ORBIT ELECTRICALS PRIVATE LIMITEDversusDEEPAK KISHAN CHHABRIA & ORS.

                [2023] 15 S.C.R. 1022 : 2023 INSC 967



                            CASE DETAILS

            ORBIT ELECTRICALS PRIVATE LIMITED
                                     v.
               DEEPAK KISHAN CHHABRIA & ORS.
              (Contempt Petition (Civil) No 1195 of 2023)
                                    In
                     (Civil Appeal No. 6108 of 2023)
                          OCTOBER 30, 2023
          [DR. DHANANJAYA Y CHANDRACHUD, CJI,
           J. B. PARDIWALA AND MANOJ MISRA, JJ.]
                             HEADNOTES
     Issue for consideration: Order dtd.13.10.23 was passed by the
Supreme Court directing NCLAT to pronounce judgment in the pending
appeal only after the results of the Annual General Meeting of Finolex
Cables Limited were declared. Despite the fact that NCLAT’s attention was
drawn to the order of the Supreme Court, it went on to deliver the judgment
ignoring the direction therein. Said order, if was in willful defiance of the
Supreme Court’s order.
      Contempt – Interim direction passed by the NCLAT at the stage
of reserving orders, restoring the status quo ante as available prior to
EOGM dtd.03.05.19 was vacated by Supreme Court – While vacating
the order, it was noted that the Annual General Meeting (AGM) of
Finolex Cables Limited was to take place on 29.09.23 and directed that
any action taken on the appointment of the Executive Chairperson
shall be subject to the outcome of the appeal pending before NCLAT –
Proceedings mentioned in the Contempt Petition, apprising the Supreme
Court that the declaration of the result of the AGM was deferred till
the declaration of the judgment by NCLAT – Vide Order dtd.13.10.23,
Scrutinizer was directed to declare the result of the AGM and NCLAT
was directed to declare its judgment in the pending appeal after it
was duly apprised of the fact that the result of the AGM was declared
– Grievance of the Petitioners that the NCLAT was though apprised
                                 1022
         ORBIT ELECTRICALS PRIVATE LIMITED v.                           1023
           DEEPAK KISHAN CHHABRIA & ORS.

of the said order, it proceeded to deliver the judgment ignoring the
direction therein– Chairperson of the NCLAT directed to verify the
position and submit report– Report submitted – Affidavits filed by
the two members who constituted the Bench of the NCLAT and by
the Scrutiniser:
      Held: From the CCTV footage as well as from the transcript, it is
evident beyond doubt that though the NCLAT was duly apprised of the
fact that this Court had in the morning session on 13.10.23 passed an order
to the effect that the judgment shall be pronounced only after the results
by the Scrutiniser were declared, the Bench of the NCLAT declined to
pay heed to the order of this Court – The Bench of the NCLAT acted in
willful defiance of the order despite the fact that its attention was drawn to
the order of this Court – Unconditional apology tendered by the Member
(Technical) accepted – As regards the Member (Judicial), what was stated
by him was contrary to the record – This was compounded by what had
been stated in the affidavit filed – The conduct of the Member (Judicial) is
censured – Further, on facts, there is no doubt that the the Scrutiniser acted
in concert with ‘DKC’, the then acting Chairman-cum-Managing Director
to delay the declaration of the result of the AGM, in breach of the directions
issued by this Court – ‘DKC’ to pay Rs.1 crore and the Scrutiniser to pay
Rs.10 lakhs to the Prime Minister’s Relief Fund – Directions issued in
the earlier order of this Court setting aside the judgment delivered by the
Bench of the NCLAT on 13.10.23, reiterated – Contempt proceedings
disposed of. [Paras 19, 21-24, 26, 28, 31 and 33]
       OTHER CASE DETAILS INCLUDING IMPUGNED
              ORDER AND APPEARANCES
     INHERENT JURISDICTION: Contempt Petition (Civil) No. 1195
of 2023 in Civil Appeal No. 6108 of 2023.
   From the Judgment and Order dated 21.09.2023 of the National
Company Law Appellate Tribunal, Principal Bench at New Delhi in
Company Appeal (AT) No.64 of 2020.
     Appearances:
    Mukul Rohatgi, Ranjeet Kumar, Neeraj Kishan Kaul, Sr. Advs.,
Kunal Mehta, Shikhil Suri, Abhinav Agrawal, Advs. for the Petitioner.
1024          SUPREME COURT REPORTS                        [2023] 15 S.C.R.


      Tushar Mehta, SG, Shyam Divan, Maninder Singh, Darius Khambata,
Dr. A.M. Singhvi, Krishnendu Dutta, P.S. Patwalia, Prashanto Sen, Sr.
Advs., Amit Jajoo, Malak Manish Bhatt, Ms. Vatsala Pant, Mandeep Singh,
Somasekhar Sundaresan, Ravi Gadagkar, Nitin Saluja, Saahil Mongia, Ms.
Ishita Soni, Ms. Simran Khurana, Ms. Pranya Madan, Ankur Saigal, E.C.
Agrawala, Shashwat Singh, Ms. Geetika Sharma, Amit Pawan, Suchit
Singh Rawat, Ms. Shivangi, Anand Nandan, Aakarsh, Hassan Zubair
Waris, Kanu Agrawal, Madhav Sinhal, Bhuvan Kapoor, Deepak Khosla,
Advs. for the Respondents.

