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Companies Law - Case Laws
Showing 21 to 40 of 106 Records
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2020 (10) TMI 969
Restoration of name of the Company in the Register of Companies, maintained by the Registrar of Companies, Kochi - delay in filing the Balance Sheets and Annual Returns - Section 252(3) of the Companies Act, 2013 - HELD THAT:- It appears from the records that vide order dated 28.07.2020, the appellant was directed to produce the Financial Statements of the Company for the Financial Year 2018-19 along with the GST Returns. The appellants produced the same on 23.09.2020.
This Tribunal is of the opinion that it would be just and equitable to order restoration of the name of the Company in the Register of Companies - Registrar of Companies, the respondent herein, is ordered to restore the original status of the Appellant Company as if the name of the company has not been struck off from the Register of Companies and take all consequential actions like change of company’s status from ‘Strike off’ to Active (for e-filing) and to intimate the bankers about restoration of the name of the company so as to defreeze its accounts - Application allowed.
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2020 (10) TMI 968
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 were issued with respect to convening/holding or dispensing with the meetings of the Shareholders, Secured and Unsecured Creditors as well as issue of notices including by way of paper publication - notices for various statutory authorities also to be served - application allowed.
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2020 (10) TMI 967
Oppression and mismanagement - forgery of signature on the Financial Statements of the 1st Respondent Company for the Financial Years 2013-14 and 2014-15, the Power of Attorney dated 31.07.2006 and the two PANCARDS bearing Nos. ASEPK5529M and AFWPN7566B - requirement of forensic investigation or not - HELD THAT:- Considering the signature in the Financial Statements and the two PAN cards of the applicant and also perusing the letter dated 23.04.2018 sent by the Company Secretary, this Tribunal finds that there is a difference in the signature of the applicant. Hence, this tribunal is of the opinion that a forensic verification is necessary before disposing of the Company Petition.
This Tribunal is of the view that the ends of natural justice would be met if all the facts that could have a bearing on the issues before us, must be brought on record. For this purpose, in exercise of the statutory powers conferred on this Tribunal under Rule 43 of the NCLT Rules 2016 and also under Section 424 of Companies Act 2013, requiring the production of documents, it is deemed necessary to call for necessary documents such as, the original audited Financial Statements for the period 2013-14 and 2014-15 signed by the Board of Directors, PAN Cards of applicant, Power of Attorney executed on 31.07.2006, in order to set a correct picture in the matter.
This Tribunal hereby direct the Respondent No.1 Company to produce the original audited Financial Statements of the 1st Respondent company for the Financial Year 2013-14 and 2014-15. The applicant is also directed to produce the original Power of Attorney dated 31.07.2006 and the originals of two Pan Cards of the applicant bearing nos. ASEPK5529M and AFWPN7566B to this Tribunal in a sealed cover within two weeks from the date of receipt of this order - The applicant is directed to appear in person before this Tribunal on any working day within two weeks in order to give a specimen signature, so that the same can be sent to the Central Forensic Science Laboratory along with the documents for comparing the signature appearing in those documents.
Application allowed.
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2020 (10) TMI 966
Approval of Scheme of Amalgamation - Section 230-232 of the Companies Act, 2013 - HELD THAT:- Under Section 230(9) of the Companies Act, 2013, the Tribunal may dispense with calling of a meeting of Creditor or class of Creditors where such Creditor or class of Creditors, having at least 90% value, agree and confirm, by way of affidavit, to the scheme of compromise or arrangement.
More than 99% of the Shareholders, all Secured Creditors and more than 94% of the Unsecured Creditors of the Transferee Company as well as more than 99% of the shareholders and the only one Unsecured Creditor in the Transferor Company have been supporting and agreeing to the Scheme of Amalgamation and for dispensation of their meeting for approval of the scheme by way of their consent affidavits. There is no Secured Creditor in the Transferor Company.
Calling of the meetings of the members of the Transferor Company and Transferee Company as envisaged under Section 230(1) of the Companies Act, 2013 is not necessary and will not serve any purpose, if called.
