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2023 (1) TMI 1193 - AT - Companies LawWinding up petition - Sections 271 and 272 of the Companies Act, 2013 - HELD THAT - The facts of the instant Appeal are same and identical to the case which was dismissed by this Appellate Tribunal in REGISTRAR OF COMPANIES NCT DELHI AND HARYANA VERSUS APOORVA LEASING FINANCE INVESTMENT CO LTD, UNION OF INDIA, THROUGH THE SECRETARY, MINISTRY OF CORPORATE AFFAIRS, NEW DELHI. 2019 (12) TMI 1634 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL, NEW DELHI , where it was held that It is apparent that without giving reasonable opportunity of representation to Respondent No.1 the sanction has been granted that too without applying the mind thus we find no ground to interfere in the order passed by the NCLT. Therefore, there is no merit in the Appeal, the instant Appeal is hereby dismissed.
Issues Involved:
1. Compliance with the second proviso to sub-Section 930 of Section 272 of the Companies Act, 2013. 2. Specific allegations against the Respondent Company and the relevance of the SFIO Report. 3. The status of the Respondent Company being run by new management and its compliance with legal provisions. Detailed Analysis: 1. Compliance with the second proviso to sub-Section 930 of Section 272 of the Companies Act, 2013: The Tribunal dismissed the winding-up petition on the grounds that there was no compliance with the second proviso to sub-Section 930 of Section 272 of the Companies Act, 2013. The Appellant's argument that the letter dated 29.08.2017 served as a sanction letter was not accepted by the Tribunal. The Tribunal found that the letter did not provide the necessary details or show that the Respondent company was given a reasonable opportunity to make representations, which is required under the law. 2. Specific allegations against the Respondent Company and the relevance of the SFIO Report: The Tribunal noted that there were no specific allegations against the Respondent Company, and the single transaction mentioned in the SFIO Report pertained to past activities that were concluded. The Appellant argued that the Respondent company was involved in money laundering activities and that the SFIO report dated 31.03.2016 recommended winding up the company. However, the Tribunal found that the SFIO report did not provide sufficient grounds for winding up as the alleged activities were historical and had been addressed. 3. The status of the Respondent Company being run by new management and its compliance with legal provisions: The Tribunal found that the Respondent Company was being run by new management as a going concern and was making all necessary compliances with the provisions of the Companies Act, 2013, and the Income Tax Act, 1961, and filing returns regularly. The Appellant argued that the company's past illegal activities and the revenue and surplus amount in its balance sheet were outcomes of fraud and illegal activities. However, the Tribunal noted that the company's existence is perpetual and not dependent on its shareholders or changed management. The Tribunal concluded that the current management's compliance with legal provisions negated the need for winding up the company based on past activities. Conclusion: The Tribunal dismissed the winding-up petition on three counts: lack of compliance with legal provisions, absence of specific allegations against the Respondent Company, and the company's current compliance with legal provisions under new management. The Tribunal's decision was influenced by a similar case ("Registrar of Companies Vs. Apoorva Leasing Finance & Investment Company Limited") where the appeal was dismissed by the NCLAT and upheld by the Supreme Court. The Tribunal's judgment emphasized the importance of following due process and providing reasonable opportunities for representation before taking drastic actions like winding up a company.
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