Company's Delay Condoned, Order Filing Accepted, Registrar's Directive

The Tribunal allowed the company's application, condoning the delay of 569 days in submitting the order and corrigendum to the Registrar of Companies. The delay was deemed unintentional, attributed to inadvertence, and the Tribunal emphasized the benefits of the Scheme of Arrangement between the Demerged and Resulting Companies. Consequently, the Registrar was directed to accept the filing, and the company was instructed to submit the order within 30 days, with no costs awarded.

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Issues:
Delay in submission of Tribunal order to Registrar of Companies.

Analysis:
The case involved an application filed by a company seeking condonation of a delay of 569 days in submitting the Tribunal's order and corrigendum to the Registrar of Companies. The company, referred to as the Demerged Company, had failed to deliver the order and corrigendum within the stipulated 30-day period. The delay was attributed to inadvertence, and the Registrar of Companies had raised objections due to the delay. The company requested the Tribunal to condone the delay and direct the Registrar to accept the filing. The Tribunal considered the submissions made by the company's counsel, emphasizing that the delay was unintentional and that the Scheme of Arrangement between the Demerged and Resulting Companies would be adversely affected if the delay was not condoned.

The Tribunal noted that the main Company Petition had been disposed of through an order dated 26.04.2018, approving the Scheme of Arrangement for the Demerged Company to be demerged into the Resulting Company. The Resulting Company stood to benefit significantly from this arrangement, including having a separate identity, capital, and management structure. The Tribunal acknowledged that the delay was not deliberate and was a result of inadvertence. Considering the potential benefits of the Scheme and to ensure fairness, the Tribunal decided to allow the application and condone the delay of 569 days in submitting the order and corrigendum to the Registrar of Companies.

Consequently, the Tribunal allowed the application, directing the Registrar of Companies to accept the eForm INC-28 filed by the Demerged Company along with the order and corrigendum. The Demerged Company was instructed to submit a copy of the Tribunal's order to the Registrar within 30 days. No costs were awarded in this decision.

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