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Issues Involved:
1. Jurisdiction of the Company Law Board (CLB) in light of the Supreme Court judgment in Oil & Natural Gas Commission v. CCE. 2. Prohibition under Section 153 of the Companies Act, 1956 regarding the registration of a trust as a member. 3. Entitlement of NTPC and PGCI to adjust amounts due against bonds towards dues from Canara Bank. Issue-wise Detailed Analysis: 1. Jurisdiction of the Company Law Board (CLB): The appellants contended that the disputes should have been referred to the High Powered Committee of Secretaries as per the Supreme Court's decision in Oil & Natural Gas Commission v. CCE, since Canara Bank, a public sector corporation, filed the petitions. The Board held that Canara Bank filed the petitions in a representative capacity as a trustee of the mutual fund, not in its individual capacity, thus the real litigation was between the mutual fund and NTPC/PGCI, not between two public sector undertakings. Consequently, the Board proceeded with the petitions without referring them to the Committee. 2. Prohibition under Section 153 of the Companies Act, 1956: The appellants argued that under Section 153 of the Act, a trust could not be registered as a member in the register of members maintained by NTPC/PGCI. The Board acknowledged that while the real owner of the bonds was the mutual fund, Section 153 prohibited recognizing the mutual fund as the owner in the register. Despite this, the Board directed NTPC to pay the redemption amount along with interest directly to the mutual fund, applying principles of equity. For 14% bonds, the Board ordered registration in the name of Canara Bank and directed NTPC to pay the redemption amount to the mutual fund after rectification. 3. Entitlement to Adjust Amounts Due: The appellants claimed the right to adjust the amounts due against the bonds towards dues from Canara Bank. The Board rejected this, stating that allowing such adjustments would result in a breach of trust, as the bonds were secured. The Board ordered NTPC to make payments without any adjustments for amounts claimed from Canfina, Canara Bank's subsidiary. Conclusion: The High Court referred the disputes to the High Powered Committee in line with the Supreme Court's directives in Oil & Natural Gas Commission's case, emphasizing the need to resolve disputes amicably to avoid litigation costs and save public funds. The court noted that Canara Bank had pervasive control over the mutual fund, implying that the mutual fund's affairs fell within the Committee's domain. The High Court did not address the Board's directions on payment and adjustments in detail but indicated that the directions might not be legally sound. The appeals were disposed of with no order as to costs, and the High Powered Committee was expected to resolve the disputes expeditiously.
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