AARTI SURFACTANTS LIMITED INFORMATION ......2020/03/07 · Aarti Surfactants Limited having made...

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AARTI SURFACTANTS LIMITED INFORMATION MEMORANDUM

Aarti Surfactants Limited (Formerly Known as Arti Surfactants Limited) was incorporated as a public

limited company on June 18, 2018 (Company Registration Number: 102891 and having Corporate

Identification Number: U24100GJ2018PLC102891) under the Companies Act, 2013 with the Registrar

of Companies, Ahmedabad (“RoC”)

Registered Office: 801, 801/23, GIDC Estate, Phase III Vapi Valsad, Gujarat 396195;

Corporate Office: 71, Udyog Kshetra, 2nd Floor, Mulund Goregaon Link Road, LBS Marg, Mulund (W),

Mumbai 400 080; Telephone; 022‐67976666/ 6616; Fax: 022‐2565 3234

Contact Person: Mr. Prashant Balasaheb Gaikwad

Company Secretary & Compliance Officer:

Email: investors@aarti‐surfactants.com:

Website: www.aarti‐surfactants.com

INFORMATION MEMORANDUM FOR LISTING OF 75,84,477 EQUITY SHARES OF RUPEES 10/‐ EACH ISSUED BY OUR COMPANY PURSUANT TO THE SCHEME OF ARRANGEMENT

NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THIS INFORMATION

MEMORANDUM.

FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF THE COMPANY

PROMOTER OF OUR COMPANY : SHRI CHANDRAKANT VALLABHAJI GOGRI

SHRI RAJENDRA VALLABHAJI GOGRI

SHRI PARIMAL HASMUKHLAL DESAI

*LATE SHRI SHANTILAL T. SHAH

*(As per the SEBI relaxation from the applicability of Rule 19(2)(b) of the Rules there should be no re‐classification of promoters/ promoter groups into public or vice versa, except for as provided in the scheme or in accordance with the applicable rules and regulations and hence his name is mentioned in Promoter Category. Shri Shantilal T. Shah one of the

Promoters of Aarti Industries Limited at the time of NCLT order approving Scheme, continued to be named as Promoter of

Aarti Surfactants Limited. Shri Shantilal T Shah has passed away on October 27, 2019; however, pending transmission of

Shares as envisaged in Clause 31A of the Listing Regulations, he continued to be named as Promoter.)

GENERAL RISKS

Investment in equity and equity related securities involves a degree of risk and investors should not

invest unless they can afford to take the risk of losing their investment. Investors are advised to read

the risk factors carefully before taking an investment decision. Investors must take appropriate

measures including risks factors, examination of statements and all necessary information. The

securities have neither been recommended nor approved by the Securities and Exchange Board of

India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document.

ISSUER‘S ABSOLUTE RESPONSIBILITY

Aarti Surfactants Limited having made all reasonable inquiries, accepts responsibility for and confirms

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that this Information Memorandum contains all information with regard to Aarti Surfactants Limited,

which is material, that the information contained in the Information Memorandum are true and

correct in all material aspects and not misleading in any material respect, that the opinions and

intentions expressed herein are honestly held and that there are no other facts, the omission of which

make this document as a whole or any of such information or the expression of any such opinions or

intentions misleading in any material respect .

LISTING ARRANGEMENT

The Equity Shares of Aarti Surfactants Limited are proposed to be listed on BSE Limited (BSE) and the

National Stock Exchange of India Limited (NSE). The Company has submitted this Information

Memorandum to the BSE and NSE and the same is available on the Company‘s website

www.aarti‐surfactants.com. The Information Memorandum would also be made available on the

Websites of the BSE at www.bseindia.com and the NSE at www.nseindia.com.

REGISTRAR AND SHARE TRANSFER AGENT

M/s. Link Intime India Private Limited, C 101, 247 Park, L. B. S. Marg, Vikhroli (West), Mumbai, Maharashtra – 400 083. Tel No: +91 22 49186000 Fax: +91 22 49186060

Website : www.linkintime.co.in Email : [email protected]

SEBI Registration Number: INR000004058

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CONTENTS

TABLE OF CONTENTS PAGE NO

SECTION I – GENERAL Definitions & Abbreviations

Certain Conventions, Use Of Market Data and Forward

Looking Statements SECTION II – RISK FACTORS RISK FACTORS

SECTION III – INTRODUCTION General Information

Capital Structure

Composite Scheme of Arrangement and Court Order

Statement of Tax Benefit

SECTION IV ‐ ABOUT AARTI SURFACTANTS LIMITED

Industry and Business Overview

History and Certain Corporate Matters

Management

Profile of Our Directors

Corporate Governance

SECTION V ‐ FINANCIAL INFORMATION Financial Information of The Company

Declaration [

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1.1 DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or implies, the following terms have the following

meanings in this Information Memorandum and references to any statute or regulations or

policies shall include amendments thereto, from time to time:

COMPANY RELATED TERMS

TERM DESCRIPTION

“Aarti Surfactants Limited” or “ASL” or

“Company” or “Resulting Company” or

“Aarti Surfactants Limited ” or “us” or

“we” or “our”

Aarti Surfactants Limited (Formerly known as Arti

Surfactants Limited) a Public Limited Company

incorporated under the Companies Act, 2013,

Articles/Articles of Association Articles of Association of Aarti Surfactants Limited Auditors The Statutory Auditors of Aarti Surfactants Limited A.Y./ AY Assessment Year AGM Annual General Meeting of the Company AS Accounting Standard as issued by the Institute of

Chartered Accountants of India and notified by the Ministry of Corporate Affairs, Government of India.

Appointed Date April 1, 2018

Effective Date June 24, 2019 Record Date July 4, 2019 CDSL Central Depository Services (India) Limited MCA Ministry of Company Affairs DP Depository Participant EGM Extraordinary General Meeting of the Company Equity Shares The Equity Shares of face value of Rs. 10/‐ each of the

Company Preference Shares The Preference Shares of face value of Rs. 10/‐ each of

the Company Board/ Board of Directors/ Directors The Board of Directors of Aarti Surfactants Limited BSE BSE Limited HUF Hindu Undivided Family Indian GAAP Generally Accepted Accounting Principles in India IND AS / IndAS The Indian Accounting Standards referred to in the

Companies (Indian Accounting Standard) Rules, 2015, as

amended time to time and notified by MCA. MOU Memorandum of Understanding Memorandum/ Memorandum of

Association / MOA The Memorandum of Association of Aarti Surfactants

Limited NSDL National Securities Depository Limited

SECTION 1 ‐ GENERAL

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RBI Reserve Bank of India NCLT National Company Law Tribunal GST Goods and Services Tax Scheme Composite scheme of arrangement between Aarti

Industries Limited and Arti Surfactants Limited and

Nascent Chemical Industries Limited and their

respective shareholders (under sections 230‐232 & read

with other applicable provisions of The companies act,

2013) SEBI Securities & Exchange Board of India TDS Tax Deduction at Source CAGR Compounded Annual Growth Rate EPS Earnings per share (EPS = Profit after tax / No. of equity

shares) EBITDA Earnings before

amortization interest, tax, depreciation and

PAT Profit after Tax EBIT Earnings before interest and taxes NP Net Profit GDP Gross Domestic Product GoI Government of India Lac/Lakh One Hundred Thousand Rupees Million Ten Lakh Rupees MT Metric Tonnes N.A / NA Not Applicable EAT Earnings after tax RoI Return on investment PE Price‐earnings (p/e) ratio NCA Net Current Assets Act / Companies Act Companies Act, 2013, to the extent in force pursuant to

the notification of the Notified Sections, read with the

rules, regulations, clarifications and modifications

thereunder FII(s) Foreign Institutional Investors registered with SEBI

under applicable laws R&D Research and Development FEMA Foreign Exchange Management Act, 1999 read with

rules and regulations thereunder Financial year/Fiscal/ FY The twelve months ended March 31 of a particular

year, unless otherwise stated FI Financial Institution

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Information Memorandum This document as filed with the Stock Exchanges is

known as and referred to as the Information

Memorandum NAV Net Asset Value P/E Ratio Price ‐Earnings Ratio ROC Registrar of Companies USD United States Dollar, the official currency of United

States of America Innovative R & D Innovative Research & Development activities

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Unless stated otherwise, the financial data in this Information Memorandum is derived from

our financial statements. Our fiscal year commences on April 1st and ends on March 31st of each year, so all references to a particular fiscal year are to the twelve months period ended

on March 31st of that year. In this Information Memorandum, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. [

All references to ―”India” contained in this Information Memorandum are to the Republic

of India. All references to ‘Rupees’ or ―”RS” are to Indian Rupees, the official currency of

the Republic of India.

For additional defini ons, please see ―”Defini ons and Abbrevia ons “of this Information

Memorandum.

Unless stated otherwise, industry data and market data used throughout this Information

Memorandum has been obtained from the published data and industry publications. These

publications generally state that the information contained therein has been obtained from

sources believed to be reliable but that their accuracy and completeness are not guaranteed

and their reliability cannot be assured. Although we believe that industry and market data

used in this Information Memorandum is reliable, it has not been independently verified. Data

from these sources may also not be comparable. The extent to which industry and market data

used in this Information Memorandum is meaningful depends on the readers‟ familiarity with

and understanding of the methodologies used in compiling such data.

The information included in this Information Memorandum about various other companies is

based on their respective annual reports and information made available by the respective

companies.

[

FORWARD LOOKING STATEMENTS

We have included statements in this Information Memorandum, that contain words or phrases

such as “will”, “aim”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”,

“plan”, “contemplate”, “seek to”, “future”, “project”, “should”, and similar expressions or

variations of such expressions that are “forward‐looking statements”. [

Actual results may differ materially from those suggested by the forward looking statements

due to risks or uncertainties and assumptions associated with the Company‘s expectations

with respect to, but not limited to, regulatory changes pertaining to the industries in India in

which our Company has its businesses or proposes to have its business, and the Company‘s

ability to respond to them, its ability to successfully implement its strategy, its growth and

expansion, its exposure to market risks, competitive landscape, general economic and political

conditions in India which have an impact on its business activities or investments, the

monetary and fiscal policies of India, inflation, deflation, unanticipated fluctuations in interest

rates, foreign exchange rates, equity prices or other rates or prices, the performance of the

CERTAIN CONVENTIONS, USE OF MARKET DATA

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financial markets in India and globally, changes in domestic and foreign laws, regulations and

taxes and changes in competition in the Company‘s industries.

We undertake no obligation to publicly update or revise any forward‐ looking statements,

whether as a result of new information, future events or otherwise. In light of the foregoing,

and the risks, uncertain es and assump ons discussed in ―”Risk Factors” and elsewhere in

this Information Memorandum, any forward ‐ looking statement discussed in this Information

Memorandum may change or may not occur, and our actual results could differ materially

from those anticipated in such forward‐looking statements. In accordance with the SEBI

Regulations, our Company will ensure that investors in India are informed of material

developments until the time of the grant of listing and trading permission by the Stock

Exchanges.

Important factors that could cause actual results to differ materially from our expectations

include, among others:

a) General economic and business conditions in India and other countries;b) Our ability to successfully implement our strategy, our growth and expansion plans;

c) Changes in technologies;d) Our inability to expand our production capacity and service capabilities;e) Failure to acquire new businesses and products in a timely manner;f) Failure to maintain cost efficiency in our product segments;

g) Inability to gain market acceptance for our products;

h) Any litigation pursued by our customers or end users in case of any defects in our

products, reputation and business;

i) Compliance with and changes in increasingly stringent safety or emissions standards

relating to our manufacturing facilities, environmental regulations and other applicable

regulations;

j) Reliance on manufacturers and other suppliers;k) Changes in public policy such as removal of price controls or other pressures on pricing

or reduction/removal of subsidies, delay in disbursement of subsidies;

l) General economic and business conditions in India and other countries;m) Our ability to successfully implement our strategy, our growth and expansion plans

Technological changes;

n) Increase in labour cost, raw materials price, cost of equipment‘s and insurance

Premium;

o) Ability to retain management team and skilled personnel;p) Amount that our Company is able to realize from the clients;q) Potential mergers, acquisitions or restructurings;

r) Changes in fiscal, economic or political conditions in India;

s) Changes in the value of the Rupee and other currency changes;t) Changes in Indian or international interest rates;

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For further discussion of factors that could cause our actual results to differ, see ― Risk

Factors. By their nature, certain risk disclosures are only estimates and could be materially

different from what actually occurs in the future. As a result, actual future gains or losses could

materially differ from those that have been estimated.

Additional factors that could cause actual results, performance or achievements to differ

materially include, but are not limited to, those discussed under “Industry Overview” and

“Business Overview”

We do not have any obligation to, and do not intend to, update or otherwise revise any

statements reflecting circumstances arising after the date hereof or to reflect the occurrence

of underlying events, even if the underlying assumptions do not come fruition.

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INTERNAL RISK FACTORS

1) Company’s business is dependent on manufacturing facilities and is subject to

certain risks in manufacturing process. Any slowdown or shutdown in Company’s

manufacturing operations or underutilization of manufacturing facilities could have

an adverse effect on business, results of operations and financial condition.

2) Company do not have long‐term agreements with suppliers for raw materials and an

increase in the cost of, or a shortfall in the availability or quality of raw materials

could have an adverse effect on business and results of operations.

3) Company’s inability to accurately forecast demand or price for its products and

manage its inventory may have an adverse effect business, results of operations and

financial condition.

4) Company’s operations are hazardous and could expose Company to the risk ofliabilities, loss of revenue and increased expenses.

5) Company derive a significant portion of revenue from a few major customers.

Company do not have long term contractual arrangements with most of such

customers, and the loss of one or more of them or a reduction in their demand for

our products could adversely affect our business, results of operations, financial

condition and cash flows.

6) Company is subject to extensive government regulation and if it fails to obtain,

maintain or renew statutory and regulatory licenses, permits and approvals required

to operate business, Company’s business and results of operations may be adversely

affected.

7) Company’s inability to implement business strategy or effectively sustain and

manage growth could have an adverse effect on our business, results of operations

and financial condition.

8) Company is subject to strict quality requirements, regular inspections and audits,

and any failure to comply with quality standards may lead to cancellation of existing

and future orders and could negatively impact our reputation and our business and

results of operations and prospects.

9) Company’s inability to manage diversified operations may have an adverse effect onbusiness, results of operations and financial condition.

10) The improper handling, transportation, processing or storage of raw materials or

SECTION II ‐ RISK FACTORS

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products, or spoilage of and damage to such raw materials and products, or any real

or perceived contamination in Company’s products, could subject Company to

regulatory and legal action, damage reputation and have an adverse effect on

business, results of operations and financial condition.

11) If Company is unable to introduce new products and respond to changing consumer

preferences in a timely and effective manner, the demand for Company’s products

may decline, which may have an adverse effect on our business, results of operations


12) Company is exposed to foreign currency exchange rate fluctuations, which may harm

results of operations and cause our results to fluctuate.

13) Non‐compliance with and changes in, safety, health and environmental laws and

other applicable regulations, may adversely affect Company’s business, results of

operations and financial condition.

14) Company operates in a competitive business environment. Competition from

existing players and new entrants and consequent pricing pressures could have a

material adverse effect on business growth and prospects, financial condition and

results of operations.

15) A significant disruption to Company’s distribution network or any disruption of civil

infrastructure, transport or logistic services, may create delays in deliveries of

products distributed by Company.

16) Company’s inability to meet obligations, including financial and other covenants

under debt financing arrangements could adversely affect business and results of

operations.

17) As of March 31, 2020 Company has contingent liabilities as disclosed in our financial

statements available on the website of Company, if these liabilities materialise it could have

an effect on our business, financial condition and results of operations

18) Any delays and/or defaults in payments from customers could result in increase of

working capital investment and/or reduction of profits, thereby affecting operation

and financial condition. Further accounts receivable collection cycle exposes us to

client credit risk.

19) Company is dependent on a number of key personnel, including senior management,

and the loss of, or inability to attract or retain such persons could adversely affect

business, results of operations and financial condition.

20) Company rely on contract labour for carrying out certain operations and Company

may be held responsible for paying the wages of such workers, if the independent

contractors through whom such workers are hired default on their obligations, and

such obligations could have an adverse effect on Company results of operations


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21) Company’s insurance coverage may not be sufficient or may not adequately protect

Company against all material hazards, which may adversely affect business, results

of operations and financial condition.

22) Our business activities are dependent on availability of skilled and unskilled labour.

Non‐availability of labour at any time or any disputes with them may affect our

production schedule and timely delivery of our products to customers which may

adversely affect our business and result of operations.

Risks Relating to the Equity Shares

There is no prior trading history for the Equity Shares.

Since the Equity Shares have not been previously traded, their market value is uncertain.

Following admission, the market price of the Equity Shares may be volatile. Our

Company‘s operating results and prospects from time to time may be below the

expectation.

At the same time, market conditions may affect the price of our Company‘s Equity

regardless of the operating performance of our Company. Stock market conditions are

affected by many factors, such as general economic and political conditions, terrorist

activity, movements in or outlook on interest rates and inflation rates, currency

fluctuations, commodity prices, changes in investor sentiment towards the retail market

and the supply and demand of capital.

Significant trading volumes of the Equity on the Stock Exchanges in the period on

listing could impact the price of our Company‘s Equity

Following admission of our Equity Shares for trading on the Stock Exchanges, there may

be a period of relatively high volume trading in the Equity Shares. A high volume of sales

of our Equity the Stock Exchanges after admission, or the perception that these sales

might occur, could result in volatility in the market price of our Equity Shares.

Our Company may decide to offer additional Equity Shares in the future, diluting the

interests of existing Shareholders which could adversely affect the market price of

Equity Shares.

Our Company‘s ability to execute our business strategy depends on our access to an

appropriate blend of debt financing, and equity financing. If our Company decides to

offer additional Equity Shares or other securities convertible into Equity Shares in the

future, this could dilute the interests of existing Shareholders which could have an

adverse impact on the market price of Equity. An additional offering of Equity Shares by

our Company, or the public perception that an offering may occur, could have an

adverse impact on the market price of the Equity Shares.

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There is no guarantee that dividends will be paid.

There can be no assurances that our Company will pay dividends in future. Any decline

in our Company‘s operating income could result in distributable profits not being

available for payment of dividend which may have an adverse impact on the market

price of our Equity Shares.

Our business is substantially affected by prevailing economic conditions in India.

Our Company is incorporated in India, and all of our assets and employees are located

in India. As a result, we are highly dependent on prevailing economic conditions in India

and our results of operations are significantly affected by factors influencing the Indian

economy. Factors that may adversely affect the Indian economy, and hence our results

of operations, may include:

any increase in Indian interest rates or inflation; any exchange rate fluctuations;

any scarcity of credit or other financing in India, resulting in an adverse impact

on economic conditions in India and scarcity of financing of our developments

and expansions; prevailing income conditions among Indian consumers and Indian corporations; volatility in, and actual or perceived trends in trading activity on, India‘s principal

stock exchanges; changes in India‘s tax, trade, fiscal or monetary policies; changes in governmental laws and regulations; Political instability, terrorism or military conflict in India or in countries in the

region or globally, including in India‘s various neighbouring countries.

prevailing regional or global economic conditions, including in India‘s principal

export markets; and

Other significant regulatory or economic developments in or affecting India or its

retail sector.

Any slowdown or perceived slowdown in the Indian economy, or in specific

sectors of the Indian economy, could adversely impact our business, results of

operations and financial condition and the price of the Securities.

Any downgrading of India‘s debt rating by a domestic or international rating agency

could negatively impact our business

Any adverse revisions to India‘s credit ratings for domestic and international debt by

domestic or international rating agencies may adversely impact our ability to raise

additional financing, and the interest rates and other commercial terms at which such

additional financing is available. This could have an adverse effect on our financial

results and business prospects, ability to obtain financing for capital expenditures and

the price of the Securities.

EXTERNAL RISK FACTOR

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Multiplicity of legislations, taxes and levies in addition to changes in legislation,

including changes in direct and indirect tax policies, or policies applicable to us could

adversely affect our results of operations

Various laws and regulations are applicable to the retail industry and our business in

general. At every stage, different licenses, approvals and clearances are required. This

process is tedious and time consuming and there can be no assurance that the licenses,

approvals and clearances will be granted to us within the expected time frame or at all.

Therefore, statutes relating to labour, hours of work, minimum wages, overtime, etc.

have an impact on our operational activities and overall costs. Changes in taxes and

levies and other regulatory policies and legislations could directly impact the profit

margins and activities of our Company.

Hostilities, wars and other acts of violence or manmade disasters could adversely affect the financial markets and our business.

Wars, terrorism and other acts of violence or manmade disasters may adversely affect

our business and the Indian markets in which the Securities trade are proposed to be

listed. Financial impact of the aforesaid risk cannot be reasonably quantified. In

addition, any deterioration in international relations, especially between India and its

neighbouring countries, may result in investor concern regarding regional stability which

could adversely affect the price of the Securities. Further, India has witnessed local civil

disturbances in recent years and it is possible that future civil unrest as well as other

adverse social, economic or political events in India could have an adverse impact on

our business. Such incidents could also create a greater perception that investment in

Indian companies involves a higher degree of risk and could have an adverse impact on

our business, results of operations and financial condition, and the market price of the

Securities.

The occurrence of natural disasters could adversely affect our results of operations and financial condition.

The occurrence of natural disasters, including hurricanes, floods, earthquakes,

tornadoes, fires, explosions, pandemic disease could adversely affect our results of

business, results of operations and financial condition. It is possible that earthquakes,

cyclones, floods or other natural disasters in India, particularly those that directly affect

the areas in which our facilities and other operations are located, could result in

substantial damage to our warehouses and other assets. We cannot assure prospective

investors that such events will not occur in the future or that our business, results of

operations and financial condition will not be adversely affected.

Changing laws, rules and regulations and legal uncertainties may adversely affect our

business and financial performance.

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Our business and operations are governed by various laws and regulations. Our


business and financial performance could be adversely affected by any change in laws

or interpretations of existing, or the promulgation of new laws, rules and regulations

applicable to us and our business. There can be no assurance that the relevant

governmental authorities will not implement new regulations and policies which will

require us to obtain additional approvals and licenses from the government and other

regulatory bodies or impose onerous requirements and conditions on our operations.

Any such changes and the related uncertainties with respect to the implementation of

the new regulations may have a material adverse effect on our business, results of

operations and financial condition.

Conditions in the Indian securities market may affect the price or liquidity of the Securities.

The Indian securities markets are smaller than securities markets in more developed

economies. Indian stock exchanges have in the past experienced substantial fluctuations

in the prices of listed securities. These exchanges have also experienced events that

have affected the market price and liquidity of the securities of Indian companies, such

as temporary exchange closures, broker defaults, settlement delays and strikes by

brokers. In addition, the governing bodies of the Indian stock exchanges have, from time

to time, restricted securities from trading, limited price movements and restricted

margin requirements. Further, disputes have occurred on occasions between listed

companies and the Indian stock exchanges and other regulatory bodies that, in some

cases, have had a negative effect on market sentiment. If similar events occur in the

future, the market price and liquidity of the Securities could be adversely affected.

Economic developments and volatility in securities markets in other countries may cause the price of the Securities to decline.

The Indian economy and its securities markets are influenced by economic

developments and volatility in securities markets in other countries. Investors‘ reactions

to developments in one country may have adverse effects on the market price of

securities of companies located in other countries, including India. Any worldwide

financial instability could also have a negative impact on the Indian economy, including

the movement of exchange rates and interest rates in India. Negative economic

developments, such as rising fiscal or trade deficits, or a default on sovereign debt, in

other emerging market countries may affect investor confidence and cause increased

volatility in Indian securities markets and indirectly affect the Indian economy in general

and may cause the price of the securities to decline.

Any future issuance of the Securities may dilute your future shareholding and sales of

the Securities by the Promoter or other major shareholders of our Company may

adversely affect the trading price of the Securities. 15


Any future equity issuances by our Company may lead to dilution of your future

shareholding in our Company. Any future equity issuances by our Company or sales of

the Securities by the Promoter or other major shareholders of our Company may

adversely affect the trading price of the Securities. In addition, any perception by

investors that such issuances or sales might occur could also affect the trading price of

the Securities. Except as otherwise stated in this document, there is no restriction on

our Company‘s ability to issue the Securities or the relevant shareholders ‘ability to

dispose of their Securities, and there can be no assurance that our Company will not

issue Securities or that any such shareholder (including Promoter and Promoter Group)

will not dispose of, encumber, or pledge its Securities.

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GENERAL INFORMATION

Incorporation [

Our Company i.e. M/s. Aarti Surfactants Limited was incorporated on 18th June, 2018 vide

Certificate of Incorporation issued by Registrar of Companies, Ahmedabad.

Registered Office of our Company

Plot Nos. 801, 801/23, GIDC Estate, Phase III ,Vapi, Valsad, Gujarat 396195 .

Corporate Office of our Company

Unit No. 202 , Udyog Kshetra, 2nd Floor, Mulund Goregaon Link Road, LBS Marg, Mulund (W),

Mumbai 400 080

Corporate Identity Number

U24100GJ2018PLC102891

Registration Number

102891

BOARD OF DIRECTORS

The Composition of Board of Directors is as follows:

Sr.

No. Name of Director Designation DIN Address

1. Mr. Chandrakant V. Gogri

Non –

Executive Director 00005048 1801, Richmond

Tower, Cliff

Avenue,

Hiranandani

Garden, Near

Hiranandani

School, Powai

Mumbai 400076 2. Mr. Dattatray Sidram

Galpalli Non –

Executive Director 01853463 B‐301, Rajhans

complex,

Chharwada Road,

Opp Macromol,

SECTION III - INTRODUCTION

17


Vapi‐Pardi

Valsad 396191 3. Mr. Mulesh Manilal

Savla Independent

Director and

Chairman

07474847 604, Kavita, R. B.

Mehta Marg,

Ghatkopar East

Mumbai –

400077 4. Ms. Misha Gala Independent

Director 08523865 335, Bldg No. 9,

Shailendra

Nagar, S. V

Road, Dahisar

East, Mumbai

400068 5. Mr. Santosh Kakade Whole – Time

Director 08505234 Plot NO. 75,

Aditi Vihar

Colony,

Mhowgaon,

Bhatkhedi,

Mhow 453441,

MP 6. Mr. Nikhil Parimal

Desai Managing Director 01660649 A‐1403, Runwal

Heights, L.b.s.

Road, opp.

Nirmal lifestyle,

Mulund west,

Mumbai 400080

Company Secretary and Compliance Officer

Mr. Prashant Balasaheb Gaikwad

Membership No. A46480

email: investors@aarti‐surfactants.com

Statutory Auditors

M/s Gokhale & Sathe, Chartered Accountants,

308, 309 Udyog Mandir No 1, 7C Bhagoji Keer,

Road, Bethany Co‐Operative Housing Society,

New Dinkar Co Operative Housing Society,

Mahim, Mumbai, Maharashtra 400016

Firm Registration Number: 103264W

Tel: +91-022-43484242 Email: [email protected]

18

AARTI SURFACTANTS LIMITED INFORMATION MEMORANDUM [

[[

Bankers to our Company

SVC Co‐operative Bank Limited

SVC Tower, Nehru Road,

Vakola, Santacruz East, Mumbai,

Maharashtra

Telephone : +91 – 022‐ 6699 9701

Email : [email protected]

Registrar & Share Transfer Agent:

M/s. Link Intime India Private Limited C 101, 247 Park,

L. B. S. Marg,

Vikhroli (West), Mumbai,

Maharashtra – 400 083.

Tel No: +91 22 49186000 Fax: +91 22 49186060

Authority for Listing

The National Company Law Tribunal, Ahmedabad Branch sanctioned the Composite Scheme of

Arrangement between Aarti Industries Limited and Arti Surfactants Limited and Nascent

Chemical Industries Limited and Their Respective Shareholders through its order dated June

10, 2019. In accordance with the clause 12.6 of the approved Scheme, all the new securities

(Equity Shares) issued by Aarti Surfactants Limited pursuant to the Scheme shall be listed and

admitted for trading on the BSE Limited and NSE.

Eligibility Criterion

No equity shares are proposed to be issued or offered pursuant to any Initial Public Offering or

Rights Issue and thus the eligibility criteria in terms of Chapters III and IV of the SEBI (Issue of

Capital and Disclosure Requirements) Regulations, 2015 are not applicable.

Our Company has submitted this Information Memorandum, containing information about

itself, for making this Information Memorandum available to public through the website of

Stock Exchanges, i.e., www.bseindia.com and www.nseindia.com. Our Company has made this

Information Memorandum available on its website: https://www.aarti-surfactants.com/

Our Company has published an advertisement in one English and one Hindi newspaper with

nationwide circulation containing its details in line with the requirements of the SEBI circulars

and one regional newspaper with wide circulation at the place where the registered office of

the Company is situated. The advertisement is available on the webisite of the company and

the link for the same is https://www.aarti-surfactants.com/concalls-and-press-release.htm .

The advertisement has drawn specific reference to the availability of this

Information Memorandum on its Website.

Prohibition by SEBI

Our Company, its directors, its promoters, other companies promoted by the promoters and

companies with which our Company’s directors are associated as directors have not been

19


prohibited from accessing the capital markets under any order or direction passed by SEBI.

General Disclaimer of our Company

Our Company accepts no responsibility for statements made otherwise than in the

Information Memorandum or in the advertisement referred to above to be published in terms

of SEBI Circular or any other material issued by or at the instance of us and anyone placing

reliance on any other source of information would be doing so at his or her own risk. All

information shall be made available by our Company to the public and shareholders at large

and no selective or additional information would be available for a section of the investors in

any manner.

Designated stock exchange

The designated stock exchange is BSE Limited.

Previous rights and public issues

Other than by way of allotment of initial equity shares to Aarti Industries Limited and in

pursuance of Scheme of Arrangement as mentioned in capital structure, our Company has

never made any public issue, rights issue of equity shares since incorporation.

Experts

Except for the report of our Auditors on the financial statements and the statement of possible

tax benefits included in this Information Memorandum our Company has not obtained any

expert opinion.

20


CAPITAL STRUCTURE

Pre and Post issue and allotment of equity shares pursuant to the Composite Scheme, the

share capital of our Company as at the date of this Information Memorandum is set forth

below:

Pre Composite Scheme

Particulars Amount (in Rs.)

Authorized share capital 50,000 Equity shares of Rs. 10 each 5,00,000 Issued, Subscribed and Paid up Share Capital 50,000 Equity shares of Rs. 10 each 5,00,000

Total 5,00,000

Post Composite Scheme

Particulars Amount (in Rs.) Authorized share capital 81,30,000 Equity Shares of Rs. 10 each 8,13,00,000 81,30,000 Redeemable Preference Shares of

Rs. 10 each

8,13,00,000

Total 16,26,00,000

Issued, Subscribed and Paid up Share

Capital 75,84,477 Equity Shares of Rs. 10 each 7,58,44,770

10,82,387 Redeemable Preference Shares of Rs. 10 each

1,08,23,870

Total 8,66,68,640

Notes:

a) Pursuant to Ordinary Resolution passed by Shareholders at the Annual General Meeting of theCompany held on October 21, 2019, there was increase in the Authorised Share Capital of theCompany to Rs. 40,00,00,000/‐ (Rupees Forty Crore only) consisting of 3,18,70,000 (Three CroreEighteen Lakh Seventy Thousand) equity shares of Rs. 10/‐ (Rupees Ten only) each and 81,30,000(Eighty One Lakh Thirty Thousand) Redeemable Preference Shares of Rs. 10/‐ (Rupees Ten Only)each.

b) Pursuant to the Scheme the pre ‐ scheme paid ‐ up share capital stands reduced, cancelled andextinguished and the Company has allotted 75,84,477 Equity shares of Rs.10/‐ each and 10,82,387Redeemable Preference Shares of R s .10/‐ each to the Equity shareholder of the Aarti IndustriesLimited.

21


Upon issue and allotment of shares pursuant to the Scheme, the share capital of our

Company as at the date of filing of this Information Memorandum is as follows:

Particulars Amount (in Rs.)

(A) Authorised Share Capital

31,870,000 equity shares of Rs. 10 each 31,87,00,000 81,30,000 Redeemable Preference Shares of Rs. 10 each

8,13,00,000

B) Issued, Subscribed and Paid up Share

Capital before Scheme

50,000 Equity Shares of Rs. 10 each 5,00,000 (This Capital is cancelled pursuant to

clause 11.8 of the Scheme) C) Issued in terms of the Scheme

75,84,477 Equity Shares of Rs. 10 each 7,58,44,770 10,82,387 Redeemable Preference

Shares of Rs. 10 each 1,08,23,870

D) Paid up Capital after the Scheme

75,84,477 Equity Shares of Rs. 10 each 7,58,44,770 10,82,387 Redeemable Preference Shares of Rs. 10 each

1,08,23,870

E) Securities Premium Account

Before the Scheme

After the Scheme Nil

Nil

[

7) Equity Shareholding pattern of our Company before the Scheme (Pre‐Scheme)

Attached as Annexure ‘A’.

8) Equity Shareholding Pattern of our Company after Implementation of the Scheme

(Post‐Scheme) as on the date of this Information Memorandum:

Equity shareholding Pattern of the Company as on June 26, 2020 is enclosed herewith asAnnexure ‘B’

9) Top 10 Equity Shareholders of Our Company:

a) Pre‐Scheme

Sr.

No Shareholder Name No of Equity Share Held

1 Aarti Industries Limited 49,994 2 Chandrakant Vallabhaji Gogri

(Nominee Of Aarti Industries Limited) 1

3 Nikhil Parimal Desai


22

4 Dattatray Sidram Galpalli


5 Rashesh Chandrakant Gogri (Nominee Of Aarti Industries Limited)

1

6 Parimal Hasmukhlal Desai


7 Hetal Gogri Gala


b) As on date of this Memorandum (Post Scheme) :

Sr.

