Disposed

Universal Ferro and Allied Chemicals Ltd. Cin No. U13200MH1956PLC009898 v. -

Bombay HC14 Oct 2014CSD/770/2014

Case brief

AI extract

What is this about?

Under Company Summons No. 770 of 2014, the Bombay High Court dispensed with the convening of meetings for equity shareholders and creditors to approve a Scheme of Amalgamation. This was based on the applicant holding 100% shares directly or through nominees who declared beneficial ownership, and the consent of unsecured creditors or their debts being fully honored.

What did the court decide?

Meeting of shareholders and creditors dispensed with; application granted.

Universal Ferro and Allied Chemicals Ltd. Cin No… — Specific Performance | Bombay HC (2014)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 770 OF 2014

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In the matter of the Companies Act, 1956;

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-And-

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

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-And-

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In the matter of Universal Ferro and Allied Chemicals Limited, a company incorporated under the Companies Act, 1956 and having its registered office at Liberty Building, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai – 400 020;

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-And-

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In the matter of the Scheme of Amalgamation, Universal Ferro and Allied Chemicals Limited (Transferor Company) with Chemicals & Ferro Alloys Private Limited (Transferee Company)

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Universal Ferro and Allied Chemicals ) Limited, a company incorporated under ) the Companies Act, 1956 and having its ) registered office at Liberty Building, Sir ) Vithaldas Thackersey Marg, New ) Marine Lines, Mumbai – 400 020 ) CIN – U13200MH1956PLC009898 ) … Applicant Company

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Page 1 of 4

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Called for Direction

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Mr. Rohaan Cama i/b Bharucha & Partners, Advocate for the Applicant.

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Coram: S.J Kathawalla, J.

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Dated: 14^th October, 2014

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MINUTES OF ORDER

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UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rohaan Cama, Advocate of the Applicant Company, AND UPON READING the Affidavit dated 8^th August 2014, of Mr. R. Ramkumar, Authorised Signatory of the Applicant Company in Support of the Company Summons for Directions and exhibits referred to therein IT IS ORDERED THAT :

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The convening and holding the meeting of Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation, Universal Ferro and Allied Chemicals Limited, Transferor Company with Chemicals and Ferro Alloys Private Limited, Transferee Company, is dispensed in view of averment made in Paragraph 17A of the Affidavit in support of the Company Summons of Directions stating therein that the Applicant Company has seven equity shareholders and a list of equity shareholders is annexed in Exhibit T to the Affidavit in support of the Company Summons for Direction. One of the shareholders M/s. Chemicals and Ferro Alloys Private Limited that is to say the Transferee Company is holding 100% equity shares of the Transferor Company along with its six nominee shareholders. The said six nominee shareholders of the Applicant Company

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Page 2 of 4

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have given their declaration that the Transferee Company, M/s. Chemicals and Ferro Alloys Private Limited is the beneficial owner of the shares held by them, and accordingly have submitted Form MGT-6 as per Section 89 of the Companies Act, 2013 to the Registrar of Companies which are annexed as Exhibit U and V to the Affidavit in support of Company Summons for Direction and in view of such declaration, the consents of the said six nominee equity shareholders are not required. Moreover, M/s. Chemicals and Ferro Alloys Private Limited, the Transferee Company/ holding company, has given its consent which is annexed as Exhibit W to the Affidavit in Support of Company Summons for Direction.

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There are no Secured Creditors of the Applicant Company as mentioned in paragraph No. 17B of the Affidavit in Support of Summons for Direction, hence the question of convening and holding the meeting of Secured Creditors of the Applicant Company does not arise.

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The convening and holding the meeting of Unsecured Creditors of the Applicant Company, for the purposes of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation, Universal Ferro and Allied Chemicals, Transferor Company with Chemicals and Ferro Alloys Private Limited, Transferee Company, is dispensed in view of the consents given by some of the Unsecured Creditors of the Applicant Company which are annexed as Exhibits K, L, M, N, O, P, Q, R and S to the Affidavit in support of the Company Summons for Direction and

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Page 3 of 4

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in view of the averment made in Paragraph 16 stating therein that the Applicant Company undertakes to pay the dues of the Sales Tax Authority, as and when payable. The unsecured creditor i.e. SICOM who has not given their consent to the proposed scheme of amalgamation, it is stated that the interest of the said unsecured creditor is not affected by the said scheme of amalgamation as no compromise or sacrifice has been called from the said unsecured creditor and the Applicant Company undertakes to issue individual notice of date of hearing of the Petition to the said unsecured creditor by R.P.A.D and also publish the same in two local newspapers as per direction of The Court. The said undertaking is accepted.

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(S. J Kathawalla, J.)

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Page 4 of 4

Universal Ferro and Allied Chemicals Ltd. Cin No. U13200MH1956PLC009898 v. -

Case brief

What is this about?

What did the court decide?

Universal Ferro and Allied Chemicals Ltd. Cin No. U13200MH1956PLC009898 v. -

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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