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2023 (3) TMI 22
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....ppellant : Mr. Jishnu Chowdhury, Senior Advocate Mr. Hiranyak, Advocate Mr. Ajay Gaggar, Advocate Ms. Urmila Chakraborty, Advocate Ms. Deepika Murali, Advocates. For the Respondents : Mr. Satish Parasaran, Senior Advocate Mr. Parthasarathy and Mr. Rahul Balaji, Advocates for R-1. Mr. Rishi Srinivas, Advocate for R-2. JUDGMENT ( Virtual Mode ) NARESH SALECHA , MEMBER ( TECHNICAL ) The Present Appeals are filed against the 'impugned order' dated 08.04.2022 passed by the 'Adjudicating Authority' [National Company Law Tribunal, Bengaluru Bench] in CP. (IB) No. 11/BB/2022, whereby, the 'Adjudicating Authority' dismissed two applications i.e. I.A. No. 86 & 87 of 2022 which were filed under the 'Insolvency & Bankruptcy Code, 2016' (in short 'I & B Code, 2016). Brief Facts: 2. There are two appeals i.e CA (AT) (Ins.) No. 142 of 2022 in CP. (IB) No. 11/ BB/ 2022 and CA (AT) (Ins.) No. 174 of 2022 in CP. (IB) No. 11/ BB/ 2022. The common 'impugned order' was issued by the 'Adjudicating Authority' on 08.04.2022 and therefore, both the Appeals are connected and accordingly dealt with during pleadings. This 'Appellate Tribunal' shall also examine these two Appeals in combin....
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....1.2021 with ZACL and agreed to discharge the entire liability of the 'Corporate Debtor' which entitled 1st Respondent to enter into shoes of ZACL by way of right of subrogation for Recovery of Dues from the Corporate Debtor. M/s Sunstar Hotels and Estates Pvt. Ltd. (the 'Financial Creditor') therein/ Respondent No. 1 herein paid all sums outstanding of the 'Corporate Debtor' to ZACL on 20.11.2021 and acquired rights to impose recovery from the 'Corporate Debtor'. M/s Sunstar Hotels and Estates Pvt. Ltd. (the 'Financial Creditor') therein/ Respondent No. 1 herein, further advanced Rs. 1,50,00,000/- as an 'ICD' on 20.10.2021 @ 18% interest p.a to be paid back within four weeks. The 'Corporate Debtor' however, could not make any repayment. This led M/s Sunstar Hotels and Estates Pvt. Ltd. (the 'Financial Creditor') therein/ Respondent No. 1 herein to issue 'Demand Notice' on 10.12.2021 and in response, the 'Corporate Debtor' vide reply dated 15.12.2021 sought additional time to pay. 8. Mr. Nirej Vadakkedathu Paul, the 1st Appellant herein along with 8 others filed I.A. No. 86 of 2022 seeking permission to intervene in CP. (IB) 11/BB/2022 and similarly one I.A. No. 87 of 2022 also s....
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.... :- S. No. Name of the Applicant(s) No. of equity shares held 1 Mr. Nirej Vadakkedathu Paul 1,50,000 2 Dr. TJ Leelamma 2,000 3 Ms. Litty Thomas 2,00,000 4 Ms. Sheeja T 22,222 5 M/s Equity Intelligence India Private Limited 4,20,000 6 M/s. Acacia Partners, L.P. 7,76,269 7 M/s. Acacia II Partner, L.P. 64,000 8 M/s. Acacia Institutional Partners, L.P. 4,88,709 9 M/s. Acacia Conservation Fund, L.P. 48,000 TOTAL 21,71,200 (approx. 15% share capital) 14. Learned Counsel for the Appellants assailed the conduct of the 1st Respondent, who is connivance with the 2nd Respondent, initiated illegal and fraudulent 'Corporate Insolvency Resolution Process' with mala-fide and ulterior motives. Learned Counsel for the Appellants also stated that the 2nd Respondent was virtually unrepresented as there was only a solitary director of the Corporate Debtor who was also appointed illegally and did not defend at all. 15. Learned Counsel for the Appellants further assailed the 'impugned order' 08.04.2022 as unreasoned order passed without dealing with the arguments raised by the intervenors in b....
