2026 (3) TMI 1597

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.... under Section 233(5) of the companies Act, 2013 read with Rule 25 (6) of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016 filed by the Central Government through Regional Director, Northern Region, in the matter of scheme of merger/amalgamation of M/s Gentle Realtors Pvt. Ltd. and M3M India Pvt. Ltd., was dismissed. 2. We have perused the impugned order most specifically Paras 6 to 10 as under: 6. At the outset, we would like to examine whether the present application is filed within 60 days of limitation period. As we have already noted in the present case, the Respondent companies had approached the Applicant's office with electronic and physical copies of the CAA-1 1 form on 29.06.2023 and 30.06.2023 re....

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....a) dated 01.08.2024 reads thus: 13 ..... Sub-section (5) of Section 233 provides that if the Central Government, i.e., respondent no.2- Regional Director, after Receiving the 0bjections/suggestions or for any other reason is of the opinion that such a scheme is not in the public interest or interest of creditors, it may file an application before NCLT within a period of 60 days of the receipt of the scheme under sub-section (2) stating its objections and requesting that the Tribunal may consider the scheme under Section 232. Admittedly, respondent no.2 has received the scheme under sub-section (2) on 28 September, 2018. The sixty days period would have expired on 27 November, 2018. Before even filing the application to the Tribunal....

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.... such directions when objections were being dismissed. 5. Even otherwise this appeal is filed after a delay of 196 days of passing of the impugned order. Now, in Regional Director Vs. Mayfair Hotels and Resorts Ltd and Another 2025 SCC Online NCLAT 2041, we have already held any appeal filed beyond an extended period of 45 days is beyond limitation, as was held in its paras 3 to 6 as under: 3. Admittedly, there is a delay of more than nine months in filing the instant appeal after the order was passed on December 20, 2024 which does not only exceed the forty-five days of limitation but also exceeds the peremptory limit of further forty-five days under Section 421 of Companies Act, 2013. In Bengal Chemists & Druggists Association....

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....e Companies Act, 2013 "as far as may be", as noted by the Hon'ble Supreme Court in Bengal Chemists (Supra). Accordingly, Section 15(2) (supra) evidently cannot come to the aid of the appellant in a situation where there is a special provisions contained in Section 421(3) proviso, which mandates compliance with the prescribed timeline in preferring an appeal. 5. Admittedly, in Bengal Chemists (supra), the only grace period available is of further 45 days per Section 421(3) (supra) and within this period the sufficient causes of delay can be deliberated upon, and if we look into the reason of nine month delay, then as held in Bengal Chemists (supra), Section 421 would be rendered otiose. 6. In the circumstances we see no rea....