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Showing 41 to 49 of 49 Records

• 2017 (5) TMI 318 - BOMBAY HIGH COURT
  

  Void lease deed - prayer for an order and direction to hand over possession of the property of the company in liquidation to the official liquidator - Held that:- The onus was on Modi Rubber Limited as well as Bharat Marketing to plead and prove that the said alleged sub-lease in favour of Bharat Marketing by Modi Rubber Limited was not only a bonafide transaction but was in the interest of the company in liquidation and also that the said transaction was carried out in ordinary course of business by the company in liquidation. It is not in dispute that it was not the business of the company in liquidation to grant property of the company on lease or sub-lease. Modi Rubber Limited as well as Bharat Marketing have failed to plead and prove that the transaction was a bonafide transaction and was in the interest of the company, for the benefit of the company in liquidation and was carried out in ordinary course of business.

  The Calcutta High Court in case of Prudential Capital Markets Limited (in liquidation) [2007 (10) TMI 393 - HIGH COURT OF CALCUTTA] as considered the similar facts and has held that section 536(2) of the Companies Act, 1956 provides for preservation of all the assets of a company upon commencement of the winding up proceedings, for ultimate distribution thereof amongst the creditors following winding up. It is held that the disposition of its properties and the effects made by a company after commencement of the winding up is covered by section 536(2) of the Companies Act, 1956. The Calcutta High Court declared the lease as void and held that the respondent was not entitled to any protection to remain in possession of the shops in question and was also not entitled to any protection under Andhra Pradesh Rent Control Act. The Company Court accordingly, directed the respondent to deliver vacant possession of the shops to the Official Liquidator.

  For the aforesaid reasons, the sub-lease executed by Modi Rubber Limited on 20th May, 2002 in favour of Bharat Marketing is thus declared as void. The oral application made by Modi Rubber Limited and Bharat Marketing for validating the said sub-lease is rejected. The Official Liquidator has made out a case for an order and direction against Bharat Marketing to hand over vacant and peaceful possession of the property of the company in liquidation as prayed in prayer clause (b) of the Official Liquidator's Report.

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• 2017 (5) TMI 316 - BOMBAY HIGH COURT
  

  Winding up petition - Held that:- Indian Overseas Bank has already filed 52 original applications before Debt Recovery Tribunal, Bombay against the respondent for recovery of over ₹ 1123,19,62,542/-. This court also noticed that the account of the respondent has been declared as fraudulent by the secured creditors in the CDR meetings and all the lenders have already exited and have decided to file the recovery proceedings against the respondent. The respondent though had applied before BIFR for revival, could not succeed. This court has held that there are not even remotest possibility of revival of the respondent company. Before the remaining assets of the respondent are friterred away, appointment of the Official Liquidator as Provisional Liquidator is absolutely warranted.

  As in case of Sublime Agro Limited vs. Indage Vinters Limited in Company [2010 (3) TMI 1180 - BOMBAY HIGH COURT] held that CDR scheme is admittedly a voluntary scheme and not binding on the unsecured creditors of the company. It is held that the provisions pertaining to winding up proceedings under the Companies Act are more particularly meant for protecting the interest of the unsecured creditors of the company who are most affected lot when a company becomes commercially insolvent. The secured creditors of the company can always pursue their claim by keeping themselves out of the winding up proceedings. By the said judgment this court admitted the said Company Petition No.136 of 2014 and has also appointed the Official Liquidator as the provisional liquidator. At the request of the learned counsel for the respondent, this court has directed not to advertise the petition for a period of two weeks from the date of the said order. In my view the said judgment delivered by this court in Company Petition No.136 of 2014 applies to the facts of this case. I am respectfully bound by the said judgment. Thus Company Petition admitted.

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• 2017 (5) TMI 313 - GUJARAT HIGH COURT
  

  Liability of A Director who had resigned from the company - vicarious liability - Offences punishable under Sections 406, 420 and 114 of IPC - Held that:- It is evident even from perusal of the FIR that the complainant himself was aware about legal status of the petitioner that the petitioner is no more attached to the company against which the FIR is registered. A perusal of the FIR would also indicate that all the allegations in FIR, insofar as representing or inducing the complainant are concerned, are directed against other accused persons, where no role of the petitioner is coming out.

