R.V. Easwar, J.

1. This is an appeal filed under Section 10F of the Companies Act, 1956 (hereinafter referred to as “Act”) impugning the orders dated 10.04.2013 and 10.05.2013 passed by the Company Law Board in Company Petition No.133(ND)/2012. The appellants are: Umesh Kumar Baveja (A-1), Regional Airport Holdings International Ltd. (A-2) and RAHI Aviation Holdings Pvt. Ltd. (A-3). The respondents in the appeal are IL&FS Transportation Network Ltd. (R-1), Gulbarga Airport Developers Pvt. Ltd. (R-2) and Shimoga Airport Developers Pvt. Ltd. (R-3).

2. The relevant facts, in brief, giving rise to the present appeal are these. The government of Karnataka entered into project development agreements with R-2 & R-3 for setting up of Green Fields Airports both at Gulbarga and Shimoga in the state of Karnataka. Umesh Kumar Baveja (A-1) did not have sufficient funds and, therefore, requested R-1 to make the required investment. A-3 and R-1, therefore, incorporated A2 as a “special purpose vehicle” (SPV) for making investments in R-2 and R-3, which may be referred to as “the airport companies”. An agreement styled as “Subscription-cum-shareholders Agreement” (SSA) was entered into