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1 - 10 of 32 (0.51 seconds)The Companies Act, 1956
Section 402 in The Companies Act, 1956 [Entire Act]
Sangramsinh P. Gaekwad & Ors vs Shantadevi P. Gaekwad (Dead)Thr.Lrs. & ... on 20 January, 2005
135. This fiduciary duty of directors of the Company has been
recognized by the Supreme Court in Sangramsinh P.Gaekwad Vs.
Shantadevi P.Gaekwad (supra) thus: “In an appropriate case, a fiduciary
relationship may come into being having regard to the responsibility
undertaken by the directors towards the shareholders by way of a special
contract.” The obligation becomes more onerous in the light of the fact that the
allotment of 1,32,594 shares in favour of the respondents were already made
not against any fresh share application money, but against the amounts lying to
their credit with the Company. Furthermore, the Company had unilaterally
returned the amounts due to the petitioners, without allotting the shares against
the outstanding amounts due to them. Thus, the board of directors of the
Company failed to treat the petitioners and the respondents alike, but acted
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Page No.63 of 74
C.M.A.Nos.4108, 4109 and 4110 of 2005
against the interests of the petitioners.
Section 398 in The Companies Act, 1956 [Entire Act]
Section 235 in The Companies Act, 1956 [Entire Act]
Section 10F in The Companies Act, 1956 [Entire Act]
Shoe Specialities P. Ltd. And Others vs Standard Distilleries And Breweries P. ... on 16 October, 1996
xiii.Shoe Specialities Private Limited and Others vs.
Standard Distilleries and Breweries Private Limited and
Others, 1997 (90) Comp Cas 1;
Augustus Fisher vs James Peares And Two Ors. on 14 August, 1884
xi. Fisher vs. Cadman and Others, (2005) EWHC 377 (Ch);
xii.Ebrahimi vs Westbourne Galleries Limited and Others,
1973 A.C.360;
Stridewell Leathers (P.) Ltd. vs Shoe Specialities (P.) Ltd. on 7 June, 2001
130. In the present case, the allotment of impugned shares in exclusion of
the group led by the late Mr.A.Ravishankar, though a single wrongful act is
nothing but an act of oppression, especially when the impact of such non-
allotment will be continuous and cascading effect there is no prospect of
remedying the situation by the voluntary act of the party responsible for the
wrongful act. Thus, the Company Law Board was bound to interfere by an
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https://www.mhc.tn.gov.in/judis
Page No.60 of 74
C.M.A.Nos.4108, 4109 and 4110 of 2005
appropriate order under section 397 of the Act, as held in Stridwell Leathers
(P) Limited Vs. Shoe Specialities (P) Limited (supra).