H O Gupta & Associates

  In a significant reaffirmation of market integrity principles, the Supreme Court has held that diversion of funds raised through preferential allotment —when used for purposes not disclosed to investors—constitutes fraud under securities law. Crucially, the Court clarified that ex post facto shareholder ratification cannot sanitize such misconduct. By allowing SEBI ’s appeals and overturning the Securities Appellate Tribunal ’s (SAT) ruling, the Court reinstated penalties against Terrascope Ventures Ltd. and its directors, sending a strong signal on corporate accountability and disclosure discipline. Background: Preferential Allotment and the Disclosure Covenant Preferential allotments are a widely used capital-raising mechanism, allowing companies to issue shares to a select group of investors. However, this flexibility is counterbalanced by strict disclosure obligations under the SEBI framework. Issuers are required to: Clearly specify the object(s) of the issue Pr...

In a significant reaffirmation of settled principles governing matrimonial offences, the Supreme Court has drawn a clear line between genuine cases of dowry harassment and those founded on omnibus and unsubstantiated allegations. The Court dismissed criminal proceedings initiated against the parents-in-law of a complainant, holding that vague and repetitive accusations—absent specific acts of cruelty or dowry demand—do not meet the statutory threshold required under Section 498A of the Indian Penal Code and Sections 3 and 4 of the Dowry Prohibition Act, 1961 . This ruling adds to a growing body of jurisprudence aimed at curbing the misuse of penal provisions in matrimonial disputes while ensuring that legitimate grievances are not diluted. Factual Matrix The case arose from a complaint filed by a woman alleging cruelty and dowry harassment against her husband and his family members, including her parents-in-law. The allegations against the parents-in-law were, however, limited ...

In a significant ruling on matrimonial jurisprudence, the Calcutta High Court in Pintu Mahata vs. Swarnalata Mahata has reaffirmed a well-settled yet often contested principle: reckless, baseless, and unsubstantiated allegations against a spouse can amount to mental cruelty , warranting dissolution of marriage . Setting aside the trial court’s refusal to grant divorce, the Division Bench allowed the husband’s appeal and underscored that marital relationships cannot survive on a foundation of defamatory accusations and character assassination . Factual Matrix: From Marital Discord to Legal Battle The case arose from a deteriorating matrimonial relationship marked by allegations and counter-allegations. The husband sought dissolution of marriage on the ground of cruelty, contending that the wife had levelled serious and unfounded accusations , including: ·         Allegations of extramarital affairs ; and ·      ...

In a significant reaffirmation of appellate discipline, the Supreme Court in Gobind Singh & Ors. vs. Union of India & Ors. has reiterated a foundational principle of civil procedure: an appeal is not an opportunity to repair the evidentiary shortcomings of a case . The Court clarified that Order XLI Rule 27 of the Code of Civil Procedure, 1908 (CPC) does not confer any vested right upon parties to introduce additional evidence at the appellate stage. This ruling reinforces a consistent judicial approach— litigation must reach closure based on the record before the trial court , and appellate proceedings cannot be converted into a second innings for evidence-building. Understanding Order XLI Rule 27 CPC At the heart of the controversy lies Order XLI Rule 27 CPC , a provision that governs the production of additional evidence in appellate courts. While the rule permits such evidence under limited circumstances, its language and judicial interpretation make it clear that t...

  Over the last decade, the Insolvency and Bankruptcy Code, 2016 (IBC) has transformed India’s approach to corporate insolvency. Before the enactment of the Code, insolvency proceedings were often slow, fragmented, and litigation-heavy , leading to significant erosion of enterprise value. The IBC sought to reverse this trend by introducing a creditor-driven, time-bound resolution framework . Yet, as the insolvency ecosystem has matured, a new challenge has emerged. Increasingly, unsuccessful resolution applicants are approaching courts to challenge commercial decisions taken during the Corporate Insolvency Resolution Process (CIRP) . These challenges often rely on allegations of procedural lapses or irregularities, even where the underlying grievance is simply the rejection of a competing bid. The Supreme Court recently addressed this growing concern in Torrent Power Ltd. vs. Ashish Arjunkumar Rathi & Others . In a strongly worded judgment, the Court cautioned against the ris...