03/08/2023

Whether the change of name of a Company with the approval of RoC would amount to transfer of assets of the Company attracting imposition of Stamp Duty and Registration Fee? – Groupe SEB India Pvt. Ltd. and Another Vs. State of Himachal Pradesh and others – Himachal Pradesh High Court

Hon’ble High Court held that:
(i) Mere acquiring of equity share capital of ‘Company does not amount to transfer, assignment or parting with the possession or any other rights of the allottee Company, neither with the plot in question nor structure in existence thereon.
(ii) Transfer of shares of shareholders of company to third party, does not mean transfer of properties of the company to third party nor shareholders have any right, title or interest in the property belonging to the company.
(iii) Approval for change of name by Registrar of Companies under Section 13 of the Companies Act, 2013 does not mean transaction or sale as such no stamp duty is chargeable.
(iv) Change of name of the Company in revenue record does not mean transfer of assets, consequently, there is no obligation to pay stamp duty and registration fee.

Whether the change of name of a Company with the approval of RoC would amount to transfer of assets of the Company attracting imposition of Stamp Duty and Registration Fee? – Groupe SEB India Pvt. Ltd. and Another Vs. State of Himachal Pradesh and others – Himachal Pradesh High Court Read Post »

Withdrawing liquidation application and allowing a Resolution Plan after decision to liquidate the Corporate Debtor without issuing fresh EOI(Form G) is commercial wisdom of CoC and is cannot be interfered in the exercise of jurisdiction of judicial review either by NCLT or NCLAT in the exercise of its appellate powers – Anil Kumar, Suspended Director, SK Elite Industries India Ltd. Vs. Jayesh Sanghrajaka, RP, SK Elite Industries India Ltd. – NCLAT New Delhi

In this important case, CoC has withdrawn the liquidation decision and approve a Resolution Plan. Suspended Director of Corporate Debtor challenged the said decision that no fresh EOI was issued before allowing the Resolution Plan after decision of the liquidation.
NCLAT held that:
(i) Since, no settlement offer from the Appellant or resolution plan from PRAs was available before the CoC and the extended CIRP period was also coming to an end, in the given circumstances, the decision of the CoC to entertain the resolution plan from Respondent No.3 without publication of Form G cannot be viewed to be such a grave procedural non-compliance that the integrity of the entire resolution process was undermined.
(ii) No consequence of non-compliance to CIRP Regulation 36A has been provided for in the statutory construct of IBC
(iii) The language of CIRP regulation has to be read along with mandate and objective of the Code which clearly emphasizes reorganization and insolvency resolution of corporate debtor in a time bound manner.
(iv) The decision as to whether the Corporate Debtor is to be revived or not by acceptance of a particular resolution plan is essentially a business decision and hence should be left to the CoC so long as it musters more than 66% vote share.
(v) When the CoC has approved a Resolution Plan by 100% voting share after considering its feasibility and viability, such decision of CoC is a commercial decision. There can be no fetters on the commercial wisdom of the CoC. It is settled law that commercial wisdom of CoC in approving the Resolution Plan is not to be interfered in the exercise of jurisdiction of judicial review either by the Adjudicating Authority or by this Tribunal in the exercise of its appellate powers.

Withdrawing liquidation application and allowing a Resolution Plan after decision to liquidate the Corporate Debtor without issuing fresh EOI(Form G) is commercial wisdom of CoC and is cannot be interfered in the exercise of jurisdiction of judicial review either by NCLT or NCLAT in the exercise of its appellate powers – Anil Kumar, Suspended Director, SK Elite Industries India Ltd. Vs. Jayesh Sanghrajaka, RP, SK Elite Industries India Ltd. – NCLAT New Delhi Read Post »

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