       JUDGMENT / ORDER OF THE SUPREME COURT

                                 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 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 Tribunal2.
              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 judgement 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.



1   “NCLT”
2   “NCLAT”
            ORBIT ELECTRICALS PRIVATE LIMITED v.                         1025
              DEEPAK KISHAN CHHABRIA & ORS.

           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; and
     (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.”
1026          SUPREME COURT REPORTS                          [2023] 15 S.C.R.


       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 duly apprised of the fact that the result of the AGM has
been declared.
     7 In the afternoon session on 13 October 2023, a grievance was made
before this Court on behalf of the petitioners that though the NCLAT was
apprised of the order of this Court with a request that the judgment should
not be delivered until the report of the Scrutiniser is made available, the
Bench of the NCLAT had proceeded to deliver the order.
      8 Consequently, this Court took note of the submission and required
the Chairperson of the NCLAT to duly verify the position and report back
to the Court. Paragraphs 3 to 9 of the order are set out below :
         “3    Mr Neeraj Kishan Kaul and Dr Abhishek Manu Singhvi,
               senior counsel and Mr Shikhil Suri, counsel joined in stating
               that counsel, Mr Ankur Saigal (who is personally present
               before this Court) produced the order of this Court before the
               National Company Law Appellate Tribunal (NCLAT) at 2 pm
               with a request that the judgment should not be delivered until
               report of the scrutinizer is made available.
         4     The Court has been apprised of the fact that the Bench of
               the NCLAT consisting of Mr Rakesh Kumar and Dr Alok
               Srivastava proceeded to deliver the order. If what is stated is
          ORBIT ELECTRICALS PRIVATE LIMITED v.                               1027
            DEEPAK KISHAN CHHABRIA & ORS.

                     correct, this will clearly constitute the defiance of the order
                     of this Court by the NCLAT.
          5          At this stage we are not commenting on the merits of the
                     submissions which have been made.
          6          The Court is apprised that the scrutinizer report was uploaded
                     at 2.40 pm.
          7          We direct that an enquiry shall be conducted on the above
                     allegations by the Chairperson of the NCLAT. A report shall
                     be submitted before this Court by 5 pm on 16 October 2023
                     after specifically verifying the facts from the Judges who
                     constituted the Bench of the NCLAT.
          8          The Chairperson of the NCLAT shall specifically verify:
              (i)       That the order of this Court dated 13 October 2023 passed
                        in the morning session was drawn to the attention of the
                        two Judges;
              (ii)      If that is so, the circumstances in which the Judges
                        proceeded to pronounce the judgment despite the clear
                        mandate of the order of this Court which was passed in
                        the morning session.
          9          We are passing this order in extraordinary circumstances,
                     upon an urgent mentioning being made in that regard.”
     9 In compliance with the order of this Court, the Chairperson of the
NCLAT submitted a report before this Court which was taken note of in
the order of this Court dated 18 October 2023. The relevant part of the
order of this court reads thus :
     “7       Pursuant to the order of this Court, Justice Ashok Bhushan, the
              learned Chairperson of the NCLAT has upon due verification
              from the Judges submitted a report to this Court. The report
              alludes to two separate statements which have been made
              before the Chairperson. The statement by Mr Rakesh Kumar,
              Member (Judicial) is recorded in paragraph 3 of the report in
              the following terms:
1028         SUPREME COURT REPORTS                      [2023] 15 S.C.R.


                “Justice Rakesh Kumar, Member (Judicial) has given
                a response vide his letter dated 16.10.2023 which was
                received by me during lunch hours of 16.10.2023. In the
                response, the Member (Judicial) has stated “I may inform
                that on Friday in the Supplementary Cause List dated
                13.10.2023 at 2 PM Company Appeal (AT) No 64/2020
                (Deepak Chhabaria and Another) was listed under the
                caption “For Judgment” for its pronouncement. The said
                supplementary cause list was uploaded and published on
                one day earlier i.e. Thursday, 12.10.2023. My Lord is
                aware that normal procedure which is being followed in
                Bench of this Tribunal is that mentioning is entertained
                after the pronouncement of Judgment(s)/Order(s). I am
                not holding a constitutional post and as such I am required
                to follow the procedure. Accordingly as per procedure
                established here Judgment was pronounced on Friday
                i.e.13.10.2023.”
       8   The statement by Dr Alok Srivastava, Member (Technical) to
           the Chairperson is in the following terms:
           “On 13.10.2023, when the Presiding Judge and I entered the
           Court Room No II in the post-lunch session, it was jam-packed
           with lawyers and there was unusually high noise in the court
           room.
           A total 26 cases in the Supplementary Cause List and 18 cases
           in the Daily Cause List were listed under the categories “For
           Judgment/For Admission (Fresh Cases)/For Admission (After
           Notice)/For Orders/for Hearing” which had to be taken up in
           the post-lunch session.
           The practice adopted in NCLAT is to have “mentionings” after
           pronouncement of judgment(s) listed in the cause list.
           As the proceedings for the post-lunch session commenced, and
           the “For Judgment” case CA(AT) No.64 of 2020 was called
           out (as is the practice to take up “For Judgment” cases in the
           beginning), some lawyers started to intervene on which the
     ORBIT ELECTRICALS PRIVATE LIMITED v.                         1029
       DEEPAK KISHAN CHHABRIA & ORS.

