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Companies Law - Case Laws
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- 2021 (4) TMI 578 - NATIONAL COMPANY LAW TRIBUNAL , SPECIAL BENCH , MUMBAI BENCH
Seeking permission to avail loans and credit facilities to carry on the business of the Applicant - covid-19 lockdown situation - HELD THAT:- It is common knowledge that the whole world is still reeling under the adverse effects of the pandemic for over a year. The pandemic undeniably has had adverse effect on all walks of life including trade, commerce and business operations. It would accordingly not be unusual to assume that the impact thereof has also been felt by the Company. As can be discerned from the earlier orders of the CLB as well as of the Hon’ble High Court of Bombay, the interest of the Company has to be of paramount consideration and needs to be protected. The CLB as well as the Hon’ble High Court have at different times have felt the need for infusion of funds into the Company, so that the operations of the Co....... + More
- 2021 (4) TMI 506 - DELHI HIGH COURT
Inspection of the books of accounts and other statutory records of the Petitioner company - whether the Registrar would have to first call upon the Petitioner to give an explanation and also provide them a reasonable opportunity of being heard before the Registrar, before issuing show cause notices? - section 206(5) of the Companies Act, 2013 - HELD THAT:- There is no doubt that under Section 207 of the Companies Act, 2013, statements of the Directors of the company have been recorded. However, under these circumstances the Petitioner ought to be given a reasonable opportunity of being heard - In the present case, preliminary findings were issued in September, 2020, and owing to the belated reply, the authorities have proceeded further, to issue the said show cause notices and it is not clear if the reply submitted was considered or not. ....... + More
- 2021 (4) TMI 320 - SUPREME COURT
Winding up of Company - it was a specific case of the appellant, that on account of the defective material supplied by the respondent, the appellant had suffered huge losses and as such, it was the appellant who was entitled to receive the damages from the respondent - satisfaction of respondent’s claim to the extent mentioned in the order impugned in the appeal - HELD THAT:- It is therefore well settled, that if the debt is bona fide disputed and the defence is a substantial one, the court will not wind up the company. It is equally well settled, that where the debt is undisputed, the court will not act upon a defence that the company has the ability to pay the debt but the company chooses not to pay that particular debt. It is equally settled, that the principles on which the court acts are first, that the defence of the company i....... + More
- 2021 (4) TMI 292 - NATIONAL COMPANY LAW TRIBUNAL , BENGALURU BENCH
Approval of scheme of amalgamation - Sections 230 to 232 of the Companies Act, 2013 - HELD THAT:- From a perusal of the material brought on record, it appears that the Scheme of Amalgamation is fair, reasonable and is not detrimental to the Members or Creditors or contrary to public policy. Further, as per the Petition, the Scheme in question will bring about operational synergies of the combined entity, have a more efficient and cost-effective management system in view of consolidation of operations Consolidation and Synergies in business operations; Increase in net worth of the Transferee Company and will facilitate effective and fast mobilization of financial resources for meeting its increased capital expenditure for future expansion, etc. The procedure specified in sub-sections (1) and (2) of section 232 of the Companies Act, 2013 ha....... + More
- 2021 (4) TMI 260 - GUJARAT HIGH COURT
Transfer of proceedings to the National Company Law Tribunal - whether the provisions of the Sick Industries Companies Act (Special Provisions) Repeal Act, 2003, as amended by Section 252 of the Insolvency and Bankruptcy Code, 2016 with effect from 01.12.2016 - the date notified for the purpose of Section 4(b) of the Sick Industries Companies Act (Special Provisions) Repeal Act, 2003, can be transferred to the NCLT, at this stage? - HELD THAT:- Since the final decision of the matter, either at the hands of this Court or at the hands of the NCLT, even if the proceedings were to be transferred to the NCLT, may take considerably long period from now, no useful purpose will be served by continuing with the aforesaid blanket Status Quo order, which is continuing in this Letters Patent Appeal for the last more than ten years, which, in turn, ha....... + More
- 2021 (4) TMI 228 - KERALA HIGH COURT
