LANDESBANK BADENWURTTEMBERG Vs. NOVA PETORCHEMICALS LTD.

JUDGEMENT

(1.) THE applicant -company, namely, Landesbank Baden -wurttemberg has taken out this judge's summons praying for the direction to the respondent -company to furnish the particulars of interest as related party in the list of creditors for unsecured loans shown in Schedule V to the scheme, with the respondent -company, the resulting company, its promoters and directors. The applicant has also prayed for the direction that on receipt of the above particulars, the respondent should reclassify the list of creditors for unsecured loans into two groups, namely, creditors for unsecured loans of related parties and creditors for unsecured loans by non -related parties. The applicant has prayed for the interim relief to the effect that proposed meeting of the creditors for unsecured loans to be held on January 11, 2008, should be postponed and be held only after further direction of this Court on receipt of the abovementioned information.

(2.) AN affidavit is filed by one Mr. Pankaj Inder Mohan Sachdeva, constituted attorney of the applicant -company. Mr. A.C. Gandhi with Mr. Anip A. Gandhi, learned advocates appearing for the applicant has submitted that the respondent -company has filed Company Application No. 529 of 2007 for proposing a composite scheme of arrangement in the nature of demerger, reorganisation of capital and transfer of demerged undertaking from the respondent to Nova Polyyarn Ltd., and respective shareholders and creditors of demerged company. By an order dated November 26, 2007, passed in Company Application No. 529 of 2007, this Court has directed the respondent -company to convene inter alia the meetings of creditors for unsecured loans on January 11, 2008. Notice convening the said meeting was published in English and Gujarati newspapers as well as individual notice was served by the applicant -bank along with statement under Section 393 of the Act and the proposed scheme of arrangement. He has further submitted that the applicant -company is a creditor of the respondent -company for the amount of euro 8,69,984.82 equivalent to Indian Rs. 5,04,59,119.56 as on December 1, 2007. As the respondent -company failed and neglected to pay the outstanding amount to the applicant -bank, the applicant -bank has filed Company Petition No. 224 of 2007 for winding up of the respondent -company. In the said petition, notice has been issued by this Court on December 19, 2007.

(3.) MR . Gandhi further submitted that the respondent in the statement under Section 393 of the Act annexed to the scheme has not disclosed such particulars and has thereby suppressed material facts from this Court as well as from the creditors. Therefore, the said statement under Section 393 of the Act is violative of the provisions of Section 393. He has further submitted that out of the eight directors of the respondent -company, four directors are common directors in the resulting company and, therefore, the said directors/promoters are interested in getting the scheme passed through their related parties as the creditors for the unsecured loans, which should not be permitted by this court. He has, therefore, submitted that the proposed meeting of the creditors for unsecured loan is required to be postponed and in the meantime, the respondent -company should be directed by this Court to place on record the interest of the respondent -company, the resulting company and their promoters and directors in the said list of creditors for unsecured loans. On receipt of this information, such interested creditors should be separated from the said group and the meeting of only that class of creditors for unsecured loans should be convened, who are not related with the said companies or their promoters or directors.