Court : Company Law Board CLB
Reported in : (1992)73CompCas451
..... used in the monopolies and restrictive trade practices act, with reference to the definition contained in section 370 of the companies act, 1956. the concept of "same management" under the monopolies and restrictive trade practices act was, however, divorced from that in the companies act by the 1974 amendment act, which introduced explanations i to iv in ..... corporate should be treated as not being relevant to provide the source of interconnection between the bodies corporate concerned is clear and evident. the second interpretation that the equity holding of public financial institutions will not be taken into account so that the actual total equity shares in other ..... shares held by financial institutions should be totally disregarded, but the denominator does not change as it also relates to the voting power. the second interpretation could be that the shareholding of the financial institutions is to be ignored, even for calculating percentage-holding and, therefore, the denominator should .....
Tag this Judgment!Court : Company Law Board CLB
Reported in : (1995)82CompCas409
..... defrauding the petitioner and denying her of her rights of a shareholder and her control of the company. it is submitted that the articles of the company cannot be amended or altered except in terms of section 31 of the companies act by passing a special resolution at the shareholders' meeting. as no meeting of the shareholders was ever ..... on three grounds, firstly, that the petitioner is no longer a shareholder, secondly, the main relief asked for is in the nature for rectification of the register of members for which she cannot invoke the provisions of section 397/398 of the companies act and thirdly, the petitioner has already moved the high court for similar ..... a shareholder. we, therefore, hold that the petitioner is a shareholder holding 10 shares in the company.15. regarding the second point whether the petitioner's holding of 10 shares constitutes 10 per cent. of the shareholding of the company, we find that the allotment of 185 shares to respondents nos. 2 and 5 shares to rass .....
Tag this Judgment!Court : Company Law Board CLB
Reported in : (1995)82CompCas688
..... the first issue because if our views in that respect are in the negative, then it may not be necessary for us to examine the remaining issues. before amendment of the companies act, 1956, by the companies (amendment) act, 1988, section 111 covered cases of trans fers or transmissions and power under that section was given to the central government and section 155 relating to rectification ..... the aforesaid legal position we hold that the provisions of section 111 are also applicable to a private company and accordingly this application under sub-sections (4) and (7) of section 111 of the act is maintainable.14. now, we shall deal with the second issue which is the main question that falls for consideration in this case. while considering this issue, it .....
Tag this Judgment!Court : Company Law Board CLB
Reported in : (1995)82CompCas899
..... had filed a writ petition in the high court of delhi, inter alia, challenging the constitutional validity of the companies (amendment) act, 1988, transferring certain jurisdiction of the high court to the company law board and the present constitution of the company law board. the writ petition also, inter alia, prayed for a mandamus to direct this board to first decide ..... no. 675 of 1990, filed in baroda challenging the said issue, restraining the first petitioner from exercising any rights in respect of the said 1,500 shares. the second attempt was made when on february 18, 1992, the petitioner's group filed a suit no. 4 of 1992 in jasdan court and obtained an ex parte order ..... the subject-matter is not identical in both the suits, still where because of identical pleas taken in both the suits by the parties, the decision of the second suit depends on the decision in the first suit, justice requires that the later suit should be stayed till disposal of the first. the decision of the delhi .....
Tag this Judgment!Court : Company Law Board CLB
Reported in : (1993)77CompCas393
..... irrelevant as it relates to the position which prevailed before introduction of the companies (amendment) act, 1988. as such the objection on the ground of non-maintainability fails and we rule that the appeals are maintainable.10. as regards the second issue, the company had a genuine problem in identifying the legal heirs inasmuch as the ..... only asked for compliance with articles 18 and 20 of the articles of association and section 109 of the companies act, 1956. the company called for a succession certificate to identify the legal heirs entitled to these shares. the company has explained that after the death of sh. d. d.sehgal, in january, 1983, the five ..... action available under law. hence the present appeal/ petition is maintainable.9. as regards the second objection relating to enforceability of the restrictive clause, the case under consideration is relating to transmission to legal heirs. the company has also admitted that the appellants are the legal heirs and as per article 18 of .....
