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2023 (2) TMI 767 - AT - Companies LawWinding up of company - Sections 271 and 272 of the Companies Act, 2013 - HELD THAT - On going through the pleadings made on behalf of the parties and also the Judgment passed by Hon ble three Member Bench of this Tribunal in the case of 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 which has attained finality as the Civil Appeal has also been dismissed by the Hon ble Supreme Court in UNION OF INDIA VERSUS APOORVA LEASING FINANCE AND INVESTMENT CO LTD AND ANOTHER 2021 (1) TMI 1293 - SC ORDER , it is found that facts of the instant Appeal are same and identical to the case which was dismissed by this Appellate Tribunal vide in the case of Registrar of Companies Vs. Apoorva Leasing Finance Investment Company Limited and Another . Supreme Court held that it only needs to be clarified that the order of the NCLAT, which had come to the conclusion that there was a violation of the principles of natural justice in adhering to the provisions of Section 272(4) of the Companies Act 2013, will not come in the way of the appellant taking recourse to the remedies available in law after following due process. There is no merit in the Appeal, the instant Appeal is hereby dismissed.
Issues Involved:
1. Legality of the impugned order dated 18.12.2019 passed by the National Company Law Tribunal (NCLT), New Delhi. 2. Examination of the SFIO report and its findings. 3. Validity of the winding up petition filed by the Appellant. 4. Sanction and procedural compliance under Section 272(4) of the Companies Act, 2013. 5. Similarity with the case of "Registrar of Companies Vs. Apoorva Leasing Finance and Investment Company Limited." Issue-wise Analysis: 1. Legality of the Impugned Order: The Appellant challenged the legality of the NCLT's order dated 18.12.2019, which dismissed the winding up petition against the Respondent company. The NCLT based its decision on the similarity of facts with a previously dismissed case, "Registrar of Companies Vs. Apoorva Leasing Finance and Investment Company Limited," asserting that the facts were identical and thus warranted the same conclusion. 2. Examination of the SFIO Report: The Appellant's case relied heavily on the SFIO report dated 31.03.2016, which detailed the involvement of the Respondent company in money laundering activities. The SFIO investigation revealed that the Respondent company, along with others controlled by the Jain Brothers, was part of a web of transactions designed to create share capital and reserves through circular transactions, without any substantial business activity. 3. Validity of the Winding Up Petition: The Appellant filed the winding up petition under Sections 271 and 272 of the Companies Act, 2013, based on the SFIO findings. The petition sought the winding up of the Respondent company in the public interest, appointment of a liquidator, and directions to maintain the status quo regarding the company's assets. 4. Sanction and Procedural Compliance: The Tribunal dismissed the petition partly on the grounds of lack of proper sanction. The Appellant argued that the letter dated 29.08.2017 constituted valid sanction from the Central Government. However, the Tribunal found that the sanction did not comply with the requirements of Section 272(4), which mandates giving the company a reasonable opportunity to make representations before granting sanction. 5. Similarity with "Registrar of Companies Vs. Apoorva Leasing Finance and Investment Company Limited": The Tribunal referred to the case of "Registrar of Companies Vs. Apoorva Leasing Finance and Investment Company Limited," where a similar winding up petition was dismissed due to lack of proper sanction and procedural lapses. The NCLAT upheld this dismissal, and the Supreme Court later dismissed the appeal on the grounds of limitation, without entering into the merits of the case. Conclusion: The NCLAT concluded that the facts of the present case were identical to those in the "Registrar of Companies Vs. Apoorva Leasing Finance and Investment Company Limited" case. Given that the previous case had been dismissed and the decision upheld by the Supreme Court, the NCLAT found no merit in the current appeal and dismissed it accordingly. The judgment emphasized the importance of procedural compliance and the necessity of giving companies a reasonable opportunity to make representations before granting sanction for winding up petitions.
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