  It has also come on record that the petitioner has resigned from the company much prior to even date on which the complainant contacted the existing Directors of the company for the purpose of transaction and thereafter, in series of transactions, the goods were sent by relying upon representation made by other accused persons and this would not attribute any role to the petitioner. The resignation which is there on record is a document which is evidence sufficient to come to conclusion that the relation between the petitioner and Shivami Enterprise has thus ended. Over and above, the communication to the Sales Tax authorities to discontinue his name from VAT / TIN numbers is also indicative of the fact that intention of the petitioner was to once and for all terminate any relation with Shivami Enterprise.

  In view of the aforesaid, this Court has no hesitation in coming to conclusion that no further prosecution of the petitioner under this FIR is warranted. Over and above this, when the Investigating Agency has cited the petitioner as witness No.5 in the charge sheet, there is more so reason for this Court to quash the FIR qua the present petitioner.

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• 2017 (5) TMI 266 - NATIONAL COMPANY LAW TRIBUNAL, MUMBAI
  

  Conversion of Private company into Public Company - Held that:- Petitioner has complied with provisions of Section 14 to be read with Rule 68 of NCLT Rules, 2016. Therefore, having regard to all the circumstances, the conversion from public to private is in the interest of the Company which is being made with a view to comply efficiently with the provisions of Companies Act, 2013 causing no prejudice either to the members or to the creditors of the Petitioner. Therefore, the conversion is hereby allowed. The Petitioner is hereby directed to give effect of the conversion by requisite alteration in its Articles which is hereby addressed and communicate the altered Articles within a period of 15 days to the Registrar

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• 2017 (5) TMI 220 - NATIONAL COMPANY LAW TRIBUNAL, MUMBAI
  

  Conversion from public to private company - Held that:- Petitioner has complied with provisions of Section 14 to be read with Rule 68 of NCLT Rules, 2016. Therefore, having regard to all the circumstances, the conversion from public to private is in the interest of the Company which is being made with a view to comply efficiently with the provisions of Companies Act, 2013 causing no prejudice either to the members or to the creditors of the Petitioner. Therefore, the conversion is hereby allowed. The Petitioner is hereby directed to give effect of the conversion by requisite alteration in its Articles which is hereby addressed and communicate the altered Articles within a period of 15 days to the Registrar.

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• 2017 (5) TMI 219 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL, NEW DELHI
  

  Enforcement of order of Company Law Board - entitled to file the application under Section 634A of Companies Act - Held that:- Bare reading of Section 634A of Companies Act, 1956 it is clear that the power was vested with the Company Law Board (now National Company Law Tribunal) to enforce its order in the same manner as if it were a decree made by a Court in a suit pending therein, and it shall be lawful for that Board to send, in the case of its inability to execute such order, to the Court within the local limits of whose jurisdiction. It is only in the case the Board is unable to execute its own order, the Company Law Board was liable to enforce the order through the Court where the registered office of the company is situated.

  Now sub-section (3) of Section 424 of the Companies Act, 2013 empowers the Tribunal to get its order executed. The provision does not confine itself only to the beneficiary of the order. If any of the party to the Company Petition whether petitioner or the respondent brings it to the notice of the Company Law Board (now Tribunal) that the order passed by it has not been enforced, it is always open to the Company Law Board (now Tribunal) to get the same executed in the same manner as if it were a decree made by a court in a suit, and it is lawful for the Company Law Board or this Tribunal to send the order for execution to the competent court within the local limits of whose jurisdiction the registered office of the company is situated.

  In view of the aforesaid provision of law, we hold that the Tribunal by the impugned order dated 20.1.2017 has rightly held that the application preferred by 1st Respondent/applicant (6th Respondent in Company Petition) is entitled to file the application under Section 634A of Companies Act yet the application is pre-mature. However, the applicant/Respondent No.6 has been granted liberty to file the Company Application at the time when the order of Company Law.

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• 2017 (5) TMI 77 - SECURITIES APPELLATE TRIBUNAL MUMBAI
  

  Violation of PFUTP Regulations - high quantity orders repeatedly at prices far away from the market prices - Held that:- We do not find merit with the argument of the senior counsel for the appellant that large number of cross deals made through the appellants by his clients were just normal trades of buying and selling in the securities market and as a broker he only placed orders in the trading system and obtained the brokerage. Data given in para 7 clearly show that orders were placed at prices far away from the prevailing market price and that too in many instances.