      Presiding Judge commented that whatever you want to file,
      please bring it on record.
      Thereafter, the pronouncement of the said judgment was
      completed.
      It may be pointed out that no lawyer conveyed the judgment
      orally to me during the lunch hour when I was available in my
      office chamber, nor copy of the said order was provided to the
      Court Master. If this would have been done, the unfortunate
      situation may not have arisen.
      I respectfully submit that I hold the Hon’ble Supreme Court in
      highest regard and esteem and there has been no intention to
      disobey the order of the Hon’ble Supreme Court.
      I deeply regret that such a situation arose in the matter and offer
      sincere apology for the same.”
9     The Member (Technical) has adverted to the events which
      transpired before the NCLAT in the appeal on 13 October 2023.
      Paragraph 5 of the report reads as follows:
      “I have taken the response given by the Judicial Member as well
      as the Technical Member. Company Appeal (AT) No.64 of 2020
      was listed for pronouncement in Court No.II before the Bench
      constituted of Judicial Member and Technical Member. After
      the Court assembled, Learned Counsel for the parties who were
      present in the Court sought to intervene to make a request to the
      Bench, however, the Bench proceeded to pronounce the judgment
      not permitting the mentioning by the Learned Counsels. Copy
      of the order dated 13.10.2023 was not given either to the Court
      Officer or to the Bench. The Bench did not accept the request
      made on behalf of the Counsel and proceeded to pronounce the
      judgment. The judgment was pronounced in ignorance of the
      order of the Hon’ble Supreme Court dated 13.10.2023.”
10    The report of the Chairperson has also adverted to an order
      dated 16 October 2023 passed by the Bench of the NCLAT
      subsequently, in the following terms:
1030           SUPREME COURT REPORTS                        [2023] 15 S.C.R.


             “16.10.2023: In aforesaid appeal on 13.10.2023, Judgment was
             pronounced. In the evening, the Registry brought to the notice
             an e-mail dated 13.10.2023 issued at 05.35 PM addressed to
             Registrar NCLAT enclosing therewith an order dated 13.10.2023,
             passed by Hon’ble Supreme Court in Contempt Petition (C)
             No.1195/2023 in C.A. No.6108/2023. After the order was
             produced we perused the same and we noticed that Hon’ble
             Supreme Court in its order in paragraph 1 sub- paragraph 6 had
             directed that Judgment in pending appeal shall be delivered by
             the NCLAT after it is duly apprised of the fact that the result of
             Annual General Meeting has been declared.
             In view of the order of Hon’ble Supreme Court it is imperative
             for us to pass an order for Suspending the Judgment of this court
             dated 13.10.2023 till this appellate Tribunal is duly apprised of
             the fact that the result of the Annual General Meeting has been
             declared or subject to order/direction passed by the Hon’ble
             Supreme Court.”
       11    There are two affidavits before the Court at the present stage:
       (i)   A “limited affidavit” which has been filed on behalf of the first
             respondent; and
       (ii) An affidavit in rejoinder on behalf of the petitioner.
       12    We have heard Mr Mukul Rohatgi, Dr Abhishek Manu Singhvi,
             Mr Ranjeet Kumar, senior counsel on behalf of the petitioner
             and Mr Shyam Divan and Mr Ramji Srinivasan, senior counsel
             on behalf of the contesting respondents. Mr Darius Khambata,
             senior counsel has appeared on behalf of the scrutinizer.
       13    Mr Mukul Rohatgi, senior counsel appearing on behalf of the
             petitioner reiterates, as was submitted before this Court when it
             passed its order dated 13 October 2023 in the second session that
             Mr Ankur Saigal, counsel appearing on behalf of the petitioner
             had produced the order of this Court before the NCLAT at 2 pm
             with a request that the judgment should not be delivered until the
             report of the scrutinizer is made available. This was specifically
             recorded in paragraph 3 of the order dated 13 October 2023.
     ORBIT ELECTRICALS PRIVATE LIMITED v.                         1031
       DEEPAK KISHAN CHHABRIA & ORS.

14    Mr Ramji Srinivasan, senior counsel appearing on behalf of the
      appellant before the NCLAT has fairly stated before this Court
      that the order of this Court which was passed on 13 October 2023
      was duly communicated to the contesting parties. Moreover,
      Mr Ramji Srinivasan also stated that at about 2.15 pm when the
      Bench of the NCLAT assembled, he personally sought to tender
      a copy of the order passed by this Court on 13 October 2023 in
      the morning session to the Bench of the NCLAT and apprised
      the Bench of the fact that this Court had specifically directed
      that the judgment of the NCLAT shall be delivered only after
      the Court was apprised of the results of the AGM. However, as
      things stand, the Bench of the NCLAT proceeded to declare the
      judgment. Mr Ramji Srinivasan further states that he apprised the
      Bench that the representative of the petitioner herein had already
      voted against the resolution at the AGM.
15    Apart from the statements which have been made by the senior
      counsel before this Court, the affidavit which has been filed by
      the first respondent contains the following averments:
           “On 13.10.2023, the Contempt Petition was preliminary
           heard by this Hon’ble Court around 12.20 pm. On
           13.10.2023, passed its first order on that date, which became
           available at around 1.55 pm (“First Order”). This Hon’ble
           Court directed Respondent No.2 to declare the result of
           the AGM which was held on 29.09.2023 forthwith. This
           Hon’ble Court directed that the Learned NCLAT shall
           proceed to declare its judgment in the pending appeal after
           it is duly apprised of the fact that the result of the AGM
           has been declared.
           The directions as dictated in open court by this Hon’ble
           Court in the First Order were communicated to Respondent
           No.1 through his Advocates at around 12.30 pm. Respondent
           No.1 immediately called the Company Secretary of FCL,
           to convey the directions to Respondent No.2.”
16    The affidavit further states that on 13 October 2023, the report of
      the scrutinizer was prepared and was sought to be uploaded on
1032          SUPREME COURT REPORTS                        [2023] 15 S.C.R.


