Kishore Kakumal Keswani vs Manohar Kakumal Keswani

Prabhat Kumar, Member (Technical)

In furtherance of the directions given by this Adjudicating Authority vide order dated 28.03.2023, we are now considering the prayer for appointment of new Administrator. As both the parties had agreed for such appointment, this bench appoints Mr. Pradip Kumar Das, Executive Director (Retired), IDBI Bank, to discharge the functions of Administrator w.e.f. communication of this Order till further orders. His powers and other conditions are as follows –

The powers of the Board of Directors including the powers of persons acting or purporting to act or exercise substantial powers of Management of R1 Company is suspended to the extent such powers are in conflict of power vested in the Administrator under this order.

Mr. Pradip Kumar Das, Executive Director (Retired), IDBI Bank residing at E-401, Tulsi Mangal, Sector-12, Kharghar, Navi Mumbai - 410210, mob.: 7719886666, e-mail: [email protected], is hereby appointed as “Administrator” of R1 Company at a remuneration of ₹1,50,000/- (Rupees One lakh Fifty thousand only) per month and other usual perks to manage the affairs of the R1 until further orders. R1 shall also pay the other expenses including travel and stay of the Administrator. It is also made clear that all Respondents shall look after R1’s day-to-day affairs including financial transactions under the supervision and control of the Administrator. The petitioner and respondent and their representatives shall render utmost cooperation and assistance to the Administrator and his staff/consultants/representatives in discharge of his functions as well as scope of work entrusted in this order.

The bank of the Respondent company shall allow the remittances towards payment to vendor, statutory authorities and employees/ workmen on the basis of statement certified by the Administrator.

The Administrator shall examine or cause to be examined and make a report(s) to the Tribunal on all the acts/resolutions/decisions/agreements taken, passed, executed by R1 or its directors to facilitate the Bench to decide on the issues of irregular allotment/transfer of shares by the Respondents raised in CP-1300/MB/2020 before the next date of hearing scheduled on 10.05.2023 or such extended time as is considered appropriate to bring relevant facts pertaining thereto on records. The Administrator may engage Practicing Company Secretary for this purpose and the fee payable to such professional shall be borne by the Company.

That the Administrator is hereby empowered/authorized to appoint or engage staff, subject experts as may be deemed appropriate on such fee/remuneration/compensation as may be determined by the Administrator which shall be paid by R1.

That R1/directors shall make to the Administrator or his staff a full and free/complete disclosure of records of R1, including Books of Accounts/ Financial Statements, Contracts, Agreements, etc. relating to the affairs of the R1 as and when requires.

That R1/directors are 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.

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 R1 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 R1. 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 R1, in exercise of regulatory, enforcement and the like powers.

The Administrator may propose appointment of a forensic/transaction auditor to this Tribunal, in case he considers it appropriate after looking into the affairs of the company.

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.

With the appointment of Administrator, CA-670/2022 is disposed of.