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TMI Blog2022 (6) TMI 545X X X X Extracts X X X X X X X X Extracts X X X X ..... order passed by this Tribunal it was submitted by the Respondents that the Petitioners have failed to pay the Sales Tax dues and hence they have also violated the terms of the Joint memo of compromise. In this regard, it was submitted that the Sale Tax Department has not lodged any claim for any period prior to 31.03.2020 and has lodged a total claim of only Rs. 18 lakh, that too pertaining to the subsequent period, with the RP in respect of the 1st Respondent Company. Therefore, the claim of the sale tax dues upto 31.03.2010 having become an impediment is a bogus claim. Further, as per clause 6 of the joint memo, if there is any sales tax claim pertaining to period prior to 31.03.2010, even if it was not resolved by the Petitioner, the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 5,50,00,000 together with interest thereon at 18% p.a. till date of payment, as compensation for the wrongful loss caused to the Petitioners as result of non-compliance of orders of this Tribunal, and c. To pass such further or other appropriate orders as this Tribunal deems fit and proper in the circumstances of the case and thus render justice. CP/49/2017 was filed by the Applicant/Petitioner herein under Section 241/242 of the Companies Act, 2013 in relation to oppression and mismanagement concerning the affairs of the 1st Respondent Company. 2. It was submitted that during the pendency of the Company Petition, this Tribunal took on file a Joint Memo of compromise dated 05.03.2018 signed by all the parties and this Tribunal b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... le an affidavit of compliance. Also vide its order dated 27.04.2018 last and final opportunity was given to comply with the said order. 4. It was also submitted that order dated 08.06.2018 records that the Respondents have not complied with the previous order and hence this Tribunal directed the Respondent to place on record the part payment, if any made to ARCIL. 5. In the meantime, it was submitted that the personal property of the Petitioners was once again put up for auction by ARCIL, vide Notice dated 30.06.2018 and the auction was scheduled on 17.07.2018. In the circumstance, it was submitted that the Petitioner moved CA/214/2018 seeking to implead ARCIL and also seeking directions of this Tribunal to comply with the Joint Memo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , it was submitted that the Respondent Nos. 2 to 5 are guilty of noncompliance with the consent order that was passed by this Tribunal and more significantly, the Respondent Nos. 2 to 5 have also violated subsequent specific orders passed by this Tribunal and hence prayed for initiating contempt action as against the Respondent Nos. 2 to 5 under the provisions of Section 424(3) and 425 of the Companies Act, 2013. 7. The Respondent Nos. 2, 4 and 5 have filed counter. The Learned Counsel for these Respondents submitted that they are the majority shareholders in the 1st Respondent Company. It was submitted that the 1st Respondent Company was incorporated on 21.08.2006 with a paid-up share capital of Rs. 1,00,000/- and the Applicants, as ave ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es, creditor's claim etc., on account of which the settlement was not concluded. It was submitted that the existence of the liabilities to the tune of Rs. 9 crores towards dues to Sales Tax, Inspector of Factories, creditor's claims etc. was a fact that was never disclosed by the Applicants to the Respondent Nos. 2, 4 and 5 at the time of the execution of the compromise memo dated 05.03.2018. This would tantamount to the consent of the Respondent Nos. 2, 4 and 5 to the said compromise memo being obtained by fraud and the law is no longer res Integra that fraud vitiates all actions. Due to the several lapses, non-compliances committed by the Applicants prior to the transfer of shares to the 4th and 5th Respondents, the Respondent Nos ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tax claim pertaining to period prior to 31.03.2010, even if it was not resolved by the Petitioner, the right of the Respondents was only to discharge the same and recover it as a charge on the property of the Petitioner. Therefore, the Respondents had no right under the compromise memo not to comply with the undertaking to discharge its dues to ARCIL, or disregard the orders passed by this Tribunal. In any case, the Respondents are bound to comply with the directions/orders of this Tribunal. 14. Thus, all these goes on to show that the Respondent Nos. 2 to 5 have willfully and deliberately disobeyed the orders passed by this Tribunal. 15. Hence, in exercise of the powers conferred under Section 425 of the Companies Act, 2013 and also ..... X X X X Extracts X X X X X X X X Extracts X X X X
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