Bodal Chemicals Ltd - Proxy Solicitation & Information Statement 2022

® Bodal Chemicals Ltd. COLOURS. INTEGRATION. INNOVATION.

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By Online submission

Sec/22-23/32 Date:16-06-2022

To, The General Manager, Department of Corporate Services, BSE Limited, 1st Floor, New Trading Ring, Rotunda Building, P.J. Tower Dalal Street, Fort, Mumbai-400 001. BSE CODE: 524370

To, The General Manager, National Stock Exchange of India Ltd. Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex Sandra (E), Mumbai - 400 051. NSE CODE: BODALCHEM

Dear Sir/madam

Sub: Notice of the Meeting of the equity shareholders of Boda I Chemicals Ltd ("Transferee Company") convened as per directions of Hon'ble National Company Law Tribunal ("NCLT[11] ), Ahmedabad Bench.

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the copy of the Notice of the NCLT convened meeting of the equity shareholders, as directed by Hon'ble NCL T, Ahmedabad Bench, vide its Order dated 06[th ] June 2022 Convening meeting on Thursday, 21[s][t ] July, 2022 at 01:00 p.m. 1ST at The ATMA Auditorium, Opp. Old Reserve Bank of India Building, Ashram Road, Ahmedabad 380 009 ("Meeting") for the purpose of considering, and, if thought fit, approving, with or without modification, the Scheme of Amalgamation of S P S Processors Private Limited with Boda! Chemicals Limited and their respective Shareholders and Creditors.

REMOTE E-VOTING PERIOD:

Start Date Monday, 18th July 2022 (9:00 a.m. 1ST End Date Wednesda , 20th July 2022 (5:00 p.m. 1ST).

The Notice of the NCLT convened meeting is being sent via e-mail to all the equity shareholders whose e-mail IDs are registered and a physical copy to all other equity shareholders.

The copy of the Notice of NCLT convened meeting of equity shareholders is uploaded on website of the Company at www.Bodal.com. Kindly take the same on your record.

Thanking You, Yours faithfully For, Bodal Chemi Company Secretary

HEAD OFFICE: Plot No. 123-124, Phase-1, G.I.D.C, Vatva, Ahmedabad-382 445. I Gujarat, India.

Tel : +91 - 99099 50855 +91 - 99099 50856

www.bodal.com CIN No.: L24110GJ1986PLC009003

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BODAL CHEMICALS LIMITED

CIN: L24110GJ1986PLC009003

Regd. Office: Plot No.123-124, Phase-1, GIDC, Vatva, Ahmedabad-382 445 Corporate Office: “BODAL CORPORATE HOUSE”, Beside Maple Green Resi., Nr. Anand Niketan School, Nr. Shilaj Circle, Off. S P Ring Road, Thaltej, Ahmedabad-380059 Phone: +91 79 68160100 Email: [email protected] Website: www.bodal.com

NOTICE OF THE MEETING OF THE EQUITY SHAREHOLDERS OF BODAL CHEMICALS LIMITED

(Convened pursuant to an Order dated 06[th] June 2022 passed by Hon’ble National Company Law Tribunal, Ahmedabad Bench)

MEETING DETAILS:

Day	Thursday	Thursday	Thursday
	21stJuly 2022

Date
Time	1.00 p.m.
Venue	The ATMA Auditorium, Opp.	O	ld Reserve Bank of India Building, Ashram Road, Ahmedabad 380 009 in the state of Gujarat.

REMOTE E-VOTING PERIOD:

Start Date	Monday, 18thJuly 2022 (9:00 a.m. IST)
Last Date	Wednesday, 20thJuly 2022 (5:00 p.m. IST).

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Sr. No. Contents Page No.
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Sr. No.	Contents	Page No.

1.	Notice convening meeting of the equity shareholders (which includes Public Shareholders) of Bodal Chemicals Limited (“Transferee Company” or “Bodal”) pursuant to Order dated 06thJune, 2022 of the Hon’ble National Company Law Tribunal, Ahmedabad Bench.	3-8
2.	Explanatory Statement under Section 230 read with 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Section 102 and other applicable provisions of the Companies Act, 2013 and Explanatory Note given as per the directions of Stock Exchanges.	9-24
3	Annexure A Scheme of Amalgamation (‘Scheme’) of S P S Processors Private Limited (Transferor Company) with Bodal Chemicals Limited (Transferee Company) and their respective shareholders and creditors under sections 230 read with section 232 of the Companies Act, 2013.	25-68
4	Annexure B Valuation Report dated 29thOctober, 2021 issued by Pinakin Shah, Chartered Accountants, a Registered Valuer.	69-90
5	Annexure C Fairness Opinion dated 29thOctober, 2021 issued by M/s. Tipsosns Consultancy Pvt. Ltd., Merchant Banker.	91-99

6	Annexure D Observation Letters dated 10thFebruary, 2022 from BSE Limited (‘BSE’) and dated 11thFebruary, 2022 from the National Stock Exchange of India Limited (‘NSE’) conveying No Objection for fling the Scheme with the Ahmedabad Bench of Hon’ble National Company Law Tribunal.	100-104


7	Annexure E Complaints Report dated 16thDecember, 2021 and 25thDecember, 2021 submitted by the Bodal Chemicals Limited to NSE and BSE respectively.	105-108
8	Annexure F Report adopted by the Board of Directors of the Bodal Chemicals Limited and S P S Processors Private Limited explaining efect of the Scheme on each class of shareholders, key managerial personnel, promoters and non- promoter shareholders, laying out in particular the share exchange ratio.	109-115
9	Annexure G Audited Standalone and consolidated fnancial results of the Bodal Chemicals Limited and Audited fnancial statements of S P S Processors Private Limited as on 31st March 2022 along with Audit report thereon.	116-147
10	Annexure H The applicable information of S P S Processors Private Limited in the format specifed for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.	148-157
11	Proxy Form	159-160
12	Attendance Slip	161-161
13	Route Map for the Venue of the Meeting	162-162

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH C A (CAA) NO 21 of 2022

In the matter of the Companies Act, 2013;

AND

In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013;

AND

In the matter of Scheme of Amalgamation of S P S Processors Private Limited with Bodal Chemicals Limited.

BODAL CHEMICALS LIMITED

CIN: L24110GJ1986PLC009003

Company incorporated under the Companies Act, 1956, having its registered office at Plot No. 123 and 124, Phase -1 GIDC, Vatva, Ahmedabad- 382445, Gujarat, India ........................................................................................................................................Applicant Transferee Company

NOTICE CONVENING THE MEETING OF EQUITY SHAREHOLDERS OF BODAL CHEMICALS LIMITED

To,

The Equity Shareholders of Bodal Chemicals Limited

TAKE NOTICE that by an order dated 06[th] June, 2022, the Ahmedabad Bench of the National Company Law Tribunal (“NCLT” or “Tribunal”) has directed a meeting to be convened and held of Equity Shareholders of Bodal Chemicals Limited (“Bodal” or “ Transferee Company”) for the purpose of considering, and, if thought fit, approving, with or without modification, the Scheme of Amalgamation of S P S Processors Private Limited with Bodal Chemicals Limited and their respective Shareholders and Creditors.

TAKE FURTHER NOTICE THAT in pursuance of the said order and as directed therein further notice is hereby given that the meeting of Equity Shareholders of Bodal Chemicals Limited will be held on Thursday, 21[st] July, 2022 at 01:00 p.m. IST at The ATMA Auditorium, Opp. Old Reserve Bank of India Building, Ashram Road, Ahmedabad 380 009 (“Meeting”) , at which time and place the said shareholders are requested to attend.

The following resolution will be considered and if thought fit, be passed, with or without modification(s) :

“RESOLVED THA T pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), the National Company Law Tribunal Rules, 2016, the Securities and Exchange Board of India Circular No. CFD/DIL3/CIR/2017/21 dated 10[th] March, 2017 and Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated 23[rd] November 2021 (as amended from time to time) (“SEBI Circular”) , (to the extent applicable), the observation letters issued by each of the BSE Limited and the National Stock Exchange of India Limited dated 10[th] February, 2022 and 11[th] February, 2022 respectively and subject to any provision of any other Applicable law / statute and in accordance with the relevant clauses of the Memorandum of Association and Articles of Association of the Company and subject to the approval of the Hon’ble National Company Law Tribunal, Ahmedabad Bench (“NCLT” or “Tribunal”) and approval of such other Regulatory / Statutory / Government authority(ies), as may be necessary or as may be directed by the NCLT or such other competent authority(ies), as the case may be, approval of the Equity Shareholders of the Company be and is hereby accorded to the proposed Scheme of Amalgamation of S P S Processors Private Limited with Bodal Chemicals Limited and their respective Shareholders and Creditors.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter called the ‘Board’ , which term shall be deemed to include any person (s) authorized and / or Committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this Resolution), be and are hereby authorized to do all such acts, deeds, matters and things, as may be considered requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, (including withdrawal of the Scheme), which may be required or directed by the NCLT while sanctioning the Scheme or by any authorities under law or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as the board of directors may deem fit and proper.”

TAKE FURTHER NOTICE THAT you may attend and vote at the said meeting in person or through Authorised Representative or by proxy provided that the copy of authorization or prescribed form of proxy, duly signed by you, is deposited at the registered office of the Applicant Transferee Company at Plot No. 123 and 124, Phase -1 GIDC, Vatva, Ahmedabad- 382445, Gujarat, India not later than 48 (forty eight) hours before the time fixed for the aforesaid meeting (i.e. 21[st] July, 2022, 01:00 p.m.). The form of proxy, if required, can be obtained free of charge from the registered office of the Applicant Transferee Company or can be downloaded from the website of the Applicant Transferee Company.

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TAKE FURTHER NOTICE that

a) in compliance with the provisions of (i) MCA Circulars; (ii) SEBI Circular; (iii) Sections 108 and 230 of the Companies Act read with the rules framed there under and Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, Bodal has provided the facility of voting by remote e-voting so as to enable the equity shareholders, which includes the Public Shareholders (as defined in the Notes below), to consider and approve the Scheme by way of the aforesaid resolution. Accordingly, voting by equity shareholders of Bodal to the Scheme shall be carried out through (i) remote e-voting system or (ii) ballot / polling paper as arranged by the Applicant Transferee Company at the venue of the meeting to be held on 21[st] July, 2022.
b) in compliance with the applicable provisions of the Act and the Order passed by NCLT, (a) the aforesaid Notice, (b) the Scheme, (c) the explanatory statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other applicable provisions of Companies Act and the rules made there under, and (d) the enclosures as indicated in the Index (collectively referred to as “Particulars” ), are being sent (i) through electronic mode to those equity shareholders whose e-mail IDs are registered with Link Intime India Pvt. Ltd., (“RTA”) / Depositories/ Bodal and (ii) through registered post or speed post or courier, physically to those equity shareholders who have not registered their e-mail ids with RTA/Depositories/ Bodal. 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 Friday, 10[th] June, 2022.
c) the equity shareholders may note that the aforesaid Particulars will be available on Bodal website www.bodal.com websites of the Stock Exchanges i.e. BSE Limited and the National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of Central Depository Services (India) Limited (“CDSL”) at www.evotingindia.com
d) copies of the aforesaid Particulars can be obtained free of charge, between 11.00 a.m. to 1.00 p.m. on all working days, at the registered office of Bodal, up to the date of the Meeting, at Plot No. 123 and 124, Phase -1 GIDC, Vatva, Ahmedabad- 382445, Gujarat, India, or from the office of its advocates, Mrs. Swati Saurabh Soparkar, 301, Shivalik 10, Opp. SBI Zonal Office, S.M. Road, Ambawadi, Ahmedabad-380015, Gujarat, India.
e) the NCLT has appointed Mr. Monaal J. Davawala, Advocate and in his absence, Mr. Yuvraj G. Thakore, Advocate to be the Chairman of the Meeting including for any adjournment or adjournments thereof;
f) the Scheme, if approved at the Meeting, will be subject to the subsequent approval by the Hon’ble National Company Law Tribunal, Ahmedabad Bench.

