TaxTMI 
TaxTMI 
TaxTMI 
2026 (4) TMI 226
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....y, since not being very vital, the same would stand over-ruled. 2. We proceed to hear the Ld. Counsel for the Appellant on merits of the Company Appeal. 3. The Appellant, as pleaded by him is an Operational Creditor, who puts a challenge to the impugned order dated 24.04.2025, as it was rendered by the Ld. NCLT, Amaravati Bench in CP (IB) / 54 / 9 / AMR / 2024, whereby, by virtue of the impugned order, the Company Petition was dismissed holding it to be not maintainable, since the Company Petition was found to have been preferred by a Company, which at the relevant point of time, when the Company Petition was preferred i.e. on 19.09.2024, was non-existent in the eyes of law, owing to the order of merger approving the Scheme of Arrange....
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....he Resultant Company. 6. This order of 23.12.2022 contained the following directions, as it was set down in Para 9 of the said order, which were to the effect that, all assets and the business undertakings of the 1st Petitioner Company, pursuant to the orders that was passed under Section 232(3) of the Companies Act, 2013, without any further act would stand transferred and would be deemed to be transferred to the 2nd Petitioner Company in accordance with the terms of the Scheme. Relevant Para 9 is extracted hereunder:- "9. THIS TRIBUNAL DO FURTHER ORDER: i. That all properties, rights and interests of the business undertaking of the 1st Petitioner Company shall, pursuant to Section 232(3) of the Companies Act, 2013 wit....
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....the order of Tribunal approving this Scheme with the jurisdictional Registrar of Companies, whichever is later. vii. That all proceedings now pending by or against the 3rd Petitioner Company be continued by or against the 1st Petitioner Company. viii. That all the employees / workmen of the 3rd Petitioner Company in service on the date immediately preceding the date on which the Scheme finally takes effect shall become the employees of the 1st Petitioner Company without any break or interruption in their service with all the benefits. ix. That all the employees / workmen of the business undertaking with respect to the 1st Petitioner Company in service on the date immediately preceding the date on which the Scheme ....
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....etitioner Company i.e. Samunnati Financial Intermediation & Services Private Limited and the other two Co-Petitioner Companies had filed an Application under Section 230-232 of the Companies Act, 2013 in which the directions were issued by the Ld. Tribunal for holding / dispensation of meeting, vide order dated 29.03.2022, it has been observed in order dated 23.12.2022, that as per directions given in order dated 29.03.2022, it's first motion of meeting a decision was taken with regards to the respective categories of the Shareholders and the Members of the Company and accordingly, their Merger of the Shareholding Pattern too, the Chairperson has filed a report of the said Meeting(s) before the Registry vide SR No. 3102 of 10.05.2022, based....
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....ght reserved, to sue or be sued. Hence, no proceedings under Section 9 of I & B Code, 2016, could have been drawn by an entity, which did not have the juristic authority in the eyes of law, and vested authority to litigate as a juristic entity. 10. However, the Ld. Counsel for the Appellant, had submitted that, the observations that has been made in the impugned order dated 24.04.2025, would be untenable for the reason being that, M/s. Samunnati Agri Value Chain Solutions Private Limited i.e., the Operational Creditor herein, according to the Appellant, it did come into an existence by an order that was passed by Ld. NCLT on 04.03.2025 in IA (CA) / 15 (CHE) / 2025 as preferred in CP / (CAA)/ 58 (CHE) / 2022. 11. The proceedings, which....