Vijay Kumar Goyal & Ors vs M/S. Krishna Metal Industries Pvt. Ltd. ...

National Company Law Appellate Tribunal Principal Bench, New Delhi COMPANY APPEAL (AT) No. 58 of 2020 (Arising out of Order dated 10th February, 2020 passed by National Company Law Tribunal, Hyderabad Bench-I, in I.A. No. 913 of 2019 in TP No. 07/HDB/2016 (C.P. No. 38 of 2006).)

IN THE MATTER OF:

1. Vijay Kumar Goyal, Old No. 30, Rajasekharan Street, Mylapore, Chennai - 600004. ...Appellant No. 1

2. Bhushan Goyal, Old No. 30, Rajasekharan Street, Mylapore, Chennai - 600004. ...Appellant No. 2

3. Vishal Goyal, 62, Ambience Fort, Attapur, Hyderabad - 500048. ...Appellant No. 3

4. Sudha Goyal, Old No. 30, Rajasekharan Street, Mylapore, Chennai - 600004. ...Appellant No. 4

Versus

1. M/s. Krishna Metal Industries Pvt. Ltd., R/o. 16-6-824/1, Karwan Road, Hyderabad - 500028 (TG). ...Respondent No. 1

2. Girish Gupta, 12-2-713, Nanal Nagar, Hyderabad - 500028 (TG). ...Respondent No. 2

Appellants: Mr. Satish Parasaran, Sr. Advocate alongwith Mr. Ravi Raghunath, Ms. Aakash Lodha, Mr. Subhang P. Nair and Mr. Vishal Goyal, Advocates. Respondents: Mr. D. Abhinav Rao & Mr. Gaurav Mitra, for R-1. Ms. Monalisha Kosaria, for R-1 & R-2. Mr. S. Chidambaram, for R-2. -2-

JUDGEMENT

[Per; Shreesha Merla, Member (T)]

1. This Appeal has been preferred under Section 421 of the Companies

Act, 2013, challenging the Impugned Order dated 10.02.2020 passed by

NCLT (National Company Law Tribunal, Hyderabad Bench 1) in I.A. No. 913

of 2019 in TP No. 07/HDB/2016 (earlier C.P. No. 38 of 2006). By the

Impugned Order, NCLT has allowed the Respondents Application observing

as follows:-

"35. We have seen the voluminous documentary evidence placed by the Applicants, not only in this Application but also in the counter filed in IA 1152 of 2019. There is sufficient proof filed by the Applicants that money was borrowed from the corporate lenders. It is true that the said money is to be discharged. The apprehension of the 1st Applicant Company is well founded that in any case the debt due to the Corporate Lenders are not paid there is every possibility, the lenders may take coercive action against 1st Applicant Company for recovery of their dues. The letter written to the 1st Applicant Company indicate the intention of the Lenders. Since, the order passed by the CLB is causing difficulty for the 1st Applicant Company to sell its assets to discharge the debt due to the lenders but the share capital of the Company can be enhanced, in which event all the shareholders are equally entitled to participate in the rights issue according to their shareholding under Section 62 (1) of the Companies Act, 2013. There is need for the 1st Applicant Company to raise additional share capital to enable the company to discharge the loans borrowed from the lenders in order to safeguard the interest of the Company and also in the interest of the shareholders. The request of the Applicant to raise Additional Capital by going for rights issue which is justified. Sufficient foundation is laid by the Applicant for raising the share capital. We do not find any ground to deny this request of the Applicants. Therefore, we permit the Applicants to go for rights issue.

36. No prejudice will be caused to the Respondents if 1st applicant is allowed to go for rights issue. It will be

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in proportion to the shares held by all the shareholders including Respondents.

37. It is true that there is status-quo order passed by the CLB as well as Civil Court with regard to the assets of the Company. Therefore, 1st Applicant Company cannot sell any of its assets to discharge the debt due to the lenders. The only way to discharge the debt of the Creditors is to raise Additional Capital by issuing shares to the existing shareholders and for which purpose the order dated 07.12.2006 passed by the CLB directing the company to maintain status-quo with regard to shareholding pattern, is to be relaxed by permitting the 1st Applicant Company to go for rights issue according to the provisions of Section 62 of the Companies Act, 2013.

