Court : Company Law Board CLB
Reported in : (2008)142CompCas860
1. The petitioners collectively constituting 40% of the total number of members of M/s APAKSH Broadband Limited ("the Company") aggrieved on account of certain acts of oppression and mismanagement in the affairs of the Company, have invoked the provisions of Sections 397, 398, 402 & 403 of the Companies Act, 1956 ("the Act"), seeking the following reliefs: a) to direct the Company to incorporate the Shareholders Agreement dated 04.06.2005 (SHA) in the Memorandum and Articles of Association of the Company; b) to reconstitute the board of directors of the Company and provide that all decisions on policy and other key matters be decided by the board of directors at a meeting whereat only one nominee from each of the groups of the first petitioner and AKSH Broadband Limited (AKSH), apart from Andhra Pradesh Technology Services (APTS) nominee are present; c) to appoint a Chartered Accountant to investigate into the investments made by AKSH towards the share capital of the Company; d) t...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2008)142CompCas458
1. This petition has been filed under Section 111 of the Companies Act, 1956 ("the Act"), seeking directions against the Federal Bank Ltd. ("the bank") to register 1,562 shares of Rs. 20 each covered under share certificates Nos. 11019 to 11043 and 12670 to 12673 in the name of the petitioner ; return the original share certificates after effecting the transfer and pay all the dividends accrued thereon from 1992-93 till date.2. Shri Krishna Srinivasan, learned Counsel, while initiating his arguments submitted that the petitioner had on March 3, 1992, lodged with the bank the impugned shares along with the transfer deeds executed by the petitioner and the second respondent ("transferor") in compliance with Section 108 of the Act for registering the transfer in her favour. However, the bank by its letter dated March 19, 1992, conveyed its inability to consider the application for share transfer as the shares have been lien marked, without, however disclosing any other details and return...
Tag this Judgment!Court : Company Law Board CLB
1. The petitioners, holding 25.1% of shares in M/S Lake Shore Palace Hotels Pvt. Ltd. (the company), have filed this petition with the main allegations that by increasing the share capital of the company, the 2 respondent is attempting to oust the petitioners from the company and also to reduce them to a hapless minority and that he; is guilty of financial mismanagement in the affairs of the company. With these allegations, the petitioners have sought for supersession of the Board, appointment of an administrator and for permanently restraining the respondents from increasing either the authorized or paid up share capital.2. In brief, the undisputed facts of the case are: The company was originally promoted by late Maharana Bhagwat Singh of Mewar and he had leased out one of his palaces (Shiv Niwas Palace) to the company for running a hotel. He had three children the 1st petitioner, the 2nd respondent and Shri Maharaj Kumar Mahender Singh. The 2nd respondent is the younger brother of ...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2008)142CompCas611
1. This application is filed by the petitioners under Regulation 44 of the Company Law Board Regulations, 1991 pursuant to the consent order made on 08.09.2006 bringing to an end the disputes raised in the affairs of the Company, for the following reliefs: (i) to direct that the first applicant continues to be a director of the Company in terms of the order of this Bench dated 18.08.2005 and that the resolution passed at the annual general meting held on 24.08.2005 is invalid; (ii) to direct that all dividends that were unpaid to the applicants 1 to 6 during the pendency of the dispute be paid in their favour; (iii) to direct that the receipts that have been issued in the name of the applicants 1 & 6 be re-issued in the names of the respective firms; (iv) to direct that the articles of association of the Company be amended so as to include therein election of directors under proportional representation, by way of a single transferable vote; (v) to direct that 944 shares that were ...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2008)142CompCas902
1. In this order I am considering Company Petition No. 67 of 2007 filed by Shri Suhas Chakma ("the petitioner") under Sections 397 and 398 of the Companies Act, 1956, (hereinafter referred to as "the Act") against M/s. South Asia Human Rights Documentation Centre P. Ltd. and Others, ("respondent No. 1") alleging that the transfer of his 50 per cent.shareholding (5,001 shares) in respondent No. 1 to respondent No. 2 was illegal and the consequential transfer of 2,500 shares by respondent No. 2 to respondent No. 3 (respondent No. 2's wife) was also illegal, and hence his prayers for declaring the transfer null and void; to direct restoration of his shares and further order for the rectification of the register of members of the company; to direct removal of respondent No. 2 and respondent No. 3 from the board of directors of the company; and also to direct the respondents to return the petitioner's letter of allotment left at the registered office of the company.2. The undisputed facts ...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2008)142CompCas658