            the website of the Stock Exchanges in compliance of the order
            of this Court, but as the official servers of BSE Limited and
            National Stock Exchange of India Limited took time to respond,
            the report was uploaded at 2.41 pm and 2.44 pm respectively. The
            first respondent has disclosed what transpired before the NCLAT
            after the order of this Court dated 13 October in the following
            terms:
                 “At around 02.15 pm, when the NCLAT Appeal was called
                 out ‘for judgment’, the Ld. Senior Counsel representing me
                 informed the Learned NCLAT about the First Order and
                 the directions contained therein. It was also informed to
                 NCLAT that petitioner had voted against resolution No.4.
                 It was also informed that the Consolidated Scruitinzer’s
                 Report was being uploaded. The Learned NCLAT
                 proceeded to pronounce the operative part of the Judgment
                 dated 13.10.2023 (“NCLAT Judgment”), which occurred
                 at around 2:15 pm. The NCLAT Judgment was only made
                 available on the official website of the Learned NCLAT,
                 at 4.30 pm and it was only after that time that it was even
                 made public.” (emphasis supplied)
       17   We will first deal with the report which has been submitted before
            this Court by the Chairperson of the NCLAT. The Presiding Judge,
            Mr Rakesh Kumar, Member (Judicial) states that the appeal was
            listed for pronouncement of judgment in the supplementary cause
            list which was uploaded on 12 October 2023. He states that
            the normal procedure which is followed in the tribunal is that
            mentioning is entertained after the pronouncement of judgments/
            orders and since he is “not holding a constitutional post” as such
            he is “required to follow the procedure”. The Member (Judicial)
            has therefore stated that “as per the procedure established here”
            the judgment was pronounced on 13 October 2023.
       18   The Member (Technical) on the other hand states that when the
            proceedings were called out in the post-lunch session in the case
            which was listed for judgment, “some lawyers started to intervene
            on which the Presiding Judge commented that whatever you want
     ORBIT ELECTRICALS PRIVATE LIMITED v.                            1033
       DEEPAK KISHAN CHHABRIA & ORS.

      to file, please bring it on record”, after which, the pronouncement
      of the judgment was made. The Member (Technical) has
      tendered an unconditional apology to this Court. These facts are
      conspicuously absent in the statement of the Member (Judicial).
19    Neither the statement of the Member (Judicial) nor the statement
      which has been tendered by the Member (Technical) refer to the
      fact that the order dated 13 October 2023 passed by this Court
      in the morning session was communicated to the Bench of the
      NCLAT together with the directions which were contained
      therein. In paragraph 3 of the order dated 13 October 2023
      passed in the afternoon session, the statement of senior counsel
      appearing on behalf of the petitioner that the Bench of the NCLAT
      was apprised of the order of this Court in the afternoon session
      was recorded. This is also the clear case of the first respondent
      on affidavit since he has stated that around 2.15 pm when the
      NCLAT appeal was called out for judgment, the senior counsel
      representing him informed the Bench of the NCLAT of the order
      which was passed by this Court earlier and the directions which
      were contained therein. Neither the statement of the Member
      (Judicial) nor the statement of the Member (Technical) reveals
      this to the Chairperson of the NCLAT. In fact, the statement
      of the Member (Judicial) would seem to indicate that no
      mentioning is permitted at all before the declaration of judgment
      as a consequence of which the judgment was delivered without
      hearing any counsel on the order passed by this Court. Likewise,
      the statement of the Member (Technical) indicates that while
      some lawyers had attempted to intervene, the Presiding Officer
      had not permitted such an intervention and had proceeded to pass
      the judgment. The matter does not rest there.
20    On 16 October 2023, the Bench of the NCLAT passed an order
      recording that the Registry of the Tribunal had brought to its notice
      an email dated 13 October 2023 issued at 5.35 pm enclosing a
      copy of the order dated 13 October 2023 passed by this Court.
      The NCLAT has stated that after the order was produced, it had
      perused it and noticed that this Court had issued directions to the
1034          SUPREME COURT REPORTS                          [2023] 15 S.C.R.


