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Companies Law - Case Laws
Showing 1 to 20 of 679 Records
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2021 (12) TMI 1484 - ORISSA HIGH COURT
Violation of a principle of natural justice - no opportunity to explain and tender the proof that at the time of its striking off the Company was in operation, was given to his client - HELD THAT:- Petitioner might approach the Tribunal to contend that impugned order be amended on the Tribunal not having allowed his client to adduce evidence of the company being in operation, in context of the report having said that his client may be put to strict proof. If the Tribunal is satisfied, it may amend impugned order. The amendment can be made within two years from date of order, so there is still time. Petitioner has not preferred appeal and, therefore, still entitled to approach the Tribunal.
The writ petition is disposed of.
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2021 (12) TMI 1457 - BOMBAY HIGH COURT
Grant of ad-interim reliefs - applicant/plaintiff stated that since they are now not challenging the rejection of ad-interim reliefs, by filing any appeal, this Court need not give any reasons for the same - HELD THAT:- In view of the statements made by applicant/plaintiff, no reasons are recorded for rejecting the prayer for ad-interim reliefs. If any of the Defendants want to file any Affidavit-in-Reply to the above Interim Application, they may do so on or before 13th January, 2022 and serve a copy of the same on the advocates for the Plaintiff. If the Plaintiff wants to file any Affidavit-in-Rejoinder, it may do so on or before 27th January, 2022 and serve a copy of the same on the advocates for the Defendants.
Place the above Interim Application for hearing on 3rd February, 2022.
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2021 (12) TMI 1438 - NATIONAL COMPANY LAW TRIBUNAL, MUMBAI
Sanction of Scheme of Amalgamation - 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 of any provisions of law and is not contrary to public policy.
Since all the requisite statutory compliances have been fulfilled, the CP(CAA) No.171/MB-V/2021 is made absolute in terms of prayer made in the Company Scheme Petition - Scheme is hereby sanctioned with the Appointed Date of 1st April 2021.
Application disposed off.
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2021 (12) TMI 1412 - GUJARAT HIGH COURT
Execution of assignment deed - company was ordered to be wound up - HELD THAT:- The Official Liquidator is permitted to execute deed of assignment-cumconveyance at Annexure D attached to the Official Liquidator Report as vetted by the advocates - Such execution of deed of assignmentcum- conveyance shall be subject to payment of Stamp duty, Registration charges and all other expenses incidental to the execution and registration thereof by M/s. Darshan Healthcare Private Limited.
Application disposed off.
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2021 (12) TMI 1379 - DELHI HIGH COURT
Maintainability of petition - irreparable loss - balance of convenience - Constitutional validity of Section 217(5) of the Companies Act - HELD THAT:- The Petitioners have made out a prima facie case for grant of interim relief. Balance of convenience is also in favour of the Petitioners and if the interim relief, as prayed for, is not granted, irreparable loss shall be caused to the Petitioners.
There was thus a clear mandate by the Central Government to complete the investigation within three months from the date of the issue of the order i.e. 31.10.2018. However, the investigation was not completed within the stipulated time and as asserted by the Petitioners, the same is still ongoing. Prima facie, there is violation of Section 212(3) and the direction of the Central Government.
So far as investigation into the affairs of the six Companies by virtue of impugned order dated 27.10.2020 (Annexure P-2 to the memo of this writ petition) is concerned, which includes Petitioners No.2 and 3 herein, there is violation of provisions of Section 219 of the Companies Act, 2013. There seems to be prima facie merit in the contention of the Petitioners that the Companies sought to be investigated under Section 219 ought to have an affiliation with the Company(s) under investigation, as provided for in the Statute.
There is also prima facie merit in the contention of the Petitioners that the impugned orders dated 31.10.2018 and 27.10.2020 do not indicate the reasons or circumstances that compelled the Central Government to form an opinion to order investigation by the SFIO into the affairs of the Petitioners. All that the orders reveal is that the Central Government has the power under Section 212 of the Companies Act to direct investigation into the affairs of a Company and that it has formed an opinion to do so - nothing is discernible from the impugned orders as to what cogent material led to the formation of opinion by the Central Government that the affairs of the Petitioners were required to be investigated.
