KARNIK D.G., J.:---Both the appeals are directed against an order dated 2nd April, 2003 on Company Petition No. 45 of 2002 passed by Principal Bench of the Company Law Board, Appeal (Lodging) No. 4 of 2003 is filed by the original petitioner while Appeal (Lodging) No. 6 of 2003 is filed by the original respondent Nos. 2, 3, 4 5 before the Company Law Board. For the sake of convenience, the original petitioner is hereinafter referred as 'the appellant' and original respondents are referred to by their respective numbers before the Company Law Board. The respondent No. 1 is a company incorporated and registered under the Companies Act, 1956. The respondent No. 2 is a director of respondent No. 1 company. The respondent No. 3 was also a director of respondent No. 1 till he resigned on 4th June, 2002 and was replaced by respondent No. 4. The respondent No. 5 purports to be the Managing Director/Manager Special affairs of the respondent No. 1. Respondent Nos. 6 to 9 are the directors purportingly appointed by Enron Mauritius Company and respondent Nos. 10 and 11 are the directors nominated by a IDBI and ICICI respectively.

Basic Facts.

2. The Dabhol Power Company, the respondent No. 1 herein, was incorporated on 9th April, 1993 as a Private Company with unlimited liability under the provisions of the Companies Act, 1956 (for short 'the Act'). The respondent No. 1 was promoted by Enron Development Corporation, a company incorporated in the State of Delaware, USA, General Electric Company, a Company incorporated in the State of New York, USA and Bechtel Enterprises, Inc., a Company incorporated in the State of Delaware, USA. The respondent No. 1 became a deemed public company with effect from 31st October, 1998 under section 43-A(1) of the Act and was reconverted to a private company under section 43-A(2-A) of the Act with effect from 9th February, 2001. The respondent No. 1 originally had three shareholders viz. (i) Enron Mauritius Company (for short 'EMC'), a special purpose vehicle of Enron Development Corporation holding 80% of the equity share capital of the respondent No. 1, (ii) Capital India Power Mauritius (for short 'CIPM""), a special purpose vehicle of General Electric Company (GE) holding 10% of the equity capital of respondent No. 1 and (iii) Energy Enterprises Mauritius Company (for short ""EEMC""), a special purpose vehicle of Bechtel Enterprises Inc. holding 10% equity share capital of respondent No. 1.

3. The appellant, Maharashtra Power Development Corporation Limited is a public limited company incorporated on 4th December, 1997 under the Act and it's 100% share capital is held by Maharashtra State Electricity Board (for short ""MSEB"") which in turn is controlled by the Government of Maharashtra. The appellant was formed as a special purpose vehicle of MSEB/Government of Maharashtra which had then decided to acquire some equity in the share capital of the respondent No. 1. In or about December 1998, the appellant purchased 30% of the equity share capital in respondent No. 1 from EMC. The respondent No. 1 issued phase II equity shares in January 2002 or thereabout. The appellant did not contribute any additional share capital and after the phase II issue of shares, EMC holds 65.85% equity and the appellant holds 14.15% equity share capital of the respondent No. 1. EEMC and CIPM continue to hold 10% equity in the equity share capital of respondent No. 1.

4. Under Articles of Association, the Board of Directors (for short ""the Board"") of the respondent No. 1 is to consist of minimum of three and maximum of thirteen directors. Each of the shareholders holding 10% of the voting power is entitled to nominate one candidate for the election as a director in respect of each 10% of the total voting power, so that 10 shareholder directors in the aggregate would be in the office.

5. At or about the time of its incorporation promoters of the respondent No. 1 had agreed to certain arrangements regarding the management