Case LAWS (General Mectiv) + For CS Inter + CS Execubive 1cA/cs CA \ubers PE-T 2 Poc | Pinal 4) Cousent fer shorter Notice urs LAL Re. Self help Industrial Estate. Pvt Led. = It was held thal pest conseuk for shorter notice granted fa the Greveral Meeting by al the. members of the Company - validates the special resclution, though such resolution. ls odveady passed iv the General Mechiy. 2) Provision. of Section- 111 is mandalory or directory Gust Is aw AGM with-a shorter notice. and without oblaining- consent it form-22A valid? Avar There ow different views reqorcing us qua. (0) Yes — AGiMts Valid = Shailesh Hasdlal Shah Bombay Dir Ys HC (laa) Seerntis Directoy) Makushvee Textile Ue ws : Kuldeep singh Dillan Pand H. (Cb) Mo- AaMm Is invalid = f ve ner) Geen is mandatory) —> | Parcagon Utility Financers Ut©) Yes- Agim is Valid Soma Livgappa. Shiva. Pubrappa. Mugabasov YS, Stee Renuka Sugars Limited. Kaxnalka H:¢: (2002) ~ Sect7l is eivectory, Conclusion. > |teeems Bombay + Koaatka Hc Was taken. beHer ylew:+ Sec itl is directory imwature 4 not mandalory. Qusi- Con 2 AG's be. convened or a single. day ? Ausr Yes, if is possible. Qus- Con we qive single vohice of two AGIMS. ? Aver Yes, 1F Is possible. (a) Israich vs. Atlas engineering Ud. (B Iw Ren Feeney Tutitule. of preventive radicines © Glculta chemicals Limited Vs. @ Chanda, Ror Gusy Is iT necessary to held Aci even iP the company ceased to carry on business. ? fuse Yes, this necessary to hold He Aged HAL the Company is wound.up. Madan Gro pal vs my Stute of West Bengal |© Re. HaspevaFt Gold. Reduchon and, Minima Co. lid.” A notice of AGM was issued by MD. or. CS, withoub the. authority of the beard . Jt was held thak the AGM was valid. if Beard of Directors rectify the notice [before ) the AGM Is held. @uestion.. Cavan insolvent pessoa member. sign the requisition. to callan Extra-ordinary Gren theeting (£4r)) Balkrishan. Gupta VS. Swadesly Polytex Linu tect 7 Jk woasheld thak he caw sign the requisition. as the voting power yemains with hint bub monetary benefits ove transfered to gfficial assignee ov the receiver. ® A.D. Chaudhary Us. Mysore. faper Mills Limited =? where the cowl has issued an injunchon order agaist the company and by reason. of such order cy board of directors ort unable. to call an EGM Then the Proper. course of acton. would be such that to request the court ablous the convening, of EGMSikkim. Bauk Limi ted &® Vs, RK. Chaudhary. = IF the General Meehva, is not hetd atthe venue menhened in the notice & and the notice of change of the venues nok given to any member then. such meeting is invalid Tmpracheability fv. calling the meeh “Ie RS. Chel mR iets C madras Hc) (95)) => St was held that closure of Resistered office ts not a case of imprachcabilite.. Vs. Manickaveles Chettiar (ie) R. Rangachaxi Ys. Gupreme Court.) S. Supplah . =>°5¢. held that us 186. the im pracheability wo be either in. cabling, heldivgo7 conducting te GM, however if CLB. steps in holdiua of GM for which notices are already issued by 8.0.5. then it cannot merely appomt chairman. and hold and. conduct &m. dnsuch asituakion, C18. shall 'ssuc ct Fresh vohice. and calk, hell and covduct GM. from. the. very juikial stage© GE) anki Printers Private. Limited ¥s cB. (PB) Hadar Press Limited. eee =) ¢LB held thal meeh cain its discretion. wait for tenger then. half an hour and proceed with the business whene the quorum. is complete . There would be nothing, wrore, if the chairman. come tater then. half an how and cabted the meeting to proceed and the quorum. was complete. on its assdval .cLB held that there was no infirmity im the mertivge, Ret United western. Bank Limited = Jtwas hetd thal a pioxy cannot appoint the body os Further proxys @uestion.2- Of which stote stompduty shalt be payable on. office iu. Bom bay proxy form. @ Exanglee * Member reside ab Dellu Does Stam ping of Delhi ,Haryana possible 2 corpowt- @) Five stone Tyre HE Rubber Co Le. ys. Syuthetatic. + Chemicals Le} > Sh was held that proxy form execubed by member IM ove stake. though beating revenue stamp of other state 16 possible. .© © General MEETING e © TV. Matheue ys. Nadi koa favo Processing Ltd. => Time Limit for convening A-GeM. as per Companies Act 195G—> 31-05: 20d@. However AGIM was postpone to 16-07 200, on. 25-06-2008 . Some of the membership “got changed. The. AGIM was convened on. 16-01 2ocg 1 Queshou orises Gy Whether AGM can be delayed. 