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2022 (3) TMI 1526
Sanction of Scheme of Arrangement - Sections 230 to 232 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013 - HELD THAT:- From the material 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, Company Scheme Petition is made absolute in terms of the prayer clauses of the said Company Scheme Petition.
The Petitioner Company No 1 be dissolved without winding up - The Appointed Date is 1st April, 2021.
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2022 (3) TMI 1411
Oppression and Mismanagement - stance of the Petitioner is that there was a gross and deliberate undervaluation of the pledged shares - Sections 241 and 242 of the Companies Act, 2013 - HELD THAT:- It.is seen that AAPICO came in as a Joint Venture partner at SGAH level and has contributed both in equity and loan and that as already stated supra, 49.99% equity in SGAH was given to AAPICO, and ABT UK held 50.01% and ABT continued to hold the controlling interest. Hence, ABT continued to be the ultimate holding company of the automotive group. However, in respect of loan funds given by AAPICO, ABT UK's 50.01% shareholding in SGAH was pledged to AAPICO - there are force in the arguments advanced by the Learned Counsel for the Petitioner that the fact whether AAPICO is entitled to control of SGAH itself is in issue in UK pending adjudication.
Pending the UK proceedings, AAPICO has secured an award from Singapore Arbitration Tribunal holding that AAPICO is entitled to 3/4" representation in the Board of SACL on the basis that AAPICO currently has majority in SGAH even though the same is disputed in UK Court - Also, as per Section 48 of the Arbitration and Conciliation Act, 1996 a Foreign Award cannot be enforced until the Hon'ble High Court of Madras pass an order to that effect. It was also brought to our knowledge that AOP No. 296 of 2021 is pending adjudication before the Hon'ble High Court of Madras.
The Petitioner has made out a prima facie case for this Tribunal to pass an order of interim relief and also the balance of convenience lies in favour of the Petitioner.
In view of the fact that the proceedings before the UK is pending as to whether the AAPICO was right in invoking the pledge and claim control of SGAH and also that the Arbitral Award is yet to be enforced by the Hon'ble High Court of Madras, the respondents are permitted to file counter in the main Company Petition within a period of 3 weeks from the date of this order and the Petitioner is also permitted to file rejoinder if any, within a period of 2 weeks thereafter.
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2022 (3) TMI 1267
Appointment of directors from the Petitioner families on the Board of Company - appointment of Alternate Director - Section 161 of the Companies Act, 2013 - HELD THAT:- In this case, the Articles of Association contain specific provision for appointing an alternate Director. Before approaching this Tribunal, the applicants could have taken up this issue in the Board Meetings of the Company. This Bench has not been informed about any such effort being made by the applicants and the results, if any, of the same. Furthermore, Section 161 of the Act lays down that an Alternate Director can be appointed if there is the absence of a director for a period not less than three months from India. In the case in hand, Shri Manmohan Singh Kalsi is in India and his possible absence is still in the realm of the future.
This Tribunal is conscious of the decisions in the case of Union of India & Ors. v. Modiluft Ltd., [2003 (5) TMI 530 - SUPREME COURT] & Raja Khan v. Uttar Pradesh Sunni Central Waqf Board & Anr., [2010 (11) TMI 201 - SUPREME COURT] wherein it has been held that if interim relief is same as that of permanent relief, then it is not permissible because no case would be left for adjudication at the time of final hearing. It was further held that in such a situation, the Court shall not grant any interim relief unless the case is fully heard.
This Bench is of the considered view that the prayers made by the applicants cannot be acceded to - Application disposed off.
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2022 (3) TMI 1174
Seeking approval for Scheme of Arrangement - Section 230 to 232 of the Companies Act, 2013 - HELD THAT:- Considering the entire facts and circumstances of the case and on perusal of the Scheme, reports of the Regional Director, Official Liquidator, and reply/undertakings of the Petitioner Companies thereon and the documents produced on record, the Scheme of Arrangement 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 Section 230 to 232 of the Companies Act, 2013.
The Scheme of Arrangement is hereby sanctioned - Application allowed.
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2022 (3) TMI 1000
Oppression and mismanagement - Diversion of business purchase orders to the 2nd respondent and their personal enterprise - grant of injunction restraining the Respondent Nos.3 and 4 from making transfer of funds and confirmed orders of the respondent - seeking restoration of rightful position and the authority of the Petitioner to direct and control the operations of the Respondent No.1 Company - investigation and assessment of sums of money of Respondent No.1 Company misappropriated by the 3rd and 4th respondent - direction to 1st Respondent Company to pay the salary of the Petitioners promptly each month.
Whether the acts of Respondents as alleged by the Petitioner would indeed constitute an act of oppression, mismanagement or misappropriation in the company which will affect the public interests at large, warranting intervention of this Tribunal? - HELD THAT:- In the present case, the petitioner has not proved the act of oppression and mismanagement, as no documents have been attached with the petition to show that Respondents 3 and 4 are routing the funds of the 1st Respondent Company to Respondent No.2 Company. The copies attached with the counter shall be presumed as true, that all the 3 signatories of the Memorandum of Association are the authorized signatories in the Axis Bank Limited, Mulanthuruthy Branch. But in such a case, the petitioner has not prayed for any forensic investigation of his signature. In the absence of any prayers being sought by the petitioner, no such relief can be granted by this Tribunal. No documents were produced to show that the Company has not conducted its statutory meetings from time to time. Neither Financial Statements nor Annual Returns were produced to substantiate any mismanagement by these Respondents. It is also noted that Respondent No. 1 Company did not conduct any meetings since its incorporation.
