Sanchit Srivastava, Dr. Ram Manohar Lohiya National Law University
Indian corporate sector faces a massive problem of protecting minority shareholders from the dominant ones. Drawing upon lessons from the USA, UK and Canada, this paper focuses on building a bridge between the owners and the management, the lack of which renders the management self-perpetuating and heavily influenced by the CEO. In India, however, the problem lies with controlling the majority shareholders, and preventing oppression and mismanagement. The rule in Foss v. Harbottle made it amply clear that interference of courts in the matters of a company was unjustified, or to put it simply, majority rules. Only the company was deemed to be a proper plaintiff in such actions, not minority shareholders themselves. This rule, however, saw itself subject to several exceptions, the pertinent one being oppression by the majority, where courts began to step in. This attained codification in 1948, in English laws, and gained recognition in Canada and eventually India. Indian laws now provide for the empowerment of every shareholder of the company, and specifically grants powers to minority shareholders.
The nascent debate on corporate governance in India has tended to draw heavily on the large Anglo-American literature on the subject. However, the governance issue in the US or the UK is essentially that of disciplining the management who have ceased to be effectively accountable to the owners. The primary problem in the Indian corporate sector is that of disciplining the dominant shareholder and protecting the minority shareholders.
The corporate governance literature in the US/Canada and the UK focuses on the role of the Board as a bridge between the owners and the management. In an environment in which ownership and management have become widely separated, the owners are unable to exercise effective control over the management or the Board. The management becomes self perpetuating and the composition of the Board itself is largely influenced by the likes and dislikes of the Chief Executive Officer (CEO). Corporate governance reforms in these countries have focused on making the Board independent of the CEO. Many companies have set up a Nominations Committee of the Board to enable the Board to recruit independent and talented members.
Turning to the Indian scene, a bird’s eye view reveals increasing concern about improving the performance of the Board. This is without a doubt a very imperative issue, but a close analysis of the ground reality would force one to conclude that the Board is not really central to the corporate governance malaise in India. As aforesaid, the central problem in Indian corporate governance is not a conflict between management and owners as described in the foregoing paragraph, but a conflict between the dominant shareholders and the minority shareholders. The Board cannot even in theory resolve this conflict, as it is composed of those very dominant shareholders upon whom this control needs to be exercised.
This paper will highlight the legal framework on the subject of oppression of minority shareholders in India, by drawing a contrast with its compatriots in the UK and USA. Case laws on the subject shall be delved into in order to achieve a prognostic idea about the problem(s) that afflict the laws as they exist. In the end, the author will attempt to suggest solutions to these problems.
“Minority”: In case of a company having share capital, not less than 100 members or not less than 1/10th of the total members, whichever is less or any member(s) holding not less than 1/10th of the issued share capital constitute “minority” for the purpose of consideration in this paper. In case of companies not having share capital, not less than 1/5th of the total members would have the right to apply.
Laws in the United Kingdom
Rule in Foss v. Harbottle[i]
For over a century, the rule that was followed in England was that the courts were not justified in interfering with the matters of a company. This was first expounded by the court in Foss v Harbottle, in which the cardinal rule which was laid down is reproduced as below:
“On the first point it is only necessary to refer to the clauses of the Act to shew that, whilst the supreme governing body, the proprietors at a special general meeting assembled, retain the power of exercising the functions conferred upon them by the Act of Incorporation, it cannot be competent to individual corporators to sue in the manner proposed by the Plaintiffs on the present record. This in effect purports to be a suit by cestui que trusts complaining of a fraud committed or alleged to have been committed by persons in a fiduciary character. The complaint is that those trustees have sold lands to themselves, ostensibly for the benefit of the cestui que trusts. The proposition I have advanced is that, although the Act should prove to be voidable, the cestui que trusts may elect to confirm it. Now, who are the cestui que trusts in this case? The corporation, in a sense, is undoubtedly the cestui que trust; but the majority of the proprietors at a special general meeting assembled, independently of any general rules of law upon the subject, by the very terms of the incorporation in the present case, has power to bind the whole body, and every individual corporator must be taken to have come into the corporation upon the terms of being liable to be so bound. How then can this Court act in a suit constituted as this is, if it is to be assumed, for the purposes of the argument, that the powers of the body of the proprietors are still in existence, and may lawfully be exercised for a purpose like that I have suggested? Whilst the Court may be declaring the acts complained of to be void at the suit of the present Plaintiffs, who in fact may be the only proprietors who disapprove of them, the governing body of proprietors may defeat the decree by lawfully resolving upon the confirmation of the very acts which are the subject of the suit. The very fact that the governing body of proprietors assembled at the special general meeting may so bind even a reluctant minority is decisive to shew that the frame of this suit cannot be sustained whilst that body retains its functions…”[ii]
In substance, the “majority rule principle” states that if the alleged wrong can be confirmed or ratified by a simple majority of members in a general meeting then the court will not interfere, cadit quaestio.
