Appeal from consent order under Companies Act may lie where punitive terms were not consented to and interim protection continued.

Section 421 of the Companies Act, 2013 was discussed in relation to whether a challenge could lie against an NCLT order described as a consent order. The Kerala HC noted the statutory bar in Section 421(2) on appeals from consent orders, but observed that the petitioner may not have consented to the punitive component of the order, including the per-day liability for non-compliance. On that basis, the order was treated as challengeable before the appellate tribunal under Section 421(1). The petitioner was directed to move the appellate tribunal within three weeks, interim protection was continued for five weeks, and any appeal filed within that period was to be treated as within limitation.

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Issues: Whether the challenge to the National Company Law Tribunal's order could be pursued under Section 421 of the Companies Act, 2013 despite the objection that it was a consent order, and whether interim protection should continue to enable filing of such appeal.

Analysis: The order recorded an undertaking on behalf of the petitioner and imposed a per-day liability in the event of non-compliance. The Court noted the statutory bar under Section 421(2) of the Companies Act, 2013 against an appeal from a consent order, but found that the petitioner may not have consented to the punitive part of the order. The Court therefore treated the impugned order as one that could be challenged before the appellate tribunal under Section 421(1).

Outcome: The petitioner was directed to approach the appellate tribunal within three weeks, the interim protection was continued for five weeks, and any appeal filed within that period was to be treated as filed within limitation.

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