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UNI issue: Company Law Board modifies order

Legal Correspondent

Maintain status quo on shareholding, assets


  • Board meetings can be held at 10 days notice
  • Co-opted directors can participate, but cannot vote

    New Delhi: The Principal Bench of the Company Law Board (CLB) has reiterated its interim order, directing the United News of India (UNI) to maintain status quo on the shareholding in the company as also its fixed assets.

    The CLB, in its modified order, however, permitted UNI to hold its board meetings at 10 days notice, along with the agenda, to all Directors.

    "The four Directors co-opted on September 26 may attend and participate in the board meetings but they shall not vote on any resolution that may come up for a decision."

    CLB Chairman S. Balasubramanian, in his December 5 order, said: "I direct that status quo with regard to shareholding of the share be maintained and that no board meeting [of the UNI] should be held without leave of this Board [CLB]. I also direct maintenance of status quo with regard to fixed assets of the company."

    The CLB passed the order on a company petition filed by the ABP Private Ltd, the Manipal Media Network, the Kasturi and Sons Ltd and the Printers (Mysore) Ltd. for a declaration that the resolution, purported to have been passed at the UNI board meeting on September 26, 2006, increasing the paid-up and subscribed capital from Rs.10,18,900 to Rs.20,39,700 by allotment of 10,208 shares of Rs.100 in favour of Media Vest Private Ltd. was illegal, null and void and not binding on the petitioners and the company.

    An interim injunction against the transfer of shares was also sought.

    On December 14, an application was filed on behalf of the affected respondents for recalling/modifying the December 5 order. After hearing counsel for the parties, Mr. Balasubramanian reserved order that day.

    In his December 16 order, he said: "When the petition was mentioned on December 5, on hearing the arguments of counsel for the petitioners, forming a prima facie view, I passed an interim order. Aggrieved at the contents of the said order, the respondents 1 to 3 filed an application for recalling/modifying the said order. I heard the arguments of counsel from both sides on this application. The order of December 5 is modified as follows:

    "Subject to the final order on the allotment of shares to the fourth respondent [Media Vest] and on co-option of four Directors on September 26, I direct the company to maintain the status quo as of date in regard to the shareholding in the company as also its fixed assets. The company is permitted to hold board meetings with 10 days notice to all the Directors along with agenda and the four Directors co-opted on September 26 may attend and participate in the board meetings but they shall not vote on any resolution that may come up for a decision in the board meetings. Pleadings are to be completed as per the order dated December 5."

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