IN THE HIGH COURT OF JUDICATURE FOR RAJASTHAN AT
JODHPUR.
:::
Company Petition No.2/2008
with
Company Application No.4/2007.
:::
Date of Order: 9.3.2010
HON'BLE MR. PRAKASH TATIA,J.
Mr.Dinesh Mehta, for the petitioner.
…
Heard learned counsel for the petitioner.
The present Company Petition has been filed
to obtain sanction of this Court to the Scheme of
Compromise and Arrangement between the company
and its secured creditors comprising of Banks &
Financial Institutions, having pari-passu joint
equitable mortgage of the properties of the
company. According to the said Scheme of
Arrangement, the Petitioner Company will make a
payment of Rs.214.75 lacs out of the total
outstanding amount of Rs.1290 lacs resulting into
waiver of Rs.1080 lacs.
Earlier vide Order dated 22/1/2008 passed in
Company Application No.4/2007 preferred by the
Petitioner, this Court directed to hold and
convene meeting of secured creditors of the
Petitioner Company for the purposes of
considering, and if thought fit, approving with
or without modification, the said Scheme of
2
Arrangement and Compromise. This Court had
appointed Shri Arun Bhansali as Chairman of the
meeting. Notice of the meeting was also
advertised in Rajasthan Patrika Daily (all
editions) on 21/2/2008.
In pursuant to the Order of this Court, a
meeting of secured creditors was convened on
15/3/2008 at Hotel Days International,
Sardarpura, Udaipur at 10.00 am. The Scheme of
Arrangement as modified by the Petitioner Company
was unanimously approved and carried by requisite
majority by the secured creditors of the
Petitioner Company.
I have perused the Report dated 25/3/2008
filed by Shri Arun Bhansali, the Chairman
appointed for this purpose.
By the Order dated 6/5/2008 passed in the
present Company Petition, notices were directed
to be issued to the Central Government through
Regional Director, Department of Company Affairs.
Notices were also ordered to be published in two
newspapers.
The Petitioner Company has filed copies of
the notices published in daily newspapers; as
directed by this Court. The Petitioner Company
has also filed postal receipts sending the
notices to Regional Director, Department of
Company Affairs, Noida. Thereafter vide Order
dated 13/10/2009, this Court has ordered that the
3
notices be sent to the secured creditors
separately as much time had passed since the
secured creditors had resolved to approve the
scheme.
Learned counsel for the petitioner had filed
the Postal Receipts sending the notices vide
registered post and acknowledgment thereof. In
pursuant to the notices issued to the Regional
Director, Shri R. Vasudevan, Regional Director,
Northern Region, Ministry of Corporate Affairs,
A-14, Sector 1, Noida has filed his
affidavit/report. I have perused the report filed
by the Regional Director, wherein it has been
stated that Central Government has no objection
with respect to the Scheme of Arrangement, if
sanctioned by this Court.
Nobody has filed any objection or opposed the
sanction of the said scheme.
In this view of the matter, this Hon’ble
Court holds that there are no grounds or
circumstances to refuse to grant approval. On
going through the Scheme, I am satisfied that the
requirements of provisions of Section 391 of the
Companies Act are satisfied. The Scheme appears
to be genuine and bonafide and in the interest of
creditors of the Petitioner Company.
Accordingly, this company petition is allowed
and the Scheme of Arrangement and Terms &
Conditions as modified, placed as Annexure-6 of
4
the Company Petition is sanctioned. The relief
given in Para No. 19 (a) & (b) of the Company
Petition No. 2/2008 are hereby granted. The
modified scheme (Annexure-6) of the Petition
shall form part of this order. The Petitioner
Company will make upfront payment/adhoc initial
payment of Rs.20.00 lacs as shown in Column No.6
of the Scheme and mentioned in Para No.2 of the
Scheme on or before 31st March, 2010. The
subsequent payments will be made in accordance
with the payment schedule given in the Scheme.
(PRAKASH TATIA), J.
S.Phophaliya