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Judgment
05.05.2025: Heard Counsel for the Appellant and Ld. Counsel appearing for Union Bank of India on whose application, IA No. 1214 of 2023, impugned order dated 18.12.2024 as well as subsequent order dated 21.01.2025 have been passed.
On application of Union Bank of India notices were issued and service reports were submitted on 09.09.2024 that these companies are no longer existing at the given addresses. Adjudicating Authority vide order dated 18.12.2024 directed that an explanation be filed by the Respondents personally as to how these addresses are being used when these companies are not in existence at that address. Further Respondents to file the Response and further directed to be physically present on the next date. Further, in paragraph 8 a direction was issued to the respective RoC to investigate and verify the existence of these Respondent companies at the registered address given in the letterhead and submit the report.
By subsequent order dated 21.01.2025 Adjudicating Authority noticed that no response have been filed, it further granted one-week time subject to Costs of Rs. 25,000/-upon each of the Respondents to file a response.
The Appellant aggrieved by the above order has filed this appeal.
Shri Krishnendu Datta, Ld. Sr. Counsel submits that when the Adjudicating Authority has already directed the RoC to carry on the investigation and submit a report there was no requirement to carry on the same exercise by the adjudicating authority in the proceedings before the adjudicating authority which was IA No. 1214(AHM)2023.
It is further submitted that there was no necessity for issuance of direction for physically present since the director shall cooperate with the RoC and in the investigation by the RoC.
It is submitted that subsequent to order dated 21.01.2025 adjudicating authority noticed that no response have been filed cost of Rs. 25000/- was imposed on each Respondent which was un called for. It is the RoC the authority under the Companies Act, 2013 who has to make investigation and take decision with regard to registered office of a Company.
Shri Abhishek Anand, Ld. Counsel for the Respondent submits that the Adjudicating Authority has already directed RoC to exercise and investigate submit the report which directions are contained in paragraph 8 of the order, in event the said directions are maintained the Respondent have no objection that no proceeding at this stage be initiated or gone into regarding the existence of the companies at the registered office mentioned by the adjudicating authority.
Shri Abhishek Anand, Ld. Counsel however submits that the report of the RoC may be awaited and the directors may be directed to co-operate with the said investigation.
We have considered the submissions of the Counsel for the parties and perused the record.
The issue which has been flagged by the adjudicating authority vide order dated 18.12.2024 is non-existence of the companies at the given address where notices were issued by the bank. Adjudicating authority in paragraph 8 of the order issued the following direction:
“8.Meanwhile, we also direct the respective RoC to investigate and verify the existence of these Respondent companies at the registered address given in the letterhead of the resolution and submit the report. Details of the same are as under:
| S. No. | Registered Address | Company Name | Company CIN | Respondent No |
| 1 | ||||
| 2 | Gala No. 107, Everest Industrial Estate, Near 66 Kva Power Sub Station, Amli, Silvassa, Dadra and Nagra Haveli-396230 | Acrow Realcon Pvt. Ltd. | U45201DN2007PTC000249 | Respondent No.2 |
| 3 | RM-81, Sudarshan Nagar, MIDC, Phase –II, Dombivali East 421201. | Royal Compservices Pvt. Ltd. | U72900MH2009PYC194395 | Respondent No.3 |
| 4 | Room No. 8, Patel Pada, Samarvani, Silvassa Dadra & Nagar Haveli-396230 | Charms Holding Pvt. Ltd. | U45202ON200PTC000207 | Respondent No.4 |
| 5 | Gala No. 105, Everest Industrial Estate, Near 66 KVA Power Sub Station, Amli, Silvassa, Dadra and Nagra Haveli-396230 | Elnet Conpro Pvt. Ltd. | U25191DN2006PTC000200 | Respondent No.5 |
| 6 | Unit No. 34A, 2nd Floor, Arsiwala Bldg, Wode House Rd, Colaba, Mumbai-400053 | Sumeru Reality Pvt. Ltd. | U70100MH2006PTC159109 | Respondent No.6 |
| 7 | Gala No. 108, Everest Industrial Estate, Near 66 KVA Power Sub Station, Amli, Silvassa, Dadra and Nagra Haveli-396230 | Amex Infrastructure Pvt. Ltd. | U45201DN2007PTC000252 | Respondent No.7 |
| 8 | Office No. M2, Maznine Floor, Pearl Plaza, Tata Road No. 2, Opera House. Mumbai-400004 | Wellworth Apparels Pvt. Ltd. | U17120MH2009PTC194116 | Respondent No.8 |
