Allowed

Chaney Refractories Private Limited Vs

Bombay HC3 Aug 2012CSP/236/2012

Case brief

AI extract

What is this about?

The High Court of Bombay sanctioned a Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956 between Chaney Refractories Private Limited and Unifrax India Limited, finding that statutory compliances were met and the scheme was fair and reasonable.

What did the court decide?

The Company Scheme Petition No.236 of 2012 made absolute; Petitioner directed to lodge authenticated Scheme with Superintendent of Stamps within 60 days and file with Registrar of Companies within 30

Chaney Refractories Private Limited Vs — Company and Corporate | Bombay HC (2012)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY

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ORDINARY ORIGINAL CIVIL JURISDICITON

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COMPANY SCHEME PETITION NO 236 OF 2012

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CONNECTED WITH

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COMPANY SUMMONS FOR DIRECTION NO 25 OF 2012

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In the matter of Sections 391 & 394 of the Companies Act, 1956;

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And

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In the matter of Scheme of Amalgamation

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Chaney Refractories Private Limited

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With Unifrax India Limited

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And

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Their Respective Members

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Chaney Refractories Private Limited

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…Petitioner/Transferor Company

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Mr. Hemant Sethi i/b Hemant Sethi & Co., Advocates for the Petitioner.

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Mrs. R. N. Sutar, Asst Official Liquidator present.

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Mr. C.J Joy with Mr. Y.S Bhate i/b Dr. T.C.Kaushik for Regional Director.

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Coram: S. J.Kathawalla, J.

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Date: 3^rd August, 2012

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P.C.:-

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Heard learned counsel for the parties.

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The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to the Scheme of Amalgamation of Chaney Refractories Private Limited with Unifrax India

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Limited, the Transferee Company and their Respective Shareholders.

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The learned counsel appearing on behalf of the Petitioner submits that the Petitioner Company is a wholly owned subsidiary of Unifrax India Limited, the Transferee Company and that by an order passed by this court on 13^th January 2012 in Company Summons for Direction No. 25 of 2012, the filing of a separate Company Summons for Direction and Company Scheme Petition in relation to the proposed Scheme by the Transferee Company, was dispensed with.

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Learned counsel appearing on behalf of the Petitioner has stated that they have complied with all requirements as per directions of this Court and they have filed necessary affidavits of compliance in the Court. Moreover, Petitioner Company undertakes to comply with all statutory requirements, if any, as required under the Companies Act, 1956 and the Rules made there under. The said undertaking is accepted.

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The Regional Director has filed an Affidavit stating therein that it appears that the Scheme is not prejudicial to the interest of the shareholders and public.

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The Official Liquidator has filed report in the aforesaid Company Scheme Petition stating therein that the affairs of the Transferor Company have been conducted in a proper

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manner and that the Petitioner/ Transferor Company may be ordered to be dissolved.

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From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. None of the parties concerned have come forward to oppose the Scheme.

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Since all the requisite statutory compliances have been fulfilled, the Company Scheme Petition No.236 of 2012 is made absolute in terms of prayer Clause (a) of the Petition.

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The Petitioner Company to lodge a copy of this order and the Scheme, duly authenticated by the Company Registrar, High Court, Bombay, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the Order.

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Petitioner is directed to file a copy of this order alongwith a copy of the Scheme with the concerned Registrar of Companies, electronically, along with E-Form 21, in addition to physical copy within 30 days from the date of issuance of the order by the Registry.

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The Petitioner to pay costs of Rs.10,000/- each to the Regional Director, Western Region, Mumbai and also to the Official Liquidator, High Court, Bombay. Costs to be paid within four weeks from the date of the Order.

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Filing and issuance of the drawn up order is dispensed with. 13. All concerned authorities to act on a copy of this order along with Scheme duly authenticated by the Company Registrar, High Court, Bombay.

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(S. J. KATHAWALLA, J.)

Chaney Refractories Private Limited Vs

Case brief

What is this about?

What did the court decide?

Chaney Refractories Private Limited Vs

Case brief

What is this about?

What did the court decide?

What the court decided

A compact analysis

Issues for consideration

Statutes considered

Parties & counsel

Coram

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