9911796707
TMI Blog2011 (6) TMI 674X X X X Extracts X X X X X X X X Extracts X X X X ..... tified now by seeking amendment to the object clause of the memorandum, an enquiry into the charges is very much within the scope of interim injunction in the instant matter - CA No. 302 of 2011, CP No. 1 of 2010 - - - Dated:- 17-6-2011 - Vimla Yadav, J. S.K. Kapur, Jishnu Saha, Kartik Nayar, Ms. Ranjana Gawai and Vasuddha Sen for the Petitioner. Pratap Chatterjee, Debangsu Basak, Sanjiv Kr. Trivedi, Jishnu Chowdhury, Siddharth Vaid and Anish Dayal for the Respondent. ORDER 1. In this order I am considering Company Application No. 302 of 2011 mentioned in CP No. 1 of 2010 in the matter of Birla Corporation Ltd. and others. The applicants have contended that they are constrained to make the present application to seek certain urgent interim reliefs in view of certain subsequent developments that have taken place recently and which are certain to have a destructive and ruinous effect on the respondent No. 1, that is, Birla Corporation Ltd. ('the company'). It has been pointed out that during the pendency of CP No. 1 of 2010, in the month of May 2011 the company has issued a postal ballot notice solely with the object of amending the objects clause of the mem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er purpose, whether in India or abroad and to undertake the activity of warehousing and processing as may be required for the aforesaid purpose(s). 17-P. To invest, acquire, subscribe, purchase, hold, sell divest or otherwise deal in securities, financial instruments, financial products, shares, scripts, stocks, equity/index linked securities, units, bonds, commercial papers, acknowledgements, deposits, notes, obligations, warrants, government securities, loans, loan certificates, all kinds of derivatives including interest derivatives, future, forwards, options, calls, swaps, rights or interest in securities, foreign currencies, carbon credits, financial securities and any other securities issued by any entity whether for the purpose of hedging, arbitrage, or for any other purpose." 2. It was pointed out that the company is almost a 100-year old company promoted by the well-known Birla family patriarch late G D Birla and presently its core enterprise consists of its manufacturing, trading and selling operations in cement. The company has several plants in Rajasthan, West Bengal, Madhya Pradesh and Uttar Pradesh where its business of manufacturing cement is c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... concert. The R-2 has not complied with the regulations 6, 7 and 8 of the Takeover Regulations. My attention was drawn to the note filed under the Takeover Regulations of the company after the death of PDB. The note filed for the quarter ended March 2011 reads as under: "4. Smt. Priyamvada Biria, shown as one of the promoters and/or one of the persons having control over the company and/or persons acting in concert, expired on 3rd July, 2004. As already informed under regulation 8(2), Shri R S Lodha, an executor of the last Will and Testament of late Shri Priyamvada Birla, had, as a matter of abundant caution, been included in the said list. Probate proceedings was initiated with him with regard to her estate, which includes all her shareholding in the hon'ble Calcutta High Court being PLA No.204 of 2004 (now TS No.6 of 2004). Shri R S Lodha also expired on 3rd October, 2008. The company is informed that petition being GA No.3434 of 2008 filed by Shri H V Lodha and other heirs of Shri R S Lodha, inter alia, for bringing them on record and to be allowed to continue with TS No.6 of 2004 in place of Shri R S Lodha, since deceased has by judgment and order dated 5th Feb ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... evenues of the company which exceed Rs. 2,000 crore annually. 4. It was pointed out that PDB died on 3rd July, 2004. The late R S Lodha (who was not a Birla family member but ostensibly a professional chartered accountant and co-opted on the Board of the company by PDB in 1991, much after the death of MPB in 1990, for the first time) immediately at her death alleged that he was the sole beneficiary to the entire M P Birla group of companies by virtue of a purported Will of PDB dated 18th April, 1999. Such will of the late PDB has not been probated till date. However, on the basis of the said purported Will and as alleged executor to the estate of PDB, RSL assumed complete control over the entire group of companies comprised within the M P Birla group, including the respondent Nos. 11 to 28 and it is a matter of record that he controlled and directed the exercise of the voting rights in respect of the said 62.9 per cent shareholdings through the various companies and charitable institutions in the said group. It was pointed out that after the death of RSL on 3rd October, 2008 his younger son, namely, theR-2 purportedly assumed and illegally took control of the entire M P Bi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... xed deposits' receipts, etc. Which belonged to and held by the said deceased, shall operate the bank account or accounts and collect dividends, and meet outgoings both statutory and non-statutory which are due and payable by the estate of the said deceased. In one words they will take all lawful steps for general administration of the