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Showing 481 to 500 of 2976 Records
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1993 (10) TMI 299
Liability to pay purchase tax on the oil-seeds purchased - Held that:- Appeal dismissed. No justification for the appellants to keep quiet for a period of 23 years and then come forward with an application for correction with retrospective effect from 1951. The appellants cannot plead ignorance of non-inclusion of oil-seeds for the purpose of extracting oil therefrom in their certificate for such a long period. Thus they cannot now seek retrospective correction covering such a long period.
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1993 (10) TMI 291
Issues Involved:
1. Inability to pay debt.
2. Dispute over the type of sales tax form required (Form H vs. Form C).
3. Bona fide dispute regarding the debt.
4. Procedural aspects of winding up petition.
Detailed Analysis:
1. Inability to Pay Debt:
The petitioner, Unitron Limited, sought the winding up of Unicorp Industries Ltd. on the grounds of its inability to pay the debt owed. The respondent had placed a purchase order for goods totaling Rs. 3,70,000, with the stipulation that sales tax would be paid against Form H, indicating the goods were intended for export. The petitioner supplied the goods and later requested Form H for tax purposes. The respondent failed to provide Form H, leading to the petitioner paying the sales tax and subsequently demanding reimbursement from the respondent. The respondent's failure to pay led to the petitioner serving a statutory notice under section 434 of the Companies Act, demanding Rs. 31,031.71 for the sales tax paid.
2. Dispute Over the Type of Sales Tax Form Required (Form H vs. Form C):
The respondent initially agreed to provide Form H but later claimed that the goods were for local market use and thus only Form C could be issued. The respondent argued that issuing Form H would have been illegal as the goods were not exported. The petitioner refuted this, stating that the purchase order explicitly mentioned Form H, and the goods were supplied under this condition. The respondent's inconsistent offers of Form H, then Form C, and later Form ST-35, were highlighted as contradictory and unsupported by any documentation.
3. Bona Fide Dispute Regarding the Debt:
In a winding up petition, the court examines if the respondent's defense is raised in good faith, likely to succeed on a point of law, and supported by prima facie proof. The respondent claimed a genuine dispute over the debt, asserting that the petitioner was aware the goods were for the local market, not for export. However, the court found the respondent's defense to be an afterthought and not bona fide. The respondent's failure to consistently communicate or document the alleged mistake regarding Form H, and the changing stance on the type of form to be provided, undermined the credibility of their defense. The court noted that the respondent did not provide any prima facie evidence to support their claim that the goods were used domestically.
4. Procedural Aspects of Winding Up Petition:
The court emphasized that a winding up petition is not a legitimate means to enforce payment of a debt that is bona fide disputed. The court must first determine if the dispute is genuine or a mere pretext for the company's inability to pay. The respondent's defense was found to lack prima facie substance and was deemed a neglect of debt payment. The court admitted the petition for hearing, allowing for the publication of the citation in newspapers but delayed the publication for two months to give the respondent an opportunity to settle the debt.
Conclusion:
The court concluded that the respondent had not set up a bona fide dispute and had failed to provide consistent and credible evidence to support their claims. The petition for winding up was admitted, with a two-month period given to the respondent to pay the debt before the citation would be published.
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1993 (10) TMI 290
Issues:
1. Winding up petition filed by Mayar Traders Ltd. against Akhil Service Ltd. for unpaid debts related to printing lottery tickets.
2. Dispute over non-payment of outstanding amount by Akhil Service Ltd. and counter-claim for damages due to delayed delivery of lottery tickets.
3. Legal implications of settlement letter dated January 29, 1992, acknowledging debt and subsequent non-payment by Akhil Service Ltd.
4. Interpretation of the settlement letter as an admission of liability under section 433(e) of the Companies Act.
5. Examination of arguments regarding the validity of the settlement letter and the absence of a bona fide dispute raised by Akhil Service Ltd.
6. Consideration of precedents related to acknowledgment of debt, liability admission, and the requirement to establish discharge of debt.
Analysis:
1. Mayar Traders Ltd. filed a winding up petition against Akhil Service Ltd. for unpaid debts arising from printing lottery tickets. The agreement between the parties stipulated delivery schedules for various lottery draws, leading to an outstanding amount of Rs. 1,78,000 owed by Akhil Service Ltd. Despite some payments made, a settlement letter dated January 29, 1992, confirmed an admitted liability of Rs. 1,02,721.03, which remained unpaid despite repeated reminders and a statutory notice issued by Mayar Traders Ltd.
