NCLT Chennai Approves Merger Of India Radiators With Mercantile Ventures

The National Company Law Tribunal (NCLT) at Chennai has approved the Scheme of Amalgamation under which India Radiators Limited will merge with Mercantile Ventures Limited, holding that the scheme would benefit the companies and would not be detrimental to the interests of their shareholders.A bench of Judicial Member Sanjiv Jain and Technical Member Venkataraman Subramaniam observed,“After analysing the Scheme in detail, this Tribunal is of the view that the Scheme as contemplated amongst the...

Pre-Cognizance Hearing Under BNSS Doesn't Apply In Companies Act Cases: Punjab & Haryana High Court

The Punjab and Haryana High Court has held that companies and individuals prosecuted by the Serious Fraud Investigation Office (SFIO) under the Companies Act, 2013 are not entitled to a pre-cognizance hearing under the first proviso to Section 223 of the Bharatiya Nagarik Suraksha Sanhita (BNSS). It ruled that the Companies Act prescribes a separate procedure for taking cognizance in such prosecutions. Justice Subhas Mehla, who heard a petition filed by Vivo India Private Limited challenging...

NCLT Mumbai Sanctions Sarda Dairy Demerger Scheme With Chhatisgarh Investments

The Mumbai Bench of the National Company Law Tribunal (NCLT) has sanctioned a composite scheme of arrangement involving the demerger of the dairy manufacturing business of Sarda Dairy & Food Products Ltd into Chhatisgarh Investments Ltd.The Tribunal also approved the reorganisation of reserves and reduction of the equity share capital of the demerged company holding that the scheme was fair, reasonable and not contrary to law or public policy.A Bench of Technical Member Anil Raj Chellan and...

Section 452 Companies Act Not Decriminalised, Criminal Courts Retain Jurisdiction: Kerala High Court

The Kerala High Court on 1 July held that offences under Section 452 of the Companies Act, 2013, relating to the wrongful withholding of company property by an officer or employee, remain triable by criminal courts and were not decriminalised by the Companies (Amendment) Act, 2020. Justice G. Girish allowed Tata Coffee Limited's revision petition, set aside the Chief Judicial Magistrate, Thrissur's order returning the company's complaint against its former employee, and directed the Magistrate...

Asset Transfers To Defeat Creditors During Liquidation Are Void As Fraudulent Preference: Bombay HC

The Bombay High Court on 25 June held that a transfer of company property made during liquidation proceedings to promoters, without valid consideration and without a registered instrument, constitutes a fraudulent preference under Section 531(1) of the Companies Act, 1956, when it operates to defeat creditors' rights. Justice Somasekhar Sundaresan allowed an Official Liquidator's Report, and declared the transfer of agricultural land in favour of the promoters of Indage Vineyard Pvt Ltd void,...

NCLT Mumbai Partly Allows Oppression Plea Against Hotmail Founder, Orders Rectification & Compensation

On 2 July, the Mumbai Bench of the National Company Law Tribunal (NCLT) partly allowed an oppression and mismanagement petition against Hotmail founder Sabeer Bhatia and other respondents in relation to Arzoo.com (India) Pvt Ltd, holding that their acts amounted to oppression in the company's shareholding and financial mismanagement through diversion of company funds. Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar granted relief on certain oppression and financial...

Board Cannot Refuse Valid Requisition For EGM, Cannot Judge Its Legality: NCLT Kochi

The National Company Law Tribunal (NCLT) at Kochi has held that a company's Board of Directors is bound to convene an Extraordinary General Meeting (EGM) once it receives a valid requisition under the Companies Act. The tribunal observed that the Board cannot examine the legality, correctness, or genuineness of such a requisition before acting on it. A bench of Judicial Member Vinay Goel and Technical Member Ravichandran Ramasamy held, “The Board cannot assume the role of a court or Tribunal...

LiveLawBiz Company Law Half-Yearly Digest: January- June, 2026

SUPREME COURTSpecial Court Cannot Hear Private Complaints In Companies Act Fraud Cases; Only SFIO Can File: Supreme CourtThe Supreme Court on Friday held that a special court cannot entertain a private complaint in cases involving fraud under the Companies Act. It ruled that where an offence attracts punishment under the fraud provision, cognisance can be taken only on a complaint filed by the Serious Fraud Investigation Office or an authorised officer of the Central government.Case Title:...

NCLT Mumbai Approves Merger Of Three JSW Steel Subsidiaries With Parent Company

The Mumbai bench of the National Company Law Tribunal approved the merger of JSW Steel Ltd's three wholly owned subsidiaries, Amba River Coke Ltd, Monnet Cement Ltd., and JSW Retail and Distribution Ltd, into the parent companyThe bench of Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar held that the scheme was fair, reasonable and not contrary to law or public policy.The merger aims to simplify the JSW Group's corporate structure, improve operational efficiency,...

NCLT Mumbai Approves Merger Of Jaypore, TG Apparel Into Aditya Birla Fashion & Retail

The Mumbai Bench of the National Company Law Tribunal (NCLT) on Thursday approved the merger of Jaypore E-Commerce Pvt Ltd and TG Apparel & Decor Pvt Ltd, both wholly owned subsidiaries, into Aditya Birla Fashion and Retail LtdA coral of Technical Member Prabhat Kumar and Judicial Member Sushil Mahadeorao Kochey held that the scheme was fair, reasonable and not contrary to law or public policy."From the material on record, the Scheme appears to be fair and reasonable and is not in violation...

Interrogatories Maintainable In Oppression & Mismanagement Cases Before Company Law Board: Delhi High Court

The Delhi High Court on Wednesday held that interrogatories are maintainable in oppression and mismanagement proceedings before the Company Law Board (now NCLT), observing that such discovery mechanisms help elicit material facts and shorten prolonged trials.A coram of Justice Anish Dayal held that interrogatories cannot be rejected merely on the ground of delay if they are relevant to the issues in dispute and are neither vexatious nor oppressive.Interrogatories are a set of written questions...

NCLT Mumbai Approves Cross-Border Merger Of UAE Legal Consultancy Company With Indian Parent

The Mumbai bench of the National Company Law Tribunal (NCLT) has recently approved the cross-border merger of Begur International Legal Counsellors FZ-LLC, a UAE-based company engaged in legal consultancy, with its Indian parent, Pranesh Eservices Private Ltd. The tribunal found the proposed scheme to be fair, reasonable, and not contrary to law or public policy. A tribunal comprising Judicial Member Lakshmi Gurung and Technical Member Hariharan Neelakanta Iyer held that all statutory...