No. Name of the Shareholder No. of Equity

Shares % of Equity

Capital

1 HDFC Trustee Company Ltd 7,13,681 9.41

2 Jaya Chandrakant Gogri 3,99,449 5.27 3 Rashesh Chandrakant Gogri 3,83,438 5.06

4 Mirik Rajendra Gogri 3,50,182 4.62 5 Renil Rajendra Gogri 3,42,973 4.52

6 Hetal Gogri Gala 2,61,553 3.45

7 Labdhi Business Trust 2,50,000 3.30 8 Anushakti Enterprise Private Limited 2,49,250 3.29 9 Tulip Family Trust 1,59,000 2.10 10 Rajendra Vallabhaji Gogri 1,55,489 2.05

As on the date of this Information Memorandum, there are no outstanding warrants,

options or rights to convert debentures, loans or other instruments into equity shares

of our Company

There shall be only one denomination for the Equity Shares of our Company, subject to

applicable regulations and our Company shall comply with such disclosure and

accounting norms specified by SEBI, from time to time.

At least 25% of the post‐Scheme paid up share capital of our Company comprises of

Equity Shares allotted to the public shareholders of our Company.

Our Company has not issued any Equity Shares out of revaluation reserves. Our company has 29074 Equity Shareholders and 133 Preference Shareholders as on date of

this Information Memorandum.[

Details of Lock‐in

Sr. No. Name of

Shareholder Number of Shares

under lock in Lock in up to

Not Applicable

23


10) Shareholding pattern of the Preference Share Capital of Company before the Scheme

(Pre‐Scheme)

Not Applicable

11) Shareholding Pattern of the Preference Share Capital of Company after Implementationof the Scheme (Post‐Scheme) as on the date of this Information Memorandum.

Preference shareholding Pattern of the Company as on June 26, 2020 is enclosed herewith asAnnexure ‘C’

12) Top 10 Preference Shareholders of Our Company:

a) Pre Scheme

Not Applicable

b) As on date of this Memorandum (Post Scheme)

Sr. No.

Name of Redeemable Preference Shareholder

No. of Redeemable Preference Shares held

% of Redeemable Preference Shares held

1 Sarla Shantilal Shah 1,92,588 17.79

2 Shantilal Tejshi Shah 1,70,898 15.79

3 Nehal Garewal 1,16,613 10.77

4 Heena Family Private Trust 83,385 7.70

5 Nikhil Parimal Desai 78,101 7.22

6 Bhanumati Mohanlal Savla 60,789 5.61

7 Bhavna Shah Lalka 51,394 4.75

8 Ratanben Premji Gogri 37,799 3.49

9 Shantilal Tejshi Shah HUF 36,914 3.41

10 Heena Bhatia 31,533 2.91

c) Details of Lock In of Preference Shares

Sr. No. Name of

Shareholder Number of Shares

under lock in Lock in up to

Not Applicable

24


d) Terms and conditions of the Redeemable Preference Shares (RPS)

Dividend Rate on RPS Zero Percent / Nil Issuance RPS issued at the fair value of the Home

and Personal Care Undertaking Face Value Rs. 10/‐ Listing Will be listed on BSE and the NSE. Tenure of RPS Up to 7 Years i.e. 84 (Eighty‐Four) Months

Redemption Terms of RPS RPS can be redeemed at any time after the

expiry of minimum period as required

under SEBI circular from the date of

allotment during the tenure at the option

of Resultant Company A at a price that

would give 4% annualized return on face

value of Rs. 10/‐ and premium of Rs.

157.70.

Notes to the Capital Structure:

1) Equity Share and Preference Share Capital History of our Company –

At the time of incorporation of the Company, Company allotted 50,000 Equity shares of

Rs. 10 to Aarti Industries Limited. Upon new issue of securities to the shareholders of Aarti

Industries Limited on August 20, 2010 pursuant to the composite scheme of arrangement

between Aarti Industries Limited and Company, the entire pre ‐ share capital held by Aarti

Industries Limited in the Company shall stand reduced, cancelled and extinguished.

Preference Share Capital of the Company prior to scheme was Nil. Pursuant to the Scheme

the Company has allotted 75,84,477 Equity shares of Rs. 10/‐ each and 10,

82,387 Redeemable Preference Shares of Rs. 10/‐ each to the Equity shareholder of the

Aarti Industries Limited.

2) Details of Equity / Preference shares allotted to/ acquired by the Promoters of the

Company, their relatives and associates, and their Directors, from the date of

approval of the Scheme by NCLT till the date of submission of this Information

Memorandum.

Name of the Promoter/ Promoter Group

Date of

Allotment /

Acquisition

Nature and Issue

Reason for

allotment /

Transfer

No of Equity Shares

No of Redeemable Preference Shares

Jaya Chandrakant Gogri 20‐08‐2019 Scheme of Arrangement

3,99,449 0

Rashesh Chandrakant

Gogri 20‐08‐2019 Scheme of

Arrangement 3,83,438 0

Mirik Rajendra Gogri 20‐08‐2019 Scheme of Arrangement

3,50,182 0

Renil Rajendra Gogri 20‐08‐2019 Scheme of


25

Hetal Gogri Gala 20‐08‐2019 Scheme of Arrangement

2,61,553 0

Rajendra Vallabhaji



Chandrakant Vallabhaji


Arrangement 85,302 0

Manisha Rashesh Gogri 20‐08‐2019 Scheme of Arrangement

55,000 0

Aarnav Rashesh Gogri 20‐08‐2019 Scheme of


Aashay Rashesh Gogri 20‐08‐2019 Scheme of Arrangement

54,999 0

Arti Rajendra Gogri 20‐08‐2019 Scheme of


Rajendra Vallabhaji

Gogri (HUF) 20‐08‐2019 Scheme of


Indira Madan Dedhia 20‐08‐2019 Scheme of Arrangement

17,380 0

Late Dhanvanti

Vallabhji Gogri 20‐08‐2019 Scheme of

Arrangement 8,984 0

Pooja Renil Gogri 20‐08‐2019 Scheme of Arrangement

38 0

Labdhi Business Trust 20‐08‐2019 Scheme of


Tulip Family Trust 20‐08‐2019 Scheme of


Orchid Family Trust 20‐08‐2019 Scheme of Arrangement

1,52,000 0

Anushakti Enterprise

Private Limited 20‐08‐2019 Scheme of


Safechem Enterprises Private Limited

20‐08‐2019 Scheme of Arrangement

1,46,300 0

Alchemie Financial

Services Limited 20‐08‐2019 Scheme of


Alchemie Finserv Private.

Limited. 20‐08‐2019 Scheme of


Gogri Finserv Private.

Limited. 20‐08‐2019 Scheme of


Dilesh Roadlines Private Limited


831 0

Bhanu Pradip Savla 20‐08‐2019 Scheme of


Sarla Shantilal Shah 20‐08‐2019 Scheme of

Arrangement

0 192588

Late Shantilal Tejshi Shah

20‐08‐2019 Scheme of

Arrangement

0 170898

Nehal Garewal 20‐08‐2019 Scheme of

Arrangement

0 116613

26

Nikhil Parimal Desai 20‐08‐2019 Scheme of

Arrangement

0 78101

Bhavna Shah Lalka 20‐08‐2019 Scheme of

Arrangement

0 51394

Ratanben Premji Gogri 20‐08‐2019 Scheme of

Arrangement

0 37799

Shantilal Tejshi Shah (H.U.F)


Arrangement

0 36914

Heena Bhatia 20‐08‐2019 Scheme of

Arrangement

0 31533

Parimal Hasmukhlal Desai


Arrangement

0 30930

Desai Tarla Parimal 20‐08‐2019 Scheme of

Arrangement

0 11276

Gunvanti Navin Shah 20‐08‐2019 Scheme of

Arrangement

0 8664

Prasadi Yogesh Banatwala


Arrangement

0 594

Dilip Tejshi Dedhia 20‐08‐2019 Scheme of

Arrangement

0 355

Heena Family Private Trust


Arrangement

0 83385

Nikhil Holdings Private Limited


Arrangement

0 27827

Valiant Organics Limited 20‐08‐2019 Scheme of

Arrangement

0 20240

Notes:

Shri Mulesh Savla, Independent Director of the Company has been alloted 9571 Equity Shares and 30 Preference Shares. Shares are being held in in the capacity of trustee pursuant to Composite scheme of Arrangement . Details of shares allotted to other Directors Shri Nikhil Parimal Desai & Shri Chandrakant V. Gogri are mentioned in the above table.

Details of the Equity Shareholding of Promoters and Promoter Group.

Sr.

No. Name of Promoter

Date of Allotment

/Acquisition

Nature

and Issue

Reason for

allotment

/ Transfer

No of

Equity

Shares

Face Value

Issue /

Acquisition

price

1 Jaya

Chandrakant

Gogri


3,99,449 10 10

27


2 Rashesh

Chandrakant

Gogri


Arrangement 3,83,438 10 10

3 Mirik

Rajendra

Gogri



4 Renil

Rajendra

Gogri


3,42,973 10 10

5 Hetal Gogri Gala


2,61,553 10 10

6 Rajendra

Vallabhaji

Gogri



7 Chandrakant

Vallabhaji

Gogri


85,302 10 10

8 Manisha

Rashesh

Gogri


55,000 10 10

9 Aarnav

Rashesh

Gogri


54,999 10 10

10 Aashay

Rashesh

Gogri


Arrangement 54,999 10 10

11 Arti Rajendra



12 Rajendra

Vallabhaji

Gogri (Huf)


30,827 10 10

13 Indira Madan Dedhia


17,380 10 10

14 Late Dhanvanti

Vallabhji

Gogri



15 Pooja Renil Gogri


38 10 10

16 Labdhi

Business

Trust



17 Tulip Family

Trust 20‐08‐2019 Scheme of


28


18 Orchid Family

Trust 20‐08‐2019 Scheme of


19 Anushakti

Enterprise

Private

Limited



20 Safechem

Enterprises

Private

Limited


1,46,300 10 10

21 Alchemie

Financial

Services

Limited



22 Alchemie

Finserv Pvt.

Ltd.


26,410 10 10

23 Gogri Finserv Pvt. Ltd.


26,410 10 10

24 Dilesh

Roadlines Pvt

Ltd


Arrangement 831 10 10

25 Bhanu Pradip Savla


13,072 10 10

Consider ‐ ation

Percentage of Pre Scheme Capital

Percentage of Post Scheme Capital

Lock‐

in‐

period

No. of Pledged Equity Shares

Percentage of Pledged Equity Shares

1 ‐ Nil 5.27 NA Nil N.A






29





















30


Details of the Preference Shareholding of Promoters and Promoter Group.

Sr.

No. Name of Promoter

Date of Allotment /Acquisition

Nature

and Issue

Reason

for

allotment

/ Transfer

No of

Preference

Shares

Face Value

Issue /

Acquisition

on price

1 Sarla Shantilal

Shah 20‐08‐2019 Scheme of

Arrangement 192588 10 10

2 Late Shantilal

Tejshi Shah


170898 10 10

3 Nehal

Garewal


116613 10 10

4 Nikhil Parimal

Desai


78101 10 10

5 Bhavna Shah

Lalka


51394 10 10

6 Ratanben

Premji Gogri


37799 10 10

7 Shantilal

Tejshi Shah

(H.U.F)


36914 10 10

8 Heena Bhatia 20‐08‐2019 Scheme of Arrangement

31533 10 10

9 Parimal

Hasmukhlal

Desai


30930 10 10

10 Desai Tarla

Parimal


11276 10 10

11 Gunvanti

Navin Shah


8664 10 10

31

12 Prasadi

Yogesh

Banatwala


594 10 10

13 Dilip Tejshi

Dedhia


355 10 10

14 Heena Family

Private Trust


83385 10 10

15 Nikhil Holdings

Private

Limited


27827 10 10

16 Valiant

Organics

Limited


20240 10 10

Consideration Percenta ‐ ge of Pre Scheme Capital

Percentage of Post Scheme Capital

Lock‐ in‐ period

No. of Pledged Preference Shares

Percentage of Pledged Preference Shares

1 ‐ Nil 17.79 Nil Nil N.A
















32


4) Details of the aggregate number of Equity Shares / Preference Shares purchased or sold by

the Promoters and/or by the Directors of our Company which is a Promoter of our Company

and/or by the Directors of our Company and their immediate relatives within six months

immediately preceding the date of filing Information Memorandum.

No Equity Shares / Preference Shares of Aarti Surfactants Limited Equity Shares / Preference Shares

purchased or sold by the Promoters and/or by the Directors of our Company which is a Promoter of

our Company and/or by the Directors of our Company and their immediate relatives within six

months immediately preceding the date of filing Information Memorandum.

5) Details of the maximum and minimum price at which purchases and sales referred to abovewere made, along with the relevant dates.

No Equity Shares / Preference Shares of Aarti Surfactants Limited were purchased or sold by

promoters or promoter group except those allotted pursuant of Scheme of Arrangement.

6) Details of all financing arrangements whereby the Promoter Group, the Directors of our

Company which is a Promoter of our Company, the Directors of our Company and their

relatives have financed the purchase by any other person of securities of our Company other

than in the normal course of the business of the financing entity during the period of six

months immediately preceding the date of filing the Information Memorandum.

No Equity Shares / Preference Shares of Aarti Surfactants Limited were purchased or sold by

promoters or promoter group except those allotted pursuant of Scheme of Arrangement.

7) Details of transfers among the Promoters during the period from date of approval of Schemetill the date of Information Memorandum.

No Equity / Preference Shares were transferred among the promoters during the period from date of

approval of Scheme till the date of Information Memorandum.

8) A) Details of Shareholders holding more than one percent of the share capital of ourCompany (Pre‐Scheme)

Name of Shareholder No. of Equity Shares % of Equity Share capital

Aarti Industries Limited 50,000 100% Total 50000 100% Note: Pre – Scheme Preference Share Capital of Company was Nil

B) Details of Equity Shareholders holding more than one percent of the Equity share capital

of our Company (Post‐Scheme)

33


Sr.

No. Shareholders Name No. of Equity

Shares Shares as a % of

Total Number

of Equity Shares

1 HDFC Trustee Co Ltd 713681 9.40

2 Jaya Chandrakant Gogri 399449 5.26

3 Rashesh Chandrakant Gogri 383438 5.06

4 Mirik Rajendra Gogri 350182 4.62

5 Renil Rajendra Gogri 342973 4.52

6 Hetal Gogri Gala 261553 3.45

7 Labdhi Business Trust 250000 3.30

8 Anushakti Enterprise Private Limited 249250 3.29

9 Tulip Family Trust 159000 2.10

10 Rajendra Vallabhaji Gogri 155489 2.05

11 Orchid Family Trust 152000 2.00

12 Safechem Enterprises Private Limited 146300 1.93

13 DSP Mutual Fund 137939 1.82

14 L &T Mutual Fund Trustee Ltd 134320 1.77

15 Chandrakant Vallabhaji Gogri 85302 1.12 16 Tarla Kishorekumar Shah 83575 1.10

17 Sundaram Mutual Fund 78670 1.03

Details of Preference Shareholders holding more than one percent of the

Preference share capital of our Company (Post‐Scheme)

S. No. Shareholders Name No. of

Preference Shares Shares as a % of

Total Number

of Preference Shares

1 Sarla Shantilal Shah 1,92,588 17.79

2 Late Shantilal Tejshi Shah 1,70,898 15.79 3 Nehal Garewal 1,16,613 10.77 4 Heena Family Private Trust 83,385 7.70 5 Nikhil Parimal Desai 78,101 7.22 6 Bhanumati Mohanlal Savla 60,789 5.61 7 Bhavna Shah Lalka 51,394 4.75 8 Ratanben Premji Gogri 37,799 3.49

9 Shantilal Tejshi Shah HUF 36,914 3.41

10 Heena Bhatia 31,533 2.91 11 Parimal Hasmukhlal Desai 30930 2.86

12 Manoj Murjibhai Chheda 29400 2.72

13 Nikhil Holdings Private Limited 27827 2.57

14 Sumeet Mohanlal Savla 21659 2.00

15 Valiant Organics Limited 20240 1.87

16 Desai Tarla Parimal 11276 1.04

34


9) As on the date of filing this Information Memorandum, there are no outstanding financial

instruments or any other right, which would entitle the Promoters or shareholders or any

other person any option to receive Equity Shares.

10) In accordance with the provisions of the SEBI Circular, Equity Shares / Preference Shares of the promoters in the Company, are locked in up to. – Not Applicable

11) As on the date of this Information Memorandum, there are no outstanding warrants, options or rights to convert debentures, loans or other instruments into Equity Shares.

12) We have not issued any Equity Shares/ Preference Shares out of revaluation reserve or

reserves without accrual of cash resources.

13) At any given time, there shall be only one denomination of the Equity Shares of our Company

and our Company shall comply with such disclosure and accounting norms specified by SEBI

from time to time. The Equity Shareholders of our Company do not hold any warrant, option

or convertible loan or debenture, which would entitle them to acquire further Equity Shares in

the Company.

14) Our company has 29,074 nos. of Equity Shareholders and 133 nos. of Preference Shareholders

as on date of this Information Memorandum.

15) The Equity Shares / Preference Shares held by the Promoters are not subject to any pledge.

16) Information on shareholding of the Directors and key managerial personnel is given in ―Our Management / Corporate Governance Section.

17) As on date there are no partly paid‐up Equity Shares / Preference Shares.

35

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40

1.

c.

Shareholding pattern is filed pursuant to the checklist of trading approval documents. Shareholding pattern is

of dated 26.06.2020

Particulars Yes* No*

1 Whether the Listed Entity has issued any partly paid up shares? No

2 Whether the Listed Entity has issued any Convertible Securities or Warrants? No

3 Whether the Listed Entity has any shares against which depository receipts are issued? No

4 Whether the Listed Entity has any shares in locked‐in? No

5 Whether any shares held by promoters are pledge or otherwise encumbered? No

* If the Listed Entity selects the option ‘No’ for the questions above, the columns for the partly paid up shares, Outstanding Convertible

Securities/Warrants, depository receipts, locked‐in shares, No of shares pledged or otherwise encumbered by promoters, as applicable,

shall not be displayed at the time of dissemination on the Stock Exchange website. Also wherever there is ‘No’ declared by Listed Entity in

above table the values will be considered as ‘Zero’ by default on submission of the format of holding of specified securities.

a. If under 31(1)(b) then indicate the report for Quarter ending : N.A. Shareholding pattern is of dated 26.06.2020

b. If under 31(1)(c) then indicate date of allotment/extinguishment : NA

4. Declaration: The Listed entity is required to submit the following declaration to the extent of submission of information:‐

Shareholding Pattern under Regulation 31 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Name of Listed Entity: Aarti Surfactants Limited

2. Scrip Code/Name of Scrip/Class of Security: Equity Shares

3. Share Holding Pattern Filed under: Reg. 31(1)(a)/Reg. 31(1)(b)/Reg.31(1)(c)

Post Shareholding Pattern - Annexure B

41

(A) Promoter & Promoter Group 25 3344611 0 0 3344611 44.0981 3344611 0 3344611 44.0981 0 44.0981 0 0.0000 0 0.0000 3031162

(B) Public 29049 4239866 0 0 4239866 55.9019 4239866 0 4239866 55.9019 0 55.9019 0 0.0000 NA NA 4155549

(C) Non Promoter ‐ Non Public 0 0 0 0.0000 NA NA

(C1) Shares Underlying DRs 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0

(C2) Shares Held By Employee Trust 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0

Total 29074 7584477 0 0 7584477 100.0000 7584477 0 7584477 100.0000 0 100.0000 0 0.0000 0 0.0000 7186711

(XIII) (XIV)

Number of Shares

pledged or otherwise

encumbered

No. (a)

As a % of

total

Shares

held(b)

Number

of equity

shares

held in

demateria

lised form

(I) (II) (III) (IV) (V) (VI)

(VII) =

(IV)+(V)+

(VI)

(VIII) As a

% of

(A+B+C2)

(IX) (X)

(XI)=

(VII)+(X)

As a % of

(XII)

Total as a

% of

(A+B+C)

No. of

Shares

Underlyin

g

Outstandi

ng

convertibl

e

securities

(including

Sharehold

ing , as a

%

assuming

full

conversio

n of

convertibl

e

securities

Number of Locked in

shares

No. (a)

As a % of

total

Shares

held(b)

Aarti Surfactants LimitedTable I ‐ Summary Statement holding of specified securities

Category Category of shareholder

Nos. of

sharehold

ers

No. of

fully paid

up equity

shares

held

No. of

Partly

paid‐up

equity

shares

held

No. of

shares

underlyin

g

Depositor

y Receipts

Total nos.

shares

held

Sharehold

ing as a %

of total

no. of

shares

(calculate

d as per

SCRR,

1957)

Number of Voting Rights held in each class

of securities

No of Voting Rights

Class eg: X Class eg: y Total

42

1 Indian

(a) Individuals / Hindu Undivided Family 15 2254038 0 0 2254038 29.7191 2254038 0 2254038 29.7191 0 29.7191 0 0.0000 0 0.0000 2251589

Jaya Chandrakant Gogri - 1 399449 0 0 399449 5.2667 399449 0 399449 5.2667 0 5.2667 0 0.0000 0 0.0000 399449

Rashesh Chandrakant Gogri - 1 383438 0 0 383438 5.0556 383438 0 383438 5.0556 0 5.0556 0 0.0000 0 0.0000 383438

Mirik Rajendra Gogri - 1 350182 0 0 350182 4.6171 350182 0 350182 4.6171 0 4.6171 0 0.0000 0 0.0000 350182

Renil Rajendra Gogri - 1 342973 0 0 342973 4.5220 342973 0 342973 4.5220 0 4.5220 0 0.0000 0 0.0000 342973

Hetal Gogri Gala - 1 261553 0 0 261553 3.4485 261553 0 261553 3.4485 0 3.4485 0 0.0000 0 0.0000 259104

Rajendra Vallabhaji Gogri - 1 155489 0 0 155489 2.0501 155489 0 155489 2.0501 0 2.0501 0 0.0000 0 0.0000 155489

Chandrakant Vallabhaji Gogri - 1 85302 0 0 85302 1.1247 85302 0 85302 1.1247 0 1.1247 0 0.0000 0 0.0000 85302

Manisha Rashesh Gogri - 1 55000 0 0 55000 0.7252 55000 0 55000 0.7252 0 0.7252 0 0.0000 0 0.0000 55000

Aarnav Rashesh Gogri - 1 54999 0 0 54999 0.7252 54999 0 54999 0.7252 0 0.7252 0 0.0000 0 0.0000 54999

Aashay Rashesh Gogri - 1 54999 0 0 54999 0.7252 54999 0 54999 0.7252 0 0.7252 0 0.0000 0 0.0000 54999

Arti Rajendra Gogri - 1 53425 0 0 53425 0.7044 53425 0 53425 0.7044 0 0.7044 0 0.0000 0 0.0000 53425

Rajendra Vallabhaji Gogri (Huf) - 1 30827 0 0 30827 0.4064 30827 0 30827 0.4064 0 0.4064 0 0.0000 0 0.0000 30827

Indira Madan Dedhia - 1 17380 0 0 17380 0.2292 17380 0 17380 0.2292 0 0.2292 0 0.0000 0 0.0000 17380

Late Dhanvanti Vallabhji Gogri - 1 8984 0 0 8984 0.1185 8984 0 8984 0.1185 0 0.1185 0 0.0000 0 0.0000 8984

Pooja Renil Gogri - 1 38 0 0 38 0.0005 38 0 38 0.0005 0 0.0005 0 0.0000 0 0.0000 38

(b) Central Government / State Government(s) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

(c) Financial Institutions / Banks 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

(d) Any Other (Specify) 9 1077501 0 0 1077501 14.2067 1077501 0 1077501 14.2067 0 14.2067 0 0.0000 0 0.0000 766501

Promoter Trust 3 561000 0 0 561000 7.3967 561000 0 561000 7.3967 0 7.3967 0 0.0000 0 0.0000 250000

Labdhi Business Trust - 1 250000 0 0 250000 3.2962 250000 0 250000 3.2962 0 3.2962 0 0.0000 0 0.0000 250000

Tulip Family Trust - 1 159000 0 0 159000 2.0964 159000 0 159000 2.0964 0 2.0964 0 0.0000 0 0.0000 0

Orchid Family Trust - 1 152000 0 0 152000 2.0041 152000 0 152000 2.0041 0 2.0041 0 0.0000 0 0.0000 0

Bodies Corporate 6 516501 0 0 516501 6.8100 516501 0 516501 6.8100 0 6.8100 0 0.0000 0 0.0000 516501

Anushakti Enterprise Private Limited - 1 249250 0 0 249250 3.2863 249250 0 249250 3.2863 0 3.2863 0 0.0000 0 0.0000 249250

Safechem Enterprises Private Limited - 1 146300 0 0 146300 1.9289 146300 0 146300 1.9289 0 1.9289 0 0.0000 0 0.0000 146300

Alchemie Financial Services Limited - 1 67300 0 0 67300 0.8873 67300 0 67300 0.8873 0 0.8873 0 0.0000 0 0.0000 67300

Alchemie Finserv Pvt. Ltd. - 1 26410 0 0 26410 0.3482 26410 0 26410 0.3482 0 0.3482 0 0.0000 0 0.0000 26410

Gogri Finserv Pvt. Ltd. - 1 26410 0 0 26410 0.3482 26410 0 26410 0.3482 0 0.3482 0 0.0000 0 0.0000 26410

Dilesh Roadlines Pvt Ltd - 1 831 0 0 831 0.0110 831 0 831 0.0110 0 0.0110 0 0.0000 0 0.0000 831

Sub Total (A)(1) 24 3331539 0 0 3331539 43.9258 3331539 0 3331539 43.9258 0 43.9258 0 0.0000 0 0.0000 3018090

(XII) (XIII) (XIV)

Number of Shares


encumbered

No. (a)

As a % of

total

Shares

held(b)

Number

of equity

shares

held in

demateria

lised form

(I) (II) (III) (IV) (V) (VI)

(VII) =

(IV)+(V)+

(VI)

(VIII) As a

% of

(A+B+C2)

(IX) (X)

(XI)=

(VII)+(X)

As a % of

(A+B+C2)

Total

Total as a

% of

(A+B+C)

No. of

Shares

Underlyin

g

Outstandi

ng

convertibl

e

securities

(including

Sharehold

ing , as a

%

assuming

full

conversio

n of

convertibl

e

securities

Number of Locked in

shares

No. (a)

As a % of

total

Shares

held(b)

Aarti Surfactants Limited

Table II ‐ Statement showing shareholding pattern of the Promoter and Promoter Group

Category & Name of the shareholders PAN

Nos. of

sharehold

ers

No. of

fully paid

up equity

shares

held

Partly

paid‐up

equity

shares

held

No. of

shares

underlyin

g

Depositor

y Receipts

Total nos.

shares

held

Sharehold

ing %

calculated

as per

SCRR,

1957 As a

% of

(A+B+C2)


of securities

No of Voting Rights

Class eg: X Class eg: y

43

2 Foreign

(a) Individuals (Non‐Resident Individuals / Foreign Individuals) 1 13072 0 0 13072 0.1724 13072 0 13072 0.1724 0 0.1724 0 0.0000 0 0.0000 13072

Bhanu Pradip Savla - 1 13072 0 0 13072 0.1724 13072 0 13072 0.1724 0 0.1724 0 0.0000 0 0.0000 13072

(b) Government 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

(c) Institutions 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

(d) Foreign Portfolio Investor 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

(e) Any Other (Specify) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

Sub Total (A)(2) 1 13072 0 0 13072 0.1724 13072 0 13072 0.1724 0 0.1724 0 0.0000 0 0.0000 13072

Total Shareholding Of Promoter And Promoter Group (A)=

(A)(1)+(A)(2)25 3344611 0 0 3344611 44.0981 3344611 0 3344611 44.0981 0 44.0981 0 0.0000 0 0.0000 3031162

(1) PAN would not be displayed on website of Stock Exchange(s) (2) The term 'Encumbrance' has the same meaning as assigned under regulation 28(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Details of Shares which remain unclaimed may be given hear along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are

frozen etc.

Note :

44

1 Institutions

(a) Mutual Fund 20 1288834 0 0 1288834 16.9931 1288834 0 1288834 16.9931 0 16.9931 0 0.0000 NA NA 1288834

Hdfc Trustee Company Ltd - 1 713681 0 0 713681 9.4098 713681 0 713681 9.4098 0 9.4098 0 0.0000 NA NA 713681

Dsp Small Cap Fund - 1 137939 0 0 137939 1.8187 137939 0 137939 1.8187 0 1.8187 0 0.0000 NA NA 137939

L And T Mutual Fund Trustee Ltd - 1 134320 0 0 134320 1.7710 134320 0 134320 1.7710 0 1.7710 0 0.0000 NA NA 134320

Sundaram Mutual Fund - 1 78670 0 0 78670 1.0373 78670 0 78670 1.0373 0 1.0373 0 0.0000 NA NA 78670

(b) Venture Capital Funds 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0

(c) Alternate Investment Funds 14 76938 0 0 76938 1.0144 76938 0 76938 1.0144 0 1.0144 0 0.0000 NA NA 76938

(d) Foreign Venture Capital Investors 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0

(e) Foreign Portfolio Investor 120 679080 0 0 679080 8.9536 679080 0 679080 8.9536 0 8.9536 0 0.0000 NA NA 679080

(f) Financial Institutions / Banks 1 2 0 0 2 0.0000 2 0 2 0.0000 0 0.0000 0 0.0000 NA NA 2

(g) Insurance Companies 7 73485 0 0 73485 0.9689 73485 0 73485 0.9689 0 0.9689 0 0.0000 NA NA 73485

(h) Provident Funds/ Pension Funds 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0

(i) Any Other (Specify) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0

Sub Total (B)(1) 162 2118339 0 0 2118339 27.9299 2118339 0 2118339 27.9299 0 27.9299 0 0.0000 NA NA 2118339

2 Central Government/ State Government(s)/

President of India

Sub Total (B)(2) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0

3 Non‐Institutions

(a) Individuals 0 0 0 NA NA

i. Individual shareholders holding nominal share

capital up to Rs. 2 lakhs.26612 1415854 0 0 1415854 18.6678 1415854 0 1415854 18.6678 0 18.6678 0 0.0000 NA NA 1331803

ii. Individual shareholders holding nominal

share capital in excess of Rs. 2 lakhs.10 476158 0 0 476158 6.2781 476158 0 476158 6.2781 0 6.2781 0 0.0000 NA NA 476158

Tarla Kishorekumar Shah - 83575 0 0 83575 1.1019 83575 0 83575 1.1019 0 1.1019 0 0.0000 NA NA 83575

(b) NBFCs registered with RBI 2 4 0 0 4 0.0001 4 0 4 0.0001 0 0.0001 0 0.0000 NA NA 4

Trust Employee 5 883 0 0 883 0.0116 883 0 883 0.0116 0 0.0116 0 0.0000 NA NA 883

(d)Overseas Depositories(holding DRs) (balancing

figure)0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0

(e) Any Other (Specify) 2258 228628 0 0 228628 3.0144 228628 0 228628 3.0144 0 3.0144 0 0.0000 NA NA 228362

IEPF 1 29914 0 0 29914 0.3944 29914 0 29914 0.3944 0 0.3944 0 0.0000 NA NA 29914

Trusts 7 4814 0 0 4814 0.0635 4814 0 4814 0.0635 0 0.0635 0 0.0000 NA NA 4813

Hindu Undivided Family 695 48055 0 0 48055 0.6336 48055 0 48055 0.6336 0 0.6336 0 0.0000 NA NA 48044

(XII) (XIII) (XIV)

Number of Shares


encumbered

No. (a)

As a % of

total

Shares

held(b)

Number

of equity

shares

held in

demateria

lised form

(I) (II) (III) (IV) (V) (VI)

(VII) =

(IV)+(V)+

(VI)

(VIII) As a

% of

(A+B+C2)

(IX) (X)

(XI)=

(VII)+(X)

As a % of

(A+B+C2)

Total

Total as a

% of

(A+B+C)

No. of

Shares

Underlyin

g

Outstandi

ng

convertibl

e

securities

(including

Sharehold

ing , as a

%

assuming

full

conversio

n of

convertibl

e

securities

Number of Locked in

shares

No. (a)

As a % of

total

Shares

held(b)


Table III ‐ Statement showing shareholding pattern of the Public shareholder


Nos. of

sharehold

ers

No. of

fully paid

up equity

shares

held

Partly

paid‐up

equity

shares

held

No. of

shares

underlyin

g

Depositor

y Receipts

Total nos.

shares

held

Sharehold

ing %

calculated

as per

SCRR,

1957 As a

% of

(A+B+C2)


of securities

No of Voting Rights

Class eg:

XClass eg: y

45

Non Resident Indians (Non Repat) 318 45814 0 0 45814 0.6040 45814 0 45814 0.6040 0 0.6040 0 0.0000 NA NA 45754

Non Resident Indians (Repat) 607 15424 0 0 15424 0.2034 15424 0 15424 0.2034 0 0.2034 0 0.0000 NA NA 15416

Clearing Member 79 5458 0 0 5458 0.0720 5458 0 5458 0.0720 0 0.0720 0 0.0000 NA NA 5458

Bodies Corporate 551 79149 0 0 79149 1.0436 79149 0 79149 1.0436 0 1.0436 0 0.0000 NA NA 78963

Sub Total (B)(3) 28887 2121527 0 0 2121527 27.9720 2121527 0 2121527 27.9720 0 27.9720 0 0.0000 NA NA 2037210

Total Public Shareholding (B)=

(B)(1)+(B)(2)+(B)(3)29049 4239866 0 0 4239866 55.9019 4239866 0 4239866 55.9019 0 55.9019 0 0.0000 NA NA 4155549

No. of shareholders No. of Shares133 11367

(2) The above format needs to disclose name of all holders holding more than 1% of total number of shares(3) W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information available and the balance to be disclosed as held by custodian.

NA NA

Details of Shares which remain unclaimed may be given hear along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights

which are frozen etc.

Note :(1) PAN would not be displayed on website of Stock Exchange(s).

