Companies (Amendment) Act, 1988

The appeal concerned a minority shareholder of Gharda Chemicals Ltd., a company that started as a private firm but became a public (hybrid) company under Section 43A of the Companies Act, 1956. The Articles of Association contained Article 57, a pre‑emption clause restricting share transfers, which the appellant claime…

The petitioners, nine shareholders of Sayaji Industries Ltd., filed a Company Petition under Section 155 of the Companies Act seeking rectification of the register on the ground that the managing director, Bipin Mehta, had fraudulently used company funds to purchase its own shares, violating Section 77. The respondents…

The appellants, Stridewell Leathers Ltd., filed a petition under Sections 397/398 of the Companies Act, 1956 before the Company Law Board concerning Shoe Specialities Pvt. Ltd., whose registered office was in Madras. The Board, sitting in Delhi, passed an order which a shareholder appealed to the Delhi High Court under…

Ammonia Supplies Corp. (P) Ltd. claimed it had invested in 50% of the shares of Modern Plastic Containers Pvt. Ltd., a claim the respondent denied. The appellant filed a petition under Sections 397, 398 and 155 of the Companies Act, 1956 seeking rectification of the register of members. The Delhi High Court dismissed t…

Raymond Synthetics Ltd. and others issued a prospectus for a public issue of shares and debentures, seeking permission from several stock exchanges to list the securities. The company received massive oversubscription, allotted shares before the statutory 10‑week deadline for obtaining exchange permission, and later fa…

Satish Chandra challenged Sections 4, 5, 16, 21 and 27 of the Companies (Amendment) Act, 1988 on the grounds that Parliament lacked competence to create the Company Law Board (CLB) and that the Act failed to protect minority shareholders. The petition argued that the power under Section 397 of the Companies Act, 1956 w…