TaxTMI 
TaxTMI 
2021 (6) TMI 198
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....mpany Petition, which are relevant to the issue in question, are as follows: (1) Antrix Corporation Ltd. (hereinafter referred to as "Petitioner/Antrix"), is a wholly owned Government of India Company under the administrative control of the Department of Space (hereinafter also referred to as 'DOS') and was incorporated on 28.09.1992, under the Companies Act, 1956. It is the commercial arm of the Indian Space Research Organization (hereinafter referred to as 'ISRO') and promotes and commercially markets the products and services emanating from the Indian Space Programs. (2) Devas Multimedia Pvt. Ltd., (hereinafter referred to as R1 Company/Devas) is a Company incorporated on 17.12.2004, having its registered office at First Floor, 29/1, Kaveriappa Layout, Millers Tank, Bund Road, Bangalore-560052, Karnataka, and registered with the Registrar of Companies, Bangalore under the Companies Act, 1956 with CIN:U92132KA2004PTC035261. The main objects of Devas to highlight the Company's intention to pursue digital multimedia services. Article 3 of the Articles of Association of the Respondent No. 1 provides the Authorized Share Capital and Paid-up Capit....
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....es concerned, including CMD and Directors of the Respondent No. 1 Company, as well as the then Secretary to the Government of India in the Department of Space, and other government officials. Further, vide order dated 04.11.2020 passed by the Hon'ble Supreme Court of India in SLP (C) 28434 of 2018, the Arbitral Award dated 14.09.2015 was kept in abeyance till the adjudication of the matter before the Hon'ble High Court of Delhi. Furthermore, vide the same order dated 04.11.2020, the original Petition filed U/s. 34 of the Arbitration and Conciliation Act, 1996 by Antrix, challenging the Arbitral Award dated 14.09.2015, has been transferred from the City Civil Court, Bangalore. (6) It is stated that the case at hand, and the contract in issue, relates to the leasing of the scarce and valuable natural resource of the country, namely spectrum in the 'S' band to the Respondent No. 1 Company, for providing SDMB Services. The contract contemplates the launch and operation of two satellites for the purpose of involving financial expenditures and fees. The performance of a contract of this nature requires not only ample financial capability going into millions of do....
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....de to such a Company. iii. The existence of this contract was suppressed by the 'then officials', from various government authorities, while seeking approvals for the project. As a matter of fact, a Cabinet Note dated 17/11/2005, put up for the consideration of the Union Cabinet, suppressed the existence of this contract, which had already been executed on 28/01/2005, and stated, instead, that ISRO was in receipt of "several firm expressions of interest" by different service providers for utilization of the satellite capacity. (7) The incorporation of M/s. Devas Multimedia Pvt. Ltd., is an initiative of a few former employees of ISRO, in particular Shri D. Venugopal and Shri M.G. Chandrasekhar. Shri D. Venugopal worked as a Scientist Engineer with ISRO and remained posted as Deputy Director, Satellite Communication Programme Office (SCPO) at ISRO HQ, Bangalore for 7 years from 1990-1997 and left ISRO in the year 1998. Shri M.G. Chandrasekhar worked as a Scientist Engineer with ISRO and left in the year 1998. One Shri Ramachandran Viswanathan, an American citizen, is the connecting bridge between former employees of ISRO and the then serving senior official....
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....hat when Multimedia technology was unknown to the world in 2005, Devas misrepresented that they were owners and IPR holders of the technology which has proved to be false by the Authorities of the Government of France, pursuant to a Letter Rogatory dated 07/11/2017 & it was confirmed that the IPR for Digital Video Broadcast- Satellite Handheld (DVB-SH) technology was granted to ETSI in Europe. DVB-SH is a hybrid technology and the services to be provided by the Respondent No. 1 Company could not have been rendered without this technology. Further, it was confirmed that the IPR which was granted as late as 2007, with subsequent second versions and technical revisions in 2008, 2010 and 2011, respectively, and Devas at no point of time, acquired the IPR or the right to use the IPR of this technology from ETSI. (11) The 'INSAT Coordination Committee' (ICC) and the Department of Space (DoS), were the competent authorities to allocate space segment spectrum. The ICC had not given any authority to the then officials of Antrix. Nonetheless, without any authority in this regard existing in the Applicant Company, the then officials of Antrix entered the contract dated 28/01/....
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.... (14) Devas is a Company, which was incorporated without any-commercial antecedents and hardly in existence for six months, sold its shares at exorbitant rates, as high as Rs. 1.26 Lakhs per share, to foreign investors. Further, DT Germany, through DT Asia, after investing Rs. 430 Crores in Devas obtained only 19% shareholding in Devas. However, the four Mauritius investors after investing Rs. 150 Crores, obtained 37% shareholding in Devas. This split in shareholding defies any market practice especially when there is a huge difference in the amounts invested. Obviously, a Private Limited Company with a share capital equivalent to about USD 2200, not having the technical knowhow for the project, being able to obtain such huge sums for a part of its shares cannot be a genuine commercial transaction. Investments worth Rs. 579 Crores were brought in Devas, for which FIPB Approvals were sought. However, in all the FIPB applications, the reason for investment was stated to be the provision of "Internet Services". The rendering of SDMB services, which is a hybrid service, and the contract dated 28/01/2005 were concealed from the FIPB authorities. The Devas concealed the contract d....
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....lized for providing the services as contemplated under the said agreement. On the contrary, these investors/shareholders allowed Devas to launder the money out of India. There can be no doubt that the investors/shareholders worked hand in glove with the officials of Devas to commit the multiple FEMA violations and money laundering activities. The aforementioned Government servants, as well as private persons, who played instrumental roles in the incorporation of the Respondent No. 1 Company and the perpetuation of the fraud are accused in the criminal proceedings. Additionally, proceedings under the Prevention of Money Laundering Act are also underway, apart from the fiscal penalties already levied on Devas, its individual office bearers, as well as the foreign shareholders, under the Foreign Exchange Management Act. Further, based on investigations conducted in 2010-11, the RoC, Bangalore had issued a few show cause notices to the Respondent No. 1 and the same is before the Hon'ble Delhi High Court on a Petition filed by the Respondent No. 1 and the present proposal is not the subject matter of issue or dispute in the present proceedings. The entire picture relating the fraud ....
