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Companies Law - Case Laws
Showing 81 to 100 of 106 Records
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2020 (10) TMI 178
Restoration of name of company in the Register of Companies - no return of income has been filed - issuance of SCN - HELD THAT:- In the Impugned Order it is not mentioned that before passing the Impugned Order, Learned Tribunal has served the notice on the Company or its Directors.
Rule, 37 of the National Company Law Tribunal Rules, 2016 also provides that the Tribunal shall issue notice to the Respondent to show cause against the Application or Petition on the date of hearing to be specified in the notice. Such notice shall be accompanied by a copy of the Application with supporting documents. The Tribunal has not issued such notice to the Appellant - In such a situation, without giving any opportunity of hearing Learned Tribunal has passed the Impugned Order.
Thus, the Impugned order hereby set aside and the matter is remitted back to the Tribunal with the direction that after hearing the parties decided the Appeal under Section 252 of the Act, as per law without influence by its earlier Order - Appeal allowed by way of remand.
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2020 (10) TMI 177
Restoration of name of the Company in the Register of Companies, maintained by the Registrar of Companies - non-filing of financial statement and annual returns from the year 2013 onwards - Section 252(1) of the Companies Act, 2013 - HELD THAT:- Having satisfied with the reasons as mentioned in the appeal, the Tribunal is of the opinion that it would be just and proper to order restoration of the name of the Company in the Register of Companies.
The Company is directed to file all statutory document(s) along with prescribed fees/additional fee/fine as decided by Registrar of Companies within 30 days from the date on which its name is restored on the Register of Companies by the Registrar of Companies. The appellant is directed to submit a declaration from the Directors regarding the deposits made during the demonetization period with the Registrar of Companies.
Application disposed off.
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2020 (10) TMI 176
Restoration of name of the Company in the Register of Companies, maintained by the Registrar of Companies - non-filing of audited financials and annual returns for the financial years 2014-2015, 2015-2016, 2016-2017, 2017-2018, 2018-2019 - Section 252(3) of the Companies Act, 2013 - HELD THAT:- The Tribunal is of the opinion that it would be just and proper to order restoration of the name of the Company in the Register of Companies.
The Company is directed to file all the statutory document(s) along with prescribed fees/additional fee/fine as decided by Registrar of Companies within 30 days from the date on which its name is restored on the Register of Companies by the Registrar of Companies. The appellant is directed to submit a declaration from the Directors regarding the deposits made during the demonetization period with the Registrar of Companies.
Appeal disposed off.
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2020 (10) TMI 175
Sanction of Scheme of Amalgamation - section 230 and 232 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules 2016 - HELD THAT:- Further perusal of the scheme shows that the accounting treatment is in conformity with the established accounting standards. In short, there is no apprehension that any of the creditors would lose or be prejudiced if the proposed scheme is sanctioned. The said Scheme of Amalgamation will not cast any additional burden on the stakeholders and also will not prejudicially affect the interests of any class of the creditors in any manner. The Appointed date of the said Scheme is 01st April, 2018 - The scheme does not require any modification as it appears to be fair and reasonable, not contrary to public policy and also not violative of any provisions of law. All the statutory compliances have been made under section 230 to 232 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Scheme of Amalgamation between the Transferor Company and the Transferee Company was duly approved by the shareholders of respective companies.
The Company Petitions are allowed and the scheme of Amalgamation annexed with the petition is hereby sanctioned which shall be binding on all the members, creditors and shareholders - Scheme is approved.
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2020 (10) TMI 174
Oppression and mismanagement - rectification of share register of Respondent - shareholder of Respondent No. 1 Company or not - removal of the Petitioner from the Directorship of the Respondent No. 1 Company - maintainability of petition - section 241 of the Companies Act, 2013.
