Under Section 241(2) of the Companies Act, 2013, the Central Government, if it is of the opinion that the affairs of the Company are being conducted in a manner prejudicial to public interest, may apply itself to the Tribunal for orders under the said Chapter, which is headed “prevention of Oppression and Mismanagement”. Apart from the vast powers that are given to the Tribunal under Section 242, powers under Sections 337 and 339 are also given in aid of this power, which will apply mutatis mutandis. Section 337 of the Companies Act refers to penalty for frauds by an officer of the Company in which mismanagement has taken place. Likewise, Section 339 refers to any business of the company which has been carried on with intent to defraud creditors of that company. Obviously, the persons referred to in Section 339(1) as persons who are other than the parties “to the carrying on of the business in the manner aforesaid” which again refers to the business of the company which is being mismanaged and not to the business of another company or other persons. Usha Ananthasubramanian v. Union of India, (2020) 4 SCC 122.
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“Surrogate” has been defined in Wharton’s Law Lexicon Dictionary, Seventeenth Edition, 2018 at page 1824:
“One that is substituted or appointed in the room of another, as by a bishop, chancellor, Judge etc., especially an officer appointed t o dispense licences to marry without banns;
A substitute: especially, a person appointed to act in place of another.”
P. Ramanatha Aiyar’s The Law Lexicon, Fourth Edition 2017 at page 1862 defines the word ‘Surrogate’:
“Is one that is substituted or appointed in the room of another; as by a Bishop, Chancellor, Judge etc.
A person or thing acting in place of another.”
‘Surrogate’ has been defined in Stroud’s Judicial Dictionary of Words and Phrases, Eighth Edition at page 2904:
“Is he who is appointed in the stead of another, most commonly of a bishop or his chancellor.”
The Concise Oxford Dictionary of Current English, Eighth Edition 1990 at page 1228 defines ‘surrogate’ as :
“a substitute, especially, for a person in a specific role or office.”
‘Surrogate’ has been defined in Black’s Law Dictionary, Eighth Edition at page 1485:
“A substitute especially, a person appointed to act in the place of another.”
The above definitions broadly show that “Surrogate” means a “Substitute”. Surrogate Advertisements are like Advertisements which duplicate the brand image of one product to promote another product of same brand. ‘Surrogate’ or ‘Substitute’ could either resemble the original product or could be a different product altogether but it is marketed under the established brand name of original product. Surrogate advertisements are resorted by Product Owners to promote and advertise the products and brands when the original product cannot be advertised on mass media. Struggle Against Pain v. State of U.P., 2019 (3) AWC 2930.