COMPAGNIE DE LA BAIE DE ST AUGUSTIN v CORNELIUS FINANCE CO LTD &

ORS

2011 SCJ 111

RECORD NO: CO 65/09(m)

IN THE SUPREME COURT OF MAURITIUS

(COMMERCIAL DIVISION)

In the matter of:

Compagnie de La Baie de St Augustin

Applicant
v.

1. Cornelius Finance Co Ltd

2. Racinia Investments Co Ltd
3. Bourbon Axa Investment Fund Co Ltd
Respondents

In the presence of:

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1. The Financial Services Commission

2. The Registrar of Companies
3. International Securities Ltd
4. International Trustees Ltd
5. Groupe Bourbon
6. Assur Investissements
7. Agipi Innovation
8. Nouvelles Valeurs
9. AXA Initiatives
10. Caisse Regionale de Credit Agricole Mutuel de La
Reunion
11. Incus Value Corp
12. Vakraly
13. LGT Capital Partners
14. European Investment Bank
15. Promotion et Participation Pour La Cooperation
Economique (PROPARCO)
16. Matignon Developpement
17. Mr Jacques de Chateauvieux
18. Mr Albert Misrahi, c/o IFS, International Financial
Services Limited
19. Bourbon AXA Manager Co Ltd
20. AXA
21. AXA Private Equity
22. AXA Investment Managers Private Equity
23. International Financial Services Co. Ltd
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24. Jacques de Chateauvieux, c/o Bourbon

25. Dominique Sennequier, c/o Axa Investment
Managers Private Equity
26. Vincent Gombault, c/o Axa Investment Managers
Private Equity
27. Mr Olivier Decanniere, c/o Axa Investment
Managers Private Equity
28. Bourbon
29. Mr Dominique Guaillard, c/o Axa Investment
Managers Private Equity
30. Jaccar
31. Mr Philip Chung, c/o Axa Investment Managers
Private Equity
32. Mr Frank N’Guyen, c/o Axa Investment Managers
Private Equity
33. Mrs Lise Fauconnier, c/o Axa Investment Managers
Private Equity
34. Mrs Marie-Lys Hallope, c/o Axa Investment
Managers Private Equity
35. Mr Couldip Basanta Lala, c/o IFS, International
Financial Services Limited
36. Ms Rubina Toorawa, c/o IFS, International Financial
Services Limited
37. Mr Kapil Dev Joory, c/o IFS, International Financial
Services Limited
38. France Telecom SA

Co-Respondents

Ruling

The applicant is by way of motion with supporting affidavit applying for various
orders against the respondents and the co-respondents, including placing the third
respondent in receivership management and entrusting its affairs to a Receiver
Manager, and the appointment of a forensic auditor to investigate two named
transactions effected on behalf of the third respondent, Bourbon Axa Investment Fund
(BAIF). The application as appears ex-facie the motion paper and the supporting
affidavit includes an application for leave under section 170 of the Companies Act
2001 (the Act) to bring a derivative action in the name and on behalf of the
respondents.
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At this stage of the proceedings the respondents and some of the co-
respondents have raised preliminary objections to the present application, and more
particularly to the application for leave under section 170 of the Act.

BAIF is an investment fund set up under and in accordance with the laws of
Mauritius. The main promoters, or lead investors, of BAIF were at all material times co-
respondents Nos 20 and 28, AXA and BOURBON respectively. Other investors were
invited subsequently to join in BAIF, inter alia, co-respondent No. 14 - the European
Investment Bank (EIB), co-respondent No. 15 - Promotion et Participation pour La Co-
operation Economique (PROPACO), the latter being the subsidiary of the Agence
Française du Development, also called AFD, a French statutory financial institution
owned by the French State and managed by the French Government.

As appears from the affidavit of the applicant’s director, BAIF was set up for the
purpose of pooling funds together and making investments in the Indian Ocean Region.
In the ordinary course of the life of Investment Funds, after funds of investors are used
to invest in specific sectors of any particular jurisdiction, there always comes a time for
disinvestment, whereby the Investment Fund actually disinvests, in the hope of making
a profit, commonly known as “upside” or “surplus” on its initial investment. For
instance, if the funds were initially used to invest in a company by the purchase of
shares in that company, a disinvestment would consist in the Fund selling those
shares, in the hope of doing so at a price higher than the purchase price. The surplus
or upside, if any, is then distributed to the investors and shareholders of the Fund. The
setting up and management of such Investment Funds as the BAIF is strictly regulated
under the Laws of Mauritius in order to ensure that investors’ funds invested in the
Fund are properly managed in the investors’ interests and also ultimately in the best
interests of Mauritius as a financial center.

