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Companies Law - High Court - Case Laws
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- 2021 (6) TMI 587 - MADRAS HIGH COURT
Enforceability and validity of Oral Agreement - oral agreement for lifting water, exists or not - time limitation - Section 297 of Companies Act - HELD THAT:- Section 46 of the Act must be read along with Section 297 of the Companies Act. It has been established in evidence that the defendant company was having paid-up capital of not less than one crore. Therefore, the prior approval of the central government was required for entering into a contract, in which, the director of the company or his relative is having an interest. The suit well belongs to the appellant Subahani and her brother Mohammed Thasthakir was the managing director of the defendant company. Therefore, two conditions will have to be fulfilled - The first Appellate Court rightly came to the conclusion that there has been a breach of Section 297 of the Companies Act. Sinc....... + More
- 2021 (6) TMI 177 - GUJARAT HIGH COURT
Report filed for dissolution of the company - company under liquidation has complied with all formalities and has made all necessary payments - HELD THAT:- Considering the ratio laid down by the Hon'ble Apex Court in the case of Meghal Homes Pvt. Ltd. [2007 (8) TMI 447 - SUPREME COURT], where it was held that the arrangement has to go back to the meeting of members, creditors, etc. of the company in terms of section 391 of the Act and once it is adopted or adopted with modifications with the requisite majority at the meeting, the arrangement would require a fresh scrutiny by the Company Court thereafter, we cannot avoid interfering with the decision of the Division Bench on the ground put forward by learned Senior Counsel of benefit to the workers, the report deserves to be accepted. The Company, named, M/s. Mangal Rasayan Limited (In....... + More
- 2021 (6) TMI 105 - MADRAS HIGH COURT
Disqualification of Directors under Section 164(2)(a) of the Companies Act, 2013 - direction to respondents herein to permit the petitioners to get reappointed as Directors of any company or to get appointed as Directors of any company without any hindrance - HELD THAT:- The issue involved in these writ petitions is no more a res integra. It is to be stated that the Registrar of Companies (RoC) has been disqualifying the Directors under Section 164(2)(a) of the Companies Act, 2013 by order dated 08.09.2017. Another list was published in the website of the first respondent on 01.11.2017 disqualifying the Directors. Yet another list of Directors were disqualified on 17.12.2018 by the RoC. The notification dated 17.12.2018, which was uploaded in the website by the first respondent on 18.12.2018 was challenged on the strength of the judgment ....... + More
- 2021 (6) TMI 31 - MADRAS HIGH COURT
Vacation/removal of the respective second respondent and his family members as directors in the group companies - Summons issued directing the respective petitioners to appear on a specified date and submit all the registers/documents before the 1st respondent - HELD THAT:- It is settled law that a summon issued under a statutory provision can be challenged only, if it has been issued without jurisdiction and without authority under law. Under the impugned summons, the Registrar of Companies has observed that it is not clear as to whether the respective petitioners have complied with the provisions of Section 167 and Section 169 of the Companies Act, 2013, as the case may be, for vacating/removal of the directors or not and only for the said purpose, as contemplated under section 206(4) of the companies Act, the impugned summons have been....... + More
- 2021 (6) TMI 30 - DELHI HIGH COURT
Dissolution of company which underwent voluntary liquidation - HELD THAT:- The conditions are satisfied that the necessary compliance of Section 497 and other relevant provisions of the Act have been made and the affairs of the said company have not been conducted in a manner prejudicial to the interest of its members or to the public interest and the said company may be dissolved. In view of the satisfaction accorded by the Official Liquidator by way of the present petition, the said company is hereby wound up and shall be deemed to be dissolved with effect from the date of the filing of the present petition i.e. 15th December, 2020 - Petition disposed off.
