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TMI Blog2009 (3) TMI 1107X X X X Extracts X X X X X X X X Extracts X X X X ..... ling of an order dated 16-1-2003. By the said order dated 16-1-2003, the Hon ble Court granted sanction of the scheme of amalgamation of the respondent Nos. 2 to 7 with respondent No. 1. 2. The facts revealed in this case that on 26-2-2002, a meeting was convened on the equity shareholders of respondent Nos. 2 to 7. The appellant challenged the said amalgamation on the ground that no notice was served as directed in clause 8 of the order dated 26-2-2002 and that in terms of clause 16 of the said order the Chairpersons appointed for the meeting or any person authorised by him to issue or send notice of the meeting to the shareholders. Further, in terms of clause 18 of the said order it provides that the quorum for the meeting of the sharehol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... could be held since a single shareholder cannot hold a meeting and there must be more than one person and the word meeting prima facie means coming together of more than one person present. He also drew our attention to certain provisions of the Companies Act. According to him, none attended in the said meeting in person. 9. It appears from the facts that the Hon ble Company Judge dismissed this petition since the appellant holding less than 7 per cent shares in only one of the transferor companies that is respondent No. 4 and he did not hold any share in any of the 5 other transferor companies or in the transferee companies. 10. It further appears from the facts that some of the appellant s supporters including the appellant himself had in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er than the respondent No. 4, even if the appellant had due notice of the meeting under section 391(1) of the Companies Act convened in respect of the respondent No. 4 and had attended the same. The appellant would not have had the numbers to upset the resolution passed therein in support of the said scheme. 14. It also appears that it was not necessary to go into the charges of fraud levelled by the appellant as, even if it were to be assumed that the appellant was deliberately and fraudulently kept out of the meeting and kept in the dark in respect of the proposed scheme of amalgamation, the appellant could not have stopped or stalled the resolution passed by the respondent No. 4 or the other transferor companies or by the transferee comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as been stated in the petition. 19. On the contrary, Mr. Mukherjee, learned Senior Advocate appearing in support of the respondent, however, contended before us that the appellant did not disclose how and from whom he came to learn of the amalgamation of the respondents, in fact, which was pointed out by the learned counsel for the respondent that the appellant himself has suppressed the following facts: a) in terms of an order passed by the Rajasthan High Court on 17-4-2002, publication of notice of the meeting of the equity shareholders of the respondent No. 1 was made in the Hindustan Times and in Dainik Navjyoti on 25-4-2002; b) pursuant to an order passed by this Hon ble Court on 15-5-2002, notices were published in Aajkal and Economic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... has no bearing in the facts and circumstances of this case. He further submitted that sections 484 to 486 of the Companies Act, 1956 deals with voluntary winding up. As per section 486 of the Companies Act, voluntary winding up is deemed to commence at the time when the resolution for voluntary winding up is passed. Section 559(2) of the Act provides that it is the duty of the person on whose application order of dissolution is made to file certified copy of the order with the Registrar of Companies who shall register the same . This has admittedly been done insofar as the respondent Nos. 2 to 7 is concerned. The Rules relating to termination of winding up are contained in rules 281 to 285 of the Companies (Court) Rules, 1959. Rules 281 to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in the delay stating that he had not received any communication with regard to the scheme of amalgamation, the said submission cannot have any bearing in the facts and circumstances of this case since the advertisement was duly published in the Financial Express and Kalantar. 26. Furthermore, the matter has also been gone into Rajasthan High Court and the Rajasthan High Court dismissed the application filed by some of the shareholders in respect of the said scheme of amalgamation. It is further to be noted that the petitioner shareholder is only about 6.04 per cent that too only in respect of the respondent No. 4. 27. In these circumstances, we find that the point urged before us by Mr. Sen cannot be accepted while on the contrary, we accep ..... X X X X Extracts X X X X X X X X Extracts X X X X
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