ESTATE OFFICER UT CHANDIGARH & ORS.versusM/S. ESYS INFORMATION TECHNOLOGIES PVT. LTD.

                             [2016] 2 S.C.R. 682



A            ESTATE OFFICER UT CHANDIGARH & ORS.
                                       v.
        MIS. ESYS INFORMATION TECHNOLOGIES PVT. LTD.
                       (Civil Appeal No. 3765 of2016)
B                               MAY 11,2016
           [V. GOPALA GOWDA AND ARUN MISHRA, JJ.)
       Allotment of Small Campus Site in Chandigarh Information
  Services Park Rules, 2002:·r.9-Resumption of plot- In the instant
C case, respondent was allotted 6 acres of land - Allotment letter
  imposed condition to make construction within period of 3 years -
  Transfer of major portion of shares by respondent to another
  company without informing the appellant or seeking necessary
  permission. - Resumption ofplot by estate officer - Challenge against
  - Held: Respondent suppressed the fact of transfer - lnspite of
D clear direction of Supreme Court to disclose full facts in the counter
  affidavit, respondent concealed the said fact and thus did not come
  with clean hands - There was violation of r.9 and clause 15 of
  allotment letter - Resumption of plot by appellant was legal and
  proper.
E        Allowing the appeal, the Court
          HELD: In spite of the clear direction made by this Conrt,
     the respondent bas suppressed the facts with respect. to its. deal
     with Mis. Teledata Ltd. There is concealment of material facts
     by the respondent in spite of having been directed to disclose
F the full facts in the counter affidavit. It is apparent from th_e affidavit
     of Mr. Vikas Goel that in order to raise the fund to pay to its
     creditors, Mis. Esys Singapore considered its option to raise it
     through the sale of its assets and snbsidiaries and Mis. Esys
     Global Holding Ltd. was prepared to buy subsidiaries inclnding
     Mis. Esys India based on book value. It has been mentioned· in
G · j>ara 17 that sale of its subsidiaries to Mis. Esys Global Holding
     meant that tbtse liabilities were transferred to the buyer. Thus,
     there is sale of assets and. &11bsidlaries and the denial. that there
     ls no sale Is incorrect statement. In the affidavit, it is apparent
     that purchase by Mis. Esys Dubai of the assets of Mis. Esys
H · Singapore and its snbsfdiaries after taking regulatory approvals
                                      682
ESTATE OFFICER UT CHANDIGARH v. ESYS INFORMATION 683
             TECHNOLOGIES PVT. LTD.

which were required fodransfer of shares. Thus, under the garb             A
of transfer of shares, the respondents have completed the sale
and is creating a screen to conceal this aspect. Deal with Teledata
is also apparent from the affidavit of Mr. Vikas Goel. Unfortunately,
the respondent has concealed the facts with respect to Teledata
and has not come out with clean hands. The provisions of Rule 9
                                                                           B
of the Rules and Clause 15 of the allotment letter have been
clearly violated. Thus, the order passed by the High Court is not
sustainable and resumption of the allotted land by the appellant
was legal and proper. The respondent is guilty of suppressio veri
and suggestio falsi and has violated order dated 16. 7.2015 passed
by this Court as to disclosure. [Paras 13, 15) (692-E-H; 693-A,            c
F]
       Juggilal Kamlap_at v. Commissioner.of Income-tax, U.P.
       AIR 1969 SC 932:1969 SCR 988; Jai Narain
       Parasrampuria (Dead) & Ors. v. Pushup Devi Saraf &
       Ors. 2006 (5) Suppl. SCR 325:2006 (7) sec 756; State                D
       of U.P. & Ors. v. Renusagar Power Co. & Ors. AIR
       1988 SC 1737:1988 (1) Suppl. SCR 627; Life
       Insurance Corporation of India v. Escorts Ltd. & Ors.
       AIR 1986 SC 1370:1985 (3) Suppl. SCR 909 - relied
       on.
                                                                           E
                        Case Law Reference
       1969 SCR 988                    relied on         Para 14
     . 200(;' (5) Suppl. SCR 325       relied ou         Para 14
       1988 (1) Suppl. SCR 627         relied on         Para 14
       1985 (3) Suppl. SCR 909         relied on         Para 14           F
      CIVIL APPELLATE JURfSDICTl0N: Civil Appeal No. 3765 of
WI~                                                            .
     From the Judgment and Order dated 30.09.2014 of the High Court
of Punjab and Haryana at Chandigarh in CWP No. 18968 of 2013.
                                                                           G
     Chandra Prakash f~r the Appellants. .
     Rohit Shanna, Rounak Nayak, Tarun Gupta for the Respondent.
     The Judgment of the Court was delivered by
     ARUN MISHRA, J, I. The appeal has been preferred by the.
Estate Officer, Union Territory of Chandigarh, aggrieved by the judgment   H
684             SUPREME COURT REPORTS                           [2016] 2 S.C.R.