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.... that the Corporate Debtor is primarily a 'Non- Banking Financial Company' incorporated in Bangalore on 1st March 2004 by a Composite Scheme of Arrangement - more specifically demerger whereby the investment business of McDowell and Company Ltd. was transferred to the 2nd Respondent. 21. Learned Counsel for the Appellants stated that in October/November 2020, the 2nd Respondent appointed three Directors, namely, Mr. Theerthesh B.S., Ms. Sarvamangala Hadapada and Mr. G. Sreenivas as its Additional Directors. These appointment were to be confirmed in the Annual General Meeting held on 29.09.2021 for which e-voting was opened from 25.09.2021 to 28.09.2021, however, by 99.24% of voting, proposed appointments of all three Additional Directors were rejected on 28.09.2021 and therefore, the 2nd Respondent illegally sought to adjourn the AGM on pretext of want of quorum. The Additional Directors, who were themselves voted out from the 'Corporate Debtor', appointed wrongly two more Additional Directors namely, Amr. Nanjundaiah Ramanna and Mr. G.V.R. Murthy on 17.11.2021. 22. Learned Counsel for the Appellants stated that a tripartite agreement was entered into by 'ZACL' with 1st & 2nd....
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....ed substitution/ assignment of alleged debt by 'ZACL' by the 1st Respondent and the 2nd Respondent undertook to pay in full by 30.11.2021 i.e. within 11 days of execution of said agreement and in immediate subsequent event, an application was filed under Section 7 of the I & B Code, 2016 on 06.01.2022. According to Learned Counsel for the Appellants the entire sequence from AGM to filing of Section 7 application was orchestrated within two months, which is a classic case of blatant misuse of provision of I & B Code, 2016 only to deprive economic value of 46,000 majority shareholders of the 'Corporate Debtor'. 27. Learned Counsel for the Appellants continued arguments on fraudulence and illegal Section 7 Application alleging that by alleged debt of mere Rs. 15 crores (approx.) the Respondents are trying to take over the assets of more than Rs. 1000 crore of the 'Corporate Debtor'. Learned Counsel for the Appellants again alleged that the CP (IB) 11/ BB/2022 was malicious and had been initiated on behalf of erstwhile promoters of the 2nd Respondent i.e. Mr. Vijay Mallya and his group. To buttress his point, the Learned Counsel for the Appellants stated that the 1st Respondent is a....
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....cy proceedings against the 2nd Respondent could have only been filed by the financial sector regulator i.e., Reserve Bank of India as required under Rule 5 of the Insolvency and Bankruptcy (Insolvency Liquidation Proceedings of Financial Service Providers and Application to Adjudicating Authority) Rules, 2019. 30. Learned Counsel for the Appellants mentioned that the 2nd Respondent also provided Financial Consultancy Services as can be seen 'Memorandum of Association' of the 2nd Respondent as well Annual Report for Financial Year 2020-21 which clearly establishes that one of object of the 2nd Respondent is to provide 'Financial Advisory and Subsidiary Services'. Learned Counsel for the Appellants also stated that the notes to the Financial Statements mentioned clearly that the company had obtained Registration from RBI as Non-Banking (Non- Deposit Accepting) Financial Company and this fact was also reflected by Independent Auditor's in their opinion stating that the company should be registered with 'Reserve Bank of India' under Section 45-IA of the RBI Act and has applied for such a registration. 31. Learned Counsel for the Appellants cited RBI website which lists the Respon....