38. We are making it very clear that relaxation of order dated 07.12.2006 is for the limited purpose of raising Additional Capital by issuing Additional Shares for discharging the debt due to the creditors and after completing the process, the order passed by the erstwhile CLB as regards to the status-quo of shareholding pattern will continue. However, the persons acquiring shares in pursuance of Rights Issue cannot exercise additional voting rights to the extent of shares accrued in the Rights Issue until further orders or till disposal of the main petition, whichever is earlier.

39. The Application is accordingly disposed of with above directions."

2. Submissions of the Learned Counsel appearing on behalf of the

Appellant:

 Vide Order dated 06.08.2018, this Tribunal directed NCLT to refer the

party to mediation, and in the event that mediation fails, NCLT was

directed to expeditiously dispose of the Company Petition on merits. It

is submitted that as mediation between the Parties had failed, the

matter was listed for hearing on 23.10.2019, as on which date, three

Company Applications filed by the Appellants, were pending for final

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hearing. At this stage, the Respondents preferred this Impugned

Application dated 20.09.2019.

 Learned Counsel vehemently contended that the proposed Right Issue

is for a mala fide purpose and is the modus operandi to siphon further

funds from the first Respondent Company. It is submitted that the

Application was filed seven months after the demands were made by

the purported Lenders/Creditors on 28.02.2019, 22.04.2019 and

07.09.2019.

 There was no necessity for arranging funds of alleged

loans/borrowings as the first Respondent Company had shut down its

operations for more than 20 years. The Learned Counsel placed

reliance on the Commissioner's Report dated 10.04.2019 which states

as follows:-

o no manufacturing activity was observed in the factory premises

and it was learnt that manufacturing activity stopped since

1991 as no HT power was available and only lighting power was

available in the office premises.

o all movable items lying in the factory are old and rusty.

It is submitted that the alleged loans were taken from companies

managed by the brother-in-law of second Respondent and whose

Director was also related to the second Respondent. Namely M/s.

Rarefab Textiles Private Limited and M/s. Image Dealcom Private

Limited are the companies where Mr. Laxmikant Lath and Mr. Prateek

Pradeep Runtga are Directors and are related to the second

Respondent.

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 The said loans were availed during the pendency of the concerned

Company Petition alleging misappropriation and divergent of funds by

the second Respondent. NCLT had based its observations only on the

Statements of Account which were prepared by the Respondent

themselves several years after the filing of the Company Petition No.

38 of 2006 and therefore are not admissible as reliable events in the

present proceedings.

 The Appellants also filed a Company Application No. 1 of 2015 where

the contents of the Balance Sheet of the first Respondent Company

was contested.

 The debts of the alleged loans do not match with the dates specified by

the alleged Lenders and the same is evident from the fact that the

Respondent had pleaded in the Impugned Application that there was a

substantial increase in the turnover of the first Respondent from the

year 2011-12 onwards, though the alleged Creditors have stated that

the said amounts were given in the year 2013-14 by (M/s. Image

Dealcom Private Limited) and in the year 2015 (M/s .Rarefab Textiles

Private Limited); and that the Impugned Order did not give any

reasons with respect to the said discrepancy.

 The Annual Report of the first Respondent Company for the year

ending 31.03.2013, 31.03.2014, 31.04.2015 and year ending

31.03.2019 do not evidence any such alleged loans/borrowings from

the purported Lenders i.e. M/s. Image Dealcom Private Limited and

M/s. Rarefab Textiles Private Limited.

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 The Bank Statements of M/s. Axis Bank and M/s. City Union Bank

are for the period of one day each only and show individually limited

transactions. It is denied that the alleged borrowings were grouped

under 'Sundry Creditors' from M/s. Image Dealcom Private Limited

and as 'unsecured loans from others' from M/s. Rarefab Textiles

Private Limited. The Learned Counsel placed reliance on page 862 in

Volume IV to show that a sum of Rs.40 Lakhs/- was received from

M/s. Image Dealcom Private Limited on 06.01.2014, from which Rs.5

Lakhs/- was given back to M/s. Image Dealcom Private Limited and

Rs.35 Lakhs/- was given to one M/s. Sunil Industries Limited. It is

submitted that the Directors of M/s. Image Dealcom Private Limited

are the sons of the Directors of M/s. Sunil Industries Ltd., and are the

relatives of the second Respondent herein.

