TaxTMI 
TaxTMI 
2026 (9) TMI 1851
X X X X Extracts X X X X
X X X X Extracts X X X X
....DGMENT Per: Justice N. Seshasayee, Member (Judicial) 1. The present Appeal was preferred under Sec. 421 of the Companies Act, 2013, has been preferred by M/s. Hinduja National Power Corporation Limited (1st Appellant/Transferor Company) and M/s. GOCL Corporation Limited (2nd Appellant/Transferee Company) against the order dated 30.07.2026 passed by NCLT in first motion Company Scheme Application C.A. (C.A.A)/2/230/AMR/2026. 2. The Facts are: a) 1st Appellant, M/s. Hinduja National Power Corporation Limited (hereinafter referred to as HNPCL), is an unlisted public company incorporated on 16.03.1994, engaged in the business of thermal power generation, construction, operation, and transmission facilities. Its registered offi....
X X X X Extracts X X X X
X X X X Extracts X X X X
....pplication seeking appropriate directions of the tribunal for convening the shareholders' meeting and dispensation/directions regarding creditor meetings. 3. Vide its Order dated 30.07.2026, which is impugned in this appeal the NCLT, Amravati Bench dismissed the First Motion Application, principally on the following grounds: a) That the Appointed Date (being 01.04.2025) was fixed more than one year prior to the date of filing the application without providing adequate justification, in terms of MCA General Circular No. 09/2019 dated 21.08.2019. b) That there were certain discrepancies noted in the financial statements, annual reports, and documents filed along with the scheme application. c) That the applicatio....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... legally required at the final Company Scheme Petition (Second Motion) stage, and not at the initial First Motion stage. At any rate, as of 30.04.2026, GOCL had Nil secured creditors (prior dues having been satisfied on 22.01.2026 with a No-Dues Certificate issued on 10.02.2026) and HNPCL has 8 secured creditors, but HNPCL has formally undertaken to obtain and submit their NOCs/Consent Affidavits at the Second Motion Petition stage. Turning to unsecured creditors, while HNPCL has 99 unsecured creditors, GOCL has 30 unsecured creditors. The proposed arrangement falls under Section 230(1)(b) of the Companies Act, 2013, and does not involve any compromise or arrangement with creditors under Section 230(1)(a) as no sacrifice is demanded. ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....of the Stock Exchanges (based on the SEBI's observations) as mandated by Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, necessarily, the applicants cannot be blamed for waiting for their reports, which in the instant case was obtained by the applicants only in May 2026. The applicants thereafter have not lost any time in approaching the tribunal. Therefore, unless the delay can be attributed to the exclusive failure or default of the applicants which is not relatable to the time required by them to obtain the mandatory observations of the SEBI to the scheme of amalgamation, the same cannot be attributed to them. c) Thirdly, even if there is any delay, still it will be advisable to leav....
X X X X Extracts X X X X
X X X X Extracts X X X X
....in the portal of the SEBI, no company can anticipate the time which the SEBI may require to make its report. Delay therefore will be an ex post facto and if it were to be incorporated in the scheme of amalgamation after its occurrence, then it possibly may have to go through a repeat of what has been done earlier, and necessarily it has to go through the scrutiny of the regulator again. And, the regulator cannot be insisted that it should come out with its report within a stipulated time either. Therefore, the working of the Circular has to be approached with the sensibilities required with the mind on the sensitivity of the market. Indeed, if it is only a question of explaining the delay, the same can even be gathered from the records of t....