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Companies Law - Case Laws
Showing 21 to 40 of 60 Records
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2021 (7) TMI 1015 - NATIONAL COMPANY LAW TRIBUNAL , KOLKATA BENCH
Sanction of the Composite Scheme of Arrangement - Section 230(6) read with Section 232(3) of the Companies Act, 2013 - HELD THAT:- Various directions regarding holding and convening of various meetings issued - directions regarding issuance of various notices also issued.
The Petitioner(s) shall supply legible print out of the scheme and schedule of assets in acceptable form to the registry and the registry will append such printout, upon verification to the certified copy of the order - petition disposed off.
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2021 (7) TMI 1013 - NATIONAL COMPANY LAW TRIBUNAL , KOLKATA BENCH
Approval of Scheme of Amalgamation - Section 230(1) read with Section 232(1) of the Companies Act, 2013 - directions sought for dispensing with the meeting of equity shareholders of the Applicant Companies, Secured Creditors of Applicant No. 1 and Unsecured Creditors of Applicant No. 1 to Applicant No. 4 and Applicant No. 6 who have already given their consent to the Scheme - HELD THAT:- Various directions regarding dispensation of meetings issued - directions regarding issuance of various notices also issued.
The application disposed off.
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2021 (7) TMI 1008 - NATIONAL COMPANY LAW TRIBUNAL , HYDERABAD BENCH
Seeking 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 Company is doing its business as a going concern basis - Applicant further stated that the Company would file necessary Financial Statements and Annual Returns soon after restoration of the name of the Company with the Registrar of Companies, Hyderabad and prayed the Tribunal to revive this Company.
After hearing the Learned Counsel for Applicant and after perusal of material documents on record, the report of the RoC, Hyderabad and after going through the provisions of Section 252(3) of the Companies Act, 2013, this Tribunal is of the view that the Company was in existence and it is a going concern and name of the Company to be restored in the Register of Companies as maintained by RoC.
The Registrar of Companies, the Respondent herein, is ordered to restore the original status of the 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.
The name is restored - application allowed.
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2021 (7) TMI 935 - NATIONAL COMPANY LAW TRIBUNAL , KOLKATA BENCH
Sanction of the Scheme of Amalgamation and Arrangement - Section 232(3) of the Companies Act, 2013 - HELD THAT:- It is ordered that even after the sanction of the scheme, the Admobile Private Limited will be liable for all liabilities as per the letter of Income Tax Department relating to Admobile Private Limited, as it is a demerged company and it is not getting dissolved.
The scheme is approved with various orders issued - the scheme is approved - application allowed.
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2021 (7) TMI 934 - NATIONAL COMPANY LAW TRIBUNAL , KOLKATA BENCH
Sanction of the Scheme of Amalgamation - Section 230 to 232 of the Companies Act, 2013 - HELD THAT:- The scheme is approved alongwith various directions with regard to sanction of scheme also issued.
Application allowed.
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2021 (7) TMI 932 - NATIONAL COMPANY LAW TRIBUNAL , KOLKATA BENCH
Approval of Scheme of Amalgamation - Section 230(1) read with Section 232(1) of the Companies Act, 2013 - HELD THAT:- Various directions regarding holding and convening of various meetings issued - directions regarding issuance of various notices also issued.
The scheme is approved - application allowed.
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2021 (7) TMI 878 - NATIONAL COMPANY LAW TRIBUNAL , HYDERABAD BENCH
Prayer to be transposed as the Respondent in Company Petition - HELD THAT:- This Application is not filed with any bona-fide purpose. It is filed almost 2 years from the date on which the Petitioner No. 3 decided to withdraw himself as one of the Petitioners. In this case, the remaining Petitioners completed their arguments in main petition and when we called upon Respondent No. 2 to make his submissions, this application came to be filed by Petitioner No. 3. It appears to us that. Petitioner No. 3 has filed this Application only to delay the hearing of the main petition.
It is seen from the record that Petitioner No. 3 has consented to join as the petitioner. He had signed vakalatnama of Mr. S. Subha Reddy. Later on, he withdrew the same. It is alright if he does not wish to continue as the Petitioner but he cannot be added as Respondent that too against the wishes of remaining Petitioners and when they did not make any allegations against him, they did not claim any relief against him.
Application rejected with cost of ₹ 1,00,000/- to be paid to the remaining Petitioners.
