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TMI Blog2022 (6) TMI 1223X X X X Extracts X X X X X X X X Extracts X X X X ..... the 4th Respondent Company. Respondents 5 to 9 herein who are superseded Managing Director and Trustees preferred Company Appeal No. (AT) 338/2018, and Respondents 10 to 12 herein preferred Company Appeal No. (AT) 439/2018 before the Hon'ble NCLAT. The Hon'ble NCLAT, Delhi heard the appeals in detail on 23.07.2020, and vide order dated 23.07.2020 dismissed the appeals upholding the findings of the Hon'ble NCLAT, Chennai. On dismissal of the Appeals, Respondents 5 to 9 herein, preferred Civil Appeal 2999/2020 before the Hon'ble Supreme Court. The Hon ble Supreme Court of India heard the Appeal in detail on 19.11.2020 and rejected all the contentions raised by the Appellants therein and dismissed the Civil Appeal No. 2999/2020 vide judgment dated 19.11.2020. Since all the contentions raised by the Respondents/ superseded Managing Directors and Trustees before the NCLT Chennai Bench have been rejected by that Bench, which was appealed before Hon ble NCLAT and Hon ble Supreme Court and there also they failed, these Petitioners who are stated to be binamis of the suspended Managing Directors and Trustees cannot now come forward with an application for impleadment at ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the affairs of the 4th respondent company be entrusted to the Board of Directors so elected; and IVNP/2(KOB)/2022 a) Permit the applicants to be heard on being impleaded as party Respondents in TCP/21/KOB/2019 on the files of this Tribunal; Since they are interconnected, they are being disposed of with this common order. 2. The brief facts are that the TCP/21/KOB/2019 has been filed by Alexander Correya and Others against M/s. Bhagyodayam Company and Others under Section 241 and 242 of the Companies Act, 2013 alleging act of oppression and mismanagement. Vide order dated 28.08.2018, the NCLT Chennai Bench superseded the Board of Directors and appointed Justice (Rtd) Mr. K Narayana Kurup as the Administrator. Mr. Justice K Narayana Kurup took charge as Administrator on 5.11.2018. Since then the entire affairs of the 4th respondent Company were being managed by the Administrator. The Administrator took possession and control over the day-to-day affairs of the 1st respondent company in its entirety, and all the records and documents were being kept in and under his individual custody. He was drawing a monthly remuneration of Rs. 1,00,000.- (Rupees One lakh) per month ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny who have real interest in the affairs of the 4th respondent company and being entitled to be heard in the matters concerning the affairs of the 4th respondent as also in the above Company petition they seek to get themselves impleaded as party Respondents in the above Company Petition. The administrator on behalf of the 4th respondent in INV.P No. 1 2 of 2022 filed Common Counter Affidavit contending as under: - 5. The intervening petitions are not maintainable in the facts and circumstances of the case. That the contentions raised by the Petitioners for seeking order and direct to conduct the election to the Board of Directors for managing the affairs of 4th respondent Company, in terms of AoA of 4th Respondent Company, by appointment of a Commissioner for the same is also not maintainable in the facts and circumstances of the case. 6. It is incorrect and illogical to say that the Administrator was appointed for a period of 6 months as contended by the applicants. This Tribunal vide order dated 29.11.2011 appointed Respondent No.4 as the Administrator replacing Mr. Justice (Retd.) Narayana Kurup, who resigned from the post of Administrator. Accordingly, 4th Respond ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to R6 in the said CP. So many illegal activities like letting a portion of company building to son of Shri. Gasper Correya, a director of the Company, executing a lease agreement leasing a valuable property of the Company illegally for running the business of Pay Park, running a Chitty Company namely M/s. Bhagyodayam Kuries Pvt. Ltd in the company premises are brought to the notice of the Administrator in the said meeting and actions were taken by the former Administrator. 11. During the span of 3 years the former Administrator had unearthed diversification of funds running to crores of rupees by R2 to R6 in the CP 29 of 2017, besides digging up several shady deals of immovable properties and doling out crores of rupees of the Company to their close relatives and favourites. The present Administrator continuing the steps initiated by the former Administrator. It is also stated that the Administrator is taking steps to file Execution Petition s for recovering the money and for the return of the property as directed in the order dated 28.08.2018 in CP of 29 of 2017. Therefore, according to the present administrator, these applications are ill-motivated, mischievous in nature an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to be taken either in violation of court orders or in violation of the clauses of AOA and further decided to appoint an Administrator to look into the affairs of the Company. 16. The NCLT, Chennai vide order dated 31.10.2018 was appointed Retd. Dr. Justice Shri. Narayana Kurup, an Acting Chief Justice of Madras High Court as the Administrator superseding the Board in existence to carry out the functions of the company until further orders. The mandate of the Administrator is very clear from paragraph 16 of the order dated 28.08.2018 of NCLT Chennai. It is only after completing the mandate in paragraph 16 that the Administrator can conduct elections in accordance with Clause 26 of the Articles of Association. The Administrator after assuming charge has found that crores of rupees have been siphoned off by the Respondents 5 to 9 herein, the superseded Managing Director and Trustees to several third parties who were their name lenders and further that they have also distributed crores of rupees to members of the company under the cover of an illegal scheme Bhagyodayan Company Paraspara Sahaya Padthathi and Bhagyodayam Company Micro Finance which is in clear violation of Memorandum ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 020 and rejected all the contentions raised by the Appellants therein and dismissed the Civil Appeal No. 2999/2020 vide judgment dated 19.11.2020. 21. Since all the contentions raised by the Respondents/ superseded Managing Directors and Trustees before the NCLT Chennai Bench have been rejected by that Bench, which was appealed before Hon ble NCLAT and Hon ble Supreme Court and there also they failed, these Petitioners who are stated to be binamis of the suspended Managing Directors and Trustees cannot now come forward with an application for impleadment at this belated stage. Hence, we are not inclined to accept their contention for an impleadment in TCP/21/KOB/2019. Accordingly, IVNP/2/KOB/2022 is dismissed. 22. With respect to the reliefs sought for in IVNP/1/KOB/2022, even though we have not allowed the Petitioners in IVNP/2/KOB/2022 to be impleaded, who are Petitioners in IVNP/1/KOB/2022, but in the interests of justice, we have to see whether an order as sought for by the Intervening Petitioners can be granted. In this connection, as mentioned in the aforesaid paragraphs, the chequered history of the case forced us to take a decision for conduct of the election to the b ..... X X X X Extracts X X X X X X X X Extracts X X X X
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