- 2021 (5) TMI 603 - ALLAHABAD HIGH COURT
Grant of Bail - in-action on part of the Court in taking cognizance - Contention is that provision of Section 167 Cr.P.C. itself is ample clear and default bail can only be granted in case charge sheet/complaint was not filed within the stipulated period - sum and substance of the investigation conducted in the matter and the facts mentioned in the complaint for prosecution are that concerned Companies were engaged in fraudulent merchantine trade and caused wrongful loss to the Public Sector Banks to the tune of ₹ 7820 Crores approximately applying different modus operandi including siphoning of Bank funds through merchantine trade. HELD THAT:- It is admitted fact in the present matter that the applicant has not moved regular bail application before the court below. Only default bail application was moved and same was rejected by th....... + More
- 2021 (5) TMI 525 - GUJARAT HIGH COURT
Siphoning of funds - collection of money from the public issue by publishing prospects in the year 1994 by the directors and promoters of the Company - petitioner was professional director - It is the case of the petitioner that being professional director of the Company, the petitioner was not responsible for day-to-day transactions including the financial transactions of the Company - HELD THAT:- The contentions raised on behalf of the respondents are required to be rejected as it is not in dispute that the petitioner was appointed as a professional director of the company in the year 1994 and in view of the facts which are emerging from the record, the impugned complaint filed by the respondent no.2 is also not sustainable as the petitioner being professional director is not involved into day today affairs of the company and there is n....... + More
- 2021 (5) TMI 225 - DELHI HIGH COURT
Recall of order - seeking prosecution of the Respondents for allegedly committing perjury in relation to the proceedings before this Court by making false and contradictory averments in the counter affidavit - HELD THAT:- There cannot be any debate on the proposition raised by Mr. Savla that a review petition does not lie under the Code of Criminal Procedure, 1973, except for clerical and arithmetical errors. However, after much cogitation, the judgement deserves to be recalled for the reason set out hereinafter - Finding that the allegations of perjury levelled in the present petition directly or indirectly touched upon the issues pending before the NCLT, this Court was of the view that the issues raised in the present petition ought to be raised before the NCLT, being intrinsically linked. Application allowed.
- 2021 (5) TMI 218 - TELANGANA HIGH COURT
Non-inclusion of principles of natural justice especially audi alteram partem (giving opportunity of hearing to the other side) in the Master Directions on Fraud dated 01.07.2016 - Section 35-A of the Banking Regulation Act, 1949 - borrower Company is holder of fraudulent account or not? - resolution of the Fraud Identification Committee (FIC) dated 31.07.2019, whereby both the JLF and the FIC have classified the account of M/s. B. S. Limited, of which the petitioner was the former Chairman and Managing Director, as ‘fraud’ and ‘willful defaulter’. HELD THAT:- The argument of urgency is belied by the record. For, the Company’s account was declared as NPA on 29.06.2016; the JLF declared the Company’s account as fraud on 15.02.2019, yet the FIC did not declare the Company’s account as fraud till 31........ + More
- 2021 (5) TMI 163 - CALCUTTA HIGH COURT
Wilful, deliberate and contumacious violation of a common order - allegations are primarily against HVL and consequently against the directors of the companies who have allegedly aided and abetted HVL in committing the contempt - HELD THAT:- The allegations do not fall within the definition of criminal contempt under Section 2(c) of the Contempt of Courts Act, 1971. The proceedings have not been initiated by the court suo moto or on the consent of the Advocate General. The court must be satisfied about the guilt of the alleged contemnor (HVL) beyond reasonable doubt. Contempt being in the nature of quasi-criminal proceedings, the allegations should be strictly construed. The standard of proof to establish contempt, is akin to a criminal proceeding. In this case, mere allegation of violation based on surrounding circumstances and observati....... + More
- 2021 (5) TMI 51 - KARNATAKA HIGH COURT
