Court : Mumbai
Reported in : AIR1954Bom35; (1953)55BOMLR614; ILR1954Bom21
..... the company going into liquidation the authority of the directors to act for the company comes to an end and it is only the ..... liquidator who can act on behalf of the company. but it does not follow from ..... only the directors who can employ the solicitors for the company. it is equally true that on ..... an end without the company revoking or cancelling that retainer, or, in other words, the authority given to the attorneys by the company to defend the action was withdrawn without the company taking any steps to withdraw the authority and merely by reason of the fact that the company went into liquidation. it is perfectly true that a company acts through its directors and it is .....Tag this Judgment!
Court : Mumbai
Reported in : 1991(2)BomCR1; [1991(63)FLR740]; (1995)IIILLJ867Bom
..... bench has gone through the various provisions of the act of 1948, the factories act, 1948 and also the companies act, 1956. the division bench came to the conclusion that principal employer in case of a company is a company and not the directors. when the public limited company registered under the companies act, 1956 owns and runs the factory, the company is the principal employer. by virtue of the fact ..... that the person is director of the company, he does not become the principal employer as contemplated under section 2(17 ..... as per the provisions of the companies act, so far as the affairs of the company are concerned, the ultimate control of the company will not lie with any particular director at all. the directors act collectively and they function collectively as a board of directors. individual director cannot have control over the factory belonging to the company according to the said decision, where a director is specifically notified to the .....Tag this Judgment!
Court : Karnataka
Reported in : ILR2008KAR244; 2008(2)KarLJ561; 2008(1)KCCR182; 2008(1)AIRKarR507; 2008LabIC(NOC)342
..... was whether the order of removal passed by the disciplinary authority was in conformity with law. it is not disputed that shri s. krishnaswami, the then chairman-cum-managing director of the company acted as a disciplinary authority as well as an appellate authority when he presided over and participated in the deliberations of the meeting of the board while deciding the appeal ..... an appeal would be an exercise in futility, in that view of the matter, in the present case fair play demanded that shri krishnaswami the then chairman-cum- managing director of the company ought not to have participated in the deliberations of the meeting of the board when the board heard and decided the appeal of the appellant.5. in our view ..... on the decision of the supreme court in amar nath chowdhury v. braithwaite & company limited and ors. : (2002)illj1048sc in which an identical question arose and the hon'ble supreme court held that the decision of the board of directors was vitiated on account of has as the managing director who was the disciplinary authority presided over and participated in the deliberation of ..... participated in the deliberations in the meeting of the board of directors, which decided to reject the appeal of the appellant. hence the managing director who passed annexure-m order as disciplinary authority, is a party to the decision on annexure-n appeal.4. in amar nath chowdhuiy v. braithwaite & company limited and ors. : (2002)illj1048sc the hon'ble supreme court held as .....Tag this Judgment!
Court : Allahabad
Reported in : AIR1925All519
..... been administered in england.13. i come without hesitation to the conclusion following the principles laid down in england, and with due regard to the sections in the indian companies act that the directors have failed to show that they had any reasonable belief, and that they are liable, each of them, for the payment which they approved either by resolution, or by ..... . the only check to be applied is that afforded by section 281 of the companies act. if an act has been done honestly and reasonably, nobody need be liable. further, if article 36 applied, a fraudulent director has only to keep the shareholders and others in ignorance of their mischievous acts for two years, and he would be immune. it is clear, therefore, that we ..... and odd on the ground that, between themselves, they have allowed so much money of the company to be misspent. the application is one under section 235 of the indian companies act, 1913.18. two questions have been raised by way of defence on behalf of the directors. it has been urged that the application was time-barred and, secondly, it has been urged ..... that the directors acted in good faith and honestly and, therefore, they are not liable.19. the two defences .....Tag this Judgment!
Court : Kerala
Reported in : 111CompCas425(Ker)
..... normal course, allotment of shares which is resulting in an act of oppression would have been set aside. the finding that there was oppression is a finding of fact ..... order as far as dismissing c.p. no. 13 of 1999 filed by the company. therefore, m.f.a. no. 551 of 2001 is dismissed.10. with regard to c.p. no. 65 of 1999, the clb found clearly that there is oppression and the managing director of the company acted in an oppressive manner towards the petitioners. the clb found that, in the ..... the back on the appellants (majority shareholders before issuance of new shares) cannot be allowed to stand.16. in the above circumstances, since act of oppression was found in the allotment of shares to the managing director of the company, allotment of shares behind the back of the appellants should have been set aside by the clb. therefore, we allow m.f.a ..... sales-tax, etc. but, for those remittance, shares were not issued. for the alleged advance by the managing director to the company, the shares were subsequently issued without even giving an offer to the first appellant or with even giving an information. by this act, majority shareholder was reduced to a negligible minority and those who invested for starting the business are tried .....Tag this Judgment!
