AI Drafter 
TaxTMI 
TaxTMI 
2022 (11) TMI 1157
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....eneral For Mr. Andapalli Sanjeev Kumar, 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 Ben....
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....h natural persons constituting its civil service and they were found adequate to discharge 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 Com....
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....ul intention and they are trying to escape the probable enquiry into the affairs of the Company, 29. The argument of the Respondents 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....
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....ldings) to truly and properly account for all the monies realized by them by sale of properties in the Township Project, either directly or through the said 'Emaar MGF Land Ltd.' 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'/Pet....
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.... Government to implement the said 'Project'. 8. It transpires that the then 'Government of Andhra Pradesh', issued a G.O.M.S.359 dated 04.09.2022 of the Industries and Commerce Department, setting out the 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 Resp....
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.... liability, which may have material bearing on the Financials of the 'Appellant' / 'M/s. Emaar Hills Township Pvt. Ltd.' ('1st Respondent'), without the prior written consent of the 'Parties'. 13. The '1st Respondent'/'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 o....
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....ereby making the 'Appellant'/'1st Respondent' / 'Emaar Hills Township Pvt. Ltd.', as a 'Shell Company'. In violation of the 'Collaboration Agreement' and the 'Shareholders Agreement', the execution of the said Agreement was made 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, w....
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.... Auditor were made for the functioning and execution of the Integrated Project in a transparent manner. 28. It is the version of the '1st Respondent'/'TSIIC'/'Petitioner' that the Share Capital of the 11th Respondent is substantially held by 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....
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....he Learned II Additional Judge, City Civil Court, Hyderabad, for selling / entering into 'Sale Agreements' of the subject properties, without any 'Right / Title / Interest', and the 'Suit' was dismissed for 'Default', on 04.10.2018, and for the 'Restoration 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 prevaili....
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....ny manner, deal with or otherwise dispose of or encumber, alienate, transfer and/or create third party interest in the assets and properties of the 1st Respondent Company; (b) In restraining the Respondents from commencing or proceeding directly or indirectly with any kind 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/....
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.... and the 'Third Respondent' and 'APIIC' and hence, the 'Tribunal' has no 'jurisdiction' to 'entertain' the 'Company Petition'. 44. On behalf of the 'Appellant' (M/s. Emaar Hills Township Pvt. Ltd.) / '1st Respondent', a reference is made to the 'Memorandum of Understanding 06.11.2002, which reads to the following effect: (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, b....
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....2010 stating the manner in which the Developer had invested approximately Rs.900 Crores in the Project and as to how the interest of the 'Appellant'/'1st Respondent' (M/s. Emaar Hills Township Pvt. Ltd.) was not compromised in any manner, by virtue of an Agreement with the Developer. 51. When the 'Appellant'/'Emaar Properties PJSC' (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 ....
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....ested to the Govt. of India (Ministry of Corporate Affairs) that an 'Inquiry' be ordered against the '1st Respondent'/'TSIIC'/'Petitioner', (instead of 'APIIC'). 57. According to the 13th Respondent (RoC, Telangana), an 'Inquiry' is under consideration against '1st Respondent'/'TSIIC'/'Petitioner' as well as against the 'Appellant'/'1st Respondent' (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 Responden....
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....l the extraordinary general meeting and without the support of the shares held by the Cotton Mills Company, the remaining requisitionists would not have been eligible to requisition the meeting. The material part of section 169 r.f the Act reads: Calling of extraordinary general meeting on requisition. 169. (1) The Board of directors of a company shall, on the 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 ....
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....are vital and go to the root of the matter which cannot be broken. There are others which are directory where noncompliance may be condoned or dispensed with provided there is substantial compliance with the rules read as whole and no prejudice is caused. (Paras 19 and 48) 63. The Learned Counsels for the Appellant adverts to the judgment of this Tribunal in Capt. Valdamannati Jaya Pushpakumar vs. Madras Race 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' t....
