Court : Company Law Board CLB
1. This review petition is against the order dated April 2, 1991, passed by this Bench in Appeals Nos. 2 to 5/111/SRB of 1990, under Section 111 of the Companies Act, 1956, and References Nos. 2 to 5/22A/SCRA/SRB of 1990 under Section 22A(4)(c) of the Securities Contracts (Regulation) Act, 1956. The petitioners herein were not parties to the said proceedings, but the order-dated April 2, 1991, passed in the said proceedings has placed restrictions on the petitioners regarding the disposal of their equity shareholdings in Vikrant Tyres Limited (hereinafter referred to as "the company"). Being aggrieved by the said order, the petitioners have filed this review petition. The order dated April 2, 1991, of this Bench, inter alia, provides that none of the review petitioners holding shares in the company shall dispose of their shares without making a reference to the Company Law Board. The relief sought for in this review petition is to modify the order dated April 2, 1991, in so far as the...
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)131CompCas6
1. The Central Government has filed this company petition under Section 408 of the Companies Act, 1956 ("the Act'-) seeking to appoint Government directors on the board of directors of M/s Sterling Holiday Resorts (India) Limited ("the Company") on account of, inter-alia, the complaints received from deposit holders as well as time share members, financial irregularities and contravention of several provisions of the Act, noticed during the course of inspection of the books of account and other records of the Company in the middle of 2000 and as brought out by the qualifications made by the statutory auditors in their report dated 30.03.2001, forming part of the annual report for the year ended 31.12.2000.2. Shri Mohan Parasaran, learned Additional Solicitor General, while initiating his arguments, submitted that the Company incorporated in May 1986 as a private limited company, became a public limited company with effect from December 1989 and is presently engaged in developing holid...
Tag this Judgment!Court : Company Law Board CLB
1. The petitioners collectively holding 22.96 per cent of the issued share capital of M/s Ashok Iron Works Private Limited ("the Company"), aggrieved on account of certain alleged acts of oppression and mismanagement in the affairs of the Company namely, (a) non-declaration of dividends; (b) increase of the authorised share capital; (c) exclusion of the petitioners from the management of the Company; (d) siphoning of funds by the respondents; (e) illegal expansion programme of the Company; (t) refusal to increase the salary of the first petitioner while increasing the salary of the respondents 3 & 4; (g) payment of commission to the respondents 3 & 4 before finalisation of accounts; and (h) amendment of articles curbing the rights of the petitioners, have invoked in the present petition, the provisions of Section 397/398 of the Companies Act, 1956 ("the Act") seeking various reliefs claimed therein.2. Sri Udaya Holla, learned senior Counsel while initiating his arguments submi...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2007)136CompCas699
1. The petitioners collectively holding in excess of one-tenth of the issued share capital of M/s Westfort Hi-Tech Hospital Limited ("the Company") and aggrieved on account of a series of purported acts of oppression and mismanagement in the affairs of the Company, namely, illegal (a) convening of the eleventh annual general meeting; (b) issuance of further shares on rights basis: (c) exclusion of the petitioners from the office of directors: (d) election of the respondent Nos. 16 to 24. as directors: (e) transfer of shares: and f) breach of fiduciary duties by the respondent Nos. 2 & 3 towards the Company as directors; (g) manipulation of minutes of the meetings and other records; (h) statutory violations: (i) irregularities in relation to the Investigation Center in the hospital premises of the Company etc.. invoked the provisions of Sections 397 and 398 of the Companies Act. 1956 ("the Act") seeking the following reliefs: b) leasing/licensing the area earmarked for the Investig...
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
Reported in : (2007)136CompCas598
1. The petitioner holding in excess of one-tenth of the issued share capital of M/s. Pondy Metal & Rolling Mills Private Limited ("the Company") and aggrieved on account of certain acts of oppression in the affairs of the Company namely, (a) illegal increase of the authorised share capital of the Company from Rs. 125 lakhs to Rs. 225 lakhs; (b) illegal allotment of ten lakhs equity shares of Rs. 10/- each in favour of the fourth respondent; (c) non-delivery of share certificates in respect of holdings of the petitioner; (d) non-sending of notices for the general meetings including annual general meetings; and (e) non-sending of quarterly results and annual accounts since March 2000, have invoked the provisions of Section 397 of the Companies Act, 1956 ("the Act") seeking the following reliefs: (i) to reconstitute the board of directors of the Company with two nominees of the petitioner and one nominee of the second respondent as directors of the Company; (ii) to appoint the nomine...
Tag this Judgment!Court : Company Law Board CLB
1. In this company petition, the petitioners together claiming in excess of 10% of the issued and paid up capital of M/s. Central Park Farm and Developers Private Limited, ("the Company") have invoked the equitable jurisdiction of the Company Law Board under Sections 397, 398, 402, 403 & 406 of the Companies Act ("the Act") to remedy their grievances on account of certain alleged acts of oppression and mismanagement in the affairs of the Company at the hands of the respondents, as under: (a) to declare that the third respondent has no authority to represent as a director of the Company and execute the sale deeds in favour of the respondents 7 & 8; (b) to declare that the sale of the properties of the Company under two sale deeds dated 28.04.2005 by the third respondent in favour of the respondents 7 and 8 are null and void and not binding on the Company; (c) to declare that the form No. 32, filed with the ROC notifying that the petitioners have resigned from directorship of th...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2007)136CompCas470
1. In the company petition filed by M/s ACI (India) Inc., ("the petitioner") under Section 111(4)(b) and 94 of the Companies Act, 1956 ("the Act") seeking directions against M/s India Switch Company Private Ltd. ("the Company") and four others for rectification of the register of members of the Company in respect of 60,000 equity shares impugned in the company petition, the Company and respondent Nos. 2 & 5 have filed the present application (CA 44/2005) challenging the maintainability of the company petition, being barred by limitation and urged to vacate the ex-parte interim order granted on 17.06.2005, whereby any proposal of the Company for sale of its assets or business was made subject to the final outcome of the company petition.2. Shri Krishna Srinivasan, learned Counsel, appearing for the petitioner, while justifying the interim order submitted that the Company Law Board (CLB), in exercise of the power under Sub-section (6) of Section 111 may at its discretion make such i...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (1996)85CompCas689
1. This is a petition under Section 111 of the Companies Act, 1956, filed on February 10, 1993, by the ABN Amro Bank (hereinafter called "Amro Bank") a banking company incorporated under the laws of the Netherlands having a branch office at DLF Centre, New Delhi-1.Subsequently, on April 13, 1993, an application for amendment of the petition under regulations 44 and 46 of the Company Law Board Regulations, 1991, was filed, on the plea that these amendments were necessary for the purpose of determining the real questions in controversy between the parties. After due consideration, the amendments were allowed and the amended petition was taken on record.Subsequently, an application was received from the Standard Chartered Bank to be impleaded as a party. After opportunity to the other parties on this application, the Standard Chartered Bank (SCB) was included as respondent No. 4.3. The facts as per the petition are that in early March, 1992, Amro Bank purchased purportedly from the Andhr...
Tag this Judgment!