397 of companies act 1956 pdf

Any members of a company who complain that the affairs of the company 2 are being conducted in a manner prejudicial to public interest or in a manner oppressive to any member or members including any one or more of themselves may. The case was subsequently transferred to national company law tribunal, mumbai special bench. The act contains elaborate provisions about the functioning of companies and appointment, role, position, responsibilities and liabilities of board of directors as well as protection of interest of investors in cases of. Main provisions of companies act 1956 presented by. You can view a specific section, or view all sections grouped by chapters. Apr 04, 20 the companies act 1956 1st page repealed see the companies act 20 the companies act 1956 2nd page repealed see the companies act 20 repealed see the companies act 20 part i preliminary 1. Jan 27, 2011 section 399 of companies act, 1956 deals with the issue of qualification to file an application under section 397 398 of companies act, 1956 seeking appropriate relief when there exists oppression and mismanagement in the company. The companies act, 1956 memorandum of association of the. Sep 15, 2016 company law 1956 is the law which applies to all type companies whether it is public or private company. Its all depends upon the facts and circumstances of the case. Oppression and mismanagement under the companies act.

In india, the companies act, 1956, is the most important piece of legislation that empowers the central government to regulate the formation, financing, functioning and winding up of companies. The companies act, 20 rules on the companies act, 20 this feature allows you to view the companies act, 20 sectionwise or chapterwise. Section 291 of the companies act, 1956 confers general power on the board of directors. While section 399 deals with the issue of qualification for approaching the board seeking relief under section 397398, sections 397398 deal with the issues as to what constitutes oppression and mismanagement and the powers of the board. The companies registered under the companies act, 1956 or the earlier companies act.

Pdf on feb 29, 2020, amit kumar and others published scope of sections 397 and 398 of companies act 1956. The companies act, 1956 the companies act, 1956 is applicable to all type of companies, both listed and unlisted companies. The companies act 20 has 464 sections and 7 schedules. The act contains the mechanism regarding organizational, financial, and managerial, all the relevant aspects of a company.

In this section and sections 387b, 387c, 397 and 401, unless the contrary intention appears financial statements means the financial statements of a company required to be prepared by the accounting standards and, in the case of a parent company, means the consolidated financial statements. Notice of order of the court or any other competent authority. The notes below are prepared based on the provisions of the act. Section 243 application for winding up of company or an order under section 397 or 398. Rights of minority shareholders in india under the. Application to clt for relief in cases of oppression. Section 397 of the companies act gives a right to members of a company who comply with the conditions of section 399 to apply to the court for relief under section 402 of the act or such other reliefs as may be suitable in the circumstances of the case, if. Application to company law board for relief in cases of oppression. Section 372a of the companies act legal service india. Section 402 of the act confers powers on the company law boardtribunal to grant various reliefs where a petition for oppression and. Section 399 of companies act, 1956 deals with the issue of qualification to file an application under section 397398 of companies act, 1956 seeking appropriate relief when there exists oppression and mismanagement in the company. Definitions of company, existing company, private company and public company4.

Content introduction definition characteristics of a company types of company 2. The companies registered under the companies act, 1956 or the earlier companies. A company owes its existence either to a special act of parliament or to company legislation. I am of the strong opinion that than any provision of law under the companies act, 1956, the provisions dealing with oppression and. May 29, 2008 section 291 of the companies act, 1956 confers general power on the board of directors. Classification on the basis of number of members private company a private company means a company which has a minimum paid up capital of rs.

Classification on the basis of incorporation statutory companies. Subject to the provisions of the act, the board of directors of a company shall be entitled to exercise all such powers, and to do all such acts and things, as the company is. Right of central government to apply under sections 397 and 398. Group 1 aarti singh, azhar hussain, jyoti nawlani, nemchand meena, renuka sharma companies act. The companies act, 20 ministry of corporate affairs. Sections 397 and 398 of the companies act, 1956 the act, complaining that the affairs of the company are being conducted in a manner prejudicial to public interest or in a manner oppressive to the members. On 2nd may, 2017, the counsel failed to appear before the tribunal due to which the petition was dismissed for default on the said. Minority rights on oppression and mismanagement under. Full text containing the act, companies act, 1956, with all the sections, schedules, short title, enactment date, and footnotes. Section 397 to 409 of the companies act, 1956 lays down provision in. The companies incorporated by means of statute of special act of the parliament or any state legislative eg.

