JUPITER WAGONS LIMITED - M&A Activity 2021

Commercial Engineers & Body Builders Co. Limited

CIN-L28100MP1979PLC049375

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

Date – 21 May 2021

To, To, Listing Department , Listing Department, BSE Limited , National Stock Exchange of India Limited , Phiroze Jeejeebhoy Towers, ‘Exchange Plaza’, 5[th] Floor, Dalal Street, Plot No. C/1, G. Block, Mumbai - 400 001 Bandra Kurla Complex, Bandra (East) Fax No. 022-2272 3121/2272/2037 Mumbai - 400 051 BSE Security Code : 533272 NSE Symbol : CEBBCO

Dear Sir/ Madam

Sub.: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR) Regulations”)

Notice of the meeting of the equity shareholders of the Amalgamated Company ( as defined below ) to be held on 25 June 25 2021 (“Notice”) pursuant to the order of the Hon'ble National Company Law Tribunal, Indore Bench at Ahmedabad.

This is in furtherance to our letter dated 24 April 2021 wherein we had informed that the Hon’ble National Company Law Tribunal, Indore Bench at Ahmedabad ( “ NCLT ” ), by way of its order dated 16 April 16, 2021 (that became available on the official website https://nclt.gov.in/order of the Hon’ble NCLT on 23 April 2021) (“ NCLT Order ”)had directed to convene a meeting of the equity shareholders of Commercial Engineers & Body Builders Co Limited ( “ Amalgamated Company ” / “ Company ” ) for approving 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 ” ) , subject to receipt of applicable regulatory and other approvals.

Please note that the meeting of the equity shareholders of the Amalgamated Company is scheduled to be held on Friday, 25 June 2021, at 03.00 PM through Video Conference (“ VC ”)/Other Audio-Visual Means (“ OAVM ”) (“ Meeting ”).

Accordingly, pursuant to Regulation 30 of the SEBI (LODR) Regulations, we hereby enclose the copy of the Notice along with the annexures convening the Meeting which is being sent to the equity shareholders of the Amalgamated Company through permitted mode, in terms of the NCLT Order.

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

Commercial Engineers & Body Builders Co. Limited

CIN-L28100MP1979PLC049375

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

The Company shall provide the facility for voting by way of remote e-voting and e-voting during the meeting by electronic mode, to enable the equity shareholders of the Company to vote on the resolution proposed in the Notice. The details regarding manner of voting are set out in the Notice. The period for remote e-voting and postal ballot is as follows:

Start Date and Time	Tuesday, 22 June 2021, (09:00 a.m.)
End Date and Time	Thursday, 24 June 2021, (05:00 p.m.)
Cut-off date for determining the eligibility of Equity Shareholders to vote on the Resolution	Friday, 18 June 2021

The Notice has been uploaded on the website of the Company at www.cebbco.com.

We request you to kindly take the above on record.

Yours faithfully,

For Commercial Engineers & Body Builders Co. Limited

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Deepesh Kedia Company Secretary

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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

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NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF COMMERCIAL ENGINEERS & BODY BUILDERS CO LIMITED

Before National Company Law Tribunal

Indore Bench C.A.(CAA)/8 (MP) 2021

In the matter of:

The Companies Act, 2013 - Sections 230 to 232 of the said Act and Rules made thereunder

And

COMMERCIAL ENGINEERS & BODY BUILDERS CO LIMITED, having CINL28100MP1979PLC049375 a Company incorporated under the Companies Act, 1956 and having its registered office at 48, Vandana Vihar, Narmada Road, Gorakhpur, Jabalpur – 482001, Madhya Pradesh. ...Applicant/ Transferee/Amalgamated Company And

JUPITER WAGONS LIMITED, having CIN: U35202WB2006PLC110822, a Company incorporated under the Companies Act, 1956 and having its registered office at 4/2, Middleton Street Kolkata – 700071, West Bengal.

.... Transferor/Amalgamating Company

COMMERCIAL ENGINEERS & BODY BUILDERS CO LIMITED

Registered Office	:	48, Vandana Vihar, Narmada Road, Gorakhpur, Jabalpur – 482001, Madhya Pradesh
Tel No	:	0761-2661336
CIN	:	L28100MP1979PLC049375
Website	:	www.cebbco.com
E-mail	:	[email protected]

MEETING OF THE EQUITY SHAREHOLDERS

OF

COMMERCIAL ENGINEERS & BODY BUILDERS CO LIMITED

(convened pursuant to the order dated 16th April, 2021 passed by the National Company Law Tribunal, Indore Bench at Ahmedabad)

MEETING :

MEETING :
Day	:	Friday
Date	:	th 25 June, 2021
Time	:	3.00 pm IST (1500 hours)
Mode	:	Through Video Conference/Other Audio-Visual Means

REMOTE E-VOTING:

REMOTE E-VOTING:
Start Date and Time	:	nd Tuesday, 22 June, 2021 at 9.00 am IST (0900 hours) th
End Date and Time	:	Thursday, 24 June, 2021 at 5.00 pm IST (1700 hours)

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INDEX

	INDEX
Sl. No.	Contents	Page No.
1.	Notice convening the meeting of the Equity Shareholders of Commercial Engineers & Body Builders Co Limited under the directions of the Hon’ble National Company Law Tribunal, Indore Bench at Ahmedabad	3-9
2.	Explanatory Statement under Sections 230(3), 232(1), 232(2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016	10-30
3	Annexure 1 Scheme of Arrangement between Commercial Engineers & Body Builders Co Limited and Jupiter Wagons Limited and their respective shareholders and creditors (hereinafter, the “Scheme”) pursuant to the provisions of Sections 230-232 of the Companies Act, 2013 and the other applicable provisions thereof and applicable rules thereunder	31-50
4	Annexure 2 th Valuation Report dated 28 September, 2020 issued byDhwanit KashyapVaidya, Registered Valuer	51-65
5.	Annexure 3 th Fairness Opinion dated dated 28 September, 2020 issued by Systematix Corporate Services Limited, the SEBI registered category – I Merchant Banker and T R Chaddha & Co LLP Independent Chartered Accountant	66-80
6.	Annexure 4 th Complaints Report dated 17 November 2020, submitted by Commercial Engineers & Body Builders Co Limited to BSE Limited	81-83
7.	Annexure 5 th Complaints Report dated 17 November 2020, submitted by Commercial Engineers & Body Builders Co Limited to the National Stock Exchange of India Limited	84-86
8.	Annexure 6 th Copy of observations letter dated 14 December, 2020 from BSE Limited to Commercial Engineers & Body Builders Co Limited	87-88
9.	Annexure 7 th Copy of no-objection letter dated 10 December, 2020 from National Stock Exchange of India Limited to Commercial Engineers & BodyBuilders Co Limited	89-90
11.	Annexure 8 Report adopted by the Board of Directors of Commercial Engineers & Body Builders Co Limited in its meeting held on 28th September, 2020 pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013	91-93
12.	Annexure 9 th Report adopted by the Board of Directors of Jupiter Wagons Limited in its meeting held on 28 September, 2020 pursuant to theprovisions of Section 232(2)(c)of the Companies Act, 2013	94-97
13.	Annexure 10 Unaudited financial results of Commercial Engineers & Body Builders Co Limited for the quarter and nine months ended December 31, 2020	98-112
14.	Annexure 11 Audited financial results ofJupiter Wagons Limited for thequarter and nine months ended December 31, 2020	113-127
15.	Annexure 12 The applicable information of Jupiter Wagons Limited in the format specified for abridged prospectus as provided in	128-139
	Part E of Schedule VII of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
	Regulations, 2018

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Form CAA2

[Pursuant to Section 230(3) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016] NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF COMMERCIAL ENGINEERS & BODY BUILDERS CO LIMITED

To

All the Equity Shareholders of COMMERCIAL ENGINEERS & BODY BUILDERS CO LIMITED

NOTICE is hereby given pursuant to the Order dated 16th April, 2021 the Hon'ble National Company Law Tribunal, Indore Bench at Ahmedabad (" NCLT ") has directed a meeting to be held of the Equity Shareholders of COMMERCIAL ENGINEERS & BODY BUILDERS CO LIMITED (hereinafter referred to as the 'Applicant Company' or the 'Amalgamated Company' or the 'Transferee Company') for the purpose of considering and if thought fit, approving with or without modification(s), the Scheme of Amalgamation between Commercial Engineers & Body Builders Co Limited and Jupiter Wagons Limited and their respective shareholders and creditors (hereinafter, the " Scheme ") pursuant to the provisions of Sections 230232 of the Companies Act, 2013 and the other applicable provisions thereof and applicable rules thereunder.

In pursuance of the Order and as directed therein further, this Notice is hereby given that a meeting of the Equity Shareholders of the Applicant Company will be held on Friday, 25th June, 2021 at 3.00 pm IST (1500 hours) through Video Conference (" VC ")/ Other Audio-Visual Means (" OAVM ") (" Meeting ") in compliance with the applicable provisions of the Companies Act, 2013 ("Companies Act"), General Circular No.14/2020 dated 8th April, 2020, No.17/2020 dated 13 April 2020, No.22/2020 dated 15 June 2020, No.33/2020 dated 28 September 2020 and No.39/2020 dated 31 December 2020 (collectively hereinafter referred to as the ' MCA Circulars ') and Circulars No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 (collectively hereinafter referred to as the ' Circulars issued by SEBI ') and the said Equity Shareholders are requested to attend the Meeting. At the Meeting, the following resolution will be considered and if thought fit, be passed with or without modification(s):-

SPECIAL BUSINESS:

1. Approval of scheme under Sections 230 to 232 of the Companies Act, 2013

To consider and if thought fit approve with or without modification(s) the following Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the of Companies Act, 2013 (herein after referred as 'the Act') read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other rules, circulars and notifications made thereunder (including any statutory modification or re-enactment thereof for the time being in force), Section 2(1B) of the Income-tax Act, 1961, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification or re-enactment thereof for the time being in force), the Securities and Exchange Board of India Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 (including any statutory modification or re-enactment thereof for the time being in force), the observation letter/No-objection letter issued by each of the BSE Limited and the National Stock Exchange of India Limited respectively, dated 14th December, 2020 and 10th December, 2020 respectively and subject to the provisions of the memorandum of association and articles of association of COMMERCIAL ENGINEERS & BODY BUILDERS CO LIMITED ('Company') and subject to the approval of the Hon'ble National Company Law Tribunal, Indore Bench at Ahmedabad (herein after referred as the 'Hon'ble Tribunal'/'NCLT') and subject to such other approvals, permissions and sanctions of regulatory and other authorities or Tribunals, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by the NCLT or any other regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the " Board ", which term shall be deemed to mean and include one or more committee(s) constituted/to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), the Scheme of Amalgamation between Commercial Engineers & Body Builders Co Limited and Jupiter Wagons Limited and their respective shareholders and creditors (hereinafter, the " Scheme ") the draft of which was circulated along with this Notice, be and is hereby approved.

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RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to the above resolution and to effectively implement the arrangement embodied in the scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the NCLT or tribunals while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise or meaning or interpretation of the scheme or implementation thereof or in any matter whatsoever connected therewith, including passing of such accounting entries and /or making such adjustments in the books of accounts as considered necessary in giving effect to the scheme, as the Board may deem fit and proper."

TAKE FURTHER NOTICE that since this Meeting is held, pursuant to the Order passed by the NCLT, through VC/OAVM, physical attendance of the Equity Shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the Equity Shareholders will not be available for the present Meeting and hence, the Proxy Form and Attendance Slip are not annexed to this Notice. However, in pursuance of Section 113 of the Companies Act, authorized representatives of institutional/corporate Equity Shareholders may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC/OAVM facility and e-voting during the Meeting provided that such Equity Shareholders sends a scanned copy (PDF/JPG Format) of its board or governing body resolution/authorization etc., authorizing its representative to attend the Meeting through VC/OAVM on its behalf, vote through e-voting during the Meeting and/ or to vote through remote e- voting.

TAKE FURTHER NOTICE that

a) In compliance with the provisions of Section 230 of the Companies Act read with any other applicable provisions of the Companies Act and the rules framed thereunder and following the operating procedure (with appropriate modifications if required) of the General Circulars No.14/2020 dated 8th April, 2020, No.17/2020 dated 13 April 2020, No.22/2020 dated 15 June 2020, No.33/2020 dated 28 September 2020 and No.39/2020 dated 31 December 2020 issued by the Ministry of Corporate Affairs, Government of India (collectively referred to as the " MCA Circulars "), the Applicant Company has provided the facility of voting by remote e-voting and e- voting at the Meeting (Insta Poll) so as to enable the Equity Shareholders, to consider and approve the Scheme by way of the aforesaid resolution. Accordingly, voting by the Equity Shareholders of the Applicant Company to the Scheme shall be carried out only through remote e-voting and e-voting at the Meeting (Insta Poll);
b) in compliance with the aforesaid Order passed by NCLT, (i) the aforesaid Notice, (ii) the Scheme, (iii) the explanatory statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other applicable provisions of Companies Act and the rules made thereunder, and (iv) the enclosures as indicated in the Index (collectively referred to as " Particulars "), are being sent (A) through electronic mode to those Equity Shareholders whose e-mail IDs are registered with the Applicant Company; and (B) through registered post or speed post or courier, physically, to those Equity Shareholders who have not registered their e-mail IDs with the Applicant Company. The aforesaid Particulars are being sent to all the equity shareholders whose names appear in the register of members/list of beneficial owners on Friday, February 26,2021;
c) the Equity Shareholders may note that the aforesaid Particulars will be available on the Applicant Company's website www.cebbco.com,websites of the Stock Exchanges i.e. BSE Limited and the National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively, and on the website of KFin Technologies Private Limited ("KFinTech") at https://evoting.kfintech.com;
d) copies of the aforesaid Particulars can be obtained free of charge, between 10.30 a.m. to 12.30 p.m. on all working days, at the registered office of the Applicant Company, up to the date of the Meeting, at 48, Vandana Vihar, Narmada Road, Gorakhpur, Jabalpur – 482001, Madhya Pradesh or from the office of authorised representative Mr. Chetan Patel at 301 Akshar Stadia, Opp. Symphony House, B/H Armieda Cosmetic Centre, Off S G Highway, Bodakdev, Ahmedabad - 380059;
e) the Applicant Company has extended the remote e-voting facility for its Equity Shareholders to enable them to cast their votes electronically. The instructions for remote e-voting and e-voting at the Meeting (Insta Poll) are appended to the Notice. The Equity Shareholders opting to cast their votes by remote e-voting and e-voting during the Meeting (Insta Poll) through VC/ OAVM are requested to read the instructions in the Notes below carefully. In case of remote e-voting, the votes should be cast in the manner described in the instructions from Tuesday 22nd, June, 2021 (9.00 am IST) to Thursday 24th, June, 2021 (5.00 pm IST);
f) the NCLT has appointed Ms. Vineeta Shriwani, Independent Director of the Applicant Company and in her absence Mr. M.V. Raja Rao, Independent Director of the Applicant Company to be the Chairperson of the Meeting including for any adjournment or adjournments thereof;

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g) one independent director of the Applicant Company and the auditor (or his authorized representative who is qualified to be an auditor) of the Applicant Company shall be attending the Meeting through VC/OAVM;
h) CS Sonam Agarwal (Membership No. A46428 C.P. No. 16978) a Practicing Company Secretary has been appointed as the scrutinizer to scrutinize the e-voting during the Meeting (Insta Poll) and remote e-voting process in a fair and transparent manner;
i) the scrutinizer shall after the conclusion of e-voting at the Meeting (Insta Poll), first download the votes cast at the Meeting and thereafter unblock the votes cast through remote e-voting and shall make a consolidated scrutinizer's report of the total votes cast in favour or against, invalid votes, if any, and whether the resolution has been carried or not, and submit his combined report to the Chairman of the Meeting. The scrutinizer's decision on the validity of the votes shall be final. The results of the votes cast through remote e-voting and e-voting during the Meeting (Insta Poll) will be announced on or before close of business hours on 27th June 2021. The results, together with the scrutinizer's report, will be displayed at the registered office of the Applicant Company, on the website of the Applicant Company, www.cebbco.com and on the website of KFinTech at https://evoting.kfintech.com, besides being communicated to BSE Limited and the National Stock Exchange of India Limited;
j) the Scheme, if approved at the Meeting, will be subject to the subsequent approval of NCLT; and
k) a copy of the explanatory statement, under Sections 230(3), 232(1) and (2) and 102 of the Companies Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other applicable provisions of Companies Act and the rules made thereunder, the Scheme and the other enclosures as indicated in the Index are enclosed herewith.

Vineeta Shriwani

Chairperson appointed for the meeting

Dated this 15th Day of May, 2021

Registered office: 48, Vandana Vihar

Narmada Road, Gorakhpur Jabalpur – 482001 Madhya Pradesh

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NOTES:

1. General instructions for accessing and participating in the Meeting through VC/OAVM Facility and voting through electronic means including remote e-voting

(a) Pursuant to the Order passed by the NCLT, Meeting of the Equity Shareholders of the Applicant Company will be held through VC/ OAVM following the operating procedures (with appropriate modifications if required) set out in the MCA Circulars.
(b) Since, the Meeting is being held pursuant to Order passed by the NCLT through VC/OAVM, physical attendance of the Equity Shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the Equity Shareholders will not be available for the Meeting. However, in pursuance of Section 113 of the Companies Act, authorized representatives of institutional/corporate Equity Shareholders may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC/OAVM facility and e-voting during the Meeting provided that such Equity Shareholders sends a scanned copy (PDF/JPG Format) of its board or governing body resolution/authorization etc., authorizing its representative to attend the Meeting through VC/OAVM on its behalf, vote through e-voting during the Meeting (Insta Poll) and/or to vote through remote e-voting, on its behalf.
(c) The proceedings of this Meeting would be deemed to have been conducted at the registered office of the Applicant Company located at 48, Vandana Vihar Narmada Road, Gorakhpur, Jabalpur – 482001, Madhya Pradesh.
(d) The quorum of the Meeting of the equity shareholders of the Applicant Company shall be 30 (Thirty) equity shareholders of the Applicant Company. The equity shareholders attending the Meeting through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act.
(e) The aforesaid Particulars are being sent (i) through electronic mode to those Equity Shareholders whose e-mail IDs are registered with the Applicant Company; and (ii) through registered post or speed post or courier, physically, to those Equity Shareholders who have not registered their e-mail IDs with the Applicant Company. The aforesaid Particulars are being sent to all the equity shareholders whose names appear in the register of members/list of beneficial owners on Friday, February 26,2021.
(f) KFinTech, the Applicant Company's Registrar and Transfer Agent, will provide the facility for voting by the equity shareholders through remote e-voting, for participation in the Meeting through VC/OAVM and e-voting during the Meeting (Insta Poll).
(g) All the documents referred to in the accompanying explanatory statement, shall be available for inspection through electronic mode during the proceedings of the Meeting. equity shareholders seeking to inspect copies of the said documents may send an email at [email protected] Further, all the documents referred to in the accompanying explanatory statement shall also be open for inspection by the equity shareholders at the registered office of the Applicant Company between 10.30 a.m. to 12.30 p.m. on all working days up to the date of the Meeting. A recorded transcript of the Meeting shall also be made available in electronic form on the website of the Applicant Company.
(h) The Notice convening the Meeting will be published through advertisement in (i) Financial Express in English language; and (ii) translation thereof in Raj Express in Hindi language.
(i) In accordance with the provisions of Sections 230-232 of the Companies Act, the Scheme shall be acted upon only if a majority in persons representing three fourths in value of the equity shareholders, of the Applicant Company, voting in person through VC/ OAVM or remote e-voting, approve the Scheme.
(j) In terms of the SEBI circular dated March 10, 2017 and bearing reference number CFD/DIL3/CIR/2017/21 (including any statutory modification or re-enactment thereof for the time being in force), the Scheme of arrangement shall be acted upon only if the votes cast by the public shareholders in favour of the proposal are more than the number of votes cast by the public shareholders against it.
(k) Since the Meeting will be held through VC/OAVM in accordance with the Order passed by NCLT and the operating procedures (with appropriate modifications if required) set out in the MCA Circulars, the route map, proxy form and attendance slip are not attached to this Notice.

2. Procedure for joining the Meeting through VC/OAVM

(a) The Applicant Company will provide VC/OAVM facility to its equity shareholders for participating in the Meeting. The equity shareholders will be able to attend the Meeting through VC/OAVM or view the live webcast of the Meeting at https://emeetings.kfintech.com by using their remote e-voting login credentials and selecting the 'EVENT' for the Meeting.
(b) The equity shareholders are requested to follow the procedure given below:
- i. Launch internet browser (chrome/firefox/safari) by typing the URL: https://emeetings.kfintech.com;

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ii. Enter the login credentials (i.e., User ID and password for e-voting);
iii. After logging in, click on 'Video Conference' option; and
iv. Then click on camera icon appearing against NCLT EVENT of Commercial Engineers & Body Builders Co Limited, to attend the Meeting.
(c) The equity shareholders may join the Meeting through laptops, smartphones, tablets or iPads for better experience. Further, the equity shareholders will be required to use internet with a good speed to avoid any disturbance during the Meeting. Equity Shareholders will need the latest version of Chrome, Safari, Internet Explorer 11, MS Edge or Mozilla Firefox.
Please note that the participants connecting from mobile devices or tablets or through laptops connecting via mobile hotspot may experience audio/video loss due to fluctuation in their respective network. It is therefore recommended to use stable WiFi or LAN connection to mitigate any glitches. Equity Shareholders will be required to grant access to the web-cam to enable two-way video conferencing.
(d) Facility to join the Meeting will be opened thirty minutes before the scheduled time of the Meeting and will be kept open throughout the proceedings of the Meeting.
(e) The facility of participation at the Meeting through VC/OAVM will be made available for 1,000 (one thousand) equity shareholders on first-come-first-served basis. Large shareholders (i.e. shareholders holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee, Auditors, etc. will not be subject to the aforesaid restriction of first-come-first-served basis.
(f) The Equity Shareholders who would like to express their views or ask questions during the Meeting may register themselves as speakers by logging on to https://emeetings.kfintech.com and clicking on the 'Speaker Registration' option available on the screen after log in. The speaker registration will be open from Tuesday, 22nd June 2021 (9.00 am IST) to Wednesday, 23rd June, 2021 (5.00 pm IST). Only those Equity Shareholders who are registered as speakers will be allowed to express their views or ask questions.
Equity Shareholders seeking any information with regard to the matter to be considered at the Meeting, are requested to write to the Applicant Company on or before Wednesday, 23rd June, 2021 through email on [email protected]. The same will be replied by the Applicant Company suitably.
Alternatively, the Equity Shareholders may also visit https://emeetings.kfintech.com and click on the tab ‘Post Your Queries’ during the period starting from 22 June 2021 (9.00 a.m.) upto 23 June 2021 (5.00 p.m.) mentioning their name, demat account no./Folio no., e-mail Id, mobile number etc. and post their queries/ views/questions in the window provided, by mentioning their name, the name of the Equity Shareholders, email ID and mobile number. The window will be closed on Wednesday, 23rd June, 2021 (5.00 pm IST).
The Chairman, at its discretion reserves the right to restrict the number of questions and number of Speakers, depending upon availability of time as appropriate for smooth conduct of the Meeting.
(g) Equity Shareholders who need assistance before or during the Meeting, may contact KFin Technologies at [email protected] or call on toll free numbers 1800-309-4001.
(h) Institutional/corporate Equity Shareholders are required to send a scanned copy (PDF/JPG Format) of its board or governing body resolution/authorization etc., authorizing its representative to attend the Meeting through VC/OAVM on its behalf, vote through e-voting during the Meeting (Insta Poll) and/ or to vote through remote e-voting. The scanned image of the abovementioned documents should be in the name format 'Corporate Name_EVENT NO.' The said resolution/authorization shall be sent to the scrutinizer by email through its registered email ID to [email protected] with a copy marked to [email protected] and [email protected] before the Meeting or before the remote e-voting, as the case may be.

Instructions for remote e-voting and e-voting at the meeting (Insta Poll)

(a) In compliance with the operating procedures (with appropriate modifications if required) set out in the applicable provisions of the Companies Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and the MCA Circulars, as amended, the Applicant Company is pleased to provide to its Equity Shareholders facility to exercise their right to vote on the resolution proposed to be considered at the Meeting by electronic means and the business would be transacted through e-voting services arranged by KFinTech. The Equity Shareholders may cast their votes remotely, using an electronic voting system ("remote e-voting") on the dates mentioned herein below.
(b) Those Equity Shareholders, who will be present in the Meeting through VC/OAVM facility and have not cast their vote on the resolution through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting facility during the Meeting (Insta Poll).

