The Calcutta Cricket & Football Club vs Karan Singh Grewal on 8 August, 2025

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National Company Law Appellate Tribunal

The Calcutta Cricket & Football Club vs Karan Singh Grewal on 8 August, 2025

This Appeal under Section 421 of the Companies Act, 2013 (hereinafter referred to as the "Act") has been filed challenging the order dated 03.01.2025 passed by National Company Law Tribunal, Kolkata Bench, (Court No.I), Kolkata in IA No.225 of 2024 in Company Petition No.287 of 2023. By the impugned order, NCLT has issued various directions. Aggrieved by which order this Appeal has been filed by the Calcutta Cricket & Football Club.

2. Brief facts necessary to be noticed for deciding the Appeal are: Company Appeal (AT) No.10 of 2025 1

(i) The Appellant - Calcutta Cricket & Football Club was established in the year 1876. The Appellant has 1880 Members. The Appellant is a registered company under Section 8 of the Companies Act, 2013.

(ii) The four Members of the Club including Respondent Nos.1, 2 and 3 to this Appeal, filed a Company Petition under Section 97, 213, 241, 242 and 244 of the Companies Act, 2013 (hereinafter referred to as the "Act") in October 2023. The Company Petition having not been filed by requisite number of Members, i.e. by 1/5th of total number of Members, an application was filed to waive the requirement as per Section 244 of the Act. The application of waiver being I.A. (CA) No.183/KB/2023 was allowed by NCLT vide order dated 17.01.2024. Against which order a Company Appeal (AT) No.56 of 2024 was filed in this Tribunal by challenging the order dated 17.01.2024.

(iii) The Appellant issued as notice dated 07.09.2024 for conducting the election for the year 2024-25. In an Annual General Meeting, Election Officer and a team of Scrutinizers was appointed to conduct the election and 30.09.2024 was fixed for voting. Election was held on 30.09.2024, in which Respondent Nos.1 and 2 also participated. Election results were declared and Office bearers, elected in election dated 30.09.2024, took charge.

Company Appeal (AT) No.10 of 2025 2

(iv) On 03.12.2024, Respondent Nos.1, 2 and 3 filed IA No.225 of 2024 praying for various reliefs, pertaining to election regarding scrutinization of the election conducted on 30.9.2024. The said application was listed for the first time before the NCLT on 09.12.2024. The NCLT heard the parties on 09.12.2024 on the application and granted one week's time to file reply and reserved the orders. The order dated 03.01.2025 was passed on IA No.225 of 2024 issuing various directions.

(v) Challenging the order dated 03.01.2025, this Appeal has been filed on 07.01.2025. An interim order was passed by this Tribunal on 13.01.2025, by which order, this Tribunal issued directions to seal the ballot boxes and further directed the Scrutinizer not to act till next date of hearing. The interim order has been continued from time to time. The Appeal has been heard by this Tribunal on 05.08.2025.

3. We have heard Shri Gaurav Mitra, learned Counsel appearing for the Appellant and Shri Vimal Kirti, learned Counsel appearing for the Respondents.

