TaxTMI 
TaxTMI 
2023 (12) TMI 1151
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....sh, Advocate for R5. Mr. Ashish Agarwal, Sr. Advocate for Mr. Nithin Chowdary Pavuluri, Mr. Arjun Suresh, Mr. Vinay Kumar Pandey, VSR Avadhani, Advocates for R6. Ms. Anuradha Bisani, For Liquidator/R7. Mr. Arun Karthik Mohan, Advocate for R10. Mr. Shankar Narayanan, Senior Advocate for PNB JUDGMENT (Virtual Mode) [Per: Shreesha Merla, Member (Technical)] 1. The present Appeal is filed against the Impugned Order dated 13.09.2023 passed by the National Company Law Tribunal, Hyderabad Bench - II / Adjudicating Authority in IA (IBC) No. 816/2023 and IA (IBC) No. 1009/2023 in CP (IB) No.519/7/HBD/2018, whereby the Adjudicating Authority has observed in the Impugned Order, dated 13.09.2023, as follows: "Ld. Senior Counsel Mr. SR Raja Gopal for Mr. Allwin Godwin, Mr. Sagar Dhawan & Mr. VVSN Raju, Adv for the Petitioners and Ld. Senior Counsel Mr. Vivek Reddy for R1 and R2 for Mr. Bheemachary, Mr. Harshavardhan Abburi for R3, present. No representation for R4. IA 816/2023 Ld. Senior Counsels have submitted that the 4th Respondent (MEIL Energy Pvt Ltd) and 1st Respondent (Ramanagaram Enterprises Private Limited/R1) have entered into share purchase a....
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....llant, namely KRS Erectors Pvt. Ltd. submitted an Acquisition Plan dated 22.09.2021 for taking over the First Appellant company as a 'Going Concern'. This Acquisition Plan was approved by the NCLT on 26.09.2022. It is submitted that being the successful bidder, the Second Appellant has reconstituted the Board of Directors with effect from 26.07.2023. 3. The First Respondent / IDBI is the Financial Creditor of both the First Appellant Company and the Second Respondent and has filed IA No. 816/2023 before the NCLT. The Second Respondent is a step/down subsidiary of the First Appellant Company and was admitted into CIRP on 09.05.2019. A Resolution Plan was jointly submitted by M/s. iLABS Hyderabad Technology Centre Pvt. Ltd. and M/s. 50 Hertz Energy Pvt. Ltd., arrayed as Respondents 3 and 4 respectively, which was approved by the Adjudicating Authority vide Order dated 26.04.2021. The Second Respondent namely M/s. Ramanagaram Enterprise Pvt. Ltd. was initially incorporated under the name M/s. Vamshi Industrial Power Ltd. and thereafter, renamed as Lanco Thermal Power Ltd. The Fifth Respondent Company is stated to be the identified bidder for 42,00,00,000 CCPS of Lanco Anpara Power ....
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....at the Second Appellant became aware of these Agreements in the month of March 2023 when a copy was furnished to them. 5. Learned Senior Counsel for the Appellant submitted that as per Section 3.2 (ii)(c) of the SPA, 42,00,00,000 CCPS which stood pledged to the lenders of the First Appellant were to be transferred to the Second Respondent with effect from the date of the SPA. The consent of the project lenders for the transfer of the pledged CCPS was not given and therefore by mutual consent of both the First Appellant and the Second Respondent herein, the timelines for transfer of the CCPS was extended from time to time. It is submitted by the Learned Counsel for the Appellant that the Second Respondent had only paid Rs. 734.26/- Crores out of the total consideration of Rs. 1219.636/- Crores agreed under the SPA. The transfer never took place as the consent of the lenders was not forthcoming and because the balance sale consideration was never paid. It is argued that the timeline for conversion of the CCPS to Equity Shares was also extended from time to time till 30.09.2023. It is contended that Lanco Anpara never sought extension of the timelines for conversion from CCPS to Eq....
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....ad undergone change in the management, pursuant to the approval of the Acquisition Plan vide Order dated 26.09.2022, has directed the Liquidator and the Appellant herein to cooperate with respect to the transfer of the subject shares. 8. As regarding maintainability of the Appeal, raised by the Respondents, Learned Senior Counsel Mr. E. Om Prakash strenuously argued that the Appellants are necessary parties being substantially interested in the subject matter of IA No. 816/2023 and therefore, ought to have been heard, but the Adjudicating Authority, in gross violation of the Principles of Natural Justice, passed the Impugned Directions; that the subject 42,00,00,000 CCPS stand in the name of the First Appellant / Lanco Infra / LITL; that LITL was sold as a `Going Concern' to KRS Erectors; that after the 'Sale' in Liquidation, the erstwhile Liquidator becomes functus officio and the question of directing the erstwhile Liquidator for transfer of shares of LITL does not arise; the sale is pursuant to an Acquisition Plan and the erstwhile Liquidator is only to assist the Monitoring Committee constituted under the Plan; that post the Sale the Authority to represent LITL lies with the....
