Hindustan Unilever Ltd. - M&A Activity 2019

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Hindustan Unilever Limited Unilever House B D Sawant Marg Chakala, Andheri East Mumbai 400 099

21st May, 2019

Stock Code: BSE: 500696 NSE: HINDUNIL VR

Tel: +91 (22) 3983 0000 Web: www.hul.co.in CIN: L 15140MH 1933PLC002030

/SIN: INE030A01027

National Stock Exchange of India Ltd Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Sandra - Kurla Complex, Sandra (E), Mumbai - 400 051

SSE Limited, Corporate Relationship Department, 2nd Floor, New Trading Wing, Rotunda Building, P.J. Towers, Dalal Street Mumbai - 400 001

Ref: Disclosure under Regulation 30(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations")

Dear Sir/Madam,

Sub: Notice of Meeting of Equity Shareholders of Hindustan Unilever Limited ("Company") to be convened as per the direction of the National Company Law Tribunal, Mumbai ("NCL T") in connection with the Scheme of Amalgamation amongst GlaxoSmithKline Consumer Healthcare Limited ("GSK CH"), the Company and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 ("Scheme")

In compliance with Regulation 30 of the LODR Regulations, please find enclosed herewith a copy of the Notice convening the Meeting of the Equity Shareholders of the Company scheduled to be held on Saturday, 29th June, 2019 at 11.00 a.m. at Registered Office of the Company at Unilever House, B. D. Sawant Marg, Chakala, Andheri East, Mumbai - 400099, Maharashtra in accordance with the direction of the NCL T vide its order dated 2nd May, 2019, to consider, and if thought fit, to approve the Scheme.

The Company shall provide facility for voting by way of Remote e-voting or voting at the venue of the Meeting by Electronic Mode, to enable the shareholders to vote on the Resolution proposed in the Notice.

The period for remote e-voting is as follows:

Start Date and Time End Date and Time

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The cut-off date for determining eligibility to vote is 19th April, 2019, Friday, as per the order o.LHo �ble_NCLI .. --------

You are requested you to take the same on record.

Thanking You,

Yours faithfully, For Hindustan Unilever Limited

aJpai

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Executive Director, Legal & Corporate Affairs and Company Secretary DIN: 00050516 / FCS: F3354

Encl: Na

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Registered Office: Unilever House, B. D. Sawant Marg, Chakala, Andheri (East), Mumbai 400 099. CIN: L15140MH1933PLC002030, Web: www.hul.co.in, Email: [email protected], Tel: +91 22 39832285 / 39832452 Fax No ~~.~~ : +91 22 28249457

TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS

Registered Offce: Unilever House, B. D. Sawant Marg, Chakala, Andheri (East), Mumbai 400 099. CIN: L15140MH1933PLC002030, Web:www.hul.co.in, Email:[email protected], T el: +91 22 39832285 / 39832452 Fax No~~.~~: +91 22 28249457 TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS	Registered Offce: Unilever House, B. D. Sawant Marg, Chakala, Andheri (East), Mumbai 400 099. CIN: L15140MH1933PLC002030, Web:www.hul.co.in, Email:[email protected], T el: +91 22 39832285 / 39832452 Fax No~~.~~: +91 22 28249457 TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS	Registered Offce: Unilever House, B. D. Sawant Marg, Chakala, Andheri (East), Mumbai 400 099. CIN: L15140MH1933PLC002030, Web:www.hul.co.in, Email:[email protected], T el: +91 22 39832285 / 39832452 Fax No~~.~~: +91 22 28249457 TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS	Registered Offce: Unilever House, B. D. Sawant Marg, Chakala, Andheri (East), Mumbai 400 099. CIN: L15140MH1933PLC002030, Web:www.hul.co.in, Email:[email protected], T el: +91 22 39832285 / 39832452 Fax No~~.~~: +91 22 28249457 TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS	Registered Offce: Unilever House, B. D. Sawant Marg, Chakala, Andheri (East), Mumbai 400 099. CIN: L15140MH1933PLC002030, Web:www.hul.co.in, Email:[email protected], T el: +91 22 39832285 / 39832452 Fax No~~.~~: +91 22 28249457 TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS
Day		:	Saturday
Date		:	June 29, 2019
Time		:	11:00 A.M.
Venue		:	Unilever House, B. D. Sawant Marg, Chakala, Andheri (East), Mumbai - 400099.
REMOTE E-VOTING DETAILS
Commencing on		:	Thursday, May 30, 2019 at 9:00 A.M.
Ending on		:	Friday, June 28, at 5:00 P.M.

S. No.	Contents			Page No.
1	Notice of Tribunal Convened Meeting of the Equity Shareholders of Hindustan Unilever Limited convened as per the directions of the Mumbai Bench of the National Company Law Tribunal, in terms of Section 230(3) of the Companies Act, 2013.			03
2	Explanatory Statement under Section 230(3) of the Companies Act, 2013, read with Section 102 of the Companies Act, 2013 and Rule 6(3)of the Companies(Compromises,Arrangements and Amalgamations)Rules,2016.			08
3	Scheme of Amalgamation by way of Merger by Absorption among GlaxoSmithKline Consumer Healthcare Limited, Hindustan Unilever Limited and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act,2013,enclosed as Annexure 1.			21
4	Valuation Report dated December 02, 2018 issued to Hindustan Unilever Limited by S. R. B. C. & Co. LLP, Independent Chartered Accountants(appointed byHindustan Unilever Limited)enclosed as Annexure 2.			31
5	, Valuation Report dated December 03, 2018 issued to GlaxoSmithKline Consumer Healthcare Limited by Walker Chandiok & Co. LLP, Independent Chartered Accountants (appointed by GlaxoSmithKline Consumer Healthcare Limited), enclosed as Annexure 3.			40
6	Fairness Opinion issued to Hindustan Unilever Limited by HSBC Securities and Capital Markets (India) Private Limited dated December 03,2018,enclosed asAnnexure 4.			50
7	Fairness Opinion issued to GlaxoSmithKline Consumer Healthcare Limited by Axis Capital Limited dated December 03,2018,enclosed asAnnexure 5.			54
8	Copy of the Observation Letter dated February 15, 2019 issued by National Stock Exchange of India Limited to Hindustan Unilever Limited,enclosed asAnnexure 6.			61
9	Copy of the Observation Letter dated February 15, 2019 issued by BSE Limited to Hindustan Unilever Limited, enclosed asAnnexure 7.			63
10	Copy of the Observation Letter dated February 15, 2019 issued by National Stock Exchange of India Limited to GlaxoSmithKline Consumer Healthcare Limited enclosed asAnnexure 8.			65
11	Copy of the Observation Letter dated February 15, 2019 issued by BSE Limited to GlaxoSmithKline Consumer Healthcare Limited,enclosed asAnnexure 9.			67
12	Complaints Report dated January 21, 2019 submitted to National Stock Exchange of India Limited by Hindustan Unilever Limited,enclosed asAnnexure 10.			69
13	Complaints Report dated January09,2019 submitted to BSE Limited byHindustan Unilever Limited,enclosed asAnnexure 11.			71
14	Complaints Report dated February 01, 2019 submitted to National Stock Exchange of India Limited by GlaxoSmithKline Consumer Healthcare Limited,enclosed asAnnexure 12.			73
1

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S . No . Contents Page No .
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15	Complaints Report dated January 10, 2019 submitted to BSE Limited by GlaxoSmithKline Consumer Healthcare Limited,	75
	enclosed asAnnexure 13.
16	Report adopted by the Board of Directors of Hindustan Unilever Limited pursuant to the provisions of Section 232(2)(c) of	77
	the Companies Act,2013,enclosed asAnnexure 14.
17	Report adopted by the Board of Directors of GlaxoSmithKline Consumer Healthcare Limited pursuant to the provisions of	82
	Section 232(2)(c)of the Companies Act,2013,enclosed asAnnexure 15.
18	Pre-Scheme and Post-Scheme shareholding pattern of Hindustan Unilever Limited and Pre-Scheme shareholding pattern	86
	of GlaxoSmithKline Consumer Healthcare Limited as of March 31,2019,enclosed asAnnexure 16.
19	Un-audited Financial results of Hindustan Unilever Limited for the period ended December 31, 2018, enclosed as	101
	Annexure 17.
20	Audited accounting statement of GlaxoSmithKline Consumer Healthcare Limited for the period ended December 31, 2018,	105
	enclosed asAnnexure 18.
21	Form of Proxy	111
	Attendance Slipand Route Map	-

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH, MUMBAI

COMPANY SCHEME APPLICATION NO. 819 of 2019

[ C. A. (C. A. A.) 819/MB/2019]

In the matter of the Companies Act, 2013;

And

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

And

In the matter of Hindustan Unilever Limited CIN: [L15140MH1933PLC002030], a Company, incorporated under the Indian Companies Act, 1913, having its Registered Office at Unilever House, B. D. Sawant Marg, Chakala, Andheri East, Mumbai 400099, Maharashtra;

And

In the matter of GlaxoSmithKline Consumer Healthcare Limited [CIN: L24231PB1958PLC002257J, a company, incorporated under the Companies Act, 1956, having its registered office at Patiala Road, Nabha - 147 201, Punjab; And

Hindustan Unilever Limited CIN: L15140MH1933PLC002030, a ) Company incorporated under the Indian Companies Act, 1913, ) having its Registered Office at Unilever House, B. D. Sawant ) Marg, Chakala, Andheri East, Mumbai - 400099, Maharashtra. ) …Applicant Company

NOTICE FOR THE TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF HINDUSTAN UNILEVER LIMITED

To,

The Equity Shareholders of Hindustan Unilever Limited (the “Applicant Company”):

NOTICE is hereby given that by an order dated May 02, 2019, the Hon’ble Mumbai Bench of the National Company Law Tribunal (“ NCLT ”, and such order, the “ Order ”) in the above mentioned Company Scheme Application has directed a meeting of Equity Shareholders of the Applicant Company to be held for the purpose of considering, and if thought fit, approving the Scheme of Amalgamation by way of Merger by Absorption among GlaxoSmithKline Consumer Healthcare Limited, the Applicant Company, and their respective shareholders and creditors, pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Act”) (the “ Scheme ” or “ Scheme of Amalgamation ”).

In pursuance of the said Order and as directed therein, Notice is hereby given that a meeting of Equity Shareholders of the Applicant Company is scheduled to be held at Registered Office of the Applicant Company at Unilever House, B. D. Sawant Marg, Chakala, Andheri East, Mumbai - 400099, Maharashtra, on Saturday, June 29, 2019, at 11:00 A. M. (“Tribunal Convened Meeting” or “Meeting”), at which place, date and time, the Equity Shareholders are requested to attend.

Copies of the said Scheme and of the Explanatory Statement and other annexures under Sections 230-232 read with Section 102 of the Act can be obtained free of charge at the Registered Office of the Applicant Company on any working day up to the date of the Tribunal Convened Meeting between 10.00 A.M. to 5.00 P.M.

Persons entitled to attend and vote at the Tribunal Convened Meeting, may vote in person or by proxy, provided that all proxies in the prescribed form are deposited at the Registered Office of the Applicant Company at Unilever House, B. D. Sawant Marg, Chakala, Andheri East, Mumbai - 400099, Maharashtra not later than 48 hours before the aforesaid Tribunal Convened Meeting. Forms of proxy are available at the Registered Office of the Applicant Company and/or at the offices of its Advocates, Cyril Amarchand Mangaldas, Advocates & Solicitors, 5th Floor, Peninsula Chambers, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel - 400 013.

The NCLT has appointed Mr. Vinay Kumar Garg, Sr. Advocate, and failing him, Mr. Shashikant Bhojani, Advocate to be the Chairperson of the said Tribunal Convened Meeting. The above mentioned Scheme, if approved at the Tribunal Convened Meeting, will be subject to the subsequent approval and order of the NCLT.

TAKE NOTICE that the following Resolution is proposed under Section 230(3) and other applicable provisions of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), and the provisions of the Memorandum of Association and Articles of Association of the Applicant Company, for the purpose of considering, and if thought fit, approving, the Scheme:

“ RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013, and any other applicable provisions of the Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof, for the time being in force) read with the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 and other Rules, Circulars and Notifications made thereunder as may be applicable, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Securities and Exchange Board of India Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, read with the Observation letters dated February 15, 2019 issued by National Stock Exchange of India Limited and the BSE Limited and relevant provisions of other applicable laws, the provisions of the Memorandum of Association and Articles of Association of Hindustan Unilever Limited, and subject to the approval of the Mumbai Bench and the Chandigarh Bench of the National Company Law Tribunal and such other approvals, permissions and sanctions of regulatory or Governmental and other authorities or Tribunal, as may be necessary, and subject to such conditions and modifications as may be prescribed or imposed by the Mumbai Bench and the Chandigarh Bench of the National Company Law Tribunal, or by any regulatory or other authorities or tribunal, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of Hindustan Unilever Limited (hereinafter referred to as the “ Board” , which term shall be deemed to mean and include one or more committee(s) constituted/to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the proposed amalgamation embodied in the Scheme of Amalgamation by way of Merger by Absorption among Hindustan Unilever Limited, a public listed Company, having its Registered Office at Unilever House, B. D. Sawant Marg, Chakala, Andheri East, Mumbai - 400099, Maharashtra, GlaxoSmithKline Consumer Healthcare Limited, public listed Company having its Registered Office at Patiala Road, Nabha – 147 201 (Punjab) and their respective shareholders and creditors (hereinafter referred to as the “Scheme”) placed before this meeting and initialed by the Chairperson for the purpose of identification, be and is hereby approved with or without modification and for conditions, if any, which may be required and/or imposed and/or permitted by the Mumbai Bench and the Chandigarh Bench of the National Company Law Tribunal while sanctioning the Scheme and/or by any Governmental authority.

RESOLVED FURTHER THAT and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper, and to settle any questions or difficulties or doubts that may arise, including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary to give effect to the above resolution, settling of any questions or difficulties arising under the Scheme or in regard to and of the meaning or interpretation of the Scheme or implementation thereof or in any matter whatsoever connected therewith, or to review the position relating to the satisfaction of various conditions of the Scheme and if necessary, to waive any of those, and to do all acts, deeds and things as may be necessary, desirable or expedient for carrying the Scheme into effect or to carry out such modifications/directions as may be required and/or imposed and/or permitted by the Mumbai Bench and the Chandigarh Bench of the National Company Law Tribunal while sanctioning the Scheme, or by any Governmental authorities, or to approve withdrawal (and where applicable, re-filing) of the Scheme at any stage for any reason including in case any changes and/or modifications are suggested/required to be made in the Scheme or any condition suggested, required or imposed, whether by any shareholder, creditor, the Securities and Exchange Board of India, the Competition Commission of India, the Mumbai Bench and/or the Chandigarh Bench of the National Company Law Tribunal, and/or any other authority, are in its view not acceptable to Hindustan Unilever Limited, and/or if the Scheme cannot be implemented otherwise, and to do all such acts, deeds and things as it may deem necessary and desirable in connection therewith and incidental thereto.”

A copy of the Explanatory Statement under Section 230(3) of the Act, read with Section 102 of the Act and Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“Merger Rules”) along with copy of the Scheme and other annexures including form of Proxy and Attendance Slip are enclosed herewith.

Further, please note that in compliance with the Order and provisions of Section 230(4) read with Section 108 of the Act read with Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014, and in accordance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Paragraph 9 of Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 issued by the Securities and Exchange Board of India (“SEBI Scheme Circular”) , the Applicant Company has provided to its Equity Shareholders the option to vote on the Scheme by way of remote e-voting facility prior to the Meeting and voting by electronic mode at the venue of the Meeting to be held on Saturday, June, 29, 2019.

