SURI & NAYAR LTD. Vs. SPRAYMETAL (PVT.) LTD.

JUDGEMENT

(1.) IN Company Application No. 1763/81, made under r. 67 of the Companies (Court) Rules, 1959, read with s. 391 of the Companies Act, 1956, applicant, Suri and Nayar Limited, Bangalore, had prayed for permission and directions to convene the meetings of members of the company as well as company's creditors, secured and unsecured, for the purpose of obtaining their consent to the scheme of amalgamation of the applicant company with M/s. Spraymetal P. Ltd. Bombay, which was the transferor company. That prayer was granted to the applicant company by an order made by me on September 15, 1981, in the course of which apart from fixing the venue, the date and the time of the meetings, the quorum was also fixed for such of the meetings as were required to be held and an advocate of this court was appointed as chairman of the meetings.

(2.) TWO days before these meetings were scheduled to take place an application was made in this court in Company Application No. 1801/81, by M/s. Spraymetal P. Ltd. seeking virtually an order recalling the order passed by me in Company Application No. 1763 of 1981, sanctioning the holding of the meeting. The argument at that time advanced was that certain information was either suppressed or information was given which would tend to mislead the members of the company (Suri and Nayar) and its creditors and that the object of the exercise of holding meetings was not bona fide to pursue the amalgamation but to defeat the same. In that circumstances there was a prayer to prevent the meetings from taking place. However, Sri R. N. Byra Reddy, the counsel appearing for the applicant, in Company Application No, 1801/81, could not persuade me to postpone the meetings or cancel them. The meetings were allowed to take place to see whether the apprehensions of the applicant in Company Application No. 1801/81 were genuine. The report of the meetings has been since received and taken an record.

(3.) IN the result, three of the four meetings were abortive on account of want of quorum while (at the) one meeting that was held, that of secured creditors, the amalgamation was not approved.