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Companies Law - Case Laws
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- 2020 (3) TMI 708
Oppression and mismanagement - Disqualification of 2nd to 28th Respondents (Appellants herein) for acting in an oppressive manner prejudicial to the interest of the public and the appointment of government nominees on the Board of '63 Moons Technologies Limited' 1st Respondent Company - HELD THAT:- The Respondent No. 1- '63 Moons Technologies Limited' and Respondent No. 2-Mr. Jignesh Prakash Shah or other Respondents who were functioning against one or other post in '63 Moons Technologies Limited' cannot say that they had no knowledge about 'National Spot Exchange Limited' who has 100% shareholding in NSEL. The report of the forensic audit conducted on 21st September, 2013 shows the damning facts and figures as to the real operations of 'National Spot Exchange Limited' (29th Respondent). It shows th....... + More
- 2020 (3) TMI 666
Continuation of prosecution proceedings against the company in cases CIRP proceedings where resolution plan has been approved - offences punishable under the Companies Act, 2013; offences punishable under the Companies Act, 1956 and; certain offences under the Indian Penal Code, 1860 - petitioner submits that in terms of Section 32A of the IBC, as inserted by Section 10 of the Insolvency of Bankruptcy Code (Amendment) Ordinance, 2019; the petitioner is required to be discharged from the aforesaid proceedings - HELD THAT:- Section 32A(1) of the IBC states that a Corporate Debtor would not be liable for any offence committed prior to commencement of the CIRP and the corporate debtor would not be prosecuted if a resolution plan has been approved by the Adjudicating Authority. In the present case, there is no dispute that a resolution plan ha....... + More
- 2020 (3) TMI 642
Dissolution of Company - HELD THAT:- The prayer made in the petition is allowed and the Company is wound up and shall be deemed to be Dissolved with effect from the date of the filing of the present petition, i.e. 02.03.2020. Petition disposed off.
- 2020 (3) TMI 528
Winding up process - disbursement of amounts in discharge of debt - priority of charge of secured creditors - HELD THAT:- In present case, it is undisputed that some amount, out of sale proceeds of assets of the Company, already stands released in favour of Secured Creditors without taking into consideration the provisions of Sections 529 and 529A of the Companies Act, wherein statutory charge has been created in favour of workmen in respect of their dues from the Company over the security of every Secured Creditor and also workmen’s dues have been categorized as ‘overriding preferential payments’. It is evident that under Section 529A(1)(b), the Secured Creditors shall be entitled for overriding preferential payments of debts to the extent these are governed under clause (c) of proviso to Section 529(1), pari passu with....... + More
- 2020 (3) TMI 527
Conversion of company from an Unlimited Liability Company to a Limited Liability Company - Section 18 of the Companies Act, 2013 - Non-speaking order - HELD THAT:- The reasons supplied in the counter affidavit are of no help to the respondents and the non-speaking order dated 05.10.2016 remains a non-speaking order, even if, the reasons have been given in the counter affidavit filed by the respondent in this writ petition - Thus, the impugned order dated 05.10.2016 deserves to be quashed and set aside. The impugned order is quashed on the ground that it is not a speaking order as no reasons have been given by the concerned respondent authority - petition allowed.
- 2020 (3) TMI 526
Oppression and Mismanagement - purchase of mortgaged property at a higher rate - HELD THAT:- It is not necessary for the NCLT to give a finding whether as per agreement of mortgaged, the Respondent No.5- ‘J.M. Financial Services’ can sell the mortgaged property or not. Such finding can be given only after examining the allegations and counter allegations of the oppression and mismanagement levelled against the Respondent Nos. 2 to 4. The impugned order is not in any manner detrimental to the Respondent No.1 Company as well as the Appellants’ interest. Sub-section (4) of Section 242 of the Companies Act, 2013 provides that the Tribunal may, on the application of any party to the proceeding, make any interim order which it thinks fit for regulating the conduct of the company’s affairs upon such terms and conditions a....... + More
- 2020 (3) TMI 525
Conversion of Public Limited Company to a Private Limited Company - time limitation - petition was delayed as filed after three months from the date of passing of special resolution - Rule 68(1) of NCLT Rules 2016 - HELD THAT:- Rule 68(1) of NCLT Rules 2016 provides that a petition under section 14(1) of Companies Act, 2013 for conversion of a public company into private company shall, not less than three months from the date of the passing of special resolution, be filed to the Tribunal in Form No.NCLT-1. It means such petition shall be filed after three months from the date of passing of special resolution. The appellant company has passed the resolution on 14.8.2017. 1st petition was filed on 30.10.2017 which was pre-matured. Therefore, and it was withdrawn on 6.12.2017 and Second petition was filed on 19.12.2017 i.e. after three month....... + More
- 2020 (3) TMI 267
