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Companies Law - Case Laws
Showing 261 to 280 of 14643 Records
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2023 (2) TMI 786
Seeking dissolution of company - section 481 of the Companies Act, 1956 - HELD THAT:- On perusal of the record of this report and in facts of this case and considering the ratio laid down by the Apex Court in the case of MEGHAL HOMES (P.) LTD. VERSUS SHREE NIWAS GIRNI KK. SAMITI [2007 (8) TMI 447 - SUPREME COURT], the report deserves to be accepted, where it was held that This court do appreciate this aspect of the matter, having taken the view 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 Company, named, M/s. Mansukhram Textile Mills Pvt. Ltd. (In Liquidation) is hereby dissolved under Section 481 of the Act and the Official Liquidator attached to this Court stands discharged and is relieved as liquidator of M/s. Mansukhram Textiles Mills Pvt. Ltd.(In Liquidation).
Application allowed.
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2023 (2) TMI 785
Seeking restoration of the name of the Company in the Register maintained by the Registrar of Companies (RoC), NCT of Delhi and Haryana - name was struck off on the ground that the company has done no business or operation for two immediately preceding financial years from the date of notice - HELD THAT:- The Audited Financial Statements for the Financial Years from 2014-15 to 2015-16 shows that the Appellant Company is having substantial movable as well as immovable assets and the Company was/is in operation when the name was struck off. Therefore, it cannot be said that the Appellant Company is not carrying on any business or operations. Hence, the order passed by the National Company Law Tribunal (New Delhi Bench, Court-II) as well as Registrar of Companies, NCT of Delhi & Haryana is not sustainable in law.
The name of the Appellant Company be restored to the Register of Companies subject to the compliances fulfilled - application allowed.
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2023 (2) TMI 770
Winding up of company - Sections 271 and 272 of the Companies Act, 2013 - HELD THAT:- On going through the pleadings made on behalf of the parties and also the Judgment passed by Hon’ble three Member Bench of this Tribunal in the case of REGISTRAR OF COMPANIES NCT DELHI AND HARYANA VERSUS APOORVA LEASING FINANCE & INVESTMENT CO LTD, UNION OF INDIA, THROUGH THE SECRETARY, MINISTRY OF CORPORATE AFFAIRS, NEW DELHI [2019 (12) TMI 1634 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL, NEW DELHI] which has attained finality as the Civil Appeal has also been dismissed by the Hon’ble Supreme Court in UNION OF INDIA VERSUS APOORVA LEASING FINANCE AND INVESTMENT CO LTD AND ANOTHER [2021 (1) TMI 1293 - SC ORDER], it is found that facts of the instant Appeal are same and identical to the case which was dismissed by this Appellate Tribunal vide in the case of “Registrar of Companies Vs. Apoorva Leasing Finance & Investment Company Limited and Another”.
Supreme Court held that it only needs to be clarified that the order of the NCLAT, which had come to the conclusion that there was a violation of the principles of natural justice in adhering to the provisions of Section 272(4) of the Companies Act 2013, will not come in the way of the appellant taking recourse to the remedies available in law after following due process.
There is no merit in the Appeal, the instant Appeal is hereby dismissed.
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2023 (2) TMI 769
Winding up of company - Sections 271 and 272 of the Companies Act, 2013 - HELD THAT:- On going through the pleadings made on behalf of the parties and also the Judgment passed by Hon’ble three Member Bench of this Tribunal in the case of REGISTRAR OF COMPANIES NCT DELHI AND HARYANA VERSUS APOORVA LEASING FINANCE & INVESTMENT CO LTD, UNION OF INDIA, THROUGH THE SECRETARY, MINISTRY OF CORPORATE AFFAIRS, NEW DELHI [2019 (12) TMI 1634 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL, NEW DELHI] which has attained finality as the Civil Appeal has also been dismissed by the Hon’ble Supreme Court in UNION OF INDIA VERSUS APOORVA LEASING FINANCE AND INVESTMENT CO LTD AND ANOTHER [2021 (1) TMI 1293 - SC ORDER], it is found that facts of the instant Appeal are same and identical to the case which was dismissed by this Appellate Tribunal vide in the case of “Registrar of Companies Vs. Apoorva Leasing Finance & Investment Company Limited and Another”.
