Feedback   New User   Login      
Tax Management India. Com TMI - Tax Management India. Com
Acts / Rules Notifications Circulars Tariff/ ITC HSN Forms Case Laws Manuals Short Notes Articles SMS News Highlights
        Home        
Extracts
Home List
← Previous Next →

K. Adiaman Versus Reliable Computer Forms Private Limited, R. Madanagopal, M. Rajalakshmi and Geethupriya

2008 (6) TMI 620 - COMPANY LAW BOARD, CHENNAI

Dated:- 20-6-2008 - K.K. Balu, Vice-Chairman ORDER K.K. Balu, Vice-Chairman 1. The petitioner holding in excess of 10% of the issued and paid up capital of M/s. Reliable Computer Forms Private Limited ("the Company") has invoked the jurisdiction of the Company Law Board under Sections 163, 196, 237(b), 397, 398, 402, 403 and 406 read with Schedule XI of the Companies Act, 1956 ("the Act"), with a view to bring to an end the acts complained of in the affairs of the Company and .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

respondent; (f) to restrain the respondents, their men, servants and agents from alienating or encumbering or in any way transferring the assets of the Company; (g) to make good the loss caused to the Company by the acts of the respondents; (h) to reconstitute the Board of directors of the Company; and (i) to prepare a scheme of administration to conduct, regulate and manage the affairs of the Company. 2. Shri G. Venkataramani, learned Counsel, while initiating his arguments in support of the p .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

000/- which got increased by ₹ 5 lakhs. The shareholding of the Company underwent changes from time to time as under: Sl. No. YEAR NAME No. OF SHARES % 1. 1989-1990 Petitioner 2000 24.94 Second Respondent 2000 24.94 Saravana Chettiar 2020 25.18 Karthikeyan 2000 24.94 2. 1992-1993 Petitioner 2000 24.94 Second Respondent 4020 50.12 Third Respondent 2000 24.94 3. 2000-2001 Petitioner 7000 3 8.84 Second Respondent 9020 50.06 Third Respondent 2000 11.10 4. 2004-2005 Petitioner 7000 38.84 Second .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

993. The second respondent had gifted his shares on 31.08.2004 to the respondents 3 & 4 and consequently, resigned from the office of director of the Company. Thereafter, the fourth respondent and two others, namely, Shri K. Kalamegam and Shri P.V. Viswanathan, became directors in September 2004 and the bank account was jointly operated by the petitioner and the third respondent. The petitioner was never a sole signatory for operation of the bank account. At the Board meeting held on 15.09.2 .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

controversy. 4. At the annual general meeting held on 13.10.2004, none of the additional directors including the fourth respondent was appointed and thereby they ceased to be directors of the Company, as a result of which the petitioner and the third respondent alone continued to be director of the Company and the petitioner was managing the affairs of the Company. The balance sheet for the year ended 31.03.2005 brought out later, was signed by the respondents 2 & 3, as the second responden .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

a forged letter as well as a board resolution dated 03.01.2005, by which (i) second respondent became Managing Director; (ii) Respondents 2 to 4 were authorised to operate the bank account; (iii) petitioner was removed from the list of authorised signatories to operate the bank account; and (iv) obtained consent of the petitioner to transfer 9.5% of his shares in favour of the second respondent, with a view to take control over the financial affairs of the Company. The fourth respondent having .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ppointment of the second respondent as Managing Director; appointment of the fourth respondent as director and transfer of the petitioner's 9.50% shares to the second respondent, upon which the third respondent withdrew the police complaint lodged against the petitioner. 6. The Company had a physical stock of raw materials as at 01.03.2005 worth over ₹ 60 lakhs, as borne out by the stock statement signed and verified by the second respondent, which was given to the Company's banker .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