A     and order passed by the High Court of Punjab & Haryana at Chandigarh
      thereby setting aside the orders passed by the Estate Officer, appellate
      and revisional authorities on 24.9.2008, 14.2.2011 and ·14.1i.2012
      respectively, thereby resuming the plot which was allotted to the
      respondent. Facts in short indicate that in the year 2002, Chandigarh
 B    Administration notified the rules called Allotment of Small Campus Site
      in Chandigarh Information Services Park, Rules, 2002 (hereinafter
      referred to as 'the Rules'). Rule 9 of the Rules provided that transfer of
      the campus site by the allottee shall not be allowed for a period of 10
      years from the date ofallotment or till all dues are fully paid up whichever
      is later. Similar condition was incorporated in the allotment letter dated
 C     1.6.2006 by which 6 acres of land was allotted to the respondents. It
      was necessary to make the construction within 3 years from the date of
      allotment.
          2..9n 2.1.2008 it came to the notice of the Director, Information
   Technology that the respondent company namely M/s. Esys Information
 D Technologies Pvt. Ltd., Singapore had transferred a major portion of
    shares to other company namely, M/s. Esys Global Holdings, Dubai,
   without informing the appellant or seeking necessary permission as
    provided in Rule 9 and clause 15 of the allotment letter. Consequently,
    Director, IT, sought following clarifications from the respondent on
    2.1.2008: (i) what is the business plan of the company for its activities;
 E (ii) what are the business activities ofM/s. Esys Information Technologies
    Ltd. from the campus site; (iii) what was the holding structure of the
    shareholding of the company at the time of making request for allotment;
    (iv) what was the holding structure of the company at the time of
    allotment; and (v) what is the shareholding structure of the company at
 F present. Reply by the respondent was not satisfactory, as such show
    cause notice was issued on 18.1.2008 by the Estate Officer as to why
    due to violation of Rule 9 of the Rules and clause t5 of the allotment
    letter, action be not taken and allotment be cancelled and further why
    whole or part of the premium, EDC calculated till date of cancellation be
    not forfeited. The Estate Officer by order dated 24 .9 .2008 cancelled the
 G allotment and ordered resumption of the site and ordered to forfeit 10%
    of the total premium, interest earned and other dues payable in respect
    of the site. Aggrieved by the same, the respondent preferred an appeal
    under section 10(1) of the Capital of Punjab (Development and
    Regulation) Act, 1952. The appeal was dismissed vide order dated
 H- 14.2.20 II passed by the Chief Administrative Officer, UT Chandigarh.
ESTATE OFFICER UT CHANDIGARH v. ESYS INFORMATION 685
     TECHNOLOGIES PVT. LTD. [ARUN MISHRA, J.]

