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TMI Blog2015 (3) TMI 371X X X X Extracts X X X X X X X X Extracts X X X X ..... account of the quashing of the 2G licenses by the Hon'ble Supreme Court; (ii) Dysfunctional Board of Directors owing to the withdrawal of Directors nominated by Respondent No.2 Majestic Infracon Pvt. Ltd.; (iii) The Respondent No.1 Company is insolvent as its liabilities far exceed its assets and it cannot pay its dues as and when they arise. 2. The Company Petition is taken up for final hearing. 3. Briefly set out hereinbelow, are the facts which have led to the filing of the above Company Petition and the orders passed by this Court thereon after the filing of the Petition. 3.1 The Petitioner - Etisalat Mauritius Ltd. (EML) is a Company incorporated under the laws relating to Companies of Mauritius. The Petitioner is a 100 per cent subsidiary of Emirates Telecommunications Corporation ("Etisalat"), a Public Listed Corporation, incorporated in the United Arab Emirates (UAE). Etisalat is 60 per cent owned by the Federal Government of UAE and 40 per cent owned by UAE national individuals. Etisalat is an International Telecommunications Operator and currently has operations in 18 countries and services over 140 million subscribers across its network. 3.2 The first Respondent - ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... /terminated as they had fulfilled all legal obligations and due procedure. Warranties were also made by Respondent No. 2 as to their expertise in the field of telecom. 3.9 Based on the above representations and warranties, on 23rd September, 2008, Shareholders Agreement and Share Subscription Agreement were entered into between the Company, Respondent No.2Majestic, the Petitioner, Genex, Shahid Balwa and Vinod Goenka. Pursuant thereto on 17th December, 2008, the Petitioner subscribed to 11,29,94,228 shares of the Company by investing an amount of Rs. 3228.44 crores. At about the same time, Genex subscribed to 1,33,17,245 shares of Respondent No. 1. As a result of this investment, the shareholding structure of the Company was as under: Respondent No.2/Majestic Respondent No.2/Majestic 45.73% Petitioner-EML 44.73% Respondent No. 3 - Delphi 4.27% Respondent no. 4 - Genex 5.27% Total 100% 100% According to the Petitioner, their capital contribution was, inter alia, used by the Company to repay the bank loans which funded the acquisition of the 2G licenses. 3.10 On 17th December, 2008, a Management Services Agreement was entered into between the Company and Etisalat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd April, 2011, the CBI filed a charge-sheet before the Special CBI Judge, inter alia, against the then Minister of Telecommunications - A. Raja, the Company, Balwa and Goenka. On 25th April, 2011, a supplementary charge-sheet was filed by CBI setting out details of the amounts in the nature of illegal gratification channeled by M/s. Dynamix Realty, a Group Company of the DB Group of Companies (of which Respondent No.2Majestic is a part and Balwa and Goenka the principal shareholders and promoters) in return for preferential allotment of 2G licenses to the Company. According to the Petitioner the CBI charge-sheet alleges that the Company (Swan) was a Reliance Anil Dhirubhai Ambani Group ('RADAG') entity. Under the extant Telecom Policy, RADAG was ineligible to apply for or obtain UASLs as it held licenses in RCOM. Swan was used by RADAG to mask the identity of the promoter (then RADAG) while applying for 2G licenses. On a change in the Telecom Policy permitting dual technology (GSM + CDMA), RADAG sold Swan to Balwa and Goenka. According to the Petitioner, the CBI charge-sheet describes how Balwa and Goenka, whose DB Group had no telecom experience, then entered into a criminal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he 2G licenses, inter alia, allotted to the Company. In its said judgment, the Hon'ble Supreme Court recorded findings of conspiracy between the then Minister of Communications and certain applicants for licenses which were real estate companies having no prior experience in dealing with telecom services and who had made their applications only one day before the cutoff date fixed by the Minister on his own. The only real estate companies who were granted 2G licenses in 2008 were the Company and the Unitech Group. The Hon'ble Supreme Court in its judgment further recorded that Respondent No. 1 was one of the successful applicants which had offloaded their stakes for thousands of crores in the name of infusion of equity. The Hon'ble Supreme Court also imposed costs of Rs. 5 crores each, only on three of the licensee companies whose licenses had been cancelled by the said judgment which included the Company. The said judgment was made operative by the Hon'ble Supreme Court after four months from the date of pronouncement. 3.19 At the meeting of the Board of Directors of the Company held on 19th February, 2012, the management of the Company was directed to submit a complete plan for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Petitioner has pointed out that none of the Directors or employees associated with the Respondent No. 2Majestic were named in these complaints, clearly indicating that Respondent No. 2Majestic orchestrated/instigated such complaints. In fact, on 3rd April, 2012, Pratap Ghose, a secondee of the Petitioner to the Company was detained at the Mumbai International Airport on account of a lookout notice issued pursuant to the criminal complaints filed by the Channel Partners. 3.26 On 3rd April, 2012, the Hon'ble Supreme Court rejected the Review Petition filed by Respondent No. 1 for review of the judgment dated 2nd February, 2012, quashing the 2G licenses. 3.27 On 11th April, 2012, this Court in the above Company Petition granted time to the creditors/claimants of the Company to file their respective affidavits before this Court, setting out the particulars of their claim against the Company on or before 16th April, 2012 and also directed that until further orders the Company shall not make any payments to any of the creditors/claimants of the Company without obtaining prior permission of the Court. 3.28 On 13th April, 2012, in an application filed by Citi Bank, a creditor of the C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the Income Tax Act, 1961, attaching the telecom license fees deposited by the Company with the DOT. On 16th January, 2013, DoT issued a notice to the Company imposing penalty of Rs. 650 crores. On 8th February, 2013, DoT once again wrote a letter to the Company stating that it will not refund the license fees. 3.34 In the meantime, the Authorized Person from time to time heard the nominees of the Petitioner as well as Respondent No.2Majestic and/or the creditors of the Petitioner and has submitted several reports before this Court and obtained orders on the same regarding termination of 212 out of 286 employees (i.e. 74 per cent of the employees) on the rolls of the Company; making payments for the premium of insurance policies taken by the Company; seeking payment of employees' salaries and other dues; recommending payment/renewal of Bank Guarantees; recommending to vacate property/office premises in occupation of the Company; retaining M/s. Luthra & Luthra as Advocates for the 2G matter; recommending sale of furniture, seeking sanction as regards payment for various ongoing services; recommending return of licensed premises; recommending payment to Channel Partners, etc. The A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ims amounting to Rs. 1679 crores against the Company as on 23rd February, 2012 and who have on 31st January, 2012, switched off the telecom network of the Company and disabled access to their passive telecom infrastructure to the Company had, through their Counsel at the stage of admission of the Petition, submitted that they do not support the present Winding Up Petition filed by the Petitioner. However now, when the Petition is being heard finally they have remained absent and therefore no submissions are made before this Court. 