Manjeera Construction Limited Through ... vs Manjeera Hospitality (Ra]Ahmundry) ...

NATIONAL COMPANY LAW APPELLATE TRIBUNAL AT CHENNAI (APPELLATE JURISDICTION) Company Appeal (AT) (CH) No. 53/2026 In the matter of: MANJEERA CONSTRUCTION LIMITED Through its Authorized Director Sh. Sandip Omprakash Agrawal Having its Registered Office at: 711, Manjeera Trinity Corporate, Beside Manjeera Mall, JNTU-Hitech City Road, Kukatpally, Hyderabad-500072 ... APPELLANT

V

1. MANJEERA HOSPITALITY (RAJAHMUNDRY) PVT. LTD. Sy No - 399, 399 /1, Atmakuru Village, Mangalagiri Mandal, Guntur, Andhra Pradesh, India - 520010 2. GAJIALA YOGANAND Director of Respondent No. 1 R/oPlot No. 18, Aswini Heights, Road No. 70, Jubilee Hills, Hyderabad - 500033. 3. GAJJALA VEENA Director of Respondent No. 1 R/o Plot No. 18, Aswini Heights, Road No. 70, Jubilee Hills, Hyderabad - 500033

4. VENKATA SATYANARAYANA MURTHY NAGAVARAPU Director of Respondent No. L R/o Plot No. 18, Aswini Heights, Road No. 70, Jubilee Hills, Hyderabad - 500033. ... RESPONDENTS

WITH

Company Appeal (AT) (CH) No. 54/2026

Comp App (AT) (CH) Nos. 53 & 54/2026 Page 1 of 9 In the matter of: MANJEERA CONSTRUCTION LIMITED Through its Authorized Director Sh. SandipOmprakasMgrawal Having its Registered Office at: 711, Manjeera Trinity Corporate, Beside Manjeera Mall, JNTU-Hitech City Road, Kukatpally, Hyderabad-500072 ... APPELLANT

V

1. MANJEERA HOSPITALITY (AMRAVATI) PRIVATE LIMITED Having its Registered Office at: Sy No. 399,399/1, Atmakuru Village, Mangalagiri Mandat Guntur, Andhra Pradesh, India - 522503 2. GAJJALA VEENA Director of Respondent No. 1 R/oPlot No. 18, Aswini Heights, Road No. 70, Jubilee Hills, Hyderabad - 500033. 3. GAJJALA PADMAJA Director of Respondent No. 1 R/o Plot No. 18, Aswini Heights, Road No. 70, Jubilee Hills, Hyderabad - 500033 4. MANJEERA HOTELS AND RESORTS PRIVATE LIMITED Having its Registered Office at: 711, Manjeera Trinity Corporate, Beside Manjeera Mall, JNTU-Hitech City Road, Kukatpally, Hyderabad-500072 5. REGISTRAR OF COMPANIES, VIJAYAWADA Having its office situated at 29-7-33, First Floor, Vishnuvardhanarao Street, Suryaropet, Vijayawada, Andhra Pradesh - 520002. ... RESPONDENTS

Present : For Appellant : Mr. Bilal Ali, Advocate

Comp App (AT) (CH) Nos. 53 & 54/2026 Page 2 of 9 ORDER

(Hybrid Mode) 09.06.2026:

Oral: Justice Sharad Kumar Sharma, Member (Judicial) A very peculiar and distinct issue that engages consideration in these two

company appeals is that the Appellant, who happens to be the petitioner of the

company petitions, questions the propriety of the impugned order rendered by the

Ld. NCLT (Single Member) in the appeals that were preferred by the Appellants,

by invoking the provisions contained under Rule 63 of the NCLT Rules, 2016, as

against the objection raised by the Registry of the Ld. NCLT at the stage of

scrutiny of the respective company petitions.

2. The provisions of Rule 63 of the NCLT Rules, 2016 reads as under: -

"63. Presentation and scrutiny of petitions or applications.- In case of the scrutiny of the petitions or applications as provided in Part III and elsewhere in these rules, if any person is aggrieved of the decision of the Registrar or such other officer officiating as the Registrar of the Benches, an appeal against the order of the Registrar shall be made within fifteen days of the making of such order to the President of the Principal Bench and at other places to any Member of the Bench designated by the President, and whose decision thereon shall be final."

