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Judgment
28.02.2025: IA No.1249/2025
This an application being IA No.1249/2025 filed by the appellant under Rule 14 read with Rule 11 of the NCLAT Rules, 2016 seeking exemption from filing certified copy of the impugned order. The reasons for not filing the certified copy of the impugned order alongwith the appeal are stated in the application.
Considering the grounds stated in the application, IA is allowed subject to condition that the appellant will file the certified copy of the impugned order within two weeks from today.
IA No.1250/2025
This is an application being IA No.1250/2025 filed by the appellant under Rule 14 read with Rule 11 of the NCLAT Rules, 2016 seeking exemption from filing original/legible/fair/typed copies of dim/illegible annexures.
Considering the grounds stated in the application, IA is allowed subject to filing of legible copies of the annexures within two weeks from today. IA No.1250/2025 is allowed in terms of above.
Appeal
This appeal is against an impugned order dated 19.12.2024 whereby the first motion has since been allowed by the Ld. NCLT in a scheme of amalgamation sought under Section 232 read with Section 230 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 between LP Logistics Plus Chemical SCM Pvt Ltd with Trejhara Solutions Ltd and their respective shareholders and creditors. In the impugned order the Ld. NCLT directed meetings to be held of the equity shareholders of the first applicant company; the second applicant company as well as unsecured creditors.
The appeal is filed by challenging the impugned order stating inter alia the first motion ought not to have been allowed as it was obtained on the basis of fraudulent documents and also on the ground the certificate under Section 133 of the Companies Act, 2013 is not signed by the Statutory Auditor.
Be that as it may, the impugned order is only allowing of first motion and the applicant companies have been directed to serve notices to various stakeholders and meetings are yet to be conducted in compliance with the provisions of Section 230 of the Companies Act, 2013.
The learned senior counsel for Respondent has challenged this appeal on grounds of maintainability and submit if the appellants have any objection it should either file an application before the Ld. NCLT or may raise such objections during the course of meetings of stakeholders. Heard.
In Rainbow Denim Ltd Vs Rama Petrochemicals Ltd (2002) 10 Supreme Court Cases 498 the Hon’ble Supreme Court has held as under:-
5.The appropriate time for the company judge to consider the scheme is subsequent to approval thereof by the shareholders and creditors of the appellant-company. Therefore, the order of the learned company judge and the order under appeal must be set aside and liberty given to the appellant-company to move the High Court for directions for calling meetings of its shareholders and creditors for the purposes of considering and approving the scheme. Once that has been done, a further application will be required to be made before the learned company judge. That would be the appropriate time for the learned company judge to consider the scheme.
Considering the submissions made since the proceedings for amalgamation are still pending, it shall not be appropriate for this Tribunal to interfere in the matter. Objections, if any, the appellant has, be raised before the appropriate forum or in the meetings of stake holders. The appeal has no merit and is accordingly dismissed.
Pending applications, if any, are closed.