Corporate Restructuring – An Over-view
Introduction
Restructuring
is an important step in shareholder value creation. It creates a company that
captures opportunities in the evolving Indian economy through leadership in
focussed value businesses. Keeping pace with global changes, it is necessary to
adapt to the change for sustenance, progress by catering to the needs of
business clients. Mittal-Arceler ; Tata-Korus ; and Birla-Novelis are the
recent takeover bids which have enhanced the confidence level of Indian
Corporates and made known to the World over their presence. It is, therefore,
imperative that Corporate Restructuring is today’s buzzword. Business
restructuring is vital for survival and growth of a company in the present
fast-changing competitive environment. The judiciary has been, by and large,
showing a liberal and pragmatic approach towards corporate restructuring. The
process involves a great degree of skill and expertise, for smooth and proper
restructuring of entities, relate chiefly to Legal ; Accounting ; Taxation and
Human Resource aspects. Hence in the growing realm of such transactions, it is
imperative to know about various provisions under Company law relating to
Internal and External Reconstructions.
Internal Reconstruction with Members & Co.
Section 106. Alteration of rights of holders of special classes of shares
Where the share capital of a company is divided into
different classes of shares, the rights attached to the shares of any class may
be varied with the consent in writing of the holders of not less than
three-fourths of the issued shares of that class or with the sanction of a
special resolution passed at a separate meeting of the holders of the issued
shares of that class -
(a)
if provision with respect to such variation is contained in the memorandum or
articles of the company, or
(b) in the absence of any such
provision in the memorandum or articles, if such variation is not prohibited by
the terms of issue of the shares of that class.
Meaning of “Variation of class rights”
§
To vary means to change in form, appearance,
nature, substance etc.; alter; modify; to make different from one another,
diversify, alter, reorganize. Variation includes addition, deletion,
substitution, modification, cancellation, and abrogation of the rights. Section
2(50) of the Companies Act provides that ‘variation’ shall include abrogation;
and ‘vary’ shall include ‘abrogate’. Any variation must, however, be within the
limitation of the Act; otherwise it will be void under Section 9.[1]
But a different view can be found in Ramiaih’s Company Law that although the
term ‘variation’ includes abrogation under s.2(50) but it cannot be imported
into s.106 in the context of which it is
used therein. The variation referred to is variation to the prejudice of any
class of shareholders, and not any variation adding to or enhancing rights of
any class. It is only where a variation involves the curtailment of the rights
of any class or classes of shareholders, the consent or sanction of such class
or classes will be necessary.[2]
What constitutes a class right?
§
The articles may omit to assign, expressly,
shares with differing rights to different classes, but for the purposes of
articles about variations of class rights and for the purpose of Ss.106-107
those shares may still belong to different classes.
§
It is necessary to constitute a class that
special rights should be attached to any particular shares. They may be
conferred on the persons concerned in his capacity as a member or shareholder
of the company and for the purposes of this section they will also be regarded
as rights attached to a class of shares.
How classes are created?
§
Special class rights may be created by the terms
of issue or by a special resolution. Special class rights generally relate to dividend,
voting or the distribution of assets in the winding up of the company.[3]
§
Special rights may also be provided for in the
memorandum or in the articles or in a separate agreement between the company
and the special class. Whenever therefore the question of variation of special
rights arises it is necessary to see first whether as to where members of that
class a higher degree of protection than their definition in the articles.
Some Prominent observations of Courts:
§
A variation, which merely affects the enjoyment
of a right without modifying the right itself, does not come within the
section.[4]
§
Alteration of rights, in order to attract this
section, must relate to the rights attaching to the classes of shares as such
and not to any indirect or subsidiary right or contractual right which the
holders of that class may otherwise have by virtue of any agreement, contract
or provision in the articles.[5]
§
In order to attract s.106, it must be shown that
the alteration of rights is direct and proximate and not merely derived by its
implication.[6]
Section 107. Rights of Dissentient Shareholders
(1) If, in pursuance of any
provision such as is referred to in section 106, the rights attached to any
such class of shares are at any time varied, the holders of not less in the
aggregate than ten per cent of the issued shares of that class, being persons
who did not consent to or vote in favour of the resolution for the variation,
may apply to the Tribunal to have the variation cancelled, and where any such
application is made, the variation shall not have effect unless and until it is
confirmed by the Tribunal.
