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Useful for CS/CA Final & CS Executive Students

1. D-LINK (INDIA) LTD. v. SEBI [(2008) 85 SCL 385 (SAT)] N.K. Sodhi (PO), Arun Bhargava & Utpal Bhattacharya, (M) [Decided on 14.07.2008] Companies Act 1956 - Section 77A - Buy back of shares Company passing resolution to buy back - Company did not implement the resolution - Whether company is bound to implement the resolution of buy back - Held, No. 2. G.SIVA RAMAKRISHANA v. RUSNI DISTILLERIES (P.) LTD. [(2008) 85 SCL 231(AP)] V.V.S.Rao, J. [Decided on 28.01.2008] Companies Act,1956 - Section 433 - Winding up of the company -Money paid by petitioners for allotment of shares - Petitioners sought winding up as creditors Whether petition to be admitted Held, No. 3. LPL INFRASTRUCTURES LTD. v. KUMARS METALLUGICAL CORPORATION LTD.[(2008) 85 SCL 251 (AP)] V.V.S.Rao, J. [Decided on 23.01.2008] Section 433 of the Companies Act 1956 read with section 15 of the SARFAESI Act Winding up petition filed Respondent Company was issued with possession notice by the Reconstruction Company whether winding up is barred - Held, No. 4. RAMESHBHAI TANK v. OFFICIAL LIQUIDATOR OF VIJAY MILLS LTD. [(2008) 85 SCL 262(GUJ.)] K.A.Puj, J. [Decided on 18.03.08] Companies Act, 1956 - Section 630- OL issued eviction notices to employees occupying the rooms - Employees claimed that they were not service tenants OL proved that they were service tenants - Whether application to be allowed Held, No. 5. AJAY G. PODAR v. OFFICIAL LIQUIDATOR OF J.S. & W.M. & ORS. [JT 2008(8) SC 304] S.H. Kapadia & B. Sudershan Reddy, JJ. [Decided on 22.07.2008] Companies Act, 1956 - Sections 458A and 543 - Company under winding up - OL initiated misfeasance proceedings after the expiry of 5 year period - Appellant raised the plea of limitation Whether the proceedings are barred by limitation Held, No.

2008-09 IMPORTANT CASE LAWS UNDER COMPANIES ACT, 1956

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6. VALJI KHIMJI & CO. v. OFFICIAL LIQUIDATOR OF HINDUSTAN NITRO sPRODUCT (GUJARAT) LTD [(2008) 86 SCL 81 (SC)] Markandey Katju, J [Decided on 12.08.2008] Companies Act, 1956 - Section 456 - Company under liquidation - Sale of companys property - Bid of the appellant accepted and sale confirmed - Two new bids of higher value submitted-Sale confirmation order recalled - Whether recalling of the sale confirmation order is valid - Held, No. 7. WALNUT PACKING P. LTD. v. SIRPUR PAPER MILLS LTD [(2008) 144 COMP CAS 454(AP)] V.V.S.Rao, J. [Decided on 18.03.2008] Companies Act,1956 - Section 433 - Winding up Subsidiary company failed to make payments - Disputed the claim of the petitioner - Whether holding company of the subsidiary liable for winding up - Held, No. 8. SIEL LTD., In re. [(2008) 144 COMP CAS 469 (DEL)] Ms. Rekha Sharma J. Decided on 11.09.2008] Companies Act, 1956 - Sections 101,102 and 103 - Reduction of capital Extinguishment of some shares of particular class - Reduction pursuant to scheme of amalgamation - No objection raised by the Central Government - Whether the reduction of capital to be allowed - Held, Yes. 9. SHIVANAND GAURISHANKAR BASWANTI v. LAXMI VISHNU TEXTILE MILLS & ORS. [(2008) 144 COMP CAS 516 (SC)] C.K. Thakker & D.K.Jain, JJ. [Decided on 11.07.2008] Sick company - Recommended for winding up - BIFR restrained the disposal of properties -DRT decreed in favour of banks- Auction sale of properties by Recovery Officer - Whether sale of property is violative of BIFRs order - Held, No. 10. PIYUSH RASTOGI v. MOULIK FINANCE AND RESORTS LTD. [(2008) 86 SCL 104 (ALL)] Tarun Agarwala, J. [Decided on 22.04.2008] Companies Act, 1956 - Section 446 - Company under winding up - Criminal proceedings initiated at the behest of RBI Directors contended that leave of the company court was not taken for initiating criminal proceedings- Whether criminal proceedings to be quashed-Held, No.

