• LEGAL & CORPORATE

Notice is hereby given that by an order dated March 1, 2017 the Mumbai Bench of the National Company Law Tribunal has directed a meeting to be held of the equity shareholders of the saidApplicant company for the purpose of considering, and if thought fit, approving with or without modification, the arrangement (i.e. Scheme of Amalgamation of Dhruva Holdings Private Limited and DKM Investment and Trading Private Limited with Dhamm Steel Services Private Limited and their respective shareholders) proposed to be made between the said Applicant Company and equity shareholder of the Applicant Company aforesaid.

In pursuance of the said order and as directed therein further notice is hereby given that a meeting of the equity shareholders of the said Applicant Company will be held at Onlooker Building, 1st Floor, Room No. 7 & 8, Sir P. M. Road, Fort, Mumbai – 400 001 on 10th day of April, 2017 at 12:00 o’clock in the afternoon at which time and place the said equity shareholders are requested to attend.

Copies of the said arrangement (i.e. Scheme of Amalgamation of Dhruva Holdings Private Limited and DKM Investment and Trading Private Limited with Dhamm Steel Services Private Limited and their respective shareholders), and of the statement under section 230 can be obtained free of charge at the registered office of the company or at the office of its Advocates, M/s Fortitude Law Associates at B-504, Prathamesh Tower, Raghuvanshi Mills Compound, Lower Parel, Mumbai-400013. Persons entitled to attend and vote at the meeting, may vote in person or by proxy, provided that all proxies in the prescribed form are deposited at the registered office of the Applicant Company at Onlooker Building, 1stFloor, Room No. 7 & 8, Sir P. M. Road, Fort, Mumbai – 400 001 not later than 48 hours before the meeting.

Forms of proxy can be had at the registered office of the Applicant Company.

The Tribunal has appointed Shri Sriratan Moondhra, Director of the Applicant Company and failing him, Shri Kusum Moondhra, Director of the Applicant Company and failing her, Mr. Vijay Thaker, Authorised Signatory of the Applicant Company, as chairperson of the said meeting. The above mentioned amalgamation, if approved by the meeting, will be subject to the subsequent approval of the Tribunal.

Dated this 8th day of March, 2017

Chairperson appointed for the meeting

1. Pursuant to an Order dated March 1, 2017 passed by the Hon’ble National Company Law Tribunal,Mumbai Bench (“NCLT”/ “Tribunal”) at Mumbai in Company Scheme Application No. 35 of 2017 filed by Dhamm Steel Services Private Limited (“Applicant Company”), a meeting of the equity shareholders of the Applicant Company shall be convened and held at Onlooker Building, 1stFloor, Room No. 7 & 8, Sir P. M. Road, Fort, Mumbai – 400 001 on April 10, 2017 at 12:00 o’clockfor the purpose of considering and if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed scheme of amalgamation of Dhruva Holdings Private Limited (“Transferor Company No. 1”) and DKM Investment and Trading Private Limited (“Transferor Company No. 2”) (both Transferor Companies shall be collectively referred to as “Transferor Companies”) with the Applicant Company and their respective shareholders(“Scheme” or “Scheme of Amalgamation”). A copy of the Scheme setting out details of parties involved in the proposed Scheme, appointed date, effective date, share exchange ratio etc. is attached herewith and forms a part of this Notice/Explanatory Statement.
2. The details of the amalgamation are captured in the scheme attached with the Notice.
3. The Scheme captures the details of the Applicant Company including name, date of incorporation, type of company, registered office address, main business carried on by the Applicant Company, details of capital structure of the Applicant Company including authorised, issued, subscribed and paid up share capital.
4. The Permanent Account Number of the Applicant Company is AABCD0558L.
5. The Corporate Identification Number of the Company is U72200MH2000PTC124398.
6. The summary of main objects of the Applicant Company as per the memorandum of association is as follows:
   1. "To carry on its principal business, the business of Investment Company and to invest in and acquire and hold, sell, purchase or otherwise deal in land, buildings, properties, shares, stocks, debentures, debenture stocks, bonds, obligations and securities issued or guaranteed by any company constituted or carrying on business in India or elsewhere and debentures, debenture stocks, bonds, obligations and securities issued or guaranteed by any Government, state, dominion, sovereign ruler, commissioner, public body or authority supreme, municipal, local or otherwise, whether in India or elsewhere.
   2. To do business of selling and buying of coal, coke, steel, scrap, minerals, export and import of goods to any place inside or outside of India Republic and also to act as commission agents.
   3. To acquire any such shares, stocks, debentures, debenture stocks, bonds, obligations or securities by original subscription, participation in syndicates, tender, purchase, exchange or otherwise, and to subscribe for the same, either conditionally or otherwise, and to guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof.
   4. To guarantee the payment of money unsecured or secured by or payable under or in respect of promissory notes, bonds, debentures, debenture stocks, mortgages, charges, obligations, instructions and securities of any company or of any authority, supreme, municipal, local or otherwise or of any person, whomsoever, whether incorporated or not and generally to guarantee or become sureties for the performance of any contracts or obligations."
7. The name and address of the Directors of the Applicant Company are as follows:
   

