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Companies Law - High Court - Case Laws
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2023 (11) TMI 529
Refusal of registration of shares of the Respondents - ambit of Section 111A of Companies Act - sufficient cause for refusal to register shares or not - NCLAT directed the appellant to register the shares of respondents - HELD THAT:- The interpretation of the expression sufficient cause in the context of refusal by a Company to register shares has to be pragmatic, reasonable and in consonance with the purpose of the legislation. Moreover, it has to be kept in mind that the legislature deliberately used the expression sufficient cause in proviso to Section 111A (2) as against the expression contravention of any of the provision of law used in proviso to Section 111A (3) of the Companies Act, 1956. In the opinion of the Court, the import of the expression sufficient cause cannot be reduced to mean only violation or contraventi....... + More
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2023 (11) TMI 317
Transfer of pending proceeding to NCLT - substitution of ICICI Ltd to Edelweiss - HELD THAT:- A conjoint reading of Rule 5 of the notification dated 7th December, 2016 along with the decision in Citicorp International Limited v. Shiv-Vani Oil Gas Exploration Services Limited [ 2023 (7) TMI 1188 - DELHI HIGH COURT ] would show that in cases where the petition is not at an advanced stage, the matter is to be transferred to the NCLT. In the present petitions, apart from issuance of notice, no steps have been taken. None appear for the parties as well. Accordingly, the present petitions are directed to be transferred to the NCLT. List before the NCLT on 1st November 2023 - petition allowed.
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2023 (10) TMI 1259
Seeking transfer of winding up proceedings to National Company Law Tribunal (NCLT) - HELD THAT:- The said issue of transfer of pending cases has also been considered by this Court in Citicorp International Limited v. Shiv-Vani Oil Gas Exploration Services Limited [ 2023 (7) TMI 1188 - DELHI HIGH COURT ] wherein the Court relying on the decision of the Supreme Court in ACTION ISPAT AND POWER PVT. LTD. VERSUS SHYAM METALICS AND ENERGY LTD. [ 2020 (12) TMI 535 - SUPREME COURT ] has held that It is only where the winding up proceedings have reached a stage where it would be irreversible, making it impossible to set the clock back that the Company Court must proceed with the winding up, instead of transferring the proceedings to the NCLT to now be decided in accordance with the provisions of the Code. A conjoint reading of Ru....... + More
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2023 (10) TMI 1222
Seeking transfer of proceedings pending before High Courts relating to winding to the NCLT - HELD THAT:- Clearly, the winding up petition is at a nascent stage and no proceedings have been taken after the issuance of notice in these petitions. Only pleadings have been completed. In the meantime, the Companies Act, 1956 has been amended and a provision has been enacted for transfer of winding up proceedings pending before the High Courts. Transfer of proceedings pending before High Courts relating to winding to the NCLT has been provided in Section 434 of the Companies Act, 2013. The Supreme Court in ACTION ISPAT AND POWER PVT. LTD. VERSUS SHYAM METALICS AND ENERGY LTD. [ 2020 (12) TMI 535 - SUPREME COURT ], has held that winding up proceedings which have not reached an advanced stage ought to be transferred to the National Compa....... + More
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2023 (10) TMI 1221
Re transfer of shares on account of non fulfillment of MoU by Arcadia - whether the Arcadia can be restrained from taking any decision which will hamper the interest of Hexogon while protecting their right to two mortgaged flats? Grievance is when the full amount is not advanced, the transfer of shares of defendant nos. 5 and 6 are ineffective. HELD THAT:- The law is well settled in case of Life Insurance Corporation of India [ 1985 (12) TMI 289 - SUPREME COURT] and it is reiterated by the Division bench of this Court in case of Invesco Developing Markets Fund and Ors. [ 2022 (3) TMI 1175 - BOMBAY HIGH COURT] . Court cannot restrain holding of any Extra Ordinary General meeting. There are only certain exceptions, where Court can interfere and it can be only when procedural and numerical requirements are not fulfilled. The Div....... + More
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2023 (10) TMI 1220
Seeking transfer of proceedings pending before High Courts relating to winding to the NCLT - HELD THAT:- The petition was filed some time in 2015 and since then, the pleadings have been completed in the matter. However, no further orders have been passed. In the meantime, the Companies Act, 1956 has been amended and a provision has been enacted for transfer of winding up proceedings pending before the High Courts. Transfer of proceedings pending before High Courts relating to winding to the NCLT has been provided in Section 434 of the Companies Act, 1956. The Supreme Court in ACTION ISPAT AND POWER PVT. LTD. VERSUS SHYAM METALICS AND ENERGY LTD. [ 2020 (12) TMI 535 - SUPREME COURT] , has held that winding up proceedings which have not reached an advanced stage ought to be transferred to the National Company Law Tribunal (NCLT). ....... + More
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2023 (10) TMI 1002
Failure to get its cost accounting records to be audited by a Cost Auditor and failed to file Cost Audit Report to the Central Government - time limitation for filing such reports - violation of Section 148(8) of Companies Act, 2013 - HELD THAT:- According to the notice sent by the Registrar of Companies, it was observed from the records of the accused company that the cost audit report was not filed with the Central Government for the financial year ending 31.03.2014 within the stipulated time. The period of limitation is dealt under Code of Criminal Procedure under Section 468 to 473. Admittedly, punishment prescribed under the Section 147 of the Companies Act is one year in the present facts of the case. Accordingly, under Section 468 of Cr.P.C, the period of limitation for an offence punishable is one year under Section 468(2)(b....... + More