4. Shri Gaurav Mitra, learned Senior Counsel for the Appellant submits that order dated 03.01.2025 passed by NCLT, Kolkata is an unreasoned order passed in violation of principles of natural justice. It is submitted that the entire order indicates that the Adjudicating Authority has noted facts of the application and contention of both the parties and Company Appeal (AT) No.10 of 2025 3 without giving any reason and without recording of even prima facie satisfaction regarding the allegations made in the application, issued directions, which directions amount to allowing the application. The NCLT has not given any reason for passing the order. The order being without reason. deserves to be set aside on this ground. It is submitted that 09.12.2024 was the first date when the application was listed and NCLT neither issued notice on the application, nor gave opportunity to the Appellant to bring on record any reply to the application. Although, on 09.12.2024, one week's time was allowed to file the reply to the Appellant, but on 09.12.2024 itself, the order was reserved, which clearly indicates that permitting filing of reply was only an eyewash. Thus, the order impugned has been passed in violation of principles of natural justice. It is submitted that the petition for oppression and mismanagement has been filed by only four Members, in which although the waiver was granted by the NCLT, against which order, Appeal filed in this tribunal was also dismissed. But in Civil Appeal No.6604 of 2025 filed against the order of this Tribunal, the Hon'ble Supreme Court has initially passed an interim order on 19.05.2025 that no final order shall be passed in Company Petition. However, by a subsequent order on 18.07.2025, the Hon'ble Supreme Court has directed that NCLT shall not proceed further with the Company Petition till the next date of hearing. It is submitted that however, order impugned, which was passed on 03.01.2025 needs to be examined on merits as the said order was passed prior to interim order by the Hon'ble Supreme Court on 19.05.2025. It is submitted that Company Appeal (AT) No.10 of 2025 4 initially the Company Petition was filed by four persons, out of which only three filed the IA No.225 of 2024 and out of three, one has expressed during hearing that he wants to withdraw from the application. Thus, only two Members, i.e. Respondent Nos.1 and 2 have been pursuing IA No.225 of 2024. It is submitted that in a Club of 1880 Member, only four Members have filed the Company Petition and IA No.225 of 2024 was filed by only two persons. It is submitted that in the election held on 30.09.2024, Respondent Nos.1 and 2 participated and even they were asked to give names for Observers, which they had provided. Respondent Nos.1 and 2 having participated in the election, they had no jurisdiction to file the application. It is further submitted that election was held on 30.09.2024 and result was declared. The Office bearers took charge, and the application has been filed more than two months thereafter as an afterthought to create hurdles. It is submitted that the prayers in the application were not maintainable, since they were beyond the scope of Company Petition.

5. Learned Counsel appearing for the Respondents refuting the submission of the Appellant, submits that a little background is necessary to consider the reason for filing of the Company Petition and IA No.225 of 2024. Learned Counsel for the Respondents submitted that in all earlier elections, a Senior Advocate of the Calcutta High Court used to be appointed as Scrutinizer in the election, but for this election, for which notice was issued on 07.09.2024, a Senior Advocate of Calcutta High Court was not appointed as Scrutinizer. It is submitted that mere fact Company Appeal (AT) No.10 of 2025 5 that Respondent Nos.1 and 2 participated in the election, cannot be a reason for precluding them to file an application challenging the conduct of the election. The Respondents endeavour was to keep the election papers, including ballot boxes safe for ultimate scrutiny, if necessary, in the Company Petition. It is submitted that the submission of the Appellant that no opportunity was given to it while passing the order dated 03.01.2025, is incorrect as learned Senior Counsel appearing for the Appellant was heard on 09.12.2024 and they also filed a written submission, which is part of the record. Full opportunity was given to the Appellant before passing the order. It is submitted that IA No.225 of 2024 contains detailed averments challenging the credibility of the appointment and report of the Scrutinizer. No adverse inclusion can be drawn against the answering Respondents for challenging the election result, after illegal results were declared. It is submitted that by interim order dated 13.01.2025 passed in this Appeal, this Tribunal has also directed for preserving the ballot boxes, so as to keeping it safe for final adjudication of the Company Petition. It is submitted that mere lack of issuance of formal notice in IA No.225 of 2024, is not failure of natural justice and the Appellant having been submitted written submissions, the principles of natural justice were complied. Learned Counsel for the Respondents has supported the impugned order.

6. We have considered the submissions of learned Counsel for the parties and have perused the records.

Company Appeal (AT) No.10 of 2025 6

7. As noted above, the Company Petition was filed by four Members of the Appellant's Club, out of 1880 Members. An application was also filed by the Company Petitioners, praying for waiver under the Proviso to Section 244, sub-section (1), which waiver was granted by the NCLT vide its order dated 17.01.2024 against which an Appeal being Company Appeal (AT) No.56 of 2024 was filed in this Tribunal, which was dismissed and challenge to the order passed by NCLT and NCLAT is raised in Civil Appeal No.6604 of 2025. In the Civil Appeal, initially an interim order was passed by the Hon'ble Supreme Court on 19.05.2025 directing that the proceedings in the Company Petition may continue, but no final order shall be passed. However, by a subsequent order dated 18.07.2025, the Hon'ble Supreme Court passed following interim order:

"1. Appeals are admitted for hearing.