4. This Court after hearing arguments for admission over several days of the above Company Petition, and after considering the voluminous written submissions tendered, by its order and judgment dated 18th November 2013, admitted the above Company Petition wherein detailed reasoned findings on the relevant aspects of the matter that were before the Court at the stage of admission have been recorded ("order of Admission"). By the said order of admission, the Company Petition was made returnable on 18th December, 2013, and directed to be advertised. Pending the hearing and final disposal of the Petition, the Authorised Person appointed by the Court by an or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n up for hearing and final disposal. 9. The Learned Counsel appearing for the Respondent No.2, after making detailed submissions on certain aspects which had arisen after the order of admission and during the pendency of the said Appeal and on aspects pertaining to which the Appeal Court had observed that the same would be considered in greater detail at the hearing of the Petition, once again started reading and repeating what was set out by the Respondent No.2 in the written submissions which were submitted in three volumes and already argued upon in great detail at the stage of admission, the findings pertaining to which have been set out in the order of admission and also upheld by the Hon'ble Appeal Court in its detailed order and findings. This Court therefore informed the Counsel for the Respondent No.2 that the question of him again advancing the same arguments which have been dealt with and decided in the order of admission, and in respect of which there are no change of circumstances, does not arise. The Respondent No. 2 has in its written submissions at the outset now submitted as follows: "The Respondent No.2 submits that in deference of the oral directions of thi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he admission order dated 30th July, 2013, have remained the same till date and do not call for any different findings at this stage than those arrived at during the stage of admission. I therefore once again confirm all the findings arrived at by this Court in the admission order dated 30th July, 2013." In the instant case since the facts and circumstances on the basis of which the order of admission was passed have remained the same till date, no different findings from those already arrived at, at the stage of admission are called for. Accordingly I confirm all the findings arrived at in the order of admission. 11. However, for a convenient reading of the present judgment and order, I will hereinafter mention and reproduce in verbatim the arguments advanced by the parties on several issues and the findings recorded by me in the order of admission, and which, as stated hereinabove, hereby stand confirmed by me. LOSS OF SUBSTRATUM 12. As set out herein and in the order of admission, one of the main contentions of the Petitioner is that the Company has lost its substratum. The said contention is denied/disputed by the Respondent No.2. The contentions of the parties and the finding ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vt. Ltd. v. Raghunath Prasad Jhunjhunwalla and another (1976)3 SCC 259, paras 34 to 36, page 271 (ii) M/s. Madhusudan Gordhandas & Co. vs. Madhu Woollen Industries Pvt. Ltd.1971 (3) SCC 632, page 641, para 29 (iii) In re. The Cine Industries & Recording Co. Ltd. 1941 Bom. L.R. (54) 387, page no. 394 (iv) In Re Kitson & Co. Ltd. (1946) 1 All ER 435, 175 LT 25, page Nos. 4 and 5 (v) In re Taldua Rubber Co. Ltd. (1946) 2 All ER 763, page Nos. 1, 4 to 6 (vi) In Galbraith v. Merito Shipping Co. 1947 SC 446, page Nos. 5 to 7 and (vii) In Vassant Holiday Homes Pvt. Ltd. and ors. Vs. Madan V. Prabhu. 2001 (3) BomCR 493, paras 31 and 32, 41 to 44 It is submitted that though in the present case, as stated hereinabove, it is possible for the Company to carry on the business stipulated in its charter, the principal barrier in achieving this is the conduct of the Petitioner. The Petitioner cannot be allowed to take advantage of its own conduct to frustrate the possibility of the Company carrying on business as prescribed by its Memorandum of Association. It is therefore submitted that there is no loss of substratum so as to justify the admission of the Petition under Section 433 (f) of the Act. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd presently does not hold any 2G license or spectrum. Respondent No.2Majestic did move this Court seeking directions against the Company to bid for the fresh auctions of the 2G licenses and spectrum. As set out hereinabove, this Court as well as the Hon'ble Division Bench of this Court dismissed the applications, inter alia, on the ground that the DRT, Mumbai, on an application made by the SCB has appointed a Receiver in respect of all the movable and immovable assets of the Company and also on the grounds that the management of the Company was in disarray and that the Company evidently does not have sufficient resources to enter into contractual commitments. 3.5 The Respondent No. 2Majestic has sought to oppose the submission of the Petitioner that the Company has lost its substratum and deserves to be wound up, on the ground that there is viable business opportunity which can be exploited by utilizing the NLD, ILD and ISP licenses held by the Company. As correctly submitted by the Petitioner, the intent and object of the parties at the time of the Petitioner's investment in the Company to the tune of Rs. 3228.44 crores (which was by 25th May, 2010 increased to Rs. 3545.09 crore ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itted before this Court that Respondent No.2Majestic is in a position to place a revival scheme before the Court on the basis that the Company can be revived even without receiving the funds due to the Company which are held up with the telecom authorities and/or other Banks. In view thereof, without prejudice to the rights and contentions of the parties and without going into the issue as to whether the Company was capable of being revived, an opportunity was given to the Respondent No.2Majestic to place its revival scheme before this Court on or before 30th November, 2012 and forward copies of the same to the Advocate for the Petitioner and the Advocates appearing for some of the creditors of the Company. 