|
Advanced Search Options
Companies Law - Case Laws
Showing 1 to 20 of 106 Records
-
2020 (10) TMI 1337
Maintainability of application - Seeking stay on further proceedings of the Arbitral Tribunal consisting of 2nd, 3rd and 4th Respondents with regard to the dispute between the Applicant and the 1st Respondent - section 9 of the Arbitration and Conciliation Act - whether or not leave is required to continue the Arbitral Proceedings?
HELD THAT:- Though the Eleventh Schedule of IBC was amended, Section 279 of the Companies Act 2013, which is correspondent to Section 446 of the Companies Act, 1956 has not been deleted or amended. As per sub-Section 2 Clause (94A) the definition of the term “winding up” means winding up under this Act or liquidation under the Insolvency and Bankruptcy Code, 2016, as applicable. The word “applicable” indicates that the Eleventh Schedule not confined to Insolvency and Bankruptcy alone and also applicable to winding up took place under the Companies Act - Section 238 of the Insolvency and Bankruptcy Code, 2016 states that ‘the provisions of this Code shall have effect, notwithstanding anything inconsistent therewith contained in any other law for the time being in force or any instrument having effect by virtue of any such law’, the provision is exhaustive. Thus, whenever a special law gives out a specific provision which is clear and unambiguous and on the same subject there is a different provision in the general law and there is an inconsistency between the two, the special law will prevail and the principles of harmonious construction will have no role to play.
The time frame in winding up on just and equitable grounds is not an important condition. The very object of introducing the IBC 2016 and restricting its operation to solvency of the Company alone and provision for revival of the company within time fixed and keeping the liquidation as last resort makes it clear that time frame is important under the Code while it is not so under Section 279 of the Companies 2013 Act - An Adjudicating Authority that commences exercising of its power by entertaining a petition by a creditor on account of default by the Corporate Debtor enters into the sphere of resolution process which again deals with money and money alone ends up under liquidation. If there is a suit for title pending before the civil court. Adjudicating Authority normally would not be able to reject the leave in such cases. It is to be noted that the tribunals of limited tribunals of limited jurisdiction do not have power to issue declaratory decrees.
The definition of the word "claim" is found in Section 3(6), Section 3(11) defines "Debt", Section 3(12) defined "default" and Sections 3(13) to 3(18) of the Insolvency and Bankruptcy Code 2016 deals with financial aspects. Therefore the very word ‘claim' is relatable to a right of payment. Such right of payment may arise on account of debt or on account of any breach of contract provided such breach gives right to a payment. In such circumstances the provisions of Companies Act which deals with cases of winding up generally cannot be read harmoniously with IBC which is a Special Law.
Section 33(5) of the IBC Code has to be interpretted on its own language. Further, as discussed, when there is no inconsistency IBC would prevail over. Such view of the fact no leave is required to continue of pending proceedings - Any order passed under Section 9 of the Arbitration and Conciliation Act upsetting the view of the tribunal taken, amounts to sitting over the order of the Tribunal ruling same amount to its jurisdiction. The purpose of Section 9 of the Arbitration and Conciliation Act is not to upset any order passed by the Tribunal. When the Tribunal has passed an order rejecting the contention of the claimant questioning the jurisdiction to continue the proceedings. Such order is amenable to challenge under Section 34 of the Arbitration and Conciliation Act, 1996, while challenging the Award.
This Court is of the view that interim orders cannot be granted. The Court is also aware of the limitation to intervene the arbitral proceedings. Section 5 of the Arbitration and Conciliation Act also indicated that no judicial authority shall intervene in the arbitral proceedings except where provided in this part - Application dismissed.
