Court : Company Law Board CLB
Reported in : (2008)1CompLJ373
..... the publications effected in respect of deccan herald and prajavani would show that the second respondent is the editor, which is violative of section 5 of the act, 1867 attracting the penal provisions for printing/publishing the periodical without confirming to the registration of newspapers (central) rules, 1956. ..... of the company will convene a board meeting to deliberate and decide the appointment of editor for the publications namely sudha, mayura, deccan herald and prajavani, and arrange to file necessary declarations under the act, 1867 any decision of the board of directors taken in this behalf is, however subject to outcome of the main petition. ..... the magistrate has not so far initiated any proceeding under section 8b of the act 1867 and the magistrate is competent person to go into cancellation of the declaration in respect of the petitioner before making any endorsement for change of the editorship in the name of the ..... herein has held the position of editor of the publications since the year 2001, as borne out by copies of the declaration filed under the act 1867, endorsement of the magistrate and the issuer of periodicals published thereon. ..... appointment of the second respondent as editor is violative of the provisions of the act 1867, and illegal, the clb is not to adjudicate the disputes in question. ..... of editorship and consequent filing of declarations as required under the press and registration of books act, 1867 are not amenable to the jurisdiction of the clb. .....
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2005)124CompCas584
..... to the impugned shares and the management.while on one hand i have held that the petitioners, by proposing the appointment of an outsider with overriding powers, have acted against the spirit of the family arrangement, on the other hand, i have also held that the said act cannot be a justification for creation of a new absolute majority by issue of additional shares by the 2^nd respondent.while in the petition, the petitioners have sought for ..... he shall neither be removed nor his powers be curtailed by any action of the board or shareholders, unless it is established that he has acted in a manner prejudicial to the interest of the company and/or shareholders.presently, the 1^st petitioner's group has two nominees on the board, the 6^th petitioner's group one nominee, the 2^nd respondent's group two ..... fully agree with the contention of the learned counsel for the respondents that the petitioners have acted against the established practice of a family member controlling the affairs of the company. ..... in creating a new majority as a counter to the proposal given by the petitioners to handover the entire management of the company to an outsider requires examination.21.the complaint of the respondents is that the petitioners had acted against the interest of the family by proposing to induct an outsider with enormous powers. ..... petitioners gave a requisition notice to the company under section 169 of the companies act on 13^th march, 2001 for holding an eogm of the company for appointment .....
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2002)110CompCas874
..... in cases where there are vacancies in the office of the trustees, such a situation is covered by section 76 of the same act which reads "survival of trust : on the death or discharge of one or several co-trustees, the trust survives and the trust property passes to the others unless the instrument of trust ..... at these points of time the company never questioned the authority of the trustee acting on behalf of the trusts, but when the very same trustee desired to rectify the situation, that too, at the insistence of the company, the company had refused ..... pleadings and the arguments of the counsel it may be recorded that before the petitioners filed the instant petition, the company itself had filed a petition under section 111 of the act seeking ratification of the forfeiture effected in the board meeting held on 16-5-1992. ..... this trust made another request for transfer of 36,250 shares held in its name to one citizen service society, a society registered under the societies registration act, since the name of a registered society can be entered in the register of members. ..... it is well settled that in exercise of powers of forfeiture, the directors are acting in a fiduciary capacity and their action should be bona fide and in the ..... register of members, as is evident from the letter dated 25-1-1984, wherein the company had advised the trusts that the company might have to move a competent court of law under section 155 of the act for rectification, in case the trusts did not cooperate. .....