 The Notice of Rights Issue dated 13.02.2020 which was received by

the Appellant on 17.02.2020 and the Rights Issue remained open from

19.02.2020 to 04.03.2020. The present Appeal was filed on

24.02.2020 and was first listed on 28.02.2020 and thereafter this

Tribunal vide Order dated 02.03.2020 directed that Status Quo shall

maintain in regards to the Rights Issue.

 The Learned Counsel strenuously argued that there is no material on

record to support the Respondent's case that they had subscribed to

the Rights Issue and brought in money on 25.02.2020 and on the

same date used the money to pay the principal amount due, to the

purported Creditors/Lenders. It was also submitted that this fact was

never disclosed to this Tribunal that the Respondent group had paid

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the principal amount on 25.02.2020, despite the fact that this

Tribunal had directed Status Quo on 02.03.2020.

 Learned Counsel quoted that there are three Company Applications

filed by them namely:-

o C.A. No. 104 of 2008 seeking direction for appointing of an

Auditor to verify the Books of Accounts of the Company.

o C.A. No. 24 of 2010 seeking a direction to place on record the

Fixed Asset of the Company and the proceeds of sale of

machinery.

o C.A. No. 01 of 2015 praying for inspection of Books and Records

etc.

It is contended that NCLT had wrongly decided the Application

preferred by the Respondents without deciding the aforenoted pending

Application, despite the Appellants having mentioned the Applications

for listing in their memo dated 04.01.2019.

3. Submissions of Learned Counsel appearing on behalf of

Respondent No.1:

 Learned Counsel submitted that the Rights Issue by the first

Respondent Company was necessary to repay the inter-corporate

loans amounting to Rs.1.10 Crores/-.

 The ledger extracts of M/s. Image Dealcom Private Limited and M/s.

Rarefab Textiles Private Limited, certified by the Auditor, discloses the

outstanding dues of Rs.80 Lakhs/- and Rs.30 Lakhs/- respectively as

on 31.03.2019. The Balance Sheets of the Company in the year 2019

and the earlier years were never challenged by the Appellants herein.

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 Both the Corporate Lenders vide letters dated 28.02.2019, 22.04.2019

sought repayment of the entire amount along with interest at the

earliest and therefore there was an urgent need to repay this inter-

corporate loans. These are genuine loans and are reflected in the

Books of Accounts. Learned Counsel placed reliance on the following

table to substantiate his contention that 'Sundry Creditors' include

Trade Creditors and Financial Creditors and that as the Company paid

advance money to the suppliers, this advance is reflected as Debit

Balance and 'Sundry Creditors', and this advance reduced the Credit

Balance of the 'Sundry Creditors':-

Financial Year Gross Debit in Gross Credit in Net Balance Sundry Sundry reflected in Creditors Creditors Balance Sheets (Credit - Debit) 2013-14 0.00 83,03,280.00 83,03,280.00 2014-15 66,85,103.00 92,18,596.00 25,33,493.00 2015-16 46,88,079.00 96,81,649.00 49,93,570.00 2016-17 28,97,578.95 82,66,441.75 53,68,862.80 2017-18 95,186.00 80,94,944.00 79,99,758.00

 It is submitted that the turnover increased substantially after

receiving the inter-corporate loans.

 On account of the Status Quo Orders on the immovable properties of

the Respondent No. 1 Company, the Rights Issue was the only option

to raise Additional Capital to pay Company these outstanding inter-

corporate loans. The Rights Issue does not cause any prejudice and

their interests have been protected by NCLT.

 The loans borrowed from Corporate Lenders do not fall within the

ambit of 'related party transactions' under Section 2(76) of the

Company Appeal (AT) No. 58 of 2020 -9- Companies Act, 2013. Both the Companies have different registered

offices operating since different time periods and Section 188 of the

Companies Act, 2013, clearly lays down the nature of transactions

which are covered within the ambit of 'related party transactions' and

the subject inter-corporate borrowings do not fall under its purview.

4. Submissions of the Learned Counsel appearing on behalf of the

Respondent No. 2:

 Learned Counsel for the second Respondent submitted that I.A. No.

913 of 2019, the subject Application was filed by the Respondent

before NCLT seeking for raising Additional Capital by way of Rights

Issue on appropriate basis under Section 62 of the Companies Act,

2013. The Company needed funds to repay the inter-corporate loans

of Rs.1.10 Crores/- as demanded by the Lenders; the Company could

not raise loans from Banks and other Financial Institutions in view of

the 'Status Quo' Orders on the immovable properties in the main

Petition and also in the HUF Petition case pending in the City Civil

Court, Hyderabad and that the Company was unable to raise funds

from the Financial Institutions on account of the ongoing litigation.

