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- 2020 (11) TMI 851 - NATIONAL COMPANY LAW TRIBUNAL , KOCHI BENCH
Restoration of name of the Company in the Register of Companies, maintained by the Registrar of Companies - Section 252 of the Companies Act, 2013 - HELD THAT:- The provision pertaining to the restoration of the name of the Company as provided in Section 252 (3) of Companies Act. I had gone through the report dated 06.07.2020 submitted by Registrar of Companies in the instant appeal. I have also gone through the latest Balance Sheets and Financial Statements of the Company for the year ending 31st March 2019 and also the Income Tax Return Acknowledgment for the Assessment Year 2019-20. I have given careful consideration to the submission made by the learned counsel for the Appellant in regard to the production of NOC etc. This Tribunal is of the opinion that it would be just and equitable to order restoration of the name of the Company in....... + More
- 2020 (11) TMI 804 - NATIONAL COMPANY LAW TRIBUNAL , NEW DELHI
Approval of Scheme of Arrangement by way of Demerger - section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT:- Directions issued for convening of various meetings - directions regarding issuance of various notices issued. Application allowed.
- 2020 (11) TMI 803 - NATIONAL COMPANY LAW TRIBUNAL CHENNAI BENCH
Approval for composite scheme of arrangement and amalgamation - Section 230-232 of Companies Act, 2013 - HELD THAT:- This Tribunal is of the considered view that the scheme as contemplated amongst the petitioner companies seems to be prima facie beneficial to the company and will not be in any way detrimental to the interest of the shareholders of the company. In view of absence of any other objections having been placed on record before this Tribunal and since all the requisite statutory compliances having been fulfilled, this Tribunal sanctions the scheme of arrangement appended as annexure "A1" with the company petition as well as the prayer made therein. Learned senior counsel for the petitioner-companies submitted that no investigation proceedings are pending against the transferor or transferee companies under the provisio....... + More
- 2020 (11) TMI 757 - NATIONAL COMPANY LAW TRIBUNAL HYDERABAD BENCH
Oppression and Mismanagement - Extraordinary General Meeting held or not - It is the case of the petitioner that there was no extraordinary general meeting for passing resolution for sale of a major portion of the land held by respondent No. 1-company - HELD THAT:- The alleged agreement of sale was not produced before the Advocate Commissioner. Not only the said document was not produced before the Advocate Commissioner, but even before the Tribunal it was not furnished. It is not known why respondents Nos. 1 to 4 are withholding the said document from being produced. The petitioner being a shareholder is entitled to have the information related to sale of a big chunk of land of respondent No. 1-company. The majority shareholders are running the company. Thus, the petitioner, a minority shareholder is being oppressed. Thus, neither proof ....... + More
- 2020 (11) TMI 756 - NATIONAL COMPANY LAW TRIBUNAL HYDERABAD BENCH
Transfer and registration of shares - deletion of entries made in furtherance to conversion of 2,00,00,000 partly up equity shares into fully paid-up equity shares - It is submitted that the petitioner is coercing the respondents to buy at exorbitant price, its 2,40,70,000 shares which were purchased by the petitioner from various banks during 2011-12 at an average price of ₹ 1.11 per share - HELD THAT:- Partly paid-up shares were issued in 2003-04, which was long prior to the applicant purchasing the shares of respondent No. 1-company from the banks. The petitioner is aware of the authorised capital of respondent No. 1-company. There is no irregularity in calling for conversion of partly paid shares into fully paid shares, because respondent No. 1-company needed money for payment to the banks to avoid proceedings under the SARFAESI....... + More
- 2020 (11) TMI 683 - NATIONAL COMPANY LAW TRIBUNAL , NEW DELHI BENCH
Restoration of the name of the Respondents Company in the register maintained by the Registrar of Companies - Section 252(3) of the Companies Act, 2013 - HELD THAT:- The provisions pertaining to restoration of the name of the company has been provided in Section 252 of the Companies Act, 2013 which includes that, if it is just and equitable to restore the name of the respondent- company in the Registrar of Companies, it may direct the RoC to restore the name in its Register - The appellant Income-tax hasbeen able to satisfy this Bench that they are the aggrieved party within the meaning of Sec.252(1) read with Section 252(3) of Companies Act, 2013 and great prejudice will be caused to Revenue and public at large, if the name of the respondent company is not restored back. The Appellant has filed its affidavit of service on 05.02.2020, whe....... + More
- 2020 (11) TMI 682 - NATIONAL COMPANY LAW TRIBUNAL , MUMBAI BENCH
Approval of Scheme of Arrangement for the demerger - Section 230-232 of Companies Act - HELD THAT:- Direction for dispensation of various meetings issued - directions for issuance of various meetings issued - application disposed off.