estate left by the said deceased. In the process they will take steps in accordance with law for their participating in all the meetings of shareholders of the companies and also take all lawful steps as shareholders in accordance with law. However, while exercising voting rights for the purpose of appointment of any director or constitution or reconstitution of Board of directors they shall give prior intimation to this court in the form of report indicating the reason and need for appointment of new director and constitution or reconstitution of Board of directors of the companies in which the deceased had shareholdings wherever possible under law. They shall submit accounts of receipts and outgoing, arising out of and in connection with the property of the said deceased in every three months in the court. All the persons concerned who are (is) in c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lain reading of the purported proposals evidences that the same are contrary to provisions in section 17 and cannot take effect whether passed in any general meeting or otherwise or by the general body of shareholders of the company since the provisions of the Act have an overriding effect; and even if the purported proposals are passed the same being repugnant to the statute will be absolutely void by virtue of section 9 of the Act. The proposed alterations cannot have any improving impact on any of the existing businesses including the cement business which is its principal business, nor are these necessary to attain the existing business of manufacture of cement, jute goods or generation of power by new or improved means. Moreover, the proposed purported alterations in the objects cannot conceivably be brought within the concept of "some business which under existing circumstances may conveniently or advantageously be combined with the business of the company". It was pointed out that the purported amendments propose material changes and the proposed new businesses obviously do not come under the existing clauses of the existing memorandum and have nothing to do with the busines ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nancial resources of the company. It was argued that the proposed new businesses will be detrimental to, inconsistent with and be destructive of the existing businesses of the company. It has been contended that R-2 is venturing into highly speculative, very risky and unrelated businesses instead of concentrating on the company's core businesses. My attention has been drawn to the mismanaging of "Durga Hitech" by R-2. The project was conceived incurring expense exceeding Rs.75 crore, the project has been an abject failure the average capacity utilisation of this unit is only around 20 per cent of its installed capacity despite the buoyant cement market in the country. 10. It was argued that the proposed alterations are unnecessary and improper particularly, the same are entirely outside the original objects of the company. 11. It was alleged that the explanatory statement annexed to the purported postal notice is in general terms without specifying any details or the specific provisions of section 17 of the Act or without specifying any reasons, justification for the same. 12. It was pointed out that the expression "to commence" used in the purported post ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nst the R-2 and others of which cognisance has been taken and instructions have been issued to the police authorities to inquire into the offences arising from the financial dealings wrongfully undertaken by and in the name of the company. It was contended that such records when produced will evidence that in the name of the company the R-2 in criminal conspiracy with his stooges and henchmen and in collusion with them has diverted the funds and moneys of the company into entirely illegal transactions and has committed diverse criminal offences under the Indian Penal Code and also under other statutory provisions. 13. It was argued that the scheme or device for entering into such, financial dealings has been created in order to enable the R-2 and his family to earn huge remuneration and not as a process or in pursuance of or for the purposes of the company's existing cement and jute business. The applicants have pointed out that all the financial transactions conducted by and in the name of the company in the money markets on and from the year 2008-09 have been routed through the agency of a company named Lodha Capital Markets Ltd., a family company of the R-2 and is entir ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r the applicants drew my attention to page 46 (copy of postal ballot notice) annexed to CA 302/11 and contended that this notice was issued by the company during the pendency of CP No. 1/10. It was contended that this proposal to do new business is fraught with dangers. It is a dangerous business where rates change from day-to-day, minute-to-minute, moment-to-moment. The R-1-company is 100 years old company manufacturing and dealing in cement (93 per cent business is that of cement, 7 per cent jute and power), there is boom in cement but suddenly, this is proposed to be done. What the shareholders are told is important. Section 17 provides that a company can change it for existing business and not that for hypothecation circumstances. The