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.... their approval sought by either party to the contact. The very existence of the agreement was concealed even from the Union Cabinet. (20) The creation of the R1 Company as a corporate entity, just a month before the agreement dated 28/01/2005, is a sham, with the objective of committing fraudulent and illegal activities including money laundering for the benefit all the shareholders of the Respondent No. 1 Company, the original owners and the owners of Forge LLC. The Respondent No. 1 Company had been in violation of the triple test as stipulated to avail the INSAT capacity allocated for the commercial sector namely sound business lines, on a "for profit" basis and consistent with the Government policies in the concerned user sectors. (21) The policy framework mandates Department of Space and other concerned regulatory authorities to inform, notify, coordinate, and register satellite systems and networks by and for Indian Private Parties following well defined and transparent norms and the SATCOM Policy mandates authorization only by the Indian Administration through its Ministries and Regulatory authorities. Antrix does not qualify as one falling under Indian Adm....
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....uding the frequency band regarding the deployment of satellite component and terrestrial component, without which the whole agreement becomes empty, unusable, and unenforceable. The fact that multimedia services have not even emerged in the scene, it is imperative to state that doing any services involving broadcasting and telecommunication using spectrum and terrestrial mode requires step by step compliance involving various ministries and departments, (steps prescribed prior and post 09/06/2006) which included compliance even prior to entering into a lease agreement for a transponder for space capacity segment which had not been compiled by the Respondent No. 1 Company. Shankara Committee had no locus standi whatsoever, when the entire governance regime was only in the hands of the various Ministries, Department and the Wings of the Government. In the light of governing policies, norms, and procedures, Antrix did not have the locus standi to discuss the issue of leasing transponder capacity/space segment to the Respondent No. 1 Company but went ahead approving it and authorizing the Executive Director to sign it. (24) Further, the agreement on behalf of the Respondent No....
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....o. 1 Company. Even on repeated requests by the Ministry of Defence on the allocation of S-Band spectrum for defence purposes vide the Integrated Space Cell meetings in October 2004, Defence Space Vision 2020, 3rd Task Force Meeting of HQ Integrated Defence Staff with Department of Space, the request was out rightly rejected thereby compromising security. While these requests were being made, the transponder capacity was already being allotted to the Respondent No. 1 Company vide the agreement dated 28/01/2005, through a well-organized conspiracy. (27) The Respondent No. 1 Company confirmed in the FIPB Applications that the proposed scope of services will only be value-based internet service involving contemporary indigenous technology, majority of which would be developed locally in India. It projected an employment graph commencing from a threshold of 90 and would be crossing a 1000 mark. None of this was even attempted to be achieved and the foreign investments were only brought in to be laundered abroad. The Respondent No. 1 Company also affirmed that the services would be Pan India. To show on record that the Respondent No. 1 Company is an ISP, the company appeared to ....
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....o circumvent the second proviso to Section 272(3) of the Companies Act. The intention of the legislature to provide for a hearing is so that there is an opinion formed by either the Registrar or the person so authorized to look into the affairs of the company after giving a fair opportunity of hearing and hearing is provided so that there is a built-in threshold due to these severe consequences. (2) The scheme of the Companies Act regarding winding up U/s. 271(c) of the Companies Act is that the winding up Petition can be filed before this Tribunal only after an Application of mind by the Government or its agencies like Serious Fraud Investigation Office ("SFIO"), or Registrar of Companies ("ROC"), after an opportunity of the hearing is provided to a Company. Without following this procedure and without giving any pre-filing opportunity of hearing to the Respondent Company, the present winding up petition is not maintainable U/s. 271(c) of the Companies Act. The requirement of a pre-filing opportunity of hearing to the Respondent Company cannot be taken away by the Central Government by merely invoking Section 272(1)(e) of the Companies Act. (3) The Petition is ma....
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....duct of the Petitioner is writ large. (5) The provisional liquidator appointed by this Hon'ble Tribunal is also not acting bona fide. On one hand, the provisional liquidator has sought to cancel the Vakalat names of the lawyers acting for the Respondent Company, and on the other hand, is substituting himself in every forum as representing the Respondent Company, without defending its interests. He is acting in a manner whereby he is supporting the Petitioner in all forums. The provisional liquidator has once again filed various interim reports which only attempt to buttress the case of Petitioner without examining detailed facts. The conduct of the Provisional Liquidator can also be seen from order dated 30.01.2021 passed in CBI proceedings where Provisional Liquidator made a statement that he is not pursuing an application which was in the interest of the Respondent Company. The Respondent Company had filed an application for deferment of arguments on charges until the conclusion of investigation and other grounds. The Provisional Liquidator appeared and stated that he was not pressing the aforesaid Application. (6) The Petitioner is a wholly owned company of....
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....roceedings, and when the Petitioner became aware that it may suffer an adverse award, under the diktat of the DOS/Petitioner, various investigations were initiated against the Respondent Company and all these investigations were only in retaliation to the arbitration proceedings initiated by the Respondent Company which are false, concocted and a method of arm-twisting the Respondent Company to give up its claims in the arbitration and the ICC award there under. It appears that the sudden hurry to file the present winding up proceedings is to prevent the Respondent Company from pursuing its remedies in India and outside India including in Washington, where enforcement proceedings are pending on behalf of the Respondent Company. No adjudication has taken place by any competent court of law with respect to the alleged fraud. This Tribunal has no finding before it, to come to a conclusion that there has been any fraud by the officers of the Respondent Company or the company itself in terms of Section 271(c) of the Companies Act. (10) The allegations made in the Petition, including Para 13 and Annexure P-6 to the Petition are identical to the allegations raised by the Petition....
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....) 11 of 2021 and the Respondent Company and its ex-directors are contesting all these cases which will be dealt with, in detail in those cases. (13) The DoS/ISRO needed to use the remaining satellite S-Band spectrum that they still had or face the possibility that the Government of India would take back even more S-Band spectrum and re-allocate that spectrum for terrestrial use. The S-band in India was the last remaining frequency coordinated with the ITU for use in mobile satellite communications, the further diminution of the band was not tenable from DOS/ISRO perspective. Ultimately, after lengthy discussions with numerous DOS/ISRO/Antrix officials over a period of almost two years (including Dr. Madhavan Nair) a non-binding MoU was entered into between Forge Advisors and the Petitioner. Pertinently, Dr. Kasturirangan has not been charged with any criminal offence either under CBI, PMLA or Enforcement Directorate proceedings or in the arbitration proceedings in Hon'ble Delhi High Court. Therefore, it cannot be said that the negotiations between ISRO, Antrix and Forge Advisors were part of any conspiracy and/or a fraud. (14) Dr. K.N. Shankara, Mr. V.R. Katti....