Application disposed off.
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2020 (10) TMI 920
Oppression and mismanagement - non-service of notice - main issue raised by the appellant that he has not received notice for Board Meeting to be held on 20th January, 2020 at 4 PM and in the said meeting two directors have been appointed - Section 421 of the Companies Act, 2013 - HELD THAT:- As the subject matter on the validity of the meeting held with due notice or not will be decided over a period of time. We have also notice alleged two Board Meeting are allegedly held on 20th January, 2020 at 12 Noon and after that, on the same day at 4.00 PM. The Appellant contends that he has received notice of only one Board Meeting scheduled to be held 12 Noon on 20th January, 2020. However, service of notice of a second board meeting is disputed, which can be decided finally along with the petition. Meanwhile we think it proper to stay the operation on the Resolution passed in the alleged Board Meeting held at 4 PM on 20th January, 2020.
We further expect that hencefortgh the Company and its Director will communicate with each other with e-mail in addition to communication by normal channel made by the Company. This will end the controversy regarding service of notice. We also direct that till the decision of this case account of the Respondent Company will be operated by all the four directors, who were operating the account before the alleged board meeting dated 20th January, 2020.
Appeal disposed off.
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2020 (10) TMI 919
Approval of Scheme of Arrangement - Sections 230-232 of Companies Act, 2013 - HELD THAT:- The proposed scheme of compromise and arrangement should not be violative of any provisions of law and is not contrary to public policy. It is apparent from the records that there were irregularities and non-compliances from a very long time due to which Stock Exchange took action against the Respondent No. 1 Company and suspended the trading of its securities in the year 2002. Nothing has been brought on record that the Respondent No. 1 Company have taken any serious actions to make the requisite compliances so that trading of the shares of the company can be resumed. Non action of the Respondent No. 1 Company have serious impact on the investors who have invested their hard money in the company. These non-compliances and irregularities or any illegal act already committed cannot be ratified under the umbrella of “scheme” as envisaged under Section 230-232 of Companies Act, 2013.
We have also gone through the observations made by the Regional Director, Western Region, Mumbai. These objections raised by the regional directors clearly points out the irregularities and non-compliances that were present at the time of sanctioning of scheme by the NCLT. The Company must be in compliance of the provision of law and cannot act just on the basis of a legal opinion. The respondent No. 1 Company should have instantly rejected the application money for 10,375 shares as the Application applied were for less than the minimum lot size i.e. 100 shares. The assertion of the Respondent No. 1 Company that it was unaware of the BSE Rejection Letter dated 6th May, 1999 until in the year 2012 is not tenable as the company was listed and must be in touch with the Exchange for various compliances. The scheme appears to be used as a course of action to rectify the irregularities previously done/committed by the Respondent No. 1 Company. Therefore, the grounds raised by the Regional Director for dismissing the petition seems to be just and reasonable - NCLT has overruled the objections raised by the Regional Director on the ground that the objections are mere on the procedural aspects and do not raise any illegality in the scheme or that it is against public policy. Even if the objections are procedural but it is the jurisdiction of the Tribunal that such procedural aspects need to be duly complied with before sanctioning of the scheme, as it would lay down a wrong precedent which would allow companies to do whatever acts without the compliances and confirmation of the Court and other sectoral and regulatory authorities and thereafter get it ratified by the Court under the Umbrella of “scheme”. It should have been contemplated that compliance of law in itself is a part of public policy. It is the duty of the Tribunal or any court that their Orders should encourage compliances and not defaults.
The Scheme under section 230 of Companies Act, 2013 cannot be used as a method of rectification of the actions already taken. Before the scheme gets approved, the company must be in compliance with all the public authorities and should come out clean. There must be no actions pending against the company by the public authorities before sanctioning of a scheme under section 230 of the Companies Act, 2013.
Appeal allowed.
