AG VENTURES LIMITED — Proxy Solicitation & Information Statement 2023

Mar 27, 2023

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March 27, 2023

The Manager The Manager BSE Limited National Stock Exchange of India Limited Department of Corporate Services Exchange Plaza, Bandra Kurla Complex Floor 25, P. J. Towers, Dalal Street Bandra (E) Mumbai - 400 001 Mumbai - 400 051

Scrip Code: 506579

Scrip Symbol: OCCL

Dear Sir,

SUB: NOTICE OF THE MEETING OF THE EQUITY SHAREHOLDERS OF ORIENTAL CARBON & CHEMICALS LIMITED CONVENED PURSUANT TO ORDER DATED JANUARY 24, 2023 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH, IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN ORIENTAL CARBON & CHEMICALS LIMITED AND OCCL LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS UNDER SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013

Pursuant to the Order of Hon'ble National Company Law Tribunal, Ahmedabad Bench (NCLT), dated January 24, 2023 in Company Application No. C.A.(CAA)/1(AHM)2023 (‘Order’), a meeting of the equity shareholders of Oriental Carbon & Chemicals Limited (the Company) is being convened on Thursday, April 27, 2023 at 03:00 P.M. (IST) (‘Meeting’) through video conferencing (‘VC’) / other audio visual means (‘OAVM’) as per applicable laws, to consider, and if thought fit, to approve, with or without modification, the proposed Scheme of Arrangement between Oriental Carbon & Chemicals Limited and OCCL Limited and their respective Shareholders and Creditors under Sections 230 to 232 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the Companies Act, 2013 and rules framed thereunder (‘Scheme’).

In this regard, as required under Regulation 30 & 51 and Paragraph A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed a copy of the Notice dated March 27, 2023 convening the Meeting along with the Explanatory Statement and Annexures for your information and records (‘Notice’).

As per the directions of the Order and in terms of the applicable law, the Company is providing the facility of remote e-voting and e-voting during the Meeting (collectively referred to as ‘e-voting’) to its equity shareholders, to enable them to cast their votes on the resolution proposed to be passed at the Meeting, by electronic means, the Company has engaged the services of Link Intime (India) Private Limited (‘LIIPL’), as

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the authorized agency to provide the e-voting facility and to enable the equity shareholders (or its authorized representatives, as the case may be) of the Company to attend and participate in the Meeting through VC/OAVM, the facility of casting votes by the equity shareholders using remote e-voting system (e-voting from a place other than venue of the Meeting) as well as e-voting during the Meeting will be provided by LIIPL.

The voting rights of equity shareholders shall be in proportion to their shareholding in the paid-up share capital of the Company as on the Cut-off date i.e., Thursday, April 20, 2023.

The detailed instructions for joining the Meeting through VC/OAVM, manner of casting vote through remote e-voting and e-voting during the Meeting, are provided in the enclosed Notice of the Meeting.

The Notice of the Meeting is also available on the website of the Company i.e. www.occlindia.com.

The above is for your information and records.

Thanking you,

Yours faithfully,

For ORIENTAL CARBON & CHEMICALS LIMITED

Digitally signed by PRANAB PRANAB KUMAR MAITY KUMAR MAITY Date: 2023.03.27 14:46:32 +05'30'

Pranab Kumar Maity COMPANY SECRETARY & GM Legal

Encl: As above.

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ORIENTAL CARBON & CHEMICALS LIMITED

Corporate Identity Number (CIN) : L24297GJ1978PLC133845

Registered Office : Plot No. 30-33, Survey No. 77, Nishant Park, Village -Nana Kapaya, District Mundra, Kachchh - 370 415, Gujarat

Phone : +91 120 2446850

Email : investorfeedback@occlindia.com | Website : www.occlindia.com

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS OF ORIENTAL CARBON & CHEMICALS LIMITED PURSUANT TO ORDER DATED 24 JANUARY 2023 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

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MEETING
Day Thursday
Date 27 April 2023
Time 3:00 P.M. (IST)
Mode of Meeting As per the directions of the Hon’ble National Company Law
Tribunal, Ahmedabad Bench, the meeting shall be
conducted through Video Conferencing ( “VC” ) / Other
Audio-Visual Means ( “OAVM” )
Cut-off date for e-voting Thursday, 20 April 2023
Remote e-voting start date and time Sunday, 23 April 2023 at 9:00 A.M. (IST)
Remote e-voting end date and time Wednesday, 26 April 2023 at 5:00 P.M. (IST)
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Sr. No.	Contents	Page Nos.
1.	Notice of Meeting of Equity Shareholders of Oriental Carbon & Chemicals Limited (“Notice”)	3
2.	Statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 (“Act”) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA Rules”)	18
3.	Annexure I Scheme of Arrangement between Oriental Carbon & Chemicals Limited (“Company” or “Demerged Company”) and OCCL Limited (“Resulting Company”) and their respective shareholders and creditors (“Scheme”)	36
4.	Annexure II Copy of the statement of standalone and consolidated unaudited financial results for the quarter and nine months ended as on 31 December 2022 of the Company	53

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Sr. Contents Page Nos.
No.
5. Annexure III
Copy of the audited special purpose financial statements as on 30 September 59
2022 of the Resulting Company
6. Annexure IV
Observation Letters dated 2 December 2022 issued by BSE Limited (“ BSE ”) 79
and National Stock Exchange of India Limited (“ NSE ”), respectively
7. Annexure V
86
Complaint reports submitted by the Company to BSE and NSE
8. Annexure VI
Details of ongoing adjudication & recovery proceedings, prosecution
90
initiated, and all other enforcement action taken against the Company, its
promoters and directors
9. Annexure VII
Report of the Board of Directors of the Company and the Resulting Company 92
pursuant to Section 232(2)(c) of the Act
10. Annexure VIII
Share Entitlement Ratio Reports dated 24 May 2022 issued by Ms.
98
Madhumita Karar, Registered Valuer IBBI/RV/06/2018/10341 (“ Share
Entitlement Ratio Report ”)
11. Annexure IX
Fairness Opinion dated 24 May 2022 issued by M/s. VC Corporate Advisors
110
Private Limited (Registration No. INM0000011096), an Independent SEBI
registered Merchant Banker ( “Fairness Opinion” )
12. Annexure X
Indicative list of the assets and liabilities of the Demerged Undertaking being 122
transferred to the Resulting Company as on 30 September 2022
13. Annexure XI
Abridged prospectus providing information pertaining to the unlisted
entities i.e. Resulting Company involved in the Scheme as per the format
124
specified in Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018 (“ ICDR Regulations ”) read with SEBI
Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated 4 February 2022
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The Notice of the Meeting, Statement under Section 230 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules and Annexure I to Annexure XI should be read together.

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FORM NO. CAA. 2

[Pursuant to Section 230 (3) of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

C.A.(CAA)/1(AHM)2023

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND

IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN ORIENTAL CARBON & CHEMICALS LIMITED AND OCCL LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

Oriental Carbon & Chemicals Limited , a ) company incorporated under the ) ) provisions of the Companies Act, 1956 ) having corporate identity number ) L24297GJ1978PLC133845 and having its ) Registered Office at Plot No. 30-33, Survey ) No. 77, Nishant Park, Village -Nana Kapaya, ) District Mundra, Kachchh - 370 415, ) … Company / Demerged Company Gujarat

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS

To, The Equity Shareholders of Oriental Carbon & Chemicals Limited

1. NOTICE is hereby given that, in accordance with the Order dated 24 January 2023 in the above mentioned Company Application, passed by the Hon’ble National Company Law Tribunal, Ahmedabad Bench (“ NCLT ” or “ Tribunal ”) (“ NCLT Order ” or “ Tribunal Order ”), a meeting of the Equity Shareholders of the Company will be held for the purpose of their considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of arrangement between Oriental Carbon & Chemicals Limited (“ Company ” or “ Demerged Company ”) and OCCL Limited (“ Resulting Company ”) and their respective shareholders and creditors (“ Scheme ”) on Thursday , 27 April 2023 at 3:00 P.M. (IST) (“ Meeting ”).

2. Pursuant to the said NCLT Order and as directed therein, the Meeting of the Equity Shareholders of the Company (“ Meeting ”) will be held through Video Conferencing (“ VC ”)/ Other Audio Visual Means (“ OAVM ”), in compliance with the applicable provisions of the Companies Act, 2013 (“ Act ”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”) to consider, and if thought fit, to pass, with or without modification(s), the following resolution for approval of the Scheme by requisite majority as prescribed under Section 230 (6) read with Section 230(1) of the Act, as amended:

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“ RESOLVED THAT pursuant to the provisions of Sections 230 and 232 of the Companies Act, 2013, the rules, circulars and notifications made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) and circulars issued thereof, for the time being in force) and subject to the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon’ble jurisdictional National Company Law Tribunal (“ Tribunal ”) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be deemed appropriate by the parties to the Scheme, at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “ Board ” which term shall be deemed to mean and include one or more Committee(s) constituted/ to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Scheme of Arrangement between Oriental Carbon & Chemicals Limited and OCCL Limited and their respective shareholders and creditors (“ Scheme ”), be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this Resolution and effectively implement the arrangement embodied in the Scheme and to make any modifications or amendments to the Scheme at any time and for any reason whatsoever, and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Tribunal while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper.”

1. TAKE FURTHER NOTICE that the Equity Shareholders shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes: (a) through e-voting system available at the Meeting to be held virtually (“ e-voting at the Meeting ”); or (b) by remote electronic voting (“ remote e-voting ”) during the period as stated below:

REMOTE E-VOTING PERIOD	REMOTE E-VOTING PERIOD
Commencement of voting	Sunday, 23 April 2023 at 9:00 A.M. (IST)
End of voting	Wednesday, 26 April 2023 at 5:00 P.M. (IST)

1. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date, i.e., Thursday , 20 April 2023 only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an Equity Shareholder as on the cut-off date, should treat the Notice for information purpose only.

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1. A copy of the said Scheme, statement under Sections 230 and 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“ CAA Rules ”) along with all annexures to such statement are appended. A copy of this Notice and the accompanying documents are also placed on the website of the Company and can be accessed at www.occlindia.com; the website of Link Intime India Private Limited (“ LIIPL ”) viz. https://instavote.linkintime.co.in/ , being the agency appointed by the Company to provide the e-voting and other facilities for convening of the Meeting and the website of the Stock Exchanges i.e., BSE Limited (“ BSE ”) viz. www.bseindia.com and the National Stock Exchange of India Limited (“ NSE ”) viz. www.nseindia.com.

2. The NCLT has appointed Mr. Bimal Kumar Sipani, Chartered Accountant, (Membership No. 088926), Partner of M/s. Singhi & Co, Chartered Accountants, failing whom, Mr. Nitin Mishra, Advocate on Record, Supreme Court of India (Enrol No. D/677/2007), to be the Chairperson for the Meeting and Mr. Pawan Kumar Sarawagi (Membership No. FCS 3381), of M/s. P Sarawagi & Associates, Company Secretaries to be the Scrutinizer for the Meeting.

3. The Scheme, if approved at the aforesaid Meeting, will be subject to the subsequent sanction of the NCLT and such other approvals, permissions and sanctions of regulatory or other authorities, as may be necessary.

Sd/Mr. Bimal Kumar Sipani Chairman of the Meeting appointed by the NCLT

Noida, Monday, 27 March 2023

Registered Office:

Plot No. 30-33, Survey No. 77, Nishant Park, Village -Nana Kapaya, District Mundra, Kachchh - 370 415, Gujarat CIN: L24297GJ1978PLC133845 Website: www.occlindia.com E-mail: investorfeedback@occlindia.com Tel.: +91 120 2446850

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Notes for Meeting of Equity Shareholders of the Company

General instructions for accessing and participating in the Meeting through VC/ OAVM facility and voting through electronic means including remote e-voting

1. Pursuant to the Order passed by the NCLT, the Meeting of the Equity Shareholders of the Company will be held through VC/ OAVM.

2. Since, the Meeting is being held pursuant to Order passed by the NCLT through VC/ OAVM, physical attendance of the Equity Shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by Equity Shareholders will not be available for the Meeting. However, in pursuance of Section 113 of the Act, authorized representatives of institutional/ corporate Equity Shareholders may be appointed for the purpose of voting through remote e- voting, for participation in the Meeting through VC/ OAVM facility and e-voting at the Meeting provided that such Equity Shareholder sends a scanned copy (PDF/JPG Format) of its board or governing body resolution/ authorization etc., authorizing its representative to attend the Meeting through VC/ OAVM on its behalf, vote through e-voting at the Meeting and/or to vote through remote e-voting, on its behalf. The scanned image of the abovementioned documents should be in the name format ‘OCCL’. The said resolution/ authorization shall be sent to the scrutinizer by email through his registered email id address to pawan.sarawagi@gmail.com and to the Company at investorfeedback@occlindia.com, before the Meeting or before the remote e-voting, as the case may be. The corporate Equity Shareholders can also upload documents in LIIPL e-voting system for verification by scrutiniser.

3. The proceedings of this Meeting would be deemed to have been conducted at the Registered Office of the Company located at Plot No. 30-33, Survey No. 77, Nishant Park, Village -Nana Kapaya, District Mundra, Kachchh - 370 415, Gujarat, India.

4. Equity Shareholders attending the Meeting through VC / OAVM shall be reckoned for the purpose of quorum. In terms of the NCLT Order, the quorum for the Meeting shall be as per Section 103(1)(a)(iii) of the Act.

5. The aforesaid particulars are being sent through electronic mode to those Equity Shareholders whose e-mail IDs are registered with the Company’s Registrar & Share Transfer Agent (“ RTA ”) i.e., LIIPL, or Depository Participants or the Company. The aforesaid particulars are being sent to all the Equity Shareholders whose names appear in the register of members/ list of beneficial owners as on 24 March 2023.

6. LIIPL, e-voting agency, will provide the facility for voting to the Equity Shareholders through remote e-voting, for participation in the Meeting through VC/ OAVM and e-voting at the Meeting.

7. Voting rights of an Equity Shareholder/ beneficial owner shall be in proportion to his/ her/ its shareholding in the paid-up equity share capital of the Company as on the Cut-off Date (specified in the Notice).

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1. The Statement pursuant to Section 230 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules in respect of the business set out in the Notice of the Meeting is annexed hereto.

2. Since the Meeting will be held through VC/ OAVM in accordance with the Order passed by the NCLT, the route map, proxy form and attendance slip are not attached to this Notice.

3. In case of joint Equity Shareholders attending the Meeting, only such joint Equity Shareholder who is higher in the order of names will be entitled to vote at the Meeting.

4. A copy of the Scheme, Statement under Section 230 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules along with all annexures to Statement are enclosed herewith. A copy of this Notice and the accompanying documents are also placed on the website of the Company and can be accessed at: www.occlindia.com; the website of LLIPL viz . www.instavote.linkintime.co.in/, being the agency appointed by the Company to provide e-voting and other facilities for the Meeting and the website of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited viz . www.bseindia.com and www.nseindia.com, respectively. All the documents referred to in the accompanying Statement, shall be available for inspection through electronic mode during the proceedings of the Meeting. Equity shareholders seeking to inspect copies of the said documents may send an email to the Company Secretary at investorfeedback@occlindia.com. Further, all the documents referred to in the accompanying explanatory statement shall also be open for inspection to the Equity Shareholders at the Registered Office of the Company between 10:30 A.M. to 12:30 P.M., on all working days up to the date of the Meeting.

5. If so desired, Equity Shareholders may obtain a physical copy of the Notice and the accompanying documents, i.e., Scheme and the Statement under Section 230 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules, free of charge. A written request in this regard, along with details of your shareholding in the Company, may be addressed to the Company Secretary at investorfeedback@occlindia.com.

6. Subject to receipt of requisite majority of votes as per Section 230 to 232 of the Act, the Resolution proposed in the Notice shall be deemed to have been passed on the date of the Meeting (specified in the Notice).

7. In terms of Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021 read with Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 issued by the Securities and Exchange Board of India (“ SEBI ”), the SEBI has mandated the submission of Permanent Account Number (“ PAN ”) by every participant in the securities market. The Equity Shareholders of the Company holding equity shares in electronic form who have not submitted their PAN to their Depository Participants are requested to submit their PAN to their Depository Participants and those Equity Shareholders holding equity shares in physical form who have not submitted their PAN are requested to submit their PAN to the

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Company’s RTA through Form ISR-1 duly filled with details including Folio Number and attaching a self-attested copy of PAN card to LIIPL, RTA of the Company at kolkata@linkintime.co.in .

1. The Equity Shareholders of the Company holding equity shares in physical mode, who have not registered / updated their email addresses with the Company, are requested to register/ update the same by sending an application to the RTA of the Company through Form ISR-1 as per the instructions provided in Point no. 14 stated above.

