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Companies Law - Case Laws
Showing 21 to 40 of 59 Records
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2020 (2) TMI 1408 - NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH
Reduction in Share Capital - Selective Reduction of shares - HELD THAT:- In view of the fact that all the shareholders have approved the reduction including shareholders whose shares are being cancelled and as per the law as laid down and as stated hereinabove, Petition for reduction of share capital is allowed - Since the requisite statutory procedure has been fulfilled, the company petition is made absolute in terms of the prayer clause of the Petition.
The petitioner company undertakes to file certified copy of the order duly certified by the Assistant Registrar/Deputy Registrar, National Company Law Tribunal, Mumbai Bench with the Registrar of Companies within 30 days of receipt of this order - All concerned regulatory authorities to act on production of certified copy of this order to be issued on demand by the Assistant Registrar/Deputy Registrar, National Company Law Tribunal, Mumbai Bench - The minutes set forth hereto be and is hereby approved.
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2020 (2) TMI 1395 - NATIONAL COMPANY LAW TRIBUNAL , NEW DELHI BENCH
Seeking ad-interim injunction against the Respondents - case of applicant is that 7 acres of land purchased, if sold will cause huge loss to the Company and its shareholders, which could not be compensated in terms of money - HELD THAT:- It is an admitted factual position that 7 acres of land was registered in the name of the first Respondent Company vide Sale Deed No. 3543 dated 12.05.2006, with regard to which a Resolution has been passed by the Board of Directors of first respondent on 13.04.2019 giving authority to Vipul Limited and Karamchand Realtech Private Limited to deal with the land in any manner. The Board resolution is under challenge and the transaction is pertaining to the related party, which prima-facie is in violation of the provisions of Section 188 of the Companies Act, 2013 and in case 7 acres of land is sold by the Respondents during the pendency of Application filed under Section 8 of Arbitration Act, the Applicants/Petitioners will become remediless, which eventually will lead to multiplicity of the litigation.
The Applicants/Petitioners have made a case prima-facie for grant of ad-interim injunction in relation to 7 acres of land, the balance of convenience is in favour of the Applicants/Petitioners and in case ad-interim injunction is not granted, till the outcome of the application filed under Section 8 of the Arbitration Act, by the Respondent, the first Respondent Company and its Shareholders will lose the property. Therefore, issuance of ad-interim injunction is necessary to protect the right of the Applicants/Petitioners, the Company, and its Shareholders, which will not cause prejudice to the respondents in any way.
The Company Petition No. 94 of 2019 has been filed under Section 241 r/w 242 of the Companies Act, 2013, in which, the Respondents have filed an application under Section 8 of the Arbitration Act, for referring the matter to the Arbitrator, which is yet to be decided, However, under Section 242 (4) of the Companies Act, 2013, this Tribunal on application of any party to the proceedings is empowered to make any 'Interim Order' which it thinks fit for regulating the conduct of the Company's affairs upon such terms and conditions which appear to it to be just and equitable.
The Respondents are restrained from dealing with 7 acres of land registered in the name of the first Respondent Company - application allowed.
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2020 (2) TMI 1375 - NATIONAL COMPANY LAW TRIBUNAL, BENGALURU
Transmission of shares - Sections 58 & 241 of the Companies Act, 2013 - HELD THAT:- It is true, that the shares of the Company is under the control of Board of Directors of the Company. However, the Board of Directors of the Company cannot exercise their powers in an arbitrary manner, especially, in the instant case, where the identity and legal authority of Petitioners are admittedly (except raising un-tenable grounds) not in dispute as they are not strangers to the Company. In the instant case, it is not in dispute that late Mr. Mondal was holding 5000 equity shares in R-1 Company and he died intestat.e. The Petitioners are wife and Daughter of Mr. Mondal respectively and they are deemed to be natural heirs of Mr. Mondal. It would be unfair on the part of R-1 Company to put Petitioners forcing them to approach the Tribunal. The Petitioners have produced the requisite documents required for transmission of shares in question. And the Respondents are estopped from raising un-tenable objections, after the petitioners producing requisite documents as asked by them.
It is not the case of the Respondent that any rival is received in respect of impugned transmission of shares. Normally succession certificate is required to be produced when such succession is in dispute and not supported by relevant evidence. In order to avoid any further litigation on the issue, the Petitioner also sought permission from the Tribunal to cause paper notification in English Newspaper "The Hindu" and in Kannada Newspaper "Udayavani".
