2005 (11) TMI 258 - HC - Companies Law

Issues Involved:
1. Whether UTI can be reckoned as a separate class.
2. Whether the proposed scheme is in any way unjust, unreasonable, and unfair.
3. Whether the petitioner company approached the Company Court halfway but not at the beginning.
4. Whether the company petition is barred by limitation.

Issue-wise Detailed Analysis:

1. Whether UTI can be reckoned as a separate class:
The court examined whether UTI, being a debenture holder, should be considered a separate class of secured creditors. It was noted that Section 117C of the Companies Act mandates the creation of a debenture redemption reserve for debenture holders, but this does not automatically place UTI in a separate class. The court referred to the Apex Court's decision in *Miheer H. Mafatlal v. Mafatlal Industries Ltd.*, which clarified that unless a separate and different type of scheme is offered to a sub-class of creditors, no separate meeting is required. The court concluded that UTI, despite being a debenture holder, does not constitute a separate class from other secured creditors, as the scheme did not treat UTI differently from other secured creditors.

2. Whether the proposed scheme is in any way unjust, unreasonable, and unfair:
The court referenced the Apex Court's judgment in *Miheer H. Mafatlal* to emphasize that the Company Court must ensure the scheme is fair, just, and reasonable, and not merely act as a rubber stamp. The scheme in question was a Corporate Debt Restructuring (CDR) package approved by the majority of secured creditors, representing 83% of the value. The court noted that the scheme aimed to revive the petitioner company, which had faced a market recession. The scheme included restructuring debt payment schedules and providing additional security to creditors. The court found no evidence of discrimination against UTI or LIC of India and concluded that the scheme was fair and reasonable.

3. Whether the petitioner company approached the Company Court halfway but not at the beginning:
The court addressed the contention that the petitioner company had started implementing the scheme before approaching the Company Court, which could be against Section 391 of the Companies Act. The court found no prohibition in the Act against giving effect to the scheme before court sanction, provided the requisite procedures were followed, including holding a meeting of creditors and obtaining majority approval. The court concluded that starting to implement the scheme did not bar the court from sanctioning it, as long as the statutory conditions were met.

4. Whether the company petition is barred by limitation:
The court examined Rule 79 of the Companies (Court) Rules, 1959, which requires filing a petition for sanction within seven days of the Chairperson's report. The Chairperson submitted the report on 23-8-2004, and the petition was filed on 31-8-2004, within the permissible period. The court found the petition timely and noted that the point of limitation was not pressed later due to the clear case presented by the petitioner company.

Conclusion:
The court concluded that UTI could not be considered a separate class of secured creditors, the scheme was fair and reasonable, the petitioner company did not violate any provisions by starting to implement the scheme before court sanction, and the petition was filed within the limitation period. Consequently, the court approved the scheme of arrangement and directed that a certified copy of the order be filed with the Registrar of Companies within 14 days.

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