4 The process and manner for remote e-voting is as under:

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(c) The Equity Shareholders who have cast their vote by remote e-voting prior to the Meeting may also join the Meeting through VC/OAVM, but shall not be entitled to cast their vote again. An Equity Shareholders can opt for only single mode of voting per EVENT, i.e., through remote e-voting or e-voting at the Meeting (Insta Poll). If an Equity Shareholders casts vote(s) by both modes, then voting done through remote e-voting shall prevail and vote(s) cast at the Meeting shall be treated as 'INVALID'.
(d) The remote e-voting period commences on Tuesday, 22nd June, 2021 (9.00 am IST) and ends on Thursday, 24th June, 2021 (5.00 pm IST). The remote e-voting module will be disabled by KFinTech for voting thereafter. Once the vote on a resolution is cast by the Equity Shareholders, he/it will not be allowed to change it subsequently. During this period, Equity Shareholders of the Applicant Company holding shares either in physical form or in dematerialized form, as on Friday, 18th June, 2021, i.e., Cut-Off Date, may cast their vote by remote e-voting. A person who is not an equity shareholder as on the Cut –Off Date should treat this Notice for information purpose only.
A. In case Equity Shareholders receives an email from KFinTech [for Equity Shareholders whose email address are registered with the Applicant Company/Depository Participants]:
i. Launch internet browser by typing the URL: https://evoting.kfintech.com.
ii. Enter the login credentials (i.e., User ID and Password) which has been informed to you along with the Notice. iii. After entering these details appropriately, click on 'LOGIN'.
iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password should comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.). The system will prompt you to change your password and update your contact details like mobile number, email ID, etc., on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
v. You need to login again with the new credentials.
vi. On successful login, the system will prompt you to select the 'EVENT', i.e., Commercial Engineers & Body Builders Co Limited.
vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-Off Date under 'FOR/AGAINST' or, alternatively, you may partially enter any number in 'FOR' and partially in 'AGAINST', but the total number in 'FOR/AGAINST' taken together should not exceed your total shareholding as mentioned hereinabove. You may also choose the option 'ABSTAIN'. If you do not indicate either 'FOR' or 'AGAINST' it will be treated as 'ABSTAIN' and the shares held will not be counted under either head.

viii. Equity shareholders holding multiple folios/demat accounts may choose the voting process separately for each folio/demat accounts.

ix. You may then cast your vote by selecting an appropriate option and click on 'Submit'.
x. A confirmation box will be displayed. Click 'OK' to confirm else 'CANCEL' to modify. Once you confirm, you will not be allowed to modify your vote. During the voting period, you can login any number of times till you have voted on the Resolution.

B. Equity shareholders who have not registered their email ID are requested to update the same at the earliest:

i. Equity shareholders holding shares in physical mode and who have not registered/updated their email ID with the Applicant Company are requested to register/update their email ID with KFinTech by sending requests at [email protected], with details of their folio number and attaching as elf-attested copy of their PAN card or by logging on to https://ris.kfintech.com/email_registration/.

ii. Equity shareholders holding shares in dematerialized mode are requested to register/update their email ID with the relevant depository participant.

iii. Upon registration, the equity shareholder will receive an email from KFinTech which includes details of e-Voting Event Number (EVENT), UserID and Password.

iv. Please follow all steps from Note.No.4 a(i) to(x) above to cast the vote by electronic means.

v. If there is any change in the e-mail address already registered with the Applicant Company, the equity shareholders are requested to immediately notify such change to the Applicant Company's Registrar and Transfer Agent, KFinTech, in respect of shares held in physical form, and to their depository participant in respect of shares held in electronic form.

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vi. The equity shareholders who do not have their User ID and Password for e-voting or have forgotten their User ID and Password may retrieve the same by following the procedure given in the e-voting instructions as mentioned above.

C. Other Instructions

i The voting rights of the equity shareholders shall be in proportion to their shareholding of the paid up equity share capital of the Applicant Company as on the cut-off date i.e. 18th June, 2021;
ii. A person, whose name is recorded in the register of member or register of beneficial owner maintained by the depositories as on the cut-off date i.e. 18th June, 2021, only shall be entitled to avail the facility of remote e-voting or for participation and e-voting at the Meeting (Insta Poll).
iii. Any person, who acquires shares of the Applicant Company and becomes an equity shareholder of the Applicant Company after dispatch of the Notice of the Meeting and holding shares as of the Cut-Off Date, i.e., 18th June, 2021, may obtain User ID and Password in the manner as mentioned below:
I. If email address of the equity shareholder is registered against Folio No./DPID-ClientID, then on the home page of https://evoting.kfintech.com,the equity shareholder may click 'Forgot Password' and enter Folio No. or DPID-Client ID and PAN to generate a password.
II. Equity shareholders may send an e-mail request to [email protected] . If the equity shareholder is already registered with the KFinTech' se-voting platform, then such equity shareholder can use his/her existing User ID and Password for casting the vote through remote e-voting.
III. In case of any queries, please visit Help and FAQs section available at KFinTech websitehttps://evoting.kfintech.com. For any grievances related to e-voting, please contact Mr. Shyam Kumar, Senior Manager, KFin Technologies Private Limited, Selenium Tower B, Plot Nos.31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032 at [email protected],Toll Free No:1800-309-4001.

5. Information and instructions for e-voting facility at the meeting (Insta Poll)

(a) Facility to cast vote through e-voting at the Meeting (Insta Poll) will be made available on the video conference screen and will be activated once the e-voting is announced at the Meeting.
(b) Those Equity shareholders, who will be present in the Meeting through VC/OAVM facility and have not cast their vote on the resolution through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting facility during the Meeting (Insta Poll).
(c) The procedure for e-voting during the Meeting (Insta Poll) is same as the instructions mentioned above for remote e-voting since the Meeting is being held through VC/OAVM. The e-voting window shall be activated upon instructions of the Chairman of the Meeting during the Meeting. E-voting during the Meeting (Insta Poll) is integrated with the VC/OAVM platform and no separate login is required for the same.

6. Other information

SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Equity shareholders holding shares in electronic form are requested to submit their PAN to their DPs, and those holding shares in physical form are requested to submit their PAN to the Applicant Company's Registrar and Transfer Agent, KFin Technologies Private Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal,Hyderabad- 500032 or at [email protected].

Encl : As above

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EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 232(1) AND (2) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

Pursuant to the Order dated 16th April, 2021 passed by the Hon'ble National Company Law Tribunal, Indore Bench at Ahmedabad ( "NCLT" ), in CA (CAA)/ 8(MP)2021 ( "Order" ), a meeting of the Equity shareholders of Commercial Engineers & Body Builders Co Limited (hereinafter referred to as the "Applicant Company" or the "Transferee Company" or "Amalgamated Company" as the context may admit) is being convened through Video Conference ( "VC" )/Other Audio-Visual Means ( "OAVM" ), on Friday, 25th June, 2021 at 3.00 pm, for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Arrangement between the Commercial Engineers & Body Builders Co Limited and Jupiter Wagons Limited (hereinafter referred to as the "Transferor Company" ) and their respective shareholders and creditors (hereinafter, the " Scheme ") under Sections 230-232 of the Companies Act, 2013 (hereinafter referred to as the "Act" ), and other applicable provisions of the Act, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ( "Scheme" ). The Transferor Company and the Transferee Company are together referred to as the "Companies" or "Parties" , as the context may admit. A copy of the Scheme, which has been, inter alios, approved by the Audit Committee and the Board of Directors of the Applicant Company at their respective meetings, all held on 28th September, 2020 is enclosed as Annexure 1 . Capitalised terms used herein but not defined shall have the meaning assigned to them in the Scheme, unless otherwise stated.
In terms of the Order, the quorum for the said meeting shall be 30 (thirty). Equity shareholders attending the meeting through VC/OAVM shall be counted for the purpose of reckoning the quorum under section 103 of the Companies Act, 2013.
Further in terms of the Order, NCLT, has appointed Ms. Vineeta Shriwani, Independent Director of the Applicant Company and in her absence Mr. M.V. Raja Rao, Independent Director of the Applicant Company to be the Chairperson of the Meeting including for any adjournment or adjournments thereof;
This statement is being furnished as required under Sections 230(3), 232(1) and (2) and 102 of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 ( "Rules" ).
As stated earlier, NCLT by its Order has, inter alia, directed that a meeting of the Equity Shareholders of the Applicant Company shall be convened through VC/OAVM, on Friday, 25th June, 2021 at 3.00 pm (1500 hours) for the purpose of considering, and if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme ( "Meeting" ). Equity shareholders would be entitled to vote either through remote e-voting or e-voting at the Meeting (Insta Poll).
The Scheme of arrangement shall be acted upon only if the votes cast by the public shareholders in favour of the proposal are more than the number of votes cast by the public shareholders against it.
In terms of the Order, if the entries in the records/registers of the Applicant Company in relation to the number of Equity shares are disputed, the Chairman of the Meeting shall determine the number for the purposes of the said Meeting, subject to the orders of NCLT in the petition seeking sanction of the Scheme.

Particulars of the Transferee Company

The Transferee Company, is a listed Public Limited Company incorporated under the Companies Act, 1956 vide certificate of incorporation dated 28th September, 1979 issued by the Registrar of Companies, Kanpur. The Corporate Identification Number (CIN) of the Amalgamated Company is L28100MP1979PLC049375. The Transferee Company is now governed by the Act. The Permanent Account Number of the Transferee Company is AAACC5823E. The equity shares of the Transferee Company is listed on BSE Limited and National Stock Exchange of India Limited. The non-convertible cumulative redeemable preference shares issued by the Transferee Company are not listed on any stock exchange.

The Registered Office of the Transferee Company since 20 August 2019 is situated at 48, Vandana Vihar, Narmada Road, Gorakhpur, Jabalpur – 482001, Madhya Pradesh within the jurisdiction of this Hon'ble Tribunal. The registered office of the Transferee Company was previously situated in 84/105-A, G.T. Road, Kanpur Mahanagar, Kanpur - 208003 (U.P.) INDIA. The e-mail address of the Transferee Company is [email protected]
The objects for which the Transferor Company has been established are set out in its Memorandum of Association. The main objects of the Amalgamated Company as per the aforesaid Memorandum of Association are as follows:-
"1 . To carry on the business of makers, manufacturers, producers, builders, fabricators, constructors, developers, assembles, fitters, mounters, sellers, importers, exporters, repairers, dealers, agents, improvers, maintainers, hirers, cleaners, distributors, sole selling agents, area agents, retailers, wholesalers, stores, operators, mechanical and electrical and civil engineers etc. of cars,

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vehicles, trucks, buses, lorries, cycles, and cycle-cars, mopeds, jeeps, jhongas, motor-vans, motor-boats, launches, ships, helicopters, rollers, aeroplanes, airships, sea-planes, velocipedex, submarines, baloons, parachutes, carriages, amphibian vehicles, or other vehicles or conveyances of all description, whether fitted with or propelled or assisted by means of oil, gas, petrol, diesel compressed air,. steam, electricity, magnetic, mechanical, atomic, manual, animal or other power, wherein existence presently or discovered or invented hereafter for operation on or below land, river, sea, air and space; and of the parts, accessories, spares, stores, components, ancillaries, etc. of such goods and things; and of mounting bodies, equipment, platforms, structures, tanks, tents or other machinery, plant or outfits of all and every description on or around or upon or attached to or linked with or independent of the said goods and things. AND the Company will also do the following interconnected businesses: -

(a) To manufacture, buy, sell, exchange, alter or improve, give on hire or hire-purchase agreement and deal in vehicles of any kind, construct, repair, alter, purchase, acquire, import of receive by the Company and to manipulate, improve, repair for market and otherwise deal in all kinds of plants, machinery, parts, tools, utensils, substances, materials and things necessary or convenient for carrying on any of the above specified business or usually dealt in by persons engaged in the like trade or business.
(b) To operate, establish .and maintain garages, service stations, workshops, terminal freight points and to store, repair on rent and lease motors, automobiles, J motor-trucks, station wagons, motor buses, aero planes and other vehicles of all sorts.
(c) To carry on the work and business of mechanical and electrical engineers and contractors and to run a workshop to undertake and execute all type of mechanical and structural jobs of manufacture, fabrication and erection of things and articles and to do various types of sheet metal work including manufacture and construction of storage tanks, buckets, drums, various types of containers and other similar items that may be easily marketable.
(d) To carry on the business of transport of goods or passengers from place to place either by air or by land or sea or partly through sea and partly by land or air whether in aeroplanes, motor-vehicles, animal drawn to carryon all or any of the following business; i. e. general carriers, transporters, railway and forwarding agents, wareh, elusemen, store-keepers, bonded Carmen, and common Carmen, and any other business, manufacture or trade which can conveniently be carried on in connection therewith.
(e) To run taxicabs, lorries, cars, trucks, station wagons, aeroplanes, air-ships, cycle rickshaws, motorcycle tongas, hackney carriages, railways, rail motors, ships, vessels, boats and all other vehicles whatsoever kind propelled by electricity , gas gasoline, compressed air, steam, manual power, mechanised power, oil crude, oil atomic or other energy or by whatsoever other means from one place to another (whatsoever) for the purpose of carrying conveying, transporting goods, animals, passengers, merchandise or other things.
(f) To own, establish, run any kind of workshop, foundry or factory for the purpose of clause (A) (1) above and/or of making repairing, altering or otherwise treating any vehicles, planes, ships, chassis, buses, trucks, lorries, or any other such things.
(g) To carry the business of manufactures, traders, importers and exporters of Solar cookers, solar heaters and other solar appliances of all kinds and specifications, their components, accessories and implements and to transport or carry or convey the same from one part of the country to another and to export the same abroad.
(h) To carry on the business of planting, cultivate, raising vegetables, fruits, seed nuts, oil seeds food grains, sugarcane, pulse and any other agriculture or horticulture items and to prepare, preserve, manufacture, crush and render marketable any such produce and to deal in the same and for attainment of the aforesaid object to purchase on lease or other wise acquire lands, farms, vineyards, gardens, orchards etc.
To engage and deal in iron, steel, wood, timbers, lime, sand, cement, glass, stone, brick, concrete, plastic, masonry and earth construction.
To act as distributors, commission agents, brokers, insurance agents, import and export agents and manufacturers representatives, for goods of all description, and also to act as agents of Motor Insurance Companies, to introduce insurance business, with respect to car, motor vehicles, or other vehicles appertaining to fire, accident indemnity and general insurance or re-insurance and third party risk and general business of contractors.

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To carry on the business of iron-founders, mechanical engineers, machinists, manufacturers, dealers, importers and exporters of all kinds of implements, tools, gas, generators, engines, tyres, rubber goods, tubes, bodies, chassis, carburet tors, magnets, silencers, radiators, sparking plugs, paraffin, vaporisers, Speedo-motors, self-starters, gears, wheels, parts, and accessories of all kinds which may be useful for or conducive to the carrying on of the business of the Company.
To carry on business as financiers, bankers, capitalists, concessioners and merchants, importers andexporters and to undertake and to carryon and execute all kinds of . commercial financial, trading and otheroperations and undertaking and also business of Hire Purchase in all its forms and modes, and to negotiate,advance, deposit or loan money or securities to buy, sell, discount and deal in promissory notes, bills ofexchange, hundies, warrants, coupons or other negotiable or transferable securities or chose-inaction orother documents. To invest, guarantee or become liable for the payment of money or for the performance ofany obligations or to stand as surety and generally to transact all kinds business of indemnity and guarantee toexecute all kinds of trusts and carryon all kinds of agency business.
To carry on the business of export and import of merchandise machinery, equipment, articles, manufactured or otherwise, produce of all kinds to or from any country or transport or carryon convey thesame from the one part of the country to another part thereof."
Further, the object clause of the Transferee Company has been amended by inserting new sub-clauses 7 and 8 after the existing sub-clause 6 of the Memorandum of Association of the Company pursuant to the approval of the members through postal ballot on 24th December 2020 to include the following clauses:
"7 . 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 non- ferrous 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."

Except as stated above, there has been no change in the object clause of the Transferee Company in the last 5 years.

There has been no change in the name of the Transferee Company during the last 5 years.
The Transferee Company is currently engaged, inter alia , in the business of metal fabrication comprising of load bodies for commercial vehicles and rail freight wagons and manufacturing, maintenance and repair of commercial vehicles and railway wagons
The Authorised, Issued, Subscribed and Paid-up Share Capital of the Transferee Company as on December 31, 2020 was as follows:

Particulars	Amount (INR)
Authorised share capital
38,20,50,000 equity shares of INR 10 each	382,05,00,000
88,00,000 preference shares of INR 100 each	88,00,00,000
TOTAL	470,05,00,000
Issued, subscribed and paid-up share capital
8,94,82,657 equity shares of INR 10 each	89,48,26,570
67,48,229 Preference Shares of INR 100 each	67,48,22,900
TOTAL	1,56,96,49,470

Further, as an integral part of the Scheme and upon the Scheme becoming effective, the Transferee Company shall issue 33,86,31,597 equity shares of Rs.10/- each aggregating to Rs. 3,38,63,15,970/- to the equity shareholders of the Transferor Company whose names are recorded in the register of members of the Transferor Company on the Record Date, in a manner that each such equity shareholder of the Transferor Company shall be issued 5510 fully paid-up equity shares of Rs.10/- each of the Transferee Company for every 100 fully paid-up equity shares of Rs.10/- each held by such equity shareholder in Transferor Company as on the Record Date and the

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decimal allocation will be rounded off to the next higher number if more than 0.50 and it shall be rounded off to the previous number if the decimal is less than 0.50.

The issued, subscribed and paid-up equity share capital of the Transferee Company shall stand increased from Rs.89,48,26,570/(Rupees Eighty Nine Crore Forty Eight Lakh Twenty Six Thousand Five Hundred And Seventy) divided into 8,94,82,657(Eight Crore Ninety Four Lakh Eighty Two Thousand Six Hundred And Fifty Seven) equity shares of Rs.10/- (Rupees ten) each to Rs.3,87,44,74,190/(Rupees Three Hundred Eighty Seven Crore Forty Four Lakh Seventy Four Thousand One Hundred And Ninety) divided into 38,74,47,419 (Thirty Eight Crore Seventy Four Lakh Forty Seven Thousand Four Hundred And Nineteen) equity shares of Rs.10/(Rupees Ten) each.

Further, as an integral part of the Scheme and upon the Scheme becoming effective, (A) the equity shares; and (B) the non-convertible cumulative redeemable preference shares of the Transferee Company, held by the Transferor Company, on the Effective Date, shall be cancelled without any further act or deed by operation of law.

Particulars of the Transferor Company

The Transferor Company is an Unlisted Public Limited Company incorporated under the under the provisions of the Companies Act, 1956 vide certificate of incorporation dated 27th July, 2006 issued by the Registrar of Companies, West Bengal. The Corporate Identification Number of the Amalgamating Company is U35202WB2006PLC110822. The Permanent Account Number of the Transferor Company is AABCJ7146C. There has been no change in the name of the Transferor Company in the last 5 years. The equity shares of the Transferor Company are not listed on any Stock Exchange.
The registered office of the Transferor Company is is situated at 4/2, Middleton Street Kolkata - 700071, West Bengal.The e-mail address of the Transferor Company is [email protected]. There has been no change in the registered address of the Transferor Company in the last 5 years.
The objects for which the Transferor Company has been established are set out in its Memorandum of Association. The main objects of the Amalgamating Company are as follows:-
To carry on the business of manufacturing of railway wagons, wagons, goods carriage, components, coaches, rolling stock, and other accessories.
To carry on the business of casting, forging, rolling, refining, smelting, altering, improving, buying, selling, importing, exporting, manufacturing 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.
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, nonferrous metals ingots, bloons, billets, slabs, sheets, strips, round bars and other hardware items.
To own, operate or manage mini-steel plants, extrusion shops, repair workshops or to act as manufacturer of steel, steel engineering goods or as steel makers, steel converters, iron founders, steel fabricator, mechanical engineers, manufacturers of machinery and implements of all kinds, brass founders, metal workers, boiler makers, mill wrights, iron and steel converters,smiths, metallurgists and to buy, sell, manufacture, repair, convert, alter on hire and deal in machinery, implements, rolling stock and other railway items such as cast manganese steel crossing overhead curved switches and hardwares of all kinds.

There has been no change in the main object clause of the Transferor Company in the last five years.

The Transferor Company is engaged, inter alia, in the business of manufacturing, casting, forging, rolling, repair and/or maintenance of railway wagons (including passenger cars and freight cars), other vehicles, goods carriages, coaches, rolling stock, railway switches, railway crossings, and other railway accessories/components and other ancillary metal products related to the foregoing products, sales and supply of railway wagons (including passenger cars and freight cars), goods carriages, coaches, rolling stock, railway switches, railways crossings and other railway accessories/components related to the foregoing products

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The Authorised, Issued, Subscribed and Paid-up Share Capital of the Transferee Company as on 31st December , 2020 was as follows:


Particulars	Amount (INR)
Authorised Capital
68,00,000 equity shares of INR 10 each	6,80,00,000
Total	6,80,00,000
Issued, Subscribed and Paid-up Share Capital
61,45,764 equity shares of INR 10 each	6,14,57,640
Total	6,14,57,640

Rationale for the Scheme

The proposed amalgamation would be in the best interests of the Companies and their respective shareholders, employees, creditors and other stakeholders as the proposed amalgamation is expected to result inter alia in:
(i) consolidation of the businesses presently being carried on by the Companies, which shall create greater synergies between the business operations of the Companies such as enhancement of net worth of the combined business and backward integration of the operations of the Amalgamated Company’s business which will lead to superior ability to leverage the business including reduction in cost of capital, cost savings due to focused operational efforts, rationalization, standardization and simplification of business processes, productivity improvements, improved procurement efficiencies, procurement and distribution logistics;
(ii) enhancement of competitive strength, cost reduction and efficiencies, productivity gains and logistic advantages and operational efficiencies through optimal utilization of resources, as a consequence of pooling of financial, managerial and technical resources, personnel, capabilities, skills, expertise and technologies of the Companies;
(iii) better alignment, coordination and streamlining of day to day operations, leading to improvement in overall working culture and environment;
(iv) utilising the financial strength of the Amalgamating Company to turnaround the Amalgamated Company and embark on a growth phase by modernizing the plants to meet the current industry demand and enter into newer product development and consolidation of market segments;
(v) greater efficiency in cash management and unfettered access to cash flow generated by the combined businesses which can be deployed more efficiently to fund growth opportunities to improve stakeholders’ value;
(vi) beneficial results for both the Companies and in the long run, is expected to enhance value for the shareholders;
(vii) formation of a stronger company with a larger capital and asset base to enable the combined business to be pursued in a manner that is more convenient and advantageous to all the stakeholders and regularization of the cash flow of the Amalgamated Company on account of the regular revenue stream of the Amalgamating Company which would help in stabilizing the cash flow issues of the Amalgamated Company; and
(viii) creation of value for various stakeholders and shareholders of the Companies, as a result of the above.

Relationship among Companies who are parties to the Scheme

The Transferor Company is holding 45.45% of the equity share capital of the Transferee Company by virtue of which Transferee Company has become an associate Company of Transferor Company. The Transferor Company is part of the promoter and promoter group of the Transferee Company (as defined under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended). Further, Transferee Company has only 1(one) preference shareholder i.e. the Transferor Company.
Except Mr. Murari Lal Lohia, none of the promoters, directors, key managerial personnel or managers, if any, of the Transferor Company has any shareholding interest in the Transferee Company which is above two per cent of the paid-up share capital of the Transferee Company.

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Corporate Approvals

The draft Scheme along with the Valuation Report dated 28th September, 2020 issued by Dhwanit Kashyap Vaidya, registered valuer, IBBI Registration Number: IBBI/RV/06/2019/11411 (“Valuation Report”) , in respect of the proposed Scheme, were placed before the Audit Committee of the Transferee Company at its meeting held on 28th September, 2020. A Fairness Opinion on the valuation by Systematix Corporate Services Limited, a Securities and Exchange Board of India (“SEBI”) registered Merchant Banker (“Fairness Opinion”) and also by T R Chaddha & Co LLP Independent Chartered Accountant, were also submitted to the Transferee Company’s Audit Committee. A copy of the Valuation Report is enclosed as Annexure 2. The Valuation Report is also open for inspection at the registered office of the Transferee Company. A copy of the Fairness Opinion are enclosed as Annexure 3. The Audit Committee of the Transferee Company based on the aforesaid documents amongst others, recommended the Scheme to the Board of Directors of the Transferee Company by its report.
The Scheme, along with the aforesaid Valuation Report and other relevant documents, was placed before the Board of Directors of the Transferee Company at its meeting held on 28th September, 2020. The aforesaid Fairness Opinion issued by Systematix Corporate Services Limited was also submitted to the Transferee Company’s Board of Directors. Based on the reports submitted by the Audit Committee recommending the draft Scheme, the Board of Directors of the Transferee Company approved the Scheme at its meeting held on 28th September, 2020. The meeting of the Board of Directors of the Transferee Company, held on 28th September, 2020, was attended by 4 (Four) directors through audio visual means namely, Mr. P.Y. Gurav, (Independent Director), Mr. M.V. Raja Rao (Independent Director), Mr. Ganesan Raghuram ( Independent Director), Mr. Abhishek Jaiswal (Whole Time Director & C.E.O.). None of the directors of the Transferee Company who attended the meeting voted against the Scheme. Thus, the Scheme was approved unanimously by the directors who attended and voted at the meeting.
Separately, the draft Scheme was placed before the Audit Committee of the Transferor Company at its meeting held on 28th September, 2020. The Audit Committee of the Transferor Company recommended the Scheme to the Board of Directors of the Transferor Company.
Further, based on the report submitted by the Audit Committee of the Transferor Company recommending the draft Scheme, the Board of Directors of the Transferor Company approved the Scheme at its meeting held on 28th September, 2020. The meeting of the Board of Directors of the Transferor Company, held on 28th September, 2020, was attended by 7 (seven) directors physically and also through audio visual means (namely, Mr. Asim Ranjan Dasgupta, Mr. Avinash Gupta, Mrs. Chetna Gupta, Mr. Rahul Saraogi, Mrs. Siddhi Dhandharia, Mr. Vikash Lohia, Mr. Vivek Lohia). None of the directors of the Transferor Company who attended the meeting voted against the Scheme. Thus, the Scheme was approved unanimously by the directors who attended and voted at the meeting.

