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Judgment
S.P. Mehrotra, J.—The aforesaid Company Application No. 6 of 2007 by summons, as contemplated under Rule 67 of the Companies (Court) Rules, 1959, has been filed u/s 391 of the Companies Act, 1956 by the following Companies (hereinafter also referred to as "the Applicants- Companies"):
Jindal Pipes Limited, having its Registered Office at 22"J Mile, Delhi-Hapur Road, P.O. Jindal Nagar, Ghaziabad - 201302, Uttar Pradesh (hereinafter also referred to as "the Transferor Company" or "the Applicant- Company No. 1"),
Odd & Even Trades & Finance Private Limited, having its Registered Office at B-208, Ramprastha, P.O. Chandernagar, Ghaziabad-201011 (hereinafter also referred to as "the Transferee- Company" or "the Applicant- Company No. 2").
It appears that a Scheme of Arrangement u/s 391/394 of the Companies Act. 1956 is proposed between the Transferor-Company and the Transferee-Company and their respective Shareholders and Creditors.
By the order dated 25.5.2007, the Court dispensed with the requirement for holding the meeting of the Shareholders/Members of the Transferor Company for consideration of the Proposed Scheme of Arrangement , as per the requirements of Section 391(1) and (2) read with Section 393 of the Companies Act, 1956.
Similarly, by the said order dated 25.5.2007, the Court dispensed with the requirement for holding the meeting of the Shareholders/Members of the Transferee-Company and the requirement for holding the meeting of the Creditors of the Transferee-Company.
However, by the said order dated 25.5.2007, the Court directed for holding the meeting of the Creditors (including the Contingent Creditors, the Secured Creditors and the Unsecured Creditors) of the Transferor Company on 29th June, 2007 at the time and the place, as indicated in the said order dated 25.5.2007.
Sri Sanjay Goswami was appointed as the Chairman of the said Meeting. Quorum for the said meeting was fixed as 50 by number and 65% by. value of the Creditors of the Transferor-Company present either personally or by proxy.
It appears that in compliance with the requirements of Rule 76 of the Companies (Court) Rule, 1959, Sri Sanjay Goswami, Chairman of the said Meeting has filed an Affidavit, sworn on 20th June, 2007, designated as the "Affidavit of Service" (Paper No. A-6), interalia, in regard to compliance of the directions for giving notice convening the said Meeting and for publication of advertisements , convening the said meeting , in various Newspapers, as mentioned in the said order dated 25.5.2007.
A perusal of the said Affidavit of Service shows that the advertisements convening the said Meeting were published in the English Newspaper "Statesman" dated 5th June, 2007, the English Newspaper "Economics Times" dated 5th June, 2007 and the Hindi Newspaper "Dainik Jsgran" dated 6th June, 2007.
Copies of the relevant extracts of the said Newspapers have been died as Annexures Nos. A-1 and A-2 to the said Affidavit of Service.
It is further evident from a perusal of the said Affidavit of Service that the. notice convening the said Meeting was sent to the Creditors under Certificates of Posting, pursuant to the directions given in the said order dated 25.5.2007.
The said Certificates of Postings, in original, have been filed and collectively numbered as Annexure A-3 to the said Affidavit of Service.
It further appears that Sri Sanjay Goswami, Chairman of the said Meeting has submitted his Report dated 10.7.2007 (Paper No. A-7). The said Report has been filed in the Registry on 11.7.2007. The said Report is accompanied by an Affidavit of Sri Sanjay Goswami, sworn on 10.7.2007.
It is, interalia, stated in the said Report of Sri Sanjay Goswami that the Meeting, held on 29th June, 2007, was attended personally or by proxy by Sixty four creditors of the Company, entitled together to the value of 148,89,48,026.93.
It is, interalia, further stated in the said Report that the requisite quorum , as required by the said order dated 25.5.2007, was complete.
A perusal of the said Report shows that out of the said 64 Creditors, 63 Creditors voted at the said Meeting.
Two votes out of the said 63 votes were found to be invalid while 61 votes were found to be valid.
All the said 61 votes were in favour of the Resolution, presented at the said Meeting, approving the proposed Scheme of Arrangement.
It is, interalia, further stated in the said Report that none of the Creditors voted against the proposed Scheme of Arrangement being adopted and carried into effect.
List of Creditors, who voted in favour of the said Resolution, has been filed with the said Report as Exhibit "A".
The Ballot Papers, in original, have been filed with the said Report as Exhibit-B.
It is, thus, evident from the above narration of facts that the Meeting, pursuant to the directions given in the said order dated 25.5.2007, has been held, and the Report has been submitted by Sri Sanjay Goswami, Chairman of the said Meeting.
In view of the above, the Company Application stands disposed of.