“(ii) In terms of our order dated 7th May, 2008, an amount of Rs.54.31 crores, being arrears of wages upto 31st December, 2007, was directed to be disbursed by the highest bidder. Rs.55 crores stands deposited by the highest bidder. The sum of Rs.20 crores out of Rs.55 crores which lies with the Registry of the Supreme Court, will be disbursed by the Official Liquidator and the nominee of the Central Registrar Co-operative Societies in the presence of one Union representative of each Union within four weeks from today. The representative of the highest bidder will also remain present in the said meeting. It is made clear that the workers will sign the receipt of payment, which will be adjusted towards the arrears of Rs.54.31 crores.
“The bidder has suggested two alternative courses of action in a written note handed over to us in Court today. The above note is taken on record and marked as Annexure-A. Mr. P.S. Narsimha, learned Additional Solicitor General representing the Union of India seeks a short adjournment so as to enable him to obtain instructions in the matter. All other parties may likewise obtain instructions in the matter before the next date of hearing. Post for hearing on 01.03.2016.” On the issue, as to how and under what terms and conditions M/s Writers and Publishers Ltd., could be released from the arrangement, the parties (consequent upon mutual negotiations), submitted a joint statement of the Government of India and the bidder – M/s Writers and Publishers Ltd., dated 03.03.2016.
5. The above order of this Court dated 29 March 2016 envisages that WPL would be refunded its “entire investment” together with interest at 6 per cent per annum. However, the amount invested was to be subject to a deduction of the 5 profits made by WPL during the period when the arrangement subsisted. Since WPL was to be refunded the entire investment made by it with interest, it was evident that the profits realised by it during the subsistence of the arrangement would have to be deducted.
8. WPL was held to be entitled to the withdrawal of an amount of Rs. 14.84 crores deposited by it in the Registry of this Court and to a further sum of Rs. 8.07 crores which was deposited with the Regional Commissioner, Employees’ Provident Fund Organization (EPFO), Delhi together with interest. The above amounts were to be deducted from the principal amount payable to WPL, while refunding the payments due.
12. Now the order dated 29 March 2016 indicates that : “…in the bid which was submitted by M/s Writers and Publishers Ltd, the infusion of funds stipulated, was to the tune of Rs.504 crores. The break up thereof, for the revival of Super Bazar, was roughly as under: Share Capital – Rs.102 crore Working Capital – Rs 276 crore Revival and Revamping – Rs 126 crore” All the above elements including share capital and working capital were part of the infusion of funds contemplated for the revival of Super Bazar. Eventually, when the process of revival could not take place, this Court formulated directions for the exit of WPL.
After due deliberation by all the parties, including the Union government, this Court observed that WPL “should be refunded the entire investment made by them along with interest at the rate of 6 per cent per 9 annum..subject to deduction of profits made during the period when the arrangement subsisted”. WPL in terms of the aforesaid direction is entitled to interest at 6 per cent on the entire investment made by it. Investment brought in by way of share capital, did fall within the above mandate. It is part of the overall investment by WPL. The order of this Court envisages an exit for WPL. The order directs that there be a deduction of profits made, since WPL was being compensated by way of interest on its investment. Consequently, it would be impermissible to deny WPL the benefit of interest on its entire investment inclusive of share capital.
13. We are also of the view that the adjustment of losses incurred in Super Bazar and their deduction from the amount to be refunded to WPL is contrary to the mandate of the order dated 29 March 2016. CAG was only required to deduct the profits which had accrued in favour of WPL while determining the amount refundable to it. In its affidavit, CAG has proceeded on the general consideration that the term ‘profit’ represents a revenue earned from business activity exceeding the expenses/costs and that a loss is “vice versa”.