TMI Blog2022 (11) TMI 1157X X X X Extracts X X X X X X X X Extracts X X X X ..... g the details of all assets/properties/monetary transactions and accounts to the petitioner - directing an independent enquiry / investigation into the affairs of the 1st Respondent Company, by appointing an Independent Auditor - whether 1st Respondent is a member of the Proforma Respondent No.2, as defined under Section 2 (55) of the Companies Act, 2013, or not - plea of the Appellants that only a Member can prefer and maintain a Petition under Section 241-242 of the Companies Act, 2013. HELD THAT:- It is to be pointed out that Section 244 of the Companies Act, 2013, prescribes the Qualification of Members, who shall have a Right to Apply, as per Section 241 of the Act, 2013, in respect of a Petition for an Oppression or Mismanagement - An Ex-facie evidence pertaining to the Shares, can be (a) the Share Certificate or (b) Even the Register of Members. However, in the absence of a Share Certificate or an Entry in the Register of Members, also if an Individual can prove that certain / particular Shares were allotted to him, for the purpose of this provision, is to be treated as a Member of a Company. A Shareholder can establish the Allotment of Shares, through Statutory Retur ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent of India, Ministry of Corporate Affairs against the 1st Respondent/TSIIC/Petitioner/Company and as well as against the Appellant/M/s. Emaar Hills Township Pvt. Ltd/Company in Comp. App. (AT) (CH) No. 84 of 2022, this Tribunal comes to a consequent cock sure conclusion that the main CP/36/2021, filed by the 1st Respondent/TSIIC/Petitioner, before the Tribunal (National Company Law Tribunal, Hyderabad Bench-II, Hyderabad), is exfacie maintainable in Law. Appeal disposed off. - Company Appeal (AT) (CH) No. 84 of 2022 With Company Appeal (AT) (CH) No. 87 of 2022 - - - Dated:- 10-10-2022 - [Justice M. Venugopal] Member (Judicial) And [Naresh Salecha] Member (Technical) For Appellant : Mr. Neeraj Kishan Kaul, Senior Advocate, Mr. P.H. Arvindh Pandian, Senior Advocate, Mr. Krishnendu Datta, Senior Advocate, For Ms. Deepika Murali, Mr. Karthik Sundaram, Ms. Anusha Peri, Ms. Shreya Narayanan Ms. Pratiksha Easwar, Advocates For the Respondent No.1 : Mr. J. Ramachandra Rao, Addl. Advocate General For Mr. Andapalli Sanjeev Kumar, Special Government Pleader For DVAS Ravi Prasad, Advocate for R1/Caveator For the Respondent Nos. : Mr. Arvind Nayar, Senior Advocate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that the Petitioner i.e. TSIIC is an instrumentality of the State covered under Article 12 of the Constitution of India. The following decisions would support us in this particular view: i. Rajasthan State Electricity Board Vs. Mohan Lal and Others (AIR 1967 SC 1857), which says that Electricity Board of Rajasthan is State within the definition of Article 12, under the expression other authorities , wherein interpretation of Rule of ejusdem generics is not applicable. ii. State of Punjab Vs State of Jalandhar Ors (AIR 1979 SC 1981) iii. RD Shetty Vs The Indian International Airport Authority of India and Others (AIR 1979 SC 1628): this judgment said that the Government which represents the executive authority of the State, may act through the instrumentality or agency of natural persons or it may employ the instrumentality or agency or juridical persons to carry out its functions. In the early days, when the Government had limited functions, it could operate effectively through natural persons constituting its civil service and they were found adequate to discharge governmental functions, which were of traditional vintage. iv. The Gujrat State Finance ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that the conduct of the Respondent Company i.e., Emaar Hills Township Private Limited with the Petitioner is certainly an act of recognizing TSIIC as the shareholder of the Respondent Company. 28. In addition to the above, Section 53 of A.P. State Reorganisation Act, 2014, also clearly establishes that the assets of the erstwhile industrial entities or commercial entities would automatically become the assets of the new entities established by the State of Telangana. Therefore, what we intend to reiterate here is that the legal position of the Petitioner Company i.e., TSIIC as an instrumentality of the State covered under Article 12 of the Constitution of India coupled with the conduct of the Respondent Company in treating the TSIIC as their shareholder and holding meetings in their office, issuing notices of General Meetings to TSIIC which clearly establish that the ground on which the Respondent Company is questioning the locus standi of the Petitioner is marred by wrongful intention and they are trying to escape the probable enquiry into the affairs of the Company, 29. The argument of the Respondents that an earlier petition filed by the APIIC for oppression and mism ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2. The Summation of Germane Facts : 3. The 1st Respondent / TSIIC / Petitioner had filed CP/36/241- 242/HDB/2021 (under Sections 213, 241-244 of the Companies Act, r/w. Rule 11, 32, 34, 52 81 of NCLT Rules, etc.,), before the National Company Law Tribunal , Hyderabad Bench), against the 1st Respondent / Emaar Hills Township Private Limited (Appellant in Comp. App (AT) (CH) No.84 of 2022), the 2nd Respondent / Emaar Properties PJSC (Appellant in Comp. App (AT) (CH) No. 87 of 2022) had sought the following reliefs: (a) Declaring the purported Development Agreement cum General Power of Attorney entered into between the 1st Respondent Company / Emaar Hills Township Private Limited (Appellant in Comp. App (AT) (CH) No.84 of 2022) and Emaar MGF Land Ltd. (11th Respondent) as null and void ; (b) In directing the 2nd Respondent / Emaar Properties PJSC (Appellant in Comp. App (AT) (CH) No. 87 of 2022 ) and 3rd Respondent (Emaar Holdings) to truly and properly account for all the monies realized by them by sale of properties in the Township Project, either directly or through the said Emaar MGF Land Ltd. or any other entry; (c) In granting an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , Viz. lands at Manikonda was keen to establish an integrated Project at Manikonda Village, comprising of a Golf Course and mixed use (Golf Course, Residential and Commercial Development and Boutique Resort Hotel) and Convention Centers cum Exhibition Complex (referred to as Integrated Project) and the said Project was to boost Tourism and Development in the United State of Andhra Pradesh which would contribute to generate revenues. 7. The Learned Counsel for the 1st Respondent / TSIIC / Petitioner points out that three Expressions of Interests were called by the then State of Andhra Pradesh on 05.04.1999. 30.03.2000 and 26.07.2001 respectively, from various Bidders for the development of the Project, for establishment of the Integrated Project . Out of three Bidders (to the Last Expression of Interest ), the 2nd Respondent / Emaar Properties PJSC ( Appellant in CA AT CH No. 87 of 2022) was selected as the Successful Bidder by the State Government to implement the said Project . 