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Vardhman Polytex Limited vs Machinen Umwelttechnik ...

National Company Law Appellate Tribunal17 January 2025

Ratio decidendi

The rule this decision rests on

A party whose shares were to be purchased under a decree, and who is therefore interested in the execution proceedings, is a necessary and proper party to those proceedings, notwithstanding that the company in which the shares are held has entered corporate insolvency resolution process and its shares have been extinguished, since the question of its necessity turns on the decree rather than on the party's current corporate status. Where a necessary party cannot be located at the address shown in the execution application, the deletion of that party from the array of proceedings is not appropriate; the party should be served at the address recorded in its master data, and the executing court should proceed to serve it there. An order deleting a necessary party made without that party having been effectively served may be recalled to the extent of restoring the party to the array, and the recall does not prejudice the merits of the execution proceedings before the executing court.

Written by Miss Lucy from the judgment below, not taken from a headnote.

Judgment

As delivered

NATIONAL COMPANY LAW APPELLATE TRIBUNALPRINCIPAL BENCH, NEW DELHIComp. App. (AT) No.22 of 2025

IN THE MATTER OF: Vardhman Polytex Ltd. ....Appellant Vs. Machinen Umwelttechnik ....Respondents Transportanlagen Gesellschaft Gmbh & Anr.

Present: For Appellant: Mr. U.K. Chaudhary, Sr. Advocate with Mr. Mansumyer Singh and Gurpreet Singh, Advocates For Respondent: Mr. Rohit Sud and Ms. Vriti Gujral, Advocates for R-1

ORDER

(Hybrid Mode)

17.1.2025 - I.A. No.341 of 2025

This is an application seeking exemption from filing the certified/ true

typed/ translated copies of the dim and illegible annexures. The application is

allowed subject to filing of legible copies within two weeks.

Main Appeal

2. This Appeal is against an impugned Order dated 2nd January, 2025

whereby an application for recall of an earlier Order dated 12th September, 2024

was rejected.

3. Vide Order dated 12th September, 2024, at the request of the Respondent,

the Company namely Ms. F.M. Haemmerle Textiles Limited (FMHT, in short) was

deleted from the array of the execution.

2

4. It is the submission of the learned Senior Counsel for the Appellant that

FMHT was a proper and necessary party since as per the decree, the Appellant

was to make payment for purchase of shares of MUT which MUT held in M/s.

FMHT. It is alleged by the Appellant that M/s. FMHT went into CIRP and shares

of both MUT as well as VPL have since been extinguished. However, this is not a

dispute before us and we do not intend to say anything on it. Suffice to say since

the shares of M/s. FMHT were to be purchased by the Appellant, hence it cannot

be said M/s. FMHT is not necessary and proper party before the learned

executing Court. We have also heard the learned Counsel for the Respondent

wherein it is submitted they had made their best efforts to serve M/s. FMHT

including by publication but since M/s. FMHT was not coming forward before

the learned executing Court, they made a statement they do not intend to take

execution any further against M/s. FMHT.

5. The learned Senior Counsel for the Appellant says the address of the FMHT

as given in the execution application is similar to the address of the VPL - the

Appellant herein. However, if one peruse the master data of FMHT (page 572),

the correct address of FMHT is given as "Office no.4, 2nd Floor, Guru Har Rai

Complex, Industries Estate Road, Near Manju Cinem, aDholewal, Ludhiana,

Ludhiana, Punjab, India 141003", hence it is one of the submissions of the

learned Senior Counsel for the Appellant no service is done as per the master

data.

Comp. App. (AT) No.22 of 2025 3

6. Considering the above, it would be appropriate the Order dated 12th

September, 2024 is recalled to an extent M/s. FMHT shall remain as Respondent

No.2 before the executing Court and the executing Court may now serve the said

Respondent at the address as above, given in the master data.

7. Since the learned Counsel for the Respondent says there has been much

delay, it would be appropriate if the proceedings are concluded expeditiously by

the learned NCLT in a time bound manner, hence on service of M/s. FMHT, the

learned NCLT may endeavour to complete the proceedings before it within eight

weeks thereof.

8. With these observations, we dispose of the Appeal. The pending

applications are also disposed of.

9. Needless to say anything stated above shall not affect the merits of the

case before the learned executing Court.

[Justice Yogesh Khanna] Member (Judicial)

[Ajai Das Mehrotra] Member (Technical) rs/km

Comp. App. (AT) No.22 of 2025

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