Approvals and actions taken in relation to the Scheme

NSE was appointed as the Designated Stock Exchange by the Transferee Company for the purpose of coordinating with the SEBI for obtaining approval of SEBI in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI circular dated March 10, 2017 and bearing reference number CFD/DIL3/CIR/2017/21 (including any statutory modification or reenactment thereof for the time being in force) (the “SEBI Circular” ).
As required by the SEBI Circular, the Transferee Company had filed its complaints report with BSE and NSE, both dated 17th Novembers 2020. A copy of the complaints report submitted by the Transferee Company, both dated 17th Novembers 2020, to BSE and NSE, respectively, are enclosed as Annexure 4 and Annexure 5.
The Transferee Company received no adverse observations/no-objection letter regarding the Scheme from BSE and NSE, respectively, dated 14thDecember, 2020 and 10th December, 2020 conveying their no adverse observations/no-objection for filing the Scheme with NCLT pursuant to the letter addressed by SEBI to BSE and NSE, which, inter alia, stated the following :
The Company shall duly comply with various provisions of the Circular.
The Company shall ensure that the financials of the companies involved in the Scheme is updated and are not more than 6 months old before filing the same with the Hon'ble National Company Law Tribunal (NCLT).
The Company shall ensure that appropriate disclosure is made with respect to the liabilities of Rs. 1,245,619,391/- which is being carried forward to the listed entity in the explanatory statement or notice or proposal accompanying resolution to be passed and sent to the shareholders while seeking approval.
The Company shall ensure that the proposed scheme is acted upon only if approved by the NCLT and if the majority votes cast by the public shareholders are in favour of the proposal.

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The Company shall ensure that additional information and undertakings, if any, submitted by the Company, after filing the scheme with the stock exchange, and from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.
The Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT.
It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observation/ representations.
- Copies of the no adverse observations/no-objection letters, both dated 14th December, 2020 and 10th December,2020, received from BSE and NSE, respectively, are enclosed as Annexures 6 and 7.
The Transferor Company/ Transferee Company would obtain the respective necessary approvals/sanctions/no objection(s) from the regulatory or other Governmental Authorities in respect of the Scheme in accordance with law, if so required.
CA (CAA) /8(MP) 2021 along with the annexures thereto (which includes the Scheme) was filed by the Transferee Company with the NCLT, on 13th March, 2021. Similarly, the Transferor Company filed CA No.52/KB/2021 along with annexures thereto (which includes the Scheme) with the Hon’ble National Company Law Tribunal, Bench at Kolkata, on the 13th March, 2021.

Salient extracts of the Scheme

Certain clauses of the Scheme are extracted below:

4. DEFINITIONS

“Appointed Date” means the 1 October, 2019, or such other date as may be mutually agreed between the Companies and is the date with effect from which this Scheme shall be effective;

“Effective Date” has the meaning assigned to it in Clause 11.1 of Part IV of this Scheme;

“Record Date” means the date to be fixed by the Board of the Amalgamating Company in consultation with the Board of the Amalgamated Company, for the purpose of determining the shareholders of the Amalgamating Company to whom the New Equity Shares will be allotted pursuant to this Scheme;

1. TRANSFER AND VESTING

1.1 With effect from the Appointed Date and upon this Scheme becoming effective, the Amalgamating Company together with all its assets, liabilities, rights, benefits, obligations, title, claims, investments, interests, contracts, employees, licenses, records, approvals, etc., shall stand transferred to, and vest in, or shall be deemed to have been transferred to, and vested in, the Amalgamated Company, as a going concern, without any further act, instrument or deed, in accordance with the provisions of this Scheme. This Scheme is drawn up to comply with the provisions/requirements of Sections 230 - 232 of the Act for the purpose of the amalgamation of the Amalgamating Company with the Amalgamated Company.
1.2 Without prejudice to the generality of the above, upon this Scheme becoming effective and with effect from the Appointed Date:
(a) all assets of the Amalgamating Company, that are movable in nature or incorporeal property or are otherwise capable of transfer by physical or constructive delivery and/or by endorsement and delivery or by vesting and recordal of whatsoever nature, including machinery and equipment shall, pursuant to this Scheme, stand transferred to, and vested in, and/or be deemed to be transferred to, and vested in, the Amalgamated Company, wherever located, and shall become the property and an integral part of the Amalgamated Company. The vesting pursuant to this sub-clause shall be deemed to have occurred by physical or constructive delivery or by endorsement and delivery or by vesting and recordal, pursuant to this Scheme, as appropriate to the property being vested and title to the property shall be deemed to have been transferred accordingly;
(b) all other movable properties of the Amalgamating Company, including investments in shares and any other securities, sundry debtors, actionable claims, earnest monies, receivables, bills, credits, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits (including deposits from members), if any, with government, semi-government, local and other authorities and bodies, customers and other persons, shall without any further act, instrument or deed, become the property of the Amalgamated Company, and the same shall also be deemed to

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have been transferred by way of delivery of possession of the respective documents in this regard. It is hereby clarified that investments, if any, made by Amalgamating Company and all the rights, title and interest of the Amalgamating Company in any leasehold properties shall, pursuant to Section 232 of the Act and the provisions of this Scheme, without any further act or deed, be transferred to and vested in and/or be deemed to have been transferred to and vested in the Amalgamated Company;

(c) all immovable properties of the Amalgamating Company, including land together with the buildings and structures standing thereon, rights and interests in immovable properties of the Amalgamating Company, whether freehold or leasehold or otherwise, and all documents of title, rights and easements in relation thereto, shall be vested in, and/or be deemed to have been vested in, the Amalgamated Company, without any further act or deed done or being required to be done by the Amalgamating Company and/or the Amalgamated Company. The Amalgamated Company shall be entitled to exercise all rights and privileges attached to the aforesaid immovable properties and shall be liable to pay the ground rent and taxes and fulfil all obligations in relation to or applicable to such immovable properties. The relevant Governmental Authorities shall grant all clearances/permissions, if any, required for enabling the Amalgamated Company to absolutely own and enjoy the immovable properties in accordance with Applicable Law. The mutation or substitution of the title to the immovable properties shall, upon this Scheme becoming effective, be made and duly recorded in the name of the Amalgamated Company by Governmental Authorities pursuant to the sanction of this Scheme by the Competent Authority(ies) and upon this Scheme
(d) all Encumbrances, if any, existing prior to the Effective Date over the assets of the Amalgamating Company which secure or relate to any liability, shall, after the Effective Date, without any further act, instrument or deed, continue to be related and attached to such assets or any part thereof to which they related or were attached prior to the Effective Date, in each case, in accordance with their respective terms, and as transferred to the Amalgamated Company in terms of this Scheme. The assets of the Amalgamating Company which are not Encumbered on the Effective Date shall remain unencumbered and the existing Encumbrance referred to above shall not be extended to, and shall not operate over, such assets. Further, such Encumbrances shall not relate or attach to any of the other assets of the Amalgamated Company. The secured creditors of the Amalgamated Company and/or other holders of security over the assets of the Amalgamated Company shall not be entitled to any additional security over the assets, rights, title, claims, benefits, interest and investments of the Amalgamating Company and therefore, such assets, rights, title, claims, benefits, interest and investments shall remain free and available for creation of any security thereon in future in relation to any current or future indebtedness of the Amalgamated Company. The absence of any formal amendment which may be required by a lender or trustee or any third party shall not affect the operation of the foregoing provisions of this Scheme;
(e) all assets, rights, title, claims, benefits, interest and investments of the Amalgamating Company as on the Appointed Date, whether or not included in the books of the Amalgamating Company, and all assets, rights, title, claims, benefits, interest and investments, of whatsoever nature and wherever situate, which are acquired by the Amalgamating Company on or after the Appointed Date shall be deemed to be and shall become the assets, rights, title, claims, benefits, interest and investments of the Amalgamated Company;
(f) all contracts, agreements, licences, leases, memoranda of undertakings, memoranda of agreements, memoranda of agreed points, letters of agreed points, bids, letters of intent, arrangements, undertakings, deeds, bonds, schemes, arrangements and other instruments, whether written or otherwise, to which the Amalgamating Company is a party, or to the benefit of which the Amalgamating Company may be eligible/entitled, and which are subsisting or having effect on the Effective Date shall, without any further act, instrument or deed, continue in full force and effect on, against or in favour of the Amalgamated Company and may be enforced as fully and effectually as if, instead of the Amalgamating Company, the Amalgamated Company is a party, beneficiary or obligor thereto. In relation to the same, any procedural requirements required to be fulfilled solely by the Amalgamating Company (and not by any of its successors), shall be fulfilled by the Amalgamated Company as if it is the duly constituted attorney of the Amalgamating Company;
(g) all legal, taxation or other proceedings, including before any Governmental Authority, relating to the Amalgamating Company, whether by or against the Amalgamating Company, whether instituted prior to, on, or after, the Appointed Date but pending on the Effective Date, shall not abate, be discontinued or in any way prejudicially affected by reason of the amalgamation of the Amalgamating Company or of anything contained in this Scheme, but the proceedings shall continue in the same manner, and to the same extent, as would or might have been continued and/or enforced by or against the Amalgamating Company, as if this Scheme had not been implemented;

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(h) all the security interest over any moveable and/or immoveable properties and security in any other form (both present and future) including but not limited to any pledges, or guarantees, if any, created/executed by any person in favour of the Amalgamating Company or any other person acting on behalf of, or for the benefit of, the Amalgamating Company for securing the obligations of the persons to whom the Amalgamating Company has advanced loans and granted other funded and nonfunded financial assistance, by way of letter of comfort or through other similar instruments shall, without any further act, instrument or deed stand vested in, and be deemed to be vested in, favour of the Amalgamated Company and the benefit of such security shall be available to the Amalgamated Company as if such security was ab initio created in favour of the Amalgamated Company. The mutation or substitution of the charge in relation to the movable and immovable properties of the Amalgamating Company shall, upon this Scheme becoming effective, be made and duly recorded in the name of the Amalgamated Company by the relevant Governmental Authorities and third parties (including any depository participants) pursuant to the sanction of this Scheme by the Competent Authority(ies) and upon this Scheme becoming effective in accordance with the terms hereof;
(i) all debts, liabilities, contingent liabilities, duties and obligations, secured or unsecured (including rupee, foreign currency loans, time and demand liabilities, undertakings and obligations of the Amalgamating Company), of every kind, nature and description whatsoever and howsoever arising, whether provided for or not in the books of account or disclosed in the balance sheets of the Amalgamating Company, shall be deemed to be the debts, liabilities, contingent liabilities, duties, and obligations of the Amalgamated Company, and the Amalgamated Company shall, and undertakes to meet, discharge and satisfy the same in terms of their respective terms and conditions, if any. All loans raised and used and all debts, duties, undertakings, liabilities and obligations incurred or undertaken by the Amalgamating Company after the Appointed Date and up to the Effective Date, shall also be deemed to have been raised, used, incurred or undertaken for, and on behalf of, the Amalgamated Company and, to the extent they are outstanding on the Effective Date, shall, upon the coming into effect of this Scheme, pursuant to the provisions of Sections 230 to 232 of the Act, without any further act, instrument or deed shall stand transferred to and vested in or be deemed to have been transferred to and vested in the Amalgamated Company and shall become the debt, duties, undertakings, liabilities and obligations of the Amalgamated Company which shall meet, discharge and satisfy the same. Where any of the debts, liabilities, duties and obligations have been discharged by the Amalgamating Company after the Appointed Date but on or prior to the Effective Date, such discharge shall be deemed to have been for and on account of the Amalgamated Company;
(j) all debentures, bonds, notes or other securities of the Amalgamating Company, whether convertible into equity or otherwise, shall, without any further act, instrument or deed, become the securities of the Amalgamated Company and all rights, powers, duties and obligations in relation thereto, shall be and shall stand transferred to, and vested in, or deemed to be transferred to, and vested in, and shall be exercised by or against the Amalgamated Company as if it were the Amalgamating Company. If the securities issued by the Amalgamating Company, including but not limited to debentures and bonds, are listed on any stock exchange, the same shall upon issuance/endorsement by the Amalgamated Company in terms of this Scheme, subject to applicable regulations and prior approval requirements, if any, be listed and/or admitted to trading on the relevant stock exchange(s) whether in India or abroad, where the securities were listed and/or admitted to trading on the same terms and conditions unless otherwise modified in accordance with the provisions hereof. In addition, the Board of the Amalgamated Company, shall be authorized to take such steps and do all acts, deeds and things as may be necessary, desirable or proper to list the various debentures, bonds and infrastructure bonds on the relevant exchanges. It is hereby clarified that it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, duties and obligations have arisen in order to give effect to the provisions of this Clause and the consent of the shareholders and creditors of the Companies to this Scheme shall be deemed to be the consent for the purpose stated above;
(k) all bank accounts operated, or entitled to be operated by, the Amalgamating Company shall be deemed to have transferred, and shall stand transferred to the, Amalgamated Company and names of the Amalgamating Company shall be substituted by the name of the Amalgamated Company in the bank’s records. The Amalgamated Company shall be entitled to operate all bank accounts, realise all monies and complete and enforce all pending contracts and transactions in the name of the Amalgamating Company to the extent necessary until the transfer of the rights and obligations of the Amalgamating Company to the Amalgamated Company under this Scheme is formally accepted and completed by the parties concerned. For avoidance of doubt, it is hereby clarified that all cheques and other negotiable instruments, payment orders received and presented for

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encashment, which are in the name of the Amalgamating Company shall be accepted by the bankers of the Amalgamated Company and credited to the accounts of the Amalgamated Company, if presented by the Amalgamated Company after the Effective Date. Similarly, the bankers of the Amalgamated Company shall honour all cheques issued by the Amalgamating Company for payment after the Effective Date;

(l) all letters of intent, requests for proposal, pre-qualifications, bid acceptances, tenders, and other instruments of whatsoever nature to which the Amalgamating Company is a party to or to the benefit of which the Amalgamating Company may be eligible, shall remain in full force and effect against or in favour of the Amalgamated Company and may be enforced as fully and effectually as if, instead of the Amalgamating Company, the Amalgamated Company is a party or beneficiary or obligee thereto. Upon coming into effect of this Scheme, the Amalgamated Company shall be entitled to, at its sole discretion, utilize the past track record of the Amalgamating Company for all commercial and regulatory purposes;
(m) all employees, permanent employees, temporary employees, probationers, trainees and interns, if any, of the Amalgamating Company, whether hired prior to, on, or after, the Appointed Date but who are in employment / engagement of the Amalgamating Company on the Effective Date, shall become, and be deemed to have become, the employees, permanent employees, temporary employees, probationers, trainees and interns, in the same capacity, as the case may be, of the Amalgamated Company, without any break or interruption in their services and on the terms and conditions which are no less favourable than those on which they are engaged by the Amalgamating Company. As regards the employees of the Amalgamating Company, if any, who qualify as “workmen” under the Industrial Disputes Act, 1947, and who are being transferred to the Amalgamated Company in terms of this Scheme, the Amalgamated Company confirms that it shall comply with the provisions of Section 25FF of the Industrial Disputes Act, 1947, to the extent applicable.
(n) The Amalgamated Company further agrees that for the purpose of payment of any retirement benefit/compensation, such immediate uninterrupted past services with the Amalgamating Company shall also be taken into account. With regard to any provident fund, gratuity fund, pension, superannuation fund or other special fund created or existing for the benefit of such employees of the Amalgamating Company, the Amalgamated Company shall, if the Board of the Amalgamated Company deems fit, stand substituted for the Amalgamating Company for all purposes in the respective trust deeds or other documents. Any existing provident fund, gratuity fund and superannuation fund trusts created by the Amalgamating Company for its employees shall be continued for the benefit of such employees on the same terms and conditions until such time that they are transferred to the relevant funds of the Amalgamated Company. Without prejudice to the aforesaid, the Board of the Amalgamated Company, if it deems fit, shall be entitled to: (i) retain separate trusts or funds within the Amalgamated Company for the erstwhile fund(s) of the Amalgamating Company; or (ii) merge the pre-existing fund of the Amalgamating Company with other similar funds of the Amalgamated Company;
(o) the Amalgamated Company agrees that for the purpose of payment of any retrenchment compensation, gratuity and other terminal benefits, the past services of the employees with the Amalgamating Company, if any, as the case may be, shall also be taken into account, and agrees and undertakes to pay the same as and when payable;
(p) all trademarks, trade names, service marks, copyrights, logos, corporate names, brand names, domain names and all registrations, applications and renewals in connection therewith, and software and all website content (including text, graphics, images, audio, video and data), trade secrets, confidential business information and other proprietary information shall stand transferred to and vested in the Amalgamated Company;
(q) all registrations, goodwill and licenses, appertaining to the Amalgamating Company, if any, shall be transferred to, and vested in, the Amalgamated Company;
(r) all taxes (including but not limited to advance tax, tax deducted at source, minimum alternate tax, withholding tax, banking cash transaction tax, securities transaction tax, taxes withheld/paid in a foreign country, value added tax, sales tax, service tax, goods and services tax, customs, duties, etc.), including any interest, penalty, surcharge and cess, if any, payable by or refundable to the Amalgamating Company, including all or any refunds or claims shall be treated as the tax liability or refunds/claims, as the case may be, of the Amalgamated Company, and any tax incentives, advantages, privileges, exemptions, credits, holidays, remissions, reductions etc., as would have been available to the Amalgamating Company, shall pursuant to this Scheme becoming effective, be available to the Amalgamated Company;
(s) all approvals, allotments, consents, concessions, clearances, credits, awards, sanctions, exemptions, subsidies, registrations, no-objection certificates, permits, quotas, rights, entitlements, authorisation, pre-qualifications, bid acceptances, tenders,

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licenses (including the licenses granted by any governmental, statutory or regulatory bodies for the purpose of carrying on its business or in connection therewith), permissions (including but not limited to permissions granted in relation to launch futures and options contracts) and certificates of every kind and description whatsoever in relation to the Amalgamating Company, or to the benefit of which the Amalgamating Company may be eligible/entitled, whether procured prior to, on, or after, the Appointed Date and which are subsisting or having effect on the Effective Date, shall be in full force and effect in favour of the Amalgamated Company and may be enforced as fully and effectually as if, instead of the Amalgamating Company, the Amalgamated Company had been a party or beneficiary or obligor thereto. It is hereby clarified that if the consent of any third party or authority is required to give effect to the provisions of this Clause, the said third party or authority shall make and duly record the necessary substitution/endorsement in the name of the Amalgamated Company pursuant to the sanction of this Scheme by the Competent Authority(ies), and upon this Scheme becoming effective in accordance with the terms hereof. For this purpose, the Amalgamated Company may file appropriate applications/documents with relevant authorities concerned for information and record purposes;

(t) benefits of any and all corporate approvals as may have already been taken by the Amalgamating Company, whether being in the nature of compliances or otherwise, including without limitation approvals under Sections 42, 62(1)(a), 180, 185, 186, 188 etc., of the Act, read with the rules and regulations made thereunder, shall stand transferred to the Amalgamated Company and the said corporate approvals and compliances shall be deemed to have been taken/complied with by the Amalgamated Company; it being clarified that if any such resolutions have any monetary limits approved subject to the provisions of the Act and of any other applicable statutory provisions, then the said limits, as are considered necessary by the Board of the Amalgamated Company, shall be added to the limits, if any, under the like resolutions passed by the Amalgamated Company;
(u) all the benefits under the various incentive schemes and policies that the Amalgamating Company is entitled to, including tax credits, tax deferral, exemptions and benefits (including sales tax and service tax), subsidies, tenancy rights, liberties, special status and other benefits or privileges enjoyed or conferred upon or held or availed by the Amalgamating Company and all rights or benefits that have accrued or which may accrue to the Amalgamating Company, whether on, before or after the Appointed Date, shall upon this Scheme becoming effective and with effect from the Appointed Date be transferred to and vest in the Amalgamated Company and all benefits, entitlements and incentives of any nature whatsoever, shall be claimed by the Amalgamated Company and these shall relate back to the Appointed Date as if the Amalgamated Company was originally entitled to all benefits under such incentive schemes and or policies;
(v) without prejudice to the generality of the foregoing, all lease agreements and leave and license agreements, as the case may be, to which the Amalgamating Company is a party, whether executed prior to, on, or after, the Appointed Date and having effect on the Effective Date, shall remain in full force and effect on the terms and conditions contained therein in favour of or against the Amalgamated Company and may be enforced fully and effectually as if, instead of the Amalgamating Company, the Amalgamated Company is a party or beneficiary or obligee thereto or thereunder; and the respective lessees and the licensees, as the case may be, shall continue to be in possession of the premises subject to the terms and conditions contained in the relevant lease agreements or leave and license agreements, as the case may be. Further, all the rights, title, interest and claims of the Amalgamating Company in any properties including leasehold/ licensed properties of the Amalgamating Company, including but not limited to, security deposits and advance or prepaid lease or license fee, shall, on the same terms and conditions, be transferred to, and vested in, or be deemed to have been transferred to, and vested in, the Amalgamated Company automatically, without requirement of any further act or deed. The Amalgamated Company shall be entitled to occupy and use all premises, whether owned, leased or licensed, relating to the Amalgamating Company until the transfer of the rights and obligations of the Amalgamating Company to the Amalgamated Company under this Scheme is formally accepted by the parties concerned and shall continue to pay rent or lease or license fee as provided for under such agreements, and the Amalgamated Company shall continue to comply with the terms, conditions and covenants thereunder;
(w) all authorities and powers of attorney given by, issued to or executed in favour of the Amalgamating Company, shall stand transferred to the Amalgamated Company, and the Amalgamated Company shall be bound by the terms thereof, the obligations and duties thereunder, and the rights and benefits under the same shall be available to the Amalgamated Company;
(x) all electricity connections and tariff rates in respect thereof sanctioned by various public sector and private companies, boards, agencies and authorities to the Amalgamating Company, together with security deposits and all other advances paid,

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shall stand automatically transferred to, and vested in, favour of the Amalgamated Company on the same terms and conditions without any further act, instrument, deed, matter or thing being made, done or executed. The relevant electricity companies, boards, agencies and authorities shall issue invoices in the name of the Amalgamated Company with effect from the billing cycle commencing from the month immediately succeeding the month in which an intimation of the approval of this Scheme by the Court is filed by the Amalgamated Company with them. The Amalgamated Company and the relevant electricity companies, boards, agencies and authorities shall continue to comply with the terms, conditions and covenants associated with the grant of such connection. Without limiting the generality of the foregoing, the Amalgamated Company shall also be entitled to refund of security deposits paid to or placed with such electricity companies, boards, agencies, the municipal corporation, statutory and other authorities by the Amalgamating Company.

1.2 Any inter-se transaction between the Amalgamating Company and the Amalgamated Company, including loans, advances, obligations and liabilities (including any guarantees, letters of credit, letters of comfort or any other instrument or arrangement which may give rise to a contingent liability in whatever form), if any, shall, ipso facto, stand cancelled and appropriate effect shall be given in the books of accounts and records of the Amalgamated Company.
1.3 The Amalgamated Company may at any time after this Scheme becoming effective in accordance with the provisions hereof, if so required under Applicable Law or otherwise, do all such acts or things as may be necessary to transfer/obtain the approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licenses and certificates which were held or enjoyed by the Amalgamating Company. It is hereby clarified that if the consent of any third party or Governmental Authority, if any, is required to give effect to the provisions of this Clause, the said third party or Governmental Authority shall make and duly record the necessary substitution/endorsement in the name of the Amalgamated Company pursuant to the sanction of this Scheme by the Competent Authority(ies), and upon this Scheme becoming effective in accordance with the provisions of the Act and with the terms hereof. For this purpose, the Amalgamated Company may file appropriate applications/documents with relevant Governmental Authority concerned for information and record purposes.

