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Companies Law - Case Laws

Showing 41 to 48 of 48 Records

• 2018 (2) TMI 652 - GUJARAT HIGH COURT
  

  Symbolic possession of the premises by OL - removal of seal and notice pasted on the premises - Held that:- As stated by the Official Liquidator and as submitted by the learned advocate Mr.Acharya for the Official Liquidator, when the company in liquidation does not claim ownership of the premises, the Official Liquidator shall be required to remove the seal and the notice pasted on the premises for taking symbolic possession of the premises. The Official Liquidator is, therefore, directed to remove the seal placed on the lock and notice pasted on the main door of the premises for taking symbolic possession of the premises within a period of ten days from today. On removal of such seal and notice pasted on the premises, the premises shall not be treated to be in custody of this Court.

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• 2018 (2) TMI 580 - SUPREME COURT
  

  Buying and selling securities in the derivatives segment - manipulation and synchronization in trading of shares - violation of transparent norms of trading in securities - Held that:- I fail to understand as to why Kasam Holding has made the transactions repeatedly by incurring losses. It seems improbable that Kasam Holding which was facing loss in each transaction by trading with the respondent, was still eager to trade with the same repeatedly for about four days which is not in consonance with the market trend and human conduct; more so, when there has not been any major difference in the underlying price. It is thus difficult to accept that several such sell and buy orders between the respondent and Kasam Holding being within a gap of "1", "2" or "3" or few seconds were by mere coincidence. As contended by the appellant-SEBI, it was too much of coincidence that there were number of transactions of 'buy and sell orders' between the same parties with same quantity of stock with significant variation in price.

  Considering the reversal transactions, quantity, price and time and sale, parties being persistent in number of such trade transactions with huge price variations, it will be too naïve to hold that the transactions are through screen-based trading and hence anonymous. Such conclusion would be over-looking the prior meeting of minds involving synchronization of buy and sell order and not negotiated deals as per the board's circular. The impugned transactions are manipulative/deceptive device to create a desired loss and/or profit.

  Such synchronized trading is violative of transparent norms of trading in securities. If the findings of SAT are to be sustained, it would have serious repercussions undermining the integrity of the market and the impugned order of SAT is liable to be set aside. On the above additional reasonings also, agree with the conclusion allowing the appeal preferred by SEBI against the traders. Also agree with the conclusion dismissing the appeal preferred by the SEBI against the brokers.

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• 2018 (2) TMI 487 - SUPREME COURT
  

  Condonation of delay of 9 days - Section 5 of the Limitation Act - application to the peremptory language of Section 421(3) of the companies act, 2013 - period of limitation - appeal against the order of NCLT - Held that:- In the present case, the Section 417(3) does not merely contain the initial period of 45 days, Section 417(3) goes on to state that another period of 45 days, being a grace period given by the legislature which cannot be exceeded, alone would apply, provided sufficient cause is made out within the aforesaid grace period. As has been held by us above, it is the second period, which is a special inbuilt kind of Section 5 of the Limitation Act in the special statute, which lays down that beyond the second period of 45 days, there can be no further condonation of delay.

  In view of the language of the proviso to Section 421(3) which contains mandatory or peremptory negative language and speaks of a second period not exceeding 45 days, which would have the same effect as the expression “but not thereafter” used in Section 34(3) proviso of the Arbitration Act, 1996.

  If we were to accept such argument, it would mean that notwithstanding that the further period of 45 days had elapsed, the Appellate Tribunal may, if the facts so warrant, condone the delay. This would be to render otiose the second time limit of 45 days, which, as has been pointed out by us above, is peremptory in nature. - Decided against the appellant.

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• 2018 (2) TMI 414 - NATIONAL COMPANY LAW TRIBUNAL CHENNAI
  

  Rectification of the Register of Members of the Company - Transfer of shares - Held that:- Actions of the R1 and R2 would prove that the share of the petitioner has been transferred without his concurrence and the name of the petitioner has been deleted from the Register of Members without sufficient cause. Since, the transfer to R3 has been made by the Company knowing fully well that one more duplicate certificate is in existence and the transfer was made on the basis of the earlier duplicate share certificate, this Bench has no hesitation to declare that the petitioner has made out a case for ordering the rectification of Register of Members and that the transfer was made on forged documents and it is null and void.

  Since the first transfer to R3 is made on the forged documents, the question of non-joinder of party will not arise, therefore the preliminary objections of the R1 and R2 in this connection should fail. Further, the R3 ought to have contested the matter independently by filing the proof of payment made to the petitioner, but he has adopted the written statement of the R1 and R2 which shows the collusion between the R1, R2 and R3. If the transfer from R3 to Smt. S.M. Vijila is genuine, she should have approached this Tribunal suo motu in order to protect her interest in the shares, but she also failed to do so. Allow the petition and direct the Company to rectify the Register of Members by deleting the name of Mrs. S.M. Vijila and restore the name of the petitioner in that place within 30 days from the date of the receipt of this order.

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• 2018 (2) TMI 335 - GUJARAT HIGH COURT
  

  Dissolution of the company in liquidation under section 481 - Held that:- There are no assets and properties of the company in liquidation and only ₹ 12,801/- is in the balance of the company’s account, the Official Liquidator shall not be required to do any further act for winding up of the company and therefore the company could be dissolved and the Official Liquidator could be discharged and relieved of his duty to function as liquidator of company in liquidation.

