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2020 (8) TMI 612 - AT - Companies LawPrinciples of natural justice - no service of SCN - contention of the Appellant is that before passing an order against the Company, no show cause notice has been served and the Tribunal had no jurisdiction to inflict any damages against the alien Company, while deciding the inter-se dispute between two directors of a TL Company - HELD THAT:- It is seen that the MTS Company was Respondent No. 3 before the Tribunal. However, it choose not to file reply of the Petition. Therefore, it can’t be said that before passing of the order against the MTS Company, no opportunity of hearing was given by the Tribunal. Whether the Tribunal had Jurisdiction to inflict damages against the MTS Company? - HELD THAT:- It is admitted fact that Parvesh is a director in the MTS Company since 15.10.2012 and he is also a promotor director of TL Company since incorporation of the TL Company i.e. 01.05.2016. Parvesh being a director entered into a vehicle hiring agreement with MTS Company on 25th June, 2016. As per this Agreement all five trucks of TL Company were under the exclusive hiring contract with MTS Company and the same were run by them till their possession was taken over by the financier, ICICI Bank Ltd on 05.01.2017 - thus, it is clear that both the Companies have close business relations and Appellant Parvesh is a Director in both the Companies. Hence, it cannot be said that the Tribunal had no Jurisdiction to inflict any damages against the MTS Company. Therefore the Tribunal held that Parvesh and MTS Company are jointly and severally liable to pay compensation to Brijesh. It is proved that Parvesh has not account for the earnings of the trucks from 20.8.2016 to 5.1.2017. However, Learned Tribunal without considering the above referred circumstances ordered Parvesh and MTS Company to pay ₹ 20 Lakhs is not justifiable - Brijesh has not produced any voucher for the amount ₹ 3,71,5000/- and has not satisfied how the advance amount of ₹ 2 Lakhs received under agreement from MTS Company was adjusted. The capital of ₹ 5 Lakhs in four and half months would earn ₹ 2.25 Lakhs. Hence, Brijesh is entitled for capital ₹ 5 lakhs plus 2.25 lakhs total ₹ 7.25 lakhs which is just and proper compensation. It shall be paid by Parvesh and MTS Company jointly and severally within a month from today and in default, they have to pay interest on ₹ 7.25 Lakhs at the rate of 8% p.a from the date of the order of the NCLT till realization. Parvesh entered into an agreement with the consent of Brijesh therefore, he is not guilty u/s 188 of the Companies Act, 2013. Hence, the direction of the Tribunal for initiation of action against Parvesh is quashed - Appeal allowed.
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