1, who was then Chairman of the Meeting of CKC & Co., it was decided to shift the business of CKC & Co. to Main Guard Cross Road and authorised Mr. C Vinod Hayagirv, the Complainant No. 1 herein, to negotiate with M/s Deepali Enterprises for purpose of utilisation of portion of premises for office of the Company. Learned Counsel for the Contemnors clarified that property on Main Guard Cross Road is now redeveloped building between Year 2000 to 2005 and is known as "the Touchstone". Learned Counsel for the Contemnors further stated that Complainant No. 1 & 4 sold their entire shareholding in CKC & Co. to Contemnor No. 1 way back in 1999.
19. Learned Counsel for the Contemnors emphasised that CKC & Sons as well as CKC & Co. carry out the business from the same premises i.e. "the Touchstone Building". Learned Counsel for the Contemnors stated that CKC & Sons carries business from the Touchstone A Block, owned by CV Hayagirv Major (HUF) since 2008 and CKC & Co. carries all his business from the Touchstone B Block owned by C. Ganesh Narayan (HUF) since 2004-05. Learned Counsel for the Contemnors also stated that the Registered office of both the company was at No. 35 Commercial Street, Bangalore for 42 years and now Registered Office of CKC & Co. is at the Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 9 | 41 Touchstone B-Block. Learned Counsel for the Contemnors further stated that the CKC & Co. has been operating its business at the Touchstone B Block over a decade and half and not suddenly and as new competing business as being falsely made by the Complainants.
20. Learned Counsel for the Contemnors pointed out that as per FSA between both the parties, the Contemnors are entitled to start a new store/ business in B Block and a new business anywhere and there has been no bar on competition as being contemplated by the Complainants. Learned Counsel for the Contemnors also stated that as per Clause 3(g) of the FSA, the Contemnors are entitled to use and own the variant of "C. Krishniah Chetty & Co" and "C Krishniah Chetty Corp.".
21. Learned Counsel for the Contemnors brought out that the Complainants have used several judicial fora to raise legal disputes including Commercial Court Bangalore praying for similar reliefs and incidentally on 20.02.2021, the Commercial Court dismissed the Application of CKC & Sons seeking temporarily injunctions. CKC & Sons challenged the order dated 20.02.2021 before the Divisional Bench of Karnataka High Court which was also dismissed on 27.05.2021. Ultimately, the suit in Commercial COMM.O.S.306/2020 was rejected on 17.02.2022 by the Commercial Court and no appeal was preferred by the CKC & Sons.
22. Learned Counsel for the Contemnors stated that CKC & Co. had applied and obtained change in its name in terms of FSA which was granted on 16.08.2020 which was again challenged by the Complainants before Regional Director South-East who passed order on 24.05.2022 on erroneous grounds directing change in name of CKC & Co., which has been challenged Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 10 | 41 by CKC & Co. before the Karnataka High Court in the W.P No. 12211/2022 and the operation of the said order has been stayed on 18.07.2022 and the petition is pending for final hearing. Learned Counsel for the Contemnors submitted that subsequent to change in name w.e.f 16.10.2020, CKC & Co. applied for a fresh GST Certificate in the changed name and got the same.
23. Learned Counsel for the Contemnors highlighted that even prior to three orders of this Appellate Tribunal which have been used by the Complainants to bring the present Contempt Petition, CKC & Co. was carrying on its business under its changed name from the location i.e. the Touchstone B-Block and to substantiate Learned Counsel for the Contemnors relied upon to several tax invoices prior to this Tribunal's First order dated 08.07.2021 which clearly demonstrate name of CKC & Co. (Formerly known as Deepali Company Pvt. Ltd.) with address at the Touchstone, Bangalore and one example being serial no. of invoice 0040/2020-21 with date of invoice 04.03.2021, filed by the Contemnors at Page No. 413 of Volume-II in their statement of objections filed in present Contempt Petition. Learned Counsel for the Contemnors further stated that this does not leave any scope for any doubt about any kind of violation or breach by the Contemnors of this Appellate Tribunal orders including first order dated 08.07.2021.
24. Learned Counsel for the Contemnors assailed the conduct of the Complainants who themselves have been carrying out several advertisements in various media disparaging CKC & Co. trying to harm the business and reputation of CKC & Co. which incidentally admit the fact by the Complainants that the business being carried out by the Contemnors Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 11 | 41 since 2010, whereas the Complainants are now trying to make a case that the Contemnors were not allowed to do any business in competition. Learned Counsel for the Contemnors stated that the intentions of the Complainants are dubious and only for pecuniary benefits for Complainants at the cost of the Contemnors.
