JHS Svendgaard Laboratories Ltd.

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CIN : L74110HP2004LC027558

Date: 10-10-2022

To,

The General Manager, The Manager- Listing Compliance Department of Corporate Services, National Stock Exchange of India Limited BSE Limited, ‘Exchange Plaza’ C-1, Block G, Bandra Kurla P.J. Towers, Dalal Street, Mumbai – 400 001 Complex, Bandra (East), Mumbai-400051 BSE Scrip Code – 532771 NSE Trading Symbol - JHS

Sub: Notice convening meeting of Secured Creditors of the Company for their requisite approval on the proposed Composite Scheme of Arrangement for Demerger and Amalgamation between JHS Svendgaard Retail Ventures Private Limited (“JHSSRVPL”) and JHS Svendgaard Brands Limited (“JHSSBL”) and JHS Svendgaard Laboratories Limited (“JHSSLL”/“the Company”) and their respective shareholders and creditors ("Scheme of Arrangement")

Ref.: Section 230 – 232 of the Companies Act, 2013 read with relevant rules made thereunder.

Dear Sir / Ma’am,

This is in reference to the above captioned subject w.r.t. the meetings to be held pursuant to the orders passed by Hon’ble National Company Law Tribunal, Chandigarh Bench dated 30[th] August, 2022 and 29[th] September, 2022 in a joint First Motion Application filed by JHSSRVPL, JHSSBL and JHSSLL for the proposed Composite Scheme of Arrangement for Demerger and Amalgamation under Section 230 – 232 of the Companies Act, 2013 and rules made thereunder.

In furtherance of the same, notice is hereby given that the meeting of Secured Creditors of the Company is scheduled to be held on Sunday, November 13, 2022 at 02:00 PM (IST) for the purpose of considering, and if thought fit, approving, with or without modification(s), the arrangement embodied in the aforementioned Scheme of Arrangement. A copy of the notice calling meeting of Secured Creditors of the Company alongwith the requisite annexures is enclosed herewith.

The Schedule of the meeting of Secured Creditors is placed below:

Day and Date	:	Sunday, November 13, 2022
Time	:	02:00 PM(IST)
Mode of Meeting	:	Through Video Conferencing (VC) /Other Audio-Visual Means(OAVM)
Mode of Voting	:	Remote E-votingand E-votingat the Meeting
Venue of Meeting	:	Registered Office(Deemed venue for VC)

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CIN : L74110HP2004LC027558

Cut-off date for E- Voting	:	Friday, December 31, 2022
Remote E-voting Commencing on	:	Thursday, November 10, 2022 at 09:00 AM (IST)
Remote E-voting Ending on	:	Saturday, November 12, 2022 at 05:00 PM (IST)

You are kindly requested to take the same on records.

Yours faithfully, For & on behalf of JHS Svendgaard Laboratories Limited

NEERAJ KUMAR Digitally signed by NEERAJ KUMAR DN: c=IN, st=Delhi, 2.5.4.20=88cc572a8d134ae2201ccd64b07f3d0ecf834a74a79cab974f877616afff34e3, postalCode=110075, street=A-6, NEW ADARSH APARTMENT,PLOT NO-22,SECTOR-10,DWARKA, serialNumber=f4d2a4231141e9502d26cfa3d8c9ee998490a8ba91f590b8c1c16ffebbf3a7dc, o=Personal, cn=NEERAJ KUMAR, pseudonym=e717af78c9f74bc3b8eb5bf1378fa108 Date: 2022.10.10 21:26:17 +05'30' Neeraj Kumar Chief Financial Officer

Enclosure: As Above

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JHS SVENDGAARD LABORATORIES LIMITED
Registered : Trilokpur Road, Kheri (Kala Amb), Tehsil – Nahan, Distt Sirmour,
Office Himachal Pradesh – 173030, India
CIN : L74110HP2004PLC027558
E-mail : [email protected]
Website : www.svendgaard.com
Telephone : 011-26900411
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NOTICE CONVENING MEETING OF THE SECURED CREDITORS OF

JHS SVENDGAARD LABORATORIES LIMITED

(Convened pursuant to Orders dated 30[th] August, 2022 and 29[th] September, 2022 passed by the Hon’ble National Company Law Tribunal at Chandigarh (‘NCLT’))

Day :	Day :	Sunday
Date :		November 13, 2022
Time :		02:00 PM (IST)
Mode of Meeting :		Through Video Conferencing (VC)
Mode of Voting :		Remote e-voting and e-voting at the Meeting
Venue of Meeting	:	Registered Office (Deemed venue for VC)

REMOTE E- VOTING:

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Commencing on : Thursday, November 10, 2022 at 09:00 AM (IST)
Ending on : Saturday, November 12, 2022 at 05:00 PM (IST)
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INDEX

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S. No. Contents Page No.
1. Notice of the NCLT convened meeting of the Secured Creditors of JHS
Svendgaard Laboratories Limited (Demerged Company/ Transferee
Company) under the provisions of Sections 230-232 of the Companies Act,
2013 read with Rule 6 of the Companies (Compromises, Arrangements and
Amalgamations) Rules, 2016 and pursuant to the Orders dated 30 [th] August,
2022 and 29 [th] September, 2022 of the Hon’ble NCLT, Chandigarh
2. Explanatory Statement under the provisions of Section 102 read with Section
230 -232 of the Companies Act, 2013 read with Rule 6 of the Companies
(Compromises, Arrangements and Amalgamations) Rules, 2016 and any
amendments thereto
3. Annexure 1: Composite Scheme of Arrangement for Demerger and
Amalgamation between JHS Svendgaard Retail Ventures Private Limited
(‘Resulting Company’) and JHS Svendgaard Brands Limited (‘Transferor
Company’) and JHS Svendgaard Laboratories Limited (‘Demerged
Company/Transferee Company’) under the provisions of Section 230-232 of
the Companies Act, 2013
4. Annexure 2: Copies of Valuation Report dated 09 [th] October, 2020 issued by
Ajay Kumar Siwach-Registered Valuer, Valuation Report dated 31 [st]
December, 2020 issued by Abhay Kaushik and Company, Independent
Chartered Accountant and Valuation Report dated 22 [nd] February, 2022 issued
by Ajay Kumar Siwach, Registered Valuer
5. Annexure 3: Fairness opinion dated 09 [th] October, 2020 issued by 3Dimension
Capital Services Limited, SEBI Registered Category-I, Merchant Banker
6. Annexure 4: Report adopted by the Board of Directors of all the Applicant
Companies pursuant to the provisions of Section 232 (2) (c) of the Companies
Act, 2013.
7. Annexure 5: Audited Balance Sheet as on 31 [st ] March, 2022 of all the
Applicant Companies Company.
8. Annexure 6: Provisional Financial statements as on 30 [th] June, 2022 of all the
Applicant Companies.
9. Annexure 7: Copy of Observation letter dated 08 [th] December, 2021 provided
by BSE Limited (“BSE”) conveying their ‘no objection’ on the Scheme.
10. Annexure 8: Copy of Observation letter dated 08 [th] December, 2021 provided
by National Stock Exchange of India Limited (“NSE”) conveying their ‘no
objection’ on the Scheme.
11. Annexure 9: Copy of the ‘Nil’ Complaints report submitted by the Company
to BSE and NSE.
12. Annexure 10: Information in the format prescribed for abridged prospectus
pertaining to the unlisted entity i.e. Resulting Company involved in the
Scheme as specified in Part E of Schedule VI of the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018 (“ICDR Regulations”).
13. Annexure 11: Information in the format prescribed for abridged prospectus
pertaining to the unlisted entity i.e. Transferor Company involved in the
Scheme as specified in Part E of Schedule VI of the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018 (“ICDR Regulations”).
14. Annexure 12: Copy of Order dated 30 [th] August, 2022 and 29 [th] September,
2022 passed by Hon’ble NCLT, Chandigarh
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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH AT CHANDIGARH COMPANY APPLICATION NO. (CAA) 15 / CHD / HRY / 2022 (UNDER SECTION 230- 232 OF COMPANIES ACT, 2013)

IN THE MATTER OF:

SECTION 230 - 232 OF THE COMPANIES ACT, 2013 READ ALONG WITH RULE 6 AND 7 OF COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016.

AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT BETWEEN:

JHS SVENDGAARD RETAIL VENTURES PRIVATE LIMITED HAVING ITS REGISTERED OFFICE AT

FIFTH FLOOR, PLOT NO. 107, SECTOR – 44, INSTITUTIONAL AREA, GURUGRAM, HARYANA – 122001.

… (RESULTING COMPANY/ APPLICANT COMPANY 1)

AND JHS SVENDGAARD BRANDS LIMITED HAVING ITS REGISTERED OFFICE AT

FIFTH FLOOR, PLOT NO. 107, SECTOR – 44, INSTITUTIONAL AREA, GURUGRAM, HARYANA – 122001.

… (TRANSFEROR COMPANY/ APPLICANT COMPANY 2)

AND JHS SVENDGAARD LABORATORIES LIMITED HAVING ITS REGISTERED OFFICE AT

TRILOKPUR ROAD, KHERI (KALA AMB), TEHSIL – NAHAN, DISTT. SIRMOUR, HIMACHAL PRADESH–173030.

… (DEMERGED COMPANY/TRANSFEREE COMPANY/ APPLICANT COMPANY 3)

NOTICE CONVENING THE MEETING OF SECURED CREDITORS OF JHS SVENDGAARD LABORATORIES LIMITED (DEMERGED COMPANY/TRANSFEREE COMPANY) AS PER THE DIRECTIONS OF HON’BLE NCLT, CHANDIGARH BENCH

To,

The Secured Creditors of JHS Svendgaard Laboratories Limited (“Demerged Company”/ “Transferee Company”/ “The Company”)

NOTICE is hereby given that by the Orders dated 30[th] August, 2022 and 29[th] September, 2022 (“ Order ”/ “NCLT Order” ), Hon’ble NCLT has directed that a meeting of the Secured Creditors of the Company be convened and held through Video Conferencing (“VC”) with facility of remote e-voting, for the purpose of considering, and if thought fit, approving, with or without modification(s), the arrangement embodied in the Composite Scheme of Arrangement for Demerger and Amalgamation between JHS Svendgaard Retail Ventures Private Limited (‘Resulting Company’) and JHS Svendgaard Brands Limited (‘Transferor Company’) and JHS Svendgaard Laboratories Limited (‘Demerged Company/Transferee Company’) and their respective Shareholders and Creditors ( “Scheme”/“Scheme of Arrangement” ) under the provisions of Section 230-232 of the Companies Act, 2013. Accordingly, notice is hereby given that a meeting of the Secured Creditors of the Company will be held through VC on Sunday, November 13, 2022 at 02:00 PM (IST) . Further, there shall be no meeting requiring physical presence at a common venue in view of the present circumstances on account of the COVID-19 pandemic as directed by Hon’ble NCLT Chandigarh Bench vide order dated 30[th] August, 2022.

At such day you are requested to attend the meeting through VC. Copies of the scheme of arrangement, and of the statement under section 230 can be obtained free of charge at the registered office of the company

At the said meeting, following resolutions will be considered and if thought fit, be passed, with or without modification(s) with the requisite majority:

“RESOLVED THAT pursuant to the provisions of Sections 230 – 232 and other applicable provisions, if any, of the Companies Act, 2013 ( “Act” ), the rules, circulars and notifications made thereunder (including any statutory modification or re-enactment thereof for the time being in force) as may be applicable and the enabling provisions of the Memorandum and Articles of Association of the Company and subject to the sanction of Hon’ble National Company Law Tribunal, Chandigarh Bench ( “NCLT” ) and subject to such other approval(s), permission(s) and sanction(s) of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by NCLT or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), the arrangement embodied in the Scheme of Arrangement for Demerger and Amalgamation between JHS Svendgaard Retail Ventures Private Limited (‘Resulting Company’/‘Applicant Company-1’) and JHS Svendgaard Brands Limited (‘Transferor Company’/‘Applicant Company-2’) and JHS Svendgaard Laboratories Limited (‘Demerged Company/Transferee Company’/‘Applicant Company-3’) and their respective shareholders and creditors ( “Scheme” ), be and is hereby approved.

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

Take further notice that the Secured Creditors shall have the facility and option to vote on the aforesaid resolution for approval of the Scheme by casting their votes (a) through e-voting system available during the meeting to be held virtually, or (b) by remote e-voting during the

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Take further notice that a person, whose name is recorded as Secured Creditors in the records of the Company as on the cut-off date, i.e., Friday, December 31, 2021 (“Cut-off Date”) only shall be entitled to exercise his/her/its voting rights on the resolution proposed in the Notice and attend the Meeting through VC. A person, who is not a Secured Creditor as on the Cut-off Date, should treat the notice for information purpose only. The value of the votes cast shall be reckoned and scrutinized with reference to the said Cut-off Date in accordance with the books and records of the Company and where entries in the books are disputed, the Chairman of the meeting shall determine the value for purposes of the said meetings.

Copies of the Scheme and of the Explanatory Statement, under Sections 230(3) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, along with the enclosures as indicated in the Index are enclosed.
Pursuant to the NCLT Order dated 30[th] August, 2022, Mr. Pradeep R. Sethi, Former Member (Technical), National Company Law Tribunal has been appointed as the Chairperson of the said meeting. Mr. Arav Gupta, Advocate has been appointed as the Alternate Chairperson of the said meeting. Further, Mr. Manjeet S Dhillon has been appointed as the scrutinizer of the said meeting of Secured Creditors of the Company. The Scrutinizer, after the conclusion of e-voting at the Meeting, will unblock the votes cast through remote e- voting and votes cast at the Meeting in the presence of at least two witnesses not in the employment of the Company, who shall make a consolidated Scrutinizer’s Report of the total votes cast in favour or against and submit the same to the Chairman of the Meeting. The Company shall declare the results of the Meeting after receipt of the report from the Scrutinizer and submit to the BSE & NSE within two working days. Further, the Chairman shall submit the report to NCLT in Form No. CAA-4 verified by an Affidavit, the result of the Meeting within Seven days from the date of the conclusion of the Meeting.
The Scheme of Arrangement, if approved in the aforesaid meeting, will be subject to the subsequent approval of NCLT.

Date: 0 .10.2022 Place:

Sd/Pradeep R Sethi Chairman appointed vide NCLT Order for the Meetings of Secured Creditors of JHS Svendgaard Laboratories Limited

Notes:

Pursuant to the NCLT Order dated 30[th] August, 2022, in view of the prevailing Covid-19 pandemic situation, the Meeting of the Secured Creditors of the Company is being convened through Video Conferencing (VC) to transact the business set out in the Notice convening this Meeting. Hence, there shall be no physical attendance of Secured Creditor at the meeting and the deemed venue for the meeting shall be the Registered Office of the Company.
The Notice of the meeting, Explanatory Statement along with accompanying documents mentioned in the index are sent through electronic mode to the Secured Creditors whose names appeared in the books of the Company as such as on the cut-off date as per the records of the Company / Depositories / postal address. The Secured Creditors whose email addresses are not registered with the Company / Depositories, can register the same by writing to the Company at [email protected]. The Secured Creditors may note that the aforesaid documents are available on the website of the Company and can be accessed / downloaded from: www.svendgaard.com and website of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and also available on the website of NSDL (agency for providing the Remote e-Voting facility) at www.evoting.nsdl.com.
A person, whose name is recorded in the books of the Company as Secured Creditors as on the in the Notice and attend the Meeting. A person, who is not a Secured Creditors Date, should treat the Notice for information purpose only.
The voting rights of the Secured Creditors shall be in proportion to their outstanding debt towards the Company as on the close of the business hours of Cut-off dates.
Since this meeting is being held through virtual mode, there will not be any physical attendance of Secured Creditors. Accordingly, the facility for appointment of proxies by the said Creditors will not be available for the meeting and hence, the proxy form and attendance slip are not annexed hereto. Further, no route map of the venue of the Meeting is annexed hereto, since this meeting is being held through Virtual Mode.
Institutional/Corporate Creditors (i.e. other than individuals/ HUF/ NRI, etc.) are required to send a scanned copy (PDF/JPG format) of its Board or governing body Resolution/ Authorisation etc., authorizing its representative to attend and vote on their behalf at the Meeting, The said Resolution/ Authorisation shall be sent to the Scrutinizer by e-mail at [email protected] with a copy marked to [email protected] and [email protected].
The attendance of the Secured Creditor attending the Meeting through Virtual Mode will be counted for the purpose of reckoning the quorum under Section 103 of the Act as per the terms of the order of the NCLT. Attendance at such meetings shall be recorded in the minutes of the meeting(s) instead of taking physical attendance slips.
In case the required quorum, as noted in the NCLT order, is not present at the commencement of the meeting, the meeting shall be adjourned by 30 minutes and thereafter the persons present and voting shall be deemed to constitute the quorum.
Secured Creditors who have not registered their e-mail addresses are requested to immediately inform their e-mail addresses to the Company to enable the Company to share Notice and statutory documents which are required to be sent, the same is also informed by way of notice in the advertisement in newspaper namely, Financial Express, English Newspaper; and Jansatta, Hindi Newspaper to register their email address as per the provisions of the Companies Act, 2013 and also placed on the website of the Company at www.svendgaard.com, website of E-voting service provider i.e. NSDL at www.evoting.nsdl.com and also on the website of Stock Exchanges i.e., BSE at www.bseindia.com and NSE at www.nseindia.com.
The Secured Creditors can join the Meeting through Virtual Mode 15 minutes before and during the meeting after the scheduled time of the commencement of the Meeting by following the procedure mentioned in this Notice. The Secured Creditors will be able to view the proceedings www.evoting.nsdl.com.