This rule could be justified on two grounds – firstly that the corporation in itself constitutes a legal personality and therefore any injuries caused to the corporation by the majority shareholders should be remedied by the corporation itself and not any individual member.[iii] This is known as the ‘corporation principle’ – “the proper plaintiff in an action in respect of a wrong alleged to have done to a company or association of persons is prima facie the company or association itself.”[iv] Secondly there is a “partnership doctrine” which was held by the equity courts in the early 19th century that the affairs between one partner and another were out of bounds for the courts except in cases of dissolving the partnership.[v]
The majority rule had certain exceptions to it, thus affording remedy to individual members in common law:
- Where the act complained is illegal or ultra vires the company;
- Where the act done by the majority inflicts fraud on the minority;[vi]
- Where a resolution is passed by a simple majority for any act which specifically requires a resolution by special majority;[vii]
- Infringement of individual rights of a member;[viii]
The rule in Foss is very notorious when it comes to the administration of justice and fairness. It allows the majority to perpetuate anything and everything on the minority shareholders in a company by virtue of its deceptive simplicity. The majority cannot complain about any wrong on the corporation itself or internal improprieties. Such a bottleneck approach is in absolute dissonance with the basic notion of shareholding i.e. every shareholder has an interest in the company by virtue of his share in the capital and it is the duty of the management to protect this interest.
Shift from The Rule
Since Indian company law (S. 397) has been borrowed essentialiter from English law (S. 210 English CA 1948), it is imperative that we look at some of the landmark decisions in England.
“210. (1) Any member of a company who complains that the affairs of the company are being conducted in a manner oppressive to some part of the members (including himself) or, in a case falling within [s. 169(3)], the Board of Trade, may make an application to the court by petition for an order under this section.
(2) If on any such petition the court is of opinion—
(a) that the company’s affairs are being conducted as aforesaid; and
(b) that to wind up the company would unfairly prejudice that part of the members, but otherwise the facts would justify the making of a winding-up order on the ground that it was just and equitable that the company should be wound up;
the court may, with a view to bringing to an end the matters complained of, make such order as it thinks fit, whether for regulating the conduct of the company’s affairs in future, or for the purchase of the shares of any members of the company by other members of the company or by the company and, in the case of a purchase by the company, for the reduction accordingly of the company’s capital, or otherwise.”
While there is no consistent link in the various judgements it can be safely said that the English Courts have abandoned their traditionally conservative approach towards allowing such petitions by giving the provisions a wider interpretation, thereby increasing the access to justice. The first case is the landmark judgement of Scottish Co-operative Wholesale Society Ltd. v. Meyer[ix] where it was held that recourse to Section 210, was possible when it was shown that the company was suffering damage and that remedy under the section was not barred in case of minor oppression. This judgment significantly increased the scope of the recourse available by watering down the requirement of proving that the company must be wound up. As per Lord Denning:
“The object of the remedy is to bring ‘to an end the matters complained of’ that is, the oppression, and this can be done even though the business of the company has been brought to a standstill. If a remedy is available when the oppression is so moderate that it only inflicts wounds on the company, whilst leaving it active, so, also, it should be available when the oppression is so great as to put the company out of action altogether. Even though the oppressor by his oppression brings down the whole edifice – destroying the value of his own shares with those of everyone else – the injured shareholders have, I think, a remedy under Section 210.”
