TaxTMI 
TaxTMI 
2018 (8) TMI 1614
X X X X Extracts X X X X
X X X X Extracts X X X X
.... sanction of the Scheme of Revival. 2. The winding up order was passed against the respondent Company on 18.05.1987. The Official Liquidator was appointed as Provisional Liquidator on 23.08.1984. Subsequently, it appears that there was an agreement/arrangement/understanding that was reached between Mr. Manish Arora, the Managing Director of UCC Care Pvt. Ltd. and the Ex. Management of the respondent Company, namely, Mr. R.N. Gupta and Ms. Veena Gupta to revive the respondent Company in 2005-06. UCC Builders Pvt. Ltd. (now known as UCC Care Pvt. Ltd.) bought the shares from the old shareholders. 3. UCC Care Pvt. Ltd. and M/s. Maharani Paints Pvt. Ltd. entered into an MOU/Share Purchase Agreement/Deed of Arrangement with Mr.R.N.Gupta an....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ed creditors and shareholders of the respondent Company be convened. The reports regarding the meetings have been received. The Chairperson of the meeting of the unsecured creditors in his report dated 16.02.2012 has noted that total 24 unsecured creditors were present of whom 21 voted in favour of the Scheme. Three of the votes were held invalid. A value of Rs. 13,83,257/- have been voted in favour of the scheme. Similarly, a meeting was also held of the shareholders. The Chairperson of the said meeting has filed her report dated 18.02.2012 wherein she has noted that it was unanimously resolved to accept the revival scheme. 7. The OL has also filed his report dated 10.07.2012. In the said report, the OL has noted the meeting held by the....
X X X X Extracts X X X X
X X X X Extracts X X X X
....10. As far as the contention that the scheme has become stale with the passage of time is concerned, in my opinion, the argument appears to be misconceived. The matter has been pending in court. Under the scheme, the entire secured creditors' dues already stand paid. The Scheme of the respondent Company envisages that on revival it will pay all the dues of the unsecured creditors. Hence, I do not see, how the projection, in case it has become out dated would in any manner effect the revival scheme. 11. Regarding the second contention of the objectors, learned senior counsel for the petitioner has relied upon the orders of this court dated 05.07.2011 passed in CA 1303/2010 wherein with the consent of the parties, the Registrar General of ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....s Ltd., 1997 1 SCC 579 wherein the Supreme Court held as follows:- "In view of the aforesaid settled legal position, therefore, the scope and ambit of the jurisdiction of the Company Court has clearly got earmarked. The following broad contours of such jurisdiction have emerged: 1. The sanctioning court has to see to it that all the requisite statutory procedure for supporting such a scheme has been complied with and that the requisite meetings as contemplated by Section 391(1)(a) have been held. 2. That the scheme put up for sanction of the Court is backed up by the requisite majority vote as required by Section 391 sub-section (2). 3. That the meetings concerned of the creditors or members or any class of them had the relevant....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e point of view of prudent men of business taking a commercial decision beneficial to the class represented by them for whom the scheme is meant. 9. Once the aforesaid broad parameters about the requirements of a scheme for getting sanction of the Court are found to have been met, the Court will have no further jurisdiction to sit in appeal over the commercial wisdom of the majority of the class of persons who with their open eyes have given their approval to the scheme even if in the view of the Court there would be a better scheme for the company and its members or creditors for whom the scheme is framed. The Court cannot refuse to sanction such a scheme on that ground as it would otherwise amount to the Court exercising appellate juri....