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5. The ECL, formerly named as M/s UT Leasing Limited, and the same was amended to its existing name on 16 th October, 2021 vide an amended incorporation certificate issued by the Ministry of Corporate Affairs and the respondent no. 2 granted registration to carry on business as an NBFC without accepting public deposit.

6. M/s Teesta Retail Private Limited, which later merged with M/s Siddhant Commercials Private Limited, invested an amount of Rs. 315 Crores in ECL against the issuance of Optionally Convertible Debentures (hereinafter as the "OCD") and the said investment was done between October, 2021 and March, 2022.

7. However, a written opinion was obtained wherein it was observed that the infusion of OCDs were likely to disturb the leverage ratio of the ECL and hence, requires to be rectified by converting the said OCDs to Compulsorily Convertible Preferential Shares (hereinafter as the "CCPS"). Accordingly, an Extraordinary General Meeting of the members of the ECL was called for on 17th September, 2022 and vide resolution dated 27th September, 2022, the OCDs were converted to CCPS in an attempt to restore the leverage ratio of the ECL.

8. Aggrieved by the resolution passed by the ECL as well as the state of its affairs, Ms. Kantha Aggarwal filed a company petition bearing no. 48/(ND)/2024 before the National Company Law Tribunal (hereinafter as the "NCLT") alleging the oppression and mismanagement by the Board of Directors of the ECL. Vide order dated 15th May, 2024, the learned NCLT observed that the conversion of the OCDs to CCPS was not done in a bona fide manner and the same has resulted in the oppression of the minority shareholders. Ms. Kantha Aggarwal (hereinafter as the "NCLT petitioner") is a minority shareholder with 5% shareholding in the ECL.

2. Issue of OCDs of Rs 315 crore without permission of RBI and conversion of OCDs to CCPS' without prior approval of RBL:
The company accepted optionally convertible debentures (OCDs) without the permission of RBI, which were classified as public funds under Para 3(xxvi) of Reserve Bank of India Master Direction Non-Banking Financial Company - Non-