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Documents citing Shri Kishore Kundan Sippy And Shri ... vs Samrat Shipping And Transport Systems ... on 29 October, 2003

Bpl Communications Limited And Shri ... vs Shri T.P.G. Nambiar, Electro ... on 6 May, 2005

It is clear that the CLB has during the pendency of a petition under Sections 397 and 398 has wide and ample powers to make any interim order which it thinks fit for regulating the conduct of the company's affairs on such terms and conditions as appear to the CLB as just and equitable. Section 403 does not fetter the rights of any aggrieved party to make an application in the course of the pendency of a petition under Sections 397 and 398, whenever necessitated by a change in the circumstances for appropriate interim order(s) in order to regulate the conduct of the company's affairs. At any time during the pendency of a petition, any interim order passed may suitably be modified, in the event of any change in the circumstances, requiring such modification or if the CLB is satisfied of the circumstances requiring modification on the lines of the principles enunciated in Order 39, Rule 4 CPC, which can be applied to the proceedings before the CLB, as held by this Board in Shri Kishore Kundan Sippy v. Samrat Shipping & Transport Systems Pvt. Ltd. (supra). There is, therefore, no merit in the plea of the respondents advanced in this behalf. The arguments advanced on behalf of the petitioners before grant of the interim order dated 11.02.2005 and the subsequent modification thereof by the order dated 17.03,2005 will throw light on the question whether the petitioners are justified to claim the various interim reliefs now sought by them. Towards this end, a summary of the arguments is given as under:
Company Law Board Cites 47 - Cited by 0 - Full Document

Jitendra Virwani vs Mro Tek Reality Limited & Ors on 4 October, 2023

"18. These observations from the four cases referred to above apply to Section 397 also which is almost in the same words as Section 210 of the English Act, and the question in each case is whether the conduct of the affairs of a company by the majority shareholders was oppressive to the minority shareholders and that depends upon the facts proved in a particular case. As has already been indicated, it is not enough to show that there is just TA No. 94/2021 in Comp App (AT)(CH) No. 363/2019 84 of 225 and equitable cause for winding up the company, though that must be shown as preliminary to the application of Section 397. It must further be shown that the conduct of the majority shareholders was oppressive to the minority as members and this requires that events have to be considered not in isolation but as a part of a consecutive story. There must be continuous acts on the part of the majority shareholders, continuing up to the date of petition, showing that the affairs of the company were being conducted in a manner oppressive to some part of the members. The conduct must be burdensome, harsh and wrongful and mere lack of confidence between the majority shareholders and the minority shareholders would not be enough unless the lack of confidence springs from oppression of a minority by a majority in the management of the company's affairs, and such oppression must involve at least an element of lack of probity or fair dealing to a member in the matter of his proprietary rights as a shareholder. It is in the light of these principles that we have to consider the facts in this case with reference to Section 397.
National Company Law Appellate Tribunal Cites 171 - Cited by 0 - Full Document

C.G. Holdings Private Limited And K.C. ... vs Cheran Enterprises Private Ltd. And ... on 17 July, 2006

They are (i) there must be a right to some relief against such party in respect of the matter involved in the proceedings in question (ii) it should not be possible to pass an effective decree in absence of such party, which have been followed by this Board in Kishore Kundan Sippy and Sri Kundan Hashmatrai Sippy v. Samrat Shipping & Transports Systems Pvt. Ltd. (2003) 115 CC 868.
Company Law Board Cites 12 - Cited by 2 - Full Document

Liz Investment Private Ltd. vs Far Pavilions Tours And Travels Private ... on 9 June, 2005

Even though, Shri Choudhary contended that the 11th respondent was meant to be a subsidiary of the 1st respondent company and only paper work remained to be completed to make the 11th respondent a subsidiary of the 1st respondent, yet, the stand of Shri Manmohan Singh, counsel for the 11th respondent appears to be contradictory. Both of them, while suggesting certain interim reliefs, appeared to be in the impression that protection should be restricted to the amount of Rs. 2.85 crores. When the petitioner alleges highjacking of a corporate opportunity, it does not restrict only to the amount of Rs. 2.85 crores but the hotel project as a whole. The decision of this Board in Samrat Shipping case (supra) appears to be applicable. But at the same time, I do not approve, especially in the absence of any prayer in the petition that the 11th respondent should be restrained from proceeding with the hotel project, as such an order would not be in the interest of anyone, leave alone, creating unnecessary further legal proceedings. The counsel for the contesting respondents have not argued as to how the grant of interim reliefs sought for by the petitioner would prejudicially affect either the contesting respondents or the hotel project. Since from the agreements, I prima facie find that a possible corporate opportunity has been taken away from the 1st respondent company by the 10th respondent and the 11th respondent, to protect its interest, the 1st respondent company should have a say in the affairs of the 10th and 11th respondents and accordingly I direct that the petitioner shall nominate 3 directors on the Board of 10th and 11th respondents and that status quo in the shareholding of the 10th and 11th respondents should be maintained as of date and that the bank accounts of the 10th and 11th respondents shall be operated jointly by one of the existing directors and one of the directors nominated by the petitioner. All decisions regarding further construction of the hotel project and financing thereof shall be taken only in Board Meetings. One of the terms of the agreement is that if the 3rd respondent ceases to be a. director of the 1st respondent company, all the benefits arising out of the agreement would vest in him. I am of the prima facie view that no fiduciary can have such a clause incorporated in an agreement entered into on behalf of a company and as such I find merit in the prayer of the petitioner that the 3rd respondent should be restrained from resigning as a director of the 1st respondent company and accordingly grant the said prayer. The earlier interim order will stand vacated only after the petitioner nominates 3 directors on the Board of 10th and 11th respondents and authority to operate the bank accounts jointly as stipulated in this order is filed with the banks. The earlier order does not apply to the bank accounts of the 1st respondent company.
Company Law Board Cites 2 - Cited by 0 - Full Document
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