8. It transpires that the then Government of Andhra Pradesh , issued a G.O.M.S.359 dated 04.09.2022 of the Industries and Commerce Department, setting out the implementation structure ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ying certain aspects, including the revision in structure of the Integrated Project by the formation of three SPVs instead of two SPVs, but the basic character and role of the Parties, remained the same. 12. The stand of the 1st Respondent / TSIIC / Petitioner is that, as per the terms of the agreement , entered in to between the Parties , the Appellant (in CA (AT) (CH) No.84 of 2020)/ Emaar Hills Township Private Ltd. (1st Respondent in MA/21/2021 in CP/36/2021) is not having any Right of Assignment , relating to the Integrated Project , as per Clause 6.11 of the Collaboration Agreement . Also that, Clause 23 fastens a specific restrictions to the Parties , from assailing their rights and obligations to a Third Party under any circumstances whatsoever. As per Clause 3.1(C)(iii), the Appellant / 1st Respondent is not to carry on any operation or business or otherwise entered in to any Agreement or Arrangement with any person or incur any liability, which may have material bearing on the Financials of the Appellant / M/s. Emaar Hills Township Pvt. Ltd. ( 1st Respondent ), without the prior written consent of the Parties . 13. The 1st Respondent / TSIIC / Pe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed a Plan to defraud the APIIC by assigning the whole Integrated Project to a Third Party . 18. In fact, the Appellant/Emaar Properties PJSC (2nd Respondent) through Letter dated 02.05.2005, had requested the APIIC to consider to allow Fairbridge Holdings Ltd., to take 34% Equity out of 74% Equity, which the 3rd Respondent held in the Appellant / M/s. Emaar Hills Township Pvt. Ltd., but the same was rejected by APIIC . 19. The Appellant / Emaar Properties PJSC / 2nd Respondent , had conceived a mechanism by transferring the substantial rights in the Project land, to its Group Company / 11th Respondent . In reality, the 2nd Respondent (Emaar Properties PJSC) and 3rd Respondent (Emaar Holdings), executed a Development Agreement dated 03.11.2006, in favour of the 11th Respondent ( an Entity ), wherein the whole Project was to be undertaken by the 1st Respondent/Emaar Hills Township Pvt. Ltd. , was hived of to the 11th Respondent , thereby making the Appellant / 1st Respondent / Emaar Hills Township Pvt. Ltd. , as a Shell Company . In violation of the Collaboration Agreement and the Shareholders Agreement , the execution of the said Agreement was made in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1st Respondent / TSIIC / Petitioner that the Respondent Nos. 2 3 had passed on the Project to the 11th Respondent , who had no financial standing to take up the Project since it mortgaged the Assets of the 1st Respondent / TSIIC / Petitioner , in favour of the 12th Respondent/Bank , to raise funds through Term Loan of Rs.150 Crore, the Fund Raising , could have been made by the Appellant / M/s. Emaar Hills Township Private Limited . 26. Indeed, no permission was granted by the 1st Respondent / TSIIC / Petitioner in respect of the mortgaging of the subject lands and the Respondent Nos. 2 3 ( Emaar Properties PJSC and Emaar Holdings ) had not approached the APIIC . 27. The mortgaging of the Assets of the Appellant/M/s. Emaar Hills Township Pvt. Ltd./1st Respondent is in breach of the Collaboration Agreement and the Provisions of the Companies Act . Besides this, no appointment of an Independent Engineer and an Independent Auditor were made for the functioning and execution of the Integrated Project in a transparent manner. 28. It is the version of the 1st Respondent / TSIIC / Petitioner that the Share Capital of the 11th Respondent is substanti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ver, according to the 1st Respondent / TSIIC / Petitioner , the Appellant / M/s. Emaar Properties PJSC / 2nd Respondent had entered in to an Agency Agreement dated 29.01.2005 with M/s. Stylish Home Private Limited on behalf of the Appellant / M/s. Emaar Hills Township Pvt. Ltd. for selling the Villa Plots in the integrated Project, about which, the APIIC knew it only on 02.09.2010, when the Appellant/M/s. Emaar Properties PJSC ( 2nd Respondent ) had enclosed the copy of the said Agreement vide Letter dated 02.09.2010, addressed to the APIIC . In fact, even before the Transfer of Land to the Appellant / Emaar Properties PJSC (2nd Respondent) had executed such an Agreement and no information was ever disclosed to APIIC . 34. On the side of the 1st Respondent/TSIIC/Petitioner, a plea is taken that APIIC had filed a Suit for Rendition of Accounts and for the relief of Injunction , against the 11th Respondent in O.S.No. 655 of 2010 before the Learned II Additional Judge, City Civil Court, Hyderabad, for selling / entering into Sale Agreements of the subject properties, without any Right / Title / Interest , and the Suit was dismissed for Default , on 04.10.2018, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Respondent / TSIIC / Petitioner. 38. Earlier, the APIIC had preferred CP/108/2020 (on the file of the Company Law Board, Chennai (u/n. Sections 397 398 r/w. Section 402 403 of Companies Act, 1956) and the same was transferred to the Tribunal ( NCLT , Hyderabad) and the same was disposed of on 06.04.2017, by granting Liberty to the 1st Respondent / TSIIC / Petitioner to file a Petition on the basis of earlier cause of action, with additional material facts, if any. MA/21/2021 in CP/36/2021: 39. In fact, the 1st Respondent / TSIIC / Petitioner in MA/21/2021 in CP/36/2021 (u/n. Section 241-242 of the Companies Act, 2013 r/w. Rule 11 of the NCLT Rules, 2016), against the Respondents had prayed for the under mentioned interim reliefs : (a) In directing the Respondent Nos. 2 and 3, their officers, representatives, assignees or any other of their entities and their nominee Directors in the 1st Respondent Company, to not, in any manner, deal with or otherwise dispose of or encumber, alienate, transfer and/or create third party interest in the assets and properties of the 1st Respondent Company; (b) In restraining the Respondents from commencing or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... esh Reorganisation Act, 2014, is a misplaced one. 42. Likewise, placing of reliance by the 1st Respondent / TSIIC / Petitioner , in respect of Section 53 of the Andhra Pradesh Reorganisation Act, 2014, is equally misplaced, because of the fact that as per Section 53 of the Act, the location of the property is the basis for an apportionment . Because of the fact that the land is transferred to the Appellant / Emaar Hills Township Pvt. Ltd. (1st Respondent) in lieu of consideration, the location of the land cannot be the basis for an apportionment . As per Section 68 of the Andhra Pradesh Reorganisation Act, 2014, the Successor States shall apportion the Assets , Rights and Liabilities of the Corporations, mentioned in the IX Schedule, as provided for by Section 53 of the Act . 43. There is an Arbitration Clause in the Agreements , Viz. under the Shareholders Agreement dated 28.12.2005, executed between the Appellants and the Third Respondent and APIIC and hence, the Tribunal has no jurisdiction to entertain the Company Petition . 