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....radesh. Therefore, it is the stand of the 'Appellant' that the '1st Respondent'/'TSIIC' does not hold the 'Shares' of the Appellant' and as such, is not entitled to maintain a 'Petition' under Section 241-242 of the Companies Act, 2013. On behalf of the Appellant, a reference to the extract of Paragraph 14 of the 1st Respondent/TSIIC's Counter Affidavit is pointed out, which proceeds to the following effect: "14 ......... The Appellant 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 R....
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....ed Counsels for the Appellant takes a stand that the 'Appellant' had not made 'any submissions' on the merits of the 'Dispute' or in relation to the 'interim reliefs' prayed for in MA/21/2021 by the '1st Respondent'/'TSIIC'. The 'Tribunal' had not adverted to the 'Notes of Submissions', filed by the 'Appellant', together with the decisions relied on by the 'Parties' and in reality, the 'impugned order' is a drastic and a serious one, amounting to the grant of final 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. ....
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.... as 1st Petitioner was withdrawn on 02.08.2017, with no liberty being granted by the 'Tribunal' to file fresh Petition, is taken by the Respondents 1 to 4 in their 'Interim Counter' filed in pending C.P.393 of 2019. It is not in dispute that an unnumbered Application dated 15.04.2019 seeking to rectify the error committed by the 'Petitioners' therein is pending before the 'Tribunal'. 65. The 'Tribunal' passed an Interim Order on 16.04.2019 in main Company 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....
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....pondent would have been given at the final stage in the event of their writ petition being allowed by the High Court. 11. Time and again this Court has deprecated the practice of granting interim orders which practically give the principal relief sought in the petition for no better reason than that a prima facie case has been made out, without being concerned about the balance of convenience, the public interest and a host of other considerations, [See : Asstt. CCE, Dunlop India Ltd (1985) (1) SCC 260, 265; State of 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 petitio....
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.... for no better reason than that a prima facie case has been made out, without being concerned about the balance of convenience, the public interest and a host of other relevant considerations. Regarding the practice of some clever litigants of resorting to filing writ petitions in far-away courts having doubtful jurisdiction, we had this to observe [SCC para 2, p. 648 : SCC (Cri) pp. 350-351]: "..... Having regard to the fact that the registered office of the Company is at Ludhiana and the principal respondents against whom the primary relief 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 p....
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....the very practices which were to be prevented by the seizure. We have come across cases where land reform and important welfare legislations have been stayed by courts. Incalculable harm has been done by such interim orders. All this is not to say that interim orders may never be made against public authorities. There are, of course, cases which demand that interim orders should be made in the interests of justice. Where gross violations of the law and injustices are perpetrated or are about to be perpetrated, it is the bounden duty of the court to intervene and give 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 th....
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....stantive 'Interim Reliefs, which are in the nature of final reliefs or without even providing an 'opportunity', to the 'Appellant', to project his case on merits of the 'main Company Petition' and hence, the same is liable to be set aside by this 'Tribunal' in 'Appeal'. 1st Respondent Contentions (in Comp. App (AT) (CH) Nos. 84 & 87 of 2022: 90. The Learned Additional Advocate General for the '1st Respondent'/'TSIIC' submits that the 'Tribunal' had extracted the 'Letter' dated 11.04.2016, issued by the 'Appellant', to drive home the point that the Respondent had informed 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 ....
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.... 'Shares'. 97. It is pointed out on behalf of the 1st Respondent/Petitioner that the 'Tribunal' had held that 'the state is bifurcated in to two states and in view of the formation of the state of Telangana, the new entity called 'TSIIC' has been incorporated to take over the activities of 'APIIC', so far as it relates to the 'State of Telangana' that means, all the assets, including the land bank held by the APIIC which are situated in the state of Telangana shall automatically become the properties of the TSIIC, as per 'Section 53 of Andhra Pradesh Reorganisation Act, 2014'. 98. The 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....