2. Learned counsel for the respondent(s) prays for and is allowed two weeks' time to file counter affidavit.

3. List this matter for hearing on 06.08.2025.

4. In the meantime, in modification to this Court's earlier order dated 19.05.2025, it is hereby directed that the National Company Law Tribunal (NCLT) shall not proceed further with the company petition till the next date of hearing."

8. The present Appeal has been filed against an order dated 03.01.2025, which was passed much before the above interim order, hence, the present Appeal needs to be decided on merits.

9. IA No.225 of 2024 was filed by Respondent Nos.1 and 2 in C.P.No.287 of 2023, which was filed by four Members of the Club alleging Company Appeal (AT) No.10 of 2025 7 oppression and mismanagement, which Company Petition is still pending consideration. During the pendency of the Company Petition, notice for holding fresh election was issued on 07.09.2024. The said notice provided for voting on 30.09.2024. The notice mentions appointment of Election Officer by General Committee, which was also to be assisted by team of Scrutinizer for conduct of election. It is admitted by both the parties that election was conducted on 30.09.2024; the elected Members took charge and are functioning, the Respondent Nos.1 and 2 also participated in the election. It was on 03.12.2024 that IA No.225 of 2024 was filed by the Respondents. Prayers made in the IA has been quoted in paragraph 3 of the impugned order, which are as follows:

"a) A fit and proper person be appointed as Receiver/ Special Officer/ Scrutiniser for the purpose of scrutiny of the results of the elections held on September 30, 2024 convened by the notice dated September 7, 2024 for the years 2024-2025 and the Receiver/ Special Officer/ Scrutiniser be directed to prepare and submit a report before this Hon'ble Tribunal after circulation of copies thereof to the parties;

b) A direction be made upon Central Depository Services Limited [CDSL] of Kolkata to make over the election results for the respondent no. 1 held September 28, 2024 to September 30, 2024 to the Receiver/ Special Officer/ Scrutiniser appointed by the Hon'ble Tribunal forthwith upon communication of this order;

c) A direction also be made upon the Receiver/ Special Officer/ Scrutiniser to scrutinise the results of the manual voting conducted at the election of the respondent no. 1 held on September 30, 2024 and to submit a report before the Hon'ble Tribunal;

Company Appeal (AT) No.10 of 2025 8

d) An order of injunction be passed restraining the respondents from taking any coercive measures or action or from proceeding against the petitioners in any form or manner whatsoever;

e) In the event, it is ascertained that the results of the elections held on September 28, 2024 to September 30, 2024 for the respondent no. 1 for the year 2024-2025 have been incorrectly declared, the same be set aside and appropriate directions for reelection or re-counting of votes be passed upon the respondent no. 1;

             f)     Ad interim orders in terms of prayer above;

             g)     Such further and/or other order or orders be passed,

direction or directions be given as Your Lordships may deem fit and proper"

10. In paragraph 4 of the impugned order, the NCLT has noted the facts of the case and submission of the Applicant as well as submission of the Appellant.

11. The first submission, which has been advanced by learned Counsel for the Appellant is that NCLT order does not contain any reason, hence deserves to be set aside on this ground alone. We, thus, need to examine the submission as to whether the impugned order dated 03.01.2025 contains any reason for passing the order. In the impugned order, upto paragraph 4.22, only the facts and submissions of the parties have been noticed. The entire order of the NCLT from paragraph 4.23 to paragraph 5 is as follows:

"4.23 We have heard the Ld. Sr. Counsels appearing for the parties in the matter.

Company Appeal (AT) No.10 of 2025 9

4.24 In view of the fact that the applicant has reasons to believe that there has been manipulation in the results and the allegations if proved would amount to mismanagement of the company/ club in question by the present management it would only be fair if an independent scrutiniser is appointed to count the votes once again.

