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Companies Law - Case Laws
Showing 41 to 60 of 62 Records
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2016 (2) TMI 551
Scheme of Amalgamation - Held that:- Considering the totality of the above facts and circumstances and taking into account the contentions raised in the affidavits and reply affidavits and the submissions advanced during the course of hearing, this Court is of the view that the observations made by the Regional Director, Ministry of Corporate Affairs, have been answered. It appears from the record that the present Scheme of Arrangement will be in the interest of the shareholders and creditors of all the companies as well as the public interest and the same deserves to be sanctioned. It is hereby sanctioned.
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2016 (2) TMI 447
Amalgamation - Scheme for the management and administration of BBPL - injunction - Held that:- The Board of Directors of 'BBPL' is superseded. Hon'ble Mr. Justice Permod Kohli and a former Chief Justice of Sikkim High Court is appointed as an Administrator of 'BBPL' company to look after its day to day affairs. The Administrator shall be provided with the office area in New Delhi befitting his Lordship's status by Respondent Nos. 1 & 2 and whole record of 'BBPL' be placed before him. The Learned Administrator may first explore the possibility of an amicable settlement by holding parleys between all parties and non-parties because they are all closely related. It is needless to say that the Administrator would associate Respondent No. 4 and 'BCDP' also while working out amicable settlement. The Administrator may exercise all powers of Board of Directors or Managing Director of 'BBPL' in conducting affairs of the company. All concerned shall assist the Learned Administrator. Further the Administrator may take all necessary steps to preserve and protect the properties of the 'BBPL' He may also depute counsels, if so desired, to defend litigation initiated by Petitioner No. 1 at the Bombay High Court and suit filed by 'BCDP' and Respondent No. 4 in City Civil Courts at Bangalore as well as in the High Court of Karnataka or any other litigation. The aforesaid course has been adopted as Petitioner No. 1 and Respondent No. 2 are not only real brothers but appears to be very close to each other at least in the past.
With immediate effect Petitioners and Respondents are restrained from operating the bank accounts of 'BBPL'. The bank account shall be operated only by the learned Administrator and none else. Any cash in hand with the Petitioners and/or Respondents belonging to BBPL be deposited with Ld. Administrator within one week from today.
The Learned Administrator shall be entitled to remuneration which may be fixed by his Lordship himself.
The meetings of the Board of Directors dated 22.02.2011 and 09.08.2014 along with resolutions passed therein are suspended at this stage instead of declaring them invalid. Likewise JDA dated 29.03.2011, Rectification Deed dated 15.04.2011 and GPA dated 29.03.2011 are also suspended instead of declaring them invalid.
The Ld. Administrator may at his discretion submit a report with regard to the affairs of the company and progress made concerning amicable settlement.
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2016 (2) TMI 435
Application for winding up of the respondent Company-Sumatex Limited - Failure to pay salary - The petitioner requested the Respondent Company to release his salary since February, 2013 by way of numerous e-mails, but to no avail. - whether unpaid salary of an employee would constitute debt.
Held that:- Indisputably, the petitioner had resigned from service on 7.8.12. According to the Respondent Company, the resignation tendered by the petitioner was accepted on the same day, but he continued to attend the office of the Company intermittently uptil January, 2013, for completing the pending work and he has been paid the salary upto the month of January, 2013. As per the stand of the Respondent Company, the petitioner deliberately did not file Form 32 and thus, failed to comply with legal and statutory obligation for a period of 4 months and therefore, the Company had no option but to file Form 32 on its own showing the cessation of the petitioner on 6.3.13 and on that account, suffered penalty for late filing.
Looking to the dispute sought to be raised by the Respondent Company regarding the petitioner's entitlement for various reason, it cannot be concluded that the liability regarding payment of salary as claimed by the petitioner stands proved/admitted by the Respondent Company and therefore, this Court is not inclined to direct winding up of the Respondent Company in terms of provisions of Section 433(e) of the Act.