1. M/s. CRM Digital Synergies Pvt. Ltd. was incorporated on March 10, 2006, with the main object of taking over the business of a partnership firm (M/s. Digital Synergies) which was engaged in the business of BPO.The company has two shareholders, the petitioner holding 8,000 equity shares of Rs. 10 constituting 80 per cent, of the paid-up capital of the company and the second respondent holding the balance 2,000 shares constituting 20 per cent, shares. Both are the only directors of the company. The petitioner is the brother-in-law of the second respondent.The petitioner is an NRI residing in UK and the second respondent has been in control of the company. The only customer of the company is M/s. Core BPO. The petitioner had entered into an agreement to sell his shares to M/s. Core BPO. The second respondent had initiated proceedings under the Arbitration Act against the petitioner and she has also initiated proceedings against M/s. Core BPO. The petitioner filed the instant petition ...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2008)142CompCas406
1. In this order, I am considering the maintainability of the petition in terms of Section 399 of the Companies Act, 1956, filed in the matter of M/s. Fori India P. Ltd. ("the company").2. The facts of the case are : The company was incorporated on March 1, 2006. The subscribers to the memorandum are the fourth respondent and the petitioner, the fourth respondent subscribing to 8,000 equity shares of Rs. 10 each, the petitioner subscribing to 2,000 shares. In the petition, the petitioner has complained that even though at the time of incorporation, he had subscribed to 2,000 shares, the same have not been issued to the petitioner. There are further allegations of oppression and mismanagement in the petition. The respondents have raised a preliminary objection that the petitioner has not satisfied the requirements of Section 399 of the Act on the ground that he has not paid the consideration for the shares that he had agreed to subscribe in the memorandum.3. Shri Sarkar, senior advocat...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2008)142CompCas416
1. The petitioners, collectively holding 10.7 per cent. equity shares and 19 per cent. preference shares in M/s. Rajaram Corn Products (Punjab) P. Ltd., have filed this petition alleging that there has been a systematic disposal of plant and machinery and other assets of the company by the second respondent who is the managing director of the company resulting in the company becoming a shell company. It is further alleged that preference shares have not yet been redeemed nor any dividend has been declared. With these main allegations, the petitioners have sought for appointment of an administrator, for a declaration that the petitioners have voting rights on the cumulative redeemable preference shares on which no dividend has been paid and for a permanent injunction restraining the respondents from alienating any asset of the company or in the alternative appoint an independent committee to oversee the sale of the assets.2. Shri Pradeep Aggarwal, advocate appearing for the petitioners...
Tag this Judgment!Court : Company Law Board CLB
1. In this order I am considering Company Petition No. 60 of 2004 filed by Sh. Jiwan Mehta (the petitioner) under Sections 397 and 398 of the Companies Act, 1956 (hereinafter referred to as the "Act") against Emmbros Forging (P) Ltd. & others (Respondents) alleging illegal consolidation of shareholding and removal as director praying that (i) this Hon'ble Board declare that the funds were illegally utilized by R-2,3 &. 4 and in contravention to the provision of the law (ii) restore the shareholding in the Respondent Company, as it existed prior to transfers made in the year 2000, as reflected in the annual return filed on 30.9.2000 in alternate the shareholding of the outgoing shareholders be offered in equal ratio proportion to the continuing shareholder; (iii) declare the documents filed with the State Bank of India for availing the various credit facilities as null and void, in so far the bank has released funds without proper authorization/mandate from the respondent compa...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2008)143CompCas245
1. In this order I am considering Company Petition No. 82 of 2004 filed by Sh. Jiwan Mehta (the petitioner) under Sections 397 and 398 of the Companies Act, 1956 (hereinafter referred to as the "Act") against Emm7bros Metal (P) Ltd. & others (Respondents) alleging that in an illegal manner and fashion the R-2 & 3 have reduced the petitioner's shareholding to about 8% from 16.33% by issuance of the additional 51,50,000 fully paid up equity shares; the books and records of the respondent company were fabricated by the Respondents; the petitioner was removed from directorship; the R-2 &3 in order to personally benefit and to the detriment of the other shareholders have valued the goodwill of the said partnership at Rs. 475 lacs.2. The undisputed facts of the case are: Emmbros Metal (P) Ltd. and Ors., (R-1) was incorporated on 18^th January 1991 having its registered office at Village Katha (Baddi) Tehsil - Nalagargh, Distt- Solan (Himachal Pradesh). The present authorized sha...
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