| 9 | 25, Floor-2, Plot-59/61, Arsiwala Mansion, Nathalal Parikh Marg, Colaba, Mumbai-400005 | Anukaran Consultancy Pvt. Ltd. | U74140MH2009PTC194927 | Respondent No.9 |
| 10 | Flat No. 304, Cosmicity Jupiter H.No. 1615/20, Build Type-C, Sayli, Silvassa-396230 | Eremurus Trading Company Pvt. Ltd. | U51900DN2010PTC000317 | Respondent No.10 |
| 11 | Office No. -122, 1st Floor, Paras Centre A, Tata Road No.-2, Opera House Mumbai Mumbai-400004 | Cyra Capitals Pvt. Ltd. | U67120MH2008PTC184636 | Respondent No.11 |
| 12 | Gala No. 108, Everest Industrial Estate, Near 66 KVA Power Sub Station, Amli, Silvassa, Dadra and Nagra Haveli-396230 | Single Point Security Solutions | U72900DN200OPTC000156 | Respondent No.12 |
| 13 | Gala No. 108, Everest Industrial Estate, Near 66 KVA Power Sub Station, Amli, Silvassa, Dadra and Nagra Haveli-396230 | Shri Gopala Holding Pvt. Ltd. | U45402DN2006PTC000208 | Respondent No.13 |
| 14 | RM-81, Sudarshan Nagar, MIDC, Phase-11, Dombivli (East)-421201 | Unique Warehouse Pvt. Ltd. | U74990MH2009PTC196366 | Respondent No.14 |
| 15 | Gala No. 107, Everest Industrial Estate, Near 66 KVA Power Sub Station, Amli, Silvassa, Dadra and Nagra Haveli-396230 | Carnat Estates Pvt. Ltd. | U45201DN2007PTC000254 | Respondent No.15 |
| 16 | RM-81, Sudarshan Nagar, MIDC, Phase-11, Dombivli (East)-421201 | Picturesque Trading Pvt. Ltd. | U51109MH2010PTC200063 | Respondent No.16 |
| 17 | Office No. 122, 1st Floor, Paras Centre A, Tata Road No. 2, Opera House, Mumbai-400004 | Tanvish Trading Pvt. Ltd. | U51109MH2009PTC196078 | Respondent No.17 |
| 18 | Office No. 108, Everest Industrial Estate, Near 66 KVA Power Sub Station, Amli, Silvassa, Dadra and Nagra Haveli-396230 | Concart Con Pro Pvt. Ltd. | U45201DN2006PTC000218 | Respondent No.18 |
| 19 | Office No. 108, Everest Industrial Estate, Near 66 KVA Power Sub Station, Amli, Silvassa, Dadra and Nagra Haveli-396230 | Axtel Properties Pvt. Ltd. | U45201DN20079TC000255 | Respondent No.19 |
| 20 | Office No. 122, 1st Floor, Paras Centre A, Tata Road No. 2, Opera House, Mumbai-400004 | Madhu Crimpers Pvt. Ltd. | U17100MH1986PTC041758 | Respondent No.20 |
| 21 | Plot No. 6/4 & 6/5, TTC MIDC Pawane Village, Navi Mumbai, Thane-400705 | Shri Ganesh Hosiery Mills Pvt. Ltd. | U18101MH1992PTC065303 | Respondent No.21 |
| 22 | Office No. 127, 1st Floor A-Paras Centre A, Tata Road No. 2, Opera House, Mumbai-400004 | Taban Real Estate Pvt. Ltd. | U70109MH201OPTC209037 | Respondent No.22 |
| 23 | Rrn-81, Sudarshan Nagar, MIDC, Phase-11, Dombivli (East), Thane-421201 | Vighnaharta Corrugators Pvt. Ltd. | U74990MH2009PTC196826 | Respondent No.23 |
| 24 | Rrn-81, Sudarshan Nagar, MIDC, Phase-11, Dombivli (East), Thane-421201 | Shri Govind Cement Pvt. Ltd. | U74990MH2009PTC196431 | Respondent No.24 |
| 25 | Gala No. 107, Everest Industrial Estate, Near 66 KVA Power Sub Station, Amli-Silvassa-U.T. of Dadra and Nagra Haveli-396230 | Richi-Rich Realty Ltd. | U45201DN2006PLC000188 | Respondent No.25 |
| 26 | 27A, Mezzanine Floor, Swadeshi Mill Building, Plot No. 80/84, J.5.5 Road Opera House, | Kausar Textiles Pvt. Ltd. | U17120MH2009PTC196397 | Respondent No.26 |
When the adjudicating authority had called for the report from the RoC to investigate and verify the existence of the companies at the address mentioned authority ought to have awaited the report for proceeding further in the matter and it was not necessary for the adjudicating authority to ask the director to submit a explanation or be physically present before the adjudicating authority on the next date.
We thus are of the view that directions of the adjudicating authority for directing the director to physically present is not called for at this stage and in the facts of the present case no order was required for imposing cost of Rs. 25000/- each upon the Respondents for submitting the reply within a week.
We are further of the view that directions contained in paragraph 3 of the order dated 18.12.2024 need to be set aside while maintaining the directions issued in paragraph 8 of the order and the cost imposed by order dated 21.01.2025 is also set aside. The Adjudicating authority may await the report of the RoC with regard to existence of the companies, however may proceeded in accordance with law with regard to any other issue before it.
After a report is received as directed in paragraph 8 of the order by the adjudicating authority, it shall be open for the parties to take such steps as permissible in law.
It shall be open for the adjudicating authority to proceed to decide IA No. 1214 of 2023 either by awaiting the report or without awaiting the report.
We make it clear that we have not expressed any opinion with regard to existence of companies.
The appeal is partly allowed as indicated above.