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2023 (2) TMI 769 - 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. 2. Allegations of money laundering and fraudulent activities. 3. Procedural propriety and sanction for winding up. 4. Similarity with previous cases and precedents. Detailed 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 Tribunal based its dismissal on a precedent set by a similar case, "Registrar of Companies Vs. Apoorva Leasing Finance And Investment Company Ltd.," where the facts were identical. The Tribunal concluded that there was no reason to reach a different conclusion and dismissed the petition on grounds of lack of sanction and merit. 2. Allegations of Money Laundering and Fraudulent Activities: The Appellant's case was based on an SFIO report dated 31.03.2016, which investigated the affairs of M/s NKS Holdings and its group companies, including the Respondent. The investigation revealed that the Jain Brothers controlled 49 companies involved in money laundering activities. The SFIO report detailed the modus operandi of these companies, including circular flow of money, creation of share capital through fraudulent means, and involvement in non-bank financial activities without proper registration. The SFIO recommended winding up these companies to prevent further fraudulent activities. 3. Procedural Propriety and Sanction for Winding Up: The Appellant argued that the winding up petition was filed with proper sanction from the Central Government, as evidenced by a letter dated 29.08.2017. The Tribunal, however, found that the sanction process lacked procedural propriety, as it did not provide the Respondent company with a reasonable opportunity to make representations. This was in line with the precedent set by the case "Registrar of Companies Vs. Apoorva Leasing Finance & Investment Company Limited," where the lack of proper sanction and opportunity for representation led to the dismissal of the petition. 4. Similarity with Previous Cases and Precedents: The Tribunal's decision heavily relied on the precedent set by the case "Registrar of Companies Vs. Apoorva Leasing Finance & Investment Company Limited," which was upheld by the NCLAT and subsequently not entertained by the Supreme Court due to procedural limitations. The Tribunal found that the facts of the current case were identical to the previous case, and thus, there was no merit in the appeal. The Tribunal emphasized that the lack of reasonable opportunity for representation and the procedural deficiencies in obtaining the sanction were critical factors in dismissing the petition. Conclusion: After considering the arguments and precedents, the Tribunal dismissed the appeal, finding no merit in it. The Tribunal's decision was consistent with the previous judgment in a similar case, which had attained finality. The Tribunal directed the registry to upload the judgment and send a copy to the National Company Law Tribunal, New Delhi Bench.
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