Mergers & Takeover

Businesses were competitive locally expanded to the national arena. Competitiveness in the national arena is now forcing business to go global. The days of regional differentiation are over. Old strategies that professed “Small is Beautiful” or offered lessons on how companies could “survive in a niche” are no longer viable. Yes it is true that there are still micro-cosmos that thrive at the small business level and there is a new generation of savvy entrepreneurs who will develop and continue to fuel healthy business in the shadows of corporate juggernauts well into the future. One of the most important situations that they eventually face is the key to their survival: acquire or be acquired. In other words the only optimal size is big- grow bigger than last year, grow larger and faster than the competitors. Stagnation or slow growth is a sure recipe for disaster.

Globalization is a strong force that enables industrial consolidation. During the Asian economic crisis in 1997 and 1998, global organizations such as International Monetary Fund, The World Bank and the WTO assisted and encouraged countries including Thailand, South Korea andIndonesia to restructure their financial institutions and open up their economies by reducing trade barriers. A direct result of these policies was that global financial services companies began to acquire and buy equity stakes in financial service players in each of these economies. From 1998 to 2000, Thailand experienced a wave of acquisition activity. Globalization has had a number of drivers including advances in information and communication technology, advances in travel, the reduction of barriers to trade and the growth of overseas markets that could no longer be ignored. What characterizes the current business environment is that we now see all industries are potentially global, and see all industries taking part in the game.

The fact to be noticed is that why are there are so many mergers and takeovers happening at such a rapid pace?

“The history of the world, my sweet, is who gets eaten and who gets to eat.” – SWEENEY TODD

There are a variety of drivers and motivating factors at play in the M&A world. Apart from personal glory (or greed), M&A deals are often driven by many justifiable market-consolidation, expansion or corporate diversification motives. And, of course, ever present as an inspirational force in M&A is the old reliable financial, generally tax related motivation.

Expansion is one of the primary reasons to cross the borders as the national limits fail to provide growth opportunities. One has to look outside its boundaries and play out in the global arena to seek new opportunities and scale new heights. With the habit of creating an empire it becomes difficult for these entrepreneurs to stay within its limits. The simple fact is that most key players in many markets have already extracted a significant proportion of the available value from the domestic resources. They have improved profitability through better cost management and through efficiency gains realized after domestic consolidation.

Another reason is to gain monopoly, the company which has been acquired by the acquirer is always a company which is trembling financially but had something to offer the acquiring company. It may be the market share or intellectual capital or other reasons but one thing that the acquirer looks is for is the untapped resources to be exploited which can lead the company a step higher in the ladder of success.

Globalization is a key to help in the rapidity of the M&A as it is globalization that integrates world economies together and many nations have opened themselves, the countries have made laws and regulations that attract new companies to come into the country and make it easy for the companies to easily perform their operation of M&A.

There are also new forces in play that make cross-border expansion more feasible and capable of creating value. For example, international deregulation is removing old barriers. Institutional investors are taking a more global perspective. Customer profiles across markets are becoming more homogeneous.

At this point a question that arises, what are the legal implications to a cross border merger and takeover?

“The decisions of the courts on economic and social questions depend on their economic and social philosophy” - THEODORE ROOSEVELT

The answer to this question needs has been dealt in many dimensions of law .

International law prescribes that in a cross-border merger, the target firm becomes a national of the country of the acquirer. Among other effects, the change in nationality implies a change in investor protection, because the law that is applicable to the newly merged firm changes as well. More generally, the newly created firm will share features of the corporate governance systems of the two merging firms. Therefore:
· Cross-border mergers provide a natural experiment to analyse the effects of changes–both improvements and deteriorations, in corporate governance on firm value.

· FDI plays an important role with the cross border mergers and takeovers as they are followed by sequential investment by foreign acquirer sometimes large especially in special circumstances such as that of privatization.

· Cross border M&A can be followed by newer and better technology (including organizational and managerial practices) especially when acquired firms are reconstructed to increase the efficiency of their operations.

· Cross border M&A leads to employment opportunity over time only when the sequential investments take place and if the linkages of the acquired firm are retained or strengthened.

The value of cross-border mergers and acquisitions (M&A) grew over 700% during the 1990’s to a value of $720 billion in 1999 (United Nations, 2000). Differences in tax and financial reporting policies across countries lead to a number of different opportunities, motivations and risks, yet there have been few empirical studies that have investigated how differing accounting and tax policies across countries affect cross-border M&A decisions.

Cross-border takeover bids are complex transactions that may involve the handling of a significant number of legal entities, listed or not, and which are often governed by local rules (company law, market regulations, self regulations, etc.). Not only a foreign bidder might be disadvantaged or impeded by a potential lack of information, but also some legal incompatibilities might appear in the merger process resulting in a deadlock, even though the bid would be ‘friendly’. This legal uncertainty may constitute a significant execution risk and act as a barrier to cross-border consolidation.

In some cases, legal structures are not only complex but also prevent, de jure or de facto, some institutions to be taken over or even merge (in the context of a friendly bid) with institutions of a different type. Such restrictions are not specific to cross-border mergers, but could provide part of the explanation of the low level of cross-border M&As, since consolidation is possible within a group of similar institutions (at a domestic level) whereas it is not possible with other types of institutions (which makes any cross-border merger almost impossible).

In some countries, the privatization of financial institutions has sometimes been accompanied by specific legal measures aimed at capping the total participation of non-resident shareholders in those companies or imposing prior agreement from the Administration (i.e. golden shares). Some of such measures were clearly discriminatory against foreign institutions, when it came to consolidation.

The European Court of Justice has indicated that such measures were not justified by general-interest reasons linked to strategic requirements and the need to ensure continuity in public services when applied to commercial entities operating in the traditional financial sector. Tax problems also occur and it is one of the ways to get out of tax hassles as when a strong company acquires a financially poor company the amount of profit earned is less in the first year therefore the tax burden on the company will be less.

Mergers and acquisitions are complex processes. Despite some harmonised rules, taxation issues are mainly dealt within national rules, and are not always fully clear or exhaustive to ascertain the tax impact of a cross-border merger or acquisition. This uncertainty on tax arrangements sometimes require seeking for special agreements or arrangements from the tax authorities on an ad hoc basis, whereas in the case of a domestic deal the process is much more deterministic.

In a pending case (Marks & Spencer), the European Court of Justice has been asked whether it is contradictory to the EC treaty to prevent a company to reduce its taxable profits by setting off losses incurred in other member states, while it is allowed to do so with losses incurred in subsidiaries established in the state of the parent company.