Supreme Court held that it only needs to be clarified that the order of the NCLAT, which had come to the conclusion that there was a violation of the principles of natural justice in adhering to the provisions of Section 272(4) of the Companies Act 2013, will not come in the way of the appellant taking recourse to the remedies available in law after following due process.
There is no merit in the Appeal, the instant Appeal is hereby dismissed.
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2023 (2) TMI 768
Winding up of company - Sections 271 and 272 of the Companies Act, 2013 - HELD THAT:- On going through the pleadings made on behalf of the parties and also the Judgment passed by Hon’ble three Member Bench of this Tribunal in the case of REGISTRAR OF COMPANIES NCT DELHI AND HARYANA VERSUS APOORVA LEASING FINANCE & INVESTMENT CO LTD, UNION OF INDIA, THROUGH THE SECRETARY, MINISTRY OF CORPORATE AFFAIRS, NEW DELHI [2019 (12) TMI 1634 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL, NEW DELHI] which has attained finality as the Civil Appeal has also been dismissed by the Hon’ble Supreme Court in UNION OF INDIA VERSUS APOORVA LEASING FINANCE AND INVESTMENT CO LTD AND ANOTHER [2021 (1) TMI 1293 - SC ORDER], it is found that facts of the instant Appeal are same and identical to the case which was dismissed by this Appellate Tribunal vide in the case of “Registrar of Companies Vs. Apoorva Leasing Finance & Investment Company Limited and Another”.
Supreme Court held that it only needs to be clarified that the order of the NCLAT, which had come to the conclusion that there was a violation of the principles of natural justice in adhering to the provisions of Section 272(4) of the Companies Act 2013, will not come in the way of the appellant taking recourse to the remedies available in law after following due process.
There is no merit in the Appeal, the instant Appeal is hereby dismissed.
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2023 (2) TMI 767
Winding up of company - Sections 271 and 272 of the Companies Act, 2013 - HELD THAT:- On going through the pleadings made on behalf of the parties and also the Judgment passed by Hon’ble three Member Bench of this Tribunal in the case of REGISTRAR OF COMPANIES NCT DELHI AND HARYANA VERSUS APOORVA LEASING FINANCE & INVESTMENT CO LTD, UNION OF INDIA, THROUGH THE SECRETARY, MINISTRY OF CORPORATE AFFAIRS, NEW DELHI [2019 (12) TMI 1634 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL, NEW DELHI] which has attained finality as the Civil Appeal has also been dismissed by the Hon’ble Supreme Court in UNION OF INDIA VERSUS APOORVA LEASING FINANCE AND INVESTMENT CO LTD AND ANOTHER [2021 (1) TMI 1293 - SC ORDER], it is found that facts of the instant Appeal are same and identical to the case which was dismissed by this Appellate Tribunal vide in the case of “Registrar of Companies Vs. Apoorva Leasing Finance & Investment Company Limited and Another”.
Supreme Court held that it only needs to be clarified that the order of the NCLAT, which had come to the conclusion that there was a violation of the principles of natural justice in adhering to the provisions of Section 272(4) of the Companies Act 2013, will not come in the way of the appellant taking recourse to the remedies available in law after following due process.
There is no merit in the Appeal, the instant Appeal is hereby dismissed.
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2023 (2) TMI 737
Appointment of arbitrator - the submission is, the appointment of Mr. AJ as sole Arbitrator is against the ethos and spirit of the Act and the continuation of the proceedings by him is bad in law and therefore, this Court shall terminate his mandate and stay the ongoing arbitration proceedings.
HELD THAT:- The petitioner never raised a challenge as contemplated u/s.13 of the Arbitration and Conciliation Act, but he requested the arbitrator to keep the proceedings in abeyance as he has already instituted the proceedings, seeking termination of his mandate u/s.14 of the Act. The Arbitrator has rightly taken note of this disharmony and conferred a liberty upon the petitioner to file an application u/s.12 r/w Section 13, if at all he wanted to challenge his appointment.