It is the applicant’s case that there have been serious malpractices in the course
of two major disinvestments effected on behalf of BAIF, such malpractices including:

(a) transactions involving self serving interests;

(b) fraudulent use of property; and
(c) carrying on business fraudulently, causing BAIF to suffer prejudice
estimated to exceed 15,000,000 Euros.
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As stated at the outset, various preliminary objections to the application have

been raised, by respondents and some of the co-respondents.

The respondents have raised three objections to the present application being
proceeded with, which are to the following effect:

1. that the failure of the applicant to seek leave prior to entering the application
which is made under section 170 of the Companies Act 2001 (the Act) is
fatal to the application;
2. that the applicant does not have locus standi because it does not satisfy the
requirements of the provisions of section 170 (1) of the Act;
3. that the application has been entered for a collateral purpose and therefore
constitutes an abuse of the process of the Court.

Furthermore, Learned Q.C. for the co-respondents Nos 6, 7, 8, 9, 13, 16, 22, 25,
29, 31, 32, 33 and 34 besides joining the respondents in the above objections has also
raised the question of jurisdiction, submitting inter alia that the application as styled
before the Supreme Court of Mauritius (Commercial Division) has been wrongly
entered; that it is before the Bankruptcy Division of the Supreme Court that the
application should have been commenced, and this Court cannot therefore proceed
with the hearing of the application for lack of jurisdiction.

Without the need to refer at this stage to the constitution and inter-relationship of
all the parties in the present proceedings, suffice it to say for the purpose of the
determination of the said objections, that it is the contention of the applicant that there
are ‘wrongdoers’ in control of BAIF who have caused transactions to be effected which
are against the interests of BAIF, its shareholders, and investors. The applicant has
made averments to the effect that those wrongdoers have engaged in transactions
which violate the laws of Mauritius as well as the statutory documentation of BAIF; that
there is an allegation of “an alarming suspicion of fraud in the said transactions which
were carried out in violation of the Companies Act 2001, the Financial Services
Development Act 2001 and the rules concerning Corporate Governance and Related-
Party transactions.”
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The applicant’s case is that the alleged suspicious transactions should be

investigated. Hence, its prayer in the main case, inter alia, for the appointment of a
forensic auditor to investigate the said transactions and report its findings to the Court.

According to the applicant, BAIF itself should have taken action against those
wrongdoers and is not doing so, because those very wrongdoers are in control of BAIF;
respondents Nos 1 (Cornelius) and 2 (Racinia) as shareholders of BAIF, in turn should
have taken action to protect both its (BAIF’s) rights and their own rights as
shareholders of BAIF. And that the applicant (COBASA) is entitled to bring the present
action as holder of 10% of the shares in each of Racina and Cornelius.

It is the contention of the applicant that the very persons who are responsible
for the alleged suspicious transactions are in control of BAIF as well as of Cornelius
and Racinia; that a series of correspondence confirms the refusal of the respondents to
answer any query on the said transactions. Hence the applicant’s averment that it is
left with no other recourse than to enter the present proceedings in its capacity as a
company of which Cornelius and Racinia are shareholders, to bring a double derivative
action to shed light on the questioned dealings, for inter alia (a) the applicant,
COBASA, to be granted leave to bring an action on behalf of Cornelius and Racinia,
and (b) for Cornelius and Racinia (acting through COBASA) in their capacities as
shareholders of BAIF to bring an action on behalf of BAIF.

The respondents’ and some of the above referred to co-respondents’

contention is, inter alia, that the applicant is bringing the present action, not in the
interests of the applicant company, but for a collateral purpose which constitutes an
abuse of the process of the Court. Such collateral purpose being that the applicant’s
director and representative Mr De Villeneuve was seeking to get money from BAIF
secretly and was therefore acting, not in the interests of BAIF or of COBASA, but in his
own interest using COBASA; that Mr De Villeneuve was no longer director of BAM (co-
respondent No. 19), the Investment Manager of BAIF, since 23 February 2007 and the
present action having been commenced in May 2009, the unexplained delay of more
than two years defeats the application; that apart from showing ulterior motive on the
part of the applicant, the fact that Mr De Villeneuve was asking to be paid money on the
side, which he himself suggested should be kept confidential, and as a secret from
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other stakeholders who should have been made aware of the same, shows the lack of
good faith of the applicant’s representative who is the very person who swore the
affidavit in support of the application. (vide paras 40 and 41 of the applicant’s first
affidavit).

