TaxTMI 
TaxTMI 
2022 (11) TMI 1157
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....mar, Special Government Pleader For DVAS Ravi Prasad, Advocate for R1/Caveator For the Respondent Nos. : Mr. Arvind Nayar, Senior Advocate 2 & 3 For Mr. Suhrith Parthasarthy, Advocate For the Appellants : Mr. Arvind Nayar, Senior Advocate For Mr. Suhrith Parthasarthy, Advocate For Respondent No.1 : Mr. J. Ramachandra Rao, Addl. Advocate General For Mr. Andapalli Sanjeev Kumar, Special Government Pleader For DVAS Ravi Prasad, Advocate for R1/Caveator For the Respondent No.2 : Mr. P.H. Arvindh Pandian, Senior Advocate, For Ms. Deepika Murali, Mr. Karthik Sundaram, Ms. Anusha Peri, Ms. Shreya Narayanan & Ms. Pratiksha Easwar, Advocates JUDGMENT (Virtual Mode) Justice M. Venugopal, Member (Judicial): Company Appeal (AT) (CH) No. 84 of 2022: Introduction: The Appellant/1st Respondent has preferred the instant Comp. App (AT) (CH) No. 84 of 2022, before this 'Tribunal' as an 'Aggrieved Person', on being dissatisfied with the 'impugned order' dated 25.07.2022 in M.A.No.21/2021 in C.P. No.36/2021, passed by the 'National Company Law Tribunal', Hyderabad Bench-II, Hyderabad. 2. The 'National Company Law Tribunal', Hyderabad Bench-II, Hyderabad, while passing the 'impugned order'....
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....scharge governmental functions, which were of traditional vintage. iv. The Gujrat State Finance Corporation Vs M/s. Lotus Hotel Pvt Ltd (AIR 1982 Guj 198) v. SK Verma Vs Mahesh Chandra and Others (1983) 4 SCC 214) this case talks about maintainability of reference should not be questioned especially by Public Sector Corporations on mere technical grounds. vi. A.L. Kalra Vs Project & Equipment Corporation of India Ltd (1984) 3 SCC 316, this case talked about Government Undertakings to be referred as "Other authorities" under Article 12 of the Constitution of India and that employees to such bodies are entitled to get protection under Part III though not under Part II. vii. P.K. Ramachandra Iyer & Others Vs Union of India & Others (AIR 1984 SC 541), according to this judgment Indian Council of Agricultural Research (ICAR) is "other authorities' under Article 12 of the Indian Constitution. viii. NGEF Limited Vs Chandra Developers and Others (2005) 8 SCC 219, this Judgment says that Section 536 (2) ipso fact does not confer any power or jurisdiction to the Company Court for sale of assets of sick companies. 27. From the above, we are sure that TSIIC is not a Company o....
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....espondents that an earlier petition filed by the APIIC for oppression and mismanagement has been withdrawn citing non-completion of demerger which is no obstacle to this petition. In our view, the petition filed under Section 397, 398 of the Companies Act, 1956 having been withdrawn due to non-completion of demerger, has absolutely no bearing on this case for the reason that in our opinion the demerger is not at all required in this case and the withdrawal of Company Petition by APIIC is also of no consequence and has no bearing on this petition. 30. It is also in the public interest that the niceties or technicalities and hair splitting arguments are to be ignored to unearth the truth hidden behind the curtain. In view of the same, we hold that the Petitioner has got all the locus standi to pursue the Company Petition No. CP 36/2021 and the Respondent Company i.e. Emaar Hills Township Private Limited is bound to file its counter in reply to the contentions raised by the Petitioner in the main Company Petition. 31. Apart from the issue of maintainability of this petition, the other issue that comes for consideration is whether the Petitioner Company is entitled for the relief....
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.... or any other entry; (c) In granting an 'Order' of injunction restraining the 2nd and 3rd Respondents from acting / conducting the affairs of the 1st respondent company and directing them to hand over the assets and records of the 1st Respondent Company including disclosing the details of all assets/properties/monetary transactions and accounts to the petitioner and further directing the regulation of the conduct of the affairs of 11th Respondent company upon such terms and conditions as may appear to be just and equitable; (d) In directing an independent enquiry / investigation into the affairs of the 1st Respondent Company (Appellant in Comp. App (AT) (CH) No.84 of 2022), by appointing an 'Independent Auditor'; (e) In directing an independent enquiry in to the affairs of the Respondent Companies by Central Government represented by Respondent No.14 (SFIO Office), under Section 213 of the Companies Act, 2013; and other reliefs." 4. According to the '1st Respondent'/'TSIIC'/Petitioner' in main CP/36/2021 (on the file of 'National Company Law Tribunal', Hyderabad Bench), the '1st Respondent'/'TSIIC'/'Petitioner', is a wholly owned company of the 'Government of Telangana',....
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....he implementation structure of the 'Integrated Project'. In fact, the '1st Respondent'/'TSIIC'/'Petitioner' (erstwhile 'APIIC') was designated as the 'Nodal Agency' to develop and implement the said 'Project'. The 'Vice Chairman & Managing Director' of the 'Former Andhra Pradesh Industrial Infrastructure Corporation Limited' was authorised to enter in to a 'Memorandum of Understanding' with the 2nd Respondent for implementation of the 'Project'. In terms of the aforesaid G.O., the land use for the Project and Manikonda was approximately 235 Acres for the Golf Course, 285 Acres for multiuse (Township) and 15 Acres for unusable land for water bodies, etc. 9. It is the version of the '1st Respondent'/'TSIIC'/'Petitioner' that 'SPV1' ('Special Purpose Vehicle1') was to develop pre-championship 10 hole Golf Course and multiuse development, including Villas and Commercial Complexes at Manikonda. The 'Equity' investment in 'SPV1' was to be 26% by the Petitioner and 74% by the 2nd Respondent. The 'Equity Investments' in 'SPV2', allocated on the Convention Centre and Hotel was to be 49% by the Petitioner and 51% by Emaar Properties PJSC in 15 Acres in NAC Grounds, etc. 10. On behalf of th....