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2020 (10) TMI 870
Grant of Interim Relief - Amounts representing tax/Tax Deducted at Source (TDS) on the price of the FCDs and interest payable to the Respondent, which was required to be deposited in Court, is withheld - HELD THAT:- The purchaser’s liability to pay this amount (namely, the Holdback Amount) into the treasury towards the tax liability of the seller is essentially a matter of their inter se agreement, which is contained in clause 4.5.1 of the SDPA. The payability of the tax for the consideration received under the SPDA may be a matter between the assessee i.e. (the Respondent seller) and the revenue, but so far as the deposit of the Holdback Amount into treasury towards the tax liability of the Respondent is concerned, it is certainly a matter as between the Respondent and its contracting counter party, namely, the Appellants. There is a clear obligation on the part of the Appellants to deposit the Holdback Amount into the treasury; Section 205 of the Income Tax Act has nothing to do with the same.
As far as Section 9 of the Act is concerned, it cannot be said that this court, while considering a relief thereunder, is strictly bound by the provisions of Order 38 Rule 5. As held by our Courts, the scope of Section 9 of the Act is very broad; the court has a discretion to grant thereunder a wide range of interim measures of protection “as may appear to the court to be just and convenient”, though such discretion has to be exercised judiciously and not arbitrarily. The court is, no doubt, guided by the principles which civil courts ordinarily employ for considering interim relief, particularly, Order 39 Rules 1 and 2 and Order 38 Rule 5; the court, however, is not unduly bound by their texts - In an appropriate case, where the court is of the view that there is practically no defence to the payability of the amount and where it is in the interest of justice to secure the amount, which forms part of the subject matter of the proposed arbitration reference, even if no case strictly within the letter of Order 38 Rule 1 or 2 is made out, though there are serious allegations concerning such case, it is certainly within the power of the court to order a suitable interim measure of protection.
The deductor, both under the Income Tax Act and the contract between the parties (clause 4.5.1 of SDPA), is nevertheless required to deposit the amount deducted (the Holdback Amount) into the treasury. If no tax is payable, the deductee assessee would be entitled to refund of this amount. In any case, there is no way the deductor could retain the Holdback Amount.
Appeal dismissed.
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2020 (10) TMI 828
Condonation of delay in filing appeal - time limitation - Appellant states that there was delay beyond 90 days because of the age factor of the Appellants and that the Appellants are senior citizens and distance from Guwahati to Delhi - HELD THAT:- Under Section 421 of the Companies Act, the period of Appeal is 45 days and we can entertain the Appeal after expiry of the said period but within a further period not exceeding 45 days. In the present matter, the Appeal was filed on 20th July, 2020. There was lockdown from 23rd March, 2020. But then, it can be seen that before that itself, more than 90 days period had been consumed. By end of February 2020, 98 days appear to have been consumed.
The Appeal is time-barred and the Appeal is dismissed.
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2020 (10) TMI 827
Transfer of land and machinery of 1st Respondent Company - Section 241 of Companies Act, 2013 - HELD THAT:- The waiver, extension, relaxation of conditions precedent to the Asset Transfer Agreement are at the instance of the purchaser i.e, Respondent No.2 herein and in case the purchaser agrees for the said waiver, the Agreement may be carried forward by the parties concerned.
The Petitioners herein have not been able to establish in all their pleadings and oral arguments as to how their interest have been prejudiced with the said three transactions relating to transfer of land as mentioned in the prayer Clause (2) of their petition. The petitioners also have not been able to establish as to how the said transactions constitute an act of oppression as against them and what tangible loss was caused to the Company with the said transactions especially when they themselves had been party to the decision of Respondent No.1 Company in relation to the EGM held on 16.04.2016. In order for the petition under Section 241 of the Companies Act 2013 (previously under Section 397/298) to succeed against the majority shareholders, the Petitioners have to bring on record material, tangible and real damage to their proprietary interests due to misdeeds complained of and committed by majority shareholders/Management.
