NCLAT Dismisses Appeal Against Order Allowing Former Promoters To Represent Aquafil Polymers

The National Company Law Appellate Tribunal (NCLAT) at Delhi has recently dismissed as infructuous an appeal filed by majority shareholder Dr. Anita Roy against an interim order permitting the former promoters of Aquafil Polymers Company Private Limited to represent the company in pending proceedings.

The tribunal held that in view of a subsequent comprehensive order passed in July 2025 appointing an Independent Administrator and directing a forensic audit, no effective relief could now be granted.

A Bench of Justice Mohd. Faiz Alam Khan and Technical Member Indevar Pandey observed that the company's management now operates under tribunal supervision.

The dispute arose from a Share Purchase and Subscription Agreement dated 25 September 2019. Roy acquired a 75% stake for Rs. 1.94 crore. Funds were arranged toward a Rs. 18 crore One Time Settlement after the company's loan account was classified as a Non-Performing Asset.

The agreement segregated past liabilities and receivables. The promoters remained liable for claims reflected in the books up to 31 March 2019. They were entitled to pursue and retain disputed receivables from that period.

In 2021, Roy alleged concealment of liabilities. On 3 December 2022, the Board revoked earlier authorisations permitting the promoters to represent the company. The promoters thereafter filed an oppression and mismanagement petition.

On 15 March 2023, the NCLT permitted the promoter-directors to represent the company in all judicial, quasi-judicial and arbitral proceedings. Roy challenged the order, arguing that the relief granted travelled beyond the pleadings.

Examining the agreement, the appellate tribunal upheld the NCLT's reasoning. It observed:

“If the promoters are liable for claims on account of Disputes Receivables before 31.03.2019 and also benefit from receipts arising out of Disputes Receivables. At the same time the new management is indemnified on account of past liabilities, it would be proper that the promoters, who are also the Directors of the company, represent the company in such proceedings.”

The tribunal noted that the interim order was reasoned and did not suffer from infirmity.

It then took note of the NCLT's order dated 18 July 2025, which removed the Managing Director, appointed an Independent Administrator, and directed a forensic audit into compliance with the agreement and treatment of disputed receivables.

The interim permission allowing the promoters to represent the company was allowed to continue, but subject to the oversight of the Independent Administrator.

In light of this broader supervisory arrangement, the NCLAT held that the interim order no longer functioned on its own and that the appeal had therefore become infructuous.

The appeal was dismissed.

For Appellant: Advocate Sajeve Deora

For Respondents: Senior Advocate Aashish Mohan with Advocates Vibhor Verdhan, Pulkit Chawla, and Auritra Mukherjee.