25. Learned Counsel for the Contemnors stated that nowhere in any of the orders by this Appellate Tribunal dated 08.07.2021, 25.11.2021 & 24.02.2022, there was any specific restrain to carry out the business by CKC & Co. or to prevent its business operation from the Touchstone B-Block where they have been doing business earlier also.
26. Learned Counsel for the Contemnors further assailed the conduct of the Complainants who themselves and through their henchmen have been illegally intercepting the mails and deliverables of the Contemnors.
27. Learned Counsel for the Contemnors stated that FSA is continuing to be a valid document signed by all concerned and duly executed on a stamp paper purchased by CKC & Sons (Firm owned by the Complainants) and duly witnessed. Learned Counsel for the Contemnors stated that without any Court order, the said FSA cannot be treated as null-void or not binding, at the whims and fancies of the Complainants.
28. Learned Counsel for the Contemnors submitted that contention of Complainants that vide order dated 25.11.2021, this Appellate Tribunal had directed Contemnors not to take any coercive action is not correct as the said order only directed Mr. Ganesh Narayan, the Contemnor No. 1 not to take any coercive action against the matter concerned.
Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 12 | 41
29. Learned Counsel for the Contemnors reiterated that no new business has been set up and CKC & Co. has been conducting its existing business from the same premises since 2004 and by no logic it can be interpreted as contempt of orders of this Appellate Tribunal. Learned Counsel for the Contemnors further clarified that there are multiple entrances to access the space renovated by CKC & Co. and not just the front façade which was under repair/ renovation and the business was being operated from inside the Touchstone B-Block, and this cannot be constituted as starting new business or opening new store adjacent to the Complainant's store in contempt to this Appellate Tribunal's order being quoted by the Complainants.
30. Learned Counsel for the Contemnors cited many judgments according to which such contempt petition should not be entertained. Learned Counsel for the Contemnors referred to judgment Dr. U.N. Bora, Ex. Chief Executive Officer & Ors. Vs. Assam Roller Flour Mills Association & Anr. [(2022) 1 SCC 101].
31. Summarising pleadings, Learned Counsel for the Contemnors requested to dismiss the Contempt Petition on exemplary costs.
32. From the averments made out by the Complainants, the main issue of the Contempt Petition which is required to be determined by us is to whether there have been specific and clear orders for doing or not doing any stipulated action by the Contemnors and if so, whether there could be one and only one interpretation without any ambiguity, whatsoever, to any party to the said order.
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33. This Appellate Tribunal is also required to look into whether there has been any wilful disobedience on the part of Contemnors knowing well the mind and the intentions of this Appellate Tribunal in their orders as alleged by the Complainants.
34. This Appellate Tribunal observes that the Contempt Petition has been filed invoking the jurisdiction of Section 425 of the Companies Act, 2013 r/w Section 10 and 12 of the Contempt of Courts Act, 1971. We also need to refer to Section 2(a) & 2(b) of the Contempt of Courts Act, 1971 which defines the contempt as under :-
"Section 2(a) & 2(b) of the Contempt of Courts Act, 1971
2. Definitions.--In this Act, unless the context otherwise requires,--
(a) "contempt of court" means civil contempt or criminal contempt;
(b) "civil contempt" means wilful disobedience to any judgment, decree, direction, order, writ or other process of a court or wilful breach of an undertaking given to a court;
(Emphasis Supplied)
35. We would need to refer to three orders of this Appellate Tribunal dated 08.07.2021, 25.11.2021 & 24.02.2022, to understand clearly as to what stipulations of the orders have been alleged to have been violated by the Contemnors. These three orders read as under :-
Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 14 | 41 Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 15 | 41 Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 16 | 41 Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 17 | 41 Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 18 | 41 Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 19 | 41 Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 20 | 41
36. As noted earlier, Section 2(b) of the Contempt of Court Act, 1971, Civil Contempt means disobedience to any judgment, decree, directions, orders or other process of Court or wilful breach of an undertaking given to Court.
From this it becomes clear that in order to prove contempt, two elements are required to be established i.e.,
(i) Disobedience of any judgment, decree, directions, orders or other process of Court.