HELD THAT:- All the Agreements i.e., Facilitation Agreement and Pledge Agreement dated 06.10.2016 and letter 07.10.2016, have been duly executed by the authorized signatory of the Respondent Nos. 1 & 7, namely Mr. Vikram Prabhakar (Respondent No. 2). However, the Respondent No. 2 contemptuously denying everything including his signature by alleging fraud, forgery, misrepresentation for the first time in his Reply, without raising those issues before filing the instant Company Petition. It is for the Respondents to take appropriate civil/criminal action if the Petitioners are resorting to such type of frauds. Instead of doing so, they are making baseless allegations in the instant Petition - the facts and circumstances of the case shows even though the Petitioner has rendered substantial services to the Respondents and got executed Facilitation Agreement in its favour, the Petitioner could not get any benefit out of the transaction and on the top of it, the Respondents wanted to remove even nominee Directors of Petitioner No. 1 on un-tenable grounds, as detailed supra, in order to deprive them as not to involve in the affairs of the Respondent No. 1 Company. They have succeeded in their attempt to remove them while the Company Petition is pending.
The main contentions/allegations raised on behalf of the Respondents, such fraud, forgery, manipulation of records etc., are not at all tenable and not substantiated by the Respondents. It is relevant to point out here, the affairs of R 1 Company is under the control of other Respondents but not under the control of Petitioners, and even the nominee Directors of Petitioner No. 1 were thrown illegally, moreover by examining the signature of Mr. Vikram Prabhakar(MD/Respondent No. 2), appearing on various documents including Facilitation Agreement, Pledge Agreement, with naked eye, there is no doubt in our mind that those signatures are not all forged and those documents binds on the Respondents - In terms of said Facilitation and Pledge Agreements and as per said Articles of Association, all conditions required to be fulfilled for transfer of shares stand fulfilled, at least in respect of 51 % of shares held by Respondent No. 7 at the time of Pledge Agreement and the second Respondent cannot deny it and the Respondent No. 1 Company is bound to register the name of Petitioner No. 1 in the Register of Members of R 1 Company. Even subsequent consideration for transfer of shares was paid by the First Petitioner to the Respondent.
The contention of the Respondent Nos.2 and 7 that the amount paid by the Petitioner No. 1 towards consideration of the share price value of the Transfer of Shares is not towards consideration for transfer of shares is not at all tenable and same is liable to be rejected. It is bounden duty of the Respondent No. 1 Company to register the names of the Petitioner No. 1 in the Register of Members. Moreover, it is not the case of the Petitioner that the Transfer of Shares in question was rejected by the Company, so as to give cause of action to the Petitioner to file any Petition/Application, U/s.58 or 59 of the Companies Act, 2013. Therefore, the Petitioner No. 1 deemed to be shareholder, holding 51% of Shares of Respondent No. 1 Company. Therefore, the Petitioner No. 1 can maintain the main Company Petition filed U/s.241 of the Companies Act, 2013. Similarly, by virtue of Facilitation Agreement, Petitioner Nos.2 to 4 are entitled to be continued as nominee Directors and they cannot be removed without participation of Petitioner No. 1 in the concerned meetings. Therefore, removal of the Petitioners No. 2 to 4 from the Directorship of Respondent No. 1 Company is illegally, contrary to law, and against the principle of nature justice.
Transfer of shares - HELD THAT:- There are lapses on the part of first Petitioner to take appropriate action at appropriate time. So that the Respondents able to take several actions including transfer of shares to other Persons. In respect of remaining shares, there is no pledge Agreement by other shareholders unlike Respondent No. 7. Therefore, the first Petitioner has not satisfied the Tribunal for transfer of entire shareholding of R 1 Company by producing the relevant documents for Transfer of Shares, in terms of the Article 20, 21 & 22 and the extant provisions of the Companies Act.
Thus, the instant Company Petition is maintainable U/s.241 of the Companies Act, 2013, and the Petitioner No. 1 deemed to be a shareholder of Respondent No. 1 Company by holding 51% of Shares as held by the Respondent No. 7, and the Petitioner Nos.2 to 4 cannot removed from the position of Directors of R 1 Company, without consent of majority shareholders and it is contrary to law and against the principle of natural justice - petition disposed off.
