Company Petition No.102/2002 is filed by Reserve Bank of India (hereinafter referred to as ‘the RBI’ for short) under Section 45 of the Reserve Bank of India Act, 1934 read with Section 433 of the Companies Act, 1956, praying for winding up of Tulunadu Finance & Developments Ltd., Company.

Company Petition No. 215/2003 is filed by Tulunadu Finance & Developments Ltd., (hereinafter referred to as ‘the Company’ for short) under Sections 391 to 393 r/w. Section 394A of the Companies Act, 1956, praying for sanctioning of the scheme of compromise and arrangement so as to be binding on the Company, its equity shareholders, creditors viz., debenture holders and its deposit holders.

2. Tulunadu Finance & Developments Ltd., (the Company) was incorporated on 2nd February 1985 under the provisions of Companies Act, 1956. The Company filed an application under Section 45-IA of the Reserve Bank of India Act, 1934 (hereinafter referred to as ‘the RBI Act’ for short) dated 24.6.1987, seeking Certificate of Registration from RBI to run a non-banking financial Corporation (in short ‘NBFC’). The RBI issued Certificate of Registration No.02.00012 under Section 45-IA of RBI Act on 10.2.1998. On 19.4.2000, RBI conducted scrutiny of Books of Accounts under Section 45-N of RBI Act. The scrutiny revealed that the financial position of the Company was unsatisfactory and that it had defaulted in re-payment of deposits and also violated certain provisions of RBI Act and the directions issued by RBI. By its order dated 11.5.2000, the RBI prohibited the company under Section 45-K (4) read with Section 45-MB (1) of RBI Act from accepting the deposits from the public until further orders and directed the company under Section 45-MB (2) of RBI Act not to sell, transfer, create charge or mortgage or deal in any manner with its properties and assets. Some of the aggrieved depositors approached the Company Law Board under Section 45-QA (2) of the RBI Act for a direction of re-payment of their matured deposits. The Company Law Board directed the company to repay such depositors as per repayment schedule by its order dated 24.4.2001. The RBI conducted inspection from 8.10.2001 to 13.10.2001 under Section 45-N of RBI Act with reference to the financial position as on 31.3.2001. The company vide its letter dated 14.12.2001 informed the RBI that it could not comply with the order of Company Law Board due to the problems faced by it by it and requested the RBI to appoint Official Liquidator to manage the affairs of the company. The RBI cancelled the Certificate of Registration issued to the company on 31.1.2002. Thereafter, the Company Petition No.108/2002 is filed by RBI under Section 45-MC of RBI Act read with Section 433 of Companies Act, 1956, for winding up of the company on 19.6.2002.

3. The company filed Company Application No.776/2003 for reviving under Section 391 of the Companies Act, on 5.8.2003. This Court admitted the Company Application. By filing the said application, the company sought for an order from this Court to convene separate meetings of equity shareholders, secured creditors (i.e., bankers of the company), secured creditors (i.e., debenture holders), unsecured creditors (i.e., deposit holders), for the purpose of approval of scheme of arrangement and compromise in respect of repayment of the debts. On 5.9.2003, this Court ordered to convene the meetings of secured creditors, shareholders, company bankers, debenture holders, deposit holders separately. The meetings were held in the registered office of the company on 20.10.2003. The report of the meetings was furnished by the Chairman, who had chaired the meetings held on 20.10.2003 to this Court on 4.11.2003. On the very day, i.e., on 4.11.2003, Company Petition No.215/2003 is filed by the company praying for sanctioning of the scheme of compromise and arrangement under Sections 391 to 393 read with Section 394-A of the Companies Act, 1956.

4. On 3.8.2005, Company Petition No.108