TMI Blog2020 (7) TMI 536X X X X Extracts X X X X X X X X Extracts X X X X ..... tigation in an overt attempt to overawe them in discharge of their statutory obligations and thereby, draw an undue advantage. Contempt petition dismissed with costs. - CONT. CAS(C) 610/2019 & CMAPPL. 43304/2019 - - - Dated:- 22-7-2020 - HON'BLE MR. JUSTICE A.K. CHAWLA Petitioners Through: Mr. Rajiv Nayyar, Sr. Adv. With Mr. Saurabh Seth, Ms. Sonia Dube, Mr. Shatadru Chakraborty and Mr. Anurag Singh, Advs. Respondents Through: Mr. Jasmeet Singh, CGSC with Mr. Srivats Kaushal and Ms. Tejaswini, Advs. O R D E R A.K. CHAWLA, J. By the present order, the Court proceeds to dispose of the contempt petition being Cont. Case (C) No. 610/2019 as also CM No. 43304/2019 filed by applicants - the petitioners under Order VI Rule 17 CPC seeking to amend the contempt petition. 2. At the onset, it would be apposite to note that the court has not yet issued notice either of the contempt petition or the misc. application filed seeking amendment thereof. Here itself, it would also be appropriate to note that the contempt petition was originally placed before the Division Bench along with CM No. 16956/2019 filed in LPA No. 189/2019. 3. The contempt petition ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 12 came to be disposed of by the Ld. Single Judge vide a common order dated 07.02.2019. In and by virtue thereof, the orders dated 27.03.2012 and 05.11.2012 passed under Section 235 of the Act, 1956 and another order dated 14.12.2012 passed under Section 234(7) of the Act,1956 were set aside inter alia with the directions to the ROC to treat the subject writ petitions as the representations and afford an opportunity of hearing to Infra Reality and then, pass order. Infra Realty challenged the said order dated 07.02.2019 passed by the Ld. Single Judge by way of LPA 189/2019 to the extent it related to the disposal of W.P.(C) 8065/2012. In doing so, it however impleaded Alchemist Life Sciences Ltd.; Alchemist Township India Ltd.; Alchemist Ltd.; Alchemist Holdings Ltd.; Netedge Technosoft Private Ltd.; Alchemist Capital Ltd.; Alchemist Hotels Resorts Ltd. and N. Madhav Kumar as the pro forma respondent nos.5 to 13. In this appeal, Infra Realty also prayed for the issuance of a writ of mandamus to the respondents to proceed, if required, against Infra Realty and/or its group under the provisions of the Act, 1956 only and prohibit them from proceeding further with the investigatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... - which resulted into filing of the writ petitions by Infra Realty and the LPA emanating there-from and in which the orders dated 18.03.2019 10.04.2019 came to be passed, pertained not only to Infra Realty but its group companies as well. To lend support to such plea, Healthcare refers to the factum of the summons dated 21.12.2018 issued by SFIO to Alchemist Capital Limited; Alchemist Township India Limited; Alchemist Life Sciences Limited; and, Netedge Technosoft Private Limited being on record before the Division Bench, when the orders dated 18.03.2019 10.04.2019 came to be passed. As a sequel to such pleas and the submissions, Healthcare seeks to impugn the summons dated 13.06.2019 issued to it by SFIO to carry out the investigations into its affairs under Sec. 212 of the Companies Act, 2013 and prays for restraining the respondent nos. 1 to 3- (i) Ministry of Corporate Affairs; (ii) Director, SFIO; and, (iii) I.O. SFIO from initiating or continuing any action against it or its Directors or its purported group companies - pro forma respondents namely, (i) Alchemist Township India Limited; (ii) Alchemist Limited; (iii) Alchemist Holdings Limit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e-from. As for order dated 18.03.2019 passed by the ROC which happened on the same day the Division Bench passed the order, it stood withdrawn and that, another order dated 07.05.2019 had come to be passed u/s 234 of the Act,1956. In the given factual conspectus, in his submissions, the issuance of summons dated 20.03.2019 to Alchemist Hotel Resorts Ltd. Alchemist Limited could not be faulted with on any account whatsoever. Also, in his submissions, Union of India had passed order dated 06.12.2018 directing investigations into the affairs of the companies of the Alchemist Group named therein and that, it did not pertain to