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.... settle the entire claims of the 'Committee of Creditors' and promised to settle the remaining amount within one month of acceptance of settlement. Learned Counsel for the Appellants further stated that as per settlement proposal, 100% of admitted claims of both the 'Financial Creditors', namely, the 1st Respondent and M/s Pixie amounting to Rs. 18,65,17,601/-, were to be satisfied and the proposal was supported by almost 45% of shareholders of the 'Corporate Debtor'. Learned Counsel for the Appellants stated that the 'Committee of Creditors' however, did not accept the proposal which demonstrated that the 'Committee of Creditors' were acting with ulterior motives without any intention for resolution and recovering of money of their debts. 36. Learned Counsel for the Appellants referred to the judgment of the Hon'ble Supreme Court of India in the matter of Swiss Ribbon where it was held that the focus of I & B Code, 2016 is to revive the Corporate Debtor and to protect it from the 'Erstwhile Management' and not mere recovery legislation for Creditors. Learned Counsel for the Appellants stated that this landmark judgment was not considered by the Adjudicating Authority in the 'im....
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....rocess' would reduce the value of their shareholding to a throw away prices. This will not only affects the present Appellants but also 47,000 other shareholders of the 2nd Respondent. The 2nd Respondent colluding with the 1st Respondent on the other hand, would avail the benefit of Section 32-A of the I & B Code, 2016 to remove the attachment on the assets of the 2nd Respondent and gain assets worth over Rs. 1000 crores and retain control of the 2nd Respondent. 41. Learned Counsel for the Appellants also cited judgment of this Appellate Tribunal in the matter of "Reliance Commercial Finance Limited vs. Darode Jog Builder Private Limited" in CA (AT) (Ins.) No. 1005 of 2022 dated 19.09.2022, wherein this 'Appellate Tribunal' held that if the 'Corporate Debtor' is willing to pay the entire amount, the Financial Creditor cannot refuse to accept the same and this 'Appellate Tribunal' while confirming the 'Adjudicating Authority' 'impugned order' affirmed that no purpose or occasion shall survive to still proceed with the Insolvency Resolution of the Corporate Debtor. 42. Learned Counsel for the Appellants, therefore, urged strongly that in light of this judgement read along with ....
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....the background of accumulation of debts. Learned Counsel for the 1st Respondent briefed that the 2nd Respondent entered into a settlement agreement with 'ZACL' and MCFL on 17.06.2019 w.r.t. one 'ICD' from 'ZFCL'. Learned Counsel for the 1st Respondent further briefed that as per this settlement agreement, the 2nd Respondent was to make all the payment on or before 16.12.2020 which included sum of Rs. 10,60,56,810/- along with interest being outstanding of ICD amount. Learned Counsel for the 1st Respondent elaborated the details of two tranches i.e. the first tranche by way of sale and transfer of shares of the 'Corporate Debtor' in 'MCFL' to 'ZACL' and the second tranche was by procuring release of shares of United Breweries Limited and amounts realized from the sale of shares of United Breweries Limited. Learned Counsel for the 1st Respondent stated that at the request of the 'Corporate Debtor' repayment schedule was extended by ZACL for a period of 6 months and as per modified terms of agreement the 'Corporate Debtor', was required to make payment towards (i) the remaining sum due which consisted of Rs. 5,68,13,785.95, (ii) interest of Rs. 7,38,11,381/19/- and (ii) interest accru....
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....nt strongly objected to the present appeal filed by the 'Appellants' being non maintainable at the first place. Learned Counsel for the 1st Respondent stated that the 'Appellants' herein, are only shareholders and by law shareholders cannot maintain derivative actions. Learned Counsel for the 1st Respondent assailed the conduct of the 'Appellants' who purchased shares in recent past knowing fully well that outstanding debts of the 2nd Respondent reflected in the financial statements. Learned Counsel for the 1st Respondent tried to question genuine intention of the 'Appellants' for acquiring shares even with knowledge that the assets of the 2nd Respondent i.e. shares in certain company are under attachment. Learned Counsel for the 1st Respondent also alleged that the 'Appellants' have come with unclean hands and have not disclosed the dates on which the shares were acquired by them. 54. Learned Counsel for the 1st Respondent challenged the locus of the 'Appellants' in the present appeal and reiterated that the 'Appellants' are mere shareholders and by no stretch of imagination, they can be treated as aggrieved party. Learned Counsel for the 1st Respondent stated that it is settle....