2. Procedure for joining the Meeting through VC/ OAVM

3. (a) The Company will provide VC/ OAVM facility to its Equity Shareholders for participating in the Meeting. The Equity Shareholders will be able to attend the Meeting through VC/ OAVM or view the live webcast of the Meeting at https://instameet.linkintime.co.in by using their Instameet credentials, for voting as well as for participation in the Meeting.

4. (b) The Equity Shareholders may join the Meeting through laptops, smartphones, tablets or iPads for better experience. Further, the Equity Shareholders will be required to use internet with a good speed to avoid any disturbance during the Meeting. The Equity Shareholders will need the latest version of Chrome, Safari, MS Edge or Mozilla Firefox.

5. (c) Please note that the participants connecting from mobile devices or tablets or through laptops connecting via mobile hotspot may experience audio/ video loss due to fluctuation in their respective network. It is therefore recommended to use stable WiFi or LAN connection to mitigate any glitches.

6. (d) Facility to join the Meeting will be opened 15 minutes before the scheduled time of the Meeting and will be kept open throughout the proceedings of the Meeting.

7. (e) The Equity Shareholders who would like to express their views or ask questions during the Meeting may register themselves as speakers by mentioning their name, demat account number/ folio number, email id and mobile number, at investorfeedback@occlindia.com. The speaker registration will be open three days prior to the date of the meeting but not later than the close of business hour on 26 April 2023. Only those Equity Shareholders who are registered as speakers will be allowed to express their views or ask questions.

8. (f) The Equity Shareholders seeking any information with regard to the matter to be considered at the Meeting, are requested to write to the Company on or before Monday, 24 April 2023 at 5:00 P.M. (IST) through email on investorfeedback@occlindia.com. The same will be replied by the Company suitably.

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• (g) The Chairman at its discretion reserves the right to restrict the number of questions and number of speakers, depending upon availability of time as appropriate for smooth conduct of the Meeting.

• (h) In case of joint Equity Shareholders attending the Meeting, only such joint Equity Shareholder who is higher in the order of names will be entitled to vote at the Meeting.

• Remote e-voting instructions for Equity Shareholders

• (a) Pursuant to the Circular dated December 9, 2020 bearing reference no. SEBI/HO/CFD/CMD/CIR/P/2020/242 issued by the SEBI on e-voting facility provided by listed companies, individual Equity Shareholders holding securities in demat mode can vote through their demat account maintained with Depository Participants. The Equity Shareholders are advised to update their mobile number and email id in their demat accounts to access e-Voting facility.

• (b) Login method for Individual shareholders holding securities in demat mode/ physical mode is given below:

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Type of shareholders Login Method	Type of shareholders Login Method	Type of shareholders Login Method
Individual Equity Shareholders holding equity shares in demat mode with NSDL	1. 2.	Existing IDeAS user can visit the e-Services website of NSDL viz. https://eservices.nsdl.com either on a personal computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login”” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e- Voting services and you will be able to see e- Voting page. Click on the Company name or e- Voting service provider name i.e. LINKINTIME and you will be re-directed to “InstaVote” website for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDi rectReg.jsp

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Type of shareholders	Login Method	Login Method	Login Method
	3.		Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/ OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e- Voting page. Click on the Company name or e- Voting service provider name i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.
Individual Equity Shareholders holding securities in demat mode with CDSL	1. 2. 3.	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. The option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-Voting is in progress as per the information provided by the company. On clicking the e-Voting option, the user will be able to see e-Voting page of the e-Voting service provider i.e. LIIPL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there are also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, the option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

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Type of shareholders	Login Method
	4. Alternatively, the user can directly access the e- Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, the user will be able to see the e-Voting option where the e-Voting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Equity Shareholders (holding securities in demat mode) & login through their depository participants	1. You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. 2. Upon logging in, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name i.e. LIIPL and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.
Individual Equity Shareholders holding securities in physical mode	1. Open the internet browser and launch the URL: https://instavote. linkintime.co.in 2. Click on“Sign Up”under‘SHARE HOLDER’tab and register with your following details:- A.User ID:Equity Shareholders holding shares in physical form shall provide Event No (230083) + Folio Number registered with the Company. B.PAN:Enter your 10-digit Permanent Account Number (PAN) (Equity Shareholders who have not updated their PAN with the RTA/ Company

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Type of shareholders Login Method

shall use the sequence number provided to you, if applicable. C.DOB/DOI:Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format) D.Bank Account Number:Enter your Bank Account Number (last four digits), as recorded with your DP/Company. _Equity Shareholders holding shares in physical_ form but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above  Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&), at least one numeral, at least one alphabet and at least one capital letter).  Click “confirm” (Your password is now generated). 3. Click on ‘Login’ under ‘SHAREHOLDER’ tab. 4. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’ CAST YOUR VOTE ELECTRONICALLY: 1. After successful login, you will be able to see the notification for e-voting. Select‘View’ icon. 2. E-voting page will appear. 3. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link). 4. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your

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Type of shareholders Login Method vote, click on ‘ Yes ’, else to change your vote, click on ‘ No ’ and accordingly modify your vote.

18. Guidelines for Institutional shareholders

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime.co.in and register themselves as ‘ Custodian / Mutual Fund / Corporate Body ’. They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘ Custodian / Mutual Fund / Corporate Body ’ login for the Scrutinizer to verify the same.

19. Individual Equity Shareholders holding shares in physical mode have forgotten the password:

• (a) If an individual Equity Shareholder holding shares in physical mode has forgotten the USER ID [Login ID] or Password or both, then, the Equity Shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https:// instavote.linkintime.co.in.

  • Click on ‘ Login ’ under ‘ SHAREHOLDER ’ tab and further Click ‘ forgot password ?’

  • Enter User ID , select Mode and Enter Image Verification (CAPTCHA) Code and Click on ‘ Submit ’.

• (b) In case an Equity Shareholder is having valid email address, password will be sent to his/her registered e-mail address.

• (c) The Equity Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above.

• (d) The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

• (e) User ID for the Equity Shareholders holding shares in physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company

• Individual Equity Shareholders holding shares in demat mode with NSDL/CDSL have forgotten the password:

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• (a) Equity Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned Depository Participants website.

• (b) It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (c) For Equity Shareholders holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

• (d) During the voting period, Equity Shareholders can login any number of time till they have voted on the resolution(s) for a particular “Event”.

21. Helpdesk for Individual Equity Shareholders holding securities in demat mode:

Individual Equity Shareholders holding shares in demat mode may contact the respective helpdesk for any technical issues related to login through Depository Participants i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Equity Shareholders holding shares in demat mode with NSDL	Equity Shareholders facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 022 - 4886 7000 and 022 - 2499 7000
Individual Equity Shareholders holding shares in demat mode with CDSL	Equity Shareholders facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33.

22. Helpdesk for Individual Equity Shareholders holding shares in physical mode/ Institutional Equity Shareholders:

In case Equity Shareholders holding shares in physical mode/ Institutional Equity Shareholders have any queries regarding e-voting, they may refer the Frequently Asked Questions ( ‘FAQs’ ) and InstaVote e-Voting manual available at https://instavote.linkintime.co.in, under Help section or send an email to notices@ linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

23. Instructions for Equity Shareholders to vote during the Meeting through InstaMeet:

• (a) Once the electronic voting is activated by the scrutinizer/ moderator during the Meeting, Equity Shareholders who have not exercised their vote through the remote e-voting can cast the vote as under:

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  - (i) On the Equity Shareholders VC page, click on the link for e-Voting, “Cast your vote”

  - (ii) Enter your 16 digit Demat Account No. / Folio Number and OTP (received on the registered mobile number/ registered e-mail Id) received during registration for InstaMeet and click on ‘Submit’.

  - (iii) After successful login, you will see “Resolution Description” and against the same the option “Favour/Against” for voting.

  - (iv) Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/Against’.

  - (v) After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote.

  - (vi) Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

• (b) Equity Shareholders who will be present in the Meeting through InstaMeet facility and have not casted their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting at the Meeting. Equity Shareholders who have voted through remote e-voting prior to the Meeting will be eligible to attend/participate in the Meeting through InstaMeet. However, they will not be eligible to vote again during the Meeting.

• Equity Shareholders are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

• Please note that Equity Shareholders connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches. In case Equity Shareholders have any queries regarding login/ e-voting, they may send an email to instameet@linkintime.co.in or contact on: - Tel: 022-49186175.

• Process and manner for attending the Meeting through InstaMeet:

• (a) Open the internet browser and launch the URL: https:// instameet.linkintime.co.in >>Select the “Company” and ‘Event Date’ and register with your following details:-

• (b) Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio Number

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  - (i) Equity Shareholders holding shares in **CDSL demat account shall provide 16 Digit Beneficiary ID.**

  - (ii) Equity Shareholders holding shares in **NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID.**

  - (iii) Equity Shareholders holding shares in **physical form shall provide Folio Number registered with the Company.**

• (c) PAN: Enter your 10-digit Permanent Account Number (PAN) (Equity Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

• (d) Mobile No.: Enter your mobile number

• (e) Email ID: Enter your email id, as recorded with your DP/Company.

• (f) >>Click “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked for the meeting).

• Instructions for Equity Shareholders to Speak during the Meeting through InstaMeet:

• (a) Equity Shareholders who would like to speak during the Meeting must register their request 7 days in advance with the Company by sending an email to: investorfeedback@occlindia.com.

• (b) Equity Shareholders will get confirmation on first cum first basis depending upon the provision made by the Company.

• (c) Equity Shareholders will receive “speaking serial number” once they mark attendance for the Meeting.

• (d) Please remember speaking serial number and start your conversation with panelist by switching on video mode and audio of your device.

• (e) Equity Shareholders are requested to speak only when moderator of the meeting/management will announce the name and serial number for speaking.

• Any person, who acquires shares of the Company and becomes an Equity Shareholder of the Company after sending the Notice of the Meeting and holding equity shares as of the cut-off date needs to refer the instruction above regarding login ID and password and may contact the Company or RTA for any query or assistance in this regard. Any person who is not an Equity Shareholder as on the cut-off date should treat this Notice for information purposes only.

• Only those Equity Shareholders, whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date shall be entitled to avail the facility of remote e-voting as well as e-voting at the Meeting.

Page 16 of 132

1. The Scrutinizer will, after the conclusion of e-voting at the Meeting, scrutinize the votes cast at the Meeting and votes cast through remote e-voting, make a consolidated Scrutinizer’s Report and submit the same to the Chairman of the Meeting. The result of voting for the Meeting will be declared within 2 (two) working days of the conclusion of the Meeting and the same, along with the consolidated Scrutinizer’s Report, will be placed on the website of the Company: www.occlindia.com and on the website of LIIPL at www.instavote.linkintime.co.in/. The result will simultaneously be communicated to the Stock Exchanges. The result will also be displayed at the Registered Office of the Company.

Equity Shareholders are requested to carefully read all the Notes set out herein and in particular, instructions for joining the Meeting, manner of casting vote through remote e-voting or e-voting at the Meeting.

Page 17 of 132

BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

C.A.(CAA)/1(AHM)2023

IN THE MATTER OF SECTIONS 230 TO 232

AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN ORIENTAL CARBON & CHEMICALS LIMITED AND OCCL LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

Oriental Carbon & Chemicals Limited , a ) company incorporated under the provisions ) ) of the Companies Act, 1956 having corporate ) identity number L24297GJ1978PLC133845 ) and having its Registered Office at Plot No. ) 30-33, Survey No. 77, Nishant Park, Village - ) Nana Kapaya, District Mundra, Kachchh - 370 ) 415, Gujarat ) … Company / Demerged Company

STATEMENT UNDER SECTIONS 230 AND 232 READ WITH SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (“ACT”) AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (“CAA RULES”) TO THE NOTICE OF THE MEETING OF EQUITY SHAREHOLDERS OF ORIENTAL CARBON & CHEMICALS LIMITED CONVENED PURSUANT TO ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH (“NCLT” OR “TRIBUNAL” ) DATED 24 JANUARY 2023 (“NCLT ORDER” OR “TRIBUNAL ORDER”)

1. MEETING FOR THE SCHEME

This is a statement accompanying the Notice convening the Meeting of Equity Shareholders of Oriental Carbon & Chemicals Limited (“ Company ”), for the purpose of their considering and if thought fit, approving, with or without modification(s), the proposed Scheme of arrangement between Oriental Carbon & Chemicals Limited (“ Demerged Company ” or “ Company ”) and OCCL Limited (“ Resulting Company ”) and their respective shareholders and creditors (“ Scheme ”). The Scheme provides for the (i) demerger, transfer and vesting of the Demerged Undertaking ( as defined in the Scheme ) from the Company into the Resulting Company on a going concern basis; and (ii) reorganisation of the authorised share capital of the Resulting Company and reduction and cancellation of the existing paid-up share capital of the Resulting Company. The Scheme also provides for various other matters consequential thereto or otherwise. A copy of the Scheme is attached hereto as Annexure I .

Capital terms not defined herein and used in the Notice and this Statement shall have the same meaning as ascribed to them in the Scheme.

Page 18 of 132

2. RATIONALE AND BENEFITS OF THE SCHEME

The circumstances which justify and/or have necessitated the said Scheme and the benefits of the same are, inter alia , as follows:

“

1. As part of an overall strategy for the optimum running, growth and development of the businesses of the Demerged Company, it is considered desirable and expedient to reorganise and reconstruct the Demerged Company by demerging its Chemical Business to the Resulting Company. This will result in the creation of two separate robust entities viz., the Resulting Company focussing exclusively on the Chemical Business and the Demerged Company shall continue to be in the business of investments and intends to initiate trading business such as commodity trading etc.

2. The Scheme is expected, inter alia, to result in the following benefits:

• (i) value unlocking of the respective businesses of the Demerged Company and the Resulting Company based on respective risk return profile and cash flows;

• (ii) provide better flexibility in accessing capital and attract business specific partners and investors; and

• (iii) focused management approach for pursuing revenue growth and expansion opportunities in the respective businesses verticals.

3. The proposed restructuring is in the interest of the shareholders, creditors, employees, and other stakeholders of the Parties.”

3. BACKGROUND OF THE COMPANIES:

A. Particulars of the Company

• (i) Oriental Carbon & Chemicals Limited is a public company incorporated under the provisions of the Companies Act, 1956. The Registered Office of the Company is situated at Plot No. 30-33, Survey No. 77, Nishant Park, Village -Nana Kapaya, District Mundra, Kachchh - 370 415, Gujarat, India. The Company is accordingly registered with the Registrar of Companies, Ahmedabad, having Corporate Identity Number (CIN) L24297GJ1978PLC133845. Its Permanent Account Number with the Income Tax Department is AAACO3006F. The email address of the Company is investorfeedback@occlindia.com and the website is www.occlindia.com. The Company was incorporated on 19 June 1978, under the provisions of the Companies Act, 1956 under the name of ‘Dharuhera Chemicals Limited’. A certificate of incorporation dated 19th June 1978 was issued by the Assistant Registrar of Companies, West Bengal. Subsequent thereto, the name of the Company was changed to ‘Oriental Carbon & Chemicals Limited’. A copy of the certificate of incorporation consequent on change of name dated 24 January 1985 was issued by the Assistant Registrar of Companies, West Bengal. Thereafter, the Registered Office of the Company was shifted to Kutch in the State of Gujarat on 9 June 2022 pursuant

Page 19 of 132

to which, fresh certificate of incorporation consequent on change of Registered Office was issued by the Registrar of Companies, Ahmedabad. The equity shares of the Company are listed on the BSE Limited (“ BSE ”) and the National Stock Exchange of India Limited (“ NSE ”) (collectively referred to as “ Stock Exchanges ”).

(ii) Main objects of the Company have been reproduced as below:

“

3. A. MAIN OBJECTS TO BE PURSUED ON INCORPORATION

1. To carry on the business of importers, exporters, manufacturers of and dealers in all kinds of Chemicals, heavy, industrial, marine or otherwise including caustic soda, soda ash, chlorine, Sulphur, sulphuric acid, alum, chloro-sulphuric acid superphosphates, carbon bisulphide, sodium sulphate, calcium sulphate and other sulphates and all other minerals, drysalters, oleum and all products and by-products thereof any nature or kind whatsoever and to manufacture, process and deal in all or any other articles or things of a character similar or analogous to the foregoing or any of them or connected therewith.

2. To carry on the business of importers, exporters and manufacturers of and dealers in all kinds of alkaline, acids, solvents, drugs, tanins, essences, homes, trace elements and pharmaceutical, photographical, sizing, medicinal chemical, petrochemical industrial and other preparations and articles of any nature and kind whatsoever, waxes natural and. Synthetic, industrial solvents and ,pasting agents, extenders[.] , rubber chemicals including vulcanizers, antioxidants, accelerators, reinforcing agents, carbon black, silica, compounds, softeners, blowing agents and special chemical substance, plasticizers, oils, paints, pigments and varnishes, dyestuffs, organic or mineral, intermediate makers and dealers in proprietary articles of all kinds.

