Vishnu Nischal Rajkumar vs Radha Krishna Mills Ltd. & Ors
- CitationCompany Appeal (AT) No. 66 of 2020
Ratio decidendi
The rule this decision rests on
The non-hearing of a shareholder before a Tribunal's approval of a scheme of arrangement or demerger under Sections 230-232 of the Companies Act, 2013 is not, without more, a ground to interfere with the approved scheme, where no irregularity in the scheme's approval is shown. Where the matters in issue in an appeal against an approved scheme are also pending before the Tribunal in separate proceedings under Sections 241-242 of the Companies Act, 2013, the appellate forum will not interfere with the impugned order in the scheme proceedings, and the Tribunal seized of the Sections 241-242 petition is to decide that petition on its merits, after hearing the parties and uninfluenced by the scheme order.
Written by Miss Lucy from the judgment below, not taken from a headnote.
Judgment
As delivered
Vishnu Nischal Rajkumar ....Appellant
Vs.
Radha Krishna Mills Ltd. & Ors. ....Respondents
Present: Appellant: Mr. D. Sreenivasan, Mr. G. Ananda selvam and Mr. G. Kanimozhi, Advocates. Respondents:
ORDER
12.03.2020: The Appellant - Shareholder has challenged the order dated
28th November, 2019 passed by the National Company Law Tribunal, Division
Bench, Chennai ('Tribunal' for short), whereby and whereunder the Scheme of
Arrangement/ Demerger was accepted. The appeal has been preferred after
delay of 4 days, which, being satisfied of the grounds, is condoned. On merit, it
is submitted that the Appellant - Shareholder was not heard when the impugned
order was passed.
2. However, that could not be a ground to interfere with the Scheme of
Arrangement/ Demerger which is approved under Section 230-232 of the
Companies Act, 2013, in absence of any irregularity.
3. Learned counsel for the Appellant submits that proceeding under Section
241-242 is pending and Appellant is the Petitioner in the said proceeding under -2-
Section 241-242. In this regard, we may observe that the issue pending
consideration in proceeding under Section 241-242 being the subject matter of
the present appeal, we are not inclined to interfere with the impugned order
dated 28th November, 2019 or the present Company Petition before the Tribunal.
4. However, we make it clear that the Tribunal in the petition under Section
241-242 will decide the matter on merit after hearing the parties uninfluenced
by order dated 28th November, 2019.
5. The appeal stands disposed of with aforesaid observation.
[Justice S. J. Mukhopadhaya] Chairperson
[Justice Bansi Lal Bhat] Member (Judicial)
[Shreesha Merla] Member (Technical) am/gc
Company Appeal (AT) No. 66 of 2020
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