JUPITER WAGONS LIMITED — M&A Activity 2020

Sep 28, 2020

Commercial Engineers &

Body Builders Co Limited CIN-L24231MP1979PLC049375

Regd. Office: 48, Vandana Vihaar, Narmada Road, Gorakhpur, Jabalpur (M.P.) INDIA Email Id – cs@cebbco.com, Website – www.cebbco.com, Tel – 0761-2661336

CEBBCO/AML/JWL/001 28 September 2020

Listing Department, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 Fax No. 022-2272 3121/2272/2037

To, To, Listing Department, National Stock Exchange of India Limited, 'Exchange Plaza', 5th Floor, Plot No. C/1, G. Block, Bandra Kurla Complex, Bandra (East) Mumbai - 400 051

BSE Security Code: 533272

NSE Symbol: CEBBCO

Dear Madam/Sir,

Sub: Outcome of board meeting held on 28 September 2020.

Ref: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, ("Listing Regulations") read along with the Securities and Exchange Board of India ("SEBI") circular dated 9 September 2015, bearing reference no. CIR/CFD/CMD/4/2015 ("Disclosure Circular").

1. The board of directors of Commercial Engineers & Body Builders Co Limited ("Board of Directors"), at their meeting held today (i.e., 28 September 2020) after considering the report of the Audit Committee of Commercial Engineers & Body Builders Co Limited ("Amalgamated Company"), have considered and approved the scheme of amalgamation of Jupiter Wagons Limited ("Amalgamating Company") (Amalgamating Company being one of the promoters of the Amalgamated Company) into and with the Amalgamated Company and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other rules and regulations framed thereunder ("Scheme of Amalgamation"). The Scheme of Amalgamation contemplates the amalgamation of the Amalgamating Company into and with the Amalgamated Company and the dissolution without winding-up of the Amalgamating Company pursuant thereto (Amalgamating Company and Amalgamated Company collectively referred to as the "Companies").

The Scheme of Amalgamation is subject to statutory and regulatory approvals, including approval from the relevant National Company Law Tribunal, Securities and Exchange Board of India, BSE Limited, the National Stock Exchange of India Limited and such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary.

Factory (Unit I)	: 21,22,33,34, Industrial Area Richhai, Jabalpur - 482010 M.P.,
Factory (Unit II)	: NH12-A, Village Udaipura, Teh. Niwas, Distt. Mandla - 481661 M.P.,
Factory (Unit III)	: Plot No. 690 to 693 & 751 to 756, Sector III, Industrial Area, Pithampur, Distt. Dhar,
Factory (Unit IV)	: Industrial Area Richhai, Jabalpur - 482010 M.P.
Factory (Unit V)	: Plot No. 742, Asangi Phase Area, Saraikela, Jharkhand – 932109,
Factory (Unit VI)	: 118, Village Imlai, Near Deori Railway Station, P.O. Panagar, Jabalpur - 483220

Regd. Office: 48, Vandana Vihaar, Narmada Road, Gorakhpur, Jabalpur (M.P.) INDIA Email Id – cs@cebbco.com, Website – www.cebbco.com, Tel – 0761-2661336

The Appointed Date in terms of the Scheme of Amalgamation is 1 October 2019 or such other date as may be mutually agreed between the Amalgamating Company and the Amalgamated Company and is the date with effect from which the Scheme of Amalgamation shall be effective.

The Scheme of Amalgamation will be filed with the stock exchanges as per the applicable provisions of Regulation 37 of the Listing Regulations read with the SEBI circular dated 10 March 2017, bearing reference no. CFD/D1L3/CIR/20I7/2I, as amended by any other circulars issued from time to time.