-
2020 (10) TMI 1319
Seeking admission of claims filed by the claimants after expiry of last date of submission of claims as per the public announcement in Form-B - seeking modification of the list of stakeholders filed with the Hon’ble NCLT - HELD THAT:- The applicant shall implead the parties/claimants whose claims are filed belatedly and the delay thereof is sought to be condoned in the instant IA. The applicant shall file an amended memo of parties by impleading the said parties within one week. On filing the same, let notices be issued to the said respondents as per amended memo of parties for 02.12.2020 and applicant shall collect the notices from the Registry and send the same by speed post immediately to the respondents at their registered addresses attaching therewith copy of the application and the entire paper book and the copy of this order - List on 02.12.2020.
Service of notice to respondents - HELD THAT:- Though notices were directed to be served on 09.09.2020 but the applicant failed to serve the notices to the respondents. At the request of the applicant’s counsel issue fresh notices to the respondents in the IA for 10.11.2020 and applicant shall collect the notices from the Registry and send the same by speed post immediately to the respondents at their registered addresses attaching therewith copy of the application and the entire paper book and the copy of this order.
Reply be filed within one week after receipt of notice with a copy in advance to the counsel opposite - List on 10.11.2020.
-
2020 (10) TMI 1318
Striking off the name of company from Register of Companies - non-filing of annual returns and Balance Sheet - section 248 (5) of the Companies Act 2013 - HELD THAT:- It is submitted that an amount of 5 crores has been paid to respondent no. 6 and the land which is in possession of the company is to be developed and the flats are to be delivered to the home buyers. In the circumstances, we are inclined to allow the application.
The RoC concerned is directed to restore the name of the company in the Register of Companies subject to filling of all the pending annual returns and balance sheets. The company is directed to make the compliance with the provisions of the companies Act by filing the pending annual returns and balance sheets for the period w.e.f 2014 onwards with the RoC within 4 weeks from the date of this order and the RoC shall restore the name of the company to the Register of Companies - A fine of ₹ 20,000/- is imposed on the company, which shall be reimbursed to the Office of the RoC for incurring the expenses for the restoration of the name of the company to the Register of Companies.
Appeal allowed.
-
2020 (10) TMI 1277
Sanction of scheme of arrangement - section 230(1) of the Companies Act, 2013 - HELD THAT:- Various directions regarding holding, convening and dispensation of various meetings issued - directions regarding issuance of various notices also issued.
The scheme is approved - application allowed.
-
2020 (10) TMI 1254
Scheme for reduction of Share Capital - objection of the 3.59% of minority shareholders as a whole - legitimate expectation to be adequately compensated with regard to valuation of shares - rights of minority shareholders - HELD THAT:- The objectors have to be distinguished in three different groups (i) 9 Objectors have acquired the shares of the Petitioner Company after the EGM was conducted i.e. they did not hold any shares as on the date of the EGM, (ii) 11 Objectors, in aggregate holding 9,148 equity shares of the Petitioner Company as on the date of the EGM, have not attended and / or voted at the EGM, and (iii) 2 Objectors, namely, Mr. Puneet Kumar and Ms. Sangeeta Gupta, jointly holding 20,205 equity shares in the Petitioner Company, voted in favour of the Resolution approving the reduction of the share capital. Therefore the moot question arises as to the locus standi of such objectors who have acquired shares post the EGM and shareholders who voted in favor of the resolution, be that as it may, we consider the objection raised by the entire group.
This bench is only concerned with the first issue of objection of the 3.59% of minority shareholders as a whole, is with regard to their legitimate expectation to be adequately compensated with regard to valuation of shares. The rights of minority shareholders qua the Valuation of shares as per the two Valuers and the Fairness report has to be examined.
Method of valuation and assumptions carried out by the Valuers - HELD THAT:- The details captured in the two valuation report depict the assumptions and calculations considered by them, while concluding the share price of the petitioner company.
Whether the proposed scheme has the effect of wiping out entirely a class of shareholders, namely, the non-promoter shareholders, though on payment of certain compensation in view of the objection raised by them and whether such selective reduction can be allowed? - HELD THAT:- Section 66 of the 2013 Act expressly permits companies to undertake reduction of their share capital in any manner, i.e. including by way of selective reduction of share capital, as laid down by numerous High Courts - Given the facts of the present case and that the objectors being class of Non-Promoter shareholders who have been offered to exit at a certain price as fixed by the valuation of shares and in consideration of the several decisions cited above, it is concluded that selective reduction is permissible under Sec.66 of the Companies Act.
