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SUPREME COURT OF INDIA
Justice Jarat Kumar Jain Member (Judicial), Mr. Kanthi Narahari Member (Technical)
Vijaya Sai Poultries Pvt. Ltd. – Appellant
Versus
Vemulapalli Sai Pramella & Ors. – Respondent
1
Company Appeal (AT) No. 296 of 2019
NATIONAL COMPANY LAW APPELLATE TRIBUNAL PRINCIPAL BENCH,
NEW DELHI
Company Appeal (AT) No. 296 of 2019
IN THE MATTER OF:
1. VIJAY SAI POULTRIES PVT. LTD.
H. No. 38, 1st Floor,
NTR Municipal Kreeds Pranganam
Brindavan Garden, Guntur, Andhra Pradesh
... Appellant
Vs.
1. VEMULAPALLI SAI PRAMEELA
Flat No. 403, White Rose Apartment
9th Lane, Vijayapuri Colony, Guntur,
Andhra Pradesh State 522 007
... Respondent No. 1
2. VEMULAPALLI HARI KISHORE
Flat No. 403, White Rose Apartment
9th Lane, Vijayapuri Colony, Guntur,
Andhra Pradesh State 522 007
... Respondent No. 2
3. V. VASUNDRA
Flat No. 403, White Rose Apartment
9th Lane, Vijayapuri Colony, Guntur,
Andhra Pradesh State 522 007
... Respondent No. 3
4. CH DHANALAXMI
House No. 4684/18, SS Layout, B Block,
4th Main, 7th Cross, Davangere,
Karnataka State 577004
... Respondent No. 4
5. CH ANNAPURNAMMA
House No. 4684/18, SS Layout, B Block,
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Company Appeal (AT) No. 296 of 2019
4th Main, 7th Cross, Davangere,
Karnataka State 577004
... Respondent No. 5
Present:
For Appellant: Dr. UK Chaudhary, Sr. Advocate with Mr. Mansumyer
Singh, Advocate.
For Respondents: Mr. Chava Badri Nath Babu, Advocate.
J U D G M E N T
Jarat Kumar Jain. J:
The Appellant ‘Vijaya Sai Poultries Pvt. Ltd.’ has filed this Appeal against
the order dated 16.09.2019 passed by National Company Law Tribunal, Amaravati
Bench, in I.A. No. 20 of 2018 in TCP No. 123/241/AMR/TP/2019 (CP No.
174/241/HDB/2017) whereby the Adjudicating Authority allowed the application
filed by Petitioners (Respondents herein) and directed that forensic audit be
conducted of the Appellant company since 31.03.2004.
2.
Brief facts of this case are that Petitioners (Respondents herein) have filed
Petition against the ‘Vijaya Sai Poultries Pvt. Ltd., Mr. Naveen Kishore, Naveen
Kishore HUF and Mrs. V. Roja Kishore under Sections 59, 241 and 242 of the
Companies Act, 2013 (in brief the Act) alleging oppression and mismanagement
by Mr. Naveen Kishore. In the petition, the Petitioners have filed an application
under Rule 131 of the NCLT Rules, 2016 alleging that Mr. Naveen Kishore,
Managing Director of the Company illegally transferred the shares of Respondents
in his name by forging signatures in the Financial Year 2013-2014 without any
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Company Appeal (AT) No. 296 of 2019
consideration. It is also alleged that Mr. Naveen Kishore started selling the
immovable and moveable properties of the Appellant company illegally and
misappropriated the sale proceeds. Mr. Naveen Kishore purchased 50 immovable
properties in his name and his wife’s name by utilizing the working capital and
funds of the Appellant Company. Mr. Naveen Kishore has been operating the
finances of the Appellant Company in an arbitrary and whimsical manner and has
siphoned off Crores of Rupees belonging to the Appellant Company without
accounting for the same. The same was done with the active aid and connivance
of the auditors of the Company. Therefore, it was requested that an advocate-
Commissioner be appointed to conduct a forensic audit of the Appellant Company
by taking assistance of an Auditor for the check period 31.03.2004 till date.
3.
The Application was resisted by Mr. Naveen Kishore on the ground that
there is no illegal transfer of shares as alleged and the same are false allegations
created for the purpose of denying the actual transactions done by Respondents.
The Respondent No. 1, being the signatory of the Balance Sheet cannot plead
ignorance of the share transfer, shareholding shown in the records. The
Respondents for the first time alleged the forgery and fabrication of documents
which was never raised earlier. There is a vague allegation that Mr. Naveen Kishore
started selling moveable and immovable properties of the company illegally,
however, in support of the said allegation, they have
