JUBILANT PHARMOVA LIMITED — Proxy Solicitation & Information Statement 2020

Jul 3, 2020

July 3, 2020

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BSE Limited Floor 25, P. J. Towers Dalal Street, Fort Mumbai - 400 001

National Stock Exchange of India Limited Exchange Plaza Bandra Kurla Complex Bandra (E) Mumbai - 400 051

Dear Sirs,

Sub: Notice of Meeting of the Equity Shareholders convened pursuant to the directions of the National Company Law Tribunal, Allahabad Bench

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that pursuant to the Order of the National Company Law Tribunal, Allahabad Bench passed on June 9, 2020 as corrected by the Order dated June 15, 2020 under Section 230(1) of the Companies Act, 2013 (the ‘Act’) in the Company Application No. 101/ALD/2020, a meeting of the Equity Shareholders of Jubilant Life Sciences Limited is being convened at the Registered Office of the Company at Bhartiagram, Gajraula, District Amroha-244223, Uttar Pradesh on Saturday, August 8, 2020 at 11:00 A.M. for the purpose of considering and, if thought fit, approving with or without modification(s), the Composite Scheme of Arrangement between HSB Corporate Consultants Private Limited, Jubilant Stock Holding Private Limited, SSB Consultants & Management Services Private Limited, JCPL Life Science Ventures and Holdings Private Limited, JSPL Life Science Services and Holdings Private Limited, Jubilant Life Sciences Limited and Jubilant LSI Limited and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Act.

Shareholders entitled to attend and vote at the meeting may vote in person or by proxy at the meeting or through electronic means. Shareholders who have received physical copy of the notice have also been offered the facility of postal ballot, pursuant to the NCLT Order. The Company has engaged National Securities Depository Limited (‘NSDL’) for the purpose of providing e-voting facility to its shareholders. The e-voting facility can be availed by logging in the NSDL e-Voting system at https://www.evoting.nsdl.com/.

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Voting through postal ballot/ e-voting for the resolution proposed in the notice shall commence at 9:00 a.m. (IST) on Thursday, July 9, 2020 and shall end at 5:00 p.m. (IST) on Friday, August 7, 2020.

We are enclosing herewith copy of the notice of the meeting. The said notice is also available on the Company's website www.jubl.com.

We request you to take the same on record.

Thanking you,

Yours faithfully,

For Jubilant Life Sciences Limited

RAJIV Digitally signed by RAJIV SHAH Date: 2020.07.03 SHAH 16:38:18 +05'30' Rajiv Shah Company Secretary

Encl: As above

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JUBILANT LIFE SCIENCES LIMITED

(CIN : L24116UP1978PLC004624)

Registered Office: Bhartiagram, Gajraula, District Amroha - 244 223, Uttar Pradesh, India Phone: +91-5924-267200; E-mail: investors@jubl.com; Website: www.jubl.com

NOTICE – EQUITY SHAREHOLDERS

Registered Office : Bhartiagram, Gajraula, Distt. Amroha - 244 223, Uttar Pradesh Tel No. : +91-5924-267200 CIN : L24116UP1978PLC004624 E-mail : investors@jubl.com

MEETING OF THE EQUITY SHAREHOLDERS OF JUBILANT LIFE SCIENCES LIMITED

(Convened pursuant to order dated June 9, 2020, as corrected by order dated June 15, 2020, passed by Hon’ble National Company Law Tribunal, Allahabad Bench)

MEETING:

MEETING:
Day	:	Saturday
Date	:	August 8, 2020
Time	:	11.00 A.M.
Venue	:	Bhartiagram, Gajraula, District Amroha - 244 223, Uttar Pradesh

E-VOTING:

E-VOTING:
Start Date and Time	:	Tursday, July 9, 2020 on 9.00 a.m.
End Date and Time	:	Friday, August 7, 2020 on 5.00 p.m.

INDEX

	INDEX
Sr. No.	Contents	Page No.
1	Notice convening the meeting of Equity Shareholders (which includes Public Shareholders) of Jubilant Life Sciences Limited under the provisions of Sections 230 to 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 Communication containing e-voting particulars	4
2	Explanatory Statement under Sections 230(3), 232(1) & (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 including statement of shareholdings of Directors and KMP	10
3	Annexure 1 Copy of Composite Scheme of Arrangement between HSB Corporate Consultants Private Limited, Jubilant Stock Holding Private Limited, SSB Consultants & Management Services Private Limited, JCPL Life Science Ventures and Holdings Private Limited, JSPL Life Science Services and Holdings Private Limited, Jubilant Life Sciences Limited, Jubilant LSI Limited and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013	36
4	Annexure 2 Copy of the Share Exchange Ratio and Share Entitlement Ratio reports dated October 23, 2019 read with Addendum dated November 22, 2019 obtained from M/s. B.B. & Associates, Chartered Accountants	118
5	Annexure 3 Copy of Fairness Opinion dated October 23, 2019 read with Addendum dated November 22, 2019, issued by Ernst & Young Merchant Banking Services LLP	138
6	Annexure 4 Copy of “No objection” letter dated January 31, 2020 of National Stock Exchange of India Limited to Jubilant Life Sciences Limited	149
7	Annexure 5 Copy of “No adverse observation” letter dated January 30, 2020 of BSE Limited to Jubilant Life Sciences Limited	151
8	Annexure 6 Copy of Complaints Report dated December 27, 2019, submitted by Jubilant Life Sciences Limited to BSE Limited	154
9	Annexure 7 Copy of Complaints Report dated January 6, 2020, submitted by Jubilant Life Sciences Limited to the National Stock Exchange of India Limited	156
10	Annexure 8 Copy of Report adopted by the Board of Directors of Jubilant Life Sciences Limited in its meeting held on October 25, 2019, pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013	158
11	Annexure 9 Copy of Report adopted by the Board of Directors of HSB Corporate Consultants Private Limited in its meeting held on October 23, 2019, pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013	165
12	Annexure 10 Copy of Report adopted by the Board of Directors of Jubilant Stock Holding Private Limited in its meeting held on October 23, 2019, pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013	170
13	Annexure 11 Copy of Report adopted by the Board of Directors of SSB Consultants & Management Services Private Limited in its meeting held on October 23, 2019, pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013	175
14	Annexure 12 Copy of Report adopted by the Board of Directors of JCPL Life Science Ventures and Holdings Private Limited in its meeting held on October 23, 2019, pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013	180
15	Annexure 13 Copy of Report adopted by the Board of Directors of JSPL Life Science Services and Holdings Private Limited in its meeting held on October 23, 2019, pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013	185

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16	Annexure 14 Copy of Report adopted by the Board of Directors of Jubilant LSI Limited in its meeting held on October 24, 2019, pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013	190
17	Annexure 15 Copy of audited fnancial statements of Jubilant Life Sciences Limited for the year ended March 31, 2020	193
18	Annexure 16 Copy of audited fnancial statements of HSB Corporate Consultants Private Limited for the year ended March 31, 2020	279
19	Annexure 17 Copy of audited fnancial statements of Jubilant Stock Holding Private Limited for the year ended March 31, 2020	297
20	Annexure 18 Copy of audited fnancial statements of SSB Consultants & Management Services Private Limited for the year ended March 31, 2020	318
21	Annexure 19 Copy of audited fnancial statements of JCPL Life Science Ventures and Holdings Private Limited for the year ended March 31, 2020	334
22	Annexure 20 Copy of audited fnancial statements of JSPL Life Science Services and Holdings Private Limited for the year ended March 31, 2020	350
23	Annexure 21 Copy of audited fnancial statements of Jubilant LSI Limited for the year ended March 31, 2020	366
24	Annexure 22 Auditor’s certifcates issued by BSR & Co. LLP, Chartered Accountants to Jubilant Life Sciences Limited and Jubilant LSI Limited certifying that the accounting treatment proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013	390
25	Annexure 23 Pre and Post Scheme shareholding pattern and expected capital structure	399
26	Annexure 24 Te applicable information of HSB Corporate Consultants Private Limited in the format specifed for Abridged Prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018	405
27	Annexure 25 Te applicable information of Jubilant Stock Holding Private Limited in the format specifed for Abridged Prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018	412
28	Annexure 26 Te applicable information of SSB Consultants & Management Services Private Limited in the format specifed for Abridged Prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018	420
29	Annexure 27 Te applicable information of JCPL Life Science Ventures and Holdings Private Limited in the format specifed for Abridged Prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018	427
30	Annexure 28 Te applicable information of JSPL Life Science Services and Holdings Private Limited in the format specifed for Abridged Prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018	435
31	Annexure 29 Te applicable information of Jubilant LSI Limited in the format specifed for Abridged Prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018	443
32	Route map of the venue for the NCLT Convened Meeting of Equity Shareholders	Back Cover Inside
33	Form of Proxy	Loose
34	Attendance Slip	Loose
35	Postal Ballot Form and postage-prepaid self-addressed Business Reply Envelope	Loose

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FORM NO. CAA. 2

[Pursuant to Section 230(3) and Rule 6]

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL ALLAHABAD BENCH

COMPANY APPLICATION NO. 101/ALD/2020

In the matter of Companies Act, 2013

And

In the matter of Sections 230-232 and Section 66 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

And

IN THE MATTER OF COMPOSITE SCHEME OF ARRANGEMENT BETWEEN HSB CORPORATE CONSULTANTS PRIVATE LIMITED …..Applicant Co. No. 1/ “Transferor Company 1” And JUBILANT STOCK HOLDING PRIVATE LIMITED ..… Applicant Co. No. 2/ “Transferor Company 2” And SSB CONSULTANTS & MANAGEMENT SERVICES PRIVATE LIMITED …..Applicant Co. No. 3/ “Transferor Company 3” And JCPL LIFE SCIENCE VENTURES AND HOLDINGS PRIVATE LIMITED …..Applicant Co. No. 4/ “Transferor Company 4” And JSPL LIFE SCIENCE SERVICES AND HOLDINGS PRIVATE LIMITED …..Applicant Co. No. 5/ “Transferor Company 5” And JUBILANT LIFE SCIENCES LIMITED …..Applicant Co. No. 6/ “Transferee Company/ Demerged Company” And JUBILANT LSI LIMITED …..Applicant Co. No. 7/ “Resulting Company” And their respective Shareholders and Creditors

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JUBILANT LIFE SCIENCES LIMITED

(CIN : L24116UP1978PLC004624)

A company incorporated under the provisions of the Companies Act, 1956,

having its Registered Office at – Bhartiagram, Gajraula, District Amroha- 244223, Uttar Pradesh, India

………… Applicant Company No. 6/ “Transferee Company/Demerged Company”

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF JUBILANT LIFE SCIENCES LIMITED (APPLICANT COMPANY NO. 6/ “TRANSFEREE COMPANY / DEMERGED COMPANY”) PURSUANT TO THE ORDER DATED JUNE 9, 2020, AS CORRECTED BY ORDER DATED JUNE 15, 2020 PASSED BY THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, ALLAHABAD BENCH

Notice is hereby given that the Allahabad Bench of the National Company Law Tribunal, by order dated June 9, 2020, as corrected by Order dated June 15, 2020, has directed that a meeting of Equity Shareholders of the Transferee Company/Demerged Company shall be held on August 8, 2020 at 11:00 a.m. at the registered office of the Transferee Company/Demerged Company at Bhartiagram, Gajraula, District Amroha- 244223, Uttar Pradesh, India for the purpose of considering, and if thought fit, approving with or without modification(s), the arrangement embodied in the Composite Scheme of Arrangement between HSB Corporate Consultants Private Limited (“Transferor Company 1”), Jubilant Stock Holding Private Limited (“Transferor Company 2”), SSB Consultants & Management Services Private Limited (“Transferor Company 3”), JCPL Life Science Ventures and Holdings Private Limited (“Transferor Company 4”), JSPL Life Science Services and Holdings Private Limited (“Transferor Company 5”), Jubilant Life Sciences Limited (“Transferee Company/Demerged Company”) and Jubilant LSI Limited (“Resulting Company”) and their respective shareholders and creditors. In pursuance of the said order and as directed therein, notice is hereby given that a meeting of the Equity Shareholders of the Applicant Company No. 6/Transferee Company/Demerged Company will be held at its registered office, Bhartiagram, Gajraula, District Amroha - 244223, Uttar Pradesh, India on Saturday, August 8, 2020 at 11:00 a.m. at which time and place, the Equity shareholders of the Applicant Company No. 6/Transferee Company/Demerged Company are requested to attend. At the meeting, the following resolution will be considered and, if thought fit, passed with or without modification(s):

“RESOLVED THAT pursuant to the provisions of Sections 66, 230 to 232 and other applicable provisions of the Companies Act, 2013, the Rules, Circulars and Notifications made thereunder (including any statutory modification or re-enactment thereof) as may be applicable, and subject to the provisions of the Memorandum and Articles of Association of the Company and subject to approval of the Hon’ble National Company Law Tribunal, Bench at Allahabad (“NCLT”) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by NCLT or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”), the arrangement embodied in the Composite Scheme of Arrangement between HSB Corporate Consultants Private Limited, Jubilant Stock Holding Private Limited, SSB Consultants & Management Services Private Limited, JCPL Life Science Ventures and Holdings Private Limited, JSPL Life Science Services and Holdings Private Limited, Jubilant Life Sciences Limited and Jubilant LSI Limited and their respective shareholders and creditors (“Composite Scheme”) placed before this meeting, be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorised 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 Composite 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 Composite 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 account as considered necessary in giving effect to the Composite Scheme, as the Board may deem fit and proper.”

Persons entitled to attend and vote at the meeting, may vote in person or by proxy, provided that all proxies in the prescribed form are deposited at the registered office of the Transferee Company/Demerged Company at Bhartiagram, Gajraula, District Amroha244223, Uttar Pradesh, India not later than 48 hours before the meeting.

Form of Proxy is also annexed to this Notice and can be obtained from the Registered Office of the Transferee Company/Demerged Company or from the office of the Advocate as mentioned below.

Equity Shareholders are further informed that in compliance with the provisions of: (i) Section 230(4) read with Sections 108 and 110 of the Companies Act, 2013; (ii) Rule 6(3)(xi) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; (iii) Rule 22 read with Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014; (iv) Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; and (v) Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 including its amendments issued by the Securities and Exchange Board of India, the Transferee Company/Demerged Company has provided the facility of voting by postal ballot (refer Note-11 below) and e-voting so as to enable the Equity shareholders, to consider and approve the Composite Scheme by way of the aforesaid resolution. Accordingly, voting by Equity shareholders of the Transferee Company/

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Demerged Company to the Composite Scheme shall be carried out through (i) postal ballot or e-voting and (ii) ballot or polling paper or electronic voting at the venue of the meeting to be held on Saturday, August 8, 2020 at 11:00 a.m.

Copies of the said Composite Scheme and Explanatory Statement, under Sections 230(3), 232(1), 232(2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, are annexed to this Notice and can be obtained free of charge from the registered office of the Transferee Company/Demerged Company or at the office of its Advocate Mr. Rahul Agarwal, Chamber No. 42, High Court or 74/62, Lal Bahadur Shastri Marg, Allahabad - 211001.

The Tribunal has appointed Shri Pradip Kumar, Advocate as Chairman and Shri Anuj Srivastava, Advocate as Alternate Chairman of the said meeting and Shri S. K. Gupta, Practicing Company Secretary as Scrutinizer to conduct the voting in a fair and transparent manner. The above-mentioned Scheme, if approved by the Equity shareholders of the Transferee Company/Demerged Company in their meeting, will be subject to the subsequent approval of the Tribunal.

Dated:- June 25, 2020 Place:-Allahabad

For Jubilant Life Sciences Limited Sd/Pradip Kumar Chairman appointed for the meeting

Notes:

1. ONLY REGISTERED EQUITY SHAREHOLDERS OF THE TRANSFEREE COMPANY/ DEMERGED COMPANY AS ON JUNE 5, 2020 (CUT-OFF DATE) MAY ATTEND AND VOTE EITHER IN PERSON OR BY PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF (AND A PROXY NEED NOT BE A MEMBER/ EQUITY SHAREHOLDER OF THE “TRANSFEREE COMPANY/ DEMERGED COMPANY”) or in the case of a body corporate, by a representative authorised under Section 113 of the Companies Act, 2013 at the meeting of the equity shareholders of the Transferee Company. The authorised representative of a body corporate which is a registered Equity shareholder of the Transferee Company/Demerged Company may attend and vote at the meeting of the Equity shareholders of the Transferee Company/Demerged Company provided a copy of the resolution of the Board of Directors authorizing such representative to attend and vote at the meeting of the Equity shareholders of the Transferee Company/Demerged Company, is deposited at the registered office of the Transferee Company/Demerged Company not later than 48 (forty eight) hours before the scheduled time of the commencement of the meeting.

2. As per Section 105 of the Companies Act, 2013 and the Rules made thereunder, a person can act as proxy on behalf of not more than 50 (fifty) Equity shareholders holding in aggregate, not more than 10% (ten percent) of the total paid up share capital of the Transferee Company/Demerged Company carrying voting rights. Equity shareholders holding more than 10% (ten percent) of the total paid up share capital of the Transferee Company/Demerged Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or Equity shareholder.

3. The Form of Proxy can be obtained free of charge from the registered office of the Transferee Company/Demerged Company.

4. All alterations made in the Form of Proxy should be initialed by the Equity shareholder.

5. Every Equity shareholder entitled to vote at a meeting of the Transferee Company/Demerged Company, or on any resolution to be moved thereat, shall be entitled during the period beginning 24 (twenty four) hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, to inspect the proxies lodged, at any time during the business hours of the Transferee Company/Demerged Company, provided not less than three days’ prior notice in writing of the intention so to inspect is given to the Transferee Company/Demerged Company.

6. A registered Equity shareholder or his/her proxy, attending the meeting, is requested to bring and submit to the Transferee Company/Demerged Company the Attendance Slip duly completed and signed. In case of joint holders attending the meeting, only such joint holder whose name stands first in the register of members of the Transferee Company/Demerged Company or in the list of beneficial owners as received from National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) in respect of such joint holding, will be entitled to vote.

7. The documents referred to in the accompanying Explanatory Statement shall be open for inspection by the Equity shareholders at the registered office of the Transferee Company between 11.00 a.m. and 1.00 p.m. on all working days (except Saturdays, Sundays and public holidays) up to the date of the meeting.

8. The Notice, together with the documents accompanying the same, is being sent to all the Equity shareholders either by registered post or by speed post or by hand delivery, or electronically by e-mail to those Equity shareholders who have registered their e-mail IDs with the Transferee Company/Demerged Company/Registrar and share transfer agents / NSDL / CDSL, whose names appear in the register of members / list of beneficial owners as received from NSDL / CDSL as on Friday, June 5, 2020 (‘Cut-off Date’). Those who have become shareholders as on the Cut-off Date may download the Notice from Transferee Company’s/Demerged Company’s website i.e. www.jubl.com or may write to the Company Secretary, Jubilant Life Sciences

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Limited at the registered address of the Transferee Company/Demerged Company for availing the Notice. The Notice will be displayed on the website of the Transferee Company/Demerged Company i.e. www.jubl.com and on the website of NSDL i.e. www.nsdl.co.in.

1. The Notice convening the aforesaid meeting will be published through advertisement in ‘Financial Express’ and ‘Hindustan Times’ English newspapers and ‘Jansatta’ and ‘Hindustan’, vernacular newspapers, having wide circulation in District Gautam Budh Nagar and District Amroha where the Corporate Office and Registered Office of the Transferee Company/Demerged Company and other Applicant Company (as applicable) is situated, respectively.

2. A person, whose name is not recorded in the register of members as on the Cut-off Date shall not be entitled to avail the facility of voting at the meeting. Voting rights shall be reckoned on the paid-up value of the shares registered in the names of Equity shareholders as on the Cut-off Date. Persons, who are not Equity shareholders of the Transferee Company/Demerged Company as on the Cut-off Date should treat this notice for information purposes only.

3. Pursuant to the order of the Hon’ble National Company Law Tribunal, Bench at Allahabad (NCLT), the facility of voting through postal ballot is being offered to the shareholders to whom the physical notices are being issued. Any instruction given below pertaining to postal ballot shall be applicable only to those shareholders who have received postal ballot forms with physical notices.

4. The voting by the Equity shareholders (including the Public Shareholders) through the postal ballot or e-voting shall commence at 9.00 a.m. (IST) on Thursday, July 9, 2020 and shall close at 5.00 p.m. (IST) on Friday, August 7, 2020.

5. The Transferee Company/Demerged Company has engaged the services of National Securities Depository Limited (NSDL) for facilitating e-voting for the said meeting. The e-voting module shall be disabled by NSDL for voting at 5.00 p.m. (IST) on Friday, August 7, 2020. Once the vote on the resolution is cast by an equity shareholder, he or she will not be allowed to change it subsequently. Equity Shareholders desiring to exercise their vote by using e-voting facility are requested to follow the instructions mentioned below for e-voting.

6. A Postal Ballot Form along with self-addressed postage pre-paid envelope is enclosed with physical notice. Equity shareholders’ voting through Postal Ballot are requested to carefully read the instructions printed in the enclosed Postal Ballot Form.

7. Equity shareholders shall fill in the requisite details and send the duly completed and signed Postal Ballot Form in the enclosed self-addressed postage pre-paid envelope to the Scrutinizer so as to reach the Scrutinizer before 05:00 p.m. on Friday, August 7, 2020. Postal Ballot Form, if sent by courier or by registered post/speed post/hand delivery at the expense of the equity shareholder, will also be accepted. Any Postal Ballot Form received after the said date and time shall be treated as invalid.

8. Incomplete, unsigned, improperly or incorrectly tick marked Postal Ballot Forms will be rejected by the Scrutinizer.

9. The vote on Postal Ballot cannot be exercised through proxy.

10. There will be only 1 (one) Postal Ballot Form for every registered folio/client ID irrespective of the number of joint Equity shareholders.

11. The Postal Ballot Form should be completed and signed by the Equity shareholders (as per specimen signature registered with the Transferee Company/ Demerged Company and/or furnished by the Depositories). In case, shares are jointly held, the Postal Ballot Form should be completed and signed by the first named equity shareholder and, in his/her absence, by the next named Equity shareholder. Holder(s) of Power of Attorney (“POA”) on behalf of an Equity shareholder may vote on the postal ballot mentioning the registration number of the POA with the Transferee Company/Demerged Company or enclosing a copy of the POA authenticated by a notary. In case of shares held by companies, societies, etc., the duly completed Postal Ballot Form should be accompanied by a certified copy of the Board Resolution/authorization giving the requisite authority to the person voting on the postal ballot form.

12. The Tribunal has appointed Shri S. K. Gupta, Practicing Company Secretary as the Scrutinizer to scrutinize the e-voting process and ballot forms and to conduct the voting at the venue of the meeting in a fair and transparent manner.

13. The Scrutinizer will submit his combined report to the Chairman of the meeting after completion of the scrutiny of the votes cast by the Equity shareholders of the Transferee Company/ Demerged Company through (i) e-voting process, (ii) postal ballot and (iii) ballot/polling paper/electronic voting at the venue of the meeting. The scrutinizer will also submit a separate report with regard to the result of the (a) postal ballot; (b) e-voting; and (c) polling paper at the venue of the Meeting, in respect of Public Shareholders. The Scrutinizer’s decision on the validity of the vote cast via (i) e-voting process, (ii) postal ballot and (iii) ballot/polling paper/electronic voting at the venue of the meeting shall be final.

14. The Equity shareholders of the Transferee Company/Demerged Company can opt for only one mode for voting i.e. by postal ballot or e-voting or voting at the venue of the meeting. If an Equity shareholder has opted for e-voting, then he/she should not vote by Postal Ballot Form also and vice versa. However, in case Equity shareholder(s) casts his/her vote(s) both via postal

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ballot and e-voting, then voting validly done through e-voting shall prevail and voting done by postal ballot shall be treated as invalid.

1. The Equity shareholders of the Transferee Company/Demerged Company attending the meeting who have not cast their votes either through postal ballot or e-voting shall be entitled to exercise their votes at the venue of the meeting. Equity shareholders who have cast their votes through postal ballot or e-voting may also attend the meeting but shall not be entitled to cast their votes again.

Voting Options :

The business set out in the Notice of NCLT Convened Meeting of Equity Shareholders may be transacted through electronic voting system, Postal Ballot or Polling Paper. The Company is providing facility for voting by electronic means. Information relating to e-Voting facility and voting at the meeting of NCLT Convened Meeting is given below:

- Voting through electronic means (e Voting facility)

• I. In compliance with the provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standards issued by the Institute of Company Secretaries of India, the Company is pleased to provide equity shareholders facility to exercise their right to vote on the resolution proposed to be considered at the NCLT Convened Meeting (‘NCM’) by electronic means and the business may be transacted through e-voting. The facility of casting the votes by the equity shareholders using an electronic voting system from a place other than venue of the NCM (“remote e-voting” or “e-voting”) will be provided by the National Securities Depository Limited (NSDL).

• II. The facility for casting the vote through ballot paper/ Insta Poll shall be made available at the venue of NCM and the equity shareholders attending the meeting who have not cast their vote by remote e-voting or through Postal Ballot shall be able to exercise their right at the meeting through ballot paper/ Insta Poll.

• III. Equity Shareholders can opt for only one mode of voting i.e. either through remote E-Voting or Postal Ballot or Ballot Paper/ Insta Poll at the venue of NCM of Equity Shareholders. In case Equity Shareholders cast their vote by more than one mode of voting, then voting will be counted in the following sequence of priority, namely, (i) Remote E-Voting, (ii) Postal Ballot, and (iii) Ballot Paper/ Insta Poll at the venue of NCM, as may be applicable.

• IV. The remote e-voting period commences on Thursday, July 9, 2020 at 9:00 a.m. and ends on Friday, August 7, 2020 at 5:00 p.m. During this period, equity shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. June 5, 2020 may cast their vote by remote e-voting. The remote e-voting shall be disabled by NSDL after the remote e-voting period ends. Once the vote is cast, the equity shareholders shall not be allowed to change it subsequently.

• V. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the NCM through ballot paper/ Insta Poll.

• VI. The voting rights of equity shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date i.e. June 5, 2020.

• VII. How do I vote electronically using NSDL e-Voting system? The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1 : Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

Step 2 : Cast your vote electronically on NSDL e-Voting system.

Details of Step 1 are mentioned below:

How to Log-in to NSDL e-Voting website?

1. 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.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ section.

3. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL e-services i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL e-services after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

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1. Your User ID details are given below:

Your User ID details are given below:
Manner of holding shares i.e. Demat (NSDL or CDSL)or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 thenyour user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 1 2 * * * * * * * * * * * * thenyour user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company. For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Your password details are given below:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will prompt you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, your ‘initial password’ is communicated to you on your postal address.

5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

6. Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. i. “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

8. ii. If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.

9. iii. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

10. After entering your password, tick on Agree to “Terms and Conditions” by electing on the check box.

11. Now, you will have to click on “Login” button.

12. After you click on the “Login” button, Home page of e-Voting will open.

13. Details of Step 2 are given below:

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.

2. After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

3. Select “EVEN” of the company for which you wish to cast your vote.

4. Now you are ready for e-Voting as the Voting page opens.

5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

6. Upon confirmation, the message “Vote cast successfully” will be displayed.

7. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

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1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for Shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter, etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail at sk_gupta1@rediffmail.com with a copy marked to evoting@nsdl.co.in.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in.

• I. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the Cut-off date only shall be entitled to avail the facility of remote e-Voting or voting at the venue of NCM through Polling Paper/ Insta Poll. A person who is not a member as on the Cut-off date should treat this Notice for information purpose only.

• II. Shri S. K. Gupta, Practicing Company Secretary (FCS No. 2589, C.P. No.: 1920), Company Secretaries, has been appointed as ‘Scrutinizer’ to scrutinize the remote e-Voting and Poll process in a fair and transparent manner.

• III. The Chairman will, at the end of discussion on the resolution on which voting is to be held, allow voting by use of Polling Paper / Insta Poll for all those equity shareholders who are present at the venue of NCM and have not cast their votes by availing the remote e-voting facility or through Postal Ballot.

• IV. Please note that the members who have exercised their right to vote through electronic means as above shall not be eligible to vote by way of Postal Ballot or Polling Paper/ Insta Poll at the venue of NCM. Votes cast through Postal Ballot or under Poll taken together with the votes cast through remote e-Voting shall be counted for the purpose of passing of resolution. No voting by show of hands will be allowed at the NCM.

• V. The Scrutinizer shall, after the conclusion of voting at the NCM, first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting or through Postal Ballot in the presence of at least two witnesses not in the employment of the Company and shall make, not later than two days of the conclusion of the NCM, a consolidated scrutinizer’s report of the total votes cast in favor or against, to the Chairman or the Alternate Chairman (as the case may be), who shall countersign the same and declare the result of the voting forthwith.

• VI. The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company (www.jubl.com) and on the website of NSDL (www.evoting.nsdl.com) immediately after the declaration of result by the Chairman or the Alternate Chairman (as the case may be). The results shall also be immediately forwarded to the stock exchanges where the shares of the Company are listed.

• VII. In case of any queries or grievances relating to e-Voting, you may contact Mr. Amit Vishal, Senior Manager, NSDL, Trade World, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai- 400013, India through e-mail at evoting@nsdl.co.in or on Toll Free No.: 1800-222-990 or Mr. J. K. Singla, Senior Manager, M/s. Alankit Assignments Limited, 205-208 Anar Kali Complex, Jhandewalan Extension, New Delhi- 110 055, India through email at rta@alankit. com or on Telephone No.: 011-42541234.

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL ALLAHABAD BENCH

(DISTRICT: GAUTAM BUDH NAGAR)

In the matter of Companies Act, 2013

And

In the matter of Sections 230 to 232, Section 66 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

And IN THE MATTER OF HSB CORPORATE CONSULTANTS PRIVATE LIMITED …..Applicant Co. No. 1/ “Transferor Company 1” And JUBILANT STOCK HOLDING PRIVATE LIMITED … Applicant Co. No. 2/ “Transferor Company 2” And SSB CONSULTANTS & MANAGEMENT SERVICES PRIVATE LIMITED ” … Applicant Co. No. 3/ “Transferor Company 3 And JCPL LIFE SCIENCE VENTURES AND HOLDINGS PRIVATE LIMITED … Applicant Co. No. 4/ “Transferor Company 4” And JSPL LIFE SCIENCE SERVICES AND HOLDINGS PRIVATE LIMITED … Applicant Co. No. 5/ “Transferor Company 5” And JUBILANT LIFE SCIENCES LIMITED … Applicant Co. No. 6/ “Transferee Company/Demerged Company” And JUBILANT LSI LIMITED … Applicant Company No. 7/ “Resulting Company” And THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

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JUBILANT LIFE SCIENCES LIMITED (CIN: L24116UP1978PLC004624)

A company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Bhartiagram, Gajraula, District Amroha- 244223, Uttar Pradesh

… Applicant Co. No. 6/ “Transferee Company/Demerged Company”

Statement under Sections 230(3), 232 (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“Explanatory Statement”)

1. Pursuant to the order dated June 9, 2020, as corrected by Order dated June 15, 2020 passed by Allahabad Bench of National Company Law Tribunal in Company Application No. 101/ALD/2020, meeting of the equity shareholders of Jubilant Life Sciences Limited is being convened and held at the registered office at Bhartiagram, Gajraula, District Amroha– 244223, Uttar Pradesh for the purpose of considering and if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Arrangement (the ‘Scheme’) amongst HSB Corporate Consultants Private Limited, Jubilant Stock Holding Private Limited, SSB Consultants & Management Services Private Limited, JCPL Life Science Ventures and Holdings Private Limited, JSPL Life Science Services and Holdings Private Limited, Jubilant Life Sciences Limited and Jubilant LSI Limited and their respective Shareholders and Creditors under Section 230 to 232 of the Companies Act, 2013 (“Act”) (including any statutory modification or re-enactment or amendment thereof) read with the Rules thereunder.

2. A copy of the Composite Scheme setting out in detail terms and conditions of the Scheme, inter-alia, providing for the proposed Composite Scheme of Arrangement is attached to the Explanatory Statement and forms part of this Statement as Annexure-1.

3. Background of HSB Corporate Consultants Private Limited:-

4. i. HSB Corporate Consultants Private Limited was incorporated on January 29, 2013 under the provisions of the Companies Act, 1956. The Corporate Identification Number of the Applicant Company No. 1/ Transferor Company 1 is U74120UP2013PTC054821 and its registered office is situated at Plot No. 1A, Sector-16A, Noida, Gautam Buddha Nagar, Uttar Pradesh - 201301. The Applicant Company No. 1/ Transferor Company 1 is inter alia engaged in the business of making, holding and nurturing investments in life sciences businesses.

5. ii. The share capital structure of the Applicant Company No. 1/ Transferor Company 1 as on March 31, 2020 is as under:

Authorized Share Capital	Amount(in Rs.)
10,000 equityshares of Rs. 10/- each	1,00,000
Total	1,00,000
Issued, Subscribed and Paid-up Share Capital	Amount(in Rs.)
10,000 equityshares of Rs. 10/- each	1,00,000
Total	1,00,000

• iii. The main objects of the Applicant Company No. 1/ Transferor Company 1 are set out in the Memorandum of Association, but are extracted as under:-

  • (a) To provide Project Management and Engineering Consultancy services in the area of Chemical, Civil Structural, Electrical, Electronics, Instrumentation, Mechanical, Computer and Systems Engineering.

  • (b) To carry on the business of and to act as traders, dealers, agents, distributors, representatives, stockists, importers, exporters, entitlement negotiation, suppliers and commission agents of products and commodities and materials in any form or shape manufactured or supplied by any company firm, association of persons, body etc.

  • (c) To provide consultancy and to act as management consultant for the businesses of prospecting, exploring, developing, opening and working mines, drilling and sinking shafts or wells and to pump, refine etc. and other infrastructure facilities and to manufacture of fields chemicals.

  • (d) To carry on the profession of consultants on management, employment, engineering industry and technical matters to industry and business and to provide consultancy to projects on turn-key basis and to act as consultants in the area of software services, etc .

• Background of Jubilant Stock Holding Private Limited:-

• i. Jubilant Stock Holding Private Limited was incorporated on December 15, 2008 under the provisions of the Companies Act, 1956. The Corporate Identification Number of the Applicant Company No. 2/ Transferor Company 2 is U52100UP2008PTC043688 and its registered office is situated at Plot No. 1A, Sector-16A, Noida, Gautam Buddha Nagar,

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Uttar Pradesh - 201301. The Applicant Company No. 2/ Transferor Company 2 is inter alia engaged in the business of making, holding and nurturing investments in life sciences businesses.

• ii. The share capital structure of the Applicant Company No. 2/Transferor Company 2 as on March 31, 2020 is as under:

Authorized Share Capital	Amount (in Rs.)
2,00,000 equity shares of Rs. 10/- each	20,00,000
57,30,000 Preference Shares of Rs. 100/- each	57,30,00,000
Total	57,50,00,000
Issued, Subscribed and Paid up Share Capital	Amount (in Rs.)
10,000 equity shares of Rs. 10/- each	1,00,000
Total	1,00,000

• iii. The main objects of the Applicant Company No. 2/ Transferor Company 2 are set out in Memorandum of Association, but are extracted as under:-

  • a. To carry on the business of investment company and for that purpose to invest, sell, purchase, exchange, surrender, extinguish, relinquish, subscribe, acquire, undertake, underwrite, hold auction, convert or otherwise deal in any shares, stocks, debentures, debenture stock, bonds, negotiable instruments, hedge instruments, warrants, certificates, premium notes, Treasury Bills, obligation inter corporate deposits, call money deposits, public deposits, commercial papers, options future, money market securities, marketable or non-marketable, securities derivatives, and other instruments and securities issued, guaranteed or given by any government, semi-government, local authorities, public sector undertakings, companies, body corporate corporations, co-operative societies, trusts, funds, State, Dominion sovereign, Ruler, Commissioner, Public body or authority and other organizations entities, persons carrying on business in India or elsewhere in retail, telecom, food, pharmaceutical, chemicals, media, real estate, broadband services, information technology, beverages financial consultancy, infrastructure, automobile and any other industries.

• Background of SSB Consultants & Management Services Private Limited:-

• i. SSB Consultants & Management Services Private Limited was incorporated on January 29, 2013 under the provisions of the Companies Act, 1956. The Corporate Identification Number of the Applicant Company No. 3/ Transferor Company 3 is U74120UP2013PTC054823 and its registered office is situated at Plot No. 1A, Sector-16A, Noida, Gautam Buddha Nagar, Uttar Pradesh - 201301. The Applicant Company No. 3/ Transferor Company 3 is inter alia engaged in the business of making, holding and nurturing investments in life sciences businesses.

• ii. The share capital structure of the Applicant Company No. 3/ Transferor Company 3 as on March 31, 2020 is as under:

Authorized Share Capital	Amount(in Rs.)
10,000 equityshares of Rs. 10/- each	1,00,000
Total	1,00,000
Issued, Subscribed and Paid up Share Capital	Amount(in Rs.)
10,000 equityshares of Rs. 10/- each	1,00,000
Total	1,00,000

• iii. The main objects of the Applicant Company No. 3/ Transferor Company 3 are set out in its Memorandum of Association. The same are extracted as under:-

• a. To provide project Management and Engineering Consultancy services in the area of Chemical, Civil Structural, Electrical, Electronics, Instrumentation, Mechanical, Computer and Systems Engineering.

• b. To carry on the business of and to act as traders, dealers, agents, distributors, representatives, stockists, importers, exporters, entitlement negotiation, suppliers and commission agents of products and commodities and materials in any form or shape manufactured or supplied by any company firm, association of persons, body etc.

• c. To provide consultancy and to act as management consultant for the businesses of prospecting, exploring, developing, opening and working mines, drilling and sinking shafts or wells and to pump, refine etc. and other infrastructure facilities and to manufacture of fields chemicals.

• d. To carry on the profession of consultants on management, employment, engineering industry and technical matters to industry and business and to provide consultancy to projects on turn-key basis and to act as consultants in the area of software services, etc.

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1. Background of JCPL Life Science Ventures and Holdings Private Limited:-

2. i. JCPL Life Science Ventures and Holdings Private Limited was incorporated on November 21, 2016 under the provisions of the Companies Act, 2013. The Corporate Identification Number of the Applicant Company No. 4/ Transferor Company 4 is U74999UP2016PTC087833 and its registered office is situated at Plot No. 1A, Sector-16A, Noida, Gautam Buddha Nagar, Uttar Pradesh - 201301. The Applicant Company No. 4/ Transferor Company 4 is inter alia engaged in the business of making, holding and nurturing investments in life sciences businesses.

3. ii. The share capital structure of the Applicant Company No. 4/ Transferor Company 4 on March 31, 2020 is as under :

Authorized Share Capital	Amount (in Rs.)
97,40,000 equityshares of Rs. 10/- each	9,74,00,000
2,60,000preference shares of Rs. 10/- each	26,00,000
Total	10,00,00,000
Issued, Subscribed and Paid up Share Capital	Amount (in Rs.)
58,57,489 equityshares of Rs. 10/- each	5,85,74,890
Total	5,85,74,890

• iii. The main objects of the Applicant Company No. 4/ Transferor Company 4 are set out in its Memorandum of Association. They are extracted as under:

  • a. To set up, engage, collaborate, acquire, purchase, maintain, open collection centres, Medicare, health care, diagnostic Centre, run laboratories etc. for the purposes of carrying out pathological investigations of various branches and other pathological investigations.

  • b. To carry on the business of rendering services for sending, receiving within or outside India, for pathological investigation purposes, human blood, blood products, plasma serum, body fluids, tissues, drugs, powder etc.

  • c. To manufacture, formulate, process, develop, refine, import, export, wholesale and/or retail trade all kinds of pharmaceuticals, antibiotics, drugs, medicines, biological neutraceuticals, healthcare, ayurvedic and dietary supplement products, medicinal preparations, vaccines, chemical, chemical products, dry salters, mineral waters, wines, cordials, liquors, soups, broths and other restoratives or foods and also to deal in medicinal goods and to carry on the business of vialling, bottling, repacking, processing of tablets, capsules, syrups, injections, ointments, etc. and also to carry on the business of chemists, druggists, and all kinds of pharmaceuticals and allied products.

  • d. To carry on the business of manufacture, importers, exporters, stockist, consignment agents, sole selling agents, commission agents, dealers in all kinds of pharmaceuticals, medicals or pathological sachets, equipment, disposable syringes, life saving devices, drugs and pharmaceutical medical and chemical preparations used for human beings.

  • e. To carry on the business of an investment company and for that purpose to invest in, acquire, underwrite, subscribe for, hold, shares, bond, stocks, securities, debentures of other entities.

• Background of JSPL Life Science Services and Holdings Private Limited:-

• i. JSPL Life Science Services and Holdings Private Limited was incorporated on November 15, 2016 under the provisions of the Companies Act, 2013. The Corporate Identification Number of the Applicant Company No. 5/ Transferor Company 5 is U74999UP2016PTC087691 and its registered office is situated at Plot No. 1A, Sector-16A, Noida, Gautam Buddha Nagar, Uttar Pradesh - 201301. The Applicant Company No. 5/ Transferor Company 5 is inter alia engaged in the business of making, holding and nurturing investments in life sciences businesses.

