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Companies Law - Case Laws
Showing 1 to 20 of 43 Records
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2021 (9) TMI 1491 - BOMBAY HIGH COURT
Willful, intentional or deliberate defaulters - pendency of Corporate Insolvency Resolution process and passing of order of moratorium by NCLT Bench, Mumbai not considered while passing the impugned orders - order passed by the Review Committee manned by an officer different from the one who as a member of the First Committee of the Bank - HELD THAT:- Issue notice for final disposal at admission stage to the respondents, returnable after four weeks.
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2021 (9) TMI 1485 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL, NEW DELHI
Winding up of Company - fraudulent conduct - failure to disclose that the limitation to file a winding up petition is three years from when the 'right to apply accrues' as per Article 137 of the Limitation Act, 1963 - exclusive jurisdiction of Tribunal to adjudicate matters under Section 271(c) of the Companies Act, 2013 - contention of Appellant is that a private dispute of the Agreement dated 28.01.2005 executed between the Appellant and the 1st Respondent cannot be a part of fraud as per Section 271(c) of the Companies Act.
HELD THAT:- This Tribunal has elaborately discussed the defence raised by Devas in the winding-up petition. This Tribunal believes that the defence raised by Devas is not substantial, and Devas deserves to be wound up on the grounds of Section 271(c) of the Companies Act, 2013. Accordingly, the finding of the Ld National Company Law Tribunal needs no interference from this Appellate Tribunal, and both the Appeals deserves to be dismissed.
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2021 (9) TMI 1442 - SC ORDER
Vacation of Emergency Award passed by the Emergency Arbitrator - HELD THAT:- Taking into consideration the submissions advanced by the learned senior counsel for the parties and particularly the fact that the parties have approached the Singapore International Arbitration Centre for vacating the Emergency Award passed by the Emergency Arbitrator and the arguments in the said matter have been concluded and the order is going to be pronounced shortly, it is thought fit to balance the interest of both the parties by staying all further proceedings before the Delhi High Court for the time being.
List these matters after four weeks.
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2021 (9) TMI 1441 - MADRAS HIGH COURT
Validity of cancellation of allotment of land standing in their favour - withdrawal of No Objection Certificate by the first respondent, SIPCOT Limited. - HELD THAT:- This court finds that the petitioners have got their allotment on various dates for different sizes of plots and a meagre development alone had taken place in some of the petitioners- cases. Though the default clause in the allotment order is in favour of the SIPCOT for cancelling the allotment and withdrawing the No Objection Certificates in the event of non implementation of the project within the stipulated period of 30 months, the SIPCOT has come forward with a scheme for entertaining the same petitioners/industrial corporations to retain the land and implement the project rather than cancelling the allotment and forfeiting the amount paid by the petitioners, however, subject to payment of a penalty in proportion to the present value of the land and in consonance with the extent of non-implementation of the project.
Whether the scheme proposed by SIPCOT in these cases are proper and acceptable or it requires any interference? - HELD THAT:- Admittedly, an allotment of land by the Government or its Agency on lease would be on affordable cost, when it is compared with any private land taken on lease and it will be the same in case of outright purchase also. Such being the case, the petitioners cannot expect the SIPCOT, a Government Agency to leave the lands in the hands of some persons and wait endlessly for the petitioners to implement the projects - the allotment of lands by SIPCOT is not a sale, but, only a lease for ninety nine years. It comes with a default clause of cancellation of lease which indirectly intends for industrial development in the State within a reasonable period and the resultant revenue therefrom. One cannot dispute that the inaction or delay in implementation of the project will certainly have impact to a greater extent on the industrial development in the State.
The petitioners-industrial corporations, having already enjoyed such holiday period due to the inaction or flexible action taken by the officials of SIPCOT, cannot expect that they can escape from the monetary liability.
This court is of the view that the specific contentions raised by the learned counsel for the respective petitioners have been properly addressed by the learned Advocate General and the scheme suggested by SIPCOT is fully acceptable - the petitioners have to opt either to surrender the lands allotted to them and get refund of the amount paid by them after deducting the amount deductible as per the prevailing policy of SIPCOT; (OR) if the petitioners are willing to retain the lands allotted to them despite such a long delay in implementing the project, they shall make payment of the penalty proposed by SIPCOT as indicated in the above mentioned table in 12 equal monthly instalments commencing from the 1st of the English Calendar month from the date of this order and also undertake to implement the project immediately and commence the commercial production within such period of 12 months.
Petition disposed off.