            effect that judgment in the pending appeal shall be delivered by
            NCLAT after it is duly apprised of the fact that the result of the
            AGM is being declared. The NCLAT has proceeded to pass an
            order for suspending the judgment which it pronounced on 13
            October 2023.
       21   We are constrained to observe that the order dated 16 October
            2023 purports to create an impression that the Bench of the
            NCLAT was apprised of the order passed by this Court for the
            first time when the email was received at 5.35 pm on 13 October
            2023. This prima facie is a falsehood since it has emerged before
            this Court, both on the statements of the counsel as well as on
            affidavit that the Bench of the NCLAT was duly apprised of the
            order passed by this Court on 13 October 2023 in the morning
            session when the appeal was taken up at around 2.15 pm for
            pronouncement of judgment.
       22   We are, therefore, prima facie, of the view that the Members of
            the NCLAT have (i) failed to disclose facts to the Chairperson
            of the NCLAT who was under a duty to carry out an enquiry
            in pursuance of the judicial order passed by this Court; and (ii)
            incorrectly sought to create a record in the order dated 16 October
            2023 that the order of this Court was drawn to the notice of the
            Bench only at 5.35 pm on 13 October 2023.
       23   We will deal with the consequential steps which should be taken
            by this Court and the action which has to be adopted in pursuance
            of what has transpired in these proceedings.
       24   The manner in which the NCLAT has proceeded to deliver
            judgment in defiance of the directions of the Court is unbecoming
            of a judicial tribunal. NCLAT is subject to the jurisdiction of this
            Court. It was duty bound to comply with the order of this Court.
            It was apprised of the fact that this Court had passed an order in
            the morning session on 13 October 2023 to the effect that it shall
            proceed to declare judgment after being apprised of the results of
            the AGM. The statements made by the Member (Judicial) before
            the Chairperson of NCLAT seem to indicate that he did not permit
            mentioning in accordance with the practice of his Bench to the
     ORBIT ELECTRICALS PRIVATE LIMITED v.                          1035
       DEEPAK KISHAN CHHABRIA & ORS.

      effect that mentioning is taken up after judgments are delivered.
      The Member (Technical) indicates that while some lawyers had
      sought to intervene, the Presiding Judge had not heard them.
      Both these statements are belied by the fact that it is common
      ground between the parties, who are seriously contesting a dispute
      before NCLAT, that the Bench was dully apprised of the order
      of this Court when it assembled at around 2.15 pm before the
      judgment was pronounced. Moreover, the passing of the further
      order on 16 October 2023 compounds the situation. If indeed the
      judgment had been declared after the NCLAT was duly apprised
      of the result of the AGM, there was no occasion for it to suspend
      the operation of its judgment. The Members forming part of the
      Bench have not purported to say so.
25    In this view of the matter, insofar as the lis is concerned, we are
      of the view that it is necessary for this Court to ensure that the
      dignity of the Court is maintained. A party cannot be allowed by
      recourse to devious means to obviate compliance with a solemn
      order passed by this Court.
26    We accordingly, in exercise of the jurisdiction under Article
      142 of the Constitution, direct that the judgment of the NCLAT
      dated 13 October 2023 shall stand set aside without this Court
      expressing any opinion on the merits. We consequently direct
      that the appeal shall be heard afresh by a Bench presided over by
      the Chairperson of NCLAT. We clarify that we have not entered
      any finding on the merits of the rival contentions of the parties in
      the pending appeal. This Court has been constrained to pass this
      order in extraordinary circumstances which we have referred to
      above.
27    We are prima facie of the view that Shri Rakesh Kumar, Member
      (Judicial) and Dr Alok Srivastava, Member (Technical) of the
      NCLAT are liable to be proceeded against in the exercise of
      the contempt jurisdiction of this Court. We accordingly issue a
      notice to show cause to Mr Rakesh Kumar, Member (Judicial)
      and Dr Alok Srivastava, Member (Technical) of the NCLAT to
      show cause as to why they should not be committed under the
1036          SUPREME COURT REPORTS                          [2023] 15 S.C.R.


            Contempt of Courts Act 1971 for having willfully defied the
            directions of this Court. They shall remain personally present
            before this Court on 30 October 2023 at 10.30 am, by which
            date, they shall submit their replies to the notice.
       28   The scrutinizer shall file their explanation in response to the notice
            which has been issued by this Court on or before the next date
            of listing and shall remain personally present before this Court
            on that day.”
      10 In pursuance of the above order, affidavits have been filed before
this Court by the two members who constituted the Bench of the NCLAT and
by the Scrutiniser. We shall deal with each of these affidavits in a subsequent
part of this order.
     11 Mr Mukul Rohatgi, Dr AM Singhvi, Mr Neeraj Kishan Kaul and Mr
Ranjit Kumar, senior counsel appear on behalf of the appellant. Mr Tushar
Mehta, Solicitor General of India appears on behalf of the NCLAT and the
Member (Technical). Mr PS Patwalia, senior counsel appears on behalf of
the Member (Judicial). Mr Darius Khambata, senior counsel appears on
behalf of the Scrutiniser.
      12 An affidavit has been filed by the Member (Technical) unconditionally
tendering an apology before this Court. The Member (Technical) has,
inter alia, stated that control over the procedure during the course of the
proceedings before the Bench, particularly the procedure of mentioning,
is with the Member (Judicial) on account of his judicial training and
experience in the functioning of the courts. The Member (Technical) has
stated that on 13 October 2023, when the Presiding Judge and he entered
the courtroom in the post-lunch session, the courtroom was overcrowded
with an unusually large number of advocates. Once the mentioning process
was over, the Member (Judicial) asked him to pronounce the judgment
which he thereafter proceeded to pronounce. It has been stated that none
of the advocates from any of the parties made any effort to bring on record
and place before the Bench on 13 October 2023 the actual order which was
passed by this Court in the pre-lunch session and that it was much after the
pronouncement of the judgment in the post-lunch session at around 6.27
p.m. that the NCLAT Registry received an email containing a copy of the
order after the proceedings for the Tribunal had been concluded for
        ORBIT ELECTRICALS PRIVATE LIMITED v.                     1037
          DEEPAK KISHAN CHHABRIA & ORS.

