National Company Law Appellate Tribunal
Vijay Kumar Goyal & Ors vs M/S. Krishna Metal Industries Pvt. Ltd. ... on 16 November, 2021
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 Company Appeal (AT) No. 58 of 2020 -3- 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 Company Appeal (AT) No. 58 of 2020 -4- 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.
Company Appeal (AT) No. 58 of 2020 -5- 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.
Company Appeal (AT) No. 58 of 2020 -6- 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 Company Appeal (AT) No. 58 of 2020 -7- 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.
Company Appeal (AT) No. 58 of 2020 -8- 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 Company Appeal (AT) No. 58 of 2020 -10- 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:-
Company Appeal (AT) No. 58 of 2020 -12- 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