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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 ..... the basis of which the Petitioner had invested over ₹ 3,500 crores has not merely substantially, but had entirely failed. Further, that there was lack of any prospect of revival of the Company and that it was established beyond doubt that the existing and probable assets are insufficient to meet the existing liability. The Appeal Court also observed that the “purported scheme” proposed by the Respondent No. 2 for revival of the Company inspired no confidence. Accordingly, the Appeal Court concluded that, “ it has been established that the substratum of the company has gone. There is no prospect of money being brought in by anyone to make it a commercially viable enterprise.” In paragraph 51, the Appeal Court further observed that the Company “would be unable to do any business even unrelated to the 2G licenses for it does not have the financial capacity to do so. Any attempt to do any other business, including related to the three subsisting licenses would only result in disastrous consequences plunging the company to a situation far worse than it is today.” The Appeal Court dismissed the Respondent No.2's “purported scheme” by stating that, “the Scheme inspires littl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to wind up the Company under Section 433 (f) of the Act. The Company Petition is allowed. - Winding up application accepted. - COMPANY PETITION NO. 114 OF 2012 - - - Dated:- 20-2-2015 - Shri S. J. KATHAWALLA JJ. For the Appellant : Mr. Dinyar D. Madon, Senior Advocate, along with Mr. Pradeep Sancheti, Senior Advocate, Mr. Pesi Modi, Senior Advocate, Mr. Zal Andhyarujina, Mr. F.A. Sagar, Mr. Amit Vyas and Ms. Aanchal Vaswani, instructed by Mr. Mr. Madhur R. Baya, For the Respondent Mr. S.U. Kamdar, Senior Advocate, with Mr. Chirag Mody, Mr. Sharan Jagtiani, Mr.Ankit Lohia, Mr. Sajit Suwarna, Mr. M. Virjee, Mr. Rishikesh Soni and Mr. ManharS.Saini, instructed by M/s. DSK Legal JUDGMENT 1.Company Petition No. 114 of 2012 is filed by the Petitioner - Etisalat Mauritius Ltd. for winding up of Respondent No. 1Etisalat DB Telecom Pvt. Ltd. The Petitioner submitted in the Petition that it is just and equitable to wind up the Respondent No. 1 Company inter alia on the following grounds: (i) Loss of substratum of the Respondent No. 1 Company on account of the quashing of the 2G licenses by the Hon ble Supreme Court; (ii) Dysfunctional Board of Directors ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Companies Act, 1956 and holds 4.26 per cent of the shareholding of the Company. 3.6 After the incorporation of the Company on 13th July, 2006, on 1st October, 2007, Respondent No.2Majestic acquired 90.10 per cent of the equity shares of the Company and Shahid Balwa and Vinod Goenka were appointed Directors of the Company. The remaining 9.90 per cent shares were held by Delphi. 3.7 On 10th January, 2008, Letters of Intent for the grant of Unified Access Services Licenses ( 2G Licenses ) were issued to the Company by the Department of Telecommunications ( DoT ), Government of India. The Company met the funding required to pay the entry fees in respect of the 2G licenses through bank loans. 3.8 According to the Petitioner, thereafter Balwa and Goenka approached Etisalat through Deutsche Bank to convince Etisalat to invest in Swan Telecom Ltd. Balwa and Goenka in the course of negotiations made false representations as to the lawful manner in which the licenses were acquired. Amongst other representations, they represented that the licenses had no basis to be revoked/suspended/cancelled/terminated as they had fulfilled all legal obligations and due procedure. Warranties we ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... etitioner dated 30th April, 2012 and 24th July, 2012 and the table marked A18 summarizing authority given to Respondent No. 2Majestic through Board 3.11 On 17th March, 2009, the Petitioner invested an amount of ₹ 209.70 crores in the Company and was allotted 2 additional shares of the Company. The said sum of ₹ 209.70 crores was the equivalent of spectrum fee payable by Respondent no. 1 for the Rajasthan and Haryana circles under the 2G licenses. 3.12 On 21st October, 2009, the CBI filed a FIR against unknown officers of the DoT and unknown private persons and began an investigation into the process of allocation of 2G spectrum by the DoT. 3.13 On 25th May, 2010, the Petitioner invested a further amount of ₹ 106.95 crores in the Company and was allotted one additional share of the Company. The said sum of ₹ 106.95 crores was the equivalent of the spectrum fees payable by the Company for the Bihar and Madhya Pradesh circles. With this remittance, the total investment made by the Petitioner in Respondent No. 1 was ₹ 3545.09 crores. 3.14 On 14th February, 2010 and 3rd January, 2011, Public Interest Litigations (PILs) were filed in the Hon ble ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ness of Respondent No. 1 in terms of the 2G licenses; (ii) That the Petitioner failed to comply with the capital call made by the Board of Directors of the Company; (iii) That the Minutes of the Meeting of the Board of Directors held on 25th April, 2011 had been wrongly recorded; and (iv) That the Petitioner was responsible for the financial losses suffered by the Company on account of its mismanagement and unnecessary expenditure. However, on 1st August, 2011, Respondent No.2Majestic unconditionally withdrew the said petition filed before the CLB. On 2nd August, 2011, Balwa admitted in his letter to the Chairman of Etisalat (the holding Company of the Petitioner) that the decision to file the petition before the CLB was taken by his lawyers without his consent or concurrence and that such occurrence will never happen again. (Though Respondent No.2Majestic has disputed this letter in its affidavit dated 12th June, 2012, the same was not disputed during oral arguments). 3.16 On 22nd October, 2011, an order was passed by the Special CBI Judge framing criminal charges against Balwa, Goenka and the Company. 3.17 According to the Petitioner, Respondent No.2Majestic rep ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... resentations and misrepresentations. 3.22 On 23rd February, 2012, Goenka and Balwa issued a letter to the Board of Directors of the Company raising objections to the recording of Minutes of the Meeting held on 22nd February, 2012. On 28th February, 2012, the Company informed the DoT and the Telecom Regulatory Authority of India ( TRAI ) that it is shutting down its telecom network with effect from 31st March, 2012. 3.23 According to the Petitioner on 29th February, 2012, Respondent No.2Majestic threatened withdrawal of its nominee Directors in a letter addressed to the Petitioner and on 1st March, 2012, Respondent No.2Majestic withdrew its two nominee Directors from the Board of the Company. Out of the remaining three Directors, two are foreign nationals. The meeting of the Board of Directors could not be convened thereafter as it is stipulated under the Foreign Director Investment ( FDI ) scheme that a telecom Company must have a majority of Indian citizens on its Board of Directors. 3.24 Thereafter, the Petitioner filed the present petition on 12th March, 2012, seeking winding up of the Company on the grounds set out hereinabove. 