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Search Results Judgments > Phrase:COMPANIES ACT, 1956 1956 Section 445

Oct 28 2013

Vishwanath Namdeo Patil and Others Vs. The Official Liquidator of M/s ...

  • Decided on : 28-Oct-2013

Court : Mumbai

... provision. The only section of the Companies Act, 1956 which provides for the discharge of an employee, which includes a workman, is section 445(3), and that too by a deeming fiction, as no actual order of discharge / termination has been passed. In respect of workmen, the only two provisions under the Companies Act, 1956, and Rules framed there-under are section 445(3) and Rule ... of the Industrial Disputes Act, 1947. (e) The services of a workmen cannot be discharged or terminated by implication but by a method known to industrial/ labour law, or by any specific statutory provision. The only section of the Companies Act, 1956 which provides for the discharge of an employee, which includes a workman, is section 445(3), and that too ... prior thereto, as per Section 445(3) of the Companies Act, 1956, which expressly provides that the winding up order shall be deemed to be the notice of discharge to the employees, except where the business is continued. Rule 154 of the Companies (Court) Rules, 1959 provides that the value of all debts and claims against the company shall, as far ... Companies Act, 1956, and Rules framed there-under are section 445(3) and Rule 154. (f) There is a difference between provisional winding up and final winding up. Though a Provisional Liquidator has wide powers, Provisional Liquidator ensures the protection of assets during the winding up process. Till the order of winding up the Company continues to exists and the Directors remain the Directors of the Company ...

Jan 05 1965

Ram Hari De Vs. Official Liquidator, High Court

  • Decided on : 05-Jan-1965

Court : Kolkata

Reported in : AIR1965Cal552,69CWN317,(1965)IILLJ230Cal

... operation of Section 445(3) of the Companies Act, 1956. The principle to be observed has been laid down in Tait's case, (1871) 16 Solicitors' Journal 46. In that case, the terms of engagement of an officer by a company was that pounds 5000 would be paid to him if the company would discontinue ... operation of law. Section 445(3) of the Companies Act 1956 deals with the effect of the making of a winding-up order and runs as follows:'Such order shall be deemed to be a notice of discharge of the officers and employees of the company, except when the business of the company is continued.' ... of retrenchment as laid down in Section 2(oo), there must be the termination of services of workmen by the employer. It is nobody's case that the hank terminated the services of the appellants. They stood discharged by operation of Section 445(3) of the Companies Act, 1956. The principle to be ... Section 445(3) of the Companies Act, 1956 all this was altered and no option or choice remained with the bank. By operation of law, all workmen were deemed to have been dismissed. It was not the case of a voluntary closure of business or discharge of workmen by the employer as a result of any deliberate act ... the Supreme Court, or a number of English decisions cited in the court below, which do not turn on the special provisions of Section 445(3) of the Companies Act, 1956. Mr. Sen has argued that the tripartite agreement contemplated a gradual and phased reduction in the staff until the business was closed ...

Jan 07 2003

Maharashtra State Textile Corporation Limited Vs. Gopal Balu Saikar (s ...

  • Decided on : 07-Jan-2003

Court : Mumbai

Reported in : 2003(2)ALLMR47; 2003(4)BomCR836; [2003(97)FLR251]; (2003)IILLJ313Bom; 2003(3)MhLj531

... Section 445(3) of the Companies Act would result in termination of employment. He, however, submits that since under Sub-section (10) of Section 18FA of the Industries (Development and Regulation) Act the winding up order stands stayed, the termination, which is purely the result of Section 445(3) of the Companies Act can have no effect. 15. Section 18FA of the Industries (Development and Regulation) Act ... company is continued.'The learned Counsel for the Respondent does not dispute the fact that Section 445(3) of the Companies Act would result in termination of employment. He, however, submits that since under Sub-section (10) of Section 18FA of the Industries (Development and Regulation) Act the winding up order stands stayed, the termination, which is purely the result of Section 445(3) of the Companies Act ... company, except when the business of the company is continued.'The learned Counsel for the Respondent does not dispute the fact that Section 445(3) of the Companies Act would result in termination of employment. He, however, submits that since under Sub-section (10) of Section 18FA of the Industries (Development and Regulation) Act the winding up order stands stayed, the termination, which is purely the result of Section 445 ...