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....ne of the secured Financial Creditors were attended and no reasons were given and hence agenda item numbers 11-13 were approved and hence the Board of Directors of LITL was reconstituted with effect from 27.06.2023and now IDBI cannot object to the same as it was very much aware of the agenda of the seventh meeting and raised no objections. In fact, the erstwhile Liquidator issued an email dated 14.09.2023 to all Stakeholders stating that the Board of Directors of LITL is reconstituted. Even then no objection was raised. IDBI was aware of the reconstitution as early as 27.06.2023 and no later than 14.09.2023. It was only on 17.10.2023 after filing of the present Appeal that IDBI had filed IA No. 1722/2023 as an after-thought. The said Application was listed for the first time on 07.11.2023 and an Interim Order was passed keeping the resolutions passed in agenda item numbers 11-13, in abeyance. 10. It is vehemently contended that IDBI had raised an objection whether the newly constituted Board can maintain the present Appeal, in its Counter Statement dated 01.11.2023, which is prior to 07.11.2023, and has not been disclosed to the Adjudicating Authority that the issue regarding re....
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....R. Rajgopal appearing for the First Respondent/IDBI Bank submitted that IDBI has also challenged the reconstitution of the Board of Directors of LITL vide I.A. No.1722/2023 in C.P. (IB) No. 111/07/ HDB/2017, since the Second Appellant have not adhered to the terms of the approved Acquisition Plan for reconstitution of the Board of Directors of LITL and therefore the authority of LITL to challenge the Order is not maintainable. It is submitted that this Appeal has been filed in disregard of the LTPL approved Resolution Plan which was approved by the Adjudicating Authority in I.A. No.839/2020 in C.P. (IB) No.519/7/HDB/2018, which is binding in terms of the Section 31 of the Code. It is contended that the `rights', `title' and `interest' of the CCPS has been transferred to Lanco Anpara and has already passed on to REPL from LITL in terms of Share Purchase Agreement. All Financial Liabilities of REPL has been settled and the First Appellant is not entitled to any amount on account of the balance consideration under the SPA. Further, it is submitted that the Adjudicating Authority vide Order dated 24.01.2023, in I.A. No.1455/2022, in C.P. (IB) No.111/07/HDB/2017 has directed that the se....
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....n citing procedural infirmities inter alia in the status of Preference Shares forming part of the Shares of LITL held in Lanco Anpara Power Limited. It is stated that REPL Shares constitute 28.66% Equity Shares and 54.33% Preference Shares (LAPL CCPS) held by REPL in Lanco Anpara. It is contended that the Preference Shareholding of REPL in Lanco Anpara which was in physical form still reflected in the name of LITL as a physical share were pledged in favour, and therefore held with the tenth Respondent/REC Limited had raised a roadblock for implementation of the approved Resolution Plan. During the hearing in I.A. 816/2023, the Adjudicating Authority in an attempt to amicably resolve the issues so that Clause VII of the Resolution Plan could be implemented, passed directions and the impound Order was passed between the parties to the approved Resolution Plan being Respondents 1, 2, 3, 4 & 5. As the Second Appellant/KRS Erectors Private Limited expressed an inability to authorised any action which was beyond the purview of the acquisition Plan, the Appellant approach the Adjudicating Authority for requisite directions in I.A.816/2023. The Liquidator was present for the hearing on 13.....
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....ention to the following chart for better understanding of the case:- 16. Learned Sr. Counsel Mr. Ashish Aggarwal submitted that the First Appellant is the Parent entity of M/s. Lanco Groups of Entities and Lanco Anpara is a subsidiary of the First Appellant/LITL that was floated to deal with the specific project in Uttar Pradesh, for which Project, M/s. REC Ltd. was a Project lender and entire Shareholding of Lanco Anpara which was held by the First Appellant/LITL was entirely held in its own name, free of encumbrances or pledged in favour of the Project lender, namely, M/s. REC limited or pledged in favour of Lenders of M/s. LITL. It is submitted that as per the terms of the Share Purchase Agreement a total sale consideration of Rs. 1219,63,60,000/- was to be paid in two tranches of Rs.734.26 Crores. and Rs.485.376 Crores. for the entire Shareholding of Lanco Anpara held by LITL. The first tranche in the transfer was to be completed by 30.03.2012 and the second tranche after LITL had obtained the consent of the Lenders from the date of execution of the SPA, the Shares were never reflected as an Asset in the Financial Statements of the First Appellant and it has been constantly ....