words "to commence" in the notice are tricky and misleading. It is stated that they are going to do this business in the future. Shareholders are told the company is not doing it so far. But the balance sheets will show that they are doing it. It was pointed out that they have done this in some aspect or other in the past since 2008. Then the shareholders are told that none of directors is concerned or interested in the proposed resolutions wherea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s not say that PLC is a subsidiary of Lodha company. It is stated that it is being done through PLC and others. What they suppress here is the quantum, the allegations are all admitted. The counsel emphasised that the applicants' charge is siphoning of funds into HVL's pockets through family companies by amending the object clause. 18. My attention was drawn to order of the Company Law Board ('CLB') in an earlier proceedings, which was filed with regard to one of the companies, to the CLB's order dated 25th April, 2005. wherein the CLB had held that "who is the lawful legal heir is an issue before the Calcutta High Court and this Board has no jurisdiction to enquire into the same...the controlling interest is still with the estate of late PDB.... and that is the reason they have raised the issue of Takeover Code". The applicants' case is the Board has been completely changed. It is an admitted fact that earlier MPB was in control, after his death his wife (PDB) controlled, after her death RSL controlled 62.9 per cent voting rights of these shareholders and they say it has to be decided by the High Court. Both parties admit that RSL was controlling 62.9 per cent of the voti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . CP No.1/2010 was filed. All these prayers regarding restraining R-2 (HVL) from exercising voting rights directly or indirectly in respect of the controlling voting rights of 62.9 per cent (through R-11 to R-35) of PDB are repeated time and again. There is nothing in the prayers which is new, except those relating to amendment of memorandum. These are the same prayers in this application which were made in the earlier applications which were not allowed, unless those findings are set aside these prayers cannot be made. There is no compliance of the orders. It was argued that interim relief can be granted only in aid of main relief. CA has its own existence, some of the allegations made in the main CP have been adjudicated upon. The importance of pleadings was emphasised. There has to be an end to adding on new pleadings. CA No.302 cannot be entertained by the CLB as the subject-matter of the CA is not in the CP, and because CLB lacks jurisdiction in the matter. 21. It was argued by the respondents to CA No.302/2011 that the subject-matter of the CA is not found in the CP No. 1/2010, without amending the CP it cannot be considered, there is no prayer to amend the CP. In an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... In re [1975] 45 Comp. Cas. 151 (Guj.), Sangramsinh P Gaekwad v Shantadevi P Gaekwad [2005] 57 SCL 476 (SC), Juggi Lal Kamlapat Jute Mills Co. v. Registrar of Companies AIR 1966 All. 417, Government of West Bengal v. Chatterjee Petrochem (Mauritius) Co. [2008] 143 Comp. Cas. 837 (Cal.); State of Orissa v. Madan Gopal Rungta AIR 1952 SC 12, D.A Desai v. Balakrishna Eradi D. AIR 1983 SC12; Agache Associates Ltd. v. Dolly Entertainment (P.) Ltd. [G.A. No. 1941/2011, dated 1-7-2011] 26. Responding to the case law dited by the applicants, it was pointed out that all the cases which were cited are about what were the existing business and what was the change. Some of the cases are of 1905/1906. At that point of time the scope of business by company was quite different. To say that a new business cannot be started is an antiquated view. Today assuming the company has got some money to invest, the price of shares is going up, it is not right time to invest, right time to invest is when the price of shares are falling, then they rise and company makes a profit, in this context investment will be made. There may be no investment opportunity in India today but ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cts are not uncommon to the trade. Several manufacturing companies have incorporated clauses in its object clauses which would enable such companies to carry on business or trade in commodities and the like whenever the situation so demands. It was argued that the CLB ought not allow the petitioners to interfere with the rights of shareholders to exercise their voting rights in respect of the business proposed by the postal ballot notice; it is within the absolute discretion of the shareholders to decide whether or not the proposed new objects can be conveniently and advantageously combined with the existing business of the company; it is for the shareholders to decide whether or not such proposed objects can be incorporated with the existing objects of the company ; such exercise of statutory voting rights of shareholders to decide whether or not to amend the object clause of the company ought not to be curtailed or restricted at the behest of the petitioners, who have filed the present proceeding with the object of harming the company. 