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TMI Blog2010 (3) TMI 670X X X X Extracts X X X X X X X X Extracts X X X X ..... s, as pointed out by Mr. Sinha himself. Therefore, it can be sincere desire of the Court that when it finds the Scheme purposeful, it is inappropriate for the Company to take into account this aspect and solve the practical difficulty at the time of holding the meeting so that there should not be any grievance amongst themselves otherwise also it is open for them to raise such dispute at the time of confirmation the scheme of compromise. - SPL. APPEAL NO. 322 OF 2010 - - - Dated:- 10-3-2010 - AMITAVA LALA, ACTG AND ASHOK SRIVASTAVA, JJ. Navin Sinha for the Appellant. Shashi Nandan for the Respondent. ORDER Amitava Lala, Actg. CJ. - This special appeal has been shown as defective because of non-filing of the certifi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Shivajimarg Properties Ltd., In re [2005] 1 Comp. LJ 369 and on the basis of another judgment of a learned Single Judge of the Bombay High Court in Sakamari Steel Alloys Ltd., In re [1981] 51 Comp. Cas. 266 , Mr. Sinha has submitted that there should be different meetings for different categories of creditors. Ultimately, he relied upon a judgment of the Supreme Court in Chembra Orchard Produce Ltd. v. Regional Director of Company Affairs [2009] 89 SCL 109, Mr. Sinha further submitted before us that hearing before the learned Single Judge sitting in Company jurisdiction in making an order for compromise or amalgamation under section 391(1) of the Act is not a signpost but a check post whereas it is duty of the Court to examine the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... half of the respondent-Company to explain the position. In turn, Mr. Shashi Nandan, has contended before us that even the judgments, which have been relied on by Mr. Sinha, speak about the stages of proceedings. Firstly, a Judge s summons will be drawn and it will be proceeded before the Court for the purpose of referring the matter for compromise or amalgamation by holding meeting of the creditors and/or shareholders and at the time of confirmation, the Court will consider all pros and cons independently to come to an appropriate conclusion in respect of the proposed Scheme. This is not the stage where everything is to be prejudged. Mr. Nandan has drawn our attention to other parts of the judgment of the Supreme Court in the case of Chemb ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... scheme is put forward by a company for the sanction of the Court in the first instance, the Court has to direct holding of meetings of creditors or class of creditors or members or class of members who are concerned with such a scheme and once the majority in number representing three-fourths in value of creditors or class of creditors or members or class of members, as the case may be, present or voting either in person or by proxy at such a meeting to accord their approval to any compromise or arrangement, thus, put to vote, and once such compromise is sanctioned by the Court, it would be binding to all creditors or class of creditors or members or class of members, as the case may be, which would also necessarily mean that even to dissen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to us, the Scheme of compromise or arrangement is not such a scheme, which can be ignored by the Court. It makes a separate provision for MTM creditors. Therefore, the only objection on the part of the appellant-creditor before us is procedural and not the substantive one. Therefore, if any illegality is caused by calling upon the meeting of all the creditors to which the MTM creditors might have difficulty in placing their cases, they are at liberty to raise their objection in the meeting itself as well as before the Court at the time of confirmation of the amalgamation. We are not in a position to say, in what way the Company will hold the meeting either in a meeting on a single day or in different meetings because the shareholders meet ..... X X X X Extracts X X X X X X X X Extracts X X X X
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