- (1.) Two appeals and two cross appeals were heard by me. They were against the order dated 17th May, 2010 passed by the Company Law Board, Kolkata Bench. The order was passed in each of the two applications for disclosure of information and documents made by the applicants Aldgate International SA and Blancatex AG and others before the Board in aid of the proceedings filed by them under Section 397 and 398 of the Companies Act, 1956. In fact there was one main proceedings before the Company Law Board, filed by each of the above companies, being C.P. 1 (Kol) 2010 C.P.(2) (Kol) 2010 respectively. Two appeals were filed by these applicants and two by the first respondent company in these proceedings, A.I. Champdany Industries Limited, which were heard together and are being disposed of by this judgment. At this stage I may note that this disclosure of documents was stated by the applicants to be necessary inter alia for filing their reply to the main company proceedings.
(2.) There is some contention between the parties regarding the order dated 17th May, 2010. It appears that an order without reason and containing only the ordering part was furnished to the parties immediately after passing of the said order. Thereafter, a detailed order described as a "common order" was supplied to them by the Company Law Board on 10th June, 2010. Now, in the short unreasoned order which was supplied there was a remark at the foot "vide separate order". There was no provision, that the reasons for such order would be supplied later or that it was only the operative part of the order. The order which was supplied to the parties much later also did not say that the order constituted the detailed reasons in support of the said unreasoned order. This order was just described as a "common order". It is the allegation of Champdany that this order was subsequently made and circulated by the Company Law Board, in anticipation of the appeal to be filed. This is indeed a very serious allegation and is not substantiated by any grounds. In any event the learned counsel for that company implored me to treat the unreasoned order as the order under appeal and to ignore the detailed order described as a "common order" I will deal with that controversy later. Each of the applicants before the Company Law Board Blancatex AG and Aldgate International S.A. had made identical applications. In the said application each applicant had wanted disclosure of the documents referred to in paragraph 21 of the petition. 3.Paragraph 21 is set out hereunder : - "21. In light of the above facts and circumstances, it is humbly prayed that this Hon'ble Board be pleased to direct the Respondents to disclose on oath the following information and documents to this Hon'ble Board and to provide the Petitioner with copies and inspection of the originals thereof: - a. Original file/register maintained by the Respondent No. 1 Company in relation to the Board Notes and the papers put up/provided to the Board of Directors of Respondent No. 1 in respect of: i. Closure of operations at the Rampur Texpro Unit; ii. Reviving the operations of the Rampur Texpro Unit; iii.Closure of operations at the Shalimar Unit; iv.Reviving the operations of the Shalimar Unit; v. Respondent No.1 diversifying into the Construction and Real Estate Business; vi.The Respondent No.1 Company incorporated subsidiary companies for the purposes of diversifying into the construction and Real Estate Business; b. Original Board Minutes of every Board Meeting of Respondent No.1 wherein the Board of Directors of the Respondent No.1 company discussed: i. Closure of operations at the Rempur Texpro Unit; ii. Reviving the operations of the Rampur Texpro Unit; iii. Closure of operations at the Shalimar Unit; iv.Reviving the operations of the Shalimar Unit; v. Respondent No.1 diversifying into the Construction and Real Estate Business; vi.The Respondent No.1 Company incorporate subsidiary companies for the purposes of diversifying into the Construction and Real Estate Business; vii. Expenditure and possible avenues of income that may be generated from the Shalimar and Rampur Texpro Units. c. The letters/correspondence as well as contemplated business plan that was addressed/sent to and exchanged with the Bank's (who have mortgages over the property) seeking their permission to transfer the Rampur Texpro Unit and the Shalimar Unit to the Respondent Nos. 5 and 4 respectively. d. Business Transfer Agreements dated 31st March 2009 entered into by the Respondent No.1 Company with the Respondent No.5 for the transfer of the Rampur Texpro Unit. e. Any Business Transfer Agreement or other similar entered into by the Respondent No.1 Company with the Respondent No.4 Company for the transfer of the Shalimar Unit entered into or proposed to be entered into. f. The arrangement with percentage of commission that may have been agreed to be paid to Mr. Nikhil Thakkar of Vinnik associates who is the relative of Mr. Jayant Pujara for finding Pidilite as a purported proposed lessee for the Godown at the Rampur Texpro Unit. g. With respect to Annexure "V" to the Reply of Respondent Nos. 1 to 3, being Copy of the chart comparing the price paid by Abilco (UK) Ltd. to the then prevailing prices', the following information and documents: i. The basis on which the Market Price per metric ton in the last column of the chart is determined. ii. Copies of all Invoices raised by Al Champdany on Abilco UK Ltd.; iii.Terms of Payment in respect of each sale; iv.Supporting documentation for determining the net realization per metric ton, including:- a. The Credit period extended; b. The freight rate applied and the basis for the same; c. The Foreign Exchange rate applied; h. Original file/register maintained by the Respondent No. 4 Company in relation to the Board Notes and the papers put up/provided to the Board of Directors of Respondent No. 4 in respect of : i. Proposed transfer of the Shalimar Unit; ii. Business plan for developing the said Shalimar Unit into a Commercial viable real estate project. i. Original Board Minutes of every Board Meeting of Respondent No. 4 wherein the Board of Directors of the Respondent No.4 Company discussed: (i) Proposed transfer of the Shalimar Unit; (ii)Business plan for developing the said Shalimar Unit into a commercial viable real estate project. j. Original file/register maintained by the Respondent No. 5 Company in relation to the Board Notes and the papers put up/provided to the Board of Directors of Respondent No. 5 in respect of: i. Purported Transfer of the Rampur Texpro Unit; ii. Business plan for developing the said Rampur Texpro Unit into a commercial viable real estate project. k. Original Board Minutes of every Board Meeting of Respondent No. 5 wherein the Board of Directors of the Respondent No. 5 Company discussed the: (i) Purported Transfer of the Rampur Texpro Unit; (ii)Business plan for developing the said Rampur Texpro Unit into a commercial viable real estate project. l. Any further orders as this Hon'ble Board may deem fit;"
(3.) By the said order dated 17th May, 2010 the Company Law Board directed Champdany to furnish copies of only the following documents and no others: "(a) Original file/register maintained by R 1 Company in relation to the board minutes in respect of R-1 Company incorporating subsidiary companies for the purpose of diversifying into the construction of real estate business and expenditure and income that may be generated from Rampur Texpro Unit and Shalimar Unit. (b) Business transfer agreement dated 31.03.2009 entered into by R-1 Company with R-5 Company for the transfer of Rampur Texpro Unit. (c) Business transfer agreement, if any, R -1 Company entered into with R -4 Company for the transfer of Shalimar Unit.";