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6. Immediately after the order dated January 21, 1999, to convene the meeting, a few of the creditors and their association approached this court seeking modification of the said order, in C.A. Nos. 78 of 1999, 81 of 1999, 91 of 1999 and 95 of 1999.

7. In C.A. No. 78 of 1999 the applicants had asked for an order to cancel or postpone the creditors meeting and a further order directing the directors of the company to desist from collecting blank proxy forms signed by the creditors. It has been averred that all the creditors had not been sent notices with necessary statutory requirements and enclosures ; that the managing director, one Mr. Boby Varghese, of the company had written to each of the creditors a letter, produced as annexure "1", wherein he had mentioned that the company is facing a hard and difficult situation. It is averred in the application that the attempt of the company is to delay and defeat the creditors and their just and legitimate dues and notices are not properly sent with necessary enclosures thereto such as the proposed scheme and statement in respect of the same. It is also contended that notice contained a statement that "no director in his capacity as a member of the company has any personal interest in the compromise agreement placed before the creditors". It is submitted that this statement was misleading and untrue as, even as mentioned in the M.C.A. itself, the two directors including Sri Boby Varghese and his wife had interests in St. Mary's Properties Ltd., to which a large amount of Rs. 7.6 crores, as admitted in M.C.A. No. 6 of 1999 itself, had been sanctioned. Therefore, the directors of the company as members of the company were really interested in the compromise. Therefore, such statement in the notice is incorrect and creditors were kept in the dark as to the real situation. It is the right of every member and creditor to know about the interest of the directors, if any, and that right had been denied to the creditors. Therefore, the meeting itself is convened in an illegal manner.

9. C.A No. 91 of 1999 is filed by seven depositors who have made deposits on promise of 18 to 20 per cent. interest per annum on their deposit amounts. According to them Sri Boby Varghese, who has filed the M.C.A and obtained the order for convening the meeting of the creditors, had issued a letter dated February 22, 1999, to the creditors asking every creditor that the proxy form sent from the court shall be signed and sent to him. He cautions the depositors in that notice that... (If the resolution is defeated there are all chances for the company being liquidated). He further adds that in such case his promise cannot be carried out, so the proxy form should be signed and brought to him in advance so as to ensure success of the resolution. He also makes it clear that in spite of such submission of proxy, each of them should be present in the meeting as well to express their opinion. It is pointed out that this is an undue influence on the creditors to seek their proxy in favour of the resolution in which the company's directors are deeply interested.

27. This counter-affidavit was filed on August 18, 1999, whereas unauthorised payment to the tune of Rs. 2.9 crores as mentioned above had been made during the period from May 15, 1999 to August 15, 1999. This shows that the company had flagrantly violated the order of this court to retain the amount collected, with them. In C. A. No. 137 of 1999 the company sought an order to permit the applicant-company to recover the loans advanced by the company and retain it with them to be disbursed to the creditors as and when order is passed by this court in M. C. A. No. 6 of 1999. In spite of that, they violated that order and disbursed 2.9 crores of rupees to the creditors of their choice, at the same time they contested applications filed before this court seeking interim payment of interest at least, pointing out the excuse that they can effect payment only after sanctioning of the scheme. This is flagrant violation of the order of this court, which has to be proceeded against separately. The company had discriminated among the depositors without paying the applicants in C. A. Nos. 298 and 299 of 1999. Letters addressed by several of the depositors in the company show that they are in need of the money deposited by them in the company for undergoing surgery, for treatment of cancer, for marriage of their daughters, to meet day to day requirements and such other. These persons have, as stated by them approached the company. The company had never paid them at all. The directors of the company, who thus have discriminated against their esteemed and valued depositors, cannot now be allowed to continue the affairs of the company with the proposal that they have made, as there will not be equal consideration towards the entire depositors. When he has dared to violate the order of this court, it cannot be taken that he will abide by the directions of this court. Of course, if he violates, this court can take him to task; but the violation will for the time being affect the depositors. So such a person cannot be entrusted with the affairs of the company to be continued for disbursement of the deposit amounts in instalments as proposed by him. It is in this regard the contention regarding undue influence exerted by Mr. Boby Varghese has to be viewed. The letter addressed by him to the depositors as annexed to C. A. No. 95 of 1999 contains a caution to the depositors that unless they send the proxy forms duly signed to him, their amount will be lost. In such circumstances he could manage to collect more than 1000 proxy forms only because of such influence or threat contained in such letters addressed to the depositors. The depositors are always interested in their money rather than the whims and fancies of the persons in management. Therefore the vote by Mr. Boby Varghese for and on behalf of 1053 persons who had given proxies can only be considered as due to undue influence.