3.25 On 29th March, 2012, criminal com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... stic have issued a letter admitting that it owed over ₹ 254 crores to PNB and that the appropriation of the funds of the Company by PNB against unpaid amounts due from Respondent No.2Majestic was illegal. 3.31 On the basis of the minutes consented to by the Petitioner, Respondent No.2Majestic, employees and creditors of the Company; on 3rd July, 2012, this Court in the above Company Petition passed an order in terms of the said minutes whereby an Authorized Person ( AP ) was appointed by this Court inter alia, to preserve and protect the assets of the Company and to mitigate and minimize costs and liabilities. 3.32 On 6th August, 2012, Respondent No.2Majestic issued dispute notice invoking arbitration against the Petitioner under the Share Subscription Agreement and the Shareholders Agreement dated 23rd September, 2008. On 14th August, 2012, the Petitioner has replied to the dispute notice issued by the Respondent No.2Majestic and denied all the allegations raised therein. It was further stated that PNB may have a claim against Respondent No.2Majestic in respect of the loans disbursed to it, but the Company is completely unconnected with the said loan transaction. 3 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eeking orders from this Court to direct the Company to submit its application for prequalification in the 2G auction, for which the last date notified by the DoT was 19th October, 2012. The said application which was opposed by the Petitioner was rejected by this Court by its order dated 18th October, 2012 and the Appeal preferred therefrom was also dismissed by the Hon ble Division Bench of this Court (Coram: Dr. D.Y. Chandrachud and A.A. Sayed, JJ.), on the ground that it is not possible for a shareholder of a Company to seek a direction to the effect that the Company should bid in respect of a particular contract and also that the Company evidently does not have sufficient resources to enter into contractual commitments. A similar application was made on behalf of Respondent No.2Majestic on 21st February, 2013 to bid for new 2G licenses which was again rejected by this Court. 3.36 The total amount claimed by the Company s creditors as on 12th April, 2013, as per the list submitted by the Authorized Person is ₹ 41,867,100,05.14. 3.37 The SCB which has a claim of ₹ 1465.95 crores against the Company and the Citi Bank which has a claim of ₹ 738 crores agains ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Authorized Person as a legal advisor on the same terms and conditions as to his remuneration as fixed by the company court. The Provisional Liquidator shall submit reports, including on the recommendations / suggestions of the legal advisor. The appeal, accordingly, stands disposed of. The operative part of this order shall remain stayed, upto and including 15th July, 2014. It is clarified that the petition shall not be advertised till 15th July, 2014. The time to deposit the amount of ₹ 10,000/towards costs of advertisement is extended till further orders of the learned company Judge. Liberty to apply in this regard. Till 14th July, 2014, the modification of the impugned order shall also remain stayed . 6. Reading of the order of the Appeal Court shows that the hearings before the Appeal Court were equally lengthy and both sides advanced arguments in great detail on all matters which were before the Company Judge and on certain further aspects which had arisen after the order of admission and during the pendency of the said Appeal. 7. The Respondent No. 2 being aggrieved by the order of the Appeal Court filed a Special Leave Petition being Special Leave to Appeal ( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... recorded the submissions of the parties on this aspect and held as follows: 44. It is submitted on behalf of the Company that merely because the Company Petition has been admitted, it does not necessarily mandate a final order of winding up of the Company. The Petitioner has submitted that the detailed admission order passed by this Court dated 30th July, 2013 has been confirmed by the order of the Hon ble Division Bench dated 2nd September, 2013 and the SLP preferred therefrom has been dismissed as withdrawn by the Company by an order of the Hon ble Supreme Court dated 30th September, 2013. It is submitted by the Petitioner that the said order/judgment though passed at the admission stage are binding even at the final hearing of the Company Petition. It is submitted that the orders do not merely record any prima facie view. Instead the findings in the orders have been made after considering all the facts and circumstances on record, the averments made, the arguments advanced and the evidence led on behalf of both the parties to the Company Petition. It is also submitted that since the SLP has been dismissed and the employees have chosen not to challenge the Division Bench ord ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and has submitted that notwithstanding the cancellation of the 2G spectrum UASL licenses by order of the Hon ble Supreme Court of India, the Company still has 3 valid telephone licenses for International Long Distance (ILD), National Long Distance (NLD) and Internet Service Provider (ISP) and the Company is capable of carrying on profitable business on the strength of these 3 valid licenses and the Company has reasonable prospect of carrying on 2G business by applying for fresh 2G license particularly when the Company has the assets and infrastructure to carry on 2G licenses. It is submitted on behalf of Respondent No.2Majestic that merely because the Company is currently making losses, it does not imply that the substratum of the Company is lost. It is submitted that as held in various judgments, it is not for this Court to decide whether the Company is capable of carrying on a profitable venture. Respondent No.2Majestic as shareholders of the Company have a business plan and are ready and willing to carry on the business of the Company as per its Memorandum. There is no basis for the Company to be wound up under the just and equitable clause on account of a baseless allegation o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... licenses had been cancelled, cease to do business within the outer limit of time provided by the Hon ble Supreme Court. The Company was using the telecom infrastructure under contracts with Reliance Infratel Ltd. and Reliance Communications Ltd. who shut down the power supply to the Company s telecom equipment from 31st January, 2012. According to the Petitioner, the Company does not have any other telecom infrastructure. 3.3 In fact, on 22nd February, 2012, the Board of Directors of the Company unanimously resolved to shut down the 2G operations in India as at 31st March, 2012, and it was so shut down on 31st March, 2012. Again shortly after the unanimous decision to shut down operations was taken by the Board of Directors of the Company, on or about 1st March, 2012, both the nominees of Respondent No.2 on the Board of the Company, who constituted two out of the three Indian Directors on a five member Board of Directors, unilaterally resigned from the Company s Board. This made the Board defunct as no real decisions could be taken without the consent of the majority shareholders. This had the effect of all the decision making operations at the Company coming to a complete halt. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at there were no disputes between the Petitioner and Respondent No. 2Majestic when the ILD/NLD/ISP licenses were acquired. The Petitioner has further correctly submitted that the suggested revival of the Company through these three licenses is baseless, as the proposal does not account for the substantial additional investment and risks involved in entering a new market in which neither the Company nor Respondent No.2Majestic has any prior experience or expertise. In any event, it is the considered view of the Petitioner that even if the Company were to commence this business, the costs involved would generate further liabilities and the earnings, if any, would not be sufficient to service the existing debts. It is therefore not in the interest of the Company to even attempt to commence such business. Again, the purported telecom infrastructure already deployed for operating NLD/ILD/ISP licenses has already been attached by the order of the DRT dated 16th April, 2012. Though by an order dated 9th January, 2013, the DRT has kept its order appointing Receiver in abeyance, the attachment continues to remain in effect. 3.6 As recorded hereinabove it is strongly contended on behalf o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent No.2Majestic has failed to disclose the most fundamental facet namely the source of funds required for the revival of the Company. This clearly demonstrates a nonserious and frivolous nature of the scheme prepared by Respondent No.2Majestic. 3.8 While the scheme is significantly silent on what steps are suggested to be taken by the Company to repay its creditors, the best offer that Respondent No.2Majestic has been able to make in respect of the creditors is repayment of the amounts in about 57 years and that too, not the entire debt but the reduced amount. This clearly shows that Respondent No.2Majestic intends the Company to be exposed to further risks and liabilities over a longer period of time, thereby diminishing the likelihood of settlement of the claims of legitimate creditors. As correctly submitted by the Petitioner, as the scheme is intended to be brought into effect only after the withdrawal of the Company Petition by the Petitioner and therefore after the Company s affairs are no longer within the purview of this Court, the purported scheme is clearly an attempt by Respondent No.2Majestic to selectively deal or not to deal with certain classes of creditors in fu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l staff of 16 employees to take care of the remaining assets of the Company. The Authorized Person had to make various payments in order to meet the current liabilities in the phase of preservation of assets pending the winding up of the Company. Since the filing of the present Petition, payments to employees towards salaries and benefits are in excess of INR 47 crores. Furthermore, approximately ₹ 1 crore has been spent on renewing Bank Guarantees. Over INR ₹ 1.1 crore have been paid towards warehousing and to landlords including by way of adjustment of deposits. A sum in excess of INR 93 lakhs has been incurred towards insurance premiums which again largely relates to fast depreciating, nonproductive assets which the Petitioners maintain must be disposed of immediately. As per the latest list of claims circulated by the Authorized Person on 12th April, 2013, the total amount claimed by the Company s creditors is above ₹ 4186.71 crores. By Report No. 26 of 2013, a further liability to Channel Partners to the amount of INR ₹ 10 crores has been shown by the Authorized Person. 3.11 In the aforesaid circumstances I am in agreement with the Petitioner that th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , it has been established that the substratum of the company has gone. There is no prospect of money being brought in by anyone to make it a commercially viable enterprise. In paragraph 51, the Appeal Court further observed that the Company would be unable to do any business even unrelated to the 2G licenses for it does not have the financial capacity to do so. Any attempt to do any other business, including related to the three subsisting licenses would only result in disastrous consequences plunging the company to a situation far worse than it is today. The Appeal Court dismissed the Respondent No.2's purported scheme by stating that, the Scheme inspires little, if any, confidence. It is vague and without material particulars. and in paragraph 61 concluded that they were in entire agreement with the Single Judge that the Company had lost its substratum and that any revival was unrealistic. 12.2 It is also very pertinent to note that the Authorized Person by his letter dated 26th August, 2014, addressed to the Official Liquidator (annexed to Pl Report OL/Liqn.V/6100 dated 4th January, 2011), has placed on record facts pertaining to the substantial tax demands which ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lakhs Four Thousand Five Hundred and Forty Seven only) demanded from the Company on account of tax for A.Y. 201011. - Appeal filed by the Company under section 246 (A) of IT Act in respect of the Assessment Order dated 24th April, 2014 which is pending before the Commissioner of Income Tax (Appeal) (15), Mumbai. - Notice of Demand issued by the Income Tax Department under Section 156 of an amount of ₹ 607,98,04,547/( Rupees Six Hundred and Seven Crores Ninety Eight Lakhs Four Thousand Five Hundred and Forty Seven only) demanded from the Company on account of tax for A.Y. 201011. - The Company paid an amount of ₹ 79,85,980/( Rupees Seventy Nine Lakhs Eighty Five Thousand Nine Hundred and Eighty only) in full payment of income tax demanded for A.Y. 200809. - With the sanction of the Hon'ble Bombay High Court, the Company paid ₹ 40,00,00,000/( Rupees Forty Crores only) on account of Income Tax demand for A.Y. 200708 and A.Y. 200910 in compliance with the condition for grant of stay. A refund of ₹ 9,41,18,399/( Rupees Nine Crore Forty One Lakhs Eighteen Thousand Three Hundred and Ninety Nine only) sanctioned to EDB for A.Y. 201213 has been adjus ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3545.09 crores in the Company as a result of the quashing of the 2G licenses by the Hon ble Supreme Court, which has clearly been occasioned by the illegal acts of the promoters of Respondent No. 2/Majestic (Balwa and Goenka) who were Directors and the main decision makers of the Company at the time of the acquisition of the 2G licenses on 10th January, 2008, which were declared to be illegal by the Hon ble Supreme Court. 4.2 The Petitioner and the Respondent No.2Majestic have separately raised civil disputes against each other under the Share Subscription Agreement and the Shareholders Agreement. The Petitioner has filed a suit for damages against Respondent No.2Majestic and its Promoters, inter alia, for the loss of its investment in the Company. Respondent No. 2Majestic has issued a dispute notice against the Petitioner for disputes allegedly arising out of unspecified terms of these agreements. 