JMC Projects India : NCLT/ Court Convened Meeting

JMC PROJECTS (INDIA) LIMITED

Corporate Identity Number (CIN): L45200GJ1986PLC008717

Registered Office: A‐104, Shapath‐4, Opp. Karnavati Club, S.G. Road, Ahmedabad 380015, Gujarat, India

Phone: [phone] |Fax: [phone]

Email: [e-mail]|Website: www.jmcprojects.com

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS OF

JMC PROJECTS (INDIA) LIMITED PURSUANT TO ORDER DATED 3RD AUGUST, 2022 OF

THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

		MEETING
Day	Tuesday
Date	6th September, 2022
Time	3:00 P.M. (IST)
Mode of Meeting	As per the directions of the Hon'ble National Company Law
		Tribunal, Ahmedabad Bench, the meeting shall be
		conducted through Video Conferencing ("VC") / Other
		Audio Visual Means ("OAVM")
Cut‐off date for e‐Voting	Tuesday, 30th August, 2022
Remote e‐Voting start date and time	Friday, 02nd September, 2022 at 09.00 a.m. (IST)
Remote e‐Voting end date and time	Monday, 05th September, 2022 at 5.00 p.m. (IST)
Sr.		Contents	Page
No.			Nos.
1.	Notice of Meeting of Equity Shareholders of JMC Projects (India) Limited	1‐13
	("Notice")
2.	Statement under Sections 230 and 232 read with Section 102 and other	14‐33
	applicable provisions of the Companies Act, 2013 ("Act") and Rule 6 of the
	Companies (Compromises, Arrangements and Amalgamations) Rules, 2016
	("CAA Rules")
3.	Annexure I		34‐56
	Scheme of Amalgamation of JMC Projects (India) Limited ("Company" or
	"Transferor Company") with	Kalpataru Power Transmission Limited
	("Transferee Company") and their respective shareholders ("Scheme")
4.	Annexure II and III		57‐79
	Copy of the financial results along with the limited review report of the
	Company and the Transferee Company, respectively, as on 30th June, 2022.
5.	Annexure IV and V		80‐85
	Report of the Board of Directors of the Company and the Transferee
	Company, respectively, pursuant to Section 232(2)(c) of the Act
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6.	Annexure VI	86‐104
	Joint Share Entitlement Ratio Report dated 19th February, 2022 issued by Ms.
	Drushti Desai (Registration No. IBBI/RV/06/2019/10666), Registered Valuer
	and M/s. Ernst & Young Merchant Banking Services LLP (Registration No.
	IBBI/RV‐E/05/2021/155), Registered Valuer ("Share Entitlement Ratio
	Report"), including addendum(s) thereto, issued from time to time
7.	Annexure VII	105‐111
	Fairness Opinion Report dated 19th February, 2022 issued by M/s. Anand
	Rathi Advisors Limited (Registration No. INM000010478), an Independent
	SEBI registered Merchant Banker ("Fairness Opinion")
8.	Annexure VIII and IX	112‐115
	Complaint reports dated 4th April, 2022 submitted by the Company to
	BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"),
	respectively
9.	Annexure X and XI	116‐119
	Observation Letters dated 31st May, 2022 and 31st May, 2022 issued by BSE
	and NSE, respectively
10.	Annexure XII	120‐127
	Details of ongoing adjudication & recovery proceedings, prosecution
	initiated, and all other enforcement action taken, if any, against the
	Company, its promoters and directors

The Notice of the Meeting, Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules (page nos. 1 to 33) and Annexure I to Annexure XII (page nos. 34 to 127) constitute a single and complete set of documents and should be read together as they form an integral part of this document.

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FORM NO. CAA. 2

[Pursuant to Section 230 (3) and rule 6 and 7]

IN THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

CA (CAA) No. 43/NCLT/AHM/2022

IN THE MATTER OF SECTIONS 230 TO 232

AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF AMALGAMATION OF JMC PROJECTS (INDIA) LIMITED WITH

KALPATARU POWER TRANSMISSION LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

JMC Projects (India) Limited, a company	)
incorporated under the Companies Act,	)
1956 having Corporate Identity Number: )
L45200GJ1986PLC008717	and	its	)
registered office at A‐104, Shapath 4, Opp.	)
Karnavati Club, S. G. Road, Ahmedabad -	)
380015, Gujarat, India.			) … Company/ Transferor Company

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS

To,

The Equity Shareholders of

JMC Projects (India) Limited

1. NOTICE is hereby given that, in accordance with the Order dated 3rd August, 2022 in the above mentioned Company Application, passed by the Hon'ble National Company Law Tribunal, Ahmedabad Bench ("Tribunal") ("Tribunal Order"), a Meeting of the Equity Shareholders of the Company, will be held for the purpose of their considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of JMC Projects (India) Limited ("Company" or "Transferor Company") with Kalpataru Power Transmission Limited ("Transferee Company") and their respective shareholders ("Scheme") on Tuesday, 6th September, 2022 at 3:00
   P.M. (IST).
2. Pursuant to the said Tribunal Order and as directed therein, the Meeting of the Equity Shareholders of the Company ("Meeting") will be held through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), in compliance with the applicable provisions of the Companies Act, 2013 ("Act") and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") to consider, and if thought fit, to pass, with or without modification(s), the following resolution for approval of the Scheme by requisite majority as prescribed under Section 230(1) and (6) read with Section 232(1) of the Act and SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated 23rd November, 2021, as amended:

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