• ii. The share capital structure of the Applicant Company No. 5/ Transferor Company 5 on March 31, 2020 is as under :

Authorized Share Capital	Amount(in Rs.)
97,40,000 equityshares of Rs. 10/- each	9,74,00,000
2,60,000preference shares of Rs. 10/- each	26,00,000
Total	10,00,00,000
Issued, Subscribed and Paid up Share Capital	Amount(in Rs.)
89,45,428 equityshares of Rs. 10/- each	8,94,54,280
Total	8,94,54,280

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• iii. The main objects of the Applicant Company No. 5/ Transferor Company 5 are set out in its Memorandum of Association. They are extracted as under:

  • a. To set up, health care, diagnostic Centre, Pharmacy Store, health aids and to conduct, manage, administer, own, run laboratories and other pathological investigations.

  • b. To carry on the business of rendering services for sending, receiving within or outside India, for pathological investigation purposes human blood, blood products, plasma serum, body fluids, tissues, drugs, powder, etc.

  • c. To manufacture, formulate, process etc. all kinds of pharmaceuticals, antibiotics, drugs, medicines, biological neutraceuticals, healthcare, ayurvedic and dietary supplement products, medicinal preparations, vaccines, chemicals, chemical products etc. and to carry on the business of vialling, bottling repacking, processing of tablets capsules, syrups, injections, ointments, etc. and also to carry on the business of chemists, druggists, etc. and all kinds of pharmaceuticals and allied products.

  • d. To carry on the business of manufacture, importers, exporters, stockiest, consignment agents, sole selling agents, commission agents, dealers in all kinds of pharmaceuticals, medicals or pathological sachets, equipment, disposable syringes, life saving devices, drugs and pharmaceutical, medical and chemical preparations used for human beings.

  • e. To carry on the business of an investment company and for that purpose to invest in, acquire, underwrite, subscribe for, hold, shares, bond, stocks, securities, debentures of other entities.

• Background of Jubilant Life Sciences Limited:-

• i. Jubilant Life Sciences was incorporated on June 21, 1978 under the provisions of the Companies Act, 1956. The Corporate Identification Number of the Applicant Company No. 6/ Transferee Company/ Demerged Company is L24116UP1978PLC004624 and its registered office is situated at Bhartiagram Gajraula, District Amroha-244223, Uttar Pradesh. The Applicant Company No. 6/ Transferee Company/ Demerged Company is a listed company and its Equity Shares are listed on the Indian Stock Exchanges, namely BSE Limited and the National Stock Exchange of India Limited.

• ii. The Demerged Company is an integrated global pharmaceutical and life sciences company engaged in the following businesses:

  • a. Under the pharmaceuticals business, the Demerged Company, through its wholly owned subsidiary, Jubilant Pharma Limited, is engaged, directly or indirectly, through its subsidiaries, in the manufacture and supply of active pharmaceutical ingredients (APIs), solid dosage formulations, radiopharmaceuticals, allergy therapy products and contract manufacturing of sterile injectables and non-sterile products through six United States Food and Drug Administration (USFDA) approved manufacturing facilities in the United States, Canada and India and a network of over 50 radio-pharmacies in the United States;

  • b. The drug discovery and development solutions business, provides proprietary in-house innovation and collaborative research and partnership for out-licensing through two world class research centers in India;

  • c. India branded pharmaceuticals business. This business has been sold by the Demerged Company effective from March 31, 2020; and

  • d. The life science ingredients business comprises of specialty intermediates, nutritional products and life science chemicals businesses through five manufacturing facilities in India and includes its subsidiaries mentioned under S. No. 5 of Schedule I of the Scheme.

• iii. The share capital structure of the Applicant Company No. 6/ Transferee Company/ Demerged Company on March 31, 2020 is as under:

Authorized Share Capital	Amount (in Rs.)
65,50,00,000 equity shares of Re. 1/- each	65,50,00,000
Total	65,50,00,000
Issued, Subscribed and Paid up Share Capital	Amount (in Rs.)
15,92,81,139 equity shares of Re. 1/- each	15,92,81,139
Total	15,92,81,139

• iv. The main objects of the Applicant Company No. 6 / Transferee Company/ Demerged Company are set out in its Memorandum of Association. They are extracted as under:

• a. To manufacture, fabricate, produce, prepare extract, process and finish, import, export, buy, sell, install, survey, estimate, transport, refine and generally carry on business or deal or traffic in Vinyl Acetate Monomer, Acetaldehyde, Acetic Acid,

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Acetic Anhydride, Ethyl Alcohol, Ethyl Acetate, Polyvinyl Acetate and other chemicals and chemical products of any nature and kind whatsoever.

• b. To manufacture, fabricate, produce, prepare, extract, process and finish, import, export, buy, sell, instal, survey, estimate and generally carry on business of types of Polymers and Co-polymers of Vinyl Acetate Monomer Acealate to Polymer and Vinyl Chloride Monomer, Polyvinyl Alcohol, Polyvinyl Acetals including Polyvinyl formal and Polyvinyl butyral, Ethylene-Vinyl Alcohol Co-polymer, Ethylene Vinyle, Synthetic resins, emulsions and latexes for use in Paints and building products, Adhesives, Paper Coatings, Textiles, Binders, Wire Enamel, Floorings, Phonographic records, Speciality coatings, Forest wood products or any other use.

• c. To carry on the business as manufacturers, dealers, importers, processors, buyers, sellers, stockists, distributors of all kinds of Chemicals, Insecticides, Granulation Fertilizers, Fertilizers, Pesticides and other germ killing materials and all light and heavy Industrial Chemicals, Alkalies, Acids, Gases, Sulphates, Superphosphates, Sulphuric Acid Medicines, Drugs, Tannins, essences, pharmaceuticals, photographic, sizing, medicinal, chemical, industrial and other preparations and articles, mineral and other waters, cement, oils, paints, pigments and varnishes, compounds, dye-stuffs, organic or mineral, basic and intermediates, paints and colours, printing inks, dry salters.

• d. To carry on the business to manufacture, produce, refine, process, formulate, mix or prepare, deal in, import and export of any agricultural chemicals, fertilizers manures, their mixtures and formulations, chemicals source materials, ingredients, mixtures, derivates and compounds thereof and products of which any of the foregoing constitutes an ingredient, in the production of which any of the foregoing is used, including but not limited to fertilizers and agricultural and industrial chemicals of all kinds, and industrial and other preparations or products arising from or required in the manufacture, refining of any kind of fertilizer, manure, their mixture, their mixture and formulations.

• e. To carry on the business of manufacturers, producers, refiners, processors, miners, exporters, importers, buyers and sellers of and dealers in and with all and any fats, vermifuges, fungicides, insecticides germicides, dips sprays, disinfecting preparations, fumigators, medicines and remedies of all kinds for agricultural, trees, plantations, gardening and other purposes or as remedies for human and animals and whether produced from vegetable, mineral, gaseous or any other matters or substances by and any process whether chemical, mechanical, electrical.

• f. To fix atmospheric nitrogen by synthetic ammonia or by any other process and to manufacture its derivative compounds and to refine and manufacture, manipulate, import, export and deal in Salt and marine minerals and other derivatives, by-products and compounds.

• g. To carry on the business of manufacturing ammonia, ammonium sulphate, urea, ammonium nitrate, ammonium phosphate and any other fertilizers, fertilizer mixtures, chemicals including petrochemicals and gases or any other allied product or any compounds thereof by any process and of selling, distributing or applying such fertilizers and chemicals or gases, substances and compounds or any of them to such purposes as the company may from time to time think desirable.

• h. To manufacture, fabricate, produce, prepare, extract, process and finish, import, export, buy sell, instal, survey, estimate transport, refine and generally carry on the business or deal or traffic in Ethylene, n-butanol, 2-ethylhexanol, paracetic acid, panatacrythritol, pyridines, chloral, 1.3-butylene glycol, trimethlolpropane, Cellulose Acetate including its fibres and Plastics, Acetic Esters, photographic chemicals, food additives, Monochloro Acetic Acid, Carboxy Methyl Cellulose, perfumers, explosives, aspiring, synthetic drugs, detergents, surface coatings, beverages, agro-chemicals, Terepthalic acid, sodium Acetate.

• i. (i) To purchase, manufacture, produce, boil, refine, import, export, sell and generally deal in sugar, sugar candy, jaggery, sugarbeet, sugarcane, molasses, chemicals based on molasses, chemical based on alcohol produced from molasses, syrups, melada, alcohol including alcohol produced from molasses, spirits, bagasse, bagasse board, paper board and all products, by products, intermediates, other products which are required or produced by the sugar industry and to acquire or manufacture machinery for any of the above purposes;

• (ii) To purchase, manufacture, produce, import, export, sell and generally deal in all the products which use or require directly or indirectly and sugar product, by product intermediates such as bagasse, steam, molasses, paper, chemicals or any other similar product:

• (iii) To cultivate, plants, produce, and raise or purchase sugarcane, sorghum, sugarbeet sago, palmyra juice and other crops or raw materials and to transact such other work or business as may be proper, necessary or desirable in connection with the above objects or any of them.

• (iv) To produce, generate, sell captively consume or otherwise dispose off power.

• j. To carry on the business of creation, writing, design and development, improve sale, purchase, sub-contract deal, in shared services, business process outsourcing including Human Resource, accounting, IT Services and other business

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processes, IT-enabled services, information technology enabled services including establishment of call centers, medical transcription center, data bank, Software Development data processing center or such other services which can be rendered with the help of computers and IT.

• k. To Carry on the business of all types of services marketing, trading, distribution and consultancy in the area of other software and systems, covering areas of general management (including Human Resource), enterprise management, strategic management, financial, administrative, resource, reengineering, software design and development, Enterprises Resource Planning, material resource Planning, Internet, Internet and WE related services, quality management, Virtual market methodologies, information management and dissemination, all and every type of software and service connected to computers and microprocessor based systems.

• l. (i) To engage in business activities related to Research and Development for drugs, pharmaceuticals, nutraceuticals and biopharmaceuticals, medicines, diagnostics, drug discovery and drug development including genomics, proteomics, pharmacology, bio-technology, bio-informatics, molecular biology, medicinal chemistry, organic and inorganic chemistry, molecular drug design, computational chemistry, X-ray crystallography, process chemistry, formulations, clinical and preclinical trials, toxicity study, Bio-equivalence and ADME studies, Pharmacokinetics etc. and scale up of process know how, for the Company’s own purpose or contract work.

• (ii) To apply for, purchase, acquire, sell, lease, dispose off, use for company’s own use or for others, import, export, invent, protect, prolong, any secret formula, know-how, process, design, patent rights, licences, protection and concessions, manufacturing process for the manufacture of drugs, pharmaceuticals, chemicals, food products or of any plant or equipment and other intellectual property rights and to spend money on experimenting, testing and improving and patents, inventions, intellectual properties, rights which the company may acquire or propose to acquire and develop.

• (iii) To provide services and/or products to healthcare organizations, research institutions, patients and consumers.

• (iv) To use information technology tools and techniques to work with existing chemical and biological data, information as well as to generate information on the genomics and proteomics of living organs including human beings through research and study.

• (v) To carry on the business of Manufacturer, Exporter, Importer, Whole Sale and Retail Sellers, Dealers in and to do Research and Development products and its intermediates.

• (vi) To carry on all types of activities in connection with designing, developing, updating and maintaining knowledge bases for biological target identification and prioritization, lead identification and optimization for drug discovery and development.

• (vii) To ensure data management, compliance and International regulatory affairs for the foregoing objects.

• m. (i) To manufacture, blend, distil, extract, refine, formulate, acquire, process, cultivate, import, export, buy, sell, stock, distribute, broker and generally to deal in:

  • (a) All types of medicines-whether allopathic, homoeopathic, Ayurvedic, Unani or others for human and animal use, intermediates, bulk drugs, Active Pharmaceutical Ingredients (API) and finished dosage forms for animal and human use.

  • (b) All types of chemicals, organic, inorganic, fine or biochemicals or any other intermediates, ingredients and formulations and derivatives thereof and consumer products based thereon, pharmaceuticals, diagnostics, bio pharmaceuticals, bio modulators, nutraceuticals, agrochemicals, acids, cosmetics, dyes, detergents, veterinary products, fertilizers, herbicides, pesticides, rodenticides, insecticides, plant growth activators/regulators, foods products, food/feed additives etc.

  • (c) All enzymes and other products from animal, microbial and plant sources, vegetable and herbal extracts.

  • (d) Surgical instruments, injectables, oils, perfumes, vaccines, hospital requisites, tinctures, extracts, capsules, syrups, tablets, ointments, tonics, alkaloids, steroids, diagnostic products and equipments, appliances and accessories.

• (ii) To do innovation, design, develop process and technology in respect of any of the above and subject the same to commercial exploitation.

• (iii) To grow, cultivate, plant, crush, utilise, manufacture, blend, distill, extract, refine, formulate, acquire, process, bottle, pack, repack, preserve, import, export, buy, sell, stock, distribute, to act as brokers, contractors, sub-contractors or agents for others and generally to deal in herbs and plants of every description and nature.

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• (iv) To establish laboratory and related infrastructure for the Research and development of products needed for Company’s business and to do contract research and manufacturing.

• (v) To engage into all kinds of business activities related to research and development in all fields of pharmaceuticals and life sciences including but not limited to genomics, pharmaceuticals, molecular discovery, drug development, biotechnology, diagnostics, informatics services, data management, bio-equivalence studies, pharmacokinetics, clinical trials, clinical researches, Active Pharmaceutical Ingredients and pharmaceuticals, and to render contract / consultancy services and to do contract / toll manufacturing in all or any of the areas mentioned above or ancillary or incidental thereto and healthcare services including medical transcription, insurance, out-patient care, hospitals and emergency services.

• n. (i) To brew, distil, bottle, pack, can, preserve, dehydrate, manufacture, produce, blend, extract, refine, formulate, compound, process, cultivate, import, export, buy, sell, stock, distribute, broker and generally to deal in:

  • a) Alcohol of all types including potable alcohol, industrial alcohol, extra neutral alcohol, absolute alcohol, liquors of every description including without limitation, Indian made foreign liquors, country liquors, wines, whiskies, gin, rum, brandy, spirits, beers, rectified spirits, whether produced from sugarcane juice, sugarcane molasses, grains, fruits, hops, molasses from beetroot or any other cellulosic material;

  • b) Products or by-products of all or any of the above whether intoxicating or not;

• (ii) To carry on all or any of the businesses at (a) and (b) above, either for its own benefit or on behalf of or as contractors or agents of others, as exporters, importers, distillers, commission agents, contractors, warehousemen, bottlers, bottle makers, bottle stopper makers, potters, manufacturers of and dealers in aerated and mineral waters and other drinks, licensed victualers, beer house keepers, yeast dealers etc.

• (iii) To grow, cultivate, pack, can, preserve, dehydrate, produce, compound, process, import, export, buy, sell, stock, distribute, to act as brokers, contractors, sub-contractors or agents for others and generally to deal in porter, malt, hops, corn, grain, meal yeast carbonic acid gas, fruits, herbs, vegetables, plants, grapes, mustard, pickles, sauces, condiments of all kinds, cocoa, coffee, preserves, and all other commodities and things and by-products from all or any of the above whether intoxicating or not.

• o. To set up, promote, develop, encourage, organize, operate and maintain or assist in the formation of all or any kind of infrastructure facilities and services including but not limited to the establishment of Special Economic Zone(s), Free Trade Zone(s), Export Processing Zone(s), Industrial Estate(s), Information Technology Park(s), Software Park(s), Biotechnology Park(s), Electronic Hardware Technology Park(s), Parks for bio and chemo informatics/clinical research/ chemistry services or any other such Zone/Park/Estate in any part of the country or abroad in accordance with the policies of the Government of India or any other Government or its department(s) or any agency or any regulatory body formed in this regard and to undertake and carry on all such activities as may for the time being be permitted to be carried on in such Zone(s)/ Park(s)/Estate(s) or other infrastructure facilities including but not limited to the following.

• (i) To undertake, construct, re-construct, build, erect, fabricate, develop, organize, re-organize, maintain, operate, alter, improve, repair, decorate, establish, furnish, buy, sell, own, let, sub-let, take or give on hire or lease, acquire, demolish, dispose of, exchange, transfer or otherwise deal in:

  • a) houses, lands, plots, buildings, hereditaments, flats, recreational centers, parks and gardens, hotels, cinema halls, multiplexes, shopping malls, markets, commercial establishments, factories, godowns, warehouses, structures and immovable properties of any tenure or description;

  • b) infrastructure facilities including docks, harbours, wharves, canals, water courses, reservoirs, embankments, irrigation, reclamations, railways, roadways, tramways and other transport systems, drainage and other sanitary works, roads, highways, bridges, tunnels, barrages, fly-overs, airports, airways, cargo movement and management systems, cargo handling equipments, ports, industrial parks, water supply projects, irrigation projects, inland water ways and inland ports, water treatment systems, solid waste management systems, sanitation and sewerage systems and any other public facilities of a similar nature;

  • c) all essential infrastructural inputs as may be necessary including installations of water, gas, electric and other supply works;

  • d) any project for acquiring/providing telecommunication services, security services and other services of similar kind or nature;

• (ii) To organize, undertake and carry on the business of contract builders, earthwork, masonry and general construction contractors and haulers;

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  - _(iii)  To sell, lease or otherwise transfer properties on such terms as may be decided and to carry on business as estate agents and estate managers and to collect rents, repair, look after and manage immovable properties of or for any persons, firms and companies, governments and States as well as of this Company;_

  - _(iv)  To render consultancy and / or other services or to enter into any arrangement by way of turnkey project or otherwise involving the supply of technical, civil, financial, administrative or for any other such matter in relation to setting up of Special Economic Zone(s), Information Technology Park(s), Software Park(s), Industrial Estate(s) or any other such Zone/Park/Estate._

1. Background of Jubilant LSI Limited:-

2. Jubilant LSI Limited was incorporated on October 23, 2019 under the provisions of the Companies Act, 2013. The Corporate Identification Number of the Applicant Company No. 7/ Resulting Company is U24299UP2019PLC122657 and its registered office is situated at Bhartiagram, Gajraula, District Amroha – 244 223, Uttar Pradesh, India.

3. The Applicant Company No. 7/ Resulting Company was incorporated to undertake the business of the life science ingredients segment.

4. The share capital structure of the Applicant Company No. 7/ Resulting Company on March 31, 2020 is as under:

Authorized Share Capital	Amount(in Rs.)
20,00,00,000 equityshares of Re. 1/- each	20,00,00,000
Total	20,00,00,000
Issued, Subscribed and Paid up Share Capital	Amount(in Rs.)
5,00,000 equityshares of Re. 1/- each	5,00,000
Total	5,00,000

1. The main objects of the Applicant Company No. 7/ Resulting Company are set out in its Memorandum of Association. They are extracted as under:

2. a. To manufacture, fabricate, produce, prepare extract, process and finish, import, export, buy, sell, install, survey, estimate, transport, refine and generally carry on business or deal or traffic in Vinyl Acetate Monomer, Acetaldehyde, Acetic Acid, Acetic Anhydride, Ethyl Alcohol, Ethyl Acetate, Polyvinyl Acetate and other chemicals and chemical products of any nature and kind whatsoever.

3. b. To manufacture, fabricate, produce, prepare, extract, process and finish, import, export, buy, sell, instal, survey, estimate and generally carry on business of types of Polymers and Co-polymers of Vinyl Acetate Monomer Acealate to Polymer and Vinyl Chloride Monomer, Polyvinyl Alcohol, Polyvinyl Acetals including Polyvinyl formal and Polyvinyl butyral, Ethylene-Vinyl Alcohol Co-polymer, Ethylene Vinyle, Synthetic resins, emulsions and latexes for use in Paints and building products, Adhesives, Paper Coatings, Textiles, Binders, Wire Enamel, Floorings, Phonographic records, Speciality coatings, Forest wood products or any other use.

4. c. To carry on the business as manufacturers, dealers, importers, processors, buyers, sellers, stockists, distributors of all kinds of Chemicals, Insecticides, Granulation Fertilizers, Fertilizers, Pesticides and other germ killing materials and all light and heavy Industrial Chemicals, Alkalies, Acids, Gases, Sulphates, Superphosphates, Sulphuric Acid Medicines, Drugs, Tannins, essences, pharmaceuticals, photographic, sizing, medicinal, chemical, industrial and other preparations and articles, mineral and other waters, cement, oils, paints, pigments and varnishes, compounds, dye-stuffs, organic or mineral, basic and intermediates, paints and colours, printing inks, dry salters.

5. d. To carry on the business to manufacture, produce, refine, process, formulate, mix or prepare, deal in, import and export of any agricultural chemicals, fertilizers manures, their mixtures and formulations, chemicals source materials, ingredients, mixtures, derivates and compounds thereof and products of which any of the foregoing constitutes an ingredient, in the production of which any of the foregoing is used, including but not limited to fertilizers and agricultural and industrial chemicals of all kinds, and industrial and other preparations or products arising from or required in the manufacture, refining of any kind of fertilizer, manure, their mixture, their mixture and formulations.

6. e. To carry on the business of manufacturers, producers, refiners, processors, miners, exporters, importers, buyers and sellers of and dealers in and with all and any fats, vermifuges, fungicides, insecticides germicides, dips sprays, disinfecting preparations, fumigators, medicines and remedies of all kinds for agricultural, trees, plantations, gardening and other purposes or as remedies for human and animals and whether produced from vegetable, mineral, gaseous or any other matters or substances by and any process whether chemical, mechanical, electrical.

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• f. To fix atmospheric nitrogen by synthetic ammonia or by any other process and to manufacture its derivative compounds and to refine and manufacture, manipulate, import, export and deal in Salt and marine minerals and other derivatives, by-products and compounds.

• g. To carry on the business of manufacturing ammonia, ammonium sulphate, urea, ammonium nitrate, ammonium phosphate and any other fertilizers, fertilizer mixtures, chemicals including petrochemicals and gases or any other allied product or any compounds thereof by any process and of selling, distributing or applying such fertilizers and chemicals or gases, substances and compounds or any of them to such purposes as the company may from time to time think desirable.

• h. To manufacture, fabricate, produce, prepare, extract, process and finish, import, export, buy sell, instal, survey, estimate transport, refine and generally carry on the business or deal or traffic in Ethylene, n-butanol 2-ethylhexanol, paracetic acid, panatacrythritol, pyridines, chloral, 1.3-butylene glycol, trimethlolpropane, Cellulose Acetate including its fibres and Plastics, Acetic Esters, photographic chemicals, food additives, Monochloro Acetic Acid, Carboxy Methyl Cellulose, perfumers, explosives, aspiring, synthetic drugs, detergents, surface coatings, beverages, agro-chemicals, Terepthalic acid, sodium Acetate.

• i. (i) To purchase, manufacture, produce, boil, refine, import, export, sell and generally deal in sugar, sugar candy, jaggery, sugarbeet, sugarcane, molasses, chemicals based on molasses, chemical based on alcohol produced from molasses, syrups, melada, alcohol including alcohol produced from molasses, spirits, bagasse, bagasse board, paper board and all products, by products, intermediates, other products which are required or produced by the sugar industry and to acquire or manufacture machinery for any of the above purposes;

• (ii) To purchase, manufacture, produce, import, export, sell and generally deal in all the products which use or require directly or indirectly and sugar product, by product intermediates such as bagasse, steam, molasses, paper, chemicals or any other similar product:

• (iii) To cultivate, plants, produce, and raise or purchase sugarcane, sorghum, sugarbeet sago, palmyra juice and other crops or raw materials and to transact such other work or business as may be proper, necessary or desirable in connection with the above objects or any of them.

• (iv) To produce, generate, sell captively consume or otherwise dispose off power.

• j. To carry on the business of creation, writing, design and development, improve sale, purchase, sub-contract deal, in shared services, business process outsourcing including Human Resource, accounting, I T Services and other business processes IT-enabled services, information technology enabled services including establishment of call centers, medical transcription center, data bank, Software Development data processing center or such other services which can be rendered with the help of computers and IT.

• k. To Carry on the business of all types of services marketing, trading, distribution and consultancy in the area of other software and systems, covering areas of general management (including Human Resource), enterprise management, strategic management, financial, administrative, resource, reengineering, software design and development, Enterprises Resource Planning, material resource Planning, Internet, Internet and WE related services, quality management, Virtual market methodologies, information management and dissemination, all and every type of software and service connected to computers and microprocessor based systems.

• l. (i) To engage in business activities related to Research and Development for drugs, pharmaceuticals, nutraceuticals and biopharmaceuticals, medicines, diagnostics, drug discovery and drug development including genomics, proteomics, pharmacology, bio-technology, bio-informatics, molecular biology, medicinal chemistry, organic and inorganic chemistry, molecular drug design, computational chemistry, X-ray crystallography, process chemistry, formulations, clinical and preclinical trials, toxicity study, Bio-equivalence and ADME studies, Pharmacokinetics etc. and scale up of process know how, for the Company’s own purpose or contract work.

• (ii) To apply for, purchase, acquire, sell, lease, dispose off, use for company’s own use or for others, import, export, invent, protect, prolong, any secret formula, know-how, process, design, patent rights, licences, protection and concessions, manufacturing process for the manufacture of drugs, pharmaceuticals, chemicals, food products or of any plant or equipment and other intellectual property rights and to spend money on experimenting, testing and improving and patents, inventions, intellectual properties, rights which the company may acquire or propose to acquire and develop.

• (iii) To provide services and/or products to healthcare organizations, research institutions, patients and consumers.

• (iv) To use information technology tools and techniques to work with existing chemical and biological data, information as well as to generate information on the genomics and proteomics of living organs including human beings through research and study.

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• (v) To carry on the business of Manufacturer, Exporter, Importer, Whole Sale and Retail Sellers, Dealers in and to do Research and Development products and its intermediates.

• (vi) To carry on all types of activities in connection with designing, developing, updating and maintaining knowledge bases for biological target identification and prioritization, lead identification and optimization for drug discovery and development.

• (vii) To ensure data management, compliance and International regulatory affairs for the foregoing objects.

• m. (i) To manufacture, blend, distill, extract, refine, formulate, acquire, process, cultivate, import, export, buy, sell, stock, distribute, broker and generally to deal in:

  • a) All types of medicines-whether allopathic, homoeopathic, Ayurvedic, Unani or others for human and animal use, intermediates, bulk drugs, Active Pharmaceutical Ingredients (API) and finished dosage forms for animal and human use.

  • b) All types of chemicals, organic, inorganic, fine or biochemicals or any other intermediates, ingredients and formulations and derivatives thereof and consumer products based thereon, pharmaceuticals, diagnostics, bio pharmaceuticals, bio modulators, nutraceuticals, agrochemicals, acids, cosmetics, dyes, detergents, veterinary products, fertilizers, herbicides, pesticides, rodenticides, insecticides, plant growth activators/regulators, foods products, food/feed additives etc.

  • c) All enzymes and other products from animal, microbial and plant sources, vegetable and herbal extracts.

  • d) Surgical instruments, injectables, oils, perfumes, vaccines, hospital requisites, tinctures, extracts, capsules, syrups, tablets, ointments, tonics, alkaloids, steroids, diagnostic products and equipments, appliances and accessories.

• (ii) To do innovation, design, develop process and technology in respect of any of the above and subject the same to commercial exploitation.

• (iii) To grow, cultivate, plant, crush, utilise, manufacture, blend, distill, extract, refine, formulate, acquire, process, bottle, pack, repack, preserve, import, export, buy, sell, stock, distribute, to act as brokers, contractors, sub-contractors or agents for others and generally to deal in herbs and plants of every description and nature.

• (iv) To establish laboratory and related infrastructure for the Research and development of products needed for Company’s business and to do contract research and manufacturing.

• (v) To engage into all kinds of business activities related to research and development in all fields of pharmaceuticals and life sciences including but not limited to genomics, pharmaceuticals, molecular discovery, drug development, biotechnology, diagnostics, informatics services, data management, bio-equivalence studies, pharmacokinetics, clinical trials, clinical researches, Active Pharmaceutical Ingredients and pharmaceuticals, and to render contract / consultancy services and to do contract / toll manufacturing in all or any of the areas mentioned above or ancillary or incidental thereto and healthcare services including medical transcription, insurance, out-patient care, hospitals and emergency services.

• n. (i) To brew, distil, bottle, pack, can, preserve, dehydrate, manufacture, produce, blend, extract, refine, formulate, compound, process, cultivate, import, export, buy, sell, stock, distribute, broker and generally to deal in:

  • a) Alcohol of all types including potable alcohol, industrial alcohol, extra neutral alcohol, absolute alcohol, liquors of every description including without limitation, Indian made foreign liquors, country liquors, wines, whiskies, gin, rum, brandy, spirits, beers, rectified spirits, whether produced from sugarcane juice, sugarcane molasses, grains, fruits, hops, molasses from beetroot or any other cellulosic material;

  • b) Products or by-products of all or any of the above whether intoxicating or not;

• (ii) To carry on all or any of the businesses at (a) and (b) above, either for its own benefit or on behalf of or as contractors or agents of others, as exporters, importers, distillers, commission agents, contractors, warehousemen, bottlers, bottle makers, bottle stopper makers, potters, manufacturers of and dealers in aerated and mineral waters and other drinks, licensed victualers, beer house keepers, yeast dealers etc.

• (iii) To grow, cultivate, pack, can, preserve, dehydrate, produce, compound, process, import, export, buy, sell, stock, distribute, to act as brokers, contractors, sub-contractors or agents for others and generally to deal in porter, malt, hops, corn, grain, meal yeast carbonic acid gas, fruits, herbs, vegetables, plants, grapes, mustard, pickles, sauces, condiments of all kinds, cocoa, coffee, preserves, and all other commodities and things and by-products from all or any of the above whether intoxicating or not.

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• o. To set up, promote, develop, encourage, organize, operate and maintain or assist in the formation of all or any kind of infrastructure facilities and services including but not limited to the establishment of Special Economic Zone(s), Free Trade Zone(s), Export Processing Zone(s), Industrial Estate(s), Information Technology Park(s), Software Park(s), Biotechnology Park(s), Electronic Hardware Technology Park(s), Parks for bio and chemo informatics/clinical research/ chemistry services or any other such Zone/Park/Estate in any part of the country or abroad in accordance with the policies of the Government of India or any other Government or its department(s) or any agency or any regulatory body formed in this regard and to undertake and carry on all such activities as may for the time being be permitted to be carried on in such Zone(s)/ Park(s)/Estate(s) or other infrastructure facilities including but not limited to the following:

• (i) To undertake, construct, re-construct, build, erect, fabricate, develop, organize, re-organize, maintain, operate, alter, improve, repair, decorate, establish, furnish, buy, sell, own, let, sub-let, take or give on hire or lease, acquire, demolish, dispose of, exchange, transfer or otherwise deal in:

  • a) houses, lands, plots, buildings, hereditaments, flats, recreational centers, parks and gardens, hotels, cinema halls, multiplexes, shopping malls, markets, commercial establishments, factories, godowns, warehouses, structures and immovable properties of any tenure or description;

  • b) infrastructure facilities including docks, harbours, wharves, canals, water courses, reservoirs, embankments, irrigation, reclamations, railways, roadways, tramways and other transport systems, drainage and other sanitary works, roads, highways, bridges, tunnels, barrages, fly-overs, airports, airways, cargo movement and management systems, cargo handling equipments, ports, industrial parks, water supply projects, irrigation projects, inland water ways and inland ports, water treatment systems, solid waste management systems, sanitation and sewerage systems and any other public facilities of a similar nature;

  • c) all essential infrastructural inputs as may be necessary including installations of water, gas, electric and other supply works;

  • d) any project for acquiring/providing telecommunication services, security services and other services of similar kind or nature;

• (ii) To organize, undertake and carry on the business of contract builders, earthwork, masonry and general construction contractors and haulers;

• (iii) To sell, lease or otherwise transfer properties on such terms as may be decided and to carry on business as estate agents and estate managers and to collect rents, repair, look after and manage immovable properties of or for any persons, firms and companies, governments and States as well as of this Company;

• (iv) To render consultancy and / or other services or to enter into any arrangement by way of turnkey project or otherwise involving the supply of technical, civil, financial, administrative or for any other such matter in relation to setting up of Special Economic Zone(s), Information Technology Park(s), Software Park(s), Industrial Estate(s) or any other such Zone/Park/Estate.

10. RATIONALE FOR THE SCHEME

• 10.1.1.1 The amalgamation of the Transferor Companies into the Transferee Company shall provide the following benefits:

• (i) Currently, a significant portion of the Promoters’ shareholding in the Transferee Company is held indirectly, through a multi-tier structure. The proposed amalgamations will result in simplification and streamlining of the shareholding structure of the Transferee Company by elimination of shareholding tiers and simplification of a large part of indirect Promoters’ shareholding into a clearer structure directly identifiable with the Promoters;

• (ii) Further, such a simplified direct holding structure is expected to bring greater transparency in the Promoters’ shareholding and demonstrate Promoters’ direct commitment and engagement with the Transferee Company, from the perspective of its shareholders; and

• (iii) The proposed simplification of holding structure will also make it simpler for the Transferee Company to identify its ultimate beneficial owner for various applicable know your customer (KYC) requirements.

• 10.1.1.2 The demerger of the LSI Undertaking of the Demerged Company into the Resulting Company shall provide the following benefits:

• (i) Creation of a separate, distinct and focussed entity housing the LSI Undertaking leading to greater operational efficiencies for the LSI Undertaking;

• (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

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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 LSI Undertaking, which would enable optimal exploitation, monetization and development of both, Residual Undertaking and the LSI Undertaking by attracting focused investors 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.

• 10.1.1.3 That the implementation of this Scheme is aimed at protecting and maximizing value for the shareholders of the Transferee Company as well as the creditors and all other stakeholders.

• 10.1.1.4 The restructuring under this Scheme would enable focused business approach for maximization of benefits to all stakeholders and capitalize on the opportunity for the growth.

• 10.1.1.5 That in view of the aforementioned reasons, it is considered desirable and expedient to amalgamate the Transferor Companies into the Transferee Company/ Demerged Company; and further demerge the LSI undertaking of the Transferee Company/ Demerged Company into the Resulting Company, on a going concern basis.

11. SALIENT FEATURES OF THE SCHEME OF ARRANGEMENT

The salient features of the Scheme of Arrangement are as under:

AMALGAMATION OF THE TRANSFEROR COMPANIES INTO THE TRANSFEREE COMPANY

• a. Upon the Effective Date and with effect from the Merger Appointed Date, the Transferor Companies shall stand amalgamated and all their respective Assets, Liabilities, rights and obligations, as applicable, be transferred to and vested in the Transferee Company on a going concern basis without any requirement of a further act or deed so as to become as and from the Merger Appointed Date, the Assets, Liabilities, interests and obligations, as applicable, of the Transferee Company.

• b. Further, consequent to the above, the number of equity shares held by the Transferor Company 1, Transferor Company 2 and Transferor Company 3 in the Transferee Company shall be issued to Transferor Company 4 and Transferor Company 5. Subsequently, the number of shares held by the Transferor Company 4 and Transferor Company 5 in the Transferee Company shall be issued to the shareholders of the Transferor Company 4 and Transferor Company 5.

• c. Upon the Effective Date and with effect from the Merger Appointed Date, all Assets of the Transferor Companies, as are movable in nature or are incorporeal property or are otherwise capable of transfer by manual delivery or by endorsement and delivery shall stand transferred to and vested in the Transferee Company and shall become the property and an integral part of the Transferee Company (to the extent permissible under Applicable Law).

• d. Upon the Effective Date and with effect from the Merger Appointed Date, all Liabilities of the Transferor Companies shall, without any requirement of a further act or deed, be transferred to, or be deemed to be transferred to the Transferee Company so as to become from the Merger Appointed Date, the Liabilities of the Transferee Company and the Transferee Company undertakes to meet, discharge and satisfy the same.

• e. Upon the Effective Date and with effect from the Merger Appointed Date and subject to the provisions of this Scheme, all contracts, deeds, bonds, lease deeds, agreements entered into with various persons, arrangements and other instruments of whatsoever nature in relation to the Transferor Companies and to which the Transferor Companies, as applicable, are a party or to the benefit of which the Transferor Companies, as applicable, may be eligible, and which are subsisting or have effect as on the Effective Date, shall continue in full force and effect on or against or in favour of, as the case may be, of the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Companies, as applicable, the Transferee Company has been a party or beneficiary or obligee thereto or there under, in all cases subject to the terms and provisions of such contracts, deeds, bonds, lease deeds, agreements, arrangements or instruments.

• f. Upon this Scheme becoming effective, the respective employees of the Transferor Companies as on the Effective Date, if any, shall be deemed to have become employees of the Transferee Company, without any interruption of service and on the basis of continuity of service and terms and conditions no less favourable than those applicable to them with reference to the Transferor Companies on the Effective Date.

• g. Upon this Scheme becoming effective, legal or other proceedings, if any (including before any court, statutory or quasijudicial authority or tribunal), by or against any of the Transferor Companies, whether pending on the Merger Appointed Date, or which may be instituted any time in the future (irrespective of whether they relate to periods on or prior to the

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Merger Appointed Date) and in each case relating to the Transferor Companies (“Transferor Company Proceeding(s)”) shall be continued and enforced by or against the Transferee Company after the Effective Date, to the extent permissible under Applicable Law and in accordance with this Scheme.

• h. If any Transferor Company Proceeding(s) is/ are pending, the same shall not abate, be discontinued or in any way be prejudicially affected by reason of this Scheme and the proceedings may be continued, prosecuted and enforced, by or against the Transferee 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 respective Transferor Companies, as applicable, as if this Scheme had not been made.

• i. Upon the Effective Date and with effect from the Merger Appointed Date, all taxes and duties payable by the Transferor Companies (including under the IT Act, Central Excise Act, 1944, Finance Act, 1994, Customs Act, 1962, goods and services tax laws and all other Applicable Laws), accruing and relating to the Transferor Companies, from the Merger Appointed Date onwards, including but not limited to advance tax payments, tax deducted at source credits, minimum alternate tax credit, any refund and claims shall, for all purposes, be treated as advance tax payments, tax deducted at source credits or refunds and claims, as the case may be, of the Transferee Company.

• j. Upon this Scheme becoming effective, all unutilized credits and exemptions, benefit of carried forward losses/ unabsorbed depreciation and other statutory benefits, including in respect of income tax (including but not limited to tax deducted at source, tax collected at source, advance tax, minimum alternate tax credit etc.), cenvat, customs, value added tax, sales tax, value added tax, service tax, goods and services tax, etc. to which the Transferor Companies are entitled to, shall be available to and vest in the Transferee Company, without any requirement of a further act or deed.

• k. All the expenses incurred by the Transferor Companies and the Transferee Company in relation to the amalgamation of the Transferor Companies with the Transferee Company as per this Scheme, including stamp duty expenses, if any, shall be allowed as deduction to the Transferee Company in accordance with Section 35DD of the IT Act over a period of 5 years beginning with the previous year in which this Scheme becomes effective.

• l. Any refund under the tax laws due to the Transferor Companies consequent to the assessments made on the Transferor Companies, and for which no credit is taken in the accounts as on the date immediately preceding the Merger Appointed Date shall belong to and be received by the Transferee Company.

• m. The Transferor Companies may be entitled to various incentive schemes and pursuant to this Scheme, it is declared that the benefits under all such schemes and policies pertaining to the Transferor Companies, as applicable, shall stand transferred to and vested in the Transferee Company and all benefits, entitlements and incentives of any nature whatsoever including benefits under the income tax, excise duty, value added tax, sales tax, service tax, goods and services tax, exemptions, concessions, remissions, subsidies and other incentives, to the extent statutorily available, shall be claimed by the Transferee Company.

• n. The transfer of Assets and Liabilities to, and the continuance of proceedings by or against, the Transferee Company as envisaged in this Scheme shall not affect any transaction or proceedings already concluded by the Transferor Companies on or before the Merger Appointed Date and after the Merger Appointed Date, till the effectiveness of this Scheme to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things done and executed by the Transferor Companies in respect thereto as done and executed on behalf of itself.

DEMERGER OF THE LSI UNDERTAKING OF THE DEMERGED COMPANY INTO THE RESULTING COMPANY

• a. Upon the Effective Date as referred in the Scheme and with effect from the Demerger Appointed Date, the LSI Undertaking of the Demerged Company shall stand demerged and be transferred to and vested in the Resulting Company on a going concern basis without any requirement of any further act, instrument or deed so as to become as and from the Demerger Appointed Date, the undertaking of the Resulting Company, and to vest in the Resulting Company, all the Assets, Intellectual Property, Liabilities, rights, title, interest or obligations of the LSI Undertaking therein.

