Company Law Board

Member having shareholding less then stipulated in sec.188 cannot seek resolutions to be included for circulation

In re Reliance Industries Ltd., (COMPANY LAW BOARD, MUMBAI BENCH)

A plain reading of the provisions of Section 188 makes it amply clear that a member who intends getting his proposed resolutions included for circulation to members must have not less than one twentieth of the total voting power of all the members at the date of the requisition or must be not less than 100 members in number to exercise su...

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To file petition U/s. 397/398 petitioner must be shareholder on the date of petition

K. Venkatachalam Vs Premier Roller Floor Mills Ltd. (Chennai Company Law Board)

The issues regarding genuineness of the sale deed, undervaluation, etc. are beyond the purview of instant CP, since a consideration of oppression and mismanagement arises only if the petitioners are found to be shareholders of the company. That issue being held against them the other issues pleaded in the CP do not arise. The petitioners ...

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During pendency of oppression petition no further issue of shares permissible unless proved to be in Companies interest

Sharvani Energy (P.) Ltd. Vs N. VenkateshwarRao (Chennai Company Law Board)

The petitioners, who are the respondents in this application, have filed the company petition by invoking various provisions of the Act, alleging certain acts of oppression and mismanagement against the applicants herein. The petitioners are opposing the increase of share capital and allotment of shares on the ground that they were hol...

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Companies not liable for settlement between two groups entered on behalf of it by unauthorized signatory

Abhishek Ahuja Vs Rockman Breweries (TNK) Ltd. (Delhi Company Law Board)

Since the proposed minutes containing the terms of consensus filed on 28/02/2012 does not contain any authorization by R-l in favour of Mr. C.S. Agarwal R-2 to sign such minutes on its behalf, the minutes dated 28/02/2012 and the order dated 23/03/2012 cannot be enforced against the R-l company. It is open to the parties to file a joint a...

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Non-transparent functioning amounts to oppression & mismanagement in affairs of company

Pravin Jain Vs Diastar Jewellery (P.) Ltd. (Company Law Board, Mumbai)

Non-transparent functioning of the R-I Company is evident from the correspondence produced by the petitioners who have been denied access to the statutory Records and the A/c books despite holding 52.94%, shares in the R-I Company. Huge amounts owed by Diastar Inc. USA to the R-I Company, admittedly a concern of R-2 & R-3, have been wr...

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Request of director for postponement of board meeting must be treated as leave of absence & not vacation of office

Sanjay Suryaprakash Mehta Vs SKG Consultants & Engg. (P.) Ltd. (Company Law Board, Mumbai)

It is a fact that the company holds three board meetings consecutively on March 31, 2011, June 9, 2011 and September 29, 2011. It is also a fact that the petitioner has challenged the validity of the board meeting dated March 31, 2011. Even otherwise, the petitioner has requested the company to postpone the meeting dated March 31, 2011 to...

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Issue of shares to reduce shareholding of petitioner shareholder-company after removing its directors without any notice is per se oppressive

Daksha Infra Build (P.) Ltd. Vs Rochees Resorts (India) (P.) Ltd. (Delhi, Company Law Board)

The case of Chatterjee Petrochem (I) (P.) Ltd. v. Haldia Petrochemicals Ltd. [2011] 110 SCL 107 is clearly distinguishable as in that case when the company was in dire need of funds the Chatterjee Group had failed to keep its promise of providing funds as it obtained a loan raising the debt equity ratio of the company. These circumstance...

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A member can ask for inspection of Companies record any time after he became Member

Rajendra G. Patel Vs Sanghi Industries Ltd. (Chennai, Company Law Board)

The statute provides a right to the member or debenture-holder for inspection of the statutory registers and records as contemplated u/s 163 of the Act. The inspection is allowed to a member or debenture-holder without fee and any other person on payment of such sum as may be prescribed for each inspection. The member or debenture-holder ...

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Grand daughters of promoters of professionally run company cannot claim proportional representation in management of company by being a family member alone

G. Vijayalakshmi Vs Tirupur Textiles (P.) Ltd. (Company Law Board, Chennai)

A list of professionals appointed by the company from 1957 onwards is extracted in the written submissions filed by the respondents to argue that the Board seat was not reserved for family members on representative basis. The list includes several non-family directors. Therefore, it is contented that though the company is promoted by thre...

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Resolution sent by shareholder to abuse process of law and to gain needless publicity for defamatory matter could not be published & circulated

Torrent Power Ltd. Vs Sureshchandra V. Parekh (Mumbai, Company Law Board)

It is noted that Shri Suresh Chandra V. Parekh and Smt. Nilaben S. Parekh jointly hold ten equity shares of Rs.100/- each under a common share certificate in HDFC Ltd. They requested for splitting of the said one share certificate into ten certificates of one share each. HDFC Ltd. acceded to their request and created 7 Folios for 7 shares...

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