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2020 (10) TMI 173
Sanction of Composite Scheme of Arrangement and Amalgamation - sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangement and Amalgamation) 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, the Company Petition is made absolute in terms of the prayers thereof.
The Transferor-Company be dissolved without the process of winding up - scheme is sanctioned.
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2020 (10) TMI 172
Sanction of Amalgamation Scheme - 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:- In compliance of sub-section (5) of Section 230 of the Act and Rule 8 of the Companies (CAA) Rules, the Applicant Companies shall send a Notice of meeting in Form No. CAA 3 with a copy of the Scheme of Arrangement, the Explanatory Statement and the disclosures mentioned under Rule 6 to (1) Central Government through the Regional Director, North Western Region, (2) the Registrar of Companies, Gujarat; and (3) the Income Tax Authorities, (4) Reserve Bank of India;(5) BSE Limited (6) National Stock Exchange Limited as well as (7) Securities and Exchange Board of India; stating that representations, if any, to be made by them shall be made within a period of 30 (Thirty) days from the date of receipt of such notice, failing which it will be deemed that they have no objection to make on the proposed Scheme of Arrangement. The said notices shall be sent forthwith after the notice for the meetings are sent to the concerned Equity Shareholders, Secured and unsecured creditors of the Applicant Transferor Company, either by Registered Post or by Speed Post or by Courier or by Hand Delivery at the offices of the authorities as required by sub-rule (2) of Rule 8 of the Companies (CAA) Rules, 2016. The aforesaid authorities, who desire to make any representation under sub-section (5) of Section 230 shall send the same to this Tribunal with a copy of the same to be supplied to the Applicant Company.
Application disposed off.
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2020 (10) TMI 171
Approval of the Composite Scheme of Amalgamation - Section 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT:- Prior approval from Ministry of Civil Aviation is required to be obtained before sanction of the Scheme by this Tribunal. In the present case, the petitioner company has not placed on record the requisite approval, if any, obtained from the Ministry of Civil Aviation - taking in consideration of the said factum, the approval of the Scheme by this Tribunal is conditional upon the requisite sanction and approval from the Ministry of Civil Aviation in accordance with the prescribed guidelines.
In view of absence of any other objections having been placed on record before this Tribunal and since all the requisite statutory compliances having been fulfilled (other than the one which is mentioned in para 15), this Tribunal, subject to para 16, sanctions the Scheme of Amalgamation, which are annexed as Annexure "A9" with the Company Petition as well as the prayer made therein - the scheme is approved.
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2020 (10) TMI 127
Restoration of name of the Company in the Register of Companies, maintained by the Registrar of Companies - Section 252(3) of the Companies Act, 2013 - HELD THAT:- Having satisfied with the reasons as mentioned in the appeal and in the light of various provisions of Companies Act, 2013, the 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 that the shareholder of the Company is competent 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), to restore and activate the DINs if applicable, 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 126
Restoration of name of the company in the Register of Companies maintained by the Registrar of Companies - failure to file Financial Statements and Annual Returns for more than two continuous financial years - not carrying on any business or operation for a period of immediately preceding two years - no application made for obtaining the status of Dormant Company under section 455 of the Companies Act, 2013 - section 252(3) of the Companies Act, 2013 - HELD THAT:- On perusal of the records, it appears that the name of the company was struck off for the failure on the part of the company to file the statutory documents for a continuous period of more than two years, as mandatorily required under the statute and also for not carrying on the business.
On hearing the submissions of the Learned Counsel appearing on behalf of Petitioner and on perusal of the Audited Accounts submitted by the Petitioner Company and the documents provided on record, the Bench has observed that the company has assets & liabilities in its Books of Accounts during the immediately preceding two years from the date of striking off of its name by the Registrar of Companies - Therefore, it would be just and equitable to provide an opportunity to the company to rectify its defaults and continue the business.