As per the provisions of Section 230-232 of the Act, the Scheme shall be acted upon only if a majority of persons in number representing three fourth in value of the Secured Creditors of the Company, voting in person, agree to the Scheme.
The documents referred to in the accompanying Explanatory Statement shall be open for inspection by the Secured Creditors at the registered office of the Company between 11.00 AM (IST) and 5.00 PM (IST) on all working days up to the date of the meeting.
This Notice, along with copy of the Scheme of Arrangement and other enclosures is also displayed/posted on the website of the Company: www.svendgaard.com, website of E-voting service provider i.e. NSDL at www.evoting.nsdl.com and also on the website of Stock Exchanges e., BSE at www.bseindia.com and NSE at www.nseindia.com.
along with
the Explanatory Statement and other requisite details will be published through advertisement in the following newspapers, namely, (i) Financial Express, English Newspaper; and Jansatta, Hindi Newspaper.
The Chairman of the meeting shall, during and 15 minutes after the conclusion of the meeting, allow voting with the assistance of the Scrutinizer, for all those Secured Creditors who are present at the meeting and who not cast their votes by availing the remote e-voting facility. Secured Creditors, who would like to express their views or ask clarifications during the said meeting will have to register themselves as a speaker during the period starting from Thursday, November 10, 2022 From 09:00 AM (IST) to Friday, November 11, 2022 upto 05:00 PM (IST) by sending the requests from their registered email address mentioning their name, PAN, mobile number, email address at [email protected] and a link will thereafter be provided to the registered speakers for participating in the Meeting. Only those Secured Creditors who have registered themselves as a speaker will be allowed to express their views/ask clarifications during the said meeting. The Company reserves the right to restrict the number of speakers depending on the availability of time for the said meeting. Please note that only the Secured Creditors having outstanding debt as on cut-off date will be eligible to register as speakers. The Company may respond suitably to those secured creditors who had sent request to the Company to express their views/questions but due to paucity of time did not get opportunity to ask questions during Meeting.

THE INSTRUCTIONS FOR SECURED CREDITORS FOR REMOTE E-VOTING AND JOINING THE MEETING THROUGH VC ARE AS UNDER:

THE REMOTE E-VOTING FOR THE SECURED CREDITOR MEETING OF JHS SVENDGAARD LABORATORIES LIMITED BEGINS ON THURSDAY, NOVEMBER 10, 2022 AT 09:00 AM (IST) AND ENDS ON SATURDAY, NOVEMBER 12, 2022 AT 05:00 PM (IST).

INSTRUCTIONS:

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member’ section.
A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.
Your Login id and password details casting your vote electronically and for attending the Meeting of Creditors through VC/ OAVM are attached in the pdf file enclosed herewith. Please note that the password to open the pdf file is the unique id mentioned above.
For the first time the system will ask to reset your password.

After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-Voting will open.
You will be able to see the EVEN no. of the company.
Click on “EVEN” of company to cast your vote.
Now you are ready for e-Voting as the Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote
If you face any problems/experience any difficulty or If you forgot your password please feel free to contact toll free number 1800 1020 990 /1800 224 430 or contact on email id [email protected]

THE INSTRUCTIONS FOR SECURED CREDITORS FOR E-VOTING ON THE DAY OF THE SECURED CREDITOR MEETING ARE AS UNDER:

The procedure for e-Voting on the day of the Secured Creditor Meeting is same as the instructions mentioned above for remote e-voting.
Only those Creditors , who will be present in the Secured Creditors meeting through VC / OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the Secured Creditors Meeting.

INSTRUCTIONS FOR SECURED CREDITORS FOR ATTENDING THE SECURED CREDITORS MEETING THROUGH VC/OAVM ARE AS UNDER:

Creditors will be provided with a facility to attend the Secured Creditors Meeting through VC/OAVM through the NSDL e-Voting system. Creditors may access the same at https://www.evoting.nsdl.com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVEN of Company will be displayed.

Date: 0 .10.2022 Place:

Sd/Pradeep R Sethi Chairman appointed vide NCLT Order for the Meetings of Secured Creditors of JHS Svendgaard Laboratories Limited

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH AT CHANDIGARH COMPANY APPLICATION NO. (CAA) 15 / CHD / HRY / 2022 (UNDER SECTION 230- 232 OF COMPANIES ACT, 2013)

IN THE MATTER OF:

SECTION 230 - 232 OF THE COMPANIES ACT, 2013 READ ALONG WITH RULE 6 AND 7 OF COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016.

AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT BETWEEN:

JHS SVENDGAARD RETAIL VENTURES PRIVATE LIMITED HAVING ITS REGISTERED OFFICE AT FIFTH FLOOR, PLOT NO. 107, SECTOR – 44, INSTITUTIONAL AREA, GURUGRAM, HARYANA – 122001.

… (RESULTING COMPANY/ APPLICANT COMPANY 1)

AND JHS SVENDGAARD BRANDS LIMITED HAVING ITS REGISTERED OFFICE AT FIFTH FLOOR, PLOT NO. 107, SECTOR – 44, INSTITUTIONAL AREA, GURUGRAM, HARYANA – 122001.

… (TRANSFEROR COMPANY/ APPLICANT COMPANY 2)

AND JHS SVENDGAARD LABORATORIES LIMITED HAVING ITS REGISTERED OFFICE AT

TRILOKPUR ROAD, KHERI (KALA AMB), TEHSIL – NAHAN, DISTT. SIRMOUR, HIMACHAL PRADESH–173030.

… (DEMERGED COMPANY/TRANSFEREE COMPANY/ APPLICANT COMPANY 3)

EXPLANATORY STATEMENT UNDER SECTION 102 READ WITH SECTIONS 230(3), 231(1) OF THE COMPANIES ACT, 2013 READ ALONG WITH RULE 3, 5 & 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016.

1. Pursuant to the Orders passed by the Hon’ble National Company Law Tribunal, Chandigarh Bench (the “NCLT”) dated 30[th] August, 2022 and 29[th] September, 2022 (“Order”/“NCLT Order”) , a meeting of the Secured Creditors of JHS Svendgaard Laboratories Limited (Demerged Company/Transferee Company) is being convened and held through VC on Sunday, November 13, 2022 at 02:00 PM (IST) for the purpose of considering and, if thought fit, approving with or without modification(s), the proposed Composite Scheme of Arrangement for Demerger and Amalgamation between JHS Svendgaard Retail Ventures Private Limited (‘Resulting Company’/‘Applicant Company-1’) and JHS Svendgaard Brands Limited (‘Transferor Company’/‘Applicant Company-2’) and JHS Svendgaard Laboratories Limited (‘Demerged Company/Transferee Company’/‘Applicant Company-1’) and their respective shareholders and creditors (“Scheme”/“Scheme of Arrangement”) under Sections 230 to 232 of the Companies Act, 2013 (the “Act”) (including any statutory modification or re-enactment or amendment thereof for the time being enforce) read with the rules issued there under. Notice of the said meeting together with the copy of the Scheme along with annexures is sent herewith. This Explanatory statement explaining the terms of the Scheme is being furnished as required under section 102 read with section 230-232 of the Companies Act, 2013.

2. The draft Scheme was placed before the Audit Committee and Board of Directors of the Demerged Company at their respective meetings held on 09[th] October, 2020. In accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated 22[nd] December, 2020, the Audit Committee of the Demerged Company vide a resolution passed on 09[th] October, 2020 at their meeting recommended the Scheme to the Board of Directors of the Demerged Company, inter-alia, taking into account the, Share Entitlement Ratio Report dated 09[th] October, 2020 issued by Ajay Kumar Siwach, Registered Valuer and Fairness Opinion dated 09[th] October, 2020 issued by 3Dimension Capital Services Limited, SEBI Registered Category-I, Merchant Banker. The Board of Directors of the Demerged Company in its meeting held on 09[th] October, 2020 approved the Scheme, based on such recommendation of the Audit Committee Thereafter, the Independent Directors in their meeting dated 09[th] October, 2020, reviewed and recommended the Scheme approved by the Board of Directors and confirmed that the scheme is not detrimental to the Shareholders of the Company.

3. List of the Companies/Parties involved in the Scheme:

I. JHS Svendgaard Retail Ventures Private Limited (“Resulting Company’)
II. JHS Svendgaard Brands Limited (“Transferor company”)
III. JHS Svendgaard Laboratories Limited (“Demerged Company/Transferee Company”)

4. Details of the Companies involved in the Scheme:

A. JHS SVENDGAARD RETAIL VENTURES PRIVATE LIMITED

a) JHS Svendgaard Retail Ventures Private Limited (hereinafter referred to as “JSRVPL” or “Resulting Company”) bearing CIN U52100HR2007PTC093324 was incorporated on 15[th] February, 2007 under the provisions of Companies Act, 1956 as a public company, with the name and style of JHS Svendgaard Infrastructure Private Limited having its registered office situated at B-1 E/23, Mohan Cooperative Industrial Area, Mathura Road, New Delhi – 110044. Thereafter the name of Resulting Company was changed to JHS Svendgaard Retail Venture Private Limited and a fresh certificate of incorporation was issued on 29[th] December, 2016 by Registrar of Companies, NCT of Delhi and Haryana. Further, the Resulting Company had shifted its registered office from NCT of New Delhi to the State of Haryana. Presently the registered office of the Resulting Company is situated at Fifth Floor, Plot No. 107, Sector – 44, Institutional Area, Gurugram, Haryana-122001.

PAN: AABCJ8855A Email ID: [email protected]

b) The Resulting Company is a subsidiary company of the Demerged/Transferee Company. The Equity Shares of the Company are not listed on any stock exchanges.
c) The main objects of the Resulting company as per the memorandum of Association are as follows:
i. To initiate, acquire setup, establish, maintain, run, operate, take on lease, hire, franchise and manage off-line, on-line shopping stores, hyper markets, departmental stores, supermarkets, shopping malls, discount stores, speciality stores, shopping outlets, convenience stores, and to deal in, trade, import, export, market, distribute, process, pack, repack, move, preserve, repair, wholesale, retail, exchange, stock, supply indent or otherwise to act as agents, sub-agents, wholesalers, retailers, representatives, commissions agents, franchisers and dealers of all commercial, industrial, / scientific, household, domestic, agricultural, floricultural, sericulture, aqua culture and forest produce and products and by products and services thereof, fast moving consumer goods, consumer durables and other consumer’s necessities of every kind, make and sorts, on ready or forward basis, including foods and beverages of all kinds, groceries, spices and condiments,

fruits & vegetables, cookeries, bakery, confectionery, dairy and dairy products, meat and poultry products, sea foods, flowers, cosmetic, pharmaceuticals and accessories of all kinds, tea, coffee and jute, Apparels, Garments, Textiles, Finished / grey fabrics Knitted , Hosiery, linens, furnishing fabrics, fabrics of all kinds, readymade garments and clothing, leather, rubber and plastic products, footwear, Music, Books, Watches, Gifts, Toys, Stationery, glass wares, antiques, accessories, home decor items, furniture, personal care products, precious and semi-precious stones, jewellery, paper and paper products, perfumery, engineering goods, electrical & electronic goods and all other types of general goods, consumables, materials, accessories, commodities and equipment or services of every nature and other similar products.

ii. To establish and carry on in India the business of importing, exporting, buying, selling, marketing, trading, suppliers, distributorship, agency, brokers, factors, stockist, commission agents and dealers of Food & Beverage, Daily consumer Goods and other Related Items.
d) The Authorized, Issued, Subscribed and Paid-up Capital of the Resulting Company as on date is as follows:

Particulars Authorized Share Capital 1,00,00,000 Equity Shares of Rs. 10/- Each Issued, Subscribed and Paid up Share Capital 65,12,000 Equity Shares of Rs. 10 each Total	Amount (Rs.)
	10,00,00,000.00
	6,51,20,000.00
	6,51,20,000.00

e) There is no change in the name and objects of the Resulting Company in the last five years. The Resulting Company has changed its registered office from the state of Delhi to the state of Haryana and a fresh Certificate of Incorporation was issued by the by Registrar of Companies, NCT of Delhi and Haryana on 03[rd] March, 2021.
f) Details of the present promoters and directors of the Resulting Company are as follows: Promoters

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S. Name Address
No.
1. JHS Svendgaard Trilokpur Road, Kheri (Kala Amb), Tehsil –
Laboratories Limited Nahan, Distt Sirmour, Himachal Pradesh –
173030, India
2. Nikhil Nanda D-201, Defense Colony, New Delhi – 110024.
3. Sushma Nanda D-201, Defense Colony, New Delhi – 110024.
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Directors

S. No.	Name	Designation	DIN	Address
1.	Nikhil Nanda	Managing Director	00051501	D-201, Defense Colony, New Delhi – 110024.
2.	Sushma Nanda	Director	01223706	D-201, Defense Colony, New Delhi – 110024.
3.	Balbir Verma	Director	08210364	House no. A-2/126, S/F Safdarjung Enclave, NewDelhi – 110029.

g) As on 31.12.2021, the amount due to the Secured Creditors of Resulting Company is NIL and to unsecured creditors is Rs. 5,16,784/- (Rupees Five Lakhs Sixteen Thousand Seven Hundred and Eighty Four).

JHS SVENDGAARD BRANDS LIMITED

JHS Svendgaard Brands Limited (hereinafter referred to as “JSBL” or “Transferor Company”) bearing CIN was originally incorporated on 3rd April, 2008 under the provisions of Companies Act, 1956 as a public company, with the name and style of JHS Dental Care Limited having its registered office situated at B-1 E/23, Mohan Cooperative Industrial Area, Mathura Road, New Delhi – 110044. Thereafter, the name of the Transferor Company was changed to JHS Svendgaard Brands Limited and a fresh certificate of incorporation was issued on 25th April, 2017 by Registrar of Companies, NCT of Delhi and Haryana. Transferor Company had shifted its registered office from NCT of New Delhi to State of Haryana. Presently the registered office of the Transferor Company is situated at Fifth Floor, Plot No. 107, Sector – 44, Institutional Area, Gurugram, Haryana - 122001. PAN: AABCJ9853C

Email: [email protected]

The Transferor Company is an Associate Company in relation to the Demerged/Transferee Company within the meaning of Section 2(6) of the Companies Act, 2013. The Equity Shares of the Transferor Company are not listed on any stock exchanges.
The main objects of the Transferor company as per the memorandum of Association are as follows:
To initiate, acquire setup, establish, maintain, run, operate, take on lease, hire, franchise and manage off-line, on-line shopping stores, hyper markets, departmental stores, supermarkets, shopping malls, discount stores, specialty stores, shopping outlets, convenience stores, and to deal in, trade, import, export, market, distribute, process, pack, repack, move, preserve, repair, wholesale, retail, exchange, stock, supply indent or otherwise to act as agents, sub-agents, wholesalers, retailers, representatives, commissions agents, franchisers and dealers of all commercial, industrial, / scientific, household, domestic, agricultural, floricultural, sericulture, aqua culture and forest produce and products and by products and services thereof, fast moving consumer goods, consumer durables and other consumer’s necessities of every kind, make and sorts, on ready or forward basis, including foods and beverages of all kinds, groceries, spices and condiments, fruits & vegetables, cookeries, bakery, confectionery, dairy and dairy products, meat and poultry products, sea foods, flowers, cosmetic, pharmaceuticals and accessories of all kinds, tea, coffee and jute, Apparels, Garments, Textiles, Finished / grey fabrics Knitted , Hosiery, linens, furnishing fabrics, fabrics of all kinds, readymade garments and clothing, leather, rubber and plastic products, footwear, Music, Books, Watches, Gifts, Toys, Stationery, glass wares, antiques, accessories, home decor items, furniture, personal care products, precious and semi-precious stones, jewellery, paper and paper products, perfumery, engineering goods, electrical & electronic goods and all other types of general goods, consumables, materials, accessories, commodities and equipment or services of every nature and other similar products.

To establish and carry on in India the business of importing, exporting, buying, selling, marketing, trading, suppliers, distributorship, agency, brokers, factors, stockist, commission agents and dealers of Food & Beverage, Daily consumer Good and other Related Items.

iii. To carry on the business of selling/buying o goods and services through the medium of internet and retail shops/franchises & to own and run websites and retail shops will be active in all activities like logistics which enable it to sell goods and services to its customers.
iv. To carry on all or any of the business pertaining to manufacture, processing and trading either directly or through collaboration, joint venture or under licence, trade agreements or as ancillary units for Indian and export markets of components and equipments used in Electronics/ Telecommunications, Industry, Telematic Operations and in allied fields, organizing, participating in trade fairs, exhibitions, advertisements in India and abroad either with exclusive right or otherwise of Telecommunications Industries, Engineering Industries, Consumer Industries, Utilities, Scientific, educational and allied industries , and also carry on the business of research and development, design, manufacture, assembly, consultancy, installation, training, planning of electronics, Telecommunication, information technology equipment and related systems, ancillaries, components, modules, subassembly and trading, buying and selling and otherwise deal in all kind of electronics, Telecommunication and information technology and such other related systems, and to organize and co-ordinate industrial projects and co-operative research and development projects which are related to electronics, telecommunication technology.
d) The Authorized, Issued, Subscribed and Paid-up Capital of the Transferor Company as on date is as follows:

Particulars	Amount (Rs.)
Authorized Share Capital 1,60,00,000 Equity Shares of Rs. 10 Each	16,00,00,000.00
Issued, Subscribed and Paid up Share Capital 1,56,97,529 EquityShares of Rs. 10 each	15,69,75,290.00
Total	15,69,75,290.00

e) Details of change in name, registered office or objects of the Transferor Company during the last five years :
The Transferor Company has changed its registered office from the state of Delhi to the state of Haryana and a fresh Certificate of Incorporation was issued by the by Registrar of Companies, NCT of Delhi and Haryana on 19[th] March, 2021
There is no change in the object clause and name clause of the Transferor Company during the last five years.
f) Details of the present promoters and directors of the Transferor Company are as follows:

Promoters

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S. Name Address
No.
1. JHS Svendgaard Trilokpur Road, Kheri (Kala Amb), Tehsil – Nahan,
Laboratories Limited Distt Sirmour, Himachal Pradesh – 173030, India
2. Nikhil Nanda D-201, Defense Colony, New Delhi – 110024.
3. Sushma Nanda D-201, Defense Colony, New Delhi – 110024.
4. Ashna Kochhar 257, Gulmohar Enclave, New Delhi-110049
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Directors

S. No.	Name	Designa tion	DIN	Address
1.	Nikhil Nanda	Director	00051501	D-201, Defense Colony, New Delhi – 110024.
2.	Sushma Nanda	Director	01223706	D-201, Defense Colony, New Delhi – 110024.
3.	Chhabi Lal Prasad	Director	01286188	House No. 11 A, Gali No.-54, Molarband Extension, New Delhi – 110044.
4.	Safir Anand	Director	02117658	1, Jaipur Estate Nizamuddin East Delhi – 110013.
5.	Vinay Mittal	Director	08232559	A-802, Amrapali Sapphire, Sector-45, Gautam Buddha Nagar, Noida Uttar Pradesh – 201301.

g) As on 31.12.2021, the amount due to the Secured Creditors of Transferor Company is Rs. 4,54,678/- (Rupees Four Lacs Fifty Four Thousand Six Hundred and Seventy Eight) and to Unsecured Creditors is Rs. 1,25,40,971/- (Rupees One Crore Twenty Five Lacs Forty Thousand Nine Hundred and Seventy One).

