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1 - 10 of 39 (0.27 seconds)Section 108 in The Companies Act, 1956 [Entire Act]
Section 614 in The Companies Act, 1956 [Entire Act]
Mrs. Senthamarai Munusamy vs Microparticle Engineers Pvt. Ltd. And ... on 21 May, 2000
13. Having found that the conversion of the petitioners group into a minority status would definitely constitute an act of oppression in the facts of the present case, the various irregularities and illegalities alleged by the petitioners in the conduct of the board meeting of 30.03.2005, allotting the impugned shares are being examined. Section 186 of the Act stipulates that notice of every meeting of the board of directors of a company shall be given in writing to every director, in the manner prescribed therein, failing which any resolution passed at the meeting of the board of directors shall become invalid. This mandatory requirement has been reenforced by the courts from time to time including in the decisions cited by Shri A.K. Mylsamy, learned Counsel, namely. (1) Mrs. Senthamarai Munusamy v. Microparticle Engineers Private Limited and Ors. and S. Munusamy v. Micromeritics Engineers Private Limited; (2) Parmeshwari Prasad Gupta (deed., through legal representatives) v. Union of India; (3) Ansar Khan and Ors. v. Finecore Cables Private Limited and Ors.; and (4) Rashmi Seth v. Tillsoil Farms Private Limited and Ors. (supra). The respondents are merely planking on the certificates of posting to discharge the onerous obligation of issuance of the notice of the board meeting held on 30.03.2005 in favour of the petitioners.
Goldmark Enterprise Limited vs Pondy Metal And Rolling Mills Private ... on 18 August, 2006
The certificate of posting would only establish the entrustment of certain postal envelops/articles with the post office, which does not however, conclusively establish the service of the notice on the addressee concerned and therefore it is not safe to trust mere certificate of posting, without supported by any corroborative evidence in connection with serving of notice as repeatedly reiterated in (1) S. Narayanan and Ors. v. Century Flour Mills Limited and Ors.; (2) S. Madhusoodhanan and Anr. v. Kerala Kaumudi Private Limited and Ors.; (3) Goldmark Enterprise Limited v. Pondy Metal and Rolling Mills Private Limited and Ors.; and (4) V.S. Krishnan and Ors. v. Westfort Hi-tech Hospital Limited and Ors. (Supra).
Section 286 in The Companies Act, 1956 [Entire Act]
Dale And Carrington Invt. P. Ltd. And ... vs P.K. Prathapan And Others on 13 September, 2004
P. Ltd. and Ors. v. P.K. Prathapan and Ors. (supra) and the principles re-iterated in Goldmark Enterprise Ltd. v. Pondy Metal and Roiling Mills P. Ltd. and Ors. (supra) that the directors must exercise then power bonafide and with utmost good faith for the benefit and interest of the Company, ensuring fair play in the corporate management, by analysing the pros and cons of conversion of the unsecured loans given by the directors into share capital of the Company.
Rashmi Seth vs Tillsoil Farms Pvt. Ltd. And Ors. on 4 August, 1992
The board minutes dated 30.03.2005, are found to be fabricated, thereby invalidating the allotment of shares made at the alleged board meeting, in view of the decision of this Board in Rashmi Seth v. Tillsoil Farms Private Limited and Ors. (Supra), notwithstanding the assertion of Shri Arvindh Pandian learned Counsel that there was a valid quorum with participation of the respondents 2.