Court : Company Law Board CLB
Reported in : (1994)79CompCas656
1. This is a reference filed by the above-named petitioner-company under Section 22A(4)(c) of the Securities Contracts (Regulation) Act, 1956 (hereinafter referred to as "the Act"), seeking confirmation of this Bench for the resolution passed by the board of directors of the petitioner-company on August 14, 1989, refusing the transfer of 76,694 equity shares of Rs. 10 each, the details of which are annexed and marked as annexure I, presented for transfer in the name of Ferrom Electronics P. Ltd. (hereinafter referred to as "Ferrom") for the reasons stated in the board resolution.2. The facts of the case are that one Sri T.K. Alva, former managing director of Vijaya Commercial Credit Limited (hereinafter referred to as "the company"), had acquired the following shares in the joint names of his family members as indicated below on various dates.3. The said T.K. Alva passed away on June 7, 1989. Thereafter, the joint holders transferred these shares to Ferrom. Ferrom lodged the transfer ...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (1998)91CompCas835
1. In this order we are considering three petitions filed under Section 111 of the Companies Act, 1956, in the matter of Savik Vijay Engineering Private Limited (company). As the facts and circumstances, in these petitioners are similar, we are disposing of these petitions by this single common order.2. The reliefs sought in these three petitions are that an appropriate order under Section 111 should be made to direct rectification of the register of members of the company, to show the name of the petitioner in C. P. No. 54 as the holder of 5,240 shares, the petitioner in C. P.No. 43 as the holder of 5,110 shares and the petitioner in C. P. No. 52 as the holder of 5,020 shares, on the grounds stated in the respective petition.3. According to the petitioners, they acquired the impugned shares from the shareholders of the company for a consideration of Rs. 10 each, the face value whereof is Rs. 100 per share, some time early, 1992. The company had availed of certain financial assistance...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (1999)95CompCas907
1. The petitioner-company has presented this petition under Section 17 of the Companies Act, 1956 (hereinafter referred to as "the Act") to this Bench on March 23, 1998, for confirmation of alteration to the situation clause of the memorandum of association of the company shifting the registered office from the State of Karnataka to the State of West Bengal, as approved by the special resolution passed at its extraordinary general meeting held on February 5, 1998, in accordance with Section 189 of the Act. The petition came up for hearing from time to time and finally on August 27, 1998.2. Shri Harikrishnan, senior counsel appearing for the company, while initiating arguments reiterated the averments made in the petition as well as the reply to the statement of objections filed by the objectors, to the effect that the company's corporate office is located at Calcutta. The chairman and two other directors are based in Calcutta and more than 44 per cent. of the share capital of the comp...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (1999)97CompCas341
1. The petitioner-company has presented this petition under Section 17 of the Companies Act, 1956 (hereinafter referred to as "the Act"), to this Bench on April 28, 1998, for confirmation of the alteration to the situation clause of the memorandum of association of the company shifting the registered office from the State of Karnataka to the State of Tamil Nadu as approved by the special resolution passed in accordance with Section 189 of the Act at its extraordinary general meeting held on January 27, 1997.2. Mr. K. Krishnamurthy, practising company secretary and authorised representative for the petitioner, while reiterating the averments made in the petition as well as reply to the statement of objections filed by Power-max India Private Limited (hereinafter referred to as "the objector") to the effect that the company incorporated in the year 1988 is having its registered office in Bangalore. The company carrying on the business of designing, selling and manufacturing of heat exch...
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 : (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 : (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 : (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 : (2006)129CompCas952
1. M/s. Jindal Vijayanagar Steel Limited (the Company) has filed this petition under Section 17 of the Companies Act, 1956 (the Act) for confirmation of the alteration to the situation clause No. II of the Memorandum of Association (MOA) of the Company shifting its registered office from the state of Karnataka to the state of Maharashtra as approved by a special resolution passed in accordance with Section 189 of the Act by postal ballot.2. Shri R. Murari, the learned Counsel representing the Company submitted that the Company with its registered office at P.O.Toranagallu, Sandur Taluka, Bellary District, in the state of Karnataka is carrying on the business of manufacturing and selling hot rolled coils/plates/sheets and pellets. The Managing Director, Director (Finance), Heads of Marketing, bulk raw material procurement and human resources, operate from Mumbai. The Company increased its finished steel capacity to 2.5 MTPA, which will be expanded to 3.8 MTPA by March, 2006. A large nu...
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