1982 (2) TMI 234 - HC - Companies Law

Issues Involved:
1. Application under Sections 391 and 392 of the Companies Act, 1956.
2. Claim for additional and penal interest by the appellant.
3. Modification or setting aside of the sanctioned scheme.
4. Jurisdiction and powers of the court under Section 392.
5. Maintainability of the application and appeal.
6. Limitation period for filing the application.
7. Validity of the claim and the order for payment of Rs. 10,000.

Detailed Analysis:

1. Application under Sections 391 and 392 of the Companies Act, 1956:
The appellant filed an application under Sections 391 and 392 of the Companies Act, 1956, proposing a scheme of compromise and/or arrangement between the respondent and its creditors. The court sanctioned the scheme on 16th March 1970. The appellant, being a creditor, claimed outstanding dues as per the scheme.

2. Claim for Additional and Penal Interest by the Appellant:
The appellant claimed a further sum of Rs. 1,03,499.95 from the respondent, which included additional interest and penal interest. The particulars of the claim were detailed in the petition, but the respondent disputed the liability for such interest, arguing that it was not mentioned in the sanctioned scheme and was unjustifiable for a sick industry.

3. Modification or Setting Aside of the Sanctioned Scheme:
The appellant sought to set aside or modify the scheme to exclude itself from the obligations under the scheme. The court below ordered the respondent to pay Rs. 10,000 to the appellant within a month, failing which the appellant would be relieved from the scheme and allowed to file a suit.

4. Jurisdiction and Powers of the Court under Section 392:
The court has supervisory powers under Section 392 to ensure the proper working of the scheme. It can give directions, make modifications, or order winding up if the scheme cannot be worked satisfactorily. The appellant argued that the court should have either set aside or modified the scheme, but the court below arbitrarily directed a payment of Rs. 10,000 without addressing the appellant's claim.

5. Maintainability of the Application and Appeal:
The respondent contended that the application was not maintainable without notice to other parties affected by the scheme. The appellant argued that the court retained jurisdiction to supervise the scheme and could make orders without issuing notices or advertisements unless directed by the court.

6. Limitation Period for Filing the Application:
The respondent argued that the application was barred by limitation under Article 137 of the Limitation Act, 1963, as it was filed more than three years after the first breach. The appellant countered that the scheme operated as an injunction, preventing the commencement of proceedings without the court's leave, thus negating the limitation bar.

7. Validity of the Claim and the Order for Payment of Rs. 10,000:
The court found that the appellant's claim for additional and penal interest was seriously disputed and lacked sufficient particulars. The court held that the scheme had worked satisfactorily for years, and the appellant failed to prove that the scheme had become unworkable. The court concluded that the order for payment of Rs. 10,000 was arbitrary and without basis.

Conclusion:
The court concluded that none of the prayers made by the appellant fell within the scope of Section 392 of the Companies Act. The application was deemed misconceived and not maintainable. The order of the court below was set aside, and the appellant's application was dismissed. The appellant was granted liberty to take appropriate proceedings against the respondent for the recovery of its dues if maintainable in law. Each party was ordered to bear its own costs.

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