SL. No.4

NATIONAL COMPANY LAW TRIBUNAL

HYDERABAD BENCH COURT HALL NO: II

Hearing Through: VC and Physical (Hybrid) Mode

CORAM: SHRI. RAJEEV BHARDWAJ, HON’BLE MEMBER (J)

CORAM: SHRI. SANJAY PURI, - HON’BLE MEMBER (T)

ATTENDANCE-CUM-ORDER SHEET OF THE HEARING OF NATIONAL COMPANY LAW TRIBUNAL,

HYDERABAD BENCH, HELD ON 19.04.2024 AT 10:30 AM

TRANSFER PETITION NO.

COMPANY PETITION/APPLICATION NO. IA (CA)/242/2023 in Company Petition /30/2022

Pondicherry-Tindivanam Tollyways Pvt Ltd & 2

NAME OF THE COMPANY

others

NAME OF THE PETITIONER(S) Terra Projects Pvt Ltd

Pondicherry-Tindivanam Tollyways Pvt Ltd & 2

NAME OF THE RESPONDENT(S)

others

UNDER SECTION 241

ORDER

IA (CA)/242/2023

Orders pronounced, recorded vide separate sheets. In the result, the application is allowed and the CP/30/2022 is held as non-maintainable and therefore dismissed.

Any other IAs lying in this CP/30/2022 have also become infructuous.

Sd/- Sd/-

MEMBER (T) MEMBER (J)

Apoorva

IN THE NATIONAL COMPANY LAW TRIBUNAL HYDERABAD BENCH-II Between:

NCC Limited (NCC)

NCC House, Madhapur, Hyderabad - 500081 …Applicant/Respondent And

1. Terra Projects Private Limited T-40, MIDC Industrial Area, Hingna Road, Nagpur – 440016 …Respondent/Petitioner

2. Pondicherry-Tindivavam Tollway Private Limited VI Floor, NCC House, Survey No. 64, Madhapur, Hyderabad – 500081

3. NCC Infrastructure Holdings Limited NCC House, Madhapur, Hyderabad – 500081 …Respondents/Respondents Date of Order : 19.04.2024 CORAM Sri Rajeev Bhardwaj, Hon’ble Member (Judicial)

Sri Sanjay Puri, Hon’ble Member (Technical)

Counsel/Parties present For the Petitioner : Mr. Avinash Desai, Senior Counsel For the Respondent : Mr. Rahul Pandey and Mr. Harshit Tiwari, Counsels Per: Sanjay Puri, Member (Technical)

ORDER

1. This application has been filed by M/s NCC Limited (NCC challenging maintainability of CP No.30/241/HYD/2022 (the Company Petition), which was filed by:

Terra Projects Private Limited (TPPL)

T-40, MIDC Industrial Area, Hingna Road, Nagpur – 440016 … Petitioner VERSUS

1. Pondicherry-Tindivavam Tollway Private Limited (PTTPL)

VI Floor, NCC House, Survey No. 64, Madhapur, Hyderabad – 500081

2. NCC Limited (NCC)

NCC House, Madhapur, Hyderabad – 500081

3. NCC Infrastructure Holdings Limited (NCCIHL)

NCC House, Madhapur, Hyderabad – 500081 …Respondents

2. It is contended that the aforementioned Company Petition is not maintainable for “deliberate non-joinder of the necessary party” i.e. M/s IL&FS Engineering and Construction Company Limited (IECCL), a company of IL&FS1 Group. This omission is significant, it is implied, because TPPL has leveled “wild and baseless” allegations against IL&FS Group without impleading them as a party in the Company Petition.

1 Infrastructure Leasing & Finance Services Ltd

3. It is submitted that a Road Project in the State of Tamil Nadu was awarded by NHAI to a Consortium comprising of Maytas Infra Limited and NCC2 on a build, operate and transfer basis. The project was to be executed by PTTPL which was formed in March, 2007 with NCC holding 49% equity and Maytas Infra Limited holding 51% equity shares³. Subsequently, Maytas Infra Limited was converted into IL&FS Engineering and Construction Company Limited (IECCL), which will henceforth be referred to as Maytas/IECCL

4. Following the award of the Road Project and the signing of the Concession Agreement, TPPL agreed to invest in PTTPL. This investment led to a redistribution of equity shares in PTTPL as follows4: NCC at 25%, NCCIHL at 24%, Maytas/IECCL at 26.1%, and TPPL at 24.9%. A subsequent agreement5 in 2010 further adjusted the shareholding structure, resulting in NCC and its affiliate NIHL holding 47.8%, Maytas/IECCL with 21.6%, and TPPL also at 21.6%. In terms of the MOU dated 18.06.2009 under which TPPL had invested in PTTPL, the EPC Contract of Mytas/IECCL was also terminated and balance work under that Contract was sub-contracted to TIDL, Terra Infra Development Private Limited an affiliate of TPPL.

5. It is submitted that, TIDL delayed the execution of the project