Share Transfers During Liquidation Not Absolutely Barred, Subject To Tribunal Approval: NCLT Chennai

The National Company Law Tribunal (NCLT) at Chennai has permitted the transfer of shares held in a company undergoing liquidation, holding that such transfers are not absolutely barred and may be allowed with the Tribunal's approval. “The very existence of Section 334 presupposes that transfers during liquidation are not absolutely barred, but are subject to scrutiny and validation by the Adjudicating Authority. The settled legal position, as consistently held in judicial precedents relied upon...

NCLT Mumbai Clears JM Baxi Group's Scheme to Demerge Container and Corporate Services Businesses

The National Company Law Tribunal (NCLT) at Mumbai has recently approved a second motion petition filed by JM Baxi group entities, the ports and logistics operator, clearing the scheme of arrangement to demerge and reorganise its container and corporate services businesses into separate resulting companies. A coram of Judicial Member Lakshmi Gurung and Technical Member Hariharan Neelakanta Iyer noted that the companies had fulfilled all statutory compliances and the scheme was fair and...

NCLT Delhi Rejects Jindal Poly Films' Objection, Allows Minority Shareholders' Class Action To Proceed

The National Company Law Tribunal (NCLT) at New Delhi has rejected an objection raised by Jindal Poly Films Limited challenging the maintainability of a class action petition filed by its minority shareholders to move forward. The company had contended that the petition was, in substance, a derivative action seeking relief for the company and was therefore not maintainable as a class action under Section 245 of the Companies Act, 2013. The tribunal ruled that Section 245 of the Companies...

NCLT Orders Winding Up Of Netwealth Agrotech Over Fraudulent Deposit Schemes

The National Company Law Tribunal (NCLT) at Mumbai has ordered the winding up of Netwealth Agrotech India Ltd, holding that the company's affairs were conducted in a fraudulent manner through unauthorised deposit-like schemes that resulted in large-scale cheating of the public. “The findings of the investigation conducted by Regional Director (Western Region), Mumbai, under the Ministry of Corporate Affairs, Government of India, reveal that the Company had floated and operated unauthorised...

NCLT Kochi Dismisses GST Department's Plea to Include Belated ₹6.06 Crore Claim In SDF Industries Insolvency

The National Company Law Tribunal (NCLT) at Kochi has dismissed the tax department's plea to include a Rs 6.06 crore belated GST claim in the insolvency process of SDF Industries Limited, holding that claims cannot be entertained after approval of the resolution plan by the Committee of Creditors. A coram of Judicial Member Vinay Goel held that permitting the tax department to raise its claim at such a stage would reopen settled stages of the corporate insolvency resolution process and...

NCLT Bengaluru Sanctions Cross-Border Merger Of MoEngage Inc With Indian Subsidiary

The National Company Law Tribunal (NCLT) at Bengaluru on 12 January approved a cross-border amalgamation scheme, allowing MoEngage Inc, a US company, to merge with its Indian subsidiary, MoEngage India Private Limited. A Bench comprising Judicial Member Sunil Kumar Aggarwal and Technical Member Radhakrishna Sreepada noted that MoEngage India had satisfactorily addressed objections and observations raised by the Registrar of Companies, Regional Director, Official Liquidator, Income Tax...

NCLT Approves Demerger Of Times Group's Non-Publishing Business Into Times Horizon

The National Company Law Tribunal (NCLT) at Mumbai has recently approved the demerger of the non-publishing business undertaking of Bennett, Coleman & Company Ltd (Times Group) into its wholly owned subsidiary, Times Horizon Pvt Ltd. The non-publishing business comprises Bennett Coleman's digital and internet ventures, entertainment and brand capital businesses, and other emerging operations distinct from its core publishing activities. A coram of Judicial Member Sushil Mahadeorao Kochey...

NCLT Ahmedabad Clears JK Paper Group's Composite Scheme To Consolidate Packaging Business

The National Company Law Tribunal (NCLT), Ahmedabad Bench, has sanctioned a Composite Scheme of Arrangement for JK Paper Limited and five group companies, paving the way for consolidation of the group's packaging business. A coram of Judicial Member Shammi Khan and Technical Member Sanjeev Sharma approved the scheme under Sections 230 to 232 of the Companies Act, 2013. The tribunal cleared the restructuring with two Appointed Dates. April 1, 2024 applies to the amalgamation of JKPL Utility...

NCLT Hyderabad Approves Merger Of NCC Infrastructure Holdings With NCC Ltd

The National Company Law Tribunal (NCLT) at Hyderabad has approved the merger of NCC Infrastructure Holdings Ltd, a wholly owned subsidiary, with its parent company NCC Ltd, consolidating the group's infrastructure holdings under a single listed entity.A coram comprising Judicial Member Rajeev Bhardwaj and Technical Member Sanjay Puri observed that the scheme was fair, reasonable, and not contrary to public policy or any provision of law.“We have heard the Ld. Counsel for the Petitioner Company...

NCLT Mumbai Clears First Motion For Amalgamation Of Overseas Units Into NMDC Data Centre

The National Company Law Tribunal (NCLT) at Mumbai has cleared the first motion in a proposed amalgamation involving NMDC Data Centre Private Limited and two of its overseas group companies. The order was passed by a bench of Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar, which dispensed with the requirement of holding meetings of shareholders and creditors at this stage. The scheme provides for the merger of Dubai-based Infin Data Centre Holdings Limited FZCO and...

NCLT Clears First Motion Of Essar Group Plan To Shift 'Essar' Brand From Abhinand Ventures To Essar Power

The National Company Law Tribunal (NCLT) at Ahmedabad has cleared the first motion in a group restructuring exercise through which the Essar Group proposes to shift ownership of the “Essar” brand from one group company to another. The scheme involves Essar Power Limited and its group company Abhinand Ventures Private Limited. Abhinand Ventures presently holds the Essar brand, which the scheme proposes to transfer to Essar Power. A bench of Judicial Member Shammi Khan and Technical Member...

Tribunal Can Ensure AGM Is Held, Cannot Step Into Post-AGM Issues: NCLT Kochi

The National Company Law Tribunal (NCLT) at Kochi has rejected a plea by Malabar Produce and Rubber Co Ltd, ruling that the tribunal can step in only when an Annual General Meeting is not held, and not to sort out problems that arise after a meeting has already taken place. A bench of Judicial Member Vinay Goel explained that this limited power flows from Section 97 of the Companies Act, 2013. The provision allows the tribunal to direct that an AGM be convened when a company fails to hold one....