Dated May 16, 2019, at Mumbai

Sd/- Vinay Kumar Garg, Sr. Advocate Chairperson appointed by NCLT for the Meeting

: Hindustan Unilever Limited CIN: L15140MH1933PLC002030 Unilever House, B. D. Sawant Marg, Chakala, Andheri East, Mumbai - 400099, Maharashtra, India

Notes:

Only registered Equity Shareholders of the Applicant Company may attend and vote (either in person or by Proxy) at the Meeting. A registered Equity Shareholder of the Applicant Company entitled to attend and vote at the Meeting is entitled to appoint a Proxy to attend and vote on his/her behalf and such Proxy need not be a member of the Applicant Company.
In accordance with Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the instrument of Proxy in order to be effective, must be in the prescribed form and should be duly signed by the person entitled to attend and vote at the aforesaid meeting or by his authorised representative and filed with the Applicant Company at its Registered Office, not later than 48 hours before the commencement of the Meeting.
total share capital of the Applicant Company carrying voting rights. A member holding more than ten percent of the total share capital of the Applicant Company may appoint a single person as Proxy and such person shall not act as a Proxy for any other person or Equity Shareholder.
A Proxy Form is attached to this Notice and can also be obtained free of charge at the Registered Office of the Applicant Company and/or at the offices of its Advocates, Cyril Amarchand Mangaldas, Advocates & Solicitors, 5th Floor, Peninsula Chambers, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel 400 013.
All alterations made in the form of proxy should be initialed.
The authorised representative of a Body Corporate or Foreign Portfolio Investor (“FPI”) which is a registered Equity Shareholder of the Applicant Company may attend and vote at the Meeting, provided a certified copy of the resolution of the Board of Directors or other governing body of such Body Corporate/FPI, authorising such representative to attend and vote at the Meeting on behalf of such Body Corporate/ FPI is deposited at the Registered Office of the Applicant Company not later than 48 hours before the commencement of the Meeting. Further, the authorised representative and any persons voting by Proxy are requested to carry a copy of valid proof of identity at the Meeting.
A minor cannot be appointed as a Proxy.
The Proxy of a member who is blind or incapable of writing will be accepted if such member has attached his/her signature or mark thereto in presence of a witness who has signed the Proxy form and added his/her description and address provided that all insertions have been made by the witness at the request and in the presence of the member before the witness attached his/her signature or mark.
The Proxy of a member who does not know English may be accepted if it is executed in the manner prescribed in Note 8 and the witness certifies that it was explained to the member in the language known to him/her and gives the member’s name in English below the signature.
A registered Equity Shareholder or his Proxy is requested to bring a copy of the Notice to the Meeting and produce it at the entrance of the Meeting venue, along with the Attendance Slip duly completed and signed in accordance with their specimen signature(s) registered with their respective Depositories or with the Applicant Company for admission to the Meeting hall.
Registered Equity Shareholders are informed that in case of joint holders attending the Meeting, only such joint holder whose name appears first in the Register of Members of the Applicant Company or the list of Beneficial Owners as received from the Depositories in respect of such joint holding, will be entitled to vote.
The quorum of the Meeting of the Equity Shareholders of the Applicant Company shall be 30 (thirty) Equity Shareholders of the Applicant Company, present in person.
The Notice, together with the documents accompanying the same, is being sent to all the Equity Shareholders by permitted mode whose names appear in the Register of Members as on April 19, 2019, and a person who is not an Equity Shareholder on such date should treat the Notice for information purposes only. The voting rights of an Equity Shareholder shall be in proportion to such Equity Shareholder’s equity shareholding as on April 19, 2019.
All documents referred to in the Notice and Explanatory Statement will be available for inspection at the Applicant Company’s Registered Office between 10:00 A.M. to 5:00 P.M. on any working days till the date of the Meeting.
In compliance with Sections 230(4) and 108 of the Act, read with the relevant Rules and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Paragraph 9 of the SEBI Scheme Circular, and in accordance with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Applicant Company has provided the facility to the Equity Shareholders to exercise their vote electronically through the electronic voting service facility provided by M/s. Karvy Fintech Private Limited (Karvy). Equity Shareholders desiring to exercise their vote by using the e-voting facility are requested to carefully follow the instructions in the Notes under the Section ‘Voting through electronic means’ in this Notice.
The Tribunal vide its Order dated May 02, 2019 has appointed Mr. S. N. Ananthasubramanian, Practising Company Secretary as the Scrutinizer to conduct e-voting process in a fair and transparent manner.
The remote e-voting period will commence at 9:00 A.M. on Thursday, May 30, 2019 and will end at 5:00 P.M. on Friday, June 28, 2019. During the remote e-voting period, Equity Shareholders of the Applicant Company holding shares either in physical form or in dematerialised form,

as on April 19, 2019, may cast their vote electronically. The remote e-voting module shall be disabled for voting on Friday, June 28, 2019 at 5.00 P.M. It is clarified that casting of votes by remote e-voting does not disentitle an Equity Shareholder from attending the Tribunal Convened Meeting, however any Equity Shareholder who has voted by remote e-voting cannot vote at the venue of the Tribunal Convened Meeting. Once the vote on the resolution is cast by an Equity Shareholder by way of remote e-voting, he or she will not be allowed to change it subsequently.

It may be noted that the e-voting facility will also be provided at the Meeting and Equity Shareholders attending the Meeting who have not cast their vote through remote e-voting shall be entitled to exercise their vote at the venue of the Meeting.
The Notice convening the aforesaid Tribunal Convened Meeting will be published through advertisement in The Times of India (all editions) and Marathi translation thereof in Loksatta indicating the day, date, place and time of the Meeting and stating that the copies of the Scheme, and the Explanatory Statement required to be furnished pursuant to Sections 230 to 232 of the Act and the form of proxy shall be provided free of charge at the Registered Office of the Applicant Company.
The scrutinizer will submit his consolidated report to the Chairperson of the Meeting after scrutinizing the voting made by Equity Shareholders of the Applicant Company through remote e-voting facility and e-voting at the venue of the Meeting.
The results, together with scrutinizer’s report, will be announced on or before Monday, July 01, 2019 and will be placed on the website of the Applicant Company at www.hul.co.in and on Karvy’s website at https://evoting.karvy.com, besides being communicated to BSE Limited and National Stock Exchange of India Limited where the shares of the Applicant Company are listed.

VOTING THROUGH ELECTRONIC MEANS

Instructions for Electronic Voting are as under:
I. The Applicant Company has entered into an arrangement with Karvy for facilitating remote e-voting for the Tribunal Convened Meeting. The instructions for remote e-voting are as under:
- (a) In case of Equity Shareholders receiving an e-mail from Karvy:
  - (i) Launch an internet browser and open https://evoting.karvy.com/
  - (ii) Enter the login credentials i.e. User ID and password, provided in the e-mail received from Karvy. However, if Equity Shareholder(s) are already registered with Karvy for e-voting, Equity Shareholder(s) can use their existing User ID and password for casting the vote.
  - (iii) After entering the above details, click on - ‘Login’.
  - (iv) Password change menu will appear. Change the Password with a new Password of the Equity Shareholder(s) choice. The new password shall comprise minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric (0-9) and a special character (@,#,$,etc). The system will also prompt Equity Shareholder(s) to update their contact details like mobile number, e-mail ID, etc. on first login. Equity Shareholder(s) may also enter a secret question and answer of his/her choice to retrieve the password in case it is forgotten. It is strongly recommended that Equity Shareholder(s) do not share his/her password with any other person and that Equity Shareholder(s) take utmost care to keep his/her password confidential. After changing the password, Equity Shareholder(s) need to login again with the new credentials.
  - (v) On successful login, the system will prompt the Equity Shareholder(s) to select the E-Voting Event.
  - (vi) Select ‘EVENT’ of Hindustan Unilever Limited - TCM and click on - ‘Submit’.
  - (vii) Now Equity Shareholder(s) are ready for e-voting as ‘Ballot Form’ page opens.
  - (viii) Cast the vote by selecting appropriate option and click on ‘Submit’. Click on ‘OK’ when prompted.
  - (ix) Upon confirmation, the message ‘Vote cast successfully’ will be displayed.
  - (x) Once Equity Shareholder(s) have confirmed their vote on the resolution, Equity Shareholder(s) cannot modify their vote.
  - (xi) Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority Letter, along with attested specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the Scrutinizer by an e-mail at [email protected]. They may also upload the same in the e-voting module in their login. The scanned image of the above mentioned documents should be in the naming format “Corporate Name EVENT NO.”
- (b) In case of Equity Shareholders receiving physical copy of the Notice of Tribunal Convened Meeting and Attendance Slip
  - (i) User ID and Password is provided at the bottom of the Attendance Slip in the following format:

USER ID PASSWORD - -

(ii) Please follow all steps from Sr. No. (a)(i) to Sr. No. (a)(xi) mentioned above, to cast vote.

II. In case of any queries, Equity Shareholder(s) may refer to the ‘Frequently Asked Questions’ (FAQs) and ‘e-voting user manual’ available in the downloads section of the e-voting website of Karvy https://evoting.karvy.com/.

III. The voting rights shall be as per the number of equity shares held by the Equity Shareholder(s) as on Friday, April 19, 2019, being the cut-off date. Equity Shareholders are eligible to cast vote electronically only if they are holding shares as on that date.
IV. If Equity Shareholder(s) have forgotten their password, it can be reset by using ‘Forgot Password’ option available on https://evoting.karvy.com or contact Karvy at toll free no. 1-800-3454-001 or e-mail at [email protected].
In case of any other queries/grievances connected with voting by electronic means, you may also contact Mr. V. Rajendra Prasad of Karvy, at telephone no. 040-67161510.

EXPLANATORY STATEMENT UNDER SECTIONS 230(3) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6(3) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 TO THE NOTICE OF THE TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF HINDUSTAN UNILEVER LIMITED

Pursuant to an order dated May 2, 2019, passed by the Mumbai Bench of the National Company Law Tribunal (“NCLT”) in the abovementioned Company Scheme Application No. 819 of 2019 (“Order”), a meeting of the Equity Shareholders of Hindustan Unilever Limited (the “Applicant Company” or “HUL”) is being convened at ‘Unilever House, B. D. Sawant Marg, Chakala, Andheri East, Mumbai - 400099, Maharashtra, India’ on Saturday, 29th Day of June, 2019 at 11:00 A.M. (“Tribunal Convened Meeting” or “Meeting”) for the purpose of considering, and if thought fit, approving, the Scheme of Amalgamation by way of Merger by Absorption among GlaxoSmithKline Consumer Healthcare Limited (“GSKCH”), the Applicant Company and their respective shareholders and creditors, pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 (“Act”), (including any statutory modification(s) or re-enactment thereof, for the time being in force) (the “Scheme” or “Scheme of Amalgamation”).

The proposed Scheme was placed before the Audit Committee of the Applicant Company at its meeting held on Decemeber 03, 2018. On the basis of its evaluation and independent judgment and consideration of the Valuation Report dated December 02, 2018 submitted by S. R. B. C. & Co. LLP, Chartered Accountants (“Valuation Report”) and the Fairness Opinion dated December 03, 2018 issued by HSBC Securities and Capital Markets (India) Private Limited, a SEBI Registered Merchant Banker, explaining the rationale for its opinion as to the fairness of the Share Exchange Ratio (“Fairness Opinion”), the Audit Committee approved and recommended the Scheme to the Board of Directors of the Applicant Company.

The Board of Directors of the Applicant Company, at their meeting held on December 03, 2018, took into account the Valuation Report, the Fairness Opinion and the independent recommendations of the Audit Committee and on the basis of their independent judgment, approved the Scheme, subject to the approval of Equity Shareholders and Creditors of the Applicant Company. A copy of the Scheme which has been, inter alia, approved by the Audit Committee and the Board of Directors of the Applicant Company at their meetings held on December 03, 2018 is enclosed as Annexure 1 .

The Scheme, inter alia, provides for the voluntary amalgamation of GSKCH with the Applicant Company by way of merger by absorption and dissolution of GSKCH without winding up and the consequent issuance of equity shares of the Applicant Company to the Shareholders of GSKCH in accordance with the Scheme (the “Amalgamation”) and various other matters consequential or otherwise integrally connected therewith, including the increase of the share capital of the Applicant Company, pursuant to Sections 230 - 232 and other relevant provisions of the Act, in the manner provided for in the Scheme and in compliance with the provisions of the Income Tax Act, 1961.

In terms of the said Order, the quorum for the Tribunal Convened Meeting shall be 30 (thirty) as prescribed under Section 103(1) (a) (iii) of the Act. Further, in terms of the said Order, the NCLT, has appointed Mr. Vinay Kumar Garg, Sr. Advocate failing him, Mr. Shashikant Bhojani, Advocate, to be the Chairperson of the Tribunal Convened Meeting.

In accordance with the provisions of Sections 230-232 of the Act, the Scheme of Amalgamation shall be considered approved by the Equity Shareholders only if the Scheme is approved by majority of persons representing three-fourth in value of the members, of the Applicant Company, voting in person or by proxy or by remote e-voting.

Details as per Rule 6(3) of the Merger Rules
(i) Details of the Order of the NCLT directing the calling, convening and conducting of the Meeting:

Please refer to paragraph no. 1 of this Explanatory Statement for date of the Order and the date, time and venue of the Tribunal Convened Meeting.

(ii) Details of the Applicant Company and GSKCH

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S. No. Particulars Hindustan Unilever Limited GlaxoSmithKline Consumer
Healthcare Limited
1. Corporate Identification Number L15140MH1933PLC002030 L24231PB1958PLC002257
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S. No.	Particulars	Hindustan Unilever Limited	GlaxoSmithKline Consumer Healthcare Limited
1.	Corporate Identifcation Number	L15140MH1933PLC002030	L24231PB1958PLC002257
2.	Permanent Account Number	AAACH1004N	AACCS0144E
3.	Date of Incorporation	October 17,1933	October 30,1958
4.	Type of Company	Public limited Company	Public limited Company
5.	Registered offce address and e-mail address	Unilever House, B. D. Sawant Marg, Chakala, Andheri East, Mumbai - 400099, Maharashtra, India [email protected]	Patiala Road, Nabha – 147 201 (Punjab) [email protected]
6.	Name of the Stock Exchange(s) where securities of Company(ies)are listed	BSE Limited and National Stock Exchange of India Limited	BSE Limited and National Stock Exchange of India Limited

(iii) Other Particulars of the Applicant Company as per Rule 6(3) of the Merger Rules
(a) Summary of the main objects as per the Memorandum of Association and main business carried on by the Applicant Company

The Applicant Company is primarily engaged, inter alia, in the business of manufacturing, marketing, distribution and/or sales of Fast-Moving Consumer Goods (FMCG).

The objects for which the Applicant Company has been established are set out in its Memorandum of Association. The relevant objects as set out in Clause 3(a) to 3(a) (bbb) of the Memorandum of Association are hereunder:

“3(a) To establish and carry on the business of manufacturers of soap, soap-powders, detergents and toilet requisites, and to buy, sell, manufacture, refine, prepare and deal in all kinds of oils and oleaginous and saponaceous substances, and all kinds of unguents and ingredients.

