BEDROCK LIMITED Vs. N R

JUDGEMENT

(1.) THE petitioner under sections 391 and 394 of the Companies act, 1956 has been filed for the sanction of a scheme of compromise/arrangement, hereinafter referred to as "the 1996 agreement. " This compromise agreement has been arrived at between the petitioner and its preferential and unsecured creditors whereby the petitioner shall sell on "as is where is" and on "as is what is" basis, its immoveable property comprising of land and building situate at B-2 Laxmi Industrial Estate, Goregaon, Bombay-400 090 (hereinafter referred to as "the Goregaon Property") in such a manner to ensure that the entire sale proceeds are received within one year from the date of agreement of sale and pay firstly to the preferential creditors and secondly to the unsecured creditors of the petitioner, in final satisfaction of all claims, the principal amounts due to them as on 31st March, 1996 as per the audited accounts of the petitioner company.

(2.) THE petitioner is a company incorporated under the Companies Act and has registered office at B-2 Laxmi Industrial Estate, Goregaon (West), Bombay 400 090 (hereinafter referred to as "bedrock" ). Bedrock was incorporated on or about 5th April 1979 as a Private Limited Company registered under No. 21169 of 79 with the Registrar of Companies, Maharashtra. The authorised capital of Bedrock is Rs. 25 lakhs divided into 25,000 equity shares of the face value of Rs. 100/- each. The issued, subscribed and paid-up capital of Bedrock is Rs. 15 lakhs divided into 15,000 equity shares of Rs. 100/- each. The objects for which Bedrock was formed are set forth in the Memorandum of Articles of Association of the Company. The main objects for which the Company was incorporated are as follows :

(3.) SEVERAL other proceedings had also been taken against Bedrock by the creditors of the Company. Mr. Arunkumar Poddar, prior to his election as Director of Bedrock had filed Company Application No. 303 of 1992 proposing a scheme of compromise/arrangement between Bedrock and its creditors in July, 1992. Company Application No. 145 of 1993 was filed by Mr. Arunkumar Poddar in the aforesaid Company Application No. 303 of 1992 seeking stay under section 391 (6) of the Companies Act of continuation of suits, winding up petitions and other proceedings. These proceedings are said to be pending.