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Companies Law - Case Laws
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- 2019 (12) TMI 289
Disqualification of Petitioner to hold the Office of the Directorship of a Company - Section 164 (2) (a) of the Companies Act 2013 - direction to the Respondents to permit the Petitioner to get re-appointed or appointed as Directors in any other Company without any hindrance - HELD THAT:- The lists dated 08.09.2017 and 01.11.2017 published by the Registrar of Companies, Tamil Nadu, Chennai were the subject matter of challenge before this Court in BHAGAVAN DAS DHANANJAYA DAS VERSUS UNION OF INDIA, REGISTRAR OF COMPANIES, TAMILNADU CHENNAI [2018 (8) TMI 436 - MADRAS HIGH COURT] and came to be disposed by this Court where it was held that Section 164(2)(a) is read down to the extent it disqualifies the directors in other companies which are scrupulously following the requirements of law, making it clear that no directors in other companies c....... + More
- 2019 (12) TMI 288
Rectification of mistake - error apparent on the face of record or not - discrepancies in the record maintained by the company - non compliance of the provisions of Section 131 read with Section 128(1) of the Companies Act, 2013 - Approval of proposed scheme of demerger - HELD THAT:- Every Company must keep relevant Books or Papers and Financial Statements for every Financial year which give a true and fair value of the state of the affairs of the Company. The National Company Law Tribunal found discrepancies, in the statements of balance sheet of the Transferor Company, wherein realisable value to the loan is shown as 1.14 Crores instead of 7.58 Crores, which was to be received from 'Doloo Tea Company (India) Limited - However, the order of the Tribunal dated 24th January 2019 was appealable order, but no appeal is preferred against ....... + More
- 2019 (12) TMI 287
Sanction of Amalgamation of companies - convening and holding of meeting of shareholders and the creditors of the company for the purpose of approving with or without modification, to obtain sanction of the Tribunal to the scheme of amalgamation - Section 230 - 232 of the Companies Act, 2013 - HELD THAT:- Since the requirement of the holding and convening of meetings of the equity shareholders and creditors of the company, on 28th February, 2018 the Appellant filed the petition for sanction of the scheme of amalgamation under Sections 230 - 232 of the Companies Act, 2013 read with Companies (Compromise, Arrangements and Amalgamations) Rule, 2016. Notice was issued to the office of the Regional Director, Registrar of Companies, Official Liquidator, Income Tax Department and Reserve Bank of India. The Tribunal also directed for publication ....... + More
- 2019 (12) TMI 243
Revival of company and restoration of company's name in the Registrar of Companies - Seeking relief to make the bank account operational - HELD THAT:- The appellant preferred this appeal being a Liquidator of the deregistered company. Hence, he is competent for filing the same, to seek restoration of the company's name in the register of the ROC. By perusal of the material available on record it is evident that the main reason shown for striking off the name of the Company, i.e. M/S. J. R. Diamonds Pvt. Ltd. was that the deregistered company had failed in filing its statutory returns (e.g. Balance Sheets, Annual Returns) before the ROC. However, when the order impugned for striking off the name of the company was passed, the company was under the C.I.R.P. and thereafter gone into liquidation process by an order dated 01.10.2018 of....... + More
- 2019 (12) TMI 194
Winding up proceedings - conduct of Official Liquidator (OL) - rejection of application for impleadment and transfer moved by the appellant secured creditor herein - HELD THAT:- The OL really should have no interest in seeking to retain its control over the company under liquidation since, supposedly, it has no pecuniary interest in the matter. - OL is not willing to let go of its control over the company under liquidation. The working of the office of the OL has, in the past, left us with a sense of disappointment. In fact, if the office of the OL were to discharge its obligations and duties efficiently and completely transparently, may be, the need to evolve the NCLT with jurisdiction, inter alia, to liquidate a company may not have arisen. There are no merit in this submission for the reason, that the personal properties of the guarant....... + More
- 2019 (12) TMI 193
Maintainability of petition - petitioner has contended that the order impugned in this petition be quashed and set aside, not on merits, but only on the ground that it does not comply with the Rules - HELD THAT:- When the order is pronounced under this Rule 151, the Court Master shall make a note in the order sheet, that the order of the Bench consisting of President and Members was pronounced in open court on behalf of the Bench. The argument throughout was that there was no date of pronouncement notified. There was no board prepared of the proceedings and particularly, the pronouncement of the order in open Court. There was no intimation to the parties and that the petitioner’s advocate was in the Court, but no pronouncement was done. Interestingly, according to Mr.Dwarkadas, there is an endorsement at pages 547A and 547B that the....... + More