The respondent preferred a revision before the Advisor to Administrator,        A
UT Chandigarh. Same had been dismissed vide order dated 24.9.2008.
It is pertinent to mention that the affidavit filed by Mr. Vikas Goel in the
High Court of Singapore was placed on record and was referred to in
the order passed by the revisional authority. Before the appellate authority,
it was argued that the allcittee company had transferred a major portion
                                                                                B
of shareholding changing its control to another company i.e. Esys Global
Holdings, Dubai which in tum sold its stake to Teledata Informatics Ltd.,
a Chennai based company.
     3. The High Court by the impugned judgment and order has allowed
the writ petition. This Court while entertaining the special leave petition
had passed an order on 16.7.2015 directing the respondent to file a
                                                                                c
counter affidavit containing certain information specified in the order.
Following order was passed by this Court on 16.7.2015:
            "Heard.
            Issue notice.                                                       D
              The respondent has appeared on caveat. The respondent-
       company shall file a counter affidavit within six weeks from today.
       Rajoinder affidavit, irany, be filed by the petitioner within two
       weeks thereafter. Counter affidavit shall ap~rt from answering
       the averments and contentions raised in the special leave petition       E
      ·also specifically state whether the share-holding in the allottee
       company has been transferred to any other company and if so
       which is the consideration paid for such transfer. The affidavit
       shall further indicate whether the transferee of such holding has,
       in tum, further transferred the shares to Teledata Informatics Ltd.,
      ·Chennai, if so, the consideration for such transfer shall .also be       F
       indicated. Audited balance sheets of the allottee company from
       the year 2007 onwards and those of the transferee company, shall
       be. filed along with the counter affidavit.
    Status quo, as it exists today, shall be maintained by the parties,
pending further orders from this Court."                                        G
     4. In short, in the counter affidavit of the respondent, the
shareholding pattern has bee, given as on 1.6.2006, 31.3.2007, 3.5.2007
and it is not disputed that M/s. Esys Information Technologies Pvt. Ltd.,
Singapore had transferred 1,97,55, 188 shares to Esys Global Holdings,
Dubai owned by one Niraj Goel. It is further stated in the counter filed        H
686            SUPREME COURT REPORTS                         [2016] 2 S.C.R.


A     by the respondent that EZY Global Holding FZE, Dubai has not further
      transferred the shares to Teledata Informatics Ltd., Chennai. It is also
      stated that on 29.11.2006 a shareholder agreement was executed between
      Mr. Vikas Goel, M/s. Esys Information Technologies Pvt. Ltd. Singapore
      and M/s. Teledata Informatics Ltd., Chennai. This agreement could not
      be implemented due to the fraud perpetrated upon Mr. Goel and M/s.
B
      Esys Information Technologies Pte., Singapore by Mis. Teledata
      Informatics. Following are the cases pending inter se parties :
           "(i) Vikas Goel and Rainforest v. Teledata Informatics and
               Others -Arbitration in SJAC Singapore.
           (ii) Vikas Goel and Rainforest v. Ramachandran (Teledata CEO)
c              and Others in New York.
           (iii) Esyslndia v. Teledata - Perjury Application in Chennai.
           (iv) Esys India v. Te/edata - Winding up application in Chennai.
           (v) Baytech and Te/edata v. Vikas Goel and Rainforest - BVJ."
D          In the counter affidavit, it is contended that Rule 9 has not been
      technically violated by the respondent. Though, the respondent's
      shareholding pattern has undergone a change after allotment but it could
      not be a ground for the resumption of the allotment. Approximately one
      year out of three years has remained for raising the construction and
 E    before that order of resumption had been passed. The allotment was not
      speculative transaction. It was not intended to get unjust enrichment
      from the allotment at a concessional rate. The respondent fully satisfied
      the eligibility criteria. Office has been rented, furnishing cost has been
      incurred, Managers were relocated from Singapore and Delhi. Esys has ·
      relocated its key global functions to Chandigarh. There was delay of 5
 F    to 6 months in hancting over possession of the campus site. The
      respondent was entitled to mortgage the site for raising loan by way of
      trading security. In this regard, permission was sought but was not given.
      The site was resumed on 24.9.2008 before the expiry of 3 years from
      the date of allotment.
G           5. Along with the rejoinder, the appellant has filed two affidavits
      filed by Mr. Vikas Goel in the High Court of Republic of Singapore in
      Suit No.854/2006/H. It is submitted that the holding company was the
      Singapore Company and Dubai and India based companies were its
      subsidiary companies. The allotment was made in favour of Mis. Esys
      Information Technologies. M/s. Esys, Singapore could not have
H
ESTATE OFFICER UT CHANDIGARH v. ESYS INFORMATION 687
     TECHNOLOGIES PVT. LTD. [ARUN MISHRA, J.]