(aaa) To carry on the business of manufacturers of vegetable products margarine, and all kinds of fat and oleaginous emulsions and to buy, sell manufacture, refine, prepare and deal in all kinds of fats, oils and oleaginous substances and all the required ingredients for the manufacture of the Company’s products;
(aab) To grow, cultivate, manufacture, treat, cure, blend, process, win, render marketable and transport whether in bulk or in packetted or concentrated forms, tea, coffee, cocoa or any other beverages, cinchona, chicory, rubber, jajoba, ratanjyot, neem, oil palm, coconut, saffron, hops, cardamom, gum, resin and other plantation crops of all varities and clones, citronella, palmarosa, vinca rosea, solanum khasianum and other produce of the soil whatsoever, whether of spontaneous growth or not; to carry on the business of plantation, horticulture, floriculture, sericulture, aquaculture, mushroom and other vegetable cultivation, dairy farming/poultry farming and related activities; to manufacture, buy, sell, and deal in citronella oil and machinery of all kinds for processing of any or all of the aforesaid produce or commodities, things and products and for that purpose to layout, construct, purchase, take on lease, or otherwise acquire, alter, equip maintain and work estates, gardens, plantations, farms including the growing, cultivation and reproduction of tea seeds and other reproductive vegetative material of all types and manufactories or their properties in any place or places and to buy, sell store, further process, sort, grade or otherwise prepare, import, export, despatch, dispose of and deal in and trade in all or any of the aforesaid produce or commodities, things and products, either in processed, finished, manufactured or raw state, by retail, wholesale or otherwise.
(bbb) To manufacture and deal in articles of food of all kinds.”

Clause 3 (g) of the Memorandum of Association of the Applicant Company which contains provisions for amalgamation, is reproduced herein below:

“3 (g) To acquire and undertake the whole or any part of business, property and liabilities of any person or Company carrying on any business which the Company is authorised to carry on, possessed of property suitable for the purpose of this Company.”

(b)
(c) Details of the capital structure of the Applicant Company including Authorised, Issued, Subscribed and Paid up Share Capital

The Authorized, Issued, Subscribed and Paid up Share Capital of the Applicant Company as at March 31, 2019 is as under:

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Particulars Amount (in Rs.)
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Particulars	Amount(in Rs.)

Authorised Capital 2,25,00,00,000 equity shares of Re. 1 each	2,25,00,00,000
* Issued and Subscribed Share Capital 2,21,78,23,381 equity shares of Re. 1 each	2,21,78,23,381
* Fully Paid-up Share Capital 2,16,47,04,405 equity shares of Re. 1 each.	2,16,47,04,405

The difference between issued capital & paid-up capital is due to the Buyback made from open Market as per special resolution passed through postal ballot on September 14, 2007 and July 26, 2010. The total number of shares bought back under the schemes was 3,02,35,772 and 2,28,83,204, respectively.

The Applicant Company has outstanding employee stock options under the 2012 HUL Performance Share Scheme (as defined in the Scheme), the exercise of which may result in an increase in the issued and paid-up share capital of the Applicant Company.

Post Scheme Capital Structure:

Pursuant to the Scheme, the Applicant Company shall issue shares to the shareholders of GSKCH. Therefore the capital structure set out above shall be subject to changes pursuant to the effectiveness of the Scheme. The expected pre and post Scheme capital structure of the Applicant Company (based on the shareholding pattern as of March 31, 2019) is annexed as Annexure 16.

(d) Details of the Promoters and Directors along with their addresses

The details of the promoters of the Applicant Company as on date are as set forth below:

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S. No. Name of the Promoter Address
1. Unilever PLC Port Sunlight, Wirral, Merseyside CH624ZD
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S. No.	Name of the Promoter	Address
1.	Unilever PLC	Port Sunlight,Wirral,Merseyside CH624ZD
2.	Unilever UK & CN Holdings Limited	Unilever House,100 Victoria Embankment,London EC4Y0DY
3.	Unilever Overseas Holdings B V	Unilever House,100 Victoria Embankment,London EC4Y0DY
4.	Unilever Overseas Holdings AG	Hinterbergstrasse 28,Postfach,5364 6330 Cham 2,Switzerland
5.	Brooke Bond GroupLimited	Unilever House,100 Victoria Embankment,London EC4Y0DY
6.	Brooke Bond Assam Estates Limited	Unilever House,100 Victoria Embankment,London EC4Y0DY
7.	Brooke Bond South India Estates Limited	Unilever House,100 Victoria Embankment,London EC4Y0DY

The Applicant Company has 10 (ten) Directors as on March 31, 2019, mentioned as under. The details of such Directors are set forth below:

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S. No. Name of the Designation Address
Director
1. Sanjiv Mehta Chairman and Managing Flat No.7A 7th Floor Wing 1, Urmi Aangan 13A, Peddar
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S. No.	Name of the Director	Designation	Address
1.	Sanjiv Mehta	Chairman and Managing	Flat No.7A 7th Floor Wing 1, Urmi Aangan 13A, Peddar
		Director	Road,Mumbai 400026
2.	Srinivas Phatak	Executive Director, Finance & IT and Chief Financial Offcer	Flat no. 305, 3rd Floor, A Wing, Oberoi Splendor, Splendor Complex CHSL,JVLR,Andheri(East),Mumbai 400060
3.	Pradeep Banerjee	Executive Director, Supply Chain	D-507, Ashok Towers, Dr. S. S. Rao Road, Near ITC Grand Central Hotel,Parel Mumbai 400012
4.	Dev Bajpai	Executive Director, Legal and Corporate Affairs & CompanySecretary	805/806, Meghdoot Tower, A Wing, Lokhandwala Back Road Opp.Jogging Track, Lokhandwala,Azad Nagar, Andheri(W), Mumbai - 400053
5.	Aditya Narayan	Independent Director	House No. -B- 20/2, DLF City Phase 1 DLF QE Gurgaon - 122002
6.	S. Ramadorai	Independent Director	Flat No. 1, Wyoming, Little Gibbs Road, Malabar Hill, Mumbai 400006
7.	O. P. Bhatt	Independent Director	Flat No. 3,Seagull,Carmichael Road,Mumbai - 400026
8.	Dr. Sanjiv Misra	Independent Director	1541 ATS Village, Noida Expressway, Sector 93-A, Gautam Buddha Nagar Noida - 201304
9.	Kalpana Morparia	Independent Director	A52 Ahuja Tower CHS, Rajabhau Desai Marg, Prabhadevi, Mumbai - 400025
10.	Leo Puri	Independent Director	Condominium, 37 D-L, Jagamohandas Marg, Napean Sea Road Mumbai 400037

(e) If the scheme of compromise or arrangement relates to more than one Company, the fact and details of any relationship subsisting between such companies who are parties to such scheme of compromise or arrangement, including holding, subsidiary or of associate companies

There is no subsisting relationship between the Applicant Company and GSKCH.

(f) The date of the Board Meeting of the Applicant Company at which the Scheme was approved by the Board of Directors including the name of the Directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

Details of the Directors and their votes for the resolution passed at the meeting of the Board of Directors of the Applicant Company on December 03, 2018 are as follows:

S. No.	Names of the Director of the Applicant Company	Voted in favour/ against/ abstain
1.	Sanjiv Mehta	Voted in favour
2.	Srinivas Phatak	Voted in favour
3.	PradeepBanerjee	Voted in favour
4.	Dev Bajpai	Voted in favour
5.	Aditya Narayan	Voted in favour
6.	S. Ramadorai	Voted in favour
7.	O.P. Bhatt	Voted in favour
8.	Dr. Sanjiv Misra	Voted in favour
9.	Leo Puri	Voted in favour

Note: Ms. Kalpana Morparia, Independent Director of the Applicant Company was granted leave of absence for the meeting of the Board of Directors held on December 03, 2018.

(g) Amounts due to unsecured creditors

As on December 31, 2018, the Applicant Company had 4,471 (Four Thousand Four Hundred and Seventy One) unsecured creditors and amount due to such unsecured creditors is Rs. 3345,29,91,735 /- (Rupees Three Thousand Three Hundred and Forty Five Crore Twenty Nine Lakhs Ninety One Thousand Seven Hundred and Thirty Five Only).

(h) None of the Directors, the Key Managerial Personnel (as defined under the Act and Rules formed thereunder) of the Applicant Company and their respective Relatives (as defined under the Act and rules formed thereunder) have any interests, financial or otherwise in the Scheme except to the extent of their respective shareholding in the Applicant Company and GSKCH, if any. The effect of the Scheme on the material interests of the Directors, Key Managerial Personnel and their respective relatives, is not any different from the effect on other shareholders of the Applicant Company and/or GSKCH. The details of the shareholding of Directors, Key Managerial Personnel and their respective relatives as on March 31, 2019 is as follows:

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S. No Name No. of Shares held in Applicant No. of Shares held in GSKCH
Company
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S. No	Name	No. of Shares held in Applicant Company	No. of Shares held in GSKCH

1.	Sanjiv Mehta	10	21
2.	Srinivas Phatak	10,208	NIL
3.	PradeepBanerjee	55,477	25
4.	Dev Bajpai	45,817	NIL
5.	Aditya Narayan	NIL	NIL
6.	S. Ramadorai	35	NIL
7.	O. P. Bhatt	NIL	56
8.	Dr. Sanjiv Misra	NIL	NIL
9.	Kalpana Morparia	NIL	NIL
10.	Leo Puri	NIL	NIL

(i) Disclosure about the effect of the Scheme on the following persons:

S. No	Category of Stakeholder	Effect of the Scheme on Stakeholders
A.	Shareholders	(i) Upon the Scheme becoming effective and in consideration of the Amalgamation, the Applicant Company shall allot equity shares, credited as fully paid-up, to the members of GSKCH, holding fully paid up equity shares in GSKCH and whose names appear in the register of members of GSKCH and / or whose name appears as the benefcial owner of the GSKCH shares in the records of the depository on a specifc record date and at a specifc record time, or to such of their respective heirs, executors, administrators or other legal representative or other successors in title. (ii) The equity shares of the Applicant Company to be allotted to the members of GSKCH shall be allotted in the following manner: “4.39 (Four decimal three nine) equity shares of the Company of face value Re. 1/- each shall be credited as fully paid-up for every 1 (One) equity share of GSKCH of face value Rs. 10/- fully paid-up” (“Share Exchange Ratio”). (iii) The shares allotted to shareholders of GSKCH by the Applicant Company as set out above shall rank pari passu in all respects with the then existing equity shares of the Applicant Company and shall be listed on BSE Limited and National Stock Exchange of India Limited. (iv) The Authorised Share Capital of the Applicant Company will be increased to Rs. 285,00,00,000 (Rupees Two Hundred and Eighty Five Crores only) comprising of 285,00,00,000 equity shares of Re. 1 (Rupee One) each, in accordance with the provisions of the Act, pursuant to the Scheme. (v) The Amalgamation will result in dilution of holding of the shareholders of the Applicant Company by approximately 7.86% and of the promoters of Applicant Company by 5.28%, and in turn result in an increase in the public foat of the Applicant Company’s shares by 5.28%. This will in turn increase the trading stock of the shares of the Applicant Company
B.	Promoters	Please refer to point (A) above for details regarding the effect on the shareholders. The promoters of the Applicant Company shall continue to remain the promoters, even after the effectiveness of the Scheme.

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S. No Category of Effect of the Scheme on Stakeholders
Stakeholder
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S. No	Category of Stakeholder	Effect of the Scheme on Stakeholders

C.	Non- Promoter Shareholders	Please refer to point (A) above for details regarding the effect on the shareholders.
D.	Key Managerial Personnel (“KMPs”)	The KMPs of the Applicant Company shall continue as Key Managerial Personnel of the Applicant Company after effectiveness of the Scheme. Please refer to point (A) above for details regarding the effect of the Scheme on such KMPs who are also shareholders of the Applicant Company. Other than the above,the KMPs are not affectedpursuant to the Scheme.
E.	Director(s)	The Director(s) of the Applicant Company shall continue as Director(s) of the Applicant Company after effectiveness of the Scheme. Please refer to point (A) above for details regarding the effect of the Scheme on such Director(s) who are also shareholders of the Applicant Company. Other than the above,the Director(s)are not affectedpursuant to the Scheme.
F.	Employees	Under the Scheme, no rights of the staff and employees of the Applicant Company are beingaffected.
G.	Creditors	Under the Scheme, no arrangement is sought to be entered into between the Applicant Company and its creditors. The interest of the creditors of the Applicant Company shall not be impacted in anymanner.
H.	Depositors	Not Applicable. The Applicant Companydoes not have anyDepositors.
I.	Debenture holders, Debenture trustee	Not Applicable. The Applicant Company does not have any Debenture holders / Debenture trustee.
J.	Deposit Trustee	Not Applicable. The Applicant Company does not have any Deposit Trustee.

(j) Disclosure about effect of the Scheme on material interests of Directors,Key Managerial Personnel (KMP), Debenture Trustee and other Stakeholders:

        - Please refer to point no. iii (i) above for the effect of the Scheme on material interests of Directors, Key Managerial Personnel, Debenture Trustee and other Stakeholders.

     - **(k) Investigations or proceedings, if any, pending against the Applicant Company under the Act:**

        - No investigation proceedings are pending under the provisions of Chapter XIV of the Act  or under Sections 235 to 251 of the Companies Act, 1956 in respect of the Applicant Company.

(iv) Other Particulars of GSKCH as per Rule 6(3) of the Merger Rules
(a) Summary of the main objects as per the Memorandum of Association and main business carried on by GSKCH
- GSKCH is primarily engaged in the business of manufacturing, marketing, distribution and/or sales of health food drinks products, in certain territories.
- The objects for which GSKCH has been established are set out in its Memorandum of Association. The main objects as set out in Clause 3 (i) to (ii) of the Memorandum of Association are as hereunder:
- “(i) To carry on, develop, extend and turn to account the business of Manufacturers, Distributors, Importers, Exporters, Wholesalers, Retailers and Dealers in Food Products of every description, Drugs, Medicines, Pharmaceuticals and Chemical Substances of all kinds and of and in Apparatus and Equipment which can be used therefor.
- (ii) To carry on the trade or business of Farmers and Market Gardeners in all their respective branches and Producers, Manufacturers, Purchasers, Vendors, Importers and Exporters of Milk and other Dairy Products and derivatives of any of them and any other trade or business whatsoever which can, in the opinion of the Company, be advantageously or conveniently carried on by the Company by way of extension of or in connection with any such business as aforesaid or is calculated directly or indirectly to develop any branch of the Company’s business or to increase the value of or turn to account any of the Company’s assets, property or rights.
  - (ii) a. To carry on the business of manufacturing, buying, selling, exporting or otherwise dealing in real and synthetic hides and skins including the processing, tanning or treatment thereof, leather goods, and goods made of skins, of real or synthetic materials, including wearing apparel, boot and other footwear. Items of upholstery, furniture, travel accessories and other effects and to acquire and to dispose of any business or establishment, plant or machinery or other assets of whatsoever description concerned with such business.

(ii) b. To carry on business as manufacturers and dealers whether as wholesalers or retailers, principals, agents or otherwise in all kinds of chemicals, acids, pharmaceuticals, drugs, formulations, antibiotics, fertilizers, plastics and resins, industrial preparations including detergents, dyestuffs, laboratory reagents, glue and adhesives, pesticides, insecticides and weedicides including formulations, and intermediates and raw materials for all or any of them.
(ii) c. To manufacture, buy, sell, export, trade in and deal in and with, whether as wholesalers or retailers, principals, agents or otherwise, fish, fish products and sea-foods of all kinds including processing, canning, bottling or packing of dehydrated, frozen or concentrated products or extracts thereof.
(ii) d. To carry on business as manufacturers of and /or dealers in animal casings, gelatin of all types and ossein and their derivatives and also of cattlefeeds and pet foods.
(ii) e. To manufacture, process, buy, sell, export, trade in and deal in and with, whether as wholesalers, retailer, principals or agents or otherwise, bacon, pork-pie, sausages, potted and preserved meats, delicatessen, proteins and health foods, fine foods and processed foods of any kind.
(ii) f. To manufacture, process, bottle, buy, sell, export, trade in and deal in and with, whether as wholesalers, retailers, principals or agents or otherwise, chutneys, pickles, sauces, jams, jellies. squashes, syrups, juices and any preparation, whatsoever from fruits, vegetables or otherwise.
(ii) g. To manufacture, sell, purchase, take on lease or hire or in exchange, or otherwise acquire, operate and equip trawlers, vessels, plants and equipments for catching, procuring and processing fish and sea foods.
(ii) h. To construct, build, acquire, whether by purchase or on lease and to operate, equip and maintain cold storages, storage chambers, godowns, warehouses, freezing houses, deep freezers and coolers for storing fish and sea foods, whether processed or otherwise.
(ii) i. To carry on the business of manufacturing, buying and selling all kinds of dietetic products, protein extracts, isolates, dextrose, glucose, beverages, minerals and aerated waters and other articles for human consumption and ingredients thereof.
(ii) j. To carry on business as bakers and to construct, acquire, hire, hold, let and sell mills, factories, houses, machinery and appliances suitable for such baking, manufacturing and dealing.
(ii) k. To carry on the business of hotel, restaurant, refreshment rooms and inn-keepers and licensed victuallers.
(ii) l. To carry on the business of manufacturers of and dealers in and exporters of essentials oils and their derivatives, perfumes, essences and flavours, toilet and other cosmetics.”