uary 2005 to May 2005 by interacting with the Bank, which is vital in deciding the claim against the respondents. The respondents without properly accounting for the shortage of materials, have misappropriated the materials sold them and diverted the proceeds for their personal use. 7. The second respondent forcefully took over the management of the Company from the petitioner and removed all key employees without any reason, prejudicing the Company's interest. The respondents mismanaged the .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ty shareholder and a director, but was not allowed to attend the board or general meetings. No notice of the Board or general meetings was served on the petitioner. The respondents never obeyed the order of this Bench made on 24.05.2005 in furnishing any statement of receipts and payments on account of the transactions of the Company once in 15 days commencing from 01.06.2005. The respondents, during the pendency of the present proceedings, attempted to remove the petitioner from the office of d .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

d by the Bench is deliberately biased and wilfully ignored all information and documents furnished by the petitioner before the preparation of the valuation report. The Valuer has taken into account only guideline value of the immovable property belonging to the Company, whereas the market value of the land is far excessive of the guideline value, in view of many fold increase in value of the properties. The current market value of the property would be over ₹ 3 crores as reflected in the .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

lled against the petitioner, which are the subject matter of the criminal proceedings pending before the Court of Judicial Magistrate, Ambattur. 10. Smt. Lakshmi Subramanian, learned Authorised Representative, representing the respondents, opposed the company petition and submitted: The petitioner has not come with clean hands and is guilty of forum shopping, fabricating records filed with the bank, Registrar of Companies and other Authorities, misappropriation of monies of the Company, tamperin .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

Vardhman Dye-Stuff Industries (P) Ltd. (2005) 60 SCL 623. The petitioner never invested any money in the Company and all his shares were gifted by the second respondent. The cash given by the respondent was deposited in the petitioner's account for income tax purpose and was shown as investment by the petitioner. The petitioner has commenced competitive business even before filing of the company petition. 11. The petitioner admits his signature in the affidavit and other documents containing .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

d on 16.02.2005 in the presence of the Asst. General Manager of State Bank of Hyderabad, wherein all directors including the petitioner recorded a statement that the disputes among them are resolved amicably and the second respondent was re-instated as Managing Director of the Company. The petitioner by his letter dated 16.02.2005 forwarded the minutes of the meeting of 16.02.2005 to the Company's banker, (filed on 20.08.2007). The petitioner having given confirmation of the settlement of di .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ty. The petitioner erroneously filed Form No. 2 for 25,000 shares and not for 6800 allotted to the petitioner. This Board held in (i) Shymali Dey v. Honco Engineering Works Private Limited (2003) 41 SCL 223 that in family owned Companies, notwithstanding the provisions in the articles to the contrary, any disturbance in the shareholding of members disproportionately is an act of oppression against affected members; (ii) Kobian (P) Ltd. v. Kobian India (P) Ltd. (2005) 59 SCL 608 that (a) with reg .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ment, and would amount to an act of gross oppression; and (iii) Arati Dutta Gupta v. Unit Construction Co. Ltd. (2004) 52 SCL 69 that (a) creation of a new majority in a family company by allotment of shares without consent of all family members is an act of oppression which would justify winding-up of a company on just and equitable grounds; (b) if board issued additional shares with a view to create absolute majority the decision of allotment of further shares made in meeting without sending n .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

n the ledger for receipt of any consideration. Those allotments being oppressive and illegal must be set aside. 13. The second respondent gifted his shares to the respondents 3 and 4, but the gift was not effected in the records of the Company. The shareholding pattern as existed during 2000-2001 remains the same till date. The Directors report dated 01.09.2004 bears the signature of the fourth respondent, whereas she was appointed only on 08.09.2004 and, her signature in the director's repo .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

k account solely, in order to siphon of funds of the Company. Similarly the Board minutes dated 15.09.2004 appointing Shri K. Kalamegam and P.V. Viswanathan as directors and allotting 6,980 shares to the petitioner are manipulated with the forged signature of the fourth respondent and the matter is presently under investigation by Central Crime Branch, Chennai. The petitioner was arrested on 24.04.2006 for manipulating the board resolutions dated 08.09.2004 and 15.09.2004. No notice of these fic .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

