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Companies Law - High Court - Case Laws
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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 compla....... + More
- 2021 (9) TMI 670 - DELHI HIGH COURT
Jurisdiction - Initiation of prosecution - Investigation into affairs of Company by Serious Fraud Investigation Office - freezing and disgorgement of assets of 157 companies - retrospective effect of penal provisions - power of the respondent to initiate proceedings before NCLT - HELD THAT:- It is a settled law the challenge to the jurisdiction of NCLT ought to have been raised before NCLT itself. Once the proceedings have been initiated before NCLT and if the NCLT is seized with the company petition, all contentions including power of the respondent to initiate such proceedings before NCLT must be raised before such forum and be determined in those proceedings - Since the petition has already been filed under Section 241, 242 of the Companies Act; notice having been issued; the contention raised before this Court on the point of jurisdic....... + More
- 2021 (9) TMI 521 - MADRAS HIGH COURT
Entrustment of Investigation under the Companies Act by Serious Fraud Investigation Office - Section 212 of the Companies Act - Bar on jurisdiction of other investigating agencies to proceed with investigation into any matter concerning the affairs of the company - default committed by ITNL on account of non-payment of interest - moratorium granted by NCLAT could be held against ITNL and the petitioners - liability for penal prosecution under the TNPID Act - amounts received by ITNL could be held to be “deposits” within the meaning of Section 2 (2) - ITNL is a financial establishment or not - private placement basis u/s 42 of the Companies Act. Whether entrustment of investigation to SFIO by the Central Government u/s 212 of the Companies Act bars the jurisdiction of other investigating agencies to proceed with investigation i....... + More
- 2021 (8) TMI 1233 - MADRAS HIGH COURT
Recovery of Income Tax Arrears - property mentioned was already attached in Form ITCP 16 by the Income Tax Department - mortgage in existence - priority over the charge - HELD THAT:- A perusal of the entire Rule would reveal that it is not an appeal or Revision. It is an investigation by the Tax Recovery Officer, which is contemplated. Therefore, any third person if involved in such transfer of property, which is declared as void under Section 281 of the Income Tax Act may submit an application for investigation by Tax Recovery Officer. Therefore, the statute does not assume that every third person is liable under the Income Tax Act. Schedule II Rule 11 of the Income Tax Act is a beneficial provision in respect of the person, who was otherwise cheated by any of the defaulter of tax arrears, who in turn can submit an application for furthe....... + More
- 2021 (8) TMI 1135 - HIMACHAL PRADESH HIGH COURT
Requirement to deposit Stamp Duty and Registration Fee - conversion of the petitioner from ‘Partnership Firm’ to ‘Limited Liability Partnership’ - permission to reflect such change of name in the revenue record granted - HELD THAT:- In view of provisions of Section 58(4)(b) of the Limited Liability Partnership Act, consequent upon conversion of firm to limited liability partnership, there is automatic vesting/transfer of all assets of firm to the LLP - Sub-section (4) of Section 58 of LLP Act starts with non- obstante clause ‘notwithstanding anything contained in any other law for the time being in force’. Therefore, principles of statutory vesting of properties will apply to the instant case as well. Necessity of execution of an instrument upon conversion of a partnership firm to limited liability part....... + More
- 2021 (8) TMI 723 - MADRAS HIGH COURT
Charge created in respect of a property in favour of the petitioner by the corporate debtor - petitioner claims to be a financial creditor of the corporate debtor in the NCLT proceedings - dispute exists between the petitioner and the first respondent - HELD THAT:- The NCLT, Chennai has sought to pass the buck. The order may also seen to be irreverent and verging on the contumacious to remind this court that while the NCLT functions on a time bound basis, the time element may not apply to court proceedings. To such extent, the NCLT may do well to stay within the bounds of its authority and adhere to the limits of propriety in conformity with the superior authority that this court exercises. It is for the NCLT to decide whether the matter before it ought to be decided or not, whether any injunction operates or impedes the progress of the m....... + More
- 2021 (8) TMI 721 - RAJASTHAN HIGH COURT
Seeking extension of time for making the payment of dividend to the remaining contributors - seeking directions regarding publishing of advertisements and notices and to make payment to advertisement agency from the fund of the company (In Liquidation) - HELD THAT:- The Official Liquidator is directed to make the payment of dividend to the remaining contributors strictly in accordance with law within a period of 60 days from today. The Official Liquidator shall be required to publish one more advertisement in daily news paper Rajasthan Patrika (Hindi) and Hindustan Times (English) through advertisement agency & publish the notice in Form No.63 under Rule 148(1) of the Companies (Court) Rules, 1959, while making the payment to advertisement agency from the fund of the company - Application disposed off. Seeking direction regarding typi....... + More
