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Judgment Search Results Home > Cases Phrase: indian partnership act 1932 section 36 rights of outgoing partner to carry on competing business Court: company law board clb Page 1 of about 1 results (0.053 seconds)

Sep 04 2006 (TRI)

D. Srinivasan, Gautham S. Varad, Vs. H.S. Viswanath, Mohan Reddy and

Court : Company Law Board CLB

Reported in : (2007)75SCL59

..... third respondent, represented by v. srinivasa raju, one of the partners of the firm. by virtue of sections 19 & 21 of the indian partnership act, 1932 an individual partner can carry on the business of the firm and his acts are binding on the firm and its partners. therefore, the execution of the sale deed by v. srinivasa ..... ,the clb cannot adjudicate the validity of the sale deed and can only be challenged in a competent civil court. the clb has no jurisdiction under section 402 to grant any relief affecting the right of the third respondent, being a third party in relation to the affairs of the company. ..... substantive oral evidence, which is beyond the scope of the present summary proceedings. the parties, therefore, must be relegated to a competent civil court for agitating their rights in the matter. o v. srinivasa raju, had no authority to represent the third respondent firm and therefore, was not empowered ..... or without obtaining an order of a competent civil court, as prescribed in section 31 of the specific relief act. the powers which are exercisable under section 31 of the specific relief act can be exercised by the clb, invoking the provisions of section 402(f) of the act. the clb is a court as ..... the company and join as petitioners in the first company petition. the subject matter of the present proceedings can be agitated only in a competent civil court, in the light of the issues relating to the validity of the purchase of the property involved for adjudication by the clb, .....

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Jul 15 1999 (TRI)

Atmaram Modi Vs. Ecl Agrotech Ltd. and ors.

Court : Company Law Board CLB

Reported in : (1999)98CompCas463

..... not, without the consent of his co-partners carry on any business in competition with the firm". thus, we are of the view that by starting the new company, the petitioner had acted in breach of the partnership agreement and therefore the other partners were not obliged to comply with the terms of the said agreement. further, the act of taking away heinz is not only against ..... that there has been a failure of mutual trust and confidence brought about by the acts of the respondents, then such acts would justify winding up of the company on just and equitable grounds as in a case of a partnership in terms of section 45(g) of the indian partnership act. he further submitted, that even though there are thirty-one shareholders, as a group there ..... counsel for the respondents, relying on shanti prasad jain v. kalinga tubes ltd. [1965] 35 comp cas 351 (so, in a section 397 petition, acts of oppression should be in the matter of one's proprietory rights as a shareholder. this right does not extend to one's claim to the office of a director as held in v. m. rao v.rajeswari ramakrishnan ..... comp cas 518 (clb) we did not adopt the date of the petition as the date of valuation, as in that case filed in 1994, the company had issued further rights shares and these shares were allotted late in 1997. therefore, we directed that the valuation should be based on the balance-sheet as on march 31, 1998. as far as .....

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Jan 31 2007 (TRI)

Chatterjee Petrochem Vs. Haldia Petrochemicals Ltd. and

Court : Company Law Board CLB

Reported in : (2008)143CompCas726

..... in a. lakshmanaswami mudilar v. lic , it has been held that a company is competent to carry out its objects specified in the memorandum and cannot travel beyond the objects and when a ..... section 397 of indian companies act. this board has consistently applied the doctrine of "legitimate expectations" in a number of cases taking into consideration the nature of the companies involved viz. closely held companies, family companies and companies in the nature of quasi partnership, on the ground that limiting the interests of shareholders strictly to the legal rights ..... even though the company was incorporated in 1985, yet, even with the induction of two stalwart business groups like rpg and tatas successively, the 2^nd and 3^rd respondents could not commence ..... debt equity ratio at 2:1. the related percentage of equity would change if additional partners were inducted in consultation with all the three parties. none of the parties was to ..... allotting the impugned shares to ioc and also for a direction to wbidc/gowb to transfer 36% shares held by wbidc to the petitioners. thereafter, when it was revealed that shares ..... in a petition under section 397/398, that one of the parties should sell its shares to the other, with the view to ensure that the outgoing party gets a fair ..... act, when one party to the contract refuse to perform his obligation there under, relieves the other party from other obligation under the contract. similar decisions can be seen in satgur prasad v. harnarayan das air 1932 .....

