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TMI Blog2024 (7) TMI 1465X X X X Extracts X X X X X X X X Extracts X X X X ..... d 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 d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1. This hearing has been done through hybrid mode. CO.PET. 280/1997 CO.APPL. 70/2008, 71/2008, 411/2008, 612/2012, 1020/2012, 2249/2014, 2250/2014, 242/2021, 97/2022,830/2023,OLR 11/2024. 2. Co.Pet. 280/1997 has been filed by the Petitioner- PNB Capital, Services Ltd. seeking winding up of the CRB Corporation Ltd. In the present petition, the Provisional Liquidator was appointed vide order dated 22nd August, 1997. The above applications have been filed both by the OL and by the Applicants therein seeking release of lands and claiming rights in the land taken over by the OL. 3. The dispute in these applications is in respect of land belonging to the following five projects located in Rajasthan: S. No. Name of Project (i) Tala Project (ii) Gulab Bagh Project (iii) R.S.E.B. Project (iv) Nawab Kallan (v) Beed Papad 4. The brief background of the present applications is that one of the promoters of the company in provisional liquidation, Mr. C.R. Bhansali had entered into a Memorandum of Understanding ( MoU ) dated 30th October, 1993 with Mr. J. P Sharma for development of a golf resort at a location near the Delhi-Jaipur National Highway. 5. In terms of the said MoU, a company was to b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hich is the applicant in Co. Appl. 1020/2012, purchased the entire R.S.E.B. land for a sum of Rs. 33 lakhs. Thus, the claim of the OL is that in view of the land having been purchased out of the amount of Rs. 3.32 crores, paid by Mr. Bhansali through the company in liquidation, the R.S.E.B. land should vest fully with the company and no rights can be claimed by either MSK or Mr. Sharma. 10. On the other hand, the stand of ld. Sr. Counsel Mr. Alok Sharma appearing for M/s. MSK is that the total sum that had to be paid is Rs .8.90 crores, and only Rs. 3.32 crores was paid. Thus, merely 1/3rd of the amount having been paid, rights cannot be claimed either by Mr. Bhansali or by the OL. He further submits that Mr. J. P. Sharma, had in fact, developed the projects and had to evict a large number of tenants, for which legal proceedings were also initiated. Accordingly, the said land cannot be vested with the OL. At best, some monetary compensation can be paid towards the contribution made by Mr. Bhansali. This submission is without prejudice to the primary argument of ld. Sr. Counsel that under Section 56 of the Contract Act, 1872 since the transaction did not go through, the entire contr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ive valuation report, failing which the Court would proceed with the valuation report as submitted by the ex-management. 16. In this matter, vide order dated 27th July, 2005 in CP No.191/1997, a sum of Rs. 12,38,680/- was directed to be deposited in FDR by M/s Navjeevan Builders Pvt. Ltd. The said amount was deposited with the worthy Registrar General. However, the said amount has not been kept in an FDR. It is only in June, 2023, the same is stated to have been converted in FDR. Thus, interest for the period from 2005 till 2023 has not been earned on the said amount. 17. Let the concerned Registrar of the Branch place a report before this Court stating the reasons as to why the amount was not converted into FDR since 2005, especially in the light of the repeated office orders issued by the Registrar General dated 30 th August 2018 and 28th November 2015 to keep all the amounts, which are deposited with the Registrar General in FDRs. Registry shall also put up a report confirming that if there are any further amounts, which are lying deposited in this matter, have not been encashed and converted into FDR. 8. As can be seen from the above, the OL sought time to have a re-look at the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... .S.E.B property is commercial in nature, whereas the same has been approved for residential purposes. 12. The law is well-settled by the Supreme Court in Navlakha Sons v. Sri Ramanya Das Others, (1969) 3 SCC 537, that the Company Court is the custodian of the interests of the company and its creditors, and the sanction of the Court required under the Companies Act, 1956 has to be exercised with judicial discretion with regard being had to the interests of the Company and its creditors as well. 13. The subject lands Tala Land, R.S.E.B. land, and Gulab Bagh lands have been lying unused for several years now due to the stalemate between the Applicants and the Ex-Management. According to the OL, on the other lands Beed Papad and Nawab Kallan, there are various encroachments, including those by the Waqf Board, and there is some doubt as to a portion of the land of the Beed Papad project having been acquired by the Forest Department. 14. The Provisional Liquidator was appointed in this matter back in 1997, and symbolically, the companies CRB Corporation and CRB Capital Market are entitled to a share in the profits from these properties. In these applications, the case of the Applicants h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sidering the matter, based on the valuation reports placed on record, has arrived at an amount of Rs.22. 75 crores as the amount to be payable to the OL. As per ld. Counsel for M/s. MSK, certain payments made to the tune of Rs. 47 lakhs ought to be given credit for and the remaining may be directed to be deposited. On the other hand, OL's counsel prays that the OL may be permitted to do an independent valuation of these lands so as to arrive at the correct amount payable, even if this approach is to be adopted. 15. Considering the nature of the matter, the OL has had sufficient opportunity to value these lands as these applications date back to 2008 and 2012. No valuation has however been placed on record. However, since the market value of these properties is substantial, the Court gives a last opportunity to the OL to value these lands and place before the Court a comprehensive valuation report, failing which the Court would proceed with the valuation report as submitted by the ex-management. 20. 