Validity of Section 272(1)(e) of Companies Act, 2013 - seeking declaration that the second proviso to Section 272(3) of the Act, must be read to be applicable to the petitions presented by persons falling under Section 272(1)(e) of the Act - Whether Section 272 (1)(e) is ultra vires Constitution of India? - HELD THAT:- It is settled that when a provision of law is challenged, Courts are required to exercise restraint and be cautious in striking down a provision. It may be profitable to note the decision of the Apex Court in Government of Andhra Pradesh and others Vs. P. Laxmi Devi (Smt) [2008 (2) TMI 850 - SUPREME COURT] where it was held that Constitutional validity of the amended Section 47A of the Stamp Act is upheld. The impugned amendment is an economic measure, whose aim is to plug the loopholes and secure speedy realization of stam....... + More
- 2021 (5) TMI 35 - KERALA HIGH COURT
Application for reservation of the name “Reef Center for Wellness and Excellence LLP” - Rule 18(5) of the LLP Rules - HELD THAT:- The petitioner had applied for reserving the name REEF Wellness and Excellence LLP and the name was reserved for the petitioner for three months. True, the petitioner could not make an application for registration of LLP within three months. However, the petitioner submitted an application for incorporation of LLP in the said name as per Ext.P3 on 23.01.2020. Defects in the application were noted by the respondents in instalments as per Exts. P4, P5, P7, P9 and P10 and the petitioner was made to file fresh applications time and again - t is evident from Ext.P16 that the word REEF is now included in the names of entities dealing in Class 05 goods in Fourth Schedule to Trade Marks Rules, 2002, namely,....... + More
- 2021 (4) TMI 1136 - NATIONAL COMPANY LAW TRIBUNAL , KOCHI BENCH
Winding up of company - name of company struck off u/s 248 of Companies Act - award of costs and expenses to the petitioners, incurred by them for filing the winding up petition - HELD THAT:- From a reading of Sub-Section (8) of Section 248, it is clear that Section 248 in no manner will affect the powers of this Tribunal to wind up the Company, the name of which has been struck off from the Register of Companies. Therefore, even after removal of the name of the Company from the Register of Companies this Tribunal can proceed with the petition for winding up under Section 271 of the Companies Act, 2013 - It also appears from the record that the Company got struck off on 29.08.2018 due to non-filing of Statutory Returns since 2001. Hence the criteria fixed under Section 271 (d), that the Company failed to file Financial Statements or Annua....... + More
- 2021 (4) TMI 835 - GUJARAT HIGH COURT
Extension of term of engagement of qualified Company Secretaries for a period of one year which can be further extended up to three years or such further period as may be directed - direction to increase the Salary of Company Secretaries who are presently working with the office of Official Liquidator and further permitted to pay monthly salary from fund available with the office of official Liquidator - amendment of Clause VIII of the Scheme of Company Secretaries - HELD THAT:- Taking facts stated in the present report on record the Official liquidator is permitted to extend the term of engagement of qualified Company Secretaries namely (1) Mrs. Maitry Desai (2) Ms. Vaidehi Savaliya for a period of one year which can be further extended up to three years and permitted to increase the Salary of Company Secretaries who are presently workin....... + More
- 2021 (4) TMI 826 - DELHI HIGH COURT
Final Winding up of Company - Section 481 of the Companies Act, 1956 - HELD THAT:- This Court directed the Official Liquidator to verify the property documents and, on being satisfied in that regard, handover possession of the property to M/s Phoenix ARC. Subsequently, on 5th September, 2019, the aforesaid property was handed to the authorised representative of the M/s Phoenix ARC. The outstanding charges of the security agency deputed to oversee the property M/s Manasvi Security Services were also liquidated - This Court also permitted the Official Liquidator to invite claims from creditors of the Company by publishing citations in newspapers vide order dated 4th February, 2020 in Co Appl 33/2019. Citations were published but no claims were received. The Official Liquidator clarifies that there are no other assets of the company - In the....... + More
