( 1 ) THIS is a petition preferred under Sections 391 and 394 of the Companies act (in short the act ) seeking sanction of the proposed Scheme of arrangement/restructuring (hereinafter referred to as the scheme ). The applicant is a shareholder/contributory of M/s. National Steel and General Mills Pvt. Ltd. (hereinafter referred to as the company ). This company is in liquidation. A winding-up petition being CP No. 98/1984 was filed against the company and in the said petition this Court vide order dated 18th August, 1988 passed final winding-up order and appointed the Official Liquidator attached to this Court as the Liquidator. Liquidation proceedings are in progress. It may also be noted that between August, 1984 and 2001 various attempts were made for revival of the company by filing schemes of Arrangement. However, none of those schemes were found feasible because of paucity of funds and in the absence of workable scheme of arrangement/restructuring.

( 2 ) PRESENT petitioner, Sh. Ajay Sharda, who claims that he is the substantial shareholder, filed CA 887/2001 proposing Scheme of Arrangement and Restructuring. Prayer was made in the said application for convening the meetings of shareholders and creditors. In that application order was passed on 31st May, 2001 directing that meeting of shareholders and creditors (secured as well as unsecured) be convened at the registered office of the company. The meeting of the secured creditors was held under the chairmanship of Mr. Rajiv Bahl on 4th August, 2001 at 10am at 878, East park Road, Karol Bagh, Delhi. There were only 2 secured creditors of the company viz. UPFC and Allahabad Bank. However, on the said date the meeting could not be convened as certain disputes regarding the amount of the credit payable arose and the meeting was adjourned to 1st September, 2001. The meeting of the unsecured creditors as ordered by this court was duly convened on 4th August, 2001 at 10. 30am, East Park Road, Karol Bagh, Delhi. The unsecured creditors unanimously approved the Scheme in the aforesaid meeting. The Chairman has filed his report to this effect in this court. The shareholders meeting was also duly convened on 4th august, 2001. The shareholders also unanimously approved the Scheme in the aforesaid meeting. On 6th August, 2001 the Chairman filed his report in this behalf as well

( 3 ) ADJOURNED meeting of the secured creditors was held on 1st September, 2001. However, as the matter could not be resolved, the meeting was further adjourned to 3rd November, 2001. Adjourned meeting of the secured creditors was convened on 3rd September, 2001. However, the said meeting could not take place as the matter was taken up for determination of debt to Allahabad Bank by this Court. As the shareholders and unsecured creditors approved the scheme, but further progress could not be made because of the aforesaid issue of Allahabad Bank, pending adjudication, to prevent further sale of the properties of the company CA no. 688/2002 was filed by the applicant. Vide order dated 15th July, 2002 this Court, while issuing notice on the said application, stayed the sale of immovable property of the company in liquidation on the condition that a further sum of Rs. 50 lakhs would be deposited with the Registrar of this Court. The said amount of Rs. 50 lakhs was duly deposited by the applicant. Ex-workmen of the company also filed CA no. 466/2002 claiming their dues and it is stated in the Scheme that the workers would be paid out of the aforesaid amount of Rs. 50 lakhs lying deposited with this Court.

( 4 ) OCCASION to determine the debt payable to the Allahabad Bank by this court did not arise as the petitioner was able to settle the dues of both the secured creditors. Thereupon CA No. 1010/2003 was filed by the applicant for dispensation of the meeting of the secured creditors which was directed to the convened by the court as a settlement was arrived at with the secured creditors. Vide o