The contentions of the Respondent that the instant Petition is premature as there is no rejection of claim of the Petitioners is without basis. The Petitioners time and again requesting the Company to effect transmission of shares in question by producing all requisite documents as mentioned supra. The other objections raised by the Respondents, for rejecting the case of Petitioners, are baseless and liable to be rejected and thus hereby rejected.
Petitioners are entitled for transmission of shares of Mr. Mondal for 5000 equity shares of R-1 Company, basing on the documents already submitted - Application allowed.
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2020 (2) TMI 1371 - MADRAS HIGH COURT
Maintainability of petition - availability of alternate remedy of appeal - It is contended that the learned Judge/Member is sitting in the First Bench of the National Company Law Tribunal and, therefore, he is not able to take up the matters which are listed before the Bench II of the National Company Law Tribunal - HELD THAT:- We do not propose to interfere with the orders of the learned Single Judge on the issue of maintainability. However, we hope and trust that the National Company Law Tribunal would entertain the application and pass orders within a period of two weeks from today, so that the matter can be proceeded ahead.
Appeal disposed off.
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2020 (2) TMI 1369 - MADRAS HIGH COURT
Non-Banking Company - non-compliance of the provisions of Section 58A(6) of Companies Act - It is the contention of the petitioner that the 1st petitioner Company is exempted under Section 58A(7) of the Companies Act - HELD THAT:- The 1st petitioner Company is a Public Limited Company registered under the Companies Act 1956. The Company was initially incorporated as M/s.Viswpriya Financial Services and Securities Pvt Ltd on 13.05.1991 and later converted to Public Limited Company on 03.09.1997. The 1st petitioner company was at that time managed by the second petitioner. The second petitioner was himself the Chairman and Managing Director and in default, the person responsible for the affairs of the 1st petitioner company.
The 1st petitioner Company was a non-Banking Financial Company at the time of issuance of impugned advertisement and therefore, it would be liable for punishment under 58A(6)(a)(i) and the other petitioners, who are officers are liable under Section 58A(6)(b) of the Companies Act. The trial Court also after considering the entire materials has framed charges for the offence under Section 58A(6)(a)(i) as against the 1st petitioner Company and under Section 58A(6)(b) for the 2nd petitioner. Now, whether the Registrar of Companies can file the complaint for prosecuting the petitioners and whether the allegation against the petitioners falls under Section 58A(2)(b) and punishable under Section 58A(6), are the matters for trial, after recording the evidence - Though the trial Court after taking into consideration framed the charge, the petitioner has not challenged that order but once again filed a petition invoking Section 482 Cr.P.C. This Court in VISWAPRIYA FINANCE SERVICES & SECURITIES LTD. VERSUS REGISTRAR OF COMPANIES [2001 (6) TMI 784 - HIGH COURT OF MADRAS], on the very same issues had already decided that only the trial Court has to consider all the facts from the materials available and whether the petitioner will come under exemption under Section 58A and 58A(2)b and punishable under Section 58A(6) of the act, has to be decided after recording the evidence.
Once this Court has already decided the issues, cannot reopen its own decision.
Since the matter is pending from 2013, the trial Court is directed to complete the trial and dispose of the case in accordance with law within a period of four months from the date of receipt of copy of this order - Petition dismissed.
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2020 (2) TMI 1339 - NATIONAL COMPANY LAW TRIBUNAL, MUMBAI
Sanction of Scheme of Merger by Absorption - Sections 230 to 232 of the Companies Act, 2013 - HELD THAT:- The Applicant Companies are directed to serve notices along with copy of scheme upon the Central Government through the office of Regional Director, Western region, Mumbai, pursuant to Section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - The Applicant Companies are directed to serve notices along with copy of scheme upon the Registrar of Companies, Mumbai, pursuant to Section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - The Applicant Companies are directed to serve notice upon their respective concerned Income Tax Authority, pursuant to Section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
The Transferor Companies are also directed to serve notice along with copy of the scheme upon Official Liquidator The Hon’ble Tribunal is appointing M/s Gondalia & Mandvilal, Chartered Accountants having their office at Hamam House , Ambalal Doshi Marg, Fort, Mumbai- 400023 with a remuneration of ₹ 45,000/- along with the applicable taxes for the services to assist the Official Liquidator to scrutinize books of accounts of the Amalgamating Company No.1 to Amalgamating Company No.6 for the last five years.
