- (1.) This petition under Article 129 of the Constitution has been filed by M/s. Ashok Paper Kamgar Union through its President Shri Umadhar Prasad Singh for initiating contempt proceedings against the respondents for violation of orders passed by this Court on 8-7-1996, 1-5-1997 and 31-7-2000 in Writ Petition No. 174 of 1991. Initially the respondents arrayed in the contempt petition were Shri Dharam Godha, Chairman, Nouveau Capital and Finance Ltd. Shri S. Jagadeesan, Joint Secretary, Ministry of Industry, Deptt. of Industrial Policy and Promotion, Government of India; and Shri G.S. Kang, Secretary, Department of Industry, Govt. of Bihar. Subsequently, Shri S. N. Khan, Chairman and Managing Director and Shri R.P. Chhabra, Chief General Manager, Rehabilitation Finance Department, Industrial Development Bank of India, were also impleaded as respondents.
(2.) Ashok Paper Mills was a joint sector company and its shares were held by Government of Bihar, Government of Assam and Industrial Development Bank of India (for short 'IDBI'). The company had two units; one in Darbhanga, Bihar and the other in Assam. The company became sick in the year 1988 and was referred to BIFR. A decision was taken on 15-11-1989 to bifurcate the two units and give the responsibility of administering/taking over the units to the concerned State Governments. The Assam unit was thus taken over by the Government of Assam in 1990. The Bihar unit was, however, not taken over by the Government of Bihar. The petitioner M/s. Ashok Kamgar Union then filed a writ petition under Article 32 of the Constitution in this Court praying that a direction be issued to the Government of Bihar to take over the unit. Initially, it was felt that an appropriate legislation was required to be issued and the State Government also indicated that it would issue an Ordinance. The writ petition remained pending for several years and different proposals were considered by this Court. Ultimately, in the year 1996, the Government of India moved a proposal under which a private party, namely Nouveau Capital and Finance Ltd. (for short 'NCFL') was to take over the unit and a scheme for the said purpose was formulated on 28-6-1996, which was accepted by this Court on 8-7-1996. Since the main grievance of the petitioner is that the terms of the scheme have not been complied with by the respondents, it is necessary to reproduce the main provisions thereof, which are as under: 1.0 Take over of the Unit by M/s. Nouveau Capital and Finance Ltd. Nouveau Capital and Finance Ltd. will take over Ashok Paper Mills Bihar Unit at following terms and conditions. 1.1 NCFL will acquire the share holding of Government of Bihar, Government of Assam and Financial Institutions as per following terms :- (a) Write down of capital by 90%. (b) Payment of written down face value within a period of 12 months from the date of handing over the possession of the unit. 1.2 NCFL will pay a fixed consideration of Rs. 6 crores and thereupon take over of the unit without any liability. The amount will be paid by NCFL in 16 quarterly instalments of Rs. 37.5 Lakh each on interest free basis. The first instalment will be paid by NCFL before taking over the unit. Except for payment of Rs. 6 crores over a period of four years, no other liabilities, be it dues of secured creditors, unsecured creditors, dues to Government and its agencies would be assigned to the unit. 1.3 The fixed consideration of Rs. 6 crores paid by NCFL would be utilised on pro rata basis to settle the dues of the secured creditors viz., Institutions and banks and the workers as per the directions for the Supreme Court. The view of the workers union and the Financial Institutions are given in Annexure-II. 1.4 The entire available work force will be absorbed by NCFL within a period of six months from the date of the take over of the unit. Prior to take over a tripartite agreement between workers' union, government of Bihar and NCFL will be entered into. NCFL will not take over any of the past liabilities in respect of the workers. However, there would be no break in services and wages would be paid as per the prescribed norms of the industry on the date of absorption. Besides from the date of the take over NCFL will also pay to the worker (as are willing to be absorbed) a monthly salary @ 50% of their last earned salary of the month when production was not terminated. The scheme provided for rehabilitation and running of the units in two phases. Para 1.7 of the Scheme gave details of the expenditure and tentative cost for Phase I as Rs. 26.15 crores. Paras 1.8 and 1.9 gave details as to how this amount was to be raised and they are as follows : 1.8 The total cost estimated is Rs. 26.15 crores. The above requirement of funds would be financed as under :- 1. Share capital from promoters - 11.15 2. Term loans/requirement finance - 15.00 Total : - 26.15 1.9 The implementation of Phase-I would be over a period of 18 months. IDBI would extend term loan (jointly or otherwise by both participating institution) provided collateral security up to Rs. 10 crores is extended by NCFL and or any of their associated corporate or individuals in their private capacity. United Bank of India would extend working capital as per banking norms. It would not be feasible to commence commercial production earlier as the existing boilers would need to be replaced by energy efficient boilers.
(3.) Para 1.10 gave details of the works which were to be implemented in Phase II and the capital expenditure required to be invested thereunder was Rs. 478 crores which was proposed to be raised through equity contribution of Rs. 188 crores and Rs. 290 crores term loan from Institutions. Some of the other terms of the scheme which are relevant are being reproduced below :- 1.14 Government of Bihar will write off the dues of the unit including arrears of sales tax, water tax, cess, land revenue etc. 1.15 Government of Bihar will take necessary action for getting past dues of Bihar Electricity Board written off upon taking over the unit by the NCFL. Government of Bihar would immediately connect the power lines to grid power and ensure uninterrupted supply of power subject to technical fault. The power would be made available at commercial rates. NCFL will have to deposit fresh security deposit for electricity supply. The minimum demand charges shall be levied only after commencement of commercial production. Till then only the actual energy units consumed shall be charged at the industrial rate. 1.27 IDBI agrees that the revival package consisting of two phases of investment is viable. 1.28 United Bank of India will consider grant of need based working capital on commercial terms. 1.33 The existing plant and machinery shall not be removed from the site so long as the entire revival package including Phase-II is implemented and operationalized. However, the NCFL will have the option to replace the same. 1.34 A committee representing Government of India, Government of Bihar, IDBI and Ashok Paper Kamgar Union would be set up for monitoring of the implementation of the above mentioned revival package. 1.35 Status quo will be maintained as on 18-3-1996 till the unit is taken over by NCFL. There shall not be any new postings, transfers, fresh appointment on the roll of Bihar Unit. All physical assets of the company should remain on as it is where it is condition. If there are any pending issues in relation to workers, the same would be kept pending and decided by the new management. 1.36 The implementation of Phase-I would be completed within a period of 18 months from the date of signing of agreement and taking over the possession of assets of M/s. Ashok Paper Mills (Bihar Unit). Implementation of Phase-II should be taken up concurrently along with Phase-I and completed within a period of 3 years. 1.37 On failure of NCFL to bring in the required investment as envisaged in Phase-I and Phase-II within the stipulated time, the agreement concluded with NCFL would be liable to be cancelled and transferred assets would revert to M/s. Ashok Paper Mills Ltd.;