Court : Income Tax Appellate Tribunal ITAT Kolkata
Reported in : (2007)107TTJ(Kol.)186
..... vi to the companies act, 1956, as required by section 115ja(2) of the it act and as the same has not been disputed by the learned ao or by the learned cit(a), they were not justified in going beyond the net profit of rs. ..... while so looking into the accounts of the company, the ao has to accept the authenticity of the accounts with reference to the provisions of the companies act, which obligate the company to maintain its accounts in a manner provided by that act and the same to be scrutinized and certified by statutory auditors and approved by the company in general meeting and thereafter to be filed before the roc who has a statutory obligation also to examine and be satisfied that the accounts of the company are maintained in accordance with the ..... before we part with the matter, we may mention that the learned counsel for the assessee had raised an alternate argument that the addition has been made by the ao by invoking the powers of rectification under section 154 which is not applicable because the issue of debatable nature is out of the purview of rectification under section 154. ..... he further submitted that since there were conflicting decisions of the tribunal and, therefore, the matter was referred to the special bench which itself proves that the issue was debatable and thus out of the purview of rectification under section 154.15. ..... the special bench has already heard the matter and, therefore, the outcome of the decision of the special bench would be applicable to this case .....
Tag this Judgment!Court : Mumbai
Reported in : [1975]45CompCas1(Bom)
..... by a special resolution of the company duly passed in accordance with section 189 of the companies act on the 29th of july, 1969, at its annual general meeting, it was, inter alia, resolved that, subject to confirmation by the court, clause ii of the memorandum of the company be amended so as to provide that the registered office of the company would be situate in the state of mysore. 2. ..... the company having taken the benefit of the said loan in order to survive, it would not be fair or proper that the present application for sanctioning the necessary confirmation of the memorandum of the company for shifting the registered office in order to comply with that condition should be rejected merely on the ground that the company had not moved earlier, as it should really have done in this matter. ..... the company has filed the present petition for the confirmation of the court that is required under sub-section (2) of section 17 of the companies act, 1956, to the alternation of the memorandum relating to the shifting of its registered office from the state of maharashtra to the state of mysore. ..... cooper is concerned, as observed by me earlier in this judgment and by the calcutta high court in the rank film distributors case, the shareholders are the best judged of what is good for the company and the state cannot assume to itself the role of a guardian of their interest, or interfere in the management of the business of the company which is a matter entirely for the company itself. .....
Tag this Judgment!Court : Mumbai
Reported in : AIR1995Bom194; 1995(3)BomCR656; [1995]84CompCas910(Bom)
..... the register of members of a company under section 155 of the companies act, 1956 can be granted only if it is established that the directors had, in refusing to register the shares in the names of the transferee, acted oppressively, capriciously or corruptly, or in some may mala fide and not in the interest of the company. ..... no doubt an attempt was made to contend that if there is an annual general meeting to be held within a short period then the respondents would be deprived from exercising their rights ..... the grounds on which the refusal was made were legitimate or not and then they would be required to consider also the said grounds which they have done in the present matter and concluded that the view taken by the board of directors that the respondents are a mutual fund and therefore the guidelines and regulations of sebi are applicable to them is erroneous. ..... the appeal is against the decision in all the petitions and therefore as the said point is pleaded in one of the matters, the objection tried to be raised on the ground of absence of pleading does not have much value.10. ..... matter of fact in the view which i have taken it is not very material to consider the said arguments based on punctuation of the said section ..... on behalf of the respondents as a matter of fact the first challenge is as to whether the said guidelines can be considered as law or rules made under the guidelines or in administrative instructions and or condition of listing agreement laid down in pursuance of .....