transferred assets as per clause 15 of the allotment order for a period of A
ten years. The stake of Dubai company by virtue of95% shares transfer
has raised to 98%. Mis. Esys Global Holdings Ltd., Dubai forthencild
these stakes to Teledata, a Chennai based company. Facts stated in
Affidavit dated 2.7 .2008 of Mr. Vikas Goel which was part of the record
of the Estate dfficer have been concealed in spite of the categorical· B
order dated 16. 7.2015 passed by this Court. The way in which the
transactio~ has been made is a transfer which is not permissible as per
rules and conditions of allotment letter. In fact there is tr~nsfer of plot
from one company to the other company. The respondent is using the
land for increasing valuation of assets and thereby improving financial
worth. The holding company and its subsidiaries are two distinct legal C
entities. This Court should lift the veil so as to unearth mala fide, dishonest
and fraudulent design of the respondent. Teledata is claiming to have
acquired M/s:Esys Singapore and showing the plot in question as its
asset.
        6. It was submitted on behalf of the appellant that transfer without D
 permission was not permissible as per Rule 9 and clause 15 ofthe allotment
 letter for ten years. It is not a case which is covert;<! by Condition No.15-
 b of the allotment letter. It is not only a case of transfer to D11bai company·
 but transfer of assets to Teledata, a Chennai based IT company. Affidavit
 of Mr. Vikas Goel mentions various facts though it was filed before the
 Estate Officer as well as the DIT Office. However, in spite of the E
.direction issued by this Court the respondent has not filed it nor has
 stated the facts mentioned in the same in the counter affidavit and wrong
 averments have been made. Reliance has been placed by the appellant
 on certain portions of the affidavit of Mr. Vikas Goel indicating that
 there had been transfer of assets of subsidiary in India. The. actual facts F
 regarding transfer of shares to Teledata have been suppressed. Teledata ·
 had published
             .     unaudited results mentioning that Teledata
                                                         .         along with its
 subsidiary is setting up a six acre TBO facility in Raj.eev Gandhi
 Information Technology Park in Chandigarh. The affidavit filed by Mr.
 Vikas Goel in Singapore court indicates that he has signed an agreement
 to sell 51 % stake to Teledata. Vikas Goel wanted to dupe Teledata and G·
 therefore surreptitiously transferred shares to Esys Global Holding, Dubai.
 It is a clear cut violation of the rules. Esys India had ceased its operations
  after 2010 as all its businesses were closed down and all the employees
 were laid off. The company has no business trans1J,ction, no employees,
 never deposited any PF nor filed sales-tax returns. ·It is a clear case of H
688             SUPREME COURT REPORTS                            (2016] 2 S.C.R.



A     transfer of property. Transfer means transfer in any form whatsoever
      and howsoever styled. A prayer was made by respondent on 24.9.2007
      to change the zoning plan. The prayerwa.s declined on 25. 10.2007 and a
      letter dated 25.10.2007 Wl!S issued. No construction had been made till
      the cancellation. No step had been taken to raise the construction also.
      Thus, their intention was never to start the construction.
B
            7. It was submitted on behalf of the respondent that there is no
      violation of clause 15 of the allotment letter. The allottee remains the
      same. Clause 15 is not attracted as transfer of site is not to the other
      entity. It is not a case of allottee company being merged with other
      company or a case of split. The allottee company was subsidiary of Ml
 c    s. Esys Singapore. The shares have been transferred to Mis. Ezy Global
      Holding, Dubai, company owned by Mr. Niraj Goel, brother of Mr. Vikas
      Goel. There is no occasion to lift the corporate veil in the instant case.
      There was no transfer of shares of the allottee by Mis. Ezy Dubai to Ml
      s. Teledata, Chennai. The respondent is a reputed company and has not
D     indulged in a speculative land deal.
           8. Clause 15 of the allotment Jetter reads as follows :
         "(a) The transferofCampus Site by the allottee shall not be allowed
              for a period of 10 years from the date of allotment, or till all dues
              are full paid, whichever is later. In exceptional circumstances
 E            permission may be granted for transfer prior to expiry of this
              period, for reasons to be recorded in writing.
         (b) Jn the event of the allottee company being merged with another
             company or in the event ofa split of the allottee company or the
             setting up of a subsidiary by the allottee company, in accordance
 F           with statutory provisions and with the permission of the concerned
             regulatory authorities, the consequent substitution of name of
             the alloftee may be allowed prior to the expiry of the period
             mentioned in sub-Para'(a) above, forthe reasons to be recorded
             in writing.
 G       (c)    Jn all cases of transfer or substitution the transferee, the new
               entity must satisfy in every respect of the conditions of eligibility
               for allotment of the site in question on the date of the application
               for transfer or substitution.
         (d) Permission for transfer shall be subject to payment of transfer
 H           charges as determined from time to time."
ESTATE OFFICER UT CHAl'JDIGARH v. ESYS INFORMATION 689
     TECHNOLOGIES PVT. LTD. [ARUN MISHRA, J.]

