Tuesday, February 24, 2009

Companies Act_Practical Problems_64

A, one of the shareholders of a company, filed a civil suit in a Court for removal of directors B, C & E. Is the suit maintainable?

Companies Act_Practical Problems_63

P, a director in a PSU is a nominee director of State Government. Whether any general notice is required to be given by him regarding companies in which he is interested?

Companies Act_Practical Problems_62

P was a director of XYZ Ltd. The shareholders of the company by altering its Articles of Association made compulsory qualification for directors to be at least graduate with immediate effect. P who was not graduate was asked to quit. Advise P.

Companies Act_Practical Problems_61

A company incorporated in 2000 had a provision in its Articles that a director should hold 200 shares of the value of Rs.10 each as qualification shares. At an AGM in 2003, an ordinary resolution was passed increasing the share qualification to 600 shares. The company then issued notice to the directors who did not hold 600 shares to acquire additional shares within one month. M, a director, who was asked to acquire additional qualification shares, received the notice. Advice.

Companies Act_Practical Problems_60

The articles of the company PQR Ltd. provide for the appointment of an alternate director. X, a director of PQR Ltd. while proceeding on a long foreign tour, appointed Y as his alternate to act for him during his absence. Whether the appointment of Y by X is valid?

Monday, February 16, 2009

Companies Act_Practical Problems_59

AB Limited is controlled by two groups headed by C and D. Differences arose between C and D in management of AB Limited and this difference landed before the Company Law Board (CLB) for adjudication. At the intervention of CLB a settlement was reached between C and D. This settlement was incorporated in the Order of the CLB. Subsequently the settlement was not implemented. C applied to CLB for enforcing the implementation of the settlement while D applied for the recall of the order of CLB. CLB refused to enforce the settlement. Is CLB right in refusing to enforce the implementation of its order?

Sunday, February 15, 2009

Industrial Dispute Act_9

D o es the Employer have the right to lock out any Public Utility Service?
No employer carrying on any Public Utility service can lockout any of his workman:
(i) Without giving to them notice of lockout provided within 6 weeks before locking out.
(ii) Within 14 days of giving such notice.
(iii) Before expiry of the date of lockout specified in any such notice.
(iv) During the pendency of any conciliation proceedings before a Conciliation Officer and 7 days after the conclusion of such proceedings.

Industrial Dispute Act_8

What are the provisions for General Prohibition of Strikes and Lockouts?
No workman who is employed in any industrial establishment shall go on strike in breach of contract and no employer of any such workman shall declare a lockout:
(a) During the pendency of conciliation proceedings before a Board and seven days after the conclusion of such proceedings,
(b) During the pendency of such proceedings before a Labour Court, Tribunal or National Tribunal and 2 months after the conclusion of such proceedings.
(c) During the pendency of arbitration proceedings before an Arbitrator and 2 months after the conclusion of such proceedings, where a notification has been issued.
(d) During any period in which a settlement or Award is in operation in respect of any of the matters covered by the settlement of Award.

Industrial Dispute Act_7

Who are Conciliation Officers and what do they do?
The Organization of the Chief Labour Commissioner (Central) acts as the primary conciliatory agency in the Central Government for industrial disputes. There are Regional Labour Commissioners (Central) and Assistant Labour Commissioners (Central) who on behalf of the Chief Labour Commissioner (Central) act as Conciliatory Officers in different parts of the country.
The Conciliation Officer makes efforts to resolve the dispute through settlement between the workmen and the management. The duties of Conciliation Officers have been laid down under Section 12 of the Industrial Disputes Act.

Industrial Dispute Act_6

Who can raise an Industrial Dispute?
Any person who is a workman employed in an industry can raise an industrial dispute. A workman includes any person (including an apprentice) employed in an industry to do manual, unskilled, skilled, technical, operational, clerical or supervisory work for hire or reward.
It excludes those employed in the Army, Navy, Air Force and in the police service, in managerial or administrative capacity. Industry means any business, trade, undertaking, manufacture or calling of employers and includes any calling, service, employment, handicraft, or industrial
occupation or avocation of workmen.

