sebi:WTM/PS/26/CFD/AUG/2013
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Facts / Headnote
Directions against JCPL, its promoters, promoter group and directors vacated; proceedings stand abated; corporate action of debiting JCPL shares and crediting JLL shares permitted subject to compliance with other legal requirements.
Provisions invoked
- s. 19
- s. 12A
Parties
- JCPL
Holding
The proceedings against JCPL initiated by the interim order stand abated and the directions issued against JCPL, its promoters, promoter group and directors stand vacated with immediate effect, as JCPL was dissolved pursuant to the approved scheme of amalgamation with JLL. The corporate action of debiting JCPL shares and crediting JLL shares to shareholders may be completed by the concerned entities, subject to compliance with other requirements under law.
Full text
Page 2 of 3 High Court of Bombay. It was submitted that JLL and JCPL convened the meeting of their respective shareholders, as directed by the Hon'ble High Court, and that the resolution for amalgamation was approved by the respective shareholders on November 22, 2012. The Chairman's report with respect to the meeting and the shareholders' approval pertaining to the amalgamation was submitted before the Hon'ble Court. JLL had submitted that the Hon'ble Court had approved the Scheme of Amalgamation by its Order dated April 12, 2013 giving effect to the amalgamation with retrospective effect from April 01, 2012. It was further submitted that the certified copy of the Court
Page 3 of 3 corporate action with respect to the debiting of shares of JCPL and credit shares of JLL to the shareholders of JCPL, I am of the view that such action could be completed by the concerned entities, subject to compliance with other requirements as may be required under law. In view of the foregoing, I, in exercise of the powers conferred upon me under section 19 of the Securities and Exchange Board of India Act, 1992 read with sections 11(1), 11(2)(j), 11(4) and 11B thereof and section 12A of the Securities Contracts (Regulation) Act, 1956, hereby order accordingly.
order was received on May 04, 2013 and that the same along with Form 21 was filed with the Registrar of Companies, New Delhi on May 13, 2013. JLL has further stated that on submission of such documents with the RoC, JCPL stood dissolved as on May 13, 2013.
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Source: SecMarx — sebi:WTM/PS/26/CFD/AUG/2013. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.