Tag this Judgment!Court : Mumbai
Reported in : 2003(5)BomCR421; [2003]116CompCas1(Bom); [2003]43SCL449(Bom)
..... clause (b) of sub-section (2) of section 87 of the companies act, the preference shareholders were therefore, entitled to vote on every resolution at any meeting of the company. ..... our opinion, 'while sanctioning the scheme, the court has to see the general interest of the transferor and the transferee company as the case may be, and of different classes of their members and creditors in general and not to the interest of a particular member or creditors. ..... profit and loss account and the auditor's report as on the date when the application for sanction under section 391 is made but, should also produce the latest balance sheet, profit and loss account and the auditor's report as on the date when the matter is actually heard by the court, especially when there is long gap between the date of the application and when the court considers the scheme ..... not his case that his interest as an equity shareholder in respondent company is in any way conflicting with the general interest of the equity shareholders as a class. ..... the learned advocate general submitted that the scheme was patently unfair to the preference shareholders of the transferor company namely apbl in as much as for 85 preference shares ..... consequently, it could not be urged by him with any emphasis that the general body of equity shareholders acting as a class while considering the question of approval of the scheme was likely to take a decision which would adversely affect the commercial interest of the appellant as an equity .....
Tag this Judgment!Court : Karnataka
Reported in : [1964]34CompCas163(Kar)
..... contrary contained in the indian limitation act, 1908 (ix of 1908), or section 543 of the companies act, 1956 (1 of 1956), or in any other law for the time being in force, there shall be no period of limitation for the recovery of arrears of calls from any director of a banking company which is being wound up or for the enforcement by the banking company against any of its directors of any claim based on a contract, express or implied; and in respect of all other claims by the banking company against its directors, the period ..... bopanna on behalf of subbamma is that although section 45-o of the banking companies act may be said to have retrospective operation, especially in view of sub-section (3) thereof, the general principle of law governing the interpretation of statutory provisions purporting to have retrospective effect is that, in the absence of an express provision or clear intendment of the statute, claims which are dead or barred should not be taken to have been ..... chikkaveeranna was first elected a director of the company for the year 1937 at a general meeting of the shareholders held on december 31, 1936, and continued to be a director till the winding up petition was filed in the district court of mysore on november 8, 1944. ..... under sub-section (2) of the same section, these entries are, prima facie, evidence against directors of the truth of the matters purporting to be recorded therein. .....
Tag this Judgment!Court : Karnataka
Reported in : [1969]39CompCas896(Kar); [1968]68ITR295(KAR); [1968]68ITR295(Karn); (1970)2MysLJ512
..... before me that the line of reasoning accepted by the allahabad high court may not be now available, because the income-tax act does not define the term 'manager' but only states in clause (20) of the section 2 thereof that it will have the same meaning as is assigned to it in the companies act, 1956, and because whereas clause (12) of section 2 of the companies act, 1913, which was in force when the allahabad high court decided the case, gave an inclusive definition of manager, clause ..... then due are also entitled to preference in the matter of payment under section 530 of the companies act, if they satisfy the conditions of the said section. 20. ..... as the liquidator appeared to entertain the opinion that it was a matter for doubt whether the company in liquidation could be held to be liable to tax in the light of the recent amendments of the income-tax act and the companies act, i asked him to take out a formal application for directions. ..... the purpose of the law in the matter of winding up of affairs of a company is in principle the same as the purpose of the law of insolvency in the case of individuals, ..... in all matters, the winding-up court treats the liquidator as its special officer specially charged with the duty of representing the company and protecting its interests in winding up. ..... refinement of the argument, though prima facie attractive, does not appear to me to be one of substance or one which affects the substances of the matter or the real question for consideration. 15. .....
Tag this Judgment!Court : Allahabad
Reported in : AIR1938All613
..... it appears to me that i am compelled to hold that the term 'contributory' as used in section 186(2), companies act, includes a fully paid-up share-holder and accordingly such a share-holder cannot, where the company is limited, claim a set-off in the circumstances of the present case. ..... at first sight this appears an attractive argument but it has been held time and again by the courts in england and by some courts in this country that the term 'contributory' as defined in section 158, indian companies act, includes a share-holder who holds fully paid-up shares only. ..... the term 'contributory' is defined in section 158, indian companies act, in these term:the term 'contributory' means every person liable to contribute to the assets of a company in the event of its being wound up and in all proceedings for determining and in all proceedings prior to the final determination of the persons who are to be deemed contributories, includes any person alleged to be a contributory.8. ..... on the other hand, the applicant contends that he is not a contributory and therefore section 186(2), indian companies act, does not apply to this case. ..... the english cases to which i have referred were followed by the punjab chief court in imperial oil, shop and general mills co. .....
