9911796707
TMI Blog2019 (5) TMI 1355X X X X Extracts X X X X X X X X Extracts X X X X ..... with Section 11(2)(h) of Securities and Exchange Board of India Act, 1992 with the object of regulating acquisition of shares. Incomplete information submitted would be matter of concern. The figure 1,48,59,726 used by NCLT in the Impugned Order paragraph 35 and Paragraph 38 is deleted and the Impugned Order dated 15th March, 2019 stands modified accordingly - appeal disposed off. - Company Appeal (AT) No.78 of 2019 - - - Dated:- 9-4-2019 - Mr S. J. Mukhopadhaya, Chairperson And Mr A. I. S. Cheema, Member (Judicial) For The Appellant : Shri S.N. Jha, Senior Advocate, Dr. U.K. Chaudhary, Senior Advocate, Shri Neeraj Malhotra, Senior Advocate with, Shri Arpit Dwivedi, Shri Shubham Paliwal And Shri Prashant Jain and Shri Dhruv Gupta, Advocates For The Respondents : Shri Ramji Srinivasan, Senior Advocate with Shri Sagar Chakravarty, Ms. Sylona Mohapatra,Shri Nikhil Ramdev and Shri Rakesh Kumar, Advocates JUDGEMENT A.I.S. Cheema, J. : 1. The Appellant, who is one of the original Petitioners, has filed this Appeal challenging the Order dated 15th March, 2019 passed by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e was issued on 19th September, 2018 and Respondents were restrained from issuing any fresh equity. It is stated that thereafter the original Petitioners filed CA 435 of 2018 on 9th October, 2018 (Annexure A-10) claiming that the Respondent Company Guild Builders Pvt. Ltd. had on 12th September, 2018 further pledged 38,15,000 equity shares of Omaxe which were owned by Guild. It was also claimed that the Company Guild in addition to giving loans and advances to Omaxe and its subsidiary and associated Companies, had been pledging its assets including the shareholding in Omaxe as collateral for financial assistance which were being availed by Omaxe group. It is stated that Respondents filed Reply (Annexure A-11) and inter alia stated in para 5 (Page 670 of Appeal) as under:- Further, the shares of Omaxe Limited (Respondent no.14 Company) have been pledged by the Respondent no.1 Company on 14.08.2018 with respect to and in compliance of the terms and conditions of the said facility dated 30.03.2018 availed by Omaxe Chandigarh Extension Developers Limited and not the Respondent no.14 Company. Further, the Respondent no.1 company is ready and willing to com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he pledged shares were 7,32,65,971. The learned Counsel pointed out to the format (Page 697 and 698) annexed with the letter to show that this itself shows that 4,11,81,726 shares of Omaxe held by the Guild were unencumbered. The Counsel pointed out that the 8th column in this Format has the heading Type of Encumbrance (pledge/lien/non-disposal undertaking/ others) . According to the Counsel, if there was any type of encumbrance with regard to the concerned shares, the 8th column of the format required disclosure and as nothing was pointed out in this column, the defence taken by the Respondents before the NCLT that there were certain shares which were committed to the banks and so they had been excluded while giving the figure of 1,48,59,726 shares was unacceptable. It is argued similar is the situation with statement filed with National Stock Exchange. The Appellant claims that it was wrong on the part of the NCLT to have bound the Respondent so as not to encumber by way of pledge, lien, non-disposal including or otherwise limited only to the extent of 1,48,59,726 shares of Omaxe held by Guild. According to the Counsel, 4,11,81,726 shares should have been treated as unencumber ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Company Guild Builders. Referring to Statement of Account from 01.07.2017 to 25.01.2019 in relation to equity shares of Omaxe Limited, it is stated that this Transaction Statement along with Statement of Holdings (Page 41 of the convenience compilation) needs to be perused. The statement of holdings (page 41) may be reproduced which is as under:- STATEMENT OF HOLDINGS AS ON 26-01-2019 Sec Type ISIN Company Under Liquidation Settlement ID ISIN NAME Current Bal. Free Bal Safekeep bal. Locked in Bal. Pledge Setup Bal. Pledged Bal. Earmarked Bal. Pledge Bal. Value (Rs.) EQ INE800H01010 OMAXE LIMITED EQUITY SHARES 15550000.000 8750000.000 0.000 0.000 0.000 6800000.000 0.000 0.000 3310595000.00 ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
