2024 (8) TMI 672

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....espondent No.1/RBI Reserve Bank of India on that date, notice was ordered to be issued to the learned Standing Counsel for respondent No.1 and today, Mr. Ramesh Babu, learned Standing Counsel is present. 2. Having heard the learned Senior Counsels for the parties present and on perusal of the record, briefly stated, the petitioner claims that he has substantial shareholding of Rs. 17,50,00,000/- preference shares in respondent No.2 company, having an aggregate face value of INR 175 crores, which is a Non-Banking Financial Company ["NBFC"] registered with the respondent No.1. It is the grievance of the petitioner that on 24.05.2024 and thereafter, on 21.06.2024, he sent detailed complaints to respondent No.1/RBI highlighting various aspects of mismanagement and financial improprieties including misappropriation & siphoning off of the funds by respondent No.2 through its Board of Directors comprising of Mr. Satya Prakash Bagla, Mr. Achal Jindal and Mr. Johnson Kallarachal Abraham, but no action has been taken so far by respondent No.1/RBI. 3. Hence, the petitioner invokes the extraordinary jurisdiction of this Court under Article 226 of the Constitution of India, 1950 seeking t....

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....h Court is appointed as Administrator qua the Respondent No.1. A. The Ld. Administrator so appointed would cause to be prepared with respect to the company: - (a) a complete inventory of (i) all assets and liabilities of whatever nature; (ii) all books of account, registers, maps, plans, records, documents of title and all other documents of whatever nature; (b) a list of shareholders and a list of creditors showing separately in the list of creditors, the secured creditors and unsecured creditors; ....... (e) proforma accounts of the company, where no up-to-date audited accounts are available; and (f) a list of workmen of the company and their dues referred to in subsection (3) of section 325. B. The Ld. Administrator would also take over all the functions of the board qua the Respondent No.1 and the power and function of the board would remain in abeyance for a period of 180 days. C. The OCDs/CCPS issued by the Respondent No.1, in violation of the RBI regulations, shall stand cancelled and money, thereof, shall be returned to respective holders and necessary formalities in this regard would be completed. D. T....

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....ion by the learned administration. L. The Ld. Administrator would be entitled to same pay, allowances and facilities as are admissible to CEO/MD of the Respondent. M. The Ld. Administrator is at liberty to approach this Bench for any clarification/direction with regard to the issues before him. N. Nothing observed/stated hereinabove would be perceived to have ramification to disqualify the Respondent Nos.2 to 3 from holding the position of Director qua any company. The Petition stands disposed of. No Cost." 5. It is also brought out that the aforesaid order was challenged by Mr. Satya Prakash Bagla and others before the National Company Law Appellate Tribunal ["NCLAT"] wherein, vide order dated 31.05.2024, the aforesaid order has been modified as follows: "5. The appellants have substantially argued the matter and the Respondents shall be arguing on the next date. At this stage, we modify the interim relief of grant of status quo in respect of the impugned order vide our order dated 22.05.2024, to the extent that, we hereby direct let Hon"ble Justice Mr. R.K. Gauba to act as an Observor, and he shall preside over the Board of Directors" Meetin....

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....management, headed by Mr. Satya Prakash Bagla, has been involved in purchase of luxury cars to the tune of more than Rs. 25.36 crores and purportedly, taking loans from different parties including the banks and instead, showing repayment to the related companies, which are exclusively controlled by him (Annexure P-11 at pages 636-637 of the PDF). 8. Mr. Tripahti, learned Senior Counsel for the petitioner vehemently urged that the present management of respondent No.2 is not even cooperating with the Observer appointed by the NCLT and to that effect, the report dated 01.07.2024 has already been filed by the Observer which is pending consideration and, in this regard, learned Senior Counsel for the petitioner referred to the Tabular depiction of non-compliances by the present management, as detailed in paragraph (24) of the Observer report. 9. Per contra, Mr. Raj Shekhar Rao, learned Senior Counsel for respondent No.2 has vehemently urged that the present petition is grossly misconceived and not maintainable inasmuch as the petitioner is attempting to overreach the pending proceedings before the NCLAT on the same allegations. It was pointed out that the shareholding has been bo....