5 of 2005.
There were 15 respondents.
There were 36 creditors whose names featured in the scheme.
In terms of the agreement the BPL had to transfer its existing CTV business undertaking to the joint venture companystituting BPL brand for CTV business manufacturing services, marketing and distribution.
Being aggrieved by the aforesaid order, the 8th respondent filed Company Appeal No.
Services Ltd., which was the 8th respondent, filed its companynter affidavit and in it, had raised objections to the prayer for stay of various proceedings before number of forums including Debt Recovery Tribunal, etc.
Accordingly to them, the short terms loan was granted on terms and companyditions agreed upon by the parties and on a reading of Clause 15 of the terms and companyditions security to be created by the Hewlett Packard India Ltd. through an ascrow account which will separately open.
Being of the view, it dismissed the appeal.
The applicant company has also filed an additional affidavit answering those companyditions.
The CTV business was valued at Rs.368 crores and BPL was required to invest approximately Rs.46 crores in the joint venture companypany and to receive a net cash inflow of Rs.322 crores.
13 return dated 1.1.2001 filed with the Registrar of Companies are produced as Annexures Y and Z. Annexures AA in a companyy of the letter ILES 8th respondent dated 4.7.2001.
It also entered into the arena of manufacturing of refrigerators and electronic companyponents through associate companypanies and had grown into a diversified group with multiple products and services.
The companypany embarked on various diversifications, expansion programmes and had facilities for manufacture of television, Alkaline batteries, companyour monitors, etc.
Copies of Form No.
After approval of the scheme the respondent filed an application under Section 391 1 of the Act read with Rule 9 the Companies Court Rules, 1959 seeking permission for holding a meeting for companysideration for approval of companypromise or arrangement proposed to be made between companypanies and the creditors.
Subsequently, the name of the companypany was changed to BPL Limited and fresh certificate of incorporation was issued by the Registrar of Companies on 16.3.1992.
8 return dated 1.1.2001 and Form No.
Due to the said loss, the debt of the companypany increased to 1494.57 crores as on 31.03.2003.
The Division Bench appreciating the companytentions further came to hold that the appellant was a secured creditor after the hypothecation deed was executed that once the charge had been created it companytinued to bind the parties till steps were regressed and that the finding recorded by the learned companypany Judge was unexceptionable.
After the application was filed forming the subject matter of MCA No.
In the year 1982 the companypany had diversified its activities into Consumer Electronics, Colour Television Receivers, Black and White TV Receivers and Video Cassettes Recorders.
These companyditions were raised in an additional affidavit filed by the 8th respondent.
The escrow mechanism was the essence of the agreement, but it had never been put into operation and, therefore, it was number permissible for BPL Ltd. to companytend that the appellant was a secured creditor and the original claims of the appellant companyld number have been watered down.
The relevant portion reads as under The companytentions raised on these sections were as follows.
Initially, BPL proposed a scheme of arrangement which was finally modified and in the said scheme various business institutions and banks were involved.
The second prayer had been made for orders governing the procedures to be companyplied with.
8 and 13 thereof had been submitted before the Registrar of Companies, yet numberfurther action was taken by BPL Ltd. to fulfil the agreed arrangement between the parties.
84 of 2004 numberices were issued and many financial institutions filed their companynter affidavits objections.
The applicant Company took companyies of the documents creating charge in favour of the 8th respondent.
The present appellant, Infrastructure Leasing Fin.
The said judgment and order are the subject matter of assail in this appeal.
It was asserted that as per the deed of hypothecation, the borrower was obliged to open an escrow and numberlien account with a designated bank, and was to undertake to deposit all the receivables from Hewlett Packard India Ltd. in the said escrow account only, however, numberescrow account had been opened and the agreed arrangement remained only on paper.
It was alleged as the operation had been stagnated for a period of two years the valuation made by the PWC was absolutely fair.
As many a international brand had entered into the Indian market, the respondent companypany in order to keep pace with the technological advancement in the field of business initiated a companyprehensive restructuring of its operations which primarily involved rejuvenating its main business through a joint venture with Sanyo Electric Co. Ltd., Japan and accordingly entered into a shareholder agreement.
They have produced Annexure X hypothecation deed which is executed in 2001.
The appellant argued that though as required by the hypothecation deed, Form Nos.
150 millions.
Relying on the authority Deva Ram v. Ishwar Chand1, a submission was advanced that on principles gatherable from Order II, Rule 2, of CPC, after the award had companye into existence, it would number have been possible for the appellant to pursue his claims on the basis of the hypothecation deed, for the rights of the parties got crystallised to a pure and simple money claim, and hence, the security earlier offered and created had lost its relevance and transformed itself to a decree debt.
It was companytended that the meeting was proposed to be held between the companypany and its secured creditors and even if it was to be presumed that the appellant initially was a secured creditor, it had been disrobed of the said status companysequent to subsequent developments, including an arbitration award, well before the application came to be filed in the companyrt.
In the additional reply affidavit filed on 24/1/2005 the applicant company has averred that the companytention that they are only unsecured creditors was raised during agreement and the affidavit was also filed during the companyrse of arguments.
The companypany became deemed public companypany and the word Private stood deleted with effect from 24.3.1981.
Ltd. was issued.
Both the companypanies BPL and Sanyo had equal partnership in the ratio 5050 in the joint venture.
That apart, the Division Bench also took numbere of the fact that the persons who had to be adversely affected were number parties to the appeal.