44. On behalf of the Appellant (M/s. Emaar Hills Township Pvt. Ltd.) / 1st Respondent , a reference is made to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hat APIIC had no objection for including the 11th Respondent as co-developer in regard to the Development of the IT / ITES SEZ. 49. Later, the Government of Andhra Pradesh had issued a Letter dated 04.06.2007 (through Secretary IT C Department), confirming that the State Government had no objection in regard to the request of the Appellant / 1st Respondent (M/s. Emaar Hills Township Pvt. Ltd.), relating to the inclusion of the 11th Respondent as Developer for the Project . 50. The Ministry of Commerce Industry , Govt. of India, as per Letter dated 19.06.2007, had approved the 11th Respondent, for providing infrastructure. Also that, the APIIC had caused a Notice dated 29.10.2010 to Appellant / Emaar Properties PJSC (2nd Respondent), calling upon it, to rectify the breaches, failing which the Collaboration Agreement , would be terminated. The Appellant / Emaar Properties PJSC (2nd Respondent) gave a Reply dated 08.12.2010 stating the manner in which the Developer had invested approximately Rs.900 Crores in the Project and as to how the interest of the Appellant / 1st Respondent (M/s. Emaar Hills Township Pvt. Ltd.) was not compromised in any manner, by v ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ased on the Orders of the Govt. of India., Ministry of Corporate Affairs, which ordered an Inquiry into the Affairs of the Appellant / 1st Respondent ( M/s. Emaar Hills Township Pvt. Ltd. )/ Company . 55. Continuing further, based on the Replies of the Appellant / 1st Respondent (M/s. Emaar Hills Township Pvt. Ltd.), further action on Inquiry , is under progress. In regard to APIIC , an Inquiry as per Section 206 (4) of the Companies Act, 2013, was ordered by the Govt. of India, and a Notice was issued to the Company. 56. When the transactions of APIIC with the Appellant / 1st Respondent (M/s. Emaar Hills Township Pvt. Ltd.), were taken up during the Inquiry , the Registrar of Companies , was informed that the 1st Respondent / TSIIC / Petitioner is the entity now handling the issues pertaining to the Appellant / 1st Respondent (M/s. Emaar Hills Township Pvt. Ltd.). The Office of RoC, Telangana /13th Respondent had suggested to the Govt. of India (Ministry of Corporate Affairs) that an Inquiry be ordered against the 1st Respondent / TSIIC / Petitioner , (instead of APIIC ). 57. According to the 13th Respondent (RoC, Telangana), an Inquiry is un ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ges of a member of the Polytex Company by reason of the appointment of a Receiver by the Collector of Kanpur in respect of the ten lacs shares in the Polytex Company held by the Cotton Mills Company, the attachment of the 9 lacs shares out of the said 10 lacs shares and also the pledge of 3,50,000 shares out of the said 10 lacs shares with the Government of Uttar Pradesh as security for the loans advanced by it. The total paid-up equity share capital of the Polytex Company is Rs. 3,90,00,000 (39,00,000 shares of Rs. 10 each) and it is not disputed that if the 10 lacs shares held by the Cotton Mills Company are omitted from consideration, the remaining requisitionists would not have sufficient voting strength to issue a notice under section 169 of the Act. The appellants contend that the Cotton Mills Company could not, therefore, join the other requisitionists in issuing the notice under section 169 of the Act calling upon the Polytex Company to call the extraordinary general meeting and without the support of the shares held by the Cotton Mills Company, the remaining requisitionists would not have been eligible to requisition the meeting. The material part of section 169 r.f the Ac ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssion provided such member or members have the requisite shareholding as prescribed under Section 399 to do so. The object of prescribing a qualifying percentage of shares in the petitioners and their supporters to file petitions under Sections 397 and 398 is clearly to ensure that frivolous litigation is not indulged in by persons who have no real stake in the company. However, it is of interest that the English Companies Act contains no such limitation. What is required in these matters is a broad common-sense approach. If the Court is satisfied that the petitioners represent a body of shareholders holding the requisite percentage, it can assume that the involvement of the company in litigation is not lightly done and that it should pass orders to bring to an end the matters complained of and not reject the Petition on a technical requirement. Substance must take precedence over form. Of course, there are some rules which are vital and go to the root of the matter which cannot be broken. There are others which are directory where noncompliance may be condoned or dispensed with provided there is substantial compliance with the rules read as whole and no prejudice is caused. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Paragraph 14 of its Counter Affidavit dated 05.09.2022, that till date, there was no Transmission or Transfer of Shares of the Appellant from APIIC to TSIIC and further admits that there was no need of either Transmission or Transfer of Shares . Furthermore, the 1st Respondent / TSIIC , had sought to justify that the Shares could be transferred either by Transmission or Transfer and this is a contradiction to the stand taken by the 1st Respondent / TSIIC , not only before the Tribunal , but also before the Appellate Tribunal , wherein it was mentioned that the Transmission of Shares from APIIC to TSIIC stood completed by Operation of Law . 69. It is the contention of the Appellant that 1st Respondent / TSIIC has not emerged as a demerged or a successor of APIIC , but has been a freshly Incorporated Entity , which came into being, after the bifurcation of the united State of Andhra Pradesh. Therefore, it is the stand of the Appellant that the 1st Respondent / TSIIC does not hold the Shares of the Appellant and as such, is not entitled to maintain a Petition under Section 241-242 of the Companies Act, 2013. On behalf of the Appellant, a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or the Appellant contends that the case put forward by TSIIC is merely a Red Herring in as much as the addresses of the Notices issued convening the Appellant s Board Meetings were being sent to TSIIC s Offices , but, fails to mention that the Notices were addressed to Mr. Narasimha Reddy, who is currently sitting in 1st Respondent / TSIIC s Offices . 76. Moreover, Mr. Reddy was nominated as a Director , as per Letter dated 20.08.2014 by APIIC and continues to be the Representative of the APIIC , on the Board of the Appellant and the said Letter is still subsisting and in force. 77. The Learned Counsels for the Appellant submit that 1st Respondent/TSIIC is not a Member of the Appellant / Company and does not qualify the Statutory requirements as per Section 244 of the Companies Act, 2013, to maintain a Petition under Section 241-242 of the Companies Act, 2013. 