These are appeals filed under Section 10F of the Companies Act, 1956, challenging the common order passed by the Company Law Board in interim applications, viz., C.A. Nos.3 and 4 of 2014 respectively, in C.P. No. 15 of 2008, instituted under Sections 397 and 398 of the Companies Act, 1956.

2. For the sake of convenience and for easy reference, the parties are hitherto described as per their ranking in Company Petition No. 15 of 2008.

3. Heard Mr. A.K. Mylsamy, learned Senior Counsel for the appellants and Mr. T.K. Seshadri, learned Senior Counsel appearing for the second respondent and perused the records.

4. The first petitioner Mekuba Petroleum India Private Limited [hereinafter, referred to as ‘Mekuba’], represented by its shareholders and directors, having an authorized capital of Rs.50 Lakhs consisting of 50,000 equity shares of Rs.100/-each, entered into a Foreign Collaboration Agreement on 02.6.1997 with the respondents 2 and 6, viz., Wynn’s Belgium NV and one Paul Middel from Dubai respectively, agreeing to incorporate the first respondent company Wynn’s Mekuba India Private Limited [hitherto called 'Company'] and accordingly, it was incorporated on 24.6.1997 in accordance with the Foreign Collaboration Agreement. The authorized capital of the first respondent company is Rs.35 Lakhs. Under the Foreign Collaboration Agreement, which is marked as Annexure – D, the parties agreed to set up a Joint Venture Company to manufacture and market a wide range of additives for automotive oils and fuels, viscosity improvers, anti-knock preparations for gasoline and diesel engines, emission control products and anticorrosion preparations for automobiles and other engines and also provision of associated and incidental services.

5. As per the Foreign Collaboration Agreement, the second respondent Wynn’s Belgium holds 51% equity shares while the petitioner and sixth respondent Paul Middel [for short, ‘Paul’] having 40% and 9% respectively. It was further agreed as per the FCA that the Board of the Company shall initially have 4 Directors and not more than 7 Directors shall be appointed from Mekuba and Wynn’s Belgium in equal numbers in which the sixth respondent will be a Director.

6. The case of the petitioners, a subsidiary of Wynn’s Belgium, is that Mekuba, after the incorporation, at the time of commencing its direct sales in 1998, sought for a term loan of Rs.41 Lakhs from Wynn’s Belgium and accordingly, after obtaining necessary sanction from the Reserve Bank of India, Rs.41 Lakhs was disbursed on 29.8.1998, which has to be repaid on 31.01.2005. While so, during December 2004, the third respondent Wynn Oil Company, the Holding Company of Wynn’s Belgium, was taken over by the fourth respondent Illinois Tool Works Inc., USA, and as such there was a change in the management of Wynn Oil Company. After change of management of Wynn Oil Company, Holding Company of Wynn’s Belgium which is entitled to have equal representation on the Board of the Company, as the major shareholder, it directed to change M/s Sundaresan & Subramanian, Chennai, statutory auditor of the Company. Accordingly, the petitioners and the Company agreed for the change of auditors and appointed M/s Deloitte, Hashkins and Sells [hereinafter, called ‘Deloitte’] as statutory auditors of the Company for the year 1996-2007. That being so, on 28.01.2007, in a meeting, the President of ITW Performance Polymers International, which controls the business of Wynn Oil Company and the representatives of ITW, U.K. and India decided to terminate the Foreign Collaboration Agreement and not to use the trade name Wynn’s expressing their desire to take possession of the moulds and inventory.

7. It is also the case of the petitioners that from February 2007, Wynn’s Belgium stopped shipping fuel, machines, raw materials and also the other requirements sought for by them. Further, on 19.02.2007, Wynn’s Belgium issued a counsel notice under Section 434 of the Companies Act, 1956