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2007)136CompCas500
..... by the petitioner is no more than obiter dictum.the contention on the part of the petitioners that the claim is barred by limitation is based on a complete misconception of the laws of limitation as would be evident from a perusal of the limitation act.the law oflimitation does not extinguish liability; it merely fixes a time period within which the said liability can be enforced through a court of law. ..... the respondent corporation as on 1.6.1994 (transferors), the date of the final call and not the petitioners, as they were registered on 31.10.1994 and thereafter, some in 1995-96.under section 22a of the securities contracts (regulations) act, 1956 (r-29) as applicable in 1994, 'securities' means fully paid securities, and only these are freely transferable. ..... the company whose shares are being bought/sold ensures compliance with section 110 of the companies act, 1956, by issuing notice to the transferee if the request for transfer is received from the ..... turning to the questions - whether partly paid shares can be transferred as per the companies act, 1956 and the articles of association of the respondent company and whether notice to the transferee is required when the request for transfer is made by the ..... shri khosla further argued: that as per section 22a of the securities contracts (regulation) act, 1956, "security" means security of a company, being a security listed on a recognized stock exchange but not being a security which is not fully paid up or on which the company has a .....
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2005)123CompCas486
..... that not withstanding the fact that the petitioners have brought on themselves their ouster from the company, in the interest of the company and other shareholders, in exercise of the power under section 402 of the act, i direct that the shares of the petitioners should be purchased either by the company or sunil puri group being the other promoter of the company, the option being with shri sunil puri, on a ..... the company offering his valuable guidance and inputs for the growth and prosperity of the company and as such payment of emoluments and perquisites to him cannot be considered to be an act of mismanagement.as a matter of fact it is the petitioners, who, without holding any position in the company now, are continuing to illegally and unauthorizedly retaining their perquisites like car etc. ..... in bennet coleman case (supra), the division bench of bombay high court has extensively discussed the powers of the court under section 402 of the act came to the following conclusion: "an examination of the aforesaid sections clearly brings out two aspects, first, the very wide nature of the power conferred on the court, and secondly the ..... in the present case, the petitioners hold about 11% shares and according to the respondents, as averred in the sur rejoinder, the petitioners are indulging in various acts interfering with the affairs of the company even now, which prejudicially affect the company.further, when we apply the principle of legitimate expectation, in case such expectation .....
Tag this Judgment!Court : Company Law Board CLB
Reported in : (1992)73CompCas451
..... increase in the ratio/per centage of non-institutional equity holdings in the relative bodies corporate does not appear to be in consonance with the other provisions of the companies act as well as in consonance with statutory interpretation.such an interpretation would mean that a fiction is introduced whereby some of the existing shares would be treated as non-existent. ..... referring to the arguments of learned counsel for the applicant-company regarding the legal interpretation of explanation iv to section 2(g) of the monopolies and restrictive trade practices act, shri cooper stated that it is difficult to accept the contention of counsel for the applicant-company that a bona fide belief as to an interpretation of law is also enough for refusing to register ..... he pointed out that when the unit trust of india which is a financial institution as per the provisions of section 2(da) of the monopolies and restrictive trade practices act, 1969, lodged various lots of shares for transfer in its name, the board of directors decided to appoint a sub-committee to consider all aspects of further acquisition of shares by the financial institution, so as to ensure ..... its report on november 23, 1989, in which it was observed that, in view of the interpretation of explanation iv to section 2(g) of the monopolies and restrictive trade practices act, 1969, given by the legal adviser of the company, the financial institutions should not be allowed to increase their holding in the applicant-company. .....
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2008)142CompCas688
..... board had not specifically considered the eligibility of media west to become a member in terms of article 4, that relying on article 47, the board could, not have allotted the impugned shares to media west, that the impugned acts have changed the character of the company, and that the entire exercise suffers from lack of transparency, i declare that the allotment of the impugned shares to media west as null and void: i also declare, that ..... from the tenor of this note, it is evident that the petitioners have not questioned raising of funds and therefore they cannot question the subsequent ministerial act of the company accepting money from media west and allotting shares against the same.further, the 1 petitioner was fully aware that the 2nd respondent was exploring the modalities of reviving the company ..... the facts of the case are that united news of india (uni) was incorporated under section 25 of the companies act, 1956 (the act) in the year, 1961 with the main object to promote the spread of knowledge, political, cultural, art, history, sports and other useful objects of public interest and to disseminate news to the general public both about ..... without taking into account all aspects, that too, not in a transparent manner- both in the allotment of shares as well as on the acts have, considering the fact of the long existing practice in the company that there was never a single majority shareholder and that at no time any member had more than one nominee on the board, definitely .....