4.3 Both the principal shareholders have made very serious allegations against each other. Both of them attribute the present state of the Company to each other. There exists complete mistrust between the two principal shareholders and both the principal shareholders believe that ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aforestated facts a deadlock situation is created in the Company. The Learned Senior Advocate appearing for the Respondent No.2Majestic has submitted that the Petitioner has not set out a single instance of a deadlock situation. He submitted that under Clause 3.12.2 of the Shareholders Agreement dated 23rd September, 2008, the Petitioner was required to give a written notice if it regarded that a deadlock situation had arisen and the senior management was required to then try and resolve the same. The Petitioner has not given a single notice as required under Clause 3.12.2 of the Shareholders Agreement dated 23rd September, 2008. It is further submitted that there are four shareholders of the Company. There is no 50 - 50 shareholding between the Petitioner and Respondent No.2Majestic which could give rise to a deadlock situation. The voting in terms of the shareholding can tilt on either side in case of a difference of opinion between the Petitioner and Respondent No.2Majestic depending upon the votes cast by the other shareholders i.e. Respondent Nos. 3 and 4. Further, even on the Board of Directors three Directors are required to be nominated by the Petitioner and two by the Resp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany. They do not have any representation on the Board of Directors of the Company. In view thereof, the submissions advanced on behalf of the Respondent No.2Majestic and the case law cited in support of their submission that the Petitioner has falsely alleged that a situation of deadlock is created in the Company cannot be accepted and stands rejected . 14.1. The Hon'ble Appeal Court too has after recording its observations qua deadlock and loss of confidence in paragraphs 32 (page 23), 33 (page 24), 67 (page 4851), 68 (page 51), 72 (page 55), 76 (page 58) and 77 (page 58) observed that indeed a deadlock in the management has arisen in the present matter and that the Petition must be admitted on the ground that there is more than just a prima facie case that the substratum of the Company has gone with almost no hope of it being revived, there is a complete breakdown in the faith and trust between the main Partners i.e. the Appellants and the Petitioners and that there is a total deadlock in the management of the Company and on its Board of Directors. 15. ALLEGATIONS AS REGARDS CONDUCT OF THE PETITIONER: (i) Collusion with Standard Chartered Bank and the Citi Bank: I ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ers appearing for the Company before other forums at the same time. No plausible explanation for nonappearance on behalf of the Company before DRT1 has been given by the Company or the Petitioner herein. The said collusion is also apparent from the emails annexed to the affidavit dated 12th June, 2012 filed by an employee of the Company, whereby it is evident that the Petitioner s Advocates have vetted the draft reply proposed to be filed by the Company and even consulted SCB in the process. It is further submitted that though it is true that the nominee Directors of Respondent No.2Majestic had signed a balance sheet of the Company admitting the dues of SCB, signing of the said balancesheet cannot be construed as a judicial admission. 6.1.2 In response, the Petitioner has pointed out that Respondent No.2Majestic nor the Company have never denied the SCB debt in the Company Petition or in the proceeding before the DRT. The SCB debt is admitted in the Company s balance sheet which is signed by Balwa/Goenka. The order dated 9th January, 2013 passed by DRT also recognizes/takes cognizance of the existence of the SCB debt. The DRT observed that the debt is appearing in the Company s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , both being Senior Officers of the Company were both present in the Company and could have taken steps to represent the Company in the DRT proceedings. It is submitted that it has never been the contention of Respondent No.2Majestic that these two senior most officials of the Company were in any way prevented from defending the DRT proceedings. It is pointed out that the Petitioners secondees had resigned with effect from 1st April, 2012 and its nominee were out of the country. Pratap Ghose had already been detained at the Airport on 4th April, 2012 and was being subjected to daily intense police questioning (mostly about the present Petition) for an entire month, at the behest of Balwa and Goenka/Majestic. The Board of the Company was dysfunctional post the unilateral resignation of the Directors of Majestic. The Channel Partners and other persons acting in concert with Balwa and Goenka threatened the Petitioner s secondees and Pratap Ghose. 6.1.4 It is submitted on behalf of the Petitioner that the allegation advanced on the part of Respondent No.2Majestic that the documents viz. the letter of comfort from Emirates Communication Corporation and the covenants to the effect tha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... only on execution of suitable documentation between the Company and SCB, the said loan facilities were disbursed. Thus, SCB validly and legally granted the loan to the Company much prior to the filing of the present Company Petition. The Respondent No.2Majestic or their nominees never objected to the facilities granted by SCB at the time of disbursal. The Company failed and neglected to pay the outstanding dues and committed series of events of default under the said loan facilities. In view thereof, the allegation of Respondent No.2Majestic regarding the alleged preference given to SCB by the Petitioner /Etisalat Group over the other Banks is misconceived and devoid of any merit. SCB has further pointed out that the SCB is a secured creditor of the Company which is indebted to SCB in the sum of ₹ 1465.95 crores approximately as of March 31, 2012 with interest thereon till the date of payment. It is pointed out on behalf of the SCB that the balance sheet for the year ended 31st March, 2011 expressly admits the then existing liability of the Company to SCB in the sum of ₹ 781.8 crores approximately as per ScheduleC of the said balance sheet. ScheduleC mentions that the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... regard to the Company Petition before this Court. However, on the contrary the said emails disclose the intent to inform the creditor banks of certain proceedings filed before the learned TDSAT by Reliance Telecommunications Ltd. and Reliance Infracon Ltd. In fact, pursuant to the said intimation by the Petitioner, SCB did attend the proceedings before the learned TDSAT with a view to protecting its interest particularly with regard to the security in its favour, by bringing to the notice of the learned TDSAT the relevant facts relating to the security. SCB further after filing its claim before the DRT, Mumbai, and after obtaining adinterim orders therein also sought to bring the said facts to the notice of the learned TDSAT which is inter alia recorded by the learned TDSAT vide its order dated May 3, 2012. 