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Showing contexts for: LODR in Balkishan Shrikisan Baldawa vs Agri-Tech (India) Limited on 15 December, 2025Matching Fragments
- Respondent No.2 - Techindia Nirman Limited to take control by the promoter were rejected by the shareholder. Immediately, thereafter on 25.09.2024, the AGM of Financial Creditor - Respondent No.1 - Agri-Tech (India) Limited was held wherein similar situation prevailed and the resolution for approval of material for related party transactions were rejected.
6. Appellant claims that sensing that they have lost control of the Corporate Debtor - Respondent No.2 - Techindia Nirman Limited, they have filed a petition under Section 7 of the Code on 17.10.2024 against the Corporate Debtor - Respondent No.2 - Techindia Nirman Limited. In which they claimed a Company Appeal (AT) (Insolvency) No. 970 of 2025 4 of 56 debt of ₹86 crores i.e. ₹ 65 Crores along with interest as financial debt on the basis of an agreement dated 11.05.2021. Appellant claims that this is contrary to the audited records which show that there was nil rate of interest for something which was an advanced being operational in nature and which was not a financial debt. Furthermore, there was no agreement on the other hand, in the Section 7 petition, 12% interest was asserted by Corporate Debtor - Respondent No.2 - Techindia Nirman Limited. Basis the agreement and which was a non-existent agreement. Appellant claims that he agreement is backdated by three years. Moreover, the payments were already made and the agreement was without proper stamp duty. Appellant also brings to our notice that filing of Section 7 petition is to be disclosed to the stock exchanges as per Regulation 30(2)6) read with Clause 6 Part A Schedule III of the LODR.
f) They also sought approval of shareholders which is even otherwise mandated under Regulation 23(4) LODR. Related party transactions is defined Regulation 2(zc) of LODR, and is broader than contracts/transactions under Section 188 of Companies Act. Under Regulation 23(4) read with 23(1) proviso LODR, no prior approval of material related party transactions (i.e. more than 10% annual consolidated turnover, Rs. 65Cr > annual consolidated turnover of roughly 0-1Cr of CD) by shareholders. This approval is rejected on 19.09.2025 for CD and on 25.09.2025 for the FC.
g) No renewal of the general/omnibus board resolution provided under Regulation 23(3)(e) of LODR.
h) No disclosure of filing of Section 7 Application under Regulation 30(2) & (6) r/w Clause 6, Part A. Schedule III, LODR"
54. The Appellant had filed the recall application before the NCLT to bring to its notice that the Respondent No.1 and 3 are admittedly related parties and CIRP has been initiated collusively and it is a case of a fraudulent initiation of CIRP. It had also sought relief under Section 65 of the Code.
69. We also observe that the Adjudicating Authority observed that violations of Companies Act, 2013, and SEBI LODR can be examined by authorities thereunder only [para 13, Impugned Order, pg. 86, APB]. However, we note that Respondent No.2, being a public listed company under the jurisdiction of the Securities and Exchange Board of India, with the common management behind Respondent Nos. 1 and 2 as per Regulations 23(3) and 23(4) of the SEBI LODR was mandated that omnibus approval for related party transactions is taken from audit committee, and thereupon, is only valid for a period of one year. Further all material related party transactions require shareholder approval. However, the material on record, including, particularly, the Annual Reports of Respondent Nos. 1 & 2, do not disclose any such omnibus and/or shareholder approval for the Loan Agreement dated 11.05.2021. No approval of the aforesaid transaction by Board and / or shareholders of the Company has been placed under Section 188 of the Companies Act, 2013. The Respondents have not produced any such approval before the Adjudicating Authority.