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Companies Law - Appellate Tribunal - Case Laws
Showing 1 to 20 of 760 Records
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2023 (6) TMI 196
Sanction of scheme of Amalgamation - Section 230-232 of Companies Act - HELD THAT:- As per Section 230(9) of the Companies Act, 2013, the Tribunal may dispense with the calling of a meeting of creditors or class of creditors, where such creditors or class of creditors, having at least ninety per cent value, agree and confirm, by way of affidavit, to the scheme of compromise or arrangement. As the Appellant/Transferor Company No-1 is a closely held family company and sole unsecured creditor, had conceded to the scheme of Amalgamation by way of affidavit, therefore, in terms of section 230(9) of the Companies Act, 2013 the meeting of sole unsecured creditor of Appellant/Transferor Company Appellant No-1 could have been dispensed with by the Tribunal and as such, there are merit in the averments of the Appellant . It is noted that T....... + More
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2023 (6) TMI 105
Restoration of the name of the Appellant Company to the register of the Registrar of Companies, NCT of Delhi and Haryana - Section 252 of the Companies Act, 2013 - HELD THAT:- The Company is a juristic person, it takes birth with its incorporation which takes place in terms of Section 7 of the Act and after incorporation and registration, its effect has been mentioned in Section 9 of the Act. Section 248 of the Act provides the power to the Registrar to remove name of company from register of companies for the reasons mentioned from 248(a)to(e) and effect of the order passed under Section 248 is provided in Section 250 of the Act. However, the remedy to an aggrieved person against the order of the Registrar, passed under Section 248 is provided under Section 252 and in Section 252(3) it is provided that the Tribunal, if satisfied that ....... + More
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2023 (6) TMI 104
Oppression and Mismanagement - Transfer of Shares - allotment of shares - Forum Shopping - Removal of Appellants No. 2 and 6 from the Directors of the Company and to declare them as unfit to be appointed as Directors in any Company - whether the Company Petition was barred by Limitation? - HELD THAT:- Keeping in view that the Form 32 for removal of the Respondent as Director was filed only on 01/12/2005 and the Petition was filed in April 2008, apart from the fact that the removal is interlinked with the subsequent development and form a continuous act, this Tribunal is of the considered view that the Petition is not barred by limitation. As regards the merits of the matter and the issues raised in this Appeal, this Tribunal address to whether the Resolution dated 05/02/1996 allotting 420 shares to Mr. T.S. Rathnasabapathy by hims....... + More
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2023 (6) TMI 103
Seeking restoration of the name of the Company in the Register maintained by the Registrar of Companies - HELD THAT:- The Appellant Company has failed to file its Financial Statements and Annual Returns for the Financial Years 2015-16 and 2016-17 due to change of circumstances. Further, it is observed that the audited accounts for the Financial Years 2016-17 and 2017-18 shows that the company is in active and carrying on day-to-day business. Keeping in view of the above facts, the Appellant Company is having substantial movable as well as immovable assets, therefore, it cannot be said that the Appellant Company is not carrying on any business or operations. The name of the Company be restored to the Register of Companies subject to the compliances fulfilled - application allowed.
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2023 (6) TMI 72
Seeking restoration of the name of the Company in the Register maintained by the Registrar of Companies (RoC) - HELD THAT:- The impugned order dated 17.12.2021, the NCLT has rightly held that the Audited Financial Statements of the two immediately preceding Financial Years i.e., 2015-16 and 2016-17 filed by the Appellant Company reflected Zero revenue from its operations and have come to the conclusion that the Appellant Company was neither in operation nor carrying out its business at the time of its name was struck off from the register of Registrar of Companies. There are no merit in the instant Appeal to interfere with the order impugned passed by the NCLT. The impugned order dated 17.12.2021 passed by the National Company Law Tribunal (New Delhi Bench, Court-II) is hereby affirmed - The instant Appeal is hereby dismissed.
