TaxTMI 
TaxTMI 
2019 (5) TMI 1028
X X X X Extracts X X X X
X X X X Extracts X X X X
.... the following prayers: (a) Pass an order declaring that Resolution passed in the meeting of the board of Respondent No. 1 Company held on 01.11.2004 approving accounts for the financial year ending 31.03.2003 without making provision for guarantee commission payable to Petition Nos.1 to 3 being promoter shareholders as null and void. (b) Pass an order declaring resolution passed in the Annual General Meeting (AGM) held on 14.02.2005 adopting audited accounts for the financial years ended 31.03.2003 without making provision for accrual of guarantee commission to Petitioner Nos. 1 to 3 as null and void. (c) Pass on order declaring resolution passed in EOGM (Extra Ordinary General Meeting) held on 14.02.2005 passing resolution to reverse/write back guarantee commission payable to Petitioner Nos. 1 to 3 upto 31.03.2002 of Rs. 36,84,56,950/- as null and void. (d) Pass an order declaring holding of EOGM and AGM on 14.02.2005 null and void in absence of valid notice issued as per provisions of the Act. (e) Pass an order directing Respondent No. 1 and its management to pay forthwith guarantee commission to petitioners No. 1 to 3 in terms of res....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e affairs of the company on such terms and conditions as to this Tribunal may deem fit and proper. (p) Injunction restraining the respondents from altering or changing in any manner the shareholding of and in the Respondent No. 1 company. (q) An order for appointment of inspectors or any other competent persons as inspectors to investigate the affairs of the company under section 213 of Companies 2013 Act and to report thereon with consequential relief. (r) Injunction restraining the respondents from dealing with or disposing off, encumbering or alienating and/or transferring the assets and properties of the Respondent No.1 company in any manner whatsoever. (s) Injunction restraining the respondents from using the funds of the company for the purpose of instant litigation in any manner whatsoever. (t) Injunction restraining the company from dealing with the assets of the company in any manner whatsoever. (u) Injunction restraining Respondent No.35 from taking over power generating units of Respondent No.1 company or alternatively deposit the sale consideration with this Tribunal. (v) Appropriate relief be passed under a....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... dismissed the appeal on 07.07.2000. This dismissal order was also appealed before the Hon'ble Supreme Court in SLP (C) 10768-10769/2000 and 14864/2000, which ordered the parties to maintain status quo. (f) During the pendency of the appeals, the IDBI held meeting with all the stakeholders and arrived on an amicable settlement which was placed before the High Court of Delhi through an affidavit. However, the 2nd Respondent and the NTPC did not act upon such settlement and continued with the litigation. The said litigation and the statement made by the petitioner's group that no further equity would be issued, culminated into a financial stress on the company and the debts payable to the banks and FI increased. (g) In order to continue with the business of the Company, the petitioners' group entered into an out of court settlement with NTPC and the same was filed before the Hon'ble Supreme Court in the pending SLP and based on the settlement the SLP filed by NTPC was disposed of, while the SLP filed by the 2nd Respondent was dismissed by the order of the Hon'ble Supreme Court dated 06.08.2004. (h) The R2 has filed a fresh suit before th....
X X X X Extracts X X X X
X X X X Extracts X X X X
....proves the accounts u/s. 215(3) of the Act, 1956 for the year ended 31.03.2003 and submitted to the auditors for their report, the auditors submitted their report on 04.11.2004 whereas the board clarified the qualification of the auditor by their report dated 01.11.2004. (m) It was only mentioned in the board report dated 01.11.2004 that the old guarantee commission would be written off whereas the same was never mentioned in the board meeting held on 01.11.2004. The R2 group proposed to convene the EOGM on 01.12.2004 to approve the resolution for writing off guarantee commission payable upto 31.03.2002 of Rs. 36,84,56,950/- to the petitioners' group. (n) The petitioner's group filed a civil suit challenging the resolution passed in the EOGM to reverse the provision of guarantee commission and it is pending for adjudication. (o) In the EOGM and AGM held for the year ended 31.03.2003 the petitioners' group was not allowed to exercise their voting rights by the Chairman appointed by the banks as the same was exercised by the IDBI under power of attorney without justifying such exercise of voting rights. The R2 group with their brute majority als....
