Court : Company Law Board CLB
Reported in : (2007)139CompCas311
1. In this company petition filed by M/s Financial Technologies Limited ("the petitioner") under Sections 397 and 398 of the Companies Act, 1956 ("the Act") alleging certain acts of oppression and mismanagement in the affairs of M/s E-Logistics Private Limited ("the Company"), the Company and its Managing Director, being respondents 1 & 2, have filed an application under Section 8 of the Arbitration and Conciliation Act, 1996 ("the Act, 1996) to refer the parties for arbitration on the ground that the disputes raised in the company petition are arising out of or in connection with the Term Sheet dated 27.12.2005, Investor Rights Agreement dated 28.12.2005 and Reciprocal Obligations Agreement dated 27.12.2005 ("the agreements") which provide for resolving the disputes by arbitration.2. According to Shri R. Venkatavaradan, learned Counsel, the petitioner has approached the Company Law Board for various reliefs allegedly governed by Section 397/398. The entire petition is based on th...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2007)137CompCas592
1. The petitioners collectively claiming to hold 50.33% shares in DSM Healthcare Private Limited (the company) have filed this petition under Sections 397/398 of the Companies Act, 1956 (the Act) alleging various acts of oppression and mismanagement in the affairs of the company.2. The facts of the case are that the company was incorporated by the 2^nd and 3^rd respondents in 1997. The company is(was) engaged in the manufacture of disposable springs for medical use. The present paid up capital, according to the petitioners, is Rs. 153 lacs while according to the respondents it is Rs. l52.200 lacs. The petitioner joined the company in the year 2002 with an investment of Rs. 24 lacs in equity shares and a sum of Rs. 1 lacs as unsecured loan. Thereafter, the 1^st petitioner invested a further sum of Rs. 52 lacs against which 26% shares in the company were allotted. In addition, he had also given a loan of Rs. 57 lacs to the company. The 1^st petitioner was appointed as an additional dire...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2007)138CompCas694
1. The case of the petitioners in a nut shell is: The company is a quasi partnership between the families of the 1^st petitioner, 2^nd and 3^rd respondents each group holding l/3^rd shares in the company and that in breach of the principles of partnership and legitimate expectation, the 2^nd and 3^rd respondents have taken over the control of the company in exclusion of the petitioners and that the respondents are guilty of various acts of oppression and mismanagement and have been acting in a manner prejudicial to the interest of the petitioners.The business of the company is to construct commercial buildings and it has so far constructed one building named as "Surya Towers". The petitioners' group became shareholders in January, 1984 with object and understanding that all the three groups would be allotted space in the commercial complex. In other words, the right to acquire and possess space in the commercial complex arose out of the shareholding in the company. The 1^st petitioner...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2007)139CompCas246
1. The petitioners claiming to hold 71.43% equity shares and 81.47% of the preference shares in M/S R.S. Infrastructures Limited (the company) have complained that all the 3 petitioners have been illegally removed as directors and the 2^nd, 3^rd and 4^th respondents have been illegally appointed as directors and that the respondents have also illegally issued further shares to themselves. On the basis of these allegations, they have sought for consequential reliefs.2. The facts of the case are that the company was incorporated in August, 1997 with the main business of constructing and managing a four lane railway over bridge near Dera Bassi on Ambala Kalka Sections of Northern Railways. The original authorized capital of the company was Rs. 5 lacs comprising of 50,000 shares of Rs. 10/- each which was raised to Rs. 13.5 crores in the year 2000-2001 comprising of 70 lakhs of equity shares of Rs. 10/.- and 65 lakhs 10% cumulative redeemable preference shares of Rs. l0/- each.3. Shri Gan...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2007)139CompCas261
1. M/S Hotel Horizon Private Limited (the company) is a private company in which the 1^st petitioner and her 3 sons the 2^nd petitioner, 2^nd and 3^rd respondents collectively hold majority shares. The company owns a 5 star hotel in Juhu Beach, Mumbai, which is not functioning for the past about 7 years. The petitioners have filed this petition with the following allegations: (1) The 2^nd and 3^rd respondents are guilty of tempering with the Members' Register by transposing the name of the 1^st petitioner from being first holder as the second holder, in substantial number of shares jointly held with each of her sons and thus her shareholding in the company has been reduced. (2) The 2^nd and 3^rd respondents have issued and allotted 63000 shares constituting nearly 1/3^rd of the paid up capital to themselves with the view to gain majority. (3) The 1^st petitioner who had been a director and MD for a long time has been removed as a director, only with the view to take complete control o...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2007)139CompCas653
