NATIONAL COMPANY LAW TRIBUNAL COURT-V, MUMBAI BENCH

204. CP/1342(MB)2020 IN THE MATTER OF Ratnarup Projects Private Limited … Petitioner Vs Tamanna Hotels Private Limited … Respondent U/s 213 of the Companies Act, 2013 Order Delivered on 14.01.2026 CORAM:

SH. MOHAN PRASAD TIWARI SH. CHARANJEET SINGH GULATI MEMBER (J) MEMBER (T)

Appearance through VC/Physical/Hybrid Mode: For the Petitioner: PCA Tarun Arora (PH)

For the Respondent: Adv. Omkar Deosthale a/w Vatsal Gosalia (PH)

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ORDER This Company Petition has been filed under Section 213 of the Companies Act, 2013 by Ratnarup Projects Private Limited seeking following prayers: -

a) This Hon’ble Tribunal be pleased to pass an order initiating an enquiry and investigation into the business and conduct of the Respondent Company.

b) This Hon’ble Tribunal be pleased to pass an order appointing a special officer/administrator/independent person to take charge of the statutory books, records and documents of the Company including the director’s minute book, shareholder’s minute book, register of members, share transfer register, cash book, journal, ledger and books of accounts of the Company and also the assets of the Company.

c) This Hon’ble Tribunal be pleased to pass an Order appointing a third party Independent Auditor to re-audit the books of accounts and financial statements of the Respondent Company.

d) This Hon’ble Tribunal be pleased to pass an Order appointing any prudent and eligible person as Director/s on board of the Respondent Company.

Ld. Counsel for the Petitioner submits that they were appointed Civil Contractor by the Respondent Company and despite the work executed in terms of the contract and invoice raised by them, submitted to the Respondent Company, such invoices have not been recorded in the books of accounts of the Respondent Company. He submits that such action on the part of the Company of not recording the invoices raised by them which essentially are the liabilities/payables by the Respondent Company for the Financial Year 2017-18 (year ended on 31.03.2018), warrant investigation Under Section 213 of the Companies Act.

Ld. Counsel for the Petitioner submits that such action of non-accounting, their genuine invoices that too towards the in-line work done by them in terms of the contract executed between them and the Respondent clearly point out to the fact that the affairs of the Company are not run and managed in accordance with the tenets of the Company Law and, therefore, the investigation under Section 213 should be directed by the Tribunal as the business of the Company is being conducted with intent to defraud them and, therefore, the provisions of Section 213 (b)(i) are attracted in this case for suitable directions by the Tribunal.

Per contra, Ld. Counsel for the Respondent submits that the Petitioner only seeks to recover his disputed operational dues/debt. He also points out that on 07.12.2018, the Petitioner has filed a suit for specific performance of the agreement to restrain the Respondent No. 1 from appointing any other Contractor in his place and the Ld. Trial Court rejected the Application for stay and refused to grant any interim protection to the Petitioner vide their order dated 22.04.2019. He also submits that the Petitioner filed Company Petition No. 1378 of 2020 under Section 9 of the Code based on the same invoices, basis which the present Petition has been filed, which was dismissed by the Tribunal on account of pre-existing disputes on 03.03.2023. In the intervening period on 28.10.2020, the Petitioner has filed the present Petition before this Tribunal. He also submits that it is not the case that the invoices raised and the transactions entered into with the Petitioner have not been taken cognizance of and submits that in the notes to financial statement for the year ended 31.03.2018 as also for the year ended 31.03.2019 is under “details of pending litigation” suitable disclosure has b