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....dent'/'TSIIC'/'Petitioner' had averred in the main Company Petition that the 'Appellant' / 'Emaar Properties PJSC' (in Comp. App (AT) (CH) No. 87 of 2020) / '2nd Respondent' ('Developer') is entitled to assign its 'Rights of Development, Maintenance and Operation of the 'Integrated Project' only with the prior written approval of the '1st Respondent / Petitioner', in terms of Clause 2.4 (x) of the Collaboration Agreement. Under any circumstances, the 'Respondents' had no power of allowing the sale of the subject lands to the Third Parties, as that had taken place in the instant case. 14. By means of the 'Terms of the Understanding', between the State of Andhra Pradesh and the 'EMAAR Properties PJSC' (2nd Respondent) three Joint Venture Companies were incorporated and the SPV1 / the Appellant EMAAR Hills Township Pvt. Ltd. / 1st Respondent was incorporated in regard to the Shareholding of the said Company, a Shareholders' Agreement was executed in Dec'2005, the State of Andhra Pradesh and Respondent Nos. 1 to 3, whereby, it was agreed that the '1st Respondent/TSIIC/Petitioner' will hold 26% of the 'Shareholding' in the 'Appellant' / 'M/s. Emaar Hills Township Pvt. Ltd.' ('1st Respo....
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....e in favour of the '11th Respondent'. 20. It is the case of the '1st Respondent'/'TSIIC'/'Petitioner' without APIIC's knowledge, a 'Development Agreement cum General Power of Attorney' dated 25.07.2007, was entered in to by the 'Appellant'/'Emaar Hills Township Pvt. Ltd.'/'1st Respondent' and '11th Respondent', through which the 'purported Development Agreement' dated 03.11.2006 was cancelled and was reportedly replaced by the 'New Development Agreement' dated 25.07.2007. 21. It is projected on the side of the '1st Respondent' / 'TSIIC'/'Petitioner' that the execution of the purported Development Agreement come from the 'General Power Attorney' and the mention that the allocation of Share Percentage in gross revenue would be decided separately was made with an intention of enriching the Respondent Nos. 2 & 3, while causing huge financial loss to the 'APIIC'. 22. The plea of the '1st Respondent'/'TSIIC'/'Petitioner' is that the purported Agreements, which were entered in to with the 11th Respondent had entitled it to retain a sizeable / major portion of the Revenues and only a minimum of 5% and maximum 25% of the Revenues were to be passed on to the 'Appellant' / 'M/s. Emaar Hill....
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....the 2nd & 3rd Respondents and such an interest was to be disclosed to the Board of the 'Appellant / Emaar Hills Township Pvt. Ltd.', but the same was not done and it amounts to violation of the Section 184 of the Companies Act, 2013, besides the breach of the Clauses of the 'Shareholders' Agreement. 29. It is the stand of the '1st Respondent'/'TSIIC'/'Petitioner' that the '8th Respondent' (Mr. Srikanth Joshi) is the 'Chief Executive Officer' of the '11th Respondent' and a 'Director' of the 'Appellant' / 'M/s. Emaar Hills Township Pvt. Ltd.' and owing to the non-disclosure in respect of Mr. Srikanth Joshi is in negation of Sections 297 & 299 of the Companies Act, 1956. 30. The CEO of the 'Appellant / Emaar Hills Township Pvt. Ltd.' had signed the 'purported Development Agreement cum General Power of Attorney', on behalf of the 11th Respondent, and the said 'Contract' had not secured the Board's sanction. The 6th Respondent / Director of the 'Appellant/M/s. Emaar Hills Township Pvt. Ltd.', is also the Chief Executive Officer of the 11th Respondent. 31. The 2nd & 3rd Respondents representatives who had interest in 'Appellant/Emaar Hills Township Pvt. Ltd.' and with the '11th Respon....
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.... of Suit', IA 1764 of 2018 was filed by APIIC and that the 1st Respondent/TSIIC/Petitioner had sought impleadment in the Suit, in IA 147/2021 and the same is pending. 35. It is the averment of the '1st Respondent'/'TSIIC'/'Petitioner' in CP/36/2021 (on the file of the 'National Company Law Tribunal', Hyderabad Bench, that the 'Appellant'/'Emaar Properties PJSC' (Appellant in CA (AT) (CH) No. 87 of 2022) and the 'Emaar Holdings / 3rd Respondent' were mismanaging the affairs of the 'Appellant'/'Emaar Hills Township Pvt. Ltd.' (Appellant in CA (AT) (CH) No. 84 of 2022), by selling the lands of the 'Appellant / Emaar Hills Township Pvt. Ltd.' through the 11th Respondent at a gross under valuation, thereby causing irreparable loss to the 'APIIC'. The 11th Respondent had shown that the lands as sold at the price of Rs.5,000/- per Sq. yard which is not the correct value of the subject properties, because of the fact that the prevailing market rate at that time was approximately Rs.40,000/- per Sq. yard. The fraud may be gorged from the fact that lands are being shown as sold at a price of Rs.5,000/- per Sq. yard in some cases and on the same dates, some of the lands sold by the 11th Resp....
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....d of activity on the property belonging to the 1st Respondent Company; (c) In appointing an Advocate Commissioner to secure and authenticate the statutory records and books of accounts of the 1st Respondent Company; (d) In restraining the 1st Respondent Company from conducting any meetings without the leave of this Hon'ble Tribunal, pending disposal of the present Company Petition; (e) In directing the 1st Respondent to furnish the revenue and expenditure statements once in a month; (f) In directing the 1st Respondent Company to furnish the details of unutilised land and to pass such orders for resumption of unutilized land; (g) To direct the Respondent Companies to compensate the financial losses incurred by the Government of Telangana / TSIIC, till date, in regard to equity dilution and such other consequences. Gist of Appellant's Reply (1st Respondent / M/s. Emaar Hills Township Pvt. Ltd.): 40. The 'Appellant / 1st Respondent' ('M/s. Emaar Hills Township Pvt. Ltd.') in its 'Reply' to MA/21/2021 in CP(IB) No.36/241/HDB/2021, (before the 'Tribunal'), had averred that the '1st Respondent'/'TSIIC'/'Petitioner' has no 'Locus Standi', to file the main CP/36/2021, si....
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....ect: (G) "The Sponsor has selected the Developer through a process of competitive bidding for development of the Integrated Project, followed by negotiations, as provided in the Andhra Pradesh Infrastructure Development Enabling Act, 2001." and a plea is taken that the disputes between the parties are to be resolved through 'Conciliation Board', established under the 'Andhra Pradesh Infrastructure Development Enabling Act'. 45. Indeed, the Notice dated 29.10.2010 of the 'APIIC' in W.P. 32285 of 2010, on the file of Hon'ble High Court of Telangana was stayed by an 'Order' dated 23.12.2010 (concerning, 'Terminating the numerous Agreements executed with Third Parties and restraining 'APIIC' from terminating the Collaboration Agreement'. The 'Appellant'/'Emaar Properties PJSC' (2nd Respondent) gave many representations to 'APIIC' with a view to resolve the issue, but no reply was furnished by 'APIIC'. A 'Committee of Secretaries' was constituted by the Government of Telangana as per G.O.R.T. 322 dated 15.10.2015, to examine the status of the Integrated Project and to come up with alternatives to resolve the issue. 46. The 'Representatives of the 'Appellant'/'Emaar Properties PJSC' (....