In the peculiar situation, where the objection raised by the petitioner deserve any consideration, is no more res-integra as it has been put to rest in case of SHEETAL MARUTI KURUNDWADE VERSUS METAL POWER ANALYTICAL (I) PVT LTD. AND ORS. [2017 (3) TMI 1911 - BOMBAY HIGH COURT], where the position for counsel is highlighted which states that no arbitrator should be involved in any manner with one of the parties to the dispute or a partner with a lawyer or law firm appearing in the arbitration, or representing the law firm or lawyer personally.
Thus, there is no need to further deliberate upon the issue, as the observations made in case of Sheetal Maruti Kurundwade are agreed upon, there is no clash of interest of the Arbitrator because as a counsel, he had represented the Advocate representing the opposite party - the objection cannot survive and has been rightly turned down by the learned Arbitrator.
The present petition, seeking termination of the mandate of the arbitrator, therefore, cannot be entertained and is dismissed.
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2023 (2) TMI 736
Seeking restoration of the name of the Company in the Register maintained by the Registrar of Companies (RoC), NCT of Delhi and Haryana - HELD THAT:- In view of the fact that the Audited Financial Statements for the Financial Years from 2013-14 to 2019-20 and Audited Balance Sheets for the Financial Years 2015-16, 2016-17 & 2017-18 shows that the Appellant Company is having substantial movable as well as immovable assets. Therefore, it cannot be said that the Appellant Company is not carrying on any business or operations. Hence, the order passed by the National Company Law Tribunal (New Delhi Bench, Court-II) as well as Registrar of Companies, NCT of Delhi & Haryana is not sustainable in law.
The name of the Appellant Company be restored to the Register of Companies subject to the compliances imposed - appeal allowed.
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2023 (2) TMI 672
Seeking restoration of the name of the Appellant Company in the register maintained by the Registrar of Companies (RoC), NCT of Delhi and Haryana - HELD THAT:- In view of the fact that the Appellant Company was in some disputes and death of the Managing Director, the company could not file its Annual Returns. Further, the Appellant Company has regularly paid payment of Taxes and having valid Sale Deeds dated 20.09.1972, 20.12.1972 & 21.03.1975 and the Municipal Corporation of Faridabad has issued an Encumbrance Certificate dated 04.09.2019, it shows that the land in which the factory of the Company is located, is currently the name of the Company and also having huge assets of the Company.
The order passed by the National Company Law Tribunal (New Delhi Bench, Court-II) as well as Registrar of Companies, NCT of Delhi & Haryana is not sustainable in law - the name of the Appellant Company be restored to the Register of Companies subject to the compliances imposed - application allowed.
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2023 (2) TMI 617
Seeking restoration of the name of the Appellant Company in the register maintained by the Registrar of Companies (RoC), NCT of Delhi and Haryana - HELD THAT:- The Appellant Company was in some internal disputes among the shareholders and management of the Company. Further, the Income Tax Department had also taken action against the Company which further defaults the Company in filing the statutory records before the Registrar of Companies. The Balance Sheet shows that the Appellant Company is having an immovable property situated at Sirsa. Hence, we are of the view that the order passed by the National Company Law Tribunal (New Delhi Bench, Court-II) as well as Registrar of Companies, NCT of Delhi & Haryana is not sustainable in law.
The name of the Appellant Company be restored to the Register of Companies subject to the compliances imposed.
Application allowed.
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2023 (2) TMI 616
Seeking restoration of the name of the Company in the Register maintained by the Registrar of Companies (RoC), NCT of Delhi and Haryana - HELD THAT:- In view of the fact that the Financial Statements for the Financial Years of 2004-05, 2005-06, 2006-07, 2007-08, 2008-09, 2009-10, 2010-11, 2011-12, 2012-13, 2013-14, 2014-15, 2015-16, 2016-17 & 2017-18 shows that the Appellant Company is having substantial movable as well as immovable assets. Therefore, it cannot be said that the Appellant Company is not carrying on any business or operations. Hence, the order passed by the National Company Law Tribunal (Court-V, New Delhi) as well as Registrar of Companies, NCT of Delhi & Haryana is not sustainable in law.
