NCLT Denies Set-Off Claim, Orders Director and Family to Pay ₹38 Lakh Dues to Jatayupara Tourism Project

Kochi: In a firm directive aimed at preventing revenue leakage in a court-monitored corporate dispute, the National Company Law Tribunal (NCLT), Kochi Bench, has ordered a director of Guruchandrika Builders & Property Private Limited (GBPL) and his family-run enterprise to deposit ₹38.32 lakh in dues into the common pool account of the Jatayupara Tourism Project (JTP). The bench, comprising Shri. Vinay Goel (Judicial Member) and Smt. Madhu Sinha (Technical Member) , rejected the respondents' plea to set off the commercial dues against personal loans and alleged unpaid salaries, emphasizing that different legal capacities cannot be mixed to evade contractual obligations.

Background of the Dispute

The case revolves around the Jatayupara Tourism Project (JTP), a venture managed by multiple entities currently under the NCLT's supervision due to a company petition filed under Sections 241, 242, and 213 of the Companies Act, 2013 , concerning oppression and mismanagement. To safeguard the project's operations and finances, the Tribunal had previously appointed an Administrator and a Chartered Accountant, Mr. Shawn Jeff Christopher, to oversee revenue collection and ensure all income is deposited into a common pool account.

The present application was filed by the NCLT-appointed Chartered Accountant, seeking recovery of ₹38,32,744 from 'Nanma Eatery', an outlet operating within the JTP. The amount included an unpaid security deposit of ₹10 lakh and outstanding revenue share dues as per a license agreement. Nanma Eatery is a proprietary concern of the spouse of Mr. Rajeev Anchal, a director of GBPL, one of the main constituent companies of JTP.

Arguments of the Parties

Applicant's Stance (The Chartered Accountant): - The CA argued that despite clear NCLT orders mandating the deposit of all project revenues into a common account, Nanma Eatery had failed to pay its dues. - He contended that the failure of GBPL and its director, Mr. Anchal, to collect these dues from a related party (Nanma Eatery) was a deliberate attempt to circumvent the Tribunal's orders and amounted to revenue pilferage that jeopardized the entire project. - The applicant stressed that no party could be given preferential treatment, especially a related entity, without the Tribunal's express permission.

Respondents' Defence (GBPL, Director, and Nanma Eatery): - The respondents admitted to the liability but argued for a right to set off the amount. - They claimed that the proprietor of Nanma Eatery had advanced loans totaling ₹26.15 lakh to GBPL to meet its operational expenses. - They further pleaded that Mr. Anchal's salary had been pending since 2022 and requested that the remaining balance, after the set-off, be adjusted against these dues. - They characterized the CA ’s application as an overreach of his mandate and an improper attempt to recover monetary dues.

Tribunal's Findings and Ruling

The NCLT decisively rejected the respondents' arguments, holding that the plea for set-off was "not tenable at this stage" and impermissible in law.

> The Tribunal observed, "The Nanma eatery shop agreement is a sort of license given to Respondent No. 3 and Respondent No.4 in their individual capacity, and they are bound by the terms and conditions of said commercial contract/licence. The capacity of the licence holder of the eatery shop is different than other capacities, in which Respondents number 2 and 3 are claiming their alleged dues. So that cannot be adjusted to remit the amount forthwith."

The bench underscored that non-payment of dues under a commercial contract constituted non-performance and could even amount to embezzlement. It warned that the Administrator and Chartered Accountant were duty-bound to ensure strict compliance and stop all revenue leakage, and any irregularities would "invite serious consequences."

Final Directions

The NCLT issued a series of directives to the respondents: 1. Deposit ₹38,32,744 into the common pool account within seven days , failing which an interest of 18% per annum would be levied. 2. Pay all subsequent dues from January 2025 to the present date within 15 days , with a 12% interest penalty for non-compliance. 3. Ensure all future monthly revenue shares are deposited by the 7th of the succeeding month. 4. In case of non-compliance, the NCLT authorized the Administrator/ CA to cancel the license of Nanma Eatery and appoint a new licensee.

This order reaffirms the NCLT's commitment to protecting corporate assets during disputes and ensures that personal financial claims of directors or related parties cannot be used to offset clear commercial liabilities owed to the company under its supervision.