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2023 (6) TMI 71
Compounding of offences - default in holding Annual General Meeting the company - non-compliance of Section 166/96 of the Companies Act, 1956/2013 - HELD THAT:- The fact remains that it was a joint application filed by the applicant alongwith other six persons including the company in question under Section 441 of the Companies Act, 2013. Section 441 of the Companies Act, 2013 deals with the compounding of offences. From the materials on record particularly the application filed before the NCLT which was number as CP 155/441/ND/2020 it is evident that the appellant has admitted default and days of default to the extent of 2905 days was admitted by the appellant. At this juncture it would be apt to reproduce Section 96 of the Companies Act, 2013 which mandate annual general meeting by the company and also consequences for non-compliance....... + More
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2023 (5) TMI 1163
Oppression and mismanagement - Consent Terms provided for acquisition of the entire shareholding - strict compliance with non-compete obligations. It is contended that Consent Terms are in the nature of compromise decree and NCLT has jurisdiction to execute the Consent Terms under section 424 of the Companies Act, 2013, but before execution and passing of the Impugned Order, it should have looked into alleged breach of the non-compete obligations under the Consent Terms, should have adjudicated upon. HELD THAT:- As provided in clause 4, a sum of Rs.2,23,00,000 is to be paid on the final execution of the Consent Terms immediacy and the balance Rs. five crores was to be paid in five equal instalments of Rs. one crore each on various dates between 30.4.2019 and 31.8.2019 respectively. It is also clear that the payment of Rs.7.23 c....... + More
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2023 (5) TMI 986
Seeking restoration of striken off name of company on the Register of Companies - preceding two years on behalf of the company no financial statement and annual returns were filed before the ROC and the company was non-operational - HELD THAT:- Once the appellant was taking a stand that the company was doing business, it was mandatorily required to satisfy the NCLT with, cogent evidence that the company was doing some business or company was operational. The plea of learned counsel for the appellant that company was operational or doing business in absence of any cogent material is not sustainable. It is further seen from the stand taken by the ROC before the NCLT in the application filed by the applicant i.e. Appeal No.150/2020 that the company was not operational and doing no business. The ROC in its reply in para 4,5,6 and 7 has cla....... + More
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2023 (5) TMI 935
Anti-competitive conduct by various bidders in supply and installation of signages at specified locations of State Bank of India across India - bid-rigging and cartelisation in the tender floated by SBI Infra Management Solutions Pvt. Ltd. (SBIIMS) - Section 19(1) of the Competition Act, 2002 - HELD THAT:- There is no force in the argument of counsel for the Appellant insofar as she has submitted that two emails dated 02.06.2018 and 04.06.2018 cannot be relied upon against the company as well as the Director because the said emails are coming from the other party and neither the company nor the Director has copied the email or part of the email. This argument cannot be accepted because at that time, there was not a whisper that ultimately this matter is going to be taken in its Suo Motu jurisdiction by the Commission for the purpose o....... + More
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2023 (5) TMI 902
Oppression and mismanagement - Illegal transfer of shares - ostensible intention (of two sons of Company's founder) to divide the Company into two parts through a scheme of demerger to distribute the proceeds between themselves leaving out the daughter from the sharing - wrongful cessation of the offices of Managing Director and Director held by A-1 and R-9 - seeking interim relief for appointing a Special Officer in R-1 Company to make an inventory of all books and accounts and take possession of all books and record of the Company - HELD THAT:- The Appellants have been reiterating the prayers made in the original CP No. 42/KB/2016 even though in the later applications prayer about reinstatement of A-1 and R-9 as Managing Director and Director has also been added. Thus it is seen that in the company applications filed after the st....... + More
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2023 (5) TMI 870
Appointment of Auditor for Forensic Audit - One partner of the firm, Haribhakti Co. in his individual capacity - Locus of the another partner of the firm to file the final Report of the Forensic Audit who had not been appointed for this purpose - HELD THAT:- It is not in dispute that both the parties filed objections to the Draft Report but no objection is filed to the final Report though time was granted by the Learned Tribunal for that purpose by the Impugned Order dated 25.04.2023 rather the present Appeal has been filed by the Petitioners in the main Petition raising the issue of the locus of Mr. Mitesh Parekh to file the final Report of the Forensic Audit who had not been appointed for this purpose by the Tribunal vide its Order dated 19.04.2022. Counsel for the Respondent has though argued that the Appellant is unnecessarily....... + More
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2023 (5) TMI 869
Oppression and Mismanagement - whether on the date of passing of the impugned order had ceased to be company under the Companies Act and its name was already struck off from the register of the ROC? - HELD THAT:- It is true that the appellant, while was on the role of the register of ROC, had filed a Company Petition on an allegation of oppression and mismanagement of Respondent No.1 company which was numbered as CP No.58/2012, but during the pendency of the said petition the name of the appellant company was struck off due to his own default of non-filing of statutory return before the ROC continuously after 2012 and finally on 08.08.2018 the name of the appellant company was struck off from the register of the ROC. CP No.58/2012 was filed by the appellant in the capacity of company incorporated under the Companies Act. Once the name ....... + More
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2023 (5) TMI 665
