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(l) All the terms and conditions of the terms sheet was to become operational subject to the completion of the satisfactory documentation and obtaining all the necessary regulatory approvals in connection with Bonds. It appears from the documents filed, that by email dated 02.02.2011, M/s.QVT Fund LP and Quintessence Fund L.P. has informed that they http://www.judis.nic.in intend to vote against the proposed changes to the FCCB terms. This email has not been disputed by the respondent. Thereafter, on 04.04.2011 M/s.QVT Fund LP and Quintessence Fund L.P., in conformity with condition No.10 of the Bond has instructed the petitioner to issue a notice as set out in Schedule 1 thereto, stating in "a and b" is as follows:

The Bond holder who holds more than 45% of the principal amount of the http://www.judis.nic.in Bonds had therefore given permission to the petitioner to institute proceeding for winding up the respondent company.

(m) From a complete analysis of the above documents it is clear that the Bond holder who had initially filed a term sheet agreeing to the restructuring of the FCCB in principle has thereafter on 02.02.2011 expressed in writing their intention not to go ahead with restructuring which was reiterated in August, 2011 and forwarded to the respondent as attachment to Email dated 17.08.2011. The notice for default has been issued after the Bond holders had expressed their intention not to proceed further with the restructuring. The notice was issued on 06.04.2011 and the Statutory notice under Section 434(1)(a) of the Act has been issued on 18.05.2011 and the present petition filed on October, 2011. That apart it is after the issue of the Statutory notice that the respondent send a letter dated 03.08.2011 to all the Bond holders asking them to give their assent for any one of the terms of restructuring. It is therefore clearly evident that till the date of the filing of the winding up petition, the restructuring had not taken place and only the preliminary stage of signing the term sheet had taken http://www.judis.nic.in place. This was also thereafter, revoked by QVT Bond holder in February, 2011. Therefore, the defense that there is no debt and the liability is bonafide disputed rings hollow and is clearly a defense lacking in substance and a moonshine one.

(n) The next factor to be considered is whether the liability has been admitted. The petitioner has filed the Balance sheet and the Profit and Loss Account of the Respondent Company for the period 2009-2010 to 2012- 2013. The Balance Sheet as on 31.03.2011 would show the FCCB as unsecured loans. The petitioner also produced the Annual Reports from the period 2011-2012 upto 2018-2019. In the 18th Annual Report for the period 2012-2013 in the notes forming part of the Financial Statement under Note:9 Other Liabilities, Note (ii) the following has been added as a postscript.