The said non-extension of Long Stop Date has not been found to be so severe so as to warrant grant of reliefs as prayed by the Petitioners. Accordingly, we are of the considered view that the Petitioners have not been able to make out case of oppression and mismanagement fit for grant of the said reliefs i.e, against item Nos. 5.1 (a) to (d) herein above. The request for investigation of Respondent Nos 1 & 2 Companies as mentioned against item No. 5.1 (e) is also not acceded to as the Petitioners have failed to bring on record any material evidence in support of their demand for such a relief. In view of the above discussion, the said petition filed under Section 241 and u/s 213 of the Companies Act, 2013 deserves to be dismissed.
Petition dismissed.
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2020 (10) TMI 826
Pledge of property - existence of two subsisting status quo orders on the properties of the Company which is restricting the Company to pledge its properties to raise funds from Banks and other Financial Institutions - threat from the lenders to surge the interest rate and take coercive legal steps if the dues of corporate lenders are not cleared.
HELD THAT:- CLB missed a most basic principle of Section 397, namely, that mere unfairness does not constitute oppression. When the petitioners were given the right to subscribe to the 'rights issue' along with all others in the same proportion, no prejudice, whatsoever, could have been caused to them. It is not in dispute even by the petitioners that the need for more funds was an admitted position - In fact, no unfair prejudice has been caused to the petitioners. The CLB failed to take note of all these vital aspects and relied on irrelevant materials. Apart from these, it is pointed out that the company having turned the corner and doing well, it would be fair exercise of discretion by this Court not to interfere with the High Court judgment.
The impugned judgment of the High Court is fair to both sides and safeguards the interest of the directors and shareholders; hence there is no valid ground to interfere under Article 136 of the Constitution of India.
It is true that there is status-quo order passed by the CLB as well as Civil Court with regard to the assets of the Company. Therefore, 1st Applicant Company cannot sell any of its assets to discharge the debt due to the lenders. The only way to discharge the debt of the Creditors is to raise additional capital by issuing shares to the existing shareholders and for which purpose the order dated 07.12.2006 passed by the CLB directing the company to maintain status-quo with regard to shareholding pattern, is to be relaxed by permitting the 1st Applicant Company to go for rights issue according to the provisions of Section 62 of the Companies Act, 2013 - We are making it very clear that relaxation of order dated 07.12.2006 is for the limited purpose of raising additional capital by issuing additional shares for discharging the debt due to the creditors and after completing the process, the order passed by the erstwhile CLB as regards to the status-quo of shareholding pattern will continue. However, the persons acquiring shares in pursuance of Rights Issue cannot exercise additional voting rights to the extent of shares accrued in the Rights Issue until further orders or till disposal of the main petition, whichever is earlier.
Application disposed off.
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2020 (10) TMI 781
Reduction of share capital - Section 66 of the Companies Act, 2013 and NCLT (Procedure for Reduction of Share Capital of Company) Rules, 2016 - HELD THAT:- The present position of law, while dealing with the provisions of Section 66 is that if none of the shareholders are objecting for the proposed reduction, then after considering the merits of the case as also connected facts and circumstances such petition generally deserves to be admitted - Further, observed that while reducing the share capital, company can decide to extinguish some of its shares without dealing in the same manner as with all other shares of the same class. The company limited by shares is permitted to reduce the share capital in any manner, thereby a selective reduction is permissible within the framework of law. On the question of valuation as well, an observation was that valuation of shares is a technical matter, which requires considerable skill and experience. If the stakeholders are satisfied with the value, can approve the transaction of reduction of share capital which should not deemed to be inequitable or unfair transaction.
In the present case, it can be seen that in the present case, exiting equity shareholders are being issued equivalent preference shares in order to fix their priority dividend over that of ordinary share dividend. Therefore, there is no need to furnish valuation report to the ROC because there is no change in the paid up share capital of the petitioner company post reduction of the capital in the present case.
