Trikona Advisers Ltd. v. Rakshitt Chugh et al:
Trikona Advisers Ltd. v. Rakshitt Chugh et al: Defendants’ Memo on Cayman Proceedings
From OffshoreAlert
Defendants’ Memorandum of Law Regarding the Treatment by the U. S. Court of Legal Proceedings in the Cayman Islands in Trikona Advisers Limited v. Rakshitt Chugh, Peak XV Capital Advisers, LLC, Peak XV Capital, LLC, Peak XV GP, LLC, Peak XV Fundamental Value, LP, ARC Capital, LLC, and Rakshitt Chugh, Trustee of the RC Family Trust at the U. S. District Court for the District of Connecticut.
Background to above:
Source: Trikona Capital
Friday, December 11, 2009 12:50 PM IST (07:20 AM GMT)
Editors: General: Consumer interest, Law & justice; Business: Accounting & management consultancy services, Banking & financial services, Business services, Financial Analyst, Stock exchanges
Termination of Portfolio Management Agreement
Mumbai, Maharashtra, India, Friday, December 11, 2009 — (Business Wire India)
Trikona Trinity Capital PLC (AIM:TRC) (the “Company”) yesterday announced that it has given notice to terminate the portfolio management agreement dated 13 April 2006 between the Company, Trinity Capital Mauritius Limited and Trikona Advisers Limited (the “PMA”).
The Company has cited breaches of the PMA by Trikona Advisers Limited (“TAL”). TAL considers that there is no basis in fact to the allegations made against it by the Company.
TAL considers that the Company does not have grounds for termination of the PMA and will resist the alleged termination notice announced yesterday. Furthermore, TAL considers that the Company is in breach of the PMA and intends to pursue a number of claims against the Company in this regard.
In a period of unprecedented global turmoil, TAL’s performance in relation to the management of the Company’s assets has created returns of approximately £86 million with an internal rate of return of 97% to the Company. Furthermore, TAL has enabled the release of approximately £20.9 million of cash by renegotiating and reworking certain contracts and, since the Company introduced its new investment policy in March 2009, one investee company, Pipavav Shipyard Limited, has successfully concluded an IPO and two others, IL & FS Transportation Networks (India) Limited and DB Realty Limited have filed for IPOs.
TAL has reserved its position and is currently consulting with its professional advisers and may make further announcements in due course.
Trikona Trinity faces $116m claim
14 January 2010 @ 03:49 pm BST
Trikona Trinity Capital is facing a $116m claim – plus interest and costs – from Immobilien Development Indien I and II.
The claim is also addressed to Trikona Trinity’s wholly-owned subsidiary Trinity Capital Mauritius Ltd, Trikona Advisers Ltd – the investment manager of the company – Aashish Kalra and Rakshitt Chugh, who together control TAL and TSF Advisers Mauritius Ltd, a joint venture between TAL and SachsenFonds Asset Management.
Trikona Trinity explains: “In November 2007 and May 2008 Immobilien I and Immobilien II – which were both sponsored by SachsenFonds GmbH – purchased from TCML interests in various Mauritian companies which in turn owned equity stakes in Indian investment vehicles which held certain of the company’s development projects in India.
“Accordingly, Immobilien I and/or Immobilien II are partners with the company in respect of five of its development projects in India.”
It says the claim makes serious allegations against Kalra and Chugh and TAL in connection with the transactions and their subsequent behaviour in relation to the Mauritian and Indian companies.
The claim alleges a general failure by Trikona Trinity and TCML to supervise and prevent the activities of Kalra and Chugh and TAL, that they colluded with Kalra and Chugh and TAL and benefited from completion of the transactions.
The amount claimed by Immobilien I and Immobilien II is the original cost of their investment of nearly $116m in aggregate, plus interest and costs.
Trikona Trinity and TCML intend to resist the claims made against them.
The company intends to seek further detail and information from Immobilien I and Immobilien II and will respond in due course.
