Company Law : To mitigate the hardship of small investors and to expedite disposal of cases pending before the Company Law Board the first ever ...
Corporate 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 ...
CA, CS, CMA : Maytas Infra on Thursday said it would file a review petition with the Company Law Board which recently rejected the company's pro...
CA, CS, CMA : Engineering and construction major Larsen &Toubro (L&T) is not happy with Mahindra Satyam (erstwhile Satyam Computer Services) for...
CA, CS, CMA : The Supreme Court on Monday dismissed a petition challenging the Company Law Board's order facilitating takeover of the scam-taint...
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 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. However, the same could not fructify and the differences and disputes arose between them which lead to filing of these petitions. However, upon considering the factual position it is apparent that the respondents have not complied with the provisions of law in respect of transfer of shares most probably on the basis of family settlement.
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 shareholders regarding all important matters relating to the company. In the present case a clear case of oppression has been made out, even a single act can cause continuous oppression.
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 in future, the present petition deserves to be allowed.
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 case the respondent-company fails to comply with the order, the RoC may take appropriate action against the respondent-company in accordance with 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.
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.
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 dismissed the petition filed by an advocate Manohar Lal Sharma, who claimed to be a shareholder of the company.
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 oppression and mismanagement in the affairs of the company and seeking rectification of the register of members. The main allegations relate to issue of further shares in the company in exclusion of the petitioners, issue of bonus shares contrary to the provisions of law, removal of the petitioners 1 and 2 as directors of the company, appointment of new directors on the Board etc. and they have sought for consequential reliefs.
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 to create a new majority which did not exist previously.