Specific domestic tax breaks may favour specific, non-harmonised products or services, with the result that every institution has to provide this service or product if it wants to remain competitive. In such a situation, a merger between two entities located in that domestic market may yield synergies of scale, whereas it will be more difficult to exploit comparable synergies for a foreign institution taking over a domestic one, while not being entitled to the tax break in their home state.

In some cases, there may be discriminatory tax treatments for foreign products or services, i.e. products or services provided from a Member State different from the one where it is sold. Therefore, a cross-border group will be at a disadvantage when trying to centralise the “industrial functions” (e.g. asset management functions) as in the case of overall domestic group. Since the latter may keep all its value chain within the country and still benefit from synergies.

The impact of taxation on dividends may influence the shareholders’ acceptance of a cross-border merger. Even though a seat transfer or a quotation in another stock market might be justified for economic reasons, groups of shareholders could be opposed to such an operation if it implies higher non-refundable withholding tax, and thus lower returns on their investments.

What are the challenges in cross-border mergers and acquisitions ?

“Marriage of two lame ducks will not give birth to a race horse.”

The exponential rise in stock prices, due to mergers and acquisitions will have a ripple effect on the whole economy, technology innovation, market roll ups and mergers in addition to splits, spin offs and even corporate breakdown, may happen at speeds never encountered before. Along with this will come uncharted innovations in information technology and knowledge management and an explosion of new services, new products, new industries and new markets? The convergence of all this interconnectedness, interoperability and the value chain rationalization will turbo charge corporate development to a speed that will make unwary executives dizzy.

These all are the management challenges and whatever it takes, management must step up to the challenge. This mends learning to manage the knowledge and information while staying in the driver’s seat.

Executives will also confront perhaps the biggest bugaboo of all, complacency. The old watchword about fighting the lethargy that comes with contentment will be revived in the future throughout history, long term market dominance has characteristically bred complacency among industry leaders. Few can stay lean, mean hungry once the corporate coffers are brimming with success and profit.

But the biggest challenge to a cross border merger and takeover are the cultural issues. According to KPMG study, “83% of all the mergers and acquisitions failed to produce any benefit for the shareholders and over half actually destroyed value”. Interviews of over 100 senior executives involved in these 700 deals over a two year period revealed that the overwhelming cause of failure is the people and the cultural differences. Difficulties encountered in mergers and acquisitions are amplified in cross cultural situations, when companies involved are from two or more different countries. Up to the point in the transaction, where the papers are signed, the merger and acquisition business is predominantly financial valuing of the assets, determining the price and due diligence. Before the ink is dry, however this financially driven deal becomes a human transaction filled with emotions and trauma and survival behaviour, the non linear, often the irrational world of human beings in the midst of changes. In the case of international mergers and acquisition, the complexity of these processes is often compounded by the differences in national cultures. People living and working in different countries react to the same situation or events in a very different manner. Therefore a company involved in an international merger or acquisition needs to consider these differences right from the design stage if it is to succeed.

Individual preoccupation on “How is it all going to impact me?” weakens the commitment to the job at hand. This in turn translates people looking in for work in other companies. Often a firm in midst of transition loses its own talent, strengthening the competition. In countries where people identify largely with groups; people tend to look for support within their group. In France and Italy people caught in midst of mergers and acquisition often turn to unions. If unions cannot provide answers because they have been excluded from the negotiation process, they are likely to go on strikes. These strikes may do much more damage to organisation than any other factor.

Employees’ reluctance within the target company of a cross-border deal might also pose a threat to the successful outcome of the transaction. Indeed, employees may not accept to be managed from another country. A public opposition to the project may influence analysts’ assessment.

Cross-border mergers may imply a change in the place of quotation, or even in the currency of quotation. Shareholders’ acceptance of quotation changes may be limited, even all risks or tax impacts are eliminated. Indeed, the place of quotation may have an important symbolic value.

Given that cross-border mergers are complex and need to overcome a number of execution risks (as evidenced in this document), there might be an impact on shareholders’ and analysts’ apprehension of failure risk when it comes to cross-border mergers.

Consumers may mistrust foreign entities, meaning that all parameters being equal, a local incumbent may have an advantage over a competitor identified as foreign. This explains why foreign institutions often prefer to keep a local brand.

Of course, some of these challenges are not new-but the penalties for mis-steps will be greater and swifter than in the past. There are no longer any safe havens.It is expected that by 2010 there won’t be 50-60 undisputed global industry leaders as they exist today; there will be hundreds, each in its respective industry. Companies in such dominant positions will deal with high volumes of merger transactions- perhaps 10 or more per year. The companies will have to keep in mind that cross border mergers are not only business proposals but a corporate marriage of both the entities which require deeper and insightful solutions. The merger and acquisition activity in the past few years have become quite predictable and this trend is going to grow parallel with the desire and competetiveness of the society. Now let time be the emperor and decide the fate of this growing trend.

Source : ,http://www.legalserviceindia.com/article/l80-Mergers-&-Takeovers.html

Companies Act,2013

The new Companies Act (hereinafter referred as CA2013) is replacing old Companies Act, 1956 (hereinafter referred as CA1956). The CA2013 makes comprehensive provisions to govern all listed and unlisted companies in the country. The CA2013 is partially made effective w.e.f. 12^th September, 2013, by way of implementing 98 Sections and repealing the relevant sections corresponded with CA1956. Some of the Salient features of the CA2013 are as under:

1. Democracy of Shareholders: The CA2013 has introduced new concept of class action suits with a view of making shareholders and other stakeholders, more informed and knowledgeable about their rights.
2. Supremacy of Shareholders: The CA2013 focused and provide major aspect on approvals from shareholders on various significant transactions. The Government has rightly reduced the need for the companies to seek approvals to managerial remuneration and the shareholders have been vested with the power to sanction the limit.
3. Strengthening Women Contributions through Board Room:The CA2013 stipulates appointment of at least one woman Director on the Board of the prescribed class of Companies so as to widen the talent pool enabling big Corporates to benefit from diversified backgrounds with different viewpoints.
4. Corporate Social Responsibility: The CA2013 stipulates certain class of Companies to spend a certain amount of money every year on activities/initiatives reflecting Corporate Social Responsibility.  There may be difficulties in implementing in the initial years but this measure would help in improving the Under-privileged & backward sections of Society and the Corporate would in fact gain in terms of their reputation and image in the Society.
5. National Company Law Tribunal: The CA2013 introduced National Company Law Tribunal and the National Company Law Appellate Tribunal to replace the Company Law Board and Board for Industrial and Financial Reconstruction. They would relieve the Courts of their burden while simultaneously providing specialized justice.
6. Fast Track Mergers: The CA2013 proposes a fast track and simplified procedure for mergers and amalgamations of certain class of companies such as holding and subsidiary, and small companies after obtaining approval of the Indian government.
7. Cross Border Mergers:The CA2013 permits cross border mergers, both ways; a foreign company merging with an India Company and vice versa but with prior permission of RBI.
8. Prohibition on forward dealings and insider trading: The CA2013 prohibits directors and key managerial personnel from purchasing call and put options of shares of the company, its holding company and its subsidiary and associate companies as if such person is reasonably expected to have access to price-sensitive information (being information which, if published, is likely to affect the price of the company's securities).  Earlier these provisions were contained in regulations framed by SEBI, as the capital market regulator. Now, it has also been informed that SEBI is expected to discuss changes in certain norms for listed firms so as to make them in line with the rules in the new Act.
9. Increase in number of Shareholders: The CA 2013 increased the number of maximum shareholders in a private company from 50 to 200.
10. Limit on Maximum Partners: The maximum number of persons/partners in any association/partnership may be upto such number as may be prescribed but not exceeding one hundred. This restriction will not apply to an association or partnership, constituted by professionals like lawyer, chartered accountants, company secretaries, etc. who are governed by their special laws. Under the CA1956, there was a limit of maximum 20 persons/partners and there was no exemption granted to the professionals.
11. One Person Company: The CA2013 provides new form of private company, i.e., one person company is introduced that may have only one director and one shareholder. The CA1956 requires minimum two shareholders and two directors in case of a private company.
12. Entrenchment in Articles of Association: The CA2013 provides for entrenchment of articles of association have been introduced.
13. Electronic Mode: The CA2013 proposed E-Governance for various company processes like maintenance and inspection of documents in electronic form, option of keeping of books of accounts in electronic form, financial statements to be placed on company's website, etc.
14. Restriction on Composition: Every company shall have at least one director who has stayed in India for a total period of not less than 182 (one hundred and eighty two) days in the previous calendar year.
15. Independent Directors: The CA2013 provides that all listed companies should have at least one-third of the Board as independent directors. Such other class or classes of public companies as may be prescribed by the Central Government shall also be required to appoint independent directors. No independent director shall hold office for more than two consecutive terms of five years.
16. Serving Notice of Board Meeting: The CA2013 requires at least seven days' notice to call a board meeting. The notice may be sent by electronic means to every director at his address registered with the company. The CA1956 did not prescribe any notice period to call the board meeting of a company.
17. Duties of Director defined: Under the CA1956, a director had fiduciary duties towards a company. However, the CA2013 has NOW defined the duties of a director.
18. Liability on Directors and Officers: The CA2013 does not restrict an Indian company from indemnifying its directors and officers like the CA1956.
19. Rotation of Auditors: The CA2013 provides for rotation of auditors and audit firms in case of publicly traded companies.
20. Auditors performing Non-Audit Services: The CA2013 prohibits Auditors from performing non-audit services to the company where they are auditor to ensure independence and accountability of auditor.  
21. Financial Year: Every company's financial year will be the period ending on 31 March every year.
22. Rehabilitation and Liquidation Process: The entire rehabilitation and liquidation process of the companies in financial crisis has been made time bound under CA2013.

Source: .http://www.mondaq.com/india/x/270182/Corporate+Commercial+Law/Indian+Companies+Act+2013+A+New+Beginning

FDI boosters on cards

The government is considering a series of measures to liberalize the country’s foreign direct investment (FDI) policy.

As part of this, it is looking at permitting 26 per cent FDI in insurance broking through the automatic route, which would mean a nod from the Foreign Investment Promotion Board (FIPB) would not be necessary.

The Department of Economic Affairs has also suggested that activities covered under the non-banking financial company list be enlarged to include financial services such as insurance agencies and services auxiliary to insurance. It is also seeking to allow up to 100 per cent FDI in commodity broking under the automatic route, subject to certain capitalization norms.

Many of these proposals would be incorporated in the consolidated FDI policy, which is modified every six months. The latest version is expected soon.

In a major boost to FDI in wholesale retailing, the government is set to clarify the definition of a group company. Under the definition, group companies would mean two or more enterprises that directly or indirectly are in a position to exercise 26 per cent or more of the voting rights of another company, or can appoint more than 50 per cent of the members of the board of directors.

Walmart had approached the government for a clarification on the definition of what constituted a group.

The government had earlier scrutinized the relationship between Bharti Walmart - a 50-50 joint venture for cash-and-carry between the Bharti group and Walmart - and Bharti Retail - a wholly owned front-end retail company of the Bharti group.

Branded international retail stores in the fashion and jewellery businesses have been stymied from setting up stores through the single-brand retailing window due to a clause that makes it mandatory for these to sell only those products “which are branded during manufacture”. The government is planning to put a clarificatory guideline exempting such firms from this rider.

The government is also looking at permitting a foreign company that has picked up the entire stake in a pharma company to make additional investment through the automatic route, but with a few riders. It can now infuse fresh capital or convert external commercial borrowing in the Indian company into equity without going to the FIPB every time. But the money invested must not be used for acquisition of a domestic pharma company.

Foreign route

ü      What the government is planning

ü      26% FDI in insurance broking through the automatic route

ü      Up to 100%  FDI in commodity broking under the automatic route

ü      Clarify what is a group company in policy on FDI in wholesale trading

ü      Exempt single-brand retailers in jewellery from selling only products “which are branded during manufacture”

ü      Permit a foreign company that has picked up 100% stake in an existing pharma firm to make additional investment through the automatic route, but with a few riders

ü      Warrants and partly paid shares to be allowed as instruments of FDI

Courtesy: Surajeet Das Gupta

Guide to Incorporate Company in India

For setting up a business establishment in India, first step is to incorporate a company whether a private limited or a public limited, which includes:

ü      obtaining director identification number (DIN),

ü      obtaining digital signature certificate,

ü      reserving the company name with the Registrar of Companies (ROC),

ü      paying stamp duties

ü      filing all incorporation forms and documents  and

ü      obtaining the certificate of incorporation.

Thereafter, it is required to get the other necessary formalities done such as:

ü      Company seal

ü      Permanent Account Number (PAN).

Based on the nature of business, it may further be required to obtain a

Tax Account Number (TAN) come taxes deducted at source (TDS).