(2) An application under this
section shall be made within twenty-one days after the date on which the
consent was given or the resolution was passed, as the case may be, and may be
made on behalf of the shareholders entitled to make the application by such one
or more of their number as they may appoint in writing for the purpose.
(3) On any such application,
the Tribunal after hearing the applicant and any other persons who apply to the
Tribunal to be heard and appear to the Tribunal to be interested in the
application, may, if it is satisfied, having regard to all the circumstances of
the case, that the variation would unfairly prejudice the shareholders of the class
represented by the applicant, disallow the variation; and shall, if not so
satisfied, confirm the variation.
(4) The decision of the Court
any such application shall be final.
(5) The company shall, within
thirty days after the service on the company of any order made on any such
application, forward a copy of the order to the Registrar; and if default is
made in complying with this provision, the company, and every officer of the
company who is in default, shall be punishable with fine which may extend to
five hundred rupees.
Person eligible to make a petition to court to cancel the variation
§
S.107 provides a safety valve against the
oppression the minority by the majority by the use of the power to vary the
rights of any class of shareholders in terms of section 106.
§
The holding of 10 percent of the shares of the
class affected who have not consented to the scheme, either by the petitioner
or a by a group of shareholders, is a necessary prerequisite to the
commencement of proceedings under section 107. If more shareholders than one
make up the necessary 10 per cent they can either all join I the presentation
of a petition or appoint one or more of their number in writing to make the
application on their behalf.
§
Under the statute, the title to sue is derived
from two alternative states of affairs. If he himself the holder of derived 10
per cent of the shares affected, he has a title to sue, but if he is not, the
only way in which he can obtain a title to sue is by having the authority in
the statutory for-namely, an appointment in writing-from the number of
shareholders necessary to make up 10 per cent of the shareholding affected.
§
The court has got the option to confirm or
disallow the variation of class rights. But it cannot amend or make it
conditional.[7]
Section 78 - Application of premiums received
on issue of shares
(1) Where a company issues
shares at a premium, whether for cash or otherwise, a sum equal to the
aggregate amount or value of the premiums on those shares shall be transferred
to an account, to be called "the securities premium account"; and the
provisions of this Act relating to the reduction of the securities capital of a
company shall, except as provided in this section apply as if the securities
premium account were paid-up securities capital of the company.
(2) The securities premium
account may, notwithstanding anything in sub-section (1), be applied by the
company -
(a) in paying up unissued
shares of the company to be issued to members of the company as fully paid
bonus shares;
(b) in writing off the
preliminary expenses of the company;
(c) in writing off the expenses
of, or the commission paid or discount allowed on, any issue of shares or
debentures of the company; or
(d) in providing for the
premium payable on the redemption of any redeemable preference shares or of any
debentures of the company.
(3) Where a company has, before
the commencement of this Act, issued any shares at a premium, this section
shall apply as if the shares had been issued after the commencement of this Act:
Provided that any part of the
premiums which has been so applied that it does not at the commencement of this
Act form an identifiable part of the company's reserves within the meaning of
Schedule VI shall be disregarded in determining the sum to be included in the
securities premium account.
Issue of shares at premium
§
This section lays down the treatment to be
accorded in the books of account of the company after the shares have been
issued at a premium.
§
Though this section does not deal with premium received
on issue of debentures, it permits the application of securities premium for
paying off the amount of the premium on redemption of debentures.
Share premium account
§
Any amount of securities premium collected by a
company on issue of securities is required to be transferred to the `securities
premium Account' and to be utilised for the purposes mentioned in sub-section
(2). If `securities premium account' is utilised for any other purpose it would
amount to reduction in share capital and the provisions in sections 100 to 104
relating to reduction of share capital shall come into force.
§
If the share premium account is to be applied to
any of the purposes mentioned in sub section (2), the company need not seek
approval / confirmation of the company court, however if the company desires to
apply share premium account for any other purpose, it has to approach Company
court for confirmation : Sub-section (1) of section 78 is in two parts. First
part imposed a legal obligation for transferring the share premium to the
account called share premium account. The second part says that except as
provided in section 78, the provisions relating to reduction of share capital
would apply. Sub-section (2) of section 78 contains a non-obstante clause. It
lays down that notwithstanding sub- section (1), share premium account may be
utilized for any of the purposes mentioned under sub-section (2).
