- (1.) THIS judgment will dispose of four appeals-Letters Patent Appeals Nos. 1-D, 2-D, 3-D and 4-D of 1954--Which are directed against four decisions of Falshaw J. given in four different First appeals for order but in which the question for decision is the same.
(2.) BRIEFLY stated the facts are that Dalmia Jain Airways. Ltd. , went into voluntary liquidation in june 1952. A scheme under Sections 153 and 153-A, Companies Act was proposed and was approved of by the share-holders of the company at meetings arranged for the purpose and we are told that the share-holders were the only creditors. The essential part of the scheme was that the share-holders were to get, and they could choose one of the following three alternatives, Rs. 5/- per share of the face value of Rs. 10/-immediately, Rs. 6/- per share of Rs. 10/- within five years or Rs. 10/4/- per Rs. 10/- share within twelve years. The following from the judgment of the learned Judge will show what the position of the company was:-- "the underlying basis of the scheme was that Dalmia Jain Airways, Ltd. , which does not seem to have carried on any serious aviation business, had entered into a partnership with another company belonging' to the so-called Dalmia Jain Group called Messrs. Alien Berry and company, Ltd. , for the purpose of buying motor vehicles and spare parts from the Disposal department of Government. This partnership was later dissolved and the of spare parts was transferred entirely to Alien Berry and Company, Ltd. , which became liable to pay Dalmia Jain airways, a sum of over three crores. This liability has since been transferred to another company in the group called the Dalmia cement and Paper Marketing Company, which is liable to pay Dalmia Jain Airways Ltd. a sum of Rs. 3,400,0000/- over a period of sixteen years. " The scheme was placed before the learned District Judge of Delhi as Liquidation judge, a number of objections were raised by various shareholders, but eventually the scheme was sanctioned With certain modifications which were that instead of Rs. 5/-, Rs. 5/4/- were to be paid, instead of Rs. 6/- Rs. 7/- were to be paid and the period in the third case was reduced from 12 years to 10 years. This scheme was sanctioned by the learned District Judge on 10-2-1953. Against this four appeals were filed, one by Moti Lal Gupta, Advocate, another by D. K. Jahdev and three other shareholders, the third by Kamla Devi and Arun and the fourth by four share-holders including His Highness the Raj Pramukh of Madhya Bharat.
(3.) ON 3-12-1953 the Registrar Joint Stock Companies Mr. R. B. Seth filed applications to be added as a party to the proceedings in appeals and prayed that the scheme be not sanctioned and he be granted time to be able to place all the facts relating to the Company before the Court and he alleged that the whole scheme was a complete fraud on the share-holders, in the interest of justice it was necessary to place before the Court the material in support of his allegations.;