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....(2nd Respondent) had made a request to 'APIIC' to initiate the process of Conciliation, to arrive at a 'Mutual Acceptable Solution to the Disputes raised, 'APIIC' had not responded and that necessitated in filing of Writ Petition No. 32285 by the 'Appellant'/'Emaar Properties PJSC' (2nd Respondent). 52. It is the stand of the 'Appellant'/'1st Respondent' (M/s. Emaar Hills Township Pvt. Ltd.), Clause 6 (v) of the 'Memorandum of Understanding' and Clause 2.4 (v) of the 'Collaboration Agreement', specifically provide for the 'Assignment of Rights', towards Development, to other 'Parties', through an 'Appropriate Mechanism'. Further, the whole case of the '1st Respondent'/'TSIIC'/'Petitioner' revolves around the disputed questions of fact, pertaining to the 'Developer's appointment, this 'Tribunal' is not to adjudicate the same, since it is not a fact finding 'Body'. The Nominee Director of the 'APIIC' is on the 'Board of the 'Appellant'/'1st Respondent' (M/s. Emaar Hills Township Pvt. Ltd.), even as on date, which was affirmed by 'APIIC' through its Letter dated 20.08.2014. The 'Appellant'/'1st Respondent' (M/s. Emaar Hills Township Pvt. Ltd.) and other Respondents preferred WP (C) N....
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....nt' (M/s. Emaar Hills Township Pvt. Ltd.). Further, the prayer of the '1st Respondent'/'TSIIC'/'Petitioner' for directing the 'Registrar of Companies', to mark the status of the 'Appellant'/'1st Respondent' (M/s. Emaar Hills Township Pvt. Ltd.) as 'management dispute' can be complied with, subject to the '1st Respondent'/'TSIIC'/'Petitioner' establishing various facts before the 'Tribunal' or before any 'Regulatory Forum'. Appellant's Submissions & Decisions (in Comp. App (AT) (CH) No. 84 of 2022): 58. Challenging the 'impugned order' dated 25.07.2022 in M.A.No.21/2021 in C.P. No.36/2021, passed by the 'National Company Law Tribunal', Hyderabad Bench-II, Hyderabad, the Learned Senior Counsels for the 'Appellant'/'1st Respondent' submitted that the 'Tribunal' had wrongly held that the main C.P. No. 36/2021 filed by the '1st Respondent'/'Petitioner' ('Telangana State Industrial Infrastructure Corporation' / 'TSIIC'), as per Section 241-242 of the Companies Act, 2013, was a 'maintainable one'. 59. According to the Appellant, a 'right' to file an 'Application' under Section 241-242 of the Companies Act, 2013, is available only to a 'Member', as defined under Section 2 (55) of the C....
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....requisition of such member or members of the company as is specified in sub-section (4), forthwith proceed duty to call an extraordinary general meeting of the company. (2) The requisition shall set out the matters for the consideration of which the meeting is to be called, shall be signed by the requisitionists, and shall be deposited at the registered office of the company. (3) The requisition may consist of several documents in like form, each signed by one or more requisitionist. (4) The number of members entitled to requisition a meeting in regard to any matter shall be: (a) in the case of a company having a share capital. such number of them as held at the date of the deposit of the requisition, not less than one-tenth of such of the paid-up capital of the company as at that date carries the right of voting in regard to that matter;.. 13. We have already referred to the order of the Collector appointing the Receiver in respect of the shares in question, attaching them and ordering that 3,50,000 shares be pledged in favour of the Government of Uttar Pradesh. 14. Section 150 of the Act requires every company to keep a register of members containing the names, ....
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....e Club (CA (AT) (CH) No. 17/2022 at paragraph 65, it is observed as under: 65. "There is no two opinion of a primordial fact that a person whose name is not on the 'Register of Members' is not entitled to prefer a 'Petition' before a 'Tribunal'. It is for the concerned person to establish that he is a 'Member' of a Company' on the date of filing of a Petition/Application under the Companies Act, 2013. When a person is not a 'Member of the Company' he cannot even come out with an allegation of 'Oppression' to invoke the ingredients of relevant Provisions of the Companies Act, 2013, as the case may be." 64. The Learned Counsels for the Appellant by referring to the above 'Decisions' / 'Judgment', point out that the 'Statutory' requirement to be a 'Member' to main a 'Petition' under Section 241-242 of the Companies Act, 2013, must be construed strictly. 65. The Learned Counsels for the Appellant points out that the '1st Respondent' ('Telangana State Industrial Infrastructure Corporation') had wrongly relied upon Section 53 (1) of the Andhra Pradesh Re-organisation Act, 2014, in its 'Counter Affidavit' dated 05.09.2022 and it had failed to mention and highlight Section 53 (1), mus....
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.... has harped on incompletion of the transmission of the shares and incompletion of the demerger process while as per fact and law there is neither transmission of shares or transfer of shares nor the demerger process was incomplete........" 70. The Learned Counsels for the Appellant submit that there is a procedure established under 'Law for Transfer of Shares', which ought to be completed even as per the provisions of the 'Reorganization Act', and not been completed in the instant case. Furthermore, when a 'Statute' specifically mentions that something has to be done in a certain manner, then, it ought to be construed strictly and shall be performed in that manner only. 71. According to the Learned Counsels for the Appellant, the '1st Respondent'/TSIIC's Letter dated 11.04.2016 is an admission to the fact that the change in the 'Register of Members' of the 'Appellant' will be affected, only upon the completion of 'Demerger', which is admittedly pending as on date. Besides this, 'APIIC' continues to be on the 'Register of Members' of the 'Appellant' and not the '1st Respondent'/'TSIIC'. 72. The Learned Counsels for the Appellant refer to the Appellant's Letter dated 19.01.2014 w....
