Court : Company Law Board CLB
Reported in : (2008)142CompCas152
1. The petitioners and their family members controlling 100% shares of M/s SPR Sugars Private Limited ("the Company") aggrieved on account of certain acts of oppression and mismanagement in the affairs of the Company at the instance of the second respondent have invoked the equitable jurisdiction of the Company Law Board under Sections 397 and 398 of the Companies Act, 1956 seeking the following reliefs (i) to declare that the respondents 2 & 3 have no right to continue as directors of the Company, (ii) to direct the respondents to render all accounts of the Company in favour of the petitioners, and (iii) to restrain the respondents 2 & 3 from interfering in the affairs of the Company 2 Shri B.C. Thiruvengadam, learned Counsel representing the petitioners, while initiating his arguments submitted o The petitioners 1 to 3 promoted the Company in April 1995 as a private limited company for the purpose of setting up a sugar factory and a mini power plant with authorised capital o...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2002)112CompCas547
1. This is an application filed under Section 18(4) of the Companies Act, 1956 by Ishita Properties Ltd. (the company) seeking extension of time for the filing of a certified copy of the order dated 16-5-2001 of the Company Law Board (CLB) with the Registrar of Companies, National Capital Territory of Delhi and Haryana for registration of the alteration of the provisions of memorandum of association of the company relating to change of the place of its registered office. The application came up for hearing from time to time and finally on 10-7-2002.2. The facts in brief are that the company incorporated as a private company limited by shares in the State of Karnataka in the year 1994 later became deemed public company. When the company decided to shift its registered office from the State of Karnataka to the National Capital Territory of Delhi, passed accordingly a special resolution in accordance with Section 189 at its extraordinary general body meeting held on 8-1-1999, which was c...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2007)137CompCas741
1. In this company petition filed under Sections 397 and 398 read with Sections 111, 402 and 403 of the Companies Act, 1956 ("the Act") relating to the affairs of M/s Lake Side Medical Centre Private Limited ("the Company"), the main grievances of the petitioners, claiming together 17% of the paid-up capital of the Company, which is under dispute, are - (a) non-transmission of shares in the name of the second petitioner and her nominees; (b) allotment of 750 equity shares of Rs. 100/- each in favour of the second respondent in exclusion of all other shareholders; and (c) certain acts of mismanagement. Against this background, the petitioners are claiming the following reliefs: (i) to declare that the allotment of 750 equity shares of Rs. 100/- in favour of the second respondent is illegal and bad in law; (ii) to direct the Company to effect the transmission of 500 equity shares of Rs. 100/- each in the name of the second petitioner and her nominees and rectify suitably its register of...
Tag this Judgment!Court : Company Law Board CLB
1. The petitioner claiming 34.68% of the paid up eapilal of M/s. Legend Technologies (India) Private limited ("the Company") aggrieved on account of certain acts of oppression and mismanagement in the affairs of the Company, has invoked the jurisdiction of the Company Law Board under Sections 397, 398, 402 and 403 of the Act, claiming the following reliefs: (i) to declare that the Company is quasi-partnership, with a right to participate in the management of the Company; (ii) to declare that the resolution passed at the extra ordinary general meeting held on 30.01.2006, removing the petitioner from the office of director is illegal, malafide and oppressive and quash the same; (iii) to declare that the fourth respondent is not a director appointed at the hoard meeting held on 12.01.2006; (iv) to declare that Form No. 32 tiled with the Registrar of Companies in January, 2006 by the Company is null and void; (v) to declare that the circular resolution passed on 16.12.2005, authorising th...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2006)6CompLJ134
1. This company petition is filed under Section 111 of the Companies Act, 1956 ("the Act") seeking directions against M/s SOFIL Information Systems Private Limited ("the Company") to rectify its register of members in respect of 3,95,600 equity shares of Rs. 10/- each by substituting the names of the respondents 2 to 6 in the place of the seventh respondent, on the sole premise that that the impugned transfer of shares in favour of the seventh respondent is in gross breach of the relevant Article of the Articles of association of the Company.2. According to Shri R. Murari, learned Counsel, ICICI Venture Capital Fund was established in January, 2000, as a Trust, with the object to formulate scheme(s) in order to pool funds and provide financial assistance to a portfolio of Indian companies. The Trustee of ICICT Venture Capital Fund is ICICI Trusteeship Services Limited. ICICI Information Technology Fund was established, as a scheme of ICICI Venture Capital Fund. The petitioner came to ...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2004)121CompCas365
