JUDGMENT :

Appeal (L) No. 12210 of 2021

1. The present Appeal arises from an Order dated 3rd May 2021, as modified on 7th May 2021, passed by the Learned Single Judge in Company Application No.1 of 2021 and Company Application (L) No.4 of 2019.

2. Company Application No. 1 of 2021 was filed by Respondent No.1 seeking recall of the Orders dated 11th January 2018 and 7th February 2018 passed by the Company Court and in the alternative, for extension of time to clear office objections with respect to Company Application (L) No. 3 of 2017. Company Application (L) No.4 of 2019 was an intervention application filed by the Appellant in Company Application No.1 of 2021.

3. Respondent Nos.1 and 2 are the Original Appellants in Company Appeal No. 102 of 2015 filed under Section 10(F) of the Companies Act, 1956 ("the Act"). The controversy in the present Appeal is limited.

4. Briefly stated, there were disputes inter-se between one Shri Girdharlal Dalal ("the deceased") and Shri Bharat Dalal, Respondent No. 2 herein, in respect of management of Respondent No. 1 Company. Due to certain disputes between the parties pertaining to dilution of shareholding of the deceased, Company Petition No. 120 of 2013 was filed by the deceased against the Respondents before the Company Law Board, Mumbai Bench, under Sections 397, 398 and 402 of the Act. By a Judgment and Order dated 29th April 2015, the Company Law Board allowed Company Petition No. 120 of 2013 filed by the deceased. Being aggrieved by the said Judgment and Order dated 29th April 2015, Respondent Nos. 1 and 2 filed Company Appeal No. 102 of 2015 before this Court under Section 10(F) of the Act. By order dated 13th August 2015, the Appeal was admitted and the operation of the order dated 29th April 2015 was stayed.

5. Thereafter, on 19th January 2017, the deceased passed away. On 22nd May 2017, Company Application (L) No. 3 of 2017 was filed by Respondent No. 1 to place the fact of the deceased's death on record and for seeking consequential amendments. This Company Application (L) No. 3 of 2017 has now been numbered as Company Application No. 5 of 2021. In the meantime, on 14th July 2017, a Testamentary Petition was filed by the Appellant for obtaining probate of a will dated 21st May 2012 and codicils dated 11th September 2015 and 8th November 2016.

6. On 13th September 2017, the Prothonotary and Senior Master of this Court directed that the objections in Company Application (L) No. 3 of 2017 be removed on or before 27th September 2017, failing which the said application would stand rejected under Rule 986 of the Bombay High Court (Original Side) Rules, 1980. Since the objections were not removed, Company Application (L) No. 3 of 2017 stood dismissed for want of removal of office objections. On 11th January 2018, an order came to be passed by the Learned Single Judge directing Respondent No. 1 to take steps to restore Company Application (L) No. 3 of 2017 within a period of one week, failing which the said Company Appeal No.102 of 2015 would stand dismissed. On 7th February 2018, the matter was listed at the request of Respondent No. 1, at which time, the Learned Single Judge in view of the self-operative order dated 11th January 2018, dismissed Company Appeal No.102 of 2015 filed by Respondent Nos. 1 and 2 under Section 10(F) of the Act.

7. A Recall Application being Company Application (L) No. 5 of 2018 was filed by Respondent No. 1, which was dismissed by the Learned Single Judge on 26th June 2018. However, by consent of the parties i.e. the Appellant and Respondent Nos. 1 and 2, the order dated 26th June 2018 was recalled by the Learned Single Judge vide his order dated 13th July 2018. On 14th December 2018, by an order passed by the Company Court, Company Application (L) No. 5 of 2018 was permitted to be withdrawn with liberty to take out appropriate proceedings. With this liberty, Respondent No. 1 filed Company Application No. 1 of 2021, in which the Impugned Order has been passed.

8. In th