The petitioner company in the present case has already filed Form GNL-2 online on 04.05.2018 and the copy of the same is a part of Diary No. 7090 dated 13.12.2019. As the application for reduction of share capital under Section 66 of the Act has to be filed before this Tribunal, therefore, it is held that there is no need to file Form GNL-1 with the Registrar of Companies in respect of application of Reduction of Share Capital and filing of GNL-2 online would be sufficient in the present situation.
It is hereby ordered to confirm the reduction of share capital of Petitioner Company by approving the minutes of the EOGM dated 30.05.2018, wherein the members of the Petitioner Company resolved for the reduction of share capital of the Company, as prescribed U/s 66 of the Companies Act, 2013, to reduce issued and paid up share capital from ₹ 61,67,000/- divided into 61670 equity shares of ₹ 100/- each to ₹ 37,17,000/- divided into 37,170 equity shares of ₹ 100/- each fully paid and simultaneously issue 24500 6% non-cumulative redeemable preference shares of ₹ 100/- each to the holder of equity share capital - the necessary alteration shall be made in the Memorandum of Association by the Petitioner Company for reduction of the amount of its share capital and of its shares.
The issued, subscribed and paid-up share capital of Saraswati Offset Printers Private Limited as on 05.04.2019 is henceforth ₹ 1,66,00,770/-divided into 2,41,404 Equity Shares of ₹ 10/- each and 14,18,673 Preference Shares of ₹ 10/- each, reduced from ₹ 8,30,03,880/- divided into 12,07,022 Equity Shares of ₹ 10/- each and ₹ 70,93,366/- Preference Shares of ₹ 10/- each - Application allowed.
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2020 (10) TMI 780
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 the Petitioner company 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 also as no objection from any quarter against the Scheme has been received; 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 in respect of the Petitioner Company.
The scheme is approved - application allowed.
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2020 (10) TMI 773
Oppression and mismanagement - Removal of Director - nomination of a new director - submission of Audited Balance Sheet - time limitation - HELD THAT:- The averments made by the petitioner in the petition are not supported by relevant documents. In fact, the petitioner has not annexed any documents to support his case and prima facie we are of the view that the petitioner has failed to make out a case of oppression and mismanagement as against the Respondents.
It can be seen that the averments made by the petitioner in the petition are that he had infused some funds into the 1st Respondent Company after which he had been tricked into by the Respondents and resigned as a Director of the 1st Respondent Company on 17.11.2012. Now, after the lapse of almost 5 years, the petitioner has filed the present petition to induct him as the Director of the 1st Respondent Company.
It is evident from the records that the petitioner has acted in pursuance of the Share purchase agreement entered into between the parties on 04.07.2012 and has transferred 1,80,000 shares out of the 3,00,000 shares in favour of the 2nd and 3rd Respondents and has also received the consideration in relation to the same. However, now in the present petition, the petitioner claims that he still holds 3,00,000 shares in the 1st Respondent Company, which is more than the shares held by the 2nd and 3rd Respondent. Thus, the petitioner has suppressed the materials facts before this Tribunal and has not come with clean hands.
Time Limitation - HELD THAT:- The cause of action for the petitioner to file this petition arose on the day on which he alleged to have been tricked by the Respondents to resign as a Director of the 1st Respondent Company i.e. on 17.11.2012. Admittedly, the petitioner has filed the present petition before this Tribunal on 30.11.2017, which is almost after a lapse of 5 years. Section 433 of the Companies Act, 2013 contemplates that the provisions of the Limitation Act, 1963 shall, as far as may be, apply to proceedings or appeals before the Tribunal or the Appellate Tribunal, as the case may be - the present Petition can also be construed as an application as defined under the Limitation Act, 1963. Thus, irrespective of whether a petition under Section 241 of the Companies Act, 2013 falls under Article 137 or under Article 113 of the Limitation Act, 1963, the time period specified is three years when the right to sue / right to apply accrues, as the case may be.