The Applicant Companies to file affidavit of service in not less than 7 days after dispatch of notice, in the Registry with regard to proving dispatch of notices to the Regulatory Authorities as stated in clauses above and do report to this Tribunal that the directions regarding the issue of notices have been duly complied with - Application disposed off.
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2020 (2) TMI 1337 - DELHI HIGH COURT
Permission for withdrawal of petition - Maintainability of petition - availability of equally efficacious alternative remedy available of approaching the National Company Law Tribunal - Sections 241, 242 read with Section 430 of the Companies Act, 2013 - HELD THAT:- The petitioner seeks leave to withdraw the petition with liberty to approach the NCLT in terms of Section 244 of the Companies Act, 2013, while also reserving the right to take such remedies as may be available in law, in case NCLT refuses to grant waiver to the petitioner under subsection 244 of the Companies Act, 2013.
The petition is dismissed as withdrawn with liberty as prayed for.
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2020 (2) TMI 1334 - NATIONAL COMPANY LAW TRIBUNAL, MUMBAI (COURT-1 SPECIAL BENCH)
Sanction of Scheme of Amalgamation - Sections 230 to 232 of the Companies Act, 2013 - HELD THAT:- The Transferor Company is also directed to serve notice upon Official Liquidator, pursuant to section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Tribunal is appointing M/s. Mehta & Singhvi & Associates, Chartered Accountants, 410, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel, Mumbai – 400013, Contact No.22-66096060/69, to assist the Official Liquidator to scrutinize the books of accounts of the said Transferor Company for the last 5 years and submit its representation / report to the Tribunal. The aforesaid Company to pay fees of ₹2,00,000/- for this purpose. If no representation / response is received by the Tribunal from Official Liquidator, Bombay within a period of thirty days from the date of receipt of such notice, it will be presumed that Official Liquidator has no representation / objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
The Applicant Companies are accordingly directed to serve notices along with copy of scheme upon:- (i) concerned Income Tax Authorities within whose jurisdiction the Applicant Company’s assessments are made i.e. for the Transferor Company, Circle 1(3)(2), Mumbai, having PAN No. AABCW3823B, and for the Transferee Company, Circle 14(1)(2), Mumbai, having PAN No. AAACG3995M, (ii) the Central Government through the office of Regional Director, Western Region, Mumbai, (iii) Registrar of Companies, Mumbai (iv) Securities and Exchange Board of India (SEBI) (only in case of the Transferee Company), (v) BSE Limited (only in case of the Transferee Company), (vi) National Stock Exchange of India Limited (NSE) (only in case of the Transferee Company), (vii) Real Estate Regulatory Authority and any other applicable regulatory authority pursuant to Section 230(5) of the Companies Act, 2013 and as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, with a direction that they may submit their representations, if any, within a period of thirty days from the date of receipt of such notice to the Tribunal with copy of such representations shall simultaneously be served upon the Applicant Companies, failing which, it shall be presumed that the authorities have no representations to make on the proposals.
The Applicant Companies to file affidavit of service of the directions given by the Tribunal in the Registry for service of notice to the regulatory authorities as stated above and do report to this Tribunal that the directions regarding the issue of notices have been duly complied with.
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2020 (2) TMI 1333 - NATIONAL COMPANY LAW TRIBUNAL, MUMBAI
Sanction of Scheme of Arrangement - section 230 to 232 of Companies Act - HELD THAT:- The Applicant Companies are directed to serve notices along with copy of scheme upon:- (i) concerned Income Tax Authority within whose jurisdiction the Applicant Companies’ assessments are made i.e. for First Applicant Company, Circle 1(1) Pune, having PAN No:AAACC7231Q and for Second Applicant Company, Circle 1(1) Pune, having PAN No: AABCC7544B; (ii) the Central Government through the office of Regional Director, Western Region, Mumbai; (iii) Registrar of Companies, Pune, with a direction that they may submit their representations, if any, within a period of 30 (Thirty) days from the date of receipt of such notice to the Tribunal and copy of such representations shall simultaneously be served upon the Applicant Companies, failing which, it shall be presumed that the authorities have no representations to make on the proposals.
