Company Law Board Clb Court January 2002 Judgments

Bhuwaneshwar Nath Nigam Vs. Hindustan Lever Ltd.

Court: Company Law Board CLB

Reported in: (2002)111CompCas590

1. The petitioner who is a shareholder of the respondent company has filed the abovenoted petition under Section 111 of the Companies Act, 1956 ('the Act'), alleging fraudulent transfer of his 500 shares of the respondent-company on the basis of forged transfer deeds without proper procedure having been followed and despite the communication for 'stop transfer' sent to the respondent-company. The petitioner has consequently prayed that the respondent-company be directed to restore the 500 shares to the petitioner or in the alternative, to pay the aggregate value of the subject shares along with interest thereon and also to pay the aggregate dividend on the said shares. Compensation has also been demanded for the harassment caused to the petitioner.2. Briefly stated, the petitioner's case as set out in the petition is that at the relevant time the petitioner held 2196 shares of the respondent-company and was surprised to receive a copy of a communication dated 26-7-1996 from the respon...

Kaikhosrou K. Framji Vs. Consulting Engineering Services

Court: Company Law Board CLB

Reported in: (2002)110CompCas482

1. With the main allegation that the respondent company has proposed passing a special resolution to enable the board of directors to allot 12,413 further shares at par to the existing shareholders who are in whole-time employment of the company and to a company under the same management, which would be against the interest of the petitioner who is even though a shareholder is not an employee of the company, the petitioner has sought for a declaration that the said special resolution proposed to be passed is illegal and null and void.2. When this petition was taken up for hearing on 31-12-1997, this Bench passed an order directing the company not to give effect to the resolution, if passed, till the disposal of the petition. Thereafter, in a hearing held on 10-3-1998, this Bench suggested to the parties to explore the possibilities of a settlement. After hearing the counsel for the parties on 15-4-1998, this Bench passed an order on 28-5-1998 as follows : "When the petition was taken ...

Khounish Chowdhury Vs. Kero Rajendra Monolithics Ltd.

Court: Company Law Board CLB

1. The principal complaints of the petitioners in relation to the affairs of Kero Rajendra Monolithics Ltd., (the company) are that by issue of further shares in the company, the petitioners group has been converted from a majority into a minority, that there has been change in the composition of the Board of directors by which the respondents' group has gained majority on the Board and that there have been acts of gross mismanagement in the affairs of the company.2. The admitted facts in the case are that all the petitioners are NRIs of whom some of them are shareholders and some of them have remitted money as share application money for allotment of shares. The 1st petitioner was in control of one Kero GmbH, Germany. During his visit to Germany, the 2nd respondent had discussions with the 1st petitioner for providing technology by Kero GmbH for a company to be set up in India for manufacture of monolithic ceramic refractories. In pursuant to the discussions, an MOU was entered into ...

Pyariben M. Shah Vs. Niit Ltd.

Court: Company Law Board CLB

Reported in: (2002)111CompCas816

1. By means of this petition filed under section 111(4) of the Companies Act, 1956 ('the Act') the petitioner has inter alia prayed for rectification of the register of members of the respondent-company by registering 100 shares of the company in the name of the petitioner, bearing the distinctive numbers specified in the petition, as well as the bonus shares issued thereon. Consequential reliefs have also been sought.2. Briefly stated, the petitioner's case is that she had purchased 100 shares of the respondent-company from a broker and had lodged the original share certificate along with valid transfer deeds with the company for transfer of the shares in the name of the petitioner.However, the share certificates along with the transfer deeds were returned by the respondent-company vide letter dated 16-3-1995 stating that the name of the transferee was not in English and advising to relodge the document after rectifying the defect. The petitioner relodgcd the original share certifica...