• b. Upon the Effective Date and with effect from the Demerger Appointed Date, all Assets pertaining to the LSI Undertaking that are movable in nature or are intangible in nature, as identified and applicable or are otherwise capable of transfer by manual or constructive delivery or by endorsement and delivery, shall stand transferred to and vested in the Resulting Company and shall become the property and an integral part of the Resulting Company (to the extent permissible under Applicable Law) without any further act, instrument or deed.

• c. Upon the Effective Date and with effect from the Demerger Appointed Date, all Liabilities relating to the LSI Undertaking (more particularly described in Clause 1.14(viii) of Part A of the Scheme) shall stand transferred, or be deemed to have been transferred to the Resulting Company so as to become from the Demerger Appointed Date, the Liabilities of the Resulting Company and the Resulting Company undertakes to meet, discharge and satisfy the same.

23

• d. Upon the Effective Date and with effect from the Demerger Appointed Date and subject to the provisions of this Scheme, all contracts, deeds, bonds, agreements entered into with various persons including independent consultants, subsidiaries/ associate/joint venture companies and other shareholders of such subsidiaries/ associate/ joint venture companies, arrangements and other instruments of whatsoever nature in relation to the LSI Undertaking, to which the Demerged Company is a party or to the benefit of which the Demerged Company may be eligible, and which are subsisting or have effect immediately before the effectiveness of this Scheme, shall continue in full force and effect on or against or in favour of, as the case may be, 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 obligee thereto or there under.

• e. All governmental approvals and other consents, registrations, permissions, quotas, rights, authorisations, scrips, entitlements, no-objection certificates and licenses, approvals, including those relating to tenancies, privileges, powers and facilities of every kind and description of whatsoever nature, to which the Demerged Company is a party or to the benefit of which the Demerged Company may be entitled to use and which may be required to carry on the operations of the LSI Undertaking, and which are subsisting or in effect immediately prior to the effectiveness of this Scheme, shall be, and remain, in full force and effect in favour of the Resulting Company and may be enforced as fully and effectually as if, the Resulting Company had been a party, a beneficiary or an obligee thereto.

• f. The Resulting Company shall be entitled to undertake and carry out the business pertaining to the LSI Undertaking pursuant to the effectiveness of this Scheme on its own account, pending the transfer of any approvals and other consents, permissions, registrations, quotas, rights, authorisations, entitlements, no-objection certificates and licenses, privileges, powers and facilities of every kind and description, that may be required under Applicable Law in the name of the Resulting Company and would be entitled to make any applications, requests and the like in this regard.

• g. Upon this Scheme becoming effective, the employees of the LSI Undertaking as on the Effective Date, if any, shall be deemed to have become employees of the Resulting Company, without any interruption of service and on the basis of continuity of service and on the same terms and conditions as those applicable to them with reference to the Demerged Company as on the Effective Date. The services of such employees, if any, with the Demerged Company up to the Effective Date shall be taken into account for the purposes of all benefits to which the employees, may be eligible under Applicable Law.

• h. Upon this Scheme becoming effective, legal or other proceedings, if any (including before any court, statutory or quasijudicial authority or tribunal), by or against the Demerged Company, whether pending on the Demerger Appointed Date, or which may be instituted any time in the future (irrespective of whether they relate to periods on or prior to the Demerger Appointed Date) and in each case relating to the LSI Undertaking (“ Demerger Proceeding(s) ”) shall be continued and enforced by or against the Resulting Company after the Effective Date, to the extent legally permissible. To the extent such Demerger Proceedings cannot be taken over by the Resulting Company, such proceedings shall be pursued by the Demerged Company as per the instructions of and entirely at the costs and expenses of the Resulting Company.

• i. Upon the Effective Date and with effect from the Demerger Appointed Date, all taxes and duties payable by the Demerged Company (including under the IT Act, Customs Act, 1962, Central Excise Act, 1944, state sales tax laws, Central Sales Tax Act, 1956, value added tax/ sales tax, service tax, goods and services tax laws, foreign trade policy and all other Applicable Laws), accruing and relating to the LSI Undertaking from the Demerger Appointed Date onwards, including but not limited to tax deducted at source, tax credits, advance taxes and deposits, minimum alternate tax credits, any refund and claims shall, for all purposes, be treated as tax deducted at source or refunds and claims, advance taxes and deposits, minimum alternate tax credits, as the case may be, of the Resulting Company.

• j. Upon the Effective Date, all unutilized credits and exemptions, benefit of carried forward losses/ unabsorbed depreciation and other statutory benefits, including in respect of income tax (including but not limited to tax deducted at source, tax collected at source, advance tax, minimum alternate tax credit etc.), cenvat, customs, value added tax, sales tax, service tax, goods and services tax etc. relating to the LSI Undertaking to which the Demerged Company is entitled to shall be available to and vest in the Resulting Company, without any requirement of any further act or deed.

• k. Upon the Effective Date, the Demerged Company and the Resulting Company are permitted to revise and file their respective income tax returns, withholding tax returns, including tax deducted at source certificates, sales tax/value added tax returns, service tax returns, GST returns and other tax returns for the period commencing on and from the Demerger Appointed Date, and to claim refunds/credits, pursuant to the provisions of this Scheme.

• l. Any refund under the tax laws due to the Demerged Company pertaining to the LSI Undertaking consequent to the assessments made on the Demerged Company and for which no credit is taken in the accounts as on the date immediately preceding the Demerger Appointed Date shall belong to and be received by the Resulting Company.

• m. The transfer of Assets and Liabilities to, and the continuance of proceedings by or against, the Resulting Company as envisaged in Part C of the Scheme shall not affect any transaction or proceedings already concluded by the Demerged

24

Company on or before the Demerger Appointed Date and after the Demerger Appointed Date till the effectiveness of this Scheme, to the end and intent that the Resulting Company accepts and adopts all acts, deeds and things done and executed by the Demerged Company in respect thereto as done and executed on behalf of itself.

• i. That the Scheme of Arrangement is not intended, in any manner, to have any beneficial effect on the material interest, if any, of the Directors of any of the Applicant Companies, except to the extent of their shareholdings, if any.

• ii. That the Scheme will not adversely affect the rights or interest of any creditor (whether secured or unsecured) of the Applicant Companies or their respective shareholders, in any manner whatsoever.

• iii. That the Scheme of Arrangement does not involve any compromise with the creditors of any of the Applicant Companies in any manner whatsoever. As such, the Scheme of Arrangement does not in any manner adversely affect the interests of any of the creditors of the Applicant Companies. Due provisions have been made for payment of all their liabilities as and when the same fall due in the usual course.

• iv. That the Auditors of the Applicant Companies have not disclosed any mismanagement in its affairs.

• v. The Scheme is specifically conditional upon and subject to:-

• a. The approval of the Scheme by the respective requisite majority in number and value of the shareholders and/or creditors (where applicable) of the Companies in accordance with Section 230-232 of the Companies Act, 2013;

• b. The Scheme being sanctioned by the Tribunal in terms of Section 230-232, Section 66 and other applicable provisions of the Companies Act, 2013;

• c. Certified copies of the order of the Tribunal sanctioning this Scheme being filed with the relevant Registrar of Companies by Applicant Companies as per the provisions of the Act;

• d. If any part of the Scheme is found to be unworkable or unviable for any reason whatsoever (subject to the decision of the Board of Directors of the Companies), the same shall not affect the validity and implementation of the other part/s and/or provision of the Scheme.

• vi. The Scheme provides for:-

• (i) amalgamation of HSB Corporate Consultants Private Limited, Jubilant Stock Holding Private Limited, SSB Consultants & Management Services Private Limited, JCPL Life Science Ventures and Holdings Private Limited, JSPL Life Science Services and Holdings Private Limited (Transferor Companies) with and into the Jubilant Life Sciences Limited (Transferee Company);

• (ii) dissolution without winding up of HSB Corporate Consultants Private Limited, Jubilant Stock Holding Private Limited, SSB Consultants & Management Services Private Limited, JCPL Life Science Ventures and Holdings Private Limited, JSPL Life Science Services and Holdings Private Limited (Transferor Companies); and

• (iii) transfer of the authorized share capital from HSB Corporate Consultants Private Limited, Jubilant Stock Holding Private Limited, SSB Consultants & Management Services Private Limited, JCPL Life Science Ventures and Holdings Private Limited, JSPL Life Science Services and Holdings Private Limited (Transferor Companies) to the Jubilant Life Sciences Limited (Transferee Company).

• (iv) the demerger of the LSI Undertaking of the Jubilant Life Sciences Limited (Demerged Company) and vesting of the same in the Jubilant LSI Limited (Resulting Company);

• (v) The name of Jubilant Life Sciences Limited (Demerged Company) shall be changed to “Jubilant Pharmaceuticals Limited” or such other name as may be decided by the Board of Directors of the Demerged Company.

• (vi) After the change at (v) above, the name of Jubilant LSI Limited (Resulting Company) shall be changed to “Jubilant Life Sciences Limited” or such other name as may be decided by the Board of Directors of the Resulting Company.

• (vii) In addition, this Scheme also provides for various other matters consequential or otherwise integrally connected herewith.

THE FEATURES SET OUT ABOVE BEING ONLY SALIENT FEATURES OF THE SCHEME OF ARRANGEMENT, THE EQUITY SHAREHOLDERS OF THE APPLICANT COMPANY NO. 6/ TRANSFEREE COMPANY/DEMERGED COMPANY ARE REQUESTED TO READ THE ENTIRE ARRANGEMENT TO GET THEMSELVES FULLY ACQUAINTED WITH THE PROVISIONS THEREOF.

1. DIRECTORS, PROMOTERS AND KEY MANAGERIAL PERSONNEL:

2. i) The Scheme would not have any effect on the Directors or Key Managerial Personnel of the Applicant Companies.

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• ii) As far as equity shareholders of the Transferee Company/ Demerged Company are concerned, pursuant to the Scheme, all of them will get equity shares in the Resulting Company and there will be no change in the economic interest of any of the equity shareholders of the Transferee Company/ Demerged Company pre and post Scheme.

• iii) The details of the present Directors and the Key Managerial Personnel (KMPs) of the 7 Applicant Companies and shareholding pattern is as follows:

As on date, list of Promoters and Directors of Transferor Company No. 1

**Sr. No. **	Name	Promoter/ Director	Residential/ Registered Ofce Address
1	Mr. Takesh Mathur	Director	Flat no. 765, Pocket - E, Near Sanjay Park, Mayur Vihar Phase II,Delhi - 110091
2	Mr. Sreenivasan Natarajan	Director	B-201, New MIG Flat, Mayur Vihar Phase - III, East Delhi,Delhi- 110096
3	JSPL Life Science Services and Holdings Private Limited CIN U74999UP2016PTC087691	Promoter	Plot 1A, Sector 16A, Gautam Buddha Nagar, Noida-201 301, Uttar Pradesh, India.
4	Mr. Hari Shanker Bhartia (on behalf of JSPL Life Science Services and Holdings Private Limited)	Promoter	2, Amrita Shergill Marg, New Delhi – 110003, India

As on date, list of Promoters and Directors of Transferor Company No. 2

**Sr. No. **	Name	Promoter/ Director	Residential/ Registered Ofce Address
1	Mr. Hari Shanker Bhartia	Managing Director	2, Amrita Shergill Marg, New Delhi – 110003, India
2	Mr. Priyavrat Bhartia	Managing Director	19, Friends Colony (West), New Delhi – 110065, India
3	Ms. Aashti Bhartia	Whole Time Director	2, Amrita Shergill Marg, New Delhi – 110003, India
4	Mr. Takesh Mathur	Director	Flat no. 765, Pocket - E, Near Sanjay Park, Mayur Vihar Phase II, Delhi - 110091
5	Mr. Parveen Kumar Goyal	Director	G-203, Prateek Laurel, Sector - 120, Noida - 201301, Uttar Pradesh
6	JCPL Life Science Ventures and Holdings Private Limited CIN U74999UP2016PTC087833	Promoter	Plot No. 1A, Sector-16A, Noida, Gautam Buddha Nagar, Uttar Pradesh – 201301.
7	JSPL Life Science Services and Holdings Private Limited CIN U74999UP2016PTC087691	Promoter	Plot No. 1A, Sector-16A, Noida, Gautam Buddha Nagar, Uttar Pradesh – 201301.
As on date, list of Promoters and Directors of Transferor Company No. 3
**Sr. No. **	Name	Promoter/ Director	Residential/ Registered Ofce Address
1	Mr. Shyam Sunder Bhartia	Director	27 Claymore Road # 04-02, Te Claymore, Singapore 229544
2	Mr. Parveen Kumar Goyal	Director	G-203, Prateek Laurel, Sector - 120, Noida - 201301,Uttar Pradesh
3.	JCPL Life Science Ventures and Holdings Private Limited CIN U74999UP2016PTC087833	Promoter	Plot No. 1A, Sector-16A, Noida, Gautam Buddha Nagar, Uttar Pradesh – 201301.
4	Mr. Shyam Sunder Bhartia (on behalf of JCPL Life Science Ventures and Holdings Private Limited),	Promoter	27 Claymore Road # 04-02, Te Claymore, Singapore 229544

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As on date, list of Promoters and Directors of Transferor Company No. 4

**Sr. No. **	Name	Promoter/ Director	Residential/ Registered Ofce Address
1	Mr. Takesh Mathur	Director	Flat no. 765, Pocket - E, Near Sanjay Park, Mayur Vihar Phase II,Delhi - 110091
2	Mr. Parveen Kumar Goyal	Director	G-203, Prateek Laurel, Sector - 120, Noida - 201301,Uttar Pradesh
3	SPB Trustee Company Private Limited & SS Trustee Company Private Limited CIN U74120UP2013PTC054736 (Jointly on behalf of Shyam Sunder Bhartia FamilyTrust)	Promoter	Plot No.1A, Sector-16A, Noida, Gautam Buddha Nagar, Uttar Pradesh 201301.
4	Mr. Shyam Sunder Bhartia (on behalf of Shyam Sunder Bhartia FamilyTrust)	Promoter	27 Claymore Road # 04-02, Te Claymore, Singapore 229544

As on date, list of Promoters and Directors of Transferor Company No. 5

**Sr. No. **	Name	Promoter/ Director	Residential/ Registered Ofce Address
1	Mr. Takesh Mathur	Director	Flat no. 765, Pocket - E, Near Sanjay Park, Mayur Vihar Phase II, Delhi - 110091
2	Mr. Parveen Kumar Goyal	Director	G-203, Prateek Laurel, Sector - 120, Noida - 201301,Uttar Pradesh
3	HSB Trustee Company Private Limited & HS Trustee Company Private Limited CIN U74120UP2013PTC054727 (Jointly on behalf of Hari Shanker Bhartia FamilyTrust)	Promoter	Plot No.1A, Sector-16A, Noida, Gautam Buddha Nagar, Uttar Pradesh 201301.
4.	Mr. Hari Shanker Bhartia (On behalf of Hari Shanker Bhartia FamilyTrust)	Promoter	2, Amrita Shergill Marg, New Delhi – 110003, India

As on date, list of Promoters and Directors of Transferee Company/Demerged Company

**Sr. No. **	Name	Promoter/ Director	Residential/ Registered Ofce Address
1.	Mr. Shyam Sunder Bhartia	Chairman and Promoter	27 Claymore Road # 04-02, Te Claymore, Singapore 229544
2.	Mr. Hari Shanker Bhartia	Co-chairman and Managing Director and Promoter	2, Amrita Shergill Marg, New Delhi – 110003, India
3.	Mr. S. Sridhar	Director	D-905, Ashok Towers, Dr. S.S. Rao Road, Parel, Mumbai – 400012,India
4.	Ms. Sudha Pillai	Director	D-241, 2nd Floor, Sarvodaya Enclave, New Delhi – 110017,India
5.	Dr. Ashok Misra	Director	68, Adarsh Vista, Basavanagar, Bangalore – 560037,India
6.	Mr. Sushil Kumar Roongta	Director	D-91, Te Pinnacle, DLF Phase-V, Opp., DLF Golf Course Gurgaon - 122009, Haryana,India
7.	Mr. Vivek Mehra	Director	B-314 New Friends Colony New Delhi -110065, India
8.	Mr. Arun Seth	Director	A-7 Geetanjali Enclave, South Delhi, New Delhi – 110017,India

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**Sr. No. **	Name	Promoter/ Director	Residential/ Registered Ofce Address
9.	Mr. Priyavrat Bhartia	Director and Promoter	19, Friends Colony (West), New Delhi – 110065,India
10.	Mr. Arjun Shanker Bhartia	Director	2, Amrita Shergill Marg, New Delhi – 110003,India
11.	Mr. Rajesh Kumar Srivastava	Whole-time Director	Villa-7, ATS One Hamlet, Sector-104, Noida-201304,Uttar Pradesh,India
12.	Mr. Anant Pande	Whole-time Director	A-3/610 Towers Silver City, Sector 93, Dadri, Noida- 201304,Uttar Pradesh,India
13.	Ms. Kavita Bhartia	Promoter	2, Amrita Shergill Marg, New Delhi – 110003, India
14.	Mr. Shamit Bhartia	Promoter	19, Friends Colony (West), New Delhi – 110065,India
15.	Jaytee Private Limited	Promoter	Plot No. 1A, Sector-16A, Noida - 201301, Uttar Pradesh,India
16.	Nikita Resources Private Limited	Promoter	Plot No. 1A, Sector-16A, Noida - 201301, Uttar Pradesh,India
17.	VAM Holdings Limited	Promoter	Plot No. 1A, Sector-16A, Noida - 201301, Uttar Pradesh,India
18.	Jubilant Stock Holding Private Limited	Promoter	Plot No. 1A, Sector-16A, Noida - 201301, Uttar Pradesh,India
19.	HSB Corporate Consultants Private Limited	Promoter	Plot No. 1A, Sector-16A, Noida - 201301, Uttar Pradesh,India
20.	SSB Consultants and Management Services Private Limited	Promoter	Plot No. 1A, Sector-16A, Noida - 201301, Uttar Pradesh,India
21.	MAV Management Advisors LLP	Promoter	Plot No. 1A, Sector-16A, Noida - 201301, Uttar Pradesh,India
22.	Jubilant Enpro Private Limited	Promoter	Plot No. 1A, Sector-16A, Noida - 201301, Uttar Pradesh,India
23.	Jubilant Consumer Private Limited	Promoter	A-42, Sector-80, Noida, Gautam Buddha Nagar – 201304,Uttar Pradesh,India
24.	Jubilant Advisors LLP	Promoter	Plot No. 1A, Sector-16A, Noida - 201301, Uttar Pradesh,India
25.	Torino Overseas Limited	Promoter	3rd Floor Geneva Place, Waterfront Drive P O Box 3175, Road Town Tortola, British Virgin Islands
26.	Cumin Investments Limited	Promoter	3rd Floor Geneva Place, Waterfront Drive P O Box 3175, Road Town Tortola, British Virgin Islands
27.	Rance Investment Holdings Limited	Promoter	3rd Floor Geneva Place, Waterfront Drive P O Box 3175, Road Town Tortola, British Virgin Islands
28.	Miller Holdings Pte. Limited	Promoter	27 Claymore Road # 04-02, Te Claymore, Singapore 229544

As on date, list of Promoters and Directors of Resulting Company

**Sr. No. **	Name	Promoter/ Director	Residential/ Registered Ofce Address
1.	Mr. Rajesh Kumar Srivastava	Director	Villa-7, ATS One Hamlet, Plot No.1, Sector-104, Noida-201304, Uttar Pradesh
2.	Mr. Anant Pande	Director	A-3/610 Tower-5, Silver City, Sector 93, Dadri, Noida- 201304, Uttar Pradesh
3.	Mr. Arun Kumar Sharma	Director	House No. 55 Shankar Vihar New Delhi-110092
4.	Jubilant Life Sciences Limited	Promoter	Bhartiagram Gajraula, District Amroha- 244223, Uttar Pradesh

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As on date, Shareholding Pattern of Transferor Company No. 1

Sr. No.	Particulars	Number of shares	% holding
1	Promoter and Promoter Group
	JSPL Life Science Services and Holdings Private Limited	9,999	99.99
	Mr. Hari Shanker Bhartia (on behalf of JSPL Life Science Services and Holdings Private Limited)	1	0.01
2	Public	-	-
	Total	10,000	100.00

As on date, Shareholding Pattern of Transferor Company No. 2

Sr. No.	Particulars	Number of shares	% holding
1	Promoter and Promoter Group
	JCPL Life Science Ventures and Holdings Private Limited	5,000	50.00
	JSPL Life Science Services and Holdings Private Limited	5,000	50.00
2	Public	-	-
	Total	10,000	100.00

As on date, Shareholding Pattern of Transferor Company No. 3

Sr. No.	Particulars	Number of shares	% holding
1	Promoter and Promoter Group
	JCPL Life Science Ventures and Holdings Private Limited	9,999	99.99
	Mr. Shyam Sunder Bhartia (on behalf of JCPL Life Science Ventures and Holdings Private Limited )	1	0.01
2	Public	-	-
	Total	10,000	100.00

As on date, Shareholding Pattern of Transferor Company No. 4

Sr. No.	Particulars	Number of shares	% holding
1	Promoter and Promoter Group
	SPB Trustee Company Private Limited & SS Trustee Company Private Limited (Jointly on behalf of Shyam Sunder Bhartia FamilyTrust)	58,57,488	100.00
	Mr. Shyam Sunder Bhartia (On behalf of Shyam Sunder Bhartia FamilyTrust)	1	0.00
2	Public	-	-
	Total	58,57,489	100.00

As on date, Shareholding Pattern of Transferor Company No. 5

Sr. No.	Particulars	Number of shares	% holding
1	Promoter and Promoter Group
	HSB Trustee Company Private Limited & HS Trustee Company Private Limited (Jointly on behalf of Hari Shanker Bhartia Family Trust)	89,45,408	100.00
	Mr. Hari Shanker Bhartia (On behalf of Hari Shanker Bhartia FamilyTrust)	20	0.00
2	Public	-	-
	Total	89,45,428	100.00

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As on date, Shareholding Pattern of Transferee Company/Demerged Company

**Sr. No. **	Name of Shareholder	No. of Equity Shares of face value of Re. 1 each	Shareholding percentage
A. Promoter and Promoter Group
1	Mr. Shyam Sunder Bhartia	13,99,925	0.88
2	Mr. Hari Shanker Bhartia	3,60,885	0.23
3	Ms. Kavita Bhartia	10,285	0.01
4	Mr. Priyavrat Bhartia	3,085	0.00
5	Mr. Shamit Bhartia	1,29,245	0.08
6	Jaytee Private Limited	7,600	0.00
7	Nikita Resources Private Limited	35,04,540	2.20
8	Jubilant Stock HoldingPrivate Limited	2,13,61,992	13.41
9	HSB Corporate Consultants Private Limited	1,92,78,979	12.10
10	SSB Consultants and Management Services Private Limited	2,15,87,665	13.55
11	MAV Management Advisors LLP	50,11,400	3.15
12	Jubilant Enpro Private Limited	28,31,000	1.78
13	Miller Holdings Pte. Limited	52,30,455	3.28
14	Jubilant Consumer Private Limited	-	0.00
15	Jubilant Advisors LLP	-	0.00
16	Torino Overseas Limited	-	0.00
17	Cumin Investments Limited	-	0.00
18	Rance Investment Holdings Limited	-	0.00
19	VAM Holdings Limited	-	0.00
Total(A)		8,07,17,056	50.68
B. Public Shareholding		7,85,64,083	49.32
Grand Total(A+B)		15,92,81,139	100.00

As on date, Shareholding Pattern of Resulting Company

**Sr. No. **	Name of Shareholder	No. of Equity Shares of face value of Re. 1 each	Shareholding percentage
1.	Jubilant Life Sciences Limited	4,99,994	100.00
2.	Jubilant Life Sciences Limited jointly with Mr. Mahesh Jain	1	0.00
3.	Jubilant Life Sciences Limited jointly with Mr. Ambuj Jain	1	0.00
4.	Jubilant Life Sciences Limited jointly with Mr. Arun Kumar Sharma	1	0.00
5.	Jubilant Life Sciences Limited jointly with Mr. Rajiv Shah	1	0.00
6.	Jubilant Life Sciences Limited jointly with Mr. Rajesh Kumar Srivastava	1	0.00
7.	Jubilant Life Sciences Limited jointly with Mr. Ashwani Malhotra	1	0.00
Total		5,00,000	100.00

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Jubilant LSI Limited (Resulting Company)	Details of the order of the NCLT directing the calling, convening and conducting of the meeting:	Order dated June 9, 2020, as corrected by Order dated June 15, 2020	Not Applicable	Details of the Companies	U24299UP2019PLC122657	AAECJ6722D	Jubilant LSI Limited	23/10/2019	Limited company	Address: Bhartiagram, Gajraula, District Amroha – 244223, Uttar Pradesh, India Email: rajiv.shah@jubl.com	Te Resulting Company has been incorporated to undertake the business of life science ingredients segment.
Jubilant Life Sciences Limited (Transferee Company/ Demerged Company)			Saturday, August 8, 2020 at 11.00 a.m. at the Registered Ofce at Bhartiagram, Gajraula, District Amroha- 244223, Uttar Pradesh (India ).		L24116UP1978PLC004624	AABCV0200H	Jubilant Life Sciences Limited	21/06/1978	Limited company	Address: Bhartiagram Gajraula, District Amroha – 244223, Uttar Pradesh, India Email:investors@jubl.com	Te Demerged Company is an integrated global pharmaceutical and life sciences company engaged in the following businesses: (i) Under the pharmaceuticals business, the Demerged Company, through its wholly owned subsidiary Jubilant Pharma Limited, is engaged, directly or indirectly, through its subsidiaries, in the manufacture and supply of active pharmaceutical ingredients (APIs), solid dosage formulations, radiopharmaceuticals, allergy therapy products and contract manufacturing of sterile injectables and non-sterile products through six United States Food and Drug Administration (USFDA) approved manufacturing facilities in the United States, Canada and India and a network of over 50 radio-pharmacies in the United States; (ii) Te drug discovery and development solutions business, provides proprietary in-house innovation and collaborative research and partnership for out- licensing through two world class research centers in India; (iii) India branded pharmaceuticals business. Tis business has been sold by the Demerged Company efective from March 31, 2020; and (iv) Te life science ingredients business comprises of specialty intermediates, nutritional products and life science chemicals businesses through fve manufacturing facilities in India and includes its subsidiaries mentioned under S. No. 5 of Schedule I of the Scheme.
JSPL Life Science Services and Holdings Private Limited (Transferor Company 5)			Not Applicable		U74999UP2016PTC087691	AADCJ8400B	JSPL Life Science Services and Holdings Private Limited	15/11/2016	Private Limited company	Plot No. 1A, Sector-16A, Noida, Gautam Buddha Nagar, Uttar Pradesh – 201301 Email: corporate.enpro@jepl.com	Te Transferor Company 5 is_inter_ _alia_engaged in the business of making, holding and nurturing investments in life sciences businesses.
JCPL Life Science Ventures and Holdings Private Limited (Transferor Company 4)			Not Applicable		U74999UP2016PTC087833	AADCJ8401A	JCPL Life Science Ventures and Holdings Private Limited	21/11/2016	Private Limited company	Plot No. 1A, Sector-16A, Noida, Gautam Buddha Nagar, Uttar Pradesh – 201301 Email: corporate.enpro@jepl.com	Te Transferor Company 4 is_inter_ _alia_engaged in the business of making, holding and nurturing investments in life sciences businesses.
SSB Consultants & Management Services Private Limited (Transferor Company 3)			Not Applicable		U74120UP2013PTC054823	AASCS6264M	SSB Consultants & Management Services Private Limited	29/01/2013	Private Limited company	Plot No. 1A, Sector-16A, Noida, Gautam Buddha Nagar, Uttar Pradesh – 201301 Email: corporate.enpro@jepl.com	Te Transferor Company 3 is_inter_ _alia_engaged in the business of making, holding and nurturing investments in life sciences businesses.
Jubilant Stock Holding Private Limited (Transferor Company 2)			Not Applicable		U52100UP2008PTC043688	AACCJ1402G	Jubilant Stock Holding Private Limited	15/12/2008	Private Limited company	Plot No. 1A, Sector-16A, Noida, Gautam Buddha Nagar, Uttar Pradesh – 201301 Email: corporate.enpro@jepl.com	Te Transferor Company 2 is_inter_ _alia_engaged in the business of making, holding and nurturing investments in life sciences businesses.
HSB Corporate Consultants Private Limited (Transferor Company 1)			Not Applicable		U74120UP2013PTC054821	AADCH1016K	HSB Corporate Consultants Private Limited	29/01/2013	Private Limited company	Plot No. 1A, Sector-16A, Noida, Gautam Buddha Nagar, Uttar Pradesh – 201301 Email: corporate.enpro@jepl.com	Te Transferor Company 1 is_inter_ _alia_engaged in the business of making, holding and nurturing investments in life sciences businesses
Particulars		Date of the order	Date, time and venue of the meeting		Corporate Identifcation Number (CIN)	Permanent Account Number (PAN)	Name of Company	Date of incorporation	Type of Company	Registered Ofce Address and E-mail address	Summary of main objects as per the Memorandum of association; and main business carried on by the Company
Sr. No	i	A	B	ii	A	B	C	D	E	F	G

31

Jubilant LSI Limited (Resulting Company)	Tere is no change of name, registered Ofce and objects of the Company since incorporation on October 23, 2019.	Unlisted	As per Para 9 of the Explanatory Statement and Clause 2.3 of Part A of the Scheme	Please refer Para 12 of this Explanatory Statement	Wholly-owned Subsidiary of the Transferee Company/ Demerged Company	Te Board of Directors has approved the Scheme on October 24, 2019 and Addendum Letter thereon was approved on November 22, 2019 through the authority delegated by the Board of Directors. Tereafer, the Scheme has been revised for incorporating observations of the Stock Exchanges. Te Board has approved incorporation of the observations of Stock Exchanges in the Scheme on February 24, 2020. Te Board meeting held on October 24, 2019 was attended by Mr. Rajesh Kumar Srivastava, Mr. Anant Pande and Mr. Arun Kumar Sharma and the resolution was passed unanimously.	Explanatory Statement disclosing details of the scheme of Arrangement including:-	HSB Corporate Consultants Private Limited – Transferor Company 1 Jubilant Stock Holding Private Limited – Transferor Company 2 SSB Consultants & Management Services Private Limited – Transferor Company 3 JCPL Life Science Ventures and Holdings Private Limited – Transferor Company 4 JSPL Life Science Services and Holdings Private Limited – Transferor Company 5 Jubilant Life Sciences Limited – Transferee Company/ Demerged Company Jubilant LSI Limited – Resulting Company
Jubilant Life Sciences Limited (Transferee Company/ Demerged Company)	Tere is no change of name, registered Ofce and objects of the Company during the last fve years.	1. National Stock Exchange of India Limited 2. BSE Limited	As per Para 8 of the Explanatory Statement and Clause 2.2 of Part A of the Scheme	Please refer Para 12 of this Explanatory Statement	Holding Company of the Resulting Company	Te Board of Directors has approved the Scheme on October 25, 2019 and Addendum Letter thereon was approved on November 22, 2019 through the authority delegated by the Board of Directors. Tereafer, the Scheme has been revised for incorporating observations of the Stock Exchanges. Te Board has approved incorporation of the observations of Stock Exchanges in the Scheme on February 27, 2020. Te Board meeting held on October 25, 2019 was attended by Mr. Shyam S. Bhartia, Mr. Hari S Bhartia, Mr. S. Sridhar, Ms. Sudha Pillai, Dr. Ashok Misra, Mr. Sushil Kumar Roongta, Mr. Vivek Mehra, Mr. Arun Seth, Mr. Priyavrat Bhartia, Mr. Arjun Shanker Bhartia, Mr. Rajesh Kumar Srivastava and Mr. Anant Pande. Mr. Shyam S. Bhartia, Chairman, Mr. Hari S. Bhartia, Co-Chairman and Managing Director, Mr. Priyavrat Bhartia and Mr. Arjun Bhartia, Directors being interested, were not present during the discussions and did not vote on this agenda item. All other Directors approved the resolution.
JSPL Life Science Services and Holdings Private Limited (Transferor Company 5)	Tere is no change in name and registered Ofce of the Company during the last fve years, however, company has altered its main objects to add one additional object vide Special Resolution passed in the Extra Ordinary General Meeting held on 30.11.2016	Unlisted	As per Para 7 of the Explanatory Statement and Clause 2.1.5 of Part A of the Scheme	Please refer Para 12 of this Explanatory Statement	Holding Company of Transferor Company 1	Te Board of Directors has approved the Scheme on October 23, 2019 and Addendum Letter thereon was approved on November 22, 2019 through the authority delegated by the Board of Directors. Tereafer, the Scheme has been revised for incorporating observations of the Stock Exchanges. Te Board has approved incorporation of the observations of Stock Exchanges in the Scheme on February 12, 2020 Te Board Meeting held on October 23, 2019 was attended by Mr. Takesh Mathur and Mr. Parveen Kumar Goyal and the resolution was passed unanimously.
JCPL Life Science Ventures and Holdings Private Limited (Transferor Company 4)	Tere is no change in name and registered Ofce of the Company during the last fve years, however, company has altered its main objects to add one additional object vide Special Resolution passed in the Extra Ordinary General Meeting held on 30.11.2016	Unlisted	As per Para 6 of the Explanatory Statement and Clause 2.1.4 of Part A of the Scheme	Please refer Para 12 of this Explanatory Statement	Holding Company of Transferor Company 3	Te Board of Directors has approved the Scheme on October 23, 2019 and Addendum Letter thereon was approved on November 22, 2019 through the authority delegated by the Board of Directors. Tereafer, the Scheme has been revised for incorporating observations of the Stock Exchanges. Te Board has approved incorporation of the observations of Stock Exchanges in the Scheme on February 12, 2020. Te Board Meeting held on October 23, 2019 was attended by Mr. Takesh Mathur and Mr. Parveen Kumar Goyal and the resolution was passed unanimously.
SSB Consultants & Management Services Private Limited (Transferor Company 3)	Tere is no change of name, registered Ofce and objects of the Company during the last fve years	Unlisted	As per Para 5 of the Explanatory Statement and Clause 2.1.3 of Part A of the Scheme	Please refer Para 12 of this Explanatory Statement	Subsidiary of Transferor Company 4	Te Board of Directors has approved the Scheme on October 23, 2019 and Addendum Letter thereon was approved on November 22, 2019 through the authority delegated by the Board of Directors. Tereafer, the Scheme has been revised for incorporating observations of the Stock Exchanges. Te Board has approved incorporation of the observations of Stock Exchanges in the Scheme on February 12, 2020 Te Board Meeting held on October 23, 2019 was attended by Mr. Shyam Sunder Bhartia, Mr. Priyavrat Bhartia and Mr. Parveen Kumar Goyal and the resolution was passed unanimously.
Jubilant Stock Holding Private Limited (Transferor Company 2)	Tere is no change of name, registered Ofce and objects of the Company during the last fve years	Unlisted	As per Para 4 of the Explanatory Statement and Clause 2.1.2 of Part A of the Scheme	Please refer Para 12 of this Explanatory Statement	Associate of Transferor Company 4 & Transferor Company 5	Te Board of Directors has approved the Scheme on October 23, 2019 and Addendum Letter thereon was approved on November 22, 2019 through the authority delegated by the Board of Directors. Tereafer, the Scheme has been revised for incorporating observations of the Stock Exchanges. Te Board has approved incorporation of the observations of Stock Exchanges in the Scheme on February 12, 2020. Te Board Meeting held on October 23, 2019 was attended by Mr. Hari Shanker Bhartia, Mr. Priyavrat Bhartia, Mr. Takesh Mathur and Mr. Parveen Kumar Goyal and the resolution was passed unanimously.
HSB Corporate Consultants Private Limited (Transferor Company 1)	Tere is no change of name, registered ofce and objects of the Company during the last fve years	Unlisted	As per Para 3 of the Explanatory Statement and Clause 2.1.1 of Part A of the Scheme	Please refer Para 12 of this Explanatory Statement	Subsidiary of Transferor Company 5	Te Board of Directors has approved the Scheme on October 23, 2019 and Addendum Letter thereon was approved on November 22, 2019 through the authority delegated by the Board of Directors. Tereafer, the Scheme has been revised for incorporating observations of the Stock Exchanges. Te Board has approved incorporation of the observations of Stock Exchanges in the Scheme on February 12, 2020. Te Board Meeting held on October 23, 2019 was attended by Mr. Hari Shanker Bhartia and Mr. Takesh Mathur and the resolution was passed unanimously.
Particulars	Details of change of name, Registered Ofce and objects of the Company during the last fve years.	Name of stock exchange(s) where securities of the Company are listed, if applicable.	Details of capital structure – Authorized, Issued, subscribed and paid-up share capital	Name of the promoters and directors along with their addresses	If the Scheme of Arrangement relates to more than one company, the fact and details of any relationship subsisting between such companies who are parties to such Scheme of Arrangement including holding, subsidiary or associate companies.	Te date of Board Meeting at which the scheme was approved by the Board of Directors including the name of Directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution.		Parties involved in the Scheme of Arrangement
Sr. No	H	I	J	K	iii	iv	V	a

