1. This Application is filed seeking approval of this Tribunal for the following interim reliefs:

A. Direction to the PA Group to share ledger statements of all accounts for the periods of 2013-2022 in relation to Respondent No.1 with the Petitioner.

B. Direction to the PA Group to disclose to the Applicants all payments made on behalf of the directors and/or their family members/friends and details with invoices for all legal expenses paid by the company from 2013.

C. Directions to the PA Group to disclose to the Applicant the following information which was sought by the Petitiones vide letter dated 15.04.2022

a) List of employees and salary details including bonus given if any,

b) List containing details of related party transactions which took place in the last 5 years,

c) Details of any payments made on behalf of Directors and or Directors family members,

d) Details of payments made towards Director's perks/travel/reimbursement of personal expenditures including credit card payments,

e) Bank account statements of AISCO from 1st April 2015 till date of all the bank account,

f) Details of capital expenditure for the last 3 financial years,

g) Details of any export transactions and its financial details for last 3 years,

h) Details of Legal and Professional fees or related expenses spent over the last 10 years along with bills,

i) Copy of all correspondence between Banks (current Bankers and potential Bankers) and the company,

j) Complete Ledgers for the following:

i. Commissions paid, if any

ii. Sales Expenses.

iii. Marketing expenses

iv. CSR expenditures

v. Details of the current stock and its value

k) Daily MIS containing bank transactions, purchases and sales with their clients

D. Direct that an independent auditor be appointed in order to carry out the forensic audit of the Respondent No.1 company for the statement of accounts for the period of 2012-2013.

Facts leading to the present Application and Submissions advanced by the Applicant are as follow:

2. The present Application is filed for seeking interim reliefs as detailed in Paragraph 1 above basis the events that have transpired post filing of the main Company Petition.

3. At the outset, it is useful to clarify the shareholding pattern of Respondent No.1 Company Arya Iron & Steel Co. Pvt. Ltd. (hereinafter referred to as “AISCO”), The Petitioner’s (hereinafter referred to as “RA Group”) hold 25.5% shareholding in Respondent No.1. Respondent No.2 to 6 (hereinafter referred to as “PA Group”) also hold 25.5% shareholding in Respondent No.1. Respondent No.7 holds 49% shareholding of the Respondent No.1 company.

4. The Applicant submits that difference between the RA and PA Groups arose owing to the lopsided shareholding held by Petitioners 25.5% on one hand and 74.5 % shareholding held by Respondents 2 to 7 (PA Group and Jindal Group who have inter se family relations) on the other hand.

5. The Applicant submits that the trigger for the filing the present application is the fact that the PA Group is incurring personal expenses using Respondent No.1 company funds. More particularly legal expenses of PA group for their personal dispute against the Petitioners where AISCO is not a party.

6. The Applicant submits these invoices of the year 2015 were discovered only in April 2022 while going through the electronic record. The said invoices were raised in the name if AISCO and the items covered in the said invoices are in fact bills raised by lawyers representing the PA Group in their personal capacity, therefore PA Group has been funding litigation in their personal capacity.

7. Further, the PA Group is funding their and their family members personal trips using the company funds. The Applicant has placed these invoices as Exhibit B at Pages 38-53. Moreover, the Applicant submits that these invoices are of the year 2021.

8. The Applicant states that the Applicant vide email dated 17.03.2020 requested the Board of AISCO to make available the financial records of AISCO to the Applicant.

9. The PA Group refused to provide the information sought on the ground that the Applicant has set up their own company Nachiketa Power & Steel Pvt. Ltd. which is a direct competitor of Respondent No.1. The Applicant submits that the aforesaid issue was pointed out by a nominee director of Respondent No.8, the Respondent No.2 and 3 had clarified the position by stating that there was no-noncompete clause in the SHA and/or the AoA.

10. The Applicant has relied upon the order dated 16.11.2021, wherein the Ld. Counsel appearing for Respondent No.2 to 6 had categorically submitted that all the Financial Statements are being provided. The relevant portion of the order reads as follow:

“The Ld. Counsel of the Respondent, Mr.Fredun Divetri has stated that they have been providing all required documents/financial statements to the Petitioner”.

11. However, it is the Applicants contention that the Respondents have still not provided the financial information of the Company.

Submissions advanced by the Ld. Counsel for the Respondents No. 2 to 6.

12. The Ld. Counsel has raised the preliminary objection that the reliefs sought in the present application are same as that of reliefs sought in the Interim Application in the year 2017. It is submitted that the matter was heard at length and no relief was granted to the RA Group and therefore, there is no new cause of action as of today triggering the filing of the present Application. As far as the invoices of 2015 are concerned, the Ld. Counsel states that the RA Group was in possession those bills but failed to bring them on record at the time of filing the Company Petition.

