Jai : Intimation of amalgamation of UIWAPL with UIVCL

Jai Corp Limited

Corporate Office: #603, Embassy Centre, Backbay Reclamation, Nariman Point,

Mumbai- 400 021. Tel: [phone]; E-mail: [e-mail]/

E-mail for investors: [e-mail]

CIN: L17120MH1985PLC036500 website: www.jaicorpindia.com

March 19, 2024

The Manager Listing Compliances,

BSE Ltd.

The Manager, Listing Department,

National Stock Exchange of India Ltd.

Sub: Amalgamation of a wholly-ownedstep down subsidiary with its immediate

holding company, also a wholly-owned subsidiary.

Ref.: Regulation 30 of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015

Please be informed that the Hon'ble Mumbai Bench of the National Company Law Tribunal, has approved the amalgamation of UI Wealth Advisors Private Limited (a wholly-owned Step down subsidiary of the Company) with its immediate holding company Urban Infrastructure Venture Capital Limited (a wholly-owned subsidiary of the Company).

As the accounts of both these companies are already consolidated with the financial results of the Company, the amalgamation order will not have any material impact.

Copy of the Order is attached.

Kindly acknowledge receipt.

Thanking you,

Yours faithfully,

For Jai Corp Limited

Company Secretary

Encl.: As Above.

_________________________________________________________________________________

Regd. Office:A-3, M.I.D.C. Indl. Area, Nanded-431 603, Maharashtra.

THE NATIONAL	COMPANY	LAW		TRIBUNAL,
MUMBAI	BENCH,		-1
COURT
			CP		(CAA). 46/MB/2021
						C/W
			C.A.	(CAA)	1227/MB/2019
			In	the matter of:
		Sections 232 r/w Section 230 and other
			relevant	provisions of
		The Companies Act, 2013 read with
		Companies	(Compromises,	Arrangements	and
		Amalgamations)	Rules, 2016
					And
			In the	matter of
			Scheme		of Amalgamation
UI Wealth Advisors Private	Limited	...Petitioner Company	1/
CIN: U74140MH2008PTC187622
		Transferor Company
Urban Infrastructure Venture Capital
Limited			...Petitioner Company	1/
CIN: U67190MH2005PLC158049
		Transferee Company
("Collectively	referred as Applicant	Companies")
			Order delivered on 23.02.2024
Coram:
Shri Prabhat Kumar			Justice	V.G.	Bisht (Retd.)
Hon'ble Member (Technical)		Hon'ble Member (Judicial)

THE NATIONAL	COMPANY	LAW	TRIBUNAL,
MUMBAI	BENCH,	COURT-1
			CP	(CAA).	46/MB/2021
			C.A.		C/W
			(CAA) 1227/MB/2019
Appearances (through)

For the Applicant(s)	:	:	Ankur Kumar	i/b	Ezy	Laws,
			Advocates	for	the	Petitioner
			Companies.

ORDER

1. The Petitioner Companies through its advocate stated that the Petitioner Companies had filed Company Scheme Application seeking dispensation from convening of meeting of the

Shareholders and Creditors

of the Petitioner Companies.

2. That the present Company Scheme Petition, under Section 230-232of the Companies Act, 2013 and other relevant provisions of the Act has been filed on behalf of the Petitioner Companies on 26 February 2021 seeking sanction from this Tribunal to the Scheme of Merger amongst UI Wealth Advisors Private Ltd. (Transferor Company) and Urban Infrastructure Venture Capital Ltd. (Transferee Company) and their respective shareholders. The Transferor Company is

a

wholly owned subsidiary

of the Transferee Company.

3. The Petitioner Companies have complied with all the requirements in terms of the order dated 04 December 2020 in C.A. (CAA) 1227/MB/2019 and have filed necessary

affidavits	of	compliance	in	this	Tribunal.	Moreover,	the
Petitioner	Companies undertake	to	comply	with	all	the

THE	NATIONAL	COMPANY
	BENCH,
	MUMBAI

a
statutory	requirements,	if	any,
the Rules			.
made thereunder

LAW TRIBUNAL,
	-1
COURT
	CP	.	46/MB/2021
	(CAA)		C/W
			eee
	C.A.	(CAA) 1227/MB/2019
as	required	under	the	Act and

			of Directors	of the	Petitioner	Company	10.	1	and
4.	The	Boards
		Board	meetings		held
			Company	2	in	their	respective
	Petitioner
				the Scheme	of Merger	between
			2018 have		approved
	on	22 May

the

Petitioner

.

Companies

rationale

and

benefits

of

the

Scheme

are

as

follows:

5.

The

Company

is

the

holding company

of the

Transferor

a.

