UNION OF INDIA v. SATYAM COMPUTERS SERVICES LTD. & ORS
[Decided on 9.1.2009]
Companies Act, 1956 - Sections 388B, 397, 398 and 408 – Financial mismanagement Whether board of directors to be removed - Held, yes.
Brief Facts: The Respondent Company indulged in grave financial mismanagement
practices due to which its Chairman resigned. The Central Government applied to the
CLB for the removal of the Board of directors and to appoint its directors to manage
the respondent company. Decision: Petition allowed.
BINAYAK SARKAR v. SHUVAM WATCH STRAPS (P) LTD. [Decided on 02.05.2008]
Companies Act, 1956 - Section 433 - Winding up – Creditor partnership firm comprising
father and son - Father died and assets of the firm fell in the hands of son - son filed
winding up petition against respondent company - Whether son has locus standi to file
the petition - Held, Yes.
GOPIKA CHANDRABHUSHAN SARAN & ANR. V. XLO INDIA LTD. & ANR. S.B.Sinha &
Dr.Mukundakam Sharma, JJ. [Decided on 12.02.09]
Companies Act, 1956 - Section 630 - House allotted to MD – Legal heirs of the MD Whether company claim house from them - Held, Yes.
KIRTILAL DALIDAS DIAMONDS EXPORTS P. LTD., In re [(2009) 148 COMP CAS 607
(BOM)] A.M. Khanwilkar J. [Decided on 29. 02. 2008]
Companies Act, 1956 - Section 394 – Amalgamation – Transferor a partnership firm Can be merged with transferee company - Held, Yes.
KWALITY ICE CREAMS (INDIA) P. LTD., In re. [(2009)148 COMP CAS 631 (CLB)] S.
Balasubramanian (Chairman) [Decided on 25.09.2008]
Companies Act, 1956 - Section 17 - Shifting of registered office from one State to
another - Labour litigation pending before court - employees objecting to transfer Whether sustainable - Held, No.
A.E.AL AMEEN & ORS. v. ILAYANGUDI MUSLIM EDUCATIONAL ASSOCIATION
[Decided on 20.03.2009]
Companies Act, 1956 - Section 397 - Induction of 48 members on a single day Whether impermissible - Held, No.
STATE OF GUJARAT v. O. L. OF KENGOLD (INDIA) LTD. [(2009) 149 COMP CAS 625
(GUJ.)] K.A. Puj, J. [Decided on 15.05.2008]
Companies Act, 1956 - Section 529A and 530- Sales tax dues - Properties of the
company sold in public auction - State claimed payment of sales tax dues from the
auction purchaser – Whether dues have priority over the dues of secured creditors Held, No.
ELPRO INTERNATIONAL LTD., In re [(2009) 149 COMP CAS 646 (BOM)] Dr. D.Y.
Chandrachud, J. [Decided on 22.06.2007]
Companies Act, 1956 - Section 101 - Selective reduction - Reduction of capital Company sought to extinguish and cancel shares held by 25% of the shareholders Whether permissible - Held, Yes.
PANKAJ ALUMINIUM INDUSTRIES P. LTD. v. PANKAJ EXTRUSIONS LTD. [Decided on
22.07.2008]
Companies Act, 1956 - Section 433 - Winding up - Prior legal proceedings pending
before the High Court - Whether petition to be admitted - Held, No.
MEKASTER VALVES AND ENGINEERING SERVICES P. LTD., [Decided on
06.05.2008]
Companies Act, 1956 - Section 394 - Scheme of amalgamation - shareholders approved
the scheme - Whether provisions of sections 17, 21, 94 and 97 of the Act have to be
separately complied with - Held, No.
ADVANCED MEDICAL OPTICS INDIA P. LTD., [Decided on 28-1- 2009]
Companies Act, 1956 – Sections 78 and 100 to 104 – Capital reduction- Reduction to
write off accumulated losses – Articles of association permitting reduction – Special
resolution passed accepting reduction – Creditors’ rights not prejudiced – No objection
from any person to proposed reduction- Whether Reduction could be sanctionedHeld, Yes.
RASHTRIYA MILL MAZDOOR SANGH v. OFFICIAL LIQUIDATOR, HIGH COURT, BOMBAY
[Decided on 18-12-2008]
Companies Act, 1956 – Sections 529, 529A and 530 read with Rules 6, 9 and 179 of the
Companies (Court) Rules, 1959 and Section 34 of the Code of Civil Procedure, 1908,
Winding up – Distribution of assets – Workmen’s dues – Payment of interest – Whether
payment of interest arise only if there is surplus – Held, Yes.
SEQUENT SCIENTIFIC LTD. In re., Khanwilkar A. M. J [Decided on 16-6-2009]
Companies Act, 1956 – Sections 391 and 394 – Scheme of amalgamation - Objection by
intervenor having supply agreement with transferor company that scheme in breach
of agreement – Whether objection tenable – Held, No.