Objection raised by RD is that the report of ROC, Pune that no complaint has been received, but one M. Punit Kumar regarding Syngenta has complained that the company is paying only 43.4 % of Fair Market Price and cheating the small shareholders, therefore the company is seeking to bump of entire 12,373 Public Shareholders/11,81,036 Equity Shares consisting of 3.59% at an offer price ₹ 2,445/- Per Share - HELD THAT:- Such selective reduction of capital is not within the letter and spirit of Section 66 of the Act. This is against the public interest as the present value/status of the company is also due to public participation. The selective reduction is detrimental to the public participation in equity market. The objections are untenable in view of ratio laid down by Hon’ble Supreme Court and Hon’ble High Courts.
The objection of the RD cannot be accepted on two grounds 1) that they have not considered the Valuation Report produced by the Petitioner Company 2) The dictum of several Courts where they have allowed the Selective Reduction in view of corporate governance and democratic rights of the Company to reduce its share capital by calling it an Domestic/internal decision of the company.
The petitioner company has complied with the statutory compliances by sending notices to the Regional Director, Western Regional Ministry of Corporate Affairs (RD) and the Registrar of Company, Pune. No notice has been issued to SEBI as the petitioner company is not a listed company. The notice of hearing of the company petition was published in Indian Express (Pune Edition) and Lok Satta (Pune Edition) on 06.02.2018, the company does not have any deposits as certified by its auditors. The petitioner has no secured creditors and notice of the petition was served upon each of the unsecured creditors.
Application for reduction of share capital is allowed subject to the directions issued.
-
2020 (10) TMI 1246
Reduction of Share Capital - the Applicant present with this Application for amending the Company Petition for Reduction of Share Capital from ₹ 600 Crores to ₹ 300 Crore - HELD THAT:- On being satisfied with the submissions and explanation given in the pleadings, this Application is allowed.
Accordingly this Application is allowed.
-
2020 (10) TMI 1243
Testamentary suit for grant of probate of the alleged last will - submission is that the APLC can only decide upon and regulate the voting power within the limit of the voting rights as regards the shares which are referable to the estate of the testatrix enlisted in the affidavit of assets - HELD THAT:- It is well settled that the position of Administrator pendente lite (APL) in terms of Section 247 of the Succession Act is that the APL represents the estate of the deceased for all purposes, except distribution of the estate. APL shall be subject to the immediate control of the probate Court and shall act under its direction. Except to the limit it is circumscribed by the last limb of Section 247, the control of the Court over the APL and the extent of its authority to issue directions to the APL spreads through the scope and extent of the statutory purpose for which APL can be appointed in terms of Section 247.
It is fundamental that the eligibility of a share-holder; either if it is only one share or bulk of shares and stocks; the voting rights and the involvement in the company on the strength of the shares would stand regulated, primarily by Sections 47 and 88 of the Companies Act - The power of the Probate Court under Section 247 of the Succession Act necessarily includes the power to regulate and permit such shares which are in the domain of commercial activity to be utilised to generate appropriate income and to better utilise the same in the best interest of the affairs of the estate of PDB, which would ultimately reflect on the end beneficiaries, which also includes charitable trust, educational institutions and other such activities.
The prayer for ad interim stay of the judgement and order impugned dated September 18, 2020 is declined.
-
2020 (10) TMI 1221
Misappropriation of property - petitioners are are the shareholders in the first Respondent company and together they are holding 37% of shares of the issued capital - allegation that the Respondents are misappropriating the property of the first Respondent company and in case the property is sold and consideration is taken by the Respondents in their personal accounts, they will deprive the Petitioners of their rights - HELD THAT:- The petitioners have made out prima facie case, balance of convenience is in the favour of Petitioners and in case the property of the Respondent No. 1 is sold, the same will cause irreparable loss to the Petitioners and Respondent No. 7. This cannot be compensated in terms of money.
