MUMBAI BENCH I IA No. 72/2025 In C.P No. 135 (MB) 2024 Interlocutory Application under Rule 11 of the NCLT Rules, 2016;

In the matter of Mack Star Marketing Private Ltd.

..... Applicant And in the matter of Emerald Realtors Private Ltd. & Anr.

….. Petitioners Versus Mack Star Marketing Pvt. Ltd. & Ors.

…. Respondents Order Pronounced on 24.03.2026 Coram :

Prabhat Kumar Sushil Mahadeorao Kochey Hon’ble Member (Technical) Hon’ble Member (Judicial)

Appearances :

For the Petitioner: Mr. Rohan Aggarwal, Nujtaba Ambekar, Advocates For the Applicant: Mr. Prateek S., Sr. Adv., Adv. Shashwat Raj

ORDER

1. This Interlocutory Application has been instituted by the Applicant, Mack Star Marketing Private Limited (hereinafter referred to as “the Applicant/ Respondent Company”) in Company Petition No. 135 of 2024. By way of the present Application, the Applicant has assailed the maintainability of the captioned Company Petition. The Applicant accordingly seeks the following reliefs:

a. That this Hon’ble Tribunal be pleased to allow the present Application and dismiss Company Petition No. 135 of 2024, filed under Sections 58 and 59 of the Companies Act, 2013, as being not maintainable in law;

b. That this Hon’ble Tribunal be pleased to frame and adjudicate the issues pertaining to maintainability of the petition as preliminary issues, and to decide the present Application prior to embarking upon the merits of the main Company Petition; and c. To pass such further or other orders as this Hon’ble Tribunal may deem fit in the facts and circumstances of the case.

2. The Petitioners, Emerald Realtors Private Limited and Satyam Realtors Private Limited, have invoked the jurisdiction of this Tribunal under Sections 58 and 59 of the Companies Act, 2013, alleging that Respondent No. 1 has failed, neglected, and unnecessarily delayed the conversion of the Compulsory Convertible Preference Shares (“CCPS”) held by the Petitioners into equity shares, and has also failed to record the names of the Petitioners, along with Respondent No. 2, in the Register of Members of Respondent No. 1 Company. In support of their claim, the Petitioners have placed reliance on the directions issued by this Tribunal vide Order dated 25.08.2023 read with Report dated 10.05.2024 bearing No. ROC(MUM)/NCLT/241- 242/Emerald/2023-24/1337, submitted by the Registrar of Companies, Mumbai (“Ld. ROC”).

3. In the petition, the Petitioners have sought, inter alia, directions compelling Respondent No. 1 Company to:

a. Convert the Series A CCPS held by the Petitioners and by Respondent No. 2 at the conversion price of Rs. 102 per share;

b. Convert the Series B CCPS at the conversion price of Rs. 110 per share;

c. Rectify the Register of Members under Section 59 of the Companies Act, 2013, so as to reflect the Petitioners and Respondent No. 2 as equity shareholders of Respondent No. 1 Company; and d. Grant such other consequential reliefs as may be appropriate in the interest of justice.

The relevant factual backdrop, is summarised thus:

1. Ocean Deity Investment Holding Limited (formerly D.E. Shaw Composite Investment (Mauritius) Limited, PCC), under an Investment Agreement dated 20.02.2008, had invested a sum of Rs. 992,62,50,000 in Respondent No. 1 Company for project development purposes. Against the said investment, Respondent No. 1 Company issued (a) 3,97,05,010 Series A CCPS for Rs. 39,70,50,100, and (b) 8,66,28,090 Series B CCPS for Rs. 9,52,90,89,900 to M/s Ocean Deity Investment Holdings Limited (‘Investor’).

2. The Petitioners, along with Respondent No. 2, purchased an aggregate of 8,95,94,951 Series A and Series B CCPS of Respondent No. 1 Company for a total consideration of Rs. 900,97,41,965 from the Investor during the years 2011–2015, thus leaving a balance of

3,97,38,149 Series A and Series B CCPS with Investor. Thereafter, part of these CCPS were converted into 1,05,20,470 equity shares of Respondent No. 1 company by Investor on 25.09.2015 thus leaving a balance of 2,62,19,179 Series A and