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Documents citing Dr. Jitendra Nath Saha And Anr. vs Shyamal Mondal And Ors. on 25 August, 1992

Bhupinder Rai And Ors. vs S.M. Kannappa Automobiles Pvt. Ltd. And ... on 24 October, 1994

6 and 7 was set off by issue of the impugned shares to respondents Nos. 6 and 7. He was of the view that the provisions of Section 111 do hot apply to allotment of shares but it relates only to cases of transfer of shares. However, he stated that in view of the Company Law Board decision in Jitendra Nath Saha v. Shyamal Mondal [1395] 1 CLJ 76 ; [1995] 82 Comp Cas 688 that even allotment in a private limited company could be agitated in a petition under Section 111(4), the, attack on allotment is possible only in two contingencies. One is that the allotment is illegal and the other is that the allotment is mala fide. The former relates to procedural defect or lack of authority while the latter relates to state of mind. Only cases relating to the first category can be entertained in a proceeding under Section 111(4) and the latter only in proceedings under Section 397/398. The company has established, he argued, that there was neither any procedural defect nor did the board of directors lack authority in issue of the impugned shares. Under the circumstances, according to him, the petition does not merit any consideration and should be dismissed.
Company Law Board Cites 11 - Cited by 3 - Full Document

Shiv Dayal Agarwal And Ors. vs Sidhartha Polyster Pvt. Ltd. And Ors. on 9 August, 1995

We have already held in Dr. Jitendra Nath Saha v. Shyamal Mondal [1993] 1 Comp LJ 76 ; [1995] 82 Comp Cas 688 (CLB) [SB], that "where the directors of a company keep the remaining shareholders in the dark and proceed to allot the shares to themselves and outsiders even though the remaining shareholders were eager to participate in the further capital of the company, the manner in which the directors have allotted the shares to themselves, and others is a clear breach of their fiduciary duties, is not bona fide, lacks probity and they should not be allowed to derive any benefit from such transaction."
Company Law Board Cites 40 - Cited by 7 - Full Document

Dipak G. Mehta And Ors. vs Anupar Chemicals (India) Pvt. Ltd. And ... on 22 March, 1999

29. The foundation of the petition is that the company was to be run on partnership principles and that there was an agreement relating to the shareholding and directorship. It is always a legal issue as to whether any private agreement between the shareholders, without the company being a party, could bind a company. As a matter of fact, in the additional affidavit respondent No. 2 has taken the stand that the company records do not indicate any such agreement. While, in the normal course, the company should be a party or the articles should reflect such an agreement to bind the company, yet, if the company has taken benefit or has acted in terms of any such private agreement, then, we feel that the company is bound by the terms of the agreement, at least in relation to the terms that the company has acted upon or derived certain benefits. This is what the Full Bench of this Board has decided in Jitendra Nath Saha v. Shyamal Mondal [1995] 82 Comp Cas 638. It has been the contention of the petitioners that there was an agreement between the five shareholders that group 'A' would invest 50 per cent. shares and that they would have majority control on the board. The undisputed facts reveal that group 'A' did contribute 50 per cent. either in shares or in share application money and four directors from group 'A' constituting majority were appointed on the board. In other words, the two major points of the alleged agreement have been acted upon by the company and as such the same is binding on the company. This finding is necessary to consider certain other legal issues raised by the counsel for the respondents and to mould the relief.
Company Law Board Cites 21 - Cited by 8 - Full Document
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