3.7 The purported scheme was thereafter served on the Petitioner by the Advocate for Respondent No.2Majestic on 5th December, 2012. The purported scheme is necessarily founded on the Petitioner withdrawing the present Company Petition and the Petitioner selling its shares to Respondent No.2Majestic. The scheme, as correctly pointed out by the Petitioner, is so designed so as to conceal material data and to obviate objections from the other interested parties. It is impossible t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany is not revived, it will undergo liquidation. Such infusion of capital will necessarily require the consent of the Petitioner and the Petitioner is correct in submitting that it is not agreeable to any such capital infusion by unknown third party investors. 3.9 Again, the decision in respect of the Company to undertake any new venture has to be jointly made by the principal shareholders of the Company viz. the Petitioner and Respondent No.2Majestic. As correctly submitted by the Petitioner, apart from the impossibility of working with Respondent No.2Majestic, the Petitioner cannot be lawfully compelled to participate in a venture which is fundamentally different to that for which it invested in the Company. Under the Shareholders Agreement and the Share Subscription Agreement, the Petitioner can assert its affirmative voting rights against commencement of new businesses and therefore it is not open to Respondent No.2Majestic to unilaterally commence a business solely on NLD/ILD/ISP licenses. The Petitioner has made it clear that it does not intend the Company to pursue this enterprise which poses additional risks and mounting liabilities for the Company, further worsening its ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Respondent No.2Majestic has therefore miserably failed to establish that it is possible for the Company to carry on the business stipulated in its charter, and the principal barrier to achieving this is the conduct of the Petitioner. In view of the facts and circumstances set out herein, the decisions relied on by the Respondent No.2Majestic also do not lend any assistance to the Respondent No.2Majestic. However it is necessary to clarify that a genuine comprehensive scheme which is in the interest of the Company, its shareholders and creditors can always be placed before the Court for its consideration i.e. even after the admission of the Company Petition. 12.1 On the issue of loss of substratum, the order of the Appeal Court inter alia observes that the Unified Access Services Licenses ("UASLs") were the most valuable assets of the Company and that the commercial existence of the Company depended on UASLs. It is also observed that the UASLs were undoubtedly the basis on which the Petitioner was persuaded to invest a sum of Rs. 3,500 crores in the Company (paragraph 34). The Appeal Court also observed that the indebtedness of the Company as on 8th April, 2014, is over Rs. 4,500/ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 03,830/including interest amounting to Rs. 7,10,810/for short deduction of tax and determining short deduction of Rs. 14,061,480/in respect of the 4th quarter of the Financial Year of 200809 resulting in a demand of Rs. 1,84,93,840/including interest amounting to Rs. 44,28,800/for short payment and for long deposit of tax. The Company preferred an appeal against the said order of the Assessing Officer. - The Company received a notice issued by the Income Tax Department under sections 143 (1) and a show cause notice under section 271 (1) (b) of IT Act and Income Tax Assessment proceedings relating to the Company which are in progress. - Order dated 10.01.2013 under Section 281B of the Income Tax Act 1961 issued by the Additional CIT Mumbai attaching the telecom license fees deposited by Respondent No. 1 Company with the DOT. - Notice of Demand issued by the Income Tax Department under Section 156 of the IT Act of an amount of Rs. 467,00,39,738/( Rupees Four Hundred Sixty Seven Crores Thirty Nine Thousand Seven Hundred and Thirty Eight only) which was demanded from the Company on account of income tax for A.Y. 200708. - Appeal filed by the Company under Section 246A of IT Act in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... again in complete agreement with the Petitioner that the substratum of the Company has eroded and is destroyed, and the Company is liable to be wound up on this ground. COMPLETE LACK OF PROBITY, LOSS OF FAITH AND BREAKDOWN OF RELATIONS: 13. As set out in paragraph 4 of the order of admission, I am also convinced that the facts set out in paragraph 2 above demonstrates a complete lack of probity, loss of faith and a complete breakdown of relations between the principal shareholders of the Company. Paragraph 4 of the order of admission is therefore reproduced hereunder. "4. The facts set out in paragraph 2 above also establish a complete breakdown of relations between the principal shareholders of the Company. The relationship between the principal shareholders of the Company being the Petitioner and Respondent No. 2Majestic has irretrievably broken down on account of the fact that the reputation of the Company has been destroyed by the CBI proceedings (conducted under the supervision of the Hon'ble Supreme Court), in which Balwa and Goenka stand accused of being party to and benefitting from the illegal actions on the part of the ExMinister of Communications. As submitted by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ter the filing of the present Company Petition. In fact, the employees seconded by the Petitioner to the Company and the Directors nominated by the Petitioner are subjected to criminal proceedings initiated by the Channel Partners of the Company. It appears that the Petitioner is correct in believing that these proceedings have been brought at the behest of Respondent No. 2Majestic as the complaints filed have selectively targeted only persons associated with the Petitioner and conveniently excluded everyone connected through Respondent No.2Majestic. 4.5 The above facts demonstrate complete lack of probity and total loss of faith between the major shareholders of the Company and contribute in proving the loss of substratum and the fact that the Company is incapable of functioning. If such a failed joint venture is allowed to continue, in my view, the slim chances that prevail as on date to protect some of the assets of the Company and not to leave its creditors and skeletal staff high and dry, would also be lost. 13.1. The Hon'ble Appeal Court too has, in the order of Appeal, inter alia observed that considering all that has transpired, it cannot be said that the Petitioner&# ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd Abnash Kaur v. Lord Krishna Sugar Mills and others 9 (1972) 2 Del 413 pages 452 and 454 It is further submitted on behalf of Respondent No.2Majestic that from the above judgments and in particular, the Judgment of the Hon'ble Supreme Court in Hind Overseas Pvt. Ltd., it is clear that deadlock alone is not sufficient for winding up of a Company on a just and equitable ground. The deadlock must arise from actions which constitute a lack of probity. The deadlock must be of such a nature that there is no hope or possibility of smooth and effective continuance of the Company as a commercial concern. 