For more on this story go to:
http://www.ibtimes.co.uk/articles/20100114/trikona-trinity-faces-116m-claim.htm
Source: Trikona Capital
Monday, January 18, 2010 01:00 PM IST (07:30 AM GMT)
Editors: General: Consumer interest, Law & justice; Business: Accounting & management consultancy services, Banking & financial services, Business services, Financial Analyst, Stock exchanges
Trikona Capital: Denial of Claims
Mumbai, Maharashtra, India, Monday, January 18, 2010 — (Business Wire India)
Trikona Trinity Capital PLC (AIM:TRC) (the “Company”) has today announced (RNS number 5802F) that it has received a notification of claim (the “Notification of Claim”) from Immobilien Development Indien I GmbH & Co. KG (“Immobilien I”) and Immobilien Development Indien II GmbH & Co. KG (“Immobilien II”), limited partnerships incorporated in Germany. The Company’s notification states that the Notice of Claim raises “serious allegations” against Trikona Advisers Limited (“TAL”) and its principals, Mr Rakshitt Chugh and Mr Aashish Kalra, in relation to certain investments made by both Immobilien I and Immobilien II. TAL denies all allegations against it, and will defend any claims vigorously.
On 10 December 2009, the Company previously announced (RNS number 8837D) that it had sent a notice of termination to TAL in respect of the Portfolio Management Agreement dated 13 April 2006 between the Company, Trinity Capital Mauritius Limited and TAL (the “PMA”) pursuant to which TAL provided management services in respect of the Company’s investment portfolio. Should TRC continue to maintain this notice, TAL will be owed substantial sums of performance and management fees by TRC and will pursue claims as and when necessary. TAL contends that the notice is invalid, and was in any event an unlawful termination not justified under the terms of the PMA.
TAL, Mr Chugh and Mr Kalra – who were, along with the Company, recipients of the Notification of Claim – all deny that they have breached any legal duty owed to Immobilien I, Immobilien II or the Company. They reserve their position and are currently consulting with their professional advisers and may make further announcements in due course.
TAL is one of the leading investment portfolio managers in the market. In a period of unprecedented global turmoil, TAL’s performance in relation to the management of the Company’s assets has created returns of approximately £86 million with an internal rate of return of 97% to the Company. Furthermore, TAL has enabled the release of approximately £20.9 million of cash by renegotiating and reworking certain contracts and, since the Company introduced its new investment policy in March 2009, one investee company, Pipavav Shipyard Limited, has successfully concluded an IPO and two others, IL & FS Transportation Networks (India) Limited and DB Realty Limited have filed for IPOs.
Source: Trikona Capital
Tuesday, January 26, 2010 12:30 PM IST (07:00 AM GMT)
Editors: General: Economy; Business: Accounting & management consultancy services, Banking & financial services, Financial Analyst, Law firms
Trikona Capital: Notification
Mumbai, Maharashtra, India, Tuesday, January 26, 2010 — (Business Wire India)
Trikona Trinity Capital PLC (AIM:TRC) (the “Company”) has yesterday announced (RNS number 0477G) the appointment of Rothschild (as lead adviser) and DTZ (as co-adviser) to assist the Company in relation to the selection and appointment of a replacement for Trikona Advisers Limited (“TAL”) as the Company’s portfolio manager. This follows the Company’s announcement (RNS number 8837D) of 10 December 2009 that it had served a notice of termination (the “Notice”) on TAL in relation to the Portfolio Management Agreement dated 13 April 2006 (the “PMA”) pursuant to which TAL was appointed as the Company’s exclusive portfolio manager for a ten year term.
This announcement is to notify any third parties that TAL disputes the Company’s entitlement to terminate the PMA and seek a replacement manager. TAL further notifies formally that the Notice served by the Company is invalid and without effect. It discloses neither any grounds for termination nor does it identify any breaches which TAL is required to remedy. TAL will dispute the entitlement of the Company to seek to replace TAL. TAL further contends that the Notice does not operate so as to terminate the PMA and that any third party seeking to perform these functions will necessarily be interfering with the legitimate rights of TAL under the PMA.
Trikona Advisers Limited v. Chugh
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Plaintiff: Asia Pacific Investments LTD
Defendant – Appellees: Peak XV Capital Advisers LLC, Peak XV Capital LLC, Peak XV GP LLC, ARC Capital LLC, Rakshitt Chugh, Trustee of the RC Family Trust, Peak XV Fundamental Value Limited Partnership, RC Family Trust and Byte Consulting Inc
Plaintiff – Appellant: Trikona Advisers Limited
Case Number: 12-4445
Filed: November 7, 2012
Court: U.S. Court of Appeals, Second Circuit
Nature of Suit: Contract – Stockholders Suits
ORDER ON PLAINTIFFS’ AMENDED MOTION FOR TEMPORARY RESTRAINING ORDER AND ANTI-SUIT INJUNCTION OR, ALTERNATIVELY, FOR ACCELERATED AND CONSOLIDATED TRIAL ON THE MERITS [DOC. #237]
WILLIAM I. GARFINKEL, Magistrate Judge.