The

Transferee

share

capital

of

the

Transferor

and

1 00%

of the

equity

Company

Company

and

its

nominees

is

held

by

the

Transferee

Company

of

shareholding

on

the

date

there

is

no

changes

in

the

said

and

filing

of this

petition;

and

the

Transferee

A

consolidation

of

the

Transferor

Company

b.

creation

would

therefore lead

Company

by way

of Amalgamation

.

of

a

linear shareholding

structure

Transferor Company

would

stand

the

Amalgamation,

the

c.

Post

the

yationalization

of

holding

and

this

will

enable

dissolved

4

reduction

in

overall

decrease

in

compliance,

structure,

a

and

eliminate

work

administrative

costs

and

procedural

.

of work

and an

increase

in

operational

efficiencies

duplication

and

shall be

burden

will

not

impose

any

additional

d.

The Scheme

of the

shareholders,

creditors,

in

the

best

interests

beneficial

and

and

the

Transferee

employees,

of

the

Transferor

Company

Company

all concerned

as

a

whole.

COMPANY

LAW

TRIBUNAL,

NATIONAL

1

THE

-

MUMBAI

BENCH,

COURT

C.A. (CAA)

1227/MB/2019

of

the

Scheme,

the

objects

of

the

to

the

implementation

can

be

e.

Pursuant

Company

and

the

Transferee

Transferor

Company

carried

on

by

4

economically

and

advantageously

conveniently,

single

.

operations

of

the

entity

affect

the

normal

business

will

not

Scheme

f

The

the

.

but

would

improve

same

Transferee

Company,

will

be

for

the

Scheme

of

Amalgamation

sanctioning

of the

No.1

and

g.

The

Company

/Petitioner

Company

of the

Transferor

benefit

Company

No.2

/

Petitioner

Company

Transferee

for

the

Amalgamation

has been

set

consideration

clause

clause

for

6.

The

consideration

Scheme

and

the

14

of

the

'-

out

in

clause

which

1s

as

follows

out

in

the

Scheme

set

merger

has

been

DISCHARGE

OF

CONSIDERATION

subsidiary

of the

is

4

wholly

owned

Company

The

Transferor

to

restructure

intended

The

Scheme

is

.

and

Transferee

Company

in

more

efficient

Company

the

Transferor

of

with

the

activities

Company,

consistent

in

the

Transferee

manner,

focused

not involve

any

movement

and does

diverse

needs

of the

business

by

the

controlled

outside

the

group

to

any

company

of

assets

Transferor

shareholder

of

the

.

Also,

the

the

Transferee

Company

and

its

nominees,

the

Transferee

Company

being

of

the

Company

shares

to

shareholder

cannot

issue

Company

itself,

Transferee

Company

the

Transferee

being

Transferor

Company

Scheme

being an

in

India

and

the

Applicable

Laws

pursuant

to

Company

the

Transferee

between

restructuring

group

shall

not

internal

Company

Transferee

the

Company,

the

Transferor

and

THE

NATIONAL

COMPANY

LAW

TRIBUNAL,

MUMBAI

BENCH,

COURT-1

CP

(CAA).

46/MB/2021

C.A.

C/W

(CAA)

1227/MB/2019

d.

The

provisions

of

section

232(3)(i)

of

the

Companies

Act,

2013

as

regards

to

combination

of Authorized

Capital.

It is

further

submitted

that

that

where

the

Transferor

Company

is

dissolved

the

fee

if

any,

paid

by

the

Transferor

Company

on

its

Authorized

Share Capital

shall

be

set

off

against

any

fees

payable

by

the

Transferee

Company

on

its

Authorized

Share

Capital,

subsequent

to

the

Amalgamation,

in

compliance

with

section

232(3)(i)

of

the

Companies

Act,

2013.

e.

the

complaint

raised

by

the

ROC,

Mumbai

on

14

September

2018

bearing

Complaint

Number/SRN

no.

100034081

by

S.K.

Maneshwari

regarding

mismanagement

and

misappropriation has already been closed

by

the

ROC,

Mumbai

and

therefore

there

are

no

further

actions

required

by

the

Transferee

Company

in

respect

of the

said

complaint

raised

by

the

ROC,

Mumbai.

It

is

submitted

that

the

ROC,

Mumbai

has

duly

acknowledged

the

closure

of

the

said

complaint

vide

its email

dated

29

October

202]

addressed

to the

Transferee

Company;

and

f.

The

Transferee

Company will comply with Income Tax

Provisions

in

relation

to

proceedings/claims

under

Income

Tax

Act against

the

Transferor

Company.

8. Mr. Tushar Wagh, Deputy Director, Office of Regional Director

(WR), Mumbai		appeared	on	the date	of	hearing	and	submits that
the	explanations	and	clarifications	given	by	the	Petitioner
Companies	in	rejoinder	are	satisfactory		and	they	have	no	further
objection	to	the	Scheme.