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.... review the Devas Agreement. (17) The Respondent Company received a letter dated 25.02.2011 from the Petitioner terminating the Devas Agreement under Article 7(c) and Article 11 of the Devas Agreement. There was no suggestion of any fraud in the letter of termination. In fact, the amount received by Antrix from the Respondent Company was returned by the Respondent Company without encashing the same. It is clearly establishes that Antrix/ISRO wanted to utilize the S-Band which was very much within Antrix's main objects and the Respondent Company agreed to facilitate to commercially utilize the S-Band, a legal and bona fide business. The business and purpose of the Agreement was well within the Memorandum of Association of both the Antrix as well as Devas (the Respondent Company) and was a bona fide business activity. During the entire process, right upto entering the Devas Agreement, many persons including persons at the highest positions in the government/Antrix, were involved and it is not as if something was done secretly. In the board meeting of Antrix in which the Devas Agreement was approved, many directors were present who have not been made accused persons. Out ....
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....f the standard." This is consistent with the nature of the development of any telecommunications standard like the newly developed 4G and 5G standards. No one entity holds the intellectual property rights to these standards; rather, the intellectual property rights are pooled into entities like the ETSI, which in turn offers the standard freely for licensing. As the Letters Rogatory make clear, "there is no way" for ETSI even to "know whether people have downloaded the standard." (22) The Petitioner alleges that the Technical Advisory Group was "kept in the dark" about the Agreement which is simply false. Antrix's own investigation showed that TAG received a briefing on the deal in November 2004, months before the Agreement was concluded, and that this briefing took place after the High-Power Committee's review and recommendation endorsing the deal. In addition, TAG was apprised of Devas's technological developments through a presentation to TAG on 26.12.2008. (23) Antrix presents no evidence that Mr. Bhaskaranarayana acted fraudulently or unlawfully in writing the minutes circulated in October 2009. Indeed, the Respondent Company submitted its applica....
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....ise of statutory powers and the granting of sanction to any person for filing winding up Petition is envisaged under the Companies Act, 2013. Further, Respondent No. 2 cannot be a mute spectator and allow any Company to fraudulently manage their affairs, which can be detrimental to the public interest. The role of the R2 is to regulate the Companies' statutory processes and protect the public interest in accordance with law. The contents of affidavit in objection are baseless and beyond the scope of law. The sanction is relatable to section 272(1)(f) of the Act and not related to the second proviso to Section 272(3) of the Act. The said proviso is applicable and confined only to the Registrar. (2) The bare reading of the Section 272(3) and the proviso of the Section clearly states that the same is not applicable to any other person as defined in 272(1)(f). The proviso cannot be extended far from the section or sub section and when the proviso is inserted with a particular sub-section and there is no ambiguity in the language with regard to its applicability. The interpretation of any statute or provisions is warranted when there is any ambiguity or no expressed intent ....
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....utmost bad faith. It was not even signed by any Director of the Respondent Company. (5) The subsequent actions of the Respondent Company also reflects that this company was incorporated for the sake of paper compliance as foreign Directors were inducted in the company and subsequently one wholly owned US subsidiary (Devas Multimedia America Inc.) was incorporated with the money received from foreign entities more or less finding its way to the US subsidiary of DMPL. The US entity has taken away more than 250 Crores from the DMPL, though the foreign investment was allowed for the sake of developing the promised technology indigenously and for generating huge employment in India. The Respondent Company obtained license by making false claims but after receiving such approval and license they never did any significant business and only took away the money from India. (6) The Respondent No. 2 further states that around Rs. 500 Crores out of the total foreign investment to the tune of 579 Crores has taken out of the country for what cannot be called proper purpose. The fact of taking away the money and not deploying it for the stated purpose is a fact which is never di....
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.... that time. The nature of the Respondent Company's functioning such as not having registered office, not maintaining books of account and records, performing only paper compliances - are similar to shell entities and is indicative of the fraudulent nature of its existence and operations. Further, the fact that the ex-Directors have failed to provide effective assistance to the Provisional Liquidator further goes to show fraudulent intent and unwillingness of the management of the Respondent Company to comply with law of land. (9) Further, the Registrar of Companies, Karnataka has submitted his report dated 12.02.2021, U/s. 272(5) of the Companies Act, 2013 stating that DMPL is liable to be wound up, and such a fraud company should not continue on the rolls of Registrar of Companies and has supported the winding up Petition. Further, the agreement between the Petitioner Company and the Respondent Company to provide the S-Band spectrum was illegal and voids ab-initio. (10) The Resource i.e. the spectrum is a scarce public good and the Government of India exercises control over this resource as trustee only. The Supreme Court of India had recognized the "Doctrine....
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.... 30.04.2021, 03.05.2021, 05.05.2021, 06.05.2021, 07.05.2021 and 10.05.2021. And it was reserved for orders on 10.05.2021 and pronouncing the judgment today. 6. Heard Shri Tushar Mehta, Learned SGI and Shri N. Venkataraman, Learned ASG for the Petitioner; Shri Rajiv Nayar, Learned Senior Counsel for the Respondent No. 1; Mrs. Anuradha Dutt Learned Senior Counsel for the Impleading Applicant in CA No. 11 of 2021, through Video Conference, We have carefully perused the pleadings of all the Parties, the extant provisions of the Companies Act, 2013, the Rules made there under and various citations cited and relied upon by the Parties. 7. Shri N. Venkataraman, Learned ASG for the Petitioner, after arguing the case at length, has filed Written Submissions on 05.05.2021, by inter alia stating as follows: (1) The fraudulent actions of Respondent No. 1 fall squarely within provisions of Section 271(c) and the Petitioner has placed on record their submissions, documents, and arguments in support of the same, which go on to establish the fact that Devas was formed for a fraudulent and unlawful purpose and the affairs of the company have been conducted in a fraudulent manner. In ....