78. The Learned Counsels for the Appellant takes a stand that the Appellant had not made any submissions on the merits of the Dispute or in relation to the interim reliefs prayed for in MA/21/2021 by the 1st Respondent / TSIIC . The Tribunal had not adverted to the Notes of Submi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Act, 2013, the 'Tribunal' is to keep in mind the principle of 'particularity' and 'proof'. No doubt, the object of exercise of power under Section 241 of the Companies Act is either to prevent a 'Winding up of Company' or to remove the continuance of harm or reasonable probability of injury to the 'interests of Company' or to the wider injury of 'public interests'. 64. Admittedly the main Company Petition C.P.393 of 2019 before the National Company Law Tribunal, Chennai Bench was filed on 14.03.2019. The 'Respondents' have raised issues in regard to the maintainability of the main Company Petition No.393/2019 on the file of the 'Tribunal' and the same is pending for 'Adjudication'. In fact, the plea of bar of the C.P.393 of 2019 (2nd Petition) being filed after the earlier C.P.32 of 2017 filed by the 1st Appellant as 1st Petitioner was withdrawn on 02.08.2017, with no liberty being granted by the 'Tribunal' to file fresh Petition, is taken by the Respondents 1 to 4 in their 'Interim Counter' filed in pending C.P.393 of 2019. It is not in dispute that an unnumbered Application dated 15.04. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Tribunal , in the instant case are in the nature of final reliefs , without providing an opportunity to the Appellant to advance submissions on the merits of the interim reliefs prayed for by the 1st Respondent/TSIIC and in this connection, the Learned Counsels for the Appellant relies on the decision of the Hon ble Supreme Court of India in Bank of Maharashtra v. Race Shipping and Transport Co. (P) Ltd., reported in 1995 3 SCC at Page 257; Spl Pg: 262, wherein at Paragraphs 10 and 11, it is observed as under: 10. By the interim order the High Court has directed the appellant-Bank to credit a sum of Rs. 95,000 in the Current Account No. 318 of Respondent 1. The High Court has recorded that respondent through their counsel had given an undertaking to bring back the amount if the Court so desires. The said interim order, in substance, grants the relief which the respondent would have been given at the final stage in the event of their writ petition being allowed by the High Court. 11. Time and again this Court has deprecated the practice of granting interim orders which practically give the principal relief sought in the petition for no better reason than tha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by learned Single Judge as affirmed by the Division Bench without expressing any opinion on the merits of the case we have interfered primarily on the ground that the final relief has been granted at an interim stage without justifiable reasons. Since the controversy lies within a very narrow compass, we request the High Court to dispose of the matter as early as practicable, preferably within six months from the date of receipt of this judgment. 86. The Learned Counsels for the Appellant advert to the decision of the Hon ble Supreme Court of India in Asst. Collector of Central Excise, West Bengal v. Dunlop India Ltd. Ors., reported in 1985 (1) SCC at Page 260; Spl Pgs.: 265 to 267, wherein at Paragraph 5, it is observed as under: 5. We repeat and deprecate the practice of granting interim order which practically give the principal relief sought in the petition for no better reason than that a prima facie case has been made out, without being concerned about the balance of convenience, the public interest and a host of other relevant considerations. Regarding the practice of some clever litigants of resorting to filing writ petitions in far-away courts having doubtful ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... left in a stay of flutter and unrest because of interim orders passed by courts, leaving the work they are supposed to do in a state of suspended animation. We have come across cases where buses and lorries are being run under orders of court though they were either denied permits or their permits had been cancelled or suspended by Transport Authorities. We have come across cases where liquor shops are being run under interim orders of court. We have come across cases where the collection of monthly rentals payable by Excise Contractors has been stayed with the result that at the end of the year the contractor has paid nothing but made his profits from the shop and walked out. We have come across cases where dealers in food grains and essential commodities have been allowed to take back the stocks seized from them as if to permit them to continue to indulge in the very practices which were to be prevented by the seizure. We have come across cases where land reform and important welfare legislations have been stayed by courts. Incalculable harm has been done by such interim orders. All this is not to say that interim orders may never be made against public authorities. There are, o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that the issue was expressly left unanswered , given the fact that APIIC and TSIIC were not able to confirm the status of Demerger and they ought not to Approbate and Reprobate from their stand at this stage. 88. The Learned Counsels for the Appellant submit that in the instant case there seems to be contrary stand taken by APIIC and TSIIC , in regard to the ownership of the Appellant as APIIC through its Letter issued on 02.09.2022 has claimed rights over 26% of the Appellant s Shareholding and that till date, there is no consensus between the two Governments as to the status of the Shares . 89. The Learned Counsels for the Appellant urges that neither the impugned order contemplate regulating the company affairs nor does it mention that reason for passing such a drastic order , and further that the nature of granting the substantive Interim Reliefs, which are in the nature of final reliefs or without even providing an opportunity , to the Appellant , to project his case on merits of the main Company Petition and hence, the same is liable to be set aside by this Tribunal in Appeal . 1st Respondent Contentions (in Comp. App (AT) (CH) No ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... CP/36/2021 at paragraph 22, had mentioned the Lists of Shareholders as on 31.03.2019, forming part of the Annual Returns of the Appellant / Company , filed by the Appellant which projects the 1st Respondent / Company as a Shareholder of the Appellant / Company , holding 2,50,32,202 Shares and hence, the plea of the 1st Respondent/Petitioner is that the Appellant / 1st Respondent had recognized the 1st Respondent/Petitioner as a Shareholder of the Appellant / Company . 96. It is projected on the side of the 1st Respondent/Petitioner that the Tribunal had extracted the note appended to the Accounts of the Company for the Year ended 31.03.2019, as per which, it was clearly mentioned that 1st Respondent / TSIIC had taken over the activities of APIIC in so far as it relates to the State of Telangana and is the Beneficial Owner of the Shares . 