32

Jubilant LSI Limited (Resulting Company)	In the case of Demerger, the Demerger Appointed Date is the Efective Date as applicable to the demerger of the LSI Undertaking of the Demerged Company into the Resulting Company, or such other date as may be mutually agreed in writing between the Demerged Company and the Resulting Company and fxed by the Boards of the Demerged Company and the Resulting Company, respectively;	In the case of Merger, the Merger Appointed Date is the Efective Date as applicable to the amalgamation of the Transferor Companies into the Transferee Company, or such other date as may be mutually agreed in writing between the Transferor Companies and the Transferee Company and fxed by the Boards of the Transferor Companies and the Transferee Company, respectively; Efective Date (i) in relation to the amalgamation of the Transferor Companies into the Transferee Company, as set out in Part B of the Scheme, is such date or dates as of which the Transferor Companies and the Transferee Company shall have fled the certifed copy of the NCLT’s order sanctioning this Scheme with the RoC; and (ii) in relation to the demerger of the LSI Undertaking, as set out in Part C of the Scheme, such date as of which each of the Demerged Company and the Resulting Company shall have fled the certifed copy of the NCLT’s order sanctioning this Scheme with the RoC. Any references in this Scheme to “upon this Scheme becoming efective” or “efectiveness of this Scheme” shall refer to the Efective Date.	Te shares of the Resulting Company shall be allotted to the shareholders of the Transferee Company as indicated in the previous column.	Refer Annexure - 2 for the Share Entitlement Ratio. Te same is available for inspection at the Registered Ofce of the Company on all working days except Saturdays and Sundays and Public Holidays, during business hours from Monday to Friday between 11.00 am and 1.00 pm upto the date of the meeting.	5,00,000 Equity Shares of Rs. 1 each held by the Demerged Company shall be cancelled.	Refer Clause B of the Preamble of the Scheme. Also refer Para 10 of the Explanatory Statement.	Refer Clauses B (12) & (13) of the Preamble of the Scheme. Also refer to Para 10 of the Explanatory Statement.	Unsecured Creditors Rs. 1,632,231/-. Secured Creditors NIL	Disclosure about efect of the Scheme	No efect	No efect except to the extent of their shareholding in the Company, if any.	Shares of Rs. 5,00,000 held by Jubilant Life Sciences Limited in the Company shall be cancelled pursuant to the Scheme.	No efect except to the extent of their shareholding in the Company.	NIL	No efect	NIL
Jubilant Life Sciences Limited (Transferee Company/ Demerged Company)			1(one) fully paid up equity share of face value of INR 1/- each of the Resulting Company for every 1 (one) fully paid equity share of face value of INR 1/- each held by shareholders in the Demerged Company.	Refer Annexure 2 for the Share Entitlement Ratio. Te same is available for inspection at the Registered Ofce of the Company on all working days except Saturdays and Sundays and Public Holidays, during business hours from Monday to Friday between 11.00 am and 1.00 pm upto the date of the meeting.	Te Authorised Share Capital shall increase to Rs. 143,02,00,000 (Rupees One Hundred Forty Tree Crore and Two Lac only) divided into 143,02,00,000 Equity Shares of Re. 1 each.	Refer Clause B of the Preamble of the Scheme. Also refer Para 10 of the Explanatory Statement.	Refer Clauses B (12) & (13) of the Preamble of the Scheme. Also refer to Para 10 of the Explanatory Statement.	Unsecured Creditors Rs. 1487,40,93,901/-. Secured Creditors Rs. 795,00,00,000/-.		No efect, except to the extent of their shareholding in the Company, if any.	No efect, except to the extent of their shareholding in the Company, if any.	No efect except to the extent of their shareholding in the Company, if any.	No efect except to the extent of their shareholding in the Company.	NIL	No efect	No efect
JSPL Life Science Services and Holdings Private Limited (Transferor Company 5)			1 (one) fully paid up equity share of face value of INR 1/- each of the Transferee Company to be issued to the shareholders of the Transferor Company 5 for every 1 (one) fully paid up equity share of face value of INR 1/- each of the Transferee Company held by the Transferor Company 5	Refer Annexure 2 for the Share Entitlement Ratio. Te same is available for inspection at the Registered Ofce of the Company on all working days except Saturdays and Sundays and Public Holidays, during business hours from Monday to Friday between 11.00 am and 1.00 pm upto the date of the meeting.	Company shall stand dissolved without winding up; its share capital shall stand combined with Transferee Company/Demerged Company	Refer Clause B of the Preamble of the Scheme. Also refer Para 10 of the Explanatory Statement.	Refer Clauses B (12) & (13) of the Preamble of the Scheme. Also refer to Para 10 of the Explanatory Statement.	Unsecured Creditors NIL Secured Creditors NIL		No efect	No efect	No efect	NIL	NIL	NIL	NIL
JCPL Life Science Ventures and Holdings Private Limited (Transferor Company 4)			1 (one) fully paid up equity share of face value of INR 1/- each of the Transferee Company to be issued to the shareholders of the Transferor Company 4 for every 1 (one) fully paid up equity share of face value of INR 1/- each of the Transferee Company held by the Transferor Company 4	Refer Annexure 2 for the Share Entitlement Ratio. Te same is available for inspection at the Registered Ofce of the Company on all working days except Saturdays and Sundays and Public Holidays, during business hours from Monday to Friday between 11.00 am and 1.00 pm upto the date of the meeting.	Company shall stand dissolved without winding up; its share capital shall stand combined with Transferee Company/Demerged Company	Refer Clause B of the Preamble of the Scheme. Also refer Para 10 of the Explanatory Statement.	Refer Clauses B (12) & (13) of the Preamble of the Scheme. Also refer to Para 10 of the Explanatory Statement.	Unsecured Creditors NIL Secured Creditors NIL		No efect	No efect	No efect	NIL	NIL	NIL	NIL
SSB Consultants & Management Services Private Limited (Transferor Company 3)			1 (one) fully paid up equity share of face value of INR 1/- each of the Transferee Company to be issued to the shareholders of the Transferor Company 3 for every 1 (one) fully paid up equity share of face value of INR 1/- each of the Transferee Company held by the Transferor Company 3	Refer Annexure 2 for the Share Entitlement Ratio. Te same is available for inspection at the Registered Ofce of the Company on all working days except Saturdays and Sundays and Public Holidays, during business hours from Monday to Friday between 11.00 am and 1.00 pm upto the date of the meeting.	Company shall stand dissolved without winding up; its share capital shall stand combined with Transferee Company/Demerged Company	Refer Clause B of the Preamble of the Scheme. Also refer Para 10 of the Explanatory Statement.	Refer Clauses B (12) & (13) of the Preamble of the Scheme. Also refer to Para 10 of the Explanatory Statement.	Unsecured Creditors NIL Secured Creditors NIL		No efect	No efect	No efect	NIL	NIL	NIL	NIL
Jubilant Stock Holding Private Limited (Transferor Company 2)			1 (one) fully paid up equity share of face value of INR 1/- each of the Transferee Company to be issued to the shareholders of the Transferor Company 2 for every 1 (one) fully paid up equity share of face value of INR 1/- each of the Transferee Company held by the Transferor Company 2	Refer Annexure 2 for the Share Entitlement Ratio. Te same is available for inspection at the Registered Ofce of the Company on all working days except Saturdays and Sundays and Public Holidays, during business hours from Monday to Friday between 11.00 am and 1.00 pm upto the date of the meeting.	Company shall stand dissolved without winding up; its share capital shall stand combined with Transferee Company/Demerged Company	Refer Clause B of the Preamble of the Scheme. Also refer Para 10 of the Explanatory Statement.	Refer Clauses B (12) & (13) of the Preamble of the Scheme. Also refer to Para 10 of the Explanatory Statement.	Unsecured Creditors NIL Secured Creditors NIL		No efect	No efect	No efect	NIL	NIL	NIL	NIL
HSB Corporate Consultants Private Limited (Transferor Company 1)			1 (one) fully paid up equity share of face value of INR 1/- each of the Transferee Company to be issued to the shareholders of the Transferor Company 1 for every 1 (one) fully paid up equity share of face value of INR 1/- each of the Transferee Company held by the Transferor Company 1	Refer Annexure 2 for the Share Entitlement Ratio. Te same is available for inspection at the Registered Ofce of the Company on all working days except Saturdays and Sundays and Public Holidays, during business hours from Monday to Friday between 11.00 am and 1.00 pm upto the date of the meeting.	Company shall stand dissolved without winding up; its share capital shall stand combined with Transferee Company/Demerged Company	Refer Clause B of the Preamble of the Scheme. Also refer Para 10 of the Explanatory Statement.	Refer Clauses B (12) & (13) of the Preamble of the Scheme. Also refer to Para 10 of the Explanatory Statement.	Unsecured Creditors NIL Secured Creditors NIL		No efect	No efect	No efect	NIL	NIL	NIL	NIL
Particulars			Share Exchange Ratio and other Consideration, if any	Summary of Share Entitlement Ratio Report (if applicable) including basis of valuation and fairness opinion of the registered valuer, if any, and the declaration that the valuation report is available for inspection at registered ofce of the Company	Details of capital or debt restructuring, if any	Rationale for Composite Scheme of Arrangement	Benefts of the Demerger/Merger as perceived by the Board of Directors to the Company members, creditors and others (as applicable).	Amount due to unsecured and secured Creditors as of 31stJanuary 2020		Key Managerial Personnel (KMP) (other than Directors)	Directors	Promoters	Non-promoter members	Depositors	Creditors	Debenture holders
Sr. No			b	c	d	e	f	g	vi	a	b	c	d	e	f	g

33

Jubilant LSI Limited (Resulting Company)	NIL	No Efect	Disclosure about efect of Scheme of Arrangement on material interest of Directors, Key Managerial Personnel (KMP) and Debenture Trustee	No Efect, except to the extent of their shareholding, if any in the Resulting Company.	No Efect	Not Applicable	NIL	Details of the availability of the followingdocuments for obtaining extract from or making or obtaining copies of or inspection by the members and creditors, namely:	Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Tere were no contracts or agreements material to the Scheme of Arrangement	Available at the Registered Ofce of the Applicant Company between 11.00 a.m. to 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Refer to Para 14 (c) of the Explanatory Statement	Notice under Section 230(5) of Companies Act, 2013 is being given to the Central Government/ Regional Director, Registrar of Companies, Ofcial Liquidator and Income Tax Authorities.	Not applicable
Jubilant Life Sciences Limited (Transferee Company/ Demerged Company)	NIL	No Efect		No Efect, except to the extent of their shareholding, if any in the Transferee/ Demerged Company.	No efect, except to the extent of their shareholding, if any in the Transferee/ Demerged Company.	Not Applicable	NIL		Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Tere were no contracts or agreements material to the Scheme of Arrangement	Available at the Registered Ofce of the Applicant Company between 11.00 a.m. to 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Refer to Para 14 (c) of the Explanatory Statement	Notice under Section 230(5) of Companies Act, 2013 is being given to the Central Government/ Regional Director, Registrar of Companies, Ofcial Liquidator and Income Tax Authorities.	Members to whom the Notice is sent may vote at the meeting either in person or by proxies or through electronic means. Unsecured Creditors and Secured Creditors to whom the Notice is sent may vote at the meeting either in person or by proxies.
JSPL Life Science Services and Holdings Private Limited (Transferor Company 5)	NIL	No Efect		No Efect	No Efect	Not Applicable	NIL		Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Tere were no contracts or agreements material to the Scheme of Arrangement	Available at Registered Ofce of the Applicant Company between 11.00 a.m. to 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Refer to Para 14 (c) of the Explanatory Statement	Notice under Section 230(5) of Companies Act, 2013 is being given to the Central Government/ Regional Director, Registrar of Companies, Ofcial Liquidator and Income Tax Authorities.	Not applicable
JCPL Life Science Ventures and Holdings Private Limited (Transferor Company 4)	NIL	No Efect		No Efect	No Efect	Not Applicable	NIL		Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Tere were no contracts or agreements material to the Scheme of Arrangement	Available at Registered Ofce of the Applicant Company between 11.00 a.m. to 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Refer to Para 14 (c) of the Explanatory Statement	Notice under Section 230(5) of Companies Act, 2013 is being given to the Central Government/ Regional Director, Registrar of Companies, Ofcial Liquidator and Income Tax Authorities.	Not applicable
SSB Consultants & Management Services Private Limited (Transferor Company 3)	NIL	No Efect		No efect	No efect	Not Applicable	NIL		Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Tere were no contracts or agreements material to the Scheme of Arrangement	Available at Registered Ofce of the Applicant Company between 11.00 a.m. to 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Refer to Para 14 (c) of the Explanatory Statement	Notice under Section 230(5) of Companies Act, 2013 is being given to the Central Government/ Regional Director, Registrar of Companies, Ofcial Liquidator and Income Tax Authorities.	Not applicable
Jubilant Stock Holding Private Limited (Transferor Company 2)	NIL	No Efect		No Efect	No Efect	Not Applicable	NIL		Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Tere were no contracts or agreements material to the Scheme of Arrangement	Available at Registered Ofce of the Applicant Company between 11.00 a.m. to 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Refer to Para 14 (c) of the Explanatory Statement	Notice under Section 230(5) of Companies Act, 2013 is being given to the Central Government/ Regional Director, Registrar of Companies, Ofcial Liquidator and Income Tax Authorities.	Not applicable
HSB Corporate Consultants Private Limited (Transferor Company 1)	NIL	No efect		No efect	No efect	Not Applicable	NIL		Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Available at Registered Ofce of the Applicant Company between 11.00 a.m. and 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Tere were no contracts or agreements material to the Scheme of Arrangement	Available at Registered Ofce of the Applicant Company between 11.00 a.m. to 1.00 p.m. on all working days, except Saturdays, Sundays and Public Holidays upto the date of meeting.	Refer to Para 14 (c) of the Explanatory Statement	Notice under Section 230(5) of Companies Act, 2013 is being given to the Central Government/ Regional Director, Registrar of Companies, Ofcial Liquidator and Income Tax Authorities.	Not applicable
Particulars	Deposit Trustee and Debenture Trustee	Employees of the Company		Directors	Key Managerial Personnel	Debenture Trustee	Investigation or proceedings, if any, pending against the Company under the Act		Latest Audited Financial Statements of the Company including consolidated fnancial statements	Copy of the order of Tribunal in pursuance of which the meeting is to be convened or has been dispensed with	Copy of the Composite Scheme of Arrangement	Contracts or Agreements material to the Scheme of Arrangement	Te certifcate issued by the Auditor of the company to the efect that the accounting treatment, if any, proposed in the Scheme of Arrangement is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013; and	Such other information or documents as the Board believes necessary and relevant for making decision for or against the Scheme of Arrangement	Details of approvals, Sanctions, no objection(s), if any, from regulatory or any other governmental authorities required, received or pending for the proposed Scheme of Arrangement	A statement to the efect that the persons to whom the notice is sent may vote in the meeting either in person or by proxies, or where applicable, by voting through electronic means
Sr. No	h	i	vii				viii	ix	a	b	c	d	e	f	x	xi

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14. GENERAL

• a. The rights and interests of the Equity Shareholders and Creditors of HSB Corporate Consultants Private Limited, Jubilant Stock Holding Private Limited, SSB Consultants & Management Services Private Limited, JCPL Life Science Ventures and Holdings Private Limited, JSPL Life Science Services and Holdings Private Limited, Jubilant Life Sciences Limited and Jubilant LSI Limited 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.

• b. There are no winding up proceedings pending against the Applicant Companies as on date.

• c. The following additional documents will be open for inspection to the equity shareholders, unsecured creditors and secured creditors (as may be applicable) of HSB Corporate Consultants Private Limited, Jubilant Stock Holding Private Limited, SSB Consultants & Management Services Private Limited, JCPL Life Science Ventures and Holdings Private Limited, JSPL Life Science Services and Holdings Private Limited, Jubilant Life Sciences Limited and Jubilant LSI Limited at their registered offices between 11.00 am to 1.00 pm on all working days, except Saturday, Sunday and Public Holidays upto the date of meeting:

• i. Papers and proceedings in Company Application No. 101/ALD/2020 including certified copy of the Order of the Allahabad Bench of the National Company Law Tribunal in the said application directing the convening and holding of the meetings of the equity shareholders of the Applicant Company No. 6/ Transferee Company/Demerged Company;

• ii. Memorandum and Article of Association of the Applicant Companies;

• iii. Report on Share Exchange Ratio/Share Entitlement Ratio issued by B.B. & Associates, Chartered Accountant.

• iv. Register of Directors and Shareholders of the Applicant Companies;

• v. Copies of the resolution passed by respective Board of Directors of the Applicant Companies approving the Scheme;

• d. It is confirmed that a copy of the draft Scheme has been filed by the Transferor Companies, Transferee Company/ Demerged Company and the Resulting Company, respectively, with the Registrar of Companies, Uttar Pradesh pursuant to Section 232(2)(b) of the Act.

• e. A copy of the Scheme, Explanatory Statement and Form of Proxy may be obtained free of charge on any working day (except Saturday, Sunday and Public Holidays) from the registered office of the Companies or from the office of its Advocate, Rahul Agarwal, having office at Chamber No. 42, High Court OR 74/62, Lal Bahadur Shastri Marg, Allahabad-211001.

• f. This statement may be treated as an Explanatory Statement under Section 230 of the Companies Act, 2013 read with Rule 6 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Section 102 and other applicable provisions of the Companies Act, 2013 and corresponding Section 393 of the Companies Act, 1956 and other applicable provisions of Companies Act, 1956.

Dated:- June 25, 2020 Place:-Allahabad

FOR JUBILANT LIFE SCIENCES LIMITED Sd/Pradip Kumar Chairman appointed for the meeting

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Ref: NSE/LIST/22429_III

January 31, 2020

The Company Secretary Jubilant Life Sciences Limited Bhartiagram Gajraula, District Amroha, Uttar Pradesh - 244223

Kind Attn.: Mr. Rajiv Shah

Dear Sir,

Sub : Observation Letter for Draft Composite Scheme of Arrangement for Amalgamation and Demerger involving Amalgamation of HSB Corporate Consultants Private Limited, Jubilant Stock Holding Private Limited, SSB Consultants & Management Services Private Limited, JCPL Life Science Ventures and Holdings Private Limited, JSPL Life Science Services and Holdings Private Limited, Jubilant Life Sciences Limited and subsequently Demerger of LSI Undertaking of Demerged Company into Jubilant LSI Limited and their respective shareholders and creditors.

We are in receipt of Draft Composite Scheme of Arrangement ('the Scheme') for Amalgamation and Demerger involving Amalgamation of HSB Corporate Consultants Private Limited (Transferor Company 1), Jubilant Stock Holding Private Limited (Transferor Company 2), SSB Consultants & Management Services Private Limited (Transferor Company 3), JCPL Life Science Ventures and Holdings Private Limited (Transferor Company 4), JSPL Life Science Services and Holdings Private Limited (Transferor Company 5), Jubilant Life Sciences Limited (Transferee Company / Demerged Company) and subsequently Demerger of LSI Undertaking of Demerged Company into Jubilant LSI Limited (Resulting Company) and their respective shareholders and creditors vide application dated November 26, 2019.

Based on our letter reference no Ref: NSE/LIST/22429 submitted to SEBI and pursuant to SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 (‘Circular’), SEBI vide letter dated January 30, 2020, has given following comments:

• a. The Company shall ensure that a statement is inserted in the scheme by the Company that it is in compliance with Minimum Public Shareholding (MPS) requirement on fully diluted basis.

• b. The Company shall ensure that additional information and undertakings, if any, submitted by the Company, after filing the Scheme with the Stock Exchange, and from the date of the receipt of this letter is displayed on the website of the listed company.

• c. The Company shall duly comply with various provisions of the Circular.

• d. The Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company is This Document is Digitally Signed

• obliged to bring the observations to the notice of NCLT.

Signer: Rajendra P Bhosale Date: Fri, Jan 31, 2020 19:31:39 IST Location: NSE

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• e. The Company shall ensure that applicable information pertaining to unlisted companies - HSB Corporate Consultants Private Limited, Jubilant Stock Holding Private Limited, SSB Consultants & Management Services Private Limited, JCPL Life Science Ventures and Holdings Private Limited, JSPL Life Science Services and Holdings Private Limited and Jubilant LSI Limited are included in abridged prospectus as per specified format.

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

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

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we conveyed our “Noobjection” in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

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

The validity of this “Observation Letter” shall be six months from January 31, 2020, within which the scheme shall be submitted to NCLT.

Yours faithfully,

For National Stock Exchange of India Limited

Rajendra Bhosale Manager

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

This Document is Digitally Signed

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Signer: Rajendra P Bhosale Date: Fri, Jan 31, 2020 19:31:39 IST Location: NSE

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Telephone: + 91 120 386 8000 Fax: + 91 120 386 8999

INDEPENDENT AUDITORS’ REPORT

To the Members of Jubilant Life Sciences Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Jubilant Life Sciences Limited (“the Company”), which comprise the standalone balance sheet as at 31 March 2020, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2020, and profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the Standalone financial statements.

Emphasis of Matter

We draw attention to note 49 of the standalone financial statements which describes the accounting policy followed by the Company related to the transfer of India Branded Pharmaceuticals Business to its subsidiary. Our opinion is not modified in respect of aforesaid matter.

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Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Investment in subsidiaries See note 5 to the standalone financial statements The key audit matter

The Company’s investments in subsidiaries represents 67.65% of total net assets. These investments are reviewed at the end of the reporting period to determine whether there is any indication of impairment and the consequential impairment loss, if any.

We have identified the assessment of impairment (including evaluation of impairment indicators) in respect of investment in subsidiaries as a key audit matter because of its quantitative significance and since it involves significant judgement and is dependent on external factors such as future market conditions and the economic environment

How the matter was addressed in our audit	How the matter was addressed in our audit
In view	of the significance of the matter following
audit procedures were applied in this area, among
others	to obtain sufficient appropriate audit
evidence:
�	Assessed the appropriateness of
	accounting policy for impairment of
	investment in subsidiaries as per relevant
	accounting standard.
�	Evaluated the design implementation of
	key internal financial controls with
	respect to impairment including
	assessment of impairment indicators
	and determination of recoverable value
	and tested the operating effectiveness of
	such controls.
�	Evaluated the impairment indicator
	assessment performed by the Company
	considering internal/ external sources of
	information.
�	Where an impairment indicator was
	identified, we:
	�assessed the appropriateness of
	the valuation methodology and
	assumptions such as profit
	forecast, growth rate, discount
	rate, etc. used by the Company.
	�challenged the appropriateness of
	the various assumptions used in
	the valuation model by the
	Company, including forecasted
	revenues, growth rate, costs,
	discount rates, etc by evaluating
	past performances, where
	relevant, assessing historical
	accuracy of the assumptions and

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� evaluating sensitivity analysis of these key assumptions.

Impact of adopting the new income tax regime See note 30 to the standalone financial statements

The key audit matter

With effect from financial year 2019-2020, the Income Tax Act provides an option of paying income taxes at a lower rate subject to complying with certain prescribed conditions (‘new tax regime’). The Company has opted to shift to the new tax regime from a financial year in the future.

Accordingly, the deferred tax liabilities which are expected to reverse subsequent to the Company shifting to the new tax regime in the specified future year was remeasured and the consequential amount was recognised in the standalone statement of profit and loss of the current year. This amount is considered to be significant.

The determination of the point in time at which the Company would shift to the new tax regime involves significant judgement and estimation regarding forecasting future taxable profits and realisation of MAT credit entitlement (an item of deferred tax assets). Since the impact of remeasurement of deferred tax liabilities as stated above is sensitive to these judgements and estimates, it affects the amount of deferred tax liabilities that are reversed in the standalone statement of profit and loss of the current year.

Given the significant level of judgement involved and the quantitative significance, we have determined this to be a key audit matter.

How the matter was addressed in our audit

• In view of the significance of the matter we applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence: � Examined the implications of the new provisions on the tax position of the Company keeping in view the various interpretations to assess the impact of adopting the new tax regime from the specified future financial year.

• Tested the design, implementation and operating effectiveness of the Company’s key controls in relation to estimation of amount of deferred tax assets to be carried forward, including MAT credit entitlement.

• Tested appropriateness of forecasts of future taxable profits including revenue growth rates, EBITDA growth rates and other tax positions, based on our knowledge of the business and the observable market data of the industry.

• � Assessed the recoverability of MAT credit entitlement (an item of deferred tax assets) against the forecast future taxable profits.

• Tested reliability of forecasts by comparison of actual results of current year with forecasts made in previous year. Ascertained reasons for variance, if any, and assessed whether the same have been taken into considered in preparing future forecasts.

• � Assessed the adequacy of related disclosures in the standalone financial statements.

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Other Information

The Company’s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company’s annual report, but does not include the financial statements and our auditors’ report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management's and Board of Directors’ Responsibility for the Standalone Financial Statements

The Company’s Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material

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misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the standalone financial statements made by the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors’ Report) Order, 2016 (“the Order”) issued by the Central Government in terms of section 143 (11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. (A) As required by Section 143(3) of the Act, we report that:

3. a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

4. b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books

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• c) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account

• d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under section 133 of the Act.

• e) On the basis of the written representations received from the directors as on 31 March 2020 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2020 from being appointed as a director in terms of Section 164(2) of the Act.

• f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

• (B) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

• i. The Company has disclosed the impact of pending litigations as at 31 March 2020 on its financial position in its standalone financial statements - Refer Note 38 to the standalone financial statements.

• ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

• iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

• iv. The disclosures in the standalone financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made in these financial statements since they do not pertain to the financial year ended 31 March 2020.

• (C) With respect to the matter to be included in the Auditors’ Report under section 197(16):

In our opinion and according to the information and explanations given to us, the remuneration paid by the company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

For B S R & Co. LLP Chartered Accountants

ICAI Firm Registration No. 101248W/W-100022

Sd/- Manish Gupta Partner

Place: Delhi Date: 29 May 2020

Membership No. 095037 ICAI UDIN No:20095037AAAABI2298

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Annexure A to the Independent Auditors’ Report of even date on standalone financial statements of Jubilant Life Sciences Limited.

We report that :

• (i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of its fixed assets.

• (b) According to the information and explanations given to us, the Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. As informed to us, the discrepancies noticed on such verification were not material and have been properly adjusted in the books of account.

• (c) According to the information and explanations given to us and on the basis of our examination of the books of account, the title deeds of immovable property are held in the name of the Company.

• (ii) The inventory, except goods-in-transit and stocks lying with third parties, has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year-end, written confirmations have been obtained. As informed to us, the discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly adjusted in the books of account.

• (iii) (a) According to the information and explanations given to us, during the year, the Company has granted secured loan to a Body Corporate (an other party) covered in the register maintained under section 189 of the Act. In our opinion and according to the information and explanations given to us, the terms and conditions of the grant of such loans are not prejudicial to the Company’s interest.

(b) The Company has granted loans that are either re-payable on demand or have a schedule for repayment of interest and principal, to companies covered in the register maintained under section 189 of the Act. The payment of interest has been regular.

(c) There is no amounts of loans granted to companies listed in the register maintained under section 189 of the Act which are overdue for more than ninety days.

Further, according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies and limited liability partnerships covered in the register maintained under section 189 of the Act. Also, as informed to us, there are no firms covered in the register maintained under section 189 of the Act.

• (iv) According to the information and explanations given to us, in respect of loans and investments made by the Company, the provisions of section 185 and 186 of the Act have been complied with. As informed to us, the Company has not provided any guarantee or security as specified under Section 185 and 186 of the Act.

• (v) According to the information and explanations given to us, the Company has not accepted any deposits as mentioned in the directives issued by Reserve Bank of India and the provisions of section 73 to 76 of the Act or any other relevant provision of the companies Act 2013, and the rules framed there under. Accordingly, paragraph 3(v) of the order is not applicable.

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• (vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules specified by the Central Government for maintenance of cost records under section 148(1) of the Act, in respect of its products and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the records with a view to determine whether these are accurate or complete.

• (vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including provident fund, employees’ state insurance, income-tax, goods and services tax (GST), duty of customs, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities.

According to the information and explanations given to us, no amounts payable in respect of undisputed statutory dues including provident fund, employees’ state insurance, income-tax, GST, duty of customs, cess, and other material statutory dues were in arrears as at 31 March 2020 for a period of more than six months from the date they became payable.

• (b) According to the information and explanations given to us, there are no dues of sales-tax which have not been deposited with the appropriate authorities on account of any dispute. According to the information and explanations given to us, the following dues of income-tax, service tax, duty of customs, duty of excise and value added tax have not been deposited by the Company on account of disputes:

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Name of Nature Amount Amount paid Financial Forum where
the Statute of the involved under protest year to which dispute is pending
Dues (Rs. in (Rs. in the amount
million) million) relates
Income-tax
Act, Income 4.53 - 1988-89 Income Tax
1961 Tax Appellate Tribunal
2001-02
243.25 -
2004-08 High Court
Central
Excise Act, Excise 15.01 9.05 2009-11 Supreme Court
1944 Duty Custom, Central
Excise and Service
34.85 - 2012-17 Tax Appellate
Tribunal
Finance Act, Service Assistant
1994 Tax 1.25 - 2015-17 Commissioner
Custom Excise and
Customs Custom Service Tax
Act, 1962 Duty 12.04 - 2012-14 Appellate Tribunal
Deputy
71.23
2015-16 Commissioner
Assistant
0.01 - 2006-07 Commissioner
----- End of picture text -----*

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

Name of the Nature Amount Amount paid Financial Forum where
Statute of the involved under protest year to which dispute is pending
Dues (Rs. in (Rs. in the amount
million) million) relates
Customs Custom Assistant
Act, 1962 Duty 4.93 - 2016-17 Commissioner
Uttar
Pradesh
Value
Added Tax Value
Act, Added
2008 Tax 66.97 - 2010-18 Supreme Court
The Delhi Value
5.65 - 2013-14 [Special Objection ]
Value Added Hearing Authority
Added Tax Tax
7.00 - 2014-15 [Special Objection ]
Act Hearing Authority
The Value
Rajasthan Added
Value Tax
Added Tax
Act Assistant
0.08 - 2015-17 Commercial Tax
Officer
Maharashtra Sale
The 0.27 - 2012-13 Tax Tribunal
Maharashtra Value
Value Added
Added Tax Tax
Act, 2002 9.47 - 2014-15 Joint Commissioner
The Central Goods
Goods and and
Service Tax Service
Act, 2017 Tax 0.28 0.28 2018 High Court
The Central Goods
Goods and and Uttar Pradesh
Service Tax Service Goods and Service
Act, 2017 Tax 0.35 0.35 2018 Tax Tribunal
----- End of picture text -----*

• amount as per demand orders including interest and penalty, wherever indicated in the order.

(viii) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to its bankers or to any financial institutions and dues to debenture holders. The Company did not have any loans or borrowings from government during the year.

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• (ix) Based on our examination of books of account and according to the information and explanations given to us, the Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments). Further the monies raised by way of term loans have been applied, on an overall basis, for the purpose for which they are obtained.

• (x) Based on our examination of the books of account and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company by its officers or employees has been noticed or reported during the course of our audit.

• (xi) Based on our examination of the books of account and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provision of section 197 read with Schedule V of the Act.

• (xii) According to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

• (xiii) Based on our examination of the books of account and according to the information and explanations given to us, all transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable and the details have been disclosed in the standalone financial statements, as required by the applicable accounting standards.

• (xiv) Based on our examination of the books of account and according to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable.

• (xv) According to the information and explanations given to us, the Company has not entered into any noncash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable.

• (xvi) According to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For B S R & Co. LLP Chartered Accountants

ICAI Firm Registration No. 101248W/W-100022

Place: Delhi Date: 29 May 2020

Sd/- Manish Gupta Partner Membership No. 095037 ICAI UDIN No:20095037AAAABI2298

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Annexure ‘B’ to the Independent Auditors’ report of even date on standalone financial statements of Jubilant Life Sciences Limited.

Report on the internal financial controls with reference to the aforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

Opinion

We have audited the internal financial controls with reference to standalone financial statements of Jubilant Life Sciences Limited (“the Company”) as of 31 March 2020 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone financial statements and such internal financial controls were operating effectively as at 31 March 2020, based on the internal financial controls with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “Guidance Note”).

Management’s Responsibility for Internal Financial Controls

The Company’s management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (hereinafter referred to as “the Act”).

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to standalone financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statements were established and maintained and whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to financial statements.

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Meaning of Internal Financial controls with Reference to Standalone Financial Statements

A company's internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial controls with reference to standalone financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial controls with Reference to Standalone Financial Statements

Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to standalone financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For B S R & Co. LLP Chartered Accountants

ICAI Firm Registration No. 101248W/W-100022

Place: Delhi Date: 29 May 2020

Sd/- Manish Gupta Partner Membership No. 095037 ICAI UDIN No:20095037AAAABI2298

204

Jubilant Life Sciences Limited Standalone Financial Statements for the year ended 31 March 2020

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Jubilant Life Sciences Limited Balance Sheet as at 31 March 2020

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Jubilant Life Sciences Limited Balance Sheet as at 31 March 2020

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Statement of Profit and Loss for the year ended 31 March 2020

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Jubilant Life Sciences Limited Statement of Cash Flows for the year ended 31 March 2020

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Jubilant Life Sciences Limited Statement of Cash Flows for the year ended 31 March 2020

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• � 135.39 million (31 March 2019: � 220.18 million) has restricted use.

**Refer note 16 (d) for changes in liabilities arising from financing activities and note 49 for non-cash activity during the year.

Notes:

1. Statement of Cash Flows has been prepared under the indirect method as set out in the Ind AS 7 "Statement of Cash Flows".

2. During the year, the Company paid in cash � 44.40 million (31 March 2019: � 38.23 million) towards corporate social responsibility (CSR) expenditure (included in donation-Refer note 42(a)).

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Note 1. Corporate Information

Jubilant Life Sciences Limited (“the Company”) is a public limited company domiciled in India and incorporated under the provisions of Companies Act, 1956. Its shares are listed on BSE Limited and National Stock Exchange of India Limited. The registered office of the Company is situated at Bhartiagram, Gajraula, District Amroha, Uttar Pradesh – 244223.

The Company is an integrated global pharmaceutical and life sciences company engaged in pharmaceuticals, life science ingredients and drug discovery and development solutions. The pharmaceuticals segment, through its wholly owned subsidiary Jubilant Pharma Limited, is engaged in manufacture and supply of APIs, solid dosage formulations, radiopharmaceuticals, allergy therapy products and contract manufacturing of sterile injectables and non-sterile products through 6 USFDA approved manufacturing facilities in India, USA and Canada and a network of over 50 radiopharmacies in the US. The life science ingredients segment is engaged in specialty intermediates, nutritional products and life science chemicals through 5 manufacturing facilities in India. The drug discovery and development solutions business provides proprietary in-house innovation & collaborative research and partnership for out-licensing through 2 world class research centers in India. The Company is well recognised as a ‘Partner of Choice’ by leading pharmaceuticals and life sciences companies globally.

During the year ended 31 March 2020, the Company has filed with BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) the Composite Scheme of Arrangement for amalgamation of certain promoter controlled entities into the Company and Demerger of the Life Science Ingredients business into the Resulting entity which shall be listed on both the stock exchanges with a mirror shareholding. Upon receipt of no objection letters from BSE and NSE, in January 2020 the Company has filed application for approval of the composite scheme of arrangement with National Company Law Tribunal, Allahabad Bench. Pending approvals and other compliances, the financial statements of the Company does not have impact of the composite scheme.

Note 2. Significant accounting policies

This note provides a list of the significant accounting policies adopted in the preparation of these financial statements. The accounting policies adopted are consistent with those of the previous financial year except for Ind AS 116 “Leases” applied to all lease contracts existing on 1 April 2019 using the modified retrospective method and Appendix C, “Uncertainty over Income Tax Treatments” to Ind AS 12, “Income Taxes”. As a result, the comparative information has not been restated which did not have any significant impact on the financial position or performance of the Company. Also refer to respective accounting policies for further details.

(a) Basis of preparation

(i) Statement of compliance

These Standalone Financial Statements (“financial statements”) have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013, (“the Act”), relevant provisions of the Act and other accounting principles generally accepted in India.

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

All the amounts included in the financial statements are reported in millions of Indian Rupees (‘Rupees’ or ‘�’) and are rounded to the nearest million, except per share data and unless stated otherwise.

The financial statements have been authorised for issue by the Company’s Board of Directors on 29 May 2020.

(ii) Historical cost convention

These standalone financial statements have been prepared under historical cost convention on accrual basis, unless otherwise stated.

(b) Current versus non-current classification

The Company presents assets and liabilities in the Balance Sheet based on current/ non-current classification.

An asset is treated as current when:

• It is expected to be realised or intended to be sold or consumed in normal operating cycle;

• It is held primarily for the purpose of trading;

• It is expected to be realised within twelve months after the reporting period; or

• It is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

The Company classifies all other assets as non-current.

A liability is current when:

• It is expected to be settled in normal operating cycle;

• It is held primarily for the purpose of trading;

• It is due to be settled within twelve months after the reporting period; or

• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The Company classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities respectively.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Company has identified twelve months as its operating cycle for the purpose of current-non-current classification of assets and liabilities.

(c) Property, plant and equipment (PPE) and intangible assets

(i) Property, plant and equipment

Freehold land is carried at cost. All other items of property, plant and equipment are stated at cost, which includes capitalised finance costs, less accumulated depreciation and any accumulated impairment loss. Cost includes expenditure that is directly attributable to the acquisition of the items. The cost of an item of a PPE comprises its purchase price including import duty, and other non-refundable taxes or levies and any directly attributable cost of bringing the asset to its

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working condition of its intended use. Any trade discounts and rebates are deducted in arriving at the purchase price.

Expenditure incurred on startup and commissioning of the project and/or substantial expansion, including the expenditure incurred on trial runs (net of trial run receipts, if any) up to the date of commencement of commercial production are capitalised. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

Advances paid towards acquisition of property, plant and equipment outstanding at each Balance Sheet date, are shown under other non-current assets and cost of assets not ready for intended use before the year end, are shown as capital workin-progress.

(ii) Intangible assets

• Internally generated goodwill is not recognised as an asset. With regard to other internally generated intangible assets:

• Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognised in the Statement of Profit and Loss as incurred.

• Development expenditure including regulatory cost and legal expenses leading to product registration/ market authorisation relating to the new and/or improved product and/or process development capitalised only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use the asset. The expenditure capitalised includes the cost of materials, direct labour, overhead costs that are directly attributable to preparing the asset for its intended use, and directly attributable finance costs (in the same manner as in the case of tangible fixed assets). Other development expenditure is recognised in the Statement of Profit and Loss as incurred.

• Intangible assets that are acquired and implementation of software system are measured initially at cost.

• After initial recognition, an intangible asset is carried at its cost less accumulated amortisation and any accumulated impairment loss. Subsequent expenditure is capitalised only when it increases the future economic benefits from the specific asset to which it relates.

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

(iii) Depreciation and amortisation methods, estimated useful lives and residual value

Depreciation is provided on straight line basis on the original cost/ acquisition cost of assets or other amounts substituted for cost of fixed assets as per the useful life specified in Part 'C' of Schedule II of the Act, read with notification dated 29 August 2014 of the Ministry of Corporate Affairs, except for the following classes of fixed assets which are depreciated based on the internal technical assessment of the management as under:

Category of assets	Management estimate of useful life	Useful life as per Schedule II
Motor vehicles (Vehicles – Owned)	5 years	8 years
Motor vehicles under finance lease (Vehicles – Leased) (before 31 March 2019)	Tenure of lease or 5 years whichever is shorter	8 years
Computer servers and networks (included in office equipment)	5 years	6 years
Dies and punches for manufacture of dosage formulations (included in plant and equipment)	1-2 years	15 years
Employee perquisite related assets (except end user computers) (included in furniture and fixtures)	5 years, being the period of perquisite scheme	10 years

Leasehold land which qualifies as finance lease is amortised over the lease period on straight line basis (before 31 March 2019).

Software systems are being amortised over a period of five years being their useful life. Rights are amortised over the useful life.

Depreciation and amortisation on property, plant and equipment and intangible assets added/disposed off during the year has been provided on pro-rata basis with reference to the date/month of addition/disposal.

Depreciation and amortisation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if appropriate.

(iv) Derecognition

A property, plant and equipment and intangible assets is derecognised on disposal or when no future economic benefits are expected from its use and disposal. Losses arising from retirement and gains or losses arising from disposal of a tangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss.

(d) Non-current assets held for sale

Non-current assets are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such assets are generally measured at the lower of their carrying amount and fair value less cost to sell. Losses on initial classification as held for sale and subsequent gains and losses on re-measurement are recognised in the Statement of Profit and Loss.

Once classified as held-for sale, property, plant and equipment and intangible assets are no longer amortised or depreciated.

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

(e) Impairment of non-financial assets

The Company’s non-financial assets other than inventories and deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For impairment testing, assets that do not generate independent cash inflows (i.e. corporate assets) are grouped together into cash-generating units (CGUs). Each CGU represents the smallest group of assets that generates cash inflows that are largely independent of the cash inflows of other assets or CGUs.

The recoverable amount of an asset or CGU is the higher of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its estimated recoverable amount. Impairment loss recognised in respect of a CGU is allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amount of the other assets of the CGU (or group of CGUs) on a pro rata basis.

An impairment loss in respect of goodwill is not subsequently reversed. In respect of other assets for which impairment loss has been recognised in prior periods, the Company reviews at reporting date whether there is any indication that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. Such a reversal is made only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

(f) Financial instrument

A Financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement

All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Company commits to purchase or sell the asset.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

• Debt instruments at amortised cost

• Debt instruments at fair value through other comprehensive income (FVOCI)

• Debt instruments, derivatives and equity instruments at fair value through profit or loss (FVPL)

• Equity instruments measured at fair value through other comprehensive income (FVOCI)

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Debt instruments at amortised cost

A ‘debt instrument’ is measured at the amortised cost if the asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to the gross carrying amount of the financial asset or the amortised cost of the financial liability. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in other income in the Statement of Profit and Loss. The losses arising from impairment are recognised in the Statement of Profit and Loss. This category generally applies to trade and other receivables.

Debt instrument at FVOCI

A ‘debt instrument’ is classified as at the FVOCI if the objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and the asset’s contractual cash flows represent SPPI.

Debt instruments included within the FVOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognised in the other comprehensive income (OCI). On derecognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified to the Statement of Profit and Loss. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the EIR method.

Debt instrument at FVPL

FVPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categorisation as at amortised cost or as FVOCI, is classified as at FVPL. In addition, at initial recognition, the Company may irrevocably elect to designate a debt instrument, which otherwise meets amortised cost or FVOCI criteria, as at FVPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’).

Debt instruments included within the FVPL category are measured at fair value with all changes recognised in the Statement of Profit and Loss.

Equity investments

All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business combination to which Ind AS 103 applies are classified as at FVPL. For all other equity instruments, the Company may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Company makes such election on an instrument-byinstrument basis. The classification is made on initial recognition and is irrevocable.

If the Company decides to classify an equity instrument as at FVOCI, then all fair value changes on the instrument, excluding dividends, are recognised in the OCI. There is no recycling of the amounts from OCI to the Statement of Profit and Loss, even on sale of investment. However, the Company may transfer the cumulative gain or loss to retained earnings.

Equity instruments included within the FVPL category are measured at fair value with all changes recognised in the Statement of Profit and Loss.

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Investments in subsidiaries

Equity investments in subsidiaries are carried at cost less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. On disposal of investments in subsidiaries, the difference between net disposal proceeds and the carrying amounts are recognised in the Statement of Profit and Loss.

Impairment of financial assets

The Company recognises loss allowance using the expected credit loss (ECL) model for the financial assets which are not fair valued through profit or loss. Loss allowance for trade receivables with no significant financing component is measured at an amount equal to lifetime ECL. For all financial assets with contractual cash flows other than trade receivable, ECLs are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL. The amount of ECL (or reversal) that is required to adjust the loss allowance at the reporting date is recognised as an impairment gain or loss in the Statement of Profit and Loss.

Derecognition of financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Company’s balance sheet) when:

• The rights to receive cash flows from the asset have expired, or

• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Financial liabilities

Financial liabilities are classified as measured at amortised cost or FVPL. A financial liability is classified as at FVPL if it is classified as held�for�trading, or it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVPL are measured at fair value and net gains and losses, including any interest expense, are recognised in Statement of Profit and Loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in Statement of Profit and Loss. Any gain or loss on derecognition is also recognised in Statement of Profit and Loss.

Derecognition of financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.

Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the Balance Sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

(g) Inventories

Inventories are valued at lower of cost or net realisable value except scrap, which is valued at net estimated realisable value.

