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- 2020 (3) TMI 1157
Winding up of Company - Recovery of outstanding dues - HELD THAT:- It appears that in compliance of the order dated 10.05.2018, the OL had called upon the meeting of the creditors, but it seems that, none of the creditors remained present in the meeting. From the report filed by the OL, it transpires that respondent No.4, who is unsecured creditor has a claim of ₹ 30,000/, which has been settled by the petitioner. The petition is allowed.
- 2020 (3) TMI 1060
Deactivation of DINs of petitioner - It is submitted by learned counsel for the petitioners that although only one of the companies was alleged to have committed default, the DIN of the petitioners was deactivated in respect of the other companies, in which they were directors, as well, which was de hors the law - HELD THAT:- The disqualification of the DIN of the petitioners could not operate in respect of other companies than the defaulting company. In the event the DIN of a director is to be deactivated and not merely the name of the company struck out from the RoC, the said person has to be given notice individually and heard and given an opportunity to establish that he was not liable for the alleged default committed by the company. This court is of an opinion that an opportunity of hearing had to be given to the petitioners prior t....... + More
- 2020 (3) TMI 808
Stay on operation, enforcement and effect of the law itself - directors of the defaulting company - Section 167(1) clause (a) of the Act - HELD THAT:- The order dated 15th October, 2019 passed on these petitions raising legal queries, sufficiently protects the interest of both sides. This Court has performed a balancing act. Therefore, taking that order and the queries further it is clear that Section 164 of the Companies Act, 2013 provides for disqualifications for appointment of director. By sub-section (1), the eligibility for appointment of the director of a company is the aspect dealt with. By sub-section (2), it is said that no person, who is or has been a director of a company, which has not filed financial statements or annual returns for any continuous period of three years, shall be eligible to be re-appointed as a director of t....... + More
- 2020 (3) TMI 666
Continuation of prosecution proceedings against the company in cases CIRP proceedings where resolution plan has been approved - offences punishable under the Companies Act, 2013; offences punishable under the Companies Act, 1956 and; certain offences under the Indian Penal Code, 1860 - petitioner submits that in terms of Section 32A of the IBC, as inserted by Section 10 of the Insolvency of Bankruptcy Code (Amendment) Ordinance, 2019; the petitioner is required to be discharged from the aforesaid proceedings - HELD THAT:- Section 32A(1) of the IBC states that a Corporate Debtor would not be liable for any offence committed prior to commencement of the CIRP and the corporate debtor would not be prosecuted if a resolution plan has been approved by the Adjudicating Authority. In the present case, there is no dispute that a resolution plan ha....... + More
- 2020 (3) TMI 642
Dissolution of Company - HELD THAT:- The prayer made in the petition is allowed and the Company is wound up and shall be deemed to be Dissolved with effect from the date of the filing of the present petition, i.e. 02.03.2020. Petition disposed off.
- 2020 (3) TMI 528
Winding up process - disbursement of amounts in discharge of debt - priority of charge of secured creditors - HELD THAT:- In present case, it is undisputed that some amount, out of sale proceeds of assets of the Company, already stands released in favour of Secured Creditors without taking into consideration the provisions of Sections 529 and 529A of the Companies Act, wherein statutory charge has been created in favour of workmen in respect of their dues from the Company over the security of every Secured Creditor and also workmen’s dues have been categorized as ‘overriding preferential payments’. It is evident that under Section 529A(1)(b), the Secured Creditors shall be entitled for overriding preferential payments of debts to the extent these are governed under clause (c) of proviso to Section 529(1), pari passu with....... + More
- 2020 (3) TMI 527
Conversion of company from an Unlimited Liability Company to a Limited Liability Company - Section 18 of the Companies Act, 2013 - Non-speaking order - HELD THAT:- The reasons supplied in the counter affidavit are of no help to the respondents and the non-speaking order dated 05.10.2016 remains a non-speaking order, even if, the reasons have been given in the counter affidavit filed by the respondent in this writ petition - Thus, the impugned order dated 05.10.2016 deserves to be quashed and set aside. The impugned order is quashed on the ground that it is not a speaking order as no reasons have been given by the concerned respondent authority - petition allowed.
- 2020 (3) TMI 101
Winding up of respondent company - HELD THAT:- This petition is revived. It is an admitted fact that this company petition was admitted by order dated 28/08/2017 and advertisement with regard to the same was deferred so that chance can be given to the company to pay the dues. Though sufficient time has been granted, respondent company did not comply his statement made in the aforesaid Undertaking and the amount was not paid to the petitioner and hence, the matter was revived as observed in the order dated 11/12/2019. Till date, Undertaking filed by the respondent company is not complied with and not paid the dues to the petitioner. Registry is directed to notify the petition for final hearing on 04/05/2020.