Clause 3 (xiii) of the Memorandum of Association of GSKCH which contains provisions for amalgamation, is reproduced herein below:

“3(xiii) To amalgamate with any other Company or Companies and to promote and form Subsidiary Companies.”

(b)

(c) Details of the capital structure of GSKCH including Authorised, Issued, Subscribed and Paid up share Capital

The share capital structure of GSKCH as on March 31, 2019 is as under:

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Particulars Amount (in Rs.)
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Particulars	Amount (in Rs.)

Authorised Capital 6,00,00,000 equityshares of Rs. 10 each	60,00,00,000
Issued and Subscribed Share Capital 4,20,55,538 equityshares of Rs. 10 each	42,05,55,380
Fully Paid-up Share Capital 4,20,55,538 equityshares of Rs. 10 each	42,05,55,380
Post Scheme Capital Structure:

The Scheme shall result in the merger by absorption of GSKCH into the Applicant Company and dissolution of GSKCH without winding up and the consequent issuance of equity shares of the Applicant Company to the shareholders of GSKCH. As such, pursuant to the Scheme, GSKCH shall cease to exist.

(d) Details of the Promoters and Directors along with their addresses:.

The details of the promoters of GSKCH as on March 31, 2019 are as set forth below:

S.No	Name of the Promoter	Address
1.	Horlicks Limited	980 Great West Road,Brentford,Middlesex,TW8 9GS,United Kingdom
2.	GlaxoSmithKline Pte. Limited	23 Rochester Park,139234,Singapore

GSKCH has 8 (eight) Directors as on March 31, 2019, mentioned as under. The details of such Directors are set forth below:

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S. No. Name of Director Designation Address
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S. No.	Name of Director	Designation	Address

1.	Patnam Dwarkanath	Chairman, Non-Executive Director	1018-A, The Magnolias, DLF Golf Links, DLF Phase V, Gurgaon 122009
2.	Navneet Saluja	Managing Director	24 & 25 Floor, One Horizon Centre, DLF Phase - V, Golf Course Road,Gurgaon 122 002
3.	Anup Dhingra	Director Operations	24 & 25 Floor, One Horizon Centre, DLF Phase - V, Golf Course Road,Gurgaon 122 002
4.	Vivek Anand	Director Finance & CFO	24 & 25 Floor, One Horizon Centre, DLF Phase - V, Golf Course Road,Gurgaon 122 002
5.	Kunal Kashyap	Independent Director	A-5, Victorian Villa 12, Alexandra Street, Richmond Town, Bangalore-25
6.	Sangeeta Talwar	Independent Director	S-373,Greater Kailash II,New Delhi 110 048
7.	Naresh Dayal	Independent Director	C-37, Ground Floor, South Extension, Part II New Delhi 110 049
8.	Subramanian Madhavan	Independent Director	D-1063,New Friends Colony,Delhi - 110025

(e) The date of the board meeting of GSKCH at which the Scheme was approved by the Board of Directors including the name of the Directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

The Scheme was unanimously approved by the Board of GSKCH on December 03, 2018. The details of the Directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution are as under:

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S. No. Names of the Directors as on December 3, 2018 Voted in favour/ against/ abstain
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S. No.	Names of the Directors as on December 3, 2018	Voted in favour/ against/ abstain

1.	Patnam Dwarkanath	Voted in favour
2.	Navneet Saluja	Voted in favour
3.	AnupDhingra	Voted in favour
4.	Vivek Anand	Voted in favour
5.	Kunal Kashyap	Voted in favour
6.	Sangeeta Talwar	Voted in favour
7.	Naresh Dayal	Voted in favour
8.	Subramanian Madhavan	Voted in favour

(f) As on December 31, 2018, GSKCH had 1,222 (One Thousand Two Hundred and Twenty Two) unsecured creditors and amount due to such unsecured creditors is Rs. 614,25,93,591 /- (Rupees Six Hundred Fourteen Crore Twenty Five Lakhs Ninety Three Thousand Five Hundred and Ninety One Only).

(g) The Directors, the Key Managerial Personnel (as defined under the Act and rules formed thereunder) of GSKCH and their respective Relatives (as defined under the Act and rules formed thereunder) do not have any interests, financial or otherwise in the Scheme, except to the extent of their respective shareholding in GSKCH and the Applicant Company, if any. The effect of the Scheme on the material interests of the Directors and Key Managerial Personnel and their respective relatives, is not any different from the effect on other shareholders of GSKCH. The details of the shareholding of Directors, Key Managerial Personnel and their respective relatives as on March 31, 2019 is as follows:

S. No	Name	No. of shares held in the Applicant Company	No. of shares held in GSKCH
1.	Patnam Dwarkanath	NIL	NIL
2.	Navneet Saluja	10	NIL
3.	AnupDhingra	NIL	NIL
4.	Vivek Anand	NIL	NIL
5.	Kunal Kashyap	NIL	NIL
6.	Sangeeta Talwar	500	NIL
7.	Naresh Dayal	NIL	NIL
8.	Subramanian Madhavan	NIL	NIL

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(h) Disclosure about the effect of the Scheme on the following persons:
S. CATEGORY OF EFFECT OF THE SCHEME ON STAKEHOLDERS
NO STAKEHOLDER
A. Shareholders (promoters Upon the effectiveness of the Scheme, the promoters of GSKCH (i.e., Horlicks Limited and
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	S. NO	CATEGORY OF STAKEHOLDER	EFFECT OF THE SCHEME ON STAKEHOLDERS
	A.	Shareholders (promoters	Upon the effectiveness of the Scheme, the promoters of GSKCH (i.e., Horlicks Limited and
(i)		and non promoters)	GlaxoSmithKline PTE. Limited) as well as the non-promoter shareholders of GSKCH will be issued 4.39 (four decimal three nine) equity shares of the Applicant Company, each fully paid up, in respect of every 1 (one) equity share held by them in GSKCH. The equity shares to be issued and allotted by the Applicant Company in terms of the Scheme shall be subject to the provisions of the Memorandum and Articles of Association of the Applicant Company and shall rank pari passu in all respects and shall have the same rights attached to the then existing equity shares of the Applicant Company. Post the effectiveness of the Scheme, the promoters of GSKCH shall become public shareholders of Applicant Company.
	B.	Key Managerial Personnel	Upon the Effective Date (as defned in the Scheme), all employees of GSKCH shall be deemed to have become employees of the Applicant Company, without any interruption of service and on the basis of continuity of service and terms and conditions no less favourable than those applicable to them with reference to GSKCH. Under the Scheme, with effect from the Effective Date, GSKCH will stand dissolved without winding up. In the circumstances, the Key Managerial Personnel of GSKCH will cease to be the Key Managerial Personnel of GSKCH.
	C.	Director(s)	Upon the effectiveness of the Scheme, GSKCH shall stand dissolved without winding up and accordingly,the Board of Directors of GSKCH shall cease to exist.
	D.	Employees	On the Scheme becoming effective, the employees of GSKCH who are in employment as on the Effective Date (as defned in the Scheme) shall become and shall be deemed to have become the employees of the Applicant Company, without any interruption or break of service and on terms and conditions no less favorable than those applicable to them with reference to their employment in GSKCH on the Effective Date (as defned in the Scheme). In the circumstances, the rights of the staff and employees of GSKCH would in no way be affected bythe Scheme.
	E.	Creditors	Upon effectiveness of the Scheme, all liabilities of GSKCH, shall, without any requirement of any further act, instrument or deed, be transferred to, and vested in, or be deemed to be transferred to, and vested in, the Applicant Company so as to become from the effectiveness of the Scheme, the liabilities of the Applicant Company and the Applicant Company undertakes to meet, discharge and satisfy the same. Under the Scheme, there is no arrangement with the creditors of GSKCH. Upon effectiveness of the Scheme and as provided in the Scheme, the creditors of GSKCH shall become the creditors of the Applicant Company. No compromise is offered under the Scheme to any of the creditors of GSKCH. The liability of the creditors of GSKCH, under the Scheme, is neither being reduced nor being extinguished. The creditors of GSKCH would in no way be affected bythe Scheme.
	F.	Depositors, Deposit Trustee	Not Applicable. As on date, GSKCH does not have any outstanding public deposits and therefore the effect of the Scheme on any such depositors and deposit trustee does not arise.
	G.	Debenture holders, Debenture trustee	Not Applicable. As on date, GSKCH does not have any outstanding debentures and therefore the effect of the Scheme on any such debenture holders and debenture trustees does not arise.
	Disclosure about effect of the Scheme on material interests of Directors, Key Managerial Personnel, (KMP), Debenture Trustee and other Stakeholders:

Please refer to point no. (h) above for the effect of the Scheme on material interests of Directors, Key Managerial Personnel, Debenture Trustee and other Stakeholders.

(j) Investigations or proceedings, if any, pending against GSKCH under the Act:

No investigation proceedings are pending under the provisions of Chapter XIV of the Act or under Sections 235 to 251 of the Companies Act, 1956 in respect of GSKCH.

(v) Other details regarding the Scheme required as per Rule 6(3) of the Merger Rules
(a) Relationship between the Applicant Company and GSKCH:

There is no subsisting relationship between the Applicant Company and GSKCH.

(b) Appointed Date, Effective Date, Record Date and Share Exchange Ratio:

Appointed Date: The Appointed Date means the same date as the Effective Date or such other date that is mutually agreed in writing between the Applicant Company and GSKCH.

Effective Date: The Effective Date means the date of the Board Meetings of the Applicant Company and GSKCH held to declare the Scheme effective, which will be no later than 5 (five) days (unless extended, mutually in writing, by the Applicant Company and GSKCH) following satisfaction or waiver (to the extent possible under Applicable Law) of the conditions set out in Clause 26 of the Scheme (other than conditions which by their very nature are to be satisfied on the Effective Date).

Record Date: for the purposes of determining the shareholders of GSKCH to whom the equity shares of the Applicant Company shall be allotted under the Scheme.

Record Time : The Record Time means 6:00 p.m. (IST) on the Record Date.

Share Exchange Ratio: Pursuant to the Amalgamation, the Applicant Company shall allot equity shares, credited as fully paid-up, to the shareholders of GSKCH whose names appear in the register of members of GSKCH or as the beneficial owner of the shares of GSKCH in the records of the depositories on the Record date at the Record time in the following manner: 4.39 (four decimal three nine) fully paid up equity shares of the Applicant Company having face value Re. 1 (Rupee one), shall be credited as fully paid up, for every 1 (one) fully paid up equity share of GSKCH having face value Rs. 10 (Rupees ten).

(c) Summary of the Valuation Report

The Valuation Report dated December 02, 2018 was issued by S. R. B. C. & Co. LLP, Chartered Accountants (appointed by the Applicant Company), describing inter alia the computation of and the methodology adopted by them in arriving at the Share Exchange Ratio for the Amalgamation.

For the purpose of arriving at the Share Exchange Ratio, the Valuation Report was obtained in terms of the SEBI Scheme Circular, Circular no. LIST/COMP/02/2017-18 dated May 29, 2017 issued by BSE Limited and Circular no. NSE/CML/2017/12 dated June 1, 2017 issued by the National Stock Exchange of India Limited.

The valuers have considered the Net Asset Value Method (“NAV”) , Discounted Cash Flows Method (“DCF”) , Comparable Companies’ Multiples Method (“CCM”) , and the Market Price Method (“MPM”) for determining the relative value of the shares of the Applicant Company and GSKCH in order to arrive at the Share Exchange Ratio for the Scheme.

However, considering the nature of the transactions contemplated in the Scheme, the valuers are of the opinion that NAV and DCF methods are of limited relevance and have based their valuation on MPM and CCM methods, by assigning appropriate weightages.

The Share Exchange Ratio has been arrived at on the basis of a relative equity valuation of the businesses based on the methodologies explained in the Valuation Report and various qualitative factors relevant to each business.

The recommendation of the Share Exchange Ratio has been approved by the Board of the Applicant Company, Audit Committee of the Applicant Company, Board of Directors of GSKCH, Audit Committee of GSKCH.

A Fairness Opinion dated December 03, 2018 was issued by HSBC Securities and Capital Markets (India) Private Limited, a SEBI Registered Merchant Banker, explaining the rationale for its opinion as to the fairness of the Share Exchange Ratio from a financial point of view.

(d) Detail of debt restructuring:

There shall be no debt restructuring of the Applicant Company and GSKCH pursuant to the Scheme.

(e) Rationale of the Scheme of Amalgamation, and the benefit of the Scheme of Amalgamation as perceived by the Board of Directors of the Applicant Company

A. GSKCH is one of the key players in the Foods and Refreshment (F&R) category with iconic brands such as ‘Horlicks’ and ‘Boost’ and comprises of a wide product portfolio. Pursuant to the strategic review of the ‘Horlicks’ and other consumer healthcare nutrition products business in India, GSKCH has decided to undertake amalgamation of the business of GSKCH with the Applicant Company.
B. India. GSKCH and the Applicant Company expect significant synergies through supply chain opportunities and operational improvements, go-to-market and distribution network optimization, scale efficiencies in cost areas such as marketing, and optimization of overlapping infrastructure.
C. The Amalgamation will result in consolidation of the businesses of the Companies resulting in expansion of the consolidated business and creation of greater value for shareholders and all other stakeholders; and
D. The Amalgamation would be in the best interest of the public shareholders of GSKCH, as they would continue to play a part in the Indian consumer growth through one of India’s leading Fast Moving Consumer Goods Companies i.e. the Applicant Company.

(f) Details of approvals, sanctions or no-objection(s) from regulatory or any other governmental authorities in relation to the Scheme

A. The Competition Commission of India vide its order dated February 18, 2019 informed the Applicant Company and GSKCH of its approval to the Scheme.
B. The equity shares of the Applicant Company are listed on BSE Limited and National Stock Exchange of India Limited. The National Stock Exchange of India Limited was appointed as the designated stock exchange by the Applicant Company for the purpose of co-ordinating with the SEBI, pursuant to the SEBI Scheme Circular. The Applicant Company has received observation letters regarding the Scheme from the National Stock Exchange of India Limited and from BSE Limited on February 15, 2019. In terms of the observation letters, BSE Limited and National Stock Exchange of India Limited conveyed their no adverse observations/no objection to the Scheme. Copies of the observation letters dated February 15, 2019 as received from the National Stock Exchange of India Limited and BSE Limited are enclosed as Annexure 6 and Annexure 7 respectively.
C. The equity shares of GSKCH are listed on BSE Limited and National Stock Exchange of India Limited. National Stock Exchange of India Limited was appointed as the designated stock exchange by GSKCH for the purpose of co-ordinating with the SEBI, pursuant to the SEBI Scheme Circular. GSKCH has received observation letter regarding the Scheme from National Stock Exchange of India Limited and BSE Limited on February 15, 2019. Copies of the observation letters dated February 15, 2019 as received from National Stock Exchange of India Limited and BSE Limited is enclosed as Annexure 8 and Annexure 9 respectively.
D. As re January 09, 2019 and with the National Stock Exchange of India Limited on January 21, 2019, and GSKCH has filed its Complaints Report with BSE Limited and the National Stock Exchange of India Limited on January 10, 2019 and February 01, 2019, respectively. The separate reports filed by the Applicant Company and GSKCH indicate that the Applicant Company and GSKCH have received nil complaints. Copies of the complaints reports filed by the Applicant Company and GSKCH are enclosed as Annexure 10 , Annexure 11 , Annexure 12 and Annexure 13 .
E. Mumbai Bench of NCLT has given directions to convene Meetings(s) vide an order dated May 02, 2019.
F. The Scheme is subject to approval by majority of persons representing three-fourth in value of the Equity Shareholders and Unsecured Creditors, of the Applicant Company, voting in person or by proxy or remote e-voting, in terms of Sections 230-232 of the Act.

