Delhi High Court - Orders
Koninklijke Philips N. V vs Transsion Holdings & Ors on 29 July, 2024
$~42
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CS(COMM) 96/2024
KONINKLIJKE PHILIPS N. V. .....Plaintiff
Through: Mr. Sandeep Sethi and Mr. C.M.
Lall, Senior Advocates with Mr.
Ashutosh Kumar, Ms. Saya
Choudhary, Ms. Vrinda Bagaria,
Mr. Munesh Kumar Sharma, and
Mr. Vagish Pandey, Ms. Harsshita
Pothiraj, Ms. Ananya, and Mr.
Abhinav Bhalla, Advocates.
versus
TRANSSION HOLDINGS & ORS. .....Defendants
Through: Mr. Saikrishna, Ms. Julien George,
Ms. Anu Paarcha, Mr. Arjun
Gadhoke and Mr. Aniruddh Bhatia,
Mr. Kartikay, Advocates
CORAM:
HON'BLE MR. JUSTICE SAURABH BANERJEE
ORDER
% 29.07.2024 I.A. 34551/2024-Seeking necessary directions.
1. In the wake of the submissions made the learned counsels appearing for the plaintiff as recorded in order dated 22.07.2024, the plaintiff by virtue of the present application seeks the following reliefs:-
a. Restrain the Defendants, their affiliates, subsidiaries, officers, directors, distributors, customers, agents, or any person acting for and on behalf of the Defendants, by whatever name called, from divesting or disposing of any assets and/or shares held by them in India;
b. Restrain the Defendant No.2 from transferring, alienating, mortgaging, leasing, gifting or in any manner CS(COMM) 96/2024 Page 1 of 5 This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 31/07/2024 at 03:21:04 whatsoever parting with its assets and/or share to any third- party till the Plaintiff's interests are secured by this Hon'ble Court by passing appropriate orders;
c. Direct the Defendants to properly disclose details of assets (encumbered and unencumbered) held by them in India.
d. Direct the Defendants to disclose the particulars of the transaction taking place with M/s Dixon Technologies (India) Ltd. and the impact it may have on the corporate structure, as also the financial standing of the Defendants.
2. Learned senior counsels appearing for the plaintiff, at the outset, has firstly drawn the attention of this Court to the documents filed alongwith the present application vide Diary No. 2431367.
3. Drawing the attention of this Court to the statement of Property, Plant and Equipment of Ismartu India Private Limited, defendant no.2 as on 31.01.2023, it is submitted that the total value of the movable assets of the said defendant no.2 as mentioned therein is Rs.10,426.68 lacs and there are no immovable assets. Similarly, as per the statement of Property, Plant and Equipment of G-Mobile Devices Private Limited, defendant no.3 as on 31.01.2023, the total value of the movable assets of the said defendant no.2 as mentioned therein is Rs.346.85 lacs and there are no immovable assets. Lastly, as per the statement of Property, Plant and Equipment of S-Mobile Devices Private Limited, defendant no.4 as on 31.01.2023, the total value of the movable assets of the said defendant no.4 as mentioned therein is Rs.84.72 lacs and there are no immovable assets.
4. Thereafter, learned senior counsels appearing for the plaintiff has drawn the attention of this Court to a letter dated 08.04.2024 issued by CS(COMM) 96/2024 Page 2 of 5 This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 31/07/2024 at 03:21:04 M/s. Dixon Technologies (India) Limited to the Secretary, Listing Department of the National Stock Exchange as also the Bombay Stock Exchange regarding Intimation under Regulation 30 of the SEBI (LODR) Regulations, 2015 qua the defendant no.2.
5. Learned counsel appearing for the defendant submits that pursuant to the aforesaid letter by the said M/s. Dixon Technologies (India) Limited, the acquisition of the defendant no.2 has since been approved by the CCI and it is a matter of time only for the requisite formalities would be completed.
6. Learned counsel appearing for the defendant in response submits that the mere ownership is changing and the defendant no.2 is same.
7. Issue notice.
8. Learned counsel appearing for the defendant seeks, and is granted two weeks for filing the reply. Rejoinder thereto, if any, be filed within a period of one week thereafter.
9. In the meanwhile, to preserve the status of the parties and as there are no interim directions in the matter as also considering that the defendant no.5 is on the verge of taking over the defendant no. 2 and as per the own statement by the learned counsel appearing for the defendant the transaction has since been approved by the CCI, it is deemed appropriate to direct the defendants to file a list of the consequential chain of events alongwith the requisite documents therewith showing the complete transaction thereof, especially qua the takeover/ acquiring or as the case may be, of the defendant no.2 by the defendant no.5 in a sealed cover within a period of one week as also to direct the defendant no.2 to bring to the notice of this Court all other requisite steps being taken by it CS(COMM) 96/2024 Page 3 of 5 This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 31/07/2024 at 03:21:05 from time to time beforehand i.e. one week prior thereto.
10. Accordingly, list before the Court for arguments on 03.10.2024. CS(COMM) 96/2024
11. Though the present suit is already listed on 03.10.2024, however, in view of the accompanying documents filed by the plaintiff alongwith I.A. 34551/2024, especially seeing that, admittedly, the defendant no.2 is in the midst of changing ownership and further since none of the defendant nos. 2 to 4 have any immoveable assets within this country, under the peculiar and unusual facts and circumstances involved, this Court, exercising the power under Order I Rule 10 of CPC, directs M/s. Dixon Technologies (India) Limited to be impleaded as a party, i.e. as defendant no.5.
12. Let the amended Memo of Parties be filed within a period of one week.
13. Upon filing of the process fee, issue summons of the suit to the defendant no.5 through all permissible modes returnable before the Joint Registrar on 17.09.2024.
14. The summons shall state that the written statement(s) be filed by the defendant no.5 within a period of thirty days from the date of the receipt of the summons. Written statement(s) be filed by the defendant no.5 along with affidavit(s) of admission/ denial of documents of the plaintiffs, without which the written statement(s) shall not be taken on record.
15. Replication(s) thereto, if any, be filed by the plaintiff within a period of fifteen days from the date of receipt of written statement(s). The said replication(s), if any, shall be accompanied by with affidavit(s) of admission/ denial of documents filed by the defendant no.5, without which the replication(s) shall not be taken on record within the aforesaid period CS(COMM) 96/2024 Page 4 of 5 This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 31/07/2024 at 03:21:05 of fifteen days.
16. If any of the parties wish to seek inspection of any document(s), the same shall be sought and given within the requisite timelines.
17. List before the Joint Registrar for marking exhibits of documents on 17.09.2024. It is made clear that if any party unjustifiably denies any document(s), then it would be liable to be burdened with costs.
18. Accordingly, renotify on 03.10.2024.
SAURABH BANERJEE, J JULY 29, 2024/akr CS(COMM) 96/2024 Page 5 of 5 This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 31/07/2024 at 03:21:05