ORDER :

1. The order of this Court of 26 September 2023 sets out the background. Rather than replicate the background, we set it out below:

“(1) The National Company Law Tribunal¹ [“NCLT”] dismissed the application filed by the first respondent for the grant of interim relief by an order dated 31 December 2019. The first respondent is in appeal before the National Company Law Appellate Tribunal.² [“NCLAT”] Admittedly, no interim relief operated in favour of the first respondent during the pendency of the appeal.

(2) The appeal has been heard and orders were reserved by the NCLAT on 21 September 2023. However, while reserving orders, the NCLAT has directed the parties “to maintain status quo as was available prior to EOGM dated 03.05.2019” till the judgment is delivered. No reasons have been indicated by the NCLAT even prima facie for issuing the interim order, particularly in the context of the fact that there was no interim relief operating since the dismissal of the application for interim relief on 31 December 2019. It is admitted that no relief was obtained by the first respondent in the proceedings before the Bombay High Court, as well.

(3) In the circumstances, we vacate the interim direction as noted above. The Annual General Meeting (AGM) of the company, Finolex Cables Limited is to take place on 29 September 2023. Any action which is taken on proposed resolution No. 4 pertaining to the appointment of the Executive Chairperson shall be subject to the outcome of the appeal which is pending before the NCLAT.

(4) Subject to the aforesaid modifications, the appeals are allowed and the impugned order is set aside to the aforesaid extent.

(5) Pending applications, if any, stand disposed of.”

2. By the above order of this Court, the interim direction which was passed by the NCLAT on 21 September 2023 at the stage of reserving orders, restoring the status quo ante “as was available prior to EOGM dated 3 May 2019” was vacated bearing in mind that:

(i) No reasons at all were indicated.

(ii) No interim relief had operated since the dismissal of the application for interim relief on 31 December 2019.

(iii) No relief was obtained by the first respondent in proceedings before the Bombay High Court.

3. While vacating the interim order, this Court noted that the Annual General Meeting of Finolex Cables Limited was to take place on 29 September 2023 and specifically directed that “any action which is taken place on proposed resolution No. 4 pertaining to the appointment of the Executive Chairperson shall be subject to the outcome of the appeal which is pending before the NCLAT.”

4. Subsequently on 13 October 2023, the proceedings were mentioned before this Court in the morning session in Contempt Petition No. 1195 of 2023, when the Court was apprised of the fact that the declaration of the result of the AGM was being deferred till the declaration of the judgment by the NCLAT. Taking note of the submission, this court observed:

“We are prima facie of the view that the mandate of the order cannot be defeated by deferring the declaration of the result till a judgment is rendered by NCLAT.”

5. This Court specifically issued the following directions:

“(5) The scrutinizer shall, in compliance with the order of this Court proceed to declare the result of the Annual General Meeting which was held on 29 September 2023 forthwith.

(6) The NCLAT shall proceed to declare its judgment in the pending appeal after it is duly apprised of the fact that the result of the Annual General Meeting has been declared.”

6. The above directions of this Court were in two parts. The first part which applied to the Scrutiniser contained a specific direction to the effect that in compliance with the previous order, the Scrutiniser shall proceed to declare the result of the AGM which was held on 29 September 2023. The second part, which was a direction to the NCLAT, was specifically to the effect that the NCLAT shall proceed to declare its judgment in the pending appeal after it is d