DCM LIMITED Vs. STATE

JUDGEMENT

(1.) . The company petition, CP.No.247 of 2000 has been filed on behalf of the transferor company, DCM Ltd., under Sections 391 to 394 of the Companies Act, 1956(hereinafter referred to as 'the Act'), praying for sanctioning of the Scheme of Restructuring and Arrangement between the Petitioner/Transferor Company and the Transferee Company, DCM Precision Engineering Ltd. Company Petition No.248 of 2000 has been filed on behalf of the transferee company. Upon the scheme being sanctioned by this Court, the DCM Limited seeks to restructure and revive itself and also repay its creditors across the Board by restructuring their debts. The present scheme is for restructuring of the company and for compromise with all the creditors of the company. In December, 1999, applications, CA 1742/1999 and 1743/1999 were filed by the DCM Limited(transferor company) and DCM Precision Limited respectively for convening the meetings of shareholders and creditors of the companies for approving the Scheme of Restructuring and Arrangement.

(2.) . As per the prayers made in C.A. Nos.1742 and 1743 of 2000, on 14th February, 2000, this Court directed the convening of meetings of secured creditors, unsecured creditors & shareholders of both the companies on 17th, 18st and 19th May, 2000 respectively. Notice of the said meetings were duly published in the manner prescribed under the Act and on 17th, 18th and 19th May, 2000, the meetings were held. In all the meetings of shareholders/creditors, the scheme was approved by more than the requisite majority of the three-fourth in number and value of the shareholders and the creditors of the companies and were accordingly reported to this Court by the Chairpersons of the said meetings. In the meeting of shareholders of DCM, 99.97% of present and voting supported the Scheme. In the meeting of unsecured creditors of DCM, 99.59% present and voting supported the Scheme. 91.63% of the secured creditors present and voting supported the scheme. In the meeting of shareholders and creditors of DCM Precision Engineering, 100% present and voting supported the scheme.

(3.) . On 29th July, 2000 the present petitions, CP.Nos.247-248 of 2000 were filed under Sections 391 to 394 of the Act seeking sanction and the approval of the proposed Scheme. This Court on 1st August, 2000 issued notice to the Official Liquidator(OL), attached to this Court and the Regional Director, Department of Company Affairs, Northern Region, Kanpur as well as the creditors and shareholders of the petitioner company by way of the prescribed publication in Statesman and Veer Arjun. By the Reports dated 30th October, 2000 filed in both the company petitions, the Regional Director, Department of Company Affairs has not indicated any objection to the proposed scheme. In his Reports dated 20th November, 2000, filed in both the company petitions, the Official Liquidator has not indicated any objection to the proposed scheme in the following terms:-