2. Akhil Service Ltd. disputed the outstanding amount, claiming damages due to alleged delays in the delivery of lottery tickets by Mayar Traders Ltd. The respondent argued that the petitioner breached the agreement by not adhering to the delivery schedule, resulting in losses and damages. A counter-claim of Rs. 1,35,780 was raised by Akhil Service Ltd., contending that the settlement letter was not a valid acknowledgment of liability.
3. The settlement letter dated January 29, 1992, played a crucial role in the case, with Mayar Traders Ltd. asserting it as an admission of debt by Akhil Service Ltd. The court analyzed the legal implications of this letter, considering it as a valid acknowledgment of liability under section 433(e) of the Companies Act, establishing the debt due and payable by Akhil Service Ltd.
4. The court examined the settlement letter in light of legal precedents related to acknowledgment of debt and liability admission. It emphasized that the settlement amount of Rs. 1,02,721.03 was not a mere acknowledgment but a final settlement after discussions, indicating the present liability of Akhil Service Ltd. The petitioner's invocation of section 433 required proving the existence of a debt, which was established through the settlement letter.
5. Akhil Service Ltd. contested the validity of the settlement letter, arguing that it was procured and did not constitute a new contract or a basis for the winding up petition. The respondent's defense was scrutinized, with the court dismissing the claim of a bona fide dispute, as the settlement letter clearly acknowledged the debt, and no substantial defense was raised by Akhil Service Ltd.
6. The court referred to legal decisions regarding acknowledgment of debt and liability disputes to assess the validity of the settlement letter. It highlighted the absence of a bona fide dispute raised by Akhil Service Ltd., emphasizing that the admitted liability remained unpaid, justifying Mayar Traders Ltd.'s right to file the winding up petition. The court ordered the admission of the petition for further hearing and publication in specified newspapers.
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1993 (10) TMI 288
Issues Involved:
1. Entitlement to the recovery of Rs. 97,775.76 inclusive of interest.
2. Limitation of the claim.
3. Legality of the hire-purchase agreement dated November 15, 1978.
4. Consideration of the hire-purchase agreement.
5. Fabrication of entries in the account books.
Issue-wise Detailed Analysis:
1. Entitlement to Recovery of Rs. 97,775.76:
The learned company judge initially held in favor of the petitioning companies, decreeing the claim petitions. However, upon appeal, it was determined that the hire-purchase agreements were invalid and unenforceable due to a lack of authorization by the appellant company for its directors to enter into such agreements. The court found no positive evidence that the board of directors had authorized the agreements. Consequently, no liability could be fastened on the appellant company based on the invalid agreements.
2. Limitation of the Claim:
Issue No. 2 regarding the limitation of the claim was given up by the counsel for the appellant during the proceedings, and thus, it was not contested further in the judgment.
3. Legality of the Hire-Purchase Agreement:
The court concluded that the hire-purchase agreements were per se invalid and unenforceable. It was imperative for the petitioning companies to establish that the appellant company had authorized its directors to enter into the agreements. No such authorization was proved. The agreements were found to be invalid as they were entered into by individuals without the necessary authority from the appellant company.
4. Consideration of the Hire-Purchase Agreement:
The court found that the petitioning companies were not the owners of the vehicles mentioned in the hire-purchase agreements. The agreements stated that the petitioning companies were the full owners of the vehicles, which was contradicted by the testimony of Shri Bhupinder Singh Bala. He admitted that the companies were neither the owners nor in possession of the vehicles and that the vehicles were actually the property of the appellant company. Therefore, the agreements were without consideration, as no valid transfer of possession for consideration was established.
5. Fabrication of Entries in the Account Books:
The court found that the ledger account relied upon by the petitioning companies was not supported by corroborative evidence such as cash vouchers or entries in the appellant company's account books. The petitioning companies failed to establish that any amount was due from the appellant company. The claim petitions were based on book entries without substantive proof of actual transactions.
Conclusion:
The appeals were successful, and the judgments and decrees under challenge were set aside. The claim petitions filed by the petitioning companies were dismissed with costs. The court emphasized the necessity of proper authorization and actual consideration for the validity of hire-purchase agreements, which were lacking in this case.