Court : Andhra Pradesh
Reported in : 1954CriLJ437
..... of the companies act alter the preparation of the balance-sheet and that the directors had complied with all the requirements in this regard, i.e., they prepared balance-sheet, got it audited, and called a general meeting which passed ..... is no proof whatsoever of their knowledge or intention to withhold the same. no doubt, under section 32, indian companies act the directors as well as every officer of the company is made responsible for forwarding the list in time, but, the liability of the directors depends, as already stated, on their knowledge and wilful action. the relevant clause of section 48 runs as follows ..... proof that the list was forwarded to the registrar in time was on the company and as it was not discharged, the company in our opinion, is responsible. we, therefore, maintain the fine of rs. 200 imposed on the company under section 50, hyderabad companies act.5. the question is: whether the directors who are appellants here should also be held liable for the same. their ..... it in july, 1946. the auditor's signatures followed on 30th july, 1946. it was admitted that the directors also held the annual meeting for the year 1945, in good time as provided in the companies act, and that the general body passed the same. it is, therefore, evident, that the annual general meeting for 1945 was held in consonance with the provisions .....Tag this Judgment!
Court : Andhra Pradesh
Reported in : 2000(2)ALD(Cri)212; 40CLA126(AP); 111CompCas361(AP); 2001CriLJ2729
..... questions of fact and law which have to be gone into during the trial.19. the complaint also makes an allegation in respect of violation of section 300 of the companies act which prohibits a director from taking part in the discussion of, or vote on, any contract or arrangement entered into, or to be entered into, by or on behalf of the ..... and read at the first meeting of the board after it is given . . .' 15. the gravamen of the offence of contravention of section 299 of the companies act, is the failure on the part of the director of a company to disclose his interest in any contract or arrangement or proposed contract or arrangement to be entered into by or on behalf of the ..... the companies act read as follows :'299. (1) every director of a company who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement, or proposed contract or arrangement, entered into or to be entered ..... enter into contract with kris engineers and in fact as stated in the complaint no such resolution could have been passed as out of four directors, three were interested, the said provision of section 299 of the companies act does not apply to the facts of the case and that there could be no contravention of the said provision.14. section 299 of .....Tag this Judgment!
Court : Mumbai
Reported in : (2000)102BOMLR187
..... i.p.c. and the question is of the liability of the company as such in the offences alleged and since the private limited company acts through its directors and since it has come on record that petitioner no. 1 was one of the directors, she cannot try to get out of the clutches of the provisions ..... of the i.p.c. by contending that she was not in charge of day-today affairs of the company.9. the ..... was contended that the petitioner no. 1 was at the relevant time acting as a dummy director of the original accused no. 1 m/s. polaris travels pvt. ltd. and she had no role to play in day-to-day affairs of the company and the complainant could not inspite of examining himself bring anything on ..... of his submissions. firstly, counsel for the complainant pointed out that the petitioner was not a dummy director but she has acted in the instant case i.e. in the transaction with the complainant as a managing director for which there was sufficient material with the complainant. secondly, two out of the four cheques issued ..... may be entertained by the court if the case is under section 138 of the negotiable instruments act or under some special statutes where only a person actively concerned with the day-to-day affairs of the company can be made accused. the case stipulated by the complainant is under i.p.c. i.e .....Tag this Judgment!
Court : Delhi
Reported in : ILR1995Delhi500
..... that power is not conditioned by such need.11. as far as the law is concerned, it is quite evidence that the directors of the company act in fiduciary capacity and if they in their discretion decide to issue shares for purposes of raising the funds, the only question for decision is whether the issuance of the ..... existing majority of shareholder.8. in this very judgment it was also laid down by the supreme court while giving interpretation to section 105c of the previous companies act, which is para materia with section 81 of the present companies act and it was held that the directors have a discretion in the matter of the increase of the capital when it says 'when the ..... directors decide to increase capital of the company' it means that it is within their absolute discretion to take the decision whether to increase the capital or not. it is ..... abuse is held proved, but it is equally settled that where directors have a discretion and are bona fide acting in the exercise of it, it is not the habit of the court to interfere with them. it may be noticed that when the company is in no need of further capital, directors are not entitled to use their power of issuing shares merely .....Tag this Judgment!
Court : Mumbai
Reported in : 37ITR50(Bom)
..... placed before the court positive material, which is unchallengeable and has not been challenged before us, to show that in fact the mills company acting through the director as well as the general body of the shareholders had taken a decision that the large amount of rs. 2,40,864-15-0 which had in that very year ..... in evidence that resolution is also to the same effect as the resolution of the board of director mentioned in the report of the directors. on this material it is extremely difficult to see how the first respondent could say or even suggest that the mills company had availed of the undistributed profit of the year 1952. it is obviously an error apparently ..... : year ending 31-12-1943year ending 31-12-1944year ending 31-12-1945.'4. the income-tax officer (first respondent) called upon the mills company to show cause why proceedings under section 35 (10) of the act not be taken for the assessment year 1952-53. it will be necessary for us to refer to that section a little later in our ..... stated year had been availed of as mentioned in that letter. there is nothing at suggest in that letter that he had acted on any data or material. the mills company in reply to the show cause notice stated that the company had made the distribution for calendar year 1952 out of the taxed profits of calendar years 1943, 1944 and 1945, being .....Tag this Judgment!