5.1 As set out in the earlier paragraphs of this order, Respondent No.2Majestic has withdrawn its two Nominee Directors from the Board of Directors of the Company without nominating replacements. Out of the remaining Directors, two are foreign nationals. A meeting of the Board of Directors could not be convened thereafter as it is stipulated under the FDI Scheme that Telecom Companies must have a majority of Indian citizens on its Board of Directors. The Petitioner has correctly submitted that the provision in the Shareholders Agreement pertaining to the deadlock mechanism apply in a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... M/s. Madhusudan Gordhandas & Co. (Supra) wherein the Hon'ble Supreme Court has held that a petition presented with an improper motive or without a legitimate motive ought not to be entertained by a Court, the Respondent No.2 has submitted that the conduct of the Petitioner is unfair and dubious. Respondent No. 2 in support of this contention first submitted that the Petitioner has acted in collusion with the Standard Chartered Bank ("SCB") and the Citi Bank N.A. (Citi Bank). This Court has in clauses 6.1.1 to 6.1.15 of the order of admission recorded and dealt with all the allegations made by the Respondent No. 2 qua SCB - Citi Bank and has reached a finding that there is no collusion between the Petitioner with SCB and/or Citi Bank as alleged or at all and that Respondent No. 2 has failed to establish that the conduct of the Petitioner is unfair or dubious. The relevant paragraphs dealing with the said allegations against SCB and Citi Bank and the findings of the Court thereon, as recorded in the order of admission are reproduced hereunder: " 6.1.1 The Petitioner has acted in collusion with Standard Chartered Bank (SCB) and Citi Bank N.A. (Citi Bank). It is submitted on behalf of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y collusion between the Petitioner and SCB. This allegation is therefore a complete afterthought. It is submitted that various Board Resolutions dated 15th June, 2009, 15th September, 2009, 31st August, 2010 were passed on the drawdown of the SCB with the consent of Balwa and Goenka who were the Managing Director and Director of the Company at the relevant time. It is submitted that in fact it is Balwa who has colluded with the PNB and Reliance and other entities in which he had financial interests like the DB Group of Companies and Techniplex. It is submitted that the affidavit filed by Shri Gyanendra Upadhyay is not admissible and cannot and does not form part of the record of this Court, as more particularly set out inter alia in the affidavits filed by the Petitioner dated 21st July, 2012, 30th April, 2012, Report Nos. 29 and 30 of the Authorized Person and this Court's order dated 22nd July, 2013 and also the CBI charge-sheet. The documents annexed to Upadhyay's affidavit are not only stolen documents but are also privileged and confidential documents as envisaged under Sections 126 and 129 of the Indian Evidence Act. In this regard, the Learned Advocate appearing on behalf of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... int Venture. In any event, Balwa also agreed to utilize the SCB funds in the purchase of telecom equipment. In fact, Respondent No.2Majestic in the Company Petition filed before the CLB accused the Petitioner of not providing a comfort letter to Tech Mahindra. It is submitted on behalf of the Petitioner that without the letter of comfort, the SCB loan would not have been made available on the terms it was made available. The Petitioner has therefore submitted that the allegation that the Petitioner had intention of favouring the said Banks is baseless, untenable and selfcontradictory. It is submitted that if the Petitioner had any intention of favouring the said Banks, it would have got the Company to repay the loan in priority instead of filing the present Petition and seeking the intervention of this Court to ensure due payment of all proven creditors on a fair and equitable basis. It is submitted that it is absurd to insinuate that the Petitioner would allegedly for the benefit of certain creditors jeopardize more than Rs. 3544 crores of its own investment in the Company. 6.1.5 The SCB has also denied and disputed the allegations of collusion advanced by Respondent No.2Majestic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . Pratap Ghosh, CFO of the Company. In fact, the said balance sheet significantly is found annexed to the affidavit of Respondent No.2Majestic dated 11th April, 2012. It is further submitted on behalf of the SCB that the unaudited balance sheet of the Company for the year ending March, 2012 which has been prepared and submitted along with the IT Returns of the Company for the Assessment Year 20122013 also reflects an admission of liability by the Company to SCB in the sum of Rs. 1448.5 crores approximately as on 31st March, 2012. It is therefore submitted that it is undeniable that SCB is a secured creditor of the Company and the Company is indebted to SCB in the sum in excess of approximately Rs. 1450 crores as on 31st March, 2012. 6.1.6 The SCB has further submitted that in order to recover its amounts, it issued a recall notice on 4th April, 2012 to the Company and thereafter on 10th April, 2012, filed proceedings before the DRT at Mumbai being Original Application No. 61 of 2012 for recovery of its dues. On 16th April, 2012, the DRT passed various interim orders and directions in the said interim Application taken out by SCB. Pursuant to and in compliance with the order of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ival scheme, whereunder the said scheme has been vehemently opposed to, to which the Respondent No.2Majestic has no valid and substantial defense. SCB therefore submitted that the allegation advanced on behalf of the Petitioner that the SCB and the Petitioner have acted in collusion is baseless, untenable and deserves to be forthwith rejected. 6.1.10 The allegations made by Respondent No.2Majestic that the Petitioner and Citibank have acted in collusion with each other are also vehemently denied by the Petitioner as well as Citi Bank. The details of the loans availed of by the Company from Citibank and their outstanding amounts thereunder have been set out in detail in Citibank's Affidavit dated 16th April, 2012 wherein it is pointed out by Citibank that the Company for the purpose of carrying on its business had availed from Citibank (i) unsecured working capital credit facilities upto an amount of Rs. 333,60,00,000 (BG Facility); and (ii) unsecured working capital credit facilities upto an amount of Rs. 550,00,00,000/( LC Facility). As regards the BG Facility availed by the Company from Citibank, the Board of Directors of the Company on 25th May, 2010 passed a Resolution, inter ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Company to fund the same to Citibank immediately. However, the Company wrongly failed and neglected to arrange reimbursement/funding to Citibank. Citibank is therefore entitled to recover the said amount of Rs. 154, 48, 35,531/together with applicable interest from the Company. 