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2021 (7) TMI 875 - NATIONAL COMPANY LAW TRIBUNAL , CUTTACK BENCH
Restoration of name of Company in the Register of Companies - Section 252(3) of the Companies Act, 2013 - HELD THAT:- Section 252(3) of the Companies Act, 2013 confers on this Tribunal powers to Order to restore the name of the Company in the Register maintained, provided such application is filed by (i) the Company or (ii) by any Member or (iii) any creditor or (iv) any workmen of the Company within 20-years from the date of publication of the notices under Section 248(5) in Official Gazette about striking off name of such Company provided further that it is seen from the material on record that at the time its name being struck off, the Company was doing its business or carrying its operations.
The Company had not generated any revenue from its operations during the financial years 2010-11 to 2013-14 and 2016-17 to 2017-18, and in all these years it had incurred losses. However, the Financial Statements indicate that immediately before the Company was Struck Off it had generated revenues from operations during the financial year ended on March 31, 2015 and March 31, 2016. During the said two years it has also recorded profits - appellant has filed along with the application a copy of Income Tax return Acknowledgement for the Assessment Year 2019-20, which indicate Gross Total Income of ₹ 1,74,740/- and amount of ₹ 51,354/- paid as tax - also, Appellant has produced a copy of bank statement for the period 01.04.2019 to 31.03.2019 which indicate that the Company is maintaining Bank Account No. 510101005003376 with Corporation Bank.
Thus, the Company is a going concern and was in operation when its name was struck off - The Registrar of Companies, the respondent herein, is ordered to restore the original status of the Appellant Company - application allowed.
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2021 (7) TMI 873 - NATIONAL COMPANY LAW TRIBUNAL , BENGALURU BENCH
Scheme of Arrangement - seeking to dispense with the meetings of the Equity Shareholders and Unsecured Creditors of all the Applicant Companies and Secured Creditors of Transferee Company - Sections 230 to 232 Read with Section 66 of the Companies Act, 2013 and Rule 3(2) of the Companies (CAA) Rules, 2016 - HELD THAT:- The Companies have followed extant provisions of Companies Act in framing the Scheme in question, which are duly approved by the Board of Directors of the Companies involved. The Statutory Auditors/Chartered Accountants of the Companies have also issued respective Certificates by inter-alia certifying the details of shareholders, creditors, and compliance of accounting treatment as prescribed U/s 133 of the Companies Act, 2013 with reference to the Scheme in question. The Applicant Companies have disclosed all the material facts relating to the Scheme in question and filed necessary documents along with the Application.
Various directions regarding holding and convening of various meetings issued - application allowed.
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2021 (7) TMI 872 - NATIONAL COMPANY LAW TRIBUNAL , HYDERABAD BENCH
Liquidation of the Company/Corporate Debtor - no viable resolution plan was provided to CoC - Section 33(1)(a) of the Insolvency and Bankruptcy Code, 2016 - HELD THAT:- Despite all possible steps as required under the Code taken during the CIRP, the CoC did not receive any viable resolution plan/proposal for revival of the Company. The CoC in its wisdom has resolved with 100% voting share in favour of the liquidation of the Company. This Authority has no reason before it to take a contrary view in terms of Section 33(1)(a) of the Code. Therefore, it has no option than to pass an order for liquidation of the Company in the manner laid down in Chapter III of the Code.
The Corporate Debtor i.e. M/s. ISR Infra Private Limited shall be liquidated in the manner as laid down in Chapter-III of the Code - Application allowed.
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2021 (7) TMI 861 - GUJARAT HIGH COURT
Auction and sale of immovable/scheduled property - Rejection of bid of applicant - seeking stay on the process of issuance of fresh public notice for auction of the scheduled properties - direction to respondent to file an appropriate report before this Hon'ble Court for the confirmation of sale of the scheduled properties in favour of the applicant herein - HELD THAT:- The bid of the applicant was not accepted and the stage of negotiating with him did not arise to validly make the complaint that approval of the Court was necessary, could not be brushed aside lightly. Even if the said aspect is left aside, the scenario offered was that there was only one bid from the applicant. The comparative price was not available except quoted by the applicant. Respondent No.1 appears to have been guided by the said factum and only one offer having been received in the auction, it decided not to accept it and opt for fresh auction by publishing new advertisement.
