Delhi High Court
Krishan Gupta vs Organic India Pvt. Ltd. & Ors. on 22 March, 2016
$~43
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.A(SB) 11/2016
KRISHAN GUPTA ..... Appellant
Through: Mr Kapil Sankhla, Ms Meghna Sankhla,
Ms Meghna De and Ms Pratiksha Chaturvedi,
Advs.
versus
ORGANIC INDIA PVT. LTD. & ORS. ..... Respondents
Through
CORAM:
HON'BLE MR. JUSTICE RAJIV SHAKDHER
ORDER
% 22.03.2016
CA 1076/2016 (Exemption)
1. Allowed subject to just exceptions.
CO.A.(SB) 11/2016 & CA 1075/2016
2. This is an appeal preferred against the order dated 24.02.2016, passed
by the Company Law Board (CLB). The certified copy of the impugned
order is appended as annexure P-1 at page 33 of the paper book. The said
order reads as follows:
"..... Ld. counsel for the Petitioner again requested for
some more time to file rejoinder. In the last order, it was made
clear that the rejoinder be filed and it was to be regarded as the
last opportunity. Let the rejoinder be now filed within two
weeks with a copy in advance to the counsel opposite.
However, the same shall be subject to payment of Rs. 5000/-
(Rupees Five Thousand only) as cost payable to the
respondent.
List on 31.03.2016 at 10.30 AM...."
3. At the outset, learned counsel for the appellant says that the other
version of the impugned order is at page 34 of the paper book, which, he
says, was obtained after the case file was inspected. The relevant part of the
order is extracted hereafter for the sake of convenience:
".....Application on behalf of the Petitioner under section
10(4c) (a) and (c) of the Companies Act, 1956 read with
regulation 24 and regulation 44 Company Law Board
Regulation, 1991 with order 11 Rule 14 Code of Civil procure
1908 for direct to Respondent No.1 to 5 for discovery and
production of the documents along with affidavit.
ORDER
Ld. Counsel for the Petitioner again requested for some more
time to file rejoinder. In the last order, it was made clear that
the rejoinder be filled and it was to be regarded as the last
opportunity. Let the rejoinder be now filed within two weeks
with a copy in advance to the counsel opposite. However, the
same shall be subject to payment of Rs. 5000/- [Rupees five
thousand only] as cost payable to the respondent.
List on 31.03.2016 at 10:30 AM..."
4. The only difference in the two orders, is that, in the second version of
the order, which is found at page 34 of the paper book, there is a paragraph
incorporated therein, which refers to an application filed under Section
10E(4C) (a) and (c) of the Companies Act, 1956 (in short the 1956 Act), read
with regulation 24 and 44 of the Company Law Board Regulations 1991, as
also, to Order 11 Rule 14 of the Code of Civil Procedure, 1908.
5. Learned counsel for the appellant is not able to tell me with,
specificity, as to whether the so called second version of the impugned order,
as placed on the file, had signatures appended to it. It is quite possible, that
second version of the impugned order was a draft order.
5.1 Be that as it may, the sum and substance of the submission
advanced by the learned counsel for the appellant is that the appellant
could not have been asked to file a rejoinder before the application filed by
the appellant was adjudicated upon by the CLB.
6. As indicated above, that application, to which reference is made in the
second version of the impugned order, is an application, whereby discovery
and production of certain documents is sought from the respondent. For this
purpose, learned counsel for the appellant has drawn my attention to
paragraph 8 of the said application. Accordingly, for the sake of
convenience, the averments made in the application with respect to the
documents whose discovery and production is sought, are extracted
hereinbelow:
".....a. The various Memorandum of Understandings and
Agreements referred by the Respondents in their reply with
reference to transfer of shares.
b. Details of all the property acquired by the Respondent No. 1
and the title document3 of the same and any permissions
granted by any government authority for the acquisition for the
some.
c. Valuation Report of the Shares of Respondent No. l
Company at the time of transfer of shares to Respondent No.5.
d. Agreement/Deeds/Transactions/Documents executed by or
between Respondent No. 1 and i5 and/or its shareholders and
directors for transfer of 40% shares of Respondent No. l to
Respondent No. 5..."
7. Based on the aforesaid, learned counsel for the appellant says, by way
of example, that the maintainability of the appellant's main petition filed
before the CLB is dependent on whether or not he meets the eligibility
criteria as prescribed under Section 399 of the 1956 Act. It is, therefore, the
submission of the learned counsel for the appellant that decision in the said
application is crucial to his case. It is thus, submitted, that time for filing
rejoinder was sought in this context.
8. According to me, the appellant has put the respondents to notice with
regard to, at least, the documents, which have been, purportedly, referred to
in their reply filed before the CLB and, which, according to him, have not
been filed with the reply. Therefore, if those documents are not produced
before the CLB, the logical approach would be that the CLB may, perhaps,
draw an adverse inference qua the respondents. These are matters,
ultimately, qua which the CLB needs to come to a conclusion one way or the
other. The appellant could, also perhaps, advert to the alleged non-supply of
documents even in his rejoinder.
8.1 However, for the appellant to withhold the filing of a rejoinder, on this
ground, is not understood by me.
9. At this stage, learned counsel for the appellant says that he will file a
rejoinder and also seek waiver of cost from the CLB.
10. In these circumstances, the appeal is disposed of with a direction that
the appellant will be at liberty to file a rejoinder, within one week from
today. In so far as the imposition of costs is concerned, an appropriate
application will be moved before the CLB, on which, the CLB, will be free
to pass appropriate orders. In so far as the application filed by the appellant
is concerned, which is appended as annexure P-2 to the instant appeal, the
CLB will, I am sure, pass appropriate orders on the next date of hearing.
11. The appeal and the pending application are disposed of in the
aforesaid terms.
RAJIV SHAKDHER, J
MARCH 22, 2016
kk
