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Companies Law - Case Laws
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- 2021 (1) TMI 656 - NATIONAL COMPANY LAW TRIBUNAL HYDERABAD BENCH
Restoration of name of the Company in the Register of Companies maintained by the Registrar of Companies - Section 252(3) of the Companies Act, 2013 - HELD THAT:- After going through the provisions of Section 252 (3) of the Companies Act, 2013, this Tribunal is of the view that the Company was in existence and it is a going concern and name of the Company to be restored in the Register of Companies as maintained by RoC. The Registrar of Companies, the Respondent herein, is ordered to restore the original status of the Company as if the name of the company has not been struck off from the Register of Companies and take all consequential actions like change of company's status from 'Strike off' to Active (for e-filing), to restore and activate the DINs if applicable, to intimate the bankers about restoration of the name of the company so as to defreeze its accounts.
- 2021 (1) TMI 654 - NATIONAL COMPANY LAW TRIBUNAL CHANDIGARH BENCH
Sanction of scheme of Amalgamation - sections 230-232 and other applicable provisions of the Companies Act, 2013, read with Companies (Compromises, Arrangements, Amalgamations) Rules 2016 - HELD THAT:- It could be seen that the Transferor Companies are directly or indirectly, wholly owned subsidiaries of the Transferee Company, accordingly, upon the Scheme becoming effective, all the equity shares held by the Transferee Company in the Transferor Companies either by itself or through its subsidiaries/nominess shall stand cancelled and extinguihed. Therefore, there will be no issue and allotment of shares as consideration by the Transferee Company to the shareholders of the Transferor Companies upon coming effect of the Scheme. The Applicant Companies have filed compliance affidavit vide Special Diary No. 135 dated 18.06.2020. The Provision....... + More
- 2021 (1) TMI 653 - NATIONAL COMPANY LAW TRIBUNAL , HYDERABAD BENCH
Seeking restoration of name of the Company in the Register of Companies - Section 252 of the Companies Act, 2013 - HELD THAT:- After going through the provisions of Section 252 (3) of the Companies Act, 2013, this Tribunal is of the view that the Company was in existence and it is a going concern and name of Company to be restored in the Register of Companies as maintained by RoC. The Registrar of Companies, the 2nd Respondent herein, is ordered to restore the original status of the Applicant/1st Respondent Company as if the name of the company has not been struck off from the Register of Companies and take all consequential actions like change of company's status from 'strike off' to Active (for e-filing), to restore and activate the DINs if applicable, to intimate the bankers about restoration of the name of the company so as to defreeze its accounts - AApplication allowed.
- 2021 (1) TMI 651 - NATIONAL COMPANY LAW TRIBUNAL , BENGALURU BENCH
Seeking revival of the Company with minimum or nil penalty for the delay and to waive off the additional fee payable an account of filing of Annual Returns/Reports with the ROC, Karnataka till FY 2018-19 - HELD THAT:- It is not in dispute that the Registrar of Companies is conferred with power U/s. 248(1) to strike off the Company, if the Company has failed to commence its business within one year of its incorporation or a Company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any Application within such period for obtaining the status of a dormant Company U/s. 455. However, Section 248(6) states that the Registrar of Companies, before finally striking off Company, has to satisfy himself that sufficient provision has been made for the realization of all amounts due t....... + More
- 2021 (1) TMI 650 - NATIONAL COMPANY LAW TRIBUNAL , BENGALURU BENCH
Seeking condonation of delay of 569 days caused in submission of the Order of this Tribunal dated 26.04.2018 along with the Corrigendum dated 05.07.2018 to the Registrar of Companies - seeking direction to ROC to accept the same and take them on record - HELD THAT:- It is not in dispute that the main Company Petition was disposed of by an Order dated 26.04.2018. It is also seen that the Scheme of Arrangement was envisaged and approved so that the Resulting Company, which deals with software applications and solutions, would benefit by having a separate identity, its own capital and human resource management, focussed leadership, etc., which would be hampered if the delay prayed for is not condoned. As per the learned Counsel the delay has occurred due to inadvertence. In order that the Demerged and Resulting Companies can avail the benefi....... + More
- 2021 (1) TMI 616 - NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH
Seeking directions for holding and convening of AGM - Seeking appointment of Chairman to conduct the Annual General Meeting - HELD THAT:- It appears from the records that the Petitioner Company is a shareholder of the Respondent No.1 Company [M/s. Sayegh Paint Factories India Private Limited]. It is also seen that the Petitioner Company through its Directors made a specific demand in writing to conduct the Annual General Meeting of the Respondent Company, but no steps have been taken by the Respondent-Company or its Directors to convene the Annual General Meeting for the financial years 2018-2019 to transact the businesses sought for. This Tribunal has power to direct the calling of an Annual General Meeting of the Company as the Annual General Meeting of the Company for the year 2018-2019 and 2019-2020 have not been held. This Tribunal a....... + More
- 2021 (1) TMI 614 - NATIONAL COMPANY LAW TRIBUNAL ALLAHABAD BENCH
Seeking expulsion of the appellants from membership of the club taken by the managing committee of the respondent company - seeking rectification of register of Member of Respondent NO. 1 company by restoring the name of the appellant in the register without any break or interruption in his membership - HELD THAT:- The right of a member in a club is an important right which cannot be taken away only if such member raises his voice amongst members inter se regarding some irregularities in functioning of the Club and which messages are not made public, specially the content of which do not indicate that it was in any way derogatory to the prestige of the Club or was made With the intention to malign the reputation of the Club. Expulsion or termination of membership after initiation of the disciplinary proceedings is like imposing a major pu....... + More
- 2021 (1) TMI 576 - NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI
Approval of scheme of amalgamation - seeking directions for convening, holding and conducting of the meeting of the Equity Shareholders and dispensing with conducting of the meeting of Unsecured Creditors - Section 230-232 of The Companies Act, 2013 read with The Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT:- This Bench directs, in accordance to Section 230(5) of the Companies Act, 2013, the Applicant Companies shall individually serve the notices of this Petition to the following Authorities, namely : (a) Central Government through Regional Director (Northern region), Ministry of Corporate Affairs, (b) Registrar of Companies, NCT of Delhi & Haryana, Ministry of Corporate Affairs, (c) Official Liquidator, Delhi (d) The Income Tax Department, and (e) Such other Sectoral Regulatory Authorities, which g....... + More
- 2021 (1) TMI 575 - NATIONAL COMPANY LAW TRIBUNAL, ALLAHABAD BENCH
Seeking restoration of name in the Registrar of Companies - section 248 of the Companies Act, 2013 read with Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 - HELD THAT:- The provisions pertaining to restoration of the name of the company has been provided in Section 252 of the Companies Act 2013 which includes that, if it is just and equitable to restore the name of the company in the Registrar of Companies, it may direct the RoC to restore the name in its Register - The Appellant has been able to satisfy this bench that it has certain assets which necessitate and justify the restoration of its name in the Register of Companies. A step as stringent as what has been taken at least requires an opportunity to the appellant to take remedial measures. Merely to disallow restoration on grounds of its failur....... + More
- 2021 (1) TMI 574 - NATIONAL COMPANY LAW TRIBUNAL — AHMEDABAD BENCH
Reduction in share capital - cancellation/extinguishment of shares as approved by the share-holders at their annual general meeting - section 66 read with section 52 of the Companies Act, 2013 read with the National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016 and the Rules framed thereunder - HELD THAT:- From the balance-sheets submitted by the company, it is noted that as on August 24, 2020 as per books, the company is having negative net worth/shareholders funds of ₹ 1,609.66 lakhs (share capital of ₹ 698.50 lakhs + other equity of Rs. (-) 2,308.16 lakhs) and borrowings and inter corporate loans are to the tune of ₹ 11,354.43 lakhs. Other equity consists of share premium account and accumulated losses. The book value per share as on August 24, 2020 is Rs. (-) 23.04. Further, f....... + More
- 2021 (1) TMI 573 - NATIONAL COMPANY LAW TRIBUNAL — AMARAVATI BENCH
Seeking sanction of the proposed scheme of amalgamation - section 232 read with section 230 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT:- On perusal of the scheme, the documents produced on record and the undertakings given by the petitioner-companies by way of affidavits, the scheme of amalgamation appears to be fair and reasonable and is not contrary to public policy and not violative of any provisions of law. All the statutory compliances have been made under sections 230 to 232 of the Companies Act, 2013. The scheme of amalgamation with appointed date as April 1, 2019 is hereby sanctioned. The same shall be binding on the petitioners and their respective shareholders, secured creditors, unsecured creditors/trade creditors, employees and all concerned - Petition allowed.