The name of the Appellant Company be restored to the Register of Companies subject to the compliances imposed.
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2023 (2) TMI 489
Public Interest Litigation - imposition of dress code for advocates for appearance before the Tribunal - public servants within the meaning of Section 21 of the Indian Penal Code - HELD THAT:- The impugned order is without jurisdiction and authority, and has no basis in law. It is trite legal position that the orders of the Tribunals, either judicial or administrative, are subject to judicial review of the High Courts, as they are subordinate to it. From the conjoint reading of Section 34 of the Advocates Act and the Bar Council of India Rules, it is clear that only the High Courts can frame rules for dress code for the appearance of the Advocates before it, the courts and Tribunals, subordinate to it. In absentia, the rules in chapter IV of the Bar Council of India Rules shall prevail and the Tribunals have no authority to issue any instructions determining the dress code for the appearance of the advocates before it. When there are statutory rules framed by the competent authority and when the statute has conferred the powers on the High Court with reference to prescription of the dress code, any instruction, direction, advisory by the Tribunal, especially when it runs contrary to the statutory rules, is ultravires the Act, and without there being any source of power for issuance of such directions.
Thus, wearing of “gown” is only optional and not mandatory before any courts other than the Supreme Court or the High Court - Further, the power conferred under Rule 51 of the NCLT Rules, is for the purpose of discharging its functions under the Act in accordance with the principles of natural justice and equity and is not an enabling provision to be read along with Section 432 of the Companies Act, 2013, which deals only with right to legal representation, and cannot be meant to confer upon it the power to prescribe the dress code, more so when it is contrary to the Bar Council of India rules. Similarly, the words ‘such other powers” used in Rule 16 (f) of the NCLT Rules, 2016 has to be read keeping in mind the later part of the rule dealing with the administrative power of the President as head of the Tribunal, while dealing with the staff, and cannot be stretched to mean to include the power to frame any rule or issue any instruction, in the nature of the one impugned, to prescribe the dress code for the advocates.
Petition allowed.
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2023 (2) TMI 488
Enforcement and execution of the final Award passed by Foreign Arbitral Tribunal - genesis of the entire dispute between the parties originates from the dealings of two groups, one being “Sakthi Group” and the other being “Aapico Group” - Alleging defaults in the loan agreements - non-compliance of terms and conditions of Kotak Mahindra Bank's (KMB) loan sanction letter - HELD THAT:- The Arbitral Tribunal has not passed any order with regard to the prior approval of KMB. In the present case, the claim was filed for the change of management, shareholdings, Directorship, ownership, etc. The main prayer in the claim statement was with regard to the change of management, directorship, shareholdings, etc. When such being the case, merely withdrawing the prayer in the counter claim by the respondent would not deny the right to make objections to the main prayer in the claim statement. Since the petitioners have agreed for the terms and conditions of the loan sanction letter of KMB, the said loan sanction letter has to be read with the SHA. Conjoint reading of the SHA and the loan sanction letter makes it clear that the petitioners, who are the parties to the SHA have agreed for the loan sanction letter. Therefore, when the petitioners intend to change the shareholding pattern, directorship, ownership, etc., it is their bounded duty to get prior approval from KMB as per the terms and conditions of the said loan sanction letter. This vital fact was not at all considered by the Tribunal - it is clear that the rendering of Award is conflict with the most basic notion of the justice and also against the public policy of India. Therefore, this Arbitration award is liable to be rejected on this ground and for this reason, this Court is not inclined to grant any approval for enforcement of the subject foreign Award.