The information required to be furnished pursuant to Regulation 30 of the Listing Regulations read with the Disclosure Circular is set out herein below:

(a)	Nameoftheentitiesformingpartoftheamalgamation/merger,details in brief such as,size, turnover etc.	(1) The Amalgamating Company has total assets of INR 500.35 crore,turnover of 812.59 crore and net worth of INR 237.22 crore as on 31March 2020. It is not listed on any stock exchange.(2) The Amalgamated Company has total assets of INR 199.89 crores,turnover of INR 125.74 crore and net worth#of INR 86.64 crore as on31 March 2020. It is listed on BSE and NSE.# Net worth of the Amalgamated Company excludes capital reserves not beingin the nature of free reserve.
(b)	Whetherthetransactionwould fall within relatedparty transactions? If yes,whether the same is doneat "arms' length"	Yes.The transactions contemplated in the Scheme of Amalgamation are beingundertaken at arms' length in accordance with the share exchange ratiowhich has been arrived at on the basis of the: (i) report dated 28September 2020 issued by TR Chaddha & Co LLP, independent charteredaccountants (ICAI Firm Registration Number: 006711N/N500028)recommending the fair equity share exchange ratio; and (ii) report dated28 September 2020 issued by Dhwanit Kashyap Vaidya, registered valuer(IBBI Registration Number: IBBI/RV/06/2019/11411) recommending thefair equity share exchange ratio, supported by a fairness opinion dated 28September 2020 submitted by Systematix Corporate Services Limited, anindependent SEBI registered category-I merchant banker. Further, theScheme of Amalgamation is required to be approved by the requisitemajority of each classes of shareholders and creditors (where applicable)of the Companies in accordance with the directions of the relevantNational Company Law Tribunal and the SEBI circular dated 10 March2017 bearing reference number CFD/DIL3/CIR/2017/21, as amendedfrom time to time and the Scheme of Amalgamation has to be sanctionedby the relevant National Company Law Tribunal having jurisdiction overthe Amalgamating Company and the Amalgamated Company.
(c)	Area of business of theentities	(1) The Amalgamating Company is engaged inter alia in the business ofmanufacturing, casting, forging, rolling, repair and/or maintenance ofrailway wagons (including passenger cars and freight cars), othervehicles, goods carriages, coaches, rolling stock, railway switches,railway crossings, and other railway accessories/components andother ancillary metal products related to the foregoing products, sales

Factory (Unit IV) : Industrial Area Richhai, Jabalpur - 482010 M.P.

Factory (Unit V) : Plot No. 742, Asangi Phase Area, Saraikela, Jharkhand – 932109,

Factory (Unit VI) : 118, Village Imlai, Near Deori Railway Station, P.O. Panagar, Jabalpur - 483220

Regd. Office: 48, Vandana Vihaar, Narmada Road, Gorakhpur, Jabalpur (M.P.) INDIA

		Email Id – cs@cebbco.com, Website – www.cebbco.com, Tel – 0761-2661336
		and supply of railway wagons (including passenger cars and freightcars), goods carriages, coaches, rolling stock, railway switches,railways crossings and other railway accessories/components relatedto the foregoing products.
		(2) The Amalgamated Company is engaged inter alia in the business ofmetal fabrication comprising of load bodies for commercial vehiclesand rail freight wagons and manufacturing, maintenance and repair ofcommercial vehicles and railway wagons.
(d)	Rationaleforamalgamation/ merger	The proposed amalgamation would be in the best interests of theCompanies and their respective shareholders, employees, creditors andother stakeholders as the proposed amalgamation is expected to resultinter alia in:
		(1)consolidation of the businesses presently being carried on by theCompanies, which shall create greater synergies between the businessoperations of the Companies such as enhancement of net worth of thecombined business and backward integration of the operations of theAmalgamated Company's business which will lead to superior abilityto leverage the business including reduction in cost of capital, costsavingsduetofocusedoperationalefforts,rationalization,standardization and simplification of business processes, productivityimprovements, improved procurement efficiencies, procurement anddistribution logistics;
		(2)enhancement of competitive strength, cost reduction and efficiencies,productivity gains and logistic advantages and operational efficienciesthrough optimal utilization of resources, as a consequence of poolingoffinancial,managerialandtechnicalresources,personnel,capabilities, skills, expertise and technologies of the Companies;
		(3)better alignment, coordination and streamlining of day to dayoperations, leading to improvement in overall working culture andenvironment;
		(4)utilising the financial strength of the Amalgamating Company toturnaround the Amalgamated Company and embark on a growthphase by modernizing the plants to meet the current industry demandand enter into newer product development and consolidation ofmarket segments;
		(5)greater efficiency in cash management and unfettered access to cashflow generated by the combined businesses which can be deployedmoreefficientlytofundgrowthopportunitiestoimprovestakeholders' value;
		(6)beneficial results for both the Companies and in the long run, isexpected to enhance value for the shareholders;
		(7)formation of a stronger company with a larger capital and asset baseto enable the combined business to be pursued in a manner that ismore convenient and advantageous to all the stakeholders and