The Company uses weighted average method to determine cost for all categories of inventories except for goods in transit which is valued at specifically identified purchase cost. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition inclusive of non-refundable (adjustable) taxes wherever applicable. The cost of work in progress and manufactured finished goods (manufactured) include direct materials, direct labour and an appropriate proportion of variable and fixed production overheads, the latter being allocated on the basis of normal operating capacity.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. The net realisable value of work-in-progress is determined with reference to the selling prices of related finished products. Raw materials and other supplies held for use in the production of finished products are not written down below cost, except in cases where material prices have declined and it is estimated that the cost of the finished products will exceed their net realisable value. The comparison of cost and net realisable value is made on an item-by-item basis.

(h) Cash and cash equivalents

Cash and cash equivalent comprise cash at banks and on hand (including imprest) and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

(i) Provisions and contingencies

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Contingent liability

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

(j) Revenue recognition

Effective 1 April 2018, the Company adopted IND AS 115 “Revenue from Contracts with Customers” using the cumulative catch-up transition method, applied to contracts that were not completed as at 1 April 2018. In accordance with the cumulative catch-up transition method, the comparatives have not been retrospectively adjusted. There is no material effect on adoption of Ind AS 115 on the financial statements.

Revenue from sale of products is recognised upon transfer of control of products to customers at the time of shipment to or receipt of goods by the customers. Service income is recognised as and when the underlying services are performed. The Company exercises judgment in determining whether the performance obligation is satisfied at a point in time or over a period of time.

Revenues are measured based on the transaction price, which is the consideration, net of tax collected from customers and remitted to government authorities such as Goods and services tax (GST), sales tax, excise duty, value added tax and applicable discounts and allowances including expected sales return etc. The computation of these estimates using expected value method involves significant judgment based on various factors including contractual terms, historical experience, estimated inventory levels etc.

Contract assets are recognised when there is excess of revenue earned over billings on contracts. Contract assets are classified as unbilled receivables (only act of invoicing is pending) when there is unconditional right to receive cash and only passage of time is required as per contractual terms. Contract liabilities are recognised when there are billings in excess of revenues. Contract liabilities relate to the advance received from customers and deferred revenue against which revenue is recognised when or as the performance obligation is satisfied.

Income in respect of entitlement towards export incentives is recognised in accordance with the relevant scheme on recognition of the related export sales. Such export incentives are recorded as part of other operating revenue.

(k) Employee benefits

• (i) Short-term employee benefits: All employee benefits falling due within twelve months from the end of the period in which the employees render the related services are classified as short-term employee benefits, which include benefits like salaries, wages, short term compensated absences, performance incentives, etc. and are recognised as expenses in the period in which the employee renders the related service and measured accordingly.

• (ii) Post-employment benefits: Post employment benefit plans are classified into defined benefits plans and defined contribution plans as under:

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

a) Gratuity

The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount based on the respective employee's salary and the tenure of employment. The liability in respect of gratuity is recognised in the books of account based on actuarial valuation by an independent actuary. The gratuity liability for certain employees of the Company is funded with Life Insurance Corporation of India.

b) Superannuation

Certain employees of the Company are also participants in the superannuation plan ('the Plan'), a defined contribution plan. Contribution made by the Company to the plan during the year is charged to Statement of Profit and Loss.

c) Provident fund

• The Company makes contribution to the recognised provident fund - "VAM EMPLOYEES PROVIDENT FUND TRUST" (a multiemployer trust) for most of its employees in India, which is a defined benefit plan to the extent that the Company has an obligation to make good the shortfall, if any, between the return from the investments of the trust and the notified interest rate. The Company's obligation in this regard is determined by an independent actuary and provided for if the circumstances indicate that the Trust may not be able to generate adequate returns to cover the interest rates notified by the Government.

For other employees in India, provident fund is deposited with Regional Provident Fund Commissioner. This is treated as defined contribution plan.

• Company's contribution to the provident fund is charged to Statement of Profit and Loss.

(iii) Other long-term employee benefits:

Compensated absences:

As per the Company's policy, eligible leaves can be accumulated by the employees and carried forward to future periods to either be utilised during the service, or encashed. Encashment can be made during service, on early retirement, on withdrawal of scheme, at resignation and upon death of the employee. Accumulated compensated absences are treated as other long-term employee benefits.

(iv) Termination benefits:

Termination benefits are recognised as an expense when, as a result of a past event, the Company has a present obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.

(v) Actuarial valuation

The liability in respect of all defined benefit plans and other long term benefits is accrued in the books of account on the basis of actuarial valuation carried out by an independent actuary using the Projected Unit Credit Method. The obligation is measured at the present value of estimated future cash flows. The discount rates used for determining the present value of obligation under defined benefit plans, is based on the market yields on Government securities as at the Balance Sheet date, having maturity periods approximating to the terms of related obligations.

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Remeasurement gains and losses on other long term benefits are recognised in the Statement of Profit and Loss in the year in which they arise. Remeasurement gains and losses in respect of all defined benefit plans arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in other equity in the Statement of Changes in Equity and in the Balance Sheet. Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in profit or loss as past service cost. Gains or losses on the curtailment or settlement of any defined benefit plan are recognised when the curtailment or settlement occurs. Any differential between the plan assets (for a funded defined benefit plan) and the defined benefit obligation as per actuarial valuation is recognised as a liability if it is a deficit or as an asset if it is a surplus (to the extent of the lower of present value of any economic benefits available in the form of refunds from the plan or reduction in future contribution to the plan).

Past service cost is recognised as an expense in the Statement of Profit and Loss on a straight-line basis over the average period until the benefits become vested. To the extent that the benefits are already vested immediately following the introduction of, or changes to, a defined benefit plan, the past service cost is recognised immediately in the Statement of Profit and Loss. Past service cost may be either positive (where benefits are introduced or improved) or negative (where existing benefits are reduced).

(l) Share-based payments

The Company has adopted the policy to account for Employees Welfare Trust as a legal entity separate from the Company but as a subsidiary of the Company. Any loan from the Company to the trust is accounted for as a loan in accordance with its term.

The grant date fair value of options granted (net of estimated forfeiture) to employees of the Company is recognised as an employee expense, and those granted to employees of subsidiaries is considered as the Company’s equity contribution and is added to the carrying value of investment in the respective subsidiaries, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the options. The expense is recorded for each separately vesting portion of the award as if the award was, in substance, multiple awards. The increase in equity recognised in connection with share based payment transaction is presented as a separate component in equity under “share based payment reserve”. The amount recognised as an expense is adjusted to reflect the actual number of stock options that vest. For the option awards, grant date fair value is determined under the option-pricing model (BlackScholes-Merton). Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures materially differ from those estimates.

Corresponding balance of a share based payment reserve is transferred to general reserve upon expiry of grants or upon exercise of stock options by an employee, as the Company is operating the Employee Stock Option schemes through Jubilant Employees Welfare Trust, which has purchased share from the secondary market.

(m) Finance costs

Finance costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Finance cost also includes exchange differences to the extent regarded as an adjustment to the finance costs. Finance costs that are directly attributable to the construction or production or development of a qualifying asset are capitalised as part of the cost of that asset. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale. All other finance costs are expensed in the period in which they occur.

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the finance costs eligible for capitalisation. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the Statement of Profit and Loss over the period of the borrowings using the effective interest method. Ancillary costs incurred in connection with the arrangement of borrowings are amortised over the period of such borrowings.

Finance income consists of interest income. Interest income or expense is recognised using the effective interest method. The ‘effective interest rate’ is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to the gross carrying amount of the financial asset or the amortised cost of the financial liability. In calculating interest income or expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.

(n) Exceptional items

Exceptional items refer to items of income or expense within the statement of profit and loss from ordinary activities which are non-recurring and are of such size, nature or incidence that their separate disclosure is considered necessary to explain the performance of the Company.

(o) Income tax

Income tax expense comprises current and deferred tax. It is recognised in Statement of Profit and Loss except to the extent that it relates to a business combination, or items recognised directly in equity or in OCI.

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Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received after considering uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.

Current tax assets and liabilities are offset only if there is a legally enforceable right to set off the recognised amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously.

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Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

• temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss at the time of the transaction;

• temporary differences related to freehold land and investments in subsidiaries, to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

• taxable temporary differences arising on the initial recognition of goodwill.

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Deferred tax assets (DTA) include Minimum Alternate Tax (MAT) paid in accordance with the tax laws in India, which is likely to give future economic benefits in the form of availability of set off against future income tax liability.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used. Deferred tax is measured at the tax rates that are expected to be applied to the period when the asset is realised or the liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset only if there is a legally enforceable right to set off the recognised amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously.

For operations carried out in SEZs, deferred tax assets or liabilities, if any, have been established for the tax consequences of those temporary differences between the carrying values of assets and liabilities and their respective tax bases that reverse after the tax holiday ends.

(p) Leases

Leases – Company as a lessee

Policy applicable from 1 April 2019

MCA vide its notification dated 30 March 2019, notified Ind AS 116 “Leases” which is effective for annual reporting periods beginning on or after 1 April 2019. Ind AS 116 replaces existing lease guidance Ind AS 17 Leases . Ind AS 116 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. Ind AS 116 introduces a single, on-balance sheet lease accounting model for lessees. A lessee recognises a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments.

The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (1) the contact involves the use of an identified asset; (2) the Company has substantially all of the economic benefits from use of the asset through the period of the lease; and (3) the Company has the right to direct the use of the asset.

The Company’s lease asset classes primarily consist of leases for land, buildings, plant and machinery and vehicles which typically run for a period of 3 to 25 years, with an option to renew the lease after that date. For certain leases, the Company is restricted from entering into any sub-lease arrangements. At the date of commencement of the lease, the Company recognises a right-of-use asset and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases). For these short-term leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease.

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Right-of-use assets and lease liabilities includes the options to extend or terminate the lease when it is reasonably certain that they will be exercised.

The right-of-use assets are initially recognised at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses, if any.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the Statement of Profit and Loss.

The lease liability is initially measured at amortised cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates based on information available as at the date of commencement of the lease. Lease liabilities are remeasured with a corresponding adjustment to the related right-of-use asset if the Company changes its assessment of whether it will exercise an extension or a termination option. Lease liability and right-of-use asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Company makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Company considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to Company’s operations taking into account the location of the underlying asset and the availability of suitable alternatives. The lease term in future periods is reassessed to ensure that the lease term reflects the current economic circumstances.

Policy applicable before 1 April 2019

At the inception of each lease, the lease arrangement was classified as either a finance lease or an operating lease, based on the substance of the lease arrangement.

Finance leases

Assets leased by the Company in its capacity as lessee where substantially all the risks and rewards of ownership vest in the Company were classified as finance leases. A finance lease was recognised as an asset and a liability at the commencement of the lease, at the lower of the fair value of the asset and the present value of the minimum lease payments. Minimum lease payments made under finance leases were apportioned between the finance expense and the reduction of the outstanding liability. The finance expense was allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

226

Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Operating leases

Leases in which a significant portion of the risks and rewards of ownership were not transferred to the Company as lessee were classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) were charged to the Statement of Profit and Loss on a straight-line basis over the period of the lease unless the payments were structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases.

Transition to Ind AS 116

Effective 1 April 2019, the Company adopted Ind AS 116 “Leases” applied to all lease contracts existing on 1 April 2019 using the modified retrospective approach on the date of initial application. Consequently, the Company recorded the lease liability at the present value of the lease payments discounted at the incremental borrowing rate and the right-of-use asset an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the Balance Sheet immediately before the date of initial application. Comparatives have not been retrospectively adjusted.

On transition to Ind AS 116, the adoption of new standard resulted in recognition of right-of-use assets of 671.30 million and lease liabilities of 405.76 million with no material impact on the equity. The nature of expenses has changed from lease rent in previous periods to depreciation expense for the right-of-use asset and finance cost for interest accrued on lease liability. The effect of this adoption is insignificant on the profit for the year.

For transition, the Company has elected not to apply the requirements of Ind AS 116 to leases which are expiring within 12 months from the date of transition on a lease-by-lease basis. The Company also used practical expedient and therefore, did not reassess, under Ind AS 116, whether a contracts is, or contains, a lease at the date of initial application. Further, as a practical expedient, on a lease-by-lease basis, the Company relied on its assessment as at 31 March 2019 as to whether leases are onerous applying Ind AS 37, Provisions, Contingent Liabilities and Contingent Assets, as an alternative to performing an impairment review. The Company has used a single discount rate to a portfolio of leases with similar characteristics. For leases that were classified as finance leases applying Ind AS 17, the carrying amount of the right-ofuse asset and the lease liability at the date of initial application is the carrying amount of the lease asset and lease liability immediately before that date measured applying Ind AS 17. For those leases, the Company has accounted for the right-ofuse asset and the lease liability applying Ind AS 116 from the date of initial application.

(q) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Chairman and Co-Chairman and Managing Director (CCMD) of the Company are responsible for allocating resources and assessing performance of the operating segments, and accordingly, identified as the chief operating decision maker. Revenues, expenses, assets and liabilities, which are common to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been treated as "unallocated revenues/ expenses/ assets/ liabilities", as the case may be.

227

Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

(r) Foreign currency translation

(i) Functional and presentation currency

The functional currency of the Company is the Indian rupee. These financial statements are presented in Indian rupees.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at balance sheet date exchange rates are generally recognised in Statement of Profit and Loss.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example translation differences on non-monetary assets such as equity investments classified as FVOCI are recognised in other comprehensive income (OCI).

(s) Government grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Company will comply with all attached conditions.

Government grants relating to income are deferred and recognised in the Statement of Profit and Loss over the period necessary to match them with the costs that they are intended to compensate and presented within other operating revenue.

Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and are credited to Statement of Profit and Loss on a straight-line basis over the expected lives of the related assets and presented within other income.

(t) Earnings per share

(i) Basic earnings per share

Basic earnings per share is calculated by dividing:

• the profit attributable to owners of the Company

• by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year.

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

• the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

• the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares

(u) Measurement of fair values

A number of the accounting policies and disclosures require measurement of fair values, for both financial and nonfinancial assets and liabilities.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Company has an established control framework with respect to the measurement of fair values. This includes a finance team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values.

The finance team regularly reviews significant unobservable inputs and valuation adjustments. If third party information is used to measure fair values, then the finance team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which the valuations should be classified.

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information about the assumptions made in measuring fair values used in preparing these financial statements is included in the respective notes.

(v) Critical estimates and judgments

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. In particular, information

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included in the following notes.

• Assessment of useful life of property, plant and equipment and intangible asset – Note 2(c)

• Valuation of inventories – Note 2(g)

• Recognition of revenue and related accruals– Note 2(j)

• Fair value measurement – Note 2(u)

• Estimation of assets and obligations relating to employee benefits – Note 2(k) and 32

• Recognition and estimation of tax expense including deferred tax– Note 2(o), 8 and 30

• Estimated impairment of financial assets and non-financial assets – Note 2(e) and 2(f)

• Recognition and measurement of contingency: Key assumption about the likelihood and magnitude of an outflow of resources – Note 38

• Lease term: whether the Company is reasonably certain to exercise extension options – Note 2(p) and 40.

The Company has considered the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of receivables, inventories, property, plant and equipment and intangible assets. In developing the assumptions relating to the possible future uncertainties in the global economic conditions, the Company, as at the date of approval of these financial statements, has used internal and external sources of information, including economic forecasts and estimates from market sources, on the expected future performance of the Company. On the basis of evaluation and current indicators of future economic conditions, the Company expects to recover the carrying amounts of these assets and does not anticipate any impairment to these financial and non-financial assets. However, the impact assessment of COVID-19 is a continuing process, given the uncertainties associated with its nature and duration. The Company will continue to monitor any material changes to future economic conditions.

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231

Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Note 4: Other intangible assets and intangible assets under development

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Notes:

(1) Refer note 39(a) for disclosure of contractual commitments for the acquisition of intangibles assets.

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Note 5: Non-current investments

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233

Jubilant Life Sciences Limited

Notes to the financial statements for the year ended 31 March 2020

Note 6: Loans

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Note 7: Other financial assets

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Note:

(1) These deposits have restricted use.

(2) Including due by directors and private companies having common director aggregating to � 9.54 million (31 March 2019: � 5.17 million)

234

Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Note 8. Deferred tax

Deferred income tax reflect the net tax effects of temporary difference between the carrying amount of asset and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s net deferred income tax are as follows:

Deferred tax assets:

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Deferred tax liabilities:

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Reflected in the Balance Sheet as follows:

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235

Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Reconciliation of deferred tax (liabilities) /assets (net):

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DTA has not been recognized on temporary differences in relation to indexation benefit of investment in subsidiaries and freehold land amounting to � 4,472.50 million (31 March 2019: � 4,205.51 million) and � 76.65 million (31 March 2019: � 72.61 million) respectively, as the Company is able to control the timing of the reversal of the temporary difference and it is probable that the temporary differences will not reverse in foreseeable future.

Tax related contingencies- Refer note 38

Note 9: Other non-current assets

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Note 10: Inventories

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236

Jubilant Life Sciences Limited

Notes to the financial statements for the year ended 31 March 2020

Note 11: Trade receivables

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Note 12 (a): Cash and cash equivalents

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Note:

(1) � 54.97 million (31 March 2019: � 54.73 million) has restricted use.

Note 12 (b): Other bank balances

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Note:

(1) � 6.50 million (31 March 2019: � 160.44 million) has restricted use.

Note 13: Other current assets

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Note:

• (1) Represents property, plant and equipment which are not considered for active use and are expected to be sold in due course.

237

Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Note 14: Equity share capital

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Movement in equity share capital:

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Terms and rights attached to equity shares:

The Company has only one class of shares referred to as equity shares having par value of � 1 each. Holder of each equity share is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Details of shareholders holding more than 5% shares in the Company:

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Others:

a) 114,835 (31 March 2019: 114,835) equity shares of � 1 each allotted on exercise of the vested stock options in accordance with the terms of exercise under the "Jubilant Employees Stock Option Plan, 2005".

b) Under the Jubilant Employees Stock Option 2011 Plan as at 31 March 2020 – Nil (31 March 2019: 9,628) outstanding options are convertible into Nil (31 March 2019: 9,628) shares. (Refer note 46).

238

Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Note 15: Nature and purpose of other equity

• Capital reserve

Accumulated capital surplus not available for distribution of dividend and expected to remain invested permanently and includes excess/shortfall of consideration over book value of net assets/liabilities transferred under a common control transaction.

• Securities premium

The unutilized accumulated excess of issue price over face value on issue of shares. This reserve is utilised in accordance with the provisions of the Act.

• Capital redemption reserve

Capital redemption reserve represents the unutilized accumulated amount set aside at the time of redemption of preference shares. This reserve is utilised in accordance with the provisions of the Act.

• Amalgamation reserve

Amalgamation reserve represents the unutilized accumulated surplus created at the time of amalgamation of another company with the Company. This reserve is not available for distribution of dividend and is expected to remain invested permanently.

• General reserve

This represents appropriation of profit by the Company and is available for distribution of dividend.

• Debenture redemption reserve

The Company is required to create a debenture redemption reserve out of the profits prior to the redemption of debentures. This reserve is available for distribution of dividend post redemption of debentures.

• Share based payment reserve

The fair value of the equity settled share based payment transactions with employees is recognised in Statement of Profit and Loss with corresponding credit to share based payment reserve. Further, equity settled share based payment transaction with employees of subsidiary is recognised in investment of subsidiaries with corresponding credit to Share based payment reserve. Corresponding balance of a share based payment reserve is transferred to general reserve upon expiry of grants or upon exercise of stock options by an employee, as the Company is operating the Employee Stock Option schemes through Jubilant Employees Welfare Trust, which has purchased share from the secondary market.

• Retained earnings

Retained earnings represent the amount of accumulated earnings of the Company and re-measurement differences on defined benefit plans.

� Equity instrument through OCI

The Company has elected to recognize changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the equity instrument through OCI within equity. The Company transfers amount therefrom to retained earnings when the relevant equity securities are derecognized.

239

Notes to the financial statements for the year ended 31 March 2020

Jubilant Life Sciences Limited

Note 16 (a): Non-current borrowings

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Note 16 (b): Current borrowings

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16 a. Nature of security of non-current borrowings and other terms of repayment

• 16(a)(i) Indian rupee term loans amounting to � 7,450.00 million (31 March 2019: to � 1,575 million) from The Hongkong and Shanghai Banking Corporation Limited, HDFC Limited, ICICI Bank Limited, Axis Bank Limited and Non-Convertible Debentures amounting to � Nil (31 March 2019: to � 7,450 million) are secured by a first pari-passu charge created/to be created amongst the lenders by way of:

• 1) First pari passu charge on all the immovable fixed assets owned by the Company, situated at Bhartiagram, Tehsil Dhanora, District Amroha, Uttar Pradesh, India (“Immovable Secured Assets”), but excluding the immovable fixed assets described in (A) below (“Excluded Immovable Assets”). The

240

Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

details of the Immoveable Secured Assets to be charged/mortgaged to secure the Facilities is more particular described in (B) below.

A. Excluded Immovable Assets:

(1) Land measuring 90,124.24 square meters together with all the buildings and structures thereon situated in the revenue estate of Village Naipura Khadar and Tigariya Bhoor, Tehsil Dhanora, District Amroha, Uttar Pradesh, India, which land is covered under common title deeds with other group companies of the Company;

(2) Land measuring 5.56 acres (equivalent to 2.253 hectares) together with all the buildings and structures thereon situated in the revenue estate of Village Fazalpur Gosai, Tehsil Dhanora, District Amroha, Uttar Pradesh, India; and

(3) Leasehold land, being plot no. A-4/2 measuring 157,509 square meters, together with all the buildings and structures thereon situated in UPSIDC Industrial Area II, Gajraula, Tehsil Dhanora, District Amroha, Uttar Pradesh, India, which land is covered under common lease deed with other group companies of the Company;

B. Immovable Secured Assets:

(1) Land admeasuring 32.77 Acres or 13.268 Hectares situated in the revenue estate of Villages Naipura Khader, Tehsil Hasanpur (now Pargana & Tehsil Dhanora), District Moradabad (now District Amroha), Uttar Pradesh, together with buildings and structures thereon and all plant and machinery attached to the earth or permanently fastened to anything attached to the earth;

(2) Land admeasuring 154.28 Acres or 62.448 Hectares situated in the revenue estate of Village Tigariya Bhoor, Tehsil Dhanera, District Amroha, Uttar Pradesh, together with buildings and structures thereon and all plant and machinery attached to the earth or permanently fastened to anything attached to the earth;

(3) Land admeasuring 95.46 Acres or 38.648 Hectares situated in the revenue estate of Village Shahbajpur Dor, Tehsil & Pargana Hasanpur (now Dhanera), District Amroha (early in Moradabad), Uttar Pradesh, together with buildings and structures thereon and all plant and machinery attached to the earth or permanently fastened to anything attached to the earth;

(4) Land admeasuring 28.904 Hectares or 71.39 Acres, situated in the revenue estate of Village Rasoolpur Khader, Tehsil Dhanaura, District Moradabad (now District Amroha), Uttar Pradesh, together with buildings and structures thereon and all plant and machinery attached to the earth or permanently fastened to anything attached to the earth;

(5) Land admeasuring 48,576 Sq.Mts. or 12 Acres or 4.856 Hectares situated in the revenue estate of Villages Sadullapur, Naipura Khadar, Sahabazpur Dor, Tehsil Hasanpur (now Pargana & Tehsil Dhanora,), District Amroha, Uttar Pradesh, together with buildings and structures thereon and all plant and machinery attached to the earth or permanently fastened to anything attached to the earth.

• 2) First pari passu charge over entire movable fixed assets of the company, both present and future excluding movable assets of Indian Branded Pharmaceuticals (IBP) ,

• 3) First pari passu charge over the land and building of the office premises located at 1A, Sector 16A, NoidaUttar Pradesh-201301.

241

Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

• 16(a)(ii) Indian rupee term loan amounting to � 3750 million (31 March 2019: � Nil) from ICICI Bank Limited is repayable in 16 structured quarterly installments from March 2021.

• 16(a)(iii) Indian rupee term loan amounting to � 1350 million (31 March 2019: � Nil) from The Hongkong and Shanghai Banking Corporation Limited is repayable in 16 equal quarterly installments from April 2021.

• 16(a)(iv) Indian rupee term loan amounting to � 2350 million (31 March 2019: � Nil) from HDFC Limited is repayable in 8 structured half yearly installments from July 2022.

• 16(a)(v) Non-convertible debentures amounting to � Nil (31 March 2019: � 3,950.00 million repayable in three yearly installments) has been fully redeemed during the year as given below

• a. 8 .47% Non-convertible debentures of �1,000 million has been repaid during the year.

• b. 8.65% Non-convertible debentures of � 1,500 million has been repaid during the year.

• c. 8.88% Non-convertible debentures of 1,450 million has been repaid during the year.

• 16(a)(vi) Non-convertible debentures amounting to � Nil (31 March 2019: � 3,500 million repayable in three yearly installments) has been fully redeemed during the year. as given below

• a. 8.95% Non-convertible debentures of 1,000 million has been repaid during the year.

• b. 9.10% Non-convertible debentures of 1,000 million has been repaid during the year.

• c. 9.26% Non-convertible debentures of 1,500 million has been repaid during the year

• 16(a)(vii) Indian rupee term loan amounting to � Nil (31 March 2019: � 1,575.00 million repayable in three half yearly installments from March 2021) from Axis Bank Limited has been fully repaid during the year.

• 16(a)(viii)Term loans from subsidiaries are repayable up to five years from the date of respective disbursement and carry interest rate ranging from 6.25% to 8.75% (31 March 2019: 6.75 % to 8.75% per annum).

• 16(a)(ix) Finance lease obligations are secured by hypothecation of specific assets taken under such lease. The same are repayable within five years (before 31 March 2019).

• 16(a)(x) The term loans carry floating interest rate calculated in accordance with the terms of the arrangement which is a specified benchmark rate (reset at periodic intervals), adjusted for agreed spread. During the year ended 31 March 2020, the interest rate on Indian currency loans range from 8.45% to 9.90% per annum (31 March 2019: 8.00 % to 10.09% per annum).

16 b. Nature of security of Current borrowings and other terms of repayment

• 16(b)(i) Working capital facilities (including cash credit) sanctioned by consortium of banks and notified financial institutions are secured by a first charge by way of hypothecation, ranking pari-passu inter-se banks, of the entire book debts and receivables and inventories both present and future, of the Company wherever the same may be or be held. Working capital loans are repayable as per terms of agreement within one year

• 16(b)(ii) Short term loans are availed in Indian rupees and in foreign currency which carry floating interest rate calculated in accordance with the terms of the arrangement which is a specified benchmark rate (reset at periodic intervals), adjusted for agreed spread. During the year ended 31 March 2020, the interest rate on Indian currency loans and

242

Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

foreign currency loans range from 5.34% to 13.55% per annum (31 March 2019: 6.10 % to 10.60% per annum) and 2.55% to 5.52% per annum (31 March 2019: 1.44% to 5.58% per annum) , respectively

The composition of property, plant and equipment and current assets as mentioned above are defined in detail in the respective financing/credit arrangements.

16 c. Assets pledged as security

Assets with following carrying amounts are pledged as collateral/security against loans and borrowings at year end.

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16 d. Reconciliation of movements of liabilities to cash flows arising from financing activities

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Note 17: Provisions

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243

Jubilant Life Sciences Limited

Notes to the financial statements for the year ended 31 March 2020

Note 18: Trade payables

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Note 19: Other current financial liabilities

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• Includes outstanding dues of micro enterprises and small enterprises of 21.89 million (31 March 2019: 63.38 million).

Note 20: Other current liabilities

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244

Jubilant Life Sciences Limited

Notes to the financial statements for the year ended 31 March 2020

Note 21: Revenue from operations

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Disaggregation of revenue

In the following table, revenue is disaggregated by primary geographical market and major products & service lines.

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Reconciliation of the disaggregated revenue with the Company’s reportable segments (refer note 36).

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Contract Balances

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The amount of � 55.27 million and 71.77 million recognised in contract liabilities at the beginning of the year has been recognised as revenue for the year ended 31 March 2020 and 31 March 2019, respectively.

245

Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Reconciliation of revenue recognized with the contracted price is as follows:

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The reduction towards variable consideration comprises of volume discounts, price discounts etc.

Note 22: Other income

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Note 23: Cost of materials consumed

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Note 24: Purchase of stock-in-trade

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246

Jubilant Life Sciences Limited

Notes to the financial statements for the year ended 31 March 2020

Note 25: Changes in inventories of finished goods, stock-in-trade and work-in-progress

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Note 26: Employee benefits expense

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Note 27: Finance costs

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Note:

(1) Refer note 44 for finance costs capitalised.

Note 28: Depreciation and amortisation expense

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247

Notes to the financial statements for the year ended 31 March 2020

Jubilant Life Sciences Limited

Note 29: Other expenses

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Note 29(a): Details of payment to statutory auditors (excluding applicable taxes and including out of pocket expenses)

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Note 29 (b) Research and development expenses (excluding finance cost, depreciation and amortisation) comprises as mentioned here under:

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248

Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Note 30: Income tax

The major components of income tax expense for the years ended 31 March 2020 and 31 March 2019 are:

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Reconciliation between average effective tax rate and applicable tax rate for the year ended 31 March 2020 and 31 March 2019:

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*During the current year, in accordance with Taxation Laws (Amendment) Act, 2019, the Company has evaluated the net deferred tax liability as at 31 March 2019, and, based on estimates, has written back an amount to the extent of 500.11 million to the statement of profit and loss.

249

Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Note 31: Micro, small and medium enterprises

There are no micro, small and medium enterprises, to whom the company owes dues, which are outstanding for more than 45 days as at the end of year. The information as required to be disclosed in relation to micro, small and medium enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.

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Note 32: Employee benefits in respect of the Company have been calculated as under:

(A) Defined Contribution Plans

The Company has certain defined contribution plan such as provident fund, employee state insurance, employee pension scheme, employee superannuation fund wherein specified percentage is contributed to these plans. During the year, the Company has contributed following amounts to:

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(1) For certain employees where Provident Fund is deposited with government authority e.g. Regional Provident Fund Commissioner.

(B) Defined Benefit Plans

i. Gratuity

In accordance with Ind AS 19 “Employee Benefits”, an actuarial valuation has been carried out in respect of gratuity. The discount rate assumed is 6.80% p.a. (31 March 2019: 7.65% p.a.) which is determined by reference to market yield at the Balance Sheet date on Government bonds. The retirement age has been considered at 58 years (31 March 2019: 58 years) and mortality table is as per IALM (2012-14) (31 March 2019: IALM (2006-08)).

250

Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

The estimates of future salary increases, considered in actuarial valuation is 10% p.a. for first three years and 6% p.a. thereafter (31 March 2019: 10% p.a. for first three years and 6% p.a. thereafter), taking into account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The plans assets are maintained with Life Insurance Corporation of India in respect of gratuity scheme for certain employees of a unit of the Company. The details of investments maintained by Life Insurance Corporation are not available with the Company, hence not disclosed. The expected rate of return on plan assets is 6.80 % p.a. (31 March 2019: 7.65 % p.a.).

Reconciliation of opening and closing balances of the present value of the defined benefit obligation:

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Fair value of plan assets:**

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** In respect of one location, the plan assets were invested in insurer managed funds.

Reconciliation of the present value of defined benefit obligation and the fair value of the plan assets:

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The Company’s best estimate of contribution during next year is � 95.39 million (31 March 2019: � 93.92 million)

251

Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Expense r ecognised in the Statement of Profit and Loss under employee benefits expense:

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Amount r ecognised in the other comprehensive income:

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Sensitivity analysis

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The sensitivity analysis above has been determined based on reasonably possible changes of the respective assumptions occurring at the end of the year and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant.

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

The table below summarises the maturity profile of the defined benefit obligation:

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ii. Provident Fund:

The Company makes monthly contributions to provident fund managed by trust for qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. As per Ind AS 19 on “Employee Benefits”, employer established provident fund trusts are treated as defined benefit plans, since the Company is obliged to meet interest shortfall, if any, with respect to covered employees. The total liability of � Nil (31 March 2019: � Nil) as worked out by the actuary has been allocated to each entity based on the corpus value of each entity as at 31 March 2020. Accordingly, liability of � Nil (31 March 2019: � Nil) has been allocated to Company and � Nil (31 March 2019: � Nil) has been charged to Statement of Profit and Loss during the year.

Actuarial assumptions made to determine interest rate guarantee on exempt provident fund liabilities are as follows:

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The Company has contributed � 96.29 million to provident fund (31 March 2019: � 92.82 million) for the year.

• (C) Other long term benefits (Compensated absences):

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253

Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Note 33.Fair value measurements

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The following methods / assumptions were used to estimate the fair values:

• (a) Fair valuation of financial assets and liabilities with short term maturities is considered as approximate to respective carrying amount due to the short term maturities of these instruments. Further, for the current year the fair value disclosure of lease liabilities is not required.

• (b) Fair valuation of non-current financial assets has been disclosed to be same as carrying value as there is no significant difference between carrying value and fair value.

• (c) Fair value of quoted financial instruments (listed debentures) is based on quoted market price at the reporting date. The fair value of other long-term borrowings is estimated by discounting future cash flows using current rates (applicable to instruments with similar terms, currency, credit risk and remaining maturities) to discount the future payouts.

• (d) The fair value is determined by using the valuation model/technique with observable/non-observable inputs and assumptions.

There are no transfers between Level 1, Level 2 and Level 3 during the year ended 31 March 2020 and 31 March 2019.

Reconciliation of Level 3 fair value measurement:

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254

Notes to the financial statements for the year ended 31 March 2020

Jubilant Life Sciences Limited

Note 34. Financial risk management

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The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework.

The Company, through three layers of defense namely policies and procedures, review mechanism and assurance aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations. The Audit committee of the Board with top management oversees the formulation and implementation of the risk management policies. The risks are identified at business unit level and mitigation plan are identified, deliberated and reviewed at appropriate forums.

The Company has exposure to the following risks arising from financial instruments:

• credit risk (see (i));

• liquidity risk (see (ii)); and

• market risk (see (iii)).

���������������

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers, loans and investments.

The carrying amount of financial assets represents the maximum credit risk exposure.

Trade receivables and other financial assets

The Company has established a credit policy under which each new customer is analysed individually for creditworthiness before the payment and delivery terms and conditions are offered. The Company’s review includes external ratings, if they are available, financial statements, credit agency information, industry information and business intelligence. Sale limits are established for each customer and reviewed annually. Any sales exceeding those limits require approval from the appropriate authority as per policy.

In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or a legal entity, whether they are an institutional, dealers or end-user customer, their geographic location, industry, trade history with the Company and existence of previous financial difficulties.

Expected credit loss with respect to trade receivables:

With respect to trade receivables, based on internal assessment which is driven by the historical experience/ current facts available in relation to default and delays in collection thereof, the credit risk for trade receivables is considered low. The Company estimates its allowance for trade receivable using lifetime expected credit loss. The balance past due for more than 6 month (net of expected credit loss allowance), excluding receivable from group companies is � 5.32 million (31 March 2019: � 2.01 million).

Movement in the expected credit loss allowance of trade receivables are as follows:

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• Assets are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or failing to engage in a payment plan with the Company.

255

Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Expected credit loss with respect to other financial asset:

With regards to all financial assets with contractual cash flows other than trade receivable, management believes these to be high quality assets with negligible credit risk. The management believes that the parties, from which these financial assets are recoverable, have strong capacity to meet the obligations and where the risk of default is negligible and accordingly no provision for excepted credit loss has been provided on these financial assets. Break up of financial assets other than trade receivables have been disclosed in Balance Sheet.

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Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company’s treasury department is responsible for managing the short term and long term liquidity requirements. Short term liquidity situation is reviewed daily by treasury department. Longer term liquidity position is reviewed on a regular basis by the Board of Directors and appropriate decisions are taken according to the situation.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted and exclude the impact of netting agreements.

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Note:

• (1) Carrying amount presented as net of unamortised transaction cost.

• (2) Contractual cash flows exclude interest payable.

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

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Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates that will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Currency risk

The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the functional currency of the Company. The currencies in which the Company is exposed to risk are USD, EUR, CAD and Other.

The Company follows a natural hedge driven currency risk mitigation policy to the extent possible. Any residual risk is evaluated and appropriate risk mitigating steps are taken, including but not limited to, entering into forward contract and interest rate swap.

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The summary quantitative data about the Company’s exposure to currency risk as reported to the management of the Company is as follows:

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A reasonably possible strengthening (weakening) of the EUR, USD, CAD and other against all other currencies at year end would have affected the measurement of financial exposure denominated in a foreign currency and affected profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact on forecast sales and purchases.

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257

Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

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Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk because funds are borrowed at both fixed and floating interest rates. Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rate. The borrowings of the Company are principally denominated in INR and USD with a mix of fixed and floating rates of interest. The Company has exposure to interest rate risk, arising principally on changes in base lending rate and LIBOR rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings.

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The interest rate profile of the Company’s interest�bearing financial instruments as reported to the management of the Company is as follows:

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The sensitivity analysis below have been determined based on the exposure to interest rates for floating rate liabilities assuming the amount of the liability outstanding at the year-end was outstanding for the whole year.

If interest rates had been 25 basis points higher / lower and all other variables were held constant, the Company’s profit before tax for the year ended 31 March 2020 would decrease / increase by � 28.62 million (31 March 2019: � 13.86 million). This is mainly attributable to the Company’s exposure to interest rates on its floating rate borrowings.

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Note 35.Capital management

(a) Risk management

The Company’s objectives when managing capital are to:

• safeguard its ability to continue as a going concern, so that it can continue to provide returns for its shareholders and benefits for other stakeholders, and

• maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. Consistent with others in the industry, the Company monitors capital on the basis of the following gearing ratio:

‘Net debt’ (total borrowings net of cash and cash equivalents and other bank balances) divided by ‘Total equity’ (as shown in the Balance Sheet).

The gearing ratios were as follows:

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(b) Dividends

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Note 36. Segment information

Business Segments

The Chairman and Co-Chairman and Managing Director of the Company have been identified as the Chief Operating Decision Maker (CODM) as defined by Ind AS 108, Operating Segments. Operating Segments have been defined and presented based on the regular review by the CODM to assess the performance of each segment and to make decision about allocation of resources. Accordingly, the Company has determined reportable segment by nature of its products and services, which are as follows:

• a. Life Sciences Ingredients : (i) Specialty Intermediates, (ii) Nutritional Products and (iii) Life Science Chemicals.

• b. Pharmaceuticals: India Branded Pharmaceuticals.

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

The Company prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company as a whole.

No operating segments have been aggregated to form the above reportable operating segments.

Common allocable costs are allocated to each segment according to the relative contribution of each segment to the total common costs.

Revenue, expenses, assets and liabilities which relate to the Company as a whole and not allocable to segments on reasonable basis have been included under ‘unallocated revenue / expenses / assets / liabilities’.

Finance costs and fair value gains and losses on financial assets are not allocated to individual segments as the underlying instruments are managed on a Company basis.

Borrowings, current taxes, deferred taxes and certain financial assets and liabilities are not allocated to the segments and have been included under ‘unallocated assets / liabilities’.

Information related to each reportable segment is set out below. Segment results (profit/(loss) before interest and tax) is used to measure performance because management believes that this information is most relevant in evaluating the results of the respective segments relative to other entities that operate in the same industries.

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Notes to the financial statements for the year ended 31 March 2020

Jubilant Life Sciences Limited

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*Non-current assets are excluding financial instruments and deferred tax assets.

