M/S.Marg Ltd v. The Registrar Of Companies

IN THE HIGH COURT OF JUDICATURE AT MADRAS

DATED : 27.08.2024

CORAM

THE HONOURABLE MR.JUSTICE M.DHANDAPANI M/s. Marg Ltd, Rep. by its Authorised Signatory Mr.K.S.Gajendra Babu, Having its Registered Office at: Sri Sai Subhodaya Apartments, No.57/2B, East Coast Road, Thiruvanmiyur, Chennai - 600 041.

...Petitioner

Vs 1.

The Registrar of Companies, Block No.6, B Wing, 2nd Floor, Shastri Bhawan, 26, Haddows Road, Chennai - 600 034.

2.

M/s. Revanza Kings Vadapalani Private Limited , Rep. by its Director, Door No.23, E.V.R. Road (P.H.Road), Periamet, Chennai - 600 003.

3.

M/s. Aarthi Office Solutions Private Limited, Rep. by its Director, No.23, E.V.R. Salai(P.H. Road), Periyamed, Ripon Buildings, Tondiarpet, Fort St. George, Chennai - 600 003.

4..

M/s. Diya Office India Private Limited, Rep. by its Director, No.23, E.V.R. Salai(P.H. Road), Periyamed, Ripon Buildings, Tondiarpet, Fort St. George, Chennai - 600 003.

5.

M/s. Mishri Business Solutions Private Limited, 1/6

Rep. by its Director, No.23, E.V.R. Salai(P.H. Road), Periyamed, Ripon Buildings, Tondiarpet, Fort St. George, Chennai - 600 003.

6.

M/s. Nirmala Business Solutions Private Limited, Rep. by its Director, No.23, E.V.R. Salai(P.H. Road), Periyamed, Ripon Buildings, Tondiarpet, Fort St. George, Chennai - 600 003.

7.

M/s .Ridhi Office India Private Limited, Rep. by its Director, No.23, E.V.R. Salai(P.H. Road), Periyamed, Ripon Buildings, Tondiarpet, Fort St. George, Chennai - 600 003.

8.

M/s. Sushil Infra Developers Private Limited, Rep. by its Director, No.23, E.V.R. Salai(P.H. Road), Periyamed, Ripon Buildings, Tondiarpet, Fort St. George, Chennai - 600 003.

9.

M/s. Dhruv Office Solutions Private Limited, Rep. by its Director, No.23, E.V.R. Salai(P.H. Road), Periyamed, Ripon Buildings, Tondiarpet, Fort St. George, Chennai - 600 003.

...Respondents

Petition filed under Article 226 of the Constitution of India to issue a Writ of Mandamus directing the 1st respondent to enquire and take appropriate actions based on the complaint dated 25.06.2024 submitted by the petitioner under Section 206(4) of The Companies Act, 2013 within a time frame to be fixed by this Court.

For Petitioner : Mr.G.Rajkumar 2/6

For Respondents : Mr.Prasad Vijayakumar, SPC, for R1

O R D E R

This Writ petition has been filed seeking direction to the 1st respondent to enquire and take appropriate actions based on the petitioner's complaint dated 25.06.2024.

2. Mr.Prasad Vijayakumar, learned Senior Panel counsel takes notice on behalf of the 1st respondent. In view of the consent expressed by the learned counsel on either side, this writ petition is taken up for final disposal at the admission stage itself.

3. Since no adverse order is being passed against the respondents 2 to 9, notice to the respondents 2 to 9 is dispensed with.

4. The case of the petitioner is that the petitioner company is the owner of the property comprised in S.No.137B/3A2 at Karapakkam Village, wherein a Multi-storied Software Technology Park building was constructed consisting of G+7 floors with a total leasable area of 2,55,050 sq.ft. When the petitioner company was facing financial crisis, one Sushil Lalwani and 3/6

his nominees approached the petitioner company and the said Sushil Lalwani through his company offered structured transaction of the financial assistance based on the memorandum of agreement dated 17.03.2023 entered into between the petitioner company and M/s. Revanza Leasing India Ptv. Ltd., and as per the terms of agreement, the total sale consideration for the petitioner's property was fixed at Rs.105 Crores, which was split into two portions and the petitioner company executed 8 sale deeds in favour of the respondents 2 to 9 floated by the said M/s. Revanza Leasing India Pvt. Ltd. However, it is pertinent to note that the said Sushil Lalwani purchased the petitioner's property in the name of the companies which were not in existence at the relevant point of time. Thereby, the petitioner made a complaint dated 25.06.2024 u/s. 206(4) of the Companies Act, 2013 before the 1st respondent against the said M/s. Revanza Leasing India Pvt. Ltd. and the respondents 2 to 9, which evoked no response. Hence, this writ petition.

5. Though very many grounds have been raised, the learned counsel for the petitioner submitted that, it would suffice if this court grants liberty to the petitioner to make fresh complaint, if the petitioner company succeeds in the suit against the said Sushil Lalwani and the respondents 2 to 9 herein for 4/6

the fraud committed by them.

6. Learned Senior Panel Counsel appearing on behalf of the 1st respondent has no serious objection for the limited request made by the learned counsel for the petitioner.

7. In view of the limited request made by the learned counsel for the petitioner, this Court, without going into the merits of the case, while dismissing this Writ petition, grants liberty to the petitioner to workout its remedy in the manner know to law, if it succeeds in the suit against the said Sushil Lalwani and the respondents 2 to 9 herein and others.

8. For the reasons aforesaid, this Writ petition stands dismissed with the aforestated liberty. No costs.

27.08.2024 skt NCC : Yes/ No Speaking Order : Yes/ No Index : Yes/ No M.DHANDAPANI, J.

5/6

skt To The Registrar of Companies, Block No.6, B Wing, 2nd Floor, Shastri Bhawan, 26, Haddows Road, Chennai - 600 034.

27.08.2024 6/6