The operation, implementation and execution of the orders dated 31.10.2018 and 27.10.2020 (Annexures P-1 and P-2 to the memo of this writ petition), passed by the Respondents as well as subsequent actions and proceedings initiated pursuant thereto, including coercive proceedings and look-out notices, are stayed, till the next date of hearing.
List on 18.01.2022.
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2021 (12) TMI 1327 - NATIONAL COMPANY LAW TRIBUNAL NEW DELHI
Initiation of contempt proceedings against the respondents on the basis of the report of the observer - contention of the respondent is that there was no time and date fixed for the meeting which is not correct - HELD THAT:- The contention of the petitioner is to go through the financial statements as per the orders passed by this Bench and then, take a decision whether to sign the financial statements or not, Since the brief purpose for which she sought an inspection of the record as permitted by this court, has not been complied with, it is opined that it is a fit case for ordering notice in this application.
The court officer is directed to issue contempt notice calling upon the respondents as to why contempt proceedings should not be initiated against them as per law - list the matter for further consideration on 25th January 2022.
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2021 (12) TMI 1309 - NATIONAL COMPANY LAW TRIBUNAL KOLKATA BENCH
Seeking time for reply to the order - HELD THAT:- At request, time is granted. One week time is granted to file reply in the matter and copies of the reply shall be served on the Counsel on record for the Respondent. List this matter for further consideration on 16.12.2021 as a specially ordered matter.
In the mean time, both sides shall have precipitate himself and shall maintain status quo until the hearing of Petition.
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2021 (12) TMI 1279 - NATIONAL COMPANY LAW TRIBUNAL , KOCHI BENCH
Seeking rectification of register of members of the Company - Seeking to declare that all the resolutions passed by the superseded Director Board enlisting R2 to R20 as new members of the Company are ultra vires of AOA of the Company - seeking to declare that the enrolment of Respondent No. 2 to 20 as members of the 1st Respondent Company violates the Articles of Association of the Company hence illegal - seeking to rectify the register of members of the Company - HELD THAT:- It appears from the Articles of Association that the number of members can be increased only up to 500 if the general meeting is of the opinion that it is necessary to add more members for the activities of the Company. From the minutes of the meeting of all general meetings held from 01.01.2013 to 05.11.2018 that any of the general meetings of these periods found it necessary to enlist more members for the activities of the Company or authorized the Director Board to enlist new members. We are also agreeable to the contention of the Administrator appointed to carry out the functions of the Company, that the Director Board has no authority or power to enroll new members without the sanction of the General Meeting. The resolutions passed to enroll Respondent Nos.2 to 20 as members, it is not stated that the General Meeting had been held and authorized the Director Board to enlist new members.
Even though the Respondents stated that they have inducted the new members with the approval of the Board, they have not produced any record to show that this was approved by any General Body of the Respondent Company, which is mandated under the Rules/Articles of Association of the Company.
It is declared that enrolment of R2 to R20 as members of 1st Respondent Company was done in clear violation of the Articles of Association of the Company. As such they are directed to be removed from the Register of Members of the 1st Respondent Company and rectify the Register of Members accordingly and file appropriate documents before the Registrar of Companies, Kerala without delay, at any rate within a period of one month from the date of receipt of this order - The appellant has a strong case in the instant appeal - appeal allowed.
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2021 (12) TMI 1278 - NATIONAL COMPANY LAW TRIBUNAL , GUWAHATI BENCH
Sanction of Scheme of Amalgamation - Sections 230-232 of the Companies Act, 2013 - HELD THAT:- All statutory requirements of the provisions of Sections 230-232 of the Act are satisfied. The present company scheme appears to be genuine and bona fide and it appears to be in the interest of its shareholders and creditors.
The scheme is approved - application allowed.
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2021 (12) TMI 1277 - NATIONAL COMPANY LAW TRIBUNAL , GUWAHATI BENCH
Seeking restoration of name of the company in the Register of Companies - Section 252(1)/252(3) of the Companies Act, 2013 - HELD THAT:- As per the records the name of the company, M/S Akansha Tea Plantation and Trading Company Private Limited got struck off from the Register of Companies and dissolved 09.06.2017 (followed by a Gazette notification published in this respect), while the present appeal has been filed on 18.11.2020. Hence it is found to be filed within limitation.