X X X X Extracts X X X X
X X X X Extracts X X X X
....owever, the same was extended to 24.10.2006. On 23.10.2006, the POAL pledged 60% of its shares held in the company to HSBC, Hong Kong and got a sanction of Rs. 150 crore. The Company has never issued any shares to POAL and it is evident from the MCA filings. On the last date i.e. 24.10.2006, POA filed its bid to ARCIL and as settled in advance the ARCIL accepted the bid of POAL on 12.12.2006. (v) After the bid of the POAL accepted, a scheme of arrangement under section 391 of the 1956 Act was filed before the Hon'ble High Court, Andhra Pradesh converting the existing entire equity to redeemable preference shares with coupon rate of 0.05% payable at the end of 15 years and also increased the equity. The said scheme was opposed by the petitioners' group as well as the ROC, however the same was approved by the Hon'ble High Court on 05.10.2007. An appeal was preferred by the petitioners' group before the Division Bench of the Andhra Pradesh High Court in OSA No. 1/2009 and OSA Nos.62-65/2009, which were also dismissed vide order dated 27.04.2010. (w) Under the alleged scheme of re-arrangement, new equity shares for Rs. 150 crores were issued to POAL an....
X X X X Extracts X X X X
X X X X Extracts X X X X
....a Ltd. v. Needle Industries Newey (India) Holding Ltd. - wherein the Supreme Court held that the true position is that an isolated act, which is contrary in law, may not necessarily and by itself support the inference that the law was violated with a mala fide intention or that such violation was burdensome, harsh and wrongful. But a series of illegal acts following upon one another can in the context lead justifiably to conclusion that that they are a part of the same transaction of which the object is to cause or commit the oppression of persons against who those acts are directed. Further it was also held that the technical pleas cannot be taken to defeat beneficent provisions of section 210 of the English Companies Act, 1948 (equivalent to section 241 of the 2013 Act). (c) [1994] 1 SCC 1 - S.P. Chengalvaraya Naidu v. Jagannath - wherein it is held that the principle of finality of litigation cannot be in the hands of dishonest litigants. The courts of law for meant for imparting justice between the parties. One who comes to the court, must come with clean hands. We are constrained to say that more often than not, process if the court is being abused. Property grabbers,....
X X X X Extracts X X X X
X X X X Extracts X X X X
....st, the very wide nature of the power conferred on the court, and, secondly, the object that is sought to be achieved by the exercise of such power with the result that the only limitation that could be impliedly read on the exercise of the power would be that nexus must exist between the order that may be passed thereunder and the object sought to be achieved by these sections and beyond this limitation which arises by necessary implication it is difficult to read any other restriction or limitation on the exercise of the court's power. (g) in the matter of Dale & Carrington Investment (P.) Ltd. v. P.K. Prathapan [2004] 54 SCL 601 wherein it is held that "On the question of issue of fresh share capital, it was held to be illegal to issue shares to only one shareholder. This was held to be a violation of common law right of every shareholder. Common law recognised a pre-emptive right of a shareholder to participate in further issue of shares. In India in view of section 81 of the 1956 Act, such a right cannot be found for sure. However, the test to be applied in such cases, which requires the court to examine as to whether the shares were issued bona fide and for the b....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... Online CLB 91- In the matter of Narrotam Singh v. Notam India (P.) Ltd. - wherein it is held that "It need not be reiterated here that civil court adjudicates the validity of an act on the anvil or legality of an act, but whereas the process of adjudication under sections 397 & 398 of the Act is different, it will perceive the issue on the anvil if equity, at times though act is illegal, still it may be held not right, at time thought act is not in compliance of any provision of law, still it may be held right, it all depends on whether, by this act any member or company put to prejudice or not. Moreover, the reliefs that can be granted by CLB u/ss. 397 and 398 cannot be granted by civil court." (m) [2005] 7 SCC 190 - in the matter of Ishwar Dutt v. Land Acquisition collector - while referring the order made in the matter of Swamy Atmananda v. Sri Ramakrishna Tapovanam, it was reiterated that "the object and purport of the principle of res judicata as contended in section 11 of the Code of Civil Procedure is to uphold the rule of conclusiveness of judgement, as to the points decided earlier if fact, or of law, or of fact and law, in every subsequent suit between the same ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....n accordance with and by way of a Scheme of Arrangement which was upheld by the Division Bench of Hon'ble High Court of AP. Since the allegations are raised after a decade of the scheme of arrangement, the petition is hit by delay and laches. (b) A bare perusal of the reliefs sought for in the petition would show that the alleged acts of oppression and mismanagement are that have been stated in the petition pertain to the years between 2004 and 2010. The present petition is filed in the year 2017 as such the petition is barred by limitation. The period of limitation for filing the present petition is three years as prescribed under the Limitation Act. It is also settled law that period of limitation is also applicable even for the petitions filed alleging oppression and mismanagement. (c) There is a similar suit pending before the civil court pertaining to the issue of guarantee commission and the petitioners undertook to withdraw the said suit and it is contrary to law. A judicial forum cannot permit or grant liberty to the petitioners to withdraw proceedings before another forum and the appropriate procedure as mandated under law would be to first approach t....
