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25. The plaintiff states that the agreement or the transactions are not valid that the defendant was never authorized to do the derivative transactions on behalf of the plaintiff. It is submitted on behalf of the plaintiff that the defendant has got some template contracts signed from the plaintiff whereof entered into the transactions on its behalf without proper information and guidance. It is argued that there was no consensus ad idem to enter into any such contract of authorizing the defendant to enter into derivative transaction and the same is vitiated by the consensus ad idem and consent of the plaintiff. The said consent must be taken from the plaintiff by way of informed consent and not by just getting the documents signed without informing the purpose for which they are taken from the plaintiff.

e) It is also the case of the defendant that the plaintiff's stand qua the informed consent is bad as the plaintiff was all the time aware of the nature of transactions entered by it. It is stated that for the purposes of entering into such derivative transactions, the plaintiff company has passed the resolution to the same effect, furthermore the plaintiff has made several declarations before entering into such transaction which have been relied upon by the defendant to urge that the same shows the complete understanding of the plaintiff about the transaction and the ground taken about lack of consensus ad idem is baseless.

36. Thus, as per Mr. Sethi, the plaintiff cannot be estopped from challenging the transactions if they are otherwise illegal solely on the ground that the plaintiff has participated in the transaction in any manner. Mr. Sethi has also argued that there is no informed consent at the time of entering into the contracts with the plaintiff by the defendant. The defendant has just got some blank contract signed from the plaintiff without explaining the meaning and risk element involved in it. Thus, there is no consensus ad idem and the contract with the defendant to enable him to enter into the derivative transaction is also vitiated by the lack of consent.

45. Therefore, as per Mr. Ganesh, there is no force in the contention of the plaintiff that the derivative transactions entered into by the defendant are illegal or beyond the prescribed purpose.

46. Mr. Ganesh also submitted that so far the consensus ad idem is concerned, it is argued that the plaintiff was all the time aware of the transactions. This can be seen by closely having look at the events including the resolution passed by the plaintiff company specifically authorizing the personnel to enter into such derivative transactions.