Section 36 of the Companies Act, 1956 makes the Memorandum and Articles of Company, when registered, binding not only on the company but also the members inter-se to the same extent as if they had been signed by the company and by each member and covenanted to by the company and each shareholder to observe…
Who can be appointed as Trustee? As per Section 10 of the Indian Trusts Act, any person who is capable of holding property can be appointed as a trustee. A person is deemed to have the capacity to hold property, if such a person is capable of administering the property effectively and efficiently with ordinary…
In case the proposed scheme is bona fide and genuine and is not against public interest then mere fact that certain immovable properties or right to recover debts etc. are transferred to the transferee company would not mean that they are in violation of any provisions of the Transfer of Property Act. However, if such scheme is only with the ulterior motive to transfer the immovable properties without payment of Government or statutory dues, then the same would be against the public interest and the Court will not approve the scheme.
CITATION: 82 (1999) DLT 518 DECIDED on: 13.08.1999 FACTS In this case a Company Petition was filed by M/s. Tecumseh India Private Limited (“Transferee Company”) seeking amalgamation of M/s. Tecumseh Products India Limited (“Transferor Company”) with the Transferee Company. Both the Transferor and Transferee Company belonged to same group. The scheme of amalgamation provided that all…
CITATION: (2004) 4 CompLJ 394 Bom DECIDED: May 6, 2004 BEFORE: Bombay High Court FACTS A company petition was filed by the petitioner IndusInd Bank Limited for sanction of Scheme of Arrangement between Ashok Leyland Finance Limited (‘transferor company’) and IndusInd Bank Limited (‘transferee company’) and their respective members and creditors. The Regional Director’s main objection was that…
The scope of Company Court to sanction scheme of amalgamation is limited and therefore Court can intervene in matter only when it is not just and fair or prejudicial to the interest of share holders. Court can only go through scheme and examine whether it has complied requirements under Section 391 (2) and was passed requisite majority or not. Individual personal interest of minority share holders is of no concern unless it is affecting class interest of such equity shareholders.
In these presentation slides, find out all the key provisions of new Companies Act, 2013 affecting directors and Key Managerial Personnel (KMP).
[2013] 178 CompCas 282 (Delhi) FACTS: A petition was filed by two shareholders for winding up of the appellant-company under section 433 of the Companies Act, 1956. The company court by the impugned order admitted the petition, directed the company to be wound up and, ordered the citation to be published in the “Statesman” (English)…
A Admitted Debt u/s 433(3) of Companies Act, 1956 Alternative Remedy to be initiated before invoking just and equitable clause u/s 433 (f) B Bona fide dispute C Commercial Insolvency Creditor’s Objection to Winding Up Composite petitions under Sections 397, 398 and 433(f) D Dissolution of Partnership and Deadlock as grounds for Winding Up under Section…
CASE LIST The fact that majority has approved the amalgamation scheme is not conclusive, however, it must be taken into account before in sanctioning the scheme. Sugarcane Growers and Sakthi Sugars Shareholders’ Association Vs. Sakthi Sugars Ltd., [1998] 93 CompCas 646 (Mad) J. S. Davar Vs. Shankar Vishnu Marathe, AIR 1967 Bom 456 While the court is not supposed…
Directors of a company hold the most crucial position in the Company. With the new Companies Act, 2013 (“New Act“) already in force, their position has become even more significant than ever before. They are now formally included within the definition of “key managerial personnel” or “KMP” under Section 2(51) of the New Act. New…
Definition of Slump Sale As per S. 2(42C), of Finance Act, 1999, ‘slump sale’ means the transfer of one or more undertakings as a result of the sale for a lump sum consideration without values being assigned to the individual assets and liabilities in such sales. As per Sect 180 of Companies Act, 2013- “180. (1) The Board…