6.1.8 SCB has submitted that it is pertinent to note that the Authorized Person took out a Misc. Application No. 389 of 2012 to vacate the adinterim order passed by the DRT, Mumbai in favour of SCB, wherein the fact of exparte ad interim order having been passed was also brought to the notice of the DRT, Mumbai. Inspite thereof, by a reasoned order, the DRT refused to vacate the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iary viz. Tech Mahindra Limited valid upto 30th June, 2011. Tech Mahindra was entitled to invoke and make a claim under the Bank Guarantee in accordance with the terms thereof. The said Bank Guarantee was therefore in force till the same was invoked by Tech Mahindra. On 1st March, 2012, Citibank received a letter from Tech Mahindra Ltd. invoking the Bank Guarantee of Citibank on account of default in the payment of invoices by the Company for quarter ending 31st December, 2011, on the agreed due dates of 31st December, 2011 plus 60 days from the due date for the respective quarters as stated in the Bank Guarantee and demanding payment thereunder. This demand was in terms of the Bank Guarantee and within its validity period. Citibank was therefore bound by this demand. In view thereof, the liability of Citibank to make payment under the Bank Guarantee became absolute. By its letter dated 2nd March, 2012, Citibank brought to the notice of the Company the letter dated 1st March, 2012, from Tech Mahindra and that Citibank was in the process of making the payment to the beneficiary and requested the Company to immediately reimburse/fund Citibank the amount under the BG Facility which th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o receive payment under the said documents from Citibank. Citi Bahrain thus became entitled to demand payment of the said amount from Citibank and upon such demand it was the liability of Citibank to pay the said amount to Citi Bahrain. Upon payment, Citibank was entitled to seek reimbursement of the said amount from the Company as the opener of the LCs. On 31st May, 2012, Citibank transmitted the sum of USD 103,945,631 to the account of Citi Bahrain. Upon making the aforesaid payment to Citi Bahrain viz. the Reimbursing Bank under the said LCs, the contingent liability of the Company became an absolute liability. Citibank is entitled to recover the said amounts from the Company. Citibank vide its letter dated 21st June, 2012, intimated to the Company about the payment made by Citibank to Citi Bahrain and called upon the Company to make the said payment of USD 103,945,631. Citibank received a letter dated 29th June, 2012, from the Advocates for the Company, inter alia, expressing its inability to pay the dues, inter alia, on the ground that Winding Up Petition against the Company is pending in this Court and an order of injunction has been passed in the said Winding Up Petition by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the transparent dealings between the Petitioner and the said Banks. The loans and advances applied for and obtained by the Company are supported by the Resolutions passed by the Board of Directors of the Company which includes the nominees of Respondent No.2Majestic. The said loans are shown payable to the respective Banks by the Company in its balancesheets which are inter alia signed by the nominee Directors of the Respondent No.2Majestic. The Respondent No.2Majestic has at no point of time disputed the claims of SCB as well as of Citibank and has not done so even in the present proceedings. I find nothing incorrect on the part of the CFO of the Company having admitted in his affidavit the amounts due and payable by the Company to the said Banks, which amounts are not denied/disputed by the Respondent No.2Majestic till date, more so when the transaction with the Bank are supported by overwhelming documentary evidence. Both the parties have filed their independent proceedings before the DRT. It is incorrect to suggest that the DRT, Mumbai passed an order appointing Receiver in respect of the movable and immovable properties of the Company only because the CFO of the Company admitt ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... espondent No. 2 in order to raise excuses to contend that the Petitioner's alleged conduct does not entitle them to any reliefs in the Petition. The said paragraphs 6. 2 to 6.2.7 are reproduced hereunder: 6.2 Due to unilateral secret and illegal decisions/conduct, the Company which was managed by the Petitioner suffered losses and was unable to effectively commence its business. It is submitted on behalf of Respondent No.2Majestic that the Petitioner had represented that it had operations in the Middle East, in Africa and other countries and that it had significant experience, ability and expertise in carrying on the telecom business as an International Telecom Operator. The Respondent No. 2 had entered into the aforesaid agreements with Etisalat viz. the Share Subscription Agreement, the Shareholders Agreement and the Management Services Agreement, as it was desirous of taking on Board a strategic partner with a proven track record and expertise in carrying on and guiding the day to day operations of the Company. Pursuant to the said Agreements and the deputation of the secondees by the Etisalat Group, they were put in management and were responsible for the day to day aff ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... till under investigation. In contrast to the failure and inability of the Petitioner to launch telecom services, other Companies such as Uninor and MTS which were granted the licenses at the same time as the Company, have been able to garner significant market share and are expanding their customer base. These Companies have despite cancellation of their licenses submitted bids and have been successful in obtaining licenses in the subsequent fresh round of auction by DoT. 6.2.1 The Learned Advocate appearing for the Petitioner has in response pointed out that despite the aforestated agreements entered into by and between Respondent No.2Majestic with Etisalat including the Management Services Agreement, in reality Balwa and Goenka together with the CEO, the Chief Regulatory Officer, the Chief Legal Officer, who were hired by them prior to the Petitioner s investment, managed the Company on a daily basis. Balwa was the Managing Director of the Company and he also served as Vice Chairman on the Board of the Company. This position, in conjunction with the fact that a permanent Chairman was never elected, further increased his influence qua taking decisions on the Board and in the ma ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The Petitioner has submitted that Respondent No.2Majestic has even earlier made similar allegations before the CLB in a Petition filed under Sections 397/398 of the Companies Act and has later unconditionally withdrawn the same. It is submitted that failure to meet its roll out obligations was inter alia due to Balwa exercising great degree of control over the Company and at times would ensure that his opinion prevailed over the advice of the management leading to delays. The poor services by Reliance also caused great delay, as is reflected in various Board Resolutions. It is submitted that Company s failure to implement its business plan and to meet its roll out obligations was severely hampered by the commercial environment and technical and legal problems associated with roll out operations which were then seriously exacerbated by commencement of the various legal proceedings against it (for the most part arising out of the conduct of Balwa and Goenka), including the CBI investigations and subsequent criminal trial, the Supreme Court proceedings and the various investigations/proceedings by the Regulators, the DoT and the Enforcement Directorate, including the FEMA proceedings ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... In fact, after Respondent No.2::: Majestic s alleged initial equity investment, it never contributed material funding to the Company. Respondent No.2Majestic purchased UAS licenses primarily from the debt taken by Respondent No.2Majestic and/or the Company. The Petitioner s total investment in the Company was allegedly used to repay this debt. On 5th and 22nd July, 2010, at the instance of Mr. Balwa, the Board of the Company resolved that the funds are not required by the Company and shall be returned to PNB. Since Balwa funded the capital call through a PNB Loan, the amount ought to have been returned to PNB. However, the Respondent No.2Majestic used the funds to fund its other businesses including the payment of DB Group loans. As per the orders of this Court, the Authorized Person has got a suit drafted and settled against PNB, Balwa and Goenka for colluding to misappropriate the assets/monies of the Company. 