The Respondents no. 2 to 7 are restrained from selling property of the Respondent no. 1. till further orders. Besides this, the Respondents are also directed not to change the share holding pattern of the first Respondent company without seeking prior permission from this Tribunal - List the matter on 12th November 2020.
-
2020 (10) TMI 1181
Grant of Bail - Oppression and Mismanagement - appointment of Applicant as Director on the basis of forged director - It is alleged that Ex-Director without discussion with other Directors prepared forged documents and ousted his wife from the Directorship - HELD THAT:- This court finds that the dispute relates to the mismanagement of the affairs of the Pvt. Ltd. Company but the FIR has been lodged under provisions of IPC and procedure under Cr.P.C has been adopted in prosecution of applicant. The Companies Act, 2013 is a complete code which provides for the procedure of conduct investigation into the affairs of the company where allegations of fraud are made against the office bearers of the company. The allegations regarding the offences committed by the applicant should have been investigated under the provisions of companies act aforesaid.
Code of Criminal Procedure, 1973 is a code by itself as far as procedure for arrest, investigation and prosecution of the offence under Companies Act is concerned. The procedure provided under the Companies Act does not excludes the application of Cr.P.C completely. Section 212(6) excludes the applicability of Cr.P.C only for the limited purpose for treating the offence under Section 447 cognizable. Section 438 of the Companies Act makes it clear Section 212(14) of the Companies Act provides that the central government has to provide whether prosecution should be launched against " the companies and its officer or employees, who are or have been in employment in the company or any other person directly or indirectly connected with the affairs of the company." Therefore it appears that when the director of company is prosecuted the company should also be arrayed as an accused. Even if the argument of the learned counsel for the informant is accepted that the applicant was illegally inducted in the company as director by fabrication of resolution, even then the prosecution under Section aforesaid can be launched against the applicant under the provisions of Companies Act since Section 212 (4) Cr.P.C clearly provides "prosecution of any other persons directly or indirectly connected with the affairs of the company".
In the present case the entire investigation has been conducted by the Investigating Officer of the police and not by the Special Fraud Investigating Officer appointed under the Companies Act. First proviso to Section 212(6)(ii) provides that no person accused of any offence under Section 447 of the Companies Act shall be released on bail. The only exception is a person who is under age of 16 years or a woman or a sick or infirm person. The applicant in this case is a woman whose prayer for bail can also be considered under Section 437(1) Cr.P.C. In the present case there is no approval from the central government for Investigating Officer to investigate the offence alleged against the applicant under Section 212 of the Companies Act, 2013. Regarding criminal history of the applicant is appears that all the case have been lodged by or at the behest of her fellow directors who are part of the same company.
The Court is of the view that the applicant has made out a case for bail - bail application is allowed.
-
2020 (10) TMI 1180
Rearrangement of Shareholding - Demand of sums towards transfer fee - non-utility penalty in respect of plots owned by the petitioner - whether by change of name from TAGROS Chemicals India Limited to TAGROS Chemicals India Private Limited would tantamount to change of name in the company and therefore invite levying of transfer charges? - HELD THAT:- What has been done is rearrangement of shareholding within the family without there being a change in the total shareholding of the company. No new separate legal entity has been created - keeping in mind the provisions of Section 23(3) of the Companies Act and Section 14 thereof, what has really happened is that the change in the name of the company is only by adding the word 'private'. As per Section 13(2) of the Companies Act, any change in the name of the company shall be subject to the provisions of sub sections (2) and (3) of section 4 of the Act and shall not come into effect except with the approval of the Central Government in writing. The proviso to the said section says that no such approval will be necessary when the only change in the name of the company is deletion therefrom or addition thereto of the word 'private' consequent on the conversion of any one class of the company to another class in accordance with the provisions of the Act. Thus, any change that is brought about in the name of a company by either deletion or addition of the word 'private' would not require written approval.
