In Sarita Bajaj & Ors. vs. The State of Bihar through the Secretary, Home Department, Govt. of Bihar & Ors. (2025), Supreme Court's bench of Justices Vikram Nath and Sandeep Mehta passed an order dated July 18, 2025 staying further proceedings before the Trial Court. Justice Bibek Chaudhuri of Patna High Court had passed a 20-page long judgement dated May 9, 2025, wherein, he concluded:"....I have no other alternative but to hold that in the instant case, the F.I.R. being Kotwali P. S. Case No. 45 of 2024, dated 18th August, 2023, cannot be quashed. 32. The issue involving forgery and a criminal investigation has not been complained of by any instrumentality of the State. The dispute is absolutely private in nature involving two full brothers and their families in respect of partition and subsequent financial irregularity of family-owned companies. Therefore, no writ under Article 226 of the Constitution of India lies. 33. The instant writ petition is, thus, dismissed on contest."
Drawing on the judgement passed by National Company Law Appellate Tribunal (NCLAT), Principal Bench, New Delhi, Justice Chaudhari was "convinced that the allegation made by the Petitioner for outstanding loan is frivolous as the Learned Court has already adjudicated the matter in detail and has come to its finding." He observed:"The writ courts often do not delve deeply into factual disputes and the evidences as to whether the signatures done on Securities Transfer Form (SH-4) was fabricated or not and so the Court can not come to the conclusion as to whether the signature is forged or not but has come across the Judgement of NCLAT, New Delhi where it is seen that the Petitioners were previously capable of producing false document."
Sarita Bajaj, the Petitioner had invoked Constitutional Writ Jurisdiction of the High Court under Article 226 of the Constitution of India for issuance of a writ in the nature of Certiorari for quashing the FIR registered on January 16, 2024 at Kotwali Police Station in 2024 for the offences alleged to have been committed under Sections 406, 420, 467, 468 and 471 read with Section 34 of the Indian Penal Code, 1860.
On January 16, 2024, Sushil Kumar Bajaj, the brother of Ajay Kumar Bajaj, Petitioner No. 2, had submitted a written complaint to the Station House Officer of Kotwali Police Station, alleging inter alia, that Ajay Kumar Bajaj (son of Late Purshottam Das), Awi Bajaj (son of Ajay Kumar Bajaj), Sarita Bajaj (wife of Ajay Kumar Bajaj), and Asit Baran Paul (Chartered Accountant) were involved in fabricating documents to unlawfully transfer of shares of Bajaj Buildcon Pvt. Ltd., which belonged to him, into the names of Awi Bajaj and Sarita Bajaj. He also alleged that the accused forged a letter to illegally withdraw funds from the account of Kanika Buildcon Pvt. Ltd., and subsequently transferred the money to another company, Mandyati Dealcom Private Limited. The complainant, Sushil Kumar Bajaj, and the 4th accused, Ajay Kumar Bajaj, are entered into a Memorandum of Understanding (MOU)/Family Partition agreement. According to the agreement, it was decided that Bajaj Buildcon Private Limited, along with other associated companies, would be transferred to Ajay Kumar Bajaj. The parties agreed to close all existing bank accounts of the respective companies and subsequently will transfer the shares.
The terms of the Family Partition clearly indicated that the first party refers to Sushil Kumar Bajaj and his family, while the second party refers to Ajay Kumar Bajaj and his family. Clause 1 of the memorandum outlines the companies that will be transferred to the first party (the informant), and Clause 2 details the companies that will be given to the second party (Ajay Kumar Bajaj) and his family. The informant acknowledged the existence of this partition deed in his written complaint. It was confirmed that following the transfer of ownership, the shares of the respective companies will also be transferred to the names of the relevant parties and their families. In accordance with the agreed arrangement, Petitioner No. 1, Sarita Bajaj, and Petitioner No. 3, Awi Bajaj, were appointed as Directors of Bajaj Buildcon Pvt. Ltd. On February 27, 2021, the informant submitted his resignation from the Directorship of Bajaj Buildcon Pvt. Ltd. and executed a formal instrument of transfer as required under Section 56 of the Companies Act, 2013.
On February 27, 2021, on 27.02.2021, the informant executed two instruments of transfer. One instrument was executed with Sarita Bajaj, transferring 1,11,800 (One Lakh Eleven Thousand Eight Hundred) shares of Bajaj Buildcon Pvt. Ltd., which belonged to the informant, to her, in strict compliance with the terms of the family partition. It is important to note here that while the informant also resigned from Balaji Electrosteels Limited, as indicated in a notice, dated August 30, 2021, he did not transfer the shares of Balaji Electrosteels Limited, despite being obligated to do so. On February 27, 2021, the informant executed another instrument of transfer, through which he transferred 3,20,000 (Three Lakh Twenty Thousand) shares of Bajaj Buildcon Pvt. ltd to Awi Bajaj. These share transfers were carried out in full compliance with the provisions of the Companies Act, and the relevant details were duly communicated to the Registrar of Companies. In fact, the informant formally surrendered the shares to be transferred, and a certificate of transfer was subsequently issued. The instruments of transfer were properly stamped, executed in the presence of witnesses, and have never been contested or disputed previously. It is important to note that on February 28, 2021, a meeting of the Board of Directors of Bajaj Buildcon Pvt. Ltd. was held, during which it was resolved to accept the informant's resignation from the Directorship of the company. Ajay Kumar Bajaj was authorized to file DIR-12 and any other required documents with the Registrar of Companies, as per the provisions of the Companies Act. Another Board meeting of Balaji Electrosteels Limited took place, and through a resolution, dated August 31, 2021, the informant's resignation from the company was formally accepted. On April 3, 2021, another meeting of the Board of Directors of Bajaj Buildcon Pvt. Ltd. was held. The informant claims that he was not notified, informed, or made aware of the meeting.
