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2023 (2) TMI 768 - 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. Compliance with the second proviso to sub-Section (3) of Section 272 of the Companies Act, 2013. 2. Specific allegations against the respondent company. 3. Current management and operational status of the respondent company. Issue-wise Detailed Analysis: 1. Compliance with the second proviso to sub-Section (3) of Section 272 of the Companies Act, 2013: The Tribunal noted that the Ministry of Corporate Affairs granted permission to file winding up petitions against 49 companies based on the SFIO Report. However, there was no evidence of compliance with the second proviso to sub-Section (3) of Section 272 before filing the petition. The communication dated 29.08.2017 to the Director, SFIO, directing to assist the RoC, could not be construed as permission for filing the petition. The Tribunal emphasized that without proper sanction, the winding up petition could not proceed. 2. Specific allegations against the respondent company: The Tribunal found that there were no specific allegations against the respondent company. The SFIO Report mentioned a single past transaction, which had already concluded. The Tribunal highlighted the lack of ongoing or recent illegal activities involving the respondent company, which weakened the case for winding up based on past actions alone. 3. Current management and operational status of the respondent company: The Tribunal observed that the respondent company was under new management and operating as a going concern, complying with the Companies Act, 2013, and the Income Tax Act, 1961. The company was making regular filings and adhering to statutory requirements. The Tribunal concluded that the company's current lawful operations and compliance with regulations did not justify winding up. Conclusion: The Tribunal dismissed the winding up petition on three counts: non-compliance with the second proviso to sub-Section (3) of Section 272, lack of specific allegations against the respondent company, and the company's current lawful operations under new management. The Tribunal vacated any interim orders and dismissed all connected cases, including the Contempt Petition, without any order as to costs. The appeal was found to lack merit and was dismissed, aligning with the precedent set in a similar case involving Apoorva Leasing Finance & Investment Company Limited, which had been upheld by the Hon'ble Supreme Court.
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