Mr. Ravi Shankar Gopalakrishnan vs M/s. Hyderabad Pollution Controls Limited & Ors.

[Per: Justice Sharad Kumar Sharma, Member (Judicial)]

In November 2021, the company petition being CP(IB) No. 3/97/HDB/2022, was instituted by the present Appellant, by invoking the provisions contained under Section 97 of the Companies Act, 2013 read with Rule 74 of the NCLT Rules, 2016. At that relevant point of time, the cause of action for the Appellant, for the purposes to invoke Section 97 of the Companies Act, 2013, was that there were allegedly certain discrepancies pertaining to the holding of the equity shares, conducting of the Annual General Meeting and submission of the company's annual returns and financial statements for 2019-2020 & 2020-2021. Accordingly, the company petition was instituted and the relief as it was carved out therein was limited to the extent of seeking a direction to the Respondent company therein to convene and conduct the Annual General Meeting and to consider/adopt the Financial Statement and annual returns for the years of 2019-20 and 2020-2021, and thereafter, to file the Financial Statement and the Annual Returns with the Registrar of Companies for the said years.

When the company petition was pending, the Appellant filed an Interlocutory Application being IA. (CA). No. 51/2023 on 13.03.2023, praying for, to amend the relief clause of the company petition so as to add Financial Year 2021-22, because during the pendency of the company petition, Financial Year 2021-2022 got over and the action prayed for, that is, conduct of AGM, approval of financial statements and filing of the same with RoC for Financial Year 2021-2022 also because due when the said application came up for consideration before the Ld. Tribunal, the Ld. Tribunal proceeded to pass an order on 24.10.2024, observing thereof that, as far as IA (CA) No. 51/2023 is concerned, seeking an amendment in the relief clause by way of an addition of the FY, i.e., 2021-22, that will be taken into consideration along with the main Company Petition, i.e., CP(IB) No. 3/97/HDB/2022.

Subsequent thereto, yet another application was filed by the Appellant being IA(CA) No. 47/2024, where the Appellant sought for an amendment in the relief clause by adding FY 2022-2023 to the list of financial years for which AGM has to be conducted as FY 2022-2023 also got over during the pendency of the proceedings. The amendment in the relief clause was modulated to the following effect: -

This application, too, when it was taken up for consideration before the Ld. Tribunal on 24.10.2024, it was directed that, it will too be considered, at the stage when the company petition itself is heard finally. The company petition was taken up finally and decided by the impugned order of 03.12.2024.

It was observed in the said order that all pending interlocutory applications would stand disposed of. Accordingly, the interlocutory applications MA (CA)/6/2023, IA(CA)51/2023, & IA(CA)47/2024 got closed. The resultant effect of the same had been that, all these interlocutory applications seeking an amendment in the relief clause, owing to the passage of time which had undergone during which the pendency of company petition, in fact, it stood closed even without there being any adjudication being made on the said application on merits, nor any finding as such has also been recorded in the impugned order.

The Appellant has preferred an IA No. 499/2025 in the instant appeal, wherein he has prayed for, that the relief clause may be permitted to be amended to the following effect: -

By virtue of the proposed amendment, in fact, it seems that, as if the Appellant wanted to expand the relief clause by adding thereto the Financial Year 2023-24, for the reason being that, the other financial years, for example, that of 2021-22 and 2022-23 stood covered by the earlier interlocutory application filed before the Ld. Tribunal, i.e., IA(CA) No. 51/2023 and IA(CA) No. 47/2024, which were preferred during the course of the pendency of the company petition. The said amendment application has been vehemently opposed by the Respondents counsel on the ground that, if such an amendment is permitted to be carried, it will deceive the very object of the appeal and will rather prolong the proceedings.

Besides that, it was argued by the Respondents, that the IA No. 499/2025 seeks a condonation of delay, while praying for, conducting the Annual General Meeting and filing of the Financial Statement and the Annual Returns for the said Financial Years, and that condonation of delay cannot be made as part of the amendment application because, that will be exclusively required to be considered, depending upon, the adjudication to be made on the merits of the company appeal, and therefore, IA No. 499/2025, preferred in this company appeal, since it seeks a condonation of delay also, will not be tenable.

This argument may not be acceptable to this Appellate Tribunal for the reason being that, in the main company petition, in Interlocutory Application of IA(CA) No. 51/2023 and IA(CA) No. 47/2024, the prayer of same nature was not considered by the Ld. Tribunal thought it was directed to be considered when Company Petition is decided finally.

Rather, the amendment, which was sought to be incorporated in the relief clause, was inclusive of the aspect of condonation of delay in conducting the Annual General Meeting and filing of the Financial Statement and the Annual Returns for the said Financial Years. The only extension which has been made, by virtue of praying for an amendment is limited to adding one more financial year, which has also passed during the pendency of the proceedings before the Tribunal and before this Appellate Tribunal too.

The controversy, stood initiated by filing of a company petition, praying for conduct of AGM approval and filing of the financial statements for the Financial Years 2019-20 & 2020-21, but owing to the passage of time during the pendency of the petition, similar action for subsequent Financial Years upto FY 23-24 has also fallen due to be considered for deciding the proceeding under Section 97 of the Companies Act, 2013. Therefore, it cannot be said that, the condonation of delay as prayed for by way of an amendment by incorporating Financial Year 2023-24, runs contrary to the earlier amendment applications IA(CA) No. 51/2023 and IA(CA) No. 47/2024.

Rather, IA No. 499/2025 filed in the instant appeal would be in continuation to the earlier amendment applications, which were ordered by the Ld. Tribunal, to be considered at the stage of final hearing, but were closed without being considered on merits by the Ld. Tribunal while passing the final orders on 03.12.2024 which is impugned in this appeal. Thus, the Ld. Tribunal has proceeded to decide the matter by the impugned order of 03.12.2024, without even referring to the implication of the directions issued to consider the amendment application at the stage of final hearing and more particularly, when the docket order passed on 12.01.2024 declared that all other IAs pending, will be disposed of along with the main Company Petition. Further, Ld. Tribunal had closed the interlocutory applications i.e. IA(CA) No. 51/2023 and IA(CA) No. 47/2024, without passing any orders on them on merits.

It becomes all the more necessary for the Tribunal to have considered the amendment application atleast at this stage when the final order was being rendered in the company petition on 03.12.2024. Further, the amendment, which has been sought for, by filing IA No. 499/2025, does not change the nature of the case nor, it amounts to withdrawal of any admission, nor does it entail adducing of fresh evidence to decide the implications pertaining to the Financial Year 2023-24, which is being sought to be added in addition to the earlier Financial Years as it was already pleaded in the amendment application filed in the company petition. Since, the appeal is pending, the effect of the relief sought for, which is sub-judice before this Appellate Tribunal, will have a direct bearing on the subsequent Financial Year, i.e., 2023-24, which is being sought to be amended in the relief clause.

Because of the fact, that the nature of the amendment, only enables the Appellate Tribunal to better appreciate the controversy in its totality regarding the implication of the final judgment, if any, rendered in this company appeal, permitting the amendment as sought for may not adversely affect any legally accrued vital right of the Respondent.

Hence, the ‘amendment application’ would stand ‘allowed’. The Appellant is directed to carry out the necessary amendment in the relief clause within a period of two weeks from the date of receipt of the certified copy of this order.

List this Company Appeal on 01.08.2025.