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Documents citing Il And Fs Trust Co. Ltd. vs Birla Perucchini Ltd. on 10 October, 2002

Aidqua Holding (Mauritius) Inc. vs Tamil Nadu Water Investmant Company ... on 28 September, 2007

1.6 The Company proposed to take insurance policy, by which it would be purchasing the indemnity/insurance for wrongful acts done by-the officers and directors of the Company. The insurance policy will cover former, present and future members of the board of directors and the management for wrongful acts in their official capacity, which shall include misuse of corporate funds, Companies Act violations, customer suits, financial loss to corporation, action by creditors etc. This will encourage nominee directors of the petitioners, being majority shareholders, officers and employees to commit such wrongful acts. Any approval for such policy will adversely affect the proper functioning of the Company. However, every director, officer or servant of the Company is already indemnified by the Company under Clause 320 of the articles and there is no need for any additional liability insurance cover. The Company would become liable to pay premium for such insurance policy. Thus, any resolution in regard to the insurance policy falls within the scope of AIDQUA Reserved Matter, attracting Clause 197(h) of the articles. Nevertheless, the board of directors, in disregard of the articles accorded its consent for obtaining directors' and officers' liability insurance cover for the Company to an extent of Rs. 5 crore. The applicant does not get any return on its investment of Rs. 90 crore in the Company and the applicant should have some control over the accounts and financial policy of the Company by requiring their affirmative vote in financial matters as held in IL & FS Trust Co. Limited v. Birla Perucction Limited (2004) Vol. 121 CC 335. The above two issues considered at the board meeting are essentially related to the management and affairs of the Company and any resolution on the same will cause prejudice to the interest of the Company and the applicant, more so when they are contrary to the articles and totally illegal. The Bench may suspend the implementation of the resolutions in respect of the AIDQUA Reserved Matters passed at the board meeting held on 27.07.2007 at Tirupur. The petitioners are endeavouring to remove all the restrictions contained in the articles, which are prejudicial to the applicant and cannot be allowed, especially when the said article protects the applicant's interest.
Company Law Board Cites 23 - Cited by 0 - Full Document

Opera Global Pvt. Ltd. vs Opera Hospital Medical And Research ... on 27 November, 2006

13. Further, Shri Sharma argued: That the very basis of the present petition is that and the justification given by the petitioner for filing the present petition is that it was mutually agreed at all times between the parties that the shareholding pattern in the R-1 company will be maintained at the level of 67.5% in favour of the petitioner company and the rest of the shareholding of 32.5% by the R-2 and his group. It was stated that there is no such understanding/agreement between the parties either in the Articles of Association of the R-1 company or otherwise. Without prejudice to the same it was stated that even if there was such an understanding between the parties, the same would be in the nature of a private agreement which cannot be given effect to unless these provisions have been incorporated in the Articles of Association of the R-1 company. Reliance is placed on the judgment of the Hon'ble Supreme Court of India in the case of V.B. Rangaraj v. V.B. Gopalakrishnan and the judgment of the Hon'ble Bombay High Court in the case of IL and FS Trust Co. Ltd. v. Birla Perucchini Ltd. 2004 Com case Vol 121 page 335 Bom.)
Company Law Board Cites 18 - Cited by 1 - Full Document

Modi Rubber Ltd. vs Guardian International Corp. on 28 March, 2007

66. So far as the pronouncement of the Bombay High Court in 2004 (121) Company Cases 335 IL and FS Trust Co. Ltd. and Anr. v. Birla Perucchini Ltd. and Ors. is concerned, it appears that a Subscription cum Share Holders Agreement was entered into on March 25, 2000 between the petitioners, the respondent company and the second respondent. The Articles of Association of the company were duly amended for implementation of the provisions of this share holders agreement. On disputes arising, the petitioners sought a reference to arbitration under the arbitration agreement contained in Article 16 of the Subscription cum Share Holders Agreement dated 25th March, 2000. In a petition filed under Section 11 of the Arbitration and Conciliation Act, 1996, a reference to arbitration was made by the court on 13th September, 2002. The petitioners also filed a petition under Section 9 of the Arbitration and Conciliation Act, 1996 seeking certain injunctions.
Delhi High Court Cites 104 - Cited by 21 - G Mittal - Full Document

Reliance Industries Limited vs Reliance Natural Resources Limited on 15 June, 2009

