Devendra Kumar Aggarwal & Ors vs Ravindra Kumar Aggarwal & Ors

Devendra Kumar Aggarwal & Ors. ...Appellants

Versus

Ravindra Kumar Aggarwal & Ors. ...Respondents

Present:

For Appellant : Ms. Garima Sharma, Advocate

For Respondents : Mr. Virender Ganda, Senior Advocate assisted by Mr. Vipul Ganda, Mr. Ayandeb Mitra, Mr. Vishal Ganda and Mr. Anand Singh Sanger, Advocates

ORDER

08.02.2019 The appellant (petitioner) filed an application under Sections

241-242 of the Companies Act, 2013 alleging 'oppression and mismanagement'

by the respondents. In the said petition, the National Company Law Tribunal,

Special Bench, New Delhi, (hereinafter referred to as the 'Tribunal') by order

dated 25th January, 2019 passed the interim order on the allegation that

machinery worth Rs. 8 Crores was proposed to be sold for a sum of Rs. 6.75

Crores, which reads as follows:

".... Having heard learned counsels for the parties,

we are of the considered view that no comprehensive

interim directions could be issued at this stage

particularly when time of 7 days of filing reply has

been taken by the respondent. However, in order to 2

keep the assets of the company intact and in order to

avoid adverse effect on the assets of the company,

we direct that Mr. Milan Kumar Aggarwal would not

work as Additional Director nor the machinery would

be sold till the next date of hearing.

List for arguments on 25.01.2019."

2. The respondents, who are also respondents herein, filed reply and

requested for modification of the order. In the reply, they highlighted that if the

transfer of the purchase order of the machinery is permitted then the company

(petitioner No. 10) before the Tribunal would realise an amount of

Rs. 7,96,95,000/- and it will earn a profit of Rs. 28,99,000/-. The outstanding

amount of Canara Bank is Rs. 3,32,98,000/-, which will be paid. Taking into

consideration the aforesaid submission and the interest of the company to sell

the machine for a sum of Rs.8,87,60,000/- and that it may be in the interest of

the company which is paramount, the Tribunal allowed it with direction to the

appellant (petitioner) to file the rejoinder within two weeks. Learned counsel

appearing on behalf of the appellant submitted that the respondent misled the

Tribunal by referring that they will be getting much amount. In fact they are

negotiating with the companies which has offered amount in US$ and which is

about Rs. 4 Crores approximately, thereby they are going to transfer the

machinery which is more than Rs. 8 Crores for a sum of Rs. 4 crores or less.

She further submitted the terms and conditions in which the respondent intend

to sell, the total amount will not go into the company but only part of the same

goes to it. Mr. Virender Ganda, learned Senior Counsel appearing on behalf of

the respondent opposes the prayer and submitted that the amount is likely to

Company Appeal (AT) No. 34 of 2019 3

be more than Rs. 8 Crores which is offered money. No amount will be parted

away from the said account.

3. Having heard the learned could for the parties, we are not inclined to

interfere with the impugned order dated 25th January, 2019, as it appears that

the submission of the appellant is based on the presumption that it will be sold

for a less amount and if it is more than Rs. 8 Crores, less amount will be given

to the company. In the circumstance, while we do not interfere with the

impugned order dated 25th January,, 2019, allow the respondents to proceed in

terms with the impugned order dated 25th January, 2019. After negotiations to

sell, they will bring the matter to the notice of the Tribunal as to what amount

the company is to release out of the machinery and if it is more than Rs. 6.4

Crores or Rs. 8 Crores as suggested, then only the Tribunal may approve it. The

Respondent will ensure that no amount is diverted to the third party out of the

sale proceeds of the machinery in question. The impugned order dated 25th

January, 2019 stands clarified to the extent above.

4. The appeal stands disposed of with aforesaid observations. No cost.

[Justice S.J. Mukhopadhaya] Chairperson

[ Justice Bansi Lal Bhat ] Member (Judicial)

/ns/uk/

Company Appeal (AT) No. 34 of 2019