§
Where a company proposes to utilise the share
premium account for the purposes of writing of losses, provisions of section
100(1) is to be complied with : In view of legal fiction introduced by section
78(1) of the Act, share premium account is deemed to be paid-up share capital
for the purposes of section 100 to 105. The provisions as to reduction of share
capital would apply when the share premium account is to be utilized. Thus,
reading section 78(1) &(2) together with sections 100, 101 and 102, it
becomes clear that even when the share premium account is to be applied either
for the purpose of writing off the loss (in case such course is permissible) or
otherwise, the procedure under section 100(2) to 105 has to be followed.[8]
Some pertinent observations of Courts
§
Court will confirm reduction in face value of
shares if such reduction is approved by special resolution: In the case of India
Infoline Ltd , In re., petitioner company wanted to adjust its accumulated
losses against share premium account and reduce the face value of its shares
from Rs 10 to Rs 5 per share. So it convened an extraordinary general meeting
where shareholders unanimously passed a special resolution approving the
proposal. The company filed petition under section 78, 100 and 104 for the said
purpose. The Bombay High Court held that as there was nothing illegal or
against public policy pointed out or found on record, court allowed the
petition.[9]
§
The annual balance sheet should disclose the
amount of securities premium as a separate item and indicate how it has been
utilised.
§
Premium received on the issue of shares has to
be included in the paid-up capital for computing the reduction in rebate on
tax, if the premium account is maintained as a separate account.[10]
§
Share (now securities) premium received by the
company cannot be treated as revenue receipt but is a capital receipt as the
money paid is on capital account.[11]
Monies in the share (now securities) premium account cannot be treated as free
reserves, as they are in the nature of capital reserve.[12]
Section 100. Special resolution for reduction
of share capital
(1) Subject to confirmation by
the Tribunal, a company limited by shares or a company limited by guarantee and
having a share capital, may, if so authorised by its articles, by special
resolution, reduce its share capital in any way; and in particular and without
prejudice to the generality of the foregoing power, may -
(a) extinguish or reduce the
liability on any of its shares in respect of share capital not paid up;
(b) either with or without
extinguishing or reducing liability on any of its shares cancel any paid-up
share capital which is lost, or unrepresented by available assets; or
(c) either with or without
extinguishing or reducing liability on any of its shares, pay off any paid-up
share capital which is in excess of the wants of the company; and may, if and
so far as is necessary, alter its memorandum by reducing the amount of its
share capital and of its shares accordingly.
(2) A special resolution under
this section is in this Act referred to as "a resolution for reducing
share capital".
Overview
Since the Companies (Second
Amendment) Act, 2002 has not yet been notified, the overview given below, is as
per the existing law.
Applicability of the Section
This section applies to a
company limited by shares or a company limited by guarantee having a share
capital.
Parameter
This section is to be read
along with the provisions of sections 101 to 105. A company may reduce its
share capital in any of the manners provided in clauses (a), (b), (c) of
sub-section (1) of this section, subject to authorisation by its articles,
confirmation by the Court, and passing of a special resolution to that effect.
Reduction of share capital under different provisions of the
Companies Act
§
Under section 100, reduction of share capital is
by way of cancellation of shares. Such cancellation relate to that part of share
capital which has already been subscribed, whether fully paid or not.
§
Under provisions of section 94, alteration of
share capital involves reduction in authorised share capital by cancellation of
shares which have not yet been taken or agreed to be taken by any person.
§
Reduction of capital is also dealt in section
394 where the Court passes an order under a scheme of compromise or
arrangement, and also under section 402(c) where the Company Law Board orders
purchase of its own shares by the company, resulting in reduction of share
capital, on an application under section 397 or section 398.
§
It may be noted that while making an application
for confirmation on reduction of share capital under sections 100 to 101, the
company may make an application for grant of exemption from the provisions of
section 101(2) either independently or along with amalgamation petition under
section 391 to 394 of the Act. The company must specify in the petition whether
the reduction in the share capital proposed is likely to affect in any manner,
the interest of the creditors or not. This would enable the court to ascertain
whether the power under sub-section (2) for giving specific direction should be
exercised or not.
§
It is not necessary that extinguishment of
shares in all cases should necessarily result in reduction of share capital.
