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TMI Blog2018 (11) TMI 775X X X X Extracts X X X X X X X X Extracts X X X X ..... f present petition before the erstwhile Company Law Board is found in time and in compliance of sub-section (4) of Section 58 and therefore the preliminary objection raised by the respondent company is found not sustainable. This point is answered accordingly. Admittedly 254 shares were registered in the name of the petitioner company by transferring the shares from two individuals at a time the petitioner company was doing business competing with the respondent. However, till date the respondent has not raised a contention that the petitioner tried to block any one of its resolutions or interfered its freedom to do the business for which it was constituted. In the said background the contention that group companies of the shareholders of the petitioner are doing very same business and hence it would defeat the interest of the respondent is found devoid of any merit. Upon the said reasons, it appears to me that the question of lifting of corporate veil doesn't arise in the peculiar nature and circumstances of the case in hand. The respondent failed in proving that petitioner's shareholder companies are doing competent business with the respondent company. Being found that the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Respondent Company. 2. Briefly, stating the facts as follows:- (a) The Petitioner is a company incorporated under the provisions of the Companies Act, 1956 mostly into the business of architectural engineering and construction. The Respondent Company was originally incorporated under the Companies Act, 1913. It was converted into a public limited company in the year 1961. The Respondent Company is mostly into the business of architectural engineering and construction and is a government company where 51.01 % of the shares are held by the Government of West Bengal. (b) The Petitioner was incorporated pursuant to a certificate of incorporation and is also a registered holder and absolute owner of 254 equity shares of ₹ 3500 each, all fully paid up or 28.54% of the total issued, subscribed and paid up share capital of the Respondent Company. The Petitioner, who is a shareholder and/or member of the Company and a bona fide purchaser of 100 shares in the Company from one Mr. Sankar Naik, was entitled to be recorded as a member in the Register of Member of the Respondent Company. After the issuance of such shares, the Petitioner had lodged the original share certificates i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ndent from dealing with and/or disposing of and/or encumbering or transferring in any manner the said 100 shares of the Company to any person or entity, save and except for the purpose of recording and registering the name of the Petitioner. 3. It is understood from the facts that the Respondent Company had not been acknowledging the shares of the Petitioner Company. Hence the present application has been filed under Section 111 of the Companies Act, 1956; 58 and 59 of the 2013 Act seeking reliefs as against the acts of the Respondent. 4. Reply Affidavit filed by the petitioner to the Supplementary Affidavit filed by the Respondent contending in brief is the following:- (a) The petitioner company has two shareholders, namely, (i) MKJ Enterprises Limited - 59.45% and (ii) Keventer Capital Limited- 40.55%. (b) The petitioner contends that neither the petitioner nor the controlling shareholding companies of the petitioner are in any way connected or engaged in construction and/or development of infrastructure or other real estate projects. Hence, according to the petitioner the ground sought to be taken by the respondent to deny registration of additional shares is not ten ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ied and disputed the contention raised by the respondent in the reply affidavit other than the contention admitted in the rejoinder. The petitioner contends that there is no question of the acquisition being in violation of the SEBI Act or its Take Over Regulations since the said Act has no application to the Respondent Company as the shares of the company are not listed. In view of the matter, the said acquisition cannot and will not change the control of the respondent company as in spite of such acquisition and even after registration of said transfer, it will continue to remain a Government Company. The contention that the Company is running at a loss is insignificant for the purpose of adjudication of the issue in the present proceeding. It is also irrelevant as to whether petitioner is controlled by MKJ Group or that the business of the Company and the business of MKJ Group are similar. (b) It is incorrect to say that by purchase of 100 equity shares of the Company, the intention of the petitioner is to take over the control of the respondent or that the action of the petitioner is contrary to the corporate law or regulations framed there under as alleged. It is incorrect ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tructure and development. It is also denied that the shareholders of the petitioner are presently undertaking six major civil construction projects. It is denied and disputed that the petitioner is controlled by such shareholders who are in competing business or who shall through the petitioner