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2022 (3) TMI 1411 - Tri - Companies LawOppression and Mismanagement - stance of the Petitioner is that there was a gross and deliberate undervaluation of the pledged shares - Sections 241 and 242 of the Companies Act, 2013 - HELD THAT:- It.is seen that AAPICO came in as a Joint Venture partner at SGAH level and has contributed both in equity and loan and that as already stated supra, 49.99% equity in SGAH was given to AAPICO, and ABT UK held 50.01% and ABT continued to hold the controlling interest. Hence, ABT continued to be the ultimate holding company of the automotive group. However, in respect of loan funds given by AAPICO, ABT UK's 50.01% shareholding in SGAH was pledged to AAPICO - there are force in the arguments advanced by the Learned Counsel for the Petitioner that the fact whether AAPICO is entitled to control of SGAH itself is in issue in UK pending adjudication. Pending the UK proceedings, AAPICO has secured an award from Singapore Arbitration Tribunal holding that AAPICO is entitled to 3/4" representation in the Board of SACL on the basis that AAPICO currently has majority in SGAH even though the same is disputed in UK Court - Also, as per Section 48 of the Arbitration and Conciliation Act, 1996 a Foreign Award cannot be enforced until the Hon'ble High Court of Madras pass an order to that effect. It was also brought to our knowledge that AOP No. 296 of 2021 is pending adjudication before the Hon'ble High Court of Madras. The Petitioner has made out a prima facie case for this Tribunal to pass an order of interim relief and also the balance of convenience lies in favour of the Petitioner. In view of the fact that the proceedings before the UK is pending as to whether the AAPICO was right in invoking the pledge and claim control of SGAH and also that the Arbitral Award is yet to be enforced by the Hon'ble High Court of Madras, the respondents are permitted to file counter in the main Company Petition within a period of 3 weeks from the date of this order and the Petitioner is also permitted to file rejoinder if any, within a period of 2 weeks thereafter.
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