Territorial Jurisdiction - transfer of the case to Kochi Bench of NCLT - Oppression and Mismanagement. Whether the EGM purportedly held on 27.07.2015 is in accordance with the law and legally tenable? - HELD THAT:- Respondents R2 to R11 seems to have made efforts to usurp the office of the Directors and to gain the control over the Board of Directors of the 1st Respondent Company. Therefore, the removal of the Petitioner and Respondents R12 to R19 from the office of the Directors of the 1st Respondent Company in the EGM purportedly held on 27.07.2015 amounts to acts of oppression by the Respondents R2 to R5. Moreover, it is on record that the appointment of Respondents R6 to R11 as Directors of 1st Respondent Company was made by a single resolution which is also in violation of the provisions of Section 162 of the Companies Act,2013. Whet....... + More
- 2020 (3) TMI 266
Maintainability of Company Petition - attachment of shares - stay on the proceeding of the auction of the shares of the Petitioner - Company Petition is opposed by the Respondent Nos. l to 4 by filing Statement of Objections dated 26.06.2019, by inter alia raising the maintainability of the Company Petition on the ground that the Petitioner is not a shareholder/member in the 1st Respondent Company. HELD THAT:- It is not in dispute that the Petitioner has suffered different Awards passed by the Deputy Registrar of Co-operative Societies, South Zone, Bangalore City District and Nominee of the Registrar of Co-operative Societies at Bangalore in RCS/04/SOU/1029/2015-16 dated 06.06.2016, RCS/04/SOU/1030/2015-16 dated 06.06.2016, RCS/04/SOU/1031/2015-16 dated 06.06.2016, by directing the Respondent therein (Petitioner herein) to pay different a....... + More
- 2020 (3) TMI 101
Winding up of respondent company - HELD THAT:- This petition is revived. It is an admitted fact that this company petition was admitted by order dated 28/08/2017 and advertisement with regard to the same was deferred so that chance can be given to the company to pay the dues. Though sufficient time has been granted, respondent company did not comply his statement made in the aforesaid Undertaking and the amount was not paid to the petitioner and hence, the matter was revived as observed in the order dated 11/12/2019. Till date, Undertaking filed by the respondent company is not complied with and not paid the dues to the petitioner. Registry is directed to notify the petition for final hearing on 04/05/2020.
- 2020 (3) TMI 100
Validity of scheme of arrangement - reduction of share capital is rejected inter alia on the ground that the requisite material was not placed before the shareholders and creditors at the time of meeting so as to take informed decision and for approving scheme of arrangement - HELD THAT:- If the prayers of the petition are examined, then one will have no other option but to come to the conclusion that the scheme, as it stood in the backdrop those factual narration of the SEBI and SAT's prohibitory orders, would surely militate against granting of the prayers. The Court is of the view that the passage of time i.e. when the scheme was floated or sought to be implemented after approval of the Court was that of year 2008. The requisite meeting of the concerned stake holders were held within that year or around that time and when the petit....... + More
- 2020 (3) TMI 36
Winding up of respondent company - Section 433 and 434 of the Companies Act, 1956 - outstanding dues - HELD THAT:- Even though a Statutory notice was issued, the respondent company “refused” to accept the service of such statutory notice. No reply was given to such statutory notice and, therefore, the defence put forward by the respondent company in its affidavit in reply is nothing but an after-thought. It is on record that the respondent had admitted its outstanding dues and in fact made some payments after the meeting dated 26.6.2014 held between the representatives of the petitioner and respondent company. Even considering the losses for three financial years as also the pendency of SARFAESI proceedings reveal that the respondent company is a loss making company and has lost its financial substratum and the same leads to o....... + More
- 2020 (3) TMI 35
Maintainability of Company petition - locus to seek intervention - whether the Appellants did have locus to seek intervention in the Company Petition preferred under Section 252 of the Act? - HELD THAT:- It is well settled that the legal right sought to be enforced must ordinarily be the right of the petitioner himself who complains of infraction of such right and seeks legal remedy before a Court of Law. The principle of locus sandi may have been diluted to some extent by allowing public interest litigation in regard to enforcement of certain rights concerning the public at large, however, it does not detract from the broader principle that in case of any statutory violation, a right to seek remedy is conferred upon the statutory authorities like the Registrar of Companies entrusted with matters governing the companies or on members, cre....... + More
- 2020 (2) TMI 1209
Oppression and Mismanagement - transfer of shares - prosecuting or recommending for prosecution white collar crimes/frauds - investigation under Section 235 to 237 of the Companies Act carried out - HELD THAT:- It is not in dispute that the Hon’ble High Court of Andhra Pradesh vide its order dated 07.07.2011(Page 155 of the appeal) directed the Central Government to investigate into the affairs of the company. The investigation was done and the report stated that right from the incorporation the affairs of the company were not running as enshrined in the provisions of the Companies Act but was running like a fiefdom of the promoter directors. No record is maintained, including the books of accounts, to comply with the regulatory and legal requirements and most the of transactions were being carried out in cash and the Inspectors wer....... + More