SUNAIR HOTELS LTD. v. REGISTRAR OF COMPANIES [Decided on 2-7-2008]
Companies Act, 1956 – Sections 397, 398 and 399 – Death of shareholder – Petition by
legal heir and minority shareholder – Transmission of shares in favour of another
person on basis of nomination – Registered will of deceased shareholder bequeathing
shares in favour of legal heir undisputed – Shares registered in favour of another
person on basis of nomination – Whether nominee is entitled to the shares – Held, No.
SHRIDHARKRUPA BUILDERS AND REALTORS P. LTD. v. MAHEN J. DHOLAM [Decided
on 16-3-2009]
Companies Act, 1956 - Section 163- Shareholder Director-Right to inspect recordsRefusal by company- Whether has Locus standi- Held, Yes. Whether Company Law
Board has Jurisdiction to advise RoC to initiate prosecution proceedings against
company-Held, No.
A. L. MUDALIAR v. ASSISTANT REGISTRAR OF COMPANIES [Decided on 5-8-2009]
Companies Act, 1956 - Sections 159 and 162 - Offence by company —Director’s
Liability—Failure to file balance sheet and profit and loss account—Non-executive
director resigning before date of default—Proceedings initiated against ex-director –
Whether proceedings to be quashed- Held, Yes.
HINDALCO INDUSTRIES LTD., In re. [2009] 151 COMP CAS 446 (BOM) Khanwilkar
A.M. J [Decided on 22-6-2009]
Companies Act, 1956 – Sections 100 and 394 - Scheme of arrangement- of objector—
Objector neither shareholder nor creditor- Whether he has any locus standi to file
objection- Held, No.
KOTAK MAHINDRA BANK LTD. v. SUBHIKSHA TRADING SERVICES LTD
[Decided on 28-8-2009]
Companies Act, 1956 – Sections 433(e), (f), 434 and 439 – Winding up- Inability to pay
debt – Just and equitable ground – Company in financial crisis – No scope for
restructuring its debts – Debts due not disputed – Unable to protect its assets –
Whether Petition to be admitted – Held, Yes.
AUROBINDO PHARMA LTD. v. ANIL KUMAR PODDAR [Decided on 14-8-2009]
Companies Act, 1956 – Section 284(4) – Removal of directors – Notice by shareholder
seeking removal of director for failure to supply records sought for – Documents
sought for supplied and inspection of records offered – Rights of member abused –
Whether company should place notice before general body meeting – Held, No.
RAMCO SUPER LEATHERS LTD. v. DHANALAKSHMI BANK LTD [Decided on 17-8-2009]
Companies Act, 1956 – Sections 391 & 394 – Scheme of amalgamation and demerger –
Secured creditor – Banks – Stipulations in loan agreements that company would not
undertake any amalgamation or reconstruction without prior permission of banks –
Material facts not placed before sanctioning court – Scheme sanctioned without notice
to banks – Order of sanction modified to be subject to approval of secured creditors –
Whether the modification is valid –
Held, Yes.
DHARAMSHIL COLD STORAGE P. LTD. V. UNION OF INDIA [Decided on 16-10-2009]
Companies Act, 1956 – Section 560 – Register of Companies – Restoration of name of
company – Notice issued to company not granting three months to show cause nor
published in Official Gazette as stipulated under section 560(3) – Name of company
struck off for failure to file returns for three years –Whether correct – Held, No.
A. MYLSAMY v. SRI GAJENDIRA PAPER AND BOARDS P. LTD. [Decided on 27-102009]
Companies Act, 1956 – Sections 166(2) and 403 – Annual general meeting – Place of
meeting – Notice calling for meeting at registered office – Application to direct
holding of meeting at factory premises – Whether such directions can be given – Held,
No.
S. PEER MOHAMED v. S. M. MOHIDEEN AHAMED SHAW [Decided on 11- 9-2009]
Companies Act, 1956 – Sections 397, 398 and 399 – Petition for relief – Maintainability
– Failure to produce share certificates to prove petitioner’s shareholding – Annual
return disclosing petitioner holding less than 10 % of issued and paid-up capital of
company-Whether petition is maintainable
– Held, No.
RANBAXY LABORATORIES LTD. v. DR. JAYARAM CHIGURUPATI [Decided on 21-102009]
Companies Act, 1956 – Sections 260 and 287(2) – Quorum for Board Meeting – Board
meeting convened by single director on account of resignation of two directors to
appoint two additional directors to constitute quorum – Whether such appointment is
valid – Held, Yes.
INDOWIND ENERGY LTD. v. ICICI BANK LTD [Decided on 21-10-2009]
Companies Act, 1956 – Sections 397 and 398 – Oppression and mismanagement –
Petition for relief – Non-declaration of dividend – Whether amounts to oppression and
mismanagement – Held, No.
C.L. MUTHIAH v. POWER SOAPS P. LTD. [Decided on 2-12-2009]
Section 21 & 23 of the Companies Act, 1956 read with sections 138 & 142 of the
Negotiable Instruments Act, 1881 – Dishonour of cheques – Change in name of
company – Cheques drawn in earlier name of company – Whether the complaint to be
quashed – Held, No.