X X X X Extracts X X X X
X X X X Extracts X X X X
....solved in the AGM held on 14.02.2005 to reverse back the provision for guarantee commission to the petitioners and their group companies. The said issue is pending before the Civil Court in OS No.4051/2004. The petitioners have included the guarantee commission in the accounts contrary to the loan agreements. The nominee directors of the banks and FIs have not objected to the said provision of guarantee commission, is due to that the petitioners did not represent the details of provisions made towards guarantee commission in the financials placed before the board of directors. As per the accepted accounting principles, the guarantee commission ought to have discussed in the board meeting and on its approval should have represented by way of notes to accounts. This practice was not followed by the petitioners when they were at the helm of affairs of the company. When the affairs of the Company are taken over by the banks and FIs it was noticed that provisions were being made for guarantee commission payable to the petitioners 1 to 3 and while finalizing the accounts for the year ended 31.03.2003, it was objected and a specific mention was made in the notes of accounts why such guara....
X X X X Extracts X X X X
X X X X Extracts X X X X
....39; report are given an addendum to the director's report, the directors' report would precede the auditors' report. In the above instance there was no requirement to give separate explanation to the auditors' qualification on the accounts for the year 2002-03 as comprehensive explanatory note had already addressed the issue in the notes to accounts. Therefore, the directors' report would precede the auditor's report. (m) The Respondent Company in its notice dated 01.11.2004 for the EOGM dated 01.12.2004 has disclosed all material facts which have bearing on the question on which the shareholders have to form their judgment including the concern or interest of the management. The Company has become NPA under the management of the Petitioners 1 to 3 as such the claim of the petitioners that the guarantee commission is payable after repayment of dues to the lenders is invalid and uncalled for and more so is not maintainable under the law. There was no blanket approval given for the payment of guarantee commission in the board meeting held on 10.05.2002. The fact of the matter is the nominee directors stated that "the guarantee commission could be paid....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ectors when the company was taken over by the POAL in the year 2007 and the R2 has nothing to do with the affairs of the Company. (s) According to the term of the stipulation of the lenders, the unsecured loans have to be treated as subordinate to the term loans of FIs and banks. Accordingly the company held back release of unsecured loans and further revised the interest payable on the said unsecured loans as the same is not payable to the petitioners as the petitioners have mismanaged the affairs of the company when they were at the helm of affairs of the company. The petitioners ought to have taken an action if they are aggrieved by the action of the Company, whereas the petitioners remained silent for decades and decided to agitate the same before the Tribunal only in the present petition. (t) The petitioners are not entitled to say that the points of oppression and mismanagement in the affairs of the company were not adjudicated in the scheme of arrangement as they were the parties till the matter was disposed of by the Hon'ble Supreme Court. The petitioners have also suppressed the fact that the petition filed under section 392 of the Act, 1956 was dismi....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... between the majority shareholders and the minority shareholders would not be enough unless lack of confidence springs from oppression of the minority by a majority in the management of the company's affairs, and such oppression must involve at least an element of lack of probity or fair dealing to a member in the matter of his proprietary rights as a shareholder. (b) In the matter of Chatterjee Petrochem (India) (P.) Ltd. v. Haldia Petrochemicals Ltd. [2011] 14 taxmann.com 179/110 SCL 107 wherein judgment of Kalinga Tubes Limited is referred. (c) in the matter of Esquire Electronics Inc. v. Netherlands India Communications Enterprises Ltd. [2017] 82 taxmann.com 473 (NCL - AT) - wherein it is held that section 433 of the Companies Act, 2013 makes it clear that the provisions of Limitation Act, 1963 apply to proceedings or appeals before the Tribunal or the Appellate Tribunal, as the case may be. (d) In the matter of Aurosagar Estates (P.) Ltd. v. M.C. Davar Holdings (P.) Ltd. /143 SCL 224 (NCL - AT) wherein the judgment made in the Esquire Electronics Inc. and others is referred. (e) in the matter of V.M. Rao v. Rajeswari Ramakrishnan [1987] ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e principle underlying Rule 1 of Order XXIII of the Code should be extended in the interests of the administration of justice to cases of withdrawal of writ petition also, not on the ground of res judicata but on the ground of public policy as explained above. The learned Counsel for the R1 Company while reiterating the above submitted that the petitioners have not made any case for the interference of this Tribunal and therefore prayed for the dismissal of the petition. 