4) Who shall exercise the votive powen on 1607-2001 — the original members or the. transferee of shares ?, fnsweeie The Onginal Member shaltexercise votivy power, Now t- 618. aftertluis cose In 2002. reversed the ewrlier decision. in Han Case of United western Bank Ld in Rez Uniked western Bank > Thdecision wos thab ouly new Shareholder would be. allowed to come at tu meetvyy, Namita. Gupta Chachar Native stock, Exchange Co, [te] => The resutet of shows of hand usill become fvabid. if the chairman refuses the valid clemand. foy poll.@ HV. Tayaran. Vs. DPcrcr => Non Issut of share coxtificake > Supreme court held that cause of action. would arise al the place where Regd office. of ta Company is situated . (DBPL. Sanyo Technology Lie. and others Vs. Rahul Agarwal => Transter deed in favowe of “A” sovof "B’. Company send share certificate to "A” son of “a”. © A’ son of “c” transfer the shares 40 a Bank. Cowt held thak Bank should survendax the. shane. certificate. and if It dees not do so Company Shatl. comcel He shore certificate and. issut fresh condificade im fovour of "A" son of °B.”, Nanclita. Ja. Vs. Benelt Oleman £@, =? ¢b8. hetd thak a mmor applyivg through hus guardian for being. registered as a membet was entitled to be. registered as a member, if the shares are fully paich up arid applicahon is signed by the natural Guordian.6 DEBENTURE Borrowing. ultra vires the company — Remedies ovailable to Levder under equity (and not im common aus) (i) Black burn. Build Society Care. . = Under the. equitable, secrive of resthullon he can obtain an injunction. provided he can hace and. indentify the wonsy lertand any pro which the. Paik veto PePatY which the company has Gi) FIR Bank's Executors Humph re => Where He money, of an. ulbra vires borowivg- have been used fo pox off Jouwfutdebts of the company he would be subreqaked to tha positon of creditors paid offand to that extent would hove the right to vecover the Loan From the Compan (ij) Sus tha directors for breach of waranty of aubhonty . Qi) Krishna Kumar Rohtaq and others vs Stake bank of India and others. => In cases where the dir borrows thefund withouk having. authorised by Ha Co. and the monty havebeen used for the benefit of ud. The @ Cannot vepudiale its Labitity bo repay the money - Tus is the bow wiva- intra vires the @ but ultra vires tha duvectors The Lenden would be sale if he prow — headvance Tre loan Iu qed faith + withoubtie Knowled ye Uo Pb eed a dot@ Secton-Liu + 141A Transfer of Shave,” GQ) Nivmal Kumax vs. Jaipwr Metal and Electrical Limited = St was held that the Company cannot refuse to veqister He tonsfer of shares lu javour of a person on the susbicion, thak when such person will attend AGM of the @. as member he will create nwsance. Rangpur tea. Associahov, Vs. MakKan lat = Directors cannot refuse to register the transfer onthe rounds thal the proposed transferee hos made the altempt to windup tle Company fw past. Questions Can the bowad of directors refuse to register trav. of shares in tavowr of proposed transferee. ot te round. thak re is a business vival? Pswer $- Bajaj fulo Ld: ve NK Farodia [472] =») Supreme Court eld thot Company Cau downy. However iu case of 2- Macdowtlls 4 G@. Ld Ys SHAW WALLACE & Go ltd [ 20027 > CLA hetdthak Co wer not entitled to contend tata business vival should vot be atlowed fo buy share m the Co. wor tha pebiloner’s conduct disentitled it to apply for res istration of shares fv. tts name.© Gus: wherethe share tran. committee is delegated the power to register the tran. of shaves tun whelher such. committee. has in herent power to refuse to veqister tha. ansfer of share. fuss (Mo, TN: Kus Kaus ) © uk Premier. Tyre. Ltd / > twos luld thal shave tran. Commirtter hors no such inherent power to refuse to register the tran . of shan. ‘DIVIDENDS Khushatelas Patel Hk: Adhyarr. => Thedividend is payable to the sharehalder whose. names appears in the register of members on the appropriale dale. even thouyh prior fo that date hehas sod the shares and te transfer deed in_vespeck thereof has not been. Aodged with the company ‘The Corapany is viet bound ‘6 payte Pay dividend fo Hu purchaser even though the. transactions between. the seer and. purchaser has been completed. + However, if share. tronsferdeed nas been led ged with, the company and. it has wot yet been registered then. Sechon- 806 A shall come # into operation.Sechon-a0F