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...

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...

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...

NCLT Chennai Defreezes Karti Chidambaram's Salary & Family Accounts, Partly Relaxes SFIO Freezing Order

On June 19, the Chennai Bench of the National Company Law Tribunal (NCLT) ordered the defreezing of Congress MP Karti P. Chidambaram's salary account and the bank accounts of his family members. However, it directed that the freeze on his other personal bank accounts, fixed deposits, and movable assets would continue in connection with an ongoing Serious Fraud Investigation Office (SFIO) probe under Section 212(14A) of the Companies Act, 2013.Judicial Member Jyoti Kumar Tripathi and Technical...

NCLT Chennai Clears First Motion For Refex Industries' Green Mobility Business Restructuring

The National Company Law Tribunal (NCLT) at Chennai has allowed the first motion application filed by Refex Industries Limited (RIL) in relation to a composite scheme of amalgamation and arrangement involving Refex Green Mobility Limited (RGML) and Refex Mobility Limited (RML).RGML and RML are the wholly owned subsidiaries of RIL, whose shares are listed on the Bombay Stock Exchange and National Stock Exchange. A coram of Judicial Member Sanjiv Jain and Technical Member Venkataraman...

NCLT Ahmedabad Orders Secured Creditors' Meeting In Resolute Corp Bharat Demerger Scheme

The Ahmedabad bench of the National Company Law Tribunal (NCLT) has recently directed a meeting of the secured creditors of Resolute Corp Bharat Pvt Ltd in relation to a proposed demerger of its agro-commodity trading business into Growthspirit Trading Pvt Ltd. The tribunal found that while the secured creditors had submitted consent and no-objection letters, they had not furnished affidavits required for dispensation of their meeting. The order was passed by Judicial Member Shammi Khan and...

NCLT Mumbai Holds AGM Default Compoundable, Levies ₹40.90 Lakh On Kolhapur Hotels Directors

The Mumbai Bench of the National Company Law Tribunal (NCLT) on 9 June compounded the violation, imposing a total compounding fee of Rs. 40.90 lakh on Kolhapur Hotels Pvt Ltd and its two directors for breach of Section 96 of the Companies Act relating to Annual General Meeting (AGM) requirements. Judicial Member Ashish Kalia and Technical Member Charanjeet Singh Gulati also ruled that the benefit available to small companies under Section 446B of the Companies Act applies only to “penalties”...

NCLT Mumbai Dispenses With Stakeholder Meetings For Merger Of Raymond's Wholly Owned Subsidiary Into It

The National Company Law Tribunal at Mumbai has recently dispensed with meetings of shareholders and creditors in connection with the proposed merger of Everblue Apparel Limited (EBAL), a wholly owned subsidiary of Raymond Limited, with Raymond Limited.A bench of Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar passed the order on an application filed under Sections 230 to 232 of the Companies Act, 2013 seeking directions in relation to the proposed merger.The scheme...

NCLT Mumbai Dispenses With Shareholder Meetings For Parle Group Restructuring Scheme

The Mumbai bench of the National Company Law Tribunal has dispensed with meetings of the equity shareholders of Parle Products Pvt Ltd, Parle Brands Pvt Ltd and Parle Biscuits Pvt Ltd. The order relates to a composite scheme involving the demerger of processed food, ancillary, and captive wind power businesses into a newly incorporated company and the amalgamation of Parle Products with Parle Biscuits. A bench of Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar...

Financial Statements Can Be Revised If They Fail To Present True And Fair View: NCLT Chennai

The National Company Law Tribunal (NCLT) at Chennai has held that financial statements that do not accurately reflect the true nature of transactions and fail to present a true and fair view of a company's affairs may be revised. A bench of Judicial Member Sanjiv Jain and Technical Member Venkataraman Subramaniam observed that when financial statements do not accurately reflect the true nature of transactions and require correction to present a true and fair view, they may be revised. “Section...

NCLT Chennai Orders Shareholder, Creditor Meetings For Renault Group Restructuring Scheme

The National Company Law Tribunal (NCLT) at Chennai has allowed a first motion application concerning a proposed restructuring involving three Indian entities of French automobile maker Renault. The proposal envisages the demerger of Renault Nissan Automotive India Private Limited's powertrain business into Renault India Powertrain Private Limited. It also provides for the amalgamation of Renault Nissan Automotive India Private Limited with Renault India Private Limited. The tribunal...