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Lok Adalat Commences in Company Law Board

Company Law - 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....

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CLB Action Streamlines Notarial Malpractices in NCT Delhi

Company Law - ompany Law Board while passing an order in the matter of Shri Rupak Gupta & Others v. M/s. Banaras House Pvt. Limited has taken a very serious note of the serious breach of duty by Notaries in the capital while attesting affidavits (like affidavits having blank spaces, non disclosure of the identity of the person signing the affidavits, n...

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Maytas to file review petition with CLB to induct four directors of Saudi Bin Ladin Group

Company Law - Maytas Infra on Thursday said it would file a review petition with the Company Law Board which recently rejected the company's proposal to induct four directors of Saudi Bin Ladin Group on its board. ...

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Mahindra Satyam keeping its investors in dark over details of its performance

Company Law - Engineering and construction major Larsen &Toubro (L&T) is not happy with Mahindra Satyam (erstwhile Satyam Computer Services) for keeping its investors in the dark over details of its performance. Pune-based Tech Mahindra, the information technology arm of the Mahindra & Mahindra group, owns 42.67 per cent in the company....

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Supreme Court dismissed plea challenging takeover of Satyam by Mahindra group

Company Law - The Supreme Court on Monday dismissed a petition challenging the Company Law Board's order facilitating takeover of the scam-tainted Satyam Computers by the Mahindra group and allowed the IT firm to go ahead with the process to rope in a strategic investor through a public auction. A Bench headed by Chief Justice K G Balakrishnan dismisse...

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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, admitte...

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S. 397 pettition – Investors may either become members as per initial understanding or can receive back their investments

Aman Goel Vs EileenTech Communications (I) (P.) Ltd. (Delhi, Company Law Board) - CP No 18/07 stands disposed off in the above terms. All CAs stand disposed off. All interim orders stand vacated. No order as to cost. The B.O New Delhi, Bench to send a copy of this order to R-10 & R-11 at their new address at 207-Gaur Green Avenue, Abhay Khand-II, Indirapuram, Ghaziabad, U.P....

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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 r...

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ROC may ask company to make good the default in filing from No. 8

Royal Bank of Scotland N.V. (RBS) Vs Caohe Technologies (P.)Ltd. (Mumbai, Company Law Board) - In the instant case, the respondent-company failed to file Form No. 8 with the concerned RoC. Therefore, the RoC, is directed to exercise his powers under section 234(1) by calling information with regard to filing of Form No. 8 and direct the respondent-company to make good the default in non-filin...

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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 ins...

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Govt. proposes merger of NSEL with FTIL

NA - 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...

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Recent Posts in "CLB judgment"

Govt. proposes merger of NSEL with FTIL

NA

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...

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Lok Adalat Commences in Company Law Board

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....

Read More
Posted Under: Company Law |

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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S. 397 pettition – Investors may either become members as per initial understanding or can receive back their investments

Aman Goel Vs EileenTech Communications (I) (P.) Ltd. (Delhi, Company Law Board)

CP No 18/07 stands disposed off in the above terms. All CAs stand disposed off. All interim orders stand vacated. No order as to cost. The B.O New Delhi, Bench to send a copy of this order to R-10 & R-11 at their new address at 207-Gaur Green Avenue, Abhay Khand-II, Indirapuram, Ghaziabad, U.P....

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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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ROC may ask company to make good the default in filing from No. 8

Royal Bank of Scotland N.V. (RBS) Vs Caohe Technologies (P.)Ltd. (Mumbai, Company Law Board)

In the instant case, the respondent-company failed to file Form No. 8 with the concerned RoC. Therefore, the RoC, is directed to exercise his powers under section 234(1) by calling information with regard to filing of Form No. 8 and direct the respondent-company to make good the default in non-filing of e-form No. 8 under section 125. In ...

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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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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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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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Posted Under: Company Law |

If main petition is pending for adjudication, interim reliefs in the nature of main reliefs cannot be granted

Arun Amidwar Vs Grip Tight Packaging (India) (P.) Ltd. (Mumbai, Company Law Board)

In the present case the petitioner No. l was removed as director and this Bench presumes that the convening and holding of general meeting in which he was removed is legal and valid. So far as para 11.3 of the reliefs is concerned that the R1-company be directed to be operated only with the joint signature of the petitioner No.1 and resp...

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Petition U/s. 397 filed by Minors alleging oppression & Mismanagement is not maintainable

Aruna Hotels Ltd. Vs Kamal Babbar (Chennai, Company Law Board)

To file a petition u/s 397, 398 of the Act, one has to fulfil the requirement as contemplated under the above provision of law. Unless and until the above criterion is fulfilled, the petition is not maintainable. The persons who can qualify to file the petition are (i) in case the company is having a share capital, not less than 100 membe...

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Petition alleging oppression not maintainable if petitioner doesn’t have requisite qualification shares

Kailash Nath Roy Vs Bengal Bonded Warehouse Association (Kolkata Company Law Board)

Under section 399 of the Act, statute has made it clear that 10 per cent shareholding is requisite qualification to invoke jurisdiction under sections 397 and 398 of the Act. If the joint shareholding of first petitioner has become half, then certainly this petition is short of the requisite qualification that is required under section 39...

