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Companies Law - Case Laws
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- 2020 (1) TMI 169
Vires of the proviso to Section 167(1)(a) of the Companies Act - Disqualification for appointment of Director - case of petitioner is that petitioner's rights have not been in any manner affected by the insertion of the proviso in as much as the petitioner is not a Director in any company and has not had to vacate his office by virtue of the proviso inserted in Section 167(1)(a) of the Companies Act by the Companies (Amendment) Act 2017 - HELD THAT:- As per Section 167(1)(a) of the 2013 Act, the office of the Director is to become vacant if a Director incurs any disqualification as provided for under Section 164. However, such all-encompassing provision existed in the 1956 Act with each of the grounds for vacation being listed individually. It is important to note that liability under Section 274(1)(g) was not a ground for a Director ....... + More
- 2020 (1) TMI 111
Grant of Interest - Sanction of financial facilities by the first Respondent to the Petitioner - main focus of the arguments of the learned counsel for the Official Liquidator was on the grant of interest at the rate of 12% per annum by the Arbitral Tribunal - HELD THAT:- The contention of the learned counsel for the Official Liquidator was that interest is payable at a rate not exceeding 4% per annum up to the date of winding up order as per Rule 156. In order to test this contention, it is necessary to closely examine Rule 156. Upon examining Rule 156, it is clear that it applies if “interest is not reserved or agreed for”. By implication, it does not apply if interest is agreed upon in the contract out of which the debt arises. In this case, it is the admitted position that the debt arises out of the extension of financial ....... + More
- 2020 (1) TMI 110
Appointment of Directors in contravention of provisions of law - Compounding for violation of provisions of section 165 of the Companies Act, 2013 - case of petitioner is that on August 1, 2018 he resigned as director from M/s. Yashoda Special Metals P. Ltd., and submitted his resignation to the company. With this resignation, he was director in 19 companies only. He was eligible to be appointed as director in one more company as provided under section 165 of the Companies Act, 2013 - According to the applicant, M/s. Yashoda Special Metals P. Ltd., failed to file Form DIR-12 with the Registrar of Companies, Hyderabad informing the resignation of the petitioner as director. HELD THAT:- In this case, there is no dispute that Form DIR-12 was filed on April 13, 2019. However, Form MGT-7 was also filed beyond the date of filing Form DIR-12. Th....... + More
- 2020 (1) TMI 109
Maintainability of application - Directions for dispensing with/ convening the respective meetings of shareholders, secured creditors and unsecured creditors of the Applicant Companies, in connection with the proposed Scheme of Amalgamation contemplated between the Applicant Companies - HELD THAT:- The Company does not have any Preference Shareholders, thus there is no requirement of convening any meeting of Preference Shareholders. In respect of Secured Creditors, it is represented that all the Secured Creditors of the Transferee Company representing 100% in value of the Transferee Company have given their consents by way of affidavits to the scheme and thus, the Transferee Company seeks dispensation of holding the meeting of the secured creditors. With respect to equity shareholders and Unsecured Creditors, the Transferee Company seeks ....... + More
- 2020 (1) TMI 108
Liquidation of Corporate Debtor - CIRP process was initiated - no resolution received - HELD THAT:- Since no Resolution Plan is received by this Authority under Sub-section (6) of Section 30 of the I&B Code, 2016, before the expiry of the Corporate Insolvency Resolution Process period of 180 days, the Corporate Debtor has to be ordered for Liquidation - It is noted that IRP is not willing to be appointed as the Official liquidator and thus COC left at this authority to appoint the Official Liquidator. This Authority hereby orders for liquidation of the Corporate Debtor viz., M/s. Vibha Overseas Exim Private Limited which shall be conducted in the manner as laid down in Chapter III of part II of the I&B Code, 2016.
