Pankaj Oswal and Radhika Oswal and their former business partner, Norwegian chemicals giant Yara International, have both claimed victories in the Supreme Court of Western Australia today, in a battle over the appointment of directors to Burrup Holdings.
The proceedings were to determine whether Mr and Mrs Oswal had the right to appoint directors to the board of the company, and whether those directors held voting rights.
The Oswal’s argument was they never lost the right to appoint directors of the company through a lengthy transaction that saw Mrs Oswal emerge with a 35 per cent stake in Burrup Holdings.
The Oswals had sought to appoint Burrup Fertilisers project director Ramesh Sodum to the board of Burrup Holdings in December.
Yara denied those claims, contending the rights to appoint directors did not arise at all, or at least without further steps that the Oswals “would not, or could not, and had not taken”.
Justice Kenneth Martin of the Supreme Court delivered his decision today on the matter, which was heard in June, saying the rights of the Oswals to appoint directors did not expire on September 19, 2008, as Yara had contended.
“Acquisitions by Pankaj and Radhika of their BHL shares cannot now be the subject of challenge by Yara,” Justice Martin’s judgement said.
“That horse has long since bolted.”
Pankaj and Radhika Oswal issued a statement today, saying the decision was “good news”.
“The judgement has upheld our rights as majority shareholders of BHL to control the board of BHL,” the statement said.
“In this regard the argument of Yara that Radhika and I had no ability to appoint directors of any significant influence on the board has been rejected by the judge as ‘commercially indigestible’.”
Mr Oswal said he and Radhika would be seeking reimbursement for their costs and will sue for damages over the legal case, which they said was “fanciful and unwarranted”
But Yara also claimed a win today, saying the implications of the lengthy judgement were that Mrs Oswal had no valid right to appoint a nominee director to the board and validated its actions to suspend Mr Oswal as managing director and appoint two new directors.
“This attempt to bring some regularity and stability to the management of the company was taken just prior to ANZ announcing that it would appoint receivers and managers to Burrup,” Yara said in a statement.
“Now, as then, Yara will continue to protect its rights and interests as a significant Burrup shareholder.
“It will also seek to ensure that the Burrup board acts in the interests of all shareholders.”