3. Rule 63 of the NCLT Rules, 2016, in itself contemplates that when upon

scrutiny of a company petition presented before the Ld. Tribunal for its

registration, as per the provisions of Part III of the NCLT Rules, 2016, if any

defect is pointed out, the power has been vested with the "Registrar" or "other

Comp App (AT) (CH) Nos. 53 & 54/2026 Page 3 of 9 officer officiating as Registrar of the Benches", to consider the objection on

scrutiny and pass an order of either accepting to take the company petition to be

registered or decline to register the same but only after assigning reasons for such

decision at scrutiny level, which would be ministerial exercise of powers. The

law contemplates that, as against such order passed by the Registrar or such other

officer officiating the powers of the Registrar, an appeal is contemplated under

Rule 63 of the NCLT Rules, 2016, and that the said appeal is to be considered by

"any Member of the Bench designated by the President" to deal with such appeals

under Rule 63 of the NCLT Rules, 2016, which would constitute to be single

member, as it doesn't engage any judicial determination of any right or liabilities

of parties to the proceedings.

4. The procedure of the scrutiny as per Part III, as contained under Rule 63 of

the NCLT Rules, 2016, particularly, the law specifies only the endorsement of

the "scrutiny" of a petition, appeal or documents, as contemplated under Rule 28

(3) of the NCLT Rules, 2016, wherein it provides that, when there is a failure on

part of the Appellant to rectify the defects raised on scrutiny, the Registrar for

sufficient cause may return the said document for rectification or amendment to

the party filing the same, granting him reasonable time thereof to rectify such

defects, and that in case, the party fails to take steps to remove the defects within

the time fixed for the same, the Registrar may, for reasons to be recorded in

writing, decline to register the said pleading or document.

Comp App (AT) (CH) Nos. 53 & 54/2026 Page 4 of 9

5. The "Registrar" has been defined under Rule 2 (21) of the NCLT Rules,

2016, as "Registrar of the Tribunal and includes such other officer of the Tribunal

or Bench to whom the powers and functions of the Registrar is delegated " . The

functions and powers of the Registrar is included under Rule 17 of the NCLT

Rules, 2016, which is extracted hereunder: -

"17. Functions of the Registrar.- (1) The Registrar shall have the following functions, namely:-

(a) registration of appeals, petitions and applications;

(b) receive applications for amendment of appeal or the petition or application or subsequent proceedings.

(c) receive applications for fresh summons or notices and regarding services thereof;

(d) receive applications for fresh summons or notices and for short date summons and notices;

(e) receive applications for substituted service of summons or notices;

(f) receive applications for seeking orders concerning the admission and inspection of documents;

(g) transmission of a direction or order to the civil court as directed by Tribunal with the prescribed certificates for execution etc., and

(h) such other incidental or matters as the President may direct from time to time."

6. It is pertinent to note that, as per Rule 17 of the NCLT Rules, 2016, there

is no such power vested with the Registrar of NCLT to decide a question of law

affecting merits of a company petition filed before the concerned NCLT. Further,

Comp App (AT) (CH) Nos. 53 & 54/2026 Page 5 of 9 it doesn't contemplate or confer the power on the Registrar to adjudicate upon

any issue, which is legal in nature dealing with the question of maintainability or

any question as regards to that of rights of the parties, while passing an order of

either registering or refusing to register a petition / appeal.

7. This could be further elaborated that, since the power of adjudication has

not been contained under Rule 17 of the NCLT Rules, 2016, it cannot be self-

ordained, and accordingly the Registrar cannot take a call of deciding the issue of

maintainability of a petition / appeal, which is exclusively a legal issue, to be

decided on a judicial side by the Ld. Tribunal, which under its normal course of

business has to exercise its powers by constitution of a Division Bench. The

power of Registry of scrutiny under Rule 17 and appeal under Rule 63 of the

NCLT Rules, 2016, would be confined with regards to pointing out the

administrative, clerical or other procedural mistakes in the petitions / documents

filed and to asking for rectification of the same and to refuse to register the

pleading / documents in case rectification is not done within the time fixed. A

defect pointed out by the Registry which is not within the ambit of powers of the

Registrar under Rule 17 of the NCLT Rules, 2016, and which deals with the

question of maintainability will absolutely be a legal question which has to be

dealt with by a regularly constituted Bench on a judicial side.

