Court : Mumbai
Reported in : 2003(5)BomCR421; 116CompCas1(Bom); 43SCL449(Bom)
..... the company. the government of india was entitled to vote on the resolution seeking approval of the scheme in any and every meeting of the ..... capital and preference share capital. while rejecting the contention that the appellant mihir h. mafatlal formed a separate and distinct class of a minority equity shareholder whose interest was likely to be adversely affected by the scheme, the apex court observed:--'...even though the companies act or the articles of association do not provide for such a class within the class of equity ..... not properly conducted and the resolution approving the scheme passed in the meetings of equity shareholders and creditors was not valid. point no. 3: the provisions of sica have an overriding effect. the scheme of arrangement proposed by the company under sections 391 to 394 of the companies act was in the nature of modification of the terms and conditions of the scheme of ..... the government of india formed a separate sub-class distinct from other preference shareholders.re point no. 2 22. dividend in respect of preference shares was unpaid for a period of more than two years. under clause (b) of sub-section (2) of section 87 of the companies act, the preference shareholders were therefore, entitled to vote on every resolution at any meeting of .....Tag this Judgment!
Court : Orissa
Reported in : 68SCL233(NULL)
..... in the said company petition no. 62 of 2003 the respondents also prayed for some interim reliefs in paragraph ..... association of the appellant no. 5-company. i, therefore, direct that the interim order dated 2-7-2003 of the clb ..... the relevant facts briefly are that the respondents filed company petition no. 62 of 2003 before the company law board ('clb'), principal bench, new delhi under sections 397, 398, 403 and 404 of the companies act, 1956 ('the act') alleging mismanagement and oppression of the minority shareholders by the majority shareholder, appellant no. 1, in the affairs of the company utkal motors (p.) ltd., appellant no. 5 ..... of directors of the appellant no. 5-company to hold any meeting without the consent of all the directors. any interim relief in terms of the said paragraphs 51(ii) and 51(v) of the company petition no. 62 of 2003 interferes with the rights of the board of directors and the shareholders under the companies act, 1956 as well as the articles of .....Tag this Judgment!
Court : Company Law Board CLB
Reported in : (2006)132CompCas13
..... that the right of inspection of documents and books of a company is not limited to the board of directors under section 209(iv) of the companies act, 1956. in order to prove the allegations made in a petition under section 397 and 398 of the companies act, 1956, the shareholders of the company are also entitled to be allowed inspection of the books of ..... bench is bound to impose suitable restrictions in transfer of shares in these companies. according to the first respondent company the shares of the respondent no. 7 company were freely transferable as per the provisions of the companies act and hence aws/mediaone was fully entitled to sell and transfer its shareholding to any third party". accordingly, aws transferred its shares held in the ..... account and other relevant papers of the company. where there are allegations and counter-allegations in the ..... petition regarding misuse of the funds of the company in an arbitrary manner, it is only with the .....Tag this Judgment!
Court : Supreme Court of India
..... all such contracts, leading to a complete chaos in the corporate world. the entire object of providing limited liability of shareholders under the companies act will be affected by such interpretation of law and in such case, the holding companies, public limited companies and the wholly owned subsidiaries will have to apply for consent and permission in case of change in the share- ..... this fact being brought to the knowledge of the competent authority having jurisdiction to permit and regulate the power to transfer the lease. law governing relationship between a company and its shareholders inter se has to be applied having regard to reality of a transaction and to effectuate the regulatory provisions dealing with subject. the constitutional principles and the regulatory ..... competent authority. the court was required to see the substance and not mere form. the judgments relied upon only stated the general principle of identity of the company being distinct from shareholders and directors which was subject to the doctrine of piercing the veil to discover the real nature of transaction when it was different from what was apparent. in ..... order dated 25th april, 2012 was that the document of transfer was to be executed within three months which was not done. further, the transfer of entire shareholding by the newly formed company was indirect way to transfer the lease for consideration by glku to utcl which was not legally permissible.11. the main issue framed by learned single judge .....Tag this Judgment!
Court : Company Law Board CLB
Reported in : (1999)98CompCas463
..... the interest of ecl agrotech limited. we therefore propose his removal as director of ecl agrotech limited, under section 284 of the companies act, 1956." in the extraordinary general meeting held on december 23, 1996, the shareholders unanimously resolved to remove the petitioner as a director, obviously on the basis of the statement of material facts. we have to ..... 1. this petition under section 397/398 of the companies act, 1956 ("the act"), has been filed by the petitioner hereinabove with the consent of twelve other shareholders, all together collectively holding 25 per cent. shares in ecl agrotech limited (the company), alleging acts of oppression and mismanagement in the affairs of the company. the main grievance of the petitioner is that he was ..... shareholding or equal participation in the management. the allotment of shares was made in response to the applications received. the company has not been formed on the basis of personal relationship among the petitioner and the respondents. even otherwise, thirty-one members cannot, in law, constitute a partnership and the company has been managed since its inception under the provisions of the companies act ..... the conduct of the petitioner shows that he has not come with clean hands, in the sense, he has acted in a manner prejudicial to the interests of the company as well as the shareholders and it is he who has acted in violation of mutual trust and confidence. when an action is taken against a wrongdoer, he cannot seek remedy .....Tag this Judgment!