  In view of the above, the company-M/s.Geeta Fabrics Ltd. (in Liquidation) is ordered to be dissolved under section 481 of the Act. The Official Liquidator shall stand discharged and relieved as liquidator of the company in liquidation. The ex-directors of the company are directed to give undertaking to the Official Liquidator that if any, liability in future arises in connection with the company in liquidation, they shall be responsible. The Official Liquidator shall call for such undertaking of the ex-directors within a period of 15 days from today

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• 2018 (2) TMI 334 - GUJARAT HIGH COURT
  

  Company under liquidation expended for construction of superstructures on lands - whether superstructures up for sale which respondent no.3 purchased during the auction proceedings? - Held that:- It is universally accepted that the applicant is the owner of the lands bearing survey nos. 340/2 and 340/3 and not the company in liquidation.The superstructures standing on such lands were put up by the company at its cost.

  The labourers of the company were residing in such quarters when the company was actually operational. We are informed that currently the labourers employed by respondent no.3 in the factory are occupying such premises for their residential use.Neither the lands nor the superstructures standing thereon were put for sale under the advertisement dated 30.5.2007.Neither the lands nor the superstructures formed part of the sale deed dated 16.6.2005.

  Consequently, respondent no.3 never became and is not the owner of the superstructures standing on lands bearing survey nos. 340/2 and 340/3. Despite these conclusions, we are not inclined to grant reliefs of the applicant as claimed. This is so because, as noted, the superstructures were constructed by the company at its own cost and would therefore, be the property of the company. If the applicant seeks restoration of the possession, the applicant must pay the cost of such construction to the Official Liquidator which proceeds can be used for the purpose of discharging Company's remaining debts

  We pass the following order :

  1) The Official Liquidator shall have the cost of construction standing on lands bearing survey nos. 340/2 and 340/3 assessed by a Government approved valuer. The construction is quite an old one. Value of such construction as on date therefore, shall have to be on the basis of the current cost of similar construction reduced by depreciation for the period between the completion of construction till date. We make it clear that the valuer shall not apply the rate of depreciation provided in the Incometax Act which is entirely for different purpose but actual reduction in value of construction with passage of time.

  2) Such report shall be placed before the Court on the next date of hearing. SO to 21.3.2018.

  3) The applicant shall deposit an adhoc sum of ₹ 50,000/with the Official Liquidator towards the possible cost of such valuation subject to adjustments in future latest by 5.2.2018.

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• 2018 (2) TMI 27 - GUJARAT HIGH COURT
  

  Dissolution of firm - Held that:- When the relevant provisions of Section 497 of the Act appear to have been complied with and when the affairs of the company are stated not to have been conducted in a manner prejudicial to the company, its members, as also to the public interest, the company could be ordered to be dissolved in terms of Section 497 of the Act. However, while ordering dissolution of the company under Section 497 of the Act, the Voluntary Liquidator is required to be directed to preserve the Books of Accounts of the company for a period of five years from the date of dissolution of the company. As the Official Liquidator is required to incur expenses for the purpose of making present report seeking dissolution of the company in terms of Section 497 of the Act, the directors of the company are required to be directed to pay ₹ 10,000/- being office expenses to the Official Liquidator.

  The company is ordered to be dissolved in terms of Section 497 of the Act from the date of submission of the report. The Voluntary Liquidator – M/s.J. H. Mehta and Company, Chartered Accountant is directed to preserve the Books of Accounts of the company for a period of five years from the date of dissolution of the company.

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• 2018 (2) TMI 26 - GUJARAT HIGH COURT
  

  Challenging the impugned order passed by the NCLT in arbitration proceedings - Held that:- Though the statutory remedy of filing appeal under Section 421 of the Companies Act is available to the petitioners for challenging the impugned order passed by the NCLT, the said remedy would not be effective or efficacious alternative remedy in the facts and circumstances of the case. As stated herein above the NCLT vide the impugned order has refused to exercise the jurisdiction vested in it under the Companies Act by postponing its decision on the reliefs claimed by the petitioners in the Company Petition filed under the Companies Act till the final outcome of the arbitration proceedings pending between the respondent inter se though the petitioners are not the parties to the said arbitration proceedings. The NCLT has also travelled beyond its jurisdiction by making the reliefs claimed in the Company Petition by the petitioners, dependent on the outcome of such arbitration proceedings.

  Prima facie there being no arbitration agreement existing between the concerned petitioners and the concerned respondents for resolving the disputes in respect of the shares in question, and the petitioners being not the party to the arbitration proceedings pending before the respondent No.18, the NCLT could not have passed the impugned order holding that the decision on the reliefs “C” “D” E” and “I” shall depend upon the findings of arbitral tribunal regarding the restrictions contemplated on the transfer of shares in SHA and its binding nature, and that the decision on reliefs relating to “A” “B” “F” “G” “H” “J” and “K” is postponed till the decision of the arbitral tribunal. The Court is at loss to understand as to how the findings recorded in the arbitration proceedings pending between the respondents inter se could be made binding to the petitioners who are the strangers to the arbitration agreement and the proceedings. The NCLT is bound to decide the issues raised in the company petition independently and in accordance with law. By passing the impugned order, the NCLT has clearly abdicated its statutory duty cast on it and has refused to exercise the jurisdiction vested in it under the Companies Act.

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