The informant had already initiated proceedings before the National Company Law Tribunal, Kolkata Bench, in 2022, seeking a declaration that the instruments of transfer, dated February 27, 2021 were forged and illegal, along with other related reliefs. Notably, certain terms of the Memorandum of Family Partition were not complied with or honoured by the informant. In response, Ajay Kumar Bajaj had filed a suit for partition in the Court of Sub-Judge-1, Patna, which has been registered as a Title Suit of 2023. Among other allegations, the informant alleged that Kanika Buildcon Private Limited took a loan of Rs. 9,13,00,000.00 (Nine Crore Thirteen Lakh) only from Mandyati Dealcom Private Limited for the period between 2010 and 2017. The informant also claimed that according to their understanding, the loan does not incur any interest.
Under the terms of the family partition, Kanika Buildcon was transferred to the informant, while Mandyati Dealcom was transferred to Ajay Kumar Bajaj. As a result, the rights and liabilities associated with the respective companies were also transferred to the respective parties. Ajay Kumar Bajaj sent a letter under the provisions of the Bankruptcy and Insolvency Code, demanding that Kanika Buildcon Pvt. Ltd. pay an amount of Rs. 18,37,51,400/- (Eighteen Crore Thirty Seven Lakh Fifty One Thousand Four Hundred) only.
Besides this, an application was filed by Mandyati Dealcom Pvt. Ltd. against Kanika Buildcon Pvt. Ltd. before the National Company Law Tribunal, Kolkata Bench in 2022, seeking recovery of Rs. 18,37,51,400/- (Eighteen Crore Thirty Seven Lakh Fifty One Thousand Four Hundred) only, which includes both the principal amount of Rs. 1,22,50,000/- and interest of Rs. 17,15,01,400.
During the proceedings before the National Company Law Tribunal, it was admitted that Kanika Buildcon Pvt. Ltd. owes Rs. 1,22,50,000. On November 8, 2023, the Tribunal admitted the application and initiated the insolvency resolution process for Kanika Buildcon Pvt. Ltd. Kanika Buildcon Pvt. Ltd. filed an appeal before the National Company Law Appellate Tribunal, Principal Bench, New Delhi, registered as Company Appeal (AT) No. 1540 of 2020. In connection with this, a demand draft for Rs. 1,22,50,000/- was handed over to Mandyati Dealcom Pvt. Ltd., as evident from the order, dated December 4, 2023.
Notably, in the counter affidavit, filed by Sushil Kumar Bajaj, the Respondent No. 5, dated February 4, 2025, the High Court found that the accused individually and unlawfully transferred the share of Respondent No. 5 (the informant) amounting to Rs. 1,98,50,000/- to Awi Bajaj (Petitioner No. 3), and Rs. 69,10,000/- to Sarita Bajaj (Petitioner No. 1). These transfers were made using forged share transfer deeds. The transfer was not authorized by the Board of Directors, nor were the transferees’ signatures obtained.
Although the transfer of shares was recorded with a Board Resolution, dated April 3, 2021, Respondent No. 5 (the informant) was not notified of the meeting, nor were the transferees informed. In collusion with C.A., Asit Baron Paul, the accused parties falsified the share transfer, and forged documents were submitted, which are now part of the records at the Register of Companies.. In regard to the loan amount, being levied on the Kanika Buildcon (which is operated by Respondent No. 5) the Respondent submits that before the partition, both the petitioners and Respondent No. 5 (the informant) jointly handled the company and financially supported each other. As part of this arrangement, Kanika Buildcon managed by Respondent No. 5, took a loan/advance of Rs. 9,13,00,000/- from Mandyati Dealcom, owned by the accused (petitioners), between September, 2010 and April, 2017, which was mostly repaid.
However, after the family partition, Mandyati Dealcom unexpectedly demanded Rs. 18,06,20,352/- (eighteen crores, six lakhs, twenty thousand, three hundred and fifty-two), while only Rs. 1,22,50,000/- remained outstanding against the original loan of Rs. 9,13,00,000/-. Later, Respondent No. 5 discovered that Ajay Kumar Bajaj had filed a false case in the Company Court, claiming that, as a Director of Kanika Buildcon, he had written a letter to Sushil Bajaj (Respondent No. 5/informant), the then Director of Mandyati Dealcom, accepting a loan of Rs. 10,00,00,000/- with interest. For the same, an application was filed under Section 7 of Insolvency and Bankruptcy Code (IBC) by the Petitioners in December, 2022, claiming an amount of Rs. 18,37,51,400/- which include principal amount of Rs. 1,22,50,000/- and the interest of 17,15,01,400/- till 31.07.2022. Date of default for the same was mentioned as August 2, 2021. In the application under Section 7 of IBC, the Appellant claimed that conditions of loans were set out in writing in letter, dated September 20, 2010, written by Director of the Corporate Debtor Company to the Financial Creditor. The matter was first adjudicated by NCLT, Kolkata Bench and later went in appeal to NCLAT New Delhi.
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