2009 (8) TMI 1272 - Board - Companies Law

Summary

Issues Involved:
1. Repayment of investments by CEPL.
2. Utilization of fixed deposits for repayment.
3. Compliance with statutory and legal requirements.
4. Interference in the management of CEPL.
5. Board meetings and decisions.
6. Attachment of VML properties.
7. Implementation of Company Law Board order.

Detailed Analysis:

1. Repayment of Investments by CEPL:
The Company Law Board (CLB) directed CEPL to return Rs. 75 crores and Rs. 4 crores invested by ORE and Athappan respectively, with 8% simple interest per annum from the date of investment till repayment. The repayment was to be completed within 12 months starting November 1, 2008, in installments, with at least 25% of the amount due to be paid every quarter. If CEPL failed to make the repayment within the specified time, the immovable properties of VML would be conveyed to ORE and Athappan as consideration for the reduction of capital and surrender of shares.

2. Utilization of Fixed Deposits for Repayment:
CEPL, C.G. Holdings, and KCP were authorized to use the fixed deposits held by CEPL with SBI, Erode Main Branch, towards refunding the investments of ORE and Athappan. However, SBI expressed its inability to release the fixed deposits due to an order from the Inspector of Police, Central Crime Branch, Chennai, freezing the deposits based on a criminal case. Despite this, KCP attempted to deal with the fixed deposit amounts unilaterally, leading to objections from ORE and Athappan.

3. Compliance with Statutory and Legal Requirements:
ORE, being a non-resident entity under FEMA, required compliance with FEMA regulations for any transfer of funds or securities. The CLB order specified that any transfer of shares or reduction of capital should comply with the relevant laws. Additionally, the properties of VML had been attached by the EPFO for statutory dues, which needed to be addressed.

4. Interference in the Management of CEPL:
KCP and C.G. Holdings sought to manage CEPL without interference from ORE and Athappan. They argued that the nominees of ORE and Athappan were obstructing the day-to-day management of CEPL, making it impossible to generate funds for repayment. They requested an injunction to restrain ORE and Athappan from interfering in CEPL's management.

5. Board Meetings and Decisions:
ORE and Athappan convened a board meeting on October 23, 2008, which KCP did not attend, considering it illegal. Decisions taken in this meeting were challenged by KCP as being contrary to the CLB order. The CLB needed to determine the legality of the board meeting and the decisions taken therein.

6. Attachment of VML Properties:
The properties of VML were attached by the EPFO due to unpaid statutory contributions. The CLB order required KCP and VML to take steps to lift the attachment to facilitate the repayment process.

7. Implementation of Company Law Board Order:
The CLB order aimed to facilitate the smooth exit of ORE and Athappan from CEPL. The parties were given the liberty to approach the CLB for any difficulties in implementing the order. The CLB had to ensure that the order was implemented effectively, protecting the interests of all parties involved.

Operative Directions:
1. SBI was authorized to release 50% of the maturity proceeds of the fixed deposit in favor of ORE and Athappan in the ratio of 75:4 and the remaining 50% in favor of C.G. Holdings and KCP.
2. ORE and Athappan were restrained from exercising their rights as directors of CEPL until further orders.
3. C.G. Holdings and KCP were permitted to induct two additional directors on the board of CEPL and manage its affairs without interference from ORE and Athappan.
4. The properties of VML would be conveyed to ORE or its nominee if CEPL, C.G. Holdings, and KCP failed to comply with the CLB order.
5. ORE and Athappan were required to deposit their share certificates and signed transfer forms with the Bench Officer.
6. If C.G. Holdings and KCP failed to file an affidavit as required, SBI would release the entire maturity proceeds of the fixed deposit in favor of ORE and Athappan.
7. All other terms and conditions of the CLB order dated August 13, 2008, remained unchanged.

The CLB aimed to balance the interests of all parties and ensure compliance with its order while addressing the legal and statutory requirements involved.