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2024 (7) TMI 1465 - HC - Companies LawWinding up of company - seeking release of lands and claiming rights in the land taken over by the OL - manner in which the contribution made by the CRB Group is to be reversed in favour of CRB Group i.e., the OL, as the company is currently under provisional liquidation - HELD THAT - The Court has taken an estimate of the share contributed, as also the market value placed on record. At best, the company would have been entitled to its own share which is 50%, 37.5% and 25% in Talan, RSEB and Gulab Bagh lands, respectively. Applying a valuation-based approach on these shares would be one of the modes of compensating the company for value of its share in these lands. In view of the valuations seen and the amount of Rs. 25 crores which has been determined as payable to the OL, this Court is not inclined to direct any adjustment of the said amount of Rs. 47 lakhs being claimed, as the same is not an admitted sum. Application disposed off. Sanction of the revised scheme for compromise and/or arrangement under Section 391/394 of the Companies Act, 1956 - Rule 9 of the Company (Court) Rules, 1959 - HELD THAT - An affidavit has now been filed by the Ex-Management setting out the latest position of the assets and liabilities. The assets and liabilities of the company have been attached with the application Co. App. 384/2024, as per which the projected fund flow statement has also been given. Details of fixed assets, shares and securities, the list of unsecured creditors, bond holders, etc., have all been provided in the form of a full set of documents. Copies of the said documents have been served upon the OL. The OL may verify the same and file a response/report by the next date of hearing. Directing the Disbursement Committee to recommence disbursements to the depositors and bond holders - HELD THAT - The Court has been supervising the above disbursements through the Disbursement Committee for the last several years. The above order passed by the ld. Division Bench was considered by the Supreme Court, which has directed that the directions in the interim order dated 15th December, 2010 of the ld. Division Bench, shall remain operative but the payments would be subject to further orders of the Company Judge - Considering the number of claims that are now pending, in accordance with law, it is deemed appropriate to direct that the Disbursement Committee ought to continue disbursement of the remaining 1,719 claims. As of today, according to the Committee s report, there is approximately Rs .9 crores in the Committee s account. Accordingly, let the disbursement in respect of 1719 claims be continued. Let the entire records be handed over to the new Committee on or before 30th April, 2024. The said new Committee shall start functioning from 1st May, 2024 - The disbursements shall be re-commenced by the new Disbursement Committee and a further report shall be placed on record. Committee shall submit a report every two months in the present company petition.
Issues Involved:
1. Winding up of CRB Corporation Ltd. 2. Release and rights over lands taken over by the Official Liquidator. 3. Valuation and compensation for the subject lands. 4. Disbursement of claims to depositors and bondholders. 5. Sanction of the revised scheme for compromise and/or arrangement under the Companies Act, 1956. Issue-wise Detailed Analysis: 1. Winding up of CRB Corporation Ltd.: - The petition for winding up of CRB Corporation Ltd. was filed by PNB Capital Services Ltd. The Provisional Liquidator was appointed on 22nd August 1997. The applications filed by the Official Liquidator (OL) and other applicants sought the release of lands and claimed rights in the lands taken over by the OL. 2. Release and Rights Over Lands Taken Over by the Official Liquidator: - The dispute involved lands belonging to five projects in Rajasthan: Tala Project, Gulab Bagh Project, R.S.E.B. Project, Nawab Kallan, and Beed Papad. - A Memorandum of Understanding (MoU) dated 30th October 1993 was entered into between Mr. C.R. Bhansali and Mr. J.P. Sharma for developing a golf resort, with subsequent agreements for joint investments in other projects. - The OL argued that since the lands were purchased with money paid by Mr. Bhansali through the company in provisional liquidation, they should fully vest with the company. Conversely, the applicants contended that only a fraction of the total sum was paid, and thus, rights cannot be claimed by Mr. Bhansali or the OL. 3. Valuation and Compensation for the Subject Lands: - The court considered the partial payment towards the total agreed sum and directed the calculation of Mr. Bhansali's share based on his contribution, tentatively determining Rs. 22.75 crores payable to the OL. - The OL sought time to re-evaluate the valuation, and the court granted a last opportunity to the OL to place the value of the lands, failing which the court would proceed with the valuation report submitted by the Ex-Management. - The OL filed OLR 11/2024 with valuations done by ITCOT for the subject properties. The OL's valuation indicated that the share of CRB Group in Tala Land, R.S.E.B. Land, and Gulab Bagh Land should be Rs. 32.42 crores, excluding Nawab Kallan and Beed Papad projects due to encroachments and acquisitions. - The court directed a sum of Rs. 25 crores to be paid to the OL by the Applicant-Companies within four months in equal installments. Upon payment, the lands of RSEB Land, Gulab Bagh Land, and Tala Land would be released in favor of the respective Applicant-Companies. 4. Disbursement of Claims to Depositors and Bondholders: - The Disbursement Committee was constituted to ensure the disbursement of claims to depositors and bondholders. The committee was reconstituted due to the demise of one of the members and other exigencies. - The committee reported that a substantial number of depositors had been paid, and 1,719 claims were pending. The court directed the committee to continue disbursement of the remaining claims and reconstituted the committee with new members. - The court outlined the procedure for making disbursements, including publishing updated public notices and informing claimants individually. The committee was directed to complete its proceedings within six months from the date of the first public notice. 5. Sanction of the Revised Scheme for Compromise and/or Arrangement Under the Companies Act, 1956: - The Ex-Management filed an application for the sanction of the revised scheme for compromise and/or arrangement under the Companies Act, 1956, in accordance with the Supreme Court's order dated 19th April 2016. - The court directed the proponents of the scheme to file an updated affidavit with a complete list of liabilities and assets, along with a detailed description of the fund flow as proposed in the scheme. - The court also addressed the application for directing the Disbursement Committee to recommence disbursements to the depositors and bondholders, in terms of the order of the Division Bench and the Supreme Court. Conclusion: The court meticulously addressed each issue, ensuring that the winding-up process, valuation and compensation for lands, disbursement of claims, and the revised scheme for compromise and/or arrangement were handled in accordance with the law and the interests of all parties involved. The detailed directions provided by the court aimed to resolve the long-standing disputes and facilitate the efficient administration of justice.
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