So much for the backdrop against which the present preliminary objections are
set.

First I propose to consider the question of the locus standi of the applicant.

The shares of BAIF are made up of class A and class B. The main promoters
(lead investors) referred to above hold between them 58% of the class A shares: AXA
owns 35% and Bourbon 23%. The remainder is held as follows: EIB – 17%,
PROPARCO 9%, others 16%. As regards the class B shareholders of BAIF, Racinia
owns 90% and Cornelius 10%. COBASA in turn is a shareholder in both Racinia and
Cornelius holding 10% in each of the latter two companies, therefore indirectly the
equivalent of 9% + 1% respectively, hence 10% of the Class B shares of BAIF. The
class A shares hold 99.8% of the voting power in BAIF and the class B shares, the
remaining 0.2%. COBASA therefore indirectly has 0.02% (10% of 0.2 %) of the voting
power in BAIF.

The relevant part of section 170 of the Companies Act 1984 provides as
follows:-

“170. Derivative actions

(1) Subject to subsection (3), the Court may, on the application of a
shareholder or director of a company, grant leave to that shareholder or director
to -
(a) bring proceedings in the name and on behalf of the company
or its subsidiary; or
(b) ……………………………………………………………”
(Emphasis added)
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It is clear from the above provisions that only a shareholder or a director of a

company has locus standi or capacity to apply for leave to bring an action on behalf of
the company or its subsidiary.

Both Sir Hamid Moollan QC for some of the co-respondents referred to above
and Mr. Basset SC for the respondents have submitted, and they have been joined in,
inter alia, by Mr Sauzier SC, Mr Pursem SC and Mr Stephen, that essentially in
analysing the relevant provisions of section 170 of the Act, one sees that the answer to
the question “who may apply for leave to bring proceedings in the name and on behalf
of a company or its subsidiary under section 170 (1) (a) must and must only be “a
shareholder or director” of such company. And such application must be to bring, that
is, initiate or commence proceedings in the name and on behalf of the company or its
subsidiary”. Therefore, if the applicant seeking leave under section 170 (1) (a) is
neither a shareholder nor a director of the company, such applicant has no locus standi
to apply for leave under section 170 (1) (a), to bring an action on behalf of the
company or of its subsidiary.

Is the applicant a shareholder of BAIF?

It is not disputed that the applicant is a shareholder of both the first and the
second respondents. Indeed it holds class B shares in those companies, as seen
above. Now, is it a shareholder of respondent No. 3? It has been submitted by Sir
Hamid that it is misleading to aver, as has been done by the applicant, that the
applicant is a shareholder of the third respondent, BAIF, simply because the applicant
is not a shareholder of BAIF.

Indeed the correct statement would be that the applicant (A) is a shareholder of
the first and second respondents, (R1) and (R2),who in turn are shareholders of BAIF
(R3). Does that make of the applicant (A) a shareholder of BAIF (R3)? The answer
must be in the negative. The averment that A is a shareholder of company R3 means
what it says. It is not the same as saying that A is a shareholder of R1 and R2 who are
in turn shareholders of R3. Here A is not a shareholder of company R3, but only of
companies R1 and R2 who are shareholders of R3. That cannot make of A a
shareholder of company R3. Therefore under the strict provisions of section 170 (1)
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(a) (which is the legal provision applicable to the undisputed facts of the case and to
the relevant prayers in the motion paper, the notice of motion and the supporting
affidavit), the applicant has no locus standi in its averred capacity of shareholder of
respondent No 3, BAIF, in which alleged capacity it is applying because it is not a
shareholder of BAIF. (Emphasis added).

Now, it is undisputed that the applicant is a shareholder of both Cornelius and

Racinia. And it is clear from the provisions of section 170(1)(a) above that COBASA
would therefore also not have locus standi in the present matter unless it avers and
proves that BAIF is a subsidiary of either of Cornelius or Racinia.

First, it has not been averred that BAIF is a subsidiary of either Cornelius or
Racinia.

