Removal from Register of Members Is a Completed Act, Not a Continuing Wrong: NCLT Chandigarh Dismisses Oppression Petition Under Sections 241 and 242 as Barred by Limitation
NCLT Chandigarh dismissed a petition under Sections 241 and 242 of the Companies Act, 2013 as barred by the three-year period under Article 113 of the Limitation Act, 1963, holding that the removal of a shareholder's name from the register of members is a completed act, and that its continuing consequences do not make it a continuing wrong.
Securities Premium Account Utilised to Write Off Accumulated Losses: NCLT Chandigarh Confirms Reduction of Share Capital Under Sections 66 and 52 of the Companies Act
NCLT Chandigarh confirmed a reduction of share capital under which a solvent company set off accumulated losses of Rs. 42.59 crore against its securities premium account, holding that a pure accounting adjustment involving no payout, no cancellation of shares and no reduction in any creditor's dues causes no prejudice to creditors.
SEZ Approval Need Not Hold Up a Demerger: NCLT Chandigarh
NCLT Chandigarh sanctioned the demerger of an SEZ developer's Phase-II business undertaking without first requiring SEZ approval, accepting that the approval under Instruction No. 109 may be obtained after sanction, with the Scheme taking effect on the later of the ROC filing and receipt of that approval.
Deemed RBI Approval Under Regulation 9 of the FEMA Cross Border Merger Regulations Satisfies Rule 25A: NCLT Chandigarh Directs Meetings in Inbound Merger of Mauritius Holding Company
In the first motion of an inbound cross-border merger of a Mauritius holding company into its Indian subsidiary, NCLT Chandigarh held that a certificate of compliance under Regulation 9 of the FEMA (Cross Border Merger) Regulations, 2018 satisfies the requirement of prior RBI approval under Rule 25A, and directed separate meetings of related and non-related unsecured creditors.
NCLT Chandigarh Approves Utilisation of Securities Premium to Set Off Accumulated Losses of Rs. 99.59 Crores
The NCLT Chandigarh Bench confirmed the reduction of share capital of a foreign-owned private company under Section 66 of the Companies Act, 2013, permitting it to utilise Rs. 99.59 crores from its securities premium account to set off accumulated losses.
Counter-Offer Constitutes Rejection of Pre-Emption Offer and Doctrine of Ratification Cures Procedural Irregularities in Board Resolutions: NCLT Chandigarh
The NCLT Chandigarh dismissed an oppression and mismanagement petition, holding that a counter-offer to a pre-emption offer constitutes its rejection and no concluded contract arises. The Tribunal further applied the Doctrine of Ratification to cure procedural irregularities in board resolutions concerning a debt-restructuring loan, and held that a shareholder who benefited from the transaction is estopped from challenging it.
NCLT Chandigarh Sanctions Amalgamation of Redbus India with MakeMyTrip (India) with Capital Reduction and Prospective Appointed Date
The NCLT Chandigarh sanctioned the scheme of amalgamation of Redbus India Pvt Ltd with MakeMyTrip (India) Pvt Ltd under Sections 230 to 232 read with Section 66 of the Companies Act, 2013, involving capital reduction and a share exchange ratio of 3,333 shares of the Transferee Company for every 1,00,000 shares of the Transferor Company.
NCLT Chandigarh Allows First Motion for Demerger of FreeCharge Payment Technologies Under Sections 230 to 232 of the Companies Act with RBI Conditions
The NCLT Chandigarh allowed the first motion petition for demerger of FreeCharge Payment Technologies Pvt Ltd (an Axis Bank subsidiary) into FreeCharge Business and Technology Services Ltd, dispensing with meetings of shareholders and creditors and imposing RBI-mandated conditions.