Fresh Cause of Action Cannot Be Introduced Through Amendment To Company Petition: NCLT Kochi

The National Company Law Tribunal at Kochi has held that a fresh and independent cause of action cannot ordinarily be introduced through an amendment to an existing company petition. It observed that permitting such an amendment would defeat the objective of summary proceedings under the Companies Act, 2013 and run contrary to the legislative intent underlying Rule 155 of the National Company Law Tribunal Rules, 2016. A bench of Judicial Member Vinay Goel and Technical Member Ravichandran...

Supreme Court To Hear On Friday Plea Seeking Recall Of Order Referring Jindal Poly Films Dispute To Arbitration

The Supreme Court on Wednesday agreed to hear on Friday a plea filed by a group of 29 minority shareholders seeking recall of its order referring the Jindal Poly Films Ltd. class action dispute to arbitration. The shareholders contend that India's first corporate class action under Section 245 of the Companies Act could not have been referred to arbitration without hearing the other shareholders represented in the proceedings. A bench of Chief Justice Surya Kant, Justice Joymalya Bagchi and...

Auditor Cannot Rely On Undocumented OTS Proposal To Ignore Borrower's Interest Liability: NCLAT

The National Company Law Appellate Tribunal (NCLAT) in Delhi on Monday held that a proposed One-Time Settlement (OTS) with lenders cannot justify an auditor issuing a clean audit report by ignoring accrued interest on borrowings classified as non-performing assets (NPAs). It ruled that an undocumented and unapproved OTS proposal cannot form the basis for derecognising a financial liability. "We are of the firm view that the OTS proposal that was never documented, never sanctioned by the bank's...

Stamp Duty Amendments On Amalgamation Cannot Apply Retrospectively: Kerala High Court

The Kerala High Court on 3 July held that amendments to the Kerala Stamp Act, 1959, introducing stamp duty on amalgamations and reconstructions, cannot be applied retrospectively to transactions completed before the amendments came into force. Justice Harisankar V Menon allowed a petition filed by Zuri Hotels and Resorts Private Limited and quashed the stamp duty demand of Rs. 2.01 crore raised by the registration authorities along with the consequential revenue recovery proceedings. He held: ...

NCLT Mumbai Allows DEXIT Global's ₹203 Crore Preference Share Capital Reduction Under Companies Act

The Mumbai Bench of the National Company Law Tribunal (NCLT) on 9 July approved DEXIT Global Limited's (formerly NSEIT Limited) proposal to reduce its preference share capital under Section 66 of the Companies Act, 2013, holding that the reduction was fair, lawful and not against public interest. A Bench of Judicial Member Ashish Kalia and Technical Member Sanjiv Dutt sanctioned the reduction, allowing the company to cancel preference shares worth up to Rs. 203 crore by returning the...

Karnataka High Court Remands Quikr's ₹1.77 Crore Stamp Duty Dispute Over NCLT-Approved Amalgamation

The Karnataka High Court has set aside an order directing Quikr India Private Limited, which operates the online classifieds platform Quikr, to pay an additional ₹1.77 crore as stamp duty on a National Company Law Tribunal (NCLT)-approved scheme of amalgamation. The matter has been remitted to the District Registrar for fresh consideration. Justice M.G.S. Kamal observed that, for the purpose of levying stamp duty under the Karnataka Stamp Act, 1957, the NCLT's order approving the amalgamation...

Advanced Liquidation Cannot Be Shifted To NCLT Merely Because Assets Are Unsold: Karnataka High Court

The Karnataka High Court on 23 June, held that winding up proceedings cannot be transferred to the National Company Law Tribunal (NCLT) merely because the company's assets have not yet been sold. It noted that once liquidation has progressed substantially in time and substance, transfer would disrupt a mature liquidation process and is not warranted. Justice Suraj Govindaraj dismissed an application filed under the fifth proviso to Section 434(1)(c) of the Companies Act, 2013 (which empowers...

NCLT Mumbai Waives Membership Threshold For Film Producers' Association Members' Oppression Plea

The Mumbai Bench of the National Company Law Tribunal has allowed members of the Indian Motion Picture Producers' Association (IMPPA) to pursue an oppression and mismanagement petition by waiving the statutory membership requirement. It held that the allegations warranted further examination. The tribunal also found that the alleged refusal to approve publicity material for a member's already registered film, if correct, amounted to an exceptional circumstance justifying the waiver. A bench of...

Madras High Court Refuses To Quash CBI FIR Against Ind Barath Power Directors Despite Withdrawal Of Fraud Tag

The Madras High Court has refused to quash a CBI FIR against the directors of Ind Barath Power Gencom Limited. It held that the subsequent withdrawal of the company's "Fraud" classification by the lending bank does not wipe out criminal proceedings arising from allegations of diversion of funds, fabrication of records, and other cognisable offences. The court also observed that the FIR was not registered solely on the basis of the forensic audit that led to the fraud classification. Justice...

When Can A Disqualified Company Director Continue In Office? Karnataka High Court Clarifies

The Karnataka High Court has clarified that a director disqualified because of a company's statutory defaults can continue to hold office in that defaulting company so that the director can undertake the statutory compliance required to rectify the defaults and authorities can pursue proceedings against the person responsible. It also held that such a director must vacate office in companies that are not in default. Justice Suraj Govindaraj passed the order while partly allowing a review...

NCLT Ahmedabad Approves J B Chemicals-Torrent Pharmaceuticals Merger Scheme

The Ahmedabad Bench of the National Company Law Tribunal (NCLT) on 6 July approved the Scheme of Amalgamation between J.B. Chemicals & Pharmaceuticals Ltd. and Torrent Pharmaceuticals Ltd., observing that the merger was bona fide and in the interest of shareholders and creditors. Judicial Member Chithra Hankare and Technical Member Dr. V.G. Venkata Chalapathy sanctioned the scheme and held that the amalgamation would take effect in accordance with its terms. The Bench observed: “We are of...

NCLT Mumbai Approves Merger Of Wholly-Owned Subsidiary Embellish Houses Into Godrej Properties

The Mumbai Bench of the National Company Law Tribunal (NCLT) has recently sanctioned the scheme for amalgamation of Embellish Houses Private Limited, a wholly owned subsidiary of Godrej Properties Limited, with the listed real estate company after finding the proposal to be fair, reasonable, and in accordance with law. The tribunal fixed November 1, 2025, as the appointed date for the merger.A bench of Technical Member Anil Raj Chellan and Judicial Member K.R. Saji Kumar held that the scheme was...