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11. WASAVA TYRES v. PRINTERS (MYSORE) LTD. [(2008) 86 SCL 171 (KAR)] K. Sreedhar Rao, J. [Decided on 20.11.2008] Companies Act, 1956 - Section 2(26) - Powers of managing director-managing director of the respondent company filed suit against the applicants - Applicant contended that MD had no proper authorization to file the suit-whether contention is valid -Held, No. 12. J.P. SRIVASTAVA & SONS (RAMPUR) PVT. LTD. & ORS. v. U.K. SRIVASTAVA (DEAD) THROUGH LRS. & ORS. [JT 2008 (10) SC 144] Altamas Kabir & V.S. Sirpurkar, JJ. [Decided on 03.09.2008] Companies Act, 1956 - Sections 397, 398 and 399 - CLB passed an order covering various issues including maintainability The order was challenged before the High court- High court dismissed the appeal- Supreme court upheld the maintainability and remanded the appeal to High Court - High Court remanded the matter back to the CLB - Whether tenable- Held, No. 13. A.P. STATE FINANCIAL CORPN. v. MAGNA HARD TEMPT LTD. (IN LIQUIDATION) [(2008) 86 SCL 238 (AP)] Ramesh Ranganathan,J. [Decided on 15.02.2008] Companies Act, 1956 read with Rule 156 of the Companies (Court) Rules, 1959 Creditors right to claim contractual interest Rule 156 provided for lesser interest - Whether vires of rule 156 could be challenged before the company court - Held, No. 14. NOTED INFOTECH (P.) LTD. v. SEBI [(2008) 86 SCL 207 (SC)] Tarun Chatterjee & Aftab Alam, JJ. [Decided on 04.08.2008] Brief Facts : The appellant belatedly filed several appeals before the Tribunal along with application for condonation of delay. The Tribunal rejected the application and passed impugned order holding the applicant guilty of contravention. The appellant moved the Supreme Court. Decision: Appeal allowed. 15. G.S. BHATTA v. SIRIUS SHIPPING CO. LTD. [(2008) 86 SCL 215 (CLB)] K.K. Balu, VICE CHAIRMAN [Decided on 03.07.2008] Companies Act, 1956 -Section 403 - CLB passed an interim order to maintain status quo- Respondent company filed a merger petition before the High Court Petitioner moved a contempt application on the ground that the merger petition is violative of the interim order - Whether sustainable - Held, No. Page 3 CS Students Online Club
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16. LANDESBANK BADENWURTTEMBERG v. NOVA PETROCHEMICALS LTD. [(2008) 86 CLA 113 (GUJ.)] K.A. Puj, J [Decided on 09.01.2008] Companies Act, 1956 - Section 391 - First motion One of the creditors seeking reclassification and postponement of class meetings - Whether permissible Held, No. 17. CHANDRASINGH JAISINGH MAHIDA v. STATE OF GUJARAT & ANR [(2008) 146 COMP CAS 69(GUJ)] Ms. H.N.Devani J. [Decided on 02.04.2007] Companies Act, 1956 - Section 630 - Withholding of companys property-First criminal complaint withdrawn by company after the process was issued by the trial court - Second complaint filed - Whether permissible-Held, No. 18. TCI INFRASTRUCTURE FINANCE LTD., In re [(2008) 146 COMP CAS 133 (RAJ)] Shiva Kumar Sharma J. [Decided on 19.02.2007] Companies Act, 1956 - Sections 391 and 393 - Material facts not disclosed properly Exorbitant sacrifices from the creditors proposed - whether the scheme to be sanctioned - Held, No. 19. COMMISSIONER OF INCOME-TAX v. AATUR HOLDINGS P. LTD. [(2008) 146 COMP CAS 152 (BOM)] F.I. Rebello & R.S. Mohitre JJ. [Decided on 12.03.2008] Companies Act, 1956 - Section 206 - Entitlement to dividend - Whether de facto shareholder is entitled to receive dividend - Held, No. 20. DR. L.P. PRABHU v. OFFICIAL LIQUIDATOR, HIGH COURT OF KERALA [(2008) 146 COMP CAS 157 (KER)] J.B.Koshy &Mrs.K.Hema JJ. [Decided on 30.01.2008] Companies Act,1956 - Section 125 - Registration of charge - Winding up of company - Directors taking over of the bank loan to company - Charge against the property of the company not registered in favour of directors - Whether directors can claim that they should be put in the place of the bank which was the first lender - Held, No.