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.... on his part and a reference is made to the decision of the Hon'ble High Court of Allahabad in Maheswari Khan Sugar Mills (P) Ltd. & Ors. v. Ishwari Khetan Sugar Mills & Ors., reported in (AIR 1965 All Page 135) at Spl Pgs.: 140 & 141, wherein at paragraphs 23 to 27, it is observed as under: 23. "An exception was, however, made in the case of shares "transmitted by operation of law". This continued to be the law of England even after a new Act was passed in 1948. Corresponding provision is contained in Section 75 of the English Companies Act, 1948. 24. A provision similar to Section 63 of the English 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) howeve....
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....., under an instrument of transfer duly stamped and executed by the transferor and the transferee and transmission by operation of law. There are other instances of a person acquiring title to the shares of a company. A joint Hindu family can own shares and at the time of separation there shall be an actual partition of shares among the members thereof. Prior to the partition each and every member of the joint family has an interest in all the shares but after partition they become sole owners of the shares allotted to them, partition of property can be with or without the intervention of the court, and it is not necessary that formal 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 l....
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.... paramountcy of the British Crown lapsed. Thereafter, steps were taken for the integration of the State with the Dominion of India. On October 17, 1948, the Maharaja of Mayurbhanj signed an agreement for the merger of the State with the Dominion. By Article 1 of this agreement, the Maharaja completely ceded to the Dominion his sovereignty over the State of Mayurbhanj as from November 9, 1948. Article 4 of the agreement allowed the Maharaja to retain the ownership of his private properties only as distinct from the State properties. On and from November 9, 1948, as a necessary consequence of the cesser of sovereignty all the public properties of the 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 Stat....
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....er 21, Rule 80 of the Code of Civil Procedure with regard to the execution of necessary documents of transfer. 8. Though the State of Orissa had acquired title to the shares by operation of law, by way of abundant caution it obtained a deed of transfer and lodged it with the company together with the share scrip. The transfer deed was duly stamped and complied with all the formalities required by law. The claim of the State of Orissa based upon the transfer deed was within the purview of Article 11. Even with regard to this claim, the Courts below concurrently held that the Board of Directors acted mala fide in refusing to register the transfer. This finding 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 witho....
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.... was submitted, was given to "any member" of a company and it should not be enlarged to include "any one who may be entitled to become a member". 19. Mr. Nariman submits that in view of the specific provisions of Section 397 of the Act only a member is entitled to move a petition under Sections 397 and 398 of the Act and that member is one whose name is in the register of members in view of Section 41 of the Act, as mentioned hereinbefore. In this connection, it was emphasised that not only must the applicant be a member but in terms of Section 399 of the Act, he has to fulfil the conditions laid down under clauses (a) and (b) of Section 399 of the Act. These should be construed 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 mismanag....
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....y can move an application under Sections 397 and 398 of the Act. This would frustrate the very purpose of the necessity of action. It was contended on behalf of the appellant before the High Court that if legal representatives who were only potential members or persons likely to come on the register of members, are permitted to file an application under Sections 397 and 398 of the Act, it would create havoc, as then persons having blank transfer forms signed by members, and as such having a financial interest, could also claim to move an application under Sections 397 and 398 of the Act. The High Court held that this is a fallacy, that in the case of persons having blank transfer forms, signed by 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 ....
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....is project was reduced to 46% and profit sharing to 5%. A loss of Rs.5,000/- Crore was incurred by the exchequer. In this regard, you are directed to provide the details of each such inquiry and explanations to the discrepancies found during such inquiry. As per the MoU, collaboration agreement the share-holding between Emaar and State Government (represented by its nodal agency i.e., TSIIC Ltd / APIIC Ltd) is 74% and 26%. The shareholding pattern is attached herewith. From the date of inception to till date, the shareholding structure remained same. The inquiry notice and submissions are attached. Annexure No.1 1. Vigilance Order and Submissions 2. Shareholding certificate 3. Collaboration Agreement To be more 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, th....
