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TMI Blog2021 (2) TMI 16X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany, who shall function as per the provisions of the Companies Act, 2013; to direct the existing management of the Respondent No. 1 Company to peacefully cooperate with the Provisional Liquidator to carry out his duties under the Companies Act, 2013, as interim reliefs, pending finalisation of the main Company Petition. 2. Brief facts leading to the filing of the present Petition are as follows: 1.) Antrix Corporation Ltd. (hereinafter referred to as "Petitioner"), is a wholly owned Government of India Company under the administrative control of Department of Space (hereinafter also referred to, as 'DOS') and it was incorporated on 28.09.1992 under the Companies Act, 1956. It is the commercial arm of Indian Space Research Organization (hereinafter also referred to as 'ISRO') and it promotes and commercially markets the products and services emanating from the Indian Space Programs. 2.) Devas Multimedia Pvt. Ltd., (hereinafter referred to as Respondent No. 1) is a Company incorporated on 17.12.2004, having its registered office at First Floor, 29/1, Kaveriappa Layout, Millers Tank, Bund Road, Bangalore-560052, Karnataka, and registered with the Registrar of C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... overnment of India in the Department of Space, and other government officials. 5.) The Respondent No. 1 has filed an Application U/s. 9 of the Act for securing the sum in the Award before the Hon'ble Delhi High Court on 25.09.2015. Further, the Petitioner amended the Application U/s. 9 of the Act pending before the City Court, Bangalore to restrain the SLP Petitioner viz., Devas Multimedia Private Limited, from implementing or enforcing the award. On 28.02.2017, learned Single Judge of the Delhi High Court held that Application U/s. 9 of the Act filed by SLP petitioner before the Delhi High Court was maintainable. However, the Division Bench of the High Court set-aside the judgment of the learned Single Judge on 30.05.2018, with the result that the proceedings before the City Civil Court, Bangalore would proceed. The Application filed by the Respondent under Section 34 of the Act, stands transferred to the Delhi High Court. The Hon'ble Supreme Court of India directed that the issue in question shall be kept in abeyance till the Delhi High Court decides the Application for stay in the Application filed under Section 34 of the Act. The suit pending before City Civil Court w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Company Petition, has inter alia further submitted as follows: a. The Respondent No. 1 Company (R1 Company) is a company incorporated only on 17.12.2004 and within a span of hardly one and half month, the Respondent No. 1 was managed to get contract on 28.01.2005. The initial Memorandum of Association of the Respondent No. 1 did not contain any reference regarding provision of internet services, which was added at a later point of time. The authorized share capital and paid-up capital of the company as Rs. 5 Lakh and Rs. 1 Lakh respectively, divided into 10000 equity shares of Rs. 10 each. It currently stands at Rs. 20% lakh and paid-up share capital at Rs. 18,37,150/- (Rupees Eighteen Lakhs Thirty-Seven Thousand One Hundred and Fifty). The Agreement dated 28.01.2005 was terminated vide letter dated 25.02.2011. b. The R1 Company is suffering various cases under the Prevention of Corruption Act, 1988, the Indian Penal Code, 1872, the Prevention of Money Laundering Act, 2002 and the Foreign Exchange Management Act, 1997 ('FEMA'), against the individuals/entities concerned, including CMD and Directors of the Respondent No. 1 company. c. The Respondent No. 1 is a pri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... litigation services and in Rs. 92 Crores remained in India, out of which a sum of Rs. 21 crores was lying in fixed deposits, which have been seized by the PMLA authorities and Rs. 59 Crores was paid as upfront capacity fee to Petitioner. The balance monies were paid out as salaries to the Directors of the R1 Company. The investors/Shareholders worked hand in glove with the illegalities including money laundering activities. f. The pendency of the various cases before the Hon'ble High Court of Delhi and Hon'ble Supreme Court of India relates to different subjects and it is not related to issue raised in the instant case. Therefore, the Tribunal is competent to entertain this Petition and can pass appropriate order in the interest of justice. Therefore, the learned Senior Counsels for the Petitioner urged the Tribunal to pass Interim Orders as prayed for. 5. Shri Rajiv Nayar, and Shri Sajjan Poovayya, Learned Senior Counsels for the R1 Company, while accepting notice for the Respondent No. 1 asked for some time to file short reply with reference to interim reliefs as sought by the Petitioner, has inter alia further submitted as follows: a. The proviso under Section 273 ( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... im Orders as prayed for. 7. In the light of various contentions raised by the Parties, the main points arise for consideration at present are whether the subject matter falls under the jurisdiction of this Tribunal; whether the Petitioner has made out prima facie so as to grant interim relief as prayed for; whether the R1 Company should be granted opportunity before passing any interim order as prayed for. 8. So far as, the jurisdiction of this Tribunal to deal with the subject matter is concerned, the Tribunal is conferred with exclusive jurisdiction to deal all matters arise out of provisions of Companies Acts, 1956/2013, as case may be. Section 430 ousts jurisdiction of Civil Court over the matters, the Tribunal is having jurisdiction. In this regard, it is relevant to extract section 430 of Companies Act, 2013, which reads as under: Section 430 'No civil court shall have jurisdiction to entertain any suit or proceeding in respect of any matter which the Tribunal or the Appellate Tribunal is empowered to determine by or under this Act or any other law for the time being in force and no injunction shall be granted by any court or other authority in respect of any action ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... orporated hardly one and half months earlier, can able to get a Contract from the Govt. of India, that too without having any technical experience in the relevant field. Therefore, without prejudice to the rights of Parties in the litigation pending before the Hon'ble High Court of Delhi and the Hon'ble Supreme Court, the Tribunal can exercise its powers conferred on this Tribunal, under Chapter XX Part 1 of Companies Act, 2013, to appoint provisional Liquidator before passing final winding up order, which would be decided after hearing the Parties. 11. Since the R1 Company has suffered various adverse findings with cogent evidence at the hands of various Statutory Authorities, as detailed supra, it would not be proper to permit R1 Company to continue its name on the rolls of Registrar of Companies, Bangalore. Therefore, in terms of provisions of Section 283 of Companies Act, 2013, it would be just to permit Provisional Liquidator to forthwith take into his or its custody or control all the property, effects and actionable claims to which the R1 Company is or appears to be entitled to and take such steps and measures, as may be necessary, to protect and preserve the proper ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... R1 Company; (3) We direct the existing Management of the R1 Company to extend full cooperation to the Provisional Liquidator to carry-out his duties under the extant provisions of Companies Act, 2013; (4) The Provisional Liquidator is permitted to initiate appropriate action in accordance with extant provisions of Companies Act, to take control of Management of R1 Company and to take custody or control all the property, effects and actionable claims to which the R1 Company is or appears to be entitled to and take such steps and measures, as may be necessary, to protect and preserve the properties of the R1 Company and to avoid misuse of its property; (5) The Provisional Liquidator is further directed to strictly adhere to the extant: provisions as applicable to the instant case, as mentioned under Chapter XX, Part 1 of Companies Act, 2013. (6) And this order is passed without prejudice to the rights of the Parties in the pending litigation before the Hon'ble High court of Delhi and the Hon'ble Supreme Court of India; (7) Post the case on 08th February, 2021 for further hearing. (8) The Registry is directed to communicate this order to all the Parties to the case and a ..... X X X X Extracts X X X X X X X X Extracts X X X X
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