What appears to be the legal position from reading the aforesaid sections is that mere change in the name of company from public to private would not tantamount to a change in the constitution of the company since this is brought out only with a view for the purpose of complying with the requirements viz-a-viz the government under the Companies Act. There is no change in the constitution thereof. Accordingly, the stand of the corporation for levying of transfer fees is bad.
Non utility charges or penalty for non utilisation of plots - HELD THAT:- It is evident from reading the notification of the Ministry of Environment and Forests dated 25.08.2009 that the Government of India enforced a moratorium on construction due to the absence of environmental clearance. The moratorium was lifted only after 7 years by a memorandum dated 25.11.2016. No environmental clearance could be obtained and no permission for construction could be granted during this period and as a result of facts beyond the control of the petitioner, the plots remained unutilised. Therefore even the recovery of penalty and non utilisation charges are without authority of law. Merely because in one of the petitions, the petitioner has paid such charges which otherwise he was not obliged to pay in view of the moratorium, that itself would not result in ousting the petitioner from the merits of that petition.
The action of the respondent Corporation in demanding transfer fee and non utility penalty in respect of the plots is held to be illegal and contrary to law - Petition allowed.
-
2020 (10) TMI 1179
Approval of the Scheme of Amalgamation - Sections 230 and 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the National Company Law Tribunal Rules, 2016 - HELD THAT:- Upon considering the approval accorded by the members and creditors of all the petitioner companies to the proposed scheme, as well as no objections filed by the regional director, northern region, the official liquidator, and the income tax department and being satisfied in view of affidavit of undertaking filed by the transferee company, there appears to be no impediment in sanctioning the present scheme. Consequently, sanction is hereby granted to the scheme under section 230 & 232 of the companies act, 2013. The petitioner however remain bound to comply with the statutory requirements in accordance with law.
As a sequel, sanction is hereby granted to the scheme under section 230 & 232 of the Companies Act, 2013. The petitioner however remain bound to comply with the statutory requirements in accordance with law - Application allowed.
-
2020 (10) TMI 1178
Restoration of name of the Company in the Register of Companies - Section 252 of the Companies Act, 2013 - HELD THAT:- The Appellant has submitted sufficient evidence that it has been in operation during the period preceding strike off, therefore it could not be termed as a defunct company as per section 252 of the Act. Thus, taking into consideration the provisions of Section 252(1) of the Companies Act, 2013, which vests this Tribunal with a discretion where the Company, whose name has been struck off, and such Company is able to demonstrate that it is just to do so, can restore the name of the Company, in the Register and in the interest of all stakeholders, including the Appellant itself, who seeks restoration of the name of the Company in the register maintained by Registrar of Companies, the company deserve to be restored.
Appeal allowed.
-
2020 (10) TMI 1134
Jurisdiction of the Civil Court under Section 9A of the Code of Civil Procedure, 1908 - case in the plaint is that on account of absence of the mandatory notice under S. 286 of the Companies Act, 1956, being served on the petitioner / plaintiff, the meeting convened by the Board of Directors and the so called board resolution dated 2nd February, 2014 is void - Time Limitation.
HELD THAT:- Although the respondents herein had raised a ground of limitation in respect of the challenge to the sale-deed of the year 2014 on the basis of S. 242 (2) (g) of the Companies Act, 2013, at this stage it does not appear that the said ground has been accepted by the NCLT. Quite to the contrary, the company petition is admitted, and as noticed earlier the NCLT has also held that if ultimately the transaction is held to be ultra vires, consequential reliefs can be granted.
Jurisdiction of the civil court - HELD THAT:- It is a settled position of law that under S. 9 of the Civil Procedure Code, 1908, the civil court can entertain and try all suits of a civil nature, except any suits of which, the cognizance is either expressly or impliedly barred. It is now well settled that the exclusion of the jurisdiction of the civil court cannot be lightly inferred in view of the plenary jurisdiction conferred on the civil court under S. 9 of the CPC and any plea, seeking exclusion of such jurisdiction, has to be jealously guarded. However, at the same time a legal provision creating a bar of jurisdiction of the civil court, are required to be strictly interpreted and given effect to. In other words, although the exclusion of jurisdiction, cannot be lightly inferred, wherever there is a provision excluding such jurisdiction, either expressly or by necessary implication, the same has to be given effect to in its letter and spirit.
