Judgment S.K. Keshote, J.-XLO India Limited, a company incorporated under the Companies Act, 1956, having its registered office at 80, Dr. Annie Besant Road, Worli, Mumbai, (hereinafter shall be referred to as the applicant company), has filed this application for calling the meetings of the shareholders and creditors of different classes of XLO United Clutch Products Limited (in liquidation), a company incorporated under the Companies Act, 1956, having its registered office at 127-128, Matsya Industrial Area, Desula, Alwar (hereinafter shall be referred to as the Company in liquidation) for the purpose of considering and if thought fit, approving with or without modification, the arrangement embodied in the scheme of compromise/arrangement between the applicant company and the shareholders, secured and unsecured creditors of the company in liquidation. 2. The applicant company is the promoter and major shareholder of the company in liquidation, holding approximately 31.37% of the paid-up share capital. It is submitted that as per this position of the applicant company, under the provisions of Section 391 of the Act, 1956 it is entitled to submit the scheme for compromise/ arrangement/revival/rehabilitation of the company in liquidation. 3. The details, as regards to the incorporation, authorized share capital, paid-up share capital, registered office and the main objects as appearing in its memorandum and articles of association, of the applicant company, are given in Para No. 3 of the application and thus it is not necessary to repeat the same here. 4. The company in liquidation was incorporated on 20.05.1982. The details re the company in liquidation as regards to the paid-up capital, address of the factory, objects of its incorporation, are set out in Para No. 4 of the application and thus it is not necessary to detail out the same here. 5. This Court under its order, dated 28.07.2000, in Company Petition No. 11/1995, on the recommendations of the BIFR, ordered for winding-up of the company in liquidation and since then it has been under the control and charge of the Official Liquidator attached to this Court and he has been managing the properties and assets of the company in liquidation. 6. The applicant company as a promoter of the company in liquidation is alleged to have been making efforts to infuse fresh capital into the company in liquidation and has also been making sincere efforts towards reviving/rehabilitating the company in liquidation. 6. The applicant company as a promoter of the company in liquidation is alleged to have been making efforts to infuse fresh capital into the company in liquidation and has also been making sincere efforts towards reviving/rehabilitating the company in liquidation. It is submitted that the applicant company has a strong belief about the viability of running the company in liquidation in profits and has thus decided to pay off the dues and liabilities and invest fresh funds for its revival. It is urged that the applicant company has been sincerely trying to revive the company in liquidation and has been making concerted efforts for the same. Efforts for settlement with Banks and financial institutions and other creditors are stated to have been initiated for paying off dues in installments, as agreed to by and between the applicant company and the creditors of the company in liquidation. 7. The circumstances, which necessitated the compromise/arrangement, are detailed out in Para No. 11 at page No. 10 of the application. A copy of the scheme of compromise/arrangement has been annexed to the application and marked as Exhibit-C. The salient features thereof are detailed out in Para No. 11 at page No. 12 of the application. 8. The Board of Directors of the applicant company have, at its Board Meeting held on 30th of November, 2004, approved and resolved to carry out the said scheme of compromise/rearrangement subject to approval of the shareholders secured and unsecured creditors of the company in liquidation and of this Court. It is submitted that the Directors of the applicant company have no material interest in the proposed scheme of compromise/arrangement/revival/rehabilitation, except as shareholders in general, the extent of which will appear from the register of the shareholders. 9. In Para No. 22 of the application, it is averred that till the date of winding-up order no investigation proceedings were initiated or pending under Sections 235 to 251 of the Act, 1956 against the company in liquidation and an affidavit to this effect of one of the Directors of the company is enclosed to the application and marked as Exhibit-D. 10. Having heard learned Counsel for the applicant, on perusal of the entire application and keeping in view that there is nothing wrong or adverse to the shareholders, secured and unsecured creditors of the company in liquidation, if the proposed scheme of compromise/arrangement is put for consideration of the shareholders, secured and unsecured creditors of the company in liquidation. In case the company in liquidation is revived and starts its production, it may be in the large interest of its employees, shareholders, secured and unsecured creditors as well as public at large. 