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... raised by the parties independently. However, directions in the interim order of the Division Bench dated 15th December, 2010 shall remain operative by the payments will be subject to further order of the Company Judge. The disbursements will not imply that the scheme which has been set aside stands revived. The order of the Division Bench does not debar the scheme which has been set aside by the Division Bench to be presented again for consideration by the Company Judge after being revised, consistent with the statutory scheme as observed by the Division Bench. The special leave petitions are disposed accordingly. The parties may appear before the Company Judge for further proceedings on 10th May, 2016. We request the Company Judge to expedite the matter. It will be open to the parties seeking intervention to move the Company Judge in accordance with law. 27. In view of the above order, the proposed revised Scheme of Compromise and/or Arrangement in terms of the Companies Act, 1956 has been filed by the Ex-Management. 28. It was argued on 12th December, 2023, by the proponents of the Scheme that the said order of the Supreme Court allows the Company Court to reevaluate the matter ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n Bench noted that there were a large number of depositors (unsecured creditors), who had made deposits with CRB Capital Markets Ltd. The details of the said depositors as captured in paragraph 39 of the order dated 15th December, 2010 are as under: 32. Vide the said order passed on 15th December 2010, the Court constituted a Committee called the Disbursement Committee and passed the following directions: 49. In view of the above, we direct as follows:- (i) For the time being, without prejudice to the rival contentions, we deem it to be in the interest of justice and direct that the categories mentioned at sl. nos. 1 to 4 of the tabulation in para 40 above are paid the full principal amount of their claims in terms of the report of the Chartered Accountant dated 17th August, 2005. (ii) So far as depositors whose claims have been rejected by the report of the Chartered Accountant who have been detailed at sl.no 6 of the tabulation in para 40 above, the payment to such persons shall also be effected to the extent in terms of the categories mentioned at sl.no. (i) and (ii). So far as the persons detailed at serial no.6 of para 40 above are concerned, subject to these claimants produci ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Dy. Official Liquidator concerned which shall be approved by the Committee before publication. (xii) The Committee shall open a separate account in the name of CRB Capital Markets Ltd. (Disbursement Account) which shall be managed under the signatures of Chairman and Mr. P.K. Sharma, member of the Committee. (xiii) The Committee shall also stand authorised to engage and employ any staff which may be necessary for discharge of the duties assigned hereby. (xiv) The Committee is empowered to set down its own procedure to ensure that disbursement of the amounts in respect of the claimants mentioned in the final report dated 17th August, 2005 of the Chartered Accountant is effected to the rightful claimants in terms of the above directions. To the extent possible, payment shall be effected by the RTGS mode. (xv) The Committee is entitled to incur such expenditure as is necessary in order to ensure compliance with the directions of this court from the funds of the Company. The accounts in this regard shall be maintained and placed before the Official Liquidator who shall report the same to the learned Company Judge. (xvi) In case any direction is necessary for effective discharge of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oint Registrar) Member iv. Mr. Anil Sharma from M/s. A. Sharma Co., Member Chartered Accountants v. Mr. C.R. Bhansali, Chairperson, CRB Capital Member Markets Ltd. Member vi. Mr. Raisuddin, Dy. O.L. Member vii. Authorized representative from RBI Member The Committee was given six months to complete the disbursements, after issuing public notices. 34. One of the members of the Committee has passed away. The latest status of the disbursements was also needed to be called from the Committee. In view of the same, on 12th December, 2023, this Court passed the following directions: 11. A perusal of the above constitution of the Committee reveals that Ms. Mamta Mehra has unfortunately passed away last year and some fresh members would be required to be appointed. 12. Accordingly, let an updated status report be filed by Mr. S. K. Tandon, giving complete details of the disbursements made by the Disbursement Committee, post which the reconstitution of the Committee shall be considered by this Court. 13. Let the electronic record of these petitions be made available to the ld. Counsels. 14. Insofar as IDBI s application is concerned, i.e., Co. Appl. 695/2023, the said application seeks disbu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ash and bank balance is stated to be in surplus of Rs. 3.41 crores. 39. On the basis of the above, Mr. Sachin Chopra, ld. Counsel appearing for the Disbursement Committee submits that now, 1,719 claims are pending and even the claims which are above Rs. 50,000/- can now be disbursed owing to the fund position. Some of the reasons why these claims are pending as under: (i) Details of the bank accounts (ii) Some FDRs have been misplaced or lost (iii) Some FDRs have been submitted to the company, RBI, OL etc. (iv) There are certain third-party claims. The total value of 1,719 claims which are pending are to the tune of approximately Rs. 6.36 crores. 40. 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. 41. Considering the number of claims that are now pending, in accordance with law, it is deemed appropriate to direct that the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or making disbursements shall be as under: (i) Without prejudice to the rival contentions, it is deemed appropriate to direct that the full principal amount (without any interest thereon) be paid for the 1,719 claims of depositors, who made deposits up to Rs 50,000/-. (ii) In regard to claims exceeding Rs. 50,000/- the Committee is directed to present a chart to the Court detailing the specifics of these claims and the total disbursements that are due to be made. However, no disbursements shall be made for any claims in the category that exceeds Rs. 50,000/- until further directions of this Court. (iii) The Disbursement Committee shall ensure that an updated public notice detailing the identification of the claimants and the amounts quantified by M/s. Anil Sharma Co. is published in newspapers in both English and the vernacular, including all editions of The Indian Express, The Economic Times, Navbharat Times (New Delhi), Sandesh (Gujarat), Rajasthan Patrika, The Hindu, and the Telegraph. (iv) The public notices of the constitution of the Disbursement Committee and the directions for disbursement of the amounts as well as the place and schedule of the commencement of the proceeding ..... X X X X Extracts X X X X X X X X Extracts X X X X
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