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....inal relief. 79. Besides this, the 'Tribunal' in the 'impugned order' had not dealt with the 'Notes of Submissions' filed by the 'Appellant' and /or Respondent Nos. 2 and 3, the 'Case Laws' and the 'submissions made qua the maintainability of the Petition' and per contra, overreaching directions were passed, amounting to final relief. 80. It is the grievance of the Appellant that 'without hearing the Appellant and the Respondent Nos. 2 and 3', the 'Tribunal' had proceeded to grant 'interim relief' and the 'inter order' is in negation of the 'principles of nature justice'. 81. In this connection, the Learned Counsels for the Appellant refers to the Judgment of this 'Tribunal' in the matter of V.G. Selvaraj & Ors. Vs. VGP Housing Private Limited (vide CA AT CH 03/2021), wherein at Paragraphs 60 to 66, it is observed as under: 60. "Conversely, it is the submission of Learned Counsels for the Respondents 1 to 5 that no reliance can be placed on an 'Arbitral Award' dated 18.03.2021 unrelated to the Companies to challenge the Impugned Order of the 'Tribunal' dated 22.01.2021 in CA/06/2021 in CP/393/2019 passed at earlier point of time. Further, the said 'Arbitral....
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.... Petition No.393/2019 to the effect that keeping in view the interest of the R1 Company both the parties had agreed for setting up of 'five member committee' headed by one 'Observer' and constituted a 'five member committee' comprising three representatives being appointed by the Respondent Nos.2, 3 and 4, one by the Respondent Nos.5 and 6; one by the 1st Petitioner and Mr. R. Shankaranarayanan, Senior Advocate was appointed as an 'Observer' and further it was mentioned that the Committee shall have the mandate to decide ERP rates as per the market value, prevailing in the area where the properties are situated, etc. 66. Also the 'Tribunal' in the Interim Order dated 16.04.2019 in the main Company Petition No.393/2019 had proceeded to observe that in case, any issue arises with regard to fixing ERP rates on which there is difference of opinion among the members, the same will be resolved by the 'Observer' amicably and it was made clear that all the pending booking shall also be subject to the ERP rates fixed by the 'Committee' and procedure mentioned." 82. The Learned Counsels for the Appellant points out that the 'Tribun....
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....Rajasthan v. Swaika Properties, (1985) 3 SCC 217, 224." 85. The Learned Counsels for the Appellant cites the decision of the Hon'ble Supreme Court of India in State of U.P. & Ors., v. Ram Sukhi Devi (2005) 9 SCC at Page 733; Spl Pgs: 735 & 736, wherein at paragraph 8, it is observed as under: 8. "To say the least, approach of the learned Single Judge and the Division Bench is judicially unsustainable and indefensible. The final relief sought for in the writ petition has been granted as an interim measure. There was no reason indicated by learned Single Judge as to why the Government Order dated 26.10.1998 was to be ignored. Whether the writ petitioner was entitled to any relief in the writ petition has to be adjudicated at the time of final disposal of the writ petition. This Court has on numerous occasions observed that the final relief sought for should not be granted at an interim stage. The position is worsened if the interim direction has been passed with stipulation that the applicable Government Order has to be ignored. Time and again this Court has deprecated the practice of granting interim orders which practically give the principal relief sought in the petition for n....
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....ief is sought are at New Delhi, one would have expected the writ petition to be filed either in the High Court of Punjab and Haryana or in the Delhi High Court. The writ petitioners however, have chosen the Calcutta High Court as the forum perhaps because one of the interlocutory reliefs which is sought is in respect of a consignment of beef tallow which has arrived at the Calcutta Port. An inevitable result of the filing of writ petitions elsewhere than at the place where the concerned offices and the relevant records are located is to delay prompt return and contest. We do not desire to probe further into the question whether the writ petition was filed by design or accident in the Calcutta High Court when the office of the Company is in the State of Punjab and all the principal respondents are in Delhi. But we do feel disturbed that such writ petitions are often deliberately filed in distant High Courts, as part of a manoeuvre in a legal battle, so as to render it difficult for the officials at Delhi to move applications to vacate stay where it becomes necessary to file such applications. In Union of India v. Jain Shudh Vanaspati Ltd., Chandrachud, CJ., A. P. Sen, R.N. Misra,....
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....e appropriate interim relief. In cases where denial of interim relief may lead to public mischief, grave irreparable private injury or shake a citizen's faith in the impartiality of public administration, a Court may well be justified in granting interim relief against public authority. But since the law presumes that public authorities function properly and bonafide with due regard to the public interest, a court must be circumspect in granting interim orders of far-reaching dimensions or orders causing administrative, burdensome inconvenience or orders preventing collection of public revenue for no better reason than that the parties have come to the Court alleging prejudice, inconvenience or harm and that a prima facie case has been shown. There can be and there are no hard and fast rules. But prudence, discretion and circumspection are called for. There are several other vital considerations apart from the existence of a prima facie case. There is the question of balance of convenience. There is the question of irreparable injury. There is the question of the public interest. There are many such factors worthy of consideration. We often wonder why in the case indirect taxat....
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....d the 'Appellant' in the Year 2016, that consequent upon 'Demerger' of the 1st Respondent/Company' from 'APIIC', the name of the 'Member may be changed from 'APIIC' to 'TSIIC' in respect of and in relation to the shareholding of the 'Appellant'/"Company, held by the 'APIIC'. Subsequently, the 'Appellant' had recognised the '1st Respondent/Company' as its 'Shareholder' and sent notices of the 'Board Meetings' and meetings of the 'Members' to the '1st Respondent'/'Company. 91. According to the 1st Respondent/Petitioner, the 'Appellant/1st Respondent' had stated that it developed the 'Project' but the fact of the matter is that the Project was partially developed and assigned to a 'Third Party', without the consent of the 'answering Respondent' and 'disposed of' the same for far under valuation and emptied the company and denied the 'rights' of the '1st Respondent'. 92. The plea of the 1st Respondent/Petitioner is that the 'Appellant'/1st Respondent' was esstopped to deal with the properties and assets, as their 'Development Rights' were assigned to a 'Third Party', in which, only the 'Appellant'/'1st Respondent' is interested in total exclusion of the 1st Respondent ('TSIIC'). 93.....
