TMI Blog1929 (7) TMI 4X X X X Extracts X X X X X X X X Extracts X X X X ..... to buy the undertaking out and out or to advance on mortgage defin ed sums on the terms that the mortgagees managed the business for a term of years and recouped themselves out of the profits. In due course these proposals were laid before the Court by the liquidators for direction. The Court directed a meeting of share-holders to be held to decide whether they would accept the offers of Lala Har Kishin Lal or of Lala Kamlapat the appellants. Both parties had put forward a scheme to advance substantial sums on mortgage; and both had alternatively offered to purchase at a named sum. It is clear that all parties concerned and the Court considered that they were acting under the provisions of Sect. 153, Companies Act 1913, which provides that ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... interest to be paid off first and then the share-holders to get the profit. 5. We to provide entire working capital against the goods of the Company at 8 per cent. per annum. 6. The Company to be handed over to us as soon as we deposit the entire money. 7. The consent of the share-holders to be obtained to the above scheme. 8. In case the share-holders do not accept the scheme, we are willing to purchase the company at ₹ 11,50,000. (Signed) Kamlapat. ( ,, ) Ramakant Malaviya vakil for L. Kamlapat. 22nd November, 1926. The meeting of share-holders was duly held on 16th December, 1926, and Kamlapat's scheme was accepted by a large majority. On 21st December, the liquidators reported that they had received cl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ar to have approved the scheme in principle. They directed that a mortgage-deed be executed for ₹ 10,62,000. The terms were to be submitted to the Government co nveyancer. After the terms had been settled by the parties and examined by Mr. Weir they were to be submitted to the Court for their consideration and sanction. Disputes, however, arose between Kamlapat and the liquidators as to the terms of the mortgage-deed. Eventually, by order, dated 20th June 1926, the Court approved the deed as settled by Government conveyancer and directed the liquidators to take steps for getting it executed. Unfortunately, it seems to have escaped the notice of the Court that the scheme approved by them and purporting to be recorded in the draft de ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r Lordships find it unnecessary to determine whether this was a scheme under Sect. 153. It is plain that the Court thought that it was; and as it appears in any case that the action of the Court has throughout been taken on the basis that the particular scheme they were approving had in fact been accepted by the shareholders' meeting, the case must be dealt with on that footing. The result is that as the share-holders have not assented to the scheme as approved the orders of the Court dated 25th February, 28th March, 7th April, 9th April, 20th April, 29th April, 4th May, 23rd May, 25th May, and 20th June 1927, must be set aside. A meeting of share-holders should be summoned to consider the amended scheme; and it seems advisable that the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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