the day. The Member (Technical) has referred to the CCTV footage
of the proceedings of the NCLAT and to a pen drive which has been
received.
     13 The Member (Judicial), on the other hand, has filed an affi davit
in which the following averments appear in Paragraph 10 :
       “10 … The bench presided by the deponent and the Technical
           Member Shri Alok Shrivastava assembled a few minutes
           after 2 PM, at about 2.05 PM, on 13.10.2023, when some
           counsel tried to mention the matter. However, neither any
           order of this Hon’ble Court was filed with the Registry
           or Court Maste3r nor was any order even handed over to
           the bench by the parties before assembling of the bench.
           Rule 38 of NCLAT Rules, 2016 authorises the parties or
           their authorised representatives to furnish any document
           to the Court Master which he wishes to place on record for
           reference by the Bench, before the commencement of the
           proceedings for the day. However, no such attempt was even
           made by the counsel of either of the parties.”
     14 Paragraphs 13 and 14 of the affidavit of the Member (Judicial)
are set out below :
       “13 That it is further submitted that the procedure followed
           in the NCLAT, like in this Hon’ble Court and many other
           courts is that when a matter is listed for pronouncement of
           judgment, mentioning by counsel for any case is permitted
           only after pronouncement of judgment and not before that.
           Following that practice, the deponent did not entertain any
           attempt at mentioning by the counsel and thereafter the
           Technical Member proceeded to pronounce the judgment
           authored by him.
       14 That it is reiterated that the copy of the order dated
          13.10.2023 passed by this Hon’ble Court was not on record
          before the bench presided by the deponent on 13.10.2023.
          Had the said order been brought on record as per procedure
          before the bench presided by the deponent, there is no doubt
          that the bench would not have pronounced its judgment.”
1038           SUPREME COURT REPORTS                 [2023] 15 S.C.R.


     15 The Member (Judicial) states that a copy of the order dated 13
October 2023 was brought before him for the first time after 5:35 PM on
13 October 2023 when it was received by the Registrar of the NCLAT
by email.

     16 During the course of the hearing, the Solicitor General has
produced a copy of the authenticated CCTV footage of the actual hearing
which took place before the NCLAT on 13 October 2023 in the course
of the afternoon session. The CCTV footage has been played twice in
the Court for being seen and heard by all present in the open Court. A
transcript of the proceedings has also been tendered by the Solicitor
General. During the course of the hearing, since the CCTV recording
was replayed twice, we have had the occasion to tally the transcript
which has been tendered with the video recording of the proceedings.
The transcript which has been tendered by the Solicitor General is set
out below in its entirety :

       “Transcript of conversation and exchanges in Court Room-II,
       NCLAT in post-lunch session on 13.10.2023

       Note:

       (1) Clock of CCTV is about 27 minutes ahead of the actual time.
           Times given below are actual times.

       (2) There were approximately 85-90 persons inside the Court
           Room-II at the beginning of post lunch session at 02:07 PM
           (actual time) on 13.10.2023.

       (3) Mr Ramji Srinivasan, Sr. Advocate entered the Court Room at
           13:51 hrs and Mr. Krishnendu Dutta, Sr. Advocate entered at
           13:53 hrs.

       (4) The proceedings in Court-II began at 14:06:50 hrs with the
           entry of bench members in the court room and concluded in
           the matter at 14:30 hrs.
  ORBIT ELECTRICALS PRIVATE LIMITED v.                        1039
    DEEPAK KISHAN CHHABRIA & ORS.


Mr Ramji         May I mention, with your Lordships permission,
Srinivasan       before Your Lordship proceeds to pronounce the
                 judgment My Lords in the Orbit matter, I must
                 apprise your Lordships of a further development
                 that has happened. My Lords the matter was heard
                 by the Supreme Court My Lords in a contempt
                 petition filed by the other side. Your Lordships
                 recollect Your Lordships had reserved the order.
Justice Rakesh   Not clear
Kumar
Mr. Ramji        My Lords I am bound by the order, the order of the
Srinivasan       Supreme Court My Lords. All that it says is this
                 just so that Your Lordships My Lords. This has
                 nothing to do with Your Lordships pronouncing
                 the order. But this was what was directed that
                 we must apprise your Lordships before Your
                 Lordships pronounce the order today that the
                 Supreme Court had passed an order saying that
                 any declaration My Lords the action taken will
                 be subject to outcome of the appeal. So My Lords
                 the voting had taken place. The scrutinizer had
                 withheld the result of resolution board subject to
                 outcome whatever. We had taken some opinion
                 of some judges. Therefore, he took the advice
                 and said that I will withhold. The other side
                 went up in contempt and moved an application
                 before the Hon’ble Supreme Court saying that
                 the scrutinizer should not have withheld result
                 subject to outcome, whatever be the result,
                 whether Mr. Chabaria was to continue or not, that
                 should be declared but Your Lordships should not
                 pronounce. The Hon’ble Supreme Court today
                 now said that Your Lordships can pronounce
                 the judgment and I must apprise Your Lordships
                 before Your Lordships pronounce. That’s all.
1040         SUPREME COURT REPORTS                      [2023] 15 S.C.R.