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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 to register Charge with ROC within 30 days from its creation date

Kalupur Commercial Co-operative Bank Ltd. Vs Registrar of Companies (Mumbai Company Law Board)

The charge has to be registered by filing Form 8 with the concerned RoC in terms of section 125 within a period of 30 days after the creation of the charge. The RoC may allow another 30 days time on payment of additional fee and therefore, total 60 days time is available to file the necessary forms with the RoC for creating the charge ove...

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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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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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Posted Under: Company Law |

Winding up petition may be rejected for non quantification of Debt

Sanchay Dey Vs Pailan Park Development Authority Ltd. (Calcutta High Court)

In the present case, the learned Judge rightly observed that the conduct of the company was dishonest. There had been transactions galore running into crores. More than Rupees sixty-four lacs were admittedly paid by the company. Even then, the company initially denied the relationship, subsequently took a different stand in the affidavit ...

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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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Posted Under: Company Law |

CLB Action Streamlines Notarial Malpractices in NCT Delhi

ompany Law Board while passing an order in the matter of Shri Rupak Gupta & Others v. M/s. Banaras House Pvt. Limited has taken a very serious note of the serious breach of duty by Notaries in the capital while attesting affidavits (like affidavits having blank spaces, non disclosure of the identity of the person signing the affidavits, n...

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Posted Under: Company Law |

Despite family settlement, transfer of share must be in accordance with law

Perennial Trading (P.) Ltd. Vs Pankaj Extrusions Ltd. (Company Law Board, Mumbai)

The case of the petitioner is that the respondents have removed their name without sufficient cause and without due compliance of the provisions of law and entered the name of respondent No. 3. From the pleadings it is unequivocal that there is a family settlement and the transfers have taken place pursuant to the said family settlement. ...

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Change in shareholding with sole object of gaining control of company is oppression

Rajendra Prasad Rungta Vs Amber Commercial (P.) Ltd. (Company Law Board Delhi)

The petitioners allegations that their group has been converted from a majority to a minority in shareholding and respondents representation in management has substantially been increased are found to be correct. In view of the continuous effects of such oppressive acts, to undo the effects and to regulate the affairs of the R-1-company i...

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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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Posted Under: Company Law |

Board Meetings without quorum & irregularities in filing Form 32 is Oppression & Mismanagement

Naresh Mohan Mittal Vs Sangeeta Construction (P.) Ltd. (Company Law Board Delhi)

The fiduciary capacity within which directors have to act enjoins duty upon them to act on behalf of the company with utmost care and skill and due diligence and in the interest of the company. More so, in a family company where even directorial complaints can be looked into. Directors have a duty to make full and honest disclosures to sh...

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Proceedings u/s. 543 cannot be initiated merely based on realizable value of assets

Official Liquidator of Mandya National Paper Mills Ltd. (In Liquidation) Vs S.K. Sengupta (Karnataka High Court)

Considering the fact that the entire claim in the instant application is based on the declaration made in the statement of affairs which was on the basis of the realisable value indicated in Ex. R1 and in that regard, if the view taken by this Court in the case of the Official Liquidator, Bangalore Batteries (P.) Ltd. (In Liquidation) v. ...

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Maytas to file review petition with CLB to induct four directors of Saudi Bin Ladin Group

Maytas Infra on Thursday said it would file a review petition with the Company Law Board which recently rejected the company's proposal to induct four directors of Saudi Bin Ladin Group on its board. ...

Read More
Posted Under: Company Law |

Mahindra Satyam keeping its investors in dark over details of its performance

Engineering and construction major Larsen &Toubro (L&T) is not happy with Mahindra Satyam (erstwhile Satyam Computer Services) for keeping its investors in the dark over details of its performance. Pune-based Tech Mahindra, the information technology arm of the Mahindra & Mahindra group, owns 42.67 per cent in the company....

Read More
Posted Under: Company Law |

Supreme Court dismissed plea challenging takeover of Satyam by Mahindra group

The Supreme Court on Monday dismissed a petition challenging the Company Law Board's order facilitating takeover of the scam-tainted Satyam Computers by the Mahindra group and allowed the IT firm to go ahead with the process to rope in a strategic investor through a public auction. A Bench headed by Chief Justice K G Balakrishnan dismisse...

Read More
Posted Under: Company Law |

CLB judgment on non issue of further shares to existing shareholders

Satish Chandra Sanwalka & others Vs M/s Tinplate Dealers Association Pvt Ltd & others (Company Law Board- Principal Bench, New Delhi)

The petitioners claiming to hold 4132 partly paid ordinary shares of Rs.100/-each and 3065 fully paid preference shares of Rs.100/-each in M/S Tinplate Dealers Association Private Limited ( the company) have filed this petition under Sections 397/398 and Section 111(4) of the Companies Act, 1956 (the Act) alleging various acts of oppressi...

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Yashovardhan Saboo vs Groz-Beckert Saboo Ltd. And Ors. (CLB)

Yashovardhan Saboo Vs Groz-Beckert Saboo Ltd. And Ors. (Company Law Board)

One of the tests of what constitutes 'oppression' within the meaning of Section 397 of the Act is to see whether the majority is taking an unfair advantage of their position as a majority. The second test is to find out whether in the exercise of the fiduciary power, the group concerned was attempting to destroy the existing majority or t...

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