Court : Company Law Board CLB
Reported in : (2001)106CompCas526
..... the directors the aforesaid offer is fair and reasonable and it would be in the interest of the company and its shareholders to accept the said offer. the members are aware that under section 293(1)(a) of the companies act, the consent of the company in general meeting is required to be obtained before the sale or disposal of the whole or substantially ..... of all the documents that they desire. we find that the company was fair enough to furnish a copy of the ..... the present case before us. the stand taken by the company before us is that the valuation reports contain certain sensitive information which would not be in the interest of the company to disclose. as per the provisions of the companies act, while the shareholders have a right to inspect certain statutory records of the company, yet such a right does not extend to inspection ..... 1. certain employee shareholders of m/s. phillips india limited (the company) have filed this petition under sections 397/309/402/403 of the companies act, 1956 (the act) alleging acts of oppression and mismanagement in the affairs of the company. these petitioners together with those who have given consent to file this petition collectively hold 0.02 per cent. shares in the company. the petitioners allege .....Tag this Judgment!
Court : Company Law Board CLB
Reported in : (2008)143CompCas726
..... facts of the case. i shall deal with this objection later on when i deal with the allegations connected with these issues, keeping in mind buckley on companies act according to which when shareholders agreements give rise to expectations on the parties to it so that when the expectations are thwarted, this could constitute conduct relating to affairs of the ..... one under section 397. the provisions of section 397 seeking relief against oppression can be invoked only when a shareholder feels aggrieved or oppressed that his rights as shareholder are being affected. a shareholder has certain rights conferred by the companies act which are statutory rights.sometimes, certain rights are conferred by the articles also like preemption rights in case of ..... recognized for relief in a proceeding under section 397.only in english law, under section 459 of the english companies act, the courts there in, have recognized this doctrine to decide whether a company has acted in an unfairly prejudicial manner against a shareholder, in terms of section 397, one can complain only against oppression and not on the ground of denial ..... morrison co. ltd. ilr 1972 1 cal. 286: (this judgment has been set aside by the division bench): section 397 of the companies act is not intended to feed every private grudge or differences between shareholders and is not intended to be exploited for any difference of views between members which could be largely and substantially redressed by invoking specific provisions .....Tag this Judgment!
Court : Income Tax Appellate Tribunal ITAT Delhi
Reported in : (1994)49ITD653(Delhi)
..... may be transferred by delivery of the warrant. the cumulative reading of the above clearly goes to shows that, insofar as the company is concerned, under the companies act, a person can be treated as a member or a shareholder, only when his name is entered in the register of members. mere physical holding of share scrips does not give such a ..... the physical possession of the shares with no rights as a shareholder against the company, cannot be treated as a shareholder of the company, because, it would be against the fundamental provisions of the companies act. he contended that, a person who could not be treated as a shareholder within the meaning of the companies act as a shareholder, could not be held to be so under the income- ..... conclusion is so arrived at on the basis of the provisions of the companies act.since, under the companies act, 1956, the assessee is not a shareholder of mll, under the income-tax act too, he cannot be held to the shareholder. when he is not a shareholder, any advance given by mll to him, could not be brought to tax by treating him as an owner ..... assessee could not be treated as a beneficial shareholder under the companies act, for the purposes of section 2(22)(e) of the income-tax act, the assessee could not be clothed as a beneficial shareholder. he contended that, since, the income-tax act had not defined a beneficial shareholder, the meaning of beneficial shareholder as understood under the companies act has to be necessarily adopted.he contended that .....Tag this Judgment!
Court : Mumbai
Reported in : 41CompCas377(Bom); 41ITR377(Bom)
..... of directors or rather the majority of the board of director which is controlled by tulsidas and they cannot be said to represent or reflect the opinion of the company acting through its shareholders. 48. it is also pertinent to note that section 300(1) makes a significant departure from the language used in the old section 91b. while section 91b provides 'and ..... , but for his vote, the resolution would not have been passed at the board meeting or that his vote was void. the company acting through it board of directors did not at any time place these facts before the shareholders. it is true that in the circulars which were issued by both sides the plaintiffs had mentioned that the solicitor-director was an ..... , headed 'sole selling agents; terms and conditions of appointment under section 294(5) of the companies act, 1956', the company law board called upon the company to clarify how the renewed agreement was proposed for approval of the shareholders without reference to the views of the board communicated to the company earlier. the concluding paragraph of that letter stated : 'from, the perusal of the renewed agreement ..... section 173(2) could make the meeting called invalid and no more, and if such a meeting was invalid, the companies act provided procedure for calling valid or regular meetings or for regularising irregular proceedings, a right which was open to every shareholder. the case of kalinga tubes ltd. v. shanti prasad jain was also a case under sections 397 and 398 of .....Tag this Judgment!
Court : Mumbai
Reported in : 2003(4)ALLMR496; 2004(1)BomCR120; 124CompCas728(Bom); 47SCL80(Bom)
..... noted this distinction between the definition of a 'private company' and a 'public company' in the relevant provisions of the indian companies act, 1913 which came up for consideration. the learned chief justice held that, therefore, 'only in the case of a private company by a legal fiction under section 2(13) of the indian companies act, joint shareholders are not to be considered as members but to ..... be treated as a single member'. on the other hand, ruled the court, in the case of a public company 'every joint shareholder is a member'. the court held that in the ..... case of public company 'when three or four persons agree to accept ..... the shares of the company, they do not constitute a single member as in the case of a private company, but as many members as there arc applicants'.30. section 87(1) of the companies act, 1956 makes a .....Tag this Judgment!