M O O T P RO P O S I T I O N

1. Infratel Communications Pvt. Limited, herein after referred as Company

‘A’, is a company incorporated on 10/04/2014 under the Companies Act,
2013, with its registered office in Namooru city of Myndia. The company is
in the business of providing telecommunication and IT services and has a
substantial presence in the market and caters to the whole country. (The
laws, rules, regulations, guidelines, notifications, circulars etc. of Myndia
are pari material to those of the country India)

2. Intratel Communications Pvt. Limited, herein after referred as Company

‘B’, is also a company incorporate on 15/04/2014 under the Companies Act,
2013, with its registered office in Namooru city of Myndia. The company is
also in a similar business domain as Company B alongside managing a
call center and it is well-known in the market with a significant public
perception.

3. Around a year back, Company ‘A’ donated Rs. 10,00,000/- to an NGO,

which is lobbying towards Net Neutrality which gained the company a lot
of goodwill and public appreciation. They even made a press conference,
where the Chairman of the company discussed the importance of Net
neutrality and fair internet which was highly appreciated.

4. On 10/01/2016, the Board of Company ‘A’ consisting of the Chairman and

8 (eight) directors including Mr. Loyal Kumar, who is a minority
shareholder of the Company, convened a Board Meeting. The meeting was
called to discuss to opt for a marketing service called as ‘MarketWord’
given by Zoozla, which is a Web Search Engine.

5. ‘MarketWord’ service offered by Zoozla is an online advertisement service

which helps the customer opting for the service to increase the traffic to its
website and increase its public visibility to acquire prospective business. It
lets the customer put its advertisements on Zoozla search engine and also
permits them to use video content and product listing for perception
enhancement. The service primarily uses cookies and keywords to bring
the required effect. It is an extremely popular service and is widely used

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 throughout the world. But the same has also been criticized by a lot of
authorities condemning its working principles and results.

6. Mr. Loyal Kumar has always been keenly interested towards learning
about the developments in the field of science and technology. Moreover,
he is a Software engineer himself and has a Master’s Degree from a highly
renouned university of USA, where he made his dissertation topic was
‘Search Engine Optimization and Indian Laws’. During his early years in
his profession, he has also worked with one of the strongest competitor of
Zoozla and he is well versed with the traits of the business. It is because of
his experience and knowledge about the subject, on the meeting convened
pertaining to ‘MarketWord’, he was the only one who voted against the
proposal by the directors on opting for the service.

7. The board, after a heated discussion during the meeting, passed a

resolution in favour of opting for the ‘Marketword’ service and further
decided to buy the following keywords:

a. ‘tel’
b. ‘infra’
c. ‘intra’
d. ‘telecom’
e. ‘comm’
f. ‘call’
g. ‘calling’
h. ‘telecommunication’
i. ‘communication’
Even after few weeks, the company did not receive the expected results
and there was no visible change in their market perception.

8. Mr. Loyal Kumar, wrote several email to the Chairman of Company ‘A’,
asking him to stop the company from using the service as he had an
anticipation based on his knowledge that this act of the directors may land
up the company in trouble, but to no avail. He even consulted a lawyer to
understand the intricacies of this decision, to which the lawyer advised
that the company might get into legal difficulties as it has committed an
anti-competitive practice.

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 9. Mr. Loyal Kumar, in order to seek the defense under section 46 of the
Competition Act, 2002, decided to approach Company ‘B’ to explain them
the situation and joined them in an action against Company ‘A’. After a
meeting conducted on 21/02/2017, between Mr. Kumar and the Directors
of Company ‘B’, both the parties decided to file a complaint against
Company ‘A’ under the Competition Act, 2002.

10. Since the parties involved in the case were highly renowned, it caught
media’s attention and the case captured the TV screens for weeks
altogether. Everything from Media trials to Expert interviews regarding
the case, became the order of the day. Since the media was tossing the
blame on Company ‘A’ and people were infuriated considering the fact that
Company A portrayed itself as the flag bearer of equality during its
conference on Net Neutrality, Company ‘A’ lost its goodwill and reputation
in the market because of which it suffered extreme financial losses,
resulting into jeopardizing the future of the company and its shareholders.

11. While the case was pending, Mr. Kumar has filed a case against the
directors of ‘A’ company under section 241 of the Companies Act 2013. The
matter is posted in front of NCLT on the following issues:

a. Whether the tribunal has the jurisdiction to entertain this petition?

b. Whether the company ‘A’ has involved itself in Anti-competitive
practices?
c. Whether the prospects of the company have been jeopardized due to
the acts of the directors of company ‘A’?
d. Whether there has a been mismanagement and oppression by the
majority shareholders?

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 A N N EX U RE A

SHARE STRUCTRE OF COMPANY ‘A’

Authorized Share Capital Rs. 12,00,00,000/-
Paid up Capital Rs. 10,00,00,000/-
No. of Shares 1,00,00,000
Nature of Shares Equity Shares
Value of each share Rs. 10/-

Share Holding Pattern

1) Mr. A1 11,11,112
2) Mr. A2 11,11,111
3) Mr. A3 11,11,111
4) Mr. A4 11,11,111
5) Mr. A5 11,11,111
6) Mrs. A6 11,11,111
7) Mrs. A7 11,11,111
8) Mrs. A8 11,11,111
9) Mr. Loyal Kumar 11,11,111
TOTAL 1,00,00,000

SHARE STRUCTRE OF COMPANY ‘B’

Authorized Share Capital Rs. 15,00,00,000/-
Paid up Capital Rs. 12,00,00,000/-
No. of Shares 1,20,00,000
Nature of Shares Equity Shares
Value of each share Rs. 10/-

Share Holding Pattern

1) Mr. B1 24,00,000
2) Mr. B2 24,00,000
3) Mr. B3 24,00,000
4) Mr. B4 24,00,000
5) Mr. B5 24,00,000
TOTAL 12,00,00,000

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 A N N EX U RE B
LOGOS OF THE COMPANY

Company “A”

Company “B”

IMPORTANT NOTE:

1. This is a work of fiction. Names, characters, businesses, places, events and

incidents are either the products of the author’s imagination or used in a
fictitious manner. Any resemblance to actual persons, living or dead, or
actual events is purely coincidental.
2. The decisions of the organizers shall be final and ultimate.
3. All the Intellectual Property generated in pursuance to this competition
shall be a property of the hosting authority.
4. Timeline: All the dates which are not specified have to be calculated from
the date of the competition as according to Para 11, the case is posted for
the day it is being argued.

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