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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 ..... rther submits that the First Applicant Company is engaged in the business of purchase and sale of metallic and non-metallic minerals. The Second Applicant Company is in the process of installing a 3.0 MTPA recovery type coke oven plant along with Coke Dry Quenching units for the production of metallurgical coke along with the by-products viz. Coke Oven Gas, Tar, Sulphur and Benzole. The Third Applicant Company is primarily engaged in the business of processing steel and steel products. The Transferee Company is primarily engaged in the business of manufacture and sale of Iron and Steel Products. 3. The Counsel for the Applicants further submit that the Transferor Companies are wholly owned subsidiaries of the Transferee Company and entire share capital of these Transferor Companies are directly or indirectly owned and controlled by the Transferee Company. 4. The Counsel for the Applicants further submits that all the companies under this Scheme of Merger (by absorption) the Transferor Companies are wholly owned subsidiaries of JSW Steel. The rationale for Scheme of Merger (by absorption) of such wholly owned subsidiaries with JSW Steel is as under: * Operational synergies with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ND Dolvi Coke Projects Limited AND JSW Steel Processing Centres Limited AND JSW Steel (Salav) Limited WITH JSW Steel Limited and their respective Shareholders. 9. That at least one month before the said Meeting of the Equity Shareholders of the First, Second and Third Applicant Company to be held as aforesaid, a notice convening the said Meeting at the place date and time as aforesaid, together with a copy of the Scheme, a copy of statement disclosing all material facts as required under Section 230(3) of the Companies Act 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rule, 2016 notified on 14th December, 2016 and the prescribed Form of Proxy, shall be sent by Air Mail / Courier / Registered Post / Hand Delivery / Speed Post or through Email (to those shareholders whose email addresses are duly registered with the Company for the purpose of receiving such notices by email), addressed to each of the Equity Shareholders of the First, Second and Third Applicant Company, at their last known address or email addresses as per the records of the respective Company. 10. That at least one month before the meeting of the Equity Shareholders of the Fir ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Mr. Pritesh Vinay, Authorised Signatory of the Second Applicant Company and failing him Mr. Surendranath Vandakudri, Authorised Signatory of the Second Applicant Company, shall be the Chairman of the aforesaid meeting of the Equity Shareholder of the Second Applicant Company to be held at JSW Centre, Bandra - Kurla Complex, Bandra (East), Mumbai - 400 051, Maharashtra, India on Friday, 15th February, 2019 at 11.00 a.m. or any adjournment or adjournments thereof. The Scrutinizer for the meeting shall be Mr. Sunil Agarwal, Practicing Company Secretary, Sunil Agarwal & Co., Company Secretaries, (COP No. 3286, FCS No. 8706). 14. That Mr. Umesh Rai, Whole Time Director of the Third Applicant Company and failing him, Mr. Jayant Acharya, Director of the Third Applicant Company and failing him, Mr. Sanjay Jayram, Director of the Third Applicant Company and failing him, Mr. Manish Mathur, Company Secretary of the Third Applicant Company and failing him, Mr. Ranganath Tirumala, Authorized Signatory of the Third Applicant Company and failing him, Mr. Pritesh Vinay, Authorised Signatory of the Third Applicant Company and failing him Mr. Surendranath Vandakudri, Authorised Signatory of the Thi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the results of the aforesaid meetings within thirty days of the conclusion of the meetings. 21. The First, Second and Third Applicant Companies are also directed to serve notice along with copy of scheme upon Official Liquidator, pursuant to Section 230(5) of the Companies Act, 2013. M/s. Gondalia & Mandviwala, Chartered Accountants is appointed with a remuneration of Rs. 2,00,000/- for the services. If no response is received by the Tribunal from Official Liquidator within thirty days of the date of receipt of notice, it will be presumed that Official Liquidator has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. 22. The First, Second and Third Applicant Companies are also directed to serve notice along with copy of Scheme upon:- (i) concerned Income Tax Authority with in whose jurisdiction the Transferor Companies assessments are made, (ii) the Central Government through the office of Regional Director, Western Region, Mumbai and (iii) Registrar of Companies 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 th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o undertaking of the Transferor Company is being parted away or being disposed off and hence provisions of Section 180 of the Companies Act, 2013 are also not applicable. 25. The Counsel for the Fourth Applicant / Transferee Company submits that in view of above, no reconstruction or arrangement happens with its shareholders or creditors, and thus, it does not require to hold either shareholders' meeting or creditors' meeting for approval of the proposed Scheme, in view of ratio laid down by this Tribunal in CSA NO 243 of 2017 in the matter of Housing Development Finance Corporation Limited, CSA NO 899 of 2017 in the matter of Mahindra CIE Automotive Limited, CSA NO 915 of 2017 in the matter of Godrej Consumer Products Limited and CSA No. 1019 of 2017 in the matter of Godrej Real Estate Private Limited. The Counsel for the Transferee Company submits that the facts in the present case are similar to the facts of above case therefore no meeting of shareholders and creditors of the Transferee Company is required to be convened. The Counsel for the Applicant Companies further clarifies that the Transferee Company will file petition and comply with the provisions of service of notices ..... X X X X Extracts X X X X X X X X Extracts X X X X
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