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....etition' under Section 241-242 of the Companies Act, 2013. 110. It is projected on the side of the Appellants that 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, is completely contrary to the legal basic provisions of the Companies Act, 2013. Moreover, according to the 'Appellants', the 'Minutes of the Meeting' dated 16.06.2016, are of no help / assistance to the '1st Respondent/TSIIC' and that the 'Tribunal' had 'committed an error', in placing the reliance upon the same. 111. It is represented on behalf of the Appellants that in the absence of the 'Original Share Certificates', 'no transmission', could be effected to and 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' ....
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.... 'impugned order' is a 'perverse', 'erroneous' and an 'illegal' one. 118. The Learned Counsel for the Appellants adverts to the Counter Affidavit of '1st Respondent/TSIIC' dated 05.09.2022, stating that it was wrongly relied upon that; (a) Section 53(1) of the Andhra Pradesh Re-organisation Act, 2014 ('Reorganisation Act') has to be seen in isolation and has failed to mention and highlight that Section 53(1) must be read in conjunction with Section 53(2) of the Re-organisation Act which clearly provides that the assets and liabilities of any commercial or industrial undertaking of the erstwhile united state of Andhra Pradesh must be apportioned and transferred in physical form on mutual agreement or by making payment or adjustment through any 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', so....
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....ster of Members of the '2nd Respondent' and not 'TSIIC', which is affirmed by 'APIIC's Letter dated 02.09.2022. Besides these, on behalf of the 'Appellants', it is pointed out before this 'Tribunal' that the 2nd Respondent's Letter dated 19.01.2014, clearly mentions that the 'Process of Transmission of Shares' was not completed, as the Original Share Certificates, are required to be surrendered to the 2nd Respondent, 'which is confirmed by 'APIIC's Letter dated 02.09.2022 that the 'Shares' are in 'APIIC's physical possession'. 125. The Learned Counsel for the Appellants come out with a plea that the 'List of Shareholders' mentioned in the 2nd Respondent's Annual Returns as on 31.03.2019, clearly reflect that 'APIIC' is the 'Shareholder' of the '2nd Respondent/Company' and 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/C....
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....n and the 'Appellants' had not made any submissions on the merits of the 'Dispute' or in relation to the 'interim reliefs' sought in MA/21/2021 by the '1st Respondent/TSIIC'. Also that, the 'Tribunal' had not dealt with the 'Notes of Submissions' filed by the 'Appellants', coupled with the 'Citations' relied on by the 'Parties' and in fact, the 'impugned order' is a drastic one, virtually amounting to the grant of final relief. 132. The Learned Counsel for the Appellants also relied upon the 'Citations'/'Decisions', projected by the Learned Counsels for the Appellant in Comp. App (AT) (CH) No. 84 of 2022 and hence they are not repeated (other than the one mentioned in this Judgment). 133. The Learned Counsel for the Appellants urges that as per 'Order' of the Hon'ble High Court of Andhra 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....
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.... should pass orders to bring to an end the matters complained of and not reject the Petition on a technical requirement. Substance must take precedence over form. Of course, there are some rules which are vital and go to the root of the matter which cannot be broken. There are others which are directory where non-compliance may be condoned or dispensed with provided there is substantial compliance with the rules read as a whole and no prejudice is caused. (Paras 19 and 48) 138. Added further, the Learned Counsel for the Appellants refer to the Judgment of this 'Tribunal' in Capt. Valdamannati Jaya Pushpakumar vs. Madras Race Club (CA (AT) (CH) No. 17/2022) at paragraph 65, wherein, 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 o....
