Home Case Index All Cases Companies Law Companies Law + HC Companies Law - 2013 (5) TMI HC This
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2013 (5) TMI 347 - HC - Companies LawWinding up – Prayers made in the present application read as under: (a) Pass necessary orders and directions to ensure that the Scheme is workable u/s 392(1) and 394; Alternatively (b) Declare the Scheme dated 29.03.2011 as sanctioned by Hon'ble Court in CP/20/2011 as unworkable and cancelled and consequently order the winding up of the Applicant Company. Held that:- It is clear from the law explained by the Supreme Court IN Reliance Natural Resources Ltd. v. Reliance Industries Ltd. [2007 (10) TMI 402 - HIGH COURT OF BOMBAY] case that while the Company Court "is not powerless and can never become functus officio", it cannot rewrite a scheme in any manner, even at the post sanction stage. The Court has to ensure that the basic nature of the arrangement remains and whatever modification is made "should be necessary for the working arrangement." The scope of the powers of the Company Court u/s 392 of the Act, as explained by the majority opinion of the Supreme Court in Reliance Natural Resources Ltd. (supra), does not permit rewriting of the scheme or introducing into it clauses that plainly do not exist. The pleas of RLB in the present application go far beyond mere modification of the Scheme. The Court is satisfied that accepting the prayer of RLB to restore it the distribution network would be nothing short of ordering specific performance of an agreement that has already worked itself out and would be reading into the Scheme, clauses and obligations which did not exist when the Scheme was accorded sanction. The alternative prayer that RLB should be directed to be wound up, since its entire substratum has disappeared, will require a detailed examination of several relevant factors, all of which are not before the Court. Nothing precludes RLB from seeking winding up in accordance with law in appropriate proceedings by placing the full facts before the Court which can then be responded to by the OL, the RD and other interested parties including creditors. Given the pleadings in the present application, it is not possible to undertake that exercise at this stage. Therefore, while reserving RLB's liberty to seek winding up in accordance with law, the present application is dismissed with costs of Rs. 20,000 to be paid by RLB to Turner within four weeks from today.
|