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2024 Supreme(Online)(NCLAT) 307
NATIONAL COMPANY LAW APPELLATE TRIBUNAL AT CHENNAI (APPELLATE JURISDICTION) Company Appeal (AT) (CH) No. 101/2022 & I.A. Nos. 854 of 2022 & 146, 1326 of 2023 (Arising out of the Impugned Order dated 08/06/2022 in CP/127(KOB)/2019, passed by the National Company Law Tribunal, Kochi Bench, Kochi) In the matter of: 1. Veena Ramanathapura Sreenivasarangan Apt. No. 2083, Oak Block 2, Sobha Forest View Apts., 100 Ft. Vaajrahali Road, Off Kanakpura Main Road, Bangalore – 560 109.
…Appellant No. 1 2. Iyer Sudhakar Jayaram Apt. No. 2083, Oak Block 2, Sobha Forest View Apts., 100 Ft. Vaajrahali Road, Off Kanakpura Main Road, Bangalore – 560 109.
…Appellant No. 2 Versus 1. Amruthamgamaya Nature Care and Leisure Private Limited VPR/VIII/1325, Amruthamgamaya RKN Road, Panangode, Venganoor P.O Thiruvanthapuram – 695523, Kerala.
…Respondent No.1 2. Ajith Nagappan Nair Radhamony Manackal, VRP 8/1736, RKN Road, RKN Road, Panangode, Venganoor P.O Thiruvanthapuram – 695523, Kerala.
…Respondent No. 2 3. Gayatri Padmakumari Sukumaran Manackal, VRP 8/1736, RKN Road, RKN Road, Panangode, Venganoor P.O Thiruvanthapuram – 695523, Kerala.
…Respondent No. 3 Comp App (AT) (CH) No. 101/2022 & I.A. Nos. 854 of 2022 & 146, 1326 of 2023 4. Ramakrishnan V RRV Associates, Company Secretaries, A-41, Shyam, First Floor, Elamkom Gardens, Vellayambalam, Trivandrum – 695 010.
…Respondent No. 4 5. Sreehari G Swathi Sree, T C 28/1879, Padmavilasam East Street, Fort, Trivandrum – 695 023.
…Respondent No. 5 6. Ms. Sarah Judith Tamara Cohen UK Passport No. 099109527 Residing at 34, Estele Road, London, NW 32J, United Kingdom.
…Respondent No. 6 7. Mr. M. Komala Kumaran Ms. M K K Associates, Chartered Accountants, FRN 0119805, 158, AKG Nagar, Peroorkada, Trivandrum – 695 005.
…Respondent No. 7 Present : For Appellant :
Mr. R. Murari, Sr. Advocate Mr. S. Eshwar & Ms. Aanchal Nichani, Advocates.
For Respondents No. 2 & 3 :
Mr. Bijoy P. Pulipra, Advocates. For Respondent No.6 :
Mr. Kiran Gopi, Advocate. For Respondent No. 7 :
Mr. Sankar P. Panicker, Advocate.
JUDGEMENT
(Hybrid Mode) [Per: Ajai Das Mehrotra, Member (Technical)] 1. The present Appeal has been filed by Veena Ramanathapura Sreenivasarangan (hereinafter called Appellant No. 1) and Iyer Sudhakar Jayaram Comp App (AT) (CH) No. 101/2022 & I.A. Nos. 854 of 2022 & 146, 1326 of 2023 (hereinafter called Appellant No. 2) against the Impugned Order dated 08.06.2022, passed by National Company Law Tribunal, Kochi Bench, in CP/127/(KOB)/2019 filed under Sections 241 & 242 of the Companies Act, 2013. 2. Shorn of unnecessary details, the brief facts of the case are that the Respondent No. 1 Company Amruthamgamaya Nature Care and Leisure Private Limited was founded in the Year 2006 by Ajith Nagappan Nair Radhamony (Respondent No. 2) and Ms. Sarah Judith Tamara Cohen (Respondent No. 6). R- 6 was a foreign national and had brought in the required capital in the form of FDI in various tranches. R-6 had transferred her shares to the Appellant. A Petition under Section 241 & 242 of the Companies Act, 2013, was filed by Ajith Nagappan Nair Radhamony (Respondent No. 2 herein) and Gayatri Padmakumari Sukumaran (Respondent No. 3 herein) alleging acts of `Oppression and Mismanagement’ and, inter alia, claiming following reliefs: “A. Issue appropriate order for the revision of the Audited Financial Statements for the Financial Year 2015-16, 2016-17 and 2017-18 in view of the violation of the provisions of Section 129 and Section 134 of the Act.
B. Direct the 2nd and 3rd Respondents to conduct and convene the Annual General meetings for the financial year 2016-17, 2017-18, and 2018-19 with proper disclosures.
C. To appoint an Independent Chartered Accountant to conduct an investigate audit and draw up the accounts of the Company for the year ended on 31st March, 2016, 31st March, 2017, and 31st March, 2018 to identify the Accounting Fraud in the Financial Statements of the Company.
Comp App (AT) (CH) No. 101/2022 & I.A. Nos. 854 of 2022 & 146, 1326 of 2023 D. To properly repay the loan amount of Rs.23,71,236/- (Rupees Twenty-Three Lakh Seventy-One Thousand Two Hundred and Thirty-Six Only) to the Petitioner based on the findings of the Independent Chartered Accountant.” 3. The NCLT Kochi vide impugned order dated 08.06.2022 first held that the Petition is maintainable as the Applicants are holding 19.18% equity shares of the Company and are eligible to file the Petition under Section 241 of the Companies Act, 2013. In the said interim order, NCLT Kochi also ordered investigation of accounts of the Company by appointing an Independent Chartered Accountant to investigate and audit accounts of the Company for the financial years ending on 31.03.2016, 31.03.2017 and 31.03.2018. 4. The operative part of the Impugned Order of the `Tribunal’/NCLT Kochi, being para 46 to 49 is reproduced below for ready reference: “46. The above-mentioned situation of treating the amount as `Loan from Directors’, which was stated to be an error occurred in the notes to the Balance Sheet that have been signed inadvertently by the Respondent, cannot be considered as a genuine plea as seen from the annexed documents. Therefore, before going to the merits of the contentions raised by both parties, we are of the considered opinion that the prayer (c) to appoint an Independent Chartered Accountant to conduct an investigative audit and draw up the accounts of the Company for the years ended on 31st March, 2016, 31st March, 2017, and 31st March, 2018 may be allowed.
After getting the report of the Chartered Accountant, further contention of the parties will be considered and appropriate orders passed.
circumstances of the case, this Tribunal appoints Shri, Rajmohan R (IBBI/IPA-001/IP-P-02331/2020- Comp App (AT) (CH) No. 101/2022 & I.A. Nos. 854 of 2022 & 146, 1326 of 2023 21/13517), having office at Rajbhavan, HS 175A & 514/12-1, ST No. 6, Krishnapuram, Ollukkara, Thrissur – 680655, (Mob No.
9946823989), (Email:
- carajmohangmail.com) as an Independent Au
