S. Balasubramanian, Chairman — The petitioner-DESCON holds 32.31 per cent. shares in the first respondent-company, viz., DPSCL. The second respondent-Andrew (AYCL) holds 7.12 per cent.; its group companies—respondents Nos. 3 and 4, collectively hold 8.08 per cent. shares and the financial institutions—respondents Nos. 5, 6 and 7, collectively hold 42.56 per cent. shares. Andrew had become a sick company and in the scheme framed by the BIFR for revival, one of the stipulations was that Andrew should disinvest its investments in other group companies. In view of this stipulation, Andrew has to disinvest its holding of 7.12 per cent. in DPSCL. Accordingly, it had initiated steps for disinvestment of these shares. The financial institutions and the third and fourth respondents holding shares have also joined in the exercise of disinvestment. Thus, the total percentage of shares that has come for disinvestment is 57.76 per cent. DESCON has challenged this proposed sale as oppressive to itself on various grounds and has filed this petition seeking for a direction to the company that without first offering the shares to DESCON, the shares should not be sold to anyone; that directions should be given to these respondents to sell their shares to DESCON at a fair price ; that there should be no change in the board of DPSCL without the consent of the petitioner and also for a declaration that all steps taken by these respondents so far for the sale of their shares are null and void.

2. When the petition was mentioned on November 4, 2008, certain interim reliefs were sought. Since the respondents were not present on that day, with the view to give them an opportunity of hearing before considering the interim reliefs, while adjourning the matter to November 18, 2008, I also directed maintenance of status quo with regard to shareholding and the board in the meanwhile. This order was taken on appeal before the Calcutta High Court which directed that the matter should be disposed of quickly. AYCL filed C.A. No. 597 of 2008 seeking for vacation of the order dated November 4, 2008. By an order dated December 3, 2008 (DESCON Ltd. v. DPSC Ltd. [2009] 149 Comp. Cas. 281 (CLB)), I disposed of the application with the direction that the disinvestment process could go on and that AYCL was free to finalise the bid subject to final order of this Board. I had also directed that Shri Radhakrishnan would continue to be the managing director as long as DESCON remained as the single largest shareholder. This order was also taken on appeal before the Calcutta High Court. While restoring C.A. No. 597 of 2008, the High Court also allowed the bidding process to go on stipulating therein that the bidding process would be subject to the final decision of this Board in the present proceeding. AYCL filed a special leave petition against this order and the Supreme Court could dispose of the special leave petition in the following terms : "Leave granted . . . Having heard learned counsel on both sides, we are directing that the bidding process will go on. In that process, respondent No. 1 will also make its bid . . . Before commencement of the bidding process, the advertisement will be modified by incorporating therein a clause giving particulars of the proceedings pending before the Company Law Board vide C.P. No. 16 (Kol.) of 2008 . . . Accordingly, we hereby modify the impugned order only to the limited extent of directing deletion of the following paragraph in the impugned order of the High Court : 'It is, however, made clear that if the disinvestment process continues and concluded as aforesaid, then the continuation or conclusion thereof will not confer any right on or create any equity in favour of the intended bidders or participants in any manner and the same will be subject to the order or decision of the Company Law Board in the pending proceedings'. . . 'We hereby direct the Company Law Board to expeditiously hear and dispose of C.P. No. 16 (Kol.) of