Appellate Tribunal partially allows appeal, upholds bank account joint operation, orders transparency measures.

The Appellate Tribunal partly allowed the appeal, setting aside the NCLT's direction for the Registrar of Companies to investigate the affairs of Respondent No. 1 Company. However, it upheld the NCLT's directive for joint operation of the bank accounts, with an additional order for transparency measures. The NCLT was directed to provide an opportunity for both parties to be heard and, if necessary, pass an order for investigation under Section 210(2) of the Companies Act, 2013.

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Issues Involved:
1. Legitimacy of the NCLT's directive to jointly operate the bank accounts of the Respondent No. 1 Company.
2. Allegations of siphoning off funds by Respondent No. 2.
3. NCLT's interference in the internal management of the company.
4. The direction for an investigation into the affairs of Respondent No. 1 Company by the Registrar of Companies.

Issue-wise Detailed Analysis:

1. Legitimacy of the NCLT's Directive to Jointly Operate the Bank Accounts:
The NCLT directed that the bank accounts of Respondent No. 1 Company be operated jointly by one representative of the Appellants and one representative of Respondent No. 2 to 4. This order superseded the Board Resolution dated November 19, 2019, which allowed any two Directors to operate the bank accounts. The Appellants argued that this directive was issued without any discussion or finding of mismanagement, thus interfering with the company's internal management. However, the NCLT justified its order by noting prima facie acts of oppression and mismanagement.

2. Allegations of Siphoning Off Funds by Respondent No. 2:
The Appellants contended that Respondent No. 2, who was the sole authorized signatory of the bank accounts, siphoned off Rs. 55,99,68,131/- to himself and related parties, failing to make payments to royalty and statutory dues, including GST. This led the Board of Directors to pass a resolution on November 19, 2019, authorizing any two Directors to operate the bank accounts. The Respondents countered by alleging that the Appellants were committing acts of oppression to oust Respondent No. 2 and mismanage the company's funds.

3. NCLT's Interference in the Internal Management:
The Appellants argued that the NCLT's order interfered with the internal management of the company, which was impermissible in law. The NCLT, however, passed interim orders to prevent further acts of oppression and mismanagement and to protect the company's assets. The Appellate Tribunal found that the NCLT's interim orders were equitable and maintained a balance of convenience, given the allegations and counter-allegations of siphoning off funds.

4. Direction for Investigation by the Registrar of Companies:
The NCLT directed the Registrar of Companies to investigate the affairs of Respondent No. 1 Company. The Appellants contended that this direction was erroneous as the Companies Act provides that such investigations should be conducted by the Central Government or an inspector appointed by it, not the Registrar. The Appellate Tribunal agreed, stating that the NCLT erred in directing the Registrar to investigate, as per Sections 210(2) and 213 of the Companies Act, 2013. The Tribunal noted that the NCLT should form a prima facie opinion and, if necessary, direct the Central Government to conduct the investigation.

Conclusion:
The Appellate Tribunal partly allowed the appeal, setting aside the NCLT's direction for the Registrar of Companies to investigate the affairs of Respondent No. 1 Company. However, it upheld the NCLT's directive for joint operation of the bank accounts, with an additional order that a weekly report of all transactions over Rs. 1000 be circulated to all directors by email to ensure transparency and prevent siphoning off funds. The NCLT was directed to provide an opportunity for both parties to be heard and, if necessary, pass an order for investigation under Section 210(2) of the Companies Act, 2013.

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