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1993 (10) TMI 286
Issues Involved:
1. Non-compliance with Section 454 of the Companies Act, 1956.
2. Whether the respondent was a director at the relevant date.
3. Obligation of former directors to submit a statement of affairs.
4. Reasonable excuse for non-compliance.
Detailed Analysis:
1. Non-compliance with Section 454 of the Companies Act, 1956:
The petitioner sought to summon and punish the respondent under Section 454(5) of the Companies Act, 1956, for failing to comply with the requirements of Section 454, which mandates filing a statement of affairs of the company. The official liquidator asserted that the respondent, a former director, failed to submit the statement despite being notified.
2. Whether the respondent was a director at the relevant date:
The respondent contended that he resigned as a director effective September 19, 1981, and communicated this to the Registrar of Companies. This resignation was acknowledged on September 26, 1981. The court noted that the official liquidator did not dispute this resignation and failed to categorically state that the respondent was a director on the relevant date, November 17, 1989. Therefore, the court concluded that the respondent was not a director at the relevant date, making him not duty-bound to file the statement within 21 days as required by Section 454(3).
3. Obligation of former directors to submit a statement of affairs:
The court analyzed Section 454(2) and (3) to determine the categories of persons obligated to submit and verify the statement of affairs. It was clarified that the duty to submit the statement applies to current officers on the relevant date and those specified under clauses (a) to (d) of Section 454(2). Clause (a) includes former officers without a time limitation. The court held that former directors could be required to submit the statement only upon a direction from the court or notice from the official liquidator.
4. Reasonable excuse for non-compliance:
The respondent argued that he lacked intimate knowledge of the company's affairs and possession of its assets, books, and papers since his resignation in 1981. The court found no material evidence from the official liquidator to counter the respondent's claims. The court referenced several judgments, including P.M.A. Nambudiripad v. Official Liquidator, which supported the view that former directors could be required to submit the statement only if they had the necessary information and material. The court concluded that the respondent had a reasonable excuse for not filing the statement, as he was not in a position to do so due to his long absence from the company's affairs.
Conclusion:
The court dismissed the company application, holding that the respondent did not commit an offence under Section 454(5) of the Companies Act, 1956, as he had a reasonable excuse for not filing the statement of affairs. The court clarified that this order does not preclude the official liquidator from seeking the respondent's assistance in the winding up of the company, to which the respondent agreed to comply.
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1993 (10) TMI 272
Issues:
Winding up petition based on inability to pay debts, dispute over goods supplied, defense raised by respondent company, payment of outstanding amount.
Analysis:
The petitioner filed a winding-up petition against the respondent company, claiming unpaid balance for goods supplied. The petition detailed the supply, invoices, and unpaid bills totaling Rs. 85,367.78. The respondent acknowledged paying the first five bills but disputed the last two bills' quality, informing the petitioner via telegram. The respondent claimed they were only liable to pay Rs. 8,363 for the goods supplied incorrectly. A previous court order directed the respondent to deposit the admitted amount, but the respondent sent a cheque directly to the petitioner, which was not encashed due to non-compliance with the court order.
The court noted the respondent's timely dispute regarding the quality of goods supplied, as evidenced by the telegram informing the petitioner. The defense raised by the respondent was deemed genuine and bona fide, not an afterthought to evade payment. Consequently, the court dismissed the winding-up petition, emphasizing the legitimacy of the respondent's defense. Regarding the ordered payment of Rs. 8,363, the petitioner agreed to accept the amount without prejudice to their rights, upon receiving a fresh cheque from the respondent.
In the final order, the court dismissed the petition without costs, instructed the petitioner to return the original cheque, and directed the respondent to issue a new cheque for Rs. 8,363. The court also expedited the issuance of a certified copy of the judgment for both parties' records.
