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TMI Blog2014 (4) TMI 1325X X X X Extracts X X X X X X X X Extracts X X X X ..... oner; accepted by 93.16% of debenture holders, and undertaken to be honoured by the Managing Director of Viswapriya (India) Limited, is sanctioned. Application allowed. X X X X Extracts X X X X X X X X Extracts X X X X ..... Memorandum of Association. 2.7. The financial position of Viswapriya (India) Limited as on 30.9.2013 is as under: Shareholders Funds: Share Capital 4,95,31,350 Reserves & Surplus 28,29,34,597 LOAN FUNDS Secured Debentures 124,12,09,000 Deferred Tax Liability 74,162 TOTAL 157,37,49,109 APPLICATION OF FUNDS: FIXED ASSETS: Gross Block 1,06,60,242 Less: Accumulated Depreciation 91,48,530 Net Block 15,11,712 Intangible Assets 625 Other Non Current Assets 11,378 CURRENT ASSETS LOANS AND ADVANCES Other Current Assets 8,17,415 Cash & Bank Balances 4,15,305 Loans & Advances 171,64,81,657 Current Liabilities and Provisions 12,33,68,870 Liabilities 221,20,113 Provisions Total 157,37,49,109 The unaudited accounts as on 30.9.2013 showing the final position of Viswapriya (India) Limited is annexed and marked as Annexure-G. 2.8. It is further stated that all the borrowings by Viswapriya (India) Limited from Banks have been repaid and presently the Viswapriya (India) Limited has no bank borrowings. 2.9. It is stated that Viswapriya (India) Limited is presently focussed on dealing in Long Term Financing against Revolving Credit granted against Negotiable I ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hat the Scheme of Arrangement proposed does not in any manner seek any waiver of any monies due to the secured debenture holders and only seeks rescheduling of the due dates and the delay in payment consequent to such rescheduling is proposed to be compensated by payment of interest at the contracted rates for the delayed period of payment and as such except for postponement in due date of the debentures against payment of interest for such postponement there is no prejudice whatsoever caused to the secured debenture holders by the Scheme of Arrangement. 2.14. Under such circumstances, the petitioner, in the interest of Viswapriya (India) Limited, its shareholders and the various creditors, propounded the present Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1956. It is stated that the scheme provides for the rescheduling of the secured debentures to ensure that all the debenture holders are paid fully, including interest for delayed payment, and in a orderly fashion out of the operations of Viswapriya (India) Limited, without impairing the continuance of the operations of the said company. 3. Heard the learned counsel for the petitioner; Mr. R. Sankaranar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ucturing will ensure that the Company operates for the long term good of all stakeholders and is not forced to take any short cuts which might impair the interests of the Company and ultimately also the Secured Debenture holders if the Scheme is not sanctioned (g) The Scheme has been drafted with a view to protect the company and ensure that the interest of all stakeholders is also protected fully. (h) The Arrangement is intended to ensure continued profitable operations of the Company and to settle the dues of its Secured Debenture holders in full. The Arrangement would enable the Company to re-structure its debts fully and completely and overcome the current mismatch . (i) The Scheme has been propounded by the Applicant and in view of the strong solvency of the Company it is estimated that no infusion of funds is required by the Company but however the Applicant has already committed to infusion of Rs 15 Crores into the company in 3 equal instalments by 31st March 2014, 30th Sept 2014 and 31st March 2015 (j) The Scheme if approved would enable the Company to repay its Secured Debenture holders in full with contracted interest in the manner contemplated in the scheme and w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e paid their interest in arrears if any on the Effective date of the scheme. (e) Notwithstanding the provisions hereinabove set out in respect of payment of principal amount owed on the Debentures in 3 instalments it is clarified that the same shall apply only in respect of the principal amounts and that any accrued interest in the case of Debenture holders who have opted for receiving their interest at the maturity of their debenture would be paid in the same manner in which interest is paid to the Debenture holders opting for monthly or such other periodic interest payment. (f) The Secured Debentures shall continue to be secured in the same fashion as presently and the terms of the Debenture Trust Deed shall continue to operate for the benefit of the Debenture holders PART III-GENERAL The Scheme is conditional upon and subject to the approvals of the Secured Debenture holders and any other approvals that may be required for the Scheme under laws in force." 5. The petitioner initially filed C.A.No.1007 of 2013, and this Court passed the following order on 25.9.2013: "This is an application taken out by a company, which holds 25% of the equity shares in the company by nam ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... interim protective order on an appeal. Therefore, it ceased to be a NBFC. But the company altered its activities and changed its name as Viswapriya (India) Ltd., with effect from 2.6.2011. This is one important feature. 6. The next is that the company has a fund base of Rs. 164.90 crores as on 31.3.2012, out of which Rs. 132.26 crores represents long term borrowings. This represents a sum of Rs. 119.21 crores taken as secured borrowings in the form of debentures. The debentures have been issued under the terms of the Debenture Trust Deed dated 1.9.2003. 7. It appears that there are more than 1,500 debenture holders, residing in various parts of the country such as Mumbai, Hyderabad, Bangaluru, Chennai and few other Cities. Though the applicant claims that it had issued debentures only to two persons and that they had transferred the same to more than 1,500 persons, the said claim is to be verified. But the fact remains that a few debenture holders have admittedly lodged criminal complaints either before the Economic Offences Wing of the State Police or the Registrar of Companies. From the Memorandum and Articles of Association of the company Viswapriya (India) Limited and from ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... le Court to act as Chairman of the meeting of the debenture holders of Viswapriya (India) Limited, summoned by notice served individually upon them and by advertisement dated 1st day of November, 2013 and 2nd day of November 2013 and held on 24th day of November 2013, do hereby report to this Hon'ble Court as follows:- (a) The said meeting was attended either personally or by proxy by 2,164 (Two Thousand One Hundred and Sixty Four Only) number of debenture holders of Viswapriya (India) Limited entitled together to 8,39,291 (Eight Lakhs Thirty Nine Thousand Two Hundred and Ninety One only) representing total value of debentures of Rs. 83,92,91,000/- (Rupees Eighty Three Crores Ninety Two Lakhs and Ninety One Thousand only). (b)The arrangement was taken as read and explained by the nominee of the applicant to the meeting and the question submitted to the said meeting was whether the debenture holders of Viswapriya (India) Limited approved the Scheme of arrangement submitted to the meeting and agreed thereto. (c)The said meeting was of the opinion that the arrangement should be approved and agreed to/for the result of the voting upon the said question was as follows: Voted ..... X X X X Extracts X X X X X X X X Extracts X X X X
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