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TMI Blog2020 (7) TMI 536X X X X Extracts X X X X X X X X Extracts X X X X ..... t petition preferred by Alchemist Healthcare Ltd. in short Healthcare and one of its Directors is founded on the allegations of willful disobedience / violation of the orders passed by the Division Bench in LPA 189/2019 Alchemist Infra Reality Ltd. Vs. Union of India & Ors. on 18.03.2019 & 10.04.2019. It would therefore be necessary to advert to the origin of the proceedings culminating into LPA 189/2019 the orders passed where-under, are the basis to maintain the instant petition. 4. It emerges from the record that on the receipt of the complaints - which raised issues with regard to the affairs of Alchemist Infra Reality Ltd. in short Infra Realty and its Directors, the Ministry of Corporate Affairs o/o Registrar of Companies in short ROC invoked the provisions of Section 234 (1) & (7) of the Companies Act, 1956 and vide letter dated 27.03.2012 called upon Infra Realty to furnish information, documents and the explanation sought there-under, failing which, penal action under the relevant provisions of the Act, 1956 was to follow. Infra Realty on the receipt of such communication sought a few opportunities to comply with the command so given by ROC. It appears on account of failu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion under the provisions of the Companies Act, 2013 in short the Act, 2013. The Division Bench disposed off the said LPA 189/2019 vide order 18.03.2019 clarifying and directing that the inquiry be held in pursuance of the directions issued by the ld. Single Judge strictly in compliance with the provisions contemplated under the Act, 1956 with the liberty reserved to the parties to raise all objections as may be permissible with the statutory authority causing an inquiry into the Act, 1956. It appears that after the disposal of the LPA 189/2019, a CM No.16956/2019 came to be filed before the Division Bench on account of summons issued by SFIO to Alchemist Ltd. and Alchemist Hotels & Resorts Ltd. under the provisions of the Act, 2013. Issuing notice thereof, the Division Bench ordered for any coercive steps in terms of the order dated 18.03.2019 and the summons dated 20.03.2019 to be kept in abeyance, simultaneously however, directing that in case the respondent nos. 1 to 4 wish to proceed strictly in accordance with the directions issued by it on 18.03.2019, they may do so. In this background, the instant contempt petition has come to be filed by Healthcare and one of its Directors ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mist Realty Limited; (v) Netedge Technology Pvt. Ltd.; (vi) Alchemist Capital Ltd.; (vii) Alchemist Infra Realty Ltd.; and, (viii) Alchemist Hotels & Resorts Ltd. 6. In the submissions of Mr. Nayyar, ld. Senior Counsel for the petitioners, the investigations initiated against Infra Realty under the provisions of the Act,1956 take into its sweep the other companies of Alchemist group and that the order dated 18.03.2019 passed by the Division Bench was also in that direction and therefore, the summons dated 13.06.2019 issued by SFIO to Healthcare and its purported group companies under the provisions of the Act, 2013 were bad in law and contemptuous. According to Mr. Nayyar, the pro forma respondent companies in LPA 189/2019 being the group companies, any investigation and/or action against them had to be initiated and / or prosecuted only under the provisions one enactment i.e. the Act,1956 and therefore, the issuance of summons dated 21.12.2018 & 13.06.2019 by SFIO to the companies other than Infra Realty was not only illegal but invited action for contempt as it happened in spite of the orders passed by the Division Bench on 18.03.2019 read in conjunction with the order ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e instant petitioners or any other company of the Alchemist Group and therefore, the contempt petition was wholly misconceived. In the written submissions filed, it also comes to be stated that the present petitioners and the other Alchemist Group Companies have since filed a W.P.(C) No.2385/2020 seeking similar reliefs and it is manifest that even as per the own understanding of the petitioners, the instant proceedings were not maintainable. The contempt petition is thus sought to be dismissed outrightly with costs. In support of such submissions, reliance is placed on i) ER K Arumugam v V.Balakrishnan & Ors; MANU/SC/0149/2019 and ii) Rajasthan Rajya Vidhyut Prasaran Nigam Ltd. v. Rajasthan Rajya Vidhyut Mandal Sewa Nivrat Karamchari Sangh; 2008 SCC Online Raj 149. 8. LPA No.189/2019 was preferred by Infra Realty inasmuch as Infra Realty was the petitioner in both the writ petitions being W.P.(C) No.7529/2012 and W.P.(C) No.8065/201. In these two writ petitions preferred by Infra Realty the challenge was extended to the orders passed by ROC / SFIO in the year 2012. It emerges from the record that the instant petitioner No.1 - Healthcare, as per the certificate of incorporatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... so alleged that the money collected by the petitioner company amounted to the petitioner company floating a collective investment scheme. 10. Mr.Wadhwa, learned Senior Counsel appearing for the petitioners also conceded that the petitioner company would have no objection if an opportunity of hearing is afforded to the petitioner company in terms of the decision of this Court in Hardicon Ltd. (Supra). 11. The aforesaid course commends to this Court. Accordingly, the impugned order dated 27.03.2012 is set aside. It is directed that the present petitions will be treated as a representation by the Registrar of Companies, who shall afford the petitioner company an opportunity of being heard. The petitioner company will appear before the Registrar of Companies through its authorized representative on 22.02.2019 at 2 pm and if required, on subsequent dates fixed by the Registrar. After hearing the parties, the Registrar may pass an order calling upon the petitioner company to submit the information as required. The Registrar shall also consider the petitioner company's contention as to whether provisions of Section 234 (1) of the Act is applicable. 12. It is clarified that if an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e matter has to be in accordance with the provisions of Sections 234 and 235 of the Companies Act, 1956 and not in accordance to the rules or procedure prescribed in the Companies Act, 2013. We see much force in the aforesaid contention. We, therefore, clarify and direct that an inquiry be held in pursuance to the directions issued by the learned writ Court strictly in compliance with the provisions contemplated under the Companies Act, 1956. The parties may raise all objections as may be permissible with the statutory authority causing an inquiry into the matter under the Companies Act, 1956 in pursuance to the communication or the complaints received. In view of the above, the appeal and the pending application stand disposed of." The foregoing order, there is no doubt to say, equally related to Infra Realty and none else. It does not even remotely suggest that it had any bearing for the pro forma respondents which came to be arrayed in the LPA as respondent Nos.5 to 13 without leave of the court or the said respondents having sought to be impleaded in the proceedings as the necessary parties- being the related parties or to say, the group companies of Infra Realty. 10. Qui ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... causing an inquiry into the matter under the Companies Act, 1956 in pursuance to the communication or the complaints received. In view of the above, the appeal and the pending application stand disposed of." Summons dated 20.03.2019 issued by the respondents speaks about action taken in accordance with the Companies Act, 2013. Respondent Nos. 1 to 4 to clarify the position within two weeks. List on 17th July, 2019. In the meanwhile, any coercive steps in terms of order dated 18.03.2019 (Annexure A-1) and summons dated 20.03.2019 (Annexure A-2) issued by the respondents shall be kept in abeyance. However in case the respondent Nos. 1 to 4 wish to proceed strictly in accordance with the directions issued by us on 18.03.2019, they may do so." Assuming, the foregoing order dated 10.04.2019 passed by the Division Bench took into its scope Healthcare as a group company of Infra Realty, though, it is not so, the restraint order was to apply against taking any coercive steps, which, mere issuance of summons would not imply. 11. Seen from any angle, not even an iota of substance emerges from the record to say that any act of the respondent Nos.1 to 3 invites any order prayed for. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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