C. JHS SVENDGAARD LABORATORIES LIMITED

a) JHS SVENDGAARD LABORATORIES LIMITED (herein after referred to as “JSLL” or “Demerged Company”/ “Transferee Company” ), bearing CIN L74110HP2004PLC027558 was incorporated on 8[th] October, 2004 under the provisions of Companies Act, 1956. The registered office of the Transferee Company is situated at Trilokpur Road, Kheri (Kala Amb), Tehsil - Nahan, Distt. Sirmour, Himachal Pradesh - 173030, India. The Transferee Company is widely held public listed company and the shares are listed on BSE Limited and National Stock Exchange of India Limited. PAN: AABCJ5766G

Email ID: [email protected]

b) The Demerged/Transferee Company is engaged in the business manufacturing and selling of toothbrushes, toothpastes, mouthwash, denture tablets, and other allied oral care products. Apart from working on its own brands, the company also offers contract manufacturing partnership to brands in the domestic and the international market.
c) The main objects of the Demerged/Transferee Company as per the memorandum of Association are as follows:
i. To carry on business of manufacturer, exporters, importers, traders, buyers and sellers of Oral Hygiene products (including tooth brushes & tooth pastes) whether raw, semi-finished and finished
ii. To manufacturer basic drugs, herbal remedies, Ayurvedic medicines/preparations, Medicines of all kinds of chemicals and intermediaries used in manufacture of medicines
iii. To manufacture, buy, sale, import, export, distribute and to deal in any other manner possible, in automobile parts of all kinds & descriptions (whether electronic or not ), automotive and other gears, transmission axles, blades, Universal joints, springs, spring leaves, head lamps, sealed beams, clutch facing and brake lining component parts , spare parts, accessories and fittings of all kinds for the said articles and things used in connection with the manufacture thereof,

alloy springs, steel billets, flats and bars, pressed and other engineering items and other related items for motor cars, motor truck, buses, tractors, vans, jeeps, lorries, motor launches, motor cycles, cycles and vehicles and conveyances of all kinds.

d) The Authorized, Issued, Subscribed and Paid-up Capital of the Transferee Company as on date is as follows:

Particulars	Amount (Rs.)
Authorized Share Capital 7,00,00,000 Equity Shares of Rs. 10 Each	70,00,00,000.00
Issued, Subscribed and Paid up Share Capital 6,49,00,465 Equity Shares of Rs. 10 each	64,90,04,650.00
Total	64,90,04,650.00

e) There is no change in the name and registered office of the Demerged/Transferee Company in the last five years. However, the Company has changed its objects for which the certificate was issued by the Registrar of Companies, Himachal Pradesh on 10[th] September, 2020.
f) Details of the present promoters and directors of the Demerged/Transferee Company are as follows:

Promoters

S. No.	Name	Address
1.	Sushma Nanda	D-201,Defense Colony, NewDelhi – 110024.
2.	Harish Chander Nanda	D-201,Defense Colony,New Delhi – 110024.
3.	NikhilNanda	D-201,Defense Colony, NewDelhi – 110024.
4.	DaljitSinghGrewal	House No.203, Sector35/A, Chandigarh

Directors

S. No.	Name	Designatio n	DIN	Address
1.	Nikhil Nanda	Managing Director	00051501	D-201, Defense Colony, New Delhi – 110024.
2.	Mukul Pathak	Director	00051534	G-12, Block G, Sarita Vihar, New Delhi – 110044.
3.	Rajagopal Chakravarthi Venkateish	Director	00259537	S-16/11, DLF City, Phase-III, Gurgaon Haryana – 122002.
4.	Kapil Minocha	Director	02817283	E-36A Naraina Vihar New Delhi – 110028.
5.	Rohina Sanjay Sangtani	Director	07520124	G-1/2, A/105, Plot No. 38, Residency Aurobindo Marg Lokhandwala Complex, Andheri West Azad Nagar Andheri

				Maharashtra – 400053.
6.	Vinay Mittal	Director	08232559	A-802, Amrapali Sapphire, Sector-45, Gautam Buddha Nagar, Noida, Uttar Pradesh-201301

  - g) As on 31.12.2021, the amount due to the Secured Creditors of Demerged / Transferee Company is Rs. 63,50,864/- (Rupees Sixty Three Lakhs Fifty Thousand Eight Hundred Sixty Four) and to Unsecured Creditors is Rs. 15,08,37,904/- (Rupees Fifteen Crores Eight Lakhs Thirty Seven Thousand Nine Hundred and Four).

5. Relationship between Resulting Company, Transferor Company and Demerged/Transferee company

The Resulting Company is a subsidiary company of the Demerged/Transferee Company. The Transferor Company is an associate company in relation to the Demerged/Transferee Company.

6. Details of the of the Board meeting at which the proposed Scheme was approved by the Board of Directors of the Resulting Company, Transferor Company and Demerged/Transferee company 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.

For Resulting Company:

Date of the Board meeting at which the Scheme was approved by the Board of directors: 9[th] October, 2020.

S. No.	Name of the directors	Details (voted in favour/ voted against/ didn’t vote)
1	Nikhil Nanda	Voted in favour
2	Sushma Nanda	Voted in favour

For Transferor Company:

Date of the Board meeting at which the Scheme was approved by the Board of Directors: 9[th] October, 2020.

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S. Name of the directors Details (voted in favour/ voted against/ didn’t
No. vote)
1 Nikhil Nanda Voted in favour
2 Nikhil Vora Voted in favour
3 Chhabi Lal Prasad Voted in favour
4 Vinay Mittal Voted in favour
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For Demerged/Transferee Company:

Date of the Board meeting at which the Scheme was approved by the Board of directors: 9[th] October, 2020.

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S. Name of the directors Details (voted in favour/ voted against/ didn’t
No. vote)
1 Nikhil Nanda Voted in favour
2 Mukul Pathak Voted in favour
3 Kapil Minocha Voted in favour
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4 Nikhil Vora Voted in favour

7. Approvals Required

For the purpose of giving effect to the proposed Scheme, following approvals are required:

S. No.	Particulars	Status of Approval/NOC
1.	SEBI through Stock Exchanges	BSE Limited was appointed as the designated Stock Exchange by the Demerged Company / Transferee Company for the purpose of coordinating with SEBI, pursuant to SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020. The Demerged Company/Transferee Company has received Observation letters regarding the Scheme from BSE Limited (BSE) and from National Stock Exchange of India Ltd (NSE) dated 08th December, 2021. There are no adverse observations made by BSE and NSE. Copy of the Observation letter received from BSE and NSE is attached to this Notice.

8. Per and Post Capital Structure:

For Resulting Company

Category of shareholder	Pre	Pre	Post	Post
	No. of Shares	% of Holding	No. of Shares	% of Holding
Promoter	65,12,000	100	27,51,798	42.32
Public	-	-	37,50,249	57.68
Custodian	-	-	-	-
Total	65,12,000	100	6,502,047	100

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For Transferor Company
Category of Pre Post
shareholder
No. of Shares % of Holding No. of Shares % of Holding
Promoter 81,48,887 51.91 - -
Public 75,48,642 48.09 - -
Custodian - - - -
Total 1,56,97,529 100 - -
For Demerged / Transferee Company
Category of Pre Post
shareholder
No. of Shares % of Holding No. of Shares % of Holding
Promoter 2,68,97,988 44.17 2,95,71,320 37.72
Public 3,40,02,477 55.83 4,88,25,442 62.28
Custodian - - - -
Total 6,09,00,465 100 7,83,96,762 100
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9. Summary of Share Entitlement Ratio Report and Fairness Opinion:

a) Valuation Report dated 09[th] October, 2020 issued by Mr. Ajay Kumar Siwach-registered valuer and Valuation Report dated 31[st] December, 2020 by Abhay Kaushik and Company, Independent Chartered Accountant. Fairness opinion dated 09[th] October, 2020 issued by 3Dimensions Capital Services Private Limited, SEBI Registered Category-I, Merchant Banker. Share Entitlement Ratio is as under –

Demerger of Demerged Undertaking of Demerged Company into Resulting Company:

Resulting Company shall issue and allot to each of the shareholders of the Demerged Company shares in proportion of: 1 (one) equity share of the face value of Rs. 10/(Rupees ten) each at par in the Resulting Company for every 10 (Ten) equity shares of face value of Rs. 10/- (Rupees Ten) each held in the Demerged Company.

Amalgamation of Transferor Company with the Demerged/Transferee Company:

Transferee Company shall issue and allot to each of the shareholders of the Transferor Company shares in proportion of: 150 (One Hundred Fifty) Equity shares of face value of Rs.10/- (Rupees Ten) each in Transferee Company for every 100 (One Hundred) Equity shares of face value of Rs.10/- (Rupee Ten) each held by them in “Transferor Company”.

b) In compliance of the observation letter issued by BSE Limited and National Stock Exchange of India Limited, the Company obtained another Share Entitlement Ratio Report dated 22[nd] February, 2022 from the registered valuer, Mr. Ajay Kumar Siwach which was filed before NCLT, Chandigarh Bench for disclosure purpose. Share Entitlement Ratio as envisaged in the Share Entitlement Ratio Report dated 22[nd] February, 2022 is as under –

Demerger of Demerged Undertaking of Demerged Company into Resulting Company:

1 (one) equity share of face value of Rs. 10/- (Rupees ten) each at par in the Resulting Company for every 10 (Ten) equity shares of face value of Rs. 10/- (Rupees Ten) each held in the Demerged Company.

Amalgamation of Transferor Company with the Demerged/Transferee Company:

Transferee Company shall issue and allot to each of the shareholders of “Transferor Company” shares in proportion of 137 (One Hundred and Thirty Seven) Equity shares of face value of Rs.10/- (Rupees Ten) each in Transferee Company for every 100 (One Hundred) Equity shares of face value of Rs.10/- (Rupee Ten) each held by them in “Transferor Company”.

c) Further, the Valuation Reports will be available for inspection at the registered office of the Demerged Company / Transferee Company up to 1 (One) day up to the date of the meeting on all working days between 11:00 AM (IST) to 5:00 PM (IST).

10. There is no Capital/Debt Restructuring in the Scheme.

11. The Rationale and Benefit of the Scheme:

The Board of Directors of the Companies are of the view that the (a) Demerger of the Retail Investment Division of the Demerged Company into the Resulting Company and (b) Amalgamation of Transferor Company with the Transferee Company, pursuant to this Composite Scheme of Arrangement, inter alia, would lead to the following benefits:
The demerger of the Retail Investment Division of the Demerged Company into the Resulting Company shall provide the following benefits:
- I. Creation of a separate, distinct and focussed entity housing the Retail Business leading to greater operational efficiencies for the Retail Business;
- II. Independent setup of each of the undertaking of the Demerged Company and the Resulting Company will ensure required depth and focus on each of the companies and adoption of strategies necessary for the growth of the respective companies. The structure shall provide independence to the management in decisions regarding the use of their respective cash flows for dividends, capital expenditure or other reinvestment in their respective businesses;
- III. Unlocking of value for shareholders of the Demerged Company by transfer of the Retail Business, which would enable optimal exploitation, monetization and development of both, Residual Undertaking and the Retail Business by attracting focused investors, joint venture partners and strategic partners having the necessary ability, experience and interests in this sector and by allowing pursuit of inorganic and organic growth opportunities in such businesses; and
- IV. Enabling the business and activities to be pursued and carried on with greater focus and attention through two separate companies each having its own separate administrative set up and dedicated management.
The amalgamation of the Transferor Company into the Transferee Company shall provide the following benefits:
- I. The Transferor Company and Transferee Company are engaged in similar nature of business, i.e. Oral Care Products. Hence, the amalgamation of Transferor Company with Transferee Company shall result in the consolidation of similar line of business and result in saving of administrative costs and various other overheads.
- II. Apart from above, the amalgamation shall result in following benefits -
  - Financial strength and flexibility for the Transferee Company, which would result in maximising overall shareholder value, and will improve the competitive position of the combined entity.
  - Achieve greater efficiencies in operations with optimum utilization of resources, better administration and reduced cost.
  - Cost savings are expected to flow from more focused operational efforts, rationalization, standardization and simplification of business processes, productivity improvements, and the elimination of duplication, and optimum rationalization of administrative expenses and utilization of human resources.
  - Improved organizational capability and leadership arising from pooling of financial, managerial and technical resources.
  - A larger growing company will mean enhanced financial and growth prospects for the people and organization connected therewith, and will be in public interest. The amalgamation will conducive for better and more efficient and economical control over the business and financial conduct of the Companies.

12. Salient features of the Scheme are:

(a) Appointed Date means 1[st] April, 2020 or such other date as may be approved by the National Company Law Tribunal (NCLT) or by such other competent authority having jurisdiction over the Applicant Companies;
(b) Effective Date means the date on which the certified copy of the order of the Hon’ble National Company Law Tribunal of relevant jurisdiction under Sections 230 and 232 of the Act sanctioning the Scheme is filed with the concerned Registrar of Companies.

(c) This Scheme is divided into the following chapters:

Chapter 1: General Provisions used in this Scheme including Definitions and Capital Structure of the Companies.
Chapter 2: Specific provisions governing “Demerger of the Retail Investment Division (Demerged Undertaking) of JHS Svendgaard Laboratories Limited (Demerged Company) into JHS Svendgaard Retail Ventures Private Limited (Resulting Company)”;
Chapter 3: Specific provisions governing “Transfer and vesting of undertaking of JHS Svendgaard Brands Limited (Transferor Company) with JHS Svendgaard Laboratories Limited (Transferee Company)”;
Chapter 4: Specific provisions governing “Issue of shares by the Resulting Company to the shareholders of the Demerged Company and listing of the equity shares, issued thereof by the Resulting Company. This part of the Scheme also deals with Accounting Treatment for the demerger in the books of Demerged Company and Resulting Company”;
Chapter 5: Specific provisions governing “Issue of shares by the Transferee Company to the shareholders of the Transferor Company. This part of the Scheme also deals with Accounting Treatment for the amalgamation in the books of Transferee Company”; and
- Chapter 6: General Terms and Conditions as applicable to the composite Scheme of Arrangement.

CHAPTER 2 DEMERGER OF “RETAIL INVESTMENT DIVISION” (DEMERGED UNDERTAKING) OF THE DEMERGED COMPANY INTO RESULTING COMPANY

1. TRANSFER OF DEMERGED UNDERTAKINGS

Upon this Scheme becoming effective and with effect from the Appointed Date and pursuant to Section 230 and Section 232 of the Companies Act, 2013 and other applicable provisions of law for the time being in force, and pursuant to the orders of the NCLT or other appropriate authority or forum, if any, sanctioning the Scheme, without any further act, instrument, deed, matter or thing, the Demerged Undertaking shall stand vested in the Resulting Company, as a going concern, together with all its properties, assets, rights, benefits and interest therein.

2. TRANSFER OF ASSETS

(i) Upon this Scheme becoming effective and with effect from the Appointed Date, all assets relating to the Demerged Undertaking as are movable or immovable in nature or are otherwise capable of transfer by manual delivery or by endorsement and acknowledgement of possession pursuant to this Scheme, shall stand transferred and vested as such by the Demerged Company and shall become the property and an integral part of the Resulting Company. The vesting pursuant to this sub-clause shall be deemed to have occurred by manual delivery or endorsement, as appropriate to the property being vested and title to the property shall be deemed to have been transferred accordingly.
(ii) Upon this Scheme becoming effective and with effect from the Appointed Date, any and all movable properties of the Demerged Company relating to the Demerged Undertaking, other than those specified in sub-clause (i) above, including sundry debtors, outstanding loans and advances and other current assets, if any, recoverable in cash or in kind or for value to be received, cash & bank balances and deposits, shall without any further act, instrument or deed, become the property of the Resulting Company.
(iii) Upon this Scheme becoming effective and with effect from the Appointed Date, all assets, estate, rights, title, interest and authorities acquired by the Demerged

Company after the Appointed Date and prior to the Effective Date pertaining to the Demerged Undertaking shall also stand transferred to and vested in the Resulting Company upon coming into effect of the Scheme.

3. TRANSFER OF LIABILITIES AND RELATED SECURITIES/ CHARGES

(i) Upon this Scheme becoming effective and with effect from the Appointed Date, all debts, liabilities and obligations, whether recorded or not, of the Demerged Company relating to the Demerged Undertaking, as on the close of business on the day immediately preceding the Appointed Date (hereinafter referred to as the Transferred Liabilities) shall become the debts, liabilities, duties and obligations of the Resulting Company, upon the Scheme becoming effective, who shall undertake to meet, discharge and satisfy the same to the exclusion of the Demerged Company. All the debts, liabilities, duties and obligations, secured or unsecured, whether recorded or not, relating to the remaining business shall continue to remain in the Demerged Company. Upon this Scheme becoming effective and with effect from the Appointed Date, where any of the liabilities and obligations of the Demerged Undertaking as on the Appointed Date deemed to be transferred to the Resulting Company have been discharged by the Demerged Company after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been taken for and on account of the Resulting Company and all loans raised and used and all liabilities and obligations incurred by the Demerged Company for the operations of the Demerged Undertaking after the Appointed Date and prior to the Effective Date shall be deemed to have been raised, used or incurred for and on behalf of the Resulting Company and to the extent they are outstanding on the Effective Date shall also without any further act or deed be and stand transferred to the Resulting Company and shall become liabilities of the Resulting Company which shall meet, discharge and satisfy the same. Such liabilities shall also form part of the Transferred Liabilities as defined hereinabove.
(ii) Upon this Scheme becoming effective and with effect from the Appointed Date, in so far as the existing security in respect of the Transferred Liabilities of the Demerged Undertaking is concerned, such security shall continue to extend to and operate over the assets comprised in the Demerged Undertaking, as the case may be, which have been charged in respect of the Transferred Liabilities as transferred to the Resulting Company pursuant to this Scheme. Provided, however, that if any of the assets comprised in the Demerged Undertaking which have not been charged or secured in respect of the Transferred Liabilities, such assets shall be transferred to the Resulting Company as unencumbered assets and in the absence of any formal amendment, which may be required by a lender or third party, shall not affect the operation of the above and this Scheme shall not operate so as to require any charge or security to be created on such assets in relation to the Transferred Liabilities as defined hereinabove.
(iii) Further, in so far as the assets comprised in the Demerged Undertaking is concerned, the security and charge over such assets relating to any loans or borrowings which are not transferred pursuant to this Scheme (and which shall continue with the Remaining Businesses), shall without any further act or deed be realized from such encumbrance and shall no longer be available as security in relation to such liabilities.
(iv) Without prejudice to the provisions of the foregoing clauses and upon the Scheme becoming effective, the Demerged Company and the Resulting Company, if required, may execute any instruments or documents or do all acts and deeds as may be required, including the filing of necessary particulars and/or modification(s) of charge, with the ROC to give formal effect to the above provisions.
(v) Upon the coming into effect of this Scheme and with effect from the Appointed Date, the Resulting Company alone shall be liable to perform all obligations in respect of the Transferred Liabilities and the Demerged Company shall not have any obligations

in respect of the Transferred Liabilities, and the Resulting Company shall indemnify the Demerged Company in this behalf.

