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2025 Supreme(Online)(NCLT) 6253
NATIONAL COMPANY LAW TRIBUNAL
SHRI. VINAY GOEL, SMT. MADHU SINHA, JJ
M/s. Jatayupara Tourism Private Limited – Appellant
Versus
Guruchandrika Builders & Property Private Limited – Respondent
MA(C/ACT)/1/KOB/2025 | IA(C/ACT)/03/KOB/2023 | CP(C/ACT)/21/KOB/2020
For the Applicant: Mr.Shawn Jeff Christopher
For the Respondents R1, R19, R20, R21, R23.: Mr.Vinod V Luka
For the Respondent R2, R4, R5, R6: Mr.N.P.Vijayakumar
For the Respondent R3: Mr.Sankar Panicker
For the Respondents R12 to R18 & R25: Mr.Bijoy P Pulipra
For the Respondents R28 and 29: Mr.Bimal K Nath, Sr.Govt.Pleader.
Respondents must comply with Tribunal orders concerning financial dues; failure leads to penalties and potential license cancellation.
Headnote:(A) Companies Act, 2013 - Sections 241, 242, and 213 - The Tribunal directed Respondents to deposit Rs.38,32,744/- in the common pool account for security deposit and revenue share; established that claims of non-payment were unfounded and the necessity for strict compliance with Tribunal orders, failing which penalties apply - Wilful disobedience may lead to sanctions. (Paras 1, 20, 21, 22)
(B) Tribunal's Authority - Emphasized the requirement for adherence to its orders to mitigate financial risk of the businesses involved, highlighting disregard for Tribunal directions may result in punitive actions against the party. (Paras 20, 21)
Facts of the case:
The applicant sought enforcement of payment from the respondents towards outstanding dues mandated by previous orders of the tribunal, highlighting cases of non-compliance and the operational risks posed by such disregard.
Findings of Court:
Directions given to ensure compliance with prior orders were reiterated, and any failure to adhere would result in financial penalties and potential revocation of licenses.
Issues: Key issues involved whether the Respondents were in breach of the Tribunal's orders regarding payments and the appropriateness of using dues owed for set-offs.
Ratio Decidendi: The Tribunal determined that there was no basis for the Respondents' request for setting off dues against payments owed and that strict compliance with its directives was crucial to safeguard project operations.
Result: Respondents directed to deposit specified amounts within stipulated timeframes.
| Table of Content |
|---|
| 1. nclt appointed accountant verifies operational expenses. (Para 1 , 2 , 3) |
| 2. respondents have specific obligations under agreements. (Para 4 , 5) |
| 3. strict compliance with tribunal orders necessary. (Para 20 , 21) |
| 4. tribunal processes applications for compliance actions. (Para 22) |
ORDER
Per Coram
1. Vide Order passed on 13.01.2023, by this Tribunal appointed Mr.Shawn Jeff Christopher as NCLT appointed Chartered Accountant for Jatayupara Tourism Project, (hereinafter referred to as “JTP”) to verify and approve necessary, essential and genuine operational expenses and to ensure that the project remains running and is not put under disuse. The so appointed Chartered Accountant has filed this application and the following are the reliefs sought for in this Miscellaneous Application:
i. To pass an interim order directing R1, R2 and R3 to deposit Rs 38,32,744/- consisting of unpaid Security Deposit of Rs 10 Lakhs and pending dues till January 2025 relating to revenue share, government lease rent amounting to Rs.28,32,744/- to the Common Pool Account.
ii. To pass directions to R1, R2 and R3 to deposit the pending revenue share on a weekly basis to the Common Pool Account.
iii. To pass such further or other orders as may be deemed fit and proper in the facts and circumstances of the case and thus render justice.
2. The functioning of JTP is dependent on revenue generated including the revenue share dues from the areas let out at JTP and as per Order dated 06.06.2022 this Tribunal has directed parties in CP/21/KOB/2023 to deposit daily collections at JTP for its functioning. Accordingly, the NCLT appointed Chartered Accountant in his periodic reports submitted before this Tribunal stated that dues from Nanma Eatery (Formerly Jatayu Merchandise) is long outstanding. The Applicant submitted that the revenue share due till January, 2025, government lease rent for FY 2022-23 & FY 2023-24 and security deposit remaining unpaid amounting to Rs. 38,32,744/- , is due from Nanma Eatery
3. The order passed by this Tribunal on 22.10.2024 directed the Applicant to monitor the collections at JTP and the Applicant in IA (C/ACT)/240/KOB/2024 in IA(C/ACT)/03/KOB/2023 in CP/21/KOB/2023 sought and obtained permission from this Tribunal to file an application for recovery of pending dues from Nanma Eatery. The Applicant brought the potential matters concerning JTP before this Tribunal and sought necessary directions.
4. The applicant submitted that first Respondent Guruchandrika Builders & Property Private Limited (GBPL) is one of the constituent companies forming part of JTP, the second Respondent Rajeev Vidyadharan @ Rajeev Anchal is it’s Director. The third Respondent is a Director of Guruchandrika Builders & Property Private Limited (GBPL), spouse of the second Respondent and Proprietor of Nanma Eatery (formerly Jatayu Merchandise). The fourth Respondent Nanma Eatery (formerly Jatayu Merchandise) is a proprietary concern of the third Respondent. The fifth Respondent Jatayupara Tourism Private Limited (JTPL) is one of the constituent companies forming part of JTP, and the sixth Respondent is the Executive Director of Jatayupara Tourism Private Limited (JTPL).
5. The applicant submitted that bi-partite agreement dated 23.09.2015 executed between Respondents 1 and 5 was terminated on 12.03.2020 and thereafter first Respondent was running JTP. An Arbitral Award passed on 19.08.2024 clearly observed that unilateral termination of bi-partite agreement was illegal and hence set aside. The applicant in the periodical reports mentioned about dues from Nanma Eatery (formerly Jatayu Merchandise). As per the lease agreement revenue share amounting to Rs.26,69,121/- and lease rent due to Government of Kerala amounting to Rs.1,93,113/, and unpaid Security deposit amounting to Rs.10,00,000/- was not deposited to Escrow Account. As per the Order of this Tribunal dated 22.10.2024 "the ICA was directed to monitor and verify daily collections and any due or futur