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21. HIGH COURT OF KERALA [(2008) 146 COMP CAS 157 (KER)] J.B.Koshy &Mrs.K.Hema JJ. [Decided on 30.01.2008] Companies Act,1956 - Section 125 - Registration of charge - Winding up of company - Directors taking over of the bank loan to company - Charge against the property of the company not registered in favour of directors - Whether directors can claim that they should be put in the place of the bank which was the first lender - Held, No. 22. JMD MEDICARE LTD. v. SIEMENS AKTIENGASELLSCHAFT [(2008) 88 SCL 51(CAL)] Pinaki Chandra Ghose & Sankar Prasad Mitra, JJ. [Decided on 15.05.08] Companies Act, 1956 Section 433 Winding up Inability to pay debt Appellant purchased MRI machine and failed to make the payment Respondent filed a winding up petition Company court admitted the petition Whether correct - Held, Yes. 23. NORTHERN PROJECTS LTD. v. BLUE COAST HOTELS AND RESORTS LTD. [(2008) 88 SCL 74 (BOM)] N.A.Britto, J [Decided on 25.04.2008] Companies Act, 1956 Section 399 Requisite percentage of voting shares Interpretation of the term issued share capital - Whether includes preference and equity shares Held, yes. 24. SUNIL DANG v. INDIAN NEWSPAPER SOCIETY [(2008) 88 SCL 121 (DEL)] Rajiv Sahai Endlaw, J. [Decided on 09.09.2008] Companies Act, 1956 Section 26 Plaintiff held two memberships Company cancelled both the memberships Articles not providing for the same Plaintiff filed a suit for permanent injunction for not to be removed from the membership of the company Whether injunction to be granted Held, yes. 25. UNIWORTH RESORTS LTD. v. ASHOK MITTAL [(2008) 4 COMP LJ 305 (CAL.)] Sanjib Banerjee, JJ. [Decided on 05.09.2007] Companies Act, 1956 Sections 10F Appeal to High court Amendment of petition under section 397 & 398 CLB allowed the amendment application with out stating reasons Whether correct Held, No. 26. BINAYAK SARKAR v. SHUVAM WATCH STRAPS (P) LTD. [(2008) 4COMP LJ 311(CAL.)] Ms.Indira Banerjee, J. [Decided on 02.05.2007] Page 5 CS Students Online Club
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Companies Act, 1956 Section 433 winding up of company inability to pay debt Respondent company setting up an arguable defense No clear cut admission of debt-accounts needed scrutiny Whether petition to be admitted Held, No. 27. AREVAT & D INDIA LTD. v. UNION OF INDIA [(2008) 87 CLA 58 (CAL)] Pinaki Chandra Ghose & Sankar Prasad Mitra, JJ. [Decided on 18.12.2007] Companies Act, 1956 - Section 394 - Amalgamation of companies Merger of authorized capitals of companies - Increase of authorized capital of the transferee company Whether registration fees to be paid on the increased capital - Held, No. 28. SHIVALIK SAVINGS AND GENERAL INVESTMENTS LTD. (IN LIQUIDATION) v.C.J.SINGH & ORS [(2009)147 COMP CAS 22 (P&H)] Permod Kohli J. [Decided on 15.09.2008] Companies Act, 1956 - Sections 542 and 543 Misfeasance proceedings against directors - Winding up order passed in 1989 - Misfeasance proceedings initiated in 1995 - Whether limited by time - Held, No. 29. RASIKLAL S. MARDIA v. O.L. OF MARDIA CHEMICALS LTD. [(2009) 147 COMP CAS 31 (GUJ)] K.A. Puj J. [Decided on 15.04.2008] Companies Act, 1956 - Section - Company under liquidation - OL failing to represent the company in legal proceedings - Shareholder seeking to represent the company in assistance to the OL - Whether permissible-Held, Yes. 30. CHEMBRA ORCHARD PRODUCE LTD. v. REGIONAL DIRECTOR OF COMPANY AFFAIRS [(2009) 1 COMP LJ 1 (SC)] S.H.Kapadia & Aftab Alam, JJ. [Decided on 04.12.2008] Rule 67 of the Companies (Court) Rules, 1959 read with section 391 of the Companies Act - Application seeking courts direction for convening class meetings - Whether should be heard ex parte - Held, Yes.