(vi) It is expressly provided that, save as mentioned in this Clause, no other term or condition of the Transferred Liabilities is modified by virtue of this Scheme except to the extent that such amendment is required by necessary implication.
(vii) Subject to the necessary consents being obtained, if required, in accordance with the terms of this Scheme, the provisions of this Scheme, if approved by Hon’ble NCLT, 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.

4. TRANSFER OF CONTRACTS, AGREEMENTS, MOU, PERMITS, QUOTAS AND LICENCE OF DEMERGED UNDERTAKING.

(i) Upon the coming into effect of this Scheme and with effect from the Appointed Date, any and all contracts, agreements, memoranda of undertakings, memoranda of agreements, memoranda of agreed points, letters of agreed points, arrangements, undertakings, whether written or otherwise, deeds, bonds, schemes, arrangements, tenancy or leasehold or hire purchase agreements and other instruments of whatsoever nature in relation to the Demerged Undertaking, to which the Demerged Company are a party or to the benefits of which, the Demerged Undertaking may be eligible and which are subsisting or having effect immediately before the Effective Date shall be in full force and effect, on or against or in favor of the Resulting Company and may be enforced as fully and effectually as if, instead of the Demerged Company, the Resulting Company had been a party or beneficiary or oblige thereto;
(ii) Upon the coming into effect of this Scheme and with effect from the Appointed Date, all permits, quotas, rights, entitlements, licenses including those relating to tenancies, privileges, powers, facilities of every kind and description of whatsoever nature, leave and license agreements, trade mark licenses including application for registration of trade mark , storage & warehousing agreements, commission agreements, Lease agreements, Hire Purchase Agreements, franchisee agreements in relation to the Demerged Undertaking to which the Demerged Company are a party or to the benefit of which the Demerged Company may be eligible and which are subsisting or having effect immediately before the Effective Date shall be and remain in full force and effect in favour of or against Resulting Company as the case may be, and may be enforced as fully and effectually as if, instead of the Demerged Company, the Resulting Company had been a party or beneficiary or oblige thereto;
(iii) Upon the coming into effect of this Scheme and with effect from the Appointed Date, any and all statutory licenses, no-objection certificates, permissions, approvals, consents, quotas, rights, entitlements, trade mark licenses including application for registration of trade mark, licenses including those relating to privileges, powers, facilities of every kind and description of whatsoever nature and the benefits thereto, in relation to the Demerged Undertaking shall stand transferred to or vested in the Resulting Company, without any further act or deed done by the Demerged Company and the Resulting Company and shall be appropriately mutated by the statutory authorities concerned therewith in favor of the Resulting Company upon the vesting and transfer of the Demerged Undertaking pursuant to this Scheme.
(iv) Upon the coming into effect of this Scheme and with effect from the Appointed Date, any such statutory and regulatory no-objection certificates, licenses, permissions, consents, approvals, authorizations or registrations, trade mark licenses including application for registration of trade mark as are jointly held for Demerged Undertaking and the remaining businesses, including the statutory licenses, permissions or approvals, registrations under Sales Tax/VAT, Service Tax, Shops and Establishments Act or consents required to carry on the operations in the remaining businesses, shall be deemed to constitute separate licenses, permissions, no-objection

certificates, consents, approvals, authorities, registrations or statutory rights and the relevant or concerned statutory authorities and licensors shall endorse and/or mutate or record the separation, pursuant to the filing of this Scheme as sanctioned by the Hon'ble NCLT, with such authorities and licensors after the same becomes effective, so as to facilitate the continuation of operations in the Resulting Company without hindrance from the Appointed Date.

The benefit of all statutory and regulatory permissions, licenses and consents including the statutory licenses, permissions or approvals or consents required to carry on the operations of the Demerged Undertaking shall vest in and become available to the Resulting Company pursuant to the Scheme.

(v) All contractors hitherto engaged by the Demerged Company in relation to the Demerged Undertaking shall be deemed to be engaged by the Resulting Company for the same purpose on the same terms and conditions.

5. EMPLOYEE MATTERS

(i) Upon the coming into effect of this Scheme and with effect from the Appointed Date, the services of all Employees of the Demerged Company employed in the Demerged Undertaking shall stand transferred to the Resulting Company on the same terms and conditions at which these Employees are engaged by the Demerged Company without any interruption of service as a result of the transfer. The Resulting Company also undertakes to accept and abide by any change in terms and conditions that may be agreed/ affected by the Demerged Company with all such Employees between the Appointed Date and Effective Date.
(ii) The Resulting Company undertakes to continue to abide by any agreements/ settlements entered into by the Demerged Company in respect of Demerged Undertaking with any union/ representatives of the Employees of the Demerged Company. The Resulting Company agrees that the Resulting Company shall take the services of all such employees with the Demerged Company up to the Effective Date into account for the purpose of all retirement benefits payable to such employees subsequently. The Resulting Company further agrees that for the purpose of payment of any retrenchment compensation, gratuity and other terminal benefits, such past services with the Demerged Company shall also be taken into account and agrees and undertakes to pay the same as and when payable.

(iii) In so far as the existing provident fund, gratuity fund and pension and/or superannuation fund, employees state insurance schemes, trusts, retirement fund or benefits and any other funds or benefits created by the Demerged Company for the Employees related to the Demerged Undertaking (collectively referred to as the “Funds”), the Funds and such of the investments made by the Funds which are preferable to the Employees related to the Demerged Undertaking being transferred to the Resulting Company in terms of Sub Clause (i) of Clause 5 above shall be transferred to the Resulting Company and shall be held for their benefit pursuant to this Scheme. The Resulting Company in its sole discretion, will establish necessary Funds to give effect to the above transfer or deposit the same in the schemes governed under the applicable laws and rules made there under, as amended from time to time, namely Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 and/or Employees State Insurance Act, 1948 and/or Payment of Gratuity Act, 1972. In the event that the Resulting Company does not have its own funds in respect of any of the above, the Resulting Company may, subject to necessary approvals and permissions, continue to contribute to the relevant Funds of the Demerged Company, until such time that the Resulting Company creates its own fund, at which time the Funds and the investments and contributions pertaining to the Employees related to Demerged Undertaking shall be transferred to the funds created by the Resulting Company.

6. LEGAL PROCEEDING

If any suit, appeal or other proceedings relating to Demerged Undertaking of whatsoever nature by or against the Demerged Company is pending the same shall not be transferred to Resulting Company and the proceedings may be continued, prosecuted and enforced, by or against the Demerged Company in the same manner and to the same extent as they would or might have been continued, prosecuted and enforced by or against the Demerged Company, as if this Scheme had not been made.

7. INCOME TAX AND OTHER PROVISIONS

(i) Upon the Scheme becoming effective, the Demerged Company and the Resulting Company shall have the right to revise their respective financial statements and returns along with prescribed forms, filings and Annexures under the Income Tax Act, 1961, central sales tax, applicable state value added tax, service tax law, goods and services tax laws, excise duty laws and other tax laws, and to claim refunds and/or credit for taxes paid (including minimum alternate tax, tax deducted at source, wealth tax, etc.) and for matters incidental thereto, if required to give effect to the provisions of the Scheme.
(ii) Any refunds or credits, under the Income Tax Act, 1961, Service tax laws, goods and services tax laws, excise duty laws, central sales tax, applicable state value added tax laws or other applicable laws/ regulations dealing with taxes/ duties/ levies due to Demerged Company relating to Demerged Undertaking consequent to the assessment made on Demerged Company (including any refund for which no credit is taken in the accounts of the Demerged Company) as on the date immediately preceding the Appointed Date shall also belong to and be received by the Resulting Company upon this Scheme becoming effective.
(iii) The tax payments (including but not limited to income tax, service tax, goods and services tax laws, excise duty, central sales tax, applicable state value added tax, etc.) whether by way of tax deducted at source, advance tax or otherwise howsoever, by the Demerged Company relating to Demerged Undertaking after the Appointed Date, shall be deemed to be paid by the Resulting Company and shall, in all proceedings, be dealt with accordingly.
(iv) Further, any tax deducted at source by Demerged Company with respect to Demerged Undertaking on transactions with the Resulting Company, if any (from Appointed Date to Effective Date) shall be deemed to be advance tax paid by the Resulting Company and shall, in all proceedings, be dealt with accordingly.
(v) Upon the Scheme coming into effect, any obligation of tax at source on any payment made by or to be made by the Demerged Company relating to Demerged Undertaking shall be made or deemed to have been made and duly complied with by the Resulting Company.

8. OTHER PROVISIONS

(i) The Demerged Company and the Resulting Company may, after the Scheme becomes effective, for the sake of good order, execute amended and re-stated arrangements or confirmations or other writings, for the ease of the Demerged Company, the Resulting Company and the counter party concerned in relation to the Remaining Business and the Demerged Undertaking, without any obligation to do so and without modification of any commercial terms or provisions in relation thereto.
(ii) Upon the Scheme becoming effective, the Resulting Company shall secure the change in record of rights and any other records relevant for mutating the legal ownership of any immovable property vested with the Resulting Company and relating to the Demerged Undertaking. The Demerged Company and the Resulting Company are jointly and severally authorized to file such declarations and other writings to give effect to this Scheme and to remove any difficulties in implementing the terms hereof.

9. CONDUCT OF BUSINESS

(i) With effect from the Appointed Date and up to and including the Effective Date:
(i) The Demerged Company shall be deemed to have been carrying on all business and activities relating to the Demerged Undertaking for and on behalf of and in trust for the Resulting Company: and
(ii) All income, expenditures including management costs, profits accruing to the Demerged Company and all taxes thereof or losses arising or incurred by it relating to the Demerged Undertaking shall, for all purposes, be treated as the income, expenditures, profits, taxes or losses, as the case may be, of the Resulting Company.
(ii) With effect from the Effective Date, the Resulting Company shall be duly authorized to carry on the business of the Demerged Undertaking, previously carried on by the Demerged Company.
(iii) The Resulting Company unconditionally and irrevocably agrees and undertakes to pay, discharge and satisfy all the liabilities and obligations of the Demerged Undertaking with effect from the Appointed Date, in order to give effect to the foregoing provisions.
(iv) The Demerged Company and the Resulting Company are expressly permitted to revise their Income Tax, Wealth Tax, Sales Tax, goods and services Tax, VAT and all other statutory returns, including without limitation TDS certificates and the right to claim refund, advance tax credits etc., upon the Scheme becoming effective. It is specifically declared that the taxes paid by the Demerged Company relating to the period on or after the Appointed Date whether by way of deduction at source or advance tax, which pertains to the Demerged Undertaking, shall be deemed to be the taxes paid by the Resulting Company and the Resulting Company shall be entitled to claim credit for such taxes deducted/ paid against its tax liabilities notwithstanding that the certificates/ challans or other documents for payment of such taxes are in the name of the Demerged Company.

CHAPTER 3 TRANSFER & VESTING OF UNDERTAKING OF TRANSFEROR COMPANY INTO TRANSFEREE COMPANY

1. With effect from the Appointed Date and upon the Scheme becoming effective, the entire business and the whole of the undertaking(s), properties and liabilities of Transferor Company shall, in terms of Section 230 and 232 and applicable provisions, if any, of the Companies Act, 2013 and pursuant to the orders of the Hon’ble NCLT or any other appropriate authority or forum, if any, sanctioning the Scheme, without any further act, instrument, deed, matter or thing, stand transferred and vested in and/ or deemed to be transferred to and vested in Transferee Company as a going concern so as to become, as and from the Appointed Date, the undertaking(s), properties and liabilities of Transferee Company by virtue of and in the manner provided in this Scheme.

2. With effect from the Appointed Date and upon the Scheme becoming effective, the entire business and undertaking of Transferor Company shall stand transferred to and be vested in Transferee Company without any further deed or act, together with all their properties, assets, rights, benefits and interest therein, subject to existing charges thereon in favour of banks and financial institutions, as the case may be, in the following manner:

3. TRANSFER OF ASSETS

Upon the sanction of the Scheme by the Hon’ble NCLT, and without prejudice to the generality of the preceding clause, upon the coming into effect of the Scheme and with effect from the Appointed Date:

3.1. All immovable properties, assets and rights in the immovable properties of the Transferor Company, whether freehold or leasehold or converted or otherwise and in terms of such permitted usage as mentioned therein and all documents of title, rights and easements in relation thereto shall pursuant to the provisions of Sections 230 to 232 of the Act and pursuant to the orders of the Hon’ble NCLT or any other appropriate authority sanctioning the Scheme and without any further act or deed shall stand transferred to and vested in and/or deemed to be transferred to and vested in the Transferee Company, as a going concern, subject to all the encumbrances, fixed and/or floating charges and/or rights given to the lenders of the other divisions of Transferor Company, if any, affecting the same or any part hereof and arising out of liabilities which shall also stand transferred to the Transferee Company. The Transferee Company shall be entitled to and exercise all rights and privileges attached thereto and shall be liable to pay ground rent, taxes and to fulfill obligations in relation to or applicable to such immovable properties. The Transferee Company shall under the provisions of Scheme be deemed to be authorized to execute such instruments, deeds and writing on behalf of the Transferor Company to implement or carry out all such formalities or compliances to give effect to the provisions of this Scheme. The mutation of the title to the immovable properties shall be made and duly recorded by the appropriate authorities pursuant to the sanction of the Scheme and upon the Scheme becoming effective, in accordance with the terms hereof, in favour of the Transferee Company. Any inchoate title or possessory title of the Transferor Company shall be deemed to be the title of the Transferee Company.
3.2. In respect of all the movable assets of the Transferor Company and the assets which are otherwise capable of transfer by physical delivery or endorsement and delivery, including, but not limited to, stock of goods, raw materials available in the market/ depots/ Godown / factories, sundry debtors, plants and equipment’s, temporary structure, sheds which can be dismantled and transferred by delivery, outstanding loans and advances, insurance claims, advance tax, Minimum Alternate Tax (MAT), Goods and Service Tax (GST), set-off rights, pre-paid taxes, levies/liabilities, CENVAT/VAT credits or refunds, if any, recoverable in cash or in kind or for value to be received, bank balances, earnest money and deposits, if any, with Government, Semi-Government, quasi – government or other authority or body or with any company or local and other persons or any other assets otherwise capable of transfer by physical delivery would get transferred by physical delivery only and all others assets would get transferred by endorsement and delivery by vesting and recordable pursuant to this Scheme, shall stand vested in Transferee Company, and shall become the assets and an integral part of Transferee Company without any further instrument, deed or act or payment of any further fee, charge or securities.
3.3. Without prejudice to the generality of the foregoing, upon the coming into effect of this Scheme on the Appointed Date, all consents, permissions, licenses, approvals, certificates, clearances and authorities including the licenses required for production and distribution of products of the Transferor Company in India and overseas market, and any other licenses, given by, issued to or executed in favour of the Transferor Company in relation to the business as on the Appointed Date, 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 rights and benefits under the same shall be available to the Transferee Company. Any registration fees, charges, etc paid by the Transferor Company in relation to the aforementioned consents, permissions, licenses, approvals, certificates, clearances and authorities, shall deemed to have been paid by the Transferee Company.
3.4. With effect from the Appointed Date, Transferee Company shall be entitled to exercise all rights and privileges and be liable to pay ground rent, taxes and fulfill obligations, in relation to or applicable to such immovable properties. The mutation/substitution of the title to the immovable properties shall be made and duly recorded in the name of Transferee Company by the appropriate authorities pursuant

to the sanction of the Scheme by the Hon'ble NCLT and the Scheme becoming effective in accordance with the terms hereof.

3.5. With effect from the Appointed Date and upon the Scheme becoming effective, all contracts, deeds, bonds, agreements, schemes, arrangements and other instruments of whatsoever nature in relation to Transferor Company to which the Transferor Company is the party or to the benefit of which Transferor Company may be eligible, and which are subsisting or having effect immediately before the Effective Date, shall be in full force and effect against or in favor of Transferee Company and may be enforced as fully and effectually as if, instead of Transferor Company, Transferee Company had been a party or beneficiary or obligee thereto.
3.6. With effect from the appointed date and upon the Scheme becoming effective, all permits, quotas, rights, entitlements, licenses including those relating to trademarks, tenancies, patents, copyrights, privileges, software, powers, facilities of every kind and description of whatsoever nature in relation to Transferor Company to which Transferor Company is the party or to the benefit of which Transferor Company may be eligible and which are subsisting or having effect immediately before the effective date, shall be enforceable as fully and effectually as if, instead of Transferor Company, Transferee Company had been a party or beneficiary or obligee thereto.
3.7. With effect from the Appointed Date and upon the Scheme becoming effective, any statutory licenses, no-objection certificates, permissions or approvals or consents required to carry on operations of Transferor Company or granted to Transferor Company shall stand vested in or transferred to Transferee Company without further act or deed, and shall be appropriately transferred or assigned by the statutory authorities concerned therewith in favor of Transferee Company upon the vesting of Transferor Company Businesses and Undertakings pursuant to this Scheme. The benefit of all statutory and regulatory permissions, licenses, approvals and consents including the statutory licenses, permissions or approvals or consents required to carry on the operations of Transferor Company shall vest in and become available to Transferee Company pursuant to this scheme.
3.8. With effect from the Appointed Date and upon the Scheme becoming effective, all motor vehicles of any description whatsoever of Transferor Company shall stand transferred to and be vested in the Transferee Company, and the appropriate Governmental and Registration Authorities shall substitute the name of Transferee Company in place of Transferor Company, without any further instrument, deed or act or any further payment of fee, charge or securities.