After careful review of the moving and opposition papers, and as discussed with Counsel in a telephone status conference yesterday, the Court DENIES Plaintiffs’ Motion for Temporary Restraining Order and Anti-Suit Injunction or, Alternatively, for Accelerated and Consolidated Trial on the Merits [Doc. #220].
With respect to their request for a temporary restraining order, Plaintiffs have not carried their burden of showing probable irreparable harm, nor that the alleged injury is incapable of being fully remedied by monetary damages. Jackson Dairy, Inc. v. H.P. Hood & Sons, Inc., 596 F.2d 70, 72 (2d Cir. 1979). The only alleged harm is the possibility that the Cayman court, after a trial in January 2013, will decide to wind-up Trikona Advisers Limited (“TAL”) and appoint official liquidators to distribute the assets of TAL. As Defendants point out, Plaintiffs’ motion is not designed to preserve the status quo but to prevent the Cayman court from proceeding with a trial on the winding-up of TAL. Further, since a winding-up of the company would involve a distribution of assets, any injury to TAL could be remedied by monetary damages. Additionally, assuming liquidators are appointed, they could continue this litigation on behalf of TAL. Thus, Plaintiffs’ request for a temporary restraining order is denied.
As for Plaintiff’s request for an anti-foreign-suit injunction, this is an extraordinary remedy that should be used only with great restraint, as it necessarily restricts the jurisdiction of a foreign tribunal. China Trade & Dev. Corp. v. M.V. Choong Yong, 837 F.2d 33, 35-36 (2d Cir. 1987); United States v. Davis, 767 F.2d 1025, 1038 (2d Cir. 1985). Here, Plaintiffs have not met either of the two threshold requirements for such an injunction. Neither are the parties the same in both actions, nor would resolution of this case be dispositive of the action to be enjoined. Paramedics Electromedicina Comercial, Ltda. v. GE Med. Sys. Information Techs., Inc., 369 F.3d 645, 652 (2d Cir. 2004). This action concerns the alleged breaches of fiduciary duty by Defendants Chugh and ARC Capital, LLC, and unfair competition by the remaining Defendants. The Cayman proceedings concern the winding-up of TAL. Because Plaintiffs have not met the threshold requirements for an anti-foreign-suit injunction, the Court need not consider the remaining factors identified by the Second Circuit as relevant considerations. See China Trade, 837 F.2d at 35. Thus, the Court finds that an anti-foreign-suit injunction is not warranted.
Plaintiffs also request that this Court set this case for trial in December and, pursuant to Rule 65(a)(2), Fed. R. Civ. P., to consolidate the trial on the merits with the hearing on the pending Amended Motion for Preliminary Injunction. A hearing on Plaintiffs’ request for a preliminary injunction is presently scheduled for November 7th and 8th, 2012, before the Undersigned. Based upon representations from counsel yesterday, it appears unlikely that this will go forward due to outstanding discovery requests addressed to third-parties. However, at the present time, the Court is leaving the current briefing and hearing schedule in place. As for a date for a trial on the merits, that is a matter for the District Judge to whom this case will be transferred to decide. Thus, the Court denies Plaintiffs’ request for an expedited trial date as well as their request for a consolidated trial without prejudice to their renewing this request before the District Judge to whom this case will be assigned.
Accordingly, Plaintiffs’ Amended Motion for a Temporary Restraining Order and Anti-Suit Injunction Against the Cayman Proceeding is DENIED [Doc. #237] and Plaintiffs’ Request for an Expedited Trial Date and for Consolidation of the Trial on the Merits with the Evidentiary Hearing on the Amended Motion for Preliminary Injunction [Doc. #237] is DENIED WITHOUT PREJUDICE. This Order also necessarily terminates Plaintiffs’ Motion [Doc. # 220] requesting the same relief.
See also article in today’s iNews Cayman “Maples and Calder Responds to Trikona Advisers’ Press Release”
