MANU/NC/1902/2022

IN THE NATIONAL COMPANY LAW TRIBUNAL

AMARAVATI BENCH
IA No. 8/2022 in CP (CAA) No. 136/230/AMR/2019
Decided On: 21.04.2022
In Re: SAPA Extrusion India Private Limited
Hon'ble Judges/Coram:
Telaprolu Rajani, J. (Member (J))
Counsels:
For Appellant/Petitioner/Plaintiff: Rubaina S. Khatoon, Advocate
ORDER
Telaprolu Rajani, J. (Member (J))
1 . This Application is filed seeking for extension time by 60 days, to comply with the
orders dated 25.09.2019 and 20.07.2020 and to condone the delay of 451 days in
complying with the said orders.
2. The grounds on which the said reliefs are sought for are as follows:
a) By virtue of the order dated 25.09.2019, this Tribunal sanctioned the Scheme
of Amalgamation between the Petitioner Companies and directed them to
complete the post-merger activities including the increase of the authorised
share capital of the Applicant by adding the authorised share capital of the
Transferor Companies, issuing the newspaper publication with respect to
approval of the scheme of amalgamation and submit the said scheme to the
Registrar of Companies (RoC) within 30 days from the date of receipt of the
certified copy of the order, after paying the stamp duty and comply with other
statutory steps. The Applicant was unable to complete the post-merger
activities within the period specified in the order and filed an application in IA
No. 65/2020 seeking extension of time. This Tribunal extended time by one
month, starting from 21.07.2020, but the Applicant could not comply with the
post-merger activities. Hence, this application, seeking for condonation of delay
in complying with the directions.
b) The Applicant was required to pay requisite stamp duty under Indian Stamp
Act. The delay is neither intentional nor due to the negligence on the part of the
Applicant. But has been caused due to the following reasons:
i. The Applicant received the certified copy of the 2020 order only on
24.11.2020 due to the pandemic of Covid-19;
ii. within one month of receipt of the said order, the Applicant applied
to the Sub-Registrar, Kupam along with the demand draft of Rs.
50,26,800/- for payment of stamp duty;
iii. after few days, the Sub-Registrar, Kupam returned the demand draft
and the Applicant was constrained to address a letter to the Registrar
21-03-2025 (Page 1 of 3) www.manupatra.com Symbiosis Law School
 and Collector, for payment of stamp duty which was only received by
the Registrar on 04.02.2021;
iv. the Registrar failed to consider the order of the Supreme Court
directing to relax the period of limitation for the relevant period and
directing the Applicant to pay stamp duty along with the penalty under
Section 40 of the Indian Stamp Act, amounting to Rs. 1,50,80,394/-.
c) The Sub-Registrar, Kupam directed the Applicant to approach the Registrar
directly for the stamp duty payment. On 19.01.2021, the Applicant addressed a
letter to the Registrar reiterating its request to accept the payment of stamp
duty. The Registrar directed the Applicant on 04.02.2021, to produce certain
documents, including the original order dated 25.09.2019, for the purpose of
impounding etc. The Applicant addressed two emails to the Registrar on
19.02.2021, providing the details as requested and the Board Resolution and
order dated 20.07.2020. On 25.02.2021, the Registrar, through his letter,
stated that order dated 20.07.2020 is only in relation to the filing of Form INC-
28 and therefore 2019 order is to be reckoned. The Registrar requested for the
original of 2019 Order which was complied with. The Applicant requested to
issue the necessary challan and accept the payment towards stamp duty.
Thereafter, on 16.03.2021 the Applicant addressed another letter to the
Registrar, requesting the Registrar to accept the certified copy of the order
dated 25.09.2019, since original was never received by them. The Registrar
addressed a letter on 16.03.2021, directing the Applicant to submit certified
copy of the order dated 25.09.2019, notarized affidavit, stating the number of
shares transferred and their value as on the date of issuance of order date
25.09.2019 and affidavits of the auditors and authorised signatory of the
Applicant. On 29.06.2021, the Applicant replied to the Registrar's letter dated
16.03.2021 informing that he could not reply earlier since the plant was shut
down from 10.05.2021 to 13.06.2021 on account of Covid-19 pandemic. The
Applicant submitted all the documents as required by the Registrar. Another
letter was issued by the Applicant on 08.07.2021 in the form of a reminder. On
12.07.2021 the Registrar issued a notice to the Applicant, stating that under
Section 40 of the Indian Stamp Act, penalty was levied and directed the
authorised representative of the Applicant to either appear in person or through
a counsel, within 15 days. The Applicant issued a letter in reply to the notice
received on 26.07.2021, stating that the Applicant has no objection towards
payment of stamp duty and stating that levy of penalty has no application in the
present case and the stamp duty should be determined under Section 31 of the
Indian Stamp Act and also informed that upon receipt of the final order, full
payment would be made. An Application was filed before the Registrar on
25.01.2022, explaining the reasons for the delay in paying the stamp duty.
Subsequent to filing of the Petition, the Registrar passed an order directing to
pay penalty. The Applicant was not able to comply with the directions within
one month and applied to the Sub-Registrar, Kupam for payment of stamp duty.
Hence, the orders dated 25.09.2019 and 20.07.2020 could not be complied with
due to the above reasons and is not at all willful.
3 . Heard the Counsel for the Applicant. The Applicant's Counsel put forth the reasons
for not being able to comply with the orders which were stated in the application and
contended that there is no willful default on the part of the Applicant in not complying
with the orders dated 25.09.2019 and 20.07.2020. From the events narrated by the
Applicant it can be understood that the Applicant was prevented from complying with
21-03-2025 (Page 2 of 3) www.manupatra.com Symbiosis Law School
the order by valid reasons which are not within his control and hence, I am inclined to
allow the Application and grant the reliefs as sought for.
4. In the result, the Application is allowed delay of 451 days is condoned and time for
complying with the order extended by 60 days starting from 21.04.2022 and ending by
19.06.2022.
© Manupatra Information Solutions Pvt. Ltd.

21-03-2025 (Page 3 of 3) www.manupatra.com Symbiosis Law School