29. It was argued that the applicants do not even want the shareholders to exercise their right to decide as to whether or not to change ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lished instrument, developed by CCIL, which have, amongst its members, most of the top corporate houses in India, both government as well as private. Government concerns like Indian Oil Corporation Ltd., Hindustan Petroleum Corporation Ltd., are members of CCIL. Similarly important private sector corporate houses like Reliance Industries Ltd., Larsen Toubro Ltd., Reliance Communication Ltd. are also members of CCIL. It was stated that the company has not overdraft facilities aggregating to Rs.200 crore from its bankers for CBLO purposes. Borrowing from CBLO is one of the alternative sources of financing which is more beneficial than obtaining loans from banks and financial institutions. 36. It was stated that there is no misrepresentation in the ballot notice or that any fraudulent statement is contained therein or that the shareholders have been misled or that any false belief has been created or that any prohibited business has been done in the past. It was stated that the company is acting within the limits of its authority as per memorandum and articles of association in borrowing funds through CBLO. Further, it was contended that the proposed business of the company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ough Lodha Capital Markets Ltd. and PLC Securities (P.) Ltd. has been advising the R-1-company on the mutual fund investments of the company since October 1999, i.e., during the life-time of PDB. PLC Securities (P.) Ltd. is one of the advisors of the company. Other advisors are Standard Chartered Bank, State Bank of India, Barclays, etc. It was denied that all financial dealings in the company from 2008-09, in the financial or money numbers of India, have been conducted in the name of Lodha Capital Markets Ltd. or PLC Securities (P.) Ltd. or that these two entities have earned huge remuneration in the shape of brokerage or commission from the company,. 41. It was contended that appointment of any internal auditor or special officer is not necessary or expedient. Any. transaction in the money market is not stigmatised or invalid or ultra vires , no dealing has been done beyond the objects of the company, specified in the memorandum. Any business done in the name of the company is not illegal or detrimental to the interest of the company or its shareholders or to public interest. It was contended that in any event, the petitioners are not entitled to any relief. The relie ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e sole motive of ousting HVL. 47. In reply to the arguments of the counsel for the respondents, the counsel for the applicants read out the provisions of section 17 of the Act again to emphasise that what he had read on the earlier occasion was the correct provisions and not old section. My attention was drawn to clauses ( a ) , ( b ) and ( c ) of sub-section (1) of section 17 to contend that clauses ( a ) , ( b ) , (c) do not apply in the present case, only clause which the respondent may attempt to attract is clause ( d ), clauses ( e ), ( f ), ( g ) being also not applicable in the present case. Clause ( d ) was read again and it was contended that the applicants had emphasised the word under existing circumstances, there must be existing business of the company and the proposal must be to combine the new business whatever new business (the counsel added the word 'new business' section does not say so). The respondents must show under which clause the company is claiming to come. Further, it was emphasised that there is no evidence. Not one evidence to show that they come under clauses ( a )/( b )/( c )/( d ). The section earlier required confirmation. Not now. It wa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... what has to be done and what is being done. 51. It was pointed out that there is no petition/application under section 17 of the Act. It is CA 302 in CP No. 1/10. It is violation of statutory provision by the respondents against whom a petition alleging oppression and mismanagement is already pending. The applicants have come for relief against oppression attracting section 402 as well. It is the CLB which is to regulate the affairs of the company. Further incident has happened, it is a subsequent event which has occurred during the pendency of proceedings, which can always be taken up by the court. The CLB has jurisdiction in this matter. The CLB is the appropriate forum where the minority shareholders have come to the CLB in a case of oppression and mismanagement in the affairs of a listed company having public interest. The procedure permits seeking of urgent relief, it can be sought on emergency circumstances associated with the existing CP No. 1 of 2010. The matter for decision of amendment, the CLB can take up, if necessary CLB can direct it to be part of the CP No. 1/10, there is no new cause of action. It is a subsequent event which is in continuation of the alleg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... voting rights in respect of the shares of the respondents in the respondent No. 1 are not being exercised in an honest or bona fide or lawful manner. There is no question of prejudice to the answering respondents in the present matter. 