The writ petition is without any merits and is dismissed.
-
2020 (10) TMI 1111
Sanction of Scheme of Arrangement - section 230-232 of Companies Act, 2013 - HELD THAT:- This Bench hereby directs the Applicant Companies to issue notices for various meetings required to be held - scheme sanctioned.
-
2020 (10) TMI 1110
Sanction of scheme of amalgamation - sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT:- As per the petition, the scheme in question will help in optimum and efficient utilization of resources either in the form of assets and sharing of ancillary facilities, benefit by obtaining synchronization of synergies, etc. - the procedure specified in sub-sections (1) and (2) of section 232 of the Companies Act, 2013 has been complied with, and that the scheme of amalgamation can be sanctioned.
The scheme of amalgamation (as annexed with this petition) is hereby sanctioned and the appointed date of the scheme shall be April 1, 2019.
-
2020 (10) TMI 1109
Sanction of Scheme of amalgamation - section 230-232 of Companies Act, 2013 - HELD THAT:- The present Scheme is an arrangement between the Transferor Company No.1, Transferor Company No.2 and their shareholders as contemplated under Section 230(1)(b) and not in accordance with the provisions of Section 230(1)(a) of the Companies Act, 2013 as there is no Compromise and/or Arrangement with creditors as no sacrifice is called for. The rights of the creditors will not be affected at all. The copy of the Scheme is annexed as Exhibit-“O1” to the Application.
In view of the fact that the Applicant Companies have obtained consent affidavits from all their creditors, the meetings of the respective creditors of the Applicant Companies are hereby dispensed with as prayed for - Directions for various meetings to be convened issued - scheme sanctioned.
-
2020 (10) TMI 1072
Summon Order - applicants argued that the impugned summoning order is a proforma order passed over printed proforma with no application of judicial mind - HELD THAT:- Whatever is in other cases is with regard to facts involved in those cases and in criminal case parity of this kind may not be claimed. Rather what is ground for filing this application and where is abuse of process of law has to be mentioned for having indulgence of this court. Hence under above pretext, this file reveals that this complaint was filed by Registrar of Companies u/s 211(3A)(3C) of the Companies Act, 1956 read with AS-15 and AS-13 against Gopal Das Bansal and three others with this contention that Mammon Concast was incorporated as Private Limited on 24.5.2010 under Companies Act having its registered office at 144, Kaveri Kunj, Phase II, Kamla Nagar, Agra. As per memorandum of Companies Registration Book Gopal Das Bansal, Shashank Goyal, Sagar Bansal and Anup Kumar Goyal are Directors of this Company. Hence they are responsible for the act of Company, as per the provisions of Section 211(3A)(3C) of the Companies Act, 1956, and under section 5 of the Companies Act. They will be treated as officers in default.
A Judicial Magistrate is not required to pass order on the analytical analysis of fact and evidence at the stage of passing order u/s 204 Cr.P.C. - The mere requirement is that the Magistrate has to see as to whether prima-facie case is there to proceed further or not. In the present case, complaint was filed by Registrar of Companies with accusations and documentary evidence in support of it, which were Inspection report submitted by the office of Regional Director (NR), Ministry of Corporate Affairs, New Delhi. Hence there was sufficient prima-facie case to proceed further and pass summoning order. This was not under abuse of process of law.
Application dismissed.