By placing reliance on the decision rendered by the Supreme Court in the case of V.B. Rangaraj v. V.B. Gopalkrishnan & ors., 1992 (63) ::: Downloaded on - 09/06/2013 14:39:14 ::: 18 Company Cases 201 = AIR 1992 SC 453 and other cases like Spindel Fabrik Sussen vs. Sussen Textile Bearings Ltd., 1989 (2) CLA 202; Rolta India Limited vs. Venire Industries Ltd., (2000) 24 SCL 13 = (2000) 100 Company Cases 19 (Bombay); Il & FS Trust Company Ltd., vs. Birla Perucchini Ltd., (2003) 4 Company Law Journal 131 (Bombay) in order to demonstrate that the MOU between the family members relating to the family arrangement operates in the private / personal domain and is not binding on a corporate body and as the said MOU Exhibit - 1 does not fall in corporate domain it could not have been considered to be the basis of a "suitable arrangement" to be entered into between the two companies formulating GSPA and GSMA. It has been turned down by the Company Judge on the basis of the correspondence between the two companies which is filed on record as Exhibit "F". It was submitted on behalf of the Applicant that as the correspondence between the officials of the two companies (Exhibit - F ) is an admission by the parties and can be treated as pleadings which are not disputed and in clear terms refers to the MOU as the basis of finalizing an agreement between the parties as contemplated under Clause 19 of the Scheme to arrive at a suitable arrangement which is incorporated in Part VI of the Scheme of Arrangement for demerger ::: Downloaded on - 09/06/2013 14:39:14 ::: 19 under Sections 391 to 394 of the Companies Act, 1956 - Sanction by the Court - particularly Clause 19 of the Scheme relates to the agreements and specifically mentions that the resulting companies will have the right to use the "Reliance" brand and logo and suitable agreements will be entered into in this regard. Further, suitable agreements would also be entered into in relation to (i) non-competition in relation to the business of the Demerged Undertakings and the Remaining Undertaking; (ii) supply of gas for power projects of Reliance Patalganga Power Limited and REL with the Gas Based Energy Resulting Company; and (iii) Transfer of leasehold rights of RIL to the relevant Resulting Company with respect to the relevant Demerged Undertaking.
Bombay High Court Cites 73 - Cited by 1 - J N Patel - Full Document

World Phone India Pvt. Ltd. & Ors. vs Wpi Group Inc., Usa on 15 March, 2013

20. The above decision was followed by the Bombay High Court in IL and FS Trust Co. Ltd. v. Birla Perucchini Ltd.[2004] 121 Comp Cas 335 (Bom). It was held that the decision of the Supreme Court could not be Co.A (SB) No. 102 of 2012 Page 11 of 15 confined only to a situation involving transfer of shares but also to other situations, including share subscription agreement which provided for continuance of the nominee of a certain group on the board of directors without any corresponding amendment to the AoA. In the present case as well there was no amendment to the AoA to provide for the affirmative vote for WPIGI and, therefore, the CLB was in error in proceeding on the basis that Clause 6.2 of the JVA had to be applied to decide the validity of the decision taken at the Board meeting held on 31st October 2012.
Delhi High Court Cites 23 - Cited by 2 - S Muralidhar - Full Document

Umesh Kumar Baveja & Ors. vs Il&Fs Transportation Network Ltd. & ... on 30 September, 2013

Quoting Palmer's Company Law, 24th Edition, dealing with the transfer of shares and referring to a judgment of the Bombay High Court in IL&FS Trust Co. Ltd. vs. Birla Perucchini Ltd., (2004) 121 Company Cases 335, the learned Single Judge of this Court held that the existence of an affirmative vote provided for in the joint venture agreement cannot be recognised without a corresponding amendment to the articles of association. In my humble opinion, this judgment concludes the issue in CO. A. (SB) 30/2013 Page 33 of 37 favour of the respondent so far as the argument based on Section 8 of the Arbitration and Conciliation Act, 1996 is concerned.
Delhi High Court Cites 38 - Cited by 0 - R V Easwar - Full Document

Gujarat vs Haldyn on 7 October, 2008

This Court in complete agreement with the view taken by the Bombay High Court in the case of IL and FS Trust Co. Ltd(Supra). Considering the above, learned Chamber Judge has rightly held that the agreement dated 19.1.1995 between plaintiff and the defendant No.2 is not binding upon the defendant No.1. No interference of this Court is called for and Appeal from Order deserves to be dismissed and is accordingly dismissed.
Gujarat High Court Cites 2 - Cited by 0 - M R Shah - Full Document
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