* IN THE HIGH COURT OF DELHI AT NEW DELHI Date of decision: 17th AUGUST, 2023 IN THE MATTER OF:

+ W.P.(C) 9841/2022 & CM APPLs. 29064/2022, 30677/2023 NIPUN SINGHAL ..... Petitioner Through: Mr. Nipun Singhal, Mr. Nikhil Singhvi, Mr. Bilal Ikram and Ms.

Vidhi Jain, Advocates.

versus UNION OF INDIA & ORS ...... Respondents Through: Mr. Anurag Ahluwalia, CGSC for R-1/UoI.

Mr. Kush Sharma, Advocate for R-2/Bank of Baroda.

Mr. Nikhil Goel, SPP for CBI with Mr. Kartik Kaushal and Ms. Siddhi Gupta, Advocates for R-3/CBI.

Mr. Vipan Datta, Advocate for R-4.

CORAM:

HON'BLE MR. JUSTICE SUBRAMONIUM PRASAD JUDGMENT (ORAL)

1. The instant writ petition under Article 226 of the Constitution of India has been filed by the Petitioner for quashing of the Look Out Circular (LOC) issued against the Petitioner at the instance of Respondent No.2/Bank of Baroda.

2. It is stated that the Petitioner was employed with a Company-Lloyd Electric and Engineering Limited from the year 2010 to 2017. It is stated that in the year 2013, the Petitioner was asked to become a part of the Board of the company as a Director. It is stated the being a Director, the Petitioner‟s responsibility was only to deal with the consumer durable business of the company. It is stated that the said consumer durable business was sold to Havells (India) Limited on 18.02.2017 and the sale was effectuated on 08.05.2017 and on the same day the Petitioner resigned as a Director. It is stated that the Petitioner attended the last Board Meeting on 18.02.2017. It stated that after about 18 months of the Petitioner‟s leaving, the company was declared as Non-performing asset (NPA) on 28.11.2018. It is stated that on 14.01.2022, the Petitioner received a Show Cause Notice dated 07.01.2022 from the Bank of Baroda whererin it was stated that the Petitioner was declared as a wilful defaulter. It is stated that the basis of the transactions as mentioned in the Show Cause Notice pertains to the period post resignation of the Petitioner. It is stated that the Petitioner gave a reply to the Show Cause Notice. It stated that, thereafter, the Petitioner received a notice under Section 91 of Cr.P.C from the Respondent No.3/Central Bureau of Investigation (CBI) informing that a regular case bearing No. RCBD12021E0011 has been registered against the company and three Directors and sought details pertaining to certain transactions entered into by the Company. It is stated that the Petitioner co-operated with the investigation and had informed the CBI that he resigned from the company on 08.05.2017 and was not in any event operating as a key managerial personnel and, therefore, was not responsible for the day-to-day affairs of the company. It is stated that Petitioner was travelling to Spain but when he arrived at the Mumbai Airport, he was informed that a Look Out Circular has been issued against him and, therefore, he cannot travel.

3. The Petitioner, thereafter, has approached this Court challenging the Look Out Circular issued by the Bank of Baroda.

4. Notice was issued in the writ petition on 04.07.2022. The Respondent No.2/Bank of Baroda has filed its counter affidavit in the matter. In the counter affidavit filed by Bank of Baroda, it is stated that the Petitioner being a Director of the company was also a key managerial personnel in the company and had worked with the company as a whole time Director from the year 2013-14 till 08.05.2017. It is stated that since the Petitioner was a whole time Director of the company, he comes under the definition of “Key Managerial Personnel” as per Section 2(1) of the Companies Act, 2013. It is further stated in the counter affidavit that the Company-Lloyd Electric and Engineering Limited was engaged in the business of manufacturing of refrigeration/air conditioning heating systems with six manufacturing and assembly units and the company was sanctioned the credit facility to the tune of Rs.1075 crores by the consortium of banks. It is stated that the company was declared