Cecil Webber Engineering Ltd

Order Dasti.

INDERMEET KAUR, J. DECEMBER 19, 2012 nandan/rb

* IN THE HIGH COURT OF DELHI AT NEW DELHI % Date of Judgment:19th December, 2012 + COMPANY PETITION NO. 301/2012 Cecil Webber Engineering Limited (Demerged / Petitioner Company 1) And Kamdhenu Enterprises Limited (Demerged / Petitioner Company 2) And Pavitra Commercials Limited (Demerged / Petitioner Company 3) And Mahendra Shipping Limited (Demerged / Petitioner Company 4) And Udhyam Merchandise Private Limited (Resulting / Petitioner Company 5) Through Mr. Deepak Diwan and Ms. Adarika Ghose, Advocates for the Petitioners Mr. K.S. Pradhan, Deputy Registrar of Companies for the Regional Director INDERMEET KAUR, J. (Oral) 1. This joint Petition has been filed under sections 391 & 394 of the Companies Act, 1956 by the Petitioner Demerged Companies and Resulting Company seeking sanction of the Scheme of Arrangement of Cecil Webber Engineering Limited (Demerged/ Petitioner Company 1), Kamdhenu Enterprises Limited (Demerged / Petitioner Company 2), Pavitra Commercials Limited (Demerged / Petitioner Company 3), Mahendra Shipping Limited (Demerged / Petitioner Company 4) and Udhyam Merchandise Private Limited (Resulting / Petitioner Company 5) under section 391-394 of the Companies Act, 1956 read with Sections 100-104 of the Companies Act, 1956 which involves De- Merger of Investment Undertaking of the Demerged Companies 1 to 4 into the Resulting Company. 2. The registered offices of the Petitioner Demerged Companies and Resulting Company are situated at New Delhi, within the jurisdiction of this Court. 3. Details with regard to the date of incorporation of Demerged Companies and Resulting Company, their Authorized, Issued, Subscribed and Paid up capital have been given in the Petition. 4. Copies of the Memorandum and Articles of Association as well as the latest audited Annual Accounts for the year ended 31st March, 2011 of the Petitioners Demerged and Resulting Companies have also been enclosed with the Petition. 5. Copies of the Resolutions passed by the Board of Directors of the Petitioner Companies approving the Scheme of Arrangement have also been placed on record. 6. It has been submitted that no proceedings under Sections 235 to 251 of the Companies Act, 1956 is pending against the Petitioner Companies. 7. So far as the share exchange ratio for Arrangement is concerned, the Scheme provides that, upon the Scheme finally coming into effect: I. As a consideration of the Demerger, the Resulting Company will issue and allot 154,401 equity shares of Rs.10/- each fully paid up to the shareholders of the Demerged Company 1 as on the Record Date. II. As a consideration of the Demerger, the Resulting Company will issue and allot 186,583 equity shares of Rs.10/- each fully paid up to the shareholders of the Demerged Company 2 as on the Record Date. III. As a consideration of the Demerger, the Resulting Company will issue and allot 146,347 equity shares of Rs.10/- each fully paid up to the shareholders of the Demerged Company 3 as on the Record Date. IV. As a consideration of the Demerger, the Resulting Company will issue and allot 8,784 equity shares of Rs.10/-each fully paid up to the shareholders of the Demerged Company 4 as on the Record Date. V. The shareholders of the Demerged Companies have an option a safe and fair exit route by surrendering their shares to the respective companies at a price of determined by the Valuers and certified to be "Fair" by Merchant Bankers. The Price determined by the said Valuers are as follows: a) Cecil Webber Engineering Limited Rs. 117.15 per Share. b) Kamdhenu Enterprises Limited Rs. 109.94 per Share. c) Pavitra Commercials Limited Rs. 148.46 per Shares. d) Mahendra Shipping Limited Rs. 36.05 per Share. VI. The Shareholders of Demerged Companies can surrender their shares to the respective Demerged Companies within a period of One month from the Effective Date at the price determined by the Valuer aforementioned and the payment will be made within a period of one month from the date of surrender.