Appellate Tribunal allows consolidation of scheme and liquidation proceedings, High Court intervention possible.

The Appellate Tribunal set aside the NCLT's order, allowing the Appellant to move the High Court to ensure consolidation of the scheme and liquidation proceedings in the same forum. If the High Court does not issue an order, NCLT should reject the petition. The interim order preventing the sale/auction of the company's assets was allowed to lapse.

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Issues Involved:
1. Locus Standi of the Appellant to file a scheme of compromise/arrangement.
2. Jurisdiction of NCLT to adjudicate the application for the scheme of compromise/arrangement.
3. Merits of the scheme of compromise/arrangement proposed by the Appellant.

Issue-wise Detailed Analysis:

1. Locus Standi of the Appellant to file a scheme of compromise/arrangement:
The Appellant, an ex-chairman and shareholder of Amar Dye Chem Limited (In Liquidation), challenged the NCLT’s dismissal of his petition for approval of a scheme of compromise/arrangement under Sections 391/394 of the Companies Act, 1956. The NCLT dismissed the petition on the ground of locus standi, asserting that only the liquidator could file such a petition once the company was in liquidation. The Appellant argued that the Hon’ble High Court had previously given him liberty to submit a revival scheme, which implied his locus to file the scheme. The Appellant cited judgments indicating that the liquidator is an additional, not exclusive, person who can move an application under Section 391 of the old Act.

2. Jurisdiction of NCLT to adjudicate the application for the scheme of compromise/arrangement:
The NCLT’s jurisdiction was questioned based on the Notification No. GSR 1119(E) dated 7th December 2016, which transferred certain proceedings to NCLT. The Respondent argued that the transfer of proceedings from the High Court to NCLT was incorrect, as winding-up proceedings should remain with the High Court to avoid conflicting orders. The Appellant contended that the NCLT misinterpreted the law by concluding that only the liquidator could file the petition. The Appellate Tribunal referenced the judgment in “Sunil Gandhi and Ors. Vs. A.N. Buildwell Private Limited and Ors.” which stated that the Company Court has exclusive jurisdiction over such matters, even after the notification.

3. Merits of the scheme of compromise/arrangement proposed by the Appellant:
The NCLT did not delve into the merits of the scheme proposed by the Appellant, focusing instead on the locus standi issue. The Respondent Official Liquidator opposed the scheme, suggesting that the Appellant was merely delaying the liquidation process. The Tribunal noted that objections to the scheme were raised by various stakeholders, including the Official Liquidator, Regional Director, workmen, and creditors. The Appellate Tribunal acknowledged that the merits of the scheme should be examined by the appropriate forum, which, according to the judgment in “Sunil Gandhi,” should be the Company Court.

Conclusion:
The Appellate Tribunal set aside the NCLT’s order, restoring the petition on NCLT’s file but directing that the Appellant be given an opportunity to move the High Court to ensure that both the scheme and liquidation proceedings are before the same forum. If the High Court issues an order, NCLT is to act accordingly; otherwise, NCLT should reject the petition for the reasons discussed. The interim order preventing the sale/auction of the company's assets was allowed to lapse.

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