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....f Securities (u/n 56 of the Companies, Act, 2013: 145. In respect of 'Transfer of Securities', there are two parties to the 'Contract', i.e., (a) Transferor and (b) Transferee. Such transfer is like any other 'commercial transaction'. However, in case of 'Transmission of Shares', there is no 'Transferor' or 'Transferee', as 'Shares' vests in favour of a 'Person', by an 'Operation of Law', like that of an 'inheritance' of 'property'. When an 'individual' becomes the 'owner' of 'shares' as result of 'Court Auction', the procedure, as provided in Section 56 and 59 of the Companies Act, 2013 (earlier Sections 108 to 111 of the Companies Act, 1956) will not apply. Furthermore, the 'Procedure' is inapplicable to the 'Transmission of Shares', by an 'Order' of 'Company Court'. 146. In reality, the wording of Section 56(2) of the Companies Act, 2013 (2nd Proviso 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 'operat....
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.... 'Tribunal', can grant 'interim relief' or otherwise). Evaluation (in Comp. App (AT) (CH) Nos. 84 & 87 of 2022): 153. According to the Appellants' (in Two 'Appeals'), the 'Tribunal', had failed to note that the main CP/36/2021, filed by the '1st Respondent'/'TSIIC'/'Petitioner' is not maintainable, because of the fact that the name of '1st Respondent'/'TSIIC'/'Petitioner' is not recorded in the Appellants' 'Register of Members' in Comp. APP (AT) (CH) No. 84 of 2022 and therefore is not entitled to prefer a 'Petition' under Section 241-242 of the Companies Act, 2013 and that the 'Tribunal' had incorrectly held that the 'main CP/36/2021 is maintainable'. 154. Per contra, it is the submission of the '1st Respondent'/'TSIIC'/'Petitioner' side that the '1st Respondent'/'TSIIC'/'Petitioner's Vice Chairman & the Managing Director had addressed a 'Letter' dated 11.04.2016, 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' t....
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....', it is brought to the notice of this 'Tribunal' that the 'Minutes of the Meeting of the Board of Directors of the Appellant / Company that took place on 16.06.2016, during which, the Managing Director of the '1st Respondent'/'TSIIC'/'Petitioner' was present, based on the invitation of the 'Appellant'/'Company'. Also that, the Accounts of the Company for the year ended 31.03.2019 had clearly mentioned that the '1st Respondent'/'TSIIC'/'Petitioner' took over the activities of 'APIIC' in so far as it relates to the 'State of Telangana' and is the 'Beneficial Owner' of the 'Shares'. 160. It is represented on behalf of the '1st Respondent'/'TSIIC'/'Petitioner' that the 'List of Shareholders' as on 31.03.2019, forming part of the Annual Return of the Appellant/Company (filed by the 'Appellant' - Page 1676 of the main Company Petition), shows that the '1st Respondent'/'TSIIC'/'Petitioner' 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 ef....
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....om the right owned to such an extent that he may be left with no immediate practical benefit. He remains the owner nonetheless because his interest will outlast that of other persons in the thing owned. The owner possesses that right which ultimately enables him to enjoy all rights in the thing owned by attracting towards himself those rights in the thing owned which for the time being belong to others, by getting rid of the corresponding burdens. An owner of a land may get rid of the interest of a mortgagee in it by redeeming the mortgage, may get physical possession of land by terminating a lease and may get rid of an attachment by discharging the debt for which it is attached. A Receiver appointed by a court or authority in respect of a property holds it for the benefit of the true owner subject to the orders that may be made by such court or authority. The different kinds of rights of ownership flowing 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;) th....
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....ion, the whole of the property of the insolvent would vest in the court or in the Official Receiver. Sub-section (4) of section 182-A of the Land Revenue Act provides that Rules 2 to 4 of Order XL of the Code of Civil Procedure, 1908 shall apply in relation to a Receiver appointed under that section. A Receiver appointed under Order XL of the Code of Civil Procedure only holds the property committed to his control under the order of the court but the property does not vest in him. The privileges of a member can be exercised by only that person whose name is entered in the Register of Members. A Receiver whose name is not entered in the Register of Members cannot exercise any of those rights unless in a proceeding to which the company concerned is a party and an order is made therein. In Mahathalone v. Bombay Life Assurance Co. Ltd. (1954 SCR 117) it has been laid down clearly that a Receiver appointed by a court in respect 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....
