KRISHNA PAUL Vs. CALCUTTA CHEMICAL CO LTD

JUDGEMENT

(1.) SHRI Krishnadas Pal, petitioner in C. P. No. 33 of 1998, claiming to hold along with his associates, 25.77 per cent, of the issued capital of M/s. Calcutta Chemicals Company Limited (company) has filed this petition under Sections 397, 398, 399, 402 and 406 of the Companies Act, 1956 (Act), alleging acts of oppression and mismanagement in the affairs of the company. When SHRI Sarkar, senior advocate on behalf of the petitioner, mentioned this petition on June 24, 1998, he also sought for certain interim orders. SHRI P. C. Sen, senior advocate and SHRI S. N. Mookherjee, counsel appearing for respondents Nos. 1 and 11, respectively, raised a preliminary objection on the maintainability of the petition on various grounds. While granting the limited interim prayer relating to the proposed extraordinary general meeting of the company scheduled for June 26, 1998, we adjourned the matter for hearing the preliminary objections. At the same time, we also allowed M/s. Henkel Spic India Limited to be impleaded as a respondent. The hearing of the preliminary objections was fixed at Chennai. In the meanwhile, the petitioner filed another petition, viz., C. P. No. 37 of 1998 in terms of the same sections as of C. P. No. 33 of 1998 (second petition). The petitioner also filed an application for consolidation of both the petitions or in the alternative, prayed for treating the second petition as an amendment to the first petition. When the maintainability of the petition was heard at Chennai, we formed a prima facie opinion that the maintainability could not be decided in isolation without considering the facts of the case and accordingly, fixed the hearing on the applications for consolidation/amendment and also the petition at Calcutta.

(2.) When the matter was taken up for hearing at Calcutta on August 24, 1998, we advised counsel to argue on the maintainability of the petition, consolidation/amendment and also on the merits of the case so that a composite order could be issued. Agreeing with our suggestion, counsel argued on all the matters.

(3.) IN the same way group B also had five sub-groups with which we are not concerned in the present proceedings. The tender document also specified that the reserve price for group A was Rs. 30 crores and that the persons desirous of bidding would submit a preliminary bid along with a bid deposit of Rs. 10 lakhs. It further provided that after the preliminary bids were received, the first five bidders would be entitled to conduct a limited due diligence test before submitting the final and binding bid. The final and binding bids were to be evaluated purely on a price criterion. It is also stipulated in the tender that the winner of the bid for each group would have to deposit 10 per cent. of the bid amount in escrow. It is also mentioned in the tender that M/s. S. B. Billimoria and Co. have been appointed as expert valuers inter alia to allocate the final bid price as between the five bloc of assets in group A and group B.