The prayer sought by the Petitioner company deserves to be allowed - Respondent is directed to restore the name of the Petitioner company to the Register of Companies subject to payment of a sum of ₹ 50,000/- - Petition allowed.
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2020 (10) TMI 125
Grant of Leave to continue the suit filed against Gaon Wonderland Properties Pvt. Ltd. - section 279 of Companies Act, 2013 - HELD THAT:- Appellant says that he has filed a Suit against the M/s Gaon Wonderland properties Private Limited and its Director before the Court of Civil Judge, Senior Division at Panji in Special Civil Suit No.44 of 2008 for specific purpose of contract dated 28.11.2006. However, no contract dated 28.11.2006 was placed before this Bench. Instead, what was placed before this Bench is an unregistered Agreement dated 28.11.2011 (though notarized) where the Company has agreed to compensate the Petitioner towards his services. Therefore, this Bench is not on a firm footing to decide as to how a Civil Suit was filed in 2008 though the unregistered Agreement which is signed between the parties is dated 28.11.2011.
The interpretation of the Bench is that in the Company Petition No. 24/2012 an Order was passed by the Hon'ble High Court of Bombay, Bench at Goa appointing a Liquidator and initiating the process of Liquidation. This Bench understands that the process of Liquidation, interalia, involves the Official Liquidator making public announcement, submitting report on the fixed assets and liability and carrying out the liquidation process. The job of the Official Liquidator essentially relates to squaring up the Assets and Liability side and completely liquidating the assets of the Company and, thereafter filing a report before the Hon'ble High Court of Mumbai, Goa Bench for dissolving the Company - this Bench is of the view that the final outcome of CP No.24/2012 is by way of dissolution of the Company and, therefore, the appointment of the OL vide its Order dated 19.06.2018 is just an intermediate stage and the final outcome in CP 24/2012 is still pending.
The Petitioner’s is directed to take appropriate steps to file leave application before the Hon’ble High Court, Bombay bench at Goa. This Bench is of the view that NCLT has no jurisdiction to grant leave in the matter which is pending before the Hon’ble High Court, Bombay Bench at Goa - Matter disposed off.
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2020 (10) TMI 124
Restoration of the name of the company to the Register of Companies maintained by the Registrar of Companies - failure on the part of the company to file the statutory documents for Financial Year since incorporation, and also for not carrying on the business - section 252(3) of the Companies Act, 2013 - HELD THAT:- The Petitioner Company holds tangible assets in the form of land admeasuring an extent of 3610 sq ft in Mira Road, Thane, which was acquired at a value of ₹ 3,87,320/- on 31.08.2007. The Company has placed on record a copy of the 7/12 register extract in support of its contention, at Annexure-3 to the Petition - Possession of an asset such as land will fall within the meaning of the expression “just” used in section 252(3) of the Companies Act, 2013. The land in question is located in Mira Road, within the Mumbai Metropolitan Region. The property of the Petitioner Company would be rendered bona vacantia in case the present application is not allowed, and this is not a very desirable result from the point of view of the Petitioner Company.
Thus, the name of the Petitioner Company should be restored to the register and that it should be given a chance to redeem itself by filing all the pending statutory returns with the RoC - The Respondent Registrar of Companies, Maharashtra, Mumbai, is directed to restore the name of the Petitioner Company - petition allowed.
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2020 (10) TMI 123
Prayer to NCLT to decided the matter at an earliest - Appellant claims that there is an urgency that the matter should be taken up to inter-alia consider if the Respondent No. 1 & 2 who have procured the Impugned Order performed their obligations or not - HELD THAT:- It appears to us that there is urgency in the matter and in order to protect the interest of the Company it would be appropriate that the Learned NCLT urgently deals with the M.A. 21/KB/2020. The Parties had fairly entered into a settlement and timely action by the Learned NCLT can help save the settlement.
Appeal disposed off with a direction to the Learned NCLT Kolkata Bench (Kolkata) to urgently decide Misc. App. No. 21/KB/2020 in CP No. 49/2016 preferably within a month.
