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In Re: v. Jindal Stainless Limited And Ors

In Re: v. Jindal Stainless Limited And Ors

(National Company Law Tribunal, Chandigarh)

CP (CAA) No. 35/Chd/Hry/2022 | 13-07-2022

1. This is a Joint Second Motion company petition filed by the Petitioner-Companies, namely, Jindal Stainless Limited (Petitioner Company No. 1/Amalgamated Company), Jindal Stainless (Hisar) Limited (Petitioner Company No. 2/Amalgamating Company No. 1), JSL Lifestyle Limited (Petitioner Company No. 3/Amalgamating Company No. 2), JSL Media Limited (Petitioner Company No. 4/Amalgamating Company No. 3), Jindal Stainless Corporate Management Services Private Limited (Petitioner Company No. 5/Amalgamating Company No. 4) and Jindal Lifestyle Limited (Petitioner Company No. 6/Resulting Company) Under Sections 230 to 232 and Section 66 of the Companies Act, 2013 read with Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for Brevity "Rules").

2. In its petition, the petitioner companies have prayed inter alia to issue directions in relation to publication in the press and notices to be issued to the authorities concerned in relation to the date of hearing of the petition and calling for objections.

3. The First Motion application seeking directions for Dispensing/Convening with the meetings of the Equity Shareholders and Secured and Unsecured Creditors of all the Applicant Companies was filed before this Tribunal vide Company Application No. CA (CAA) No. 14/Chd/Hry/2021 and based on such application moved under Sections 230-232 of the Companies Act, 2013, (for brevity, the Act') necessary directions were issued on 25.02.2022. In the order dated 25.02.2022, the meetings of equity shareholders of Applicant Companies Nos. 3, 4, 5 and 6 and Secured Creditors of Applicant Companies Nos. 4, 5 and 6 and Unsecured Creditors of Applicant Companies No. 4, 5 and 6 were dispensed with for the reasons mentioned in the aforesaid order. The meetings of equity shareholders, secured creditors and unsecured creditors of Applicant Companies Nos. 1 and 2 were to be convened on 23.04.2022. The meetings of equity shareholders, secured creditors and unsecured creditors of Applicant Company Nos. 3 were to be convened on 24.04.2022.

4. The appointed Chairperson, Alternate Chairperson and Scrutinizer have filed their reports which are detailed as hereunder:-

As per Chairperson's Reports dated 28.04.2022, the proposed scheme has been approved by 99.99% of the total votes (In terms of value) in case of Equity Shareholders of Applicant Company No. 1, 100% of the total votes (In terms of value) in case of Secured Creditors of the Applicant Company No. 1 and 99.35% of the total votes (In terms of value) in case of Unsecured Creditors of the Applicant Company No. 1.

As per Chairperson's Reports dated 29.04.2022, the proposed scheme has been approved by 99.99% of the total votes (In terms of value) in case of Equity Shareholders of Applicant Company No. 2, 100% of the total votes (In terms of value) in case of Secured and Unsecured Creditors of the Applicant Company No. 2.

As per Chairperson's Reports dated 28.04.2022, the proposed scheme has been approved by 100% of the total votes (In terms of value) in case of Secured Creditors of Applicant Company No. 3, 99.95% of the total votes (In terms of value) in case of Unsecured Creditors of the Applicant Company No. 3.

5. The notice of hearing be advertised in "Financial Express" (English) and "Jansatta" (Hindi), both in Delhi NCR Edition; not less than 10 days before the aforesaid date fixed for hearing.

6. In addition to the above public notice, the Petitioner Company shall serve the notice of the petition on the following Authorities namely, (a) Central Government through Regional Director (Northern Region), Ministry of Corporate Affairs; New Delhi (b) the Official Liquidator attached to Punjab and Haryana High Court; (c) Concerned Registrar of Companies (d) Jurisdictional Income Tax Authority by mentioning the PAN of the Companies; in case of Petitioner Company No. 1/Amalgamated Company and Petitioner Company No. 2/Amalgamating Company No. 1 shall also send notices to (v) Securities Exchange Board of India (SEBI) (vi) National Stock Exchange Board of India (NSE) (vii) Bombay Stock Exchange Board of India (BSE); along with a copy of this petition by speed post immediately.

7. The petitioner-companies shall at least 7 days before the date of hearing of the petition file an affidavit of service regarding newspaper publication with newspaper clippings as well as service of notices on the authorities specified above, including the sectoral regulator as well as objectors, if any. Objections, if any, to the 'Scheme' contemplated by the authorities to whom notice has been given may be filed on or before the date of hearing fixed herein, failing which it will be considered that there is no objection to the approval of the 'Scheme' on the part of the authorities and this Tribunal will proceed in the matter, subject to other conditions being satisfied as may be applicable under the Companies Act, 2013 and relevant rules framed thereunder. The petitioner companies shall also file an affidavit stating the objection(s) if any, received from the public pursuant to publication of notice of hearing in the newspapers.

8. The next date of hearing of the petition shall be on 18.10.2022 for the consideration of the approval of the scheme as contemplated between the petitioner companies.

9. The Registry shall also report before the date fixed as to whether any objection has been received to the proposed 'Scheme'.

Advocate List
  • Rohit Khanna

Bench
  • Subrata Kumar Dash, Member (T)
  • Harnam Singh Thakur, Member (J)
Eq Citations
  • LQ
  • LQ/NCLT/2022/1494
Head Note

Companies Act, 2013 — Scheme of amalgamation — Filed jointly by amalgamating and amalgamated companies — Approval of scheme by equity & secured & unsecured creditors — Notice of hearing to be advertised in Financial Express & Jansatta — Notices to be served on Regional Director, Official Liquidator, Registrar of Companies, Jurisdictional Income Tax Authority, SEBI, NSE & BSE — Objections, if any, to be filed 7 days prior to hearing — Matter posted for consideration of Scheme’s approval on 18.10.2022\n(Paras 5, 6, 7 and 8)