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1993 (10) TMI 271
Issues: Delay in transferring shares by Unit Trust of India; Compensation for the delay
In the case before the Punjab State Consumer Disputes Redressal Commission, the complainant alleged an unwarranted delay by the Unit Trust of India in transferring shares to her name. The complainant had purchased 500 shares from a seller in 1990 and sent them for transfer, but due to an error in the computer program, the shares were not registered in her name until 1992. The respondent admitted to the mistake caused by the computer program's inability to differentiate between two individuals with similar names. The Commission noted the delay of over two years in transferring the shares and found both respondents deficient in their service to the complainant. The Commission acknowledged the difficulty in quantifying the loss but awarded compensation of Rs. 15,000 to the complainant, considering the market fluctuations and the delay suffered. The compensation amount included interest and litigation costs. The Commission directed the Unit Trust of India to pay the compensation within two months, warning of consequences under the Consumer Protection Act, 1986 if the payment was not made promptly. The complaint was allowed in favor of the complainant.
This judgment primarily addresses the issue of delay in transferring shares by the Unit Trust of India to the complainant's name. The complainant faced an unjustifiable delay of over two years due to an error in the computer program of the respondent, which failed to differentiate between two individuals with similar names. Despite the complainant sending the shares for transfer in 1990, the shares were only registered in her name in 1992. The Commission found both respondents at fault for this delay and deemed their service deficient. The Commission recognized the challenge in precisely calculating the loss incurred by the complainant but awarded compensation of Rs. 15,000, considering the prolonged delay and market fluctuations. The compensation amount included interest and litigation costs, aiming to address the inconvenience caused to the complainant. The decision to award compensation was based on the principle of ensuring justice and rectifying the harm suffered by the complainant due to the delay in transferring the shares.
The judgment also emphasizes the importance of prompt and efficient service by entities like the Unit Trust of India in handling share transfers. The Commission highlighted that delays in such processes can have financial implications for consumers, especially in a volatile market environment. By awarding compensation, the Commission sought to uphold consumer rights and hold the respondent accountable for the delay experienced by the complainant. The directive to pay the compensation within a specified timeframe underscores the Commission's commitment to ensuring timely redressal for consumer grievances. Overall, the judgment serves as a reminder to service providers to exercise diligence and accuracy in their operations to prevent unnecessary delays and inconvenience to consumers.
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1993 (10) TMI 270
The High Court of Bombay rejected a petition for winding up Blue Star Limited filed by Kelvinator of India Limited due to a reasonable and bona fide dispute over debts. The court found that the respondent-company's commercial solvency was not in jeopardy. The petition was dismissed with no costs.
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1993 (10) TMI 269
Issues involved: Petition for sanction to the scheme of amalgamation u/s 391 to 394 of the Companies Act, 1956 opposed by secured creditors, non-compliance with statutory requirements.
In this judgment, the High Court of Bombay considered a petition for sanction to a scheme of amalgamation under sections 391 to 394 of the Companies Act, 1956. The scheme involved the merger of a transferee company with a transferor company, with the transferee company taking over the liabilities of the transferor company. However, the merger was opposed by two secured creditors, Bank of India and Dena Bank, due to concerns regarding heavy debt levels of both companies and inadequate security assets compared to liabilities.
The creditors objected to the merger on the grounds that both companies were heavily indebted, with liabilities exceeding assets, putting their claims at risk. They also highlighted the lack of compliance with statutory procedures, such as not convening meetings of creditors and shareholders to obtain consent. The court noted that mandatory requirements, including holding meetings and obtaining consent, were not met, and emphasized the importance of disclosing all material facts related to the companies' financial positions.
The court found that the petitioners failed to provide authenticated financial information as required by the statute, presenting only "Unaudited (Provisional) Financial Results" in a vague manner. Due to the substantial objections raised by the creditors and the failure to comply with statutory provisions, the court rejected the petition for sanctioning the merger. The court upheld the creditors' concerns about the potential jeopardy to their claims in case of the merger. Consequently, the petition was rejected, with no order as to costs issued by the court.
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1993 (10) TMI 268
Issues:
1. Whether a winding-up petition filed without obtaining prior permission under section 22(1) of the Sick Industrial Companies (Special Provisions) Act, 1985 from the Board for Industrial and Financial Reconstruction against a company already declared as a sick unit is void ab initio and liable to be dismissed.
2. Whether a winding-up petition can be kept alive by keeping it in abeyance pending the inquiry or preparation of a scheme under the SIC Act.