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....he Learned Additional Advocate General for the 1st Respondent/Petitioner submits that 'APIIC' had filed pleadings in a case in regard to discharging of the liabilities by the 'APIIC', in respect of the lands alienated to 'Third Parties' and located in the State of Telangana (Hyderabad), the 'APIIC' had filed the Scheme for 'Apportionment for Demerger', before the Hon'ble Supreme Court of India and the Hon'ble Supreme Court had referred to the said pleadings of 'APIIC' before it, wherein at Paragraph 56 of the Judgment in the matter of Unitech Ltd. & Ors. v. Telangana State Industrial Infrastructure Corporation (TSIIC) & Ors., reported in (2021) SCC Online SC 99, wherein at paragraph 56, it is observed as under: 56. "The Scheme for apportionment/demerger has also been produced by APIIC in the course of the pleadings. Para 1 of Section 1 Part II of the Scheme is in the following terms: 1. Upon the coming into effect of the Scheme and with effect from the Appointed Date and subject to this Scheme, all the operational Units of the Demerged Undertaking (including all the estate, assets, rights, title, interest and authorities including accretions and appurtenances of the Demerged U....
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....h Companies Act, 1929, was made in the Indian Act for the first time when the Indian Companies Act, 1913, was amended under the Companies (Amendment) Act, 1936. Sub-section (3) of Section 34 of the Indian Companies Act, 1913, as amended in 1936 was as below: "It shall not be lawful for the company to register a transfer of shares in or debentures of the company unless the proper instrument of transfer duly stamped and executed by the transferor and the transferee has been delivered to the company along with the script". 25. The proviso to Sub-section (3) however, gave power to the company to register the transfer if it was satisfied that the instrument of transfer had been lost. Sub-section (6) of S.34 was another exception to the provisions contained in sub-section (3). It gave power to the company to register as shareholder or debenture-holder any person to whom the right to any share in or debentures of the company had been transmitted by operation of law. 26. When a new law was passed in 1956 a different provision was made in Section 108 of the Companies Act, 1956. Instead of laying clown that 'it shall not be lawful for the company to register" the Legislature provided t....
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.... instruments or transfer of shares be drawn up. Consequently, if the company cannot give effect to the partition by making alterations in the register of members, it shall be necessary for the person, to whom a share is allotted to move the Court under Section 155 of the Companies Act, 1956, for rectification of the register and he shall be put to unnecessary inconvenience and expenses. Similarly, if the actual owner of the shares standing in the name of another person is not out of possession his obtaining a mere-declaratory relief from the Court of law shall not enable him to have thy shares registered in his name. If we read Section 34(3) of the Indian Companies Act, 1913 and Section 108 of the Companies Act, 1956 in the above light, namely, that neither of the provisions are exhaustive, we can safely assume that the Parliament had an underlying object when the wording of S. 34(3) was not adopted while enacting Section 108 of the Companies Act, 1956. When the Parliament did not intentionally declare noncompliance of S. 108 to be illegal, S. 108 cannot be held to be mandatory. It is true that there has to be substantial compliance of a provision which is merely directory but in c....
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.... State including the 7,500 shares in the company vested in the Dominion. By operation of law in consequence of the change of sovereignty, all the public properties of the State which were vested in the Maharaja as the sovereign ruler devolved on the Dominion as the succeeding sovereign. 4. As from January 1, 1949, the Government of India in exercise of its powers under Section 3(2) of the Extra Provincial Jurisdiction Act (47 of 1947) delegated to the Government of Orissa the power to administer the territories of the merged State. On August 1, 1949, the States Merger (Governors' Provinces) Order, 1949 came into force, and in consequence of Section 5(1) of the Order, all property vested in the Dominion Government for purposes of governance of the merged State become from that date vested in the Government of Orissa, unless the purposes for which the property was held were central purposes. By a certificate dated November 10, 1953, the Government of India declared that the 7,500 shares were not held for central purposes. Under the Constitution which came into force on January 26, 1950, the territories of the merged State were included in the State of Orissa. By reason of thes....
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....g is amply supported by the materials on the record. In spite of the fact that the State had filed with the company a certificate of the Collector of Stamp Revenue, West Bengal, that no stamp duty was payable on the transfer, the company raised the objection that the transfer deed must be stamped. To avoid this objection, the Government stamped the deed and again lodged it with the company. For over three years, the Directors delayed registration of the transfer on frivolous pretexts. On May 16, 1953, the Directors without assigning any reason declined to register the transfer. Before the High Court, the company asserted that the registration was refused because the Maharaja of Mayurbhanj was under an obligation to execute an agreement conferring valuable rights on the company and the State of Orissa had failed to honour this obligation. Reliance was placed on Clause 6 of the company's memorandum of association, which stated that the company and the Maharaja proposed to enter into an agreement and a copy of the proposed agreement was annexed. Clause 6 shows that there was a proposal between the parties to enter into an agreement, but there was no concluded agreement between the....
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....onstrued so as to mean what the words say. According to Mr. Nariman, a member is not, in view of the scheme of the Act, the representative of a deceased member. 24. We do not agree for the reason mentioned before. It further appears to us the Australian judgment does not reconcile to logic in accepting that legal representative can petition for winding-up, which is called the "sledge-hammer remedy", but would refuse the lesser and alternative remedy of seeking relief against oppression and mismanagement though the latter remedy requires establishment of winding up on just and equitable grounds as a precondition for its invocation. It would be rather incongruous to hold that the case for windingup on just and equitable ground can be made out by the legal representatives under Section 439(4)(b) of the Act but not the other. This does not appear to be logical. It appears to us that to hold that the legal representatives of a deceased shareholder could not be given the same right of a member under Sections 397 and 398 of the Act would be taking a hyper-technical view which does not advance the cause of equity or justice. The High Court in its judgment under appeal proceeded on the b....
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....members, it is the members themselves who are shown on the register of members and they are different from the persons with the blank transfer forms whereas in the case of legal representatives it is the deceased member who is shown on the register and the legal representatives are in effect exercising his right. A right has devolved on them though the death of the member whose name is still on the register. In our opinion, therefore, the High Court was pre-eminently right in holding that the legal representatives of deceased member whose name is still on the register of members are entitled to petition under Sections 397 and 398 of the Act. In the view we have taken, it is not necessary to consider the contention whether as on the date of petition, they were not members. In that view of the matter, it is not necessary for us to consider the decision of this Court in Rajahmundry Electric Supply Corpn. Ltd. v. A. Mageshwara Rao & Ors., AIR 1956 SC 213. In view of the observations of this Court in Life Insurance Corporation of India v. Escorts Limited & Ors., AIR 1986 SC 1370 at p. 1412, it is not necessary, in our opinion, to consider the contention as made on behalf of the appellan....