The petition filed by the petitioner is prima facie barred by limitation - Further, even on merits, the petitioner has failed to make out a case of oppression and mismanagement into the affairs of the 1st Respondent Company and the petitioner has only made sweeping allegations as against the Respondents and failed to corroborate the same with relevant material document - Petition dismissed.
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2020 (10) TMI 740
Oppression and Mismanagement - appointment of Managing Director - continuation of lease - appointment of Board of Directors of the Company - It is alleged by the Petitioners that on 19-09-2017, these added Directors without any authority and without serving notice to the Petitioners held Extra Ordinary General meeting of shareholders for enhancing shareholding by allotting those shares to the Respondent Nos. 5 to 37, illegally reducing the Petitioners as minority shareholders.
Whether the Respondent Nos. 2 to 4 were appointed as the additional Directors and their appointments as Directors have been confirmed? - Whether the Petitioners were illegally removed from the posts of Directors/Managing Director by the Respondents? - HELD THAT:- The law prescribes that if Article of Association of the Company allows the Board of Director to appoint any person as the Director, such appointment shall be as additional Directors and he shall be Director up to date of next AGM. In this case, the appointment letters produced at Annexure R-4, discloses that Respondent Nos. 2 to 4 were appointed as the Directors by the Board of Directors in meeting dated 27-03-2015. However, the official record reflects their appointment as the independent Directors and not as the additional Directors. Article of Association of Respondent No. 1 Company is on record at Annexure P-1(Page 101 of the Petition). It confers right of Board of Directors to appoint fit and proper person as the Director. Section 161 of the Companies Act, 2013 says that if a person appointed as the Director by the Board of Directors, his appointment shall be presumed to be appointment as the additional Directors till next AGM. In next AGM, his appointment as the additional Directors can be ratified. In this case, the appointment letters of Respondent Nos. 2 to 4 show that they were appointed as Directors. The public record show that they were appointed as the independent Directors and not additional Directors. On the basis of evidence in form of public record, the inference has to be drawn that appointment of Respondent Nos. 2 to 4 was made as the Directors - It is not in dispute that on 27-03-2015, the Petitioners were only shareholders as well as Directors of Respondent No. 1, Company. On 27-03-2015, the Petitioners as the Directors appears to have been issued appointment letters to Respondent Nos. 2 to 4 appointing them as the Directors. It can safely be inferred that on 27-03-2015, the Petitioners being only shareholders might have held AGM and appointed Respondent Nos. 2 to 4 as the Directors and issued the appointment letters in the capacity as the Directors.
It is settled law that service of notices to all the Directors of the Board of Directors is essential for any resolution passed at the meeting and where admittedly no notice was given even to one of the Directors, the resolution passed at the meeting of the Board of Directors is invalid - In this case, the Respondents did not state anywhere as to when notice for EOGM dated 19-09-2017 was dispatched or sent to the Petitioners. They did not produce copies of such notices on record at all. There is absolutely no evidence on record to prove service of notices. It is for them to prove the fact by producing material evidence thereto. In our considered opinion, the Respondents failed to establish that before holding the meeting of Board of Directors and the EOGM dated 19-09-2017, the notices of those meetings were served on the Petitioners. Since the Petitioners were not served with the notices of those meetings, all resolutions passed or decisions taken by the other Directors (Respondent Nos. 2 to 4 herein) in such meetings, became void and are not binding the Petitioners at all.
The Respondents state that they have allotted shares of the Company to Respondent Nos. 5 to 37. However, they did not produce any evidence to prove this point. The Respondent Nos. 5 to 37 did not appear in this case stating that they are shareholders of the Company. There is no record in evidence to show that the Respondent Nos. 5 to 37 had paid any amount towards purchase of the shares. Article 15 of the Articles of Association of the Respondent No. 1 Company, states the procedure in detail as to how the shares of the Company are to be allotted or to be transferred. That procedure has not been followed - Respondent Nos. 5 to 37 are not the shareholders of the Respondent No. 1, Company.
Thus, the Petitioners are still the Directors of the Respondent No. 1, Company even today.
