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TMI Blog2018 (3) TMI 359X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany Money giving lame excuses and deposited it only in 2013 when directed by C.L.B. Petitioner is thus not with clean hands and is not entitled to reliefs being claimed. Respondents claim that due to such conduct of Petitioner they were required to ask Bank not to allow withdrawals to Petitioner. It cannot be termed as 'oppression'. We find substance in the submissions made by the learned Counsel for the contesting Respondents. Looking to the manner the Company Petitioner affairs were being conducted and the conduct of the Petitioner in selectively picking up disputes of the affairs of the Company Petition cannot be allowed to be entertained so as to put in difficulties other Respondents dealing with the Company. We have carefully gone through various records referred by NCLT in relation to the claims made by the Petitioner and we find that NCLT has rightly concluded that the Petitioner approached NCLT without clean hands and did not deserve reliefs as claimed by him. - Company Appeal (AT) No. 238 of 2017 - - - Dated:- 7-2-2018 - Mr. A.I.S. Cheema And Mr. Balvinder Singh, JJ. For The Appellant : Shri Alok Dhir, Ms. Varsha Banerjee, Mr. Milan Singh Negi, Mr. Kunal Godh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company sold land to the extent of 7 Acres to settle disputes. (d) The Petitioner claimed that part of the land of the Company was illegally given on lease to M/s. Venkateswara Reddy Mix Concrete- Respondent No. 6 by lease dated 06.08.2011. The Petitioner gave particulars that consideration was ₹ 2,70,000 per month rent. He claimed that this rent was less looking to market rental value. Security Deposit of ₹ 16,20,000 was received in July 2011. Petitioner claimed that Respondent Nos. 2 3 syphoned money of the lease deposit and deposed the same in Current Account with Respondent No. 4 without authorisation of the Board. (e) According to the Petitioner, he had approached Respondent No. 2 for financial support for wedding of his daughter and the Board authorised him to negotiate sale and execute sale deed to the extent of 5900 Sq. Yards of Company property. According to him he was authorised to utilise ₹ 75 lakhs as advance. He gave details of execution of two sale deeds for total consideration of ₹ 7,43,18,500. According to him he received advance of ₹ 75 lakhs by two cheques. He executed Sale Deed and possession was handed over to the Purchaser ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 5. Original Respondent No. 4 - Bank opposed the petition claiming that it had acted within the rules. It claimed that the Petitioner more or less claimed embezzlements without giving particulars. It claimed that it was unnecessarily dragged in litigation. 6. Respondent Nos. 7 8 claimed in NCLT that they were strangers to the company and that Respondents who were bona fide purchasers could not be dragged in the litigation. Respondent Nos. 7 8 gave particulars as to how relying on Board Resolution dated 25.04.2013, transaction took place and Respondent Nos. 7 to 10 became legal owners of piece of land from the Sale Deeds. These Respondents claim that the Petitioner with oblique motive to settle scores which he had with his father and brother has filed the petition. 7. Original Respondent Nos. 9 10 also resisted the petition and claimed to be bona fide purchasers. 8. It appears that the Petitioner earlier filed Company Petition No. 84/2013 before Company Law Board. Later on, as several further developments took place, it appears that the Petitioner withdrew the said petition with liberty to file fresh comprehensive petition and thus the present petition came to be fil ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tilize ₹ 75 lakhs out of sale proceeds of a portion of immovable property to an extent of 5,900 sq. yds survey No. A-I IDA Uppal as per the said Resolution, (e) Whether funds of Company have been siphoned off by Respondent Nos. 2 3 as alleged by the petitioner, (f) Whether petitioner is authorized by the Board to utilize ₹ 75 Lakhs and he has properly accounted for Company's Accounts of sale proceeds of piece of land sold to M/s. Mahavir Diagnostics Pvt. Ltd, (g) Whether petitioner approached this Tribunal with clean hands and on bona fide grievance(s) to seek equitable relief and (h) If so, what is the relief the petitioner is entitled for. By impugned reasoned order the NCLT dismissed the Petition. Hence the appeal. 11. We have heard learned Counsel for the contesting parties. Learned Counsel for Petition was heard: (a) Counsel for the Appellant referred to Lease Deed dated 06.08.2011 claiming that the lease was given below the prevailing rental value. It is argued that deposit/advance was received from 21.07.2011 and it was siphoned off by Respondent No. 3. The learned counsel found fault with the observations of the NCLT in parag ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... spondent Nos. 2 3 was without special resolution. The Board Meetings produced by Respondents dated 25.04.2013 were never passed. Thus, according to the learned Counsel, the appeal should be allowed and contesting Respondents should be held guilty of 'oppression mismanagement' of the Company affairs. 