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2020 (2) TMI 1330 - NATIONAL COMPANY LAW TRIBUNAL, MUMBAI
Sanction of Amalgamation Scheme - Section 230(3) of the Companies Act, 2013 - HELD THAT:- The Applicant Companies to serve the notices along with copy of the Scheme upon: (i) the Central Government through the office of Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai, Maharashtra, (ii) the Registrar of Companies, Mumbai, Maharashtra pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - The Applicant Companies to serve the notices along with copy of the scheme upon concerned Income Tax Authority within whose jurisdiction the respective Applicant Company’s assessments are made, pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
At least 30 clear days before the date fixed for hearing, Applicant Company No.1 & 2 to serve the notice of hearing of Application upon the Official Liquidator, High Court, Bombay pursuant to Section 230(5) of the Companies Act, 2013 - The said Applicant Companies to file affidavit of service in not less than seven (7) days before the date fixed for holding of meetings, in the Registry proving dispatch of notices to the Equity Shareholders, Unsecured Creditors and the Regulatory Authorities as stated in clauses above, publication of notices in newspapers and do report to this Tribunal that the directions regarding the issue of notices have been duly complied with.
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2020 (2) TMI 1327 - NATIONAL COMPANY LAW TRIBUNAL, KOLKATA
Service of Notice - Cancellation of Illegal appointment of directors in the Annual General Meeting - HELD THAT:- There appears factual controversy in between the parties whether notices of AGM dated 24.09.2019 and EoGM dated 04.01.2020 had really been given to the petitioner. To record finding on this aspect, we have to hear main petition allowing the parties to lead evidence to suppon their contention. At this interim stage, we cannot record our findings on this factual controversy. We found that there is a prima facie evidence on record indicating that the notices of both the meetings were given to the petitioner. Hence, we are not inclined to grant interim relief as claimed by the petitioner. We are also of the considered opinion that if we are to allow interim relief as claimed by the petitioner, then it will be nothing but allowing his prayers in the main petition itself. Such procedure is not contemplated, while considering interim application.
The respondent nos. I to 6 are directed to file affidavit-in-reply to main petition within three weeks by giving copies thereof to the petitioner and the petitioner to file rejoinder thereto within two weeks thereafter. Main Petition to appear for further consideration on 08.04.2020.
Application filed by the petitioner for interim relief stands rejected.
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2020 (2) TMI 1325 - TELANGANA HIGH COURT
Initiation of proceedings u/s 206 (1) of the Companies Act, 1956 - HELD THAT:- This Court is of the considered view that this writ petition can be disposed of directing the respondents to proceed with the enquiry initiated against the petitioner under Section 206(1) of the Act by duly taking into consideration the explanation submitted by the petitioner company and conclude the enquiry as expeditiously as possible, preferably, within a period of six months, from the date of receipt of a copy of this order.
Petition disposed off.
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2020 (2) TMI 1209 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL, NEW DELHI
Oppression and Mismanagement - transfer of shares - prosecuting or recommending for prosecution white collar crimes/frauds - investigation under Section 235 to 237 of the Companies Act carried out - HELD THAT:- It is not in dispute that the Hon’ble High Court of Andhra Pradesh vide its order dated 07.07.2011(Page 155 of the appeal) directed the Central Government to investigate into the affairs of the company. The investigation was done and the report stated that right from the incorporation the affairs of the company were not running as enshrined in the provisions of the Companies Act but was running like a fiefdom of the promoter directors. No record is maintained, including the books of accounts, to comply with the regulatory and legal requirements and most the of transactions were being carried out in cash and the Inspectors were helpless in verifying such transactions in absence of any cash book, accounting legers etc. - as per Section 223 Companies Act, 2013 the report submitted by any inspector appointed by the Central Government, shall be admissible in any legal proceeding as evidence in relation to any matter contained in the report.
Admittedly since inception, Respondent No.1 has been the Managing Director of the Company and no return has been filed till 2001. No records were maintained for AGM, Board Meeting, financial statement etc and lot of transactions has been taking place in cash only. Therefore, he cannot escape his responsibility for not running the company as per requirements of law - The annual returns filed by the appellant subsequently after they had been in control has been rejected in the impugned order. The consequence is that there is no annual return/financial statements since inception. This compliance needs to be ensured within three months from the date of this order. Inspite of present orders, ROC will be free to take any steps punitive or otherwise under the Companies Act, 2013 for non-filing of statutory returns/documents against the company and directors.