       Hon’ble Justice Nothing is before us on record…(not clear)
       Rakesh Kumar allow us to pronounce judgment.
       Mr. Ramji         Apprise Your Lordship. I will just read, nothing
       Srinivasan        else. May I just show the order passed by the
                         Hon’ble Supreme Court.
       Hon’ble Justice   Just a minute. There is no point… (not clear)
       Rakesh Kumar
       Mr. Krishnendu  No no no… (cross talk, not clear)… Hon’ble
       Dutta           Supreme Court says order may be pronounced
                       only after results are eclared, thats the order of
                       Hon’ble Supreme Court.
       Hon’ble Justice Neith er any order has been official
       Rakesh Kumar communicated to us.
       Mr. Krishnendu    (interjecting) It was passed this morning.
       Dutta
       Hon’ble Justice (continuing) nor it has been passed, nor it has
       Rakesh Kumar been mentioned before us. We have reserved the
                       judgment, we are pronouncing it.. you can go to
                       the Supreme Court.
       Mr. Ramji       (Cross talk, not clear) my friend is misstating
       Srinivasan      the order. It only says that Lordships have to be
                       apprised of the order… that’s all.
       Hon’ble Justice We are not taking cognizance of anything. The
       Rakesh Kumar case is listed under the caption ‘for orders’ we
                       are pronouncing it… If you think that we are
                       passing order in violation of the Supreme Court
                       order, you go and complain (not clear)…. Allow
                       us to pass the order.
       Mr. Krishnendu No its not that. Hon’ble Supreme Court has
       Dutta           passed an order this morning, it is my duty to
                       place it before you (he does not tender copy of
                       the order)
       Justice Rakesh  Whatever you want to bring on record, do so
       Kumar           through affidavit.
            ORBIT ELECTRICALS PRIVATE LIMITED v.                         1041
              DEEPAK KISHAN CHHABRIA & ORS.


      Court Master        Calls out Item 1, For Judgment – Company
                          Appeal (AT) No. 64 of 2020.
      Dr Alok             (pronounces the judgment in CA (AT) 64 of 2020)
      Srivastava
      Senior Lawyers      So deeply obliged….”
      Mr

     17 The above transcript of the proceedings together with the video
recording which has been produced before the Court leaves no manner of
doubt that :
     (i)     The Bench of the NCLAT was duly apprised of the fact that an
             order had been passed by this Court in the morning session on
             13 October 2023;
     (ii)    The Scrutiniser had withheld the result of the AGM; and
     (iii) The purport of the order of this Court dated 13 October 2023
           was that the NCLAT shall pronounce judgment in the pending
           appeal after the results of the AGM were declared.
      18 The transcript indicates that both Mr Krishnendu Dutta (senior
counsel) and Mr Ramji Srinivasan (senior counsel) appearing on behalf of
the contesting parties had apprised the Bench of the NCLAT of the order
of this Court. The CCTV footage makes it abundantly clear that both the
counsel had a copy of the order of this Court and made an effort to read
out the order. The Member (Judicial), however, stated that no copy of the
order “has been officially communicated to us”. The Member (Judicial) also
observed that since the NCLAT had reserved judgment, it was proceeding to
pronounce the judgment and the appellants (represented by their counsel Mr
Krishnendu Dutta) “can go to the Supreme Court”. The Member (Judicial)
stated that “if you think that we are passing order in violation of the Supreme
Court order, you go and complain”. The parties were directed to place on
affidavit anything that they wish to bring on the record.
      19 From the CCTV footage as well as from the transcript, it is evident
beyond a shadow of doubt that though the NCLAT was duly apprised of the
fact that this Court had in the morning session on 13 October 2023 passed
an order to the effect that the judgment shall be pronounced only after the
1042          SUPREME COURT REPORTS                        [2023] 15 S.C.R.


results by the Scrutiniser are declared, the Bench of the NCLAT declined to
pay heed to the order of this Court. The Member (Judicial) has referred in his
affidavit to the Rules governing procedure in the NCLAT, more particularly,
Rules 38, 101 and 102 which read as follows :
       “38. Statutes or citations for reference.- The parties or authorised
            representatives shall, before the commencement of the
            proceedings for the day, furnish to the Court Master a list of
            law journals, reports, statutes and other citations, which may be
            needed for reference or photo copy of full text thereof.
                           ×××     ×××     ×××
       101. Placing of Supreme Court orders before Appellate Tribunal.-
            Whenever an interim or final order passed by the Supreme Court
            of India in an appeal or other proceeding preferred against a
            decision of the Appellate Tribunal is received, the same shall
            forthwith be placed before the Chairperson or Members for
            information and kept in the relevant case file and immediate
            attention of the Registrar shall be drawn to the directions
            requiring compliance.
       102. Registrar to ensure compliance of Supreme Court orders.-
            It shall be the duty of the Registrar to take expeditious steps to
            comply with the directions of the Supreme Court.”
      20 The order of this Court was brought to the attention of the Bench
of the NCLAT. The correct course of action, if the Bench was of the view
that the order should be produced in accordance with Rules, was to defer
the pronouncement of the judgment so as to enable the parties to comply
with the procedure. The order of this Court was uploaded at 1.55 PM on 13
October 2023. The gist of the order was intimated to the Court. It is evident
from the CCTV footage that even copies of the order were with the respective
counsel. Hence, it is only to be expected from a judicial body that the order
should have been allowed to be tendered or, in the alternative, if the Bench
felt that it should be produced in a proper format on affidavit, sufficient
time ought to be given to do so. The transcript, however, reveals that Bench
went on to deliver the judgment ignoring the substantive direction which
had been issued by this Court earlier on 13 October 2023.
         ORBIT ELECTRICALS PRIVATE LIMITED v.                               1043
           DEEPAK KISHAN CHHABRIA & ORS.