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....trix through ISRO has the ownership and right to use the IPR used in the manufacture and launch of the satellites. (4) The Additional Affidavit filed by Devas through Shri M.G. Chandrashekar dated 07.04.2021 does not dispute the fact of agreement dated 28.01.2005, Devas did not have ownership or the right to use the IPR in the design of DMR and CID. The affidavit clarifies it only meant a future discovery and invention and not something in present on the date of signing the agreement dated 28.01.2005. The mutual warranties issued both by Antrix and Devas vide Articles 12(a) and (b) is unambiguous and unequivocal. Both the parties had confirmed that they were owners and had IPR rights over the respective subjects and the Rejoinder Affidavit dated 02.05.2021 filed by Shri Rakesh Sasibhushan reiterates and had confirmed that Antrix through ISRO owns and also possess the rights over the satellites. Whereas Devas is taking a contradictory stand by saying Article 12(b) should be read as future discoveries. Such an interpretation is impossible to conceive since Article 12(b)(iv) uses an affirmative language "Devas has ownership and the right to use IPR". In the absence of ownersh....
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....th the said license. This submission is not only a technical tragedy but a legal mockery of the licensing regime in India. (7) The share subscription agreement refers to Antrix agreement states that the portion of the investment will be utilized for payment of upfront capacity fee in S-Band transponders. The share subscription agreement conveys the intention that portion of the investment will go towards payment of upfront fee. But neither the application dated 02.02.2006 filed before FIPB nor does that FIPB approval and the ISP license issued by DoT dated 02.05.2008 through various clauses referred abundantly in the earlier sections of this written submission, had in unequivocal terms made it clear that the license is only for ISP services and the list of shareholders has catalogued the list of shareholders whose 100% FDI will be only towards rendition of ISP services. There is a complete mismatch between the agreement dated 28.01.2005, the FIPB approval, the DoT licenses and section 2.3 of the share subscription agreement. (8) Further, when monies could not have been diverted for any other purpose other than ISP license, how did the shareholders allow the monies....
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....is no urgency. 8. Shri Rajiv Nayar, Learned Senior Counsel for the Respondent No. 1, after arguing the case at length, has also filed Written Submissions dated 14.05.2021, by inter alia stating as follows: (1) The present Petition ought to be dismissed on the ground of limitation alone. Section 3 of the Limitation Act, 1963 provides that irrespective of whether limitation has been raised as defence, it is the duty of the Tribunal to examine as to whether the petition is barred by limitation. The R1 Company has shown the averments particularly para 3 of the synopsis, List of Dates and Para 7 of Petition states that although the fraud occurred in 2005 but the Petitioner discovered the fraud in August 2016. It is well-established law that only the petition has to be examined to determine whether it is within limitation. The Petitioner failed to disclose that the limitation to file a winding up is 3 years when the right to apply accrues. Furthermore, Section 433 of the Companies Act, 2013 provides that Limitation Act, 1963 is applicable to proceedings before this Tribunal. Section 17 of the Limitation Act, 1963 provides that when there is a fraud, the cause of action shall ....
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....p Petitions while empowering the Company Court to dispense with the publication. However, under the new winding up rules (i.e. Companies (Winding Up) Rules, 2020) there is no rule which is similar to Rule 24(2) of the Companies (Court) Rules, 1959. In this regard this submission of the Petitioner is ex facie untenable because the earlier position regarding advertisement of a winding up Petition being a mandatory condition precedent is brought forward under the new Companies Act. ii. The second frivolous argument raised by Petitioner's counsel was that the words 'if any' appearing in Rule 5 of the Companies (Winding Up) Rules, 2020, evidence that this Hon'ble Tribunal is vested with a discretion to dispense with publication of advertisement. The words "if any" do not relate to the discretion to advertise but discretion to hear the company before directing advertisement. Therefore, in view of the aforesaid preliminary grounds, this Hon'ble Tribunal ought to pass a judgment on the aforesaid two preliminary issues raised by the R1 Company before proceeding on merits. (3) The entire argument of the counsel for Petitioner has been that the Agreement ....
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....d a statement for FY 2010-11 to 2014-15, FY 2015-16 and FY 2016-17 and onwards "Whether any fraud on or by the company has been noticed or reported during the year. If yes, the nature and the amount involved is to be indicated". The balance sheet of 2016 clearly states that "To the best of our knowledge and belief and according to the information and explanations given to us, we report that no case of fraud has been committed on or by the Company or by its officers or employees during the year." Even in 2019-20, which is the last balance sheet it is stated that: "(x) Fraud by company or its officers and employees According to the information and explanation given to us, there are no frauds reported by the company or any fraud has been noticed or reported during the year. This Hon'ble Tribunal would know that the auditor finalizes a balance sheet from the information given by the company and the management. In any event, Petitioner never challenged the aforesaid statements. (6) In fact, in the balance sheets it is doubtful whether Petitioner is a going concern. It is Petitioner along with the Government which is playing a fraud on R1 Company. Since Petitioner has the li....
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....Board meeting of Petitioner held on 11th June 2004: 57th Board meeting of Petitioner held on 24th December 2004 (11) During the hearing of 03.05.2021, Counsel for Petitioner stated that the Devas Agreement was never placed before any authority and that various authorities like ICC (INSAT Coordination Committee), TAG (Technical Advisory Group) never saw the Devas Agreement. In the 122nd TAG meeting, the Devas Agreement was discussed. At this meeting, the following members were present from Ministry of Communications Department of Telecommunications Shri Arun Golas, DDG (Sat), TEC, Shri A.K. Kalla, DGM, BSNL, Shri P.K. Pandey, Jt. DDG. (Radio) BSNL, Shri Rupendra Kumar, Director (Sat), TEC, Shri Devendra Singh, Director (LR-1), DOT, from Wireless Planning & Coordination Wing, Shri G.K. Agrawal, DWA Ministry of Science & Technology India Meteorological Department, Shri R.C. Bhatia, ADGM (Sat. Met); Dr. Sant Prasad, DOG (Sat. Met.), IMO; Shri A.K. Sharma, Director/IMD Ministry of Information & Broadcasting Doordarshan; Shri D.P. Singh, Director (Engg.); Shri J.M. Kharche, Dy. Director (Engg.). All India Radio; Shri Y.K. Sharma, Director, Engg. (TC); Smt. Ruchi Srivast....
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....ion 73 of the Indian Contract Act, 1872, if a party commits breach of a contract, the innocent party can treat the breach as rescission of the contract and sue for damages. Further, the Counsel for Petitioner tried to misinterpret the clauses of the Devas Agreement to allege fraud. Firstly, it is reiterated that this cannot be the scope of Section 271(c) and in any event is ex facie untenable. A bare perusal of the recitals of the Devas Agreement will show that there is no edifice to build the allegation of fraud. The clauses clearly demonstrate that neither Petitioner nor R1 Company intended to bypass any procedural requirement and/or approval from any Government Authority. Therefore, all allegations that there was any concealment from any department and/or ministry of the Government of India are false and misleading. If the Devas Agreement provided that all permissions have to be taken by the parties, then the allegation that no permission was taken is baseless. As can be seen from the terms of the Devas Agreement, the satellite was still to be built, launched successfully in orbit before the same could be leased. Parties had sufficient time to take all requisite permissions befo....