 Learned Counsel submitted that the Company received funds through

RTGS from M/s. Image Dealcom Private Limited in the FY 2013-14

and from M/s. Rarefab Textiles Private Limited in the FY 2015-16. He

drew our attention to pages 873 and 863 of the Appeal Book to

demonstrate that the amounts were received through RTGS.

 Learned Counsel also drew our attention to the Ledger Account which

showed an outstanding of Rs.80 Lakhs/- as on 31.03.2019 and Rs.30

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Lakhs/- as on 31.03.2019 in the books of M/s. Image Dealcom Private

Limited and M/s. Rarefab Textiles Private Limited respectively.

 It is submitted that the loans from M/s. Image Dealcom Private

Limited was grouped under 'Sundry Creditors' till FY 31.03.2018 and

the loan from M/s. Rarefab Textiles Private Limited was group under

'unsecured loan from others' till FY ending 31.03.2018. TDS

certificates were issued by the Company to the said Lenders. The

Company also borrowed from M/s. Sunil Industries Limited in FY

2011-12 and repaid the same in the year 2015 and the same has also

been observed by NCLT in the Impugned Order.

 It is submitted that only on account of receipt of funds, there was

substantial increase in the turnover of the Company from Rs.83,350/-

to Rs.14.51 Crores/- from FY 2009-10 to FY 2018-19 and a dividend

of 10% per year was repaid over the last two Financial Years. It is

submitted that the Rights Issue will not cause any prejudice to the

Appellants as NCLT has permitted only pro rata issue of Rights Shares

to all the Shareholders; no Voting Rights for the Rights Shares till the

disposal of the Company Petition and therefore this Appeal has no

merits and is to be dismissed.

 Learned Counsel further submitted that the Lenders are not related

parties; and that the Company had pledged the Fixed Deposits and

availed overdraft and hence could not use the same for payment of the

loan amounts.

 The Learned Counsel placed reliance on the following case laws:-

Company Appeal (AT) No. 58 of 2020 -11-

o 'Shri V.S. Krishnan & Ors.' Vs. 'M/s. Westfort Hi-Tech Hospital'

(2008) 3 Supreme Court Cases 363 - para 37 & 38.

o 'Tin Plate Dealers Association Pvt. Ltd. & Ors.' Vs. 'Satish

Chandra Sanwalka & Ors.' (2016) 10 Supreme Court Cases 1 -

para 28.

Assessment:

5. It is the main contention of the Appellant that the loans/borrowings

raised are not genuine and that they are 'related party transactions'. It is the

case of the Respondents that the first Respondent Company borrowed a sum

of Rs.18 Lakhs/- from M/s. Image Dealcom Private Ltd. in FY 2013-14 and

Rs.30 Lakhs/- from M/s. Rarefab Textiles Private Limited in the year 2015

for business operations of the Company. The material on record shows two

letters dated 28.02.2019 and 22.04.2019 addressed by M/s. Image Dealcom

Private Limited and M/s. Rarefab Textiles Private Limited to the first

Respondent Company demanding repayment of the loan with interest.

Annexure A-26 which is the letter dated 22.04.2019 also acknowledges

receipt of Rs.8,64,000/- on 30.03.2019 towards interest for FY 2018-19 and

further seeks the TDS certificate for an amount of Rs.96,000/- deducted

towards TDS. It is the case of the Respondents that subsequent to raising of

the loans their turnover in the FY 2010-11, 2012-13, 2013-14 and 2014-15

has increased substantially. The Learned Counsel drew our attention to the

relevant table depicting the turnover to substantiate his argument. At this

juncture, it is relevant to reproduce one such TDS certificate Annexure 04:-

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Company Appeal (AT) No. 58 of 2020 -13-

Company Appeal (AT) No. 58 of 2020 -14-

6. The aforenoted TDS certificates specify the Name and Address of the

deductor as 'M/s. Krishna Metal Industries Private Limited' (the first

Respondent Company) and the Name and Address of the deductee as M/s.

Image Dealcom Private Limited Mumbai and as M/s. Rarefab Textiles Private

Limited respectively. The Auditor's statement at pages 864 and 865 Volume-

V of the Paper Book show that the loan from Ms. Image Dealcom Private

Limited was grouped under 'Sundry Creditors' and the loan from M/s.

