Login with GoogleOR Username Password Remember Me Forgot Password In case you’ve already logged in, click here to […]
In this case, the only argument is non-promoters should be treated as a separate class and they only be allowed to vote on special resolution for reduction. NCLAT disagrees and holds that no separate class is permitted under Section 66 of the Companies Act, 2013 or in any other provision of the Companies Act, 2013. The argument of the appellants needs to be rejected. The appeal thus has no merit and is accordingly dismissed.
Hon’ble Supreme Court held that:
(i) It is the Registrar who is the custodian of the articles of a company and not the company.
(ii) An order of the Court sanctioning a scheme of amalgamation cannot be equated to Form No. 5.
(iii) It is only the articles which are an instrument within the meaning of Section 2(l) of the Stamp Act and accordingly have been mentioned in Article 10 of Schedule-I of the Stamp Act.
(iv) Increase in the share capital of the company also shall be valid as if it were originally there when the Articles of Association were first stamped.
(v) If there is no specific provision for charging the increase, then no stamp duty is payable for any increase in the share capital of a company.
(vi) The amendment does not have retrospective effect, however since the instrument ‘Articles of Association’ remains the same and the increase was initiated by the respondent after the cap was introduced, the duty already paid on the same very instrument will have to be considered. It is not a fresh instrument which has been brought to be stamped, but only the increase in share capital in the original document, which has been specifically made chargeable by the Legislation.
Login with GoogleOR Username Password Remember Me Forgot Password In case you’ve already logged in, click here to
Mr. Anurag Goel Liquidator of Shree Ambika Sugars Ltd. – NCLT Chennai Bench Read Post »
Hon’ble NCLAT Chennai held that:
(i) As per Sections 242(5) and 242(6) of the Companies Act, only such Orders which specifically provide for alteration to Memorandum of Association would be deemed to have been passed in accordance with Law and the Company accordingly needs to take steps to put the Order into effect.
(ii) Merely because the direction given by NCLT does not specifically mention the fulfilment of mandatory requirements of Section 62(1)(c), it cannot be said that those Provisions need not be complied with as it has not been specifically mentioned in the directions and the same has been confirmed by both NCLAT and the Hon’ble Apex Court.
(iii) Even if NCLT has directed allotment of shares under Section 241 and 242 of the Act, the procedural requirements in respect of such allotment, has to be met.
(iv) Though Rule 11 of the NCLT Rules, 2016 gives inherent power, but power under this Section cannot be used ‘dehors’ the statutory Provisions of Law.
(v) Allotment of shares leading to alteration in the Register of Members can be challenged before the NCLT under Section 59 of the Act.
(vi) NCLT has the power to direct the concerned authorities to rectify the Register of Member even by cancelling their allotted shares.
Login with GoogleOR Username Password Remember Me Forgot Password In case you’ve already logged in, click here to
Mr. Sudhir John Horo Vs. Ideaworks Design & Strategy Pvt. Ltd. – NCLAT New Delhi Read Post »
Login with GoogleOR Username Password Remember Me Forgot Password In case you’ve already logged in, click here to
Login with GoogleOR Username Password Remember Me Forgot Password In case you’ve already logged in, click here to
Ram Prakash Gupta Vs. Radhey Shyam Sharma – NCLAT New Delhi Read Post »
Login with GoogleOR Username Password Remember Me Forgot Password In case you’ve already logged in, click here to
Morgan Securities and Credits Pvt. Ltd. Vs. BPL Ltd. & Ors. – Delhi High Court Read Post »
The issues that are relevant in deciding this appeal are as follows:-
(i) Whether the Adjudicating Authority hearing the matter in a Single Member Bench was legally competent to consider the matter after remand by NCLAT, , which matter was earlier heard by a Division Bench of NCLT?
(ii) Whether the Special Resolution passed under sections 100-104 of the erstwhile Companies Act, 1956 read with section 52 of the Companies Act, 2013 is in the nature of buy-back shares of non-promoters’ shareholders and is akin to providing them exit as contemplated under the Exit Circulars of SEBI?
(iii) Whether the Respondent Company was not required to follow the various circulars issued by SEBI for providing exit to its non-promoters’ shareholders upon de-recognition of a stock exchange where the Company was earlier listed?
(iv) Whether the valuation of share value as done by the company was protecting the interest of its public shareholders who wanted to voluntarily exit the company?
(v) Whether the Company’s funds could have been used for buy-back the shares of exiting non-promoters’ shareholders, providing exit to non-promoters’ shareholders instead of using the funds of the shareholders and also whether the shareholders have unjustly enriched themselves by becoming 100% shareholders of the company without using their own funds, which is contrary to the guidelines given by SEBI in its Exit Circular dated 10.10.2016?