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....errestrial Digital Multimedia Broadcasting to small user terminals in Japan and South Korea and Japan while using a geo-stationary satellite. Even though TV and Audio broadcast was main objective for the technologies, being digital in nature the technology they could support video, audio and data (multimedia) services. All these satellite-based multimedia broadcasting systems adopted different technologies. None of them used DVB-SH technology. Therefore, the allegation that the hybrid technology required to provide Devas services did not exist back then is completely false and incorrect. Furthermore, it is pertinent to mention that the founders of R1 Company and the engineers working on Devas system were fully involved in the implementation 35 World Space service- the pioneers in satellite digital radio which started service in 1998 over Africa and in 2000 over India/Asia. Three key persons who were involved in the establishment of fully operational World Space system including radio receivers designed and built in India by BPL, India, R1, Mr. Venugopal and Ram Viswanathan and a host of other technocrats and engineers who also worked at R1 Company. (19) The Petitioner file....
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....ermission was only for internet services. Therefore, money brought into the country could not have been used for paying even upfront fee for lease as per Devas Agreement. It is unfortunate that this Tribunal is being mislead at every stage. It is important to look at every document as false plea are being raised by counsel for Petitioner and taking advantage of COVID-19 documents are not being shown to this Hon'ble Tribunal. A perusal of the ISP License of R1 Company makes it clear that SDMB Multimedia services can be provided under the ISP License. Antrix mistakenly equates the services to be provided with the methods through which those services can be provided. The Internet Service Provider licence dated 02.05.2008, provides that Devas could "set up and operate the Internet Services in the licensed service area". R1 Company described its services and its company completely and correctly in its application to the FIPB. Nowhere did R1 Company pledge to the FIPB or any other government agency that its sole raison d'etre would be provisioning of internet services--whether basic or value add. R1 Company properly disclosed to the FIPB that the Company was a dynamic, revolution....
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....but chooses to argue for about 2 hours to support the case of the Petitioner. The Petitioner has failed to disclose any act, omission, concealment or abuse of position or any connivance with the intent to deceive to gain undue advantage and/or to injure the company or its shareholders or its creditors or any other person. The Petitioner has failed to disclose any misfeasance or misconduct in the formation of management of affairs and/or that it is proper that the company be wound up, which is a requirement U/S. 271(c). (25) The allegation that in the 104th meeting of Space Commission dated 26.05.2005 there was no discussion of Devas Agreement. This is not correct as Devas Services have been mentioned and it is for this reason that Member (Finance) stated that they should have a backup for utilization of capacity. It may also be noted that Mr. Kasturirangan was head of Space Commission, ISRO and Petitioner at the relevant time and had been involved in negotiations with Forge LLC. Additionally, the Petitioner has failed to disclose all minutes and resolution of space Commission and Petitioner. Therefore, without the same no finding can be returned that these issues were plac....
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....(Winding Up) Rules, 2020 and in the IBC, 2016. In light of the same, the referred judgments become inapplicable to the present Companies Act, 2013. Devas is a non-performing Company since day one and does not involve any creditors, bankers or any other stakeholder. All the above three parties are duly aware of the winding up proceedings under Section 271(c) and one of the shareholders has impleaded itself before this Tribunal and the shareholders are pursuing enforcement action in various jurisdictions because of the appointment of the Provisional Liquidator by this Tribunal vide its order dated 19.01.2021. All the parties connected to the case are aware of the present proceedings. (2) There are two significant changes in the 2020 rules viz., under the erstwhile 1959 Rules, under Rule 96, upon the filing of a Petition it shall be posted before the Judge in chambers for directions as to advertisements. However, the 2020 Rules use a peculiar expression in the context of advertisements. A reading of Rule 5 in the 2020 Rules would indicate that the expression used regarding advertisement is 'if any'. Therefore, under the 2020Rules, this Tribunal has the discretion to d....
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....eriod of limitation in the case of any suit or application is prescribed under the Limitation Act, 1963. Since there is no provision setting out any period of limitation for fraud, one has to take guidance from Article 137 of the Schedule to the Limitation Act, 1963. Devas at the outset had not pleaded this ground anywhere and therefore, is not entitled to raise at this stage. Without prejudice, the submissions made are not sustainable even on merits. The sole argument rendered before this Court is that even according to the Petitioner, CBI had filed its charge sheet on 11.08.2016 and that becomes the starting point on computation of limitation. Petitioner has also filed the same charge sheet in the City Civil Court, Bangalore in November 2016 and consequently, 3 years limitation should be reckoned from the same and if so, the proceedings are barred by limitation. (5) Devas had erred on facts in limiting its case only on the first CBI charge sheet dated 11.08.2016 or the placement of the same before the City Civil Court in November 2016. CBI did not stop with the first charge sheet; it went on investigating the various elements of fraud that had happened at various points ....
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....vening several enactments, the plea of Devas that law-should restrict enforcement only under one of the laws and give up the rest should be dismissed at the threshold. It is even more well settled principle of law that it is the respective authority who is empowered to examine the issue and come to a conclusion under the respective enactments, and this has to be done independently without getting influenced in any other manner on the basis of the collateral proceedings. A winding up of a company can be done only under the Companies Act, 2013 and when a petition is filed for the same under Section 271(c), the exclusive jurisdiction to decide and conclude is only with this Hon'ble Tribunal. (8) In addition, regarding the contours of Section 271(c) and the jurisdiction of this Hon'ble Tribunal to adjudicate the present matter, Devas submitted and argued vehemently that even if there is fraud, this Tribunal must not resort to winding up Devas as it requires something 'extra' to wind up a company. Several judgments were also cited in support of the proposition that winding up must be the last resort and this Hon'ble Tribunal must explore other options. It is....