(g) Details of availability of the following documents for obtaining extracts from or making or obtaining copies

The following documents will be available for obtaining extract from or for making or obtaining copies of or for inspection by the members and creditors of the Applicant Company at its Registered Office at Unilever House, B. D. Sawant Marg, Chakala, Andheri East, Mumbai - 400099, Maharashtra, India between 10.00 A.M. to 5.00 P.M. on any working day up to the date of the Meeting:

A. 2019, dated May 02, 2019 directing the Applicant Company to convene the Tribunal Convened Meeting;
B. Copy of the Scheme;
C. Copies of the Memorandum of Association and Articles of Association of the Applicant Company and GSKCH;
D. statements;
E. Register of Directors’ and Key Managerial Personnel and their Shareholding of the Applicant Company and GSKCH;
F. Copy of the Fairness Opinion Report dated December 03, 2018 issued by HSBC Securities and Capital Markets (India) Private Limited to the Applicant Company;
G. Copy of the Fairness Opinion dated December 03, 2018 issued to GSKCH by Axis Capital Limited;
H. Valuation Report dated December 02, 2018 issued to the Applicant Company by S. R. B. C. & Co. LLP;
I. Valuation Report dated December 03, 2018 issued to GSKCH by Walker Chandiok & Co. LLP;
J. Complaint Reports submitted by the Applicant Company and GSKCH to the Stock Exchanges;
K. Copy of the respective Audit Committee Reports dated December 03, 2018 of the Applicant Company and GSKCH;
L. Copy of the respective Board resolutions dated December 03, 2018 of the Applicant Company and GSKCH approving the Scheme;
M. Observation Letters issued by Stock Exchanges to the Applicant Company and GSKCH;
N. if any, proposed in the Scheme of Amalgamation is in conformity with the Accounting Standards prescribed under Section 133 of the Act;

  - O. Copy of the reports adopted by the Board of the Applicant Company and GSKCH pursuant to Section 232(2)(c) of the Act;

  - P. Merger Cooperation Agreement dated December 03, 2018 entered into between the Applicant Company, GSKCH, Unilever PLC, GlaxoSmithKline Pte. Limited, Horlicks Limited and GlaxoSmithKline Plc;

  - Q. challans, evidencing filing of the Scheme; and

  - R.

9. The relevant clauses of the Scheme are as under:

(D) “Appointed Date” shall mean the same date as the Effective Date or such other date that is mutually agreed in writing between GSKCH and the Applicant Company;
(H) “Eligible Member” shall mean each person whose name appears in the register of members of GSKCH and/or whose name appears as the beneficial owner of the fully paid equity shares of GSKCH in the record of depositories on the Record Date at the Record Time;
(G) “Effective Date” means the date of the Board meetings of GSKCH and the Applicant Company held to declare this Scheme effective, which will be no later than 5 (Five) days (unless extended by mutual written agreement between GSKCH and the Applicant Company), following satisfaction or waiver (to the extent possible under Applicable Law) of the conditions set out in Clause 26 (other than those conditions that by their nature are to be satisfied on the Effective Date);
(FF) “Undertaking” means all the undertakings and entire business of GSKCH, as a going concern, and shall include (without limitation):
- (i) all assets and properties (whether movable or immovable, tangible or intangible, present or future, in possession or reversion, of whatsoever nature and wherever situate) of GSKCH, including the manufacturing facilities of GSKCH at Nabha (Punjab), Sonepat (Haryana) and Rajahmundry (Andhra Pradesh) and the underlying movable and immovable properties pertaining to such facilities, and including investments of all kinds including but not limited to securities (marketable or not), securitised assets, receivables and security receipts, mutual fund investments, all cash and bank balances (including cash and bank balances deposited with any banks or entities), money at call and short notice, loans, advances, contingent rights or benefits, reserves, provisions, funds, benefits of all agreements, bonds, debentures, debenture stock, units or pass through certificates, lands, buildings, structures and premises, whether leasehold or freehold (including offices, warehouses, sales and / or marketing offices, liaison offices, branches, factories), work-in-progress, current assets (including sundry debtors, bills of exchange, loans and advances), fixed assets, vehicles, furniture, fixtures, share of any joint assets, and other facilities;
- (ii) all permits, registrations, rights, entitlements, licenses, permissions, approvals, subsidies, concessions, clearances, credits, awards, sanctions, allotments, quotas, no-objection certificates, subsidies, Tax deferrals, Tax credits, (including any credits arising from advance Tax, self-assessment Tax, other income Tax credits, withholding Tax credits, minimum alternate Tax credits, CENVAT credits, goods and services Tax credits, other indirect Tax credits and other Tax receivables), other claims under Tax laws, incentives (including incentives in respect of income Tax, sales Tax, value added Tax, service Tax, custom duties and goods and services Tax), benefits, Tax exemptions, Tax refunds (including those pending with any Tax authority), advantages, benefits and all other rights and facilities of every kind, nature and description whatsoever; authorities, consents, deposits, privileges, exemptions available to GSKCH, receivables, powers and facilities of every kind, nature and description whatsoever, rights to use and avail of telephones, telexes, facsimile connections and installations, utilities, email, internet, leased line connections and installations, electricity and other services, provisions and benefits of all engagements, agreements, contracts, letters of intent, memoranda of understanding, cheques and other negotiable instruments (including post-dated cheques), benefit of assets or properties or other interest held in trust, benefit of any security arrangements, expressions of interest whether under agreement or otherwise, and arrangements and all other interests of every kind, nature and description whatsoever enjoyed or conferred upon or held or availed of by and all rights and benefits;
- (iii) all contracts, agreements, memoranda of undertakings, memoranda of agreements, arrangements, undertakings, whether written or otherwise, deeds, service agreements, or other instruments (including all tenancies, leases, and other assurances in favour of GSKCH or powers or authorities granted by or to it) of whatsoever nature along with any contractual rights and obligations, to which GSKCH is a party or to the benefit of which GSKCH may be eligible, and which are subsisting or having effect immediately before the Effective Date;
- (iv) all intellectual property rights including patents, copyrights, trade and service names, service marks, trademarks, domain names and other intellectual property of any nature whatsoever, goodwill, receivables, belonging to or utilized for the business and activities of GSKCH;
- (v) all records, files, papers, computer programs, software licenses, manuals, data, catalogues, quotations, sales and advertising materials, lists of present and former customers, suppliers and employees, customer credit information, customer pricing information, and other records whether in physical or electronic form belonging to or held by GSKCH;
- (vi) all present, and contingent future liabilities of GSKCH including all debts, loans (whether denominated in rupees or a foreign currency), term deposits, time and demand liabilities, borrowings, bills payable, interest accrued and all other duties, liabilities, undertakings and obligations (including any postdated cheques or guarantees, letters of credit, letters of comfort or other instruments which may give rise to a contingent liability in whatever form); and

  - (vii) the employees of GSKCH and the Employee Benefit Funds GSKCH.

18 (i) Upon the effectiveness of the Scheme and in consideration of the Amalgamation including the transfer and vesting of the Undertaking in the Applicant Company pursuant to this Scheme, the Applicant Company shall, as soon as possible after the Record Date and in any event no later than 15 (fifteen) days from the Record Date, or such other date as may be required by the Stock Exchanges, complete allotment of the fully paid up equity shares of the Applicant Company in favour of the Eligible Members such that 4.39 (four decimal three nine) equity shares of the Applicant Company Shares, shall be credited as fully paid up, for every 1 (one) fully paid up equity share of GSKCH, held by each Eligible Member (the “Share Exchange Ratio”).
The coming into effect of this Scheme is conditional upon and subject to: (i) pursuant to the provisions of the Competition Act, 2002 (including any statutory modification or re-enactment thereof) and the rules and regulations thereunder, the first of the CCI (or any appellate authority in India having appropriate jurisdiction) having either:
- a. granted approval to the Scheme; or b. been deemed to have granted approval to the Scheme through the expiration of time periods available for their investigation;
- (ii) the Stock Exchanges having issued their observation/no-objection letters as required under the SEBI Listing Regulations read with the SEBI Scheme Circular;
- (iii) this Scheme being approved by the respective requisite majorities of the various classes of members (passed through postal ballot/e-voting, as applicable) and creditors (where applicable) of GSKCH and the Applicant Company, as required under the Act and the SEBI Scheme Circular, subject to any dispensation that may be granted by the NCLT;
- (iv) sanctions and orders under the provisions of Sections 230 to 232 of the Act being obtained from the Benches of the NCLT at Mumbai, Maharashtra and Chandigarh, Punjab;
- (v) the certified copies of the orders of the NCLT approving this Scheme having been filed with the Registrar of Companies in Mumbai and Punjab;
- (vi) there not being any Governmental Order from any Governmental Authority (other than a competition and/or anti-trust authority) that has the effect of making the Amalgamation illegal or otherwise restraining or preventing its consummation; and
- (vii) there not being any Governmental Order from any Governmental Authority (other than a competition and/or anti-trust authority) that has the effect of making the transfer of the intellectual property being used in relation to GSKCH’s business illegal or otherwise restraining or preventing its transfer.
The features set out above being only the salient features of the Scheme, which are subject to details set out in the Scheme, the Equity Shareholders are requested to read the entire text of the Scheme (annexed herewith) to get fully acquainted with the provisions thereof and the rationale and objectives of the Scheme.
10. Documents required to be circulated for the Tribunal Convened Meeting under Section 232(2) of the Act and SEBI Scheme Circular: As required under Section 232(2) of the Act and paragraph 8 of the SEBI Scheme Circular, the following documents are being circulated with this Notice and the Explanatory Statement: 1. Scheme of Amalgamation by way of Merger by Absorption among GlaxoSmithKline Consumer Healthcare Limited, Hindustan Unilever Limited and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013, enclosed as Annexure 1.
1. Valuation Report dated December 02, 2018 issued to Hindustan Unilever Limited by Independent Chartered Accountant S. R. B. C. & Co. LLP. LLP, Chartered Accountants (appointed by Hindustan Unilever Limited), enclosed as Annexure 2.
1. Valuation Report dated December 03, 2018 issued to GlaxoSmithKline Consumer Healthcare Limited by Independent Chartered Accountant Walker Chandiok & Co. LLP, Chartered Accountants (appointed by GlaxoSmithKline Consumer Healthcare Limited), enclosed as Annexure 3.
1. Fairness Opinion issued to Hindustan Unilever Limited by HSBC Securities and Capital Markets (India) Private Limited dated December 03, 2018, enclosed as Annexure 4.
1. Fairness Opinion issued to GlaxoSmithKline Consumer Healthcare Limited by Axis Capital Limited dated December 03, 2018, enclosed as Annexure 5.
1. Copy of the Observation Letter dated February 15, 2019 issued by National Stock Exchange of India Limited to Hindustan Unilever Limited, enclosed as Annexure 6.
1. Copy of the Observation Letter dated February 15, 2019 issued by BSE Limited to Hindustan Unilever Limited, enclosed as Annexure 7. 8. Copy of the Observation Letter dated February 15, 2019 issued by National Stock Exchange of India Limited to GlaxoSmithKline Consumer Healthcare Limited enclosed as Annexure 8.
1. Copy of the Observation Letter dated February 15, 2019 issued by BSE Limited to GlaxoSmithKline Consumer Healthcare Limited, enclosed as Annexure 9.
1. Complaints Report dated January 21, 2019 submitted to National Stock Exchange of India Limited by Hindustan Unilever Limited, enclosed as Annexure 10.

Complaints Report dated January 09, 2019 submitted to BSE Limited by Hindustan Unilever Limited, enclosed as Annexure 11.
Complaints Report dated February 01, 2019 submitted to National Stock Exchange of India Limited by GlaxoSmithKline Consumer Healthcare Limited, enclosed as Annexure 12.
Complaints Report dated January 10, 2019 submitted to BSE Limited by GlaxoSmithKline Consumer Healthcare Limited, enclosed as Annexure 13.
Report adopted by the Board of Directors of Hindustan Unilever Limited pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013, enclosed as Annexure 14.
Report adopted by the Board of Directors of GlaxoSmithKline Consumer Healthcare Limited pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013, enclosed as Annexure 15.
Pre-Scheme and post-Scheme shareholding pattern of Hindustan Unilever Limited and Pre-Scheme shareholding pattern of GlaxoSmithKline Consumer Healthcare Limited as of March 31, 2019, enclosed as Annexure 16.
Un-audited Financial results of Hindustan Unilever Limited for the period ended December 31, 2018, enclosed as Annexure 17 .
Audited accounting statement of GlaxoSmithKline Consumer Healthcare Limited for the period ended December 31, 2018, enclosed as Annexure 18.

Dated May 16, 2019, at Mumbai

Sd/-

Vinay Kumar Garg, Sr. Advocate

Chairperson appointed by NCLT for the Meeting Registered Office

Hindustan Unilever Limited, CIN: L15140MH1933PLC002030 Unilever House, B. D. Sawant Marg, Chakala, Andheri East, Mumbai - 400099, Maharashtra

Annexure 1

SCHEME OF AMALGAMATION

By way of Merger by Absorption

Under Sections 230 to 232 of the Companies Act, 2013

AMONG

GLAXOSMITHKLINE CONSUMER HEALTHCARE LIMITED … TRANSFEROR COMPANY

HINDUSTAN UNILEVER LIMITED

… TRANSFEREE COMPANY

AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

PART I

GENERAL

A. Description of Parties

GlaxoSmithKline Consumer Healthcare Limited is a public company, limited by shares, incorporated under the Companies Act, 1956, under corporate identification number L24231PB1958PLC002257 and having its registered office at Patiala Road, Nabha – 147 201 (Punjab) (hereinafter referred to as the “Transferor Company”). The equity shares of the Transferor Company are listed on the BSE Limited and the National Stock Exchange of India Limited (together the “Stock Exchanges”). The Transferor Company is primarily engaged in the business of manufacturing, marketing, distribution and/or sales of health food drinks products, in certain territories.
Hindustan Unilever Limited is a public company, limited by shares, incorporated under the Indian Companies Act, 1913, under corporate identification number L15140MH1933PLC002030 and having its registered office at Unilever House, B D Sawant Marg Chakala, Andheri East, Mumbai, Maharashtra, India (hereinafter referred to as the “Transferee Company”). The equity shares of the Transferee Company are listed on the Stock Exchanges. The Transferee Company is engaged, inter alia, in the business of manufacturing, marketing, distribution and/or sales of fast-moving consumer goods.
B.

