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Judgment
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IA No.7940/2025: This application is filed on behalf of applicant, M/s Ascot Realty Private Ltd, for initiating criminal proceedings against the Respondent under Section 424 of the Companies Act, 2013 read with Section 379 of Bharatiya Nagarik Suraksha Sanhita, 2023 read with Sections 229, 233, 236, 237 and 246 of the Bharatiya Nyaya Sanhita, 2023 read with Rule 11 of the NCLAT Rules, 2016.
The crux of the arguments as raised by the learned counsel for the applicant is in the Company Appeal (AT) No.29/2025, a common reply was filed on behalf of Respondent No.3 for the company as well as Respondents No.1 and 2 and Mr. Arpit Agarwal, signed the said common reply and even filed an affidavit as an authorized representative of Respondent No.3 company.
Learned counsel for the applicant referred to the minutes of the meeting of Respondent No.3 held at Mauritius on 1st May, 2025 wherein Mr Arpit Agarwal was authorized by Ms Farhaha Ali Mohamed to act as lawful representative of the Respondent No.3 company in the present appeal.
It was argued by the learned counsel for the applicant that Ms Farhaha Ali Mohamed was appointed as a director on 31.10.2025 and her DIN status was activated on the said date then how she could have acted as a director and authorized Mr. Arpit Agarwal on behalf of Respondent No.3 company, on a date earlier to 31.10.2025. It was argued false statements were made and false documents were filed, hence action be taken against Respondent in the application.
However, learned senior counsel for Respondent had shown us the three orders of the Ld. NCLT viz the order dated 20.12.2023 wherein the Ld.NCLT held as under:-
“3.Registrar of Companies is directed to take on record Form DIR-12 detailing particulars of the Directors and Key Managerial Personnel (KMP) of the company with the Registrar, within 30 days from the date of appointment, cessation and changes taken place in their designations, in view of the non-co-operation of the existing Directors, in filing form for appointment of new Directors and ultimately hold Annual General Meeting.”
Further he referred to Order dated 10.03.2025 which notes:-
“2.Authorised representative of RoC informs that request of the Counsel for the newly appointed Director shall be considered again and needful shall be done. Let the same be done within a period of 15 days from today.”
And lastly the order dated 04.04.2025 which records:-
“4.Ld. counsel appearance for the newly appointed director to place on record on DRA Form handed over to RoC for vacant updation of their record, the same is taken on record, however the petitioner is directed to have it uploaded to the DMS Portal as well.”
Thus it was argued Ms Farahaha Ali Mohamed was well appointed by an order of the Ld. NCLT dated 04.04.2025 and the activation of DIN by the RoC was procedural in nature and she had acted on the premises of the order dated 04.04.2025 passed by the Ld. NCLT.
In Venture India Properties P Ltd and other Vs Capt Manmohan Singh Kohli and Others (2011) 164 Comp Cas 251 the Court held:-
“In our view, therefore, the position is clear that while acting under section 398 read with section 402 of the Companies Act the court has ample jurisdiction and very wide powers to pass such orders and give such directions as it thinks fit to achieve the object and there would be no limitation or restriction on such power that the same should be exercised subject to the other provisions of the Act dealing with normal corporate management or that such orders and directions should be in consonance with such provisions of the Act.”
Thus a bare perusal of the above judgement would show while acting under Section 241-242 of the Companies Act, 2013, the Ld. NCLT may pass such orders and give such directions as it thinks fit to achieve the object and there is no restriction on such power that such order should be subject to the provisions of the Act dealing with the normal corporate management or that the directions should be in consonance with the such provisions of the Act.
Thus in view of the above she was appointed as a director on 04.04.2025 by the Ld. NCLT, we find no reason to entertain this application. Accordingly it is dismissed.