CIVIL APPEAL NO. 5124/2021

1. This appeal under Section 423 of the Companies Act 2013[For short "the Act 2013"], arises out of the judgment and order dated 18.06.2021 passed by the National Company Law Appellate Tribunal[For short "NCLAT"], Principal Bench, New Delhi, in Company Appeal (AT) No. 91/2019.

2. The said appeal, in turn, arose out of the order dated 05.03.2019 passed by the National Company Law Tribunal[For short "NCLT"], Hyderabad Bench, Hyderabad, in C.P. No. 138/241/HBD/2018.

3. The company petition before the NCLT was filed under Sections 241, 242, 59 and 62 (except sub-section-iv) of the Act 2013, by the minority group of shareholders in the company, M/s. MPR Refractories Limited, alleging various acts of oppression and mismanagement in its affairs. By order dated 05.03.2019, the NCLT came up with an exit option, whereby the respondents in the company petition were given the first option to buy out the shares of the petitioners' group.

4. Aggrieved thereby, the petitioners' group filed the subject appeal before the NCLAT. Perusal of the NCLAT's judgment and order dated 18.06.2021 reflects that the NCLAT was of the opinion that the NCLT had failed to deal with the case on merits and without arriving at a finding on the basis of merits, it had given directions with regard to an exit option. This, according to the NLCAT, was unjustified. Stating so, the NCLAT remanded the matter to the NCLT with directions.

5. Aggrieved thereby, the present appeal was filed by the respondents' group. Despite an attempt being made through the mediation centre attached to the High Court for the State of Telangana, the matter could not be settled. No mediation report has been submitted despite specific directions being given by this Court with regard to how the valuation of the shares was to be undertaken. However, we are informed that there was no settlement acceptable to both parties.

6. In that view of the matter, we are of the opinion that the remand order passed by the NCLAT was justified as it is for the NCLT to first apply its mind to all aspects and pass a reasoned order on the merits of the matter in accordance with law.

7. The appeal is, accordingly, dismissed.

8. Pending application(s), if any, shall stand disposed of.

CIVIL APPEAL NO. 5889/2021

9. This appeal also arises out of the judgment and order dated 18.06.2021 passed by the NCLAT in Company Appeal (AT) No. 91/2019.

10. The grievance of the appellants is only to the extent that no clarification was given therein, while remanding C.P. No. 138/241/HBD/2018 to the NCLT, whether the interim order dated 06.04.2018 passed in the said company petition stood revived upon such remand.

11. We are, however, informed that after the passing of the aforestated interim order, which ceased to exist after 05.03.2019, that is, upon the disposal of the company petition by the NCLT, a lot of changes took place.

12. In the event such changes give rise to a fresh cause of action, it was open to the party aggrieved thereby to take recourse to appropriate remedies available to it by invoking the same in accordance with law. Any step taken in that regard already would have to be followed up to its logical conclusion.

13. The question of reviving the said interim order after this long lapse of time does not arise as the clock cannot be turned back to restore the position that was obtaining as on the date of passing of the interim order dated 06.04.2018.

14. The appeal is, accordingly, disposed of.

15. Pending application(s), if any, shall stand disposed of.