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....plement the Resolution Plan and transfer of Assets in favour of the sixth Respondents as REPL was not cooperating with the Impugned Application was filed on April 2023 and during pendency of the Application, REPL agreed to pay by the terms of the Resolution Plan and an Agreement was entered into with the sixth Respondent an IDBI on 12.09.2023. On the basis of this Agreement, the Impugned Order was passed on 13.09.2023. A time period of 60 days was given to complete the transaction, which was set to expire on 12.11.2023. The transaction was completed on 12.11.2023. The entire consideration of Rs. 855 Crores. have been paid and the Shares have been transferred in the name of the sixth Respondent. 17. It is strenuously argued by the Learned Sr. Counsel Mr. Ashish Agarwal that the case of the Appellants is that the SPA dated 30.03.2012 could never have been given effect to as the consent of the lenders was never obtained and the balance sale consideration of Rs. 485 Crores. has not been paid, is incorrect as the Impugned Order is the consent Order taking into consideration the SPA dated 12.09.2023 and that the Application was filed directing the REPL to comply with the terms of the ....
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....rests of smooth and proper implementation of acquisition plan." And therefore, LITL has no locus to file this Appeal. As regarding this submission, it is seen from the record that the date of the Interim Order is 07.11.2023 whereas the Notice of the 7th Monitoring Committee Meeting was issued on 22.06.2023 by KRS Erectors. Annexure F is the Notice of the 7th meeting which establishes that Notice with all the enclosures were sent to IDBI and the agenda items between 11-14 is with respect to reconstitution of the Board of Directors. The Learned Senior Counsel Mr. E. Om Prakash drew our attention to the said notice and the agenda items are reproduced as hereunder: From the aforenoted agenda items, it is clear that IDBI was aware of the proposed meeting but did not choose to attend or file its objections to the same and no reasons were given for not attending the meeting. There is no whisper of any denial of receipt of Notice of this meeting. It is also not denied that the erstwhile Liquidator had issued an email dated 14.09.2023 to all Stakeholders regarding the Board of Directors of LITL. We are addressing to this issue only because it was vehemently argued by the Respondents t....
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....rial irregularity or fraud committed in relation to such a liquidation order. (5) An appeal against an order for initiation of corporate insolvency resolution process passed under sub-section (2) of section 54-O, may be filed on grounds of material irregularity or fraud committed in relation to such an order." 24. As the Code does not specifically define as to who an `aggrieved person' is, we find it relevant to refer to the definitions/observations by the Hon'ble Supreme Court in a catena of Judgements. We find it apposite to rely on the observations made by the Hon'ble Apex Court in `Adi Pherozshah Gandhi' Vs. `H.M. Seervai, Advocate General of Maharashtra', (1970) 2 SCC 484 with respect to expression person aggrieved: "6. The expression "person aggrieved" is not new, nor has it occurred for the first time in the Advocates' Act. In fact it occurs in several Indian Acts and in British statutes for more than a hundred years. In the latter a right of appeal to a "person aggrieved" is conferred in diverse contexts. It occurs in the Ale House Act, the Bankruptcy Acts, Copyright Act, Highway Act, Licensing Acts, Milk and Dairies (Amendment) Act, Rating and Valuatio....
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.... to its decision", that is to say, a person who is in the nature of a party as contra-distinguished from "a person who is next described as a person who is heard in a dispute between others". To distinguish between these two positions I may refer to a few more decisions. In Re Kitson, Ex f. Sugden (Thomas) and Sons Ltd. [(1911) 2 KB 109 at 112-14] it was further explained that "the mere fact that an order is wrongly made does not of itself give a grievance to a person not otherwise aggrieved". (per Phillimore, J.) It was added that a person deprived of the fruits of litigation which he had instituted in the hope for them, is a "person aggrieved". Similarly, a creditor who did not wish an adjudication order to be made was held not to be a "person aggrieved" - See In Re Brown Ex. p. Debtor v. Official Receiver [(1943) Ch D 177] . The utmost that this series of cases goes is to be found in the observations of James, L.J. in Ellis Ex. p. Ellis [(1876) 2 Ch D 797] that even a person not bound by the order of adjudication must be treated as a person aggrieved if the order embarrasses him. In a latter case (In Re Woods Ex. p. Ditton [(1879) 40 LT 297 CA] ) Cotton, L.J., ....
