The central legal point established in the judgment is the importance of complying with statutory procedures, requisite majority votes, and ensuring that the scheme is just, fair, and reasonable under Sections 391 to 394 of the Companies Act, 1956.

JAYANT NATH, J.

CA No. 442/2012

1. This application is filed under Sections 391 to 394 of the Companies Act, 1956 seeking sanction of the Scheme of Revival.

2. The winding up order was passed against the respondent Company on 18.05.1987. The Official Liquidator was appointed as Provisional Liquidator on 23.08.1984. Subsequently, it appears that there was an agreement/arrangement/understanding that was reached between Mr.Manish Arora, the Managing Director of UCC Care Pvt. Ltd. and the Ex. Management of the respondent Company, namely, Mr.R.N. Gupta and Ms.Veena Gupta to revive the respondent Company in 2005-06. UCC Builders Pvt. Ltd. (now known as UCC Care Pvt. Ltd.) bought the shares from the old shareholders.

3. UCC Care Pvt. Ltd. and M/s. Maharani Paints Pvt. Ltd. entered into an MOU/Share Purchase Agreement/Deed of Arrangement with Mr.R.N.Gupta and Mrs. Veena Gupta, family members, friends and relatives and purchased their shareholding after paying the agreed consideration. Several company applications were filed in this court seeking validation of transfer of equity shares. This court vide judgment dated 24.11.2011 validated the shares transferred by the applicants/petitioners/propounders under Section 536(2) of the Companies Act. Against the said order passed by the learned Single Judge, some of the shareholders filed an appeal before the Division Bench which was dismissed on 01.05.2012 and an SLP was also filed which was dismissed on 30.10.2012.

4. In the meantime, in 2006, two secured creditors, namely, Haryana Financial Corporation and United Commercial Bank (UCO Bank) with the consent of the former directors and with the permission of this court were paid their entire dues. An appropriate settlement between UCC Care Pvt. Ltd. and Haryana Financial Corporation was recorded on 04.04.2007. Similarly, a settlement was recorded with UCO Bank on 13.07.2007.

5. The main object of the revival scheme is to commence manufacture wooden furniture and allied handicraft articles in the first phase of the business in which the propounders/contributories are said to have experience. It is also proposed to take up manufacturing of machine made woven carpets in the second phase. Details of the cost of the project, etc. are given.

6. By order dated 19.09.2011, this court was pleased to direct that a meeting of the unsecured creditors and shareholders of the respondent Company be convened. The reports regarding the meetings have been received. The Chairperson of the meeting of the unsecured creditors in his report dated 16.02.2012 has noted that total 24 unsecured creditors were present of whom 21 voted in favour of the Scheme. Three of the votes were held invalid. A value of Rs.13,83,257/- have been voted in favour of the scheme. Similarly, a meeting was also held of the shareholders. The Chairperson of the said meeting has filed her report dated 18.02.2012 wherein she has noted that it was unanimously resolved to accept the revival scheme.

7. The OL has also filed his report dated 10.07.2012. In the said report, the OL has noted the meeting held by the respective Chairpersons for the shareholders and the unsecured creditors. The report states that the revival scheme of the respondent Company is not prejudicial to the interest of the members or the public interest.

8. I have heard Mr.Akhilesh Gupta appearing in person and learned counsel appearing for Mr.R.N.Gupta. Mr. Akhilesh Gupta and Mr.R.N.Gupta state that they have total 3% shares in the shareholdings of the respondent Company. They are opposing the present application. Mr.Akhilesh Gupta has broadly submitted that the scheme itself is totally stale inasmuch as the projection stated in the scheme are only till 2018 and a fresh scheme has to be submitted by the respondent Company. He has further pleaded that a sister concern of the respondent Company, namely, Bharat Kala Kendra Pvt. Ltd. is also subject to winding up process. It is pleaded that the objectors have large number of sh