Merely because a company has suffered loss in a particular financial year, it does not lead to conclusion that the position is irreversible and the financial condition of the company is deteriorated to such an extent that there is no possibility of revival. On the facts and the circumstances of the case, this Court is of the considered opinion that no just and equitable grounds exist for winding up of the company in terms of provisions of Section 433(f) of the Act either.
Petition dismissed - Decided against the appellant.
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2016 (2) TMI 386
Winding up petition - Held that:- It is prima facie evident that the respondent company has neglected to pay its due debt to the petitioner Bank despite its obligation and notice, and therefore per se is deemed to be insolvent.
The petition is accordingly, admitted. The citation of the winding up petition being admitted be published by the petitioner in two news papers i.e. The Times of India (English) and Dainik Bhaskar (Hindi) Jaipur Edition in terms of Rule 24 of the Companies (Courts) Rules, 1959.
The Citation be also published in Official Gazette.
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2016 (2) TMI 354
Scheme of Arrangement would be in the interest of the shareholders and creditors of all the companies, as well as in the public interest. The same, therefore, deserves to be sanctioned.
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2016 (2) TMI 317
Seeking approval of a scheme of arrangement under Sections 391 to 394 of the Companies Act, 1956 - learned Single Judge dismissed the petition - Held that:- It is on account of error that the learned Judge also observed that after implementation of the first part of the scheme, the shareholding pattern, the business and the profits etc. of the transferor and transferee companies will undergo change and that those figures and particulars are required to be presented before the members and the shareholders of the resultant companies and the other companies who are sought to be merged and demerged with the resultant company i.e. appellant No.1 as demerged. In the case of a composite scheme such as the one before us, the question of implementing the various components thereof separately does not and indeed cannot arise.
There is no question, therefore, of the particulars being required to be presented before the stakeholders and the Court upon implementation of each of the components. The consequence of each of the components is viewed by the stakeholders not independently but together with the other components while deciding whether or not to approve the scheme.
Company Appeal No. 52 of 2015 filed by the Demerged Companies and the Resulting Company respectively is allowed and the scheme is sanctioned as proposed. - Petitioners-appellants are directed to file a copy of this order along with a copy of the Scheme with the concerned Registrar of Companies, electronically, along with E-Form INC 28 in addition to physical copy as per the relevant provisions of the Companies Act, 1956.
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2016 (2) TMI 280
Scheme of Amalgamation - Scheme of arrangement is in the interest of the shareholders and creditors of all the companies as well as in the public interest, therefore, the same deserves to be sanctioned.
It is, however, directed that the petitioners shall preserve their books of Accounts, papers and records and shall not dispose of the records without the prior permission of the Central Government under Section 396A of the Companies Act, 1956. The petitioner shall further ensure statutory compliance of all applicable laws. On the sanctioning of the Scheme of Amalgamation, the petitioner Companies shall not be absolved of any of their statutory liabilities.
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2016 (2) TMI 279
Scheme of Amalgamation - Held that:- Taking into account the contentions raised in the affidavits and counter affidavits and the judgment cited at the Bar, this Court is satisfied that the observations made by the Regional Director, Ministry of Corporate Affairs no longer survive. This Court is of the view that the present Scheme of Arrangement is in the interest of the shareholders and creditors of all the companies as well as in the public interest therefore, it deserves to be sanctioned. Hence, the following order:
The prayers in terms of paragraph 16(a) of the Company Petition No. 352 of 2015, and paragraph 15(a) of Company Petition No. 353 of 2015 are hereby granted.
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2016 (2) TMI 243
Winding up petition - Held that:- On the basis of the material on record, the petitioner has succeeded, in primafacie establishing its case, especially, as the respondent-Company has not denied that it was liable to make the payment for the goods supplied by the petitioner which, according to it, was made to M/s.Unisilk Limited.
Considering all the above aspects and as no material has been produced on record substantiating the claim of the respondent-Company regarding the mutual agreement between the parties to make the payment through M/s.Unisilk Limited, in the view of this Court, the petition deserves to be admitted.
The Registry is directed to notify the present petition for final hearing on 10.03.2016. The admission of the petition shall be advertised in the English daily newspaper “The Times of India”, Ahmedabad Edition and the Gujarati daily newspaper, “Jansatta”, Ahmedabad Edition.