6.2.3 The Petitioner has also denied the allegation that it has failed to utilize the sanctioned loan of ₹ 6,700 crores by the ICICI Bank. The Petitioner has explained that different Bank loans were taken for different purposes. SCB loan was for purchase of equipme ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... its nominee Directors copies of the Minutes of the Board Meetings, the Petitioner has submitted that it was the responsibility of the Company to draft the minutes of the meeting. Mr. Afzal Lodhi, the Company Secretary of the Company had this responsibility and they were to be sent to the Chairman for approval. The allegation therefore that the Petitioner incorrectly recorded the minutes or failed to give copies of the same to the nominees of Respondent No.2Majestic is in correct and denied. 6.2.6. As regards the allegation that in contrast to the failure and inability of the Petitioner to launch telecom services, other Companies such as Uninor and M.T.S. desired cancellation of their licenses, and submitted bids and have been successful in obtaining licenses in the subsequent fresh round of auction by DoT, the Petitioner has submitted that the Company cannot participate in an auction for any fresh licenses without further funding. The Company has been unsuccessful as the bankers have refused to lend to it. Respondent No.2Majestic has indicated that it cannot bring in further capital. Even its alleged revival plan requires the Banks to wait for a period of 5 years before any rep ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in paragraphs 6.3 to 6.3.2 set out in detail the allegations made by the Respondent No. 2, the response thereto by the Petitioner and the finding of this Court that the Respondent No. 2 has not established that the nominees of the Petitioner have failed to comply with its roll out obligation and have unilaterally shut the business of the Company or have committed any illegal actions or conduct resulting in show cause notices/demand notices being issued to the Company. The said paragraphs 6. 3 to 6.3.2 are reproduced hereunder: 6.3 The nominees of the Petitioner failed to comply with its roll out obligation and unilaterally shut the business of the Company. Due to such illegal actions and conduct of the Petitioner several show cause notices/demand notices are issued to the Company. The Respondent No.2Majestic inter alia alleged that (i) the Petitioner failed to ensure that the Company complies with its roll out obligations under the UASLs. Though the Hon ble Supreme Court passed an order cancelling 122 UASLs issued by the Govt. of India including 15 UASLs held by the Company, the Hon ble Supreme Court extended the validity of the licenses until fresh auctions would take place; ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... which can be seen from the video recording taken at the time of the passing of the Resolutions. It is also correctly pointed out that the argument in regard to the affirmative vote is a red herring. The affirmative vote provision pertains to decisions which are to be taken for the purpose of running the business and any change therein. Such affirmative vote cannot be expected in the present situation where the Hon'ble Supreme Court has held that Respondent No.2Majestic, Balwa and Goenka are guilty of such acts which make it impossible for any respectable person to carry on business in partnership with Balwa and Goenka. Furthermore, it is impossible to contemplate that such a person will give an affirmative vote thereby admitting to the charges. In support of its submission that the decision for shut down of the business was not unilateral, the Petitioner has also pointed out that Dr. Buddhiraja (Majestic s appointee) signed all the letters addressed to TRAI and DoT. It is submitted that the said decision was taken by consent by the Board of the Company because of the cancellation of the Company s UAS Licenses by the Supreme Court judgment dated 2nd February, 2012; dire financia ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or conduct resulting in show cause notices/demand notices being issued to the Company:. 16. The submission advanced by Respondent No. 2 that, since the Petitioner by filing the suit selected an alternate remedy and cannot move this Court with the Petition seeking winding up on just and equitable ground, is already rejected by this Court by holding that the suit for damages is not an alternate remedy for a winding up petition. The Petitioner does not seek to benefit financially or recover its losses in the winding up petition which is primarily for the benefit of the creditors (Paragraph 7 of the order of admission). 17. The Respondent No. 2 has contended that the Petitioner has wrongly relied on events post the filing of the Petition in support of the Petition. This Court has already dealt with and rejected the said contention as untenable and baseless in paragraphs 8.1 to 8.4 of the order of admission, which are reproduced hereunder: 8.1 The Learned Senior Advocate appearing for Respondent No.2Majestic has next submitted that the Petitioner has wrongly relied on events post the filing of the Petition in support of the admission of the Petition. It is submitted that the P ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion in Mohan Lal vs. Grain Chamber Ltd. (supra) and paragraph 30 of the decision in Hind Overseas Pvt. Ltd. (supra). Furthermore, the Petitioner while relying on events post filing of the Petition has not based its case solely on the same. It is submitted that the events prior to the filing of the Petition are more than sufficient to wind up the company. The events post filing of the Petition were put forth to the Court only to demonstrate how the situation has further deteriorated and as to how Respondent No.2Majestic also realizing the same had consented to various employees being laid off, etc. It is submitted that if Respondent No.2Majestic's submission is accepted, an absurd situation could arise i.e. a Company which at the time of filing of the Petition deserves to be wound up by the Court, cannot continue its winding up petition despite the fact that during the pendency of the Petition, the situation had improved and by the time of the final hearing no case for winding up was made out. It is further submitted on behalf of the Petitioner that there is