4. PAYMENT OF CONSIDERATION

4.1 Upon coming into effect of this Scheme and in consideration of the amalgamation of the Amalgamating Company into and with the Amalgamated Company, the Amalgamated Company shall, without any further application, act or deed, issue and allot to the shareholders of the Amalgamating Company on the Record Date, 5,510 (Five Thousand Five Hundred and Ten) Amalgamated Company Shares, credited as fully paid-up, for every 100 (One Hundred) equity shares of the face value of INR 10 (Rupees Ten) each fully paid-up held by such shareholder in the Amalgamating Company (“Fair Equity Share Exchange Ratio”). The Amalgamated Company Shares to be issued and allotted by the Amalgamated Company to the shareholders of the Amalgamating Company in accordance with this Clause 4.1 of Part III of this Scheme shall be referred to as “New Equity Shares”.

6. CANCELLATION OF SHARES AND OTHER ARRANGEMENTS

6.1 As an integral part of this Scheme and upon this Scheme becoming effective, (A) the equity shares; and (B) the non-cumulative redeemable preference shares of the Amalgamated Company, held by the Amalgamating Company, on the Effective Date, shall be cancelled without any further act or deed by operation of law.

7. DISSOLUTION OF AMALGAMATING COMPANY

Upon this Scheme becoming effective, the Amalgamating Company shall stand dissolved without being wound up, without any further act, instrument or deed. On and from the Effective Date, the records relating to the Amalgamating Company with Governmental Authorities shall be treated as, and merged with, the relevant records of the Amalgamated Company.

GENERAL TERMS AND CONDITIONS

1. CHANGE OF NAME OF THE AMALGAMATED COMPANY

1.1 As an integral part of this Scheme, upon the effectiveness of this Scheme, the name of the Amalgamated Company shall stand amended to ‘Jupiter Wagons Limited’ or such other name approved by the Board of the Amalgamated Company and which is available and approved by the RoC. The Amalgamated Company may, as a matter of process, file the requisite e-form with the relevant RoC in accordance with Applicable Law, and no other separate procedure, or execution of instrument or deed, shall be required to give effect to the above.

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11. EFFECTIVE DATE

11.1 After the last of the approvals or events specified under Clause 10 of Part IV of this Scheme are satisfied or obtained or have occurred or the requirement of which has been waived (in writing) in accordance with this Scheme, the Amalgamating Company and Amalgamated Company shall file the certified copies of the relevant order(s) of the Competent Authority(ies) approving this Scheme with the RoC and the date of such filing shall be the date of effectiveness of this Scheme (“Effective Date”). For the avoidance of doubt, it is clarified that in case the Amalgamating Company and Amalgamated Company make such filings on different dates, then the last date on which such filings are made with the RoC shall be deemed to be the Effective Date.
11.2 The Scheme shall be operative from the Effective Date and be effective from the Appointed Date. Unless this Scheme becomes effective in accordance with the provisions of this Clause 11, no rights and liabilities whatsoever shall accrue to, or be incurred inter-se, the Companies or their respective shareholders or creditors or any other person.

13. RESIDUAL PROVISIONS

13.1 In the event of any inconsistency between any of the terms and conditions of any earlier arrangement between the Companies and their respective shareholders and/or creditors, and the terms and conditions of this Scheme, the latter shall prevail.
13.2 Without prejudice to the generality of other provisions of this Scheme and notwithstanding anything to the contrary contained in this Scheme, the Board of the Amalgamated Company shall have the option and shall be entitled to make suitable accounting entries at the time of closing of the books of accounts for the first financial year post the effectiveness of this Scheme as they may deem fit to give effect to the intent herein.

You are requested to read the entire text of the Scheme to get fully acquainted with the provisions thereof. The aforesaid are only some of the salient extracts thereof.

Valuation and accounting treatment

The accounting treatment as proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act. The certificate issued by the Statutory Auditor of the Transferee Company is open for inspection at the registered office of the Transferee Company.
The statutory auditor of the Transferor Company has also issued a certificate to the effect that the accounting treatment as prescribed in the Scheme is in conformity with the Accounting Standards as prescribed under Section 133 of the Act. The certificate issued by the Statutory Auditor of the Transferor Company is open for inspection at the registered office of the Transferee Company.

Effect of the Scheme on various parties

The effect of the proposed Scheme on the stakeholders of the Transferee Company would be as follows:
(a) Shareholders (including promoter and non-promoter)
- i. As an integral part of the Scheme, upon the Scheme becoming effective, (A) the equity shares; and (B) the noncumulative redeemable preference shares, of the Amalgamated Company, held by the Amalgamating Company, on the Effective Date (as defined in the Scheme), shall be cancelled without any further act or deed by operation of law. Upon the Scheme becoming effective and in consideration of the amalgamation of the Amalgamating Company into and with the Amalgamated Company, the Amalgamated Company shall, without any further application, act or deed, issue and allot to the shareholders of the Amalgamating Company as on the Record Date (as defined in the Scheme), 5510 Amalgamated Company Shares (as defined in the Scheme), credited as fully paid-up, for every 100 equity shares of the face value of INR10/-(Rupees ten only) each fully paid-up held by such shareholder in the Amalgamating Company, based on the Share Exchange Ratio.
- ii. Upon the Scheme becoming effective, the equity shares of the Amalgamated Company, including the New Equity Shares (as defined in the Scheme)that are to be issued and allotted by the Amalgamated Company in accordance with [Clause 5.1 of Part III of the Scheme], shall be listed and shall be admitted for trading on the BSE Limited (the “BSE”) and the National Stock Exchange of India Limited (the “NSE”) (the BSE and the NSE shall collectively be referred to as the “Stock Exchanges”), in accordance with the provisions of applicable laws (including, specifically, the SEBI circular dated March 10, 2017 and bearing reference number CFD/DIL3/CIR/2017/21, as amended from time to time), listing being subject to the Amalgamated Company complying with the conditions and other requirements of the Stock Exchanges, the Securities and Exchange Board of India and such other regulatory authorities.

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iii. The promoters and the promoter group of the Amalgamated Company currently hold 60.65% of the total equity share capital of the Amalgamated Company. The Amalgamating Company, which is a promoter of the Amalgamated Company, holds 45.45% of the total equity share capital in the Amalgamated Company, as on 26th February 2021. Upon the Scheme becoming effective, the promoter and promoter group of the Amalgamated Company shall hold 74.62% of the total equity share capital of the Amalgamated Company and the public shareholders shall hold the remaining 25.38% of the total equity share capital of the Amalgamated Company.The shares held by the Amalgamating Company in Amalgamated Company will be cancelled pursuant to Amalgamation.

The Scheme is expected to have several benefits for the Transferor Company, as indicated in the rationale set out in the Scheme, and is expected to be in the best interests of the shareholders of the Company.

(b) Creditors
i. Under the Scheme, there is no arrangement with the secured or unsecured creditors of the Amalgamated Company. No compromise is offered under the Scheme to any secured or unsecured creditors of the Amalgamated Company. The liabilities of the secured or unsecured creditors of the Amalgamated Company is neither being reduced nor being extinguished.
ii. The Amalgamated Company has not issued any debentures. The Amalgamated Company has not accepted any deposits from any person.
(c) Employees, Directors and Key Managerial Personnel
i. The directors or KMPs of the Amalgamated Company or their relatives do not have any interest in the Scheme, financially or otherwise, except as shareholders of the Amalgamated Company, where applicable. Upon the Scheme becoming effective, the designation and/or roles of the existing KMPs of the Amalgamated Company may change in accordance with business and commercial requirements of the Amalgamated Company, the applicable law and /or the constitutional documents of the Amalgamated Company. The Scheme itself does not affect the office of the KMPs of the Amalgamated Company.
ii. Upon the Scheme becoming effective, the composition of the Board of the Amalgamated Company may, if required, under applicable law, the memorandum and articles of association of the Amalgamated Company and/or business or commercial requirements of the Amalgamated Company, be reconstituted to include appropriate number of independent directors, women directors, etc.
iii. The Scheme is not expected to have any impact on the employees of the Amalgamated Company. The employees of the Amalgamated Company will continue to be employees of the Amalgamated Company on the same terms and conditions as before.

The Scheme is expected to be beneficial to the Company, the Amalgamated Company, its shareholders, creditors and other stakeholders and the terms thereof are fair and reasonable.

The effect of the proposed Scheme on the stakeholders of the Transferor Company would be as follows:
A. Effect of the Scheme on the Equity Shareholders (promoter shareholders and non-promoter shareholders) of the Transferor Company
- i. Under the Scheme, an arrangement is sought to be entered into between the Amalgamating Company, its equity shareholders and the Amalgamated Company. Upon the Scheme becoming effective, the equity shareholders of the Amalgamating Company shall be issued and allotted fully paid up equity shares of the Amalgamated Company in the manner stipulated in Clause 4.1 of Part III of the Scheme. Further, the authorized share capital of the Amalgamating Company shall stand transferred to and be amalgamated / combined with the authorized share capital of the Amalgamated Company in the manner stipulated in Clause 3.2 of Part III of the Scheme.
- ii. The promoters of the Amalgamating Company shall be a part of the promoter and promoter group of the Amalgamated Company upon the Scheme being effective, and shall be issued such number of equity shares in the Amalgamated Company as they may be entitled to pursuant to Clause 4.1 of Part III of the Scheme.
B. Effect of the Scheme on the Creditors
- i. Under the Scheme, there is no arrangement with the creditors, either secured or unsecured, of the Amalgamating

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Company. No compromise is offered under the Scheme to any creditors of the Amalgamating Company. The liabilities of the creditors of the Amalgamating Company, under the Scheme is neither being reduced nor being extinguished. The creditors of the Amalgamating Company are in no way affected by the Scheme.

  - ii. The Amalgamating Company has not issued any debentures. The Amalgamating Company has not accepted any deposits from any person.

C. Effect of the Scheme on the Employees, Directors and KMP of the Transferor Company
- i. As stated in Clause 1.2(m) of Part III of the Scheme, with effect from the Effective Date (as defined in the Scheme), all employees, permanent employees, temporary employees, probationers, trainees and interns, if any, of the Amalgamating Company, whether hired prior to, on, or after, the Appointed Date but who are in employment / engagement of the Amalgamating Company on the Effective Date(as defined in the Scheme), shall become, and be deemed to have become, the employees, permanent employees, temporary employees, probationers, trainees and interns, in the same capacity, as the case may be, of the Amalgamated Company, without any break or interruption in their services and on the terms and conditions which are no less favourable than those on which they are engaged by the Amalgamating Company. Therefore, the rights of the employees of the Amalgamating Company are not affected in any manner by the Scheme.
- ii. Upon the Scheme becoming effective, the Amalgamating Company shall stand dissolved without being wound up. Under such circumstances, the directors and key managerial personnel of the Amalgamating Company shall cease to be directors and key managerial personnel of the Amalgamating Company.
- iii. The directors, key managerial personnel of the Amalgamating Company and their relatives may be deemed to have an interest in the Scheme to the extent of the equity shares held by them in the Amalgamating Companies and / or to the extent that the said director(s), key managerial personnel and their respective relatives are the director(s), members of the companies that hold shares in the Amalgamating Companies. Save as aforesaid, none of the director(s) or key managerial personnel have any interest in the Scheme. None of the directors of the Amalgamating Company or key managerial personnel of the Amalgamating Company currently hold shares exceeding two per cent of the paid-up share capital of the Amalgamated Company.
In compliance with the provisions of Section 232(2)(c) of the Act, the Board of Directors of the Transferor Company and the Transferee Company, in their respective meetings, held on 28th September, 2020, have adopted a report, inter alia, explaining the effect of the Scheme on its shareholders and key managerial personnel amongst others. Copy of the Reports adopted by the Board of Directors of the Transferor Company and the Transferee Company are enclosed as Annexure 8 and Annexure 9, respectively.

Other matters

No investigation proceedings have been instituted or are pending in relation to the Transferee Company under Chapter XIV of the Act or under the corresponding provisions of Sections 235 to 251 of the Companies Act, 1956 and to the knowledge of the Transferee Company, no investigation proceedings have been instituted or are pending in relation to the Transferor Company under Chapter XIV of the Act.
No proceedings are pending under the Act or under the corresponding provisions of the Companies Act, 1956 against the Transferee Company and to the knowledge of the Transferee Company, no proceedings are pending under the Act against the Transferor Company.
To the knowledge of the Transferee Company no winding up proceedings have been filed or pending against the Transferee Company under the Act or the corresponding provisions of the Companies Act, 1956. Further, to the knowledge of the Transferee Company, no winding up proceedings have been filed or pending against the Transferor- Company under the Act.
There is no capital restructuring or debt restructuring being undertaken pursuant to this Scheme.
The copy of the proposed Scheme has been filed by the Transferee Company before the concerned Registrar of Companies.
The Unaudited Financial Results of the Transferee Company and the Audited Financial Results of the Transferor Company, respectively, for the quarter and nine months ended December 31, 2020, are enclosed as Annexure 10 and Annexure 11, respectively.
As per the books of accounts (as on December 31, 2020) of the Transferee Company and the Transferor Company, respectively, the amount due to the unsecured creditors are Rs.66,82,45,220.30 and Rs. 68,21,83,483/-, respectively.
The Transferor Company has secured loan of Rs. 94,99,16,285/- and Rs. 29,57,03,106/- from Banks & NBFC’s aggregating to Rs. 1,245,619,391/- as on 31st March, 2020 which will be carried forward to the Transferee Company in accordance with the proposed scheme.

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The name and address of the promoter of the Transferee Company including its shareholding in the Companies as on 26th February, 2021 are as under:

Sl. No	Name and address of Promoters and Promoter Group	Transferee Company	Transferee Company	Transferor Company	Transferor Company
		No. of Shares of Rs. 10/- each	%	No. of Shares of Rs. 10/- each	%
Promoters
1	MurariLal Lohia 15A, Mandevilla Gardens, Kolkata 700019	12,95,336	1.45%	2,53,137	4.12%
2	Murari Lal Lohia (HUF) 15A, Mandevilla Gardens, Kolkata 700019	45,33,678	5.07%	50,311	0.82%
3	Jupiter Forging & Steel Pvt. Ltd. 11, Satyen Dutta Road, Kolkata – 700029	9,71,504	1.09%	2,53,750	4.13%
4	Jupiter Wagons Limited 4/2, Middleton Street Kolkata – 700071	4,06,66,835	45.45%	-	-
5	Tatravagonka A.S. Stefanikova 887/53, 05801 Poprad , Slovak Republic	68,00,518	7.60%	13,16,610	21.42%

The names and addresses of the promoters of the Transferor Company including their shareholding in the Companies as on 26th February, 2021 are as under:

Sr. No	Name and address of Promoters and Promoter Group	Transferee Company	Transferee Company	Transferor Company	Transferor Company
		No. of Shares of Rs. 10/- each	%	No. of Shares of Rs. 10/- each	%
Promoters
1	MurariLal Lohia 15A, Mandevilla Gardens, Kolkata 700019	12,95,336	1.45%	2,53,137	4.12%
2	Murari Lal Lohia (HUF) 15A, Mandevilla Gardens, Kolkata 700019	45,33,678	5.07%	50,311	0.82%
3	Usha Lohia 15A, Mandevilla Gardens, Kolkata 700019	-	-	34,703	0.56%
4	Vivek Lohia 15A, Mandevilla Gardens, Kolkata 700019	-	-	1,41,498	2.30%
5	Ritu Lohia 15A, Mandevilla Gardens, Kolkata 700019	-	-	26,195	0.43%
6	Vikash Lohia 15A, Mandevilla Gardens, Kolkata 700019	-	-	2,07,377	3.37%
7	Samir Kumar Gupta Shantiniketan,313, Sardarpara Bramhapur, South 24 Paranas Kolkata-700096	-	-	1000	002%
	g			,	.
8	Shradha Lohia
	15A, Mandevilla Gardens, Kolkata 700019	-	-	13,220	0.22%

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9	Karisma Goods Private Limited 30, Gurupada Halder Road, Kolkata 700026	-	-	16,25,794	26.45%
10	Jupiter Metal Spring Private Limited 4/2, Middleton Street,Kolkata 700071	-	-	7,87,600	12.82%
11	Anish Consultants & Credits Private Limited 30, Gurupada Halder Road, Kolkata 700026	-	-	2,78,800	4.54%
12	Jupiter Forging & Steel Pvt. Ltd. 11, Satyen Dutta Road Kolkata - 700029	9,71,504	1.09%	2,53,750	4.13%

The names and addresses of the directors of the Transferee Company as on 26th February, 2021 are as follows:

Sr. No.	Name of Directors	DIN	Address
1	Prakash Yashwant Gurav	02004317	Mritinjaya Apartments, 3 Rd Floor, 54 Ideal Colony, Kothrud Pune 411029 MH IN
2	Venkat Raja Manchi Rao	00110363	H-601, Rohan Nilay, Near, Spicer School Pune 411007 MH IN
3	Vineeta Shriwani	08095170	Flat No. 303, Mseb Officers Quarters, R- 10, Block-E, Bandra Kurla Complex, Bandra East Mumbai 400051 MH
4	Abhishek Jaiswal	07936627	Duplex Number 06, Ward Number-79, Behind Microwave Colony, South Civil Lines, Pachpedi Jabalpur 482001 MP
5	Ganesan Raghuram	01099026	Directors Residence, IIM Bangalore Campus, IIMB Bilekahali, Bangalore
6	Madhuchhanda Chatterjee	02510507	AH-244,Sector-Ii Salt Lake City Bidhannagar(M), Sech Bhawan North 24 Par Ganas Kolkata 700091 WB IN

The names and addresses of the directors of the Transferor Company as on 26th February, 2021 are as follows:

Sr. No.	Name of Directors	DIN	Address
1	Vikash Lohia	00572725	15A, Mandeville Garden, Ballygunge Circus Avenue Kolkata 700019
2	Vivek Lohia	00574035	15A, Mandeville Garden, Ballygunge Circus Avenue Kolkata 700019
3	Samir Kumar Gupta	00576571	Shantiniketan,313, Sardarpara Bramhapur, South 24 Parganas Kolkata-700096
4	Asim Ranjan Das Gupta	02284092	Block B, Flat-11, Omkar Appartment, 113A/4, Sarat Ghosh Garden Road, Dhakuria Kamala Park, Kolkata-700031
5	Avinash Gupta	02783217	2A-54A,PL-444,2,Jaldarshan Bldng, Laxmibai Jagmaohandas Marg Nepean Sea Rd,August Kranti Marg Mumbai 400036
6	Rahul Saraogi	00496259	No. 51, Chamiers Road, Flat No. 5 A Raja Annamalaipuram, Chennai – 600028 (TN)
7	Chetna Gupta	02212440	25 Chinar Park, Destiny Tower Flat No 5 B Kolkata 700157
8	Siddhi Dhandharia	07144036	397 Block G New Alipore, Kolkata 700053

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The details of the shareholding of the Directors and the Key Managerial Personnel (KMP) of the Transferee Company in the Companies as on 26th February, 2021 are as follows:

Sr. No.	Name of Director and KMP	Position	Equity Shares held in	Equity Shares held in
			Transferee Company	Transferor Company
1	MANCHI VENKATRAJA RAO	Director	0	0
2	GANESAN RAGHURAM	Director	0	0
3	PRAKASH YASHWANT GURAV	Director	0	0
4	MADHUCHHANDA CHATTERJEE	Director	0	0
5	ABHISHEKJAISWAL	Director	0	0
6	VINEETA SHRIWANI	Director	0	0
7	ABHISHEK JAISWAL	CEO(KMP)	0	0
8	DEEPESH KEDIA	Company Secretary	0	0
9	SANJIV KESHRI	Chief Financial Officer	1000	0
10	VIVEK LOHIA*	Additional Director	0	141498

*Appointed as Additional Director on 25.03.2021

The details of the shareholding of the Directors and the Key Managerial Personnel (KMP) of the Transferor Company in the Companies as on 26th February, 2021 are as follows:

Sr. No.	Name of Director and KMP	Position	Equity Shares held in	Equity Shares held in
			Transferee Company	Transferor Company
1	Vikash Lohia	Director	-	11426473
2	Vivek Lohia	Director	-	141498
3	Samir Kumar Gupta	Director	-	1000
4	Asim Ranjan Das Gupta	Director	-	0
5	Avinash Gupta	Nominee Director	-	0
6	Rahul Saraogi	Nominee Director	-	0
7	Chetna Gupta	Independent Director	-	0
8	Siddhi Dhandharia	Independent Director	-	0
9	Rajiv Kumar Tulsyan	Vice President (Finance) & Company Secretary	-	0

There is change in the shareholding pattern and capital structure of the Transferee Company pursuant to the present Scheme. The preScheme shareholding pattern as on 26th February, 2021; the post-Scheme shareholding pattern and capital structure of the Transferee Company and the Transferor Company (assuming the continuing shareholding pattern as on 26th February, 2021) are as under:

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The Pre-Arrangement shareholding pattern of the Transferee Company and Transferor Company as on 26th February, 2021 and the Post- Arrangement shareholding pattern of the Transferee Company and Transferor Company (assuming the continuing shareholding pattern as on 26th February, 2021)

Name	Amalgamating	Amalgamating	Amalgamated (Pre)	Amalgamated (Pre)	Amalgamated (Issue / Cancel)	Amalgamated (Issue / Cancel)	Amalgamated (Post)	Amalgamated (Post)
	No. of Shares	Holding (%)	No. of Shares	Holding (%)	No. of Shares Issued	No. of Shares Cancelled	No. of Shares	Holding (%)
Promoter Holding Individuals
MurariLal Lohia	2,53,137	4.12%	12,95,336	1.45%	13947849	-	1,52,43,185	3.93%
Murari Lal Lohia (HUF)	50,311	0.82%	45,33,678	5.07%	2772136	-	73,05,814	1.89%
Usha Lohia	34,703	0.56%	-	-	1912135	-	19,12,135	0.49%
Vivek Lohia	1,41,498	2.30%	-	-	7796540	-	77,96,540	2.01%
Ritu Lohia	26,195	0.43%	-	-	1443345	-	14,43,345	0.37%
Vikash Lohia	2,07,377	3.37%	-	-	11426473	-	1,14,26,473	2.95%
Samir Kumar Gupta	1,000	0.02%	-	-	55100	-	55,100	0.01%
Shradha Lohia	13,220	0.22%	-	-	728422	-	7,28,422	0.19%
						-	-	-
Corporate Bodies						-	-	-
Karisma Goods Pvt.Ltd	16,25,794	26.45%	-	-	89581249	-	8,95,81,249	23.12%
Jupiter Metal Spring Pvt.Ltd	7,87,600	12.82%	-	-	43396760	-	4,33,96,760	11.20%
Anish Consultants & CreditsP.Ltd	2,78,800	4.54%	-	-	15361880	-	1,53,61,880	3.96%
Riddles Marketing Pvt. Ltd.	-	-	-	-	564775	-	5,64,775	0.15%
Jupiter Forging & Steel Pvt. Ltd.	2,53,750	4.13%	9,71,504	1.09%	13981625	-	1,49,53,129	3.86%
Jupiter Wagons Limited	-	-	4,06,66,835	45.45%	0	(4,06,66,835)	-	-
					0.000	-	-	-
Non Resident
Tatravagonka A.S.	-	-	68,00,518	7.60%	7,25,45,211.000	-	7,93,45,729	20.48%

Total Promoter Holding	36,73,385	59.77%	5,42,67,871	60.65%	27,55,13,500	(4,06,66,835)	28,91,14,536	74.62%
Public Shareholding
Resident
Riddles Marketing Pvt. Ltd.	10,250	0.17%	-	-	-	-	-	-
Non Resident					-	-	-	-
Tatravagonka A.S.	13,16,610	21.42%	-	-	-	-	-	-
Atyant Capital India Fund - I	2,69,207	4.38%	-	-	14833306	-	1,48,33,306	3.83%
Vanderbilt University	3,01,844	4.91%	-	-	16631604	-	1,66,31,604	4.29%
Gothic Corporation	2,98,391	4.86%	-	-	16441344	-	1,64,41,344	4.24%
The Duke Endowment	1,08,308	1.76%	-	-	5967771	-	59,67,771	1.54%
Gothic HSP Corp	1,05,227	1.71%	-	-	5798008	-	57,98,008	1.50%
Employees Retirement plan of	62,542	1.02%	-	-	3446064	-	34,46,064	0.89%
Duke University					-	-	-	-
FIs					-	-	-	-
Axis Bank	-	-	83,49,158	9.33%	-	-	83,49,158	2.15%
Public					-	-	-	-
Others	-	-	2,68,65,628	30.02%	-	-	2,68,65,628	6.93%


Total - Public Shareholding	24,72,379	40.23%	3,52,14,786	39.35%	6,31,18,097	-	9,83,32,883	25.38%
Grand Total	61,45,764	100.0%	8,94,82,657	100.0%	33,86,31,597	(4,06,66,835)	38,74,47,419	100.0%

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The Post-Arrangement Capital Structure of the Transferee Company (assuming the continuing capital structure as on 26th February, 2021)

2021)
Particulars	Amount (INR)
Authorized Capital
38,88,50,000 Equity Shares of INR 10 each	388,85,00,000
88,00,000 preference shares of INR 100 each	88,00,00,000
Total	476,85,00,000
Issued, subscribed and Paid up Share Capital
38,74,47,419 Equity Shares of INR 10 each	3,87,44,74,190
Total	3,87,44,74,190

In the event that the Scheme is withdrawn in accordance with its terms, the Scheme shall stand revoked, cancelled and be of no effect and null and void.