- 2020 (11) TMI 681 - NATIONAL COMPANY LAW TRIBUNAL , KOCHI BENCH
Approval of scheme of amalgamation - Section 230-232 of the Companies Act, 2013 - HELD THAT:- In compliance of Sub-Section(5) of Section 230 of the Act and Rule 8 of the Companies (CAA) Rules, 2016, all the applicant companies shall send notices under Sub-Section (3) of Section 230 read with Rule 6 of the Rules with a copy of the Scheme of Arrangement, the explanatory statement and the disclosures mentioned in Rule 6 to (a) the Central Government through the Regional Director, South Eastern Region; (b) the Registrar of Companies, Kerala and (c) the Income Tax Authorities immediately at any rate within a week from the date of receipt of this order. The said notices be sent either by Registered Post or by Speed Post or by Hand Delivery at the Offices of the authorities as required by Sub Rule (2) of Rule 8 of the Rules. The aforesaid author....... + More
- 2020 (11) TMI 680 - NATIONAL COMPANY LAW TRIBUNAL , NEW DELHI BENCH
Restoration of name of the company in the Register of Companies - Section 252 of the Companies Act, 2013 - HELD THAT:- The Appellant has submitted sufficient evidence that it has been in operation during the period preceding strike off, therefore it could not be termed as a defunct company as per section 252 of the Act. Thus, taking into consideration the provisions of Section 252(1) of the Companies Act, 2013, which vests this Tribunal with a discretion where the Company, whose name has been struck off, and such Company is able to demonstrate that it is just to do so, can restore the name of the Company, in the Register and in the interest of all stakeholders, including the Appellant itself, who seeks restoration of the name of the Company in the register maintained by Registrar of Companies, the company deserve to be restored. Application restored - appeal allowed.
- 2020 (11) TMI 679 - NATIONAL COMPANY LAW TRIBUNAL , CHENNAI BENCH
Approval of Scheme of Amalgamation - section 230 and 232 of the Companies Act, 2013 r/w the Companies (Compromises, Arrangements and Amalgamations) Rules 2016 - HELD THAT:- Perusal of the scheme shows that the accounting treatment is in conformity with the established accounting standards. In short, there is no apprehension that any of the creditors would lose or be prejudiced if the proposed scheme is sanctioned. The said Scheme of Amalgamation will not cast any additional burden on the stakeholders and also will not prejudicially affect the interests of any class of the creditors in any manner. The Appointed date of the said Scheme is 01st April, 2018 - Petitioner Companies have stated that the scheme Proposed does not fall within the ambit of sections 5 and 6 of the Competition Act, 2002. The scheme does not require any modification as....... + More
- 2020 (11) TMI 632 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL, NEW DELHI
Transmission of shares - estoppel by conduct - Appellants are alleging that the respondents are putting pressure on the Appellants for transmission of 5000 equity shares erstwhile held by Mr. Mondal in the Appellant No.1 Company without complying with the Indian Laws Intestate Succession - HELD THAT:- It is very much clear that both the Appellants and the Respondents are known to each other for a long time and knows each other families also. It is not in dispute that the Appellant No.2 has purchased the share of California, US based Company on the same identity from the Respondents. It is also not in dispute that in the objections filed by the Appellant before the Tribunal, they have not raised the issue of mother as an inheritor. The Appellants (Respondent at Tribunal) have raised only the issue of production of probate and appropriate l....... + More
- 2020 (11) TMI 631 - NATIONAL COMPANY LAW TRIBUNAL , CHANDIGARH BENCH
Permission to file written submissions - HELD THAT:- Issue notice of this application to the respondents. Mr. Rohit Sud, the learned counsel accepts notice for all the legal heirs of the second respondent-Mr. Ashwini Chopra except for Mrs. Sudarshan Chopra. Mr. Ekansh Mishra, the learned counsel accepts notice for respondents No. 1, 3, 4 & 6. The applicant's counsel shall collect the notices from the Registry and send the same by speed post immediately to all respondents attaching therewith copy of the application and the entire paper book and the copy of this order. List on 21.09.2020.
- 2020 (11) TMI 547 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL, NEW DELHI
Transfer of Equity Shares - Section 56 of the Companies Act, 2013 - specific case of the Appellant is that in the ‘Share Transfer Form’ SH- 4 furnished by the Respondent, the distinctive number of the share was not mentioned, corresponding certificate numbers were not mentioned, witness signature and name was not found, the Transferee’s details was not mentioned - HELD THAT:- It is the version of the Respondent that the Appellants’ ‘Grounds of Appeal’ and the ‘Questions of Law’ are based on non-existent ‘Articles of Association’ dated 18.02.1992 which is a forged and fabricated document with a view to mislead this Tribunal in reversing the findings of the impugned order. For the fraudulent acts committed by the Company and its Directors an investigation is to be ordered and a dir....... + More
- 2020 (11) TMI 532 - NATIONAL COMPANY LAW TRIBUNAL BENGALURU BENCH
Reduction of capital - repayment of excess capital - sections 66 and 52 of the Companies Act, 2013, read with the National Company Law Tribunal (Procedure for Reduction of Share Capital of the Company) Rules, 2016, and the applicable provisions of the National Company Law Tribunal Rules, 2016 - HELD THAT:- Section 66 of the Companies Act, 2013, deals with reduction of share capital of a company limited by shares or guarantee, after applying to the Tribunal, and based on a special resolution passed by the board of directors in this regard. This section provides for reduction of share capital either through extinguishment or reduction of the liability on any of the shares of a company in respect of the share capital which is not paid-up, or on cancellation of any paid-up share capital which is lost or is unrepresented by available assets, o....... + More
- 2020 (11) TMI 517 - NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCHI
Sanction of Scheme of Amalgamation - sections 230 to 232 and other applicable provisions of the Companies Act, 2013 - HELD THAT:- From the material on record, the scheme appears to be fair and reasonable and does not violate of any provisions of law and is not contrary to public policy. Since all the requisite statutory compliances have been fulfilled, Petition is made absolute in terms of prayer made in the petition. Hence ordered. The scheme, with the appointed date fixed as August 1, 2018 placed at page Nos. 196 to 211, annexure F to the company scheme petition is hereby sanctioned. It shall be binding on the petitioner and the companies involved in the scheme and all concerned including their respective shareholders, secured creditors, unsecured creditors/trade creditors and employees - application allowed.
