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Companies Law - Case Laws
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- 2020 (9) TMI 1005 - GUJARAT HIGH COURT
Auction Sale - Disbursement of the amount lying with the Official Liquidator pursuant to the auction sale - HELD THAT:- This Court has perused the report submitted by the Talati & Talati, Chartered Accountant dated 24th January 2020 together with Re-verification report dated 18th February 2020 for the claim of IDBI and State Bank of India - In view of the above fact situation, the Official Liquidator is directed to disburse the following amount from the balance lying in the account of the company in liquidation. The official liquidator is directed to verify the details of each of the worker and shall deposit the claim amount of each of the workers in their respective bank accounts directly by IMPS/RTGS/NEFT - The Official Liquidator is further directed that the amount payable to the secured creditors and unsecured creditors shall be d....... + More
- 2020 (9) TMI 1004 - NATIONAL COMPANY LAW TRIBUNAL , SPECIAL BENCH, MUMBAI
Sanction of Amalgamation Scheme - Sections 230 to 232 of the Companies Act, 2013 - HELD THAT:- Upon perusal of the petitioner companies’ reply, we feel that the ends of justice will be met if we direct that the provisions of section 232(6) of the Companies Act, 2013, shall be applicable to the Scheme. In other words, the Scheme shall be effective from the Appointed Date indicated in the Scheme - The RD, after perusing the reply of the petitioner companies, has submitted a satisfactory report in so far as his observations at paragraph IV(a), and IV(c) to IV(g) are concerned. The clarifications given by the Petitioner Companies are hereby accepted by the Tribunal. The Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 2013 and the Rules made thereunder whichever is ap....... + More
- 2020 (9) TMI 1003 - NATIONAL COMPANY LAW TRIBUNAL, SPECIAL BENCH, MUMBAI
Approval of scheme of compromise or arrangement - section 230(2)(a) and (c) of Companies Act - the proposed Scheme has not been consented to by 75% of the Secured Creditors - Creditors Responsibility Statement is not attached to the CA - no statement made in the CA with regard to safeguards for protection of other secured and unsecured creditors - report by the auditor of Liquidity test not attached - Valuation report in respect of the shares and the property by a registered valuer is not attached - terms of the Scheme contemplate a debt restructuring of the financial creditors in addition to Operational Creditors. HELD THAT:- This Bench has considered the affidavit filed by the Respondent Company as well as its authorised representative. Suffice it to say that we do not find the explanations altogether convincing. This is especially due ....... + More
- 2020 (9) TMI 1002 - NATIONAL COMPANY LAW TRIBUNAL, SPECIAL BENCH, MUMBAI
Approval of Composite Scheme of Amalgamation and Plan of Merger - sections 230 to 232 read with section 234 and other applicable provisions of Companies Act, 2013 - HELD THAT:- The observations of the Regional Director (Western Region), Ministry of Corporate Affairs, Mumbai, mentioned in para 10 above, have been clarified by the Petitioner Companies in para 11 above. The clarifications are accepted. Moreover, the Petitioner Companies, through their Counsel, undertake to comply with all statutory requirementsrequired under the Companies Act, 2013 and the rules made thereunder, whichever is applicable. The undertakings given by the Petitioner Companies are accepted - The Official Liquidator, High Court, Bombay, has filed his report dated 14th July 2020 with the Tribunal, inter alia submitting that the affairs of the First Petitioner Company....... + More
- 2020 (9) TMI 1001 - NATIONAL COMPANY LAW TRIBUNAL, SPECIAL BENCH, MUMBAI
Sanction of Scheme of Merger by Absorption - sections 230 to 232 and other applicable provisions of the Companies Act, 2013 - HELD THAT:- From the material on record, the Scheme appears to be fair and reasonable and is not in violation with any provision of law and is not contrary to public policy - Since all requisite statutory compliances have been fulfilled, petition is made absolute in terms of prayer clause (a) to (c) thereof. The Scheme of Merger by Absorption is sanctioned hereby, and the Appointed Date of the Scheme of Merger by Absorption is 1stApril 2019. The Transferor Companies be dissolved without winding up - application allowed.