      9. Jhe appellant has relied upon the statement made in affidavit        A
dated 2. 7.2008 filed by Mr. Vikas Goel in the High Court of Singapore
thus:
      "16. As mentioned earlier, Esys Singapore's bankers and creditors
      withdrew their credit lines and demanded payment within days of
      the SEC Announcement. While Esys Singapore was negotiating              B
      with its bankers and suppliers, Esys Singapore was at the same
      time considering the various means by which it could raise funds
      to pay its creditors. One option it considered was through the sale
      of its assets, including its inventory, account receivables and
      subsidiaries. Esys Singapore approached several parties for this
      purpose. However, due to the deep financial crisis which Esys           c
      Singapore was in at the time as a result of the SEC Announcement,
      the offers which Esys Singapore received were based on liquidation
      value, as far as the subsidiaries were concerned. Only Esys Global
      Holdings Ltd. was prepared to buy certain subsidiaries including
      Ascent Capital Limited (which owned Esys Latin America), Esys           D
      India, and Esys Distribution (Korea) Ltd., based on these
      subsidiaries' book values/fair market value, without any pre-
      conditions.
      17. This offer by Esys Global Holdings Limited represented the
      best opportunity for Esys Singapore to maximize the amount of           E
      funds it could raise atthattime to pay its creditors. Esys, Singapore
      therefore agreed to sell certain subsidiaries to Esys Global Holdings
      at book value/fair market value, without pre-conditions. Further,
      at the time, Esys India, Esys Korea and Esys Latin America also
      had substantial amounts owing to their bankers and creditors. The
      sale of these subsidiaries to Esys Global Holdings Limited meant        F
      that these liabilities were transferred to the buyer, Esys Global
      Holdings Limited. The net liabilities of the Esys group were
      substantially reduced upon the sale of these entities.
                                    xxxxx
                                                                              G
      26. The Plaintiffs have alleged that I have divested my shares in
      Esys Singapore in order to dissipate my assets. This is not true.
      The transfer of my shares in Esys Singapore to Rainforest was to
      facilitate the investment ofTeledata in Esys Singapore, in order to
      shore up the confidence of Esys Siongapore's creditors in the
      wake of the SEC Announcement. I elaborate brietly'on this below.        H
690            SUPREME COURT REPORTS                           (2016] 2 S.C.R.


