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Showing contexts for: Motion Re in S. P. Gupta vs M/S. Packwell Manufacturers (Delhi) ... on 26 August, 2013Matching Fragments
22. The power of the Court under Section 402 can even extend to directing something which is not provided in the Act. For instance it has been held that the Court can direct the introduction of a clause in the articles of association which runs contrary to Section 255 of the Act (Shanti Prasad Jain vs. Union of India) (supra). In Motion Pictures Association in re, 1984 (55) COMPANY CASES 375, a Division Bench of this Court directed the alteration of the articles of association of the company and modified an article capable of preventing a duly elected representative body from functioning as such. In Pearson Education INC vs. Prentice Hall India (P) Ltd. and Ors, 134 (2006) DLT 450, a learned Single Judge of this Court (A.K. Sikri, J., as he then was) held that the jurisdiction of the CLB under Sections 397/398 and 402 is much wider and a direction can be given even contrary to the provisions of the articles of association; it even has the right to terminate, set-aside or modify any contractual arrangement between the company and any person. It was further observed that the just and equitable principle embodied in clause (g) of Section 402 is an equitable supplement to the common law of the company which is to be found in its memorandum and articles of association. This judgment has been approvingly cited by the Supreme Court in M.S.D.C. Radha Ramanan vs. M.S.D. Chandrasekara and Anr., (2008) 6 SCC 750.