interfere with the affairs of the respondent as alleged. (b) Further, the respondent has not been able to make out any ground which can be urged to be a sufficient cause for refusing registration of shares and that the purported grounds urged by the respondent of conflict of interest is misleading, untenable, frivolous and it appears that the respondent company is refusing to transfer of shares because of racial bias which is impermissible in law. 7. The Respondent filed Reply Affidavit contending in brief, is the following:- (a) The person, namely Supratim Ghosh in the Respondent Company working in the capacity of Manager (Accounts) makes the following averments: (i) That, the petitioner company's action had been contrary to the SEBI Act and it's Regulations; (ii) That, the petitioner is running at a loss as evident from the Balance Sheet for the year 2013-14. (i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ad alleged that their rights would be violated if no interim injunctions are passed, which according to the respondents are not required to be passed as there is no violation of the rights of the petitioner rather the promoters/shareholders of the petitioner shall be benefited since they would be in a position to prevent any resolution with regard to any development works being passed, in the event the same is contrary to the interest of such promoters who are also competent to run the business of the respondent. Based on such facts the application made by the petitioner needs to be dismissed. 9. Supplementary reply Affidavit filed by the Respondent contending in brief, is the following:- (a) The Petitioner Company is owned and controlled by one MKJ Group , a company which runs a competing business similar to that of the respondent. The petitioner already holds 254 shares. The petitioner furthermore had purchased 100 shares from Shankar Nayak with the advances made by the MKJ group . Thus, once the 100 shares are registered transferring the shares in the Register of Members, it will give the petitioner a total 354 shares, while the government of Bengal holds 454 shares with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... has purposely suppressed the facts about the shareholding pattern of the petitioner Company. The Company was incorporated by Indrajit Sarkar and Ashoka Das Chowdhury, the two original shareholders of the respondent Company on 7th December, 2011. In January 2012 they applied for transfer of the shares in favour of the petitioner Company, which was allowed considering the fact neither the said two shareholders nor the said Company was in any business which may jeopardize the interest of the respondent Company. MKJ Enterprises Ltd. Keventer Capital Ltd. (Formerly Priya Healthcare Private Ltd.) immediately after the transfer of shares in 2012 in favour of the petitioner Company, was made to make an entry into the Company in a calculated manner through the back door. The entire episode of formation of the petitioner Company by the said Indrajit Sarkar and Ashoka Das Chowdhury, transfer of their shares into the petitioner Company, investment of ₹ 11.66 crores by the present shareholders prior to March 2012 in a Company formed in December 2011, having a net share capital of ₹ 1 lakh only, together with a negative income clearly demonstrate that the same has been done decept ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... abroad at a very high price and the same is now under enforcement probe. (d) The respondent carries out various Government work as project management and consultant, wherein the entire cost of work is transferred to it. The respondent is privy to several information as a nodal agency for carrying out Government infrastructural tenders and preparing detailed project reports for Government to ascertain the cost of works, which information, if available to any prospective bidder would cost unjust and illegal advantage. In the event such advantage is allowed to be received, such basics of the Company as a nodal agency would be prejudicially affected other than affecting a fair tender process for the public at large. Upon the aforesaid contentions, the respondent prays for dismissal of the petition with cost. 12. Heard Ld Sr. Counsels Mr. Abhraji Mitra, Mr. Ratanko Banerji and the Ld. Counsel Mr. D. N. Sharma for the petitioners and Ld Sr. Counsel Mr. P.C. Sen and the Ld. Counsel Mr. Raj Ratan Sen for the Respondent. Perused the records, notes of arguments and the citations referred to on both sides. 13. Upon hearing the arguments and considering the contentions on both sides ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ved by the petitioner Company nor any step has been taken by the respondent company to record the name of the said company as its shareholder of such 100 shares. A reminder letter was issued on 25.08.2014 to the respondent Company to re-look into the matter which was duly acknowledged by the Respondent Company, but the Respondent Company did not respond. Despite repeated reminder, the Respondent Company did not register the transfer in the name of the petitioner nor refused the transfer and, therefore, a legal notice has been issued to the respondent Company on 11.09.2014 demanding to take immediate steps to register and record the name of the petitioner Company. Despite the receipt of the legal notice, the respondent Company did not effect the transfer as demanded nor refused, thereby the Petitioner filed this Company Petition before the erstwhile Company Law Board on 29.09.2014. 