The Official Liquidator attached to this Court is appointed as the Provisional Liquidator of the respondent-Company and is directed to take over the charge and possession of the assets of the respondent-Company and to prepare an inventory of the office premises, books of accounts and all other assets of the respondent-Company, as required.
At this stage, a request is made by Mr.Niral Mehta, learned advocate for the respondent-Company that the petition may not be advertised for a period of two weeks. The request is granted in the interest of justice.
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2016 (2) TMI 242
Scheme of Amalgamation sanctioned. As directed that the petitioner shall preserve its books of accounts, papers and records and shall not dispose of the records without the prior permission of the Central Government under Section 396A of the Companies Act, 1956.
Filing and issuance of drawn up order is hereby dispensed with and all the authorities to act on a copy of this order along with the Scheme duly authenticated by the Registrar, High Court of Gujarat. The Registrar, High Court of Gujarat shall issue the authenticated copy of this order along with Scheme as expeditiously as possible.
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2016 (2) TMI 205
Scheme of Arrangement - Held that:- As on the basis of the material on record that the present Scheme of Arrangement would be in the interest of the shareholders and creditors of all the companies as well as in the public interest, therefore, the same deserves to be sanctioned.
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2016 (2) TMI 204
Scheme of Amalgamation - As the requirements of the provisions of sections 391 to 394 of the Companies Act, 1956 are satisfied. The Scheme appears to be genuine and bonafide and in the interest of the shareholders and creditors. This Court, therefore, considers it proper to allow Company Petitions and approve the Scheme. The Scheme stands sanctioned and the prayers made in the respective Company Petitions are granted.
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2016 (2) TMI 177
Scheme of Amalgamation - Scheme of arrangement is in the interest of the shareholders and creditors of all the companies as well as in the public interest, therefore, the same deserves to be sanctioned.
It is, however, directed that the petitioners shall preserve their books of Accounts, papers and records and shall not dispose of the records without the prior permission of the Central Government under Section 396A of the Companies Act, 1956. The petitioner shall further ensure statutory compliance of all applicable laws. On the sanctioning of the Scheme of Amalgamation, the petitioner Companies shall not be absolved of any of their statutory liabilities.
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2016 (2) TMI 176
Scheme of Amalgamation - amendment to clause - Held that:- As the scheme at clause 9(a) is hereby modified and relevant extract of the clause 9(a) be read as: “1(one) Equity shares of ₹ 10/each credited as fully paidup held by such member in the capital of the Transferor Company. In respect to entitlement to a shareholder, the same shall be rounded to the next nearest integer”. The amendment as above is permitted to be carried out in the Scheme.
As per the report of the Official Liquidator, the petitioner has undertaken to preserve the books of account, papers and records and not to dispose of the records without the prior permission of Central Government, as per the provisions of Section 396(A) of the Companies Act, 1956, as well to comply with all statutory provisions.
Considering the above facts and circumstances, the prayers made in the petitions are granted. The Scheme at Exhibit “D”, with both the petitions is sanctioned, with the modification as directed above, in respect of clause 9(a).
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2016 (2) TMI 134
Director competing the business of company in which he/she is already a Director - Infringement of goodwill - declaration, rendition of account, damages, permanent and mandatory injunctions seeked - violation of Section 166 of the Companies Act, 2013 and Section 88 of the Trusts Act, 1882 by defendant No.1 - Held that:- Defendant No.1 being the Director of defendant No.3 is entitled to 50% net-profit of the Company but at the same time, as she has violated her fiduciary duties and is guilty of breach of Section 166 of the Companies Act, 2013, the undue gain already made by her is liable to be paid to the Company under sub-Section 5 of Section 166 of the Act and the Director of the company is not to assign his office unless the breach is stopped. But under no circumstances, the Director can be allowed to compete the business of the Company, in which he/she is already a Director, to exploit the mark in order to give the impression to the public at large that he/she has any association or affiliation of the Company in which he/she is still a Director.