4. TRANSFER OF LIABILITIES

4.1. Upon the coming into effect of this Scheme and with effect from the Appointed Date, all liabilities of Transferor Company including all secured and unsecured debts (whether in Indian rupees or foreign currency), sundry creditors, liabilities (including contingent liabilities), duties and obligations and undertakings of the Transferor Company of every kind, nature and description whatsoever and howsoever arising, raised or incurred or utilised for its business activities and operations (herein referred to as the “Liabilities”), shall, pursuant to the sanction of this Scheme by the Hon’ble NCLT and 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 transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Company, along with any charge, encumbrance, lien or security thereon, and the same shall be assumed by the Transferee Company to the extent they are outstanding on the Effective Date so as to become as and from the Appointed Date the liabilities 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 Liabilities have arisen in order to give effect to the provisions of this Clause.

4.2. All amounts due to Government of India and other authorities and all Bank related liabilities of the Transferor Company and comprising principle outstanding against loans, term loans, cash credit facilities, guarantees, non - fund based limits, buyers credit, etc and including all interest, charges, fee, penal/ compound interest etc. on such outstanding as on Appointed Date, will become the liabilities of Transferee Company and shall be at same footing as the liabilities towards the Banks of Transferee Company.
4.3. The transfer and vesting of the entire business and undertaking of Transferor Company as aforesaid, shall be subject to the existing securities, charges and mortgages, if any, subsisting, over or in respect of the property and assets or any part thereof of Transferor Company, as the case may be.
Provided that the securities, charges and mortgages (if any subsisting) over and in respect of the part thereof, of Transferee Company shall continue with respect to such assets or part thereof and this Scheme shall not operate to enlarge such securities, charges or mortgages to the end and intent that such securities, charge and mortgage shall not extend or be deemed to extend, to any of the other assets of Transferor Company vested in Transferee Company pursuant to the Scheme.

Provided always that this Scheme shall not operate to enlarge the security for any loan, deposit or facility created by Transferor Company which shall vest in Transferee Company by virtue of the amalgamation of Transferor Company with Transferee Company and Transferee Company shall not be obliged to create any further or additional security there for after the amalgamation has become operative.

4.4. All other debts, liabilities, duties and obligations of the Transferor Company as on the Appointed Date, whether or not provided in the books of the Transferor Company, and all debts and loans raised, and duties, liabilities and obligations incurred or which arise or accrue to the Transferor Company on or after the Appointed Date till the Effective Date, shall be deemed to be and shall become the debts, loans raised, duties, liabilities and obligations incurred by the Transferee Company by virtue of this Scheme.
4.5. Where any such debts, loans raised, liabilities, duties and obligations (including contingent liabilities) of the Transferor Company as on the Appointed Date have been discharged or satisfied by the Transferor Company after the Appointed Date and prior to the Effective Date, such discharge or satisfaction shall be deemed to be for and on account of the Transferee Company.
4.6. Loans or other obligations, if any, due between Transferee Company and Transferor Company shall stand discharged and there shall be no liability in that behalf. In so far as any securities, debentures or notes issued by Transferor Company and held by Transferee Company and vice versa are concerned, the same shall, unless sold or transferred by holder of such securities, at any time prior to the Effective Date, stand cancelled and shall have no further effect.
4.7. All loans raised and utilised and all liabilities, duties and obligations incurred or undertaken by the Transferor Company in the ordinary course of its business after the Appointed Date and prior to the Effective Date shall be deemed to have been raised, used, incurred or undertaken for and on behalf of the Transferee Company and to the extent they are outstanding on the Effective Date, shall, upon the coming into effect of this Scheme and under the provisions of Sections 230 to 232 of the Act, without any further act, instrument or deed, be and stand transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Company and shall become the loans and liabilities, duties and obligations of the Transferee Company which shall meet, discharge and satisfy the same.

5. LEGAL PROCEEDINGS

5.1. With effect from the Appointed Date and upon the Scheme becoming effective, Transferee Company shall bear the burden and the benefits of any legal or other proceedings including direct and indirect tax assessments, if any, initiated by or against Transferor Company.
Provided however, all legal, administrative and other proceedings of whatsoever nature by or against Transferor Company pending in any court or before any authority, judicial, quasi judicial or administrative, any adjudicating authority and/or arising after the Appointed Date and relating to Transferor Company or its respective properties, assets, liabilities, duties and obligations shall be continued and/or enforced until the Effective Date by or against Transferor Company; and from the Effective Date, shall be continued and enforced by or against Transferee Company in the same manner and to the same extent as would or might have been continued and enforced by or against Transferor Company.
5.2. If any suit, appeal or other proceedings of whatever nature by or against Transferor Company be pending, the same shall not abate, be discontinued or be in any way be prejudicially affected by reason of the transfer of the Transferor Company business and undertakings or of anything contained in this scheme but the proceedings may be continued, prosecuted and enforced by or against Transferee Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against Transferor Company as if this Scheme had not been made.

6. STAFF, WORKMEN AND EMPLOYEES With effect from the Appointed Date and upon the scheme becoming effective, all persons that were employed by Transferor Company immediately before such date shall become employees of Transferee Company with the benefit of continuity of service on same terms and conditions as were applicable to such employees of Transferor Company immediately prior to such transfer and without any break or interruption of service. Transferee Company undertakes to continue to abide by agreement/settlement, if any, entered into by Transferor Company with any union/employee thereof. With regard to Provident Fund, Gratuity Fund, Superannuation fund or any other special fund or obligation created or existing for the benefit of such employees of Transferor Company upon occurrence of the Effective Date, Transferee Company shall stand substituted for Transferor Company, for all purposes whatsoever relating to the obligation to make contributions to the said funds in accordance with the provisions of such schemes or funds in the respective trust deeds or other documents. The existing Provident Fund, Gratuity Fund and Superannuation Fund or obligations, if any, created by Transferor Company for its employees shall be continued for the benefit of such employees on the same terms and conditions. With effect from the Effective Date, Transferee Company will make the necessary contributions for such transferred employees of Transferor Company and deposit the same in Provident Fund, Gratuity Fund or Superannuation Fund or obligations, where applicable. It is the aim and intent of the Scheme that all the rights, duties, powers and obligations of Transferor Company in relation to such schemes or funds shall become those of Transferee Company.

7. CONTRACTS, DEEDS, ETC

7.1. 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 whether pertaining to immovable properties or otherwise to which the Transferor Company is a party or to the benefit of which Transferor Company may be eligible, and which are subsisting or have effect immediately before the Effective Date, shall continue in full force and effect on or against or in favor of, as the case may be, Transferee Company and may be enforced as fully and effectually as if, instead of Transferor Company, Transferee Company had been a party or beneficiary or obligee thereto or there under.

7.2. 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, all consents, permissions, licenses, certificates, clearances, authorities, power of attorney given by, issued to or executed in favour of Transferor Company shall stand transferred to Transferee Company, as if the same were originally given by, issued to or executed in favour of Transferee Company, and Transferee Company shall be bound by the terms thereof, the obligations and duties there under, and the rights and benefits under the same shall be available to Transferee Company. The Transferee Company shall make applications and do all such acts or things which may be necessary to obtain relevant approvals from the concerned Governmental Authorities as may be necessary in this behalf.
7.3. It is herein clarified that, the Transferee Company will, 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 of confirmation or other writings or arrangements with any party to any contract or arrangements in relation to Transferor Company to which Transferor Company is party, in order to give formal effect to the above provisions. Transferee Company shall, under the provisions of this Scheme, be deemed to be authorized to execute any such writings on behalf of Transferor Company and to carry out or perform all such formalities or compliances referred to above on part of Transferor Company.

8. TAXES AND OTHER MATTERS

8.1. All taxes (including, without limitation, income tax, wealth tax, entry tax, sales tax, excise duty, custom duty, service tax, Goods and Service Tax (GST), VAT, etc. referred as ‘Tax laws’) paid or payable by the Transferor Company in respect of the operations, assets and / or the profits of the Transferor Company before the Appointed Date, shall be on account of the Transferor Company and, in so far as it relates to the tax payments (including, without limitation, Income Tax, Minimum Alternate Tax (MAT), Dividend Distribution Tax, Wealth Tax, Sales Tax, Excise Duty, Custom Duty, Service Tax, Goods and Service Tax (GST), VAT, etc.), whether by way of deduction at source, advance tax or otherwise howsoever, by the Transferor Company in respect of the profits or activities or operation of the Transferor Company with effect from the Appointed Date, the same shall be deemed to be the corresponding item paid by the Transferee Company, and, shall in all proceedings, be dealt with accordingly.
8.2. Any refund under the Tax Laws due to the Transferor Company consequent to the assessment made on Transferor Company and for which no credit is taken in the accounts as on the date immediately preceding the Appointed Date shall also belong to and be received by the Transferee Company. The Transferee Company is expressly permitted to revise and expressly permitted to file income tax returns, sales tax/ value added tax returns, excise duty, service tax returns and other tax returns, and to claim refunds/ credits pursuant to the provisions of this Scheme. The Transferee Company shall be entitled to such tax benefits including but not limited to MAT paid under section 115JA/ 115JB of the Income Tax Act, 1961 and the right to claim credit therefore in accordance with the provisions of Section 115JAA of the Income Tax Act, 1961. The Transferee Company shall continue to enjoy the tax benefits/ concessions provided to the Transferor Company through Notifications/ Circulars issued by the concerned authorities.
8.3. All taxes of any nature, duties, cesses or any other like payment or deductions made by Transferor Company to any statutory authorities such as Income Tax, Sales tax, VAT, service tax, Goods and Service Tax (GST) etc. or any tax deduction / collection at source, tax credits under Tax laws, relating to the period after the Appointed Date up to the Effective date shall be deemed to have been on account of or paid by the Transferee Company and the relevant authorities shall be bound to transfer to the account of and give credit for the same to Transferee Company upon

the passing of the orders on this Scheme by the Hon’ble NCLT upon relevant proof and documents being provided to the said authorities.

8.4. The income tax, if any, paid by Transferor Company on or after the Appointed Date, in respect of income assessable from that date, shall be deemed to have been paid by or for the benefit of Transferee Company. Further, Transferee Company shall, after the Effective Date, be entitled to revise the relevant returns, if any, filed by Transferor Company for any year, if so necessitated or consequent to this Scheme notwithstanding that the time prescribed for such revision may have elapsed.
8.5. From the Effective Date and till such time as the name of the Transferee Company would get entered as the account holder in respect of all the bank accounts and demat accounts of Transferor Company in the relevant bank’s/DP’s books and records, the Transferor Company shall be entitled to operate the bank/demat accounts of Transferee Company in the existing names.
8.6. Since each of the permissions, approvals, consents, sanctions, remissions, special reservations, incentives, concessions and other authorizations of Transferor Company shall stand transferred by the order of the NCLT to Transferee Company, Transferee Company shall file the relevant intimations, for the record of the statutory authorities who shall take them on file, pursuant to the vesting orders of the sanctioning court.

9. Residual Undertaking of the Demerged Company

9.1. The Resulting Company shall have no right, claim or obligation in relation to the Residual Undertaking and all assets, liabilities, rights, title, interest or obligations thereto.
9.2. All legal, taxation and other proceedings whether civil or criminal (including before any court, statutory or quasi-judicial authority or tribunal) by or against the Demerged Company under any statute, whether pending on the effectiveness of this Scheme or which may be instituted at any time thereafter, and in each case pertaining to the Residual Undertaking shall be continued and enforced by or against the Demerged Company after the effectiveness of this Scheme. The Resulting Company shall in no event be responsible or liable in relation to any such legal or other proceeding against the Demerged Company.
9.3. Without prejudice to this Scheme, with effect from and beyond the effectiveness of this Scheme, the Demerged Company:
(i) shall be deemed to have been carrying on and to be carrying on all the business and activities relating to the Residual Undertaking for and on its own behalf; and

(ii) all profits accruing to the Demerged Company thereon or losses arising or incurred by it relating to the Residual Undertaking shall for all purposes be treated as the profits or losses, as the case may be, of the Demerged Company.

10. Conduct of Business

With effect from the Appointed Date and till the Scheme come into effect:

10.1. Transferor Company shall be deemed to carry on all its businesses and activities and stand possessed of its properties and assets for and on account of and in trust for Transferee Company; and all the profits accruing to Transferor Company and all taxes thereon or gains or losses arising or incurred by them shall, for all purposes, be treated as and deemed to be the profits or losses, as the case may be, of Transferee Company;
10.2. Transferor Company shall carry on its business with reasonable diligence and in the same manner as they had been doing hitherto, and Transferor Company shall not alter or substantially expand its business except with the concurrence of Transferee Company;
10.3. Transferor Company shall not, without the written concurrence of Transferee Company, alienate charge or encumber any of its properties except in the ordinary course of business or pursuant to any pre-existing obligation undertaken prior to the

date of acceptance of the Scheme by the Board of Directors of Transferee Company, as the case may be.

10.4. Transferor Company shall not vary or alter, except in the ordinary course of its business or pursuant to any pre-existing obligation undertaken prior to the date of acceptance of the Scheme by the Board of Directors of Transferee Company the terms and conditions of employment of any of its employees, nor shall it conclude settlement with any union or its employees except with the written concurrence of Transferee Company.
10.5. With effect from the Appointed Date, all debts, liabilities, duties and obligations of Transferor Company as on the close of business on the date preceding the Appointed Date, whether or not provided in its books and all liabilities which arise or accrue on or after the Appointed Date shall be deemed to be the debts, liabilities, duties and obligations of Transferee Company.
10.6. Upon the Scheme coming into effect, Transferee Company shall commence and carry on and shall be authorized to carry on the business carried on by Transferor Company.

11. For the purpose of giving effect to the vesting order passed under Sections 230 and 232 of the Act in respect of this Scheme by the Hon'ble NCLT, Transferee Company shall, at any time pursuant to the order on this Scheme, be entitled to get the record all of the change in the legal right(s) upon the vesting of the Transferor Company business and undertakings in accordance with the provisions of Sections 230 and 232 of the Act. Transferee Company shall be authorized to execute any pleadings; applications, forms, etc. as are required to remove any difficulties and carry out any formalities or compliance as are necessary for the implementation of this Scheme.

CHAPTER 4 ISSUE OF SHARES FOR DEMERGER AND ACCOUNTING TREATMENT

1. ISSUE OF SHARES BY THE RESULTING COMPANY

1.1 Upon this Scheme becoming effective and upon vesting of the Demerged Undertaking of the Demerged Company into the Resulting Company in terms of this Scheme all the equity shares of Resulting Company held by Demerged Company shall stand cancelled and be of no effect, on and from effective date. Simultaneous to such cancellation, the Resulting Company shall, without any further application or deed, issue and allot Equity shares (“New Shares”), credited as fully paid-up, to the extent indicated below, to the members of the Demerged Company, holding fully paid up equity shares in the Demerged Company and whose names appear in the Register of Members of the Demerged Company on the Record Date or to such of their respective heirs, executors, administrators or other legal representative or other successors in title as may be recognized by the Board of Directors of the Demerged Company in the following manner:

“ 1 (One) Equity Share of Face value of Rs. 10 (Rupees Ten) each at par in the Resulting Company for every 10 (Ten) Equity Shares of Face value of Rs. 10 (Rupees Ten) each held by them in the Demerged Company”

1.2 Any fractional entitlement arising out of the issue and allotment of the Equity Shares pursuant to Clause 1.1. above, shall be rounded up to the nearest whole integer and be issued free from all liens, charges, equitable interests, encumbrances and other third party rights of any nature whatsoever. Any shareholder of the Demerged Company not getting any share in the Resulting Company due to the fractional entitlement as on the record date pursuant to clause 1.1 above shall be allotted a minimum of 1 (One) equity share of the Resulting Company, in order to protect the interest of such

shareholders. The necessary adjustment shall be made in the reserves of the Resulting Company.

1.3 The Resulting Company shall not issue any shares against the shares held by the Resulting Company in the Demerged Company either itself or through its nominees, under this Scheme arrangement for Amalgamation under sections 230 -232 of the Companies Act, 2013.
1.4 For arriving at the entitlement ratio as outlined above, the companies have considered the Share Entitlement Report submitted by and Independent Registered Vauer, Ajay Kumar Siwach, Registered Valuer- Securities or Financial Assets (Registration No. IBBI/RV/05/2019/11412)
1.5 The New Shares shall rank pari-passu in all respects, including dividend, with the existing shares of the Resulting Company.
1.6 The New Shares to be issued and allotted in terms of this scheme will be subject to the Memorandum and Articles of Association of the Resulting Company. The listing of the said shares is subject to the approval of the BSE/ NSE/ SEBI.
1.7 The New Shares of Resulting Company allotted pursuant to the Scheme shall remain frozen in the depositories system till listing and trading permission is given by the designated Stock Exchanges.
1.8 In the event of there being any pending and valid share transfers, whether lodged or outstanding, of any shareholder of the Demerged Company, the Board of Directors or any committee thereof of the Demerged Company shall be empowered in appropriate cases, even subsequent to the Appointed Date or the Effective Date, as the case may be, to effectuate such a transfer in the Demerged Company, as if such changes in registered holder were operative as on the Record Date, in order to remove any difficulties arising to the Resulting Company of such shares.
1.9 The New Shares of the Resulting Company shall be listed and / or admitted to trading on the Stock Exchanges on which the equity shares of the Demerged Company are listed at that time. The Resulting Company shall enter into such arrangements and give such confirmations and / or undertaking as may be necessary in accordance with the applicable laws or regulations for complying with the formalities of the said Stock Exchanges.
1.10 The Resulting Company shall, if and to the extent required, apply for and obtain any approvals from concerned regulatory authorities for the issue & allotment of New Shares to the shareholders of the Demerged Company under this Scheme.
1.11 The New Shares shall be issued in dematerialized form to those shareholders who hold shares of the Demerged Company in dematerialized form, into the account in which the Demerged Company shares are held or such other account as is intimated by the shareholders to the Demerged Company in physical form shall receive the equity shares, in dematerialized form provided the details of their account with the Depository Participant are intimated in writing to the Demerged Company and / or its Registrar before the Record Date. The shareholders who fail to provide such details shall be issued equity shares in physical form. The Resulting Company shall and to the extent if required, increase its Authorized Share Capital to facilitate issue of equity shares under this Scheme.
1.12 Approval of this Scheme by the shareholders of the Resulting Company shall be deemed to be the due compliance of the provision of Section 42 read with Section 62 of the Companies Act, 2013, and the other relevant and applicable provisions of the Act for the issue and allotment of New Shares by the Resulting Company to the shareholders of the Demerged Company, as provided in this Scheme.
1.13 The approval of this Scheme by the shareholders of the Demerged Company and the Resulting Company under Section 230 – Section 232 of the Companies Act, 2013 of the Companies Act, 2013, shall be deemed to have the approval under Sections 13, 14 and 186 of the Companies Act, 2013 and other applicable provisions of the Act and any other consents and approval required in this regard,

1.14 Approval of this Scheme by the shareholders of the Resulting Company shall be deemed to mean that the shareholders have also accorded all relevant consents under the Act for the issue and allotment of Demerger Shares by the Resulting Company to the shareholders of the Demerged Company.
1.15 Upon this Scheme becoming effective, the shares of the Resulting Company held by the Demerged Company shall, without any further application, act, instrument or deed, be automatically cancelled and be of no effect on and from the Effective Date.
1.16 The cancellation of the equity share capital of the Resulting Company and the consequential capital reduction shall be effected as a part of this Scheme itself and not under a separate procedure in terms of Section 66 of the Act. The consent of the shareholders of the Resulting Company to this Scheme shall be deemed to be the consent of its shareholders for the purpose of effecting the reduction under the provisions of Section 66 of the Act and no further compliances would be separately required.
1.17 The reduction of capital of the Resulting Company, as above, does not involve any diminution of liability in respect of any unpaid share capital or payment to any shareholder of any paid-up share capital or payment in any other form.
1.18 Notwithstanding the reduction of the existing share capital of the Resulting Company, the Resulting Company shall not be required to add “and reduced” as a suffix to its name.