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....ghts". In Webster's Comprehensive Dictionary, International Edition at page 28, aggrieved person is defined to mean "subjected to ill-treatment, feeling an injury or injustice. Injured, as by legal decision adversely infringing upon one's rights". In Stroud's Judicial Dictionary, 5th Edn., Vol. 1, pages 83-84, person aggrieved means "person injured or damaged in a legal sense". In Black's Law Dictionary, 6th Edn. at page 65, aggrieved has been defined to mean "having suffered loss or injury; damnified; injured" and aggrieved person has been defined to mean: "One whose legal right is invaded by an act complained of, or whose pecuniary interest is directly and adversely affected by a decree or judgment. One whose right of property may be established or divested. The word 'aggrieved' refers to a substantial grievance, a denial of some personal, pecuniary or property right, or the imposition upon a party of a burden or obligation."...... (Emphasis Supplied) 26. The communication on record dated 23.08.2023 between REPL and the First Appellant prior to the date of the impugned order dated 14.09.2023, is reproduced as hereunder as it shows that the pay....
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....Sections 74(3) r/w. Section 60(5) of the IBC, 2016 seeking reliefs pertaining to non-implementation of certain provisions of the approved Resolution Plan. The Learned Senior Counsel Mr. S.R. Rajagopal appearing for IDBI submitted that R3 and R4 did not implement Clause vii of the Approved Resolution Plan citing procedural infirmities, inter alia, in the status of preference shares forming part of the shares of LTPL held in Lanco Anpara Power Limited ("LAPL") i.e., ("REPL Sale Shares" which constitute 28.66% equity shares and 54.33% Preference Share ("LAPL CCPS") held by LTPL in LAPL). 30. The SPA dated 30.03.2012, entered into between Lanco Infratech Ltd. and Vamshi Power Ltd./ REPL /R2: "SECTION 2-EFFECTIVENESS 2.1 Effectiveness of Agreement ... come into force and effect without any further act or deed of the Parties on the date of this Agreement (hereinafter, the "Effective Date"). This Agreement shall continue to remain in full force and effect until terminated by the Parties. SECTION 3-SALE AND PURCHASE OF SHARES 3.1 It is agreed between the Parties that LITL, will sell its entire shareholding in equity and preference shares of t....
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....may be required by the Lenders; and (c) LITL getting dematerialisation of the shares, until which time the said shares would be held in trust by LITL for the VIPL, however, in the books of the Company, the name of LITL will continue as holder of these shares; and (ii) 121,72,96,000 Preference Shares held by LITL, shall be transferred to VIPL in the following manner : (a) 40,16,96,000 Preference Shares, which are free from encumbrances and are held by LITL in dematerialised form, shall be transferred to VIPL on 31st March, 2012; (b) 39,56,00,000 Preference Shares, which are free from encumbrances and are held by LITL in physical form, shall be transferred to VIPL, such that the transfer is effective inter-se LITL and VIPL as on the Effective Date. It is agreed between the Parties that such transfer shall be presented in dematerialised form for recording in the books/register of the Company upon LITL getting dematerialisation of these shares, until which time the said shares would be held in trust by LITL for VIPL, however, in the books of the Company, the name of LITL will continue as holder of these shares. (c) 42,00,00,000 Preference Shares, whi....
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....ation is paid, LITL will have a charge on the unpaid amount till the full payment and all the benefits including but not limited to Dividends, receipts from Sale of shares, Bonus shares etc., accrued and received by VIPL on account of the above said shares and any other funding received by VIPL, should be first used to pay to LITL towards unpaid consideration. In case of share purchase agreements as mentioned above as Sl. No. 10 to 15, after 2.2.2 add the following para: 2.2.2 (A) It is further agreed that, until the full consideration is paid, LITL will have a charge on the unpaid amount till the full payment and all the benefits including but not limited to Dividends, receipts from Sale of shares, Bonus shares etc., accrued and received by VIPL on account of the above said shares and any other funding received by VIPL, should be first used to pay to LITL towards unpaid consideration. It is further agreed by both the parties that except for the above additional para, all other terms and conditions, rights and obligations of the original agreements as referred above remains unaltered with same force. 3.9. The implementation of the Acquisition Pla....