3. To manufacture and prepare salt from saline water and to refine, manipulate, import, export and deal in all kinds of salts including chemical salts, sea salts, rock salts, mineral salts and minerals, their derivatives, products, by-products and compounds of any nature and kind whatsoever.

4. To own, prospect for, explore, acquire by lease, license. purchase or otherwise, open, work, develop and maintain natural deposits of salt brine, natron, soda, kieselguhr nitrates and other chemical substances of all kinds and to carry on and conduct the business of working and getting and supplying to other person such salts, brine and other substances.

5. To refine, treat and render merchantable and fit for use natural deposits of salt, brine, natron, soda, kieselguhr nitrates and other chemical substances of all kinds obtained as aforesaid and to manufacture therefrom by any electrolytic metallurgic or others forms of plant or process every kind of chemical and other products and by-products.

6. To purchase take on lease or otherwise acquire any mining rights, mines and lands in India or elsewhere believed to contain metallic, mineral saline or chemical substances, French chalk, China clay, bentonite and other clay, boryles, calcite and such other ingredients including coal, lignits, rockphoshate, brimstone, brine, bauxite, rare earths

Page 20 of 132

which may seem suitable or useful or for any of the Company's objects and any interest therein and to explore, work, exercise, develop and turn to account the same.

7. To carry on the business of distillers, refinery operators, compounders, synthetists, analysts, physicists, reactor operators, gas producers and consumers petrochemicals of all types, prospectors, explorers of oil drillers and miners.

8. To undertake financial and commercial obligations, transactions and operations of all kinds.

9. To invest the moneys in such investment as may be thought proper and to hold sell or otherwise deal with such investments.”

During the last five years, there has been no change in the main objects clause of the Company.

• (iii) The Company is engaged in the business of manufacturing and sales of chemicals (insoluble sulphur, sulphuric acid and oleum) and investments. The Company is a global supplier of insoluble sulphur of which about two-third of the turnover is from exports. The manufacturing facilities of the Company are located in the states of Haryana and Gujarat.

• (iv) The share capital of the Company as on 28 February 2023 is as follows:

==> picture [387 x 118] intentionally omitted <==

----- Start of picture text -----

Share Capital INR
Authorised Share Capital
1,49,90,000 equity shares of INR 10 each 14,99,00,000
1,000 redeemable cumulative preference shares of INR 100 each 1,00,000
Total 15,00,00,000
Issued, Subscribed and Paid-up Share Capital
99,90,092 equity shares of INR 10 each 9,99,00,920
Total 9,99,00,920
----- End of picture text -----

• (v) The latest annual financial statements of the Company have been audited for the financial year ended on 31 March 2022. The copy of the statement of standalone and consolidated unaudited financial results for the quarter and nine months ended as on 31 December 2022 of the Company is attached hereto as Annexure II .

• (vi) The details of Promoters and Directors of the Company as on the date of the Notice along with their addresses are mentioned herein below:

Page 21 of 132

==> picture [391 x 633] intentionally omitted <==

----- Start of picture text -----

Sr.
Name Category Address
No.
Promoter & Promoter Group
1 Mr. Jagdish Prasad Goenka Promoter Usha Kiran Bldg, 19 [th]
Floor, M.L. Dahanukar
Marg, Behind Jaslok
Hospital, Cumballa Hill,
Mumbai–400026,
Maharashtra
2 Mr. Arvind Goenka Promoter H. NO. D-1048 New
Friends Colony, South
Delhi, Delhi 110025
3 Mrs. Aparna Goenka Promoter H. NO. D-1048 New
Friends Colony, South
Delhi, Delhi 110025
4 Mr. Akshat Goenka Promoter H. NO. D-1048 New
Friends Colony, South
Delhi, Delhi 110025
5 Cosmopolitan Investments Limited Promoter Group 31, Netaji Subhas Road
Kolkata-700001, West
Bengal
6 New India Investment Corporation Promoter Group 31, Netaji Subhas Road
Limited Kolkata-700001, West
Bengal
7 Duncan International (India) Limited Promoter Group 31, Netaji Subhas Road
Kolkata-700001, West
Bengal
8 Haldia Investment Company Limited Promoter Group 31, Netaji Subhas Road
Kolkata-700001, West
Bengal
9 Disciplined Investments Limited Promoter Group 31, Netaji Subhas Road
Kolkata-700001, West
Bengal
Directors
1 Mr. Jagdish Prasad Goenka Non Executive Usha Kiran Bldg, 19 [th]
Director Floor, M.L. Dahanukar
Marg, Behind Jaslok
Hospital, Cumballa Hill,
Mumbai–400026,
Maharashtra
2 Mr. Arvind Goenka Managing H. NO. D-1048 New
Director Friends Colony, South
Delhi, Delhi 110025
----- End of picture text -----

Page 22 of 132

==> picture [391 x 368] intentionally omitted <==

----- Start of picture text -----

Sr.
Name Category Address
No.
3 Mr. Suman Jyoti Khaitan Independent W-13, Greater Kailash
Director Part-II, New Delhi –
110048
4 Mr. Om Prakash Dubey Independent Flat No. 402, ‘Moti
Director Deep’, Wing ‘A’, Banner
– Balewadi Road, Off
Balewadi Phata, Pune –
411045
5 Mr. Kailasam Raghuraman Independent No. 39, Amaravathy
Director Nagar, Arumbakkam,
Chennai – 600106
6 Mr. Akshat Goenka Joint Managing H. NO. D-1048 New
Director Friends Colony, South
Delhi, Delhi 110025
7 Mrs. Runa Mukherjee Independent Flat no 3, Marvel
Director Merlot, Land D,
Koregaon Park, Pune,
Maharashtra, 411001.
8 Mr. Sanjay Verma Nominee Flat No 4103, 41st
Director Floor, Tower A,
Omkar1973, Pandurang
Badhkar Marg, Worli,
Mumbai 40003
----- End of picture text -----

B. Particulars of the Resulting Company

• (i) OCCL Limited is a public company incorporated under the provisions of the Companies Act, 2013 in Ahmedabad, Gujarat. The Registered Office of the Resulting Company is situated at Plot No. 30, 31, 32 & 33, Survey No. 77, Nishant Park, Village -Nana Kapaya, District Mundra, Kachchh - 370 421, Gujarat. The Resulting Company is accordingly registered with the Registrar of Companies, Ahmedabad, having Corporate Identity Number (CIN) U24302GJ2022PLC131360. Its Permanent Account Number with the Income Tax Department is AADCO7609P. The email address of the Resulting Company is mundra@occlindia.com. The Resulting Company was incorporated on 25 April 2022 under the provisions of the Companies Act, 2013 in Ahmedabad, Gujarat, under the name of ‘OCCL Limited’. The equity shares of the Resulting Company are not listed on any Stock Exchanges. The Resulting Company is a wholly owned subsidiary of the Company.

• (ii) Main objects of the Resulting Company have been summarized as below for the perusal of the shareholders:

Page 23 of 132

“

3. (a)The objects to be pursued by the company on its incorporation are:

1. To carry on business of manufacturers, importers, exporters and dealers in all kinds of Chemicals, heavy, industrial, marine or otherwise including caustic soda, soda ash, chlorine, sulphur, sulphuric acid, alum. Cholo-sulphuric acid, superphosphates, carbon bisulphide, sodium sulphate, calcium sulphate and other sulphates and all other minerals, drysalters, oleum and all products and by-products thereof any nature or kind whatsoever and to manufacturer, process and deal in all or any other article or things of character similar or analogous to the forgoing or any of them or connected therewith.

2. To carry on the business of importers, exporters and manufacturers of and dealers of all kinds of alkalines, acids, solvents, drugs, tanins, essences, hormes, trace elements and pharmaceutical, photographical, sizing, medicinal chemical, petrochemical industrial and other preparations and articles of any nature and kind whatsoever, waxes natural and synthetic, industrial solvents and pasting agents, extenders, synthetic and natural rubbers and products thereof, rubber chemicals including vulcanisers such as Insoluble sulphur and derivatives thereof, anti-oxidants, accelerators, reinforcing agents, carbon black, silica, compounds, softners, blowing agents and special chemical substance, plasticizers, oils, paints, pigments and vanishes, dyestuffs, organic or mineral, intermediate makers and dealers in proprietary articles of all kinds.

3. To purchase, take on lease or in exchange, or otherwise acquire, either absolutely or by lease, license, concession, grant or otherwise, any lands, mines, mineral rights, easements, rights, and privileges, and to search for ores and minerals, mine and grant licenses for mining in or over any lands which may be acquired by the Company, and to lease out any such lands for building or agricultural use, and to sell or otherwise dispose of the lands, mines or other property of the Company.

4. To undertake financial and commercial obligations, transactions and operation of all kind.”

Since the date of incorporation i.e. 25 April 2022, there has been no change in the objects clause of the Resulting Company.

• (iii) The Resulting Company is incorporated to carry on the business of manufacturing, sale, purchase, etc. of all type of chemicals and chemical products and providing all services and utilities for the same.

• (iv) The share capital of the Resulting Company as on 28 February 2023 is as follows:

==> picture [395 x 66] intentionally omitted <==

----- Start of picture text -----

Share Capital INR
Authorised Share Capital
50,000 equity shares of INR 10 each 5,00,000
Total 5,00,000
----- End of picture text -----

Page 24 of 132

Share Capital	INR
Issued, Subscribed and Paid-up Share Capital
10,000 equityshares of INR 10 each	1,00,000
Total	1,00,000

• (v) The special purpose financial statements of the Resulting Company are audited as on 15 May 2022. The copy of the audited special purpose financial statements of the Resulting Company as on 30 September 2022 is appended as Annexure III .

• (vi) The details of Promoters and Directors of the Resulting Company as on the date of the Notice along with their addresses are mentioned herein below:

==> picture [391 x 260] intentionally omitted <==

----- Start of picture text -----

Sr.
Name Category Address
No.
Promoter & Promoter Group
1. Oriental Carbon & Chemicals Promoter Plot No. 30-33, Survey No. 77,
Limited Nishant Park, Nana Kapaya,
District Mundra, Kutch - 370
421, Gujarat
Directors
1. Mr. Arvind Goenka Non Executive H. NO. D-1048 New Friends
Director Colony, South Delhi, Delhi
110025
2. Mr. Akshat Goenka Non Executive H. NO. D-1048 New Friends
Director Colony, South Delhi, Delhi
110025
3. Mrs. Runa Mukherjee Non Executive Flat no 3, Marvel Merlot, Land
Independent D, Koregaon Park, Pune,
Director Maharashtra, 411001.
----- End of picture text -----

4. SALIENT FEATURES OF THE SCHEME

The salient features of the Scheme are, inter-alia , as stated below. The capitalized terms used herein shall have the same meaning as ascribed to them in Clause 1 of Part I of the Scheme:

• (i) The Scheme provides for: (i) the demerger, transfer and vesting of the Demerged Undertaking from the Company into the Resulting Company on a going concern basis and the consequent issue of equity shares by the Resulting Company; and (ii) reorganisation of the authorised share capital of the Resulting Company and reduction and cancellation of the existing paid-up share capital of the Resulting Company. The Scheme also provides for various other matters consequential thereto or otherwise.

Page 25 of 132

• (ii) The “Appointed Date” of the Scheme shall be means the Effective Date or such other date as may be decided by the Boards of the Parties and the “Effective Date” means date on which last of the conditions specified in Clause 20 (Conditions Precedent) of the Scheme are complied with or waived, as may be applicable.

• (iii) Share Entitlement Ratio for demerger, transfer and vesting of the Demerged Undertaking (as defined in the Scheme) from the Company into the Resulting Company

Upon the Scheme coming into effect and in consideration of and subject to the provisions of this Scheme, the Resulting Company shall, without any further application, act, deed, consent, acts, instrument or deed, issue and allot 5 (Five) fully paid up equity share of INR 2/- each of the Resulting Company credited as fully paid up, for every 1 (One) fully paid up equity share of INR 10/- each of the Demerged Company whose name is recorded in the register of members/ records of the depository as members of the Demerged Company as on the Record Date, in each case, in proportion to the number of equity shares held by the shareholders in the Demerged Company.

• (iv) Upon the Scheme becoming effective, the name of the Company shall stand changed to ‘OCCL Ventures Limited’ or such other name which is available and approved by the jurisdictional Registrar of Company, by simply filing the requisite forms with the Appropriate Authority, unless already effected prior to the effectiveness of the Scheme.

Note: The above details are the salient features of the Scheme. The shareholders are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

5. RELATIONSHIP SUBSISTING BETWEEN PARTIES TO THE SCHEME

The Company holds 100% of the issued, subscribed and paid up equity share capital of the Resulting Company. In other words, the Resulting Company is a wholly owned subsidiary of the Company.

6. APPROVALS AND INTIMATION IN RELATION TO THE SCHEME

• (i) The Audit Committee and Committee of Independent Directors of the Company on 24 May 2022 approved and recommended the Scheme to the Board of Directors of the Company. On the basis of recommendation of the Audit Committee and Committee of Independent Directors of the Company, the Board of Directors of the Company on 24 May 2022, unanimously approved the Scheme, as detailed below:

Page 26 of 132

==> picture [391 x 166] intentionally omitted <==

----- Start of picture text -----

Name of Director Voted in favour/ against/ did not
participate or vote
Mr. Jagdish Prasad Goenka did not participate
Mr. Arvind Goenka In favour
Mr. Akshat Goenka In favour
Mr. Suman Jyoti Khaitan In favour
Mr. Om Prakash Dubey In favour
Mr. Kailasam Raghuraman In favour
Mr. Runa Mukherjee In favour
Mrs. Kiran Sahdev In favour
----- End of picture text -----

• (ii) The Board of Directors of the Resulting Company at its Board Meeting held on 24 May 2022 by resolution passed unanimously approved the Scheme, as detailed below:

==> picture [391 x 90] intentionally omitted <==

----- Start of picture text -----

Name of Director Voted in favour/ against/ did not
participate or vote
Mr. Arvind Goenka In favour
Mr. Akshat Goenka In favour
Mr. Runa Mukherjee In favour
----- End of picture text -----

• (iii) In terms of Regulation 37 of the SEBI Listing Regulations read with SEBI Master Circular SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 (“ SEBI Master Circular ”), NSE and BSE, by their respective letters, both dated 2 December 2022 have issued their respective observation letters on the Scheme to the Company. There are no adverse observations on the Scheme in the said letters of BSE and NSE. Copies of the said observation letters issued by BSE and NSE to the Company are attached hereto as Annexure IV . Further, in terms of the said SEBI Master Circular, the Company has not received any complaint relating to the Scheme and “NIL” complaint reports were filed by the Company with BSE and NSE, copies of which are attached hereto as Annexure V .

• (iv) As per comments contained in the above observation letters, details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken against the Company, its promoters and directors, as submitted to the NCLT, are attached hereto as Annexure VI .

• (v) A copy of the Scheme has been filed by the Company with the Registrar of Companies, Ahmedabad.

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• (vi) In addition to the approval of the NCLT, the Company will obtain such necessary approvals / sanctions / no objection(s) from the regulatory or other governmental authorities in respect of the Scheme in accordance with law, as may be required.

7. INTEREST OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMPs) AND THEIR RELATIVES

None of the Directors, KMPs (as defined under the Act and rules framed thereunder) of the Company and the Resulting Company and their respective relatives (as defined under the Act and rules framed thereunder) has any interest in the Scheme except to the extent of their shareholding in the Company, if any.

8. EFFECT OF SCHEME ON STAKEHOLDERS.

The effect of the Scheme on various stakeholders is summarised below:

• (i) Shareholders, Key Managerial Personnel, Promoter and Non-Promoter Shareholders

The effect of the Scheme on the equity shareholders, KMPs, promoter and nonpromoter shareholders of the Company and the Resulting Company is given in the reports adopted by the Board of Directors of the Company and the Resulting Company on 24 May 2022 pursuant to the provisions of Section 232(2)(c) of the Act which are attached hereto as Annexure VII .

(ii)

Directors

• (a) The Scheme will have no effect on the office of the existing Directors of the Company and the Resulting Company. Further, no change in the Board of Directors of the Company and the Resulting Company is envisaged on account of the Scheme. It is clarified that, the composition of the Board of Directors of the Company and the Resulting Company may change by appointments, retirements or resignations in accordance with the provisions of the Act, SEBI Listing Regulations and Memorandum and Articles of Association of the Company and the Resulting Company.

• (b) The effect of the Scheme on Directors of the Company and the Resulting Company in their capacity as shareholders of such companies are the same as in case of other shareholders of such company, as mentioned in the aforesaid report, attached as Annexure VII.

(iii) Employees

With effect from the Effective Date, the Resulting Company undertakes to engage, without any interruption in service, all employees forming part of the Demerged Undertaking, on the terms and conditions not less favourable than those on which they are engaged by the Company immediately `prior to the Effective Date.