What should be final order so that the affairs of the Respondent No. 1 Company can run smoothly? - HELD THAT:- There is material on record indicating that the loan account of Respondent No. 1, Company was declared NPA by Punjab National Bank in the year 2017. It is seen from the evidence on record that during that time, only Respondent Nos. 2 to 4 were controlling the affairs of the Company. If it is so, it has to be held that they mismanaged the affairs of the Company. Be that as it may, while considering the Petition under Section 241 and 242 of the Companies Act, 2013, it has to be endeavor of this Tribunal to see that the affairs of the Company are being conducted smoothly, in future at least - It is brought to our notice that Respondent No. 4, Mr. Shanker Ghosh has resigned as the Director on the ground of ill health. He has already been relieved from his post. Now, the Petitioner No. 1 and 2 and the Respondent No. 2 and 3 are the Directors of the Company. Accordingly, we decided that the Petitioners and the Respondent No. 2 and Respondent No. 3 are the Directors of Respondent No. 1, Company. In short, two persons from Petitioners group and two persons from the Respondents group are the Directors. We also hold that Respondent Nos. 5 to 37 are not shareholders of the Respondent No. 1, Company. To avoid future embezzlement of the Company's account, we direct that the account shall be operated under joint signature of the Petitioner No. 1, Mr. Ajay Sinha and Respondent No. 2, Mr. Jogendra Tiwari. This will avoid complications in future.
It is declared that the Petitioners are the Directors of the Respondent No. 1, Company, M/s. Spencer Distilleries Private Limited and Petitioner No. 1 is the Managing Director of the Respondent No. 1, Company - It is declared that Respondent Nos. 2 and 3 are also the Directors for Respondent No. 1, Company, M/s. Spencer Distilleries Private Limited - Petitioner No. 1, Mr. Ajay Sinha and Respondent No. 2, Mr. Jogendra Tiwari, Director, are the authorized signatory of the Company who shall have power to operate the Bank account of the Respondent No. 1, Company, M/s. Spencer Distilleries Private Limited, under their joint signatures - Respondent Nos. 5 to 37 are not the shareholders of the Respondent No. 1, Company - petition allowed in part.
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2020 (10) TMI 705
Permission to withdraw, from time to time, such amounts as may be required for the educational expenses of his son - HELD THAT:- The son of the Applicant has received intimation letter from the Institute of Management and is desirous of taking admission there. It cannot be disputed that the expenses of admission and the course which the son of the Applicant wishes to undertake cannot be met from the limited/fixed amount that the applicant is allowed to withdraw every month from his bank account(s).
The Applicant would not be in a position to meet the educational expenses of his son from the amount that the Applicant is allowed to withdraw, nor has he any other resources for the purpose. The objection by the Respondent (UOI), that the Applicant is involved in the financial irregularity of the Gitanjali Gems Ltd and that is being invested by SFIO as well as the CBI would not be relevant for the prayers made in the present Application. The prayers made in the Application concerns the life and the career of young man who has nothing to do with the alleged wrongdoings of his father. The involvement or otherwise of the Applicant in the Company Petition would be taken into account during hearing of the Petition after considering all the relevant facts.
The Applicant is permitted to withdraw such amount as would be necessary from the HDFC Account to defray the educational expenses of his son Manthan Sanjay Rambhia for pursuing the PGDM eBiz program in Welingkar Institute of Management Development & Research, Matunga, Mumbai on his submitting the Institute’s intimation or letter requiring him to deposit such amounts with the Institute according to the payment schedule of the Institute - Application allowed.
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2020 (10) TMI 704
Restoration of name of the Company in the Register of Companies, maintained by the Registrar of Companies, Kochi - Section 252(1) of the Companies Act, 2013 - HELD THAT:- This Tribunal is of the opinion that it would be just and equitable to order restoration of the name of the Company in the Register of Companies and consider shareholder to be the member of the company to file this appeal.