1. The petitioners holding 97.70 per cent of the paid-up capital of M/s Mainstay Teleservices Private Limited ("the Company") have filed this petition under Section 398 of the Companies Act, 1956 ("the Act") alleging acts of mismanagement in the affairs of the Company.2. The main alleged acts of mismanagement relate to the illegal acts of the second respondent in interfering with the affairs of the Company; disrupting its day-to-day affairs under the lawful management of the second petitioner and respondents 3 to 6, being directors; creating a parallel Board of Directors by unlawful induction of the seventh respondent as a director, forcibly entering into the business premises of the Company and intimidating the staff and customers and other persons dealing with the Company, thereby bringing about a material change in the management and control of the Company causing prejudice to the interests of the Company and its shareholders. With a view to bring an end to these illegalities, the ...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2005)123CompCas390
1. This is a petition filed under Sections 235, 237, 397 and 398 read with Sections 402 and 403 of the Companies Act, 1956 (''the Act") for appointment of one or more competent persons as inspectors to investigate the affairs of M/s Rangoli Texdye Private Limited ("the Company") for the reasons enumerated therein.2. Shri T.V.L. Narasimha Rao, learned Counsel appearing for the petitioners, while initiating his arguments submitted that the Company was promoted in September, 1995 by among others respondents 2, 3 & 4 with the object of setting up a polyester yarn dying unit. During the year 1996, the second petitioner together with his relatives and friends at the behest of the second respondent's parents had invested to the tune of Rs. 32.50 lakhs towards share capital of the Company and further became director on the Board of the Company, with understanding that the second petitioner would not participate in the day-to-day affairs of the Company on account of his critical physical c...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2004)118CompCas145
1. This is a petition filed under Section 111/111A of the Companies Act, 1956 ('the Act') against M/s Starline Travels Private Limited ("the Company") and others. The reliefs made in the petition as amended in CA No. 30 of 2000 are to direct the Company to transfer 500 equity shares of the Company covered by Certificate Nos. 13 to 17 in favour of the petitioner; rectify the register of members of the Company in respect of these shares and award costs of the petition.2. The facts in brief, as reiterated by Shri Samir S. Shah, Advocate for the petitioner are that the impugned shares were issued by the Company in the joint names of the petitioners and one Shri Girish Chimanlal Parek (GCP), who later transferred the shares in favour of the petitioner. Thereafter, the petitioner by his letter dated 04.03.1997 forwarded the original share certificates in respect of the impugned shares together with the transfer form to the Company to register the transfer in favour of the petitioner. In spi...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2006)129CompCas713
1. Whether the Principal Bench of the Company Law Board has the jurisdiction to entertain a petition filed under Sections 397/398 of the Companies Act, 1956 in respect of a company having its registered office in the Southern Region is the question that has arisen for consideration in this order.2. The petitioners hereinabove have filed a petition before the Principal Bench alleging acts of oppression & mismanagement in the affairs of the respondent companies. When this petition was mentioned on 27.9.2004, I passed an ex-parte interim Order restraining the respondents from alienating assets of respondents 1 and 3 to 6 companies and also directing them to maintain the status quo with respect to the shareholdings of respondents 1 and 3 to 7 companies.Thereafter, the respondents filed an application seeking for dismissal of the petition on various grounds including inter alia on the ground that since the registered offices of all the respondent companies were situated either in Keral...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2008)145CompCas106
1. In the company petition filed under Sections 397 and 398 of the Companies Act, 1956 ("the Act") on account of certain acts of oppression and mismanagement in the affairs of M/s. Firebricks and Potteries Private Limited ("the Company"), the applicant-respondents have preferred the present application, challenging the maintainability of the company petition, for not meeting the requirements of Section 399, in support of which Shri R. Venkatavaradan, learned Counsel submitted: o By virtue of Section 399, a person seeking to invoke the jurisdiction of the Company Law Board under Section 397/398 should hold at least 10% of the shares as contemplated in Section 399(1)(a), whereas the respondent-petitioner holds 1.42% of share capital. The petitioner, therefore, does not have the requisite number of shares, to invoke the jurisdiction of the CLB. o The board of directors of the Company at the meeting held on 24.04.2006 had approved the issue of 32,500 10% redeemable cumulative preference s...
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