Franchise systems typically include clauses that limit or exclude liability as a means of managing risk between the franchisor and franchisee and between the franchise business and its customers. Clauses that exclude or limit liability are a regular ...

Dear Sir


i want to know about the various provisions applicable under various statutes when the running sole proprietorship business is taken over by a EXISTING PRIVATE COMPANY WHERE THE DIRECTOR OF THE COMPANY IS THE PROPRIETOR OF THE BUSINESS WHICH IS BEING TAKENOVER. I ALSO WANT TO KNOW ABOUT THE MANNER OF DISCHARGING THE PURCHASE CONSIDERATION WHETHER THROUGH SHARES OR THROUGH CASH. AND IS THERE ANY CONDITION OR LEGAL REQUIREMENT ON SHARES ISSUED BY THE COMPANY. AND WHAT KIND OF RESOLUTION REQUIRED FOR THIS PURPOSE AND WHETHER IT IS REQUIRED TO INTIMATE ROC? PLZ REPLY SOON ITS URGENT.THANKS IN ADVANCE.

Company: Infosys BPM Limited
Qualification: Bachelor of Arts (B.A), Bachelor Of Computer Application (B.C.A), Bachelor of Science (B.Sc), Masters in Arts (M.A), Master OF Business Administration (M.B.A)
Experience: 0 to 2
location: Jaipur
Ref: 24824731
Summary: INFOSYS BPM Ltd. is Hiring for Data....

The matter has been listed under the heading 'For Orders' under the orders of Hon'ble the Chief Justice at the instance of learned counsel for the petitioner.

Heard learned counsel for the petitioner, learned counsel for the State and learned counsel for the BIADA.

Learned counsel for the petitioner seeks permission for filing of Interlocutory Application to amend the relief/s as sought for in the writ application, whereby he wants to challenge the order dated 24.04.2020 issued vide Memo No. 1237/D by which the respondent nos. 5 to 7 have rejected the representation of the petitioner made vide Annexure-5 to the writ application.

Heard learned counsels for the petitioner, the State and the BIADA.

The present interlocutory application has been filed seeking amendment in the relief portion i.e. paragraph no. 1 of the writ petition and consequently in paragraph no. 2 and the prayer portion thereof. The amendment sought for in paragraph 2 of the I.A. is as follows:

"1(iii) To issue an appropriate writ/order/direction in the nature of Certiorari quashing the order dated 24.04.2020 as contained in memo no. 1237/D dated 24.04.2020 whereby and whereunder the Respondent BIADA has rejected the application dated 22.04.2020 (Anx.-5 )filed by the petitioner Company for issue of lockdown pass;

Learned counsels for the petitioner, the State and the BIADA are present.

Mr. Yashraj Bardhan, learned counsel for the BIADA submits that the arguing counsel Mr. Lalit Kishore is engaged before D.B.-II, hence the matter be taken up tomorrow at 10.30 A.M.

As prayed for, list this matter tomorrow i.e. on 06.05.2020 at 10.30 A.M. under the same heading.

(Sudhir Singh, J) Pankaj/Narendra U

Learned counsels for the petitioner, the State and the BIADA are present.

Mr. Yashraj Bardhan, learned counsel for the BIADA submits that there is a bereavement in the family of the arguing counsel Mr. Lalit Kishore, hence the matter may be passed over for the day.

As prayed for, list this matter tomorrow i.e. on 07.05.2020 at 2.15. P.M. under the same heading.

(Sudhir Singh, J) Pankaj/Narendra U

Heard Mr. Sanjay Singh and Mr. Nikhil Kumar Agrawal for the petitioner, Mr. Lalit Kishore, Senior Counsel and Mr. Yashraj Bardhan for the BIADA and Mr. Vikas Kumar, S.C.-11, for the State.

Order is reserved.

Learned counsels for the parties seek permission to file a written note of argument by tomorrow.

Permission is accorded.

Put up this matter on 12.05.2020 at 10.30. A.M. under the heading 'For Orders'.