no implied overrule of the three judgments relied upon by the Petitioner by the judgment of Sangramsingh Gaikwad. It is su ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nto and/or consider the same on its own or at the instance of any party before the Court whilst taking a decision in regard to the admission of the above Company Petition. Paragraph 200 of the decision of the Hon'ble Supreme Court in Sangramsingh P. Gaikwad (supra) does not assist the Respondent No.2Majestic in any manner because the cognizance of the reports of the Authorized Person is not taken by the Court to cure any defect in the Company Petition or to fill up the lacuna by other evidenceoral or documentary. The question of amending the Petition also does not arise. Though it is true that the Authorized Person was appointed without prejudice to the rights of either party, it is not the contention of the Petitioner that since the Authorized Person was appointed by an order dated 3rd July, 2012, the Company Petition should be admitted. At the same time it also does not imply that the Court should not take into account the situation of the Company at the time of hearing the matter. In view thereof, the submission advanced on behalf of the Respondent No.2Majestic viz. that the Petitioner has wrongly relied on events post the filing of the Petition in support of the admission o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at the hearing of the Petition. 20.1. Further with regard to the video recording of the meeting of the Board of Directors of the Respondents dated 22nd February, 2012, the Appeal Court in paragraph 160 observed thus: ...We are not inclined at this stage to express any conclusive opinion on the basis of the video for admittedly the entire meeting was not recorded. This aspect would require further consideration. The Appeal Court, however, in paragraph 162 went on to observe that: However, even assuming that the petitioner is unable to establish that the appellant agreed to shut down, it would make no difference. It would make no difference even if we were to presume that an affirmative vote of the appellant was required in respect of the shut down and that the appellant had not given its affirmative vote. Even assuming that the appellant had not agreed to shut down, it would not prevent the petitioner from maintaining a petition for winding up the company, including on the just and equitable ground . 20.2 As regards the video recording of the meeting of the Board of Directors of the Respondents dated 22nd February, 2012 and the minutes of the Board Meeting dated 19th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by the Government of India. Till such time the Telecom Companies were required to maintain their licenses. Therefore, the unilateral and illegal decisions to shut down operations as mentioned above, contravened the license conditions. As a result of this, the Company was visited with a penalty of ₹ 650 crores calculated at ₹ 50 crores per circle for 13 circles. 20.4. It is submitted on behalf of the Petitioner that the order of the Appeal Court has clearly found that irrespective of whether the shut down was unilateral, the present Petition is maintainable. Without prejudice thereto, it is submitted that in any event the video recording makes it clear and free from all doubts that the Respondent No. 2 and/or its Nominee Director did in fact unanimously approve the shut down of the network at the meeting of 22nd February, 2012. It is submitted that the Respondent No. 2's letter dated 24th February, 2012, in which they purported to raise objection to the decision on network shut down taken the previous day was obviously an afterthought. Moreover, it was also motivated and in the nature of a counterblast to the suit which was filed by the Petitioner on 23rd February ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ussion on this aspect would take place on 22nd February, 2012. Significantly, on 19th February, 2012, also no objection/protest was made by the Respondent No.2 and/or its Nominee Director with regard to the network shut down. The Minutes of 19th Februaruy, 2012, are also not disputed. On 22nd February, 2012, Resolution 5 (a) came to be passed which reads as under: Resolution No. 5a. 1. The board notes that the Supreme Court judgment of 2 February 2012 would have the effect of cancelling the company's UAS licenses to operate mobile telecommunication network with effect from 2 June 2012. This decision will remove the company's ability to operate its current mobile communication business from that date. The board noted that the eligibility criteria and process for rebidding for the license and spectrum has not been determined and is currently estimated to take some 400 days to complete. Having considered all the issues including the historical and likely future commercial performance of the company's business and based on feedback from EDB management from the DoT and TRAI, of all of the directors present resolved and the appropriate course of action was for the compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oner that the fact that Mr. Shahid Balwa and Mr.Vinod Goenka requested a further short discussion on some other aspects is entirely irrelevant and has no bearing on the authenticity, veracity and genuineness of the video recording. In fact, the Respondent No. 2's case on this aspect is without any material particulars as to what the further discussion was in respect of and/or whether it had any bearing whatsoever on the resolutions which were passed earlier. I am therefore of the view that the Respondent No.2's letter dated 24th February, 2012, in which they purported the objection to the decision on network shut down taken the previous day, was obviously an afterthought. I am therefore also of the view that the Board of Directors of Respondent No. 2, had unanimously approved the shut down of the network at the meeting of 22nd February, 2012. I also in respectful agreement with the view of the Hon'ble Appeal Court that even assuming that the Petitioner is unable to establish that the Appellant agreed to shut down the network, it would make no difference. The decision to shut down the network was in fact pursuant to the Hon'ble Supreme Court's order and judgment ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ntire relevance placed on the PMLA proceedings is totally false and baseless and the same is done only to prejudice this Court. 21.1 On behalf of the Petitioner it is submitted that the following paragraphs of the PMLA charge-sheet belies the aforestated submissions advanced on behalf of Respondent No.2 including the submission that in the PMLA charge-sheet the Company is not involved in any illegal transaction/money laundering. Sr No. Accused Paragraph/page of PMLA charge-sheet (Annexed at page 1537 of affidavit dated 18th August, 2014. 1 Mr. ShahidBalwa/Mr.Vinod Goenka (a) Para 1.3 at page 4. (b) Para 8 at pages 89 to 99. (c ) Para 2.1 to 2.5 at page 111 to 113. (d) Para 12.2 at page 128 to 129. 