Industrial Dispute Act_5

What are the different categories of Industrial Disputes?

The Second Schedule of the Industrial Disputes Act, 1947 deals with matters within the jurisdiction of Labour Courts which fall under the category of Rights Disputes. Such disputes are as follows:
1. The propriety or legality of an order passed by an employer under the standing orders;
2. The application and interpretation of standing orders which regulate conditions of employment.
3. Discharge or dismissal of workmen including reinstatement of, or grant of relief to, workmen wrongfully dismissed;
4. Withdrawal of any customary concession or privilege;
5. Illegality or otherwise of a strike or lock-out; and
6. All matters other than those specified in the Third Schedule.
The Third Schedule of the I.D. Act deals with matters within the jurisdiction of Industrial Tribunals which could be classified as Interest Disputes. These are as follows:-
1. Wages, including the period and mode of payment;
2. Compensatory and other allowances;
3. Hours of work and rest intervals;
4. Leave with wages and holidays;
5. Bonus, profit sharing, provident fund and gratuity;
6. Shift working otherwise than in accordance with standing orders;
7. Classification by grades;
8. Rules of discipline;
9. Rationalization;
10. Retrenchment of workmen and closure of establishment; and
11. Any other matter that may be prescribed.

Industrial Dispute Act_4

What are Industrial Disputes?

Industrial Dispute means any dispute or differences between employers and employers or between employers and workmen or between workmen and workmen which is connected with the employment or non-employment or the terms of employment or with the conditions of labour of any person.

Thursday, February 12, 2009

Companies Act_Practical Problems_58

The majority shareholders of Priya Ltd., after approving the scheme of amalgamation with Ash Ltd., approached the Board of directors of Priya Ltd. with
a request to withdraw the petition filed by the company seeking court’s confirmation. Advise the Board of directors on the course of action to be followed.

Companies Act_Practical Problems_57

A scheme of arrangement confirmed by the court provided for the change in the name of the company. After the scheme is confirmed, the company applied to the Registrar of Companies (ROC) to change the name of the company and issue a fresh certificate of incorporation. ROC refused to effect change of name. Will the stand of the ROC withstand the legal scrutiny ?

Tuesday, February 10, 2009

Companies Act_Practical Problems_56

The shareholders of Green Ltd. and Yellow Ltd. are the same set of people. Green Ltd. and Yellow Ltd. have merged and formed Green Yellow Ltd. It is the contention of the shareholders that since both the transferor and transferee are the same set of people, there is no transfer and hence no liability to stamp duty. Discuss with reference to case law.

Companies Act_Practical Problems_55

Is sanction of the court necessary for a scheme of amalgamation wherein the petitioner company had no secured creditors and all unsecured creditors had accorded their approval to the proposed scheme along with the shareholders of both the companies ? The official liquidator also did not have any objection to the scheme. Substantiate your answer.

Companies Act_Practical Problems_54

An agreement was entered into between a company and its workers. Later on, the said company was to amalgamate with another company. The workers of the said company would like to object to the scheme as creditors. Advise.

Wednesday, February 04, 2009

Companies Act_Practical Problems_53

Giveth Ltd. supplies material to Taketh Ltd. and the latter fails to pay. Hence, Giveth Ltd. files a petition for winding-up of Taketh Ltd. and serves a notice quoting purchase order and invoice which Taketh Ltd. denies. Can Giveth Ltd. enforce the winding-up ?

Companies Act_Practical Problems_52

The Company Law Board has inter alia the power to order the purchase of shares or interests of any members of the company by other members thereof or by the company under section 402. Since section 77A deals with the matter of buy-back of the company’s own shares, do you think that the implementation of the order of the Company Law Board requiring the company to buy shares of certain members of the company, will need compliance with the requirements of section 77A. Substantiate your answer.

Monday, February 02, 2009

Companies Act_Practical Problems_51

Info Com Ltd. receives a notice at its registered office from the Company Law Board through a local courier and the company refuses to accept the same objecting on the ground that the notice had not been sent in a proper manner. Discuss.