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Judgment
Kuldip Singh, Judge
Company Application No. 22 of 2012.
This is an application under Rules 6, 7 and 9 of the Companies (Court) Rules, 1959, for condonation of delay of 4 days in getting the notice published in Official Gazette of Himachal Pradesh. It has been stated that on 20.03.2012, this Court directed the convening of meetings of Shareholders, Secured and Unsecured Creditors of the Transferor Company and the Transferee Company. In compliance of the order dated 20.03.2012, the notices were duly sent and publications were effected well within time. However, publication in the Official Gazette of the Himachal Pradesh was delayed by 4 days.
It has been stated that as per Rule 76, the notices are to be published 21 days in advance to the date fixed for meeting. In the present case, the meetings were fixed on 12.05.2012. The delay in publication of notice in the Gazette is inadvertent and unintentional. It has not affected the interest of any parties i.e. Shareholders, Secured and Unsecured Creditors of the Transferor Company as well as Transferee Company. The submission has been made for condonation of delay.
The learned counsel for the petitioner has relied the order dated 30.05.2011 passed by a Co-ordinate Bench in Company Petition No. 1 of 2011 wherein while considering the delay aspect it has been held that prejudice, if any, can be taken care of in the Second Motion Petition when the notice will be issued under Rule 80 of Companies(Court) Rules, 1959. In Company Petition No. 1 of 2011 the delay of 3 days in publication has been considered and condoned. In the present case, the delay is of 4 days and prima facie there is nothing on record that the delay has adversely affected any party. Therefore, application is allowed, delay of 4 days in publication of notice in Official Gazette is condoned in the interest of justice. The application stands disposed of.
Company Petition No. 1 of 2012.
This petition has been filed for sanctioning the scheme of arrangement. In the petition, the prayer has been made for dispensing with the meetings of Equity Share holders of Transferor Company to convene meetings for considering the proposed scheme. On 20.03.2012 the Court rejected the prayer for exemption from holding the meetings of the Shareholders and Secured Creditors of the Transferor Company. The meetings of Equity Shareholders, Secured Creditors, Unsecured Creditors of the Transferor Company and meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors of the Transferee Company were fixed. Mr. Ajay Mohan Goel, Advocate, was appointed Chairman and Mr. Suneet Goel, Advocate, Alternative Chairman, for the three meetings of the Transferor Company. Mr. Praneet Gupta, Advocate, was appointed Chairman and Mr. Vishal Panwar, Advocate, Alternative Chairman, for the three meetings of the Transferee Company.
Mr.Ajay Mohan Goel, Advocate, Chairman, of the meetings of the Transferor Company has filed three affidavits and three reports regarding the meetings of Transferor Company, similarly, Mr. Praneet Gupta, Advocate, Chairman, has filed two affidavits and two reports regarding the meetings of Transferee Company. The learned counsel for the petitioner has stated that the report and affidavit of Mr. Praneet Gupta, Advocate, regarding third meeting has also been filed in the Registry and he has requisite receipt with him. The learned counsel for the petitioner has stated that as per third report and third affidavit of Mr.Praneet Gupta, Advocate, 100% shareholders present in person and through proxies voted in favour of the scheme and there was no vote against the proposed scheme. There is no reason to disbelieve the statement of learned counsel for the petitioner. In view of reports and affidavits of the Chairmen, the petition is disposed of. The petitioner is permitted to file Second Motion Petition in accordance with law.