- 2021 (4) TMI 750 - DELHI HIGH COURT
Seeking permission for travelling abroad - Validity of Look Out Circular (LOC) issued against him by Respondent Nos 3 and 4 i.e., the Ministry of Corporate Affairs (MCA) and the Serious Fraud Investigation Office (SFIO) - case of Respondents is that the Petitioner is guilty of conniving and conspiring with the Promoters of M/s Techpro Systems Limited - HELD THAT:- There is no criminal case pending against the Petitioner. His role is also yet to be ascertained by the investigating authorities. Phrases such as ‘economic interest’ or ‘larger public interest’ cannot be expanded in a manner so as to include an Independent Director who was in the past associated with the company being investigated, without any specific role being attributed to him, as in the present case. The Petitioner poses no flight risk given the fac....... + More
- 2021 (4) TMI 747 - DELHI HIGH COURT
Disqualification of the Petitioner from Directors - deactivation of DIN/DSC - non-filing of annual returns and balance sheets in one of the companies - HELD THAT:- Considering the legal position as laid down by this Court in MUKUT PATHAK & ORS., YOGESH KHANTWAL, AARTI KHANTWAL, AND VINEET WADHWA VERSUS UNION OF INDIA AND ANR. [2019 (11) TMI 319 - DELHI HIGH COURT] and since the disqualification of the Petitioner took place prior to 7th May, 2018, the Petitioner’s disqualification qua the other active companies is set aside and his DINs/DSCs is directed to be reactivated. The present order shall be served by the Petitioner on the ROC, Delhi and Mumbai and the Petitioner’s DIN/DSC shall be reactivated within a period of 10 days from service of the order - Petition disposed off.
- 2021 (4) TMI 653 - CALCUTTA HIGH COURT
Recovery of money in disguise - inaction of State to recover - whether writ of mandamus will lie in resolving a private dispute, intending to recover money in disguise alleging State inaction, already lent out to the beneficiary/erstwhile lessees/proforma respondent nos. 1 and 2 tea garden companies, when affidavit of report of debt for and on behalf of creditors/writ petitioners had already been filed before the Official Liquidator pursuant to a winding up order? HELD THAT:- The execution of fresh lease was intended to be stalled pending realization of unpaid amount, given as loan amount to the erstwhile lessees in connection with the transaction already entered into between the parties - Without any controversy, writ petitioners are neither assignee, nor representative in interest of the erstwhile lessees being proforma respondent nos. ....... + More
- 2021 (4) TMI 506 - DELHI HIGH COURT
Inspection of the books of accounts and other statutory records of the Petitioner company - whether the Registrar would have to first call upon the Petitioner to give an explanation and also provide them a reasonable opportunity of being heard before the Registrar, before issuing show cause notices? - section 206(5) of the Companies Act, 2013 - HELD THAT:- There is no doubt that under Section 207 of the Companies Act, 2013, statements of the Directors of the company have been recorded. However, under these circumstances the Petitioner ought to be given a reasonable opportunity of being heard - In the present case, preliminary findings were issued in September, 2020, and owing to the belated reply, the authorities have proceeded further, to issue the said show cause notices and it is not clear if the reply submitted was considered or not. ....... + More
- 2021 (4) TMI 260 - GUJARAT HIGH COURT
Transfer of proceedings to the National Company Law Tribunal - whether the provisions of the Sick Industries Companies Act (Special Provisions) Repeal Act, 2003, as amended by Section 252 of the Insolvency and Bankruptcy Code, 2016 with effect from 01.12.2016 - the date notified for the purpose of Section 4(b) of the Sick Industries Companies Act (Special Provisions) Repeal Act, 2003, can be transferred to the NCLT, at this stage? - HELD THAT:- Since the final decision of the matter, either at the hands of this Court or at the hands of the NCLT, even if the proceedings were to be transferred to the NCLT, may take considerably long period from now, no useful purpose will be served by continuing with the aforesaid blanket Status Quo order, which is continuing in this Letters Patent Appeal for the last more than ten years, which, in turn, ha....... + More
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