5. Analysis and findings :

(1) Accordingly, we appoint Mr. Mohan Ram Goenka, CS. as scrutiniser for the purpose of a fair scrutiny of the results of the elections held on September 30, 2024 convened by notice dated September 7, 2024 for the year 2024- 2025.

(2) We further direct, that the special officer/ scrutiniser shall prepare and submit a report before this Tribunal after circulation of copies to the parties.

(3) For the purpose we direct the Central Depository Services Limited (CDSL) to make over the election results for the respondent club held on 28th September, 2024 to 30th September 2024 to the Special Officer/ Scrutiniser/ appointed today within one week of uploading of this Order.

(4) The Special Officer/ Scrutiniser to scrutinise the results of the manual voting conducted at the elections held on 30th September 2024 and submit a report before this Tribunal within a period of four weeks.

(5) The CDSL will be served with a copy of this Order, and respondent shall be at liberty to file their Reply-Affidavit before the next date of hearing. (6) List this matter for consideration on 27.01.2025."

12. The above order dated 03.01.2025 indicates that in paragraph 4.23, NCLT recorded that it has heard learned Counsel appearing for the parties and in paragraph 4.24 following has been observed:

"4.24 In view of the fact that the applicant has reasons to believe that there has been manipulation in the results and the allegations Company Appeal (AT) No.10 of 2025 10 if proved would amount to mismanagement of the company/ club in question by the present management it would only be fair if an independent scrutiniser is appointed to count the votes once again."

13. The above paragraph indicates that what is recorded is that the Applicant has reasons to believe that there has been manipulation in the result and the allegations if proved would amount to mismanagement of the Company/ Club. The above paragraph does not indicate that NCLT has given any reason or its prima facie satisfaction for passing an order in IA No.225 of 2024, which was filed two months after conduct of the election and after election result was announced and Office bearers assumed charge. The submission that the Applicant has reasons to believe, cannot substitute the requirement of giving reasons by a Court for passing an order on the application, that too, in election of a Club. As noted above, paragraph 5, which contains heading 'Analysis and findings', all sub-paragraph of paragraph 5.1 to paragraph 5.6 are only directions and the heading 'Analysis and findings', which is mentioned in paragraph 5, is misleading. Neither there is analysis, nor there are any findings in paragraph 5. The above order, thus, clearly indicates that neither any reason, nor even a conclusion of the NCLT was recorded for passing directions as contained in the impugned order. The copy of the notice dated 07.09.2024 has been brought on the record by the Club, by which election has been announced, which indicate that a team of Scrutinizer was appointed to assist the Election Officer. Thus, the present is a case Company Appeal (AT) No.10 of 2025 11 where Scrutinizer was already appointed and the Scrutinizer report dated 01.10.2024 of voting by physical ballot is on record.

14. The requirement of giving reasons in an order passed by a Court or Tribunal is a settled position of law. For passing any order by a Court or Tribunal, reasons are to be contained in the order. Reasons are soul and heart of the order and when order does not disclose any reasons, neither the litigant nor the Appellate Court can know as to what was the reason for passing the order. Requirement of reasons in an order has been insisted time and again. We may refer in this context judgment of the Hon'ble Supreme Court in (2010) 9 SCC 496 - Kranti Associates Pvt. Ltd. and Anr. vs. Masood Ahmed Khan and Ors. The Hon'ble Supreme Court in the said judgment referring to its earlier judgment, where it held that one of the attributes of quasi-judicial functioning is the recording of reasons in support of the decisions taken and the other requirement is following the principles of natural justice. The Hon'ble Supreme Court in the above case relied on its another judgment where it has held that reasons are the links between the materials on which certain conclusions are based and the actual conclusions. It is useful to extract paragraphs 27 and 28 of the judgment, which are as follows:

"27. In Rama Varma Bharathan Thampuram v. State of Kerala [(1979) 4 SCC 782 : AIR 1979 SC 1918] V.R. Krishna Iyer, J. speaking for a three-Judge Bench held that the functioning of the Board was quasi-judicial in character. One of the attributes of quasi-judicial functioning is the recording of reasons in support of decisions taken and the other requirement is following the principles of natural justice. The learned Judge held that natural Company Appeal (AT) No.10 of 2025 12 justice requires reasons to be written for the conclusions made (see SCC p. 788, para 14 : AIR p. 1922, para 14).