17. Company Law Board, Kolkata Bench, vide order dated 16.09.2015 allowed the petition and directed the respondent Company to register the transfer of impugned 100 shares in the name of the petitioner Company within 10 days of the receipt of the order and to make suitable entries in the Register of Com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... this Court. We direct the Tribunal to pass orders expeditiously since the appeal is of the year of 2014. The appeals are disposed of accordingly. 19. The respondent Company seriously contested this case. Respondent Company/ Mackintosh Burn Limited was originally incorporated under the Companies Act, 1913. It was converted into a public limited company in the year 1961. According to the respondent, it is a profit making company engaged in the business of building and undertaking similar contracts. It is a state owned Company enjoying the benefit of direct allotment of civil work of the state of West Bengal without participating in tender, without security deposit. The respondent contends that the petitioner company was in competing business with respondent upon acquisition of shares of the petitioner company by MKJ Group. Though several grounds were raised in the reply affidavit, supplementary affidavit and in the reply to the rejoinder filed by the respondent, the Ld. Sr. Counsel for the respondent at the time of argument limited his arguments to the following grounds for the refusal of transfer of shares in the name of the petitioner: (a) Premature application by petition ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... red. However, the petitioner on receipt of the application returned back to the petitioner, issued legal notice on 09/06/2014 and again sent application with original share certificates to the respondent on 02/07/2014 which has been received by the respondent. But the respondent did not pass a Resolution nor communicated order of refusal or acceptance and thereby the petitioner filed this petition on 29/09/2014. In the above said facts and circumstances an application for transfer of shares being evidently sent to the respondent along with the transfer application of shares on 02/07/2014 and that the respondent company did not refuse nor send any intimation as provided under sub-section (4) of Section 58 of the Companies Act, 2013, filing of present petition before the erstwhile Company Law Board is found in time and in compliance of sub-section (4) of Section 58 and therefore the preliminary objection raised by the respondent company is found not sustainable. This point is answered accordingly. 22. The Point No. (ii) 23. The next contention on the side of the respondent is that the purported purchase of 100 equity shares of the company is with an intention to take over the c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e registration of transfer of additional 100 shares purchased by the petitioner. They stressed to rely upon Article 44 of the Articles of Association, which reads as follows:- The directors may, without assigning any reason, decline to register any transfer of shares upon which the company has a lien, and in case of shares not fully paid up, may refuse to register transfer to a transferee of whom they do not approve. 26. Here in the instant case there was no Board Resolution refusing the transfer of shares. The reason highlighted by the respondent company in the reply affidavit as well as in the supplementary affidavit filed by the respondent is that one of the group companies of the petitioner company who is controlling the petitioner company may disrupt the management of the respondent company if the shares asked for transfer is transferred in favour of the petitioner. No argument was advanced as to the power of the Board of Directors in declining the transfer referring to Article 44. What is argued is that the Tribunal is bound to consider the issues framed by the Hon'ble Supreme Court in the order of remand that whether the conflict of interest falls in the sufficie ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . The above said findings indicates that this Tribunal is bound to answer those points which the CLB omitted to consider, of course untrammelled by the observations of the Hon'ble Supreme Court and orders of the High court and the CLB. 29. Since Hon'ble Supreme Court has held that conflict of interest can be a sufficient cause for refusal of transfer of shares, the question is whether the shareholders of the petitioner company are doing competent business with the respondent? The respondent contends that MKJ Group, who has got majority shareholding of the petitioner's company, is doing the very same business of the respondent company, and that it is carrying on business like architect, surveyor and contractor and is doing competing business with the respondent and therefore transfer of shares, if allowed, it would enrich MKJ group to the detriment of interest of the respondent company and its shareholders. The petitioner has denied the allegations that its shareholders are doing the very same business of the respondent company. Reply to the rejoinder has been filed by the respondent denying the contentions of the petitioner that its shareholders are not