As per the records, the name of the company, M/S Akansha Tea Plantation and Trading Company Private Limited is the company that has filed its statutory return up to 2011-12 and thereafter it has not filed any return - The failure on the part of the company to file the annual returns and financial statement was unintentional and not deliberate. However due to such reasons the ROC, NER, Assam, Struck off the name of the Company.
The Registrar of Companies, NER, Guwahati, the respondent herein, is directed to restore the original status of the petitioner company as if the name of the Company had not been struck off from the register of Companies with the resultant and consequential actions like changing status of petitioner company from ‘struck off’ to ‘Active’ - Application allowed.
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2021 (12) TMI 1276 - NATIONAL COMPANY LAW TRIBUNAL , GUWAHATI BENCH
Seeking restoration of name of the company in the register of ROC - Section 252(3) of the Companies Act, 2013 - HELD THAT:- As per the record, the petitioner has preferred the present appeal under section 252(3) of the Companies Act as being the shareholder and Director of the deregistered company. He is eligible to file the present appeal for restoration of the company’s name in the register of the ROC. Hence, the present appeal is found maintainable - As per the records the name of the company, M/S Elangbam Infrastructures & Construction Private Limited got struck off from the Register of Companies w.e.f 30/09/2019 (followed by a Gazette notification published in this respect), while the present appeal has been filed on 23.08.2021. Hence it is found to file within limitation.
It would be just and equitable to revive the name of the company M/S Elangbam Infrastructures & Construction Private Limited in the statutory register as being maintained by the Registrar of Companies, Guwahati - respondent is directed to restore the original status of the petitioner company as if the name of the Company had not been struck off from the register of Companies with the resultant.
Application allowed.
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2021 (12) TMI 1241 - NATIONAL COMPANY LAW TRIBUNAL , CHANDIGARH BENCH
Sanction of Scheme of Arrangement - Section 230-232 of Companies Act, 2013 and other applicable provisions of the Act read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT:- Various directions with regard to holding, convening and dispensing with various meetings issued - directions with regard to issuance of notices also issued.
The scheme is approved - application allowed.
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2021 (12) TMI 1240 - NATIONAL COMPANY LAW TRIBUNAL , GUWAHATI BENCH
Sanction of Scheme of Amalgamation - Sections 230-232 of the Companies Act, 2013 - HELD THAT:- The meetings of the Members/ Equity Shareholders of both the Applicant Companies and the Creditors of both the Applicant Companies are hereby dispensed with - directions with regard to issuance of various notices also issued.
The scheme is approved - application allowed.
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2021 (12) TMI 1189 - NATIONAL COMPANY LAW TRIBUNAL , KOLKATA BENCH
Sanction of Scheme of Amalgamation - Section 230(1) read with Section 232(1) of the Companies Act, 2013 - HELD THAT:- Various directions with regard to holding, convening and dispensing with various meetings issued - directions with regard to issuance of various notices also issued.
The scheme is approved - application allowed.
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2021 (12) TMI 1157 - NATIONAL COMPANY LAW TRIBUNAL , NEW DELHI BENCH
Approval of the Scheme of Amalgamation - Section 230 to 232 of Companies Act, 2013 read with the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 - HELD THAT:- Upon considering the approval accorded by the members and creditors of the Petitioner companies to the proposed Scheme, and the report filed by the Regional Director, Northern Region, Ministry of Corporate Affairs, report filed by the official liquidator and the report filed by Income Tax Department and also as no objection from any quarter against the Scheme has been received; there appears to be no impediment in sanctioning the present Scheme.
The scheme is sanctioned - application allowed.
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2021 (12) TMI 1156 - NATIONAL COMPANY LAW TRIBUNAL , ALLAHABAD BENCH
Sanction of Scheme of Amalgamation - Sections 230 and 232 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT:- There is no reservation to grant sanction to the Scheme.
The proposed Scheme of Amalgamation, which is annexed to the Company Petition stands approved and sanctioned. The Petitioner Companies are required to act upon as per terms and conditions of the sanctioned Scheme and the same shall be binding on all the Shareholders, Secured Creditors and Unsecured Creditors of the Petitioner Companies and also on the Petitioner Companies with effect from the Appointed Date, i.e., 1st day of April, 2020.
