Court : Company Law Board CLB
1. In this order I am considering Company Petition No. 23 of 2005 filed by Mrs. Sheila Anne McFarlane a British Citizen resident of U.K.alleging various acts of oppression and mismanagement in the affairs of the respondent company namely Gaffino Resorts and Motels Pvt. Ltd. by R-2 namely Mr. Anthony Gaffino and others under Sections 397 and 398 of the Companies Act, 1956 (hereinafter referred to as the Act).2. The respondent company was incorporated under the Act on 9.5.1994 as a Pvt. Ltd. Company with registered office at Gaffino Building C/o Gaffino Beach Resort, Mobor, Cavelossim, Goa with an authorised capital of Rs. 10 lakhs divided into 10,000 equity shares of Rs. 100/- each to carry on the business of purchase, to take on lease or otherwise acquire lands and erect guest houses, hotels, motels, buildings with all the modern amenities and facilities...to carry on the business of running guest house. The petitioner's deceased husband - Mr. Colin McFarlane who was a Master Builder ...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2008)143CompCas274
1. In this order I am considering Company Petition No. 1 of 2004 filed on 9.12.2003 by the U.O.I, through the Department of Company Affairs, New Delhi (now Ministry of Company Affairs) and Company Application No.172 of 2003 filed on 25.8.2003 by M/s VLS Finance Limited in its Company Petition No. 45 of 1998 after CP No. 45/98 had been dismissed by the Company Law Board on 13.6.2001. VLS Finance Ltd. had filed CP No. 45/98 against M/s Sunair Hotels Ltd. under Sections 250,397 and 398 of the Companies Act, 1956 alleging that M/s VLS Finance Ltd. holds 24.17% shares of M/s Sunair Hotels Ltd. in which respondent Nos. 3 to 5 fraudulently allotted shares worth Rs. 21 crores to respondent Nos. 3 to 27 and therefore, VLS Finance Ltd. sought cancellation of the allotment of these shares as null and void and consequential rectification of the Register of Members by deleting the names of R-3 to 27 in respect of these shares. After CP No. 45/1998 was dismissed by the Company Law Board on 13.6.200...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2007)5CompLJ158
1. In this order I am considering Company Petition No. 86 of 2005 wherein Smt. Poonam Sharma and Shri Madhu Sudan Sharma have alleged certain acts of oppression and mismanagement in the affairs of the respondent company under Sections 397 and 398 of the Companies Act, 1956 (hereinafter referred to as 'the Act').2. The respondent Company M/s Professional Biotech Pvt. Ltd. having its registered office at G/16-B, G.Block, Hari Nagar, Delhi-110052, was incorporated as a private limited company on 17th day of May 1996 with an authorised capital of Rs. 50,00,000/- comprising of 5,00,000 shares of Rs. 10/ each for the main objects to deal in pathological and diagnostic kits and equipments, etc. Mrs. Poonam Sharma and Smt. Sunita Sharma were the promoters and first Directors of the Company. Copy of Memorandum of Association and Articles of Association are annexed with the petition as annexure 1& 2 respectively. Smt. Sunita Sharma resigned from the directorship and on 28.8.96 Mrs. Vinita G...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2007)5CompLJ170
1. In this order, I am considering CA 391 of 2006 filed by the respondents challenging the maintainability of the petition- CP 82 of 2006- on the ground that the petitioner does not satisfy the requirements of Section 399 of the Companies Act, 1956 (the Act) to file this petition under Sections 397/398.2. The petitioner, claiming to hold 14.8% of the equity shares in M/S Blue Coast Hotels & Resorts Limited (the company) has filed this petition alleging oppression and mismanagement in the affairs of the company. In the present application, the respondents have pointed out that in addition to the equity share capital, the company has also issued substantial preferential shares and thus the holding of the petitioner in the issued capital of the company is only around 2% and therefore, in terms of Section 399 of the Act, the petition is not maintainable.3. Shri Sarkar appearing for the applicant/respondents submitted: The company is a listed company and the issued capital of the compa...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2008)142CompCas371
1. The petitioner herein, held (a) 11,500 equity shares of Rs. 10/- each in M/s. Bunny Investments & Finance Private Limited (C.P.No.1 of 2003); (b) 60,000 equity shares of Rs. 10/- each in M/s Gati Limited (C.P.No.2 of 2003); (c) 50,000 equity shares of Rs. 10/- each in M/s TCI Hi-Ways Private Limited (C.P.No.3 of 2003); (d) 327 equity shares of Rs. 10/- each in M/s TCI Industries Limited (C.P.No.4 of 2003); (e) 36,000 equity shares of Rs. 10/- each in M/s Gati Intellects Private Limited (C.P.No.5 of 2003); (f) 16,000 equity shares of Rs. 10/- each in M/s Giri Road Lines Private Limited (C.P.No.6 of 2003); (g) 3,50,000 equity shares of Rs. 10/-each in M/s TCI Finance Limited (C.P.No.7 of 2003); and (h) 35,000 equity shares of Rs. 10/- each in M/s K.P.M.Investments & Finance Limited (C.P.No.8 of 2003). Madendra Kumar Agarwal, father of the petitioner, transferred these shares while the petitioner was a minor, 10 Dhruv Agarwal Benefit Trust, a trust created by the Mahendra Kuma...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2008)81SCL62
