G Ravishankar vs S Radhkrishnan R2

NATIONAL COMPANY LAW APPELLATE TRIBUNAL AT CHENNAI (APPELLATE JURISDICTION) IA No. 499/2025 IN Company Appeal (AT) (CH) No. 36/2025 In the matter of: MR. RAVI SHANKAR GOPALAKRISHNAN S/o. Sri. S. Gopalakrishnan Nair, aged 42 years; R/o.204/205, Morning Glory, Nagarjuna Dream Land, Komapally, Secunderabad - 500 014 ...APPELLANT V 1. M/S. HYDERABAD POLLUTION CONTROLS LIMITED (a company registered under the Companies Act, 1956) 90/G, Phase-I, IDA, Jeedimetla, Hyderabad-500 055, Telangana

2. MR. S. RADHAKRISHNAN, S/o. Late Sri.G.Sankaran Nair, aged 66 years R/o. 83/B, Vengal Rao Nagar, Hyderabad-500 038, Telangana

3. MRS. V. THARA, W/o. S. Radhakrishnan, aged 57 years R/o. 83/B, Vengal Rao Nagar, Hyderabad-500 038, Telangana. ...RESPONDENTS Present : For Appellant : Mr. K Rajendran, Advocate For Respondent : Dr. S V Rama Krishna, Advocate for R2 & R3

ORDER

(Hybrid Mode) [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

IA No. 499/2025 in Company Appeal (AT) (CH) No.36/2025 Page 1 of 8 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.

2. 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

IA No. 499/2025 in Company Appeal (AT) (CH) No.36/2025 Page 2 of 8 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.

3. 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: -

1. "Condone the delay (i) in conducting Annual General Meetings (ii) in filing the Financial Statements and the Annual Returns of/by the Respondents Company for the Financial Years 2019-2020, 2020-21, 2021-22 and 2022-23.

2. Direct the Respondent Company to convene and conduct the Annual General Meeting, consider/adopt the Financial Statements for the Years 2019-2020, 2020-21, 2021-22 and 2022- 23 and also file the Financial Statements and Annual Returns with the Registrar of Companies for the said Financial Years"

4. 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.

IA No. 499/2025 in Company Appeal (AT) (CH) No.36/2025 Page 3 of 8

5. 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.

6. 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: -

1. "Condone the delay (i) in conducting Annual General Meetings (ii) in filing the Financial Statements and the Annual Returns of/by the Respondents Company for the Financial Years 2019- 2020, 2020-21, 2021-22, 2022-23 & 2023-24.

2. Direct the Respondent Company to convene and conduct the Annual General Meeting, consider/adopt the Financial Statements for the Years 2019-2020, 2020-21, 2021-22, 2022-23 & 2023-24 and also file the Financial Statements and Annual Returns with the Registrar of Companies for the said Financial Years"

7. 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

IA No. 499/2025 in Company Appeal (AT) (CH) No.36/2025 Page 4 of 8 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.

8. 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.

9. 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.

IA No. 499/2025 in Company Appeal (AT) (CH) No.36/2025 Page 5 of 8

10. 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.

11. 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.

12. 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

IA No. 499/2025 in Company Appeal (AT) (CH) No.36/2025 Page 6 of 8 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.

13. 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.

IA No. 499/2025 in Company Appeal (AT) (CH) No.36/2025 Page 7 of 8

14. 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.

15. 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.

[Justice Sharad Kumar Sharma] Member (Judicial)

[Jatindranath Swain] Member (Technical)

15/07/2025 SN/RS

IA No. 499/2025 in Company Appeal (AT) (CH) No.36/2025 Page 8 of 8