1975 (9) TMI 117 - HC - Companies Law

Summary

Issues Involved:
1. Validity of the voting process and proxies.
2. Defects in the creditor list and notice procedure.
3. Rejection of the scheme by secured creditors.
4. Compliance with Section 391(2) of the Companies Act, 1956.
5. Feasibility and reasonableness of the scheme.

Detailed Analysis:

1. Validity of the Voting Process and Proxies:
The petition under Section 391(2) of the Companies Act, 1956, claimed that 84% in value of the unsecured creditors present had voted in favor of the scheme. However, the chairman's report indicated that only about 69% in value had supported it. The petitioner argued that some proxies were defective and sought a redetermination of the voting results. The court found many difficulties in adopting such a procedure and deemed it unnecessary due to manifest objections to the scheme.

2. Defects in the Creditor List and Notice Procedure:
The application under Section 391(1) showed significant defects, primarily due to the propounder's errors. Different lists of creditors were filed at various times, leading to inconsistencies. The amended list was still incorrect, failing to include interest and certain liabilities. The court had ordered notices to be given to all unsecured creditors, but many were not served correctly. This led to substantial difficulties during the meeting, with some creditors not listed appearing to vote. The court had to issue further directions to address these issues, but the fundamental problem persisted, vitiating the meeting from the beginning.

3. Rejection of the Scheme by Secured Creditors:
The secured creditors overwhelmingly rejected the scheme, while the unsecured creditors' support was contested. The scheme was a composite one, covering both secured and unsecured creditors. Since the secured creditors rejected it, the scheme could not bind them. The court emphasized that a composite scheme must be approved by all classes of creditors to be binding. The rejection by secured creditors meant the scheme could not be sanctioned, even if unsecured creditors supported it.

4. Compliance with Section 391(2) of the Companies Act, 1956:
The court highlighted the proviso to Section 391(2), which requires full disclosure of material facts, including the latest financial position of the company. Despite several court directions, the company failed to provide an audited balance sheet beyond June 1970. This lack of disclosure meant the court could not sanction the scheme. The court stressed the importance of complete details to determine whether the scheme had been passed by the requisite majority and to assess its feasibility and reasonableness.

5. Feasibility and Reasonableness of the Scheme:
The court found it unnecessary to delve into the scheme's feasibility or reasonableness due to its rejection by the secured creditors and the lack of compliance with Section 391(2). The scheme's foundation was also undermined by the termination of a crucial hire purchase agreement with the National Small Scale Industries, which provided a key machine for the company's operations. This assumption's failure meant the scheme's basis was invalid.

Conclusion:
The scheme was rejected due to multiple reasons:
(a) It was not passed by a 3/4ths majority of the creditors present, with many creditors not notified.
(b) It was rejected by the secured creditors, leading to its overall rejection.
(c) The company failed to comply with the proviso to Section 391(2), not disclosing necessary material facts.
The petition was accordingly rejected, and all stay orders were discharged.