2 STP/EDB (a) Para 1.3 at page 4. (b) Para 5.4 at page 50. (c )Para 8 at page 89 to 99. (d) Para 11.2 to 11.5 at page 105 to 107. (e) Para 9.1 to 9.4 at page 121 to 122. (f) Para 12.9 to Page 131 to 132. The Petitioner has submitted that the Petitioner is a 100% subsid ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... efined under section 3 of PMLA in the period and manner as aforesaid which is punishable under section 4 of PMLA. Therefore, not only has STPL's role been expressly brought out, it has been charged under Section 3 of the PMLA. Respondent No.2's reliance upon the findings made by the Special Judge in the PMLA proceedings in his order dated 20th August, 2014, while granting bail inter alia to Mr. Shahid Balwa and Mr. Vinod Goenka is, as submitted by the Petitioner, misplaced. The learned Judge appears merely to have found that the accused have an explanation which is not absurd, farfetched or imaginary. The fact of the matter remains that serious charges have been levied against them and that they are currently on bail. 21.3 As regards the submission of the Respondent No. 2 that the PMLA proceedings are a subsequent event and that subsequent events cannot be a ground for winding up, as set out hereinabove and in paragraph 100 of the order of the Appeal Court, the subsequent facts can be relied upon by the Company Court while considering a Petition under Section 433 (f) of the Act on just and equitable ground. The subsequent events may be pleaded either by amending the Pet ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... with the Put Option inter alia in paragraphs 79 to 83. The order of the Appeal Court at paragraph 83 left open the question for further consideration at the hearing of the Petition. 22.2 According to the Petitioner, the exercise of the Put Option is contrary to and inconsistent with the Respondent No.2's claim that the Company ought not to be wound up on the ground that it is capable of being revived. Further and in any event, it is contrary to and inconsistent with the Respondent No.2's claim that Respondent No.2 is interested in reviving the Company and that it is possible to do so. It is also significant to note that till date, the Petitioner's exercise of the Put Option stands and has not been withdrawn. The Respondent No. 2's response viz. that the Put Option right is an independent and separate right available, is irrelevant in view of the Petitioner's submissions above. Further, the fact that the Put Option would have become time barred is also irrelevant. Lastly, the Respondent No.2's submission that the Put Option right having been initiated much later on, after the filing of the present Petition, and cannot be a ground for winding up is incorrec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e found at pages 927 and 951 to 953 of the Affidavit of the Petitioner dated 30th April, 2012. According to the Petitioner, in fact this issue has been decided by the Appeal Court. In paragraphs 125 and 129 of the order of the Appeal Court, the Appeal Court in the context of the issue with regard to the FIPB Approval observed that: Firstly, it is important to note that the petitioner did make an application to the FIPB, but the FIPB refused to grant the approval. It cannot, therefore, be said that the petitioner had failed to make an application to the FIPB for approval. Further, the appellant had filed a petition before the CLB under sections 397 and 398 of the Companies Act in which it raised this issue. The appellant thereafter withdrew the company petition. In conclusion, therefore, the FIPB approval not having been obtained, at the highest, affects only the Put Option rights of the appellant. That would be a private dispute between the petitioner and the appellant. Such a dispute cannot prevent the petitioner from maintaining the winding up petition. Secondly the record, as it stands, does not establish that the petitioner failed to obtain the FIPB approval. The learned Jud ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e FIPB approval. 24. As set out in paragraph 3.15 hereinabove, on 8th July, 2011, Respondent No. 2 Majestic filed a Petition under Sections 397 and 398 of the Companies Act before the CLB, making several allegations against the Company, the Petitioner and the Petitioner's nominee on the Board of Directors of the Company. However, on 1st August, 2011, Respondent No. 2 - Majestic unconditionally withdrew the said petition filed before the CLB. The same allegations are now reiterated by the Respondent No. 2 in defence to the above Company Petition seeking winding up of the Company. On this aspect the Appeal Court has in paragraph 87 of its order observed as follows: We are not inclined, at this stage, to consider the effect of these averments. They are made in the context of a petition under sections 397 and 398. That petition would have to be analyzed to see whether the averments therein militate against the appellant's defence to this company petition. The grounds in support of the appellants averments in the petition before the CLB that the conduct of the petitioner herein warrants winding up on the just and equitable ground may be entirely different from the grounds ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nnot be won without fighting it together and for which we need your support. I once again assure you of our fullest cooperation to fight legal batle together and look forward to your equal support. I have independent of the issue qua the Respondent No. 2 unconditionally withdrawing the CLB proceedings and once again reiterating the same in defence to the above Petition, held hereinabove that the said allegations are not acceptable. In any event, from a perusal of the contents of the said letter I am of the view that the Petitioner is correct in its submission that the allegations made in the Petition which were unconditionally withdrawn, were without any substance, since Mr. Balwa has in the said letter attributed the fate meted by Etisalat to other authorities who allegedly had a sinister design to drive away Etisalat from this country. 27. Respondent No. 2 has next submitted that a show cause notice dated 8th July, 2011, has been issued under the PMLA by the Directorate of Enforcement, Ministry of Finance, Government of India, asking to show cause as to why the investments made by Etisalat Group were not in violation of Indian laws. It was found in the said complaint that ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , it is pointed out that the Official Liquidator may appoint, with the sanction of the Court, an Advocate/Attorney or Pleader to assist him in the performance of his duties. 30. Section 459 of the Companies Act provides that the Liquidator may, with the sanction of the Court, appoint a legal practitioner to assist him in the performance of his duties. Rule 307 of the Companies (Court) Rules, 1959 also provides that the Official Liquidator may apply to the Court for sanction to employ an Advocate or Advocates to assist him, and the Court may, on such an application sanction such employment or pass such further or other orders as it may think fit. As set out in the order of Admission, the work involved in the present case for liquidation of the Company is complex in nature and inter alia involves: (i) giving instructions on behalf of the Company in respect of the ongoing litigations and cases against the Company including the CBI criminal trial which the Company is facing viz. the 2G trial , the FEMA proceedings and the PMLA proceedings, it also includes initiating and giving instructions in respect of proceedings filed by the Company, for instance in the suit filed by the Com ..... X X X X Extracts X X X X X X X X Extracts X X X X
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