2. CONVERSION OF RESULTING COMPANY INTO A PUBLIC COMPANY

2.1. Upon the Scheme coming into effect, the Resulting Company shall be converted into a Public Company and shall adopt new set of Articles of Association as per the Companies Act, 2013.
2.2. The approval of scheme under section 230-232 of the Companies Act, 2013 shall also be deemed to be the approval under sections 13, 14, 15 and all other applicable provisions, if any of the Companies Act, 2013 for conversion of Private Company into Public Company and no separate processes shall be followed under sections 13, 14, 15 and all other applicable provisions, if any of the Companies Act, 2013.

3. LISTING OF EQUITY SHARES OF RESULTING COMPANY

3.1 This Scheme is in conformity with the requirements as laid down in Sub-Rule 19 (7) of Securities Contract (Regulation) Rules, 1957 and in terms of the said Sub-rule after allotment of New Shares in Resulting Company, shall on receipt of certified copy of order of the National Company Law Tribunal (NCLT) of relevant jurisdiction sanctioning the Scheme, take necessary steps for listing of shares allotted, simultaneously on all the stock exchanges where the equity shares of Demerged Company are listed.
3.2 The Resulting Company shall make application to Securities and Exchange Board of India (SEBI) in terms of Rule 19 (7) of Securities Contract (Regulation) Rules, 1957 for Listing of Equity Shares at all the Stock Exchanges where the Equity Shares of Demerged Company are listed on the Appointed Date without complying with the requirements of Rule 19(2)(b) of Securities Contract (Regulation) Rules, 1957.

4. LISTING REGULATIONS AND SEBI COMPLIANCES

4.1 The Demerged Company / Transferee Company being a listed company, this Scheme is subject to the Compliances by the Demerged Company of all the requirements under the listing regulations and all statutory directives of the Securities Exchange Board of India (‘SEBI’) insofar as they relate to sanction and implementation of the Scheme.
4.2 The Demerged Company / Transferee Company in compliance with the listing Regulations shall apply for the ‘Observation Letter’ of NSE/ BSE, where its shares are listed in terms of the Regulation 37 of the listing regulations.

4.3 The Demerged Company / Transferee Company shall also comply with the directives of SEBI contained in the SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10th, 2017 (‘Circular’) issued by SEBI in terms of Regulation 37 of the listing regulations.
4.4 As Para 9 of SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10[th] 2017 (‘Circular’) the Demerged Company/ Transferee Company will provide voting by the public shareholders through e-voting and will disclose all material facts in the explanatory statement, to be sent to the shareholders for approval of this scheme.

5. ACCOUNTING TREATMENT Pursuant to the Scheme Coming into effect on the Effective Date with effect from the Appointed Date, the Demerged Company and the Resulting Company shall account for the Demerger in their respective books of accounts in accordance with Accounting Standard in the following manner:

5.1 Treatment in the books of the Demerged Company Upon Chapter 2 of this Scheme coming into effect on the Effective Date, and with effect from the Appointed Date, the Demerged Company shall account for the demerger and vesting of the Retail Investment Division with the Resulting Company in its books of accounts in accordance with the Indian Accounting Standards (IndAS) prescribed under Section 133 of the Act, as notified under the Companies (Indian Accounting Standard) Rules, 2015, as may be amended from time to time and other generally accepted accounted principles as under:
5.1.1 The book value of the assets and liabilities pertaining to the Demerged Undertaking transferred by the Demerged Company to the Resulting Company shall be reduced from the book values of the assets and liabilities appearing in Books of Accounts of the Demerged Company as on the Appointed Date.
5.1.2 The inter-company transactions, deposits / loans and advances outstanding between the Demerged Company and Resulting Company to the extent it relates to the Demerged Undertaking, if any, shall stand cancelled and there shall be no further obligation outstanding in this behalf.
5.1.3 The difference being the excess of book values of assets transferred over the book value of liabilities transferred shall be adjusted against the statement of Profit and Loss account of the Demerged Company.
5.2 Treatment in the books of the Resulting Company

Upon Chapter 2 of this Scheme coming into effect on the Effective Date and with effect from the Appointed Date, the Resulting Company shall account for the demerger and vesting of the Retail Investment Division with the Resulting Company in its books of accounts in accordance with the Indian Accounting Standards (IndAS) prescribed under Section 133 of the Act, as notified under the Companies (Indian Accounting Standard) Rules, 2015, as may be amended from time to time and other generally accepted accounted principles, as under:

5.2.1 Upon the coming into effect of this Scheme, the Resulting Company shall record all the assets and liabilities pertaining to the Demerged Undertaking transferred to and vested in it pursuant of this Scheme, at their respective book values ignoring revaluation, if any, as appearing in the books of account of the Demerged Company as on the Appointed Date.
5.2.2 The Resulting Company shall credit to their Equity Share Capital account, the aggregate face value of the New Shares issued by them pursuant to Clause 1.1 of Chapter 4 of this Scheme.
5.2.3 The difference being the excess of net value of assets and liabilities as recorded under 3.2.1 above of the Demerged Undertaking over the New Shares issued by the Resulting Company on demerger shall be credited to Other Equity / General Reserve Account.
5.2.4 The inter-company transactions, deposits / loans and advances outstanding between the Demerged Company and Resulting Company to the extent it relates to the

Demerged Undertaking, if any, shall stand cancelled and there shall be no further obligation outstanding in this behalf.

5.2.5 In case of any difference in the accounting policies between the Demerged Company and the Resulting Company, the impact of the same till the Appointed Date of scheme will be quantified and adjusted in the free / general reserve of the Resulting Company to ensure that the financial statements of the Resulting Company reflect the financial position on the basis of consistent accounting policies.

CHAPTER 5 REORGANIZATION OF CAPITAL OF TRANSFEREE COMPANY

1. REORGANISATION OF CAPITAL IN THE TRANSFEREE COMPANY

1.1. Issue of Shares in the Share Capital of Transferee Company;
Upon coming into effect of the Scheme and in consideration for the amalgamation of Transferor Company with the Transferee Company, the Transferee Company shall, without any further application or deed, issue and allot shares of face value of Rs. 10 each to the members of Transferor Companies whose name appear in the Register of Members as on the Record Date or to their respective heirs, executors, administrators or other legal representatives or the successors-in-title, as the case may be, in the following manner:
- Transferee Company, without further application, act or deed, shall issue and allot to each of the shareholders of “Transferor Company” shares in proportion of 150 (One Hundred Fifty) Equity shares of face value of Rs.10/- (Rupees Ten) each in Transferee Company for every 100 (One Hundred) Equity shares of face value of Rs.10/- (Rupee Ten) each held by them in “Transferor Company” pursuant to this Scheme of Amalgamation.
1.2. For arriving at the share exchange ratio as outlined above, the Companies have considered the Valuation Report submitted by an independent Registered Valuer, Ajay Kumar Siwach, Registered Valuer- Securities or Financial Assets (Registration No. IBBI/RV/05/2019/11412).
1.3. Cross holding at the time of record date (if any), between Transferor Company and the Transferee Company, if not transferred prior to the Effective Date, shall get cancelled at the time of allotment of shares to the shareholders of Transferor Company by Transferee Company and the approval of Scheme by the NCLT under Section 230 and 232 of the Companies Act, 2013 and shall also be treated as approval under Section 66 of the Companies Act, 2013 for reduction of capital pursuant to such cancellations.
1.4. In the event of there being any pending and valid share transfers, whether lodged or outstanding, of any shareholder of the Transferor Company, the Board of Directors or any committee thereof of the Transferor Company shall be empowered in appropriate cases, even subsequent to the Effective Date, as the case may be, to effectuate such a transfer in the Transferor Company as if such changes in registered holder were operative as on the Specified Date, in order to remove any difficulties arising to the Transferee Company of such shares.
1.5. Any fraction arising out of allotment of shares as per clause 1.1 above shall be rounded off to the nearest round number.
1.6. The said equity shares in the capital of Transferee Company be issued to the shareholders of Transferor Company shall rank pari passu in all respects, with the existing equity shares in Transferee Company from the Appointed Date. Such shares in Transferee Company, to be issued to the shareholders of Transferor Company will, for all purposes, save as expressly provided otherwise, be deemed to have been held by each such member from the Appointed Date.
1.7. Upon the Scheme becoming effective and subject to the above provisions, the shareholders of Transferor Company (other than the shares already held therein immediately before the amalgamation by Transferee Company, its Nominee or Subsidiary Company) as on the record date shall receive the shares in their respective

Demat accounts or in case there is any specific request from any of the shareholders of the Transferor Company, then such shareholders shall be issued new share certificates. Upon the issue and allotment of new shares in the capital of Transferee Company to the shareholders of Transferor Company, the share certificates in relation to the shares held by them in Transferor Company shall be deemed to have been cancelled. All certificates for the new shares, if any issued, in the capital of Transferee Company shall be sent by Transferee Company to the said shareholders of Transferor Company at their respective registered addresses as appearing in the said registers (or in the case of joint holders to the address of that one of the joint holders whose name stands first in such Registers in respect of such joint holding) and Transferee Company shall not be responsible for any loss in transit.

1.8. Approval of this Scheme by the shareholders of Transferee Company shall be deemed to be the due compliance of the provisions of Section 62 of the Companies Act, 2013 for the issue and allotment of shares by Transferee Company to the shareholders of Transferor Company, as provided in this Scheme.
1.9. INCREASE IN AUTHORIZED SHARE CAPITAL
1.9.1. With effect from the Effective Date and upon the Scheme becoming effective, without any further acts or deeds on the part of the Transferor Company or Transferee Company and notwithstanding anything contained in Section 61 of Companies Act, 2013 the Authorized Share capital of Transferor Company as appearing in its Memorandum of Association on the Effective Date shall get clubbed with the Authorized Share Capital of the Transferee Company as appearing in its Memorandum of Association on the Effective Date and pursuant to this clubbing the Clause V of the Memorandum of Association of the Transferee Company shall stand altered to give effect to the same with effect from the Effective Date. The Face Value of Equity share shall remain same as of the Transferee Company after clubbing of Authorized Capital.
1.9.2. Further, in terms of section 232(3)(i) of the Act, upon coming into effect, the fee and duty paid on the Authorized Equity Share Capital of Transferor Company shall be set off against the fee payable on Authorized Share Capital of Transferee Company, without any further act or deed.
1.9.3. The filing fee and stamp duty already paid by the Transferor Company on its authorized share capital, which is being combined with the authorized share capital of the Transferee Company, shall be deemed to have been paid by the Transferee Company and accordingly, the Transferee Company shall not be required to pay any fee, additional fee, charges and/or stamp duty on the authorized share capital so increased.
1.9.4. If required, the Transferee Company shall take necessary steps to increase its authorized share capital on or before the Effective Date so as to make it sufficient for allotment of shares, to the shareholders of Transferor Company, in consideration of amalgamation after considering the combined authorized share capital of Transferee Company.
1.9.5. It is hereby clarified that the consent of the shareholders of the Transferee Company to the Scheme shall be deemed to be sufficient for the purposes of effecting this amendment, and no further resolution(s) under Section 61 of the Companies Act, 2013 would be required to be separately passed.
1.10. On approval of the Scheme by the members of Transferee Company pursuant to Section 230 -232 of the Companies Act, 2013, it shall be deemed that the said members have also accorded their consent under relevant Articles of the Articles of Association of the Company and Section 61 and Section 64 of the companies Act, 2013 as may be applicable for giving effect to the provisions contained in this Scheme.
1.10.1. The issue and allotment of shares to Shareholders of Transferor Company, as provided in this Scheme, shall be deemed to be made in compliance with the procedure laid down under Section 62 of the Companies Act, 2013.

2. ACCOUNTING TREATMENT FOR AMALGAMATION Pursuant to Chapter 3 of this Scheme coming into effect on the Effective Date, and with effect from the Appointed Date, the Transferee Company shall account for the amalgamation of the Transferor Company with and into the Transferee Company in its books of accounts in accordance with "Indian Accounting Standard (Ind AS) 103 for Business Combination" and as per under Section 133 of the Companies Act,2013 as may be amended from time to time and other generally accepted accounted principles as under:

2.1. The Transferee Company shall record the Assets and Liabilities, of the Transferor Company vested in it pursuant to this Scheme, at their respective book values as appearing in the books of the Transferor Company;
2.2. The Transferee Company shall aggregate all the reserves (general reserves, free reserves, capital reserves, securities premium or reserves of any other nature), if any, vested in it pursuant to the amalgamation of the Transferor Company with and into the Transferee Company at their respective book values as specified in the books of accounts of the Transferor Company and shall treat such reserves in its books of accounts in the same manner as it treats its own reserves;
2.3. The Transferee Company shall issue and allot its equity shares to the shareholders of the Transferor Company in accordance with Clause 1.1 of Chapter 5 of this Scheme. With respect to the Shares issued by the Transferee Company, the share capital account of the Transferee Company would be credited with the aggregate face value of the equity shares issued by it;
2.4. The loans and advances or payables or receivables or any other investment or arrangement of any kind, held inter se, if any, between the Transferor Company and the Transferee Company shall stand cancelled;
2.5. The difference between the book value of Assets, Liabilities, reserves as reduced by the face value of the equity shares issued by the Transferee Company and after considering the cancellation of inter-company balances in accordance with Clause 2.4 above, shall be recorded within other equity of the Transferee Company; and
2.6. In case of any difference in the accounting policies between the Transferor Companies and the Transferee Company, the impact, if any of the same will be quantified and adjusted in the Other Equity of the Transferee Company to ensure that the financial statements of the Transferee Company reflect the financial position on the basis of consistent accounting policy.

3. LISTING AGREEMENT AND SEBI COMPLIANCES

3.1. Since the Transferee Company being a listed company, this Scheme is subject to the Compliances by the Transferee Company of all the requirements under the listing regulations and all statutory directives of the Securities Exchange Board of India (‘SEBI’) in so far as they relate to sanction and implementation of the Scheme.
3.2. The Transferee Company in compliance with the listing Regulations shall apply for the in-principle approval of Stock Exchange (s), where its shares are listed in terms of the Regulation 37 of the listing regulations.
3.3. The Transferee Company shall also comply with the directives of SEBI contained in the Circular No. CFD/DIL3/CIR/2017/21 dated 10[th] March, 2017 (‘Circular’);
3.4. As Para 9 of SEBI Circular No CFD/DIL3/CIR/2017/21 dated March 10th, 2017 (‘Circular’) is applicable to this Scheme, therefore it is provided in the Scheme that the Transferee Company will provide voting by the public shareholders through e- voting and will disclose all material facts in the explanatory statement, to be sent to the shareholders in relation to the said Resolution.

4. Saving of Concluded Transactions

The transfer of properties and liabilities and the continuance of proceedings by or against Transferor Company as envisaged in above shall not affect any transaction or

proceedings already concluded by Transferee Company on or before the Appointed Date and after the Appointed Date till the Effective Date, to the end and intent that Transferor Company accept and adopts all acts, deeds and things done and executed by Transferee Company in respect thereto as done and executed by Transferee Company in respect thereto as done and executed on behalf of itself.

5. Dissolution of Transferor Company On occurrence of the Effective Date, Transferor Company shall, without any further act or deed, shall stand dissolved without winding up.

CHAPTER 6 GENERAL TERM AND CONDITIONS

1 APPLICATION TO THE TRIBUNAL
1.1. The Demerged Company / Transferee Company, Resulting Company and the Transferor Company shall, make applications to the Hon'ble NCLT under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 seeking orders for dispensing with or convening, holding and conducting of the meetings of the classes of their respective members and/or creditors and for sanctioning this Scheme, with such modifications as may be approved by the NCLT.
1.2. Upon this Scheme being approved by the requisite majority of the respective members and creditors of the Demerged Company / Transferee Company, Resulting Company and the Transferor Company (as may be directed by the Hon'ble NCLT), Demerged Company / Transferee Company, Resulting Company and the Transferor Company shall, apply to the Hon'ble NCLT, for sanction of this Scheme under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and for such other order or orders, as the said Hon'ble NCLT may deem fit for carrying this Scheme into effect.
1.3. On approval of this Scheme by the members and creditors of the Demerged Company / Transferee Company, Resulting Company and the Transferor Company, pursuant to Sections 230 to 232 of the Companies Act, 2013, it shall be deemed that all consents required from the shareholders and/or creditors, as the case may be, of the said companies under the provisions of the Act as may be applicable, have been accorded to.
1.4. Upon this Scheme becoming effective, the respective shareholders of the Demerged Company / Transferee Company, Resulting Company and the Transferor Company shall be deemed to have also accorded their approval under all relevant provisions of the Act for giving effect to the provisions contained in this Scheme.

