before the company law board - Company Law Board Mumbai Bench
before the company law board - Company Law Board Mumbai Bench
before the company law board - Company Law Board Mumbai Bench
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18affairs of subsidiary <strong>company</strong> as well.” In that case <strong>the</strong> subsidiary<strong>company</strong> was an Indian <strong>Company</strong>. In <strong>the</strong> present case <strong>the</strong>subsidiary <strong>company</strong> is registered outside India. But <strong>the</strong> principleslaid down by <strong>the</strong> High Court are binding on this <strong>Bench</strong>.The Court of appeal also held that <strong>the</strong> ‘affairs of <strong>the</strong> <strong>Company</strong>’ isone of <strong>the</strong> widest import which can include <strong>the</strong> affairs of <strong>the</strong>subsidiary. Equally, I would hold that <strong>the</strong> affairs of <strong>the</strong> subsidiarycan also be <strong>the</strong> affairs of its holding <strong>company</strong>, especially where, ashere, <strong>the</strong> directors of <strong>the</strong> holding <strong>company</strong> which necessarilycontrols <strong>the</strong> affairs of <strong>the</strong> subsidiary, also represent a majority of<strong>the</strong> directors of <strong>the</strong> subsidiary. I do follow <strong>the</strong> judgement of <strong>the</strong>Court of appeal. In <strong>the</strong> present case <strong>the</strong> MSM Singapore iscontrolled by <strong>the</strong> R1 <strong>Company</strong>, hence this <strong>Bench</strong> can look into <strong>the</strong>affairs of <strong>the</strong> MSM Singapore in <strong>the</strong>se proceedings in relation to itsbusiness and financial affairs as stated supra. The Learned SeniorCounsel for <strong>the</strong> respondents contended that this <strong>Bench</strong> does nothave <strong>the</strong> jurisdiction to deal with <strong>the</strong> affairs of <strong>the</strong> MSM Singaporesince it is registered in Singapore and placed reliance in <strong>the</strong> matterof K.Lingayya Setty supra. Since I hold that <strong>the</strong> affairs of MSMSingapore can be dealt with by this <strong>Bench</strong>, it being a whollyowned subsidiary of Indian Holding <strong>Company</strong>. The LearnedSenior Counsel for <strong>the</strong> respondents relied upon <strong>the</strong> citation of this<strong>Board</strong> in <strong>the</strong> matter of Dabhol Power <strong>Company</strong> & Ors. (supra)CA 177 of 2010Multi Screen