12. Against this, the learned Counsel for the contesting Respondents submitted as under: (a) The Appellant-Petitioner has selectively filed the appeal against 14 Respondents while the original Company Petition had 26 Respondents. He deliberately did not join original Respondent No. 15 where he was Managing Director and contesting Respondents settled lot of his liabilities which he had incurred in Respondent No. 15 Company. It is argued that Criminal cases were filed against Petitioner and to help him out with regard to mess created by Petitioner in Respondent No. 15 Company contesting Respondents permitted funds of Respondent No. 1 Company to be used. Petitioner started raising disputes only after the dues relating to Respondent No. 15 were settled, selling property of Respondent No. 1 Company to the extent of 7 Acres of land. Learned Counsel referred the Board Meeting ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... duly considered by NCLT. By a detailed judgment NCLT considered various points which were raised and came to right findings. NCLT discussed Memorandum of Understanding dated 07.05.2012 between the contesting parties in which they had decided as to how immovable property of the Company would be dealt with. NCLT found that the Petitioner was signatory to the Memorandum of Understanding. NCLT also considered the Board Meeting Resolution dated 25.04.2013 and as to how the Petitioner was referring to Board Resolution claiming it to be correct only for portion which was in his favour and denying that any further resolution was there. NCLT, considering the complete Board Resolution, as pointed out by the Respondents found that the Resolution permitted the Petitioner to sell a part of the land whereas other part was to be sold by Respondent No. 3 and the sale proceeds were required to be accounted for. NCLT found the Board Resolution dated 25.04.2013 to be in accordance with law. It did not accept the claim of Petitioner that he had been authorised to utilise ₹ 75 lakhs from the sale he was to execute. Other issues being raised by the Petitioner with regard to money were found to be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itioner however wants to rely only on a portion of the resolution. Copy of the same is at Annexure-A11 of the Appeal (Page 192). According to the Petitioner the resolutions passed on 25.04.2013 were only as appearing in this document. This relates to the resolution of the Board permitting the Petitioner to sell 5900 Sq. Yards of the Company land to M/s. Mahavir Auto Diagnostics Private Limited. This is part of Item No. 4 of the Minutes of Meeting which are being relied on by the contesting Respondents. We find that the arguments being raised on behalf of the Petitioner to claim that only the part that he is pointing out was approved in the meeting, have no substance. On the face of Annexure A-11, the title itself shows that it is extract and not some complete document. It appears that the Petitioner took such 'extract' from Respondent No. 2 and since then been trying to make up capital out of it. Such conduct of the Petition has been rightly criticised by the NCLT as approaching not with clean hand. 16. Going through the minutes of Meeting dated 25.04.2013, as relied on by the Respondents (Page 2606 of Appeal Paper Book), it is clear that the Board had further passed R ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... etitioner clearly misused Company Money giving lame excuses and deposited it only in 2013 when directed by C.L.B. Petitioner is thus not with clean hands and is not entitled to reliefs being claimed. Respondents claim that due to such conduct of Petitioner they were required to ask Bank not to allow withdrawals to Petitioner. It cannot be termed as 'oppression'. 20. Considering arguments of both sides and record, we find substance in the submissions made by the learned Counsel for the contesting Respondents. Looking to the manner the Company Petitioner affairs were being conducted and the conduct of the Petitioner in selectively picking up disputes of the affairs of the Company Petition cannot be allowed to be entertained so as to put in difficulties other Respondents dealing with the Company. We have carefully gone through various records referred by NCLT in relation to the claims made by the Petitioner and we find that NCLT has rightly concluded that the Petitioner approached NCLT without clean hands and did not deserve reliefs as claimed by him. 21. Considering various submissions made by learned Counsel for the Appellant, we do not find substance in them so as to ..... X X X X Extracts X X X X X X X X Extracts X X X X
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