Details of the shareholders acting as persons in Concert including their Shareholding (No. and %):No. of shareholders No. of Shares

46

1 Custodian/DR Holder 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0

2 Employee Benefit Trust (under SEBI (Share based Employee

Benefit) Regulations, 2014)0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0

Total Non‐Promoter‐ Non Public Shareholding (C)=

(C)(1)+(C)(2)0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0

(2) The above format needs to disclose name of all holders holding more than 1% of total number of shares(3) W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information available and the balance to be disclosed as held by custodian

(XII) (XIII) (XIV)


Number of Shares


encumbered

No. (a)

As a % of

total

Shares

held(b)

Number

of equity

shares

held in

demateria

lised form

(I) (II) (III) (IV) (V) (VI)

(VII) =

(IV)+(V)+

(VI)

(VIII) As a

% of

(A+B+C2)

(IX) (X)

(XI)=

(VII)+(X)

As a % of

Total

Total as a

% of

(A+B+C)

No. of

Shares

Underlyin

g

Outstandi

ng

convertibl

e

securities

(including

Sharehold

ing , as a

%

assuming

full

conversio

n of

convertibl

e

securities

Number of Locked in

shares

No. (a)

As a % of

total

Shares

held(b)

Aarti Surfactants LimitedTable IV ‐ Statement showing shareholding pattern of the Non Promoter‐ Non Public shareholder


Nos. of

sharehold

ers

No. of

fully paid

up equity

shares

held

Partly

paid‐up

equity

shares

held

No. of

shares

underlyin

g

Depositor

y Receipts

Total nos.

shares

held

Sharehold

ing %

calculated

as per

SCRR,

1957 As a

% of

(A+B+C2)


of securities

No of Voting Rights


47

1.

Particulars Yes* No*

1 Whether the Listed Entity has issued any partly paid up shares? No

2 Whether the Listed Entity has issued any Convertible Securities or Warrants? No

3 Whether the Listed Entity has any shares against which depository receipts are issued? No

4 Whether the Listed Entity has any shares in locked‐in? No

5 Whether any shares held by promoters are pledge or otherwise encumbered? No

4. Declaration: The Listed entity is required to submit the following declaration to the extent of submission of information:‐

Shareholding Pattern under Regulation 31 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Name of Listed Entity: Aarti Surfactants Limited ‐ Preference

2. Scrip Code/Name of Scrip/Class of Security:

3. Share Holding Pattern Filed under: Reg. 31(1)(a)/Reg. 31(1)(b)/Reg.31(1)(c)

* If the Listed Entity selects the option ‘No’ for the questions above, the columns for the partly paid up shares, Outstanding Convertible

Securities/Warrants, depository receipts, locked‐in shares, No of shares pledged or otherwise encumbered by promoters, as applicable, shall

not be displayed at the time of dissemination on the Stock Exchange website. Also wherever there is ‘No’ declared by Listed Entity in above

table the values will be considered as ‘Zero’ by default on submission of the format of holding of specified securities.

a. If under 31(1)(b) then indicate the report for as on 26‐06‐2020

b. If under 31(1)(c) then indicate date of allotment/extinguishment

Annexure C

48

(A) Promoter & Promoter Group 16 899111 0 0 899111 83.0674 899111 0 899111 83.0674 0 83.0674 0 0 0 0 899111

(B) Public 117 183276 0 0 183276 16.9326 183276 0 183276 16.9326 0 16.9326 0 0 NA NA 183276

(C) Non Promoter ‐ Non Public 0 0 0 0 NA NA

(C1) Shares Underlying DRs 0 0 0 0 0 0 0 0 0 0 0 0 0 0 NA NA 0

(C2) Shares Held By Employee Trust 0 0 0 0 0 0 0 0 0 0 0 0 0 0 NA NA 0

Total 133 1082387 0 0 1082387 100 1082387 0 1082387 100 0 100 0 0 0 0 1082387

Sharehold

ing as a %

of total

no. of

shares

(calculate

d as per

SCRR,

1957)


of securities

No of Voting Rights

Class eg: X Class eg: y Total

Aarti Surfactants Limited ‐ PrefTable I ‐ Summary Statement holding of specified securities

Category Category of shareholder

Nos. of

sharehold

ers

No. of

fully paid

up equity

shares

held

No. of

Partly

paid‐up

equity

shares

held

No. of

shares

underlyin

g

Depositor

y Receipts

Total nos.

shares

held

(X)

(XI)=

(VII)+(X)

As a % of

(XII)

Total as a

% of

(A+B+C)

No. of

Shares

Underlyin

g

Outstandi

ng

convertibl

e

securities

(including

Sharehold

ing , as a

%

assuming

full

conversio

n of

convertibl

e

securities

Number of Locked in

shares

No. (a)

As a % of

total

Shares

held(b)

(IV) (V) (VI)

(VII) =

(IV)+(V)+

(VI)

(VIII) As a

% of

(A+B+C2)

(IX) (XIII) (XIV)

Number of Shares


encumbered

No. (a)

As a % of

total

Shares

held(b)

Number

of equity

shares

held in

demateria

lised form

(I) (II) (III)

49

1 Indian

(a) Individuals / Hindu Undivided Family 13 767659 0 0 767659 70.9228 767659 0 767659 70.9228 0 70.9228 0 0 0 0 767659

Sarla Shantilal Shah - 1 192588 0 0 192588 17.7929 192588 0 192588 17.7929 0 17.7929 0 0 0 0 192588

Shantilal Tejshi Shah - 1 170898 0 0 170898 15.789 170898 0 170898 15.789 0 15.789 0 0 0 0 170898

Nehal Garewal - 1 116613 0 0 116613 10.7737 116613 0 116613 10.7737 0 10.7737 0 0 0 0 116613

Nikhil Parimal Desai - 1 78101 0 0 78101 7.2156 78101 0 78101 7.2156 0 7.2156 0 0 0 0 78101

Bhavna Shah Lalka - 1 51394 0 0 51394 4.7482 51394 0 51394 4.7482 0 4.7482 0 0 0 0 51394

Ratanben Premji Gogri - 1 37799 0 0 37799 3.4922 37799 0 37799 3.4922 0 3.4922 0 0 0 0 37799

Shantilal Tejshi Shah Huf - 1 36914 0 0 36914 3.4104 36914 0 36914 3.4104 0 3.4104 0 0 0 0 36914

Heena Bhatia - 1 31533 0 0 31533 2.9133 31533 0 31533 2.9133 0 2.9133 0 0 0 0 31533

Parimal Hasmukhlal Desai - 1 30930 0 0 30930 2.8576 30930 0 30930 2.8576 0 2.8576 0 0 0 0 30930

Desai Tarla Parimal - 1 11276 0 0 11276 1.0418 11276 0 11276 1.0418 0 1.0418 0 0 0 0 11276

Gunavanti Navin Shah - 1 8664 0 0 8664 0.8005 8664 0 8664 0.8005 0 0.8005 0 0 0 0 8664

Prasadi Yogesh Banatwala - 1 594 0 0 594 0.0549 594 0 594 0.0549 0 0.0549 0 0 0 0 594

Dilip Tejshi Dedhia - 1 355 0 0 355 0.0328 355 0 355 0.0328 0 0.0328 0 0 0 0 355

(b) Central Government / State Government(s) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(c) Financial Institutions / Banks 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(d) Any Other (Specify) 3 131452 0 0 131452 12.1446 131452 0 131452 12.1446 0 12.1446 0 0 0 0 131452

Promoter Trust 1 83385 0 0 83385 7.7038 83385 0 83385 7.7038 0 7.7038 0 0 0 0 83385

Barclays Wealth Trustees India Private Limited - 1 83385 0 0 83385 7.7038 83385 0 83385 7.7038 0 7.7038 0 0 0 0 83385

Bodies Corporate 2 48067 0 0 48067 4.4408 48067 0 48067 4.4408 0 4.4408 0 0 0 0 48067

Nikhil Holdings Private Limited - 1 27827 0 0 27827 2.5709 27827 0 27827 2.5709 0 2.5709 0 0 0 0 27827

Valiant Organics Limited - 1 20240 0 0 20240 1.8699 20240 0 20240 1.8699 0 1.8699 0 0 0 0 20240

Sub Total (A)(1) 16 899111 0 0 899111 83.0674 899111 0 899111 83.0674 0 83.0674 0 0 0 0 899111

2 Foreign

(a) Individuals (Non‐Resident Individuals / Foreign Individuals) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(b) Government 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(c) Institutions 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(d) Foreign Portfolio Investor 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(e) Any Other (Specify) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Sub Total (A)(2) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Total Shareholding Of Promoter And Promoter Group (A)=

(A)(1)+(A)(2)16 899111 0 0 899111 83.0674 899111 0 899111 83.0674 0 83.0674 0 0 0 0 899111

No. of

fully paid

up equity

shares

held

Partly

paid‐up

equity

shares

held

No. of

shares

underlyin

g

Depositor

y Receipts

Total nos.

shares

held

Sharehold

ing %

calculated

as per

SCRR,

1957 As a

% of

(A+B+C2)


of securities

No of Voting Rights


Number of Locked in

shares

No. (a)

As a % of

total

Shares

held(b)

Aarti Surfactants Limited ‐ PrefTable II ‐ Statement showing shareholding pattern of the Promoter and Promoter Group


Nos. of

sharehold

ers

(VIII) As a

% of

(A+B+C2)

(IX) (X)

(XI)=

(VII)+(X)

As a % of

Total

Total as a

% of

(A+B+C)

No. of

Shares

Underlyin

g

Outstandi

ng

convertibl

e

securities

(including

Sharehold

ing , as a

%

assuming

full

conversio

n of

convertibl

e

securities

Number of Shares


encumbered

No. (a)

As a % of

total

Shares

held(b)

Number

of equity

shares

held in

demateria

lised form

(I) (II) (III) (IV) (V)

(1) PAN would not be displayed on website of Stock Exchange(s) (2) The term 'Encumbrance' has the same meaning as assigned under regulation 28(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

(XII) (XIII) (XIV)

Details of Shares which remain unclaimed may be given hear along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are

frozen etc.

Note :

(VI)

(VII) =

(IV)+(V)+

(VI)

50

1 Institutions

(a) Mutual Fund 0 0 0 0 0 0 0 0 0 0 0 0 0 0 NA NA 0

(b) Venture Capital Funds 0 0 0 0 0 0 0 0 0 0 0 0 0 0 NA NA 0

(c) Alternate Investment Funds 1 2910 0 0 2910 0.2689 2910 0 2910 0.2689 0 0.2689 0 0 NA NA 2910

(d) Foreign Venture Capital Investors 0 0 0 0 0 0 0 0 0 0 0 0 0 0 NA NA 0

(e) Foreign Portfolio Investor 0 0 0 0 0 0 0 0 0 0 0 0 0 0 NA NA 0

(f) Financial Institutions / Banks 0 0 0 0 0 0 0 0 0 0 0 0 0 0 NA NA 0

(g) Insurance Companies 0 0 0 0 0 0 0 0 0 0 0 0 0 0 NA NA 0

(h) Provident Funds/ Pension Funds 0 0 0 0 0 0 0 0 0 0 0 0 0 0 NA NA 0

(i) Any Other (Specify) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 NA NA 0

Sub Total (B)(1) 1 2910 0 0 2910 0.2689 2910 0 2910 0.2689 0 0.2689 0 0 NA NA 2910

2 Central Government/ State Government(s)/

President of India

Sub Total (B)(2) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 NA NA 0

3 Non‐Institutions

(a) Individuals 0 0 0 NA NA

i. Individual shareholders holding nominal

share capital up to Rs. 2 lakhs.101 58676 0 0 58676 5.421 58676 0 58676 5.421 0 5.421 0 0 NA NA 58676

ii. Individual shareholders holding nominal

share capital in excess of Rs. 2 lakhs.3 111848 0 0 111848 10.3335 111848 0 111848 10.3335 0 10.3335 0 0 NA NA 111848

Bhanumati Mohanlal Savla - 60789 0 0 60789 5.6162 60789 0 60789 5.6162 0 5.6162 0 0 NA NA 60789

Manoj Murjibhai Chheda - 29400 0 0 29400 2.7162 29400 0 29400 2.7162 0 2.7162 0 0 NA NA 29400

Sumeet Mohanlal Savla - 21659 0 0 21659 2.001 21659 0 21659 2.001 0 2.001 0 0 NA NA 21659

(b) NBFCs registered with RBI 0 0 0 0 0 0 0 0 0 0 0 0 0 0 NA NA 0

Trust Employee 0 0 0 0 0 0 0 0 0 0 0 0 0 0 NA NA 0

(d)Overseas Depositories(holding DRs) (balancing

figure)0 0 0 0 0 0 0 0 0 0 0 0 0 0 NA NA 0

(e) Any Other (Specify) 12 9842 0 0 9842 0.9093 9842 0 9842 0.9093 0 0.9093 0 0 NA NA 9842

Hindu Undivided Family 10 7752 0 0 7752 0.7162 7752 0 7752 0.7162 0 0.7162 0 0 NA NA 7752

Bodies Corporate 2 2090 0 0 2090 0.1931 2090 0 2090 0.1931 0 0.1931 0 0 NA NA 2090

Sub Total (B)(3) 116 180366 0 0 180366 16.6637 180366 0 180366 16.6637 0 16.6637 0 0 NA NA 180366

Total Public Shareholding (B)=

(B)(1)+(B)(2)+(B)(3)117 183276 0 0 183276 16.9326 183276 0 183276 16.9326 0 16.9326 0 0 NA NA 183276

No. of shareholders No. of SharesNil Nil

No. of

fully paid

up equity

shares

held

Partly

paid‐up

equity

shares

held

No. of

shares

underlyin

g

Depositor

y Receipts

Total nos.

shares

held

Sharehold

ing %

calculated

as per

SCRR,

1957 As a

% of

(A+B+C2)


of securities

No of Voting Rights

Class eg:

XClass eg: y

Number of Locked in

shares

No. (a)

As a % of

total

Shares

held(b)

Aarti Surfactants Limited ‐ PrefTable III ‐ Statement showing shareholding pattern of the Public shareholder


Nos. of

sharehold

ers

(X)

(XI)=

(VII)+(X)

As a % of

(A+B+C2)

Total

Total as a

% of

(A+B+C)

No. of

Shares

Underlyin

g

Outstandi

ng

convertibl

e

securities

(including

Sharehold

ing , as a

%

assuming

full

conversio

n of

convertibl

e

securities

Number of Shares


encumbered

No. (a)

As a % of

total

Shares

held(b)

Number

of equity

shares

held in

demateri

alised

form

(I) (II) (III) (IV) (V) (XII) (XIII) (XIV)

Details of the shareholders acting as persons in Concert including their Shareholding (No. and %):No. of shareholders No. of Shares

(VI)

(VII) =

(IV)+(V)+

(VI)

(VIII) As a

% of

(A+B+C2)

(IX)


Nil Nil

Details of Shares which remain unclaimed may be given hear along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights

which are frozen etc.


51

1 Custodian/DR Holder 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0

2 Employee Benefit Trust (under SEBI (Share based Employee

Benefit) Regulations, 2014)0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0

Total Non‐Promoter‐ Non Public Shareholding (C)=

(C)(1)+(C)(2)0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0

No. of

fully paid

up equity

shares

held

Partly

paid‐up

equity

shares

held

No. of

shares

underlyin

g

Depositor

y Receipts

Total nos.

shares

held

Sharehold

ing %

calculated

as per

SCRR,

1957 As a

% of

(A+B+C2)


of securities

No of Voting Rights


Number of Locked in

shares

No. (a)

As a % of

total

Shares

held(b)

Aarti Surfactants Limited ‐ PrefTable IV ‐ Statement showing shareholding pattern of the Non Promoter‐ Non Public shareholder


Nos. of

sharehold

ers

(VIII) As a

% of

(A+B+C2)

(IX) (X)

(XI)=

(VII)+(X)

As a % of

(A+B+C2)

Total

Total as a

% of

(A+B+C)

No. of

Shares

Underlyin

g

Outstandi

ng

convertibl

e

securities

(including

Sharehold

ing , as a

%

assuming

full

conversio

n of

convertibl

e

securities

Number of Shares


encumbered

No. (a)

As a % of

total

Shares

held(b)

Number

of equity

shares

held in

demateria

lised form

(I) (II) (III) (IV) (V)


(XII) (XIII) (XIV)


(VI)

(VII) =

(IV)+(V)+

(VI)

52

NATIONAT COMPANY LAW TRIBUNALAHMEDhBAD BENCH

AHMEDABAD

CP(CAA) No. 172019 incA(cAA) No. 1 53/NCLT/ AHM/ zo1 s

Coram: Hon'ble Ms. MANORAMA KUMARI, MEMBER JUDICLAL

ATTENDANCE-CUM.ORDER SHEET OF THE HEARING OF AHMEDABAD BENCHOF THE NATIONAL COMPANY LAW TRIBUNAL ON 10.06.2019

Name of the Company: Aarti Industries Ltd.

Arti Surfacta nts Ltd.

Nascent Chemical Industries Ltd.

Section of the Companies Act: Section 230-232 of the Companies Act. 2013

1.

2.

fu. A4, VJv\ic^L

40" Cr*'b^ A/"

ORDER

Tlle petitioner is represented through learned counsels.$-

TAarparrr$'fr r6pr€6ont6* thugh ahoir rccpeetn"o.loomed *reaThe Order is pronounced in the open court, vide separate sheet.

\)b@0riginat MANORAMA KUMARI

ABuhc*,\

JA,\ (MEMBER JUDICIAI,)

53

ffii

53

NATIONAL COMPANY LAW TRIBIJNAL,AHMEDABAD BENCH

In the matter of:

AARTI INDUSTRIES LIMITED,a company incorporated underthe Companies Ac! 1956

having its registered oflice at

Plot Nos. 801, 801/23,GIDC Estate, Phase III,Vapi.......Guj arat - 396 1 95

ARTI SURIACTANTS LIMITED,a company incorporated underthe Companies Act, 2013

having its registered office at

PlotNos. 801,801i23,GIDC Estate, Phase III,VapiGujarat - 396195

C.P.(CAA) No. l7 of 2019 inC.A.(CAA) No. 153/i{CLT/AHM/2018

Petitioner Company No. 1/AIL/Demerged Company A"/ ResultantCompany B

. .. . . .Petitioner Company No. 2/ASL/Resultant Company A

NASCENT CHEMICAL INDUSTRIES LIMITED,a company incorporated underthe Companies Act, 1956

having its registered office at

9/1827, First Floor, City Plaza Bldg.,Opp. Chapir Lane,Lalgate,SuratGujarat - 395003

Coram:

Appearance:

Petitioner Company No. 3A{ASCENTiDemerged Company B

Order delivered onlOth June, 2019

Hon'ble Ms. Manorama Kumari, Member (Judicial)

Mr. Arjun Sheth, advocate and solicitor and Ms.AnujaSaraiya, advocate for the Applicant Companies

ORDER

This joint Petition is filed under Section 230 and 232 of rhe Companies Act,

2013, read with Companies (Compromise, Arrangements and

) Rules,

N-e

Amalgamation 2016 along with other relevant provisions of the

54

C.P.(CAA) No. 17 of 2019 inC.A.(CAA) No. 153/NCLT/AHW201B

Companies Act, 2013 seeking sanction of this Tribunal to a demerger

embodied in the Scheme of Arrangement between Aarti Industries Limited('?etitioner Company No. l/All/Demerger Company A/Resultant Company

B), Arti Surfactants Limited (,,petitioner Company No. 2/ASl/ResultantCompany A") and Nascent Chemical Industries Limited (,,petitioner

Company No. 3A.Iascent/Demerged Company B',) and their shareholders.

The demerger being of the undertakings (i) Home and personal Care

Undertaking of Aarti Industries Limited being transferred to Arti surfactants

Limited and (ii) Manufacturing Undertaking of Nascent Chemical Industries

Limited being transferred to Aarti Industries Limited.

It is stated that Petitioner Company No. 1 is a public Limited Company

incorporated under the provisions of Companies Act, 1956, listed with the

BSE Limited and the National Stock Exchange of lndia Limited. The total

issued, subscribed and paid up share capital ofthe petitioner Company No. 1

as on 31n March 2018 is Rs. 40,65,00,000/-. The Board of Directors of the

Petitioner Company No. 1 approved the Scheme of Arrangement in the

nature of demerger by passing Board Resolution in its meeting held on

28.06.20t8.

3. It is stated that Petitioner Company No. 2 is a public Limited Company

incorporated on June 18,2018 under the provisions of Companies Act, 2013

with the total issued, subscribed and paid up share capital ofRs. 5,00,000/_.

The Board of Directors of the Petitioner Company No. 2 approved the

Scheme of Arrangement in the nature of demerger by passing Board

Resolution in its meeting held on 28.06.2018.

4. It is stated that Petitioner Company No. 3 is a public Limited Company

incorporated under the provisions ofCompanies Act, 1956. The total issued,

subscribed and paid up share capital ofthe petitioner Company No. 3 as on

3l"t March 2018 is Rs. 60,00,000/-. The Board of Directors of the petitioner

Company No, 3 approved the Scheme of Arrangement in the nature ofdemerger by passing Board Resolution in its meeting held on 28.06.2018.

said Petitioner Companies filed before this Tribunal joint application

being CA(CAA) 153 of20l8. By order dated 04th lanuary 2019, meetings of

,lh'^-' 2lSPage

55

7.

C.P.(CAA) No. 17 of 2019 in' C.A.(CAA) No. l$/flCLT/AHMll018

Equity Shareholders of Arti Surfactants Limited and Nascent Chemical

Industries Limited, i.e. Petitioner Company No. 2 and 3 were dispensed with

in view ofthe consent affidavits submitted by all the Equity shareholders of

the Petitioner Company No. 2 and3.lt was further held that since Petitioner

Company No. 2 has no Secured Creditors and Unsecured Creditors, this

Tribunal felt that there was no requirement to convene and hold the meeting

of Secured Creditors and Unsecured Creditors of the Petitionei Company

No. 2. Similarly, it was also felt in the case of Petitioner Company No. 3,

that there is no requirement to convene and hold the meeting of Secured

Creditors since Petitioner Company No. 3 has no Secured Creditors.

That vide order dated 04'h January 2019 of this Tribunal, the meetings of

Equity Shareholders, Secured Creditors and Unsecured Creditors of

Petitioner Company No. 1 were directed to be convened and held. Similarly,

meeting of Unsecured Creditors of the Petitioner Company No. 3 were also

directed to be convened and held.

Pursuant to the order passed by this Tribunal, notices were sent to all the

Equity Shareholders of Petitioner Company No. 1 vide e-mail and/or

courier; the notices were also served upon the Secured Creditors and

Unsecured Creditors of the Petitioner Company No. I individually on 05th

January 2019 and to Unsecured Creditors of the Petitioner Company No. 3

by courier on 08rh January 2019 together with a copy of the Scheme of

Arrangement and the Explanatory Statement as weli as other required

disclosures. The notice of convening and holding of the aforesaid meetings

were published in English daily "Business Standard" and Gujarati daily

"Gujarat Samachar" dated 08th January 2019; notices were also sent to

statutory authorities under section 230(5) of Companies Act, 2013 i.e.

concemed Income Tax Authority, Regional Director, North Western Region

and Registrar of Companies between 08rh January 2019 to 14th January 2019.

E, In pursuance of the directions contained in Order dated 4th January, 2019

passed by this, the meetings of (i) the Equity Shareholders of the Petitioner

Company No.l was held on 8th February, 2019 where the requisite quorum

was present and the Scheme was approved by 99.95% of the Equity

lders without modifications, (ii) the Secured Creditors of the

\N^*y 3lSPage56

C.P.(CAA)No. 17 of 20t9in. C.A.(CAA)No.153/1\ICLT/AHMD01E

Petitioner Company No.l was held on 8th February, 2019 where the

requisite quorum was present and the Scheme was approved unanimously by

the Secured Creditors without modifications, (iii) the Unsecured Creditors

of the Petitioner Company No.1 was held on 8th February,2019 where the

requisite quorum was present and the Scheme was approved by all the

Unsecured Creditors who attended the meeting and voted in favor of the

Scheme without modifications, and (iv) the Unsecured Creditors of the

Petitioner Company No. 3 was held on l lth February, 2019 where the

requisite quorum was present and the Scheme was approved unanimously by

the Unsecured Creditors without modifications. The Chairman appointed forthe aforesaid meetings filed the affidavits verifiing his report dated 14th

February, 2019 and the same are annexed with the application and marked as

Annexure "S1". "S2". "S3' and .,T" to the Petition.

9. The present petition was admitted on 4ft March 2019 and the date of hearing

was fixed as 2od April,2019. Directions were issued to publish Notice ofhearing of the Petition in the newspapers viz. English daily, Business

Standard and Gujarati Daily, Gujarat Samachar and the same were published

on 166 March 2019. The notices, as directed by this Tribunal, were also sent

to Regional Director - North Westem Region, Registrar of Companies,

respective Income Tax Authorities and Official Liquidator for all petitioner

Companies between 22d March,2019 to 26h March 2019. Affidavit ofservice of notice of hearing upon the aforesaid statutory authorities and

publication of notice of hearing in the newspapers was filed with this

Tribunal on 01stApril,2019 and the same has been placed on record. Further

in eorhpliance to the directions of order dated 2"d April, 2019 notices were

also served to the Security Exchangb Board of lndia and the Reserve Bank

of India on 22'd April, 2019.

l0.The representation of the Regional Director was received on 21stFebruary,

2019. The Petitioner Companies ttuough their separate affidavits dated 26th

March 2019 filed theL response to the observations made by the Regional

Director in its representation. It is submitted in the affrdavit that:

dh"ry,

4lSPage

57

ll.

C.P.(CAA) No. 17 of 2019 in. C'A.(CAA)No. 153/I{CLTIAIIM/2018

Para 2(a) to 2(c) of the Report of the Regional Director deal with the

factual aspects of the Scheme i,e. service ofnotice ofthe Scheme, the

proposed exchange ratio as recommended by the Independent

Chartered Accountants, rationale ofthe Scheme etc. and therefore the

same does not require anY resPonse

With regard to Para 2(d) of the Report of the Regional Director, the

Petitioner Company No.l undertakes that Petitioner Company No. I

shall comply with and abide by the provisions of the circulars issued

by the Securities and Exchange Board of India dated 04.02.2013,

21.05.2013 and 10.03.2017 and the letters issued by the BSE Limited

and the National Stock Exchange of India Limited dated 3rd

December 2018 for providing in-principle approval to the Scheme.

With regard to Para 2(e) of the Report of the Regional Director, it is

submitted that the name of the Petitioner Company No'2 has been

proposed to be changed post the effectiveness of the Scheme so that

the Petitioner Company No.2 can adopt the name of the Group. It is

further submitted that in connection with the proposed name change

of the Petitioner Company No.2, provisions of Section 13 of the

Companies Act, 2013, the name guidelines and other applicable

provisions of the Companies Act, 2013 (including payment of the

applicable fees, stamp duty and charges) for the altemation of name

shalt be complied with by Petitioner Company No. 2.

With regard to Para 2(f) of the Report of the Regional Director, the

Petitioner Company No. 1 undertakes and submits that the Petitioner

Company No. t has complied with and shall continue to comply with

the provisions of the Foreigr Exchange Management Act, 1999 and

the regulations made there under and the guidelines issued by the

Reserve Bank of India in connection with the shares previously issued

and proposed to be issued by the Petitioner Company No. I to the

foreign corporate bodies.

With regard to Para 2(f) of the Report of the Regional Director, It is

submitted that the intent of the provisions relating to the fractional

entitlement of the shares as set out in Clause 12.4 and 28.4 of the

Scheme is that the economic value in the fractional shareholding is

acknowledged and the same should be paid to the shareholders.

5lSPage

I

\NM58

//n\fsYalFI\,\\\ +\\\,

C.P.(CAA) No. 17 of 2019 in. C.A.(CAA) No. 153/NCLT/AHM/201E

However, given that it is not possible to issue shares in fractions, it is

proposed that the fractional shares shall be consolidated and sold in

the market (given that the shares of the Petitioner Company No.l are

listed) and thereafter the sale proceeds shall be distributed in

proportion to the respective fractional entitlement of the relevant

shareholders. In this regard, it is humbly submitted that the. Petitioner

Company No.l shall ensure that the rights of the sharehol{ers are not

affected in any manner through the operation ofthe aforesaid clauses

ofthe Scheme,

vi. With regard to Para 2(g) of the Report of the Regional Director, it is

submitted that the Petitioner Company No. 3 has complied with

provisions of Section 134(3X0 of the Companies Act, 2013 and the

Board of Directors has adequately commented on qualification of the

Statutory Auditor (pertaining to not providing gratuity in the balance

sheet for the financial year 2017-2018) in their report appended to the

frnancial statement of the Petitioner Company No. 3 for the year 20

17-18. It is submitted that the liability of the gratuity is not material

considering the size and volume of the business of the Petitioner

Company No. 3 and the decision to provide the same on payment

basis has refrained the Petitioner Company No. 3 from providing the

gratuity as on the Balance Sheet date,

vii. With regard to Para 2(h) of the Report of the Regional Director, it is

hereby submitted that the Petitioner Companies shall comply with the

requirements prescribed under Section 2(19AA) of the Income Tax

Act, 1961 in connection with the demergers proposed under the

Scheme.

viii. With regard to Para 2(D of the Report of the Regional Director,

Petitioner Company No. I submits and undertakes that the Petitioner

Company No. I shall pay the requisite fees to the Regional Director

for preparing the Report and representing the Central Govemment.

ix. With regard to Para 2O of the Report of the Regional Director which

deals with the factual aspects i.e. it refers to the report received from

the office of Registrar of Companies dated 05.02.2019 which states

. that there are no complaints pending against the petitioner companies

.-J

6lSPaged&^/

59

C.P.(CAA) No. 17 of 2019 in' C,A.(CAA) No. 1$NCLT/AIIW2018

and there is no compliant against the proposed demergers. Therefore,

the same does not require any response.

11. As far as the response of the Petitioner Companies to the observations ofthe

Regional Director are concemed, though this Tribunal is satisfied with the

response of the Petitioner Companies, however, this Tribunal is of the

considered view that Petitioner Company No. 3 has not complied with the

requirements ofSection 129(1) ofthe Companies Act, 2013 which state that

financial statements of the Company shall give a true and fair view of the

state of affairs of the company or companies, comply with the accounting

. standards notified undet section 133 and shall be in the form or forms as

may be provided for different class or classes of companies in Schedule III.

As per Accounting Standard 15,

(D every Company shall have Gratuity Liability to be accounted for and

on accrual basis.

(iD Gratuity made on cash basis is not in conformity with Accounting

Standard 15 (AS-15) (Revised 2005), which requires that Gratuity

Liability to be accounted for and on accrual basis.

(iii) The auditors of the Company in their Audit Report provide their

opinion regarding non-compliance for Gratuity Liability as required

by Accounting Standard 15 (AS- 15) relating to Employees' Benefits.

12. The Petitioner Company No. 3 has not complied with the said provision of

the Companies Act, as deliberated in the preceding para for the financial

year 2017-18. The Petitioner Company No. 3 is hereby directed to approach

Registrar of Companies for compounding of offence, if any, as discussed

hereinabove.

As a resuli, the petition being CP(CAA) No. 17 of 2019 is hereby allowed.

The Scheme which is at Annexure I to the petition is hereby sanctioned and

it is declared to be binding on the Petitioner Companies, their shareholders

and all concemed under the Scheme.

The amount towards legal fees/expenies incurred by the office of the

Regional Director in respect ofthe petitioner compahies is quantified as Rs.

t3.

TlSPage60

C.P.(CAA) No. 17 of 2019 inC.A.(CAA) No. I 53/i{CLT/AHM/201 8

37,500/- which shall be paid by the Petitioner Company No. I to the office

of the Regional Director.

15. Filing and issuance of drawn up order is hereby dispensed with. All

concerned authorities to act on a copy of this order along with the Scheme

duly authenticated by the Registrar of this Tribunal. The Registrar of this

Tribunal shall issue the authenticated copy of this order along with Scheme

immediately.

16. The Company Petition is disposed ofaccordingly.

\fu^'{Ms. Manorama Kumari

Member (Judicial)

fr{i; trl1T.,i:#p ;i i*tr#i x,n 7"t.e t 7

io-illllllllteTruecoPY

o.te on rrri.r, i.iiiffi illiff,rffixl slilllSlSPage

61

Annexure I

khaa]a ol Atrcrqer|rnt

coMPOSITf scltf,M*, ARtt At\t; l:1,r}lt\T

AR'TI SURFACT

NASCf,]\T CHf,$IICAt.

TI{EIR RESPf,CTTYf(tNDIiR SECTIONS 210-2-12 & READ Wtl.H APPI l('AAt.Ii PROVIS|ONS ()1,

l HE COMPAT.T-tES .20r3)

S,t,

Z

stTWI]:\

AARTT INDt_,sl RI}:S t.t]\{I.r.ut)

ANI)

ANI}

rl f

1

62

l.t

l. Oe$criptiotr ofthe paraiss

Aani lndustries Limired (".AIL,,) ;s a tistedunder thc provisions of the Cornpanies007301 and Corporarc ldcntificarionregistered otlice situated al pbt Nos. 801, g0396195. The mrin objecl of AIt_ is as Ibllows

.'?o corry on the busiresl oftmlnrlers, exporters and/or olherwixchemicals, organi.. atd imt4qunicqre dry* solven$, dye.s an t d*ehewl chemit ol.s. ul*ulie.t. acitl,;. che nit.,tl.piqflent, va!n_ish?. paints. atchohol.;, tllvsmokers and &alers in prepur.ttorychemicals ".

AIL is engagod in the business ofintermediates for chcmical and alliedsubscribed and paid-up share capital of AILequily sharcs of AIL are listed on rhr gSEI'lxchange r:f India t.irnircrJ (,'NSf,'.).

