The court emphasized the importance of adhering to the prescribed procedures and ensuring fair play in transactions involving compulsory acquisition of shares.

( 1 ) THE question which calls for determination is whether, in the factual matrix disclosed in the pleadings of the parties to this petition, Section 395 of the Companies Act, 1956 (hereinafter referred to as the Act ) could have been invoked by the Respondents with the intent of compulsorily acquiring the entire shareholding of the Petitioner, namely, AIG (Mauritius) LLC in the erstwhile respondent No. 2, Tata Cellular Limited, Respondent No. 1. Tata Televentures (Holdings) Limited, had in terms of its notice dated 24. 7. 2001, invoking Section 395 of the Act, required the Petitioner to sell its stake in Respondent No. 2 at a price of rs. 10/- per share for cash. Counsel for the parties have unanimously contended that I should pronounce on the preliminary issue of whether the said section has been properly and correctly invoked by Respondent No. 1. It is only in the event that this Court comes to the conclusion that Respondent No. 1 was authorised, competent and entitled in law to unilaterally purchase or requisition or expropriate the petitioner s holding in Respondent No. . 2, would the further question arise of whether the price fixed by Respondent No. 1 should be accepted by the Court to be a fair and proper valuation;

( 2 ) RESPONDENT No. 2 was incorporated in March, 1995 and changed its name to the present one in March, 2000. In June, 1995 Tata Industries Limited, Bell Canada international Inc. , Bell Canada International (Mauritius) Inc. , and Respondent No. 2 entered into a Joint Venture Agreement 0va) for obtaining a License in respect of cellular services in India. The Petitioner-was associated with the JVA from its inception and had acquired the aforementioned shares of Respondent No. 2 at the very inception stage. In November, 1995 the Respondent No. 2 was awarded a licence to establish and provide Cellular Mobile services in Andhra Pradesh. In december, 1995, the Petitioner was issued 10 per cent equity shares in Respondent no. 2. In September 1998 Respondent No. 1 was incorporated, of which 99. 99 per cent shares were held by Tata Industries Limited. While these two parties are indubitably separate and distinct legal entities for most purposes, once the corporate veil is lifted it will be evident that they are one and the same. It is only to a marginally lesser extent that the Respondents are commercial alter egos of each other since 91. 4% of the equity is held by the Tata group, the remainder being with the petitioner. These facts shall be of great significance. Thereafter Bell Canada international (Mauritius) Inc. , for reasons which need not be dealt with in detail, withdrew from the Joint Venture Agreement, its interests being taken over by Tata industries Limited, which in turn held 99. 99 per cent shares in Respondent No. 1. It is the Respondents say that in December, 1999 the Petitioner made unreasonable demands on Tata Industries Limited which led to the consequence that the latter offered to buy out the Petitioner on the same terms as were applicable to the Bell canada International Group. In March, 2000 a Memorandum of Understanding (Mou) was entered into between Respondent No. 2 and Grasim Limited and ATandt wireless Services Inc. , for their proposed merger into a company in which each Corporate Group would hold 1 /3rd of the equity. The Petitioner, which at that point of time held 10 per cent shares in Respondent No. 2, was not included in the proposed reorganisation. In August, 2000 the Joint Venture Agreement was terminated and in the following month the Board of Respondent No. 2 proposed an amalgamation with Birla ATandt Communications Limited (BACL ). The Petitioner was excluded from this reorganisation in the sense that it was not allotted any separate shares of the new entity, but was still a part thereof by virtue of its holdings in Respondent No. 2. In December, 2000 Tata Industries Limited requested respondent No. 2 for issuance of 6,65,30,000 Naked Warrants which were eve