Auction - 5670 kilograms of copper ingots - appellant was the highest bidder - was not informed whether he is the successful bidder and demanded return of EMD - appellant thus not intending to proceed with the sale and requested for return of EMD - inconsistent stand of appellant - HELD THAT:- It can be seen that the appellant is not having a consistent stand before the Court. By Annexure-R3 he requested for return of EMD on the ground that he has not been intimated as to whether he is the successful bidder. After receiving Annexure-R2 communication from the Official Liquidator regarding confirmation of sale also the appellant by Annexure-R4 informed the Official Liquidator that he is not intending to proceed with the sale and requested for return of EMD. The appellant filed Company Application No.75/2020 to set aside Annexure- R6 letter ....... + More
- 2021 (4) TMI 67 - MADRAS HIGH COURT
Transfer of shares - Winding up of company or not - appellant contended that in the absence of requirements contemplated under Section 397 of the Companies Act, 1956, the Company Law Board has committed an error in passing such an order (for transfer of shares) in view of the fact that there was no circumstances established for winding up of the company - HELD THAT:- This Court is of the opinion that when the provisions of the Statute contemplate certain requirements and ingredients then such requirements are to be established by the parties who approached the Court and in the absence of any proof to that effect, relief cannot be granted merely on the ground that there was a dispute existing between the parties. Mere dispute is insufficient to pass an order to transfer the shares. The dispute must result in winding up of the Company and s....... + More
- 2021 (4) TMI 49 - NATIONAL COMPANY LAW TRIBUNAL , BENGALURU BENCH
Scheme of Amalgamation - seeking to dispense with the convening and holding of the meeting of Equity Shareholders of the Applicant Companies and Secured Creditors of the Applicant No. 2 and Unsecured Creditors of the Applicant No. 1 - seeking direction to convene the Meeting of Unsecured Creditors of the Applicant No. 2 - Sections 230 & 232 of the Companies Act, 2013 - HELD THAT:- The Companies have followed extant provisions of Companies Act in framing the Scheme in question, which are duly approved by the Board of Directors of the Companies involved. The Statutory Auditors/Chartered Accountants of the Company have also issued respective Certificates by inter-alia certifying the details of shareholders, creditors, and compliance of accounting treatment as prescribed U/s. 133 of the Companies Act, 2013 with reference to the Scheme in ....... + More
- 2021 (4) TMI 45 - NATIONAL COMPANY LAW TRIBUNAL , BENGALURU BENCH
Sanction the Scheme of Amalgamation - Section 230 to 232 of the Companies Act, 2013, r/w Companies (CAA) Rules, 2016 - HELD THAT:- In terms of sub-section (3) of Section 232 of Companies, the Tribunal is empowered to sanction the scheme of amalgamation, if it is satisfied that sub-section (1) and (2) of the above section, however, subject to filing a Certificate by the Company's Auditor with Tribunal to the effect that the accounting treatment, if any, proposed in the Scheme of Amalgamation is in conformity with the Accounting Standards prescribed under Section 133, etc. It is a settled position of law that any Scheme of Amalgamation or Arrangement, under the extant provisions of Companies Act, would not contemplate to waive any liability or legal action for any violation of provisions of Companies Act, so as to prevent Statutory Auth....... + More
- 2021 (3) TMI 1181 - SUPREME COURT
Oppression and Mismanagement - Validity of proceedings of the sixth meeting of the Board of Directors of TATA Sons Limited held on 24.10.2016 in so far as it relates to the removal of Shri Cyrus Pallonji Mistry (CPM) - seeking restoration of position of CPM as the Executive Chairman of Tata Sons Limited and consequently as a Director of the Tata Companies for the rest of the tenure - seeking to declare as illegal the appointment of someone else in the place of CPM as Executive Chairman - seeking restraint on Shri Ratan N. Tata (RNT) and the nominees of Tata Trust from taking any decision in advance - seeking restraint on the Company, its Board of Directors and Shareholders from exercising the power under Article 75 of the Articles of Association against the minority members except in exceptional circumstances and in the interest of the Co....... + More
- 2021 (3) TMI 1180 - SUPREME COURT