n a proceeding under Section 397/398, the conduct of the parties even in other proceedings becomes relevant; (b) The Company Law Board is a court of equity and considering the equities between the parties, the prayers sought for by the petitioners must be examined and be granted if the equities are in their favour. The petitioner claims that additional directors were appointed on 15.09.2004, whereas Form No. 32 was filed only on 10.01.2005 and the annual return for the period made upto 13.10.200 .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ted as Managing Director at the board meeting held on 03.01.2005, in terms of Form No. 32 filed with the Registrar of Companies. 15. The respondents have not forged the Board minutes dated 03.01.2005 as claimed by the petitioner, especially when he himself enclosed copies of such resolution to the company petition, which contains an affidavit sworn by him, accepting the aforesaid minutes. The petitioner made the profit making company into a cash crunch company, by siphoning monies of the Company .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

of the materials maintained by the Company. However, the Independent Valuer, on verification of the stock registers, goods received notes and delivery challans, did not find any physical shortage of the stock maintained by the Company. 16. The Company was inflating the value of the stock for the past several years, as observed by the Independent Valuer, which according to the Company for the purpose of availing higher financial facilities from the Bank. The bank had renewed the cash credit limi .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

sundry debtors, fraudulently with a view to gain unlawfully by furnishing some figures as elucidated in C.A. No. 61 of 2005. This would show fraudulent activities resorted to by the petitioner for the purpose of diverting monies of the Company to his personal account. The petitioner has started a competing business under the name and style of Deccan Forms which shows his conduct. 17. The petitioner unlawfully removed the Company's goods valued over ₹ 18.50 lakhs to his own premises, un .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

rchase of xerox paper, cartridge etc. and thereby illegally made gains for himself. The petitioner misappropriated over ₹ 1.18 crores under the pretext of salary payment, supply of raw material and other various accounts. The cumulative effect of these acts of the respondents as held in T.A.M. Athavan v. Sun Freight Systems (P) Ltd. (2005) 57 SCL 211 would be oppressive of the respondents. 18. All cases including Section 138 proceedings initiated against the Company have been withdrawn. Th .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

l to public interest or in a manner oppressive to any member so as to claim reliefs under Sections 397. The petitioner cannot invoke Section 397 against any careless conduct of a director. The petitioner has not established that the conduct of the respondents is unfair and lacks in probity, causing prejudice to the petitioner, in exercise of his legal and proprietary rights as a shareholder. The petitioner has not shown whether the present state of affairs of the Company would lead to winding up .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

dealt with at the time of oral submissions are not considered, for want of any opportunity to answer those issues by the respective parties. The charges and counter charges by and against each of the parties, raised in the affairs of the Company are required to be examined in order to prevent and bring to an end the matters complained of in the present proceedings. 20. According to the petitioner, the respondents 2 to 4 had played fraud on the petitioner by virtue of a forged Board resolution da .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

the pretext of settling the disputes, to sign blank papers, undertaking letters, stamped affidavit and minutes dated 05.02.2005 of the meeting for (i) resignation of Sri K Kalamegam and Sri Kasi Viswanathan from the office of director of the Company; (ii) appointment of the second respondent as Managing Director; (iii) appointment of the fourth respondent as director; (iv) transfer of 9.5% shares of the petitioner to the second respondent and (v) operation of the bank account by the respondents .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

are that the said arrangements and affidavit had been arrived without any coercion and undue influence. The said things arrived only based on my own consensus. I undertake to withdrew any cases or complaints filed against the rest of the directors if any." (last two paras). The third respondent, consequent upon the settlement reached in terms of the affidavit and the Board minutes dated 05.02.2005, withdrew her complaint lodged against the petitioner with the Police, as borne out by her com .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

oner on account of coercion and force purportedly exercised by the respondents 2 to 4 can neither be agitated in a Section 397/398 proceeding nor adjudicated by the CLB in a summary proceeding. Nevertheless, it is found that the petitioner and the respondents 2 to 4 have consciously acted upon the decisions taken at the Board meeting held on 05.02.2005, pursuant to the settlement reportedly reached between Them, in the terms of the affidavit dated 05.02.2005 of the petitioner. 22. These are refl .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