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2021 (9) TMI 1371 - NATIONAL COMPANY LAW TRIBUNAL NEW DELHI
Seeking replacement of Liquidator - Applicant submits that the Liquidator can be replaced under Section 60 (5) of IBC read with Rule 11 of the NCLT Rules - HELD THAT:- It is found that the Stake claimed to the extent of 75 % in the SCC is not borne out of the facts as revealed by the Counsel for the Liquidator. Moreover, no exceptional circumstances have been made out in the Application which would warrant the change of Liquidator using the inherent powers under Rule 11 of NCLT Rules, 2016.
The prayer of the Applicant to replace the Liquidator is hereby rejected - Application dismissed.
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2021 (9) TMI 1357 - NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI
Sanction of Scheme of Amalgamation - seeking to dispense with convening and holding of the meeting of Shareholders and Creditors in relation to the Transferor and Transferee Companies - Sections 230 to 232 of the Companies Act, 2013 - HELD THAT:- From plain reading of the contents of Section 230(2)(a), it is clear that no criteria for considering a particular event or information as material for declaration under this provision, as the one assumed by the Applicant Companies, has been prescribed under the Companies Act. Hence, it is observed that despite getting an opportunity vide our order dated 09.08.2021, the Applicant Companies have failed to file proper Affidavits disclosing the complete particulars of all the investigations/proceedings pending against each of them including Case No., Court in which pending, amount of debt involved, next date of hearing and the present status of the case etc.
Further, while going through the Application and the averments made therein, it is observed that the Applicant Companies have not taken consent of the Creditors (having at least 90 percent value) by way of Affidavit on the proposed Scheme in terms of the provision under Section 230(9) of Companies Act, 2013 and have still sought dispensation of calling their meeting on the ground that there will be no sacrifice made towards the unsecured creditors and the scheme is, in no manner, prejudicial to the interests of the unsecured creditors - the Unsecured Creditors of both the Applicant Companies cannot be kept in dark. If without their consent Affidavits, the meeting of the unsecured creditors is dispensed with, they will be deprived of an opportunity of being heard or oppose the Scheme.
The Affidavits filed under Section 230(2)(a) of Companies Act, 2013 are incomplete and defective - the meeting of Unsecured Creditors of any of the Applicant Companies, cannot be dispensed with, in light of the facts of the case and in the absence of their consent Affidavits in terms of Section 230(9) of the Companies Act, 2013 - application dismissed.
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2021 (9) TMI 1313 - SC ORDER
Maintainability of appeal - HELD THAT:- Taking into consideration the fact that the instant appeal has been filed against an interim order, and the Company Appeal is listed for hearing on 27.09.2021 before the NCLAT, without expressing any opinion on the merits of the case, the NCLAT is directed to dispose of the matter, pending adjudication before it, in accordance with law expeditiously preferably within two months.
Appeal disposed off.
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2021 (9) TMI 1312 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL, NEW DELHI
Auction - right to challenge the auction process - Appellant submitted that the process was conducted in such a haste manner that no one can participate in this process except Welspun Steel Resources Pvt. Ltd. - HELD THAT:- It is not appropriate to express any opinion at this stage. This is a fit case for admission as well as for stay of the impugned order. Thus, we hereby stay the impugned order and the auction process till next date of hearing.
Let the matter be fixed 'For Admission (After Notice)' on 27th September, 2021.
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2021 (9) TMI 1309 - NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI – IV
Seeking ad interim relief against the Corporate Debtor as well as the another Financial Creditor of the Corporate Debtor being Yes Bank - HELD THAT:- Learned Counsel for the Corporate Debtor accepts notice and makes a statement that as on date, the Corporate Debtor is in possession of the immovable property assets of the company. Issue notice to Yes Bank. Learned Counsel for the Corporate Debtor also undertakes to file reply within two weeks. In the meantime, both the respondents should maintain status quo with respect to assets of the company.
List on 15.11.2021.
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2021 (9) TMI 1202 - NATIONAL COMPANY LAW TRIBUNAL , KOCHI BENCH
Seeking amendment in the scheme of amalgamation - Rules 11 and 32 of National Company Law Tribunal Rules, 2016 - HELD THAT:- A scheme of arrangement approved between or among companies is required to comply with the provisions of Sections 230-232 of the Act. On a perusal of the Ministry of Corporate Affairs (MCA) Circular dated 21st August 2019, it is clear that the companies may choose the “appointed date” of the merger/amalgamation based on occurrence of an event, which is relevant to the merger between the companies. This would allow the companies concerned to function independently till such event is actually materialised. The circular further clarifies that the term “appointed date” used in Section 232(6) shall be deemed to be the “acquisition date” for the purpose of conforming to Indian Accounting Standards 103 dealing with business combinations.
Since the applicant want to amend the CA (CAA) based on the clarificatory circular of Ministry of Corporate Affairs and also amend the reliefs sought therein, the reliefs sought for by the applicant may be granted - Application allowed.
