Corporate Law : In a landmark judgment, MP HC rules trial courts cannot accuse under Section 319 CrPC without clear evidence. Detailed analysis of...
Company Law : There can be disputes between majority group and minority shareholders in any Company and these disputes come very frequently in c...
Company Law : In any litigation, the Court or the authority adjudicating the matter can pass interim orders and the matter will get finally disp...
Corporate Law : Section 397/398 of the Companies Act, 1956 provides a relief to the minority against the majority if the majority indulges in the ...
Company Law : The study of various judgments of High Court and Supreme Court under section 397/398 of Companies Act, 1956 speak volumes about th...
Goods and Services Tax : Read the detailed judgment of Andhra Pradesh High Court dismissing a petition seeking police custody for a TDP leader's son in an ...
Income Tax : Jharkhand High Court held that initiation of prosecution proceedings under section 276CC of the Income Tax Act in absence of any d...
Corporate Law : NCLAT Delhi held that the NCLT has no jurisdiction to decide the validity or otherwise of the `Gift Deed’ more so when `fraud’...
Company Law : It was observed by the CLB that if the Appellants failed to cooperate with NHEL for the determination of the value of the occupied...
Company Law : The issues regarding genuineness of the sale deed, undervaluation, etc. are beyond the purview of instant CP, since a consideratio...
Read the detailed judgment of Andhra Pradesh High Court dismissing a petition seeking police custody for a TDP leader’s son in an Rs. 8 crore GST-ITC scam case.
In a landmark judgment, MP HC rules trial courts cannot accuse under Section 319 CrPC without clear evidence. Detailed analysis of the case and its implications.
Jharkhand High Court held that initiation of prosecution proceedings under section 276CC of the Income Tax Act in absence of any demand, as demand adjusted against refund, is bad-in-law and liable to be set aside.
NCLAT Delhi held that the NCLT has no jurisdiction to decide the validity or otherwise of the `Gift Deed’ more so when `fraud’ and `coercion’ is alleged.
It was observed by the CLB that if the Appellants failed to cooperate with NHEL for the determination of the value of the occupied premises, including land, plant and machinery and do not accept the fair value of the assets determined, the petition shall be deemed to have been dismissed. The impugned order thus makes it impossible for the Appellants to even question the valuation. Having succeeded in demonstrating oppression by the Respondents, the Appellants cannot be compelled to accept an arbitrary and unilateral determination of the fair value by the Respondents not based on any sound financial and accounting principles. The remedy provided by the CLB has thus been rendered illusory.
The issues regarding genuineness of the sale deed, undervaluation, etc. are beyond the purview of instant CP, since a consideration of oppression and mismanagement arises only if the petitioners are found to be shareholders of the company. That issue being held against them the other issues pleaded in the CP do not arise. The petitioners have approached the Bench with unclean hands and they are not entitled to any equitable reliefs. The attempt of the petitioners to re-agitate the concluded issues is nothing but an abuse of the process of the Court. The company petition is devoid of any merits.
CLB has rendered a finding that the application for amendment was allowed for determination of the issues between the parties and for the purpose of framing issues for avoiding multiplicity of litigations.
The appellant may have a very good case on merits and would possibly be able to establish in an appropriate proceeding that the respondent have acted in a fraudulent manner and defrauded him to Rs. 2 crore. However, in proceedings for winding up the company, the Court cannot adjudicate upon a bona fide disputed debt. It is well settled principle of company law that wherever there is a bona fide disputed debt, the petition for winding up of a company is not appropriate remedy to enforce the debt. In the circumstances, no fault is found with the order of the Single Judge. Accordingly, the appeal is to be dismissed.
Unfortunately, this court has failed to engage the respondents’ attention on such aspect of the matter despite several reminders in course of the hearing. Instead, the respondents have veered off course to emphasise on single-line orders of adjournment to impress that the settlement had never been worked out. But the settlement or the adequacy of the consideration for the transfer of shares is not germane to the issue.
The case of Chatterjee Petrochem (I) (P.) Ltd. v. Haldia Petrochemicals Ltd. [2011] 110 SCL 107 is clearly distinguishable as in that case when the company was in dire need of funds the Chatterjee Group had failed to keep its promise of providing funds as it obtained a loan raising the debt equity ratio of the company. These circumstances were taken into consideration for reduction of Chatterjee group into a minority. In the present case firstly the enforcement of MOU dated 18/05/2007 is not in consideration in the present order and secondly the facts borne out from the record clearly show that raising of authorised share capital was not on account of raising immediate funds for the completion of the hotel/resort project but was mainly for reducing the shareholding of the Petitioner to an abject minority.