Secondly, for the sake of argument, is there any evidence to that effect? As
holder together of 0.2% of the voting power in BAIF, Cornelius or Racinia do not seem
to qualify as the holding or parent company of BAIF, to make of the latter a subsidiary
of either of the former.

For Cornelius and/or Racinia to qualify as holding or parent company and to

make of BAIF the subsidiary of either or both of them at least one of the conditions set
out under section 3 (2) (a) (i) to (iv) of the Act must exist or be satisfied.

It is apposite to reproduce those provisions, which read as follows:-

“3.Meaning of “holding company” and “subsidiary”

(1) In this section, “company” includes a corporation.
(2) For the purposes of this Act, a company shall be a subsidiary of
another company where –
(a) that other company or corporation, referred to as the parent –
(i) controls the composition of the Board of the company;
(ii) is in a position to exercise, or control the exercise of,
more than one half the maximum number of votes that
can be exercised at a meeting of the company;
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(iii) holds more than one half of the issued shares of the
company, other than shares that carry no right to
participate beyond a specified amount in a distribution
of either profits or capital; or
(iv) is entitled to receive more than one half of every
dividend paid on shares issued by the company, other
than shares that carry no right to participate beyond a
specified amount in a distribution of either profits or
capital; or …………………………………………………”

With 0.2% of the voting power between them it cannot be imagined how
Cornelius and/or Racinia could satisfy the requirements of section 3 of the Act which
defines “subsidiary” and more particularly those of section 3 (2) (a) (i) to (iv). With
0.2% of the voting power in BAIF can they be said to “control the composition of the
Board of” directors of BAIF or are “in a position to exercise, or control the exercise of,
more than one half of the maximum number of votes that can be exercised at a
meeting of the company?” The answer can only be in the negative, with 99.8% of the
voting power being in the hands of the Class A shares, and Cornelius and Racinia
holding only 0.2% of such voting power. Still less can they qualify as “holding more
than one half of the issued shares of” BAIF, “other than shares that carry no right to
participate beyond a specified amount in the distribution of either profits or capital”; or
as being “entitled to receive more than one half of every dividend paid on shares issued
by the company, other than shares that carry no right to participate beyond a specified
amount in a distribution of either profits or capital.”

Finally, the question whether BAIF is a subsidiary of a subsidiary of Cornelius

or Racinia therefore simply does not arise.

For the above reasons, I hold that the applicant does not have locus standi
under statute to bring a derivative action on behalf of BAIF.

Can the application be saved under the common or “general” law as applied in
some cases in countries of the Commonwealth, which have been referred to in the
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course of arguments on the preliminary objections in support of the applicant’s

contention?

Most of authorities by way of decided cases to which I have been referred

subsume the relationship of parent company and subsidiary between the company of
which the applicant is a shareholder and the company on whose behalf the applicant is
applying for leave to bring an action, or in relation to which it is the applicant’s case that
a wrong has been perpetrated for which the applicant is seeking redress directly on
behalf of the victim company, or on behalf of which latter it is seeking that the parent
company be allowed to enter an action to seek such redress.

In the case of Rural Corp Consultings Pty Ltd v Pynery Pty Ltd and Ors
[1996] 21 Ac SR 161, an Australian case, the Supreme Court of Victoria held that the
plaintiff, a stranger (not being a shareholder or director) to a company could not bring
proceedings for a derivative action as an exception to the rule in Foss v Harbottle
(1843) 2 Hare 461. In that case, the plaintiff was a shareholder in the first defendant
company (D1). The second and third defendants (D2 and D3) were wholly owned
subsidiaries of D1. Amongst other things, the claimant sought to raise derivative claims
on behalf of D2 and D3 against the fifth and sixth defendants, who were directors of
some or all of the defendant companies. Looking at the matter as one of principle, the
Senior Master of the Supreme Court of Victoria rejected the contention that a multiple
derivative claim could be brought on behalf of those companies, stating:-

“… if the plaintiff were able to make a derivative claim on behalf of [D1] .… that
claim could not relate to the causes of action the plaintiff presently alleges [D2] and
[D3] have against the fifth and sixth defendants. They are not causes of action of [D1].
How then can the plaintiff make derivative claims on behalf of [D2] and [D3]? The
answer is … that it cannot. As far as [D2] and [D3] are concerned, the plaintiff is a
stranger; and strangers are not empowered to bring proceedings under exceptions to
the rule in Foss v Harbottle.”