(ii) Disobedience or breach must be wilful, deliberate and intentional. We note that in case the Contemnors obtains the beneficial order for himself from the Court based on some undertaking given, which later on get Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 21 | 41 violated and that too knowingly/intentionally/ wilfully/ deliberately, this might be construed as contempt of by playing fraud on the Tribunal. Similarly, mere disobedience or breach of the Tribunal's order by the Contemnor may not be sufficient to convert into contempt unless it is proven beyond doubt that such disobedience or breach was wilful. While doing so, we are duty bound to take into consideration whether if any alleged breach was of trivial or in nature of technical breach or it was gross and substantial breach with clear intention to take advantage over the other party/ complainants for seeking undue benefits for the Contemnors.
37. At this juncture, it is necessary for us to dwell into the three orders dated 08.07.2021, 25.11.2021 & 24.02.2022 of this Appellate Tribunal in order to arrive to logical conclusions regarding contempt. We need to examine that these three orders alleged to have been violated or breached were absolutely clear in elaborating specific directions or there were general in nature in context or such orders had any amount of vagueness or ambiguity. This also means that the orders involved should be liable to be interpreted only in one way by all concerned and it cannot be basis for having more than one interpretation. In the orders, if alleged contempt involves more than one reasonable and rational interpretation, the Contemnor cannot be held liable for Contempt of Tribunal.
38. The first order which has been relied upon by the Complainants is dated 08.07.2021. This order was passed in main appeal CA (AT) No. 65 of 2019 and not in any I.A. This order mentioned that Learned Counsel (presumably for Contemnors herein) sought permission to file an Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 22 | 41 Interlocutory Application for modification of order regarding Board Meetings which was accorded by this Appellate Tribunal. Incidentally, this order also refers to I.A. No. 1075 and 1076 of 2021 filed by the Respondent therein in CA (AT) No. 65 of 2019/ Complainants herein in the present Contempt Case, which was taken on record. In the last line of the order, it has been recorded "further Learned Counsel for the parties are directed not to show the precipitate for the matter ".
In the main appeal No. 65 of 2019 filed by the Contemnors, following reliefs were prayed :-
"RELIEFS SOUGHT:
In the light of all of the foregoing and more, the Appellant is most respectfully praying that this Hon'ble Appellate Tribunal be pleased to pass suitable orders in respect of inter-alia the following:
a. Set aside the Impugned Order dated 24.01.2019 passed by the Hon'ble NCLT, Benguluru;
b. Allow the Company Petition bearing No. 54/2014 filed by the Appellant before the Hon'ble NCLT; and c. Any other order which in the opinion of the Hon'ble Appellate Tribunal is just and equitable.
INTERIM RELIEFS:
It is submitted that the Appellant has a prima facie good case on merits and grave prejudice would be caused to the Appellant as well as the Respondent No. 1 Company in case the Respondent Nos. 2 to 7 are not restrained from carrying out their illegal activities during the pendency of the present Appeal. The balance of convenience lies Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 23 | 41 heavily in favour of the Appellant. In the light of all of the foregoing, the Appellant is most respectfully praying that this Hon'ble Tribunal be pleased to grant the following interim reliefs during the pendency of the proceedings:
a. To pass an order restraining the Respondent Nos. 2 to 7 from diverting the business from Respondent No. 1 Company to respondent No. 10 Company as had been directed by the Hon'ble Company Law Board vide orders dated 23.09.2014 and 18.11.2014.
b. To pass an order directing the Respondent Nos. 2 to 7 to provide to the Appellant the complete duly audited financial records of the Respondent No. 1 Company from FY 2013-14 till date.
c. To pass an order directing the Respondent Nos. 2 to 7 to provide to the Appellant the complete duly audited financial records of the Respondent No. 10 Company from FY 2013-14 till date.
d. To pass an order directing the Respondent Nos. 2 to 7 to provide complete minutes of meetings of all the Board Meetings, Annual General Meetings and Extraordinary General Meetings of the Respondent No. 1 Company from FY 2013-14 till date.
e. To pass an order directing the Respondent Nos. 2 to 7 to provide complete minutes of meetings of all the Board Meetings, Annual General Meetings and Extraordinary General Meetings of the Respondent No. 10 Company from FY 2013-14 till date.
f. To appoint an independent auditor for conducting a complete forensic audit into the affairs of the Respondent No. 1 Company for the FY 2013-14 till date and submit a copy of the report to this Hon'ble Tribunal.
Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 24 | 41 g. To appoint an independent auditor for conducting a complete forensic audit into the affairs of the Respondent No. 10 Company for the FY 2013-14 till date and submit a copy of the report to this Hon'ble Tribunal. h. To restrain the Respondent Nos. 2 to 7 from diverting the business of the Respondent 1 Company, directly or indirectly to the Respondent No. 10 company or any other Company.
i. To restrain the Respondent Nos. 2 to 7 from appointing any new Director in the Respondent No. 1 Company. j. To conduct Board and General Meetings with the leave of the Hon'ble Bench with an Independent Chairman and observer for all the Board Meetings and General Meetings of the Respondent No. 1 Company.
k. To appoint the Appellant or her nominee as a joint signatory for issuance of all cheques/ payments made on behalf of Respondent No. 1 Company from all bank accounts and for any statutory compliances. l. To direct Respondent No 1 company to share all information of all transactions, daily detailed sales reports, all vendor purchases, vendor and other agreements entered by the Respondent No. 1 Company, processes, payments, receipts, salaries paid to employees and directors, and any other information sought by the appellant or her nominee representing her in the management of Respondent No 1 company.
m. To restrain Respondent Nos. 2 to 7 from giving effect to the purported resolution passed in the 36th Annual General Meeting of the Respondent No, 1 Company. n. To appoint an independent observer and Chairman to re conduct the 36th Annual General Meeting in accordance with law.
Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 25 | 41 o. To pass an order directing reinstatement of Respondent No. 9 as the Joint Managing Director of the Respondent No. 1 Company as directed by the Hon'ble Company Law Board vide order dated 09.10.2014.
p. To summon the entire records of Company Petition No. 54 of 2014 filed by the Appellant before the Hon'ble Company Law Board and subsequently the Hon'ble National Company Law Tribunal, Bengaluru."
(Emphasis Supplied) The above reliefs sought by the Appellant therein/ Contemnors herein, being aggrieved by the alleged conduct of the Respondent therein/ Complainants herein, do not talks about non-competing business by the Contemnors or any embargo on continuation of business by the Contemnors or opening of jewellery store/ showroom in adjacent area.
After conjoint readings of the contents of the order dated 08.07.2021, reliefs sought in main appeal No. 65 of 2019 and direction of the Tribunal not to precipitate of the matter, we are not in position to agree to the submissions of the Complainants regarding any violation of the orders of this Appellate Tribunal; leave aside wilful disobedience amounting to contempt. No specific directions can be read from this order except general restrain to both the parties by this Appellate Tribunal, that too at the best, in the context of the main appeal No. 65 of 2019.
39. Let us examine the second order dated 25.11.2021. We note that this order was passed in I.A. No. 1075 of 2021 in CA (AT) No. 65 of 2019, which was filed jointly on behalf of the Respondent Nos. 2 to 7 and Respondent Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 26 | 41 Nos. 1 and 10 companies therein/ Complainants herein, for permission to hold Board Meeting in accordance with Section 173 of the Companies Act, 2013 r/w Section 8 of Companies (Meeting of Board and its Power) Rule, 2014. In the said I.A. following prayers were made by the Complainants herein:-
"
PRAYER In light of the facts and circumstances set out hereinabove, it is most respectfully prayed by the Applicant / Respondent Nos. 2 to 7, i.e., Directors of the Respondent Nos. 1 and 10 Companies as well as the said companies, being joint applicants herein, to take this Application into consideration and :
(a) Permit the Applicants / Respondent Nos. 2 to 7 to convene and hold the Board Meetings of the Respondent Nos. 1 and 10 Companies in accordance with the statutory mandate of Section 173 of the Companies Act, 2013 read with Rule 8 of Companies (Meetings of Board and its Powers) Rules, 2014 without any further delay; and
(b) To pass such other and further Orders as this Hon'ble Tribunal may deem fit and proper in the facts and circumstances of the case."
(Emphasis Supplied) The I.A. No. 1076 of 2021 was for "Application seeking exemption from filing notarise affidavits in the joint application filed on behalf of Respondent No. 2 to 7 and Respondent No. 1 & 10".
Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 27 | 41 Thus, the order dated 25.11.2021 was specifically in relation to I.A. No. 1075-1076 of 2021 which was filed for seeking permission to hold Board Meetings in accordance with Section 173 of the Companies Act, 2013. This Appellate Tribunal has recorded that at that stage it was not inclined to pass any orders in I.A. No. 1075-1076 of 2021 and it was further ordered to list the I.A's along with the Appeal for hearing on 05.01.2022. This Appellate Tribunal gave direction to Respondent No. 9 therein- Mr. C. Ganesh Narayan therein/ Contemnor No. 1 herein not to take any coercive action against the matter concerned. This makes quite clear that the order dated 25.11.2021 by this Tribunal was only for Mr. C. Ganesh Narayan and not to any other (Complainants/ Contemnors) and this restrain order is required to be read with prayer made in I.A. No. 1075 of 2021 (I.A. filed by the Complainants herein), which was specifically in relation to holding Board Meeting in terms of Section 173 of the Companies Act, 2013. In this order, neither there has been any discussion regarding non operation of existing business or opening new store as brought out in present Contempt Case or any specific directions by this Appellate Tribunal on any other matter other than relating to Board Meeting only to Mr. C. Ganesh Narayan Thus, we are not able to appreciate the case being made out by the Complainants regarding alleged violations or breach by Contemnors w.r.t order dated 25.11.2021 passed by this Appellate Tribunal.
40. Now, we ought to look into the third and the last order dated 24.02.2022 referred by the Complainants. This order was passed w.r.t. I.A No. 1075-1076 of 2021 in CA (AT) No. 65 of 2019. In the said order, Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 28 | 41 directions were given to the Counsel for the Appellants therein / Contemnors herein not to take any coercive action against Respondent No. 2 to 7 therein / Complainants herein till the next date of hearing and interim order was to continue till the next date of hearing. As already discussed in preceding paragraphs that I.A. No. 1075-1076 of 2021 in CA (AT) No. 65 of 2019 was specifically for convening Board Meetings and no directions other than this matter can be read from the order dated 24.02.2022 of this Appellate Tribunal. Again, on this count, we are not in position to appreciate the alleged contempt as tried to be brought out by the Complainants.
41. The judgment of Hon'ble Supreme Court of India in Kapildeo Prasad Sah & Ors. Vs. State of Bihar & Ors. reported in (1999) 7 SCC 569 clearly stipulates that disobedience should be wilful and should be clear violation of court's order with the knowledge of Contemnor. It also records that initiation of contempt proceeding is not a substitute for execution proceedings though at times purpose may also be achieved.
The facts and context of above judgment is naturally different from the present Contempt Case before us, but we take note that both parties having serious disputes on the specific matters which require examination but the same cannot be by way of contempt. In the present appeal, the alleged violation of FSA becomes significant which will legislate the legal rights and remedies of both the parties. The FSA was subject matter in main petition before the Tribunal who passed the impugned order on 24.01.2019 in CP Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 29 | 41 54/2014 (TP No. 65 of 2016) under Section 397,398,402,403,406,237 of the Companies Act, 1956.
It will be pertinent to refer to two relevant paras of the Impugned Order dated 24.01.2019, namely, Para 1 which brings out all the disputes alleged by the Contemnors against the Complainants and final order for the same contained in para 27. These two paras reads as under :-
1. C.P.No.54 of 2014 (T.P.No.65 of 2016) is filed by Smt: C Valli Narayan (Petitioner), U/s. 397, 398, 402, 403, 406, 237 of Companies Act, 1956, against M/s. C. Krishriah Chetty & Sons Private Limited (Respondent), by inter alia seeking to regulate the conduct of the affairs of the first Respondent Company in future; Direct the Respondents to alter the Articles of Association of the Company so as to insert a new clause relating to the Principle of Proportional Representation and accordingly permitting the Petitioner to appoint not less than half of the number of directors in the board of first Respondent Company, adopting the Principles of proportional representation; Directing the Respondents to maintain Status Quo of the Shareholding Pattern of the 1st Respondent Company till the completion of process of demerger or slump sale as agreed to in the Family Settlement Agreement; Directing the Respondents not to divert the business of the 1st Respondent Company, directly or indirectly, to 10th Respondent Company or any other Company till the completion of process of demerger or slump sale as agreed to in the Family Settlement Agreement; Directing the Respondent to maintain Status Quo of the Assets of the 1st Respondent Company till the completion of process of derringer or slump sale as agreed to in the Family Settlement Agreement.
Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 30 | 41
27. In view of the above facts and circumstances of the case and the law as discussed above, we are of considered opinion that the Petitioner failed to make any case so as to interfere in the affairs of the R 1 Company as sought for. Therefore, it is liable to be dismissed."
(Emphasis Supplied) Thus, we observe that regulation of affairs of company, maintenance of status-quo, family settlement agreement, etc., have been the points of dispute between both the parties. The Contemnors being aggrieved of the said order has preferred the appeal in CA (AT) No. 65 of 2019 in CP 54/2014/NCLT/Bengaluru, before this Appellate Tribunal which is under hearing. As such, the alleged contempt by Contemnors violating the order of starting competing business in adjacent areas, harming business of the Complainants etc., will get settled after disposal of the present main appeal before us as well as other litigations pending in various judicial fora including the Hon'ble Supreme Court may also settle the matter. At this stage, taking the ratio of Kapildeo Prasad (Supra), we feel that all such issues need examination but not by way of contempt.