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Apart from the above, employees engaged in the Company and the Resulting Company will continue to be employees of the Company and the Resulting Company, respectively, on the same terms and conditions, as before.

(iv) Creditors

Except as stated in the Scheme, the creditors of the Company and the Resulting Company will continue to be creditors of the Company and the Resulting Company, respectively, on the same terms and conditions, post the Scheme becoming effective. Further, pursuant to the Scheme, creditors of the Company forming a part of the Demerged Undertaking will become creditors of the Resulting Company, on the same terms and conditions as were applicable to the Company, post the Scheme becoming effective.

(v) Debenture holders and Debenture Trustees

The Company and the Resulting Company have not issued any debentures, therefore, the requirement of appointing a debenture trustee does not arise.

(vi) Depositors and Deposit Trustees

The Company had accepted unsecured deposits in the past and currently only matured and unclaimed deposits remain with the Company, which will be transferred to Investor Education and Protection Fund in due course. As the Company had taken unsecured deposits in the past, therefore, the requirement to appoint a Deposit Trustee does not arise. The Scheme does not adversely impact the interests of the unsecured deposit holders.

The Resulting Company have not taken term deposits from depositors therefore, the requirement of appointing a deposit trustee does not arise.

There will be no adverse effect on account of the Scheme on the aforesaid stakeholders. The Scheme is proposed to the advantage of all concerned, including the said stakeholders.

9. NO INVESTIGATION PROCEEDINGS

There are no proceedings pending under Sections 210 to 227 of the Act against the Company and the Resulting Company.

10. AMOUNTS DUE TO UNSECURED CREDITORS

(i) The amount due to unsecured creditors by the respective companies, as on 28 February 2023 is as follows:

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Sl. No.	Particulars	Amount in INR
1.	Oriental Carbon & Chemicals Limited	14,98,07,594
2.	OCCL Limited	5,00,000

• (ii) The Scheme embodies the arrangement between the Company and the Resulting Company, and its shareholders and/ or creditors. No change in value or terms or any compromise or arrangement is proposed under the Scheme with any of the creditors of the Company.

11. DISPENSATION FROM CONVENING MEETING OF SECURED CREDITORS

• (i) In view of submission of the requisite affidavits of secured creditors of the Company consenting to the Scheme, with the Hon’ble NCLT, the Hon’ble NCLT vide its order dated 24 January 2023 passed in the captioned Company Application dispensed with the requirement of convening and holding meeting of the secured creditors of the Company.

• (ii) As the Resulting Company does not have any secured creditors, the requirement of convening and holding meeting of the secured creditors does not arise.

12. SHARE CAPITAL / DEBT RESTRUCTURING

There is no debt restructuring envisaged in the Scheme. With effect from the Effective Date, the paid up equity share capital of the Resulting Company to the extent held by the Company, as on Effective Date shall without any further application, act, instrument or deed, stand cancelled, extinguished and annulled. In order to allot Resulting Company New Equity Shares, immediately upon cancellation of the equity share capital of the Resulting Company, the authorised share capital of the Resulting Company will be reorganised from the present sum of INR 5,00,000 divided into 50,000 equity shares of INR 10 each to INR 10,00,00,000 divided into 5,00,00,000 equity shares of INR 2 each. Other than as mentioned in Clause 9 of the Scheme, the Scheme does not involve any capital restructuring.

13. DETAILS OF CAPITAL STRUCTURE AND SHAREHOLDING PATTERN

(i) Capital structure

The pre Scheme share capital structure of the Company and the Resulting Company is specified in Paragraphs A(iv) and B(iv) above. Pursuant to the Scheme, there will no change in the share capital structure of the Company.

The indicative post Scheme share capital of the Resulting Company will be as follows:

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==> picture [391 x 106] intentionally omitted <==

----- Start of picture text -----

Share Capital INR
Authorised Share Capital
5,00,00,000 equity shares of INR 2 each 10,00,00,000
Total 10,00,00,000
Issued, Subscribed and Paid-up Share Capital
4,99,50,460 equity shares of INR 2 each 9,99,00,920
Total 9,99,00,920
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(ii) Shareholding Pattern

The pre-arrangement shareholding pattern of the Company as on 31 December 2022 is as follows:

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----- Start of picture text -----

Sr. Particulars of Shareholder No. of shares % of
No. Holding
(A) Shareholding of Promoter and Promoter
Group
1 Indian
Individuals/ Hindu Undivided Family 4,07,500 4.08
(b) Central Government/ State Government(s) 0 0
(c) Bodies Corporate 47,63,624 47.68
(d) Financial Institutions/ Banks 0 0
(e) Any Others 0 0
Sub Total(A)(1) 51,71,124 51.76
2 Foreign
(a) Individuals (Non-Residents Individuals/ 0 0
Foreign Individuals)
(b) Bodies Corporate 0 0
(c) Institutions 0 0
(d) Any Others 0 0
Sub Total(A)(2) 0 0
Total Shareholding of Promoter and 51,71,124 51.76
Promoter Group (A)= (A)(1)+(A)(2)
(B) Public shareholding
1 Institutions
(a) Mutual Funds/ UTI 10,69,867 10.71
(b) Financial Institutions / Banks 1480 0.01
(c) Central Government/ State Government(s) 0 0
(d) Venture Capital Funds 0 0
(e) Insurance Companies 2,76,635 2.77
Foreign Portfolio Investors (Individual & 1,28,046 1.28
(f)
Corporate)
(g) Foreign Venture Capital Investors 0 0
(h) Any Other(AIF) 28,000 0.28
Sub-Total (B)(1) 15,03,978 15.05
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----- Start of picture text -----

Sr. Particulars of Shareholder No. of shares % of
No. Holding
2 Non-institutions
(a) Bodies Corporate 1,55,813 1.56
(b) Individuals
Individuals -i. Individual shareholders holding 24,82,662 24.85
I
nominal share capital up to Rs 2 lakh
ii. Individual shareholders holding nominal 1,65,896 1.66
II
share capital in excess of Rs. 2 lakh.
(c) Key Managerial Personnel (KMP) 2675 0.03
(d) Investor Education and Protection Fund (IEPF) 1,28,644 1.29
(e) Non-Resident Indians (NRIs) 2,49,401 2.50
Any Other (Trusts, HUF, LLPs and Clearing 1,29,899 1.30
(f)
Members)
Sub-Total (B)(2) 33,14,990 33.18
(B) Total Public Shareholding (B)= (B)(1)+(B)(2) 48,18,968 48.24
TOTAL (A)+(B) 99,90,092 100.00
(C) Shares held by Custodians and against which 0 0
DRs have been issued
GRAND TOTAL (A)+(B)+(C) 99,90,092 100.00
----- End of picture text -----

Pursuant to the Scheme, there will be no change in shareholding pattern of the Company.

The pre-arrangement shareholding pattern of the Resulting Company as on 28 February 2023 is as follows:

==> picture [391 x 254] intentionally omitted <==

----- Start of picture text -----

Sr. Particulars of Shareholder No. of shares % of
No. Holding
(A) Shareholding of Promoter and Promoter
Group
1 Indian
Individuals/ Hindu Undivided Family 0 0
(b) Central Government/ State Government(s) 0 0
(c) Bodies Corporate 10,000 100.00
(d) Financial Institutions/ Banks 0 0
(e) Any Others 0 0
Sub Total(A)(1) 10,000 100.00
2 Foreign
(a) Individuals (Non-Residents Individuals/ 0 0
Foreign Individuals)
(b) Bodies Corporate 0 0
(c) Institutions 0 0
(d) Any Others 0 0
Sub Total(A)(2) 0 0
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----- Start of picture text -----

Sr. Particulars of Shareholder No. of shares % of
No. Holding
Total Shareholding of Promoter and 10,000 100.00
Promoter Group (A)= (A)(1)+(A)(2)
(B) Public shareholding
1 Institutions
(a) Mutual Funds/ UTI 0 0
(b) Financial Institutions / Banks 0 0
(c) Central Government/ State Government(s) 0 0
(d) Venture Capital Funds 0 0
(e) Insurance Companies 0 0
(f) Foreign Institutional Investors 0 0
(g) Foreign Venture Capital Investors 0 0
(h) Any Other(AIF) 0 0
Sub-Total (B)(1) 0 0
2 Non-institutions
(a) Bodies Corporate 0 0
(b) Individuals 0 0
Individuals -i. Individual shareholders holding 0 0
I
nominal share capital up to Rs 1 lakh
ii. Individual shareholders holding nominal 0 0
II
share capital in excess of Rs. 1 lakh.
(c) Any Other 0 0
Sub-Total (B)(2) 0 0
(B) Total Public Shareholding (B)= (B)(1)+(B)(2)
TOTAL (A)+(B) 10,000 100.00
(C) Shares held by Custodians and against which 0 0
DRs have been issued
GRAND TOTAL (A)+(B)+(C) 10,000 100.00
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14. VALUATION REPORT AND FAIRNESS OPINION

• (i) A copy of the share entitlement ratio report dated 24 May 2022 issued by M/s. Madhumita Karar (Registration No. IBBI/RV/06/2018/10341), Registered Valuer (“ Share Entitlement Ratio Report ”), in connection with the Scheme is attached hereto as Annexure VIII . In Paragraph 7 of the Share Entitlement Ratio Report, the Registered Valuer has provided the methodology and the rationale for arriving at the share entitlement ratio for the Scheme.

• (ii) A copy of the fairness opinion report dated 24 May 2022 issued by M/s. VC Corporate Advisors Private Limited (SEBI REGN. No. INM0000011096), an Independent SEBI registered Merchant Banker (“ Fairness Opinion ”), confirming that the share exchange ratio arrived at in Share Entitlement Ratio Reports is fair is attached hereto as Annexure IX .

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• (iii) Indicative list of the assets and liabilities of the Demerged Undertaking being transferred to the Resulting Company as on 30 September 2022 is attached hereto as Annexure X .

15. ABRIDGED PROSPECTUS

Abridged prospectus providing information pertaining to the unlisted entity i.e., Resulting Company involved in the scheme as per the format specified in Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ ICDR Regulations ”) read with SEBI Circular No. SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated 4 February 2022 is attached hereto as Annexure XI .

16. AUDITORS CERTIFICATE OF CONFORMITY OF ACCOUNTING TREATMENT IN THE SCHEME WITH ACCOUNTING STANDARDS

The Auditor of the Company and Resulting Company have confirmed that the accounting treatment in the said Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013.

17. INSPECTION OF DOCUMENTS

In addition to the documents appended hereto, the electronic copy of following documents will be available for inspection in the investor section of the website of the Company at www.occlindia.com:

• a. Copy of the NCLT Order;

• b. Memorandum and Articles of Association of the Company and the Resulting Company;

• c. Audited financial statements of the Company for the year ended 31 March 2022;

• d. Copy of the statement of standalone and consolidated unaudited financial results for the quarter and nine months ended as on 31 December 2022;

• e. Audited special purpose financial statements of the Resulting Company as on 30 September 2022;

• f. Copy of the Scheme;

• g. Certificate of the Statutory Auditor of the Company and Resulting Company confirming that the accounting treatment prescribed under the Scheme is in compliance with Section 133 of the Act and applicable accounting standards;

• h. Certificate issued by M/s. V C Corporate Advisors Pvt. Limited, SEBI Registered Merchant Banker, certifying the accuracy and adequacy of disclosures made in Annexure XI; and

• i. All other documents displayed on the Company’s website i.e., www.occlindia.com in terms of the SEBI Master Circular on scheme.

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Based on the above and considering the rationale and benefits, in the opinion of the Board, the Scheme will be of advantage to, beneficial and in the interest of the Company, its shareholders, creditors and other stakeholders and the terms thereof are fair and reasonable. The Board of Directors of the Company recommend the Scheme for approval of the Equity Shareholders.

Sd/Mr. Bimal Kumar Sipani Chairman of the Meeting appointed by the NCLT

Noida, Monday, 27 March 2023

Registered Office:

Plot No. 30-33, Survey No. 77, Nishant Park, Village -Nana Kapaya, District Mundra, Kachchh - 370 415, Gujarat CIN: L24297GJ1978PLC133845 Website: www.occlindia.com E-mail: investorfeedback@occlindia.com Tel.: +91 120 2446850

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ANNEXURE-I

SCHEME OF ARRANGEMENT

BETWEEN

ORIENTAL CARBON & CHEMICALS LIMITED

AND

OCCL LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

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A. BACKGROUND OF THE COMPANIES

1. Oriental Carbon & Chemicals Limited (“ Demerged Company ”) is a public company incorporated under the provisions of the Companies Act, 1956. The Demerged Company is engaged in the business of manufacturing and sales of chemicals (insoluble sulphur, sulphuric acid and oleum) and investments. The Demerged Company is a global supplier of insoluble sulphur of which about two-third of the turnover is from exports. The manufacturing facilities of the Demerged Company are located in the states of Haryana and Gujarat. The equity shares of the Demerged Company are listed on BSE Limited and the National Stock Exchange of India Limited.

2. OCCL Limited (“Resulting Company”) is a public company incorporated under the provisions of the Act ( as defined hereinafter ). The Resulting Company is incorporated to carry on the business of manufacturing, sale, purchase, etc. of all type of chemicals and chemical products and providing all services and utilities for the same. The Resulting Company is a wholly owned subsidiary of the Demerged Company.

B.

PREAMBLE

1. This Scheme ( as defined hereinafter ) is presented under Sections 230 to 232 and other applicable provisions of the Act read with Section 2(19AA) and other applicable provisions of the Income Tax Act ( as defined hereinafter ) and provides for the following:

2. (i) the demerger, transfer and vesting of the Demerged Undertaking (as defined hereinafter) from the Demerged Company ( as defined hereinafter ) into the Resulting Company ( as defined hereinafter ) on a going concern basis and the consequent issue of equity shares by the Resulting Company; and

3. (ii) reorganisation of the authorised share capital of the Resulting Company and reduction and cancellation of the existing paid-up share capital of the Resulting Company.

4. This Scheme also provides for various other matters consequent and incidental thereto.

C.

RATIONALE FOR THIS SCHEME

1. As part of an overall strategy for the optimum running, growth and development of the businesses of the Demerged Company, it is considered desirable and expedient to reorganise and reconstruct the Demerged Company by demerging its Chemical Business to the Resulting Company. This will result in the creation of two separate robust entities viz., the Resulting Company focussing exclusively on the Chemical Business and the Demerged Company shall continue to be in the business of investments and intends to initiate trading business such as commodity trading etc.

3. The Scheme is expected, inter alia , to result in the following benefits:

4. (i) value unlocking of the respective businesses of the Demerged Company and the Resulting Company based on respective risk return profile and cash flows;

5. (ii) provide better flexibility in accessing capital and attract business specific partners and investors; and

6. (iii) focused management approach for pursuing revenue growth and expansion opportunities in the respective businesses verticals.

7. The proposed restructuring is in the interest of the shareholders, creditors, employees, and other stakeholders of the Parties.

D. PARTS OF THIS SCHEME

This Scheme is divided into the following parts:

1. PART I deals with the definitions, share capital and date of taking effect and implementation of this Scheme;

2. PART II deals with the demerger, transfer and vesting of the Demerged Undertaking from the Demerged Company into the Resulting Company on a going concern basis, the consequent issue of equity shares by the Resulting Company and reduction and cancellation of the existing paid-up equity share capital of the Resulting Company; and

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1. PART III deals with the general terms and conditions that would be applicable to this Scheme.

PART I

DEFINITIONS AND SHARE CAPITAL

1. DEFINITIONS

2. 1.1 In this Scheme, unless inconsistent with the subject or context thereof: (i) capitalised terms defined by inclusion in quotations and/ or parenthesis have the meanings so ascribed; (ii) all terms and words not defined in this Scheme shall have the meaning ascribed to them under the relevant Applicable Law; and (iii) the following expressions shall have the meanings ascribed hereunder:

“ Act ” means the Companies Act, 2013 and rules framed thereunder;

“ Appointed Date ” means the Effective Date or such other date as may be decided by the Board of the Parties;

“ Applicable Law ” means any applicable central, provincial, local or other law including all applicable provisions of all: (a) constitutions, decrees, treaties, statutes, laws (including the common law), codes, notifications, rules, regulations, policies, guidelines, circulars, directions, directives, ordinances or orders of any Appropriate Authority, statutory authority, court, tribunal having jurisdiction over the Parties; (b) Permits; and (c) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Appropriate Authority having jurisdiction over the Parties as may be in force from time to time;

“ Appropriate Authority ” means:

• (i) the government of any jurisdiction (including any central, State, municipal or local government or any political or administrative subdivision thereof) and any department, ministry, agency, instrumentality, court, central bank, commission or other authority thereof;

• (ii) any public international organisation or supranational body and its institutions, departments, agencies and instrumentalities;

• (iii) any governmental, quasi-governmental or private body or agency lawfully exercising, or entitled to exercise, any administrative, executive, judicial, legislative, regulatory, licensing, competition, tax, importing or other governmental or quasi-governmental authority including (without limitation), SEBI, the Tribunal; and

• (iv) Stock Exchanges.