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2008)144CompCas830
..... under section 111(2) rejecting the contention that since the clb is not a court, it cannot condone the delay by exercising power under section 5 of the limitation act which empowers the court to condone the delay for sufficient reasons and after considering judgments of different high courts and the apex court, held that the clb is ..... investor or the securities and exchange board of india, if the transfer of shares or debentures is in contravention of any of the provisions of the securities and exchange board of india act, 1992 (15 of 1992).or regulations made thereunder or the sick industrial companies (special provisional act, 1985 (i of 1986), or any other law for the time being in force, within two months from the date of transfer of any shares or debentures held by a ..... direct any company to rectify the register or the records if the transfer of shares is in contravention of the provisions of the securities and exchange hoard of india act or regulations made there under or in the sick industrial companies (special provisions) act, 1985, being obiter-dicta will not render any assistance to this bench, while adjudicating the lis between the contesting parties before me ..... local law prescribes for any suit, appeal or application a period of limitation different from the period prescribed by the schedule forming part of the limitation act, the period prescribed by such special or local law will be applied for determining any period of limitation for any suit or appeal or application as .....
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2003)113CompCas298
..... in their names; (b) the alleged issue/allotment of equi-preferences shares, even if really had been issued/allotted is ultra vires the memorandum, and is in contravention of the provisions of section 80 of the act and article 5 of the articles of association of the company, and therefore, is a nullity; (c) the 3rd respondent had not been validly appointed as an additional director/director for want of a valid quorum in ..... . the next issued relates to the issued of equi-preference shares.according to the petitioners, the issue is void in terms of the provisions of the act and the articles and also the memorandum, while, according to the 2nd respondent, the issue was valid in all respects.it is an admitted position that the first ..... . in a petition under section 397/398, when there are only two identifiable groups of shareholders, once acts of oppression are established meriting the winding up of the company on just and equitable grounds, with a view to put an end to the acts complained of, one common relief granted by this board in terms of section 402 of the act, has been to direct the oppressor to purchase the shares held by the oppressed and, in most ..... shri vibhu bakru, advocate, for the 2nd respondent submitted as follows : this petition is not maintainable under section 399 of the act, inasmuch as the petitioners do not hold 10% shares in the company.as a matter of fact, they cannot even exercise the rights of members as they do not have any beneficial interest in the .....
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2003)115CompCas377
..... , on the same date, the petitioner received a fax from the company stating that the petitioner had already vacated office as a director in terms of section 283(1)(g) of the act and, therefore, no notice for subsequent board meetings, had been given to him and also stating that the decision to hold the agm was taken in the board meeting held on 28-8-1998. ..... that the company is in the nature of the quasi-partnership with specified percentage of shares, any disturbance in the shareholding position without the consent of the partners is a grave act of oppression, meriting winding up of the company on just equitable grounds.therefore, the allotment of further shares should be declared as null and void and shareholding as was existed before ..... a minority of 30 per cent by issue of further shares exclusively to the respondent's group.even though, it is a single act, conversion of majority into minority or creation of a new majority has always been held to be an act of oppression in a number of cases by this board and that even though it is single act, since it has continuous effect, such allotment can be challenged in a petition under section 397.in regard to the objection that ..... the shares of the company, the respondents had allotted shares to their own group, which has resulted in converting a minority into majority and as such is a grave act of oppression to the petitioner and his group.we do not propose to examine as to whether notices were issued to the petitioner and his group or not. .....
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