TaxTMI 
TaxTMI 
2026 (9) TMI 423
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....for R-1 to R-8. JUDGMENT SHARAD KUMAR SHARMA, MEMBER (J) These two company appeals are before us, where the appellant invokes, the appellant's jurisdiction, under Section 421 of the Companies Act, 2013, for putting challenge to the impugned orders, as discussed hereunder: (i) In Comp. App. (AT) No. 55 of 2026, the challenge is to the impugned order of 12.12.2025, as passed by the Ld. National Company Law Tribunal, Kolkata Bench, Court III in Transfer Petition No. 26(KB)2025. (ii) In Comp. App (AT) No. 137 of 2026, the challenge is to the order of 13.02.2026, as passed by the Ld. National Company Law Tribunal, Kolkata in Transfer Petition No. 26/KB/2025. 2. If we could summarize, the relief was sought primarily because it attracted the drawing of an inquiry or an investigation while invoking the provisions contained under Section 213(b) of the Companies Act, 2013. For the purposes of attracting Section 213(b) to order for carrying out the investigation as it has been done by the impugned order herein i.e. the order dated 12.12.2025 and 13.02.2026, respectively. The notices have been issued to the Enforcement Directorate as well as to the CBI, calling fo....
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.... becomes the prime ingredient as contemplated under law, and that could be attracted only subject to the existence of the conditions contained under sub-Section (b) and its sub-clauses its then only the investigation could have been directed only upon recording of satisfaction and after providing of an opportunity to the affected person or company who could justify as to whether at all the investigation in a given set of circumstances was at all required or not. 4. If we see the proviso to sub-section (b) of Section 213 of the Companies Act, 2013, it's only after determination of the causes as contemplated under Clause (i), (ii) and (iii); it's only upon the given reasonable opportunity to the company that's likely to be affected, and the companies are required to be heard before any investigation is directed to be carried out or any steps towards the investigation are directed to be carried out, and it's upon the holding of those steps and extortion of the process that the Tribunal can thereafter investigate if it is true that the business of the company is being conducted with the intent to defraud a person concerned in the information of the company or the man....
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....the impugned order on the very first date, had called for the transformation report and had issued notices to the ED as well as the CBI. The order however doesn't speak about whether Ld. Tribunal is satisfied with compliance of the parameters prescribed under Section 213. Before holding an investigation or to justify carrying out any steps for investigation under the circumstances because there has had to be a satisfaction by the Tribunal, and satisfaction could be only where the Tribunal applies its mind after hearing the parties and comes to a conclusion after attaching rationality to hold the investigation. Since these parameters are apparently not seen to be complied with, it would amount to their having been an utter derogation of non-compliance of the procedure contemplated under law. 6. The appellant in Comp. App. (AT) No. 55 of 2026, claims that the appellant along with three other partners are shown to have incorporated a company named as M/s Startup Club Networks LLP the Respondent No. 10 herein to the company appeal. The club Services were for offering mentoring, advisory, consultancy services and organizing entrepreneurship events. 7. On 01.11.2017, the appellants....
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....al, we are not concerned with regards to the other directions contained therein except for the directions contained in Part (iv) of the order dated 12.12.2025 as rendered in TP/26(KB)2025, which reads as under: "iv. The Registry is directed to issue notice to Director, Enforcement Directorate, Pravartan Bhawan, Dr. APJ Abdul Kalam Road, New Delhi - 110011. Let the notice be sent by way of speed post or by e-mail, and the Registry is directed to place the tracking information on record." 12. If we scrutinize the part of the order as extracted above, only notices have been issued to the Director, Enforcement Directorate. It is only this part of the order, by which the appellant is aggrieved, and has put it under challenge in the instant company appeal. Primarily, the foundation of challenge given by the appellant, to this part of the order is on a presumptive premise that the order itself suffers from the vices of non-application of mind, because at the stage, when the Tribunal was seized with the proceedings under Section 73(4) which was to be read with Section 213 of the Companies Act, 2013, the issue raised by the appellant was as whether at all there could be a direct....
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....s to issue notice to the Enforcement Directorate and involving its participation in TP/26(KB)2025, being the proceedings which were being carried under Section 73(4) to be read with Section 213 of the Companies Act, 2013, it would be a premature stage calling the Director of the Enforcement Directorate to place the tracking information on record. Even if it is presumed that some tracking report was at all required to be called for, it could have been done by the Adjudicating Authority only after accessing the entire circumstances and inevitable necessity of getting the tracking information on record, and that too, after recording as to under what circumstances the ED was required to be called upon for the said purpose. 16. We have called upon the Ld. Counsel for the respondent to justify the circumstances under which the direction as contained under Clause IV of the impugned order has been issued. The arguments extended were not satisfactory. 17. On perusal of impugned order, we find no justification has been recorded for issuance of notice to ED at the first available instance, as the Tribunal didn't satisfy itself with the parameters contemplated under Section 213(b) of the....
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....order would stand quashed, leaving it open for the Tribunal to act according to the directions given above. 20. In the connected company appeal i.e. Comp. App (AT) No. 137 of 2026, the appellant questioned the impugned order dated 13.02.2026, which was, yet again, an order passed by the Hon'ble National Company Law Tribunal, Kolkata Bench, Court III in Transfer Petition No. 26(KB)2025 whereby the Ld. NCLT has directed the Registry of the Tribunal to issue notices to the Enforcement Directorate, as well as to CBI, by the directions as they have been contained in the order are contained in paragraph (vii) which is extracted hereunder: "vii. The Registry is directed to issue notice to Enforcement Directorate, Bangalore, 3rd Floor, 'B'-Block, BMTC, Shantinagar, TTMC, K.H. Road, Shantinagar, Bangalore, Karnataka- 560027. Let the notice be sent by way of speed post and by e-mail and the Registry is directed to place the tracking information on record." 21. By virtue of the observations made in paragraph (vii) of the impugned order, it was almost a similar direction that has been issued as it has been issued to the Enforcement Directorate, which has been the subject....