Full Text
CO.APP. 19/2016
VISTAS RESIDENTS ASSOCIATION Appellant Represented by; Mr.M.L.Lahoty, Advocate with
Mr.Paban K.Shanna and Ms.Savita Sinha, Advocates
Ms.Gauri Rishi, Advocate for R-1 V' Mr.Arjun Pant, Advocate with
Mr.Abhimanyu Bhandari, Mr.Tarunvir Singh Khehar, Mr.Chetan Lokur and Mr.Atul
Malhotra, Advocates for Respondent/Unitech Ltd.
SEEMA CHOUHAN BHATIA &ORS. Appellants Represented by: Mr.M.L.Lahoty, Advocate with
Mr.Paban K.Sharma and Ms.Savita ^ Sinha, Advocates
Co.App.Nos.19/2016, 20/2016 &21/2016 Page 1of4
2016:DHC:9241-DB
THE RESIDENCES UNITECH BUYER ASSOCIATION..... Appellant
Represented by: Mr.M.L.Lahoty, Advocate with Mr.Paban K.Sharma and Ms.Savita
Sinha, Advocates
HON'BLE MS. JUSTICE PRATIBHA RANI
07.10.2016 CMNos.37925-26/2016 in Co.Apd.19/2016
CM Nos.37933-34/2016 in Co.Apd.20/2016 CM Nos.37940-41/2016 in Co.ADr).21/2016
Allowed subject to just exceptions.
CMNo.37924/2016 in Co.App.19/2016 CMNo.37932/2016 in Co.App.20/2016
CMNo.37939/2016 in Co.Adp.21/2016 Allowed.
Co.App.19/2016. Co.App.20/2016 & Co.App.21/2016
ORDER
1. It is trite that pertaining to proceedings concerning Section 391 and Section 393 of the Companies Act, 1956, at the first stage the Company Co.App.Nos.19/2016,20/2016 &21/2016 Page 2 of[4] Court exercises limited jurisdiction being to see whether the requisite statutory procedure for supporting such a scheme has been complied with. At the second stage issues concerning the scheme on merits and objections thereto including, ifthere is a majority supporting the scheme, to ensure that the minority are not being coerced are decided. The Court also at that stage has to consider the bona-fides of the scheme proposed. The Court can pierce the veil of apparent corporate purposes underlying the scheme and can judiciously x-ray the same. Justness, fairness and reasonableness ofthe scheme as a whole has to be considered.
2. Vide impugned order the learned Single Judge has simply directed meetings of home buyers in different cities to be held. Thus, atthisstage we do not, and as a matter of law cannot, look into the objections to the proposed schemeon merits.
3. Theorder impugned hasrecognized the immense misery of those who have booked flats in various projects of Unitech Ltd. to consider the proposed scheme of compromise and arraignment. Needless to state the learned Company Judge has clearly indicated that after ascertaining the views of all stakeholders the Court would decide whether the proposed scheme of compromise should at all be sanctioned andif sanctioned, with or without modifications.
4. The appellants are advised to voice their concern and if they have an objection tothe proposed scheme ofcompromise they should place the same at the time of the proposed meeting of the stakeholders. Needless to state the right of the appellant is fiilly intact to urge against the proposed scheme when the second stage proceedings would be taken up by the Company Court.
5. The appeals are accordingly dismissed as premature noting that within the limited field of operation concerning the first stage of the proceedings Co.App.Nos.19/2016,20/2016 8c 21/2016 Page 3 of[4] wefind no infirmity intheimpugned order.
6. Observations made in the decision reported as 2000 (101) Comp.Cas. 343 Bom. Bedrock Ltd. (In the matter of Vs. Unknown) upon which reliance is placed regarding afraudulent scheme not being sanctioned have to be understood in the context of the fact. The meetings which were directed to be held at the first stage, albeit after being postponed from time to time were ultimately held on April 28, 1997. The Court noted that there was agame plan to postpone the meetings.
MSSIDC did not have the notice ofthe amended scheme. Ithad a decree in its favour. Meaning thereby the Court was considering the proposed scheme atthe second stage.
7. No costs. CM No.37923/2016 in Co.Adp.19/2016 CM No.37931/2016 in Co.App.20/2016 CMNo.37938/2016 in Co.Adp.21/2016 Dismissed as infructuous. -rT» PRADEEP NAN WIAJOG, J. S^raARANI,JT OCTOBER 07,2016 mamta Co.App.Nos.19/2016,20/2016 &. 21/2016 Page 4of[4]