V R G Constructions Pvt Ltd vs Vijayalakshmi Venkatachalam

6. Vairamani Aruna, Director M/s. V.R.G. Constructions (P) Ltd. No.134, A.V.M. Colony, 5th Cross Street, Virugambakkam, Chennai - 600 092. ...Appellants V

Comp App (AT) (CH) No.16/2025 Page 1 of 5 1. Smt. Vijayalakshmi Venkatachalam, W/o. Mr. Venkatachalam, D/o. Late Shri V. Rangaswamy, No.1, Srinivasa Nagar, Maduravoyal, Chennai - 600 095.

2. The Registrar of Companies, Shastri Bhavan, 25, Haddows Road, Chennai - 600 034.

3. Mr. Rangaswamy Krishnamurthy, S/o. Rangaswamy, Director-Share Holder, M/s. V.R.G. Constructions (P) Ltd. No.5, A.V.M. Colony, 5th Cross Street, Virugambakkam, Chennai - 600 092.

4. Thiyagarajan Thirugnanaselvi, Director-Share Holder, M/s. V.R.G. Constructions (P) Ltd. No.5, A.V.M. Colony, 5th Cross Street, Virugambakkam, Chennai - 600 092.

5. G. Geetha (Deceased) Shareholder, M/s. V.R.G. Constructions (P) Ltd. No.134, A.V.M. Colony, 5th Cross Street, Virugambakkam, Chennai - 600 092.

6. Subathra Sundar No. 5, A.V.M. Colony, 5th Cross Street, Virugambakkam, Chennai - 600 092.

7. Krithika Sundar (minor) No.5, A.V.M. Colony, 5th Cross Street, Virugambakkam, Chennai - 600 092.

8. Swathika, No. 5, A.V.M. Colony, 5th Cross Street, Virugambakkam, Chennai - 600 092.

Comp App (AT) (CH) No.16/2025 Page 2 of 5 9. Sathya, No.5, A.V.M. Colony, 5th Cross Street, Virugambakkam, Chennai - 600 092. ...Respondents

Present : For Appellants : Mr. K. Gowtham Kumar, Mr. A.N. Vijith & Ms. Krithikaa Suresh, Advocates ORDER

(Hybrid Mode) 13.02.2025:

The Appellant herein is an opposite party to the proceedings in the

Company Petition No.12/2021, preferred by the Respondents/Petitioners, before

the NCLT, Chennai Bench, being the proceedings, which have been drawn under

Section 59 of the Companies Act, 2013. It is that during the pendency of the

proceedings of the Company Petition, the Respondents/Petitioners had preferred

an application praying for amending the relief clause by insertion of a relief,

which has been sought for and extracted in the impugned order.

The amendment which was sought for by the Respondents/Petitioners was

opposed by the Appellant herein by filing an objection on various grounds

including that the nature of relief, which has been sought for could not be

permissible by way of an amendment because the same would otherwise be

barred by limitation and the amendment, which was sought for by the

Respondents/Petitioners herein was after realizing the lacunas, subsequent to the

filing of the Counter Affidavit by the Appellant in the principal proceedings.

Be that as it may, the law governing the field of inserting amendments in

the petitions lays down certain specified restrictions where, the amendment will

Comp App (AT) (CH) No.16/2025 Page 3 of 5 not be permitted to be carried out and wherever the amendments are permitted

the relevant rules are very limited in their application. Further, not all

amendments, which are permitted to be carried out including the nature of

amendment which is the subject matter of instant Company Appeal will constitute

a sufficient cause to invoke the Appellate provision under Section 421 of the

Companies Act, 2013. There cannot be any iota of doubt that Section 421(1) of

the Companies Act, 2013, as the appellate provision has been quite broad-based

by using the word, "any aggrieved person" and "by any order". The use of the

word "Order", by the legislature under Section 421, as per our opinion will only

be that order, which when passed during the pendency of the proceedings, decides

a material right of the parties and only such order would be amenable for

challenging under Section 421 of the Companies Act, 2013. But in the instant

case by virtue of the impugned order, Learned NCLT has merely permitted the

amendment to be carried out and the lis is yet to be decided. All objections, which

are to be taken by the Appellant, have been left open to be agitated, owing to the

fact that the Learned Tribunal has already observed that the Appellant may file

an additional reply to the amended prayer within the time period as specified

therein in the impugned order.

Allowing of the said amendment does not deprive the Appellant of his

rights, to put a contest to the relief sought for by way of an amendment, on merits.

Since we are of the view that the nature of the order which is subjected to

challenge under Section 421 of the Companies Act, 2013, in the instant Appeal,

Comp App (AT) (CH) No.16/2025 Page 4 of 5 is more or less interlocutory in nature having been passed during the pendency of

the principal proceedings to allow an application for amending the relief clause

in the petition, it will not fall to be within the ambit of 'order' under Section

421(1) of the Companies Act, 2013. Particularly, owing to the fact that all

contentions are still left open for the Appellant to be raised before the Learned

NCLT. Accordingly, we decline to exercise our Appellate Jurisdiction in

entertaining the instant appeal against the Impugned Order. The Appeal would

stand dismissed without prejudice to the rights of the Appellant being left open

to raise all contentions relating to the question of fact and law before the Learned

NCLT, as against the relief sought by Respondents/Petitioners which has been

incorporated by way of the amendment.

[Justice Sharad Kumar Sharma] Member (Judicial)

[Jatindranath Swain] Member (Technical) VG/TM/MS

Comp App (AT) (CH) No.16/2025 Page 5 of 5