6.1.11 For the purpose of availing the LC Facility, the Board of Directors of the Company on 31st August, 2010, resolved to avail the LC Facility upto USD 122 Million. Under the said LC Facility, at the request of the Company, Citibank issued six Letters of Credit in favour of the beneficiaries named therein, in respect of the network equipment provided by the said beneficiaries to the Company for implementation of 2G network. Under the said Letters of Credit, Citibank N.A. China (Citi China) was nominated as the Negotiating Bank, while Citibank N.A. Bahrain (Citi Bahrain) was nominated as Reimbursing Bank. The maturity date of the said Letters of Credit was 31st May, 2012. 6.1.12 Thereupon, the beneficiaries of the LCs negotiated documents under the LCs to Citi China. Citi China advised Citibank (the LC Opening Bank) of certain discrepancies in the documents submitted under the LCs. Citibank brought t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... loan facilities granted by Citibank and is bound to repay the dues. Having availed of the loan facilities, Respondent No.2Majestic (as a shareholder of the Company) cannot dispute the Company's liability to Citibank. In fact, in the present Petition, Respondent No.2Majestic is completely silent about the aforesaid huge liability of the Company towards Citibank and therefore is attempting to unnecessarily divert the attention of this Court to issues which are devoid of any merit. The Citibank has vehemently denied the allegation of Respondent No.2Majestic that the Petitioner has purportedly given a preference to Citibank over other Banks and has also denied and disputed the allegation of purported collusion between the Petitioner and Citibank in filing the Petition. 6.1.14 It is further submitted on behalf of the Citibank that though Respondent No.2Majestic proposed a purported scheme of revival of the Company, the said scheme was vague, without any substance, unreasonable, unfair, lacking transparency and did not protect the rights/interests of creditors. Further it is not in dispute that there is total loss of mutual confidence and trust amongst the shareholders of the Company, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... assets and properties of the Company. In view thereof and in view of the aforestated submissions advanced by the Petitioner and the Banks, it is clear that there is no collusion between the Petitioner with SCB and/or Citibank as alleged or at all and amongst others, the allegations that the said Banks were preferred by the Petitioner over other Banks or that the Petitioner did not get the Company represented before the DRT, Mumbai, through an Advocate on 16th April, 2012, with an intention to help the SCB to obtain orders against the Company are untenable and baseless and cannot be accepted and hence rejected. Respondent No.2Majestic have therefore also failed to establish that the conduct of the Petitioner is unfair or dubious.": 15.1 The Hon'ble Appeal Court has also declined to accept the allegations advanced on behalf of Respondent No.2, that: (i) the Petitioner has acted in collusion with SCB and Citi Bank, as is clear amongst others from paragraph Nos. 136 and 138 at pages 96 and 97 of the order of the Appeal Court. (ii) the Company suffered losses and failed to effectively commence its business due to the alleged unilateral and secret conduct of the Petitioner. 15.2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... secret illegal decisions through the Board of the Company which is controlled by the Etisalat Group without knowledge, intimation or even consent of the Respondent No.2Majestic and/or its representatives. The secondees deputed by the Petitioner/Etisalat Group incurred unnecessary expenses on account of the Company by frequently travelling to the U.A.E. over the weekends and also on week days and thereby not being available to efficiently run the day to day affairs of the Company. It is submitted that the Petitioner also failed to obtain F.I.P.B. approval to increase its shareholding and the Petitioner also failed to bring in call money as agreed under the Shareholders Agreement. The Petitioner failed to utilize the sanctioned loan of Rs. 6700 crores. The Petitioner procured equipments at a very high cost. They failed to implement the business plan and launch the services despite repeated follow up. The Petitioner called for meetings contrary to the Shareholders Agreement and incorrectly recorded minutes of various Board Meetings. In view of this conduct, the Etisalat Group failed to ensure the launch of the telecom services as per the business plan and led the Company into a situat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company shares; (iv) To act in relation to loans; (v) To sign the Company's balancesheet; (vi) To sign Director's report; (vii) To execute POA in favour of signatories authorized to represent the Company before the Government; and (viii) To execute documents relating to 3G auction. Balwa was the sole person in charge of negotiating with the Reliance Companies which Companies were responsible for the passive telecom infrastructure. Balwa cited his strong business relation with Reliance to take on the responsibility to deal with them personally. Balwa and Goenka entered into various contracts on behalf of the Company without disclosing their interests in those Companies viz. Reliance, EON and Techniplex. Shri Ahmed Salahuddin who was appointed as Director of the Company was not an employee of Etisalat but was introduced to Etisalat by Balwa. Mr. Salahuddin was also personally known to Goenka. Contrary to the Respondent No.2Majestic's allegation that the Petitioner's Nominee Directors were also given Board authority to negotiate/execute contracts, Mr. Al Haddad was not given any such power on any occasion and Mr. Julfar was given limited authorization by the Board on only one oc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... down the network was read out and approved by Respondent No.2Majestic. These allegations have been made as an afterthought to the suit for damages filed by the Petitioner. The decision to shut down the network was unanimous. It is submitted that the secondees travelled to and from the UAE at their own expenses and not at the expense of the Company. The travel cost of Etisalat secondees to the Company were never paid by the Company. As regards the allegation that the Petitioner failed to obtain F.I.P.B. approval to increase its shareholding, it is submitted by the Petitioner that the said allegation is false and is denied. The Company was responsible for filing the application for FIPB approval. The FIPB refused to give its approval to the purchase by Etisalat of Genex's shares largely because of the reputation and links of Balwa, as admitted by Balwa in his letter dated 23rd December, 2010. Genex was presented to Etisalat by Balwa. Etisalat had no previous involvement with Genex. As far as the Petitioner is concerned, the relationship with Genex has thus always been at arm's length and on a purely commercial basis. 6.2.2. As regards the allegation that the Petitioner failed to br ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dated 15th September, 2009 and the Board Resolution dated 25th May, 2010 clearly indicate that all Banks were being contemplated for a loan facility to fund further purchase of spectrum/licenses and that the ICICI loan was on terms equally favorable/unfavorable as others. 