JAYANTA KUMAR BISWAS, J. - (1.) IN these four appeals filed under Section 10F of the Companies Act, 1956 an order of the Company Law Board, Principal Bench, New Delhi, dated January 31, 2007 See Chatterjee Petrochem (Mauritius) Co. v. Haldia Petrochemicals Ltd. [2008] 143 Comp Cas 726. disposing of C.P. No. 58 of 2005, giving twenty one directions, has been questioned ; and hence they with the eight cross -objections have been heard together, and all are being disposed of by this common judgment.
(2.) THE company petition under Sections 397, 398, 399, 402, 403 and 406 of the Companies Act, 1956 was filed by (1) Chatterjee Petrochem (Mauritius) Co., (2) Winstar India Investment Co. Ltd., (3) India Trade (Mauritius) Ltd, and (4) Chatterjee Petrochem (India) P. Ltd., hereinafter referred to as 'the CP(M)C', 'Winstar', 'IT(M)L' and 'the CP(I)PL' respectively, and as 'the Chatterjee group' collectively. They all, except the CP(I)PL, were and still are shareholders of Haldia Petrochemicals Ltd., hereinafter referred to as 'the HPL'. Among the twenty respondents in the petition, while the first respondent was HPL, the second, third and sixth respondents were West Bengal Industrial Development Corporation Ltd. (in short 'the WBIDC'), Government of West Bengal (in short 'the GoWB'), and Indian Oil Corporation Ltd. (in short 'the IOC') respectively. The fourth, fifth, and seventh to twentieth respondents were the directors of the HPL. The seventh, eighth, ninth, sixteenth and twentieth respondents were Mr. Tarun Das, the chairman of the HPL, Dr. Sabyasachi Sen, Principal Secretary, Commerce and Industries Department, GoWB, Mr. Gopal Krishna, managing director, WBIDC, Mr. Swapan Bhowmik, managing director, HPL, and Dr. Purnendu Chatterjee (in short 'PC'), prime mover of the Chatterjee group respectively. The facts culled out from the pleadings running into the thousands and placed by counsel for the parties in the course of thirty nine days' uninterrupted arguments, put in a nutshell, are these. In 1985 HPL was incorporated as a public limited company. It was promoted jointly by WBIDC, a wholly owned company of the GoWB, and the Goenkas. Towards the end of 1989 the Goenkas left, and the Tatas came in. In 1994 the CP(M)C joined WBIDC and the Tatas. They entered into a joint venture agreement dated August 20, 1994. In 1995 the Articles of association of the HPL were altered incorporating the relevant terms and conditions of the joint venture agreement. The equity share capital was to be paid for and held so as to maintain the following voting power : WBIDC 25 per cent., the CP(M)C and its nominees 25 per cent., the Tatas 8.33 per cent., and others including the public, financial institutions and banks, etc. balance 41.67 per cent. In Article 33(a) it was provided that should WBIDC decide to sell its HPL shares, it would give the CP(M)C first refusal on them and then to the Tatas ; and that WBIDC would enjoy similar first refusal on all HPL shares held by the CP(M)C and the Tatas.
(3.) IN 1997 the project, setting up of a petrochemical complex, was started. Loans were taken from a large number of financial institutions. In the course of time the question of debt restructuring assumed great importance. By a letter to the Chief Minister dated April 23, 2000, PC, while threatened to quit with his dues paid up unless the CP(M)C, going to invest Rs. 150 crores for acquiring the majority position, was given management control, suggested for the IOC participation in HPL that, however, was on the verge of being declared a non -performing asset.;