Sd/-

Dated : 09[th] June, 2022

______ Chairman appointed for the Meeting

Registered Office:

Plot No. 123 and 124, Phase -1 GIDC, Vatva, Ahmedabad- 382445, Gujarat, India

NOTES:

a) A copy of the explanatory statement, under Sections 230(3), 232(1) and (2) and 102 of the Companies Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other applicable provisions of Companies Act and the rules made there under, the Scheme and the other enclosures as indicated in the Index are enclosed.
b) A MEMBER / EQUITY SHAREHOLDER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY / PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND SUCH PROXY / PROXIES NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT OF PROXY, IN ORDER TO BE EFFECTIVE, MUST BE DEPOSITED AT THE REGISTERED OFFICE THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
c) Form of Proxy is annexed to this Notice and can also be obtained from the registered office or downloaded from the website of the Company.
d) As per Section 105 of the Companies Act, 2013 and rules made there under, a person can act as proxy on behalf of the Equity Shareholders not exceeding 50 (Fifty) and holding in aggregate not more than 10% of the total share capital of the Company carrying voting rights. Further, an Equity Shareholder holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as a proxy and such person shall not act as proxy for any other person or shareholder.
e) All alterations made in the Form of Proxy should be initialed.
f) Bodal has extended the remote e-voting facility for its equity shareholders, which includes the Public Shareholders, to enable them to cast their votes electronically. The instructions for remote e-voting are appended to the Notice. In case of remote e-voting, the votes should be cast in the manner described in the instructions from Monday,18[th] July, 2022 (9:00 a.m. IST) to Wednesday, 20[th] July,

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2022 (5:00 p.m. IST). The remote e-voting module shall be disabled by CDSL for voting after Wednesday, 20[th] July, 2022 (05.00 PM IST). Once the vote on a resolution is cast by an Equity Shareholder, he or she will not be allowed to change it subsequently.

g) It is clarified that casting of votes by remote e-voting does not disentitle an Equity Shareholder as on the Cut-off date of 14[th] July 2022, from attending the meeting, however, such Equity shareholders who have cast their votes through e-voting shall not be entitled to cast their vote again. Further, an Equity Shareholder cannot exercise his/her vote by proxy on remote e-voting.
h) Equity Shareholders whose names appear on the Register of Members/List of Beneficial Owners as on 14[th] July, 2022 (cut-off date) will be considered for the purpose of voting (including remote e-voting) in proportion to their share of the paid up equity share capital of the Company as on the cut-off date.
i) The authorised representative of a Body Corporate or Foreign Institutional Investor (“FII”) or Foreign Portfolio Investor (“FPI”), which is a registered Equity Shareholder of the Company may attend and vote at the meeting, provided a certified true copy of the resolution of the Board of Directors or other governing body of such Body Corporate / FII / FPI authorizing such a representative to attend and vote at the meeting is deposited at the registered office of the Company not later than 48 hours before the scheduled time of the commencement of the meeting.
j) In case of joint holders attending the meeting, joint holder whose name stands first in the Register of Members, and in his / her absence, by the next named member of the Company in respect of such joint holding will be entitled to vote.
k) The Equity Shareholders can opt for only one mode of voting i.e. either through (i) remote e-voting system or (ii) ballot / polling paper as arranged by the Applicant Transferee Company at the venue of the meeting. In case members cast their votes by more than one means of voting, then voting will be counted in the following sequence of priority, namely, (i) Remote e-voting or (iii) Ballot / Polling Paper as arranged at the venue of the meeting, as may be applicable.
l) Equity Shareholders are requested to hand over the enclosed Attendance Slip, duly filled and signed in accordance with their specimen signature(s) registered with the Company / Depository for admission to the venue of the meeting. Equity Shareholders who hold shares in dematerialized form are requested to bring their Client ID and DP ID numbers for identification at the meeting.
m) During the period beginning 24 (twenty four) hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, an Equity Shareholder would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided that not less than 3 (three) days of notice in writing is given to the Company.
n) The Notice convening the aforesaid meeting will be published through advertisement in Indian Express, Ahmedabad edition in the English language and Sandesh, Ahmedabad edition in the Guajarati language.
o) One independent director of Bodal and the auditor (or his authorized representative who is qualified to be an auditor) of Bodal shall be attending the Meeting;
p) The quorum of the Meeting of the equity shareholders of Bodal shall be 30 (Thirty) as prescribed under Section 103 of the Companies Act, 2013.
q) Mr. Tapan Shah, Practicing Company Secretary (FCS : 4476; CP No. 2839) has been appointed as the scrutinizer to scrutinize the voting through ballot / polling paper during the Meeting and remote e-voting process in a fair and transparent manner;
r) The scrutinizer will submit his report to the Chairman or a person authorized by him, after the completion of scrutiny. The result would be intimated to the CDSL and Stock Exchanges where the Company’s securities are listed, and displayed on the Company’s website www.bodal.com along with the Scrutinizer’s report within 48 hours from the conclusion of the meeting and on the website of CDSL at www.evotingindia.com besides being communicated to BSE Limited and the National Stock Exchange of India Limited;
s) The material documents, referred to in the Explanatory Statement will be available for inspection at the registered office of the Company during working hours on all working days from the date of dispatch of the Notice upto the date of the meeting.
t) In case of queries or grievances pertaining to remote e-voting procedure, members may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting manual, available at www.evoitngindia.com, under help section or write an email to [email protected] or may contact at telephone no. 022-23023333 or toll free no. 1800225533

Voting by electronic means (remote e-voting): Remote E-Voting Process – Shareholders holding shares in Demat Form and Physical Form

In terms of the SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9[th] December, 2020 on the e-voting facility provided by the listed companies and as part of increasing the efficiency of the voting process, e-voting process has been enabled toall individual equity shareholders holding securities in demat mode to vote through their demat account maintained withdepositories / websites of depositories / depository participants. The equity shareholders are advised to update their mobilenumber and email id in their demat accounts in order to access e-voting facility.

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b) Pursuant to above said SEBI circular, login method for e-voting and joining Meeting for individual equity shareholders holdingsecurities in demat mode is given below:

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Type of shareholders Login method
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ype of shareholders	Login method	Login method

ndividual Shareholders holding ecurities in Demat mode with DSL	1) 2) 3) 4)	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web. cdslindia.com/ myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/ NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/registration/Easiregistration Alternatively, the user can directly access 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, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
ndividual Shareholders holding ecurities in demat mode with SDL	1) 2) 3)	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click athttps:// eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 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 Verifcation 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 company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting
ndividual Shareholders (holding ecurities in demat mode) ogin through their Depository articipants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, 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 company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

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Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

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Login type Helpdesk details
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Login type	Helpdesk details

Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpd by sending a request at [email protected] or contact
	022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpd by sending a request at [email protected] or call at toll free no.: 18 1020 990 and 1800 22 44 30

c) Login method for e-Voting for shareholders other than individual shareholders holding in Demat form & physical shareholders.
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders/Members” module.
3) Now enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:

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For Shareholders holding shares in Demat Form other than individual and Physical Form
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	For Shareholders holding shares in Demat Form other than individual and Physical Form

PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both dem shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant requested to use the sequence number sent byCompany/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your dem account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member i folio number in the Dividend Bank details feld as mentioned in instruction(v).

7) After entering these details appropriately, click on “SUBMIT” tab.
8) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form (other than individual equity shareholders) will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
9) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
10) Click on the EVSN for the “BODAL CHEMICALS LIMITED” on which you choose to vote.
11) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
12) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
13) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
14) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
15) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
16) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

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17) Facility for Non – Individual Shareholders and Custodians –Remote Voting
a. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
b. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
c. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
d. The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
e. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

Process for those equity shareholders whose email/mobile are not registered with the Bodal /Linkintime/ Depositories.

a. For physical equity shareholders, please provide necessary details like Folio No., name of equity shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by emails to [email protected].
b. For demat equity shareholders, please update your email id and mobile number with the respective Depository Participant.

Contact Details:

ontact Details:
Company	BODAL CHEMICALS LIMITED Plot No. 123 and 124, Phase -1 GIDC, Vatva, Ahmedabad- 382445, Gujarat, India
Registrar & Share Transfer Agent	Link Intime India Pvt. Ltd 5thfoor, 506 to 508, Amarnath Business Centre – (ABC-1) Beside Gala Business Centre, Near St. Xavier’s College Corner, Of C G Road, Navarangpura Ahmedabad – 380009, Tel No. +91 79 26465179 /86 / 87 Email Id:[email protected];Website :www.linkintime.co.in
E-Voting Agency	Central Depository Services (India) Ltd.
E-mail	[email protected]
Scrutinizer	Mr. Tapan Shah, Practising Company Secretary
Email	[email protected]

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102, 230 AND 232 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 TO THE NOTICE CALLING THE MEETING OF EQUITY SHAREHOLDERS OF BODAL CHEMICALS LIMITED (INCLUDING PUBLIC SHAREHOLDERS) PURSUANT TO ORDER DATED 06[TH] JUNE, 2022 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

1. Pursuant to the Order dated 06[th] June, 2022 passed by the Ahmedabad Bench of the Hon’ble National Company Law Tribunal (“NCLT” or “Tribunal”), Separate meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of Bodal Chemicals Limited, the Applicant Transferee Company, and a meeting of the unsecured creditors of SPS Processors Private Limited, the Applicant Transferor Company are being convened and will be held, for the purpose of considering and, if thought fit, approving with or without modification(s), the Scheme of Amalgamation of S P S Processors Private Limited with Bodal Chemicals Limited and their respective shareholders and creditors (“Scheme”) under Sections 230 to 232 of the Companies Act, 2013 (“Act”) (including any statutory modification or re-enactment or amendment thereof) read with the rules issued there under.

2. The definitions contained in the scheme will apply to this Explanatory Statement also.

3. A copy of the Scheme setting out in detail the terms and conditions of the arrangement, inter alia, providing for the proposed Scheme of Amalgamation of S P S Processors Private Limited with Bodal Chemicals Limited and their respective shareholders and creditors, which has been approved by the Board of Directors of both the Applicant Companies at their respective meetings held respectively on 18[th] November 2021 & 29[th] October 2021 is attached to this explanatory statement and forms part of this statement as Annexure A .

As stated earlier, NCLT by its said Order has, inter alia, directed that separate meetings of the concerned parties of the Applicant Companies shall be convened and held on the Thursday, 21[st] July, 2022 as per the following schedule;

As stated earlier, NCLT by its said Order has, inter ali Companies shall be convened and held on the Thurs	As stated earlier, NCLT by its said Order has, inter ali Companies shall be convened and held on the Thurs	etings of the concerned par following schedule;	etings of the concerned par following schedule;	etings of the concerned par following schedule;
Type of the meetings	SPS Processors	Bodal	C	hemicals
Secured Creditors	Held to benotnecessary.	11:00 a.m.
Unsecured Creditors	10:00 a.m.	12:00noon
Equity Shareholders	Dispensationgranted	1:00 p.m.

NCLT by its said Order has further directed to undertake vote in the said meetings through (i) remote e-voting system or (ii) ballot / polling paper at the meeting to be conducted.

In accordance with the provisions of Section 230-232 of the Companies Act, 2013, the Scheme shall be acted upon only if a majority in number representing three fourth in value of the concerned parties of the Applicant Companies, agree to the Scheme. Further, the Scheme shall be acted upon only if the number of votes cast by the public shareholders in favor of the Scheme are more than the number of votes cast by the public shareholders against it in terms of the SEBI Circular;

The scrutinizer appointed for conducting remote e-voting and e-voting at the Meeting will however submit his separate report to the Chairman of the meetings or to the person so authorised by him after completion of the scrutiny of the remote e-voting and voting at the meeting cast by the concerned parties including public shareholders so as to announce the results of the remote e-voting and voting at the Meeting exercised by the concerned parties of Applicant Companies.

4. Background of Bodal Chemicals Limited (“Transferee Company” or “Bodal”) is as under:

i. Bodal Chemicals Limited, (hereinafter referred to as ‘BODAL’ or ‘the Applicant Transferee Company) is a listed public limited company incorporated on 24[th] September, 1986 under the Companies Act, 1956, in the name and style of Dintex Dyechem Private Limited, with the Registrar of Companies, Gujarat. The name of the company was changed to Dintex Dyechem Limited on 12[th] November 1992 and was further changed to Bodal Chemicals Limited vide certificate dated 22[nd] May 2006. The company became a public listed company from October, 1993. The shares of the company are listed on BSE Limited as well as National Stock Exchange of India Limited. The Registered Office of BODAL is situated at Plot No. 123-124, Phase-1, GIDC Estate, Vatva, Ahmedabad -382 445 in the state of Gujarat. The Applicant Transferee Company is engaged in the business of manufacturing as well as trading in all kinds of dyestuffs, dyes intermediates and basic and other chemicals etc; Company is also engaged in export and import of all such products. The CIN of the Company is L24110GJ1986PLC009003 and the Permanent Account Number of the Transferee Company is AAACD5352M. Email id of the Transferee Company is [email protected].
ii. The registered office of Bodal is currently situated at Plot No. 123-124, Phase-1, GIDC Estate, Vatva, Ahmedabad 382 445 in the state of Gujarat. There is no change in the registered office of the Transferee Company in last five years.
iii. The details of the Authorized, Issued, Subscribed and Paid-up share capital of Bodal as on 1[st] April, 2021 is as under:

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Particulars Amount in `
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Particulars	Amount i

Authorised 21,00,00,000 equity shares of`2/-each	42,00,00,0
2,75,00,000 preference shares of`10/-each	27,50,00,0
Total	69,50,00,0
Issued Subscribed & Paid-up 12,23,30,165 equity shares of`2/-each fully paid-up	24,46,60,3
Total	24,46,60,3

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There is change in the capital structure of the company since the above referred date. The company has issued and allotted 1,51,500 equity shares under ESOP Scheme as on 24-06-2021. The Current capital structure is mentioned as on 31[st] March, 2022 is as under:

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Particulars Amount in `
Authorised
----- End of picture text -----

articulars	Amount in`
uthorised
1,00,00,000 equity shares of`2/-each	42,00,00,000
,75,00,000 preference shares of`10/-each	27,50,00,000
otal	69,50,00,000
sued Subscribed & Paid-up 2,24,81,665 equity shares of`2/-each fully paid-up	24,49,63,330
otal	24,49,63,330

The Equity Shares of Bodal are, at present, listed on the BSE Limited (‘BSE’) and the National Stock Exchange of India Limited (‘NSE’).

iv. The main object of Bodal is set out in the Memorandum of Association of the Applicant Transferee Company. The main objects are as under:

1. To carry on the business of manufacturers, producers, processors, buyers, sellers, importers, exporters and/or otherwise dealers in fine chemicals, industrial and pure chemicals, organic and inorganic chemicals and allied products, perfumes, flavours, pure drug solvents, dyesand dyes intermediates, Synthetic Coal Tar Dyes, textile auxiliaries, Synthetic organics, heavy chemicals, alkalies, acids, chemical, industrial preparations, chemicals for plastic, pigment, varnishes, paints, dyes and colours, agrochemicals, petrochemicals, makers and dealers in preparatory formulations and articles of the above nature and of chemicals.

