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Dale And Carrington Invt. P. Ltd. And ... vs P.K. Prathapan And Others on 13 September, 2004

In the case of Dale & Carrington Invt (P) Ltd. Vs. P.K. Prathapan (supra) the dispute relates to the right to control and manage the Company between the two parties. Relating to the defendants dispute, the matter went to the Company Law Board. The Company Law Board took the view that Ramanujam had committed an act of oppression by not only informing Prathapan about issue of further share capital of the Company but also not offering him the further share capital which was being issued by the Company. Having given a finding of oppression in favour of Prathaapan the Company Law Board while considering relief, gave an option to Prathapan to sell his shares to Ramaunjam. During the pendency of the company petition filed by Prathapan, a petition was filed before the Company Law Board for rectification of the register of members so as to delete the entries recording transfer of shares in favour of Prathapan and his wife. The proceeding was taken under Sections 397 and 398 of the Act. While deciding the dispute under the Act the Apex Court observed that a Company is a juristic person and it acts through its Directors who are collectively referred to as the Board of Directors. An individual Director has no power to act on behalf of a Company of which he is a Director unless by some resolution of the Board of Directors of the company specific power is given to him or her. This is not the case of filing of a suit. The observation of the Supreme Court is to be read in the context of the issue involved in the Supreme Court and, therefore, in my view, the decision of the Supreme Court is not applicable in the present case.
Supreme Court of India Cites 18 - Cited by 167 - A Kumar - Full Document
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