Supreme Court Annual Digest 2022- Company Law

Companies Act, 1956 - Appeal against NCLAT order which dismissed appeals against NCLT order denying relief to appellant workmen/employees with regard to their claim relating to salary, which they claimed for the period involving CIRP- Partly allowed - (i) That the wages/salaries of the workmen/employees of the Corporate Debtor for the period during CIRP can be included in the CIRP costs provided it is established and proved that the Interim Resolution Professional/Resolution Professional managed the operations of the corporate debtor as a going concern during the CIRP and that the concerned workmen/employees of the corporate debtor actually worked during the CIRP and in such an eventuality, the wages/salaries of those workmen/employees who actually worked during the CIRP period when the resolution professional managed the operations of the corporate debtor as a going concern, shall be paid treating it and/or considering it as part of CIRP costs and the same shall be payable in full first as per Section 53(1)(a) of the IB Code; (ii) considering Section 36(4) of the IB code and when the provident fund, gratuity fund and pension fund are kept out of the liquidation estate assets, the share of the workmen dues shall be kept outside the liquidation process and the concerned workmen/employees shall have to be paid the same out of such provident fund, gratuity fund and pension fund, if any, available and the Liquidator shall not have any claim over such funds. Sunil Kumar Jain v. Sundaresh Bhatt, 2022 LiveLaw (SC) 382 : AIR 2022 SC 1985 : (2022) 7 SCC 540 Companies Act, 1956 - Legislative History with respect to workmen/employee's dues towards the wages/salaries including the amount due and payable towards provident fund, gratuity and pension fund - discussed. (Para 8.2) Sunil Kumar Jain v. Sundaresh Bhatt, 2022 LiveLaw (SC) 382 : AIR 2022 SC 1985 : (2022) 7 SCC 540 Companies Act, 1956; Section 10F - Reappraisal of entire evidence by the High Court is not permissible - Has to restrict its determination to the purported questions of law arising from the order of CLB. (Para 24) Mahima Datla v. Renuka Datla, 2022 LiveLaw (SC) 479 : (2022) 10 SCC 258 Companies Act, 1956; Section 397 - An order could be made on application made under subsection (1), if the Court is of the opinion that (i) the Company's affairs are being conducted in a manner prejudicial to public interest or in a manner oppressive of any member or members, and; (ii) the facts would justify the making of a winding up order on the ground that it was just and equitable that the Company should be wound up, and; (iii) the winding up order would unfairly prejudice the Petitioners - An application for relief can be brought by any member who complain that the 25 affairs of the Company are being conducted in a manner prejudicial to public interest or in a manner oppressive to any member or members. The intention of the legislature is that majority shareholders who oppress the minority shareholders and conduct the affairs of the company prejudicial to public interest may invoke the jurisdiction of CLB. (Para 39) Mahima Datla v. Renuka Datla, 2022 LiveLaw (SC) 479 : (2022) 10 SCC 258 Companies Act, 2013 - Centre directed to ensure that the term of NCLT members appointed in future is 5 years as per Section 413 - We however direct that in making appointments to the NCLT in the future, the Union Government shall be bound by the statutory provisions embodied in Section 413 of the Companies Act 2013. (Para 27, 28) National Company Law Tribunal Bar Association v. Union of India, 2022 LiveLaw (SC) 665 Companies Act, 2013 - Term of members of National Company Law Tribunal - Section 413- Appointment of persons as members of the NCLT for a period of three years is not contemplated by the provisions of Section 413(1). An administrative notification for appointment has to be consistent with the statute which governs appointments to the Tribunal. (Para 17) National Company Law Tribunal Bar Association v. Union of India, 2022 LiveLaw (SC) 665 Companies Act, 2013 - Advertisement of winding up petition - The power to dispense with any advertisement, is now made available specifically under the statutory regime of 2013. (Para 7) Devas Multimedia v. Antrix Corporation, 2022 LiveLaw (SC) 57 : 2022 (1) SCALE 474 Companies Act, 2013 - Appeal filed by Devas Multimedia challenging the orders passed by the NCLT and NCLAT allowing the winding up on a petition filed by ISRO's commercial arm Antrix Corporation - Dismissed. Devas Multimedia v. Antrix Corporation, 2022 LiveLaw (SC) 57 : 2022 (1) SCALE 474 Companies Act, 2013 - Memorandum of Association - A company’s MOA is its charter and outlines the purpose for which the company has been created. The object clause in an MOA is considered to be representative of the purpose of a company and it is expected that the company will fulfill/attempt to...

Supreme Court Annual Digest 2022- Company Law

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