Analysis:
1. The primary issue in this judgment revolves around the requirement of obtaining prior permission under section 22(1) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SIC Act) before filing a winding-up petition against a company declared as a sick unit. The court emphasizes that if a reference is made to the Board for Industrial and Financial Reconstruction (BIFR) prior to filing the petition, and such reference is pending, then no winding-up proceedings can be initiated without the consent of the Board. The court highlights the distinction between proceedings initiated before and after the reference to BIFR, emphasizing the mandatory nature of obtaining the Board's consent in such cases. The judgment cites precedents, including the Supreme Court decision in Gram Panchayat v. Shree Vallabh Glass Works Ltd., which reinforce the necessity of prior consent from the Board before pursuing winding-up proceedings against a sick company. The court also refers to local decisions, such as Ramniklal and Co. v. Wallace Flour Mills Co. Ltd., where it was held that proceedings can be kept in abeyance if the company is declared sick after the petition is filed.
2. The second issue addressed in the judgment pertains to whether a winding-up petition can be maintained by keeping it in abeyance pending an inquiry or the preparation of a scheme under the SIC Act. The court clarifies that in cases where a company is declared as a sick unit prior to the filing of the petition, and the company claims protection under section 22(1) of the SIC Act, the petition may be dismissed if filed without the Board's prior consent. The judgment cites the case of G.J. Gelatine Products Ltd., In re, where a similar claim was accepted, and the petition was dismissed. Additionally, the court refers to the Gujarat High Court's decision in Testeels Ltd. v. Radhaben Ranchhodlal Charitable Trust, which upheld the dismissal of a winding-up petition filed without the Board's consent. Based on the legal provisions and precedents discussed, the court concludes that the petition in question is not maintainable due to the absence of prior consent from the BIFR.
In conclusion, the judgment dismisses the winding-up petition for failing to obtain the necessary prior consent from the Board under section 22(1) of the SIC Act. The court's decision is supported by legal provisions, precedents, and a clear interpretation of the statutory requirements for initiating winding-up proceedings against a company declared as a sick unit.
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1993 (10) TMI 267
Issues:
1. Non-compliance with requirements of section 454 of the Companies Act, 1956.
2. Duty of ex-directors to file a statement of affairs of the company in liquidation.
3. Allegation of offense under sub-section (5) of section 454 of the Act.
4. Legal procedure for trial of summons cases by magistrates.
Analysis:
The judgment pertains to a company application filed under subsections (5) and (5A) of section 454 of the Companies Act, 1956, seeking to summon and punish the respondent for non-compliance with the statutory requirements. The court noted that the duty to file a statement of affairs under sub-section (2) of section 454 arises only for individuals who were directors of the company on the relevant date of winding up. In this case, the affidavit did not establish that the respondent was a director on the specified date, thus creating a crucial gap in the allegation of offense under sub-section (5) of section 454.
Furthermore, the court highlighted that the official liquidator failed to demonstrate that any direction was given to the respondent to file the required statement, as mandated by sub-section (2) of section 454. Despite issuing a notice, the official liquidator did not serve it on the respondent, raising doubts about the validity of the complaint. Consequently, the court found that the official liquidator did not establish the commission of an offense under sub-section (5) of section 454, leading to the dismissal of the company application.
The respondent, in his defense, asserted that he had resigned as a director of the company prior to the winding up order and had fulfilled the necessary formalities regarding his resignation. The court considered the uncontroverted fact of his resignation and concluded that no case was made out against the respondent concerning his obligation to submit the statement of affairs of the company. As a result, the court dropped the proceedings against the respondent and dismissed the company application.
Regarding the legal procedure for trial of summons cases by magistrates, the court referred to a Supreme Court ruling emphasizing that if no offense is disclosed in the complaint, the magistrate has the discretion to drop the proceedings. Applying this principle, the court determined that the facts alleged against the respondent did not amount to an offense under sub-section (5) of section 454. Consequently, the court exercised its discretion to drop the proceedings and dismiss the company application.
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1993 (10) TMI 243
Issues Involved:
1. Denial of benefit of Notification No. 162/86-C.E., dated 1-3-1986.
2. Invocation of the extended period for demand under Rule 9(2) read with Section 11 of the Central Excises & Salt Act, 1944.