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Note 37. Related Party Disclosures

1. Related parties where control exists or with whom transactions have taken place.

a) Subsidiaries including step-down subsidiaries

Jubilant Pharma Limited, Draximage Limited, Cyprus, Draximage Limited, Ireland, Jubilant DraxImage (USA) Inc., Jubilant DraxImage Inc.,6981364 Canada Inc., Draximage (UK) Limited, Jubilant Pharma Holdings Inc., Jubilant Clinsys Inc., Cadista Holdings Inc. (Merged into Jubilant Pharma Holdings Inc. w.e.f. 31 March 2020),Jubilant Cadista Pharmaceuticals Inc., Jubilant Life Sciences International Pte. Limited, HSL Holdings Inc.(Merged into Jubilant Pharma Holdings Inc. w.e.f. 31 March 2020), Jubilant HollisterStier LLC, Jubilant Life Sciences (Shanghai) Limited, Jubilant Pharma NV, Jubilant Pharmaceuticals NV, PSI Supply NV, Jubilant Life Sciences (USA) Inc., Jubilant Life Sciences (BVI) Limited, Jubilant Biosys (BVI) Limited (Merged into Jubilant Life Sciences (BVI) Limited w.e.f. 14 November 2019), Jubilant Biosys (Singapore) Pte. Limited (Amalgamated with Jubilant Drug Development Pte. Limited w.e.f. 27 March 2020), Jubilant Biosys Limited, Jubilant Discovery Services LLC, Jubilant Drug Development Pte. Limited, Jubilant Chemsys Limited, Jubilant Clinsys Limited, Jubilant Infrastructure Limited, Jubilant First Trust Healthcare Limited, Jubilant Pharma Trading Inc. (Merged into Jubilant Pharma Holdings Inc. w.e.f. 14 December 2018), Jubilant Innovation Pte. Limited, Jubilant DraxImage Limited, Jubilant Innovation (India) Limited, Jubilant Innovation (USA) Inc., Jubilant HollisterStier Inc., Draxis Pharma LLC, Drug Discovery and Development Solutions Limited, TrialStat Solutions Inc. (Formerly Jubilant Drug Discovery & Development Services Inc.), Vanthys Pharmaceutical Development Private Limited, Jubilant Generics Limited, Jubilant Life Sciences NV, Jubilant Pharma Australia Pty Limited, Jubilant Draximage Radiopharmacies Inc., Jubilant Pharma SA (Pty) Limited (w.e.f. 14 February 2019), Jubilant Therapeutics India Limited (w.e.f. 20 March 2019), Jubilant Therapeutics Inc. (w.e.f. 19 February 2019), Jubilant Business Services Limited (w.e.f. 28 March 2019), Jubilant Episcribe LLC (w.e.f. 28 March 2019), Jubilant Epicore LLC (w.e.f. 28 March 2019), Jubilant Prodel LLC (w.e.f. 28 March 2019), Jubilant Epipad LLC (w.e.f. 28 March 2019), Jubilant Pharma UK Limited (w.e.f. 17 April 2019), Jubilant LSI Limited (w.e.f. 23 October 2019), Jubilant Employee Welfare Trust.

b) Other entities where control exists :

Jubilant HollisterStier General Partnership Canada, Draximage General Partnership Canada (controlled through subsidiaries/step down subsidiaries).

c) Key management personnel (KMP) and related entities:

Mr. Hari S. Bhartia, Mr. S Sridhar, Ms. Sudha Pillai, Dr.Ashok Misra, Mr. Sankaraiah Rajagopal, Mr. Rajesh Kumar Srivastava, Mr. Sushil Kumar Roongta, Mr. Vivek Mehra, Mr. Arun Seth (w.e.f. 22 October 2018), Mr. Anant Pande (w.e.f. 22 October 2018), Mr. Rajiv Shah.

Jubilant Enpro Private Limited, JOGPL Private Limited, Jubilant FoodWorks Limited, Jubilant Industries Limited, Jubilant Agri and Consumer Products Limited, Jubilant Consumer Private Limited.

d) Others:

Vam Employees Provident Fund Trust, Jubilant Bhartia Foundation, Vam Officers Superannuation Fund.

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

2. Transactions with related parties

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Jubilant Life Sciences Limited

Notes to the financial statements for the year ended 31 March 2020

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Notes to the financial statements for the year ended 31 March 2020

Jubilant Life Sciences Limited

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Jubilant Life Sciences Limited

Notes to the financial statements for the year ended 31 March 2020

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Notes to the financial statements for the year ended 31 March 2020

Jubilant Life Sciences Limited

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Notes to the financial statements for the year ended 31 March 2020

Jubilant Life Sciences Limited

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Jubilant Life Sciences Limited

Notes to the financial statements for the year ended 31 March 2020

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Notes to the financial statements for the year ended 31 March 2020

Jubilant Life Sciences Limited

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• As the liabilities for the gratuity and compensated absences are provided on an actuarial basis, and calculated for the Company as a whole, the said liabilities pertaining specifically to KMP are not known and hence, not included in the above table.

Breakup of remuneration to key management personnel were as follows:-

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Commission payable is subject to the approval of shareholders in the annual general meeting.

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Note 38.Contingent liabilities to the extent not provided for:

Claims against the Company, disputed by the Company, not acknowledged as debt:

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The above does not include all other obligations resulting from claims, legal pronouncements having financial impact in respect of which the Company generally performs the assessment based on the external legal opinion and the amount of which cannot be reliably estimated.

Future cash outflows in respect of the above matters are determinable only on receipt of judgments/decisions pending at various stages/forums.

Additionally, the Company is involved in other disputes, lawsuits, claims, governmental and/ or regulatory inspections, inquiries, investigations and proceedings, including commercial matters that arise from time to time in the ordinary course of business.

The Company believes that none of above matters, either individually or in aggregate, are expected to have any material adverse effect on its financial statements.

Note 39.Commitments as at year end

a) Capital Commitments:

Estimated amount of contracts remaining to be executed on capital account (net of advances) � 241.16 million and

54.73 million (31 March 2019: � 724.00 million and Nil) for property, plant and equipment and intangible assets, respectively.

b) Other Commitments:

Export obligation under Advance License Scheme on duty free import of specific raw materials, remaining outstanding is � 1,029.61 million (31 March 2019: � 2,213.31 million).

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Note 40.Leases

Leases under Ind AS 116 for the year ended 31 March 2020

The details of the right-of-use assets held by the Company is as follows:

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Additions to the right-of-use assets during the year ended 31 March 2020 were � 76.72 million.

Amount recognised in Statement of Profit and Loss:

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Amount recognised in statement of cash flows:

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The weighted average incremental borrowing rate applied to lease liabilities as at 1 April 2019 is 9.16%.

The difference between the operating lease commitments disclosed applying Ind AS 17 as at 31 March 2019 in the financial statements for the year then ended and the lease liabilities recognised as at 1 April 2019 in these financial statements is primarily on account of inclusion of extension and termination options reasonably certain to be exercised and exclusion of short-term leases for which the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease, in measuring the lease liability in accordance with Ind AS 116

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Leases under Ind AS 17 for the year ended 31 March 2019:

• (i) Operating lease payments under cancellable leases:

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• (ii) The Company has significant operating lease arrangements which are non-cancellable for a period up to 25 years. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated.

The schedule of future minimum lease rental payments in respect of non-cancellable operating leases is set out below:

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• (iii) Assets acquired under finance lease:

Future minimum lease payments and their present values under finance leases in respect of vehicles are as follows:

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There is no element of contingent rent or sub lease payments. The Company has option to purchase the assets at the end of the lease term. There are no restrictions imposed by these lease arrangements regarding dividend, additional debt and further leasing.

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Note 41. Disclosure pursuant to section 186(4) of the Companies Act, 2013 in respect of unsecured loans to subsidiary companies [Refer note 37]:

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Note 42.(a) Corporate Social Responsibility (CSR) expense

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(1) Included in donation – refer note 29

(b) Donation includes � 55.00 million (31 March 2019 � 30.00 million) to Prudent Electoral Trust and 30.00 million (31 March 2019 � Nil) towards purchase of Electoral Bonds during the year.

Note 43. Government grant recoverable �� 112.39 million (31 March 2019: �� 126.04 million) and government grant recognized � 335.96 million (31 March 2019: � 290.35 million) in the Statement of Profit and Loss.

Note 44. During the year, finance costs amounting to � 105.45 million (31 March 2019: � 115.82 million) has been capitalized in property, plant and equipment, calculated using capitalisation rate of 7.85% (31 March 2019: 8.40%).

Note 45. The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income-tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation for the specified domestic transactions entered into with the specified persons and the

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

international transactions entered into with the associated enterprises during the financial year and expects such records to be in existence before the due date of filing of income tax return. The management is of the opinion that its specified domestic transactions and international transactions are at arm’s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

Note 46.Employee Stock Option Scheme

The Company has a stock option plan in place namely “JLL Employees Stock Option Plan, 2011” (“Plan 2011”).

The Nomination, Remuneration and Compensation Committee (‘Committee’) of the Board of Directors which comprises a majority of Independent Directors is responsible for administration and supervision of the Stock Option Plans.

Under Plan 2011, each option, upon vesting, shall entitle the holder to acquire one equity share of � 1 each. Options granted will vest gradually over a period of 3 years from the grant date. Vesting of Options is a function of achievement of performance criteria or any other criteria, as specified by the Committee and communicated in the grant letter.

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There were no options granted during the year ended 31 March 2020 and 31 March 2019, accordingly disclosures as required under Ind AS 102 w.r.t. weighted average fair value of stock options granted during the year is not applicable.

Up to 31 March 2019, the Trust has purchased 6,363,506 equity shares of the Company from the open market, out of interest free loan provided by the Company, of which 2,879,277 shares were transferred to the employees on exercise of Options. Further, during the year ended 31 March 2019, in order to comply with SEBI (Share Based Employee Benefits) Regulations, 2014, Jubilant Employees Welfare Trust sold 3,474,601 equity shares of the Company representing shares which were not backed by stock option grants to employees. The Trust is also holding as at 31 March 2020 Nil (31 March 2019: 170,364) equity shares of Jubilant Industries Limited issued to it in accordance with the Scheme of Amalgamation and Demerger amongst the Company, Jubilant Industries Limited and others, which were sold during the year ended 31 March 2020.

The movement in the equity shares held by trust:

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

The movement in the stock options under “Plan 2011”, during the year, is set out below:

Under Plan 2011

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The weighted average share price for share options exercised during the year ended 31 March 2020 is � 536.92 (31 March 2019: � 765.19).

The Company has granted following stock options to certain senior executives of its subsidiaries/step down subsidiaries under these stock option schemes:

Under Plan 2011, options outstanding at the end of the year:

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• Represents options outstanding out of options granted to employees of the Company which were transferred to Jubilant Generics Limited on account of sale of businesses.

Fair value of option granted

The weighted average fair value of options granted for Plan 2011 was � 84.90 per option. The fair value at grant date is determined using the Black-Scholes-Merton model which takes into account the exercise price, the term of the option, the share price at grant date, expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option. The following tables list the inputs to models used for fair valuation of the plans:

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Expected volatility has been based on an evaluation of the historical volatility of the share price, particularly over the historical period commensurate with the expected term. The expected term of the instruments has been based on historical experience and general option holder behaviour.

Share options outstanding at the end of the year:

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Note 47. On 31 January 2019, 6,200,000 8% convertible non-cumulative redeemable preference shares of � 10 each of Jubilant Chemsys Limited held by the Company have been converted into 6,200,000 equity shares of � 10 each.

Note 48. On 31 January 2019, 186,620,000 12% convertible non-cumulative redeemable preference shares of � 10 each of Jubilant Biosys Limited have been converted into 186,620,000 equity shares of � 10 each. During the year ended 31 March 2020, Jubilant Biosys (Singapore) Pte. Limited, Promoters and Promoters entities have transferred equity shares held in the Jubilant Biosys Limited to the Company, accordingly the Jubilant Biosys Limited has become wholly owned subsidiary of the Company.

Note 49. The Company has transferred its India Branded Pharmaceuticals (IBP) Business to Jubilant Generics Limited, a wholly owned indirect subsidiary in India, against a consideration of �1,285.00 million. The Company has recognised the excess of consideration over book value of net assets/liabilities transferred, net of related tax, amounting to 1,005.63 million in capital reserve since the transfer is a result of internal reorganisation and the Company continues to control IBP business.

Note 50. During the year ended 31 March 2020, the Board of Directors of the Company approved the early redemption of Non-Convertible Debentures ("NCDs") of �� 7,450.00 million. The exceptional items represent debt initiation costs of � 17.03 million on early redemption of NCDs.

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Jubilant Life Sciences Limited Notes to the financial statements for the year ended 31 March 2020

Note 51.Earnings per share

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Note 52 . Previous year figures have been regrouped/ reclassified to conform to the current year’s classification.

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Telephone: + 91 120 386 8000 Fax: + 91 120 386 8999

INDEPENDENT AUDITORS’ REPORT

To the Members of Jubilant LSI Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Jubilant LSI Limited (“the Company”), which comprise the Balance sheet as at 31 March 2020, and the Statement of Profit and Loss (including Other Comprehensive (loss)), Statement of Changes in Equity and Statement of Cash Flows for the period 23 October 2019 to 31 March 2020, and notes to the financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2020, and loss and other comprehensive (loss), changes in equity and its cash flows for the period 23 October 2019 to 31 March 2020.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.

Other Information

The Company’s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company’s annual report, but does not include the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

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B S R & Co. LLP

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management's and Board of Directors’ Responsibility for the Financial Statements

The Company’s Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the state of affairs, loss and other comprehensive (loss), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

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• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the financial statements made by the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors’ Report) Order, 2016 (“the Order”) issued by the Central Government in terms of section 143 (11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. (A) As required by Section 143(3) of the Act, we report that:

3. a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

4. b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books

5. c) The balance sheet, the statement of profit and loss (including other comprehensive (loss)), the statement of changes in equity and the statement of cash flows dealt with by this Report are in agreement with the books of account.

6. d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under section 133 of the Act.

7. e) On the basis of the written representations received from the directors as on 31 March 2020 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2020 from being appointed as a director in terms of Section 164(2) of the Act.

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• f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

• (B) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

  • i. The Company does not have any pending litigations which would impact its financial position

  • ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

  • iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company .

  • iv. The disclosures in the financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made in these financial statements since they do not pertain to the period ended 31 March 2020.

• (C) With respect to the matter to be included in the Auditors’ Report under section 197(16):

In our opinion and according to the information and explanations given to us, the Company has not paid any remuneration to its directors during the current period and accordingly the requirement as stipulated under section 197(16) of the Act are not applicable to the Company.

For B S R & Co. LLP Chartered Accountants Firm Registration No.: 101248W/W-100022

Sd/-

Manish Gupta

Partner

Place: New Delhi Date: 27 May 2020

Membership No: 095037 UDIN: 20095037AAAABE7865

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Annexure A referred to in our Independent Auditors’ Report to the members of Jubilant LSI Limited on the Financial Statements for the period 23 October 2019 to 31 March 2020

• (i) According to the information and explanations given to us, the Company does not hold any fixed assets. Accordingly, paragraph 3 (i) of the Order is not applicable

• (ii) According to the information and explanations given to us, the Company does not hold any inventories. Accordingly, paragraph 3 (ii) of the Order is not applicable

• (iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, paragraph 3 (iii) of the Order is not applicable.

• (iv) According to the information and explanations given to us, the Company has not granted any loans, made any investments and provided any guarantees and securities covered under Sections 185 and 186 of the Companies Act, 2013. Accordingly, paragraph 3(iv) of the Order is not applicable.

• (v) According to information and explanations given to us, the Company has not accepted any deposits from the public. Accordingly, the directives issued by the Reserve Bank of India and the provision of Sections 73 to 76 or any other relevant provisions of the Act and rules framed thereunder, are not applicable.

• (vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Act for activities carried out by the Company. Accordingly, paragraph 3(vi) of the Order is not applicable to the Company.

• (vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no amounts that were required to be deducted/ accrued in the books of account in respect of statutory dues. Accordingly, paragraph 3(vii)(a) of the Order is not applicable to the Company.

• (b) According to the information and explanations given to us, there are no dues in respect income-tax, sales-tax, service tax, duty of custom, duty of excise, goods and services tax and value added tax which have not been deposited with the appropriate authorities on account of any dispute.

• (viii) According to the information and explanations given to us, the Company does not have any loans or borrowings from bankers, financial institutions, government or dues to debenture holders during the year. Accordingly, paragraph 3(viii) of the Order is not applicable.

• (ix) According to the information and explanations given to us, the Company has no term loans. Further, the company has not raised any money by way of initial public offer / further public offer (including debts instruments) during the period. Accordingly, paragraph 3(ix) of the Order is not applicable.

• (x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period.

• (xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not paid/provided for managerial remuneration. Accordingly, paragraph 3(xi) of the Order is not applicable to the Company

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• (xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

• (xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Section 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards. Further, according to the information and explanations given to us and based on our examination of the records of the Company, provision of Section 177 of the Act are not applicable to the Company.

• (xiv) According to the information and explanation given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the period. Accordingly, paragraph 3(xiv) of the Order is not applicable.

• (xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.

• (xvi) According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.

For B S R & Co. LLP Chartered Accountants

Firm Registration No.: 101248W/W-100022

Sd/- Manish Gupta

Partner

Place: New Delhi Date: 27 May 2020

Membership No: 095037

UDIN: 20095037AAAABE7865

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Annexure B to the Independent Auditors’ report on the financial statements of Jubilant LSI Limited for the period 23 October 2019 to 31 March 2020.

Report on the internal financial controls with reference to the aforesaid financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

(Referred to in paragraph 2(A)(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Opinion

We have audited the internal financial controls with reference to financial statements of Jubilant LSI Limited (“the Company”) as of 31 March 2020 in conjunction with our audit of the financial statements of the Company for the period ended on that date.

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls were operating effectively as at 31 March 2020, based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “Guidance Note”).

Management’s Responsibility for Internal Financial Controls

The Company’s management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (hereinafter referred to as “the Act”).

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to financial statements.

Meaning of Internal Financial controls with Reference to Financial Statements

A company's internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial controls with Reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For B S R & Co. LLP Chartered Accountants Firm Registration No.: 101248W/W-100022

Sd/- Manish Gupta

Place: New Delhi Date: 27 May 2020

Partner Membership No: 095037 UDIN: 20095037AAAABE7865

373

Jubilant LSI Limited Ind AS financial statements March 2020

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Jubilant LSI Limited

Balance Sheet as at 31 March 2020

	(� in thousands)
Notes	As at 31 March 2020
ASSETS Current assets Financial assets i. Cash and cash equivalents 3 Total current assets Total assets EQUITY AND LIABILITIES Equity 4 Equity share capital Other equity Total equity Liabilities Current liabilities Financial liabilities i.Trade payables Total outstanding dues to micro enterprises and small enterprises Total outstanding dues of creditors other than micro enterprises and small enterprises 6 Total current liabilities Total liabilities Total equity and liabilities	500
	500
	500
	500 (1,657)
	(1,157)
	- 1,657
	1,657
	1,657
	500

The accompanying notes form an integral part of the financial statements

As per our report of even date attached

For B S R & Co. LLP

Chartered Accountants

For and on behalf of the Board of Directors of Jubilant LSI Limited

ICAI Firm registration number: 101248W/W-100022

Sd/- Sd/- Sd/-

Manish Gupta

Partner Membership No: 095037

Rajesh Kumar Srivastava Arun Kumar Sharma Director Director DIN: 02215055 DIN: 06991435

Place : New Delhi Date : 27 May 2020

Place: Noida

Date: 27 May 2020

375

Jubilant LSI Limited

Statement of Profit and Loss for the period 23 October 2019 to 31 March 2020

	(� in thousands)
Notes	For the period 23 October 2019 to 31 March 2020
Income Revenue from operations Other income Total income Expenses Other expenses 7 Total expenses Profit/(loss) before tax Tax expense Profit/(loss) after tax Other comprehensive (loss) Total comprehensive income/(loss) for the period Loss per equity share of�1 each 12 Basic (�) Diluted (�)	- -
	-
	1,657
	1,657
	(1,657)
	- (1,657)
	-
	(1,657)
	(3.31) (3.31)

The accompanying notes form an integral part of the financial statements

As per our report of even date attached

For B S R & Co. LLP

Chartered Accountants

For and on behalf of the Board of Directors of Jubilant LSI Limited

ICAI Firm registration number: 101248W/W-100022

Manish Gupta

Partner Membership No: 095037

Rajesh Kumar Srivastava Arun Kumar Sharma Director Director

DIN: 02215055 DIN: 06991435

Place : New Delhi Date : 27 May 2020

Place: Noida Date: 27 May 2020

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Jubilant LSI Limited

Statement of changes in equity for the period 23 October 2019 to 31 March 2020

A) Equity share capital		(� in thousands)
Issued during the period Balance as at 31 March 2020 B) Other equity		500
		500
		(� in thousands)
Retained earnings
Loss for the period Balance as at 31 March 2020		(1,657) (1,657)

The accompanying notes form an integral part of the financial statements

As per our report of even date attached

For B S R & Co. LLP

Chartered Accountants

For and on behalf of the Board of Directors of Jubilant LSI Limited

ICAI Firm registration number: 101248W/W-100022

Sd/- Sd/- Sd/-

Manish Gupta

Partner Membership No: 095037

Rajesh Kumar Srivastava Arun Kumar Sharma Director Director

DIN: 02215055 DIN: 06991435

Place : New Delhi Date : 27 May 2020

Place: Noida Date: 27 May 2020

377

Jubilant LSI Limited

Statement of Cash Flows for the period 23 October 2019 to 31 March 2020

	(� in thousands)
A. Cash flow from operating activities (Loss) before tax Increase in trade payables Net cash generated from operating activities B. Cash flow from investing activities C. Cash flow from financing activities Proceeds from issue of share capital Net cash generated from financing activities Net increase in cash and cash equivalents (A+B+C) Add: cash and cash equivalents at the beginning of period Cash and cash equivalents at the end of the year Components of cash and cash equivalents Balances with banks: - On current accounts	For the period 23 October 2019 to 31 March 2020
	(1,657) 1,657
	-
	-
	500
	500
	500 - 500
	500

Notes:

Statement of Cash Flows has been prepared under the indirect method as set out in the Ind AS 7 "Statement of Cash Flows".

The accompanying notes form an integral part of the financial statements

As per our report of even date attached

For B S R & Co. LLP

Chartered Accountants ICAI Firm registration number: 101248W/W-100022

For and on behalf of the Board of Directors of Jubilant LSI Limited

Sd/- Sd/- Sd/-

Manish Gupta

Partner Membership No: 095037

Rajesh Kumar Srivastava Arun Kumar Sharma Director Director DIN: 02215055 DIN: 06991435

Place : New Delhi Date : 27 May 2020

Place: Noida Date: 27 May 2020

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Jubilant LSI Limited

Notes to the financial statements for the period 23 October 2019 to 31 March 2020

Note 1. Corporate Information

Jubilant LSI Limited (“the Company”) is a public limited company domiciled in India and incorporated under the provisions of Companies Act, 2013. The registered office of the Company is situated at Bhartiagram, Gajraula, District Amroha, Uttar Pradesh – 244223. The Company was incorporated on 23 October 2019 to undertake the business of life science ingredients. Also refer note no. 11.

Note 2. Significant accounting policies

This note provides a list of the significant accounting policies adopted in the preparation of these financial statements. The Company has adopted Ind AS 116 “Leases” and Appendix C, “Uncertainty over Income Tax Treatments”, to Ind AS 12, Income which did not have any impact on the financial position or performance of the Company.

(a) Basis of preparation

• (i) Statement of compliance

These Financial Statements (�financial statements�) have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013, (�the Act�), relevant provisions of the Act and other accounting principles generally accepted in India. All the amounts included in the financial statements are reported in thousands of Indian Rupees (�Rupees’ or ���) and are rounded to the nearest thousands, except per share data and unless stated otherwise.

The financial statements have been authorised for issue by the Company’s Board of Directors on 27 May 2020

(ii) Historical convention

The financial statements have been prepared under historical cost convention on accrual basis, unless otherwise stated.

(b) Current versus non-current classification

The Company presents assets and liabilities in the Balance Sheet based on current/ non-current classification.

An asset is treated as current when:

• It is expected to be realised or intended to be sold or consumed in normal operating cycle;

• It is held primarily for the purpose of trading;

• It is expected to be realised within twelve months after the reporting period; or

• It is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

The Company classifies all other assets as non-current.

A liability is current when:

• It is expected to be settled in normal operating cycle;

• It is held primarily for the purpose of trading;

• It is due to be settled within twelve months after the reporting period; or

• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

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Notes to the financial statements for the period 23 October 2019 to 31 March 2020

The Company classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities respectively

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Company has identified twelve months as its operating cycle for the purpose of current-non-current classification of assets and liabilities.

(c) Financial instrument

A Financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement

All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Company commits to purchase or sell the asset.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

• Debt instruments at amortised cost

• Debt instruments at fair value through other comprehensive income (FVOCI)

• Debt instruments, derivatives and equity instruments at fair value through profit or loss (FVPL)

• Equity instruments measured at fair value through other comprehensive income (FVOCI)

Debt instruments at amortised cost

A ‘debt instrument’ is measured at the amortised cost if the asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to the gross carrying amount of the financial asset or the amortised cost of the financial liability. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in other income in the Statement of Profit and Loss. The losses arising from impairment are recognised in the Statement of Profit and Loss. This category generally applies to trade and other receivables.

Debt instrument at FVOCI

A ‘debt instrument’ is classified as at the FVOCI if the objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and the asset’s contractual cash flows represent SPPI.

Debt instruments included within the FVOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognised in the other comprehensive income (OCI). On derecognition of the asset,

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Notes to the financial statements for the period 23 October 2019 to 31 March 2020

cumulative gain or loss previously recognised in OCI is reclassified to the Statement of Profit and Loss. Interest earned whilst holding FVOCI debt instrument is reported as interest income using the EIR method.

Debt instrument at FVPL

FVPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categorisation as at amortised cost or as FVOCI, is classified as at FVPL. In addition, at initial recognition, the Company may irrevocably elect to designate a debt instrument, which otherwise meets amortised cost or FVOCI criteria, as at FVPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’).

Debt instruments included within the FVPL category are measured at fair value with all changes recognised in the Statement of Profit and Loss.

Equity investments

All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business combination to which Ind AS 103 applies are classified as at FVPL. For all other equity instruments, the Company may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Company makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.

If the Company decides to classify an equity instrument as at FVOCI, then all fair value changes on the instrument, excluding dividends, are recognised in the OCI. There is no recycling of the amounts from OCI to the Statement of Profit and Loss, even on sale of investment. However, the Company may transfer the cumulative gain or loss to retained earnings.

Equity instruments included within the FVPL category are measured at fair value with all changes recognised in the Statement of Profit and Loss.

Investments in subsidiaries

Equity investments in subsidiaries are carried at cost less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. On disposal of investments in subsidiaries, the difference between net disposal proceeds and the carrying amounts are recognized in the Statement of Profit and Loss.

Impairment of financial assets

The Company recognizes loss allowance using the expected credit loss (ECL) model for the financial assets which are not fair valued through profit or loss. Loss allowance for trade receivables with no significant financing component is measured at an amount equal to lifetime ECL. For all financial assets with contractual cash flows other than trade receivable, ECLs are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL. The amount of ECL (or reversal) that is required to adjust the loss allowance at the reporting date is recognised as an impairment gain or loss in the Statement of Profit and Loss.

Derecognition of financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized (i.e., removed from the Company’s balance sheet) when:

• The rights to receive cash flows from the asset have expired, or

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Jubilant LSI Limited

Notes to the financial statements for the period 23 October 2019 to 31 March 2020

• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘passthrough’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Financial liabilities

Financial liabilities are classified as measured at amortised cost or FVPL. A financial liability is classified as at FVPL ����������������������������������������������������������������������������������������������������������������������������� liabilities at FVPL are measured at fair value and net gains and losses, including any interest expense, are recognised in Statement of Profit and Loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in Statement of Profit and Loss. Any gain or loss on derecognition is also recognised in Statement of Profit and Loss.

Derecognition of financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.

Derivative financial instruments

The Company uses various types of derivative financial instruments to hedge its currency and interest risk etc. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the Balance Sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

(d) Cash and cash equivalents

Cash and cash equivalent comprise cash at banks and on hand (including imprest) and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

(e) Provisions and contingencies

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the

382

Jubilant LSI Limited

Notes to the financial statements for the period 23 October 2019 to 31 March 2020

obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Contingent liability

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

(f) Income tax

Income tax expense comprises current and deferred tax. It is recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in OCI.

� ������������

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received after considering that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.

Current tax assets and liabilities are offset only if there is a legally enforceable right to set off the recognised amounts, and it is intended to realize the asset and settle the liability on a net basis or simultaneously.

� Deferred tax:

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for

• temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss at the time of the transaction;

• temporary differences related to investments in subsidiaries, to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

Deferred tax assets (DTA) include Minimum Alternate Tax (MAT) paid in accordance with the tax laws in India, which is likely to give future economic benefits in the form of availability of set off against future income tax liability.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset only if there is a legally enforceable right to set off the recognised amounts, and it is intended to relies the asset and settle the liability on a net basis or simultaneously.

383

Jubilant LSI Limited

Notes to the financial statements for the period 23 October 2019 to 31 March 2020

Effective 1 April 2019, the Company has adopted Appendix C of IND AS 12, “Uncertainty over Income Tax treatments” which clarifies how the recognition and measurement requirements of IND AS 12 “Income taxes”, are applied where there is uncertainty over income tax treatments. There is no significant impact on account of adoption of this amendment.

(g) Earnings per share

(i) Basic earnings per share

Basic earnings per share is calculated by dividing:

• the profit attributable to owners of the Company

• by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year.

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

• the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and

• the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares

(h) Measurement of fair values

A number of the accounting policies and disclosures require measurement of fair values, for both financial and nonfinancial assets and liabilities.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Company has an established control framework with respect to the measurement of fair values. This includes a finance team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values.

The finance team regularly reviews significant unobservable inputs and valuation adjustments. If third party information is used to measure fair values, then the finance team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which the valuations should be classified.

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. Further information about the assumptions made in measuring fair values used in preparing these financial statements is included in the respective notes.

384

Jubilant LSI Limited Notes to the financial statements for the period 23 October 2019 to 31 March 2020

Note 3: Cash and cash equivalents

	(� in thousands)
	As at 31 March 2020
Balances with banks - in current account Total cash and cash equivalents	500
	500

Note 4: Equity share capital

Note 4: Equity share capital
	(�	in thousands)
(a)Equity share capital	As at 31 March 2020
Authorised
200,000,000 equity shares of�1 each		200,000
Issued, subscribed and fully paid up
500,000 equity shares of�1 each		500

(b) Reconciliation of the number of shares outstanding as at beginning and at end of reporting period

	As at 31 March 2020
	Number of shares held (� in thousands)
Shares issued during the period Number of shares at the end of the period	500,000 500
	500,000 500

(c) Term/Rights attached to equity shares

The Company has only one class of shares referred to as equity shares having par value of � 1 each. Holder of each equity share is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

385

Jubilant LSI Limited Notes to the financial statements for the period 23 October 2019 to 31 March 2020

• (d) Equity shares held by holding company is set out below

	As at 31 March 2020
	Number of shares held
Jubilant Life Sciences Limited	500,000 *

• All the shares are held by Jubilant Life Sciences Limited (the holding company) singly, except 6 shares, each of which is held jointly with one Individual as second named shareholder.

(e) Details of shareholders holding more than 5% shares in the Company

		As at 31 March 2020	As at 31 March 2020
Equity shares of�	1 each fully paid-up held by	Number of shares held	% of total shares
Jubilant Life Sciences Limited		500,000 *	100%

• All the shares are held by Jubilant Life Sciences Limited (the holding company) singly, except 6 shares, each of which is held jointly with one Individual as second named shareholder.

Note 5: Nature and purpose of other equity

Retained earnings

Retained earnings represent the amount of accumulated earnings of the Company

Other equity
Retained earnings		(� in thousands)
Loss for the period Balance as at 31 March 2020 Note 6: Trade payables		(1,657)
		(1,657)
Total outstanding dues of micro enterprises and small enterprises Total outstanding dues of creditors other than micro enterprises and small enterprises Total trade payables Amount payable to related party included in the above (refer note no.8)

386

Jubilant LSI Limited

Notes to the financial statements for the period 23 October 2019 to 31 March 2020

Note 7: Other expenses

	(� in thousands)
	For the period 23 October 2019 to 31 March 2020
Rates and taxes Payments to statutory auditors (refer note 7(a) below) Total other expenses	1,632 25 1,657

Note 7(a): Details of payments to statutory auditors (excluding applicable taxed and out of pocket expenses)

	(� in thousands)
	For the period 23 October 2019 to 31 March 2020
As auditor: For statutory audit Total payments to statutory auditors	25 25

Note 8: Related Party Disclosures

1. Related parties where control exists or with whom transactions have taken place.

1. Name of the Related Parties

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Particulars As at 31 March 2020
Holding Company Jubilant Life Sciences Limited
Mr. Rajesh Kumar Srivastava
Key Managerial Persons Mr. Anant Pande
Mr. Arun Kumar Sharma
----- End of picture text -----

2. Transaction with Related Party

( � in thousands)

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

Particulars Holding Company Total
Expenses Reimbursement :
Jubilant Life Sciences Limited 1,657 1,657
Issue of equity share capital
Jubilant Life Sciences Limited 500 500
----- End of picture text -----

*includes 1 share each issued to Key Managerial Personnel Mr. Anant Pande and Mr. Arun Kumar Sharma which are held by them jointly with Jubilant Life Sciences Limited (the holding company)

387

Notes to the financial statements for the period 23 October 2019 to 31 March 2020

Jubilant LSI Limited

3. Outstanding balances with Related Party

( � in thousands)

Particulars	Holding Company	Total
Trade Payable: Jubilant Life Sciences Limited	1,657	1,657
Share Capital:
Jubilant Life Sciences Limited	500*	500*

*includes 1 share each held with Key Managerial Person i.e. Mr. Rajesh Kumar Srivastava (Also refer # below) and Mr. Arun Kumar Sharma which are held by them jointly with Jubilant Life Sciences Limited (the holding company) as on 31 March 2020.

During the period, 1 share held originally issued to Key Managerial Personnel i.e. Mr. Anant Pande was transferred to Mr. Rajesh Kumar Srivastava

Note 9: Fair value measurements

					(�	in thousands)
	Note			31 March 2020
		FVPL		FVOCI	Amortised cost
���������������
Cash and cash equivalents	(a)	-		-		500
Total financial assets		-		-		500
��������������������
Tradepayables	(a)	-		-		1,657
Total financial liabilities			-	-		1,657

• a) Fair valuation of financial assets and liabilities with short term maturities is considered as approximate to respective carrying amount due to the short-term maturities of these instruments.

Note 10: Segment Reporting

Based on the guiding principles given in the Ind AS 108 on “Operating Segments”, the Company is of opinion that its primary business segment is Life Sciences Ingredients. As the Company’s business activity falls within a single primary segment, the disclosure requirements of the said of Ind AS 108 in this regard are not applicable.

Note 11. During the period ended 31 March 2020, the Holding Company Jubilant Life Sciences Limited has filed with BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) the Composite Scheme of Arrangement for amalgamation of certain promoter controlled entities into the Holding Company and Demerger of the Life Science Ingredients business into the Company which shall be listed on both the stock exchanges with a mirror shareholding. Upon receipt of no objection letters from BSE and NSE, in January 2020 the Holding Company has filed application for approval of the composite scheme of arrangement with National Company Law Tribunal, Allahabad Bench. Pending approvals and other compliances, the financial statements of the company does not contain any impact of the composite scheme.

388

Notes to the financial statements for the period 23 October 2019 to 31 March 2020

Jubilant LSI Limited

Note 12. Earnings per share

Note 12. Earnings per share
				(�	in thousands)
				For the period
				23 October 2019 to
				31 March 2020
(Loss) for basic and diluted earnings per share of�	1 each	�	in thousands		(1,657)
Weighted average number of equity shares used in computing loss per share:
No. of shares for basic earnings per share			Nos.		500,000
No. of shares for diluted earnings per share			Nos.		500,000
Loss per share (face value of�1 each)
Basic					(3.31)
Diluted					(3.31)

Note 13 This being the first year of operations of the Company, previous year figures are not applicable.

The accompanying notes form an integral part of the financial statements

As per our report of even date attached

For B S R & Co. LLP For and on behalf of the Board of Directors of Jubilant LSI Chartered Accountants Limited ICAI Firm registration number: 101248W/W-100022

Sd/- Sd/- Sd/-

Manish Gupta	Rajesh Kumar Srivastava Arun Kumar Sharma
Partner	Director Director
Membership No: 095037	DIN: 02215055 DIN: 06991435

Place : New Delhi Date : 27 May 2020

Place: Noida Date: 27 May 2020

389

Annexure - 22

390

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398

Pre and Post Shareholding Pattern and Expected Capital Structure

Annexure - 23

1. The Pre & Post arrangement (Expected) shareholding pattern of Resulting Company / Transferee Company as on March 31, 2020 is given below:

– Transferee Company Pre Arrangement as on March 31, 2020

Sr. No.	Category of Shareholders	Nos.	No. of Equity Shares	Percentage (%) to Equity
1	Promoter & Promoter Group	19	8,07,17,056	50.68
	Sub Total(A)	19	8,07,17,056	50.68
2	Banks/Mutual Funds/Indian / Financial Institutions
	Mutual Funds	6	21,60,130	1.36
	Venture Capital Funds	0	0	0.00
	Alternate Investment Funds	6	6,34,303	0.40
	Foreign Venture Capital Investors	0	0	0.00
	Foreign Portfolio Investors	167	4,44,49,164	27.91
	Financial Institutions / Banks	7	1,34,965	0.08
	Insurance Companies	1	61,458	0.04
	Provident Funds/ Pension Funds	0	0	0.00
	AnyOther(Specify)	0	0	0.00
	Sub Total(B)	187	4,74,40,020	29.78
3	Central Government/ State Government(s)/ President of India	0	0	0.00
	Sub Total(C)	0	0	0.00
4	Individuals
	i. Individual shareholders holding nominal share capital up to Rs. 2 lakhs	45,159	1,36,24,504	8.55
	ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs	4	78,49,509	4.93
	Sub Total(D)	45,163	2,14,74,013	13.48
5	AnyOthers
	Non-resident Indians	1,307	6,77,337	0.43
	Trusts	8	75,763	0.05
	Clearing Members	125	4,59,042	0.29
	Individual(HUF)/NBFC Registered with RBI	1,014	10,29,189	0.64
	Bodies Corporate	438	51,93,676	3.26
	JLL-Unclaimed Suspense Account	1	2,44,630	0.15
	Investor Education and Protection Fund	1	19,70,413	1.24
	Sub Total(E)	2,894	96,50,050	6.06
	Grand Total(A+B+C+D+E)	48,263	15,92,81,139	100.00

Statement showing shareholding of persons belonging to the category “Promoter and Promoter Group”

Sr. No.	Promoter & Promoter Group	No. of Equity Shares	Percentage (%) to Equity
1	Shyam Sunder Bhartia	13,99,925	0.88
2	Hari Shanker Bhartia	3,60,885	0.23
3	Kavita Bhartia	10,285	0.01
4	Priyavrat Bhartia	3,085	0.00
5	Shamit Bhartia	1,29,245	0.08
6	Jaytee Private Limited	7,600	0.00
7	Nikita Resources Private Limited	35,04,540	2.20
8	Jubilant Stock HoldingPrivate Limited	2,13,61,992	13.41
9	HSB Corporate Consultants Private Limited	1,92,78,979	12.10

399

Sr. No.	Promoter & Promoter Group	No. of Equity Shares	Percentage (%) to Equity
10	SSB Consultants and Management Services Private Limited	2,15,87,665	13.56
11	MAV Management Advisors LLP	50,11,400	3.15
12	Jubilant Enpro Private Limited	28,31,000	1.78
13	Miller Holdings PTE. Ltd.	52,30,455	3.28
14	Jubilant Consumer Private Limited	-	0.00
15	Jubilant Advisors LLP	-	0.00
16	Torino Overseas Limited	-	0.00
17	Cumin Investments Limited	-	0.00
18	Rance Investment Holdings Limited	-	0.00
19	Vam Holdings Limited	-	0.00
	Total	8,07,17,056	50.68

– Resulting Company Pre Arrangement as on March 31, 2020

Sr. No.	Category of Shareholders	Nos.	No. of Equity Shares	Percentage (%) to Equity
1	Promoter & Promoter Group*	1	5,00,000	100.00
	Sub Total(A)	1	5,00,000	100.00
2	Banks/Mutual Funds/Indian / Financial Institutions	0	0	0.00
	Mutual Funds	0	0	0.00
	Venture Capital Funds	0	0	0.00
	Alternate Investment Funds	0	0	0.00
	Foreign Venture Capital Investors	0	0	0.00
	Foreign Portfolio Investors	0	0	0.00
	Financial Institutions / Banks	0	0	0.00
	Insurance Companies	0	0	0.00
	Provident Funds/ Pension Funds	0	0	0.00
	AnyOther(Specify)	0	0	0.00
	Sub Total(B)	0	0	0.00
3	Central Government/ State Government(s)/ President of India	0	0	0.00
	Sub Total(C)	0	0	0.00
4	Individuals	0	0	0.00
	i. Individual shareholders holding nominal share capital up to Rs. 2 lakhs	0	0	0.00
	ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs	0	0	0.00
	Sub Total(D)	0	0	0.00
5	AnyOthers	0	0	0.00
	Non-resident Indians	0	0	0.00
	Trusts	0	0	0.00
	Clearing Members	0	0	0.00
	Individual (HUF)/NBFC Registered with RBI	0	0	0.00
	Bodies Corporate	0	0	0.00
	JLL-Unclaimed Suspense Account	0	0	0.00
	Investor Education and Protection Fund	0	0	0.00
	Sub Total(E)	0	0	0.00
	Grand Total(A+B+C+D+E)	1	5,00,000	100.00

*Equity shares are held by Jubilant Life Sciences Limited jointly with 6 individual employees as joint holders.

