Intimation regarding order of NCLT, Jaipur Bench.
Awaiting price reaction for this filing.
The National Company Law Tribunal (NCLT), Jaipur Bench has sanctioned the Composite Scheme of Amalgamation and Arrangement under which Udaipur Cement Works Ltd (UCWL), Hansdeep Industries & Trading Company Ltd, and Hidrive Developers and Industries Ltd will merge into JK Lakshmi Cement Ltd. The appointed date for the scheme is April 1, 2024. Under the approved share swap ratio, eligible shareholders of UCWL will receive 4 equity shares of JK Lakshmi Cement (face value INR 5) for every 100 equity shares held in UCWL (face value INR 4). Since JK Lakshmi Cement already holds 71.12% of UCWL and 100% of the other two merging entities, no new shares will be issued for those subsidiaries. Once the certified order is filed with the Registrar of Companies, the scheme will become effective and UCWL will cease to be a subsidiary of JK Lakshmi Cement, with the three transferor companies being dissolved without winding up.
Post-merger, UCWL will lose its separate listed status and minority shareholders will become shareholders of JK Lakshmi Cement, which is a larger, more diversified cement entity. The move aims to simplify the group structure, reduce compliance costs, and unlock value through consolidation, but UCWL shareholders will no longer hold a direct stake in a stand-alone UCWL.