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....rovisions. 60. Learned Counsel for the 1st Respondent stated that there is no provision under I & B Code, 2016 or under the Companies Act, 2013 which allows shareholders to directly deposit the money on behalf of the Company/ Corporate Debtor to settle dues with financial creditor. Learned Counsel for the 1st Respondent also mentioned that there are no such precedents or judicial judgements to support wrongful suggestions of the 'Appellants'. Learned Counsel for the 1st Respondent further stated that the once the 'Resolution Plan' is approved, it takes care in interest of all the stakeholder including the 'Appellant' herein and furthermore the 'Appellants' are free to take legal remedies as permissible under concerned law rather than abusing the provisions of I & B Code, 2016. 61. Learned Counsel for the 1st Respondent also strongly refuted allegations of fraud/ collusion between the 1st Respondent and the 2nd Respondent which have been alleged without any basis and in fact the 'Appellants' are themselves having nexus with Erstwhile Promoters of the company Mr. Vijay Mallya and is corroborated by the fact that the 'Appellants' purchased most of the shares recently knowing ver....
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....e I & B Code. 2016 where the 'Appellants' claiming to be an aggrieved person, has to show how the Appellant has been aggrieved in respect of the specific circumstances of the case to maintain a derivative action, which the 'Appellants' have miserably failed to do. 65. Learned Counsel for the 1st Respondent alleged that the intention of the 'Appellants' is to derail the process of 'Corporate Insolvency Resolution Process' which has resulted into approval of the 'Resolution Plan' by the 'Committee of Creditors'. Learned Counsel for the 1st Respondent further stated that in guise of buying some shares in the recent past knowing well that the property of the 'Corporate Debtor' is under attachment, the 'Appellants' have devised an illegal and fraudulent method of taking over reins of the 'Corporate Debtor' and taking over the assets of more than 1000 crores by mere 'Speculative Investment' in shares of the 'Corporate Debtor'. Learned Counsel for the 1st Respondent stated that the intent becomes quite clear when the 1st Appellant himself have volunteered to be the Board of Directors of the 2nd Respondent. Learned Counsel for the 1st Respondent stated that their all transactions have b....
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....om close relatives 'the Taparias' who owns 'Famy Care Private Limited' which funded Rs. 5 crores out of Rs. 16.3 cores deposit offered by the 'Appellants'. Learned Counsel for the 1st Respondent further submitted that interestingly the said company does not hold any shares in the 'Corporate Debtors' company. 69. Learned Counsel for the 1st Respondent emphasised that similar pattern of unhealthy acquisition of shares has been resorted by other shareholders also and to prove this point, Learned Counsel for the 1st Respondent submitted the details of acquisition of shares made by the parties 'the settlement proposal' in form of a chart along with Chart showing inter-se relationship between the Appellants and that they are persons acting in concert which is Chart showing links between few Appellants/ Persons proposing to make payments and Mr. Vijay Mallya. These charts furnished by the 'Respondents' which are seen as under :- Learned Counsel for the 1st Respondent pointed out that the arguments of the 'Appellants' of their entitlement to submit settlement proposal as a 'contributory' under Companies Act, 2013, is legally not permissible as, the I & B Code, 2016 is a complete cod ....
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....t the 1st Respondent is insisting on 'Corporate Insolvency Resolution Process' in order to take over the management of the 'Corporate Debtor' and the landing to the 2nd Respondent was collusive in nature. Learned Counsel for the 1st Respondent brought out that the 'Committee of Creditor' has already considered five 'Resolution Plans' and has approved 'Resolution Plan' of 'Phoenix Theme Infra Projects LLP' in their meeting held on 19.10.2022 in accordance with Regulation 18 and 19 of IBBI and the same is pending before the 'Adjudicating Authority' for approval in I.A No, 399 of 2022 in CP (IB)/ 11/2022. Learned Counsel for the 1st Respondent further stated that it is a settled law that the 'Financial Creditor' i.e. the 1st Respondent herein is only entitled to its contractual determination dues and nothing more. Learned Counsel for the 1st Respondent alleged that on the contrary, it is the 'Appellants' who are trying to take over company through an illegal a settlement proposal/ loan and has also offered to be on the 'Board of Directors' of the 'Corporate Debtor' as indicated by the 1st Appellant. 74. Learned Counsel for the 1st Respondent further refuted the allegations of th....
