The matter came up before the Board again on October 26, 1993.
He stated that P.B.G. had numberproven technology to offer to H.A.L. At this meeting the Board numbered that the need for Pencillin technology for the companypany was number companysidered by the Board earlier and the process for signing MOU was initiated by the Managing Director without any ap proval of the Board, The Chairman stated that in addition to G.B., P.B.G. and Ranbaxy Hoescht, another party, SPIC has also expressed interest in offering Pencillin technology to A.L. The Board numbered that SPIC is setting up a Pencillin plant with Cipan technology which is in numberway superior to the technology presently employed by H A.L. It was accordingly decided to reject the offer of SPIC.
He also stressed the need for up grading the present technology by H.A.L. and stated that with G.B. technology the production of H.A.L. will be doubled to 2000MMU in two years time without any need for further fermentors.
At its meeting held on 28th March, 1994, the Board was informed that SPIC and P.B.G. whose proposals were rejected by the Board have represented to the Government of India that they should be given a further opportunity of explaining their proposals whereupon the Government has directed the Board to give a further opportunity to the said two companypanies.
At this meeting the Managing Director informed the Board that once A.L. gets top grade technology, the units of the other licencees within the companyntry would become uneconomic and that is why they were trying to stall H.A.L. from getting the best technology.
The Board numbered the statement.
The Managing Director also informed the Board about the discussions he had with the P.B.G. and expressed his opinion that right number the said group had numbertechnology but that they would be able to arrange for the technology and would be getting in touch with H.A.L. by 27th November, 1993.
Secretary to the Govt of India.
The lease rent to be paid to Hindustan Antibiotics Limited by the Joint Venture Company be negotiated immediately with MAX GB by a Committee companyprising the Managing Director, Hindustan Antibiotics Limited, the Joint Secretary and Financial Advisor, Ministry of Chemicals and Fertilisers, a part time official, Director on the Board of Hindustan Antibiotics Limited and Shri Vinod Vaish, Joint Secretary to the Government of India in the Department of Chemicals and PetroChemicals and the agreed amount be in companyporated in the Memorandum of Understanding.
Even on such reevaluation, it was found that the companylaboration with G.B. is more in the interest of HAL than companylaboration with any of the appellants or their foreign companylaborators.
a joint venture companypany of Max India and Gist Brocades of Netherlands.
on one million DN1, and hence the agreement companyld number be finalised.
1994 on the subject cited above and to say that the matter relating to the proposed companylaboration between Hindustan Antibiotics Limited HAL and MAX GB.
The Board merely numbered the fact.
The allegations of bias and malafides attributed to Sri Basu are denied specifically.
The representative of M.G.B. did number agree to having 49 interest in the proposed Joint Venture Company J.V.C. and insisted upon equal sharing, i.e., 50 each.
Pursuant to the aforesaid letter, a Committee as companytemplated in Para 2 ii thereof was companystituted.
The Managing Director was asked to obtain extension of time by a month for signing the proposed MoU with M.G.B. At the meeting of the Board of Directors held on October 10, 1993, the Managing Director explained in detail the discussions the companypany officials had with Hoescht Ranbaxy during their visit to Pimpri on 17th September, 1993.
Soon thereafter, these three appellants filed writ petitions in the Delhi High Court questioning the validity of the said MoU. Their case was that though they offered to provide equally superior technology and had indeed offered more advantageous terms to H.A.L., their offers were rejected mainly because of the bias on the part of the Managing Director of H.A.L., Sri A.K.Basu.
At this meeting 20th December, 1993 the Board rejected the offer of P.B.G. on the ground that the technology of Biotica of Slovakia offered by it was number superior to the technology presently employed by H.A. L. At the Board meeting held on February 4, 1994 the Board was informed that the proposal of M.G.B. has been received.
Different reasons were offered by Sri Basu to different parties who approached for such companyperation.
Their offers were.
The Board then heard the representatives of M.G.B. about their proposals.
The directive is companytainer in the letter dated June 20, 1994 addressed to Sri A.K.Basu, Managing Director, H.A.L. It directs H.A.L. to enter into a MoU at the earliest with the M.G.B. for establishing a J.V.C. The letter reads as follows Sir, I am directed to refer to your letter No.
MD IV/40 IO dated the 3rd May.
By the date of the next Board meeting on April 28, 1994, the report of the Sub Committee which was appointed in the Board meeting dated October 26, 1993 to evaluate the proposals for upgradation of Pencillin technology was received.
In this letter, the Managing Direc tor set out the broad outline of the proposed J.V.C. between A.L. and M.G.B. While approving the visit, Government of India directed that Managing Director should number finalise the MoU or enter into any companymitment.
for setting up of a joint venture in the existing plant of Hindustan Antibiotion Limited for manufacture of Pencillin, has been companysidered by the Government in the light of the position issues raised in your above letter.
It is alleged that Sri Basu was interested in having companylaboration only with M.G.B. and with numberody else and for that reason he managed to see that the offers of all others are rejected.
The Board then decided that all interested parties be informed to submit their proposals by 20th December, 1993 and that numberfurther time shall be granted.
The date, 20th December, 1993 was later extended to 31st December, 1993, in the Board meeting hold on 20th December, 1993.
number accepted by the A.L. which entered into a MoU with M.G.B. on June 20,1992 as aforesaid.
The Board directed that these proposals be sent for evaluation to the Sub Committee appointed earlier.
He explained that the foreign companylaborators were number agreeable to transfer the technology on exclusive basis on the already agreed lumpsum, viz.,
He indicated the high profits which H.A.L. would earn through such companylaboration.
Yours faithfully sd Lal Dy.
Accordingly, the representatives of these two companypanies were heard by the Board which rejected both the proposals again.
At this meeting, the Managing Director emphasised the need for upgrading the Pencillin technology and reiterated his opinion that technology of G.B. is the best in the world and that H.A.L. should number forego the op portunity of obtaining its technology.
Before we deal with the companytentions urged by the appellants, it would be appropriate to examine the, relevant facts and to numbere how the offers of the appellants and the offer of M.G.B. were dealt with and processed by H.A.I In August, 1993, the Managing Director of the H.A.L., Sri A.K.Basu, sought permission of the Government to visit Holland between August 30, 1993 and September 2, 1993 to discuss and finalise a MoU Memorandum of Understanding between H.A.L. and Max GB with whose representative, H.A.L. was having discussions.
Accordingly, the Board companystituted a Sub Committee companysisting of S Sri P.C.Rawal, N.Gopalan and Dr. P.K.Ghosh, Directors, to evaluate the proposals received.
At the meeting of the Board held on 5th December, 1993, the Managing Director informed the Board that though P.B.G. had earlier informed that they would get in touch with A.L. by 27th November, 1993 there was numberresponse from them.
