Disposed

Waluj Investments and Trading Company Pvt. Ltd. v. -

Bombay HC5 Dec 2014CSD/866/2014

Case brief

AI extract

What is this about?

The Bombay High Court, via a Company Summons, dispensed with the requirement to convene meetings of equity shareholders and unsecured creditors for approving a proposed scheme of arrangement. The court accepted that unanimous equity shareholder consent satisfied requirements for equity meetings while the nature of the scheme exempted unsecured creditor meetings under Section 391(1)(b), mandating o

What did the court decide?

Meeting of equity shareholders dispensed with due to unanimous consent; meeting of unsecured creditors dispensed with as scheme falls under S. 391(1)(b); company to issue individual notices and publis

Waluj Investments and Trading Company Pvt. Ltd. Vs - — Company and Corporate | Bombay HC (2014)

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION

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COMPANY SUMMONS FOR DIRECTION NO. 866 OF 2014

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In the matter of Companies Act, 1956, (1 of 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 Scheme of Arrangement between Precicut Technologies Private Limited ( Amalgamating Company 1) AND Aurangabad Motor Manufacturers Limited (Amalgamating Company 2) AND Deccan Carbon Products Limited (Amalgamating Company 3) AND Waluj Investments & Trading Company Private Limited (Amalgamating Company 4) AND Aurangabad Electricals Limited (Amalgamated Company / Demerged Company) AND BG Fastening and Engineering Industries Limited (Resulting Company) AND their respective shareholders and Creditors

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W alu j I n v est m en t s & ) Tr adin g Com pan y Pr iv at e ) Lim it ed, a company ) incorporated under the ) provisions of Companies Act, 1956, having its Registered ) office at 1184/ 4 Gokul Nagar ) B, FC Road, Pune – 411005, Maharashtra, India.

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)

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……Applicant Company

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Called Su m m on s for Dir ect ion s for h ear in g

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

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Page 1 of 4

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Coram: S.J.KATHAWALLA, J

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Date: 5^th December 2014

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MI NUTES OF THE ORDER

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UPON the application of the Applicant Company above named by a Company Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by M/ S Hemant Sethi & Co., Advocates for the Applicant Company AND UPON READING the Affidavit dated 7^th day of November, 2014 of Mr. Prem Chand Agrawal, Authorized Representative of the Applicant Company, in support of Company Summons for Directions and the Exhibits therein referred to, IT IS ORDERED:

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That convening and holding the meeting of the Equity Shareholders of the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Precicut Technologies Private Limited, (Amalgamating Company 1) AND Aurangabad Motor Manufacturers Limited (Amalgamating Company 2) AND Deccan Carbon Products Limited (Amalgamating Company 3) AND Waluj Investments & Trading Company Private Limited (Amalgamating Company 4) AND Aurangabad Electricals Limited (Amalgamated Company / Demerged Company) AND BG Fastening and Engineering Industries Limited (Resulting Company) AND their respective shareholders and Creditors is dispensed with in view of consent given by all the five Equity Shareholders of the Applicant Company which are annexed as Ex h ibit s ‘C-1 ’ t o ‘C-5 ’ to the Affidavit in support of Company Summons for Direction.

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Page 2 of 4

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That the question of convening and holding the meeting of Secured Creditors did not arise since there are no Secured Creditors in the Applicant Company as stated in paragraph 13 of the Affidavit in support of Summons for Directions.

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That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Precicut Technologies Private Limited, (Amalgamating Company 1) AND Aurangabad Motor Manufacturers Limited (Amalgamating Company 2) AND Deccan Carbon Products Limited (Amalgamating Company 3) AND Waluj Investments & Trading Company Private Limited (Amalgamating Company 4) AND Aurangabad Electricals Limited (Amalgamated Company / Demerged Company) AND BG Fastening and Engineering Industries Limited (Resulting Company) AND their respective shareholders and Creditors, is dispensed with in view of averments made in paragraph 14 of the Affidavit in support of Company summons for Direction, inter -alia stating that the present Scheme is an Arrangement between the Applicant Company and its shareholders and creditors as contemplated under Section 391(1)(b) and not in accordance with the provisions of Section 391(1)(a) of the Companies Act, 1956 as there is no Compromise and/ or Arrangement with the Unsecured Creditors as no sacrifice is called for and in terms of the proposed Scheme the Amalgamated Company will take over all the assets and liabilities of the Applicant

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Page 3 of 4

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Company and that the Applicant Company undertakes to issue individual notice of the date of hearing of petition to all its Unsecured Creditors and also publish notices the same in ‘“Indian Express”’ in English language and translation thereof in and ‘Loksatta’ in Marathi Language both having circulation in Pune. The said undertaking is accepted.

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(S.J.KATHAWALLA, J)

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Page 4 of 4

Waluj Investments and Trading Company Pvt. Ltd. v. -

Case brief

What is this about?

What did the court decide?

Waluj Investments and Trading Company Pvt. Ltd. v. -

Case brief

What is this about?

What did the court decide?

What the court decided

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