Concession Agreement - Operation of rapid metro link - 'debt due' as per the financing documents in terms of their respective Concession Agreements - whether the consequences envisaged in the consent order of the High Court dated 20 September 2019 can stand obviated? - HELD THAT:- At the very outset, it is important to note that the FIR in respect of IL&FS group of companies was lodged on 6 December 2018. The termination notices of June and August 2019, and the institution of the writ proceedings, took place thereafter. Evidently the appellants on the one hand, as well as HSVP/HMRTC on the other, were conscious of the developments which were taking place in respect of the IL&FS group of companies in the proceedings before Justice D K Jain on 19 August 2019. When the consent order was passed before the High Court, HSVP was ....... + More
- 2021 (3) TMI 1178 - SUPREME COURT
Seeking appointment of Arbitrator so as to to constitute an Arbitral Tribunal to adjudicate upon the disputes that have arisen between the petitioner and the respondent - HELD THAT:- A perusal of the arbitration agreement indicates that the arbitration shall be held at Mumbai and be conducted by three arbitrators. For the purpose of appointment KIVF I, KEIT and KIVL are to jointly appoint one arbitrator and the promoters of Indus Biotech Private Limited, to appoint their arbitrator. In the second agreement dated 20.07.2007, ‘KMIL’ as the Investor is on the other side. In the third agreement dated 20.07.2007, ‘KIVFI’ as the Investor is on the other side and in the fourth agreement dated 09.01.2008 it has the same clause as in the first agreement. The two arbitrators who are thus appointed shall appoint the third arb....... + More
- 2021 (3) TMI 1142 - ALLAHABAD HIGH COURT
Enlargement on Bail - Intermediate business on the basis of bill of lading is permissible - bail sought on the old age of accused and also that he has medical ailments - HELD THAT:- The sum and substance of the outcome of the investigation conducted in the matter and the facts mentioned in the complaint for prosecution are that concerned Companies were engaged in fraudulent merchantine trade and caused wrongful loss to the Public Sector Bank to the tune of ₹ 7820 Crores approximately applying different modus operandi including siphoning of Bank funds through merchantine trade; falsification of financial statement of the Companies involved in the matter by not showing true and fair views. So far as the order granting interim protection passed in favour of Sunil Verma, Anoop Kumar Wadhera as well as Vikram Kothari is concerned, if the....... + More
- 2021 (3) TMI 1126 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL, PRINCIPAL BENCH, NEW DELHI
Oppression and mismanagement - non-repayment of unsecured loan to the Appellant - utilisation of rights shares - HELD THAT:- It is a fact that the Appellant has not filed any document regarding Tally Data and the statement etc. before the learned NCLT. In view of non-providing the documents before the learned NCLT, the learned NCLT had no opportunity to look into the documents and deal with the aspects. It appears that the Appellant for the first time filed these documents along with I.A. No. 237 of 2021 before the Tribunal. Since the Appellant alleging that the amounts have been credited into the Respondent No. 1 Company and later on withdrawn by the Respondents. Sitting in the Appellate Jurisdiction, we cannot decide the merits since the matter is sub judice and seized of by the learned NCLT. We are also of the view that the petition wa....... + More
- 2021 (3) TMI 1091 - DELHI HIGH COURT
Seeking grant of regular bail - siphoning of funds - economic offences - Sick person or infirm person or not - interim bail already granted - HELD THAT:- Merely because the petitioner is on interim bail, it cannot be held that the petitioner’s prayer seeking the grant of regular bail cannot even be considered till he surrenders for the very prayer made by the applicant seeking the grant of regular bail implicitly in the facts and circumstances of the instant case takes into account that the applicant was granted interim bail after he had been arrested on 02.12.2019 - in the facts and circumstances of the instant case, the petition filed by the petitioner seeking release on regular bail in terms of Section 439 of the Cr.P.C., 1973 is maintainable. Sick person or infirm person or not - HELD THAT:- This Court is of the considered view ....... + More
- 2021 (3) TMI 1056 - NATIONAL COMPANY LAW TRIBUNAL BENGALURU BENCH
Seeking of Amalgamation Scheme - seeking to dispense with the convening and holding of the Meeting of Equity Shareholders of the Applicant Companies and Secured Creditors of the Applicant No.2 and Unsecured Creditors of the Applicant No.1 - seeking direction to convene the Meeting of Unsecured Creditors of the Applicant No.2 etc. - HELD THAT:- Various directions regarding holding and convening various meetings issued - various directions regarding issuance of notices of the meetings, also issued. Application allowed.
