important case laws Flashcards
Haydon’s case is applicable only when the words used
are ambiguous and are reasonably capable of more than one meaning
CIT V/s Sodra Devi
Haydon’s rule : does not normally apply to fiscal statutes like Income Tax Act. (Words of the statute are given plain meaning)
Hemraj Gordhandas V/s H.H Dave
Rule of Harmonious Construction:
i) 2 provisions conflicting - Harmonious interpretation
ii) Head on Clash - Avoided
iii) Not possible to harmonise - Effect is given to all of them
iv) 1 provision - not be allowed to defeat the other provision Unless: Impossible
v) An interpretation which reduces one of the provisions to a dead letter is not Harmonious Interpretation
Sultana Begum V/s Premchand Jain
Rule of Ejusdem Generis : Of the same class or species Ex: oxen, bulls, goat, sheep, cows, horses etc
Royal Hatcheries Pvt Ltd V/s State of AP
Expresio Unius Est Exclusio Alterius : Express mention of one thing means the exclusion of another Sub Section - CST 2 parts - i) tax payable ii) Tax & penalties
Kemka & Co V/s State of Maharashtra
Marginal Notes - give an indication as to what exactly the mischief that was intended to remembered and throws light on the intention of the legislature. It is a relevant factor to be taken into consideration
in construing the ambit of the section
Shree Sajjan Mills Ltd V/s CIT
It is a cardinal rule of interpretation that a proviso to a particular provision of a statute embraces the field which is covered by the main provision It carves out an exception to the main provision to which it has been enacted and to no other
Ram Narian Sons Ltd V/s Assistant Commissioner of Sales Tax
Rule of Reasonable Construction : words of statute must
be construed so as to lead to a sensible meaning
In order to determine whether a transaction is intra vires
the Objects of the Co, the object clause must be
construed neither with rigidity nor with laxity
Waman Lal Chotanlal
Parekh V/s Scindia Steam
Naviation Co. Ltd.
(a) The conduct complained of should at the lowest
involve a visible departure from the standards of fair
dealing, and of violation of the conditions of fair play
on which every shareholder who entrusts his money
to the company is entitled to rely.
(b) conduct must be burdensome, harsh and wrongful;
Lack of probity or fail dealings must be shown
Shanti Prasad Jain Vs.
Kalinga Tubes Ltd.
(1965)
Shareholders of a Holding Co cannot file a petition
against the subsidiary of the Holding Co
Herberstson Ltd V/s Kishore
Rajaram Chabaria
-There may be oppression where a minority by physical
force or other wrongful act oust the majority, so as to
prevent the lawful exercise of their rights as SHs
- Unauthorised persons claimed to be SHs / Directors
Re, Sindri Iron Foundry Pvt
Ltd
Winding up By Court - Non Commencement/ Suspension
of Biz
i) Mere fact - by itself is not a ground - although they
give the jurisdiction to the court
ii) Find out whether there is some good reason
accounting for this
iii) Evidence - No intention of carrying on Biz or that it is
not likely to do so
iv) Reasonable hope - Commencing / resuming - at
profit
v) Whether the substratum of the Co has disappeared
ROC V/s Bihar Wire & Wire
Products P. Ltd
Winding up By Court - Inability to pay debts
Mere fact that certain liabilities might accrue in future
which could exceed the existing assets of the company,
would not necessarily lead to a conclusion that the
company would be unable to meet its liabilities when
they will accrue due
ROC V/s Ajanta Lucky
Scheme & Investments Ltd
Winding up By Court - Inability to pay debts
i) Not Obligatory for the court - even if 1 or more grounds
of S.433 exist
ii) Court has Discretionary Power
iii) Check - Winding up - in the interest of Justice
iv) Loss of employment to existing employees &
diminishing employment opportunities
v) Take into consideration the entire status & Position of
the Company in the market & the element of public
policy
vi) Paying taxes to Govt Regularly - Loss of revenue to
the govt
vii) Creditors have opposed the winding up petition
viii) Temporary Cash crisis - Court would give some time
ix) Assess Effect of Winding up on the larger interest of
the society
Tata Iron & Steel Co V/s Micro Forge (India) Ltd
Winding up By Court - Just & Equitable Grounds - Public Interest
- Co Employed about 700 employees who opposed winding up
- From its accounts the Co appeared to be making profits
- It could not be said that the substratum had failed or that there were Just & Equitable grounds to wind up the
Co
Manjulabai V/s Jayant
Vitamins Ltd
Winding up By Court - Petition by Co - Workers
- The Act Does not authorise the worker to file petition
- There is in the act expressly prohibiting workers from
being heard in a winding up petition. Accordingly, the
workers are entitled to be heard - as interveners & not as
parties
National Textile Worker’s
Union V/s
P. R. Ramakrishnan
Whether exchange ratio approved by SHs of merging
Cos can be questioned by a small group of dissenting
SHs ??
- Approved by majority - No basis to doubt their
judgement
- Valuation has been confirmed to be fair by firm of Auditors
- Cannot be questioned unless it is unfair & Unreasonable
Hindustan Lever Employees
V/s
Hindustan Level Ltd
S. 164 - Disqualification of Directors
Appellate Tribunal cannot remove disqualification pending the disposal of appeal
Rama Narang V/s Ramesh
Narang
Adjourned AGM to be held within the due date
Bejoy Kumar Karnani
Continuation of Retiring directors - Special
Circumstances
Special circumstances may justify continuation of retiring directors , if the meeting is not held, as there cannot be
vacuum in the BOD
Ambica Tea Company Ltd
S.161(2) - Alternate Director
- Actual attendance at the BM of the Director appointing him had not been contemplated
- Return to the India would NOT suffice
- Not only a temporary return, but an intention to stay in India so as to enable him to transact the business of the
company
- Return should have some amount of permanence
Janson Engineering &
Trading Pvt Ltd
Special Notice
The special notice is not bound to give reasons for removal of the Director
LIC V/s Escorts Ltd
S.166 - Distinction B/w “Appointment” & “Assignment”
The word “his” indicates that the prohibition applies only when an office held by a director is assigned to any other person. Where a director dies the office becomes vacant and therefore such office cannot be assigned to anybody. Thus, assignment of office of director usually takes place when the director is alive.
Oriental Metal Pressing Pvt
Ltd V/s B. K. Thakoor
Articles Cannot create a Binding Contract
Elley V/s Positive Life
Assurance Co Ltd