(Sudhir Singh, J) Pankaj/Narendra U

HOM BLE MR. JUSTICE SHIVA KIRTIE SINGH, CHAIRPERSON For Petitioner : Ms. Bitwik Nanda, Advocate MrAbhishek Bose, Advocate Ms.ApoorvaVijh, Advocate For Respondent : None Judgement(Oral) This petition has been beard ex-parte against the respondent because even after service of notice through paper publication it chose not to appear and has not filed any reply to contest the claim of the petitioner, to The prayer of the petitioner is as follows: -

*(i} Pass a decree in favour of the Petitioner thereby directing the Respondent, pay a sum of Rs. 2,81,100/- (Rupees Two Lakhs Eighty One Thousand and One Hundred Only} to the Petitioner towards the outstanding dues as on date;

Gi) Pass a decree in favour of the Petitioner awarding interest @ 18% from 08,16.2015 dil realization of the outstanding amount:

2. The petition was filed on 16.08.2019 against an order dated 11.07.2019 (Annexure N) whereby the petitioner's application for migration of CMTS Licence effective from 31.12.1998 for Tamil Nadu Service Area to Unitied Licence (UL) was rejected for the second time by the respondent. Before adverting to the issues, it will be useful to take note of some significant and relevant facts.

3. The historical facts relating to the petitioner company; its wholly owned subsidiary, Aircel Cellular Ltd. (ACL); the details of its licences and also subsequent allocation of spectrum which came to be bundled with the said licence are not in dispute. The petitioner's CMTS Licence for Tamil Nadu Circle was for a period of 10 years and due to expire on 30.12.2008. In terms of National Telecom Policy of 1999, DoT offered a migration package. The migration package, inter alia, changed the "Fixed Fee" policy for Indian Telecom Licences to a "Revenue Share" regime. The period of licence got extended upto 20 years and as a result petitioner's licence was to be valid till 30.12.2018. In 2010, the petitioner acquired 5 + 5 MHz of 2100 MHz (3G) and 20 MHz of 2300 MHz spectrum (BWA) in the Tamil Nadu Telecom Circle through auction. These are fully paid for and the validity of allotment is of 20 years i.e. till 2030. In 2015, the petitioner further acquired 10 + 10 MHz of 1800 MHz spectrum in the Tamil Nadu Telecom Circle through auction. Petitioner has the right to use the said spectrum for a period of 20 years Le. till 26.05.2035 and under a deferred payment plan, it claims to have paid 33% of its price.

2. The petition was filed on 16.08.2019 against an order dated 11.07.2019 (Annexure N) whereby the petitioner's application for migration of CMTS Licence effective from 31.12.1998 for Tamil Nadu Service Area to Unitied Licence (UL) was rejected for the second time by the respondent. Before adverting to the issues, it will be useful to take note of some significant and relevant facts.

3. The historical facts relating to the petitioner company; its wholly owned subsidiary, Aircel Cellular Ltd. (ACL); the details of its licences and also subsequent allocation of spectrum which came to be bundled with the said licence are not in dispute. The petitioner's CMTS Licence for Tamil Nadu Circle was for a period of 10 years and due to expire on 30.12.2008. In terms of National Telecom Policy of 1999, DoT offered a migration package. The migration package, inter alia, changed the "Fixed Fee" policy for Indian Telecom Licences to a "Revenue Share" regime. The period of licence got extended upto 20 years and as a result petitioner's licence was to be valid till 30.12.2018. In 2010, the petitioner acquired 5 + 5 MHz of 2100 MHz (3G) and 20 MHz of 2300 MHz spectrum (BWA) in the Tamil Nadu Telecom Circle through auction. These are fully paid for and the validity of allotment is of 20 years i.e. till 2030. In 2015, the petitioner further acquired 10 + 10 MHz of 1800 MHz spectrum in the Tamil Nadu Telecom Circle through auction. Petitioner has the right to use the said spectrum for a period of 20 years Le. till 26.05.2035 and under a deferred payment plan, it claims to have paid 33% of its price.