Subsequently, depending upon the nature of business additional requirements may include

ü      registration for Value Added tax (VAT),

ü      registration with Employees' Provident Fund Organization,

ü      registration for medical insurance (ESIC)

For incorporating a company in India, there is a series of steps required for incorporating a private or public limited company in India. These steps work according to the guidelines provided by The Company’s Act, 1956.

1. The very first step of formation for incorporating a company is to get the name of the company registered at the Registered of Companies (ROC) in the territory of the company’s registered office. The company’s name should not match any existing name. ROC at least takes a week from the date of registration of the name to assure that the name does not exist before.

2. After the completion of this process, the company has to file a Memorandum of Association and Articles of Association with ROC itself. For a public company, the company’s name should end up with “Limited” and for a private company; the company’s name should end up with “Private Ltd”.

3. After submitting the Memorandum of Association and Articles of Association, ROC issues an incorporated certificate only after receiving a mandatory registration fees.

4. After these steps, the next main step is to get the address of the registered office. It is not mandatory for the registered office to be the same building from where all the work is being carried out.

5. Foreign companies need to fill up a FNV-5 form with the Reserve Bank of India to get the permission to start the manufacturing and trading activities in India without an Indian partner. Any Indian or foreigner can be the director of a company in India. Any person whether he/she is Indian or foreigner and any Indian company or foreign company can be shareholder of an Indian company.

6. For incorporating a Public Company, a minimum of three directors and seven shareholders are required and for incorporating Private Company, a minimum of two directors and two shareholders are required.

7. After the registration and certification, each company needs to designate an Auditor. He has a very important duty to perform in the company. All the balance sheets, company’s documents and company’s meetings are scrutinized by him.

8. Every company should have an account book and written records of all the directors, shareholders and the employees. Account book takes care of all income, including profits and losses and the records register takes care of all the past and present work of the people associated with the company.

9. At last, each company should have a different logo, and a stamp of that logo which is imprinted on each written record and each written document of the company. 

Agarwal and Company Law Offices LLP.

Merck unit sues Glenmark over diabetes drug

The action comes a day after Swiss drugmaker Novartis AG (NOVN.VX) lost a landmark court ruling over patent protection for its cancer treatment Glivec, a decision widely seen as boosting India's generic pharmaceuticals business.

Merck's Indian unit, MSD, holds an Indian patent on sitagliptin, a chemical compound sold under the Januvia and Janumet brands.

Although the patent is yet to expire, Mumbai-based Glenmark confirmed it had launched generic versions of the two drugs.

"Glenmark is a responsible company and has launched the products after due diligence and research," it said in an emailed statement.

MSD filed its case with the Delhi High Court on Tuesday, saying it was disappointed with Glenmark's decision to launch products that directly infringed its intellectual property.

There are about 65 million patients in India being treated for type 2 diabetes, MSD said.

"We believe our patents for Januvia and Janumet are valid and enforceable and will vigorously defend them," MSD said in an email to Reuters.

Januvia costs nearly 1,300 rupees for a month's dose while Glenmark has offered the drug at a discount of about 30 percent, an industry source said.

Income tax returns out of RTI ambit

                       IN THE SUPREME COURT OF INDIA

                        CIVIL APPELLATE JURISDICTION

          Special Leave Petition (Civil) No. 27734          of 2012
                              (@ CC 14781/2012)



Girish Ramchandra Deshpande                  .. Petitioner
                                   Versus
Cen. Information Commr. & Ors.                     .. Respondents



                                  O R D E R

1.    Delay condoned.

2.    We are, in this case, concerned with the question whether the  Central
Information Commissioner (for short 'the CIC') acting  under  the  Right  to
Information Act, 2005 (for  short  'the  RTI  Act')  was  right  in  denying
information regarding the third respondent's personal matters pertaining  to
his  service  career  and  also  denying  the  details  of  his  assets  and
liabilities, movable  and  immovable  properties  on  the  ground  that  the
information sought for was qualified to be personal information  as  defined
in clause (j) of Section 8(1) of the RTI Act.


3.    The petitioner  herein  had  submitted  an  application  on  27.8.2008
before  the  Regional  Provident  Fund  Commissioner  (Ministry  of  Labour,
Government  of  India)  calling  for  various  details  relating  to   third
respondent, who was employed  as  an  Enforcement  Officer  in  Sub-Regional
Office, Akola, now working in the State of Madhya Pradesh.  As  many  as  15
queries were made to which the Regional Provident Fund Commissioner,  Nagpur
gave the following reply on 15.9.2008:

      "As to Point No.1:     Copy of appointment order of Shri A.B. Lute, is
                            in 3 pages.  You have  sought  the  details  of
                            salary in respect  of  Shri  A.B.  Lute,  which
                            relates to personal information the disclosures
                            of which has  no  relationship  to  any  public
                            activity   or   interest,   it   would    cause
                            unwarranted  invasion   of   the   privacy   of
                            individual  hence  denied  as   per   the   RTI
                            provision under Section 8(1)(j) of the Act.


      As to Point No.2:      Copy of order of granting  Enforcement  Officer
                            Promotion to Shri A.B. Lute, is  in  3  Number.
                            Details  of  salary  to  the  post  along  with
                            statutory and other deductions of Mr.  Lute  is
                            denied to provide as per RTI  provisions  under
                            Section  8(1)(j)  for  the  reasons   mentioned
                            above.


      As to Point NO.3:      All the transfer orders of Shri A.B. Lute,  are
                            in 13 Numbers.  Salary details is  rejected  as
                            per the provision under Section 8(1)(j) for the
                            reason mentioned above.


      As to Point No.4:      The copies of memo, show cause notice,  censure
                            issued to Mr. Lute, are not being  provided  on
                            the ground  that  it  would  cause  unwarranted
                            invasion of the privacy of the  individual  and
                            has no relationship to any public  activity  or
                            interest.   Please  see  RTI  provision   under
                            Section 8(1)(j).


      As to Point No.5:      Copy of EPF (Staff & Conditions) Rules 1962  is
                            in 60 pages.


      As to Point No.6:      Copy of return of  assets  and  liabilities  in
                            respect of Mr. Lute cannot be provided  as  per
                            the provision of RTI Act under Section  8(1)(j)
                            as per the  reason  explained  above  at  point
                            No.1.


      As to Point No.7:      Details of investment and other related details
                            are rejected as per the provision  of  RTI  Act
                            under  Section  8(1)(j)  as  per   the   reason
                            explained above at point No.1.


