Disclosure in Scheme Petition

From RNRL v. RIL, Supreme Court, [2010]156CompCas455(SC), JT2010(5)SC413, 2010(5)SCALE223, 2010(4)UJ2400(SC)   

145. The Companies (Amendment) Act, 1965, based on the recommendations of Daphtary-Sastri Committee specifically provided that the applicants for a scheme shall "disclose by affidavit all material facts". (See: Section 391(2) of the Companies Act, 1956). In as much as the terms and conditions of gas supply, as specified in the MoU, were not specifically informed to all the shareholders and stakeholders, including in this case the GoI (as a party to the PSC), we simply fail to see how the MoU can be read into the Scheme itself. It doesn't matter whether one calls MoU the guiding light or a tool for interpretation or a foundation - the sheer fact that the terms of gas supply contained in the MoU were withheld from the shareholders implies that it cannot now be imported into the Scheme. The argument that contracts are entered into all the time, and are treated as day to day affairs for the management and the Board, fails at the point of division of a company. Where, in regular times a shareholder or a stakeholder can demand and obtain information and have time to try and monitor such contracts and the actions of the management, the act of hiving off an undertaking is a much more crucial point, when the shareholders have to be even more careful about the transfer of value. The whole purpose of Section 293 which prohibits the Board from hiving off an undertaking without shareholders approvals, is to prevent such transfers being effectuated on a permanent basis without the knowledge of the shareholders. The very essence of the requirement that all material facts be disclosed would have been decimated. Consequently, we hold that the Scheme as propounded by the Board, placed before and approved by shareholders and stakeholders and sanctioned by the court is completely different from the MoU. The MoU may have been the starting point. The end point is significantly, substantially and materially different from it and it cannot now be brought back in the guise of interpretation.   

Recalling winding-up

Simply because the winding up order is passed, the company cannot be restrained from approaching the court for the purpose of recalling or reviewing the winding up order.


Shreeji Concast v. Shreeji Oxygen, [2007]138CompCas717(Guj)

Partnerships have implied non-compete

Novartis v. Aventis Pharma
Arb Petn No. 763 of 2009
Bombay High court

arbitration, foreign award and letters patent

Clause 10 of LPA (Delhi)
Since order enforcing foreign award within meaning of Ss. 44,47 of Arbitration Act, 1996 does not in categories specified in Section 50 of the 1996 Act - Cl. 10 LPA is not maintainable.

AIR 2010 Del 135

Jurisdiction cannot be conferred by arbitration clause

Parties cannot confer jurisdiction on Court by agreement which it does not possess. Said clause would be void and hit by Section 28.

AIR 2010 Guj 843 (NOC)

(There is a Delhi HC decision also)

Creditors

Foreign creditors and Indian creditors stand at par. AIR1959Cal762

Scheme of Arrangement Voting

Votes with conditions atached not to be counted - 2002 111 Comp Cas 118 (Guj)

Cheque bounce not for signature mismatch

Mustafa Surka - vs State Of Gujarat 

http://indiankanoon.org/doc/1874147/

11. In the instant case, there is no dispute about the endorsement that "drawers signature differs from the specimen supplied" and/or "no image found-signature" and/or "incomplete signature / illegible" and for return/dishonour of cheque on the above endorsement will not attract ingredients of Section 138 of the Act and insufficient fund as a ground for doshonouring cheque cannot be extended so as to cover the endorsement "signature differed from the specimen supplied" or likewise. If the cheque is returned/bounced/dishonoured on the endorsement of "drawers signature differs from the specimen supplied" and/or "no image found-signature" and/or "incomplete signature / illegible", the complaint filed under Section 138 of the Act is not maintainable. Hence, a case is made out to exercise powers under Section 482 of the Code of Criminal Procedure, 1973 in favour of the petitioner.

Error on the face of record

2009 14 SCC 663

2006 4 SCC 78

1997 8 SCC 715

Section 62 - Damages - Sale of Goods - Freedom to contract - conditions

MANU/GJ/0642/2004 - Suraj Enterprises


MANU/MH/0300/2000 - MSEB v. Sterlite Industries (India) Ltd.
MANU/MH/0085/1958: AIR 1958 Bom 291.


MANU/KA/0020/1958 : AIR 1958 Kant 10 - KCN Gowda v. Molakram Tekchand 
distinction between conditions implied by law and conditions provided by contract