LIFE INSURANCE CORPORATION OF INDIA Vs. VARUN GLOBAL LIMITED

JUDGEMENT

(1.) This Company Petition filed under Section 433(e) and 434 of the Companies Act, 1956 seeks winding up of the respondent company. The petitioner is the Life Insurance Corporation of India. The respondent is a company registered under the Companies Act engaged in the business of Shipping. The main objects of the company are to purchase, charter, hire or otherwise sell and exchange and deal with steam ships and other ships. It also is empowered by its objects clause to establish and maintain shipping lines between various ports. It was incorporated as a private limited company on or about 3rd November, 2009. The company requested a Rupee Term Loan of Rs.50 crores from the petitioner for general corporate purposes. A sum of Rs.50 crores was sanctioned by the petitioner on or about 24th November, 2009. In order to secure the repayment of the said loan, the company proposed to pledge 21,182 equity shares of Rs.100/- each held by the company in Khatau Industries Pvt. Ltd. along with right to occupy the use, possess and enjoy in certain premises situated at Laxmi Building, 6, Shoorji Vallabhdas Marg, Ballard Estate, Mumbai-1, which was leased to the said Khatau Industries Pvt. Ltd. by the Bombay Port Trust on or about 2nd March, 1920 ("Leasehold premises").

(2.) At the material time the leasehold premises was proposed to be mortgaged to secure the loan and it was valued at Rs.62.24 crores. The loan sanctioned was reduced to Rs.45 crores as recorded in the letter dated 2nd February, 2010. The term loan was to be repaid in 17 equal quarterly instalments of Rs.2.25 crores each followed by a bullet repayment by Rs.6.75 crores due and payable as the 18th quarterly instalment. In order to secure the aforesaid loan the company executed the following security documents in favour of the petitioner:-

(3.) An amount of Rs.45 crores was disbursed on 13th April, 2010 at 12% interest payable on a monthly basis as set out in the terms of Loan Agreement. The company created an exclusive charge and mortgage in respect of the aforesaid leased premises and complied with the provisions of the Companies Act. In this respect a copy of the certificate of registration of mortgage has been relied upon by the petitioner as evidence in creation of the charge in favour of the petitioner. As the company had also pledged 21182 equity shares of Khatau Industries Pvt. Ltd.