Calcutta High Court
Bnk Securities Private Limited vs Urban Infra Nirman Private Limited on 2 May, 2025
Author: Arijit Banerjee
Bench: Arijit Banerjee
OD-6 & 7
ORDER SHEET
IN THE HIGH COURT AT CALCUTTA
Civil Appellate Jurisdiction
ORIGINAL SIDE
APO/79/2024
With
EC/221/2018
IA No.GA/1/2024
BNK SECURITIES PRIVATE LIMITED
VERSUS
URBAN INFRA NIRMAN PRIVATE LIMITED
Wt7
APO/77/2024
IA No.GA/1/2024
BNK SECURITIES PRIVATE LIMITED
VERSUS
URBAN INFRA NIRMAN PRIVATE LIMITED
BEFORE:
The Hon'ble JUSTICE ARIJIT BANERJEE
AND
The Hon'ble JUSTICE OM NARAYAN RAI
Date : 2nd May, 2025.
Appearance:
Mr. Ahin Choudhuri, Sr. Adv.
Mr. Rishad Medora, Adv.
Ms. Ajeyaa Choudhury, Adv.
Mr. D. N. Chunder, Adv.
..for the appellant
Mr. K. R. Thaker, Sr. Adv.
Ms. Noelle Banerjee, Adv.
Mr. Avijit Dey, Adv.
..for the respondent
The Court: This appeal is directed against an order dated March
12, 2024, whereby the application for execution of an arbitral award that
was passed in favour of the predecessor-in-interest of the appellant, has
been dismissed by a Learned Judge of this Court.
2
The brief facts are that the predecessor-in-interest of the appellant,
a company by the name of Patrex Vyapaar Limited (in short, Patrex)
obtained an interim arbitral award and the final award in its favour
aggregating approximately Rs.8 crores. The awards were put in execution
by filing EC/221/2018 and EC/446/2018.
It appears that by an order dated November 8, 2021, the National
Company Law Tribunal (in short, NCLT) sanctioned a scheme of
amalgamation of Patrex with the appellant herein. The scheme was made
effective from April 1, 2020.
It appears that the aforesaid fact of amalgamation was not brought
to the notice of the Court contemporaneously. By the impugned order, the
Learned Judge held that not apprising the Court of the order of
amalgamation amounts to suppression of material fact and playing fraud on
Court. Accordingly, the execution proceedings were summarily dismissed.
Hence, these two appeals.
We have heard learned Counsel for the parties.
We are unable to sustain the order challenged before us. We do
not see why an award-holder who is trying to execute the award would
deliberately suppress the amalgamation order whereby the award-holder
has merged with another company. It may be that the factum of
amalgamation was not immediately brought to the notice of the learned
Single Judge. However, Mr. Choudhuri, learned Senior Advocate
representing the appellant points out that even prior to passing of the
impugned order, the Learned Judge was apprised of the amalgamation
order.
3
Be that as it may, we are unable to approve the order under
appeal. No question of fraud or suppression arises in this case. A lot of
time is left before the execution of either the interim award or the final
award gets time-barred. The appellant who has stepped into the shoes of
Patrex is at liberty to execute the award in accordance with law.
We, therefore, set aside the impugned order. The execution
applications therefore stand revived.
We substitute the appellant in the place and stead of Patrex
Vyapaar Limited in the execution proceedings. The execution proceedings
may continue in accordance with law from the stage which it had reached.
Learned Advocate for the respondent says that its application for
setting aside of the awards under Section 34 of the Arbitration and
Conciliation Act, 1996 is pending before a Learned Judge of this Court. He
submits that the same should be disposed of on an early date. The
respondent shall be at liberty to make such prayer before the Learned Judge
who is in seisin of the matter.
The department is directed to carry out necessary amendment of
the pleadings in the execution proceedings by substituting BNK Securities
Private Limited in the place and stead of Patrex Vyapaar Limited within a
fortnight from date.
The appeals being APO/79/2024 and APO/77/2024 are disposed
of.
(ARIJIT BANERJEE, J.)
(OM NARAYAN RAI, J.)
bp
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