Infra Realty inasmuch as the investigations against Infra Realty could not be carried forward on account of the interim orders passed by the Court - which concluded with the passing of the order dated 07.02.2019 and that, by impleading a few of the purported group companies of Alchemist Group as pro forma respondents in the LPA No.189/2019 preferred against the order dated 07.02.2019, a malicious attempt was made to drag the matter into unnecessary controversy where there existed none. Mr. Singh canvasses that neither the writ Court nor the Division Bench in th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 8. Admittedly, in the present case, the petitioner company was not afforded any opportunity to be heard prior to issuance of order dated 27.03.2012. The decision in the case of The Coimbatore Spinning and Weaving Co.Ltd. (supra) also does not support the view that no hearing is required to be afforded to the company prior to passing an order under Section 234(7) of the Act. In that case, the Court had noted that, in fact, the company had been heard through advocates, albeit, at least two days subsequent to the order. Thus, the requirement of affording a company an opportunity for being heard was duly complied with. Similarly in the case of Hardicon Ltd. (supra), the Coordinate Bench of this Court had expressly held that before an order under Section 234(7) of the Act is passed, the petitioner company should have been given an opportunity to be heard. 9. Having stated the above, this Court cannot be oblivious of the fact that there are serious allegations against the petitioner company and several complaints were received. The petitioner company has been duly informed of the allegations that it had accepted money from public for allotment of land / plot / development of infra ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ul purpose and taking note thereof, the learned Single Judge noted that there were serious allegations against the petitioner Company i.e. Infra Realty. It is Infra Realty only which preferred LPA No. 189/2019 to the limited extent of disposal of W.P.(C) No. 8065/2012 vide the common order dated 07.12.2019 and that came to be disposed of by the Division Bench vide order dated 18.03.2019, as under: Having heard the learned counsel for the parties, we find that in the order passed by the learned writ Court the direction issued is to cause an inquiry in the matter and proceed in accordance with law on the ground that before taking the impugned action petitioners were not heard. Our attention is invited by Mr.Rajiv Nayar, learned Senior Advocate to the provisions of sub-Section 16 of Section 213 of the Companies Act, 2013 which reads as under: (16) Notwithstanding anything contained in this Act, any investigation or other action taken or initiated by Serious Fraud Investigation Office under the provisions of the Companies Act, 1956 (1 of 1956) shall continue to be proceeded with under that Act as if this Act had not been passed. According to Mr.Rajiv Nayar, learne ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ourt the direction issued is to cause an inquiry in the matter and proceed in accordance with law on the ground that before taking the impugned action petitioners were not heard. Our attention is invited by Mr.Rajiv Nayar, learned Senior Advocate to the provisions of sub-Section 16 of Section 213 of the Companies Act, 2013 which reads as under: (16) Notwithstanding anything contained in this Act, any investigation or other action taken or initiated by the Serious Fraud Investigation Officer under the provisions of the Companies Act, 1956 (1 of 1956) shall continue to be proceeded with under that Act as if this Act had not been passed. According to Mr.Rajiv Nayar, learned Senior Advocate, by virtue of the aforesaid provision the inquiry or investigation into the matter has to be in accordance with the provisions of the Sections 234 and 235 of the Companies Act, 1956 and not in accordance to the rules or procedure prescribed in the Companies Act, 2013. We see much force in the aforesaid contention. We, therefore, clarify and direct that an inquiry be held in pursuance to the direction issued by the learned writ Court strictly in compliance with the provisions co ..... X X X X Extracts X X X X X X X X Extracts X X X X
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