- 2021 (1) TMI 522 - MADRAS HIGH COURT
Disqualification of Directors - Seeking to direct the respondents to permit the petitioners to get re-appointed as Directors of any Company or appointed in any other Company without any hindrance - HELD THAT:- The issue involved in these writ petitions is no more a res integra. It is to be stated that the Registrar of Companies (RoC) has been disqualifying the Directors under Section 164(2)(a) of the Companies Act, 2013 by order dated 08.09.2017. Another list was published in the website of the first respondent on 01.11.2017 disqualifying the Directors. Yet another list of Directors were disqualified on 17.12.2018 by the RoC. The Hon'ble Division Bench in MEETHELAVEETIL KAITHERI MURALIDHARAN, KAMAL ANEESMOHAMED, SATHISH KUMAR GOPAL, GOVINDASAMY BALASUBRAMANIAM, PAARI SENTHIL KUMAR, PAARI DHANALAKSHMI, VERSUS UNION OF INDIA, THE REGIST....... + More
- 2021 (1) TMI 521 - NATIONAL COMPANY LAW TRIBUNAL KOCHI BENCH
Approval of scheme of Amalgamation - seeking orders dispensing with the meetings of its Shareholders, Secured Creditors in respect of 1st Petitioner Company only as 2nd Petitioner Company did not have any Secured Creditors and also Meetings of Unsecured Creditors of both Companies - HELD THAT:- As required under Rule 16 of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 has been affected in two Newspapers, i.e., the Indian Express (English) dated 08.12.2020 and Mathrubhumi (Malayalam) dated 10.12.2020 and no one has filed objection against the Scheme of Amalgamation of the Petitioner Companies. This Bench is of the view that the Scheme placed before this Bench on 16.10.2020 can be sanctioned. Hence, this Tribunal Sanction the Scheme of Amalgamation of M/s. Kunnath Paper Mills Private Limited with M/s. Mundassery Boa....... + More
- 2021 (1) TMI 520 - NATIONAL COMPANY LAW TRIBUNAL HYDERABAD BENCH
Restoration of name of the company from the register of companies - section 252(3) of the Companies Act, 2013 Read with Rule 87A of the NCLT (Amendment) Rules, 2017 - HELD THAT:- Having satisfied with the reasons as mentioned in the Application, and the evidence in support of the contentions that the RI Company is holding certain assets and liabilities in the form of Land and Advances, this Tribunal is of the opinion that it would be just and proper to order restoration of name of the Company in the Register of Companies. In view of the averments made and evidence placed, refusal to restore will be an excessive penalty for the over-sight on the part of the R1 Company. The Applicant shall file all the pending Financial Statements and Annual Returns with R2 (RoC) as per the Act and Rules made thereunder. It shall also comply with the provisions of the Companies Act, 2013 without any delay in future. Form INC 28 shall also be filed as per procedure - Application disposed off.