400

Statement showing shareholding of persons belonging to the category “Promoter and Promoter Group”

Sr. No.	Promoter & Promoter Group	No. of Equity Shares	Percentage (%) to Equity
1	Jubilant Life Sciences Limited*	5,00,000	100.00
Equity shares are held by Jubilant Life Sciences Limited jointly with 6 individual employees as joint holders. Resulting Company / Transferee Company- Post Arrangement shareholding pattern (Expected) Transferee Company– Post Arrangement*

Sr. No.	Category of Shareholders	Nos.	No. of Equity Shares	Percentage (%) to Equity
1	Promoter & Promoter Group	18	8,07,17,056	50.68
	Sub Total(A)	18	8,07,17,056	50.68
2	Banks/Mutual Funds/Indian / Financial Institutions
	Mutual Funds	6	21,60,130	1.36
	Venture Capital Funds	0	0	0.00
	Alternate Investment Funds	6	6,34,303	0.40
	Foreign Venture Capital Investors	0	0	0.00
	Foreign Portfolio Investors	167	4,44,49,164	27.91
	Financial Institutions / Banks	7	1,34,965	0.08
	Insurance Companies	1	61,458	0.04
	Provident Funds/ Pension Funds	0	0	0.00
	AnyOther(Specify)	0	0	0.00
	Sub Total(B)	187	4,74,40,020	29.78
3	Central Government/ State Government(s)/ President of India	0	0	0.00
	Sub Total(C)	0	0	0.00
4	Individuals
	i. Individual shareholders holding nominal share capital up to Rs. 2 lakhs	45,159	1,36,24,504	8.55
	ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs	4	78,49,509	4.93
	Sub Total(D)	45,163	2,14,74,013	13.48
5	AnyOthers
	Non-resident Indians	1,307	6,77,337	0.43
	Trusts	8	75,763	0.05
	Clearing Members	125	4,59,042	0.29
	Individual(HUF)	1,014	10,29,189	0.64
	Bodies Corporate	438	51,93,676	3.26
	JLL-Unclaimed Suspense Account	1	2,44,630	0.15
	Investor Education and Protection Fund	1	19,70,413	1.24
	Sub Total(E)	2,894	96,50,050	6.06
	Grand Total(A+B+C+D+E)	48,262	15,92,81,139	100.00

401

Statement showing post arrangement Expected shareholding of persons belonging to the category “Promoter and Promoter Group”

Group”
Sr. No.	Promoter & Promoter Group	No. of Equity Shares	Percentage (%) to Equity
1	Shyam Sunder Bhartia	13,99,925	0.88
2	Hari Shanker Bhartia	3,60,885	0.23
3	Kavita Bhartia	10,285	0.01
4	Priyavrat Bhartia	3,085	0.00
5	Shamit Bhartia	1,29,245	0.08
6	Jaytee Private Limited	7,600	0.00
7	Nikita Resources Private Limited	35,04,540	2.20
8	MAV Management Advisors LLP	50,11,400	3.15
9	Jubilant Enpro Private Limited	28,31,000	1.78
10	Miller Holdings PTE. Ltd.	52,30,455	3.28
11	Jubilant Consumer Private Limited	-	0.00
12	Jubilant Advisors LLP	-	0.00
13	Torino Overseas Limited	-	0.00
14	Cumin Investments Limited	-	0.00
15	Rance Investment Holdings Limited	-	0.00
16	Vam Holdings Limited	-	0.00
17	SPB Trustee Company Private Limited and SS Trustee Company Private Limited on behalf of Shyam Sunder Bhartia FamilyTrust	3,22,68,661	20.26
18	HSB Trustee Company Private Limited and HS Trustee Company Private Limited on behalf of Hari Shanker Bhartia FamilyTrust	2,99,59,975	18.80
	Total	8,07,17,056	50.68

Resulting Company– Post Arrangement	Resulting Company– Post Arrangement	Resulting Company– Post Arrangement	Resulting Company– Post Arrangement
Sr. No.	Category of Shareholders	Nos.	No. of Equity Shares	Percentage (%) to Equity
1	Promoter & Promoter Group	18	8,07,17,056	50.68
	Sub Total (A)	18	8,07,17,056	50.68
2	Banks/Mutual Funds/Indian / Financial Institutions
	Mutual Funds	6	21,60,130	1.36
	Venture Capital Funds	0	0	0.00
	Alternate Investment Funds	6	6,34,303	0.40
	Foreign Venture Capital Investors	0	0	0.00
	Foreign Portfolio Investors	167	4,44,49,164	27.91
	Financial Institutions / Banks	7	1,34,965	0.08
	Insurance Companies	1	61,458	0.04
	Provident Funds/ Pension Funds	0	0	0.00
	AnyOther (Specify)	0	0	0.00
	Sub Total (B)	187	4,74,40,020	29.78
3	Central Government/ State Government(s)/ President of India	0	0	0.00
	Sub Total (C)	0	0	0.00
4	Individuals
	i. Individual shareholders holding nominal share capital up to Rs. 2 lakhs	45,159	1,36,24,504	8.55
	ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs	4	78,49,509	4.93
	Sub Total (D)	45,163	2,14,74,013	13.48

402

Sr. No.	Category of Shareholders	Nos.	No. of Equity Shares	Percentage (%) to Equity
5	AnyOthers
	Non-resident Indians	1,307	6,77,337	0.43
	Trusts	8	75,763	0.05
	Clearing Members	125	4,59,042	0.29
	Individual (HUF)	1,014	10,29,189	0.64
	Bodies Corporate	438	51,93,676	3.26
	JLL-Unclaimed Suspense Account	1	2,44,630	0.15
	Investor Education and Protection Fund	1	19,70,413	1.24
	Sub Total (E)	2,894	96,50,050	6.06
	Grand Total (A+B+C+D+E)	48,262	15,92,81,139	100.00

Statement showing post arrangement Expected shareholding of persons belonging to the category “Promoter and Promoter Group”-

Group”-
Sr. No.	Promoter & Promoter Group	No. of Equity Shares	Percentage (%) to Equity
1	Shyam Sunder Bhartia	13,99,925	0.88
2	Hari Shanker Bhartia	3,60,885	0.23
3	Kavita Bhartia	10,285	0.01
4	Priyavrat Bhartia	3,085	0.00
5	Shamit Bhartia	1,29,245	0.08
6	Jaytee Private Limited	7,600	0.00
7	Nikita Resources Private Limited	35,04,540	2.20
8	MAV Management Advisors LLP	50,11,400	3.15
9	Jubilant Enpro Private Limited	28,31,000	1.78
10	Miller Holdings PTE. Ltd.	52,30,455	3.28
11	Jubilant Consumer Private Limited	-	0.00
12	Jubilant Advisors LLP	-	0.00
13	Torino Overseas Limited	-	0.00
14	Cumin Investments Limited	-	0.00
15	Rance Investment Holdings Limited	-	0.00
16	Vam Holdings Limited	-	0.00
17	SPB Trustee Company Private Limited and SS Trustee Company Private Limited on behalf of Shyam Sunder Bhartia Family Trust	3,22,68,661	20.26
18	HSB Trustee Company Private Limited and HS Trustee Company Private Limited on behalf of Hari Shanker Bhartia Family Trust	2,99,59,975	18.80
	Total	8,07,17,056	50.68

1. The Pre Arrangement shareholding list of Transferor Company 1 as on March 31, 2020 is as per the table below:

HSB Corporate Consultants Private Limited

Sr. No.	Name	No. of Equity Shares	Percentage (%) to Equity
1	JSPL Life Science Services and Holdings Private Limited	9,999	99.99
2	Mr. Hari Shanker Bhartia (on the behalf of JSPL Life Science Services and Holdings Private Limited)	1	0.01
	Total	10,000	100.00

403

1. The Pre Arrangement shareholding list of Transferor Company 2 as on March 31, 2020 is as per the table below:

Jubilant Stock Holding Private Limited

Sr. No.	Name	No. of Equity Shares	Percentage (%) to Equity
1	JSPL Life Science Services and Holdings Private Limited	5,000	50.00
2	JCPL Life Science Ventures and Holdings Private Limited	5,000	50.00
	Total	10,000	100.00

1. The Pre Arrangement shareholding list of Transferor Company 3 as on March 31, 2020 is as per the table below:

SSB Consultants & Management Services Private Limited

Sr. No.	Name	No. of Equity Shares	Percentage (%) to Equity
1	JCPL Life Science Ventures and Holdings Private Limited	9,999	99.99
2	Mr. Shyam Sunder Bhartia (on the behalf of JCPL Life Science Ventures and Holdings Private Limited)	1	0.01
	Total	10,000	100.00

1. The Pre Arrangement shareholding list of Transferor Company 4 as on March 31, 2020 is as per the table below:

JCPL Life Science Ventures and Holdings Private Limited

Sr. No.	Name	No. of Equity Shares	Percentage (%) to Equity
1	SPB Trustee Company Private Limited & SS Trustee Company Private Limited(Jointlyon behalf of Shyam Sunder Bhartia FamilyTrust)	58,57,488	100.00
2	Mr. Shyam Sunder Bhartia (On behalf of Shyam Sunder Bhartia FamilyTrust)	1	0.00
	Total	58,57,489	100.00

1. The Pre Arrangement shareholding list of Transferor Company 5 as on March 31, 2020 is as per the table below:

JSPL Life Science Services and Holdings Private Limited

Sr. No.	Name	No. of Equity Shares	Percentage (%) to Equity
1	HSB Trustee Company Private Limited & HS Trustee Company Private Limited(JointlyOn behalf of Hari Shanker Bhartia FamilyTrust)	89,45,408	100.00
2	Mr. Hari Shanker Bhartia (On behalf of Hari Shanker Bhartia FamilyTrust)	20	0.00
	Total	89,45,428	100.00

1. The Post-Arrangement (expected) capital structure of Transferee Company will be as follows (assuming the continuing capital structure as on March 31, 2020):

Particulars	Amount(Rs.)
Authorized Share Capital 1,43,02,00,000 EquityShares of Re. 1 Each	1,43,02,00,000
Issued, Subscribed and Paid up Share Capital 15,92,81,139 EquityShares of Re. 1 Each	15,92,81,139

404

Annexure - 24

405

Disclosure Document of HSB Corporate Consultants Private Limited

This is a disclosure document (“Disclosure Document”) prepared in connection with the Composite Scheme of Arrangement involving HSB Corporate Consultants Private Limited (the “Company” or “HSBPL” or “Transferor Company 1”) and Jubilant Stock Holding Private Limited (“Transferor Company 2”) and SSB Consultants & Management Services Private Limited (“Transferor Company 3”) and JCPL Life Science Ventures and Holdings Private Limited (“Transferor Company 4”) and JSPL Life Science Services and Holdings Private Limited (“Transferor Company 5”) and Jubilant Life Sciences Limited (“Transferee Company” or “JLL” or “Demerged Company”) and Jubilant LSI Limited (“Resulting Company”) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as the “Scheme”).

This document is prepared to comply with the requirements of Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, as amended, and in accordance with the disclosures required to be made in the format specified for Disclosure Document in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, to the extent applicable.

THIS DISCLOSURE DOCUMENT CONTAINS 6 PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.

HSB Corporate Consultants Private Limited is an unlisted company. The equity shares of the Transferee Company are listed on BSE Limited (“ BSE ”) and the National Stock Exchange of India Limited (“ NSE ”) (hereinafter collectively referred as “ Stock Exchanges ”)

Pursuant to the Scheme, it is proposed to amalgamate the Transferor Company 1, Transferor Company 2, Transferor Company 3, Transferor Company 4 and Transferor Company 5 (together hereinafter referred to as “ Transferor Companies ”) into and with the Transferee Company and following the amalgamation, demerger of the life science ingredients business (“ LSI Undertaking ”) of the Transferee Company and vesting of the same with the Resulting Company, on a going concern basis.

As there is no issue of equity shares to the public at large, the requirements with respect to General Information Document (GID) are not applicable to this Disclosure Document.

You may also download the Disclosure Document along with the Scheme and other relevant documents from the websites of the Transferee Company (www.jubl.com) and BSE (www.bseindia.com) or NSE (www.nseindia.com), the Stock Exchanges where the equity shares of the Transferee Company are listed.

This Disclosure Document dated June 22, 2020 should be read together with the Scheme and the notice sent to the shareholders of the Transferee Company

HSB Corporate Consultants Private Limited

Registered and Corporate Office:	Registered and Corporate Office:	Registered and Corporate Office:	Plot 1A, Sector 16A, Gautam Buddha Nagar, Noida-201 301, Uttar Pradesh,India	Plot 1A, Sector 16A, Gautam Buddha Nagar, Noida-201 301, Uttar Pradesh,India	Plot 1A, Sector 16A, Gautam Buddha Nagar, Noida-201 301, Uttar Pradesh,India	Plot 1A, Sector 16A, Gautam Buddha Nagar, Noida-201 301, Uttar Pradesh,India
Contact Person:		Mr. Takesh Mathur		Telephone:	0120-7186285
**E-mail: **		corporate.enpro@jepl.com	Website:	Not available	CIN:	U74120UP2013PTC054821

NAMES OF PROMOTER OF THE COMPANY

JSPL Life Science Services and Holdings Private Limited

& Mr. Hari Shanker Bhartia (Holding 1 (one) Equity Share on behalf of JSPL Life Science Services and Holdings Private Limited)

Page 1 of 6

406

SCHEME DETAILS, LISTING AND PROCEDURE

Scheme Details:

The Scheme is pursuant to the provisions of Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 (" Act "), as may be applicable, and in compliance with Sections 2(1B), 2(19AA) and other provisions of the Income-Tax Act, 1961 as applicable and other applicable laws, for the amalgamation of the Transferor Companies into and with the Transferee Company and following the amalgamation, demerger of the LSI Undertaking of the Transferee Company and vesting of the same with the Resulting Company, on a going concern basis .

Pursuant to the effectiveness of the Scheme and with effect from the merger appointed date, the Transferor Companies shall stand amalgamated and all their respective assets, liabilities, rights and obligations, as applicable, be transferred and vested in the Transferee Company, on a going concern basis without any requirement of a further act or deed so as to become as and from the merger appointed date, the assets, liabilities, interest and obligations, as applicable of the Transferee Company.

Further, on merger of Transferor Company 1, Transferor Company 2 and Transferor Company 3 with and into the Transferee Company, the number of equity shares held by them in the Transferee Company as on merger record date, shall be issued by the Transferee Company to the Transferor Company 4 and Transferor Company 5 in proportion to their respective shareholding in Transferor Company 1, Transferor Company 2 and Transferor Company 3, as applicable. Further, on merger of Transferor Company 4 and Transferor Company 5 with and into the Transferee Company, the number of equity shares held by them in the Transferee Company as on merger record date, shall be issued by the Transferee Company to the shareholders of Transferor Company 4 and Transferor Company 5 respectively. As a result, there will be no change in the paid-up and issued share capital of the Transferee Company.

Upon the Scheme becoming effective and with effect from the demerger appointed date, the LSI Undertaking of the Demerged Company shall stand demerged and be transferred to and vested in the Resulting Company on a going concern basis without any requirement of any further act, instrument or deed so as to become as and from the demerger appointed date, the undertaking of the Resulting Company, and to vest into the Resulting Company, all the Assets, Intellectual Property, Liabilities, rights, title, interest or obligations of the LSI Undertaking therein.

Further, on demerger of the LSI Undertaking from the Demerged Company to the Resulting Company, the Resulting Company shall issue and allot such number of equity shares to the shareholders of the Demerged Company as held by them on the demerger record date.

For further details, please refer the Scheme.

Listing:

Not Applicable

Procedure:

Not Applicable

ELIGIBILITY FOR THE ISSUE

The eligibility criteria of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, relating to initial public offering of shares are not applicable under the Scheme.

INDICATIVE TIMETABLE

The Disclosure Document is issued pursuant to the Scheme.

GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk. Specific attention of the readers is invited to the sections titled " Scheme Details, Listing and Procedure " and " Internal Risk Factors " on pages 2 and 5 respectively of this Disclosure Document.

NAME OF THE STATUTORY AUDITOR BGJC & Associates LLP (Firm’s Registration No. 003304N/N500056)

Page 2 of 6

407

PROMOTERS OF THE COMPANY

• A. JSPL Life Science Services and Holdings Private Limited is a private limited company incorporated on November 15, 2016 with CIN U74999UP2016PTC087691 and having its registered office at Plot 1A, Sector 16A, Gautam Buddha Nagar, Noida-201 301, Uttar Pradesh, India.

JSPL Life Science Services and Holdings Private Limited is inter alia engaged in the business of making, holding and nurturing investments in life sciences businesses.

JSPL Life Science Services and Holdings Private Limited is promoted by Hari Shanker Bhartia Family Trust through its trustees HSB Trustee Company Private Limited and HS Trustee Company Private Limited (acting jointly on behalf of the Trust).

• B. Mr. Hari Shanker Bhartia, (on behalf of JSPL Life Science Services and Holdings Private Limited) , one of the promoters of the Company, is the Co-Chairman and Managing Director of Jubilant Bhartia Group (“ Jubilant Group ”), headquartered in Noida. Jubilant Group has presence in diverse sectors like pharmaceuticals, drug discovery services and life sciences ingredients, performance polymers, food service (QSR), automobile, retail and consulting in aerospace and oilfield services. Jubilant Group has three (3) companies listed on stock exchanges viz., Jubilant Life Sciences Limited, Jubilant Foodworks Limited and Jubilant Industries Limited.

BUSINESS MODEL/BUSINESS OVERVIEW AND STRATEGY

HSB Corporate Consultants Private Limited is an unlisted private limited company incorporated on January 29, 2013 under the provisions of Companies Act, 1956, HSBPL is inter alia engaged in the business of making, holding and nurturing investments in life sciences businesses.

Strategy

Pursuant to the scheme, HSBPL will be amalgamated into and with the Transferee Company and shall be deemed to have been dissolved without winding up.

			BOARDOF DIRECTORS
Sr. No.	Name	Designation	Experience including current/past position held in other firms
1.	Mr. Takesh Mathur	Director	Mr. Takesh Mathur is a commerce graduate from Delhi University and a qualified Chartered Accountant from the Institute of Chartered Accountants of India (ICAI). He is having vast experience in strategic planning and re- engineering of the work processes, merchant banking, mergers and acquisitions, and corporate finance. He is on the board of several companies. He has been appointed as Director of theCompany w.e.f.January29,2013.
2.	Mr. Sreenivasan Natarajan	Director	Mr. Sreenivasan Natarajan, is a Commerce Graduate and has an experience of more than 31 years in the field of Accounts and Finance. He is a director in the Board of several companies. He has been appointed as Director of the Company w.e.f. November5,2019.

OBJECTS / RATIONALE OF THE SCHEME

Rationale for amalgamation of Transferor Companies into and with the Transferee Company:

The amalgamation of the Transferor Companies into and with the Transferee Company shall provide the below mentioned benefits:

• i) Presently, a significant portion of the promoters’ shareholding in the Transferee Company is held indirectly, through a multi-tier structure. The proposed amalgamation would result in simplification and streamlining of the shareholding structure of the Transferee Company by elimination of shareholding tiers and simplification of a large part of indirect promoters’ shareholding into a clearer structure directly identifiable with the promoters;

Page 3 of 6

408

• ii) Such a simplified direct holding structure is expected to bring greater transparency in the promoter’s shareholding and demonstrate promoter’s direct commitment and engagement with the Transferee Company, from the perspective of its shareholders; and

• iii) The proposed simplification of holding structure will also make it simpler for the Transferee Company to identify its ultimate beneficial owner for various applicable know your customer (KYC) requirements.

Rationale for demerger of the LSI Undertaking of the Demerged Company into the Resulting Company:

The benefits of demerger of the LSI Undertaking of the Demerged Company into the Resulting Company are:

• i) To create a separate, distinct and focussed entity housing the LSI Undertaking leading to greater operational efficiencies for the LSI undertaking;

• ii) To 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 also provide independence to the management in making decisions in their respective businesses;

• iii) To unlock the value for the shareholders of the Demerged Company which would enable optimal exploitation, monetization and development of both, Residual Undertaking and the LSI Undertaking by attracting focused investors 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) To enable 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

On implementation of the Scheme, there would neither be any change in the number of shares nor in the percentage shareholding of the promoters on an aggregate basis in the Transferee Company.

For further details, please refer the Scheme.

DETAILS OF MEANS OF FINANCE

Not Applicable

DETAILS AND REASONS FOR NON-DEPLOYMENT OR DELAY IN DEPLOYMENT OF PROCEEDS OR CHANGES IN UTILIZATION OF ISSUE PROCEEDS OF PAST PUBLIC ISSUES/RIGHTS ISSUES, IF ANY, OF THE COMPANY IN THE PRECEDING 10 YEARS

Not Applicable

NAME OF MONITORING **AGENCY, IF ANY **	Not Applicable

TERMS OF ISSUANCE OF CONVERTIBLE SECURITY, IF Not Applicable ANY

PRE-SCHEME SHAREHOLDING PATTERN

Sr. No.	Particulars	Number of shares	% holding of Pre-Scheme
1	Promoter and Promoter Group
��	JSPL Life Science Services and Holdings Private Limited	9,999	99.99
��	Mr. Hari Shanker Bhartia (on behalf of JSPL Life Science Services and Holdings Private Limited)	1	0.01
2	Public	-	-
	Total	10,000	100.00

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409

AUDITED FINANCIALS

The audited financial information of the Company is provided below:

			(Rs. In Lakhs exceptper share data)	(Rs. In Lakhs exceptper share data)
Sr. No	Particulars	FY 2020	FY 2019	FY 2018
1	Revenue from operations	-	-	-
2	Total Income	1,818.89	568.77	586.95
3	Net Profit /(Loss)before tax	1,638.72	128.43	585.86
4	Net Profit/ (Loss)after tax	1,638.72	128.43	585.86
5	Equity ShareCapital	1.00	1.00	1.00
6	Reserves andSurplus	4,608.65	2,988.01	2,859.58
7	Networth1	4,609.65	2,989.01	2,860.58
8	Basic & Diluted2earningsper share	16,387.18	1,284.31	5,858.56
9	Return on networth(%)3	35.55	4.30	20.48
10	Net asset valueper Share4	46,096.50	29,890.10	28,605.80

Notes:

1. Net worth is calculated as a sum of Equity Share Capital and Reserves & Surplus.

2. Basic & Diluted earnings per share is computed by dividing the profit for the year after tax by the weighted average number of equity shares outstanding during the year.

3. Return on net worth (%) is computed by dividing the net profit/ (loss) after tax by the net worth.

4. Net asset value per share is computed by dividing the net worth by the outstanding number of equity shares.

INTERNAL RISK FACTORS

The Scheme is subject to receipt of shareholder approval, National Company Law Tribunal (NCLT) order, etc. Since upon effectiveness of the Scheme, HSBPL will be amalgamated into and with the Transferee Company and shall be deemed to have been dissolved without winding up, this information is not applicable.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION

• A. Total number of outstanding litigations against the Company and amount involved- NIL

• B. Brief details of top 5 material outstanding litigations against HSBPL and amount involved

NATURE OF LITIGATION	NO. OF CASES	AMOUNT INVOLVED (IN INR)
Civilproceedings	NIL	NIL
Criminalproceedings	NIL	NIL
Tax matters	NIL	NIL
Labour	NIL	NIL

• C. Regulatory Action, if any, disciplinary action taken by SEBI or stock exchanges against the Promoters in last 5 financial years including outstanding action, if any:

SEBI had, vide its Adjudication Order (AO) dated January 31, 2018, inter alia, imposed a penalty of Rs. 10,00,000/(Rupees Ten Lakh only) on Mr. Hari Shanker Bhartia and Others for alleged violation of Regulation 3 of the erstwhile SEBI (Prohibition of Insider Trading) Regulations, 1992 read with Regulation 12 of the SEBI (Prohibition of Insider Trading) Regulations, 2015. An appeal was filed against the AO before SAT, Mumbai on April 24, 2018. SAT has, vide its order dated November 7, 2019, disposed of the appeal upholding the penalty as imposed by the AO along with interest. The Penalty as imposed has been paid along with interest and hence, the matter has been closed.

• D. Brief details of outstanding criminal proceedings against Promoter – NIL

ANY OTHER IMPORTANT INFORMATION OF THE COMPANY NIL

Page 5 of 6

410

DECLARATION BY THE COMPANY

We hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the SEBI, established under Section 3 of the SEBI Act, 1992 as the case may be, have been complied with and no statement made in this Disclosure Document is contrary to the provisions of the Companies Act, 2013, the SEBI Act, 1992 or rules made or guidelines or regulations issued there under, as the case may be. We further certify that all statements in the Disclosure Document are true and correct.

For HSB Corporate Consultants Private Limited

TAKESH Digitally signed by TAKESH MATHU MATHUR Date: R 2020.06.22 18:24:02 +05'30' Name: Takesh Mathur Designation: Director

Date: June 22, 2020 Place: Noida, Uttar Pradesh

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411

Annexure - 25

412

413

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419

Annexure - 26

420

Disclosure Document of SSB Consultants & Management Services Private Limited

This is a disclosure document (“Disclosure Document”) prepared in connection with the Composite Scheme of Arrangement involving HSB Corporate Consultants Private Limited (“Transferor Company 1”) and Jubilant Stock Holding Private Limited (“Transferor Company 2”) and SSB Consultants & Management Services Private Limited (the “Company” or “SSBPL” or “Transferor Company 3”) and JCPL Life Science Ventures and Holdings Private Limited (“Transferor Company 4”) and JSPL Life Science Services and Holdings Private Limited ( “Transferor Company 5”) and Jubilant Life Sciences Limited (“Transferee Company” or “JLL” or “Demerged Company”) and Jubilant LSI Limited (“Resulting Company”) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as the “Scheme”).

This document is prepared to comply with the requirements of Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, as amended, and in accordance with the disclosures required to be made in the format specified for Disclosure Document in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, to the extent applicable.

THIS DISCLOSURE DOCUMENT CONTAINS 6 PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.

SSB Consultants & Management Services Private Limited is an unlisted company. The equity shares of the Transferee Company are listed on BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”) (hereinafter collectively referred as “ Stock Exchanges ”)

Pursuant to the Scheme, it is proposed to amalgamate the Transferor Company 1, Transferor Company 2, Transferor Company 3, Transferor Company 4 and Transferor Company 5 (together hereinafter referred to as “ Transferor Companies ”) in to and with the Transferee Company and following the amalgamation, demerger of the life science ingredients business (“ LSI Undertaking ”) of the Transferee Company and vesting of the same with the Resulting Company, on a going concern basis.

As there is no issue of equity shares to the public at large, the requirements with respect to General Information Document (GID) are not applicable to this Disclosure Document.

You may also download the Disclosure Document along with the Scheme and other relevant documents from the websites of the Transferee Company (www.jubl.com) and BSE (www.bseindia.com) or NSE (www.nseindia.com), the Stock Exchanges where the equity shares of the Transferee Company are listed.

This Disclosure Document dated June 2, 2020 should be read together with the Scheme and the notice sent to the shareholders of the Transferee Company

SSB Consultants & Management Services Private Limited

Registered Office and Corporate Office:	Registered Office and Corporate Office:	Plot 1A, Sector 16A, Gautam Buddha Nagar, Noida-201 301, Uttar Pradesh,India	Plot 1A, Sector 16A, Gautam Buddha Nagar, Noida-201 301, Uttar Pradesh,India	Plot 1A, Sector 16A, Gautam Buddha Nagar, Noida-201 301, Uttar Pradesh,India	Plot 1A, Sector 16A, Gautam Buddha Nagar, Noida-201 301, Uttar Pradesh,India
Contact Person:	Mr. Parveen KumarGoyal		Telephone:	0120-7186286
E-mail:	corporate.enpro@jepl.com	Website:	Not available	CIN:	U74120UP2013PTC054823

NAMES OF PROMOTER OF THE COMPANY

JCPL Life Science Ventures and Holdings Private Limited

& Mr. Shyam Sunder Bhartia (Holding 1 (One) Equity Share on behalf of JCPL Life Science Ventures and Holdings Private Limited)

Page 1 of 6

421

SCHEME DETAILS, LISTING AND PROCEDURE

Scheme Details:

The Scheme is pursuant to the provisions of Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 (" Act "), as may be applicable, and in compliance with Sections 2(1B), 2(19AA) and other provisions of the Income-Tax Act, 1961 as applicable and other applicable laws, for the amalgamation of the Transferor Companies into and with the Transferee Company and following the amalgamation, demerger of the LSI Undertaking of the Transferee Company and vesting of the same with the Resulting Company, on a going concern basis .

Pursuant to the effectiveness of the Scheme and with effect from the merger appointed date, the Transferor Companies shall stand amalgamated and all their respective assets, liabilities, rights and obligations, as applicable, be transferred and vested in the Transferee Company, on a going concern basis without any requirement of a further act or deed so as to become as and from the merger appointed date, the assets, liabilities, interest and obligations, as applicable of the Transferee Company.

Further, on merger of Transferor Company 1, Transferor Company 2 and Transferor Company 3 with and into the Transferee Company, the number of equity shares held by them in the Transferee Company as on merger record date, shall be issued by the Transferee Company to the Transferor Company 4 and Transferor Company 5 in proportion to their respective shareholding in Transferor Company 1, Transferor Company 2 and Transferor Company 3, as applicable. Further, on merger of Transferor Company 4 and Transferor Company 5 with and into the Transferee Company, the number of equity shares held by them in the Transferee Company as on merger record date, shall be issued by the Transferee Company to the shareholders of Transferor Company 4 and Transferor Company 5 respectively. As a result, there will be no change in the paid-up and issued share capital of the Transferee Company.

Upon the Scheme becoming effective and with effect from the demerger appointed date, the LSI Undertaking of the Demerged Company shall stand demerged and be transferred to and vested in the Resulting Company on a going concern basis without any requirement of any further act, instrument or deed so as to become as and from the demerger appointed date, the undertaking of the Resulting Company, and to vest into the Resulting Company, all the Assets, Intellectual Property, Liabilities, rights, title, interest or obligations of the LSI Undertaking therein.

Further, on demerger of the LSI Undertaking from the Demerged Company to the Resulting Company, the Resulting Company shall issue and allot such number of equity shares to the shareholders of the Demerged Company as held by them on the demerger record date.

For further details, please refer the Scheme.

Listing:

Not Applicable

Procedure:

Not Applicable

ELIGIBILITY FOR THE ISSUE

The eligibility criteria of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, relating to initial public offering of shares are not applicable under the Scheme.

INDICATIVE TIMETABLE

The Disclosure Document is issued pursuant to the Scheme.

Page 2 of 6

422

GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk. Specific attention of the readers is invited to the sections titled " Scheme Details, Listing and Procedure " and " Internal Risk Factors " on pages 2 and 5 respectively of this Disclosure Document.

NAME OF THE STATUTORY AUDITOR

BGJC & Associates LLP (Firm’s Registration No.003304N/N500056)

PROMOTERS OF THE COMPANY

• A. JCPL Life Science Ventures and Holdings Private Limited is a private limited company incorporated on November 21, 2016 with CIN U74999UP2016PTC087833 and having its registered office at Plot No. 1A, Sector-16A, Noida, Gautam Buddha Nagar, Uttar Pradesh – 201301.

JCPL Life Science Ventures and Holdings Private Limited is inter alia engaged in the business of making, holding and nurturing investments in life sciences businesses.

JCPL Life Science Ventures and Holdings Private Limited is promoted by Shyam Sunder Bhartia Family Trust through its trustees SPB Trustee Company Private Limited and SS Trustee Company Private Limited (acting jointly on behalf of the Trust)

• B. Mr. Shyam Sunder Bhartia (on behalf of JCPL Life Science Ventures and Holdings Private Limited), one of promoters of the Company, is the founder and Chairman of Jubilant Bhartia Group (“ Jubilant Group ”), headquartered in Noida, Uttar Pradesh. Jubilant Group has presence in diverse sectors like pharmaceuticals, drug discovery services and life sciences ingredients, performance polymers, food service (QSR), automobile, retail and consulting in aerospace and oilfield services. Jubilant Group has three (3) companies listed on stock exchanges viz., Jubilant Life Sciences Limited, Jubilant Foodworks Limited and Jubilant Industries Limited.

BUSINESS MODEL/BUSINESS OVERVIEW AND STRATEGY

SSB Consultants & Management Services Private Limited is an unlisted private limited company incorporated on January 29, 2013 under the provisions of Companies Act, 1956, SSBPL is inter alia engaged in the business of making, holding and nurturing investments in life sciences businesses.

Strategy

Pursuant to the scheme, SSBPL will be amalgamated into and with the Transferee Company and shall be deemed to have been dissolved without winding up.

			BOARD OF DIRECTORS
Sr. No.	Name	Designation	Experience including current/past position held in other firms
1.	Mr. Shyam Sunder Bhartia	Director	Mr. Shyam Sunder Bhartia is the Chairman of Jubilant Life Sciences Limited and Jubilant FoodWorks Limited. He holds a bachelor’sdegree in commerce from St. Xavier’s College, Calcutta University, and is a qualified Cost and Management Accountant and a member of the Institute of Cost Accountants of India. He has been associated with various institutions and has served as Member of Board of Governors, Indian Institute of Technology (IIT), Mumbai and Indian Institute of Management (IIM), Ahmedabad. He serves on the Board of several Public, Private and Foreign companies He has been appointed as Director of the Companyw.e.f. January29,2013.
2.	Mr. Parveen Kumar Goyal	Director	Mr. Parveen Kumar Goyal, is a qualified Chartered Accountant from the Institute of Chartered Accountants of India and having an experience of 20 years in the field of accounts and finance. He is a director in the Board of several companies. He has been appointed as Director of the Companyw.e.f. May18,2015.

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423

OBJECTS / RATIONALE OF THE SCHEME

Rationale for amalgamation of Transferor Companies into and with the Transferee Company:

The amalgamation of the Transferor Companies into and with the Transferee Company shall provide the below mentioned benefits:

• i) Presently, a significant portion of the promoters’ shareholding in the Transferee Company is held indirectly, through a multitier structure. The proposed amalgamation would result in simplification and streamlining of the shareholding structure of the Transferee Company by elimination of shareholding tiers and simplification of a large part of indirect promoters’ shareholding into a clearer structure directly identifiable with the promoters;

• ii) Such a simplified direct holding structure is expected to bring greater transparency in the promoter’s shareholding and demonstrate promoter’s direct commitment and engagement with the Transferee Company, from the perspective of its shareholders; and

• iii) The proposed simplification of holding structure will also make it simpler for the Transferee Company to identify its ultimate beneficial owner for various applicable know your customer (KYC) requirements.

Rationale for demerger of the LSI Undertaking of the Demerged Company into the Resulting Company:

The benefits of demerger of the LSI Undertaking of the Demerged Company into the Resulting Company are:

• i) To create a separate, distinct and focussed entity housing the LSI Undertaking leading to greater operational efficiencies for the LSI undertaking;

• ii) To 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 also provide independence to the management in making decisions in their respective businesses;

• iii) To unlock the value for the shareholders of the Demerged Company which would enable optimal exploitation, monetization and development of both, Residual Undertaking and the LSI Undertaking by attracting focused investors 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) To enable 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

On implementation of the Scheme, there would neither be any change in the number of shares nor in the percentage shareholding of the promoters on an aggregate basis in the Transferee Company.

For further details, please refer to the Scheme.

DETAILS OF MEANS OF FINANCE

Not Applicable

DETAILS AND REASONS FOR NON-DEPLOYMENT OR DELAY IN DEPLOYMENT OF PROCEEDS OR CHANGES IN UTILIZATION OF ISSUE PROCEEDS OF PAST PUBLIC ISSUES/RIGHTS ISSUES, IF ANY, OF THE COMPANY IN THE PRECEDING 10 YEARS

Not Applicable

NAME OF MONITORING Not Applicable AGENCY, IF ANY

TERMS OF ISSUANCE OF CONVERTIBLE SECURITY, IF ANY Not Applicable

Page 4 of 6

424

PRE-SCHEME SHAREHOLDING PATTERN

Sr. No.	Particulars	Number of shares	% holding of Pre-Scheme
1	Promoter and Promoter Group
��	JCPL Life Science Ventures and Holdings Private Limited	9,999	99.99
��	Mr. Shyam Sunder Bhartia (on behalf of JCPL Life Science Ventures and Holdings Private Limited)	1	0.01
2	Public	-	-
	Total	10,000	100.00

AUDITED FINANCIALS

The audited financial information of the Company is provided below:

		(Rs. In Lakhs exceptper share data)	(Rs. In Lakhs exceptper share data)	(Rs. In Lakhs exceptper share data)
Sr. No	Particulars	FY 2020	FY 2019	FY 2018
1	Income from operations(net)	-	-	-
2	Total Income	2,064.33	659.53	671.41
3	Net Profit/ (Loss)before tax	1,975.27	321.36	670.27
4	Net Profit /(Loss)after tax	1,975.27	321.36	670.27
5	Equity ShareCapital	1.00	1.00	1.00
6	Reserves and Surplus	5,531.62	3,574.44	3,253.08
7	Networth1	5,532.62	3,575.44	3,254.08
8	Basic&Diluted2earningsper share	19,752.69	3,213.60	6,703.00
9	Return on net worth(%)3	35.70	8.99	20.60
10	Net assetvalueperShare4	55,326.20	35,754.40	32,540.80

Notes:

1. Net worth is calculated as a sum of Equity Share Capital and Reserves & Surplus.

2. Basic & Diluted earnings per share is computed by dividing the profit for the year after tax by the weighted average number of equity shares outstanding during the year.

3. Return on net worth (%) is computed by dividing the net profit/ (loss) after tax by the net worth.

4. Net asset value per share is computed by dividing the net worth by the outstanding number of equity shares.

INTERNAL RISK FACTORS

The Scheme is subject to receipt of shareholder approval, National Company Law Tribunal (NCLT) order etc. Since upon effectiveness of the Scheme, SSBPL will be amalgamated into and with the Transferee Company and shall be deemed to have been dissolved without winding up, this information is not applicable.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION

• A. Total number of outstanding litigations against the Company and amount involved- NIL

• B. Brief details of top 5 material outstanding litigations against SSBPL and amount involved

NATURE OF LITIGATION	NO. OF CASES	AMOUNT INVOLVED (IN INR)
Civilproceedings	NIL	NIL
Criminalproceedings	NIL	NIL
Tax matters	NIL	NIL
Labour	NIL	NIL

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• C. Regulatory Action, if any, disciplinary action taken by SEBI or stock exchanges against the Promoters in last 5 financial years –

• including outstanding action, if any

SEBI had, vide its Adjudication Order (AO) dated January 31, 2018, inter alia, imposed a penalty of Rs. 10,00,000/- (Rupees Ten Lakh only) on Mr. Shyam Sunder Bhartia and Others for alleged violation of Regulation 3 of the erstwhile SEBI (Prohibition of Insider Trading) Regulations, 1992 read with Regulation 12 of the SEBI (Prohibition of Insider Trading) Regulations, 2015. An appeal was filed against the AO before SAT, Mumbai on April 24, 2018. SAT has, vide its order dated November 7, 2019, disposed of the appeal upholding the penalty as imposed by the AO along with interest. The Penalty as imposed has been paid along with interest and hence the matter has been closed.

• D. Brief details of outstanding criminal proceedings against Promoter - NIL

ANY OTHER IMPORTANT INFORMATION OF THE COMPANY NIL

DECLARATION BY THE COMPANY

We hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the SEBI, established under Section 3 of the SEBI Act, 1992 as the case may be, have been complied with and no statement made in this Disclosure Document is contrary to the provisions of the Companies Act, 2013, the SEBI Act, 1992 or rules made or guidelines or regulations issued there under, as the case may be. We further certify that all statements in the Disclosure Document are true and correct.

For SSB Consultants & Management Services Private Limited

PARVEEN Digitally signed by PARVEEN KUMAR KUMAR GOYAL Date: 2020.06.22 GOYAL 18:26:05 +05'30' Name: Parveen Kumar Goyal Designation: Director

Date: June 22, 2020 Place: Noida , Uttar Pradesh

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Annexure - 27

427

Disclosure Document of JCPL Life Science Ventures and Holdings Private Limited

This is a disclosure document (“Disclosure Document”) prepared in connection with the Composite Scheme of Arrangement involving HSB Corporate Consultants Private Limited (“Transferor Company 1”) and Jubilant Stock Holding Private Limited (“Transferor Company 2”) and SSB Consultants & Management Services Private Limited (“Transferor Company 3”) and JCPL Life Science Ventures and Holdings Private Limited (the “Company” or “JCPL Life” or “Transferor Company 4”) and JSPL Life Science Services and Holdings Private Limited (“Transferor Company 5”) and Jubilant Life Sciences Limited (“Transferee Company” or “JLL” or “Demerged Company”) and Jubilant LSI Limited ( “JLSIL” or “Resulting Company”) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as the “Scheme”).

This document is prepared to comply with the requirements of Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, as amended, and in accordance with the disclosures required to be made in the format specified for Disclosure Document in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, to the extent applicable.

THIS DISCLOSURE DOCUMENT CONTAINS 7 PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.

JCPL Life Science Ventures and Holdings Private Limited is an unlisted company. The equity shares of the Transferee Company are listed on BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”) (hereinafter collectively referred as “ Stock Exchanges ”).