“ Board ” in relation to each of the Parties, means the board of directors of such Party, and shall include a committee of directors or any person authorized by the board of directors or such committee of directors duly constituted and authorized for the purposes of matters pertaining to this Scheme or any other matter relating thereto;

“ Chemical Business ” means the business of the Demerged Company in relation to insoluble sulphur, acid and oleum;

“ Demerged Company ” means Oriental Carbon & Chemicals Limited, a public company incorporated under the provisions of the Companies Act, 1956 and having its corporate identity number L24297GJ1978PLC133845 and registered office at Plot No. 30-33, Survey No. 77, Nishant Park, Nana Kapaya, District Mundra, Kutch - 370 421, Gujarat;

“ Demerged Undertaking ” shall mean entire activities, business, operations and undertakings of the Demerged Company forming part of the Chemical Business as on the Appointed Date and shall include (without limitation):

• (i) all the immovable properties of the Chemical Business, including plant and machinery, wherever situated pertaining to the Chemical Business;

• (ii) all the movable properties of the Chemical Business, wherever situated, including all computers and accessories, software and related data, plant and machinery, capital work in progress, vehicles, furniture, fixtures, office equipment, electricals, appliances,

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accessories, pertaining to the Chemical Business;

• (iii) all brands, trademarks, logos, trade and corporate name and intellectual property rights exclusive to the Chemical Business;

• (iv) all rights (including management rights towards funds and carry rights) and licenses, all assignments and grants thereof, all Permits, clearances and registrations whether under central, state or other laws, rights (including rights/ obligations under agreement(s) entered into with various persons including independent consultants, subsidiaries/ associate companies and other shareholders of such subsidiary/ associate/ joint venture companies, contracts, applications, letters of intent, memorandum of understandings or any other contracts), rights of commercial nature including attached goodwill, nondisposal undertakings, certifications and approvals, regulatory approvals, entitlements, other licenses, consents, investments and/ or interest (whether vested, contingent or otherwise), taxes, share of tax deducted at source and minimum alternate tax credits (including but not limited to credits in respect of sales tax, value added tax, service tax, goods and services tax, and other indirect taxes), deferred tax benefits and other benefits in respect of the Chemical Business, tax losses, if any, cash balances, bank accounts and bank balances, deposits, advances, recoverables, receivables, easements, advantages, financial assets, treasury investments, hire purchase and lease arrangement, funds belonging to or proposed to be utilised for the Chemical Business, privileges, all other claims, rights and benefits, powers and facilities of every kind, nature and description whatsoever, utilities, provisions, funds, benefits of all agreements, contracts and arrangements and all other interests relating to the Chemical Business;

• (v) all books, records, files, papers, governance templates and process information, records of standard operating procedures, computer programmes along with their licenses, manuals and backup copies, advertising materials, and other data and records whether in physical or electronic form, directly or indirectly relating to the Chemical Business;

• (vi) all contracts, deeds, bonds, agreements, schemes, arrangements, distributor agreements, sub advisory arrangements and other instruments, rights, entitlements, leases/ licenses, operation and maintenance contracts, memorandum of understanding, memorandum of agreements, memorandum of agreed points, letters of intent, hire and purchase agreements, tenancy rights, equipment purchase agreement, POA (power of attorney) and other agreement and/ or arrangement, as amended and restated from time to time, whether executed with customers, suppliers, contractors, lessors, licensors, consultants, advisors or otherwise, which pertains to the Chemical Business;

• (vii) any and all earnest monies and/ or security deposits, or other entitlements in connection with or relating to the Chemical Business;

• (viii) all employees of the Demerged Company that are determined by the Board of the Demerged Company to be substantially engaged in, or in relation to, the Chemical Business, on the date immediately preceding the Effective Date;

• (ix) all liabilities present and future, corporate guarantees issued and the contingent liabilities pertaining to the Chemical Business, namely:

• (a) the debts of the Demerged Company which arises out of the activities or operations of the Chemical Business;

• (b) specific loans and borrowings raised, incurred and utilised by the Demerged Company for the activities or operations pertaining to the Chemical Business; and

• (c) general or multipurpose borrowings, if any, of the Demerged Company will be apportioned basis the proportion of the value of the assets transferred as part of Chemical Business to the total value of the assets of the Demerged Company immediately prior to the Appointed Date.

• (x) entire experience, credentials, past record and market share of the Demerged Company pertaining to the Chemical Business;

• (xi) all reserves relating to the Chemical Business as identified by the Board of the Demerged Company; and

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(xii) all legal or other proceedings of whatsoever nature, by or against the Demerged Company pending as on the Effective Date and relating to the Chemical Business.

It is clarified that the question of whether a specified asset or liability pertains to the Demerged Undertaking or arises out of the activities or operations of Demerged Undertaking shall be decided by the Board of the Demerged Company.

“ Effective Date ” means the date on which last of the conditions specified in Clause 19 (Conditions Precedent) of this Scheme are complied with or waived, as applicable;

“ Encumbrance ” means (i) any charge, lien (statutory or other), or mortgage, any easement, encroachment, right of way, right of first refusal or other encumbrance or security interest securing any obligation of any Person; (ii) pre-emption right, option, right to acquire, right to set off or other third party right or claim of any kind, including any restriction on use, voting, selling, assigning, pledging, hypothecating, or creating a security interest in, place in trust (voting or otherwise), receipt of income or exercise; or (iii) any equity, assignments hypothecation, title retention, restriction, power of sale or other type of preferential arrangements; or (iv) any agreement to create any of the above; the term “ Encumber ” shall be construed accordingly;

“ INR ” means Indian Rupee, the lawful currency of the Republic of India;

“ Income Tax Act ” means the Income-tax Act, 1961 as may be amended or supplemented from time to time and shall include any statutory replacement or re-enactment thereof, read together with all applicable bye-laws, rules, regulations, orders, ordinances, policies, directions, supplements issued thereunder;

“ Parties ” shall mean collectively the Demerged Company and the Resulting Company and “ Party ” shall mean each of them, individually;

" Permits " means all consents, licences, permits, certificates, permissions, authorisations, rights, clarifications, approvals, clearances, confirmations, declarations, waivers, exemptions, registrations, filings, whether governmental, statutory, regulatory or otherwise as required under Applicable Law;

“ Person ” means an individual, a partnership, a corporation, a limited liability partnership, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or an Appropriate Authority;

“ Record Date ” means the date to be fixed by the Board of the Demerged Company, in consultation with the Resulting Company for the purpose of determining the shareholders of the Demerged Company for issue of the Resulting Company New Equity Shares, pursuant to this Scheme;

“ Remaining Business ” means all of the businesses, units, divisions, undertakings, and assets and liabilities of the Demerged Company, other than the Demerged Undertaking;

“ Resulting Company ” means OCCL Limited, a public company incorporated under the provisions of the Act and having its corporate identity number U24302GJ2022PLC131360 and registered office at Plot No. 30, 31, 32 & 33, Survey No. 77, Nishant Park, Village – Nana Kapaya, District Mundra, Kutch - 370 421, Gujarat;

" RoC " means the Registrar of Companies having jurisdiction over the Parties;

“ Scheme ” means this scheme of arrangement, with or without any modification(s);

“ SEBI ” means the Securities and Exchange Board of India;

“ SEBI Circular ” means the circular issued by the SEBI, being SEBI Master Circular No. SEBI/HO /CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021, and any amendments thereof, modifications issued pursuant to Regulations 11, 37 and 94 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

“ SEBI LODR Regulations ” means SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and any amendments thereof;

“ Stock Exchanges ” means BSE Limited and National Stock Exchange of India Limited, collectively;

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“ Taxation ” or “ Tax ” or “ Taxes ” includes all forms of taxes and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, taxes under the Income Tax Act and levies and whether levied by reference to income, profits, book profits, gains, net wealth, asset values, turnover, added value or otherwise and shall further include payments in respect of or on account of tax, whether by way of deduction or collection at source, advance tax, minimum alternate tax or otherwise or attributable directly or primarily to the Parties or any other Person and all penalties, charges, costs and interest relating thereto;

“ Tax Laws ” means all Applicable Laws, acts, rules and regulations dealing with Taxes including but not limited to the income-tax, wealth tax, sales tax / value added tax, service tax, goods and services tax, excise duty, customs duty or any other levy of similar nature; and

" Tribunal " means the jurisdictional bench of the Hon’ble National Company Law Tribunal having jurisdiction over the Parties.

• 1.2

In this Scheme, unless the context otherwise requires:

• 1.2.1 words denoting the singular shall include the plural and vice versa;

• 1.2.2 headings, sub-headings, titles, sub-titles to clauses, sub-clauses and paragraphs are for information and convenience only and shall be ignored in construing the same; and

• 1.2.3 the words “include” and “including” are to be construed without limitation.

2. SHARE CAPITAL

• 2.1

The share capital of the Demerged Company as on 24 May 2022 is as follows:

Particulars	INR
Authorised share capital
1,49,90,000 equity shares of INR 10 each	14,99,00,000
1,000 redeemable cumulative preference shares of INR 100 each each	1,00,000
Total	15,00,00,000
Issued, subscribed and fully paid up capital
99,90,092 equity shares of INR 10 each	9,99,00,920
Total	9,99,00,920

• 2.2

The share capital of the Resulting Company as on 24 May 2022 is as follows:

Particulars	INR
Authorised share capital
50,000 equity shares of INR 10 each	5,00,000
Total	5,00,000
Issued, subscribed and paid up capital
10,000 equity shares of INR 10 each	1,00,000
Total	1,00,000

The entire equity share capital of the Resulting Company is held by the Demerged Company along with its nominees.

3. DATE OF TAKING EFFECT AND IMPLEMENTATION OF THIS SCHEME

This Scheme set out herein in its present form or with any modification(s) made under Clause 18 of this Scheme, shall become operative from the Effective Date and effective from the Appointed Date.

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PART II

DEMERGER AND VESTING OF THE DEMERGED UNDERTAKING

4. DEMERGER AND VESTING OF THE DEMERGED UNDERTAKING

• 4.1 Upon effectiveness of this Scheme and with effect from the Appointed Date and in accordance with the provisions of this Scheme and pursuant to Sections 230 to 232 and other applicable provisions of the Act and Section 2(19AA) of the Income Tax Act, the Demerged Undertaking shall, without any further act, instrument or deed, stand transferred to and vested in or be deemed to have been transferred to and vested in the Resulting Company on a going concern basis, so as to become as an from the Appointed Date, the assets, Permits, contracts, liabilities, loan, debentures, duties and obligations of the Resulting Company by virtue of operation of law and in the manner provided in this Scheme.

This Scheme complies with the definition of “demerger” as per Section 2(19AA) and other applicable provisions of the Income Tax Act. Subject to approval by the Board of the Parties, if any terms of this Scheme are found to be or interpreted to be inconsistent with provisions of the Income Tax Act, then this Scheme shall stand modified to be in accordance with aforesaid provisions of the Income Tax Act.

• 4.2 Without prejudice to the generality of the provisions of Clause 4.1 above, the manner of transfer and vesting of assets and liabilities forming part of the Demerged Undertaking under this Scheme, is as follows:

• 4.2.1 In respect of such of the assets and properties forming part of the Demerged Undertaking which are movable in nature (including but not limited to all intangible assets, brands, trademarks of the Demerged Undertaking, whether registered or unregistered trademarks along with all rights of commercial nature including attached goodwill, title, interest, labels and brand registrations, domain names, copyrights, trademarks and all such other industrial and intellectual property rights of whatsoever nature) or are otherwise capable of transfer by delivery or possession or by endorsement, shall stand transferred upon coming into effect of this Scheme and shall, ipso facto and without any other order to this effect, become the assets and properties of the Resulting Company without requiring any deed or instrument of conveyance for transfer of the same. The vesting pursuant to this sub-clause shall be deemed to have occurred by physical or constructive delivery or by endorsement and delivery or by vesting and recordal, pursuant to this Scheme, as appropriate to the property being vested and title to the property shall be deemed to have been transferred accordingly;

• 4.2.2 Subject to Clause 4.2.3 below, with respect to the assets forming part of the Demerged Undertaking other than those referred to in Clause 4.2.1 above, including all rights, title and interests in the agreements (including agreements for lease or license of the properties), investments in shares, mutual funds, bonds and any other securities, sundry debtors, claims from customers or otherwise, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with any Appropriate Authority, customers and other Persons, whether or not the same is held in the name of the Demerged Company, the same shall, without any further act, instrument or deed, be transferred to and vested in and/ or be deemed to be transferred to and vested in the Resulting Company, with effect from the Appointed Date by operation of law as transmission in favour of the Resulting Company. With regard to the licenses of the properties, the Resulting Company will enter into novation agreements, if it is so required;

• 4.2.3 In respect of such of the assets and properties forming part of the Demerged Undertaking which are immovable in nature, whether or not included in the books of the Demerged Company, including rights, interest and easements in relation thereto, the same shall stand transferred to the Resulting Company with effect from the Appointed Date, without any act or deed or conveyance being required to be done or executed by the Demerged Company and/ or the Resulting Company;

• 4.2.4 For the avoidance of doubt and without prejudice to the generality of Clause 4.2.3 above and Clause 4.2.5 below, it is clarified that, with respect to the immovable properties forming part of the Demerged Undertaking in the nature of land and buildings, the Demerged Company and/ or the Resulting Company shall register the true copy of the

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orders of the Tribunal approving the Scheme with the offices of the relevant Sub-registrar of Assurances or similar registering authority having jurisdiction over the location of such immovable property and shall also execute and register, as required, such other documents as may be necessary in this regard. For the avoidance of doubt, it is clarified that any document executed pursuant to this Clause 4.2.4 or Clause 4.2.5 below will be for the limited purpose of meeting regulatory requirements and shall not be deemed to be a document under which the transfer of any property of the Demerged Company takes place and the assets and liabilities forming part of the Demerged Undertaking shall be transferred solely pursuant to and in terms of this Scheme and the order of the Tribunal sanctioning this Scheme;

• 4.2.5 Notwithstanding anything contained in this Scheme, with respect to the immovable properties forming part of the Demerged Undertaking in the nature of land and buildings situated in states other than the state of Gujarat, whether owned or leased, for the purpose of, inter alia , payment of stamp duty and vesting in the Resulting Company, if the Resulting Company so decides, the Demerged Company and/ or the Resulting Company, whether before or after the Effective Date, may execute and register or cause to be executed and registered, separate deeds of conveyance or deeds of assignment of lease, as the case may be, in favour of the Resulting Company in respect of such immovable properties. Each of the immovable properties, only for the purposes of the payment of stamp duty (if required under Applicable Law), shall be deemed to be conveyed at a value determined by the relevant authorities in accordance with the applicable circle rates. The transfer of such immovable properties shall form an integral part of the Demerged Undertaking vested in the Resulting Company pursuant to this Scheme;

• 4.2.6 Upon effectiveness of the Scheme and with effect from the Appointed Date, all debts, liabilities, contingent liabilities, present or future, duties and obligations, secured or unsecured, whether known or unknown, including contingent/ potential Tax liabilities of the Demerged Undertaking shall pursuant to the applicable provisions of the Act and the provisions of this Scheme and without any further act or deed become the debts, liabilities, contingent liabilities, duties and obligations of the Resulting Company and the Resulting Company shall undertake to meet, discharge and satisfy the same in terms of their respective terms and conditions, if any. For the avoidance of doubt, it is clarified that it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, duties and obligations have arisen in order to give effect to the provisions of this Clause. The amounts of general or multipurpose borrowings, if any, of the Demerged Company will be apportioned basis the proportion of the value of the assets transferred as part of the Demerged Undertaking to the total value of the assets of the Demerged Company immediately before Appointed Date;

• 4.2.7 The Demerged Company may, at its sole discretion but without being obliged to, give notice in such form as it may deem fit and proper, to such Persons, as the case may be, that any debt, receivable, bill, credit, loan, advance, debenture or deposit, contracts or policies relating to the Demerged Undertaking stands transferred to and vested in the Resulting Company and that appropriate modification should be made in their respective books/ records to reflect the aforesaid changes;

• 4.2.8 Unless otherwise agreed to between the Board of the Parties, the vesting of all the assets of the Demerged Company forming part of the Demerged Undertaking, as aforesaid, shall be subject to the Encumbrances, if any, over or in respect of any of the assets or any part thereof, provided however that such Encumbrances shall be confined only to the relevant assets forming part of the Demerged Undertaking of the Demerged Company or part thereof on or over which they are subsisting on and vesting of such assets in the Resulting Company and no such Encumbrances shall extend over or apply to any other asset(s) of Resulting Company. Any reference in any security documents or arrangements (to which Demerged Company is a party) related to any assets of Demerged Company shall be so construed to the end and intent that such security shall not extend, nor be deemed to extend, to any of the other asset(s) of Resulting Company. Similarly, Resulting Company shall not be required to create any additional security over assets vested under this Scheme for any loans, deposits or other financial assistance already availed of/ to be availed of by it, and the Encumbrances in respect of such indebtedness of the Demerged Company shall not extend or be deemed to extend or apply to the assets so vested;