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....re precise, the report issued by Vigilance and Enforcement Department has no head and tail and it has not been relied upon before any of the judicial forums. In fact, the CBI in its Charge Sheet has concluded that there is only a sum of Rs.96-01 Crores which pertains to on-money on account of sale of villa plots by EHTPL. The Charge Sheet further states that such amount of on-money has been received by certain individuals/companies not connected to the EHTPL at all. Also, there is no whisper about the Company in the said Charge Sheet with regard to this aspect. and this 'Reply' of the 'Appellant' prima facie goes to prove that the '1st Respondent'/'TSIIC' is entitled to the limited reliefs that were granted by the 'Tribunal'. 105. It is brought to the notice of this 'Tribunal' on behalf of the '1st Respondent / Petitioner' that the 'Appellant'/'1st Respondent' without the knowledge and content of the State has assigned the development of the Project in favour of a 'Third Party' (EMAAR India Ltd./11th Respondent) on 25.05.2007 and it is a case of 'Fraud' and with this action, the 'Development Rights of the Project' were passed on to a 'Company', in which the 'Appellant'/'1....
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....d in favour of the '1st Respondent'/'TSIIC'. As a consequence, the '1st Respondent/TSIIC', could not have filed the Petition before the 'Tribunal', as per Section 241 and/or 242 of the Companies Act, 2013. 112. The Learned Counsel for the Appellants/Respondent Nos. 2 and 3 urges this 'Tribunal' had passed the 'impugned order' in a mechanical way without considering the 'impact' of the 'relief' granted, which has a cascading effect on the 'Appellants' shareholding, in regard to the 2nd Respondent and is beyond the powers of the 'Tribunal' in the light of Section 242 of the Companies Act, 2013. 113. The Learned Counsel for the Appellants point out that the mere 'Agreement' in writing to become a 'Member' of the company does not confer upon such person, the status of the 'Member'. In fact, Section 2 (55) (ii) of the Companies Act, 2013, requires the name of such person, who has agreed to become a 'Member', to be entered in the 'Register of Members' of the '2nd Respondent'. 114. The Learned Counsel for the Appellants contends that the '1st Respondent/TSIIC' is not entered in the 'Register of Members' of the '2nd Respondent' and consequently placing reliance upon 'Letters', 'Minutes ....
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....y other mode as may be agreed to by the Successor States. 119. Further, according to the Appellants, the '1st Respondent/TSIIC' had wrongly assumed that under a 'Petition' filed under Sections 241-242 of the Companies Act, 2013, could be adjudicated on the premise of the Reorganisation Act, and in strict derogation of the Companies Act, 2013, thereto. Apart from that, it is the stand of the Appellants that 'any interpretation', sought to be relied upon by the '1st Respondent/TSIIC' on the Reorganisation Act, is nullified by its own statement that the 'Demerger', remained incomplete. 120. According to the Appellants, in terms of Section 68 of the Andhra Pradesh Reorganisation Act, 2014, the 'Assets', 'Rights' and 'Liabilities' of the Companies, forming a part of IX Schedule are required to be 'apportioned' between the 'Successor States', in the manner indicated in Section 53 of the Reorganisation Act, wherein 'APIIC' is found at Item No. 17. 121. The Learned Counsel for the Appellants strenuously contends that the 1st Respondent/TSIIC's Counter Affidavit at paragraph 14, reads to the effect; "14 ......The Appellant has harped on incompletion of the transmission of the shares a....
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....d it merely reflects the name of '1st Respondent/TSIIC' within brackets (because of the fact that there is a pending 'Demerger' ONLY post which the '1st Respondent/TSIIC', would become the 'Shareholder' of the '2nd Respondent/Company'. In short, according to the Appellants, the Annual Returns of the 2nd Respondent/Company in no manner reflects the 1st Respondent/TSIIC as the 'Shareholder' of the '2nd Respondent/Company'. 126. The Learned Counsel for the Appellants takes a stand that the 'Excerpts' of the 2nd Respondent's Balance Sheet clearly mentions that 'however, the 'Share Certificates' have not been transferred in the name of 'TSIIC'. 127. The Learned Counsel for the Appellants contends that the whole case projected by the '1st Respondent/TSIIC' is just a 'Red Herring' in as much as the address of the Notices issued convening the '2nd Respondent Board Meetings', were sent to 'TSIIC's Offices, but fails to highlight and mention that the 'Notices' were being in fact addressed to Narasimha Reddy, who is currently sitting in '1st Respondent/TSIIC's Offices. In reality, that Mr. Reddy was nominated as a 'Director' through Letter 20.08.2014 by 'APIIC' and continues to be represent....
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....dhra Pradesh dated 23.12.2010 in W.P.M.P. 41023 of 2010 in WP No. 32285 of 2010, the 'Dispute' ought to be referred to the 'Conciliation Board', constituted under the Andhra Pradesh Enabling Act and further that, the present 'Disputes' arise out of the 'Memorandum of Agreement,', 'Collaboration Agreement' and the 'Supplementary Agreement', which fall within the ambit of 'Dispute' under the 'Andhra Pradesh Enabling Act'. 134. The Learned Counsel for the Appellants brings it to the notice of this 'Tribunal' that the '1st Respondent/TSIIC' has not adduced / placed any 'Evidence' on record, any material to show that it has suffered any loss, leave alone monetary loss and as such, the impugned order, is liable to be set aside, in the interests of the justice. 135. The Learned Counsel for the Appellants prays for setting aside of the 'impugned order' and to allow the 'Appeal', to secure the 'ends of justice'. Appellants' Decisions (in Comp. App (AT) (CH) No. 87 of 2022): 136. The Learned Counsel for the Appellants seek in aid of the decision of the Hon'ble Supreme Court of India in Balkishan Gupta & Ors. v. Swadeshi Polytex Ltd. & Anr. (1985) 2 SCC at Page 167; Spl Pgs: 182 and 183 ....
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....ister of Members' is not entitled to prefer a 'Petition' before a 'Tribunal'. It is for the concerned person to establish that he is a 'Member' of a Company' on the date of filing of a Petition/Application under the Companies Act, 2013. When a person is not a 'Member of the Company' he cannot even come out with an allegation of 'Oppression' to invoke the ingredients of relevant Provisions of the Companies Act, 2013, as the case may be." Member: 139. Section 2 (55) of the Companies Act, 2013, defines 'Member', in relation to a company, meaning; "(i) the subscriber to the memorandum of the company who shall be deemed to have agreed to become member of the company, and on its registration, shall be entered as member in its register of members; (ii) every other person who agrees in writing to become a member of the company and whose name is entered in the register of members of the company; (iii) every person holding shares of the company and whose name is entered as a beneficial owner in the records of a depository;" Shareholder: 140. The word 'Shareholder', is undefined in the 'Companies Act'. In the words of Salmond, 'Ownership' denotes the relation between a 'Person....
