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Makhan Lal Jain and Anr. v. The Amrit Banaspati Co. Ltd. and Ors.

ByVivek Kumar Verma

Makhan Lal Jain and Anr. v. The Amrit Banaspati Co. Ltd. and Ors. AIR 1953 All 326 Facts: The petitioners are two share-holders in the Amrit Banaspati Company Limited. They have made various allegations of mismanagement and foul play against the company, its Directors and Managing Agents. It is contended on behalf of the opposite…

Documentation Required for Setting-up Angel Funds

ByVivek Kumar Verma

PRIVATE PLACEMENT MEMORANDUM (PPM) At the Offshore Fund level: PPM is the document that discloses all pertinent information to the investors regarding the company, proposed business operations of the company, structure of the transaction, the terms of the investment (share price, note amounts, maturity dates, etc.), potential risks for the investors, and details of the…

Miheer H. Mafatlal Vs. Mafatlal Industries Ltd.

ByVivek Kumar Verma

The scope of Company Court to sanction scheme of amalgamation is limited and therefore Court can intervene in matter only when it is not just and fair or prejudicial to the interest of share holders. Court can only go through scheme and examine whether it has complied requirements under Section 391 (2) and was passed requisite majority or not. Individual personal interest of minority share holders is of no concern unless it is affecting class interest of such equity shareholders.

A.K.G. Acoustics (India) Ltd. v. Company Law Board (CLB)

ByVivek Kumar Verma

A.K.G. Acoustics (India) Ltd. v. Company Law Board 70 (1997) DLT 767 Facts In order to optimise the efficiency of the appellant Company and to economize on revenue expenses the appellant Company called an Extraordinary General Meeting to pass a Special Resolution to shift the registered office of the appellant Company from its location at…

Do Directors Owe Fiduciary Duty to Shareholders?

Do Directors Owe Fiduciary Duty to Shareholders?

ByVivek Kumar Verma

Scope and Definition of ‘fiduciary’, “fiduciary capacity” and “fiduciary relationship” The Hon’ble Supreme Court in Sri Marcel Martins vs. M. Printer and Ors.[1] defined the term ‘fiduciary’ as- “The word ‘fiduciary’, as a noun, means one who holds a thing in trust for another, a trustee, a person holding the character of a trustee, or…

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