Bijay Kumar Jaiswal & Ors vs Shree Valley Realtors Pvt Ltd & Ors

(Arising out of Order dated 5th March, 2019 passed by the National Company Law Tribunal, Kolkata Bench, Kolkata in I.A. No. 926/KB/2018 in C.P. No. 31/KB/2017)

IN THE MATTER OF:

Bijay Kumar Jaiswal & Ors. ...Appellants

Vs.

Shree Valley Realtors Pvt. Ltd. & Ors. ...Respondents

Present: For Appellant: - Mr. Mainak Bose, Mr. Amitabh Roy, Mr. Abhishek Sharma, Advocates.

For Respondents:- Mr. P. Nagesh and Mr. Soumya Datta, Advocates.

J U D G M E N T

SUDHANSU JYOTI MUKHOPADHAYA, J.

In a pending petition under Sections 241-242 of the Companies

Act, 2013, an interim order was passed on 14th February, 2017. The

Respondent filed an Interlocutory Application for vacating the interim

order dated 14th February, 2017 and for necessary directions.

2. The National Company Law Tribunal (hereinafter referred to as

"Tribunal") by interim order dated 5th March, 2019, modified the order

with following observations:

2

"Upon hearing on both side and considering the

submissions on both sides, I am satisfied that the

applicant has sufficiently explained its reason to let out

a portion of its building for earning money. In a case of

oppression and mismanagement keeping idle a building

which would fetch rent would cause hardship to the

business interest of the Company. The letting can be

terminated by giving 6-month notice on either side. The

issues that higher rent would fetch if the vacancy in the

building is advertised, that the applicant had fabricated

the offer letter are cannot be considered at this

preliminary hearing stage. It requires larger evidence.

Therefore, in the better interest of the R1 company, it

appears to me that permission to let out the building

basement floor referred to above can be allowed subject

to passing final order in the IA with a direction to the

applicant to keep the rent in a separate account in the

name of the company which could not be utilised for any

purpose until the disposal of the CP and file periodical

report in every three month in the Tribunal by giving

copy to the respondent.

In the meanwhile Ld. Counsel for the applicant

prays for filing rejoinder to the objections filed by the

respondent. To be filed with in two week. Upon the

Company Appeal (AT) No. 64 of 2019 3

above said observation permission to let out is granted.

List the IA for hearing along with the CP to 10.05.2019."

3. Company Petition for 'oppression and mismanagement' was filed

by the Appellant/ Petitioner wherein earlier the following order was

passed by the Tribunal on 14th February, 2017:

"Reply may be filed within three weeks. Thereafter

rejoinder, if any, may be filed within three weeks.

Meanwhile, both the parties are directed to maintain

status quo regarding the shareholding and composition

of the Board of Directors. Meanwhile, immovable

properties of respondent No.1 Company can only be

disposed of with the consent of both the parties or with

the leave of the Court."

4. The Respondents took plea that one 'Reliance Corporate IT Park

Ltd.' approached the company with a proposal for obtaining on lease

12,447 sq. ft. carpet area spreading across Basement, Ground Floor and

Mezzanine Floor of Respondent's Multi Storied B+G+M+6 building located

at RAA-36, VIP Road, Raghunathpur, Kolkata 700059. The lease was

sought for 12,447 Sq. Ft. commercial space available at the Basement,

Ground Floor and Mezzanine Floor of the said premises for a period of 15

years commencing from March, 2019 at an agreed monthly rental of Rs.

5,75,425/- payable on 10th day of each month. It was also proposed that

Company Appeal (AT) No. 64 of 2019 4

possession has to be transferred latest by 15th March, 2019 and the

relation can be terminated upon giving six months' notice from either

side.

5. Learned counsel for the Original Petitioner opposed the prayer for

modification and submitted that the basement area is being used as a

Banquet Hall for ceremonial function for a rent of Rs. 1,50,000/- approx.

per day. The said area is utilised by the company.

6. It was in the aforesaid background, the Tribunal having noticed the

submissions, passed the impugned order allowing the Company to give it

on rent to the party.

7. The Respondents have filed the Report of the Chartered Accountant

(G L Harlalka & Co.) dated 8th May, 2019 from which we find that income

on account of hire charges for Banquet Hall (Special Event) in ground and

Mezzanine Floor in respect of premises No. RAA-36, V.I.P. Road, Kolkata-

700059 is Rs. 4,75,000/- for the period from 1st April, 2017 to 31st March,

2018.

8. On the other hand, we find that for the said premises, the Company

received a Term Sheet-cum-LOI from Perky General Retail (a business

associate firm of 'Reliance Corporate IT Part Limited') on 8th January,

2019 who wished to take the basement, ground and mezzanine floor of

the aforesaid premises i.e. same area on a monthly rent of Rs. 5,75,425/.

Company Appeal (AT) No. 64 of 2019 5

9. From the aforesaid fact, as we find that monthly rent of the same

premises is much more than annual amount generated by the Company

by giving it rent for banquet purpose, we are not inclined to interfere with

the interim order passed by the Tribunal.

10. In absence of any merit, the appeal is dismissed. No costs.

(Justice S.J. Mukhopadhaya) Chairperson

(Justice A.I.S. Cheema) Member(Judicial)

NEW DELHI 11th June, 2019

AR

Company Appeal (AT) No. 64 of 2019