JUDGMENT :

ARUN MISHRA, J.

1. The appeal arises out of the judgment dated 31.5.2013 passed by the High Court of Delhi, setting aside an order dated 31.1.2006 passed by the Company Law Board in Company Petition No.64/2005.

2. The backdrop facts indicate that the Government of India took a policy decision on 5.7.2002 to disinvest its shares in the Indian Tourism Development Corporation (in short, ‘the ITDC’) which owns various hotel properties; one of them being Indraprastha Hotel, formerly known as Hotel Ashok Yatri Niwas, (hereinafter referred to as “the hotel”).

3. In terms of an approved scheme of Arrangement of Demerger the hotel was transferred to the Respondent No.1 Hotel Queen Road Pvt. Ltd. (in short, ‘HQRL’) which was created as a Special Purpose Vehicle to enable disinvestment. The paid up capital of HQRL was Rs.90 lakhs comprising 9 lakh equity shares of Rs.10 each, of which the Government of India held 89.97% shares. Indian Hotels Co. Ltd. (IHCL) held 10% shares and the balance shares were held by the employees of hotels of ITDC under a Voluntary Retirement Scheme.

4. Pursuant to its decision to disinvest, the Government invited bids for sale of shares in HQRL. The appellant