2. To carry on the business of manufacturers, processors, importers, exporters and/or dealers in chemical dyes preparations required by different industries such as sugar tanning, textiles, metallurgical and process industries, proofing, materials, disinfectants, oils, cotton, woolen, jute, detergents, wetting out agents, soap tallow, gums, varnishes, synthetics, papers resins, catalystic agents, petrochemicals and other petroleum products and articles and compounds.

3. To carry on all or any business of buyers, sellers, exporters, importers, agents, distributors, traders and dealers and with petrochemicals and organometa chemicals and chemical compounds of all kinds, synthetic chemicals, polymer chemical, rubber chemicals, agro chemicals, Industrial chemicals, fertilisers, manures, pesticides, insecticides, weedicides, rodenticides, finisicides and micro rutrients and elements, products, by products, derivatives, compounds, and mixtures thereof and all or any formulated compositions, consisting or partly consisting of one or more of the above items and all or any converted or fabricated products, articles and substances of any one or more of the items.

3A. To carry on the business of manufacturers, producers, processors, buyers, sellers, importers, exporters and/or otherwise dealers in Gypsum/Plaster boards, plaster products, their accessories and its allied products such as perforated paper tapes, adhesives, flooring and roof tiles and other building materials.
v. Objects incidental or ancillary to the attainment of main objects:.

To amalgamate with any other Company whole objects are or include objects similar to those of this Company whether by sale or purchase (for fully or partly paid up shares or otherwise) of the undertaking, subject to the liabilities of this or any such other Company as aforesaid with or without winding up or by sale or purchase (for fully or partly paid up shares or otherwise) of all of a controlling interest in the shares or stock of this or any other company as aforesaid or in any other manner as permissible under the Companies Act,1956, the Monopolies and Restrictive Trade Practices Act, 1969 and such other legislation.

vi. The details of Directors and Promoters and Promoter Group of Bodal along with their addresses as on 31[st] March, 2022, are as follows:

Details of Directors of Bodal as on 31[st] March, 2022:

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Sr. No. Name of Directors Designation Address
1 Mr. Sureshbhai Jayantibhai Patel Chairman and 32,Basant Bahar, Nr. Stearling Club Bopal, Ahmedabad 380058,
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r. No. Name of Directors	Designation	Address
1 Mr. Sureshbhai Jayantibhai Patel	Chairman and	32,Basant Bahar, Nr. Stearling Club Bopal, Ahmedabad 380058,
	Managing Director	Gujarat,India
2 Mr. Bhavin Suresh Patel	Executive Director	32,Basant Bahar, Nr. Stearling Club Bopal, Ahmedabad 380058, Gujarat,India
3 Mr. Ankit Sureshbhai Patel	Executive Director	32,Basant Bahar, Nr. Stearling Club Bopal, Ahmedabad 380058, Gujarat,India
4 Mr. Rajarshi Ghosh	Director - HSE	D/58 Nirman Complex, R.C.Technical Road, Chanakyapuri, Ghatlodia,Ahmedabad-380 061
5 Ms. Neha Sunil Huddar	Independent Director	1602, Satguru Sharan 1, Chapekar Bandhu Marg, Mulund East Mumbai-400081,Maharastra,India
6 Mr. Sunil Kanaiyalal Mehta	Independent Director	7,Basant Bahar Bunglow Bopal Ahmedabad 380058 Gujarat, India
7 Mr. Nalin Kumar	Independent Director	B- 1505 Ashok Towers Dr. S.S. Rao Marg, Parel Mumbai-400012, Maharastra,India
8 Mr. Mayank Kulinchandra Mehta	Independent Director	A 203, Oberoi Exquisite, Oberoi Garden City, Goregaon East, Westren Exp.HighwayMumbai,Maharashtra400063

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Details of Promoters and Promoter Group of Bodal as on 31[st] March, 2022

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Sr. Name of Promoter/ Promoter Group Address
No.
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Sr. No.	Name of Promoter/ Promoter Group	Address

1	SureshbhaiJayantibhai Patel	32,Basant Bahar,Nr. Stearling Club Bopal,Ahmedabad 380058, Gujarat,India
2	BhavinSuresh Patel	32,Basant Bahar,Nr. Stearling Club Bopal,Ahmedabad 380058, Gujarat,India
3	Ankit Sureshbhai Patel	32,Basant Bahar,Nr. Stearling Club Bopal,Ahmedabad 380058, Gujarat,India
4	MeenabenSureshbhai Patel	32,Basant Bahar,Nr. Stearling Club Bopal,Ahmedabad 380058, Gujarat,India
5	Ramesh PrabodhchandraPatel	14,KhushmanSociety, Gurukul Road,Memnagar,Ahmedabad
6	Rakeshbhai Ravjibhai Patel	B/12 KumbhnathSoc, Ghodasar Maninagar,Ahmedabad 380008
7	Bansibhai Maganbhai Patel	11,Aksharbaug Soc.Maninagar Ahmedabad 380008
8	Ramesh PrabodhchandraPatel-HUF	14,KhushmanSociety, Gurukul Road,Memnagar,Ahmedabad
9	Shakuntala JPatel	470- EastMainSt Branford 6405 Ct, USA-06405
10	RameshbhaiDahyabhai Patel	236,KentRd,New Milford CT, USA-06776

5. Background of S P S Processors Private Limited (“Transferor Company” or “SPPL”) is as under:

i. S P S Processors Private Limited (“Transferor Company” or “SPPL”), was originally incorporated on 20[th] June, 2002 as a private limited company under the provisions of the Companies Act, 1956 in the name and style of S P S Processors Private Limited with the Registrar of Companies, Gujarat. The registered office of the company was shifted from the “National Capital Territory (NCT) of Delhi” to the “State of Gujarat” pursuant to the order passed by the Regional Director Order dated 30[th] November, 2021 and the fresh certificate of incorporation consequent to change of registered office was issued by the Registrar of Companies, Gujarat on 14[th] December, 2021. The present Corporate Identification Number of the Company is U24100GJ2002PTC127990. The Permanent Account Number of SPPL is AAGCS9556C.
ii. The registered office of SPPL is currently situated at Plot No 123 & 124, GIDC, Phase -1, Vatva, Ahmedabad – 382445.

The registered office of the company was shifted from the “National Capital Territory (NCT) of Delhi” to the “State of Gujarat” pursuant to the order passed by the Regional Director Order dated 30[th] November, 2021 and the fresh certificate of incorporation consequent to change of registered office was issued by the Registrar of Companies, Gujarat on 14[th] December, 2021.

iii. The details of the Authorized, Issued, Subscribed and Paid-up share capital of SPPL as on 1[st] April, 2021 is as under:

Authorised Share Capital	Amount in
1,65,000Equity Shares of`100/- Each.	1,65,00,0
Total	1,65,00,0
Issued, Subscribed & Paid Up Share Capital	Amount in
1,62,334 Equity Shares of`100/- Each fully paid up	1,62,33,4
Total	1,62,33,4

There has been no change in the issued, subscribed and paid up share capital of SPPL till date of this notice.

The Equity shares of SPPL are not listed on any of the stock exchanges.

iv. The main object of SPPL are set out in the Memorandum of Association as under:

1. To carry on the business of manufacturers, producers, processors, buyers, sellers, importers, exporters and/or otherwise dealers in fine chemicals, industrial and pure chemicals, organic and inorganic chemicals and allied products, perfumes, flavours, pure drug solvents, dyes and dyes intermediates, Synthetic Coal Tar Dyes, textile auxiliaries, Synthetic organics, heavy chemicals, alkalies, acids, chemical, industrial preparations, chemicals for plastic, pigment, varnishes, paints, dyes and colours, agrochemicals, petrochemicals, makers and dealers in preparatory formulations and articles of the above nature and of chemicals.

2. To carry on the business of manufacturers, processors, importers, exporters and/or dealers in chemical dyes preparations required by different industries such as sugar tanning, textiles, metallurgical and process industries, proofing, materials, disinfectants, oils, cotton, woolen, jute, detergents, wetting out agents, soap tallow, gums, varnishes, synthetics, papers resins, catalystic agents, petro-chemicals and other petroleum products and articles and compounds.

3A. To carry on the business of manufacturers, producers, processors, buyers, sellers, importers, exporters and/or otherwise dealers in Gypsum/Plaster boards, plaster products, their accessories and its allied products such as perforated paper tapes, adhesives, flooring and roof tiles and other building materials.

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The main objects of the company has been changed by substituting old object clause “Clause III [A]” with new object clause “Clause III [A]” in Memorandum of Association by approval of shareholders of the company in the Extra-Ordinary General Meeting held on 17[th] September, 2021.and the fresh certificate of incorporation consequent to change of object clause was issued by the Registrar of Companies, Delhi on 13[th] October, 2021

v. Bodal Chemicals Limited, the Transferee Company under the present scheme holds 70% of equity share capital of SPPL and hence SPPL is subsidiary company of Bodal.
vi. The details of Promoters and Directors of SPPL along with their addresses as on 31[st] March, 2022 are as follows: Details of Directors of the SPPL as on 31[st] March, 2022:

Details of Promoters of SPPL as on 31[st] March, 2022:

Sr. No.	Name of Promoter/ Promoter Group	Address
1	M/s. Bodal Chemicals Limited	Plot No 123 And 124 Phase -1 GIDC Vatva, Ahmedabad - 382445

6. Rationale and Salient Features of the Scheme:

a. Relationship between the companies:
SPPL (Transferor Company) is a subsidiary Company of Bodal (Transferee Company).
b. Rationale for the Scheme of Amalgamation:
i. Enhanced The proposed amalgamation will offer an immense opportunity to consolidate the portfolio of brands and products that are relevant to the “chemical industry” under a single roof;
ii. The proposed amalgamation will enable the merged entity to cater to the needs of entire value chain. This can have a better reach in terms of various customer base and will provide a stronger market position to the company;
iii. The proposed amalgamation will result in operational synergies and efficiency for the merged entity. Accordingly, the Scheme would strengthen and complement the businesses of the Companies;
iv. The Scheme would help in achieving synergies in business operations and streamlining the business activities for the Companies, combining the following activities which would result in significant growth in business: –
- Material procurement and storage;
- FG storage and dispatches;
- Internal movement of materials;
- Sharing of common utilities;
Re-distribution of marketing portfolios thereby reducing marketing and travelling costs;
v. The Amalgamation of Transferor Company with the Transferee Company will result into enlarged combined assets base and will also provide an opportunity for the merged entity to leverage on such assets;
vi. Greater integration and greater financial strength and flexibility for the Transferee Company, which would result in maximizing overall shareholders value, and will improve the competitive position of the merged entity;
vii. The proposed amalgamation would help in enhancing the scale of operations, reduction in overheads, including administrative, statutory compliances, managerial and other expenditure, operational rationalization, organizational efficiency, and optimal utilization of resources by avoiding duplication of efforts; and
viii. Taking into consideration the above synergies, the merged entity would result in better profitability and EBITDA margins, Accordingly the stronger financials will provide a better opportunity in terms of better trade credits, financial resources and in negotiations for prices and suppliers credit terms for the merged entity;

c) Salient features of the Scheme:

1. “Definitions:

1.2 “Appointed Date” means 1[st] April, 2021;
1.3 “Effective Date” means the date on which the last of conditions referred to in Clause 18 hereof have been fulfilled;
1.9 “Undertakings” means all the undertaking and entire business of the Transferor Company including, without limitation:
(a) all the assets and properties (whether movable or immovable, tangible or intangible, real or personal, in possession or reversion, corporeal or incorporeal, work-in-progress, present, future or contingent of whatsoever nature) of the Transferor Company, whether or not recorded in the books of accounts of the Transferor Company (including, without limitation,

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the freehold and leasehold properties of the Transferor Company), investments of all kinds (including but not limited to shares, scrips, stocks, bonds, debenture stocks, units or pass through certificates, including in subsidiaries, associates, joint ventures, whether in India or abroad),licenses, furniture, fixtures, machinery, office equipment, computers, fixed assets, current assets (including, without limitation, all inventories, stock-in-trade or stock-in-transit, supplies, finished goods, packaging items, wherever located), cash and bank accounts (including bank balances), contingent rights or benefits, benefits of any deposits, receivables, advances or deposits paid by or deemed to have been paid by the Transferor Company financial assets, vehicles, rights to use and avail of telephones, telexes, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interest held in trust, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights, easements, privileges, liberties and advantages of whatsoever nature and where-so-ever situate belonging to or in the ownership, power or possession and in the control of or vested in or granted in favour of or enjoyed by the Transferor Company or in connection with or relating to the Transferor Company and all other interests of whatsoever nature belonging to or in the ownership, power, possession or the control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Transferor Company, whether in India or abroad;

