NCLT, Ahmedabad TP 198 of 2016 [CP 3 of 2015] [JP Financial vs Golden Tobacco]

STATUS/ INTRODUCTION OF PARTIES

1. JP Financial Services Pvt. Ltd. (6.19 % of R1)

2. Noble Communications (1.97 % of R1) Petitioners
3. SMS Holdings Pvt. Ltd. (1.70 % of R1)
4. Aarkay Investments Pvt Ltd (0.99 % of R1)

VERSUS

1. Golden Tobacco Limited

2. Sanjay Dalmia (FIR : Accused No. 1) A. Promotes Dalmia
Group
B. Chairman of R1 till
2014
3. Anurag Dalmia A. Promotes Dalmia
Group
B. Vice Chairman of R1
till 2014
4 Jaskaran Khurana A. Directors (manages
5 Ashok Joshi day to day of R1 under
6 Vijay Bhandari instructions of R2 &
7 Bharat Merchant R3)
Respondents
8 Altar Investment Pvt. Ltd. (FIR : Accused No. 7) A. [Dalmia Group
9 Elegant Investment Pvt. Ltd. Companies]
10 Oval Investment Pvt. Ltd. (FIR : Accused No. 2)
11 Lampa Trading Co. B. Companies controlled
12 Comosum Investment Pvt. Ltd. (FIR : Accused No. 5) by R2 & R3
13 Pashupathinath Commercial Pvt. Ltd.
14 Lovely Investmennt Ltd. C. Holds 26.02 % of R1
15 Excellent Commercial Ent. & Inv Ltd. [D@148] [Sufficient
16 Harvatex Enng. to control R1 and
17 International Resources Ltd. oppress minority]
18 Masarover Commercial Pvt. Ltd.
19 Dalmia Finance Ltd. D. Thus, R2 to 37, and
20 Carissa Investment Pvt. Ltd. (FIR : Accused No. 8) particularly R2 and R3,
21 Gems Commercial ltd. are responsible for
22 Sikar Investment Ltd. (FIR : Accused No. 13) oppression and
23 Moderate Investment & Comm mismanagement of R1
24 General Exports & Credit Ltd. for benefit of Dalmia
25 Soverieng Commercial Pvt. Ltd. Group Companies and
26 Bharatpur Investment Ltd. (FIR : Accused No. 11) R2 himself and
27 WGF Financial Services Ltd. continue till date.
28 GHCL Limited
29 Chirawa Investment Ltd. (FIR : Accused No. 9) E. R2 to R37 are
30 Swagatham Investment Ltd. (FIR : Accused No. 15) managing R1
31 Swastik Commercial Pvt. Ltd. themselves or through
32 Lashmi Vishnu Investment Ltd. (FIR : Accused No. 10) Directors on Board of
33 Dear Investment Pvt Ltd (FIR : Accused No. 3) R1 who follows the
34 Dalmia Housing Finance Ltd. (FIR : Accused No. 4) orders of R2.
35 Mourya Finance Ltd. (FIR : Accused No. 14)
36 Hotex Company Ltd.
37 Little RockTrade & Investment

38. Antartica Investment Pvt. Ltd. Owes Debt to Indiabulls

39. Golden Reality & Infrastructure Ltd. 100% subsidiary of R1
40. Parmida Developers Ltd. A. Entered into Illegal
MoU qua ville Parle
Property with R1.
B. Subsidiary/Group
company of Indiabulls.

Masoom K. Shah
Advocate for Petitioners
NCLT, Ahmedabad TP 198 of 2016 [CP 3 of 2015] [JP Financial vs Golden Tobacco]

Broad Siphoning of Details:

1. R- 2, 3, 8 to 37 siphoned money from R1 & 39 through R4 to R7 to pay debts of R38
of Indiabulls.
2. Money siphoned from R39 to pay of debts of R2 and Dalmia Companies.

Masoom K. Shah
Advocate for Petitioners
Details of Black – Factual background
Colors used Green – BIFR proceedings
NCLT, AhmedabadRed – FIRTPproceedings
198 of 2016 [CP 3 of 2015] [JP Financial vs Golden Tobacco]
Purple – SEBI proceedings
Blue – Supreme Court proceedings
Brown – Civil Court proceedings
Pink – Indiabulls Civil proceedings
Orange– Earlier Petition for same grounds

1. 28.06.55 Respondent no. 1 Company (Golden Tobacco Ltd.- hereinafter

referred to as “GTL” or “the Company”) was incorporated under
the provisions of the Companies Act, 1956.

A. Business of Cigarettes, Chemical, Papers, real estate, etc.

B. Share Capital 35 Crores
- 25000000 Equity Shares (10/- each)
- 1000000 Preferential Shares (100/- Each)

2. 1979 Resp. Nos. 2 & 3, by himself and through Resp. No. 8 to 37,
acquired a substantial shareholding in the Company, and thereafter
took over the management and control of the Company.

3. 1997 BIFR: Company was referred under SICA and scheme of

46@39 rehabilitation was sanctioned. SBI appointed as monitoring agency
for same scheme. [Case 17 of 1997]

4. June 05 Loan Pledge in favour of Indiabulls. @166

May 07 (FIR)

5. 29.06.07 BIFR: R1 discharged: The BIFR had passed an order discharging

46 @ 39 the company from the purview of SICA/ BIFR.

6. 2007-08 The Dalmia Group commenced taking huge borrowings at huge

costs from Banks and NBFI’s including Indiabulls Financial
Services Ltd. ("Indiabulls Financial”)
The Petitioners verily believe that Respondent No. 2 borrowed a
sum of approximately Rs. 365.00 Crores from Indiabulls Financial
in various promoter entities controlled by Respondent No 2 against
pledge of shares of the Company and those of GHCL being Res.
No. 28.

7. 18.07.08 Indiabulls Loan Recall notice of Rs. 225 Crore @167

8. 2009 Indiabulls invoked Arbitration as the Dalmia Group borrower

19@26 companies defaulted in repaying the borrowed money and the
subject matter also included the said 18.5 % pledged shares of the
Company.

9. 23.07.09 The Arbitrator passed an Interim order (Sec. 17 of the Act) @152 of
19@26 restraining both the parties to the agreement from exercising V.1
voting rights, inter alia, in respect of the said shares of the
Company pledged in favour of Indiabuls Financial. [Still G @152
Subsisting]
10. 25.07.09 Indiabulls Financial filed an FIR that the Dalmia Group was @ 160 of
20@26 defrauding Indiabulls Financial by raising loans against certain V.1
assets in favour of Indiabulls Financial on which the Dalmia
Group had no right in the first place. Further, certain companies H @ 160
controlled by Dalmia Group particularly Respondent No. 2 used
misrepresentation, cheating and other fraudulent methods to obtain
finance from Indiabulls Financial.

A. R2: Sanjay Dalmia : accused no. 1

Masoom K. Shah
11. 12.11.09 Advocate for Petitioners
Some of the Petitioners (“interested Parties”) voluntarily made a @172 of
21@26 Public Announcement seeking to acquire 25 % shareholding of the V.1
Company (“Open Offer”) under the SEBI (Substantial Acquisition
of Shares and Takeovers) Regulations, 1997 (“Takeover I @ 172