The following documents will be available for inspection by the Equity shareholders of the Applicant Company through electronic mode on the website of the Company. The weblink for the same is www.cebbco.com, In addition to the above, the following documents will also be open for inspection by the Equity Shareholders of the Applicant Company at its registered office at 48, Vandana Vihar, Narmada Road, Gorakhpur, Jabalpur – 482001, Madhya Pradesh between 10.30 a.m. to 12.30 p.m. on all working days up to the date of the meeting:
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(i) Copy of the order passed by NCLT in C.A.(CAA)/8(MP)2021, dated 16 April, 2021 directing the Transferee Company to, inter alia, convene the meetings of its equity shareholders, secured creditors and unsecured creditors;
(ii) Copy of C.A.(CAA)/8(MP)2021 along with annexures filed by the Transferee Company before NCLT;
(iii) Copy of C.A.No.52/KB/2021 along with annexures filed by the Transferor Company before the National Company Law Tribunal, Bench at Kolkata;
(iv) Copy of the Memorandum and Articles of Association of the Transferor Company and the Transferee Company;
(v) Copy of the annual reports of the Companies, for the financial years ended March 31, 2020, March 31, 2019 and March 31, 2018, respectively;
(vi) Copy of the Unaudited financial results of the Transferee Company for the quarter and nine months ended December 31, 2020;
(vii) Copy of the Audited financial results of Transferor Company for the quarter and nine months ended December 31, 2020;
(viii) Copy of the Register of Directors’ shareholding of each of the Companies;
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(ix) Copy of the Valuation Report dated 28 September, 2020 issued by Dhwanit Kashyap Vaidya, registered valuer, IBBI Registration Number: IBBI/RV/06/2019/11411;
(x) Copy of the valuation report dated 28 September, 2020 issued by TR Chaddha & Co LLP, independent chartered accountants, ICAI Firm Registration Number: 006711N / N500028;
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(xi) Copy of the Fairness Opinion dated 28 September, 2020 issued by Systematix Corporate Services Limited, a SEBI registered merchant bank;
(xii) Copy of the Audit Committee Report of the Transferee Company;
(xiii) Copy of the Audit Committee Report of the Transferor Company;
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(xiv) Copy of the resolutions, dated 28 September, 2020, passed by the Board of Directors of the Transferor Company and the Transferee Company, respectively, approving the Scheme;
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(xv) Copy of the Statutory Auditors’ certificate dated 28 September, 2020 issued Statutory Auditors of the Transferee Company;
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(xvi) Copy of the Statutory Auditors’ certificate dated 28 September, 2020 issued by Statutory Auditors of the Transferor Company;

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(xvii) Copy of the complaints report, both dated 17th Novembers 2020, submitted by the Transferee Company to BSE and NSE;
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(xviii) Copy of the no adverse observations/no-objection letter issued by BSE and NSE, dated 14th December, 2021 and 10 December, 2021 to the Transferee Company;
(xix) Copy of the certificate, issued by Chartered Accountants, certifying the amount due to the unsecured creditors of the Transferee Company as on December 31, 2020;
(xx) Copy of the certificate, issued by Chartered Accountants, certifying the amount due to the unsecured creditors of the Transferor Company as on December 31, 2020;
(xxi) Copy of the Scheme;
(xxii) Copy of the Reports dated 28th September, 2020 adopted by the Board of Directors of the Transferor Company and the Transferee Company, respectively, pursuant to the provisions of section 232(2)(c) of the Act;
(xxiii) Copy of the applicable information of the Transferor Company in the format specified for abridged prospectus as provided in Part E of Schedule VI of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
This statement may be treated as an Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the Act read with Rule 6 of the Rules. Hard copies of the Particulars as defined in this Notice can be obtained free of charge between 10.30 a.m. to 12.30 p.m. on all working days, at the registered office of the Applicant Company, up to the date of the Meeting, at 48, Vandana Vihar, Narmada Road, Gorakhpur, Jabalpur – 482001, Madhya Pradesh or from the office of authorised representative Mr. Chetan Patel at 301 Akshar Stadia, Opp. Symphony House, B/H Armieda Cosmetic Centre, Off S G Highway, Bodakdev, Ahmedabad - 380059;
After the Scheme is approved, by the equity shareholders, secured creditors and unsecured creditors of the Applicant Company, it will be subject to the approval/sanction by NCLT or any other statutory or regulatory authorities as may be applicable.

Vineeta Shriwani

Chairperson appointed for the meeting

Dated this 15th Day of May, 2021

Registered office: 48, Vandana Vihar Narmada Road, Gorakhpur Jabalpur – 482001 Madhya Pradesh

Annexure -1

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SCHEME OF AMALGAMATION

OF

JUPITER WAGONS LIMITED AMALGAMATING COMPANY

WITH

COMMERCIAL ENGINEERS & BODY BUILDERS CO. LIMITED AMALGAMATED COMPANY

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

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PART I

OVERVIEW, OBJECTS, DEFINITIONS AND INTERPRERATION

1. OVERVIEW OF THE SCHEME

1.1 This Scheme ( as defined hereinafter ) seeks to amalgamate the Amalgamating Company ( as defined hereinafter ) into and with the Amalgamated Company ( as defined hereinafter ) pursuant to the provisions of Sections 230 - 232 of the Act ( as defined hereinafter ) and other applicable provisions of the Act, Section 2(1B) of the Income-tax Act, 1961 and the SEBI Circular ( as defined hereinafter ).
1.2 The Board ( as defined hereinafter ) of the Amalgamating Company and the Amalgamated Company (collectively referred to as the " Companies ") have resolved that the amalgamation of Amalgamating Company into and with the Amalgamated Company would be in the best interests of the Companies and their respective shareholders, creditors, employees and other stakeholders.
1.3 The equity shares of the Amalgamated Company are listed on the BSE and the NSE. The Amalgamating Company is part of the promoter and promoter group of the Amalgamated Company(as defined under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended). The shares of the Amalgamating Company are not listed on any stock exchange.
1.4 Upon the amalgamation of the Amalgamating Company into and with the Amalgamated Company pursuant to this Scheme becoming effective on the Effective Date ( as defined hereinafter ), the Amalgamated Company will issue New Equity Shares ( as defined hereinafter ) to the shareholders of the Amalgamating Company on the Record Date ( as defined hereinafter ), in accordance with the Fair Equity Share Exchange Ratio ( as defined hereinafter ) approved by the Board ( as defined hereinafter ) of each of the Companies and pursuant to Sections 230 - 232 and other relevant provisions of the Act, and in the manner provided for in this Scheme.
1.5 The amalgamation of the Amalgamating Company into and with the Amalgamated Company will be effective from the Appointed Date ( as defined hereinafter ) but shall be operative from the Effective Date.
1.6 The Scheme has been drawn up in compliance with the conditions relating to 'Amalgamation' as specified under Section 2(1B) of the Income-tax Act, 1961.
1.7 This Scheme presented under Sections 230-232 of the Act for the amalgamation of the Amalgamating Company into and with the Amalgamated Company is divided into the following parts:
Part I: Deals with the overview of this Scheme, brief overview of the Companies, objects of this Scheme and definitions and interpretation.
Part II: Deals with capital structure of the Companies.
Part III: Deals with amalgamation of the Amalgamating Company into and with the Amalgamated Company and sets forth certain additional arrangements that form a part of this Scheme.
Part IV: Deals with the general terms and conditions applicable to this Scheme and various other matters consequential or otherwise integrally connected herewith.

2. BRIEF OVERVIEW OF THE COMPANIES

2.1 Jupiter Wagons Limited
(i) The Amalgamating Company is a public limited company incorporated under the provisions of the Companies Act, 1956 on 27 July, 2006. The Corporate Identification Number of the Amalgamating Company is U35202WB2006PLC110822 and its registered office is located at 4/2, Middleton Street, Kolkata - 700071. The shares of the Amalgamating Company are not listed on any stock exchange.
(ii) The Amalgamating Company is engaged inter alia in the business of manufacturing, casting, forging, rolling, repair and/or maintenance of railway wagons (including passenger cars and freight cars), other vehicles, goods carriages, coaches, rolling stock, railway switches, railway crossings, and other railway accessories/components and other ancillary metal productsrelated to the foregoing products, sales and supply of railway wagons (including passenger cars and freight cars), goods carriages, coaches, rolling stock, railway switches, railways crossings and other railway accessories/components related to the foregoing products.

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2.2 Commercial Engineers & Body Builders Co Limited
(i) The Amalgamated Company is a public limited company incorporated under the provisions of the Companies Act, 1956on 28 September, 1979. The Corporate Identification Number of the Amalgamated Company is L24231MP1979PLC049375 and its registered office is currently located at 48, Vandana Vihar, Narmada Road, Gorakhpur, Jabalpur – 482001, Madhya Pradesh. 1 The equity shares of the Amalgamated Company are listed on the BSE and the NSE.
(ii) The Amalgamated Company is engaged inter alia in the business of metal fabrication comprising of load bodies for commercial vehicles and rail freight wagons and manufacturing, maintenance and repair of commercial vehicles and railway wagons.

3. RATIONALE FOR THIS SCHEME

The proposed amalgamation would be in the best interests of the Companies and their respective shareholders, employees, creditors and other stakeholders as the proposed amalgamation is expected to result inter alia in:

(i) consolidation of the businesses presently being carried on by the Companies, which shall create greater synergies between the business operations of the Companies such as enhancement of net worth of the combined business and backward integration of the operations of the Amalgamated Company's business which will lead to superior ability to leverage the business including reduction in cost of capital, cost savings due to focused operational efforts, rationalization, standardization and simplification of business processes, productivity improvements, improved procurement efficiencies, procurement and distribution logistics;
(ii) enhancement of competitive strength, cost reduction and efficiencies, productivity gains and logistic advantages and operational efficiencies through optimal utilization of resources, as a consequence of pooling of financial, managerial and technical resources, personnel, capabilities, skills, expertise and technologies of the Companies;
(iii) better alignment, coordination and streamlining of day to day operations, leading to improvement in overall working culture and environment;
(iv) utilising the financial strength of the Amalgamating Company to turnaround the Amalgamated Company and embark on a growth phase by modernizing the plants to meet the current industry demand and enter into newer product development and consolidation of market segments;
(v) greater efficiency in cash management and unfettered access to cash flow generated by the combined businesses which can be deployed more efficiently to fund growth opportunities to improve stakeholders' value;
(vi) beneficial results for both the Companies and in the long run, is expected to enhance value for the shareholders;
(vii) formation of a stronger company with a larger capital and asset base to enable the combined business to be pursued in a manner that is more convenient and advantageous to all the stakeholders and regularization of the cash flow of the Amalgamated Company on account of the regular revenue stream of the Amalgamating Company which would help in stabilizing the cash flow issues of the Amalgamated Company; and
(viii) creation of value for various stakeholders and shareholders of the Companies, as a result of the above.

4. DEFINITIONS

4.1 In this Scheme, unless inconsistent with the subject or context, the following expressions have the meanings as set out herein below:
" Act " means the Companies Act, 2013, as notified, clarified, amended, supplemented, modified and/or replaced from time to time and shall include any statutory replacement or re-enactment thereof, including any rules made thereunder or notifications, circulars or orders made/issued thereunder from time to time;
" Amalgamated Company " means Commercial Engineers & Body Builders Co Limited, a company incorporated with Corporate Identification NumberL24231MP1979PLC049375;
" Amalgamated Company Shares " means the fully paid up equity shares of the Amalgamated Company, each having a face value of INR 10 (Rupees ten);

1Note : The Amalgamated Company proposes to change its registered office from Jabalpur, Madhya Pradesh to Kolkata, West Bengal.The shareholders of the Amalgamated Company have passed a resolution approving the change of the registered office from the state of Madhya Pradesh to the state of West Bengal. The Amalgamated Company shall make an application to the relevant Government Authority seeking approval for alteration of its memorandum of association with regard to the change of place of the registered office from the state of Madhya Pradesh to the state of West Bengal, in accordance with Section 13(4) of the Act.

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" Amalgamating Company " means Jupiter Wagons Limited, a company incorporated with Corporate Identification NumberU35202WB2006PLC110822 and includes:
(a) any and all of its assets, whether movable or immovable, tangible or intangible, real or personal, corporeal or incorporeal, in possession or reversion, present, future, or contingent, including but not limited to registrations and memberships, electrical fittings, installations, tools, accessories, power lines, stocks, computers, communication facilities, vehicles, furniture, fixtures and office equipment, all rights, title, interests, covenants, undertakings, and society memberships and rights appurtenant to the immovable property, including continuing rights, covenants, title and interests in connection with any land (together with the buildings and structures standing thereon), whether freehold or leasehold or leave and licensed or right of way and all documents (including panchnamas, declarations, receipts) of title, rights and easements in relation thereto, plant, machinery, trading platform, appliances, equipment, whether licensed, leased or otherwise;
(b) any and all of its investments (including shares whether in dematerialised or physical form, scrips, stocks, bonds, debentures, debenture stock, units or pass through certificates and other securities but other than the investment in the Amalgamated Company), actionable claims, application monies, advance monies, earnest monies, margin money and/or security deposits, payment against warrants or other entitlements, as may be lying with it, including but not limited to the deposits from members, investor's service fund and investor protection fund, loans and advances, recoverable in cash or in kind or for value to be received, provisions, all cash and bank balances and deposits, money at call and short notice, contingent rights or benefits, receivables, including dividends declared or interest accrued thereon, reserves, provisions, funds, benefits of all agreements, bonds, debentures, debenture stock, units or pass through certificates, all deposits and balances with Governmental Authorities and other persons;
(c) any and all of its licenses (including the licenses granted by any Governmental Authority for the purpose of carrying on its business or in connection therewith), permissions, allotments, approvals, consents, concessions, clearances, credits, awards, sanctions, exemptions, subsidies, registrations, no-objection certificates, permits, quotas, rights, entitlements, authorisation, applications made for obtaining all or any of the aforesaid, pre-qualifications, bid acceptances, tenders, certificates, tenancies, trade names, trademarks, service marks, copyrights, logos, corporate names, brand names, domain names, sales tax credits, income-tax credits, goods and service tax credits, privileges and benefits of/ arising out of all licenses, contracts, agreements, applications and arrangements and all other related rights including lease rights, powers and facilities of every kind and description whatsoever, equipment, installations and utilities such as electricity, water and other service connections, all benefits including subsidies, grants, incentives, tax credits (including but not limited to credits in respect of goods and services tax, income tax, minimum alternate tax, value added tax, etc., tax refunds) and all other rights, claims and powers, of whatsoever nature;
(d) any and all of its debts, borrowings and liabilities (whether denominated in Indian rupees or foreign currency), present or future, whether secured or unsecured, all guarantees, assurances, commitments and obligations of any nature or description, whether fixed, contingent or absolute, secured or unsecured, asserted or unasserted, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become due, whenever or however arising (including, without limitation, whether arising out of any contract or tort based on negligence or strict liability);
(e) all contracts, agreements, licenses, leases, memoranda of undertakings, memoranda of agreements, memoranda of agreed points, letters of agreed points, bids, letters of intent, arrangements, undertakings, whether written or otherwise, deeds, bonds, schemes, arrangements, service agreements, sales orders, purchase orders, operation and maintenance compliance, equipment purchase agreements or other instruments of whatsoever nature to which the Amalgamating Company is a party, and other assurances in favour of the Amalgamating Company or powers or authorisations granted by or to it, and all privileges and benefits of/ arising out of all contracts, agreements and arrangements and all other related rights of every kind and description whatsoever;
(f) all insurance policies and all privileges and benefits of/ arising out of all such policies, contracts, agreements and arrangements, including any premium paid, claims pending and all other related rights of every kind and description whatsoever;
(g) all employees, permanent employees, temporary employees, probationers, trainees, interns employed or engaged by the Amalgamating Company;

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(h) rights of any claim not made by the Amalgamating Company in respect of any refund of tax, duty, cess or other charge, including any erroneous or excess payment thereof made by the Amalgamating Company and any interest thereon, with regard to any law, act or rule or scheme made by the Governmental Authority, and in respect of carry forward of un-absorbed losses and unabsorbed tax depreciation, deferred revenue expenditure, rebate, incentives, benefits etc., under the Income-tax Act, 1961, sales tax, value added tax, custom duties and good and service tax or any other or like benefits under Applicable Law;
(i) all books, records, files, papers, engineering and process information, application software, software licenses (whether proprietary or otherwise), test reports, computer programmes, drawings, manuals, data, databases including databases for procurement, commercial and management, catalogues, quotations, sales and advertising materials, product registrations, dossiers, lists of suppliers including service providers, customer/supplier pricing information, and all other books and records, whether in physical or electronic form;
(j) amounts claimed by the Amalgamating Company whether or not so recorded in the books of account of the Amalgamating Company from any Governmental Authority, under any law, act or rule in force, as refund of any tax, duty, cess, or of any excess payment;
(i) all intellectual property rights, including trademarks, trade names, computer programmes, websites, manuals, data, service marks, copyrights, patents, designs, technical know-how, domain names, including applications for such intellectual property rights, used by or held for use by the Amalgamating Company, if any, whether or not recorded in the books of accounts of the Amalgamating Company, whether used or held for use by it; and
(k) all rights to use and avail telephones, telexes, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interests held in trusts, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights, easements, liberties and advantages of whatsoever nature and wheresoever situated belonging to or in the ownership, power or possession and in control of or vested in or granted in favour of or enjoyed by the Amalgamating Company and all other rights and interests of whatsoever nature belonging to or in the ownership, power, possession or control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Amalgamating Company;

" Applicable Law " means all applicable (i) statutes, enactments, acts of legislature or parliament, laws, ordinances, code, directives, rules, regulations, bye-laws, listing agreements, notifications, guidelines or policies of any applicable jurisdiction; and (ii) administrative interpretation, writ, injunction, directions, directives, judgment, arbitral award, decree, orders or approvals required from Governmental Authorities of, or agreements with, any Governmental Authority or a recognized stock exchange;

" Appointed Date " means the 1 October, 2019, or such other date as may be mutually agreed between the Companies and is the date with effect from which this Scheme shall be effective;

" Board " in relation to the Companies means their respective board of directors, and unless it is repugnant to the context or otherwise, includes any committee of directors or any person authorised by the board of directors or by such committee of directors;

" BSE " means the BSE Limited;

" Companies " has the meaning ascribed to such term in Clause 1.2 of Part I of this Scheme;

" Competent Authority(ies) " means the relevant National Company Law Tribunal(s) having jurisdiction over the Amalgamating Company and the Amalgamated Company;

" Effective Date " has the meaning assigned to it in Clause 11.1 of Part IV of this Scheme;

" Encumbrance " means (a) any encumbrance including, without limitation, any claim, mortgage, negative lien, pledge, equitable interest, charge (whether fixed or floating), hypothecation, lien, deposit by way of security, security interest, trust, guarantee, commitment, assignment by way of security, or other encumbrances or security interest of any kind securing or conferring any priority of payment in respect of any obligation of any person and includes without limitation any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security in each case under any law, contract or otherwise, including any option or right of pre-emption, public right, common right, easement rights, any attachment, restriction on use, transfer, receipt of income or exercise of any other attribute of ownership, right of set-off and/ or any other interest held by a third party; (b) any voting agreement, conditional sale contracts, interest, option, right of first offer or transfer

5.2

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restriction; (c) any adverse claim as to title, possession or use; and/ or (d) any agreement, conditional or otherwise, to create any of the foregoing, and the term 'encumber' shall be construed accordingly;

" Fair Equity Share Exchange Ratio " has the meaning assigned to it in Clause 4.1 of Part III of this Scheme;

" Governmental Authority " means any governmental or statutory or regulatory or administrative authority, government department, agency, commission, board, tribunal or court or other entity authorised to make laws, rules or regulations or pass directions, having or purporting to have jurisdiction over any state or other sub-division thereof or any municipality, district or other sub-division thereof pursuant to Applicable Law;

" LODR Regulations " means the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and includes all amendments or statutory modifications thereto or re-enactments thereof;

" New Equity Shares " has the meaning assigned to it in Clause 4.1of Part III;

" NSE " means the National Stock Exchange of India Limited;

" RBI " means the Reserve Bank of India;

" Record Date " means the date to be fixed by the Board of the Amalgamating Company in consultation with the Board of the Amalgamated Company, for the purpose of determining the shareholders of the Amalgamating Company to whom the New Equity Shares will be allotted pursuant to this Scheme;

" RoC " means the relevant Registrar of Companies having jurisdiction over the Amalgamating Company and the Amalgamated Company;

" Scheme " means this scheme of amalgamation pursuant to Sections 230 - 232 and other relevant provisions of the Act, with such modifications and amendments as may be made from time to time, with the appropriate approvals and sanctions of the Competent Authority(ies);

" SEBI " means the Securities and Exchange Board of India;

" SEBI Circular " means circular no. CFD/DIL3/CIR/2017/21 dated 10 March 2017, as amended from time to time; and

" Tax " or " Taxes " means any and all taxes (direct or indirect), surcharges, fees, levies, duties, tariffs, imposts and other charges of any kind in each case in the nature of a tax, imposed by any Governmental Authority (whether payable directly or by withholding), including income tax, tax on windfall or other profits, gross receipts, property, sales, severance, branch profits, customs duties, excise duties, withholding tax, self-assessment tax, advance tax, service tax, goods and services tax, stamp duty, transfer tax, value-added tax, minimum alternate tax, banking cash transaction tax, securities transaction tax, and taxes withheld or paid in a foreign country (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto).

INTERPRETATION

5.1 Terms and expressions which are used in this Scheme but not defined herein shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the Act, the Income-tax Act, 1961, the Securities Contracts (Regulation) Act, 1956, Securities and Exchange Board of India Act, 1992 (including the regulations made thereunder), the Depositories Act, 1996 and other Applicable Laws, rules, regulations, bye-laws, as the case may be, including any statutory modification or re-enactment thereof, from time to time. In particular, wherever reference is made to the Competent Authority(ies) in this Scheme, the reference would include, if appropriate, reference to the Competent Authority(ies) or such other forum or authority, as may be vested with any of the powers of the Competent Authority(ies) under the Act and/or rules made thereunder.

In this Scheme, unless the context otherwise requires:

(i) references to "persons" includes individuals, bodies corporate (wherever incorporated), unincorporated associations and partnerships;
(ii) the headings, sub-headings, titles, sub-titles to clauses, sub-clauses and paragraphs are inserted for ease of reference only and shall not form part of the operative provisions of this Scheme and shall not affect the construction or interpretation of this Scheme;
(iii) references to one gender includes all genders;
(iv) words in the singular includes the plural and vice versa ;
(v) any references in this Scheme to "upon this Scheme becoming effective" or "upon coming into effect of this Scheme" or "upon this Scheme coming into effect" or "effectiveness of this Scheme" or likewise shall be construed to be a reference to the Effective Date;

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(vi) words "includes" and "including" are to be construed without limitation;
(vii) terms "hereof", "herein", "hereby", "hereto" and derivative or similar words shall refer to this entire Scheme or specified Clauses of this Scheme, as the case may be;
(viii) a reference to "writing" or "written" includes printing, typing, lithography and other means of reproducing words in a visible form including e-mail;
(ix) reference to any agreement, contract, document or arrangement or to any provision thereof includes references to any such agreement, contract, document or arrangement as it may, after the date hereof, from time to time, be amended, supplemented or novated;
(x) reference to the Recital or Clause shall be a reference to the Recital or Clause of this Scheme; and
(xi) references to any provision of law or legislation or regulation includes:(a) such provision as from time to time amended, modified, re-enacted or consolidated (whether before or after the date of this Scheme) to the extent such amendment, modification, re-enactment or consolidation applies or is capable of applying to the transaction entered into under this Scheme, (b) all subordinate legislations (including circulars, notifications, clarifications or supplement(s) to, or replacement or amendment of, that law or legislation or regulation)made from time to time under that provision (whether or not amended, modified, re-enacted or consolidated from time to time) and any retrospective amendment.

