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- 2020 (1) TMI 641
Stay of operation - Oppression and Mismanagement - case of appellant is that an abiding theme of Respondents’ conduct is the consistent and steady squeezeout of the Appellants’ rights and title to, and interest in, their ownership of 1st Respondent Company in a manner that is lacking in probity and is unfair. HELD THAT:- Permission to file appeals is granted - Issue notice. Until further orders, the operation of the impugned judgment shall remain stayed.
- 2020 (1) TMI 594
Declaration of consent terms - commencement of winding up proceedings - whether the applicant has pleaded and proved that the consent terms arrived at between the applicant and the respondent in the Comm. Admiralty Suit on 24th October, 2016 after commencement of the winding up proceedings was in the ordinary course of business and was in the best interest of the respondent company in liquidation or not? - HELD THAT:- Under Section 441(2) of the Companies Act, 1956, the winding up of the respondent shall be deemed to have commenced on the date of presentation of the petition for winding up i.e. 28th August, 2014 - It is admitted position that the consent terms between the applicant and the respondent in the said Comm. Admiralty Suit No. 15 of 2016 were filed only on 24th October, 2016. There is no dispute that this Court had already appoi....... + More
- 2020 (1) TMI 433
Prayer for amendment in the Judgment dated 18th December, 2019 - Conversion of Private Company into Public Company on the basis of average annual turnover - benefit under Section 43A (2A) of Companies Act - HELD THAT:- Section 43A (2A) while empowers a 'Public Company' to become a 'Private Company' on or after commencement of the Companies (Amendment) Act, 2000 by informing the matter to the Registrar for substitution of the word 'private company' with the word 'public company' in the name of the company upon the register and certificate of incorporation issued to the company and its memorandum of association but under Section 43A (4) such 'private company' which has been made public company by virtue of the said provision, will continue to be a 'public company' until it has, with the approv....... + More
- 2020 (1) TMI 280
Winding up petition - compensation paid by the National Highways Authority of India (NHAI) towards acquisition of the lands of the Company - whether the workers' union of the Company could maintain an application under Section 529A of the erstwhile Companies Act, 1956? HELD THAT:- This Court directs as follows:- I) That the Court continues to be in the position of custodia legis of the Company/BJF. II) That ipso facto there is no permanent stay of winding up. III) That as the custodia legis, this Court appoints a three member Committee of Management (for CoM). IV) The CoM will be constituted of the following members: 1) Mr. Mukul Lahiri, Learned Senior Advocate; 2) Mr. Snehatosh Mazumder, Learned Counsel; and 3) Mr. Sondwip Mukherjee, Learned Counsel (and erstwhile Joint Special Officer). V) The CoM will be entitled to appoint an Audi....... + More
- 2020 (1) TMI 279
Restoration of name of respondent on the register of companies maintained by the office of the ROC - allegation that the appellant has failed to prove that he is a creditor of the company - Section 421 of the Companies Act, 2013 - HELD THAT:- The Respondent No.3 and 4 has given an affidavit and indemnity in the year 2005, while applying for striking off the name of the company, that the Respondent No.2 company has no assets and liabilities and also undertook to pay any liability arising later on - We cannot say that it is outstanding as on 2005 or it has been paid to somebody who was not entitled to it because there are no records since 1998. Since the company has no assets and the company has not filed any return from 1998 onwards, therefore, it would be futile to restore the name of the company. Appeal disposed off.
- 2020 (1) TMI 278
Oppression and mismanagement - Prohibitory injunction against Respondents from effecting transfer of shares of the Appellants - application for release of interim payment of amount deposited by the Respondents - share price conversion in separate escrow account with HDFC Bank, Bhavnagar Branch - HELD THAT:- The Consent Terms recorded by the Tribunal amount to a Consent Decree notwithstanding the fact that the Company Petition was kept pending for formal disposal after admitting the Valuation Report and follow up action. Since, part consideration admittedly stands deposited by the Respondents in an Escrow Account, there was no justification in withholding its release in favour of the Appellants. Of course, the Tribunal could have insisted upon simultaneous delivery of share certificates by the Appellants while releasing such part payment a....... + More
- 2020 (1) TMI 241
Striking of the name of the appellant company from Register of Companies - disqualification of directors - HELD THAT:- Undisputedly the appellants have not filed the annual returns since the financial year 2013-2014 onwards. The appellant company is regularly carrying on its business, in support filed the Auditor Reports and financial statement for the year ended 31st March, 2014 to 31st March, 2017. The order of striking of name of the company from the register of companies is certainly prejudicial to the shareholders of the company - The order is liable to be set aside and is hereby set aside.
