TMI Blog2013 (3) TMI 505X X X X Extracts X X X X X X X X Extracts X X X X ..... avit in this Court within three days stating that if there are any further statutory or Government dues that may be found to be payable by TAML, they will be paid in accordance with law. With the above statement there are no further objections to the Scheme. Accordingly, sanction is hereby accorded to the Scheme as propounded by the Propounders with the modifications that the post dated cheque dated 31st March 2013 issued to IDBI will be honoured upon presentation, the balance dues of the IFCI will be paid within six months from today together with simple interest @ 15% per annum. IARC will be permitted to appropriate Rs.2.5 crores kept with it in a no lien account towards its dues. The balance dues of IARC will be paid within four months from the date of sanction of the Scheme. Apart from clearing the statutory dues as mentioned in the Scheme, any further statutory dues that may become payable will be paid by the Propounders in accordance with law. The dues of the Government and statutory bodies as mentioned in the Scheme and in the affidavit dated 11th October 2012 of Mr. Satish Thapar will be paid within four months from the date of sanction of the Scheme. The fund positio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Sections 391 to 394 of the Companies Act, 1956 ( Act ) for revival of TAML which was ordered to be wound up by the Court by an order dated 25th April 2000 in Co. Pet. No. 81 of 1996. 2. Earlier, by an order dated 11th May 2011 in Co. Appln. Nos. 742 and 744 of 2011 in Co. Pet. No. 81 of 1996, the Court had issued directions for holding of the meeting of the share holders, secured and unsecured creditors of TAML. Pursuant to the said order a meeting of the secured creditors was held on 9th July 2011. 5 of the secured creditors representing 90.57% approved the Scheme. In the meeting of the equity share holders held on the same day, 62 share holders representing 100% of the members present and voting approved the Scheme. At the meeting of the unsecured creditors held on the same day, 41 unsecured creditors representing 99.07% approved the Scheme. It is stated that apart from the fact that the Scheme has been approved by over 90% of the share holders and secured and unsecured creditors of TAML, the Scheme will also benefit all the parties concerned and will be in public interest. 3. A copy of the Scheme has been enclosed as Annexure P-3 to Co. Pet. No. 425 of 2011. The main featur ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 0 247.24 (**) 38.03 209.21 (d) State Bank of India 245.00 12.25 (e) ICICI assigned to Standard Chartered Bank 45.00 (*) 0.00 (f) Punjab Financial Corporation 6.43(**) 6.43 Total 1719.93 525.92 Settlement Letters issued by secured creditors have already been filed with this Hon ble Court enclosed marked as Annexure P-4 (Colly), Annexure P-5 (Colly), Annexure P-6 (Colly), Annexure P-7 (Colly) Annexure P-8 (Colly). (*) Applicant has already approached SCB for settlement at Rs.45 lakhs and approval is yet to be received. Copy of letter for settlement is enclsosed as Annexure P-9. (@) IFCI has issued letter to revoke OTS but as per OTS terms, pending settlement amount will carry interest. (**) Dues of PSIDC and PFC have been paid full. B. Class II- Fixed Deposit Holder Employee Dues Sl. No. Name Settlement offered 1. Fixed Deposit Holders 312.30 2. Employees claim 0.73 Total 313.03 C. Class III-Govt. Dues Statutory liabilities ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... has been filed by Mr. Satish Thapar, one of the former Directors of TAML stating that pursuant to the publication effected in the newspapers as directed by the Court, no objection has been received from any share holder, secured creditors, unsecured creditors or any other party. 8. Mr. Satish Thapar has on 3rd March 2012 filed a rejoinder to the objections of the OL. In this he has disclosed that except IFCI all other creditors have accepted the Scheme upfront. It is further stated that the total payment of Rs.525.92 lakhs through the strategic investor itself establishes the bonafides of the Scheme. It is further stated that the Scheme is viable and if given effect to, all the liabilities of TAML will be wiped out. As regards the strategic investor, it is explained as under: A very close friend of the promoters have (sic has)come forward to help in settlement and to revive company. The promoters had given personal guarantee and there is huge decree passed by Debt Recovery Tribunals. The promoters considered appropriate to settle dues of the creditors and revive operations, hence they requested close old family friend for help. Shri Karam Singh Bath resident of H.No. 285, New ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... egic investor which demonstrates the bonafides shown by it to revive the company. It is explained that the revival is in two phases: (a) establish the operations of the oil mill in the first phase and (b) real estate development of surplus assets in second phase. A sum of Rs. 0.73 lakhs is offered for settling the claims of the employees. 