28. In Gurdial Singh Fijji v. State of Punjab [(1979) 2 SCC 368 :

1979 SCC (L&S) 197] this Court, dealing with a service matter, relying on the ratio in Capoor [(1973) 2 SCC 836 : 1974 SCC (L&S) 5 : AIR 1974 SC 87] , held that "rubber-stamp reason" is not enough and virtually quoted the observation in Capoor [(1973) 2 SCC 836 : 1974 SCC (L&S) 5 : AIR 1974 SC 87] to the extent that :

(Capoor case [(1973) 2 SCC 836 : 1974 SCC (L&S) 5 : AIR 1974 SC 87] , SCC p. 854, para 28)

"28. ... Reasons are the links between the materials on which certain conclusions are based and the actual conclusions." (See AIR p. 377, para 18.)."

15. The Hon'ble Supreme Court in the above case further relied on its earlier judgment in (1984) 1 SCC 141 - M/s Bombay Oil Industries Pvt. Ltd. vs. Union of India and Ors. and held following in paragraph 31:

"31. In Bombay Oil Industries (P) Ltd. v. Union of India [(1984) 1 SCC 141 : AIR 1984 SC 160] this Court held that while disposing of applications under the Monopolies and Restrictive Trade Practices Act the duty of the Government is to give reasons for its order. This Court made it very clear that the faith of the people in administrative tribunals can be sustained only if the tribunals act fairly and dispose of the matters before them by well-considered orders. In saying so, this Court relied on its previous decisions in Capoor [(1973) 2 SCC 836 : 1974 SCC (L&S) 5 : AIR 1974 SC 87] and Siemens Engg. [(1976) 2 SCC 981 : AIR 1976 SC 1785] discussed above."

16. In paragraph 47, the Hon'ble Supreme Court summarizing the discussion laid down following:

47. Summarising the above discussion, this Court holds:

Company Appeal (AT) No.10 of 2025 13

(a) In India the judicial trend has always been to record reasons, even in administrative decisions, if such decisions affect anyone prejudicially.

(b) A quasi-judicial authority must record reasons in support of its conclusions.

(c) Insistence on recording of reasons is meant to serve the wider principle of justice that justice must not only be done it must also appear to be done as well.

(d) Recording of reasons also operates as a valid restraint on any possible arbitrary exercise of judicial and quasi-judicial or even administrative power.

(e) Reasons reassure that discretion has been exercised by the decision-maker on relevant grounds and by disregarding extraneous considerations.

(f) Reasons have virtually become as indispensable a component of a decision-making process as observing principles of natural justice by judicial, quasi-judicial and even by administrative bodies.

(g) Reasons facilitate the process of judicial review by superior courts.

(h) The ongoing judicial trend in all countries committed to rule of law and constitutional governance is in favour of reasoned decisions based on relevant facts. This is virtually the lifeblood of judicial decision-making justifying the principle that reason is the soul of justice.

(i) Judicial or even quasi-judicial opinions these days can be as different as the judges and authorities who deliver them.

All these decisions serve one common purpose which is to demonstrate by reason that the relevant factors have been objectively considered. This is important for sustaining the litigants' faith in the justice delivery system.

(j) Insistence on reason is a requirement for both judicial accountability and transparency.

Company Appeal (AT) No.10 of 2025 14

(k) If a judge or a quasi-judicial authority is not candid enough about his/her decision-making process then it is impossible to know whether the person deciding is faithful to the doctrine of precedent or to principles of incrementalism.