The paramount principle is always that the properties should fetch maximum price in the larger interests of revenue and in the cases like on hand, in public interest. It may be noted that the applicant, when was communicated about the decision of not acceptance of his bid, was conveyed that it will be open for him to participate in the fresh auction.
As per the new advertisement which is produced and also screen shared, fresh auction has to be conducted in terms of the order dated 14th June, 2018 of the Company Court in Company Application No.314 of 2015, aforesaid. Under various terms and conditions of the auction and as per the schedule of auction, the inspection of property was undertaken on 23rd June, 2021 from 11:00 a.m. to 4:00 p.m. The last date for receiving the bids and uploading of the documents including proof of payment is 06th July, 2021. The e-auction date is fixed to be 07th July, 2021 between 1:00 p.m. to 5:00 p.m. with auto extension clause of five minutes.
The current auction shall be held, conducted and concluded strictly in accordance with the order dated 14th June, 2018 passed in Company Application No.314 of 2015 and the conditions mentioned therein shall govern to the present auction as well - The auction shall be conducted in association with the Official Liquidator in its all stages and steps - application disposed off.
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2021 (7) TMI 855 - NATIONAL COMPANY LAW TRIBUNAL , MUMBAI BENCH
Maintainability of application - initiation of CIRP - Corporate Debtor failed to make repayment of its dues - Financial creditors - existence of debt and dispute or not - breach of payment terms by the corporate Debtor under the Settlement Agreement - HELD THAT:- It is an undisputed fact that the parties had executed the Settlement Agreement and the Corporate Debtor was obligated to strict adherence of terms and conditions of payment which he obliterated and committed default of payment terms. Post admission of CIRP against the Corporate Debtor on 14.02.2019, the parties executed the Settlement Agreement dated 28.02.2019 and the Corporate Debtor filed the same before the Hon’ble NCLAT.
The Corporate Debtor has committed default of payment terms and cheques for the month of April and May were dishonored. The corporate Debtor vide letter dated 22 May, 2019 promised to pay an amount of ₹ 50,00,000/ and requested not to take any legal action. All the terms of payment were again defaulted and the cheque in June were also dishonored. Hence the petitioner exercised his rights under the Settlement Agreement and has filed the present petition - There is a debt and default of payment terms of settlement Agreement dated 28.02.2019 and all ingredients of Sec7 of I & B code are thus satisfied and petition is thus admitted.
The matter was listed on 9.08.2019, when the corporate debtor failed to appear and notice was issued, thereafter on 26.08.2019, the corporate debtor appeared and handed over a cheque of ₹ 1 Crore to the petitioner prove his bonafides and explore the possibilities of settlement. On 17.09.2019, the Learned Senior Counsel for the Corporate Debtor sought three weeks time to make a clear proposal and handed over a demand draft of ₹ 1 crore in lieu of the bounced cheque - The Corporate Debtor failed to file any reply. On 05.05.2021, the matter was posted for pronouncement of orders, however, in view of orders passed in application seeking extension of time for the undertaking of payment of monies, the pronouncement of orders was deferred till 05.07.2021. On 05.07.2021, the matter was adjourned to 08.07.2021, the counsels from both sides were present and it was informed that the amounts were not paid. There is a clear default of non- payment of monies by Corporate Debtor and hence the petition is admitted.
Petition admitted - moratorium declared.
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2021 (7) TMI 817 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL, PRINCIPAL BENCH , NEW DELHI
Condonation of delay in filing petition for third time - Extension of period of limitation - the scheme of amalgamation was approved way back but was not implemented yet - Hon’ble Supreme Court extended the period of Limitation, whether condonable or not, with effect from 15.03.2020 which is continuing till the date of filing of the Appeal - first Appellant was infected with Covid and was admitted in the hospital from 01.09.2020 to 20.09.2020 - HELD THAT:- In the instant case, the Appellants are silent about the receipt of free copy. Be that as it may, they chose to apply for a certified copy only on 08.08.2020 and received it on 12.08.2020 and filed this Appeal on 06.11.2020 after 86 days. The ground that the MD was not available for 20 days as he was infected with Covid, though we consider genuine, does not prevent a Company comprising other Directors to prefer an Appeal. It is submitted that the Order dated 19.01.2020 was uploaded on 22.01.2020. 45 days from that date also expires on 06.03.2020, prior to the lockdown period - 45 days as contemplated under Section 421(3) of the Companies Act, 2013, is to be counted from 10.01.2020 and the period ends on 24.02.2020 and it is seen from the record that the Appellant herein filed this Appeal only on 06.11.2020.
