Vous êtes sur la page 1sur 4

SUMMARY

The benefits of a self-driving car are tipped to change the face of transportation. This is due
to various factors, one among which is the predictive nature of the car and its trajectory.

Doobler, Inc. is a pioneer in self-driving cars, their prototype being the Debla. Helona
Muskinova, the founder of Doobler, has always been wanting to put a Debla in every single
country of the world

It decided to establish a manufacturing facility in India, by setting up a subsidiary named


Doobler Automotives (India) Private Limited.

In order to take advantage of the local expertise, it decided to partner with a local
entrepreneur in order to source some parts and technology. It decided to tie up with Soniser
Technologies Limited, which specializes in automation in the transport industry, founded by
Mr. Kailash Soni.

While Mr. Soni owns 70% shares in Soniser, his wife Mrs. Kamla Soni and daughter Ms. Mia
Soni collectively own 5% shares, and a venture capital firm South Bridge Investment
Partners Private Limited owns the remaining 25% shares. The board of directors comprises
Mr. Soni, Mrs. Kamla Soni and Mr. Chad Berry, a nominee of South Bridge.

Doobler India and Mr. Kailash Soni initiated discussions regarding possible arrangements for
development of sensor technology for the Debla cars to be manufactured in India. Doobler
wished to have a relationship with only the ultimate supplier of these sensors, in this case
Soniser Technologies Limited, despite knowing that Soniser may parcel out portions of the
design of the sensors to other entities.

The two companies entered into a Sensor Supply Agreement on May 8, 2013 for a period of
5 years. The Supply Agreement contained a clause, which mentioned that Soniser intends to
obtain some parts and technology from other entities in order to fulfil its commitments,
which wasnt a problem with Doobler India as its focus was on a one-stop solution from
Soniser.

The total value of the sensors to be supplied was estimated to be in the range of Rs. 450
crores, of which Doobler India was to pay Soniser a sum of Rs. 45 crores as advance. After
using a sum of Rs. 10 crores for obtaining materials for the sensor, Soniser retained Rs. 30
crores in its bank account with Iki Bank at its M.G. Road, Bengaluru branch, and paid over a
sum of Rs. 5 crores into the bank account of Soniser Futuristics Private Limited, a subsidiary
of Soniser, which was also maintained with the same Bank Branch.

Although Soniser has the requisite expertise in the automotive sensor industry, it does not
have all the resources of manufacturing as well as development of technology. So Mr. Soni
approached his good friend Mr. Sundaram Tukai, who ran two successful companies.
Retrofit Automotive Parts Limited was a manufacturing entity that supplied various spare
parts that had recently been conducting research on sensors for self-driving cars, while
Reprogramming Technologies Limited writes customized software for the automotive
industry. The combination of the hardware manufactured by Retrofit and software
developed by Reprogramming would turn out to be a winning combination for self-driving
cars.

On May 25, 2013, Soniser entered into two agreements. One, a Sensor Hardware Supply
Agreement (SHSA) with Retrofit under which Retrofit would supply the sensor equipment
to Soniser, and two, a Sensor Software Services Agreement (SSSA) with Reprogramming
which would provide the software required to be used in the sensors that Retrofit would
supply.

In terms of payments under the SHSA and SSSA, they were structured such that Soniser
would pay over to Retrofit and Reprogramming in the aggregate the price it receives from
Doobler India under the Supply Agreement, but after retaining a commission of 10%.

Although Soniser here appears to be some sort of middle man, that is not to say that it did
not contribute meaningfully to the project. Despite all the hardware and software being
manufactured and developed by Retrofit and Reprogramming respectively, Soniser
deployed a team of two engineers to the Doobler India project in order to perform testing
and quality control to ensure technical specifications were being met.

In late 2013, Soniser suffered a minor setback. In 2011, Soniser had issued corporate bonds
worth Rs. 20 crores on a private placement basis to Brill Bank AG, a German bank, which
lent the money to Soniser for a space travel project. However, that project had to be
shelved due to lack of future prospects and consequently, by mid-2013, Soniser began
defaulting on its interest payments under the bonds to Brill Bank.

The bank, obviously being concerned, issued a legal notice addressed to Soniser on August
20, 2013. The legal notice stated that Soniser is required to pay a sum of Rs. 23.50 crores
(principal together with interest).

When Mr. Chad Berry, one of the directors of Soniser, saw this, he became livid as he did
not recall such a bond issue ever being approved by the board. Upon investigation, Mr.
Berry found that the Sonis deliberately kept the bond issue under wraps from Mr. Berry, lest
he object to the transaction as it would substantially increase the financial risk for the
company.