(b) all permissions, approvals, consents, subsidies, privileges, permits, quotas, rights, claims, entitlements, refunds, registrations (including relating to sales tax, service tax, excise duty, value added tax (hereafter “VAT” ), entry tax, octroi, Goods and Services Tax (hereafter “GST” )), licenses (including all licenses, benefits and approvals relating to EXPORTS ), clearances, exemptions, authorizations, no objection certificates, registrations, income tax benefits and exemptions, indirect tax benefits and exemptions (including, but not limited to credits in respect of income tax, sales tax, service tax, excise duty, VAT, turnover tax, GST, tax credits, tax refunds, all tax holiday, including its continued benefits, incentives, exemptions, concessions and other benefits or privileges, security transaction tax, Minimum Alternate Tax (hereafter “MAT” ) credit, duty entitlement credit certificates), all other rights, benefits and Transferor Company Liabilities related thereto, powers and facilities of every kind, nature and description whatsoever, provisions and benefits of all agreements, contracts and arrangements and all other interests in connection with or relating to the Transferor Company;
(c) all contracts, agreements, concessions (of any nature and any rights therein or thereto or thereunder), memoranda of understanding, letters of intent, other arrangements, undertakings, deeds, bonds, insurance covers and claims, clearances and other instruments of whatsoever nature and description, if any, whether written, oral or otherwise, to which the Transferor Company is a party to, or to the benefit of which the Transferor Company may be eligible;
(d) all intellectual property rights of any nature whatsoever, books, records, files, papers, software licenses (whether proprietary or otherwise), and all other records and documents, whether in physical or electronic form relating to business activities and operations of the Transferor Company along with any and all goodwill of the Transferor Company;
(e) right to any claim not presented or made by the Transferor Company in respect of refund of any tax, duty, cess or other charge, including any erroneous or excess payment thereof made by the Transferor Company and any interest thereon, with regard to any Law made by any Governmental Authority, and in respect of set-off, carry forward of accumulated losses, unabsorbed depreciation and MAT credit, deferred revenue expenditure, deduction, exemption, rebate, allowance, amortization benefit, etc. under and in accordance with any Law, whether in India, or anywhere outside India; and
(f) all Liabilities of the Transferor Company, lien, security or Encumbrance in relation thereto, whether in Indian rupees
It is intended that the definition of ‘Undertaking’ under this Clause would enable the transfer of all property, assets, rights, duties, licenses of the Transferor Company and Transferor Company Liabilities into the Transferee Company pursuant to this Scheme

4. AMALGAMATION OF TRANSFEROR COMPANY WITH TRANSFEREE COMPANY

4.1 Upon coming into effect of the Scheme and with effect from the Appointed Date and subject to the provisions of the Scheme, the entire Undertaking of the Transferor Company shall, pursuant to the sanction of the Scheme by the Tribunal and pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Act, be and stand transferred to and vested in and/ or deemed to have been transferred to and vested in the Transferee Company, as a going concern, without any further act, deed, instrument, matter so as to become, as and from the Appointed Date, the undertaking of the Transferee Company by virtue of and in the manner provided in this Scheme.
4.2 All the movable assets of the Transferor Company and the assets which are otherwise capable of transfer by physical delivery or endorsement and delivery, shall be so transferred to the Transferee Company and deemed to have been physically handed over by physical delivery or by endorsement and delivery, as the case may be, without the need to execute any separate instrument, to the Transferee Company to the end and intent that the property and benefit therein passes to the Transferee Company with effect from the Appointed Date. Such delivery shall be made on a date which shall be mutually agreed upon between the Transferor Company and the Transferee Company on or after the Effective Date.

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4.3 Upon this Scheme becoming effective, the secured creditors of the Transferor Company and/or other holders of security over the properties of the Transferor Company shall be entitled to security only in respect of the properties, assets, rights, benefits and interest of the Transferor Company, as existing immediately prior to the amalgamation of the Transferor Company with the Transferee Company and the secured creditors of the Transferee Company and/or other holders of security over the properties of the Transferee Company shall be entitled to security only in respect of the properties, assets, rights, benefits and interest of the Transferee Company, as existing immediately prior to the amalgamation of the Transferor Company with the Transferee Company. It is hereby clarified that pursuant to the amalgamation of the Transferor Company with the Transferee Company, (a) the secured creditors of the Transferor Company and/or other holders of security over the properties of the Transferor Company shall not be entitled to any additional security over the properties, assets, rights, benefits and interest of the Transferee Company and therefore, such assets of the Transferor Company which are not currently encumbered shall remain free and available for creation of any security thereon in future in relation to any current or future indebtedness of the Transferee Company and (b) the secured creditors of the Transferee Company and/or other holders of security over the properties of the Transferee Company shall not be entitled to any additional security over the properties, assets, rights, benefits and interest of the Transferor Company and therefore, such assets which are not currently encumbered shall remain free and available for creation of any security thereon in future in relation to any current or future indebtedness of the Transferee Company.
4.4 Upon the Scheme coming into effect and with effect from the Appointed Date, in respect of any assets of the Transferor Company other than those mentioned in Clause 4.2 above, including actionable claims, sundry debtors, outstanding loans and advances, if any, all kind of banking accounts including but not limited to current and saving accounts, term deposits, recoverable in cash or kind or for value to be received and deposits, if any, with any person including any Governmental Authority, semi-Government, local and other authorities and bodies and customers, shall, without any further act, instrument or deed, be and stand transferred to and vested in the Transferee Company and/or be deemed to be transferred to and vested in the Transferee Company. The Transferee Company shall upon sanction of the Scheme be entitled to the delivery and possession of all documents of title of such movable property in this regard.
4.5 Upon the Scheme coming into effect and with effect from the Appointed Date, all immovable property (including but not limited to freehold and leasehold properties, and any work-in-progress)of the Transferor Company, and any document of title, rights, interest and easements in relation thereto shall stand transferred to and be vested in the Transferee Company, as a successor of the Transferor Company, without any act or deed to be done or executed by the Transferor Company and/ or the Transferee Company. The Transferee Company shall be entitled to exercise all rights and privileges and be liable to pay appropriate rent, rates, taxes and charges and fulfil all obligations, in relation to or applicable to all such immovable properties. The mutation and/or substitution of the title to the immovable properties shall be made and duly recorded in the name of the Transferee Company by the appropriate Governmental Authorities and third parties pursuant to the sanction of the Scheme by the Tribunals and upon the Scheme becoming effective in accordance with the terms hereof without any further act or deed to be done or executed by the Transferor Company and/ or the Transferee Company. It is clarified that the Transferee Company shall be liable to pay the applicable stamp duty upon the order of the Tribunal sanctioning the scheme.
4.6 Upon coming into effect of the Scheme and with effect from the Appointed Date, all Transferor Company Liabilities, and duties and obligations of the Transferor Company, as on or after the Appointed Date whether provided for or not in the books of accounts of the Transferor Company, and all other Transferor Company Liabilities which may accrue or arise after the Appointed Date but which relate to the period on or up to the day of the Appointed Date shall, pursuant to the Tribunal Order(s) or such other Governmental Authority as may be applicable under the provisions of the Act, without any further act or deed, be transferred or deemed to be transferred to and vested in the Transferee Company, so as to become as from the Appointed Date the Transferor Company Liabilities, duties and obligations of the Transferee Company on the same terms and conditions as were applicable to the Transferor Company.
4.7 Without prejudice to the above provisions, upon the Scheme coming into effect and with effect from the Appointed Date, all inter-party transactions between the Transferor Company and the Transferee Company shall be considered as intra-party transactions for all purposes. For the avoidance of doubt, it is clarified that upon the Scheme coming into effect and with effect from the Appointed Date, to the extent there are inter-corporate loans, deposits, obligations, balances or other outstanding as between the Transferor Company inter-se and/or the Transferee Company, the obligations in respect thereof shall come to an end and there shall be no liability in that behalf and corresponding effect shall be given in the books of account and records of the Transferee Company for the reduction of such assets or liabilities as the case may be.
4.8 Without prejudice to the above provisions, upon the Scheme coming into effect and with effect from the Appointed Date, all inter-se contracts solely between the Transferor Company and the Transferee Company shall stand cancelled and cease to operate, and appropriate effect shall be given to such cancellation and cessation in the books of accounts and records of the Transferee Company. With effect from the Appointed Date, there will be no accrual of income or expense on account of any transactions, including inter-alia any transactions in the nature of sale or transfer of any goods, materials or services, between the Transferor Company and the Transferee Company. For avoidance of doubt, it is hereby clarified that with effect from the Appointed Date, there will be no accrual of interest or other charges in respect of any inter se loans, deposits or balances between the Transferor Company and the Transferee Company.

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4.9 Upon coming into effect of the Scheme, all taxes (including but not limited to income tax, sales tax, excise duty, service tax, VAT, GST) paid or payable by the Transferor Company in respect of their respective operations and/or the profits of businesses, on account of the Transferor Company and, in so far as it relates to tax payment whether by way of deduction at source, advance tax or otherwise howsoever, by the Transferor Company in respect of the operations and/or the profits of the business after the Appointed Date shall be deemed to be the corresponding item paid by the Transferee Company, and shall, in all proceedings, be dealt with accordingly.
4.10 Upon coming into effect of the Scheme, all the profits or income, taxes (including any carry forward accumulated losses, unabsorbed depreciation, advance tax, tax deducted at source, foreign tax credit and MAT credit as per applicable tax laws) or any costs, charges, expenditure accruing or arising to the Transferor Company or expenditure or losses arising or incurred or suffered by the Transferor Company shall for all purposes be treated and deemed to be and accrue from the Appointed Date as the profits or income, taxes (including any carry forward of accumulated tax losses, unabsorbed depreciation, advance tax, tax deducted at source, foreign tax credit, MAT credit in terms of applicable tax laws), costs, charges, expenditure or losses of the Transferee Company, as the case may be.
4.11 For avoidance of doubt and without prejudice to the generality of the foregoing, it is clarified that upon coming into effect of this Scheme and with effect from the Appointed Date, in accordance with the provisions of relevant Laws, consents, approvals, permissions, all licenses including EPCG licenses,, UPPCB Licenses, GPCB Licenses, SIA licenses and approvals, registrations, certificates, grants, concessions, authorities (including for the operation of bank accounts and demat accounts), powers of attorneys given by, issued to or executed in favour of the Transferor Company, and the rights and benefits and liabilities under the same shall, in so far as they relate to the Transferor Company and all quality certifications and approvals, permits, quotas, rights, entitlements, tenancies, immovable properties, patents and domain names, copyrights, brands, trade secrets, product registrations and other intellectual and industrial property and all other interests relating to the goods or services being dealt with by the Transferor Company, shall without any further act or deed be transferred to and vested in the Transferee Company under the same terms and conditions as were applicable to the Transferor Company immediately prior to the coming into effect of this Scheme. In so far as the various incentives, sales tax, deferral benefits, subsidies (including applications for subsidies), available tax credits (including MAT credit, if any), rehabilitation schemes, grants, permissions, approvals, sanctions, remissions, special reservations, income tax benefits and exemptions, all tax holiday, including its continued benefits, incentives, exemptions, concessions and other benefits or privileges, concessions, special status and other benefits or privileges enjoyed, granted by any person (including any Governmental Authority), or availed of or to be availed of by the Transferor Company is concerned, the same shall, without any further act or deed, in so far as they relate to the Transferor Company, vest with and be available to the Transferee Company on the same terms and conditions as were applicable immediately prior to the coming into effect of this Scheme. The Transferee Company may apply for the endorsement of the Governmental Authorities as may be required under Applicable Law and shall file the relevant intimations, if any, for the record of the Governmental Authorities who shall take them on file, pursuant to the Scheme coming into effect.
4.12 For avoidance of doubt and without prejudice to the generality of any applicable provisions of this Scheme, it is clarified that in order to ensure (i) implementation of the provisions of the Scheme; (ii) uninterrupted transfer of the relevant consents, approvals, patents, permissions, licenses, registrations, certificates etc.; and (iii) continued vesting of the benefits, exemptions available to the Transferor Company in favour of the Transferee Company, the Board of Directors of the Transferee Company shall be deemed to be authorized to execute or enter into necessary documentations with any regulatory authorities or third parties, if applicable and the same shall be considered as giving effect to the Tribunal Order(s) and shall be considered as an integral part of this Scheme. Further, the Transferee Company shall be deemed to be authorized to execute or enter into necessary documentations with any regulatory authorities or third parties, if applicable, on behalf of the Transferor Company and to carry out or perform all such formalities or compliance required for the purpose of implementation of the provisions of the Scheme.
4.13 On and from the Effective Date, and thereafter, the Transferee Company shall be entitled to operate all bank accounts, demat accounts, if any, of the Transferor Company and realize all monies and complete and enforce all pending contracts and transactions and to accept stock returns and issue credit notes in respect of the Transferor Company in the name of the Transferee Company in so far as may be necessary until the transfer of rights and obligations of the Transferor Company to the Transferee Company under this Scheme have been formally given effect to under such contracts and transactions.
4.14 For avoidance of doubt and without prejudice to the generality of any applicable provisions of this Scheme, it is clarified that with effect from the Effective Date and till such time the name of the bank accounts of the Transferor Company would be replaced with that of the Transferee Company, the Transferee Company shall be entitled to operate the bank accounts of the Transferor Company in the name of the Transferor Company in so far as may be necessary. All cheques and other negotiable instruments, deposit slips, payment orders received or presented for encashment which are in the name of the Transferor Company after the Effective Date shall be accepted by the bankers of the Transferee Company and credited to the account of the Transferee Company, if presented by the Transferee Company. The Transferee Company shall be allowed to maintain bank accounts in the name of Transferor Company for such time as may be determined to be necessary by the Transferee Company for presentation and deposition of cheques and pay orders that have been issued in the name of the Transferor Company. It is hereby expressly clarified that any legal proceedings by or against the Transferor Company in relation to cheques and

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other negotiable instruments, payment orders received or presented for encashment which are in the name of the Transferor Company shall be instituted, or as the case may be, continued, by or against, the Transferee Company after the coming into effect of the Scheme.