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2020 (10) TMI 122
Restoration of name of the Company in the Register of Companies, maintained by the Registrar of Companies - Section 252(3) of the Companies Act, 2013 - HELD THAT:- The ROC submitted that the action of striking off of the name of the Company was triggered due to negligence and lack of due diligence on the part of the directors of the Company for not discharging their statutory duties in filing the statutory returns within the due date stipulated under the Companies Act and also for not responding to the several periodical notices within the notice periods. Therefore, the action of strike off of the name of company is fully substantiated within the authority under the provisions of Section 248 of the Act and deserves the protection of this Tribunal.
The Company is directed to file all the statutory document(s) along with prescribed fees/additional fee/fine as decided by Registrar of Companies within 30 days from the date on which its name is restored on the Register of Companies by the Registrar of Companies. The appellant is directed to submit a declaration from the Directors regarding the deposits made during the demonetization period with the Registrar of Companies - Application disposed off.
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2020 (10) TMI 121
Restoration of company website in such a manner that client enquiries are directed to the petitioner company - direction to handover control and access of the web site to the petitioner company - direction to abstain from obstructing smooth operations of the petitioner Company in any manner - HELD THAT:- It is seen that the applicants 2, 3 and 4 are not parties to TCP/ 116 /KOB/2019 in which the present IA is filed. Hence on that count itself, the I.A is not maintainable. Moreover, the contentions of the respondent in paragraph 4 of the counter is that the IA is not maintainable for the reason that the petitioner in TCP/116/KOB/2019 is not made party to the present I.A. The Respondent, however, stated in paragraph 9 of the counter that he is very much willing to provide the access of the website to the Company. But, as the Respondent herein was the Managing Director of the company, he had developed the website in order to publicize the Company and promote its business and the applicants herein have provided no assistance to the respondent and he had developed the website of the Company out of his own costs and effort, for which he was not even been paid till date.
The respondent is directed to handover the control and access of the website to the applicants’ company, provided the applicants pay the remuneration and costs the respondent had incurred in web designing, developing, twice re-designing and rebuilding it from scratch at the insistence of the other directors/shareholders, and maintaining it for four years from 2013 to 2017.
Application disposed off.
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2020 (10) TMI 120
Sanction of Scheme for Merger by Absorption - section 230-232 of the Companies Act, 2013 - HELD THAT:- The applicant company to serve various notices - The Applicant Companies shall host the notices along with a copy of the Scheme on their respective websites, if any.
The Applicant Companies shall file a compliance report with the Registry in regard to the directions given in this Order in lieu of the customary affidavit of service, due to the lockdown situation prevailing now.
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2020 (10) TMI 119
Approval of the scheme of arrangement - Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT:- 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. The objection which was raised by Regional Director whereby, the resulting Company is required to increase its Authorized Share Capital to enable it to issue shares in terms of the Scheme of Arrangement. Learned Counsel of the Petitioner Companies confirmed that the Resulting Company has already increased its Authorized Share Capital by paying the requisite fee to the ROC. The Petitioners have also filed Affidavits confirming the same on 4th June, 2019. Hence, there appears no impediment to grant sanction to the Scheme. However, the Companies shall remain bound by the undertaking filed by either of them. Consequently, sanction is hereby granted under Sections 230-232 of the Companies Act, 2013. The Petitioners shall however remain bound to comply with the statutory requirements in accordance with law.
Scheme is approved - petition allowed.
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2020 (10) TMI 118
Oppression and mismanagement - illegal transfer of shares - purported breach of trust on the part of Respondents 2 to 8, who are the shareholders of the 1st Respondent Company, pertaining to transfer of 108075 shares to Petitioner No. 1 and 92634 to petitioner No. 2 from their respective shareholdings as the Petitioners have repaid the loan on behalf of the Respondent Nos. 2 to 8, consideration being transfer of the above shares to the petitioners.