11. Accordingly it is ordered that the separate meeting of the shareholders and Class-A to Class-F creditors of the company in liquidation, for the purpose of considering and if thought fit, approving, with or without modifications, the scheme of compromise/arrangement aforesaid, shall be convened and held, as per the following schedule, Name Date and Time Place Shareholders of the company in liquidation 21st September 2005 10.30 A.M. 127-128 Matsya Industrial Area, Desula, Alwar, Rajasthan (Registered Office of the company in liquidation) Class-A creditors of the company in liquidation 21st September 2005 11.30 A.M. 127-128 Matsya Industrial Area, Desula, Alwar, Rajasthan (Registered Office of the company in liquidation) Class-B creditors of the company in liquidation 21st September 2005 1230 Hrs. 127-128 Matsya Industrial Area, Desula, Alwar, Rajasthan (Registered Office of the company in liquidation) Class-C creditors of the company in liquidation 21st September 2005 1.30 P.M. 127-128 Matsya Industrial Area, Desula, Alwar, Rajasthan (Registered Office of the company in liquidation) Class-D creditors of the company in liquidation 22nd September 2005 10.30 A.M. 127-128 Matsya Industrial Area, Desula, Alwar, Rajasthan (Registered Office of the company in liquidation) Class-E creditors of the company in liquidation 22nd September 2005 11.30 A.M. 127-128 Matsya Industrial Area, Desula, Alwar, Rajasthan (Registered Office of the company in liquidation) Class-F creditors of the company in liquidation 22nd September 2005 1230 Hrs. 127-128 Matsya Industrial Area, Desula, Alwar, Rajasthan (Registered Office of the company in liquidation) 12. 127-128 Matsya Industrial Area, Desula, Alwar, Rajasthan (Registered Office of the company in liquidation) 12. That at least 21 clear days before the days fixed for the meeting an advertisement convening the same and stating that copies of the said scheme of compromise/arrangement and of the statement required to be furnished, shall be furnished, pursuant to Section 393 of the Act, 1956 and forms of proxy can be obtained free of charge at the office of the applicant company or from the office of its Advocate, be advertised once in the dailies, namely, Hindi Newspaper Rajasthan Patrika (Alwar Edition) and English Newspaper Hindustan Times (Delhi Edition). 13. That at least 21 clear days before the meetings to be held as aforesaid, a notice convening the said meetings at the place and time aforesaid, together with the copy of the said scheme of compromise/arrangement, a copy of the statement required to be sent under Section 393 of the Act, 1956, and the prescribed from of proxy, shall be sent by prepaid post under certificate of posting addressed to each of the shareholders and creditors, whose meetings are to be held at the respective registered or last known addresses. 14. That the Advocate for the applicant company do, within the time as he considers necessary and at least within three days, file in Court the forms of the advertisement, the notices and statement to accompany the notices, and the same shall be settled by the Registrar of this Court. 15. That Shri Manoj Pareek, Advocate, Rajasthan High Court Bench, Jaipur, shall be the Chairman of the meetings of the creditors and shareholders to be held on 21st and 22nd of September, 2005 as aforesaid. The applicant company shall deposit in the Court or pay within one week from today an amount of Rs. 77,000/-(Rs. 11,000/-for each meeting) towards remuneration to the Chairman for presiding the meetings aforesaid. The applicant company shall also bear the expenses of lodging, boarding and conveyance of the Chairman for the said meetings. 16. That the Chairman appointed for the meetings through applicant company, do issue the advertisement and send out the notices of the meetings referred to above. 17. That the quorum for the said meetings shall be as per the provisions of the Act, 1956. 18. 16. That the Chairman appointed for the meetings through applicant company, do issue the advertisement and send out the notices of the meetings referred to above. 17. That the quorum for the said meetings shall be as per the provisions of the Act, 1956. 18. That voting by proxy be permitted, provided that a proxy in the prescribed form duly signed by the person entitled to attend and vote at the meetings, is filed with the applicant company at its registered office, aforesaid, not later than forty-eight hours before the meetings scheduled to be held. 19. That the value of each shareholder and creditor shall be in accordance with the books of the applicant company and, where the entries in the books are disputed, the Chairman shall determine the value for purposes of the meetings. 20. And, it is further ordered that the Chairman do separately report to this Court the result of the said meetings within seven days of the conclusion thereof , and the said reports shall be verified by his affidavit. 21. The Official Liquidator attached to this Court shall remain present in all the meetings aforesaid. The applicant company shall pay to the Official Liquidator the TA and DA as per the rules prescribed therefor, on submitting the bill by him. 22. With these directions the application accordingly stands disposed of . A copy of this order be sent to the Official Liquidator