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2021 (1) TMI 650 - Tri - Companies LawSeeking condonation of delay of 569 days caused in submission of the Order of this Tribunal dated 26.04.2018 along with the Corrigendum dated 05.07.2018 to the Registrar of Companies - seeking direction to ROC to accept the same and take them on record - HELD THAT - It is not in dispute that the main Company Petition was disposed of by an Order dated 26.04.2018. It is also seen that the Scheme of Arrangement was envisaged and approved so that the Resulting Company, which deals with software applications and solutions, would benefit by having a separate identity, its own capital and human resource management, focussed leadership, etc., which would be hampered if the delay prayed for is not condoned. As per the learned Counsel the delay has occurred due to inadvertence. In order that the Demerged and Resulting Companies can avail the benefits of the Scheme, it would be just and fair to condone the delay in filing the Order, along with the Corrigendum thereto, to the Registrar of Companies. Application is allowed by condoning the delay of 569 days in submission of the Order passed by this Tribunal dated 26.04.2018 along with the Corrigendum dated 05.07.2018 to the Registrar of Companies, Karnataka, with a further direction to the ROC to take appropriate action by accepting the eForm INC-28 filed by Demerged Company vide SRN R33866682 along with the Order dated 26.04.2018 and the Corrigendum dated 05.07.2018, on submission of this Order
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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