6. LEGAL PROCEEDINGS

6.1 If any suits, actions and proceedings of whatsoever nature (hereinafter referred to as the “Legal Proceedings”) by or against the Transferor Company are pending on the Effective Date, the same shall not abate / be discontinued nor be in any way prejudicially affected by reason of the amalgamation of the Transferor Company with the Transferee Company or anything contained in the Scheme, but on and from the Effective Date, the Legal Proceedings may be continued and enforced by or against the Transferee Company as effectually and in the same manner and to the same extent as the same would or might have continued and enforced by or against the Transferor Company, in the absence of the Scheme.
6.2 It is clarified that until this Scheme comes into effect, the Transferor Company shall in consultation with the Transferee Company continue and enforce the Legal Proceedings whether pending or initiated pending the coming into effect of this Scheme.

11. DISSOLUTION OF THE TRANSFEROR COMPANY

11.1 On the Scheme becoming effective, the Transferor Company shall be dissolved without being wound up without any further act by the Transferor Company and the Transferee Company.
11.2 On and with effect from the Effective Date, the name of the Transferor Company shall be struck off from the records of the RoC. The Transferee Company shall make all necessary filings in this regard.
11.3 Any obligations or steps which need to be undertaken by the Transferor Company pursuant to the sanction of this Scheme shall be fulfilled by the Transferee Company.

12. CONSIDERATION

12.1 Upon coming into effect of this Scheme, the Equity shares held by the Transferee Company in the Transferor Company shall stand automatically cancelled with effect from the Effective Date without any further application, act or deed and no new shares in form of consideration shall be issued against the same.
12.2 The Transferee Company shall without any further application, act, instrument or deed, issue and allot to each shareholder of the Transferor Company whose name is recorded in the register of members of the Transferor Company on the Record Date, subject to clause 12.1 hereinabove, in the following Ratio (“Share Entitlement Ratio”):
“61(Sixty One) fully paid Equity shares of _2/- (Rupees Two only) each of the Transferee Company for every 01 (One) fully paid Equity shares of_ 100/- (Rupees One Hundred only) each held by such shareholder in the Transferor Company.”
12.3 The Share Exchange Ratio has been arrived at on basis of the valuation report of Mr. Pinakin Shah, a Registered Valuer. The Fairness Opinion for the same has been obtained from M/s TIPSONS CONSULTANCY SERVICES PVT. LTD. The said Valuation Report have been duly considered by the Board of Directors of the Transferee Company and the Transferor Company.
12.4 The shares to be issued and allotted by the Transferee Company in terms of Clause 12.2 above shall be subject to the provisions of the Memorandum and Articles of association of the Transferee Company and shall rank paripassu in all respects with the existing shares of Transferee Company.
12.5 Upon the Scheme being effective and upon the shares of the Transferee Company being issued to the shareholders of the Transferor Company, the Shares held in the Transferor Company shall stand cancelled.
12.6 The issue and allotment of shares by the Transferee Company to the equity shareholders of the Transferor Company as provided in this Scheme as an integral part thereof, shall be deemed to have been carried out without any further act or deed by Transferee Company as if the procedure laid down under Section 62(1)(c) of the Act and any other applicable provisions were duly complied with.
12.7 The equity shares issued by the Transferee Company shall be listed and admitted to trading on the Stock Exchanges i.e. NSE and BSE, pursuant to this Scheme and in compliance with the applicable regulations and the applicable SEBI circulars. The Transferee Company shall make all requisite applications and shall otherwise comply with the provisions of SEBI circular and Applicable Law and take all steps to procure the listing of the equity shares issued by it.

13. ACCOUNTING TREATMENT

13.1 The amalgamation of the Transferor Company with the Transferee Company shall be accounted for in the books of account of the Transferee Company in accordance with ‘Pooling of Interest Method’ of accounting prescribed under Appendix C as per Indian Accounting Standard (In AS) 103- “Business Combinations” prescribed under Section 133 of the Act read with the relevant rules issued thereunder, relevant clarifications issued by the IND AS Transition Facilitation Group (ITFG) of the Institute of Chartered Accountants of India and other generally accepted accounting principles.
13.2 With effect from appointed date and upon the Scheme becoming effective, the Transferee Company shall account for the amalgamation in its books as under:

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(i) The Transferee Company shall record all the assets including intangible assets recorded in the books of the Transferor Company and liabilities of the Transferor Company, including reserves shall stand transferred to the Transferee Company, and shall be recorded in the books of account of the Transferee Company at their carrying amounts as appearing in the consolidated financial statements of the Transferee Company as required by Appendix C of Ind AS 103 and relevant guidance available.
(ii) The financial information in the financial statements in respect of prior periods should be restated as if the business combination had occurred from the beginning of the preceding period in the financial statements.
(iii) As stated in Clause 12.1 of the proposed scheme, the issued, subscribed and paid up Equity share capital of Transferor Company held by Transferee Company, and the investments in the shares of the Transferor Company appearing, inter alia, in the books of account of the Transferee Company shall stand automatically cancelled.
(iv) The balance of the retained earnings in the books of account of the Transferor Company shall be aggregated with the corresponding balance of retained earnings of the Transferee Company.
(v) The identity of the reserves standing in the books of account of the Transferor Company shall be preserved and they shall appear in the financial statements of the Transferee Company in the same form as they appeared in the financial statements of the Transferor Company. As a result of preserving the identity, reserves which are available for distribution as dividend before the amalgamation would also be available for distribution as dividend after the amalgamation.
(vi) The surplus/ deficit, if any, of the net value of assets, liabilities and reserves of the Transferor Company acquired and recorded by the Transferee Company in terms of Clause 13.2 (i) over the sum of (a) the face value of the new shares issued and allotted pursuant to Clause 12.2; and (b) the value of investments cancelled if any pursuant to Clause 13.2 (iii) shall be adjusted in “Capital Reserve Account” in the financial statements of the Transferee Company and shall be presented separately from other capital reserves with disclosure of its nature and purpose in the notes.
(vii) The inter-company deposits, loans & advances and other balances, if any, in the books of the account of the Transferee Company and the Transferor Company shall stand discharged and come to an end and the same shall be eliminated by giving appropriate elimination effect in the books of account and records of the Transferee Company.
13.3 In case there is any difference in the accounting policies adopted by the Transferor Company and the Transferee Company, the accounting policies followed by the Transferee Company will prevail and the difference will be quantified and adjusted in the Opening Other Equity of previous period to ensure that the financial statements of the Transferee Company reflect the financial position on the basis of consistent accounting policy.

15. CONSOLIDATION OF AUTHORISED SHARE CAPITAL AND AMENDMENT OF MEMORANDUM OF ASSOCIATION

15.1 As an integral part of the Scheme, and, upon the coming into effect of the Scheme, the authorized share capital of the Transferor Company, as indicated in Clause 3.1 of the Scheme, viz. _1,65,00,000/- only; shall be deemed to be combined with the authorized share capital of the Transferee Company (reclassified in case of Equity Shares by reducing face value to_ 2/-( Rupees Two) per share from existing face value of ` 100/- (One Hundred) per share), without any further act, instrument or deed on the part of the Transferee Company including payment of stamp duty and fees payable to the RoC and the stamp duty and fees paid by the Transferor Company on its authorized share capital shall be set-off against any stamp duty and fees payable by the Transferee Company on any increase in the authorized share capital of the Transferee Company pursuant to the Scheme.
15.2 Clause V of the Memorandum of Association of the Transferee Company shall, without any further act, instrument or deed, stand altered, modified and amended pursuant to Sections 13, 61 and 62 of the Act and other applicable provisions of the Act, as the case may be and be replaced accordingly.
15.3 It is clarified that the approval of the Scheme by the members of the Transferee Company shall be deemed approval of the alteration of the memorandum and articles of association of the Transferee Company as required under Sections 13, 14, 61, 64 and other applicable provisions of the Act, and Clause V of the memorandum of association of the Transferee Company and Article 3 of the articles of association of the Transferee Company shall stand amended accordingly.”

THE FEATURES SET OUT ABOVE BEING ONLY THE SALIENT FEATURES OF THE SCHEME OF AMALGAMATION, THE EQUITY SHAREHOLDERS OF THE APPLICANT TRANSFEREE COMPANY ARE REQUESTED TO READ THE ENTIRE TEXT OF THE SCHEME OF AMALGAMATION TO GET THEMSELVES FULLY ACQUAINTED WITH THE PROVISIONS THEREOF.

7. Board Meeting, Valuation Report and Fairness Opinion:

a. The Transferor Company and the Transferee Company originally approved the Scheme of Amalgamation at the respective meetings of the Board of Directors on 21[st] October, 2021 and 29[th] October, 2021, respectively. Further, Bodal being listed company applied to the Stock Exchanges for approval of the Scheme as per the SEBI regulations. Based on directions received from BSE Limited (Designated Stock Exchange) and National Stock Exchange of India Limited, the revised Scheme was placed before the Board of Transferor Company for approval on 18[th] November, 2021.

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b. In accordance with the provisions of SEBI Circular, the Audit Committee of Bodal (“Audit Committee”) at its meeting held on 29[th] October, 2021, recommended the Scheme to the Board of Directors of Bodal, inter alia, taking into account;
i. The Share Exchange Valuation Report issued by M/s Pinakin Shah, Registered valuer having IBBI Registration No. IBBI/ RV/05/2019/10728 as on 29[th] October, 2021 for issue of shares pursuant to the Scheme;
ii. The Fairness Opinion issued by M/s. Tipsons Consultancy Services Pvt. Ltd. dated 29[th] October, 2021 on the Share Exchange Ratio.
c. The proposed Scheme was placed before the Audit Committee meeting of Bodal held on 29[th] October, 2021 for consideration and on receipt of the recommendation of the Audit Committee; the said report was placed before the Board of Directors of Bodal.
d. The Valuation Report issued by M/s Pinakin Shah, Registered valuer dated 29[th] October, 2021 and Fairness Opinion issued by M/s. Tipsons Consultancy Services Pvt. Ltd. dated 29[th] October, 2021 are enclosed as Annexure B and Annexure C , respectively, to this Notice.
e. The meeting of the Board of Directors of Bodal, held on 29[th] October, 2021, was attended by all the Directors. No director was absent from the meetings. None of the directors of the Transferee Company who attended the meeting voted against the Scheme. Thus, the Scheme was approved unanimously by the directors, who attended the meeting.
f. The meeting of the Board of Directors of SPPL, held 18[th] November, 2021 was attended by all the directors. No director was absent from the meetings. None of the directors of SPPL who attended the meeting voted against the Scheme. Thus, the Scheme was approved unanimously by the directors, who attended the meeting.

8. Submissions, Approvals and Other Information:

a. BSE Limited was appointed as the designated stock exchange by Bodal for the purpose of coordinating with the Securities and Exchange Board of India (‘SEBI”), pursuant to Circular No. CFD/DIL3/CIR/2017/21 dated 10[th] day of March 2017, as amended from time to time (the “SEBI Circular”) issued by SEBI.
b. Bodal has received Observation Letter from BSE Limited dated 10[th] February, 2022 and the National Stock Exchange of India Limited dated 11[th] February, 2022 stating their No Adverse observation to the Scheme. Copy of the Observation Letter is enclosed as Annexure D , to this Notice.
c. As required by the SEBI Circular, Bodal has filed the Complaints Report with The National Stock Exchange of India Limited on 16[th] December,2021 and with BSE Limited on 25[th] December, 2021. After filing of the Complaints Report, Bodal has received NIL complaints. A copy of the aforementioned Complaints Report is enclosed as Annexure E to this Notice.
d. The Application has been filed jointly by both the Applicant Companies, viz. S P S Processors Private Limited (Transferor Company) and Bodal Chemicals Limited (Transferee Company) before the Ahmedabad Bench of the National Company Law Tribunal for the sanction of the Scheme under Section 230 read with Section 232 of the Companies Act, 2013.