- 2020 (9) TMI 1000 - NATIONAL COMPANY LAW TRIBUNAL , SPECIAL BENCH, MUMBAI
Sanction of Amalgamation Scheme - dispensation of meeting of equity shareholders and creditors - sections 230 to 232 and other applicable provisions of the Companies Act, 2013 - HELD THAT:- This Bench hereby dispenses with the meetings of the Unsecured Creditors of each of the Applicant Companies. However, this Bench hereby directs that notices be issued to each Unsecured Creditor of each of the Applicant Companies with a direction that they may submit their objection, if any, to the Tribunal within thirty days of receipt of notice. Copies of such objections shall simultaneously be served upon the respective Applicant Company at its Registered Office. It shall be the duty of the Applicant Company concerned to ensure that every creditor of such company is put on notice as regards the Scheme. Further, any objection raised by any person shal....... + More
- 2020 (9) TMI 901 - NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI BENCH
Striking off the name of the company from the ROC - Section 252 of the Companies Act, 2013 - grounds contemplated under section 252 of Companies Act, 2013, are that the company was carrying on business or was in operation at the time of striking off its name, and where it appears “just” to the Adjudicating Authority that the name of the company is to be restored to the Register of Companies and the Section 252(1) of the Act - HELD THAT:- The Appellant has submitted sufficient evidence that it has been in operation during the period preceding strike off, therefore it could not be termed as a defunct company as per section 252 of the Act. Thus, taking into consideration the provisions of Section 252(1) of the Companies Act,2013, which vests this Tribunal with a discretion where the Company, whose name has been struck off, and su....... + More
- 2020 (9) TMI 900 - NATIONAL COMPANY LAW TRIBUNAL , CHENNAI BENCH
Striking off the name of the Company passed by the RoC/Respondent - Section 248 of the Companies Act, 2013 - HELD THAT:- From the contention raised by the Counsel for the Applicant it can be seen that the Applicant is relying on the "just ground" as envisaged under Section 252(3) of the Companies Act, 2013 to restore the name of the Company in the Register of Companies maintained by the RoC/Respondent - Apart from the said "just ground" relied on by the Applicant from the typed set of documents filed in the Application, it may be seen as rightly pointed out in the Report of the RoC/Respondent that the Company has not filed any Income Tax Returns for the period from 2003-2019 nor any GST Returns in order to show that the Company is a going concern. However, as already stated that the Applicant relies only upon the "....... + More
- 2020 (9) TMI 889 - NATIONAL COMPANY LAW TRIBUNAL , DELHI BENCH
Referral of case to arbitrator - declare the notice of EGM dated 16th December 2019, invalid - cancellation of the proposed EGM and during the pendency - direction to Respondent to maintain the status quo in the shareholding of the Respondent-1 - HELD THAT:- Merely, plain reading of the provisions of Section 45 of the Arbitration and Conciliation Act, 1996 shows that the word unless it is prima facie find is added by amendment dated 30.08.2019 in Section 45 of the Arbitration and Conciliation Act, 1996, which shows that if prima facie it is find that the agreement is null and void or inoperative or incapable of being performed then Section 45 of the Arbitration and Conciliation Act, 1996 is not applicable. Admittedly, the main application is pending for consideration and during the pendency of the main application, the present two interlo....... + More
- 2020 (9) TMI 852 - DELHI HIGH COURT
