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TMI Blog2018 (12) TMI 673X X X X Extracts X X X X X X X X Extracts X X X X ..... /2018 in Co.P.704/2014. 2. Notice. Mr.Vivek Kohli, Advocate accepts notice on behalf of the Respondents No.2 & 3. Ms. Ruchi Sindhwani, Standing Counsel accepts notice on behalf of the Official Liquidator (OL) and Mr. Sayed Aquib Ali, Advocate accepts notice on behalf of the Respondent No.5. With the consent of the learned counsel for the parties, the appeal is heard finally. 3. The background to the present appeal is that during the pendency of Company Petition No.704/2014 filed by the present Appellants seeking winding up of A.N. Buildwell Private Limited (Respondent No.1 herein), Co. Appl. (M) 115/2016 was filed under Section 391 of the Companies Act, 1956 seeking approval of the proposed scheme of 'compromise and arrangement' between t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... have been executed in favour of number of allottees". The company also informed the learned Single Judge that "the lease deeds have not been got registered for some of the allottees and some area is unsold". 8. The Appellants are aggrieved by the above order of the learned Single Judge because according to them they were misled into making investment of valuable money into Spire Edge Project on the basis that the company had been allotted Plot No. CP -4, Sector-8, IMT Manesar, Gurgaon (Haryana) by the Haryana State Industrial and Infrastructure Development Corporation Ltd. (HSIDC) on freehold basis and that in turn the company would be allotting spaces/units on perpetual lease basis. 9. A sample of agreement dated 19th March, 2010 in whi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ding. 12. Mr. Vivek Kohli, learned counsel appearing for the Respondent No.1 company, vehemently resisted the entertaining of the present appeal. He repeatedly urged before the Court that since this proposed scheme of 'compromise and arrangement' did not alter the rights of the present Appellants in any manner, there was absolutely no necessity for convening a meeting of the allottees of Blocks B, C & D. According to him, there was no justification for the Appellants to have any grievance in that regard against the impugned order of the learned Single Judge. 13. At the same time, Mr.Kohli did not dispute that the Appellants did have a grievance against the Company, although according to him many of the grievances/claims of the Appellants ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... essential that all affected parties, who may have claims against the company, should have the opportunity of examining and commenting upon a proposed scheme of compromise and arrangement, unless it is shown to the satisfaction of the Company Judge that the claims of such claimants already stand settled. 17. In the course of the appeal today, while Mr. Kohli was unable to dispute that the Appellants have grievance against the company, he was not able to show or even give an assurance that the Company was prepared to settle all such grievances. His only response was that such grievances would have to be aired in other fora and not before the Company Judge. 18. The above submission overlooks the basic fact that it is the present Appellants ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany are and they have in fact filed Company Petition 704/2014, they cannot be considered to be persons who stand outside the winding up proceedings, particularly since their grievances have still not been satisfactorily addressed by the Company. They do have monetary claims against the company. If a scheme of 'compromise and arrangement' is finalised without taking into account their claims against the Respondent No.1 company, their rights would definitely be prejudiced. Therefore, it is incorrect on the part of the Respondent No.1 company to contend that the proposed scheme of 'compromise and arrangement' does not alter or affect the rights of the allottees of Blocks B,C and D who are the Appellants here. 21. The Court is of the view tha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Chairperson and Alternate Chairperson shall ensure that the proxy registers are properly maintained. (v) The Chairperson and Alternate Chairperson shall ensure that notices for convening the aforesaid meetings, along with copies of the proposed Scheme and the statement under Section 393 of the Act along with the proxy form, shall be sent to all the allottees of Blocks B, C and D Spire Edge Project by speed post at their registered or last known addresses and also by e-mail at least 14 (fourteen) days before the date appointed for the meeting, in their presence or in the presence of their authorized representatives. (vi) Notice of the meeting shall also be published in Delhi and Haryana editions of the newspaper, namely, 'Business Stan ..... X X X X Extracts X X X X X X X X Extracts X X X X
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