97. It is pointed out on behalf of the 1st Respondent/Petitioner that the Tribunal had held that the state is bifurcated in to two states and in view of the formation of the state of Telangana, the new entity called TSIIC has been incorporated to take over the activities of APIIC , so far as it relates ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any Commercial or Industrial Undertaking of the State , are required to be apportioned, on the basis of the location, operation of such Commercial and Industrial Undertaking , and such distribution, is not dependent upon the location of the Headquarters of such Industrial or Commercial Undertaking, such apportionment of Assets (i.e., APIIC s shareholding in the Companies) is provided in the Act, the consequent transfer of shares from APIIC to TSIIC will be by way of operation of law. Further, the Hon ble Courts have distinguished between the term transfer and the phrase transmission by operation of law . 100. Added further, it is the stand of the 1st Respondent/Petitioner that the term transmission by operation of law covers those cases where a person or authority acquires interest in the property, by operation of law, without any voluntary act on his part and a reference is made to the decision of the Hon ble High Court of Allahabad in Maheswari Khan Sugar Mills (P) Ltd. Ors. v. Ishwari Khetan Sugar Mills Ors., reported in (AIR 1965 All Page 135) at Spl Pgs.: 140 141, wherein at paragraphs 23 to 27, it is observed as under: 23. An exception was, however, m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sed member, any person becoming entitled to a share in consequence of the death, bankruptcy or insolvency of any member or in consequence of the marriage of any female member. A similar provision existed in Table A of the First Schedule of the English Companies (Consolidation) Act, 1903 and Indian Companies Act, 1913 as originally passed, though both kinds of transfers were listed under a common sub-head transfer and transmission of shares . Transmission by operation of law thus covers those cases where a person or authority acquires an interest in the property, by operation of law, without any voluntary act on his part. 27. It shall be found that Section 108 of the Companies Act, 1956, is not exhaustive nor was Section 34(3) of the amended Indian Companies Act, 1913, exhaustive. They cover only two kinds of transfer of shares viz., under an instrument of transfer duly stamped and executed by the transferor and the transferee and transmission by operation of law. There are other instances of a person acquiring title to the shares of a company. A joint Hindu family can own shares and at the time of separation there shall be an actual partition of shares among the members ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on the ground that the State had asked the company to register the name of the Secretary to the Government of Orissa, as the shareholder in place of the Maharaja. The appellate Court also held that under the articles of association of the company the board of directors had no power to refuse registration of a transfer where the transfer was by operation of law. The appellant challenges the correctness of these findings. 3. The courts below concurrently found that the 7500 shares were held by the Maharaja in his capacity as ruler of the State of Mayurbhanj. This finding is amply supported by the documentary evidence on the record and is no longer challenged. The State of Mayurbhanj was one of the feudatory States of Orissa under the suzerainty of the British Crown. As from August 15, 1947, with the declaration of independence the paramountcy of the British Crown lapsed. Thereafter, steps were taken for the integration of the State with the Dominion of India. On October 17, 1948, the Maharaja of Mayurbhanj signed an agreement for the merger of the State with the Dominion. By Article 1 of this agreement, the Maharaja completely ceded to the Dominion his sovereignty over the Sta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... #39;transmission' is put in contradistinction to the word 'transfer'. One means a transfer by the act of the partners, the other means transmission by devolution of law. Article 11 refers to transfers. A devolution of title by operation of law is not within its purview. Being a restrictive provision, the article must be strictly construed. In the instant case, the title to the shares vested in the State of Orissa by operation of law, and the State did not require an instrument of transfer from the Maharaja to complete its title. Article 11 does not confer upon the Board of Directors a power to refuse recognition of such a devolution of title. We may add that we express no opinion on the question whether such an article applies to an involuntary transfer of shares by a Court sale having regard to the provisions of Order 21, Rule 80 of the Code of Civil Procedure with regard to the execution of necessary documents of transfer. 8. Though the State of Orissa had acquired title to the shares by operation of law, by way of abundant caution it obtained a deed of transfer and lodged it with the company together with the share scrip. The transfer deed was duly stamped and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... paragraphs 12, 19, 24, 25 26, it is observed as under: 12. On behalf of the appellants it was contended that the right which is a specific statutory right, is given only to a member of the company and until and unless one is a member of the company, there is no right to maintain application under Section 397 of the Act. Mr. Nariman contended that there was no automatic transmission of shares in the case of death of a shareholder to his legal heir and representatives, and the Board has a discretion and can refuse to register the shares. Hence, the legal representatives had no locus standi to maintain an application under Sections 397 398 of the Act. Mr. Nariman submitted that the rights under Sections 397 398 of the Act are statutory rights and must be strictly construed in the terms of the Statute. The right, it was submitted, was given to any member of a company and it should not be enlarged to include any one who may be entitled to become a member . 19. Mr. Nariman submits that in view of the specific provisions of Section 397 of the Act only a member is entitled to move a petition under Sections 397 and 398 of the Act and that member is one whose name is in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , the member may be different from a holder . A member may be a holder of shares but a holder may not be a member . In that view of the matter, it is not necessary for the present purpose to examine this question from the angle in which the learned Single Judge of the Calcutta High Court analysed the position in the case of Kedar Nath Agarwal v. Jay Engineering Works Ltd. and Ors., [1963] 33 Comp. Cas 102 (Cal), to which our attention was drawn. 