TMI Blog2021 (3) TMI 1222X X X X Extracts X X X X X X X X Extracts X X X X ..... iled under Rules 6 and 9 of the Company (Court) Rules, 1959 (for short 'the Rules'), the applicant seeks recalling of the impugned order dated 26.03.2015 passed by this Court allowing the aforesaid petitions in Co.P.No.182/2015 connected matters, thereby sanctioning the scheme of Amalgamation sought for in the petitions. 2. The application is opposed by the respondents who have filed their statement of objections. 3. I have heard Sri.R.Subramanian, learned counsel for the applicant. I have also heard Sri.S.Ganesh, Senior counsel and Sri.M.Dhyan Chinnappa, learned Senior counsel for Sri.Saji P.John, learned counsel for SPJ Legal for respondents 1, 4, 8 and 9 as well as Sri.R.V.S.Naik, learned Senior counsel for Ms.Rashmi Subramanya, learned counsel for respondent No.5 and Smt.Prema Hatti, learned counsel for respondents 2 and 6 and perused the material on record. 4. At the outset, learned Senior Counsel for respondents 1, 4, 8 and 9 raised objections with regard to the maintainability of the instant application; in this regard, a Memo dated 10.12.2020 has been filed by the aforesaid respondents inter-alia contending that since the applicant had no interest in the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd another vs. UOI and Ors - (2010)14 SCC 38; (vi) Dr.B.Singh vs. Union of India and Ors. - (2004) 3 SCC 363; (vii) Jasbhai Motibhaj Desai vs. Roshan Kumar Haji Bashir Ahmed and Ors - (1976(1) SCC 671; (viii) Sabra Bano vs M.P. Electricity Board Jabalapur and Ors - 1997(1) M.P. L.J. 448; (ix) Grindlays Bank Ltd., vs Central Government Industrial Tribunal and Others - 1980 (Supp) SCC 420; (x) Harbhajan Singh vs. Karam Singh and Others- AIR 1966 SC 641; (xi) Peerless General Finance Investment Company Limited and Another vs. RBI - (1992) 2 SCC 343; (xii) Tamilnadu Generation and Distribution Corporation Limited and Another vs. CSEPDI-TRISHE Consortium and Another - 2017 4 SCC 318; (xiii) Kapra Mazdoor Ekta Union vs. Management of M/s. Birla Cotton Spinning and Weaving Mills Limited.- (2005) 13 SCC 177; (xiv) SREI Infrastructure Finance Limited vs. TUFF Drilling Private Limited - (2018) 11 SCC 470; (xv) Unique Delta Force Security Private Ltd., vs. Sumeet Facilities Pvt. Ltd., Building - 2012 SCC Online Bom 1191; (xvi) Castron Technologies Limited vs. Castron Mining Limited - 2013 SCC Online Cal 12914; ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ses Association vs. Raghabendra Singh Others - 2007 (11) SCC 374; (xiv) Grindlays Bank Limited vs. Central Govt. Industrial Tribunal Others - 1980 (Supp) SCC 420; (xv) State of Gujarat vs. Sardarbegum and others - 1976(3) SCC 416; (xvi) Board of Revenue, U P Lucknow vs. Vinay Chandra Misra - (1981) 1 SCC 436; (xvii) Vallabh Das vs. Dr.Madan Lal Others - 1970(1) SCC 761; (xviii) Ms.Ramnarain P. Ltd. Others vs. State Trading Corporation of India Limited - 1983(3) SCC 75; (xix) V Rajendran Others vs. Annasamy Pandian - 2017(5) SCC 63; (xx) Ramesh Chandra Sankala and others vs. Vikram Cement and others- 2008(14) SCC 58; (xxi) Sarva Shramik Sanghatana vs. State of Maharastra and others - 2008(1) SCC 494; (xxii) Himachal Pradesh Financial Corporation vs. Anil Garh and others - 2017(14) SCC 634; (xxiii) Fida Hussain and others vs. Moradabad Development Authority and others - 2011(12) SCC 615; (xxiv) Khanapuram Gandhaiah vs. Administrative Officer Others - 2010(2) SCC 2; (xxv) Hindustan Lever Employees' Union vs. Hindustan Lever Limited and others - 1995(1) SCC 499; (xxvi) Vimala Kuma ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s, the present application purportedly filed in public interest to recall the impugned order does not attract Rules 6 and 9 (supra) and consequently, the application is not maintainable on this ground also; (e) Undisputedly, the applicant is not a party to the present company petition or the impugned order. While dealing with the locus standi of a non - party to a proceeding to seek review, the Apex Court in the case of Union of India vs. NareshKumar Badrikumar Jagad Ors. - (2019) 18 SCC 586, held as under:- 18. Reverting to the question of whether the Union of India has locus to file the review petition, we must immediately advert to Section 114 of the Code of Civil Procedure (CPC) which, inter alia, postulates that any person considering himself aggrieved would have locus to file a review petition. Order 47 CPC restates the position that any person considering himself aggrieved can file a review petition. Be that as it may, the Supreme Court exercises review jurisdiction by virtue of Article 137 of the Constitution which predicates that the Supreme Court shall have the power to review any judgment pronounced or order made by it. Besides, the Supreme Court has fram ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bsence thereof, the present application is not maintainable. (i) In