- 2020 (1) TMI 200
Stay on encashment of the Bank Guarantee - appealable order or not - HELD THAT:- As the impugned order dated 13th December, 2019 passed by the NCLT is an appealable order under Section 61 of the Code, 2016, we are not entering into the merits of the case. This is neither a case that a Labour Court is conducting a criminal case, nor a revenue Court is conducting a labour matter. In such eventuality, it can be said that there is want of jurisdiction - In the facts of the present case, the NCLT, Principal Bench, New Delhi has all power, jurisdiction and authority to decide the case in question. There can be an erroneous order of the NCLT, Principal Bench, New Delhi, but, an efficacious alternative remedy is available with the petitioner by way of statutory appeal under Section 61 of the Code, 2016 - thus, there is no reason to exercise our p....... + More
- 2020 (1) TMI 169
Vires of the proviso to Section 167(1)(a) of the Companies Act - Disqualification for appointment of Director - case of petitioner is that petitioner's rights have not been in any manner affected by the insertion of the proviso in as much as the petitioner is not a Director in any company and has not had to vacate his office by virtue of the proviso inserted in Section 167(1)(a) of the Companies Act by the Companies (Amendment) Act 2017 - HELD THAT:- As per Section 167(1)(a) of the 2013 Act, the office of the Director is to become vacant if a Director incurs any disqualification as provided for under Section 164. However, such all-encompassing provision existed in the 1956 Act with each of the grounds for vacation being listed individually. It is important to note that liability under Section 274(1)(g) was not a ground for a Director ....... + More
- 2020 (1) TMI 111
Grant of Interest - Sanction of financial facilities by the first Respondent to the Petitioner - main focus of the arguments of the learned counsel for the Official Liquidator was on the grant of interest at the rate of 12% per annum by the Arbitral Tribunal - HELD THAT:- The contention of the learned counsel for the Official Liquidator was that interest is payable at a rate not exceeding 4% per annum up to the date of winding up order as per Rule 156. In order to test this contention, it is necessary to closely examine Rule 156. Upon examining Rule 156, it is clear that it applies if “interest is not reserved or agreed for”. By implication, it does not apply if interest is agreed upon in the contract out of which the debt arises. In this case, it is the admitted position that the debt arises out of the extension of financial ....... + More
- 2020 (1) TMI 110
Appointment of Directors in contravention of provisions of law - Compounding for violation of provisions of section 165 of the Companies Act, 2013 - case of petitioner is that on August 1, 2018 he resigned as director from M/s. Yashoda Special Metals P. Ltd., and submitted his resignation to the company. With this resignation, he was director in 19 companies only. He was eligible to be appointed as director in one more company as provided under section 165 of the Companies Act, 2013 - According to the applicant, M/s. Yashoda Special Metals P. Ltd., failed to file Form DIR-12 with the Registrar of Companies, Hyderabad informing the resignation of the petitioner as director. HELD THAT:- In this case, there is no dispute that Form DIR-12 was filed on April 13, 2019. However, Form MGT-7 was also filed beyond the date of filing Form DIR-12. Th....... + More
- 2020 (1) TMI 109
Maintainability of application - Directions for dispensing with/ convening the respective meetings of shareholders, secured creditors and unsecured creditors of the Applicant Companies, in connection with the proposed Scheme of Amalgamation contemplated between the Applicant Companies - HELD THAT:- The Company does not have any Preference Shareholders, thus there is no requirement of convening any meeting of Preference Shareholders. In respect of Secured Creditors, it is represented that all the Secured Creditors of the Transferee Company representing 100% in value of the Transferee Company have given their consents by way of affidavits to the scheme and thus, the Transferee Company seeks dispensation of holding the meeting of the secured creditors. With respect to equity shareholders and Unsecured Creditors, the Transferee Company seeks ....... + More
- 2020 (1) TMI 108
Liquidation of Corporate Debtor - CIRP process was initiated - no resolution received - HELD THAT:- Since no Resolution Plan is received by this Authority under Sub-section (6) of Section 30 of the I&B Code, 2016, before the expiry of the Corporate Insolvency Resolution Process period of 180 days, the Corporate Debtor has to be ordered for Liquidation - It is noted that IRP is not willing to be appointed as the Official liquidator and thus COC left at this authority to appoint the Official Liquidator. This Authority hereby orders for liquidation of the Corporate Debtor viz., M/s. Vibha Overseas Exim Private Limited which shall be conducted in the manner as laid down in Chapter III of part II of the I&B Code, 2016.
