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IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ABHAY AHUJA
Kalani Industries Private Limited – Appellant
Versus
Official Liquidator, High Court Bombay – Respondent
Headnote: Read headnote
ORDER. :
ABHAY AHUJA, J.
1. The present Company Application has been filed under Section 536 (2) of the COMPANIES ACT , 1956 (Act) seeking validation of the sale and transfer of 2,34,000 equity shares of Wanderland Real Estates Private Limited (“WREPL”) effected on 4th September 2014 by Treasure World Developers Private Limited (TWDPL/the Company in Liquidation) in favour of Applicants. The said transfer was effected pursuant to a Memorandum of Understanding dated 01st March 2009 as amended by agreement dated 23rd December 2011.
2. The background facts are as under :
2.1 Around 2007 till 2009, the Applicants along with one Mr. Prem Swarup Kalani and one Mrs. Manisha Kalani (Applicant in Interim Application No. 387 of 2020) were holding 267,750 shares in WREPL.
2.2 In 2009, Mr. Ma
A call option creates an irrevocable right to receive shares, and its exercise post commencement of winding up can be validated if bona fides are established.
Section 536(2) of the Companies Act, 1956 allows the court to validate bona fide transactions made after the commencement of winding up, emphasizing the importance of protecting legitimate interests ....
Share transfers made after the commencement of winding up are void unless sanctioned by the court, and must be justified as beneficial to the company.
The sale of property during winding up proceedings is void if executed without court sanction and with fraudulent intent to evade creditors' claims.
Transactions executed after the commencement of winding-up proceedings are void under Section 536(2) of the Companies Act unless validated by the court, reinforcing the need for evidence that such tr....
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