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Documents citing Yashovardhan Saboo vs Groz-Beckert Saboo Ltd. And Ors. on 22 October, 1992

Shri M.S.D. Chandrasekar Raja vs Shree Bhaarathi Cotton Mills Private ... on 16 August, 2004

When the petitioner convened the Board meetings during pendency of the company petition, the second respondent did not choose to attend any of the meetings on the ground, inter-alia, that the matters as per the agenda are subjudice before the CLB, resulting in protracted correspondence (pages 69-73 of company petition & pages 3 to 21 of vol.11 filed by the petitioner) in this behalf. The sequence of events as borne out by the various correspondence on record show the irreconcilable differences and the great animosity developed between the petitioner and the second respondent resulting in a deadlock situation. When the petitioner and the second respondent are equally strong in shareholding, and where there is equal participation in the day-today management of the Company, being a domestic company, and one is unable to oppress the other, there may be a deadlock if not oppression. The CLB in Yashovardhan Saboo's case (supra) after considering the facts of that case held that even if a case of oppression is not established, substantial justice could be done by giving relief between the parties. When deadlock in the management is established the only solution that could put an end to this dispute is severing of the relationship by sale of shares by one party to the other. The charges levelled by the second respondent against the petitioner in several of the paragraphs of the reply statement categorically show that the parties have lost mutual trust and that it would be impossible for them to work together even if an independent chairman is appointed. It is on record that the second respondent's grand father had started a partnership firm, which subsequently became the present Company vested with the petitioner and the second respondent. As the Company has been established on the basis of trust and confidence between the shareholders and such mutual trust and confidence has broken down as seen from the instances narrated above, it is just and equitable that the Company should be wound up, which would be against the interest of the Company, especially when it is a profit making company.
Company Law Board Cites 10 - Cited by 2 - Full Document

Shankar Sundaram vs Amalgamations Ltd. on 18 October, 2000

10. Arguing further, the learned counsel submitted that the entire Amalgamation group is nothing but a family group and therefore, even if no case of oppression and mismanagement is made out, with a view to put an end to the disputes between the parties, the Bench has all powers to do justice. He also pointed out to page 74 of the petition, where in the petitioner had made some suggestions as to how the interest of the petitioner could be secured and submitted that the petitioner would be willing to accept any of the alternatives suggested therein. According to him, even the CLB can direct one of the options being implemented as all the options are within the ambit of the powers of the CLB in terms of section 402. On this proposition he relied on Needle Industries India Ltd. v. Needle Industries Newey (India) Holdings Ltd. AIR 1981 SC 1298, Yashovardhan Saboo v. Groz Beckert Saboo Ltd. [1993] 1 CLJ 20 (CLB), Bollon Engg. Co. Ltd. v. T.J. Graham [1956] 3 AER 624.
Company Law Board Cites 53 - Cited by 6 - Full Document

Tenneco Mauritius Limited vs Bangalore Union Services Limited, Dr. ... on 9 December, 2002

In Groz- Beckert case cited by Shri Kapur, both the sides used their veto powers in various board meetings and the dead lock situation was clearly established. In the present case, the Indian Block did not attend the Board meeting on 05.02.2002 convened with a day's notice, and the Foreign Block took unilateral decisions in that meeting, notwithstanding the fact that no proper quorum was present in that meeting. Therefore, the claim of the Foreign Block that the Indian Block had created a situation of deadlock cannot be sustained, especially when the issue relating to recapitalisation was still under discussions. Shri Kapur cited the case of Standard Chartered Bank on the proposition that if a shareholder refuses to approve the restructuring of capital, which if not done, would be injurious to the interest of the company, the court can pass appropriate orders. In the present case, as recorded earlier, the recapitalisation had not reached a finality for us to come to the conclusion that the Indian Block has rejected the recapitalisation proposal. The refusal of the Indian Block to approve the increase in the authorized capital in the EOGM, even though would indicate a status of dead lock, yet, since the decision to seek approval of the general body was taken by the Board unilaterally, such refusal cannot be held against the Indian Block. Shri Kapur relied on 1992 BCLC 1016 to the proposition that Articles cannot prescribe for special resolution for amending the Memorandum when in terms of the provisions of the Act, ordinary resolution is sufficient. We are of the provisions of the Act, ordinary resolution is sufficient. We are of the view that provisions in the Articles which are not in the nature of diluting the provisions of the Act but are more stringent, cannot be held to be invalid. For instance, if the Act provides for Special resolution and the Articles provide for ordinary resolution, then, such provision can be declared as invalid. In view of the non approval of the proposal to increase the authorized capital by a special resolution in terms of Articles, the amount of Rs. 11 crores brought in by the Foreign Block, which was ordered to be treated as share application money, will now be treated as loan to the company. In view of this, granting the prayers of the Foreign Block for directing the allotment of shares to itself and for direction to Indian Block to subscribe their share to the equity capital of the Company does not arise.
Company Law Board Cites 29 - Cited by 3 - Full Document

Karedla Suryanarayana And Ors. vs Ramadas Motor Transport Limited And ... on 18 June, 1999

In Yashovardhan Saboo v. Groz-Beckert Saboo Ltd. [1995] 83 Comp Cas 371 (CLB), even though the allegations raised in the petition were not found to have been established, considering the fact that it would be in the interest of the company that the petitioners' shares should be purchased by the respondents, the Company Law Board directed accordingly. The petitioners are closely related to the second and third respon-
Company Law Board Cites 21 - Cited by 6 - Full Document
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