2018 (7) TMI 1855

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....e of Creditors and to participate and vote in the said meeting. 2. The Resolution Professional refused to allow the appellant as member of the Committee of Creditors on the ground that the appellant is "related party" in relation to the Corporate Debtor. The aforesaid decision has been upheld by the Adjudicating Authority (National Company Law Tribunal) Hyderabad Bench, Hyderabad by impugned order dated 15th November 2017. The prayer for interim stay was also rejected by the Adjudicating Authority on the same day. 3. Before the Adjudicating Authority the case of the appellant was that it disbursed a sum of Rs. 240 Crores (Rs. Two Hundred Forty Crore) to the Corporate Debtor against the grant for time value of money. The money was borrowed by the Corporate Debtor against payment of interest. It was Corporate Debtor who converted and allotted 6,60,37,735 equity shares of Rs. 2/- each at a premium of Rs. 1.18 per share. Thereby a sum of Rs. 20 Crores (Rs. Twenty Crores) was converted out of the Rs. 240 Crores/- investment, which actually constitute part of the investment. Therefore, the Appellant cannot be treated to be a shareholder common for all purpose in strict sense. 4.....

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....nd Takeovers) Regulations, 2011 was filed by the Appellant to BSE. A copy of disclosure under Regulation 29(1) SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 filed by Appellant to Bombay Stock Exchange is annexed herewith and marked as 'Annexure-A6'. 10. That as per the records of the Corporate Debtor, it has sent letters dated 12th January, 2015 to NSE and BSE intimating about the preferential issue of 6,60,37,735 equity shares of Rs. 2 each at a premium of Rs. 1.18 per share to SREI Infrastructure Finance Limited(Appellant) and it was referred in the said letter that pursuant to orders of Hon'ble DRT-1 dated 24th December 2014, pursuant to Board Meeting date4d 16th January 2014 and meeting of preferential issue committee dated 8th September 2014, DCHL has issued and allotted 6,60,37,735 equity shares of Rs. 2 each at a premium of Rs. 1.18 per share to SREI Infrastructure Finance Limited. Also, it was stated in the intimation letter that the allotment is subject to the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009, Listing Agreement signed with the Bombay Stock Exchange, Natio....

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....btor on account of- (i) participation in policy making processes of the corporate debtor; or (ii) having more than two directors in common between the corporate debtor and such person; or (iii) interchange of managerial personnel between the corporate debtor and such person; or (iv) provision of essential technical information to, or from, the corporate debtor;" 6. Therefore, it is held that the appellant controls more than twenty per cent of the voting rights in the Corporate Debtor on account of ownership or a voting agreement, the appellant to be treated as a related party in relation to a Corporate Debtor and thereby cannot be made member of the Committee of Creditors, even if the appellant is also a 'financial creditor'. 7. Learned counsel appearing on behalf of the appellant referred to this plea taken by Resolution Professional and the enclosures attached which is affidavit including the Balance Sheet of the "Deccan Chronicle Holdings Limited" as at 18th July 2017 (Annexure A-14) and as at 31st March 2016 (at page 165 and 166), both which reads as follows:- 8. From the note below the Balance Sheet as on 31st March 2016, para 3(d) ....

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....ant as one of the member of the 'Committee of Creditors'. We further direct to call for a meeting of the 'Committee of Creditors' after intimating the appellant and to consider the Resolution Plan in accordance with Section 30(4). The Resolution Plan, if earlier approved in absence of appellant - 'financial creditor', being illegal is to be ignored. 15. The appellant will take part in the meeting of the 'Committee of Creditors' but will not raise unnecessarily any objection, if resolution plan already approved by the 'Committee of Creditors'. If such plan is the best out of the rest, viable and feasible, and taken into consideration all factors under Section 30(2) and if the Resolution Applicant is not ineligible under Section 29(A), the appellant will concur with the rest of the members of the 'Committee of Creditors' without raising any objection. However, if there is some better Resolution Plan, the appellant may bring it to the notice of the rest of the 'Committee of Creditors'. 16. For the purpose of counting the total period of 'corporate insolvency resolution process', the period of pendency of the appeal i.e. from 11th December 2017 till the date of this judgement be ....

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....irman & Managing Director Certified True Copy For Deccan Chronicle Holding Ltd. Authorised Signatory Document 2 3. Share Capital As at 31st March 2016 As at 31st March 2015 Particulars Number of Number of Amount Rs. Amount Rs. shares shares (a) Authorised Share Capital Equity shares of Rs.2/-each 350,000,000 700,000,000 350,000,000 700,000,000 Chl Issued Share Capital (Refer Note No.3.d Equity shares of Rs.2/- each 208,972.219 417,944,438 208,972,219 417,944,438 (c) Subscribed and fully paid up Share Capital (Refer Note No.3d) Equity shares of Rs.2/-each 208,972,219 Total 417,944,438 208,972,219 417,944,438 208,972,219 417,944,435 208,972,219 417,944,438 3(a) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting year As at 31st March 2016 Particulars Number of Amount Rs. As at 31st March 2015 Number of Amount Rs. shares shares Equity shares of Rs.2/-cach with voting rights At the beginning of the year 208,972,219 417,944,438 208,972,219 417,944,433 Add: Shares issued during the year (Refer ....

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....90 (e) Other Current Aseels 16 530,900,527 523,409,038 2,996,756,456 3,052,486,601 Tabl 40,208,419,280 40,566,925,177 Significant Accounting Policies Other Notes forming part of the Financial Statements As per our Audit Report U/S 44AB of the Income Tax Act For C.B.Moull & Associates Chartered Accountants For and on behalf of the Company Mani Oommen Partner Place: Secunderabad Date: 30th October 2017 P.S.V. Krishnayya Dy. Chief Executive Officer Certified True Copy For Deccan Chronicle Holding the Authorised Signatory Document 4 3. Share Capital (el Authorised Share Capital Particulars As at 31st March 2017 Number of shares As at 31st March 2016 Number of Amount Rs. Amount Rs. abares Equity shares of Rs.2/-each 390,000,000 700,000,000 350,000,000 700,000,000 C) Issued Share Capital (Refer Note No 3.4) Equity shares of Rs.2/-each 208.972,219 417.944,438 208.972.219 417,944,438 (c) Subscribed and fully paid up Share Capital Equity shares of Rs.2/-each Total 208,972,219 417,944,438 417,944,438 208,972,219 208,972,219 208,972,219 417....