COMPANY LAW
Mere Notice For Director's Removal Does Not Amount To Oppression: NCLT Ahmedabad
The Ahmedabad bench of the National Company Law Tribunal (NCLT) has held that a notice proposing a director's removal and an increase in a company's authorised share capital do not, by themselves, amount to oppression under the Companies Act, 2013.The bench of Judicial Member Shammi Khan and Technical Member Sanjeev Sharma observed, “The mere issuance of a notice proposing removal of a Director cannot, by itself, constitute oppression.”The tribunal was hearing a petition filed by Nareshkumar...
ROC Cannot Adjudicate Disputes Over Director Removal While Processing DIR-12: NCLT Ahmedabad
The Ahmedabad bench of the National Company Law Tribunal (NCLT) has ruled that the Registrar of Companies (RoC) can verify whether a director's removal complies with company law but cannot adjudicate disputes between parties while processing Form DIR-12.Form DIR-12 is the filing through which a company reports a change in its directors to the RoC. In this case, it was filed to record the cessation of two directors after their removal by shareholders.A bench of Judicial Member Shammi Khan and...
NCLT New Delhi Sanctions Amalgamation Of Mawana Foods With Mawana Sugars
The New Delhi Bench of the National Company Law Tribunal (NCLT) on 3 September sanctioned the Scheme of Amalgamation between Mawana Foods Private Limited and Mawana Sugars Limited under the Companies Act, 2013.A Bench comprising Judicial Member Manni Sankariah Shanmuga Sundaram and Technical Member Reena Sinha Puri sanctioned the scheme after considering reports and responses filed by various statutory authorities. The Tribunal observed: “...the Scheme of arrangement proposed amongst the...
Mere Existence Of Arbitration Clause In Shareholders' Agreement Does Not Mandate Arbitration: NCLT Bengaluru
The National Company Law Tribunal at Bengaluru recently held that mere existence of an arbitration clause in a Share Subscription Agreement does not make reference to arbitration mandatory. It further observed that issues concerning corporate governance and reliefs under the Companies Act could not ordinarily be adjudicated through arbitration.A coram of Judicial Member Sunil Kumar Aggarwal and Technical Member Radhakrishna Sreepada observed:“It is true that the SHA contains a clause dealing...
NCLT Ahmedabad Allows First Motion In Landmark Cars Scheme Of Amalgamation With Wholly Owned Subsidiary
The Ahmedabad bench of the National Company Law Tribunal (NCLT) has cleared the way for Landmark Cars (East) Private Limited to merge with its listed parent, Landmark Cars Limited, by dispensing with shareholder and creditor meetings for both companies. The ₹1,500-crore-plus creditor base will now go through the next statutory stage, with the tribunal directing notices to the Regional Director, Registrar of Companies, Official Liquidator, Income Tax Department, SEBI, BSE and NSEThe order was...
NCLT Chandigarh Bench Sanctions Merger Of Companies Behind Got Tea and Blue Tokai
The National Company Law Tribunal's Chandigarh bench has sanctioned the amalgamation of Thegot Hospitality Private Limited, which operates Got Tea, into Muhavra Enterprises Private Limited, the company behind Blue Tokai Coffee Roasters.The bench comprising Judicial Member Khetrabasi Biswal and Technical Member Kaushalendra Kumar Singh observed that the scheme was bona fide and in the interest of the shareholders and creditors. It accordingly approved the amalgamation after finding that the...
NCLT Ahmedabad Sanctions First Motion For Inkia Inks–True Colors Amalgamation
The Ahmedabad Bench of the National Company Law Tribunal (NCLT) on 17 August sanctioned the first motion in the proposed amalgamation of Inkia Inks Private Limited with True Colors Limited, allowing the transferor company to dispense with certain meetings while directing meetings of equity shareholders and unsecured creditors of the transferee company. A Bench comprising Judicial Member Chitra Hankare and Technical Member Dr V.G. Venkata Chalapathy dispensed with the meetings of equity...
NCLT Ahmedabad Sanctions Share India-Silverleaf Capital Merger
The Ahmedabad bench of the National Company Law Tribunal (NCLT) has sanctioned the merger of Silverleaf Capital Services Pvt. Ltd. with listed Share India Securities Ltd. The tribunal fixed October 1, 2023, as the appointed date despite flagging that the companies had not explained the delay in obtaining stock exchange observations.Judicial Member Shammi Khan and Technical Member Sanjeev Sharma observed that the scheme “seems to be fair, reasonable” and appears beneficial to the companies. The...
Delhi High Court Refuses To Quash Criminal Case Against Supertech Directors Over Hill Town Project
The Delhi High Court has refused to quash criminal proceedings against directors of real estate company Supertech Limited over allegations of cheating, criminal breach of trust and criminal conspiracy linked to its Hill Town project in Sohna, Haryana.Justice Madhu Jain was dealing with three connected petitions arising from an FIR registered by the Economic Offences Wing over alleged non-delivery of flats, discontinuation of pre-EMI payments and alleged diversion and utilisation of funds...
Supreme Court Refuses To Interfere With NCLAT Order In 35-Year-Old Peerless Shareholder Dispute
The Supreme Court has refused to interfere with the National Company Law Appellate Tribunal's order setting aside the National Company Law Tribunal, Kolkata's decision. The NCLT had cancelled the allotment of 30,000 equity shares by Peerless General Finance & Investment Co Ltd (PGFI) to three companies allegedly connected with the Roy-Sen group, as well as the subsequent transfer of 15,626 shares.A Division Bench of Justices P.S. Narasimha and Alok Aradhe refused to interfere with the...
Allahabad NCLT Sanctions Demerger Of KM Sugar Mills' Distillery Division Into KM Spirits
The Allahabad Bench of the National Company Law Tribunal (NCLT) on 19 August sanctioned a Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013, approving the demerger of the Distillery Division of KM Sugar Mills Limited into its wholly owned subsidiary, KM Spirits and Allied Industries Limited. A Bench comprising Judicial Member Praveen Gupta and Technical Member Ashish Verma sanctioned the Scheme after noting that the objections raised by the statutory authorities had...
Challenge To One Respondent's Maintainability Cannot Dismiss Entire Company Petition: NCLT Guwahati
The National Company Law Tribunal (NCLT) at Guwahati has held that a party cannot seek dismissal of an entire company petition when its pleadings only challenge the maintainability of proceedings against one particular respondent. A Bench of Judicial Member Rammurti Kushawaha and Technical Member Yogendra Kumar Singh dismissed an application filed by Meghmellar Estates and Services Private Limited and its directors, who challenged the maintainability of a company petition alleging oppression...