1967 (5) TMI 77 - HC - Companies Law

Summary

Issues Involved:
1. Jurisdiction and applicability of Indian High Court to sanction a scheme for a foreign company or government company.
2. Rights of workers to be heard in proceedings under Section 391 of the Companies Act.
3. Merits and demerits of the proposed scheme under Section 391 of the Companies Act.

Detailed Analysis:

1. Jurisdiction and Applicability of Indian High Court:
The court had to determine whether a foreign company or a government company could apply to an Indian High Court for sanctioning a scheme of compromise or arrangement under Section 391 of the Companies Act. The applicant, Rivers Steam Navigation Company Limited, was incorporated in the United Kingdom and had a significant shareholding by the Government of India. The court concluded that a company could be both a government company and a foreign company. It emphasized that the statutory definition of a government company under Section 617 of the Companies Act should be applied, and the corporate veil could be pierced by the statute to recognize the government ownership. The court held that the High Court has jurisdiction under Section 10 of the Companies Act over a government company registered outside India but with its principal place of business within the jurisdiction of the court. Furthermore, it was determined that a foreign company could be wound up or worked under a scheme in an appropriate case, as supported by the provisions of Part X of the Companies Act and relevant case law.

2. Rights of Workers to be Heard:
The court examined whether workers had the right to be heard in proceedings under Section 391 of the Companies Act. It was argued that workers, whose wages were satisfied and who were not creditors, did not have locus standi in such proceedings. The court acknowledged that while workers qua workers were not creditors or members of the company, they could be considered creditors if their dues were unpaid. The court emphasized that it had the discretion to consider the impact of the scheme on workers and ensure that their legitimate rights were not prejudicially affected. Assurances were given by the Government of India and the new company to protect the interests of the workers, including the payment of dues and compensation under the law.

3. Merits and Demerits of the Proposed Scheme:
The court analyzed the proposed scheme, which involved the transfer of assets and liabilities from the existing company to a new government company, Central Inland Water Transport Corporation Limited. The scheme included provisions for the payment of dues to secured and unsecured creditors, the employment of existing workers by the new company, and the dissolution of the existing company without winding up. The court found the scheme to be fair, workable, and sensible, reasonably protecting the interests of all stakeholders, including creditors, workers, and the national interest. The court approved the scheme with certain modifications and directions to ensure the protection of workers' rights and the proper implementation of the scheme.

Conclusion:
The court sanctioned the scheme proposed by Rivers Steam Navigation Company Limited, with modifications and directions to ensure fairness and the protection of all stakeholders' interests. The court held that it had jurisdiction over the matter and emphasized the importance of considering the impact on workers in such proceedings.