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TMI Blog2021 (6) TMI 788X X X X Extracts X X X X X X X X Extracts X X X X ..... 32 of NCLT, Rules 2016 by inter-alia seeking to appoint an independent auditor/professional for conducting an audit/investigation into the affairs of the Respondent No. 1 company a/w Respondent No. 5 Company and Sathyam Roller Flour Mills Private Limited, for the period 2019-20 to 2020-21. 2. C.A No. 38 of 2021 in C.P No. 45/BB/2021 is filed by Shri Ankit Bansal (Petitioner/Applicant) & 2 others Under Rule 11 r/w Rule 32 of NCLT, Rules 2016 by inter-alia seeking to appoint an independent auditor/professional for conducting an audit/investigation into the affairs of the Respondent No. 1 company a/w Bright Flexi International Private Limited and Sathyam Roller Flour Mills Private Limited, for the period 2019-20 to 2020-21. 3. C.A No. 39 of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eques worth Rs. 16.5 crore and 94 cheques worth Rs. 9.19 crore for which details were not furnished. Payments have been made in cash in excess of the limits provided in the Income tax Act. (4) Instructions have been given to the HODs for not disclosing any information to the Applicant; and they have been instigated against the Applicant/Petitioner. (5) Details of fictitious transactions have not been furnished to the Applicant. (6) There is manipulation of the number of employees on the rolls. While there are only 600 to 700 employees on the rolls of Bright Packaging, there are about 1400 actually working. Large part of the salaries are paid in cash, and paid below the minimum wages prescribed. Salaries of senior personnel are also de ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eplete the assets of the company, and needs to be prevented by ordering a full investigation into the affairs of the Company. Alternatively, to put some observer who can monitor that no malfeasance/misappropriation takes place. 8. Mr. S Raghavan, Senior Counsel for the Respondent has vehemently opposed the relief sought in these CAs. He referred to our order dated 28.05.2021 to state that when no prima facie case of oppression and mismanagement is made out against the Respondents, since the main CPs are to be taken up in a few days, and the CPs appear to be not maintainable, and after due consideration the reliefs given in the interim order of 06.04.2021 were vacated/withdrawn, these CAs seeking investigation cannot be allowed. Appointment ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... red once having been brought to our notice. They are accompanied by specific details and evidences that need to be examined after giving due and fair opportunity to the Respondents. We have made it clear during the hearing today that while all the issues of oppression and mismanagement shall be taken up in the main CPs, our immediate concern is that the value of the company's assets should not suffer diminution in any way, and its income and available funds remain in and utilized only for the business. Any diversion or siphoning off would harm all the stakeholders. 11. Our other concern is that since it seems to be a family dispute and about exercising influence/control over the business, and there are allegations and counter allegatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ver transactions with effect from 01.04.2021; (c) Earlier transactions for the FYs 2019-20 and 2020-2021 shall be considered in the main CPs, after hearing both sides; (d) In exercise of the above functions he shall not in any way interfere in the day to day functioning/operations of the Company; (e) The Observer shall be eligible to receive an amount of Rs. 1 lakh (Rupees one lakh only), per month, apart from expenses incurred, and the same shall be borne by the Company; (f) All the parties are directed to cooperate with the Observer and at the same time, the Observer shall give due opportunity to and hear the grievances of all parties. 13. In passing this order this Tribunal is not offering any opinion on the merits of the issues ..... X X X X Extracts X X X X X X X X Extracts X X X X
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