- 2019 (12) TMI 192
Allotment of sharers made by the respondent on preferential basis - Failure on the part of the respondent to comply with requirement of SEBI Act and Regulations - offences under Sections 81(1), 75 and 150 of the Companies Act, 1956 - Composition/Compounding of offences - Two orders have been passed by the SEBI are on account of certain violation under the Companies Act, 1956 and therefore, the respondents wanted to compound the offences by paying composition. HELD THAT:- The respondents have settled disputes under the Companies Act, 1956 alone. By settling the dispute under Section 621-A of the said Act, the machinery provided to the appellant under the SEBI Act, 1992 to prosecute respondents for any violation of the said Act and regulations made thereof has not been stifled in any manner. From the reading of the provisions of Section 621....... + More
- 2019 (12) TMI 191
CIRP - Approval of Resolution Plan - Section 30(6) of the Insolvency and Bankruptcy Code, 2016 - compliance with the requirement of Section 31 r/ w Section 30(2) of the Code - HELD THAT:- On perusal of the Resolution Plan, it is found that Resolution Applicant viz. M/S. Fitcast Founders & Engineers Private Limited, is a compan) engaged in the manufacturing and marketing of CI Castings and othel Castings which are having a direct relevance with the business of thc Corporate Debtor and accordingly, the promoters are to be considered from the same line of business having better understanding of thc manufacturing process, market as well as entire technical aspects whick shall definitely result into proper resolution of the Corporate Debtor. Thc RA along with its consortium member viz. Omkara Assets Reconstructior Private Limited is having....... + More
- 2019 (12) TMI 130
Liquidation of the company - Liquidation basing on the resolution passed by the CoC - HELD THAT:- It is evident that this case was admitted on 27.03.2019. Thereafter, on the claims received from the Financial Creditors, CoC was constituted on 25.04.2019. In addition to constitution of CoC, in the second CoC meeting held on 03.06.2019, since no asset is lying with the company, the CoC has arrived to a conclusion that this is a fit case for placing a proposal for liquidation as this company is neither a going concern nor holding any assets, thereby on 19.06.2019, they have unanimously proposed for liquidation of this company. Since it has been categorically mentioned by the CoC that this company is neither a going concern nor having any asset, this Bench is of the view that this is a fit case for liquidation, whereby, this Bench hereby orders for liquidation.
- 2019 (12) TMI 54
Maintainability of petition - Entitlement of sum after maturity of FDR with the respondent - Repayment of the interest due from the date of maturity till the date of actual payment is released - section 73(4) of the Companies Act, 2013 - Case of petitioner is that the interest on her deposits after the date of maturity till the date of actual repayment of deposits, has not been paid - Whether the petitioner is entitled to get the interest at the rate of 12/12.5% p.a. from the date of maturity of the FDRs till the date of actual payment was made or not? HELD THAT:- A mere plain reading of provision of Section 74(2) of the Companies Act, 2013, shows that by exercising the power, this Tribunal allow the time as considered reasonable to the company to repay the deposit - this Tribunal simply regularized the belated payment, which was made by ....... + More
- 2019 (12) TMI 15
Winding up petition - Official Liquidator's Report has been filed on the basis that the ex-directors of the Company in Liquidation have colluded with the partners/directors of the alleged tenants - Appointment of liquidator of company - physical possession of property - HELD THAT:- The record reveals gross collusion between the ex-directors of the Company in liquidation and the directors/partners of the tenants. All the suits referred to above have been filed by the tenants in the year 2011, which is the same year in which the Company Petition was filed against the Company under Sections 433 and 434 of the Companies Act. It is during that time, the tenants, claiming a right in the assets of the Company (in liquidation), approached the Courts in Mumbai and in Surat, where the various assets of the Company are situated and obtained orde....... + More
- 2019 (11) TMI 1375
Condonation of delay in compliances to Regulation 31 of the IBBI (Liquidation Process), Regulations, 2016 - permission to file list of stakeholders - HELD THAT:- In the interest of justice, application is allowed; the delay is condoned and the file list of stakeholders is taken on record. Application disposed off.