- 2020 (1) TMI 107
Winding up of respondent company - recovery of outstanding dues - issuance of demand notice, demanding to pay the outstanding amount and also complied with the provisions of the Code by filing prescribed application under the Code - it is contended that the respondent's company should be deemed to be unable to pay its debt within section 434 read with section 433(e) and (f) of the Companies Act, 1956 and it should be wind up and the corporate insolvency resolution process should be initiated - HELD THAT:- Admittedly, the petitioners have approached various authorities to seek recovery of salary, gratuities, etc. They have also obtained some orders from those authorities. Therefore, it is not in dispute that the petitioner approaches this Adjudicating Authority in order to recover the alleged outstanding amount arises out of non-paymen....... + More
- 2019 (12) TMI 1097
Grant of bail - Illegal mining - unaccounted money - summon for alleged commission of offences punishable under Sections 477A read with Section 120B Indian Penal Code, 1860 and under 628 of the Companies Act 1956 and under Section 448 of the Companies Act, 2013. HELD THAT:- In terms of Section 212 (6) of the Companies Act, 2013, the offence prescribed under Section 448 of the Companies Act, 2013 which relates to making of a statement which is false in any material particulars knowing it to be false or which omits any material fact, knowing it to be material in any return, report, certificate, financial statement, prospectus, statement or other document required by, or for, the purpose of any of the provisions of this Act or the rules made thereunder makes a person culpable under Section 447 of the Companies Act, 2013 - In terms of the amb....... + More
- 2019 (12) TMI 1068
Maintainability of petition - memebership in a club - permanent membership sought, as petitioner is son of a permanent member - whether the EGM ought to be permitted to be held? - HELD THAT:- The holding of a EGM is inherent for the functioning of any company including the Respondent Club. All decisions regarding the manner in which the Club is to be run first vests with the members and then the governing bodies. The Court’s intervention ought to be minimal. Unless there is complete perversity or fraud or illegality in the functioning, there ought to be no interference. Moreover, the entertaining of a petition at the instance of a person who is not a member is a serious issue of maintainability that will have to be determined by the Court. Whether prior approval by the Government is required for placing the amended MOA and AOA befor....... + More
- 2019 (12) TMI 1043
Sanction of the Composite Scheme of Arrangement - dispensation of the meeting of Equity Shareholders of the Petitioner Company No.2 and the Petitioner Company No.3 - main thrust of the argument was that by scheme of arrangement, the transferor company has sought to convert the redeemable preference shares into loans i.e. conversion of equity into debt which is not only contrary to the well settled principles of company law as well as Section 55 of the Companies Act, 2013 but also would reduce the profitability or the net total income of the transferor company causing a huge loss of revenue to the Income Tax Department. HELD THAT:- The case of the Appellant(s) is covered by the decision of the Hon'ble Supreme Court in "Department of Income Tax v. Vodafone Essar Gujarat Limited and Another" [2012 (9) TMI 100 - GUJARAT HIGH COURT] where it was held that Appeal dismissed.
- 2019 (12) TMI 1024
Permission to revise Board's Report - Section 131(1) of the Companies Act, 2013, R/w Rule 77 of the NCLT Rules, 2016 - HELD THAT:- By perusal of inadequacies of the Board Report dated 6th September, 2016 as noticed and pointed supra, are not serious in nature and happened due to inadvertence and if permitted to revise as sought for, would not prejudice interests of Company, its shareholders, or stake holders or violate any provisions of Companies Act, 2013. They have also declared that the Petitioner Company has been prompt in all annual filings with the RoC and all statutory Registers and records are maintained in accordance with the provisions of the Companies Act, 2013. It is satisfying that the instant Application/Petition is filed duly following extant provisions of Companies Act, 2013, and the Rules made thereunder and thus, by ....... + More
- 2019 (12) TMI 947
Grant of Anticipatory bail - money laundering - siphoning of funds - Director of companies, which had caused a loss to the State by hatching a conspiracy - HELD THAT:- Though undoubtedly, the allegations which are levelled against the applicant/petitioner of his being a Director of four shell companies/ dummy companies which companies are stated to have been created so that they could be taken over by the prime accusedA-1 Mohd. Iqbal for the purpose of laundering his ill-gotten money through engaging in illegal sand mining operations in the State of UP and in/around the District Saharanpur, so that he could project the said ill-gotten money as legitimate assets and these companies were utilized to purchase land and that majority of the transactions made by these companies were outside the banking channels and the companies did not even ma....... + More
- 2019 (12) TMI 895
Oppression and Mismanagement - case of appellant is that an abiding theme of Respondents’ conduct is the consistent and steady squeezeout of the Appellants’ rights and title to, and interest in, their ownership of 1st Respondent Company in a manner that is lacking in probity and is unfair - conversion from ‘Public Company’ to ‘Private Company’ - HELD THAT:- It is not open to the Respondents to state or allege that loss in different ‘Tata Companies’ was due to mismanagement of Mr. Cyrus Pallonji Mistry (11th Respondent). If that be so, why the nominated Directors who have affirmative voting right over the majority decision of the Board or in the Annual General Meeting of the shareholders allowed the ‘Tata Companies’ to function in a manner which caused loss, as accepted in the pre....... + More
- 2019 (12) TMI 859
Siphoning/defalcation/diversion of funds - Vacation of restraint on related party to transfer, selling or alienating of the properties purchased - related party companies - intermediate companies - sister concern - HELD THAT:- There has been siphoning off of funds from Respondent No.1. The balance sheet for the period ending 31.12.2009 also reflects that inter-corporate deposits have been written off by Respondent No. 1. Appellants, thus, have a good ground to say that the amounts invested by them were diverted by Respondent No. 1 to Intermediate Companies which were further diverted to Related Party Companies who have purchased the subject land. The Related Party Companies have a nexus with Dr. Rajesh Aeren, the Managing Director of Respondent No. 1. There is also material on record to prima facie show that in all Related Party Companies....... + More