(l) Reasons in support of decisions must be cogent, clear and succinct. A pretence of reasons or "rubber-stamp reasons" is not to be equated with a valid decision-making process.

(m) It cannot be doubted that transparency is the sine qua non of restraint on abuse of judicial powers. Transparency in decision-making not only makes the judges and decision- makers less prone to errors but also makes them subject to broader scrutiny. (See David Shapiro in Defence of Judicial Candor [(1987) 100 Harvard Law Review 731-37] .)

(n) Since the requirement to record reasons emanates from the broad doctrine of fairness in decision-making, the said requirement is now virtually a component of human rights and was considered part of Strasbourg Jurisprudence. See Ruiz Torija v. Spain [(1994) 19 EHRR 553] EHRR, at 562 para 29 and Anya v. University of Oxford [2001 EWCA Civ 405 (CA)] , wherein the Court referred to Article 6 of the European Convention of Human Rights which requires, "adequate and intelligent reasons must be given for judicial decisions".

(o) In all common law jurisdictions judgments play a vital role in setting up precedents for the future. Therefore, for development of law, requirement of giving reasons for the decision is of the essence and is virtually a part of "due process".

17. We, thus, are satisfied that the order passed by NCLT being an unreasoned order, deserves to be set aside on this ground alone.

18. One other submission, which has been raised by learned Counsel for the Appellant is that order has been passed in violation of principles of Company Appeal (AT) No.10 of 2025 15 natural justice, since no ample opportunity was given to the Respondents to oppose the IA. Learned Counsel for the Appellant has referred to Rule 37 of NCLT Rules, 2016. Rule 37 provides that Tribunal shall issue notice to the Respondent to show cause against the application or petition. Rule 37 is as follows:

"37. Notice to Opposite Party.- (1) The Tribunal shall issue notice to the respondent to show cause against the application or petition on a date of hearing to be specified in the Notice. Such notice in Form No. NCLT.5 shall be accompanied by a copy of the application with supporting documents.

(2) If the respondent does not appear on the date specified in the notice in Form No. NCLT.5, the Tribunal, after according reasonable opportunity to the respondent, shall forthwith proceed ex-parte to dispose of the application.

(3) If the respondent contests to the notice received under sub-rule (1), it may, either in person or through an authorised representative, file a reply accompanied with an affidavit and along with copies of such documents on which it relies, with an advance service to the petitioner or applicant, to the Registry before the date of hearing and such reply and copies of documents shall form part of the record."

19. IA No.225 of 2024 was filed on 03.12.2024 and came for consideration before the NCLT on the first day on 09.12.2024. Admittedly, no notice was issued. Learned Counsel for the Appellant, who was Respondent in the IA, although was present on 09.12.2024, when NCLT passed following order:

"1. Ld. Sr. Counsel/Counsel for the parties present.

2. IA(COMPANIES.ACT)/225(KB)2024 Company Appeal (AT) No.10 of 2025 16 i. We have heard the Ld. Sr. Counsel/Counsel for the parties. Reply affidavit, if any, be filed within one week.

ii. Reserved for orders."

20. It is relevant to notice that on the first day when the application came on board, the orders were reserved. The order, although, mentions that reply affidavit, if any, be filed within one week. When the Court has reserved the order on 09.12.2024 itself, we fail to see any justification granting one week's time for filing the reply affidavit. Filing of reply affidavit was meaningless, since, even if, reply affidavit was filed, the parties had no opportunity to refer to reply or make any submissions. Orders having been reserved on 09.12.2024 itself, when opportunity was given to the party to file reply affidavit, opportunity should ought to have been afforded for making submissions on the basis of reply affidavit. Thus, opportunity, which was sought to be given to file reply affidavit on 09.12.2024 was an empty formality. It is true that in a case where both the parties agree and do not want to file any affidavits and advance submissions before the Court, the Court does not lack jurisdiction to hear the parties and decide the application on the same day. But granting of time to file reply indicates that parties have not dispensed with their right to file its reply or agreed to decide the application on the first day. The order impugned itself notice the various objections raised by the Appellant, which are noticed in paragraph 4.20. It is useful to notice paragraph 4.20, which contains the submission of the Appellant, which is as follows:

Company Appeal (AT) No.10 of 2025 17

"4.20 Per Contra, Ld. Sr. Counsel Mr. Ratnanko Banerji would submit that the present IA is not maintainable and this Tribunal should not go into these questions As the following standards:

(i) This IA is not maintainable.