Levy of penalty - grievance is that the Commission has not imposed suitable penalty upon the Respondents in terms of the provisions of the Act - Section 27 in the Competition Act, 2002 - HELD THAT:- Section 27 of the Act provides that if the Commission after inquiry finds that any agreement referred to in section 3 or action of an enterprise in a dominant position, is in contravention of section 3 or section 4, as the case may be, it may pass all or any of the orders mentioned in the said provision - The Commission found that it would be just and expedient to invoke only the provisions of Section 27(a) of the Act which further provides for a direction to any enterprise or association of enterprises or person or association of persons, as the case may be, involved in such agreement, or abuse of dominant position, to discontinue an....... + More
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2023 (5) TMI 533
Change of categorization - declaring/ retaining the status of the JIICL as Green entity only - HELD THAT:- The categorization of the IL FS Entities was noticed by this Tribunal in its order dated 11.02.2019 and 19.09.2019. the categorization was noticed and recorded on the basis of affidavit filed before this Tribunal. The order passed by this Tribunal does not indicate that the categorization could be changed by the Entities themselves, without any reference to the Tribunal. When the Entities are categorized in Green , the object is that the Entity should continue to discharge its all obligations, including the obligation to Lenders and the Entities should be incentivize by all including the Lenders to continue the categorization as a Green . If the entity is given liberty to change its categorization from Green to Red , there wi....... + More
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2023 (5) TMI 201
Seeking restoration of the name of the Company in the Register maintained by the Registrar of Companies (RoC), NCT of Delhi and Haryana - Company is not carrying on any business or operation for two immediately preceding financial years and has not made any application within such period for obtaining the status of Dormant Company under Section 455 of the Companies Act, 2013 - Section 252 of Companies Act - HELD THAT:- The Company has Commercial Property bearing Plot No. B-235, Sector 16, Noida which was allotted by New Okhla Industrial Development Authority (NOIDA) for the purpose of Auto Parts Shop Repair Workshop Motor Garage and the Company was paying electricity bill regularly from July, 2017 to September, 2020. Further, the Respondent No. 1/Registrar of Companies in his reply before the NCLT has stated that it has no objection ....... + More
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2023 (5) TMI 19
Levy of penalty under section 43-A of Competition Act, 2002 - alleged failure to give notice under Sub-section 2 of Section 6 of the Act - Appellant submitted that once the CCI had found that there was no appreciable adverse effect on competition in the relevant markets as a result of Transactions I and II, the jurisdiction did not lie with the CCI to open proceedings under Section 43A. HELD THAT:- The clarificatory notification dated 27.3.2017 issued by the Ministry of Corporate Affairs makes it clear where a portion of an enterprise or division or business is being acquired, taken control of, merged or amalgamated with another enterprise, the value of assets of the said portion or division or business and are attributable to it, shall be the relevant assets and turnover to be taken into account for the purposes of calculating t....... + More
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2023 (4) TMI 1202
Inspection of records on dates, time and venue to be decided by the Appellants under intimation to the Respondent within a week of pronouncement of said impugned order - Section 421 of the Companies Act, 2013 - Original petition pending adjudication before the Tribunal under Section 241 242 of the Companies Act, 2013 - Whether there was any error in the impugned order which allowed the Respondent to examine the statutory records of the Appellant No. 1 Company taking help of the Chartered Accountant/ Company Sectary, if so desired, and also directing the Appellants herein to provide conducive environment? - HELD THAT:- Since, the main petition is yet to be finally decided on merits, this Appellant Tribunal is not required to look into the various other issues raised by the Appellant herein. It is found that the Respondent has lega....... + More
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2023 (4) TMI 1201
Seeking issuance of contempt proceedings against the Respondents (the Appellants herein) for continuous noncompliance and wilful disobedience of the order - Section 425 of the Companies Act, 2013 read with the provisions of the Contempt of Courts Act, 1971 - HELD THAT:- The Appellant-M/s. Morepen Laboratories Ltd. as well as Union of India are aggrieved with the order of the Company Law Board dated 01.07.2005, filed separate company appeals before the Hon ble High Court of Himachal Pradesh at Shimla. The Hon ble High Court vide its common order dated 17.05.2007 dismissed both the appeals. Thereafter, the Appellant-M/s Morepen Laboratories Ltd. as well as Union of India again challenged the order of the Hon ble High Court before the Hon ble Supreme Court of India by filing two separate Special Leave Petitions and the Hon ble Supreme Cou....... + More
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2023 (4) TMI 1144
Oppression and mismanagement - setting aside of the allotment of shares and removal of the applicant/Respondent No.1 herein from the Board of Directors - HELD THAT:- It is true that in the present proceeding after reply filed by the Respondent the appellant have also filed rejoinder but facts remains that in compliance with the impugned order subsequent development had already been taken place which has been elaborated in the reply filed by Respondent No.1. It is further evident that in the present case impugned order which was passed by the Learned NCLT exercising jurisdiction under Section 424(3) of the Act was exercised only with a view to implement the order passed in CP No.30/2014. Moreover, repeatedly it has been asserted in the Memo of Appeal as well as during argument also that the impugned order was passed ex-parte but facts r....... + More
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2023 (4) TMI 1143
Oppression and Mismanagement - seeking declaration of Board meetings dated 6.9.2014 and 20.9.2014 to be invalid in law and all resolutions passed therein to be null and void - seeking direction for investigation to be carried out in the affairs of the Company including misconduct by Shri Venkata Rami Reddy - seeking declaration of appointment of R-5 as Additional Director to be made null and void - HELD THAT:- The order for appointment of Independent Auditor to look into the accounts of R-1 Company and furnish draft audit report to the petitioners and Respondents was given with consent of the rival parties and it was also directed that the Final Audit Report, after taking into account the comments of both the parties, shall be submitted to the Bench within a period of thirty days, and furthermore, there was direction to the Company to ....... + More
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