Tag this Judgment!Court : Company Law Board CLB
Reported in : (1995)84CompCas838
..... pointed out that all the debenture-holders were shareholders and no outsiders were being given any share. regarding disclosure of interest of directors, he argued that by the amendment to the companies act, the words in section 173 were modified and the original words "the nature and extent of the interest" were substituted by the words "nature of the ..... board of directors as a trustee. it is also stated in the petition that there are series of continuous acts of omission and commission on the part of the second respondent which clearly shows that the affairs of the company are being conducted in a manner oppressive to a significant number of members of rdil and there are sufficient ..... desai to shri grune of rda, usa, was written, at his instance and the tatas had to purchase the shares of titan watches limited from samrat. the second step taken for achieving this objective was an attempt to acquire control of rdil with the view that, although the price of shares was paid, the entity to .....
Tag this Judgment!Court : Company Law Board CLB
Reported in : (1994)79CompCas370
..... in this section shall apply in relation to any securities the instrument of transfer in respect whereof has been lodged with the company before the commencement of the securities contracts (regulation) amendment act, 1985". a strict interpretation of this sub-section would mean that the provisions of section 22a would not be applicable in ..... amendment act of 1985. in other words the coming into operation of this section does not give any right to a person to lodge the same instrument of transfer which had earlier been refused for registration by the company. in addition, it is also seen that the original transfer took place in 1979, while the second ..... 1. these are two appeals preferred by the appellants herein under section 111(3) of the companies act, 1956 (hereinafter referred to as "the act") (before the 1988 amendment), against the decision taken by the respondent company in refusing the transfer of 3,800 and 3,100 shares covered under these two appeals respectively. since the issues .....
Tag this Judgment!Court : Company Law Board CLB
Reported in : (1996)85CompCas289
..... the provisions that are to be found in section 81(1)(a), (b) and (d) of the companies act, 1956, applied to all companies. by act 65 of i960, an amendment was introduced by adding section 81(3) which exempted the private companies from the applicability of section 81 relating to "further issue of capital" and the protection of section 81 is ..... of the board meetings in the first affidavit of respondents nos. 1 to 4 but now the same is sought to be introduced as an afterthought in a second affidavit to advance their case. he also stressed that no case of personal service of any notice was made out in the first affidavit. referring to the ..... family members and relatives as he may deem fit and proper, was passed. pursuant to such second offer, applications were received from the following respondents for allotment of shares indicated against each : 8. the consideration was duly received by the company and these shares were allotted to the respondents by a board resolution dated march 25, 1991. .....
Tag this Judgment!Court : Company Law Board CLB
Reported in : (1994)81CompCas617
..... is unequitable that a person who has paid full consideration, has to be at the mercy of the transferor. no doubt section 206a inserted by the companies (amendment) act, 1988, makes provision for payment of dividend and offer of rights shares and issue of bonus shares in respect of shares for which instruments of transfer ..... details of subscription to the rights partly convertible debentures from which it is clear that even without the respondents' applications the company had reached the minimum subscription and as regards the second, the company has explained that the rights partly convertible debentures in the event of rectification of register of members, would be allotted as ..... . they are asserting their legal right to shares on the ground that the forfeiture is invalid and they continue to be legal owners of the shares. secondly, the maxim does not mean that every improper conduct of the applicant disentitles him to equitable relief. the maxim may be invoked where the conduct complained .....
Tag this Judgment!Court : Company Law Board CLB
Reported in : (1994)79CompCas551
..... to mobilisation of working capital and also the efforts taken in respect of the rehabilitation efforts.22. section 80a was inserted by the 1988 amendment act, which came into effect from june 15, 1988, enabling companies in financial distress, if they are unable to redeem such shares on the due dates, to issue further (fresh) preference shares in ..... number of preference shares as may be necessary to cover arrears of unpaid accumulated dividends on the maturity date, i.e., october 5, 1992 ; and the second lot of 1,49,825 preference shares of rs. 100 each plus such number of preference shares as may be necessary to cover arrears of unpaid accumulated dividends on ..... issue in this case.18. as far as the second issue, whether the consent of the preference shareholders is necessary, is concerned, as has been already pointed out, even the sachar committee did not consider the same necessary.while section 80a makes it incumbent on the company to redeem preference shares as they become due, the .....
Tag this Judgment!