2020 (8) TMI 654 - AT - Companies Law

Oppression and Mismanagement - wilful disobedience - mis-operation of Locker - appellant is a 3rd party to the proceedings - maintainability of order under Section 241-242, 337 and 339 of the Companies Act, 2013 - HELD THAT - As far as operation of locker is concerned if the Appellant have ulterior motive then they should have done on the very first day and would not have waited for the subsequent times. We have gone through the Hon ble Supreme Court judgment delivered of USHA ANANTHASUBRAMANIAN VERSUS UNION OF INDIA 2020 (2) TMI 1081 - SUPREME COURT . The fact of the two cases are different Ms.Usha Ananthasubramanian was the former MD and CEO of Punjab National Bank for a limited period 2015 to 2017 whereas she was not related party to Directors of M/s.Gitanjali Geems ltd., and the charges on her was omitted to take precaution or preventive steps to prevent the fraud perpetrated by Mr. Neerav Modi ; whereas in the present case either the money has been transferred by Mr. Ramesh.C.Bawa, or noncompliance of NCLT order has happened. Impleading a party does not mean that charges are proved on them but their presence would enable the court to effectively and adequately adjudicate the matter involved in the case. Appeal dismissed.

Summary

Issues:
1. Appeal against impugned orders dated 26.04.2019 and 04.09.2019 passed by NCLT, Mumbai Bench.
2. Relief sought for setting aside impugned orders and direction to de-seal accounts.
3. Operation of joint lockers without knowledge of NCLT order.
4. Transfer of funds to daughter's account and wilful disobedience of NCLT order.
5. Allegations of mismanagement and mis-governance by IL&FS Group entities.
6. Charges against Mr. Ramesh.C.Bawa for siphoning funds and drawing hefty salaries.
7. NCLT restraint order on alienating properties owned by erstwhile directors.
8. Transfer of funds to company where appellant is a director.
9. Comparison with a Supreme Court judgment regarding preventive steps against fraud.

Detailed Analysis:

1. The appellants filed separate appeals against impugned orders dated 26.04.2019 and 04.09.2019 by NCLT, Mumbai Bench. The relief sought included setting aside these orders and directions to banks to de-seal accounts.

2. Mrs. Asha Kiran accessed joint lockers without knowledge of NCLT order, claiming personal belongings like jewelry were kept in them. The appellant argued that being a 3rd party, she cannot be subjected to orders under relevant sections of the Companies Act, 2013.

3. Miss. Aakanksha Bawa was impleaded for transferring funds to her account, allegedly in wilful disobedience of NCLT order. Similar to the previous appellant, she contended that being a 3rd party, she should not be subjected to the mentioned sections of the Companies Act.

4. The Union of India highlighted mismanagement in the IL&FS Group, leading to defaults and catastrophic impacts on the economy. Charges were brought against Mr. Ramesh.C.Bawa for siphoning funds and drawing hefty salaries.

5. NCLT restrained erstwhile directors, including Mr. Ramesh.C.Bawa, from alienating properties. The director argued that the appellants were necessary parties for effective decrees due to their involvement in the affairs of the IL&FS Group.

6. Mr. Ramesh.C.Bawa's transfer of funds to a company where the appellant is a director raised suspicions of mismanagement or fraud, as per the Director's submission.

7. The judgment compared the case with a Supreme Court ruling regarding preventive steps against fraud. It emphasized that impleading a party does not imply guilt but aids in effective adjudication. Consequently, both appeals were dismissed without costs.