Application allowed.
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2021 (12) TMI 1112 - NATIONAL COMPANY LAW TRIBUNAL , AHMEDABAD BENCH
Sanction of Composite Scheme of Amalgamation - Section 230-232 with other applicable provisions of the Companies Act, 2013 and read with of the Companies (Compromise, Arrangement, and Amalgamations) Rules, 2016 - HELD THAT:- Various directions with regard to holding, convening and dispensing with various meetings issued - directions with regard to issuance of notices also issued.
The scheme is approved - application allowed.
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2021 (12) TMI 1104 - NATIONAL COMPANY LAW TRIBUNAL, MUMBAI
Sanction of Scheme of Merger by Absorption - Sections 230 to 232 of the Companies Act, 2013 - HELD THAT:- As 14 Transferor Companies are transferring into the Transferee Company and in the interest of the creditors of the Applicant Companies, this Bench directs the Transferee Company to issue Notice of Scheme to all its Unsecured Creditors by Registered Post-AD/Speed Post and by E-mail whose Email IDs are available with the Company and file Consent Affidavits of the Unsecured Creditors at least of the value of 90% at the time of filing of Company Petition.
Further, the Bench has observed that since there are 7 (seven) IBC proceedings pending against the Applicant Companies, the list of which has been filed by the Applicant Companies vide Additional Affidavit dated 11.06.2021 annexed as Annexure "C", the Applicant Companies are directed to issue notice of Scheme by Registered Post-Ad/Speed Post and Email upon the Petitioners who have filed the Insolvency Proceedings against the Applicant Companies and specific consents of these Petitioners of the IBC Proceedings is to be submitted at the time of filing of Company Petition.
Application disposed off.
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2021 (12) TMI 1063 - NATIONAL COMPANY LAW TRIBUNAL , KOCHI BENCH
Sanction of scheme of merger / amalgamation - whether the Tribunal has power to dispense with the meetings of the unsecured creditors of both the Companies? - Section 230 and 232 of the Companies Act, 2013 read with Rule 4 of the Companies (Compromises, Arrangements and Amalgamations), Rules 2016 framed thereunder read with Rule 34 of NCLT Rules, 2016 - HELD THAT:- Keeping in view the lockdown owing to the Covid-19 pandemic and in case physical meetings are not feasible, the meetings of the Unsecured Creditors as aforesaid may be conducted through Video Conferencing or any other audio-visual means capable of being recorded. The raw unedited footage shall be preserved for verification.
Both the applicant companies serve notice upon the Regional Director, Ministry of Corporate Affairs, Registrar of Companies, Income Tax Department within whose jurisdiction the assessments of the Applicant Companies are made, the Official Liquidator in case of both the Applicant Companies and GST, BSE, NSE and SEBI in case of transferee company, pursuant to Section 230(5) of the Companies Act, 2013 read with Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - Application disposed off.
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2021 (12) TMI 1062 - NATIONAL COMPANY LAW TRIBUNAL , KOCHI BENCH
Valuation of shares - shares were valued at higher price and were allotted at higher price- HELD THAT:- The first Respondent company has availed a loan of ₹ 4,70,00,000 from LIC HFL in respect of which ₹ 42697780 was outstanding and the first and second Applicants have given their personal guarantees as security towards this loan. We maintain that in order to safeguard the interest of the Company, this loan until it is fully repaid, would continue for which the guarantee of the Applicants would also continue. As this is a long pending case, in order to cordially dispose the matter, this Tribunal, after having duly considered the decision of Hon’ble NCLAT upholding NCLT Chennai Bench decision and taking into consideration the submissions of both the Parties, particularly the interest of the company to continue the Loan from LIC HFL, is of the opinion that the group quoting higher price shall purchase the shares of the other group quoting lower price.
Applicants/ Respondents- K.J Paul, Bindu Paul and K. A. Mathaiare are directed to purchase 60,000 shares of Respondents/ Petitioners- P. M. Johny and K. P. Augustine at the rate of ₹ 1941/- each within a period of one month and file a compliance memo to that effect, before this Tribunal - Application disposed off.
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