56. It was emphasised that Lodha Capital Markets Ltd. is company of the R-2 and PLC Securities (P.) Ltd. is also the alter ego of the R-2 or his family. The object of the proposed amendments to the memorandum of association of the company is clearly to defraud the company and to benefit the R-2. 57 . It was pointed out that the present application has been filed with the object of preventing the R-2 and his stooges and henchmen from converting the company to a trader in securities and commodities in violation of the provision of the Act. There is no question of interference with the internal management of Birla Corporation Ltd. The issue of the purported postal ballot notice is entirely ultra vires and beyond the jurisdiction of the objects of the company. Any restraining order with regard to the postal ballot notice cannot be conceived to be interference with the internal management of the company and the contentions in this beh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... business of the company ; ( e ) to restrict or abandon any of the objects specified in the memorandum ; ( f ) to sell or dispose of the whole, or any part, of the undertaking, or of any of the undertakings, of the company ; or ( g ) to amalgamate with any other company or body of persons. By the Amendment Act of 1996 the structure of section 17 was changed. For any alteration of the object clause all that is necessary is a special resolution. Sanction of the CLB has been dispensed with. Companies are free to alter their objects without CLB's sanction, the alteration has to be confined within the limits set by sub-section (1). Any alteration in excess of the permitted range will amount to a violation of the Act. The restrictions envisaged by sub-section (1) are still applicable. Thus, objects are not freely alterable. They are alterable only within the limits of sub-section (1). Every company is required by section 13 of the Act to state in the memorandum the main objects that they propose to pursue on incorporation and the incidental objects to enable the company to attain the main objects. In additio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ts have heavily relied on the case of Bhutoria Brothers (P.) Ltd. ( supra ). The applicants have also relied on this case. This case gives exposition of law with regard to clause ( d ) . This is the law as on date. This case strengthen the applicants case and in no way provides for an escape route for the respondents. 60. I am not looking at the provisions of section 17(1) and its compliance for the purpose of giving sanction or confirming the change in the object clause. The requirement of sanction by the CLB has been dispensed with way back in the year 1996. I am looking at the provisions and their compliance to ascertain whether or not the proposed amendment is in the interest of the company whose interest is, of course, paramount. I am considering on facts and in law whether or not the applicants have succeeded in making out a prima facie case in respect of their allegations of mismanagement and oppression in the affairs of the company seeking interim reliefs. 61. The shareholders of a company have a right to file a petition under sections 397 and 398 read with the other provisions of the Act for seeking relief against mismanagement and oppression and als ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ties Ltd. during the lifetime of PDB." The shareholders have been kept in the dark about such transactions said to be taken in future whereas the applicants have succeeded in making out a prima facie case that the new business is "not to commence" as stated in the postal ballot notice, it has already commenced, though illegally since 2008, the internal auditors have been silent about it, but the amendment sought is a remedial action to avoid criminal proceedings already initiated, the statement in the postal ballot notice using the words "to commence" is allegedly false. 66. It is noted that R-36 (Shri P K Chand) and R-37 [Shri Girish Sharma, Vice-President (Indirect Taxes) and acting company secretary] who has by order of the Board signed the postal ballot notice (Annexed to CA No.302 at p. 46 dated 28th April, 2010 requiring the shareholders to pass special resolution for amendment to the object clause of the memorandum of association of the company to deal in securities, etc., (17-0) and to deal in all types of derivatives (17P) have chosen not to file counter affidavit to CA No.302/U. 67. Further, it is noted that R-11 to R-35 have filed only a shor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... after the demise of RSL, his projection to take the company into financial businesses which require years of experience to achieve even minimal levels of competence is very dangerous for the health of the company, the reserves created over a long period of time as well as the current funds are likely to be depleted deplorably. 71. The petitioners have stated that the R-2 is certain for his own benefit and interest, to illegally and unauthorisedly exercise the voting rights in respect of the 62.9 per cent shares of the company to get the resolutions proposed by the postal ballot notice approved by the shareholders of the company and for getting the objects clause accordingly amended wholly illegally. 