   Sr. No.	Name of the Director	Address
   1.	Mr. Shriratan Devkishan Moondhra	91, 9th Floor, Tenerife, ,Little Gibbs Road, Malabar Hill,  Mumbai 400006
   2.	Mrs. Kusum Sriratan Moondhra	91, 9th Floor, Tenerife, ,Little Gibbs Road, Malabar Hill,  Mumbai 400006

8. The name and address of the Promoters of the Applicant Company are as follows:
   
   

   Sr. No.	Name of the Promoter	Address
   1.	Dhruv Moondhra	Flat 52B,Darshan Apartment, Malabar Hill CHS Ltd. , Malabar Hill,  Mumbai 400006
   2.	Kusum Moondhra	91, 9th Floor, Tenerife, ,Little Gibbs Road, Malabar Hill,  Mumbai 400006

9. The email address of the Applicant Company is info@dhamm.com and its website address is www.dhamm.com.
10. During the last five years, there has been no change in the name, registered office and main objects (which are summarized above) of the Applicant Company.
11. It may be noted that the Applicant Company is a private limited company and its securities are not listed on any stock exchange.
12. It may be noted that except for the common shareholding in Transferor Company No. 1,Transferor Company No. 2 and the Applicant Company, no relationship subsists between the parties to the Scheme.
13. The proposed amalgamation of Transferor Company No. 1 and Transferor Company No. 2 with the Applicant Company and their respective shareholderswill be such that all the assets and liabilities of Transferor Company No. 1 and Transferor Company No. 2 would be transferred to and vested in the Applicant Company.
14. The Board of Directors of the Applicant Company viz. Mr. Shriratan Devkishan Moondhra and Mrs. Kusum Sriratan Moondhra have at their meeting held on September 28, 2016 unanimously approved the Scheme.
15. For the purpose of the Scheme the appointed date is September 28, 2016 and Effective date has been defined as “the last of the dates on which the certified copies of the Orders of the High Court’s/NCLT approving this Scheme is filed with the jurisdictional registrar of companies by the Applicant Company after the necessary consents, approvals, permissions, resolutions, agreements, sanction and orders are obtained".
16. The share exchange ratio shall be as follows:
    1. For shareholders of Transferor Company No. 1:
       
       1 (one) fully paid up equity shares of Rs. 10/- (Rupees Ten only) each of the Applicant Company credited as fully paid up, for every 50 (fifty) equity shares of Rs. 100/- (Rupees Hundred only) each held by him/her/it in Transferor Company No. 1; and
       
       1 (one) fully paid up 12% redeemable cumulative preference shares of Rs. 100/- (Rupees Hundred only) of the Applicant Company credited as fully paid up, for every 12% redeemable cumulative preference shares of Rs. 100/- (Rupees Hundred only) each held by him/her/it in Transferor Company No. 1.
    