6. The R5 has filed its counter and the learned Counsel for the R5 offered no comments for the most of the allegations as they are matter of record, however, inter alia submitted that: (a) The petition is barred by limitation. (b) The allegation that Rolls Royce was with Kishan Rao group and later on with the influence of Dr. A.V. Mohan Rao it tilted on his side because of excess of payment to them for repair and that too with the support of Financial Institution is denied. (c) The payment of guarantee commission to the individuals who provide guarantees is contrary to the provisions in the loan agreement for financial assistance and that no guarantee commission shall be paid ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....eged to have happened in the year 2004-05 and continuation thereof will not save the limitation. 9. The learned Counsel for the R6 relied on the following judgments in support of his submissions: (a) (2010) 157 Comp Cas 61 (Ker)-In the matter of K. Subramony v. Official Liquidator, Malabar Phyto Chemicals Ltd. - wherein it is held that the nominee directors are not engaged in regular management of company and not assigned any work of company. Therefore they cannot be held responsible for acts and omissions which officers of the company are required to comply with. (b) [Criminal Petition Nos. 3167, 3169 and 3170 of 2007] - in the matter of O. R. Mahajan v. State of AP rep by public prosecutor and ROC - wherein it is held that the nominee directors are appointed on the basis of terms and conditions of loan agreement and the directors are not involved in the day to day affairs of the Company. In view of the above submissions, the learned Counsel for the R6 prayed for dismissal of the petition. 10. The R7 filed a counter statement and the learned Counsel for R7 inter alia submitted that: (a) On 18.02.2003, IDBI involved the relevant clauses und....
X X X X Extracts X X X X
X X X X Extracts X X X X
....held liable for the events taken place prior to its entry into the Company. (b) The allegation that the R32 was incorporated for taking over the management of the Company is baseless and the petitioners have not produced any material to support their allegations. This respondent legitimately obtained loan from HSBC and the petitioners are not the shareholders of R32. The petitioners being neither shareholders nor lenders have no locus standi to pray for an investigation into affairs of the company. (c) The petition is hopelessly barred by limitation. The petitioners ought to have approached the CLB then and there for their grievances, whereas they have not chosen to file the petition within the limitation. As per the provisions of section 433 of the Act, the limitation of three years is applicable to the petition filed before the NCLT. (d) The bidding process was done by the ARCIL as per law and the ARCIL identified the R32 as the successful bidder by its letter dated 12.12.2006. The petitioners have also unsuccessfully contested the bidding by a company promoted by them. (e) The petitioners have also unsuccessfully challenged the Scheme of Arran....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ement by causing illegal, oppressive acts, transferred management and control of the Company and now enjoying in USA and incomplete disregard of judicial process, is not responding to any of the proceedings which demonstrate his complicity. The financial crunch arisen due to failure of R2 to discharge his agreed obligations under promoter agreement followed by prolonged litigation. (c) The management of company was taken over by the banks and FIs in the AGM held on 30.09.2003 and the entire increase in outstanding secured loans as alleged by the respondents took place only under the management of nominee directors of financial institutions which has also taken note in order dated 23.01.2008 passed by Hon'ble High Court of Andhra Pradesh in the writ Petition No.8223/2007. (d) The R1 Company has not filed any document to show that the P1 has mismanaged the affairs of the Company and it is a fact that the nominee directors have appreciated P1 in the 52nd meeting held on 10.05.2002. (e) Under the scheme of arrangement and converting the equity shares to the preference shares with coupon rate of 0.05% redeemable after 15 years the promoters were thrown out....