carrying simi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... development and infrastructural activities and that it is not correct to say that the said Keventer Capital Ltd. is an NBFC company as alleged by the petitioner. To highlight the said contentions of the respondent, Ld. Sr. Counsel for the respondent relied upon the copies of documents in Annexure 'X' allegedly downloaded from the website of Joint Venture Companies allegedly belonging to the group companies of MKJ Enterprise and Keventer Capital Ltd. 32. Before coming to Annexure X, it is significant to note here that when the transfer of 254 shares of the respondent companies was effected in the name of the petitioner company, the petitioner company was engaged in the business of construction, building, design, erection and other related activities. Annexure P-2 annexed to the petition is the Memorandum and Article of Association (In short MOA). As per the MOA, the very object of constitution of the petitioner company is for doing business referred to above. This fact is nowhere challenged by the respondent. On the other hand, MKJ Enterprises Ltd and Keventer Capitals Ltd. were constituted for not doing business similar to the business run by the respondent. As per the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n competing business and if the transfer is registered, a conflict of interest will occur and therefore the respondent has every right to refuse transfer. 34. The Ld. Sr. Counsel for the respondent stressed Annexure X to prove that both the shareholders of the petitioner company are engaged in construction or development of infrastructure or a real estate project and brought to my notice six major civil construction project allegedly being carried on by MKJ Group and Keventer Capital Ltd. Some of the projects allegedly being carried on by the group companies that he highlighted, are 88 East, in association with Tata Housing, Keventer Cross Winds, Keventer the North, Keventer Rishra, Keventer Westwind and Urbana. According to him, the aggregate sale value of the said projects are more than ₹ 1,000 Crores and project Urbana is facing a CID enquiry. So, also referring to balance sheet of Keventer Capital Ltd. and MKJ Enterprise annexed with the petitioner's supplementary affidavit, it is submitted that MKJ Enterprise Ltd and Keventer Capital Ltd. had invested in various real estate and infrastructure company and according to the Ld. Sr. Counsel for the respondent, it is a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ndent company. The list of name of architects and contractors as shown in the reply to rejoinder is an attempt to prove that they are the architects or contractors for the projects of the associated companies of petitioner's shareholders. So also they have denied that the petitioner is in any way involved in the business of Metro Dairy so as to acquire shares of the Government in Metro Dairy. To disprove the said contention of the petitioner here in this case, there is no supporting proof other than the disputed Annexure 'X'. 37. Annexure X, if screened in detail, it also not helpful to prove the contention on the side of the respondent that the petitioner's shareholders have controlling stake in the companies referred to in the Annexure X. Annexure X refers to a company by name MKJ Developers. A reference to the details of the said company, it is understood that the MKJ Developers' directors are Pallab Kumar Ghatak, Mahendra Kumar Jalan and Shashi Prabha Jalan. However, the object of the company for which it has been incorporated was not found on the page 23 of Annexure X. Mahendra Kumar Jalan and Shashi Prabha Jalan are the controlling shareholders of MKJ E ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es, etc guaranteed by companies, or securities guaranteed by government bodies, etc . 39. Truly the above said objects reveals that it is engaged in the similar business of the respondent. However as I stated above what is the controlling stake in it by the shareholders of petitioner company no proof produced. The list of shareholders produced at a later stage also not proves the contention on the side of the respondent that the shareholders of petitioner is having controlling stake in the said company. 40. Another company name referred to in Annexure X on page 25 is Century Nirman Private Limited. Its Directors are Kailash Chandra Joshi and Shyam Sunder Singhania. None of the directors of MKJ and Keventer are found in the name of the directors shown as the directors of Century Nirman Private Ltd. What is relied upon is the E-mail ID- [email protected], for strengthening that the said company is a joint venture company of MKJ Group. I am afraid, by simply relying upon the e-mail address of a company, can I hold a finding that it is a group company of MKJ Enterprises Ltd. I cannot. An e-mail ID cannot be taken as the proof to prove that MKJ and Keventer are group companies ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hwetaank Nigam. None of the shareholders of MKJ have found a place in the list of directors of the said company. Whether they are the shareholders having controlling stakes in the said company here in this case, no proof. 