PART II

CAPITAL STRUCTURE

1. SHARE CAPITAL OF THE AMALGAMATING COMPANY

1.1 The share capital of the Amalgamating Company as at 25 September, 2020 is as under :

Particulars	Amount in Rupees
Authorised Capital
68,00,000 equity shares of INR10 each	6,80,00,000
Total	6,80,00,000
Issued, Subscribed and Paid-up
61,45,764 equity shares of INR 10 each	6,14,57,640
Total	6,14,57,640

1.2 The shares of the Amalgamating Company are not listed on any stock exchange. 2. SHARE CAPITAL OF THE AMALGAMATED COMPANY

2.1 The share capital of the Amalgamated Company as at 25 September, 2020 is as under:

Particulars Amount in Rupees 2 Authorized Capital 9,20,50,000 equity shares of INR 10 each 92,05,00,000 88,00,000 preference shares of INR 100 each 88,00,00,000 Total 180,05,00,000 Issued, Subscribed and Paid-up 8,94,82,657 equity shares of INR 10 each 89,48,26,570 67,48,229 0.001% non-convertible cumulative redeemable preference shares of INR 100 each 67,48,22,900 Total 156,96,49,470 2.2 The equity shares of the Amalgamated Company are listed on the BSE and the NSE. The non-convertible cumulative redeemable preference shares issued by the Amalgamated Company are not listed on any stock exchange.	Particulars	Amount in Rupees
	2 Authorized Capital
	9,20,50,000 equity shares of INR 10 each	92,05,00,000
	88,00,000 preference shares of INR 100 each	88,00,00,000
	Total	180,05,00,000
	Issued, Subscribed and Paid-up
	8,94,82,657 equity shares of INR 10 each	89,48,26,570
	67,48,229 0.001% non-convertible cumulative redeemable preference shares of INR 100 each	67,48,22,900
	Total	156,96,49,470

2Note: The Board of Directors of the Amalgamated Company have passed a resolution dated 28 September, 2020 to increase the authorized share capital of the Amalgamated Company, subject to the approval of the shareholders of the Amalgamated Company. Upon receipt of the approval of the shareholders of the Amalgamated Company, the authorized share capital of the Amalgamated Company shall be increased to INR 470,05,00,000/- (Rupees Four Hundred and Seventy Crore and Five lakhs only)divided into (a) 38,20,50,000 (Thirty Eight Crore Twenty Lakhs and Fifty Thousand)equity shares of INR 10 each aggregating to INR 382,05,00,000/- (Three Hundred and Eighty Two Crore and Five Lakhs only); and (b) 88,00,000 (Eighty Eight Lakhs) preference shares of INR 100 each aggregating to INR 88,00,00,000 (Rupees Eighty Eight Crores). The Amalgamated Company shall file the Scheme with the Competent Authority(ies) only after the increase in the authorized share capital of the Amalgamated Company has been made effective.

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PART III

AMALGAMATION OF THE AMALGAMATING COMPANY INTO AND WITH THE AMALGAMATED COMPANY

1. TRANSFER AND VESTING

1.1 With effect from the Appointed Date and upon this Scheme becoming effective, the Amalgamating Company together with all its assets, liabilities, rights, benefits, obligations, title, claims, investments ,interests, contracts, employees, licenses, records, approvals, etc.,shall stand transferred to, and vestin, or shall be deemed to have been transferred to, and vested in, the Amalgamated Company, as a going concern, without any further act, instrument or deed, in accordance with the provisions of this Scheme. This Scheme is drawn up to comply with the provisions/requirements of Sections 230 - 232 of the Act for the purpose of the amalgamation of the Amalgamating Company with the Amalgamated Company.
1.2 Without prejudice to the generality of the above, upon this Scheme becoming effective and with effect from the Appointed Date:
(a) all assets of the Amalgamating Company, that are movable in nature or incorporeal property or are otherwise capable of transfer by physical or constructive delivery and/or by endorsement and delivery or by vesting and recordal of whatsoever nature, including machinery and equipment shall, pursuant to this Scheme, stand transferred to, and vested in, and/or be deemed to be transferred to, and vested in, the Amalgamated Company, wherever located, and shall become the property and an integral part of the Amalgamated Company. The vesting pursuant to this sub-clause shall be deemed to have occurred by physical or constructive delivery or by endorsement and delivery or by vesting and recordal, pursuant to this Scheme, as appropriate to the property being vested and title to the property shall be deemed to have been transferred accordingly;
(b) all other movable properties of the Amalgamating Company, including investments in shares and any other securities, sundry debtors, actionable claims, earnest monies, receivables, bills, credits, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits (including deposits from members), if any, with government, semi-government, local and other authorities and bodies, customers and other persons, shall without any further act, instrument or deed, become the property of the Amalgamated Company, and the same shall also be deemed to have been transferred by way of delivery of possession of the respective documents in this regard. It is hereby clarified that investments, if any, made by Amalgamating Company and all the rights, title and interest of the Amalgamating Company in any leasehold properties shall, pursuant to Section 232 of the Act and the provisions of this Scheme, without any further act or deed, be transferred to and vested in and/or be deemed to have been transferred to and vested in the Amalgamated Company;
(c) all immovable properties of the Amalgamating Company, including land together with the buildings and structures standing thereon, rights and interests in immovable properties of the Amalgamating Company, whether freehold or leasehold or otherwise, and all documents of title, rights and easements in relation thereto, shall be vested in, and/or be deemed to have been vested in, the Amalgamated Company, without any further act or deed done or being required to be done by the Amalgamating Company and/or the Amalgamated Company. The Amalgamated Company shall be entitled to exercise all rights and privileges attached to the aforesaid immovable properties and shall be liable to pay the ground rent and taxes and fulfil all obligations in relation to or applicable to such immovable properties. The relevant Governmental Authorities shall grant all clearances/permissions, if any, required for enabling the Amalgamated Company to absolutely own and enjoy the immovable properties in accordance with Applicable Law. The mutation or substitution of the title to the immovable properties shall, upon this Scheme becoming effective, be made and duly recorded in the name of the Amalgamated Company by Governmental Authorities pursuant to the sanction of this Scheme by the Competent Authority(ies) and upon this Scheme becoming effective in accordance with the terms hereof;
(d) all Encumbrances, if any, existing prior to the Effective Date over the assets of the Amalgamating Company which secure or relate to any liability, shall, after the Effective Date, without any further act, instrument or deed, continue to be related and attached to such assets or any part thereof to which they related or were attached prior to the Effective Date, in each case, in accordance with their respective terms, and as transferred to the Amalgamated Company in terms of this Scheme. The assets of the Amalgamating Company which are not Encumbered on the Effective Date shall remain unencumbered and the existing Encumbrance referred to above shall not be extended to, and shall not operate over, such assets. Further, such Encumbrances shall not relate or attach to any of the other assets of the Amalgamated Company. The secured creditors of the Amalgamated Company and/or other holders of security over the assets of the Amalgamated Company shall not be entitled to any additional security over the assets, rights, title, claims, benefits, interest and investments of the Amalgamating Company and therefore,

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such assets, rights, title, claims, benefits, interest and investments shall remain free and available for creation of any security thereon in future in relation to any current or future indebtedness of the Amalgamated Company. The absence of any formal amendment which may be required by a lender or trustee or any third party shall not affect the operation of the foregoing provisions of this Scheme;

(e) all assets, rights, title, claims, benefits, interest and investments of the Amalgamating Company as on the Appointed Date, whether or not included in the books of the Amalgamating Company, and all assets, rights, title, claims, benefits, interest and investments, of whatsoever nature and wherever situate, which are acquired by the Amalgamating Company on or after the Appointed Date shall be deemed to be and shall become the assets, rights, title, claims, benefits, interest and investments of the Amalgamated Company;
(f) all contracts, agreements, licences, leases, memoranda of undertakings, memoranda of agreements, memoranda of agreed points, letters of agreed points, bids, letters of intent, arrangements, undertakings, deeds, bonds, schemes, arrangements and other instruments, whether written or otherwise, to which the Amalgamating Company is a party, or to the benefit of which the Amalgamating Company may be eligible/entitled, and which are subsisting or having effect on the Effective Date shall, without any further act, instrument or deed, continue in full force and effect on, against or in favour of the Amalgamated Company and may be enforced as fully and effectually as if, instead of the Amalgamating Company, the Amalgamated Company is a party, beneficiary or oblig or thereto. In relation to the same, any procedural requirements required to be fulfilled solely by the Amalgamating Company (and not by any of its successors), shall be fulfilled by the Amalgamated Company as if it is the duly constituted attorney of the Amalgamating Company;
(g) all legal, taxation or other proceedings, including before any Governmental Authority, relating to the Amalgamating Company, whether by or against the Amalgamating Company, whether instituted prior to, on, or after, the Appointed Date but pending on the Effective Date, shall not abate, be discontinued or in any way prejudicially affected by reason of the amalgamation of the Amalgamating Company or of anything contained in this Scheme, but the proceedings shall continue in the same manner, and to the same extent, as would or might have been continued and/or enforced by or against the Amalgamating Company, as if this Scheme had not been implemented;
(h) all the security interest over any moveable and/or immoveable properties and security in any other form (both present and future) including but not limited to any pledges, or guarantees, if any, created/executed by any person in favour of the Amalgamating Company or any other person acting on behalf of, or for the benefit of, the Amalgamating Company for securing the obligations of the persons to whom the Amalgamating Company has advanced loans and granted other funded and nonfunded financial assistance, by way of letter of comfort or through other similar instruments shall, without any further act, instrument or deed stand vested in, and be deemed to be vested in, favour of the Amalgamated Company and the benefit of such security shall be available to the Amalgamated Company as if such security was ab initio created in favour of the Amalgamated Company. The mutation or substitution of the charge in relation to the movable and immovable properties of the Amalgamating Company shall, upon this Scheme becoming effective, be made and duly recorded in the name of the Amalgamated Company by the relevant Governmental Authorities and third parties (including any depository participants) pursuant to the sanction of this Scheme by the Competent Authority(ies)and upon this Scheme becoming effective in accordance with the terms hereof;
(i) all debts, liabilities, contingent liabilities, duties and obligations, secured or unsecured (including rupee, foreign currency loans, time and demand liabilities, undertakings and obligations of the Amalgamating Company), of every kind, nature and description whatsoever and howsoever arising, whether provided for or not in the books of account or disclosed in the balance sheets of the Amalgamating Company, shall be deemed to be the debts, liabilities, contingent liabilities, duties, and obligations of the Amalgamated Company, and the Amalgamated Company shall, and undertakes to meet, discharge and satisfy the same in terms of their respective terms and conditions, if any. All loans raised and used and all debts, duties, undertakings, liabilities and obligations incurred or undertaken by the Amalgamating Company after the Appointed Date and up to the Effective Date, shall also be deemed to have been raised, used, incurred or undertaken for, and on behalf of, the Amalgamated Company and, to the extent they are outstanding on the Effective Date, shall, upon the coming into effect of this Scheme, pursuant to the provisions of Sections 230 to 232 of the Act, without any further act, instrument or deed shall stand transferred to and vested in or be deemed to have been transferred to and vested in the Amalgamated Company and shall become the debt, duties, undertakings, liabilities and obligations of the Amalgamated Company which shall meet, discharge and satisfy the same. Where any of the debts, liabilities, duties and obligations have been discharged by the Amalgamating

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Company after the Appointed Date but on or prior to the Effective Date, such discharge shall be deemed to have been for and on account of the Amalgamated Company;
(j) all debentures, bonds, notes or other securities of the Amalgamating Company, whether convertible into equity or otherwise, shall, without any further act, instrument or deed, become the securities of the Amalgamated Company and all rights, powers, duties and obligations in relation thereto, shall be and shall stand transferred to, and vested in, or deemed to be transferred to, and vested in, and shall be exercised by or against the Amalgamated Company as if it were the Amalgamating Company. If the securities issued by the Amalgamating Company, including but not limited to debentures and bonds, are listed on any stock exchange, the same shall upon issuance/endorsement by the Amalgamated Company in terms of this Scheme, subject to applicable regulations and prior approval requirements, if any, be listed and/or admitted to trading on the relevant stock exchange(s) whether in India or abroad, where the securities were listed and/or admitted to trading on the same terms and conditions unless otherwise modified in accordance with the provisions hereof. In addition, the Board of the Amalgamated Company, shall be authorized to take such steps and do all acts, deeds and things as may be necessary, desirable or proper to list the various debentures, bonds and infrastructure bonds on the relevant exchanges. It is hereby clarified that it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, duties and obligations have arisen in order to give effect to the provisions of this Clause and the consent of the shareholders and creditors of the Companies to this Scheme shall be deemed to be the consent for the purpose stated above;
(k) all bank accounts operated, or entitled to be operated by, the Amalgamating Company shall be deemed to have transferred, and shall stand transferred to the, Amalgamated Company and names of the Amalgamating Company shall be substituted by the name of the Amalgamated Company in the bank's records. The Amalgamated Company shall be entitled to operate all bank accounts, realise all monies and complete and enforce all pending contracts and transactions in the name of the Amalgamating Company to the extent necessary until the transfer of the rights and obligations of the Amalgamating Company to the Amalgamated Company under this Scheme is formally accepted and completed by the parties concerned. For avoidance of doubt, it is hereby clarified that all cheques and other negotiable instruments, payment orders received and presented for encashment, which are in the name of the Amalgamating Company shall be accepted by the bankers of the Amalgamated Company and credited to the accounts of the Amalgamated Company, if presented by the Amalgamated Company after the Effective Date. Similarly, the bankers of the Amalgamated Company shall honour all cheques issued by the Amalgamating Company for payment after the Effective Date;
(l) all letters of intent, requests for proposal, pre-qualifications, bid acceptances, tenders, and other instruments of whatsoever nature to which the Amalgamating Company is a party to or to the benefit of which the Amalgamating Company may be eligible, shall remain in full force and effect against or in favour of the Amalgamated Company and may be enforced as fully and effectually as if, instead of the Amalgamating Company, the Amalgamated Company is a party or beneficiary or obligee thereto. Upon coming into effect of this Scheme, the Amalgamated Company shall be entitled to, at its sole discretion, utilize the past track record of the Amalgamating Company for all commercial and regulatory purposes;
(m) all employees, permanent employees, temporary employees, probationers, trainees and interns, if any, of the Amalgamating Company,whether hired prior to, on, or after, the Appointed Date but who are in employment/ engagement of the Amalgamating Company on the Effective Date, shall become, and be deemed to have become, the employees, permanent employees, temporary employees, probationers, trainees and interns, in the same capacity, as the case may be, of the Amalgamated Company, without any break or interruption in their services and on the terms and conditions which are no less favourable than those on which they are engaged by the Amalgamating Company. As regards the employees of the Amalgamating Company, if any, who qualify as "workmen" under the Industrial Disputes Act, 1947, and who are being transferred to the Amalgamated Company in terms of this Scheme, the Amalgamated Company confirms that it shall comply with the provisions of Section 25FF of the Industrial Disputes Act, 1947, to the extent applicable.
(n) The Amalgamated Company further agrees that for the purpose of payment of any retirement benefit/compensation, such immediate uninterrupted past services with the Amalgamating Company shall also be taken into account. With regard to any provident fund, gratuity fund, pension, superannuation fund or other special fund created or existing for the benefit of such employees of the Amalgamating Company, the Amalgamated Company shall, if the Board of the Amalgamated Company deems fit, stand substituted for the Amalgamating Company for all purposes in the respective trust deeds or other documents. Any existing provident fund, gratuity fund and superannuation fund trusts created by the Amalgamating Company for its

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employees shall be continued for the benefit of such employees on the same terms and conditions until such time that they are transferred to the relevant funds of the Amalgamated Company. Without prejudice to the aforesaid, the Board of the Amalgamated Company, if it deems fit, shall be entitled to: (i) retain separate trusts or funds within the Amalgamated Company for the erstwhile fund(s) of the Amalgamating Company; or (ii) merge the pre-existing fund of the Amalgamating Company with other similar funds of the Amalgamated Company;

(o) the Amalgamated Company agrees that for the purpose of payment of any retrenchment compensation, gratuity and other terminal benefits, the past services of the employees with the Amalgamating Company, if any, as the case may be, shall also be taken into account, and agrees and undertakes to pay the same as and when payable;
(p) all trademarks, trade names, service marks, copyrights, logos, corporate names, brand names, domain names and all registrations, applications and renewals in connection therewith, and software and all website content (including text, graphics, images, audio, video and data), trade secrets, confidential business information and other proprietary information shall stand transferred to and vested in the Amalgamated Company;
(q) all registrations, goodwill and licenses, appertaining to the Amalgamating Company, if any, shall be transferred to, and vested in, the Amalgamated Company;
(r) all taxes (including but not limited to advance tax, tax deducted at source, minimum alternate tax, withholding tax, banking cash transaction tax, securities transaction tax, taxes withheld/paid in a foreign country, value added tax, sales tax, service tax, goods and services tax, customs, duties, etc.), including any interest, penalty, surcharge and cess, if any, payable by or refundable to the Amalgamating Company, including all or any refunds or claims shall be treated as the tax liability or refunds/claims, as the case may be, of the Amalgamated Company, and any tax incentives, advantages, privileges, exemptions, credits, holidays, remissions, reductions etc.,as would have been available to the Amalgamating Company, shall pursuant to this Scheme becoming effective, be available to the Amalgamated Company;
(s) all approvals, allotments, consents, concessions, clearances, credits, awards, sanctions, exemptions, subsidies, registrations, no-objection certificates, permits, quotas, rights, entitlements, authorisation, pre-qualifications, bid acceptances, tenders, licenses (including the licenses granted by any governmental, statutory or regulatory bodies for the purpose of carrying on its business or in connection therewith), permissions (including but not limited to permissions granted in relation to launch futures and options contracts) and certificates of every kind and description whatsoever in relation to the Amalgamating Company, or to the benefit of which the Amalgamating Company may be eligible/entitled, whether procured prior to, on, or after, the Appointed Date and which are subsisting or having effect on the Effective Date, shall be in full force and effect in favour of the Amalgamated Company and may be enforced as fully and effectually as if, instead of the Amalgamating Company, the Amalgamated Company had been a party or beneficiary or oblig or thereto. It is hereby clarified that if the consent of any third party or authority is required to give effect to the provisions of this Clause, the said third party or authority shall make and duly record the necessary substitution/endorsement in the name of the Amalgamated Company pursuant to the sanction of this Scheme by the Competent Authority(ies), and upon this Scheme becoming effective in accordance with the terms hereof. For this purpose, the Amalgamated Company may file appropriate applications/documents with relevant authorities concerned for information and record purposes;
(t) benefits of any and all corporate approvals as may have already been taken by the Amalgamating Company, whether being in the nature of compliances or otherwise, including without limitation approvals under Sections 42, 62(1)(a), 180, 185, 186, 188 etc., of the Act, read with the rules and regulations made thereunder, shall stand transferred to the Amalgamated Company and the said corporate approvals and compliances shall be deemed to have been taken/complied with by the Amalgamated Company; it being clarified that if any such resolutions have any monetary limits approved subject to the provisions of the Act and of any other applicable statutory provisions, then the said limits, as are considered necessary by the Board of the Amalgamated Company, shall be added to the limits, if any, under the like resolutions passed by the Amalgamated Company;
(u) all the benefits under the various incentive schemes and policies that the Amalgamating Company is entitled to, including tax credits, tax deferral, exemptions and benefits (including sales tax and service tax), subsidies, tenancy rights, liberties, special status and other benefits or privileges enjoyed or conferred upon or held or availed by the Amalgamating Company and all rights or benefits that have accrued or which may accrue to the Amalgamating Company, whether on, before or after the Appointed Date, shall upon this Scheme becoming effective and with effect from the Appointed Date be transferred to and vest

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in the Amalgamated Company and all benefits, entitlements and incentives of any nature whatsoever, shall be claimed by the Amalgamated Company and these shall relate back to the Appointed Date as if the Amalgamated Company was originally entitled to all benefits under such incentive schemes and or policies;

(v) without prejudice to the generality of the foregoing, all lease agreements and leave and license agreements, as the case may be, to which the Amalgamating Company is a party, whether executed prior to, on, or after, the Appointed Date and having effect on the Effective Date, shall remain in full force and effect on the terms and conditions contained therein in favour of or against the Amalgamated Company and may be enforced fully and effectually as if, instead of the Amalgamating Company, the Amalgamated Company is a party or beneficiary or obligee thereto or thereunder; and the respective lessees and the licensees, as the case may be, shall continue to be in possession of the premises subject to the terms and conditions contained in the relevant lease agreements or leave and license agreements, as the case may be. Further, all the rights, title, interest and claims of the Amalgamating Company in any properties including leasehold/ licensed properties of the Amalgamating Company, including but not limited to, security deposits and advance or prepaid lease or license fee, shall, on the same terms and conditions, be transferred to, and vested in, or be deemed to have been transferred to, and vested in, the Amalgamated Company automatically, without requirement of any further act or deed. The Amalgamated Company shall be entitled to occupy and use all premises, whether owned, leased or licensed, relating to the Amalgamating Company until the transfer of the rights and obligations of the Amalgamating Company to the Amalgamated Company under this Scheme is formally accepted by the parties concerned and shall continue to pay rent or lease or license fee as provided for under such agreements, and the Amalgamated Company shall continue to comply with the terms, conditions and covenants thereunder;
(w) all authorities and powers of attorney given by, issued to or executed in favour of the Amalgamating Company, shall stand transferred to the Amalgamated Company, and the Amalgamated Company shall be bound by the terms thereof, the obligations and duties thereunder, and the rights and benefits under the same shall be available to the Amalgamated Company;
(x) all electricity connections and tariff rates in respect thereof sanctioned by various public sector and private companies, boards, agencies and authorities to the Amalgamating Company, together with security deposits and all other advances paid, shall stand automatically transferred to, and vested in, favour of the Amalgamated Company on the same terms and conditions without any further act, instrument, deed, matter or thing being made, done or executed. The relevant electricity companies, boards, agencies and authorities shall issue invoices in the name of the Amalgamated Company with effect from the billing cycle commencing from the month immediately succeeding the month in which an intimation of the approval of this Scheme by the Court is filed by the Amalgamated Company with them. The Amalgamated Company and the relevant electricity companies, boards, agencies and authorities shall continue to comply with the terms, conditions and covenants associated with the grant of such connection. Without limiting the generality of the foregoing, the Amalgamated Company shall also be entitled to refund of security deposits paid to or placed with such electricity companies, boards, agencies, the municipal corporation, statutory and other authorities by the Amalgamating Company.
1.2 Any inter-se transaction between the Amalgamating Company and the Amalgamated Company, including loans, advances, obligations and liabilities (including any guarantees, letters of credit, letters of comfort or any other instrument or arrangement which may give rise to a contingent liability in whatever form), if any, shall, ipso facto, stand cancelled and appropriate effect shall be given in the books of accounts and records of the Amalgamated Company.
1.3 The Amalgamated Company may at any time after this Scheme becoming effective in accordance with the provisions hereof, if so required under Applicable Law or otherwise, do all such acts or things as may be necessary to transfer/obtain the approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licenses and certificates which were held or enjoyed by the Amalgamating Company. It is hereby clarified that if the consent of any third party or Governmental Authority, if any, is required to give effect to the provisions of this Clause, the said third party or Governmental Authority shall make and duly record the necessary substitution/endorsement in the name of the Amalgamated Company pursuant to the sanction of this Scheme by the Competent Authority(ies), and upon this Scheme becoming effective in accordance with the provisions of the Act and with the terms hereof. For this purpose, the Amalgamated Company may file appropriate applications/documents with relevant Governmental Authority concerned for information and record purposes.
1.4 The Amalgamated Company shall, under the provisions of this Scheme, be deemed to be authorised to execute any such writings on behalf of the Amalgamating Company and to carry out or perform all such acts, formalities or compliances referred to above as may be required in this regard.

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1.5 Without prejudice to the other provisions of this Scheme and notwithstanding the vesting of the Amalgamating Company into the Amalgamated Company by virtue of Part III of this Scheme itself, the Amalgamated Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required, under Applicable Law or otherwise, and as a matter of process, execute deeds (including deeds of adherence), confirmations or other writings or tripartite arrangements with any party to any contract or arrangement in relation to which the Amalgamating Company has been a party, including any filings with the relevant Governmental Authority in order to give formal effect to the above provisions and to carry out or perform all such formalities or compliances referred to above on the part of the Amalgamating Company. In relation to the same, any procedural requirements required to be fulfilled solely by the Amalgamating Company (and not by any of its successors), shall be fulfilled by the Amalgamated Company as if it is the duly constituted attorney of the Amalgamating Company.

2. CONDUCT OF BUSINESS UNTIL EFFECTIVE DATE

2.1 During the period between the approval of this Scheme by the respective Boards of the Amalgamating Company and the Amalgamated Company and up to the Effective Date, the business of the Amalgamating Company and the Amalgamated Company shall be carried out in the ordinary course consistent with past practice and in accordance with Applicable Law.