6.2.4 As regards the allegation that the Etisalat Group procured network equipment at a very high cost as compared to what was paid by other Indian Telecom operators, it is submitted by the Petitioner that the equipment was purchased by the Company at the best possible price. Balwa and Jhamb tried to renegotiate but to no effect. Balwa despite having no experience in this field made an unsubstantiated claim as to the high price of the equipment. The Respondent No.2Majestic has also not produced any evidence of the equipment being overpriced. Later on negotiations with vendors by Jhamb and Balwa resulted in acceptance of the initial price with minor changes to volume and the Board unanimously accepted the same. In fact, Balwa cancelled the purchase of the Company's own micro wave equipment and purchased the same from Reliance. Balwa ensured that only he and Ms. Suvarna were involved in concluding the Passive ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... orestated allegations advanced by the Respondent No.2Majestic and the answers given thereto by the Petitioners and the perusal of the documents relied upon by the Parties, it is clear that it cannot be held that it was only the Petitioner who was in charge of the day to day affairs of the Company or that all business decisions have been taken by the Petitioner. There is equal participation, if not more, of the nominees of Respondent No.2Majestic in carrying on its day to day business and in taking important decisions in the matter. The Petitioner alone therefore cannot be blamed for noncommencement or delay in commencement of the business or incurring any losses in the business or taking any unilateral decisions qua the running and/or shutting down of the business. From the submissions made by the Parties and the records produced by them it is clear that all the aforestated allegations made by the Respondent No.2Majestic against the Petitioner seriously lacks merits as well as bona fides and are nothing but a creation of the Respondent No.2Majestic, in order to raise excuses to contend that the Petitioner's alleged conduct does not entitle them to any reliefs in this Petition". (i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Company and that the said nominees had not given consent to shutting down the Company; (iii) Despite the aforesaid objection of Respondent No.2Majestic, by its letter dated 23rd February, 2012, Etisalat immediately informed the Abu Dhabi Securities Exchange about the decision to shut down the operations of the Company and also informed the DoT and TRAI that the Company is shutting down its telecom network w.e.f. March 31, 2012; (iv) In view of the conduct of the Petitioner, TRAI addressed a show cause notice dated 16th March, 2012, calling upon the Company to comply with its obligations under the UASLs until the licenses are operative; (v) On 27th June, 2012, DoT issued a show cause notice calling upon the Company to explain why it should not be penalized for illegal closure of operations in breach of the UASL terms and conditions; (vi) On 28th December, 2012, DoT filed an affidavit stating that the Company has violated certain conditions of the UASLs and therefore the amount of Rs. 1600 crores is not refundable to the Company; (vii) DoT also issued a demand notice dated 16th January, 2013, demanding Rs. 650 crores from the Company for violation of UASL conditions for failure to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ge about the decision to shut down the operations of the Company before receipt of the letter dated 23rd February, 2012, from the Respondent No.2Majestic recording its objections. It is submitted that in any event, the intimation is factually correct and the said intimation was required as Etisalat is owned by the sovereign. As regards the allegation that the Petitioner informed the DoT and TRAI that the Company is shutting down its telecom network with effect from 31st March, 2012, the Petitioner has pointed out that the said information was forwarded to the DoT and TRAI not by the Petitioner but by the Company and Shri Buddhiraja, a nominee of the Respondent No.2Majestic had signed the letters. As regards the show cause notices/demand notices issued by the DoT and the stand of the DoT that the amount of Rs. 1600 crores is not refundable to the Company, the Petitioner has submitted that the allegations made in the show cause notice as well as demand notice are incorrect and untenable and the same are required to be pursued with the DoT by the Company/Authorized Person. As regards the allegation that the Uninor and MTS are allowed adjustments of Rs. 1661 crores and Rs. 1653 crores ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Court in Mohan Lal and another vs. Grain Chamber Ltd., Muzzaffarnagar and others AIR 1968 SC 772, para 20 Hind Overseas Pvt. Ltd. vs. Raghunath Prasad Jhunjhunwala and another (supra) and Sangramsinh p.Gaekwad and ors. vs.Shantadevi P. Gaekwad (2005) 11 SCC 314 para 200 It is submitted that the decisions relied upon by the Petitioner in response to the above decisions relied upon by the Respondent No.2Majestic lends no assistance to the Petitioner. In any event, the said judgments would be impliedly overruled by the judgment of the Supreme Court in the case of Sangramsingh P. Gaekwad (supra) more particularly paragraph 22 of the same which reads as follows: " It is now well settled that a case for grant of relief under Sections 397 and 398 of the Company Act must be made out in the petition itself and the defects contained therein cannot be cured nor the lacuna filled up by other evidence oral or documentary." 8.2 Without prejudice to the aforesaid contentions, it is submitted on behalf of the Respondent No.2Majestic that the consent order of 3rd July, 2012 by which the Authorized Person was appointed, cannot be relied upon because by that order it was clearly provided that the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ts post the filing of the Petition in support of the admission of the Petition. 8.4. Prior to 3rd July, 2012, this Court had informed Mr. Madon, Learned Senior Advocate appearing for the Petitioner and Mr. Dwarkadas, learned Senior Advocate appearing for Respondent No.2Majestic that in view of the management of the Company being in complete disarray, if this Court takes the view that pending the hearing and final disposal of the admission of the Company Petition, a Provisional Liquidator needs to be appointed in respect of the Company, the same will cause harm and prejudice to the Company because there are number of very urgent/ essential steps required to be taken on behalf of the Company. This Court therefore suggested to the learned Advocates that it would be in the interest of the parties, if some independent Advocate/Solicitor is appointed to look after the day to day affairs of the Company. In fact, it was this Court which suggested the name of Mr. Solomon to be the person in charge of the affairs of the Company pending the admission of the Petition. The suggestion made by the Court was accepted by the Advocates appearing for the Parties. Mr. Solomon was accordingly appointe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s filed under Section 433 (e) of the Act, since the Petitioner has not issued any statutory notice under Section 434 (1) (a) of the Act or any other demand notice in its alleged capacity as a creditor of the Company. The said allegation is discussed in paragraphs 9.1 to 9.3 of the order of admission. This Court has concluded the said discussion in paragraph 9.3 as under: ".......Though from the facts narrated in this order, it is very clear that the total liabilities of the Company are far greater than its total assets and the Company is unable to pay its debts in the usual course of business, once this Court comes to a conclusion that the Petitioner has made out a case for winding up of the Company under Section 433 (f) of the Act it is irrelevant whether the Petition is indeed filed also under Section 433 (e ) and am therefore not dealing with the said issue". 