Nascent Chemical lndustries Limitedincoryorated on 4 May 1966 onder rheNumber: 013490 and Corpordlehaving rcgistered oflice at 909. Rahejamain objecl of Nascent is as foll!,wr:

"To carry on tle business of mandacturercinsecticides, /umigants, weedickles, pe.\ticid€s,pai s wrnishec locquers, fnishes. dws,chemiculs, plustic urul resinous ur(tlffials.Agehls, hnning agen,,\ codting resi;J.fenilizers and all tyJtes o/ indu:;bial chemitals.

Nascent is engaged in the business ofThe deiails of the authorised, issued.have been set out below in thr Schemr. AllCorporate Services t,imited" s whollv owned ol-A Il-.

PARTA -

kn rn ot Aidnqen..t

incorporated trn ?g September, l9g41956 (Company Regisrration Number:

r: I-241 lOCj t984p1,C00730 t), having its;?3, CIDC Estatc, phssrl IIl. Vapi. curaiat.

pruducers, pro<.essors. huyers, sellc r.t.tn,Ju,e c.Ipmicah, indu.striol und pure

and allied pmducts, ptr/ames, .flavours.c.t:smetic,\. insectic i.le J, p(,\Iic idcrprryorati|ns, che micals rtsr pl o.ttic,

utlour t ugrrr lte micals. p tro. he n t,. ul r.ahl arli(les rt/ the ufutvc nuture unrl rtl

and sale of specialty chemicals and"lhe details of the aurhorised. issued-

been set out below in the Scheme. Theimited (-BSE") and the Natiolal Srtxk

is an unlisted public companyAct. 1956 (Company Registralion

Number: U24l00MH I S66pt"Co t 1490).Nariman Point Mumbai - 400011. -l}e

ond &alers in ogricukura! chemitals,muterials, pigments ond lafus.

and llavtsring chtnicdls, ruhberplu"tlicizers, sur/ate uttite

marine clwmicals, s!'nthctiL. rtbers.qlltalis, hormonet; aace elemeNs. '

ard trading of rpecialt_r chemicals.and paid-up share capital of Nascert

50.49olo of Nascent thmugh Aani

2ffi 63

t.3 Arti Surfactants Limitcd i'.ASL,.) is an un2018 under the Companies Acr 20lJ (Corporate ldentificdion Number: U24100at80l, E0l/23 phase lll, CIDC Esrare. v

lhe Home and Personal Care Undenaking indetails ofthe authorised, issued, suhscribetl r

object of ASI- is as follows:

"To carry on the business oft mporle rs, exporte rs und.t ttr ot he rtll, istallied chemicals like fine chemiul.*_itnrganic chemicals and alliecl product:;.dru g inre rme.l ia! e s, c os m e t ic,t, i,** c t i(, ide.r.chemical, indurtial prepardlons.alchohols, $res and coktnr.s, agrochemicals.required b! difercnt indu$ries such t sugurind$tries, proofing. mater iak, dir\infeclan,s.soup. tallow. gums, vurni.shcs. .Vnth?, ic\.o ur Flroleum pru<*tcls ond articlespreparotory/ormulationr and articles of the

ASL has been newly incorpomted by AIL for

set out below in the Scheme.

Objective of thc Schemc

2.1 This composite scheme of arrangement232 and other applicable provisions of rhc Cregulations made thereunder, which provides

the demerger ofthe Homo and personal

of AIL (hereinafter also rcfened to as(hereinafter also refered to as lhclisring ofNew Securities (as hereinafrerthe BSE and lhe NSE: and

the demerger of fie ManufacturingNascent (hercinafter also referred tr: as(hereinaller also relerred as the

(a)

(b)

,K,YEY 1, s

klcnv ol Affanqenenl

public company incorporated on June lE.anl Registrarion Number: l02g9t andI6PLC 102891). having registered office

Dist. Valsad, Cujsrn 19619-S. The main

producer,s, pro<:e{sors, hqrcrs, sellers,in surfoctant and speciality ch€nicals arul

and pure chemiL'olt, orguni., arulfluv;rs, pure drug solvents, tltes and

hcuv y c hemical,s, ulturl ie.s, ac kls./or plastic, pigmenl. vorni.shes, paints.

and chemical prcpurutnnstextiles. metalbrgicul untl process

totton, detergents, we ing ou, agcnts.catalystic agents, pero-chemiculs and

compound,s, makcrs and deuler: nnature und of chemicals.,

proposed demerger and absorptior ofmanner set oul under this Scheme. The

paid-up share capitrl of ASI_ have becn

") is presented unrler Sections ?10 loies AcL 2013 and the rulcs and

tlndertaking (rr.r hert i nafler de 1inc,f"Demerged Company A") into ASI

Company A') and rhe subsequent

of the Resultanr Company A on

(us hereinafrer deJine of"Derue rged Comprny lr.') into All.

Company Il').

3

2.

I

64

2.2

2.3

,i

2.6

3.t

Sthe',? al amnwne/n

Upon the demerger o[ rhe Home and Care Undenaking of Dernerged Companythis Schcme becoming erTectivc on the

issue New Securil,es to the shareholders ofthe Demerged Company A in accordance the Sharc Entitlemenr Ra,io A (.rhereinafsr fufingdl.

of Demerged Company B into

Resultant Company lf will issue and allorbecoming effective on rlrc Effeclive Datc.Eguitl Shares (.ts hereina/tel de/ineill tothe Remaining Shareholdeni (as hereinafter of the Dcmerged Compan_t B inacqrrdance with the Share E itiemcnt Rotio

A into Resulisnr Company A. pursuanrEffective Dale. thc Resulrant ( ompan.\ A \

Upon dcmerger of the ManufacturingResurlanl Company g, pursu&nt to this S,

fie Residual Undcrtaking A (ar fureino/terPersonal Care Undertaking shall be retaiCompany A.

]'he Residual UndertakingManufacturing UndenakingCompany B.

The demerger oflhe Home and pexon{l Caretbllowing reasons:

shsreholders, rhc managelnent has decidedcare chemicals busiress by transfering the

after the denerger of$e Home andmansged and operated by Demergcd

defnecil, after the dem$ger of. themanaged and opemted by Demerged

is being undertaken duc to the

in order to creaic oyerall valuc for tftcto restructure the home and penonal

B (a.r Ishall be

Aflcr rhc effectivcness of the Schsrne. the New Securities of Resukant Companv A andNew Equity Shares ofResultant Companl, B be listed on the NSU and BSU.

Ratiolale aod porptse ofthe Sclrcme

AIL basically has 3 (three) trusiness verticsls (i.e, spscialty chemioals.phsrmaceuticals and home and personal chemicals) wilh diverge.t businqssprofi lq $ovr,th potential, risk-rewards,largely independenr on each othcr. Thr;

and capilal requiremenh and areand personal care chemicals business.

which constihrres of the Home and Llare Undenaking. is currenlll. notROE lrerum on equity) accretive.

ard Personal Care Undeflaking

4

into Resultant Company A. The of AIL. puniuant 10 the demerger. will

3.

l

/

65

3.2

(qsa>

s{heme ol A/ro^gdtenl

be provided with an op on roPrefercncc Shares (us de.fine.lset out under rhis Schcmc.

oither to the equity shares or Redeemst t€of Resultant Companl, A in the manner

The demerger will also resuh in Company A and rhe Resultant CompanyA achieving operational efftciencies by of the relevant businesses.

'l'he demerger oF the l{ome andCompany A would allow the&nd adopr relevant strategies for the tuming amund. and pronrotinggrowth and €xpsnsion 0l'the Homc and Carc Undeiaking: and

By demerger of the Home and Care tJndertaking into the ResultanrCompany A, the financial resourccs be conveniently raised in acconlance with

Care Undenaking from the Demergedol lhe Resultant Company A to focus

the requiremcnt ofthe business, leadingexpansion and gmwlh ofthc business ol.

optimum utilization of resourccs t(|$ardsRcsu,tant Compan,v A.

The demctgu ofthe ManufacturingfoSsons:

is being undertaken due to rhe following

Consolidation of the ehemical business under Resulanr Compan,r t!.

Post the demerger of the Manufacturing Demerged Company B willbe able to focus only on the trading

The demerger will eliminate the in administt"tive costs and multipleandrocord-keeping. thus resulting ;n cosr

1'he demerger rrill allo* rorc€ntrared and focus by the senior managemenltowards lhe growtir oI thc trading business b1 eliminating duplicarivccommunication and burdensome effo*s across multiple enlities.

ln consideration of the above-montioned business and relalcd benefits. this schcmebe$cen Demerged Company AlResuhant CompanyCompany B is being proposed in accordance with rhc

Resultant Companv A and DenrcrgedJet 0ut hercunder.

5

I

A

66

4.

khek]a al Arcnqe t eit

Overvie* of thr Scheme

The Scheme is divided inro rhe lolkrwing pans:

o PART A provides the generar background. obiective and rhe rarionar of rhe Schcmc:

. PART B deals with definitions and sharc capitnl:

. PART C deais rvith the provisions relcvant ro the dcmergcr ol- thc llonre andPenonal Care Undertaking;

PART D deals with the demerger ofthe fvlanufacturing Undertakingl and

PA-RT E, deah with olher significanl cl{uses applicable to the pmposed demergerslnd ssts forth ce ain additional a.rangempnts thai form a pan ofrhi.'Sch"me_

WJ*oV-E6

r

67

l. t.

PART [. DETINITION

t. Doftaldos,

ln lhis scheme, unless repugnant to rheexpression shall have the meaning mcntioned

"Act" or stbe Aet" msans thc Companiesrnd regulations made thereunder andamendments or re-cnaclment thereoffor theapplicable to amalgamation and arangemenl:

L3.

I _2.

"Appointed Dntrt' more particularly for p

"Applicable Lrw(s)"means any stalute. byenolification, guidelines. rule or common law.nolices, orders or instructions law enactcdAuthority including any modilication or

Care Undertaking) meirns opening of thed&tc as may be fixed or approved by theappropriate authoritv and for pART D (

means opening of the btsiness hours on Aprilor approved by th€ Net;onal Company l.3w'l'

L4, "Approprhtc Auihority' means an)or public body or authority of the relevanrSecurities and Exchange Boanl of India. thr:Companies, and the NCLT:

"Demerled Compaoy A" for Part C orScheme means, Aarti Indusldes Limited. a

1984 undor the provisions of the CompaniesPlot Nos. 801 . 801/21. GIDC Estare. phase l .

1.6. 'Demorged Company B" for pART D oflndustries Limitgt an unlisted conrpanyCompanics Act, 1956 on May 4, 1966 and

Centre Nriman Point Mumbai- 400021:

t.5.

Seren, ol A.td"e.n nl

SHARE CAPTTAL

or context thereof. rhe lollox ing

2013 (to the extenr appliclble), and rulesinclude any $aturory modificarrons.

being in force, which may relate to or are

rules. regulotions, listing agreemens,, code, directives, ordinancc, schcmes-

issued or sanctioned by any Appropriatethereoffo. the time being in force:

C {demerger of the Home and personal

houn on April 1,20t8 or such otherCompany I.a* Tribunal or un; othcrof thc Manufacturing Un<icriakingl

2018 or such other dare as mtv be fixedor an)' other appropriare authorit).:

staturory, rcgulatory, depanmentalincluding but oot limired to the

the BSIi, lhe rclrvanl Registrar of

Company B" fbr PAR.I" D ol'rhccompany incorpomted on Septemher 28.

1956 having ils Regisrered Omce ar

Gujarat,396t95;

Scheme means. Nascent Chcmicalunder the provisions of the

ils Registered Office ar 909 Raheja

beloq,:

7

I

68

t.7 . "[ffective Date" meam rhe dale 0n ]yhichbe the lsst ofthe dates 0n which thefulfilled with respect io a particular pan ofset out in Clause l7 of thc Scheme- theAppointed Date. References in thisScheme" or',upon the Schcmc being

1.8. 'GST- means Goods and Services Taxand includes Central Goods and Services TTax, lntegrated Goods and Services lax,Applicable Lawsl

IO "Nome erd Personal Care linderlaking.,Denerged Company A rclating ro itsoperatjng as a going concern and includes {(a) All the assets and properries as on the

(hereinafler refened to as ,the said

Care Undenaking along with(b) All th€ debts. liabiliries. duries and

pertaining to the llome and personal

(e) without prejudice ro the generaliryUndertaking shall include rights overcovering plant and macfiinery.assets and other propenies. real.reversion, present and contingentwhatsoever nalure, assets includingo$er $an lhose forming part ofauthorities. allotments, approvals.contracts, sgreemen$, engagements,

benefits, advanlages. leasehold rights.cons€rlt of the landlord as muy beauthorisatiuns, tradcmarks. trade

copyrights, designs, and other indusrrialmture whatsoey$ including labels,

applications for the above, sssigflmcntsand other guota rights, right to use and

communication facilities. connections.electricity and electronic and all rrtherwhatsoever, prnvisions. funds. and

deposits, advances, recoverables and

kh..n, ol Anohq€npnt

Scheme shall become rff{rctive which shallspecified in Clause 37 ol the Scheme are

Schemc. Upon fulfilmcnt of the conditionsshall be deemed to bc cffective from the

to the date of "coming inro e{lccl ot.thisshall mean the Effective Date;

on th€ supply of goods rnd,/or servicesSate/Union Ienitory Goods and Services

Compens&lion Cess, payable under

lmean the business and undenaking ofrnd personal care chemicals business.

limitation) the fcllowing:Datc in the Dcnerged Company A

pcrtaining to the Home and personal

in Aani Drugs Limitcdiincluding conringrnr liabilities

Undertaking;

above. the l.lomc and penonal Careland, buildirgs, the movable properties

fumiture. fi xaures, vchicles. leasehold

{whether langible or inungible)

and incorporeal, in possession 0fol

in hand. bank balance. inveslments butUndertaking A, claims. prru,,'rs.

leuers oF inteot. registrations. licenses.rights, credits, tilles, interesrs.

:enancy rights, with or withour rhe

goodwill, olh€r intangibles. permirs.

labels, brands, p8tents, patent righrs,iltcllectual pmpenies and rights of any

know-horw. domain naln(s. ur d )grants in respect thereoc impon quotesoftelephones, telex. facsimile and othcr

installalions and equipmcnt, uriliries.of every lind, nature and descriptionof all agreements, allang0ments.

8

whcthcr from governmenr. semi-

ffiW 69

govemmenl local authorities or any otother counter paflics. etc.. all eamesteasemenls, advanlages, benefits.lvhatsoever nature (including bul nor lithe lncomo-tax Act. t96l such as cretminimum ahemaae t{x etc., unul;lisedand Servic€ Tax t aw, VATI Saies T,dsposits or credils, benefits of anycredits, GST inpul credirs erc.) aodownership, powcr or possession orenjoyed by lhe Home and personal Careall permanent cmplolces engagcd irr orUndenaking as on the effective Dare:all records, files, papers, cngineeriagcomputer softwares, rnanurls. datamateriels, list of present and lormerinformation, customers pricingfiorm or electronic firrm in connectionCarE Undertaking.

Explanation A: Whether any particular sssetemployee of rhe Home and personal Caremulually by the Boed of Dirrctors or anvand Resultant Company A:

Exolanadon B: For the purpose of rhis$e Home and Personal Care Undenaking shalland loons 8s agroed between Demergedwill corcr:(a) The liabilities, which arise our of the

Personal Care Unelertating; and(b) Specific loons ond bonowings raised.

operation of the llom€ and personal Care

Liabilities other than those rsfentd ro inrclaable to the Retidual Undenaking A ofgeneral or multipurpose bonowings ofHome and Personal Care Undenaking ol'in whish the value ofthe assets transferred

(d)

(e)

of the assets of Dcmergcd Company A before giving cflbcr r(' lhrs Schcme

lcd to [qncfiB erf tax relief includrng underlbr adlance tax. [axes deducted tt ,,,urec.

khc,r. ol A' ft).ipolent

p€rson including customers. contractors orandlor deposhs. privileges, libenies,

pe rmissions, and approvals of

or credits, benefrls under the Coodslaw, VAT/ sales lax scr o{1, unulilisdd

MODVAT/CENVATlService taxsituate, belonging to or in *le

of or vssted in or granted in I'avour of or

relation to the Home and persrinal (.are

process information, computer programs.quotations, sales and advertising

and suppliers, customeni creditand oth€r records. whelhcr in physicalor relating to lhe llome and psrsonal

employee should be ilcluded as asset oror otherwise shall be decidcd

thercof ol Demcrgul Compan;- A

it is clarified that liabiliries penainrng rothe lisbi,ities, bonowings. debrs

A and Resultant Company A. which

or operations of lhe Home and

and utilized st.rlely for the acliviiies ortng"

(a) and (b) above and nor direcrlyCompany A, being th€ amounrs of

Compan! A shall he allocaled to thcCompany A in the same propoftion

this sub-clause bears to the total valu€

9

9

70

Dtmerged Company A and Resulantidentificslion of the liabiliries to be uapertaining to the Horne rnd pesonal Care

Any question that may arise as to whether ato the Home and personal Care

Directox or any Commitee thereof of

I.10. "ladian Accourting Shndards., or.Ir{r_by the Ministry of Corporate Alfairs underRules,20l5, as amended, modjfied or

l.ll. 'Lirting Rcgulations. means the

arises out of fie activities or operalionsDemerged Company A shall be dccided

Obligations and Disclosure Requirements)notificuions. amendmenrs. modification or anr

t.12. "Mrn[frcturing U'ndertaking'. shall meanCompany B relating to chemicalgoing concern and includes (without limitation)

(c)

(a)

(b)

All the assets and propenies as on ahe

(hereinafter refened to os "the saidUndenaking;

All the debts, liabilities. duties andpertaining to the Manufactrring

Without prejudice to the gen€r&lity ofinclude rights over land. buildings, themachinery, equipment. furniture.properties. rcal, corporeal andcontingent assets (whaher tangible orincluding cash in hand. bank balance.of Residual Undenaking B. claims.consonls, le(eni of intenlengagements, arrangcments" rights.

leasehold rights. sub-letting renancy rilandlord as may be required, goodwill,

IO

10

S.},zin ol Aito'{,e/.,arl

A shall mutually agree upon theto Resultanl Company A as liabilities

Company A ard Resultant Compan). A.

means thr accolnting standards fiolifiedCompanies (lndian Accounting Standanls)

from timo 1() time:

cificd liabiliry pcnains or does nol pertarnof Demerged Compan) A or whether tt

Home and Personal Care Undertaking ofmulual agrcemenl belween the Board of

and Exchange Board of India (ListingRegulations, 201 j and includes any

thcreof;

busincss and underiaking of Demergedof Demerged Company B, operaling as a

following:

Date il the Demerged Company Bpenaining io the Manufacturing

including conringent liatliliiies

ihe Manufacturing Under.rak ing shallproporiies covering plant and

vehicles, leasehold ass€ts and olherin possession or reversion, p.esrnt &nd

of whatsoevcr nAture. assets

but other than those fonning padauthorities. lllotments, approvals.licenses, contrects, agreementj,

tirles. interesrs. benelirs. advantagcs.with or without thc consent of the

intangiblos, permits, authorixtions,

lndenaking.

,t

71

trademarks. rade names, labels.and othff indusrial and intellectu&lincluding labcls. designs, know_ho*.above, assignments and grants in resrights, right to use end avaii offacilities, connections. installalions and8nd all other serviccs ol'ever1 kind,funds, End bcnefiLs of all agreemenrs.and receivables, whethcr fromany othor person including cust;mcrs.eamest monios and/or degrsits,sxomptions permissions, andlimiM to benefits of tax reliefcredit for advance !&\, taxesunutiliscd d€posirs or credits, benefitsset off, (.iSl. unurilised deposir\MOIIVATICF,N V A f/Scrvice ta.rsituatg belonging to or in ihr or,rnership,in or granted in favour ofor enjoyed by tl

(d) all pcnnanenr empkryees engaged in or inas or the Effective Date; and

(e) all records, files, papers. cngincering andcomputer sollwares. manuals, datamaterials, list of present and formerinformation, cuslomsrs pricingform or €lcctronic form in connectionUndera&ing.

Exilanation A: Whether any parlicular asseremployee of the Manufacturing Undenakingthe Board of Directors or any committeeCompany B;

Explanation B: For the purpose of this Schenre,thc Manuf&cturing [)ndertaking shall compriseas agreed benveen Demerg0d Company B and(a) Thc liabilities. which arise our of the

Undertaking; and

patenls. patent rights. copyrighrs. designr.:rties and rights of an-\ nElurc uhJrs(^.vcr

kh?!'ne ol A?ownent

names, 0r any applications lor thcthereol impon quoras and other quora

telex. lbcsimrle and other communication

, libenies. easem€nts, advanhges, be,iefiLs.of whalsoever nalurc {including but not

utilities, electricky 8nd clectronicand description whaBoever. provisions,

deposits. advances. rscovernhlessemr-governmenl local authorities or

or other counler parties, etc.. sll

under the lncome-tax Act 196l such as81 sourcs, minimum a,temale (ax etc..

the VAT/ Sales Tax law. VAT/ sales taxcredits, bcnefits of 6ny unutiltsed

CST input credits etc.) and wheresoeveror possession or conlrol ofor vcsl.cd

Manufacturing Undertaking:

to the Manufacturing I indcnaking

process information, computer pingrarns.quotalions, sales and advenisingand suppliers. customers credi.t

and other records. whether in physicalwilh or relating to &e Manulhcturing

employee should be included as asset orotherwise shall be decided mutualll tlvof Demerged Company. B and Resulrant

it is clarificd that liabilities pcrtrining toliatrilities. borrowings, debts and bans

Company B. which will cover:or operations of Malufacturing

1I

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I

72

(b) Specilic loans and boaowings raised,operation of&e Manufacturing Unde,

Liabilities nther than those referred to inrelauble to the Residual UnrJenaking tt ofgeneral or multipurpose borrowings of DeManufacturing Undenaking ot &"...g";value of the a$se1s transfened under this rol Demerged Company B immcdiarelv belCompany B and Resulunr Companv B shall

to the Manufacluring Undertaking of Demethe acdvities or oper&tions of Manuf0cturing

liabilities to be lransfened to ResutaanrManufaeturing Undenak ing.

Any question that may arise as to whether a

be decided by mutual agreement belweenthereof of Demerged Company B and

"N{tionel Company Law Tribunal" orCompany Law 'liibunal having applicablej

'Nev Equity Shrres" means equity sharessharcholden of Demerged Company B in

"New Seclriaiss" means cquiiy shares or

1. Il,

1. t4.

t. t,i.

Company A to be issued to the shareholders ofClause I l.l ofthis Scheme:

I"16. "Record Date A" means such dare to beResultant Company A in consultatjon with theA affer the s.nction of this Scheme bvempowered to sanc0ion the Scheme, roA !o whom equity shares or RpS of ResultantC ofthis Scheme;

t.17. "Record Date B" mcans such date after Recordof Dircclo$ of Resullant Cornpany B inDemerged Company B aftcr ths sanction of lhisAuthority cmpowered to sanclion the Scheme. ao

S.hr,lc ol Arrangar.nt

and utilizcd solely for the activities or

(a) and {b) above and not directlvCompany B, being rhe amourn oi.

Company U shali be allocsted ltl rheB in rhc same proportion which rhcbears to the toki value of thc assers

giving cffect to fftis Scheme. Demergedagree upon the idenrification oftheB as liabilities penaining t0 the

fied liability pertains or doeq n.,, frn:r,nCompanl B or whcrher il anses oul ol.

of l)cmerged Company B shallBoard of Directors or any Comnritlee

Company B.

T" or "Tribunal. means the Nalr(rnal

Company B to be issued to thewith Clause 27. t of rhis Schemc:

Preference Shares of ResultantCompany A in accordance irith

fixed by the Board of Ilirecrors oi'ol Dircctors of De rnerge<l Company

NCI.T or any Apprr;priate Authoritythe mcmbers ofthe Demerged Companv

A will be allotted pursuant to pan

A to be mutuall) fixed b-v.' rhe t3oard

with the Bosrd of Directors ofby the NCLI' or afly Appnrpriate

the members ()f the Demergcd

il

12/

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73

Compaay B b whom equity shares ofPart D of this Sch€me;

1.18. "Redeemabte prefrrence Shares,, orCompany A to be issued in aecordance wilhRedeemable Profereflce Sharcs have been ser

L 19. ' Il3rnai1i1g Shareholdcrs,, rncans(i.e. allequity strarcholders ofNascent o&er

"RBidual Utrdertskirg A. means &ll lheCompany A, other than rhc llome and

"Residoal Undertaking 9., means all rheCompony B, other than the Manufacoring

"Resultsnt Comptoy A', for pan C of the

"Rcrrltul Compary B. for parl D of the

"Schcme" or the Scheme', or {this

t.20.

1.2t.

t.22.

I .)r

1,24,

Anang€m€nt in its present form or with anyas approved or imposed or directed by thesanctioniog lhis Scheme:

1.25. *SEBI Clrcul*r. means circular Noan) 8m€ndm€n$ thereof issued bv thein regards ol rhe scheme of amngemenl of theIndia including but nor limited ro the circularsMay 2Al7 ,21 September 201 Z and 3 January

t.26. "Shsre Enlitlement Retio A', means theResultant Company A are to bc issued andCompany A pursuant to the Valualion Rcport

111 "S[rre Entillemcnt Rrtio B,' means thcResultant Company B arc ro be issued andDemerged Company B pursuant to the V27.1: at

Srhcnr ol Aaong.ole./t

Company B will be allotted punuant to

means prclbrcncc shares of Resultanllause I I of this Scheme. l"he rerms or.rhe

in Annsxure I ofthis Scheme:

holding 49.51% equiry shsres ofNascenrAarti Co?orate Sorvices l,imired);

and undertakings of DemerccdCare Undertakingi

and undertakings of Demerged

meaos Arti Surfactants t.imitedt

rneans Aani Industries I_imited:

mcans this Composite SchEme of) / emcndm€nt{s), ifany made,

T or ary other Appropriate Authority

17/12 dated March 10. iOi? orand llxchange Board of India l.SEBf.)

listcd on tho slock exchanges inby rhc SEBI on 23 March 20 t7. Zo

in which rhe New Securities of theto the sharoholdcrs ofthe Dem€rged

in accordance with Clause I i. I :

in which New Equity Shares of thero the Rcmaining shareholders of thc

Repon and in accordance with Clause

ti

13

6ffi,\Wi1 /

74

1

z.t.

1.2E. "Yrlurtioa Reporl,, means yaluation r€portCo. Chartercd Aocountants, in co[nectionShare Entitlement Rstio B: and

ln this Pan, unless the contrert otherwisc requires:

. headings and bold typefaces are only forinlcrpreittion;

128ft June, 2018 issued by N. M. Raiji &the Share Entitlement Ratio A and the

k etn? ol A af,ee,,ana

and shall be ignored for fte purpose of

r the words denoting the singular shalt include plural and vice versa:

r rcf€roncss to the word ,'include,,or "including,, be construed rvithout limitation:

r a reference to an articlc, clause. seclion. o, schedule is, unless indicared ro thecontrary, a teference to an srtiele, clause. paragraph or schedule of this Scheme:r rcference to a document includes an

,ovat;on of, that document: andor suppl€ment to, or replacen]enl or

r word(s) and expression(s) which are uscd in thisrepugnant or contrar). to the contcxt or meaning

and not delincd in pan. shall. unlessiind as the conl€xt may rcquirt. h:ve

the same meaning ascribcd to them under the or thc Sccurities Contrscts (Regulations)Act, 1956 or Depositories Aet, 1996 or othe. laws. rules, reguiations, bye-laws, asthe case may be or any slstutory modificalion or thereof from time to time_

Stare Capital

The authorized, issued and subscribcdA/Resuhant Company B for thc tjnanctal

capital of thc Demerged Companyending March 31.2018, bsirg ihc l,iiesr

audited firancial slatemcot of Demergedfollows:

AlResultant Companr B. is as

Therc has been no change in rhe issued and subxritxd shsre capital of

23,01,50J20 l.quitr- sh{rcs of }as. -sl- each I15.0?.5t,60$

8,13,00.000 Equity shares of Rs. 5l- tach

D€merged Compan) A./Resu,rant Company B Ir'larch 31. 2018.

t,t

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75

2.? 'rlre

d4tt

change in the aulhorisrB since March ll,20tE.

snd E[Iective Datc

:hercin in its present formby the NC'I,T or any otherEtive from the Appointed I

hercin in its

ofthe Resultant A as of the

issued and subscribed capilal of

of the Demerged B for thethe latest audited stalemert of

issued and subscribcd capital of

with any modification(s) apflroved orAuthority shall be deemed to

l5

15

l..t

S.heln ol Arro^Or ?nt

paid up

3.

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76

4.1

PART C. Df,MERGER OT HOMI AND

Tranrfer alld ye3ting of thc Home rrd

(a) Wilh effecr lrom rhe Appointedthe whole of ..llome and personalpursuanl to the provisions containedprovisions, if any, of the Act inand relaled provisions contained inthe Appointed Dare including withourduty. excisr dury-, CENVAT cndh

With effecl from th€ Appoinr,ed Dak. rhDernerged Company A shall, in accordance1961, stald ransfcrred to and vest€d in orRe$ultant Compan) A. as a going concern on,

any furthcr acl deed. matter or thing,deemed to be transferred to and vesrResult nt Company A all rights,Pesonal Care tJndenaking. lnUndenaking A and all rhe assos. I

shall continue to belong t0 and beCompany A;

(b) In rcspecl of all such assesUndersking that Bre moyable in naturecapable of hansfer by physical orand delivery, or by vesting andcqxlpments, pursuant to this Scheme.ransferred including cash on hand.vested in the Resultaot Company Aprop€ny and an integrai parr ofrhethis sub-.ciause shall b€ deemed k)delivery or by endorsemenl andthis Scheme. as appropriate tn rhe

shall be deemed to have been

handed over by delivery to Resultanrproperty therein pasSes kr Resulontbe mrde on a dale ao bo muluallyDirectors or Committees thereof ofCompany A;

'drt t d*.'n}.rncat

CARI UNI}f,RTAKINC

Care Undertaking

Home and Personal Carc lJndenaliog ofith Secrion 2( lgAA) ofthe Income-tax Acr.deemed to be ranslerred io and vested inin the foli:wing manner:

and upon the Scheme bccoming cffective.Undertaking" snd its properties, shsll

Seclions 230-232 and all other applicablemce ]yith the provisiols contained herein

other kxation laws in force in India oni, relation !o service lax. cusioms

Value Added Tax. CST erc. and \r ithouttrsnsferred lo and vcsted in and / or bc

in Resultant Company A so as to vsst insnd inter€sts pcflainilrg to the Home andfor the avoidance of doubr. the Residual

ililies and obligations perlaining rheretoin and be manage<l by the Demerged

to fts Home and personal Careincorporeal properties or are olherwise

delivery and/or by endorsementincluding plants. maehinerics and

which are capable of being physicalhstand vested in and/or be deenred Io be

located and shall become theCompany A. Thc vu ing puBuent lo

occurred by physical or constructiveor by vesting and recordal, pursuant to

being vesred and tirle rL' rhc propcn)accordingly or shall be physically

A to the end and interrr tharr rllsA. Such delivery and transfer shall

upon between lhe rcspeciive Board ofCompany A and Resulrant

l6

16/

77

respcctive bfi)ks to record lheinyestmen$ and all the rights. titleCare Undertating in any leaseholdlransferred to and vesrd in or bethe Resullant Companl A and./or beCompany A and transfcrred to andAppoimed Dare:

(d) ln respecl of such of the sssetsUndertaking other thal those relbredshall be fansferred to and vesled invssled in Resultant Company A on the

(e) With effect from the Ap6rinled Dateall debts (inciuding rupee and foreignbonowings. bills palable). lrubrcontingent liabilities, duries andsecured or unsecured, whcthcrdisclosed in the balance sheets of the

ln respect of other assets penaininlincluding actionabf"

"f"i*r, ,uirccoverable in cash or kind or forGovemme[t, semi.Oovemmenlcus[omers. Demerged Company ALompan) A. issue notices in suchstating thal puauant to this Scheme.oth€r assel, be paid or made goodCompany A as rhe pexon enrirleiDemerged Company /\ ao receiyc,to ResulBnr Company A and thar

llorn and Personal Care Undertakingand all other applicablc provisir:ns, if

(c)

or deed, be transferred to or be deemedso ss lo b€come fronr thc Appointedinterest thercon, conlingent liabilities.Company A and it shall nni beor other pnrson who is a pany to anysuch d6bk, liabilities including accrued

62.-nq

#J

5.h.n ol At.o.a.n*nl

the Home ond personal Care Undenaking

. deblors. outstanding loans. advancesre to be received and dcpositj with rheand other suthorities anrl bodies and

on being so requested b) Res[,tanras Rcsultant Companv A ma] specif,

relevant debt, loan. advancc. Jcpclt o,to. or be held on accounr of, Resull{nt

to lhe end and intent that the right ofoa realiie tfte samc, staods t.ansferred

entries should be passed in theirchanges. lt is herebl clarified thar

inle,ests if any. of the Home and personal

ies wilhout any further act oi dccd. t}eto hsve been translbrrrd lo and vestd in

Ito be demerged from the Demergedin thc Rcsultant Company A on rhc

to lhe Home and persona] Canin sub-clauses 4.1(a) to (bj. rhe ssme

be deemed to bo transfered to andDate;

upon the Scheme trccoming effcclive.bans, tinre and clemand liabililies.

including accrued interest rhereoo.of ever1, kind, nature and descriplion.

for or not in the books of account orDemerged Company penaining ro rhe

the provisions of Sections 2j0 to 212, ol'the Act. and without any funher actbe transfcned to Resultanr Company A,the debts. liabilitier including accrued

duties and obligations 0f Resuhantto oblain ths cons€nt of any third parly

or arrang€m€nt by vinue of whichinterest thereon, contingent liabilities,

t?