Rarefab Textiles Private Limited was grouped under 'Unsecured Loans from

others' till the FY ending on 31.03.2018. It is an undisputed fact that the

Company received funds through RTGS from M/s. Image Dealcom Private

Limited in the FY 2013-14 and from M/s. Rarefab Textiles Private Limited in

FY 2015-16 totalling to Rs.1.10 Crores./- The Ledger Account of the

Respondent Company for the year 2013 to 31.03.2019 of M/s. Image

Dealcom Private Limited shows that there is an outstanding amount of

Rs.1,30,51,188/- and the Ledger Account pertaining to M/s. Rarefab

Textiles Pvt. Ltd. for the period 01.04.2015 to 31.03.2019 shows that the

loan was being serviced and the outstanding balance is Rs.30,00,000/-. The

documentary evidence on record also shows that the Company borrowed

from M/s. Sunil Industries Ltd. in FY 2011-12 and repaid the same in the

year 2015.

7. Section 2(76) of the Companies Act, 2013, reads as under:-

"2. Definitions.--In this Act, unless the context otherwise requires,--

............................................................................. (76) "related party", with reference to a company, means--

(i) a director or his relative;

(ii) a key managerial personnel or his relative;

Company Appeal (AT) No. 58 of 2020 -15-

(iii) a firm, in which a director, manager or his relative is a partner;

(iv) a private company in which a director or manager [or his relative] is a member or director;

(v) a public company in which a director or manager is a director [and holds] along with his relatives, more than two per cent. of its paid-up share capital;

(vi) any body corporate whose Board of Directors, managing director or manager is accustomed to act in accordance with the advice, directions or instructions of a director or manager;

(vii) any person on whose advice, directions or instructions a director or manager is accustomed to act:

Provided that nothing in sub-clauses (vi) and (vii) shall apply to the advice, directions or instructions given in a professional capacity;

(viii) any body corporate which is -

(A) A holding, subsidiary or an associate company of such company;

(B) A subsidiary of a holding company to which it is also a subsidiary; or (C) An investing company or the venture of the company.

Explanation.- For the purpose of this clause, "the investing company or the venture of a company"

means a body corporate whose investment in the company would result in the company becoming an associate company of the body corporate;]

(ix) such other person as may be prescribed;.............."

8. It is the Appellant's case that the Directors of M/s. Image Dealcom

Pvt. Ltd. are the sons of the Director of M/s. Sunil Industries Limited. The

inter se relationship between the Corporate Lenders is of no significance

here. The Appellant's contention that their Directors are also related to the

second Respondent is not substantiated by any tenable material. The nature

of relationship between the Corporate Lenders and the second Respondent

has also not been explained or corroborated by any documentation and we

observe that the said loans do not fall within the ambit of the definition of

'Related Party Transactions' as envisaged under Section 188 of the

Company Appeal (AT) No. 58 of 2020 -16- Companies Act, 2013. Be that as it may, keeping in view the Ledger

Accounts, the Balance Sheets, we are of the considered view that the

Respondents have sufficiently substantiated their contention that the money

received from the two Corporate Lenders was a genuine loan.

9. Now we address ourselves to the argument of the Appellant that when

there were Fixed Deposits available there were no reasons for the

Respondent Company to have raised these borrowings. We find force in the

contention of the Learned Counsels for the Respondents that in the schedule

attached to the Balance Sheet, as on 31.03.2019, under 'other goodwill

liabilities' the details of overdraft taken have been clearly specified. As far as