However the decision of the Court has to be balanced against the decision subsequently in In Re H. R. Harmer Ltd.[x], where the Court increased the standard of oppression, thereby limiting the availability of the recourse to members:
“This indicates that the oppression complained of must be complained of by a member of the company and must be oppression of some part of the members (including himself) in their or his capacity as members or a member of the company as such. Secondly, it is to be noted that the section does not purport to apply to every case in which the facts would justify the making of a winding up order under the ‘just and equitable’ rule, but only to those cases of that character which have in them the requisite element of oppression. Thirdly, the phrase ‘the affairs of the company are being conducted’ suggests, prima facie, a continuing process and is wide enough to cover oppression by anyone who is taking part in the conduct of the affairs of the company, whether de facto or de jure. Fourthly, the section gives no guidance as to the meaning of the word ‘oppressive’, although it does, as already mentioned, indicate that the victim or victims of the oppressive conduct must be a member or members of the company as such. Prima facie, therefore, the word ‘oppressive’ must be given its ordinary sense and the question must be whether in that sense the conduct complained of is oppressive to a member or members as such. Inasmuch as in the present case it is not in dispute that the facts would justify a winding up order under the ‘just and equitable’ rule and it is recognised that such an order would unfairly prejudice the complaining members, this would appear to be, in effect, the only question in issue.”[xi]
Section 994 CA 2006 provides that:
A member of a company may apply to the court by petition for an order…on the ground
(a) that the company’s affairs are being or have been conducted in a manner which is unfairly prejudicial to the interests of its members generally or of some part of its members (including at least himself), or
(b) that any actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial.
Section 996 confers on the court a broad discretion in terms of the remedies available. The petitioners generally seek an order requiring the respondents, commonly the majority shareholders, to purchase their shares (s 996(2)(e) CA 2006).
The petitioner must establish that the company’s affairs are being or have been conducted in a manner that is unfairly prejudicial to his interests as a member. Simply remaining as a shareholder even after prejudice to his interests is not conduct relating to company’s affairs.[xii] Although the petitioner must be a shareholder in order to bring the action, the requirement that his interests in the capacity of a “member” must have been unfairly prejudiced has not been restrictively construed in the interest of justice; which is in juxtaposition with S. 210 of the 1948 Act wherein this restrictive approach was adopted by the courts. However, S. 994 does not confer arbitrary power upon the judges to administer justice. Indeed, Lord Wilberforce had recognised in Ebrahimi[xiii] that the starting point for the court was always to look to the agreement between the parties, for example as contained in the articles. It is upon the petitioner to establish in each case that the conduct in question is both prejudicial (in the sense of causing prejudice or harm) to the relevant interests and also unfair.[xiv] Such conduct is not confined to any particular class of persons. The conduct is not confined to a specific group. In Re HR Harmer Ltd, Jenkins LJ noted that the definition is “wide enough to cover oppression by anyone who is taking part in the conduct of the affairs of the company whether de facto or de jure.”[xv] Therefore, it can cover the actions of directors, a controlling shareholder, and persons with de facto control of the company, a class of shareholders, or conduct of a related company.
Laws in Canada
Section 241(2) of the Canada Business Corporations Act sets out the following test for liability under the oppression remedy:
241(2) Grounds. – If, on an application under subsection (1), the court is satisfied that in respect of a corporation or any of its affiliate.
241(2) Grounds. – If, on an application under subsection (1), the court is satisfied that in respect of a corporation or any of its affiliates
any act or omission of the corporation or any of its affiliates effects a result,
the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted in a manner, or
the powers of the directors of the corporation or any of its affiliates are or have been exercised in a manner,
that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of any security holder, creditor, director or officer, the court may make an order to rectify the matters complained of.
There are, therefore, three separate kinds of conduct that will give rise to liability: “oppressive” conduct, conduct that is “unfairly prejudicial” to the complainant, and conduct that “unfairly disregards” the interests of the complainant. However, the statute does not provide any meaning to the aforementioned terms/phrases.
Therefore perhaps the most apt description of a circumstance warranting judicial intervention could be garnered from the words of Lord Cooper in Elder v Elder & Watson Ltd.[xvi]
“…the essence of the matter seems to be that the conduct complained of should at the lowest involve a visible departure from the standards of fair dealing, and a violation of the conditions of fair play on which every shareholder who entrusts his money to a company is entitled to rely.”[xvii]
241 (3) then provides as follows:
(3) Powers of the court. – In connection with an application under this section, the court may make any interim or final order it thinks fit including, without limiting the generality of foregoing,
an order restraining the conduct complained of;
an order appointing a receiver or receiver-manager;
an order to regulate a corporation’s affairs
by amending the articles or by-laws or creating or amending a unanimous shareholder agreement;
an order directing an issue or exchange of securities;
an order appointing directors in place of or in addition to all or any of the directors then in office;
an order directing a corporation, subject to subsection (5), or any other person, to purchase securities of a security holder;
an order directing a corporation, subject to subsection (6), or any other person, to pay a security holder any part of the monies paid by him for securities;
an order varying or setting aside a transaction or contract to which a corporation is a party and compensating the corporation or any other party to the transaction or contract;
an order requiring a corporation, within a time specified by the court, to produce to the court or an interested person financial statements in the form required by section 155 or an accounting in such other form as the court may determine;
an order compensating an aggrieved person;
an order directing rectification of the registers or other records of a corporation under section 243;
an order liquidating and dissolving the corporation;
an order directing an investigation under Part XIX to be made;
an order requiring the trial of any issue.
