Section 283 of the Companies Act, 2013/section 456 of the Companies Act, 1956

CL: Where while recalling order of winding up at instance of respondents, Court had directed respondents to pay charges for security of assets of respondent company by way of reimbursement to official liquidator, respondents by not reimbursing expenses were in palpable non-compliance and consequent compounded contempt of order of Court
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[2015] 54 taxmann.com 105 (Rajasthan)
HIGH COURT OF RAJASTHAN
Official Liquidator
v.
Charanjit Pal Jindal
ALOK SHARMA, J.
SB CO. APPLICATION NOS. 84 OF 2005 & 28 OF 2013
DECEMBER  12, 2014
Section 283 of the Companies Act, 2013/section 456 of the Companies Act, 1956 read with rule 9 of the Company (Court) Rules, 1959 - Winding up - Custody of company’s properties - An order for winding up of respondent company had been passed - Court recalled order of winding up at instance of respondents and directed that during pendency of reference before BIFR, assets of company shall remain in custody of official liquidator and expenses incurred in regard there-to towards security etc., would be borne by respondents - Respondents initially paid security expenses incurred by official liquidator, however, after certain time, in-spite of repeated reminders they did not pay due amount - They contended that material lying in premises of property had been stolen and wasted and properties were found to be in a reprehensible state and thus official liquidator was not entitled to claim reimbursement of expenses for safeguarding of company property - Whether since issue of official liquidator being responsible for 'loss' of 'material' of company from its two sites was sought to be generated on vague assertions without any semblance of specifics, respondents were in palpable non-compliance and consequent compounded contempt of order of Court and thus liable to pay outstanding amount to official liquidator - Held, yes [Paras 12, 13 & 14]

Section 241, read with sections 242, 100, 101 and 169 of the Companies Act, 2013/Section 397

CL: Where number of litigations involving petitioner and his Group were continuing before BIFR, AAIFR and other Courts/Forums, removal of petitioner and other directors of his Group from directorship and appointment of 2 new directors from respondents Group had resulted in creation of new majority in management of respondent No. 1 Company which was oppressive in terms of section 397
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[2014] 51 taxmann.com 322 (CLB - New Delhi)
COMPANY LAW BOARD, NEW DELHI BENCH
Vijay Julka
v.
Supriya Pharmaceuticals Ltd.
DHAN RAJ, MEMBER
C. P. NO. 99 (ND) OF 2013
AUGUST  25, 2014
Section 241, read with sections 242, 100, 101 and 169 of the Companies Act, 2013/Section 397, read with sections 398, 402, 169, 171, 172 & 284 of the Companies Act, 1956 - Oppression and mismanagement - Petitioners alleged that EGMs were convened by respondent Nos. 2 to 4 without following statutory procedure laid down in Act and resolutions passed by respondents for removing petitioner and other directors from directorship of respondent No. 1 Company were in contravention of section 284 - Whether in absence of notice of EGMs to petitioner and his Group directors, they did not get liberty to make their representations before shareholders in said EGMs and hence, provisions of section 284 were not duly complied with - Held, yes - Whether petitioner was one of two promoters of respondent No. 1 Company and number of litigations involving petitioner and his Group were continuing before BIFR, AAIFR and other Courts/Forums, therefore, removal of petitioner and other directors of his Group and appointment of 2 new directors from respondents Group had resulted in creation of new majority in management of respondent No. 1 Company and hence, this act was oppressive in terms of section 397 - Held, yes [Para 7.4]

Mismanaged affairs and siphoned of funds of company, he was not entitled to any relief

CL: Where petitioner failed to substantiate allegations of oppressions and mismanagement such as his removal from directorship, appointment of new director and allotment of shares without his knowledge, etc. and in fact was found to have mismanaged affairs and siphoned of funds of company, he was not entitled to any relief
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[2014] 49 taxmann.com 94 (CLB - Mumbai)
COMPANY LAW BOARD, MUMBAI BENCH
Vipul Dilkhushbhai Rathod
v.
Ram Agri-Infra India (P.) Ltd.
ASHOK KUMAR TRIPATHI, JUDICIAL MEMBER
C. P. NO. 17 OF 2013
JUNE  16, 2014
Section 241, read with sections 242 and 246, of the Companies Act, 2013/Section 397, read with sections 398, 402, 403 and 406, of the Companies Act, 1956 - Oppression and management - Whether where due to objection raised by bank to sanction loan to company on account of petitioner's negative

Where company failed to redeem preference shares due to absence of distributable profits

CL : Where company failed to redeem preference shares due to absence of distributable profits and it had proposed to reissue further redeemable preference shares against existing preference shares, company was directed to first settle down claims of preference shareholders who were objectors to such issue
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[2014] 49 taxmann.com 337 (CLB - New Delhi)
COMPANY LAW BOARD, NEW DELHI BENCH
K. K. Jindal
v.
Rajaram Corn Products (PB) (P.) Ltd.
DHAN RAJ, MEMBER
CP NO. 3/80A OF 2008
MAY  29, 2013
Section 55, read with section 465 of the Companies Act, 2013/Section 80, read with sections 80A and 634A of the Companies Act, 1956 - Preference shares - Power to issue redeemable - When on earlier occasion respondent company could not redeem preference shares on due-maturity date, CLB allowed it to issue further redeemable shares against existing redeemable preference shares - Again respondent company was unable to redeem preference shares due to absence of distributable profit in company - Petition under sections 80/80A and 634A was filed by preference shareholders for enforcement of order passed by CLB earlier which tantamounted to objection to reissue of preference shares in lieu of preference shares and dividend thereon - Whether in view of facts, petitioner-preference shareholders were objectors to re issue of fresh issue of preference shares and, hence, respondent company was to be directed to settle down claims of petitioners - Held, yes [Para 10]