Court : Delhi
..... been made with the malafide intention and motive of denying them special rights which are attached to promoter shareholding as recognized in the companies act, 1956 / companies act, 2013 and various sebi regulations and such special rights have also been recognized in the said impugned letter of offer vide clause 28 under the head internal risks. the same is ..... .4 in order to deny to the plaintiff the special rights as enjoyed by the promoter of a company under law and also recognized in the said letter of offer. v) the said act of the defendants is contrary to the various provisions of companies act, 2013, sebi (substantial acquisition of shares and takeovers) regulations 1997 and 2011 and sebi (issue of capital and disclosure ..... plaintiffs has referred the definition of promoter in section 2(69) of the companies act, 2013, the term promoter includes a person who has direct or indirect control over the affairs of a company, or in accordance with whose advice, directions or instructions the board of directors of the company is accustomed to act. further, regulation 2(1)(za) of the icdr regulations defines promoter to ..... defendant no. 1 has not shown the plaintiff as a promoter or a promoter group company since september, 2013 does not have any merit. it is submitted that the plaintiff is a promoter company by virtue of the definitions of promoteras contained in the sebi regulations and the companies act. so long as the plaintiff meets the requirement of the law for being a promoter .....Tag this Judgment!
Court : Mumbai
..... the record date. the reduction of the spa is sought in terms of the provisions of sections 100 to 104 of the 1956 act read with section 52 of the companies act 2013 ( the 2013 act ?). the board of directors of the petitioner company approved the scheme at its meeting held on 26th june 2014. 2. by an order dated 8th august 2014 passed by this court ..... in company summons for directions no.632 of 2014, this court convened meetings of the equity shareholders and unsecured creditors of the petitioner company on 15th september ..... it was not permissible for the regional director to import the meaning of dividend ? as contained in the income tax act into the 1956 act or the 2013 act and that the said meaning could not be relied upon in the context of the companies acts. he further submitted that the decisions of the hon ble apex court in kantilal manilal (supra) and central india industries ..... section 123 and is therefore illegal. he submits that it is well settled that a scheme is required to comply with all laws including the companies act and that consequently if the scheme violates section 123 of the 2013 act the same is illegal and ought not to be sanctioned. 8. on the other hand mr. tulzapurkar, learned senior counsel appearing on behalf of .....Tag this Judgment!
Court : Delhi
..... filed. 9. the respondent, by the impugned order has held:- a. that in view of the coming into force of section 188(1)(f) of the companies act, 2013 (the 2013 act) w.e.f. 1st april, 2014, no approval for the period w.e.f. 1st april, 2014 onwards is required, subject to the appointment complying with certain prescribed conditions and ..... ) of the companies act, 1956 (the 1956 act) seeking approval of appointment of the petitioner no.2 shri tarun gupta, a relative of the director of the petitioner no.1 company, as an executive president (commercial) of the petitioner no.1 company at an annual remuneration of rs.77,41,539/- for a period of five years with effect from 1st october, 2013 with annual increment ..... be said to be not in the exclusive employment of the petitioner no.1 company or holding a place of profit in the other companies. 25. the word employeeor employmentis not found defined, neither in the 1956 act nor in the 2013 act. while the former defines director as including any person occupying the position of director by whatever name called, the latter defines director ..... as meaning a director appointed to the board of a company. else, the word employeeand employmenthave definite connotation. black's law dictionary 8th edition (i .....Tag this Judgment!
Court : Delhi
..... crps must be repaid to the petitioners with the applicable interest in terms of section 42(6) of companies act, 2013 and as the respondents having received the consideration in contravention of section 42(3) of company act, 2013 are liable for penalties under section 42(10) of companies act, 2013. 85. it is correctly alleged by mr.sibal on behalf of the petitioners that the amounts received/adjusted ..... the petitions. 79. with regard to issuance of crps shares are concerned, admittedly the respondents in para 48 of reply stated that under section 42 (3) of the companies act, 2013, the respondent no.1 company cannot make fresh offer of securities unless and until the offer or invitation for issue and allotment of securities made earlier have been completed. in case the respondent ..... behalf that the crps shares cannot be issued as the warrants could be allotted and in the absence thereof there they would be in violation of section 42 of the companies act, 2013. 53. the other important aspect is that the respondents in their reply at para 3 of the preliminary objections have themselves stated that the issuance of warrants has become an ..... sebi and bse to allot the warrants. 34. it is alleged on behalf of respondent no.2 that in view of the requirements of 42 (3) of the companies act, 2013, the respondent no.1 company cannot make an invitation for fresh offer of securities unless and until the offer or invitation for issue and allotment of securities made earlier have been completed or .....Tag this Judgment!
