...itself or where the breach of duty complained of is a breach of fiduciary duty by a member suing in a derivative action on behalf of himself and all other members of the company, his liability for breach...of fiduciary duty by misfeasance proceedings in the company's winding up is well known. But directors owe no fiduciary or contractual duties nor any duty of care to persons who deal with their company...affairs. The liability of the directors even in common law is confined only where they have been guilty of a tort toward the creditors as well as breach of duty owed to the company. Consequently, directors...

...further alleges the respondent No.2 - Director has abstained from - 4 - performing his duties, in breach of his fiduciary duty...Petitioner is a shareholder holding upto 99.99 % of the shareholding of the respondent No.1 - company. The respondent No.2 is the Director. The petitioner is also a guarantor / co-borrower...

...the course of his working as a director with the plaintiff company for carrying on their independent business, that will be a breach of fiduciary duty of the defendant no. 1 as a director of the...the language of Section 88 of The Indian Trusts Act which has been reproduced above shows that a director cannot breach his fiduciary duty by making money during the tenure...therefore such benefits personally received by defendant no. 1 during his tenure as a director being in breach of fiduciary duty should be refunded to the plaintiff company. At the cost of repetition...

...director may be brought by the company itself or where the breach of duty complained of is a breach of fiduciary duty by a member suing in a derivative action on behalf of himself and all other members...of the company. His liability for breach of fiduciary duty by misfeasance, proceedings in the company's winding up is well known. But directors owe no fiduciary or contractual duties nor any duty of...represented by its chairman, chanumolu vcnkat rao. The second defendant is the managing director of the company and the third defendant is one of the directors of the company. The third defendant became the...

.... 1 company and the Petitioner as a 50% shareholder in complete breach of his fiduciary duty as director. Page 6 of 10...Terminal, Wadala, Mumbai, Maharashtra-400037. … Respondent No.1 Sanjay Sagun Sawant …Respondent No.2 Director of M/S Om Shree Greens Pvt. Ltd...-2009 clearly records the fact that the company owns fixed assets in the form of land at Kankavli which are held in the name of the director/Respondent No. 2 on behalf of the company. It is further...

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...successively Crown Counsel, Deputy Crown Prosecutor and ultimately Acting Director of Public Prosecutions. in the course of his career Mr. Reid, in breach of the fiduciary duty which he owed as a servant of the...and retain a benefit in breach of duty. The provider of a bribe cannot recover it because he committed a criminal offence when he paid the bribe. The false fiduciary who received the bribe in breach...advantageously, the false fiduciary will receive a benefit from his breach of duty unless he is accountable not only for the original amount or value of the bribe but also for the increased value of the...

...so, the Plaintiff acted in breach of his fiduciary duty as a Director of Defendant No. 1. As such, the Plaintiff in law holds the suit property in trust for Defendant No. 1. It is respectfully...allege that accordingly, the suit property, in each case was leased to the defendant no. 1 vide registered Lease Deed dated 26/10/2004. Alleging breach of covenants contained in the Lease Deed on...Private Limited, [(2011) 11 SCC 524](ii) Bangalore Turf Club Limited v. Regional Director, Employees' State Insurance...

...provisions of the Companies Act, 1956, when the director is in gross breach of fiduciary duty and has been guilty of diverting the business of the company. The...duty as an Executive Director of the 1 respondent company. Even a cursory look at the prayers of the petitioner, would reveal that the petitioner has obviously approached this Hon'ble Board for continuing his position as an Executive Director despite being fully guilty of the gross breach of...fiduciary duty as a director, especially when the 1 respondent company is a company which is owned and...

...:(a) Declare respondents Nos. 2 to 6 unfit to be appointed as chairman, managing director, director, as they have caused breach of fiduciary duty imposed on them,(b) Set aside....2. Learned counsel for the respondent submitted:Respondent No. 2 in the present proceedings as well as the chairman and managing director of Datapro Electronics P. Ltd...possibility of locating the strategy and financial partner in the business of the respondent-company. Respondent No. 2 approached Mr. Ashok Agarwal, the promoter and director of the petitioner-company and...

