THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.148 of 2011 In Company Petition No.112 of 2001 Date:30th August, 2011 Between: M.Sudhakar Gupta S/o.M.Yellaiah Gupta, Aged about 54 years, Occu: Business, R/o.Plot No.282, Vasavi Colony, Saroornagar Mandal, Hyderabad. ….Applicant And M/s. Electro Thermics (P) Ltd., regd. Office at 7/4, K.M.Stone, Nagarjunasagar Road, L.B.Nagar, Hyderabad, rep. by the Official Liquidator, High Court of A.P., Hyderabad. …Respondent **** THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.148 of 2011 In Company Petition No.112 of 2001 ORDER: This Company Application has been filed by M.Sudhakar Gupta seeking a prayer to annex the scheme of arrangement/compromise, which was submitted before the Supreme Court along with joint memo, to the decree passed in Company Petition No.112 of 2001. 2. The applicant herein filed Company Petition No.112 of 2001 under Sections 391 r/w. Section 394 of the Companies Act, 1956, seeking sanction of the scheme of arrangement/ compromise with the creditors of M/s.Electro Thermics (P) Ltd.-the respondent Company (in liquidation). Whereas, L.B.Prasada Rao filed C.A.No.665 of 2001 opposing the sanction of the scheme. He filed C.A.No.539 of 2002 in C.A.No.665 of 2001 seeking sanction of a modified scheme of arrangement/compromise. The Company Petition No.112 of 2001 and Company Application No.539 of 2002 are dismissed and whereas, Company Application No.665 of 2001 is allowed, by a common order, dated 18.04.2003, with a finding that the scheme proposed by the petitioner is not in compliance with the requirements of the provisions of Section 391(2) of the Companies Act and the said scheme is neither equitable nor beneficial to all the members as well as the creditors. Relevant portion of the common order, reads as hereunder: “23. In addition to the above, the opposite party filed complaints alleging that the Petitioner misappropriated certain of the assets of the Company and also committed forgery and fraud in obtaining the approval of the scheme in the creditors meeting, for which, in fact, separate complaints were filed, which are to be enquired into. 24.Under the above circumstances, this Court is of the opinion that the scheme proposed by the Petitioner is not in compliance with the requirements of the provisions of Sec.391(2) and the said scheme is neither equitable nor beneficial to all the members as well as the creditors. Hence, the Company Petition and the C.A.No.539 of 2002 are dismissed, while the C.A.No.665 of 2001 is allowed. No costs.” M.Sudhakar Gupta assailed the order passed in Company Petition No.112 of 2001 by filing O.S.A.No.38 of 2003. A Division Bench of this Court dismissed the said O.S.A., by judgment, dated 24.10.2006. M.Sudhakar Gupta carried the matter to the Supreme Court by filing Special Leave to Appeal (Civil) No.21068 of 2006. Subsequently, M.Sudhakar Gupta withdrew the SLP and the matter came to be remitted to this Court for consideration of the scheme on its own merits, by order, dated 17.07.2009. The order passed in SLP reads as hereunder: “Since objection raised by Shri L.B.Prasada Rao (Respondent No.1 in the amended SLP) has since been withdrawn, the matter is being remitted to the company Judge for consideration of the Scheme on its own merits. We express no opinion on merits. Rights and contentions of all parties are expressly kept open. Special Leave Petition is disposed of accordingly.” On remand, the Company Petition came to be disposed of on 05.10.2009. The relevant portion of the order reads as hereunder: “Upon reading the said petition, the orders dated 27.04.2001 in Company Application No.261 of 2001 whereby the meeting of the creditors and the shareholders of the respondent company was ordered for the purpose of considering the scheme of arrangement/compromise proposed by the petitioner and for approving with or without modification the scheme of arrangement/compromise proposed to be made between the petitioner and the creditors and shareholders of the respondent company, upon perusing the reports of Sri M.Srinivas Reddy, who was appointed as Chairperson to conduct the meetings, showing the publications and despatch of notices convening the said meetings, and as to the result of the said meetings, and it is appearing from the reports that the proposed scheme of arrangement/compromise has been approved by 2/3rd majority of shareholders and 84.17% of creditors has approved the scheme and on perusing the joint memo filed by the applicant and Sri L.B.Prasad Rao before the Supreme Court whereunder the latter agreed to withdraw all applications and objections filed before this Court and noticing that the scheme of arrangement/compromise has the approval of 100% of shareholders of the respondent company, and upon hearing Sri C.Kodanda Ram, Senior Advocate for the petitioner, and Sri V.S.Raju, learned Counsel for objector, this Court doth hereby sanction the scheme of arrangement/compromise as set out in Annexure and doth hereby declare that the same is binding on all the shareholders and creditors of the above named company.” The instant application has been moved by M.Sudhakar Gupta on the ground that enclosure to the decree ought to have been the modified scheme filed along with the joint memo in the Supreme Court instead of the original scheme filed along with the petition. 3. Sri V.S.Raju, learned counsel appearing for the 2nd respondent does not dispute the fact that what is agreed by the parties is the scheme of arrangement/compromise enclosed to the joint memo filed before the Supreme Court. 4. In that view of the matter, the application is ordered directing the registry to enclose the copy of the scheme as agreed to by the parties and filed along with the joint memo in the Supreme Court, to the decree passed in Company Petition No.112 of 2001. No costs. ______________________ B.SESHASAYANA REDDY, J. Date:30th August, 2011. cs THE HON’BLE SRI JUSTICE B.SESHASAYANA REDDY Company Application No.148 of 2011 In Company Petition No.112 of 2001 Date:30th August, 2011