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TMI Blog2004 (7) TMI 357X X X X Extracts X X X X X X X X Extracts X X X X ..... red creditors and in light of the fact that others have submitted their letters of consent to the proposed scheme of amalgamation. 3. Dispensing with the meeting of the secured creditors of the Applicant Company in view of the written consent of the shareholders of the Applicant Company to the Scheme. 4. Directions maybe given as to the manner of holding and conducting the meeting of 1, 2 and 3 above if this Hon ble Court is of the opinion that such meetings require to be convened. 5. A Chairman or Chairmen may be appointed in the event of this Hon ble Court is of the opinion that such meetings are required to be held, who shall report the result thereof to this Hon ble Court. 6. Necessary Directions may be given as to the dispensat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he shareholders and creditors and should proceed on the premise that the scheme is approved as required under law by the shareholders and creditors and permit the petitioner company to proceed further in the matter. Learned Counsel in this regard has placed reliance on a decision of this Court in S.M. Holding Finance (P.) Ltd. v. Mysore Machinery Mfrs. Ltd. (In Liquidation) [1993] 78 Comp. Cas. 432 . Sri. Nair submits that the provisions of section 391 of the Act are directory in nature; that it is in the discretion of this Court to dispense with the holding of the meetings of the members and the creditors; that the language used in the section being may , it is inevitable that it is directory and as such this Court can, even while dis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ntire requirement in itself is sought to be done away. A substantial compliance being construed as a fulfilment of a requirement of law is not the same as no compliance at all also being construed as a fulfilment of the requirement of law. The whole object of making an application under section 391(1) of the Act is for permission to hold a meeting. As indicated earlier, the holding of a meeting, the deliberations that can take place in such a meeting, the discussion, the exchange of ideas amongst the members and after discussion of the pros and cons of the proposal or the merits of the scheme, members voting upon it, cannot be said to be the same as of a mere consent letter issued by such members or creditors by themselves. A consent lett ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... egistered Office of the Company. The meeting of the shareholders to be at 10.30 A.M. and the meeting of the creditors to be at 11 A.M. on that day. The Managing Director of the Company Sri. Venkatesh Natarajan is appointed as the Chairman to preside over both the meetings. The quorum for the meeting is one for creditors and two for the meeting of the shareholders. 13. Petitioner to take out a paper publication of the intended meeting, time and place, the person to act as the Chairman by taking out such advertisement in one edition of The Hindu English news daily and one edition of Vijaya Karnataka , Kannada Daily. Publication to be taken out on or before 6-8-2004. Petitioner to file a memo before the Registry after taking out the pap ..... X X X X Extracts X X X X X X X X Extracts X X X X
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