....45. For the above reason it is unnecessary to enter into a discussion of the various other authorities relied upon by Mr. S.B Mookherjee, Mr. Kapur and Mr. Ghosh regarding the fiduciary duty owed by a director.46. In the instant case, however, no such breach of...duty owed by the Hadas to the plaintiff. That a fiduciary duty of some sort is owed by the Director to the company as well as to the shareholders is indisputable. The three Judge decision of the...parties.43. The next argument was that even if the explanatory statement is sound and the Companies Act has been complied with in its letter, yet there has been a breach of fiduciary...

...fair statement of the reasons for the refusal and failure to do so resulted in breach of fiduciary duties. It observed that a director is always under the constant duty of loyalty to the company...with SSTS had come to an end and that Contship did not want to deal with SSTS, but because of the personal relation of Puri with Contship, on account of which there is no breach of fiduciary duty to...independent termination by the third party principal of an agency agreement with the company, a director of the company had a fiduciary duty to the company qua that agency business/ agreement...

...fair statement of the reasons for the refusal and failure to do so resulted in breach of fiduciary duties. It observed that a director is always under the constant duty of loyalty to the company; even...account of which there is no breach of fiduciary duty to SSTS, was examined and has been answered against the Puris by applying the principle stated in the English judgment in the case of...the company, a director of the company had a fiduciary duty to the company qua that agency business/agreement?(D) Whether an agency business arrangement with a company, duly terminated...

...director cannot be permitted to take advantage of his own breach of fiduciary duty to divest the company of its substratal asset. 98. The defendant no. 1 is also estopped...been executed by him in breach of his fiduciary duty under law; the holding out by him 13 that the..., the Deed of Assignment is void for breach of fiduciary duty, as it had been executed by defendant no.1, both as assignor and assignee and it purports to transfer the substratum of plaintiff"s business...

...the rights of the petitioner and is in breach of fiduciary duty of the Director in support of this, the counsel for petitioner referred to the decisions of CLB, Addl. PB, Chennai, given in the case...breach of the fiduciary responsibilities but also a grave act of oppression against the existing majority. A similar opinion has been expressed in S. Varadarajan and P. Logusundaram's case reported in...appointment of R2 as Managing Director is also illegal. Because, the Respondents who are duty bound to serve notice by RPAD but they have not followed the procedure and no document was placed on file...

...Respondent No. 2 to pay Rs. 20 crores as damages in lieu of breach of his fiduciary duty towards the Respondent No. 1 and perpetration of conflict of interest as a Director of Respondent No. 1 and his own...further breach of fiduciary duty by directing the Respondent No. 2 not to use a Logo of Respondent No. 3 which is similar or deceptively similar to the Logo of Respondent No. 1 company and stop all the...there is statutory duty cast on this Tribunal to enter adjudication upon cases of ‘oppression and mismanagement’. It has been insisted that the relief sought by the petitioner in the instant petition...

...of employees who were originally working for Respondent No. 1 company. 4) Petitioner No. 1 is guilty of violation and breach of his fiduciary duty as a director of Respondent No. 1 company...violation and breach of his fiduciary duty as a director of R1 company. Petitioner No. 1 is thus, on the one hand refusing to vacate the directorship of R1 company, adopting on immensely rigid and non...the R1 company is being diverted and poaching the employees who were originally working for R1 company and the petitioner No. 1 is guilty of violation and breach of his fiduciary duty as a director...

...company which are approved by the company under section 103."The relief claimed is restitutionary relief in respect of his unjust enrichment by acts in breach of his fiduciary duty as...the company as its managing director (or, latterly, its executive chairman). The claim is based on alleged breaches of Mr Benichou's statutory duty, as a director, under section 102...a director.Their Lordships are naturally very reluctant to differ from the courts of Mauritius on issues concerned with their own jurisdiction and practice, of which they have so much...

...B.D.A. and thereby divesting SWC of this subsidiary. It was said that he was in breach of his fiduciary duty as a director of SWC. Simultaneously, an interim application was filed inter alia to...Rajaram Chhabria as the Managing Director of SWC had misused his fiduciary relationship by causing the take over of BDA, which was always considered as a subsidiary of SWC. Consequently there was also.... It is said that Manohar Rajaram Chhabria brought up Kishore. The latter was elected as a director of SWC at its general meeting held on 27th March, 1987. He was appointed the Managing Director of the...