The Registrar of Companies, the respondent herein, is ordered to restore the original status of the Appellant Company as if the name of the company has not been struck off from the Register of Companies and take all consequential actions like change of company’s status from ‘Strike off’ to Active (for e-filing) - Name restored - application allowed.
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2020 (10) TMI 703
Contravention of Section 96 R/w Section 99 & Section 441 of Companies Act, 2013 - compounding of offences relating to contravention - HELD THAT:- The ROC has not opposed the instant Petition but stated material facts regarding violations and maximum prescribed and number of days in complying with violations. The Petitioners have satisfactorily explained the reasons for delay in complying with violations in questions and filed the instant Petition suo motto, that too after making good violations in question. The Petitioners have not committed similar violations earlier and these are the first violations committed by them. The Report of ROC mentioned maximum penalties prescribed under the extant sections. Therefore, depending on the facts and circumstances of the case, the Tribunal is empowered either to impose suitably penalty or even wait it. Under sub section 1 of Section 441 of Companies, Act, 2013, the Tribunal is empowered to compound violations/offences committed by Companies, either before or after prosecution, on specifying quantum of payment, however, such sum should not in any case exceed the maximum amount of fine which may be imposed for the offence so compounded.
The quantum of penalty specified by the ROC in his report furnished maximum penalty prescribed under the relevant section. There is no minimum penalty prescribed under the section and it only says upto one lakhs and upto ₹ 5000 per day. Therefore, the Tribunal has to take into consideration of the extenuating circumstances as available in given case. As stated supra, the Learned Counsel, has satisfactorily explained to Tribunal, the reasons for committing violations/offences in question, so as consider to impose minimum penalty. He is also justified to take a plea of present adverse economic situation arise due to pandemic. Therefore, we are inclined to take a lenient view of matter and thus want to impose minimum Compounding fine.
Application allowed in part.
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2020 (10) TMI 702
Approval of the Scheme of Amalgamation - Sections 230 to 232 of the Companies Act, 2013 - HELD THAT:- This Company Petition is allowed, and the Scheme of Amalgamation annexed with the Petitions is hereby sanctioned. The Scheme approved shall be binding on the Shareholders, Creditors and employees of the Companies involved in this Scheme. The Appointed date of the Scheme is 1st April, 2019.
Scheme approved.
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2020 (10) TMI 701
Sanction of a Scheme of Amalgamation - section 230 to 232 of the Companies Act, 2013 - HELD THAT:- On perusal of the documents produced on record, it appears that provisions of Section 230-232 of the Companies Act, 2013 are satisfied. This Tribunal finds that in the Scheme of amalgamation the Petitioner Transferor Company's entire business including assets, liabilities, rights, obligation get transferred and get merged with the Petitioner Transferee Company and the Petitioner Transferor Company shall get dissolved without winding up and hence the revenue's interest is duly protected and the apprehension of the Official Liquidator about the revenue's interest shall get adversely affected, is without merits as the liabilities, obligations if any of the Petitioner Transferor Company does not get diluted even remotely and become the liabilities and obligations of the Petitioner Transferee Company and further this Tribunal directs that Petitioner Companies shall co-operate with the authorities in the pending proceedings and shall undertake to discharge the liabilities, obligations if any arises and accrues in future upon crystallization of the liabilities and / or obligations.
Thus, this Tribunal sanctions the Scheme and allows the prayer and the Scheme is hereby sanctioned and shall be binding on respective shareholders and creditors.
Petition allowed.
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2020 (10) TMI 700
Approval of Scheme of Amalgamation - Sections 230 and 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT:- The procedure specified in sub-sections (1) and (2) of section 232 of the Companies Act, 2013 has been complied with, and hence the Scheme of Amalgamation, as approved by the Petitioner Company, is hereby sanctioned, as prayed.
The Scheme of Amalgamation (enclosed as Annexure-A to this Company Petition) is hereby sanctioned and the Appointed Date shall be 01st April, 2013. The effective date of the Scheme shall be the date of this order - Application allowed.
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