Sagar Agriculture Properties Pvt Ltd vs Prakhar Jindal

Sagar Agriculture Properties Pvt. Ltd. ...Appellant(s)

Versus

Prakhar Jindal & Ors. ...Respondent(s)

Present: For Appellant : Mr. Nikhilesh Krishnan, Mr. Sidharth Singh, Advocates. For Respondents : Mr. Abhishek Bhushan Singh, Advocate for R-5, 6 & 7.

WITH Company Appeal (AT) No. 222 of 2022 & I.A. No. 4614 of 2022 & 2888 of 2025

IN THE MATTER OF:

Anand Agrawal ...Appellant(s)

Versus

Prakhar Jindal & Ors. ...Respondent(s)

Present: For Appellant : Mr. Nikhilesh Krishnan, Mr. Sidharth Singh, Advocates. For Respondents : Mr. Abhishek Bhushan Singh, Advocate for R-5, 6 & 7.

WITH Company Appeal (AT) No. 223 of 2022 & I.A. No. 4641 of 2022 & 2887 of 2025

IN THE MATTER OF:

Tikesh Chandrakar ...Appellant(s)

Versus

Prakhar Jindal & Ors. ...Respondent(s)

Present: -2-

For Appellant : Mr. Nikhilesh Krishnan, Mr. Sidharth Singh, Advocates. For Respondents : Mr. Abhishek Bhushan Singh, Advocate for R-5, 6 & 7.

ORDER

(Hybrid Mode)

14.08.2025: (ORAL) These appeals are filed against the impugned

order dated 09.09.2022 passed by the Ld. NCLT, Cuttack in TP No.

2/CB/2021 (Earlier CP (IB) No. 11/MB/2016) and IA (Companies Act) No.

56/CB/2022.

2. It is the submission of Learned Counsel for the appellants, the above

company petition was filed 05.02.2016 by Respondents No. 1 to 4 under

Section 397, 398, 399, 402, 403 and 406 of the Companies Act, 1956, before

the Ld. Company Law Board, Mumbai. The petition was taken on file by

assigning its number as CP No. 11/ 397-398/CLB/MB/CG/2016. After the

constitution of the Ld. NCLT, the case was transferred to Ld. NCLT, Mumbai

Bench and thereafter, on constitution of the Cuttack Bench, it was referred

to Ld. NCLT, Cuttack Bench.

3. It is the submission of the Learned Counsel for the appellant during the

pendency of the company petition, two applications were filed viz. TA No.

4(CB) 2021 on 04.01.2018 by Respondents No. 1 to 4 seeking to implead

Central Bank of India alleging the Appellant company stood as a guarantor to

the loan taken by a partnership firm namely M/s Happy Enterprises and the

said loan turned NPA, hence the Central Bank of India is a necessary and

proper party to these proceedings and to implead thereof. -3-

4. Further, on 06.01.2018 the Central Bank of India filed yet another TA

No. 5/CB/2021 seeking intervention on the ground that the loan to M/s

Happy Enterprises was secured by a guarantee given by the appellant

company of its property by creating a charge upon the said property and had

even executed a guarantee deed. Admittedly, the charge was never registered

by Appellant company under Section 77 of the Companies Act.

5. The replies were filed to these applications denying the mortgage of any

property as well as qua the alleged guarantee ever given by the appellant

company to the loan granted to M/s Happy Enterprises by the Central Bank

of India.

6. On 16.06.2022, the Ld. NCLT dismissed these two applications holding

the Central Bank of India is neither a necessary nor a proper party to the

proceedings pending before it, filed under Section 397, 398, 399, 402, 403

and 406 of the Companies Act, 1956.

7. Thereafter, the proceeding continued and ultimately vide the impugned

order, the Ld. NCLT, Cuttack Bench dismissed the company petition aforesaid

stating inter alia the allegations of Oppression and Mismanagement against

the Appellants and Respondent 5 to 7 (viz the appellants herein) could not be

established.

8. However, the Ld. NCLT took note of the alleged guarantee given by

Appellant company to the loan granted by the Central Bank of India to M/s

Happy Enterprises and the said guarantee / charge upon the property of -4-

Appellant company was deliberately not registered under Section 77 of the

Companies Act; hence imposed various penalties upon the appellants.

9. It is the submission of Learned Counsel for the appellants (a) the

Appellant company never gave any such guarantee and the documents relied

upon are all forged; (b) there is no evidence on record to show the appellants

were ever the partners of M/s Happy Enterprises and (c) no opportunity of

being heard was given to the appellants on the issue of penalty under Section

86 as well as 185(4) of the Companies Act, 2013 or under other relevant

sections as quoted in the impugned order.

10. It is the submission of Learned Counsel for the appellants, the

Appellant company had already filed a civil suit bearing no. 31A/2015

challenging the alleged guarantee given by the Appellant company to the

Central Bank of India and is still pending before the Ld. District Court, Raipur

for consideration. Further, the appellants urged the Ld. NCLT in its impugned

order wrongly relied upon the documents annexed to TA No. 5/CB/2021

despite the said application was dismissed vide its own order dated

16.06.2022. However during the course of final arguments, without affording

any opportunity to the appellants to rebut those documents annexed with

T.A. No. 5/CB/2021 of the Central Bank of India, the Ld. NCLT imposed

penalties upon the appellants.

11. It is the submission of the Learned Counsel for the appellants the

penalty imposed upon the appellants was without affording any opportunity

of being heard to them and it entails / serious consequences per impugned

order passed.

-5-

12. Admittedly a Company Appeal (AT) No. 5 of 2023 against the dismissal

of Oppression and Mismanagement petition is pending separately, hence in

the present order we are not analysing merits of such appeal as it shall be

considered separately. However so far the directions given by the Ld. NCLT

under Section 86 and 185(4) as well as initiating proceedings under Section

167(1)(d); 167(3) and 439(2) of the Companies Act, 2013, we hereby set aside

the same and remand the matter to the Ld. NCLT with a request to decide

about penalties (if any) afresh, only after giving due opportunity of being heard

to the appellants herein. The parties to appear before the Ld. NCLT on

01.09.2025.

13. The appeals are thus disposed of. Pending application(s), if any, are also

disposed of.

[Justice Yogesh Khanna] Member (Judicial)

[Mr. Ajai Das Mehrotra] Member (Technical)

R.N./Manu.