HELD THAT:- The Respondents cannot benefit from their own wrong, and having taken the share certificates and duly filled forms, cannot now outrageously claim that the share transfer forms were not lodged with the Company by the Petitioners. As, share transfer was ratified during the Conciliatory Meeting, later the Settlement Agreement was taken on record and specifically mentioned in the minutes of the Board meeting, the Company can no longer contend that the issue pertaining to rectification of share register had not crossed the first stage of lodging of share transfer requests. The other contention that it was a private inter-party dispute or was merely amounts to an agreement to sell, is also too far-fetched and totally untenable. - Even in the absence of any proof, the petitioner cannot be shut out under Section 244 of the Companies Act, 2013 on mere statements of the respondents without any shred of evidence being produced to deny an opportunity to the petitioners to prosecute the company petition. In the light of the recorded facts and circumstances of this case, we, are of the view that this Tribunal is exercising its ample powers to waive the requisite shareholding percentage in order to maintain this petition even without filing a waiver application.
The petitioners are considered as beneficial owners and has every right to protect their beneficial interest in such shares even before their name is entered in the share register. We have further gone through the list of citations submitted by the Respondents during the course of the hearing dated 10.03.2020. However, we consider none of the case sought to be relied on by the respondents are relevant in the present case. Therefore, we are of the view that the defences sought to be taken by the Respondents herein are untenable.
This Bench is of the view that this is a fit case for considering the allegations of oppression and mismanagement as alleged by the Petitioners - Petition allowed.
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2020 (10) TMI 117
Restoration of name of Respondent in the Register of Companies maintained by the office of ROC - Section 252(3) of the Companies Act, 2013 - maintainability of application - HELD THAT:- On further perusal of the record, it is found that the appeal is filed under section 252(3) of the Companies Act, 2013. While, going through the section 252(3) of the Companies Act, it is found that the instant provision is made when the company is struck of voluntarily on the behest of the Promoter(s)/Director(s), whereas, section 252(1) of the Companies Act, provides that, when the company is struck of by the Registrar of Companies on the failure in filing of statutory returns by the Company - the instant application would not lie under section 252(3) of the Companies Act, 2013; rather, it would lie under section 252(1) of the Companies Act,. 2013.
The name of the Company was struck off for continuous non-filing of Statutory Returns. Hence, considering the public interest, and to protect the legitimate interest of revenue, the name of the Respondent Company requires to be restored in the Register of Companies maintained by the ROC, Ahmedabad so as to enable the Appellant (Income Tax Department) to proceed further as per rules and in accordance with law - it would be just and equitable to restore the name of the Company M/s. Airticket Online (India) Pvt. Ltd. in the register maintained by ROC, Ahmedabad, Gujarat as the same is not barred by any law - petition allowed.
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2020 (10) TMI 116
Oppression and Mismanagement - illegal transfer of shares - grievance of the Appellant is that the Respondent have fictitiously used the transfer agreement dated 08.04.2010 to claim 50% stake in the company - HELD THAT:- 2nd Appellant is resorting to various acts of Oppression and Mismanagement in the affairs of the company so as to prejudice the interest of the Respondent and his group. The agreement dated 08.04.2010 is declared to be legal and the same is binding on all the parties concerned. The contentions raised by the second Appellant against the said agreement of transfer of shares are liable to be rejected. As mentioned supra both the parties got shares of Mr. Nayar, as per the said agreement. Both the parties got 50% share holding of the company as given in the said agreement. The subsequent transactions alleged to have been made by the Appellant, as explained, are declared to be illegal and liable to be set aside - Moreover, the Respondent is stated to have been removed from the post of director. Appellant has failed to follow the process of law in the removal of the Respondent from the post of director of the Company.
The affairs of the company are being conducted in a manner prejudicial to Respondents herein. The Appellant has raised several frivolous litigations by misusing process of law and has committed several acts of Oppression and Mismanagement. The Appellant has acted contrary to the interim orders passed by the CLB - the judgement of NCLT upheld - petition dismissed.
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