- 2019 (11) TMI 1170
Maintainability of petition - Oppression and mismanagement - whether the 1st Respondent/ Petitioner is not a shareholder? - eligibility in terms of Section 244 of the Companies Act, 2013 - HELD THAT:- The right arising out of an instrument does not vest with nominee automatically on the death of the original holder of the instrument. Nominee does not mean that the amount or the share belongs to the nominee. On the death of the holder of the instrument, the amount/ share vests with the legal heirs, the nominee merely holds the amount/ share herein till the matter of vesting is decided in favour of the legal heirs. In view of the decision of the Hon’ble Supreme Court in WORLD WIDE AGENCIES PVT. LTD. AND VERSUS MRS. MARGARAT T. DESOR AND ORS [1989 (12) TMI 245 - SUPREME COURT] whereby the Hon’ble Supreme Court affirmed the decisi....... + More
- 2019 (11) TMI 1132
Rejection of request of changing the old name of the company over the property owned by him - rectification of name of company - alteration of memorandum - HELD THAT:- Sub-section (2) of Section 16 of the Companies Act, 2013 clearly provides where a company changes its name or obtains a new name under sub-section (1), it shall within a period of fifteen days from the date of such change, give notice of change to the registrar along with the order of the Central Government, who shall carry out necessary changes in the certificate of incorporation and the memorandum. Since all the formalities have been completed we find that there is no reason for the respondents not to permit the petitioner to change the name of the company in the record from Shaz Investments Private Limited to Shaz Housing Private Limited. The respondent nos. 3 and 4 are ....... + More
- 2019 (11) TMI 1131
Condonation of delay - Period of limitation - supply for ‘Transfer of Shares’ and ‘Rectification of Register’ - case of appellant is that the Adjudicating Authority had failed to appreciate that the statutory prescribed time period to supply for ‘Transfer of Shares’ and ‘Rectification of Register’ is 60 days from the date of receipt of refusal or in case no notice of refusal was transmitted by the Company, within a period of 90 days from the date of which the Instrument was transferred was delivered to the Company. HELD THAT:- While dealing with an ‘Application for condonation of Delay’, the concerned Tribunal / Appropriate Authority is only required to consider whether the ‘Plea of Sufficiency of Cause’ is a reasonable one or otherwise, of course after taking into co....... + More
- 2019 (11) TMI 965
Jurisdiction - power of review of the CLB - inspection of the original documents referred to and relied upon by the appellants in their affidavit in reply - Whether power of review not specifically conferred upon the Company Law Board by the Rules/Regulations statutorily framed, could still be exercised by the Board by restoring to the inherent powers conferred upon it under Regulations 44 of the Company Law Board Regulations, 1991? HELD THAT:- One cannot lose sight of the fact that during the period from 10.08.2010, when the inspection of the document was allowed to 18.10.2011, when the last opportunity of two weeks was granted to file rejoinder, forfeiting the right if order is not complied with, and for that matter even on 08.02.2012, no allegation that “inspection of all the documents was not provided” or “certified ....... + More
- 2019 (11) TMI 904
Seizure of liquidation proceedings - recovery of dues - priority of claims - attachment of bank accounts - HELD THAT:- These two writ petitions can be disposed since Bombay High Court is seized of liquidation of M/s Madras Petrochem Limited and the issue regarding the priority of the claims has to be settled by the Bombay High Court in the pending liquidation proceedings subject to the outcome of SLP filed by the Assistant Commissioner (CT). All questions relating to the prioritising of rival claims as well as approving of the claims is to be undertaken by the Official Liquidator, attached to the Bombay High Court. The petitioner/ICICI Bank shall keep all the 8 (eight) Fixed Deposits renewed pending such exercise. The writ petitions are disposed off relegating the parties to make their submissions before the Official Liquidator, attached ....... + More
- 2019 (11) TMI 732
Handover of possession of the properties belonging to the Company (In Liquidation) - Permission to Official Liquidator to break open the lock put by the ex-management of J.B. Diamonds Limited, the Company (In Liquidation) on the premises namely Bharat Diamond Bourse, Office Space No.8120, Bandra Kurla Complex, Bandra (E), Mumbai-400 051 - takeover of physical possession of the assets of the Company, of which symbolic possession has already been taken by the Official Liquidator, and if necessary, with the assistance of the Police Authorities, by directing the tenants (tenancy rights whereof are disputed by the Official Liquidator) to vacate the premises. HELD THAT:- The record reveals gross collusion between the ex-directors of the Company in liquidation and the directors/partners of the tenants. All the suits have been filed by the tenant....... + More
- 2019 (11) TMI 319
Disqualification of Directors - defaulting directors - Use of DSC and DIN no by the disqualified director - Interpretation of statute - provisions of Section 164(2) and Section 167(1)(a) of the Companies Act, 2013 - default on the part of concerned companies in filing the annual returns and financial statements for the financial years 2014-2016. Whether the provisions of Section 164(2)(a) are retrospective? - HELD THAT:- A plain reading of Clause (a) of Section 167 (1) of the Act indicates that a Director would demit office if he incurs the disqualification under Section 164 of the Act. The proviso to Clause (a) of Section 167(1) of the Act was introduced with effect from 07.05.2018, by virtue of the Companies (Amendment) Act, 2018 Indisputably, the plain language of Section 164(2) read with Section 167(1)(a) of the Act leads to an absurd....... + More
- 2019 (11) TMI 318
Oppression and mismanagement - alleged oppression of a sole majority shareholder by the minority shareholders - preventing the Company from being struck-off by the Registrar of Companies as the Petitioner has not conducted any Meeting for a period of 6 years from the inception of the Company - Respondent No. 2 transferred part of his Shareholding to Respondent Nos. 3 and 4 (whom he claims to be his family members) in violation of the Articles of Association of the Company - also Respondent No. 3 and 4 as Additional Directors of the Company without the consent of the Petitioner who is the sole Majority Shareholder (by virtue of owning shares in excess of 90% of the total paid-up share capital of the Company). HELD THAT:- We are inclined to hold that the primary reason for the dispute between the parties arise on certain misunderstanding an....... + More
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