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78

duties and obligations haye arisensub+lause:

(f) With efFect from the Appointedany statrtory licenses. permissionsCompany A required to c&n).onUndenaking shall stand vested in orto paymc[t of applicable lees ordeed shall be appropriatelytherewith in favour of Resultanlregulstory pemissions,other licensos €tc. sh{ll yest in andifthey rvere originally obtained byincentives, subsidics. rchrbilitationprivileges enjoyed, granted by anyother person, 0r availed of byPersonal Care Undertsking. areavailable ro Rcsultant Company A onto Demergcd Compan) A. as it rhcsanetioned afid/br allowed to Resul|anr

The ransfer md vesting of rhc llomeshall be subjecr to the exisringoncumbrances if any, subsisting overany part thereof relatable to theextent such securitics, charges.liabilities lorming pan oFrhe Home

{h) ln so far as any securities. charges.

compris€d in the Home and

liabilities of the Residual Underakingshall not tre afferted or abatod purslant1o be effective:

Provided funher that rhe securities.

subsisting) over and in respec! of theCompany A shall continue wifiResultant Company A and thissecurities, charges, hypothecatron r_rr

to extend, to any ofthe assets ofthc

(e)

Sdt nc ol Ar@nl,/r,et

ordcr !o givc eff€$ lo the provisions of this

and upnn the Scheme becoming effective,approvals or eonsents held by Dcmcrged

of the llome and personal Care

by fie statutory authorities concemedA and the benefit nf all satutory and

appaovals and consellts, rcgistration orsvailable to Resultant Compeny A asCompany A. In so far es thc variousspecial stalus and other benefits or

body, local authorily or b) an)Company A rolating to the Home and

the same shall vest with and be

fbned (o Resultmt Company A subjecl(if any) and without any t'urrher acr or

same tcrms ard corditions as applicablehad been allotted 8nd/or granbd Bnd/or

Penoral Care Undertaking as aforesaidcharges, mortgages gnd olhcr

in rsspocl of the propcrlies and assets orand Personal Care tjndert king t() theencumbrances ars created lo sccure th€

Personal Care Und€rtakirg;

and mortgagei oyer (he asseG

Care Undertaking are securities foroflhe Demerged Company A. the samethc Schemc and the xmc shallcontinue

hypothecation and mongagcr (it Bny

or aay part thereof of Resultantt0 such assets or any pan thercof of

sh&ll rot operale to enlarge such

and shall not extend or be deemed

and Personal Care l.hdenaking vested

t3

1B{AIr?ra^\,\\

ffif '1'*o \A\W /

79

A in rclalion to the Home andResuhaDt Company A by vinue ofUndenaking with Resultantcrq*e any funher or additionaleffective;

drawn or utilized shall lx deemed

in Resulant Companl, A, providedenlargc the securin ofany loan. rlco

Resultsnt Company A and the saidehher partly or lully by DemergedEffecdve Dale and all rhe loans.

Provided further that all tfie krans.Demerged Company A in relafon k)its bankers and financial institulions

Demerged Compaay A in relation to(within the overall limits sanctionedshall on the Effective Dste be kcatedavailable to Resulrana Company A andA in re lation t0 lhe Home sndagreement shall be construed antiCompany A without any ftrther acr orand

It is clsrified that if {my sssels, (authorities relating to such assats) orschemes, arrangemenls or otler iand Personrl Care Undertaking whichDemergcd Company A is a parry* andCompany A or ro its successor inCompany A shall hold such assersschemes, arrangemenls or otherbenefit of Resultant a'ompary A loUndenaking is being transferred inpermissiblc vl to dg, till such time ars the

5. Legal Procecdings

5.t All legal proceedings of wfrasoever nature b1.

and,lor arising before the fffecrive Dare and

].)

19

uys thrr rhis Scheme shall nor operare toor tacrtit) crcared b1 Demerged Companlrl Care Undenakjng which shall vest invssling of the Home and personal Care

A and there shall not be any ohli::.rrrnn rory thertfore aller lhe Schcme has-bc"omc

Sdltrfia ol Atroryefiant

and other fbcilifi€s sanctioned ro

be dre loans and advancas ssnctioncd toand advances may be drawn and utiliz_ed

A fiom the Appoinled l)are till rheand o*rer facilities so drawn bv

I lome and Personal Care t.,ndenating b),r to. the Appoi ed Da&, which arc panty

:.Home and peronsl Care Undenakingtheir bankers and financial institulions)

loans. advances and other llcilifies madethc obligalions of De,nerged Conrparry

Carc Undertaking under an1 Ioanbccome the obligalion of Resulranron the pan of Rcsultanl Compan! A;

clnims, righls, ritle. intcre:{ in. orcontrac(s, deeds, bonds, agreerEenG.oFwhalsoever in relation to the trome

Company A owns or to whichcannol be tnnsferr€d to Resultant

for any reason whatsoeyer, Demeryedcontracl, deeds, bonds- agreemenrs,ol whalsoever nature in trust for rhe

which the Homeof this scheme.

Personal C'arc

so far as it is

and

inis arlected.

Dcmerged Companl A pcndingto the Home and Personal ('arr:

80

5.1

6.1

U-ndertaling. shall nor be abared or bcsllected by reason of the Schcme or by icontinued and enforced by or againstsame manner and to the same extent asDy or Egatnst Dernorged Companl A.

After thc Effective Dare. if any procsedingsrcspect oFthe maners rcf.crred to in rhc Claucost of Resultanl Companl A and Resultant

Tm€rged Company A agarnsr aI liabilitiCompany A in respect rhereou

Resultant Company A undenakcs tr, havclnrtrated b) or against Demerged Cr..,mpanr ,,transfered into ils namc and to havc theaSainst Resultant Company A as the cascLompany A.

Conlrac&, frceds etc.

and subsisting or having effect on thePersonal Care Undertaking, shall contioue in

Notwithstanding sn,.thing to the coniraryagreement or any odrer instrumenl. but subjectcontracls, deeds. bonds. agrcemenls and other

Company A had been a party thereto_

Result&t Comprny A, al 6ny time afler theaccordance with the provisions hereof. if sointo, or issue or execule deeds, writings,documenB with, or in favour of any pany toDemerged Company A is s party or anyorder to give formal effect to ahe above

Rcsulmnt Comprny A and ma) be cnforced

! *p-y A as fulll and cflectualll as i[ insrea

deemed to be authorised to exccute any such wrand to carq/ ou1 or perform all such formalities,efened to ebove o0 the part of Demerged

nued :r b: in any *.ay prejudicialllcontained in this Scheme but shall be

ied Compan) A. as the case ma! be in lheor mtght have becn continued and enli)rced

: taken against l)emerged Company A in). t atrove, it shall dclcnd the samc al the,mpany A shall reimburse and indemni&und obliguions incurrcd b1 Demcrgcd

lll..r.rT",,y" tegat or orher procccdingsreterred to in Clausc 5.I andior S.l abovecontinued. prose€uted ,nd enforced b! or

may be, to the exclusion of Demerged

rtained in th. conlrac! de€d. bond.the other provisioos of this Scheme. all

k],anv ol4rrawwit

if any, of whatsoevcr naturcDate fid relating to the Home and

force and effect against or in favour o!.effcctively by or against the Resultanlol Demerged Companl. A, the Resultant

coming iuo effect of this Scheme inunder any law or othenvise. rnler

noyations, declarations. or otherany contlacl or arrangement to whichas may be nec€ssary to be executed in

Resultant Company A shall. beon behalfof Demerged Companl. A

complirnces required lbr rhe purposes

:0

20

5.2

6.2

ffiW

I81

1.2

7. f,mplnyces

7.t Upon the coming into eflect of thisengaged in or in relarion ro the Home and Iemlloymenl ei on the Effe.ctive Date shallA from Appointed Date or their rcspectivetne.Provisions ol'this Schemc. on rerrns a,

:hi:h rhey art engaged b., De.ery.A Co,Dreax tn servic€ at a result of the translbr of

ll-r: * * rhe existing providenr fund. g

lnd, ,noU, retiremenl fund or benefiUDemergcd, Company e for rtre employeesPersonal C'are t/ndcnaling (eollcclivcll retol the investments maO. { if,e Funds which

I ]T n"T: ard personat Care Underraking

in temrs of the Schcme shall b.;il;';:their benefit pursuant ro this Scheme in rhe mrsubject to the necessary appmvals andCompany A, either b€ continued as:rbeneln of the employccs engagrd rn rrr inUndonaking or bc transferrcd te and tner(Company A. In lhe event that Resultantrespect of any of the above, Resuluntand pemissions, continue to contribule tosuch time ahst Rcsultanl Company A creates ithe investmenls and contrihutrons pcrtaining IPersonal Core Undenaling shall be

lompany A. Subject ro the rstevanr laws.the Eorrd of Direclors or any commiftee tlCompany A may decide to contjnus fo makeDemerged Company A. lr is clarificd that thc sePcrsonal Core Undenaking will bc treated &rfor the purpose ofthe said fund or li:nds.

Any_ qucstion that may arise as to whether any ethe Home and personsl Carc Undertaking shallCommittee thercof of D€m€rged Company A.

7.3

1|l,:T,:f.:, of Demersed companr Anal C'are Undertaking and who are in such

:,the employees of Resultanr Companldate. whichever is later and. .ubjecr tnconditions not lcss fEyorable lhan thosc on

)any A and without any interruption of orHome and personal Care unA"'rJr,".

' fund and pension and/or superannustionan1

.

other funds or bencfits created b1in or in rclation to the Home anl

to as Ihe "l.unds,,). the I unds and ruchlor cmplo) ees engaged in or in r"*latrun

transfcrrcd to Rcsultanl Comflnr A,ant Company A and shall U. f,etA frr

provided hereinafter. The lrunrls shall.rs and at t}e diseretion of Resultnnt

fuods of Resultanr Companl, A for rheation to thc Home and personal Carewilh olher similar funds of Rosult rr

A docs not havc its oun lLnJ; rnA may. subject to necessery apprrrvalst tlnds of Demerged Company A. unril

own fund. at whish time the iunds anathe employees rclated to the Home artd

lo lhe funds crcaBd hy Resulranr

kh.rnc ol *.ang.':acnt

of the Brnployees of the Home antJbeen conlinuous and not interrupted

oyee belongs to or docs not bclong rrrdecided by thc Board of Drrecrors or

ard regularions applicabtc to ahe ljunds.of Demerged Company A Bnd Resutrarathe ssid contributions to the Funds ol

:l

21

3R,/ I r" \'E\l\ i.i.5 J;EllW I/

82

Taxafiou Mraters

8.1 Resulhnr Company A will be 0rcHorne and personal Care Undcrtaking. Htax crpdits whetier ccntral. state or ,ocal.Undenaking and the obligalions. if any.part of the Home ard personal Care Uretc. shall be deemed to have been availeddeemod ro be thc obligations of Resultantdoes_llot contemplate remoyal ofany asset

duties. cess payable/receivahle by DrmtPrnonal Care Undenaking including allshsll b€ feated as the asset/liabiliry orResultant Company A.

Demerged Company A and Result nrrespedive t&x retums including tax deductedclaim refunds" advanca tax credits, CST cre

which il is insralbd, no reversal ofanr rlxmade by Dcmerged Companl A.

With effect from the Appointcd Dare and

eic., on the bosis nf the accounts ol theDemerged Company A as vested withthis Schemg and its right to make suchcortilic&tes, as applicable, and the righr to csdyance tax credits pursusnt to [he sanclion

8.4

e{Ieclive is expressly reserved.

With effect from the Appointed Date andbrought forward loss of Demeryed CompanyUndertrting shall be canied for*ard toprovisions ofthe Income Tax Act, 1961.

9. Sgvilgofconctudedtranssctions

'Ihe lransfer ofassers, proportics aDd liabilitiesby or against Rosultant Company A above shallalready concluded in Demerged Company A,Undenaking on or after rhc Appoinred Date rill

22

22

payment ol the taxes on an) as\els formingaki,tts,,r thcir crcction and , or inslallarron.Resultant Company A or as the case mal bempan) A. ( onsequently. and as the Sch,:meRestllant Compa[y A from the premises in

needs to be made or is required to be

thc Schem€ becorning effective. sll raxes,Company A relaing to the Home and

any refunds/crediUclaims relating thcreroas lhe case may tre. of

A are cxpressly permi[ed [o rcyise theirsourue (TDS) cenificatey .etums and to

excisc and seryicc tir,r credils, s€t off-

l.natrra q A.lonoefiwtl

vis-a-vis the Home and personal Care

in the relaed ux relurns and relatedrefunds. adjustments, cre{rits, set-offs.

t}is Scheme and the Scheme becoming

the Scheme becoming effective. rhcrelating to the Home and personal Carc

Company A in accordance with the

and the continuance of proceedingsaffect any kanssction or prrxcctlings

relalior to the Home and personal CarcEffectivc Dat,e, to th€ end and intent

of Demerged Company A yis-ri-vis rheit.will be deemed that the benefir of any

ne and Personal Care Undenaking ofCompany A upon coming into ell'ecr of

8.

8.3

I

,W#83

that Rcsulant Compan) A acceprs and

:xecuhd b) Demerged Companl A. in

trust for Rcsultant Companl A. Demergedsaid assets with uunost prudcncc until thc [lWith effcu from rhe AppoinM Darc, all r

Ilmcrycd Company A in rcspccr ot thcexpenditure or losscs arising ro or incurrettHome and Personal Care UnderOking, shalldeemed to be accrucd as the profits orbe) of Resultant Compan) A.

10.3 Demerged Compan-y A in resrlecl of theon the business and aclivities with reasonablewithout the prior written consent of Resulirnemumber or otherwise doal wi'h or disposeor rny part thcrpof except in respecr of actishall it underlake any ncw businesscs withinsubstantial expansion ofthe Home and

10.4 Demerged Company A shall bc entitled loway of preferential allotmenl rights urApplicable L^rws.

r0.5 Demerged Com;uny A, except for the ordinal,

Undertaking in respect thcrpto as done and

10. Co[duct ofbusiness until the ErFective

,0.1 Dcmerged Company A in rcspect of thecarDi on and be dasmed to have bcenstand possesscd of and hold al.l of its

past practices. shall no1 vary lhe terms andconclude settlements with unions or emplsyees,or consislsnt with past practices or pursuantprior wriflen conscnt ofthe goard of Directors

r0.?

It. Considcrafion

ll-l Upon rhis Scheme becomlng effeaive,shares or Redeemable preference Sharcs (i.e. Securitier) ro the shareholders of

23

Sche'i'e al Anagernanl

jop6 all acts. deeds and things done andretatron Io the Home and personal Care

on their behall

: rnd Penonal Care Undenaking. ihallon the busincss snd rclivities and shallend assels lor ard on account of and in

A hereby undenakes to hold theDatc.

profits or incomes accruing dr uristng torme and Personai Care L'ndgnaking orDemergcd Companl A in respccr ot rheall purprses and intcnts he lr(atcd and beor expenditure or losses (as the case mar

and Pcrsonal Care Undenaking shall carrvdiligence. busrncsr prrden"" und .hrll n.,rCompany A, alienalc. charge. mongage.

the Home and personsl Carc t.lndertakingin the ordinary course of busiless nor

Home and Perconal Care Undertaking orCare [/nderraking.

lurther shares and sccurities. either brissuc or otherwise in compliance wirh

ofbusiness and consistent with theof service of the employees or

in thc ordinary course olbusinessany pre-€xisting obligati0n. without theRcsxltanr Cornp&ny A.

Company A shall issue either equitv

ffi\W 84

:f.f* lynanr A, credired as tirt,ysuch shareholden of Oum.rg",r

!u*r*J and whose ;;;;;'#A,on the Record Dare A or ro Jrrln or.*";rother legal ,"pr"r"n,utir., o, or-h.,respective Board of Dircctors in tfie

For.ewV lO (Tcnl eguit! .rhore.s held ine:ury shores shall hwe the oplictn ro;iu.Enti em€fi Ratto A,r.

| (&G)egui!y share hning foce

I (O*) Re &enable preferenceResuttarr! Conparry A.

n.2 The shareholders of the Demergeddiscretion (i.e. eithcr ro subscri"be to ttreShares of Rosultanr Company At;;hb ,;;**1lab!, nodfied to them.in case anyo(ercise *ls olrtion. then such sht(rholders(bmpany A.

(,

(ii)

t 1.3 Upo, this Scheme coming into effcct andUndenaking in the Resultsnt Cornpan) A,Lesullanr Compsny A, rhe lisl ofequity slthe Record Date A, who arc eDtialed toResulant Company A in rerms ofthis Scheme.

Upon this Scheme coming into effe* theof the Record Dsle A shall be enrirled roCompany A as detailed in this Clause I I ofpan

Upon this schgme becoming eflbcrivc, theludher act or deed, issuc und allol lo the !

whose name is rccorder.l in the reqjst€r olRecord Dae A. the Ne* Secuririei ofthe I

l t.4

lt <

Q

)

{tg,

\rr,\

Sd,r.rrl ol arra,{r:hant

d-up.. ro ihe extent indicated below and to

:,-:-i. ,::: hotdins shares in Demergcdol'Mcmbers of m*"rg.a Cn*oi^'c heirs. execulors, adminirtrulcrs ,l.

:-.1 -r:! as may be ,ecosn;J uy *,e

sca oul bc,low.

pd.( ompuny A. th€ h)hter tl \ua.hetther of th( Iollou.ng rtfu .Sltore

of Rt. l0 <:ach of the Resultunt (..ompant

huring j?t<:e value tt/ R_r. tA cach ol th(

A shall exercise the option ar dleir solely shares or rhe Redeemable prefercncc

which shall be adcquse andol Demerged Company A fail to

be issucd equity shares oi the Rtisultant

vesting of the Home and penonal C.areged Company A shall provide ro the's ofthe Dcmerged Compan\ A as onli.rlll paid-up N$ Securilics in the

lers of the Demerged (.ompan1. A asthc Ne}t Securiries uf the Resulfanr

of this Schemc.

Company A shall, without anv; ol rhe Demerged Comp{n_v A

(), the Dcmerged t onrpanl A on rhcCompany A.

2.1

24

I/

85

r 1.6 The Demergol Company A and lheCo,. as the valuer to provide the Vmentioned in Clause I l. I ofrhe Schcme is

lt.7 The Demerged Company A h6dmerchant banker to provide a faimessundcr tho Scheme. ln conneclion widr suchhas issued a faimess opinion dated June 2g.

I t.8 Upon New Securities being issued andshan'holdcrs of Demcrged (irmpanl A inof Resuhrnl Company A hcld b1 rhc Dcnrcduced, carEelled and extingui$hedshareholders of the Resultant Company Aallobnent ofthe New Securities. The reducll shall be cffecrcd as an inlegral prrr ofprovisions of Section 66 of the Ad aod theshall deemed to be also an order underand no separste pmcedure shall be followed

Share irsue mechanics and other

The equity sharcs to be issued and allottedScheme shall be subject to the provisionsAnicles of Association of thc Resulrantrespects with the existing equiry sharcs olthe

All shareholders oI the Demerged CompanyCompany A in dem&erialised fomr. as onSecurities in the Resultant Company A inDemcrged Company A holding equity sharesform, as on thc Record Date A, shall beA in physical form.

12.3 All certificates for the New Securilies held inCompany A to the shareholdcrs oftheir rsspective rcgistered addresses as

Company A (or in the case ofjoinr holdersname stands first in such register of members

t2.1

12.2

Reslliant Company A shall not be responsiblc lDy loss in transmission.

25

Sriaa. ol Al.al,genant

rt Company A has engagod N. M. Rarji &Report. Tbe Share Entitlement Ratio A as

wilh the help of the Valuation Rclxln.

M6*er Capital Ssrvices Limiled d$ rheon the Share Endtlement Ratio A adopted

Master Capiral Services Limited

by Resuhanr Compan; A ro thewirh $is Clause I I, &e equig shares

Company A shall bc deemed to haye tecnany ftnher act or deed on behalf of thebc of no effect on and from such issue andofthe share capilal specified in this Clau:e

Scheme isell ifl accordance with theof the NCI,T sanctioning the Scheme

66 ofthe Acr for confirming the reduclionahe Act.

the Rcsultant Company A pursuant to this(he Memorandum of Association and the

A and shall rank pari pu.;_su in allCompany A.

holding equiry shares in thc DemergedRecord Date A, shall bc issucd New

form. All shareholdrrs ol thcin thc Demerged Company A in physicalNew Securities in the Rssultana Compant

form shall be sent by the ResultantCompany A es on the Record Date A at

in the register of members olDcmoigcdthe address of such joint holder whose

in resper.t of such joint holding) and the

t2

ffit

AI86

For thc purpose of the allorment of rhecase any member,s holding in the Demrbecomes entitled to I fraalion of a NewResullant Company A shall not issueconsolidrt€ such fractions and issuenominated respectively by lhe ResulLantshares and distribute thc net xle proceedsthc members respectivel,r entitled lo the s,entitlemenb in the Resulant Company A.

t2.5 On the approval of thc ftheme by thedeemed that the members hsvc accordedother applicable provision of the Act. asshall, ifand to the exteni requircd, apply forregulaory authoriries, inclutling the SliBlsllotmenl by the Resultart Company A of r

the members of Demerged Company A

t2.6 All New Securities of the Resukanrotherwise shall, subject !o rhe executionApplicsblc Laws and paymcnr of theand on such other recognised stockany. as may be decided by the Board of

t2.7 In the event of rhsre being any pendingoutsta[ding, of any shareholder oltheany Committee thereo{ of the Demergedcas€s, aven subsequent to tfie Record Datetransfer in the Demerged Company A. as ioperaiive as on the Record Date A. inDemerged Company A or Resultenlshares.

t2.8 Unless otherwise dstermined by the Boanl ofDemergcd Company A and thc Board of DiResultant Company A, allotmclr oi Ncwshall be completed wirhin 60 (Sixty) days liom

kh.nz 4 tu.ahr.rrcht

Scclritics in thr Resul0nl Companv A. inCompany A is such lhat the member

Securiry' of lhe Resultanl Company A, theNe* Sxurity to such memberc but shall

New Securities to separste lrusteesA in that behalf. who shall scll such

after deduciion of the expenses incuned) toir, proponion to the respective fractional

ofthe Result*nt Company A ir shall beconsent uhder Section 62(l){a) or any

be applicable. The Resultant Cornpanl AJ obhin an) approvals fiom thc conecrnedthe NSE and rh€ BS[,. for thc irsue and

New Securitie,s of Resultanr Compan) A toto the Scheme.

A issued in terms of lhis Scheme orthe listing agreement, compliance wirh

ftes, be listed on thc NSti and rhe IISI:s) in ln<Jia, and,/or admiled to trarling if

oFlhe Resuhanl Company A.

valid share transfers, whether lodgcd orCompany A, the Board of Directors. or

A shall be empowered in &ppropriateas the case may be, to effecl,.ri"te :urh asuch changes in registercd holder wereto.emove any diflculties arising ao theA, as the ease may b€, in respert of such

or any Commi[ee thererrf. o, the

or any Comminee thereoi'. oi rhein terms of this p{n of lhe Scheme

filfective Date.

:6

26ffi .)

87

12.9 Subjecr to any dispcnsation granred hr rlSecurities alloned pursuant ro Clause Ildepositories systcm undl permission forNSE.

t3. Accounting arer(menl in the brruks of

C)n the Scheme becoming effective andDemerged Company A shall account lbrwith the accounting slBdards prcscribed

r3.r 'Ite Demerged Company A shalldiminutionldepreciaaion. if any) andUndertaking". transfcrre{, to the Resullanlof SEfiion 2(l9AA) ofthc lncom, Tax Acr.

r3.2 The exces of book value oflhe assetsover fie book value of the liabilities of rheResultant Company A. shall be debitedof the Demerged Compan). A.

The approval granred by the shareholders ofshall be deemed to be approval required

ll.4 For the sake of compliance with IndianDcmerged Compafiy A shall debir $eUndenaking !o the reserves as staled inliability. The diflerence between the booklisbility recognized shall be recognizeil in theperiod in accordance with Anrcxurc A to

14. Accounting trertment in rhe books of

On the Scheme becoming ellective andResultant Company A $hBll nccounr lbrwilh the accounting standards prescribedmanner:

kh.,a ol At,ongefi€^t

SEBI. rhe BSE andtor rhe NSll, the Newol the Scheme shall remain fnrzen in the

trading is granred by rhe BSE and the

Company A

e,Fcct from the Appointcd Datc. thein its k)oks ofacaounts in accordance

Section 133 ofthe Act in the following

the book value of rssets (net ofrelating to the '.Home and personai Carc

A in accordance with the provisions

(net of diminution/depreeiation. if arl )and Personal Care tjndenaking.to the

to all free reserves and surpluses

the Demerged Company A lo ihis Schemette provisions ofthe Act.

Standards (lnd-AS) I0, rhevalue of the Homc and personal Care

13.2 above and create a conespondingof the nct assels so debitcd and the

ofprofit and loss accotnt for thet0.

Compsny A

et"llct lrom rhe Appoinred Date. lhein its books ofaceounts in accordance

Section 133 of the Act in the following

27

13.3

IiiBt\{\\\

%f;d )El!W 88

14.I l}e Resuhant Company A shall record th,tne ass€ts and iiabilities hereinafter beingpursuant to this ftheme. at the respecltveof the of the Demerged Company A, relatat the. clos€ of business oi tte auy l,accordance with the provisions ofSection

The Result&t Company A shall credit toAccounr (if applicable) in lls books of acc

t4.2

t4.3

Securities and premium on fi€ RpS iCompany A pursoent to lhis Schcme.

reserves snd surpluses, in tie samcComprny A.

(a) 'fhc Residual Undcrtaking A ofliabilities and obligations penainingmanaged by Demerged Compan) A.

Thc excess of $e Net Assefs over the fbcelhe RIrS allott€d in accordance widr lhe

14.4 ln case lhe Resuhant Company A isdiffercnr fiom that of the Demerged Crthe differcnce in the accounting- p.rlicies beResultant ('ompsn) A. will bc quantified andthe sccurities prsmium account), to ensurc('ompany A reflect thc financial position on

It is clarified that the Rcsidual Undertaking Awi& Dernerged Company A in rhe fofiowin; m

14.5 Nofwithstading t]re above, the Board olsuthorised to account lor any of thesedeemed fit, in accordancc with thethe Acl rcad with the rulos madeAccounting Sbnderds (lnd-As) 103 .

Accounting Principles,

15. Residual Undcrtakjng A of Demergctl

r5.t

Jrhe,,tr qko4gna t

assels and liabilities (the dilleren* betweenned to as the ,Ner

Assgts,,) vesied in ilvalues thereot as appcaring in the books

i to 'tHome and persoml Care-Underraking,":diately preceding the Appoinrcu Lrare in94A)ofthc lncome Tal Acr. l96l

share capital and lhe Securities prcmiumt, the aggregate of face valuq of the :]-ewby it ro the members of the Demerged

of the New Securiaies and premium onerne shall hc credited to the respecliveas debircd in rhc bools of thc l)emergcd

to follow accounling policies that arcA for any nogulatory reasons. the efl.ecl of

lhe D€meryed Company A and thcin the opening reserve (other than

the financial statements of thc Rcsultantbasis of consistent accounting Dolic\.

:tors of the Resultanr Compan\. A is,n an) manner whatsoever. as may be

srandards specified under Sscrion l]}J ofincluding but not limited ro lndian

Combination' ard Cenerally Acccpted

Demerged Company A shall continue

Company A and all rh(} a.sscls.shall continuc lo belong r() and hc

lti

28

89

All legal and orher proceedines b\stature. whether pcnaing on ihe *future, whethcr o, no, in'r"rr".iand relating to rhe Rcsidual Un.t,those rclsting ro an) propefty. IDemerged Companl A in ,"rp.ctCompany A) shatt L continui'

15.2 With effect from the Appoinred Dale ard

(b)

(b)

(a) Demerged Company A slrall becarrying on all busincss andDemerged Company a for unO on it"

AII profit accruing to Denrergedby ir relaring to rhe Residual Urall purposes, be treated as the pmfitLompany A.

16. Altcratioo to the Memorandum snd

l6.l Increase ofthe Audtorised Share Capirai

Upon the Scheme bccoming effeclive, theA as specified io Clause 2.2 of part B of the Swith the number of &e Nsw Securities (i.c.PreGrcncc Shares. as the case may be) toCompany A in accordance wjih &e Sha.c Ethe Scheme shall be deemed ro be thcauthorised sharc capital of Resulant Cnmpauvprwhions of the Act. Accordingly. upon sancthis Scherne becoming effecl.ive, theshall automatically srand increascd without an,.'of Rcsultant Compan) A alicr pa) mcnt .l.rtarnRegistmr 0f Companies.

ts.2 Accordingly, Clause V of the Mcmorandumrelating 10 ruthorized share capital shall.

.]t_Tfi1r1.O.merged Companr A under anr)porntcd Date or which rnal bc initiared in

Iy mafler arising beforc the EffcrtiYc Date

Ir11 * Ty:.ued company A (incturJing,:, *l"i tiabitig, obtigarion or dury. of5-1.,.1r*, Undertaking A ol. Demerged

enforced by or against D"ir..g.d Corprr.u

kltn'a ol At,ohgerna',t

the Eff!"rtive Date:

behalt and

A thereon or losses arising or incunedA of Demerged Company A shaii, lbr

iosses, x lie c&so may be, of Demerged

of Ar$ocislior of Resulrrrli C.ompany A

ned to haye been carrying on and to be

:Yi:C.1. rhe Residual Undertaking A of

either the equily shares or Redeemablc

Company A

share capiEl of ResultEnt Compaoyshall aulonratically stsnd increased

issued ro the shareholders of l)emergedemunt Rario.\. Ihc rcsrrlution approving

of increaso and re+lassification in rheA under Secrion 6l and other applicable

ol this Scheme ard from thc darc of'sharc capital of Resultant Company A

act. instrurrent or decd on th€ pandut-v* and payment of fees pavable kr the

Association of Resultant Company Aany further act, instrumem or deed, be

29ffiW 90

rhe Acdn

16.3 Undcr tfre acccpted priaforessid alterotion vioperative upon the Schof Result m Companyaccorded the relevsnt (the Acl and Section 2lshall not be a requircme

l7 . Complhnce with Appl

l7.l Psn C of rhis SchprovisionVreq uirementspurpose of demerger <r

Company A.

11,2 Prn C of this Schemendemerger,,

as specifiarclovant sections of the Ithe Scheme are foundprovisions al a laier date.

executive interprelation r

the lncome Tax AcL lgrextcnt detemined n€cesshowever not affect othcrmay become necrssary stA ard fie Resultant Cominlerests of the companies

17.3 Upon the &heme beconCompany A are exprosslyNCLI sa.rrctioninq the er

,ided thal thohall becomc

shareholders

resolved and

4 and 6t 0fcl, and there

,a3":yd .Elrered, modified and amended rthe ,ollowing manner:

t-

' i;;; ;;;; ; ;; ; , I"*""ffiI 8 t,3O.OOO reae.maUL preEr"r".Gr.s uil -...-_---.-

Undcr the acccpled principle of Single Wincraloresaid alteration viz. changc in the Ca1Dperativc upon the Scheme becoming effectl)f Resullar Compsny A. uhilc approvrng thrtccorded the relevant consenls as rcquired rrhe__Acl and Section 230 to 2i2 oi the Acr, ohall nol be a requircment to pass seperate resr

lomplhttce wilh Appllcable t aws

an C of this Scheme is presentcdrovisionVrequiremen$ of Sections 2J0 to :urpose of demerger oI tie Home and perompany A.

fi C of this Sclreme has becn drawn up tremerger" as specified under thc l&\ lswrlcrant secrions of rhe Inuomc I a\ Acl. l96ls Scheme are found to be or interpretedovisions !t a laier dale, whether as a rcsult olBcutive interprelation or for any other reasolI lncome Tax Act, 196l shall prevail. TheIcnt detemined n€oessary to comply with thwever not affect othcr parls of the Scheme.y become necrssary shall vesl with the BoanInd lhe Resultant Company A, which power,rests ofthe companies oonccmcd and rheir s

rn the &heme becoming effecrive, the Denpany A are exprossly permitted !o revise thLT sarrctioning the Scheme shall bs dcemed

ffi

tabcne al Affi

to Segion 13, 14 and 6l of the

Amourt (in Rs,)

8. tJ.00,000 I

ls. l0 cach 8, i 1,00.000

Tolal r 6.26,00.000

ru' Cleararce. it is hereby provided rhat rhital Clausc. rclerred abovc. shall become by vinue of the facl thal the shareholderscheme as a whole, have also resolved anrspeclively under Section 13, ,4 and 6t oany other provisions oi the Act, and then

lutions as reguired under the Act.

md drawn up to comply with the32 of the Companies Act, 20t3. tilr rheonal Care Urdensking to the Re!,ultant

comply with thc conditions rclating toincluding Section 2(lgAA) and orher

lfany tcrms or provisions of pAR.t.C oto be ;nconsislenl with an1.. of the sardany amendment ofla* or anyjudicial orwhatsoever, the aforesaid provisions ol.

icheme shall then stand modified to rhe, said provisions. Such modifieation will}e power lo make such amendmcns asof Directors ofthe Demerged Companl.*all bc cxercised reasonably in the bestakeholders-

nerged Company A and rhe Resultarl,ir financial $tstemont!. The order of $eto be an order of rhe NCLT permining

30/

91

18.

l8.r

lhe DemeBed Company A and rhesatemenB tnd books ofaccounts and nothe Demerged Company A ard the Resul

Con8equentiat matters rcllttiag to aar

behalf of, tlome and personal Cars

corrcspond ing dcferred [8x assels.credit, if any, of the Home and personal

Upon the Schemc coming inl,o cffect, n(in the provisions of this Schcme, all

respe,crively shall. for all purposes. btlosses and corrcsponding defbned u:rRcsultut Compsny A.

Upon fhe Scheme becoming effective, therefunds or credits. including input lax cr

18.2

t8.l

arising due to any jnler se fansaction, evenrefuods or credits have lapsed.

Upon the lhheme ba;oming effectirc, anyCompany A to, or for tlre benefir of, rhc llonIncome Tax Act, 196l lvith rospert !o theResullanr Company A to se.k refund IApplicable l,aws. Further, -l'DS

drposiled,by the Demerged Company A perraining !otransactions other then inte, se transactionsamounts were deposhed, TDS certificalesRcsultant Company A. Any TDS deductedCare Urdertaking on inter-se transactiors willResultant Company A.