Hanuman Prasad Gupta Vs. Hiva Lal ~? On postive cf dividend warrant or cheque, the post cHice. becomes the agent of shareholder and the Less of dividend wasrtant during transit thereafter is abthe sk of the. shove holder. , @3) = NEPC India Limited ¥s. ROC = tkwasleld that to invoke penal provisiows under Sec 29% the complaint must be Filed with im J yeast of the issue of Shows cause notice. -In view of Sec ueB of Cr. Pc. 2973 A complaint u/s 207 Hed more then one year after thedale. of issue of show cause votice. shall be prima facie. be. time barred Hanuman. Prasad Gupka. Us. Hist tol => It was held by the Supreme Court that failure to pay dividend or post te div. warrant would arise oulpak the Place of registered office of the Go. and the Court vavivg, jurisdiction. over thal place can aloue could have. jurisdiction to evtertam. the comPlainb.Payment of Dividend oul- of Ca pit Gi) Verner Us General « Commercial Tnvestmeuts Trust ltd - =? Ifthe Memorandum of AssociaHon or Arhcol pve power. to tha company to pay divideud out of capital such o Power shalt be invalid + ulbyavives. ‘ Towers Vs. African Tug. Co. => where the shaveholden receives the dividend paid out of CopitaL, and they had the full Rvowledge thak dividend bem paid. cul at capital they cannot Reep He dividend, with themselves and have to vebwen, theamount received to the company. @3) Ta Re. Fults Croft Core = Where a mis vepresantabion was made to He shareholders by the directors thab tte. dividends were. bemg paid out of profits while they were actually padd cut of capital, the shareholders would not be accountable. and te. directors would be accountable. fo the Companys® OPPRESSTON & MISMANAGEMENT a) Vijay Kumar Cho pra. Vs. Samachar Ud. : => dt was held thab if awh the. ingredieubs of Sechon-6 of Arbitrahouw Act, 1996 are sabisfied seven malteys covered by Section. 397 or 398 canbe referred for arbitrahon. . G5) Bhadresh Xantital Shah Asia Maqoltea (nternahonal > where the Company self is nob a party te acbrtrahow agreement be. agreement is between. the. individual. members , then the maHters related to Co. affairs Finding the place [vw Sec. 237/348 cannot be reffered to arbitration. Facts: A Company had two dominant group of shareholders, Some. SHs of ove such yroup which controlled the @. HU the vecentpast mode the peltion. fp the cow u/s 433 (i Eitivg te cases of dead locR iv mai men’ two pebhouers were. focing the. charges, of Financial trrequfarities ab the time. of making Ha 0 om 4 y Ces Kael Ne Mehta Vs. Shree Laxmi Moters ld => Court held thal the qiven. matter should have. sougnl- the relief ws 397/398 read usith Sechon- Wor avd saw is not madinfainvable, uss 433 CF) of Companies Ack, 1956a) @) world wide Agencies (P) Ud + another Ly Vs. Mrs. Maxavet T Desor and others => The leqal representative of the deceased member whose. name. 13 appearing on the reqister of members Is enblled fo Ble a petition. u/s 397 and 3ag. St woutel be wsrong- to insist that the name of legal vepresentative. be first pub on. the veyisten before he can. moveon application. vs 347, 398 Needle Industyies CEndia) Limi bed VS Needle Industries (Neway) India Hotels Limited => $c: hed thak issut of shares to foreign sharehololers would amount to violation of the provisiows of FERA aud directives of REL, declining to make such issu would nob amount to @ppression. AK: Pusti Vs. Devidas Gropal Krishna Ltd = Pendency of pebhon us 397 4 398 1s notsutficient ground. for shaipng- proceeding. of winding-up.© Re Hindustan, Co-operative Socléby lta. Anattermpt to force new-and move risky objeck upon, onuritling minority ray Pr circumstances amount to Oppression. Gq Grannasamb bandem. Vs. : Tamilnad Transport Coimbatore CP) ld => where ture are 2 Groups of shareholders fn the @. ane ther are holding 5% and 4S. vohing power ond are. convening their Gen Meehing and Board Meeti separately « Such a. srtuahon is a situahon. of deadlock, and wot of oppression. Kalinga Tubes Limited &) ya Tub Shanti prasad Jai. => The mere toss of faith In the majority shareholders cannot be considered as Cppression. on. minority SHs Oppression Should be Continuing. one and, not isolated one.. @) — Rajamiudhri Electricals Lee Vs. Shank Prasad Tatve = Subsequent withdrawal of Consent by some. members . does vot prohibit ¢..-B. to qoou. with the application These members cannot make the allegation. th they were misled by other members,