      As to Point No.8:      Copy of report of  item  wise  and  value  wise
                            details of  gifts  accepted  by  Mr.  Lute,  is
                            rejected as per the provisions of RTI Act under
                            Section 8(1)(j) as  per  the  reason  explained
                            above at point No.1.


      As  to  Point  No.9:       Copy  of  details  of  movable,   immovable
                            properties of Mr. Lute, the request to  provide
                            the same is rejected as per the RTI  Provisions
                            under Section 8(1)(j).


      As to Point  No.10:      Mr.  Lute  is  not  claiming  for  TA/DA  for
                            attending the criminal case  pending  at  JMFC,
                            Akola.


      As to Point No.11:     Copy of Notification is in 2 numbers.


      As to Point No.12:     Copy of certified true  copy  of  charge  sheet
                            issued to Mr. Lute - The matter  pertains  with
                            head Office, Mumbai.  Your application is being
                            forwarded to Head Office, Mumbai as per Section
                            6(3) of the RTI Act, 2005.


      As to  Point  No.13:      Certified  True  copy  of  complete  enquiry
                            proceedings initiated against  Mr.  Lute  -  It
                            would cause unwarranted invasion of privacy  of
                            individuals and  has  no  relationship  to  any
                            public activity or interest.   Please  see  RTI
                            provisions under Section 8(1)(j).


      As to Point No.14:     It would cause unwarranted invasion of  privacy
                            of individuals and has no relationship  to  any
                            public activity or interest,  hence  denied  to
                            provide.


      As to Point No.15:     Certified true copy of second show cause notice
                            -  It  would  cause  unwarranted  invasion   of
                            privacy of individuals and has no  relationship
                            to  any  public  activity  or  interest,  hence
                            denied to provide."




4.    Aggrieved by the said order, the petitioner approached the  CIC.   The
CIC passed the order on 18.6.2009, the operative portion of the order  reads
as under:

      "The question for consideration is whether the  aforesaid  information
      sought by the Appellant can be treated as  'personal  information'  as
      defined in clause (j) of Section 8(1) of  the  RTI  Act.   It  may  be
      pertinent to mention that this issue came up before the Full Bench  of
      the Commission in Appeal No.CIC/AT/A/2008/000628  (Milap  Choraria  v.
      Central Board of Direct Taxes) and the Commission  vide  its  decision
      dated 15.6.2009 held that "the Income Tax  return  have  been  rightly
      held to be personal information exempted from disclosure under  clause
      (j) of Section 8(1) of the RTI Act  by  the  CPIO  and  the  Appellate
      Authority, and the appellant herein has not  been  able  to  establish
      that a larger public interest would be served by  disclosure  of  this
      information.  This logic would hold good as far as the  ITRs  of  Shri
      Lute are  concerned.   I  would  like  to  further  observe  that  the
      information which has been denied to the appellant  essentially  falls
      in two parts - (i) relating to the personal matters pertaining to  his
      services career; and (ii) Shri Lute's assets  &  liabilities,  movable
      and immovable properties and  other  financial  aspects.   I  have  no
      hesitation in holding that this information also qualifies to  be  the
      'personal information' as defined in clause (j) of Section 8(1) of the
      RTI Act and the appellant has not been able to convince the Commission
      that disclosure thereof is in larger public interest."




5.    The CIC, after holding so directed the second respondent  to  disclose
the information at paragraphs 1, 2, 3 (only posting  details),  5,  10,  11,
12,13 (only copies of the posting orders) to the appellant within  a  period
of four weeks from the date of the order.  Further, it  was  held  that  the
information sought for with regard to the other queries did not qualify  for
disclosure.

6.    Aggrieved by the said order, the  petitioner  filed  a  writ  petition
No.4221 of 2009 which came up for hearing before a learned Single Judge  and
the court dismissed the same vide order dated  16.2.2010.   The  matter  was
taken up by way of Letters Patent Appeal No.358 of 2011 before the  Division
Bench and the same was dismissed vide order dated 21.12.2011.   Against  the
said order this special leave petition has been filed.

7.    Shri A.P. Wachasunder, learned counsel appearing  for  the  petitioner
submitted that the documents sought  for  vide  Sl.  Nos.1,  2  and  3  were
pertaining to appointment and promotion and Sl.  No.4  and  12  to  15  were
related to disciplinary action and documents at Sl. Nos.6 to 9 pertained  to
assets and liabilities and gifts received by the third  respondent  and  the
disclosure of those details, according to the  learned  counsel,  would  not
cause unwarranted invasion of privacy.

8.    Learned counsel also submitted that the privacy  appended  to  Section
8(1)(j) of the RTI Act widens the scope of documents  warranting  disclosure
and if those provisions are properly interpreted, it could not be said  that
documents  pertaining  to  employment  of  a  person  holding  the  post  of
enforcement officer could be treated as documents having no relationship  to
any public activity or interest.

9.    Learned counsel also pointed out that in view of Section 6(2)  of  the
RTI Act, the applicant making request for  information  is  not  obliged  to
give any reason for the  requisition  and  the  CIC  was  not  justified  in
dismissing his appeal.

10.   This Court in Central Board of  Secondary  Education  and  another  v.
Aditya Bandopadhyay and others (2011) 8  SCC  497  while  dealing  with  the
right of examinees to inspect evaluated answer books in connection with  the
examination conducted by the CBSE Board  had  an  occasion  to  consider  in
detail the aims and object of the RTI Act as well as  the  reasons  for  the
introduction  of  the  exemption  clause  in  the  RTI  Act,  hence,  it  is
unnecessary, for the purpose of this case to  further  examine  the  meaning
and contents of Section 8 as a whole.

11.   We are, however, in this case primarily concerned with the  scope  and
interpretation to clauses (e), (g) and (j) of Section 8(1) of  the  RTI  Act
which are extracted herein below:
      "8. Exemption from disclosure  of  information.-  (1)  Notwithstanding
      anything contained in this Act, there shall be no obligation  to  give
      any citizen,-


      (e) information available to a person in his  fiduciary  relationship,
      unless the competent authority is satisfied  that  the  larger  public
      interest warrants the disclosure  of such information;


      (g) information, the disclosure of which would endanger  the  life  or
      physical safety of any person or identify the source of information or
      assistance  given  in  confidence  for  law  enforcement  or  security
      purposes;


      (j) information which relates to personal information  the  disclosure
      of which has no relationship to any public activity  or  interest,  or
      which  would  cause  unwarranted  invasion  of  the  privacy  of   the
      individual unless the Central Public Information Officer or the  State
      Public Information Officer or the appellate authority, as the case may
      be, is  satisfied  that  the  larger  public  interest  justifies  the
      disclosure of such information."