    
    2. For shareholders of Transferor Company No. 2:
       
       1 (one) fully paid up equity shares of Rs. 10/- (Rupees Ten only) each of the Applicant Company credited as fully paid up, for every 50 (fifty) equity shares of Rs. 100/- (Rupees Hundred only) each held by him/her/it in Transferor Company No. 2.
17. For the purpose of arriving at the share exchange ratio, an independent Valuation Report from M/S G.R. Modi & Co, Chartered Accountants dated 29th September, 2016 has been obtained. Basis of valuation for Transferor Company No. 1,Transferor Company No. 2 and for Applicant Company is net asset value approachand in effect, it has been stated in the valuation report that a fair equity share entitlement ratio would mean shareholders of Transferor Company No. 1 will get 1(one)equity shares of Applicant Company for every 50(fifty) equity shares held by them in Transferor Company No. 1.Further, the shareholders of Dhruva will get and 1 (one) fully paid up 12% of redeemable cumulative preference share of the Applicant Company for every 12% redeemable cumulative preference share held by them in Transferor Company No. 1.Likewise,it has been stated in the valuation report that a fair equity share entitlement ratio would mean shareholders of Transferor Company No. 2 will get 1 (one) equity shares of Applicant Company for every 50 (fifty) equity shares held by them in Transferor Company No. 1. It is further declared that the valuation report is available for inspection by the equity shareholders of Transferor Company No. 1 and Transferor Company No. 2 at the Registered Office of the Applicant Company upto one day prior to the date of the Meeting between 11.00 A.M. to 5.00 P.M. on all working days (except Saturdays, Sundays and public holidays).
18. It is further provided that the proposed Scheme does not contemplate any corporate debt restructuring exercise.
19. The rationale and benefit of the proposed scheme have been duly provided for and captured in the Scheme attached with this notice/explanatory statement.
20. As on the appointed date being September 28, 2016, the amount due to unsecured creditors of the Applicant Company is Rs. 52,31,16,560/- (Rupees Fifty Two CroresThirty One LakhsSixteen Thousand Five Hundred and Sixty only).
21. The Scheme does not have a prejudicial effect on the key managerial personnel, directors, promoters, non-promoter members, creditors, employees of the Applicant Company, as no sacrifice or waiver is, at all, called from them nor are their rights sought to be modified in any manner.
22. None of the Directors, Promoters, Key Managerial Personnel, Creditors and Employees of the Applicant Company respectively have any material personal interest in the Scheme, save to the extent of shares held by the Directors in the Applicant Company, if any.
23. No investigation proceedings have been instituted or are pending in relation to the ApplicantCompany under the Companies Act, 2013.
24. The following documents are available for obtaining extract from or for making or obtaining copies of or for inspection by the equity shareholders of the Applicant Company at the Registered Office of the Company upto one day prior to the date of the Meeting between 11.00 a.m. to 5.00 p.m. on all working days (except Saturdays, Sundays and public holidays):
    1. latest audited financial statements of the Applicant Company as on March 31, 2016 and provisional financial statements as on September 27, 2016;
    2. copy of the Order of the Tribunal dated March 1, 2017 passed in Company Scheme Application No. 35 of 2017 directing the convening of meeting of the equity shareholders and dispensing with the meeting of the secured and unsecured creditors of the Applicant Company;
    3. copy of the scheme of amalgamation; and
    4. the certificate issued by the auditor of the Applicant Company to the effect that the accounting treatment proposed in the Scheme is in conformity with the Accounting Standards prescribed under section 133 of the Companies Act, 2013.
25. It is further provided that there are no other contracts or agreements that are material to the proposed Scheme.
26. It is confirmed that the copy of the draft Scheme has been filed with the Registrar of Companies, Mumbai. In compliance with the requirement of Section 230(5) of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, notice in the prescribed form and seeking approvals, sanctions or no-objections shall be served to the concerned regulatory and government authorities for the purpose of the proposed Scheme. No other approvals from regulators or governmental authorities are required at this stage nor any have been received or are pending in respect of the proposed Scheme.
27. In view of the information provided hereinabove and the documents attached alongwith this Notice and Explanatory statement, the requirements of Section 232(2) of the Companies Act, 2013 have been complied with.
28. A copy of the Scheme and Explanatory Statement and form of proxy may be obtained from the Registered Office of the Company at Onlooker Building, 1st Floor, Room No. 7 & 8, Sir P. M. Road, Fort, Mumbai – 400 001.
29. The person to whom this notice is sent may vote in the meeting either in person or proxy.
30. The report adopted by the directors of the merging companies explaining effect of compromise on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders laying out in particular the share exchange ratio, specifying any special valuation difficulties is attached with the notice.

Registered Office:
Onlooker Building, 1st Floor, Room No. 7 & 8, Sir P. M. Road, Fort, Mumbai – 400 001