- 2020 (2) TMI 1131
Winding up process - Dissolution of PRJ Enterprisers Ltd (in liquidation) - discharge of Official Liquidator as its Liquidator - It is submitted that the Official Liquidator is not seized of any other moveable/immoveable property of the company (in Liqn) and there are no recoverable assets in the hands of the Official Liquidator and that no fruitful purpose will be served in continuing the present liquidation proceedings. - HELD THAT:- Reliance placed in the decision of Supreme Court in the case of MEGHAL HOMES (P.) LTD. VERSUS SHREE NIWAS GIRNI KK. SAMITI [2007 (8) TMI 447 - SUPREME COURT] where it was held that When the affairs of the Company had been completely wound up or the court finds that the Official Liquidator cannot proceed with the winding up of the Company for want of funds or for any other reason, the court can make an order....... + More
- 2020 (2) TMI 1130
Steps for Financial Scheme of Compromise and Arrangement between Applicant, Arun Kumar Jagatramka (Promoter) and the Company (Corporate Debtor) - Whether in a liquidation proceeding under Insolvency and Bankruptcy Code, 2016 the Scheme for Compromise and Arrangement can be made in terms of Sections 230 to 232 of the Companies Act? - If so permissible, whether the Promoter is eligible to file application for Compromise and Arrangement, while he is ineligible under Section 29A of the I&B Code to submit a 'Resolution Plan'? HELD THAT:- Even during the period of Liquidation, for the purpose of Sections 230 to 232 of the Companies Act, the 'Corporate Debtor' is to be saved from its own management, meaning thereby the Promoters, who are ineligible under section 29A, are not entitled to file application for Compromise and Arr....... + More
- 2020 (2) TMI 1081
Fraud/misconduct/conspiracy - oppression and mismanagement - injunction from disposing movable and immovable properties/assets which belong to them and whose assets were frozen - HELD THAT:- Under Section 241(2), the Central Government, if it is of the opinion that the affairs of the Company are being conducted in a manner prejudicial to public interest, may apply itself to the Tribunal for orders under this Chapter, which is headed “prevention of oppression and mismanagement”. Apart from the vast powers that are given to the Tribunal under Section 242, powers under Section 337 and 339 are also given in aid of this power, which will apply mutatis mutandis - Section 337 refers to penalty for frauds by an officer of the company in which mis-management has taken place. Likewise, Section 339 refers to any business of the company w....... + More
- 2020 (2) TMI 1080
Oppression and mismanagement - transfer of shares - section 111A of the erstwhile Companies Act, 1956 - HELD THAT:- Though it was argued that the petitioner had become a deemed public limited company, and therefore it was not open to grant of relief under Section 111 of the Companies Act, 1956 and only petition under Section 111A of the Companies Act, 1956 ought to have been filed, it is evident that as per sub clause (14) to Section 111 of the Companies Act, 1956, company means a private company and includes a private company which had become a public company by virtue of Section 43 A of the said Act. Therefore, the company petition filed by the 1st respondent before the Company Law Board was proper - The erstwhile management of the 2nd respondent company who were the shareholders of the 2nd respondent company had decided to offload the ....... + More
- 2020 (2) TMI 1079
Auction - Recall of the confirmation of sale of the property - reopening of the sale - rights of the Appellant arising out of the acceptance of its bid for the purchase of the property - HELD THAT:- The Company Court was not justified in passing the impugned order dated 25.07.2019, whereby the bid of ₹ 23 crores of prospective buyer (Respondent No.3) was accepted, thereby setting aside the earlier order dated 06.09.2018, accepting the bid of the Appellant. The Company Court failed to take into consideration that vide the aforesaid order dated 06.09.2018, the OL was directed to hand over the possession of the property once the entire bid amount was paid by the Appellant. On the date of passing of the impugned order dated 25.07.2019, the entire amount stood deposited and the transaction stood concluded. No doubt, the bid of Respondent....... + More
- 2020 (2) TMI 1003
Liquidation of Corporate Debtor - Resolution Professional failed to complete the CIRP process within the time - HELD THAT:- The Adjudicating Authority has no jurisdiction to decide any allegations either against the 'Resolution Professional' or the Liquidator. Though if any act of the 'Resolution Professional' or the Liquidator, against the provisions of the 'I&B Code', is noticed then the matter is to be referred to the Insolvency and Bankruptcy Board of India. This apart, in absence of any evidence to find that there was an undervaluation and there was a certain loss caused to the value of assets of the 'Corporate Debtor' by not protecting or not handing over the Germ Plasm/parent seeds, the auction purchaser has been rightly directed to pay the difference amount of ₹ 31 lakhs to the Liquidation....... + More
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