Approved rehabilitation scheme liabilities cannot be enlarged beyond express terms; unsupported claims for dues and damages were rejected.

Liability under an approved rehabilitation scheme could not be expanded beyond its express terms. The Court found that the company's obligations were confined to the scheme's stated payment mechanism, and that a no dues certificate and full and final discharge from the lead financial institution supported its position. Claims for additional liabilities, tax dues, processing-charge shortfall, deputed personnel wages, UPSIDC dues, and income-tax liabilities failed because no express scheme obligation covered them. The alleged wrongful sale of plant and machinery also did not attract damages, as the sale of unusable equipment to the highest bidder was not shown to be mala fide or improper.

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Issues: (i) Whether Hindustan Lever Limited remained liable to discharge additional liabilities, tax dues, and alleged shortfall in processing charges under the approved rehabilitation scheme; (ii) Whether Hindustan Lever Limited was liable for the alleged wrongful sale of plant and machinery and the resulting claim for damages; (iii) Whether Hindustan Lever Limited could be fastened with liability for wages of deputed personnel and for dues claimed by UPSIDC and income-tax liabilities.

Issue (i): Whether Hindustan Lever Limited remained liable to discharge additional liabilities, tax dues, and alleged shortfall in processing charges under the approved rehabilitation scheme.

Analysis: The approved scheme limited Hindustan Lever Limited's liability to the terms expressly provided therein. The scheme contemplated payment of additional statutory liabilities from the sale proceeds of the soap plant if the purchase option was exercised, or from processing charges if it was not. The record showed that Hindustan Lever Limited did not exercise the purchase option, did not proceed with Phase II, and had paid conversion charges in excess of the amounts contemplated for the relevant stage. The lead financial institution also recorded full and final discharge and issued a no dues certificate.

Conclusion: Hindustan Lever Limited was not liable for the claimed additional liabilities, tax dues, or alleged shortfall in processing charges.

Issue (ii): Whether Hindustan Lever Limited was liable for the alleged wrongful sale of plant and machinery and the resulting claim for damages.

Analysis: The material on record showed that the equipment had become rusted and unusable, quotations were invited, and the sale was made to the highest bidder. The allegation of mala fides was unsupported by evidence. No basis was shown to treat the sale as an improper act giving rise to compensable loss.

Conclusion: Hindustan Lever Limited was not liable for the alleged wrongful sale or the claimed damages.

Issue (iii): Whether Hindustan Lever Limited could be fastened with liability for wages of deputed personnel and for dues claimed by UPSIDC and income-tax liabilities.

Analysis: The scheme did not impose the asserted liabilities on Hindustan Lever Limited. The claim regarding deputed personnel was contradicted by the record of accounts and handover documents. The claim concerning UPSIDC was not shown to fall within Hindustan Lever Limited's assumed obligations under the scheme. The income-tax liabilities also could not be shifted to Hindustan Lever Limited, particularly after the discharge issued by the lead financial institution and in the absence of any express scheme obligation.

Conclusion: Hindustan Lever Limited was not liable for the deputation wages, UPSIDC dues, or income-tax liabilities.

Final Conclusion: The application failed on all material grounds because the liabilities claimed against Hindustan Lever Limited were not established within the contours of the approved rehabilitation scheme and the discharge granted by the financial institution.

Ratio Decidendi: Liability under an approved rehabilitation scheme cannot be enlarged beyond its express terms, particularly where the implementing party has been formally discharged by the lead financial institution.

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