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TMI Blog2020 (3) TMI 1059X X X X Extracts X X X X X X X X Extracts X X X X ..... the original petition dated March 21, 2014. 2.1 The petitioners are the promoters of M/s. Deccan Chronicle Holdings Ltd. (DCHL), respondent No. 1 herein and were collectively holding more than Rs. 6 crores equity shares of Rs. 2 each of respondent No. 1-company, out of which 1,80,00,000 equity shares (40,00,000 equity shares of Rs. 2 each of petitioner No. 1 ; 40,00,000 equity shares of Rs. 2 each of petitioner No. 2 and 1,00,00,000 equity shares of Rs. 2 each of petitioner No. 3) have allegedly been transferred illegally in favour of respondent No. 2-ICICI Bank Ltd. 2.2 Respondent No. 1 herein is a public limited company, incorporated under the Companies Act, 1956, having its registered office at 36, Sarojini Devi Road, Secunderabad. Shares of respondent No. 1-company are listed in Bombay Stock Exchange. The main objects of respondent No. 1-company are enlisted in paragraph 1.4 of the petition. 2.3 Respondent No. 2-ICICI Bank Ltd., is a public company incorporated under the Companies Act, 1956. It is a banking company within the meaning of the Banking Regulation Act, 1949. 2.4 Respondent No. 3-M/s. Karvy Stock Broking Ltd., is a company incorporated under the Companies Act, 19 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... alleged that respondent No. 2 had issued letter dated February 24, 2014 (annexure P6) by which it was signified that invoking regulation 13(1) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1996 and regulation 29(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, it had acquired 1,80,00,000 shares, equivalent to 8.61 per cent. of total shareholding of respondent No. 1-company. Respondent No. 2 has further signified that they had increased their shareholding to 9.81 per cent., invoking pledge agreement. 2.11 It is averred in paragraphs 6.8 and 6.9 that National Securities Depository Ltd. (NSDL) had issued account statement dated February 25, 2014 (annexure P7) reflecting 40 lakh equity shares of petitioner No. 1 having been transferred to the account of respondent No. 2 by invoking the pledge agreement dated February 25, 2014. Respondent No. 2 vide letter dated February 27, 2014 (annexure P8) had further informed the petitioners about transferring of 1,80,00,000 pledged shares of Rs. 2 each in its favour. 2.12 The petitioners thereafter approached the Registrar and tran ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA). Its main objects are enlisted in paragraph 1.4 (page 3) of the amended petition, which are exactly the same as mentioned in paragraph 1.4 of the original petition. (ii) Rest of the averments made in the amended petition are the same as of original petition. Prayer clauses too are the same as of original peti tion. 4. Counter statement dated April 21, 2014 by respondent No. 2. 4.1 Respondent No. 2 has raised preliminary objection in paragraph 3 of the counter as to the jurisdiction of the Company Law Board citing the provisions of section 1(3) of the Companies Act, 2013. Since the Company Law Board is not in existence now and this Tribunal is seized of the matter, the contentions raised in paragraph 3 of the counter have no relevance. 4.2 It is averred in paragraphs 4, 5 and 6 of the counter that only regulation 44 of the Company Law Board Regulations, 1991 applies in the present case. Even such discretion is not exercisable when the petition itself is not maintainable in law. It is alleged that petitioner No. 3 had earlier filed a petition bearing C. P. No. 5 of 2013 before the Chennai Bench under sections 12 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... apital demand loan of Rs. 500 million as a sub-limit of LTWC. 18-6-2012 Pursuant to the said credit arrangement letter (CAL), respondent No. 1-company executed a corporate rupee loan facility agreement dated June 18, 2012 for an amount of Rs. 3,500 million. Respondent No. 1-company had also executed general conditions GComp Cas-08, dated June 18, 2012 which is applicable to the facilities provided by respondent No. 2. In order to secure the loans, DCHL had also executed a deed of hypothecation dated June 18, 2012 creating first pari passu charge over the current and movable assets of the company. The said charge was also registered with the Registrar of Companies. 