- (1.) THESE petitions, being co related, have been considered together and are taken up for disposal by this common order. Company Petition No.5/2013
(2.) THIS is a petition filed by Miraj Multicolour Private Ltd., a company incorporated under the provisions of the Companies Act, 1956 ['the Act of 1956'] having its registered office at B 6, Udhyog Vihar, Sukher, Udaipur (transferee company) under Section 394 of the Act of 1956 for sanctioning the scheme of amalgamation of the petitioner company with Bhagyadeep Enterprises Private Ltd., (transferor company No.1), and Hy Décor Tiles Private Ltd. (transferor company No.2) under Sections 391 and 394. The transferors companies are also incorporated under the provisions of the Companies Act, 1956 and are having their respective registered offices at 6, Udhyog Vihar, Sukher, Udaipur. The petitioner company had earlier moved an application under Section 391 of the Act of 1956, being S.B. Company Application No. 1/2013 seeking directions for convening and holding of the meeting of equity shareholders of the company; dispensing with holding of the meeting of secured creditor, one in number; dispensing with holding of meeting of unsecured creditors, two in number; and publishing of the notice of proposed scheme of amalgamation and of the meetings. Therein, by the order dated 05.02.2013, the petitioner company was ordered to convene the meeting of its equity share holders on 16.03.2013 for the purpose of considering and if thought fit, approving with or without modifications, the Scheme of Amalgamation proposed to be made between the applicant company on one hand and aforesaid two transferor companies on the other hand. When it was noticed that there were only two unsecured creditors, who had filed their respective consents, their meeting was dispensed with. When it was further submitted that there was only one secured creditor, Bank of Baroda, the meeting in relation to said secured creditor was also dispensed with but, the said secured creditor was ordered to be noticed. The meeting was ordered to be held under the Chairmanship of the Chairman appointed by the Court.
(3.) THE notices of the meeting were published on 17.02.2013 in Dainik Bhaskar, Udaipur Edition and Times of India (English), Jaipur Edition. The notices together with copy of scheme were also dispatched through speed post to each of the equity share holders of the petitioner company as per the directions of the Court. The affidavit of the Chairman dated 01.03.2013 has been filed in this regard. The meeting of the equity share holders of the petitioner transferee company in terms of the order dated 05.02.2013 was held at the registered office of the petitioner company on 16.03.2013 at 12:00 noon.;