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2013 (3) TMI 505 - HC - Companies LawRevival - sanction seeking for Scheme of compromise and arrangement for revival of TAML Thapar Agro Mills Ltd. which was ordered to be wound up by the Court - objections by the OL in granting revival claim as it does not disclose the name of the strategic investor whose help is sought for reviving TAML - Held that - As over 90% of the share holders, secured creditors and unsecured creditors of TAML have approved the Scheme. 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. 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 objections of OL do not survive. This also accounts for the points raised by the RD in its report. When no objection till date has been received, it cannot be presumed that they have any objection to the Scheme as such. Propounders will file an affidavit 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 position of TAML as on 5th September 2012 is Rs.78,61,836. The OL will after paying of the dues of the security agency as well as deducting the expenses incurred by the OL thus far release the balance sum to the Propounders simultaneous with handing over to the Propounders possession of the registered office and any other movable or immovable assets that have been seized and which remain in the possession of the OL together with the books of accounts, records and all other documents within a period of four weeks from today. With such handing over of the books of accounts, the OL will stand discharged and Co. Pet. No. 81 of 1996 will be closed. Within 30 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. 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) - Held that - Possession of the extent of 8.78 acres of land was given to the Applicant way back in 2004. The application earlier filed by the Applicant was also disposed of on 29th September 2005. The Applicant has waited for almost nine years thereafter to file the present application. It is, therefore, not possible for the Court to entertain his prayer at this stage. In the event that the Applicant is aggrieved by any unauthorized encroachment on the land in question, it will be open to the Applicant to take recourse to other remedies as may be available to the Applicant in accordance with law.
Issues Involved:
1. Sanction of the Scheme of Compromise and Arrangement for revival of Thapar Agro Mills Ltd. (TAML). 2. Objections raised by the Official Liquidator (OL) and the Regional Director (RD). 3. Approval and payment terms with secured and unsecured creditors. 4. Government and statutory dues. 5. Application for modification of a previous court order regarding land purchase. 6. Application for handing over balance land. Detailed Analysis: 1. Sanction of the Scheme of Compromise and Arrangement for revival of Thapar Agro Mills Ltd. (TAML): - The former Directors/Shareholders of TAML filed Co. Pet. No. 425 of 2011 for sanction of the Scheme under Sections 391 to 394 of the Companies Act, 1956. - The Scheme was approved by over 90% of the shareholders, secured creditors, and unsecured creditors. - The Scheme aims to benefit all parties concerned and is in public interest. 2. Objections raised by the Official Liquidator (OL) and the Regional Director (RD): - The OL objected to the non-disclosure of the strategic investor and termed the projected financial statements as "highly fanciful and imaginary." - The RD pointed out the lack of mention of any rehabilitation for the workmen and whether the company obtained no objection from SEBI and the Stock Exchanges. - Mr. Satish Thapar, one of the former Directors, responded that the strategic investor is a close friend of the promoters and provided financial details of the investor. - The Court found the explanations satisfactory and noted that over 90% of stakeholders supported the Scheme. 3. Approval and payment terms with secured and unsecured creditors: - The Scheme included detailed settlement terms with secured creditors like State Bank of Patiala, Punjab National Bank, IFCI Ltd., Punjab State Industrial Development Corporation, and others. - The strategic investor has already paid a significant amount to some creditors, demonstrating the bonafides of the Scheme. - Counsel for IARC and IFCI agreed to payment terms within specified periods post-sanction of the Scheme. - The Court found the terms reasonable and noted that the creditors accepted the proposed terms. 4. Government and statutory dues: - The Scheme accounted for dues to Government and statutory bodies, including the Ministry of Commerce, Excise Taxation, and Income Tax Department. - The Propounders undertook to pay any further statutory dues that may become payable. - Notices were served to all unsecured creditors, including Government departments, and no objections were received. - The Court required an affidavit from the Propounders to ensure payment of statutory dues. 5. Application for modification of a previous court order regarding land purchase: - CA No. 322 of 2013 sought modification of an order dated 29th September 2005 regarding the purchase of 8.78 acres of land. - The Court noted that the Applicant had waited almost nine years to file the application and dismissed it, allowing the Applicant to seek other legal remedies for any unauthorized encroachment. 6. Application for handing over balance land: - CA No. 440 of 2013 was dismissed as the Scheme for revival of TAML had been approved, rendering the application non-surviving. Conclusion: - The Court sanctioned the Scheme with modifications, subject to TAML filing an affidavit undertaking to honor payment commitments and clear statutory dues. - The Official Liquidator was directed to release the balance funds and hand over possession of assets to the Propounders. - The Court closed Co. Pet. No. 81 of 1996 and disposed of Company Petition No. 425 of 2011 accordingly.
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