Maninee Leila Karnik vs Valentine Anthony Pareria & Anr

1

NATIONAL COMPANY LAW APPELLATE TRIBUNAL PRINCIPAL BENCH, NEW DELHI COMPANY APPEAL (AT) No.83 of 2023 In the matter of: Maninee Leila Karnik Appellant Vs Valentine Anthony Pereira & Anr Respondent For Appellant: Mr Avi Tandon, Ms Meghna Tandon, Mr Ami Tandon, Aadvocates. For Respondent:Mr Saurabh Upadhyay, Ms Hardikaa Kalia, Ms Sanya Narula, Advocates. ORDER

HYBRID MODE 13.02.2025: This appeal has been filed against the impugned order dated 24.03.2023 passed by the National Company Law Tribunal, Mumbai in CP- 93/MB-IV/2021. The appellant is aggrieved of the fact that by the impugned order the Ld. NCLT has directed the jurisdictional Regional Director to investigate into the affairs of Respondent No.2 Company, more particularly, the diversion of business of Respondent No.2 to its related company.

2. It is the submission of the learned counsel of the appellant this order was passed without giving opportunity of being heard to the appellant. It is submitted that Ld. NCLT on 22.02.2023 had passed the following order:-

"1. Ms Tavishi, Ld Proxy counsel for the Corporate Petitioner present. Ms Stenna Fernandes, Ld. Counsel for Respondent No.2 present. None for the remaining respondents.

2. On the last date of hearing, both the parties were directed to explore the possibilities of settlement. However, today Ld. Counsel for both the parties reported that settlement could not be arrived at and there seems to be no possibility of rapprochement between the parties.

3. Counsel for the Petitioner has indicated that both the parties are willing to allow the winding up of this company in view of the deadlock.

4. Reserved for orders."

2 3. It is the submission the consent was given only for winding up of the company and a Company Petition bearing No.1273 of 2020 for the said purpose is still pending before the Ld. NCLT, Mumbai. He is aggrieved of the fact, instead of giving consent to wind up, the Ld. NCLT has ordered investigation without hearing him.

4. Learned counsel for the appellant makes a reference to the proviso to Section 213(b) of Companies Act, 2013 qua giving reasonable opportunity to appellant before passing an order under Section 213 (supra).

5. We have heard learned counsel for Respondent. The learned counsel for Respondent has no objection if the impugned order is set aside and due opportunity is given to both the parties to argue.

6. In view of submissions the impugned order is set aside. In case Ld. NCLT considers to order investigation in the matter, an opportunity of being heard be given to the parties, including the appellant.

7. With the above observations, the appeal stands disposed of.

8. Pending applications, if any, are also disposed off.

(Justice Yogesh Khanna) Member (Judicial)

(Mr Ajai Das Mehrotra) Member (Technical)

(Mr Arun Baroka) Member (Technical) Bm/md