ANNEXURE APPELLANT

Life Insurance Corporation of India v Escorts Ltd1

The appellant along with other financial institutions (who owned 52% of the total shares) issued
a requisition to hold an extraordinary meeting to remove 9 part time directors and nominate other
directors in their place. The respondent found this action mala-fide and found the meeting to be
arbitrary and ultra-vires. The questions before the SC inter-alia were if LIC had the right to issue
the requisition to hold and extraordinary general meeting and if shareholders have the authority
to issue a requisition notice for the appointment of new Directors. The SC held that every
shareholders, subject to statutorily prescribed procedural and numerical requirements has the
right to hold an extraordinary general meeting and could not be restrained from doing so, also
they were not bound to disclose the reasons for the proposed resolution of summoning a meeting.
Further, it was held that a shareholder had a statutory right to move a resolution to remove a
Director and that the court was not entitled to grant an injunction restraining him from calling a
meeting to consider such a resolution. The right is conferred on shareholders to be exercised at
EGM regardless of anything contained in AOA.

Cricket Club of India v Madhave L. Apte (1975) 45 Comp Cas 574 (Bom).

The CCI, received a requisition essentially seeking to amend the articles to restrict how long a
member could serve on the executive committee. The plaintiffs believed that the proposed
resolution and the consequential amendment would be contrary to certain provisions of the 1956
Act and would be invalid. According to them, the CCI was not bound to call an extraordinary
general meeting because according to them 169(6) only comes into operation on the deposit of a
valid requisition and the requisition proposing for consideration a resolution which would be
illegal and invalid if carried, would not be a valid requisition. However the court held all that is
required to be seen before the provisions of sub-section (6) of section 169 become applicable
would be to consider whether the requisition deposited was in accordance with the provisions of
section 169 as to its contents, the number of signatories and similar matters, and it would not be
open to the Board of directors of a company to refuse to act on a requisition on the ground that,

1
AIR 1986 SC 1370
although such requisition was in accordance with the requirements of section 169, it was
otherwise invalid. The court held that the Board was bound to call the requisitioned meeting even
though proposed amendment to the articles would be invalid.

Ramirez, v. Exxon Mobil Corporation 334 F. Supp. 3d 832 (N.D. Tex. 2018)

The securities fraud action was initiated against the respondent company and others company’s
officers for failing to disclose climate risks which caused economic loss to the plaintiffs. While
the defendants moved a motion to dismiss inter-alia on grounds that hat it had fully disclosed the
risks of climate change to its business and that it had not misrepresented the methodologies it
used to analyze those risks. The complainant had alleged that Exxon was a “company with a
well-documented history of intentionally misleading the general and investing public with regard
to the science concerning global climate change and its connection to fossil fuel usage, as well as
the impact the changing climate is likely to have on Exxon’s reserve values and long-term
business prospects.” They further alleged that the defendants made materially false and
misleading statements regarding the value and amount of Exxon’s oil and gas reserves and
regarding Exxon’s purported efforts to incorporate carbon or greenhouse gas proxy costs into the
investment and valuation process for its oil and gas reserves. The complaint alleged that Exxon’s
public statements were materially false and misleading because they failed to disclose that
internally generated reports concerning climate change recognized the environmental risks
caused by global warming and climate change. The result of positive statements Exxon made
was that, the common stock price was artificially inflated, and that Exxon’s release of its third
quarter financial results on October 28, 2016, in which it disclosed it might have to write down
20% of its oil and gas assets, resulted in the stock price falling by more than $2 per share. The
court after careful examination concluded that plaintiff sufficiently pleaded the alleged material
misstatements and loss causation and met the heightened scienter standard, and therefore the
court denied the motion to dismiss in part. The court held that pleading standard for loss
causation is not heightened as it is with scienter but is only the plausibility standard. It is
plausible that over the course of the alleged partial corrective disclosures, the market became
aware of ExxonMobil’s alleged fraud and reacted each time with ExxonMobil’s common stock
falling. Hence, pension fund has properly pleaded loss causation.