It is to be remembered that the rule in Foss v Harbottle is in relation to the

“proper party” or the “proper claimant” principle in Company Law and a derivative
action is one of the exceptions thereto as was clearly stated, inter alia, by the English
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Court of Appeal in Prudential Assurance Co Ltd – V Newman Industries Ltd & Ors
(No. 2) (1982) Ch 204 at p 210:

“A derivative action is an exception to the elementary principle that A cannot,

as a general rule bring an action against B to recover damages or secure other relief on
behalf of C for an injury done by B to C. C is the proper plaintiff because C is the party
injured, and therefore, the person in whom the cause of action is vested. This is
sometimes referred to as the rule in Foss v Harbottle ………… when applied to
corporations ………”

In the Hong Kong case of Waddington Ltd v Chan Chun Hoo (unreported,
HCA 3291/03, 29 April 2005), which was upheld by the Hong Kong Court of Appeal
[2006 2 HKLRD 896], and maintained by the Court of Final Appeal of Hong Kong
(Final Appeal No. 15 of 2007 (CIVIL)) on 8 September 2008, a shareholder in a
parent company sought to bring a derivative claim in respect of wrongs allegedly done
to various of the parent’s subsidiaries. The first defendant applied for the claim to be
struck out. The Court held that a multiple derivative claim was available, at least where
the shareholder could show a chain of wrongdoer control. Here again, even if that
principle were to be applied to the case in hand, the relationship of holding company
and subsidiary between Cornelius or Racinia and BAIF is a threshold requirement
which has not been satisfied in our case, as seen above.

Even if one were to take on board the argument that a multiple derivative
action is available at common law, (referred to as the “general law” in the decision in
the Australian case of Oates v Consolidated Capital Services Ltd [2009 NSWCA
183 (3 July 2009)], a decision of the New South Wales Court of Appeal), and to hold
that although an applicant does not pass the locus standi test under section 170 of the
Act, yet he might successfully argue for locus standi at common law (or under the
“general” law), for “reflective economic loss,” the present application for leave cannot
succeed. Indeed in the case of Oates, (supra) it was said that the general law position
concerning derivative actions in Australia has been significantly altered by statute.
Section 236 (3) of the Corporations Act 2001 abolishes the right of a person under
the general law to bring, or intervene in proceedings on behalf of a company, whereas
Section 237 of the Corporations Act 2001 circumscribes the conditions and
circumstances in which the Court may grant an application for leave to enter or
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intervene in such proceedings, amongst others that the applicant is acting in good faith
and in the interests of the company. (Emphasis added).

The effect of the “significant alteration of the general law” concerning derivative
actions in Australia is that the statutory law has precedence over the general or
common law, in that the right to bring a derivative action under the general law is
abolished by statute, and the circumstances and conditions in which such action is
competent and receivable is also specifically defined. It is noteworthy that derivative
actions are statutorily provided for and available under section 170 of our Companies
Act, once the applicant gets over the hurdle of showing that he is a shareholder or
director, of the company in whose name and on whose behalf he seeks leave to bring
the action, or of its subsidiary. It is equally noteworthy that section 170 (6) of the Act
provides:

“Except as provided for in this section, a shareholder or

director of a company is not entitled to bring or intervene in
any proceedings in the name of, or on behalf of, a company
or its subsidiary.” (Emphasis added).

As seen above, the applicant has not been able to show that it is a shareholder
of BAIF as it has wrongly averred. Furthermore it has not averred, and still less proved,
that BAIF is a subsidiary of a company (Cornelius or Racinia) of which the applicant is
admittedly a shareholder.

The applicant not having been successful on the issue of locus standi, as a
result of which the present application must fail, I propose to consider only very
cursorily the other grounds of objection.

On the question of leave, in the light the English authorities relied upon by Mr
Collendavelloo SC and Mr Ribot SC, their submission that leave to enter a derivative
action may, and indeed, should be applied for together with the actual action, the leave
application to be dealt with as a preliminary issue, seems to make good sense at least,
having regard to the provisions of section 170 (2) of our Companies Act 2001: if the
actual application is also before the Court, it would for one thing assist the Court, in
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ensuring compliance with the provisions of section 170 (2) in determining whether to
grant leave, in its consideration of:

“(a) the likelihood of success of the proceedings that may follow;

(b) the costs of the proceedings in relation to the relief likely to be obtained;
(c) any action already taken by the company or its subsidiary to obtain relief;
(d) the interests of the company or its subsidiary in the proceedings being
commenced, continued, defended, or discontinued, as the case may be.”