Subject to the condition and by filing of an affidavit of undertaking that (i) the defendants No.1 and 2 shall not use the mark PARAMOUNT, its goodwill in any manner in its Company – defendant No.2 and shall not poach teachers, students or staff members of defendant No.3 and within two weeks shall remove the word PARAMOUNT from all hoardings, advertisements, brochures and other materials and shall not open any new centre within the range of 100 meters where the centre of defendant No.3 already exists; (ii) she shall furnish the true account from February, 2015 till December, 2015 and every quarterly till the decision of the suit; the first statement would be filed by 15th February, 2016; (iii) she will not create any hurdle in smoothly going of defendant No.3 and she shall perform her fiduciary duties under the Act and sign all the requisite papers of the defendant No.3 and shall not create any hindrance of running business of defendant No.3 directly or indirectly.
In case of above said compliance and undertaking, the defendants No.1 and 2 are allowed to continue with the business of defendant No.2. In case of any breach, the plaintiff is entitled to move before Court for modification of order and then the Court may pass any appropriate orders.
Mr.Abhimanyu Mahajan, Advocate (Mobile No.9811103447) is appointed as a Local Commissioner to oversee the entire situation as per direction passed by this Court. In case the defendant No.1 wishes to inspect the record of defendant No.3 or attend the meeting or to visit office of the Company for any purposes, she will inform the Local Commissioner so that smooth atmosphere is created in order to avoid any untoward incident as earlier happened.
The defendant No.3 and plaintiff shall also maintain the correct accounts and to file before this Court from the date of filing of suit till December, 2015 and continue to file the same every quarterly so that actual figures of profits of defendant No.2 and defendant No.3 be ascertained after trial for adjustment purposes. The fee of the Local Commissioner is fixed at ₹ 60,000/- per visit at this stage which shall be paid by both the parties in equal proportion from the account of defendant No.3, subject to final adjustment.
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2016 (2) TMI 133
Scheme of amalgamation - Having examined the Scheme of Amalgamation, this Court finds nothing prejudicial to the interest of creditors, members of both the Transferor and Transferee Company or to public interest. All required procedures had been followed.
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2016 (2) TMI 93
Scheme of Amalgamation is sanctioned. It is, however, directed that the petitioner Transferor Company shall preserve its books of accounts, papers and record and shall not dispose of the records without the prior permission of the Central Government under Section 396A of the Companies Act, 1956.
The costs of both the petitions are determined at ₹ 7,500/each, payable to Shri Devang Vyas, learned Assistant Solicitor General of India. The petitioner Transferor Company is directed to pay an amount of ₹ 7,500/to the Official Liquidator.
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2016 (2) TMI 92
Scheme of Amalgamation - Scheme of arrangement is in the interest of the shareholders and creditors of all the companies as well as in the public interest, therefore, the same deserves to be sanctioned.
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2016 (2) TMI 50
Winding up petition - Held that:- In the instant case, despite receiving the legal notice, that no payment has been made to liquidate the amount payable by the Respondent-Company has not been disputed. Admittedly, the software was purchased by the Respondent-Company pursuant to the Agreement and even assuming that the alleged termination has to be accepted, a sum of ₹ 10,99,615/- was due by the Respondent-Company to the Petitioner.
Consequently, in case of the default of the payment of the said amount or any part thereof within the time specified herein the petitioner would be entitled for the relief in the above petition.
The Petitioner are directed to pay a sum of ₹ 10,99,615/- in this Court within three months from today.In case the Respondent -Company fails to deposit the said sum of ₹ 10,99,615/- or any part thereof within the said period, the petition shall stand admitted and the Petitioner shall proceed to publish the notice in two newspapers one in “The Navhind Times” and other in regional language Marathi “Gomantak”.In case the amount is deposited within the said period stipulated herein above, the petition shall stand accordingly dismissed with liberty to the Petitioner to recover the legal dues from the Respondent in accordance with law.
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2016 (2) TMI 49
Scheme of Amalgamation deserves to be sanctioned as on perusal of the Scheme and other documents on record, it appears that the requirements of the provisions of sections 391 to 394 of the Companies Act, 1956 are satisfied. The Scheme appears to be in the interest of the shareholders and creditors.
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