UNION OF INDIA v. SATYAM COMPUTERS SERVICES LTD. & ORS
[Decided on 9.1.2009]
Companies Act, 1956 - Sections 388B, 397, 398 and 408 – Financial mismanagement - Whether board of directors to be removed - Held, yes.
Brief Facts: The Respondent Company indulged in grave financial mismanagement practices due to which its Chairman resigned. The Central Government applied to the CLB for the removal of the Board of directors and to appoint its directors to manage the respondent company. Decision: Petition allowed.
BINAYAK SARKAR v. SHUVAM WATCH STRAPS (P) LTD. [Decided on 02.05.2008]
Companies Act, 1956 - Section 433 - Winding up – Creditor partnership firm comprising father and son - Father died and assets of the firm fell in the hands of son - son filed winding up petition against respondent company - Whether son has locus standi to file the petition - Held, Yes.
GOPIKA CHANDRABHUSHAN SARAN & ANR. V. XLO INDIA LTD. & ANR. S.B.Sinha & Dr.Mukundakam Sharma, JJ. [Decided on 12.02.09]
Companies Act, 1956 - Section 630 - House allotted to MD – Legal heirs of the MD - Whether company claim house from them - Held, Yes.
KIRTILAL DALIDAS DIAMONDS EXPORTS P. LTD., In re [(2009) 148 COMP CAS 607 (BOM)] A.M. Khanwilkar J. [Decided on 29. 02. 2008]
Companies Act, 1956 - Section 394 – Amalgamation – Transferor a partnership firm - Can be merged with transferee company - Held, Yes.
KWALITY ICE CREAMS (INDIA) P. LTD., In re. [(2009)148 COMP CAS 631 (CLB)] S. Balasubramanian (Chairman) [Decided on 25.09.2008]
Companies Act, 1956 - Section 17 - Shifting of registered office from one State to another - Labour litigation pending before court - employees objecting to transfer - Whether sustainable - Held, No.
A.E.AL AMEEN & ORS. v. ILAYANGUDI MUSLIM EDUCATIONAL ASSOCIATION
[Decided on 20.03.2009]
Companies Act, 1956 - Section 397 - Induction of 48 members on a single day - Whether impermissible - Held, No.
STATE OF GUJARAT v. O. L. OF KENGOLD (INDIA) LTD. [(2009) 149 COMP CAS 625 (GUJ.)] K.A. Puj, J. [Decided on 15.05.2008]
Companies Act, 1956 - Section 529A and 530- Sales tax dues - Properties of the company sold in public auction - State claimed payment of sales tax dues from the auction purchaser – Whether dues have priority over the dues of secured creditors - Held, No.
ELPRO INTERNATIONAL LTD., In re [(2009) 149 COMP CAS 646 (BOM)] Dr. D.Y. Chandrachud, J. [Decided on 22.06.2007]
Companies Act, 1956 - Section 101 - Selective reduction - Reduction of capital -Company sought to extinguish and cancel shares held by 25% of the shareholders - Whether permissible - Held, Yes.
PANKAJ ALUMINIUM INDUSTRIES P. LTD. v. PANKAJ EXTRUSIONS LTD. [Decided on 22.07.2008]
Companies Act, 1956 - Section 433 - Winding up - Prior legal proceedings pending before the High Court - Whether petition to be admitted - Held, No.
MEKASTER VALVES AND ENGINEERING SERVICES P. LTD., [Decided on
06.05.2008]
Companies Act, 1956 - Section 394 - Scheme of amalgamation - shareholders approved the scheme - Whether provisions of sections 17, 21, 94 and 97 of the Act have to be separately complied with - Held, No.
ADVANCED MEDICAL OPTICS INDIA P. LTD., [Decided on 28-1- 2009]
Companies Act, 1956 – Sections 78 and 100 to 104 – Capital reduction- Reduction to write off accumulated losses – Articles of association permitting reduction – Special resolution passed accepting reduction – Creditors’ rights not prejudiced – No objection from any person to proposed reduction- Whether Reduction could be sanctioned- Held, Yes.
RASHTRIYA MILL MAZDOOR SANGH v. OFFICIAL LIQUIDATOR, HIGH COURT, BOMBAY [Decided on 18-12-2008]
Companies Act, 1956 – Sections 529, 529A and 530 read with Rules 6, 9 and 179 of the Companies (Court) Rules, 1959 and Section 34 of the Code of Civil Procedure, 1908, Winding up – Distribution of assets – Workmen’s dues – Payment of interest – Whether payment of interest arise only if there is surplus – Held, Yes.
SEQUENT SCIENTIFIC LTD. In re., Khanwilkar A. M. J [Decided on 16-6-2009]
Companies Act, 1956 – Sections 391 and 394 – Scheme of amalgamation - Objection by intervenor having supply agreement with transferor company that scheme in breach of agreement – Whether objection tenable – Held, No.
