Court : Company Law Board CLB
Reported in : (2004)122CompCas312
..... singhvi cited the decision in dalmia dadri cement ltd case to advance his argument that the question of rectification would arise only if there is a pre-existing error in the register of members. ..... even assuming that the fund was aware of the deposit made by the company, it could have, at no stretch of imagination, at the time of acquiring the letters of allotment on 20.3.1992, anticipated that can fina would default in repaying the deposit after one year and that the company would claim itself as an unpaid seller and forfeit the bonds. ..... the petitioner has invoked the provisions of section 111(4) of the act which reads: (i) is, without sufficient cause entered in the register of members of a company or (ii) after having been entered in the register, is, without sufficient cause, is omitted there from; or (b) default is made or unnecessary delay takes place, in entering in the register the fact of any person having become, or ceased to be, a member including a refusal under sub-section (1), the person aggrieved or any member of the company or the company may apply to the company law board for rectification of the register" .14. ..... under these circumstances, the claim of the company that the fund was not a bonafide purchaser and that it had the knowledge of the company being an unpaid seller when the fund acquired the bonds, cannot be sustained and i am of the firm view that the fund was a bonafide purchase of the bonds without notice of any defect in the title of can fina. .....
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2000)100CompCas131
..... dalmia dadri cement ltd, [1958] 28 comp cas 435 wherein the court denied the relief under section 155 of the act to the petitioners on the ground that a separate remedy has been provided in some other section of the act which has been resorted to by the petitioners but was later on given up. ..... dalmia dadri cement ltd. ..... dalmia dadri cement ltd. ..... its name a number of times without informing the first respondent and asked the respondent only in 1993 to change the name ; (b) the petitioner never informed till 1994 that the sale of shares is being made to the danieli group and kept the first respondent-company under the impression that the shares were being transferred within the group ; (c) the petitioner misled the bench as if the board of the company had given its consent in 1989 for the transfer but omitted to state that the consent was given on a misrepresentation. ..... , from the petitioner-company with an option to buy from them the 80,000 shares held by the petitioner-company in the first respondent-company.thereafter, around october 12, 1988, the second respondent-company, inter alia, assumed certain warrants and liabilities and renounced certain claims against the petitioner-company in exchange for certain assets including the abovesaid 80,000 shares of the first respondent-company. .....
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2004)52SCL564
..... dalmia dadri cement ltd. ..... it is further interesting to observe that when the share broker made an application before the district forum seeking to implead the transferor as necessary party to the proceedings, the second petitioner stoutly opposed the impleadment of the transferor as one of the opposite parties on the ground that the transferor "has nothing to do with the obligations created by the contract of sale of shares and their purchase", which ultimately resulted in the dismissal of the application made by the share broker. ..... the petitioners have taken a calculated risk in pursuing their claim before consumer forum for the past 11 years; obtained the relief and now approached the clb for the bonus shares, in which case the benefit of section 14 of the limitation act cannot be legally availed by the petitioners as held in chait ram saini v. ..... the chief election commissioner - air 1978 sc 851 to show that "when a statutory functionary makes an order based on certain grounds its validity must be judged by the reasons so mentioned and cannot be supplemented by fresh reasons in the shape of affidavit or otherwise". ..... the chief election commissioner (supra) wherein it has been held that "when a statutory functionary makes an order passed on certain grounds, its validity must be judged by the reasons so mentioned and cannot be supplemented by fresh reasons in the shape of affidavit or otherwise. .....
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2006)131CompCas72
..... dsq software limited (" the company"), following the contraventions and non-compliances and the financial irregularities under the various provisions of the act, noticed during the course of inspection in march and october 2000, of the books of account and other records of the company under section 209a and as borne out by the qualifications made by the auditors in their report dated 17.01.2001, forming part of the balance sheet of the company as at 31-12-2000.2. ..... datar, learned senior counsel made at the time of oral submissions are as under: asg : the company has various administrative and management shortcomings, identified in the course of inspection of the books of account of the company, during the year 2000 under section 209a of the act. ..... the categorical statement made by the learned additional solicitor general that whereabouts of dinesh dalmia are not known has not been controverted. ..... the tenure of office of dinesh dalmia, as managing director was over during the course of the financial year ended 2003-2004, as borne out by the directors' report dated 04.03.2005. .....
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2004)120CompCas265
..... since we had already directed in para 6 of this order that the shares of the petitioners should be purchased at par either by the company or the respondents, the investment made by the petitioner for these shares should be paid by the purchaser of these shares at par. ..... graphic impressions (madras) limited ('the company') has filed this petition under section 397/398 of the companies act, 1956 ('the act') alleging acts of oppression and mismanagement in the affairs of the company.2. ..... shri krishna srinivasan while concluding his arguments, pointed out that the affairs of the company are being conducted continuously in a manner prejudicial to the interest of the company and oppressive to the members and sought for the reliefs made in the petition, in support of which he relied on chander krishan gupta v. ..... shri datar while concluding his submission submitted that in case the petitioner is asked by the clb to get out of the company and shares are valued, the clb may take into account the interest payable to the relatives of the directors who have given loan to the petitioner and also the loan amount guaranteed and paid by the second respondent enabling the petitioner to subscribe to his share capital of the company.6. ..... as far as the claim of the respondent that he had repaid the loan taken by the petitioner is concerned, he may initiate appropriate proceedings if so advised in this matter. ..... more so, when he claims himself to be the only technically competent person. .....
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2005)128CompCas710
..... the petitioner further amended the complaint under section 406, 409 and 420 with a motive to claim cognizance the amended fir relating to the issue of the sale of mfsc flat and depb license and non compliance of 292 and 58a of the companies act, 1956. ..... the learned counsel for respondent submitted that no case has been made out by the petitioners that company's affairs are being conducted in a manner prejudicial to public interest or in a manner oppressive to the member or members and that the facts would justify the making of a winding up order on the ground that it was just and equitable that the company should be wound up, and that the winding up order would unfairly prejudice the applicant. ..... the respondent are using company's funds for their other business ventures without the sanction of board of directors as m/s deepak enterprises trading in cement while respondent company is manufacturing in dyes pigment. .....
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