Tag this Judgment!Court : Punjab and Haryana
Reported in : [1999]98CompCas131(P& H); (1998)120PLR478
..... in these circumstances, the official liquidator on the strength of the provisions of section 543 of the companies act, 1956, prayed for a direction in the form of recovery to restore the amount lost by the company due to the aforestated acts of omission and commission of the respondents-directors. 6. ..... upon conclusion of the final meeting and winding up of affairs of the company, no further steps are required to be taken by the company except to the extent that the registrar or the official liquidator has been given the right to move the court in accordance with sub-section (5) to sub-section (7) of section 497 of the act as the case may be. ..... even thereafter the matter is not conclusively concluded because the official liquidator has a right to move the court under the provisions of section as has been done in the present case. ..... (3) this section shall apply-notwithstanding that the matter is one for which the person concerned may be criminally liable.' 30. ..... these are commercial transactions and, therefore, some interest must be paid, may not be the interest at the rate of 18 per cent. ..... the pronotes which are the subject-matter of the present petition are exhibit p.w.-7 to p.w.-1/33. ..... another way of examining this matter is to refer to the point of time when the cause of action arises. ..... the official liquidator claims to have taken up the matter with the voluntary liquidator, mr. .....
Tag this Judgment!Court : Gujarat
Reported in : (2009)2GLR1322
..... sections 100 and 101 of the companies act, 1956 and submitted that reduction contemplated in the scheme does not involve either diminution of liability in respect of unpaid share capital or payment to the shareholders of paid up share capital and does not in any manner affect the interest of creditors and no meeting ..... satisfied in respect of the requirements statutorily contemplated such as of the resolution being passed by a statutory majority in accordance with section 391(2) of the act; in the exercise of its discretion in sanctioning the scheme, the court is to be satisfied that the scheme, as a whole, having regard to the general conditions and background and object of the scheme is a reasonable one though it is not for the court to interfere with ..... general, as mentioned earlier, pre-empted the petitioner-company's submission on the premise of section 290 of the 1956 act and he submitted that the petitioner-company, so as to counter the submission on the basis of alleged breach of sections 295 and/or 297(1) of the 1956 act, would depend upon the provisions under section 290 of the 1956 act, however, the said defence would not be available to the petitioner-company/directors inasmuch as the defence on the basis of the said section 290 of the 1956 act ..... was no any transaction in this regards.we are in the process of preparing the compounding application, since it will take some time to prepare, get signature of directors and to get ready all documents, our matter of scheme of .....
Tag this Judgment!Court : Rajasthan
Reported in : (2005)199CTR(Raj)305; [2006]281ITR177(Raj)
..... assessee, being a company, shall, for the purposes of this section prepare its p&l; a/c for the relevant previous year in accordance with the provisions of parts ii and iii of schedule vi of the companies act, 1956 :provided that while preparing p&l; a/c, the depreciation shall be calculated on the same method and rates which have been adopted for calculating the depreciation for the purpose of preparing the p&l; a/c laid before the company at its annual general meeting in accordance with the provisions of section 210 of the companies act, 1956. ..... the said sub-section, as a matter of fact, mandates the company to maintain its account in accordance with the requirements of the companies act which mandate, according to us, is bodily lifted from the companies act into the it act for the limited purpose of making the said account so maintained as a basis for computing the company's income for levy of income-tax. ..... iii of the schedule vi of the companies act or that 'book profit' declared for the purpose of section 115j, does not disclose true and fair result as per companies act, yet by referring to very many other provisions of companies act, regulating different matters to be taken into consideration for different purposes, more particularly schedule xiv, that book profits shown by the assessee in his audited accounts which were duly approved by annual general meeting and duly certified by registrar of companies with whom such accounts .....
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