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1 - 10 of 14 (0.39 seconds)Section 397 in The Companies Act, 1956 [Entire Act]
Section 398 in The Companies Act, 1956 [Entire Act]
State Of Maharashtra vs Captain Buddhikota Subha Rao on 29 September, 1989
In short, the respondents had played a fraud on the High Court and any order obtained by means of fraud is a nullity as held United India Insurance Co. Ltd. v. Rajendra Singh [2000] 3 SCC 581 and State of Maharashtra v. Dr. Budhikota Subba Rao [1993] 1 Crimes 1120.
Express Newspapers Pvt. Ltd. & Ors vs Union Of India & Ors on 7 October, 1985
5. He further submitted : Even though, the company was doing well, it closed down the factory in the year 1985-86 due to failure of monsoon, severe competition from other tile manufacturers and strike resorted to by the employees. At this point of time, the third respondent who was the Joint Managing Director tookover the management of the company with the active support of the other family shareholders which resulted in further deterioration in the financial position of the company. These respondents misappropriated the funds of the company by not properly accounting for sale of raw materials as well as machinery belonging to the company aggregating Rs. 7 to 8 lakhs. They also indulged in financial impropriety utilizing Employees Gratuity Fund for paying income-tax and others liabilities of the company. Notwithstanding the dire financial position of the company, they drew huge amounts of money towards perks and remuneration and they did not convene annual general meetings as well as Board meetings. In spite of these allegations of fraud against these respondents, they have not chosen to take part in these proceedings and as such these allegations should be deemed to have been established against them. On this proposition, he relied on Express Newspapers (P.) Ltd v. Union of India AIR 1986 SC 872 and Lohia Properties (P.)
Lohia Properties (P) Ltd., Tinsukia, ... vs Atmaram Kumar on 17 August, 1993
Ltd. v. Atmaram Kumar 1993 4 SCC 6.
Bishan Singh & Others vs Khazan Singh & Another on 20 May, 1958
9. Shri Raghavan pointed out that the company had not only offered the shares to the petitioner to purchase them at the rate of Rs. 7,031 per share under Article 37(v), but also obtained sanction of members in the general meeting for transfer of shares in favour of the respondents 6 to 9, being non-members, in terms of Article 37(i). He further pointed out as and when the members accord sanction in terms of Article 37(i) the right of pre-emption under Article 37(v) becomes redundant and the company is empowered to register the transfer in favour of an outsider. According to him, the right of pre-emption is a weak right in support of which he relied upon following decisions : Bishan Singh v. Khazan Singh AIR 1958 SC, 838; Radhakishan Laxminarayan Toshniwal v. Shridhar Ramchandra Alshi AIR 1960 SC 1368; Bhagwan Das by LRS v. Chet Ram [1971] (1) SCC 12.
Shanta Genevieve Pommeret And Another vs Sakal Papers Pvt. And Others on 13 January, 1988
The right of pre-emption provided in the articles is a superior right. Even in Palmer's Company Law Vol. I, this superior right has been recognized. It has been held in Shanta Genevieve Pommeret v. Sakal Papers (P.) Ltd. [1990] 69 Comp. Cas. 65 that transfer of shares to an outsider in contravention of the pre-emptive rights of a shareholder is null and void and this Board itself has held in Indian Dairy & Allied Services (P.) Ltd., In re [1994] 2 SCL 327 (CLB-Delhi); that transfer of shares in contravention of the pre-emptive rights in the articles constitute oppression. On the same proposition, he relied on a few other cases also. Even though, the Karnataka High Court in dealing with interlocutory application has held that the company had complied with the provisions of articles, he submitted that, the decision is not binding on the CLB.
Bhagwan Das (Dead) By Lrs. & Ors vs Chet Ram on 16 October, 1970
10. Shri Raghavan pointed out that the Single Judge and Division Bench of the High Court of Karnataka have already given a categorical finding that the company had complied with the procedures laid down in the articles of association of the company in the matter of transfer of shares and the SLP filed on this finding had been dismissed by the Apex Court. This categorical finding would bar the petitioner on the principle of res judicata to reagitate the same issue and would also mean that there is an estoppel by order or judgment.
A.P. Jain vs Faridabad Metal Udyog Pvt. Ltd. And Ors. on 27 July, 1998
12. He further submitted : There has been no plea of oppression against the respondents 6 to 9 subsequent to the transfer of shares. On the other hand, after taking over the management by the respondents 6 to 9, all the statutory formalities were completed, statutory liabilities were paid and the dues of the employees were settled. Board meetings of the company are being held regularly with notice to the petitioner as also the AGMs and the petitioner continues as a director notwithstanding his being in minority. However, the petitioner has been a stumbling block for the progress of the company. The company could generate income by way of leased rental after prolonged years of suspended activities of the company. The petitioner has been obstructing the attempts made by the respondents for development of company's properties by objecting such proposals in the Board meetings. The petitioner having failed before the High Court of Karnataka as well as the Apex Court, has approached the CLB on the very same averments and for similar reliefs. The petitioner is indulging in forum shopping and, hence, the petition should not be entertained as has been held by this Board in A.P. Jain v. Faridabad Metal Udyog (P.) Ltd. [1999] 95 Comp. Cas. 76' (CLB - New Delhi).