1. The Plaintiff – IDBI Trusteeship Services Limited has filed the above Summary Suit for recovery of a sum of Rs. 532,11,29,364.05 (Rupees Five hundred and thirty two crores eleven lacs twenty nine thousand three hundred sixty four and five paise only) with interest at the rate of 14.75% till the date of actual payment or realization as prayed for in prayer clause (a) of the suit. In the above Summary Suit, the Plaintiff has taken out the above Summons for Judgment praying that judgment be entered for the Plaintiff in the above Suit against the Defendant for the sum set out hereinabove along with interest.

2. The facts in the matter are briefly set out hereunder:

3. The Plaintiff is a Company incorporated under the Companies Act, 1956 and is a Debenture Trustee of the debentures issued to Vinca Developers Pvt. Ltd. (“Vinca”) by Amazia Developers Pvt. Ltd. (“Amazia”) and Rubix Trading Pvt. Ltd. (“Rubix”). Amazia and Rubix are wholly owned subsidiaries of Vinca. The Defendant and its individual promoters collectively own 90 per cent shareholding in Vinca.

4. Nederlandse Financierings – Maatschappiji Voor Ontwikkelingslanden N.V. (“FMO”) is a Corporation constituted under the Laws of Netherlands. FMO holds 10 per cent shareholding in Vinca. FMO also holds 3 Compulsorily Convertible Debentures (CCDs) issued by Vinca. The said three CCDs are convertible within a period of 60 months from December 2009. Upon such conversion, FMO will hold 90% shareholding in Vinca.

5. The investment made by FMO in Vinca in the form of three CCDs was used by Vinca to purchase Optionally Convertible Debentures (“OPCDs) issued by Amazia and Rubix. In respect of the OPCDs, a Debenture Subscription and Debenture Trust cum Mortgage Deed was executed on 1st December 2009 between Amazia, the Defendant and the Plaintiff. Similarly in respect of the OPCDs issued by Rubix, a Debenture Subscription and Debenture Trust cum Mortgage Deed dated 1st December 2009 as executed between Rubix, the Defendant and the Plaintiff as amended by OPCD Amendment Agreement dated 8th September 2010. The aforesaid deeds shall hereinafter be collectively referred to as “the Debenture Trust Deeds” (DTDs). In respect of the liability arising under OPCDs, the Defendant executed a Deed of Corporate Guarantee dated 9th December 2009 in favour of the Plaintiff (the said guarantee).

6. Under the Articles of Association of Vinca, the Defendant can nominate two Directors and two alternate Directors of Vinca. The Promoters of the Defendant viz. Hemant Shah and Vyomesh Shah can nominate two Directors and two alternate Directors of Vinca. Under the Articles of Association of Vinca, these Directors nominated by the Defendant and the Promoters of the Defendant are called ACL Directors. Under the Articles of Association of Vinca, FMO has a right to nominate two Directors (being the nominee Directors) and two alternate Directors of Vinca.

7. According to the Articles of Association of Vinca, ACL Directors are deemed to be interested Directors in relation to all matters pertaining to OPCD documents which include inter alia the guarantee as also the DTDs. Article 2 (uu) lists out the various reserved matters and Article 63 mandates that no decision, action or omission by the management of Vinca pertaining to the reserved matters shall be taken without the consent of Vinca's Board and such consent shall require the affirmative approval of the nominee Directors on the Board of Vinca. Further any decision taken without such affirmative approval is null and void.

8. From 2nd May 2012, the Plaintiff issued notices of default to Amazia and Rubix in respect of the liability under the respective OPCDs issued by Amazia and Rubix. On 27th June 2012, the Plaintiff issued notices of redemption calling upon Amazia and Rubix to fully redeem all the OPCDs at par value. On 3rd August 2012, the Plaintiff issued a demand certificate to the Defendant invoking the guarantee issued by the Defendant in favour of the Pla