Section 101 and section 102 read with rule 85 of Companies Court Rules do not
stand attracted to a scheme of amalgamation where there is no release of assets
but which involves transfer of all the assets and liabilities. However the same
would stand attracted only to cases of compromise or arrangement involving
reduction of capital.[13]
What does not amount to reduction of capital?
§
Redemption of redeemable preference shares in
accordance with the provisions of sections 80 and 80A.
§
A surrender of shares by a member to the
company.
§
Forfeiture of shares for non-payment of calls.[14]
§
Where a company is dissolved, without winding up
and preference shares of amalgamating company are paid out under a scheme of
amalgamation, such a case is not a case of reduction of capital.[15]
§
Where a company in voluntary liquidation, repays
preference and ordinary share capital and thereafter introduces fresh share
capital which is less than earlier capital, it does not amount to reduction of
capital.[16]
§
Where a sum of money was received for allotment
of shares but allotment could not be made. Paying back that money to the
depositor did not require procedure for reduction of capital even though the
money was wrongly shown as a part of company's subscribed capital.[17]
External Reconstruction
Section 390(b) - Interpretation of ‘arrangement’
In sections 391 and 393, —
(b) the expression
"arrangement" includes a reorganization of the share capital of the
company by the consolidation of shares of different classes, or by the division
of shares into shares of different classes or, by both those methods.
Meaning of the word “Arrangement”
§
The word ‘arrangement’ in s.390(b) is an
inclusive definition and contemplates all arrangement and not only the
reorganization of share capital. A scheme of arrangement modifying the rights
of shareholders can be brought under this section.
§
The word ‘arrangement’ has a very wide meaning,
and is wider than the word ‘compromise’. There can be no compromise unless
there is first a dispute but a scheme, which is not a compromise may
nonetheless be an arrangement within s.391.
§
An arrangement may involve –
-
Debenture holders giving an extension of time for
payment, accepting a cash payment less than the face value of their debentures.[18]
-
Debenture holders giving up their security in whole or
in part, exchanging their debentures for shares in the company[19],
or in a new company.[20]
-
Debenture holders having the rights attached to their
debentures varied in some other respect.[21]
-
Preference shareholders giving up their rights to
arrears of dividends.[22]
-
Preference shareholders agreeing to accept a reduced
rate of dividend in the future or have their class rights otherwise varied.[23]
-
Members of a company in liquidation agreeing with the
company to seek or not to oppose a stay of the winding up, whereunder the
members will give up their existing right to have all the proceeds of the
company’s assets distributed among them and instead be remitted to their
contractual rights under the articles.[24]
-
Shareholders transferring their shares to another
company.[25]
-
Modifying the rights of shareholders.[26]
-
Buy-back of shares held in small lots in physical form.[27]
-
Severance of holding-subsidiary connection by
transferring by the holding company, its shareholding in the subsidiary to
another company and allotment of shares by it to the shareholders of the
holding company.[28]
§
Reduction of capital, reorganization of capital,
reverse merger, reorganization of quasi capital all forms part of scheme of compromise
or arrangement.
Amalgamation
Meaning
of ‘Amalgamation’
The terms ‘reconstruction’ and
‘amalgamation’ are referred in section 394, which indicates that reconstruction
or amalgamation is essentially a kind of a compromise or arrangement proposed
between a company and its members or creditors of any company or companies.
For the purposes of the Act,
the terms ‘merger’ and ‘amalgamation’ are synonymous. Merger means the fusion
or absorption of one company by another, latter retaining its own name and
identity and acquiring assets, liabilities, franchises and powers of former,
and absorbed company ceasing to exist as separate entity.
Amalgamation is used where two
or more companies are amalgamated or where one is merged with another. There
may be amalgamation either by transfer of two or more undertakings to a new
company formed for the purpose, or by the transfer of one or more undertakings
to an existing company or by the acquisition of controlling interest in the
share capital of one by the other.
Parameter of Section 394
§
This section when read with section 391,
construes that any recons-truction or amalgamation should involve compromise or
arrangement between the company and its creditors or members. For facilitating
reconstruction or amalgamation of companies, the court may either sanction the
compromise or arrangement, or by a subsequent order, make provision for all or
any of the following matters:
(i) for
transfer of property or liabilities of transferor-company to the
transferee-company.
(ii) for
allotment of shares, debentures, policies or other like interest, by the
transferee-company.
