JUDGMENT

1. These are three appeals under Section 10(F) of the Companies Act, 1956 arising out of the order dated 31st January 2006 passed by the Company Law Board (`CLB') in Company Petition No. 64 of 2005.

Background facts

2. The background facts are that the Government of India (`GoI') took a policy decision on 5th July 2002 to disinvest its shares in the India Tourism Development Corporation (`ITDC') which owns various hotel properties. One of these hotel properties was the Indraprastha Hotel formerly known as Ashok YatriNiwas. In terms of the approved Scheme of demerger, the hotel property was transferred to Hotel Queens Road Pvt. Ltd. (`HQR') which was created as a special purpose to enable the disinvestment. The paid up capital of HQR was Rs.90 lakhs comprising of 9 lakh equity shares of Rs.10 each. GoI held 89.97% shares, the Indian Hotels Company Ltd. (`IHCL') held 10% and balance shares were held by others.

3. GoI invited bids for sale of its shares in HQR. Moral Trading & Investment Ltd. (`Moral') a public limited company was the successful bidder. By a Share Purchase Agreement (`SPA') dated 8th October 2002 Moral acquired the shares of GoI and IHCL. The amount inv