9. Directors, Promoters and Key Managerial Personnel:

a) The Directors of all the Transferor Company and Transferee Company may be deemed to be concerned and/or interested in the Scheme only to the extent of their shareholding in the companies, or to the extent the said Directors are common Directors in the companies, or to the extent the said Directors are the partners, directors, members of the companies, firms, association of persons, bodies corporate and/or beneficiary of trust, that hold shares in any of the Companies.
b) Key Managerial Personnel (KMPs) other than Directors and their relatives may be deemed to be concerned and/or interested in the Scheme only to the extent of their shareholding directly in the respective companies that are the subject of the Scheme.
c) Save as aforesaid, none of the Directors and KMPs of the Transferor Company and the Transferee Company and their relatives have any material concern or interest, financial and / or otherwise in the Scheme except, Mr. Sunil K. Mehta, who is common director (Independent Director) in both the Company.
d) In compliance with the provisions of Section 232(2)(c) of the Act, the Board of directors of both the Transferor and Transferee Companies in their separate meetings held on 18[th] November, 2021 and 29[th] October, 2021 respectively, have adopted a report, inter alia, explaining the effect of the Scheme on each class of shareholders, key managerial personnel, promoter and non-promoter shareholders amongst others. Copy of the reports adopted by the respective Board of Directors of the Transferor Company and the Transferee Company are enclosed as Annexure F .
e) The details of the present Directors and Key Managerial Personnel (KMPs) of Transferee Company, Transferor Company, their respective shareholdings in Transferee Company, Transferor Company are as follows:

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Extent of shareholding of Directors and KMPs of Bodal and their respective holding in the Bodal and SPPL the as on 31[st] March, 2022 are as follows:

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

Name of the Director Designation Address No of equity No of equity
shares held shares held
in Bodal in SPPL
----- End of picture text -----

Name of the Director	Designation	Address	Address	Address	No of equity shares held in Bodal	No of equi shares he in SP

Mr. Sureshbhai Jayantibhai Patel	Chairman and Managing Director	32, Basant Bahar, Nr. Stearling Club Bopal, Ahmedabad 380058, Gujarat, India			3,71,12,857	-
Mr. Bhavin Suresh Patel	Executive Director	32, Basant Bahar, Nr. Stearling Club Bopal, Ahmedabad 380058, Gujarat, India			1,04,96,342	-
Mr. Ankit Sureshbhai Patel	Executive Director	32, Basant Bahar, Nr. Stearling Club Bopal, Ahmedabad 380058, Gujarat, India			72,61,072	-
Ms. Neha Sunil Huddar	Independent Director	1602 Saturu Sharan 1 Chaekar			1000	-
		, g , p			,
		Bandhu Marg Mulund East
		, Mumbai-400081, Ma	h	arastra, India
Mr. Sunil Kanaiyalal Mehta	Independent Director	7, Bas			2,00,000	-
		Ahmedabad 380058 Gujarat, India

Mr. Nalin Kumar	Independent Director	B- 1505 Ashok Towers Dr. S.S. Rao Marg, Parel Mumbai-400012, Maharastra, India			----	-

Mr. Mayank Kulinchandra Mehta	Independent Director	A 203, Oberoi Exquisite, Oberoi Garden City, Goregaon East, Westren Exp.Highway Mumbai, Maharashtra 400063			----	-

Mr. Rajarshi Ghosh	Director-HSE	D/58 Nirman Complex, R.C.Technical Road, Chanakyapuri, Ghatlodia, Ahmedabad-380 061			----	-
Mr. Mayur Padhya	Chief Financial ofcer (CFO)	67 Suramya Bunglow Science City Rd Sola Ahmedabad 380060			1,91,750	-
Mr. Ashutosh Bhatt	Company Secretary (CS)	C-101, Parimal Exotica, Nav Yug School Road, Naroda, Ahmedabad-382339			1,000	-

Extent of shareholding of Directors and KMPs of SPPL and their respective holding in the Bodal and SPPL as on 31[st] March, 2022 are as follows:

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Name of the Director Designation Address No of equity No of equity
shares held in shares held
Bodal in SPPL
----- End of picture text -----

Name of the Director	Designation	Address	No of equity shares held in Bodal	No of equi shares he in SP

Mr. Rakeshbhai Ravjibhai Patel	Director	C-1/12-B, Kumbhnath Society, Nr. Avkar Hall Maninagar Ahmedabad, Gujarat - 380008	44,442	-
Mr. Sunil Kanaiyalal Mehta	Independent Director	7, Basant Bahar Bunglow, Bopal, Ahmedabad, Gujarat, - 380058,	2,00,000	-
Mr. Dhwanik Kumar Rakeshbhai Patel	Director	C-1/12-B,Kumbhnath Society, near Navakar Hall, Maninagar, Ahmedabad, Gujarat – 380008,	----	-
Mr. Dhyanam Sunilkumar Vyas	Independent Director	L-5, Block 3/81, Shastrinagar, Naranpura, Ahmedabad-380013	----	-

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f) Extent of holding of Promoters and Promoter Group in the Transferee Company and Transferor Company

Extent of shareholding of the Promoters and Promoter Group of Bodal in the Bodal and SPPL as on 31[st] March, 2022 are as follows:

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

Sr. Name Address No of equity No of equity
No shares held shares held
in Bodal in SPPL
----- End of picture text -----

Name	Address	No of equity shares held in Bodal	No of equity shares held in SPPL

ureshbhai Jayantibhai Patel	32,Basant Bahar, Nr. Stearling Club Bopal, Ahmedabad 380058,Gujarat,India	3,71,12,857	---
havin Suresh Patel	32,Basant Bahar, Nr. Stearling Club Bopal, Ahmedabad 380058,Gujarat,India	1,04,96,342	---
Ankit Sureshbhai Patel	32,Basant Bahar, Nr. Stearling Club Bopal, Ahmedabad 380058,Gujarat,India	72,61,072	---
Meenaben Sureshbhai Patel	32,Basant Bahar, Nr. Stearling Club Bopal, Ahmedabad 380058,Gujarat,India	52,28,960	---
amesh Prabodhchandra Patel	14, Khushman Society, Gurukul Road, Memnagar, Ahmedabad	3,85,299	---
akeshbhai Ravjibhai Patel	B/12 Kumbhnath Soc, GhodasarManinagar, Ahmedabad 380008	44,442	---
ansibhai Maganbhai Patel	11,AksharbaugSoc. Maninagar Ahmedabad 380008	31,680	---
amesh Prabodhchandra Patel HUF	14, Khushman Society, Gurukul Road, Memnagar, Ahmedabad	24,390	---
hakuntala J Patel	470- East Main St Branford 6405 Ct,USA- 06405	66,64,740	---
ameshbhai Dahyabhai Patel	236,Kent Rd,New Milford CT,USA- 06776	49,45,880	---

Extent of shareholding of the Promoters and Promoter Group of SPPL in the Bodal and SPPL as on 31[st] March, 2022 are as follows:

Name	Address	No of equity shares held Bodal	No of equity shares held in SPPL
M/s. Bodal Chemicals Limited	Plot No 123 And 124 Phase -1 GIDC Vatva, Ahmedabad - 382445	NA	113634

g) The pre and post Scheme (expected) shareholding pattern of the Bodal as on 31[st] March, 2022 is as under:

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Sr. Description Pre scheme Post scheme
No. shareholding pattern shareholding pattern
(As on 31/03/2022)
Number of % of Share Number of % of Share
Shares Held Capital Shares Held Capital
(A) PROMOTER
(1) Indian
(a) Individuals / Hindu Undivided Family 6,05,85,042 49.46 6,05,85,042 48.29
(b) Central Government/ State Government(s) - - - -
(c) Financial Institutions/ Banks - - - -
(d) Any Other - - - -
Sub-Total A(1): 6,05,85,042 49.46 6,05,85,042 48.29
(2) Foreign
(a) Individuals (NRI/ Foreign Individuals) 1,16,10,620 9.26 1,16,10,620 9.26
(b) Government - - - -
(c) Institutions - - - -
(d) Foreign Portfolio Investor - - - -
(e) (Any Other) - Bodies Corporate - - - -
Sub-Total A(2) : 1,16,10,620 9.26 1,16,10,620 9.26
Total A=A(1)+A(2) 7,21,95,662 58.94 7,21,95,662 57.55
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Sr. Description Pre scheme Post scheme
No. shareholding pattern shareholding pattern
(As on 31/03/2022)
Number of % of Share Number of % of Share
Shares Held Capital Shares Held Capital
(B) PUBLIC SHAREHOLDING
(1) Institutions
(a) Mutual Funds / UTI - - - -
(b) Venture Capital Funds - - - -
(c) Alternate Investment Funds 1,49,200 0.12 1,49,200 0.12
(d) Foreign Venture Capital Investors - - - -
(e) Foreign Portfolio Investors 35,23,462 2.88 35,23,462 2.81
(f) Financial Institutions / Banks 11,000 0.01 11,000 0.01
(g) Insurance Companies 4,000 0.00 4,000 0.00
(h) Provident Funds/ Pension Funds - - - -
(i) Any other - FII - - - -
Sub-Total B (1) : 36,87,662 3.01 36,87,662 2.94
(2) Central/State Govt(s)/ President of India 7,525 0.01 7,525 0.01
Sub-Total B (2): 7,525 0.01 7,525 0.01
(3) Non-Institutions
(a) Individual shareholders holding shares upto 2,68,22,918 21.90 2,68,23,528 21.38
nominal value of 2 Lakhs<br>(b) Individual shareholders holding shares in excess of 57,66,810 4.71 87,36,900 6.96<br>nominal value of 2 Lakhs
(c) NBFCs registered with RBI 3,000 0.00 3,000 0.00
(d) Employee Trusts - - - -
(e) Overseas Depositories(holding DRs) - - - -
(f) Any Other
- Bodies Corporate 26,23,908 2.14 26,23,908 2.09
- Non Resident Indians 11,85,988 0.97 11,85,988 0.95
- Clearing Member 4,05,604 0.33 4,05,604 0.32
- Body Corp - LLP 70,66,522 5.77 70,66,522 5.63
- IEPF 6,84,116 0.56 6,84,116 0.55
- HUF 20,31,950 1.66 20,31,950 1.62
Sub-Total B (3): 4,65,90,816 38.04 4,95,61,516 39.51
Total B=B(1)+B(2)+ B(3): 5,02,86,003 41.06 5,32,56,703 42.45
Total (A+B): 12,24,81,665 100.00 12,54,52,365 100.00
The pre Scheme equity shareholding pattern of the SPPL as on 31 [st] March,2022 is as under:
Category of Equity Shareholder No. of Equity % of equity
Shares Held shareholding
Promoters
Bodal Chemicals Limited 1,13,634 70.00
Public 48,700 30.00
Total 1,62,334 100.00
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The post scheme shareholding pattern of the SPPL would not be applicable as the SPPL would stand dissolved upon the scheme being effective.

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h) Capital Structure of the Bodal - Pre and Post Scheme (Expected):

i. Pre and Post Scheme capital structure of the Applicant Transferee Company is follows:

Description	Pre-Scheme as on 31/03/2022	Pre-Scheme as on 31/03/2022	Post-Scheme	Post-Scheme
	No. of Shares	Amount`\|No. of Shares\|Amount`
Authorized Share Capital:
Equity Shares of ₹2/-each	21,00,00,000	42,00,00,000	21,82,50,0000	43,65,00,000
Preference Shares of ₹10/-each	2,75,00,000	27,50,00,000	2,75,00,000	27,50,00,000
Total	----	69,50,00,000	----	71,15,00,000
Issued, Subscribed and Fully paid up Equity Share Capital:
Equity Shares of ₹2/-each	12,24,81,665	24,49,63,330	12,54,52,365	25,09,04,730

ii. Pre Scheme capital structure of the SPPL is mentioned in point no. 5 of this Explanatory Statement.
iii. P ost Scheme capital structure of the SPPL would not be applicable as the Company stand dissolved upon the scheme being effective.
The copy of the proposed Scheme is being filed by the Companies before the concerned Registrar of Companies.
Audited Standalone and consolidated financial results of the Bodal Chemicals Limited and Audited financial statements of S P S Processors Private Limited as on 31[st] March 2022 along with Audit report thereon are enclosed as Annexure G to this Notice.
In terms of SEBI Circular, the applicable information of the Transferor Company in the format specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 is enclosed as Annexure H to this Notice.
Explanatory statement disclosing details of the scheme of compromise or arrangement including
a) In case of Amalgamation,
- i) Appointed Date is 1[st] April, 2021
- ii) Effective Date is the date on which the last of conditions referred to in Clause 18 of the scheme have been fulfilled.
b) Share entitlement ratio (if applicable) and other considerations, if any:

61 (Sixty One) New Equity Shares of 2/- (Rupees Two only) each credited as fully paid-up of the Bodal to be issued for every 1 (One) fully paid equity share of the face value of100/- (Rupees One Hundred only) each held by the shareholders (other than the Transferee Company itself) in the SPPL.

c) Summary of Valuation report (if applicable) including basis of valuation and fairness opinion of the registered valuer, if any, and the declaration that the valuation report is available for inspection at registered office of the Company

The Share Exchange Ratio has been arrived at on the basis of a equity valuation of the Transferor Company and the Transferee Company based on the various methods as described in Valuation Report.

Valuer, as considered appropriate, have independently applied methods and arrived at their assessment of value per share of the Transferor Company and the Transferee Company to arrive at the consensus on the Fair Exchange Ratio for the proposed merger.