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• 4.2.9 In so far as any Encumbrance in respect of liabilities pertaining to the Demerged Undertaking is concerned, such Encumbrance shall without any further act, instrument or deed being required to be modified and, if so agreed, shall be extended to and shall operate over the assets of the Resulting Company. For the avoidance of doubt, it is hereby clarified that in so far as the assets comprising the Remaining Business are concerned, the Encumbrance, if any, over such assets relating to the liabilities pertaining to the Demerged Undertaking is concerned, without any further act, instrument or deed being required, be released and discharged from the obligations and Encumbrances relating to the same. Further, in so far as the assets comprised in the Demerged Undertaking are concerned, the Encumbrance over such assets relating to any loans, borrowings or other debts which are not transferred to the Resulting Company pursuant to this Scheme and which shall continue with the Demerged Company, shall without any further act or deed be released from such Encumbrance and shall no longer be available as security in relation to such liabilities;

• 4.2.10 Taxes, if any, paid or payable by the Demerged Company after the Appointed Date and specifically pertaining to Demerged Undertaking shall be treated as paid or payable by the Resulting Company and the Resulting Company shall be entitled to claim the credit, refund or adjustment for the same as may be applicable;

• 4.2.11 Upon the Scheme becoming effective, the Demerged Company and/ or the Resulting Company shall have the right to revise their respective financial statements, income tax returns, tax deducted at source (TDS) returns and other statutory returns along with prescribed forms, filings and annexures under the Tax Laws and to claim refunds, credit of tax deducted at source, credit of minimum alternate tax, credit of foreign taxes paid / withheld, carry forward of tax losses, credits in respect of sales tax, value added tax, service tax, goods and services tax (GST) and other indirect taxes etc., and for matters incidental thereto, if required, to give effect to the provisions of the Scheme. It is further clarified that the Resulting Company shall be entitled to claim deduction under Section 43B of the Income Tax Act in respect of unpaid liabilities transferred to it as part of the Demerged Undertaking to the extent not claimed by the Demerged Company;

• 4.2.12 Subject to Clause 4 and any other provisions of the Scheme, in respect of any refund, benefit, incentive, grant or subsidy in relation to or in connection with the Demerged Undertaking, the Demerged Company shall, if so required by the Resulting Company, issue notices in such form as the Resulting Company may deem fit and proper, stating that pursuant to the Tribunal having sanctioned this Scheme, the relevant refund, benefit, incentive, grant or subsidy be paid or made good to or held on account of the Resulting Company, as the Person entitled thereto, to the end and intent that the right of the Demerged Company to recover or realise the same stands transferred to the Resulting Company and that appropriate entries should be passed in their respective books to record the aforesaid changes;

• 4.2.13 On and from the Effective Date, all cheques and other negotiable instruments and payment orders received or presented for encashment which are in the name of the Demerged Company and are in relation to or in connection with the Demerged Undertaking, shall be accepted by the bankers of the Resulting Company and credited to the account of Resulting Company, if presented by Resulting Company;

• 4.2.14 Permits, including the benefits attached thereto of the Demerged Company, in relation to the Demerged Undertaking, shall subject to Applicable Law be transferred to the Resulting Company from the Appointed Date, without any further act, instrument or deed and shall be appropriately mutated or endorsed by the Appropriate Authorities concerned therewith in favour of the Resulting Company as if the same were originally given by, issued to or executed in favour of Resulting Company and the Resulting Company shall be bound by the terms, obligations and duties thereunder, and the rights and benefits under the same shall be available to the Resulting Company to carry on the operations of the Demerged Undertaking without any hindrance, whatsoever; and

• 4.2.15 Contracts in relation to the Demerged Undertaking, where the Demerged Company is a party, shall stand transferred to and vested in the Resulting Company pursuant to the Scheme becoming effective. The absence of any formal amendment which may be required by a third party to effect such transfer and vesting shall not affect the operation of the foregoing sentence. The Parties shall, wherever necessary, enter into and/ or

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execute deeds, writings, confirmations or novations to all such contracts, if necessary, in order to give formal effect to the provisions of this Clause.

• 4.3 Without prejudice to the provisions of the foregoing sub-clauses of this Clause, the Parties may execute any and all instruments or documents and do all the acts, deeds and things as may be required, including executing necessary confirmatory deeds for filing with the trademark registry and Appropriate Authorities, filing of necessary particulars and/ or modification(s) of charge, necessary applications, notices, intimations or letters with any Appropriate Authority or Person to give effect to the Scheme. The Resulting Company shall take such actions as may be necessary and permissible to get the assets, Permits and contracts forming part of the Demerged Undertaking transferred and/ or registered in its name.

EMPLOYEES

• 5.1 With effect from the Effective Date, the Resulting Company undertakes to engage, without any interruption in service, all employees of the Demerged Company, engaged in or in relation to the Demerged Undertaking, on the terms and conditions not less favourable than those on which they are engaged by the Demerged Company. The Resulting Company undertakes to continue to abide by any agreement/ settlement or arrangement, if any, entered into or deemed to have been entered into by the Demerged Company with any of the aforesaid employees or union representing them. The Resulting Company agrees that the services of all such employees with the Demerged Company prior to the demerger shall be taken into account for the purposes of all existing benefits to which the said employees may be eligible, including for the purpose of payment of any retrenchment compensation, leave balance, gratuity and other retiral/ terminal benefits. The decision on whether or not an employee is part of the Demerged Undertaking, be decided by the Demerged Company, and shall be final and binding on all concerned.

• 5.2 Upon the Scheme coming into effect and with effect from the Appointed Date, employment information, including personnel files (including hiring documents, existing employment contracts, and documents reflecting changes in an employee’s position, compensation, or benefits), payroll records, medical documents (including documents relating to past or on-going leaves of absence, on the job injuries or illness, or fitness for work examinations), disciplinary records, supervisory files relating to the employees of the Demerged Undertaking and all forms, notifications, orders and contribution / identity cards issued by the concerned authorities relating to benefits shall be deemed to have been transferred to the Resulting Company.

• 5.3 The accumulated balances, if any, standing to the credit of the aforesaid employees in the existing provident fund and gratuity fund and superannuation fund of which they are members, as the case may be, will be transferred to such provident fund, gratuity fund and the National Pension System (NPS) nominated by the Resulting Company, as the case may be. Pending the transfer as aforesaid, the provident fund and gratuity fund dues, as the case may be, of the said employees would be continued to be deposited in the existing provident fund and gratuity fund of the Demerged Company, as the case maybe.

LEGAL PROCEEDINGS

• 6.1 With effect from the Effective Date, all suits, actions, administrative proceedings, tribunals proceedings, show cause notices, demands and legal proceedings of whatsoever nature (except proceedings under Tax laws) by or against the Demerged Company pending and/ or arising on or before the Appointed Date or which may be instituted any time thereafter and in each case relating to the Demerged Undertaking shall not abate or be discontinued or be in any way prejudicially affected by reason of this Scheme or by anything contained in this Scheme but shall be continued and be enforced by or against the Resulting Company with effect from the Appointed Date in the same manner and to the same extent as would or might have been continued and enforced by or against the Demerged Company. Except as otherwise provided herein, the Demerged Company shall in no event be responsible or liable in relation to any such legal or other proceedings that stand transferred to the Resulting Company. The Resulting Company shall be substituted in place of the Demerged Company or added as party to such proceedings and shall prosecute or defend such proceedings at its own cost, in cooperation with the Demerged Company and the liability of the Demerged Company shall consequently stand nullified. The Demerged Company shall in no event be responsible or liable in relation to any such legal or other proceedings in relation to the Demerged Undertaking.

• 6.2 The Resulting Company undertakes to have all legal and other proceedings (except proceedings under Tax laws) initiated by or against the Demerged Company referred to in Clause 6.1 above

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transferred to its name as soon as is reasonably practicable after the Effective Date and to have the same continued, prosecuted and enforced by or against the Resulting Company to the exclusion of the Demerged Company on priority. Both the Demerged Company and/ or the Resulting Company shall make relevant applications and take all steps as may be required in this regard. It is clarified that all Tax proceedings in relation to the Demerged Undertaking for a period prior to the Appointed Date shall be enforced against the Demerged Company and pertaining to the period after the Appointed Date shall be enforced against the Resulting Company.

• 6.3 Notwithstanding anything contained hereinabove, if at any time after the Effective Date, the Demerged Company is in receipt of any demand, claim, notice and/ or is impleaded as a party in any proceedings before any Appropriate Authority (except proceedings under Tax laws), in each case in relation to the Demerged Undertaking, the Demerged Company shall, in view of the transfer and vesting of the Demerged Undertaking pursuant to this Scheme, take all such steps in the proceedings before the Appropriate Authority to replace the Demerged Company with the Resulting Company. However, if the Demerged Company is unable to get the Resulting Company replaced in such proceedings, the Demerged Company shall defend the same or deal with such demand in accordance with the advice of the Resulting Company and at the cost of the Resulting Company and the latter shall reimburse to the Demerged Company all liabilities and obligations incurred by the Demerged Company in respect thereof.

CONSIDERATION

• 7.1 Immediately upon effectiveness of this Scheme and in consideration of and subject to the provisions of this Scheme, the Resulting Company shall, without any further application, act, deed, consent, acts, instrument or deed, issue and allot, on a proportionate basis to the shareholders of the Demerged Company whose name is recorded in the register of members and records of the depository as members of the Demerged Company as on the Record Date, as under:

“5 (Five) fully paid up equity share of INR 2/- each of the Resulting Company credited as fully paid up, for every 1 (One) fully paid up equity share of INR 10/- each of the Demerged Company”

The equity shares of the Resulting Company to be issued pursuant to Clause 7.1 shall be referred to as “ Resulting Company New Equity Shares ”.

• 7.2 The Resulting Company New Equity Shares shall be subject to the provisions of the memorandum of association and articles of association of the Resulting Company, as the case may be, and shall rank pari passu in all respects with any existing equity shares of Resulting Company, as the case may be, after the Effective Date including with respect to dividend, bonus, right shares, voting rights and other corporate benefits attached to the equity shares of the Resulting Company.

• 7.3 The issue and allotment of Resulting Company New Equity Shares, is an integral part hereof and shall be deemed to have been carried out under the orders passed by the Tribunal without requiring any further act on the part of the Resulting Company or the Demerged Company or their shareholders and as if the procedure laid down under the Act and such other Applicable Laws as may be applicable were duly complied with. It is clarified that the approval of the members and creditors of the Resulting Company and/ or the Demerged Company to this Scheme, shall be deemed to be their consent/ approval for the issue and allotment of Resulting Company New Equity Shares.

• 7.4 Subject to Applicable Laws, the Resulting Company New Equity Shares that are to be issued in terms of this Scheme shall be issued in dematerialised form. The register of members maintained by the Resulting Company and/ or, other relevant records, whether in physical or electronic form, maintained by the Resulting Company, the relevant depository and registrar and transfer agent in terms of Applicable Laws shall (as deemed necessary by the Board of the Resulting Company) be updated to reflect the issue of Resulting Company New Equity Shares in terms of this Scheme. The shareholders of the Demerged Company who hold shares in physical form, should provide the requisite details relating to his/ her/ its account with a depository participant or other confirmations as may be required, to the Resulting Company, prior to the Record Date to enable it to issue the Resulting Company New Equity Shares.

• 7.5 However, if no such details have been provided to the Resulting Company by the shareholders of the Demerged Company holding shares in physical form on or before the Record Date, the Resulting Company shall deal with the relevant shares in such manner as may be permissible under the Applicable Law, including by way of issuing the corresponding shares in dematerialised form to a trustee nominated by the Board of Resulting Company (“ Trustee of Resulting

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Company ”) who shall hold these shares in trust for the benefit of such shareholders. The shares of Resulting Company held by the Trustee of Resulting Company for the benefit of the shareholders shall be transferred to the respective shareholder once such shareholder provides details of his/ her/ its demat account to the Trustee of Resulting Company, along with such other documents as may be required by the Trustee of Resulting Company. The respective shareholders shall have all the rights of the shareholders of the Resulting Company, including the right to receive dividend, voting rights and other corporate benefits, pending the transfer of shares from the Trustee of Resulting Company. All costs and expenses incurred in this respect shall be borne by Resulting Company.

• 7.6 In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholder of the Demerged Company, the Board of the Demerged Company shall be empowered in appropriate cases, prior to or even subsequent to the Record Date, to effectuate such a transfer as if such changes in the registered holder were operative as on the Record Date, in order to remove any difficulties arising to the transferor or transferee of shares in the Demerged Company, after effectiveness of this Scheme.

• 7.7 The Resulting Company New Equity Shares to be issued pursuant to this Scheme in respect of any shares of the Demerged Company which are held in abeyance under the provisions of Section 126 of the Act or otherwise shall pending allotment or settlement of dispute by order of Court or otherwise, be held in abeyance by the Resulting Company.

• 7.8 The shares to be issued by the Resulting Company in lieu of the shares of the Demerged Company held in the unclaimed suspense account shall be issued to a new unclaimed suspense account created for shareholders of the Resulting Company.

• 7.9 In the event, the Demerged Company and/ or the Resulting Company restructure their share capital by way of share split/ consolidation/ issue of bonus shares during the pendency of the Scheme, the share entitlement ratio, as per Clause 7.1 above shall be adjusted accordingly, to consider the effect of any such corporate actions.

• 7.10 The Resulting Company shall apply for listing of its equity shares on the Stock Exchanges in terms of and in compliance of SEBI Circular and other relevant provisions as may be applicable. The equity shares of the Resulting Company shall remain frozen in the depository system till listing/ trading permission is given by the Stock Exchanges. Further, there shall be no change in the shareholding pattern of the Resulting Company between the Record Date and the listing of its shares which may affect the status of approval of the Stock Exchanges.

• 7.11 The Resulting Company shall enter into such arrangements and give such confirmations and/ or undertakings as may be necessary in accordance with Applicable Law for complying with the formalities of the Stock Exchanges.

ACCOUNTING TREATMENT

• 8.1 Accounting treatment in the books of the Demerged Company:

Upon the Scheme becoming effective and with effect from the Appointed Date, the Demerged Company shall account for demerger of the Demerged Undertaking in its books as per applicable accounting principles prescribed under relevant Indian Accounting Standards (“ IND AS ”). It would inter-alia include the following:

• 8.1.1 The Demerged Company shall reduce from the book value of its assets, the book value of the assets pertaining to the Demerged Undertaking transferred to the Resulting Company pursuant to the Scheme.

• 8.1.2 The Demerged Company shall reduce from the book value of its liabilities (including provisions), the book value of the liabilities (including provisions) pertaining to the Demerged Undertaking transferred to the Resulting Company pursuant to the Scheme.

• 8.1.3 The inter-company balances between Demerged Company and Resulting Company relating to the Demerged Undertaking, if any, in the books of accounts of Demerged Company shall stand cancelled.

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• 8.1.4 The Demerged Company shall recognise the difference, if any, between the carrying value of assets and liabilities of Demerged Undertaking as per Clause 8.1.1 and Clause 8.1.2 above, in the statement of profit and loss account.

• 8.2 Accounting treatment in the books of the Resulting Company:

Upon the Scheme becoming effective and with effect from the Appointed Date, the Resulting Company shall account for demerger of the Demerged Undertaking in its books as per applicable accounting principles prescribed under relevant Indian Accounting Standards 103 (“ IND AS 103 ”). It would inter-alia include the following:

• 8.2.1 The Resulting Company shall account for the arrangement in accordance with ‘Pooling of Interest Method’ laid down by Appendix C of IND AS 103 (Business combinations of entities under common control).

• 8.2.2 The Resulting Company shall credit to its share capital account, the aggregate face value of the Resulting Company New Equity Shares issued by it pursuant to Clause 7.1 of this Scheme.

• 8.2.3 Assets and liabilities of the Demerged Undertaking transferred to and vested in the Resulting Company shall be recorded at their carrying values as appearing in the books of the Demerged Company in accordance with the requirements of relevant IND AS.

• 8.2.4 The identity of the reserves shall be preserved and shall appear in the financial statements of the Resulting Company in the same form in which they appeared in the financial statements of the Demerged Company pertaining to the Demerged Undertaking.

• 8.2.5 The inter-company balances between Demerged Company and Resulting Company relating to the Demerged Undertaking, if any, in the books of accounts of Resulting Company shall stand cancelled.

• 8.2.6 The difference between book value of assets and liabilities of the Demerged Undertaking as recorded by the Resulting Company after considering effect of Clause 8.2.3 and Clause 8.2.4 shall be recorded as capital reserve.

