Soumen Sen - (1.) AN apparent conflict between the two groups of shareholders has been brought to the arena of this Honble Court in its writ jurisdiction. What possibly could have been a case of oppression and mismanagement of a minority shareholder, namely, M/s. Shyam Metallics & Energy Ltd. & Ors. holding 9% shares against the majority, namely, Mahanadi Coalfields Ltd. holding 60% shares and JSW holding 22% shares has been made the subject-matter of the writ petition in which the Coal Controller has been put in the array of parties ostensibly to create a jurisdiction of this Court. A brief summary of facts appearing from the writ petition would clearly indicate that the writ petition is not maintainable in this Honble Court for lack of territorial jurisdiction since no part of the cause of action could be said to have arisen within the jurisdiction of this Honble Court. The fact would further reveal that the contract, apparent breach and performance had taken place outside the jurisdiction of this Honble Court and facts overwhelmingly are indicative of lack of territorial jurisdiction of this Honble Court.
(2.) THE instant appeal is arising out of an order dated 26th April, 2011 in W.P. No.6197(W) of 2011(Shyam Metallics and Anr. Vs. Union of India and Ors.) by which the learned single Judge while admitting the writ petition rejected the objection as to the jurisdiction of this Honble Court to entertain the said petition. Mahanadi Coalfield Limited being aggrieved by the said order preferred the instant appeal. Although an interim order was also passed in favour of the writ petition but the appellant before us confined its challenge to the order on the ground that no part of the cause of action has arisen within the jurisdiction of this Honble Court and accordingly, this Honble Court would not have entertained the said writ petition on the ground of lack of territorial jurisdiction. The learned Counsels appearing on behalf of the parties have extensively argued before us on the scope of Article 226(2) of the Constitution of India and cited various authorities in support of their respective case. Before we analyze Article 226 (2) of the Constitution of India and the decisions that have been cited, we feel it necessary to scrutinize the facts for better appreciation of the decisions that were relied upon before us. The writ petitioner is a manufacturer of steel and allied products. It has its manufacturing unit of captive power plant situated at Rengali, Sambalpur, Orissa. Mahanadi Coalfield Limited has several coal blocks from which coal is sold directly in the open market as well as through linkage agreements to different industries. The writ petitioner for its sponge iron cum steel plant at Sambalpur require regular supply of coal.
(3.) THE writ petitioner set up an integrated steel and power plant at Sambalpur sometimes in May, 2006. For the purpose of ensuring regular supply of coal to its plant, the petitioner on 14th August, 2002 made an application to the Secretary, Ministry of Coal (hereinafter referred to as MOC) for allotment of coal block for its integrated steel captive power plant at Talcher, Orissa. Since it would take several years to make a coal block operational, during the intervening period, it was decided to obtain such supply through a coal supply agreement. THE writ petitioner made an application for allotment of coal block and on the basis thereof, the Ministry of Coal proposed allotment of coal block which is a combination of two coal blocks i.e. Utkal-A and Gopal Prasad West (West) in Orissa jointly to the writ petitioner along with several other companies and/or concerns. Such allocation of coal blocks jointly to the writ petitioner along with other companies was made on 29th November, 2005. In the said communication it was made clear that the success of the intention contained in the offer is dependent on formation of a joint venture company. Since the appellant is a public sector undertaking, formation of a joint venture would require cabinet clearance. Subsequently, after compliance of all formalities, a Memorandum of Understanding (MOU) was entered into on 13th October, 2007 followed by a Joint Venture Agreement (JVA) dated 12th November, 2007. The MOU is between five parties of which the first party was Mahanadi Coalfields Limited (MCL). The Joint Venture Agreement (JVA) was preceded by this MOU for the purpose of carrying out coal mining activity jointly at Utkal-A & Gopalprasad West (West) as a single Mine for deployment of optimum technology and conservation of coal. All the said parties have proposed to form a JVC to develop/build, own, operate and produce coal by outsourcing for which it was agreed that Global Tenders would be invited. The coal produced from the said Utkal-Gopalprasad Mine is to be distributed in terms of the direction of the Ministry of Coal (MOC) which is mentioned below: "i) The JVC shall hand over 60% (sixty per cent) of coal produced to MCL which shall be disposed by MCL as it chooses. ii) The JVC shall be utilized for their captive consumption by their end use plant. iii) The JVC shall hand over 9% (nine per cent) of coal produced to JSL which shall be utilized for JSLs captive consumption by their end use plant. iv) The JVC shall hand over 9% (nine per cent) of coal produced to SDRIPL which shall be utilized for SDRIPLs captive consumption by their end use plant. The equity holding of MCL, JSW, JSL and SDRIPL in the JVC shall be 60%, 22%, 9% & 9% respectively. Under the said JVC it was mentioned that parties intend to promote a JVC, subject to the approval of their respective Boards and MOC with the object of establishing, operating and maintaining the Utkal-Gopalprasad Mine in Talcher at Orissa. The JVC to be formed and incorporated under the Companies Act, 1956 would be an integrated company for establishing, operating and maintenance of Coal Mine at Utkal-Gopalprasad Mine. The name of the JVC would be MJS Coal Limited. The registered office of the JVC shall be at Bhubaneswar in the State of Orissa." ;