that the cheque will be signed by Mr. R. Madanagopal along with Mrs. Rajalakshmi or Miss Geethupriya only. Mr. K. Adiaman also agreed to that with AGM of Bank. • The petitioner being a party to the aforesaid Board resolutions and having acted in tune with the "arrangements" already reached is estopped from challenging the decisions taken at such Board meeting, which are now being impugned in the company petition. • The discrepancies in regard to the stock of raw materials mai .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

n the shortage of materials is complained of by the petitioner. A careful consideration of the records would reveal that the respondents 2 to 4 in their legal notice dated 26.03.2005 sent in reply to the lawyer's notice dated 22.03.2005 caused on behalf of the petitioner asserted that "...Our client states that, after the said resolution dated 5.2.2005, our clients have taken charges of the said company and muted the said changes before the Registrar of Companies, Chennai, and thereafte .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

reafter our clients are managing the company in a good manner. 23. Accordingly, at the Board meeting held on 05.02.2005 the second respondent was appointed as Managing Director and the fourth respondent became director of the Company. The respondents 2 & 3 or fourth respondent were jointly to operate the bank account and do all acts of the bank. The authority of the petitioner to operate the bank account was withdrawn with effect from 05.02.2005. The Board minutes dated 16.02.2005 signed by .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ompany had taken charge of the affairs of the Company with effect from 05.02.2005, and are solely accountable for assets of the Company, including the stocks of finished goods and raw materials. The stock statement dated 01.03.2005 under the signature of second respondent discloses stocks worth ₹ 60,18,552.75 lakhs and the audited balance sheet for the year ended 31.03.2005, bearing the signature of the respondents 2 & 3 speaks of the closing stock of ₹ 55.86 lakhs, whereas stock .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ainst the Company. However, there is no explanation whatsoever from the respondents for the shortage of stock of finished goods and raw materials, but unjustly holds the petitioner for the shortage, which is contrary to the materials on record before the Bench. 24. This conduct of the respondents is unfair, causing prejudice to the petitioner and permanent loss to the Company, which shall be remedied in the interest of the Company. The un-established practice of inflating the value of stock by 2 .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

03.2005. Even otherwise the Valuer did not find any physical shortage of stock only during the period between 01.04.2005 and 30.04.2005, while the shortage complained of is related to the month of March, 2005. It is observed from the Valuer's explanation dated 19.04.2006 that the statement for the month of March, 2005 has not been verified by him. In this connection, the Valuer reported that...... "On enquiry it was informed by the first respondent company that, the same (stock statemen .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ort of 30.01.2006 that "Necessary adjustments were made in the audited accounts of the Company for the year ended March 31, 2005 to the extent of shortfall in the value and the extent of shortfall was treated as claim receivable from the Petitioner. Hence, necessary adjustment was made in the accounts as on 31.03.2005 relating to shortfall in the value of the stock to arrive at the value per equity share" The petitioner cannot be mulct with any liability on account of shortfall in the .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

the Valuer, while determining the value of shares must not only be reversed but also be recovered from the respondents. 26. The prejudices suffered by the Company and its directors on account of dishonour of cheques issued by the respondents in favour of certain suppliers for want of sufficient funds, do not any longer exist, pursuant to the purported withdrawal of cases filed against the Company. I do not either propose to consider the veracity of other charges levelled in the matter of compos .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

moval of the second respondent from directorship at the Board meeting of 08.09.2004 and the impugned appointment of Shri K. Kalamegam and Shri P.V. Kasi Viswanathan, as directors at the Board meeting of 15.09.2004 under the guise of the manipulated Board minutes containing forged signature of the fourth respondent came to rest pursuant to the amicable settlement of the disputes reached between the contesting parties in February 2005, as discussed elsewhere, by which the second respondent came to .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