19. As set out hereinabove, there are certain matters /issues which were either not argued before this Court at the stage of admission, or the Appeal Court has in its order stated that the same can be considered in detail at the stage of final hearing of the matter. I now therefore proceed to deal with such issues and giv ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t dated 23rd September, 2008, and the amended AOA of the Company, such a decision could only have been taken with the affirmative vote of Respondent No.2's Nominee Director. (v) This being so, no reliance can be placed on such a video recording which is incomplete and does not show any consent or affirmative vote given by the Nominee Directors of the Respondent No.2 for the shutting down of the network. (vi) The Minutes of the Board Meeting dated 19th February, 2012, relied upon by the Petitioner in clause 3 (a), in no uncertain terms stated that, "...in case the Board resolves to shut down the network....". This itself is sufficient to establish that the Board had not decided to shut down the network and it had left the same for future consideration. Therefore the entire reliance of the Petitioner on Minutes of the Board Meeting dated 19th February, 2012, to show that the Board of Directors had allegedly decided to shut down the business is false and baseless. (vii) The Respondent No. 2 immediately vide its letter dated 23rd February, 2012, recorded that the decision to shut down the operations was illegal and without the consent of the Respondent No.2. 20.3. It is further sub ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ns already held in the meeting on 19th February, 2012. 20.5. This Court has gone through the said video recording in Chambers in the presence of the Advocates for the parties and also the representatives of the parties and have also gone through the submisions made by the parties in this regard in their respective affidavits. The decision to shut down the network was in fact first discussed at a prior meeting of the Board of Directors held on 19th February, 2012, at which the following business was discussed: "3. CASH MANAGEMENT AND CASH REALIZATION (a) Presentation of Cost Reduction Scenarios (as per the directive of the last Board Meeting): The Management presented three cost reduction scenarios before the Board. After discussion on the matter, all of the Board members indicated a preference for the shutting down of the network. The Board directed the Management to obtain clarity from Regulatory i.e.TRAI/DoT and External Legal Counsels on Quality of Services (QOS) and customer service requirements or compliances by 22.02.2012, in case the Board resolved to shut down the network. The Board also directed the Management to submit a complete plan for network shutdown. Further Mr. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... meeting should be implemented and all payments referred to the board for approval. To seek a refund of the licence fee paid for the UASLs from the DoT. (2) To seek payment of all debts promptly. (3) In light of these events which will affect the financial position of the Company in a number of respects, with the full consensus of the Board, it further resolved to instruct the FCO to consider the company's current financial position and to report to the board on two weekly basis to ensure that the board is in an appropriate position to take all necessary decisions in relationt o the company's affairs to reflect its evolving financial position." 20.7 From the said video recording it is clear that the Chairman has read out all the Resolutions passed at the meeting of 22nd February, 2012, including the above Resolution No. 5 (a) resolving to shut down the network and directing the management to take all necessary and proper steps in regard thereto. Though the Resolution with regard to payment of legal fees was discussed, the video recording makes it clear that there was no discussion qua Resolution 5 (a) with regard to shut down of the network. In my view, the video recordin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hat the 2G licenses were validly obtained. It is submitted on behalf of Respondent No.2 that the complaint filed under the PMLA proceedings is totally irrelevant to the present Petition. In any event and without prejudice it is submitted that a bare reading of the said complaint shows that the Company was not involved in any kind of illegal transaction and that the Company is not involved in any kind of money laundering. It is submitted that in the PMLA complaint, it is not even stated that any money has passed from the Company to any other entity. There is no evidence of any nature whatsoever suggesting transfer of funds to or by the Company. The investigation authorities have erroneously termed a pure lending transaction as a money laundering transaction. The Kalianagar TV to whom the money has been given has repaid the entire money with interest as can be seen from the complaint itself. The charges against Mr. Balwa and Mr. Goenka have not as yet been proved. It is further submitted that the Court of the Special Judge in PMLA proceedings, vide its order dated 20th August, 2014, while granting bail held that the accused in the PMLA proceedings have an explanation which is not unb ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... charge-sheet). The said charge-sheet is annexed at page 1537 of the affidavit of the Petitioner dated 18th August, 2014. The said charge-sheet sets out the role of the original Promoters Mr. Shahid Balwa and Mr. Vinod Goenka in raising and routing the moneys which were allegedly used to corrupt public servants in what is commonly known as "2G Scam" and in engineering return of those funds once the CBI investigation commenced. The said charge-sheet also sets out how Mr. Balwa and Mr. Goenka allegedly used the Company (then known as Swan Telecom Pvt. Ltd. "STPL") inter alia for money laundering. The relevant paragraphs of the said charge-sheet are already set out in the table hereinabove. As far as the Respondents' case that the PMLA charge sheet shows that the Company was not involved in any illegal transaction and/or that the Company is not involved in money laundering, the same is expressly belied by the fact that in paragraph 12.9 of the PMLA charge-sheet it is alleged as follows: "12.9 STPL was illegally allotted UASL by Shri A.Raja for which a sum of Rs. 200 crores of illegal gratification was paid in KTV through a process of layering from Dynamix Realty, which has been re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Moreover, the Company being a joint venture quasi parnership, the PMLA charge-sheet has compounded the loss of mutual faith and confidence between the partners making the continuation of the joint venture impossible. 