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....entry to take control of the company. Learned Counsel for the 1st Respondent submitted that for arguments sake, even if the I & B Code, 2016 has provision to allow 'shareholder' to offer such settlement proposals, still it could have been seen as tainted proposal and indirectly proposed by Erstwhile Promoter- Mr. Vijay Mallya who is under investigation by several agencies. Learned Counsel for the 1st Respondent stated that on the contrary the I & B Code, 2016 in transparent and dignified manner facilitate chance to all to participate in 'Resolution Plan' and once it is approved by the 'Adjudicating Authority' the Respondent will get their claims settled as per approved 'Resolution Plan'. 78. Learned Counsel for the 1st Respondent stated that if the 'Appellants' are so interested to take part in the management of the 'Corporate Debtor', could have participated as the 'Resolution Applicant'. Learned Counsel for the 1st Respondent pointed out that the very fact of the 'Appellants' not participating for 'Resolution' of the 'Corporate Debtor' indicate that their dubious intentions to work on behalf of the Erstwhile Promoters - Mr. Vijay Mallya 79. Learned Counsel for the 1st Respo....
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....is no strategic holding by the 'Corporate Debtor'. Learned Counsel for the 1st Respondent stated that in any case, the RBI vide letter dated 25.10.2021 asked the 'Corporate Debtor' to examine the applicability of 'CIC' directions 2016. Learned Counsel for the 1st Respondent emphasised that the said letter do not give any directions to the 'Corporate Debtor' to get itself registered as 'CIC'. Learned Counsel for the 1st Respondent stated that it made clear the 'Corporate Debtor' is not a 'NBFC'. 82. Learned Counsel for the 1st Respondent further submitted that the primary requirement for a company to be a 'CIC' is to hold such strategic investments in group companies. Learned Counsel for the 1st Respondent stated that the 'Corporate Debtor' does not fall under the ambit of any of the arrangements mentioned therein with United Breweries Limited, since the shareholding of the 'Corporate Debtor' in United Breweries Limited is only 1.72%. Therefore, the CIC Directions, 2016 are not inapplicable to the 'Corporate Debtor'. 83. Learned Counsel for the 1st Respondent stated that the 'Appellants' have relied on various decisions of the 'Apex Court' and this 'Appellate Tribunal', and em....
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....iberated upon before coming to final conclusion. (I) (a) Whether the 'Adjudicating Authority' committed an error in admitting the 'CIRP' of the 'Corporate Debtor' And (b) Whether, the shareholder of the 'Corporate Debtor' has any locus in Section 7 application filed by the 'Financial Creditor'. (II) Whether, the shareholders can make payment to satisfy financial debt of financial creditor in order to take away the 'Corporate Debtor' from the clutches of the 'Corporate Insolvency Resolution Process'. (III) Whether the Respondent No. 2 ('Corporate Debtor') is a Non- Banking Financial Company ('NBFC') having assets of more than Rs. 500 crores and therefore exempted from the 'Corporate Insolvency Resolution Process' ordered by the 'Adjudicating Authority'. (IV) Whether, such cases of Non- Banking Financial Company are required to be registered or can fall in the definition of 'Exemption' even without being registered with the 'Reserve Bank of India'. (V) Whether the permission of the 'Reserve Bank of India' is mandatorily to be taken prior to initiating the 'Corporate Insolvency Resolution Process' proceedings against the '....