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....1 to 41, the multifarious issues and acts of fraud committed by Devas and the High Court was pleased to render a finding that as against all these allegations of fraud, the impleading applicant had not made even a whisper. After upholding the Constitutional Validity, the Hon'ble High Court was pleased to dismiss the Writ Petition on 28.04.2021, imposing a cost of 5 Lakhs. (13) The Petitioner's Counsel completed the arguments on the 03.05.2021. When the Tribunal wanted to post the matter the following day, Senior Counsel for Devas requested the matter to be heard on 05.05.2021 and agreed to appear and conduct the matter. On the same day, i.e., 03.05.2021, the impleading applicant filed a Writ Appeal in W.A 519/2021 against the order of the Learned Single Judge dated 28.04.2021 rendered in W.P 6191/2021. The Writ Appeal came up for hearing on 05.05.2021 and in spite of repeated pleas in seeking a deferment of this Hon'ble Tribunal hearing the matter which was under progress since the Union of India was arguing the case before this Hon'ble Tribunal, the Division Bench of the Hon'ble High Court declined the request and allowed the Tribunal to proceed with t....
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....iety v. Union of India, passed by Hon'ble Supreme Court of India 1996 6 SCC 530489. v. Shrilekha Vidyarthy v. State of U.P., passed by Hon'ble Supreme Court of India 1991 1 SCC 212489. vi. LIC v. Consumer Education and Research Centre 1995 5 SCC 48. vii. New India Public School v. HUDA, passed by Hon'ble Supreme Court of India 1996 5 SCC 510489. viii. Akhil Bhartiya Upbhokta Congress v. State of MP 2011 5 SCC 2. ix. Sacchidanand Pandey v. State of WB, passed by Hon'ble Supreme Court of India 1987 2 SCC 295489. x. Dharampal Satyapal Limited v. Deputy Commissioner of Central Excise, Gauhati & Ors. passed by Hon'ble Supreme Court 2015 8 SCC 519. xi. Ram Deen Maurya v. State of Uttar Pradesh: 2009 6 SCC 735. xii. May George v. Special Tahsildar & Ors.: 2010 13 SCC 98. xiii. Delhi Airtech Services Pvt. Ltd. v. State of Uttar Pradesh 2011 9 SCC 354 xiv. Panther Fincap and Management Services Ltd. v. Union of India, passed by the Hon'ble Bombay High Court. xv. Satluj Jal Vidyut Nigam v. Raj Kumar Rajinder Singh 2019 14 SCC 449. xvi. Bhaurao Dagdu Paralkar v. ....
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.... of India Company under the administrative control of Dept. of Space, was incorporated on 28.08.1992 under the provisions of Companies Act, 1956 with its principal place of business at Antariksh Bhavan, Near New BEL Road, Bangalore 560231, India. (2) Devas Multimedia Private Limited (Devas/Respondent No. 1) a Company incorporated on 17th December,2004, under the provisions of the Companies Act, 1956 with its principal place of business at Preema Gardenia, 357/6 1st Cross, 1 Block, Jayanagar, Bangalore 560 Oil, India. The majority of Devas' shares are owned by Deutsche Telekom Asia Pvt. Ltd. (DT Asia), Telecom Devas Mauritius Ltd., (Telecom Devas) and CC/Devas (Mauritius) Ltd. (CC/Devas). (3) Both the Companies entered into Written Agreement on 28th January, 2005 wherein Antrix agreed to make available Devas, on lease basis, a part of space segment capacity on Primary satellite 1 (PS1) and on option to gain additional capacity on Primary Satellite 2 (PS2) to be manufactured for similar services without any immediate backup in S-Band, on the request made by Devas. In short, Antrix agreed to build, launch and operate two satellites and lease spectrum capacity on ....
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....s have been committed by Devas and its Management and officers in collusion with officers of Antrix. Accordingly, CBI had filed charge sheet dated 11.08.2016 and supplementary Charge sheet dated 08.01.2019 and similarly ED has also initiated similar action. These proceedings are pending adjudication. (9) However, the proceedings of CBI and ED could not be brought to the notice of ICC Court as the Award was already passed. Therefore, the instant proceedings have been initiated before the Tribunal. 13. Before examining the above issues, it would be appropriate to advert to the relevant findings as recorded in the Award dated 14th September, 2015 passed in Case No. 18051/CYK by the International Court of Arbitration of the International Chamber of Commerce (ICC Award) in the case titled as Devas Multimedia Pvt. Ltd., Vs. Antrix Corporations Ltd., as obtaining the Award and its enforcement proceedings are material issues and have bearing on the issues raised in the instant Petition. The relevant observations/findings, as recorded in the Award, are as follows: (1) The agreement was executed on 28.01.2005. From then until 2010, the parties' relationship progresse....
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....t 2013, that too was dismissed. On 13th May 2013, Devas asked that the Tribunal proceed with this arbitration, and on 24th June 2013, the Tribunal directed that the arbitration would proceed. (4) On 11th October, 2013, after consulting with the parties, the Tribunal directed that the hearing would be held in the week beginning 15th December, 2014 in New Delhi. It later transpired that, for serious medical reasons, one of the Tribunal Members, based in London, may have been unable to attend the hearing if it took place in New Delhi at that time. In light of this, and the long delay in the arbitration (as noted above the hearing was originally scheduled to take place in April 2012), the geographical venue of the hearing was moved to London. (5) In terms of the Agreement, Devas was required to pay to Antrix: UCRF of USD 20 million per satellite in three equal installments and a lease fee of USD 9 million (initially), and USD 11.25 million per annum when Devas became cash flow positive. (6) Para 126 of the award reads as under: "On 25th February 2011 Antrix wrote to Devas informing it that the agreement was terminated. The letter stated: "th....
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....11. Initially, Devas alleged that Antrix had repudiated its obligations under the agreement, but that it had not accepted the repudiation, and sought specific performance of the agreement. However, Devas later changed its position. On 13th June, 2013 Devas wrote to Antrix and stated: "we refer to your letter of 25 February 2011 in which you purported to terminate the above- referenced Agreement. There clearly was no basis for you to terminate the Agreement and, accordingly, the purported termination of the Agreement by your 25 February 2011 letter was wrongful and in repudiatory breach of the Agreement. Devas was entitled to accept Antrix's repudiatory breach of contract and to bring the Agreement to an end, whilst claiming damages. Since then, Antrix also has obstructed the expeditious determination of the arbitration proceedings commenced by Devas. Antrix continues to be in repudiatory breach of the Agreement even today and has clearly evinced its intention not to perform the Agreement. Devas has elected to, and does hereby, accept Antrix's repudiatory breach of the Agreement, bringing the Agreement to an end as a result of Antrix's....