• 8.2.7 In case of any differences in accounting policy between the Demerged Company and Resulting Company, the impact of the same till the Appointed Date will be quantified and adjusted to the reserves of the Resulting Company, to ensure that upon the coming into effect of this Scheme, the financial statements of the Resulting Company reflect the financial position on the basis of a consistent accounting policy.

9. REORGANISATION OF AUTHORISED SHARE CAPITAL OF THE RESULTING COMPANY AND REDUCTION AND CANCELLATION OF EXISTING EQUITY SHARES OF THE RESULTING COMPANY

• 9.1 With effect from this Scheme becoming effective and simultaneous to allotment of Resulting Company New Equity Shares by the Resulting Company, the entire paid-up equity share capital, as on Effective Date, of the Resulting Company held by the Demerged Company and its nominees (“ Resulting Company Cancelled Shares ”) shall stand cancelled, extinguished and annulled and the issued, subscribed and paid up equity capital of the Resulting Company to that effect shall stand cancelled and reduced.

• 9.2 The reduction of the share capital of the Resulting Company under Sections 230 to 232 of the Act shall be effected as an integral part of this Scheme itself and the Resulting Company shall not be required to follow the process under Sections 66 of the Act or any other provisions of the Applicable Law separately.

• 9.3 On the Effective Date, the Resulting Company shall debit its share capital account in its books of account with the aggregate face value of the Resulting Company Cancelled Shares.

• 9.4 Notwithstanding the reduction in the equity share capital of the Resulting Company, the Resulting Company shall not be required to add ‘And Reduced’ as suffix to its name.

• 9.5 The reduction and cancellation of the Resulting Company Cancelled Shares does not involve any diminution of liability of in respect of any unpaid share capital or payment to any shareholder of any paid-up share capital or payment in any other form.

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• 9.6 In order to allot Resulting Company New Equity Shares, immediately upon cancellation of the equity share capital of the Resulting Company, the authorised share capital of the Resulting Company will be reorganised from the present sum of INR 5,00,000 divided into 50,000 equity shares of INR 10 each to INR 5,00,000 divided into 2,50,000 equity shares of INR 2 each.

• 9.7 The reorganisation of the authorised share capital of the Resulting Company under Sections 230 to 232 of the Act shall be effected as an integral part of this Scheme itself.

• 9.8 It is clarified that the approval of the members of the Resulting Company to the Scheme shall be deemed to be their consent/ approval also to the alteration of the memorandum and articles of association of the Resulting Company as may be required under the Act.

• CHANGE OF NAME OF THE DEMERGED COMPANY

• 10.1 Upon this Scheme becoming effective, the name of the Demerged Company shall stand changed to ‘OCCL Ventures Limited’ or such other name which is available and approved by the RoC, by simply filing the requisite forms with the Appropriate Authority, unless already effected prior to the effectiveness of the Scheme, and no separate act, procedure, instrument, or deed shall be required to be followed under the Act.

• 10.2 Consequently, subject to Clause 10.1 above:

• 10.2.1 Clause I of the memorandum of association of the Demerged Company shall without any act, procedure, instrument or deed be and stand altered, modified and amended pursuant to Sections 13, 232 and other applicable provisions of the Act, and be replaced by the following Clause:

  • “ The name of the Company is OCCL Ventures Limited. ”

• 10.3 It is hereby clarified that, for the purposes of acts and events as mentioned in Clause 10.1 and 10.2, the consent of the shareholders of the Demerged Company to this Scheme shall be deemed to be sufficient for the purposes of effecting the aforementioned amendment and that no further resolution under Section 13, Section 14 or any other applicable provisions of the Act, would be required to be separately passed.

PART V

GENERAL TERMS & CONDITIONS

11. REMAINING BUSINESS OF THE DEMERGED COMPANY

• 11.1 The Remaining Business of the Demerged Company and all the assets, investments, liabilities and obligations of the Demerged Company, shall continue to belong to and be vested in and be managed by the Demerged Company. With effect from the Effective Date, only the Demerged Company shall be liable to perform and discharge all liabilities and obligations in relation to the Remaining Business of the Demerged Company and the Resulting Company shall not have any liability or obligation in relation to the Remaining Business of the Demerged Company.

• 11.2 All legal, Tax and/ or other proceedings by or against the Demerged Company under any statute, whether pending on the Effective Date or which may be instituted at any time thereafter, and relating to the Remaining Business of the Demerged Company (including those relating to any property, right, power, liability, obligation or duties of the Demerged Company in respect of the Remaining Business of the Demerged Company) shall be continued and enforced against the Demerged Company. The Resulting Company shall in no event be responsible or liable in relation to any such legal, Tax or other proceedings in relation to the Remaining Business of the Demerged Company.

• 11.3 If the Resulting Company is in receipt of any demand, claim, notice and/ or is impleaded as a party in any proceedings before any Appropriate Authority, in each case in relation to the Remaining Business of the Demerged Company, the Resulting Company shall, in view of the transfer and vesting of the Demerged Undertaking, pursuant to this Scheme, take all such steps in the proceedings before the Appropriate Authority to substitute the Resulting Company with the Demerged Company. However, if the Resulting Company is unable to get the Demerged Company so substituted in such proceedings, it shall defend the same or deal with such demand in accordance with the advice of the Demerged Company and at the cost of the Demerged Company

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and the latter shall reimburse the Resulting Company against all liabilities and obligations incurred by or against the Resulting Company, in respect thereof.

12. VALIDITY OF EXISTING RESOLUTIONS, ETC.

Upon the coming into effect of this Scheme, the resolutions/ power of attorney executed by the Demerged Company in relation to the Demerged Undertaking, as the case may be, as considered necessary by the Board of the Demerged Company in relation to the Demerged Undertaking that are valid and subsisting on the Effective Date, shall continue to be valid and subsisting and be considered as resolutions and power of attorney passed/ executed by the Resulting Company and if any such resolutions have any monetary limits approved under the provisions of the Act, or any other applicable statutory provisions, then said limits as are considered necessary by the Board of the Demerged Company shall be added to the limits, if any, under like resolutions passed by the Resulting Company, and shall constitute the aggregate of the said limits in Resulting Company.

13.

DIVIDENDS

• 13.1 The Parties shall be entitled to declare and pay dividends to their respective shareholders in the ordinary course of business, whether interim or final.

• 13.2 It is clarified that the aforesaid provisions in respect of declaration of dividends (whether interim or final) are enabling provisions only and shall not be deemed to confer any right on any shareholder of any of the Parties, as the case may be, to demand or claim or be entitled to any dividends which, subject to the provisions of the Act, shall be entirely at the discretion of the Board of respective Parties, and subject to approval, if required, of the shareholders of the respective Parties.

14. CONDUCT OF BUSINESS UPTO THE EFFECTIVE DATE

• 14.1 With effect from the date of approval of the Scheme by the respective Board of the Parties and up to and including the Appointed Date, the Demerged Company with respect to Demerged Undertaking shall be deemed to have been carrying on and shall carry on its business and activities and shall be deemed to have held and stood possessed of and shall hold and stand possessed of the assets for and on account of, and in trust for the Resulting Company.

• 14.2 For the purpose of giving effect to the order passed under Sections 230 to 232 and other applicable provisions of the Act in respect of this Scheme by the Tribunal, the Resulting Company shall, at any time pursuant to the orders approving this Scheme, be entitled to get the recordal of the change in the legal right(s) upon demerger of the Demerged Undertaking in accordance with the provisions of Sections 230 to 232 of the Act. The Resulting Company shall always be deemed to have been authorized to execute any pleadings, applications, forms, etc., as may be required to remove any difficulties and facilitate and carry out any formalities or compliances as are necessary for the implementation of this Scheme. For the purpose of giving effect to the vesting order passed under Section 232 of the Act in respect of this Scheme, the Resulting Company shall be entitled to exercise all rights and privileges, and be liable to pay all taxes and charges and fulfil all its obligations, in relation to or applicable to all immovable properties, including mutation and/ or substitution of the ownership or the title to, or interest in the immovable properties which shall be made and duly recorded by the Appropriate Authority(ies) in favour of the Resulting Company pursuant to the sanction of the Scheme by the Tribunal and upon the effectiveness of this Scheme in accordance with the terms hereof, without any further act or deed to be done or executed by the Resulting Company. It is clarified that the Resulting Company shall be entitled to engage in such correspondence and make such representations, as may be necessary, for the purposes of the aforesaid mutation and/ or substitution.

15. PROPERTY IN TRUST

Notwithstanding anything contained in this Scheme, on or after Effective Date, until any property, asset, license, approval, permission, contract, agreement and rights and benefits arising therefrom pertaining to the Demerged Undertaking are transferred, vested, recorded, effected and/ or perfected, in the records of any Appropriate Authority, regulatory bodies, any third party, or otherwise, in favour of the Resulting Company, the Resulting Company is deemed to be authorized to enjoy the property, asset or the rights and benefits arising from the license, approval, permission, contract or agreement as if it were the owner of the property or asset or as if it were the original party to the license, approval, permission, contract or agreement. It is clarified that till entry is made in the records of the Appropriate Authorities and till such time as

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may be mutually agreed by the Resulting Company, the Demerged Company will continue to hold the property and/ or the asset, license, permission, approval, contract or agreement and rights and benefits arising therefrom, as the case may be, in trust for and on behalf of, the Resulting Company.

16. FACILITATION PROVISIONS

• 16.1 Immediately upon the Scheme being effective, the Demerged Company and the Resulting Company shall enter into agreements as may be necessary, inter alia in relation to use of office space, land, building, manufacturing facilities, infrastructure facilities, information technology services, security personnel, trademarks and other intellectual property rights, legal, administrative and other services, etc. on such terms and conditions that may be mutually agreed between them.

• 16.2 Without prejudice to the generality of the foregoing Clause 16.1 above, immediately upon the Scheme being effective, the Demerged Company and the Resulting Company shall enter into necessary agreements whereby, the Demerged Company shall provide shared services viz. accounting, tax, human resources, legal, secretarial, research and development etc. to the Resulting Company on such terms and conditions that may be mutually agreed between them.

• 16.3 The transactions of sale and purchase of products between the Demerged Company and the Resulting Company from the Appointed Date and until the Effective Date, shall be recorded on an arm’s length basis in their respective books of accounts.

• 16.4 It is clarified that approval of the Scheme by the shareholders of the Parties under Sections 230 to 232 of the Act shall be deemed to have their approval under Section 188 and other applicable provisions of the Act and Regulation 23 and other applicable regulations of SEBI LODR Regulations and that no separate approval of the Board or audit committee or shareholders shall be required to be sought by the Parties.

• 16.5 It is clarified that all guarantees provided by the Demerged Company in respect of the Demerged Undertaking shall be valid and subsisting till adequate arrangements/ guarantees have been provided in respect of the same by the Resulting Company.

17.

APPLICATIONS/ PETITIONS TO THE TRIBUNAL

• 17.1 The Parties shall make and file all applications and petitions under Sections 230 to 232 and other applicable provisions of the Act before the Tribunal, for sanction of this Scheme under the provisions of the Act.

• 17.2 The Parties shall be entitled, pending the sanction of the Scheme, to apply to any Appropriate Authority, if required, under any Applicable Law for such consents and approvals which the Resulting Company may require to own the assets and/ or liabilities of the Demerged Undertaking, as the case may be, and to carry on the business of the Demerged Undertaking, as the case may be.

18. MODIFICATION OR AMENDMENTS TO THIS SCHEME

• 18.1 The Board of the Parties may make any modifications or amendments to this Scheme at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or appropriate. The Board of the Parties may consent to any conditions or limitations that the Tribunal or any other Appropriate Authority may impose.

• 18.2 For the purposes of giving effect to this Scheme, the Board of the Parties may give such directions including directions for settling any question or difficulty that may arise and such directions shall be binding on all Parties as if the same were specifically incorporated in this Scheme.

19. CONDITIONS PRECEDENT

• 19.1 Unless otherwise decided (or waived) by the relevant Parties, the Scheme is conditional upon and subject to the following conditions precedent:

• 19.1.1 obtaining no-objection letter from Stock Exchanges in relation to the Scheme under Regulation 37 of the SEBI LODR Regulations;

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• 19.1.2 approval of the Scheme by the requisite majority of each class of shareholders and such other classes of Persons of the Parties, as applicable or as may be required under the Act and as may be directed by the Tribunal;

• 19.1.3 the sanctions and orders of the Tribunal, under Sections 230 to 232 of the Act being obtained by the Parties; and

• 19.1.4 certified/ authenticated copies of the orders of the Tribunal, sanctioning the Scheme, being filed with the RoC having jurisdiction over the Parties.

• 19.2 It is hereby clarified that submission of this Scheme to the Tribunal and to the Appropriate Authorities for their respective approvals is without prejudice to all rights, interests, titles or defences that the respective Parties may have under or pursuant to all Applicable Laws.

• 19.3 On the approval of this Scheme by the shareholders and such other classes of Persons of the said Parties, if any, the shareholders and classes of Persons shall also be deemed to have resolved and accorded all relevant consents under the Act or otherwise to the same extent applicable in relation to the demerger, capital reduction set out in this Scheme, related matters and this Scheme itself.

• WITHDRAWAL OF THIS SCHEME AND NON-RECEIPT OF APPROVALS

• 20.1 Parties, acting jointly, shall be at liberty to withdraw the Scheme, any time before the Scheme is effective.

• 20.2 In the event of withdrawal of the Scheme under Clause 20.1 above, no rights and liabilities whatsoever shall accrue to or be incurred inter se the Parties or their respective shareholders or creditors or employees or any other Person.

• 20.3 In the event of any of the requisite sanctions and approvals not being obtained on or before such date as may be agreed to by the Parties, this Scheme or relevant part(s) of this Scheme shall become null and void and each Party shall bear and pay its respective costs, charges and expenses for and/ or in connection with this Scheme.

21. COSTS AND TAXES

All costs, charges and expenses (including, but not limited to, any taxes and duties, registration charges, etc.) of the Parties, respectively in relation to carrying out, implementing and completing the terms and provisions of this Scheme and/ or incidental to the completion of this Scheme shall be paid by the Demerged Company and/ or the Resulting Company.

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ANNEXURE-IV

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DCS/AMAL/TL/IP/2588/2022-23

“E-Letter”

December 02, 2022

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The Company Secretary,

Oriental Carbon & Chemicals Ltd.

Plot No. 30-33, Survey No. 77, Nishant Park, Nana Kapaya, Mundra, Kachchh, Gujarat, 370415

Dear Sir,

Sub: Observation letter regarding the Scheme of Arrangement between Oriental Carbon & Chemicals Ltd and OCCL Ltd and their respective Shareholders and Creditors

We are in receipt of the Scheme of Arrangement of Oriental Carbon & Chemicals Ltd as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its letter dated December 01, 2022 has inter alia given the following comment(s) on the draft scheme of Arrangement:

• a) “Company shall disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the scheme.”

• b) “Company shall ensure that additional information and undertaking, if any, submitted by the Company after filing the scheme with the stock exchange, from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.”

• c) “Company shall ensure compliance with the SEBI circulars issued from time to time.”

• d) “The entities involved in the Scheme shall duly comply with various provisions of the Circular.”

• e) “Company is advised that the information pertaining to all the Unlisted Companies involved in the Scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.”

• f) “Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.”

• g) “Company is advised that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders.”

• h) “Company is advised to disclose the details of Assets & Liabilities which is being transferred to the demerged undertaking, the details of Assets & Liabilities of Resulting Company and the rationale for arriving at the share entitlement ratio, as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013 ,so that public shareholders can make an informed decision in the matter.

• i) “Company is advised that the proposed equity shares to be issued in terms of the Scheme shall mandatorily be in demat form only.”

• j) “Company shall ensure that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.”

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Page 83 of 132BSE - PUBLIC

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• k) “Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI.”

• l) “Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before Hon’ble NCLT and the company is obliged to bring the observations to the notice of Hon’ble NCLT."

• m) “Company is advised to comply with all applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.”

• n) “It is to be noted that the petitions are filed by the company before Hon’ble NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.”

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

• To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.

• To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.

• To duly comply with various provisions of the circulars.

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon’ble NCLT. Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose Information about unlisted companies involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

However, the listing of equity shares of OCCL Limited shall be subject to SEBI granting relaxation under Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957 and compliance with the requirements of SEBI circular. No. CFD/DIL3/CIR/2017/21 dated March 10, 2017. Further, OCCL Limited shall comply with SEBI Act, Rules, Regulations, directions of the SEBI and any other statutory authority and Rules, Byelaws, and Regulations of the Exchange.

The Company shall fulfill the Exchange’s criteria for listing the securities of such company and also comply with other applicable statutory requirements. However, the listing of shares of OCCL Limited is at the discretion of the Exchange. In addition to the above, the listing of OCCL Limited pursuant to the Scheme of Arrangement shall be subject to SEBI approval and the Company satisfying the following conditions:

1. To submit the Information Memorandum containing all the information about OCCL Limited in line with the disclosure requirements applicable for public issues with BSE, for making the same available to the public through the website of the Exchange. Further, the company is also advised to make the same available to the public through its website.

