Banthia Consultancy Through Its Legal ... vs Toray Kusumgar Advanced Textile ...

Toray Kusumgar Advanced Textile Pvt. Ltd. & Ors. ...Respondents

Present:

For Appellant: Mr. Dhiren R. Dave

For Respondent: Mr. Munawwar Naseem, Ms. Sanjna Dua, Advocates for R1 to 6

ORDER

(HYBRID MODE)

06.05.2025: This appeal is filed against an impugned order dated

25.03.2025 passed by the ld. NCLT, Ahmedabad Bench, Court 2 in IA No.

25(AHM)2025 in CP/2(AHM)2024. Heard.

2. On 28.11.24 the ld. NCLT passed the following order:-

"Heard briefly the objections of Learned Senior Court for the Respondent no. 1 to 6. He is directed to file all the latest financial statements along with compliance certificates to various regulations by affidavit through the CEO/Compliance Officer within one week. RoC who is made a party is also directed to file reply on the status of R1 and its filings including regulatory issues if any observed in the submissions on next date of hearing."

1 3. The appellant alleged the following illegal acts are done by the respondent

viz.:

"a. Related party transactions are in violation of section 188 of the Companies Act, 2013.

b. The Company did not have an appropriate internal control system in respect of maintaining purchase register.

c. Company did not have appropriate internal controls for reconciliation of

physically inventory with the purchase register and sales register d. Net worth of the company is eroded. e. Statutory records manipulation. Multiple and duplicate resolution for the same decision.

f. illegal allotment of 1,20,000 equity shares if Rs. 1,000/- each, for Rs. 12 Cr. In complete violation of section 62 of the Companies Act, 2013.

g. All concocted maintenance of statutory register and record as transpired from the record filed by the company with Registrar of Companies.

h. Annual returns were filed without such disclosure.

i. Statutory auditors are not legally appointed etc."

4. It is the argument of the ld. Counsel for the Appellant that in compliance of

order dated 28.11.24 of the ld. NCLT, the ROC had filed its reply only qua status

of the company but did not file the reply qua regulatory issues stated therein.

2

5. Ld. Counsel for Respondent however submits regulatory issues as

enumerated in the order dated 28.11.24 have been dealt with by the Registrar of

Companies in para 7 of its reply filed before the ld. NCLT. Para 7 is as under:-

"That, as per record available with this office, no prosecution, complaints, compounding and 31 matters are pending against the company."

6. It is the submission of the ld. Counsel for Appellant it had moved an

application IA No. 25/AHM/25 for seeking directions to the ROC to make further

clarifications in terms of the order dated 28.11.24 which application was dismissed

vide the impugned order. We have heard the submissions. The Appellant now says

the ROC may elaborate in its reply the contentions raised in (f) & (g) of para 3 above.

We believe the appellant with such prayers is seeking investigation against the

respondent though its petition u/s 213 companies Act, 2013 is still pending.

7. We dispose of the petition with a liberty to the Appellant to raise all these

objections raised in his petition u/s 213 of the Companies Act before the ld. NCLT

and in case he intends to seek some documents from the ROC, he is at liberty to

move such application there, which shall be disposed of within four weeks, as per

law, being uninfluenced by this order. The appeal is thus dismissed. All the

pending applications are also disposed of.

[Justice Yogesh Khanna] Member (Judicial)

[Mr. Ajai Das Mehrotra] Member (Technical)

ss/manu

3