Document Fragment View
Fragment Information
Showing contexts for: unitech group in Entertainment City Limited vs Simran Kaur on 25 July, 2022Matching Fragments
Company Appeal (AT) (Ins.) No. 431 of 2022 (1) The new Board shall be responsible for the management and control of the Unitech Group (including all its affiliates, trusts, subsidiaries etc.). The Order passed by this Court dated 20 January 2020 is applicable to all group entities of Unitech Ltd. The management is authorized to appoint and remove Directors/ Trustees of its subsidiaries/ trusts etc."
7. In the Application which was filed by the Appellant before the Adjudicating Authority, it was contended that by virtue of Moratorium as imposed by the Hon'ble Supreme Court orders dated 20.01.2020 and 24.03.2021, Section 7 Application filed against the Appellant which is a joint venture of Unitech Holdings Limited cannot proceed and Section 7 Application was deserved to be adjourned sine die due to Moratorium imposed by the Hon'ble Supreme Court.
8. The said Application has been rejected taking the view that Appellant is not entitled to the benefit of Moratorium and the Moratorium is not applicable on the Appellant. The subsequent order of the Hon'ble Supreme Court dated 24.03.2021 makes it clear that the Moratorium dated 20.01.2020 is applicable on Unitech Group (including all its affiliates, trusts, subsidiaries etc.). The Hon'ble Supreme Court clarified that the order dated 20.01.2020 is applicable to all group entities of Unitech Limited. The Group entities of Unitech Limited were already explained as all its affiliates, trusts, subsidiaries etc. The Appellant does not claim to be subsidiary of Unitech Holdings Limited rather it claims to be joint venture of Unitech Holdings Limited. The Appellant in the Appeal has given the details regarding its constitution. Appeal clearly mentioned that Appellant is joint venture of a wholly owned subsidiary of Company Appeal (AT) (Ins.) No. 431 of 2022 Unitech Limited and International Amusement Limited and thus, the entity of Unitech Group. Equity shareholding pattern of the Appellant has been stated in Appeal which is International Amusement Limited with 53.15% and Unitech Holdings Limited with 41.95%. The Appellant in the Appeal has pleaded that in pursuance of the order of the Hon'ble Supreme Court, new Board of Directors of the Unitech Limited nominated directors of the Board of Directors of the Appellant. In the Appeal, letter dated 17.06.2021 written by the Chairman and Managing Director of the Board of Directors of the Unitech Limited has been brought on the record which clearly mentions the appointment of new Directors in the Appellant. Paragraph 5 of the letter is as follows:-
"5. Now, in exercise of the powers vested in me, emanating from the Order dated 24.03.2021 passed by the Hon'ble Supreme Court and authority vested in me by the resolution passed by the Board of Directors of Unitech Group in its meeting held on 28.01.2020, I, Y.S. Malik, IAS (Rtd.), Chairman & Managing Director, Unitech Group Companies, hereby order removal of the Directors nominated by the erstwhile Management on the Board of Directors of M/s. Entertainment City Limited and nominate the following persons in their place:
11. From the facts of the present case, it is clear that Unitech Holdings Limited a wholly owned subsidiary of Unitech Limited has shareholding to the extent of 41.95% in the Appellant.
12. In view of the definition given above, the Appellant is clearly an 'affiliate'. Thus, subsequent events which have been brought on the record by Appellant clearly indicate that Unitech Holdings Limited exercises control over the Appellant and Board of Directors of the Unitech Limited has nominated Directors in the Board of Directors of the Appellant. In view of the order dated 20.01.2020, the Resolution Plan with regard to Unitech Limited was to be filed in the Hon'ble Supreme Court. Learned Counsel for the Appellant submitted that the Resolution Plan with regard to group entities of Unitech are also being filed before the Hon'ble Supreme Court which is under consideration. Learned Counsel for the Appellant has brought on record Minutes of Meeting of the New Board of Directors of Unitech Limited held on 27.04.2022 which indicate Company Appeal (AT) (Ins.) No. 431 of 2022 that Appellant has been clearly mentioned as affiliate of Unitech Group and project of the Appellant has also been captured in the minutes. Learned Counsel for the Appellant has referred to paragraph 8.1 of the minutes where Appellant has mentioned as affiliate of Unitech Group.