BRIEF NOTE ON THE ORDER OF THE HON’BLE COMPANY LAW BOARD IN C. A. NO. 88-C. NO. 1/2013 IN C. P. NO. 46(ND)/2009
The Hon’ble Company Law Board pronounced today (09.05.2014) in open Court on the application filed by Ms. Manoranjana Sinh against Positiv Television Pvt. Ltd., Mr. Matang Sinh, Mr. Navin Jindal and others.
The Order holds:
1. That the agreement dated 30.01.2013, by which, loan was sought to be given to the extent of Rs. 150 Crores by Worship Impex Pvt. Ltd., is fraudulent, mischievous, in breach and a complete abuse of Order passed by the Hon’ble Company Law Board dated 25.05.2009 and the liberty granted by Order dated 19.10.2011 passed by the High Court of Delhi and is therefore a nullity.
2. That Worship Impex Pvt. Ltd. had no capital to given on loan and therefore, it was obvious that somebody while hiding its identity was interested in pumping money into Worship Impex Pvt. Ltd. for a compete takeover of Positiv Television Pvt. Ltd.
3. That on the date of execution of the addendum agreement dated 30.03.2013, the Board of Worship Impex Pvt. Ltd. had been completely reconstituted with two new directors, Mr. Shekhar Sharda and Mr. Amit Kumar Jha, and what a coincidence, the linked in profile of Mr. Shekhar Sharda and Mr. Amit Kumar Jha filed by the Petitioner show that while Mr. Shekhar Sharda was the erstwhile Senior Vice President at JSPL, Mr. Amit Kumar Jha had served as Technical Assistant to Mr. Navin Jindal at JSPL.
4. That the Hon’ble Company Law Board has directed the Central Govt. to appoint a team of inspectors of unimpeachable integrity for investigating the affairs of Worship Impex Pvt. Ltd. for determining the true persons who are or have been instrumental in providing funds to Worship Impex Pvt. Ltd. and also for determining the true persons who are or have been financially interested in gaining control over Positiv Television Pvt. Ltd. and its group company. Report to be sent in sealed cover to Company Law Board.
5. That till further Orders, the agreement dated 09.02.2013 and 30.03.2013 shall not be acted upon.
6. That one nominee director to be appointed in the Board of Positiv Television Pvt. Ltd. without whose present, no Board meeting will be held and without whose affirmative vote no resolution is passed by the Board of Positiv Television Pvt. Ltd.
7. That the nominee director shall also be joint signatories in all bank accounts existing as well as new accounts operated by the company in any bank wherever situated in India. No withdrawal from any bank account from the company shall be permitted till nominee directors assumes position of the Board of Positiv Television Pvt. Ltd.
8. That the matter would be considered further to decide on setting aside the agreements and also to decide whether proceeding from contempt for committing deliberate breach of Order dated 25.05.2009 by this Board should be initiated against Mr. Matang Sinh and all such persons abating such breach.
9. That after receiving the report of investigation from the Central Govt., appropriate Orders would be passed.
Advocate for the Petitioner, Ms. Manorajana Sinh