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Dec 12 2001 (TRI)

Ultrafilter (India) Private Vs. Ultrafilter Gmbh

Court : Company Law Board CLB

Reported in : (2002)112CompCas93

..... section 398.atmaram modi v. ecl agrotech (1999 98 cc 463) it is held that a partner should not carry on any business in competition with the firm. in the course of business of a partnership, a partner is entitled to have certain legitimate exceptions as has been held in elgindata ltd. (1991 bclc 959) and re a company (1997 2 bclc 1). (xi) the partnership act, 1932 ..... per the recent government guidelines, no foreign collaborator can start a competing business against the joint-venture company without government approval and that too without the consent of the indian partner. therefore, as long as the 'shareholders agreement' continues, the respondent cannot start any competing business in india.in regard to the contention that partnership principles can be applied only incase of a deadlock, shri raghavan ..... minority, it has veto powers in the board meetings. further, as rightly pointed out by shri raghavan, even the shareholder agreement has been termed as "shareholder partnership agreement", evidencing the fact that the intention of the parties had been to carry on the business of the company as that of a partnership. therefore, we have no hesitation to hold that the company is ..... attempt of the respondent to gain control of the company is concerned, it is to be noted that the increase in the shareholding was being discussed between the parties right from 1992.as a matter of fact a telex sent by the second petitioner to the respondent on 1.3.92 reads: "i am pleased to inform you that .....

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Aug 11 1994 (TRI)

In Re: Amrit Banaspati Co. Ltd.

Court : Company Law Board CLB

Reported in : (1995)83CompCas789

..... is a circular of the department of company affairs stating that a partnership firm not being a "per on" as contemplated under section 41 of the companies act, cannot be a member of a company.though these provisions were contained in the earlier act as well (indian companies act, 1913), the practice of registering partnership firms as members had continued. even the government decided to issue a ..... name and style of "firms shares trust" and transfer all the impugned shares as set out in the annexure hereto in the name of the trustee subject to section 153 of the companies act. the company shall correspondingly issue duplicate certificates which will be in the custody of the trustees. all the expenditure in the creation of the trust will be borne ..... members. though in pursuance of this administrative circular, the company on its own started the process of making the necessary corrections by getting the shares transferred in the names of partners of such firms it was unable to trace the individuals behind 88 firms which hold 16,704 equity shares and 1,019 preference shares. the list of these firms along ..... evidence regarding entitlement.any bonus shares that may accrue in respect of these shares will also be allotted to the trust but the trust will not be entitled to any rights issue in respect of these shares. the trust will not dispose of these shares under any circumstances except by way of transfer to legally entitled claimants. dividends in respect of .....

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Dec 05 2000 (TRI)

Church of South India and ors. Vs. Madras Christian College

Court : Company Law Board CLB

..... the company. the first petitioner is an unregistered religious association of persons without any statutory personality. the first petitioner neither constitutes a firm within the meaning of the indian partnership act. the first petitioner being an unregistered and uncertain floating body of individuals cannot constitute a legal person. the first petitioner cannot, therefore, be admitted and had ..... , principles of trust should be made applicable. members of the first respondent company became the trustees, whose action is questionable by the beneficiaries invoking the provisions of section 92 of the civil procedure code. the beneficiaries are entitled to institute a suit for proper administration of the college and other reliefs and, in this connection, harikrishnan relied ..... as members of this company as hereto-before and no amendment to the articles depriving the first petitioner of this right and putting any other obligation, financial or otherwise, for continuing to have six members shall be carried out by the company. articles containing any such provision shall also not be approved by the central government. ..... of such monies. (xviii) construction of a number of hostels, quarters, buildings without prior approval of the competent authority. (xix) permitting operation of bank branch within the campus of the college without proper approval of the competent authority. (xx) ill-treatment of teachers and non-payment of retirement dues to retired teachers.according to the petitioners .....

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Jan 10 2007 (TRI)

Shri Subash Hastimal Lodha and Vs. Manikchand Promoters and

Court : Company Law Board CLB

Reported in : (2007)1CompLJ420

..... times more than petitioner ) not getting board notices, non-involvement in the business plan, not allowing participation in the management etc.can not be a complaint under section 397. it was contended that the respondent no. 1 is not a quasi partnership. in any case the petitioner was continues to be a member on the ..... years. it was pointed out that the respondents have produced the case law from software and head notes only which is not admissible under the indian evidence act and have also failed to provide copy of full order published in journals and further that the respondents have failed to give reply to para ..... -2 as a business partner and hence the petitioners are willing to part company with the respondent no. 1 at a fair valuation for their shares which may be purchased by the respondent company and/or by the respondents or alternatively the clb may order division of the property rights of the respondent ..... ltd. (uk) v.caparo maruti ltd. 17.128 (2006) oct -425 page 448 para 36 relied upon by the petitioners, it was argued, - is also in favour of respondents.the petitioners have cited para 36 page 448 in support of their claims.the findings on the basis of that para as noted in ..... the respondent no. 1 company on 16.2.1997. the business of the respondent no. 1 company was to run on the partnership basis between the petitioners and the dhariwal family members. the main object of the company is to carry on the business as developers and builders and to purchase, sell, resell, give .....

