9911796707
TMI Blog1988 (2) TMI 415X X X X Extracts X X X X X X X X Extracts X X X X ..... rder. Briefly stated, the facts of the case are that the Registrar of Companies filed a petition for winding up of the company, Sahu Minerals and Properties Ltd. (hereinafter referred to as "the company",) under section 395(5) read with section 433( c ) of the Companies Act, 1956. The winding-up petition was admitted by this court on April 6, 1977, and notices were issued and the notices were also published. The case proceeded ex parte against the company and ultimately this court, vide its order dated August 8, 1978, passed a winding-up order. After the passing of the winding-up order, the official liquidator attached to this court took over possession of the company's properties. The official liquidator, during the winding-up process, moved an application before this court being Miscellaneous Petition No. 157 of 1984, for fixing some date to notify claims as required under rule 147 and to publish an advertisement in the newspapers under rule 148. During the course of winding-up proceedings, this court, vide order dated December 27, 1987, passed in Miscellaneous Petition No. 186 of 1984, allowed the official liquidator to dispose of the property of the company situated at 19-A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... order passed by this court on August 8, 1978, and further proceedings taken for sale and auction of the company's property. During the pendency of these petitions, the petitioners have filed a petition under section 391(2) of the Companies Act for sanctioning a scheme of compromise and arrangement between the creditors and members of the company in liquidation. On behalf of the petitioners, a draft scheme of compromise was filed, copies of which were given to the counsel for the Registrar of Companies and counsel for the official liquidator. Shri R.P. Garg, an advocate practising in this court, was appointed as chairman for conducting a meeting of the creditors and shareholders by order of this court dated December 19, 1986. In both the petitions, returns have been filed by the Registrar of Companies, respondent No. 1, and the official liquidator, respondent No. 2. The Registrar of Companies opposed the application under section 466 of the Companies Act for quashing and setting aside the order of liquidation and, also the application under section 391 of the Companies Act for sanctioning of a scheme of compromise and arrangement. The official liquidator, in his reply, has also ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o be binding on all the creditors, debenture-holders, shareholders and members of the company. In the petition, it was contended that Sahu Minerals and Properties Ltd., in liquidation, were working on coal mines and marble mines. However, the coal mines were nationalised by the Government of India under the Coking Coal Mines (Emergency Provisions) Ordinance, 1971, replaced by the Coking Coal Mines (Emergency Provisions) Act, 1971, and the Coking Coal Mines (Nationalisation) Act, 1972, as well as the Coal Mines (Nationalisation) Act, 1973. It was also contended that the company had three mining leases at village Bar, District Pali, Narvar, District Ajmer and Devimata Kalkot, District Udaipur. The said three mining leases were cancelled due to nonpayment of ground rent. The company in liquidation also submitted that the financial position of the company is as per the claims filed with the liquidator. It is also suggested in the application that it would be in the interest of creditors and the shareholders that the scheme proposed by the petitioners be sanctioned by the court. As per the scheme, the dues of the creditors shall be paid in installments as mentioned in the scheme and the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... quired by rule 11 of the Companies (Court) Rules, 1959. It is also stated that the petitioner has not disclosed all material facts relating to the company, such as the latest financial position of the company along with the latest audit report thereof. It is also objected for the reason that the scheme is discriminatory inasmuch as it contemplates payment in full to some of the secured creditors whereas in respect of the unsecured creditors only 20% of the amount due is proposed for payment in installments after a moratorium of two years from the date of sanction of the scheme by the court. The petitioner, Richa Jain, has filed a reply to the objections. In the reply, the petitioner has submitted that there is no infirmity in the petition, as the petition has been filed correctly in accordance with the relevant provisions of the Companies Act and the Companies (Court) Rules, 1959. The petitioner has also submitted that she has disclosed all material particulars relating to the company including the latest financial position as obtained from the books of account lying in the custody of the official liquidator. It is stated that the position of accounts as available on March 31, 19 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... etitioner was discussed in all its details during the meeting convened for the purpose and all those persons primarily concerned with the company have approved the said scheme with minor modifications. The scheme, thus, has the approval of creditors and members whose vital interests in the company are really at stake. The scheme has been properly considered and approved, as would be evident from the report of the chairman. The scheme is fair and reasonable and is not mala fide. No allegations of mala fides have been alleged. The scheme is fair and reasonable as it has been approved by the creditors and members in the meeting held for this purpose. The scheme is also fair as it is based upon correct information as to the affairs of the company and has the independent support of the body of creditors who have given their assent to the scheme. The scheme is fair and reasonable as there is nothing on the record to show that the object of the scheme is to cover the deeds of delinquent directors. There is nothing on record to prove or to infer that the scheme is put forth with a view to cover the misdeeds of directors of the company. In my opinion, the scheme appears to be feasible and ..... X X X X Extracts X X X X X X X X Extracts X X X X
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