- 2021 (1) TMI 519 - NATIONAL COMPANY LAW TRIBUNAL , BENGALURU BENCH
Seeking to amend/modify the order to the effect and extent of directing that the requisite meeting of the Secured Creditor of the Applicant No. 1 / Transferor Company shall he convened and held on 22.02.2020 or any such date with adequate opportunity for the Applicant Companies to adhere to the statutory timelines prescribed for sending as well as advertising notice of the said meeting - Section 230-232 & 420 of the Companies Act, 2013 r/ w Rules 11 & 154 of the NCLT Rules, 2016 - HELD THAT:- Application is disposed of with following directions by modifying order dated 03.12.2020 passed in the case: (1) A Meeting of Secured Creditor of the Applicant Company No. 1/ Transferor Company is directed to be convened and held on 22nd February 2021, for the purpose of considering the proposed Scheme of Amalgamation. (2) The Quorum for the ....... + More
- 2021 (1) TMI 518 - NATIONAL COMPANY LAW TRIBUNAL CHENNAI BENCH
Restoration of name of the company in the Register maintained by the Respondent - Section 252(3) of the Companies Act, 2013 - HELD THAT:- It is evident from the plea of the Applicant that the Applicant Company seeking for restoration of its name in the register as maintained by RoC is not seriously pressing the validity of the process undertaken by the RoC in striking off the name of the Applicant Company as envisaged under Section 248 of the Companies Act, 2013 read with attendant Rules. However, the Applicant is seeking restoration of its name in the register as maintained by RoC by relying up on the ground that the Applicant Company as of date is carrying on the business for which it was incorporated and it is in operation and in the circumstances, it is just that the name of the Company should be restored on the Register of Companies ....... + More
- 2021 (1) TMI 517 - NATIONAL COMPANY LAW TRIBUNAL — AHMEDABAD BENCH
Reduction of Share Capital - section 66 of the Companies Act, 2013 read with the National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016 - HELD THAT:- The petitioner-company is directed to publish the notices about registration of order and minutes of reduction by the concerned Registrar of Companies, Ahmedabad, Gujarat in two newspapers, namely, i. e., Business Standard in English language and translation thereof in Sandesh in Gujarati language both having circulation in the State of Gujarat within 30 days of registration. The petition for the reduction of share capital of the company is allowed subject to the directions given hereinabove. All concerned regulatory authorities to act on production of certified copy of this order to be issued on demand by the Deputy Registrar/Assistant Registrar, National Company Law Tribunal, Ahmedabad Bench.
- 2021 (1) TMI 516 - NATIONAL COMPANY LAW TRIBUNAL , BENGALURU BENCH
Seeking restoration of name of the Company on the Register of Companies maintained by the Registrar of Companies - section 252(3) of the Companies Act, 2013, R/w Rule 87A of the NCLT (Amendment) Rules, 2017 - HELD THAT:- It is not in dispute that the Registrar of Companies is conferred with power U/s. 248(1) to strike off the Company, if the Company has failed to commence its business within one year of its incorporation or a Company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any Application within such period for obtaining the status of a dormant Company U/s. 455. However, Section 248(6) states that the Registrar of Companies, before finally striking off Company, has to satisfy himself that sufficient provision has been made for the realization of all amounts du....... + More
- 2021 (1) TMI 515 - NATIONAL COMPANY LAW TRIBUNAL , BENGALURU BENCH
Seeking restoration of name of the Company in the Register of Companies - section 252 of the Companies Act, 2013 - HELD THAT:- It is not in dispute that the Registrar of Companies is conferred with power U/s. 248(3) to strike off the Company, if the Company has failed to commence its business within one year of its incorporation or a Company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any Application within such period for obtaining the status of a dormant Company U/s. 455. However, Section 248(6) states that the Registrar of Companies, before finally striking off Company, has to satisfy himself that sufficient provision has been made for the realization of all amounts due to the Company and for the payment or discharge of its liabilities and obligations by the Co....... + More
- 2021 (1) TMI 514 - NATIONAL COMPANY LAW TRIBUNAL , KOLKATA BENCH
Oppression and mismanagement - Section 241 and 242 of the Companies Act, 2013 - prayer for appointment of a Special Officer to take control of the affairs of the Company and handle the books of accounts - HELD THAT:- Considering the objection to sell out or buy out the shares of shareholders who are willing to exist form R1 or takes over R1 company without the other rival shareholders, it appears to me that the objections of the respondents in arriving at a competitive price higher than the price fixed by the valuer is unsustainable under law and devoid of any merits. Highlighting the Hon'ble NCLAT order dated 12.03.2020 that the Tribunal is expected to decide the CP on merits instead of adjourning the matter based on IA's, the Ld. Pr. CS has submitted that this Tribunal is prevented from conducting bidding to enable the parties t....... + More
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