- 2021 (3) TMI 1054 - NATIONAL COMPANY LAW TRIBUNAL , MUMBAI BENCH
Eligibility of promoter to participate in the Resolution Process - an advertisement in Form-G was issued on 17.02.2020 inviting EOI to submit Resolution Plan for the Corporate Debtor - Section 29A of the Code - HELD THAT:- It is not in dispute that the Corporate Debtor came within the definition of Medium Enterprise w.e.f 01.07.2020 by virtue of the relevant notification. Thus, the Applicant as the promoter (suspended Director) of the Corporate Debtor becomes a promoter of a Medium Enterprise w.e.f. 01.07.2020. Admittedly, on 01.07.2020 the CIRP had not come to an end. The Notification dated 26.06.2020 became effective within the currency of the CIRP process. The expression ‘at the time of submission of the resolution plan’ appearing in ‘clause (c)’ of section 29A of the Code came to be inserted w.e.f. 06.06.2018. ....... + More
- 2021 (3) TMI 1009 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL PRINCIPAL BENCH NEW DELHI
Sanction of scheme of amalgamation - Sections 230 to 232 of the Companies Act, 2013 - HELD THAT:- It is clear that the Appellant Company has fulfilled all the requisite statutory compliances. However, Ld. NCLT modified the Appointed date considering the valuation report which is subsequent to the Appointed date. While modifying the Appointed date Ld. NCLT has not considered that the Appointed date 07.10.2017 is approved by the NCLT, Delhi vide order dated 22.10.2019 passed in CP No. CAA/144/ND/2018 in respect of Transferee Company. The alteration of the Appointed date would render all calculations awry, none of the shareholder opposed the Appointed date proposed in the scheme of amalgamation. The exercising jurisdiction by the NCLT Mumbai to modify the Appointed date from 07.10.2017 to 01.04.2018 in the facts of this case was unwarranted........ + More
- 2021 (3) TMI 995 - NATIONAL COMPANY LAW TRIBUNAL , MUMBAI BENCH
Reduction of Equity and Preference Share Capital and approving minutes - HELD THAT:- The petitioner has undertaken to publish Notice of Registration of Order confirming reduction of share capital and Minutes thereof in two local newspapers in which notice of hearing of Petition is published, within 14 days of its registration - Since the requisite statutory procedure has been fulfilled, the Company Petition is made absolute in terms of the prayer clause of the Petition. The form of minutes set forth herewith be and is hereby approved. The issued, subscribed and paid-up equity share capital of BBM Heavy Machinery Private Limited (post-capital reduction) shall be ₹ 6,35,33,800/- divided into 63,53,380 equity shares of ₹ 10 each.
- 2021 (3) TMI 943 - NATIONAL COMPANY LAW TRIBUNAL , MUMBAI BENCH
Sanction of scheme of Merger - 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 does not violate any provisions of law and is not contrary to public policy or public interest. The clarifications provided by the Companies are justified and are accepted. Since all the requisite statutory compliances have been fulfilled, the scheme is approved. The scheme is sanctioned - application allowed.
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