31. SUPERINTENDENT OF CENTRAL EXCISE & CUSTOMS v. SRI ISHNUPRIYAINDUSTRIES LTD. (IN LIQUIDATION) & ORS [(2008) 147 COMP Page 6
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CAS 172 (AP-FB)] B. Prakash Rao, L. Narasimha Reddy & G.V. Seethapathy JJ. [Decided on 26.08.2008] Companies Act read with Customs Act - Respondent Company failed to pay the customs duty and the imported goods were auctioned by the Department Meanwhile, the company was wound up - The auction sale was declared void by the company court Whether correct - Held, No. 32. SHIVARPAN ENGINEERING PVT. LTD. v. OFFICIAL LIQUIDATOR, HIGH COURT OF CALCUTTA [(2009) 147 COMP CAS 199 (CAL.)] Patherya J. [Decided on 05.11.2008] Companies Act, 1956 - Company in liquidation-Auction sale of land admeasuring 4.68 acres - Execution of conveyance Dispute between OL and the auction purchaser as to the area of land - Whether OL is required to execute conveyance deed for the undisputed area of the land - Held, Yes. 33. FAROUK IRANI v. REGISTRAR OF COMPANIES [(2009) 1 COMP LJ 112 (MAD)] M. Chockalingam & R. Subbiah, JJ. [Decided on 01.07.08] Companies Act, 1956 - Section 633 - Violation of the mandatory provisions of the Act Bona fide not proved-Whether court is bound to grant relief to the directors - Held, No. 34. K.R.SUBRAMANIAN v. OFFICIAL LIQUIDATOR, HIGH COURT OF KERALA [(2009) 147 COMP CAS 213(KER)] J. B. Koshy & K.P.Balachandran JJ. [Decided on 15.10.2008] Companies Act, 1956 Section 454 Statement of affairs Failure to file Liability of managing director Liability of erstwhile director managing director showed reasonable cause OL did not obtain the orders from the Court to direct the erstwhile directors to file statement of affairs Company court convicted the MD and erstwhile directors Whether correct Held, No. 35. YEHUDA SILBERBERG LTD. v. PREMIER POLYWEAVES P. LTD. [(2009) 147 COMP CAS 360 (MAD)] Mrs. Chitra Venkataraman, J. [Decided on 27.08.2008] Section 433 of the Companies Act, 1956 read with section 13(c ) of the CPC Winding up Petitioner obtained decree against respondent from Israel court Winding up petition filed on the basis of this foreign decree Company was a going concern Bonafide disputes as to the enforceability of the decree were raised Whether the petition should be admitted Held, No. Page 7 CS Students Online Club
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36. VIJAY INDUSTRIES v. NATL TECHNOLOGIES LTD [JT 2009 (2) SC 41] S. B. Sinha & Cyriac Joseph, JJ. [Decided on 17.12.2008] Companies Act, 1956 Section 433 Winding up petition Debt due Whether the entire debt due must be certain Held, No. 37. UNION OF INDIA v. SATYAM COMPUTERS SERVICES LTD. & ORS [(2009) 1COMP LJ 308(CLB)] S.Balasubramanian, Chairman [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. 38. AJIT SINGH AHUJA v. SAPHIRE (INDIA) (P) LTD. [(2009) 1 COMP LJ 313(CLB)] Vimla Yadav, Member [Decided on 14.02.2009] Companies Act, 1956 - Sections 397 and 398 Oppression and financial mismanagement - Respondents suppressed facts - Whether petition should be allowed - Held, Yes. 39. JOGIN DE ALIAS JOGINDRA NATH DE V. EASTERN INDIA MOTION PICTURE ASSOCIATION & ORS [(2009) 148 COMP CAS 15 (CLB)] S.Balasubramanian (Chairman) [Decided on 12.06.2008] Companies Act, 1956 - Section 167 - direction to hold AGM for 2006-07 by 19.02.2008 statutory period for holding AGM expires on 17.06.2008 - whether the order holding the AGM by 19.2.2008 to be recalled - Held, Yes 40. AJIT SINGH DEOGAN & ORS v. SUTLEJ CHIT FUND AND FINANCIERS P. LTD. & ORS [(2009) 148 COMP CAS 18 (CLB)] Vimla Yadav (Member) [Decided on 23.05.2008] Companies Act, 1956 - Sections 397 and 398 - Petition by 2 shareholders out of 15 shareholders holding 450 shares out of 2000 shares maintainability - Whether the petition is maintainable - Held, Yes. 41. SATELLITE TELEVISION ASIAN REGION LTD. & ANR V. KUNVAR AJAY DESIGNER SAREE P. LTD. [(2009) 148 COMP CAS 62 (GUJ)] K.A.Puj, J. [Decided on 14.11.2008] Page 8
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Companies Act, 1956 - Section 433 - Winding up Objections - criminal deeds by directors - Winding up would enable the directors to go scot free - Whether winding up should not be allowed - Held, No. 42. BINAYAK SARKAR v. SHUVAM WATCH STRAPS (P) LTD. [(2009) 90 SCL 178(CAL)] Indira Banerjee, J. [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. Respondent disputed the debt Execution of documents disputed - Whether bona fide dispute exists - Held, Yes. 43. GOPIKA CHANDRABHUSHAN SARAN & ANR. V. XLO INDIA LTD. & ANR. [(2009) 148 COMP CAS 130 (SC)] 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.