2. The petition has been filed for a money decree for an amount of Rs. L81,81,517/- and also for pendente lite and future interest with effect from Financial Year 2014-15 along with certain further claims which require i i s been consideration of foreign exchange fluctuations. The said amount has b 2 claimed for recovery of dues/outstanding dues in relation to an agreement between the petitioner and the respondent dated 10.08.2011 whereunder respondent was provided 3 MHz of Ku-band Space Segrnent Capacity on INSAT --~ Asiasat 5 Satellite System.

3. The petitioner, Government of India, has preferred this petition as a service orovider and the respondent, a broadcast licencee, is also a service orovider. The respondent has been shawn to be a "licencee" within the meaning of the term under the TRA] Act, 1997 (the Act}. The petition is thus claimed to be covered within the ambit of Section 14 of the Act.

2. Only to avoid repetition of facts relating to the petitioner and because the nature of agreements with the respondent(s) in both the petitions are similar, both the petitions involving claim for a money decree have been heard together and shall be governed by this common judgement and order.

3. As noted earlier, the petitions have been filed for money decree. In BP No. 39 of 2018, the total claimed amount is for Rs.1,31,40,753.00 involving dues payable from October 2015 onwards, In B.P. No, 163 of 2018, the claim is for an amount of Rs.7,53,44,675.00 to cover dues from January 2011 | onwards. The prayer has been made for pendente lite and future interest also at the rate of 18% p.a. in both the petitions. In B.P. No.163 of 2018, there is an additional prayer for an amount of Rs. 63,843.00 said to have been deducted by the respondent{s) as TDS during the Financial Year 2011-12 but allegedly not deposited with the Income Tax Authorities,

2. The subscriber reports furnished by the petitioner since the introduction. of new regime from 01.02.2019 as per new Regulations and Tariff Order of 2017 were not in accordance with the legal requirement. In the notice, the respondent had alleged under-reporting of subscribers in respect of its channels and later also alleged that petitioner was redistributing Zee Bangla channel in unencrypted mode. As the earlier orders would disclose, technical audit held under the orders of this Tribunal was not a smooth affair. The audit report of KPMG is on record. The parties have filed their response to the audit report. Some of the initial difficulties in the audit and reasons for delay of several months will appear from orders passed on 23.07.2019 and also some of the subsequent orders. The initial shortcomings in the petitioner's system are clear not only from the facts available on record and in the order sheets but also from reports of technical audit of petitioner's system prepared 'at the instance of some other broadcasters. As an interim measure, provisional bills were directed to be raised by the respondent on the basis of subscriber reports of the petitioner but it has been made clear that this arrangement shall not prejudice the claim of the respondent for a higher amount, if justified.

2. At the outset, it is deemed useful to record that besides the two agreements both dated 1.4,2012 between the parties which are covered by present petition, the petitioner and a sister concern of the respondent namely, Mi Marathi Media Ltd. also had a similar agreement with the petitioner. Some of correspondences ayailable on record support the aforesaid fact and disclose common meetings on the issue of outstanding dues.

3. Against Mi Marathi Media Utd, alryost in similar factual situation, petitioner had preferred BP No. 39 of 2018 for claiming an amount of Rs. 1.31 crores approximately. After considering ali the relevant issues, that broadcasting petition alongwith BP No. 163 of 2018 was heard ex-parte and substantially allowed by a recent judgment and order of this Tribunal dated 14.2.2020. Learned counsel for the petitioner has placed strong reliance upon that judgment more so because this petition is also against the sister concern of Ml Marathi Media having aimest identical factual background and is also being heard ex-parte. This petition has been filed for a money decree for an arnount of Rs. 2,46,20,606/- and for pendente lite and future interest @ 18% ¢.a, 4, The petitioner is Union of india in the capacity of a service provider. The respondent, who is a broadcaster Heencee, is.alse a service previder. The respandent has been shawn ta be ef a "Hcencee" within the meaning of the term under the TRA! Act, 1997. The petition is, therefore, claimed ta be covered within the ambit of Section 14 of the TRAI Act.

os Nobody has appeared on behalf of the respondent even after service of notice and as a result the petition has been heard ex parte. The respondent has not appeared at any stage and has filed neither reply nor any affidavit of evidence

2. The petitioner company carries on the business of receiving signals from broadcasters of various television channels and of redistributing the same through franchisee cable network. The respondent company carries on business as a broadcaster/eontent provider. Both the parties are service providers and as such amenable to the jurisdiction of this Tribunal.