Again, there are no guidelines on how the court is supposed to choose from the perceivably unlimited range of remedial options that section 242 (3) places at their disposal.
Thus the one thing that is clear from parsing statutory language, both with respect to liability and choice of remedy, is that judges are being encouraged by the legislature – indeed, directed – to take an active role in corporate governance, a role that judges have traditionally avoided.
The object of the oppression remedy as held by the Courts of Appeal in Canada is that the real test for liability is the concept of upholding reasonable expectation. In commenting on Ebrahimi, the Ontario Court of Appeal, in its recent decision in Naneff v. Con-Crete Holdings Ltd.[xviii], put the same point as follows:
“…when this jurisdiction [the oppression remedy] is being exercised, the relationship between the principals should not be looked at from a technical point of view; rather the court should examine and act upon the real rights, expectations and obligations which actually exist between the principals.”
This recognition of the fact that the express terms of the corporate constitution[xix] may not fully or accurately reflect the basis on which the participants in a corporate enterprise entered into a relationship with each other, and the “equitable rights” that arise from that fact, have been distilled by the courts into the principle that the courts will protect the “reasonable expectations” of complainants. The concept of reasonable expectations has been described as the “guiding light” or “guiding principle”[xx] for statute-based judicial intervention. As the Ontario Court of Appeal put it in Naneff:
“The law is clear that when determining whether there has been oppression of a minority shareholder, the court must determine what the reasonable expectations of that person were according to the arrangements which existed between the principals.”[xxi]
The role of the concept of reasonable expectations is to distinguish expectations, not reflected in the corporate constitution, that are deserving of protection from those that are not. Farley J., in a comment in Naneff, put it as follows:
“It does not appear to me that the shareholder expectations which are to be considered are those that a shareholder has as his own individual “wish list.” They must be expectations which could be said to have been (or ought to have been considered as) part of the compact of shareholders.”[xxii]
Where a complainant claims rights or asks for interests to be protected that are not provided for in the corporate constitution, the onus is on him to establish that they are worthy of protection based on his reasonable expectations.[xxiii]
Nonetheless, the Canadian law on this subject is very liberal with regards to the extent of judicial leeway into the matrix of the language. The law and remedy on oppression follows the anti-Foss v Harbottle approach inasmuch that the oppressed or minority shareholders have a lot of options to fall upon with a judiciary amicable to their cause.
Indian Corporate Legal Scenario
Old Companies Act
The primary provision in the Companies Act 1956 was S. 397, which was as mentioned earlier, modelled in the likeliness of S. 210 of the English Companies Act 1948. The section is as produced below:
“397. Application to Company Law Board for relief in cases of oppression.
(1) Any members of a company who complain that the affairs of the company are being conducted in a manner prejudicial to public interest or in a manner oppressive to any member or members (including any one or more of themselves) may apply to the Company Law Board for an order under this section, provided such members have a right so to apply in virtue of section 399.
(2) If, on any application under sub- section (1), the Company Law Board is of opinion-
(a) that the company’ s affairs are being conducted in a manner prejudicial to public interest or in a manner oppressive to any member or members; and
(b) that to wind up the company would unfairly prejudice such member or members, but that otherwise the facts would justify the making of a winding- up order on the ground that it was just and equitable that the company should be wound up; the Company Law Board may with a view to bringing to an end the matters complained of, make such order as it thinks fit.”
The section prescribes criteria for maintainability of application for relief in cases of oppression. The impugned act should be prejudicial to the interest of the company or oppressive upon a member or group of members; or the act may be prejudicial to general “public interest”. It is also the burden of the applicant to satisfy before the Board that winding up the company would “unfairly prejudice” him or the class he is representing; but otherwise the facts prima facie would justify that the company be wound up on just and equitable grounds. The right to apply is given to members as specified in the definition of “minority”.[xxiv] Both conditions under this section should subsist in order to entail relief from the Board. Where there are no allegations to support a winding up, a petition u/s 397 cannot be entertained.[xxv]
In Killick Nixon Ltd v Bank of India[xxvi], it was held that no personal prejudice need be caused to the applicant. The cause of action is that the affairs of the company were conducted in a manner which was prejudicial and oppressive to the interests of the members or the public interest. Thus, oppression of other members can also be a locus standi for filing a petition under this section.
