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2021 (1) TMI 766 - AT - Companies LawJurisdiction - power of NCLT to appoint Special Officer - allegations and grievances among the management/ owners - HELD THAT:- Under the Company Petition filed before the NCLT, Kolkata being CP. No. 42 of 2016 there were allegations and grievances among the management/ owners. The NCLT, Kolkata had felt the need that the various documents adduced from all the parties require an in-depth and physical inspections/ verification on the ground. For this NCLT, Kolkata have appointed a Special Officer to make a detailed report and to ensure there is no deadlock in management by ensuring implementation of the resolutions passed in the Board Meetings which shall be presided by such Special Officer. The contentions of the Appellants that NCLT, have exceeded its jurisdiction by appointing a Special Officer has been taken down as Section 242(4) have given general power to the NCLT to make any interim order which it thinks fit for regulating the conduct of the company’s affairs upon such terms and conditions as appear to it to be just and equitable. Since, there were numerous allegations made under the Company Petition it was needed to be verified and no order could be passed abruptly until the allegations and grievances are examined completely. The Special Officer being an officer appointed by the Tribunal was given the power under the impugned order to supervise, conduct and preside over the Board meetings and ensuring the implementation of the resolutions passed in the said Board meetings. The Special Officer was ordered to ensure that such resolutions shall not be prejudicial to the interest of Respondent No. 1 Company so that frivolous litigations may be avoided and for this Special Officer was asked to make the complete Minutes of the meetings and get it signed by all the participants mandatorily. The Special officer was asked to submit its report within 60 days from the date of taking the charge. Therefore, the contention on behalf of the Appellant that the report of Special Officer will further escalate the issues among the parties is a matter of speculation and cannot be given due consideration. In fact, the report will give a true and fair picture of the state of affairs of the Respondent No. 1 Company. The Contention of the Appellants that the petition under section 422 of the Companies Act are required to be disposed of within a specified time frame and by appointing the Special Officer it is defeating the purpose of Section 422 of the Companies Act, 2013. This Contention of the Appellant is duly considered but since there were pleadings going on and various applications were filed before the NCLT, Kolkata, no order could have been passed abruptly. Since the pleadings were pending and in order to protect and preserve the assets of the Company from being depleted, NCLT had appointed the special officer in the interregnum and also for the detailed verification of the various allegations imposed by the parties against each other, it was correct to appoint an officer - Nothing has been brought on record in relation to the report of the Special Officer. There is nothing on record what are the actions taken by the NCLT, Kolkata on the basis of such report. Also, inspite of the directions parties have not filed any Written Submissions. The matter is pending before the NCLT, Kolkata, there are no reason to entertain the present Appeal. Appeal dismissed.
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