2023 (1) TMI 1192 - AT - Companies Law

Appeal challenging NCLT's order to reject winding-up petition dismissed due to procedural lapses and lack of sanction

The Registrar of Companies, NCT of Delhi & Haryana Versus M/s Sri Amarnath Finance Ltd.

The Tribunal dismissed the appeal challenging the NCLT's order, which had rejected the winding-up petition against the Respondent company. Citing ... Winding up petition under Section 271-272 of Companies Act, 2013 - reasonable opportunity of making representation - Whether the Central Government has accorded the sanction as per law? - HELD THAT:- The facts of the instant Appeal are same and identical to the case which was dismissed by this Appellate Tribunal in REGISTRAR OF COMPANIES NCT DELHI AND HARYANA VERSUS APOORVA LEASING FINANCE & INVESTMENT CO LTD, UNION OF INDIA, THROUGH THE SECRETARY, MINISTRY OF CORPORATE AFFAIRS, NEW DELHI. [2019 (12) TMI 1634 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL, NEW DELHI], where it was held that It is apparent that without giving reasonable opportunity of representation to Respondent No.1 the sanction has been granted that too without applying the mind thus we find no ground to interfere in the order passed by the NCLT. Therefore, there is no merit in the Appeal, the instant Appeal is hereby dismissed. Issues Involved:1. Legality of the impugned order dated 03.02.2020 by the National Company Law Tribunal (NCLT), New Delhi.2. Allegations of money laundering and fraudulent activities by the Respondent company.3. Validity of the sanction letter dated 29.08.2017.4. The role of Jain Brothers in controlling the Respondent company.5. Applicability of the judgment in the case of 'Registrar of Companies Vs. Apoorva Leasing Finance & Investment Company Limited'.Detailed Analysis:1. Legality of the Impugned Order:The Appellant challenged the legality of the NCLT's order dated 03.02.2020, which dismissed the winding-up petition against the Respondent company. The Tribunal dismissed the petition on the grounds of lack of sanction and on merits, referencing a similar case, 'Registrar of Companies Vs. Apoorva Leasing Finance And Investment Company Ltd.'2. Allegations of Money Laundering:The Appellant's case was based on the SFIO Report dated 31.03.2016, which found that the Respondent company, along with 48 other companies controlled by Jain Brothers, was involved in money laundering activities. The SFIO investigation revealed that these companies were used for rotating money through book entries without any purposeful business, and the Jain Brothers were the 'Directing mind and will' behind these activities.3. Validity of the Sanction Letter:The Appellant argued that the letter dated 29.08.2017 was a valid sanction letter issued after due discussion and deliberation. The Tribunal, however, found that the sanction order did not contain allegations against the Respondent company or indicate that the company had been given a reasonable opportunity to make representations. This was supported by a previous judgment in 'Registrar of Companies Vs. Apoorva Leasing Finance & Investment Company Limited,' where it was held that the sanction was granted without applying the mind and without giving reasonable opportunity of representation.4. Role of Jain Brothers:The Appellant contended that the Respondent company was still under the influence of Jain Brothers, despite a change in management in 2015-16. The SFIO report and other investigations indicated that the Jain Brothers controlled the Respondent company and other entities through a web of transactions and shell companies, facilitating money laundering activities.5. Applicability of the Judgment in 'Registrar of Companies Vs. Apoorva Leasing Finance & Investment Company Limited':The Tribunal referenced the judgment in 'Registrar of Companies Vs. Apoorva Leasing Finance & Investment Company Limited,' which was upheld by the NCLAT and the Supreme Court. The Tribunal found that the facts of the instant appeal were identical to this case, where the appeal was dismissed due to lack of proper sanction and procedural lapses. The Supreme Court dismissed the civil appeal on the grounds of limitation but clarified that the order would not prevent the appellant from taking recourse to remedies available in law after following due process.Conclusion:The Tribunal concluded that the facts of the instant appeal were identical to the case of 'Registrar of Companies Vs. Apoorva Leasing Finance & Investment Company Limited,' which had been dismissed by the NCLAT and upheld by the Supreme Court. Therefore, the Tribunal found no merit in the appeal and dismissed it, reinforcing that the procedural lapses and lack of proper sanction were critical in the dismissal of the winding-up petition.