CLB judgment - Page 3

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. ...

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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....

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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...

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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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