44. 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. 45. 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.

46. AL CHAMPDANY INDUSTRIES LTD. v. OFFICIAL LIQUIDATOR &ANR [(2009) 148 COMP CAS 641(SC)] S.B.Sinha & Ashok Kumar Ganguly JJ. [Decided on 19.02.2008] Companies Act, 1956 - Winding up of company - Sale of property - Municipal Corporation claiming tax dues for the period anterior to the sale from the purchaser - whether purchaser is liable to pay such tax dues - Held, No. Page 9 CS Students Online Club
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47. BAYWEST POWER AND ENERGY P. LTD. v. ZLPRO INTERNATIONAL LTD. & ANR [(2009) 148 COMP CAS 751 (KAR)] Deepak Verma & K.L.Manjunath JJ. [Decided on 22.01.2008] Companies Act, 1956 - Section 433 - Winding up of company - Statutory notice received by employee - Company failed to pay the admitted amount - Whether winding up be admitted Held Yes 48. P.V.PREMNATH v. TVS MOTOR CO. LTD. [(2009) 148 COMP CAS 774 (CLB)] K.K.Balu (Vice Chairman) [Decided on 17.11.2008] Companies Act,1956 - Section 111A - Petitioner obtained a decree against the owner of the impugned shares from a civil court On the basis of the decree he filed a petition to rectify the Register of members of the Respondent company Whether petition is maintainable - Held, No. 49. FORBES FINANCE LIMITED (CLB) In re: C.A.NO.96/19/CB/2008 IN C.P.NO.792/17/SRB/ 2007 K.K.Balu,Vice Chairman. [Decided on 11.02.2009] Companies Act, 1956 - Section19(2) - Approval of CLB for change in registered office - Filing of defective Form 21 - Computer system not recording the filing Validity of order sanctioning alteration of memorandum ceases - Whether the CLB order to be revived - Held, Yes. 50. TIRUPATI FINLEASE LTD v. PRAJAY ENGINEERS SYNDICATE LTD & ORS In Re: C.P.NO.781 OF 2007 (CLB) K.K.Balu (VC). [Decided on 11.02.2009] Companies Act, 1956 - Section 111A - Transfer of shares - ownership of impugned shares disputed in a civil suit filed by the transferor - Civil court passed status quo order - Transferee filed company petition after the filing of then civil suit Whether relief could be granted - Held, No.

