- (1.) BASIC FACTS: There was a limited company by the name of Anglo India Jute Mills Company Limited. On 19th May 2005, its name was changed to A.I.- Champdany Industries Limited, which is the defendant. It has its registered office at 25, Princep Street, Kolkata 700072. What is very significant in this case is that up till April 1994 the persons controlling the plaintiffs and Anglo India Jute Mills were the same. By 1987, Anglo India Jute Mills had become a sick industrial Company. Its affairs were referred to the Board for Financial Reconstruction. On 28th March 1989 a scheme was sanctioned by this Board to rehabilitate it. Now, the case of the plaintiffs is this. They had lent and advanced substantial sums of money to Anglo India Jute and made monetary deposits in it to be used for its business and/or rehabilitation. The evidence shows that these advances were made between 1987 and 1991. In these suits the plaintiffs claim back that amount together with interest as per the following:
(2.) The 1989 rehabilitation scheme did not work. Another scheme was sanctioned by the Board on 4th February 1994. New promoters stepped in to revive Anglo India Jute. The Board of Management of this company was taken over on 6th April, 1994 by Champdany Industries Limited (C.I.L.) and its associates. At this point of time the commonness of the persons controlling the plaintiffs and Anglo India Jute ceased. The plaintiffs were controlled by the Goenkas whereas another group controlled Champdany Industries Limited. Obtaining an appropriate order from this court on 22nd March, 2006 Champdany Industries Limited amalgamated with the defendant. For the financial year ending 31st March, 1991 Anglo India Jute showed its liability to the plaintiffs as Rs. 386 crores on account of loans and fixed deposit.
(3.) The frozen unsecured loans/deposits (inclusive of interest of Rs.42 lakhs) amounting to Rs.386 lakhs were as per the following: 3. The seventh creditor Landale and Clark Limited which obtained a loan of Rs.66,98,420, as per the above statement was a wholly owned subsidiary of Anglo India Jute. This subsidiary came to be controlled by the new promoters of Anglo India Jute. It was said that this loan was repaid by the Anglo India Jute to its subsidiary. That is why in their balance sheet the outstanding amount was reduced to Rs.319.02 lakhs. By its order dated 4th February, 1994 sanctioning the rehabilitation scheme, the Board declared in annexure-IV of its order that the unsecured loans received by Anglo India Jute from the plaintiffs and frozen till the year2003 would be Rs.386 lakhs. In their financial statement for the year ending 30th September, 1993 for 18 months published on 22nd June, 1995, for the year ending 31st March, 1995 for 18 months published on 4th November, 1995 and for the year ending 31st March 1996 for 12 months for the year ending 26th August, 1996, the liability was reduced to Rs. 319.02 lacs. These accounts were qualified by a note stating them to be disputed. These accounts were published by the new management. By a subsequent order made on 14th September 1998 the Board declared that the liability of Anglo India Jute to the extent of Rs. 386 lakhs to " the erstwhile promoters" could not be disputed. Against this order Anglo India Jute preferred an appeal before the Appellate Authority for Industrial and Financial Reconstruction (A.A.I.F.R.) Before the appellate authority Anglo India Jute according to the records disputed the sum of Rs.319 lakhs as outstanding. The interest charge was 17.5% per annum whereas according to them 10% per annum should have been charged. Furthermore, part of it should have been free of interest. The new promoters after taking over the management of Anglo India Jute from the Goenka Group in April, 1994 realised that it had claims against the old promoters which they were entitled to adjust from their dues of Rs.319 lakhs. The prayer for reduction of interest was rejected by the Appellate authority. Just because Anglo India Jute then raised a counter claim against the erstwhile promoters of the defendant, did not mean that Rs.319 lakhs could be shown in their annual accounts as disputed according to the Appellate authority. This claim against the old promoters of the defendant was described by it as "self-seeking". They could only be termed as dues according to the AAIFR if they were adjudicated upon and held to be so by any competent court. Only if Anglo India Jute obtained a decree to this effect could it set off this amount against its dues towards its unsecured creditors.;