(iii) the
continuity of legal proceedings pending by or against any transferor-company.
(iv)
dissolution of any transferor-company without following the procedure of
winding up.
(v) to make
provision for persons who dissent from the compromise or arrangement.
(vi) general
directions for such incidental, consequential and supplemental matters as are
necessary to secure the effective implementation of reconstruction or
amalgamation.
§
It may be noted that the court shall not
sanction any scheme of compromise or arrangement proposed for the purposes of,
or in connection with, a scheme for the amalgamation unless it has received
report from the Registrar to the effect that the affairs of the company have
not been conducted in a manner prejudicial to the interest of its members or to
public interest.
Some prominent observations of courts on ‘Amalgamation’
§
Amalgamation is a right given by the
statute and its validity does not depend upon the constitution as contained in
the memorandum of association. Absence of power in the memorandum for making an
application for amalgamation does not invalidate the scheme of amalgamation.[29]
§
Thus absence of any such express provision in the
memorandum of association authorising amalgamation, cannot affect the power of
the court to permit amalgamation.[30]
§
Date of Amalgamation: Where the court
specifies a date, such date would be the date of amalgamation/date of transfer.
But where the court does not prescribe any specific date but merely sanctions
the scheme prescribed to it, the date of amalgamation/date of transfer is the
date specified in the scheme as `the transfer date'. It cannot be otherwise. It
must be remembered that before applying to the court under section 391(1), a
scheme has to be framed and such scheme has to contain a date of
amalgamation/transfer.[31]
§
There cannot be different dates of amalgamation
for different authorities. It cannot be said that for the purposes of the
Companies Act, a company looses its corporate personality from a particular
date and for the purposes of the Bombay Sales Tax Act, the company looses its
corporate personality from another date. Once the court declares that that a
company stands destroyed from a particular date, the corporate personality of
that company is destroyed from that date completely.[32]
§
Joint petition by transferor and
transferee-company seeking approval of a scheme of amalgamation is
maintainable: Neither the Companies Act nor the Company Court Rules prohibit
filing of a joint petition by the two companies where the subject-matter is the
same and common question of fact and law would arise for decision.[33]
§
There can be no legal bar for entering into a
scheme of arrangement for amalgamation between an Indian company and a foreign
company but such a scheme shall be subject to laws of both the countries:
Sub-section (4) of section 394 specifically says that the transferee-company
shall be a company as defined under the Act and the transferor-company can be a
body corporate, which includes a foreign company[34].
§
Merger of Holding and subsidiary: The
transferee company need not obtain approval under section 391, when the
transferor company is a wholly owned subsidiary.[35]
§
Role of Courts: Where members and creditors
have approved compromise and arrangement, court has to only consider whether
scheme is fair, just and reasonable: Apex court in Miheer H. Mafatlal v.
Mafatlal Industries Ltd.[36]
laid down that the court cannot act as an appellate authority and minutely
scrutinise the arrangement and arrive at an independent conclusion as to
whether the arrangement should be permitted to go through or not when the
majority of creditors or members have approved the scheme as required by
section 391(2). All that the court has to consider is whether the scheme is
fair, just and reasonable and ensure that it does not run contrary to any
provisions of law and it does not violate public policy.
De-merger
Meaning of De-merger
§
De-merger is an opposite of merger a statutory disintegration
or separation of two or more companies by the transfer of the properties to one
surviving company. Demerger can be defined as ‘the separation of a large
company into two or more smaller organizations. However, this term is used also
to describe the act or process of ‘spin-off’ or ‘hiving off’ of a unit or
division or a business out of two or more of them by sale without any change in
the shareholding of the selling company or issue by it of new shares to the
buyer company or its shareholders.
§
This is described in s.293 (1)(a) of the Act as
‘sell, lease or otherwise disposing of the whole, of substantially the whole,
of the undertaking of the company, or where the company owns more than one
undertaking, of the whole or substantially the whole, of any of such
undertaking.
