Description

NCLT approved merger of Udaipur Cement Works Limited into JK Lakshmi Cement Ltd with share exchange ratio of 4:100.

Summary

The Hon’ble National Company Law Tribunal (NCLT), Jaipur Bench has approved the Composite Scheme of Arrangement for the amalgamation of Udaipur Cement Works Limited (Scrip Code: 530131) into JK Lakshmi Cement Ltd. The record date for determining shareholder entitlements has been set as August 25, 2025.

Key Points

  • Udaipur Cement Works Limited (amalgamating company) will merge into JK Lakshmi Cement Ltd (amalgamated company)
  • Share exchange ratio: 4 equity shares of JK Lakshmi Cement (face value ₹5) for every 100 shares of Udaipur Cement Works (face value ₹4)
  • All new shares will be credited as fully paid up
  • Trading suspension effective from August 25, 2025

Regulatory Changes

  • NCLT Jaipur Bench has approved the Composite Scheme of Arrangement
  • Udaipur Cement Works Limited will cease to exist as a separate entity post-amalgamation
  • JK Lakshmi Cement Ltd will issue new equity shares to accommodate Udaipur Cement shareholders

Compliance Requirements

  • Trading members must note the suspension of dealings in Udaipur Cement Works Limited shares
  • Shareholders of Udaipur Cement Works Limited will automatically receive JK Lakshmi Cement shares as per the exchange ratio
  • No action required from shareholders as shares will be credited automatically

Important Dates

  • Record Date: August 25, 2025
  • Trading Suspension: Effective August 25, 2025 (Settlement No. DR-701/2025-2026)
  • Notice Date: August 18, 2025

Impact Assessment

  • High Impact: Complete cessation of Udaipur Cement Works as independent entity
  • Shareholder Impact: Existing shareholders will receive JK Lakshmi Cement shares at 4:100 ratio
  • Market Impact: Trading in Udaipur Cement Works shares will be permanently suspended
  • Operational Impact: Consolidation will strengthen JK Lakshmi Cement’s market position in cement sector

Impact Justification

Complete merger of companies affecting shareholder rights and trading suspension