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2021 (9) TMI 1160 - NATIONAL COMPANY LAW TRIBUNAL , BENGALURU BENCH
Sanction of scheme of Amalgamation - seeking to dispense with the meeting of Equity Shareholders of the Applicant Companies - seeking to direct for convene the meeting of Secured and Unsecured Creditors of the Applicant Companies etc. - section 230 to 232 of the Companies Act, 2013, and other Applicable provisions of the Companies Act, 2013 R/w. Companies (CAA) Rules, 2016 - HELD THAT:- Various directions with regard to various meetings issued - directions with regard to issuance of various notices also issued.
The scheme is approved - application allowed.
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2021 (9) TMI 817 - CALCUTTA HIGH COURT
Prosecution proceedings - NBFC or not - Inadvertent/typographical error in recording of minutes - it was erroneously recorded in item no. 12 of the minutes that the company submitted application with the Reserve Bank of India for its deregistration as NBFC and registration as a CIC - however, the company was not a registered Non Banking Financial Company (NBFC) at the relevant time - sections 118(2) and (7) read with sections 447/448 of Companies Act - HELD THAT:- The key ingredient of the offence is the intent to deceive, gain undue advantage or injure the interest of the company or any person connected thereto. In the case in hand, the complaint lodged by the opposite party does not prima facie reflect such intent on the part of the petitioners. Per contra, though the opposite party has referred to the notice of show cause in the complaint, the reply to the said notice given by the petitioners is conspicuously absent therein. It is also inconceivable that the inspection was held sometime in 2018 and the notice to show cause signed on 24th August, 2018 whereas the instruction of the Ministry to launch prosecution for such violation was issued on 7th December, 2017, i.e., preceding the inspection. The complaint does not prima facie make out an offence under sections 118(2) and (7) read with sections 447/448 Act of 2013.
Typographical/inadvertent error in recording of minutes rectified subsequently can under no stretch of imagination be termed as an offence, far less an offence under the provisions of the Act of 2013 as alleged. That the petitioners acted with a malafide intention to deceive, gain undue advantage or injure the interest of the company or any person connected thereto is not reflected in the four corners of the complaint. Allowing the proceeding to continue shall be a futile exercise and abuse of the process of law in view of the fact that the inadvertent error has been sufficiently and adequately explained and does not call for any prosecution.
The proceeding in respect of complaint case no. 15 of 2018 is liable to be quashed - Application allowed.
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2021 (9) TMI 812 - NATIONAL COMPANY LAW TRIBUNAL , KOCHI BENCH
Seeking direction to the respondents to hold/convene the annual general meeting of the company for the financial year 2018-2019 - appointment / nomination of an observer for the annual general meeting of the company to be held for the financial year 2018-2019 - HELD THAT:- The objective of Section 97 of the Companies Act, 2013 is to facilitate an Annual General Meeting of the shareholders through the intervention of the court in case the directors fail to hold the AGM in accordance with the provisions of Section 96. Since the provision starts with the words, “If any default is made in holding the Annual General Meeting of a company under Section 96..”, it is clear that the existence of a default is a condition prior to invoking the jurisdiction of this Tribunal under Section 97 of the Companies Act, 2013.
The admitted position is that there is a default on the part of the respondents in conducting the AGM of the company, albeit both sides blaming each other for the default. Here, since the 2nd Respondent in his reply affidavit has agreed to conduct the AGM as per the provisions of Section 97 of the Companies Act, this Tribunal directs the respondents to conduct the AGM for the Financial Year 2018-2019 as prescribed under the Companies Act,2013, on 30th October 2021.
Petition disposed off.
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2021 (9) TMI 792 - NATIONAL COMPANY LAW TRIBUNAL , CUTTACK BENCH
Sanction of scheme of amalgamation - Section 230-232 of Companies Act, 2013 - HELD THAT:- Various directions with regard to holding, convening and dispensing with various meetings issued - directions with regard to issuance of various notices also issued.
The scheme is approved - application allowed.
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2021 (9) TMI 791 - NATIONAL COMPANY LAW TRIBUNAL , CUTTACK BENCH
Seeking restoration of name of company in the Register of Members - non-filing of statutory returns since the Financial Year ended on 2014 onwards - 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 of the name of such Company provided further that it is seen from the material on record that at the time of its name being struck off, the Company was doing its business or carrying its operation.
In this case, the applicant produced on record the copy of Audited Annual Accounts of the Company for the period from 31.03.2014 up to 31.03.2020. As per the reports of the Profit and Loss accounts of the Company, it is evident that during the defaulting years the Company has not generated any revenue from its operations or from the business activities for which it was incorporated - It is seen from the available records that the Company is maintaining bank account with State Bank of India with Account No. 31938038734.