(ii) NCLT will not go into this question.

(iii) Confidentiality of voting should not be exposed.

(iv) Having participated in the process the applicant cannot challenge the process itself to substantiate the stand of decision of the Hon'ble Apex Court in Anupal Singh and others Versus State of Utter Pradesh through principal secretary personality department and others reported in (2020) Volume 2 SCC 173 has been cited which is on a recruitment process in terms of UP Subordinate Agriculture Service Rules 1993.

(v) There has been a considerable delay in approaching this Tribunal since the results were declared in September and the application has been preferred in December."

21. When the Appellant has raised various objections to the application, which included maintainability of the application, each ground raised, required consideration by NCLT. The NCLT having not adverted to any ground, nor having given any reasons for its conclusion or directions, the order impugned is unsustainable.

22. Learned Counsel for the Appellant has placed reliance on a judgment passed by this Tribunal on Rule 37. He has referred to (2021) SCC OnLine NCLAT 6039 - Zee Entertainment Enterprises Ltd. vs. Invesco Developing Markets Fund and Ors., where this Tribunal has held that reasonable and sufficient opportunity should be given to the Appellants for filing a reply. In paragraphs 22 and 23, this Tribunal held as follows:

Company Appeal (AT) No.10 of 2025 18

"22. It is also important to mention that Rule 37 of NCLT Rules provides a grant for reasonable and sufficient time to file a reply/counter. Rule 37 of NCLT Rules, 2016 is quoted below for ready reference:

"37. Notice to Opposite Party.--(1) The Tribunal shall issue Notice to the respondent to show cause against the application or petition on a date of hearing to be specified in the Notice. Such Notice in Form No. NCLT. 5 shall be accompanied by a copy of the application with supporting documents.

(2) If the respondent does not appear on the date specified in the Notice in Form No. NCLT. 5, the Tribunal, after according reasonable opportunity to the respondent, shall forthwith proceed ex-parte to dispose of the application.

(3) If the respondent contests to the Notice received under sub-

rule (1), it may, either in person or through an authorised representative, file a reply accompanied with an affidavit and along with copies of such documents on which it relies, with an advance service to the Petitioner or applicant, to the Registry before the date of hearing and such reply and copies of documents shall form part of the record.

23. Therefore, it is clear that the Learned NCLT has committed an error in not granting reasonable and sufficient time for filing a reply, which is a complete violation of Rule 37 of NCLT Rules and Principles of Natural Justice.

Therefore, in the circumstances, as stated above, we are of the opinion that reasonable and sufficient opportunity should be given to the Appellants for filing a reply. After hearing both the parties, the Learned NCLT should proceed further. The appeal is disposed of accordingly--no order as to costs."

23. Another judgment relied by the learned Counsel for the Appellant is judgment of this Tribunal in Company Appeal (AT) (Ins.) No.464 of Company Appeal (AT) No.10 of 2025 19 2022 - Mr. Ashok Tiwari vs. DBS Bank Ltd. and Anr., where referring to Rule 37, this Tribunal held that having not granted reasonable opportunity to CD to file reply, there is violation of Rule 37. In paragraphs 14 and 15 of the judgment, following was laid down:

"14. The learned Senior Counsel for the Appellant has also placed reliance on a judgment of this Tribunal in Zee Entertainment enterprises Limited v. Invesco Developing Markets Fund and Ors. - Company Appeal (AT) No.121 of 2021 - (2021) 229 Company Cases, 13, where this Tribunal held that Rule 37 provides for grant of reasonable and sufficient time to file a reply. In the above case, the Adjudicating Authority has granted only two days' time to file a reply, which was held to be in violation of principles of natural justice. It is relevant to note paragraphs 22 and 23 of the judgment, which is to the following effect:

"22. It is also important to mention that Rule 37 of NCLT Rules provides a grant for reasonable and sufficient time to file a reply/counter. Rule 37 of NCLT Rules, 2016 is quoted below for ready reference:

"37. Notice to Opposite Party.--(1) The Tribunal shall issue Notice to the respondent to show cause against the application or petition on a date of hearing to be specified in the Notice. Such Notice in Form No. NCLT. 5 shall be accompanied by a copy of the application with supporting documents.

