1995 Supreme(Del) 717
High Court Of Delhi
R.K.MALHOTRA - Appellant
Versus
UNION OF INDIA - Respondent
Civil Writ 5360 of 1993
Decided On : 09/11/1995
A.H.Desai, A.K.DUTT, A.N.JAYARAM, C.M.OBEROI, INDIRA JAISINGH, KAJAL CHANDRA, KRISHAN KUMAR GOGNA, KRISHNA KUMAR, MADAN LOKUR, MANISH SHARMA, NALIN TALVAR, Rajiv Sawhney, RUPALI CHOPRA, SANJIV ANAND, SHANKAR GOPAL PAGIRE, V.R.DATAR, VIBHU BHAKRU
Headnote:Constitution of India 1950 - Article 226 — Petition seeking to challenge the approval granted to a multinational company for investing up to about 49% of the equity capital in a public ltd. company — The scope of judicial review in such policy matters is limited-In inviting the foreign capital no distinction made in the policy between high technology area and others — Writ petition on behalf of minority share holders, not maintainable.
Judicial Review - Scope of — Interference in policy matters — Petition seeking to challenge the approval granted to a multinational company for investing up to about 49% of the equity capital in a public ltd. company — The scope of judicial review in such policy matters is limited — In inviting the foreign capital no distinction made between high technology area and others — Writ petition on behalf of minority share holders, not maintainable.
( 1 ) THE petitioners who number four have filed this petition under Article 226 of the Constitution seeking a writ of certiorari or any other appropriate writ, order or direction quashing the order dated 13 October 1993 by which order the Central Government in the Ministry of Industry, Department of Industrial Development (Secretariat for Industrial Approvals) granted approval to M/s. Gillette International, respondent No. 6, in investing upto a maximum 49% of the equity capital of M/s. Harbans Lal Malhotra and Sons, Ltd. (HLM), the fifth respondent, subject to certain conditions. The petitioner respectively hold 4. 17%, 2. 29%, 2. 25% and 22. 78% shareholding in the HLM. There are eight respondents - respondents 1, 2, 3 and 4, respectively, the Union of India in the Ministry of Industry; Secretariat for Industrial Approvals; Principal Secretary to the Prime Minister, Chairman, FIPB - Foreign Investment Promotion Board; and Union Finance Minister, and the seventh and eighth respondents N. V. I. Engineering Company Pvt. Ltd. (NVI) and Malhotra International Pvt. Ltd, respectively.
( 2 ) THE impugned approval was granted on 13 October 1993 on an application dated 18 August 1993 of the sixth respondent (Gillette), admittedly a world leader in razor blade industry. The application was addressed to the Chairman, FIPB, and was filed in terms of the industrial policy dated 24 July 1991 of the Central Government. Gillette in this application had sought for the approvals as under :-
"7. APPROVALS REQUESTED a. The Gillette Company seeks permission : (i)To acquire upto a maximum of 49% of the equity of HLM, commencing initially with 26% at a price and in a manner to be approved by HLM s (Harbans Lal Malhotra and Sons Ltd) shareholders. (ii)To grant HLM a licence for the use of our shaving technology and improvements from time to time and in consideration for the same to receive a net of tax Royalty of 3% on the domestic and export sales of HLM. (iii)For HLM to import blade machinery of a FOB value not exceeding $ 4. 3 million. The list of the equipment is attached. This machinery will be utilised to improve the product quality of HLM. (iv)To grant any and all approvals and permissions required for the attainment of the above. b. Gillette also seeks permission to establish a wholly- owned subsidiary in India for the following : -to act as a holding company for investment either by itself or in collaboration with Indian shareholders (Private and/or Public) in Gillette s new ventures in India. This will exclude Gillette s investments in ISPL.-to co-ordinate through the management and co- ordination of this wholly-owned; subsidiary the activities and management of all Gillete activities in India; -to provide common countrywide services including Training, Purchasing, Distribution, Quality Assurance, Marketing, Licensing, Construction, Engineering and Maintenance, Management Information Systems.-to co-ordinate joint ventures between Indian companies and international Gillette s suppliers to facilitate the transfer of technology and injection of capital. The result will be local sourcing of Gillette s products, as well as potential exports to Gillette and other customers throughout the world. "hlm, with whom the "collaboration" was sought, by its letter dated 17 August 1993 addressed to the Chairman, FIPB, confirmed the approval of its Board of Directors for the foreign investment as proposed by Gillette, in so far it related to HLM. It was stated in the letter that acceptance off the proposal of HLM was, however, subject to the company s compliance with all necessary legal formalities and obtaining of requisite approvals including the approval of the shareholders. The Central Government did grant approval to some of the proposals made by Gillette and that too subject to certain conditions and formalities to be complied with. Since a great deal of arguments had been addressed by the petitioner on this approval by the Central Go