22. The Respondent No. 2 next submitted that, the submission of the Petitioner that by exercising the Put Option, Respondent No. 2 has opted to exit from the Company and therefore the Respondent No.2 would be entitled only to monetary reliefs to enforce the rights under the Put Option Deed is untenable. The Resondent No. 2 has submitted that the exercise of right under the Put Option Deed would not disentitle Respondent No. 2 from resisting the Petition for winding up. In fact, the Petitioner has vide its letter dated 15th December, 2013, rejected its liability to pay any amounts to Respondent No.2. This being so, it is not open for the Petitioner to rely upon the invocation of the Put Option by the Respondent No.2, pursuant to the Petitioner rejecting its liability. It is further submitted on behalf of Respondent No.2 that the Put Option right is an independent and separate right available to the Respondent No.2 against the Etisalat group and this being so, no relian ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in December 2008, the application was made to the FIPB only on December 3, 2009, by the Petitioner. On 27th April, 2010, FIPB raised various queries and on September 29, 2010, FIPB rejected the application for the reasons that the Ministry of Home Affairs had not supported the proposal. Respondent No.2, vide its letter dated 1st April, 2011, informed the Petitioner that it had delayed in filing the FIPB application and requested the Petitioner to once again make the application. Despite the same, the Petitioner did not make a fresh application. 23.1 Respondent No.2, in support of the aforesaid submission, submitted that had the FIPB approval been obtained by the Petitioner, the Company in accordance with Clauses 2.1 and 2.10 of the Share Subscription Agreement ("SSA") would have got an amount of Rs. 934.20 crores on account of control premium. It is evident beyond any doubt that the Petitioner deliberately failed to obtain the FIPB approval, as had the same been obtained, under clauses 2.1 and 2.10 of the SSA the Petitioner would have had to bring in the control premium amount of Rs. 934.20 crores to the Company. The aforesaid conduct of the Petitioner of deliberately not obtainin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the appellant and/or the company, Genex and the petitioner in this regard." 23.3 According to the Petitioner, besides the observations as extracted above, it was the duty of the Company and not the Petitioner to apply for FIPB approval. In fact the Company did apply for FIPB approval but the same was rejected by the Government of India principally because of the serious concern relating to the reputation of Mr. Balwa and required that Mr. Balwa disassociate himself with the Company before the application could be reconsidered. This is evident from Mr. Balwa's resignation letter dated 12th January, 2011 (Annexure A10 page 246 of the Compilation of Annexures). Furthermore, the FIPB approval was needed to acquire the shares of Genex Exim Venture Pvt. Ltd. The Petitioner in any event was not bound to acquire the same and therefore this is purely an intershareholder issue between the Petitioner and Genex. It is also submitted that Respondent No. 2 could always have at that time exercised its Put Option to exit the Company in case the FIPB approval was not forthcoming. This was admittedly not exercised by Respondent No. 2 (contemporaneously. 23.4 From the aforestated allegations a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tisalat can bring to bear its large influence on organization such as Amnesty International or Fair Trail which are international organizations working globally to ensure human 12 (2007) 7 SCC 65, para 19. rights protection and fundamental right to free and fair trial. Such organizations can appoint their own monitors who will bring a lot of pressure on the Indian establishment and judiciary to give a free and fair trial. Hon'ble Sir, this is necessary to be done since you are aware that Etisalat being a company from UAE was selectively targeted even at the time of giving FIPB approval, whereas similar placed companies were given the approval. It is necessary and imperative that such diplomatic and multilateral pressure is exerted on the Government of India and the judiciary to ensure a free and fair trial. Sir, you are also aware that several companies such as TATA, Sistema, and STel who had divested their stakes have not been charged whereas Etisalat and Uninor have been selectively targeted. This pick and choose has to be challenged to defeat the sinister design to drive away Etisalat and for which we need your help. Whilst I am very sorry for the CLB petition, I can assure ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... assistance to the Respondent No. 2 since the Petitioner is not a noticee to the show cause notice under PMLA or under FEMA, and nor has it been issued any other show cause notice in this regard. In fact, it is only the Company and its Directors (including the Nominee Directors of the Petitioner at the relevant time) who have been issued a show cause notice under FEMA. 29. For reasons set out in paragraph 11 of the order of admission, this Court chose to appoint Mr. Solomon, an Advocate and Solicitor of this Court, to act as an Authorised Person in place of the Provisional Liquidator. However, the Hon'ble Appeal Court modified the order of admission to the limited extent of appointing the Official Liquidator as the Provisional Liquidator of the Company with a direction to the Official Liquidator to appoint the Authorised Person as a Legal Advisor on the same terms and conditions as to his remuneration as fixed by the Company Court. It is submitted on behalf of the Petitioner that in the event of the Company being wound up, this Court should direct the Official Liquidator to continue with the appointment of the Authorised Person as a Legal Advisor. Respondent No. 2, without prej ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... m before the courts of law. 31. In view of the above facts and circumstances, I am satisfied that the Company has lost its substratum; there exits a deadlock between the main shareholders of the Company; there is complete lack of faith and probity resulting in irretrievable breakdown between the major shareholders of the Company; the liabilities of the Company have far exceeded its assets; the scheme propounded by Respondent No. 2 is unrealistic, speculative and unworkable and therefore a case is made out by the Petitioner to wind up the Company under Section 433 (f) of the Act. Hence the following Order: (i) The Company Petition is allowed in terms of prayer clauses (a) and (b) which are reproduced hereunder: a) That the Company, that is, Etisalat DB Telecom Pvt. Ltd. be ordered and directed to be wound up by and under the directions of this Hon'ble Court, and in accordance with the provisions of the Companies Act, 1956; (b) That the Official Liquidator, High Court, Bombay be appointed Liquidator of the Company with all powers under the provisions of the Companies Act, 1956." (ii) The Official Liquidator to act on an ordinary copy of this Order duly authenticated by the L ..... X X X X Extracts X X X X X X X X Extracts X X X X
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