X X X X Extracts X X X X
X X X X Extracts X X X X
....tutory auditors highlighted the issue of non-provision of guarantee commission in the financials. Not making provision of guarantee commission amounts to understatement of profit which is violative of accounting standards as prescribed by section 211(3A) of the 1956 Act. The averments of the Respondents that it has been shown under the sundry creditors in schedule 10 while finalizing the accounts for the year ended 31.03.2003 and therefore it was objected is contrary to the minutes of the 52nd board meeting held on 10.05.2002. The guarantee commission was reversed only to prejudice the interest of the petitioners. (n) The loan agreements were silent about the guarantee commission and a specific reference was made of undertaking dated 11.08.1994 of the P1 and by that said undertaking the P1 did not surrender his right to claim guarantee commission. If negative covenants are part of agreements, the banks and FI required such undertaking. The said undertaking was given only by P1 whereas the guarantees were given by P2 and P3 also. (o) The statutory auditor is in connivance with the petitioners is baseless and it has been made only to cover up their fraudulent activi....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... and mismanagement. The scheme is also possible without converting the equity to preference shares whereas the same was done only to oust the petitioner out of the company and at the same time the POAL interest was secured by way of equity of Rs. 150 crores. 14. The petitioners have filed a rejoinder for the counter statement of R5 and while referring the rejoinder statement, the learned counsel for the petitioners denied most of the averments of the said counter and inter-alia submitted that: (a) The maintainability of the petition itself is upheld by this Tribunal by admitting the petition by order dated 06.04.2017 which has attained finality. (b) The R2 has not filed any counter statement which shows the connivance with the banks and FIs. (c) This Respondent is to file strict proof that the R4 has not involved in ousting the petitioners out of the company. (d) The averment that the payment of guarantee commission to the individuals who provide the guarantee is contrary to loan agreement and hence the resolution dated 25.04.1994 is not valid. The R5 is barred from raising the issue who has consented in the 52nd board meeting held on 10.05.20....
X X X X Extracts X X X X
X X X X Extracts X X X X
....tioners while denying most of the averments of the counter statement inter alia submitted that: (e) Simply because no specific relief is sought against the answering respondents they are not the necessary or proper parties for adjudication of the issue raised in the petition. They have been arrayed as respondents as they have collectively supported the cause of the R2. (f) The provisions of the section relied by the R12 and R13 have no application to the facts of the case and further R12 and R13 are attempting to misread the provisions to suit their convenience. The reliance of JJ Irani Committee referred by R12 and R13 is also misconceived as they have not brought on record the outcome of recommendations of such committee. (g) The immunity under SEBI Act does not automatically extend to nominee directors for commission or omission of acts of prejudice, oppression or mismanagement and nominee directors are liable to members as the other directors in board. 16. The petitioners have filed rejoinder statement for averments made by the R32 in its counter and the learned Counsel for the petitioners while denying most of the averments of the counter statemen....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... was came to be filed in the pending CP 202/2010 and the Hon'ble High Court has allowed the application vide its order dated 20.06.2011 and the MOU was produced before the Hon'ble High Court. (g) The board resolution dated 29.06.2010 is silent about Rs. 1.71 whereas as per audited balance sheet as at 31.03.2015, it is paid and called up to Rs. 1.71 per shares. These facts of allotting shares to ACB (India) Limited show the manipulation and fabrication of statutory records at their whims and fancies and same is now being justified without placing any document of offer of subscription, whether it was right issue or preferential etc. (h) As per the audited balance sheet as at 31.03.2007 the Company has stated that Rs. 50 crores was stated to have been received from POAL which was credited under shares suspense account. This shows that no share was issued to POAL even as at 31.03.2007. (i) In view of the complicity of R32 with R2 which is evident from annexure of the petition (P31) having knowledge about acts prior to 2006, all allegations levelled by the petitioners which are not responded in the counter to be deemed to have been accepted. (....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ned to accept this fine distinction that is now sought to be created. The erstwhile Company Law Board did enjoy the same powers in substance as the National Company Law Tribunal constituted in its place now does. However, not once did the petitioners approached the Company Law Board complaining of oppression and mismanagement in the said affairs. They have raised this issue for the first time in this petition in 2017 only. 21. The petitioners had filed a civil Suit No.4051/2004 before the VII Addl Senior City Civil Judge, Hyderabad. I find that the petitioners had prayed for the following reliefs in that plaint: - (a) A declaration that the defendant is obligated to show the provisions of guarantee commission payable to the plaintiffs in the Balance Sheet and other records for the year 2002-03 and thereafter; and (b) A mandatory injunction directing the defendants to reflect and continue to provide for the provisions relating to guarantee commission to the plaintiffs for the guarantee given by the plaintiffs and their group companies for the benefit of the defendant till such time the properties and all the guarantees of the plaintiffs which were the subject ma....