- 2019 (12) TMI 795
Rejection of prayer for Director's remuneration of the respondents - Money Laundering - siphoning of funds - illegal allotment of shares - HELD THAT:- It is true that if we read relief (iv) “Directors’ remuneration be paid to petitioners until outcome of the petition” with this order “the remaining prayers made in the application have already been considered earlier and were found in favour of the petitioners. Therefore, they are rejected.” Then it seems that the Company Law Board has earlier rejected the prayer for directors’ remuneration to be paid by the Company. However, the appellants have not placed on record any such order to show that earlier such prayer was considered and rejected. It seems that inadvertently Company Law Board while deciding the application with other reliefs have made this....... + More
- 2019 (12) TMI 733
E-Voting/voting of members by means of postal ballot - Inclusion of Rule 22 of Companies (Management and Administration), Rules, 2014 for providing Postal Ballot facility in pursuant to Section 230(6) of the Companies, Act, 2013 - Enlargement of Dates for providing E-voting facility as per the Postal ballot Rules to 30 (thirty) days - Extending dispatch of Notice by way of physical means to physically held shares in addition to dispatch of notice electronically. HELD THAT:- The prayer made by the Transferor Company is allowed. The Transferor Company is permitted to conduct the voting of the Shareholders through Postal Ballot as per Rule 22 of the Companies (Management and Administration) Rules, 2014. The date for providing E-voting facility as per the Postal Ballot Rules is enlarged upto the period of 30 (thirty) days, as prayed for. The ....... + More
- 2019 (12) TMI 625
Winding up petition - section 433(e) of the Companies Act, 1956 - Does this Court retain jurisdiction to hear the winding up petition being CP 1 of 2016 and the connected applications thereto? If so, what are the provisions of law applicable to adjudicate the said petition? - HELD THAT:- The Company Judge of this Court retains the jurisdiction to try the aforesaid winding up petition falling in the category of saved petition, even if an insolvency proceeding is initiated against the same company before the NCLT under the provisions of IBC by another creditor, like Devi Trading. The applicable law for the said petition to try out by the Company Court will be the Act of 1956 and Rules of 1959. Should the Provisional Liquidator be released/discharged and directed to make over possession of the properties and assets, books of accounts of the ....... + More
- 2019 (12) TMI 567
Oppression and mismanagement - Jurisdiction to entertain a suit - Rejection of prayer for an ad-interim order of injunction - rejection on the ground of suppression of material facts and also on the ground that this issue would require adjudication on the identical core issue - registration of transfer of shares - bar under section 430 of the Companies Act, 2013 - HELD THAT:- From the facts pleaded in paragraphs 11 to 15 of the plaint and the recourse available under sections 58(1) and 59(2) of the Act, it is clear that the application for non-registration of the shares of the appellant had to be made before the Tribunal under section 59(1) of the Act as this was something that the NCLT was expressly "empowered to determine" - Once the tribunal receives the application under section 59(1) of the Act, it is empowered, under secti....... + More
- 2019 (12) TMI 478
Consolidation of division of equity share of the Company - Section 61(1)(b) of the Companies Act, 2013 read with Rule 71 of NCLT Rules, 2017 - SEBI Circular No. SEBI/HO/MRD/DSA/CIR/P/2016/110 dated October 10, 2016 - HELD THAT:- The apprehension as expressed by minority shareholders with regard to consolidation of shares is concerned, the Company has well taken care of their concern. The Company having complied with the statutory requirement, as contemplated in the Act, we are of the view that the appeal deserves to be allowed. The reason taken for dismissal of Company Petition by the NCLT does not have any substance. As on the date of EGM, it is evident that the votes cast in favour of the resolution for consolidation of shares is more than 95%. It is noteworthy to mention that during pendency of the Appeal, most of the shareholders, who....... + More
- 2019 (12) TMI 397
Temporary injunction in respect of the disputed property - Corporate Debtor - whether an application under Section 630(2) of the 1956 Act was maintainable, in spite of pendency of the civil suit and issue of temporary injunction in respect of the disputed property? - HELD THAT:- The mere issuance of a temporary injunction by the civil court directing maintenance of status quo in respect of the disputed property does not make the dispute bona fide or bar the company’s right to recover the disputed property from the accused employee under Section 630 of the 1956 Act. At best, such an injunction would only bar the company from creating any rights in favour of third parties pending disposal of the civil suit. This is because the cause of action in the civil suit is completely different from the question of whether the employee is wrongf....... + More
- 2019 (12) TMI 395
Oppression and mismanagement - Whether an election dispute of a company involving voting through electronic means done under Section 20 of the Companies (Management and Administration) Rules 2014 to the Board of Directors would be amenable to the jurisdiction of the National Company Law Tribunal? HELD THAT:- Section 424 of the Act deals with the procedure to be adopted by the Tribunal and the Appellate Tribunal. The forums are given liberty to go beyond the Code of Civil Procedure by applying principles of natural justice and subject to other provisions governing. Thus, they are not bound by the Code, which is obviously a procedural one. They can also formulate their own procedure - Under Sub Clause (2) of 424 of the Act, the Tribunals are vested with the powers of the Civil Court as granted under the Code of Civil Procedure. Sub Section ....... + More
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