1. The petitioners together with consentor collectively holding 60% of the issued and subscribed paid-up capital of M/s Mysore Lighting Works Private Limited ("the Company"), prior to the impugned allotment of shares and constituting one-tenth of the total number of members, aggrieved on account of certain alleged acts of oppression and mismanagement, at the instance of the respondents 2 to 5 in the affairs of the Company, namely (i) nonconvening of any meetings of the Company; (ii) non-filing of statutory returns with the Registrar of Companies; (iii) illegal allotment of shares; (iv) falsification of statement of accounts filed with the Income Tax Authorities; (v) interference with functioning of the newly elected board of directors; (vi) depriving the petitioners of their right to information of the affairs of the Company; (vii) carrying on business of the Company as if a partnership business; and (viii) non-issue of share certificates, have invoked the provisions of Sections 397 a...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2007)80SCL90
1. This Bench by a common order dated 06.09.2002 made in C.P. No. 226 of 2000 filed under Section 113(3) of the Companies Act, 1956 ("the Act") for delivery of the original share certificates comprising of 200 equity shares of Rs. 10/- each (Rs.2/- with effect from 25.08.2000) of M/s Satyam Computer Services Limited ("the Company") together with 200 bonus shares ("the impugned shares") thereof and C.P. No. 19 of 2001 filed under Section 111A of the Act for rectification of the register of members of the Company in respect of the impugned shares, directed the Company to pay the price of the impugned shares to the petitioner at the highest rate prevalant in Mumbai Stock Exchange between the period of lodgement of the share certificates by the petitioner on 06.05.1996 and the date of effecting registration of the transfer, namely, 31.08.1996 till the date of payment together with simple interest at 10% and cost of Rs. 10,000/-. The petitioner, aggrieved by the reliefs granted in the comp...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2008)1CompLJ373
1. This Bench by an ex-parte interim order dated 20.02.2007 directed that the respondents will maintain status quo in regard to position of the petitioner as Editor of the publications namely, Sudha and Mayura until further order.2. Shri S.S. Naganand, learned Senior Counsel, representing the respondents 1 and 2 while urging for vacation of the ex-parte interim order submitted: 3. The Company has been managed by the board of directors, consisting of independent directors and also members who do not belong to the family of the petitioner and respondents 2 and 3 and has never been run on the principles of partnership. The Editors of publications have changed from time to time and the appointment of Editor has not been done by the board of directors. The only grievance of the petitioner regarding his removal from the position of Editor being a single act cannot constitute an act of oppression, whereas continuous acts which are oppressive can alone be the ground for a petition under Secti...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2008)141CompCas680
1. In Company Petition No. 83/04 filed under Sections 397/398/399 read with Sections 402 and 403 of the Companies Act, 1956 (hereinafter referred to as 'the Act'), the petitioners namely Shri Kultar Sehgal and Ms Manprit Kaur have alleged that the respondent No. 2 and3 in connivance with respondent No. 4,5 and 6 mismanaged the affairs of the company by reselling a very expensive digital printer worth Rs. 1.90 crore, VUTEK 3360 machine along with the accessories back to the supplier i.e., R-4 who further sold it to R-5 at the back of the petitioners besides alleging other acts of oppression and mismanagement. Hence, the petitioners' prayer that Books of accounts and statutory records be got produced and a detailed investigation into accounts be ordered; the respondents be asked to bring back the moneys siphoned off; R-2 and 3 along with other additional directors appointed irregularly be removed and R-2 and 3 be restrained from floating a new company.2. The undisputed facts of this cas...
Tag this Judgment!Court : Company Law Board CLB
Reported in : (2008)81SCL244
1. The petitioners claiming to collectively hold 20% shares in M/S Kalima Plastics Limited have filed this petition alleging that the 2nd respondent being the MD of the company is guilty of leasing out various portions of the land belonging to the company without any authority and at terms unfavourable to the company and that he has parted with the plant and machinery of the company to a firm owned by his wife viz. the 3rd respondent and that he is guilty of siphoning of funds of the company and that he has not been maintaining proper books of accounts; of the company and has committed various acts in breach of his fiduciary duties. Thereafter, by further applications, they have also alleged that a part of the land of the company had been sold on terms unfavourable to the company and in breach of the interim orders by this Board. Consequently, they have sought for a declaration that the 2nd respondent is guilty of breach of his fiduciary duties in the company and as such he is not fit...
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