Appeal dismissed - decided against appellant.
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2020 (2) TMI 1131 - DELHI HIGH COURT
Winding up process - Dissolution of PRJ Enterprisers Ltd (in liquidation) - discharge of Official Liquidator as its Liquidator - It is submitted that the Official Liquidator is not seized of any other moveable/immoveable property of the company (in Liqn) and there are no recoverable assets in the hands of the Official Liquidator and that no fruitful purpose will be served in continuing the present liquidation proceedings. - HELD THAT:- Reliance placed in the decision of Supreme Court in the case of MEGHAL HOMES (P.) LTD. VERSUS SHREE NIWAS GIRNI KK. SAMITI [2007 (8) TMI 447 - SUPREME COURT] where it was held that When the affairs of the Company had been completely wound up or the court finds that the Official Liquidator cannot proceed with the winding up of the Company for want of funds or for any other reason, the court can make an order dissolving the Company from the date of that order. This puts an end to the winding up process.
The liquidation proceedings deserve to be brought to an end - Application allowed.
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2020 (2) TMI 1130 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL, NEW DELHI
Steps for Financial Scheme of Compromise and Arrangement between Applicant, Arun Kumar Jagatramka (Promoter) and the Company (Corporate Debtor) - Whether in a liquidation proceeding under Insolvency and Bankruptcy Code, 2016 the Scheme for Compromise and Arrangement can be made in terms of Sections 230 to 232 of the Companies Act? - If so permissible, whether the Promoter is eligible to file application for Compromise and Arrangement, while he is ineligible under Section 29A of the I&B Code to submit a 'Resolution Plan'?
HELD THAT:- Even during the period of Liquidation, for the purpose of Sections 230 to 232 of the Companies Act, the 'Corporate Debtor' is to be saved from its own management, meaning thereby the Promoters, who are ineligible under section 29A, are not entitled to file application for Compromise and Arrangement in their favour under section 230 to 232 of the Companies Act. Proviso to section 35(f) prohibits the Liquidator to sell the immovable and movable property or actionable claims of the 'Corporate Debtor' in Liquidation to any person who is not eligible to be a Resolution Applicant.
From section 35, it is clear that the Promoter, if ineligible under Section 29A cannot make an application for Compromise and Arrangement for taking back the immovable and movable property or actionable claims of the 'Corporate Debtor'.
The National Company Law Tribunal by impugned order dated 15th May, 2018, though ordered to proceed under sections 230 to 232 of the Companies Act, failed to notice that such application was not maintainable at the instance of 1st Respondent-Arun Kumar Jagatramka (Promoter), who was ineligible under section 29A to be a 'Resolution Applicant' - case remitted to 'Liquidator'/ Adjudicating Authority for taking fresh decision - appeal allowed by way of remand.
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2020 (2) TMI 1081 - SUPREME COURT
Fraud/misconduct/conspiracy - oppression and mismanagement - injunction from disposing movable and immovable properties/assets which belong to them and whose assets were frozen - HELD THAT:- Under Section 241(2), the Central Government, if it is of the opinion that the affairs of the Company are being conducted in a manner prejudicial to public interest, may apply itself to the Tribunal for orders under this Chapter, which is headed “prevention of oppression and mismanagement”. Apart from the vast powers that are given to the Tribunal under Section 242, powers under Section 337 and 339 are also given in aid of this power, which will apply mutatis mutandis - Section 337 refers to penalty for frauds by an officer of the company in which mis-management has taken place. Likewise, Section 339 refers to any business of the company which has been carried on with intent to defraud creditors of that company. Obviously, the persons referred to in Section 339(1) as persons who are other than the parties “to the carrying on of the business in the manner aforesaid” which again refers to the business of the company which is being mismanaged and not to the business of another company or other persons.
This being the case, it is clear that powers under these sections cannot possibly be utilized in order that a person who may be the head of some other organization be roped in, and his or her assets be attached - impugned order set aside - appeal allowed - decided in favor of appellant.
