Satya Prakash Bagla Vs Kanta Agarwala (NCLAT Delhi)
Summary: The National Company Law Appellate Tribunal, Principal Bench, New Delhi, considered Company Appeal (AT) No. 161 of 2024 filed by Mr. Satya Prakash Bagla and Mr. Achal Kumar Jindal and connected Company Appeal (AT) No. 162 of 2024 filed by Mr. Johnson Kallarachal Abraham against the common order dated 15.05.2024 of the NCLT, Court No. 2, New Delhi, in C.P. No. 48/ND/2024. The appeals arose from proceedings under Sections 241 and 242 of the Companies Act, 2013 concerning Exclusive Capital Limited, an RBI-registered NBFC. The Appellants challenged findings relating to the issue of Rs. 315 crore OCDs, their conversion into CCPS, alleged leverage-ratio violations, related-party transactions including the purchase of a Bentley Mulsanne, non-implementation of an RBI-approved expansion arrangement, mass resignation of senior personnel, removal of Independent Directors, and the appointment of an Administrator. The Respondents supported the NCLT order and relied on the cumulative pattern of regulatory non-compliance and alleged financial impropriety. The Appellate Tribunal framed six issues concerning the scope of oppression and mismanagement, appellate interference under Section 421, reliance on pleadings of non-members, the NBFC leverage-ratio breach and RBI approval, related-party transactions and the Expansion Agreement, mass resignations and removal of Independent Directors, and the Observer’s reports and remuneration.