A           27. As a result of the SEC Announcement, Esys Singapore's
            creditors suffered a crisis of confidence in Esys Singapore's ability
            to meet its debts. The management of Esys Singapore decided
            that in order to rebuild the creditors confidence in Esys Singapore,
            a new investor would have to be found.
B           28. After extensive discussions with potential investors, Esys
            Singapore decided that Teledata's offer contained the best terms
            which Esys could secure in the aftermath of the SEC
            Announcement. To facilitate the investment ofTeledata (which
            was and is currently listed on the Mumbai Stock Exchange), in
            late December, 2006, I transferred my 19,999,998 shares in Esys
 c          Singapore to Rainforest. In exchange, I received shares in
            Rainforest.
            29. Teledata subscribed for new shares in Rainforest. In
            consideration, Teledata paid forthe new shares in Rainforest_and
            provided guarantees to Esys Singapore's creditors. On completion
D           of the transaction, I owned 58,880,000 shares in Rainforest
            (representing 49% of Rainforest) and Teledilta 61, 120,000 shares
            in Rainforest (representing 5 I% of Rainforest).
            30. As can be seen, the transfer of my shares in Esys Singapore
            was part of a package to secure a new investor in Esys Singapore.
 E          It was not carried out as a means to dissipate my assets. I will
            need additional time to elaborate on this in a substantive affidavit."
            I 0. With respect to transaction with Teledata, following facts have
      also been mentioned in the affidavit dated 2. 7.2008 of Mr. Vikas Goe[ :
            "35. The Plaintiffs have sought to rely on the sale of Esys's
 F
            assets, and on the transfer of my shares in Esys Singapore to
            show that Esys Singapore and I dissipated and wiH continue to
            dissipate our assets in the future. This is not true. Now that Esys
            Singapore is a subsidiary ofTe!edata, Esys Singapore has access
            to the resources of.the Te!edata group of companies. Given this,
 G          there is no need for Esys, or myself, to dissipate any of our assets.
            Indeed, Teledata has furnished numerous guarantees to Esys'
            suppliers. Copies of some of these guarantees are annexed as
            VG-20. The guarantees furnished by Te!edata have en11b!ed Esys
            Singapore to tide over a difficult period after the Plaintiff's SEC
            Announcement, which prompted a deep financial crisis for Esys
ESTATE OFFICER UT CHANDIGARH v. ESYS INFORMATION 691
     TECHNOLOGIES PVT. LTD. [ARUN MISHRA, J.]

       Singapore.                                                                A
      36. It will also not be possible for any ofEsys Singapore's assets
      to be dissipated as Teledata holds a charge over these assets.
      Teledata, being a public listed company, is accountable to its
      shareholders for any disposal of the assets of its subsidiary, Esys
      Singapore. Copies of the charges in favour of Teledata are                 B
      collectively annexed as VG-21. As this is publicly available
      information, it is surprising the Plaintiffs have chosen not to inform
      this Honourable Court of the existence of the charge created in
      favour of Teledata."
     11. In the affidavit dated 24.7 .2008 tiled in the High Court of Republic   c
of Singapore in the same suit with respect to charge by Teledata
Informatics Ltd., over the assets of Mis. Esys Singapore, it has been
mentioned that general charge of Teledata remains. Following facts
have been mentioned :
        "I 0. I have at paragraphs 16-17 of my 2"' Affidavit referred to         D
       Esys Global Holdings Ptd ("Esys Dubai") being prepared to buy
       certain of Esys Singapore's subsidiaries at those subsidiaries's
       book values/fair market value, without any pre-conditions. I expand
       on.the circumstances of this offer below.
       11. Esys Dubai was prepared to buy over Esys Singapore shares             E
       in its subsidiaries, and make a loan to Esys Singapore up to the
      ·total value of about USD48m. However, Esys Dubai could only
       buy the subsidiaries once those subsidiaries had been properly
       valued, and any regulatory approvals required for the transfer of
       those shares had been obtained.
                                                                                 F
                                  xxxxx
       19. Teledata essentially recommended the same kind of
       restructuring for Esys Singapore to deal with its financial situation,
       in that it recommended a holding company to hold I 00% of the
       shareholding in Esys Singapore. However, instead of proposing
                                                                                 G
       the issue of convertible bonds from the holding company like Credit
       Suisse, Teledata was prepared to invest directly in the holding
       company. Furthermore, Teledata was prepared to give Corporate
       Guarantees to Esys Singapore's Suppliers and bankers, in return
       for a charge over Esys Singapore's assets in order to keep Esys
       Singapore operating.                                                      H
692            SUPREME COURT REPORTS                            (2016) 2 S.C.R.