The expression “public interest” renders a wide ambit to this section. An action for oppression, thus, could be justified even when a member or group of members is not affected at all by the impugned acts of the majority but the brunt thereof is suffered by some third party. In cases of companies the concept of public interest takes it out of the conventional sphere of merely being a going concern in which only shareholders are interested. The stakeholder theory is endorsed by emphasising upon the idea that a company works for the public good and welfare of the society at large, and anyone who is reasonably connected to the company and impacted by its actions can be said to have a “stake” in its actions.
Definition of “oppression”
The definition of oppression in India has been adopted from the words of Lord Keith in Scottish Co-operative Ltd v Meyer[xxvii], in Needle Industries (India) Ltd v Needle Industries Newey (India) Ltd[xxviii] and it runs as below:
“Oppression under s 210 may take various forms. It suggests to my mind…a lack of probity and fair dealing in the affairs of the company to the prejudice of some portion of its members. The section confers a wider power on the Court to deal with such a situation in an equitable manner…”
However, inefficient management would not fall into the category of oppression even if the impact thereof is oppressive upon some members.[xxix]
Scope of requirements of the law
In Shant Prasad Jain v Kalinga Tubes Ltd[xxx], the Supreme Court has thus expressed the position on the requirements demanded by s 397:
“It is not enough to show that there must be a just and equitable cause for winding up the company though that must be shown as a preliminary to the application of section 397. It must further be shown that the conduct of the majority shareholders was oppressive to the minority as members and this requires that events have to be considered not in isolation but as part of a consecutive story… There must be continuous acts on the part of the majority shareholders, continuing upto the date of petition, showing that the affairs of the company were being conducted in a manner oppressive to some part of the members. The conduct must be burdensome, harsh and wrongful and mere lack of confidence between the majority and minority shareholders would not be enough unless the lack of confidence springs from oppression of a minority by a majority in the management of the company’s affairs and such oppression must involve atleast an element of lack of probity and fair dealing to a member in the matter of his proprietary rights as a shareholder.”
Thus in substance, an application for oppression is not very easy to maintain for the applicant before a court in India. This ratio of the Supreme Court has enlarged the onus lying upon the applicant in such cases. The requirement of continuous acts is one which has been inserted into the gamut of s 397 by virtue of this case law. Thus an unwise, inefficient or careless conduct of a Director or the Board of Directors cannot give rise to a claim for relief u/s 397. However, if circumstances indicate that even though an oppressive act is not per se continuous its effect is, the courts can interfere.[xxxi] The requirement that the act must prejudice the member(s) in the capacity of members is also strictly enforced, unlike the English counterpart in s 994 CA 2006.
New Companies Act
Ss. 241 and 242 are the relevant provisions that give the power to an individual member or a group of members to apply for relief in case of oppressive practices. The major portion of these sections is similar to that of S. 397 and 402 of the Companies Act 1956.
The only difference is that of S. 241 (1) (b), which provides an additional ground for filing application for oppression:
(b) the material change, not being a change brought about by, or in the interests of, any creditors, including debenture holders or any class of shareholders of the company, has taken place in the management or control of the company, whether by an alteration in the Board of Directors, or manager, or in the ownership of the company’s shares, or if it has no share capital, in its membership, or in any other manner whatsoever, and that by reason of such change, it is likely that the affairs of the company will be conducted in a manner prejudicial to its interests or its members or any class of members
Thus this clause allows the minority a pre-emptive remedy, i.e. they can prevent any change in the original composition and structure of the company if there is reason to believe that such change will lead to an injury to their interests. Also, the term “fraud” has been specifically defined to include any act, omission, concealment of any fact or abuse of position committed with intent to deceive, to gain undue advantage from, or to injure the interests of the company or its shareholders or its creditors or any other person.
Indian law provides for the empowerment of every shareholder of the company, including the minority shareholders. The minority shareholders were specifically granted powers under the Companies Act 1956 to challenge the decisions of majority shareholders and also to convey their opinion on the management and working of the company.
