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Company Law : A plain reading of the provisions of Section 188 makes it amply clear that a member who intends getting his proposed resolutions i...
Company Law : The issues regarding genuineness of the sale deed, undervaluation, etc. are beyond the purview of instant CP, since a consideratio...
Company Law : The petitioners, who are the respondents in this application, have filed the company petition by invoking various provisions of th...
Company Law : Since the proposed minutes containing the terms of consensus filed on 28/02/2012 does not contain any authorization by R-l in favo...
Company Law : Non-transparent functioning of the R-I Company is evident from the correspondence produced by the petitioners who have been denied...
Company Law : The Central Government proposes to issue the following Order (presently in the Draft form) causing Amalgamation of National Spot E...
The Central Government proposes to issue the following Order (presently in the Draft form) causing Amalgamation of National Spot Exchange Limited with its Holding Company Financial Technologies (India) Limited
To mitigate the hardship of small investors and to expedite disposal of cases pending before the Company Law Board the first ever Lok Adalat was successfully held at the Company Law Board, Mumbai Bench at Mumbai on 07-12-2013.
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 such a right.
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 have approached the Bench with unclean hands and they are not entitled to any equitable reliefs. The attempt of the petitioners to re-agitate the concluded issues is nothing but an abuse of the process of the Court. The company petition is devoid of any merits.
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 holding 50% of the shares in the Company and their shareholding was diluted by allotment of shares and their present shareholding is 21.83%) which is under challenge. The petitioners apprehend that if the respondents are allowed to increase its capital and allot shares, their shareholding will further get diluted.
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 application for disposal of the petition (CP No. 77(ND)/2009) in terms of the MoS dated 26/04/2010. In the present scenario, as prayed in CA 236/2012, there is no justification for passing an order appointing Receiver/Administrator in the R-l company or to injunct the Respondents from operating the bank accounts of R-1. The direction contained in para 6(a) of the order dated 18/07/2012 for freezing all accounts of Rockman Breweries TNK Limited and stopping any transactions in such accounts till further orders therefore deserves to be and is accordingly recalled. It is open to the Petitioner to receive and encash the cheque for Rs. 9.5 lac deposited by R-l with the Bench Officer.
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 written off without any efforts for ascertaining actual dues, if any, and without any efforts for recovery and without following due procedure.
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 April 2, 2011, at 11.00 a.m.
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 circumstances were taken into consideration for reduction of Chatterjee group into a minority. In the present case firstly the enforcement of MOU dated 18/05/2007 is not in consideration in the present order and secondly the facts borne out from the record clearly show that raising of authorised share capital was not on account of raising immediate funds for the completion of the hotel/resort project but was mainly for reducing the shareholding of the Petitioner to an abject minority.
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 is also entitled to the extracts from any Register, index or copy referred to in sub-section (1) of Section 163 of the Act without fee or additional fee as the case may be.