12.   The petitioner herein sought for  copies  of  all  memos,  show  cause
notices and censure/punishment awarded to  the  third  respondent  from  his
employer and also details viz. movable and  immovable  properties  and  also
the details of his investments, lending and borrowing from Banks  and  other
financial institutions.    Further, he has also sought for  the  details  of
gifts stated to have accepted by the third respondent,  his  family  members
and friends and relatives at the  marriage  of  his  son.   The  information
mostly sought for finds a place in the  income  tax  returns  of  the  third
respondent.  The question that has come up for consideration is whether  the
above-mentioned  information  sought   for   qualifies   to   be   "personal
information" as defined in clause (j) of Section 8(1) of the RTI Act.

13.   We are in agreement with  the  CIC  and  the  courts  below  that  the
details called for by the petitioner i.e. copies of all memos issued to  the
third respondent, show cause notices and orders of  censure/punishment  etc.
are qualified to be  personal  information  as  defined  in  clause  (j)  of
Section 8(1) of the RTI Act.  The performance of an employee/officer  in  an
organization is primarily a matter between the  employee  and  the  employer
and normally those aspects are governed by  the  service  rules  which  fall
under the expression "personal information", the disclosure of which has  no
relationship to any public activity or public interest.  On the other  hand,
the disclosure of which would cause unwarranted invasion of privacy of  that
individual.  Of course, in a given case, if the Central  Public  Information
Officer or the State Public Information Officer of the  Appellate  Authority
is satisfied that the larger public interest  justifies  the  disclosure  of
such information, appropriate orders could  be  passed  but  the  petitioner
cannot claim those details as a matter of right.

14.   The details disclosed by a  person  in  his  income  tax  returns  are
"personal information" which stand exempted  from  disclosure  under  clause
(j) of Section 8(1)  of  the  RTI  Act,  unless  involves  a  larger  public
interest and the Central Public Information  Officer  or  the  State  Public
Information Officer or the Appellate Authority is satisfied that the  larger
public interest justifies the disclosure of such information.

15.   The petitioner in the instant case has not made  a  bona  fide  public
interest in seeking information, the disclosure of  such  information  would
cause unwarranted invasion  of  privacy  of  the  individual  under  Section
8(1)(j) of the RTI Act.

16.   We are, therefore, of the view that the petitioner has  not  succeeded
in establishing that the information sought for is  for  the  larger  public
interest.  That being the fact,  we  are  not  inclined  to  entertain  this
special leave petition.  Hence, the same is dismissed.

Indian Contract Act, Non compete clause

A non-compete clause or a covenant not to compete is a term used in contracts under which the employee agrees to not pursue a similar profession, trade or business in competition against the employer. Apart from the regular employment agreements, such covenants are also at times included in the agreements relating to sale of goodwill of business or professional practice, employment exit and other exclusive dealings and service arrangements.

The Indian Contract Act, 1872, which provides a framework of rules and regulations, governing the formation and performance of a contract in India deals with the legality of such non-compete covenants. It stipulates that an agreement, which restrains anyone from carrying on a lawful profession, trade or business, is void to that extent. Under section 27 of the Indian Contract Act, 1872 agreements in restraint of trade are void.

Agreement in restraint of trade is defined as the one in which a party agrees with any other party to restrict his liberty in the present or the future to carry on a specified trade or profession with other persons not parties to the contract without the express permission of the latter party in such a manner as he chooses. Providing for restraint on employment in the employment contracts of the employees in the form of confidentiality requirement or in the form of restraint on employment with competitors has become a part of the corporate culture.

Section 27
Every agreement by which anyone is restrained from exercising a lawful profession or trade or business of any kind, is to that extent void.
Exception: One who sells goodwill of a business with a buyer to refrain from carrying on a similar business, within specified local limits so long as the buyer, or any person deriving title to the goodwill from him, carries on a like business therein provided that such limits appear to the Court reasonable, regard being had to the nature of business.

Although the section states that all agreements in restraint of any profession, trade or business are void, the current trend as per various judicial pronouncements leads to the conclusion that reasonable restraint is permitted and does not render the contract void ab initio. Reasonableness of restraint depends upon various factors, and the restraint in order to prevent divulgence of trade secrets or business connections has to be reasonable in the interest of the parties to ensure adequate protection to the covenantee. The above section implies that to be valid an agreement in restraint of trade must be reasonable as between the parties and consistent with the interest of the public.

Therefore two terms need to be defined:
1. What is public policy?
2. What is “reasonable”?

PUBLIC POLICY

The concept of public policy is illusive, varying and uncertain. The term ‘Public Policy ’ is not capable of a precise definition and whatever tends to injustice of operation, restraint of liberty, commerce and natural or legal rights; whatever tends to the obstruction of justice or violation of statutes and whatever is against good morals can be said to be against public policy.

It has been held that the concept of public policy is capable of expansion and modification.[1]

The Supreme Court observed in in Gherulal Pathak v. Mahadeodas Maiya[2]
“Public policy is a vague and unsatisfactory term and calculated to lead to uncertainty and error and when applied to decision of legal rights it is capable of being understood in different senses. It is the province of the judge to expound this law only. They have become a part of recognized law, and we are therefore bound by them. There are several decisions of the courts which lays down a general rule as to what is an agreement opposed to public policy and what is not. These, though provide guidelines as to defining ‘public policy’ cannot be used as a sure shot rule”.

Agreements opposed to public policy:
There are several moral, legal, ethical constraints. Some case laws help to understand what an agreement in restraint of public policy is.
If an agreement is such that it tends to injure public interest or public welfare it is against public policy [3]
Where there is an agreement between the parties that a certain consideration should proceed from the accused person to the complainant in return for the promise of the complainant to discontinue the criminal proceedings is clearly a transaction as opposed to public policy[4]

Agreements Not Opposed to Public Policy:
A contract for manning, running, operating, repairing and maintenance on hire for three vehicles was entered into between parties. The contracts inter alia provided that the employer shall have the right to terminate the contract after expiry of one year without assigning reasons. It was held that such a stipulation was not unconscionable or opposed to public policy[5]

Hence using these guidelines courts can deduce what is public policy as it has not been appropriately defined in any case law.

WHAT IS REASONABLE?

As defined by the dictionary reasonable means – according to reason.
Hence whatever a reasonable man would do, using commonsense and knowledge, under the given circumstances, will account as reasonable. Therefore the test of reasonability depends on the facts and circumstances of each case.

