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Rama Investment Company Pvt. Ltd. vs Ankit Mittal on 7 September, 2022

Bench: Ajay Rastogi, B.V. Nagarathna

                                                         1

                                       IN THE SUPREME COURT OF INDIA

                                       CIVIL APPELLATE JURISDICTION



                                    CIVIL APPEAL    NO(S).     2022-2023/2022



     RAMA INVESTMENT COMPANY PVT. LTD.                                      APPELLANT(S)

                                                      VERSUS

     ANKIT MITTAL & ORS.                                                    RESPONDENT(S)



                                                   O R D E R

The present appeals are directed against the orders passed by the National Company Law Appellate Tribunal (for short ‘the NCLAT’) impugned dated 29.11.2019 and 17.09.2021 setting aside the order dated 12.04.2018 passed by the National Company Law Tribunal, Chennai Bench, Chennai(for short ‘the NCLT’).

At the initial stage, the scheme was placed for amalgamation of six companies, two public limited companies, who are respondent nos. 2 and 3 and four private limited companies, who are respondent nos. 4 to 7, with the appellant.

The NCLT after examining the scheme of amalgamation, with Signature Not Verified Digitally signed by certain POOJA SHARMA Date: 2022.09.10 14:00:38 IST modifications, approved the scheme by Order dated Reason: 12.04.2018.

Respondent No.1, Ankit Mittal, as alleged, who is holding less than 1% shareholding in the public limited companies (respondent nos.2 and 3 in the instant proceedings), assailed the order dated 12.04.2018 before the NCLAT on manifold grounds.

The NCLAT under its Order impugned dated 29.11.2019 although recorded a finding that respondent no.1, Ankit Mittal, was not holding 10% shareholding, which is a pre­requisite for person being aggrieved in terms of Section 230(4) of the Companies Act, still considered appropriate to examine the scheme of amalgamation and arrived at the conclusion that the valuer has made valuation disregarding the methodology, methods or share entitlement ratio and has proceeded on guess work to arrive at a share exchange ratio and recorded a finding that the amalgamation cannot be termed as fair to all stakeholders and failed to approve the scheme of amalgamation and consequently set aside the order of the NCLT dated 12.04.2018 and rejected the scheme of amalgamation.

It reveals from the record that after passing of the judgment impugned dated 29.11.2019 by the NCLAT, an IA was filed by the appellant seeking clarification/modification of the order dated 29.11.2019 on the premise that respondent nos.4 to 7 as well as the appellant are private limited companies and the Board of Directors of  3 respondent nos.4 to 7 have duly approved the scheme by their Resolution dated 21.03.2017 and so far as the objector respondent no.1, Ankit Mittal, is concerned, he has no shareholding in private limited companies (respondent nos.4 to 7) and no prejudice would be caused to any party if the scheme of amalgamation so far as respondent nos.4 to 7 with the appellant, to this limited extent is approved. The IA came to be dismissed by the NCLAT by a subsequent order dated 17.09.2021.

During the course of submissions, learned counsel for the appellant submits that he has instructions to inform that the scheme of amalgamation with reference to four transferee companies(respondent nos.4 to 7), which was approved by the NCLT may be confirmed.

Learned Counsel for respondent no.1, Ankit Mittal, also has no objection in respect of the four private limited companies(respondent nos. 4 to 7).

After we have heard learned Counsel for the parties, consider it appropriate to dispose of these appeals with a direction that the order of the NCLAT dated 29.11.2019 is set aside and confirm the scheme of amalgamation as approved by the NCLT in respect to four private limited companies(respondent nos.4 to 7) with the appellant under  4 order impugned dated 12.04.2018.

The appeals stand disposed of accordingly with the afore­stated direction(s).

Pending application(s), if any, shall stand disposed of.

..…………………………J. (AJAY RASTOGI) …………………………………………………J. (B.V. NAGARATHNA) NEW DELHI;

SEPTEMBER 07, 2022.

ITEM NO.26                   COURT NO.9                  SECTION XVII

                S U P R E M E C O U R T O F        I N D I A
                        RECORD OF PROCEEDINGS

                CIVIL APPEAL      NO(S).   2022-2023/2022

RAMA INVESTMENT COMPANY PVT. LTD.                         APPELLANT(S)

                                    VERSUS

ANKIT MITTAL & ORS.                                       RESPONDENT(S)

(IA No.29219/2022-CONDONATION OF DELAY IN FILING and IA No.29220/2022-EXEMPTION FROM FILING C/C OF THE IMPUGNED JUDGMENT and IA No.29218/2022-EX-PARTE STAY ) Date : 07-09-2022 These appeals were called on for hearing today. CORAM :

HON'BLE MR. JUSTICE AJAY RASTOGI HON'BLE MRS. JUSTICE B.V. NAGARATHNA For Appellant(s) Mr. C.A. Sundaram, Sr. Adv.

Mr. Mahesh Agarwal, Adv.

Mr. Anshuman Srivastava, Adv. Mr. Rohan Talwar, Adv.

Mr. Divyanshu Srivastava, Adv. Mr. E. C. Agrawala, AOR For Respondent(s) Mr. Kaushik Chaterjee, Adv.

Mr. Soumya Dutta, AOR Ms. Samriddhi, Adv.

Mr. Siddhant Upmanyu, Adv.

UPON hearing the counsel the Court made the following O R D E R The appeals stand disposed of in terms of the signed order.

Pending application(s), if any, shall stand disposed of.

 (POOJA SHARMA)                                   (MONIKA DEY)
COURT MASTER (SH)                              COURT MASTER (NSH)
                (Signed order is placed on the file.)
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