Pending Company Winding-Up Cases Before HC Transferable To NCLT Unless At Irreversible Stage: Calcutta HC

The Calcutta High Court has held that pending company winding-up petitions before High Courts can be transferred to the National Company Law Tribunal even after admission, a winding-up order, and appointment of an Official Liquidator, so long as the proceedings have not reached an irreversible stage.Relying on Supreme Court rulings on transfer of winding-up proceedings, a Division Bench of Justice Debangsu Basak and Justice Shabbar Rashidi observed: “Post admission of a winding up petition,...

Delhi High Court Stays MCA Penalty Orders Against Microsoft CEO Satya Nadella, LinkedIn

The Delhi High Court recently stayed orders imposing penalties on Microsoft CEO Satya Nadella, LinkedIn chief executive Ryan Roslansky, LinkedIn Technology Information Pvt. Ltd., and several of its current and former directors over alleged violations of significant beneficial ownership disclosure norms under company law. A Bench of Justice Anish Dayal issued notice in the matter and stayed the impugned orders till the next date of hearing. “Having appreciated the submissions advanced on behalf...

Treating Returns Of Allotment Penalty Provision To Exclude Adjudicating Officer's Discretion Unconstitutional: Bombay HC

The Bombay High Court has held that penalties for defective filings relating to the issuance of securities cannot be imposed through a mechanical computation exercise without examining the nature, gravity, and impact of the default. It also called arbitrary the multiplication of penalties based solely on the number of directors on a company's board, while modifying a ₹64 lakh penalty imposed on a Nidhi company and its directors. Justice Somasekhar Sundaresan, hearing a petition by N.S.J.L...

Andhra Pradesh High Court Dismisses BGR Energy Appeal, Rules Solvency Cannot Defeat Winding-Up Petition

The Andhra Pradesh High Court at Amaravati on 7 May held that commercial solvency alone cannot defeat a winding-up petition when the debt is admitted and no bona fide dispute exists. The Court reiterated that the existence of a genuine dispute determines maintainability under Section 433(e) of the Companies Act, 1956. A Division Bench comprising Justices Battu Devanand and Subhendu Samanta dismissed the appeal filed by BGR Energy Systems Ltd. and upheld the Single Judge's order dated 13 April...

MP High Court Sends Bharat Commerce Asset Sale Dispute Back To Company Court To Consider Post-Auction Higher Bid

The Madhya Pradesh High Court has sent back for fresh consideration a dispute over the sale of assets of Bharat Commerce and Industries Ltd., finding that the Company Judge did not consider a bidder's arguments for entertaining a higher post-auction offer. “Upon perusal of the said impugned order, we find that the aforesaid contentions were not considered by the company judge.” A Division Bench of Justice Vijay Kumar Shukla and Justice Alok Awasthi passed the order on April 23 in an...

Time Awaiting MCA Nod Cannot Extend Limitation For Companies Act Prosecution Where Law Mandates No Sanction: MP High Court

The Madhya Pradesh High Court at Gwalior has recently held that where the law does not require prior government sanction to prosecute, authorities cannot rely on time spent awaiting administrative instructions to extend the two-year limitation period for filing a criminal complaint. Justice Rajesh Kumar Gupta observed, “Administrative approvals, departmental communications, or internal procedures cannot override the mandate of Sections 468 and 469 Cr.P.C. Unless the statute specifically...

NCLT Has Exclusive Jurisdiction Over Internal Company Mismanagement Disputes: Bombay High Court

The Bombay High Court on 4 May held that civil courts cannot entertain interim relief claims arising from allegations of internal company mismanagement, as such disputes fall within the jurisdiction of the National Company Law Tribunal (NCLT) under the Companies Act, 2013. Justice Gauri Godse dismissed interim applications filed by Ocean Deity Investment Holdings Ltd. and Mack Star Marketing Pvt. Ltd. against Vikram Homes Pvt. Ltd. in a dispute concerning the sale of commercial units allegedly...

Transactions During Winding-Up Can Be Validated If Beneficial To Creditors: Bombay High Court

The Bombay High Court on 4 May held that transactions entered into during pendency of winding-up proceedings ought to be validated if they benefit the company or its creditors. The Court accordingly rejected the Official Liquidator's plea seeking to declare void a Rs. 27 crore sale of Milestone Interactive Pvt. Ltd.'s property in favour of M.M. Styles Private Limited. Justice Arif S. Doctor validated the transaction executed on 9 September 2016 during pendency of the winding-up proceedings,...

Calcutta High Court Quashes LOC Against Ex-Elder Pharma Employee In ₹1,300 Crore SFIO Probe

The Calcutta High Court has quashed a Look Out Circular against Debanjan Hazra, a former Elder Pharmaceuticals employee living in China since 2013, holding that it violated his right to personal liberty under Article 21.Earlier, a single judge of the Calcutta High Court had refused to quash the Look Out Circular. A Division Bench of Justices Shampa Sarkar and Ajay Kumar Gupta, in appeal, held the LOC was based on “speculative apprehension” and was “arbitrary and disproportionate,”...

Company Auditor's General Observation Not Adverse Remark, Can't Trigger Criminal Liability: Bombay High Court

The Bombay High Court at Goa on Monday quashed criminal proceedings initiated against the directors of a company under the Companies Act, 1956, holding that the auditor's remark was merely a general observation or recommendation and did not constitute a “reservation, qualification, or adverse remark” so as to attract penal liability. A bench of Justice Ashish S. Chavan was dealing with a writ petition filed by the directors of Timblo Private Limited challenging the order of the Judicial...

Stamp Duty On Amalgamation Cannot Be Based on Goodwill, Share Premium Account Entries: Bombay High Court

The Bombay High Court has held that while an amalgamation order is chargeable to stamp duty as a “conveyance”, stamp authorities cannot levy duty on such an order by treating accounting entries such as goodwill, share premium, or profit and loss figures as consideration in the absence of any real issuance of shares or payment of money. Holding that amounts reflected in accounts can be considered for stamp duty only if they are clearly linked to actual issuance of shares or real payment of...

Calcutta HC Refuses To Stay Single Judge Order In Chrestien Mica Liquidation Case Over Fraud Allegations

The Calcutta High Court has refused to stay a single judge's order that stepped in to undo alleged fraudulent dealings in the decades-old liquidation of Chrestien Mica Industries Ltd., holding that the High Court exercising company jurisdiction retains authority once winding-up proceedings reach an “irreversible stage." A division bench of Justice Sabyasachi Bhattacharyya and Justice Supratim Bhattacharya said the transfer of such cases to the National Company Law Tribunal (NCLT) is permissible...