A                                      xxxxx
            21. As part of the Teledata deal, and as previously set out in my
            2"' Affidavit, I transferred all my shares in Esys Singapore and in
            Esys Holdings Pte Ltd (collectively referred to herein as
            "Consideration Shares") to Rainforest, and received Rainforest
B           shares in return. On completion of the transaction, as set out in
            paragraph 29 of my 2"' Affidavit, I owned 58,888,000 shares in
            Rainforest (representing 49% of Rainforest) and Teledata owned
            61, 120,000 shares in Rainforest (representing 51 % of Rainforest).
            22. Teledata paid valuable consideration to Rainforest to subscribe
c           for its shares in Rainforest. All of Rainforest's assets, including
            the subscription monies received from Teledata, and the
            Consideration Shares, are subject to the control of the Board of
            Rainforest, which is controlled by Teledata as the majority
            shareholder. As minority shareholder of Rainforest, I am certainly
            in no position to dissipate its assets."
D
           12. A copy of Enterprise IT, 2008 has also been filed with rejoinder
      in which it has been reported that Teledata has acquired Esys.
            13. In view of the aforesaid statement made in the affidavit of Mr.
      Vikas Goel, it is apparent that in spite of the clear direction made by this
 E    Court, the respondent has suppressed the facts with respect to its deal
      with Mis. Teledata Ltd. There is concealment of material facts by the
      respondent in spite of having been directed to disclose the full facts in
      the counter affidavit by specific order passed on 16.7.2015. It is apparent
      from the affidavit dated 2. 7.2008 of Mr. Vikas Goel extracted above
      that in order to raise the fund to pay to its creditors, Mis. Esys Singapore
 F    considered its option to raise it through the sale of its assets and
      subsidiaries and Mis. Esys Global Holding Ltd. was prepared to buy
      subsidiaries including Mis. Esys India based on book value. It has been
      mentioned in para 17 that sale of its subsidiaries to Mis. Esys Global
      Holding meant that these liabilities were transferred to the buyer. Thus
 G    there is sale of assets and subsidiaries and the denial that there is no sale
      is incorrect statement. In the affidavit dated 24.7.2008 in paras IO and
      11, it is apparent tliat purchase by M/s. Esys Dubai of the assets of Ml
      s. Esys Singapore and its subsidiaries after taking regulatory approvals
      which were required for transfer of shares. Thus, under the garb of
      transfer of shares, the respondents have completed the sale and is creating
H
ESTATE OFFICER UT CHANDIGARH v. ESYS INFORMATION 693
     TECHNOLOGfES PVT. LTD. [ARUN MISHRA, J.)

a screen to conceal this aspect. Deal with Teledata is also apparent             A
from the aforesaid paras 19 to 21 of the affidavit of Mr. Vikas Goel.
Unfortunately, the respondent has concealed the facts with respect to
Teledata and has not come out with clean hands. It is also apparent that
Teledata in its unaudited results has published that Teledata along with
its subsidiary M/s. Esys Technologies is setting up a six acre TBO facility
                                                                                 B
in Rajeev Gandhi Information Technology Park in Chandigarh.
      14. In Juggilal Kamlapat " Commissioner of Income-tax, U.P.
AIR 1969 SC 932, it has been laid down that the doctrine of lifting of
corporate veil can be applied by court and it is entitled to lift the mask of
corporate veil when it is used for perpetrating fraud or for evasion of
tax. Corporate veil can also be lifted where promoters act in furtherance
                                                                                 c
of their dishonest and fraudulent design as laid down in Jai Narain
Parasrampuria (Dead) & Ors. v. Pushpa Devi Saraf & Ors. 2006
(7) SCC 756, State of U.P. & Ors. " Renusagar Power Co. & Ors.
AIR 1988 SC 1737. Lifting of the veil has been held to be permissible in
Life Insurance Corporation of India v. Escorts Ltd. & Ors. AIR                   D
1986 SC 13 70. In the instant case task is made easy as such facts on
lifting veil are writ large from affidavits ofrespondent filed in Singapore
High Court.
     15. It is apparent that M/s. Esys Singapore has entered in such
transactions with Dubai company and it appears prima facie from the              E
affidavit of Mr. Vikas Goel and there was a further right created in
favour of Teledata though dispute with Teledata has to be decided in
pending cases. The provisions of Rule 9 of the Rules and Clause 15 of
the allotment letter have been clearly violated. Thus, we are of the
considered opinion that the order passed by the High Court is not
sustainable and resumption of the al lotted land by the appellant was            F
legal and proper. The respondent is guilty of suppressio veri and
suggestio falsi and has violated order dated 16. 7.2015 passed by this
Court as to disclosure.
   · 16. Resultantly, we have no hesitation in setting aside the order
passed by the High Court. The appeal is allowed. Parties to bear their           G
own costs.
Devika Gujral                                                 Appeal allO\red.