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Tuesday, January 8, 2008

. Interim Order by the Company Law Board Sec. 403

. Sections 402, 403,408 and 409 of the Companies Act, 1956 confer wide powers
upon CLB and the Central Government to check oppression of minority and mis
management by the majority. These may be noted as follows:
1. Power to Regulate or Conduct the Affairs of a Company (Sec. 402)
Powers of the Company Law Board in these cases are very wide. In fact, the Company Law Board may make any order for the regulation or the conduct of the company's affairs upon such terms and conditions as may, in its opinion, be just and equitable in the circumstances of the case. Section 402 provides that, without prejudice to the generality of the powers of the Company Law Board, any order may provide for:
(1) The regulation of the conduct of the company's affairs in future. In Bennet Coleman & Co. Vs. Union of India, the Court ordered a new article into the Articles of Association providing that all the shareholders' Directors will retire every year.
(2) The purchase of the shares or interests of any members of the company by
other members thereof or by the company.
(3) In the case of purchase of its shares by the company, the consequent reduction
of its share capital.
(4) The termination, setting aside or modification of any agl'eem~nt, howsoever
arrived at, between the company on the one hand, and any of the following
persons, on the other, namely:
(a) the Managing Director,
(b) any other Director, and
(c) the Manager.
(5) The termination, setting aside or modification of any agreement with any
person (other than those mentioned above), provided due notice has been
given to him and his consent obtained.
(6) The setting aside of any transaction entered into by the company within 3
months before the presentation of application which in case of an individual's
insolvency shall be deemed as a fraudulent preference.
(7) Any other matter of which, in the opinion of the Company Law Boara, it is
just and equitable that provision should be made.
In case of loss of office of any person resulting from the termination of an agreement by the order of the Company Law Board no compensation shall be payable to the person concerned. Moreover, such a person cannot act for the company for 5 years thereafter without permission of the Company Law Board [Sec. 407].
Any person who knowingly acts as a Managing Director or Manager of a company in contravention of the aforesaid provision shall be punishable with imprisonment for a term which may extend to one year or with fine which may extend to fifty thousand rupees or with both.

2. Interim Order by the Company Law Board (Sec. 403)
Pending the making by it of a final order under Section 397 or 398, the Company Law Board may, on the application of any party to the proceeding, make an interim order which it thinks fit for regulating the conduct of the company's affairs, upon such terms and conditions as appear to it to be just and equitable.

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