11. On 10th December 2012, a counter affidavit was filed by IARC stating that Rs.250 lakhs deposited with it has been kept in a no lien account. It is submitted by IARC that TAML should be directed to pay it the settlement amount as per the Scheme. 12. The submissions of learned counsel for the parties have been heard at some length. 13. Counsel for IARC states on instructions that IARC agrees that after appropriating the sum of Rs. 250 lakhs kept in the no lien account towards its dues, the balance amount would be paid by TAML to IARC within four months of the sanction of the Scheme. 14. Counsel for the IFCI states on instructions that IFCI is agreeable that the balance amount owing to it can be paid to by TAML within six months from the date of the sanction of the Scheme together with simple interest @ 15% per annum. 15. Counsel for th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al to the interest of its members or to public interest. The basic principle underlying such a situation is none other than the broad and general principle inherent in any compromise or settlement entered into between the parties, the same being that it should not be unfair, contrary to public policy and unconscionable or against the law. 18. The Court proceeds to examine the Scheme for revival presented to it by the former Directors of TAML in light of the above principles. The explanation offered by Mr. Satish Thapar in his affidavit in regard to the objections raised by the OL merits acceptance. What weighs with the Court first is that over 90% of the share holders, secured creditors and unsecured creditors of TAML have approved the Scheme. The second factor is that the strategic investor has demonstrated its bonafides by bringing in the money which has been used to pay off some of the secured creditors as noted hereinbefore. Thirdly, the terms on which the balance amount will be paid to the creditors appears to be reasonable. Learned counsel appearing on behalf of the creditors have conveyed to the Court that they accept the terms of payment as proposed. Therefore the object ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... report of that meeting was chaired by Mr. P.K. Mittal. He has sworn an affidavit dated 15th July 2011 enclosing his report of meeting as Annexure-A. He has stated that the unsecured creditors were summoned by notice served individually upon them in person by post and by advertisements published in Delhi Edition of Indian Express (English) in its issue dated 14th June, 2011 and in Veer Arjun (Hindi) in its issue dated 14th June, 2011. Ludhiana Edition of Indian Express (English) dated 14th June, 2011 and Ajit Samachar (Hindi) dated 14th June, 2011 and duly held at Hotel Parkland Exotica, Chhatarpur Mandir Road, Mehrauli, New Delhi on 9th July, 2011 at 3.00 P.M. The report also notes that 44 unsecured creditors attended the meeting by which they approved the Scheme. 22. When notices have been served of the meeting to approve the Scheme on all the unsecured creditors including the Government departments, the requirement of giving them an opportunity to object to the Scheme has been fulfilled. When no objection till date has been received, it cannot be presumed that they have any objection to the Scheme as such. Nevertheless, Mr. Arun Kathpalia, learned counsel appearing f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... days TAML will file with the ROC an intimation of revival of TAML and take all other appropriate steps including filing of final returns, balance sheets and other statutory documents in accordance with law. 27. In the event there is any default in any of the above steps, it will be open to the parties to approach this Court for directions. 28. Company Petition No. 425 of 2011 is disposed of in the above terms. CA No. 322 of 2013 in Co. Pet. No. 81 of 1996 (for modification of order dated 29th September 2005) 29. This is an application for modification of order dated 29th September 2005 passed by the Court in regard to purchase of 8.78 acres of land by the Applicant belonging to TAML at Rudrapur, Tehsil Kichha, District Nainital (Uttarakhand). It is stated that earlier the Applicant had filed an application, being CA No.1178 of 2004 which was disposed of by the Court on 29th September 2005 rejecting the prayer of the Applicant that he should be given possession of 12 acres of land instead of nine acres. Counsel for the parties confirm that the sale was made to the Applicant of only 8.78 acres and possession was also given to him of that extent of land. 30. In the present ..... X X X X Extracts X X X X X X X X Extracts X X X X
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