2 MODIFICATION OR AMENDMENTS TO THE SCHEME

2.3. The Demerged Company / Transferee Company, Resulting Company and the Transferor Company (acting through their respective Boards of Directors or Committees thereof) may assent to any modifications or amendments to this Scheme, which the Hon'ble NCLT and/or any other authorities/ Stock Exchanges may deem fit to direct or impose or which may otherwise be considered necessary or desirable or for settling any question or doubt or difficulty that may arise for implementing and/or carrying out this Scheme. The Demerged Company / Transferee Company, the Resulting Company and the Transferor Company (acting through their respective Boards of Directors or Committees thereof) be and are hereby authorized to take such steps and do all acts, deeds and things as may be necessary, desirable or proper to give effect to this Scheme and to resolve any doubts, difficulties or questions whether by reason of the order of the Hon'ble NCLT or of any directive or orders of any other authorities or otherwise howsoever arising out of, under or by virtue of this Scheme and/or any matters concerning or connected therewith.
2.4. If any part of this Scheme is held invalid, ruled illegal by any court of competent jurisdiction, or becomes unenforceable for any reason, whatsoever, whether under

present or future laws, then it is the intention of the Companies that such part shall be severable from the remainder of this Scheme and this Scheme shall not be affected thereby, unless the deletion of such part shall cause this Scheme to become materially adverse to either of the Companies in which case the Companies shall attempt to bring about a modification in this Scheme, as will best preserve for the Companies the benefits and obligations of this Scheme, including but not limited to such part.

3 EFFECT OF NON-RECEIPT OF APPROVALS
3.1. In the event of any of the said sanctions and approvals referred to in the preceding clause not being obtained and/ or the Scheme not being sanctioned by the NCLT or such other competent authority and / or the Order not being passed as aforesaid before March 31, 2018 or within such further period or periods as may be agreed upon between the Demerged Company and the Resulting by their Board of Directors (and which the Board of Directors of the Demerged Company and the Resulting agree to and extend the Scheme from time to time without any limitation), this Scheme shall stand revoked, cancelled and be of no effect, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any rights and/ or liabilities which might have arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifically provided in the Scheme or as may otherwise arise in law.

4 SCHEME CONDITIONAL UPON:

This scheme is conditional upon:

4.1 The Scheme being agreed to by the respective requisite majorities of the members and/or creditors of the Demerged Company / Transferee Company, Resulting Company and Transferor Company, if required, in accordance with Section 230-232 of the Companies Act, 2013 and the requisite orders of the NCLT sanctioning this Scheme in exercise of the powers vested in it under the Act.
4.2 Since the Transferee Company/ Demerged Company is a listed company, this Scheme is subject to the compliances of the applicable requirements under the SEBI Listing Regulations, SEBI Circular and all other statutory directives of SEBI, as applicable.
4.3 Para 9(b) of Annexure I of the SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10th, 2017 (‘Circular’) is applicable to this Scheme, therefore the Demerged Company / Transferee Company will provide voting by the public shareholders through e-voting and will disclose all material facts in the explanatory statement, to be sent to the shareholders/ creditors in relation to the said resolution(s). This Scheme shall be acted upon only if the number of votes cast by the public shareholders of the Demerged Company / Transferee Company in favour of this Scheme are more than the number of votes cast by the public shareholders against it in terms of the SEBI Circular.
4.4 The Companies undertake to comply with all Applicable Laws (including all applicable compliances required by SEBI and the Stock Exchanges and under the Foreign Exchange Management Act, 1999 and the rules, regulations and guidelines issued thereunder as may be prescribed by the Reserve Bank of India, from time to time) including making the requisite intimations and disclosures to any statutory or regulatory authority and obtaining the requisite consent, approval or permission of any statutory or regulatory authority, which by Applicable Law may be required for the implementation of this Scheme or which by Applicable Law may be required in relation to any matters connected with this Scheme.
4.5 All necessary certified copies of the order of the NCLT sanctioning this Scheme being filed with the Registrar of Companies.
4.6 The requisite, consent, approval or permission of the Central Government or any other statutory or regulatory authority, if any, which by law may be necessary for the implementation of this Scheme.

4.7 In the event of this Scheme failing to take effect finally, this Scheme shall become null and void and in that case no rights and liabilities whatsoever shall accrue to or be incurred inter-se by the parties or their shareholders or creditors or employees or any other person.
4.8 If any part of this Scheme is invalid, ruled illegal by any NCLT, or unenforceable under present or future laws, then it is the intention of the parties that such part shall be severable from the remainder of this Scheme and this Scheme shall not be affected there by, unless the deletion of such part shall cause this Scheme to become materially adverse to any party, in which case the parties shall attempt to bring about a modification in this Scheme as will best preserve for the parties the benefits and obligations of this Scheme, including but not limited to such part.
5 Compliance with Tax Laws
5.1 This Scheme complies with the conditions relating to “amalgamation” and “demerger” as defined under Sections 2(1B) and 2 (19AA) of the IT Act, respectively, and other relevant sections and provisions of the IT Act are intended to apply accordingly. If any terms or provisions of this Scheme are found to be or interpreted to be inconsistent with any of the said provisions (including the conditions set out therein) at a later date whether as a result of a new enactment or any amendment or coming into force of any provision of the IT Act or any other Applicable Law or any judicial or executive interpretation or for any other reason whatsoever, this Scheme may be modified to the extent required with the consent of each of the Companies (acting through their respective Board of Directors) to ensure compliance of this Scheme with such provisions.
6 Revocation and Withdrawal of this Scheme
6.1 Each of the Companies acting through their respective Board of Directors shall be at liberty to withdraw this Scheme.
6.2 In the event of revocation under Clause 6.1 of this Chapter 6 of this Scheme above, no rights and liabilities whatsoever shall accrue to or be incurred inter se to the Companies or their respective shareholders or creditors or employees or any other person save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any right, liability or obligation which has arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out in accordance with the Applicable Laws.
6.3 In the event of revocation under Clause 6.1 of this Chapter 6 of this Scheme above, the Companies shall take all necessary steps to withdraw this Scheme from the NCLT and any other authority and to make all necessary filings/ application as may be required to withdraw this Scheme.
7 Sequence of coming into effect of this Scheme
7.1 The following shall be deemed to have occurred and become effective and operative only in the sequence and in the order mentioned hereunder:
(i) Chapter 2 along with this Chapter 4 of this Scheme (to the extent this Chapter 4 relates to Chapter 2 of this Scheme) shall take effect from the Effective Date and be operative prior to coming into effect of Chapter 3 of this Scheme; and
(ii) Chapter 3 along with this Chapter 5 of this Scheme (to the extent this Chapter 5 relates to Chapter 3 of this Scheme) shall take effect from the Effective Date and be operative immediately after coming into effect of Chapter 2 of this Scheme.
8 COSTS, CHARGES AND EXPENSES
8.1 All costs, charges and expenses (including stamp duty, registration charges and statutory amounts) arising out of or in connection with the demerger contemplated

under Chapter 2 of this Scheme shall be borne in equal proportion by the Demerged Company and the Resulting Company, respectively.

8.2 Except as otherwise expressly provided in this Scheme, all costs, charges and expenses (including stamp duty, registration charges and statutory amounts) arising out of or in connection with the amalgamations contemplated under Chapter 3 of this Scheme shall be borne by the Transferee Company.

13. The Applicant Companies have made applications before the Hon’ble National Company Law Tribunal, Chandigarh Bench as per Rule 3(1) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for the sanction of the Scheme of Arrangement under the provisions of Section 230-232 of the Companies Act, 2013.

14. The rights and interests of the Key Managerial Personnel, Directors, Equity Shareholders, Secured and Unsecured Creditors, Promoters, Non-Promoter Members, Depositors, Debenture Holders, Deposit Trustee, Debenture Trustee, employees of the Applicant Companies will not be prejudicially affected by the Scheme as no sacrifice or waiver is at all called from them nor their rights sought to be modified in any manner.

15. Except to the extent of the shares held by the Directors and the KMP in the Demerged/Transferee Company, none of the Directors, Key Managerial Personnel (‘KMPs’) of the Demerged/Transferee Company or their respective relatives are in any way connected or interested in the resolution forming part of the Notice.

16. There is no likelihood that any Secured or Unsecured creditor of the Applicant Companies concerned would lose or be prejudiced as a result of the Scheme being passed since no sacrifice or waiver is at all called for from them nor are their rights sought to be modified in any manner. Hence, the Scheme will not cast any additional burden on the shareholders or creditors of either company nor will it affect the interest of any of the shareholders or creditors.

17. No investigation proceedings have been instituted or are pending under Sections 235 to 251 of the Companies Act, 1956 or the corresponding provisions of the Companies Act, 2013 against any of the companies involved in the Scheme.

18. This statement is being furnished as required under Sections 230(5), 232(1) and 102 of the Companies Act, 2013 read with Rule 3, 5 & 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (the “Rules”).

19. The notice pursuant to Section 230(5) of the Companies Act, 2013 in the prescribed format along with Explanatory statement, a copy of the Scheme of Arrangement and the disclosures provided herewith will be served within the prescribed time on the Statutory Authorities, as applicable.

20. Inspection Documents:

Inspection of the following documents will be available at the Registered Office of the Demerged/Transferee Company:

a. Copy of the NCLT orders dated 30[th] August, 2022 and 29[th] September, 2022.
b. Copy of the Scheme of Arrangement;
c. Copies of Audited Financials of all the Applicant Companies for the financial years ended on 31[st] March, 2022;
d. Contracts or agreements material to the proposed compromise or arrangement;

e. Copy of the Reports of Board of Directors of the respective Applicant Companies on impact of Scheme on Directors and employee, pursuant to the provisions of Section 232(2) (c) of the Companies Act, 2013;
f. Copy of the Statutory Auditors’ certificate dated 16[th] October, 2020 issued by R. Khattar & Associates, Chartered Accountants to the Resulting Company, and Copy of the Statutory Auditors’ certificate dated 16[th] October, 2020 issued by Ray & Ray, Chartered Accountants to the Transferor Company and Copy of the Statutory Auditors’ certificate dated 19[th] October, 2020 issued by S.N. Dhawan & Co. LLP, Chartered Accountants to the Demerged/Transferee Company for Accounting standards compliance under Section 133 of the Companies Act, 2013;
g. Copy of the Valuation Report dated 09[th] October, 2020 issued by Mr. Ajay Kumar Siwach- Registered Valuer, along with the copy of Fairness opinion dated 09[th] October, 2020 issued by SEBI Registered Category-I, Merchant Banker namely 3Dimensions Capital Services Private Limited;
h. Copy of the Valuation Report dated 31[st] December, 2020 issued by Abhay Kaushik and Company, Chartered Accountant;
i. Copy of the Valuation Report dated 22[nd] February, 2022 issued by a Mr. Ajay Kumar Siwach-Registered Valuer;
j. Copy of the Board Resolutions passed by the respective Board of Directors of the Applicant Companies in respect of the approval of the Scheme of Arrangement;

Date: 0 .10.2022 Place:

Sd/Pradeep R Sethi Chairman appointed vide NCLT Order for the Meetings of Secured Creditors of JHS Svendgaard Laboratories Limited

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170

JHS Svendgaard Retail Ventures Private Limited

(Formerly known as JHS Svendgaard Infrastructure Private Limited)

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF JHS SVENDGAARD RETAIL VENTURES PRIVATE LIMITED ( RESULTING COMPANY ) AT ITS MEETING HELD ON 9[th] OCTOBER, 2020 EXPLAINING THE EFFECT OF THE COMPOSITE SCHEME OF ARRANGEMENT FOR DEMERGER AND AND ITS SHAREHOLDERS AND CREDITORS UNDER SECTION 230 to 232 AND OTHER APPLICABLE PROVISIONS OF PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS

BACKGROUND

at its meeting held on 9[th] October, 2020 approved the scheme.
The Board noted that the Scheme inter alia provides for demerger of the Retail Investment Division (Demerged Undertaking) of JHS Svendgaard Laboratories Limited (Demerged Company) into JHS Svendgaard Retail Ventures Private Limited (Resulting Company). Also, transfer and vesting of
The Salient features including the rationale of the Scheme were noted by the Board.
This report of the Board is accordingly being made in pursuance to the requirements of Section 232 (2)(c) of the Companies Act, 2013.

EFFECT OF THE SCHEME ON THE EQUITY SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS

1. EQUITY SHAREHOLDERS (PROMOTERS AND NON-PROMOTERS)

The Scheme does not have prejudicial effect on the Equity Shareholders (Promoter and NonPromoter Shareholders) of the Company.

Fifth Floor, Plot No. 107, Sector-44, Institutional Area, Gurugram, Haryana -121001, India CIN : U52100HR2007PTC093324 Email : [email protected]

171

JHS Svendgaard Retail Ventures Private Limited

(Formerly known as JHS Svendgaard Infrastructure Private Limited)

For Demerger:

For Demerger of Retail Investment Division (Demerged Undertaking) of JHS Svendgaard Laboratories Limited (Demerged Company) into JHS Svendgaard Retail Ventures Private Limited (Resulting Company), the resulting Company will issue and allot 1 (One) Equity Share of Face value of Rs. 10 (Rupees Ten) each at par in the Resulting Company for every 10 (Ten) Equity Shares of Face value of Rs. 10 (Rupees Ten) each held by them in the Demerged Company as on record date on the basis of Valuation Report submitted by an Independent Registered Valuer, Mr. Ajay Kumar Siwach, Registered Valuer- Securities or Financial Assets (Registration No. IBBI/RV/05/2019/11412).

For Amalgamation:

For amalgamation of JHS ith JHS Svendgaard , the Transferee Company, without further shares in proportion of 150 (One Hundred Fifty) Equity shares of face value of Rs. 10/- (Rupees Ten) each in Transferee Company for every 100 (One Hundred) Equity shares of face value of Rs.10/as on record date on the basis of Valuation Report submitted by an Independent Registered Valuer, Mr. Ajay Kumar Siwach, Registered ValuerSecurities or Financial Assets (Registration No. IBBI/RV/05/2019/11412).

2.

The Scheme will have no prejudicial effect on the key managerial personnel and directors of the Company.

3. CREDITORS, DEBENTURE HOLDERS AND DEBENTURE TRUSTEES

The Scheme will have no prejudicial effect on the Creditors, Debenture Holders and Debenture Trustees of the Company.

FOR & ON BEHALF OF JHS SVENDGAARD RETAIL VENTURES PRIVATE LIMITED SD/NIKHIL NANDA MANAGING DIRECTOR DIN : 00051501

Fifth Floor, Plot No. 107, Sector-44, Institutional Area, Gurugram, Haryana -121001, India CIN : U52100HR2007PTC093324 Email : [email protected]

172

JHS Svendgaard Brands Limited

(Formerly known as JHS Svendgaard Dental Care Limited)

CIN : U52100HR2008PLC093836

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF

) AT ITS MEETING HELD ON 9[th] OCTOBER, 2020 EXPLAINING THE EFFECT OF THE COMPOSITE SCHEME OF ARRANGEMENT FOR DEMERGER AND AMALGAMATION BETWEEN

AND ITS SHAREHOLDERS AND CREDITORS

UNDER SECTION 230 to 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

PROMOTER SHAREHOLDERS

BACKGROUND

n 9[th] October, 2020 approved the scheme.
The Board noted that the Scheme inter alia provides for demerger of the Retail Investment Division (Demerged Undertaking) of JHS Svendgaard Laboratories Limited (Demerged Company) into JHS Svendgaard Retail Ventures Private Limited (Resulting Company). Also, transfer and vesting of
The Salient features including the rationale of the Scheme were noted by the Board.
This report of the Board is accordingly being made in pursuance to the requirements of Section 232 (2)(c) of the Companies Act, 2013.

EFFECT OF THE SCHEME ON THE EQUITY SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS

1. EQUITY SHAREHOLDERS (PROMOTERS AND NON-PROMOTERS)

The Scheme does not have prejudicial effect on the Equity Shareholders (Promoter and NonPromoter Shareholders) of the Company.

Registered Office : Ground Floor, Plot No. 107, Sector-44, Institutional Area, Gurugram, Haryana -121001, India Email : [email protected]

173

JHS Svendgaard Brands Limited

(Formerly known as JHS Svendgaard Dental Care Limited)

CIN : U52100HR2008PLC093836

For Demerger:

For Amalgamation:

For amalgamation of JHS Laboratori , the Transferee Company, without further shares in proportion of 150 (One Hundred Fifty) Equity shares of face value of Rs. 10/- (Rupees Ten) each in Transferee Company for every 100 (One Hundred) Equity shares of face value of Rs.10/as on record date on the basis of Valuation Report submitted by an Independent Registered Valuer, Mr. Ajay Kumar Siwach, Registered ValuerSecurities or Financial Assets (Registration No. IBBI/RV/05/2019/11412).

2.

The Scheme will have no prejudicial effect on the key managerial personnel and directors of the Company.

3. CREDITORS, DEBENTURE HOLDERS AND DEBENTURE TRUSTEES

The Scheme will have no prejudicial effect on the Creditors, Debenture Holders and Debenture Trustees of the Company.

FOR & ON BEHALF OF JHS SVENDGAARD BRANDS LIMITED SD/NIKHIL NANDA DIRECTOR DIN : 00051501

Registered Office : Ground Floor, Plot No. 107, Sector-44, Institutional Area, Gurugram, Haryana -121001, India Email : [email protected]

174

==> picture [149 x 111] intentionally omitted <==

CIN : L74110HP2004LC C027558

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF JHS SVENDGAARD LABORATORIES LIMITED

COMPANY DEMERGED COMPANY TRANSFEREE COMPANY 9[th] OCTOBER, 2020 EXPLAINING THE EFFECT OF THE COMPOSITE SCHEME OF ARRANGEMENT FOR DEMERGER AND AMALGAMATION BETWEEN JHS SVENDGAARD RETAIL VENTURES PRIVATE LIMITED AND ITS

SHAREHOLDERS AND CREDITORS UNDER SECTION 230 to 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 ( PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS

BACKGROUND

9[th] October, 2020 approved the scheme.
The Board noted that the Scheme inter alia provides for demerger of the Retail Investment Division (Demerged Undertaking) of JHS Svendgaard Laboratories Limited (Demerged Company) into JHS Svendgaard Retail Ventures Private Limited (Resulting Company). Also, transfer and vesting of
The Salient features including the rationale of the Scheme were noted by the Board.
This report of the Board is accordingly being made in pursuance to the requirements of Section 232 (2)(c) of the Companies Act, 2013.