Jul 24 2002

In Re: Electronics Ltd. (In Liqn)

  • Decided on : 24-Jul-2002

Court : Delhi

Reported in : 2002(64)DRJ402

... Section 445(3) of the Companies Act, 1956 (hereinafter referred to as 'the Act') do not override the provisions of the I.D. Act since, had this been the intention, a non obstinate clause could easily have been employed in the said Section, which is a later enactment than the I.D. Act. Mr. Tiku has relied on Sections 25F, 25FFF, 25K, 25N and 25-O of the I.D. Act ... Act) or any other enactment or law. He has emphasised that Mr. Tiku's clients are regretfully protecting their interests even though they may substantially defeat the interests of the majority of workers.9. Mr. Tiku, learned counsel for the applicants has contended that the provisions of Section 445(3) of the Companies Act, 1956 (hereinafter referred to as 'the Act') ... Act, 1947 (hereinafter referred to as the I.D. Act) or any other enactment or law. He has emphasised that Mr. Tiku's clients are regretfully protecting their interests even though they may substantially defeat the interests of the majority of workers.9. Mr. Tiku, learned counsel for the applicants has contended that the provisions of Section 445(3) of the Companies Act, 1956 ... Section 445(3) of the Companies Act, upon the compulsory liquidation of a company, operates as an order of retrenchment. If it does, then the appellants would be entitled to amounts agreed upon between the parties under the so-called tripartite agreement. If not, they are not entitled to the same, although they may be entitled to payment under Section 25FFF of the Industrial Disputes Act ...

Dec 02 1993

S. Anthony Raj and another Vs. A. Shanmugam and others

  • Decided on : 02-Dec-1993

Court : Chennai

Reported in : [1994]80CompCas531(Mad); (1995)IILLJ1208Mad

... creditors under the contract; (ii) the cut-off date for arriving at the ratio at which the sale proceeds should be divided on a pari passu basis as per section 529 of the Companies Act, 1956, should be the date of the winding up order and not the date of sale; and (iii) the workmen are entitled to claim interest from the date of ... leading to the winding up, to say mechanically that a notice under section 445(3) of the Companies Act is a closure notice attracting the proviso under sub-section (1) of section 25FFF of the Act may not be proper. Such people who take bankruptcy or insolvency as a stigma do not commit themselves to acts which lead to the winding up and consequential closure of the undertaking ... were in fact the result of the company's usual trading activities and were not on account of unavoidable circumstances beyond the control of the companies. This interpretation in our view will uphold the primacy of section 25FFF of the Act over the law that only envisaged notice of closure to the employees under section 445(3) of the Companies Act. This view will also be in consonance ... the undertaking before the notice under section 445(3) of the Companies Act, it is unreasonable, in our opinion, for the employer to contend that the workmen should be paid less and only in accordance with the proviso to sub-section (1) of section 25FFF of the Act. We have heard learned counsel for the appellants also to find out whether the company under liquidation has got much ...

Apr 16 1997

United States v. O'Hagan

  • Decided on : 16-Apr-1997

Court : US Supreme Court

... trading in connection with a tender offer, in violation of 14(e) of the Exchange Act, 15 U. S. C. 78n(e), and SEC Rule 14e-3(a), 17 CFR 240.14e3(a) (1996); and 3 counts of violating federal money laundering statutes, 18 U. S. C. 1956(a)(1)(B)(i), 1957. See App. 13-24. A jury convicted O'Hagan on ... to identifiable purchasers or sellers of securities. Chiarella involved securities trades by a printer employed at a shop that printed documents announcing corporate takeover bids. See 445 U. S., at 224. Deducing the names of target companies from documents he handled, the printer bought shares of the targets before takeover bids were announced, expecting (correctly) that the share prices would rise upon ... is a fair assumption that trading on the basis of material, nonpublic information will often involve a breach of a duty of confidentiality to the bidder or target company or their representatives. The SEC, cognizant of proof problems that could enable sophisticated traders to escape responsibility for such trading, placed in Rule 14e-3(a) a "disclose or abstain from trading" command ... is a fair assumption that trading on the basis of material, nonpublic information will often involve a breach of a duty of confidentiality to the bidder or target company or their representatives. The SEC, cognizant of the proof problem that could enable sophisticated traders to escape responsibility, placed in Rule 14e-3(a) a "disclose or abstain from trading" command that does ...

Mar 18 1980

Chiarella v. United States

  • Decided on : 18-Mar-1980

Court : US Supreme Court

... the target companies and sold the shares immediately after the takeover attempts were made public. After the SEC began an investigation of his trading activities, petitioner entered into a consent decree with the SEC in which he agreed to return his profits to the sellers of the shares. Thereafter, petitioner was indicted and convicted for violating 10(b) of the Act and SEC Rule 10b ... for Rule 10b-5, 33 U.Chi.L.Rev. 359, 373-374 (1966). See generally Note, Civil Liability under Rule X-10b-5, 42 Va.L.Rev. 537, 554-561 (1956). [ Footnote 12 ] "Tippees" af corporate insiders have been held liable under 10(b) because they have a duty not to profit from the use of inside information that they know ... confidential material information that is not legally available to others generally are prohibited . . . from engaging in schemes to exploit their structural informational advantage through trading in affected securities." Post at 445 U. S. 251 . This view is not substantially different from the Court of Appeals' theory that anyone "who regularly receives material nonpublic information may not use that information to trade ... ] Title 15 U.S.C. 78m(d)(1) (1976 ed., Supp. II) permits a tender offeror to purchase 5% of the target company's stock prior to disclosure of its plan for acquisition. [ Footnote 16 ] Section 11 of the 1934 Act generally forbids a member of a national securities exchange from effecting any transaction on the exchange for its own account. 15 U ...