(2) If the respondent does not appear on the date specified in the Notice in Form No. NCLT. 5, the Tribunal, after according reasonable opportunity to the respondent, shall forthwith proceed ex-parte to dispose of the application.

(3) If the respondent contests to the Notice received under sub-rule (1), it may, either in person or through an authorised representative, file a reply accompanied with an affidavit and along with copies of such documents on which it relies, with an advance service to the Petitioner or applicant, to the Registry before the date of hearing and such reply and copies of documents shall form part of the record.

Therefore, in the circumstances, as stated above, we are of the opinion that reasonable and sufficient opportunity should be given to the Appellants for filing a reply. After hearing both the parties, the Learned NCLT should proceed Company Appeal (AT) No.10 of 2025 20 further. The appeal is disposed of accordingly--no order as to costs."

15. In view of the above, we find that Adjudicating Authority did not grant reasonable opportunity to the Corporate Debtor to file its reply as is envisaged by Rule 37 of the NCLT Rules and rejecting the request of the Corporate Debtor for time to file reply on the very first day of hearing is denial of principles of natural justice. We, thus, are of the view that order impugned cannot be sustained. However, we are of the view that Appellant - Corporate Debtor be allowed time to file a reply, so as to obviate any further delay in proceedings before the Adjudicating Authority. We, thus, allow two weeks' time to the Appellant to file a reply before the Adjudicating Authority. The Financial Creditor shall also be entitled to file its rejoinder within two weeks thereafter, if so advised."

24. Another judgment relied by learned Counsel for the Appellant, which needs to be noticed is the judgment in Company Appeal (AT) No. 229 of 2022 - I.D. Chugh & Ors. vs. Vikram Kapur & Ors., where while considering an order passed on the waiver under Section 244 (1) of the Companies Act, this Tribunal held that the order should be speaking and reasoned. In paragraph 19, following was held:

"19. ..... This approach of the Tribunal cannot be accepted at all because it goes against the very principle of natural justice that justice should not only be done but seems to have been done also. The deemed waiver, which has been granted, is nowhere provided in Section 244 of the Act rather the Act says that the Tribunal has to take a decision in regard to the merit of the application as to whether the waiter has to be given in respect of clause (a) and (b) of Section 244(1) and that order should not be arbitrary or capricious but should be speaking and reasoned. Since, the reasons are conspicuous by its absence in the order which has been passed in Para 8 of the impugned order, which goes to the root of the case because until and unless waiver is granted the petition shall not be considered as maintainable and no further order can be passed in it."

Company Appeal (AT) No.10 of 2025 21

25. In view of the above discussions, we are of the view that order dated 03.01.2025 is unsustainable and deserves to be set aside on the above grounds. Although, learned Counsel for the Appellant has raised various other submissions to question IA No.225 of 2024, we do not see it necessary to enter into any other submissions. The order impugned being an unreasoned order and the Appellant having not been given ample opportunity, as envisaged in Rule 37, order deserves to be set aside.

26. In result, the Appeal is allowed. Order dated 03.01.2025 is set aside. The interim order passed in this Appeal is discharged. The Appellant to take custody of the election materials, which was deposited in the NCLT in pursuance of the interim order. There shall be no order as to costs.

[Justice Ashok Bhushan] Chairperson [Barun Mitra] Member (Technical) NEW DELHI 8th August, 2025 Ashwani Company Appeal (AT) No.10 of 2025 22

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