2. To publish an advertisement in the newspapers containing all details of OCCL Limited in line with the details required as per the aforesaid SEBI circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017. The advertisement should draw a specific reference to the aforesaid Information Memorandum available on the website of the company as well as BSE.

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Page 84 of 132BSE - PUBLIC

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1. To disclose all the material information about OCCL Limited on a continuous basis so as to make the same public, in addition to the requirements if any, specified in Listing Agreement for disclosures about the subsidiaries.

2. The following provisions shall be incorporated in the scheme:

3. i. “The shares allotted pursuant to the Scheme shall remain frozen in the depository system till listing/trading permission is given by the designated stock exchange.”

4. ii. “There shall be no change in the shareholding pattern of OCCL Limited between the record date and the listing which may affect the status of this approval.”

Further you are also advised to bring the contents of this letter to the notice of your shareholders, all relevant authorities as deemed fit, and also in your application for approval of the scheme of Arrangement.

Kindly note that as required under Regulation 37(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be Six Months from the date of this Letter , within which the scheme shall be submitted to the NCLT.

The Exchange reserves its right to withdraw its ‘No adverse observation’ at any stage if the information submitted to the Exchange is found to be incomplete / incorrect / misleading / false or for any contravention of Rules, Byelaws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities.

Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon’ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange’s representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted . You may please refer to circular dated February 26, 2019 issued to the company.

Yours faithfully, Sd/-

Sd/-

Prasad Bhide Tanmayi Lele Senior Manager Assistant Manager

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Page 85 of 132BSE - PUBLIC

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ORIENTAL CARBON & CHEMICALS LIMITED

14th Floor, Tower-B, World Trade Tower, Plot No. C-1, Sector-16, Noida - 201301, UP Phone : 91-120-2446850 Website : www.occlindia.com

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Date: 01 July 2022

To, The Secretary BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street Mumbai -- 400 001

[BSE Scrip Code: 506579]

• Sub: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") for the Scheme of Arrangement between Oriental Carbon & Chemicals Limited ("Demerged Company" or "Company") and OCCL Limited ("Resulting Company") and its shareholders and creditors under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act") ("Scheme")

• Ref: Report on Complaint in terms of Para l(A)(6) of the SEBI Master Circular No. SEBI/HO/CFD/Dlll/CIR/P/2021/0000000665 dated November 23, 2021 as amended from time to time ("SEBI Master Circular").

Dear Sir/ Madam,

This is in reference to the Scheme filed by the Company under Regulation 37 of the SEBI Listing Regulations with BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") on November 23, 2021.

As per Para l{A)(6) of the SEBI Master Circular, the Company is inter-alia required to submit a 'Report on Complaints' containing the details of complaints received by the Company on the Scheme from various sources within 7 days of expiry of 21 days from the date of uploading of the draft Scheme and related documents on the website of the relevant stock exchange.

The period of 21 days from the date of uploading of the draft Scheme along with related documents by BSE Limited on its website i.e. 3"° June 2022, has expired on 24" June 2022, accordingly, we attach herewith a 'Report on Complaints', as Annexure-1 to this letter.

The Report on Complaints is also being uploaded on the website of the Company, i.e., www.occlindia.com, as per requirement of the aforementioned said SEBI Master Circular.

We request you to take the above on record as compliance under the applicable provisions of the SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 and SEBI Circulars.

Thanking You, Yours sincerely o For Oriental Carbon Limited n;v1:, &'% r <> C 9? G 0 Pranab �� Ki iar Mai1 z; /$ □-� Company Secretary Registered Office : "DUNCAN HOUSE" 31, Netaji Subhas Road Kolkata - 700 001 CIN: L24297WB1978PLC031539

Plants: Plot 3 & 4 Dharuhera Industrial Estate, Phase - 1 Dharuhera - 123106, Dis . Rewari, (Haryana)

SEZ Division : Survey No. 141, Paiki of Mouje Village Mundra Taluka Mundra, Mundra SEZ, District Kutch, Gujarat - 370421 Page 86 of 132

ORIENTAL CARBON & CHEMICALS LIMITED

Continuation Sheet

Annexure -1

COMPLAINTS REPORT

[In respect of Scheme of Arrangement between Oriental Carbon & Chemicals Limited and OCCL Limited and its shareholders and creditors]

Period of Complaints Report: 3" June 2022 to 24" June 2022

Part A

Sr.	Particulars	Number
No.
1.	Number of complaints received directly	Nil
2.	Number of cmplaints frwarded by Stock Exchanges/ SEI	Nil
3.	Total Number of complaints/cmments received (1+2)	Nil
4.	Number of complaints resolved	Not applicable
5.	Number of complaints pending	Not applicable
	Part B
1	Not Applicable

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®

DIAMOND SULF

14th Floor, Tower-B, World Trade Tower, Plot No. C-1, Sector-16, Noida - 201301, UP Phone : 91-120-2446850 Website : www.occlindia.com

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ORIENTAL CARBON & CHEMICALS LIMITED

Date: 12 July 2022

To,

National Stock Exchange of India Limited Exchange Plaza, 5" Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra Mumbai - 400 051

Scrip Code: OCCL

• Sub: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") for the Scheme of Arrangement between Oriental Carbon & Chemicals Limited ("Demerged Company" or "Company") and OCCL Limited ("Resulting Company") and its shareholders and creditors under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act") ("Scheme")

• Ref: Report on Complaint in terms of Para l(A)(G) of the SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 as amended from time to time ("SEBI Master Circular ).

Dear Sir/ Madam,

This is in reference to the Scheme filed by the Company under Regulation 37 of the SEBI Listing Regulations with BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") on November 23, 2021.

As per Para l(A)(6) of the SEBI Master Circular, the Company is inter-alia required to submit a 'Report on Complaints' containing the details of complaints received by the Company on the Scheme from various sources within 7 days of expiry of 21 days from the date of uploading of the draft Scheme and related documents on the website of the relevant stock exchange.

The period of 21 days from the date of uploading of the draft Scheme along with related documents by NSE on its website i.e. June 21, 2022, has expired on July 11, 2022, accordingly, we attach herewith a 'Report on Complaints', as Annexure-1 to this letter.

The Report on Complaints is also being uploaded on the website of the Company, i.e., www.occlindia.com, as per requirement of the aforementioned said SEBI Master Circular.

We request you to take the above on record as compliance under the applicable provisions of the SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 and SEBI Circulars.

Thanking You Yours sincerely

For Oriental Carbon & .hemicals Limited @7 h ,\i;>•<:\'\c O

O e Prar Mait\ye! '£ O 9

Registered Office : "DUNCAN HOUSE"

Plants: Plot 3 & 4 Dharuhera Industrial Estate, Phase - 1 Dharuhera - 123106, Distt. Rewari, (Haryana)

SEZ Division : Survey No. 141, Paiki of Mouje Village Mundra Taluka Mundra, Mundra SEZ, District Kutch, Gujarat - 370421 Page 88 of 132

3 1 , Netaji Subhas Road Kolkata - 700 001 CIN: L24297WB1978PLC031539

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ORIENTAL CARBON & CHEMICALS LIMITED

14th Floor, Tower-B, World Trade Tower, Plot No. C-1, Sector-16, Noida - 201301, UP Phone : 91-120-2446850 Website : www.occlindia.com

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Annexure -1

COMPLAINTS REPORT

[In respect of Scheme of Arrangement between Oriental Carbon & Chemicals Limited and OCCL Limited and its shareholders and creditors]

Period of Complaints Report: June 22, 2022 to July 11, 2022

Part A

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----- Start of picture text -----

Sr. Particulars Number
No.
1. Number of complaints received directly Nil
2. Number of complaints forwarded by Stock Exchanges/ SEBI Nil
3. Total Number of complaints/comments received (1+2) Nil
4. Number of complaints resolved Not applicable
5. Number of complaints pending Not applicable
Part B
1. Not Applicable
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Registered Office : "DUNCAN HOUSE" 31, Netaji Subhas Road Kolkata - 700 001 CIN: L24297W81978PLC031539

Plants: Plot 3 & 4 Dharuhera Industrial Estate, Phase - 1 Dharuhera - 123106, Distt. Rewari, (Haryana)

SEZ Division : Survey No. 141, Paiki of Mouje Village Mundra Page 89 of 132Taluka Mundra, Mundra SEZ, District Kutch, Gujarat - 370421

ANNEXURE-VI

Details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any against Oriental Carbon & Chemicals Ltd (“Company”), its Promoters and Directors

1. There are two matters pertaining to offences under Section 3 and 7 of the Essential Commodities Act, 1955 pending since last 20 yrs. One matter is pending before Judicial Magistrate First Class, Sri Ganga Nagar, Rajasthan and another matter is pending before Additional District Judge, Dausa, Rajasthan against the Company and its erstwhile dealers of fertilizers. In both the matters it is alleged that fertilizer samples taken by the authorities from the shops of dealer/sub dealer were found to be of inferior quality.

2. The Company had taken office premises on lease from M/s LPR Company Private Limited (“ LPR ”). After surrendering the leased premises to LPR, LPR refused to return the deposit amount to the Company in terms of the lease agreement executed between the Company and LPR. In view of the aforesaid, the Company filed an execution case against LPR before the Honble District Court, New Delhi for recovery of deposit amount amounting to Rs 51,64,041/along with interest @ 18% from 22[nd] March 2017 onwards. The Honble District Court, New Delhi had passed a recovery order in the favour of the Company, however, LPR has filed a suit against the Company before Honble High Court of Delhi alleging recovery of dues to the tune of Rs. 2.17 crore against damage caused by the Company to the leased premises. The matter is pending for adjudication before the Honble High Court of Delhi.

3. One of the employee of the Company working as Jr. Boiler Attendant has filed a suit against the Company before the Hon’ble Labour Court at Bhuj, Kutch praying inter alia for reinstatement in service alongwith back wages. As per the terms of the employment of the Company, the said employee has achieved superannuation. The Company has made requisite payments towards full and final settlement of wages along with gratuity and bonus through cheques. The matter is pending for adjudication before the Hon’ble Labour Court at Bhuj, Kutch.

4. There are various proceedings against the Company regarding to income tax demands for various assessment years involving aggregate amount of Rs. 8.43 crore net of refund(s) of Rs 0.92 crore, which are pending before various statutory or judicial authorities.

Notes:

1. Apart from the details given above, the Company, Directors and other promoter group companies may be involved in various legal proceedings from time to time arising in the ordinary course of business. These proceedings notices may be in the nature of notices for tax/duty disputes labour disputes, third party claims, writ petitions, civil suit, arbitration proceedings including counter claims, complaints pursuant to Section 138 of the Negotiable Instruments Act, 1881, complaints disputes related to supplier dues etc., pending before various adjudicating forums. Further, in terms of the Company’s ‘Policy on Determination of Materiality for Disclosure of Events or Information’ framed in accordance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, there is no outstanding litigation that has not been disclosed to the Stock Exchanges. Also, based on said policy, there is no pending matter against the Company or its Directors/ Promoters, which if result in an adverse outcome may materially and adversely affect the Company’s operations or its financial position, or affect the positions of Directors/ Promoters of the Company, as the case may be.

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1. The above mentioned details of ongoing adjudication and recovery proceedings prosecution initiated and all other enforcement action taken if any against the Company, its promoters and Directors are provided as on 16[th] December 2022.

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ANNEXURE-VIII

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ANNEXURE-XI

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STRICTLY PRIVATE & CONFIDENTIAL

Date: 24.03.2023

VCC/03/23/04

To,

The Board of Directors,

C/o. Oriental Carbon & Chemicals Limited,

Plot No. 30-33, Survey No. 77, Nishant Park, Village -Nana Kapaya, District Mundra, Kutch - 370 421, Gujarat

Dear Sir,

Sub: Scheme of Arrangement between Oriental Carbon & Chemicals Limited (“Demerged Company”) and OCCL Limited (“Resulting Company” or the “Company”), (and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (the “Act”) (hereinafter referred to as the “Scheme”/ “Scheme of Arrangement”).

Re: Due Diligence Certificate on the Abridged Prospectus of OCCL Limited in adherence with Part E of Schedule VI of the SEBI (ICDR) Regulations and SEBI Circular No. SEBI/HO/CFD/SSEP/ CIR/P/2022/14 dated February 4, 2022 in accordance with SEBI Master Circular No. SEBI/HO /CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021.

The Securities and Exchange Board of India (" SEBI ") vide Master Circular no. SEBI/HO/CFD/DIL1/ CIR/P/2021/0000000665 dated November 23, 2021 [“ Master Circular ”] and Circular no. SEBI/HO/CFD/SSEP/ CIR/P/2022/14 dated February 04, 2022, as amended, (together referred as “ Circulars ") inter-alia prescribed that the listed entity shall include the applicable information pertaining to the unlisted entity/ies involved in the Scheme in the format specified for abridged prospectus as provided in Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (" SEBI (ICDR) Regulations "), as amended (" Abridged Prospectus ") in the explanatory statement or notice or proposal accompanying resolution to be passed, sent to the shareholders while seeking their approval on the Scheme. The Circular further prescribes that the accuracy and adequacy of the disclosures on the unlisted entity/ies made in the Abridged Prospectus shall be certified by a SEBI registered Merchant Banker after following the due diligence process.

Consequently, as part of the implementation of the Scheme, Demerged Company will be required to send the Abridged Prospectus prepared as per the format specified in SEBI (ICDR) Regulations on Resulting Company, being an unlisted entity involved in the Scheme, to its shareholders while seeking their approval on the Scheme. In this background, we have been engaged by Demerged Company to issue a certificate in compliance with the above-mentioned requirement under the Circular.

Accordingly, we, on the basis of the examination of various documents pertaining to Resulting Company made available to us by Demerged Company and discussions with the officials of Demerged Company, confirm that the information contained in the Abridged Prospectus is in conformity with the format specified for abridged prospectus as provided in Part E of Schedule VI of the SEBI (ICDR) Regulations and such information disclosed

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in the Abridged Prospectus is fair, accurate as well as adequate in terms of the SEBI Master Circular read with SEBI Circular No. SEBI/HO/CFD/SSEP/ CIR/P/2022/14 dated February 4, 2022.

The above confirmation is based on the information furnished and explanation provided to us by the management of Demerged Company assuming the same is complete and accurate in all material aspects on an as is basis. We have relied upon financials, information and representations furnished to us on an as is basis and have not carried out an audit of such information. Our scope of work does not constitute an audit of financial information. This certificate is based on the information as at November 18, 2022. This certificate is a specific purpose certificate issued in terms of the SEBI Circular. The certificate is not, nor should it be considered to be, a certificate of compliance of the Scheme with the provisions of the applicable law including company, taxation and securities markets related laws or as regards to any legal implications or issues arising thereon, except for the purpose expressly mentioned herein.

SOURCES OF INFORMATION: -

For the purposes of providing our Report, we have, interalia, relied upon the Memorandum and Articles of Association of the Resulting Company; the Scheme of Arrangement; List of shareholders of the Resulting Company as on the date the Abridged Prospectus ; Observation letters dated December 02, 2022 issued by both the BSE Limited and the National Stock Exchange of India Limited regarding the Scheme vide letters no. DCS/AMAL/TL/IP/2588/2022-23 and NSE/LIST/31234 _II respectively; Discussion with and other relevant information as provided by the Management of the Demerged Company; and such other information, representation and explanations that have been provided to us by the Management of the Demerged Company.

EXCLUSIONS AND LIMITATIONS: -

We express no opinion whatsoever and make no recommendation at all as to the Company's underlying decision to affect the Scheme or as to how the holders of equity shares or secured or unsecured creditors of Company should vote at their respective meetings held in connection with the proposed Scheme. We do not express and should not be deemed to have expressed any views on any other terms of the Scheme or its success. We also express no opinion, and accordingly, accept no responsibility for or as to the price at which the equity shares of the Resulting Company will trade following the Scheme or as to the financial performance of the Demerged Company or Resulting Company following the consummation of the Scheme. We express no opinion whatsoever and make no recommendations at all (and accordingly take no responsibility) as to whether shareholders/ investors should buy, sell or hold any stake in the Resulting Company or any of its related parties, if any.

CONCLUSION: -

In the circumstances, having regard to all relevant factors, on the basis of information and explanation given to us and basis the due diligence conducted by us, we certify as on the date hereof, that the disclosures made in the Abridged Prospectus dated March 24, 2023 is fair, accurate as well as adequate in terms of the SEBI Master Circular read with SEBI Circular No. SEBI/HO/CFD/SSEP/CIR /P/2022/14 dated February 4, 2022.

Yours Faithfully,

For VC Corporate Advisors Private Limited

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---

Urvi Belani

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(Vice President & Compliance Officer) SEBI REGN. No.: INM000011096

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