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Documents citing G.L. Dalmia And Ors. vs Bateli Tea Company Limited, Belgachi ... on 22 August, 2006

Shri J.K. Paliwal And Shri B.K. Paliwal vs Paliwal Steel Ltd. And Ors. on 31 May, 2007

I find that the respondents' contention that since the petitioners have not come with clean hands their reliance on the CLB's decision in Giridhar Gopal Dalmia's Case (Supra) is misplaced untenable. As said earlier the respondents have failed to make a case of unclean hands of the petitioners. In this regard the CLB's finding as given below deserves to be mentioned.
Company Law Board Cites 14 - Cited by 2 - Full Document

Shri Rajesh K. Shah And Mrs. Usha R. Shah vs Sahakar Caterers And Restaurants Pvt. ... on 28 May, 2007

23. Considering the facts and circumstances of this case, as well as the legal submissions made in this behalf, I find that the preliminary objections raised by the respondents are not tenable. The respondents have failed to make out a case of delay in filing this petition. It is a composite petition by minority shareholders, the petitioner and his wife hold 10% shares in the respondent company and directorship of P-1 is irrespective of his shareholding in the company, his removal from directorship is only one of the acts of oppression against the petitioner who is an original promoter permanent director of the respondent company. The quasi partnership nature of the respondent company as borne out from the MOU and the facts of this case also cannot be ignored. The respondent company is an entity which is an inseparable part of the business of Shant Snacks and Beer Bar (a partnership firm) which comprises of two separate entities which being the respondent No. 1 which conducts the catering and Banquet Hall and Shant Snacks and Beer Bar which is the restaurant business, both of which in turn are controlled by the partnership firm. Shareholding of the R-1 is in accordance with the shareholding in the partnership firm, and according to the MOU in case of retirement of any partner, the partner has to retire from the firm and also resign from directorship, and even the contribution payable to the retiring partners is to be worked out collectively i.e. for firm and shares as per the MOU. Directors are also partners in the restaurant business. As regards the failure of the petitioner to make out a case for winding up on just and equitably grounds, in this regard the CLB's decision in the case of Girdhar Gopal Dalmia and Ors. v. Bateli Tea Co. Ltd. and Ors. (2006) 74 CLA 36 (CLB) deserves to be mentioned.
Company Law Board Cites 17 - Cited by 0 - Full Document

Shri Ramesh Chander Bammi And Mrs. Meena ... vs Pindi Road Links Pvt. Ltd., Shri C.P. ... on 15 June, 2007

11. On considering the pleadings and the documents filed therewith as well as arguments of the parties, I do not find the preliminary objections tenable in this case. It is true that the provisions of Sections 397 and 398 can be attracted when there is a continuing course of oppressive conduct, as the phrase "the affairs of the company are being conducted" suggests, prima facie, a continuing process and is wide enough to cover oppression by anyone who is taking part in the conduct of the affairs of the company, whether de facto or de jure. But in the context of the petitioner's allegations that the R-1 company has been converted into a shell company and the business is continuing the name of H.K. Goods Transport Pvt. Ltd., the continuity of the oppression as well as mismanagement cannot be denied. In as much as in the present case, it is not in dispute that the facts would justify a winding up order under the "just and equitable" rule and it is recognised that such an order would unfairly prejudice the complaining member, to be specific, the petitioner and the creditors. As regards the failure of the petitioner to make out a case for winding up on just and equitable grounds, in this regard the CLB's decision in the case of Girdhar Gopal Dalmia and Ors. v. Bateli Tea Co. Ltd. and Ors. (2006) 74 CLA 36 (CLB) deserves to be mentioned.
Company Law Board Cites 9 - Cited by 1 - Full Document
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