 Where services are performed under an agreement that the remuneration shall be to the discretion of the employer, the question whether the employer has the right to determine whether any remuneration at all shall be paid, so that his decision is a condition precedent to any claim or merely has the right to fix the amount of the remuneration, is a question of construction and intention in each particular case.[6]

Reasonable restrictions can be placed in the following ways:

1. Distance: suitable restrictions can be placed on employee to not practice the same profession within a stipulated distance, the stipulation being reasonable.

2. Time limit: if there is a reasonable time provided in the clause then it will fall under reasonable restrictions.

3. Trade secrets: the employer can put reasonable restrictions on the letting out of trade secrets.

4. Goodwill: There is an exception under section 27 of the Indian Contract Act on the distribution of goodwill.

NON COMPETE CLAUSES UNENFORCEABLE IN INDIA

With the increase in cross-border trade and an enhanced competitive climate in India, confidentiality, non-compete, and non-solicitation agreements are becoming increasingly popular, especially in the IT and technology sectors. An increasing number of outsourcing and IT companies are including confidentiality, non-compete, and non-solicitation clauses in agreements with their employees, with terms ranging from a few months to several years after the employment relationship are terminated. The companies claim that such restrictions are necessary to protect their proprietary rights and their confidential information.

Indian courts have consistently refused to enforce post-termination non-compete clauses in employment contracts, viewing them as "restraint of trade" impermissible under Section 27 of the Indian Contract Act, 1872, and as void and against public policy because of their potential to deprive an individual of his or her fundamental right to earn a livelihood.

There are various case laws that will clear out the situation in India:

Supreme Court of India in Percept D' Mark (India) Pvt. Ltd v Zaheer Khan [7] observed that under Section 27 of the Act a restrictive covenant extending beyond the term of the contract is void and not enforceable. The court also noted that the doctrine of "restraint of trade" is not confined to contracts of employment only, but is also applicable to all other contracts with respect to obligations after the contractual relationship is terminated.

In a 2009 decision by the New Delhi High Court in Desiccant Rotors International Pvt Ltd v Bappaditya Sarkar & Anr [8] involved a senior marketing manager at a manufacturer of evaporative cooling components, products and systems. As part of his employment agreement with Desiccant, the manager agreed that for two years following the termination of his employment, he would be bound by a covenant with Desiccant that would require him to keep Desiccant's matters confidential, and that would prevent him from competing with Desiccant and soliciting Desiccant's customers, suppliers and employees. Expressly embodied in the employment agreement was an acknowledgment by the manager that he was dealing with confidential material of Desiccant, including: know-how, technology trade secrets, methods and processes, market sales, and lists of customers. After a few years of employment, the manager resigned and-notwithstanding the terms of his old employment agreement-within three months of his resignation joined a direct competitor of Desiccant as country manager in charge of marketing and started contacting customers and suppliers of Desiccant. In injunctive proceedings against the manager by Desiccant, the High Court reiterated the principles embodied in Section 27 of the Act and the individual's fundamental right to earn a living by practicing any trade or profession of his or her choice. Brushing aside any argument by Desiccant that the restrictive covenants were primarily designed to protect its confidential and proprietary information, the High Court ruled that in the clash between the attempt of employers to protect themselves from competition and the right of employees to seek employment wherever they choose, the right of livelihood of employees must prevail. However the High Court did allow an injunction against the manager prohibiting him from soliciting Desiccant's customers and suppliers to stand in effect.

Similarly, in a 2007 decision in V.F.S. Global Services Ltd. v. Mr. Suprit Roy [9]

The Bombay High Court held that a fully paid three-month "garden leave" agreement with a senior manager did not renew the employment contract and constituted a "restraint of trade" unenforceable by V.F.S. However, relief for breach of non-solicitation obligations was denied on the basis of vagueness of the relief claimed.

In Superintendence Company of India vs Krishan Murgai [10]

The Supreme Court held that a contract, which had for its object a restraint of trade, was prima facie void. The company, with its head office at Kolkata and branch office at New Delhi, carried on business as valuers and surveyors. It had established a reputation and goodwill in its business by developing its own techniques for quality testing and control and possessed trade secrets in the form of these techniques and clientele. Mr Murgai was employed as branch manager of the New Delhi office. One of clauses of the terms and conditions of employment placed him under a post-service restraint that he would neither serve any other competitive firm nor carry on business on his own in similar line for two years at the place of his last posting; and the restriction would come into operation after he left the company. When he was terminated from service, the employee started a business on similar lines. When the matter came for appeal, the Supreme Court held that under Section 27 of the Indian Contract Act, 1872, a service covenant extended beyond the termination of the service was void.

In Star India Pvt Ltd. V. Laxmiraj Seetharam Nayak [11],

The Bombay High Court held that an employer has right to terminate the contract of employment on the ground of misconduct; hence, it cannot be said that the employee had absolutely no right to resign from the employment on account of better prospects or other personal reasons. It was observed by the court that merely because for some time the employer might face some inconvenience, the employee concerned cannot be forced to come back for the pleasure of the employer or to satisfy the ego of the higher-ups of the contemplated competition in the market.

In Sandhya Organic Chemicals P.Ltd v. United Phosphorous [12],

The Gujarat High Court held that a service covenant extended beyond the termination of the service is void. It was held that an employee could not be restrained for all times to come to use his knowledge and experience which he gained during the course of employment either with the employer or with any other employer. It was also held that the principles laid down by the English Courts on common law and equity will not be applicable in view of Section 27 of the Indian Contract Act.

In Lalbhai Dalpatbhai and co. v. Chittaranjan Chandulal Pandya[13],

The Division Bench of the Gujarat High Court consolidated all the fundamental principles concerning the negative stipulation in the contract of service during the service period and after the service period. The Bench dealt with the problem with utmost clarity and great vision. In fact, this should be a guiding judgment on the point. While considering the freedom of contract and the freedom of occupation, they laid down the fundamental principle that the freedom of contract must yield to the freedom of occupation in public interest.” The Bench said that it must be seen whether the enforcement of the negative stipulation is “reasonably necessary for the protection of the legitimate interests of the employer. If it is not going to benefit the employer in any legitimate manner, the court would not injunct the employee from exercising his skill, training and knowledge merely because the employee has agreed to it.”