18.4 lte Resultant Company A is alsoincluding restoration of input CENVA.I eredilany U{nssction berween ar amongst the l.lomeResultant Company A.

18.5 Thc obligarir:n for deduction ol tax or sourceby the Demcrged Company A penaining tounder the Income Tax Acl 1961, CSI'laws,vslu€ added tax or o&er Applicable Lawsor leyies shall be deemad to have been m&deResultrnt Compmy A.

khane ol k.oigenenr

Company A to revise their fiaancialhcr act shall be reguired to bc undertaken hvCompony A.

an).thing ao thc contrary containedtax loss, unabsorbed lossvs and

ax depreciarion, minimum al&marc taxUndcrtaking as on the Appointed Date.as accumulated Ax los$e{i, unabsorbed

unabsorb€d tax deprecialion and of-rhe

lant Company A shall be entitled to claimwilh r€spect to taxes paid by. lor, r.rr on

under Applicable l,aws. whether or norpresuibed time limits for claiming such

DS, ee(i{icaes issucd by the Demergcdand Perconal Care tJndenaking under these transactions would be availablc t0 lhethr: tax aulhorilies in compliance with

ccrlificates issued or TDS returns fiLdHome and Personal Care Undenaking on

continue [o hold good as if such .l.DS

issued and TDS rcturns were filed bv the, or on behalf of the Home and personal

trealed as advance tax deposited by the

permitted to claim refunds, oredi*.deduction in respect of nulli$ing ofPersonal Care Undertaking and the

any paymenl made by o. ro te madeI'lome and Personal Care Undcnaking

tax laws, central sates tal. stateregul&lions dealing \yith taxes, dutiesduly complied with on b€half of (hc

I

316ffiWt

I

J

92

,8.6 Urr. S: Scheme becoming effective, dpermrned to revise iS income-tax retums,

.3.9rrt excise & CITNVAT retums.'l'DS c€nificates. inciuding I DS cenamongst the l{ome and peronal Carelo chim rcfunds, .dvance tax &ndsccumulated losscs etc., pursuant to the

18.7 ln accordrnce with the applicable provrsiunrthe Effective I)ats. the unuliliscd credilsgoodVinpul services lying in the accoun*

l1lry",*l p€rsonar Carc Underrakingcredit of the Resultant Company A, as ifaccount of the Resultanr Compnnl A. l-heentitled !o set off all such unutiliscd credprcjudice ro thc generality of the(including without limitation income rax. laxtax, excise !rx, custom dury and valueCare Undenaking of fie DemergedLaws, shall be available ro and v; in &e

Dechmtiotr of Dividends

'l'he Demerged Company A and the Resultanland pay dividends. wh€rher inrerim or final. rrofthe accounting perio<I prinr to the Ellecdve

(a) The holders of rhe sfiares of rhcCompany A shall, ssve ascontinue to enjoy their existingAssociation including the right to r

O) lt is clarified th&t the aforesaidare enabling provisions only and shallmember of rhe llemerged Companvdemand or claim any dividendsCompanies Act. 201J, .shall be entirelvof Directors of rhe Demergerlrespectively and subject to theCompany A and lhe Resultanr Company

19.

t9,l

Resulranr Company A is also cxpresslythholding t,x rctums, GST retums. sales

lax retums, other tax rcturns. to obta,nrctatlng to transactions betussn .,,

.rng dnd th€ Rcsullant (.ompfln) A and{.E,t crcdits. bcnefit ol carry. forward ol.

Yltm? of Altonqcma,l

ofthis Scheme.

Company A.

Company A shsll be entitled to doclarelheir respecliye sharehotders in rcspr.ct

Company A and *le Resultanl

in this Scheme,pmvided otherwise

under their respeclive Aniclcs ofdividends.

in respect of declaration of <Iividendsbe deemed to confer any right on anv

andlor the Resultanl Company A tosubject to the provisions of the

the discretjon ofthe respective BoardsA and the Resultant Compan_,- A

of the shareholders of the Demergedrcspcct ive ly .

:fCST laws and rules, as are prcvalent onr.:larrnB to (iSl prid on inputsrcaprralthe.l)emerged Companv A p€riaining loall be permined to bc rransferred ro thesuch unutilised credik rere l;rng tr_r the;sutranr ('ompany A shall accordingll beagarnsl the GS1 payable b\ il. Wilhoulall benefiB, incenlives. losscs. oredilsr book profirs. wealrh rar. GST. lervrcctax). to which $e Home ard pe.sonBlA is cntilled to in t€rms of Applicable

l2

32/

93

20. t

PART D - DEMtrRGIR Otr. TIIT

Tntr$fer lnd vesting of tis

With effea from thc Appointed Dare,Company B shall. in acoordance \vitlrsland trsnsfened lo and vested in orCompany B" as a going concem end in the

(a) With cff€cl from rhc Appointedthe whole of .'Manufacturing

Unrlethe provisions cortained in Sectionsif any, of the Act in accordalceprovisions contained in variousAppointed Dare including withoutdug, excrse dut1. ('[NVAT credrrany lurther aot, deed, mafter or thing,dremed to be ransfered to and ves!Resulhnt Company B, allManufacturing Undenaking. InUndertaking Band all the assets.continue to belong to and beCompany B;

(ft) In respect of all such ass€tsmovable in natur€ or ilcorporealphysical or constructivc deliveryvesting and recordal including plants,this Scheme. which are capable ofhand, shall $and yestod in andlorCompany ll wherever locaied andof the Resultanr Ctompany B. 'the

deemed to have occuned by phl.sicaland delivery or by yesting and

the pmperty being vcsted and title rotransferred Bccordingl) or shall be

Resultant Company B to the enri anriResultanl Company B. Such deliverymutually agrecd upon between thethereof of Demerged Company B and

-.1l

33

tan n* ol A!.ong$tcnt

'ACTURING UN}ORTAKII{C

Undertakirg

Manufacturing Undertaking of Demergedrn 2(l9AA) of the lncome-iax Act, 196t.to be transferred to and vested in Resultant

fid upor the Scieme becoming effeclive.and its properties, shall pursuanr ro

232 and all other applicable provisions.the provisions conlrined herein antl related

laxafion laws in force in lndia on theitation in relation to service t&r(, customsValue Added thx, CS't erc. and withour

ransferred to and veslcd in ald / or bein Resultant Company B so as to vcsr intitl€s and intercsts p€naining to ahe

for the Bvoidance ofdoubt, the Residualand oblig&lions petuining therrrro shall

in and be managed by $e Demerged

to thc Ni[anufachring l.tndertaking that arcor are otherwis€ capable oftransicr byby endorscmcni and delivery, or by

machineries and equipments. pursuant tophl,sically transltrred including cash ondeemed to bc vcstcd in thc Resultanl

beoome thc property attd an intcgrol part

puruusnt to this sub-clausc rhall t*.consfructive delivery or by endorsemenr

pursuant to this Sch€me, as appropriate toproperly shall be deemed lo hrive bcen

handed over by deliven tothat the propeny Iierein passes to

transfer shall be made on I datr to h€

Board of Dircctors or CommittecsCompany B;

94

(c) In rgspect of other assetssclionobls claims, sundry debtors.cash or kind or fbr yalue to beGovemmenl local and otherCompany B shall, on being soin such lorm as ResullanrSchemc, ths rr:lelanl debt, han.good to, or be held on occount of.ther6l,o, to the end and inrent thatrecover or realiic the same. standsappropriate entries should beaforesaid changes. lt is herebyand interests ifany, ofthewithout any further act or decd. bchrve been transtbrreti to antldeemed to be demerged liom rhevested in *re Resullanl Compsny ts

(d) In rcspect ofsuch ofthe asseisthan those referrl d to rn sub-clguscsand Yesiod in and/or be deemed toCompany B on he Appointed Datel

With effecr from rhe r\ppointed Dateall debts (including rupee and fr:reignborrowings, bills payable),

contingert Iiabilities. duties andsecured or unsecured. whetherdisclosed in lhc balance sbcers of tfieManu fecruring Undertaking under theother applicable provisions. ifany" ofbe transferred to or be deemed to bebecome from the Appoinred Darc thcthereon. contingcnr liatrilities. duriesi1 shtll not be necessary !o obtain thewho is s party to any contract orliabilities including arcrued interesrobligations have arisen in order to give

(e)

rg to Manufacruring Undertakins includingoutstanding loans, advanccs recoverable in

kEtc ol Att ngrne}r''

and deposils with the Govenlmenl. sEmi-and bodies and customers. Demergedbr Resultant Company B. issue notices

B mry specify $aliog $ar pursuaor to lhisdeposit or other assel be paid or made

Company B as thc person enritledright of Demcrgcd Company B to receive.

to Resullant Companr lland fhatin their respective books to record thefiat investuIlerts and all rhe righrs. titleUndertaking in any leasehold propertics

to and yesied in or be deemed toin the Resultanl Company B .nJ,!r be

Company B and transferrrd to andthe Appoinled Datei

lo the Manufacturing t,lndermking orher.l{a) to (b}, the same shall be ransr"ened ro

lransfened to and vested in llesultant

upon tbe Schem€ becoming eft'ective,Ioans. time ard demand liabilities.

including accrued interesl lhcreon.nfevery kind, nature and description.

for or not in the books of account orDemeryed Company B pert{ining ro rhe

ol Sections 210 to ?32 and allAct, and without any furthcr act or deed,

to Resultant Company B, so as toliabilities including accrued inlerest

obligations ol Resulunr Companr Bando'|'any third pary or other pers()n

by virtue of which such debts.

contingsnt liabilities, duties and

tn the provisions ofthis sub-clause:

,14

34{\

95

(0 With oftcct from thr Appointedany $atutory licenscs, permissions

lompany B rquired ro cary on (

shall stand vested in or transferre.dappliceblc fccs or charges (if any)appropriatcly mulat€d by theof Resultant Comp{ny B endpcrmissions, environmcnaletc. shall vest in and become avaioriginally obtained by Resulant Csubsidies, rehabililation schemes.enjoyed. granted by any Governmentor availed of by DemergedUndenaking, are concemed. the sameCompany Bon the same lermsCompany B. as if thc same hadand/or allowed to Resulunt Compant

(c) Th€ transfer and vesting of thesubject to the existing securitics.any, subsisling over or in resp€ct ofrelaable to the Manufacturingmortgages, encumbrances are createdManufecturing Undertak ing;

(h) ln so far as any securities, charges.comprised in the ManufacturingResidual tJndenalting B of lheaffected or abatcd pursua ro thecffective;

Provided further that the s€curities.subsisting) over and in resp€ct of fieCompany B shall conrinue withR€sultant Compsny Band this Schemecharges, hypothccation or mongagesto any of thc assetj of thcCompany B, provided always that rhissecurity of any loan, deposit orrelation t0 lhe Ma,rufacturing

.is

35

Xne,r ol A,,ang'.n$l

wirhout any further act or deed shall beautfiorities concemed therewith in favour

and upon lhe Scheme becorning eflective.approvals or consenls held try Demerged

em ons of the Manufacturing UndenakingResultant Company B subject to payment of

bencfit of all statutory and rcgularonand consents. registmtion or othcr lrccnses

to Resoltaol Company Bas if thev *erell. ln so far as the various incaotivcs,

status and other bcnefits or pririlcges. ltxal authoritl or by an1 othcr person.

B relating to the Manufacruringvest with and be available tcr Resulhnr

conditions as applicable to t)emergedallotled ard/or grBnted andlor sanciioned

tJndenaking as afrrresaid shail hemortgages and other encumhranccs if

properties and assgts ot any p;i,.t tliercofto the extertt such securities, charges,

s€cufe rhe liffbilities forming pan o,.lhc

and mortgagcs over the as$ctsare securities for liabilities of the

L'ompany B, the same shaij nor beand the same shell continue lo be

hypnthecation and mongages (ifanrsssets or any part thereof ol' Rcsultant

to such assels or any pan thereof ofnot operata to enlarge such securities.

shall not extend or be dcemcd ro extend.Underta&ing vesred in Resultanl

shall not operate to cnlarge thecreated by Demerged Company B inwhich shall vest in Resulant Compan;-

:

t/\J/S

l{;tK,ffiW 96

B by vinue of &e vasting of rheCompany Band there shall not be ansecurity therefore afier the Scheme

Provided further &ar all the loans.Demerged Company B inbankers snd financial institurionsdrawn or utilized shall be deemeaResultant Company Uond the sairJeither parrly or fully by DemergedEflective Dae and all the loans,Dernerged Company B in rolationovenll limits sanctioned by theirEft'eefive Dste bc rcated as loans.Resultant Company Band all thcto the Msnufacturing Undertakingand shall become the obligarion olor deed on thc parl o,' Resultanr

It is clarificd fiar if &oy asssts,authorities rel&aing to such sssets)sehemes, arrangeme s or orherthe Manufacturihg UndcrtakingDemerged Company Ii is a pan)Company B or lo its srrccesso, inCermpany B shall hold such assesschemes, arrangemenfi or otherbercfil of Resuttant Company B totransferred in terms of this scheme, intime as the transfer is affected.

21. Legal Proceedilgs

21., All legal proceedings of whatsoever nature bvand/or arising before the Effeclive Date andshall not be abaled or be discontinued or be inthe Scheme or by anylhing conlained in rhisby or against Demerged Company g. as rhe

samg exte[t as would or might havc becnCompany 8.

kt6ne ol Attodgcne.l

Manufac&ring Undertaking with Resulantobligatior ro create any further or additionalbccome ellective:

advances and other facilities sanctioned krto the Manufac$ring Undertnking by its

to the Appointed Dale, which are partlvbe the loans and advances sanctioned toand advances may be drawn and utilized

ompany B from the Appointed Date rill rhelvances and oaher faci,ities so drawn bvthe Manufacturing Undcnakinglw irhin the

and financial institutions) shall on theand other fncilities made available roof Demerged Company B in relarion

any loan agreement shall be construedCompany B without any funher acr

claims, rights, title, inrercst in. orany contrsclr, deeds, bonds, agreements,

of whalsrxver in relatron to an) ofDcrnerged Company B owns or lo whichivhich cannot be translerred to Resultant.

ior any reason whatsoever, Dernergcdol contracl deeds, bonda acre.emen(s.

of whatsoever nalure in trust for thcthe Manufacturing Undenaking is beingfar as ir is permissible so to do. rill such

against D€merged Compeny B pcntlingao the Manufacturing Undertaking,

way prcjudiciallv affcctcd by rcason ofbut shall be continued and enforced

ma1' be in the same manner and to rhe

and enforced by or againsl Demerged

i6

136f/

//!i/o!{Effiw 97

21.2 Afler lhe Ef,lective Date, if anyrospect ofthe maners refenod to in thccost of Resultant Company B ,ndDemerged Company B againsl allCompany in respect thereof.

,t 'lResultant Company B undertakcs toinitiated by or against Demerged Companytransfened into ils name &nd lo have theagain$ Resultant Company []ar the caseB,

Cotraracts, Deeds etc.

?7.1 Notwithstanding anfhing to lheagrceme or any ofier instrument. butcontracls, deeds, bonds, sgreem€na andand subsisling or having effecr or theUndenaking, shall continuc in full lbroeCompany B and may be enforced effectivelyand eff€ctually as if. instead ofDemergedpany* thereto.

Resultant Company B. ar any lime alleraccordancc with the provisions hcreof. if sointo, or issue or executs dee.ds, writings,documents wilh, or in favour of any panyDemerged Company B is a party or onyorder to give formal effect to the abovedeemed to be authorised io execute anv such

and to csrry out or perform all suchroferred to abovc on the pan ofDemergcd

?3. Employees

23. r tJpon the coming into effect oI this Scheme.

engaged in or in relation tr: theemployment as on the Etlective Da,e shallB from Appointed Datc rrr their respecrire

Sche'ne ol Affonge',ent

are takeo agrinsl Demerged Company B in2l.l above, ir shall defend lhe same ar rhe

Company B shall reimburse and indcmnilvand obligalions incurred by l)emerged

all respective legal or other prmeedingsto rn Clause 2l . I andror 21.2 above

conlinued, prmecuted and enforced br. orbe. to the exclusion of Demergcd Company

conained in the conlr&c!, deed, bond.to the other provisions of this Scheme, allinstruments. if any, of whatsoever naure

Date and r€lating to the Manulacturingellect againsl or in favour of Resultontor against Resultant Company B as fully

8, Resultant Company Il had been a

coming into effccl of this Schenre inunder any law or othen!.isc. cnlrr

novations, declarations. or otherany gontract or arrangemenl !o whichas may bc necessary lo be execuled in

Resultant Company B shall, be

on behalf of Demerged Companv Bor compliances required for rhe purposes

ti.

all employees of Demerged Compan) B

l;ndertaking and who arc in lrchthe cmployees of Resultanr Company

date. whichcver is laier and. subiccl ao

37

22.

1\

98

th€ provisions of this Scheme, on rems$tich. they are engaged b) DemerBed ,

break in scrvioe as a ,*rrn ofOr"-t ar*f".

23.2 In so far as the exisling pmvidenr fund,fund, Uusts, retiremen-{

'lund or benefits

3T.*O Company B fbr rhe cmptoyeesUndenaking (collectivcll referred ro asrnvestneflb made by the Funds which areManufacturing Undertaking beingScbeme shall be rransferrei to Risuttant CPutsua l,o this Scheme in the mann€r pthe necessary approvals and pcrmissionseither be continued as separate Funds ofemployees related to the MsnuFacturingwith other similar funds ol Resuliant Condoes not have its own funds in resrrect ofsubjecl to necessary approrals and permirof Demcrged Company g. until such timetund, at which time the Funds and rhe invremployees engaged in or in relation ,otrensfoned to the funds crealed by ResulLaws, rules and r€gulations applicable tocommiftee thercof of Demerged Company 13continue !o make thc said contribulions to tclarified that the services of the emptoyeesFeated as having been conrinuouo and not inlirnds.

?1 1 Any guestion that mav arise as to whether anvthe Manufacturing lJndenaking shall he deridrtherrof of Demerged Company B.

Tsrr{o[ Matt rr

?4.t

24.

Resulant Company B will be the successorsMarufacturing Undenaking. Hence. it will bewhether centrsl, state or local, avaiied vis_a-visobligations. if any, for payment of $eManufacturing Undenaking or their ercclion

srh.m. al Ailong?n.4t

conditions not less favorable than those on,any B and witltout any interrupticn oror

Manufacruring Undertaking.

fund and pension andlor superannuationany other funds or benefits cresled bv

:1 ,,

:1.,, relarion !o rhc Manufacruring

I ',Funds,,), the Funds and such of lheemployees engaged in or in relation io thc!o Rcsultant Company B, in terrns oi thc

ny I *nd shall bc held for their tlenelllhercinafter.'Ihe F.unds shall. subjecr to

st.thc discrelion ofRcsukant (.ompan\ B.;ultanr Company ts for rhe bencfii r_rf rhc

or be tansfened to and mergedB In rhe event that Resultant C,, rpa,)) tsol the above. Resultanr Companl Li ma,.

continue to cont,ibute to relevant tundsRcsultanl Comp&ny g crcates ils ownnts and eontibutions pertaining to rhcManrlacturing Undertaking shflll be

Company B. Subject ro rhe AppticabteFunds. the Board of Dirccroru or an1

Resultant Compsny Il may decide toFunds 0f Demerged Compnny U. lt is

the Manufacluring Ltndertaking will befor the purpos€ ol' t}e said fund or

nployee belongs to or does no1 beloog rob1 thc Board of Direcrors or (ommtflee

Demerged Company B vis-ii-vis thethat the benefit ofany tax credits

Manufacturing t]ndertaking and theon any assets forming parl of the

/ or installation, etc. sh8ll be deemed to

3B

}L.n..u4!D\ I

/IIA(l=ltr

1,t

99

h::." kn availed by Resultanr CompanyobligBtions of Resultant Company B. Ccontcmplate removal of any assct by Resrs installed. no reverlal ol an, rax creditDemerged Companl B.

24.2 With effeq fmm the Appoinled Date andduties. eess payobh-/receivable bytrndenaking including all or any refunds.rdre asset/liability or refund s/cred it/c laims,

24.3 Demergcd Company IJ and Resultanrrespective tax retums including ta\claim refirnds, advance tax credits. GSTetc., on dre basis of the accounts of theCompany B as vested with ResultantScheme, and irs right to make sushcenificates, as applicable, and the righl ro cadvance ta)r crEdils puBuant to thc san(rionellective is expressly reserveiJ.

24.4 With eflecr from the Appointed Date andbrought forward loss of DemergedUndenaking shall be carried tbrryBrd toprovisions of lhe Income Tax AcL 1961.

25. Saving of concluded lransaclions

Thc transfer ofassets, propeni€s andby or againsl Resultanl Company B abovealready concluded in DemergedUndertaking on or after the Appointed Date rithat ltesultanl Company B accepls andexecuted by Demerged Company B, inrespocl thereto &s done and executed on their

76. Couduct of business unlil the f,ffectiye Date

26.1 Demergcd Company B ;n rcspgct of thebe deemed to hsve been carrying on *re

f{ffi.91 \., ) li;Et l.f i t-,z\ (;, l^-,NrX317

Sctnne ol k$Ww^

B or as $c case rruy be deerned to be 6e, and as the Scheme does nor

Company B from the premises in which itto be made or is reguired io be made by

the Schcme becoming effective. all raxes.Company B relating to the Manufacturing

rclaling thqeto shall tre treated ascase may be, ofResultant Company B.

Bare expressly permtlled to rcvise thcirat source {'l DS) ce.tifiaate# rctums and ro

e,rcise and service tax credits set ofilManufacturing Undenaking of Demerged

B upon coming into elTeci. of rhisin the related t8x returns and rclatedrefunds, ndjustmenls. credits. set-offs.

this Scheme and the Scheme bocoming

the Scheme bc.conring etIective. theB relating to the Manutacturing

Oompany [J. in accordance with rhe

above and the continuance ofproceedingsnot afl'trt any transaction or proceedings

B. in relation to the ManulacturingI the llffeetive l)atc, lo lhc end anri intenr

rll acts. deeds and things done andto thc Manufacruring L,nderraking rn

t)ndcrraking, shall carn on andand actiyiti€s and shall stand possesxd

39

II

/100

kr,en\e ol tnonE(,ne!\

ofand hold all of its propenies and assers for ard on account ofand in rrust for ResultantCompany B. Demerged Company B hcreby underiakes to hold the said assets withutmost prudence until the Effective Dale:

26.2 With effeo from the Appointed Date. alJ thc profits or ineomss accruing or arising toDemerged Company Il in respect of the Llanufacturing Undcrtaking or expenditure orlosses arising to or incured by Demerged Company B in respect of the ManufactlringUndenaking, shall for all purposcs and intents be treated and be decmed lo bc accrued as

the profits or incomes or cxpeflditue or losses (as the case may be) of Resu,tantCompany Il:

26.3 Demerged tiompany B in respect olrhe N4anul'ac{xring tjndertakine shall carrv on the

business and activities with reasonablc diJigence. husiness prudence and shall nor rvjrlxrut

the prior written conscnt ofResultant Company IJ, alienate, chBrge, mortgage. encumber

or otherwise deal with or dispose of the Manufacturing LJndeaaking or any parl thereofexcept in rsspect ofactivities in the ordinary course olbusiness ror shall ir undertahe anyns*. businesses within rhe Manufacturing Undertaking or substantial expansion of theManufacruring Undertaking:

26.4 Demerged Company B shall be entitled to issue lurther shares and securities, eithcr b,v

way of preferential allotrnent, rig:hts or bonus issue or other*'ise in compliance wilh

Applicable Laws;

26.5 Demerged Company B, except for the ordinary course ofbusin€ss and consistent with the

pasl pmcticss. shall not vary the terms and condiiions of service oI rhe employees otconclude settlements !vilh unions or employees. excepl in the ordinary course of business

or consistent with past practices or pursuilnt lo any pre-existing obligation. \rithout the

prior written consent ofthe Board o{'Directors ofResullant Company 8.

2'1. Considcrltion

27.t r.i this Schcrne effective. Resultant

B and rvhose name in the

B on the Record Dale B or to such

administrators or other

of Members of Demerged

OT other successors title as ma.v" be

the

Etrli enrynr 8.alio B").of Direclors

crediled.ls fylly paid-up, to the exlenl indicated bclol} and who are holdjng shares jn

4A

40

New Eouitv Shares) 1o tl

,"'r,11i-UINt, , ',' - 'r"- ir'/:: ' ,tiii, )e[

WZ 101

kh2me ol A, longanenf

4dfi"!,--;###1m;TAnsfriiyVaAup

2?'2 upon this scheme coming into r:ffecr and upon vesting ofLhe Mrnufacturing undertakingin the Resurtant company B. Demerged como*r"a riii' ,-ride ro rhe ResurranrCompary B, the list of the Rcmaining --Srr"f."ij*r'"f *" 'il.r"rg"O

Companv [J as onthe Record Date B, who are cntitled to receive ti,rttr, ,*a_r| N"* Eguity Shsres in theResulrsnr Compsny tsin rerms ot.this Schcme-

27.3 Upon this Scheme comins

as

lhis Scheme eflective, the Resultantfurther act or deed, issue and aliot to ttri

sh all. withour any

Company B on the Date B the

21.5 'l}le Demerged B and rhe Resulrantas the to provide the Vajuation

l\. M. Raiji &Entitlemenr Ratio-FlJ

aluation Report_

TheServices Limited

merchant bankers to a fairness on the Share fntitlemeni Raric, Sunder the Scherne. tn co@

Share is:ue mechanics {Dd otter proyisions

The New Equiry Shares io be issued and alloncd by the Resulr,anr Ctompany ts shall bcsubject to the provisions of thc McnorandLrm ol Associalion and the Anicles ofAssociation of $e Resultant Company Band shall rank puri pu.s,rtv irt ajl rcspects ]vith theexisting equiry- shares of the Resultant Company B.

The Remaining Shareholders of &e Demergcd Company B hoidiog shares in theI)emerged Company B jn dematerialised fbrm, as on the Record Date B. shall bc issuedNew Equity Shares in the Resultant Company B in dcmatcrialised form. .l.be

RemainingShareholders of the Demergcd Company B holding shares in the Demergcd Compan.v B

had

28.1

7,. i. :\*\ +\. n.n -. .Z'/.

-/

\fu)+i.}/

,,11

41/,

1i

/102

klcme ol Aroaqzdet t

in physical form, as on rhe Record Dare B, shall be issued New Equity Shares in theR€sulrant company Bin phy.sical form. -' - !s" u! ''rqeu l

28.3 AII c€rtificares for fiq Ner.l

t**hils,fl*l;T:^lriil.1iffi .l;:1,::f;:T:[rJ:il:;ffi ::r:membeni of Demerg* .;;rj ;il: ;,".:,"rdJrl?i.:l',1-,rJ

"lJ,.J,;lil,;fJoint holder whosc name stands fir:;t ,,,r"n r.g** J, ,.*i"",holding) and fie Resuhanr a.;;,,;.,;"i:,:':'-:','u"*o"tt rn respect of such.iolnt

transmission. Company B shall nert be responsible for any loss in

28'5 0n the approvar of the Scheme by the members of the Resurtant Compar:y Bh shari bedeemed that the members have accorded their consedl under iection 62( lXa) of rhe Acror any other applicable provision of rhe Act. as may be applicabie. The ResuhartCompany B shall" if and ro fhe cmeft req,rircd, appt1. for * ob*,n an1, approvtls lromthe concerned regurarory aurhorities, rnctuding tr,e it-ret nrJ *" *r,, and rhc BSE. nrlhe issue and allotment by the Rcsulrant Cimpany U of tlre New Equir-r Shares olRcsultant Company B to the mcmbsrs ot.Orrl..g",t iorpuny B pursuant to the Scheme .

such shares an! dist ibute rG;;;le ( deductionto the members

same.

any, as may

,gth"I*iig rhutt. ,rbj""t r,, th" _.,*."rti*lf rhilitnili*.ment. comptiance u ith

lTirbr" L':"'a pry

28.7 In tie event of there being any penrling and valicl share transfers, tvhether lodged oroubtanding, of any of the Remaining Shareholder of the Demerged Company B. rheBoard of Directors, or an\ Committee thereoL of rhe Demerged Company B shall beempowcrcd in appropriare cases. even subsequent to thc Record Date B. as the case marbe, to Effectuatc such a ransfer in the Demerged Company f. ,, ii "r.f, .mr., l,

)

consolidate sucl fraEGs ina-lxG

.11

42

r admiftcd lo rrading if

aI/

103

regislered holder were operative as 0ndifficulties arising to rhe Demergcdnay be, in respect olsuch shares.

Unless otherwise delermined by rhe BoardDemerged Company ts and rhe Board ofResultant Company B, allotment of NcwScheme shall be completed wirhin 60 {Sixry

Subject to any dispensarion granted by tEquity Sharrs allotied pursuant to Clausedeposirories systcm until pormission forNSE.

29. Accountilg lre*lmenl ir the books of

On the Scheme becoming effective andDcmerged Company B shall account foraccordancc with lhc accounting $andardsfollowing manner:

29. I The Demerged Company B shalldiminutior/deprceiatiodrevalunlion, if any)Underaking", transferred to the Resullanlof Section 2( l gAA) of the Income Tax AcL

29.2The excess of bool yalue ofdiminution/depreciation/revsluation. if any)Manufacturing Undenaking. to theproportionalely to all free reservcs and

29.3

29.4

The approval granled by lhe shareholders ofshall be deemed to bc approval rcquireel under

Iror the sake of compliance with IndianDemsrged Company B shsll debit ths fbirreseryes as statcd in Clause 29,2 abovedi{ference betwecn the book value ofthe ae1

shall be recognized in the slalement ofaccordance with Annexure A to lnd-AS l0-

'.re.,a ol Attoor*fi.nt

Re{ord Date B. in onler to rcrno}c an}r B or Resultant Compan;- B, as the case

Directors, or any Commi&ee thereof. of theor any Commi8ec thercof. of the

9quin Sharcs in tcrms of this pan of Ihcdays from rhc Elti:crivc Dale.

SEBI, thc BSE and/or the NSE, the Ncwof ahe Schcmo sholl remain frozen in the

trading ir granted by thc BSII anil the

Companl,B

eflect from lhe Appointed Date, thein its books books of accounts inunder Section 133 ot the Acl in thc

the book value nf agscls (nct ofliabilitrcs rr-.lating to the ..Manulacturing

B in accordance with the provisions

the ass€ts transFered (nel olthe book value of the liattililies of rhr

Companl B. shall trc dehiter!ofthc Demergcd Companl B.

Dcmerged Comparry I lo rhis Schcmspmvisions of the Act.

Standards (lnd-AS) 10. theolthe Manutircturing Undefiaking to lh€

create a coresponding liability. Theso debiled and thc liability recognized5nd loss accounl for the period in

il3

43

II104

30. Accouoting treatmetrt ln the tlooks of

On the Scherne becoming effeclive andResultant Company B shall accounr forwith the accounting shnda.ds prescribod

30. I 'the Resultant Company B shall record thethe assets and liabiliries hereinaller beingpursusnt to this Scheme. at the respccliveof dre Demcrged Company B, relating robusiness of rhe day immediatel) precedingprovrstons o,-Sccrion 2( t9A.{) ot rhs lncomc

34.2 The Resultant Company B shall credit ros8igregate face value of the New !"quityDemerged Company B pursusnt to this

30.3 The excess oF the Ne( Asscts over theaccordance wlth the Sch!,mc shall tre crerliretJthe same proponion as debited in lhe books

30.4 In case the Resultant Company B isdifferent liom that of the Demergedthe diffcrence in the accouniing policiesResrltant Company B. will be quanlifisd andthe securities premium account), to cnsureCompany I reflcct the financial pusilion on

Nonyilhst&nding the atrove, tlre Board ofauthorised to accounl for any of thesedcemed fn in accordancc with the accounringthe Act read with ttc rulcs madeAccounting Srandards (lnd-As) t03Accounting Principles.

31. R$iduel Undertsking B ofDemcrged

It is clarified rhat rhe Residual Undenating B3r.twith Demerged Company B in the following

,ll

44

'.n?,lf ol Aran*/nant

Company ts

eflect from rhe Appoinred Date. thein its books of accounts in accordance

Section t33 of the Act in the lbllo*ing

and liabiliries (thc difference bem.eenlo as the 'Net Assets',) vested in it

values lhereof, as appearing in the booksrufacturing tJndertaking,. ar rhe close ofAppointed Dale in accordancc $,ith the

ax Acr, l96l.

share capital in ils books of account. theissued by it to the mernbers of the

value of New Equiry Shares allotted inthe respeclive rescrvcs and surpluses. inDe'rnerged Company B.

to follow eccounting policies that arsI for any rcgulatory reasons, the eiTecf of

the Demerged Company B and thein the opening reseryc (olher ihan

the financial slo(ements of thc Resulanrbasis of consislent accountilg polic\ .

of the Resultant Company B isin any manner whatsocver, as may be

specified undor Section lJl ofincluding but no. limiled lr lndian

Combination' and Generally Accepted

B

Demergod Company I shall continue

,1

/\/'

105

managed b) Demcrged Company Il

statute. whether pending on thefirture, whether or not in respect oIand relating lo the Residualthosc relating to any propen)-,Demerged Company B in respeclCompany B) shall be €onrinued andB.

31.2 With effect from thc Appoinled Dare and

(b)

(a)

All profit accruing to l)emerged

Demerged Company B shall becarrying on all business andI)emerged Company B for and on its

by it relating t0 rhe ResiduBlall purposes, be treated as rhe profilCompany B.