72. Considering the fact that the main business of the company being manufacturing and dealing is cement (92%) and jute and power for the last nearly 100 years, 92 per cent of the profits come from that business, there is no justification from diversion from a set profitable business and that too by persons who as on date do not prima facie have as yet the legal controlling power regarding 62.9 per cent shareholding of PDB, the matter being subjudice and the exercis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that they have surplus funds (Rs. 33,927.47 lakh as on 31st March, 2010 and Rs. 3,71,106.43 lakh as on 31st March, 2011) for dealing in money market whereas the applicants pointed out at p. 32 of the same final accounts that where are the surplus funds, the company has, in fact, long-term borrowings amounting to Rs. 77,063.90 lakh. Surplus or no surplus funds, the object clause of a company cannot be altered in violation of sub-section (1) of section 17 of the Act. Though there is no quarrel with the proposition that the business decisions are the prerogative of the shareholders and the directors, the shareholders rights are not above the law, even if the shareholders carry the resolution unanimously, the memorandum of a company cannot override the Act, it is the Act which overrides memorandum as provided under section 9 of the Act. No wonder if the proposed amendment is allowed to be carried out, the gullible 40 per cent stakeholders (which is public in this company) shall wake up to be shocked that a cement manufacturing and trading company (having its 93 per cent business from cement) is periliously venturing in the money market getting lost in speculative businesses akin to pha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y the CLB is called for where the affairs of the company are being conducted in a manner prejudicial to the interest of the general public or in a manner oppressive to any member(s) and shareholders of the company. The Apex Court has held in the case of Cosmo Steels (P) Ltd. v. Jairam Das Gupta [1978] 48 Comp. Cas. 312 that the scheme of sections 397, 398 and 402 appear to constitute a code by itself for granting relief to oppressed minority shareholders. The minority shareholders have a statutory right to come to the CLB. This statutory right cannot be whittled down or ousted by any provision. 79. The inherent powers of the CLB as provided in regulation 44 of the CLB Regulations, the provision from section 151 of the Code of Civil Procedure, 1908 ('CPC') has been reproduced mutatis mutandis. There are two separate bases for exercise of this inherent power, namely, the ends of justice, and prevention of abuse of process. In Rajendra Kumar Malhotra v. Harbanslal Malhotra Sons. Ltd. [2000] 23 SCL 207 (Cal.) the court cited the decision of the Madras High Court in R.M. Submmaniam v. N. Sundaram AIR 1963 Mad. 217 (Cal.) where it was emphasised that the discre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any straightjacket formula for allowing or disallowing an amendment of the pleadings. If the granting of an amendment achieves the cause of justice and avoids further litigation, it should be allowed. The power of amendment should be exercised on judicious evolution of the facts and circumstances, in which the amendment is sought. An amendment can be allowed even where a relief is barred by limitation. Pre-trial amendments are allowed more liberally than those which are sought to be made after the commencement of the trial or after conclusion thereof. A mere delay cannot be a ground for refusing the prayer for amendments. 83. The power of amendment being essentially a rule of justice equity and good conscience has to be exercised liberally, when the party applying was not acting mala fide ( a ) for determining the real question in controversy between the parties, without causing prejudice to the other side ; ( b ) for doing full and complete justice to the parties ; ( c ) for proper and effective adjudication of the controversy between the parties and to avoid multiplicity of judicial proceedings ; ( d ) for taking notice of the subsequent events to shorten the litigatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... remedial action before it is too late to salvage the situation. The balance of convenience being in favour of the applicants their contentions remaining uncontroverted, to do substantial justice between the parties, the following reliefs are hereby granted to remedy the situation and to regulate the conduct of the company's affairs in future, it is just and equitable to order that. I. The R-1-company and other respondents are hereby restrained from further proceeding with the voting through postal ballot in respect of the special resolution seeking amendment to the object clause of the memorandum of association of the R-1-company. Action taken in respect of postal ballot Notice (dated 28th April, 2011) so far and hereafter is hereby declared as null and void. II. The R-1-company and other respondents are hereby restrained from taking any action for alteration of the object clause as per special resolution in the postal ballot notice dated 28th April, 2011 and sought to be incorporated as clauses 17-O and 17-P or any clause of the same kind or having similar provisions and stipulations. III. The R-1-company and other respondents ..... X X X X Extracts X X X X X X X X Extracts X X X X
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