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TMI Blog2016 (7) TMI 876X X X X Extracts X X X X X X X X Extracts X X X X ..... en directed to disclose the full facts in the counter affidavit by specific order passed on 16.7.2015. It has been mentioned in para 17 that sale of its subsidiaries to M/s. Esys Global Holding meant that these liabilities were transferred to the buyer. Thus there is sale of assets and subsidiaries and the denial that there is no sale is incorrect statement. In the affidavit dated 24.7.2008 in paras 10 and 11, it is apparent that purchase by M/s. Esys Dubai of the assets of M/s. Esys Singapore and its subsidiaries after taking regulatory approvals which were required for transfer of shares. Thus, under the garb of transfer of shares, the respondents have completed the sale and is creating a screen to conceal this aspect. Deal with Teledata is also apparent from the aforesaid paras 19 to 21 of the affidavit of Mr. Vikas Goel. Unfortunately, the respondent has concealed the facts with respect to Teledata and has not come out with clean hands. The provisions of Rule 9 of the Rules and Clause 15 of the allotment letter have been clearly violated. Thus, we are of the considered opinion that the order passed by the High Court is not sustainable and resumption of the allotted land b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... due to violation of Rule 9 of the Rules and clause 15 of the allotment letter, action be not taken and allotment be cancelled and further why whole or part of the premium, EDC calculated till date of cancellation be not forfeited. The Estate Officer by order dated 24.9.2008 cancelled the allotment and ordered resumption of the site and ordered to forfeit 10% of the total premium, interest earned and other dues payable in respect of the site. Aggrieved by the same, the respondent preferred an appeal under section 10(1) of the Capital of Punjab (Development and Regulation) Act, 1952. The appeal was dismissed vide order dated 14.2.2011 passed by the Chief Administrative Officer, UT Chandigarh. The respondent preferred a revision before the Advisor to Administrator, UT Chandigarh. Same had been dismissed vide order dated 24.9.2008. It is pertinent to mention that the affidavit filed by Mr. Vikas Goel in the High Court of Singapore was placed on record and was referred to in the order passed by the revisional authority. Before the appellate authority, it was argued that the allottee company had transferred a major portion of shareholding changing its control to another company i.e. Esys ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... inforest v. Teledata Informatics and Others Arbitration in SIAC Singapore. (ii) Vikas Goel and Rainforest v. Ramachandran (Teledata CEO) and Others in New York . (iii) Esys India v. Teledata Perjury Application in Chennai. (iv) Esys India v. Teledata Winding up application in Chennai. (v) Baytech and Teledata v. Vikas Goel and Rainforest BVI. In the counter affidavit, it is contended that Rule 9 has not been technically violated by the respondent. Though, the respondent s shareholding pattern has undergone a change after allotment but it could not be a ground for the resumption of the allotment. Approximately one year out of three years has remained for raising the construction and before that order of resumption had been passed. The allotment was not speculative transaction. It was not intended to get unjust enrichment from the allotment at a concessional rate. The respondent fully satisfied the eligibility criteria. Office has been rented, furnishing cost has been incurred, Managers were relocated from Singapore and Delhi. Esys has relocated its key global functions to Chandigarh. There was delay of 5 to 6 months in handing over possession of the c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... have been made. Reliance has been placed by the appellant on certain portions of the affidavit of Mr. Vikas Goel indicating that there had been transfer of assets of subsidiary in India. The actual facts regarding transfer of shares to Teledata have been suppressed. Teledata had published unaudited results mentioning that Teledata along with its subsidiary is setting up a six acre TBO facility in Rajeev Gandhi Information Technology Park in Chandigarh. The affidavit filed by Mr. Vikas Goel in Singapore court indicates that he has signed an agreement to sell 51% stake to Teledata. Vikas Goel wanted to dupe Teledata and therefore surreptitiously transferred shares to Esys Global Holding, Dubai. It is a clear cut violation of the rules. Esys India had ceased its operations after 2010 as all its businesses were closed down and all the employees were laid off. The company has no business transaction, no employees, never deposited any PF nor filed sales-tax returns. It is a clear case of transfer of property. Transfer means transfer in any form whatsoever and howsoever styled. A prayer was made by respondent on 24.9.2007 to change the zoning plan. The prayer was declined on 25.10.2007 an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... emanded payment within days of the SEC Announcement. While Esys Singapore was negotiating with its bankers and suppliers, Esys Singapore was at the same time considering the various means by which it could raise funds to pay its creditors. One option it considered was through the sale of its assets, including its inventory, account receivables and subsidiaries. Esys Singapore approached several parties for this purpose. However, due to the deep financial crisis which Esys Singapore was in at the time as a result of the SEC Announcement, the offers which Esys Singapore received were based on liquidation value, as far as the subsidiaries were concerned. Only Esys Global Holdings Ltd. was prepared to buy certain subsidiaries including Ascent Capital Limited (which owned Esys Latin America), Esys India, and Esys Distribution (Korea) Ltd., based on these subsidiaries book values/fair market value, without any pre-conditions. 17. This offer by Esys Global Holdings Limited represented the best opportunity for Esys Singapore to maximize the amount of funds it could raise at that time to pay its creditors. Esys, Singapore therefore agreed to sell certain subsidiaries to Esys Global Hold ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sought to rely on the sale of Esys s assets, and on the transfer of my shares in Esys Singapore to show that Esys Singapore and I dissipated and will continue to dissipate our assets in the future. This is not true. Now that Esys Singapore is a subsidiary of Teledata, Esys Singapore has access to the resources of the Teledata group of companies. Given this, there is no need for Esys, or myself, to dissipate any of our assets. Indeed, Teledata has furnished numerous guarantees to Esys suppliers. Copies of some of these guarantees are annexed as VG-20 . The guarantees furnished by Teledata have enabled Esys Singapore to tide over a difficult period after the Plaintiff s SEC Announcement, which prompted a deep financial crisis for Esys Singapore. 36. It will also not be possible for any of Esys Singapore s assets to be dissipated as Teledata holds a charge over these assets. Teledata, being a public listed company, is accountable to its shareholders for any disposal of the assets of its subsidiary, Esys Singapore. Copies of the charges in favour of Teledata are collectively annexed as VG-21 . As this is publicly available information, it is surprising the Plaintiffs have chosen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Shares, are subject to the control of the Board of Rainforest, which is controlled by Teledata as the majority shareholder. As minority shareholder of Rainforest, I am certainly in no position to dissipate its assets. 12. A copy of Enterprise IT, 2008 has also been filed with rejoinder in which it has been reported that Teledata has acquired Esys. 13. In view of the aforesaid statement made in the affidavit of Mr. Vikas Goel, it is apparent that in spite of the clear direction made by this Court, the respondent has suppressed the facts with respect to its deal with M/s. Teledata Ltd. There is concealment of material facts by the respondent in spite of having been directed to disclose the full facts in the counter affidavit by specific order passed on 16.7.2015. It is apparent from the affidavit dated 2.7.2008 of Mr. Vikas Goel extracted above that in order to raise the fund to pay to its creditors, M/s. Esys Singapore considered its option to raise it through the sale of its assets and subsidiaries and M/s. Esys Global Holding Ltd. was prepared to buy subsidiaries including M/s. Esys India based on book value. It has been mentioned in para 17 that sale of its subsidiaries to ..... X X X X Extracts X X X X X X X X Extracts X X X X
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