M/s. KTC Metals Private Limited v. COMMON ORDER

First Transferee/Resulting Company * * * COMPANY APPLICATION No.1230 of 2012: Between: M/s. KTC Metals Private Limited, A company incorporated under the Companies Act, 1956 having its registered Office at Plot No.401, D.No.10-1-41/2/10, CBM Compound, Govinda Mansion, Waltair Main Road, Visakhapatnam, represented by its Director Chun Seung Chin. … Applicant/ Second Transferee/Resulting Company * * * HON’BLE SRI JUSTICE SANJAY KUMAR COMPANY APPLICATION No.1228 of 2012 COMPANY APPLICATION No.1229 of 2012 COMPANY APPLICATION No.1230 of 2012 COMMON ORDER: These applications are filed to dispense with the meetings of the shareholders of the three companies which have entered into a Scheme of Arrangement and are in the process of seeking the sanction of this Court under Sections 391 and 392 of the Companies Act, 1956.

C.A. No.1228 of 2012 is filed by M/s.KTC Ferro Alloys Private Limited, the Transferor Company. The details of its shareholdings furnished reflect that it has only 2 shareholders. M/s.KTC Korea Co. Ltd., holds 1,21,85,682 of its shares while one Mr.Ju Hyun Ahn holds the remaining one share. The affidavit dated 22.08.2012 executed for and on behalf of KTC Korea Co. Ltd., by its Managing Director, Mr. Ju Hyun Ahn is placed on record and reflects that, having gone through the proposed Scheme of Arrangement, he gave his consent thereto. The certified true copy of the resolution dated 06.08.2012 passed by the Board of Directors of M/s.KTC Korea Co. Ltd., is placed on record and reflects that the Managing Director Ju Hyun Ahn was authorised to sign the necessary documents to convey the consent of the company to the proposed Scheme of Arrangement. A separate affidavit is also filed by the said Managing Director in the capacity of the shareholder of the Transferor Company. This affidavit bears the date 22.08.2012 and reflects that the deponent thereto gave his consent to the proposed Scheme of Arrangement.

C.A. No.1229 of 2012 is filed by M/s.KTC Moly India Private Limited, the first Transferee/Resulting Company, to dispense with the meeting of its shareholders. This company comprises 3 shareholders viz., the Transferor Company which holds 9800 shares, while Mr. Chun Seung Chin holds 100 shares and Dantuluri Appala Satyanarayana Varma holds the balance 100 shares. Affidavits of all these shareholders are placed on record reflecting that they gave their consent to the proposed Scheme of Arrangement after going through the details thereof.

C.A. No.1230 of 2012 is filed by M/s.KTC Metals India Private Limited, the second Transferee/Resulting Company, to dispense with the meeting of its shareholders. This company has only 3 shareholders. The major shareholder is the Transferor Company which holds 9800 equity shares, while Mr. Chun Seung Chin holds 100 shares and Mr. Dantuluri Appala Satyanarayana Varma holds the balance 100 shares. Affidavits have been filed on behalf of these shareholders stating their consent to the proposed Scheme of Arrangement.

In the light of the aforestated facts, it is clear that all the shareholders of the three companies involved in the Scheme of Arrangement have already given their consent to the said Scheme after going through the details thereof. Holding of the meetings of such shareholders is therefore rendered wholly unnecessary. The Company Applications are accordingly allowed dispensing with the meetings of the shareholders of the three companies as prayed for. Date: December 12, 2012. BSB ___________________ SANJAY KUMAR, J. HON’BLE SRI JUSTICE SANJAY KUMAR COMPANY APPLICATION No.1228 of 2012 COMPANY APPLICATION No.1229 of 2012 COMPANY APPLICATION No.1230 of 2012 Date: December 12, 2012 BSB