-
2020 (10) TMI 1070
Disqualification of Director - non-filing of financial statements and annual returns - Section 92 and Section 137 of the Companies Act, 2013 - HELD THAT:- Evident it is from the pleadings that the Company in question did not file its financial statements and annual return for the financial years 2015-16, 2016-17 and subsequent financial years. It is also an admitted fact that the petitioners were noticed on 25.5.2017, 23.4.2018 by the Registrar of Companies regarding non-filing of financial statements and annual returns for financial years 2015-16, 2016-17 and 2017-18. Section 92 and Section 137 of the Companies Act, 2013 mandates filing of Annual Return and the Financial Statements with the Registrar. These provisions also contemplate penal action for non-compliance thereof. The petitioners have duly accepted the fact of non-filing of Annual Return and Financial statement; however, attributes it to be officers of the Company. The Company has also been put under Corporate Insolvency Resolution Process w.e.f 20.7.2017 under Section 9 of the Code 2016 vide order passed by the National Company Law Tribunal, Ahmedabad.
The petitioners having inhered the disqualification have resulted in alleged disqualification which in given facts cannot be faulted with - Furthermore the relief sought by the petitioners to drop all civil and criminal actions if any taken by the Registrar of Companies besides being preemptive are contingent in nature which cannot be granted in a petition under Article 226 of the Constitution as the petitioners fail to establish breach of any legal right.
Petition dismissed.
-
2020 (10) TMI 1039
Restoration of name of company in the Register of Companies - Section 252(3) of the Companies Act, 2013 - HELD THAT:- The Appellant have submitted sufficient evidence that it has been in operation during the period of striking off and therefore could not be termed as defunct company. Thus, taking into consideration the provisions of Section 252(3) of the Companies Act, 2013 which vests this Tribunal with a discretion where the Company, whose name has been struck off and such Company is able to demonstrate that there is a running business as on the date when the name was struck off and also keeping in consideration that it is just to do so, can restore the name of the Company in the Register and in the interest of all stakeholders, including the Appellant itself, who seeks restoration of the name of the Company in the register maintained by Registrar of Companies, the company deserved to be restored.
The restoration of the company’s name to the Register of Registrar of Companies is ordered subject to its filing of all outstanding documents with proper filing fees along with additional fees required under law and completion of all formalities - Appeal allowed.
-
2020 (10) TMI 1038
Reduction of Share Capital - section 66 of the Companies Act, 2013 - Board of Directors are of the view that the Applicant Company does not require such excess capital for its business operations and such excess capital impacts the return on equity and earnings per share - HELD THAT:- The Board of Directors has passed the resolution on 21.11.2019 in the Board meeting which they have accorded approval for reducing the Paid-up share capital of the company. Pursuant to the above notices dated 22.11.2019 along with the Explanatory Statement for convening the Extraordinary General Meeting of all the members of the Applicant Company were sent - That as on 20.11.2019, there are two Secured Creditors and twenty eight unsecured creditors in the Applicant Company. The Applicant Company in this regard has obtained a Certificate from MKPS & Associates Charted Accountants (FRN 302014E) dated 22.11.2019 that the list of Creditors is correct as per the records of the Company. The Applicant has obtained the written consent from unsecured creditors and are annexed as Annexure -12 of the Petition along with written consent of the Secured Creditors filed as additional documents on 13.01.2020 (Pg. 41-44). The total amount of debt of 28 Unsecured Creditors is ₹ 1,11,68,14,744/- and 2 Secured Creditors is ₹ 2,719,084,099/-.
The Articles of Association of the applicant company, in Article 9 provides for reduction of the share capital by way of special resolution be passed. Hence, the reduction of share capital is as per the Articles of Association of the Applicant Company - We have gone through the report of the Income Tax Department filed on 06.08.2020 raising certain observations/objections along with the reply dated 17.08.2020 filed by the Applicant in response to the observations/objections. We are of the view that the averments made by the Applicant in response to the observations/objections raised by the Income Tax Department are satisfactory.
There is no objection from any quarter in respect of prayer made for reduction of capital as contemplated by the Applicant Company, this Tribunal directs that the reduction of the share capital of the above company as resolved by the special resolution passed at the Extra Ordinary General meeting held on the 26.11.2019.
Application allowed.
........
|