Compliarlc. wia] Appticable Lars

Part D of rhis Scheme is presentedprovisionslrequircments of Sections 2.}0 lopurpose of dernerger of the Msnufacturing

32.7 Pari D of &is Scheme has been drawn up

"demerger." as speci{ied under the ta\relevant sections of the Income Tax Act. lg6lthe Scheme are found to be or interpretcdprovisions at a latcr date, whether as a resultexecutive interprotation or for any otherthe Income Tax Act. 196l shall prevail. Theexl€nt determined ngcessary to comply withhowever not affett othor pans of the Scheme.

may become necessary shall vest with thc

(b)

(a)

All legai and other proceedings by

The Residual Undcrtaking B ofliabilities and ohligations perrainir

32.t

{E( )r$ )E

K\S17

.15

45

l{hane ol anong.aeat

emerged Company B and all lhe assers.lherero shall continue to belong to ant! be

against I)emerged Company B under anyirted Date or which may be initialed in

mafier arising before the Effecrive DaleB of Demerged Compaay B (including

; powe( liebilily, obligarion or dury, ofthe Residual Undertrking B of Demerged

by or against Derrergcd Corrrpan-r

the Effective Date:

lo have been car4,ing on and to berelating to rhe Residual tJndertaking B of

behall and

B thereon or losses arising or incurrc<iI of Demerged Company B shall, for

losses, as the case may be. of Demerged

drawn up to comply with theof the Companies Act, 2013. lbr rho

to thc Resulrant Company l).

comply with the conditions relaring toincluding Section 2{l9AA) and other

lfany tcrms or provisions of pART D ofbe inconsistent with any of thc said

any amendmenr of law or any judicial orwhatsoever. the aforesaid provisions of

shall then stand modified ro thesaid provisions. Slch modificarion will

power to make such amendnrenls as

of Directors olthe Demerged Company

A

I106

B and the Resultanr Company B. whichintcrssts ofthe companies concerned and

Upon the Scheme becoming effeclive.Company Ilare expressly permiated bNCLT sanctioning the Scheme shall bethe Dernerged Cornpany B and thestal€m€nts and books of accounts antl nothe Demerged Company B and the

33.1

31.

Upon the Scheme coming inlo eflecl

Coasequentiol malers relstitrg to tax

in the provisions of &is Scheme. allconesponding deferred tax assstr,crcdit, if any. of the Manufacturingshall, for all purposcs, be treated ascorr€sponding deferred tax asxts.tax credits ofthe Resultant Cr)rnpuo) B.

33.2 Ugrn the Scheme becoming cffective. therefunds or credits, including input taxbehalf o{ Manufacturing Undenaking underto any inter ss transaction, even if thecredits have lapsed-

13.3 Upon the Schemc becoming effcclive, anyCompany B to, or for the benefit of. the'fax Act, 196l with rcspecl to the inter se

Company B to soek refund of from the tax

Laws. Further, TDS deposit€d, TDSDemerged Company B penaining to theother than inter se transactions shali continuedeposired, TDS cenificates were issued 8ndCompany B. Any 'l'DS deducted by, or oninier-se tasactions will be reated as

B.

13.4 fie Resultant Compary B is also

including restoration of input CENVAl'

46

kheh. of Artontehck(

shall be exercised rcasonably in the bestslakcholders.

Demerge<i Company B and the Resultanrtheir financial statemenls. 'I.he order ol the

to b€ an order of the NCLT perminingCompany B to revise their financial

uct shall be reguired lo be undenaken bvCompan) B-

an),thing to the contrary containedtax loss. unabsorbed losses and

tax depreciation, minimum alaernare taxes on the Appointed Date, respectivel,"-

tsx losses, unatrsortxd losscs andtax depreciation and minim[m altemars

Companl B shall be entirted ro claimwith respect ro taxes paid by, tbr. or on

Laws, whether or nor arising duerime limits tor claiming such reiirlrJs ur

certificales issued by $€ DemergedUnderuking uoder thc lncome

would be available (o the Resukanl

in compliance with Applicable

issued or TDS rctum$ tiled bv theUndertaking on transactions

hold good as if such 'll)S anounrs wereTDS returns werc filed by the Rcsult&nr

of the Maouf'acturing Lirdenaking on

ra\ deposited by th€ Resullant Company

pcrmitted to claim refunds, credits.

tax deductir:n in rcspect ofnulliliing of

I107

sehEne ol a@n enent

any o?tnsaction behvsgn e1comp.ny B. " amongst lhe ManuFacturing tJndertaking and ihe Resultanr

33.5 -t'trc obligation for deducrior

,1"ll:TJffi dilt[],#1"..,,:T;1,,,:],ff :111i:::#J,::"m

fi ,[J:::'#j:j"*i:,11;';:t ::iJ! :ffi;::' J,iXl;]Tli,I';: ;.1,,::Company g. ucsr) made and duJ-v complied wirh .n behalf of rh. R.,;,;;;

33.6

33.7

31, Declara(ionofDividends

B and the Resultantdi

thc account@ pnor to lrftlctive Datc,

'l he holdcrs ol rhe shares of the

Upon rhe Sclreme becomine effip-crmitred ro rcvise its ir."r;-,"..1:i:tl lhe

Rcsulrant company B is aiso expressl-vta\ rerums..*.*. &t;N;,.;i;1.."'"s. withhrrrd,ng ra\ rcrums. (l Ds cenificares. incruding ; ;r:':: ;:::: ..;il;l ;,'n :;:H::i:'";Hamongst thc Manulacttiring Unde

'- '-'!J r'dtrrrg Io lransacll()ns hctwggfl 6.refunds. acivance * ,#;;;;;:lj,tn^g

and the Rusultant compan.r Band ro craimaccurnxrated,,,,., ;;., ;;;;;;",r. r1.fi ,":::l;,,ff i;.:r

carry rc,nvard or

ln accordance with thc applicablethe Effecrivc ,*.:- ;"":;;i:

provisions,f cST laws and rules. as are prevatenr ongoodvinput ,.,uil; ,;;;- ,"';'J:cd

credirs -relarins

to GS-r paid

rhe Man u raururins Undenak i ns *::'::f:.,:;r;r;J..il:.; ; ;ff :::: TlRr'sultanr ('ompany B. as ifalisu,

ru oc rranslcrrcrj lo the creoir or rhcn.rutr.nt co,np*i ;. il ;.J:::Ttiji'"d

credir were lving ro the accounr or rheoffa such ,J;;:";.;;,l;surlanr Compan) B shalt accorJinprr bc enrirtcd ro ser

iil,;#,",H.'xrx:?*1::,,1.:iryji:qi:.:m:r*r,:$:custom duty *o ,rir" loo"i *'k

profiG $ealth tax cs l. senice tax. e,(cisc ta\.uemerged Company B is entjtled rl ,L:li.ch

the Manufacturing tjnoenaking of rhe'

uro 'r" i",l,. i.];ffitil::"r;'n terms ofApp/icable Laws. shall be ruuirabr. rn

34.1 TheB shall be entitled ro declare

s ha.eho ldirsin-

Rcsllhn r

olhcrwiseB and rhc

cootinue to their under thcira** ;orim i n. t uaine .t ;righ r,;;";"';ffi:

i,

47

,ltr,

lli i

1\A\,,

108

Jl1_-lfs_glrlleq_1fi3!-!i,!e aroresaid

l*]:i"", of dividenrls_

s<.hema ol atrongr./lenl

ompanl B?igJ" ml,l ",,,).

____L

{8

48

l- a--:::.

7.C"-::"|\,l/,s'i' Vi,\vi;-- l"7lWu/

n

/l

109

Jl1_-lfs_glrlleq_1fi3!-!i,!e aroresaid

l*]:i"", of dividenrls_

s<.hema ol atrongr./lenl

ompanl B?igJ" ml,l ",,,).

____L

{8

48

l- a--:::.

7.C"-::"|\,l/,s'i' Vi,\vi;-- l"7lWu/

n

/l

110

PART E _ OTEf,R SIGNIFICANT

Application to NCLT35.

35. t Thc Dcmeryed Company A/Resultanr

_*l..rt* Company B shall. as ma) bepetrtions to the NCL'l- under Sections 2J0 toprovisions of the along with rheseeking orders for dispensing with ormeetings of mcmbers andlor-creditors andmod-ific8tion as may be spprovgd b-y the

35.2 Upon tfiis Scheme bcing approved by riecreditors of the Demerged Cnmpany

1j Oeyrsea Cornp"nl n ,e.p"crir"ty

11lesult{nt:oTeany B" Resuttanr Companyall rcasonable dispatch, file rEspectiveScheme under Sections 230_2i2 of thedr, NCLT Rules, 2016 along with appticableand for such other order or orders. as thernlo effcct-

Upon this Scheme bccoming cffective, the sA/Resultant Company B. Rssultant Compan"r

35.1

36.

36.t Demerged Company A/Resulunl Company t),Company B by &eir rcspective Boanj of Direcrth€ respective Board of Directors may aurlcommifiee theraof. may make and/or consentScheme or to arty condilions or limitations thardeem fit to direct or im;rose or which may othenor appropriatc by thcm. l)emergcd CornpanlCompan) A and Demcrgcd Companl B by rheirother person or p6fsons. as the rsspe€tive tsoerd

deemed to have also aucorded theirCompanies Act, 2013 for giving effect to rhe

Modificsiiotr or ame[dm€rts lo lhe Scheme

any committee or sub-commi[ee ihcreol shallmay be nccessary, desirable or proper to resolwhether by retson of any directive or orders any oti€r aurhorities or othen\ ise

49

]ifew of Ar.onla,,cht

USf,S RELATING TO THD SCIIIMf,

IJ, Resuhanr Company A andmake necessary appticarions undlo,

of the Companies Acr" 2013 ana urirerprov.isions of the Cornpanies Acf 2013rening. holding and conducring o, rheIor sanclion of this Scheme with suchT and all matlers ancillary ot incidenkl

mqlorjty of the shareholders and('ompany Il, Resultanr Companv A'.required). rhe Demergcd Compan)

and Demerged Company B shall. r+;ttrbefore the NCI_ f for sanction of this

Act. 20 t3 and other pmvisions ol.of the Companies Act, 20ll

may deem fit for putring this Scbeme

under ail relevant provisrons ol.thecontained in rhis Scheme.

Resultant Company A and Demergedor such olher person 0r persons. asincluding any comrninee or sub-

any modifications/amendments to lhe

:holders of the Dcmerged ( ompanlarrLl l)emcrgcd (ompanr B shall ht

NCI-T or any other authoritv ms!be considered n""".*ry. d"iirubt"

A/Resultant Company g, Resultanlrcsp€ctive Board of Directox or suchof Dirtctors may authorize including

authorised to tEke all such steps aan1' doubts. dilliculties or quesrions

,}WI ,;)'\

t,.. ,r

J9

111

36.2

taheme al Arftngentetl

howsoever arising out ol 0r urder or by virtue ol the Scheme and/or any manerconcerncd or connected iherewith. ln case. post approval of the Scheme b-r.. the NCLI..there is any confusion in inlerpreling any clause of this Scheme. or othcnyise. Boardof Direclors of the Demerged Company A,/Resultant Company B, Resultant CornpanyA and Demerged company B respectivery w;fl have comilete power to rake the mostsensible interprelation so as to rendor the Scheme operational.

For the purpose ofgiying etrect to this Scheme or to any modifications or amendmentsthereof or additir:ns thercto. the Board of Directors of rhe Demerged CompanvA-lResuitrnt Compon-v B. ResuJtant Conrpany A and Dernerged Company tsrespectivcly may give and are hereby aulhoriscd to dctermine a'nd give lll :uchdirections as are necessary including directions for serling or removing ary question ofdoubt or difficulty that may ariso and such detennination or directlons. as the case maybe, shall be binding on all panies. in tie same marner as if rhe samc were specificallyincorporated in this Scheme,

Eflectiyetress of t[e Sc]eme

Subject to the provisions of this Schrme, &is Scheme shall become efTectiye on rleIater oftbe lbllowing dates the ,,Effective Date,,):

(a) the Scheme being agreed to by the respective requisite majorities of the variousclasses of members and credltors (lvhere applicabie) of the Demerged CompanyA,/Resultant Company B, Resultanr Company A and Demerged Company B asrequircd under the Companies Act, 2013, and the requisite orders of rhc NCI._T.and other authoritie.s being obtained;

(b) receipt of such olher sanctions and approvals includirg sanction ol anyAppropriate authoriry including rhe SEBI, the BSE, the NSE or from anl.otherauthority from whom sanction or approval may be required undcr ApplicahleLarvs in respe* of the Scheme bcing obtainedt and

37.

37.1

(c) the certified copies ofthe NCL'I orders ret'ened ro in rhis Scheme being iilcii ir iihthe Regisrar of Con:panies.

CoDditionalitl, to the Schemc

The Scheme by the majority in number and yalue ofsuch olasses of the ti're

and

-r d.

38.1

i0

50

zZ:t''rt<l\

112

t8 l

I9.

(0 )

(.)

l-he ssnction ol r-. $ l l'trndcr Sections ll0-l-ll o

er'3ed ( otrtpanr ,\'Rc:ttl(itnt ( tlm'onlpJn\ l, i-,c inl oht.ttttc.l.

\chFne tl Att)nnetne't

Cornpanies Act- 20I I in

ll. R!'sLtltrnt ('LrttlPanr

) ppro!ill ol the hcnrc. hr thc St$cl( li\chrtniles' rsu.rn I to Ilc!ul.iiion.i7 ()l'

tlrr: SI: [] I 11. tstttt .rr,-nirt RcgLrlrt iont lttI5

bcLu ccn such St

i\ pproVa I ol' thc hcrre b1' lhc Sl- Bl rn tcrnls ol'S[: Circulars: and

l. I' sanctioning ths S,Jhcnl'J

by thc Demcrged CortPanl

Dcmctscd Ctrn'lPJrl\ []. 3\

I ol Sl,Ul ( ircular Nr.'

'1hc Scltcrre sha ll bc

l,.r'rst-schcnrt Plicl uP sharc

:tltritr shltres illlt)il.d (o (hc

lll\ out (!l thr' [)e

A and [)cntclgcrl

(il

(gl

(h)

F.rch Scction of the Schcntc shall be given cflcct as per thc

hrurt p uv.rlccl Iirr in lhc Scherrc f'lch $'ti\rrr i5 rnJcPtrl'

thc Sthcrrrc dod i\ scIcrahlc' I-hc Sche'rne shall hc cllc

liLrnr thr sharcholdcrs / crcditors / statutorl rL'Eulatort' a

rc.rs(,n tlral thc []trard ol Dirccl()rs nlrr dcInt lit thcn this I

Schcrnc [tiling lt sh.rll ilc r)pen t() [l]c conccrncd lloard ')l l

\uclr Iilrll)] '.'t rlt': Si:llcrrrc ltrld irttplerrlcnl lllc resl r

nr$(lil r(xt i()n

( hangc ol :r*amc

lhc Scltcmu bcing irpprovrd br :lrlrcltoldtrs o{ llr

rrrr ol poslal hallot arrcl c-\oting in tcrnls ol" Prra 9

( rrtular'\o. ( l:t)il)ll.ll('lR 2{lI7II datcri N'llrch l

Sthcntu shall hc aetcd upon onlr il the \olcs cast I

tirvour ol the Proposxl are Itlore than (he nLttllbcr

shareholdcrs against it.

I)cntcrgr:d (otnPanr \ b1

l'Anncrurt - I 1(, the Sljf){

. l0I ? .rnd prolidcd tlral thc

thc publiu shareh,'r lticrs in

ol v0tes cast b-'- tht Prrblic

hronoltrgf in whiclr it has

()l thc 0lher Scctii'n "l'i\,!'upon sancliorl ol lht

lic. or lirr ant othcr

ll n,tt rC>Lrlt n thc rrhrrle

Crt('t\ l1) c()n\!l'll lt) \!\el'

l lltc Srl'lcllrc \\illl \tl(ll

act or decd. thc RcsLtltlnt

N( l,l. llo\ c\er. lailurc r-ri anv ollc parl oI ons Sccticrn lirr lack oi t'tccc:san it;'Pror ul

ir

6jll,i't,, ^ .n.t I)t:. l"rtrre l{riltt

i9 I

51

r(

113

Scheme of Arrangement

39.2 The name of the Resultant Company wherever it occurs in the respective

Memorandum and Articles of Association shall be substituted by the new name i.e.

·'Aarti Surfactants Limited''.

39.3 The Scheme being sanctioned by the NCL in terms of Sections 230 to 232 read with

section 66 of the Act and other relevant pr visions of the Act and the requisite orders

of the NCLT.

39.4 It is further clarified that the Resultant Co, pany A shall not be required to pass any

resolution under Section 13 and other ap licable provisions, if any of the Act, for

Change of Name of the Resultant Campa y A as envisaged in this Clause 39of the

Scheme and that the members of the Resu tant Company A shall be deemed to have

accorded their consent under various prov is ons of the Act and Rules made there under

to the change of name in terms of this Sche

40. Effect of non-receipt of approvals

In the event of any of the consents. appr vals. permrssron. resolutions. agreements.

sanctions or conditions enumerated in the cheme not being obtained or complied. or

for any other reason, this Scheme cannot b implemented, then the Board of Directors

of Demerged Company A/Resultant Com pa y R. Resultant Company A and Demerged

Company 8 shall mutually waive such con itions as they consider appropriate to give

effect. as far as possible. to this Scheme and failing such mutual agreement the Scheme

shall become null and void and each part shall bear and pay their respective costs,

charges and expenses in connection with thi Scheme.

41. Costs, Charges and Expenses

All costs, charges and expenses including s amp duty and registration fee of any deed.

document. instrument or NCL T's order in luding this Scheme or in relation to or in

connection with negotiations leading upt the Scheme and of carrying out and

implementing the terms and provisions of ti is Scheme and incidental to the completion

of arrangement in pursuance of this Sche 1e and all other expenses, if any (save as

expressly otherwise agreed) shall be bor e and paid by the Demerged Company

A/Resultant Company B .

. n. Miscellaneous

Till the event of this Scheme being effecti e AIL, Nascent and ASL shall continue to

hold their respective Annual General Meet ng and other meetings in accordance with

the relevant laws and shall continue to com ly with all their statutory obligations in the

same manner, as if this scheme does not exi t.

**

52

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115

gokhale & sathe (regd.) c h a r t e r e d a c c o u n t a n t s

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E m a i l – o f f i c e @ g o k h a l e s a t h e . i n

Date: 26.6.2020

STATEMENT OF TAX BENEFITS

To,

The Board of Directors


Dear Sirs,

Sub: Proposed Listing of Equity Shares and Redeemable Preference Shares under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI ICDR Regulations"), certification of special tax benefits to Company and preference shareholders

We hereby confirm that the enclosed annexure, prepared by the Company states the special tax benefits

available to the Company and its shareholders under the Income Tax Act, 1961 ("Act") presently in force in

India. In compiling these special tax benefits, the company management has considered only those benefits

which are specific to the nature of activity of the company. Certain of these benefits may be dependent on the

Company fulfilling the conditions prescribed under the relevant provisions of the Act. Hence, the ability of the

Company to derive the tax benefits is dependent upon fulfilling such conditions, which based on the business

imperatives, the Company may or may not choose to fulfil. Benefits available to Corporates and Shareholders

in general have not been considered.

The preparation of the contents stated is the responsibility of the Company's management. We are informed

that this statement is only intended to provide general information to the investors and hence is neither designed

nor intended to be a substitute for professional tax advice.

Our confirmation is based on the information, explanations and representations obtained from the Company

and on the basis of my understanding of the business activities and operations of the Company.

We do not express our opinion or provide any assurance as to whether:

(i) the Company will continue to obtain these benefits in the future;

(ii) the conditions prescribed for availing the benefits, where applicable have been/would be met; and

(iii) the tax benefits available to shareholders have been evaluated based on the present rules and regulations

existing.

This report is addressed to and is provided to enable the Board of Directors of the Company to include this

report in the Information Memorandum prepared pursuant to implementation of Composite Scheme of

Arrangement between Aarti Industries Limited and Aarti Surfactants Industries Limited, to be filed by the

Company with the Securities and Exchange Board of India and the concerned stock exchanges.

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Limitations:

Our views expressed in the statement enclosed are based on the facts and assumptions indicated above. No

assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views

are based on the existing provisions of law and its interpretation, which are subject to change from time to time.

We do not assume responsibility to update the views consequent to such changes.

Yours faithfully,

For Gokhale & Sathe

Chartered Accountants Firm Registration Number: 103264W

Tejas Parikh Partner Membership No.: 123215 UDIN: 20123215AAAABT4714 Place: Mumbai Date: 26.6.2020

TEJAS JATIN PARIKH

Digitally signed by TEJAS JATIN PARIKH Date: 2020.06.26 12:48:02 +05'30' Adobe Acrobat Reader version: 2020.009.20067

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E m a i l – o f f i c e @ g o k h a l e s a t h e . i n Annexure-I

The information provided below sets out the possible tax benefits available to the shareholders of an Indian company in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the subscription, ownership and disposal of equity shares/redeemable preference shares, under the current tax laws presently in force in India. Several of these benefits are dependent on the shareholders fulfilling the conditions prescribed under the relevant tax laws. Hence the ability of the shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which, based on commercial imperatives a shareholder faces, may or may not choose to fulfill. We do not express any opinion or provide any assurance as to whether the Company or its shareholders will continue to obtain these benefits in future.

The following overview is not exhaustive or comprehensive and is not intended to be a substitute for professional advice.

Investors are advised to consult their own tax consultant with respect to the tax implications of an investment in the Shares particularly in view of the fact that certain recently enacted legislation may not have a direct legal precedent or may have a different interpretation on the benefits, which an investor can avail.

Our views expressed in this statement are based on the facts and assumptions as indicated in the statement. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent to such changes. Reliance on this statement is on the express understanding that we do not assume responsibility towards the investors who may or may not invest in the proposed issue relying on this statement.

STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE COMPANY AND TO EQUITY AND PREFERENCE SHAREHOLDERS UNDER THE INCOME TAX ACT, 1961 ("the Act")

The under-mentioned tax benefits will be ordinarily available only to the sole/first-named holder in case the Equity Shares are held by joint shareholders, unless the joint ownership is satisfactorily proved.

I. Special benefits available to the Company

1. As per section 35(2AB) of the Act, the Company is entitled to weighted deduction at the rate of 150% on scientific research and development expenditure (except on land and building) incurred by the Company on in-house research and development facility as approved by the prescribed authority [deduction would be restricted to 100% w.e.f 1st April 2020 i.e. Assessment Year 2021-22)]

2. As per section 32(1)(iia) an additional depreciation equal to 20% of the cost of machinery is available to the company. power. The said additional deduction is available for any plant and machinery (subject to certain conditions) acquired and installed after 31st March 2005.

3. As per section 10AA, the Company is entitled to deduction with respect to its units set-up in Special Economic Zone (SEZ) which begin to manufacture or produce articles or things or provide services on or after Pt April 2005 but before 31st March 2020. The deduction is allowable as under — For first five consecutive years from the year in which unit manufactures or produces articles or things or provides services - 100% of the profits and gains derived from the export of such articles or things or services For next five consecutive years - 50% of the profits and gains derived from the export of such articles or things or services For next five consecutive years - amount not exceeding 50% of the profit as is debited to the profit and loss account i and credited to a reserve account created and utilized for the purposes of the business in manner laid down in the Act

4. A Under section 115BAA , the company will be entitled to a concessional tax rate of 22% if it opts not to claim any of the deductions mentioned above or any other deduction under chapter VIA of the income tax act 118


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E m a i l – o f f i c e @ g o k h a l e s a t h e . i n except for the deduction under section 80JJA, The company opting for the concessional rate will also not or a set off of loss carried forward and attributable to the deductions under 10AA , 32(1)(iia), section 32AD or 35(2AB). The option once exercised cannot be subsequently withdrawn.

II. Resident Shareholders

1. No income tax is deductible at source from income by way of capital gains arising to a resident shareholderunder the present provisions of the Act.

III. Non-resident shareholders other than Foreign Portfolio Investors ("FPI")

1. In respect of non-residents, the tax rates and consequent tax applicable will be further subject to any benefitsavailable under the Double Taxation Avoidance Agreement (the "DTAA") between India and the country ofresidence of the non-resident/ NRI. As per section 90(2) of the Act, provisions of the Act would prevail overthe provisions of the DTAA to the extent they are more beneficial to the non-resident/ NRI.

2. As per section 90(4) of the Act, an assessee being a non-resident, shall not be entitled to claim relief undersection 90(2) of the Act, unless a certificate of his being a resident in any country outside India, is obtained byhim from the government of that country or any specified territory. As per section 90(5) of the Act, the non-resident shall be required to provide such other information, as mentioned in Form 10F.

3.As per the provisions of section 195 of the Act, any income by way of capital gains payable to non-residents (other than LTCG exempt u/s 10(38)) may be subject to withholding tax at the rate under the domestic tax laws or under the DTAA, whichever is beneficial to the assessee unless a lower withholding tax certificate is obtained from the tax authorities. However, the non-resident investor will have to furnish a certificate of his being a resident in a country outside India, to get the benefit of the applicable DTAA and the document as notified under the provision of section 90(5) of Act.

IV. Non-resident shareholders — FPIs

1. In respect of FPIs, the tax rates and consequent taxation will be further subject to any benefits availableunder the DTAA between India and the country of residence of the FPI. As per section 90(2) of the Act, theprovisions of the Act would prevail over the provisions of the DTAA entered between India and the countryof fiscal domicile of the FPI, if any, to the extent they are more beneficial to the FPIs. Thus, FPIs can opt tobe governed by the provisions of the Act or the applicable tax treaty, whichever is more beneficial.

2. As per section 90(4) of the Act, the FPIs shall not be entitled to claim relief under section 90(2) of the Act,unless a certificate of their being a resident in any country outside India, is obtained by them from thegovernment of that country or any specified territory. As per section 90(5) of the Act, the FPIs shall be requiredto provide such other information as mentioned in Form 10F.

3. As per section 196D(2) of the Act, no tax is to be deducted from any income, by way of capital gains arisingfrom the transfer of securities referred to in section 115AD, payable to an FPI.

V. VENTURE CAPITAL COMPANIES/FUNDS

Under section 10(23FB) of the Act, any income of Venture Capital Company registered with SEBI or Venture Capital Fund registered under the provision of the Registration Act, 1908 (set up to raise funds for investment in venture capital undertaking notified in this behalf), would be exempt from income tax, subject to conditions specified therein. Venture capital companies/ funds are defined to include only those companies/ funds which have been granted a certificate of registration, before the 21st day of May, 2012 as a Venture Capital Fund or have been granted a certificate of registration as Venture Capital Fund as a sub-category of Category I Alternative Investment Fund. 'Venture capital undertaking' means a venture capital undertaking as defined in clause (n) of regulation 2 of the SEBI (Venture Capital Funds Regulations,1996) or as defined in clause (aa) of sub-regulation (1) of regulation 2 of the SEBI (Alternative Investment Funds) Regulations, 2012.

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As per section 115U(1) of the Act, any income accruing/ arising/ received by a person from his investment in Venture Capital Company/ Venture Capital Fund would be taxable in the hands of the person making an investment in the same manner as if it were the income accruing/ arising/ received by such person had the investments been made directly in the venture capital undertaking.

Further, as per section 115U(5) of the Act, the income accruing or arising to or received by the venture capital company/ funds from investments made in a venture capital undertaking if not paid or credited to a person (who has investments in a Venture Capital Company /Fund) shall be deemed to have been credited to the account of the said person on the last day of the previous year in the same proportion in which such person would have been entitled to receive the income had it been paid in the previous year.

Additionally, as per section 115U(6) of the Act, the provisions of section 115U shall not apply in respect of income accruing or arising to a person on or after 1 April 2016 from investments made in a venture capital company or a venture capital fund.

VI. ALTERNATIVE INVESTMENT FUND (CATEGORY I AND II)

Under section 10(23FBA), any income of an investment fund other than the income chargeable under the head "Profits and gains of business or profession" is exempt from income tax. For this purpose, an "Investment Fund" means a fund registered as Category I or Category II Alternative Investment Fund and is regulated under the SEBI (Alternative Investment Fund) Regulations, 2012.

As per section 115UB(1) of the Act, any income accruing /arising/ received by a person from his investment in investment Fund would be taxable in the hands of the person making an investment in the same manner as if it were the income accruing/ arising/ received by such person had the investments by the investment fund been made directly by him.

Under section 115UB(4) of the Act, the total income of an Investment Fund would be charged at the rate or rates as specified in the Finance Act of the relevant year where the Investment Fund is a company or a firm and at maximum marginal rate in any other case.

As per section 115UB(6) of the Act, the income accruing or arising to or received by the investment fund if not paid or credited to a person (who has investments in the investment fund) shall be deemed to have been credited to the account of the said person on the last day of the previous year in the same proportion in which such person would have been entitled to receive the income had it been paid in the previous year.

Further, as per section 194LBB of the Act, where any income, other than that proportion of income which is of the same nature as income referred to in section 10(23FBB) of the Act, is payable to a unit holder in respect of units of an Investment Fund, the person responsible for making the payment shall, at the time of credit of such income to the account of payee or at the time of payment thereof in cash or by issue of a cheque or draft or by any other mode, whichever is earlier, deduct income-tax thereon: i. at the rate of 10% where the payee is a resident; andii. at the rates in force where the payee is a non-resident.

VII. MUTUAL FUNDSUnder section 10(23D) of the Act, any income of mutual funds registered under Securities and ExchangeBoard of IndiaAct, 1992 or Regulations made thereunder, Mutual Funds set up by public sector banks or public financialinstitutions and Mutual Funds authorised by the Reserve Bank of India and subject to the conditions specifiedtherein, is exempt from tax subject to such conditions as the Central Government may by notification in theOfficial Gazette, in this behalf.

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E m a i l – o f f i c e @ g o k h a l e s a t h e . i n Notes: 1.The statement of tax benefits enumerated above is as per the Income-tax Act, 1961, as amended by theFinance Act, 2020 ("FA") and the Taxation Laws Amendment Ordinance 2019 as further amended by thenotification dated 24th June 2020.

2. Surcharge is to be levied on domestic companies at the rate of 7% on tax where the income exceeds Rs 1crore but does not exceed Rs. 10 crores and at the rate of 12% on tax where the income exceeds Rs. 10crores.

3. Surcharge is to be levied on every company other than domestic company at the rate of 2% on tax where theincome exceeds Rs 1 crore but does not exceed Rs.10 crores and at the rate of 5% where the income exceedsRs. 10 crores.

4. Health and Education Cess is to be levied at the rate of 4% on aggregate of income tax and surcharge.

5. Several of the above tax benefits are dependent on the shareholders fulfilling the conditions prescribedunder the relevant tax laws and subject to General Anti Avoidance Rules covered under Chapter X-A of the Act.

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INDUSTRY OVERVIEW

Surfactants Market – Global

The global surfactants market, estimated to be US$ 30.64 billion in 2016, is projected to reach

US$ 39.86 billion by 2021, registering a CAGR of 5.4% during this period. Surfactants are

surface active agents that reduce surface tension of liquid and increasing its wetting

properties. Surfactants are widely used in detergents, cleaners, soaps, and shampoos other

related products for removing dirt, oil, stains, and various unwanted foreign particles from the

surface they are applied to.

Cosmetics, textile processing, oilfield chemicals, industrial and institutional cleaning, crop

protection, food and beverages, emulsifier and foaming agents are other application segments

of the global surfactants market.

The surfactants market is likely to maintain healthy growth due to developments in end‐user

industries, such as detergents and personal care products, especially in the developing

economies. Other factors that will contribute to rising demand include low prices and easy

availability of surfactants that have made their range of applications even wider.

Rising Asia‐Pacific demand

Asia‐Pacific is the largest market for surfactants owing to the rising demand from household

and industrial applications. The Asia Pacific surfactants market, which was valued at US$ 4.1

billion in 2015, is estimated to be worth US$ 6.3 billion by 2024, projected to grow at a steady

CAGR of 5.0%. Rising demand in the personal care sector is likely to augment the surfactants

market in this region. The market will be driven by the demand from rising population in India,

China, Indonesia, and others. The retail industry in these countries is getting organized, and

disposable incomes are also rising, which will boost demand for better quality consumer

goods.

Markets shifting to Bio‐surfactants

The industry is continuously evolving to comply with changing consumer preferences. The use

of surfactants in cosmetics is gaining momentum, thus driving the market. Bio‐surfactant is

environmentally‐friendly, less poisonous, recyclable and hence more beneficial than synthetic

surfactants. Growing demand for green solutions, increasing ecological issues, a growing

personal care sector in developing nations are some of the key factors driving the market

growth.

The growing focus on “green chemistry” by many companies to meet the demand for eco‐

friendly products has taken the personal care industry to a new dimension which will positively

influence the use of surfactants. The global bio‐surfactant market was valued at US$ 4.70

Billion in 2018 and is expected to reach US$ 7.25 Billion by 2026, at a CAGR of 5.60%.

SECTION IV ‐ ABOUT THE COMPANY

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Outlook

Global demand for surfactants in cosmetics and personal care is likely to witness the fastest

CAGR of 5.8% during the period 2019‐2025. The global market for detergents, soaps and

cleaners, which form the largest application for surfactants, is forecast to be US$10.3 billion in

2019 and is projected to reach US$14.4 billion by 2025. The growth of surfactants is primarily

triggered by the rising demand from the personal care segment.

Surfactants Market – India

India is one of the largest growing surfactants market, owing to its rapidly growing

applications. The surfactants market in India is forecast to grow from US$ 1.5 billion a year in

2018 to US$ 2.5 billion by 2020, growing at a CAGR of 13%. India is expected to be the fastest

growing market for industrial surfactants due to the country’s increasing economic growth.

The government pays more attention on building infrastructure, leading to a growing demand

from construction, paints and coatings, and Synthetic Latex Polymer (SLP) applications, the

three fastest‐growing applications in India. The market for industrial surfactants in India is

expected to grow at a CAGR of 10% by 2022, making it the fastest‐growing market globally.

Rising disposable incomes, increased buying power, fast increasing consumerism, changing

consumer preferences and growing adoption of new‐age surfactants and bio‐surfactants is

fuelling consumption growth. Moreover, premiumisation is gaining traction in the market,

with customers gradually switching to premium brands.