Admissibility of certain documents as evidence effective from 1st april, 2014notwithstanding anything contained in any other law for the time being in force, any document reproducing or derived from returns and documents filed by a company with the registrar on paper or in electronic form or stored on any electronic data storage device or computer readable media by the. Explore the companies act 20 and companies act 1956. Section 397 to 409 of the companies act, 1956 lays down provision in order to protect the rights of minority shareholders and safeguard their interest against the oppressive act of. These are the companies which are formed and registered under the companies act, 1956 or were registered under any of. The 20 act is divided into 29 chapters containing 470 sections as against 658 sections in the companies act, 1956 and has 7 schedules.

National university of study and research in law nusrl. Application to company law board for relief in cases of. The practical lawyer power of the company law board in. By sahil m shah, fourth year, gujarat national law university, gujarat. Hc allows appeal us 10f of companies act, 1956, sets aside clb order passed us 111 that directed the company to rectify the register of members as clb did not follow natural justice principles.

Combined provisions for relief related to oppression and mismanagement. Section 397 in the companies act, 1956 indian kanoon. Definitions of company, existing company, private company and public company 4. The companies act, 1956 existing act contains 658 sections and xv schedules. Section 397 of companies act, 20 admissibility of certain. These rules shall be cited as the companies c ourt rules, 1959 and shall come into force on the 1st day of october, 1959. Short title and commencement these rules shall be cited as the companies court rules, 1959, and shall come into force on the 1st day of october, 1959.

Report us 394a of the companies act, 1956 taking accounts of commentsinputs from income tax department and other sectoral regulators while filing reports by rds. Companies act the companies act is a successor to the indian companies act of 19 and is a consolidation of many successive amendment acts, statutory rules and principles laid down in decisions of. A brief on complications under section 397398 of companies act. Chapter vi of companies act, 1956 deals with oppression and mismanagement and contains sections 397 to 409, important sections being 397, 398, 399, 402 and 403 of the act. Interpretation of person in accordance with whose directions or instructions directors are accustomed to act. Hdfc ergo hdfc general scheme of arrangement final modified. All the four transactions are frequently taken place in any company and henceforth the section becomes more important and therefore it requires to special heed by virtue of strict penal provisions and. Oppression and mismanagement drafting of petitions. Relationship between corporate social responsibility and. Rights of minority shareholders in india under the companies act. The companies act, 1956 memorandum of association of the federation of indian mineral industries new delhi limited by guarantee and not having a share capital name 1. National company law appellate tribunal, new delhi company. Law on oppression or mismanagement us 397, 398 companies act.

Companies act, 1956 bare acts law library advocatekhoj. This section corresponds to section 25 of the companies act, 1956 and empowers the central government to register an association as limited company having charitable objects to promote commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment etc. It denotes a joint stock enterprise in which the capital is contributed by a large number of people. Powers of company law board on application under sections 397 or 398. Every company is required to follow the company law otherwise it will be treated as punishable offence under the companies act, 1956.

The bill for an act with this short title will usually have been known as a companies bill during its passage through parliament companies acts may be a generic name either for legislation bearing. University of petroleum and energy studies upes, students. The comparison among the provisions of the oppression and mismanagement under companies act, 1956 and proposed companies bill, 2011 can be seen under section 397 and 398 of companies act, 1956 with the clause 241 and clause 245 of the proposed companies bill, 2011. A company means a group of persons associated together for the attainment of a common end, social or economic. In these rules, unless the context or subject matter otherwise requires,1 the act means the companies. The provisions of law of limitation will have no application to a petition under section 397398 of companies act, 1956. Construing consent under section 399 of companies act, 1956. The name of the company hereinafter called the federation is the federation of indian mineral industries. There are different views as to how section 397 398 of companies act, 1956 is to be interpreted when it comes providing a remedy to the minority shareholders.