- 2020 (3) TMI 100
Validity of scheme of arrangement - reduction of share capital is rejected inter alia on the ground that the requisite material was not placed before the shareholders and creditors at the time of meeting so as to take informed decision and for approving scheme of arrangement - HELD THAT:- If the prayers of the petition are examined, then one will have no other option but to come to the conclusion that the scheme, as it stood in the backdrop those factual narration of the SEBI and SAT's prohibitory orders, would surely militate against granting of the prayers. The Court is of the view that the passage of time i.e. when the scheme was floated or sought to be implemented after approval of the Court was that of year 2008. The requisite meeting of the concerned stake holders were held within that year or around that time and when the petit....... + More
- 2020 (3) TMI 36
Winding up of respondent company - Section 433 and 434 of the Companies Act, 1956 - outstanding dues - HELD THAT:- Even though a Statutory notice was issued, the respondent company “refused” to accept the service of such statutory notice. No reply was given to such statutory notice and, therefore, the defence put forward by the respondent company in its affidavit in reply is nothing but an after-thought. It is on record that the respondent had admitted its outstanding dues and in fact made some payments after the meeting dated 26.6.2014 held between the representatives of the petitioner and respondent company. Even considering the losses for three financial years as also the pendency of SARFAESI proceedings reveal that the respondent company is a loss making company and has lost its financial substratum and the same leads to o....... + More
- 2020 (2) TMI 1131
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....... + More
- 2020 (2) TMI 1080
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 ....... + More
- 2020 (2) TMI 1079
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....... + More
- 2020 (2) TMI 918
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 “unde....... + More
- 2020 (2) TMI 639
Dismissal of suit - suit dismissed on the ground that the cause of action of the suit is barred under the provisions of the Insolvency and Bankruptcy Code, 2016 - HELD THAT:- The Code of 2016 deals not only with corporate entities but also with individuals. Therefore, Section 231 of the Code of 2016 takes into account a situation where the proceeding may be pending under the Code of 2016 against an individual also. Section 231 of the Code of 2016 is in Part-5 dealing with miscellaneous matters. Section 231 encompasses both a situation where there is an insolvency proceeding against a corporate entity as also against a person who is not a corporate entity. Section 231 of the Code of 2016 also prescribes a bar on the Civil Courts to assume jurisdiction in respect of any matter in which, the Adjudicating Authority or the Board is empowered b....... + More
- 2020 (2) TMI 479
Whether respondent No.3-Mr. Himanshu Patwa, director of Nak Engineering Company Private Limited, knowingly and intentionally had sworn false affidavits in Notices of Motion so as to say that respondent No.2-Company was the successor of respondent No.1Firm under Part IX of the Companies Act, 1956 which tantamounts to giving or fabricating false evidence at any stage of judicial proceedings? HELD THAT:- The answer is in the affirmative for the reasons to follow. It is quite clear that after having gone through the entire material on record, prima facie opinion can be formed that an inquiry needs to be initiated into an offence/s referred to in clause (b) of sub section (i) of section 195 Cr. P.C. It must be noted that an inquiry contemplated in sub section (i) is not for finding whether the respondents are guilty or not but it is restricted....... + More
- 2020 (2) TMI 407
Approval of the proposed Scheme of Compromise and Arrangement - Mobilisation of funds - HELD THAT:- When a company is ordered to be wound up, the assets of it are put in possession of the Official Liquidator. The assets become custodia legis. The follow-up, in the absence of a revival of the company, is the realisation of the assets of the company by the Official Liquidator and distribution of the proceeds to the creditors, workers and contributories of the company ultimately resulting in the death of the company by an order under Section 481 of the Act, being passed. But, nothing stands in the way of the Company Court, before the ultimate step is taken or before the assets are disposed of, to accept a scheme or proposal for revival of the Company. In that context, the court has necessarily to see whether the scheme contemplates revival o....... + More
- 2020 (2) TMI 406
Bail application - investigation by SFIO - Section 212 (6)(ii) of the Companies Act, 2013 - HELD THAT:- The present bail application has to be decided on the basis of its own facts and keeping in mind the proposition of law that economic offences constitute a class part and need to be visited with a different approach in the matter of bail and since these kind of offences cause irreparable harm to the economic system and, therefore, required to be considered seriously. Perusal of Section 212 (7) of the Companies Act, 2013 reveals that limitation on granting bail is in addition to the Limitation provided under Section 439 Cr.P.C. This court has now to decide the bail application in the light of the provisions of bail enunciated in the Companies Act as well as Cr.P.C. This court has, thus, to be satisfied that there are reasonable grounds f....... + More
- 2020 (2) TMI 401
Quashing of FIR - allegation is that the accused persons have with an intention and conspiracy planned to cheat the people and after opening branch offices and collecting money from the customers they have fled away with some of ₹ 5 Crores approximately - HELD THAT:- Matter referred to the Hon’ble Division Bench of this Court for consideration: Whether sub-section (2) of Section 50 of the Bihar Self Supporting Co-operative Societies Act, 1996 may be interpreted to mean and understand that the words “other legal proceedings” occurring thereunder create a bar in lodgment of a first information report against the co-operative society registered under the said Act, its Director(s), Officer(s), Manager(s) or a member of the society and that it would also cover “the criminal proceeding” against them? Let the records be placed before Hon’ble the Chief Justice for referring the aforesaid questions to the Hon’ble Division Bench of this Court.
- 2020 (2) TMI 300
Maintainability of petition - alternate equally efficacious remedy of filing an appeal - sections 32 and 61 of the IBC - HELD THAT:- In the present case, to consider the grievance of the petitioners that the impugned order is a nullity and the contra version that it is not a nullity, but at best vitiated by a irregularity, we would be required to go through the facts in detail. On the records being summoned and perused by us, we realised that there is indeed a serious factual dispute. A Writ Court would ordinarily abstain from going into and deciding such disputes, when parties are not prejudiced and the law provides for an appeal. In IBC, the (NCLAT) Appellate Authority is empowered to consider and decide all questions of fact and law. No general rule can be said to be laid down in the judgments brought to our notice. We do not think tha....... + More