- 2020 (1) TMI 107
Winding up of respondent company - recovery of outstanding dues - issuance of demand notice, demanding to pay the outstanding amount and also complied with the provisions of the Code by filing prescribed application under the Code - it is contended that the respondent's company should be deemed to be unable to pay its debt within section 434 read with section 433(e) and (f) of the Companies Act, 1956 and it should be wind up and the corporate insolvency resolution process should be initiated - HELD THAT:- Admittedly, the petitioners have approached various authorities to seek recovery of salary, gratuities, etc. They have also obtained some orders from those authorities. Therefore, it is not in dispute that the petitioner approaches this Adjudicating Authority in order to recover the alleged outstanding amount arises out of non-paymen....... + More
- 2019 (12) TMI 1097
Grant of bail - Illegal mining - unaccounted money - summon for alleged commission of offences punishable under Sections 477A read with Section 120B Indian Penal Code, 1860 and under 628 of the Companies Act 1956 and under Section 448 of the Companies Act, 2013. HELD THAT:- In terms of Section 212 (6) of the Companies Act, 2013, the offence prescribed under Section 448 of the Companies Act, 2013 which relates to making of a statement which is false in any material particulars knowing it to be false or which omits any material fact, knowing it to be material in any return, report, certificate, financial statement, prospectus, statement or other document required by, or for, the purpose of any of the provisions of this Act or the rules made thereunder makes a person culpable under Section 447 of the Companies Act, 2013 - In terms of the amb....... + More
- 2019 (12) TMI 1068
Maintainability of petition - memebership in a club - permanent membership sought, as petitioner is son of a permanent member - whether the EGM ought to be permitted to be held? - HELD THAT:- The holding of a EGM is inherent for the functioning of any company including the Respondent Club. All decisions regarding the manner in which the Club is to be run first vests with the members and then the governing bodies. The Court’s intervention ought to be minimal. Unless there is complete perversity or fraud or illegality in the functioning, there ought to be no interference. Moreover, the entertaining of a petition at the instance of a person who is not a member is a serious issue of maintainability that will have to be determined by the Court. Whether prior approval by the Government is required for placing the amended MOA and AOA befor....... + More
- 2019 (12) TMI 1043
Sanction of the Composite Scheme of Arrangement - dispensation of the meeting of Equity Shareholders of the Petitioner Company No.2 and the Petitioner Company No.3 - main thrust of the argument was that by scheme of arrangement, the transferor company has sought to convert the redeemable preference shares into loans i.e. conversion of equity into debt which is not only contrary to the well settled principles of company law as well as Section 55 of the Companies Act, 2013 but also would reduce the profitability or the net total income of the transferor company causing a huge loss of revenue to the Income Tax Department. HELD THAT:- The case of the Appellant(s) is covered by the decision of the Hon'ble Supreme Court in "Department of Income Tax v. Vodafone Essar Gujarat Limited and Another" [2012 (9) TMI 100 - GUJARAT HIGH COURT] where it was held that Appeal dismissed.
- 2019 (12) TMI 1024
Permission to revise Board's Report - Section 131(1) of the Companies Act, 2013, R/w Rule 77 of the NCLT Rules, 2016 - HELD THAT:- By perusal of inadequacies of the Board Report dated 6th September, 2016 as noticed and pointed supra, are not serious in nature and happened due to inadvertence and if permitted to revise as sought for, would not prejudice interests of Company, its shareholders, or stake holders or violate any provisions of Companies Act, 2013. They have also declared that the Petitioner Company has been prompt in all annual filings with the RoC and all statutory Registers and records are maintained in accordance with the provisions of the Companies Act, 2013. It is satisfying that the instant Application/Petition is filed duly following extant provisions of Companies Act, 2013, and the Rules made thereunder and thus, by ....... + More
- 2019 (12) TMI 947
Grant of Anticipatory bail - money laundering - siphoning of funds - Director of companies, which had caused a loss to the State by hatching a conspiracy - HELD THAT:- Though undoubtedly, the allegations which are levelled against the applicant/petitioner of his being a Director of four shell companies/ dummy companies which companies are stated to have been created so that they could be taken over by the prime accusedA-1 Mohd. Iqbal for the purpose of laundering his ill-gotten money through engaging in illegal sand mining operations in the State of UP and in/around the District Saharanpur, so that he could project the said ill-gotten money as legitimate assets and these companies were utilized to purchase land and that majority of the transactions made by these companies were outside the banking channels and the companies did not even ma....... + More
- 2019 (12) TMI 895
Oppression and Mismanagement - case of appellant is that an abiding theme of Respondents’ conduct is the consistent and steady squeezeout of the Appellants’ rights and title to, and interest in, their ownership of 1st Respondent Company in a manner that is lacking in probity and is unfair - conversion from ‘Public Company’ to ‘Private Company’ - HELD THAT:- It is not open to the Respondents to state or allege that loss in different ‘Tata Companies’ was due to mismanagement of Mr. Cyrus Pallonji Mistry (11th Respondent). If that be so, why the nominated Directors who have affirmative voting right over the majority decision of the Board or in the Annual General Meeting of the shareholders allowed the ‘Tata Companies’ to function in a manner which caused loss, as accepted in the pre....... + More