3. Imposition of penalty.
Detailed Analysis:
1. Denial of Benefit of Notification No. 162/86-C.E., dated 1-3-1986:
The appellants argued that they were entitled to the exemption under Notification No. 162/86-C.E., as they had paid duty on both the chassis and the equipment used in manufacturing special purpose motor vehicles. They contended that they had been filing classification lists since 1986-87, which were approved by the Assistant Collector, and thus were clearing the vehicles at nil duty. They also cited a previous ruling in their favor (1988 (37) E.L.T. 213).
The Collector disagreed, stating that the appellants did not meet the conditions of the notification, as they had not paid duty on the entire equipment. He argued that the equipment had not suffered duty under the relevant tariff entry, and thus the exemption was not applicable. The Collector also held that the appellants' actions amounted to mis-statement and suppression, justifying the invocation of the extended period.
The Tribunal, however, found the Collector's reasoning to be "hair-splitting" and held that the term 'equipment' in the notification referred to all items fitted on the chassis, not just raw materials. The Tribunal concluded that the duty had been paid on the raw materials, and hence the notification was applicable. They relied on the previous ruling in the appellants' own case, which stated that specialized equipment did not come into existence as a separate identifiable article but only as a fixture on the vehicle.
2. Invocation of the Extended Period for Demand:
The appellants argued that there was no suppression or mis-statement, as they had been transparent in their classification lists and had submitted monthly returns. They pointed out that the department had issued show-cause notices in the past, indicating that it was fully aware of their activities.
The Tribunal agreed with the appellants, noting that the classification lists clearly described the vehicles and that the department had been aware of their manufacturing activities through previous show-cause notices and visits by the Assistant Collector. Therefore, the Tribunal held that the invocation of the extended period was not justified.
3. Imposition of Penalty:
The Collector had imposed a penalty of Rs. 1 lakh on the appellants for not clearing their manufacturing activity and mis-stating facts to evade duty.
Given the Tribunal's findings that there was no suppression or mis-statement and that the appellants were entitled to the benefit of the notification, the imposition of the penalty was also set aside.
Separate Judgments:
Member (Judicial):
The Member (Judicial) held that the appellants were entitled to the benefit of the notification and that there was no suppression or mis-statement. The order was set aside, and the appeal was allowed.
Member (Technical):
The Member (Technical) disagreed on the applicability of the notification but concurred that the demand was time-barred due to the absence of suppression or mis-statement. Therefore, the appeal was allowed on the ground of limitation.
Conclusion:
The Tribunal set aside the impugned order, allowing the appeal and holding that the appellants were entitled to the benefit of the notification and that the extended period for demand was not justified due to the lack of suppression or mis-statement.
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1993 (10) TMI 235
National Commission - Jurisdiction of - Whether a case, wherein elaborate evidence would have to be taken regarding purchase/sale of shares, their prevailing prices in market, etc., as also regarding precise instructions given by complainant on telephone to opposite party, as in instant case, and wherein allegations of fraud and manipulation of accounts were made which could not be decided on basis of affidavits, would be a fit case to be dealt with by consumer forums - Held, no
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1993 (10) TMI 234
Consumer - Meaning of - Whether those who purchase shares/debentures from existing shareholders and seek transfer from company in their name are persons who have hired services of company for consideration, consideration being value of shares/debentures and they are, therefore, consumers within meaning of section 2(1)(d) - Held, yes
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1993 (10) TMI 233
Issues Involved:
1. Nature of jurisdiction under section 155 of the Companies Act, 1956.
2. Whether the jurisdiction of the civil court to entertain disputes relating to title to shares is barred.
Summary:
1. Nature of Jurisdiction under Section 155 of the Companies Act, 1956:
The primary issue addressed is the nature of jurisdiction the company court exercises u/s 155 of the Companies Act, 1956, in petitions seeking rectification of the register of members. The court examined whether this jurisdiction is of a summary nature and if the company court can decline to entertain petitions involving complicated and disputed questions of facts requiring extensive evidence. The judgment highlights that the remedy provided by section 155 is summary and is intended for non-controversial matters or those requiring quick decisions to prevent irreparable injury. The court can decline to entertain petitions involving serious disputes necessitating regular investigation and relegate the parties to a civil suit. The discretionary nature of the power under section 155 allows the company court to decide whether to entertain a petition based on the complexity of the issues involved.
