NATIONAL COMPANY LAW TRIBUNAL,
MUMBAI BENCH
COURT II
Item No.21
Company Petition/77/2025
CORAM:
SHRI SANJIV DUTT SHRI ASHISH KALIA
HON’BLE MEMBER (TECHNICAL) HON’BLE MEMBER (JUDICIAL)
ORDER SHEET OF HEARING (HYBRID) DATED 09.05.2025
NAME OF THE PARTIES : Bengal Credit Corporation Pvt Ltd Vs.
Euro Pratik Ispat (India) Private Limited
For Applicant : Sr. Adv. Gaurav Joshi, Adv. Shyam Kapadiya, Adv.
Yash Badkur, Adv. Rehaan Shaikh.
For Respondent
Nos. 4 to 6 : Adv. Nausher Kohli a/w C.A. Ankit Pitti
R-1 : Adv. Rohan Agrawal a/w Adv.Aman Shaw i/b S &
TL Legal.
Sec. 241(1), Sec. 242(4), Sec. 244(1)
_________________________________________________________________________
ORDER
1. The present application alleging oppression and mismanagement has
been filed under Sections 241 and 242 of the Companies Act, 2013
(hereinafter referred to as "the Act"). The relief prayed for is that
cognizance of mismanagement and oppression should be taken and
accordingly, necessary actions provided under the Act be ordered
accordingly.
2. In order to prove Applicant’s case, Ld. Sr. Adv has drawn our attention
to page no 43 para “eee” wherein it is mentioned that Mr. Mahendra
Kumar Goenka after resigning from the position of Director of
Respondent No.1 Company and cancelling his shareholding in the year
2015 has been continuously drawing huge amount to his personal
account to the tune of Rs.14.99 Crore approximately.
3. It is further stated that Mr. Mahendra Kumar Goenka with the help of
Respondent Nos. 4 to 7 has siphoned off over an amount of Rs.39.26
Crore approximately into account of one Nisarg Ispat Private Limited
(hereinafter referred to as “Nisarg”) which is a company owned and
operated by Mr. Mahendra Kumar Goenka and his affiliates who are
having entire 100% shareholding of that company. Mr. Mahendra
Kumar Goenka with the help of Respondent Nos. 4 to 7 additionally
siphoned away Rs.2.08 Crore into his personal account on 31.03.2023.
4. It is further stated that Mrs. Meenu Goenka, wife of Mr. Mahendra
Kumar Goenka, even after resigning from the position as a director of
Respondent No.1 Company in the year of 2016 onwards has been
continuously drawing amounts from Rs.13.20 Lakhs to Rs.3.96 Crore
per year totalling to Rs.12.95 Crore approximately.
5. In a nutshell, the Applicant is trying to convince this Tribunal that this
is nothing but a siphoning of the funds in order to reduce the profit of
the company. It is further stated that the two of the Directors, namely,
Mr. Harneet Singh Lamba and Mr. Surendra Singh Saluja who are not
party before us were illegally removed from Directorship by forging their
signatures. It is submitted that the Respondents have made filings in
regard to resignation of Mr. Harneet Singh Lamba and Mr. Surendra
Singh Saluja before RoC which they have questioned before the
Criminal Court. The Criminal Court has taken cognizance of the same
and, thereafter, Respondent No.5, Mr. Himanshu Srivastava went to
Hon’ble Supreme Court for anticipatory bail which has been rejected by
the Hon’ble Supreme Court.
6. It is further submitted that the Respondents were proposing to hold
EOGM on 23.04.2025 which was prayed for in this petition as well but
the Hon’ble High Court of Madhya Pradesh has stayed the EOGM in
view of the conduct of the Directors of the Respondent company. The
Applicants are pressing for interim relief to the extent that the company
shall not dispose of any of the movable and immovable assets or
transfer the shareholding etc.
7. Ld. Sr. Adv. Vikram Nankani put appearance for Respondents and
handed over some papers across the bar and tried to persuade this
Bench that the amounts i.e., Rs.14.99 Crores and Rs.12.95 Crores
alleged by the applicants to have been siphoned away are nothing but
salary paid to the directors, namely, Mr. Mahendra Kumar Goenka and
his Mrs. Meenu Goenka during the respective financial years and TDS
certificates have been filed with the Income Tax Authority by erstwhile
director, namely, Mr. Harneet Singh Lamba and Mr. Surendra Singh
Saluja.
8. It is further stated that the averments made by the applicant in the
affidavit are not correct. It is claimed that the money transferred to
Nisarg actually represents repayment of loan advanced by Nisarg to
Euro Pratik Ispat (India) Private Limited which is Respondent No.1
Company. As regards the allegation that the loan sanctioned by the
HDFC Bank has been diverted to Nisarg and Mr. Mahendra Kumar
Goenka’s personal account, it is submitted that this plea is incorrect,
because no evidence to this effect has been filed. The Counsel for the
applicant has drawn our attention to page No.87 of Additional Affidavit
dated 07.05.2025, where only one entry of payment of Rs.10 lakh to
Nisarg as on 31.03.2023 has been shown.
9. However, in rebuttal, Ld. Sr. Counsel for the Applicant Mr. Gaurav
Joshi and Mr. Shyam Kapadiya have shown several entries in the Axis
Bank account in favour of Nisarg to the tune of crores of rupees. This
given an impression that that money sanctioned for plant and
machinery has been utilized for payment/loans to the sister concerns.
10. Be that as it may, without having proper evidence, we cannot
come to a conclusion in this regard. We feel this matter needs further
hearing. Parties are directed to place on record the relevant evidence to
prove their contentions on the next date of hearing with a small written
synopsis also.
11. In the meantime, Respondent No.1 Company shall not deal with
or transfer its movable and immovable assets as well as the
shareholding till the next date of hearing.
12. List this matter for further consideration and hearing on
12.06.2025.
Sd/- Sd/-
SANJIV DUTT ASHISH KALIA
MEMBER (TECHNICAL) MEMBER (JUDICIAL)
JNK