Respondent unable to present its case before SIAC - HELD THAT:- In the present case, the petitioner failed to comply with the second procedural order, by not producing the documents as if the petitioners did not have the documents. However, the petitioners had the relevant documents and the same were traced out in the discovery proceedings before the UK Court, subsequent to the pronouncement of the award. The acts of the petitioners, ultimately proved the various fraud played in the course of the transfer of shares in SGAH, managing the company and valuing the shares, which are all well within the scope of agreement as the same would reflect in the step down subsidiaries of SGAH. Due to the non-availability of these documents, the respondent was not in a position to present his case before the tribunal. Therefore, the present award is liable to be suffered on the ground mentioned in Section 48(1)(b) of the Act. Hence the enforcement of the award is liable to be rejected on this ground also.
Fraud - whether the present Award is suffered by fraud? - HELD THAT:- Aapico deliberately withheld and concealed the documents and it amounts to fraud within the meaning of Explanation at 1(i) to Section 48(2)(b) of the Act. Therefore, this Court is of the view that the enforcement of the present award is also liable to be rejected on this ground as well.
Violation of RBI regulations and commission of fraud in the valuation of shares of SGAH (respondent holding company) - HELD THAT:- In the present case, the petitioners enforced its rights of transfer of shares by virtue of invocation of pledge, in the respondent holding company namely Sakthi Global Auto Holdings Limited (SGAH). In the said company originally, ABT Auto holds 50.01% shares and 80% of the share of the said ABT Auto held by the ABT investment (India) Private Limited, which means SGAH is a step down subsidiary of Indian company - merely for the procedural violation, which are all curable in nature without affecting the parties interest, the Foreign Awards cannot be refused to be enforced.
In the present case, whether loss of the foreign exchange occurred to the exchequer due to the play of fraud, violation of FEMA and contravention of the under valuation of the shares by the Aapico at the time of execution and enforcement of the pledge of shares in SGAH, are not curable? - HELD THAT:- As per the FEMA Regulations, in the event of any transaction of securities, it should be at the fair market price or value. In the present case, the petitioners valued on its own through the FTI Consulting. It has valued the shares of SGAH for its holding company, who holds 50.01% as 27 Million USD. The total valuation of SGAH by the FTI was 55 Million USD - as per the Regulations of FEMA, in the event of transfer of shares in foreign entities, the shares have to be valued and transferred based on the Fair Value Method. Fair Value means that it should be valued based on the market value, that means by following the DCF method. At any cost, whatever the method adopted by the parties ultimately it should not affect the interest of the country and also it should be in accordance with the RBI Regulations without affecting the parties interest also.
Since the basic information, which are required for arriving at the valuation in the Market Multiple Method were not available, the Think Capital adopted DCF method and valued SGAH as on May 2019 at 274.42 Million USD, whereas the total value arrived at by the FTI based on the multiple method is about 55 Million USD. The total difference between the DCF and multiple method is 219.42 Million USD - If the dollar rate in the year 2019 is considered as 75 Rupees, the loss of foreign exchange through the step down subsidiary for India is a sum of Rs.822.98 crores INR.
The petitioners have concealed various documents and failed to produce the same, subsequent to the second procedural order passed by the Tribunal and by concealing all these documents the award was obtained and the present award came to be passed under the above circumstances. Thus, this Court is of the view that the foreign award is suffered with the infirmities, as narrated. Therefore, the enforcement of the award is liable to be rejected for the reason that violation of the FEMA Regulations coupled with commissions of fraud on part of the petitioner in valuing the SGAH shares, which are not curable in nature, apart from the other instances that are narrated.
The prayer sought for enforcement of the foreign Award dated 06.10.2021 passed by the Tribunal SIAC, is liable to be rejected - Petition dismissed.
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2023 (2) TMI 443
Maintainability of appeal - time limitation - Direction to respondent to allot shares equivalent to 51% in the Company to the Petitioners - HELD THAT:- It is seen from the record that a Certified Copy of the Impugned Order dated 17.03.2019 was received by the Appellant on 26.03.2019 and therefore this Appeal is not barred by Limitation as the Appeal was filed on 09.05.2019. However, the Appellant had subsequently applied for Certified Copies again. However, it is the first date of receipt of Certified Copy is what is relevant for counting the period of Limitation and it is seen that the present Appeal is filed within 45 days from the date of receipt of Certified Copy of the Order.