42. At this juncture, we would also like to go into details of the judgment of the Hon'ble Supreme Court of India in the matter of U. N. Bora Vs. Assam Roller Flour Mills Ass. reported in (2022) 1 SCC 101, which has been referred both by the Complainants and the Contemnors for their arguments. The relevant paragraphs of the judgment reads as under :-
Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 31 | 41 "8. We are dealing with a civil contempt. The Contempt of Courts Act, 1971 explains a civil contempt to mean a wilful disobedience of a decision of the Court. Therefore, what is relevant is the "wilful" disobedience. Knowledge acquires substantial importance qua a contempt order. Merely because a subordinate official acted in disregard of an order passed by the Court, a liability cannot be fastened on a higher official in the absence of knowledge. When two views are possible, the element of wilfulness vanishes as it involves a mental element. It is a deliberate, conscious and intentional act. What is required is a proof beyond reasonable doubt since the proceedings are quasi-criminal in nature. Similarly, when a distinct mechanism is provided and that too, in the same judgment alleged to have been violated, a party has to exhaust the same before approaching the court in exercise of its jurisdiction under the Contempt of Courts Act, 1971. It is well open to the said party to contend that the benefit of the order passed has not been actually given, through separate proceedings while seeking appropriate relief but certainly not by way of a contempt proceeding. While dealing with a contempt petition, the Court is not expected to conduct a roving inquiry and go beyond the very judgment which was allegedly violated. The said principle has to be applied with more vigour when disputed questions of facts are involved and they were raised earlier but consciously not dealt with by creating a specific forum to decide the original proceedings.
9. We do not wish to reiterate the aforesaid settled principle of law except by quoting the reasoned decision of this Court in Hukum Chand Deswal v. Satish Raj Deswal [Hukum Chand Deswal v. Satish Raj Deswal, Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 32 | 41 (2021) 13 SCC 166 : 2020 SCC OnLine SC 438] wherein the celebrated judgment in Ram Kishan v. Tarun Bajaj [Ram Kishan v. Tarun Bajaj, (2014) 16 SCC 204 :
(2015) 3 SCC (L&S) 311] , has been quoted. The following paragraphs would govern the aforesaid principle : (Hukum Chand Deswal case [Hukum Chand Deswal v. Satish Raj Deswal, (2021) 13 SCC 166 : 2020 SCC OnLine SC 438] , SCC paras 20-21 & 25-27) "20. At the outset, we must advert to the contours delineated by this Court for initiating civil contempt action in Ram Kishan v. Tarun Bajaj [Ram Kishan v. Tarun Bajaj, (2014) 16 SCC 204 : (2015) 3 SCC (L&S) 311] . In paras 11, 12 and 15 of the reported decision, this Court noted thus : (SCC pp. 209-11) '11. The contempt jurisdiction conferred on to the law courts power to punish an offender for his wilful disobedience/contumacious conduct or obstruction to the majesty of law, for the reason that respect and authority commanded by the courts of law are the greatest guarantee to an ordinary citizen that his rights shall be protected and the entire democratic fabric of the society will crumble down if the respect of the judiciary is undermined. Undoubtedly, the contempt jurisdiction is a powerful weapon in the hands of the courts of law but that by itself operates as a string of caution and unless, thus, otherwise satisfied beyond reasonable doubt, it would neither be fair nor reasonable for the law courts to exercise jurisdiction under the Act. The proceedings are quasi-
criminal in nature, and therefore, standard of proof required in these proceedings is beyond all reasonable doubt. It would rather be hazardous to impose sentence for Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 33 | 41 contempt on the authorities in exercise of the contempt jurisdiction on mere probabilities ***
12. Thus, in order to punish a contemnor, it has to be established that disobedience of the order is "wilful". The word "wilful" introduces a mental element and hence, requires looking into the mind of a person/contemnor by gauging his actions, which is an indication of one's state of mind. "Wilful" means knowingly intentional, conscious, calculated and deliberate with full knowledge of consequences flowing therefrom. It excludes casual, accidental, bona fide or unintentional acts or genuine inability. Wilful acts does not encompass involuntarily or negligent actions. The act has to be done with a "bad purpose or without justifiable excuse or stubbornly, obstinately or perversely". Wilful act is to be distinguished from an act done carelessly, thoughtlessly, heedlessly or inadvertently. It does not include any act done negligently or involuntarily. The deliberate conduct of a person means that he knows what he is doing and intends to do the same. Therefore, there has to be a calculated action with evil motive on his part. Even if there is a disobedience of an order, but such disobedience is the result of some compelling circumstances under which it was not possible for the contemnor to comply with the order, the contemnor cannot be punished. "Committal or sequestration will not be ordered unless contempt involves a degree of default or misconduct.***"