1. In the company petition filed under Section 111 of the Companies Act, 1956 ("the Act") seeking directions for cancellation of the allotment of two crore shares of Rs. 10/- each in the name of the third applicant company in the capital of M/s Bangalore SEZ Corporation Private Limited ("the Company") and the consequent rectification of the register of members of the Company, the respondent 1 to 3 have filed the present application invoking Section 8 of the Arbitration & Conciliation Act, 1996 (Act, 1996) to refer the parties for arbitration mainly on the ground that the disputes raised before the Company Law Board arise out of certain agreements entered into between the first respondent, applicants 1 & 3 and Mr. Siddhartha Ray, Managing Director of the first respondent, which contain arbitration clause for dispute resolution.2. The facts in brief are that the third respondent represented by the second respondent had agreed to bring in a sum of Rs. 35 crore into the Company to...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2007)138CompCas72
1. This company petition (C.P. No. 36 of 2004) filed under Sections 397 and 398 of the Companies Act, 1956, ("the Act") alleging certain acts of oppression and mismanagement in the affairs of M/s. Suman Plantations P. Ltd. ("SPPL") and M/s. Raksha Plantations P. Ltd. ("RPPL"). The petitioner namely, RPPL sought for an order of temporary injunction restraining respondents Nos. 2 to 10 from alienating the landed properties and other assets of RPPL and SPPL, upon which this Bench by an ex parte order dated September 10, 2004, directed that "the respondents will not alienate any of the assets of the company without prior approval of this Bench". In the meanwhile, respondents Nos. 1 to 4 have sold the properties belonging to RPPL on February 17, 2005, in favour of respondents Nos. 5 and 6 and, therefore, the applicant has sought to implead respondents Nos. 2 to 6 (C.A. No. 59 of 2006), to the company petition, namely, C.P. No. 36 of 2004.2. Shri R. Vidya Shankar, learned Counsel appearing ...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2007)138CompCas115
1. This company petition (C.P. No. 30 of 2005) filed under Sections 397 and 398 of the Companies Act, 1956 ("the Act") alleging certain acts of oppression and mismanagement in the affairs of M/s. Raksha Plantations P. Ltd., ("the company"), the petitioners sought for an order of injunction restraining the respondents from alienating the landed properties more fully described therein, upon which this Bench by an ex parte order dated May 27, 2005, directed that the company will file an affidavit in regard to the status of the fixed assets of the company and further that any transaction or dealing by any of the respondents in relation to any of the assets of the company will be subject to final outcome of the company petition. In the meanwhile the applicants came to know that respondents Nos. 1 to 4 already sold a portion of the properties on February 17, 2005, under two sale deeds in favour of the proposed respondents Nos. 5 and 6 and therefore, the present application has been filed fo...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2007)135CompCas609
1. The petitioner claiming in excess of 10 per cent. of the issued capital of M/s. K. S. Kasimaris Ceramique P. Ltd., ("the company") and aggrieved on account of certain alleged acts of oppression and mismanagement in the affairs of the company namely, (a) non-holding of annual general or board meetings; (b) non-filing of annual accounts or annual returns with the Registrar of Companies ; (c) non-transmission of shares of the deceased father of the petitioner in favour of his legal heirs; (d) illegal lease and sale of the properties of the company for meagre amount and siphoning off of the rentals as well as sale proceeds of the property, has invoked in the present petition, the provisions of sections 397 and 398 of the Companies Act, 1956 ("the Act") seeking the following reliefs: (i) to direct the company to effect transmission of shares of (late) K. Shanmugasundara Nadar (KSN) in the name of his legal heirs ; (ii) to direct the company to conduct general meetings of the company and...
Tag this Judgment!Court : Company Law Board CLB
1. In this order I am considering the Company Petition No. 93/2003 filed by M/s Opera Global Pvt. Ltd. holding 67.5% shares in the respondent company namely M/s Opera Hospital Medical and Research Centre Pvt. Ltd. alleging 'oppression and mismanagement' by the respondent No. 1 company and other respondents namely, Shri Mahesh Sharma (R-2) and Ors. This petition has been filed under Sections 397 and 398 of the Companies Act, 1956 (hereinafter to be referred as "the Act"). The petitioner has challenged the increase in the authorised and paid up share capital of the respondent company on 6.1.2003 from Rs. 85 lakhs to Rs. 125 lakhs by R-2; the allotment of Rs. 3,99,900 further shares to Shri Mahesh Sharma (R-2) and his family members thereby unauthorisedly and illegally reducing the petitioner's shareholding from 67.5% to 47%; the appointment of respondent No. 3 to 8 as additional directors on 6.1.2003 single handedly by the only director present namely, Shri Mahesh Sharma (R-2); besides,...
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