2.2 With effect from the Appointed Date and up to and including the Effective Date:
(a) the Amalgamating Company shall carry on, and shall be deemed to have carried on, its business activities and stand possessed, and shall be deemed to have held and stood possessed of, the assets pertaining to the Amalgamating Company, for and on account of and in trust for the Amalgamated Company, and all assets which are acquired by the Amalgamating Company, on or after the Appointed Date, shall be deemed to be the assets of the Amalgamated Company;
(b) all profits and income accruing to the Amalgamating Company, and losses and expenditure incurred by it (including taxes, if any, accruing or paid in relation to any profits or income), for the period from the Appointed Date shall, subject to this Scheme being effective, for all purposes, be treated as the profits, income, losses or expenditure, as the case may be, of the Amalgamated Company;
(c) all debts, liabilities, loans raised and used, liabilities and obligations incurred, duties and obligations as on the close of business on the date preceding the Appointed Date, which arise or accrue to the Amalgamating Company on or after the Appointed Date, shall be deemed to be of the Amalgamated Company;
(d) any of the rights, powers, authorities, privileges exercised by the Amalgamating Company shall be deemed to have been exercised by such Amalgamating Company for, on behalf of, and in trust for the Amalgamated Company. Similarly, any of the obligations, duties and commitments that have been undertaken or discharged by Amalgamating Company shall be deemed to have been undertaken for, and on behalf of, the Amalgamated Company.
(e) all taxes (including without limitation, income tax, wealth tax, sales tax, purchase tax, excise duty, customs duty, service tax, VAT, goods and services tax etc.) paid or payable by the Amalgamating Company in respect of the operations and / or the profits of the Amalgamating Company before the Appointed Date, shall be on account of the Amalgamating Company and, insofar as it relates to the tax payment (including, without limitation, income tax, wealth tax, sales tax, purchase tax, excise duty, customs duty, service tax, VAT, goods and service tax etc.), whether by way of deduction at source, advance tax or otherwise howsoever, by the Amalgamating Company in respect of the profits or activities or operation of the Amalgamating Company with effect from the Appointed Date, the same shall be deemed to be the corresponding tax / duty paid by the Amalgamated Company, and, shall, in all proceedings, be dealt with accordingly.
2.3 With effect from the Effective Date, the Amalgamated Company shall carry on and shall be authorised to carry on the businesses of Amalgamating Company.
2.4 For the purpose of giving effect to the order passed under Sections 230 - 232 and other applicable provisions of the Act in respect of this Scheme by the Competent Authority(ies), the Amalgamated Company shall, at any time, pursuant to the order on this Scheme, be entitled to get the recordal of the change in the legal right(s) upon the transfer of the Amalgamating Company, in accordance with the provisions of Sections 230 - 232 of the Act. The Amalgamated Company is and shall always be deemed to have been authorised to execute any pleadings, applications, forms etc., as may be required to remove any difficulties and carry out any formalities or compliance as are necessary for the implementation of this Scheme, pursuant to the sanction of this Scheme by the Competent Authority(ies).
2.5 The Amalgamated Company shall be entitled, pending the sanction of this Scheme, to apply to the Governmental Authorities and all

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other agencies, departments and authorities concerned as are necessary under Applicable Law for such consents, approvals and sanctions which the Amalgamated Company may require to carry on the business of the Amalgamating Company upon this Scheme becoming effective.

2.6 The transfer and vesting of the assets, liabilities and obligations of the Amalgamating Company and the continuance of the proceedings by or against the Amalgamated Company shall not affect any transaction or proceedings already completed by the Amalgamating Company on or before till the Effective Date.

3. CHANGE IN AUTHORISED SHARE CAPITAL

3.1 As an integral part of this Scheme and upon this Scheme becoming effective, the authorized share capital of the Amalgamating Company shall stand transferred to, and be amalgamated/combined with, the authorized share capital of the Amalgamated Company. The fees or stamp duty, if any, paid by the Amalgamating Company on its authorized share capital shall be deemed to have been so paid by the Amalgamated Company on the combined authorized share capital, and the Amalgamated Company shall not be required to pay any fee/stamp duty for the increase of the authorized share capital. The Amalgamated Company may, as a matter of process, file the requisite e-form, if any, with the relevant RoCin accordance with Applicable Law, and no other separate procedure, or execution of instrument or deed, shall be required to give effect to the above.

3.2 Clause V of the memorandum of association of the Amalgamated Company shall, upon this Scheme becoming effective, and without any further act, instrument or deed, be replaced by the following clause:3
"V. The authorised share capital of the Company is Rs. 476,85,00,000 (Rupees Four Hundred and Seventy Six Crores and Eighty Five lakhs only) divided into –
(a) 38,88,50,000 (Thirty Eight Crore Eighty Eight Lakhs and Fifty Thousand) equity shares of the Company having a face value of Rupees 10 (Rupees Ten) each aggregating to Rupees 388,85,00,000/- (Three Hundred and Eighty Eight Crores and Eighty Five Lakhs only); and
(b) 88,00,000 (Eighty Eight Lakh) preference shares of the Company having a face value of Rupees 100 (Rupees One Hundred) each aggregating to Rupees 88,00,00,000/- (Rupees Eighty Eight Crore)."

3.3 The approval of this Scheme by shareholders of the Amalgamated Company under sections 230 to 232 of the Act, whether at a meeting or otherwise, or any dispensation of the same by the Competent Authority(ies), shall be deemed to have been an approval under Sections 13, 61 and 64 or any other applicable provisions under the Act and no further resolution(s) would be required to be separately passed in this regard.

4. PAYMENT OF CONSIDERATION

4.1 Upon coming into effect of this Scheme and in consideration of the amalgamation of the Amalgamating Company into and withthe Amalgamated Company, the Amalgamated Company shall, without any further application, act or deed, issue and allot to the shareholders of the Amalgamating Company on the Record Date, 5,510 (Five Thousand Five Hundred and Ten) Amalgamated Company Shares, credited as fully paid-up, for every 100 (One Hundred) equity shares of the face value of INR10(Rupees Ten) each fully paid-up held by such shareholder in the Amalgamating Company (" Fair Equity Share Exchange Ratio "). The Amalgamated Company Shares to be issued and allotted by the Amalgamated Company to the shareholders of the Amalgamating Company in accordance with this Clause 4.1 of Part III of this Scheme shall be referred to as " New Equity Shares ".

4.2 The Amalgamating Companyand the Amalgamated Company have jointly engaged TR Chaddha & Co LLP, independent chartered accountants, ICAI Firm Registration Number: 006711N/N500028(the " Chartered Accountant ") and Dhwanit Kashyap Vaidya, registered valuer, IBBI Registration Number: IBBI/RV/06/2019/11411 (the " Registered Valuer "), to provide valuation reports for the purposes of this Scheme. In connection with such engagement, the Chartered Accountant has issued a valuation report dated 28 September, 2020and the Registered Valuer has issued a valuation report dated 28 September, 2020, in each case, addressed to the Boards of the Amalgamating Company and the Amalgamated Company. The Amalgamated Company has also engaged Systematix Corporate Services Limited as the merchant bankers to provide a fairness opinion on the Fair Equity Share Exchange Ratio. In

3Note : The board of directors of the Amalgamated Company vide resolution dated 28 September, 2020 has increased the authorized share capital of the Amalgamated Company to INR 470,05,00,000/- (Rupees Four Hundred and Seventy Crore and Five lakhs only)divided into(a) 38,20,50,000(Thirty Eight Crore Twenty Lakhs and Fifty Thousand) equity shares of INR 10 each aggregating to INR 382,05,00,000/- (Three Hundred and Eighty Two Crores and Five Lakhs only); and (b) 88,00,000 (Eighty Eight Lakhs)preference shares of INR 100 each aggregating to INR 88,00,00,000 (Rupees Eighty EightCrores), subject to the approval of the shareholders of the Amalgamated Company. The authorized share capital of the Amalgamated Company that has been provided in this paragraph assumes that the shareholders have approved the increase in the authorized share capital of the Amalgamated Company, and reflects the subsequent increase in the authorized share capital of the Amalgamated Company on the Effective Date upon the transfer of the Amalgamating Company’s authorized share capital to the Amalgamated Company, as an integral part of the Scheme.

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connection with such engagement, Systematix Corporate Services Limited has issued a fairness opinion dated 28 September, 2020, confirming that the Fair Equity Share Exchange Ratio is fair.

5. ISSUANCE MECHANICS

5.1 Where New Equity Shares of the Amalgamated Company are to be allotted to heirs, executors or administrators, as the case may be, to successors of deceased equity shareholders or legal representatives of the equity shareholders of the Amalgamating Company, the concerned heirs, executors, administrators, successors or legal representatives shall be obliged to produce evidence of title satisfactory to the Board of the Amalgamated Company. The New Equity Shares issued to the shareholders of the Amalgamating Company by the Amalgamated Company shall be issued in dematerialised form by the Amalgamated Company, provided that the details of the depository accounts of the shareholders of the Amalgamating Company are made available to the Amalgamated Company by the Amalgamating Company at least two (2) working days prior to the Effective Date. The shareholders of the Amalgamating Company shall provide such confirmation, information and details as may be required by the Amalgamated Company to enable it to issue the aforementioned equity shares in dematerialized form.

5.2

The New Equity Shares of the Amalgamated Company allotted and issued in terms of Clause 4.1of Part III above, shall be listed and/or admitted to trading on the BSE and the NSE. The Amalgamated Company shall enter into such arrangements and give such confirmations and/or undertakings as may be necessary in accordance with Applicable Laws for complying with the formalities of the BSE and the NSE.

5.3 The New Equity Shares of the Amalgamated Company to be allotted and issued to the shareholders of the Amalgamating Company as provided in Clause 4.1of Part III above shall rank pari passu in all respects with the then existing equity shares of the Amalgamated Company.

5.4 The Amalgamated Company shall complete all formalities, as may be required, for allotment of the New Equity Shares to the shareholders of the Amalgamating Company as provided in this Scheme within the time period prescribed under Applicable Law. It is clarified that the issue and allotment of New Equity Shares by the Amalgamated Company to the shareholders of the Amalgamating Company as provided in this Scheme, is an integral part thereof and shall be deemed to have been carried out without requiring any further act on the part of the Amalgamated Company or its shareholders and as if the procedure laid down under Section 62 or any other applicable provisions of the Act, as may be applicable, and such other statues and regulations as may be applicable were duly complied with.

5.5 If any shareholder becomes entitled to any fractional shares, entitlements or credit on the issue and allotment of the New Equity Shares by the Amalgamated Company in accordance with Clause 4.1of Part III, then such fractions shall be rounded-off to the nearest whole number and appropriate numbers of equity shares of the Amalgamated Company shall be issued to such a shareholder.

5.6 In the event that the Companies restructure their equity share capital by way of share split/consolidation/issue of bonus shares during the pendency of this Scheme, the Fair Equity Share Exchange Ratio and the stock options, shall be adjusted accordingly to take into account the effect of any such corporate actions.

5.7

The Amalgamated Company shall, if and to the extent required, apply for and obtain any approvals from the concerned regulatory authorities, including the NSE and the BSE, for the issue and allotment by the Amalgamated Company of the New Equity Shares to the shareholders of the Amalgamating Company pursuant to this Scheme.

5.8 The New Equity Shares shall remain frozen in the depositories system until listing/trading permission is given by the BSE and NSE, as the case maybe.

5.9 There shall be no change in the shareholding pattern or control of the Amalgamated Company between the Record Date and the date of listing of equity shares of the Amalgamated Company which may affect the status of the BSE's approval or NSE's approval.

5.10 The New Equity Shares to be issued by the Amalgamated Company to the shareholders of the Amalgamating Company pursuant to Clause 4.1of Part III above in respect of such equity shares of the Amalgamated Company held by the Amalgamating Company as are subject to lock-in pursuant to Applicable Law as of the Effective Date, may continue to be locked-in for the residual lock-in period as and to the extent required by the SEBI.

5.11 Upon this Scheme becoming effective and upon the New Equity Shares of the Amalgamated Company being allotted and issued by it to the shareholders of Amalgamating Company, the equity shares of the Amalgamating Company, both in electronic form and in the physical form, and all letter of allotments, share certificates and other relevant documents in relation to the shares held by the said shareholders in the Amalgamating Company, shall be deemed to have been automatically cancelled and be of no effect on and from the Effective Date.

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5.12 The New Equity Shares to be issued by the Amalgamated Company pursuant to Clause 4.1of Part III above in respect of such equity shares of the Amalgamating Company, the allotment or transfer of which is held in abeyance under Applicable Law shall, pending allotment or settlement of dispute by order of the appropriate court or otherwise, also be kept in abeyance in like manner by the Amalgamated Company.

6. CANCELLATION OF SHARES AND OTHER ARRANGEMENTS

6.1 As an integral part of this Scheme and upon this Scheme becoming effective, (A) the equity shares; and (B) the non-cumulative redeemable preference shares of the Amalgamated Company, held by the Amalgamating Company, on the Effective Date, shall be cancelled without any further act or deed by operation of law.
6.2 The consent of the shareholders of the Amalgamated Company to this Scheme shall be deemed to be the consent of the shareholders for the purpose of effecting the above reduction, if any, under the provisions of Section 66 of the Act read with the relevant rules and no further resolution under Section 66 of the Act and any other applicable provisions of the Act, would be required to be passed separately.

7. DISSOLUTION OF AMALGAMATING COMPANY

8. ACCOUNTING TREATMENT IN THE BOOKS OF THE AMALGAMATED COMPANY

8.1 Upon this Scheme becoming effective and with effect from the Appointed Date, the Amalgamated Company shall account for amalgamation of the Amalgamating Company into and with the Amalgamated Company as per Indian Accounting Standard 103 on Business Combinations (the " Standard ") prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015wherein the Amalgamated Company shall account for such amalgamation under the acquisition method of accounting in accordance with the Standard and consider the Amalgamating Company as the accounting acquirer.
8.2 Amongst the other requirements of the Standard applicable for such amalgamation, the Amalgamated Company shall account for goodwill calculated in the following manner:

The goodwill shall be recognized on the Appointed Date as the excess of (i) over (ii) below:

(i) the aggregate of:
- (a) the consideration transferred measured at Appointed Date fair value in accordance with acquisition method enunciated in the Standard; and
- (b) the Appointed Date fair value of the Amalgamating Company's interest previously held in the Amalgamated Company.
(ii) the net of the identifiable assets acquired, and the liabilities assumed of the Amalgamated Company at fair values on the Appointed Date.
8.3 The existing shareholding of the Amalgamating Company, comprising equity shares and non-cumulative redeemable preference shares, in the Amalgamated Company shall stand cancelled.
8.4 Any other inter-company balances, if any, appearing in the books of accounts of the Amalgamating Company and the Amalgamated Company shall stand cancelled.

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PART IV

GENERAL TERMS AND CONDITIONS

1. CHANGE OF NAME OF THE AMALGAMATED COMPANY

1.1 As an integral part of this Scheme, upon the effectiveness of this Scheme, the name of the Amalgamated Company shall stand amended to 'Jupiter Wagons Limited' or such other name approved by the Board of the Amalgamated Company and which is available and approved by the RoC. The Amalgamated Company may, as a matter of process, file the requisite e-form with the relevant RoC in accordance with Applicable Law, and no other separate procedure, or execution of instrument or deed, shall be required to give effect to the above.
1.2 The approval of this Scheme by shareholders of the Amalgamated Company under sections 230 to 232 of the Act, whether at a meeting or otherwise, or any dispensation of the same by the Competent Authority(ies), shall be deemed to be sufficient for the purposes of effecting this amendment and no further resolution under Sections 13 and 14 and any other applicable provisions of the Act, shall be required to be separately passed nor shall any additional fees (including fees and charges to the RoC) or stamp duty be payable by the Amalgamated Company.

2. SEQUENCING OF EVENTS

2.1 Upon the sanction of this Scheme and upon this Scheme becoming effective, the following shall be deemed to have occurred on the Appointed Date and become effective and operative only in the sequence and in the order mentioned hereunder:
(a) amalgamation of the Amalgamating Company into the Amalgamated Company in accordance with Part III of this Scheme;
(b) transfer of the authorised share capital of the Amalgamating Company to the Amalgamated Company as provided in Part III of this Scheme, and consequential increase in the authorised share capital of the Amalgamated Company, as provided in Part III of this Scheme;
(c) the equity shares and the non-cumulative redeemable preference shares of the Amalgamated Company held by the Amalgamating Company shall be cancelled without any further act or deed and the equity share capital and preference share capital of the Amalgamated Company shall stand reduced to the extent of face value of the equity shares and non-cumulative redeemablepreference shares, respectively, of the Amalgamated Company held by the Amalgamating Company, as provided in Part III of this Scheme;
(d) issuance and allotment of New Equity Shares to the shareholders of the Amalgamating Company as on the Record Date, without any further act, instrument or deed, in accordance with Part III of this Scheme;
(e) dissolution of the Amalgamating Company without winding up; and
(f) change of name of the Amalgamated Company in accordance with Clause 1 of Part IV of this Scheme.

3. CONSEQUENTIAL MATTERS RELATING TO TAX

3.1 This Scheme, has been drawn up to comply with: (i) the conditions relating to 'Amalgamation' as specified under the tax laws, specifically Section 2(1B) of the Income-tax Act, 1961, and (ii) all relevant sections of the Income-tax Act, 1961, such that:
(a) all the properties of the Amalgamating Company, immediately before the amalgamation, shall become the property of the Amalgamated Company, by virtue of this amalgamation;
(b) all the liabilities of the Amalgamating Company, immediately before the amalgamation, shall become the liabilities of the Amalgamated Company, by virtue of this amalgamation; and
(c) shareholders holding not less than three-fourths in value of the shares in the Amalgamating Company (other than shares already held therein immediately before the amalgamation by, or by a nominee for, the Amalgamated Company or its subsidiary) will become shareholders of the Amalgamated Company by virtue of the amalgamation.
3.2
Upon this Scheme becoming effective
(a) any advance tax, self-assessment tax, minimum alternate tax and/or TDS credit available or vested with the Amalgamating Company, including any taxes paid and taxes deducted at source and deposited by the Amalgamated Company on inter se transactions during the period between the Appointed Date and the Effective Date shall be treated as advance tax paid by the Amalgamated Company and shall be available to Amalgamated Company for set-off against its liability under the Income-tax Act, 1961 and any excess tax so paid shall be eligible for refund together with interest.

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(b) the Amalgamated Company shall be entitled to claim refunds or credits, including input tax credits, with respect to taxes paid by, for, or on behalf of, the Amalgamated Company under Applicable Law, including but not limited to income tax, sales tax, value added tax, entry tax, sales tax, purchase tax, service tax, goods and service tax, CENVAT or any other tax, whether or not arising due to any inter se transaction, even if the prescribed time limits for claiming such refunds or credits have lapsed. For the avoidance of doubt, input tax credits already availed of or utilised by the Amalgamating Company and the Amalgamated Company in respect of inter se transactions shall not be adversely impacted by the cancellation of inter se transactions pursuant to this Scheme.
(c) the Amalgamating Company and the Amalgamated Company are expressly permitted to file or revise their financial statements, corporate income tax returns, TDS / TCS, wealth tax, service tax, excise duty, sales tax, purchase tax, VAT, goods and service tax, entry tax, professional tax or any other returns, statements or documents, if required to give effect to the Scheme, even if the prescribed time limits for filing or revising such returns have lapsed. The Amalgamated Company is expressly permitted to amend, if required, its TDS / TCS or other statutory certificates and shall have the right to claim refunds, tax credits, set-offs and / or adjustments relating to its income or transactions entered into by it with effect from the Appointed Date. The taxes or duties paid by, for, or on behalf of, the Amalgamating Company relating to the period on or after the Appointed Date shall be deemed to be the taxes or duties paid by the Amalgamated Company and the Amalgamated Company shall be entitled to claim credit or refund for such taxes or duties paid.
(d) any refund under the Income-tax Act, 1961 or any other tax Laws related to or due to the Amalgamating Company, including those for which no credit is taken as on the date immediately preceding the Effective Date, shall also belong to and be received by the Amalgamated Company.
(e) the Amalgamated Company shall be entitled to: (i) claim deduction with respect to items such as provisions, expenses etc. disallowed in earlier years in the hands of the Amalgamating Company, which may be allowable in accordance with the provisions of the Income-tax Act, 1961, on or after the Appointed Date; and (ii) exclude, while computing taxable income, items such as provisions, reversals, etc. for which no deduction or tax benefit has been claimed by the Amalgamating Company under the Income-tax Act, 1961 prior to the Appointed Date.
(f) the Amalgamated Company shall be entitled to carry forward, avail of, or set-off any unabsorbed tax losses, tax depreciation, credits for minimum alternate tax (MAT credit) and input tax credits and / or such other tax credits of the Amalgamating Company that remain unutilised as on the Appointed Date.
(g) all the expenses incurred by the Amalgamating Company and the Amalgamated Company in relation to the amalgamation of the Amalgamating Company with the Amalgamated Company as per this Scheme, including stamp duty expenses, if any, shall be allowed as deduction to the Amalgamated Company in accordance with Section 35DD of the Income-tax Act over a period of five (5) years beginning with the previous year in which this Scheme becomes effective.

4. DIVIDENDS

4.1 The Companies shall be entitled to declare and pay dividends, whether interim and/or final, to their respective shareholders prior to the Effective Date, but only in the ordinary course of business.
4.2 It is clarified that the aforesaid provisions in respect of declaration of dividends are enabling provisions only and shall not be deemed to confer any right on any shareholder of the Amalgamating Companies to demand or claim any dividends which, subject to the provisions of the Act, shall be entirely at the discretion of the respective Boards of Directors of the Amalgamating Companies, and if applicable in accordance with the provisions of the Act, be subject to the approval of the shareholders of the respective Amalgamating Companies.

5. APPLICATION TO THE COMPETENT AUTHORITY(IES)

5.1 The Companies shall make applications and/or petitions under Sections 230 to 232 of the Act and other applicable provisions of the Act to the Competent Authority(ies) for approval of this Scheme and all matters ancillary or incidental thereto, as may be necessary to give effect to the terms of this Scheme.
5.2 Upon this Scheme becoming effective, the shareholders of the Amalgamated Company shall be deemed to have also accorded their approval under all relevant provisions of the Act for giving effect to the provisions contained in this Scheme.

6. MODIFICATION; WAIVER;AND WITHDRAWAL

6.1 On or prior to the Effective Date, the Companies, acting through their respective Boards, may, jointly and as mutually agreed in writing, (i) assent to/make and/or consent to any modifications/amendments to this Scheme which they consider necessary, desirable or

6.2

7.2

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appropriate; (ii) waive any of the requirements of this Scheme; or (ii) withdraw this Scheme for any reason as they deem fit; in each case, including as a result of any conditions or limitations that the Competent Authority(ies)or any other Governmental Authority may deem fit to direct or impose.

If any of the terms or provisions of the Scheme is / are found or interpreted to be inconsistent with the provisions of Section 2(1B) of the Income-tax Act, 1961, including resulting from an amendment of Law or for any other reason whatsoever, the Board of the Amalgamated Company is authorised to approve appropriate modifications to the Scheme such that the Scheme shall stand modified to the extent determined necessary to comply with the provisions of Section 2(1B) of the Income-tax Act, 1961. Such modification shall not affect the other parts of the Scheme.

7.

7.1

REMOVAL OF DIFFICULTIES

The Companies, acting through their respective Boards, are authorized to take such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whatsoever for carrying this Scheme into effect, whether by reason of any orders of the Competent Authority(ies) or of any directive or orders of any other Governmental Authorities or otherwise howsoever arising out of, in connection with, or by virtue of, this Scheme and/or any matters concerning or connected therewith.

In case, post approval of this Scheme by the Competent Authority(ies), there is any confusion in interpreting any Clause of this Scheme, or otherwise, the Board of the Companies shall have complete power to take the most sensible interpretation so as to render this Scheme operational.

8. SEVERABILITY

If any part of this Scheme is invalid, ruled illegal or rejected by the Competent Authority(ies) or any court of competent jurisdiction, or unenforceable under present or future laws, then it is the intention of the Companies that such part shall be severable from the remainder of this Scheme and this Scheme shall not be affected thereby, unless the deletion of such part shall cause this Scheme to become materially adverse to either the Amalgamating Company or Amalgamated Company, in which case the Companies, acting through their respective Boards, shall attempt to bring about a modification inthis Scheme, as will best preserve for the parties, the benefits and obligations of this Scheme, including but not limited to such part, which is invalid, ruled illegal or rejected by the Competent Authority(ies) or any court of competent jurisdiction, or unenforceable under present or future Applicable Laws.

APPROVAL OF THE SCHEME THROUGH E-VOTING

The approval of the shareholders of the Amalgamated Company shall be obtained through a resolution passed through e-Voting (after disclosure of all material facts in the explanatory statement sent to the shareholders in relation to such resolution).The Scheme shall be acted upon only if the votes cast by the public shareholders of the Amalgamated Company in favour of the Scheme are more than the number of votes cast by the public shareholders of the Amalgamated Company against it, in accordance with the SEBI Circular. For the purposes of this Clause 9, the term 'public' shall have the meaning ascribed to such term under Applicable Law.