Issuance of summons to the petitioner - petitioner is one of the 287 persons/entities that are accused in the said complaint and against whom summons have been directed to be issued in terms of the impugned summoning order - offences under Sections 128, 129, 448 read with Section 447 of the Companies Act, 2013. HELD THAT:- It is clear from the plain language of Section 16A(2)(b) of the Banking Companies (Acquisition and Transfer of Undertakings) Act that a Nominee Director would not incur any obligation or any liability by reason only of his being a director or for anything done or omitted to be done in good faith in discharge of his duties as a director or anything in relation thereto - It is also well settled that a Director cannot be vicariously held responsible for any offence committed by the company unless the relevant statute itsel....... + More
- 2020 (9) TMI 851 - DELHI HIGH COURT
Jurisdiction - elections to the Board of Directors (APEX Council) of a company - allegations of oppression and mismanagement - wrongful appointment of an Ombudsman in violation of Articles of Association - Whether adjudication can be done by a civil court or whether jurisdiction vests exclusively with the National Company Law Tribunal (NCLT)? - Section 430 of the Companies Act, 2013. HELD THAT:- What emanates from the preceding arguments and on consideration of the comparative chart presented, is that sections 241, 242 and 244 of the Companies Act deal with all the issues which have been raised in the suit. The NCLT has been specifically conferred powers to address grievances relating to the affairs of the company, which may be prejudicial or oppressive to any member of the company, or for issues of appointment of directors. The appointme....... + More
- 2020 (9) TMI 850 - NATIONAL COMPANY LAW TRIBUNAL , MUMBAI BENCH
Reduction of Share Capital - HELD THAT:- The Petitioner Company has complied with the requirements as per the directions of the Tribunal vide Order pronounced on 3rd August, 2020. In pursuance of the said Order, a Brand Valuation Report for the Petitioner Company along with a Covering Affidavit, annexed with a Legal Submission was filed with the Tribunal on 14th August, 2020. A copy of the same was furnished to the Regional Director on the 14th August, 2020 - the Petitioner Company further submits that the Petitioner Company has complied with all statutory requirements as per the directions of the Tribunal. Moreover, the Petitioner Company also undertakes to comply with statutory requirements, if any under the Companies Act, 2013 and the Rules made thereunder, as may be applicable. Since the requisite statutory procedure has been fulfille....... + More
- 2020 (9) TMI 849 - NATIONAL COMPANY LAW TRIBUNAL , MUMBAI BENCH
Restoration of the name of the company to the Register of Companies maintained by the Registrar of Companies, Maharashtra, Mumbai - section 252(3) of the Companies Act, 2013 - HELD THAT:- The Bench has observed that the company has assets and liabilities in its Books of Accounts during the immediately preceding two years from the date of striking off of its name by the Registrar of Companies. Besides, the petitioner company is in the business of real estate, and has taken advances from customers for its projects. Therefore, it would be just, equitable and in the interest of justice to provide an opportunity to the company to rectify its defaults and continue the business, so that the interests of its customers are not adversely affected. The prayer sought by the Petitioner company deserves to be allowed - Petition seeking restoration of the Company’s name in the register of companies maintained by the Registrar of Companies, Maharashtra, Mumbai is allowed.
- 2020 (9) TMI 848 - NATIONAL COMPANY LAW TRIBUNAL — AHMEDABAD BENCH
Sanction of scheme of merger by absorption - sections 230 to 232 and other applicable provisions of the Companies Act, 2013 - HELD THAT:- Various meetings have been dispensed with - In compliance of sub-section (5) of section 230 of the Act and rule 8 of the Companies (CAA) Rules, the applicant-companies shall send a notice of meeting in Form No. CAA-3 with a copy of the scheme of arrangement, the explanatory statement and the disclosures mentioned under rule 6. Application disposed off.