- 2021 (8) TMI 660 - TELANGANA HIGH COURT
Disqualification of directors - directors failed to file financial statements or annual returns for a continuous period of three years - Section 164(2) of Companies Act - HELD THAT:- Under Section 164(2) of the new legislation i.e., Act 18 of 2013, no such distinction between a ‘private company’ or a ‘public company’ is made and as per the said provision goes to show that no person who is or has been a director of a ‘company’, fails to file financial statements or annual returns for any continuous period of three financial years, will not be eligible for appointment as a director of a company. As already noted, the said provision, came into force with effect from 01.04.2014. Coming to the facts on hand, the 2nd respondent has disqualified the petitioners under Section 164(2)(a) of the Act 18 of 2013, fo....... + More
- 2021 (8) TMI 550 - CALCUTTA HIGH COURT
Suit for declaration and injunction - application filed under Order VII Rule 11 of the Code of Civil Procedure for rejection of the plaint - doctrine of estoppel - HELD THAT:- Sections 397 and 398 of the 1956 Act in cases of oppression and mismanagement and were similar in scope to Sections 241 and 242 of the 2013 Act. Since, admittedly, the CLB order was, inter alia, passed under the former provisions, the same operates as an issue estoppel against the plaintiffs from urging similar issues in the subsequent suit. The plaintiffs submitted to the jurisdiction of the CLB by participating in the proceeding before the CLB. The principle of res judicata squarely applies, since the CLB elaborately considered the family settlement/arrangement-in-question in the context of the transfer of the shares of both the companies - HCM and HF - in view of....... + More
- 2021 (8) TMI 305 - KARNATAKA HIGH COURT
Seeking for an order of winding up of the respondent-company - section 433(e) and (f) of the Companies Act, 1956 - HELD THAT:- It is to be noted that the claim as made by the petitioner-company as reflected at annexure "G" is not controverted. Annexure "G" is dated July 15, 2009 and the same is issued much earlier to the notice issued by the petitioner-company at annexure "J" dated April 22, 2010. Annexure "G" is self-explanatory and balance confirmation by the respondent-company is clear. The said document is not controverted by filing the statement of objections. It is also to be noticed that though the reply notice was made by the respondent-company as per annexure "K", there is no reference to the contents of annexure "G". Even after the present petition was filed, neither ob....... + More
- 2021 (7) TMI 1209 - BOMBAY HIGH COURT
Attachment of premises - Priority of charge/mortgage over the premises - priority over the dues of the Income Tax department or not - commencement of proceedings under the SARFAESI/Securitisation Act - Whether the secured debt assigned in favour of Petitioner has a priority over Government dues/tax dues? - HELD THAT:- The issue decided in the case of THE STOCK EXCHANGE, BOMBAY VERSUS VS. KANDALGAONKAR [2014 (10) TMI 368 - SUPREME COURT] while considering the question whether the lien exercised under Rule 43 of the Stock Exchange can be said to be a superior right to the Income Tax dues, which may become payable by virtue of the Stock Exchange being a secured creditor, has held that the Income Tax Act does not provide for any paramountcy of dues by way of Income Tax - Supreme Court while holding thus, referred to its own decision in the ca....... + More
- 2021 (7) TMI 1111 - GUJARAT HIGH COURT
Winding up petition - proceedings transferred to NCLT - Section 434(1)(c) of The Companies Act, 2013 - HELD THAT:- The exercise of extraordinary jurisdiction under Article 226 of the Constitution of India, in such cases of complex facts, financial statements & claims will be inappropriate and such question of facts may not be properly adjudicated at all under Article 226 of the Constitution of India. Such fact finding exercise necessarily should be undertaken by the appropriate fact finding Tribunal and Authorities. The winding up proceedings pending before the learned Company Judge are not at the advance stage of the winding up of the Company and the said proceedings are pending for long period since 1986 without much of the progress and that may be apparently because the Assets of the Company were sold in favour of M/s. Shree Indust....... + More
- 2021 (7) TMI 1110 - GUJARAT HIGH COURT
Settlement of the dues of Respondent No.9 - seeking to fix meeting with Time, Date and Venue fixed may be fixed by the Court to take further steps for settlement of dues - HELD THAT:- Let the meeting of these parties and other related parties as indicated in the Order dated 17.2.2021 passed by this Court take place at Bombay in the office of Respondent No.9 M/s. ASREC (India) Ltd., on 24th and 25th June 2021 at 11:00 a.m. It is expected that the concerned parties involved in this dispute particularly, Respondent No.5 and Respondent No.9 shall make it a point to convene and hold such meeting and proceed further in appropriate manner in the letter and spirit of the earlier directions of this Court and undertake the process of settlement of the dues as indicated in the said Order dated 17.2.2021. Let the Report of such meeting be filed by both these parties and be placed before this Court on the next date of hearing. List the matter again on 1.7.2021.
