AI Structured Summary
Not yet generated for this judgment
Judgment
ORDER
The Respondent No.1 on 05.07.2025 is said to have instituted the proceedings under Section 213 of the Companies Act, 2013, to be read with Sections 241-244 of the Companies Act, 2013, which was numbered as C.P. (CA) No.85/2025, before the Learned NCLT, Chennai Bench-I.
When the aforesaid proceedings were instituted, the Appellants herein contended that, since the Appellants happen to be foreign companies, the proceedings as drawn by the Respondent No.1 by way of the aforesaid Company Petition, would not be tenable as against them, owing to the fact that the provisions of the Companies Act of 2013, would not be applicable upon the foreign entities, who are registered under the law of their country. In relation thereto, the Appellant is said to have filed I.A. (CA) No.223(CHE)/2025, questioning the very maintainability of the proceedings of the Company Petition, as against them particularly qua the nature of relief which has been modulated therein in the Company Petition.
When the said application raising the question of maintainability, came up for consideration before the Learned Tribunal, the Learned Tribunal passed an order of 12.11.2025, observing that the Tribunal would first consider the Interlocutory Application preferred by the Appellant being IA/223/2025, and after that, only if would decide to proceed the Company Petition.
The Learned Counsel for the Appellant submits that in the subsequent order passed by the Learned Tribunal on 19.11.2025, which is impugned in the instant Company Appeal, the Tribunal has taken a converse view by asking the Respondents to file counter to the main Company Petition when it had already directed exchange of pleadings qua the decision to be taken on the IA preferred by the Appellant. He contends that the Tribunal could not have called upon the Appellant to file a counter to the main petition, without first deciding the issue of maintainability as a preliminary issue and could not have dismissed the IA, recording that maintainability of the Company Petition will be decided during the proceedings of the main Company Petition.
Having heard the Learned Counsels for the parties. If the impugned order of 19.11.2025 is taken into consideration, the observation that has been made therein pertaining to the counter to the petition has to be logically read as to be a counter to the question raised in IA itself which raised the question of maintainability, which deals with the preliminary issue of maintainability of the petition as against the present Appellant. Even otherwise, also procedurally, wherever an issue is raised pertaining to the question of maintainability of the proceedings, it has had to be decided as the preliminary issue after the exchange of pleadings on the said point, and only after deciding the issue on the preliminary point of maintainability, the Tribunal is expected to proceed on the merits of the Company Petition. In fact, the dismissal of the application as observed in the impugned order will not have any adverse bearing, so far as the issue of maintainability of the Company Petition as raised by the Appellant is concerned because it is still an issue left open to be decided by the Tribunal, which is to be decided as a preliminary issue before the Tribunal ventures upon the Company Petition itself on merits. Subject to the aforesaid, the impugned order of 19.11.2025 would stand modified to that extent.
The parties to the proceedings of the Company Petition will file their objections on the question of maintainability too within a period of three weeks, and thereafter, the issue of maintainability will be decided as a preliminary issue by the Tribunal.