Companies court rules, 1959 in exercise of the powers conferred by subsections 1 and 2 of section 643 of the companies act, 1956, and of all other powers enabling, the supreme court of india, after consulting the high courts, hereby makes the following rules. Oppression and mismanagement drafting of petitions, stages of. A brief on section 8 company under companies act, 20. Power of central government to declare an establishment not to be a branch office. Hdfc ergo hdfc general scheme of arrangement final. The act has replaced the companies act, 1956 in a partial manner. Section 397 of the companies act gives a right to members of a company who. The indian companies act, 1956 basic concept the word company. An act to consolidate and amend the law relating to companies and certain other associations. While section 399 deals with the issue of qualification for approaching the board seeking relief under section 397398, sections 397398 deal with the issues as to what.

The bill for an act with this short title will usually have been known as a companies bill during its passage through parliament. The provisions of law of limitation will have no application to a petition under section 397 398 of companies act, 1956. If the petitioner contends that the property has been sold at throw away price, obtain certified copy of sale deeds from subregistrar office in respect of some other property in the same locality during the same period and attach it with the petition. The act, has lesser sections as the companies will be governed more through the rules which are yet to be prescribed. The companies act 20 is an act of the parliament of india on indian company law which regulates incorporation of a company, responsibilities of a company, directors, dissolution of a company. Purpose of the scheme of arrangement scheme this scheme of arrangement is presented under sections 391 to 394 of the companies act, 1956 read with section 52 of the companies act, 20, section 78 and sections 100 to 103 of the companies act, 1956, as amended by the corresponding provisions of the companies act. Introductionwhat is company a company is an artificial person created by law. Rights of minority shareholders in india under the companies. Companies act, 1956, and of all other powers enabling, the supreme court of india, after consulting the high courts, hereby makes the following rules. Section 31i of the companies act, 1956 defines a company as.

Manner of reporting on section 2273bb of the companies act, 1956. Powers of tribunal the illustrative list of reliefs by nclt under s. Companies act 1956, 20 pdf bare act, bare act pdf, law. Sec 397 and sec 398 of companies act corporate law forum.

Any member of a company who complain that the affairs of the company are being conducted in manner oppressive to any member, may apply to the company law tribunal clt for an order under this section, provided such members have a right so to apply in virtue of section 399. The income tax department never asks for your pin numbers, passwords or similar access information for credit cards, banks or other financial accounts through email the income tax department appeals to taxpayers not to respond to such emails and not to share information relating to their credit card, bank and other financial accounts. Rights of the minority shareholders available under the companies act, 1956 the companies act 1956 was enacted on the recommendations of the bhaba committee set up in 1950 with the object to consolidate the existing corporate laws and to provide a new basis for. There are different views as to how section 397398 of companies act, 1956 is to be interpreted when it comes providing a remedy to the minority shareholders. Subject to the provisions of the act, the board of directors of a company shall be entitled to exercise all such powers, and to do all such acts and things, as the company is authorised to exercise and do. Section 372a of the companies act, 1956 the act deals with intercorporate loan, investment, guarantee and securities in connection with loan. Companies act, 1956 board of directors share repurchase. Be it enacted by parliament in the sixth year of the republic of india as follows 1. Section 397 to 409 of the companies act, 1956 lays down provision in order to protect the rights of minority shareholders and safeguard their interest against the oppressive act of majority shareholders. Updated and amended bare acts in pdf format of companies act 1956 and companies act 20. Companies act with its variations is a stock short title used for legislation in botswana, hong kong, india, malaysia, new zealand, south africa and the united kingdom in relation to company law. You can also search for keywords within the sections of the act.