§
Sometimes de-merger takes the shape of –
-
‘Spit-off, a process of reorganizing a corporate
structure whereby the capital stock of a division or subsidiary of a
corporation or of a newly affiliated company is transferred to the stockholders
of the parent corporation in exchange for part of the stock of the latter; or
-
‘Split-up’ a process of reorganising a corporate
structure whereby all the capital stock and assets are exchanged for those of
two or more newly established companies, resulting in the liquidation of the
parent corporation
§
The Companies Act does not contain the concept
of ‘de-merger’ as such, but it does indirectly recognize it in –
(a)
Section 391 / 394 (as a scheme of compromise,
arrangement or reconstruction) and
(b)
Section 293(1)(a) (sale, lease or otherwise dispose of
–
The whole of the undertaking of the company; or
Substantially the whole of the undertaking of the company; or
If the
company owns more than one undertaking, of the whole or substantially the
whole, of any of such undertaking.
[1] Dr. Chandratre, K.R.,
Corporate Restructuring, 1st Edn., Bharat Law House, New Delhi (2005)
[2] Ramaiah, A, Guide to
companies Act, Part 1, 16th Edn., Wadhwa Publications, Nagpur (2004).
[3] Old Silk Stone Collieries
Ltd., Re, (1954) 1 All ER 68
[4] In re, Hindustan General
Electric Corporation, (1959) 29 Com Cases 144: AIR 1959 cal 679; See also
Girish Kumar v. Industrial Forge & Engineering Co. Ltd. (2000) 38 CLA 126
[5] State of Karnataka
v. Mysore
Coffee Curing Works Ltd., (1984) 55 Com Cases 70 (Kar)
[6] Saltdean Fstate Ltd., In re
(1968) 3 All ER 829
[7] Wedgewood Coal & Iron
Company (1877) 6 Ch D 627
[8] Global Trust Bank Ltd., In
re. (2004) 63 CLA 323 (AP)
[9] (2004) 53 SCL 396 (Bom)
[10] CIT, West
Bengal v. Allahabad Bank Ltd. AIR 1969 SC 1058.
[11] Additional
Commissioner of Income-tax, Delhi
v. Om Oil Seeds Exchange Limited (1985) 51 Comp. Cas. (Del).
[12] Circular No. 3/77, dated 15th
April, 1976.
[13] Asian
Investment Ltd., In re. (1992) 73 Comp. Cas. 517 (Mad).
[14] Naresh
Chandra Sanyal v. Calcutta Stock Exchange Association Ltd. (1971) 41
Comp. Cas. 51 (SC).
[15] T
Durairajan v. Waterfall Estates Ltd. (1972) 42 Comp. Cas. 563 (Mad).
[16] Mcleod
& Co. v. S. K. Ganguly (1975) 45 Comp. Cas. 563 (Cal).
[17] Rupak Ltd. v. ROC (1984)
56 Comp. Cas. 206 (Pat).
[18] The Philadelphia Securities
Co v. The Realisation etc., Corp. of Scotland Ltd (1903) 11 SLT 217
[19] Gillies v. Dawson (1893) 20 R
1119
[20] Empire Mining Co In re
(1890) 44 Ch D 402
[21] Wright & Greig Ltd In
re (1911) 1 SLT 353
[22] Balmenach-Glenliver
Distillery Ltd 1916 SC 639
[23] City,etc., Trust Corpn. Ltd.
1951 SC 570
[24] Calgary
& Edmonton
Land Co Ltd (1975) WLR 355
[25] NFU Development Trust (1972) WLR
1548
[26] Investment Corporation of
India Ltd. (1987) 61 Comp Cas 92 (Bom)
[27] Gujarat Ambuja Exports Ltd.,
In re (2004) 118 Comp Cas 265 (Guj)
[28] Nicholas piramal (India) Ltd.,
In re (2004) 58 CLA 165
[29] Associated Hotel of India
Ltd., In re. (1968) 2 Comp. LJ 292 (Cal).
[30] Willcox
Buckwell India Ltd., In re. (1972) 2 ILR 598 (Delhi).
[31] Marshall
Sons & Co. v. Income Tax Officer (1997) 24 CLA 1 (SC).
[32] National
Organic Chemical Industries Ltd v. State of Maharashtra (2004) 59 CLA 136 (Bom)
[33] Mohan Exports India Limited
v. Tarun Overseas (P) Ltd. (1999) 95 Comp. Cas. 53 (Del).
[34]
Moschip Semiconductor Technology, In re., (2004) 50 SCL 405 (AP).
[35] Sharat Hardware Industries
Pvt. Ltd. (1978) 48 Com Cases 23 (Del)
[36] AIR 1997 SC 506
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