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Companies Law - Case Laws
Showing 101 to 106 of 106 Records
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2020 (10) TMI 69
Approval of the Scheme of Amalgamation - Sections 230 to 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 the Petitioner companies to the proposed Scheme, and the affidavit filed by the Ld. Regional Director, Northern Region, Ministry of Corporate Affairs, the Official Liquidator NCT of Delhi and the Income Tax Department, there appears to be no impediment in sanctioning the present Scheme - Consequently, sanction is hereby accorded to the Scheme under Section 230 to 232 of the Companies Act, 2013.
The scheme is approved.
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2020 (10) TMI 19
Condonation of delay of 4 years in filing the present company petition - Section 59 of the Companies Act, 2013 - HELD THAT:- While considering the application for condonation of delay no straight jacket formula is prescribed to come to the conclusion if sufficient and good grounds have been made out or not. Each case has to be weighed from its facts and the circumstances in which the party acts and behaves - After all, justice can be done only when the matter is fought on merits and in accordance with law rather than to dispose it of on such technicalities and that too at the threshold.
It is pertinent to point out that unless mala fides are writ large on the conduct of the party, generally as a normal 1 rule, delay should be condoned. In the legal arena, an attempt should always be made to allow the matter to be contested on merits rather than to throw it on such technicalities.
While dealing with an 'Application for condonation of Delay', the concerned Tribunal/Appropriate Authority is only required to consider whether the 'Plea of Sufficiency of Cause' is a reasonable one or otherwise, of course after taking into consideration of the facts and circumstances of a given case. Undoubtedly, consideration of an existence of a 'Sufficient Cause' is within the ambit of the concerned Authority, which has to be exercised based on sound judicial principles - It cannot be gain said that 'Right to refuse' registration of transfer of shares, 'Sufficient Cause' is question of law and the cause shown for refusal is sufficient or otherwise in a given case, can also be a 'mixed question of law' and fact. Besides this, a refusal may be on the; basis of 'Breach of Law' or any other 'Sufficient Cause'.
In the present case, it has become necessary to adjudicate the issue of whether the Company Petition as filed by the Petitioner is barred by limitation and whether the delay can be condoned. However, before venturing into the issue of whether the delay has to be condoned or not, from the facts narrated above, this Tribunal is of the considered view that issue of limitation in the present case, is a mixed question of fact and law.
This Tribunal is of the view that this Application filed by the Petitioner to condone the delay of 4 years in filing the main Company Petition, should not be taken up as a preliminary issue and to be decided, without traversing into the merits of the case - this Tribunal deems fit that this Application should be taken up along with the main Company Petition for effective adjudication of this issue both on law and on facts - application disposed off.
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2020 (10) TMI 18
Restoration of names in the Register of Companies - sub-section (5) of Section 248 of Companies Act, 2013 - opportunity of being heard not given - violation of principles of natural justice - HELD THAT:- It is well established principle that no person shall be condemned unheard. Here, the petitioners-companies are registered in the year 2010. When such being the case, it is the duty of the Registrar to examine as to whether the petitioners-companies have any valid legal defence for the purpose of sub-Section (5) of Section 248 of the Act. Sub Section (5) is very clear that before publication in the Official Gazette about the striking off the name of company, notice has to be issued to the company and thereafter on the basis of the reply, the Registrar can pass an order, but, before passing an order, the grounds given or defence taken in the reply to the notice should have to be verified - When such being the case, the order of striking off the name of the company itself is bad in law and when the notices itself have not been issued, then it is a good ground for the petitioners-companies to prefer an appeal under Section 252 of the Act. - Petitioner are at liberty to approach the Tribunal u/s 252 of the Companies Act.
Application disposed off.
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2020 (10) TMI 17
Approval of Amalgamation Scheme - Sections 230 to 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:- In view of the foregoing, upon considering the approval accorded by the members and creditors of the Petitioner companies to the proposed Scheme, and the affidavits filed by the Regional Director, Northern Region, Ministry of Corporate Affairs and the report of official liquidator, there appears to be no impediment in sanctioning the present Scheme - Consequently, sanction is hereby granted to the Scheme under Section 230 to 232 of the Companies Act, 2013.
The scheme is approved.
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2020 (10) TMI 16
Sanction of Scheme of Amalgamation - section 230 to 232 of Companies Act - HELD THAT:- Right to apply for the sanction of the Scheme has been statutorily provided under Section 230-234 of the Companies Act, 2013 and therefore, it is open to the applicant companies to avail the benefits extended by statutory provisions and the Rules - It has also been affirmed in the petition that the Scheme is in the interest of all the transferor companies and the transferee company including their shareholders, creditors, employees and all concerned.
Upon considering the approval accorded by the members and creditors of the Petitioner companies to the proposed Scheme, and the affidavits filed by the Regional Director, Northern Region, Ministry of Corporate Affairs and the report of official liquidator, there appears to be no impediment in sanctioning the present Scheme - sanction is hereby granted to the Scheme under Section 230 to 232 of the Companies Act, 2013.
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2020 (10) TMI 15
Sanction of Composite Scheme of Amalgamation of wholly owned subsidiaries - sections 230-232 of the Companies Act, 2013 read with Companies (Compromises, Arrangement &Amalgamations) Rules, 2016 - HELD THAT:- From the material on record, the Scheme appears to be fair and reasonable and is not in violation of any provisions of law and is not contrary to public policy - Since all the requisite statutory compliances have been fulfilled, Company Petition is made absolute in terms of prayers in the Petition.
The Scheme is hereby sanctioned with the Appointed Date fixed as 1st April 2019 - The Transferor Companies shall stand dissolved without the process of winding up.
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