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TMI Blog2022 (11) TMI 905X X X X Extracts X X X X X X X X Extracts X X X X ..... nt was in-charge of the day to day management. For instance, the Respondent entered into several related party transactions and misuse of Aranca Funds unjustly enrich himself report of the SKP Business consulting LLP in November 2017 set out in significant detail the conduct of the respondent - Pursuant to Section 7 Petition Aranca (Mumbai) Private Ltd. was exposed to the possibility of dragged into CIRP on account of the conduct of the Respondent. In any event, the Respondent is exposed to liability of at least Rs.3,94,99,355/- which is an amount claimed by Mr. Vikram Kumar in the Section 7 petition. The Respondent did not approach the NCLT with clean hands and has suppressed material information - the Respondent are directed to indemnify Aranca (Mumbai) Private Ltd. from any liability arising from signing of the unauthorised, purported Corporate Guarantee by the Respondent contrary to Section 185 of the Companies Act, 2013 that is all liabilities arising out of the purported transactions with M/s Sourya Containers leasing Company ought to be borne solely by the Respondent. Thus, there is express irregularity in issuance of the Corporate Guarantee by the respondent and provi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ut the existence of the Corporate Guarantee. Thereafter, a second notice dated 25.08.2020 received on behalf of Sourya Containers, the Original Respondent No.1 replied to the second notice inter alia reiterating the contents of the letter dated 20.06.2019. 5. A Petition under section 7 of the Code was filed by Sourya Containers under the Purported Corporate Guarantee. Therefore, the Applicant submits that Aranca (Mumbai) Pvt. Ltd (Original Respondent No.1) will be potentially exposed to the rigours of CIRP despite the fact the company is in sound financial health. 6. The Applicant submits that on account of abovementioned conduct, the Original Respondent No.1 filed a criminal complaint with the concerned police station on 12.11.2020 which is prior to the date of filing of the Section 7 Petition by Sourya Containers. 7. The Applicant submits that it is clear that the Corporate Guarantee has been executed by the Respondent in absence of an appropriate Board Resolution and Shareholder Resolution as required under Section 186 of the Companies Act,2013. Further, the Applicant submits that the transaction was not registered. The contention of the Applicant that the Original Resp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Respondent submits that the following events culminated to the execution of the Corporate Guarantee. The Original Respondent No.1 has decided to participate in Celebrity Football Match held in Dubai pursuant to which a cheque of Rs.50,00,000/- (Rupees Fifty Lakh Only) was drawn by Respondent No.1 duly signed by Respondent No.4. 16. The proprietor of M/s Sourya Containers was contacted by Original Respondent No.1 for procuring funds for the event, the funds could not be procured as a loan as that would defeat the purpose of rights issue that was conducted to make the Respondent debt free. 17. Therefore, the funding was undertaken through Meher Miracles. The Respondent submits that the transaction was negotiated by the board of the Original Respondent No.1 and only thereafter the Corporate Guarantee was executed. 18. The Respondent submits that as soon as Meher Miracles Pvt. Ltd. received the funds from Sourya Containers, the said amount was transferred towards funding of the event. However, due material changes in the Company Original Respondent No.1 including rights issue which prejudiced the Respondent. In the abovementioned circumstances, the event itself stood cancel ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ranca (Mumbai) Pvt. Ltd. The Petition was stated to be heard at length and an order was reserved on March 2022. However, due to reconstitution of the Benches, the petition will now to be heard afresh. 27. In view of the above, the Applicant herein, has filed the present application seeking directions against the Respondent to make payment of the amount claimed by Mr. Vikram Kumar in C.P.(IB) No. 143 of 2020 on the ground that the respondent issued the Corporate Guarantee without any authorisation from Aranca (Mumbai) Pvt. Ltd. amongst other grounds as detailed in the present Application. 28. The Respondent filed an affidavit in reply on 01.08.2022 denying allegations made by the Applicant. 29. The Applicant has at the outset clarified the it is not pressing for Prayer A of the application, at the moment only seeking interim relief in the nature of Prayer Clause B. Wherein the Applicant is seeking direction to the Respondent to make payment of the amount claimed by Mr. Vikram Kumar and secure Aranca (Mumbai) Private Ltd. (Limited) from going into insolvency. 30. The Applicant contends that the respondent deliberately suppressed before this Bench, the settlement agreement ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t is all liabilities arising out of the purported transactions with M/s Sourya Containers leasing Company ought to be borne solely by the Respondent. 37. The Respondent has opposed the present application, on the ground that Aranca (Mumbai) Private Ltd. and its directors on the board were at all times aware about the transactions with Sourya Containers Leasing Company. They had taken responsibility of signing purported authorisation. Furthermore, the Respondent has contended that the loan was in fact taken for Celebrity Football Match organised by Aranca (Mumbai) Private Ltd. The Respondent has also alleged delay in filing the present application and contended that Aranca (Mumbai) Private Ltd. was aware of the Corporate Guarantee since 2020, however, no steps were taken by them till 2022, and therefore, no urgent ad-interim relief ought to be granted in favour of the applicant on the ground of their acquiescence. Although, the Respondent has made several allegations in respect of Corporate Guarantee and the loan transactions in a signed document of record has been placed in support of his contentions. 38. In addition to the above, it is clear that the Respondent by way of his ..... X X X X Extracts X X X X X X X X Extracts X X X X
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