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Dec 05 2001 (TRI)

Jagjit Singh Chawla and ors. Vs. Tirath Ram Ahuja Ltd. and ors.

Court : Company Law Board CLB

Reported in : (2004)119CompCas385

..... effect in the articles, no one can, relying on customary practice, even assuming it was so, claim representation on the board as a matter of right. further in the present case, the petitioners are carrying on a competing business and are participating in tenders participated by the company. therefore, to induct a representative from the petitioners' side on the board of the company would ..... shares were issued by which shares were issued to all the 6 brothers. the issue and allotment of shares were challenged on the ground that in terms of section 105c of the 1913 indian companies act, before issue and allotment of shares to outsiders, the then four shareholders who were the signatories to the memorandum alone should have been offered shares and since ..... one family control the company, in exclusion of the members of the other two families, it is a great act of oppression. in the case of a partnership in which all the partners have been in active management, exclusion of one of the partners from the management would merit dissolution of the partnership on just and equitable grounds. since this company is a de facto ..... held in k.n. bhargava v. trackparts of india ltd. [2000] 36 cla 291 (clb) ; [2001] 104 comp cas 611 that if the facts and circumstances of a case reveal that a company is in the nature of partnership, holding of shares by outsiders would not affect the application of partnership principles. as a matter of fact, in that case the company was .....

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Jul 26 2004 (TRI)

Pearson Education Inc. (Formerly Vs. Prentice-hall of India Pvt. Ltd.,

Court : Company Law Board CLB

Reported in : (2004)56SCL365

..... a shareholder cannot be liberally applied. in the present case, more than carrying on a competing business, what is more important is the pending civil proceedings between the petitioner and the company. the proceedings are in relation to the right of the company to publish the titles of the petitioner and the right of the petitioner to publish the same titles in india. therefore, to ..... but the company has declined. mere change in the name of a company holding shares in another company does not mean that there is any transfer of shares. section 23 of the indian companies act permits a company to change its name. there is a catena of judgments to the effect, that a mere change in the name of a company does not ..... first five directors of the company, the petitioner had three of its nominees. the company was to be managed, as a quasi partnership between the petitioner and late dr. v.d. laroia with the petitioner being the dominant partner. for a long time the managing directors of the company were persons nominated or approved by the petitioner. the company was doing well ..... attorney is construed in this manner, then, shri oberoi had the power to file this petition on behalf of the petitioner company which is a shareholder of the respondent company.36. yet, another objection of the respondents is that the affidavit verifying the petition signed by shri ravi oberoi is not in accordance with the clb regulations. the affidavit verifying the .....

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Sep 18 2001 (TRI)

Praful M. Patel Vs. Wonderweld Electrodes (P.) Ltd.

Court : Company Law Board CLB

Reported in : (2003)115CompCas377

..... 2. shri vidhya shankar, the counsel, appearing for the petitioner submitted that this company was incorporated on 23-6-1988 to take over the business of an erstwhile partnership firm. in this partnership firm, there were three identifiable groups of partners. the proportion of profit-sharing was - petitioner's group 60 per cent, respondent's group 30 per cent and one mr. mahendra ..... received from the company after the conclusion of the agm had omitted the words 'right issue'. the very fact that the company is in the nature of the quasi-partnership with specified percentage of shares, any disturbance in the shareholding position without the consent of the partners is a grave act of oppression, meriting winding up of the company on just equitable grounds.therefore ..... gaekwad v. sangramsinh p. gaekwad [1996] 1 comp. lj 72 (guj.). in this connection, the learned counsel cited few other cases also.the company needed funds to expand its business and consulted the petitioner for mobilization of additional funds for the company. he did not evince any interest to subscribe to further shares and, therefore, it became the responsibility of ..... the present case, the complaint is of a single act of allotment of shares, an isolated act and as such cannot be considered to be an act of oppression as has been decided in maharani lalita rajya lakshmi v. indian motor co. (hazaribagh) ltd. [1962] 32 comp. cas. 207 (cal.). the provisions of this section can be invoked only when the substratum of the company .....

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