the issue whether the amount borrowed by the Respondent Company was a

genuine loan, we agree with the finding of the NCLT that the documents filed

by the Applicant in I.A.1152 of 2019 wherein they were arrayed as

Respondents, that the first Applicant started availing inter-corporate loans

for the benefit of the Company and for doing business and in these

circumstances it is difficult to believe the contention of the Appellants that

the borrowing from the Lenders is suspicious. Further, the contention of the

Appellants that the Commissioner's Report dated 10.04.2009 was not taken

into consideration is not relevant in this factual matrix, especially keeping in

view that the loans were taken in the year 2011, 2013, 2014 and 2015 and

the increase in turnover is not disputed. The submission of the Learned

Counsel for the Appellants that C.A. No.104 of 2008 seeking for appointment

of the Auditor to verify the Books of Accounts of the Companies; C.A. No.24

of 2010 seeking for a direction to place on record the Fixed Assets of the

Company and proceeds of sale on machinery and C.A. No. 01 of 2015

Company Appeal (AT) No. 58 of 2020 -17-

praying for extension of books and records are pending and ought to have

been decided as they have material bearing on the reliefs claimed in the

Application, is untenable as this Impugned Order deals with the aspect of

Rights Issue only and NCLT has only given a limited direction for raising

Additional Capital by issuing Additional Shares but did not allow exercise of

additional Voting Rights to the extent of the shares accrued in the Rights

Issue. Further, the main petition and all the I.As filed by the Appellants are

pending before the NCLT for Adjudication and therefore we refrain from

making any observations on the appointment of Auditor or valuation of

assets or otherwise.

10. Now we address ourselves to whether NCLT was justified in directing

the Rights Issue, keeping in view the factual matrix of this case. The

material on record evidences that there is a 'Status Quo' Order passed by the

III Additional Chief Judge, City Civil Court, Hyderabad in I.A. No.2371 of

2005 in OS No.328 of 2005, whereby and whereunder the City Civil Court

restrained Company from alienating, transferring or encumbering the

immovable property in any manner pending disposal of the Suit. The

Company Law Board vide Order dated 14.07.2006 directed the Company to

maintain 'Status Quo' in regard to the immovable properties held in the

name of the Company, until further Orders. Annexure A-9, also establishes

that there was a 'Status Quo' Order passed by Additional Principal Bench,

Chennai, Company Law Board, on 07.12.2006 to be maintained in regard to

the shareholding pattern until further Orders.

11. The Hon'ble Supreme Court in 'Shri V.S. Krishnan & Ors.' Vs.

(Supra) has observed as follows:-

Company Appeal (AT) No. 58 of 2020 -18-

"As rightly pointed out that CLB missed a most basic principle of Section 397, namely, that mere unfairness does not constitute oppression. When the petitioners were given the right to subscribe to the 'rights issue' along with all others in the same proportion, no prejudice, whatsoever, could have been caused to them. It is not in dispute even by the petitioners that the need for more funds was an admitted position. In Needle Industries (supra) this Court has pointed out if there is a need for funds the fact that the directors have incidentally enriched themselves would not entail a court to set aside the issue of shares. In fact, no unfair prejudice has been caused to the petitioners. The CLB failed to take note of all these vital aspects and relied on irrelevant materials. Apart from these, it is pointed out that the company having turned the corner and doing well, it would be fair exercise of discretion by this Court not to interfere with the High Court judgment.

In the light of the above discussion, we are of the view that the impugned judgment of the High Court is fair to both sides and safeguards the interest of the directors and shareholders; hence there is no valid ground to interfere under Article 136 of the Constitution of India. Consequently, the main appeal filed by V.S. Krishnan and Others fails and the same is dismissed. In view of the said conclusion, other appeals are also dismissed. No costs."

12. Keeping in view the Status Quo Orders of the III Additional Chief

Judge, City Civil Court, Hyderabad dated 05.10.2005 and that of the

Company Law Board dated 14.07.2006 and having regard to the fact that we

have held that the inter-corporate loans were genuine and observe that if the

debt due is not paid, there was a possibility that the Lenders could have

taken coercive action for the recovery of their dues, we are of the opinion

that the prayer sought for by the Respondents seeking Additional Capital by

going for Rights Issue, is justified. When there is a need for funds and there

is a 'Status Quo' Order restraining the Company from sale of any immovable

property, the direction given by NCLT to allow the Respondent Company to

Company Appeal (AT) No. 58 of 2020 -19-

raise Additional Capital by issuing Additional Shares for discharging the

debt due to the Creditors is upheld. NCLT has noted in the concluding para

that the person acquiring shares in pursuance of Rights Issue cannot

exercise additional Voting Rights to the extent of shares accrued in the

Rights Issue until further Orders or till disposal of the main Petition,

whichever is earlier.

13. We find no illegality or infirmity in the well-reasoned Order of the

NCLT and therefore this Appeal fails and is accordingly dismissed. No Order

as to costs.

[Justice Anant Bijay Singh] Member (Judicial)

[Ms. Shreesha Merla] Member (Technical)

NEW DELHI 16th November, 2021

ha

Company Appeal (AT) No. 58 of 2020