Ravi Sanghi vs Sanghi Spinners (India) Ltd & Ors

NATIONAL COMPANY LAW APPELLATE TRIBUNAL, NEW DELHI Company Appeal (AT) No. ISO of 2017 IN THE MATTER OF: Ravi Sanghi . ...Appeliant Vs Sanghi Spinners (India) Ltd & Ors ...Respondents Present: Mr. Anirudh Wadhwa, with Mr. Hiresh Choudhary, Advocates for the appellant. Mr. B.O. Mohan, Advocate with Mr. S. Chidambram, PCS for Respondent No. 12.

ORDER

18.07.2017- The appellant has challenged the order dated 26th April, 2017

passed by the National Company Law Tribunal (hereinafter referred to as

the "Tribunal"), Hyderabad Bench, Hyderabad whereby the application

preferred by the appellant to withdraw the company petition have been

dismissed with cost.

2. The relevant facts for determination of the appeal are as follows:

The Company Petition was flied by the appellant and others in the

year in 2008 before the erstwhile Company Law Board, Chennai Bench,

Chennai. The matter is pending for more than 9 years. This case now

stands transferred to Tribunal at Hyderabad, after its constitution.

3. After about 8 years, the appellant filed application(s) being C.A. No. 11

of 2016 on 8.11.2016 and C.A. No.73/20 16 and prayed to withdraw the

Company Petition. Such prayer was opposed by other co-petitioners, and

the respondents alleging that the prayer of appellant is 'not bona fide'.

4. Learned Tribunal on hearing the parties has observed as follows:- 2.

"We have carefully perused all the submissions of the P.1,

P.2, Co-Petitioner, R.3, R.5 and 3A Capital Services Limited.

The settlement of the 1st petitioner was with R. 2, Mrs Swathi

Sanghi and Mr. Amit Sanghi who are the legal heirs of R.2

and with Anjana Sanghi who is the wife of R.2. These

Respondents have not field their submissions in response to

the withdrawal petition of the Petitioner No.1 as expected,

whereas the co-petitioner and other respondents have

submitted their counters vehemently opposing the

withdrawal of the application filed by the Petitioner No.1 and

also pleaded to award exemplary cost on the 1st petitioner.

R.5 has also submitted information with regard to the breach

offamily settlement/ order of CLB dated 23.10.2008. He has

also furnished information filed under Regulation 10(6) -

Report to Stock Exchanges in respect of any acquisition made

in reliance upon exemption provided for in Regulation 10 of

SEBI, (SAST) Regulations 2011 which clearly shows that Mr.

Ravi Sanghi i.e. Petitioner No.1 has acquired 2,72,86,050 4

equity shares of Sanghi Industries Limited from Mr. Anand

Sanghi, Anand Sanghi HUF etc. R.5 has also submitted

similar information of shares acquired by P.1 from Smt

Anjana Sanghi; Mrs Swathi Sanghi and Mr. Amit Sanghi.

27. The above transfer of shares between the 1st Petitioner

and other Respondents are in clear violation of the CLB Order 3,

dated 23.10.2008 and 17.10.2009. Further Respondents

also pointed out that fixed assets of R. 1 Company was also

sold at much below the market value. All these acts are in

clear violation of CLB's order and in view of the same the

Respondents also sought to take action against the Petitioner

No.1 for Contempt of Court order and they have also field their

contempt cases against the Petitioner No.1 in Hon'ble High

Court, Hyderabad and submitted that P.1 has not come with

clean hands to the Tribunal.

Further upon perusal of the reliefs sought in CP N6.26/2008

wherein 10 major reliefs were prayed for against

Responcents, out of which relief No. 2, relief No. 3, relief No.4

relief N6.5 and relief N6.8 are directly against 2nd and 3rd

Respondents which will have a direct impact on the main CP

No. 2 6/2008.

Further as stated above a total 13 Company petitions were

filed by P1 under Sections 397/398 of the Companies Act,

1956 and R. 3 alongwith R. 2 have filed 4 Company petitions

under the same sections. In the above background all the

cases are interconnected/iriterlinked and which have a

bearing on each other. Therefore, in the above background

we are of the prima facie view that the withdrawal

application filed by P.1 lacks merit and cannot be acceded to. 4.

In addition to the Respondents even the co-petitioner did not

support withdrawal of the main C.P. It is also observed that

the main CP was instituted in the year 2008 alongwith the

2nd petitioner Mr. Gireesh Kumar Sanghi. However, after a

gap of 8 years, the Petitioner No.1 alone wishes to withdraw

from the main CP that too after violating the -CLB order dated

23.10.2008."

5. Learned counsel appearing on behalf of the appellant (who is 1st

petitioner) submitted that the appellant is entitled. to withdraw the

Company Petition. In support of such claim Learned Counsel relied on Rule

82 of National Company Law Tribunals Rules, 2016, whereunder the

Tribunal is empowered to allow the petitioner to withdraw the Company

Petition. Reliance has also placed on decisions of Hon'ble Supreme Court

to suggest that it is open to a party to withdraw an application.

6. The prayer for withdrawal have been opposed by the respondents,

including the to-petitioners in the Company Petition, and the contesting

respondents. "3A Capital Service", who was impleaded as a party

respondent, has also opposed the prayer. It is submitted that the appellant

has intentionally not impleaded, the '3A Capital Service' as party

Respondent to the appeal, though the Tribunal impleaded "3A Capital

Service" as party Respondent t the Company Petition.

7. From the plain reading of the impugned judgement, we find that the

appellant is habitual of filing Interlocutory Application(s). He filed 5.

interlocutory applications one after another interlocutory application

during last nine years, to delay the proceeding.

8. We also find that erstwhile Company Law Board, passed certain

orders in October, 2008 which has been violated by the appellant. He is

now trying to stall the proceeding before the Tribunal, as he does not want

to give effect to the order passed by the Company Law Board in October,

2008, which has reached finality. Further, we find that the assets of 1st

respondent company was sold at much below, the market value at the

instance of the appellant in violation of order passed by the Company Law

Board. Taking into consideration all the aforesaid factors, the Tribunal

refused to allow the appellant to withdraw the Company Petition.

9. Having heard the learned counsel for the parties, we find no reason

to interfere with the impugned order dated 26th April, 2017 passed by the

National Company Law Tribunal, Hyderabad Bench, Hyderabad. The

matter is remitted to the Tribunal for early disposal of the petition. The

appeal is dismissed with the aforesaid observations. However, in the facts

and circumstances of the case, there shall be no order as to cost.

(Justice S.J. Mukhopadhaya) Chairperson

(Mr. Balvinder Singh) Member (Technical)