***
15. It is well-settled principle of law that if two interpretations are possible, and if the action is not contumacious, a contempt proceeding would not be maintainable. The effect and purport of the order is to be Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 34 | 41 taken into consideration and the same must be read in its entirety. Therefore, the element of willingness is an indispensable requirement to bring home the charge within the meaning of the Act.***
21. Similarly, in R.N. Dey v. Bhagyabati Pramanik [R.N. Dey v. Bhagyabati Pramanik, (2000) 4 SCC 400] , this Court expounded in para 7 as follows : (SCC p. 404) '7. We may reiterate that the weapon of contempt is not to be used in abundance or misused. Normally, it cannot be used for execution of the decree or implementation of an order for which alternative remedy in law is provided for. Discretion given to the court is to be exercised for maintenance of the court's dignity and majesty of law. Further, an aggrieved party has no right to insist that the court should exercise such jurisdiction as contempt is between a contemner and the court. It is true that in the present case, the High Court has kept the matter pending and has ordered that it should be heard along with the first appeal. But, at the same time, it is to be noticed that under the coercion of contempt proceeding, the appellants cannot be directed to pay the compensation amount which they are disputing by asserting that claimants were not the owners of the property in question and that decree was obtained by suppressing the material fact and by fraud. Even presuming that the claimants are entitled to recover the amount of compensation as awarded by the trial court as no stay order is granted by the High Court, at the most they are entitled to recover the same by executing the said award wherein the State can or may contend that the award is a nullity. In such a situation, as there was no wilful or deliberate disobedience of the order, the initiation of contempt proceedings was wholly unjustified.' Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 35 | 41 ***
25. Pertinently, the special leave petitions were filed by the respondent against the order dated 28-1-2019 [Sagu Dreamland (P) Ltd. v. Jingal Bell Amusement Park (P) Ltd., 2019 SCC OnLine Del 6720] , which as aforesaid, did not deal with the question regarding the monthly rent payable by the respondent but explicitly left the parties to pursue the same before the executing court. The plaintiff-petitioner having acquiesced of that observation of the High Court, cannot be allowed to contend to the contrary. This Court in Jhareswar Prasad Paul v. Tarak Nath Ganguly [Jhareswar Prasad Paul v. Tarak Nath Ganguly, (2002) 5 SCC 352 : 2002 SCC (L&S) 703] , in para 11, opined thus : (SCC p. 360) '11. ... The court exercising contempt jurisdiction is not entitled to enter into questions which have not been dealt with and decided in the judgment or order, violation of which is alleged by the applicant. The court has to consider the direction issued in the judgment or order and not to consider the question as to what the judgment or order should have contained. At the cost of repetition, be it stated here that the court exercising contempt jurisdiction is primarily concerned with the question of contumacious conduct of the party, which is alleged to have committed deliberate default in complying with the directions in the judgment or order. If the judgment or order does not contain any specific direction regarding a matter or if there is any ambiguity in the directions issued therein then it will be better to direct the parties to approach the court which disposed of the matter for clarification of the order instead of the court exercising contempt jurisdiction taking upon itself the power to decide the original proceeding in a Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 36 | 41 manner not dealt with by the court passing the judgment or order. If this limitation is borne in mind then criticisms which are sometimes levelled against the courts exercising contempt of court jurisdiction "that it has exceeded its powers in granting substantive relief and issuing a direction regarding the same without proper adjudication of the dispute" in its entirety can be avoided. This will also avoid multiplicity of proceedings because the party which is prejudicially affected by the judgment or order passed in the contempt proceeding and granting relief and issuing fresh directions is likely to challenge that order and that may give rise to another round of litigation arising from a proceeding which is intended to maintain the majesty and image of courts.' ***
26. Thus understood, we find force in the explanation offered by the respondent that as per its bona fide understanding, there was no outstanding dues payable to the petitioner. Moreover, as observed [Sagu Dreamland (P) Ltd. v. Jingal Bell Amusement Park (P) Ltd., 2019 SCC OnLine Del 6720] by the High Court, these aspects could be answered by the executing court if the parties pursue their claim(s) before it in that regard. Suffice it to observe that it is not a case of intentional violation or wilful disobedience of the order passed by this Court to initiate contempt action against the respondent. Instead, we hold that it would be open to the parties to pursue their claim(s) in execution proceedings or any other proceedings, as may be permissible in law in respect of the issue(s) under consideration. In such proceedings, all aspects can be considered by the forum/court concerned on merits in accordance with law. We say no more.
Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 37 | 41
27. Reverting to the allegation about damage caused to the suit property by the respondent at the time of vacating the same, in our opinion, the respondent has made out a formidable case that it did not cause any damage, much less permanent damage to the structure in the suit property. Whereas, the petitioner was relying on photographs concerning the debris on the site left behind at the time of vacating the suit property. The debris cannot cause damage and it is certainly not a case of defacement of the suit property. That position is reinforced from the fact that the water park in the suit premises was started and became fully functional within 2-3 months. Viewed thus, it is rightly urged that it can be safely assumed that no damage was caused by the respondent to the structure in question. Minor repairs required to be carried out by the petitioner for making the water park functional cannot be painted as intentional disobedience of the order of this Court. In any case, that being a complex question of fact, need not be adjudicated in the contempt proceedings. We leave it open to the petitioner to pursue even that claim in execution proceedings or such other proceedings as may be permissible in law. We may not be understood to have expressed any final opinion in respect of condition of the suit premises, whilst handing over possession to the petitioner. We hold that even this issue under consideration does not warrant initiation of contempt action against the respondent."
12. In light of the aforesaid discussion, we accordingly set aside the order passed by the High Court on 23-10-2009 in Assam Roller Flour Mills Assn. v. Debeswar Bora [Assam Roller Flour Mills Assn. v. Debeswar Bora, Contempt Case No. 401 of 2008, order dated 23-10-2009 Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 38 | 41 (Gau)] . Consequently, the appeal filed by Appellants 2 to 4 stands allowed. No costs."
(Emphasis Supplied) This Judgment makes very clear that :-
(i) Contempt should be by wilful disobedience of the order of the court.
(ii) The word 'wilful' introduces a mental element and hence requires looking into the mind of the Contemnor by gauging his actions.
(iii) Knowledge acquires substantial importance qua contempt order.
(iv) The act should be deliberate, conscious and intentional.
(v) It is required to be proved beyond reasonable doubts since the proceedings are quasi-criminal in nature.
(vi) While dealing with contempt petition, the court is not expected to conduct a roving inquiry and go beyond the very judgment which was allegedly violated and this is required to be applied with more vigour when disputed questions of facts are involved.
(vii) If two interpretations are possible and if the action is not contumacious, contempt proceeding would not be maintainable.
(viii) The weapon of contempt is not to be used in abundance or misused and cannot be used for execution of the decree or implementation of an order for which alternative remedy in law is provided for.
Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 39 | 41
(ix) If the judgment or order does not contain any specific direction regarding a matter or if there is any ambiguity in the direction issued therein then it would be better to parties to approach to the court which disposed off the matter for clarification of the order instead of court exercising contempt jurisdiction. Above ratios have been summarised in order to understand the present appeal before us. None of the above principles are found to be applicable in the factual matrix of the Contempt Case before us.
As already observed in previous paragraphs the three orders cited by the complainants were in different context and not for alleged violation or breach as made out in Contempt Case No. 13 of 2023. Therefore, the Contempt Case has not been made out.
43. In view of detailed examination including the judgment cited by both the parties, we do not find any alleged contempt and contempt case devoid of any merit(s) is dismissed. We make it abundantly clear that we have not gone into the main matter CA (AT) No. 65 of 2019, through this Contempt Case No. 13 of 2023 and the main appeal, which is being heard separately by this Appellate Tribunal and shall be dealt accordingly in due course. Therefore, the above findings recorded shall confine to only present contempt case and should not be treated as expression of any opinion on merits or demerits of the appeal CA (AT) No. 65 of 2019 pending before us.
Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 40 | 41
44. The Contempt Case No. 13 of 2023 is disposed off accordingly. No costs.
[Justice Rakesh Kumar Jain] Member (Judicial) [Naresh Salecha] Member (Technical) Sim Contempt Case (AT) No. 13 of 2023 in Company Appeal (AT) No. 65 of 2019 Page 41 | 41