2. Jurisdiction of Civil Court to Entertain Disputes Relating to Title to Shares:
The court also addressed whether the jurisdiction of the civil court to entertain disputes relating to the title to shares is barred. It was concluded that the jurisdiction of the civil court is not barred and remains wide, unrestricted, and unlimited. The ouster of the jurisdiction of the civil court is not to be readily inferred and must be explicitly expressed or clearly implied. The court emphasized that section 155 does not abrogate the provision of filing a suit as available under section 9 of the Code of Civil Procedure. Therefore, the remedy of a suit for adjudication of disputes relating to the title to shares is not barred, and parties can choose to file a regular suit for such disputes.
Conclusion:
1. The jurisdiction exercised by the company court under section 155 of the Act is discretionary and summary in nature.
2. In exercise of discretionary and summary jurisdiction, the company court can decline to entertain petitions involving disputed and complicated questions requiring examination of extensive oral and documentary evidence.
3. The remedy of suit for adjudication of disputes relating to title to shares is not barred.
The reference is answered accordingly.
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1993 (10) TMI 232
Whether in proceedings for enforcement of a foreign award under the Foreign Awards Act it is permissible to impeach the award on the merits?
Held that:- In view of the provision in the scheme, all pending suits, appeals or other proceedings of whatever nature by or against the transferor company, viz., Renusagar, shall not abate or be discontinued or in any way be prejudicially affected by reason of the transfer of the undertaking of Renusagar and the said proceedings may be continued, prosecuted and enforced by or against Renusagar as if the scheme had not been made. The scheme of amalgamation does not, therefore, in any way affect the continuance of the proceedings in the above appeals in this court by Renusagar and in these circumstances, we find no ground for substituting the name of Hindalco Industries Ltd., as the appellant in place of Renusagar in C. A. No. 71 of 1990. The said application is, therefore, rejected.
In the result, C.A. Nos. 71 and 71A of 1990 and C.A. No. 379 of 1992 are dismissed and the decree passed by the High Court is affirmed with the direction that in terms of the award an amount of US $ 12,333,355.14 is payable by Renusagar to General Electric out of which a sum of US $ 6,289,800 has already been paid by Renusagar in discharge of the decretal amount and the balance amount payable by Renusagar under the decree is US $ 6,043,555.14 which amount on conversion in Indian rupees at the rupee dollar exchange rate of ₹ 31.53 per dollar prevalent at the time of this judgment comes to ₹ 19,05,53,293.56. Renusagar will be liable to pay future interest at 18 per cent. on this amount of ₹ 19,05,53,293.56 from fine date of this judgment till payment. The parties are left to bear their own costs.
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1993 (10) TMI 231
Whether Triputi should be made liable to pay interest at the rate of 15 per cent per annum?
Held that:- As already referred to the various orders of this court which indicate quite clearly with what reluctance and over what span of time Triputi paid the sum of Rs. 1 crore 98 lakhs ; that itself makes the payment of interest thereon appropriate. Coupled therewith is the undertaking aforementioned. We are, therefore, of the view that Triputi must pay interest upon the amount of Rs. 1 crore 98 lakhs at the rate of 15% per annum from January 1, 1989, till payment. Such payment shall be made within 12 weeks from today. We make it clear that in the event that the amount of interest as aforementioned is not paid within 12 weeks from today, it shall be open to one or more of the aggrieved parties to take appropriate proceedings against Triputi and its directors.
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1993 (10) TMI 230
Whether the High Court to which the appeal lies under section 10F from an order of the Company Law Board is the High Court having jurisdiction in relation to the place at which the registered office of the company is situate or it is the High Court having jurisdiction in relation to the place at which the Company Law Board makes the order under appeal?
Held that:- Appeal allowed. The expression "the High Court" in section 10F of the Companies Act means the High Court having jurisdiction in relation to the place at which the registered office of the company concerned is situate as indicated by section 2(11) read with section 10(1)(a) of the Act. Accordingly, in the present case, the appeal against the order of the Company Law Board would lie in the Madras High Court which has jurisdiction in relation to the place at which the registered office of the company concerned is situate and not the Delhi High Court merely because the order was made by the Company Law Board at Delhi. This appeal is allowed and the impugned order made by the Delhi High Court is set aside resulting in acceptance of the preliminary objection raised by the appellants in the Delhi High Court.
