Banthia Consultancy vs Toray Kusumgar Advanced Textile ...

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NATIONAL COMPANY LAW APPELLATE TRIBUNAL PRINCIPAL BENCH NEW DELHI COMPANY APPEAL (AT) NO.29/2026 In the matter of: Banthia Consultancy Through its Legal Manager Mr. Devesh Bharatbhai Modi Appellant

Vs Toray Kusumgar Advanced Textile Pvt Ltd & Ors Respondent For Appellant: Mr. Dhiren R Dave, Advocate. For Respondent: Mr Munawwar Naseem and Ms Sanjana Dua, Advocates for R1. Mr. Kunjal Dalal, PCS for R-9 Mr Vishal Dewang, Advocate.

ORDER

HYBRID MODE 03.07.2026: The process fee has not been filed in terms of the order dated

03.03.2026 and as such Respondents No. 2 to 6 could not be served.

2. Ld. counsel for the Appellant submits he intends to delete Respondents

No.2 to 6. Considering the submission, the Respondents No.2 to 6 are deleted

from the array of the parties. Amended memo of parties be filed.

3. Ld. counsel for the appellant also submits he does not want to file any

rejoinder to the reply filed by Respondents No.1 and 9.

4. Final arguments were heard.

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5. This appeal has been filed against an impugned order dated 20.11.2025

whereby an IA No.133(AHM)2025 in CP/2(AHM)/2024 for bringing on record

certain documents by the appellant was dismissed.

6. The brief facts of the case are the appellant had filed company petition

No.2 of 2024 under Section 213 of the Companies Act, 2013 before the Ld. NCLT,

Ahmedabad against Respondent No.1 placing on record extensive documentary

evidence allegedly reflecting the affairs of the company being conducted in a

fraudulent, unlawful and oppressive manner, with intent to defraud creditors

and members.

7. The petition highlighted alleged serious statutory violations, including

illegal related party transactions, manipulation of statutory records, erosion of

net worth, absence of internal financial controls, illegal allotment of shares in

violation of Section 62, filing of false annual returns and improper appointment

of statutory auditors. The appellant sought directions for investigation under

Section 213, reference of large foreign currency transactions to SFIO and EOW,

and other consequential reliefs.

8. Upon considering the merits of the petition, Ld. NCLT issued notice to the

Respondents vide order dated 07.03.2024. Replies were subsequently filed by

the Respondents, and the Appellant filed rejoinder thereto, except to the later

filed reply of Respondent No. 8 and the report of the Registrar of Companies

(ROC), in respect of which rejoinders were yet to be filed. 3

9. Parallel to the main Company Petition, Appellant filed complaints of

professional misconduct before the Institute of Chartered Accountants of India

(ICAI) and the Institute of Company Secretaries of India (ICSI) against the

statutory auditor and company secretaries of R-1, who were instrumental in

manipulation of statutory records and filing of false forms.

10. Pursuant thereto, the Disciplinary Committee of the ICSI, after completion

of pleadings, issued a prima facie opinion dated 11.12.2024 vide order dated

25.09.2025 holding R-9 guilty of professional misconduct for issuing false

certifications in Forms MGT-7 and MGT-8 for FYs 2020-21 and 2021-22, thereby

allegedly substantiating the allegations made in the main petition.

11. To place this crucial and subsequent development on record, the Appellant

filed Interlocutory Application No. 133 of 2025 before the Ld. NCLT, seeking only

permission to place the said document on record, without seeking any

substantive relief against any Respondent.

12. However, the Ld. NCLT, vide its impugned order dated 20.11.2025,

dismissed the IA at the threshold on the erroneous premise thee pleadings in the

main petition stood completed and the matter was at the final stage of

adjudication. This was despite the fact on 13.11.2025 the Ld. NCLT had taken

on record the ROC report and the reply of R-8 and had expressly directed the

Appellant to file rejoinders thereto. The IA was dismissed without permitting

submissions and without considering its limited scope and relevance. 4

13. Appellant being aggrieved by the dismissal of the IA without adjudication

on merits, has preferred the present Appeal under Section 421 of the Companies

Act, 2013, seeking setting aside of the impugned order and remanding the IA to

Ld. NCLT for consideration on merits.

14. Learned counsel for the appellant has also referred to the order dated

13.11.2025 of the Ld. NCLT which reveals that the matter was kept on

29.01.2026 for completion of pleadings and at no stage the matter was listed for

hearing of the arguments but whereas if one looks at the impugned order dated

20.11.2025 one would find the Ld. NCLT had held the matter has already been

heard and is in the final stages of adjudication. It is the submission of the

learned counsel for the appellant that the additional documents viz the report of

the Disciplinary Authority of ICSI is a crucial document to be placed on record

for decision of the petition under Section 213 of the Companies Act, 2013. He

specifically referred to Section 213(b)(ii) of the Companies Act, 2013 as ground

for asking for investigation of accounts which reads as under:-

"persons concerned in the formation of the company or the management of its affairs have in connection therewith been guilty of fraud, misfeasance or other misconduct towards the company or towards any of its members; or

15. It is submitted the Respondent No.9 being the Company Secretary was in

management of the affairs of the company and prima facie found to be guilty of

misconduct on the allegations levelled by the appellant herein before the ICSI

and hence the said independent report is relevant and ought to have been 5

considered by the Ld. NCLT while disposing of the petition under Section 213 of

the Companies act, 2013.

16. Considering the fact that the instant application was brushed aside on the

ground the matter was at the final stage of adjudication but whereas it was listed

for 29.01.2026 only for completion of pleadings and thus the relevant

documents ought to have been considered to be taken on record so as to do

complete justice and to resolve the real controversy in the matter.

17. Considering the submissions we allow the appeal and remand the matter

to the Ld. NCLT directing IA No.133/2025 be heard on merit and thereafter the

matter be proceeded in accordance with.

18. The appealp stands disposed of.

19. Pending applications, if any, are also disposed of.

(Justice Yogesh Khanna) Member (Judicial)

(Mr. Ajai Das Mehrotra) Member (Technical) bm