2020 (8) TMI 162 - HC - Companies Law

Court dismisses application, finding transactions fraudulent. Lack of authority to execute agreements.

Reserve Bank Of India Versus JVG Finance Ltd.

Reserve Bank Of India Versus JVG Finance Ltd. - [2020] 222 Comp Cas 22 (Del) Issues Involved:1. Validity of the Thareja Committee's findings and recommendations.2. Legitimacy of the sale transactions conducted by the applicant with JVG Group companies.3. Compliance with principles of natural justice by the Thareja Committee.4. Examination of the SFIO report regarding the transactions.5. Authority of V.K. Sharma to execute agreements on behalf of JVG Group companies.6. Bona fides of the transactions claimed by the applicant.Detailed Analysis:1. Validity of the Thareja Committee's Findings and Recommendations:The Thareja Committee's VIIIth Report dated 16.01.2006 concluded that the land purchased in Gurgaon in the name of various JVG companies was funded by JVG Finance Ltd. (under liquidation). It rejected the claim of Tirupati Cylinders Ltd. (the applicant) and recommended that the Official Liquidator should take control of the lands at Gurgaon. The XIIIth Report dated 07.02.2007 reiterated that the land transactions were not bona fide, noting discrepancies such as the land being sold at a fraction of its purchase price and identical receipt numbers for different transactions.2. Legitimacy of the Sale Transactions Conducted by the Applicant:The applicant claimed to have purchased land from JVG Group companies between May and July 2002, with all documents registered and consideration paid in cash. The Thareja Committee found that the transactions were fraudulent, noting the land was sold at significantly undervalued prices and that the original title documents were not handed over to the applicant. The SFIO report corroborated that the transactions were fraudulent, with V.K. Sharma siphoning off funds from JVG Finance Ltd.3. Compliance with Principles of Natural Justice by the Thareja Committee:The applicant argued that the Thareja Committee violated principles of natural justice by not providing copies of exhibits (Ex. X-1 to X-27) and not allowing cross-examination of witnesses like Sushil Kumar Gupta. The court found these objections misplaced, emphasizing that the applicant did not produce crucial documents like cash books and ledgers, which supported the Committee's conclusion of the transaction's lack of bona fides.4. Examination of the SFIO Report:The SFIO report detailed the fraudulent nature of the transactions, noting that V.K. Sharma fabricated documents and misused company funds. It concluded that the resolutions authorizing V.K. Sharma to sell land were fabricated and that he siphoned off funds from JVG Finance Ltd. This supported the Thareja Committee's findings and further discredited the applicant's claims.5. Authority of V.K. Sharma to Execute Agreements:The court found that V.K. Sharma had no authority to execute the agreements on behalf of the JVG Group companies. The SFIO report confirmed that the resolutions authorizing him were fabricated. The court emphasized that V.K. Sharma's actions were fraudulent and aimed at siphoning off company funds, making the transactions invalid.6. Bona Fides of the Transactions Claimed by the Applicant:The court noted several factors casting doubt on the bona fides of the transactions, including the lack of demarcation of the land, absence of original title documents, and the entire consideration being paid in cash. The applicant's failure to produce income tax records and balance sheets further weakened their claim. The court drew adverse inferences from the applicant's conduct and lack of evidence, concluding that the transactions were not genuine.Conclusion:The court dismissed the application, upholding the Thareja Committee's and SFIO's findings that the transactions were fraudulent, and that V.K. Sharma had no authority to execute the agreements. The court emphasized the lack of bona fides in the applicant's claims and the failure to produce crucial evidence, leading to the conclusion that the transactions were aimed at defrauding creditors and siphoning off funds from JVG Finance Ltd.