3. Through this petition, the petitioner is seeking recovery of Bs.13,41,756/- said to be the outstanding dues inclusive of interest as on 15.03.2016 along with interest @ 18% til the date of realization from the respondent. The dues are towards carriage fee for the services availed by the respondent from the petitioner for carriage of its television channels.

2. Yhe petitioner company carries on the business of receiving signals from Pt gh ei ae broadcasters of various television channels and of redistributing the same thr franchisee cable network. The respondent company carries on business as a broadeaster/content provider. Both the purlies are service providers and as such amenable to the jurisdiction of this Tebunal,

3. Through this petition, the petitioner is seek dng recovery of Re.4d0 98 000/.

aid to be the oufstand) me dues inelusive of interest as on 1s 03 2016 along with os interest @ 18% till the date of realization from the re Spondent. The dues are a towards carriage fee for the services availed by the respondent trom the petitioner for carnage of its television channels.

2. The other appeal (No.7of 2013) has been preferred by Federation of Indian Airlines (FIA) which has challenged the legality etc. of a subsequent Order No.30/2012-13 dated 28.12.2012 issued by AERA in exercise of powers under Section 13(1)(b) of the AERA Act read with Section 22A of the Airports Authority of India Act 1994(AAI Act) to re-determine the amount of DF at IGI Airport, New 4 Delhi. By this order AERA reviewed the earlier DF Order dated 14.11.2011 in a small measure, reduced the rate of DF w.e.f. 01.01.2013 and extended the levy period upto April, 2016 subject to further review. The FIA, it appears, had challenged the earlier DF order dated 14.11.2011 also. Its stand is that levy of DF to bridge the funding gap for IGI Airport is contrary to law and the relevant agreements which cast a duty upon DIAL to arrange for funds for development of the Airport. It is also pleaded that the project cost has been blown-up beyond realistic proportions and AERA has failed to exercise the required level of scrutiny which would have kept the final project cost at a reasonable and permissible level.

2. The petitioner company carries on the business of receiving signals from broadcasters of various television channels and of redistributing the same through franchisee cable network. The respondent company carries on business as a broadcaster/content provider. Both the parties are service providers and as such amenable to the jurisdiction of this Tribunal.

3. Through this petition, the petitioner is seeking recovery of Rs.1,44,84,050/- (Rupees One Crore Forty Four lakhs Eighty Four Thousand Fifty Only) said to be the outstanding dues inclusive of interest as on 09.02.2016 along with interest @ 18% till the date of realization from the respondent. The dues are towards carriage fee for the services availed by the respondent from the petitioner for carriage of its television channel "Mi Marathi".

2. The petitioner company carries on the business of receiving signals from broadcasters of various television channels and of redistributing the same through franchisee cable network. The respondent company carries on business as a broadcaster/content provider. Both the parties are service providers and as such amenable to the jurisdiction of this Tribunal.

3. Through this petition, the petitioner is seeking recovery of Rs.1,51,88,898.26p(Rupees One Crore Fifty One lakhs Eighty Eight Thousand Ninety Eight and Paise Twenty Six Only) said to be the outstanding dues inclusive of interest as on 09.02.2016 along with interest @ 18% till the date of realization from the respondent. The dues are towards carriage fee for the services availed by 3 the respondent from the petitioner for carriage of its television channel "Live India".

2. It may be useful to note that the facts relevant for the main issue of law indicated above are not in dispute and hence do not require detailed narration. For the sake of convenience, facts will be referred to from the records of T.P. No.77/2019 which has been heard as the lead matter, unless indicated otherwise.