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.... sale consideration of INR 20 Crores shall be utilized to reduce the IHTC Outstanding Amount." 33. It is the main case of the Respondent that the subject 42,00,00,000 CCPS falls outside the scope of the approved Acquisition Plan. It is the case of the Appellants that Clause 5.10 of the Acquisition Plan makes it clear that unearned receivables pertaining to the period prior to the initiation of the CIRP other than those specified which are realised after the approval of the Resolution Plan shall be shared equally between the First Appellant and the stakeholders. 34. Clauses 5.10 & 5.11 read as hereunder: "5.10. Any unearned revenue / receivables of the Corporate Debtor and/or any amount received on account of revenue generated prior to / during CIRP and Liquidation other than more clearly specified in Annexure IIIA and Annexure IIIB of the Process Document shall be shared between the Bidder/Corporate Debtor and Stakeholders in the ratio of 50%-50% respectively i.e. in the sharing mechanism for the recoveries to be made from Assets as per the Acquisition Plan. 5.11. Any recovery pursuant to any Application filed by the Resolution Professional or the Liquidator....
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....at the entire shareholding of the First Appellant in the Sixth Respondent Company stood transferred to the Second Respondent Company with effect from 30.03.2012, is untenable. The sum and substance of Clause 3.2(ii)(c) of the SPA is that LITL shall arrange the necessary approvals from the Lenders in whose favour such shares are pledged or Non-Disposal Undertaking is created; REPL shall accede under the terms of the financing documents as may be required by the Lenders and that LITL shall get dematerialisation of these shares, until such time, the said shares would be held in trust by LITL for REPL, however, in the books of the Company, the name of LITL shall continue as holder of these shares. 36. None of the above conditions were complied with. Therefore, it is not clear as to how the Respondents have arrived at the effective date, as we are of the considered view that the transfer of Shares could be made effective only from the actual date of the transfer through the Share Certificates and Share Transfer Forms. Clause 3.1(c) of the Amendment to the SPA dated 01.04.2012 provides that, until the full consideration is paid, LITL will have the charge on the unpaid account till the....
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....deferred. In the meantime, IDBI approached the Adjudicating Authority and filed the Impugned IA. 38. For better understanding of the facts regarding this issue, the Minutes of the 3rd Meeting of the Monitoring Committee held on 06/04/2023 is detailed as hereunder: (Emphasis Supplied) 39. Having gone through the material on record and hearing the parties at length, at the cost of repetition, we are of the considered view that the Impugned Order dated 13.09.2023 be set aside for the following reasons: i. I.A.816/2023 was filed in the CIRP of REPL/the Second Respondent, to which the Appellants were not parties. On 26.04.2021, the Adjudicating Authority approved the Resolution Plan submitted by iLabs Hyderabad Technology Centre Private Limited/Respondent No. 3 (IHTL) and 50 Hertz Energy Private Limited/Respondent No. 4. In the Resolution Plan of REPL/R-2. The relevant portion is extracted hereunder: "IHTC agrees to cause the Company to sell its entire shareholding (equity and CCPS) in Lanco Anpara Power Limited (LAPL) to successful bidder nominated by IDBI Bank Limited, who is the lead financial institution for CDR lenders of Lanco Infratech Limited for a con....
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.... per Sec. 2(a)(3) of the Securities Act of 1933, 'the term "sale" or "sell" shall include every contract of sale or disposition of a security or interest in a security, for value. iii. During the sale of the Appellant as a `going concern' to the Second Appellant Company on an `as is where is basis', and on an `as is what is basis', under the Liquidation Procedure, the subject 42,00,00,000 CCPS of Lanco Anpara were not executed by the Liquidator. The Acquisition Plan includes Assets and actionable claims covered under the Plan, exclusions namely avoidance Petitions filed by the Liquidator, and other unearned `revenue'/`receivables for any amount received on account of the Revenue generated prior to/from CIRP and Liquidation other than those specified in the annexures. Clause 5.10 of the Acquisition Plan speaks about the unearned `revenue'/`receivables of the Corporate Debtor and or any amount received on account of the revenue generated which would be shared between the bidder/Corporate Debtor and the Stakeholders under the ratio of 50% in the sharing mechanism for the recovery is to be made from the Asset as per the Acquisition Plan. It is the case of the Learned Sr. Couns....