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2020 (2) TMI 1080 - MADRAS HIGH COURT
Oppression and mismanagement - transfer of shares - section 111A of the erstwhile Companies Act, 1956 - HELD THAT:- Though it was argued that the petitioner had become a deemed public limited company, and therefore it was not open to grant of relief under Section 111 of the Companies Act, 1956 and only petition under Section 111A of the Companies Act, 1956 ought to have been filed, it is evident that as per sub clause (14) to Section 111 of the Companies Act, 1956, company means a private company and includes a private company which had become a public company by virtue of Section 43 A of the said Act. Therefore, the company petition filed by the 1st respondent before the Company Law Board was proper - The erstwhile management of the 2nd respondent company who were the shareholders of the 2nd respondent company had decided to offload the entire share in favour of the appellant and his family which was recorded in a Board Meeting dated 20.4.1992 of the 2nd respondent company under the chairmanship of the 3rd respondent herein.
From a reading of the records of the case it is evident that though the erstwhile Board of Directors of the 2nd respondent company had decided to offload the entire share in the 2nd respondent company in favour of the appellant and his family and that the 3rd respondent was authorised to do all that was necessary to implement the decision taken by the Board of Directors on 20.4.1992, the 1st respondent had failed to cooperate in this regard - It is evident when the 3rd respondent approached with the proposal to offload the shares in favour of the appellant and his family to the 1st respondent when the company was still occupying the 1st respondent’s premises and therefore the 1st respondent did not wish to part with the 500 shares at that time. Thus, he has exercised the rights over the shares. He has also indicated that he was willing to transfer the shares to the appellant if the 3rd respondent agreed to pay the consideration agreed between them.
Under Section 27 of the Sale of Goods Act, 1930 where any goods are sold by a person who is not owner of the goods and who sells them without authority or without the consent of the owner, the buyer acquires no better title to the goods than the seller had, unless the owner of the goods by his conduct can precluded from denying the sellers authority to sell - there is no dispute that the 1st respondent was in Board of the 2nd respondent Company which decided to sell the shares to the appellant and his family members pursuant to the decision taken by the erstwhile Board of directors of the 1st respondent company on 20.4.1992.
The private dispute between the 1st and the 3rd respondent regarding the amount to be paid inter se has remained unsettled. Since the 3rd respondent failed to pay the amount, the 1strespondent has refused to part with 500 shares. Therefore, the transfer of shares to the appellant with the help of duplicate shares cannot be sustained. The 3rd respondent could not transfer 500 shares of the 1st respondent to Shri Girish Chimanlal Parikh. Therefore, the 1st respondent was justified in filing the said company petition before the Company Law Board by the 1st Respondent - there are no reasons to interfere with the impugned order of the Company Law Board. Further, the issue of duplicate shares also accompanied a letter of indemnity from the 3rd respondent to indemnify the 2nd respondent company on account of any adverse orders/consequences arising out of issue of duplicate shares. Therefore, it is for the appellant and the 2nd respondent to work out their remedy against the 3rd respondent.
Appeal dismissed.
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2020 (2) TMI 1079 - DELHI HIGH COURT
Auction - Recall of the confirmation of sale of the property - reopening of the sale - rights of the Appellant arising out of the acceptance of its bid for the purchase of the property - HELD THAT:- The Company Court was not justified in passing the impugned order dated 25.07.2019, whereby the bid of ₹ 23 crores of prospective buyer (Respondent No.3) was accepted, thereby setting aside the earlier order dated 06.09.2018, accepting the bid of the Appellant. The Company Court failed to take into consideration that vide the aforesaid order dated 06.09.2018, the OL was directed to hand over the possession of the property once the entire bid amount was paid by the Appellant. On the date of passing of the impugned order dated 25.07.2019, the entire amount stood deposited and the transaction stood concluded. No doubt, the bid of Respondent No.3 would result in realizing an amount of ₹ 1.16 crores (approx.) more for the property in question and that would enure to the benefit of the creditors of the company. At the same time, one cannot lose sight of the fact that the appellant would be entitled to refund of the amount deposited with interest accrued thereon. Thus, the OL would lose the interest on the amount deposited by the Appellant upto 09.04.2019. Moreover, financial gain that may result, cannot be the sole criteria for deviating from the sale process.
