The main legal point established in the judgment is that revaluation of assets by a company is a unilateral accounting process permissible under Section 211 of the Companies Act, 1956, and does not require approval from the Company Court.

Hemant Gupta, J.

1. The petitioner-Company was initially incorporated as a Private Company limited by shares under the name of Eastern Electronics (Delhi) Private Limited on 28.12.1966. Subsequently, the name of the Company was changed to Unitron Limited and then to VXL Engineers Limited and thereafter to its present name i.e. VXL Technologies Limited when a fresh certificate of incorporation in the present name of the Company was issued on 16.7.2001.

2. The main object of the petitioner-Company is to manufacture, buy, sell, import, export, assemble, distribute, repair, exchange, alter or hire, buy or sell or to conduct, develop, enter into arrangements for setting up of all kinds of telecommunication equipments, like Rural Automatic Exchange, Private Automatic Branch Exchange, Transmission equipment modems, integrated digital network systems etc. as mentioned in Clause (3) of the Memorandum of Association. The petitioner is said to have authorized share capital of Rs.35,00,00,000/- divided into 3,50,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid up share capital of the petitioner-Company is Rs.20,00,00,000/- divided into 2,00,00,000 equity shares of Rs.10/- each, fully paid up as per Balance Sheet as on 31st March 2009.

3. It is pointed out by the petitioner-Company that the assets of the petitioner carried in the books on historical basis do not adequately reflect true and fair view of the state of affairs of the petitioner-Company. The land and buildings of the petitioner-Company are over 40 years old and do not reflect their true net worth in the books of the petitioner-Company. Part of the long term investments made by the petitioner-Company have since also permanently diminished in value and are now unrealizable. The petitioner-Company has substantia] carried forward losses in the form of debit balance in the profit and loss account as shown in the assets side of the balance sheet of the petitioner-Company, which has no value. Therefore, the scheme is designed for reconstruction of the petitioner-Company on the basis of estimated realizable values of its assets as on the appointed date.

4. It is also pointed out that the petitioner-Company has seven equity shareholders holding 2,00,00,000 equity shares of Rs.l0/-eachin the share capital of the petitioner-Company. In view of the said averments, the petitioner has sought direction to dispense with the convening and holding of the meeting of the equity share holders for the purposes of consideration and approval of the scheme.

5. The petitioner-Company has sought notice of the present petition to the Regional Director, Ministry of Corporate Affairs, Noida and for publication of notices in the newspapers in exercise of the powers under the Company (Court) Rules, 1959. The relevant averment in the petition seeking approval of this court is as under:-

"6. The assets of the petitioner Company which has been carried in the books on historical basis do not adequately reflect true and fair view of the state of affairs of the petitioner Company. The land and buildings of the petitioner Company are over 40 years old and do not reflect their true net worth in the books of the petitioner Company. Part of the long term investments made by the petitioner Company have since also permanently diminished in value and are now unrealizable. The petitioner Company has substantial carried forward losses in the form of debit balance in the profit and loss account as shown in the assets side of the balance sheet of the petitioner Company, which has no value. Accordingly, this Scheme is designed for reconstruction of the petitioner Company by restating the assets of the Company on the basis of their estimated realizable values as on the Appointed Date."

6. On 1.7.2010, learned counsel for the petitioner-Company has sought some time to support his argument that revaluation of the assets of the Company falls within the scope of expression "arrangement" within the meani