26. Admittedly in the present case, the legal representatives have been more than anxious to get their names put on the register of members in place of deceased member, who was the Managing Director and Chairman of the company and had the controlling interest. It would, therefore, be wrong to insist their names must be first put on the register before they can move an application under Sections 397 and 398 of the Act. This would frustrate the very purpose of the necessity of action. It was contended on behalf of the appellant before the High Court that if legal representatives who were only potential members or persons likely to come on the register of members, are permitted to file an application under Sections 397 and 398 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 21, wherein at Serial No. 18, it is mentioned as under: Ref No (as per Notice of Inquiry u/s.206(4) Information sought by the RoC Office Reply/Clarifications of the Company 18 It has come to the notice of this Office that the Andhra Pradesh High Court directed CBI to conduct inquiry as to How Andhra Pradesh Industrial Infrastructure Corporation (APIIC) was cheated out of equitable benefits from township project being executed along with its Joint Venture partner EMAAR properties . Further, Vigilance Department of Andhra Pradesh Government found that entire project was transferred by developer EMAAR properties to EMAAR MGF with all rights and both the above developments were not brought to the notice of the Government and ARC. Also during the course of such inquiry it is found that APIIC stake in this project was reduced to 46% and profit sharing to 5%. A loss of Rs.5,000/- Crore was incurred by the exchequer. In this regard, you are directed to provide the details of each such inquiry and explanations to the discrepancies found during such inquiry. As per the MoU, collaboration a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Company Petition. 107. While summing up, on behalf of the 1st Respondent/Petitioner , a plea is made for dismissing the instant two Appeals , preferred by the Appellant . Company Appeal (AT) (CH) No. 87 of 2022: Preface: 108. The Appellants/Respondent Nos. 2 and 3 have preferred the instant Comp. App (AT) (CH) No. 87 of 2022, before this Tribunal as Aggrieved Persons , on being dissatisfied with the impugned order dated 25.07.2022 in M.A.No.21/2021 in C.P. No.36/2021, passed by the National Company Law Tribunal , Hyderabad Bench-II, Hyderabad. Appellants Contentions: 109. The Learned Senior Counsel for the Appellants/Respondent Nos. 2 and 3 submit that the 1st Respondent is not a member of the Proforma Respondent No.2 , as defined under Section 2 (55) of the Companies Act, 2013. Further, it is the plea of the Appellants that only a Member can prefer and maintain a Petition under Section 241-242 of the Companies Act, 2013. 110. It is projected on the side of the Appellants that the impugned order dated 25.07.2022 in M.A.No.21/2021 in C.P. No.36/2021, passed by the National Company Law Tribunal , Hyderabad Bench-II, Hyder ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Tribunal at the stage of Maintainability , had decided the complicated questions of facts and law, without going through the pleadings and hearings on the various issues. 116. The Learned Counsel for the Appellants submits that the Tribunal had granted the interim reliefs without hearing the Appellants or the 2nd Respondent , on the merits of the interim reliefs . Moreover, the Tribunal should not have passed a sweeping order, by granting the relief of compensation to the 1st Respondent / TSIIC , at an interim stage. 117. It is the clear cut stand of the Appellants that the interim reliefs can only be granted in aid of and as incidental / ancillary to the Main / Final Relief that was prayed for in the Company Petition . Also that, the impugned order does not contemplate regulating the Company Affairs and it does not spell out the reason for passing such a drastic order and on this score, the impugned order is a perverse , erroneous and an illegal one. 118. The Learned Counsel for the Appellants adverts to the Counter Affidavit of 1st Respondent/TSIIC dated 05.09.2022, stating that it was wrongly relied upon that; (a) Section 53(1) of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the stand of the 1st Respondent/TSIIC , is that the Owner of Shares of the 2nd Respondent, which were held by APIIC , by virtue of Law , is a Fallacy . 123. On behalf of the Appellants, a contention is raised that when a Statute specifically mentions that something has to be done in a particular / certain manner, then it ought to be construed strictly and to be performed in that manner only. Apart from that, the two different entities cannot be simultaneously be the Shareholders of the same lot of Shares . 124. The Learned Counsel for the Appellants refers to the 1st Respondent/TSIIC s Letter dated 11.04.2016, being an admission to the fact that the change in the Register of Members of the 2nd Respondent would be effected only upon the completion of Demerger , which is admittedly pending as on date. Therefore, it is the stand of the Appellants that APIIC continues to be on the Register of Members of the 2nd Respondent and not TSIIC , which is affirmed by APIIC s Letter dated 02.09.2022. Besides these, on behalf of the Appellants , it is pointed out before this Tribunal that the 2nd Respondent s Letter dated 19.01.2014, clearly mentions that the P ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ch Ltd. v. TSIIC is a misplaced one, because of the fact that the Hon ble Supreme Court in that case had refused to delve into adjudicating finally upon the rights inter se between the TSIIC and the APIIC and also categorically mentioned that TSIIC will be at liberty to pursue its remedies for apportionment in relation to APIIC in accordance with Law . No opinion is expressed on the merits or tenability of the Claim for apportionment , asserted by TSIIC . 130. Proceeding further, the Learned Counsel for the Appellants submits that in Unitech Limited case, the issue was pertaining to the Assessment of Stamp Duty Registration Charges , liable to be paid upon a Development Agreement and that is not the issue in the instant case on hand. 131. The Learned Counsel for the Appellants contends that the Tribunal had heard all the Parties in respect of the maintainability of the Company Petition and the Appellants had not made any submissions on the merits of the Dispute or in relation to the interim reliefs sought in MA/21/2021 by the 1st Respondent/TSIIC . Also that, the Tribunal had not dealt with the Notes of Submissions filed by the Appellants , coup ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 73, wherein at paragraphs 19 and 48, it is observed as under: Any member/members of a Company may apply under Sections 397 and 398 of the Act to CLB complaining of mismanagement or oppression provided such member or members have the requisite shareholding as prescribed under Section 399 to do so. The object of prescribing a qualifying percentage of shares in petitioners and their supporters to file petitions under Sections 397 and 398 is clearly to ensure that frivolous litigation is not indulged in by persons who have no real stake in the company. However it is of interest that the English Companies Act contains no such limitation. What is required in these matters is a broad commonsense approach. If the Court is satisfied that the petitioners represent a body of shareholders holding the requisite percentage, it can assume that the involvement of the company in litigation is not lightly done and that it should pass orders to bring to an end the matters complained of and not reject the Petition on a technical requirement. Substance must take precedence over form. Of course, there are some rules which are vital and go to the root of the matter which cannot be broken. There are ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ct, any Person can become a Member of a Company . No wonder, a Person , may become a Member in relation to a Company (a) by subscribing his name to the Memorandum of Association (b) by having agreed to become a Member of the Company (c) by holding Shares , as a Beneficial Owner in the records of the Depository . Beneficial Owner: 143. To be noted that Section 2 (a) of the Depositories Act, 1996, defines the term Beneficial Owner . As per Section 10 of the Depositories Act, 1996, a Depository , shall be deemed to be the Registered Owner of Shares for the purpose of effecting Transfer of Ownership of Shares , on behalf of Beneficial Owner . Person: 144. The term Person is defined in Section 3 (42) of the General Clauses Act, 1897, as Person , shall include any company or association or body of individual , whether incorporated or not . Transfer and Transmission of Securities (u/n 56 of the Companies, Act, 2013: 145. In respect of Transfer of Securities , there are two parties to the Contract , i.e., (a) Transferor and (b) Transferee. Such transfer is like any other commercial transaction . However, in case of Transmission ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Inquisitorial and Regulatory in character. The Investigation , is not a Criminal Proceeding . 150. As a matter of fact, the Expression Being Carried On, refers to the Continuance of Business Activities , at the stage of Information is reported to the Registrar . 151. It is pertinently pointed out while carrying out an Inquiry , the Registrar is to adhere to the principles of natural justice and provide the Company a reasonable opportunity of Hearing . Tribunal s Power: 152. Section 241 of the Companies Act, 2013, confers wide Powers to the Tribunal , to grant relief in case of an Oppression , etc., and to mould the Relief , as it deems fit and proper, based on the facts and circumstances of a given case. No wonder, the jurisdiction of a Tribunal is not ousted / ejected out, till the Dispute is required to be referred to an Arbitration / Conciliation , as the case may be (the Tribunal , can grant interim relief or otherwise). Evaluation (in Comp. App (AT) (CH) Nos. 84 87 of 2022): 153. According to the Appellants (in Two Appeals ), the Tribunal , had failed to note that the main CP/36/2021, filed by the 1st Resp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a Pradesh Reorganisation Act, 2014, provides that the Assets and Liabilities of any Commercial or Industrial Undertaking of the State, are required to be apportioned , based on location, operation of such Commercial and Industrial Undertaking and such distribution was not dependant, based on the location of the Head Quarters of such Industrial or Commercial Undertaking. Besides this, the consequent Transfer of Shares from APIIC to TSIIC will be by way of an Operation of Law . 158. Continuing further, the stand of the 1st Respondent / TSIIC / Petitioner is that the word Transmission , means, passing of or devolution by an Operation of Law , whereas the term Transfer means, conveyance by an act of a Member Viz. a voluntary act of Parties and in case of Transmission of Shares by an Operation of Law , an Instrument of Transfer is not required. 159. On behalf of the 1st Respondent / TSIIC / Petitioner , it is brought to the notice of this Tribunal that the Minutes of the Meeting of the Board of Directors of the Appellant / Company that took place on 16.06.2016, during which, the Managing Director of the 1st Respondent / TSIIC / Petitioner was ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Anr., 1985 (2) SCC at Page 167; Spl. Pgs. 185 186, wherein at paragraph 17, it is observed as under: 17. In the Act, the expressions 'a member', 'a share holder' or 'holder of a share' are used as synonyms to indicate the person who is recognised by a company as its owner for its purposes. What does ownership of a share connote? 'Ownership in it most comprehensive signification; says Salmond, 'denotes the relation between a person and any right that is vested in him. That which a man owns in this sense is a right . The right of ownership comprises benefits like claims, liberties, powers, immunities and privileges and burdens like duties, liabilities, disabilities. Whatever advantages a man may have as a result of the ownership of a right may be curtailed by the disadvantages, in the form of burdens attached to it. As observed by Dias, an owner may be divested of his claims etc. arising from the right owned to such an extent that he may be left with no immediate practical benefit. He remains the owner nonetheless because his interest will outlast that of other persons in the thing owned. The owner possesses that right which ultimately enabl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rticles set aside exclusively for the use of religious endowments shall be exempted from attachment and sale under this section. The costs of the attachment and sale shall be added to the arrear of revenue, and shall be recoverable by the same procedure. 20. We shall first consider the effect of appointment of a Receiver in respect of the shares in question. A perusal of the provisions of Section 182-A of the Land Revenue Act shows that there is no provision in it which states that on the appointment of a person as a Receiver the property in respect of which he is so appointed vests in him similar to the provision in section 17 of the Presidency Towns Insolvency Act, 1909 where on the making of an order of adjudication the property of the insolvent wherever situate would vest in the official assignee, or in section 28 (2) of the Provincial Insolvency Act, 1920 which states that on the making of an order of adjudication, the whole of the property of the insolvent would vest in the court or in the Official Receiver. Sub-section (4) of section 182-A of the Land Revenue Act provides that Rules 2 to 4 of Order XL of the Code of Civil Procedure, 1908 shall apply in relation to a Re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g Co. Ltd. v. C.I.T. (1959) Supp. 2 SCR 448, has observed at pages 453-454 thus: The position of a shareholder who gets dividend when his name stands in the Register of Members of the company causes no difficulty whatever. But transfers of shares are common, and they take place either by a fully executed document such as was contemplated by Regulation 18 of Table A of the Indian Companies Act, 1913, or by what are known as 'blank transfers'. In such blank transfers, the name of the transferor is entered, and the transfer deed signed by the transferor is handed over with the share scrip to the transferee, who, if he so chooses, completes the transfer by entering his name and then applying to the company to register his name in place of the previous holder of the share. The company recognises no person except one whose name is on the Register of Members, upon whom alone calls for unpaid capital can be made and to whom only the dividend declared by the company is legally payable. Of course, between the transferor and the transferee, certain equities arise even on the execution and handing over of 'a blank transfer', and among these equities is the right of the tr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is care, it is an incomplete and inaccurate statement of his relations to the property to say that he is merely its custodian. (emphasis supplied) Thus whatever may be the other powers of a Receiver dealing with the property which is in custodia legis while in his custody, he is not to be construed as either an assignee or beneficial owner of such property. 