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....de and to whom only the dividend declared by the company is legally payable. Of course, between the transferor and the transferee, certain equities arise even on the execution and handing over of 'a blank transfer', and among these equities is the right of the transferee to claim the dividend declared and paid to the transferor who is treated as a trustee on behalf of the transferee. These equities, however, do not touch the company, and no claim by the transferee whose name is not in the Register of Members can be made against the company, if the transferor retains the money in his own hands and fails to pay it to him. A Glance at the scheme of the Indian Companies Act, 1913, shows that the words "member", "shareholder" and "holder of a share" have been used interchangeably in that Act. Indeed, the opinion of most of the writers on the subject is also the same. Buckley on the Companies Act, 12th Edition, Page 803 has pointed 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....
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.... after referring to the decision in Wise v. Lansdell (1921) 1 Ch 420, Danckwerts J. observed: It seems to me that, unless there is some provision in the company's articles or in the Companies Act which empowers me to say that the bankrupt is no longer a member of the company, and is, therefore, unable to vote, expressly. I must come to the conclusion that the bankrupt still remains a member as long as he is on the register; notwithstanding that by taking appropriate steps under the appropriate provisions the trustee in bankruptcy may be able to secure registration of himself as the proprietor of the shares. Unless and until that is done, and as long as the bankrupt remains on the register of the company, he remains a member in respect of those shares and is entitled, as it seems to me, to exercise the votes which are attributable to that status, notwithstanding that he has no longer any beneficial interest in the shares and that the company is entitled to pay any dividends to his 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,....
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....radesh shall, on and from the appointed day, continue to function in those areas in respect of which they were functioning immediately before that day, subject to the provisions of this section. (2) The assets, rights and liabilities of the companies and corporations referred to in sub-section (1) shall be apportioned between the successor States in the manner provided in section 53." 170. To put it succinctly, the 'Ninth Schedule' of Section 68 of the Andhra Pradesh Reorganisation Act, 2014, at Serial No. 17, there is a mention of 'Andhra Pradesh Industrial Infrastructure Corporation Limited', as one of the 'entities', owned by the 'Former State of Andhra Pradesh'. 171. In the present case, the 'Minutes of the Meeting' of the Board of Directors of the 'Appellant'/'Company' that took place on 16.06.2016, in which, the Managing Director of the '1st Respondent'/'TSIIC'/'Petitioner', based on the invitation of the 'Appellant'/'Company'. 172. It cannot be brushed aside, that the 'List of Shareholders' as on 31.03.2019, forming part of the 'Appellant'/'Company' focuses the '1st Respondent'/'TSIIC'/'Petitioner', as a 'Shareholder' of the 'Appellant'/'Company' holding 2,....
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....ioner', before the 'Tribunal'. 176. In regard to the plea taken on behalf of the 'Appellants' (in Comp. App (AT) (CH) No. 87 of 2022) that instant 'Disputes' arise out of the 'Memorandum of Understanding' dated 06.11.2002, 'Collaboration Agreement' dated 19.08.2003 and the 'Supplementary Agreement' dated 19.04.2005, and therefore, the matter, is to be referred to the 'Conciliation Board', under Section 41 of 'Andhra Pradesh Infrastructure Development Enabling Act, 2001' and that the 'Tribunal' has no jurisdiction to entertain the Company Petition, it is for the 'Tribunal' ('National Company Law Tribunal', Hyderabad) in main CP/36/2021, pending on its file, to examine / look in to the aspect in thread bare, as to whether the 'Dispute' in the main 'Company Petition', is to be referred to the 'Conciliation Board' or otherwise, as per the Andhra Pradesh Enabling Act, 2001, in the teeth of the 'impugned order' dated 25.07.2022 of the 'Tribunal' in MA/21/2021 in CP/36/2021, which is conspicuously absent in this regard and it is open to the respective 'Parties' to agitate over the same, both on 'Factual' and on 'Legal Plane'. 177. In so far as the plea of the 'Appellants' that the '....
