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105. The learned Counsel for RIL further submitted that the MoU, read as a whole,
does not even purport to bind corporate entity RIL and contains the following specific
clause.
The Scheme of Arrangement will be finalized by the Mukesh Ambani Group
and the Anil Ambani Group. The effectiveness of the Scheme of Arrangement
would be conditional upon the fulfillment of diverse conditions precedent,
including necessary approvals from the companies involved and the relevant
regulatory authorities and courts and the entering into of the definitive
agreements
106. The learned Counsel for RIL further submitted that the MoU in Clause xii(b)
provides as follows:
(xii) (b) "The definitive agreement will reflect that the Mukesh Ambani Group
will act in utmost good faith and will make best endeavour to work for and
obtain such approvals. If there is any action taken in bad faith for not
obtaining/scuttling the obtaining of such approvals, Kokilaben reserves her
ability to intervene again and the Anil Ambani Group would also have a claim
for damages.
This part of the MoU has been deliberately omitted from the pleadings in the
Company Application.
107. The learned Counsel for RIL further submitted that the above submissions are
made without prejudice to:
(a) RIL's contention that the MoU amongst the promoters does not bind the
corporate entity RIL; (This is supported by the language of the MOU).
(i) it was not open to RNRL to produce documents at the stage of the
appeal which were not placed before the learned Single Judge;
(ii) that the MoU was clearly in the private domain and was never
placed in the corporate domain even though such a course of action
was suggested by Mr Cyril Shroff, the Solicitor appointed to draw up
the Scheme of Demerger;