- 2020 (11) TMI 516 - NATIONAL COMPANY LAW TRIBUNAL BENGALURU BENCH
Sanction of Amalgamation Scheme - sections 230 to 232 of the Companies Act, 2013 read with rule 15(1) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - HELD THAT:- It has been stated by the Regional Director that, on a consideration of the materials on record, the scheme of amalgamation appears to be fair, reasonable and is not detrimental against the members or creditors or contrary to public policy and the same can be approved. In his report, the Regional Director, MCA has concluded that the scheme appears to be fair, reasonable and not detrimental against the members or creditors or contrary to public policy and the same can be approved. The scheme in question will enable consolidation of all companies indirectly and jointly held by the HMK group and RR group, and helps in streamlining operations, reducing ov....... + More
- 2020 (11) TMI 440 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL , NEW DELHI
Waiver of the requirements for filing Company Petition - Oppression and Mismanagement - Section 241 read with Section 244 of Companies Act - removal of the First Director form the management of the company - HELD THAT:- It is undisputed that the Respondent was managing the affairs of the appellant No.1 as managing director as per Joint Venture Agreement dated 20.1.2020 and the same was not incorporated in the AoA of appellant No.1. The notice circulated on 6.5.2019 and resolution passed on 14.5.2019 also establishes that one of the Agenda items was to withdraw the rights, powers, privileges of Respondent as Managing Director. Therefore, it cannot be ignored that Respondent was Managing Director of the appellant No.1. It is not disputed that the Respondent is member of appellant No.1 and holding 0.04% shareholding. It is also not disputed ....... + More
- 2020 (11) TMI 390 - NATIONAL COMPANY LAW TRIBUNAL , KOCHI BENCH
Approval of Amalgamation scheme - Section 230 to 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules,2016 and National Company Law Tribunal Rules 2016 - dispensation with the convening, holding and conducting of various meetings - issuance of notices as per the provisions of Section 230(5) of the Companies Act 2013 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 - whether the Tribunal has power to dispense with the meetings of the shareholders/secured/unsecured creditors of both the Companies? - HELD THAT:- In the present applications, it is stated that the Transferor Company is a direct wholly-owned subsidiary of the Transferee Company and in the proposed Scheme of Amalgamation, the entire assets and liabilities of the Transferor Company will be take....... + More
- 2020 (11) TMI 359 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL , NEW DELHI
Redemption of Debentures - main contention of the Appellant is that NCLT did not specifically address to ‘the prayer for repayment’ but rather gave a direction to explore all possibilities of settlements of claims of Petitioners and granted six months’ time, which is ultra vires to Section 71(8) and Section 71(10) of the Companies Act, 2013 - Whether the provisions under Section 71(10) of the Companies Act 2013 was adhered to by NCLT while disposing of the Petition? HELD THAT:- It is significant to mention that Section 71(11) of the Companies Act, 2013 speaks of ‘Penalty for Default’. Section 71(12) provides ‘a contract with a Company to take up & pay for any debentures of the Company may be enforced by a decree of ‘Specific Performance’ ’. As a matter of fact, Section 73 of the NC....... + More
- 2020 (11) TMI 358 - NATIONAL COMPANY LAW TRIBUNAL , KOCHI BENCH
Enlargement of period of payments by granting 6 more months’ time to make the first tranche of payments and to make subsequent tranches payments with 6 months difference each - HELD THAT:- It is clear from the very language of the Office Memorandum that the same has been issued in the limited context of disruption of supply chains, and contractual breach occurring therefrom. The Memorandum of Settlement is undoubtedly neither a procurement contract nor any such class of contract where a 'disruption of the supply chains' would result in a breach of the contract between the parties. It is merely a settlement agreement under which the Respondents herein have withdrawn pending legal proceedings against the Applicants and the Applicants have undertaken the reciprocal obligation of purchasing the shares of the Company held by the ....... + More