3|Page

3. The two respondents, Tata Communications Ltd. and Bharti Airtel Ltd. are owners / operators of certain facilities which have been described as Cable Landing Operations. For these facilities they are entitled to levy three distinct charges i.e. (i) Access Facilitation Charges (AFC), (ii) Co-Location Charges(CLC) and (iii) Operation and Maintenance Charges (OMC). Prior to 07.06.2007, the charges were based purely on contract between the parties. In 2007, TRAI issued the "International Telecommunication Access to Essential Facilities at Cable Landing Stations Regulations 2007" (2007 Regulations). This introduced the requirement of framing of Cable Landing Stations - Reference Interconnect Offer (RIO) to be calculated on cost based method. Such RIOs for all the three charges were required to be submitted to TRAI, the Regulator for approval. This light- touch regulation was operational till the 2007 Regulations were amended by Amendment Regulation, 2012 dated 19.10.2012. This amendment enabled TRAI to fix and specify the highest charges which could be realizable as per agreement between the parties. On 21.12.2012, TRAI fixed all the three charges vide notification which brought into effect the "International Telecommunication Landing Station Access Facilities Charges and Co-Location Charges Regulations 2012. The said Regulations (No.27 of 2012) contained 3 schedules of charges made effective from 01.01.2013.

2. Heard learned Senior Counsel for the petitioner, Mr. K.Vishwanathan and learned Senior Counsel for the non-applicant, Bharti Airtel, Mr.Gopal Jain through video-conferencing.

3. The applicant seeks a direction upon Bharti Airtel not to encash the Bank Guarantee (BG) to which it has become entitled vide judgment of this Tribunal dated 16.04.2020 whereby applicant's petition bearing T.P. No.77/2019 has been dismissed on merits. In the last paragraph of that judgment notice has been taken of an order of the Hon'ble Madras High Court dated 14.11.2019 and in view of the said consent order this Tribunal has directed that the BG submitted to the Tribunal stands invoked for immediate payment to the non-applicant. The prayer in the MA is solely on the ground that moving the Hon'ble Supreme Court in appeal is likely to take some time because of the prevailing pandemic COVID-19.

2. The Informant is stated to be a company engaged in manufacture of high performance and highly sophisticated machines for track maintenance, track laying and track renewal. OP-1 is a private limited company incorporated in India and OP-2 is a partnership firm established in India. OP-3, OP-4 and OP- 6 are Chinese companies engaged in developing railway track maintenance machinery. OP-5 is the Indian Railways, a Department of the Government of India.

Case No. 45 of 2019 2

3. The Informant states that OP-5 periodically invites tenders for the supply of track maintenance machinery. In this connection, it is averred that OP-5 invited electronic bids for supply of Dynamic Track Stabilizing Machine vide Tender No. 'TM 1709' which inter alia required that 'Manufacturer or their agents may note that an agent can represent or quote on behalf of only one firm in a tender' [Clause 1.4.1 of 'Instructions to Tenderers]. Further, Check List-II of tender document also reiterates the same by stating that 'Manufacturer or their sole selling agents may note that an agent can represent only one firm in a tender and any manufacturer cannot submit more than one offer against a tender through different sole selling agents, or one directly and others through sole selling agents. In such a situation all the offers will be rejected.'

Case No. 34 of 2019 1

2. The Informant is an association of the plywood manufacturers in State of Assam. The OP is a public sector undertaking of Government of Assam established for production of methanol and formalin.

3. As per the Information, formalin is used by plywood units for manufacture of resin, which, in turn, is used as a binding agent in the manufacture of plywoods. The Informant states that formalin is purchased by them from OP, which is the sole unit in North-Eastern India manufacturing the same. The Informant has alleged that the OP is abusing its dominant position by charging a discriminatory price of formalin in State of Assam and State of West Bengal, while it charges Rs. 15,300/- per Metric Tonne ('PMT') in State of Assam, it charges only Rs. 11,000/- PMT in State of West Bengal.