- (1.) At this stage. we are concerned with the question whether there is need for the continuance of the Order of injunction passed by this Court on 25th August, 1988. In order to appreciate the question it is necessary to State a few facts. A petition was moved before this Court on 19th August, 1988 under the Contempt of Courts Act, 1971 for initiation of contempt proceedings against the proprietors of Indian Express Newspapers Bombay Pvt. Ltd., Shri Arun Shourie, Indian Express Newspapers Bombay Pvt. Ltd.. Shri Hari Jaisingh, Resident Editor, Indian Express Newspapers Bombay Pvt. Ltd., Shri A. C. Saxena, News Editor, Indian Express Newspapers Pvt. Ltd., Delhi, Shri H. K. Dua, Chief, New Delhi Bureau, Indian Express Newspaper Pvt. Ltd., New Delhi, and Shri V. Ranganathan, Indian Express Bombay Pvt. Ltd. The petition was moved on behalf of Reliance Petrochemicals Ltd. (hereinafter called "Reliance Petrochemicals"). It was stated therein that this Court should take cognisance of the contempt alleged to have been committed by the respondents and it was further prayed that pending the consideration of the question of criminal contempt, this Court should pass an order restraining the Express Group of Newspapers and their related publications from publishing any materials or articles in relation to the subject matter of the proceedings in the Transfer Petitions Nos. 192 and 193 of 1988 which was subjudice issue in Writ Petition No. 1276 of 1988 in Karnataka High Court, Writ Petition No. 1791 of 1988 in Delhi High Court, Writ Petition No. of 1988 Radhey Shyam Goel v. Union of India, Suit No. 1172 of 1988 K. S. Brahmabhatt v. Reliance Petrochemicals Ltd. and MRTP proceedings instituted in J. P. Sharma v. Reliance Petrochemicals Ltd. as the same was alleged to be calculated to affect the Reliance debenture issue which was to open on 22nd August, 1988 till the decision of the transfer petitions pending herein.
(2.) The subject-matter of dispute related to the Public Issue by the petitioner company of 12.5% Secured Convertible Debentures of Rs. 200/- each for cash at par aggregating to Rs. 593.40 crores (inclusive of retention of 15% excess, subscription of Rs. 77.40 crores). It was stated that Reliance Petrochemicals was to set up what was claimed to be the largest petrochemical complex in the private sector for the manufacture of critically scarce raw material known as Mono Ethylene Glycole (MEG) and plastic raw materials like High Density Polyethylene (HDPE) and Poly Vinyl Chloride (PVC) which. are used for making various articles from films to pipes, auto parts to cable coating, containers to furnishings. It was asserted that the issue was of global and national importance. It was claimed that Reliance's public issue was the largest public issue in India till date and the second largest issue in the world. The public issue was due to open on Monday, the 22nd August, 1988 and was scheduled to be closed on 31st August, 1988.
(3.) It was the claim of the petitioner that the debentures were being issued after obtaining the consent of the Controller of Capital Issues and on the basis of schedule indicated therein, and after complying with all the requirements of the Companies Act and otherwise. Certain writ petitions and a suit had been filed in some High Courts, namely, Karnataka, Bombay, Rajasthan, Delhi and later on in Allahabad challenging the. grant of consent or sanction for the issue of debentures. Such applications in the different High Courts and the Courts were filed at the last moment when enormous amount of money had already been spent, it was claimed. It was stated that enormous monies on publicity had been spent. In some of these proceedings orders of injunction had been obtained. It was contended that issue was prima facie legal and valid and the consent and permission of the necessary authorities specially the Controller of Capital Issues had been obtained properly. In such circumstances an application for transfer of these proceedings under Article 139A of the Constitution of India read with Part IV-A of the Supreme Court Rules, 1966 was moved by Reliance Petrochemicals Ltd. against the Union of India, Controller of Capital Issues and the petitioner in the suit in Bangalore and writ petition in Delhi. It was stated that the Certificate of Incorporation was granted to the petitioner on or about 1lth January, 1988 and the Certificate of Commencement of Business was granted on 21st January, 1988. On 4th May, 1988 an application was made to the Controller of Capital Issues for raising Equity Share Capital/Cumulative Convertible Preference Shares/Convertible Debentures for financing the proposed projects for manufacture of, PVC, HDPE and MEG. On 4th July, 1989 as mentioned before, the consent of the Controller of Capital Issues, was granted to the, petitioner for capital issue of 5,75,00,000 Equity Shares of Rs. 10 each inclusive of retainable excess subscription of Rs. 7.5 crores and for 2,96,70,000 12.5% Secured Fully Convertible Debentures of Rs. 200 each for cash at par to public. It is not necessary for the present purpose to set out the details of the same. It is stated that the consent of the Controller of Capital Issues was given on 4th July, 1988 on certain terms which are again not relevant to be set out for the present purpose. The consent order of the Controller was modified and further condition of obtaining the Reserve Bank of India's permission for allotment of debentures to Non-Residents as required under FERA, 1973 and for allotment of debentures to employees on certain terms was imposed on 19th July, 1988. On 27th July, 1988 a prospectus was filed with the Registrar of Companies, Gujarat, Ahmedabad, for the public issue of 12.5% Secured Fully Convertible Debentures of Rs. 200 each for cash at par, as indicated before.;