Factory (Unit I)	: 21,22,33,34, Industrial Area Richhai, Jabalpur - 482010 M.P.,
Factory (Unit II)	: NH12-A, Village Udaipura, Teh. Niwas, Distt. Mandla - 481661 M.P.,
Factory (Unit III)	: Plot No. 690 to 693 & 751 to 756, Sector III, Industrial Area, Pithampur, Distt. Dhar,
Factory (Unit IV)	: Industrial Area Richhai, Jabalpur - 482010 M.P.
Factory (Unit V)	: Plot No. 742, Asangi Phase Area, Saraikela, Jharkhand – 932109,
Factory (Unit VI)	: 118, Village Imlai, Near Deori Railway Station, P.O. Panagar, Jabalpur - 483220

Regd. Office: 48, Vandana Vihaar, Narmada Road, Gorakhpur, Jabalpur (M.P.) INDIA Email Id – cs@cebbco.com, Website – www.cebbco.com, Tel – 0761-2661336

		regularization of the cash flow of the Amalgamated Company onaccount of the regular revenue stream of the Amalgamating Companywhich would help in stabilizing the cash flow issues of theAmalgamated Company; and(8)creation of value for various stakeholders and shareholders of theCompanies, as a result of the above.
(e)	Incaseofcashconsideration - amount orotherwise share exchangeratio	The share exchange ratio for the amalgamation of the AmalgamatingCompany into and with the Amalgamated Company is 5510:100, i.e.,5,510 (Five Thousand Five Hundred and Ten) fully paid up equity sharesof the Amalgamated Company for every 100 (One Hundred) fully paid upequity shares of Amalgamating Company.The share exchange ratio has been arrived at based on the (i) report dated28 September 2020 issued by TR Chaddha & Co LLP, independentcharteredaccountants(ICAIFirmRegistrationNumber:006711N/N500028) recommending the fair equity share exchange ratio;and (ii) report dated 28 September 2020 issued by Dhwanit KashyapVaidya,registeredvaluer(IBBIRegistrationNumber:IBBI/RV/06/2019/11411) recommending the fair equity share exchangeratio, supported by a fairness opinion dated 28 September 2020 submittedby Systematix Corporate Services Limited, a SEBI Registered MerchantBanker.
(f)	Brief details of change inshareholdingpattern(ifany) of the listed entity	Upon the Scheme of Amalgamation becoming effective, the AmalgamatedCompany will issue equity shares as mentioned in paragraph (e) above tothe equity shareholders of the Amalgamating Company as on the recorddate and all equity shares and the non-cumulative redeemable preferenceshares of the Amalgamated Company held by the AmalgamatingCompany shall stand cancelled on the Effective Date (as defined in theScheme of Amalgamation), as an integral part of the Scheme ofAmalgamation.

1. Further, the Board of Directors at their meeting held today (i.e., 28 September 2020) also considered and approved the increase in authorised share capital of the Amalgamated Company as well as amendment of Clause V of the memorandum of association of the Amalgamated Company to reflect such increase in the authorised share capital of the Amalgamated Company subject to the approval of its shareholders.

