National Company Law Appellate Tribunal
Harsh Singh vs Union Of India on 16 June, 2025
NATIONAL COMPANY LAW APPELLATE TRIBUNAL
PRINCIPAL BENCH, NEW DELHI
Comp. App. (AT) No. 135 of 2025
IN THE MATTER OF:
Harsh Singh ...Appellant
Versus
Union of India & Ors. ...Respondents
Present:
For Appellant : Mr. Ratnanko Banerjee, Sr. Advocate along with
Mr. Rajat Joneja, Mr. Arpit Dwivedi, Mr. anikesh
Brahma, Advocates.
For Respondents : Mr. G.C. Yadav, Mr. Vinod Sharma, Mr. Sanjay
Kumar Gupta & Dr. Kishorkumar Devarwade,
Advocates.
Mr. Durga Dutt & Mr. Pradeep Yadav, for Union of
India.
ORDER
(Hybrid Mode) [Per : Justice Mohammad Faiz Alam Khan (Oral)] 16.06.2025 Heard Shri Ratnanko Banerjee, Learned Sr. Advocate for the Appellant and Shri Durga Dutt Counsel for the Respondent. Perused the record.
2. Learned Counsel for the Appellant while drawing the attention of this bench towards the Impugned Order passed by the Tribunal submits that without according any opportunity of being heard to the Appellant the Impugned Order has been passed and harsh directions have been issued, while Appellant was only an independent director and may not be held responsible for the decisions, which might have been taken by the Board of Directors of that company.
3. In order to buttress his submission, Learned Counsel for the Appellant has also drawn attention of this bench towards Sub-section 12 of Page | 1 Section 149 of the Companies Act, 2013 as well as to the law laid down by the Hon'ble Supreme Court in Neera Saggi vs. Union of India reported in (2023) 16 SCC 453 and V. Selvaraj vs. Reserve Bank of India reported in (2019) SCC OnLine Mad 38930. Reference has also been given of the Circular dated 02.03.2020 issued by the Ministry of Corporate Affairs in order to show that it was not permissible to the Tribunal to have passed such harsh directions without providing opportunity of being heard to the Appellant, more so, when the Appellant is a Practising Advocate.
4. Learned Counsel for the Union of India submits that the order has been passed as an ad-interim measure, having regard to the investigation which was being carried out by the Central Government under Section 210 & 219 of the Companies Act, 2013 and it is with regard to the facts which have surfaced in such investigation an application has been moved before the Tribunal and keeping in view the urgency and the nature of facts investigated, the Impugned Order has been passed ad-interimly.
5. It is also submitted that in the same matter similarly situated Respondents have approached this Appellate Tribunal by filing Comp. App. (AT) No. 127 of 2025 & Comp. App. (AT) No. 128 of 2025 and vide order dated 04.06.2025 they were directed to appear before the Tribunal with further directions to treat the appeal filed before this Appellate Tribunal as their objections and with these directions, the appeals were finally disposed of.
6. Having heard Counsel for the Parties and perused the record, it is transpired that the investigation was started by the Central Government under Section 210 & 219 of the Companies Act, 2013 against the Page | 2 Respondent No. 2 i.e., Gensol Engineering Limited and some other companies and also against their Erstwhile Directors and employees. Appellant is stated to be the Independent Director of one of such company.
7. During the course of investigations certain facts appears to have been investigated and on that basis an application has moved by the Union of India before the Tribunal, resulting in passing of the Impugned Order. Admittedly, the Impugned Order was passed without affording an opportunity of being heard to the Appellant, keeping in view the urgency which has been shown by the Union of India before the Tribunal.
8. We have perused the petition filed by the Union of India before the Tribunal and have found that categorical allegations of grave nature have been levelled therein. Relevant paragraphs of the application of the Union of India presented before the Tribunal, for the ready reference, is being reproduced as under :-
"2.*** Also, Respondent No 2 to 06 are the Companies Ordered for Investigation along with Respondent No.1 under the provisions of Section 210 of the Companies Act, 2013 by the Central Government. Respondent No. 07-17 are the Companies Ordered for Investigation under the provisions of Section 219 the Companies Act, 2013 as solicited by the Inspector's appointed under Section 210 of the Companies Act, 2013 and Respondent No. 18-37 are the present or erstwhile Director's as well as Key Managerial Personnel, Chartered Accountant, Company Secretary, and other relevant concerned of the Respondent No. 1 i.e. Gensol Engineering Limited. Ministry has ordered for investigation under Section 210 & 219 of the Companies Act, 2013 vide order No. CL-11-03-120/2025- O/o DGCoA-MCA dated 28.04. 2025 for Respondent No. 1 to 6 and vide order No. CL-Il-03-120/2025-O/o DGCoA- MCA dated 15.05.2025 for Respondent No. 7 to 17. A copy of both orders dated 28.04.2025 & 15.05.2025 is annexed as Annexure- A3 (colly)."
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9. The name of the Appellant is emerging in the petition as Respondent No. 29.
10. It is to be recalled that any ad-interim or to say interim order passed by any tribunal or court may very well be set aside, modified and confirmed, if the aggrieved party appears and submits himself/ itself to the said court or the tribunal and shows that the order in the facts and circumstances, should not have been passed.
11. During the course of dictation of the order, it is informed by Learned Counsel for the Appellant that the Appellant in fact has now appeared before the Tribunal but he has not filed any objections to the interim stay application.
12. During the course of submissions, Learned Counsel for the Respondent No. 1/ Union of India has provided copy of an order passed by the Tribunal on 12.06.2025 and the same is taken on record which is also reproduced below as under :-
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13. The Appellant himself has provided the order of coordinate bench of this Court passed in Comp. App. (AT) No. 127 of 2025 & Comp. App. (AT) No. 128 of 2025 on 04.06.2025, wherein the Appellant Companies have been directed to approach the Tribunal with a consequential direction to the Tribunal to pass appropriate order after considering their objections.
14. Keeping in view all the facts and circumstances of this case and the importance of this matter as shown by the Union of India before the Tribunal, we are not inclined to interfere in the impugned ad-interim order passed by the tribunal. However, as the Impugned Order is purely of ad- interim nature and the Appellant has already appeared before the tribunal, Page | 12 the Appellant would be at liberty to file objections pertaining to the stay application or for vacation of ad interim / Impugned Order within a very short period to say withing two days and if such application and objections are filed the Tribunal would consider the same and pass a reasoned order.
15. Thus, the instant appeal filed by the Appellant is finally disposed of with a direction that the Appellant who has already appeared before the Tribunal may submits its objection to the interim stay application or may file a stay vacation application within two days from today taking all the grounds which have been taken before this Tribunal, as we have been informed that the next date before the Tribunal is fixed as 19.06.2025.
15. If such application/ objections is filed, during the time stipulated herein above, the Tribunal would be under an obligation to dispose of the same strictly in accordance with law after providing an opportunity of being heard to the concerned parties.
16. I.A., if any, are Closed.
[Justice Mohammad Faiz Alam Khan] Member (Judicial) [Mr. Naresh Salecha] Member (Technical) Sim/RR Page | 13