- 2020 (9) TMI 847 - NATIONAL COMPANY LAW TRIBUNAL — HYDERABAD BENCH
Oppression and mismanagement - sections 213 and 241 of the Companies Act, 2013 - petitioners contended that the second respondent and his family members are in the helm of affairs of the company and they mismanage the affairs of the company and also oppressed the other stake holders since incorporation - HELD THAT:- It is a fact admitted that the respondent-company was incorporated under the provisions of section 25 of the Companies Act, 1956 and it is carrying on with several religious and charitable operations - It could be seen from the pleadings that the petitioners have made allegations such as oppression and mismanagement and fraudulent conduct of company business, misappropriation of ₹ 80 lakhs, embezzlement of ₹ 4 to 5 crores in Tsunami Relief Fund embezzlement of ₹ 4 crores by sale of property at Jubilee Hills d....... + More
- 2020 (9) TMI 846 - NATIONAL COMPANY LAW TRIBUNAL — MUMBAI BENCH
Rectification of register of members by deleting the transfer entry - transfer of shares - direction to respondent to return to the appellant the share certificate pertaining to the said 1,66,550 equity shares - time limitation - HELD THAT:- This appeal is barred by limitation - The company has recorded the transfer of shares on the basis of the share transfer deed lodged with them in the year 2006. The validity of such transfer is being questioned at a belated stage after the lapse of ten years. Any action which ought to have been brought about to enforce the rights or revoke the transfer of shares by a deed of transfer within three years as per the Limitation Act, in the instance case, the action of challenging the validity of transfer deed dated December 22, 2006 was chosen to be filed on February 10, 2016 after a lapse of ten years fr....... + More
- 2020 (9) TMI 845 - NATIONAL COMPANY LAW TRIBUNAL — KOCHI BENCH
Allotment of Shares to Subsidiary Company - membership of Holding Company - violation of provisions of section 42(1) of the Companies Act, 1956 - HELD THAT:- The Bench has gone through the pleadings on record and the submissions made by learned counsel for the petitioner herein and accordingly came to the conclusion that the petitioners/defaulters herein had violated the provisions of section 42(1) of the Act. For such violation the punishment is provided under section 629A of the Companies Act, 1956. The allotment of 1,00,000 equity shares made to its subsidiary company DBFS Derivatives and Commodities Ltd., on April 21, 2007 is hit by section 42(1) of the Companies Act, 1956. Therefore, by each officer in default as members of the board of directors is subjected to a fine of ₹ 5,000 (rupees five thousand only), that too as a deter....... + More
- 2020 (9) TMI 807 - ALLAHABAD HIGH COURT
Winding up of Company - Section 20(1) of the Sick Industrial Companies (Special Provisions) Act, 1985 - change of place of registered office of company - HELD THAT:- Considering the lapse of 17 years since the reference dated 20.12.2002 was received from the BIFR in the year 2002/2003 and the Financial Position of the Company as disclosed in the affidavit of the Company as also the Official Liquidator, as, the total assets and the net worth of the Company exceeds the liabilities, as also in view of the three arbitration awards in its favour and the affidavit of Bank of India dated 29.04.2013 this Court is of the view that as the recommendation of the BIFR is not binding and conclusive upon this Court in view of the Division Bench judgment relied upon by the Company's counsel upon the case of J.M. MALHOTRA AND OTHERS VERSUS UNION OF IN....... + More
- 2020 (9) TMI 806 - NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH
Sanction of Scheme of Amalgamation - Sections 230 to 232 of the Companies Act, 2013 - HELD THAT:- The Official Liquidator has filed his report dated 20th February, 2020 inter alia, stating therein that the affairs of the Transferor Company have been conducted in a proper manner - From the materials on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. Since all the requisite statutory compliances have been fulfilled, Petition is made absolute in terms of prayer in the Petition.
- 2020 (9) TMI 805 - NATIONAL COMPANY LAW TRIBUNAL, DELHI BENCH
Approval of the Scheme of Amalgamation - Section 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016 - HELD THAT:- It is seen that the scheme is not detrimental to the applicant companies, its shareholders and creditors. The applicants, its members and creditors are the best judge to protect their interest. In the absence that the scheme is not fair, just and reasonable or that it is in contravention of statutory portions and for public interest, the decision of the shareholders and creditors, who have overwhelmingly voted in the favour of the scheme should be up held - upon considering the approval accorded by the members and creditors of the Petitioner companies to the proposed Scheme, and the affidavits filed by the Reg....... + More
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