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2013 (8) TMI 505 - DELHI HIGH COURTRecall of Order - Creditor’s Winding-up Petition u/s 433(e)/434(1)(a)/439 of the Companies Act, 1956 – Held that:- No case had been made out for recall of the order passed - The present application was frivolous and ill-advised - It was not obligatory for the court to hear the workmen at the first motion stage, for which there was no provision in the Act or the Rules and that the concerns of the workmen may be addressed at the meeting of the secured creditors or at the second motion stage Nature of Transfer - Whether there was a real transfer of shares in favour of P.C. Sen or the transaction was sham – Held that:- The transaction of transfer of shares to P.C. Sen was not a sham and was not made with a view to benefit him at the cost of the workmen and the creditors of SBL or was a fraudulent transaction with ulterior motives - The words “utilize this property” were not capable of conveying any sinister motive - In any case, since P.C. Sen was the sponsor of the scheme, there was nothing wrong if he wanted to “utilise this property”, by which was meant a profitable use of the assets of the company, unless one was inclined to hold the view that utilisation of property by a businessman for profits was proscribed - No objection was taken at any time to the transfer of shares in favour of P.C. Sen, on the ground of non-existence or non-execution of the transfer deed - It was not disputed that this much shares constituted the majority. Bar of Proceedings u/s 22 - Whether the pendency of BIFR proceedings a bar on the present proceedings before the Court – Held that:- Since no proceedings had been shown to be pending under SICA before the BIFR, the argument based on section 22 of SICA need not be examined - No other papers were filed to show that the factual position was different from what was shown in the status report; it was the duty of the applicant, having raised a vehement objection on this ground, to back it up and demonstrate how section 22 of SICA would apply to the present proceedings. Concealment of Facts - Whether the propounder of the revival scheme guilty of concealment of material facts - P.C. Sen had made a public offer to purchase shares in accordance with the SEBI rules and had also received 58 written offers through which he acquired 25,237 shares of SBL which were duly registered in his name - As regards the non-filing of the directors’ report with the balance sheet, at worst it may amount to an irregularity inviting some action by the ROC. It has no impact beyond that on the present proceedings – Application Dismissed.
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