- (1.) Upon the application of the Applicant Companies above named by a Company Application AND UPON HEARING Mr. Manish Ajay Malpani Advocate for the Applicant Companies, AND UPON READING the Applications dated 16th day, of March 2017 along with Exhibits therein, wherein para No. 25 of the application states the reasons that have necessitated the arrangement between the applicant companies are as follows :- "25. The reasons that have necessitated the arrangement between the Applicant Company No. 1, Applicant company No. 2 and Applicant Company No. 3 are as follows:- a. As part of restructuring of the business of the Demerged Company, it is proposed that the Demerged Undertaking 1 and the Demerged Undertaking 2 should be Demerged into JSSPL and JNPL respectively. b. The Demerged Undertaking 1 and the Demerged Undertaking 2 which are proposed to be demerged into the resulting companies require different independent assets and financial requirements coupled with undivided care and attention for the optimum growth, expansion and development in order to pursue their respective business strategies and with their respective expertise. The proposed demerged shall, inter alia, enable the business activities comprised in Demerged Undertaking 1, Demerged Undertaking 2 and remaining business to be carried on with greater focus, efficiency, attention and specialisation for sustained growth and development of their respective business activities", IT IS ORDERED THAT: 1. A meeting of the Equity shareholders of the Applicant Company No. 1 be convened and held at 36/37,Vakharia Industrial Estate, Ram Mandir Road, Goregaon (West), Mumbai - 400104 on 31st May, 2017 at 10.00 A.M for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Arrangement between Jay Equipment and System Private Limited (the Applicant company No. 1) and Jay Storage Solutions Private Limited (The Applicant No. 2 Company) and Jay Novatech Private Limited (The Applicant No. 3 Company) and their respective Shareholders.
(2.) At least 30 clear days before the said Meeting of the Equity Shareholders of the Applicant Company No. 1 to be held as aforesaid, a notice convening the said Meeting at the place, day and time aforesaid, together with a copy of the Scheme, a copy of the explanatory Statement required to be sent under Section 230 of the Companies Act, 2013 and the prescribed Form of Proxy, shall be sent by Registered Post or by Air Mail or by courier or by speed post or by hand delivery to each of the Equity Shareholders of the Applicant Company No. 1 at their respective registered or last known addresses or by e-mail to the registered e-mail address of the equity Shareholders as per the records of the Applicant Company No. 1.
(3.) At least 30 clear days before the Meeting of the Equity Shareholders of the Applicant Company No. 1 to be held as aforesaid, a notice convening the said meeting indicating the place, date and time aforesaid and stating that copies of the scheme and the statement required to be furnished pursuant to Section 230 of the Companies Act, 2013 and that the form of Proxy can be obtained free of charge at the Registered Office of the Applicant Company No. 1 as aforesaid, be published once in "Free Press Journal" in English and "Navshakti" in Marathi, both circulated in Mumbai.;