COMMON JUDGMENT:

These appeals are filed under Section 10F of the Companies Act, 1956 (for brevity, "the Act") by respondents 2 to 6 before the Company Law Board, Additional Principal Bench, Chennai against the order dated 25. 2009 passed in C.P.No.13 of 2008 filed by respondents 1 and 2 in all these appeals under Sections 397, 398 and 402 of the Act.

2. While C.A.No.11 of 2009 is filed by the fourth respondent before the Company Law Board, C.A.No.12 of 2009 is filed by the third respondent, C.A.No.13 of 2009 is filed by the fifth respondent, C.A.No.14 of 2009 is filed by the sixth respondent and C.A.No.15 of 2009 is filed by the second respondent.

3. For the purpose of brevity, the parties are referred to in this judgment as shown in the impugned order of the Company Law Board.

1. The petitioners before the Company Law Board, who are the professionals, promoted the first respondent-Company, viz., Creative Port Development Private Limited (CPDP), being subscribers to the Memorandum and Articles of Association and are stated to have originally had 100% of shares. The company, having been constituted with an object of development of sea ports, was incorporated on 2. 2006.

2. The second respondent, which is a wholly owned subsidiary of the sixth respondent (SREI), was stated to have been issued 70% of shares of the company by virtue of an Investment Agreement dated 25. 2006 on an understanding that the second respondent, being an investor, should meet the entire funding requirements in respect of the projects undertaken by the first respondent-Company. Therefore, after the said Investment Agreement, the shareholdings of the petitioners, which was 100%, has come down to 30% in the first respondent-Company and the second respondent was given 70% of equity. The petitioners were to take care of the management in its day-to-day administration, while the second respondent had substantial right of management over the first respondent-Company as 70% shareholder.

3. It is stated that the fourth respondent, who is the appellant in C.A.No.11 of 2009 was also made as a first and permanent Director of the first respondent-Company in its Articles of Association. The said fourth respondent is a nominee of the second respondent-Investor and is also stated to be a Journalist and a Fellow Member of Institute of Cost and Works Accountants of India and its past Secretary and Vice Chairman.

4. The third respondent – Mr.Naveen Bansal, appellant in C.A.No.12 of 2009, who was subsequently made as a nominee Director of the first respondent-Company, nominated by the second respondent-Investor, is having experience relating to infrastructure projects.

5. The fifth respondent, who is the appellant in C.A.No.13 of 2009, was also made as a nominee Director of the first respondent-Company by the second respondent-Investor and he was the Chairman of Haldia Port Trust and a retired Civil Services Officer of I.A.S. Cadre of 1969 batch.

6. It is stated that in January, 2007, two projects were secured for the first respondent-Company, one from the Government of Andhra Pradesh for Machilipatnam Port Project and another from the Government of Orissa for Subarnarekha Port Project. In respect of the Machilipatnam Port Project awarded by the Government of Andhra Pradesh, the same was awarded in favour of a "Consortium" consisting of Maytas Infra Limited (Maytas), Nagarjuna Company Limited (NCC), SREI and Sarat Chatterjee & Co. (VSP) Private Limited (SARAT).

7. It appears that Maytas and NCC, who were pre-qualified to develop Port at Machilipatnam in Andhra Pradesh as per the tender floated by the Government, approached a partnership firm called Creative Infrastructure (Creative) owned by the petitioners to strengthen the technical qualification of the bid. It is stated that since the said partnership firm of the petitioners refused to join the above said Maytas and NCC stating that the same is not possible without SREI, a Memorandum of Understanding w