SUNAIR HOTELS LTD. v. REGISTRAR OF COMPANIES [Decided on 2-7-2008]
Companies Act, 1956 – Sections 397, 398 and 399 – Death of shareholder – Petition by legal heir and minority shareholder – Transmission of shares in favour of another person on basis of nomination – Registered will of deceased shareholder bequeathing shares in favour of legal heir undisputed – Shares registered in favour of another person on basis of nomination – Whether nominee is entitled to the shares – Held, No.
SHRIDHARKRUPA BUILDERS AND REALTORS P. LTD. v. MAHEN J. DHOLAM [Decided on 16-3-2009]
Companies Act, 1956 - Section 163- Shareholder Director-Right to inspect records-Refusal by company- Whether has Locus standi- Held, Yes. Whether Company Law Board has Jurisdiction to advise RoC to initiate prosecution proceedings against company-Held, No.
A. L. MUDALIAR v. ASSISTANT REGISTRAR OF COMPANIES [Decided on 5-8-2009]
Companies Act, 1956 - Sections 159 and 162 - Offence by company —Director’s Liability—Failure to file balance sheet and profit and loss account—Non-executive director resigning before date of default—Proceedings initiated against ex-director –Whether proceedings to be quashed- Held, Yes.
HINDALCO INDUSTRIES LTD., In re. [2009] 151 COMP CAS 446 (BOM) Khanwilkar A.M. J [Decided on 22-6-2009]
Companies Act, 1956 – Sections 100 and 394 - Scheme of arrangement- of objector—Objector neither shareholder nor creditor- Whether he has any locus standi to file objection- Held, No.
KOTAK MAHINDRA BANK LTD. v. SUBHIKSHA TRADING SERVICES LTD
[Decided on 28-8-2009]
Companies Act, 1956 – Sections 433(e), (f), 434 and 439 – Winding up- Inability to pay debt – Just and equitable ground – Company in financial crisis – No scope for restructuring its debts – Debts due not disputed – Unable to protect its assets – Whether Petition to be admitted – Held, Yes.
AUROBINDO PHARMA LTD. v. ANIL KUMAR PODDAR [Decided on 14-8-2009]
Companies Act, 1956 – Section 284(4) – Removal of directors – Notice by shareholder seeking removal of director for failure to supply records sought for – Documents sought for supplied and inspection of records offered – Rights of member abused – Whether company should place notice before general body meeting – Held, No.
RAMCO SUPER LEATHERS LTD. v. DHANALAKSHMI BANK LTD [Decided on 17-8-2009]
Companies Act, 1956 – Sections 391 & 394 – Scheme of amalgamation and demerger – Secured creditor – Banks – Stipulations in loan agreements that company would not undertake any amalgamation or reconstruction without prior permission of banks – Material facts not placed before sanctioning court – Scheme sanctioned without notice to banks – Order of sanction modified to be subject to approval of secured creditors – Whether the modification is valid –
Held, Yes.
DHARAMSHIL COLD STORAGE P. LTD. V. UNION OF INDIA [Decided on 16-10-2009]
Companies Act, 1956 – Section 560 – Register of Companies – Restoration of name of company – Notice issued to company not granting three months to show cause nor published in Official Gazette as stipulated under section 560(3) – Name of company struck off for failure to file returns for three years –Whether correct – Held, No.
A. MYLSAMY v. SRI GAJENDIRA PAPER AND BOARDS P. LTD. [Decided on 27-10-2009]
Companies Act, 1956 – Sections 166(2) and 403 – Annual general meeting – Place of meeting – Notice calling for meeting at registered office – Application to direct holding of meeting at factory premises – Whether such directions can be given – Held, No.
S. PEER MOHAMED v. S. M. MOHIDEEN AHAMED SHAW [Decided on 11- 9-2009]
Companies Act, 1956 – Sections 397, 398 and 399 – Petition for relief – Maintainability – Failure to produce share certificates to prove petitioner’s shareholding – Annual return disclosing petitioner holding less than 10 % of issued and paid-up capital of company-Whether petition is maintainable
– Held, No.
RANBAXY LABORATORIES LTD. v. DR. JAYARAM CHIGURUPATI [Decided on 21-10-2009]
Companies Act, 1956 – Sections 260 and 287(2) – Quorum for Board Meeting – Board meeting convened by single director on account of resignation of two directors to appoint two additional directors to constitute quorum – Whether such appointment is valid – Held, Yes.
INDOWIND ENERGY LTD. v. ICICI BANK LTD [Decided on 21-10-2009]
Companies Act, 1956 – Sections 397 and 398 – Oppression and mismanagement – Petition for relief – Non-declaration of dividend – Whether amounts to oppression and mismanagement – Held, No.
C.L. MUTHIAH v. POWER SOAPS P. LTD. [Decided on 2-12-2009]
Section 21 & 23 of the Companies Act, 1956 read with sections 138 & 142 of the Negotiable Instruments Act, 1881 – Dishonour of cheques – Change in name of company – Cheques drawn in earlier name of company – Whether the complaint to be quashed – Held, No.