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2023 (9) TMI 1104
Complaint against fraudulent and illegal siphoning of funds - running Ponzi Scheme in the name of illegal Assured Return - Validity of second complaint / FIR on the same issue which was already pending - Maintainability of impugned FIR and the proceedings emanating therefrom - pendency of earlier SFIO proceedings initiated pursuant to first complaint to the Central Government(MCA) on 14.10.2021 under Section 212 of Companies Act, 2013 - allegation made in first complaint and second complaint are same or not - effects of the provisions contained in Section 212 of the Act. HELD THAT:- In the opinion of this Court, it could not have been the intention of the legislature for allowing any parallel proceedings to be conducted by any other agency as it would not only be futile but also entail more confusion and trouble, particularly if t....... + More
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2023 (9) TMI 1072
Oppression and mismanagement - Seeking an injunction to restrain the defendants from enforcing an anti-suit permanent injunction order passed by the High Court of Singapore - NCLT is the only appropriate and competent forum to decide the disputes and grievances raised by the plaintiff, pertaining to oppression and mismanagement against the defendants or not - balance of convenience - HELD THAT:- This Court is conscious of the position of law and the principles laid down in the said judgment, in the case of MODI ENTERTAINMENT NETWORK ANR. VERSUS W.S.G. CRICKET PTE. LTD. [ 2003 (1) TMI 734 - SUPREME COURT] , particularly when parties have agreed to submit to a foreign Court or forum for resolution of disputes. In such circumstances, as in the present case, the plaintiff seeking to restrain proceedings before such chosen foreign Court o....... + More
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2023 (9) TMI 529
Imposition of stamp duty and registration fee - change of name of a company with the approval of Registrar of Companies, would amount to transfer of assets of the company or not - HELD THAT:- This Court find that the Division Bench has held that mere acquiring of equity share capital of Company does not amount to transfer, assignment or parting with the possession or any other rights of the allottee Company, neither with the plot in question nor structure in existence thereon. Acquiring of equity share capital of the allottee Company by the petitioner also does not contravene the conditions contained in Clause 2(xi) of the conveyance deed. Reliance placed in the case of JSTI Transformers [ 2022 (4) TMI 1480 - HIMACHAL PARDESH HIGH COURT ] where reliance was placed in Reckitt Benckiser (India) Private Limited [ 2020 (9) TMI 80 - HIM....... + More
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2023 (9) TMI 528
Petition for winding up of company - umbrella guarantee - Recovery against the Guarantor of the loan for default in payment by the company - whether the defence raised by the Respondent in the Company Petition was genuine and whether there was a serious dispute about the debt? - HELD THAT:- In the case of NEELKANTH DEVANSH DEVELOPERS PRIVATE LIMITED VERSUS URBAN INFRASTRUCTURE VENTURE CAPITAL LIMITED [ 2016 (5) TMI 884 - BOMBAY HIGH COURT] , a Division Bench of this Court while dealing with Company Appeal wherein the order of learned Single Judge in Company petitions was challenged and it was held that This Court therefore while exercising its appellate jurisdiction under Clause 15 of the Letters Patent Act is not expected to interfere with the order passed by the learned Single Judge, unless it comes to the conclusion that the findin....... + More
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2023 (9) TMI 363
Deed of pledge of shares - voting right - whether the rights of a Pledgee limited to those prescribed in Section 176 of the Contract Act? - whether the Deed of Pledge can include terms governing the pledge over and above those contained in Sections 172 to 179 of the Contract Act? Seeking injunction restraining the defendant from exercising rights including voting rights in respect of the suit shares - restraint from transferring, alienating, creating any third party rights in respect of the suit shares - injunction restraining from interfering and/or seeking to participate in the management and affairs of the Defendant/Respondent No. 3 by claiming rights under the suit shares. HELD THAT:- It is the Plaintiff s contention that the conferring of voting rights upon the Pledgee by the contract i.e. the Pledge Deeds would constitut....... + More
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2023 (9) TMI 362
Legality of Look Out Circular issued by the Bank of Baroda - permission to travel abroad - HELD THAT:- In the instant case most of the transactions have taken place post the Petitioner s resignation and the Petitioner is being sought to be held as a hostage in the country only for the purpose of recovery of money which is payable by the Company-Lloyd Electric and Engineering Limited. The Petitioner s movement has been severely impeded from June, 2022 i.e., for more than one year when the Petitioner is not even an accused in any FIR - A mere probability/possibility that a person might ultimately be made an accused cannot be the sole basis for opening a Look Out Circular which has the effect of impeding the movement of a citizen and which takes away its right to travel abroad which has been elevated as a fundamental right under Article 2....... + More
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2023 (9) TMI 310