Commissioner of Police, Central Crime Branch, Chennai to investigate the matter. 28. The Sub-Inspector of Police, Central Crime Branch registered criminal cases against the petitioner and two others, namely, Manager and Statutory Auditor of the Company, carried out investigation and submitted his report before the Court of Judicial Magistrate, Ambattur, a copy of which has been produced before the Bench, containing the following charges: • The first accused (petitioner) and the second accu .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ent of the Company for the year 2004, before the Registrar of Companies, which contained the forged signature of the fourth respondent. • The petitioner committed fraud by preparing two different balance sheets for the year ended 31.03.2004, one showing profits and the other reflecting losses, with intention to cheat the Registrar of Companies, Income Tax Department and the Company's banker. • The petitioner and the second accused misappropriated an amount ₹ 1.57 lakhs under .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

papers using Gate Passes to M/s. Milliennium Paper (India) Private Limited, during the period between 11.02.2003 and 31.12.2004 without raising any bill and thereby dishonestly collected a sum of ₹ 18.50 lakhs in respect of the materials supplied, without accounting the same in the books of account of the Company. • Misappropriated a sum of ₹ 1.57 lakhs by raising bogus vouchers under the guise of purchase of white printing paper from M/s. Vaishali Enterprises, without however r .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ng two directors to operate jointly the bank account and the other one empowering the petitioner to operate the bank account which enabled him to embezzle an amount of ₹ 80 lakhs from the Company's account. 29. The Central Crime Branch by forwarding its report requested the Court of Judicial Magistrate, Ambattur to take cognizance of the offences and deal with the petitioner and other accused according to law. The report dated 06.04.2006 of Forensic Sciences Department would confirm th .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

nds of the Company involving huge sums of money attributed to the petitioner are the subject matter of the pending criminal proceedings before the Court of Judicial Magistrate, Ambattur and I, therefore, refrain from adjudicating those contentious issues. 30. It is for the same reasons, the conclusions, reached by the Valuer on the financial irregularities reportedly restored to by the petitioner are pre-mature, for want of any finality reached in the criminal proceedings. Similarly, the company .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

such steps which may become necessary by either of the parties, as conceded at the time of making oral submissions in the matter. 31. The respondents are impugning the allotment of 6980 shares exclusively on 15.09.2004 in favour of the petitioner. The Board minutes dated 15.09.2004, the original of which has never been produced before this Bench, would disclose the allotment of 6980 shares of ₹ 100/- each to the petitioner in order to meet the increasing turnover of the Company. There are .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

allotment of shares in terms of the Board minutes dated 15.09.2004. By virtue of Clause 5 of the articles of association, the shares are under the control of the Board of directors, who may allot or otherwise dispose of the same as deemed fit. The directors have a fiduciary duty to act with utmost good faith, utmost care and due diligence and in the interest of the Company. Their responsibility towards the members in a private company, in the event of issue of additional shares is more onerous a .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ent to the petitioner. By means of the disputed allotment, the shareholding of members got disturbed, constituting an act of oppression, as held in Shymali Dey v. Honco Engineering Works Private Limited (supra). Any creation of new majority by allotment of shares is an act of oppression as held in Arati Dutta Gupta v. Unit Construction Co. Ltd. (Supra). Therefore, the exclusive allotment to the petitioner, apart from being irregular is oppressive of the respondents. There are no primary records .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ullity. With the impugned allotments the paid up capital exceeds the authorised capital of the Company. The balance sheet of the Company for the year ended 31.03.2005 does not reflect the allotments challenged by the respondents. It is relevant to point out that learned Counsel for the petitioner submitted across the Bar that the petitioner is willing to forego the allotment of shares impugned in the main petition. 33. The petitioner is seriously accused of carrying on competition business under .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ents would undoubtedly disclose the mis-trust and differences which are un-reconcilable, between the parties. The relationship got strained to the extent of initiating criminal proceedings against each other, which led to the arrest of the petitioner in April, 2006 and there is no chance of reconciliation on the part of the contesting parties. The facts of the present case would justify an order of winding up of the Company on just and equitable grounds, which will however be prejudicial to the .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