its Memo dated 22.12.2020, applicant has also stated that the relief of recalling the impugned order is in the nature of a 'procedural review' and not a 'review on merits'; by stating so, applicant has not only admitted that there does not exist any statutory provision enabling the applicant to seek review on merits, applicant has also admitted that it only seeks to invoke inherent powers of this Court by way of a procedural review; consequently, in the absence of locus standi, since the applicant is not an aggrieved person, the application seeking recalling of the impugned order by way of a procedural review is not maintainable and is liable to be dismissed; (j) In order to maintain the instant application by way of procedural review, it is absolutely essential that the applicant should have been a party to the proceedings and the impugned order and that the same ought to have caused prejudice to the applicant and/or affected its rights; at any rate, applicant should at least be an 'aggrieved person' who should necessarily have been affected by the impugned order in some way or the ot ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... if it was a stand alone writ petition and sought to make repeated and elaborate arguments. 16. Admittedly, petitioner has approached Delhi High Court for a direction against the Ministry of Corporate Affairs. Pursuant to the order passed by the Delhi High Court, Ministry of Corporate Affairs has passed a detailed order on November 10, 2017 after examining the issue raised by the petitioner and it reads as follows: This has reference to your letter cited above, which was forwarded by the Ministry of Corporate Affairs vide its letter dated 02/05/2017 for examination. In this regard, you are informed that this office examined the issue raised by you in so far as it relates to the role of this office, O/o ROC and O/o OL in the case of merger of three transferor companies, viz 1) M/s. Vidya Investment and Trading Company Private Limited, 2) M/s. Napean Trading and Investment Company Private Limited 3) M/s Regal Investment and Trading Company Private Limited with the transferee Company viz M/s Hasham Investment and Trading company Private Limited vide CP No.182 to 185/2014 (not 181 to 184) as marked by you) and have to state as follows. 1. The equity shareholding of all ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e case, the scheme is a Vanilla scheme with merger of assets and liabilities of transferor companies to the transferee company without any saving whatsoever. None of the companies involved in the scheme are also not falling any complaints nor any Regulatory actions. 5. Accordingly, there is no negative ground or observation whatsoever for the Regional Director to report to the Hon'ble Court in the said scheme, except to the extent that, the transferee company is not NBFC while the three transferor companies were NBFC's and were registered with the RBI, being the Regulator. The Regional Director had also observed that the transferee company cannot undertake the business of transferor company and hence, need to undertake to register with RBI as NBFC company. The Regional Director's report to the Hon'ble Court specifically requires submission on NOC from RBI. It also dealt with/pointed out the qualifications of Auditors on the balance sheets of transferor companies which were relating to certain non-compliance of RBI Regulations applicable for NBFCs thus, the Regional Director has carried on due diligence before filing his report on the merger before the Hon'b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d.; and neither Mr. Azim Premji or his family members had any equity in these Companies. 23. In paragraph No.1 of its complaint dated November 9, 2020, petitioner has stated that the entities controlled by Mr. Azim Premji including the seven companies named therein have committed various violations under the Companies Act. Out of the said seven Companies, three are the very same Companies namely Vidya Investment and Trading Company Pvt. Ltd., Regal Investment and Trading Company Pvt. Ltd. and Napean Trading and Investment Company Pvt. Ltd. 24. In the PIL filed before the Delhi High Court, petitioner has prayed for a direction against the Ministry of Finance, Ministry of Corporate Affairs and Reserve Bank of India to decide within four weeks that nature of actions required in law to be taken by them in respect of complaints dated November 1, 2016, March 14, 2017 and April 28, 2017. In paragraph No.14 of the said writ petition, petitioner has averred that the very same three Companies namely, Vidya Investment and Trading Company Pvt. Ltd., Regal Investment and Trading Company Pvt. Ltd. and Napean Trading and Investment Company Pvt. Ltd., were registered as non- Banking Fina ..... X X X X Extracts X X X X X X X X Extracts X X X X
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