In M/S Gujarat Pottling Co.Ltd. & Ors vs The Coca Cola Co. & Ors on 4 August, 1995[14]

The Supreme Court exhaustively reviewed the law relating to the validity of the contracts containing a negative covenant in commercial agreements. In paragraph No. 14 of the agreement entered into in the year 1993 between the parties in Gujrat Bottling Company's case provided that the Bottler would not manufacture, bottle, sale deed or otherwise be connected with the products, beverages of any other brands or trademarks/trade names during the subsistence of the agreement including the period of one year notice of termination. The 1993 agreement between the parties in that case was construed by the Supreme Court to be an agreement of a grant of franchiser by Coca Cola as a franchiser to Gujarat Botting Co. (GBC) as a franchisee whereby the GBC had been permitted to manufacture, bottle and sell beverages covered by the trade marks in the area covered by the agreement. The Supreme Court was required to consider whether the negative stipulation contained in paragraph No. 14 of the 1993 agreement being in restraint of trade was void under provisions of section 27 of the Contract Act. The Supreme Court noted that in England in earlier times, all contracts in restraint of relaxed and it became a rule that a partial restraint might be good if reasonable although a general restraint was void. The distinction between the general and partial restraint was subsequently repudiated and the rule, in England, now is that restraints whether general of partial may be good if they are reasonable and any restraint of freedom of contract must be shown to be reasonable to be valid. The principle that agreement in restraint of trade is void is a common law principle applicable in England while it has a statutory recognition under section 27 of the Indian Contract Act, 1872. While construing the provisions of section 27 of the Contract Act, the High Courts in India have held that neither the test of reasonableness nor the principle that the restraint being partial or reasonable are applicable to a case governed by section 27 of the Contract Act, unless it falls within the exception. The Law Commission in its 13th report has recommended that the provision (section 27 of the Contract Act) should be suitably amended to allow such restrictions and all contracts in restraint of trade, general or partial as were reasonable in the interest of the parties as well as public. No action is, however, been taken by the Parliament on the said recommendations (See paragraph No. 23).

However the court has upheld the non compete principle where is it reasonable:

In the case The Supreme Court of India in Niranjan Shankar Golikari v. The Century Spinning and Manufacturing Company Ltd [15]. observed that restraints or negative covenants in the appointment or contract may be valid if they are reasonable. A restraint upon freedom of contract must be shown to be reasonably necessary for the purpose of freedom of trade. The court held that a person may be restrained from carrying on his trade by reason of an agreement voluntarily entered into by him with that object. In such a case the general principle of freedom of trade must be applied with due regard to the principle that public policy requires the utmost freedom to the competent parties to enter into a contract and that it is public policy to allow a trader to dispose of his business and to afford to an employer an unrestricted choice of able assistance and the opportunity to instruct them in his trade and its secrets without fear of their becoming his competitors. Where an agreement is challenged on the ground of its being in restraint of trade, the onus is upon the party supporting the contract to show that the restraint is reasonably necessary to protect his interests. Once, this onus is discharged by him, the onus of showing that the restrain is nevertheless injurious to the public is upon the party attacking the contract.

Hence the non-compete covenants used in agreements can be categorized into in term and post term covenants. In an employment contract, the basic interests of the employer which are required to be protected include trade secrets and business connections and other such confidential information. In case of restraints in contracts of employment the nature of business and employment is relevant in assessing the reasonableness of restraints. An employee owes a duty to the employer to not disclose to others or use to his own advantage the trade secrets or confidential information which he had access to during the course of employment and he could be restrained from or sued for divulging or utilizing any such information in his new employment. But once again, he cannot be prevented from taking up the employment. Also, the employer cannot prevent the use of employee’s knowledge, skill or experience even if the same is acquired during the course of employment. Restrictive covenants are different in cases where the restriction is to apply during the period after termination of the contract than in those cases where it is to operate during the period of the contract.

Negative covenants operative during the period of contract of employment when the employee is bound to serve the employer exclusively are generally not regarded as restraint of trade and do not fall under Section 27 of the Indian Contract Act,1872. A negative covenant, one that the employee would not engage himself in a trade or business or would not get employment under any other employer for whom he/she would perform similar or substantially similar duties, is not a restraint of trade unless the contract is unconscionable or excessively harsh or unreasonable or one sided

CONCLUSION

It is well established by the various case laws decided in the courts of India that ‘non compete’ clauses that extend after the termination of employment are not enforceable in India. It is stated clearly in section 27 of the Indian Contract Act, 1872 that agreements in restraint of trade are void. In the garb of confidentiality, an employer cannot be allowed to perpetuate forced employment, as it is hit by Section 27.

Even though these clauses are valid in foreign countries, the laws and judicial interpretations of other countries will hardly have any effect on Indian courts if the statutory laws of this country are unambiguous. Post term restrictive covenants have been held invalid through various judicial pronouncements. An employer is not entitled to protect himself against competition on the part of an employee after the employment has ceased. However, a purchaser of a business is entitled to protect himself against competition per se on the part of the vendor and it has been upheld that a employer has no legitimate interest in preventing an employee after he/she leaves his service from entering the service of a competitor merely on the grounds that the employee has started working with a competitor, unless the same leads to misuse or an unauthorized disclosure of confidential information, which has been provided to the employee during his course of employment

Article 21 of the Constitution of India guarantees the live to livelihood and since it is a fundamental right it is held to be inviolable. This makes the enforcing of non compete clauses in India even more of a difficult task.

[1]P.Rathinam v. Union of India, AIR 1994 SC 1844 (1994) 3 SCC 394
[2]AIR 1959 SC 781: 1959 Supp(2)SCR 406
[3]RattanChand Hira Chand v. Aksar Nawaz Jung , (1991) 3 SCC 67
[4]Ouseph Poulo v. Catholic Union Bank ltd AIR 1965 SC 166: (1964) 7 SCR 745
[5]Oil and Natural Gas Corp. Ltd. V. Streamline Shipping Co., AIR 2002 Bom 420 (DB)
[6]S.Ranjan v. Indian Union AIR 1966 Mad 235: 78 Mad LW 636 (DB)
[7]AIR 2006 SC 3426
[8]I.A. No.5455/2008, I.A. No.5454/2008 & I.A. No.5453/2008 in CS(OS) No.337/2008
[9]2008(2)Bom CR 446, 2007(2) CTLJ 423 Bom
[10]1980 AIR 1717, 1980 SCR(3)1278
[11]2003(3) Bom CR 563, 2003(3)MhLj 726
[12]AIR 1997 Guj 177
[13]AIR 1966 Guj 189, (1966) GLR 493
[14]1995 AIR 2372, 1995 SCC (5) 545
[15]1967 AIR 1098, 1967 SCR (2)378