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....ding any forward sale or purchase agreement, having the commercial effect of a borrowing. 1[Explanation.-For the purposes of this sub-clause,- (i) any amount raised from an allottee under a real estate project shall be deemed to be an amount having the commercial effect of a borrowing; and (ii) the expressions, "allottee" and "real estate project" shall have the meanings respectively assigned to them in clauses (d) and (zn) of section 2 of the Real Estate (Regulation and Development) Act, 2016 (16 of 2016);] (g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price and for calculating the value of any derivative transaction, only the market value of such transaction shall be taken into account; (h) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, documentary letter of credit or any other instrument issued by a bank or financial institution; (i) the amount of any liability in respect of any of the guarantee or indemnity for any of the items referred to in sub-clauses (a) to (h) of this clause; (emphasis supplied) "5(26) "....
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....n professional, it may, by order, admit such application; or (b) default has not occurred or the application under sub-section (2) is incomplete or any disciplinary proceeding is pending against the proposed resolution professional, it may, by order, reject such application: Provided that the Adjudicating Authority shall, before rejecting the application under clause (b) of sub-section (5), give a notice to the applicant to rectify the defect in his application within seven days of receipt of such notice from the Adjudicating Authority. (6) The corporate insolvency resolution process shall commence from the date of admission of the application under sub-section (5). (7) The Adjudicating Authority shall communicate-(a) the order under clause (a) of sub-section (5) to the financial creditor and the corporate debtor; (b) the order under clause (b) of sub-section (5) to the financial creditor, within seven days of admission or rejection of such application, as the case may be." (emphasis supplied) "61. Appeals and Appellate Authority.-(1) Notwithstanding anything to the contrary contained under the Companies Act 2013 (18 of 2013), a....
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.... the default has occurred and application is complete, admit such application and 'Corporate Insolvency Resolution Process' shall commence from the date of such admission of the application. ➢ According to scheme under Section 7, the 'Adjudicating Authority' is not required to look into other criteria for admission. ➢ As per Section 5 (7) of the I & B Code, 2016, 'Financial Creditor', means any person to whom the financial debt is owed and includes a person to whom such a debt is legally assigned or transferred. Where an assignment agreement legally assigns the impugned debt to a person, such a person becomes a financial creditor within a meaning of Section 5(7) of the I & B Code, 2016. In such case, the assignee steps into the shoes of the 'Financial Creditor' and as such he is entitled to the reliefs as available in the I & B Code, 2016. ➢ In the present case, undisputedly, the 1st 'Respondent' became 'Financial Creditor' since the assignment was created with all requisite formalities and the 'Corporate Debtor' has not denied the financial transaction. In such case, the 'Adjudicating Authority' is supposed to admit Section 7 Applica....
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....the Code, there is no place for any third party other than the Financial Creditor and the Corporate Debtor. The Shareholders of the Financial Creditor or of the Corporate Debtor in their capacity as a shareholder have no locus standi to get themselves impleaded in the C.P. filed U/s.7 of the IBC, 2016. If any Shareholder of the Financial Creditor or the Corporate Debtor have any grievances with regard to the representation of the Company in the C.P., they can agitate their rights as Shareholders under the applicable provision of the Companies Act, 2013 but cannot be allowed to be impleaded or intervened in the C.P. This Adjudicating Authority, while exercising summary jurisdiction such as Section 7 of the IBC, 2016, cannot adjudicate the disputes, if any, inter se, between the Shareholders or Directors of the Corporate Debtor, Accordingly, both the Interlocutory Applications are dismissed." (emphasis supplied) ➢ It is the case of the 'Appellants' that being "shareholders", if 'Corporate Insolvency Resolution Process' is allowed to continue their 'financial interest' will be adversely affected and therefore, they are aggrieved by the 'impugned order'. ....