In light of the above, and on a consideration of all the relevant factors and circumstances as discussed and outlined in the Valuation Report, the Fair Exchange Ratio for the proposed merger has been arrived at.

In case of the Transferee Company, refer Annexure B for Valuation Report; and Annexure C for fairness opinion. The same is available for inspection at the Registered Office of the Company on all working days, (except Saturday and Sunday) during business hours between 11.00 a.m. to 1:00 p.m. up to one day prior to the date of the meeting.

Valuation report obtained by Transferor Company is available for inspection at the Registered Office of the Transferor Companies on all working days, (except Saturday and Sunday) during business hours between 12:00 Noon to 1:00 P.M up to one day prior to the date of the meeting.

d) Details of capital or debt restructuring, if any – Nil
e) Amounts due to unsecured creditors (as on 31[st] March, 2022)
Bodal ` 3,345.48 Million

SPS ` 1,674.33 Million

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14. Disclosure about effect of the compromise or arrangement on:

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

Sr. Particulars Bodal chemicals Limited S P S Processors Private Limited
No.
A Key Managerial Personnel No Effect Shall cease to be KMPs
----- End of picture text -----

Sr. No.	Particulars	Bodal chemicals Limited	S P S Processors Private Limited
A	Key Managerial Personnel	No Efect	Shall cease to be KMPs
	(KMP) (other than Directors)
B	Directors	No Efect	Shall cease to be Directors
C	Promoters	Upon efectiveness of the Scheme, the shareholding % of the promoters in the paid- up equity share capital of Bodal shall stand decreased asper Share Exchange Ratio.	Shareholdings of the promoter - Bodal shal be cancelled.
D	Non-promoter members	Only to the extent of their shareholding in the Transferee Company	Direct shareholding to Non promoter members in the Transferee Company as per Share Exchange Ratio
E	Depositors	No Efect as none of the Companies have accepted anydeposits
F	Creditors	No Efect	Creditors if an of Transferor Coman
			, y, py shall become the creditors of the Transfere
			Company and paid of in the ordinary cour of business. Inter-company creditors, if any, wouldget cancelled.
G	Debenture holders	No Efect as none of the Companies have issued anydebentures
H	Deposit trustee and debenture trustee	No Efect as none of the Companies have any Deposit trustees or Debenture trustees.
I	Employees of the company	No adverse efect	No adverse efect as employees of Transfer Company as on efective date will become employees of the Transferee Company

15. There are no investigation or proceedings pending against the Bodal and SPPL.

16. Details of approvals, sanctions or no-objection(s), if any, from regulatory or any other governmental authorities required, received or pending for the proposed scheme of compromise or arrangement.

Notice under Section 230(5) of Companies Act, 2013 is being given to the Central Government, Registrar of Companies and Income Tax Authorities in respect of both the Companies.

Notice under Section 230(5) of Companies Act, 2013 is being given to the Reserve Bank of India, Stock Exchanges and SEBI in respect of the Transferee Company.

Notice under Section 230(5) of Companies Act, 2013 is being given to the Official Liquidator in respect of Transferor Company.

17. Details in compliance with the directions given by BSE and NSE vide their observation letter dated 10[th] February 2022 and 11[th] February 2022 respectively for the details pertaining to S P S Processors Private Limited. (as submitted to NCLT as part of Application.)

Background:

Bodal, the Transferee Company is inter alia engaged in the manufacturing as well as trading in all kinds of dyestuffs, dyes intermediates and basic and other chemicals etc; Company is also engaged in export and import of all such products. It is a listed public limited company. On the other hand, SPS Processors Private Limited, the Transferor Company was originally incorporated for the textile related activities. The original promoters hadset up with H Acid Plant of 3,000 MTPA but could not run it profitably. The present management acquired 70% Stake in the Transferor company in March 2017.

Explanation for Negative Cashflow from operating activities of SPS:

The promoters of Bodal have expertise in the Dye Intermediate Segment being one of the largest manufacturers of the country. SPS already had all necessary permission to start Vinyl Sulphone (V.S) plant at the same location. As a result, soon after acquisition, the present management planned to add V. S Capacity of 6,000 MTPA. This was envisaged to be beneficial because part of effluents of H Acid can be used as raw material in V. S and vice versa. Hence, it was envisaged that it would result in cost saving to a substantial extent and make the said plant to have profitable operations. However, the company faced operational difficulties.

One of the essential raw material viz. Ethylene Oxide is very explosive in nature. The same was to be acquired from Reliance Industries located at Jamnagar and transport the same to the plant located in Uttar Pradesh. It was necessary to obtain specific permission and prepare a special tank for such transportation. The said process took a very long time and the commissioning of the said plant was delayed due to such operational problems. This resulted in negative cash flow for the financial years 2017-2018, 2019-2020 and 2020-2021However, the said V.S. plant is now made operative since February 2022.Cost efficiency is expected with both the plants being operative and it is envisaged to lead to positive cashflow as well as profitability during coming financial years.

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Increase in trade Receivables and DSO of SPS Processors Private Limited:

The business operations have been severely affected during last two financial years due to Covid Pandemic. The production and supply of material was adversely affected due to Lock Downs and payments were delayed due to cash crunch at the end of buyers. With an improved situation in the current scenario, the same shall get under control.

Increases in Losses for Last 3 financial Year and six months period ended on February 08, 2022.

As explained hereinabove, the plant of Vinyl Sulphone Ester couldn’t be made operative in time due to various reasons. The fluctuating price of the raw material has further affected the turnover as well as profit margins. The pandemic situation adversely affected the business operations. All these factors had cumulative effect on the performance of the company. Since the V A plant is now made fully operative since February 2022 alongwith H Acid Plant, it is envisaged that the financial results shall improve substantially during the Financial Year 2022-23.

It is worth noting that the said company has not borrowed money from any Banks or Financial Institutions since its acquisition in 2017. The required funds have been provided by the Parent Company, viz. Bodal Limited and other related parties.

18. General:

i. The rights and interests of the Equity Shareholders, Secured or Unsecured Creditors of Bodal and SPPL will not be prejudicially affected by the Scheme as no sacrifice or waiver is, at all called from them nor their rights sought to be modified in any manner.
ii. There are no winding up proceedings pending against the Bodal as of date.
iii. The following additional documents will be open for inspection to the equity shareholders of the Bodal at its Registered Office between 11.00 am to 1.00 p.m. on all working days (except Saturday and Sunday) upto one day prior to the date of meeting:
Audited Standalone and consolidated financial results of the Bodal Chemicals Limited and Audited financial statements of S P S Processors Private Limited as on 31[st] March 2022 along with Audit report thereon.
Papers and proceedings in Company Application No. 21 of 2022 including certified copy of the Order of the Ahmedabad Bench of the National Company Law Tribunal in the said Company Application directing the convening and holding of the meetings of the equity shareholders of the Bodal;
Copy of the order passed by NCLT directing the Bodal to, inter alia, convene the meetings of its equity shareholders, secured creditors and unsecured creditors.
Copy of Scheme of Amalgamation;
Memorandum of Association and Articles of Association of the Bodal and SPPL.
Valuation Report on Recommendation of Share Exchange Ratio dated 29[th] October, 2021 issued by M/s. Pinakin Shah, Registered Valuer having IBBI Registration No IBBI/RV/05/2019/10728;
Fairness Opinion dated 29[th] October, 2021, issued by M/s. Tipsons Consultancy Services Pvt. Ltd, a SEBI Registered (Category - I) Merchant Banker having SEBI registration No. INM000011849;
Observation Letter received from BSE Limited dated 10[th] February, 2022 and National Stock Exchange of India Limited dated 11[th] February, 2022;
Copy of the Complaints Report dated 16[th] December, 2021 and 25[th] December, 2021 submitted by the Bodal Chemicals Limited to NSE and BSE respectively and also uploaded on Transferee Company’s website;
Audit Committee Report dated 29[th] October, 2021 of the Transferee Company;
Copy of the Statutory Auditors’ certificate dated 22[nd] November, 2021 issued by M/s. Deloitte Haskins & Sells LLP to the Transferee Company certifying that the accounting treatment proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013
Copies of the resolutions passed by the Board of Directors of Transferor Company and Transferee Company dated 18[th] November, 2021 and 29[th] October, 2021 respectively, approving the Scheme.
Copy of the Reports dated 18[th] November, 2021 and 29[th] October, 2021 adopted by the Board of Directors of the SPPL and Bodal respectively, pursuant to the provisions of Section 232(2)(c) of the Act.
Any other information including documents submitted with the stock exchanges and contracts or agreements material to the compromise or arrangement
iv. A copy of the Scheme, Explanatory Statement may be obtained free of charge on any working day (except Saturday and Sunday) from the Registered Office of Bodal or / and at the office of Advocates situated at Mrs. Swati Saurabh Soparkar, 301, Shivalik 10, Opp. SBI Zonal Office, S.M. Road, Ambawadi, Ahmedabad-380015, Gujarat, India.
v. This statement may be treated as an Explanatory Statement under Section 230 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Section 102 and other applicable provisions of the Companies Act, 2013

Sd/-

______ Chairman appointed for the Meeting

Dated : 09[th] June, 2022 Registered Office: Plot No. 123 and 124, Phase -1 GIDC, Vatva, Ahmedabad- 382445, Gujarat, India

ANNEXURE - A

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ANNEXURE - B

VALUATION

EQUITY SHARES

(FINANCIAL INSTRUMENT)

BODAL CHEMICALS LIMITED

AND

SPS PROCESSORS PRIVATE LIMITED

DETERMINE EXCHANGE RATIO

IN THE MATTER

SCHEME OF ARRANGEMENT

IN THE NATURE OF AMALGAMATION

Prepared By:

PINAKIN SHAH

REGISTERED VALUER

Reg No. IBBI/RV/05/2019/10728

	INDEX
SR. NO.	PARTICULARS	PAGE NO.
I	Valuation Date / Exchange Ratio Determination Date	1
II	Profile of Client as on valuation date	1
III	Purpose of Valuation	4
IV	Source of Information relied upon	4
V	Valuation base	5
VI	Valuation Standards	5
VII	Background Information of Assets Being Valued	6
VIII	Valuation Methodology & Approach	7
IX	Valuation	7
X	Opinion	12
XI	Share Exchange Ratio	14
XII	Disclosure of Interest	14
XII	Limitations and Disclaimer	15
	Annexure I
	Annexure II
	Annexure III

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Accordingly, considering the approach and the rationale for the fair equity share entitlement ratio discussed hereunder, the valuation approaches as indicated in the format (as shown below) as prescribed by circular number LIST/COMP /02/2017-18 of BSE Computation of Fair Share Exchange Ratio:

8179.07 100 87 0 0 133.07 Relative Value per 8179.07 133.07 Share Exchange Ratio 1 61 Rounded of	0 100

100% weightage to Market approach for Transferee Company:

"Because valuations cannot be made on the basis of a prescribed formula, there is no means whereby the various applicable factors in a particular case can be assigned mathematical weights in deriving the fair market value. For this reason, no useful purpose is served by taking an average of several factors (for example, book value, capitalized earnings and capitalized dividends) and basing the valuation on the result. Such a process excludes active consideration of other pertinent factors, and the end result cannot be supported by a realistic application of the significant facts in the case except by mere chance."

i. The Cost Approach is most appropriate where the subject company is no longer operating as a going concern and is preparing for liquidation. Cost approach has not been considered as it does not reflect intrinsic value of business.
ii. The Income Approach is most appropriate when there is a large amount of data regarding past and future earnings. DCF not considered as non availability of business projection of Bodal Chemical Limited on the ground that price sensitive information made available. We have considered DCF for Transferor Company. Capitalization of Earnings

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ANNEXURE - C

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ANNEXURE - D

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DCS/AMAL/MJ/R37/2217/2021-22 “E-Letter” February 10, 2022

The Company Secretary, BODAL CHEMICALS LTD.

Plot No123/124, Phase I, GIDC, Vatva, Ahmedabad, Gujarat-382445.

Dear Sir,

Sub: Observation letter regarding the Scheme of Amalgamation of S P S Processors Private Limited with Bodal Chemicals Limited.

We are in receipt of the Draft Scheme of Amalgamation of Bodal Chemicals Limited as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its letter dated February 08, 2022 has inter alia given the following comment(s) on the draft scheme of Amalgamation:

“Company shall ensure that it discloses 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.”
“Company shall ensure that additional information and undertakings, if any submitted by the Company, after filing the scheme with the stock exchange, and from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.”
The Company is advised shall ensure to add an explanatory statement to the application to be filed before the Hon’ble NCLT and to notices to be given to shareholders and creditors on:
-Increase in trade receivables and DSO of SPS Processors Private Limited.

-Negative cash flow from operating activities.

-Increase in losses for last 3 financial years and six months period ended on February 08, 2022.
“Company shall duly comply with various provisions of the Circular.”
The Company shall ensure that it adds an explanatory statement to the application to be filed before the Hon’ble NCLT and to notices to be given to shareholders and creditors explaining the rationale as how SPS processors Private limited will maintain their positive cash flows from operating activities if “it would have been operated as a separate going concern entity.
“Company shall ensure 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.”
“Company shall ensure 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 shareholders.”

