9911796707
TMI Blog2007 (3) TMI 394X X X X Extracts X X X X X X X X Extracts X X X X ..... the appellant for setting aside the order dated 10-5-2000 passed by His Lordship in O.P. No. 178 of 2000 in connection with C.A. No. 122 of 2000. 2. The facts giving rise to filing of the present appeal may be summed up thus : ( a )The appellant before us is a shareholder of two companies being AHIL and AHL. On 31-1-2000, the Board of Directors of AHIL and AHL duly approved the Scheme of Arrangement, Reconstruction, and consequent. Reduction of Capital and necessary Board Resolution was passed. ( b )On 1-2-2000. AHIL intimated the Bombay Stock Exchange and the Calcutta Stock Exchange about the said scheme of arrangement and the report was prepared by SBI Capital Markets Limited to determine sustainable capital and financial structu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d scheme of arrangement after the Central Government gave its no objection for sanctioning of the said scheme. ( i )On 19-5-2000, the certified copy of the said order dated 10-5-2000 was made available to AHIL and AHL and the certified copy of the said order was filed by AHIL and AHL with ROC, Kolkata. ( j )On 14-6-2000, the Bombay Stock Exchange and the Calcutta Stock Exchange were informed about the coming into effect of the scheme of arrangement. It further appears from the record that the appellant was aware of the fact that the meeting would be held as the notice of the meeting was received through his son in the month of June, 2000 and on July 27, 2000, the Annual Account of AHIL including Balance sheet for the financial year 19 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t Bombay praying for decree of eviction directing the AHIL to quit, vacate and deliver the peaceful possession of the premises at Currimbhoy Road, Ballard State. Mumbai-400 038. ( o )On 27-6-2001, the Annual Accounts of AHIL including Balance Sheet for the financial year 2000-01 were given due effect and the scheme of arrangement was drawn up and thereafter, on 27-9-2001, the Annual General Meeting was held and the Annual Accounts for the financial year 2000-01 was drawn up on the basis of sanctioned scheme of arrangement adopted by the shareholders. In spite of receipt of such Annual Accounts, neither the appellant nor any of his family members raised any objection to the same nor did they attend the Annual General Meeting. ( p )The In ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing due effect to the scheme of arrangement were drawn up and thereafter, on 27-9-2002, the Annual General Meeting was held and the Annual Accounts for the financial year 2001-02 were drawn up on the basis of sanctioned scheme of arrangement adopted by the shareholders. In spite of receipt of such Annual Accounts, neither the appellant nor any of his other family members raised any objection nor did they attend the Annual General Meeting. ( t )Even on 21-10-2002, the appellant and his son duly encashed the dividend warrants dated 1-10-2002 issued on the reduced share capital of AHIL without raising any objection. ( u )Ultimately, on 19-5-2003, the Company Application No. 269 of 2003 was filed for recalling the order dated 10-5-2000 pass ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... om the fact of the present case it is clear that before framing the scheme including reduction of share capital, all the relevant provisions including the ones contained in sections 100-103 of the Companies Act were complied with at the instance of the Companies and that the appellant and his son, the shareholders were quite aware of such fact but in spite of that, the application was filed long thereafter. Therefore, the learned Single Judge rightly rejected the application. 7. After hearing the learned counsel for the parties and after going through the materials on record as narrated above which are supported by the documents on record we find that the appellant was quite conscious of the meeting of the shareholders and in spite of k ..... X X X X Extracts X X X X X X X X Extracts X X X X
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