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....ate Tribunal' one judgment of Delhi High Court on derivative action on behalf of the Corporate Debtor under I & B Code, 2016. In the case of ICP Investments v. Uppal Housing, 2019 SCC OnLine Del 12371, following has been recorded in the judgment :- "18. The IRP appointed with respect to Umang, under the law having powers/authorities as aforesaid, I have wondered about the maintainability of a derivative action on behalf of Umang. 20. It is felt that once the affairs of the Umang are taken over by an IRP, the Directors of Umang can no longer be blamed for not taking the requisite steps to seek redress for the wrong if any done to Umang, and a derivative action by plaintiff, as a majority shareholder, for the benefit of Umang would not be maintainable. The plaintiff now has to approach the IRP for taking action against Uppal and it is the IRP who has to, if finds any merit in the grievance of the plaintiff, take appropriate remedy on behalf of Umang. Moreover, if the plaintiff remains dissatisfied with the decision of IRP, has remedy before the NCLT. 22. I must however note that the aforesaid cases involved a company which was at the stage of liqui....
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....orate Insolvency Resolution Process' of the 'Corporate Debtor', once the debt due and default is established by the 'Adjudicating Authority', in an application made by the 'Financial Creditor' filed under Section 7 of the I & B Code, 2016 before the 'Adjudicating Authority'. ➢ Moreover, there is no law which allows a third-party to settle the claims of the 'Financial Creditor' on behalf of the 'Corporate Debtor', more so without any consent of the 'Corporate Debtor' and in the teeth of opposition by the 'Financial Creditor'. The 'Appellants' could not produce any precedents in this regard. ➢ Theoretically, even a 'person' aggrieved by the 'impugned order' challenges admission of 'Corporate Insolvency Resolution Process', it is not going to resolve the issues under any relevant law and the whole exercise with such appeal become futile, purposeless and will only cause delay in resolution, for which the 'Resolution Plan' has already been approved by the 'Committee of Creditors' and is under consideration of the 'Adjudicating Authority'. ➢ We also take into account the judgment of this 'Appellate Tribunal' wherein, it was held that the no....
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....ucation, or merely accumulating additional wealth over time. A wide variety of investment vehicles exist to accomplish goals, including (but not limited to) stocks, bonds, commodities, mutual funds, exchange-traded funds (ETFs), options, futures, foreign exchange, gold, silver, retirement plans, and real estate. Investors can analyze opportunities from different angles, and generally prefer to minimize risk while maximizing returns. Investors typically generate returns by deploying capital as either equity or debt investments. Equity investments entail ownership stakes in the form of company stock that may pay dividends in addition to generating capital gains. Debt investments may be as loans extended to other individuals or firms, or in the form of purchasing bonds issued by governments or corporations which pay interest in the form of coupons." (emphasis supplied) ➢ Therefore, a shareholder is also technically speaking an "investor"/ "owner", who owns limited investment in the company to the extent of share capital subscribed by him. Therefore, the judgement of Anant Kajare (Supra) is applicable in the present appeal as discussed in prec....
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....ondent No. 2 when the Impugned Order was passed) (Page No. 25of Annexure D herein) Dasaradharami Reddy Siddavarapu (Director Respondent No. 1) Replaced by GVR Murthy on the Board of Star Alcobey Pvt. Ltd. Kodanda Ram Vangallu (Director Pixie Enterprises Pvt. Ltd.) (CoC Member) COLLUSION BETWEEN G. SREENIVSAN AND THE ERSTWHILE PROMOTERS OF RESPONDENT NO. 2 UB Infrastructure Projects Ltd. Director Common registered Kingfisher Finvest India Ltd. Director G. SREENIVASAN (Erstwhile Director of Respondent No. 2) Bangalore email ID: Director Beverages sreeni@ub Ltd. hl.in Director Bestride Consultancy Pvt. Ltd. Note 1: United Breweries Holdings Limited ("UBHL") was an entity controlled by Mr. Mallya, whose stake in the Respondent No. 2 company was attached and sold. Note 2: G. Sreenivasan was not classified as an "Independent Director" but as a "Non-executive Director" due to his association with the erstwhile promoter group (Page No. 25 of Annexure D herein) Document 2 ANNEXURE-IIA-CHART SHOWING THE INTER-SE RELATIONSHIP BETWEEN THE APPELLANTS AND THAT THEY ARE PERSONS ACTI....