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2022 (11) TMI 905 - NATIONAL COMPANY LAW TRIBUNAL, MUMBAIWrongful furnishing of Corporate Guarantee - seeking direction to the Respondent/ Original Petitioner to address the liabilities arising out of unauthorized Corporate Guarantee dated 09.01.2017 in favour of M/s Sourya Container Leasing Company - Applicant submits that at no point did the Respondent have appropriate authorization from Original Respondent No.1 Aranca (Mumbai) Pvt. Ltd. to execute the said Corporate Guarantee - Can orders can be passed in the present proceedings relating to Section 7 proceedings? HELD THAT:- The Applicant herein, has filed the present application seeking directions against the Respondent to make payment of the amount claimed by Mr. Vikram Kumar in C.P.(IB) No. 143 of 2020 on the ground that the respondent issued the Corporate Guarantee without any authorisation from Aranca (Mumbai) Pvt. Ltd. amongst other grounds as detailed in the present Application. It is a matter of record that Aranca (Mumbai) Private Ltd. greatly suffered at the time when the respondent was in-charge of the day to day management. For instance, the Respondent entered into several related party transactions and misuse of Aranca Funds unjustly enrich himself report of the SKP Business consulting LLP in November 2017 set out in significant detail the conduct of the respondent - Pursuant to Section 7 Petition Aranca (Mumbai) Private Ltd. was exposed to the possibility of dragged into CIRP on account of the conduct of the Respondent. In any event, the Respondent is exposed to liability of at least Rs.3,94,99,355/- which is an amount claimed by Mr. Vikram Kumar in the Section 7 petition. The Respondent did not approach the NCLT with clean hands and has suppressed material information - the Respondent are directed to indemnify Aranca (Mumbai) Private Ltd. from any liability arising from signing of the unauthorised, purported Corporate Guarantee by the Respondent contrary to Section 185 of the Companies Act, 2013 that is all liabilities arising out of the purported transactions with M/s Sourya Containers leasing Company ought to be borne solely by the Respondent. Thus, there is express irregularity in issuance of the Corporate Guarantee by the respondent and provisions under section 85 and provisions under section 185 of the Companies Act, 2013, were not followed - this Bench direct the respondent herein, to deposit an amount of Rs.3,94,99,355.00/- with Registry of NCLT Mumbai Bench within 15 days from this order to secure interest of Aranca (Mumbai) Private Ltd. Application disposed off.
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