1999 (9) TMI 771 - HC - Companies Law

Issues Involved:
1. Legality of the creditors' meeting and notice.
2. Validity of the proposed scheme of compromise or arrangement.
3. Financial mismanagement and irregularities by the company's directors.
4. Compliance with statutory regulations for Nidhi companies.
5. Appointment of a Provisional Liquidator and the continuation of the company's business.

Issue-Wise Detailed Analysis:

1. Legality of the creditors' meeting and notice:
The company filed M.C.A. No. 6 of 1999 under section 391(1) of the Companies Act, 1956, to convene a creditors' meeting to approve a scheme of compromise or arrangement. The meeting was scheduled for 7-3-1999. Several creditors filed applications (C.A. Nos. 78, 81, 91, and 95 of 1999) seeking to cancel or postpone the meeting, alleging that notices were not properly sent, statutory requirements were not met, and undue influence was exerted by the directors. The court found that the notice contained misleading statements regarding the directors' interests and that the meeting was convened in an illegal manner.

2. Validity of the proposed scheme of compromise or arrangement:
The proposed scheme involved paying off the company's liabilities to its depositors in installments over several years. The court noted that the scheme did not disclose how the payments would be made or the sources of funds. The court also found that the scheme did not mention the payment of interest on deposits and lacked approval from the board of directors. The court emphasized the need for full and fair disclosure of the directors' interests, which was not done in this case, violating section 393(1)(a) of the Act.

3. Financial mismanagement and irregularities by the company's directors:
The court found that the company had advanced a significant amount (Rs. 7.67 crores) to its sister concern, St. Mary's Properties Ltd., in which the directors were interested. This diversion of funds led to the company's inability to meet its commitments and obligations. The court noted that the company acted contrary to its object by advancing money to another company and that there was a lack of proper security for the loans given. The court also highlighted the company's violation of the court's order by disbursing amounts to creditors of its choice during the pendency of the application.

4. Compliance with statutory regulations for Nidhi companies:
The court observed that as a Nidhi company, the company had certain restrictions, including not lending amounts exceeding Rs. 7.5 lakhs to any borrower. The company violated these statutory restrictions by advancing Rs. 7.67 crores to St. Mary's Properties Ltd. The court emphasized the importance of adhering to statutory regulations to protect the interests of depositors.

5. Appointment of a Provisional Liquidator and the continuation of the company's business:
Given the financial mismanagement and irregularities, the court found it necessary to appoint the Official Liquidator as the Provisional Liquidator under section 450 of the Act. The Provisional Liquidator was tasked with collecting the loans advanced by the company and paying off the depositors. The court outlined a scheme for the Provisional Liquidator to carry on the business of the company, excluding the acceptance of deposits, and to form a committee to assist in the process. The court also directed the Provisional Liquidator to identify bad debts, take action to realize amounts due, and report periodically to the court.

Conclusion:
The court rejected the proposed scheme of compromise or arrangement due to lack of proper notice, misleading statements, financial mismanagement, and non-compliance with statutory regulations. The court appointed the Official Liquidator as the Provisional Liquidator to oversee the collection of loans and payment to depositors, ensuring the protection of their interests.

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