PRAVIN KANTILAL VAKIL Vs. ROHINI RAMESH SAVE

JUDGEMENT

(1.) After having heard the learned counsel for the parties, the parties have tendered minutes of the order signed by the learned counsel in terms of which they have no objection to the order being passed. However, before doing so, we propose to give short-reasoned order in this case.

(2.) A few facts that are of some relevance are as under : On November 21, 1980, a judge's summons for direction under s. 391 of the Companies Act was taken out by respondent No. 2 herein, M/s. Centron Industrial Alliance Ltd. (hereinafter referred to as "Centron"), for sanction of the scheme of amalgamation of the company with Broke Bond India Ltd. On the said summons, the court directed that the scheme be advertised and a meeting of the shareholders and the creditor, both secured and unsecured, of the company be held. On January 26, 1981, the scheme was advertised in the Times of India. At the meeting held January 27, 1981, to consider the scheme as directed by the court, the scheme was approved by 97.30% of the shareholders, 100% of the secured creditors and 98.50% of the unsecured creditors. Thereupon the company filed before the company judge on March 6, 1981, a petition being Company Petition No. 84 of 1981 for sanctioning the said scheme.

(3.) During the time the said scheme was being considered at the meeting, an alternative scheme was proposed under which one Harbans Lal Malhotra & Sons Ltd., who were competitors in trade of the company, were to take over on lease the factory premises of the company. However, the said alternative scheme was rejected by the directors and the two secured creditors of the petitioner company as not being advantageous to the company.