51. SATISH CHAND JAIN v. HIMALAYA COMMUNICATION LTD. (CLB) In re. CP 30/ 2002 Vimla Yadav, Member. [Decided on 05.03.2009] Companies Act, 1956 - Section 397 - Valuation of shares-disputes as to valuation Whether new valuer to be appointed - Held, Yes. 52. NARINDER JEET KANWAR v. APPOLLO TYRES LTD. (CLB) In re. C.P. NO. 99/2007 K.K. Balu, Vice Chairman [Decided on 12.03.2009] Page 10 CS Students Online Club
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Companies Act, 1956 - Section 237 - Investigation of the affairs of company -Locus standi to file petition - Petition moved by a non-member - Whether maintainable - Held, No. 53. A.E.AL AMEEN & ORS. v. ILAYANGUDI MUSLIM EDUCATIONAL ASSOCIATION (CLB) In re. C.P. NO. 39/2004 Kanthi Narahari, Member [Decided on 20.03.2009] Companies Act, 1956 - Section 397 - Induction of 48 members on a single day Whether impermissible - Held, No. 54. FIRST TECHNOLOGIES PVT. LTD. & ORS. v. HIPERWORLD CYBERTECH LIMITED & ORS.(CLB) In re. C.P. NO. 9/2004 K.K. Balu, Vice Chairman. [Decided on 06.02.2009] Companies Act, 1956 - Sections 397 and 398 - Dispute between investor and promoters-deadlock situation prevailed CLB ordered buyout of investors shares by the promoters. 55. C.VASUDEVA MURTHY v. ASSOCIATED OXIDES PVT. LTD. & ORS. (CLB) In re. C.P. NO. 36 OF 2005 K.K.Balu, Vice Chairman. [Decided on 02.03.2009] Companies Act, 1956-Section 397- Two shareholders holding equal shareholdingIrreconcilable differences between them- Petitioner seeking the removal of the second respondent- CLB offered buyout options to both of them to buy the shares of other.

56. S.V.T.SPINNING MILLS PRIVATE LTD. & ORS. v. M.PALANISAMY & ORS. (CLB) In re. C.A. NO. 161/2006 IN C.P. NO. 37/2006 K.K.Balu, Vice Chairman [Decided on 30.07.2009] Companies Act, 1956- Sections 235,237,397 and 398 Respondents questioning the maintainability of the petition-Whether to be allowed-Held, No. 57. WEBNEURON SERVICES LTD., In re.[(2009) 149 COMP CAS 61(DEL)] S.N. Aggarwal J. [Decided on 28.04.2008] Page 11 CS Students Online Club
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Companies Act, 1956 Sections 391-394 - Amalgamation of companies Employee of Transferor Company opposed the petition on the ground of non payment of dues - Whether scheme not to be sanctioned-Held, No. 58. K.RAMASUNDARI v. M/S.RAJAWOODS (INDIA) PVT. LTD.(CLB) In re. C.P. NO. 43/2005 K.K. Balu Vice Chairman. [Decided on 09.03.09] Companies Act, 1956 - Sections 235, 397, 398, 402 and 403 Petition alleging mismanagement and seeking investigation- Several directions issued by the CLB. 59. TATA IRON AND STEEL CO. LTD. v. OMEGA CABLES LTD. [(2009) 149 COMP CAS 457 (MAD)] D. Murugesan & C.S. Karnan JJ. [Decided on 29.04.2009] Companies Act, 1956 - Section 433 - Winding up - No documents to prove that the debt is disputed debt - Whether winding up should be allowed - Held, Yes. 60. RATNA COMMERCIAL ENTERPRISES P. LTD. v. VASU TECH LTD. [(2009) 149 COMP CAS 477 (P&H)] Permod Kohli, J. [Decided on 22.04.2009] Companies Act, 1956 - Section 433- Winding up - Receipt of loan admitted Deduction of TDS from payment admitted - Subsequent arrangement was not proved- Dispute is not bona fide - Whether petition to be admitted - Held, Yes. 61. 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. 62. 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.

