2001 (3) TMI 898 - HC - Companies Law

Summary

Issues:
- Interpretation of section 392 of the Companies Act, 1956 regarding the power of the High Court to enforce compromises and arrangements.
- Determination of whether the direction sought under section 392 was sustainable in the given circumstances.

Analysis:

1. The appeal before the High Court of Calcutta involved a dispute regarding the payment of dues by the appellants, who had supplied tobacco to various entities following a merger sanctioned by the court. The appellants sought a direction under section 392 of the Companies Act, 1956, to recover their alleged dues from one of the merged entities. The court was tasked with deciding the sustainability of this direction sought by the appellants.

2. The court emphasized the necessity for the appellants to prove their alleged claim for payment, as it was not an admitted position. Section 392 of the Companies Act provides the High Court with the power to enforce compromises and arrangements, allowing it to supervise and modify such arrangements for their proper working. The court highlighted the importance of ensuring the effective working of compromises and arrangements sanctioned under section 391.

3. Referring to a previous judgment by the Supreme Court in the case of S.K. Gupta v. K.P. Jain, the High Court reiterated that the purpose of section 392 was to facilitate the smooth functioning of compromises and arrangements. The court noted that the power conferred on the High Court under this section was of the widest amplitude, aimed at removing obstacles or difficulties that may arise in the implementation of sanctioned schemes.

4. The court observed that the provisions of section 392 could only be invoked to ensure the effective working of compromises and arrangements. In the case at hand, the appellants had not alleged any issues with the sanctioned scheme's functioning but merely sought to recover a debt using section 392 as a tool. The court deemed this attempt as futile and frivolous, leading to the dismissal of the appeal.

5. Ultimately, the High Court concurred with the findings of the judge in the initial order and dismissed the appeal. It was decided that there would be no order as to costs in this matter. The judgment underscored the limited scope within which section 392 could be utilized and emphasized the need for its application in line with the objectives of ensuring the proper working of compromises and arrangements under the Companies Act, 1956.