Description of the Scheme

This Scheme (as defined hereunder) provides, inter alia, for:
(i) the amalgamation of the Transferor Company into the Transferee Company, by way of merger by absorption and dissolution of the Transferor Company without winding up and the consequent issuance of the Transferee Company Shares (as defined hereunder) in accordance with the Share Exchange Ratio (as defined hereunder) to the Eligible Members (as defined hereunder), in respect of each Transferor Company Share (as defined hereunder) held by them in accordance with this Scheme (“Amalgamation”);
(ii) various other matters incidental, consequential or otherwise integrally connected therewith, including the increase in the share capital of the Transferee Company,
- pursuant to Sections 230 to 232 and other relevant provisions of the Act in the manner provided for in this Scheme and in compliance with the provisions of the IT Act (as defined hereunder).
The Amalgamation of the Transferor Company into the Transferee Company shall be in full compliance with the conditions relating to “amalgamation” as provided under Section 2(1B) and other related provisions of the IT Act such that, inter alia:
(i) all the properties of the Transferor Company, immediately before the Amalgamation, shall become the properties of the Transferee Company, by virtue of the Amalgamation;
(ii) all the liabilities of the Transferor Company, immediately before the Amalgamation, shall become the liabilities of the Transferee Company, by virtue of the Amalgamation; and

(iii) shareholders holding at least three fourths in value of the shares in the Transferor Company, will become shareholders of the Transferee Company by virtue of the Amalgamation.

C. Rationale for the Scheme

- (i) The Transferor Company is one of the key players in the foods and refreshment (F&R) category with iconic brands such as ‘Horlicks’ and ‘Boost’ and comprises of a wide product portfolio. Pursuant to the strategic review of the ‘Horlicks’ and other consumer healthcare nutrition products business in India, the Transferor Company has decided to undertake amalgamation of the business of the Transferor Company with the Transferee Company.
- (ii) The Amalgamation is in line with the Transferee Company’s strategy to build a sustainable and profitable F&R business in India. The Transferor Company and the Transferee Company expect significant synergies through supply chain opportunities and operational improvements, go-to-market and distribution network optimization, scale efficiencies in cost areas such as marketing, and optimization of overlapping infrastructure.
- (iii) The Amalgamation will result in consolidation of the businesses of the companies resulting in expansion of the consolidated business and creation of greater value for shareholders and all other stakeholders; and
- (iv) The Amalgamation would be in the best interest of the public shareholders of the Transferor Company, as they would continue to play a part in the Indian consumer growth through one of India’s leading fast moving consumer goods companies i.e. the Transferee Company.
This Scheme is divided into the following parts:
- (i) Part I, which deals with the introduction and definitions, and sets out the share capital of the Transferor Company and the Transferee Company;
- (ii) Part II, which deals with the Amalgamation;
- (iii) Part III, which deals with the changes to share capital of the Transferor Company and the Transferee Company; and
- (iv) Part IV, which deals with the general terms and conditions applicable to the Scheme.
D.
In this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall have the following meaning:
- (A) “Act” shall mean the Companies Act, 2013 as amended from time to time, and shall include any other statutory re-enactment thereof, read with all surviving and applicable provisions of the Companies Act, 1956 and shall include all rules, regulations, circulars, notifications, guidelines made or issued in relation thereto, from time to time;
- (B) “Amalgamation” shall have the meaning ascribed to it in Clause 3(i) above;
- (C) “Applicable Law” shall mean any applicable law, statute, ordinance, rule, regulation, guideline or policy having the force of law, of any Governmental Authority;
- (D) “Appointed Date” shall mean the same date as the Effective Date or such other date that is mutually agreed in writing between the Transferor Company and the Transferee Company;
- (E) “Board” in relation to any company, means the board of directors of such company and shall, where applicable, include a duly authorised committee of the Board;
- (F) “CCI” means the Competition Commission of India, as established under the Competition Act, 2002;
- (G) “Effective Date” means the date of the Board meetings of the Transferor Company and the Transferee Company held to declare this Scheme effective, which will be no later than 5 (Five) days (unless extended by mutual written agreement between the Transferor Company and the Transferee Company), following satisfaction or waiver (to the extent possible under Applicable Law) of the conditions set out in Clause 26 (other than those conditions that by their nature are to be satisfied on the Effective Date);
  - References in this Scheme to the date of “coming into effect of this Scheme” or “effectiveness of this Scheme” shall mean the Effective Date;
- (H) “Eligible Member” shall mean each person whose name appears in the register of members of the Transferor Company and/ or whose name appears as the beneficial owner of the Transferor Company Shares in the record of depositories on the Record Date at the Record Time;
- (I) “Employee Benefit Funds” shall mean existing benefits including provident fund, gratuity fund and superannuation fund, trusts, retirement fund or benefits and any other funds or benefits created for employees;
- (J) “Encumbrance” or “Encumber” means any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other agreement or arrangement the effect of which is the creation of security, or any other right to acquire or option, any right of first refusal or any right of pre-emption, or any agreement or arrangement to create any of the same;

(K) “Governmental Authority” means: (a) any national, federal, provincial, state, city, municipal, county or local government, governmental authority or political subdivision thereof; (b) any agency or instrumentality of any of the authorities referred to in clause (a); (c) any non-governmental regulatory or administrative authority, body or other organization, to the extent that the rules, regulations, standards, requirements, procedures or orders of such authority, body or other organization have the force of law; or (d) any court or tribunal having jurisdiction and including, without limitation or prejudice to the generality of the foregoing, SEBI, the RBI, the NCLT and any Tax authority;
(L) “Governmental Order” means any judgment, order, writ, injunction, decree, decision or other requirement of any Governmental Authority (or, as the context requires, any Governmental Authority specified) other than any competition or anti-trust authority other than the Competition Commission of India;
(M) “HUL Performance Share Scheme” means the employee stock option scheme adopted by the Transferee Company at its annual general meeting dated July 23, 2012 or any other previous schemes of similar nature;
(N) “IT Act” shall mean the Income Tax Act, 1961 or any modifications or re-enactments or amendments thereof from time to time;
(O) “NCLT” shall mean the National Company Law Tribunal at Mumbai, Maharashtra or Chandigarh, Punjab, as the context may require;
(P) “Record Date” shall mean the date fixed by the respective Board of the Transferor Company and Transferee Company for the purpose of determining the shareholders of the Transferor Company to whom the Transferee Company Shares shall be allotted under this Scheme;
(Q) “Record Time” means 6:00pm (Indian Time) on the Record Date;
(R) “Schedules” shall mean schedules to this Scheme;
(S) “Scheme” means this scheme of amalgamation by way of merger by absorption including any modification or amendment hereto, made in accordance with the terms hereof;
(T) “SEBI” means the Securities and Exchange Board of India;
(U) “SEBI Listing Regulations” means the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and shall include any statutory modification, amendment, and re-enactment thereof for the time being in force or any act, regulations, rules, guidelines etc., that may replace such regulations;
(V) “SEBI Scheme Circular” means the SEBI Circular dated March 10, 2017, bearing reference number CFD/DIL3/CIR/2017/21, as amended or replaced from time to time;
(W) “Share Exchange Ratio” shall have the meaning ascribed to it in Clause 18(i);
(X) “Stock Exchanges” shall have the meaning ascribed to it in Clause 1 above;
(Y) “Tax” or “Taxes” means any and all taxes (direct or indirect), surcharges, fees, levies, duties, tariffs, imposts and other charges of any kind in each case in the nature of a tax, imposed by any Governmental Authority (whether payable directly or by withholding), including taxes based upon or measured by income, windfall or other profits, gross receipts, property, sales, severance, branch profits, customs duties, excise, CENVAT, withholding tax, self-assessment tax, advance tax, service tax, goods and services tax, stamp duty, transfer tax, value-added tax, minimum alternate tax, banking cash transaction tax, securities transaction tax, taxes withheld or paid in a foreign country, customs duty and registration fees (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto).
(Z) “Transferee Company” shall have the meaning ascribed to it in Clause 2 above;
(AA) “Transferee Company Shares” means fully paid up equity shares of the Transferee Company, each having a face value of INR 1 (Rupee One only) and one vote per equity share;
(BB) “Transferor Company” shall have the meaning ascribed to it in Clause 1 above;
(CC) “Transferor Company Employees” shall mean all the employees of the Transferor Company as on the Effective Date;
(DD) “Transferor Company Shares” means fully paid up equity shares of the Transferor Company, each having a face value of INR 10 (Rupee Ten only) and one vote per equity share;
(EE) “ Trustee” shall have the meaning ascribed to it in Clause 18(ii) hereof;
(FF) “Undertaking” means all the undertakings and entire business of the Transferor Company, as a going concern, and shall include (without limitation):
- (i) all assets and properties (whether movable or immovable, tangible or intangible, present or future, in possession or reversion, of whatsoever nature and wherever situate) of the Transferor Company, including the manufacturing facilities of the Transferor Company at Nabha (Punjab), Sonepat (Haryana) and Rajahmundry (Andhra Pradesh) and the underlying movable and immovable properties pertaining to such facilities, and including investments of all kinds including but not limited to securities (marketable or not), securitised assets, receivables and security receipts, mutual fund investments, all cash and bank balances (including cash and bank balances deposited with

any banks or entities), money at call and short notice, loans, advances, contingent rights or benefits, reserves, provisions, funds, benefits of all agreements, bonds, debentures, debenture stock, units or pass through certificates, lands, buildings, structures and premises, whether leasehold or freehold (including offices, warehouses, sales and / or marketing offices, liaison offices, branches, factories), work-in-progress, current assets (including sundry debtors, bills of exchange, loans and advances), fixed assets, vehicles, furniture, fixtures, share of any joint assets, and other facilities;

(ii) all permits, registrations, rights, entitlements, licenses, permissions, approvals, subsidies, concessions, clearances, credits, awards, sanctions, allotments, quotas, no-objection certificates, subsidies, Tax deferrals, Tax credits, (including any credits arising from advance Tax, self-assessment Tax, other income Tax credits, withholding Tax credits, minimum alternate Tax credits, CENVAT credits, goods and services Tax credits, other indirect Tax credits and other Tax receivables), other claims under Tax laws, incentives (including incentives in respect of income Tax, sales Tax, value added Tax, service Tax, custom duties and goods and services Tax), benefits, Tax exemptions, Tax refunds (including those pending with any Tax authority), advantages, benefits and all other rights and facilities of every kind, nature and description whatsoever; authorities, consents, deposits, privileges, exemptions available to the Transferor Company, receivables, powers and facilities of every kind, nature and description whatsoever, rights to use and avail of telephones, telexes, facsimile connections and installations, utilities, email, internet, leased line connections and installations, electricity and other services, provisions and benefits of all engagements, agreements, contracts, letters of intent, memoranda of understanding, cheques and other negotiable instruments (including post-dated cheques), benefit of assets or properties or other interest held in trust, benefit of any security arrangements, expressions of interest whether under agreement or otherwise, and arrangements and all other interests of every kind, nature and description whatsoever enjoyed or conferred upon or held or availed of by and all rights and benefits;
(iii) all contracts, agreements, memoranda of undertakings, memoranda of agreements, arrangements, undertakings, whether written or otherwise, deeds, service agreements, or other instruments (including all tenancies, leases, and other assurances in favour of the Transferor Company or powers or authorities granted by or to it) of whatsoever nature along with any contractual rights and obligations, to which the Transferor Company is a party or to the benefit of which the Transferor Company may be eligible, and which are subsisting or having effect immediately before the Effective Date;
(iv) all intellectual property rights including patents, copyrights, trade and service names, service marks, trademarks, domain names and other intellectual property of any nature whatsoever, goodwill, receivables, belonging to or utilized for the business and activities of the Transferor Company;
(v) all records, files, papers, computer programs, software licenses, manuals, data, catalogues, quotations, sales and advertising materials, lists of present and former customers, suppliers and employees, customer credit information, customer pricing information, and other records whether in physical or electronic form belonging to or held by the Transferor Company;
(vi) all present, and contingent future liabilities of the Transferor Company including all debts, loans (whether denominated in rupees or a foreign currency), term deposits, time and demand liabilities, borrowings, bills payable, interest accrued and all other duties, liabilities, undertakings and obligations (including any postdated cheques or guarantees, letters of credit, letters of comfort or other instruments which may give rise to a contingent liability in whatever form); and
(vii) the Transferor Company Employees and the Employee Benefit Funds of the Transferor Company.

8. Share Capital

(i) The share capital structure of the Transferor Company as on September 30, 2018 is as follows:

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Particulars Amount in INR
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Particulars	Amount in INR

Authorised 6,00,00,000 equity shares of INR 10 each	INR 60,00,00,000
Issued and Subscribed Share Capital 4,20,55,538 equity shares of INR 10 each	INR 42,05,55,380
Fully Paid-up Share Capital 4,20,55,538 equity shares of INR 10 each	INR 42,05,55,380

The equity shares of the Transferor Company are listed on Stock Exchanges.

(ii) The share capital structure of the Transferee Company as on September 30, 2018 is as follows:

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Particulars Amount (in INR)
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Particulars	Particulars	Amount (in INR)

	Authorised 2,25,00,00,000 equity shares of INR 1 each	INR 2,25,00,00,000
	* Issued and Subscribed Share Capital 2,21,77,67,919 equity shares of INR 1 each	INR 2,21,77,67,919
	* Fully Paid-up Share Capital 2,16,46,48,943 equity shares of INR 1 each.	INR 2,16,46,48,943

The difference between issued capital & paid-up capital is due to the buyback made from open market as per special resolution passed through postal ballot on 14th September, 2007 and 26th July 2010. The total number of shares bought back under the schemes was 3,02,35,772 and 2,28,83,204, respectively.

The equity shares of the Transferee Company are listed on Stock Exchanges.

The Transferee Company has outstanding employee stock options under HUL Performance Share Scheme, the exercise of which may result in an increase in the issued and paid-up share capital of the Transferee Company.

PART II

AMALGAMATION OF THE TRANSFEROR COMPANY INTO THE TRANSFEREE COMPANY

9. Transfer

With effect from the Appointed Date, the Transferor Company shall stand amalgamated into the Transferee Company and its Undertaking shall, pursuant to the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Act, be and stand transferred to and vested in the Transferee Company, as a going concern without any further act, instrument, deed, matter or thing so as to become, the undertaking of the Transferee Company by virtue of and in the manner provided in the Scheme.

10. Transfer of Assets

(i) Without prejudice to the generality of Clause 9 above, with effect from the Appointed Date, all the estate, assets, properties, rights, claims, title, interest and authorities including accretions and appurtenances of the Undertaking, of whatsoever nature and wherever situate, whether or not included in the books of the Transferor Company shall, subject to the provisions of this Clause 10 in relation to the mode of vesting and pursuant to Sections 230 to 232 of the Act and without any further act, deed, matter or thing, be and stand transferred to and vested in or shall be deemed to have been transferred to and vested in the Transferee Company as a going concern so as to become as and from the Appointed Date, the estate, assets, rights, claims, title, interest and authorities of the Transferee Company.
(ii) In respect of such of the assets of the Transferor Company as are movable in nature or are otherwise capable of transfer by delivery of possession, payment or by endorsement and delivery, the same may be so transferred by the Transferor Company, and shall become the property of the Transferee Company with effect from the Appointed Date pursuant to the provisions of Sections 230 to 232 of the Act without requiring any deed or instrument of conveyance for transfer of the same.
(iii) In respect of such of the assets belonging to the Transferor Company other than those referred to in sub-clause (ii) above, the same shall, as more particularly provided in sub-clause (i) above, without any further act, instrument or deed, be transferred to and vested in and/or be deemed to be transferred to and vested in the Transferee Company with effect from the Appointed Date pursuant to the provisions of Sections 230 to 232 of the Act.

11. Contracts, Deeds, Licenses etc.

(i) Upon the coming into effect of this Scheme and subject to the provisions of this Scheme, all contracts, deeds, bonds, agreements, schemes, arrangements and other instruments of whatsoever nature, to which the Transferor Company is a party or to the benefit of which the Transferor Company may be eligible or for the obligations of which the Transferor Company may be liable, and which are subsisting or have effect immediately before the Appointed Date, shall continue in full force and effect on or against or in favour, as the case may be, of the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a party or beneficiary or obligee thereto.
(ii) Without prejudice to the other provisions of this Scheme and notwithstanding the fact that vesting of the Undertaking occurs by virtue of this Scheme itself, the Transferee Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required under any law or otherwise, execute deeds (including deeds of adherence), confirmations or other

writings or tripartite arrangements with any party to any contract or arrangement to which the Transferor Company is a party or any writings as may be necessary to be executed in order to give formal effect to the above provisions. The Transferee Company shall, under the provisions of Part II of this Scheme, be deemed to be authorised to execute any such writings as a successor of the Transferor Company and to carry out or perform all such formalities or compliances referred to above on the part of the Transferor Company to be carried out or performed.