Jul 01 1983

Dirks v. SEC

  • Decided on : 01-Jul-1983

Court : US Supreme Court

... federal securities laws, including 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5, by repeating the allegations of fraud to members of the investment community who later sold their stock in the insurance company. Because of petitioner's role in bringing the fraud to light, however, the SEC only censured him. On review, the Court of Appeals entered judgment ... Private Corporations 1168.2, pp. 288-289 (rev. ed.1975). As Chiarella recognized, it is based on the relationship of trust and confidence between the insider and the shareholder. 445 U.S. at 445 U. S. 228 . That relationship assures the shareholder that the insider may not take actions that will harm him unfairly. [ Footnote 2/8 ] The affirmative duty of disclosure ... exposure of the fraud, the SEC found that he had aided and abetted violations of the antifraud provisions of the federal securities laws, including 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5, by repeating the allegations of fraud to members of the investment community who later sold their stock in the insurance company. Because of petitioner's role ... the company, and only then did the Wall Street Journal publish a story based largely on information assembled by petitioner. After a hearing concerning petitioner's role in the exposure of the fraud, the SEC found that he had aided and abetted violations of the antifraud provisions of the federal securities laws, including 10(b) of the Securities Exchange Act of 1934 and SEC ...

Apr 21 1992

A. Shanmugham Vs. Official Liquidator, High Court, Madras and others

  • Decided on : 21-Apr-1992

Court : Chennai

Reported in : [1992]75CompCas181(Mad); (1992)IILLJ221Mad

... Section 529 of the Companies Act, 1956 workmen dues include the amount payable under the Industrial Disputes Act. One of the amounts payable under Industrial Disputes Act is closure compensation under Sec. 25FFF. The payment of compensation under Sec. 25FFF of Industrial Disputes Act arises due to the termination of the services of employees by operation of law under Sec. 445(3) of the Companies Act, 1956 ... Act. One of the amounts payable under Industrial Disputes Act is closure compensation under Sec. 25FFF. The payment of compensation under Sec. 25FFF of Industrial Disputes Act arises due to the termination of the services of employees by operation of law under Sec. 445(3) of the Companies Act, 1956 with effect from October, 27, 1978 being the date of winding up. The Industrial undertaking of the company ... Sec. 25FFF of Industrial Disputes Act arises due to the termination of the services of employees by operation of law under Sec. 445(3) of the Companies Act, 1956 with effect from October, 27, 1978 being the date of winding up. The Industrial undertaking of the company has been closed down due to the passage of winding up order. 6. Section 25 FFF of Industrial Disputes Act ...

Jan 16 2006

O.N.G.C. Ltd. Vs. O.L. of Ambica Mills Co. Ltd. and 11 Ors.

  • Decided on : 16-Jan-2006

Court : Gujarat

Reported in : [2006]132CompCas606(Guj); [2006]71SCL274(Guj)

... Ltd. (hereinafter referred to as SONGC) appellant (original applicant) has filed this appeal under Section 483 of the Companies Act, 1956 (hereinafter referred to as the Act) challenging the judgment and order passed by the learned Single Judge whereby the application being Company Application No. 445 of 2000 in Company Petition No. 121 of 1995 preferred by the appellant has been rejected.2. The ... Section rules which are in force under the law of insolvency have been made applicable to winding up proceedings. The word Srules has been used in this Section as meaning the principles which regulate the affairs of insolvency proceedings.8.18 Section 109 of Indian Companies Act, 1913 (corresponding to Section 125 of the Companies Act, 1956) applies to a mortgage or charge created by the Company ... loan of money would create a charge in favour of a plaintiff against the assets of the company and even though such a charge may not have been registered under the provisions of Section 109 of the Indian Companies Act, 1913 (Section 125 of the Companies Act, 1956). The said charge would be a security in favour of the plaintiff and the plaintiff ... Section 29 of the SFC Act cannot override the provisions of Sections 52(1) and 529A of the Companies Act, 1956, inasmuch as the SFCs cannot exercise the right under Section 29 ignoring a pari passu charge of the workmen. 10.B On page 630 of the said judgment the Hon'ble Supreme Court has held as follows:1. xxxxxxxxx2. The SFCs cannot unilaterally act ...

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