10. CONDITIONALITY TO EFFECTIVENESS OF THE SCHEME

10.1 This Scheme is conditional and subject to:
(a) The Amalgamated Company having received no-objection letter from the BSE and the NSE in respect of the Scheme (prior to filing of the Scheme with the Competent Authority(ies));
(b) Scheme being approved by the requisite majority of each classes of shareholders and creditors (where applicable) ofthe Companies in accordance with the directions of the Competent Authority(ies) and the SEBI Circular; and
(c) the Competent Authority(ies) having accorded its sanction to this Scheme.

11. EFFECTIVE DATE

11.1 After the last of the approvals or events specified under Clause 10of Part IV of this Scheme are satisfied or obtained or have occurred or the requirement of which has been waived (in writing) in accordance with this Scheme, the Amalgamating Company and Amalgamated Company shall file the certified copies of the relevant order(s) of the Competent Authority(ies) approving this Scheme with the RoC and the date of such filing shall be the date of effectiveness of this Scheme (" Effective Date "). For the avoidance of doubt, it is clarified that in case the Amalgamating Company and Amalgamated Company make such filings on different dates, then the last date on which such filings are made with the RoC shall be deemed to be the Effective Date.

11.2 The Scheme shall be operative from the Effective Date and be effective from the Appointed Date. Unless this Scheme becomes effective

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in accordance with the provisions of this Clause 11,no rights and liabilities whatsoever shall accrue to, or be incurred inter-se , the Companies or their respective shareholders or creditors or any other person.

12. COSTS, CHARGES & EXPENSES

12.1 All costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed) of the Amalgamating Company and the Amalgamated Company arising out of or incurred in connection with and implementing this Scheme and matters incidental thereto prior to the Effective Date shall be borne by the respective Companies.

12.2 All costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed) arising out of or incurred in connection with and implementing this Scheme and matters incidental thereto after the Effective Date shall be borne by the Amalgamated Company.

13. RESIDUAL PROVISIONS

13.1 In the event of any inconsistency between any of the terms and conditions of any earlier arrangement between the Companies and their respective shareholders and/or creditors, and the terms and conditions of this Scheme, the latter shall prevail.

13.2 Without prejudice to the generality of other provisions of this Scheme and notwithstanding anything to the contrary contained in this Scheme, the Board of the Amalgamated Company shall have the option and shall be entitled to make suitable accounting entries at the time of closing of the books of accounts for the first financial year post the effectiveness of this Scheme as they may deem fit to give effect to the intent herein.

Annexure - 2

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Annexure - 3

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Annexure - 4

Commercial Engineers & Body Builders Co. Limited

CIN-L24231MP1979PLC049375

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

17 November 2020

To, The General Manager, Department of Corporate Services, BSE Limited , Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 BSE Scrip Code: 533272

Dear Sir/Ma'am,

Sub: Complaints Report in terms of the Securities & Exchange Board of India ("SEBI") circular bearing reference number CFD/DIL3/CIR/2017/21 dated 10 March 2017, as amended from time to time ("SEBI Circular").
Ref: Application for obtaining approval under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") for the scheme of amalgamation that seeks to amalgamate Jupiter Wagons Limited into and with Commercial Engineers & Body Builders Co Limited ("Amalgamated Company") under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme of Amalgamation").

This is with reference to the captioned application submitted by us on 29 September 2020.

In terms of paragraph 6(b) of Annexure I of the SEBI Circular (" SEBI Circular "), a listed entity is required to submit a "Report on Complaints" to the stock exchanges within 7 days of expiry of 21 days from the date of filing of the draft scheme of with the stock exchanges and hosting of the draft scheme along with the documents specified under paragraph 2 of Annexure I of the SEBI Circular on the websites of the stock exchanges and such listed entity.

It may be noted that the stock exchange, i.e. the BSE Limited (" BSE ") had hosted the draft Scheme of Amalgamation along with the required documents on its website on 26 October 2020. The SEBI Circular requires the Report on Complaints to be in the format prescribed as per Annexure III of the SEBI Circular.

In view of the above, we enclose the Report on Complaints as per the format prescribed under the SEBI Circular.

As required under paragraph 8 of Annexure I of the SEBI Circular, the Amalgamated Company will upload the "Report on Complaints" on its website, www.cebbco.com.

Thanking you,

Yours faithfully,

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Encl.: As above

CIN-L24231MP1979PLC049375

Commercial Engineers & Body Builders Co. Limited

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

Report on Complaints

(Period of Complaints – from 29 September 2020 - 17 November 2020)

Part A

Sr. No.	Particulars	Number
1	Number of complaints received directly	24
2	Number of complaints forwarded by Stock Exchanges/SEBI	Nil
3	Total Number of complaints/comments received (1+2)	24
4	Number of complaints resolved	24
5	Number of complaints pending	Nil

: Plot No. 690 to 693 & 751 to 756, Sector III, Industrial Area, Pithampur, Distt. Dhar,

CIN-L24231MP1979PLC049375

Commercial Engineers & Body Builders Co. Limited

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

Part B

		Part B
Sr. No.	Name of Complainant	Date of Complaint	Status (Resolved/pending)
1.	Mr. Arvind Choudhary	Complaints received on a) 29.09.2020, b) 06.10.2020, c) 14.10.2020, d) 28.10.2020, e) 15.11.2020	a) 01.10.2020; b) 08.10.2020; c) 19.10.2020; d) 02.11.2020; and e) 17.11.2020; Each of the aforementioned complaints resolved. Responses respectively provided on
2.	Mr. Sanjeev Mishra	Complaints received on a) 29.09.2020, b) 29.09.2020, c) 30.09.2020, d) 01.10.2020, e) 05.10.2020, f) 08.10.2020, g) 09.10.2020, h) 09.10.2020, i) 28.10.2020	Responses respectively provided on a) 01.10.2020; b) 01.10.2020; c) 01.10.2020; d) 03.10.2020; e) 08.10.2020; f) 09.10.2020; g) 14.10.2020; h) 14.10.2020; and i) 06.11.2020; Each of the aforementioned complaints resolved.
3.	Mr. R.V. Singi	29.09.2020	Response provided on 01.10.2020. Complaint resolved
4.	Mr. Sumit Agrawal	29.09.2020	Response provided on 01.10.2020. Complaint resolved.
5.	Ms. Madhulika Agrawal	29.09.2020	Response provided on 01.10.2020. Complaint resolved.
6.	Chhattisgarh Investments Limited	29.09.2020	Response provided on 01.10.2020. Complaint resolved.
7.	Hypotenuse Investment	29.09.2020	Response provided on 01.10.2020. Complaint resolved.
8.	Ms. GurushiNotani	29.09.2020	Response provided on 01.10.2020. Complaint resolved
9.	Ms. Radha Gandhi	30.09.2020	Response provided on 01.10.2020. Complaint resolved.
10.	Mrs. Kamini Choudhary	30.09.2020	Response provided on 01.10.2020. Complaint resolved.
11.	Mr. Manish Salgiya	29.09.2020	Response provided on 01.10.2020. Complaint resolved.
12.	Mr. Raj Choudhary	30.09.2020	Response provided on 01.10.2020. Complaint resolved.

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

Annexure - 5

Commercial Engineers & Body Builders Co. Limited

CIN-L24231MP1979PLC049375

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

17 November 2020

To, Manager, Listing-Compliance Department, National Stock Exchange of India Limited , Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400051

NSE-Symbol : CEBBCO

Dear Sir/Ma'am,

Sub: Complaints Report in terms of the Securities & Exchange Board of India ("SEBI") Circular bearing reference number CFD/DIL3/CIR/2017/21 dated 10 March 2017,as amended from time to time ("SEBI Circular").
Ref: Application for obtaining approval under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") for the scheme of amalgamation that seeks to amalgamate Jupiter Wagons Limited into and with Commercial Engineers & Body Builders Co Limited ("Amalgamated Company") under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme of Amalgamation").

This is with reference to the captioned application submitted by us on 29 September 2020.

In terms of paragraph 6(b) of Annexure I of the SEBI Circular , a listed entity is required to submit a "Report on Complaints" to the stock exchanges within 7 days of expiry of 21 days from the date of filing of the draft scheme with the stock exchanges and hosting of the draft scheme along with the documents specified under paragraph 2 of Annexure I of the SEBI Circular on the websites of the stock exchanges and such listed entity.

It may be noted that the stock exchange, i.e. the National Stock Exchange of India Limited (" NSE ") had hosted the draft Scheme of Amalgamation along with the required documents on its website on 20 October 2020. The SEBI Circular requires the Report on Complaints to be in the format prescribed as per Annexure III of the SEBI Circular.

In view of the above, we enclose the Report on Complaints as per the format prescribed under the SEBI Circular.

As required under paragraph 8 of Annexure I of the SEBI Circular, the Amalgamated Company will upload the "Report on Complaints" on its website, www.cebbco.com.

Thanking you,

Yours faithfully,

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Encl.: As above

CIN-L24231MP1979PLC049375

Commercial Engineers & Body Builders Co. Limited

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

Report on Complaints

(Period of Complaints – from 29 September 2020 - 17 November 2020)

Part A

Sr. No.	Particulars	Number
1	Number of complaints received directly	24
2	Number of complaints forwarded by Stock Exchanges/SEBI	Nil
3	Total Number of complaints/comments received (1+2)	24
4	Number of complaints resolved	24
5	Number of complaints pending	Nil

: Plot No. 690 to 693 & 751 to 756, Sector III, Industrial Area, Pithampur, Distt. Dhar,

Commercial Engineers & Body Builders Co. Limited

CIN-L24231MP1979PLC049375

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

Part B

		Part B
Sr. No.	Name of Complainant	Date of Complaint	Status (Resolved/pending)
1.	Mr. Arvind Choudhary	Complaints received on a) 29.09.2020, b) 06.10.2020, c) 14.10.2020, d) 28.10.2020, e) 15.11.2020	a) 01.10.2020; b) 08.10.2020; c) 19.10.2020; d) 02.11.2020; and e) 17.11.2020; Each of the aforementioned complaints resolved. Responses respectively provided on
2.	Mr. Sanjeev Mishra	Complaints received on a) 29.09.2020, b) 29.09.2020, c) 30.09.2020, d) 01.10.2020, e) 05.10.2020, f) 08.10.2020, g) 09.10.2020, h) 09.10.2020, i) 28.10.2020	Responses respectively provided on a) 01.10.2020; b) 01.10.2020; c) 01.10.2020; d) 03.10.2020; e) 08.10.2020; f) 09.10.2020; g) 14.10.2020; h) 14.10.2020; and i) 06.11.2020; Each of the aforementioned complaints resolved.
3.	Mr. R.V. Singi	29.09.2020	Response provided on 01.10.2020. Complaint resolved
4.	Mr. Sumit Agrawal	29.09.2020	Response provided on 01.10.2020. Complaint resolved.
5.	Ms. Madhulika Agrawal	29.09.2020	Response provided on 01.10.2020. Complaint resolved.
6.	Chhattisgarh Investments Limited	29.09.2020	Response provided on 01.10.2020. Complaint resolved.
7.	Hypotenuse Investment	29.09.2020	Response provided on 01.10.2020. Complaint resolved.
8.	Ms. GurushiNotani	29.09.2020	Response provided on 01.10.2020. Complaint resolved
9.	Ms. Radha Gandhi	30.09.2020	Response provided on 01.10.2020. Complaint resolved.
10.	Mrs. Kamini Choudhary	30.09.2020	Response provided on 01.10.2020. Complaint resolved.
11.	Mr. Manish Salgiya	29.09.2020	Response provided on 01.10.2020. Complaint resolved.
12.	Mr. Raj Choudhary	30.09.2020	Response provided on 01.10.2020. Complaint resolved.

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

Annexure - 6

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Annexure - 7

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Annexure - 8

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REPORT UNDER SECTION 232(2)(c) OF THE COMPANIES ACT, 2013 ADOPTED BY THE BOARD OF DIRECTORS OF COMMERCIAL ENGINEERS & BODY BUILDERS CO. LIMITED AT ITS MEETING HELD ON MONDAY,28thSEPTEMBER2020THROUGH VIDEO CONFERENCING / AUDIO VISIAL MEANS EXPLAINING THE EFFECT OF THE SCHEME OF AMALGAMATION OF JUPITER WAGONS LIMITED INTO AND WITH COMMERCIAL ENGINEERS & BODY BUILDERS CO LIMITED ON THE SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS OF COMMERCIAL ENGINEERS & BODY BUILDERS CO. LIMITED.

1. Background

1.1. The board of directors (the " Board ") of Commercial Engineers & Body Builders Co Limited (" Amalgamated Company ") at its meeting held on 28 September 2020 approved the amalgamation of Jupiter Wagons Limited (the " Amalgamating Company ")into and withthe Amalgamated· Company , under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (the " Act "), Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other rules and regulations framed thereunder ( the "Scheme") , with effect from 1 October, 2019 or such other date as may be mutually agreed between the Amalgamating Company and the Amalgamated Company (" Appointed Date") . The Amalgamating Company and the Amalgamated Company are collectively referred to as the " Amalgamating Companies ".
1.2. As per the provisions of section 232(2)(c) of the Act, the directors of the Amalgamating Company are required to adopt a report explaining the effect of the Scheme on the Amalgamated Company's equity shareholders, key managerial personnel (" KMP "), promoters and non-promoter shareholders, laying out, in particular, the equity share exchange ratio, and specifying any difficulties with respect to valuation, and the same is required to be circulated to the equity shareholders and creditors along with the notice convening their meetings. This report has, accordingly been made for adoption by the Board, in pursuance of the requirements under section 232(2)(c) of the Act. In the opinion of the Board of the Amalgamated Company, the Scheme will be advantageous and beneficial to the Amalgamated Company, its shareholders and other stakeholders for the reasons set out in the rationale of the Scheme and the terms thereof are fair and reasonable.
1.3. The following documents inter alia were placed before the Board for its consideration:
a) The draft Scheme;
b) The report dated 28 September 2020prepared by TR Chaddha & Co LLP, independent chartered accountants, ICAI Firm Registration Number: 006711N/N500028 (" Independent Chartered Accountant ") recommending the fair equity share exchange ratio in respect of the Proposed Amalgamation (" TRCEquity Share Exchange Report ");
c) The report dated 28 September 2020prepared by Dhwanit Kashyap Vaidya, registered valuer, IBBI Registration Number: IBBI/RV/06/2019/11411 (" Registered Valuer ") recommending the fair equity share exchange ratioin respect of the Proposed Amalgamation (" Valuer Equity Share Exchange Report ");
d) Fairness opinion dated 28 September 2020issued by Systematix Corporate Services Limited, a SEBI registered category-I merchant banker (" Fairness Opinion ");
e) the draft of the certification to be issued by Walker Chandiok & Co LLP (ICAI Firm Registration Number: 001076N/N500013), the statutory auditor of the Company pursuant to paragraph I.A.5 of Annexure I of the SEBI Circular dated March 10, 2017 bearing reference number CFD/DIL3/CIR/2017/21 and all amendments thereto (the " SEBI Circular "), certifying that the accounting treatment specified in the Scheme is in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the SEBI Circular and the applicable accounting standards and other generally accepted accounting principles in India, read with the General Circular No. 09/2019 dated 21 August 2019 issued by the Ministry of Corporate Affairs; and
f) Report of the audit committee of the Board dated 28 September 2020.

After considering the documents referred above, the Board of the Company approved the draft Scheme.

2. Valuation

2.1. The Board reviewed the TRC Equity Share Exchange Report issued by the Independent Chartered Accountant and the Valuer Equity Share Exchange Report issued by the Registered Valuer and recommended the fair equity share exchange ratio for the Proposed Amalgamation (" Fair Equity Share Exchange Ratio ") as under:

5510 : 100, i.e., for every 100 (hundred) fully paid up equity shares of face value of INR 10/- each held in the Amalgamating Company as on the Record Date (as defined in the Scheme), the equity shareholders of the Amalgamating Company shall be issued 5510 equity shares of face value of INR 10/- each credited as fully paid up in the Amalgamated Company.]

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2.2. The Board also noted that Systematix Corporate Services Limited, the SEBI registered category-I merchant banker, has issued the Fairness Opinion, which confirms that the Share Exchange Ratio is fair.
2.3. There is no mention in the TRC Equity Share Exchange Reportor the Valuer Equity Share Exchange Report of any difficulties faced during valuation by the Independent Chartered Accountant and the Registered Valuer, respectively.

3. Effect of the Scheme on shareholders (promoter and non-promoter shareholders)

3.1. As an integral part of the Scheme, upon the Scheme becoming effective, (A) the equity shares; and (B) the non-cumulative redeemable preference shares, of the Amalgamated Company, held by the Amalgamating Company on the Effective Date (as defined in the Scheme) , shall be cancelled without any further act or deed by operation of law. Upon the Scheme becoming effective and in consideration of the amalgamation of the Amalgamating Company into and with the Amalgamated Company, the Amalgamated Company shall, without any further application, act or deed, issue and allot to the shareholders of the Amalgamating Company as on the Record Date (as defined in the Scheme) , 5,510 (Five Thousand Five Hundred and Ten) Amalgamated Company Shares (as defined in the Scheme) , credited as fully paid-up, for every 100 (One Hundred) equity shares of the face value of INR 10/-(Rupees ten only) each fully paid-up held by such shareholder in the Amalgamating Company, based on the Share Exchange Ratio.
3.2. Upon the Scheme becoming effective, the equity shares of the Amalgamated Company, including the New Equity Shares (as defined in the Scheme) that are to be issued and allotted by the Amalgamated Company in accordance with Clause 4.1 of Part III of the Scheme, shall be listed and shall be admitted for trading on the BSE Limited (the " BSE ") and the National Stock Exchange of India Limited (the " NSE ") (the BSE and the NSE shall collectively be referred to as the " Stock Exchanges "), in accordance with the provisions of applicable laws (including, specifically, the SEBI circular dated March 10, 2017 and bearing reference number CFD/DIL3/CIR/2017/21, as amended from time to time), listing being subject to the Amalgamated Company complying with the conditions and other requirements of the Stock Exchanges andthe Securities and Exchange Board of India.
3.3. The promoters and the promoter group of the Amalgamated Company currently hold 60.65% of the total equity share capital of the Amalgamated Company. The Amalgamating Company, which is a promoter of the Amalgamated Company, holds 45.45% of the total equity share capital in the Amalgamated Company, as on the date of this Report. Upon the Scheme becoming effective, the promoter and promoter group of the Amalgamated Company shall hold 74.62% of the total equity share capital of the Amalgamated Company and the public shareholders shall hold the remaining 25.38% of the total equity share capital of the Amalgamated Company. The preamalgamation and post-amalgamation shareholding pattern of the Amalgamated Company (based on the shareholding pattern of the Amalgamated Company as on 25 September, 2020) based on the Fair Equity Share Exchange Ratio shall be as provided at Annexure 1 hereto.

4. Effect of the Scheme on the directors and KMPs

4.1. The directors or KMPs of the Amalgamated Company or their relatives do not have any interest in the Scheme, financially or otherwise, except as shareholders of the Amalgamated Company, where applicable. Upon the Scheme becoming effective, the designation and/or roles of the existing KMPs of the Amalgamated Company may change in accordance with business and commercial requirements of the Amalgamated Company, the applicable law and /or the constitutional documents of the Amalgamated Company. The Scheme itself does not affect the office of the KMPs of the Amalgamated Company.
4.2. Upon the Scheme becoming effective, the composition of the Board of the Amalgamated Company may, if required, under applicable law, the memorandum and articles of association of the Amalgamated Company and/or business or commercial requirements of the Amalgamated Company, be reconstituted to include appropriate number of independent directors, women directors, etc.

5. Effect of the Scheme on the creditors

5.1. Under the Scheme, there is no arrangement with the secured or unsecured creditors of the Amalgamated Company. No compromise is offered under the Scheme to any secured or unsecured creditors of the Amalgamated Company. The liabilities of the secured or unsecured creditors of the Amalgamated Company is neither being reduced nor being extinguished.
5.2. The Amalgamated Company has not issued any debentures. The Amalgamated Company has not accepted any deposits from any person.

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6. Effect of the Scheme on employees

The Scheme is not expected to have any impact on the employees of the Amalgamated Company. The employees of the Amalgamated Company will continue to be employees of the Amalgamated Company on the same terms and conditions as before.

The Scheme is expected to be beneficial to the Company, the Amalgamated Company, its shareholders, creditors and other stakeholders and the terms thereof are fair and reasonable.

For Commercial Engineers &Body Builders Co.Limited

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Abhishek Jaiswal Whole Time Director& C.E.O DIN: 07936627 Place: Jabalpur Date: 28 / 09 / 2020

ANNEXURE 1

PRE AND POST AMALGAMATION SHAREHOLDING PATTERN

Particulars	Pre-Amalgamation	Pre-Amalgamation	Post-Amalgamation	Post-Amalgamation
	Total No. of shares held	% of Shareholding	Total No. of shares held	% of Shareholding
Promoter & Promoter Group (A)	5,42,67,871	60.65%	28,91,14,538	74.62%
Institutions	83,49,158	9.33%	83,49,158	2.15%
Non – Institutions	2,68,65,628	30.02%	2,68,65,628	6.93%
Total Public (B)	3,52,14,786	39.35%	6,31,18,097	16.30%
Total (A+B)	8,94,82,657	100.00%	38,74,47,421	100.00%

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Thank You

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AI assistant

JUPITER WAGONS LIMITED — M&A Activity 2021

60673_rns_2021-05-21_4b417b08-3aef-4e47-9455-af356b4b66f4.pdf

For Commercial Engineers & Body Builders Co. Limited

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF COMMERCIAL ENGINEERS & BODY BUILDERS CO LIMITED

Before National Company Law Tribunal

Indore Bench C.A.(CAA)/8 (MP) 2021

COMMERCIAL ENGINEERS & BODY BUILDERS CO LIMITED

MEETING OF THE EQUITY SHAREHOLDERS

OF

COMMERCIAL ENGINEERS & BODY BUILDERS CO LIMITED

MEETING :

REMOTE E-VOTING:

INDEX

Form CAA2

[Pursuant to Section 230(3) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016] NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF COMMERCIAL ENGINEERS & BODY BUILDERS CO LIMITED

To

All the Equity Shareholders of COMMERCIAL ENGINEERS & BODY BUILDERS CO LIMITED

SPECIAL BUSINESS:

1. Approval of scheme under Sections 230 to 232 of the Companies Act, 2013

TAKE FURTHER NOTICE that

NOTES:

Instructions for remote e-voting and e-voting at the meeting (Insta Poll)

C. Other Instructions

5. Information and instructions for e-voting facility at the meeting (Insta Poll)

6. Other information

EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 232(1) AND (2) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

Particulars of the Transferee Company

Particulars of the Transferor Company

Rationale for the Scheme

Relationship among Companies who are parties to the Scheme

Corporate Approvals

Approvals and actions taken in relation to the Scheme

Salient extracts of the Scheme

4. DEFINITIONS

1. TRANSFER AND VESTING

4. PAYMENT OF CONSIDERATION

6. CANCELLATION OF SHARES AND OTHER ARRANGEMENTS

7. DISSOLUTION OF AMALGAMATING COMPANY

GENERAL TERMS AND CONDITIONS

1. CHANGE OF NAME OF THE AMALGAMATED COMPANY

11. EFFECTIVE DATE

You are requested to read the entire text of the Scheme to get fully acquainted with the provisions thereof. The aforesaid are only some of the salient extracts thereof.

Valuation and accounting treatment

Effect of the Scheme on various parties

Other matters

SCHEME OF AMALGAMATION

OF

JUPITER WAGONS LIMITED AMALGAMATING COMPANY

WITH

COMMERCIAL ENGINEERS & BODY BUILDERS CO. LIMITED AMALGAMATED COMPANY

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

PART I

OVERVIEW, OBJECTS, DEFINITIONS AND INTERPRERATION

3. RATIONALE FOR THIS SCHEME

4. DEFINITIONS

INTERPRETATION

PART II

CAPITAL STRUCTURE

1. SHARE CAPITAL OF THE AMALGAMATING COMPANY

PART III

AMALGAMATION OF THE AMALGAMATING COMPANY INTO AND WITH THE AMALGAMATED COMPANY

1. TRANSFER AND VESTING

2. CONDUCT OF BUSINESS UNTIL EFFECTIVE DATE

3. CHANGE IN AUTHORISED SHARE CAPITAL

5.

ISSUANCE MECHANICS

6. CANCELLATION OF SHARES AND OTHER ARRANGEMENTS

PART IV

GENERAL TERMS AND CONDITIONS

1. CHANGE OF NAME OF THE AMALGAMATED COMPANY

4. DIVIDENDS

6. MODIFICATION; WAIVER;AND WITHDRAWAL

7.

REMOVAL OF DIFFICULTIES

8.

SEVERABILITY

APPROVAL OF THE SCHEME THROUGH E-VOTING

10. CONDITIONALITY TO EFFECTIVENESS OF THE SCHEME

JUPITER WAGONS LIMITED M&A Activity 2021