(iii) For the avoidance of doubt and without prejudice to the generality of the foregoing, it is clarified that upon the coming into effect of this Scheme and subject to Applicable Law, all consents, permissions, licenses, certificates, clearances, authorities, powers of attorney given by, issued to or executed in favour of the Transferor Company shall stand transferred to the Transferee Company as if the same were originally given by, issued to or executed in favour of the Transferee Company, and the Transferee Company shall be bound by the terms thereof, the obligations and duties thereunder, and the rights and benefits under the same shall be available to the Transferee Company. The Transferee Company shall make applications to any Governmental Authority as may be necessary in this behalf.
(iv) Without prejudice to the provisions of Clauses 12 to 15, with effect from the Appointed Date, all transactions between the Transferor Company and the Transferee Company, if any, that have not been completed, shall stand cancelled.

12. Transfer of Liabilities

(i) With effect from the Appointed Date, all debts, liabilities, loans raised and used, duties and obligations of the Transferor Company, whether or not recorded in its books and records shall, under the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Act, without any further act, instrument, deed, matter or thing, be and stand transferred to and vested in and be deemed to be transferred to and vested in the Transferee Company to the extent that they are outstanding on the Appointed Date so as to become as and from the Appointed Date the debts, liabilities, loans, obligations and duties of the Transferee Company on the same terms and conditions as were applicable to the Transferor Company and the Transferee Company shall meet, discharge and satisfy the same and further it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts or liabilities have arisen in order to give effect to the provisions of this Clause 12.
(ii) All Encumbrances, if any, existing prior to the Appointed Date over the assets of the Transferor Company shall, after the Appointed Date, without any further act, instrument or deed, continue to relate and attach to such assets or any part thereof to which they are related or attached prior to the Appointed Date.
(iii) Without prejudice to the provisions of the foregoing Clauses the Transferee Company shall execute any instrument(s) and/or document(s) and/or do all the acts and deeds as may be required, including the filing of necessary particulars and/or modification(s) of charge, with the jurisdictional registrar of companies to give formal effect to the above provisions, if required.
(iv) It is hereby clarified that, unless expressly provided for, it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts and liabilities, have arisen, in order to give effect to the provisions of this Clause 12.
(v) Subject to the necessary consents being obtained, if required, in accordance with the terms of this Scheme, the provisions of this Clause 12 shall operate, notwithstanding anything to the contrary contained in any instrument, deed or writing or the terms of sanction or issue or any security document, all of which instruments, deeds or writings shall stand modified and/or superseded by the foregoing provisions.

13. Legal, Taxation and other proceedings

(i) Upon the coming into effect of this Scheme, all legal, taxation or other proceedings, whether civil or criminal (including before any statutory or quasi-judicial authority or tribunal or courts), by or against the Transferor Company, under any statute, pending on the Appointed Date, shall be continued and enforced by or against the Transferee Company as effectually and in the same manner and to the same extent as if the same had been instituted by or against, as the case may be, the Transferee Company.
(ii) The Transferee Company shall have all legal, taxation or other proceedings initiated by or against the Transferor Company referred to in Clause 13(i) above transferred to its name as soon as is reasonably possible after the Appointed Date and to have the same continued, prosecuted and enforced by or against the Transferee Company, as a successor of the Transferor Company.

14. Employees

(i) Upon the coming into effect of this Scheme, all Transferor Company Employees shall become the employees of the Transferee Company, subject to the provisions hereof without any break in their service and on the basis of continuity of service and, on terms and conditions no less favourable than those on which they are engaged by the Transferor Company and without any interruption of service as a result of the Amalgamation. For the purpose of payment of any compensation, gratuity and other terminal benefits, the uninterrupted past services of such Transferor Company Employees with the Transferor Company shall also be taken into account, and paid (as and when payable) by the Transferee Company.
(ii) In so far as the Employee Benefit Funds created by the Transferor Company or in respect of which the Transferor Company makes contributions, for the Transferor Company Employees, all amounts standing to the credit of the Transferor Company Employees in such Employee Benefit Funds and investments made by such Employee Benefit Funds shall be transferred to such Employee Benefit Funds nominated by the Transferee Company and/or such new Employee Benefit Funds to be established and caused to be

recognized by appropriate Governmental Authorities, by the Transferee Company.

(iii) In relation to those Transferor Company Employees who are not covered under the provident fund trust of the Transferor Company or who do not enjoy the benefit of any other provident fund trust, and for whom the Transferor Company is making contributions to the government provident fund, the Transferee Company shall stand substituted for the Transferor Company, for all purposes whatsoever, including relating to the obligation to make contributions to the said fund in accordance with the provisions of such fund, bye laws, etc. in respect of such employees, such that all the rights, duties, powers and obligations of the Transferor Company in relation to such provident fund trust shall become those of the Transferee Company.
(iv) Pending the transfer as aforesaid, the Employee Benefit Fund dues of the Transferor Company Employees would be continued to be deposited in the existing Employee Benefit Funds of the Transferor Company. It is clarified that upon transfer of the aforesaid funds to the respective funds of the Transferee Company, the existing trusts created for such funds by the Transferor Company shall stand dissolved.
(v) Notwithstanding the aforesaid, the Board of the Transferee Company, if it deems fit and subject to Applicable Law, shall be entitled to:
(a) retain separate trusts or funds within the Transferee Company for the erstwhile fund(s) of the Transferor Company; or
(b) merge the pre-existing funds of the Transferor Company with other similar funds of the Transferee Company.

15. Treatment of Taxes

(i) Upon the scheme becoming effective:
(a) To the extent required, the Transferor Company and the Transferee Company shall be permitted to revise and file their respective income Tax returns, withholding Tax returns (including Tax deducted at source certificates), sales Tax, value added Tax, service Tax, central sales Tax, entry Tax, goods and services Tax returns and any other Tax returns: and
(b) The Transferee Company shall be entitled to: (a) claim deduction with respect to items such as provisions, expenses, etc. disallowed in earlier years in the hands of the Transferor Company, which may be allowable in accordance with the provisions of the IT Act on or after the Appointed Date: and (b) exclude items such as provisions, reversals, etc. for which no deduction or Tax benefit has been claimed by the Transferor Company prior to the Appointed Date.
(ii) Upon the Scheme becoming effective, notwithstanding anything to the contrary contained in the provisions of this Scheme, unabsorbed Tax depreciation, minimum alternate Tax credit, if any, of the Transferor Company as on the Effective Date, shall, for all purposes, be treated as unabsorbed Tax depreciation, minimum alternate Tax credit of the Transferee Company. It is further clarified that any unabsorbed depreciation of the Transferor Company as specified in their respective books of accounts shall be included as unabsorbed depreciation of the Transferee Company for the purposes of computation of minimum alternate Tax.
(iii) Upon the Scheme becoming effective, the Transferee Company shall be entitled to claim refunds (including refunds or claims pending with the Tax authorities) or credits, with respect to Taxes paid by, for, or on behalf of, the Transferor Company under Applicable Law (including Tax laws).
(iv) Upon the Scheme becoming effective, all Taxes, cess, duties and liabilities (direct and indirect), payable by or on behalf of the Transferor Company, shall, for all purposes, be treated as Taxes, cess, duties and liabilities, as the case may be, payable by the Transferee Company.
(v) Upon the Scheme becoming effective, all unavailed credits and exemptions and other statutory benefits, including in respect of income Tax, CENVAT, customs, value added Tax, sales Tax, service tax, entry Tax and goods and service Tax to which the Transferor Company is entitled shall be available to and vest in the Transferee Company, without any further act or deed.
(vi) Any Tax liability under the IT Act, or any other applicable Tax laws or regulations allocable to the Transferor Company whether or not provided for or covered by any Tax provisions in the accounts of the Transferor Company made as on the date immediately preceding the Effective Date, shall be transferred to the Transferee Company. Any surplus in the provision for Taxation or duties or levies in the accounts of the Transferor Company, including advance Tax and Tax deducted at source as on the close of business in India on the date immediately preceding the Effective Date will also be transferred to the account of the Transferee Company.
(vii) All Tax assessment proceedings and appeals of whatsoever nature by or against the Transferor Company, pending or arising as at the Effective Date, shall be continued and/or enforced by or against the Transferee Company in the same manner and to the same extent as would or might have been continued and enforced by or against the Transferor Company. Further, the aforementioned proceedings shall neither abate or 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 this Scheme.
(viii) Any refund under the IT Act or any other Tax laws related to or due to the Transferor Company, including those for which no credit is taken as on the date immediately preceding the Effective Date, shall also belong to and be received by the Transferee Company.
(ix) Without prejudice to the generality of the above, all benefits, incentives, claims, losses, credits (including income Tax, service Tax, excise duty, goods and service Tax and applicable state value added Tax) to which the Transferor Company is entitled to in terms of applicable Tax laws, shall be available to and vest in the Transferee Company from the Effective Date.
(x) All the expenses incurred by the Transferor Company and the Transferee Company in relation to the amalgamation of the Transferor

Company with the Transferee Company in accordance with this Scheme, including stamp duty expenses, if any, shall be allowed as deduction to the Transferee Company in accordance with section 35DD of the IT Act over a period of five (5) years beginning with the financial year in which this Scheme becomes effective.

16. Conduct

During the period between the approval of the Scheme by the Board of the Transferor Company and the Board of the Transferee Company and the Effective Date, the business of the Transferor Company shall be carried out with diligence and business prudence in the ordinary course consistent with past practice in good faith and in accordance with Applicable Law.

17. Saving of concluded transactions

Subject to Clause 15 above, the transfer of assets and liabilities to, and the continuance of proceedings by or against, the Transferee Company as envisaged in this Scheme shall not affect any transaction or proceedings already concluded by the Transferor Company on or before the Appointed Date (subject to the terms of any agreement with the Transferee Company) to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things done and executed by the Transferor Company in respect thereto as done and executed on behalf of itself.

18. Issuance of Transferee Company Shares for Amalgamation

(i) Upon the effectiveness of the Scheme and in consideration of the Amalgamation including the transfer and vesting of the Undertaking in the Transferee Company pursuant to this Scheme, the Transferee Company shall, as soon as possible after the Record Date and in any event no later than 15 (fifteen) days from the Record Date, or such other date as may be required by the Stock Exchanges, complete allotment of the Transferee Company Shares in favour of the Eligible Members such that 4.39 (four decimal three nine) Transferee Company Shares, shall be credited as fully paidup, for every 1 (one) Transferor Company Shares, held by each Eligible Member (the “Share Exchange Ratio”).
(ii) If any Eligible Member becomes entitled to any fractional shares, entitlements or credit on the issue and allotment of equity shares by the Transferee Company in accordance with this Scheme, the Board of the Transferee Company shall consolidate all such fractional entitlements and shall, without any further application, act, instrument or deed, issue and allot such consolidated equity shares directly to an individual trust or a board of trustees or a corporate trustee or a SEBI registered merchant banker nominated by the Transferee Company (the “Trustee”), who shall hold such equity shares with all additions or accretions thereto in trust for the benefit of the respective shareholders, to whom they belong and their respective heirs, executors, administrators or successors for the specific purpose of selling such equity shares in the market at such price or prices and on such time or times within 60 (sixty) days from the date of allotment, as the Trustee may in its sole discretion decide and on such sale, pay to the Transferee Company, the net sale proceeds (after deduction of applicable Taxes and costs incurred) thereof and any additions and accretions, whereupon the Transferee Company shall, subject to withholding Tax, if any, distribute such sale proceeds to the concerned Eligible Member in proportion to their respective fractional entitlements.
(iii) In the event of there being any pending share transfers, whether lodged or outstanding, of any member of the Transferor Company, the Board of the Transferee Company shall be empowered in appropriate cases, prior to or even subsequent to the Record Date, to effectuate such a transfer as if such changes in registered holder were operative as on the Record Date, in order to remove any difficulties arising to the transferor of the shares in the Transferor Company and in relation to the shares issued by the Transferee Company, after the effectiveness of the Scheme. The Board of the Transferee Company shall be empowered to remove such difficulties as may arise in the course of implementation of this Scheme and registration of new shareholders in the Transferee Company on account of difficulties faced in the transaction period.
(iv) The issue and allotment of the Transferee Company Shares by the Transferee Company to Eligible Members as provided in this Scheme is an integral part thereof and shall be deemed to have been carried out as if the procedure laid down under Section 62 read with Section 42 of the Act and any other applicable provisions of the Act were duly complied with.
(v) Where Transferee Company Shares are to be allotted to heirs, executors or administrators or, as the case may be, to successors of deceased equity shareholders of the Transferor Company, the concerned heirs, executors, administrators or successors shall be obliged to produce evidence of title satisfactory to the Board of the Transferee Company.
(vi) Promptly upon the issuance of the Transferee Company Shares pursuant to this Clause 18, the Transferee Company shall prepare and file applications, along with all supporting documents, to obtain approval from SEBI and the Stock Exchanges, for listing of such Transferee Company Shares. Immediately upon receipt of such approval, the Transferee Company shall take all necessary steps to obtain trading approval for the Transferee Company Shares. The Transferee Company shall ensure that steps for listing of the Transferee Company Shares are completed and trading of the Transferee Company Shares commences within the period prescribed under the SEBI Scheme Circular. The Transferee Company Shares allotted pursuant to this Scheme shall remain frozen in the depositories system till relevant directions in relation to listing/trading are given by the relevant Stock Exchanges.
(vii) The Transferee Company Shares to be issued and allotted by the Transferee Company in terms of this Scheme shall be subject to the provisions of the memorandum and articles of association of the Transferee Company and shall rank pari passu in all respects and shall have the same rights attached to the then existing equity shares of the Transferee Company.
(viii) If any consolidation, stock split, sub division, reorganization, reclassification or other similar action in relation to the share capital of the Transferor Company or the Transferee Company, that occurs after the date of approval of the Scheme by the Board of Transferor

Company and the Board of Transferee Company, and on or before the Effective Date, the Share Exchange Ratio shall be subject to equitable adjustments by the directors of the relevant company to reflect such corporate action in such a manner as the relevant company’s auditors may determine to be appropriate to reflect such corporate action.

(ix) The Transferee Company Shares shall be issued in dematerialized form to all Eligible Members holding the Transferor Company Shares, in accordance with the Applicable Laws.
(x) The Transferee Company Shares to be issued by the Transferee Company in respect of the Transferor Company Shares, the allotment or transfer of which is held in abeyance under Applicable Law shall, pending allotment or settlement of dispute by order of the appropriate court or otherwise, also be kept in abeyance in like manner by the Transferee Company.
(xi) The Transferee Company Shares issued pursuant to this Scheme have not been, and will not be registered under the United States Securities Act of 1933 (“Securities Act”) in reliance upon the exemption from the registration requirements under the Securities Act provided by Section 3(a)(10) of the Securities Act (the “Section 3(a)(10) Exemption”). The sanction of the NCLT to this Scheme will be relied upon for the purpose of qualifying the issuance and distribution of the Transferee Company Shares issued pursuant to this Scheme for the Section 3(a)(10) Exemption, if applicable. Further, for purposes of ensuring that the Scheme complies with the requirements of Section 3(a)(10) Exemption, each of the Transferor Company and the Transferee Company undertake that:
(a) Eligible Members, as against their equity shares in the Transferor Company, shall receive the equity shares of the Transferee Company and shall not receive cash or other consideration; and
(b) the Scheme shall become effective only after it has been approved by the NCLT following the hearings by the NCLT.

