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JUPITER WAGONS LIMITED — M&A Activity 2022
Mar 6, 2022
60673_rns_2022-03-07_6aa3e004-a9cc-42bf-9bf8-19bdadb6e86d.pdf
M&A Activity
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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 - 05 March 2022
To, Listing Department , BSE Limited , Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 Fax No. 022-2272 3121/2272/2037
BSE Security Code : 533272
To, Listing Department, National Stock Exchange of India Limited , ‘Exchange Plaza’, 5[th] Floor, Plot No. C/1, G. Block, Bandra Kurla Complex, Bandra (East) Mumbai - 400 051
NSE Symbol : CEBBCO
Dear Madam/Sir,
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Sub: Approval of the Scheme of Amalgamation by National Company Law Tribunal, Bench at Kolkata between Commercial Engineers & Body Builders Co Limited and Jupiter Wagons Limited and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 and other relevant provisions under applicable law (“Scheme of Amalgamation”)
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Ref: Order dated 03 March 2022 passed by the Hon’ble National Company Law Tribunal, Kolkata bench and received on 04 March 2022 by Jupiter Wagons Limited in relation to the sanction of the Scheme of Amalgamation.
This is in furtherance to our respective intimations dated 28 September 2020, 03 July 2021, 21 August 2021 and 02 February 2022, informing about the decision of the board of directors of Commercial Engineers & Body Builders Co Limited ( “ Amalgamated Company ” ) , approving the scheme of amalgamation of Jupiter Wagons Limited, (an unlisted company) ( “ 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 and related developments thereto and order dated 28 June 2021 passed by the Hon’ble National Company Law Tribunal, Kolkata Bench directing convening of the meeting of the equity shareholders, secured creditors and unsecured creditors of the Amalgamating Company on 16 August 2021 for approval/sanctioning of the Scheme of Amalgamation as well as the meeting of the equity shareholders, secured creditors and unsecured creditors of the Amalgamating Company having been convened through video conferencing mode wherein the Scheme of Amalgamation was duly approved by equity shareholders, secured creditors and unsecured creditors of the Amalgamating Company.
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 Amalgamating Company has by way of an e mail dated 04 March 2022 informed us that, the Hon’ble NCLT, Kolkata bench, by way of its order dated 03 March 2022, (the certified true copy of the order having been received by the Amalgamating Company on 04 March 2022) (“ NCLT Order ”) in the Amalgamating Company application (before the Hon’ble NCLT Kolkata bench) that, the Scheme of Amalgamation has been approved/sanctioned by the Hon’ble NCLT, Kolkata.
Please note that the Scheme of Amalgamation is yet to be approved/sanctioned by the NCLT, Indore bench and once such sanction/approval is received by way of certified copy of the order of the NCLT, Indore bench, the Amalgamated Company (i.e., CEBBCO) will make the requisite disclosure with the timeline prescribed under applicable law.
Further, the Scheme of Amalgamation will become effective upon the respective filing of the orders passed by both NCLT Kolkata and the NCLT Indore with the respective jurisdictional Registrar of Companies.
The above is for your kind information and record.
Yours faithfully,
For Commercial Engineers & Body Builders Co Limited
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Deepesh Kedia Company Secretary
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