Court : Karnataka
..... the 49th acm held on 13.09.2013, it was questioned by the share holders, but there was no suitable reply. dividend warrant was sent. the complainant has ..... offence punishable under section 447 of the companies act, 2013; cognizance is taken by the court against the accused persons. 2. the complaint allegation is to ..... crl.p is filed u/s. 482 of cr.p.c., praying to quash proceeding in c.c. no.214/2013 pending on the file of special court for economic offences, bangalore, for offences p/u/s 447 of the companies act, 2013.) 1. the petitioners herein are arraigned as accused persons in a private complaint filed by respondent herein in respect of the ..... ltd. company (for short company') the board of directors of the company recommended 25% of the dividend to the share holders of the company for the financial year 2012-2013, though the company incurred loss to the extent of 122.00 crores for the financial year 2012-2013. it is contrary to the section 205 of the companies act, 1956 and section 123 of the companies act, 2013 (hereinafter called as act'). in .....Tag this Judgment!
Court : Chennai
..... e.o.c.c. no.252 of 2015 before the additional chief metropolitan magistrate court, e.o.-i, egmore, chennai 8 under section 207(3)(b) of the companies act, 2013 (for brevity the new act ) against five accused, challenging which soumobroto ganguly (a3) is before this court. 4. it is the case of the complainant that the petitioner was a director in eduexel ..... for offence under section 207(3)(b) of the companies act. 5. the prosecution is challenged by soumobroto ganguly (a3) on the short ground that he had submitted his resignation letter dated 05.09.2013 to eduexel infotainment ltd. and that for the fault of the company in not submitting form 32 to the registrar of companies, he cannot be held liable. 6. the learned ..... the date of acceptance of his resignation. 7. per contra, the registrar of companies has filed a counter affidavit stating that under section 303(2) of the companies act, 1956 (for brevity the old act) , resignation of a director has to be informed by the company to the registrar of companies and only then, such resignation takes its effect. 8. the learned counsel for the petitioner ..... submitted that since the company did not forward the petitioner's resignation letter to the registrar .....Tag this Judgment!
Court : Chennai
..... the court was barred by section 10gb of the old companies act, 1956 and that the new companies act, 2013 enacted, which has repealed the companies act, 1956 also contains a provision under section 430 excluding such jurisdiction of the civil courts in such company matters. 2. the reliance made by the petitioner under section 430 of the companies act, 2013 has been pre-empted by the respondent/plaintiff by making ..... repealed companies act, 1956 shall continue to operate and that hence, the bar of civil courts jurisdiction provided under section 10gb of the companies act, 1956 squarely applies to the suit in question. in short, the crux of the contention of ..... an averment that the said section had not come into force as it was not notified till the filing of the suit. however, the learned counsel for the petitioner would contend that section 465 of the companies act, 2013 contains a proviso that until notification, the .....Tag this Judgment!
Court : Chennai
..... fair, just, sound and is not contrary to any public policy or public interest. no proceedings appear to be pending under the provisions of sections 206 to 229 of the companies act, 2013. all the statutory provisions appear to have been complied with. 10. consequently, there shall be an order approving the scheme of arrangement (demerger) of the demerged ..... scheme will not adversely affect the rights of any of the creditors of the petitioner companies. 6. the petitioners state that no investigation proceedings are pending against the petitioner companies under sections 206 to 229 of the companies act, 2013. 7. upon notice being issued, the regional director, ministry of company affairs has filed his report stating that he has no objection to the scheme being ..... sanctioned. 8. i have perused the proposed scheme filed along with the company petitions. i find that the said scheme is .....Tag this Judgment!
Court : Delhi
..... the applicant companies. 60. the board of directors of the transferor and transferee companies in their separate meetings held on 6th october, 2015 have unanimously approved the proposed scheme of amalgamation. copies of the resolutions passed at ..... each of the transferee company as a token. 59. it has been submitted by the applicants that no proceedings under sections 237, 243, 250, 250a and 251 of the companies act, 1956 or under sections 210, 214, 215, 216(1), 216(3), 216(4), 217, 219, 220, 223, 224(1), 224(3), 224(4) and 225 of the companies act, 2013 are pending against ..... of incorporation on 23rd october, 2006. 28. the transferor company no. 26 was incorporated under the companies act, 1956 on 15th march, 2013 with the registrar of companies, nct of delhi and haryana at new delhi. 29. the transferor company no. 27 was incorporated under the companies act, 1956 on 6th july, 2007 with the registrar of companies, nct of delhi and haryana at new delhi. 30. ..... the transferor company no. 28 was incorporated under the companies act, 1956 on 28th july .....Tag this Judgment!
Court : Delhi
..... companies in their separate meetings held on 15th june, 2015 have unanimously approved the proposed scheme of amalgamation. copies ..... companies. 31. the board of directors of the transferor and transferee ..... rs.1/- each of the transferee company, credited as fully paid up, for every 1,000 equity shares of rs.1/- each held in the transferor company no. 11. ? 30. it has been submitted by the applicants that no proceedings under sections 235 to 251 of the companies act, 1956 and/or under sections 210 to 227 of the companies act, 2013 are pending against the applicant .....Tag this Judgment!