Removal of attachment in respect of secured property belonging to the 2nd respondent - attachment made for recovery of public dues - sale certificate issued with encumbrances - procedures followed by the Bank under the provisions of the SARFAESI Act and Rules are proper or otherwise - whether the claim of secured creditor will prevail over Crown's debts? - HELD THAT:- There is no proof on record filed by the petitioner to show that the sale certificate was properly sent by the Authorised Officer to the 3rd respondent for making entries as contemplated under Section 89(4) of the Registration Act. In the absence of any such proof, the relief as such sought for against the 3rd respondent is not entertainable and is pre-mature. The 1st respondent has further stated that the Writ of Mandamus is not maintainable since the entry in the En....... + More
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2023 (9) TMI 309
Criminal conspiracy - deceive the banks - committing a criminal breach of trust and faith - vicarious liability - It is submitted that Petitioner were never being the Director of the accused companies - Directors of associate companies are liable for punishment as per sub Section (9) of Section 212 of the Companies Act, 1956 or not - HELD THAT:- On perusal of the Investigation report, it is seen that there is no specific averment that the petitioners were in charge of and responsible to the Companies for the conduct of its business at the time of commission of the offence. In the instant case, except the fact that the petitioners are wife and brother of the Director, nothing has been produced by the complainant showing that the petitioners were controlling the day-to-day affairs of the Company. With regard to the nature of charge ag....... + More
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2023 (9) TMI 308
Prosecution proceedings against the Directors of the company - Falsification of accounts of A1 Company for the financial year 2001 2002 to 2007 2008 - whether the Petitioners / Directors of the Companies during the relevant period, false statements made wilfully knowing them to be false? - HELD THAT:- On perusal of the records, it is seen that the falsification is alleged to have been done on 27.12.2010 and the same was submitted on 20.05.2011. In the complaint, date of resignation of the respective petitioners, and cessation of being directors given, which is not disputed by the complainant, which would clearly confirm that they resigned from the Directorship much before the alleged commission of offence and to that effect, the petitioners filed Form 32 with the Registrar of Companies - there is no specific averment of any irregul....... + More
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2023 (8) TMI 1326
Seeking stay on auction sale - right over the Disputed Land - Administrator contended that the alleged sales are void against the Company and the Official Liquidator because they were subsequent to the commencement of winding up and not bona fide - HELD THAT:- The Company asserts title through the MOU, the GPAs, the sale receipts, the deeds of undertaking, and on the basis of being in possession of parent documents. The MOU was executed by the Company and a local intermediary, namely, Mr.T.V.Pattan. The terms and conditions disclose that Mr.T.V.Pattan was responsible for procuring 200 acres of land and 20% of the total amount was agreed to be paid as advance. The agreed price was Rs.11,250 per acre. It is further provided in the MOU that Mr.T.V.Pattan agreed to hand over all the original documents relating to the respective lands at th....... + More
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2023 (8) TMI 555
Auction of assets of company under liquidation - Refusal to extend the period for depositing the amount offered by the present appellant towards sale consideration - HELD THAT:- It is an admitted fact that the present applicant was supposed to deposit an amount of Rs. 73,23,30,000/- within a period of thirty days starts from the intimation of confirmation of the tender which was on 02.02.2023. The amount was to be paid on or before 03.03.2023. It is pertinent to note that the learned Single Judge, by an order dated 02.03.2023, that is, one day prior to the completion of the aforesaid period, granted thirty days time to deposit the entire amount. But, only Rs. 37 Crores was paid by the applicant. It is true that, under Clause 13.3 of the Terms and Conditions of the Approved E-Auction, High Court has the right to rescind, amend, delete, ....... + More
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2023 (8) TMI 554
Seeking transfer of present petition to the National Company Law Tribunal [NCLT] - It is submitted that since no effective steps have been taken in the present matter pursuant to the appointment of the Provisional Liquidator, as such the present matter may be transferred to the NCLT - Section 434 (1)(c) of the Companies Act, 2013. HELD THAT:- The Supreme Court in ACTION ISPAT AND POWER PVT. LTD. VERSUS SHYAM METALICS AND ENERGY LTD. [ 2020 (12) TMI 535 - SUPREME COURT] held that So long as no actual sales of the immovable or movable properties have taken place, nothing irreversible is done which would warrant a Company Court staying its hands on a transfer application made to it by a creditor or any party to the proceedings. It is only where the winding-up proceedings have reached a stage where it would be irreversible, maki....... + More
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2023 (8) TMI 132
Challenge to NCLT against striking off of companies - grievance of the petitioners is that despite having been struck off, the shell companies have been transacting with shares of the petitioner no. 1, thereby adversely affecting the commercial interests of the petitioner no. 1-Company, which amounts to financial fraud and corporate offence - HELD THAT:- A perusal of Section 248 of the 2013 Act indicates that the same merely extends up to the striking off of a company if it is not carrying on any business or operation for a period as stipulated in Section 248(1). Upon taking the steps as contemplated in sub-sections (1) to (4) of Section 248, the Registrar, under sub-section (5) thereof, may strike off the name of the company from the Register of Companies and publish a notice in the Official Gazette, upon which the company stands diss....... + More
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