Prakash Tatia, J. - (1.) IT is found that no court fees stamp has been affixed on the file. It appears from Section 391 of the Companies Act 1956 that an application is required for seeking order for convening the meetings of the creditors or class of creditors, or of the members or class of members, as the case may be to be called. Upon application the court may issue direction for conducting such meetings. As per Rule 67 of the Rules of 1959, the application under Section 391(1) is to be "Judge's Summons" supported by an affidavit, but proposed compromise or arrangement shall be annexed to the affidavit as an exhibit thereto. The summons are to be in form No. 34.
(2.) THE petitioner is permitted to affix the court fees stamps on the affidavit as the said affidavit is also an application under Section 391(1) of the Act of 1956. Three company applications have been filed by Miraj Tradecom (P) Ltd., Miraj Business Development (P) Ltd and Miraj Products (P) Ltd. However, for the purpose of deciding all the above three applications, the facts of S.B. Company Application No. 5/2010 are taken which are that the applicant -company is Transferee Company incorporated on 9th December, 2009 and has its Memorandum and Articles of Association, copy of which has been placed on record as Annex -2. It has Share Capital of Rs. 25,00,000/ -divided into 2,50,000 equity shares of Rs. 10/ each. The issued, subscribed and paid up capital of the Transferee Company i.e. Miraj Tradecom (P) Ltd as on 31st December, 2009 is Rs. 10,000 equity shares of Rs. 10/ -each fully paid up. The objects of Transferee Company are set out in Memorandum and Articles of Association. The last accounts of the company were duly audited upto 31st December, 2009 and the Auditors of the Transferee Company has neither not made any adverse remarks or comments in their report nor the Auditor found any irregularity or mismanagement of the affairs of the company. The applicant has placed on record the copies of the latest Balance Sheet of Transferee Company for the period ended on 31st December, 2009 along with a copy of the Auditor's Report as Annex -3. It is also submitted that no investigation proceedings in relation to the company under Section 235 or 251 of the Companies Act, 1956 are pending nor proceedings under Section 397 and/ or 398 of the Companies Act, 1956 are pending against the company.
(3.) THE Miraj Products Private Limited is the Transferor Company, which was incorporated under the name of Miraj Zarda Private Limited on 10th September, 1996 with Registrar of Companies in Rajasthan. The name of the company was subsequently changed to Miraj Products Private Limited on 10th July, 1998. The registered office of the transferor company is situated at Uper Ki Oden, Nathdwara, Rajsamand in the State of Rajasthan. The transferor company has an Authorized Share Capital of Rs. 1,00,00,000/ -divided into 10,00,000 Equity Shares of Rs. 10/ -each. The issued, subscribed and paid up capital of the Transferor Company is 10,00,000 Equity Shares of Rs. 10/ -each fully paid up. The objects of the Transferor Company as set out in Memorandum and Articles of Association, which has already been annexed by the applicant alongwith the application as Annex -4. The Auditors of the Transferor Company has also not made any adverse remarks or comments in their report nor any irregularity or mismanagement in the affairs of the company was found. The copies of the latest Balance Sheet and Profit & Loss Account of Transferor Company for the period ended on 31st December, 2009 along with a copy of the Auditor's Report on the accounts of the company has been filed Annex -5. No investigation proceedings in relation to the company under Section 235 - 251 of the Companies Act, 1956 are pending as also no proceedings under Section 397 and/or 398 of the Companies Act, 1956 are pending against the company.;