On perusal of the application, and after hearing to the Ld. Authorised representative, we are of the view that this petition deserves sympathetic consideration, since the company has valuable land. In the facts and circumstances of the case we are satisfied that the name of the company should be restored to the register.
The name of company is restored - application allowed.
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2021 (9) TMI 789 - NATIONAL COMPANY LAW TRIBUNAL — CUTTACK BENCH
Restoration of name of the company in the register of companies - revocation of notification dated June 21, 2017 issued by them under section 248(5) of the Companies Act, 2013 - default in filing its statutory returns, i. e., balance-sheets and annual returns since the financial year ended March 31, 2010 onwards - HELD THAT:- Apart from generating revenues, the company has recorded profits in all the defaulting years. It is also evident from the financial statements that the struck off company has fixed assets and substantial long-term loans and advances. It has also some finance costs during the period under default. Further, the company had spent certain amounts on employee benefits. This prima facie suggests that during the relevant time the company had people in its employment and was carrying its business activities - the details prima facie suggest that the company has carrying on its business activities and is a going concern.
The appellant submitted that the company will comply with all the statutory obligations. And prayed that the Registrar of Companies, Odisha may be directed to restore the company's name in the register. The contention of the appellant is accepted that the company was a going concern when its name was struck off. Therefore, in the facts and circumstances of the case and the documents/details on record, we accept the request of the appellant and direct the Registrar of Companies, Odisha to restore name of the company.
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 (9) TMI 752 - NATIONAL COMPANY LAW TRIBUNAL , GUWAHATI BENCH
Sanction of Scheme of Amalgamation - section 230-232 of Companies Act - HELD THAT:- By considering the consent affidavits filed on behalf of the shareholders and secured creditors as well as by the majority in debts value of unsecured creditors of the Applicants Companies to approve the Company Scheme and by waiving their right to participate in such meeting, the meeting of the Shareholders, Secured and Unsecured Creditors of the Applicant Companies are hereby dispensed with.
The scheme is approved - application allowed.
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2021 (9) TMI 740 - NATIONAL COMPANY LAW TRIBUNAL , GUWAHATI BENCH
Winding up the 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, Saradha Build Creation Pvt. Ltd., under the provisions of Section 271(c) and (d) of the Companies Act, 2013 - Application allowed.
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2021 (9) TMI 739 - NATIONAL COMPANY LAW TRIBUNAL , GUWAHATI BENCH
Settlement of shares - Petitioner submits that the Petitioner has bought the entire shares of 30 (thirty) lacs from the ICICI Bank and even, if the shares are settled with 25% of the total face value of ₹ 30.00 crores, the Petitioner is entitled to get ₹ 7.50 crores plus interest etc. - HELD THAT:- Certain clarifications/papers/documents relating to the sale of shares by ICICI to the Petitioner, decision of CDR/OTS by the Lenders especially relating to these 30.00 lacs shares, claim of Standard Chartered Bank and payment to the Standard Chartered Bank are required to be perused.
The ICICI Bank and the Standard Chartered Bank are directed to file their clarifications in the form of an Affidavit enclosing the documents exchanged between the ICICI Bank and the Standard Chartered Bank, Standard Chartered Bank with the Consortium Lenders and the Respondent Company relating to only these 30 (thirty) lacs shares before 23.04.2021 - the Senior Officials of ICICI Bank and Standard Chartered Bank conversant with these 30 (thirty) lacs shares need to be present in next hearing along with their Counsels, if any, to clarify certain points which may be required for disposal of the matter.
The Respondent Company is to file in the form of Affidavit all the documents/letters exchanged between itself with the Standard Chartered Bank, CDR, Consortium Lenders, OTS settlement only for these 30 (thirty) lacs shares by 23.04.2021 - List the matter along with all IAs on 03.05.2021 for final hearing.
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2021 (9) TMI 737 - NATIONAL COMPANY LAW TRIBUNAL , GUWAHATI BENCH
Compliance with the Mutual Settlement Agreement between the Petitioner and the Respondent or not - release of collateral security provided - HELD THAT:- Considering the fact that the Unit is an MSME one, the prayer made by the Respondent to grant some time to discuss the matter with the concerned Bank for implementation of the conditions/release of the land, guarantees and Fixed Deposits of the Petitioner, is accepted.
Fifteen (15) days' time is granted as prayed, for negotiation/discussion with the Bank/Petitioner. Both the parties are at liberty to negotiate with each other/with the concerned Bank in the light of the CGTMSE Guarantee Cover available for MSME Unit for resolution of the issues advanced - List the matter on 24.03.2021.
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