25-7-2012 DCHL executed addendum to the deed of hypothecation dated July 25, 2012. 15-9-2012 Respondent No. 1-company and respondent No. 2 had agreed for modification of charge with regard to the charge created over the franchise agreement dated February 21, 2011 and to the said effect respondent No. 2 had issued letter dated September 15, 2012 agreeing to release the charge created over the franchise agreement dated February 21, 2011. 4.7 In paragraph 15 of the counter it is averred that respondent No. 2 vi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... U agreement provides that any failure by NDU providers to deposit and maintain NDU shares in the manner set out in the said NDU agreement, shall constitute an event of default. The petitioners ought to have deposited balance 3 crores shares in the DP account, but they have failed to do so. 4.10 In paragraphs 19 and 20 of the counter it is averred that transfer of 1,80,00,000 shares of respondent No. 1-company by invoking pledge agreement dated July 28, 2012 was not illegal, but it was pursuant to an event of default under ICICI Bank facility agreements and after due intimation to the petitioners vide mails dated July 12, 2012 and July 26, 2012. Subsequently, pledge agreement dated July 28, 2012 (annexure R10) for 6 crores shares has been executed. Such pledge of shares was communicated to the petitioners vide letter dated August 1, 2012 (annexure R14) by respondent No. 2 and vide letter dated August 7, 2012 (annexure R15) by 3i-Infotech (NDU agent). Said pledge of shares has also been disclosed in stock exchanges on August 10, 2012 (annexure R16) by 3i-Infotech as attorney of the petitioners. In flash report dated September 10, 2012 sub-mitted by respondent No. 1-company (annexure ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... refore, respondent No. 2 has legally invoked the pledge agreement and transferred 1,80,00,000 shares in its favour. 5. Reply dated December 19, 2016 by respondent No. 3-M/s. Karvy Stock Broking Ltd. 5.1 Respondent No. 3 contends in paragraph 5 of its reply that it is neither a proper party to the petition nor a party to the dispute in question nor a privy to the financial transactions in question ; therefore, it cannot be subjected to the jurisdiction of the Tribunal. Said statement is reiterated several times in this reply in various paragraphs. It is, therefore, contended that the petition deserves to be dismissed qua respondent No. 3 on this ground alone. 5.2 In paragraphs 6 and 7 of the reply the deponent has produced copies of certificate of incorporation dated March 30, 1995 (annexure R1) with the erstwhile State of Andhra Pradesh and the registration certificate (annexure R2) issued by the SEBI to carry on business of stock broking. 5.3 In paragraph 8(v) of the reply it is denied that respondent No. 3 is the Registrar of trading agent of respondent No. 1-company inasmuch as they do not carry on business as a Registrar trading agent, as alleged by the petitioners in parag ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... st 26, 2013 to February 24, 2014 of respondent No. 1 to one of the petitioners showing transfer of 40,00,000 equity shares of petitioner No. 1 to the account of respondent No.2. Such transfer is illegal when reference of respondent No. 1 was pending adjudication before the BIFR since August 26, 2013. 7. We have heard the practising company secretary for the petitioners. This is a petition filed under section 111 of the Companies Act, 1956. Originally company petition was filed before the hon'ble Company Law Board, Chennai bearing C. P. No. 4/111/CB/2014. On abolition of the Company Law Board and after establishment of National Company Law Tribunal, this case was transferred from the Company Law Board, Chennai and numbered as T. P. No. 149/HDB/2016. The petitioners claiming to be the share-holders are challenging invocation of pledge of equity shares 1,80,00,000. The petitioners are contending that transfer of shares in favour of respondent No. 2/ICICI Bank Ltd., is illegal. On the other hand it is the case of respondent No. 2-ICICI Bank Ltd., that the shares were pledged against the loan advanced. 8. Some developments took place when this case was pending. It is not necessary ..... X X X X Extracts X X X X X X X X Extracts X X X X
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