Vir Krishna Kotak vs J M Baxi Ports & Logistics Pvt Ltd & Ors

For Appellant:Amar Dave, Sr Advocate, Mr. Karan Valecha, Mr Bhavesh Choksi, Advocates. For Respondent:Mr Ravi Pahwa, Mr Mahesh Agarwal, Mr Rishi Agrawala, Mr

Chirag Nayak, Mr Rohan Talwar, Mr Uday Aditya Setley Pocha, Advocates.

ORDER

HYBRID MODE

19.08.2025: This appeal is filed by the appellant under Section 421 of

Companies Act, 2013 against an impugned order dated 01.08.2025 passed by

the Ld. NCLT, Principal Bench, New Delhi in TA (CO.Act)No.29(PB)/2025.

Transfer application was filed by the appellant inter alia seeking transfer of

proceedings bearing No.CP(CAA) No.245/2024 in CA(CAA) No.154/2024 i.e. the

second motion petition pending before the Ld. NCLT, Mumbai to either the

Principal Bench, New Delhi or any other Bench deemed appropriate. Transfer

application was filed by the appellant on grounds of violation of principles of 2

natural justice and denial of fair hearing on 06.06.2025 by the Ld. NCLT,

Mumbai.

2. It is the submission of the learned senior counsel for the appellant vide

email dated 01.01.2025 the appellant had asked for certain documents from

Respondent viz copies of the first motion filed alongwith any alleged

amendments to it; the details of the assets and liabilities, as submitted to the

Regional Director vide Annexures 10A and 10B annexed to the letter dated

13.12.2024 sent by the Respondents to the Regional Director etc, to file its

complete objections to second motion.

3. During the course of the arguments, learned counsel for the appellant has

referred to various emails sent to the Respondent seeking supply of documents

so they could get the opportunity to fairly argue their objections and also pointed

out to an order dated 06.06.2025 wherein the learned counsel for the appellant

demanded Annexures 10A and 10B, annexed to letter dated 13.12.2024 sent by

Respondent company to the Regional Director, qua the list of assets and

liabilities of the demerged undertaking being transferred to the resulting

company.

4. It was the argument though the said annexures 10A and 10B were

annexed to the Regional Director's reply were shown to the Court but its copies

thereof were not supplied to the appellant despite Company Application

No.147/MB/2025 was pending for seeking such documents. It is the

submission of the learned counsel for the appellant without receiving such

documents, the Ld. NCLT reserved CA 147 (supra) alongwith main matter for 3

orders and appellant has every apprehension the Court may reject his

application as also his objections filed against the demerger in the second motion

petition, hence filed transfer petition viz TA (Co.Act)No.29(PB)/2025.

5. We have perused the impugned order passed by the Ld. President, NCLT,

Delhi as under:-

27. The second motion petition was provided to the applicant which contained the entire scheme and the applicant filed several objections and argued the objections effectively and extensively on several dates, therefore the plea of violation of principal of natural justice is strongly refuted. A specific stand is taken that the documents called by the Regional Director, Northern WesternLtd. & Ors. Northern Western Region has been provided to Regional Director and there is no reason for the applicant to create a new case against the scheme on the basis of those documents. The applicant wants to delay the matter by making a new plea.

28. In any event, the issues raised are part of the proceedings of the second motion and if aggrieved, the option is to the applicant to challenge it in accordance with law. The plea of not having a fair opportunity to present the case is totally misconceived because the dates & events and the various dates of arguments on extended timelines will dispel such a plea.

29. The response of the respondent is as follows:

"19. The Applicant has argued extensively on four occasions (i.e. 18 March 2025, 22 April 2025, 6 May 2025 and 6 June 2025), for four hours, basis the objection filed by him before the NCLT, Mumbai.

20. The Applicant has filed: (i) his objections; (ii) a rejoinder affidavit to the responses filed by the Respondents to the objection; (iii) written submissions;

(iv) note on CCI approval being required; and (v) a case law compilation, all of which together run into thousands of pages.

21. As stated above, since there is no statutory requirement under the Act or the CAA Rules to provide the Applicant with: (i) the First Motion Application; (ii) the statement of assets and liabilities submitted by the Respondents to the RD, basis the questionnaire received from the RD; and (iii) the report prepared by the RD, and the undertakings provided by the Respondents to the RD, 4

in response, there arises no question of the Applicant claiming that these documents ought to have been provided as a matter of right."

30. Having considered the above, it is apparent that the court in question had given extended time and opportunity to the Applicant/Transfer Petitioner to make his submission on the scheme as well as various other issues time and again. In a case of this nature time is the essence and the process should be completed in a time bound manner. It has been repeatedly highlighted to me by counsels appearing for parties in Section 230-232 cases of mergers & amalgamations timelines should be strictly adhered to. In this regard, statutory authorities have been instructed to give their response within 30 days so as to complete the process early. This will ensure that ease of doing business in India in the corporate realm is fast, easy and structured. NCLT has endeavored to achieve several milestones in company cases & IBC and has outperformed in disposal of Section 230-232 cases under Companies Act, 2013 and in IBC cases in the last three years. The one reason being effective case management.

31. In the present facts and circumstances, I find that the Court III, NCLT, Mumbai has accommodated the Applicant/ Transfer Petitioner for an extended period of time to submit voluminous response with documents and case laws. I find no serious error on the allegation of violation of principal of natural justice to warrant that there could be a possibility of bias and consequently to transfer the case. The serious reasons for objection raised by respondents justifies the dismissal of this petition.

32. In any event after the extensive arguments and the prolonged hearing and the adjournments from time to time the matter has been reserved including the interlocutory application. As and when an order is passed by the court concerned, if the applicant is aggrieved a remedy before the appropriate forum is always available. No other plea or argument was made except the above.

33. At this stage, I find no good reason to allow this transfer application. I find absolutely no merit in the request for transfer much less on the plea of bias or on the ground of violation of principal of natural justice. All pleas are rejected. 5

34. In view of above, the TA/CO-ACT/29/PB/2025 stands dismissed.

6. During the course of the arguments, the learned counsel for the appellant

rather argued upon the legality of the order dated 06.06.2025 which infact is

never appealed before us. More so, admittedly the appellant has already filed

CA No.147 (supra) for supply of documents and the said application is now

reserved for orders.

7. Only if such application is dismissed by the Ld. NCLT, the appellant shall

be within his right to file an appeal against such an order. Only upon his

apprehension that the Ld. Bench may not dismiss his application as well as his

main objections, his transfer petition was rightly dismissed by the Ld. President.

8. The impugned order, at para 27 rather records the Respondents'

submission i.e. the Appellant has been provided with a copy of the scheme and

has extensively argued his objection before the NCLT, Mumbai Bench. The

impugned order at para 28 also records the Respondents' submission that if the

Appellant is aggrieved by the outcome of the proceedings, he has the option to

challenge it in accordance with law, not by way of the Transfer Application.

Further, at para 29, the impugned order reproduces the Respondents

submission in the Transfer Application.

9. Further the impugned order, at paras 30-33 holds (a) the Appellant was

provided with a sufficient hearing, and (b) since the application filed by the

appellant seeking the above documents has been reserved for orders, hence, as

and when the order would be passed by the Ld NCLT, Mumbai Bench, the 6

appellant shall have a remedy to approach the appropriate forum. Thus we find

no force in the appeal and it is accordingly dismissed.

10. Pending applications are also closed.

(Justice Yogesh Khanna) Member (Judicial)

(Mr. Ajai Das Mehrotra) Member (Technical) Bm/md