EFFECT OF THE SCHEME ON THE EQUITY SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS

1. EQUITY SHAREHOLDERS (PROMOTERS AND NON-PROMOTERS)

The Scheme does not have prejudicial effect on the Equity Shareholders (Promoter and NonPromoter Shareholders) of the Company.

175

==> picture [149 x 111] intentionally omitted <==

CIN : L74110HP2004LC C027558

For Demerger:

For Amalgamation:

For amalgamation of JHS , the Transferee Company, without further shares in proportion of 150 (One Hundred Fifty) Equity shares of face value of Rs. 10/- (Rupees Ten) each in Transferee Company for every 100 (One Hundred) Equity shares of face value of Rs.10/as on record date on the basis of Valuation Report submitted by an Independent Registered Valuer, Mr. Ajay Kumar Siwach, Registered ValuerSecurities or Financial Assets (Registration No. IBBI/RV/05/2019/11412).

2.

The Scheme will have no prejudicial effect on the key managerial personnel and directors of the Company.

3. CREDITORS, DEBENTURE HOLDERS AND DEBENTURE TRUSTEES

The Scheme will have no prejudicial effect on the Creditors, Debenture Holders and Debenture Trustees of the Company.

FOR & ON BEHALF OF JHS SVENDGAARD LABORATORIES LIMITED Sd/NIKHIL NANDA MANAGING DIRECTOR DIN : 00051501

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JHS SVENDGAARD RETAIL VENTURES PRIVATE LIMITED (Formerly Known as JHS SVENDGAARD INFRASTRUCTURE PRIVATE LIMITED) STATEMENT OF ASSETS AND LIABILITIES AS AT 30th June 2022

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

(Rs. In lacs)
As at 30/06/2022 As at 31/03/2022
Particulars (Unaudited) (Audited)
A ASSETS
1 Non-current assets
(a) Property, plant and equipment 30.68 31.64
(b) Capital work-in-progress - 0.49
(c) Other Intangible assets - -
(d) Right to use asset 62.96 81.85
(e) Financial Assets
(i) Investments - -
(ii) Trade Receivables - -
(iii) Loans - -
(iv) Others - -
(f) Non-current tax assets (net)
(g) Deferred Tax Assets (net) 63.84 63.84
(h) Other non-current assets 119.78 134.69
Total non-current assets 277.25 312.50
2 Current assets
(a) Inventories 33.87 35.39
(b) Financial Assets
(i) Investments 128.79 143.69
(ii) Trade receivables 59.92 59.92
(iii) Cash and cash equivalents 29.06 10.27
(iv) Bank balances other than (iii) above
(v) Loans 158.29 158.29
(vi) Others - -
(c) Current tax assets 2.15 2.15
(d) Other current assets 14.69 22.91
Total current assets 426.77 432.61
Total assets 704.03 745.12
B EQUITY AND LIABILITIES:
1 Equity
(a) Equity Share Capital 651.20 651.20
(b) Other Equity (329.64) (281.18)
Total equity 321.56 370.02
2 LIABILITIES:
Non-current liabilities
(a) Financial liabilities
(i) Borrowings 10.00 10.00
(ii) Other financial liabilities 221.21 237.39
(b) Provisions - -
(c) Deferred tax liabilities (net) - -
(d) Other non current liabilities
Total non-current liabilities 231.21 247.39
3 Current liabilities
(a) Financial liabilities
(i) Borrowings - -
(ii) Trade payables 55.81 55.81
(iii) Lease liabilities 83.38 60.75
(iii) Other financial liabilities - -
(b) Other current liabilities 12.06 11.15
(c) Provisions - -
(d) Liabilities directly associated with assets - -
classified as held for sale
Total current liabilities 151.25 127.70
Total liabilities 382.46 375.09
Total equity and liabilities 704.02 745.12
----- End of picture text -----

On behalf of the Board of Directors JHS SVENDGAARD RETAIL VENTURES PVT. LTD.

SD/SD/(Nikhil Nanda) (Sushma Nanda) DIN: 00051501 DIN: 01223706

Place : New Delhi Date- 06-08-2022

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JHS SVENDGAARD BRANDS LIMITED (Formerly Known as JHS Svendgaard Dental Care limited)

STATEMENT OF ASSETS AND LIABILITIES AS AT 30th June, 2022

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(Rs in lakhs)
As at 30/06/2022 As at 31/03/2022
Particulars (Unaudited) (Audited)
A ASSETS
1 Non-current assets
(a) Property, plant and equipment 16.72 17.90
(b) Capital work-in-progress 412.71 412.71
(b) Goodwill 79.61 79.61
(c) Other Intangible assets 1.72 2.11
(d) Right to use asset 63.50 66.83
(e) Financial Assets - -
(i) Investments - -
(ii) Trade Receivables - -
(iii) Loans - -
(iv) Others 5.44 5.44
(f) Deferred Tax Assets (net) 394.97 374.46
(g) Other non-current assets 1,816.39 2,764.92
Total non-current assets 2791.05 3723.98
2 Current assets
(a) Inventories 265.74 271.80
(b) Financial Assets
(i) Investments 673.09 100.29
(ii) Trade receivables 140.37 133.11
(iii) Cash and cash equivalents 28.38 87.66
(iv) Bank balances other than (iii) above 0.26 0.26
(v) Loans 453.77 0.42
(vi) Others 0.91 0.86
(c) Other current assets 641.65 646.38
Total current assets 2,204.17 1,240.78
Total assets 4,995.22 4,964.75
B EQUITY AND LIABILITIES:
1 Equity
(a) Equity Share Capital 1,569.75 1,569.75
(b) Other Equity (29.29) 24.28
Reserves and Surplus: - -
Capital Reserve - -
Securities Premium reserve 1,412.35 1,412.35
General Reserve - -
Retained Earnings (1,441.64) (1,388.07)
Money Received against Share warrants - -
Money Received against Share Appication - -
Total equity 1,540.46 1,594.03
LIABILITIES:
2 Non-current liabilities
(a) Financial liabilities
(i) Borrowings 1.53 1.64
(ii) Lease liabilities 75.03 78.32
(b) Provisions 5.59 4.44
(c) Deferred tax liabilities (net) - -
Total non-current liabilities 82.14 84.40
3 Current liabilities
(a) Financial liabilities
(i) Borrowings 1.67 2.24
(ii) Trade payables
- total outstanding dues of micro and small enterprises 0.07 0.16
- total outstanding dues of creditors other than micro and small 52.13 18.06
enterprises
iii)Lease Liabilities 11.82 11.38
(iii) Other financial liabilities 77.80 52.34
(b) Other current liabilities 3,228.98 3,201.99
(c) Provisions 0.15 0.15
Total Current liabilities 3,372.61 3,286.32
Total liabilities 3,454.76 3,370.72
Total equity and liabilities 4,995.22 4,964.75
----- End of picture text -----

For and on behalf of the borad of directors JHS SVENDGAARD BRANDS LIMITED

SD/SD/Nikhil Nanda Chhabi Lal Prasad Director Director DIN:00051501 DIN : 01286188

Place : New Delhi Date: 08-08-2022

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399

JHS SVENDGAARD LABORATORIES LIMITED

Regd. Office: Trilokpur Road, Kheri (Kala-Amb), Tehsil Nahan, Distt. Sirmour, Himachal Pradesh - 173030, INDIA CIN-L74110HP2004PLC027558

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

Standalone Statement of Assets and Liabilities
(Rs. in lakhs)
As at 30th June As at 31st March
Particulars 2022 2022
Unaudited Audited
A ASSETS
Non-current assets
(a) Property, plant and equipment 5,554.50 5,418.43
(b) Capital work-in-progress 1,379.70 1,582.69
(c) Right-of-use assets 116.25 122.39
(d) Intangible assets 0.07 0.09
(e) Financial Assets
(i) Investments 1,421.00 1,421.00
(ii) Other Investments 222.47 117.63
(iii) Loans (0.00) (0.00)
(iv) Others 559.92 420.32
(f) Deferred Tax Assets (net) 4.44 208.13
(g) Non-current tax assets (net) 123.17 117.11
(h) Other non-current assets 3,417.67 3,228.95
Total non-current assets 12,799.19 12,636.73
Current assets
(a) Inventories 1,061.25 914.91
(b) Financial Assets
(i) Investments - -
(ii) Trade receivables 1,817.47 1,618.58
(iii) Cash and cash equivalents 39.41 430.76
(iv) Bank balances other than (iii) above 117.16 117.16
(v) Loans 3,983.16 3,822.99
(vi) Others 89.80 543.19
(c) Other current assets 1,097.62 1,024.56
Total current assets 8,205.89 8,472.17
Total assets 21,005.08 21,108.91
B EQUITY AND LIABILITIES:
Equity
(a) Equity Share Capital 6,490.05 6,490.05
(b) Other Equity 12,155.30 12,486.55
(c ) Non-Controlling Interests
Total equity 18,645.34 18,976.59
Liabilities
Non-current liabilities
(a) Financial liabilities
(i) Borrowings 47.55 36.56
(ii) Lease liabilities 135.86 141.88
(b) Provisions 155.36 149.48
(c) Other non-current liabilities - 143.99
Total non-current liabilities 338.77 471.91
Current liabilities
(a) Financial liabilities
(i) Borrowings - 18.11
(ii) Trade payables
- total outstanding dues of micro and small enterprises 177.30 196.04
- total outstanding dues of creditors other than micro and small 1,384.38 1,113.74
enterprises
(iii) Lease Liabilities 21.37 19.91
(iii) Other financial liabilities 218.54 187.70
(b) Other current liabilities 198.05 103.57
(c) Provisions 21.33 21.33
Total current liabilities 2,020.96 1,660.40
Total liabilities 2,359.73 2,132.32
Total equity and liabilities 21,005.08 21,108.91
----- End of picture text -----

For and on behalf of Board of Directors JHS SVENDGAARD LABORATORIES LIMITED SD/Nikhil Nanda Managing Director DIN : 00051501

Place : New Delhi Date : 9th August , 2022

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406

DCS/AMAL/MJ/R37/2165/2021-22

December 08, 2021

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The Company Secretary,

Trilokpur Road Kala Amb, Nahan,Sirmour,Himachal Pradesh-173030.

Dear Sir,

Sub: Observation letter regarding Scheme of Arrangement for Demerger and Amalgamation amongst JHS Svendgaard Laboratories Limited, JHS Svendgaard Retail Ventures Private Limited and JHS Sevndgaard Brands Limited.

We are in receipt of the Draft Scheme of Arrangement of JHS Svendgaard Laboratories Limited as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its letter dated December 08, 2021 has inter alia given the following comment(s) on the draft scheme of Arrangement:

, if any, submitted by the Company, after filing
the Scheme with the Stock Exchanges, and from the date of receipt of this letter is displayed on the websites of the li
Company shall ensure that it discloses all details of ongoing adjudication & recovery
proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the scheme.
- Companies involved in
the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the SEBI (ICDR) Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking

arious

Company shall ensure that the financials in the scheme including financials considered for
valuation report are not for period more than 6 months old as on date of filing of scheme with Hon' ble NCLT .
Company shall ensure that the undertaking as submitted to BSE wherein it was declared and
confirmed that no material event (as defined under SEBI LODR Regulations) has occurred in the Company, post the date of issuance of the revised valuation report dated September 01, 2021, which might have an impact on the valuation; shall be brought to the notice of NCLT .
that any new issuance of shares has to be mandatorily in demat form
only .
petition to be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the observations to the notice of NCLT."

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407

BSE - INTERNAL

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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

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

To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.
To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website. To duly comply with various provisions of the circulars.

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

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

The riteria for listing the securities of such company and also comply with other applicable statutory requirements. However, the listing of shares of JHS Svendgaard Retail Ventures Private Limited is at the discretion of the Exchange. In addition to the above, the listing of JHS Svendgaard Retail Ventures Private Limited pursuant to the Scheme of Arrangement shall be subject to SEBI approval and the Company satisfying the following conditions:

To submit the Information Memorandum containing all the information about JHS Svendgaard Retail Ventures Private Limited in line with the disclosure requirements applicable for public issues with BSE, for making the same available to the public through the website of the Exchange. Further, the company is also advised to make the same available to the public through its website.
To publish an advertisement in the newspapers containing all JHS Svendgaard Retail Ventures Private Limited in line with the details required as per the aforesaid SEBI circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017. The advertisement should draw a specific reference to the aforesaid Information Memorandum available on the website of the company as well as BSE.
To disclose all the material information about JHS Svendgaard Retail Ventures Private Limited on a continuous basis so as to make the same public, in addition to the requirements if any, specified in Listing Agreement for disclosures about the subsidiaries.
The following provisions shall be incorporated in the scheme:
i. The shares allotted pursuant to the Scheme shall remain frozen in the depository system till listing/trading permission is given by the designated stock exc
ii. be no change in the shareholding pattern of JHS Svendgaard Retail Ventures Private Limited between the record date and the listing which may affect the status of this approva

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408

BSE - INTERNAL

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

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

The Exchange reserves its righ advers n submitted to the Exchange is found to be incomplete / incorrect / misleading / false or for any contravention of Rules, Byelaws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities. Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

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

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

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

Yours faithfully, Sd/-

Prasad Bhide Manager

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AI assistant

JHS Svendgaard Laboratories Ltd. — M&A Activity 2022

61621_rns_2022-10-10_c9608483-106f-4f72-a964-7f71bf6538dd.pdf

Date: 10-10-2022

To,

Dear Sir / Ma’am,

Yours faithfully, For & on behalf of JHS Svendgaard Laboratories Limited

NOTICE CONVENING MEETING OF THE SECURED CREDITORS OF

JHS SVENDGAARD LABORATORIES LIMITED

REMOTE E- VOTING:

INDEX

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH AT CHANDIGARH COMPANY APPLICATION NO. (CAA) 15 / CHD / HRY / 2022 (UNDER SECTION 230- 232 OF COMPANIES ACT, 2013)

IN THE MATTER OF:

AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT BETWEEN:

NOTICE CONVENING THE MEETING OF SECURED CREDITORS OF JHS SVENDGAARD LABORATORIES LIMITED (DEMERGED COMPANY/TRANSFEREE COMPANY) AS PER THE DIRECTIONS OF HON’BLE NCLT, CHANDIGARH BENCH

To,

Notes:

THE INSTRUCTIONS FOR SECURED CREDITORS FOR REMOTE E-VOTING AND JOINING THE MEETING THROUGH VC ARE AS UNDER:

INSTRUCTIONS:

THE INSTRUCTIONS FOR SECURED CREDITORS FOR E-VOTING ON THE DAY OF THE SECURED CREDITOR MEETING ARE AS UNDER:

INSTRUCTIONS FOR SECURED CREDITORS FOR ATTENDING THE SECURED CREDITORS MEETING THROUGH VC/OAVM ARE AS UNDER:

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH AT CHANDIGARH COMPANY APPLICATION NO. (CAA) 15 / CHD / HRY / 2022 (UNDER SECTION 230- 232 OF COMPANIES ACT, 2013)

IN THE MATTER OF:

AND

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT BETWEEN:

3. List of the Companies/Parties involved in the Scheme:

A. JHS SVENDGAARD RETAIL VENTURES PRIVATE LIMITED

Directors

JHS SVENDGAARD BRANDS LIMITED

Promoters

Directors

C. JHS SVENDGAARD LABORATORIES LIMITED

Promoters

Directors

For Resulting Company:

For Transferor Company:

For Demerged/Transferee Company:

7. Approvals Required

8. Per and Post Capital Structure:

For Resulting Company

9. Summary of Share Entitlement Ratio Report and Fairness Opinion:

Demerger of Demerged Undertaking of Demerged Company into Resulting Company:

Amalgamation of Transferor Company with the Demerged/Transferee Company:

Demerger of Demerged Undertaking of Demerged Company into Resulting Company:

Amalgamation of Transferor Company with the Demerged/Transferee Company:

10. There is no Capital/Debt Restructuring in the Scheme.

(c) This Scheme is divided into the following chapters:

CHAPTER 2 DEMERGER OF “RETAIL INVESTMENT DIVISION” (DEMERGED UNDERTAKING) OF THE DEMERGED COMPANY INTO RESULTING COMPANY

4. TRANSFER OF CONTRACTS, AGREEMENTS, MOU, PERMITS, QUOTAS AND LICENCE OF DEMERGED UNDERTAKING.

5. EMPLOYEE MATTERS

6. LEGAL PROCEEDING

8. OTHER PROVISIONS

9. CONDUCT OF BUSINESS

CHAPTER 3

TRANSFER & VESTING OF UNDERTAKING OF TRANSFEROR COMPANY INTO TRANSFEREE COMPANY

4. TRANSFER OF LIABILITIES

5. LEGAL PROCEEDINGS

7. CONTRACTS, DEEDS, ETC

8. TAXES AND OTHER MATTERS

10. Conduct of Business

CHAPTER 4 ISSUE OF SHARES FOR DEMERGER AND ACCOUNTING TREATMENT

“ 1 (One) Equity Share of Face value of Rs. 10 (Rupees Ten) each at par in the Resulting Company for every 10 (Ten) Equity Shares of Face value of Rs. 10 (Rupees Ten) each held by them in the Demerged Company”

4. LISTING REGULATIONS AND SEBI COMPLIANCES

CHAPTER 5

REORGANIZATION OF CAPITAL OF TRANSFEREE COMPANY

1. REORGANISATION OF CAPITAL IN THE TRANSFEREE COMPANY

CHAPTER 6

GENERAL TERM AND CONDITIONS

2 MODIFICATION OR AMENDMENTS TO THE SCHEME

4 SCHEME CONDITIONAL UPON:

JHS Svendgaard Retail Ventures Private Limited

BACKGROUND

EFFECT OF THE SCHEME ON THE EQUITY SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS

1. EQUITY SHAREHOLDERS (PROMOTERS AND NON-PROMOTERS)

JHS Svendgaard Retail Ventures Private Limited

(Formerly known as JHS Svendgaard Infrastructure Private Limited)

For Demerger:

For Amalgamation:

2.

JHS Svendgaard Laboratories Ltd. M&A Activity 2022