43. Next company referred to is Mantu Housing Projects Ltd. The information regarding the directors and the company's activities is not at all revealed from the documents relied upon on page 30 of Annexure X.The copy of MOA seen produced to prove its objects. Truly its objects also shows it was incorporated for doing construction and architecture business in the same line of business of the respondent. So also the list of shareholders produced on the side of the respondent shows that MKJ Enterprises Ltd. is holding 24% of shares in the said company. So what I understood is that Mantu Housing Projects Ltd. is an associated company of MKJ Enterprises Ltd. as defined under section 2(6) of the Companies Act, 2013. 44. Next company referred to is Madanlal Limited. Page 31 of the Annexure X indicates that Madanlal Limited is a member company of MKJ Group and Keventer Group of companies and that it is engaged in purchase and sale of securities and real estate, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . However, no details are available in it so as to rely upon the contentions of the respondents. So it will not be helpful to the respondent. 49. Next company referred to is Keventer Westwind. The details as shown on Page No.38 read as follows:- Located in Garia, Kolkata. Westwind is a premium housing project launched by Keventer Group. The project offers Apartment in 2, 3 BHK configurations available from 1163 sqft. to 1211 sqft. The project is a completed project and possession in Dec. 11. Westwind has many amenities, such as, Swimming Pool, Landscaped Gardens, Maintenance Staff, Community Hall etc. Whether the said project was constructed and designed by the company itself or whether the company is selling a developed project by engaging contractors as contended by the respondent is not certain from the above said details. So also though it is named as group companies of Keventer, its connection with Keventer Capitals Ltd. cannot be inferred only because of similarity in the name of one of the petitioner's shareholder company. 50. The respondent also referred to Keventer Westwind, Jadavpur, Kolkata South on page 39 of Annexure X. No details seem to be availab ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e petitioner. * 15 company names referred to in Annexure X are not at all an associate companies of the shareholders of petitioner except Mantu Housing Projects Pvt. Ltd. * In Mantu Housing Projects Pvt. Ltd. the shareholders of petitioner has no controlling stake as alleged. * The list of shareholders [MGT-7, list of common directors and List of Shareholders of various holding and associate companies of MKJ Enterprises Limited and Keventer Capital Limited.] produced on the last day of hearing only proves one company referred to by the respondent is an associated company of MKJ Enterprises Ltd. 54. At this juncture citing New Horizons Ltd. v. Union of India [1998] 15 SCL 148 (SC) and State of U.P. v. Renusagar Power Co. [1988] 4 SCC 59 Ld. Sr. Counsel for the respondent submits that this Tribunal has to lift the corporate veil to hold that the companies referred to in Annexure 'X' annexed to the reply affidavit are the shareholder's companies of the petitioner and has to hold that the petitioner's shareholders are engaged in the very same kind of business as that of the business of the respondent company. According to him the proposition laid down in the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the tender. NHL is a joint venture company who claimed in the tender that its shareholder companies, namely, TPI, LMI, and, WML as well as IIPL are experienced in compiling, printing, and in other work experiences to meet the requirements stipulated in the tender, and therefore, NHL is qualified as per the tender requirements. The Hon'ble Supreme Court has observed that experience of the shareholder companies of NHL had to be taken into consideration and found that experience of joint venture companies being not taken into consideration by the Department of Telecommunication, the order of acceptance of tender was set aside by lifting of the corporate veil. 58. In the given case the facts are entirely different. In Renusagar Power Co. case, Hindalco is the holding company of Renusagar Power Co. In the said case holding company and subsidiary companies is considered as one concern for the purpose of lifting of the veil. In NHL case the group companies are found joint venture companies of NHL. Para 7 of the said judgement gives details about the nature of constitution of the joint venture companies relied upon by the Hon'ble Supreme Court. It read as follows:- NHL is a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a number of important respects, the legislature has rent the veil woven by Salomon case. Particularly this is so, says Gower, in the sphere of taxation and in the steps which have been taken towards the recognition of the enterprise entity rather than corporate entity. It is significant, however, that according to Gower the courts have only construed the statutes as cracking open and corporate shell when compelled to do so by the clear words of the statute - indeed they have gone out of their way to avoid this construction whenever possible. Thus, at present the judicial approach in cracking open the corporate shell is somewhat cautious and circumspect. It is only when the legislative provision justifies the adoption of such a course that the veil has been lifted. In exceptional cases where the courts have felt themselves able to ignore the corporate entity and to treat the individual shareholder as liable for its acts the same course has been adopted. Summarising his conclusions, Cower has classified seven categories of cases where the veil of corporate body has been lifted. But it would not be possible to evolve a rational, consistent and inflexible principle which can be in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent cause as laid down by the Hon'ble Supreme Court in the appeal preferred by the respondent company. This point is answered accordingly. 