A steady growth projected in India’s FMCG space, including rural markets, is also fuelling

demand for home and personal care products. According to ASSOCHAM, India’s beauty,

cosmetics and grooming market is expected to touch USD 20 billion by FY 2025.

Increasing awareness about appearance and the desire to look and feel better, along with

emergence of a young, aspirational populace and growing purchasing power, is largely

driving sales of personal care products, thereby allowing deeper penetration of mild

surfactants-based products.

On the other hand, health and hygiene remains a key booster for home care products.

Government’s ‘Swachh Bharat Abhiyan’ campaign has also contributed to creating greater

awareness about hygiene and cleanliness across all segments of the society. This has

propelled demand for personal hygiene and home cleaning products such as premium

powder detergents, liquid detergents, dish washers, home care wipes and sanitisers.

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KEY GROWTH DRIVERS

(a) Increasing usage of premium home and personal care products

(b) Growing demand for natural and less toxic bio‐surfactants

(c) Newer technology and product advancement

(d) E‐commerce channel influencing sales

BUSINESS OVERVIEW

Aarti Surfactants Limited is a producer of ionic and non‐ionic and specialty surfactants.

Company primarily caters to the Home and Personal Care (HPC) industry with a wide range of

innovative and high‐quality products. (Non‐ionic surfactants are those that can be used with

high salinity or hard water, and are compatible with other types, and are excellent candidates

for complex mixtures with low toxicity levels.)

The Company produces customised and eco‐friendly surfactants, processed with high‐quality

materials which find application in varied industries, including home care, personal care, hair

care, and others.

The Company has a comprehensive portfolio of over 30 products, serving a wide range of

industries. The Company is also a exporter supplying its high‐quality products to several

countries across the world with a major presence in North America, South America, South‐

East Asia and Europe.

The Company owns two state‐of‐the‐art manufacturing units. It owns a Sulfonation Unit at

Pithampur in the state of Madhya Pradesh, with the capabilities to manufacture Sulfonated

Compounds on an active basis. With manufacturing sites located in the western parts of India,

the Company has locational and logistical advantages on account of its proximity to major

ports and FMCG companies in India. The Company has another manufacturing unit at

Silvassa. Both the plants are equipped with advanced machinery and superior technologies.

This enables the Company to manufacture niche and value added products.

The Company is an agile and flexible industry player, providing faster services and high‐quality

products. An efficient supply chain enables the Company to acquire optimally priced raw

materials. In addition, continuous usage of data and personal visits by the sales personnel

leads to “smart purchasing” and “bulk purchasing” of raw materials to manufacture the

surfactants, resulting in better yields and competitive pricing. The Company is, thus, able to

achieve price flexibility, while keeping its margins intact. The move also enables your Company

to build healthy relationships with its suppliers globally.

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PRODUCTS OF THE COMPANY AND BUSINESS STRATEGY

The Company manufactures over 30 innovative and eco‐friendly surfactants that are

processed with high quality materials and state‐of‐the‐art technologies at Company’s plants at

Pithampur (Madhya Pradesh) and Silvassa. The Company also create custom surfactants and

formulated blends to meet unique demands and timely needs of the customers.

The Company has a diversified Product Portfolio. The Product group of the Company includes –

(a) Surfactants

(b) UV Blocker

(c) Pearlising Agent

(d) Mild Surfactants

(e) Preservatives

(f) Blends

The Company has an established an effective global distribution network, utilising qualified

distributors to serve targeted more than 40 countries across the globe. With

dedicated marketing, sales and technical personnel, Company is committed to provide excellent

products and services to our distributors and industries worldwide.

As one of the producers of surfactants serving the home and personal care segment, Company

is single‐mindedly sharpening itself through persistent innovation. The Company is moving

up the value chain by expanding portfolio with highly differentiated and high margin products

to widen the value‐add in everything Company produce. With this, the Company aims to sustain

a business growing in size and complexity with continuous perseverance and to prepare itself

towards a higher growth trajectory. Company is also building on its core strengths of an

efficient and cost effective supply chain with continuous commitment to better productivity

across the portfolio. Company aims to serve its customers responsibly, efficiently and with

good science.

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HISTORY AND CERTAIN CORPORATE MATTERS

Aarti Surfactants Limited has been a result of the demerger of Home and Personal Care division of

Aarti Industries Limited. The demerger allows the management of the Company to focus and adopt

relevant strategies necessary for the turning around, and promoting growth and expansion of the

Home and Personal Care Business. Further, Operational efficiencies could be achieved and the

financial resources can be conveniently raised in accordance with the requirement of the business,

leading to optimum utilisation of resources towards expansion and growth of business of the

Company. The demerger process, which began in June 2018, received final approval in June 2019.

The shareholders of Aarti Industries have been allotted one equity or redeemable preference share

of Aarti Surfactants for every 10 shares held in Aarti Industries Limited.

The National Company Law Tribunal vide order dated 10.06.2019, approved the composite scheme

of Arrangement between Aarti Industries Limited and Arti Surfactants Limited and Nascent

Chemical Industries Limited and their respective shareholders. Pursuant to the said order the name

of “Arti Surfactants Limited” has been changed to “Aarti Surfactants Limited” with effect from July

08, 2019.

The registered office of Company is 801, 801/23, GIDC Estate, Phase III, Vapi, Valsad, Gujarat

396195.

The corporate identity number assigned to our Company is U24100GJ2018PLC102891.

Main objects of our Company

Set forth below is the main objects of Company:

To carry on the business of manufacturers, producers, processors, buyers, sellers, importers,

exporters and/or otherwise dealers in surfactant and speciality chemicals and allied chemicals like

fine chemicals, industrial and pure chemicals, organic and inorganic chemicals and allied products,

perfumes, flavors, pure drug solvents, dyes and drug intermediates, cosmetics, insecticides,

pesticides, heavy chemicals, alkalies, acids, chemical, industrial preparations, chemicals for plastic,

pigment, varnishes, paints, alchohols, dyes and colours, agrochemicals, petrochemicals and

chemical preparations required by different industries such as sugar tanning, textiles, metallurgical

and process industries, proofing, materials, disinfectants, oils, cotton, detergents, wetting out

agents, soap, tallow, gums, varnishes, synthetics, resins, catalystic agents, petro‐ chemicals and

other petroleum products and articles and compounds, makers and dealers in preparatory

formulations and articles of the above nature and of chemicals.

Changes in Memorandum and Articles of Association of our Company

Changes in Memorandum and Articles of Association was done pursuant to change of Name of the

company from ‘Arti Surfactants Limited’ to ‘Aarti Surfactants Limited’ effective from July 8, 2019.

Further the Authorised Share Capital of the Company was increased pursuant to Ordinary

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Resolution passed at the Annual General Meeting of the Company held on October 21, 2019 to Rs.

40, 00, 00,000/‐ (Rupees Forty Crore Only) consisting of 3, 18,70,000 (Three Crore Eighteen Lakh

Seventy Thousand) equity shares of Rs. 10 (Rupees Ten Only) each and 81, 30,000 (Eighty One Lakh

Thirty Thousand Preference Shares of Rs.10 (Rupees Ten Only) each.

Major Events / Key Milestone

Sr. No.

Particulars Date of Event/ Effective Date

1. Approval of Composite scheme of Arrangement between Aarti Industries Limited and Arti Surfactants Limited and Nascent Chemical Industries Limited and their respective shareholders (under sections 230‐232 & read with other applicable provisions of The companies act, 2013)

10.06.2019

2. Appointment of Mr. Mulesh Savla as Additional Director (Independent) in the Board Meeting of the Company held on June 13, 2019 of the Company for five years w.e.f 13.06.2019

13.06.2019

3. Effective date for Scheme of Arrangement of Aarti Industries Limited and Arti Surfactants Limited and Nascent Chemical Industries Limited and their respective shareholders (under sections 230‐232 & read with other applicable provisions of the Companies Act, 2013)

24.06.2019

4. Change of name of Company from Arti Surfactants Limited to Aarti Surfactants Limited

08.07.2019

5. Appointment of Ms. Misha Gala as Additional Director (Independent) in the Board Meeting of the Company held on August 20, 2019 of the Company for five years w.e.f 20.08.2019

20.08.2019

6. Appointment of Mr. Santosh Kakade as Whole time Director of the Company in the Board Meeting of the Company held on August 20, 2019 for the period of three years effective from August 20, 2019 to August 19, 2022.

20.08.2019

7. Appointment of Mr. Nikhil Parimal Desai as Managing Director in the Board Meeting of the Company held on August 20, 2019 for the period of three years effective from August 20, 2019 to August 19, 2022.

20.08.2019

8. Allotment of Equity shares and Preference shares to shareholders of Aarti Industries Limited pursuant to Composite scheme of Arrangement between Aarti Industries Limited and Arti Surfactants Limited and Nascent Chemical Industries Limited and their respective shareholders (under sections 230‐232 & read with other applicable provisions of The companies act, 2013).

20.08.2019

9. First Annual General Meeting of the Company 21.10.2019

10. Increase in the Authorised Share Capital of the Company to Rs. 40,00,00,000/– (Rupees Forty Crore only) consisting of 3,18,70,000 (Three Crore Eighteen Lac Seventy Thousand) equity shares of Rs. 10/– (Rupees Ten only) each and 81,30,000 (Eighty One Lac Thirty Thousand) Preference Shares of Rs. 10/‐ (Rupees Ten Only) each.”

21.10.2019

11 Incorporation of Wholly – Owned Subsidiary 26.12.2019 127

12. BSE In – Principle approval for listing of 75,84,477 Equity shares of Rs.10/‐

26.02.2020

13 NSE In – Principle approval for listing of 75,84,477 Equity shares of Rs. 10/‐

06.03.2020

14 Appointment of Mr. Nitesh Medh, Chief Financial Officer of Company 04.06.2020

15 Relaxation from the applicability of Rule 19(2)(b) of the Rules. 09.06.2020 [

Subsidiaries of the Company

There is one wholly owned subsidiary of Company namely – Aarti HPC Limited.

Shareholders ‘Agreement

There are no shareholder agreements as on date of filing of this Information Memorandum.

Strategic/ Financial Partners and other material contracts

Our Company does not have any strategic/financial partners or has entered into any material

contracts other than in the ordinary course of business.

Demat Credit

The Company has executed Agreements with NSDL and CDSL for its securities in demat form.

Tripartite Agreement have been signed between the Company, the Registrar and CDSL/NSDL. The

ISIN No. INE09EO01013 and ISIN No. INE09EO04017 is allotted for Equity Shares and Preference

Shares respectively to the Company.

Outstanding litigations and defaults of the Company, promoters, directors or any of the group companies:

There are no outstanding litigations against our Company, our Directors, our Promoters, or our Group Company that would have a material adverse effect on our business

Statement of Divided

The declaration and payment of dividends on our Equity Shares will be recommended by the

Board of Directors and approved by the shareholders of our Company, at their discretion, and will

depend on a number of factors, including but not limited to the profits, cash flows, capital

expenditure, capital requirements and overall financial condition. The Board may also from time

to time pay interim dividend.

Cash Bonuses

Our Company has not given any Cash Bonuses.

128


MANAGEMENT

Board of Directors

The general supervision, direction and management of the operation and business of our Company

is vested in our Board, which exercises its powers subject to the Memorandum and Articles of

Association and the requirements of Indian law.

Our Company currently has six Directors on its Board. The following table sets forth the details of

our Board of Directors as of the date of this Information Memorandum:

Name, Fathers

Name, Address,

Occupation

DIN Designation Age Directorship in

other companies

Mr.

Chandrakant V.

Gogri

S/ o Vallabhaji

Gogri

Address – 1801, Richmond

Tower, Cliff

Avenue,

Hiranandani

Garden, Near

Hiranandani

School, Powai

Mumbai 400076

Occupation ‐

Industrialist

00005048 Non – Executive

Director 73 Years a) Anushakti

Enterprise

Private

Limited

b) Alchemie

Financial

Services Ltd

c) Crystal

Millennium

Realtors

Private

Limited

d) Aarti Vikas &Seva Mission

e) Saswat

Trusteeship

Private

Limited

f) KJF Shelters

Foundation

g) KJF Manavta‐

Ni‐Mahek

Foundation

h) Parakh

Hospitals

Private

LimitedMr. Dattatray S.

Galpalli

S/o Sidram

Galpalli

Address –

01853463 Non – Executive

Director 60 Years a) Valiant

Organics

Limited

129


B‐301, Rajhans

complex,

Chharwada

Road, Opp

Macromol,

Vapi‐Pardi

Valsad 396191

Occupation ‐

Service Mr. Nikhil P. 01660649 Managing 42 Years a) Liferia Foods

Private

Limited

b) Nikhil

Holdings

Private

Limited

c) Aarti

HPC

Limited

Desai Director S/o Parimal Desai

Address – A‐1403, Runwal Heights, L.B.S. Road, opp. Nirmal Lifestyle, Mulund West Mumbai 400080 Occupation ‐ Service Mr. Santosh 08505234 Whole – Time 49 Years Kakade Director a) Aarti HPC Limited

S/o Madhaorao Kakade

Address: Plot no. 75, Aditi Vihar Colony, Mhowgaon, Bhatkhedi, Mhow 453441 Occupation ‐ Service Mr. Mulesh M. 07474847 Independent 55 Years a) Valiant Organics

LimitedSavla Director

S/o Manilal Savla

130


Address –

604, Kavita, R.

B. Mehta Marg,Ghatkopar EastMumbai400077

Occupation –

Profession

Ms. Misha Gala 08523865 Independent 30 Nil D/o Bharat Gala Director Address – 335, Bldg no. 9, Shailendra Nagar, S. V Road, Dahisar East, Mumbai 400068 Occupation : Service

131


PROFILE OF OUR DIRECTORS

Mr. Chandrakant V. Gogri

Non – Executive Director

Qualifications: B.E. (Chem), (UDCT, Mumbai), DBM.

Experience and expertise in specific functional areas : He started his career with job and later

created a massive business empire of his own by mastering the alchemy of Success. He is the

founder of Aarti Group of Industries. His experience in areas of encompassing Projects,

Operations, Process Development, and Local & International Marketing in the Chemical

Industry is remarkable. He is the Chairman Emeritus of Speciality Chemical Leader Aarti

Industries Limited. Mr. Chandrakant V. Gogri has been awarded the prestigious

"DISTINGUISHED ALUMNUS AWARD" from UDCT (ICT) in the year 1995 for excellent

performance as Entrepreneurs in Chemical Industry.

Mr. Dattatray Sidram Galpalli Non – Executive Director

Qualifications: B. Sc Tech (Dyes & Intermediates) from UDCT (now ICT)

Experience and expertise in specific functional areas: Shri. Dattatray Sidram Galpalli is a B. Sc.

Tech (Dyes & Intermediates) from UDCT (now ICT) having a rich Experience of working since

last 38 years in various Chemical Industries producing specialty chemicals & intermediates for

Agrochemicals, Pharmaceuticals, pigments and dyes. He has also worked with over 100 unit

processes & unit operations involving large continuous & Batch Plant. He has carried out

various expansion projects leading to improvements in productivity, Safety health &

environment and Energy efficiency etc. He has expertise in Trouble shooting, Debottlenecking

& Isomers separation technology. He has developed processes for converting waste products

in to value added products facilitating cost efficiency and Waste Management Mechanism.

Mr. Nikhil Parimal Desai

Managing Director

Qualifications: Master of Science in Telecommunications & Networking and holds a Business Management degree from USA.

Experience and expertise in specific functional areas: He has worked as IT Technical Lead,

Project Manager, Technical Sales with various Companies in USA and has an experience of 10

years in the field of Information Technology Project Management, Technical Sales, Vendor

Management, Team Building, Process Improvement, Business Strategy, Change Management

etc.

Mr. Santosh Kakade

Whole – time Director

Qualifications: BE (Electrical)

132


Experience and expertise in specific functional areas: He has rich experience in Managing the

Continuous Sulphonation process Plant. Before joining Company he has worked with M/s RSPL

Limited for 14 years and M/s Krupa Industries Limited for 9 Years

Mr. Mulesh M. Savla

Independent Director

Qualifications : Chartered Accountant

Experience and expertise in specific functional areas: He is a practicing Chartered Accountant

and a Partner in Shah & Savla LLP, Chartered Accountant Firm. He has vast experience of more

than 30 years in Taxation, Accounts and Finance, structuring ‐ restructuring of entities

Ms. Misha Gala

Independent Director

Experience and expertise in specific functional areas: She is a Chartered Accountant by profession. Currently she is employed with leading financial Institution since last 2 years. During her career span as Chartered Accountant she has worked with leading multinationals in the Finance Field.

COMPENSATION TO EXECUTIVE DIRECTORS

In terms of the Board resolution dated August 20, 2019 and Shareholders Resolution dated

October 21, 2019, the following remuneration is payable to the executive directors of the

company:

a) Mr. Nikhil Parimal Desai, Managing Director

( Per Annum)

Basic Salary Rs.18,40,200 Other Allowance Rs.18,02,904 House Rent Allowance Rs. 7,36,080 Total Rs. 43,79,184

The Nomination and Remuneration Committee and Board are authorised to increase

remuneration subject to maximum of Rs. 50, 00,000 per annum.

b) Mr. Santosh Kakade, Whole – time Director

( Per Annum)

Basic Salary Rs. 9,00,000 Other Allowance Rs.8,02,800 Conveyance Allowance Rs.19,200 House Rent Allowance Rs.3,60,000 Total Rs. 20,82,000

133


The Nomination and Remuneration Committee and Board are authorised to increase

remuneration subject to maximum of Rs. 25, 00,000 per annum.

COMPENSATION TO OUR NON‐EXECUTIVE DIRECTORS

Our Non‐Executive Directors are entitled to a sitting fee of Rs. 5,000/‐ per Board meeting. We

also pay to Directors Rs. 2,500/‐ per Audit Committee meeting, Investor Grievance Committee

Meeting and Nomination and Remuneration Committee meeting.

The Non‐ Executive Directors are not entitled to any other payment.

SHAREHOLDING OF THE DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr.

No. Name of the Director No. of Shares held

1 Mr. Chandrakant V. Gogri 85302 Equity Shares 2 Mr. Dattatray Sidram Galpalli Nil 3 Mr. Mulesh Manilal Savla 9571 Equity Shares and 30 Preference

Shares are held in the capacity of trustee

pursuant to Composite scheme of

Arrangement between Aarti Industries

Limited, Aarti Surfactants Limited and

Nascent Chemical Industries Limited. 4 Ms. Misha Gala Nil 5 Mr. Santosh Kakade Nil 6 Mr. Nikhil Parimal Desai 78101 Redeemable Preference Shares

Interest of directors

All our Directors may be deemed to be interested to the extent of fees payable to them, if any,

for attending meetings of the Board or a committee thereof as well as to the extent of other

remuneration and reimbursement of expenses payable to them, if any, under the Articles of

Association, and to the extent of remuneration paid to them, if any for services rendered as an

officer or employee of our Company. Our Directors may also be regarded as interested in the

Equity Shares, if any, held by them or by the companies/firms/ventures promoted by them or

that may be allotted to the companies, firms, trusts, in which they are interested as Directors,

members, partners, trustees and Promoter, pursuant to the Scheme. All Directors be deemed

to be interested to the extent of any dividend payable to them and other distributions in

respect of the said Equity Shares.

134


CORPORATE GOVERNANCE

In compliance with the provisions of listing agreement to be entered into between our

Company and the Stock Exchanges (Listing Agreement(s)), and the Companies Act, our

Company has constituted different committees, including Audit Committee, Stakeholder

Relationship Committee and Nomination and Remuneration Committee.

Currently, our Board of Directors has 6 (Six) Directors and the Chairman of the Board of Directors is an Independent Director. In compliance with Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, our Company has 6 (Six) Director which includes 2(two) executive Directors, 2 (two) Non – Executive Directors and 2 (Two) independent Directors (including woman director), on our Board.

Our Company in terms of this Information Memorandum intends to list its equity shares and

intends to comply with the requirements under the respective Listing agreement of the Stock

Exchanges. We are in compliance with the requirements of corporate governance particularly

those relating to the composition of the Board of Directors, constitution of committees

including the Audit Committee and Investor Grievance Committee.

COMMITTEES OF OUR BOARD

(a) Audit Committee

The Audit Committee currently comprises the following members

Sr. No

Name of Director Category of Director Designation in the Committee

1 Shri Mulesh Savla Independent Director Chairman 2 Smt. Misha Gala Independent Director Member 3 Shri Chandrakant Gogri Non – Executive Director Member

Terms of Reference: The scope and function of the Audit Committee is in accordance with Section 177 of the

Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations and its terms of

reference are as follows:

1. oversight of the listed entity’s financial reporting process and the disclosure of its financial

information to ensure that the financial statement is correct, sufficient and credible

2. recommendation for appointment, remuneration and terms of appointment of auditors ofthe listed entity;

3. approval of payment to statutory auditors for any other services rendered by the

statutory auditors

4. reviewing, with the management, the annual financial statements and auditor's report

thereon before submission to the board for approval, with particular reference

a) matters required to be included in the director’s responsibility statement to be

included in the board’s report in terms of clause (c) of sub‐section (3) of Section 134 of

the Companies Act, 2013;

b) changes, if any, in accounting policies and practices and reasons for the same;

135


c) major accounting entries involving estimates based on the exercise of judgment bymanagement

d) significant adjustments made in the financial statements arising out of audit findingse) compliance with listing and other legal requirements relating to financial statementsf) disclosure of any related party transactionsg) modified opinion(s) in the draft audit report

5. reviewing, with the management, the quarterly financial statements before submission to

the board for approval;

6. reviewing, with the management, the statement of uses / application of funds raised

through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds

utilized for purposes other than those stated in the offer document / prospectus / notice

and the report submitted by the monitoring agency monitoring the utilisation of proceeds

of a public or rights issue, and making appropriate recommendations to the board to take

up steps in this matter;

7. reviewing and monitoring the auditor’s independence and performance, and effectiveness

of audit process

8. approval or any subsequent modification of transactions of the listed entity with related

parties

9. scrutiny of inter‐corporate loans and investments

10. valuation of undertakings or assets of the listed entity, wherever it is necessary

11. evaluation of internal financial controls and risk management systems

12. reviewing, with the management, performance of statutory and internal auditors,

adequacy of the internal control systems

13. reviewing the adequacy of internal audit function, if any, including the structure of the

internal audit department, staffing and seniority of the official heading the department,

reporting structure coverage and frequency of internal audit;

14. discussion with internal auditors of any significant findings and follow up there on;

15. reviewing the findings of any internal investigations by the internal auditors into matters

where there is suspected fraud or irregularity or a failure of internal control systems of a

material nature and reporting the matter to the board;

16. discussion with statutory auditors before the audit commences, about the nature and

scope of audit as well as post‐audit discussion to ascertain any area of concern

17. to look into the reasons for substantial defaults in the payment to the depositors,

debenture holders, shareholders (in case of non‐payment of declared dividends) and

creditors

18. to review the functioning of the whistle blower mechanism

19. approval of appointment of chief financial officer after assessing the qualifications,

experience and background, etc. of the candidate

20. Carrying out any other function as is mentioned in the terms of reference of the audit

committee

21. reviewing the utilization of loans and/ or advances from/investment by the holding

company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the

subsidiary, whichever is lower including existing loans / advances / investments existing as

on the date of coming into force of this provision.

Carrying out any other function as may be required from time to time under the Listing Regulations, Companies Act and other statues.

136


(b) Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with Companies Act, 2013 and currently comprises the following members

Sr. No

Name of Director Category of

Director Designation in

the Committee 1 Shri Mulesh Savla Independent

Director Member

2 Smt. Misha Gala Independent

Director Member

3 Shri Chandrakant Gogri Non – Executive Director

Chairman

Terms of Reference:

The scope and function of the Nomination and Remuneration Committee is in accordance with

Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations and

its terms of reference are as follows:

1. formulation of the criteria for determining qualifications, positive attributes and

independence of a director and recommend to the board of directors a policy relating

to, the remuneration of the directors, key managerial personnel and other employees

2. formulation of criteria for evaluation of performance of independent directors and the

board of directors

3. devising a policy on diversity of board of directors

4. identifying persons who are qualified to become directors and who may be appointed

in senior management in accordance with the criteria laid down, and recommend to

the board of directors their appointment and removal

5. whether to extend or continue the term of appointment of the independent director,on the basis of the report of performance evaluation of independent directors

6. recommend to the board, all remuneration, in whatever form, payable to seniormanagement.

To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modified as may be applicable.

(C) Stakeholders’ Relationship Committee

The Stakeholders Relationship committee currently comprises the following members.

Sr. No

Name of Director Category of Director Designation in the Committee

1 Shri Mulesh Savla Independent Director Member 2 Shri Nikhil Parimal Desai Managing Director Member 3 Shri Dattatray Sidram Galpalli Non – Executive Director Chairman

137


The scope and function of the Stakeholders’ Relationship Committee is in accordance with

Section 178(6) of the Companies Act, 2013 and Regulation 20 of the SEBI Listing

Regulations and its terms of reference are as follows:

(i) Approval of transfer / transmission of shares / debentures and such other securities as

may be issued by the Company from time to time;

(ii) Approval to issue duplicate share certificates for shares / debentures and other securitiesreported lost, defaced or destroyed, as per the laid down procedure;

(iii) Approval to issue new certificates against subdivision of shares, renewal, split orconsolidation of share certificates / certificates relating to other securities;

(iv) Approval to issue and allot right shares / bonus shares pursuant to a rights issue /

bonus issue made by the Company, subject to such approvals as may be required;

(v) To approve and monitor dematerialization of shares / debentures / other securities and

all matters incidental or related thereto;

(vi) Monitoring expeditious redressal of investors / stakeholders’ grievances;(vii) Review of measures taken for effective exercise of voting rights by shareholders;(viii) Review of adherence to the service standards adopted by the listed entity in respect

of various services being rendered by the Registrar and Share Transfer Agent;

(ix) Review of the various measures and initiatives taken by the listed entity for reducing the

quantum of unclaimed dividends and ensuring timely receipt of dividend

warrants/annual reports/statutory notices by the shareholders of the company; and

(x) All other matters incidental or related to shares, debentures and other securities of theCompany.

Key Management Personnel

Mr. Prashant B. Gaikwad has been identified as Key Managerial Personnel of the Company. He

is a member of Institute of Company Secretaries Of India and Law Graduate (LLB) having

experience of 6 years in secretarial functions. He also holds Bachelor Degree in Commerce

from University of Mumbai. He was appointed as Company Secretary and Compliance Officer

of our Company with effect from August 20, 2019.

Board of Directors in their Board Meeting held on August 20, 2019 has appointed Mr. Prashant

Gaikwad as Company Secretary & Compliance Officer and Internal Auditor at a remuneration

of Rs. 9.50 Lakh per annum.

Mr. Nitesh Medh has also been identified as Key Managerial Personnel of the Company. He is a

Chartered Accountant with a experience in Manufacturing Industry for more than Seven Years.

He was appointed as Chief Financial Officer of Company with effect from June 04, 2020. He is

appointed as Chief Financial Officer at a Remuneration of Rs. 18 Lakh per annum.

The following are the key managerial personnel of our Company:

Sr

No. Name and Designation Date of Joining No. of shares held in

the company

1 Mr. Nikhil Parimal Desai

Managing Director 18.06.2018 78,101 Redeemable

Preference Shares

138

2 Mr. Prashant Balasaheb Gaikwad

Company Secretary & Compliance

Officer and Internal Auditor

20.08.2019 Nil

3 Mr. Nitesh Medh

Chief Financial Officer 04.06.2020 Nil

Details of any arrangement or understanding with major shareholders, customers, suppliers

or others, pursuant to which any of the key managerial personnel, was selected as a director

or member of senior management.

There are no such arrangements or understanding with the any shareholders, customers,

suppliers etc.

Shareholding of Key Managerial Personnel

Except as mentioned above, none of the Key Managerial Personnel have any shareholding in

our Company

Interests of Key Management Personnel

The key management personnel of our Company do not have any interest in our Company

other than to the extent of the Shareholding if any and remuneration or benefits to which they

are entitled to as per their terms of appointment and reimbursement of expenses incurred by

them during the ordinary course of business.

Other Benefits to the Officers of our Company

Except the payment of salaries and perquisites, no amount or benefit has been paid or given

since incorporation to any employee and there is no consideration for payment of giving of the

benefit.

PROMOTERS OF OUR COMPANY

a) Mr. Chandrakant Vallabhaji Gogri

b) Mr. Rajendra Vallabhaji Gogri

c) Mr Parimal H. Desai

d) Late Mr. Shantilal T. Shah

Group Companies

We do not have group company but we have one wholly owned subsidiary Company namely – Aarti HPC Limited.

Promoter Group Companies Promoted by Promoters

a) Anushakti Enterprises Private Limitedb) Safechem Enterprises Private Limited

c) Alchemie Finserv Private Limited

d) Alchemie Financial Services Limited

e) Gogri Finserv Private Limited

f) Nikhil Holdings Private Limited

g) Dilesh Roadlines Private Limitedh) Nikhil Holdings Private Limited

i) Valiant Organics Limited

139


The Full financial Statements of the Company for Financial year i.e 2020 and 2019 is available on the website of the Company www.aarti‐surfactants.com and the web link for the same is https://www.aarti‐surfactants.com/financial‐information.htm.

The standalone and Consolidated Financial Statements for Financial Year 2019 ‐ 20 has been approved by Board of Directors of the Company in Board Meeting held on June 4, 2020 and the same will the adopted by the Shareholders of the Company in the ensuing Annual General Meeting.

Balance Sheet as at March 31, 2020

(Rs. in Lakhs)

Sr. No

Particulars Standalone Consolidated

31.03.2020 31.03.2019 31.03.2020

A Assets

1 Non‐Current

Assets

(a) Property, Plant and Equipment

15,013.97 13,787.41 15,013.97

(b) Capital Work‐in‐Progress 1,395.26 447.01 1,395.26

(c) Other Intangible Assets 121.44 ‐ 121.44

(d) Financial Assets Investments

0.53 3,149.67 0.03

(e) Other Non‐Current Assets 263.13 105.90 263.13

Total Non‐Current Assets 16,794.33 17,489.99 16,793.83

2 Current Assets

(a) Inventories 5,648.84 5,269.90 5,648.84

(b) Financial Assets

(i) Trade Receivables

(ii) Cash and Cash Equivalents

(iii) Other Financial Assets

1,791.99

9.23

37.20

3,056.23

2.01

21.63

1,791.99

10.48

36.45

(c) Other Current Assets 1,948.12 2,152.61 1,948.12

Total Current Assets 9,435.38 10,502.38 9,435.88

TOTAL ASSETS 26,229.71 27,992.37 26,229.71

B EQUITY AND LIABILITIES

1 EQUITY

(a) Equity Share Capital 758.45 5.00 758.45

(b) Share Capital pending allotment upon scheme of

‐ 866.69 ‐

SECTION V – FINANCIAL INFORMATION OF THE COMPANY

140

arrangement

(c)Other Equity 10,337.01 12,725.02 10,336.51

Total Equity 11,095.46 13,596.71 11,094.96

2 LIABILITIES

Non‐Current Liabilities

(a)Financial Liabilities Borrowings

b)Deferred Tax Liabilities (Net)

4,877.93

762.06

3,000.00

727.69

4,877.93

762.06

Total Non‐Current Liabilities 5,639.99 3,727.69 5,639.99

Current Liabilities

a) Financial Liabilities.

(i) Borrowings

(ii) Trade Payables Due to –

‐ Micro and Small Enterprises

‐ Other Than Micro and Small Enterprises

6,042.77

‐

1,924.40

6,665.29

‐

3,844.91

6,042.77

‐

1,924.40

b) Other Current Liabilities 1,125.19 8.93 1,125.19

c) Provisions 401.90 148.84 402.40

Total Current Liabilities 9,494.26 10,667.97 9,494.76

Total Liabilities 15,134.25 14,395.66 15,134.75

TOTAL EQUITY AND LIBILITIES 26,229.71 27,992.37 26,229.71

Standalone and Consolidated Financial Performance of Aarti Surfactants Limited is as under:

(Rs. In Lakhs)

Sr. No

Particulars Standalone Consolidated

31.03.2020 31.03.2019 31.03.2020

I Revenue from

Operations

32,586.40 26,432.32 32,586.40

II Other Income 20.90 6.82 20.90

III Total Income (I+II) 32,607.30 26,439.14 32,607.30

IV Total Expenses 32,312.28 27,037.32 32,312.78

V Profit/(Loss)before Exceptional Items and Tax (III‐IV)

295.02 ‐598.18 294.52

VI Exceptional Items ‐ ‐ ‐

VII Profit/(Loss) before Tax(V‐VI) 295.02 ‐598.18 294.52

141

VIII Tax Expenses 85.91 49.76 85.91

IX Profit/(Loss) for the year (VII‐VIII)

209.11 ‐647.94 208.61

X Other

Comprehensive Income

a) Items that will not be reclassified to Statement of Profit and Loss

‐ Fair Value Change of Equity Instruments through Other Comprehensive Income (Net of Tax)

‐895.20 661.21 ‐895.20

b) Items that will be reclassified to Statement of Profit and Loss

‐ ‐ ‐

XI Total Comprehensive Income For The Year (Ix+X)

‐686.09 13.27 ‐686.59

XII Earnings Per Equity Share of Face Value of Rs 10 Each (EPS) (in `)

Basic 2.76 ‐8.54 2.75

Diluted 2.76 ‐7.48 2.75

XIII Net Asset Value * 16,472.32

17,218.51

16,471.82

*Net Fixed Assets + Investment + Net Current Asset

Financial Information of Aarti HPC Limited, Wholly Owned Subsidiary of Company as on March 31, 2020

(Amount in Rs.)

Revenue Nil Other Expenses 50,000 Profit Before Tax (50,000) Profit After Tax (50,000) Total Comprehensive Income For The Year (50,000) Earnings Per Equity Share (EPS) (in `) Basic/Diluted (10.00)

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