The table below sets out the "old authorised share capital" and the "new authorised share capital" of the Amalgamated Company:

Old Authorised Share Capital			New Authorised Share Capital
	Equity Shares: 9,20,50,000 equity shares ofRs. 10/- each - Rs. 92,05,00,000		Equity Shares: 38,20,50,000 Equity Shares ofRs.10/- each – Rs. 3,82,05,00,000
	Preference shares: 88,00,000 preferenceshares of Rs. 100/- each – Rs. 88,00,00,000		Preference shares: 88,00,000 preference shares ofRs. 100/- each – Rs. 88,00,00,000

Factory (Unit I) : 21,22,33,34, Industrial Area Richhai, Jabalpur - 482010 M.P., Factory (Unit II) : NH12-A, Village Udaipura, Teh. Niwas, Distt. Mandla - 481661 M.P., Factory (Unit III) : Plot No. 690 to 693 & 751 to 756, Sector III, Industrial Area, Pithampur, Distt. Dhar, Factory (Unit IV) : Industrial Area Richhai, Jabalpur - 482010 M.P. Factory (Unit V) : Plot No. 742, Asangi Phase Area, Saraikela, Jharkhand – 932109, Factory (Unit VI) : 118, Village Imlai, Near Deori Railway Station, P.O. Panagar, Jabalpur - 483220

Regd. Office: 48, Vandana Vihaar, Narmada Road, Gorakhpur, Jabalpur (M.P.) INDIA Email Id – cs@cebbco.com, Website – www.cebbco.com, Tel – 0761-2661336

1. Also, the Board of Directors at their meeting held today (i.e., 28 September 2020) considered and approved the amendment to the main objects of the Amalgamated Company by addition of the following paragraphs as paragraphs 7 and 8 respectively in Clause 3(A) of the memorandum of association of the

Amalgamated Company, subject to the approval of its shareholders: "To carry on the business of casting, forging, rolling, refining, smelting, altering, improving, buying, selling, importing, exporting, manufacturing, repair, maintenance and otherwise dealing in iron and steel in all forms, shapes and sizes and alloys thereof and in aluminium, copper, zinc and other metals and alloys for all forms of vehicles and conveyances including railway wagons, railway switches, railway crossings, goods carriage, components, coaches, rolling stock and other railway accessories/components related to the foregoing products; and

To establish, own, acquire, manage and operate steel fabricating shops, ferrous and nonferrous melting furnaces and to carry on business as traders and manufacturers of ferrous, non- ferrous metals ingots, balloons, billets, slabs, sheets, strips, round bars and other hardware items."

1. The Board of Directors also approved the postal ballot notice that will be sent to the shareholders of the Amalgamated Company while seeking their approval in connection with the: (i) increase in authorised share capital of the Amalgamated Company by amending Clause V of the memorandum of association of the Amalgamated Company; and (ii) alteration of the main objects clause by amending Clause 3(A) of the memorandum of association of the Amalgamated Company, in accordance with applicable law and authorised Mr. Abhishek Jaiswal, Executive Director (DIN: 07936627) (Chief Executive Officer), Mr. Sanjiv Keshri, (Chief Financial Officer) and Mr. Amit Kumar Jain, (Company Secretary), and all directors of the Company do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper in connection with the said resolutions (brief outcome for which has been set out at paragraphs 2 and 3 above.

The above is for your information and record.

Yours faithfully,

Factory (Unit I) : 21,22,33,34, Industrial Area Richhai, Jabalpur - 482010 M.P., Factory (Unit II) : NH12-A, Village Udaipura, Teh. Niwas, Distt. Mandla - 481661 M.P., Factory (Unit III) : Plot No. 690 to 693 & 751 to 756, Sector III, Industrial Area, Pithampur, Distt. Dhar, Factory (Unit IV) : Industrial Area Richhai, Jabalpur - 482010 M.P. Factory (Unit V) : Plot No. 742, Asangi Phase Area, Saraikela, Jharkhand – 932109, Factory (Unit VI) : 118, Village Imlai, Near Deori Railway Station, P.O. Panagar, Jabalpur - 483220