Exclusive Capital Limited Vs Kanta Agarwala (NCLAT Delhi)
The National Company Law Appellate Tribunal (NCLAT) considered an appeal under Section 421 of the Companies Act, 2013 challenging the National Company Law Tribunal’s (NCLT) order directing an investigation into the affairs of Exclusive Capital Ltd. under Section 213 of the Companies Act. The investigation was ordered in proceedings arising from a company petition under Sections 241, 242 and 244 alleging oppression and mismanagement.
The appellants contended that the NCLT lacked jurisdiction because the company petition had already been disposed of, that the impugned order was non-speaking, that the Tribunal failed to record the satisfaction required under Section 213, that the allegations did not justify an investigation, and that the Reserve Bank of India (RBI) had exclusive jurisdiction to examine the affairs of the company. They also argued that the NCLT had misconstrued the Supreme Court’s interim directions and that the respondents were engaging in forum shopping.
The respondents submitted that, as shareholders holding 10% voting rights, they satisfied the threshold under Section 213(a), which requires “good reasons” for seeking an investigation. They relied upon the reports of the Observer appointed during earlier proceedings, which referred to alleged siphoning of funds, related-party transactions, unsecured loans, purchase of luxury vehicles, fabrication of board resolutions and minutes, and other matters. They also submitted that the RBI itself had stated that it was not the appropriate authority to investigate allegations of siphoning of funds.
