Ashok Kumar Jain & Other Vs Manoj Kumar Gupta (NCLAT Delhi)
Conclusion: National Company Law Tribunal (NCLT) ahd permitted majority shareholders of a company that was facing proceedings under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act (SARFAESI), to purchase the sole immovable property owned by the company upon noting that the directors had breached an interim order restraining alienation of the asset.
Held: Appellant-Mr. Ashok Jain, and M/s Hotage India had acted in contravention of the interim order dated 28.02.2023 passed by NCLT, which specifically restrained the creation of third-party rights over the company’s sole immovable asset. The subsequent Agreement to Sell and the Tripartite Agreement entered into without the prior leave of the Tribunal, and without informing or involving the majority shareholders or the Board of the Company, suffered from procedural impropriety and lack of authority. Furthermore, the actions of the appellants—executing successive agreements and seeking reliefs from different forums while suppressing the pendency of proceedings before NCLT—demonstrated a disregard for the sanctity of judicial orders and corporate governance norms. The revival of the One-Time Settlement (OTS) was itself subject to approval of the NCLT, which was never obtained by the Appellants or M/s Hotage India. Respondents No.1 to 12, being the majority shareholders, had in the meanwhile deposited the full OTS amount of Rs.15.75 Crores and had also expressed readiness to infuse an additional Rs.1 Crore into the company, thereby acting in the larger interest of the company and its stakeholders. It was held that appellant’s actions were contrary to his undertaking and detrimental to the interests of the company. Appellate Tribunal emphasized that the prospective purchaser had no vested right in the property since no NCLT approval was obtained as required under the OTS sanction letter. Furthermore, Hostage India had withdrawn its ₹7 crores from the bank after the passing of the Impugned Order. Accordingly, NCLAT dismissed both appeals filed by Ashok Kumar Jain and Hotage India.