There are nothing improper in the conduct of the Appellant. Much has been said about the fact that after having been unsuccessful in the first round, the Appellant had by its conduct waived its objection to the re-bidding of the property. There are no waiver on the part of the Appellant. In the appeal proceedings, the Court found the action to be premature in as much, as, it was observed that the order impugned in the first appeal had only called upon Respondent No.3 to make a bid and therefore the matter had not attained finality.
Appeal allowed - decided in favor of appellant.
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2020 (2) TMI 1003 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL, NEW DELHI
Liquidation of Corporate Debtor - Resolution Professional failed to complete the CIRP process within the time - HELD THAT:- The Adjudicating Authority has no jurisdiction to decide any allegations either against the 'Resolution Professional' or the Liquidator. Though if any act of the 'Resolution Professional' or the Liquidator, against the provisions of the 'I&B Code', is noticed then the matter is to be referred to the Insolvency and Bankruptcy Board of India.
This apart, in absence of any evidence to find that there was an undervaluation and there was a certain loss caused to the value of assets of the 'Corporate Debtor' by not protecting or not handing over the Germ Plasm/parent seeds, the auction purchaser has been rightly directed to pay the difference amount of ₹ 31 lakhs to the Liquidation Account of the 'Corporate Debtor' which he had agreed - The 6th Respondent- Mr. Kiran Gubba, has been rightly directed to make good the loss caused to the 'Corporate Debtor' by dumping Germ Plasm/Parent seed by paying the value of the same.
Application dismissed.
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2020 (2) TMI 918 - DELHI HIGH COURT
Beneficial interest in the shares held by JFL/Defendant No.3 - subscription of shares on discharge of the obligations arising under agreement - grant of Permanent Injunction restraining Defendant No.2 either himself or through Defendant No.3 from in any manner interfering with the peaceful possession of the Plaintiff in the property - Mandatory Injunction directing Defendant No.3 to submit its declaration under Section 89 of the Companies Act 2013.
HELD THAT:- Section 89 of the 2013 Act, which was not in force on 7th August, 2013 when beneficial interest in favour of plaintiff is claimed to be created in the shares of ATPL held by JFL, is pari materia to Section 187C of the 1956 Act save for a change of language in Section 89(8) from the wording of Section 187C(6). While Section 187C(6) provided consequences of non declaration “under the forgoing provisions” and which I have hereinabove interpreted as including declaration by the company under Section 187C(4), Section 89(8) provides consequences of non-declaration by the beneficial owner only. I have considered, whether on default by company, in this case ATPL, to file return under Section 89(6) and on the plea of the plaintiff of having made a declaration, the plaintiff is entitled to maintain the suit, but am unable to hold so.
The records required to be maintained by a company qua beneficial interest in shares, are public records, open to inspection by all and the conduct of the plaintiff, of inspite of such declaration being not made, keeping quite till now, speaks volumes of natural course of human conduct. The plaintiff had option under Section 59 of the 2013 Act to apply for rectification of register of members, but failed to exercise the said option. The claim of beneficial ownership of shares of ATPL, even otherwise stands on the edifice of beneficial ownership of HRLIPL and which is unsustainable under Section 187C(6).
The right of the plaintiff even if any, as beneficial owner of shares in the name of Samta Khinda in HRLIPL or shares in the name of JFL in ATPL could be only to exercise rights as a shareholder and not otherwise. It is not the plea of the plaintiff that the plaintiff as shareholder exercised any such rights or even made any attempt to exercise such rights. On the contrary this suit is only to retain possession of immovable property of ATPL. The plaintiff, even as beneficial owner of shares of ATPL in name of JFL, is not entitled to hold possession of immovable property of ATPL, unless permitted by resolution of Board of Director of ATPL. Though the plaintiff pleads such resolution but has not filed the same. In any case, this suit is not for declaration of existence of any such resolution of the Board of Directors of ATPL.
I have already hereinabove while describing the documents dated 28th September, 2011 and 7th August, 2013, expressed doubts as to the authenticity thereof. The non-compliance of the statutory provisions which bar the plaintiff from claiming any rights as claimed in the present suit, only confirm the said doubts.
I am therefore unable to find the plaintiff, on the pleaded case, to have a cause of action for the reliefs claimed and rather find the suit as aforesaid to be barred by law - Suit dismissed.
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