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Can issue of appointment of Nominee Director be referred to arbitration as per Shareholders Agreement which provides for Arbitration or fall under Oppression and Mismanagement under Sections 241-242 of Companies Act, 2013 as per Articles of Association (AoA)? – Mr. Puthucode Vaidyanathan Balasubramanian and Ors. Vs. Metmin Investments Holdings Ltd. – NCLT Bengaluru Bench

In this case, Clause 11.2 of the Shareholders’ Agreement (SHA) provides for Arbitration in case of any dispute arising out of the SHA. However, the Petitioner contends that this dispute was not arising out of the SHA; but was a violation of Article 13 of the Articles of Association (AoA), according to which it had a right to appoint one nominee Director. Therefore, it is stated that it squarely falls under Oppression and Mismanagement under Sections 241-242 of Companies Act, 2013, which was not Arbitrable.

Can issue of appointment of Nominee Director be referred to arbitration as per Shareholders Agreement which provides for Arbitration or fall under Oppression and Mismanagement under Sections 241-242 of Companies Act, 2013 as per Articles of Association (AoA)? – Mr. Puthucode Vaidyanathan Balasubramanian and Ors. Vs. Metmin Investments Holdings Ltd. – NCLT Bengaluru Bench Read Post »

Whether a Home Buyer individually oppose to Resolution Plan when the Home Buyers as a class has voted by a majority in favour of the Plan – Jyotsna Kailash Veera Vs. Mr. Manish Motilal Jaju – NCLT Mumbai Bench

The Adjudicating Authority held that in the light of what has been held by the Hon’ble Supreme Court in the Jaypee Kensington Boulevard Apartments Vs. NBCC (India) Limited and others (2021) ibclaw.in 63 SC it becomes abundantly clear that Home Buyers can vote for or against the Plan only as a class and if there are some Home Buyers pitted against the Resolution Plan, who are otherwise in minority, absolutely no locus to oppose the Plan in the capacity of dissatisfied Home Buyers. It is also abundantly clear that such dissenting minority segment within the class of Home Buyers cannot arrogate themselves to be dissenting Financial Creditors. That being the legal position, which is explained in unequivocal terms by the Hon’ble Supreme Court in Jaypee Kensingtons case, in our considered view, any objection raised by the socalled minority Home Buyers raising objection against the Plan, which have been approved by them as a class, cannot be entertained and are liable to be rejected at the very threshold without going through the merit of such objections.

Whether a Home Buyer individually oppose to Resolution Plan when the Home Buyers as a class has voted by a majority in favour of the Plan – Jyotsna Kailash Veera Vs. Mr. Manish Motilal Jaju – NCLT Mumbai Bench Read Post »

As per definition of Corporate Person under Section 3(7) of the Code, the Societies cannot be said to be Corporate Persons – Asset Reconstruction Company (India) Ltd. Vs. Mohammadiya Educational Society – NCLAT New Delhi

NCLAT upheld decision of the Adjudicating Authority and held that Section 3(7) defines “corporate person” and even if this definition is considered, the Respondents are not Companies defined in clause 2(20) of the Companies Act, 2013 or “limited liability partnership” as defined under the Limited Liability Partnership Act, 2008 or any other person incorporated with limited liability under any law for the time being in force. Even if the Appellant was to say that the Respondents should be treated as body corporate under Section 18 of the A.P. Act, nothing is shown that Respondents Societies are persons “incorporated” or that the incorporation is with “limited liability”. This has to be further read with Section 2(d) which requires that to apply the Code such other body incorporated under any law for the time being in force needs to be specified by Central Government only then Code would apply to it. Thus, reading Section 2 which prescribes the entities and individuals to which the Code applies when considered with definition of ‘corporate person’ under Section 3(7) of the Code, the Respondents i.e. Societies cannot be said to be ‘corporate persons’ to whom the provisions of the Code applies.(p20-21)

As per definition of Corporate Person under Section 3(7) of the Code, the Societies cannot be said to be Corporate Persons – Asset Reconstruction Company (India) Ltd. Vs. Mohammadiya Educational Society – NCLAT New Delhi Read Post »

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