Now, on the issue of the likelihood of success under section 170 (2)(a) of the
application itself, suffice it to consider as rightly raised by the defendants and co-
defendants, the issues of delay, and good faith.

First the delay in making the application. The alleged wrongdoings date back to
before 2007. Indeed the sale of shares held by Armements et Services Maritimes to
SEMIR, a Malagasy trading and transport company date back to August 2005. On 27
February 2007 Mr De Villeneuve acting on behalf of COBASA and in his own personal
name requested, from the company secretary of the B.A.M. (Bourbon Axa
Management), the Investment Manager of BAIF, urgently, communication of certified
true copies of documentation relating to the 2005 sale. On 28 February 2007, the
company secretary, replied to Mr De Villeneuve’s request stating that the request for
communication does not arise because Mr De Villeneuve was no longer a director
since 23 February 2007. It is unexplained why the application was only made in May
2009, more than two years later.

Secondly the good faith of the applicant’s director, Mr De Villeneuve is seriously

impugned. He does not appear to be making the application in the company’s interest
but for an ulterior motive, in his own interest. Furthermore it does appear from his
averments in his own affidavits and correspondences highlighted by Sir Hamid and Mr
Basset, at least, and referred to above, that he asked for money from BAIF, and
suggested that that be kept secret and confidential, and it is upon the same not being
forthcoming that he has brought the present action.
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The decision of the Court of Appeal of England in the case of BARRET v.

DUCKETT (1995) British Company Cases 362 also supports the case for the
objectors. It is authority for the proposition that for leave to be given to a shareholder to
bring a derivative action on behalf of the company, the shareholder must be acting
bona fide in the interests of the company, he must not have an ulterior purpose or
motive, and there must not be any other adequate remedy available.

As far as the question of jurisdiction is concerned, at least with regard to the

heading of the application it should have been styled “IN THE SUPREME COURT OF
MAURITIUS (BANKRUPTCY DIVISION)” and not “COMMERCIAL DIVISION”, given
that the Companies Act under which the present application is made confers
jurisdiction on the Bankruptcy Division of the Supreme Court. However, given that the
present preliminary objection has been successful on the issue of locus standi and that
the application also appears to have been entered for a collateral purpose and in less
than good faith on the part of the applicant, I do not propose to consider further the
issue of jurisdiction.

For all the reasons given above, the present application for leave to bring a
derivative action in the name and on behalf of the respondents is set aside. With costs.

A. HAMUTH
Judge
03 May 2011

For Applicant: Mr. Attorney S. Mardemootoo

Mr. I. Collendavelloo S. C. together with
Mr. E. Ribot S. C. and T. Samynaden of
Counsel

For Respondents Nos 1 & 2: Mr Attorney V. R. Luchmaya

Mr. D. Basset S. C. together with Mr. N.
Patten and J. G. Basset of Counsel

For Respondent No 3: Mr Attorney J. M. Leclezio

Mr. D. Basset S. C. together with Mr. N.
Patten and J. G. Basset of Counsel
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For Co-Respondent No. 1: Represented by Mrs Y. Gopaul, Legal

Officer at FSC

For Co-Respondent No. 2: Represented by Mrs J. Ramjadha,

Senior Companies Officer

For Co-Respondents Nos 3, 4, Mr. Attorney V. R. Luchmaya

23 and 35-37: Mr. R. Luchmaya, of Counsel

For Co-Respondents Nos 19, Mr. Attorney J. M. Leclezio

26 and 27: Mr. D. Basset S. C. together with Mr. N.
Patten and J. G. Basset of Counsel

For Co-Respondents Nos 6-9, Mr. T. Koenig S.A.

13, 16, 21, 22, 25, 29 and 31-34: Sir Hamid Moollan Q. C.

For Co-Respondent No. 14: Mr G. Glover S. A. instructed by Mr.

Attorney B. Sewraj

For Co-Respondent No. 15: Mr C. Huet De Froberville S. A.

Mr. P. De Speville S. C.

For Co-Respondents Nos 17, Mr. Attorney P. D. Lallah

28 and 30: Mr. S. C. Lallah S. C.

For Co-Respondent No. 20: Mr T. Koenig S.A.

Mr. P. M. Sauzier S. C.

For Co-Respondent No. 38: Mr Attorney A. Robert

Mr. R. Pursem S. C.