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....d not result in any legal/civil consequences. It is an absurd contention rose on behalf of Devas, that after obtaining the contract in question in the above manner, it started to obtain necessary licenses to fulfil its obligations under the terms of Contract. Devas did not stop its fraudulent activities even after termination of the Contract in question. By taking advantage, rather misusing the terms of Article 20 (Arbitration Clause) as contained in the Agreement, to pre-empt Antrix to settle the dispute first by referring to senior Management of both the parties, failing which to invoke arbitration clause, has hurriedly rushed to ICC Court on 01st July, 2011 by-passing due procedure as contemplated under the Agreement. Therefore, Antrix/UOI could not succeed in its efforts to invoke proper arbitration in terms of the above article, as the Apex Court of India did not agree to such proposal, mainly on the ground that invoking Arbitration by Antrix would amount to second Arbitration which was not tenable. Devas not only succeeded in taking the arbitration out of India, but also succeeded in conducting it on foreign soil, on the ground that one of Arbitrators could not travel to Indi....
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...., while at the same continue enforcement proceedings. When Antrix and Union of India have suffered huge ICC Award and are facing its enforcement proceedings, Devas, in all fairness, it should wait for the outcome of proceedings pending before Hon'ble Delhi against the validity of the Award. Therefore, this Tribunal would not permit Devas to succeed at both ends and its bounden duty is to protect public interest and to uphold the law. Since Devas is misusing the legal status conferred on it by virtue of its incorporation by filing various proceedings on un-tenable grounds in India and abroad to enforce ICC Award, it would be just and proper for this Tribunal to decide matter as expeditiously as possible. Therefore, in order to achieve his object to stall the proceedings of this Tribunal, he has filed Company Appeal (AT)(CH) No. 02/2021 on behalf of Devas Employees Mauritius Pvt. Limited before the Hon'ble NCLAT, Chennai by questioning the Interim Order dated 19th January, 2021 passed by this Tribunal in the instant case, which was finally disposed of by an order dated 11.02.2021 by directing the Appellant to file necessary Interlocutory Application before this Bench. Accordi....
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....the accused depending on the merits of the case. However, it will never lead to Winding Up of Devas Company. Therefore, both the Parties have rightly not raised question of limitation in their pleadings. However, the learned Senior Counsel, by contending that it is the duty of Tribunal to examine it, though not pleaded in their main pleadings, on un-tenable grounds. Since the incorporation of Devas itself is by fraudulent means and it is ab-initio void and all their consequential actions too, question of limitation does arise in the instant case. And it is a continuous cause of action. (2) With regard to the contentions that the Tribunal has no jurisdiction to determine whether the Devas Agreement is fraud/fraudulent or not, as these issues are being examined by CBI, Enforcement Directorate, and to the extent permissible by the Hon'ble Delhi High Court hearing the challenge to the ICC Award, are concerned, as stated supra, the instant Petition is filed under the provisions of Sections 271/272 of the Companies Act, 2013 seeking to wind up Devas Company. Admittedly, the Tribunal alone is competent to decide the issue of winding up petition and Civil Courts jurisdiction i....
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....d their contentions were duly taken on record by the Tribunal. Therefore, principles of natural justice have been duly followed. As per law, in a Petition filed U/s. 271 of the Companies Act, the broad issue to be considered at the time of admission is whether the affairs of a Company are being conducted fraudulently etc., and it is not necessary to order notices to all stake holders at the time of admission, and the Liquidator appointed in the case would cause notification to those stake holders during the process of liquidation of the Company so as to redress their grievances. (6) With reference the contention that innocent party can sue for damages if a party commits breach of a Contract, in terms of Section 73 of the Indian Contract Act, 1872, is concerned, it is relevant to point out here that Devas having brought Rs. 589 crores into India, without doing any worthwhile service/business in India, has siphoned off/diverted that money out of the Country except less than Rs. 100 Cr. under various heads in India. Not satisfied with diversion of funds contrary to law, Devas has dragged Antrix to Arbitration on foreign soil, that too contrary to extant terms of Agreement in ....
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....s. 248(1) of Companies Act, 2013, as it has failed to file balance sheet and Annual returns for the year 2007-08. (9) So far as the contentions that the Tribunal has to wait till decisions rendered in the cases already initiated by CBI and ED and other connected cases are concerned, as stated supra, they are not at all tenable and this Tribunal is having an exclusive jurisdiction over the issue raised in the instant Petition, in terms of extant provisions of Companies Act, 2013 read with Section 430 of the Companies Act. In this regard, it is relevant to extract section 430 of Companies Act, 2013, which reads as follows: "430. 'No civil court shall have jurisdiction to entertain any suit or proceeding in respect of any matter which the Tribunal or the Appellate Tribunal is empowered to determine by or under this Act or any other law for the time being in force and no injunction shall be granted by any court or other authority in respect of any action taken or to be taken in pursuance of any power conferred by or under this Act or any other law for the time being in force, by the Tribunal or the Appellate Tribunal. In this context, it is also relevant ....
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....ion of law and a baseless argument raised on behalf of Devas. The affairs of Union of India would be carried out by its officers and those acts of officers would be finally subject to judicial review. Even the acts of errant officials would not bind the state, as in the instant case. The Official Liquidator is an office established by virtue of law and such Liquidator can act as Liquidator to all the Companies, private or public, on his/her appointment as such to any case by Court/Tribunal and he will discharge his statutory duties subject to supervisory authority of Tribunal/Court. (12) With regard to the contention that the Tribunal is having only summary jurisdiction, as per law, it cannot decide the issues/allegations made in the instant Petition, as those issues are purely triable issues to be decided by competent Civil courts, after adducing evidence etc, are concerned, it is to mentioned here that, as stated supra, the Tribunal alone is the Competent Court to entertain a Petition for Winding up of a Company and to decide it finally, however, subject to final supervisory and constitutional jurisdiction of Hon'ble High Courts and the Hon'ble Supreme Court of I....
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.... proceedings including initiation of IBC proceedings against Corporate Debtor are not maintainable. Therefore, Devas cannot treat the amount of Award in question, as Debt in its Accounts and proceed on that basis, as it is only contingent debt. 20. Since the Agreement dated 28.01.2005 in question is the cause of action for all disputes and litigation between the Petitioner and Respondent No. 1, it is necessary to examine whether this Agreement at first instance is executed in accordance with law so as to raise legal rights between the Parties. In terms of Section 10 of Indian Contract Act, 1872, all agreements are contracts if they are made by free consent of parties competent to enter into the contract, for a lawful consideration and with a lawful object, and are not expressly barred by law to be void. In the instant case, a fundamental question arises as to whether the competent and duly authorized parties have executed the Agreement for lawful object. In this regard, it is relevant to refer the first paras of Agreement, which reads as under: "This Agreement ANTX/203/DEVAS/2005 is entered on this twenty eight day of January, 2005 by and between Antrix Corpn. Ltd., hav....
