Shah Poddar Nihlani Organisers Pvt. Ltd vs. Niklesh Tirathdas Nihalani

ITEM NO.3+72 Court 15 (Video Conferencing) SECTION XVII

S U P R E M E C O U R T O F I N D I A RECORD OF PROCEEDINGS

Civil Appeal No(s). 5890/2021

SANJAY PODDAR & ORS. Appellant(s)

VERSUS

NIKLESH TIRATHDAS NIHALANI & ORS. Respondent(s)

(IA No.121344/2021-EXEMPTION FROM FILING C/C OF THE IMPUGNED JUDGMENT and IA No.121342/2021-STAY APPLICATION and IA No.121345/2021-EXEMPTION FROM FILING O.T.)

WITH

C.A. No. 5133/2021

(IA No.111316/2021-EXEMPTION FROM FILING C/C OF THE IMPUGNED JUDGMENT and IA No.111315/2021-STAY APPLICATION)

Date : 22-10-2021 These appeals were called on for hearing today.

CORAM :

HON'BLE MR. JUSTICE DINESH MAHESHWARI HON'BLE MR. JUSTICE VIKRAM NATH

For Appellant(s) Mr. Mishra Saurabh, AOR

Mr. Siddharth Bhatnagar, Sr. Adv. Mr. Mishra Saurabh, AOR Mr. Aditya Sidhra, Adv. Mr. Nadeem Afroz, Adv. Ms. Pracheta Kar, Adv. Mr. Sajal Singhai, Adv.

Mr. Vikas Singh, Sr. Adv. Ms. Vanshaja Shukla, AOR

For Respondent(s) Mr. Sanchit Garga, AOR Mr. Mansuymer Singh, Adv.

UPON hearing the counsel the Court made the following O R D E R

The applications seeking exemption from filing certified copy of the impugned order dated 02.08.2021 and official translation of Annexures P-6 to P-10 are allowed.

Having heard learned counsel for the appellants and the caveator, we are satisfied that in these appeals under Section 423 of the Companies Act, 2013, the following questions of law do arise out of the order impugned:-

1. As to whether the Appellate Tribunal (NCLAT) has erred in reversing the common judgment and order dated 03.08.2020 passed by the Adjudicating Authority (NCLT, Ahmedabad Bench) in Company Appeal No.34 of 2017 and Company Petition No.24 of 2018 without dealing and meeting with the reasonings of the Adjudicating Authority?

2. Whether Article 13 of the original Articles of Association of the subject company (respondent No.2 herein) provided any pre-emptive right to the existing shareholders to purchase the shares of the company; and as to whether the Appellate Tribunal has misconstrued the said Article 13?

3. As to whether the Appellate Tribunal has erred in not examining the overall scheme of transfer and transmission of shares of the subject company, as contained in Articles 13 to 19 of the original Articles of Association?

4. As to whether the Appellate Tribunal has erred in not considering that transfer of the shares in question to the appellants did not affect the shareholding of respondent No.1?

5. As to whether Company Appeal No.34 of 2017, as filed by the present respondent No.1, was barred by limitation?

6. As to whether any case of oppression and mismanagement is made out in terms of Sections 241 and 242 of the Companies Act,

2

2013?

Admit.

Issue notice.

Learned counsel, Mr. Sanchit Garga accepts notice for the caveator/respondent No.1. Notice be issued to the unrepresented respondents, returnable in four weeks.

In the meanwhile and until further orders, operation and effect of the impugned judgment and order dated 02.08.2021, as passed by NCLAT in Company Appeal (AT) No.167 of 2020, shall remain stayed.

COURT MASTER (SH) BRANCH OFFICER

(TUSHAR BISHT) (RAM SUBHAG SINGH)