COMPANY LAW BOARD
KANTHI NARAHARI, J.
Tamil Nadu Water Investment Company Ltd. -Appellant
Versus
AIDQUA Holdings (Mauritius) Inc. -Respondent
C.A.No.45 of 2009 and CP No.18 of 2007
Decided On : 30-11-2009
S. Namasivayam, Sundaram,Ramanathan, Krishna Srinivasan
1. The present application is filed by the applicants/petitioners under Regulation 44 of CLB Regulations 1991 praying inter alia this Bench to direct the first and fourth respondent companies to disclose the details of the entity that owns the first respondent and the shares of the third respondent as a result of owning the first respondent, namely, its composition, constitution, etc. Shri Sundaram, learned Sr. Counsel leading the arguments on behalf of the applicants submitted the brief facts. He submitted that the respondent No.2 is the managing director of respondent No.5 and respondent No.5 has entered into an understanding with respondent No.1 to oversee its investments in respondent No.3 under the direction provided by respondent No.1 from time to time. He submitted the applicants came to know that the fourth respondent has sold and transferred his entire shareholding in the first respondent to an undisclosed investor, thereby indirectly transferring all the shares held by it in the third respondent company to the said investor, which in effect violates the provisions contained in the articles of association of the third respondent. The articles of association prevents any direct or indirect transfer of shares by any shareholder except as stated therein. The learned Sr. Counsel submitted that the applicant had filed CA 33 of 2009 in the above CP seeking a relief of declaration that the direct and or indirect sale transfer of shares by the fourth respondent in the first respondent is in violation of the provisions contained in the Articles of Association of the third respondent company and as such are void and unenforceable. During the hearing of the CA 33 of 2009 the first respondent confirmed that no shares of the third respondent company held by the first respondent has been transferred to any person or entity and that the first respondent continues to be the beneficial owner of all its shares held in the third respondent company. This Bench by its order dated 31.07.2009 recorded the statement made on behalf of the first respondent and as affirmed in paragraph 10 of their reply in the said CA and closed the CA 33/2009 with liberty to both parties to approach the Bench on the same cause of action in the event of any difficulty that may be faced in this regard. The learned Counsel submitted that the first respondent has still date refused to divulge the details of the entity that now owns its shares. Hence the applicants are constrained to file this application for seeking the relief from this Bench and directions to the first and fourth respondents to disclose the details of the entity that owns the first respondent.
2. Shri Krishna Srinivasan, learned Counsel appearing for the first respondent filed his counter and submitted that the present application is based on the same facts as in CA 33 of 2009 which was moved by the applicants. This Bench vide is order dated 31.07.2009 rejected the said application in view of the statement of the respondents. The relevant extract of the order dated 31.07.2009 is reproduced herein.
"However, with a view to ensure the paramount interest of the Company and considering the submission on behalf of the contesting parties and without prejudice to any of their contentions raised in the present proceedings it is ordered as under: (a) In the light of the categorical statement made on behalf of the first respondent that no shares of the third respondent Company held by the first respondent has been transferred to any person or entity and that the first respondent continues to be the beneficial owner as sell as the registered owner of all its shares held in the third respondent Company amounting to 27.89% of the total issued equity shares of the third respondent Company, as affirmed by the first respondent in para 10 of the reply filed before the Bench. C.A.No.33 of 2009 is closed. With liberty to both parties to approach the Bench, on the same, cause of action, in the event of any diffic