Yash Shelters Limited And Anr vs Respondent

NATIONAL COMPANY LAW APPELLATE TRIBUNAL PRINCIPAL BENCH, NEW DELHI Company Appeal (AT) No.300 of 2024 In the matter of: Yash Shelters Ltd. & Anr. ...Appellants Vs. .... ...Respondent

Present: Appellant: Mr. Pavan Gopiwala, Ms. Anushree Kapadia and Ms. Ekta Kundu, Advocates Respondent:

ORDER

(Hybrid Mode) 26.9.2024 - This Appeal is against an impugned Order dated 30.7.2024

wherein the scheme of amalgamation in Company Petition - CP(CAA)

No.58(AHM)/2023 in CA (CAA) No./46(AHM)/2023 was rejected. It is the

grievance of the learned Counsel for the Appellant that though the ROC had filed

Reply to the Affidavits filed by the Appellant before the learned NCLT wherein it

was stated the Affidavit of the Appellant Company was not in compliance of

Sections 185, 73 to 76 and Section 138 of the Companies Act, 2013, but then

they had filed its Compliance Affidavit on 5th March, 2024 alongwith three more

Affidavits dated 24.4.2024, 11.5.2024 and 22.6.2024 (all Annexure A-15)

explaining their position but all such Affidavits were never addressed to in the

impugned Orders. Further, it is submitted though the impugned Order notes

about a letter dated 28th December, 2023 written by the learned Standing

Counsel for Income Tax Department stating inter alia the scheme is not Tax

Neutral and they had objected to the scheme, but later a letter was again issued

on 9th February, 2024 (Annexure A13) wherein the Income Tax Department had

given no objection to the Scheme, subject to certain compliances. 2

2. Further, it is submitted the matter was reserved for orders by the learned

NCLT on 27th June, 2024 but RD Report dated 10th July, 2024 was filed later

which Report also reiterated in the impugned Judgement stating interalia there

was no compliance to Sections 185, 73 to 76 and Section 138 of the Companies

Act, 2013. However, such RD Report was never supplied to the Appellants and

its response(s) were never obtained and had their response(s) been on record, it

is urged, the scheme ought to have been approved.

3. It is the submission of the learned Counsel for the Appellants, an

opportunity be given to the appellants to explain their position before the learned

NCLT qua the RD Report and to press its Affidavits dated 24.4.2024, 11.5.2024

and 22.6.2024 as also the letter dated 9th February, 2024, issued by the Income

Tax Department giving no objection to the scheme.

3. In view of the above, the impugned Order is set aside and we remand the

matter to the learned NCLT. Additional documents, if any, be filed before the

learned NCLT within two weeks and the Appellants be given an opportunity to

explain its position qua the objections raised by the ROC; the RD Report

dated10th July, 2024 and to issues raised by Income Tax Department.

The Appeal stands disposed of in terms of above. Pending applications, if

any, are also disposed of.

[Justice Yogesh Khanna] Member (Judicial)

[Mr. Ajai Das Mehrotra] Member (Technical) rs/md

Company Appeal (AT) No.300 of 2024