S.B.Company Application No.18/08 Yjmac Suitings Pvt. Ltd. vs. None 1 S.B.Company Application No.18/08 Yjmac Suitings Pvt. Ltd. vs. None ( Transferor Company No.4) Date of Order: 27.1.2009. HON'BLE MR. PRAKASH TATIA, J. Mr. Sanjeev Johari for the applicant. ... This application under Section 391 of the Companies Act, 1956 has been submitted by the applicant- Yjamac Suitis Pvt. Limited (Transferor Company no.4 ) with the affidavit for giving approval for scheme of amalgamation by the share holders in view of the resolution of the Company carried in its meeting dated 1.11.2008. In this petition, learned counsel for the applicant- Company stated that the applicant-Company has no secured or unsecured creditor but it was found fit to issue public notice to find out whether there is claim of any body against the Company or not. Therefore, this Court on 16.12.2008 issued directions for convening meeting of the secured/unsecured creditors of the applicant-Company to be held on 17.1.2009 at 1.00 p.m. at its registered office at D-33 and 34, Shopping Complex, Shastri Nagar, Bhilwara to approve the scheme of amalgamation appended as Exhibit-A to the affidavit. To see that proper meeting be conveyed, necessary directions were also given for the publication of the advertisement in daily news-papers-Rajasthan Patrika, Bhilwara S.B.Company Application No.18/08 Yjmac Suitings Pvt. Ltd. vs. None 2 edition and the Hindu, New Delhi edition. Shri Himanshu Maheshwari, Advocate and failing him, Shri Parikshit Nayak, Advocate were appointed as Chairman of the meeting to be held on the appended date. In pursuance of this Court's order dated 16.12.2008, the said meeting was convened after due publication of the public notices in trhe news papers and the learned Chairman Shri Himanshu Maheshwari, Advocate submitted affidavit and informed that the notices were published in the above two news- papers Rajasthan Patrika, Bhilwara edition and the Hindu, New Delhi edition but inadvertently the date for the meeting was mentioned as 16.1.2009 instead of 17.1.2009. Therefore, corrigendum was issued immediately and were also published in both the above two news-papers on 31.12.2008 informing the secured/un-secured creditors about the date of meeting being 17.1.2009 instead of 16.1.2009. The corrigendum was also sent to all the secured/un-secured creditors by UPC on 31.12.2008 itself for the date of meeting 17.1.2009 instead of 16.1.2009. It is submitted since there was no secured or unsecured creditor for the applicant-Company and, therefore, none of the secured or unsecured creditor attended the meeting convened in pursuance of order of this Court. However, the meeting was convened for abundant caution after due publication of notices so that general public may also come to know about the proposals of the Company. S.B.Company Application No.18/08 Yjmac Suitings Pvt. Ltd. vs. None 3 In the report of the Chairman, though it is mentioned that “they voted in favour of resolution” but neither secured creditor nor unsecured creditor attended the meeting, as they were not in existence, therefore, in fact, the Chairman's report is required to be read that none of the creditor, either secured or unsecured, opposed the resolution/proposals of the applicant-Company for amalgamation. It will be worthwhile to mention here that all the share- holders of the applicant-Company already submitted their affidavits in this application and all of them favoured approval of scheme of amalgamation. The Board of Director of the applicant- transferor Company also in its meeting dated 1.11.2008 approved the scheme of amalgamation vide separate resolution submitted in this application. Taking into account the Chairman's report, the resolution of the applicant-Company and the approval of the share-holders for the resolution and in view of the fact that no objection has been received from any of the secured/unsecured creditors, the Chairman's report is accepted. After above, nothing survives in this application. Accordingly this company application is disposed of. (PAKASH TATIA),J. mlt