Mr. Berry threatened legal action against the Sonis, but in the meanwhile, he asked that
Soniser reply to Brill Bank on the basis that the bonds invalid as they were issued without
the unanimous board approval of Soniser.
In response, the solicitors of Brill Bank wrote a letter, attaching a copy of a resolution
passed by the board of directors of Soniser unanimously. It contained the signatures of all
three directors, including Mr. Berry. Mr. Berry discovered that the Sonis had forged his
signature, and although Brill Bank had the documentation reviewed by its solicitors, it did
not discover any irregularities.

On hindsight, however, it became clear that Brill Bank was the victim of an orchestrated act
of fraud perpetrated by the Sonis, leaving them with no option but to file a civil suit for
recovery before the City Civil Court, Bengaluru.

It filed for recovery of a total sum of Rs. 23.50 crores, and also sought a Mareva injunction in
respect of the sums that Soniser held in its bank account with Iki Bank. Soniser, under the
insistence of Mr. Berry, sought a dismissal of the civil suit on the ground that Soniser had
not validly entered into the bond issuance, and hence the terms were not binding on it. In
any event, Soniser also contested the request for a Mareva injunction on the ground that
the monies lying in the account with Iki Bank did not belong to Soniser as it was being held
on behalf of Retrofit and Reprogramming.

At the first instance, the City Civil Court, Bengaluru dismissed the suit against Soniser.
Against, this Brill Bank preferred an appeal before the Karnataka High Court.

Separately, on January 18, 2015, Promenade Fabricators Limited, the suppliers of certain
metal parts used by Soniser, obtained a decree from a civil court in Odisha against Soniser
for a sum of Rs. 8 crores, because Soniser had defaulted on payments due under supply
arrangements. Promenade has been unable to obtain a recovery on its judgment, and hence
initiated proceedings against Soniser as well as Soniser Futuristics seeking a garnishee order
in respect of the monies held in Soniser Futuristics bank account with Iki Bank.

Both Soniser and Soniser Futuristics resisted on similar grounds i.e. that the monies lying in
the account with Iki Bank did not belong to Soniser as it was being held on behalf of Retrofit
and Reprogramming.

The City Civil Court, Bengaluru dismissed the garnishee proceedings against Soniser
Futuristics. Against, this Promenade preferred an appeal before the Karnataka High Court.

On the evening of June 15, 2015, tragedy struck while Mr. Soni was test driving a prototype
of the Debla, in order to check the quality and other functionalities of the sensor that it was
developing for Doobler India. He was alone in the car, which was performing impeccably on
the roads of Bengaluru.

After a while, though, he was overcome by his weariness, and left the car on autopilot, with
the occasionally nodding off. During one such lapse, the Debla test car entered a one-way
from the wrong side and encountered the lights of an oncoming car from the opposite
direction. There was a head-on collision at a fairly high speed, and Mr. Soni as well as the
driver of the other car suffered fatal injuries.

After investigation, it was found that the sensor had malfunctioned. the sensor mistook the
headlights of the car travelling towards it to be the lights of two motorcycles and instead
attempted to travel in between the two.

Mr. Berry became frantic with this development. Not only did South Bridges investee
company lose its key managerial personnel, it also raised significant doubts about the
reliability of self-driving cars. Doobler, Inc.s share price plummeted on the back of this
news.

The consequent investigation by Mr. Berry led to the revealing of the knowledge from one
of the two engineers from Soniser that that the sensor suffers from an inherent defect. The
sensors accuracy gets affected when there is a high level of air pollution, and this issue had
been raised with Mr. Soni a couple of days before the fateful accident, but Mr. Soni
mentioned that he would try to resolve the issue through further testing.

A joint civil suit was immediately filed against it before the City Civil Court, Bengaluru. One
of the plaintiffs to the suit was Mrs. Parvathi Puttappa, the widow of Mr. Puttappa, who was
in the car involved in the collision with the Debla. The second set of parties to the suit was
the family of Mr. Kailash Soni, being Mrs. Kamla Soni and Ms. Mia Soni.

In this joint suit, the plaintiffs sought damages from Soniser for wrongful death caused to
the two deceased persons, including a Mareva injunction in respect of the sums that Soniser
held in its bank account with Iki Bank.

However, Soniser vehemently contested the existence on any liability whatsoever to the
plaintiffs. In any event, it also contested the request for a Mareva injunction on the ground
that the monies lying in the account with Iki Bank did not belong to Soniser as it was being
held on behalf of Retrofit and Reprogramming.

At the first instance, the City Civil Court, Bengaluru dismissed the suit against Soniser.
Against this, the original plaintiffs preferred an appeal before the Karnataka High Court.

Now, all of the appeals referred to above are being taken up for hearing on a combined
basis.

Vous aimerez peut-être aussi