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TMI Blog2019 (1) TMI 1807X X X X Extracts X X X X X X X X Extracts X X X X ..... rned Income Tax Authority with in whose jurisdiction the Transferee Company s assessments are made, (ii) the Central Government through the office of Regional Director, Western Region, Mumbai, (iii) Registrar of Companies, Mumbai (iv) BSE Limited (v) National Stock Exchange of India Limited (NSE) with a direction that they may submit their representations, if any, within a period of thirty days from the date of receipt of such notice to the Tribunal with copy of such representations shall simultaneously be served upon the Applicant Company, failing which, it shall be presumed that the authorities have no representations to make on the proposals. The Applicant Companies to file affidavit of service in the Registry proving dispatch of notices to the shareholders and Creditors, publication of notices in newspapers and service of notice to the regulatory authorities as stated above and do report to this Tribunal that the directions regarding the issue of notices have been duly complied with. - C.A.(CAA)/1615/MB/2018 - - - Dated:- 3-1-2019 - Hon ble Bhaskara Pantula Mohan, Member (J) And Hon ble V. Nallasenapathy, Member (T) For the Applicant: Mr. Hemant Sethi i/b Hemant Se ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... consolidation of financials at the group level. 5. The Counsel for the Applicants states that the registered office of the Transferor Company 4, namely JSW Steel (Salav) Limited ( JSW Salav ), is in Ahmedabad, Gujarat. The Transferor Company 4 has filed separate Company Application before NCLT, Ahmedabad Bench for sanction of the Scheme of Merger (by Absorption). 6. That the meeting of the Equity Shareholders of the First Applicant Company be convened and held at JSW Centre, Bandra - Kurla Complex, Bandra (East), Mumbai 400 051, Maharashtra, India on Friday, 15th February, 2019 at 10.00 a.m. for the purpose of considering and, if thought fit, approving with or without modification(s) the proposed Scheme of Merger (by absorption) of Dolvi Minerals Metals Private Limited AND Dolvi Coke Projects Limited AND JSW Steel Processing Centres Limited AND JSW Steel (Salav) Limited WITH JSW Steel Limited and their respective Shareholders. 7. That the meeting of the Equity Shareholders of the Second Applicant Company be convened and held at JSW Centre, Bandra - Kurla Complex, Bandra (East), Mumbai 400 051, Maharashtra, India on Friday, 15th February, 2019 at 11.00 a.m. for the pu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ee of charge at the Registered Office of the respective Company as aforesaid and / or at the office of its Advocates, M/s. Hemant Sethi Co., 1602 Nav Parmanu, Behind Amar Cinema, Chembur, Mumbai 400 071. 11. That the Notice of the Meetings shall be advertised in two local newspapers viz. Free Press Journal in English and Navshakti in Marathi, both circulated in Mumbai by the First, Second and Third Applicant Company not less 30 days before the date fixed for the meeting. 12. That Mr. Anunay Kumar, Director of the First Applicant Company and failing him, Mrs. Saswati Goswami, Director of the First Applicant Company and failing her, Mr. G S Rathore, Director of the First Applicant Company and failing him, Ms. Saania Joshi, Company Secretary of the First Applicant Company and failing her, Mr. Ranganath Tirumala, Authorized Signatory of the First Applicant Company and failing him, Mr. Pritesh Vinay, Authorised Signatory of the First Applicant Company and failing him, Mr. Surendranath Vandakudri, Authorised Signatory of the First Applicant Company shall be the Chairman of the aforesaid meeting of the Equity Shareholder of the First Applicant Company to be held at JSW Centr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany Secretaries, (COP No. 3286, FCS No. 8706). 15. That the Chairman appointed for the aforesaid Meeting to issue the notices of the Meeting referred to above. The said Chairman shall have all powers under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the conduct of the meeting(s), including for deciding procedural questions that may arise or at any adjournment thereof or any other matter including an amendment to the Scheme or resolution, if any, proposed at the meeting by any person(s). 16. That the quorum of the aforesaid meeting of the Equity Shareholders shall be as prescribed under Section 103 of the Companies Act, 2013. 17. That voting by proxy or authorized representative in case of body corporate be permitted, provided that a proxy in the prescribed form/ authorisation duly signed by the person entitled to attend and vote at the meetings, are filed with the respective Applicant Company at its Registered Office at JSW Centre, Bandra - Kurla Complex, Bandra (East), Mumbai 400 051, Maharashtra, India, not later than, 48 hours before the aforesaid Shareholders meeting as required under Rule 6 of the Companies (Compromises, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... plated under section 230(1)(b) of the Companies Act, 2013 as there is no compromise or arrangement with any of the creditors and the rights of creditors are not affected, all the Secured and Unsecured creditors would be paid off in the ordinary course of business. Hence only meeting of equity shareholders of Transferor Companies is proposed to be held in accordance with provisions of 230(1)(b) of the Companies Act, 2013. This bench hereby directs the Transferor Companies to issue individual notices by Post / Courier / Email / Hand-delivery to all its Creditors to whom amounts are due and payable, as on 31st October, 2018 for Transferor Company 1 and as on 30th September, 2018 for Transferor Company 2 and Transferor Company 3 with a direction that they may submit their representations, if any, to the Tribunal and copy of such representations shall simultaneously be served upon Transferor Companies. 24. The Applicant respectfully submits that: a. Being a merger of wholly owned subsidiary company into its holding company, no shares would be issued or allotted as consideration pursuant to the merger. Accordingly, the rights of members of the Transferee Company is not affected sin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... panies explaining the effect of the amalgamation on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders laying out in particular the share exchange ratio, specifying any special valuation difficulties; (d) the report of the expert with regard to valuation, if any; (e) a supplementary accounting statement, if any, if the last annual accounts of any of the merging companies relate to a financial year ending more than 6 months before the date of service of notice, upon:- (i) concerned Income Tax Authority with in whose jurisdiction the Transferee Company s assessments are made, (ii) the Central Government through the office of Regional Director, Western Region, Mumbai, (iii) Registrar of Companies, Mumbai (iv) BSE Limited (v) National Stock Exchange of India Limited (NSE) with a direction that they may submit their representations, if any, within a period of thirty days from the date of receipt of such notice to the Tribunal with copy of such representations shall simultaneously be served upon the Applicant Company, failing which, it shall be presumed that the authorities have no representations to make on the proposals. 27. The Applicant C ..... X X X X Extracts X X X X X X X X Extracts X X X X
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