NCLAT Chennai Upholds Dismissal of Section 9 Plea Filed by Non-Existent Entity Post-Amalgamation

April 2, 2026 : The National Company Law Appellate Tribunal (NCLAT), Chennai Bench, has upheld the dismissal of a Section 9 application under the Insolvency and Bankruptcy Code, 2016, reiterating that insolvency proceedings initiated by a non-existent entity are not maintainable in law.

The Appellate Tribunal, comprising Justice Sharad Kumar Sharma (Judicial Member) and Jatindranath Swain (Technical Member), dismissed the appeal filed by M/s. Samunnati Agri Value Chain Solutions Pvt. Ltd., affirming the order of the NCLT, Amaravati Bench dated 24.04.2025.

The dispute arose from a Section 9 application filed on 19.09.2024 by M/s. Samunnati Agro Solutions Private Limited, claiming to be an operational creditor. However, the Tribunal noted that this entity had already ceased to exist pursuant to a scheme of arrangement approved on 23.12.2022 by the NCLT, Chennai-II, under Sections 230–232 of the Companies Act, 2013.

Under the approved scheme, Samunnati Agro Solutions Private Limited was amalgamated into Samunnati Financial Intermediation & Services Private Limited, with all its assets, liabilities, and undertakings transferred to the resultant company. The order expressly provided that the transferor company would stand dissolved without winding up.

In light of this, the Appellate Tribunal observed that the entity which filed the Section 9 application lacked juristic existence at the time of initiation of proceedings. It held that “the entity… was rather a non-existing entity” and therefore had no authority to invoke insolvency jurisdiction.

Rejecting the appellant’s contention that subsequent proceedings, including an order dated 04.03.2025 in IA (CA)/15 (CHE)/2025, revived its legal status, the Tribunal clarified that such proceedings only addressed the effective date of the scheme and did not confer juristic personality on the dissolved entity.

The Tribunal further noted a discrepancy in the identity of the operational creditor, pointing out that the Section 9 application was filed in the name of Samunnati Agro Solutions Private Limited, whereas the appellant before the Tribunal was Samunnati Agri Value Chain Solutions Private Limited. Even on the appellant’s own showing, any legal existence was attributable to a different entity, not the one that had initiated the insolvency proceedings.

Emphasizing that only a legally existing entity can maintain proceedings under the IBC, the Tribunal concluded that the application was fundamentally defective. Since the petition had been instituted by a company that had already been dissolved pursuant to amalgamation, it lacked the necessary juristic authority.

Accordingly, the NCLAT held that the NCLT had rightly dismissed the company petition as not maintainable and found no error in the impugned order. The appeal was dismissed, and all pending interlocutory applications were closed.

Cause Title: Samunnati Agri Value Chain Solutions Pvt. Ltd. v. Nekkanti Sea Foods Ltd.

Case No.: Company Appeal (AT) (CH) (Ins) No. 337/2025

Coram: Justice Sharad Kumar Sharma (Member Judicial), Jatindranath Swain (Member Technical)