(1.) Reserve Bank of India (in short the 'RBI') filed three winding up petitions, against JVG Leasing Ltd. (CP No. 266/98), JVG Securities Ltd. (CP No. 267/98) and JVG Finance Ltd. (CP No. 265/98) seeking winding up of these companies under the provisions of Section 45MC of the Reserve Bank of India Act, 1934 (in short the 'RBI Act') read with Section 433 of the Companies Act. All the three companies (hereafter referred to as the 'Companies') were classified as Non-Banking Finance Companies (NBFC). As these companies were accepting fixed deposits and other borrowings from banks, corporate institutions and the public, in the year 1997 the Reserve Bank'of India Act was amended, first by issuing Reserve Bank of India (Amendment Ordinance), 1997 which was replaced by Reserve Bank (Amendment) Act 1997 and Section 45-IA was introduced as per which, it became obligatory on the part of such NBFCs to obtain necessary licence from the RBI in order to carry out/continue their non-banking finance activities. Number of other provisions were inserted through this amendment like creation of Reserve Fund and requirement of transfer of certain percentage of profit every year to the Fund (Section 45-IC), the prescription of liquidity requirement (Section 45-IB) etc.. Vide Section 45JA, RBI has been vested with powers to issue guidelines on compassing aspects such as income recognition, accounting standards, provision for bad and doubtful debts, capital adequacy etc. The provisions are intended to ensure sound and healthy operation and the quality of assets of these companies. The bank has been empowered (i) to issue directions to the auditors of NBFCs and order special audit of NBFCs (Section 45MA), (ii) to prohibit acceptance of deposits and alienation of assets by NBFCs (Section 45MB) and (iii) to make an application for winding-up NBFCs (Section 45MC). Powers have also been vested in the Company Law Board under Section 45QA for directing the defaulting NBFCs to make repayment of the deposits/interest with a view to protect the interest of the depositors
(2.) Armed with the powers conferred upon the RBI under the aforesaid provisions inspection of the Companies was carried out with reference to their financial position According to the RBI, various irregularities were found and in the circumstances, show cause notices were served upon the Companies calling upon them as to why they should not be prohibited from accepting deposits. After considering the reply, prohibitory orders were also passed. These companies also submitted applications to the RBI for issuing a certificate of registration under the provisions of Section 45-IA of the RBI Act. Inspections were again carried out wherein it was found that these companies were continuing to flout the provisions of the RBI directions. Show cause notices were accordingly issued calling upon the Companies as to why their applications for grant of certificate of registration be not rejected. These applications were ultimately rejected and thereafter the aforesaid company petitions were filed seeking winding up of the companies. In these petitions ex parte orders dated 5th June 1998 were passed by this Court appointing the Official Liquidator attached to this Court as the provisional liquidator with direction to forthwith take charge of the properties/assets and books of accounts as well as other records of the companies. The companies were also restrained from disposing of, alienating or parting with possession of its assets. The companies filed the reply opposing the winding up petition. After hearing, petitions were admitted vide order dated 3rd October 2001 and publication of citations were directed. After the publication of citations and hearing the matter, final winding up orders were passed on 29th August 2003 and the O.L. was directed to act as the Liquidator. Notices of winding up were also directed to be published which directions have also been complied with.
(3.) On the appointment of the Liquidator he took charge of the assets of the companies and some of the assets are even liquidated. At this stage, this petition is filed by all the JVG Companies under Sections 391(1) and 393 of the Companies Act proposing scheme of re-construction arrangement and amalgamation. Copy of the said scheme is annexed with the petition and prayer is made that necessary direction be given to convene the separate meetings of the equity shareholders and unsecured creditors of the three companies and for the purpose of these meetings Chairman and Alternate Chairman be appointed.