TaxTMI 
TaxTMI 
2023 (1) TMI 1193
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.... made above, the petition is dismissed on three counts, which are as follows; (i) That there is no compliance with the second proviso to sub-Section 930 of Section 272 of the Companies Act, 2013; (ii) That there is no specific allegation against the Respondent Company and the single transaction mentioned in the SFIO Report pertains to the past, which is concluded; and (iii) The Company is being run by new Management as a going concern, which is making all the compliances with the provisions of the Companies Act, 2013 as well as the Income Tax Act, 1961 and filing the returns regularly. 15. In the light of the above, interim order, if any, is vacated. All other connected CAs stand dismissed. However, there is no order as to cost. 16. The order is pronounced in open court." 3. The facts giving rise to this Appeal are as follows: i) The Appellant filed a winding up petition being CP No. 232/271-272/ND/2018 against M/s Sunny Cast and Forge Pvt. Ltd. (Respondent herein) before the NCLT, New Delhi on the basis of the SFIO Report dated 31.03.2016 after fulfilling all the legal requirements and with the permissions of the Central Gov....
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....Legend Infoways Private Limited (LIPL) * Microland Developers Private Limited (MDPL) * Utsav Securities Private Limited (USPL) * Aquarius Fincap & Credits Private Limited (AFCPL) * Shalini Holdings Limited (SHOL) e. Identities of the persons who are behind the whole trail of investments/web of cross investments in various companies could not be found out. f. All the companies and persons involved appear to be working in concert to create share capital, share application money, share premium and reserves and surplus in these companies just by creating accounting entries and circular transactions. Accounting entries thus created, are sought to be wrapped/adjusted by way of scheme of amalgamation. g. The allotment of large number of shares on a hefty premium without any justifiable business seems to be deliberate attempt to avoid payment of fees to the govt. exchequer under schedule X on increase in paid up share capital and authorized share capital. h. The transferee company is a listed company and out of the total 720 shareholders, 83% are individuals and the remaining 17% are body corporates. The scheme of amal....
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....Jain (Jain Brothers). Numerous incriminating documents were seized by the ITD and assessment proceedings have since been completed on the basis of these documents and post search investigations. ITD has recorded findings that Jain Brothers had been functioning as accommodation entry operators with/through 49 companies/entities under their control. The Investigation revealed that Jain Brothers were the 'Directing mind and will' behind the functioning of all 49 companies including the Respondent herein. The observation made during the investigation are summarized as under to substantiate the above statement:- a) The primary records in the form of daily cash books and mediator ledgers for the period from January 2005 to August 2010 seized by the ITD, have been validated by the SFIO team through the bank statements of the concerned companies. The meticulous record keeping reveals that cash book were maintained by Jain brothers in a unified manner for all the entities under their control. The opening/closing balances shown in the cash books reflect joint opening/closing balance for the entire set of entities. The unified record keeping system has also established the nature of ....
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....agat Projects Ltd. as share subscription. h) Documents pertaining to the subscription of shares in Jagat Projects by entities controlled by Jain Brothers were found from the residence of Sh. Satisw Pawa, director, Jagat Projects Ltd. during search by the ITD. i) Call records in the custody of ITD and reported in the assessment order of Jian Brothers and Jagat Projects Ltd. show regular conversation between Rajesh Aggarwal & S.K. Jain, Ravinder Goel & Rajesh Aggarwal and Sant Lal Aggarwal & Rajesh Aggarwal, though these persons have denied to have been in touch with each other. j) Admission made by Rajesh Aggarwal during search at his residence by the ITD on 18.01.2011 regarding role played by him in mediating transactions between Jagat Projects Ltd. and Jain Brothers at the behest of Ravinder Goel. k) Within a short span of time, the share allotted to SHL, USPL & Sohpl were bought back by relatives and associates of Directors of Jagat Projects Ltd. at heavily discounted price, completing the full cycle of regaining control over the company from outside entities. l) Though the modus operandi is explained with these specific cases as per t....
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....he Appellant preferred petition being CP No. 232/271-272/ND/2018 before the NCLT with following reliefs:- a. Issue/pass necessary directions/orders for winding up of M/s Sunny Cast and Forge Private Limited in the public interest. b. Appoint Liquidator for taking over the assets of the Respondent company. c. Issue directions to the directors of the Respondent Companies to file statement of affairs showing the assets and liabilities with the Liquidator appointed by the Hon'ble Tribunal. d. Direct the respondents to maintain status quo in respect of the properties of the company and the respondent company be prohibited from dealing with the funds of the company except with the prior permission of this Hon'ble Tribunal. e. Restrain the respondent company from dealing and transacting in any manner, whatsoever with the movable and/or immovable assets of the company and its Bank Accounts. After hearing the parties, the Tribunal dismissed the aforesaid winding up petition and passed orders (supra). Hence this Appeal. 4. The Ld. Counsel for the Appellant during the course of argument relied on the grounds mentioned in the memo of Appeal an....
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....nitiating winding up petition against all those 49 companies which were found involved in the crime. 6. It is further submitted that the letter dated 29.08.2017 is the letter of sanction to the Registrar of Companies and it was issued after due discussion, deliberation and application of minds. However, the letter has been addressed to the Director, SFIO and a copy thereof has been sent to the petitioner but the perusal of the letter dated 29.08.2017 reveals that the purpose of addressing the Director, SFIO was only to request him to assist the ROC to file the winding up petition be deputing the concerned IO who had conducted the investigation. Further, there is no any prescribed format for granting sanction in a particular manner. The word sanction means official permission. In the present case, petitioner has not filed a winding up petition against the Respondent company without the permission of the Central Govt. The letter dated 29.08.2017 which is, in fact, a sanction letter has been issue dafter considering the notices and replies from the Respondent company. Since there is nothing in the reply of the Respondent except the request for the copy of the SFIO report, therefore....
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....ndent during the course of argument and in his reply affidavit along with written submissions submitted that the Tribunal vide order dated 27.02.2020 dismissed the petition on both grounds lack of sanction as well as on merit. The Tribunal held that facts of this case are identical to the case which was dismissed by this Bench vide order dated 18.01.2019 in the case of "Registrar of Companies Vs. Apoorva Leasing Finance & Investment Company Limited" and is now upheld by this Appellate Tribunal comprising of Hon'ble three Member Bench in Company Appeal (AT) No. 88 of 2019 vide order dated 04.12.2019 which read hereunder: "15. This sanction order does not contain what are the allegations against the Respondent No.1 company and to substantiate the allegations what documents were placed before him. It is also not mentioned that before according sanction the company has been given reasonable opportunity of making representations. It is also not mentioned that the sanctioning authority prima facie satisfied with the allegations against the Respondent No.1 company. In this regard it is useful to cite the judgement of Punjab & Haryana High Court in the case of ROC Vs Suraj Bachat ....