PART III

CHANGES TO THE SHARE CAPITAL OF THE TRANSFEROR COMPANY AND THE TRANSFEREE COMPANY

19. Re-organisation of the authorised share capital of the Transferor Company

(i) Upon this Scheme becoming effective, in part or in whole, and as an integral part of the Scheme, the resultant authorized, issued, subscribed and paid up share capital of the Transferor Company shall be reclassified/ reorganized such that each equity share of INR 10 each of the Transferor Company is reclassified/ reorganized as 10 equity shares of INR 1 each.
(ii) It is clarified that the approval of the shareholders of the Transferor Company to this Scheme shall be deemed to be their consent/ approval to the reclassification of the authorized share capital envisaged under Clause 19(i) above as required under Sections 13, 61 and other applicable provisions of the Act.

20. Consolidation of the authorised share capital of the Transferor Company with the authorised capital of the Transferee Company

Upon this Scheme becoming effective and pursuant to the reclassification/ reorganization of the resultant authorized share capital of the Transferor Company as set out in this Scheme but prior to the issuance and allotment of Transferee Company Shares under Clause 18 above, the resultant authorized share capital of the Transferor Company, shall be deemed to be added to the authorized share capital of the Transferee Company without any requirement of a further act or deed on the part of the Transferee Company (including payment of stamp duty and / or fees payable to the relevant registrar of companies), such that upon the effectiveness of the Scheme, the authorised share capital of the Transferee Company shall be INR 285,00,00,000 (Rupees Two Hundred and Eighty Five Crores only) comprising of 285,00,00,000 equity shares of INR 1 (Rupee one) each without any further act, deed, resolution or writing.

21. Amendment of the memorandum of association of the Transferee Company

(i) Pursuant to the consolidation and increase of authorised capital pursuant to Clause 20 above, the memorandum of association and articles of association of the Transferee Company (relating to the authorized share capital) shall, without any requirement of a further act, instrument or deed, be and stand altered, modified and amended, such that Clause 5 of the memorandum of association shall be replaced by the following:
“The Authorised Share Capital of the Company is Rs. 285,00,00,000 (Rupees Two Hundred and Eighty Five Crores only) comprising of 285,00,00,000 equity shares of Re.1/- (Rupee One ) each.”
(ii) It is clarified that the consent of the shareholders of the Transferee Company to this Scheme shall be deemed to be sufficient for the purposes of effecting the aforementioned amendments and the increase of authorised capital of the Transferee Company pursuant to Clauses 20 and 21, and no further resolution(s) under Sections 4, 13, 14 and 61 and all other applicable provisions of the Act, if any, would be required to be separately passed.
(iii) In accordance with Section 232 (3)(i) of the Act and Applicable Law, the stamp duties and / or fees (including registration fee) paid on the authorised share capital of the Transferor Company shall be utilized and applied to the increased authorised share capital of the Transferee Company pursuant to Clause 20 above and no stamp duties and/or fees would be payable for the increase in the authorised share capital of the Transferee Company to the extent of the authorised share capital of the Transferor Company.

(iv) Upon the Scheme becoming effective, the issued, subscribed and paid-up share capital of the Transferee Company shall stand suitably increased consequent upon the issuance of new equity shares in accordance with the Scheme. It is clarified that no special resolution under Section 62 of the Act shall be required to be passed by the Transferee Company separately in a general meeting for issue of Transferee Company Shares to the members of the Transferor Company under this Scheme and for the members of the Transferee Company approving this Scheme, it shall be deemed that they have given their consent to the issue of the Transferee Company Shares to the members of the Transferor Company in terms of the Scheme.

22. Accounting Treatment

The Amalgamation will be accounted in accordance with the “acquisition method” prescribed under the Indian Accounting Standard 103 (Business Combinations) as notified under Section 133 of the Act, read together with Rule 3 of The Companies (Indian Accounting Standard) Rules, 2015.

23. Dissolution

Upon the coming into effect of the Scheme, the Transferor Company shall stand dissolved without winding up.

PART IV

GENERAL TERMS AND CONDITIONS

The provisions of this Part shall be applicable to Part II and Part III of the Scheme.

The Transferor Company and the Transferee Company shall make necessary applications before the NCLT for the sanction of this Scheme under Sections 230 and 232 of the Act.
and the Transferee Company to do so. This Scheme shall not be modified, revoked or withdrawn, other than in accordance with a written agreement between the Transferor Company and the Transferee Company to do so.
The coming into effect of this Scheme is conditional upon and subject to:
(i) pursuant to the provisions of the Competition Act, 2002 (including any statutory modification or re-enactment thereof) and the rules and regulations thereunder, the first of the CCI (or any appellate authority in India having appropriate jurisdiction) having either:
- (a) granted approval to the Scheme; or
- (b) been deemed to have granted approval to the Scheme through the expiration of time periods available for their investigation;
(ii) the Stock Exchanges having issued their observation/ no-objection letters as required under the SEBI Listing Regulations read with the SEBI Scheme Circular;
(iii) this Scheme being approved by the respective requisite majorities of the various classes of members (passed through postal ballot/ e-voting, as applicable) and creditors (where applicable) of the Transferor Company and the Transferee Company, as required under the Act and the SEBI Scheme Circular, subject to any dispensation that may be granted by the NCLT;
(iv) sanctions and orders under the provisions of Sections 230 to 232 of the Act being obtained from the benches of the NCLT at Mumbai, Maharashtra and Chandigarh, Punjab;
(v) the certified copies of the orders of the NCLT approving this Scheme having been filed with the registrar of companies in Maharashtra and Punjab;
(vi) there not being any Governmental Order from any Governmental Authority (other than a competition and/or anti-trust authority) that has the effect of making the Amalgamation illegal or otherwise restraining or preventing its consummation; and
(vii) there not being any Governmental Order from any Governmental Authority (other than a competition and/or anti-trust authority) that has the effect of making the transfer of the intellectual property being used in relation to the Transferor Company’s business illegal or otherwise restraining or preventing its transfer.

27. Costs

(i) Each of the Transferor Company and the Transferee Company agree that it shall bear by itself all own costs, charges, levies and expenses in relation to or in connection with or incidental to this Scheme until the date of sanction of this Scheme by the NCLT, including without limitation costs and expenses associated with retention of financial, legal, Tax and other professional advisers, and in connection with the valuation report and the fairness opinion issued by their respective valuers and merchant bankers.
(ii) Save as otherwise agreed, all stamp, transfer, registration, and other similar Taxes, duties, charges and fees (including in relation to the registration and the stamping of the sanction orders) payable or assessed in connection with this Scheme, the issuance of Transferee Company Shares and the transfers contemplated by the Scheme shall be borne by Transferee Company.

Annexure 2

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Ref: NSE/LIST/19476

February 15, 2019

The Company Secretary GlaxoSmithKline Consumer Healthcare Limited Patiala Road, Nabha - 147201

Kind Attn.: Ms. Shanu Saksena

Dear Madam,

Sub : Observation Letter for Scheme of Amalgamation by way of Merger by Absorption among GlaxoSmithKline Consumer Healthcare Limited and Hindustan Unilever Limited and their respective shareholders and creditors.

We are in receipt of the Scheme of Amalgamation by way of Merger by Absorption among GlaxoSmithKline Consumer Healthcare Limited (Transferor Company) and Hindustan Unilever Limited (Transferee Company) and their respective shareholders and creditors vide application dated December 15, 2018.

Based on our letter reference no Ref: NSE/LIST/71211 submitted to SEBI and pursuant to SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 (‘Circular’), SEBI vide letter dated February 14, 2019, has given following comments:

a. The Company shall ensure that additional information, if any, submitted by the Company, after filing the Scheme with the Stock Exchange, and from the date of the receipt of this letter is displayed on the website of the listed company.
b. The Company shall duly comply with various provisions of the Circular.
c. The 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 is obliged to bring the observations to the notice of NCLT.
d. 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.

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 dated March 10, 2017.

This Document is Digitally Signed Signer: Rajendra P Bhosale Date: Fri, Feb 15, 2019 15:10:24 IST Location: NSE

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Based on the draft scheme and other documents submitted by the Company, including undertaking given ~~-~~ in terms of Regulation 11 of SEBI (LODR) Regulation, 2015, we hereby convey our “No objection” in terms of Regulation 94 of SEBI (LODR) Regulation, 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 15, 2019, within which the scheme shall be submitted to NCLT.

Yours faithfully, For National Stock Exchange of India Limited

Rajendra Bhosale Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL http://www.nseindia.com/corporates/content/further_issues.html

This Document is Digitally Signed

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Signer: Rajendra P Bhosale Date: Fri, Feb 15, 2019 15:10:24 IST Location: NSE

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Registered Office: Unilever House, B. D. Sawant Marg, Chakala, Andheri (East), Mumbai 400 099 CIN: L15140MH1933PLC002030, Web: www.hul.co.in, Email: [email protected], Tel: +91 22 39832285 / 39832452

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COMPANY SCHEME APPLICATION NO. 819 OF 2019

[ C. A. (C. A. A.) 819/MB/2019]

In the matter of the Companies Act, 2013;

And

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

And

In the matter of Hindustan Unilever Limited CIN: [L15140MH1933PLC002030], a company, incorporated under the Indian Companies Act, 1913, having its Registered Office at Unilever House, B. D. Sawant Marg, Chakala, Andheri East, Mumbai 400099, Maharashtra; And

In the matter of the Scheme of Amalgamation by way of Merger by Absorption among GlaxoSmithKline Consumer Healthcare Limited, Hindustan Unilever Limited and their respective shareholders and creditors. Hindustan Unilever Limited CIN: L15140MH1933PLC002030, a company, incorporated ) under the Indian Companies Act, 1913, having its Registered Office at Unilever House, ) B. D. Sawant Marg, Chakala, Andheri East, Mumbai 400099, Maharashtra. ) Applicant Company

Form No. MGT-11 PROXY FORM [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of Member(s): Registered address :

Email Id: I/We, being the Member(s) of 1. Name: Address~~:~~	Folio No. / DP ID and Client ID: shares of the above named Company, hereby appoint E-mail ID: Signature: , or or failing him/her E-mail ID: Signature: , or or failing him/her E-mail ID: Signature: , or or failing him/her	Folio No. / DP ID and Client ID: shares of the above named Company, hereby appoint E-mail ID: Signature: , or or failing him/her E-mail ID: Signature: , or or failing him/her E-mail ID: Signature: , or or failing him/her
	E-mail ID: Signature: , or E-mail ID: Signature: , or E-mail ID: Signature: , or
		or failing him/her

2. Name: Address~~:~~
		or failing him/her

3. Name: Address~~:~~
		or failing him/her

as my/our proxy to attend the meeting of the Equity Shareholders of the Applicant Company to be held on Saturday, the 29th day of June, 2019, at 11.00 A. M. at the Registered Office of the Company and at any adjournment thereof for the purpose of considering, and if thought fit, approving, the proposed Scheme of Amalgamation by way of Merger by Absorption among the Applicant Company and GlaxoSmithKline Consumer Healthcare Limited and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme”) and at such meeting and at any adjournment or adjournments thereof, to vote, in case of a poll , for me/us and in my/our name(s) ‘FOR/‘ AGAINST (here, if for, tick ‘FOR’; if against, tick ‘AGAINST’) the said Scheme.

* Strike out what is not necessary. Signed this __day of ______2019. Signature of Sole/First Holder Signature of Second Holder Signature of Third Holder Signature of Proxy 1 Signature of Proxy 2 Notes:	* Strike out what is not necessary. Signed this __day of ______2019. Signature of Sole/First Holder Signature of Second Holder Signature of Third Holder Signature of Proxy 1 Signature of Proxy 2 Notes:	* Strike out what is not necessary. Signed this __day of ______2019. Signature of Sole/First Holder Signature of Second Holder Signature of Third Holder Signature of Proxy 1 Signature of Proxy 2 Notes:	* Strike out what is not necessary. Signed this __day of ______2019. Signature of Sole/First Holder Signature of Second Holder Signature of Third Holder Signature of Proxy 1 Signature of Proxy 2 Notes:	* Strike out what is not necessary. Signed this __day of ______2019. Signature of Sole/First Holder Signature of Second Holder Signature of Third Holder Signature of Proxy 1 Signature of Proxy 2 Notes:	Signature of Proxy 3	(Signature across stamp) Affx Revenue Stamp


				Signature of Proxy 2

Andheri (East), Mumbai 400 099, not less than 48 hours before the commencement of the Meeting.
Alterations, if any, made in the Form of Proxy should be initialed.
In case of multiple proxies, the proxy later in time shall be accepted.
Those Members who have multiple folios with different joint-holders may use copies of this Proxy Form.

111

AI assistant

Hindustan Unilever Ltd. — M&A Activity 2019

59165_rns_2019-05-21_03998993-884b-4218-a2ed-5da9602f6014.pdf

Ref: Disclosure under Regulation 30(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations")

Start Date and Time End Date and Time

TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS

COMPANY SCHEME APPLICATION NO. 819 of 2019

[ C. A. (C. A. A.) 819/MB/2019]

NOTICE FOR THE TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF HINDUSTAN UNILEVER LIMITED

Notes:

VOTING THROUGH ELECTRONIC MEANS

EXPLANATORY STATEMENT UNDER SECTIONS 230(3) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6(3) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 TO THE NOTICE OF THE TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF HINDUSTAN UNILEVER LIMITED

Post Scheme Capital Structure:

(g) Amounts due to unsecured creditors

(j) Disclosure about effect of the Scheme on material interests of Directors,Key Managerial Personnel (KMP), Debenture Trustee and other Stakeholders:

(b)

(c) Details of the capital structure of GSKCH including Authorised, Issued, Subscribed and Paid up share Capital

(d) Details of the Promoters and Directors along with their addresses:.

(b) Appointed Date, Effective Date, Record Date and Share Exchange Ratio:

(c) Summary of the Valuation Report

(d) Detail of debt restructuring:

(e) Rationale of the Scheme of Amalgamation, and the benefit of the Scheme of Amalgamation as perceived by the Board of Directors of the Applicant Company

(f) Details of approvals, sanctions or no-objection(s) from regulatory or any other governmental authorities in relation to the Scheme

(g) Details of availability of the following documents for obtaining extracts from or making or obtaining copies

Sd/-

Vinay Kumar Garg, Sr. Advocate

Chairperson appointed by NCLT for the Meeting Registered Office

SCHEME OF AMALGAMATION

AMONG

PART I

GENERAL

A. Description of Parties

Description of the Scheme

C. Rationale for the Scheme

8. Share Capital

PART II

AMALGAMATION OF THE TRANSFEROR COMPANY INTO THE TRANSFEREE COMPANY

9. Transfer

10. Transfer of Assets

11. Contracts, Deeds, Licenses etc.

12. Transfer of Liabilities

13. Legal, Taxation and other proceedings

14. Employees

15. Treatment of Taxes

16. Conduct

17. Saving of concluded transactions

18. Issuance of Transferee Company Shares for Amalgamation

PART III

CHANGES TO THE SHARE CAPITAL OF THE TRANSFEROR COMPANY AND THE TRANSFEREE COMPANY

19. Re-organisation of the authorised share capital of the Transferor Company

20. Consolidation of the authorised share capital of the Transferor Company with the authorised capital of the Transferee Company

21. Amendment of the memorandum of association of the Transferee Company

22. Accounting Treatment

23. Dissolution

PART IV

GENERAL TERMS AND CONDITIONS

27. Costs

Kind Attn.: Ms. Shanu Saksena

NOTES

NOTES

NOTES

NOTES

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH COMPANY SCHEME APPLICATION NO. 819 OF 2019

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