by an Independent Valuer. 35. Accordingly, Shri R. Lakshmi Narayanan, Chartered Accountant, appointed by the Bench, in terms of the order dated 18.11.2005 valued the shares at ₹ 12/- per share and further verified the investments of both parties in the Company, assets and liabilities of the Company as at 31.03.2005, stocks maintained by the Company for the period from 01.04.2005 to 30.04.2005 and the counter claim of ₹ 20 lakhs made against the petitioner. The petitioner had serious .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

at the rate of ₹ 436 per square feet has been arrived at ₹ 52.32 lakhs. 36. The land and building constitute major part of the Company's assets, which will have material impact on the realistic value of shares of the Company. The guideline value does not reflect the market value of any immovable properties, except in the rarest of rare cases, which the Valuer failed to take into account, while determining the value of shares of the Company. The Valuer has not given in his report .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

is much less than the market value of the property. The current value of the land is more than ₹ 1500/- per square feet "...(para 15 in page 6). This value of the land remains uncontroverted either in the counter to the main petition filed on 26.06.2006, by the respondents or at the time of arguments advanced on their behalf. The market value of the land at ₹ 1500/- per square feet, as claimed by the petitioner, not having been denied, expressly or impliedly, is deemed to have b .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

items - ₹ 1,15,000/-), in support of which an independent valuation report dated 16.10.2007 has been produced. It may be observed that the Valuer appointed by the Bench has filed his report as early as on 30.01.2006, valuing the shares of the Company, taking into account inter-alia the guideline value of the properties of the Company on which objections in writing have also been filed by the petitioner in June 2006 asserting that the market value of the landed property is more than ₹ .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

at ₹ 350/- per square feet . Rs. 28,70,000 Total ₹ 2,08,70,000 39. The impugned allotments, namely, 18,020 shares made on 08.09.2004 and 6980 shares made on 15.09.2004, already found to be invalid for the reasons enumerated elsewhere, must be kept aside, thereby the paid up capital of the Company shall only account for ₹ 18,02,000/- consisting of 18,020 shares of ₹ 100 each, for the valuation purpose, in which event the petitioner's holding shall account for 7000 shar .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

of the Company, which shall however subject to any claim which may arise against him on final determination of the pending criminal proceedings. 40. The petitioner was sought to be removed from the post of director, during the pendency of the main petition, at the extraordinary general meeting proposed on 25.07.2005, upon which the petitioner moved an application (C.A. No. 86 of 2005), wherein this Bench by an order dated 19.07.2005 restrained the respondents from removing the petitioner from hi .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

petitioner from the post of director, further resolved that "the above resolution shall come into force after final disposal of C.P. No. 28 of 2005 in accordance with the Company Law Board order dated 19.07.2005" The Board has not given effect to the resolution removing the petitioner from the directorship in which case, the petitioner continues to be part of the Board of directors of the Company. Therefore, this grievance of the petitioner is ill-founded and his prayer to punish the .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

, as proposed hereinafter. In view of the foregoing conclusions and in exercise of the powers vested in Sections 397 and 398 read with Section 402 of the Act, and with a view to regulating the conduct of the Company's affairs, I order as under: (a) The impugned allotments, namely, 18,020 shares made on 08.09.2004 and 6,980 shares made on 15.09.2004 being oppressive are set aside. The Company shall rectify the register of members and reduce its share capital accordingly. (b) The petitioner sh .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

 

 

 

 

 

Discussion Forum
what is new what is new
 


Share:            

|| Home || About us || Feedback || Contact us || Disclaimer || Terms of Use || Privacy Policy || TMI Database || Members ||

© Taxmanagementindia.com [A unit of MS Knowledge Processing Pvt. Ltd.] All rights reserved.

Go to Mobile Version