Sunil Ambwani, J. - (1.) HEARD Sri Naveen Sinha, Senior Advocate, assisted by Sri Vipin Sinha for the petitioner and Sri Yashwant Verma for objector.
(2.) THIS is a confirmation petition under Sections 391(1) and 394 of the Companies Act, 1956 for confirming the 'Scheme of Arrangement', between M/s. Noida Toll Bridge Company Ltd., and its secured creditors for effecting the restructuring of the debt of the petitioner company, owed to the secured creditors including Deep Discount Bond holders on the terms and conditions specified in the said Scheme of Arrangement which essentially provide for reducing the interest liability to 8.5 per cent per annum. The petitioner company is a special purpose company and is promoted by Infrastructure Leasing and Financial Services Ltd. (IL & FS) for the purpose of development, construction, operation and maintenance of the bridge across the river Yamuna connecting Delhi and Noida on a Build -Own -Operate -Transfer (BOOT) basis at a total project cost of Rs. 408.17 crores. The Company borrowed Rs. 285.77 crores from Banks, Financial Institutions and by raising Deep Discount Bonds. In terms of the Prospectus, the DDBs Holders had the option of selling the DDBs to the Take -out Lenders at the end of 5th and 9th year from the date of issue for Rs. 9,500 and Rs. 16,500 per DDB respectively. This facility was not made available to other Secured Creditors. The petitioner Company has constructed the Noida Toll Bridge at a total cost of Rs. 408 crores with debt financing to the extent of approximately Rs. 286 crores and equity financing to the extent of Rs. 122 crores. The debt was raised in 1998 at an interest cost of approximately 16 per cent per annum. The project was commissioned on 7 -2 -2001.
(3.) IT is contended that most of the petitioner Company's expenses are fixed in nature viz., interest, depreciation and maintenance. The actual traffic and revenue is much lower than projected figures and reduction in tariff did not bring about any significant reduction in expenses. The Company had an accumulated net losses of Rs. 79.16 crores as on 31 -3 -2003 which have gone up to Rs. 100.26 crores as on 31 -3 -2004 and hence the Company is unable to sustain the high interest burden.;