- (1.) The petitioner is a company incorporated under the Companies Act, 1956 (hereinafter referred to as "the Act") in August, 1979, having its registered office in village Kaprivas, Dharuhera, District Rewari, Haryana. The authorised capital of the petitioner-company is Rs. 1,210 lakhs divided into 1,21,00,000 equity shares of Rs. 10 each and the total issued and paid up share capital is Rs. 570.65 lakhs divided into 55,56,505 equity shares of Rs. 10 each and 15,00,000 equity partly paid up shares of Re. 1 each.
(2.) As a result of continuous losses incurred from the financial year 2000-2001 onwards, the net worth of the company had completely eroded as on March 31, 2002, and accordingly, the company had filed a reference under Section 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985 (hereinafter referred to as "the SICA"). The Board for Industrial and Financial Reconstruction (for short "BIFR") registered the same as BIFR Case No. 194 of 2002. The BIFR vide its order dated July 14, 2005, declared the company as a sick industrial company under Section 3(1) (o) of the SICA and appointed Bank of Baroda as the operating agency under Section 17(3) of the SICA to prepare a rehabilitation scheme for the revival of the company. The said reference is pending before the BIFR awaiting rehabilitation scheme.
(3.) In the present petition filed under Sections 391 to 394 of the Act, the prayer is for grant of permission to convene a meeting of the existing first charge holders of the petitioner for considering and approving the scheme of arrangement between the petitioner and its existing first charge holders. The principal amount due and payable in respect of the existing first charge holders is to the extent of Rs. 9,847.76 lakhs as on March 31, 2006. It is the case of the petitioner that 76 per cent, of the first charge holders of value amounting to Rs. 7,491.58 lakhs, have settled their claim with the petitioner and the remaining creditors of value Rs. 2,356.88 lakhs is required to be settled in respect of which, the petitioner has come out with the scheme containing two options. It is the case of the petitioner that except working capital bankers, whose accounts are regular with the company, the arrangement is to settle the existing loans of the company qua the first charge holders alone.;