A perusal of the material on record establishes that there is no documentary evidence inasmuch as the relevant Minutes of the Board Meeting or any other significant documents establishing that any allotment or transfer of shares were made with the consent of the 1st Respondent or the legal heirs of Late Shri S.M. Mohan Lal. There is no Balance Sheet which has been filed by the 1st Appellant Company with the ROC and neither is there any record produced for having called any Annual General Meeting after issuance of notice to the Respondents about the purported sale - As per the Articles of Association of the Company, no person can become a shareholder in the 1st Appellant Company without the consent of the existing shareholders.
A perusal of the documentary evidence on record establishes that the Respondents are entitled for ₹ 51% Shareholding, in the Company and the Memorandum of Understanding’s in question, specifies that the above percentage, is to be maintained and the initial lease period of 11 years in question will not have any bearing. This ₹ 51% Shareholding, has to be maintained and without the Consent of the Respondent, who are holding ₹ 51% Shareholding, no Transaction, can be entered into by the Company, which would effectively dilute the Shareholding of the Respondents. At the cost of repetition, this Tribunal, is of the earnest view that the Appellants, had acted in Violation of the Articles of Association of the Company and have not approached the Tribunal with clean hands. This Tribunal, does not find any illegality or infirmity, in the well reasoned order of the Tribunal.
Application dismissed.
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2023 (2) TMI 382
Application for interim stay - principal grievance which was urged, when the appeal was taken up, was that while on the one hand, NCLAT noted that “urgency has been shown in passing interim order”, the appeal has been directed to be listed on 3 April 2023 but there has been no expression of opinion, prima facie, on the merits of the order in appeal with a view to evaluating whether a case for interim stay was made out - HELD THAT:- At the present stage, since the appeal is pending before NCLAT, we are desisting from entering a finding on the merits of the rival submissions which have been urged on behalf of the contesting parties. Any expression of opinion of this Court on the merits would affect the proceedings which are pending before the NCLAT. It would suffice to note that the findings which have been arrived at by the CCI cannot be held at the interlocutory stage to be either without jurisdiction or suffering from a manifest error which would have necessitated interference in appeal.
While we are not inclined to interfere with the impugned order of the NCLAT, we would request the NCLAT to dispose of the appeal by 31 March 2023 - we affirm the order of the NCLAT declining to grant interim relief.
Appeal disposed off.
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2023 (2) TMI 381
Seeking sanction to the scheme of amalgamation of the Transferor Companies with the Appellant Company being the Transferee Company - HELD THAT:- In the present case, it is categorically held that the scheme was approved by the Shareholders with appointed date as 01.04.2019 and hence the appointed date of the scheme fixed as 01.04.2019.
Appeal allowed.
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2023 (2) TMI 380
Seeking restoration of the name of the Company in the Register maintained by the Registrar of Companies (RoC), Mumbai - Respondent did not issue any notice under Section 248(1) of the Act which is mandatory in nature and a condition precedent before exercising the power of striking off under Section 248(5) of the Act - delay in filing the Balance Sheet and Annual Returns of the Company for the Financial Year 2016-17 to 2018-19 - delay due to lack of knowledge of the Compliance of the Company.
HELD THAT:- In view of the fact that the Balance Sheets of the Company for the Financial Years Year 2015-16, 2016-17, 2017-18 & 2018-19 and Income Tax Returns of the Company for the Financial Years 2016-17, 2017-18 & 2018-19 shows that the Appellant Company is having substantial movable as well as immovable assets. Therefore, it cannot be said that the Appellant Company is not carrying on any business or operations - Hence, the order passed by the National Company Law Tribunal (Mumbai Bench, Court-II) as well as Registrar of Companies, Maharashtra, Mumbai is not sustainable in law.
The name of the Appellant Company be restored to the Register of Companies subject to the compliances fulfilled - appeal allowed.
