IN RE: MULTIMETALS LTD Vs. STATE

JUDGEMENT

(1.) Instant company petition has been filed under Section 391 of Companies Act, 1956 ('the Act') by Multi Metals ('the Company') seeking sanction of Scheme of Arrangement providing for conversion of 65 lakh preference shares (out of 130 lakh shares, each of Rs. 10) into equity shares and reorganization of share capital, having been held by Hadoti Vikas Punji Ltd., Kota pursuant to Resolution passed by Board of Directors of the company on 5-9-2008.

(2.) The company initially filed Co. Appl. No. 12/2007 under Section 391 of the Companies Act on 22-1-2007 seeking directions to hold separate meetings of its preference and equity shareholders for consideration of scheme of Arrangement; wherein vide order dated 23-2-2007, this Court directed for holding of separate meeting of shareholders on 28-3-2007 at Company's registered office at Kota under Chairmanship appointed by the court. Pursuant to their separate meetings of preference and equity shareholders held on 28-3-2007 wherein the Scheme of Arrangement was unanimously passed and the report of meetings in Form No. 39 was filed on 4-4-2007 before this Court.

(3.) Consequent upon the report being submitted (supra), present company petition has been filed under Section 391(2) of the Companies Act - notices of which were issued on 23-11-2007 to the Regional Director, Department of Corporate Affairs, Noida and for its publication. After publication of notices in daily news papers the Statesman (Delhi Edn.) on 13-12-2007 and Dainik Bhaskar (All Rajasthan Edition) on 12-12-2007, copies whereof have been placed on record. Notices were duly served upon Regional Director, Department of corporate Affairs, NOIDA and despite notices being published in newspapers, no objection to the sanction of the Scheme of Arrangement has been filed. At the same time, the company being a listed Company, has also obtained no objection in that regard from Regional Stock Exchange (i.e., Jaipur Stock Exchange Ltd.) vide letter dated 20-10-2008 (Ann. 7).