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....viso to Section 108 (1) of the 1956 Companies Act), clearly mentions about the requirements that nothing in this Section shall prejudice any power of the Company, to 'register' as a 'shareholder' or 'debenture holder', any 'person' to whom the 'right' to 'any shares' in or 'debentures' of the Company has been transmitted by 'operation of law'. 147. To put it succinctly, as in case of 'Transmission of Shares', 'Transfer of Securities' takes place, by an 'operation of law', there is no further requirement, to be carried out, like executing an 'instrument of Transfer' and 'Company Law Register', the 'Securities' on receipt of intimation of 'Transmission', in favour of a 'Person', to whom the 'Shares' are 'transmitted'. Moreover, when 'Title' to the 'Shares', come to 'Vest' in another 'Person', by an 'Operation of Law', it is not essential to submit 'Transfer Form'. Registrar's Power: 148. Section 206 of the Companies Act, 2013, relates to the power of the 'Registrar of Companies', to call for 'information', 'inspect books' and 'conduct inquiries'. This Section will apply, if the 'Registrar' on receipt of information is satisfied that a 'business of a company' is being carried on f....
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.... to the 'Appellant'/'Emaar Hills Township Pvt. Ltd.' (1st Respondent) had stated that a new 'State of Telangana' was formed with effect from 02.06.2014, in terms of the Andhra Pradesh Reorganisation Act, 2014, and that a separate 'Telangana Industrial Infrastructure Corporation' ('TSIIC') was formed 'Demerging' the same from 'Andhra Pradesh Industrial Infrastructure Ltd. and that the '1st Respondent'/'TSIIC'/'Petitioner', was incorporated on 04.09.2014 and that the '1st Respondent'/'TSIIC'/'Petitioner' is operating independently. 155. According to the '1st Respondent'/'TSIIC'/'Petitioner' in the 'Letter dated 11.04.2016' of the '1st Respondent'/'TSIIC'/'Petitioner', the 'Appellant' / 'Emaar Hills Township Pvt. Ltd.' was informed that, as per 'Demerger', the 'Appellant'/ 'Emaar Hills Township Pvt. Ltd.' (the Joint Venture Company) is the 'Joint Venture' of the '1st Respondent'/'TSIIC'/'Petitioner' and in this regard, necessary action was requested to be initiated and changes be carried out in the records and the 'Equity' be changed in the name of '1st Respondent'/'TSIIC'/'Petitioner' 156. The prime plea of the '1st Respondent' /' TSIIC' / 'Petitioner' is that the 'Appellant' had....
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.... as a 'Shareholder' of the 'Appellant'/'Company' holding 2,50,32,202 Shares and therefore, the contention of the '1st Respondent'/'TSIIC'/'Petitioner' is that the 'Appellant' itself had recognised the '1st Respondent'/'TSIIC'/'Petitioner' as a 'Shareholder' of the 'Appellant'/'Company' and to this effect also, the 'Tribunal' had observed in its 'impugned order'. 161. It is to be pointed out that Section 244 of the Companies Act, 2013, prescribes the 'Qualification of Members', who shall have a 'Right to Apply', as per Section 241 of the Act, 2013, in respect of a 'Petition' for an 'Oppression' or 'Mismanagement'. 162. An 'Ex-facie' evidence pertaining to the 'Shares', can be (a) the Share Certificate or (b) Even the 'Register of Members'. However, in the absence of a 'Share Certificate' or an 'Entry' in the 'Register of Members', also if an 'Individual' can prove that certain / particular Shares were allotted to him, for the purpose of this provision, is to be treated as a 'Member' of a Company. 163. Besides the above, a 'Shareholder' can establish the 'Allotment of Shares', through 'Statutory Returns' and the documents maintained by the Company. Strictly speaking, in a given ca....
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....owing from the ownership of a right depend upon the nature of the right owned. A person who is a shareholder of a company has many rights under the Act. Some of them, with which we are concerned in this appeal principally, are (i) the right to vote at all meetings (Section 87), (i;) the right to requisition an extraordinary general meeting of the company or to be a joint requisitionist (Section 169), (iii) the right to receive notice of a general meeting (Section 172), (iv) the right to appoint proxy and inspect proxy registers (Section 176), (v) in the case of a body corporate which is a member, the right to appoint a representative to attend a general meeting on its behalf (Section 187) and (vi) the right to require the company to circulate his resolutions (Section 188). The question for consideration is: when does a shareholder cease to be entitled to exercise any of these rights?" 165. Also, in the aforesaid decision in Bal Krishan Gupta v. Swadeshi Polytex Limited & Anr., 1985 (2) SCC at Spl. Pgs. 187 to 190, wherein at paragraphs 19 to 25, it is observed as under: 19. "Section 149 of the Land Revenue Act which provides for the attachment and sale of movable property belon....
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....ct of certain shares which had not been duly entered in the Register of Members of the company concerned as belonging to him could not acquire certain newly issued shares which could be obtained by the members of the company. This Court observed at page 143 thus: Mr. Pathak argued that the plaintiff was entitled to reliefs A and B, both in his suit as well as in the Receiver's suit and that the Receiver's suit was wrongly dismissed by the High Court. We are unable to agree. In our opinion, the High Court rightly held that the Receiver appointed in the suit of Sir Padampat could not acquire the newly issued shares in his name. That privilege was conferred by Section 105-C only on a person whose name was on the Register of Members. The Receiver's name admittedly was not in the register and the company was not bound to entertain that application. Mr. Pathak argued that may be so but the Receiver was not making an application in his individual right but he had been armed by the court with power to apply in the right of the defendant Reddy. The fact however is that the Receiver made the application in his own name. Even if Mr. Pathak's contention is right the company was....