13. Further, the Respondent counters by contending that Respondent No.l company has in the past also paid the invoices of the Applicant No.2 and his relatives / friends towards their personal expenses and travel etc. These invoice are placed as Exhibit-1 of the reply.

14. It is submitted that all financial statements were provided to RA Group at all times. The Respondent submits that the Applicant has annexed the financial statements to the Company Petition. The Ld. Counsel submits that the financial statements have been provided to the Applicants vide email dated 02.09.2021. Further, the Respondents states that after the Order dated 16.11.2021 was passed, the next Board Meeting of Respondent No.1 was held on 28.03.2022 at which the financial statements were provided to the Ravi Arya Group vide email dated 20.03.2022. This email has also not been produced by the Applicants. The said email is hereto annexed and marked as Exhibit 16.

15. The Ld. Counsel submits that the Applicants are direct competitors of the Respondent No.1 Company in view of their acquisition of Nachiketa Power & Steel Private Limited ('Nachiketa') in Raipur, the said company is a rival business entity of the Respondent No.1. The information is being sought in order to benefit Nachiketa and harm the Respondent No.1 company. The Applicant No. 1 and 2 are acting in breach of their fiduciary duties as Directors of the Respondent No.1.

16. It is submitted that Memorandum of Association shows that the entire share capital of Nachiketa is subscribed by Applicant No.1 and 2. Further, the Applicant has also poached the employees of Respondent No.1 Company.

17. The Respondent submits that access of the company’s ERP system contains sensitive and confidential information and its access is only available from the registered office of the Respondent No.1.

18. The Respondent submits that the Applicants have filed the above Captioned Petition in 2017 seeking implementation of the terms of the consent Decree dated 14.08.2015 on the ground that Pawan Arya Group is trying to breach the Consent Terms and therefore, there is oppression and mismanagement of the Respondent No.1 Company. However, the Ravi Arya Group has suppressed the fact that they have today files a Suit being Suit No. 63 of 2022 before the Hon'ble Bombay High Court inter alia seeking to set aside the said Consent Decree. Therefore, the very basis and ground on which the present Petition was premised on by the Applicants is gone and, on this ground, alone the CA ought to be dismissed.

19. Mr. Sudipto Sarkar Ld. Sr. Counsel for the Respondent No. 1 and Mr. Vijay Singh the Ld. Counsel appearing for the Respondent No. 7 to 9 supports the arguments advanced by Mr. Mustafa Doctor Ld. Sr. Counsel appearing for Respondent No. 2 to 6, therefore, the same is not detailed herein for the sake of brevity.

Findings:

20. In the above backdrop, we hold that pending adjudication of the Main Company Petition, the Applicants at this juncture, through the present Application are only seeking interim reliefs which in our opinion would not prejudice the rights of the Respondents. Further, the apprehension of the Respondent that the Applicants are running a company Nachiketa Power & Steel Pvt. Ltd which is in a competing business cannot come in the way of the Applicant exercising its rights as a shareholder of Respondent No.1. Further, the said issue was clarified by the Respondents themselves in the Minutes of Meeting of Board Meeting held on 15.03.2018 placed as Exhibit G at Page 61 and forming part of the present Interlocutory Application.

"Ms. Daisy Thakur, requested the board to share the business plan of next few years as same otherwise is also required to be shared with the investor in terms of Shareholder Agreement.

Ms. Daisy A Thakur has also sought information whether any director of the Company have set up project outside of the company. To this, Pawan Arya and Puneet Arya had told that they are not in the business as that of AISCO. Mr. Ravi Arya and Mr. Nakul Arya said they are dealing in Iron and Steel business and are not in any manufacturing business as of today. Further the Directors also pointed out that there is no non-compete clause in the agreements executed i.e. Shareholder Agreement and Share purchase and share subscription agreement which bars them to venture outside AISCO including doing the business same as AISCO."

21. Further, it is matter of record that the Ld. Counsel appearing for the Respondents on 16.11.2021 states that they have been providing all required documents/financial statements to the Applicant.

22. Therefore, this bench directs the Respondents to provide the information sought as more particularly detailed in Paragraph 1 hereinabove.

23. Accordingly, the reliefs sought in Prayer clause (A), (B) and (C) are granted except appointment of auditor at this juncture to conduct forensic audit of AISCO.

24. With the aforesaid observation present CA No. 328 of 2022 In C.P No. 149/MB/C-I/2017 stands disposed of as allowed in above terms.