GOUNTERMANN PEIPERS (INDIA) LTD Vs. UNION OF INDIA

JUDGEMENT

(1.) THIS appeal under Section 391(7) of the Companies Act, 1956, is directed against the judgment dated June 10, 2004, passed by a learned single judge of this court in Company Petition No. 13 of 2003 whereby, invoking Section 22(1) of the Sick Industrial Companies (Special Provisions) Act, 1985 ("1985 Act", for short), the learned single judge ordered that the proceedings in Company Petition No. 13 of 2003 (filed under Sections 391 to 394 read with Section 81(1A) and Sections 100 to 103 of the Companies Act, 1956) would remain in abeyance till the Board for Industrial and Financial Reconstruction ("BIFR" for short) decides the reference pending before it which had been made by the first appellant company under Section 15 of the 1985 Act.

(2.) THE appellants had filed the aforesaid petition under Sections 391 to 394, read with Section 81(1A) and Sections 100 to 103 of the Companies Act, 1956, being Company Petition No. 13 of 2003 in this court on November 17, 2003, for obtaining sanction and approval of a scheme of arrangement between both the appellant companies and the shareholders and creditors of these companies. Various prayers were made in the aforesaid company petition of the appellants with which we are not concerned in this appeal. The object of the aforesaid company petition, however, was to obtain sanction of this court to the aforesaid arrangement between the two appellant companies and their shareholders and creditors whereby and whereunder the textile division of appellant No. 1 company together with all its assets, liabilities and all rights and claims relating thereto was proposed to be transferred to and be vested in appellant No. 2 company on the terms and conditions which had been enumerated in the said scheme of arrangement. The salient features of the proposed scheme of arrangement between both the appellant companies and their shareholders and creditors have been spelt out in detail in the aforesaid Company Petition No. 13 of 2003, particularly in para. 2 of the said petition and in other related paras.

(3.) TAKING into consideration the aforesaid averments in Company Petition No. 12 of 2003, the learned single judge of this court directed the company to hold the meeting of the secured and unsecured creditors and shareholders on November 16, 2003, at the registered office of the first appellant at Bharatgarh Road, Nalagarh, District Solan, for consideration of the aforesaid scheme of arrangement as had been proposed by the company.