Apart from the deadlock or risks of litigation created by the minority block, there can be cases where the majority wants to do away with the minority shareholders in entirety in order to obtain an administrative stronghold. Thus the concept of minority “squeeze outs”, which are well recognized in the legal frameworks of many jurisdictions, becomes relevant.
A squeeze out refers to a device by which the controlling block effectively acquires the shares held by the minority shareholders in a company. S. 395 of the 1956 Act directly deals with this concept. It provides for compulsory acquisition of shares by the majority shareholders in certain circumstances. The shareholders who dissented from this acquisition had the right to file their objections before the Court. Unless the court orders otherwise, the acquirer will be entitled to acquire the shares of the transferor company (including the minority). However, no corresponding rules were framed and thus wide discretionary powers fell into the lap of the Courts. Further, the section did not contain any guidelines for valuation of shares for purposes of the acquisition offer.
236 of the Companies Act 2013 is the concurrent provision for purchase of minority shareholding. In the event of an acquirer, or a person acting in concert with such acquirer, becoming registered holder of 90% or more of the issued equity share capital of the company, or in the event of any person or group of persons becoming 90% majority or holding 90% of the issued equity share capital of a company, by virtue of an amalgamation, share exchange, conversion of securities or for any other reason, such entity shall notify the company of their intention to buy the remaining equity shares.
Sub-section (2) provides for the pricing mechanism of the shares so acquired, at a price determined by a registered valuer. The transferor-company shall act as a transfer agent for receiving and paying the price to the minority shareholders. It is also pertinent to note that in this case the wheels of transfer are set into motion only once the shares have been acquired, whereas in the old Act the mere approval of the scheme by 9/10th of the shareholders of the company allowed the transferee company could serve notice to the dissenting shareholders for compulsory acquisition of their shares.
In order to ensure fairness to the minority shareholders, the provision of a ‘registered valuer’ is given for valuation of the shares. This guarantees that the minority shareholders are not squeezed out of the company without being given fair value of their shares.
Thus the new Companies Act 2013 in many ways ensures that the rights of the minority shareholders are protected in every possible manner. The stake held by them in a company is not in any manner subservient to the majority and it is the duty of the law to protect their interests from any odious activity of the latter.
Edited by Neerja Gurnani
[i] (1843) 2 Ha. 461.
[ii] Ibid. at 494.
[iii] KW Wedderburn, ‘Shareholders’ rights and the Rule in Foss v Harbottle’, The Cambridge Law Journal, Vol. 15, No. 2 (Nov., 1957) 194, 196.
[iv] Edwards v Halliwell,  2 All ER 1064, 1066 (Jenkins LJ)
[v] Supra 3.
[vi] Atwool v Merryweather, (1867) LR 5 EQ 464n (Page Wood VC).
[vii] Supra 4.
[viii] Pender v Lushington, (1877) 6 Ch D 70 (Jessel MR).
[ix]  3 All ER 66.
[x] 3 All ER 689.
[xi] Ibid. 694.
[xii] Re Legal Costs Negotiators Ltd,  2 BCLC 171.
[xiii] Ebrahimi v Westbourne Galleries Ltd,  AC 360.
[xiv] Re a Company, ex p Schwarcz (No. 2),  BCLC 427 (Peter Gibson J).
[xv]  1 WLR 62, 75.
[xvi]  SC 49.
[xvii] Ibid., 55
[xviii] (1995), 23 OR (3d) 481 (CA), 487.
[xix] The Canadian equivalent of the memorandum of association for a company.
[xx] Deluce Holdings Inc. v. Air Canada et al., (1992), 12 OR (3d) 131 (Gen Div).
[xxi] Supra 18, at 490.
[xxiii] AMCU Credit Union Inc. v. Olympia & York Developments Ltd., (1993), 7 BLR (2d) 103 (Ont Gen Div) 106, 111.
[xxv] Rattan Singh v Moga Transport Company, AIR 1959 Punj 196.
[xxvi] 1982 Tax LR 2547 (Bom).
[xxvii]  3 All ER 66.
[xxviii] (1981) 51 Com Cas 743, 777.
[xxix] Kanika Mukherji v Rameshwar Dayal Dubey, (1966) 1 Com LJ 65 (DB) (Cal). Cf. Needle Industries, supra.
[xxx] (1965) 35 Com Cas 351.
[xxxi]Ramshankar Prosad v Sindri Iron Foundry (Pvt) Ltd, AIR 1966 Cal 512.