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.... advantage of Section 60(5). In the instant case, when the title of the subject CCPS was still in the name of the First Appellant, there was communication exchanged between the parties regarding this issue, the Monitoring Committee had discussed the issue of obtaining legal opinion in its meetings and the same was pending, the question whether the subject CCPS was part of the Acquisition Plan is disputed, the directions given to the Liquidator in IA No. 816/2023 filed in CP(IB) No. 519/7/HDB/2018, pertaining to the CIRP of REPL, to assist in the transfer of the Shares, is unjustified. The conduct of the Respondents in effecting the transfer of the CCPS during pendency of the Appeal, when the matter was still being heard, is not appreciated. vii. The Appellants have been held to be `aggrieved parties' in the aforenoted paras 23 to 28 and for the foregoing reasons, we are of the view that the Appellants have locus to maintain this Appeal. 40. For all the foregoing reasons, this Appeal is allowed. The Impugned Order passed by the Adjudicating Authority is set aside and any actions taken by the Respondents during the pendency of the Appeal are rendered otiose. All pending I....
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.... NOTICE is hereby given that the seventh meeting of the monitoring committee constituted pursuant to the acquisition plan for Lanco Infratech Limited approved by the Hon'ble National Company Law Tribunal, Hyderabad (Hon'ble NCLT), vide its order dated September 26, 2022 in IA(IBC) 561/2021 in CP (IB) NO, 111/7/HDB/2017 (Acquisition Plan) will be held on Friday, the 23rd June 2023 at 06:00 PM at corporate office - Plot No 305, Highway Towers, NH - 5. Tadepalli, Guntur - 522 501, Andhra Pradesh, India through video conference to transact the business as specified in the enclosed agenda ("Agenda") You are requested to kindly make it convenient to attend the meeting. The video link for the meeting shall be shared at least 4 hours before the time fixed for the meeting. Ch. Mallikarjuna Rao Member - Monitoring Committee Date: 22nd June 2023 Place: Guntur Enclosed: • List of Persons to whom the Notices have been sent. Agenda for the Meeting. Document 3 Notice along with the all enclosures sent to: Monitoring Committee Members 1. Shri. Arvind Bansal 2. Smt. Dasari Prasanna Lakshmi 3. Shri. M. Kondaiah 4. Shri. Ch....
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....ivate Limited Company. Appointment of Mr. Penumuchu Manoj Kumar (DIN # 09499961) as Director of M/s. Lanco Infratech Limited. Appointment of Mr. Balneedi Uma Mahesh (DIN # 09499960) as Director of M/s. Lanco Infratech Limited. Appointment of Mr. Mukkamala Nagarjuna (DIN # 10198950) as Director of M/s. Lanco Infratech Limited. Appointment of Company Secretary for Transfer of M/s. Lanco Anpara Power 14. Limited's Compulsory Convertible Preference Shares (CCPS) in favour of successful bidder nominated by IDBI Bank. Document 510/13/23, 11:37 PM LANCO Always Inspiring Lanco Anpara Power - CCPS - Reg Lanco Group Mail - Lanco Anpara Power - CCPS - Reg Manoj Kumar Penumuchu To: [email protected] Dear Sir, Manoj Kumar Penumuchu Annexure 58 Thu, Aug 24, 2023 at 8:29 AM This has reference to your email dated 13th June 2023 regarding the CCPS of Lanco Anpara Power Limited. Please find attached a letter responding to your email. Thanks & Best Regards P Manoj Kumar Director Letter to REPL dated 23 Aug 2023.pdf 127K Document 6 Ref: LITL/REPL/2023-24/001 LANCO Always Inspiring Date: 23 August 2023 To M/s. Ramanagaram Enterprises ....
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....shares of LAPL is not possible, because the entice consideration as agreed is not yet received by LITL and also there is no indication on this pending payment in your email dated 13 June 2022. It is also important to note that, around 40% of the agreed consideration is yet to be received even after ten (10) years from the date of the agreement i.e. 30 March 2012, which demands an interest rate of 18% per year, compounded annually. Document 7 With this background, we would like to issue a notice to inform us, by when we can expect the pending consideration of Rs. 485,37,60,000/- with interest of 18% per year, compounded annually in the next 30 days on priority. In an event of non-payment of pending consideration along with interest in the next 30 days, the above mentioned agreement shall be treated as null and void as per the Securities Act. Hence, we request you to pay the pending consideration along with interest as stated above on priority or transfer back the Equity & Preference Shares that are already transferred by LITL to REPL, as it violates Securities Act. Looking forward to your response. Thanking you Yours truly For Lanco Infrat....