Case Details

Case Name: IVN.P. No. 3/KB/2025 in C.P.(CAA) No. 81/KB/2025 in C.A. (CAA) No. 62/KB/2025

Court/Authority: National Company Law Tribunal, Kolkata Bench (Court No-II)

Parties:

  • Transferor Company: EMC Limited
  • Transferee Company: Salasar Techno Engineering Limited
  • Applicant: Shambhu Nath Jajodia

Judges: Shri. Labh Singh (Member Judicial), Ms. Rekha Kantilal Shah (Member Technical)

Date of Pronouncement: 22nd May, 2026

Parties Involved

Petitioners/Respondents: EMC Limited (Transferor Company), Salasar Techno Engineering Limited (Transferee Company)

Applicant/Intervenor: Shambhu Nath Jajodia

Legal Representatives:

  • For Petitioner: Mr. Rishav Banerjee, Adv.; Mr. Kartikeya Goel, Adv.; Mr. Rohit Kumar Keshri, Adv.; Mr. Ankit Chaurasia, Adv.
  • For Intervenor: Mr. Shaunak Mitra, Adv.; Mr. Riyanshu Agarwal, Adv.

Issues / Allegations / Violations

The Applicant, Shambhu Nath Jajodia, sought to intervene in the amalgamation scheme between EMC Limited and Salasar Techno Engineering Limited with the following allegations:

  • Claimed to have purchased 200 equity shares of EMC Limited from Mr. Arun Kiron Paul Chowdhury and Durga Paul Chowdhury, though shares were not registered in his name
  • Alleged that promoters and directors of EMC Limited fraudulently initiated Corporate Insolvency Resolution Process (CIRP) to wipe out bank liabilities
  • Claimed attempted acquisition by friendly party Almas Global Opportunity Fund SPC, which was later rejected by NCLT
  • Alleged that liquidation was initiated with mala fide intention to minimize payouts to stakeholders
  • Accused promoters of siphoning and misappropriating thousands of crores of public money obtained through credit facilities
  • Cited forensic review report by Ernst & Young LLP that revealed irregularities, but claimed Resolution Professional and liquidator did not take further inquiry steps
  • Alleged that amalgamation scheme was not made in good faith and would enable corporate layering to hide ownership and evade accountability

Findings & Observations

  • Tribunal found that Applicant failed to meet statutory threshold under Section 230(4) of Companies Act, 2013
  • Applicant could not prove holding not less than 10% of shareholding or having outstanding debt amounting to not less than 5% of total outstanding debt
  • Shares allegedly purchased were not registered in Applicant's name
  • Applicant failed to place on record any agreement or documentary evidence of share purchase
  • No pleading that Transferor Company owes any debt to Applicant
  • All allegations pertained to promoters and erstwhile management of Transferor Company, not relevant to current amalgamation
  • Transferee Company acquired Transferor Company on clean slate basis through liquidation process
  • Applicant's intervention application (Ivn. (IBC) No. 28 of 2024) still pending before Bench-I of NCLT
  • Applicant's company petition (C.P. no. 306 of 2023) seeking investigation into EMC's affairs was dismissed for non-prosecution on 10th December, 2024
  • Restoration application (C.A. (Restoration) No. 1 of 2024) for recalling dismissal order still pending

Penalties / Settlements / Directions

  • Tribunal imposed costs of ₹50,000 (Rupees Fifty Thousand Only) upon Applicant Shambhu Nath Jajodia
  • Costs to be deposited with The Prime Minister's National Relief Fund within seven days from order date
  • Registry directed to send copies of order to all parties and to The Prime Minister's National Relief Fund

Final Ruling & Enforcement

  • Intervention petition IVN.P. No. 3/KB/2025 dismissed
  • Applicant denied intervention in amalgamation proceedings
  • Scheme of amalgamation between EMC Limited and Salasar Techno Engineering Limited to proceed without Applicant's intervention
  • Tribunal found petition frivolous and abuse of judicial process
  • Characterized application as attempt at forum shopping to delay sanction of merger scheme

Background Context

  • EMC Limited admitted into CIRP under IB Code, 2016 on 12th November, 2018
  • NCLT ordered liquidation of EMC Limited on 21st November, 2023
  • Salasar Techno Engineering Limited acquired EMC on going concern basis through e-auction conducted by Liquidator under Section 35(1)(f) of IB Code
  • Acquisition price: ₹178 crores (Rupees One Seventy Eight Crores)
  • Sale approved by NCLT vide order dated 22nd October, 2024
  • Liquidation process closed vide order dated 8th January, 2025