MAHARASHTRA POWER DEVELOPMENT CORPN. LTD. v. DABHOL POWER CO.
2005-07-20
A.R.LAKSHMANAN, S.N.VARIAVA
body2005
DigiLaw.ai
ORDER 1. Learned counsel appearing for the petitioners in SLP (Civil) No. 15450 of 2004 applies for deletion of the names of Respondents 7 and 8 from the array of parties. The names of Respondents 7 and 8 are deleted at the risk of the petitioners. 2. Leave granted. 3. Heard parties at length prior to the summer vacation. 4. Parties now state that there has been an out-of-court settlement. Mr Venugopal states that he has instructions not to oppose an order in the following terms. 5. In view thereof, there will be an order in the following terms: "1. An overall out-of-court settlement has been arrived at and settlement agreement dated 1-7-200S between GE parties and MSEB parties (out of which MPDCL is the petitioner abovenamed) and settlement agreement dated 12-7-200S between Bechtel parties and MSEB parties (out of which MPDCL is the petitioner abovenamed) have been executed. 2. In terms of Schedule I-B of the settlement agreements, the following order is passed: 3. Ordered that the following share transfers be recorded by Respondent 1 Company (in SLPs Nos. 8489, 8886, 9009 and 9011 of 2004): (a) the transfer of 375,847,496 shares (equivalent to 10% of the total issued, subscribed and paid-up share capital) of Respondent 1 Company from CIPM to Newage Power Company Private Limited (the new shareholder of Respondent 1 Company); (b) the transfer of 375, 847,496 shares (equivalent to 10% of the a total issued, subscribed and paid-up share capital) of Respondent 1 Company from EEMC to Newage Power Company Private Limited (the new shareholder of Respondent I Company); (c) the transfer of 2,475,041,932 shares (equivalent to 65.85% of the total issued, subscribed and paid-up capital) of Respondent 1 b Company from EMC to Newage Power Company Private Limited (the new shareholder of Respondent 1 Company) in accordance with the two settlement agreements dated 1-7-2005 and 12-7-2005 respectively. 4. It is ordered that all the resolutions passed at the meeting of the Board of Directors of Respondent I Company (in SLPs Nos. 8489, 8886, c 9009 and 9011 of 2004) held on 4-6-2004 are set aside as being null and void and further ordered that the petitioner is entitled to nominate two Directors on the Board of Respondent 1 Company (in SLPs Nos. 8489, 8886,9009 and 9011 of 2004). 5. It is ordered, as agreed, that Respondents 2, 3, 4 and 5 (in SLPs Nos.
8489, 8886,9009 and 9011 of 2004). 5. It is ordered, as agreed, that Respondents 2, 3, 4 and 5 (in SLPs Nos. 8489, 8886, 9009 and 9011 of 2004) have resigned as Directors of Respondent 1 Company (in SLPs Nos. 8489, 8886, 9009 and 9011 of 2004) and this be duly recorded by Respondent 1 Company and duly intimated in the relevant Form 32 by the advocates for Respondent 1 Company (in SLPs Nos. 8489,8886,9009 and 9011 of 2004) at Mumbai, namely AZB and Partners, Advocates, to the Registrar of Companies, Maharashtra, Mumbai. 6. Until all the shares referred to in clause 3(c) above are transferred to and in favour of Newage Power Company Private Limited, the Board of Directors of Respondent 1 Company is reconstituted and will comprise of (a) two Directors nominated by the petitioner (i.e. MPDCL); (b) two Directors nominated by Newage Power Company Private Limited (the new shareholder of Respondent I Company); and (c) two Directors nominated by the Indian Financial Institutions. 7. The authority and permission granted by the order dated 7-7-2003 passed by the Single Judge of the Bombay High Court in Company Appeals Nos. 9 and 10 of 2003 in Company Petition No. 45 of 2002 to Mr Phiroze Nagarwala and Ms Ruby Anand is hereby revoked. 8. The nominations of Respondents 5, 6, 7 and 8 (in SLPs Nos. 8489, 8886, 9009 and 9011 of 2004) to the Board of Directors of Respondent 1 Company, stand withdrawn and Respondent 1 Company do record the same. 9. The judgment and order dated 2-9-2003 passed by the Single Bench of the Bombay High Court in Company Appeals Nos. 9 and 10 of 2003 in Company Petition No. 45 of 2002 is set aside. 10. The judgment and order dated 31-3-2004 passed by the Division Bench of the Bombay High Court in Appeal No. 1067 of 2004 in Company Appeals Nos. 9 and 10 of 2003 in Company Petition No. 45 of 2002 is set aside. 11. In view of the above, Company Petition No. 45 of 2002 is disposed of accordingly. Civil appeals arising out of SLPs Nos. 8489, 8886, 9009, 9011 and 15450 of 2004 are disposed of in the aforesaid terms."