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BSE - INTERNAL

100

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“Company shall ensure that will be no changes to the draft scheme except those mandated by the regulators/ authorities/ tribunals without specific written consent of SEBI.
“Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company obliged to bring the observations to the notice of NCLT.”
“It is to be noted that the petitions are filed by the company before 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 company involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

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/-

Prasad Bhide Manager

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BSE - INTERNAL

101

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Ref: NSE/LIST/28893_II

February 11, 2022

The Company Secretary Bodal Chemicals Limited Plot No. 123 & 124, Phase-I, G.I.D.C., Vatva, Ahmedabad – 382445. Kind Attn.: Mr. Ashutosh Bhatt

Dear Sir,

Sub: Observation Letter for draft scheme of amalgamation of SPS Processors Private Limited with Bodal Chemicals Limited

We are in receipt of draft scheme of amalgamation of SPS Processors Private Limited with Bodal Chemicals Limited vide application dated November 01, 2021.

Based on our letter reference no. NSE/LIST/28893-I submitted to SEBI and pursuant to SEBI Master Circular dated December 22, 2020 (“Circular”), kindly find following comments on the draft scheme:

a. Company shall ensure disclosure of 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, if any, submitted by the Company, after filing the Scheme with the Stock Exchanges, and from the date of receipt of this letter is displayed on the websites of the listed company and the Stock Exchanges.
c. The Company is advised to add an explanatory statement to the application to be filed before the Hon’ble NCLT and to notices to be given to shareholders and creditors on:
(a) Increase in trade receivables and DSO of SPS Processors Private Limited
(b) Negative cash flow from operating activities
(c) Increase in losses for last 3 financial years and six months period ended on February 08, 2022
d. The Company shall ensure that it adds an explanatory statement to the application to be filed before the Hon’ble NCLT and to notices to be given to shareholders and creditors explaining the rationale as how SPS processors Private limited will maintain their positive cash flows from operating activities if “it would have been operated as a separate going concern entity”. This Document is Digitally Signed
e. The entities involved in the scheme shall duly comply with various provisions of the said Signer: Harshad P Dharod Date: Fri, Feb 11, 2022 21:23:36 IST
Circular. Location: NSE

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102

Continuation Sheet

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f. Company shall ensure 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.
g. Company shall ensure 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 shareholders.
h. Company shall ensure that no changes are made to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specific written consent of SEBI.
i. Company is advised that the observations of SEBI/Stock Exchange(s) shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT.
j. 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(s). 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.

It is to be noted that the petitions are filed by the company before 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 National Stock Exchange of India Limited again for its comments/observations/representations.

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.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No objection” in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from February 11, 2022 within which the scheme shall be submitted to NCLT. This Document is Digitally Signed

Signer: Harshad P Dharod Date: Fri, Feb 11, 2022 21:23:36 IST Location: NSE

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103

Continuation Sheet

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The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37(1) of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Harshad Dharod

Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL: https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

This Document is Digitally Signed

Signer: Harshad P Dharod Date: Fri, Feb 11, 2022 21:23:36 IST Location: NSE

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104

ANNEXURE - E

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ANNEXURE - F

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ANNEXURE - G

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ANNEXURE - H

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH C A (CAA) NO 21 of 2022

In the matter of the Companies Act, 2013;

AND

In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013;

AND

In the matter of Scheme of Amalgamation of S P S Processors Private Limited with Bodal Chemicals Limited.

BODAL CHEMICALS LIMITED CIN: L24110GJ1986PLC009003

FORM MGT-11 PROXY FORM

Name of the Members Registered address E-mail Id Folio No./Client ID/DP ID No. of Shares

I/ We, being the holder(s) of Company, do hereby appoint.

equity shares of Bodal Chemicals Limited, being the Applicant Transferee

1.	Name
	Address
	E-mail Id

Signature: or failing him/ her

2.	Name
	Address
	E-mail Id

Signature:

or failing him/ her

2.	Name
	Address
	E-mail Id

Signature:

or failing him/ her

159

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as my/our proxy to attend and vote (on a poll) for me/ us and on my/ our behalf at the NCLT convened meeting of the members of the Applicant Transferee Company to be held at The ATMA Auditorium, Opp. Old Reserve Bank of India Building, Ashram Road, Ahmedabad 380 009 on Thursday the 21[st] day of July, 2022 at 01:00 P.M. in respect of such resolution as are indicated below:

Resolution D	escription	Vote (Optional) (Pleaseput a (P) mark	Vote (Optional) (Pleaseput a (P) mark
No.		For	Against
1. A S S A	pproval of the Scheme of Arrangement involving amalgamation of S P PROCESSORS PRIVATE LIMITED with BODAL CHEMICALS LIMITED under ection 230 to 232 read with other applicable provisions of the Companies ct, 2013

Signed this day of , 2022

Signature of Member with Stamp:

Notes:

This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Applicant Transferee Company, not less than 48 hours before the commencement of the Meeting. (i.e. on Thursday, 21[st] day of July, 2022 at 01:00 P.M.).
Corporate Equity Shareholders intending to send their authorised representative(s) to attend the meeting are requested to send a certified copy of the Board resolution authorizing their representative(s)to attend and vote on their behalf at the meeting.
All alterations made in the form of proxy should be initialled
Please affix revenue stamp not less than Re.1 before putting signature.
In case of multiple proxies, the proxy later in time shall be accepted.
Proxy need not be an Equity Shareholderof the Applicant Transferee Company.
No person shall be appointed as a proxy who is a minor.
It is optional to indicate your preference. If you leave the for and against column blank against any or all resolutions, your proxy will be entitled to vote in the manner as he/she may think appropriate.

160

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BODAL CHEMICALS LIMITED

CIN: L24110GJ1986PLC009003

Company incorporated under the Companies Act, 1956, having its registered office at Plot No. 123 and 124, Phase -1 GIDC, Vatva, Ahmedabad- 382445, Gujarat, India

ATTENDANCE SLIP

MEETING OF THE EQUITY SHAREHOLDERS OF THE COMPANY CONVENED BY THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH ON THURSDAY, 21[ST] JULY, 2022 AT 01:00 PM

Name and Address of the First/ Sole Equity Shareholde ~~r~~

Authorized Representative/Proxy Holder

Folio No./DP ID& Client ID No

No. of Shares

I certify that I am an Equity Shareholder/ proxy/ authorized representative for the Equity Shareholder of the Company

I hereby record my presence at the meeting of Equity Shareholders of the Company convened pursuant to an Order dated 06[th] June, 2022 of Hon’ble National Company Law Tribunal, Ahmedabad Bench at The ATMA Auditorium, Opp. Old Reserve Bank of India Building, Ashram Road, Ahmedabad 380 009 on Thursday, 21[st] July, 2022 at 01:00 p.m.

Name of Member/Proxy (Block Letters)

Signature of the Member / Proxy

Notes:

Only Equity Shareholders would be allowed to attend the meeting. No Minors would be allowed at the meeting.
The Equity Shareholders, Proxy Holder or the Authorized Representative attending the meeting must bring this attendance slip to the meeting and hand over at the entrance duly signed for admission to the meeting hall.
The Equity Shareholders, Proxy Holder or the Authorized Representative are requested to bring their copy of notice of reference at the Meeting.
The authorized representative of a body corporate which is an Equity Shareholders of the Company must bring a certified true copy of the Resolution of the board meeting authorizing such representative to attend and vote at the said meeting.

161

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BODAL CHEMICALS LIMITED

CIN: L24110GJ1986PLC009003

Company incorporated under the Companies Act, 1956, having its registered office at Plot No. 123 and 124, Phase -1 GIDC, Vatva, Ahmedabad- 382445, Gujarat, India

ROUTE MAP TO THE VENUE OF THE MEETING

TO BE HELD AT

The ATMA Auditorium, Opp. Old Reserve Bank of India Building, Ashram Road, Ahmedabad 380 009

ON THURSDAY THE 21[ST] DAY OF JULY, 2022 AT 01:00 P.M.

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NOTES FOR COVID-19 SAFETY MEASUREMENT:

All Equity Shareholders need to wear masks throughout the program. Shareholders are not allowed to spit, smoke or remove mask throughout program.
Equity Shareholders entering the premises should carry their COVID VACCINATION CERTIFICATE (Dose 1 OR Dose 2 in Physical/ Digital Format) and show it whenever asked by any Representative without any objection.
Equity Shareholders need to carry their own sanitiser so that they can keep sanitising their hands regularly.
All Equity Shareholders will be required to follow the safety guidelines informed to them by Administration from time to time

162

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Bodal Chemicals Ltd — Proxy Solicitation & Information Statement 2022

61062_rns_2022-06-16_eedbfbed-f3ba-4489-b7ca-02516827c642.pdf

Sub: Notice of the Meeting of the equity shareholders of Boda I Chemicals Ltd ("Transferee Company") convened as per directions of Hon'ble National Company Law Tribunal ("NCLT[11] ), Ahmedabad Bench.

REMOTE E-VOTING PERIOD:

BODAL CHEMICALS LIMITED

CIN: L24110GJ1986PLC009003

NOTICE OF THE MEETING OF THE EQUITY SHAREHOLDERS OF BODAL CHEMICALS LIMITED

MEETING DETAILS:

REMOTE E-VOTING PERIOD:

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH C A (CAA) NO 21 of 2022

AND

AND

BODAL CHEMICALS LIMITED

CIN: L24110GJ1986PLC009003

NOTICE CONVENING THE MEETING OF EQUITY SHAREHOLDERS OF BODAL CHEMICALS LIMITED

To,

The Equity Shareholders of Bodal Chemicals Limited

TAKE FURTHER NOTICE that

Registered Office:

NOTES:

Voting by electronic means (remote e-voting): Remote E-Voting Process – Shareholders holding shares in Demat Form and Physical Form

Process for those equity shareholders whose email/mobile are not registered with the Bodal /Linkintime/ Depositories.

Contact Details:

4. Background of Bodal Chemicals Limited (“Transferee Company” or “Bodal”) is as under:

Details of Directors of Bodal as on 31[st] March, 2022:

Details of Promoters and Promoter Group of Bodal as on 31[st] March, 2022

5. Background of S P S Processors Private Limited (“Transferor Company” or “SPPL”) is as under:

Details of Promoters of SPPL as on 31[st] March, 2022:

6. Rationale and Salient Features of the Scheme:

c) Salient features of the Scheme:

1. “Definitions:

4. AMALGAMATION OF TRANSFEROR COMPANY WITH TRANSFEREE COMPANY

6. LEGAL PROCEEDINGS

11. DISSOLUTION OF THE TRANSFEROR COMPANY

12. CONSIDERATION

13. ACCOUNTING TREATMENT

15. CONSOLIDATION OF AUTHORISED SHARE CAPITAL AND AMENDMENT OF MEMORANDUM OF ASSOCIATION

THE FEATURES SET OUT ABOVE BEING ONLY THE SALIENT FEATURES OF THE SCHEME OF AMALGAMATION, THE EQUITY SHAREHOLDERS OF THE APPLICANT TRANSFEREE COMPANY ARE REQUESTED TO READ THE ENTIRE TEXT OF THE SCHEME OF AMALGAMATION TO GET THEMSELVES FULLY ACQUAINTED WITH THE PROVISIONS THEREOF.

7. Board Meeting, Valuation Report and Fairness Opinion:

8. Submissions, Approvals and Other Information:

9. Directors, Promoters and Key Managerial Personnel:

Extent of shareholding of Directors and KMPs of Bodal and their respective holding in the Bodal and SPPL the as on 31[st] March, 2022 are as follows:

f) Extent of holding of Promoters and Promoter Group in the Transferee Company and Transferor Company

g) The pre and post Scheme (expected) shareholding pattern of the Bodal as on 31[st] March, 2022 is as under:

h) Capital Structure of the Bodal - Pre and Post Scheme (Expected):

16. Details of approvals, sanctions or no-objection(s), if any, from regulatory or any other governmental authorities required, received or pending for the proposed scheme of compromise or arrangement.

17. Details in compliance with the directions given by BSE and NSE vide their observation letter dated 10[th] February 2022 and 11[th] February 2022 respectively for the details pertaining to S P S Processors Private Limited. (as submitted to NCLT as part of Application.)

Background:

Explanation for Negative Cashflow from operating activities of SPS:

Increase in trade Receivables and DSO of SPS Processors Private Limited:

Increases in Losses for Last 3 financial Year and six months period ended on February 08, 2022.

18. General:

DETERMINE EXCHANGE RATIO

-Negative cash flow from operating activities.

Sub: Observation Letter for draft scheme of amalgamation of SPS Processors Private Limited with Bodal Chemicals Limited

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH C A (CAA) NO 21 of 2022

AND

AND

BODAL CHEMICALS LIMITED CIN: L24110GJ1986PLC009003

FORM MGT-11 PROXY FORM

Notes:

BODAL CHEMICALS LIMITED

CIN: L24110GJ1986PLC009003

ATTENDANCE SLIP

Notes:

BODAL CHEMICALS LIMITED

CIN: L24110GJ1986PLC009003

ROUTE MAP TO THE VENUE OF THE MEETING

TO BE HELD AT

NOTES FOR COVID-19 SAFETY MEASUREMENT:

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Bodal Chemicals Ltd Proxy Solicitation & Information Statement 2022