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Documents citing International Cotton Corporation (P) ... vs Bank Of Maharashtra And Anr. on 11 April, 1969

Thakur J.Bakshani vs Shriutivinda Agro Farms Pvt. Ltd on 14 July, 2005

The learned counsel appearing for the first defendant in C.S.No.877 of 2005/plaintiff in C.S.No.627 of 2008, by placing upon the said decision [International Cotton Corporation case (cited supra)] would submit that admittedly, the undertaking of the company was not disposed of and what was attempted to be disposed of under Ex.P6 was only immovable assets of the company and as such, resolution to that effect need not be passed in the shareholders meeting and therefore, the said transaction is perfectly valid. However, facts of the case would disclose that by passing a resolution, the Board of Directors had sought to hypothecate and mortgage the properties in favour of the bank and it was held that no part of undertaking of the company was disposed of in favour of the bank. However, in the case on hand, immovable properties of the third defendant company were sought to be disposed of in favour of the first defendant in C.S.No.877 of 2005/plaintiff in C.S.No.627 of 2008 under Ex.P6/Agreement for Sale.
Madras High Court Cites 75 - Cited by 1 - Full Document

Cds Financial Services (Mauritius) ... vs Bpl Communications Limited, Vectra ... on 21 December, 2001

53. According to Mr. Chagla the fact that by exercise of majority voting rights in general meeting the plaintiff may be in a position to take over control, cannot be equated with the de-facto management control. He drew our attention to the decision of the Supreme Court in International Cotton Corporation (P) Limited vs. Bank of Maharashtra l970 (40) Company Cases ll54 wherein the Supreme Court has held that the expression "control and management" under section 4A(b) of the Income Tax Act,l96l means de facto control and management and not merely the right or power to control and manage.
Bombay High Court Cites 52 - Cited by 47 - Full Document

Brooke Bond India Ltd. vs U.B. Ltd. And Others on 5 December, 1991

26. Although the two Mysore judgments relied upon by Mr. Cooper were both cases which arose under the Companies Act and, perhaps, could be said to be nearer home, these judgments are also not of much use in resolving the controversy that has been thrown up. In Yallamma Cotton's case [1970] 40 Comp Cas 466, a learned single judge of the Mysore High Court was concerned with a situation where the official liquidator of the company in liquidation had impugned the action of the creditor bank in taking possession of certain assets of the company in apparent exercise of its power as a mortgagee and charge-holder of the immovable and movable properties of the company. The mortgage had been created by the ex-director of the company. It was argued for the liquidator that the mortgage was beyond the powers of the board of directors under section 293(1)(b), and further that taking into possession the mortgaged property amounted to an act which was specifically prohibited by section 293(1)(a) as beyond the scope of the power of the board of directors, without ratification by the company in general meeting. In this context, the learned section (1) of section 293, and, as the said word was not defined in the Act, placing reliance upon the dictionary definition, the learned single judge observed (at page 485) :
Bombay High Court Cites 24 - Cited by 7 - B N Srikrishna - Full Document

Shrutivinda Agro Farms Pvt.Ltd vs Nova Dyeing And Printing Mills Ltd on 11 March, 2022

16. Again Mr.Satish Parasaran submitted that the trial Court has also held in paragraph-96 that on perusal of oral and documentary evidence, the Court is of the considered view that the first defendant is an agreement 33/95 https://www.mhc.tn.gov.in/judis O.S.A.Nos.191 & 192 of 2018 holder to buy the suit property. When the trial Court has given a finding in favour of the first defendant that the agreement, Ex.P6 is a bona fide transaction, the sale should also be held as bona fide, accordingly, the sale deed should have been directed to be executed. The learned Senior Counsel also submitted that the trial Court has also in paragraph-75 has given a finding in favour of the first defendant that admittedly, it is not the case of the plaintiff that the sale consideration fixed is low or inadequate and the consent of the General Body was not obtained and that his consent has also not been obtained, though he is a major shareholder, and the agreement is one-sided favouring the first defendant. Therefore, when the plaintiff has given his consent for the sale of plant and machineries of the third defendant company; that the plaintiff has also given his consent for the sale of land of the third defendant company for a valuable consideration; that he has also admitted that the advance of Rs.2,50,00,000/- paid by the first defendant has been utilized for settlement of the dues of the workers and also towards the loan of M/s Trident Textiles Mills Limited and when the plaintiff has failed to establish that the clauses in the Ex.P6 agreement for sale are prejudicial to the interest of the company and the sale agreement is 34/95 https://www.mhc.tn.gov.in/judis O.S.A.Nos.191 & 192 of 2018 a mala fide one, merely on the ground that Section 293(1)(a) of the Companies Act has not been complied with, the trial Court cannot dismiss the suit for specific performance, inasmuch as Section 293 is totally inapplicable to the present case. When the plaintiff has consented for the sale of plant and machineries, the plant and machineries of the third defendant company having been sold away in December, 2005, the third defendant undertaking ceased to exist, hence, Section 293 of the Companies Act will not be applicable to any non-existing company. Taking support from the judgment of a Division Bench of Karnataka High Court in International Cotton Corporation (P) Ltd., v. Bank of Maharashtra, (1971) 41 Comp Cas 226 (Kar), he has argued that the Division Bench, referring to the decision of the Apex Court in Secretary, Madras Gymkhana Club Employees' Union v. Management of Gymkhana Club, AIR 1968 SC 554, has held that the word 'undertaking' has been defined as any business or any work or project which one engages in or attempts as an enterprise analogous to the business or trade. The business or undertaking of the company must be distinguished from the properties belonging to the company. 35/95 https://www.mhc.tn.gov.in/judis O.S.A.Nos.191 & 192 of 2018
Madras High Court Cites 47 - Cited by 0 - T Raja - Full Document
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