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1993 (10) TMI 209
Issues:
1. Change in assessment practice regarding duty on wrapping paper.
2. Time-barred demand for duty.
3. Applicability of Central Excise Rules 9 and 49.
4. Classification of packing and wrapping paper under Item No. 17(3) CET.
5. Retrospective effect of Rule amendments on duty levy.
Analysis:
1. The appeal involved a dispute over the change in assessment practice regarding the duty on wrapping paper used by the appellants, who were manufacturers of paper. The Departmental authorities insisted on separate assessment of wrapping paper and the paper wrapped, leading to a demand for differential duty. The appellants argued that the change should be prospective and that the demand for the period prior to one year from the notice was time-barred under Rule 10 of the Central Excise Rules.
2. The Asstt. Collector rejected the appellants' contention on the change in assessment practice but accepted that the demand for a specific period was time-barred. However, a demand for a different period was confirmed. The Appellate Collector upheld most of the Asstt. Collector's order, modifying the enforceable period for the demand.
3. The appellants raised various points in their revision application, including the internationally recognized practice of including wrapper paper weight in the ream of paper, the payment of duty on wrapper paper at the rate of the contents paper, and the retrospective enforcement of any revision in assessment practice to the disadvantage of the assessee.
4. The Tribunal considered the classification of packing and wrapping paper under Item No. 17(3) CET. The appellants' classification list also indicated the same classification. The Tribunal emphasized that excise duty must comply with the provisions of the Excise law, regardless of international trade practices or standards set by organizations like the ISI.
5. The Tribunal analyzed the applicability of Central Excise Rules 9 and 49, particularly in light of retrospective amendments. It clarified that duty on wrapping paper should have been levied before its utilization in packing other paper varieties. The retrospective effect of the Rule amendments provided a legal basis for the demand raised by the Department.
6. Ultimately, the Tribunal rejected the appeal, stating that the demand for duty on wrapping paper was valid and enforceable. The Stay Order issued earlier was vacated as a result of the appeal dismissal.
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1993 (10) TMI 202
Issues Involved:
1. Validity of the Stay Order dated 13-4-1992.
2. Necessity of a detailed order for the Miscellaneous application.
3. Compliance with procedural rules and judicial propriety.
Issue-wise Detailed Analysis:
1. Validity of the Stay Order dated 13-4-1992:
The Tribunal initially granted an unconditional stay to the appellant, M/s. Triveni Sheet Glass Works Limited, on 29-1-1992. The respondent filed a Miscellaneous application on 7-4-1992 seeking modification of the stay order. On 13-4-1992, the Tribunal rejected the Miscellaneous application with the note, "Detailed order would follow," and proceeded with the hearing on merits. The Tribunal later concluded that the order dated 13-4-1992 was not valid in the eyes of law because no detailed order was issued, and the Member (Judicial) who was part of the bench had left the Tribunal, making it impossible to issue a detailed order later.
2. Necessity of a Detailed Order for the Miscellaneous Application:
The respondent argued that the order dated 13-4-1992 was not final as no detailed order was issued, citing Rule 26 of the CEGAT (Procedure) Rules and several judicial precedents. The Tribunal referenced multiple cases, including Basti Sugar Mills Co. Ltd. v. CCE, Vasudeo Vishwanath Saraf v. New Education Institute, and M/s. Mahabir Prasad Santosh Kumar v. State of U.P., which emphasized the necessity of a reasoned and speaking order for judicial propriety and appellate review. The Tribunal concluded that a detailed order was necessary to validate the decision.
3. Compliance with Procedural Rules and Judicial Propriety:
The Tribunal examined procedural compliance, including the requirement for judgments to be signed and pronounced in open court as per Order XX, Rules 1, 2, and 3 of the Code of Civil Procedure. The Tribunal highlighted the importance of recording reasons for judicial decisions to ensure transparency and fairness, referencing the Supreme Court's decision in Surendra Singh and Others v. State of Uttar Pradesh, which stated that a judgment must be formally declared in open court to be valid. The Tribunal found that the procedural requirements were not met, as the detailed order was not issued, and the Member (Judicial) was no longer in a position to sign it.
Conclusion:
The Tribunal concluded that the order dated 13-4-1992 was not a valid order in the eyes of law due to the lack of a detailed order and procedural non-compliance. Consequently, the Tribunal ordered that the Miscellaneous application filed by the Revenue would be heard on merits on 15th November 1993.
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