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....Thus the incorporation of Devas made with fraudulent intentions is ab initio void and its name should be struck from the Register of Registrar of Companies by virtue of this winding up proceedings. Though the validity of Agreement in question is not the subject matter in the instant case, the fraudulent and unlawful purpose behind incorporation of Devas, would be relevant factors to be taken into consideration by the Tribunal, while deciding the case. And the unlawful object of Devas is to bring foreign funds into India and then siphon off the same by diverting those funds to foreign countries, into dubious accounts. Further, it does not have any commercial antecedent to enter into such prestigious Agreement in question is another factor to justify Devas to be Wound up. Therefore, we are convinced that the circumstances as mentioned under provisions of Section 271 of Companies Act, 2013 stand fulfilled so as to order Winding Up of R-1 Devas Company. 22. The issue whether the initiation of instant proceedings stands vitiated on the alleged failure of Central Government to afford prior opportunity to Devas before granting permission to Antrix to file the instant Petition is concer....
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.... i. Asset Reconstruction Company (India) Limited Vs. Bishal Jaiswal and Another. ii. Jagnesh Shah &Anr. Vs. UOI &Anr. (2019) 10 SCC 750. iii. Mediquip Systems (P) Ltd. vs. Proxima Medical System GMBH (2005) 7 SCC 42. iv. Pradeshiya Industrial & Investment Corpn. Of U.P. vs. North India Petrochemicals Ltd. &Anr. (1994) 3 SCC 348. 26. So far as first judgment in Asset Reconstruction Company (India) Limited Vs. Bishal Jaiswal and another is concerned, the main issue arising for consideration in the case is whether acknowledgement of debt in Balance Sheet would extend period of limitation or not, so as to initiate insolvency proceedings under the provisions of IBC, 2016, in the light of conflicting judgment rendered by Hon'ble NCLAT, contrary to settled position of law. The Hon'ble Supreme Court, by referring to various judgments rendered on the issue, has inter alia held that acknowledgement by Debtor as per entry in Balance Sheet extends period of limitation. The following are some of relevant paras of the judgment: "14. The next question that this Court must address is as to whether an entry made in a Balance Sheet of a Corporate Debto....
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....17.08.2018, pursuant to which a recovery certificate dated 19.06.2019 was issued. The Section 7 application averred that the date of the DRT decree furnished the cause of action and, thus, was the starting point of limitation in this case. 59. Shri Sidhartha Barua, learned counsel appearing on behalf of the appellant, has argued that this appeal deserves to be allowed and the matter sent back to the NCLAT to be decided in accordance with our judgment delivered in Civil Appeal No. 323 of 2021." 27. The above judgment admittedly would not apply to the facts and circumstance of the instant case and it is misquoted. In the instant case, the contention raised on behalf of Devas is that even though question of limitation was not raised by them in their pleadings, it must be considered by the Tribunal, as it is a question of law. It is therefore, contended that the case is barred by laches and limitation as the cause of action arise in the instant case in the year 2016, when investigating Authorities CBI/ED unearthed alleged fraud committed by Devas and its officials and filed charge sheet. This Tribunal has given a finding in the preceding para by holding that cause of action....
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....misquoted and not applicable to the instant case. 31. So far as the judgments cited and relied upon by Shri N. Venktaraman, the Learned ASG, are concerned, it is to be stated that majority of judgments are totally irrelevant and not applicable to the facts and circumstance of instant case. And mere observations made in those cases would not support the case either. Therefore, we are not adverting those cases specifically. 32. The incorporation of Devas itself was with fraudulent motive and unlawful object to collude and connive with then officials of Antrix and to misuse/abuse process of law, to bring money into India and to divert it under dubious methods to foreign Countries. The Agreement in question was not executed in pursuance to any public notification. DEVAS by declaring itself that it was developing a platform capable of delivering multimedia and information services via satellite and terrestrial systems to mobile receivers, tailored to the needs of various market segments, has requested Antrix for space segment capacity for the purpose of offering S-DMB Service, new digital multimedia and information service including but not limited to audio and video contents etc.....
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....iled to show any cogent reasons as to why it should not be wound up and to keep its name on the Register of Registrar of Companies, Karnataka. The only reason apparent on record by perusal of various pleadings raised in the instant Petition is that it wants to prosecute enforcement of Award in question, in the name of Company, in the Courts in India and abroad, by abusing process of law. Therefore, the intention of Devas in opposing the instant Petition by raising untenable and baseless grounds is to abuse the rights conferred by virtue of law, on the Company and to abuse process of law. 35. Since fraudulent activities are attributed to Devas and its officers from the date of its incorporation, as detailed supra, its share holders have no role in the instant proceedings at the present stage, as their liability is limited to their share-holding. Moreover, it is not the case of minority shareholders (Devas Employees Mauritius Pvt. Ltd., impleading Applicant) CA. No. 11 of 2021, that it has filed any Petition or Application alleging any acts of oppression and mismanagement on the part of management of DEVAS. As per law, once winding up order is passed by Tribunal/Court, it is bindi....
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..../2021 is hereby allowed by ordering to wind up Devas Multimedia Pvt. Ltd. /R-1 Company with the following consequential directions: (1) The provisional Liquidator, who is Official Liquidator, Bangalore, attached to the Honble High Court of Karnataka, appointed vide interim order dated 19th January, 2021, is hereby appointed as Liquidator to take steps to liquidate Devas Multimedia Pvt. Ltd.,/R-1 Company in accordance with law; (2) All persons associated with the affairs of Devas, and also the Authorised signatories to various pleadings filed in various Courts/Tribunal, on behalf of Devas, before various Courts in India and abroad, including Dr. M.G. Chandrashekhar, who has filed Affidavit-in-Objection to the instant Petition, are hereby directed to extend full assistance and co-operation to the said Liquidator to discharge his statutory functions; (3) The Petitioner is directed to advertise this Winding up Order immediately but not later than 14 days from today, in widely circulated news papers in vernacular language and in English Language in Karnataka and also in English Language in widely circulated news paper(s) in India; (4) The Liquidator i....