- 2021 (7) TMI 1067 - GUJARAT HIGH COURT
Validity of one time settlement - hurried settlement - auction price converted to term loan - various aspects ignored in winding up proceedings - petitioners herein are guarantors of the default unit M/s Ganpati Pulp and Paper Mills Ltd. - HELD THAT:- The hurried One Time Settlement of GSFC with SIL in favour of which even the major part of the auction price was converted into a term loan by GSFC and in the repayment of which, SIL defaulted, still instead of again taking over the assets and re-auctioning them, GSFC chose, for the reasons best known to it to enter into One Time Settlement with SIL at a mere ₹ 60 lakhs and that is a matter to be looked into by the NCLT. The said SIL is also said to have stopped its production activities and the assets of GPPML sold to it under Section 29 way back in the year 1990 are still in disuse o....... + More
- 2021 (7) TMI 1046 - CALCUTTA HIGH COURT
Recall of order - applicant was not impleaded as a party to the writ petition, for which the points raised in the recall application could not be properly represented before the court - re-activation of the Directors Identification Number (DIN) - HELD THAT:- In the present case, the challenge in the writ petition was that the DIN of the writ petitioner could not be deactivated since the writ petitioner had complied with the requirements to be complied with by the directors by filing annual reports and financial statements of the concerned financial years. However, it is specifically admitted in paragraph no. 18 of the writ petition that the petitioner is taking appropriate steps in respect of the marking of the respondent no. 4, that is, the Tirupathi Properties & Investment Private Limited as having management dispute. Thus, the mark....... + More
- 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 havin....... + More
- 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....... + More
- 2021 (7) TMI 461 - DELHI HIGH COURT
Seeking for reactivation of DIN/DSC of the Directors - disqualification of directors under Section 164 and 167 of the Companies Act, 2013 - HELD THAT:- In cases where directors have been disqualified prior to 7th May, 2018, the proviso to Section 167(1)(a) would not apply and the directors would continue to be directors in companies other than the defaulting company. The disqualification of such directors qua active companies would therefore be liable to be set aside and their DIN and DSC’s reactivated. Directors who have been disqualified post 7th May 2018, qua other `active’ companies - HELD THAT:- The DINs and DSCs of disqualified directors of struck off companies, who are also directors in active companies, may be reactivated qua the active companies, in line with the spirit of the CFSS-2020. Directors of ‘active&rsq....... + More
- 2021 (6) TMI 916 - GAUHATI HIGH COURT
Maintainability of suit - suit instituted by authorized person or not - Order VI Rule 14 as well as the provisions of Order XXIX Rule 1 CPC - right, title and interest over the suit land or not - recovery of possession of the suit land from the defendant - Whether the learned first appellate court while arriving at the finding that the suit has not been instituted by authorized person of the company overlooked the provisions of Order VI Rule 14 as well as the provisions of Order XXIX Rule 1 CPC? - HELD THAT:- The trial court decided the suit vide judgment and decree dated 22.3.2016. The order satisfying the criteria stipulated in Section 560(7) of the Companies Act, 1956 was passed on 4.10.2010 and on the strength of the said order the company received its ‘active’ status w.e.f. 30.10.2007 prior to the date of filing the suit ....... + More
- 2021 (6) TMI 800 - KERALA HIGH COURT
Disqualification upon the petitioners for acting as Directors of Companies - Sections 164(2)(a) and 167(1)(a) of the Companies Act, 2013 - Constitutionality of Section 164 and Section 167 - Section 164 and the Principles of Natural Justice - Section 164(2) whether retrospective - Impact of provisos to Section 164(2) & 167(1)(a) - Whether notice under Section 455(4) a sine qua non - Deactivation of DIN whether justified - case of petitioners is that the disqualification is mainly due to personal reasons. Constitutionality of Section 164 and Section 167 - HELD THAT:- The disqualification of Directors of a defaulting company for appointment as Directors in other companies, offends Article 19 of the Constitution, it was urged on behalf of the petitioners. The purpose of disqualification of defaulting Directors in other Companies is to mak....... + More
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