2009 (3) TMI 1107 - HC - Companies Law

Summary

Issues:
Challenge to order sanctioning scheme of amalgamation based on lack of notice and statutory compliance.

Analysis:
The appeal challenged the order granting sanction of the scheme of amalgamation due to alleged non-compliance with notice requirements and statutory procedures. The appellant contended that no notice was served to shareholders as directed, and the meeting took place without proper notice. It was argued that the quorum for the meeting was not met, and fraud was perpetrated on the court by the respondents in obtaining the sanction order. The appellant sought the recall of the sanction order based on these grounds.

The appellant, represented by learned counsel, argued that the order should be recalled as the statutory procedures were violated, instances of fraud were committed, and materials on record showed irregularities in obtaining the sanction order. It was highlighted that the appellant was shown to be represented by a proxy without authorization, and the meeting lacked the required number of shareholders for a valid meeting. The appellant's lack of significant shareholding in the companies involved was also raised as a point of contention.

The court noted that the appellant's delay in challenging the order, filed after more than two years, raised questions about the merit of the application. The appellant's claim of lack of knowledge about the amalgamation was refuted based on published notices in newspapers. The court also considered the actions of the appellant's supporters who had knowledge of the scheme but did not challenge the order, indicating their acceptance of the amalgamation.

The court further analyzed the legal aspects related to voluntary winding up, quorum requirements, and voting procedures at meetings held under court orders. It was emphasized that the appellant failed to establish a case based on the facts presented and the legal arguments made. The court found no illegality or irregularity in the order passed by the Company Judge and affirmed the decision, dismissing the appeal.

In conclusion, the court rejected the appellant's arguments, upheld the order sanctioning the scheme of amalgamation, and dismissed the appeal. The judgment highlighted the importance of compliance with statutory procedures, notice requirements, and the significance of timely challenges to court orders.