Pursuant to the Scheme, it is proposed to amalgamate the Transferor Company 1, Transferor Company 2, Transferor Company 3, Transferor Company 4 and Transferor Company 5 (together hereinafter referred to as “ Transferor Companies ”) in to and with the Transferee Company and following the amalgamation, demerger of the life science ingredients business (“ LSI Undertaking ”) of the Transferee Company and vesting of the same with the Resulting Company, on a going concern basis.

As there is no issue of equity shares to the public at large, the requirements with respect to General Information Document (GID) are not applicable to this Disclosure Document.

You may also download the Disclosure Document along with the Scheme and other relevant documents from the websites of the Transferee Company (www.jubl.com) and BSE (www.bseindia.com) or NSE (www.nseindia.com), the Stock Exchanges where the equity shares of the Transferee Company are listed.

This Disclosure Document dated June 22, 2020 should be read together with the Scheme and the notice sent to the shareholders of the Transferee Company

JCPL Life Science Ventures and Holdings Private Limited

Registered and Corporate Office:	Registered and Corporate Office:	Plot 1A, Sector 16A, Gautam Buddha Nagar, Noida-201 301, Uttar Pradesh,India	Plot 1A, Sector 16A, Gautam Buddha Nagar, Noida-201 301, Uttar Pradesh,India	Plot 1A, Sector 16A, Gautam Buddha Nagar, Noida-201 301, Uttar Pradesh,India	Plot 1A, Sector 16A, Gautam Buddha Nagar, Noida-201 301, Uttar Pradesh,India
Contact Person:	Mr. Parveen KumarGoyal		Telephone:	0120-7186286
**E-mail: **	corporate.enpro@jepl.com	Website:	Not Applicable	CIN:	U74999UP2016PTC087833

NAMES OF PROMOTER OF THE COMPANY

SPB Trustee Company Private Limited & SS Trustee Company Private Limited (Jointly on behalf of Shyam Sunder Bhartia Family Trust) And Mr. Shyam Sunder Bhartia (Holding 1 (One) Equity Share on behalf of Shyam Sunder Bhartia Family Trust)

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SCHEME DETAILS, LISTING AND PROCEDURE

Scheme Details:

The Scheme is pursuant to the provisions of Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 (" Act "), as may be applicable, and in compliance with Sections 2(1B), 2(19AA) and other provisions of the Income-Tax Act, 1961 as applicable and other applicable laws, for the amalgamation of the Transferor Companies into and with the Transferee Company and following the amalgamation, demerger of the LSI Undertaking of the Transferee Company and vesting of the same with the Resulting Company, on a going concern basis .

Pursuant to the effectiveness of the Scheme and with effect from the merger appointed date, the Transferor Companies shall stand amalgamated and all their respective assets, liabilities, rights and obligations, as applicable, be transferred and vested in the Transferee Company, on a going concern basis without any requirement of a further act or deed so as to become as and from the merger appointed date, the assets, liabilities, interest and obligations, as applicable of the Transferee Company.

Further, on merger of Transferor Company 1, Transferor Company 2 and Transferor Company 3 with and into the Transferee Company, the number of equity shares held by them in the Transferee Company as on merger record date, shall be issued by the Transferee Company to the Transferor Company 4 and Transferor Company 5 in proportion to their respective shareholding in Transferor Company 1, Transferor Company 2 and Transferor Company 3, as applicable. Further, on merger of Transferor Company 4 and Transferor Company 5 with and into the Transferee Company, the number of equity shares held by them in the Transferee Company as on merger record date, shall be issued by the Transferee Company to the shareholders of Transferor Company 4 and Transferor Company 5 respectively. As a result, there will be no change in the paid-up and issued share capital of the Transferee Company.

Upon the Scheme becoming effective and with effect from the demerger appointed date, the LSI Undertaking of the Demerged Company shall stand demerged and be transferred to and vested in the Resulting Company on a going concern basis without any requirement of any further act, instrument or deed so as to become as and from the demerger appointed date, the undertaking of the Resulting Company, and to vest into the Resulting Company, all the Assets, Intellectual Property, Liabilities, rights, title, interest or obligations of the LSI Undertaking therein.

Further, on demerger of the LSI Undertaking from the Demerged Company to the Resulting Company, the Resulting Company shall issue and allot such number of equity shares to the shareholders of the Demerged Company as held by them on the demerger record date.

For further details, please refer the Scheme.

Listing:

Not applicable

Procedure:

Not applicable

ELIGIBILITY FOR THE ISSUE

The eligibility criteria of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, relating to initial public offering of shares are not applicable.

INDICATIVE TIMETABLE

The Disclosure Document is issued pursuant to the Scheme.

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GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk. Specific attention of the readers is invited to the sections titled " Scheme Details, Listing and Procedure " and " Internal Risk Factors " on pages 2 and 6 respectively of this Disclosure Document.

NAME OF THE STATUTORY AUDITOR K. N. Gutgutia & Company, Chartered Accountants, (Firm Registration No 304153E)

PROMOTERS OF THE COMPANY

A. SPB Trustee Company Private Limited (SPBTCPL) , a company incorporated on January 18, 2013 bearing CIN no. U74120UP2013PTC054736, is engaged in to carry on the activities of a trustee to various Bodies Corporate, Trusts, Funds etc. The registered office of the company is located at Sector-16A, Plot No.1A Noida, Gautam Buddha Nagar, Uttar Pradesh 201301.

SS Trustee Company Private Limited (SSTCPL) , a company incorporated on February 1, 2013 bearing CIN no. U74120UP2013PTC054866, is engaged in to carry on the activities of a trustee to various Bodies Corporate, Trusts, Funds etc. The registered office of the company is located at Sector-16A, Plot No.1A Noida, Gautam Buddha Nagar, Uttar Pradesh 201301.

B. Mr. Shyam Sunder Bhartia (on behalf of Shyam Sunder Bhartia Family Trust), one of promoters of the Company, is the founder and chairman of Jubilant Bhartia Group (“ Jubilant Group ”), headquartered in Noida, Uttar Pradesh. Jubilant Group has presence in diverse sectors like pharmaceuticals, drug discovery services and life sciences ingredients, performance polymers, food service (QSR), automobile, retail and consulting in aerospace and oilfield services. Jubilant Group has three (3) companies listed on stock exchanges viz., Jubilant Life Sciences Limited, Jubilant Foodworks Limited and Jubilant Industries Limited.

SPBTCPL & SSTCPL act as trustees on behalf of Shyam Sunder Bhartia Family Trust. Shyam Sunder Bhartia Family Trust was registered on February 22, 2013 having its office address at 9[th] Floor, 18-20, Kasturba Gandhi Marg, New Delhi -110001. The trust is formed mainly inter alia for the purpose of having and holding the trust property solely and exclusively for and on behalf of and for the benefit of the beneficiaries of the trust.

BUSINESS MODEL/BUSINESS OVERVIEW AND STRATEGY

JCPL Life was incorporated on November 21, 2016 and is inter alia engaged in the business of making holding and nurturing investments in life sciences businesses.

JCPL Life has its 100% subsidiary namely SSB Consultants & Management Services Private Limited.

JCPL Life has an associate company namely Jubilant Stock Holding Private Limited.

Strategy

Pursuant to the scheme, JCPL Life will be amalgamated into and with the Transferee Company and shall be deemed to have been dissolved without winding up.

			BOARDOF DIRECTORS
Sr. No.	Name	Designation	Experience including current/past position held in other firms
1.	Mr. Takesh Mathur	Director	Mr. Takesh Mathur is a commerce graduate from Delhi University and a qualified Chartered Accountant from the Institute of Chartered Accountants of India. He is having vast experience in strategic planning and re- engineering of the work processes, merchant banking, mergers and acquisitions, and corporate finance. He is on the board of several companies. He has been appointed as Director of the Companyw.e.f. November 21,2016.
2.	Mr. Parveen Kumar Goyal	Director	Mr. Parveen Kumar Goyal, is a qualified Chartered Accountant from Institute of Chartered Accountants of India and having an experience of 20 years in the

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field of accounts and finance. He is a director in the Board of Several Companies. He has been appointed as Director of the Company w.e.f. November 21, 2016.

OBJECTS / RATIONALE OF THE SCHEME

Rationale for amalgamation of Transferor Companies into and with the Transferee Company:

The amalgamation of the Transferor Companies into and with the Transferee Company shall provide the below mentioned benefits:

• i) Presently, a significant portion of the promoters’ shareholding in the Transferee Company is held indirectly, through a multi tier structure. The proposed amalgamation would result in simplification and streamlining of the shareholding structure of the Transferee Company by elimination of shareholding tiers and simplification of a large part of indirect promoters shareholding into a clearer structure directly identifiable with the promoters;

• ii) Such a simplified direct holding structure is expected to bring greater transparency in the promoter’s shareholding and demonstrate promoter’s direct commitment and engagement with the Transferee Company, from the perspective of its shareholders; and

• iii) The proposed simplification of holding structure will also make it simpler for the Transferee Company to identify its ultimate beneficial owner for various applicable know your customer (KYC) requirements.

Rationale for demerger of the LSI Undertaking of the Demerged Company into the Resulting Company:

The benefits of demerger of the LSI Undertaking of the Demerged Company into the Resulting Company are:

• i) To create a separate, distinct and focussed entity housing the LSI Undertaking leading to greater operational efficiencies for the LSI undertaking;

• ii) To 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 also provide independence to the management in making decisions in their respective businesses;

• iii) To unlock the value for the shareholders of the Demerged Company which would enable optimal exploitation, monetization and development of both, Residual Undertaking and the LSI Undertaking by attracting focused investors 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) To enable 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

On implementation of the Scheme, there would neither be any change in the number of shares nor in the percentage shareholding of the promoters on an aggregate basis in the Transferee Company.

For further details, please refer the Scheme.

DETAILS OF MEANS OF FINANCE

Not Applicable

DETAILS AND REASONS FOR NON-DEPLOYMENT OR DELAY IN DEPLOYMENT OF PROCEEDS OR CHANGES IN UTILIZATION OF ISSUE PROCEEDS OF PAST PUBLIC ISSUES/RIGHTS ISSUES, IF ANY, OF THE COMPANY IN THE PRECEDING 10 YEARS

Not Applicable

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NAME OF MONITORING Not Applicable AGENCY, IF ANY

TERMS OF ISSUANCE OF CONVERTIBLE SECURITY, IF ANY Not Applicable

PRE-SCHEME SHAREHOLDING PATTERN

Sr. No.	Particulars	Number of shares	% holding of Pre-Scheme
1	Promoter and Promoter Group
��	SPB Trustee Company Private Limited & SS Trustee Company Private Limited (Jointly on behalf of Shyam Sunder Bhartia FamilyTrust)	58,57,488	100.00
��	Mr. Shyam Sunder Bhartia (On behalf of Shyam Sunder Bhartia FamilyTrust)	1	0.00
2	Public	-	-
	Total	58,57,489	100.00

AUDITED FINANCIALS

• I. The audited standalone financial information of the Company is provided below:

		_(_Rs. In Lakhs exceptper share data	_(_Rs. In Lakhs exceptper share data	_(_Rs. In Lakhs exceptper share data
Sr. No	Particulars	FY 2020	FY 2019	FY 2018
1	Income from operations(net)	-	-	-
2	Total Income	15.11	0.15	-
3	Net Profit /(Loss)before tax	8.20	-6.67	-4.87
4	Net Profit/ (Loss)after tax	8.20	-6.67	-4.87
5	EquityShare Capital	585.75	585.75	585.75
6	Reserves andSurplus	-580.55	-588.75	-582.08
7	Net worth1	5.20	-3.00	3.67
8	Basic&Diluted earningsper share2	0.14	-0.11	-0.17
9	Return on networth(%)3	157. 69	NM	NM
10	Net asset valueper share4	0.09	-0.05	0.06

NM � Not meaningful

Note:

1. Net worth is calculated as a sum of Equity Share Capital and Reserves & Surplus.

2. Basic & Diluted earnings per share is computed by dividing the profit for the year after tax by the weighted average number of equity shares outstanding during the year.

3. Return on net worth (%) is computed by dividing the net profit/ (loss) after tax by the net worth.

4. Net asset value per share is computed by dividing the net worth by the outstanding number of equity shares.

II. The audited consolidated financial information of the Company is provided below:

(Rs. In Lakhs except per share data)

Sr. No 1. 2. 3. 4.	Particulars	FY 2020	FY 2019	FY 2018
	Income from operations(net)	-	-	-
	Total income	2,064.44	659.68	671.41
	Net Profit/ (Loss)before tax	1,968.47	314.69	665.40
	Net Profit / (Loss) after tax, before share of profit on investment in Associate	1,968.47	314.69	665.40

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Sr. No	Particulars	FY 2020	FY 2019	FY 2018
5.	Share of Profit on Investment in Associate	3,463.84	1,255.25	8,568.45
6.	Net Profit / (Loss) after tax, after share of profit on investment in Associate	5,432.31	1,569.94	9,233.85
7.	Equity ShareCapital	585.75	585.75	585.75
8.	Reserves and Surplus	24,877.65	19,448.43	17,878.49
9.	Net worth1	25,463.40	20,034.18	18,464.24
10.	Basic & Diluted earningsper share2	92.74	26.80	325.05
11.	Return on networth(%)3	21.33	7.84	50.01
12.	Net asset valueper share4	434.71	342.03	315.22

Note:

1. Net worth is calculated as a sum of Equity Share Capital and Reserves & Surplus.

2. Basic & Diluted earnings per share is computed by dividing the profit for the year after tax by the weighted average number of equity shares outstanding during the year.

3. Return on net worth (%) is computed by dividing the net profit/ (loss) after tax, after share of profit on investment in Associate by the net worth.

4. Net asset value per share is computed by dividing the net worth by the outstanding number of equity shares.

INTERNAL RISK FACTORS

The Scheme is subject to receipt of shareholder approval, National Company Law Tribunal (NCLT) order etc. Since upon effectiveness of the Scheme, JCPL Life will be amalgamated into and with the Transferee Company, and shall be deemed to have been dissolved without winding up, this information is not applicable.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION

• A. Total number of outstanding litigations against the Company and amount involved- NIL

• B. Brief details of top 5 material outstanding litigations against JCPL Life and amount involved

NATURE OF LITIGATION	NO. OF CASES	AMOUNT INVOLVED (IN INR)
Civilproceedings	NIL	NIL
Criminalproceedings	NIL	NIL
Tax matters	NIL	NIL
Labour	NIL	NIL

• C. Regulatory Action, if any, disciplinary action taken by SEBI or stock exchanges against the Promoters in last 5 financial years –

• including outstanding action, if any

SEBI had, vide its Adjudication Order (AO) dated January 31, 2018, inter alia, imposed a penalty of Rs. 10,00,000/- (Rupees Ten Lakh only) on Mr. Shyam Sunder Bhartia and Others for alleged violation of Regulation 3 of the erstwhile SEBI (Prohibition of Insider Trading) Regulations, 1992 read with Regulation 12 of the SEBI (Prohibition of Insider Trading) Regulations, 2015. An appeal was filed against the AO before SAT, Mumbai on April 24, 2018. SAT has, vide its order dated November 7, 2019, disposed of the appeal upholding the penalty as imposed by the AO along with interest. The Penalty as imposed has been paid along with interest and hence the matter has been closed.

• D. Brief details of outstanding criminal proceedings against Promoter - NIL

ANY OTHER IMPORTANT INFORMATION OF THE COMPANY NIL

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DECLARATION BY THE COMPANY

We hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the SEBI, established under Section 3 of the SEBI Act, 1992 as the case may be, have been complied with and no statement made in this Disclosure Document is contrary to the provisions of the Companies Act, 2013, the SEBI Act, 1992 or rules made or guidelines or regulations issued there under, as the case may be. We further certify that all statements in the Disclosure Document are true and correct.

For JCPL Life Science Ventures and Holdings Private Limited

PARVEEN Digitally signed by PARVEEN KUMAR KUMAR GOYAL Date: 2020.06.22 GOYAL 18:28:06 +05'30'

Name: Parveen Kumar Goyal Designation: Director

Date: June 22, 2020 Place: Noida, Uttar Pradesh

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Annexure - 28

435

Disclosure Document of JSPL Life Science Services and Holdings Private Limited

This is a disclosure document (“Disclosure Document”) prepared in connection with the Composite Scheme of Arrangement involving HSB Corporate Consultants Private Limited (“Transferor Company 1”) and Jubilant Stock Holding Private Limited (“Transferor Company 2”) and SSB Consultants & Management Services Private Limited (“Transferor Company 3”) and JCPL Life Science Ventures and Holdings Private Limited (“Transferor Company 4”) and JSPL Life Science Services and Holdings Private Limited (the “Company” or “JSPL Life” or “Transferor Company 5”) and Jubilant Life Sciences Limited (“Transferee Company” or “JLL” or “Demerged Company”) and Jubilant LSI Limited (“JLSIL” or “Resulting Company”) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as the “Scheme”).

This document is prepared to comply with the requirements of Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, as amended, and in accordance with the disclosures required to be made in the format specified for Disclosure Document in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, to the extent applicable.

THIS DISCLOSURE DOCUMENT CONTAINS 7 PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.

JSPL Life Science Services and Holdings Private Limited is an unlisted company. The equity shares of the Transferee Company are listed on BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”) (hereinafter collectively referred as “ Stock Exchanges ”).

Pursuant to the Scheme, it is proposed to amalgamate the Transferor Company 1, Transferor Company 2, Transferor Company 3, Transferor Company 4 and Transferor Company 5 (together hereinafter referred to as “ Transferor Companies ”) in to and with the Transferee Company and following the amalgamation, demerger of the life science ingredients business (“ LSI Undertaking ”) of the Transferee Company and vesting of the same with the Resulting Company, on a going concern basis.

As there is no issue of equity shares to the public at large, the requirements with respect to General Information Document (GID) are not applicable to this Disclosure Document.

You may also download the Disclosure Document along with the Scheme and other relevant documents from the websites of the Transferee Company (www.jubl.com) and BSE (www.bseindia.com) or NSE (www.nseindia.com), the Stock Exchanges where the equity shares of the Transferee Company are listed.

This Disclosure Document dated June 22, 2020 should be read together with the Scheme and the notice sent to the shareholders of the Transferee Company

JSPL Life Science Services and Holdings Private Limited

Registered and Corporate Office:	Registered and Corporate Office:	Plot 1A, Sector 16A, Gautam Buddha Nagar, Noida-201 301, Uttar Pradesh,India	Plot 1A, Sector 16A, Gautam Buddha Nagar, Noida-201 301, Uttar Pradesh,India	Plot 1A, Sector 16A, Gautam Buddha Nagar, Noida-201 301, Uttar Pradesh,India	Plot 1A, Sector 16A, Gautam Buddha Nagar, Noida-201 301, Uttar Pradesh,India
Contact Person:	Mr. Parveen KumarGoyal		Telephone:	0120-7186286
**E-mail: **	corporate.enpro@jepl.com	Website:	Not Available	CIN:	U74999UP2016PTC087691

NAMES OF PROMOTER OF THE COMPANY

HSB Trustee Company Private Limited & HS Trustee Company Private Limited (Jointly on behalf of Hari Shanker Bhartia Family Trust) And

Mr. Hari Shanker Bhartia (Holding 20 (Twenty) Equity Shares on behalf of Hari Shanker Bhartia Family Trust)

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SCHEME DETAILS, LISTING AND PROCEDURE

Scheme Details:

The Scheme is pursuant to the provisions of Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 (" Act "), as may be applicable, and in compliance with Sections 2(1B), 2(19AA) and other provisions of the Income-Tax Act, 1961 as applicable and other applicable laws, for the amalgamation of the Transferor Companies into and with the Transferee Company and following the amalgamation, demerger of the LSI Undertaking of the Transferee Company and vesting of the same with the Resulting Company, on a going concern basis .

Pursuant to the effectiveness of the Scheme and with effect from the merger appointed date, the Transferor Companies shall stand amalgamated and all their respective assets, liabilities, rights and obligations, as applicable, be transferred and vested in the Transferee Company, on a going concern basis without any requirement of a further act or deed so as to become as and from the merger appointed date, the assets, liabilities, interest and obligations, as applicable of the Transferee Company.

Further, on merger of Transferor Company 1, Transferor Company 2 and Transferor Company 3 with and into the Transferee Company, the number of equity shares held by them in the Transferee Company as on merger record date, shall be issued by the Transferee Company to the Transferor Company 4 and Transferor Company 5 in proportion to their respective shareholding in Transferor Company 1, Transferor Company 2 and Transferor Company 3, as applicable. Further, on merger of Transferor Company 4 and Transferor Company 5 with and into the Transferee Company, the number of equity shares held by them in the Transferee Company as on merger record date, shall be issued by the Transferee Company to the shareholders of Transferor Company 4 and Transferor Company 5 respectively. As a result, there will be no change in the paid-up and issued share capital of the Transferee Company.

Upon the Scheme becoming effective and with effect from the demerger appointed date, the LSI Undertaking of the Demerged Company shall stand demerged and be transferred to and vested in the Resulting Company on a going concern basis without any requirement of any further act, instrument or deed so as to become as and from the demerger appointed date, the undertaking of the Resulting Company, and to vest into the Resulting Company, all the Assets, Intellectual Property, Liabilities, rights, title, interest or obligations of the LSI Undertaking therein.

Further, on demerger of the LSI Undertaking from the Demerged Company to the Resulting Company, the Resulting Company shall issue and allot such number of equity shares to the shareholders of the Demerged Company as held by them on the demerger record date.

For further details, please refer the Scheme.

Listing:

Not applicable

Procedure:

Not applicable

ELIGIBILITY FOR THE ISSUE

The eligibility criteria of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, relating to initial public offering of shares are not applicable.

INDICATIVE TIMETABLE

The Disclosure Document is issued pursuant to the Scheme.

GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk. Specific attention of the readers is invited to the sections titled " Scheme Details, Listing and Procedure " and " Internal Risk Factors " on pages 2 and 6 respectively of this Disclosure Document.

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K N Gutgutia & Company, Chartered Accountants (Firm’s Registration No. 304153E)

NAME OF THE STATUTORY AUDITOR

PROMOTERS OF THE COMPANY

A) HSB Trustee Company Private Limited & HS Trustee Company Private Limited. (On behalf of Hari Shanker Bhartia Family Trust)

HSB Trustee Company Private Limited (HSBTCPL) , a company incorporated on January 18, 2013 bearing CIN no. U74120UP2013PTC054727, is engaged to carry on the activities of a trustee to various Bodies Corporate, Individuals, Funds, Trust etc. The registered office of the company is located at Sector-16A, Plot No.1A Noida, Gautam Buddha Nagar, Uttar Pradesh 201301.

HS Trustee Company Private Limited (HSTCPL) , a company incorporated on January 18, 2013 bearing CIN no. U74120UP2013PTC054723, is engaged to carry on the activities of a trustee to various Bodies Corporate, Individuals, Funds, Trust etc. The registered office of the company is located at Sector-16A, Plot No.1A Noida, Gautam Buddha Nagar, Uttar Pradesh 201301.

B) Mr. Hari Shanker Bhartia (On behalf of Hari Shanker Bhartia Family Trust),

Mr. Hari Shanker Bhartia one of promoters of the Company, is the co-chairman and Managing Director of Jubilant Bhartia Group (“ Jubilant Group ”), headquartered in Noida. Jubilant Group has presence in diverse sectors like pharmaceuticals, drug discovery services and life sciences ingredients, performance polymers, food service (QSR), automobile, retail and consulting in aerospace and oilfield services. Jubilant Group has three (3) companies listed on stock exchanges viz., Jubilant Life Sciences Limited, Jubilant Foodworks Limited and Jubilant Industries Limited.

HSBTCPL & HSTCPL act as trustees on behalf of Hari Shanker Bhartia Family Trust. Hari Shanker Bhartia Family Trust – was registered on February 22, 2013 having its office address at 9[th] Floor, 18-20, Kasturba Gandhi Marg, New Delhi 110001. The trust is formed mainly inter alia for the purpose of having and holding the trust property solely and exclusively for and on behalf of and for the benefit of the beneficiaries of the trust.

BUSINESS MODEL/BUSINESS OVERVIEW AND STRATEGY

JSPL Life was incorporated on November 15, 2016 and is inter alia engaged in the business of making holding and nurturing investments in life sciences businesses.

JSPL Life has its 100% subsidiary namely HSB Corporate Consultants Private Limited

JSPL Life has an associate company namely Jubilant Stock Holding Private Limited

Strategy

Pursuant to the scheme, JSPL Life will be amalgamated into and with the Transferee Company and shall be deemed to have been dissolved without winding up.

			BOARD OF DIRECTORS
Sr. No.	Name	Designation	Experience including current/past position held in other firms
1.	Mr. Takesh Mathur	Director	Mr. Takesh Mathur is a commerce graduate from Delhi University and a qualified Chartered Accountant from the Institute of Chartered Accountants of India. He is having vast experience in strategic planning and re- engineering of the work processes, merchant banking, mergers and acquisitions, and corporate finance. He is on the board of several companies. He has been appointed as director of the Companyw.e.f. November 15,2016
2.	Mr. Parveen Kumar Goyal	Director	Mr. Parveen Kumar Goyal, is a qualified Chartered Accountant from the Institute of Chartered Accountants of India and having an experience of 20 years in the

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field of accounts and finance. He is a director in the Board of several companies. He has been appointed as director of the Company w.e.f. November 15, 2016.

OBJECTS / RATIONALE OF THE SCHEME

Rationale for amalgamation of Transferor Companies into and with the Transferee Company:

The amalgamation of the Transferor Companies into and with the Transferee Company shall provide the below mentioned benefits:

• i) Presently, a significant portion of the promoters’ shareholding in the Transferee Company is held indirectly, through a multi tier structure. The proposed amalgamation would result in simplification and streamlining of the shareholding structure of the Transferee Company by elimination of shareholding tiers and simplification of a large part of indirect promoters’ shareholding into a clearer structure directly identifiable with the promoters;

• ii) Such a simplified direct holding structure is expected to bring greater transparency in the promoter’s shareholding and demonstrate promoter’s direct commitment and engagement with the Transferee Company, from the perspective of its shareholders; and

• iii) The proposed simplification of holding structure will also make it simpler for the Transferee Company to identify its ultimate beneficial owner for various applicable know your customer (KYC) requirements.

Rationale for demerger of the LSI Undertaking of the Demerged Company into the Resulting Company:

The benefits of demerger of the LSI Undertaking of the Demerged Company into the Resulting Company are:

• i) To create a separate, distinct and focussed entity housing the LSI Undertaking leading to greater operational efficiencies for the LSI undertaking;

• ii) To 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 also provide independence to the management in making decisions in their respective businesses;

• iii) To unlock the value for the shareholders of the Demerged Company which would enable optimal exploitation, monetization and development of both, Residual Undertaking and the LSI Undertaking by attracting focused investors 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) To enable 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

On implementation of the Scheme, there would neither be any change in the number of shares nor in the percentage shareholding of the promoters on an aggregate basis in the Transferee Company.

For further details, please refer to Scheme.

DETAILS OF MEANS OF FINANCE

Not Applicable

DETAILS AND REASONS FOR NON-DEPLOYMENT OR DELAY IN DEPLOYMENT OF PROCEEDS OR CHANGES IN UTILIZATION OF ISSUE PROCEEDS OF PAST PUBLIC ISSUES/RIGHTS ISSUES, IF ANY, OF THE COMPANY IN THE PRECEDING 10 YEARS Not Applicable

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NAME OF MONITORING Not Applicable AGENCY, IF ANY

TERMS OF ISSUANCE OF CONVERTIBLE SECURITY, IF ANY Not Applicable

PRE-SCHEME SHAREHOLDING PATTERN

Sr. No.	Particulars	Number of shares	% holding of Pre-Scheme
1	Promoter and Promoter Group
��	HSB Trustee Company Private Limited & HS Trustee Company Private Limited (Jointly on behalf of Hari Shanker Bhartia FamilyTrust)	89,45,408	100.00
��	Mr. Hari Shanker Bhartia (On behalf of HariShanker Bhartia FamilyTrust)	20	0.00
2	Public	-	-
	Total	89,45,428	100.00

AUDITED FINANCIALS

• I. The audited standalone financial information of the Company is provided below:

		(Rs. In Lakhs except per share data)	(Rs. In Lakhs except per share data)	(Rs. In Lakhs except per share data)
Sr. No	Particulars	FY 2020	FY 2019	FY 2018
1	Income from operations(net)	-	-	-
2	Total Income	15.14	0.15	-
3	Net Profit/ (Loss)before tax	8.95	-5.26	-5.06
4	Net Profit /(Loss)after tax	8.95	-5.26	-5.06
5	Equity ShareCapital	894.54	894.54	894.54
6	Reserves and Surplus	-887.47	-896.43	-891.17
7	Networth1	7.07	-1.89	3.37
8	Basic & Diluted earningsper share2	0.10	-0.06	-0.20
9	Return on networth(%)3	126.59	NM	NM
10	Net assetvalueper share4	0.08	-0.02	0.04

NM � Not meaningful

Note:

1. Net worth is calculated as a sum of Equity Share Capital and Reserves & Surplus.

2. Basic & Diluted earnings per share is computed by dividing the profit for the year after tax by the weighted average number of equity shares outstanding during the year.

3. Return on net worth (%) is computed by dividing the net profit/ (loss) after tax by the net worth.

4. Net asset value per share is computed by dividing the net worth by the outstanding number of equity shares.

II. The audited consolidated financial information of the Company is provided below:

(Rs. In Lakhs except per share data)

Sr. No	Particulars	FY 2020	FY 2019	FY 2018
1.	Income from operations(net)	-	-	-
2.	Total Income	1,819.04	568.92	586.95
3.	Net Profit /(Loss)before tax	1,632.67	123.17	580.79

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Sr. No	Particulars	FY 2020	FY 2019	FY 2018
4.	Net Profit / (Loss) after tax, before share of profit on investment in Associate	1,632.67	123.17	580.79
5.	Share ofprofit on investment in Associate	3,463.84	1,255.25	8,568.45
6.	Net Profit / (Loss) after tax, after share of profit on Investment in Associate	5,096.51	1,378.42	9,149.24
7.	EquityShare Capital	894.54	894.54	894.54
8.	Reserves andSurplus	23,647.76	18,554.33	17,175.91
9.	Networth1	24,542.30	19,448.87	18,070.45
10.	Basic & Diluted earningsper share2	56.97	15.41	362.39
11.	Return on networth(%)3	20.77	7.09	50.63
12.	Net asset valueper share4	274.36	217.42	202.01

Note:

1. Net worth is calculated as a sum of Equity Share Capital and Reserves & Surplus.

2. Basic & Diluted earnings per share is computed by dividing the profit for the year after tax by the weighted average number of equity shares outstanding during the year.

3. Return on net worth (%) is computed by dividing the net profit/ (loss) after tax, after share of profit on investment in Associate by the net worth.

4. Net asset value per share is computed by dividing the net worth by the outstanding number of equity shares.

INTERNAL RISK FACTORS

The Scheme is subject to receipt of shareholder approval, National Company Law Tribunal (NCLT) order etc. Since upon effectiveness of the Scheme, JSPL Life will be amalgamated into and with the Transferee Company and shall be deemed to have been dissolved without winding up, this information is not applicable.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION

• A. Total number of outstanding litigations against the Company and amount involved- NIL

• B. Brief details of top 5 material outstanding litigations against JSPL Life and amount involved

NATURE OF LITIGATION	NO. OF CASES	AMOUNT INVOLVED (IN INR)
Civilproceedings	NIL	NIL
Criminalproceedings	NIL	NIL
Tax matters	NIL	NIL
Labour	NIL	NIL

• C. Regulatory Action, if any, disciplinary action taken by SEBI or stock exchanges against the Promoters in last 5 financial years including outstanding action, if any:

SEBI had, vide its Adjudication Order (AO) dated January 31, 2018, inter alia, imposed a penalty of Rs. 10,00,000/- (Rupees Ten Lakh only) on Mr. Hari Shanker Bhartia and Others for alleged violation of Regulation 3 of the erstwhile SEBI (Prohibition of Insider Trading) Regulations, 1992 read with Regulation 12 of the SEBI (Prohibition of Insider Trading) Regulations, 2015. An appeal was filed against the AO before SAT, Mumbai on April 24, 2018. SAT has, vide its order dated February 7, 2019, disposed of the appeal upholding the penalty as imposed by the AO along with interest. The Penalty as imposed has been paid along with interest and hence the matter has been closed.

• D. Brief details of outstanding criminal proceedings against Promoter - NIL

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ANY OTHER IMPORTANT INFORMATION OF THE COMPANY NIL

DECLARATION BY THE COMPANY

We hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the SEBI, established under Section 3 of the SEBI Act, 1992 as the case may be, have been complied with and no statement made in this Disclosure Document is contrary to the provisions of the Companies Act, 2013, the SEBI Act, 1992 or rules made or guidelines or regulations issued there under, as the case may be. We further certify that all statements in the Disclosure Document are true and correct.

For JSPL Life Science Services and Holdings Private Limited

PARVEE Digitally signed N by PARVEEN KUMAR GOYAL KUMAR Date: 2020.06.22 18:29:29 +05'30' GOYAL Name: Parveen Kumar Goyal Designation: Director

Date: June 22, 2020 Place: Noida, Uttar Pradesh

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Annexure - 29

443

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ARUN Digitally signed by ARUN KUMAR KUMAR SHARMA Date: 2020.06.22 SHARMA 13:52:20 +05'30' ������������������ ��������

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Notes

Notes

JUBILANT LIFE SCIENCES LIMITED

Route map of the venue for the NCLT Convened Meeting of Equity Shareholders

Day : Saturday Date : August 8, 2020 Time : 11:00 a.m. Venue : Registered Office Bhartiagram, Gajraula, District Amroha - 244 223, Uttar Pradesh

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL ALLAHABAD BENCH

In the matter of Companies Act, 2013

And

In the matter of Sections 230-232, read with Section 66 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

And

IN THE MATTER OF HSB CORPORATE CONSULTANTS PRIVATE LIMITED …..Applicant Co. No. 1/ “Transferor Company” And JUBILANT STOCK HOLDING PRIVATE LIMITED ..… Applicant Co. No. 2/ “Transferor Company 2” And SSB CONSULTANTS & MANAGEMENT SERVICES PRIVATE LIMITED …..Applicant Co. No. 3/ “Transferor Company 3” And JCPL LIFE SCIENCE VENTURES AND HOLDINGS PRIVATE LIMITED …..Applicant Co. No. 4/ “Transferor Company 4” And JSPL LIFE SCIENCE SERVICES AND HOLDINGS PRIVATE LIMITED …..Applicant Co. No. 5/ “Transferor Company 5” And

HSB CORPORATE CONSULTANTS PRIVATE LIMITED

JUBILANT STOCK HOLDING PRIVATE LIMITED

JUBILANT LIFE SCIENCES LIMITED

JUBILANT LSI LIMITED

…..Applicant Co. No. 6/ “Transferee Company/Demerged Company” And …..Applicant Co. No. 7/ “Resulting Company” And

their respective Shareholders and Creditors

JUBILANT LIFE SCIENCES LIMITED

(CIN: L24116UP1978PLC004624)

A Company incorporated under the provisions of the Companies Act, 1956, having its Registered Office at Bhartiagram, Gajraula, District Amroha-244223, Uttar Pradesh, India……… Applicant No. 6/ “Transferee Company/Demerged Company”

MEETING OF THE EQUITY SHAREHOLDERS

FORM NO. MGT-11

PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

1.	Name of the Equity Shareholder
2.	Registered Address
3.	E-mail ID
4.	Folio No./ DP ID/ Client ID

I/We being Equity Shareholder(s) holding _____ equity shares of the Applicant Company No. 6/“Transferee Company/Demerged Company”, hereby appoint:

1.	Name: .......................................................................................... E-mail ID: ................................................................................................
	Address: ..........................................................................................................................................................................................................
	...................................................................................................... Signature ..................................................................................................
	Or, failing him/her,
2.	Name: .......................................................................................... E-mail ID: ................................................................................................
	Address: ..........................................................................................................................................................................................................
	...................................................................................................... Signature ..................................................................................................
	Or, failing him/her,
3.	Name: .......................................................................................... E-mail ID: ................................................................................................
	Address: ..........................................................................................................................................................................................................
	...................................................................................................... Signature ..................................................................................................

As my/our proxy to attend and vote for me/ us and on my/ our behalf at the Meeting of the Equity Shareholders of the Applicant Company No. 6/ “Transferee Company/Demerged Company”, convened as per the directions of the National Company Law Tribunal, Allahabad Bench pursuant to Order dated June 9, 2020, as corrected by Order dated June 15, 2020 passed in Company Application No. 101/ALD/2020 to be held on Saturday, August 8, 2020 at 11:00 a.m. at its registered office at Bhartiagram, Gajraula, District Amroha-244223, Uttar Pradesh, India and at any adjournment thereof in respect of the resolution as is indicated below:

Sr. No.	Particulars of Resolution	Vote (Optional) (Pleaseput a(√ ) mark)	Vote (Optional) (Pleaseput a(√ ) mark)
		For	Against
1.	Resolution for approval of the Composite Scheme of Arrangement between HSB Corporate Consultants Private Limited, Jubilant Stock Holding Private Limited, SSB Consultants & Management Services Private Limited, JCPL Life Science Ventures and Holdings Private Limited, JSPL Life Science Services and Holdings Private Limited, Jubilant Life Sciences Limited and Jubilant LSI Limited and their respective shareholders and creditors under sections 230-232 and other applicable provisions of the Companies Act,2013.
Signed this __ day of __2020. Signature of Equity Shareholder ____ Signature of Proxy ___		Afx Revenue Stamp of Re. 1

Notes:

1. This Form of Proxy is applicable only to those equity shareholders who have not voted, and do not wish to vote, through the e-voting facility or Postal Ballot Facility. A proxy need not be a member of the Company.

2. This Form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the Applicant Company No. 6/ “Transferee Company/Demerged Company” not later than 48 hours before the commencement to the Meeting.

3. It is optional to indicate your voting ‘preference’. If you leave the ‘For’ or ‘against’ column blank, your proxy will be entitled to vote in the manner as he/she may deem appropriate.

4. In case the Equity Shareholder is an entity, the duly completed Proxy Form should be accompanied by a certified copy of the Board Resolution/Authority and preferably with attested specimen signature(s) of the duly authorized signatory(ies) giving requisite authority to the Proxy holder.

5. Please paste a Re 1/- Revenue Stamp in the space provided. Signature of member should be across the Revenue stamp of Re.1.

6. *Applicable for members holding Shares in dematerialized form.

JUBILANT LIFE SCIENCES LIMITED CIN: L24116UP1978PLC004624 Registered Office: Bhartiagram, Gajraula, District Amroha-244223, Uttar Pradesh, India, Tel. +91-5924-267200 Email ID: E SCiEnCES limitEd Jubil investors@jubl.com, Website: ant liFE SCiEnCES limitEd Jub www.jubl.com MEETING OF THE EQUITY SHAREHOLDERS ATTENDANCE SLIP (Please complete this attendance slip and hand over at the entrance of the meeting venue) ~~nCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SC~~ Name and Address of the Equity Shareholder

• DP ID/ Client ID No. ** Regd. Folio No. No. of Shares held Full name of Proxy / Authorized Representative

bilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd I/We hereby record my / our presence at the Meeting of the Equity Shareholders of Applicant Company No. 6/“Transferee Company/ bilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEdbilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Demerged Company”, convened as per the directions of the National Company Law Tribunal, Allahabad Bench, pursuant to bilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd the Order dated June 9, 2020, as corrected by Order dated June 15, 2020 passed in Company Application No. 101/ALD/2020 bilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd bilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd being held on Saturday, August 8, 2020 at 11:00 a.m. at its registered office at Bhartiagram, Gajraula, District Amroha-244223, bilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Uttar Pradesh, India.

____________ Signature of Equity Shareholder / Proxy/ Authorised Representative

• bilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd NOTES: bilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd bilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEdbilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd 1. Equity Shareholder / proxy / authorized representative needs to furnish duly signed ‘Attendance Slip’ along with a valid bilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEdbilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd identity proof such as PAN card, Passport, Aadhaar card or Driving License to enter the Meeting hall. bilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd bilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd 2. Equity Shareholder / Proxy / authorized representative is requested to bring his / her copy of the Notice for reference at the bilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEdbilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd meeting. bilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd bilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd 3. Equity Shareholders are informed that in case of joint holders attending the meeting, only such joint holder whose name bilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEdbilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd stands first in the Register of Members of Jubilant Life Sciences Limited in respect of such joint holding will be entitled to bilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd vote.

• Applicable for Equity Shareholder holding Shares in Demat form. ** Applicable for Equity Shareholder holding Shares in Physical form.

ELECTRONIC VOTING PARTICULARS ~~nCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SCiEnCES limitEd Jubilant liFE SC~~ EVEN USER ID PASSWORD (Electronic Voting Event Number)

JUBILANT LIFE SCIENCES LIMITED (CIN : L24116UP1978PLC004624)

Registered Office: Bhartiagram, Gajraula, District Amroha - 244 223, Uttar Pradesh, India Phone: +91-5924-267200; E-mail: investors@jubl.com; Website: www.jubl.com