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63. PANKAJ ALUMINIUM INDUSTRIES P. LTD. v. PANKAJ EXTRUSIONS LTD. [(2009) 149 COMP CAS 660 (GUJ)] K.A. Puj, J. [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. 64. RAGHBIR SINGH & ORS v. SIKRI MULTIPLEX CINEMA P. LTD. & ORS (2009) 149 COMP CAS 497 (P&H)] K. Kannan, J. [Decided on 19.03.2009] Companies Act, 1956 Sections 397 & 398 Oppression and mismanagementIssues raised in petition pending before civil court CLB dismissed the petition Whether dismissal is correct Held, Yes. 65. MEKASTER VALVES AND ENGINEERING SERVICES P. LTD., In re [(2009) 149 COMP CAS 593 (GUJ)] K.A. Puj, J. [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. 66. AMADHI INVESTMENTS LTD., In re [(2009) 149 COMP CAS 617 (CLB)] V. S. Rao (Member) [Decided on 09.06.2008] Companies Act, 1956 - Section 621A - Compounding of offences - Finer points explained. 67. G. SAIBABA REDDY v. SWAL CORPORATION LTD. [(2009) 150 COMP CAS 170 (CLB)] Balu. K. K. (Vice-Chairman) [Decided on 16-5-2008] Section 397 of the Companies Act, 1956 read with section 8 of the Arbitration and Conciliation Act, 1996 - Oppression and mismanagement - Petition for relief - Reference to arbitration based on shareholders agreement - No commonality of parties to proceedings and shareholders agreement Whether maintainable Held, No. 68. JAIDEEP HALWASIYA v. RASOI LTD. [(2009) 150 COMP CAS 20 (CAL)] Surinder Singh Nijjar C. J., & Dipankar Datta, J. Decided on [19-22009]

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Companies Act, 1956 - Sections 81 and 173 - Annual general meeting - Issue of further shares - Allotment to promoter group - Suit for injunction alleging unfairness in conducting the meeting - Interim injunction refused - Whether correct - Held, No. 69. DECCAN AVIATION LTD. v. GE COMMERCIAL AVIATION SERVICES LTD. (NO. 1) [(2009) 150 COMP CAS 37 (KAR)] Anand B. Reddy J [Decided on 16-1-2009} Companies Act, 1956 - Sections 391 and 392 - Scheme of arrangement - Power of the court to enforce arrangement -Respondent sought repossession of its 4 leased aircrafts from the applicant - Applicant sought the intervention of the court - Whether Court should interfere - Held, No. 70. B. N. KAUSHIK v. REGISTRAR OF COMPANIES [(2009) 150 COMP CAS 97 (DEL)] Reva Khetrapal, J . [Decided on 8-4-2009] Companies Act, 1956 - Sections 162 and 220 - Offences and prosecutionFailure to file balance-sheets, etc.Honorary secretary resigned - Violations pertaining to period after resignationInitiation of action 22 years after resignationWhether conviction was correct-Held, No. 71. SUGAVANESWARA SPINNING MILLS (P.) LTD. v. S. ARUNACHALAM [(2009) 150 COMP CAS 149 (CLB)] Kanthi Narahari (M). [Decided on 274-2009] Section 397 of the Companies Act, 1956 read with section 8 of the Arbitration and Conciliation Act, 1996 - Oppression and mismanagement - Petition for relief - Application seeking reference to arbitration - Signatures in arbitration agreement scored off and disputed - Some petitioners not party to agreement Whether matter to be referred to arbitration - Held, No. 72. S.V.T. SPINNING MILLS (P.) LTD. v. M. PALANISAMY [(2009)149 COMP CAS 678(CLB)] BALU K. K. (Vice-Chairman). [Decided on 30-1-2009] Companies Act, 1956 - Sections 397, 398 and 399 Oppression and mismanagement - Petition for relief Maintainability - Qualification to file petition - Dispute as to title of shares Whether to be decided as preliminary issues - Held, No.

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