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Judgment
Shyam Babu Gautam, Member Technical
The present Application has been filed by the Applicants under Rule 11 of the National Company Law Tribunal Rules, 2016 seeking directions to appoint an Independent Director/Chairman of the Board of Directors of the Respondent No. 1 in order to complete the pending statutory compliances under Companies Act, 2013, Income Tax Act, 1961, Goods and Services Tax Act, 2017 and the RBI regulations.
The Applicants submits that the Respondent Company is wholly controlled and managed by Respondent No. 2 and 3. The Respondent No. 2 and 3 have failed to co-operate in providing the information and accessibility of the documents nor handed over the statutory and financial records of the Respondent Company.
Hence, it is observed that due to failure of assistance from the Respondent no. 2 and 3, the operations of the Respondent Company have come to a standstill and the Respondent Company is facing grave hardships in completing the statutory compliances under various Acts.
In view of the above, this Tribunal hereby appoints Mr. M.R. Bhatt, Former Regional Director, Ministry of Corporate Affairs, Mobile No. :- 9731833133, residing at Flat No. 1101, Satyam Heights, Plot No. 66, Sector 20, Koparkhairane, Navi Mumbai – 400709, as “Administrator” at a remuneration of Rs.3,00,000/- (Rupees Three Lakhs Only) per month plus applicable taxes and other usual perks. The Respondent No. 1 Company shall also pay the other expenses including travel and stay of the Administrator. Further, the Applicants and the Respondents shall render utmost co-operation and assistance to the Administrator in discharging his functions as well as scope of work as entrusted.
The Administrator can appoint a competent hand to assist him in the said Assignment and the fees of the said professional is to be borne by the Respondent No. 1 Company.
The Administrator shall examine or cause to be examine and make a report (s) to the Tribunal on all the acts/resolutions/decisions/agreement taken and also to call for board meetings of the Respondent Company as per the agenda.
That the Respondents shall make to the Administrator or his staff a full and free/complete disclosure of records of the Company including Books of Accounts/Financial Statements, Contracts, Agreements and the like relating to the affairs of the Company.
Until disposal of the present petition, the Respondents and the Administrator shall not (except in the ordinary course of business),
a. sell or otherwise dispose of or encumber R1’s assets
b. incur liabilities
c. distribute funds from the company
d. enter into any contracts
e. change the nature of business
f. alter or increase the paid-up share capital or issue further shares
g. enter into any related party transactions.
That the Respondent No. 1 Company is directed to ensure all compliances before the relevant statutory authorities including but not limited to filings under the Companies Act, 2013, under the supervision and superintendence of the Administrator.
The Administrator to file monthly progress report with this Tribunal with respect to the affairs of the Respondent Company.
That the Administrator shall enjoy complete immunity from any kind of civil and criminal proceedings already launched or to be launched in or outside the country against the Company and its directors for all acts done prior to and subsequent to the date of appoint as an Administrator with an additional immunity and protection during all such legal proceeding for and against the Company. None of the state or Central Government agencies shall initiate any actions, civil or criminal, punitive or coercive, against the Administrator for the acts of omission or commission in Respondents, in exercise of regulatory, enforcement and the like powers.
That the Administrator is given liberty to seek such of the directions or guidance from this Tribunal for effective discharge of his functions by filing appropriate applications/reports before this Tribunal.