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2023 (2) TMI 330
Auction purchase - Seeking direction that the Official Liquidator to remove encroachment from the leasehold land of the company - permission / to take leave of this Court under section 446 of the Companies Act, 1956, not done - in absence of due permission taken from this Court under the provisions of section 446 of the Companies Act, 1956, the decree passed by the Small Cause Court in Rent Suit No. 211 of 1991 is required to be set aside - respondent submitted that the present application has been rejected on the ground of delay and latches.
HELD THAT:- In view of this Court it was incumbent for the respondents herein to take permission / to take leave of this Court under section 446 of the Companies Act, 1956 before proceeding with i.e, the Rent Suit no. 372 of 1988 and Civil Misc. Application No. 26 of 2008 for restoration of the Rent Suit No. 211 of 1991. The respondents herein have accepted the fact that no permission has been sought for from this Court, inspite of the order passed by this Court dated 06.08.2009, wherein it was categorically stated that if the respondents were to continue with the above referred proceedings then leave of this Court i.e, the Company Court was required. That the Official Liquidator was to be joined as party in the aforesaid proceedings. And only thereafter, the orders passed in the aforesaid proceedings can be enforced by the respective respondents.
It is pertinent to refer the ratio laid down by the Apex Court in the case of HARIHAR NATH VERSUS STATE BANK OF INDIA [2006 (4) TMI 253 - SUPREME COURT] where the Supreme Court held that, the leave under section 446 of the 1956 Act, is required to be taken. Such leave can be obtained even after initiation of the proceedings. In absence of leave the proceedings cannot be recorded as to have been instituted on the date till leave is obtained. The proceedings can be validated only after the leave from the court is obtained.
The award passed in Rent Suit No. 372 of 1988 dated 15.01.2015 and also the Judgment passed in Civil Misc. Application No.26 of 2008 on 31.03.2017 below Ex.5 and on 04.12.1999 passed in Rent Suit No.211 of 1991 cannot be executed till the provisions of Section 446 of the Companies Act, 1966 are complied with - Application allowed.
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2023 (2) TMI 329
Seeking restoration of the name of the Company in the Register maintained by the Registrar of Companies (RoC), NCT of Delhi & Haryana - not carrying on any operations for a period of two immediately preceding financial years - HELD THAT:- In view of the fact that the Appellant Company having valid property Lease Deed from UPSIDC and still activities are going on in Chandni Chowk shop. Further, Balance Sheet filed for the Financial Year 1998-99 and Acknowledgement of Income Tax Return of the Company filed till the Annual Year 2019-20 shows that the Appellant Company is having substantial movable as well as immovable assets. Therefore, it cannot be said that the Appellant Company is not carrying on any business or operations. Hence, the order passed by the National Company Law Tribunal (New Delhi Bench, Court-II) as well as Registrar of Companies, NCT of Delhi & Haryana is not sustainable in law.
The impugned order is set aside - the name of the Appellant Company be restored to the Register of Companies subject to the compliances fulfilled - appeal allowed.
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2023 (2) TMI 328
Seeking restoration of the name of the Company in the Register maintained by the Registrar of Companies (RoC), NCT of Delhi and Haryana - Respondent did not send notices/Form STK 1 to the Company and its all of directors as contemplated under Section 248(1) of the Companies Act, 2013 - failure to consider that the Appellant has already annexed the property papers which are the only assets of the company - HELD THAT:- Going through the pleadings made on behalf of the parties and in view of the fact that the Audited Financial Balance Sheets of the Year 2015-16, 2016-17, 2017-18, 2018-19 & 2019-20 of the Appellant / Company shows that the Appellant/Company is having substantial movable as well as immovable assets. Therefore, it cannot be said that the Appellant/Company is not carrying on any business or operations. Hence, the order passed by the National Company Law Tribunal (New Delhi, Bench-V) as well as Registrar of Companies, NCT Delhi & Haryana is not sustainable in law.
The impugned order is set aside - The name of the Appellant/Company be restored to the Register of Companies subject to the compliances fulfilled.
Appeal allowed.
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