8. In that eventuality, the declining of registering a company petition holding

it to be non-maintainable on the grounds of failure to submit proof of membership

Comp App (AT) (CH) Nos. 53 & 54/2026 Page 6 of 9 and non-compliance of statutory requirements will not fall to be under the

purview of scrutiny or non-rectification of a defect, to be falling under Rule 28(3)

to be read with Rule 63 of the NCLT Rules, 2016. This is a question that ought

to have been decided by the Division Bench of NCLT based on whatever

documents the Appellants had filed in their petitions. Further, non-holding of the

requisite percentage of shares by the shareholder who intends to file a petition,

i.e., the Appellants herein, would not be an absolute bar under the statute, for the

reason being that, the law itself carves out an exception, in the light of the

provisions and exceptions contained under Section 244 of the Companies Act,

2013, where any aspect of maintainability of a petition, requires a judicial

interpretation and it entails adjudication based upon the stipulations contained

under Section 244 of the Companies Act, 2013, and the circumstances of the case

as the case at hand is. It couldn't have been decided by the Registrar, who in

accordance with the powers vested with him under Rule 17 of the NCLT Rules,

2016, was not competent to deal with the question of maintainability and to

decline a petition on that pretext.

9. Besides that, as already observed by us, the issue of non-maintainability

will not be falling within an ambit of "non-rectification of a defect", due to which

the company petition was declined to be accepted. The Registry should have

numbered the petition, raised its objection and placed the petition before the

judicial side to be considered on its own merits by the regular bench competent

to decide the issue under Section 244 of the Companies Act, 2013.

Comp App (AT) (CH) Nos. 53 & 54/2026 Page 7 of 9

10. This facet was considered by the Hon'ble Apex Court in SLP (CRL.)

No.1832 of 2019, in the matters of P. Surendran Vs. State by Inspector of

Police. In that case the question of maintainability of an anticipatory bail was

remarked to be non-maintainable by the Registry of the High Court. The said

issue was decided and answered by the Hon'ble High Court in para. 10 & 11 of

the judgment, which reads as under: -

"10. Therefore, we hold that the High Court Registry could not have exercised such judicial power to answer the maintainability of the petition, when the same was in the realm of the Court. As the power of judicial function cannot be delegated to the Registry, we cannot sustain the order, rejecting the numbering/registration of the Petition, by the Madras High Court Registry. Accordingly, the Madras High Court Registry is directed to number the petition and place it before an appropriate bench.

11. Having said so, we make it clear that we have not expressed any views on the nature of the amendment, the standard of judicial review and the extent of justiciability under Section 18-A of the SC/ST Act, which is left open for the appropriate Bench to consider."

11. In view of what has been observed by us above, the company appeal is

'allowed', the impugned order dated 27.02.2026, would stand 'quashed' and the

matter is remitted back to the Registry of Ld. NCLT with the following

observations: -

(i) The Registry is to raise an objection, if any, qua the maintainability,

Comp App (AT) (CH) Nos. 53 & 54/2026 Page 8 of 9

(ii) The Registry will thereafter place the matter on the regular side

before the bench to be considered on the judicial side,

(iii) Thereafter, it will be open for the Ld. Tribunal to decide the question

of maintainability of the petition filed under Section 241 of the

Companies Act, 2013, by the Appellants, who claim to be the

shareholders of the Respondent No.1 Company based on their

pleadings and documents placed on record, including the question

of grant of exemption under the proviso to Section 244 (1) of the

Companies Act, 2013.

12. Subject to the above, the company appeals stands 'allowed' and the

impugned order stands 'quashed'.

[Justice Sharad Kumar Sharma] Member (Judicial)

[Jatindranath Swain] Member (Technical)

AR/MS/AK

Comp App (AT) (CH) Nos. 53 & 54/2026 Page 9 of 9