By virtue of the proviso to Section 421(3), this Tribunal is empowered to condone the delay up to a period of 45 days - the Limitation has expired prior to 15.03.2020 and therefore the question of applicability of the Orders relied upon by the Learned Counsel for the Appellants do not apply to the facts of this case.
The Scheme of the Amalgamation was discussed and approved on 02.01.2018, had taken effect on 31.03.2018 and the said Scheme was approved by NCLT way back vide Impugned Order dated 05.11.2019 and that this Appeal was filed on 06.11.2020 - a perusal of the Minutes of the Meetings of the Board Meetings filed before us do not evidences any objections raised by the Appellants at that point of time i.e. when the Scheme of Amalgamation was approved - the period of Limitation prescribed under Section 421(3) of the Act has lapsed on 24.02.2020 much prior to the lockdown period/pandemic situation and hence having regard to the facts and circumstances of the attendant case, it is not a fit case, in the interest of Justice to exercise any discretion empowered under proviso of Section 421(3) and condone the delay in the absence of any ‘sufficient cause’ and ‘substantial reasons’.
Appeal dismissed.
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2021 (7) TMI 785 - CALCUTTA HIGH COURT
Liquidation order - purchase of Lot No.4 being a property, which had no interested buyers - inspite of issuance of various advertisements, with regard to sale of property, no interested buyers came forward to purchase the property - HELD THAT:- This Court is satisfied that there is no factual impediment in allowing the prayers of the applicants for purchasing Lot No. 4 of the land in question. ₹ 50 Lakh has admittedly been deposited by the applicants with the Official Liquidator as 20% of the total consideration money in terms of the offer letter. It is also admitted that there is no other buyer for the said plot of land as would be evident by the order dated 14th June, 2019. No other offers have since been received by the Official Liquidator.
There is admittedly no such transfer application which is pending before this Court. There is also no proceeding pending in relation to the company (in liquidation) before the NCLT. No person or entity has come forward for reviving the Company (in liquidation). This Court is of the view that these factors sufficiently differentiate the present matter from the case of ACTION ISPAT AND POWER PVT. LTD. VERSUS SHYAM METALICS AND ENERGY LTD. [2020 (12) TMI 535 - SUPREME COURT] where it was decided specifically in relation to an application for transfer of the winding up proceedings to the NCLT.
It is also evident from the submissions made on behalf of the Official Liquidator that sufficient expenses have been incurred for publishing the four advertisements of the sale notices in newspapers and for valuation of the property. This would amount to circumstances which cannot be reversed if this Court were to abstain from proceeding with the matter - application disposed off.
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2021 (7) TMI 708 - NATIONAL COMPANY LAW TRIBUNAL , AHMEDABAD BENCH
Approval of scheme of Amalgamation - seeking dispensation of meeting of Equity Shareholders, secured creditors and unsecured creditors of all the applicant companies - seeking direction for holding and convening the meetings of unsecured creditors of applicant companies - HELD THAT:- The meetings of the Shareholders of all the applicant companies as well as meetings of Secured Creditors of Applicant Company No. 2 and Applicant Company No. 4 and the meeting of Unsecured Creditors of Applicant Company No. 3 are hereby dispensed with.
Since there are no Secured Creditors and Unsecured Creditors in Applicant Company No. 1 and no Secured Creditor in Applicant Company 3, question for convening of meetings of Secured Creditors and Unsecured Creditors in Applicant Company 1 and meeting of Secured Creditor in Applicant Company 3 does not arise at all.
The present application complies all the requisite criteria of section 230-232 of the companies Act, 2013 - the present application is allowed.
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2021 (7) TMI 707 - NATIONAL COMPANY LAW TRIBUNAL , MUMBAI BENCH
Approval of scheme of arrangement - Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 - HELD THAT:- The Regional Director has filed a Supplementary Report dated 16th December, 2020 with this Tribunal, accepting the response of the Petitioner Companies as satisfactory. The Transferee Company shall ensure compliance of Section 186(7) of the Companies Act 2013. The Petitioner Companies also undertake to comply with all the statutory requirements if any, as required under the Companies Act, 2013 and the Rules made thereunder, whichever is applicable. Accordingly, the clarifications and undertakings given by the Petitioner Companies are hereby accepted.
The Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. Since all the requisite statutory compliances have been fulfilled, the Scheme of Arrangement is hereby sanctioned and declared the same to be binding on the Transferor sompanies and Transferee Company and their respective shareholders.
Application allowed.
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2021 (7) TMI 704 - NATIONAL COMPANY LAW TRIBUNAL , GUWAHATI BENCH
Winding of respondent company - Section 271 (c), (d) and 272(3) of the Companies Act, 2013 - HELD THAT:- The affairs of the company have been conducted in a fraudulent manner, the persons concerned in the formation or management of its affairs have been found guilty of fraud, misfeasance or misconduct in connection therewith and that the company has made a default in filing with the Registrar its financial statements or annual returns for immediately preceding five consecutive financial years Hence it is found proper that the Company be wound up in the interest of justice and as prayed for by the Petitioner.
The order is hereby passed for winding up of the Company, Bhasank Foods Pvt. Ltd., under the provisions of Section 271 (c) and (d) of the Companies Act, 2013 - Petition disposed off.
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2021 (7) TMI 621 - NATIONAL COMPANY LAW TRIBUNAL , INDORE BENCH
Oppression and mismanagement - stay on subscription of rights issue - Whether right issue could be cancelled on the ground of breach of fiduciary duty and relationship between directors? - balance of convenience - HELD THAT:- It is a settled law from judicial precedents that while considering interim relief, the Tribunal has to look into the aspect of balance of convenience between the parties. The interim relief is discretionary and the Court is also required to consider whether Petitioner/Applicant has established "prima facie" case and it is not frivolous or vexatious - The Company is a private limited company and is in practice of obtaining loans from friends, social circles and relatives. The genuineness of loans is not disputed by any party. Under Section 241 and 242 being an Equity Jurisdiction, the interests of the Company are paramount and to be given prime consideration.
Balance of convenience - HELD THAT:- The Respondent No. 1 Company is raising and would require that their loans to be paid immediately. The Petitioner has defaulted in payment of loan taken in personal capacity and Petitioner has chosen to not to subscribe to the right issue having been offered to them on the same terms and conditions as well. Thus, requirement of raising funds for the purpose of running business of the Company appears to exist - there is no justification for staying or keeping the right issue in abeyance at this initial stage.
The prayer made by the Petitioners for interim relief is rejected. It is made clear that this interim order cannot be construed as an expression of any opinion on the merits of other issues, if any, raised in the present petition filed under Section 241 and 242 of the Companies Act, 2013.
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2021 (7) TMI 616 - NATIONAL COMPANY LAW TRIBUNAL , AHMEDABAD BENCH
Sanction of scheme of amalgamation - seeking dispensation of the meeting of Equity Shareholders, creditors of the Applicant Companies for the proposed scheme of amalgamation - Section 230-232 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT:- Various directions regarding holding and convening as well as dispensation of various meetings issued - directions regarding issuance of various notices also issued.
Application allowed.
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2021 (7) TMI 566 - NATIONAL COMPANY LAW TRIBUNAL , ALLAHABAD BENCH
Seeking restoration of name of company which was struck off by the Registrar of Companies, Uttar Pradesh - section 252(3) of the Companies Act, 2013 read with Rule 87A of the National Company Law Tribunal Rules, 2016 - the company is a living entity and also has certain assets which necessitate restoration of name - HELD THAT:- The documents relied upon by the Appellant unmistakably demonstrate that the Appellant Company is a living entity.
The Appellant has been able to satisfy this bench that it has certain assets which necessitate and justify the restoration of its name in the Register of Companies. A step as stringent as what has been taken at least requires an opportunity to the appellant to take remedial measures. Merely to disallow restoration on grounds of its failure to file annual returns would neither be just nor equitable - As per several decisions of various courts it should only be an exceptional circumstance that court should refuse restoration where the company has been struck off for its failure to file annual return as that would be excessive or inappropriate penalty for that oversight.
It is therefore 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 Registrar of Companies and take all consequential actions such as change of Company's status from 'Strike Off' to 'Active' (for e-filing) etc. - Application allowed.
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