24. In Wise v. Lansdell (1921) 1 Ch 420, it was held that in the case of a bankrupt whose name was still on the Register of Members of a company as between himself and the company, the bankrupt, so long as his name remained on the register was entitled to vote in respect of the shares, though as between himself and the mortgagees he could vote only as they dictated. But the right to vote was held to be unimpaired as long as his name appeared on the register. 25. In a later case, Morgan v. Gray (1953) 1 Ch 83, 87, after referring to the decision in Wise v. Lansdell (1921) 1 Ch 420, Danckwerts J. observed: It seems to me that, unless there is some provision in the company's articles or in the Companies Act which empowers me to say that the bankrupt is no longer a member of the company, and is, the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ithstanding the fact, an emphatic contention is advanced on the side of the Appellants in both Appeals that there is no iota of evidence to exhibit in the instant case, that the Assets and Liabilities of APIIC were apportioned physically to the 1st Respondent / TSIIC / Petitioner , yet this Tribunal , is of the considered view that in terms of the ingredients of Section 53 of the Andhra Pradesh Reorganisation Act, 2014, every Government Asset Viz. located in the State of Telangana shall by an Operation of Law will become the Assets of the State of Telangana . 169. Besides the above, this Tribunal , makes a pertinent and useful reference to the ingredients of Section 68 of the AP Reorganisation Act, 2014, which proceeds as under: (1) The companies and corporations specified in the Ninth Schedule constituted for the existing State of Andhra Pradesh shall, on and from the appointed day, continue to function in those areas in respect of which they were functioning immediately before that day, subject to the provisions of this section. (2) The assets, rights and liabilities of the companies and corporations referred to in sub-section (1) shall be appor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Appellants any further, because of the fact that this Tribunal , has opined that the 1st Respondent / TSIIC / Petitioner has every Locus , to file a CP/36/2021 , under Section 241-242 of the Companies Act, 2013, before the Tribunal ( National Company Law Tribunal , Hyderabad), and the same is per se entertainable / maintainable , for an Inquiry , in the eye of Law . 175. As regards the submission of the Appellant side that on earlier occasion, the Petition , filed by the APIIC on the ground of Oppression and Mismanagement and the same being withdrawn , owing to the Non-completion of Demerger , this Tribunal, is of the cock sure opinion that the withdrawal of earlier Company Petition , is neither a Bar nor there being a Resjudicata Principle , being applied to the instant CP/36/2021, filed by the 1st Respondent / TSIIC / Petitioner , before the Tribunal . 176. In regard to the plea taken on behalf of the Appellants (in Comp. App (AT) (CH) No. 87 of 2022) that instant Disputes arise out of the Memorandum of Understanding dated 06.11.2002, Collaboration Agreement dated 19.08.2003 and the Supplementary Agreement dated 19.04.2005, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is incumbent upon the party, while the matter is still fresh in the minds of the Judges, to cull the attention of the very Judges who have made the record. That is the only way to have the record corrected. If no such step is taken, the matter must necessarily end there. It is not open to a party to contend before this Court to the contrary. This Court cannot launch into an enquiry as to what transpired in the High Court. It is simply not done. Public policy and judicial decorum do not permit it. Matters of judicial record in that sense are unquestionable. However, the Court can pass appropriate orders if a party moves it contending that the order has not correctly reflected happenings in Court. 179. As regards, the plea of the Appellants (in both Appeals ), none of the Written Submissions and the Case Laws relied upon by them were not considered by the Tribunal at the time of passing the impugned order dated 25.07.2022 in MA/21/2021 in CP/36/2021, this Tribunal significantly points out that the Judicial Proceedings , Orders / Judgments of a Tribunal , do have a sanctity and in our Justice Delivery System . The conduct of Judicial Proceedings / Discharg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ves and Assignees or any other Entities and their Nominee Directors in the Respondent No.1 Company ( Appellant / M/s. Emaar Hills Township Pvt. Ltd. in Comp. App (AT) (CH) No. 84 of 2022), to not, in any manner, deal with or otherwise dispose of or encumber, alienate, transfer and / or create Third Party interest in the Assets and Properties of the Respondent No. 1 company and the same being granted by the Tribunal in its impugned order dated 25.07.2022 in MA/21/2021 in CP/36/2021, this Tribunal points out that the aforesaid interim order , passed by the Tribunal , making prima facie observations that the contentions raised in the Petition are in the Public Interest and it is the property of the State , which is being sold away or alienated in a very deceitful manner, by the Respondent Companies through their Agents , pending full consideration of controversies, in the main CP/36/2021, at this distant point of time, are not displaced by this Tribunal , because of the fact that the intent of the Tribunal at the time of passing the interim order of restraint , can very well be clearly gathered, in appreciating the case, in a proper and real perspectiv ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ioner has become the Shareholder of the Appellant / Company and considering the facts and circumstances of the instant case (especially, according to the 13th Respondent / RoC, Telangana, Hyderabad , an inquiry under Section 206 of the Companies Act, 2013, is under progress and consideration by the Government of India, Ministry of Corporate Affairs against the 1st Respondent / TSIIC / Petitioner / Company and as well as against the Appellant / M/s. Emaar Hills Township Pvt. Ltd / Company in Comp. App. (AT) (CH) No. 84 of 2022, this Tribunal comes to a consequent cock sure conclusion that the main CP/36/2021, filed by the 1st Respondent / TSIIC / Petitioner , before the Tribunal ( National Company Law Tribunal , Hyderabad Bench-II, Hyderabad), is exfacie maintainable in Law . However, the Order of Restraint , passed by the Tribunal in the impugned order dated 25.07.2022 in MA/21/2021 in CP/36/2021, in directing the Respondent Nos. 2 3, their Offices, Representatives, etc., in the 1st Respondent / Company ( M/s. Emaar Hills Township Pvt. Ltd. / Appellant in Comp. App (AT) (CH) No. 84 of 2022) not in any manner to deal with or otherwise dispose of / encum ..... X X X X Extracts X X X X X X X X Extracts X X X X
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