64. Point No (iii) 65. The next contention on the side of the respondent is that the transfer of shares is deceptive and mala fide in the background of the Respondent is also found not sustainable under law. In order to substantiate the respondent's contention that transfer of shares is deceptive and mala fide, the Ld. Sr Counsel for the respondent stressed two contentions. Firstly, it is contended that there is no bona fide interest in investing in the Respondent Company and that the intention of the Petitioner is to have back door entry. Secondly, it is contended that the Petitioner Company's shareholder, MKJ Enterprises holding 59.45% of its shares is carrying on business as trade in telecasting products and also doing some investments in real estate. However, its profit from real estate investment is less than 1 % of the total revenue generated by the said MKJ Enterprises which can be learnt from the Memorandum of Association of MKJ Enterprises and that the Keventer Capital Private Limited, who purchased 40.44% shares is a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d on the side of the Respondent that since the Petitioner Company's shareholders are doing the same business as the Respondent Company, the Petitioner Company acquiring shares beyond 254 shares which they already held, open window for getting the control of the Respondent Company and it would affect the confidentiality of the decision to be taken in the Board of Directors. It is submitted on the side of the Respondent that the Respondent undertaking civil works of the Government and preparing detailed project reports of civil works of various Government work and providing project management and consultancy, the Board of Directors of the Respondent Company has to determine the cost of work which is to be transferred to the Respondent and in order to carry out direct Government work, it is to invite tenders from sub-contractors and in such a case, if any outsider is in the Board of Directors, the confidentiality in the preparation of cost and expense of the tender forms will loss. The Petitioner Company doing the very same kind of business, revealing of such data would cause prejudice in undertaking with the Government works by the Respondent Company as well as in accepting the t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tiate sale, the respondent may agree for which the petitioner never agreed. According to the petitioner, they are entitled to get market value which would exceed 60 crores as on today. Respondent does admit that its market value is high and it is why it showed interest to negotiate. So investment of shares cannot be rated on the basis of its profitability by comparing the bank's simple interest on savings bank investment. Its value may go high or come down depending on the marketability of shares. So on investment point certainly it is a good investment especially in a government company. 71. The contention that by increasing the shares from 254, the petitioner may try to interfere the decision making supremacy of the respondent and that if it is increased, the secrecy and confidentiality of tender process would badly be affected and that it may open the door to the petitioner to take control of the respondent company, also have no legal force. Those contentions are only unfounded imaginations of the respondent. Such a circumstance never would occur on increasing the shares from 254 to 354 shares (254+100) because Government of West Bengal is the majority shareholder of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... KJ Enterprises Ltd. and Keventer Capital Ltd. jointly acquired 100% of the shares of the petitioner company, the object of the company for which it was constituted was not changed. The MOA of the petitioner company and the shareholder's companies prove undoubtedly that the business object with which those companies were constituted are not similar to the objectives of the respondent company. The shareholder's company of the petitioner, as per the MOA, was neither engaged in appointing contractors for developing the alleged projects nor was doing infrastructure business like the business found engaged by the respondent company. The projects highlighted on the side of the respondent are in no way directly or indirectly engaged by the shareholders of the petitioner. Having minority stakes in one associated company and other companies by the shareholders of the petitioner referred to by the respondent is no ground to hold that shareholders company of the petitioner is doing competent business with the respondent. So also there is no question of conflict of interest with the reason being that neither in the past or present the petitioner shareholders are in competing business wi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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