2013 (1) TMI 1017 - HC - Companies Law

Summary

Issues involved: Redemption of compulsory convertible debentures (CCDs), repayment terms, reconciliation of interest amounts, payment of future interest, seeking directions from the court, compliance with settlement terms, filing of undertakings and affidavits, stay on impugned notices, communication with bankers, keeping Expression of Interest in abeyance.

Redemption of CCDs: The CCDs with a face value of Rs. 10 Lakhs issued to the respondent for Rs. 100 Crores will be redeemed. A repayment plan is agreed upon where Rs. 100 Crores will be repaid in three instalments: Rs. 10 Crores by 15.03.2013, Rs. 15 Crores by 20.04.2013, and the balance of Rs. 75 Crores by 30.06.2013.

Reconciliation of Interest: The accrued interest due as of 15.01.2013 is disputed between the parties, with the respondent claiming Rs. 4.34 Crores and the petitioner acknowledging Rs. 1 Crore. The parties agree to reconcile the difference, with the petitioner paying the admitted amount of Rs. 1 Crore within a week.

Payment of Future Interest: Future interest on sums payable for CCD redemption will be paid as per the subscription agreement terms. The interest will be paid on due dates specified in the agreement.

Seeking Court Directions: Parties will jointly approach the Single Judge to adjourn proceedings of OMP 1087/2012 until settlement terms are met. The interim order regarding the petitioner's immovable properties will be varied to allow usage for generating funds subject to specified conditions.

Compliance and Filing: The Managing Director will file an undertaking with the court to comply with the settlement terms. Promoters will file an affidavit accompanied by a Board resolution ratifying the settlement terms within a week, with copies provided to the respondent.

Stay on Notices: Impugned notices dated 11.01.2013 and 17.01.2013 will remain stayed due to the settlement agreement between the parties.

Communication with Bankers: Respondent will inform mentioned bankers about the court's order and the settlement with the petitioner. A copy of the order will be furnished to the bankers.

Expression of Interest: The Expression of Interest dated 16.01.2013 for the sale of equity shares will be kept in abeyance until further court orders.

Conclusion: The writ petition is disposed of with the agreed terms, and necessary documents will be filed and shared as per the settlement requirements.