A perusal of Section 241(1) of the Act would show that a petition field may be based on a complaint that the affairs of the Company are being conducted in a manner prejudicial to public interest or in a manner oppressive to any member of members including any one or more of themselves. Thus it will be clear that the foundation of a petition under Section 241 (1) will be the allegation or complaint that the affairs of the Company were being conducted in a manner prejudicial to public interest which will necessarily and naturally involve giving particulars as to how it was prejudicial to public interest. Similarly, an averment or allegation as to the affairs of the Company being conducted in a manner oppressive to any member must necessarily involve giving particulars as to what constituted ‘oppressive manner’ - Mere allegation as to the affairs of this Company being conducted in a manner oppressive to any member must necessarily involve giving particulars as to what constituted oppressive and prejudicial; to the interest of the Company. Normally, the petitions are filed invoking provisions of Section 241/242 of the Act and in such petitions the Court may see the distinction between the two provisions and examine the position, i.e., to see as to whether a particular allegation is an oppression or of the mismanagement under Section 241.
In the instant case, the Respondents have stated that they have no intention to push the petitioner out of the company or dissolve the company. Moreover, since the petitioner has failed to prove the continuing oppressive acts conclusively producing the relevant required documents, this Tribunal cannot rely upon a single act of the Respondents as oppressive. In view of the above, this Tribunal do not find any reason to entertain this Company Petition.
Petition dismissed.
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2022 (3) TMI 823
Jurisdiction - Seeking review and modification of the order - affiliation with the Divine Trust or not - mismanagement of affairs of the 1st Respondent Company or not - whether this Tribunal has jurisdiction to entertain an application for review? - 154 of the National Company Law Tribunal Rules, 2016 and Section 420(2) of the Companies Act, 2016 - HELD THAT:- As per Rule 154 of NCLT Rules, 2016, the Tribunal can only rectify the clerical or arithmetical mistakes or error arising from accidental slip or omission. As per Section 420(2) of the Companies Act, 2013 the Tribunal can rectify any mistake apparent from the record, amend any order passed by it.
In the present application the applicants sought to review the order passed by this Tribunal. In view of Rule 154 of the NCLT Rules, 2016 and Section 420(2) of the Companies Act, 2013, the Tribunal can exercise this power for correction of a mistake and not to substitute a view which was made while deciding a matter. However, we could not find any error apparent on the face of record, warranting any correction in the order.
Thus, it is the well laid down proposition of law that ‘in the absence of any power of ‘Review’ or ‘Recall’ vested with the ‘Adjudicating Authority’, an order/judgment passed by it cannot be either reviewed or recalled. Therefore, it is crystal clear that the order passed by the Tribunal in Company Petition between the parties inter se has become ‘conclusive’, ‘final’ and ‘binding’.
Review application dismissed.
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2022 (3) TMI 822
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 all Companies to the proposed Scheme and no sustainable objections having been raised by the Office of the Regional Director, Income Tax Department or any other interested party, there does not appear to be any impediment in granting sanction to the Scheme.
In sequel to the facts and circumstances, sanction is hereby granted to the Scheme of Amalgamation proposed by the Applicant Companies under Section 230 to 232 of the Companies Act, 2013 - application allowed.
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2022 (3) TMI 365
Sanction of Composite Scheme of Arrangement - section 230-232 of Companies Act - 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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2022 (3) TMI 285
Sanction of Scheme of Arrangement by way of Amalgamation - section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with rule 3 & 5 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT:- Various directions with respect to calling, convening and holding of the meetings of the shareholders, Secured and Unsecured Creditors or dispensing with the same are issued - directions with regard to issuance of notices also issued.
The scheme is approved - application allowed.
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2022 (3) TMI 284
Sanction of Scheme of arrangement in the nature of Merger - Sections 230-232 and other relevant provisions of the Companies Act, 2013 read with Rule 3 of the Companies (Compromise, Arrangement and Amalgamation) Rules, 2016 - HELD THAT:- Various directions with regard t holding, convening and dispensing with various notices issued - directions with regard to issuance of notices also issued.
The scheme is approved - application allowed.
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2022 (3) TMI 237
Sanction of Scheme of Amalgamation - Section 230 to 232 of the Companies Act, 2013 (for brevity "The Act") read with Companies (Compromises, Arrangements and Amalgamation) Rule, 2016 - HELD THAT:- The Tribunal, in view of the settled law, is empowered to dispense with the meeting of shareholders if they have given their consent. Further, in view of Section 230(9) of the Companies Act, 2013, the Tribunal is empowered to dispense with calling of a meeting of creditors or class of creditors where such creditors or class of creditors, having at least ninety per cent value, agree and confirm, by way of affidavit, to the scheme of compromise or arrangement.
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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2022 (3) TMI 199
Approval of Scheme of Arrangement by way of Amalgamation - Sections 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013, read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT:- Various directions with respect to convening/holding or dispensing with the meetings of the Equity Shareholders, Secured and Unsecured Creditors issued - directions with regard to issuance of various notices also issued.
The scheme is approved - application allowed.
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