SOMABHAI DAMODARDAS PATEL Vs. LINCOLN PARENTERAL LIMITED

JUDGEMENT

(1.) This petition, has been filed by the petitioners praying for quashing and setting aside the impugned order dtd. 14/9/2021 (learnt on 25/9/2021) passed by the respondent no.3 in CP (CAA) 74 of 2020 in CA (CAA) 49 of 2020 and Company Application No.20 (AHM) of 2021.

(2.) Central to the issue is, the order dtd. 14/9/2021 passed by the National Company Law Tribunal (hereinafter referred to as 'the Tribunal') approving the scheme of merger/amalgamation. According to the petitioners, the cause list dtd. 14/9/2021, published on the website of the respondent no.3, did not contain the pronouncement of order in CP (CAA) 74 of 2020 in CA (CAA) 49 of 2020 and Company Application No.20 (AHM) of 2021. Therefore, the order has been passed behind the back of the petitioners; in violation of the National Company Law Tribunal Rules, 2016 (hereinafter referred to as the 'Rules of 2016'), so also in violation of the statutory and fundamental rights of the petitioners. This Court on 18/10/2021, after hearing the learned advocate for petitioners, issued the notice and ad-interim relief was granted staying the operation and implementation of the order dtd. 14/9/2021. The said order reads thus:-

(3.) Mr. S.N. Soparkar, learned Senior Advocate with Ms. Dharmishta Raval, learned advocate appearing for the respondent no.2, submitted that clause VIII of the order dtd. 14/9/2021, has directed the transferor company to cause a certified copy to be delivered to the Registrar of Companies (hereinafter referred to as the 'RoC') for registration within 30 days from the date of the receipt of the order and on certified copy being so delivered, the transferor company shall be dissolved and the RoC shall place all documents relating to the transferor company and registered with him on the file kept by him in relation to the transferor company and the files relating to the said companies, shall be consolidated accordingly. It is therefore, submitted that by virtue of the directions contained in the order dtd. 14/9/2021, the scheme of amalgamation has been implemented and once the scheme is implemented, the reversal is not possible as the transferor company is dissolved and no longer in existence and all the assets and liabilities are transferred in the name of the transferee company.