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....nted out that the right of a transferee is only to call upon the company to register his name and no more. No rights arise till such registration takes place. 22. In this case this Court followed the dictum of Chitty, J. In re: Wala Wynaad Indian Gold Mining Company (1882) 21 ChHD 849, which emphasised that the entry of the name of person in the Register of Members was an essential condition for exercising voting rights at the meeting of the company concerned. In Buckley on the Companies Act (14th Edn.), Vol. I, page 972 it is stated thus: Company cannot enquire into beneficial ownership._ As between the shareholder and the company, the person entitled to exercise the right of voting is the person legally entitled to the shares, the member whose name is on the register. 23. In Kurapati Venkata Mallayya v. Thondepu Ramaswami & Co. (1963) Supp 2 SCR 995, this Court had occasion to consider the validity of a suit instituted by a Receiver to collect debts due to a party to a suit in his own name. The Count upheld the right of the Receiver to maintain the suit observing that a Receiver invested with full powers to administer the property which is custodia legis or who is expres....
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....s trustee in bankruptcy." 166. More importantly, if an Individual's name is not on the 'Register of Members' of a Company, but who proves his 'Shareholding' in a 'Company', by other evidence, the 'Tribunal' (National Company Law Tribunal), in 'Law', is to permit a 'Person' to pursue / prosecute the 'Petition', so filed, in accordance with Law and in the manner known to Law. Viewed in this back drop, the 'Petition' filed by a 'Person' cannot be thrown out or rejected out at the initial stage, as opined by this 'Tribunal'. 167. Coming to the aspect of Section 53 of the Andhra Pradesh Reorganisation Act, 2014, it enjoins as under: (i) "The assets and liabilities relating to any commercial or industrial undertaking of the existing State of Andhra Pradesh, where such undertaking or part thereof is exclusively located in, or its operations are confined to, a local area, shall pass to the State in which that area is included on the appointed day, irrespective of the location of its headquarters: Provided that where the operation of such undertaking becomes inter-State by virtue of the provisions of Part II, the assets and liabilities of-- (a) the operational units of the undert....
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.... of the 'Appellant'/'Company' focuses the '1st Respondent'/'TSIIC'/'Petitioner', as a 'Shareholder' of the 'Appellant'/'Company' holding 2,50,32,202 Shares. Even the note, appended to the 'Accounts of the Company' for the year ended 31.03.2019, clearly mentions that the '1st Respondent'/'TSIIC'/'Petitioner' took over the activities of 'APIIC', relating to the State of Telangana. These would clinchingly, unerringly and without any simmering doubt, establish that the '1st Respondent'/'TSIIC'/'Petitioner' was recognised as the 'Shareholder' of the 'Appellant' / 'Emaar Hills Township Pvt. Ltd.' / 'Company'. 173. Suffice it for this 'Tribunal' to make a pertinent observation that in the instant case, the conduct of the 'Appellant' / 'Emaar Hills Township Pvt. Ltd.' with reference to the letters and correspondences exchanged with the '1st Respondent'/'TSIIC'/'Petitioner', clearly exhibit that the '1st Respondent'/'TSIIC'/'Petitioner', was treated by the 'Appellant'/'Company and given the recognition and treatment as the Incoming / Successor company of 'APIIC', with full rights over its properties (including the Shares). 174. In regard to the reliance being placed upon the Letter dated ....
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....ies' to agitate over the same, both on 'Factual' and on 'Legal Plane'. 177. In so far as the plea of the 'Appellants' that the 'Tribunal' had not provided an 'opportunity' to the 'Appellants' to put forth their case / submissions on the merits of the main 'Company Petition', and granted substantive 'interim reliefs', which are in the nature of 'final reliefs', only the 'issue of maintainability' was urged before the 'Tribunal', and the observation made by the 'Tribunal' at Para 31 of the 'impugned order' dated 25.07.2022 in MA/21/2021 in CP/36/2021 to the effect, 'Apart from the Issue of maintainability of this Petition', the other 'Issue' that comes for consideration is whether 'the Petitioner is entitled for the 'reliefs' sought in the 'Application' MA/21/2021, is an 'incorrect one', at this stage, this 'Tribunal', points out that a plea is taken on behalf of the '1st Respondent'/'TSIIC'/'Petitioner' that the 'Tribunal' had considered the MA/21/2021 in all respects and maintainability is one of the grounds, other than the grounds raised by the 'Appellants', opposing the said 'Miscellaneous Application'. 178. In this Connection, this 'Tribunal', worth recalls and recollects the ....
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.... Before arriving at a decision in a given case, the submissions, counter submissions and 'Citations' of the respective 'Parties' (relied on by their Learned Counsels are to be delved into, by analysing the 'pros and cons' of the same and that alone, without any simmering doubt 'Guarantee' consideration, in an imperative manner. Without any doubt, it will exhibit clarity in the 'Order' / 'Judgment' / 'Decision' and it will lessen the scope of 'vice' of an 'Arbitrariness', as opined by this 'Tribunal'. 183. Answering / meeting out the contentions advanced in a given case, by specifying 'cogent', 'coherent', 'clear', 'unambiguous', 'unequivocal' and 'explicit' reasons, will show that the 'Tribunal' / 'Adjudicating Authority', by adhering to the 'Principles of Nature Justice', had given due weightage / consideration to the points in controversy. 184. It is needless to point out that 'ascribing of reasons', in a prudent and diligent manner, by a 'Tribunal' / 'Adjudicating Authority', is the 'Heart' and 'Soul Beat of a conclusion', being arrived at in a given case, which will stand the test of scrutiny, before a 'Superior Forum'. Therefore, writing / passing of an 'Order' / 'Judgment',....
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.....2022 in MA/21/2021 in CP/36/2021, it is the plea of the 'Appellants' (in both 'Appeals'), that the '1st Respondent'/'TSIIC'/'Petitioner' had not placed any acceptable proof / any material on record, to show that it had suffered any loss, let alone monetary loss, it is pertinently pointed out by this 'Tribunal' that the 'Tribunal' ('National Company Law Tribunal', Hyderabad Bench-II, Hyderabad') is to determine whether the Respondent Companies are liable for the 'Breach of Memorandum of Understanding'/'Contract'/'Monetary Loss suffered', and the 'Tribunal' is to assess 'what the 'Liability'? is. But, till that is determined, there is no 'Liability', in the considered opinion of this 'Tribunal'. Viewed in that perspective, in the absence of quantification of 'Financial Loss', that was incurred by the 'Government of Telangana'/'1st Respondent'/'TSIIC'/'Petitioner' in regard to 'Equity Dilution' and such other consequences, the direction issued by the 'Tribunal' in the 'impugned order' dated 25.07.2022 in MA/21/2021 in CP/36/2021, in ordering the 'Respondent Companies', to compensate the 'Financial Loss' that were incurred by the 'Government of Telangana'/'1st Respondent'/'TSIIC'/'Pet....