  While the order price may be within the circuit filter range, the intention behind placing such orders at far away prices is not normal.

  It is an admitted fact that the appellant was aware of the impending order of the UTI as recorded by the investigating officer of SEBI. We also note that the cross deals were all very substantial ranging from 25000 to 75000, while the synchronised deals with the UTI orders were for 2 lakh shares. Even if some of the orders placed by the clients did not fructify because they were at far away prices very fact that orders were placed at far away prices is sufficient to give a false picture to the investors in the scrip. Therefore the argument of the appellant that non- fructified orders do not impact the market and as long as the orders are within the range of the circuit filters there is no abnormality in placing the orders cannot be accepted. Where the orders are found to have been placed at far away prices to manipulate the market then it would amount to violating the PFUTP Regulations.

  In the instant case, inference drawn by the WTM of SEBI that placing high quantity orders repeatedly at prices far away from the market prices constituted violation of PFUTP Regulations cannot be faulted. Above inference is further fortified by the fact that there were synchronised trading of large quantities. We also note that the enquiry officer had recommended suspension of the licence of the appellant for a period of 2 years while the WTM of SEBI has ordered suspension of certificate for a period of only one month.

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• 2017 (5) TMI 23 - SUPREME COURT
  

  Reserved price for the purpose of auction - Held that:- Regard being had to the submissions of the official liquidator and the affidavit that has been filed by the contemnor, we direct that the reserved price for the purpose of auction be fixed at ₹ 37,392 Crores. The Official Liquidator shall proceed in accordance with the Rules of procedure and prepare a draft terms and conditions and sale notice and the same shall be filed for our approval on 19.6.2017. The terms and conditions for the auction shall be finalised by Mr. Vinod Sharma, the Official Liquidator in consultation with Mr. Justice B.N. Agarwal, formerly a Judge of this Court. The official liquidator will be at liberty to avail the expertise of an expert for drafting the terms and conditions. The official liquidator shall remain personally present with his team, on the next date of hearing.

  List the matter at 10.30 a.m. on 19.6.2017. Be it clarified that the matter is directed to e listed on that day to scrutinise the action/steps taken in pursuance of the order passed today.

  Guilty of contempt - Held that:- In pursuance of our earlier order, Mr. Prakash Swami, the CP 412/2012 power of attorney holder for M.G. Capital Holdings is present. The sum of ₹ 10,00,00,000/- (Rupees ten crore only) has not yet been deposited. In view of the aforesaid, he is in violation of the order passed by this Court. Having heard his explanation which is not satisfactory, we hold him guilty of contempt of this Court and convict him accordingly.

  Regard being had to the explanation offered, we think it appropriate to impose a simple imprisonment for a terms of one month. The Police personnel present in Court are directed to produce Mr. Prakash Swami before the concerned Registrar of this Court, who shall issue a warrant so that he can be put in Tihar Jail to serve the aforesaid sentence.

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• 2017 (5) TMI 22 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL, NEW DELHI
  

  Maintainability of petition under Section 397 and 398 of the Companies Act, 1956 - respondents/petitioners are not the shareholders and, thereby, do not have the locus standi to file the petition - Held that:- To decide the question whether the respondents/petitioners have ceased to be shareholders or not, the Tribunal has not refused to rely on the MOU on the ground that any agreement against the provisions of Indian Contract Act cannot be noticed.

  Having heard the learned counsel for the appellants and on perusal of the record, we are of the view that the observation made by the Tribunal at paragraph 14 of the impugned judgement cannot be treated to be a finding with regard to the validity of the MOU reached between the parties on 16.4.2011. It is merely a premise view to decide the question whether shares stood transferred.

  Further, as admittedly the shares have not been transferred in favour of the appellants in accordance with law, i.e. no entry having made in the register of the company, we hold that the respondents/ petitioners continue to be shareholders till their shares are registered in the name of other persons. For the reasons aforesaid we are not inclined to interfere with the impugned judgement dated 2.1.2017.

  However, we make it clear that the order passed by the Tribunal or by Appellate Tribunal will not come in the way of the appellants in registering their name, if transfer is genuine and in accordance with law. The appeal stands disposed of with the aforesaid observations.

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