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....ibunal' at the time of passing the 'impugned order' dated 25.07.2022 in MA/21/2021 in CP/36/2021, this 'Tribunal' significantly points out that the 'Judicial Proceedings', 'Orders' / 'Judgments' of a 'Tribunal', do have a 'sanctity' and in our 'Justice Delivery System'. The conduct of 'Judicial Proceedings' / 'Discharge of Judicial Functions' by a 'Tribunal', not only is to 'inspire confidence', but to 'maintain faith and trust' of the 'Parties'. 180. An onerous duty is cast upon the 'Tribunal' to conform to the yardstick of Judicial Procedure, in adhering to the same, while performing its functions, in exercise of its 'Power' or 'Authority'. 181. 'Rules of Natural Justice' are not the 'Edicts of a Statute'. The ingredients and the 'Principles of Natural Justice' do form an integral part of 'Article 14 of the Constitution of India'. It is a fair play in action, cementing upon 'Natural Ideals' and 'Homo-sapien's Values'. 182. It is the prime duty of a 'Tribunal' / an 'Adjudicating Authority', to 'ascribe reasons', for arriving at a just and fair conclusion. Before arriving at a decision in a given case, the submissions, counter submissions and 'Citations' of the respective ....
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....ation of controversies, in the main CP/36/2021, at this distant point of time, are not displaced by this 'Tribunal', because of the fact that the intent of the 'Tribunal' at the time of passing the 'interim order of restraint', can very well be clearly gathered, in appreciating the case, in a proper and real perspective, in the teeth of '1st Respondent'/'TSIIC'/'Petitioner's plea, that the 'Appellant'/'M/s. Emaar Hills Township Pvt. Ltd.' in Comp. App (AT) (CH) No. 84 of 2022 has plans to dispose of the untilised / undeveloped land, to an extent of 89.76 Acres being 'highly detrimental to its interest' and 'interest of Public Exchequer'. 186. In regard to the 'relief' ('g'), claimed by the '1st Respondent'/'TSIIC'/"Petitioner' in MA/21/2021 in CP/36/2021 Viz. 'To compensate the 'Financial Losses', incurred by the 'Government of Telangana' / 'TSIIC', till date, with regard to the 'Equity' dilution and such other consequences', and the same being granted, by the 'Tribunal' ('National Company Law Tribunal', Hyderabad Bench-II, Hyderabad) in the 'impugned order' dated 25.07.2022 in MA/21/2021 in CP/36/2021, it is the plea of the 'Appellants' (in both 'Appeals'), that the '1st Respon....
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.... order' dated 25.07.2022 in MA/21/2021 in CP/36/2021, in directing the Respondent Nos. 2 & 3, their Offices, Representatives, etc., in the '1st Respondent'/'Company' ('M/s. Emaar Hills Township Pvt. Ltd.' / 'Appellant' in Comp. App (AT) (CH) No. 84 of 2022) not in any manner to deal with or otherwise dispose of / encumber / alienate, transfer and / or create 'Third Party' interest in the Assets and Properties of the '1st Respondent'/'Company' ('M/s. Emaar Hills Township Pvt. Ltd.' is sustained by this 'Tribunal'. However, this 'Tribunal' sets aside the direction issued by the 'Tribunal' in the 'impugned order' dated 25.07.2022 in MA/21/2021 in CP/36/2021 in directing the 'Respondent Companies' to compensate their 'Financial Losses' incurred by the 'Government of Telangana' / 'TSIIC', till date, in regard to 'Equity Dilution' and such other consequences', to secure the 'ends of justice'. 188. Before parting with the case, this 'Tribunal' pertinently directs the Respondents, in main CP/36/2021, pending on the file of the 'National Company Law Tribunal', Hyderabad Bench-II, Hyderabad', to file their 'Counter', within four weeks' from the date of Judgment. Thereafter, two weeks' tim....