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... written synopsis, the Counsel for the petitioners takes pains to point out that after the provisions of section 430, read with 434(1)(c) of the 2013 Act were brought into force, the jurisdiction of the civil court was barred on issues on which this Tribunal has been conferred jurisdiction. 26. As per section 424(1) of the 2013 Act, the Tribunal shall not, while disposing of any proceeding before it, be bound by the procedure laid down in the Code of Civil Procedure but shall be guided by the principles of natural justice and, subject to the other provisions of this Act, shall have power to regulate their own procedure. Experience of other Tribunals and quasi-judicial bodies whose parent Acts carry similar provisions as section 424(1) of the 2013 Act, shows that while the provisions of CPC may not fully apply but parts of it apply in substance so long as it satisfies the contours of natural justice. 27. It is settled law that no party should be allowed to pursue two parallel remedies in respect of the same subject matter, as laid down by the Hon'ble Supreme Court in Jai Singh v. Union of India [1977] 1 SCC 1. However, acceptance of the contention of the R1, especially whe....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ompany and the personal guarantee of the P1 and P3 and there is no doubt about that. Even after the change in management after the scheme of arrangement the personal guarantee of the P1 and P3 continued with the Banks and the R1 Company has not done anything to substitute/release the guarantees given by the P1 to P3. 31. The provision of guarantee commission was in the financials of the company till the year 2002 and there was no whisper of objection either by the banks, FIs and the R2 who is the other director of the Board. If the P1 to P3 are not entitled for the guarantee commission, it is not understood why the banks and FIs insisted on an undertaking from the P1 which he submitted on 11.08.1994. It is pertinent to note that the making payment of guarantee commission was passed in the 1st AGM held on 25.04.1994 whereas the undertaking was given by the P1 on 11.08.1994. The recital at para (ii) (page 419 of the counter of R1 Volume No.I) becomes important which reads as follows: "(ii) claim or receive any remuneration or commission except those fixed or to be fixed in accordance with the provisions of the Companies Act, 1956 from time-to-time and approved by you; and....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ompany Petition which was filed prior to withdrawal of the earlier suit. 38. Therefore the issues (1) and (2) are answered in favour of the petitioners and the R1 is directed to calculate the payment of guarantee commission from the date of extending the personal guarantee till the date of release of personal guarantee and make payment to the Petitioners within one month from the date of communication of copy of this order. 39. Issue No.(3): It is on record that the petitioners provided unsecured loans to the company and it was reflected in the balance sheet of the company till 31.03.2005. Thereafter in the board meeting held on 27.01.2007, it was resolved to reverse the interest payable on the unsecured loan of Rs. 1,22,65,850/- and TDS of Rs. 28,64,023/- deducted and deposited with revenue authorities. 40. The R1 company stated that the pending contempt proceedings was the reason for not making payment whereas the petitioners contended that there no such order made by the Hon'ble High Court of Delhi. It is the contention of the P1 to P3 that the company owes Rs. 27.50 crores of outstanding loan and the same are to be settled with 18% interest p.a. Like the reversal o....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ng process and the exercise of voting rights as pledgee of the shares by the IDBI, albeit from the perspective of oppression. The defence taken by the P1 to P3 is that approval of the scheme of arrangement by the Hon'ble High Court is not from the perspective of oppression of the P1 to P3 but only from the procedural perspective. 46. As far as this issue is concerned, I find that the petitioners are blowing hot and cold at the same time. While on page 19 of the written synopsis, the P1 to P3 have stated that the Petitioners are not seeking any relief in relation to the bidding but are brining on record to demonstrate how the petitioners have been oppressed, on page 21 of the written synopsis, the Petitioners have stated that dismissal of writ petition challenging bid of POAL and its approval by ARCIL or challenge to scheme of rearrangement under section 391 of 1956 Act cannot be construed that the issue of oppression and mismanagement was decided. Therefore, this argument cannot be accepted. 47. As may be seen from the common orders of the Division Bench of the Hon'ble Andhra Pradesh High Court in OSA No. 1/2009 and OSA Nos. 62, 65 and 66/2007, the petitioners have al....