      21 We have, therefore, no manner of doubt that the Bench of the
NCLAT has acted in willful defiance of the order despite the fact that its
attention was drawn to the order of this Court.
      22 The Member (Technical) has tendered an unconditional apology
stating that control over the procedure of the Court, particularly on matters
which are mentioned rests with the Member (Judicial) who has training and
experience in judicial matters.
      23 Bearing in mind the unconditional apology which has been tendered
before this Court we do not wish to take this matter to a further stage
having held that there was a breach of the order of this Court. We are of the
considered view that the matter should be allowed to rest there by accepting
the apology of the Member (Technical).
      24 As regards the Member (Judicial) we have already noted in the
previous order of this Court that what has been stated is contrary to the
record. We find that this has been compounded by what has been stated in
the affidavit filed tendered before this Court in pursuance of the previous
order. Paragraph 10 of the affidavit of the Member (Judicial) takes note of the
fact that when some counsel tried to mention the matter, neither any order of
the Supreme Court was filed with the Registry or with the Court Master nor
was any order handed over to the Bench by the parties before assembling
of the Bench. The affidavit further states that following the practice of the
NCLAT, the deponent did not entertain any attempt at mentioning by the
counsel and that the order of this Court dated 13 October 2023 was not on
the record before the Bench presided by the deponent on 13 October 2023.
What the affidavit does not state is that a conscious effort was made by the
Bench to prevent the order of this Court being placed on the record despite
the fact that the court was apprised of the passing of the order by this Court
in the morning session. We censure the conduct of the Member (Judicial).
We would rest the matter at that level.
     25 As regards, the Scrutiniser, it is evident that in the order of this Court
dated 26 September 2023, there was a clear direction that the interim order
passed by the NCLAT on 21 September 2023 would stand vacated. There
was a further direction that any action that would be taken in pursuance
of the result of the AGM would be subject to the pending appeal. The
Scrutiniser was duty bound to implement the order of this Court. Instead,
1044         SUPREME COURT REPORTS                        [2023] 15 S.C.R.


what emerges from the record was that after the order dated 26 September
2023, the AGM took place on 29 September, 2023. The Court is apprised of
the fact that a limited window was made available on 29 September 2023
for those who wished to vote to do so. At 5.55 PM on 29 September 2023,
an email was addressed by the Scrutiniser to the Company Secretary of
Finolex Cables Limited seeking a legal opinion about the manner in which
the votes which were cast at the AGM would have to be treated. By then,
voting had concluded on 28 September 2023. The Scrutiniser states that a
legal opinion was obtained by the company on the basis of which he took
steps to withhold the result of the AGM.
     26 The beneficiary of this action was Mr Deepak Kishan Chhabria, who
was then acting as Chairman-cum-Managing Director. Mr Deepak Kishan
Chhabria has been represented by Mr Shyam Divan and Mr Maninder Singh,
senior counsel. The Scrutiniser, Mr VM Birajdar has been represented in
these proceedings by Mr Darius Khambata, senior counsel. We have no
manner of doubt that the Scrutiniser has acted in concert with Deepak Kishan
Chhabria to delay the declaration of the result of the AGM, effectively in
breach of the directions that were issued by this Court on 26 September 2023.
     27 We are of the view that such action by commercial interests must
be dealt with firmly so as to serve a clear reminder that the process of this
Court cannot be allowed to be misused for partisan purposes in commercial
disputes involving warring factions.
      28 We accordingly order and direct that Mr Deepak Kishan Chhabria
shall pay a sum quantified at Rs One crore to the Prime Minister’s Relief
Fund within a period of four weeks from the date of the order. Mr VM
Birajdar shall pay a sum quantified at Rs Ten lakhs to the Prime Minister’s
Relief Fund within a period of four weeks.
     29 Before concluding, we record the statement of Mr PS Patwalia,
senior counsel appearing on behalf of the Member (Judicial) that the Member
(Judicial) has tendered his resignation from office by a letter addressed to
the Chairperson of the NCLAT and to the Secretary, Ministry of Corporate
Affairs today.
     30 The Scrutiniser has tendered an unconditional apology through Mr
Khambata. Mr Deepak Kishan Chhabria has also tendered an unconditional
apology through Mr Shyam Divan, senior counsel.
          ORBIT ELECTRICALS PRIVATE LIMITED v.                              1045
            DEEPAK KISHAN CHHABRIA & ORS.

     31 Since the proceedings are being closed, we reiterate the directions
which were issued in the earlier order of this Court setting aside the judgment
which was delivered by the Bench of the NCLAT on 13 October 2023. The
proceedings in the appeal shall now be listed before a Bench presided over by
the Chairperson of the NCLAT for hearing and final disposal of the appeal.
We have not made any observations on the merits of the rival contentions.
      32 The issues which are sought to be raised by Mr Deepak Khosla,
counsel appearing on behalf of the intervenor, have nothing to do with the
main proceedings before this Court. Hence it is not necessary to entertain
the Interlocutory Application. The IA is accordingly dismissed.
      33 The Contempt Proceedings are accordingly disposed of in terms
of the above directions.
      34 Pending applications, if any, stand disposed of.


Headnotes prepared by:                            Contempt Proceedings disposed of.
Divya Pandey