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1 - 10 of 36 (0.57 seconds)Section 398 in The Companies Act, 1956 [Entire Act]
Akbarali A. Kalvert And Anr. vs Konkan Chemicals Pvt. Ltd. And Ors. on 2 May, 1994
According to the respondents (i) the share capital has been increased from Rs. 27 crores to Rs. 53 crores with a view to settle the dues of the Company, after due notice of the extra ordinary general meeting sent to the petitioner on 01.10.2004 by ordinary post; and (ii) the petitioner is aware of the increase in the authorised capital and the issue of further shares as early as February 2005 as borne out by (a) the Income Tax assessment order; (b) the letters dated 22.01.2005, 04.02.2005 and 04.03.2005 of the petitioner demanding only settlement of the liabilities of the Company; and (c) the legal notice dated 26.03.2005 issued on behalf of the petitioner notifying the appointment of an arbitrator. The sequence of events may indicate that the petitioner might be aware of the extra ordinary general meeting convened and held by the Company as well as the allotment of shares, but mere knowledge of the meeting would not tantamount to serving of notice in terms of Section 172 of the Act, which provides that notice of every meeting of the Company shall be given to every member, whose name appears on its register of members in any manner authorised by sub-sections (1) to (4) of Section 53. It is, therefore, beyond doubt that the requirements of Section 172 being a mandatory requirement must strictly be complied with, non-compliance of which invalidates the resolution passed at such meeting. Though, it is contended that notice of the extra ordinary general meeting was sent by ordinary post yet there is no material to show that any such notice was in fact sent by ordinary post. The assertion of the respondents without any primary documents such as the despatch register or the books of account of the Company showing that expenses were incurred by the Company for sending the notices to the petitioner will lend little support to substantiate its claim regarding service of notice on the petitioner, in which case the presumption on the basis of Section 53(2) of the Act cannot be drawn. The petitioner neither, by virtue of the agreement dated 19.07.2004, dispensed with the requirement of service of notice of the general meeting. Any meeting held without proper notice is invalid and proceedings of such a meeting are illegal as held in Akbarall A. Kalvert and Anr. v. Konkan Chemicals Pvt. Ltd. and Ors. and Martin Castelino v. Alpha Omega Shipmanagement (P) Limited (supra).
Section 147 in The Companies Act, 1956 [Entire Act]
Section 264 in The Companies Act, 1956 [Entire Act]
Section 292A in The Companies Act, 1956 [Entire Act]
Shri G. Govindaraj And Smt. G. ... vs Venture Graphics Private Limited, Shri ... on 30 September, 2004
The respondents cannot, therefore, take any shelter under the decision in G. Govindaraj v. Venture Graphics (P) Limited (supra), on the ground that mere irregularities cannot support a petition under Section 397/398. There is not even any explanation from the second respondent and his nominees for their failure to meet the essential statutory requirements of the Act. These state of affairs of the Company indicate beyond doubt that all is not well in the day to day management of the Company warranting an investigation into its affairs. The purpose of investigation is to find out as to whether who are in-charge of the Company and whether those in-charge of the Company are guilty of irregular conduct of the affairs of the Company. The facts and materials before me do reasonably suggest and are sufficient to form a prima facie opinion in tenns of Section 237(b)(i) of the Act that the Company's day to day management is being conducted in a manner oppressive of the minority shareholder which warrants timely intervention of the Bench.
Section 45 in The Companies Act, 1956 [Entire Act]
Section 383A in The Companies Act, 1956 [Entire Act]
Needle Industries (India) Ltd., & Ors vs Needle Industries Newey (India) ... on 7 May, 1981
In this context, the decisions in Needle Industries (India) Ltd. v. Needle Industries Newey (India) Holding Limited & Pearson Education Inc. and Ors. v. Prentice Hall India (P) Ltd. and Ors. (supra) cited by the learned Authorised Representative of the respondents, justifying the impugned allotment, will be of little assistance to them. At this juncture, the categorical statement made on behalf of the second respondent at the Bar that he is not willing to bring in any money towards the consideration of 2.50 crores equity shares, assumes relevance. The declaration of the second respondent made in his affidavit on 13.07.2006 to the effect that "when the Income Tax Department clears attachments the same moneys could be paid to the petitioners..." runs parallel to the undertaking given on behalf of DA1L to Canara Bank in its communication dated 18.08.2004, the relevant portion of which reads as under: