Kansai Nerolac Paints — M&A Activity 2020

Sep 29, 2020

Page 1 of 64

29th September, 2020

• 1. Corporate Relationship Department BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001.
• 1. Manager Listing National Stock Exchange of India Ltd. Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051.

Sub.: Notice to the Unsecured Creditors of Kansai Nerolac Paints Limited under Section 230 (3) of the Companies Act, 2013

Ref.: 1. Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 2. Scrip Codes : BSE - 500165, NSE - KANSAINER

Dear Sirs,

This is in furtherance of our intimation dated 18th September, 2020, whereby we had intimated to you that pursuant to an order dated 21st February, 2020, in Company Scheme Application No. 4110 of 2019 read with the order dated 4th September, 2020, in Company Application No. 1023 of 2020 passed by the National Company Law Tribunal, Mumbai Bench ("NCLT"/"Tribunal") (collectively referred to as the "Orders"), a meeting of the Equity Shareholders of Kansai Nerolac Paints Limited ("the Applicant Company") will be convened on Tuesday, 20th October, 2020 at 12:00 p.m. (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM), for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Merger by Absorption amongst Marpol Private Limited, Perma Construction Aids Private Limited with Kansai Nerolac Paints Limited on a going concern basis under the provisions of Sections 230 to 232 of the Companies Act, 2013 and other relevant provisions of the Act and rules framed thereunder ("the Act") ("Scheme").

Please note that in pursuance of the said Orders and as directed therein, a notice alongwith the Explanatory Statement under Sections 230, 232 and 102 of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 inter alia including the Scheme, has been issued to the Unsecured Creditors of the Applicant Company as required under Section 230(3) of the Act. The same is enclosed herewith in terms of the provisions of Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Please take the above submission on record.

For KANSAI NEROLAC PAINTS LIMITED

G T GOVINDARAJAN Digitally signed by G T GOVINDARAJAN Date: 2020.09.29 14:24:43 +05'30'

G. T. GOVINDARAJAN COMPANY SECRETARY

Encl: As above

Page 2 of 64

KANSAI NEROLAC PAINTS LIMITED

Registered Office: 'Nerolac House', Ganpatrao Kadam Marg, Lower Parel, Mumbai 400013, Maharashtra. Tel.: +91-22-24934001 • Fax: +91-22-24936296 • Website: www.nerolac.com Investors Relations Email ID: investor@nerolac.com • Corporate Identity Number (CIN): L24202MH1920PLC000825

NOTICE TO THE UNSECURED CREDITORS OF KANSAI NEROLAC PAINTS LIMITED AS PER THE DIRECTIONS OF THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH

Sr.No.	Contents	Page Nos.
1.	Notice to the Unsecured Creditors of Kansai Nerolac Paints Limited underthe provisions of Sections 230 - 232 and other relevant provisions of theCompanies Act 2013 read with Rule 6 of the Companies (Compromises,Arrangements and Amalgamations) Rules, 2016 and any amendmentsthereto or re-enactments thereof.	3-4
2.	Explanatory Statement under Section 230, 232 and 102 of the CompaniesAct, 2013 read with Rule 6 of the Companies (Compromises, Arrangementsand Amalgamations) Rules, 2016.	5-26
3.	SchemeofMergerbyabsorptionofMarpolPrivateLimited,Perma Construction Aids Private Limited with Kansai Nerolac PaintsLimited on a going concern basis and their respective shareholders andcreditors under Section 230 to 232 and other applicable provisions of theCompanies Act, 2013.	27-51
4.	The Reports adopted by the Board of Directors of Kansai Nerolac PaintsLimited, Marpol Private Limited and Perma Construction Aids Private Limitedpursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013.	52-57
5.	UnauditedFinancialStatementofKansaiNerolacPaintsLimited,Marpol Private Limited and Perma Construction Aids Private Limited for theperiod ended June 30, 2020.	58-63

Page 3 of 64

Blank Page

Page 4 of 64

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

MUMBAI BENCH

C.A.(CAA)/4110 /MB/2019

In the matter of the Companies Act, 2013;

And

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

And

In the matter of Scheme of Merger by Absorption amongst Marpol Private Limited ("Transferor Company No. 1"); Perma Construction Aids Private Limited ("Transferor Company No. 2");

With

Kansai Nerolac Paints Limited ("the Transferee Company").

Kansai Nerolac Paints Limited, a company incorporated under the Indian Companies Act, 1913 having its registered office at Nerolac House, Ganpatrao Kadam Marg, Lower Parel, Mumbai-400013, Maharashtra.

CIN: L24202MH1920PLC000825 …Applicant Company /the Transferee Company in C.A.(C.A.A.)/4110/MB/2019

Page 5 of 64

NOTICE TO UNSECURED CREDITORS OF THE APPLICANT COMPANY UNDER SECTION 230 (3) OF THE COMPANIES ACT, 2013

To

The Unsecured Creditors of Kansai Nerolac Paints Limited

NOTICE is hereby given that by an order dated 21st February, 2020, in Company Scheme Application No. 4110 of 2019 read with the order dated 4th September, 2020, in Company Application No. 1023 of 2020 ("collectively referred to as the "Orders"), the National Company Law Tribunal, Mumbai Bench ("NCLT" or "Tribunal") has dispensed with convening a meeting of the unsecured creditors of the Applicant Company for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Merger by Absorption amongst Marpol Private Limited ("Transferor Company No. 1"), Perma Construction Aids Private Limited ("Transferor Company No. 2") (Transferor Company No. 1 and Transferor Company No. 2 are collectively referred to as "the Transferor Companies") with Kansai Nerolac Paints Limited ("the Applicant Company" / "the Transferee Company") on a going concern basis under the provisions of Sections 230 to 232 of the Companies Act, 2013 ("the Act" ("Scheme").

In pursuance of the said Orders and as directed therein, a meeting of the equity shareholders of the Applicant Company ("Tribunal Convened Meeting") will be held through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") on Tuesday, 20th October, 2020 at 12.00 p.m. (IST) for approving the Scheme.

Further, in pursuance of the said Orders and as directed therein, this notice is being issued to the Unsecured Creditors of the Applicant Company as required under Section 230(3) of the Act. A copy of the Scheme, the Explanatory Statement under Sections 230, 232 and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, along with the enclosures as indicated in the Index, are enclosed herewith. A copy of this notice and the accompanying documents will be placed on the website of the Company viz. www.nerolac.com and will also be available on the website of BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com.

You are hereby informed that representations, if any, in connection with the proposed Scheme may be made to the Tribunal within thirty (30) days from the date of receipt of this notice. Copy of the representation may simultaneously be sent to the concerned Applicant Company.

In case no representation is received within the stated period of thirty (30) days, it shall be presumed that you have no representation to make on the proposed Scheme.

For Kansai Nerolac Paints Limited

P. P. Shah Chairman DIN : 00066242

Date: 11th September, 2020 Place: Mumbai Registered Office: Nerolac House, Ganpatrao Kadam Marg, Lower Parel, Mumbai-400 013, Maharashtra. Tel: +91-22-24934001 Fax: +91-22-24936296

Page 6 of 64

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

MUMBAI BENCH

C.A.(CAA)/4110 /MB/2019

In the matter of the Companies Act, 2013;

And

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

And

In the matter of Scheme of Merger by Absorption amongst Marpol Private Limited ("Transferor Company No. 1"); Perma Construction Aids Private Limited ("Transferor Company No. 2");

With

Kansai Nerolac Paints Limited ("the Transferee Company").

Kansai Nerolac Paints Limited, a company incorporated under the Indian Companies Act, 1913 having its registered office at Nerolac House, Ganpatrao Kadam Marg, Lower Parel, Mumbai-400013, Maharashtra.

CIN: L24202MH1920PLC000825 …Applicant Company/ the Transferee Company in C.A.(C.A.A.)/4110/MB/2019

Page 7 of 64

THE EXPLANATORY STATEMENT UNDER SECTIONS 230, 232 AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016, TO THE UNSECURED CREDITORS OF THE APPLICANT COMPANY

• 1. Pursuant to the order dated 21st February, 2020, in Company Scheme Application No. 4110 of 2019 read with the order dated 4th September, 2020, in Company Application No. 1023 of 2020 ("collectively referred to as the "Orders"), passed by the National Company Law Tribunal, Mumbai Bench ("NCLT"), the NCLT has dispensed with holding and convening the meeting of the unsecured creditors of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without modification(s), Scheme of Merger by Absorption amongst Marpol Private Limited ("Marpol"/"Transferor Company No. 1"), Perma Construction Aids Private Limited ("Perma"/"Transferor Company No. 2") **(**Transferor Company No. 1 and Transferor Company No. 2 are collectively referred to as "the Transferor Companies") with Kansai Nerolac Paints Limited ("Nerolac"/"the Transferee Company"/ "the Applicant Company") and their respective shareholders and creditors on a going concern basis, under the provisions of Sections 230 to 232 of the Companies Act, 2013 ("the Act") and other relevant provisions of the Act and rules framed thereunder ("Scheme").
• 1. This statement is being furnished as required under Sections 230(3), 232(1) and (2) and 102 of the Act, read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (the "Amalgamation Rules").
• 1. In pursuance of the said Orders and as directed therein, a meeting of the equity shareholders of the Applicant Company ("Tribunal Convened Meeting") will be held through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") on Tuesday, 20th October, 2020 at 12.00 p.m. (IST) for approving the Scheme.
• 1. The Scheme provides for merger by absorption of Marpol Private Limited and Perma Construction Aids Private Limited with Kansai Nerolac Paints Limited in accordance with Section 2(1B) of the Income Tax Act, 1961 ("Amalgamation") with effect from 1st July, 2019 ("Appointed Date").

5. BACKGROUND OF THE COMPANIES

5.1. Kansai Nerolac Paints Limited ("Nerolac"/"Transferee Company"/"Applicant Company")

Particulars	Details
Corporate Identification Number(CIN)	L24202MH1920PLC000825
Permanent Account Number (PAN)	AAACG1376N
Date of Incorporation	September 2, 1920
Type of Company	Listed Public Limited Company. The equityshares of the Company are listed on the BSELimited and the National Stock Exchange ofIndia Limited.

5.1.1. Corporate Details of Nerolac

Page 8 of 64

Particulars	Details
Registered Office Address	NerolacHouse,GanpatraoKadamMarg,
	Lower Parel, Mumbai, 400013, Maharashtra
Details of change of Name, Registered
Office and Objects of the Company	Not Applicable
during the last five years
E-mail Address	gtgovindarajan@nerolac.com
Relationship with the Parties to the	Nerolac is the holding company of Marpol and
Scheme	Perma. Perma and Marpol are wholly owned
	subsidiaries of Nerolac.

5.1.2. Share Capital of Nerolac

• The pre-scheme share capital of Nerolac as on June 30, 2020 is as under:

Particulars	Amount (Rs.)
Authorised Share Capital
60,00,00,000 Equity Shares of Re. 1 each	60,00,00,000
Total	60,00,00,000
Issued, Subscribed and Paid-up Share Capital
53,89,19,720 Equity Shares of Re. 1 each	53,89,19,720
Total	53,89,19,720

• Subsequent to June 30, 2020, there has been no change in the authorised, issued, subscribed and paid-up share capital of Nerolac.
  • The pre-scheme equity shareholding pattern of Nerolac as on June 30, 2020 is as under:

Sr.No.	Name of the EquityShareholder(s)	Pre-Amalgamation as onJune 30, 2020
		No. of EquityShares held	% to Paidup ShareCapital
A	ShareholdingPatternofthePromoter & Promoters Group
(A1)	Individuals / Hindu undividedFamily	–	–
(A2)	Body Corporate	40,41,35,898	74.99%
	Total Shareholding of Promoter &Promoters Group A =(A1+A2) andPromoters group	40,41,35,898	74.99%
B	Public Shareholdings
(B1)	Institutions	8,66,04,260	16.07%
	Sub Total B1	8,66,04,260	16.07%
(B2)	Central Government/StateGovernment(s)/Presidents ofIndia	–	–
(B3)	Non-Institutions	4,81,79,562	8.94%
	Sub-total B3	4,81,79,562	8.94%
	Total Public Shareholding (B)=B1+B2+B3	13,47,83,822	25.01%
	Total Shareholding (A+B)	53,89,19,720	100.00

Page 9 of 64

5.1.3. Business and Objects of Nerolac

• Nerolac is principally engaged in the manufacturing of paints.
  • The main objects of Nerolac are specified under the heading A- Main Object of the Company to be pursued by the Company on its incorporation under Clause III of the Memorandum of Association of Nerolac. A few of the main objects as stated in the Memorandum of Association of Nerolac are as under:
• (a) To acquire and take over as a going concern the business now carried on at Naigaum, Mumbai, under the style or firm of American Paint & Varnish Co., and all or any of the assets and liabilities of the proprietor of that business in connection therewith and with a view thereto to enter into an Agreement with A.T. Mirza in the terms of the draft a copy whereof has for the purpose of identification been subscribed by F.E. Dinshaw, an Attorney of the Bombay High Court, and to carry the same into effect with or without modification.
• (b) To manufacture white lead, red lead, litharge, orange mineral, linseed oil and to purchase and sell the same, to manufacture, buy and sell paints, varnishes, oils, colours, enamels, mortar and cement, stains and coatings, water-proof coatings and compound, dyes, glue, putty, chemicals for making colour, paint brushes and other supplies for painters.
• (c) To buy, sell, import, export, manipulate, prepare for market and deal in merchandise of all kinds and generally to carry on business as merchants, importers and exporters.
• (c1) To carry on the business of manufacturing and selling of pigments, Pigment Emulsions, Dispersions, Binder Materials, Thickners, Chemicals, Dyes and Manures.
• (c2) To carry on all or any of the business of metal founders, workers, converters and merchants, miners, smelters, metallurgists, mechanical electrical and general engineers, planters, farmers, graziers, stockmen, dairymen, ship and other vessel owners, charterers and builders, ship-brokers, managers of shipping property, shippers, bargemen, lightermen, carriers by sea and land, railway and forwarding agents, bonded and common carmen, freight contractors, insurance brokers, provision merchants and preservers, ice merchants, refrigerating storekeepers, warehouseman, wharfingers, dock owners and commission merchants, and any other trade or business whatsoever which can in the opinion of the Company by advantageously or

Page 10 of 64

conveniently carried on by the Company by way of extension of or in connection with any such business as aforesaid, or is calculated directly or indirectly to develop any branch of the Company's business or to increase the value of or turn to account any of the Company's Assets, property or rights.

(c3) To carry on business as manufacturers of, and dealers in, chemical, biochemical, industrial and other preparations and articles, dyes, chemicals, acids, alkalies, colours, glues, gums, pasters, organic or mineral intermediates, compositions, paint and colour grinders, preparatory articles of all kinds, laboratory reagents, and to carry on the business of chemists and oil and colourmen.

5.2. Marpol Private Limited ("Marpol" / "Transferor Company No. 1")

5.2.1.Corporate Details of Marpol
---------------------------------------	--

Particulars	Details
Corporate Identification Number (CIN)	U24222GA1983PTC000532
Permanent Account Number (PAN)	AACCM2018D
Date of Incorporation	April 5, 1983
Type of Company	Private Limited Company
Registered Office Address	Panandiker Chambers,1st Floor, M.L. Furtado Road, Margao, Goa -403601
Details of change of Name, RegisteredOffice and Objects of the Companyduring the last five years	Not Applicable
E-mail Address	marpol@marpolind.com
Relationship with the Parties to theScheme	Marpol is a wholly owned subsidiary ofNerolac.

5.2.2. Share Capital of Marpol

• The pre-scheme share capital of Marpol as on June 30, 2020 is as under:

Particulars	Amount (Rs)
Authorised Share Capital
50,00,000 Equity Shares of Rs. 10 each	5,00,00,000
Total	5,00,00,000
Issued, Subscribed and Paid-up Share Capital
29,95,200 Equity Shares of Rs. 10/- each	2,99,52,000
Total	2,99,52,000

• Subsequent to June 30, 2020, there has been no change in the authorised, issued, subscribed and paid-up share capital of Marpol. The entire paid up share capital of Marpol is held by Nerolac

Page 11 of 64

• The pre-scheme shareholding pattern of Marpol as on June 30, 2020 is as under:

Sr. No.	Name of Shareholder(s)	No. of Shares	% of Paid upShare Capital
A.	Kansai Nerolac Paints Limited	29,95,199	100%
B.	Kansai Nerolac Paints Limited jointlyheld with Mr. Prashant Devidas Pai	1	–
	TOTAL (A+B)	29,95,200	100%

• Post Scheme share capital and shareholding pattern of Marpol is not required as Marpol is getting merged with Nerolac.

5.2.3. Business and Objects of Marpol

• Marpol is principally engaged in manufacture of powder coatings.
  • The main object of Marpol as specified under the heading A- Main Object of the Company to be pursued by the Company on its incorporation under Clause III (A) of the Memorandum of Association of the Company is as under:
    • 1. To manufacture, mix, buy, sell, refine, prepare, import, export and carry on the business in Alkyd Resins, Acrylic Resins, Polyester Resins, Polyurethane, Silicone, Fluropolymer, Polycarbonate, Isocynate Alkyds, Power coating Paints, Epoxies, Acrylics, epoxy Polyester Paints, electrophoretic paints, highsolid coating, water bourne coatings, water reductible coatings and non-aqueous dispersions.
    • 1. To buy, manufacture, mix, self-refine, prepare, import, export and to carry on any business in minerals, methylated and rectified spirits, dry or other colours, raw materials, pigments, dyes, paints, synthetic paints and thinners, coloured or other cements, varnishes, synthetic resins, enamels, lacquers, distempers, disinfectants, oil, wood preservative, fruit or vegetable or other preservatives, printings and marking inks, polishes, crayons, powers, electroplating, abrasive and its chemicals, she dressing, greases, vasilines, creams, glue, gelatin, and other glue preparations.
    • 1. To refine, sell, mix, prepare for market, import, export and manufacture, prepare and extract, all kinds of turpentine including Canada turpentine from fine larchfir, pistachio and other trees and to prepare various oils, chemicals, drugs and different other products from the same.
    • 1. To manufacture, produce, refine, process, formulate, buy, sell, export, import or otherwise deal in all types of heavy and light chemical

Page 12 of 64

elements and compounds, including without limiting the generality of the foregoing, laboratory, and scientific chemicals. If any nature used or capable of being used in the paint industry, agricultural chemicals, fertilisers, petro-chemicals, industrial chemicals or any mixtures, derivatives and compounds thereof and its deal in all types of chemicals, pharmaceuticals and biological preparations, drugs, vaccines, injections, acids, alcohols, wine or wine syrups, cordials, mineral waters, liquors, soaps, restorative tonics, antiseptic, antiseptic cotton and dressing and other allied products any by-products thereof.

1. To carry on the business as manufacturers and dealers in pharmaceutical, medical, chemical, industrial and other preparative and articles, compounds, oils, paints, pigments and varnishes, drugs, dyeware and dealers in proprietary articles of all kinds of electrical, chemicals, photographical, surgical and scientific apparatus and materials.

5.3. Perma Construction Aids Private Limited ("Perma" / "Transferor Company No. 2")

Particulars	Details
Corporate Identification Number (CIN)	U45201GJ1997PTC032104
Permanent Account Number (PAN)	AABCP4353K
Date of Incorporation	April 11, 1997
Type of Company	Private Limited Company
Registered Office Address	Unit-II Plot No. 3102, GIDC Sarigam,Valsad, Gujarat-396155
Details of change of Name, RegisteredOffice and Objects of the Companyduring the last five years	Not Applicable
E-mail Address	info@permaindia.com
Relationship with the Parties to theScheme	Perma is a wholly owned subsidiary ofNerolac.

5.3.1. Corporate Details of Perma

5.3.2. Share Capital of Perma

• The pre-scheme share capital of Perma as on June 30, 2020 is as under:

Particulars	Amount (Rs)
Authorised Share Capital
15,00,000 Equity Shares of Rs. 10 each	1,50,00,000
Total	1,50,00,000
Issued, Subscribed and Paid-up Share Capital
9,90,000 Equity Shares of Rs. 10/- each	99,00,000
Total	99,00,000

Page 13 of 64

• Subsequent to June 30, 2020, there has been no change in the authorised, issued, subscribed and paid-up share capital of Perma. The entire paid up share capital of Perma is held by Nerolac.
  • The pre-scheme shareholding pattern of Perma as on June 30, 2020 is as under:

Sr.No.	Name of Shareholder(s)	No. of Shares	% of Paid upShare Capital
A.	Kansai Nerolac Paints Limited	9,89,999	100%
B.	Kansai Nerolac Paints Limitedjointly held with Mr. PrashantDevidas Pai	1	–
	TOTAL (A+B)	9,90,000	100%

• Post Scheme share capital and shareholding pattern of Perma is not required as Perma is getting merged with Nerolac.

5.3.3. Business and Objects of Perma

• Perma is principally engaged in the business of construction chemicals.
  • The main objects of Perma as specified under the heading A- Main Object of the Company to be pursued by the Company on its incorporation under Clause III (A) of the Memorandum of Association of the Company are as under:
• 1. To carry on the business of processing, converting, producing, manufacturing, formulating, using, buying, acquiring, storing, packing, selling, marketing, transporting, importing, exporting and disposing of chemicals including, integral water proofing compounds of concrete and mortar, crystalline based water proof coatings for concrete structures, elastomeric water proof coatings, plasticizers, non shrink grouts for machine foundation, repair, compounds based on acrylic and styrene butadiene rubber, water repellent coatings, polymer tile fixing adhesives epoxy floor toppings and coatings, polyurethane toppings and coatings and ancillary chemicals and compounds, on our behalf and on behalf of others, contracting for jobs applying above items, construction chemicals and chemical products of any nature and kind whatsoever and all allied and auxiliary products, derivatives, formulations, processes, bye-products and joint-products, construction activity, resins for fibre glass industry bitumen emulsion.

6. RATIONALE OF THE SCHEME AND BENEFITS TO COMPANY, MEMBERS, CREDITORS AND OTHERS

The Scheme of Merger by Absorption will provide benefits of synergy, economies of scale, growth and expansion.

7. SALIENT FEATURES OF THE SCHEME:

The salient features of the Scheme are as follows -

" 3**. VESTING OF ASSETS:**

• 3.1. With effect from the Appointed Date, the entire business and undertaking of Marpol and Perma including all their properties and assets (whether movable or immovable, tangible or intangible) of whatsoever nature, such as licenses, lease, tenancy rights, if any, and all other rights, title, interest, contracts, powers or benefits of every kind, nature and descriptions whatsoever shall, under the provisions of Sections 230 to 232 of the Act and pursuant to the orders of the NCLT sanctioning this Scheme and without further act, instrument or deed, but subject to the securities, mortgages, charges, encumbrances or liens, if any, existing as on the Effective Date be transferred and / or deemed to be transferred to and vested in Nerolac so as to become the properties and assets of Nerolac.
  • 3.2. However, in respect of such of the assets of Marpol and Perma as are movable in nature or are otherwise capable of transfer by manual delivery, they shall be physically handed over by manual delivery or endorsement and delivery. The same may be so transferred by Marpol and Perma, without requiring any deed or instrument or conveyance for the same and shall become the property of Nerolac to the end and intent that the ownership and property therein passes to Nerolac on such handing over, which would take place on the Effective Date or thereafter on a date as may be decided by the Board of Directors of Nerolac.

4. TRANSFER OF LIABILITIES

4.1. With effect from the Appointed Date, all debts, liabilities, duties and obligations of Marpol and Perma as on the close of business on the date immediately preceding the Appointed Date, whether or not provided for in the books of Marpol and Perma and all other liabilities of Marpol and Perma which may arise or accrue on or after the Appointed Date upto the Effective Date, but which relate to the period on or upto the Appointed Date shall under the provisions of sections 230 to 232 of the Act and pursuant to the Orders of the NCLT sanctioning this Scheme and without any further act or deed, be transferred or deemed to be transferred to and vested in and be assumed by Nerolac, so as to become as from the Appointed Date, the debts, liabilities, duties and obligations of Nerolac on the same terms and conditions as were applicable to Marpol and Perma, Provided however that any charges, mortgages and/ or encumbrances shall be confined only to the relative assets of Marpol and Perma or part thereof on or over which they are subsisting on transfer to and vesting of such assets in Nerolac and no such charges, mortgages, and/or encumbrances shall be enlarged or extend over or apply to any other asset(s) of Nerolac. Any reference in any security documents or arrangements (to which Marpol and Perma are parties) to any assets of Marpol and Perma shall be so construed to the end and intent that such

Page 15 of 64

security shall not extend, nor be deemed to extend, to any of the other asset(s) of Nerolac and Nerolac shall not be obliged to create any further or additional security.

4.2. For the removal of doubt, it is clarified that to the extent that there are deposits, obligations, balances or other outstanding's as between Marpol, Perma and Nerolac, the obligations in respect thereof shall come to an end and there shall be no liability in that behalf and corresponding effect shall be given in the books of account and records of Nerolac for the reduction of such assets or liabilities, as the case may be, and there would be no accrual of interest or any other charges in respect of such deposits or balances, with effect from the Appointed Date.

5. LEGAL PROCEEDINGS

5.1. If any suits, actions and proceedings of whatsoever nature (hereinafter referred to as the "Proceedings") by or against Marpol and Perma are pending on the Effective Date, the same shall not abate or be discontinued nor in any way be prejudicially affected by reason of the amalgamation of Marpol and Perma with Nerolac or anything contained in the Scheme, but the Proceedings may be continued and enforced by or against Nerolac as effectually and in the same manner and to the same extent as the same would or might have continued and enforced by or against Marpol and Perma, in the absence of the Scheme.

6. CONTRACTS AND DEEDS

• 6.1. All contracts, deeds, bonds, agreements, arrangements, incentives, licences, engagements, registrations and other instruments of whatsoever nature to which Marpol and Perma are parties or to the benefit of which Marpol and Perma may be eligible, and which have not lapsed and are subsisting on the Effective Date, shall remain in full force and effect against or in favour of Nerolac, as the case may be, and may be enforced by or against Nerolac as fully and effectually as if, instead of Marpol and Perma, Nerolac had been a party or beneficiary thereto.
• 6.2. Nerolac shall, if and to the extent required by law, enter into and/or issue and/or execute deeds, writings or confirmations, to give formal effect to the provisions of this Clause and to the extent that Marpol and Perma are required prior to the Effective Date to join in such deeds, writings or confirmations, Nerolac shall be entitled to act for and on behalf of and in the name of Marpol and Perma.

7. SAVING OF CONCLUDED TRANSACTIONS

7.1. The transfer of the assets and liabilities of Marpol and Perma under Clauses 3 and 4 above, the continuance of Proceedings under Clause 5 above and the effectiveness of contracts and deeds under Clause 6 above, shall not affect any transaction or Proceedings already concluded by Marpol and Perma on or before the Effective Date, to the end and intent that Nerolac accepts and adopts all acts, deeds and things done and executed by Marpol and Perma in respect thereto, as if done and executed on its behalf.

Page 16 of 64

8. EMPLOYEES

• 8.1. All the employees of Marpol and Perma in service on the Effective Date shall, on and from the Effective Date, become the employees of Nerolac without any break or interruptions in their service and upon the terms and conditions not less favourable than those on which they were engaged on the Effective Date.
• 8.2. With regard to provident fund and gratuity fund or any other special funds or schemes created or existing for the benefit of such employees (hereinafter referred to as the "said Funds") of Marpol and Perma, upon the Scheme becoming effective, Nerolac shall stand substituted for Marpol and Perma for all purposes whatsoever relating to the administration or operation of such schemes or funds in relation to the obligations to make contributions to the said Funds in accordance with the provisions of such schemes or funds in the respective Trust Deeds or other documents.

9. CONDUCT OF BUSINESS TILL EFFECTIVE DATE

With effect from the Appointed Date and upto and including the Effective Date:

• 9.1. Marpol and Perma shall be deemed to have been carrying on and shall carry on their respective business and activities and shall be deemed to have held and stood possessed of and shall hold and stand possessed of all of their respective assets for and on account of, and in trust for Nerolac and all profits or dividends or other rights accruing to Marpol and Perma and all taxes thereof, or losses arising or incurred by them, relating to such investments, shall, for all intent and purpose, be treated as the profits, dividends, taxes or losses, as the case maybe, of Nerolac.
• 9.2. Marpol and Perma shall carry on their respective business and activities with reasonable diligence, business prudence and shall not (without the prior written consent of Nerolac) alienate, charge, mortgage, encumber or otherwise deal with or dispose of their respective undertaking or any part thereof, except in the ordinary course of business.
• 9.3. All the profits or income, taxes (including advance tax and tax deducted at source) or any costs, charges, expenditure accruing to Marpol and Perma or expenditure or losses arising or incurred or suffered by Marpol and Perma shall for all purposes be treated and be deemed to be and accrue as the profits, taxes, incomes, costs, charges, expenditure or losses of Nerolac, as the case may be.
• 9.4. Marpol and Perma shall not vary the terms and conditions of service of their respective employees except in the ordinary course of their business.
• 9.5. On and after the Appointed Date and until the Effective Date, Marpol and Perma shall not without the prior written consent of the Board of Directors of Nerolac:
• (i) except as contemplated under this Scheme, issue or allot any further securities, either by way of rights or bonus or otherwise; or
  • (ii) utilize, subject to Clause 10.1 below, the profits, if any, for any purpose including of declaring or paying any dividend.

Page 17 of 64

• 9.6. It is clarified that all taxes payable by Marpol and Perma, relating to the transferred undertaking, from the Appointed Date onwards including all or any refunds and claims shall, for all purposes, be treated as the tax liabilities or refunds and claims of Nerolac.
• 9.7. This Scheme has been drawn up to comply with and fall within the definition and conditions relating to "Amalgamation" as specified under Section 2(1B) and other applicable provisions of the Income Tax Act, 1961, as amended. If any terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the said Sections of the Income Tax Act, 1961, at a later date, including resulting from amendment of law or for any other reason whatsoever, the Scheme shall stand modified / amended / altered to the extent determined necessary to comply with and fall within the definition and conditions relating to "Amalgamation" as specified in the Income Tax Act, 1961. In such an event, the Clauses which are inconsistent shall be read down or if the need arises be deemed to be deleted and such modification/ reading down or deemed deletion shall however not affect the other parts of the Scheme.
• 9.8. Upon the Scheme becoming effective, Nerolac is expressly permitted and shall be entitled to revise its financial Statements and Returns along with prescribed Forms, fillings and annexures under the Income Tax Act, 1961, as amended, (including for minimum alternate tax purposes and tax benefits) GST law and other tax laws, and to claim refunds and/or credits for taxes paid (including minimum alternate tax), and to claim tax benefits under the Income Tax, 1961 etc. and for matters incidental thereto, if required to give effect to the provisions of this Scheme.
• 9.9. Marpol and Perma, shall preserve and carry on their respective businesses and activities with reasonable diligence and business prudence and shall not undertake any additional financial commitments of any nature whatsoever, borrow any amounts nor incur any other liabilities or expenditure, issue any additional guarantees, indemnities, letters of comforts or commitments for themselves or any third party or sell, transfer, alienate, charge, mortgage or encumber or deal with the undertaking or any part thereof save and except in each case in the following circumstances:
• (a) If the same is in their ordinary course of business as carried on by both as on the date of filing this Scheme with the NCLT; or
• (b) If the same is permitted by this Scheme; or
• (c) If the same is permitted by a written consent of the Board of Directors of Nerolac; or
• (d) If the same is pursuant to any pre-existing obligations undertaken by Marpol and Perma.
  • 9.10. Marpol and Perma shall not, without prior written consent of Nerolac, undertake any new Business.

Page 18 of 64

• 9.11.Marpol and Perma shall not, without prior written consent of Nerolac, take any major policy decisions in respect of the management of either Marpol or Perma and for the business of either companies and shall not change their present capital structure.
• 9.12.Marpol and Perma shall co-operate with Nerolac for smooth transfer of the businesses and undertakings from Marpol and Perma to Nerolac and any of respective Directors of Marpol and Perma and any Directors of Nerolac shall be empowered to give effect to the Scheme in all aspects as may be necessary or expedient including settling any question or difficulties arising in relation to the Scheme in such manner as they deem fit to attain the objective of this Scheme and their decision in this regard shall be final and binding.

10. DIVIDENDS

• 10.1. Marpol, Perma and Nerolac shall be entitled to declare and pay dividends, whether interim or final, to their respective shareholders in respect of the accounting period prior to the Appointed Date. The dividend, if any, shall be declared by Marpol and Perma only with the prior written consent of the Board of Directors of Nerolac, as mentioned in Clause 9.5 above.
• 10.2.Subject to the provisions of the Scheme, the profits of Marpol and Perma, for the period beginning from the Appointed Date, shall belong to and be the profits of Nerolac and will be available to Nerolac for being disposed of in any manner as it thinks fit.
• 10.3.It is clarified that the aforesaid provisions in respect of declaration of dividends are enabling provisions only and shall not be deemed to confer any right on any member of Marpol and/or Perma and/or Nerolac to demand or claim any dividends which, subject to the provisions of the said Act, shall be entirely at the discretion of the Board of Directors of Nerolac, subject to such approval of the shareholders, as may be required.

11. CONSIDERATION:

11.1. As the entire Paid up Equity Share Capital of Marpol and Perma is held by Nerolac, upon the Scheme becoming effective the entire paid up Equity Share Capital of Marpol and Perma shall stand automatically cancelled and there will not be any issue and allotment of shares of Nerolac.

12. DISSOLUTION OF MARPOL AND PERMA

On the Scheme becoming effective, Marpol and Perma shall stand dissolved without being wound up without any further act by the parties."

8. APPROVALS AND SUPPORTING DOCUMENTS

8.1. The Board of Directors of Nerolac, Marpol and Perma at their respective meetings held on 29th July, 2019, 25th July, 2019 and 26th July, 2019, have unanimously approved the

Page 19 of 64

Scheme. Further, in compliance with provisions of Section 232(2)(c) of the Act, the Board of Directors of Nerolac, Marpol and Perma have adopted a report, inter alia, explaining the effect of the Scheme on each class of shareholders, promoters and non-promoter shareholders and key managerial personnel. Copy of the report adopted by the Board of Directors is attached to the notice.

• 8.2. In accordance with the Paragraph 7 of SEBI circular bearing No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 ("SEBI Circular"), Nerolac has filed the draft of the Scheme with BSE Limited and the National Stock Exchange of India Limited for the purpose of disclosures and BSE Limited and the National Stock Exchange of India Limited shall disseminate the scheme documents on their respective websites.
• 8.3. The certificate is issued by the Statutory Auditor of Nerolac to the effect that the accounting treatment, proposed in the Scheme is in conformity with the applicable Accounting Standards/ Indian Accounting Standards prescribed under the Act read with relevant rules. The auditor's certificate stated above is available for inspection on the website of the Company i.e. www.nerolac.com.
• 8.4. Notice under Section 230(5) of the Act is being given to/filed with the Central Government through the office of Regional Director, Registrar of Companies and Income Tax Authorities in respect of all Companies and Official Liquidator in case of Marpol and Perma for their representation/approval to the Scheme.
• 8.5. The Scheme is being filed with the Registrar of Companies in terms of the requirement under Section 232(2)(b) of the Act.
• 8.6. On the Scheme being approved by the requisite majority of the shareholders of the respective companies involved in the Scheme as per the requirement of Section 230 of the Act, all the Companies will file petitions with the NCLT at Mumbai and NCLT at Ahmedabad respectively for sanction of the Scheme.

9. DIRECTORS, PROMOTERS AND KEY MANAGERIAL PERSONNEL

• 9.1. None of the Directors, Promoters, Key Managerial Personnel (as defined under the Act and rules formed thereunder) of Nerolac, Marpol, Perma and their respective relatives (as defined under the Act and rules formed thereunder) and Promoters, have any financial interest, material or otherwise, in the Scheme except to the extent of shares held by them in the Applicant Company. The effect of the Scheme on the interests of the Directors, Promoters and Key Managerial Personnel and their relatives and Promoters, is not different from the effect of the Scheme on other shareholders of Nerolac.
• 9.2. The details of the Directors, Key Managerial Personnel and Promoters of Nerolac, Marpol and Perma along with the shareholding as on June 30, 2020 are as follows: -

9.2.1. Kansai Nerolac Paints Limited:

• Directors details:

Sr.	Name of	Designation/ Date of	Address	No. of	No. of	No. of
No.	Directors	Appointment/ Age		Shares inNerolac	Shares inMarpol	Sharesin Perma
1.	Mr. PradipPanalal Shah(DIN-00066242)	Designation– Chairman(IndependentDirector)Date of appointment30-01-2007(appointed as anindependent directorwith effect from30th January, 2015,in terms of theCompanies Act,2013)	72A EmbassyApartments, 7thFloor, NapeanSea Road,Mumbai-400006,Maharashtra	Nil	Nil	Nil
		Age-67 years
2.	Mr. HarishchandraMeghraj Bharuka(DIN-00306084)	Designation - ViceChairman andManaging DirectorDate of appointment01-04-2001Age-60 years	A-11. TwinTowersPremises CHSLtd, Off VeerSavarkar Marg,Prabhadevi,Mumbai-400025Maharashtra	Nil	Nil	Nil
3.	Mr. Noel Naval	Designation -	55 Windmere,	Nil	Nil	Nil
	Tata(DIN-00024713)	Independent DirectorDate of appointment27-10-2007(appointedas an independentdirector with effectfrom 30th January,2015, in termsof the CompaniesAct, 2013)	5th Floor, CuffeParade, Colaba,Mumbai-400005,Maharashtra
4.	Mr. Anuj Jain	Age-63 yearsDesignation -	B-207, Nestle 1,	13,560	Nil	Nil
	(DIN-08091524)	Executive DirectorDate of appointment01-04-2018Age-51years	P.B.Marg, NearDeepak Talkies,Lower Parel,Mumbai-400 013
5.	Mr. HitoshiNishibayashi(DIN-03169150)	Designation -Non ExecutiveDirectorDate of appointment29-07-2019Age-57years	7-6-14 Okamoto,Higashinada-Ku,,Hyogo-Ken, Kobe6580072, Japan	Nil	Nil	Nil
6.	Ms. Sonia Singh(DIN-07108778)	Designation -Independent DirectorDate of appointment-29-07-2019Age-56 years	2007 North,the Imperial,B.B. NakasheMarg, Tardeo,Mumbai-400034	Nil	Nil	Nil

Page 21 of 64

Sr.No.	Name ofDirectors	Designation/ Date ofAppointment/ Age	Address	No. ofShares inNerolac	No. ofShares inMarpol	No. ofSharesin Perma
7.	Mr. S. Takahara(DIN-08736626)	DesignationNon-ExecutiveDirectorDate of appointment07-05-2020Age-61 years	5-10, Nougaya,Machida-shiTokyo-1950053,Japan	Nil	Nil	Nil
8.	Mr. T. Tomioka(DIN-08736654)	DesignationNon-ExecutiveDirectorDate of appointment07-05-2020Age-48 years	2-1488-3,Owada-Cho,Minuma-Ku,Saitama-Shi,Saitama3370053, Japan	Nil	Nil	Nil

• Key Managerial Personnel details:

Sr.No.	Name of Key ManagerialPersonnel#	Designation	No. ofSharesin Nerolac	No. ofSharesinMarpol	No. ofSharesinPerma
1.	Mr. Harishchandra MeghrajBharuka	Vice Chairman andManaging Director	Nil	Nil	Nil
2.	Mr. Anuj Jain	Executive Director	13,560	Nil	Nil
3.	Mr. Prashant Devidas Pai	Chief Financial Officer	Nil	1*	1*
4.	Mr. G.T. Govindarajan	Company Secretary	Nil	Nil	Nil

* Shares jointly held with Kansai Nerolac Paints Limited

# Key Managerial Personnel in terms of Section 203 of the Companies Act, 2013

• Promoters details:

Sr.No.	Name of Promoter	Address	No. ofShares inNerolac	No. ofShares inMarpol	No. ofShares inPerma
1.	Kansai Paint Co. Ltd.,Japan	6 - 14, Imabashi 2- Chome, Chuo-Ku,Osaka 541 – 8523,Japan	40,41,35,898	Nil	Nil

9.2.2. Marpol Private Limited:

• Directors details:

Sr.No.	Name of Directors	Designation/ Dateof Appointment/Age	Address	No. ofShares inNerolac	No. ofShares inMarpol	No. ofSharesin Perma
1.	Mr. Rohit RamchandraPai Panandiker(DIN-00559055)	DesignationDirectorDate of appointment24-09-2010Age-51 years	H. No: 262,MinguelLoyola FurtadoRoad, Margao403601, Goa	Nil	Nil	-Nil
2.	Mr. Prashant Devidas Pai(DIN-08115481)	Designation -DirectorDate of appointment20.04.2018Age-57 years	A/206,Vrindavan,V M GhanekarRoad, Vile ParleEast Mumbai400057,Maharashtra	Nil	1*	1*
3.	Mr. G.T. Govindarajan(DIN-08105268)	DesignationDirectorDate of appointment07.04.2018Age-55 years	F-203, LloydsEstate, V.I.T.College Marg,Wadala East,Mumbai,400037,Maharashtra	Nil	Nil	Nil

*Shares jointly held with Kansai Nerolac Paints Limited

Marpol does not have Key Managerial Personnel in terms of Section 203 of the Companies Act, 2013.

• Promoters details:

Sr.No.	Name of Promoter(Holding Company)	Address	No. ofShares inNerolac	No. ofShares inMarpol	No. ofShares inPerma
1.	Kansai Nerolac PaintsLimited	Nerolac House, GanpatraoKadam Marg, Lower Parel,Mumbai- 400013	NA	29,95,199	9,89,999
2.	Kansai Nerolac PaintsLimited jointly held withMr. Prashant Devidas Pai	Nerolac House, GanpatraoKadam Marg, Lower Parel,Mumbai-400013andA/206, Vrindavan,	NA	1	1
		V M Ghanekar Road,Vile Parle East,Mumbai 400057.

9.2.3. Perma Construction Aids Private Limited:

• Directors details:

Sr.No.	Name ofDirectors	Designation/ Dateof Appointment/Age	Address	No. ofSharesinNerolac	No. ofShares inMarpol	No. ofShares inPerma
1.	Mr. CharlesJeyasinghAugustine(DIN-00350686)	Designation -DirectorDate of appointment11-04-1997Age-59 years	F-103, PrithviClassic, ModiPark, Iraniwadi,Road No-3Kandivali West,Mumbai 400067,Maharashtra	Nil	Nil	Nil
2.	Mr. MohammadAbdul Waheed(DIN-00352600)	Designation -DirectorDate of appointment11-04-1997Age-68 years	6-B/702, NeelamNagar,90 FeetRoad, Mulund East,Mumbai-400081,Maharashtra	Nil	Nil	Nil
3.	Mr. Anuj Jain(DIN-08091524)	Designation -DirectorDate of appointment25-04-2019Age-51 years	B-207, Nestle 1,P.B.Marg NearDeepak Talkies,Lower Parel,Mumbai 400 013	13,560	Nil	Nil
4.	Mr. PrashantDevidas Pai(DIN-08115481)	Designation -DirectorDate of appointment25-04-2019Age-57 years	A/206, Vrindavan,V M Ghanekar Road,Vile Parle EastMumbai 400057Maharashtra	Nil	1*	1*

* Shares jointly held with Kansai Nerolac Paints Limited

Perma does not have Key Managerial Personnel in terms of Section 203 of the Companies Act, 2013.

• Promoters details:

Sr.No.	Name of Promoter(Holding Company)	Address	No. ofShares inNerolac	No. ofShares inMarpol	No. ofShares inPerma
1.	Kansai Nerolac PaintsLimited	Nerolac House, GanpatraoKadam Marg, Lower Parel,Mumbai- 400013	NA	29,95,199	9,89,999
2.	Kansai Nerolac PaintsLimited jointly held withMr. Prashant Devidas Pai	Nerolac House, GanpatraoKadam. Marg, Lower Parel,Mumbai- 400013and	NA	1	1
		A/206, Vrindavan, V MGhanekar Road, Vile Parle East,Mumbai 400057.

• 1. The pre-Scheme shareholding pattern of Nerolac, Marpol and Perma is disclosed in para 9.2.1, 9.2.2 and 9.2.3 respectively, above. The post scheme shareholding pattern of Marpol and Perma is not applicable since both companies will get amalgamated with Nerolac. Also, the post Scheme shareholding pattern of Nerolac will not change since Scheme does not involve any issuance of new shares. The post Scheme issued and paid-up share capital of Nerolac will not change.
• 1. Statement disclosing further details of Amalgamation as per Section 230 (3) of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016 is as under:

Sr.No.	Particulars	Nerolac	Marpol	Perma
1.		Relationship subsisting between such companies
	Nature ofRelationship	Holding Companyof Marpol andPerma	Wholly Owned Subsidiaryof Nerolac	Wholly Owned Subsidiaryof Nerolac
2.		The date of board meeting at which the scheme was approved by the board of directorsincluding the name of directors who voted in favour of the resolution, who voted againstthe resolution and who did not vote or participate on such resolution
	Voting Pattern& Relatedinformation	The Board Meetings of Nerolac, Marpol and Perma were held on 29th July,2019, 25th July, 2019 and 26th July, 2019 respectively. All the directors presentin the Board Meetings, voted in the favour of the Scheme. (for details referclause nos. 12, 13 and 14)
3.		Disclosure about effect of the amalgamation on
	Key ManagerialPersonnel(KMP) (otherthan Directors)	No effect	ShallceasetobekeymanagerialpersonnelinMarpol	Shall cease to be keymanagerial personnel inPerma
	Directors	No effect	Shall cease to be Directorsin Marpol	Shall cease to be Directorsin Perma

Page 25 of 64

Sr.No.	Particulars	Nerolac	Marpol	Perma
	Promoters	No effect	NotApplicable,beingwholly owned subsidiary ofNerolac.	NotApplicable,beingwholly owned subsidiary ofNerolac.
	Non-PromoterMembers	No effect	Not Applicable	Not Applicable
	Deposit Holders	Not applicable	Not Applicable	Not Applicable
	Creditors	No effect	Creditors of Marpol wouldbecomecreditorsofNerolac and shall be paidoff in the ordinary course ofBusiness.Inter-company creditors, ifany would get cancelled.	Creditors of Perma wouldbecomecreditorsofNerolac and shall be paidoff in the ordinary courseof Business. Inter-companycreditors, if any would getcancelled
	DebentureHolders	Not Applicable	Not Applicable	Not Applicable
	Deposit Trustee& DebentureTrustee	Not Applicable	Not Applicable	Not Applicable
	Employeesofthe Company	No Effect	EmployeesofMarpolwillbecomeemployeesof Nerolac on the sameterms and conditions asare no less favourable thanexisting conditions withoutany interruption of serviceuponamalgamationwithNerolac.	EmployeesofPermawillbecomeemployeesof Nerolac on the sameterms and conditions asare no less favourable thanexisting conditions withoutany interruption of serviceuponamalgamationwithNerolac
4.		Personnel (KMP) and debenture trustee	Disclosure about effect of amalgamation on material interest of Directors, Key Managerial
	Nature of effect,if any	No material effectof amalgamation	Nomaterialeffectofamalgamation	Nomaterialeffectofamalgamation
5.		Details of capital or debt restructuring, if any
	Adjustmentof securitiespremiumaccount	Not Applicable	Not Applicable	Not Applicable.
6.			Amount due to unsecured Creditors as of June 30, 2020
		Rs. 2,35,58,25,987	Rs. 10,59,17,964	Rs. 2,55,60,634
7.			Investigation or proceedings, if any, pending against the company under Sections 235 to251 of the Companies Act 1956 and Sections 210 to 229 of the Act
		NIL	NIL	NIL

Page 26 of 64

1. Details of Directors of Nerolac who voted in favour / against / did not participate on resolution passed at the meeting of the Board of Directors of Nerolac held on 29th July, 2019 are given below:

Sr. No	Name of Director	Voted for theResolution	Voted Againstthe Resolution	Did not Vote orParticipate
1.	Mr. Pradip Panalal Shah	Yes	--	--
2.	Mr. Harishchandra MeghrajBharuka	Yes	--	--
3.	Mr. Noel Naval Tata	Yes	--	--
4.	Mr. Hidenori Furukawa	Yes	--	--
5.	Mr. Anuj Jain	Yes	--	--
6.	Mr. Hideshi Hasebe	Yes	--	--
7.	Mr. Hitoshi Nishibayashi	Yes	--	--
8.	Ms. Sonia Singh	Yes	--	--

1. Details of Directors of Marpol who voted in favour / against / did not participate on resolution passed at the meeting of the Board of Directors of Marpol held on 25th July, 2019 are given below:

Sr.No	Name of Director	Voted for theResolution	Voted Againstthe Resolution	Did not Vote orParticipate
1.	Mr. Rohit Ramchandra Pai Panandiker	Yes	–	–
2.	Mr. Prashant Devidas Pai	Yes	–	–
3.	Mr. G.T. Govindarajan	Yes	–	–

1. Details of Directors of Perma who voted in favour / against / did not participate on resolution passed at the meeting of the Board of Directors of Perma held on 26th July, 2019 are given below:

Sr.No	Name of Director	Voted for theResolution	Voted Againstthe Resolution	Did not Vote orParticipate
1.	Mr. Charles Jeyasingh Augustine	Yes	–	–
2.	Mr. Mohammad Abdul Waheed	Yes	–	–
3.	Mr. Anuj Jain	Yes	–	–
4.	Mr. Prashant Devidas Pai	Yes	–	–

15. INSPECTION OF DOCUMENTS

In addition to the documents annexed hereto, copies of the following documents shall be open for inspection in the website of the Company at www.nerolac.com

• a) Copy of the order passed by the National Company Law Tribunal, Mumbai Bench, in Company Scheme Application Nos. 4110 and 4111, dated 21st day of February, 2020;
• b) Copy of the order passed by the National Company Law Tribunal, Mumbai Bench, in Company Scheme Application No. 1023 of 202, dated 4th September, 2020;
• c) Copy of the orders passed by the National Company Law Tribunal, Ahmedabad Bench, in Company Scheme Application No. 7 of 2019, dated 16th March, 2020 and 18th March, 2020;

Page 27 of 64

• d) Memorandum of Association and Articles of Association of Nerolac, Marpol and Perma;
• e) Copy of the Company Scheme Application filed by Nerolac before the NCLT, Mumbai Bench bearing No. C.A.(CAA)/4110 /MB/2019;
• f) Copy of the Company Scheme Application filed by Marpol before the NCLT, Mumbai Bench bearing No. C.A.(CAA)/4111 /MB/2019;
• g) Copy of the Company Scheme Application filed by Perma before the NCLT, Ahmedabad Bench bearing No. C.A.(CAA) 7/230-232/NCLT/AHM/2020;
• h) Certified true copies of the resolutions passed by the Board of Directors of Nerolac, Marpol and Perma approving the Scheme at their respective meetings held on 29th July, 2019, 25th July, 2019 and 26th July, 2019 respectively;
• i) Annual reports of Nerolac of last 3 years; Annual reports of Marpol of last 2 years; Annual reports of Perma of last 1 year which includes the audited financial statements of Nerolac, Marpol and Perma as at 31st March, 2020;
• j) Pre-Scheme Net worth Certificate from Independent Chartered Accountants for Nerolac, Marpol and Perma and Post Scheme Net-Worth Certificate from Independent Chartered Accountant for Nerolac;
• k) Certificate issued by the Statutory Auditor of Nerolac with respect to the accounting treatment disclosed in the Scheme is in compliance with the applicable Accounting Standards/ Indian Accounting Standards; and
• l) Register of Directors' shareholding of Nerolac.

A copy of the Scheme, Explanatory Statement, may be downloaded from the website of the Applicant Company at www.nerolac.com.

For Kansai Nerolac Paints Limited

P.P. Shah Chairman DIN: 00066242

Date: 11th September, 2020 Place: Mumbai

Registered Office: Nerolac House, Ganpatrao Kadam Marg, Lower Parel, Mumbai-400 013, Maharashtra. Tel: +91-22-24934001 Fax: +91-22-24936296

Page 28 of 64

SCHEME OF AMALGAMATION OF

MARPOL PRIVATE LIMITED AND

PERMA CONSTRUCTION AIDS PRIVATE LIMITED

WITH

KANSAI NEROLAC PAINTS LIMITED

AND THEIR RESPECTIVE SHAREHOLDERS

(Under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013)

PREAMBLE

This Scheme of Amalgamation provides for the amalgamation of Marpol Private Limited (Marpol), a company incorporated under the provisions of the Companies Act, 1956 having its registered office at Panandiker Chambers, 1st Floor, M.L. Furtado Road, Margao, Goa - 403601 and Perma Construction Aids Private Limited (Perma) incorporated under the provisions of the Companies Act, 1956 having its registered office at Unit-II Plot No. 3102, GIDC Sarigam, Valsad, Gujarat - 396155 with Kansai Nerolac Paints Limited (Nerolac), a company incorporated under the provisions of the Indian Companies Act, 1913 having its registered office at Nerolac House, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400013, Maharashtra, pursuant to Sections 230 to 232 and other relevant provisions of the Companies Act, 2013.

(a) Marpol was incorporated on 5th April, 1983 under the name of Marpol Chemicals Private Limited and registered with the Registrar of Companies, Goa, Daman & Diu, Panaji, as a Private Limited Company. Thereafter on 6th November, 2001 its name was changed to its present name and a fresh Certificate of Incorporation was issued by the Registrar of Companies Goa, Daman & Diu, Panaji consequent upon change of name. Marpol's registered office is situated at Panandiker Chambers, 1st Floor, M.L. Furtado Road, Margao, Goa - 403601. The Corporate Identification Number of Marpol is U24222GA1983PTC000532. The PAN of Marpol is AACCM2018D. The e-mail address of Marpol is marpol@marpolind.com. Marpol has not changed its name or objects during the last five years.

The main object of Marpol as specified under the heading A- Main Object of the Company to be pursued by the Company on its incorporation under Clause III (A) of the Memorandum of Association of the Company is as under:

1. To manufacture, mix, buy, sell, refine, prepare, import, export and carry on the business in Alkyd Resins, Acrylic Resins, Polyester Resins, Polyurethane, Silicone, Fluropolymer, Polycarbonate, Isocynate Alkyds, Power coating Paints, Epoxies, Acrylics, epoxy Polyester Paints, electrophoretic paints, highsolid coating, water bourne coatings, water reductible coatings and non-aqueous dispersions.

Page 29 of 64

• 1. To buy, manufacture, mix, self-refine, prepare, import, export and to carry on any business in minerals, methylated and rectified spirits, dry or other colours, raw materials, pigments, dyes, paints, synthetic paints and thinners, coloured or other cements, varnishes, synthetic resins, enamels, lacquers, distempers, disinfectants, oil, wood preservative, fruit or vegetable or other preservatives, printings and marking inks, polishes, crayons, powers, electroplating, abrasive and its chemicals, she dressing, greases, vasilines, creams, glue, gelatin, and other glue preparations.
• 1. To refine, sell, mix, prepare for market, import, export and manufacture, prepare and extract, all kinds of turpentine including Canada turpentine from fine larchfir, pistachio and other trees and to prepare various oils, chemicals, drugs and different other products from the same.
• 1. To manufacture, produce, refine, process, formulate, buy, sell, export, import or otherwise deal in all types of heavy and light chemical elements and compounds, including without limiting the generality of the foregoing, laboratory, and scientific chemicals. If any nature used or capable of being used in the paint industry, agricultural chemicals, fertilisers, petro-chemicals, industrial chemicals or any mixtures, derivatives and compounds thereof and its deal in all types of chemicals, pharmaceuticals and biological preparations, drugs, vaccines, injections, acids, alcohols, wine or wine syrups, cordials, mineral waters, liquors, soaps, restorative tonics, antiseptic, antiseptic cotton and dressing and other allied products any by-products thereof.
• 1. To carry on the business as manufacturers and dealers in pharmaceutical, medical, chemical, industrial and other preparative and articles, compounds, oils, paints, pigments and varnishes, drugs, dyeware and dealers in proprietary articles of all kinds of electrical, chemicals, photographical, surgical and scientific apparatus and materials.

Marpol is principally engaged in manufacture of powder coatings.

The Authorised, Issued, Subscribed and Paid-up Share Capital of Marpol as on the Appointed Date was as under:

Authorised Share Capital:

50,00,000 Equity Shares of Rs. 10 each Rs. 5,00,00,000

Issued, Subscribed and Paid-up Share Capital:

29,95,200 Equity Shares of Rs. 10 each Rs. 2,99,52,000

There was no change in the Issued, Subscribed and Paid-up Share Capital of Marpol after the Appointed Date (as defined hereinafter). The entire paid-up share capital of Marpol is held by Nerolac.

Page 30 of 64

Following are the Directors of Marpol as on the Appointed Date:

Sr. No.	Name of the Director	DIN	Address
1.	Mr. Rohit Ramchandra PaiPanandiker	00559055	H. No: 262, Minguel Loyola Furtado Road,Margao 403601, Goa
2.	Mr. Prashant Devidas Pai	08115481	A/206, Vrindavan, V M Ghanekar RoadVileParleEastMumbai400057,Maharashtra
3.	Mr. G.T. Govindarajan	08105268	F-203, Lloyds Estate, V.I.T. College Marg,Wadala East, Mumbai 400037, Maharashtra

(b) Perma Construction Aids Private Limited (Perma) was incorporated on 11th April, 1997 and registered with the Registrar of Companies, Gujarat, Dadra and Nagar Haveli as a Private Company and has its registered office at Unit-II Plot No. 3102, GIDC Sarigam Valsad Gujarat-396155. The Corporate Identification Number of Perma is U45201GJ1997PTC032104. The PAN of Perma is AABCP4353K. The email address of Perma is info@permaindia.com. Perma has not changed its name or objects during the last five years.

The main objects of Perma as specified under the heading A- Main Object of the Company to be pursued by the Company on its incorporation under Clause III (A) of the Memorandum of Association of the Company are as under:

1. To carry on the business of processing, converting, producing, manufacturing, formulating, using, buying, acquiring, storing, packing, selling, marketing, transporting, importing, exporting and disposing of chemicals including, integral water proofing compounds of concrete and mortar, crystalline based water proof coatings for concrete structures, elastomeric water proof coatings, plasticizers, non shrink grouts for machine foundation, repair, compounds based on acrylic and styrene butadiene rubber, water repellent coatings, polymer tile fixing adhesives epoxy floor toppings and coatings, polyurethane toppings and coatings and ancillary chemicals and compounds, on our behalf and on behalf of others, contracting for jobs applying above items, construction chemicals and chemical products of any nature and kind whatsoever and all allied and auxiliary products, derivatives, formulations, processes, bye-products and jointproducts, construction activity, resins for fibre glass industry bitumen emulsion.

Perma is principally engaged in the business of construction chemicals.

The Authorised, Issued, Subscribed and Paid-up Share Capital of Perma as on the Appointed Date was as under:

Authorised Share Capital:

15,00,000 Equity Shares of Rs. 10 each Rs. 1,50,00,000

Issued, Subscribed and Paid-up Share Capital:

9,90,000 Equity Shares of Rs. 10 each Rs. 99,00,000

Page 31 of 64

There was no change in the Issued, Subscribed and Paid-up Share Capital of Perma after the Appointed Date. The entire paid-up share capital of Perma is held by Nerolac**.**

Sr. No.	Name of the Director	DIN	Address
1.	Mr. Charles JeyasinghAugustine	00350686	F-103,PrithviClassic,ModiPark,Iraniwadi,RoadNo-3,KandivaliWest,Mumbai400067,Maharashtra
2.	Mr. Mohammad AbdulWaheed	00352600	6-B/702, Neelam Nagar, 90 Feet Road,MulundEast,Mumbai-400081,Maharashtra
3.	Mr. Anuj Jain	08091524	B - 207, Nestle 1, P. B. Marg, Lower Parel,Mumbai 400013, Maharashtra
4.	Mr. Prashant Devidas Pai	08115481	A/206,Vrindavan,VMGhanekarRoad Vile Parle East Mumbai 400057Maharashtra

Following are the Directors of Perma as on the Appointed Date:

(c) Kansai Nerolac Paints Limited (Nerolac) was incorporated on 2nd September, 1920 under the Indian Companies Act, 1913 under the name of The Gahagan Paint & Varnish Company Limited. Thereafter on 18th April, 1933, its name was changed to Goodlass Wall (India) Private Limited and a Certificate of change of name was issued by the Registrar of Companies, Bombay. Thereafter on 9th February, 1946, its name was once again changed to Goodlass Wall Private Limited and a Certificate of change of name was issued by the Registrar of Companies, Bombay. Thereafter on 12th February, 1958, its name was once again changed to Goodlass Nerolac Paints Limited and a Certificate of change of name was issued by the Registrar of Companies, Bombay. Thereafter on 11th July, 2006, its name was changed to its present name and a fresh Certificate of Incorporation was issued by the Registrar of Companies, Maharashtra, Mumbai consequent upon change of name. Nerolac is a Public Limited Company listed on BSE Limited and National Stock Exchange of India Ltd., and having its Registered Office at Nerolac House, Ganpatrao Kadam Marg, Lower Parel, Mumbai, 400013, Maharashtra. The Corporate Identification Number of Nerolac is L24202MH1920PLC000825. The PAN of Nerolac is AAACG1376N. The email address of Nerolac is gtgovindarajan@nerolac.com. Nerolac has not changed its name or objects during the last five years.

The main objects of Nerolac as specified under the heading A- Main Object of the Company to be pursued by the Company on its incorporation under Clause III of the Memorandum of Association of the Company are as under:

(a) To acquire and take over as a going concern the business now carried on at Naigaum, Mumbai, under the style or firm of American Paint & Varinsh Co., and all or any of the assets and liabilities of the proprietor of that business in connection therewith and with a view thereto to enter into an Agreement with A.T. Mirza in the terms of the draft a copy whereof has for the purpose of identification been subscribed by F.E. Dinshaw, an Attorney of the Bombay High Court, and to carry the same into effect with or without modification.

Page 32 of 64

• (b) To manufacture white lead, red lead, litharge, orange mineral, linseed oil and to purchase and sell the same, to manufacture, buy and sell paints, varnishes, oils, colours, enamels, mortar and cement, stains and coatings, water-proof coatings and compound, dyes, glue, putty, chemicals for making colour, paint brushes and other supplies for painters.
• (c) To buy, sell, import, export, manipulate, prepare for market and deal in merchandise of all kinds and generally to carry on business as merchants, importers and exporters.
• (c1) To carry on the business of manufacturing and selling of pigments, Pigment Emulsions, Dispersions, Binder Materials, Thickners, Chemicals, Dyes and Manures.
• (c2) To carry on all or any of the business of metal founders, workers, converters and merchants, miners, smelters, metallurgists, mechanical electrical and general engineers, planters, farmers, graziers, stockmen, dairymen, ship and other vessel owners, charterers and builders, ship-brokers, managers of shipping property, shippers, bargemen, lightermen, carriers by sea and land, railway and forwarding agents, bonded and common carmen, freight contractors, insurance brokers, provision merchants and preservers, ice merchants, refrigerating storekeepers, warehouseman, wharfingers, dock owners and commission merchants, and any other trade or business whatsoever which can in the opinion of the Company by advantageously or conveniently carried on by the Company by way of extension of or in connection with any such business as aforesaid, or is calculated directly or indirectly to develop any branch of the Company's business or to increase the value of or turn to account any of the Company's Assets, property or rights.
• (c3) To carry on business as manufacturers of, and dealers in, chemical, biochemical, industrial and other preparations and articles, dyes, chemicals, acids, alkalies, colours, glues, gums, pasters, organic or mineral intermediates, compositions, paint and colour grinders, preparatory articles of all kinds, laboratory reagents, and to carry on the business of chemists and oil and colourmen.
• (c4) To carry on business as manufacturers, producers, refiners, importers and exporters of, and dealers in, copra, cottonseed, linseed, castor seed, groundnuts and seeds of all kinds and oil bearing substances whatsoever and oils and oil cakes manufactured therefrom, and to carry on business as oil brokers, oil blenders, boilers, refiners, distillers, separators, waste oil dealers and as dry salters, tallow merchants and soap and candle makers.
• (c5) To carry on business as financial, monetary and commercial agents and advisers and to undertake, carry on and execute all kinds of financial, commercial, trading and other operations; which are incidental to the main objects of the Company and to carry on and transact every kind of guarantee and indemnity business, and to undertake and execute trusts of all kinds and to promote, finance or otherwise assist any company or other persons as Directors may think fit.

Page 33 of 64

• (c6) To manufacture, prepare for market, revise, clean, restore, recondition, treat and otherwise manipulate and deal in and turn to account by any process or means whatsoever all by products, refuse, wastes and other products capable of being manufactured or produced out of or with the use of all or any raw materials, ingredients, substances or commodities used in the manufacture of all or any of the products which the Company is entitled to manufacture or deal in and to make such other use of the same as may be thought fit.
• (c7) To manufacture and deal in, all types of containers, receptacles, boxes, cartons, cages, bins, tubes, crates, packing cases, cans, ball straping systems and bags and fittings therefor, of every kind for holding, keeping, storing, shipping and handling the products which the Company is entitled to manufacture or deal in or any of them.
• (d) To carry on any other business whether manufacturing or otherwise which may seem to the Company capable of being conveniently carried on in connection with the above or calculated directly or indirectly to enhance the value of or render profitable any of the Company's profits or rights.
• (e) To acquire and deal with the property following:
  • 1. The business, property and liabilities of any company, firm or person carrying on any business within the objects of the Company.
  • 1. Lands, buildings, easements, and other interest in real estate.
  • 1. Plant, machinery, personal estate and effects.
  • 1. Patents, patent rights or inventions, copy rights, designs, trade marks or secret processes.
  • 1. Shares or stock or securities in or of any company or undertaking the acquisition of which may promote or advance the interests of this Company.
• (f) To perform or do all or any of the following operations, acts or things:
  • 1. To pay all the costs, charges and expenses of the promotion and establishment of the Company.
  • 1. To sell, let, dispose off or grant rights over all or any property of the Company.
  • 1. To erect buildings, plant and machinery for the purposes of the Company.
  • 1. To make experiments in connection with any business of the Company and to protect any inventions of the Company by letters patent or otherwise.
  • 1. To grant licenses, to use patents, copyrights, designs, or secret processes of the Company.
  • 1. To manufacture plant and machinery, tools, goods and things for any of the purposes of the business of the Company.
  • 1. To draw, accept and negotiate bills of exchange, promissory notes and other negotiable instruments.

Page 34 of 64

• 1. To underwrite the shares, stock or securities of any other company and to pay underwriting commissions and brokerage on the any shares, stocks or securities issued by this Company.
• 1. To borrow money or to receive money on deposit either without security or secured by debentures, debenture stock (perpetual or terminable), mortgage, or other security charged on the undertaking or all or any of the assets of the Company, including uncalled capital.
• 1. To lend or deposit money, securities and property on any terms that may be thought fit, and particularly to customers or other persons or corporations having dealings with the Company and to give any guarantees that may be deemed expedient and transact all kinds of trust and agency business and to invest any moneys of the Company not required for the purposes of its business in such investments or securities as may be thought expedient.
• 1. To amalgamate with any other Company or companies and to enter into any partnership or arrangement in the nature of a partnership co-operation or union of interests, with any person or persons or corporation engaged or interested or about to become engaged or interested in the carrying on or conduct of any business or enterprise which this Company is authorized to carry on or conduct or from which this company would or might derive any benefit whether direct or indirect.
• 1. To promote Companies.
• 1. To sell the undertaking and all or any of the property of the Company for cash, or for stock, shares or securities of any other company, or for other consideration.
• 1. To provide for the welfare of persons employed or formerly employed by the Company, or any predecessors in business of the company, and the wives, widows and families of such persons by grants of money or other aid or otherwise as the Company shall think fit.
• 1. To subscribe to or otherwise aid, benevolent, charitable, national or other institutions, or objects of a public charter or which have any moral or other claims to support or aid by the Company by reason of the locality or its operations or otherwise.
• 1. To distribute in specie assets of the Company properly distributable amongst its members.
• 1. To refer or agree to refer any claim, demand, dispute or question whatsoever, by or against the Company, or in which the Company is interested or concerned, whether directly or indirectly, and whether between the Company and a member or members or his, or their representatives, or between the Company and any third party, to arbitration in India or at any place outside India and to observe perform and to do all acts, deeds, matters and things usual, necessary, proper or expedient to carry out or enforce the award.

Page 35 of 64

• (g) To do all or any of the things hereinbefore authorized either alone, or in conjunction with, or as factors, trustees, or agents for others, or by or through factors, trustees or agents.
• (h) To do all such other things as are incidental or conducive to the attainment of the above objects, or any of them.

Nerolac is principally engaged in the manufacturing of paints.

The Authorised, Issued, Subscribed and Paid-up Share Capital of Nerolac as on the Appointed date was as under:

Authorised Share Capital:

60,00,00,000 Equity Shares of Re. 1 each Rs. 60,00,00,000

Issued, Subscribed and Paid-up Share Capital:

53,89,19,720 Equity Shares of Re. 1 each Rs. 53,89,19,720

There was no change in the Issued, Subscribed and Paid-up Share Capital of Nerolac after the Appointed Date.

Following were the Directors of Nerolac as on the Appointed Date:

Sr. No.	Name of the Director	DIN	Address
1.	Mr. Pradip Panalal Shah	00066242	72A Embassy Apartments, 7th Floor,Napean Sea Road, Mumbai 400006,Maharashtra.
2.	Mr. Harishchandra Meghraj Bharuka	00306084	A-11. Twin Towers Premises CHS Ltd,Off Veer Savarkar Marg, Prabhadevi,Mumbai- 400025 Maharashtra.
3.	Mr. Noel Naval Tata	00024713	55 Windmere, 5th Floor, Cuffe Parade,Colaba, Mumbai- 400005, Maharashtra.
4.	Mr. Masaru Tanaka	06566867	2-26-1-721, Nishi Okamoto,Higasinada - Ku, Hyogo Prefecture,Kobe City 6580073 Japan.
5.	Mr. Hidenori Furukawa	06924589	Deer Court Tachibana 305, 22-15,3-Chome, Tachibanamachi,Amagasaki City 6610025 Japan.
6.	Mrs. Brinda Anand Somaya	00358908	A-17,Sterling Apartments,38, Pedder Road, Mumbai 400026Maharashtra.
7.	Mr. Katsuhiko Kato	07556964	152-0002,5-57,Megurohoncho,Meguro - Ku, Tokyo 1520002,Japan.
8.	Mr. Anuj Jain	08091524	B-207, Nestle 1, P.B.MargNear Deepak Talkies, Lower Parel,Mumbai 400 013, Maharashtra.

Page 36 of 64

RATIONALE FOR THE SCHEME

The rationale for the proposed merger is, as follows:-

The merger will provide benefits of synergy, economies of scale, growth and expansion.

In view of the aforesaid, the Board of Directors of Marpol, Perma and Nerolac at their respective meetings held on 25th July, 2019, 26th July, 2019 and 29th July, 2019 have considered and unanimously approved, the Scheme of Amalgamation of Marpol and Perma with Nerolac subject to necessary statutory approvals. Accordingly, the Board of Directors of all the Companies have formulated this Scheme of Amalgamation for the transfer to and vesting of the respective undertakings and businesses of Marpol, and Perma into Nerolac pursuant to the provisions of Sections 230 to 232 and other relevant provisions of the Companies Act, 2013 as applicable and in force.

Details of voting pattern by the board of directors of Marpol, Perma and Nerolac in respect of the resolution for approving the scheme of amalgamation are as follows:

Directors of Marpol

Names of Directors who voted unanimously in favour of the resolution:

• Mr. Rohit Ramchandra Pai Panandiker
• Mr. Prashant Devidas Pai
• Mr. G.T. Govindarajan

Directors of Perma

Names of Directors who voted unanimously in favour of the resolution:

• Mr. Charles Jeyasingh Augustine
• Mr. Mohammad Abdul Waheed
• Mr. Anuj Jain
• Mr. Prashant Devidas Pai

Directors of Nerolac

Names of Directors who voted unanimously in favour of the resolution:

• Mr. Pradip Panalal Shah
• Mr. Harishchandra Meghraj Bharuka
• Mr. Noel Naval Tata
• Mr. Hidenori Furukawa
• Mr. Anuj Jain
• Mr. Hideshi Hasebe
• Mr. Hitoshi Nishibayashi
• Ms. Sonia Singh

All the Directors have unanimously approved the Scheme, subject to the approval of the members of Nerolac.

Page 37 of 64

AMOUNT DUE TO CREDITORS

• (a) As on 30th September, 2019, Marpol has Secured Creditor being HDFC Bank for an amount of Rs. 13,52,46,595 and Unsecured Creditors to the extent of Rs. 13,45,66,669.74.
• (b) As on 30th September, 2019, Perma has Secured Creditor being Bank of Baroda for an amount of Rs. (11,08,280) and Unsecured Creditors to the extent of Rs. 2,24,71,607.
• (c) As on 30th September, 2019, Nerolac does not have any secured creditor and has unsecured Creditors to the extent of Rs. 4,06,99,74,117.

1. DEFINITIONS:

In this Scheme, unless repugnant to or inconsistent with the meaning or context thereof, the following expressions shall have the following meanings:

• 1.1. "Act" or "the Act" means the Companies Act, 2013 including any statutory modification or re-enactment thereof for the time being in force;
• 1.2. "Appointed Date" means 1st July, 2019 or such other date as may be fixed by the NCLT while sanctioning the Scheme;
• 1.3. "Effective Date" means the date on which the certified true copies of the Orders of the NCLT sanctioning this Scheme are filed by Marpol, Perma and Nerolac with the Registrar of Companies, for Marpol, Perma and Nerolac.
• 1.4. "NCLT" means the National Company Law Tribunal.
• 1.5. "Marpol" means Marpol Private Limited.
• 1.6. "Perma" means Perma Construction Aids Private Limited.
• 1.7. "Nerolac" means Kansai Nerolac Paints Limited.
• 1.8. "Scheme" or "the Scheme" or "this Scheme" means this Scheme of Amalgamation in its present form or with any modification(s) made under Clause 16.2 of this Scheme or any modifications approved or directed by the NCLT.
• 1.9. "Transferor Companies" means Marpol Private Limited and Perma Construction Aids Private Limited.
• 1.10. "Transferee Company" means Kansai Nerolac Paints Limited

All terms and words not defined shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning as ascribed to them under the Act and other applicable laws, rules, regulations, bye laws as the case may be, including any statutory modification or re-enactment from time to time.

2. DATE OF TAKING EFFECT AND OPERATIVE DATE:

The Scheme set out herein in its present form or with any modification(s) approved or imposed or directed by the NCLT, shall be operative from the Appointed Date but shall be implemented from the Effective Date.

3. VESTING OF ASSETS:

• 3.1. With effect from the Appointed Date, the entire business and undertaking of Marpol and Perma including all their properties and assets (whether movable or immovable, tangible or intangible) of whatsoever nature, such as licenses, lease, tenancy rights, if any, and all other rights, title, interest, contracts, powers or benefits of every kind, nature and descriptions whatsoever shall, under the provisions of Sections 230 to 232 of the Act and pursuant to the orders of the NCLT sanctioning this Scheme and without further act, instrument or deed, but subject to the securities, mortgages, charges, encumbrances or liens, if any, existing as on the Effective Date be transferred and / or deemed to be transferred to and vested in Nerolac so as to become the properties and assets of Nerolac.
• 3.2. However, in respect of such of the assets of Marpol and Perma as are movable in nature or are otherwise capable of transfer by manual delivery, they shall be physically handed over by manual delivery or endorsement and delivery. The same may be so transferred by Marpol and Perma, without requiring any deed or instrument or conveyance for the same and shall become the property of Nerolac to the end and intent that the ownership and property therein passes to Nerolac on such handing over, which would take place on the Effective Date or thereafter on a date as may be decided by the Board of Directors of Nerolac.

4. TRANSFER OF LIABILITIES

4.1. With effect from the Appointed Date, all debts, liabilities, duties and obligations of Marpol and Perma as on the close of business on the date immediately preceding the Appointed Date, whether or not provided for in the books of Marpol and Perma and all other liabilities of Marpol and Perma which may arise or accrue on or after the Appointed Date upto the Effective Date, but which relate to the period on or upto the Appointed Date shall under the provisions of sections 230 to 232 of the Act and pursuant to the Orders of the NCLT sanctioning this Scheme and without any further act or deed, be transferred or deemed to be transferred to and vested in and be assumed by Nerolac, so as to become as from the Appointed Date, the debts, liabilities, duties and obligations of Nerolac on the same terms and conditions as were applicable to Marpol and Perma, Provided however that any charges, mortgages and/or encumbrances shall be confined only to the relative assets of Marpol and Perma or part thereof on or over which they are subsisting on transfer to and vesting of such assets in Nerolac and no such charges, mortgages, and/or encumbrances shall be enlarged or extend over or apply to any other asset(s) of Nerolac. Any reference in any security documents or arrangements (to which Marpol and Perma are parties) to any assets of Marpol and Perma shall be so construed to the end and intent that such security shall not extend, nor be deemed to extend, to any of the other asset(s) of Nerolac and Nerolac shall not be obliged to create any further or additional security.

Page 39 of 64

4.2. For the removal of doubt, it is clarified that to the extent that there are deposits, obligations, balances or other outstandings as between Marpol, Perma and Nerolac, the obligations in respect thereof shall come to an end and there shall be no liability in that behalf and corresponding effect shall be given in the books of account and records of Nerolac for the reduction of such assets or liabilities, as the case may be, and there would be no accrual of interest or any other charges in respect of such deposits or balances, with effect from the Appointed Date.

5. LEGAL PROCEEDINGS:

5.1. If any suits, actions and proceedings of whatsoever nature (hereinafter referred to as the "Proceedings") by or against Marpol and Perma are pending on the Effective Date, the same shall not abate or be discontinued nor in any way be prejudicially affected by reason of the amalgamation of Marpol and Perma with Nerolac or anything contained in the Scheme, but the Proceedings may be continued and enforced by or against Nerolac as effectually and in the same manner and to the same extent as the same would or might have continued and enforced by or against Marpol and Perma, in the absence of the Scheme.

6. CONTRACTS AND DEEDS

• 6.1. All contracts, deeds, bonds, agreements, arrangements, incentives, licences, engagements, registrations and other instruments of whatsoever nature to which Marpol and Perma are parties or to the benefit of which Marpol and Perma may be eligible, and which have not lapsed and are subsisting on the Effective Date, shall remain in full force and effect against or in favour of Nerolac, as the case may be, and may be enforced by or against Nerolac as fully and effectually as if, instead of Marpol and Perma, Nerolac had been a party or beneficiary thereto.
• 6.2. Nerolac shall, if and to the extent required by law, enter into and/or issue and/or execute deeds, writings or confirmations, to give formal effect to the provisions of this Clause and to the extent that Marpol and Perma are required prior to the Effective Date to join in such deeds, writings or confirmations, Nerolac shall be entitled to act for and on behalf of and in the name of Marpol and Perma.

7. SAVING OF CONCLUDED TRANSACTIONS

7.1. The transfer of the assets and liabilities of Marpol and Perma under Clauses 3 and 4 above, the continuance of Proceedings under Clause 5 above and the effectiveness of contracts and deeds under Clause 6 above, shall not affect any transaction or Proceedings already concluded by Marpol and Perma on or before the Effective Date, to the end and intent that Nerolac accepts and adopts all acts, deeds and things done and executed by Marpol and Perma in respect thereto, as if done and executed on its behalf.

8. EMPLOYEES

8.1. All the employees of Marpol and Perma in service on the Effective Date shall, on and from the Effective Date, become the employees of Nerolac without any break or interruptions in their service and upon the terms and conditions not less favourable than those on which they were engaged on the Effective Date.

Page 40 of 64

8.2. With regard to provident fund and gratuity fund or any other special funds or schemes created or existing for the benefit of such employees (hereinafter referred to as the "said Funds") of Marpol and Perma, upon the Scheme becoming effective, Nerolac shall stand substituted for Marpol and Perma for all purposes whatsoever relating to the administration or operation of such schemes or funds in relation to the obligations to make contributions to the said Funds in accordance with the provisions of such schemes or funds in the respective Trust Deeds or other documents.

9. CONDUCT OF BUSINESS TILL EFFECTIVE DATE

With effect from the Appointed Date and upto and including the Effective Date:

• 9.1. Marpol and Perma shall be deemed to have been carrying on and shall carry on their respective business and activities and shall be deemed to have held and stood possessed of and shall hold and stand possessed of all of their respective assets for and on account of, and in trust for Nerolac and all profits or dividends or other rights accruing to Marpol and Perma and all taxes thereof, or losses arising or incurred by them, relating to such investments, shall, for all intent and purpose, be treated as the profits, dividends, taxes or losses, as the case maybe, of Nerolac.
• 9.2. Marpol and Perma shall carry on their respective business and activities with reasonable diligence, business prudence and shall not (without the prior written consent of Nerolac) alienate, charge, mortgage, encumber or otherwise deal with or dispose of their respective undertaking or any part thereof, except in the ordinary course of business.
• 9.3. All the profits or income, taxes (including advance tax and tax deducted at source) or any costs, charges, expenditure accruing to Marpol and Perma or expenditure or losses arising or incurred or suffered by Marpol and Perma shall for all purposes be treated and be deemed to be and accrue as the profits, taxes, incomes, costs, charges, expenditure or losses of Nerolac, as the case may be.
• 9.4. Marpol and Perma shall not vary the terms and conditions of service of their respective employees except in the ordinary course of their business.
• 9.5. On and after the Appointed Date and until the Effective Date, Marpol and Perma shall not without the prior written consent of the Board of Directors of Nerolac:
  • i. except as contemplated under this Scheme, issue or allot any further securities, either by way of rights or bonus or otherwise; or
  • ii. utilize, subject to Clause 10.1 below, the profits, if any, for any purpose including of declaring or paying any dividend.
• 9.6. It is clarified that all taxes payable by Marpol and Perma, relating to the transferred undertaking, from the Appointed Date onwards including all or any refunds and claims shall, for all purposes, be treated as the tax liabilities or refunds and claims of Nerolac.

Page 41 of 64

• 9.7. This Scheme has been drawn up to comply with and fall within the definition and conditions relating to "Amalgamation" as specified under Section 2(1B) and other applicable provisions of the Income Tax Act, 1961, as amended. If any terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the said Sections of the Income Tax Act, 1961, at a later date, including resulting from amendment of law or for any other reason whatsoever, the Scheme shall stand modified / amended / altered to the extent determined necessary to comply with and fall within the definition and conditions relating to "Amalgamation" as specified in the Income Tax Act, 1961. In such an event, the Clauses which are inconsistent shall be read down or if the need arises, be deemed to be deleted and such modification/reading down or deemed deletion shall however not affect the other parts of the Scheme.
• 9.8. Upon the Scheme becoming effective, Nerolac is expressly permitted and shall be entitled to revise its financial Statements and Returns along with prescribed Forms, fillings and annexures under the Income Tax Act, 1961, as amended, (including for minimum alternate tax purposes and tax benefits,) GST law and other tax laws, and to claim refunds and/or credits for taxes paid (including minimum alternate tax), and to claim tax benefits under the Income Tax, 1961 etc. and for matters incidental thereto, if required to give effect to the provisions of this Scheme.
• 9.9. Marpol and Perma, shall preserve and carry on their respective businesses and activities with reasonable diligence and business prudence and shall not undertake any additional financial commitments of any nature whatsoever, borrow any amounts nor incur any other liabilities or expenditure, issue any additional guarantees, indemnities, letters of comforts or commitments for themselves or any third party or sell, transfer, alienate, charge, mortgage or encumber or deal with the undertaking or any part thereof save and except in each case in the following circumstances:
  • (a) If the same is in their ordinary course of business as carried on by both as on the date of filing this Scheme with the NCLT; or
  • (b) If the same is permitted by this Scheme; or
  • (c) If the same is permitted by a written consent of the Board of Directors of Nerolac; or
  • (d) If the same is pursuant to any pre-existing obligations undertaken by Marpol and Perma.
• 9.10. Marpol and Perma shall not, without prior written consent of Nerolac, undertake any new Business.
• 9.11. Marpol and Perma shall not, without prior written consent of Nerolac, take any major policy decisions in respect of the management of either Marpol or Perma and for the business of either companies and shall not change their present capital structure.

Page 42 of 64

9.12. Marpol and Perma shall co-operate with Nerolac for smooth transfer of the businesses and undertakings from Marpol and Perma to Nerolac and any of respective Directors of Marpol and Perma and any Directors of Nerolac shall be empowered to give effect to the Scheme in all aspects as may be necessary or expedient including settling any question or difficulties arising in relation to the Scheme in such manner as they deem fit to attain the objective of this Scheme and their decision in this regard shall be final and binding.

10. DIVIDENDS

• 10.1. Marpol, Perma and Nerolac shall be entitled to declare and pay dividends, whether interim or final, to their respective shareholders in respect of the accounting period prior to the Appointed Date. The dividend, if any, shall be declared by Marpol and Perma only with the prior written consent of the Board of Directors of Nerolac, as mentioned in Clause 9.5 above.
• 10.2. Subject to the provisions of the Scheme, the profits of Marpol and Perma, for the period beginning from the Appointed Date, shall belong to and be the profits of Nerolac and will be available to Nerolac for being disposed of in any manner as it thinks fit.
• 10.3. It is clarified that the aforesaid provisions in respect of declaration of dividends are enabling provisions only and shall not be deemed to confer any right on any member of Marpol and/or Perma and/or Nerolac to demand or claim any dividends which, subject to the provisions of the said Act, shall be entirely at the discretion of the Board of Directors of Nerolac, subject to such approval of the shareholders, as may be required.

11. CONSIDERATION:

As the entire Paid up Equity Share Capital of Marpol and Perma is held by Nerolac, upon the Scheme becoming effective, the entire paid-up Equity Share Capital of Marpol and Perma shall stand automatically cancelled and there will not be any issue and allotment of shares of Nerolac.

12. DISSOLUTION OF MARPOL AND PERMA

On the Scheme becoming effective, Marpol and Perma shall stand dissolved without being wound up without any further act by the parties.

Page 43 of 64

13. FINANCIAL STATEMENT AND LIST OF SHAREHOLDERS OF MARPOL, PERMA AND NEROLAC AS ON 30TH SEPTEMBER, 2019 IS AS UNDER:

13.1. MARPOL

Financial Statement of Marpol as on 30th September, 2019 is as under:

Particulars	Amount	Amount
Assets	(Rs. in Crores)	(Rs. in Crores)
Non-Current Assets
Property, Plant and Equipment	6.39
Capital Work-in-progress	3.43
Other Intangible Assets	0.07
		9.89
Current Tax Assets (Net)		0.07
Total Non-current Assets		9.96
Current Assets
Inventories		13.60
Financial Assets
Trade Receivables	16.14
Cash and Cash Equivalents	0.05
Bank Balances other than cash and cash Equivalents	–
Loans	0.09
		16.28
Other Current Assets		0.34
Total current Assets		30.22
Total Assets		40.18
Equity and Liabilities
Equity Share Capital	3.00
Reserves and surplus	7.74
Total Equity		10.74
Liabilities
Non-current Liabilities
Deferred Tax Liabilities (Net)	0.03
Total Non-current Liabilities		0.03
Current Liabilities
Financial Liabilities
BorrowingsTrade Payables	12.5915.96
Other Financial Liabilities	0.32
	28.87
Other Current Liabilities	0.19
Provisions	0.35
Total Current Liabilities		29.41
Total Liabilities		29.44
Total Equity and Liabilities		40.18

Following are the Shareholders of Marpol as on 30th September, 2019:

Sr.No	Names ofshareholders	Address	Numberof shares	NominalValue pershare (₹)	Amount in ₹	Percentageof holding(%)
1.	Kansai NerolacPaints Limited	Nerolac House,Ganpatrao KadamMarg, Lower Parel,Mumbai- 400013	29,95,199	10	2,99,51,990	100%
2.	Kansai NerolacPaints Limitedjointly held withMr. PrashantDevidas Pai	Nerolac House,Ganpatrao KadamMarg, Lower Parel,Mumbai- 400013&A/206, Vrindavan,V M Ghanekar RoadVile Parle EastMumbai 400057.	1	10	10	–
	TOTAL		29,95,200	10	2,99,52,000	100%

Page 44 of 64

13.2. PERMA

Financial Statement of Perma as on 30th September, 2019 is as under:

Particulars	Amount(Rs. in Crores)
Assets
Non-Current Assets
Property, Plant and Equipment	3.12
	3.12
Financial Assets
Loans	0.12
	0.12
Total Non-current Assets	3.24
Current Assets
Inventories	2.76
Financial Assets
Trade Receivables	6.13
Cash and Cash Equivalents	2.27
	8.40
Other Current Assets	1.13
Total current Assets	12.29
Total Assets	15.53
Equity and Liabilities
Equity
Equity Share Capital	0.99
Other Equity	11.28
Equity attributable to Equity Holders of the Holding Company	12.27
Total Equity	12.27
Liabilities
Non-current Liabilities
Deferred Tax Liabilities (Net)	0.05
Total Non-current Liabilities	0.05
Current Liabilities
Financial Liabilities:
Trade Payables
Total Outstanding dues of Micro Enterprises and small Enterprises	–
Total Outstanding dues of creditors other than Micro Enterprises and Small
Enterprises	2.38
	2.38
Other Financial Liabilities	0.17
	2.55
Other Current Liabilities	0.28
Provisions	0.33
Current Tax Liabilities (Net)	0.05
Total Current Liabilities	3.21
Total Liabilities	3.26
Total Equity and Liabilities	15.53

Page 45 of 64

Names ofshareholders	Address	Number ofshares	NominalValue pershare (₹)	Amount in ₹	Percentageof holding(%)
Kansai NerolacPaints Limited	Nerolac House,Ganpatrao KadamMarg, Lower Parel,Mumbai- 400013,	9,89,999	10	98,99,990	100%
Kansai NerolacPaints Limitedjointly held withMr. Prashant Pai	Nerolac House,Ganpatrao Kadam.Marg, Lower Parel,Mumbai- 400013andA/206, Vrindavan,V M Ghanekar RoadVile Parle EastMumbai 400057.	1	10	10	–
TOTAL		9,90,000	10	99,00,000	100%

Following are the Shareholders of Perma as on 30th September, 2019:

13.3. NEROLAC

Financial Statement of Nerolac as on 30th September, 2019 is as under

Particulars	Amount	Amount
	(Rs. in Crores)	(Rs. in Crores)
Assets
Non-Current Assets
Property, Plant and Equipment	1513.24
Capital Work-in-progress	184.78
Right of Use Assets (ROU)	51.84
Investment Property	0.18
Other Intangible Assets	2.69
		1752.73
Financial Assets:
Investments	138.08
Loans	14.34
		152.42
Current Tax Assets (Net)		112.20
Other Non-current Assets		217.67
Total Non-current Assets		2235.02
Current Assets
Inventories		928.92
Financial Assets
Investments	153.27
Trade Receivables	866.89
Cash and Cash Equivalents	64.23
Bank Balances other than cash and cash Equivalents	2.50
Loans	4.84
Other Financial Assets	76.00
		1167.73
Other Current Assets		114.06
Total current Assets		2210.71
Total Assets		4445.73

Page 46 of 64

Particulars	Amount	Amount
Equity and Liabilities	(Rs. in Crores)	(Rs. in Crores)
Equity Share Capital	53.89
Other Equity	3539.02
Total Equity		3592.91
Liabilities
Non-current Liabilities
Financial Liabilities :
Borrowings	–
Lease Liabilities	47.04
Deferred Tax Liabilities (Net)	74.32
Total Non-current Liabilities		121.36
Current Liabilities
Financial Liabilities :
Lease Liabilities	10.71
Trade Payables
Total Outstanding dues of Micro Enterprises and small
Enterprises	2.54
Total Outstanding dues of creditors other than Micro
Enterprises and Small Enterprises	552.73
	555.27
Other Financial Liabilities	96.77
		662.75
Other Current Liabilities		29.15
Provisions		17.67
Current Tax Liabilities (Net)		21.89
Total Current Liabilities		731.46
Total Liabilities		852.82
Total Equity and Liabilities		4445.73

Following are the Shareholders of Nerolac as on 30th September, 2019:

Sr.No.	Names of shareholders	Number ofshares	NominalValueper share(₹)	Amount in₹	Percentage ofholding (%)
1.	Promoter & PromoterGroup	40,41,35,898	1	40,41,35,898	74.99%
2.	Public	13,47,83,822	1	13,47,83,822	25.01%
	TOTAL	53,89,19,720	1	53,89,19,720	100%

Nerolac is a company whose shares are listed on the stock exchanges viz. BSE Limited and National Stock Exchange of India Ltd and are freely transferable.

14. ACCOUNTING TREATMENT

• 14.1. Upon the Scheme becoming effective, the Transferee Company shall account for the amalgamation of the Transferor Companies in its books of accounts as under:
  • 14.1.1. The Transferee Company shall, record all the assets and liabilities of the Transferor Companies vested in it pursuant to this Scheme, in accordance with the treatment

Page 47 of 64

provided for 'Pooling of Interest Method' as prescribed in the Indian Accounting Standard (IND AS) 103 (Appendix C) : 'Accounting for Business Combinations under common control' and other applicable IND – AS prescribed under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standard) Rules, 2015 (as amended). In this case, since the Transferor Companies are wholly owned subsidiaries which are getting merged with the Transferee Company nothing has changed and the transaction only means that all the assets, liabilities and reserves of wholly owned subsidiaries which were appearing in the consolidated financial statements of Group immediately before the merger would now be a part of the separate financial statements of the Company. Accordingly, the value of all the assets, liabilities and reserves pertaining to the Transferor Companies as appearing in the consolidated financial statements of the Company would be recognised in the standalone financial statements of the Transferee Company.

• 14.1.2. The balance of the retained earnings appearing in the financial statements of the Transferor Companies determined as per Ind AS, shall be aggregated with the corresponding balance of the retained earnings appearing in the financial statements of the Transferee Company. The identity of the reserves standing in the books of the Transferor Companies determined as per Ind AS shall be preserved and shall appear in the financial statements of the Transferee Company in the same form and at the same values at which they appeared in the financial statements of the Transferor Companies.
• 14.1.3. Upon the Scheme becoming operative, comparative financial information in the financial statements of the Transferee Company shall be restated. Comparative financial information of Transferor Companies shall be incorporated in the financial statements of the Transferee Company from the date from which the Transferor Companies were under common control i.e. April 7, 2018 in case of Marpol and April 10, 2019 in case of Perma.
• 14.1.4. Upon the Scheme becoming operative, the difference, if any, between the carrying amount in the books of the Transferee Company of its investments in the equity share capital of the Transferor Companies which shall stand cancelled consequent to the Scheme and the aggregate face value of such equity share capital shall, subject to the other provisions contained herein, be adjusted to the capital reserves of the Transferee Company.
• 14.1.5. Inter-company balances, if any, will stand cancelled.
• 14.1.6. All transactions entered between the Transferor Companies and the Transferee Company shall stand cancelled.
• 14.1.7. In case of any differences in accounting policy between the Transferor Companies and the Transferee Company, the accounting policies followed by the Transferee Company will prevail and the difference, if any, will be quantified and adjusted in the Capital Reserve Account to ensure that the financial statements of the Transferee Company reflect the financial position on the basis of consistent accounting policy.

Page 48 of 64

14.1.8. All costs and expenses incurred in connection with the Scheme and to put it into operation and any other expenses or charges attributable to the implementation of the Scheme shall be debited to the Statement of Profit and Loss of the Transferee Company.

15. CHANGE IN THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF NEROLAC:

• 15.1. Change in Authorised Share Capital: Upon the Scheme being finally effective, the Authorised Share Capital of Marpol of Rs. 5,00,00,000 divided into 50,00,000 equity shares of Rs. 10 each will stand subdivided into 5,00,00,000 equity shares of Re. 1/- each and will get merged with that of Nerolac without payment of additional fees and duties as the said fees have already been paid and the Authorised Share Capital of Nerolac will be increased to that extent and no separate procedure shall be followed under the Act.
• 15.2. Upon the Scheme being finally effective, the Authorised Share Capital of Perma of Rs. 1,50,00,000 divided into 15,00,000 Equity shares of Rs. 10 each will stand subdivided into 1,50,00,000 Equity shares of Re. 1 each and will get merged with that of Nerolac without payment of additional fees and duties as the said fees have already been paid and the Authorised Share Capital of Nerolac will be increased to that extent and no separate procedure shall be followed under the Act.

16. GENERAL:

• 16.1. On the Scheme being agreed to by the respective requisite majorities of members of Marpol, Perma and Nerolac, Marpol and Nerolac shall with reasonable dispatch, apply to the NCLT, Mumbai and Perma shall, with reasonable dispatch apply to the NCLT, Ahmedabad for sanctioning this Scheme of Amalgamation under Section 230 to 232 of the Act and for an order or orders for carrying this Scheme into effect.
• 16.2. Subject to the approval of the NCLT both at Mumbai and Ahmedabad, Marpol, Perma and Nerolac through their respective Board of Directors or such other person or persons, as the respective Board of Directors may authorize, including any committee or sub-committee thereof, are hereby empowered and authorized to assent from time to time to any modifications or amendments or conditions or limitation which the NCLT Mumbai and/or Ahmedabad or any other Government Authority may deem fit to approve or impose and to settle all doubts or difficulties that may arise for carrying out the Scheme and to do and execute all acts, deeds, matters and things as may be necessary for putting the Scheme into effect
• 16.3. The Scheme is conditional upon and subject to:
  • (a) The Scheme being agreed to by the respective requisite majorities of the members as are referred to in clause 16.1 hereof on behalf of Marpol, Perma and Nerolac and requisite Order or Orders referred to in clause 16.1 being obtained.
  • (b) Such other sanctions and approvals as may be required by law in respect of the Scheme being obtained.

Page 49 of 64

• 16.4. After the sanction of the Scheme and in spite of dissolution of Marpol and Perma, Nerolac shall for a period of two years from the date of sanction of the Scheme, be also entitled to continue to operate existing Bank account (s) of Marpol and Perma for the purpose of depositing cheques, drafts, pay orders and or payment advances issued to or to be issued in favor of Marpol and Perma and for the purpose of transferring such deposits in such accounts of Marpol and Perma to the account of Nerolac.
• 16.5. Disclosure about the effect of aforesaid Amalgamation on:

	MARPOL	PERMA	NEROLAC
Key Managerial personnel	Shall cease to be keymanagerial personnel inMarpol.	Shall cease to be keymanagerial personnel inPerma	No Effect
Directors	Shall cease to be directorsin Marpol	Shall cease to be directorsin Perma	No Effect
Promoters	Not Applicable, beingwholly owned subsidiary ofNerolac.	Not Applicable, beingwholly owned subsidiary ofNerolac	No Effect
Non-Promoter members	Not Applicable	Not Applicable	No Effect
Depositors	Not Applicable	Not Applicable	No Effect
Creditors	Creditors of Marpol wouldbecome creditors ofNerolac and shall be paidoff in the ordinary course ofBusiness.Inter-company creditors, ifany would get cancelled	Creditors of Perma wouldbecome creditors ofNerolac and shall be paidoff in the ordinary courseof Business.Inter-company creditors, ifany would get cancelled	No Effect
Debenture holders	Not Applicable	Not Applicable	Not Applicable
Deposit Trustee andDebenture trustee	Not Applicable	Not Applicable	Not Applicable
Employees of the Company	Employees of Marpolwill become employeesof Nerolac on the sameterms and conditions asare no less favourable thanexisting conditions withoutany interruption of serviceupon amalgamation withNerolac.	Employees of Perma willbecome employees ofNerolac on such termsand conditions as areno less favourable thanexisting conditions withoutany interruption of serviceupon amalgamation withNerolac	No Effect

Except as stated in this Scheme, there will not have any effect on the interests of Directors, Promoters, Non-Promoter members, Depositors, Creditors, Debenture holders, Deposit Trustee and Debenture trustee, Employees of the Company, as the case may be. There are no investigations, proceedings instituted or pending against Marpol, Perma and Nerolac under the provisions of the Companies Act, 2013.

Page 50 of 64

• 16.6. The person may vote in the meeting either in person or by proxies as specifically provided in the notice convening meeting of the shareholders of Nerolac wherever required.
• 16.7. The details of the following documents for obtaining extract from or for making copies or for inspection by the members and creditors would also be available at the respective registered offices of Marpol, Perma and Nerolac.
  • (a) Latest audited financial statements of the Company including consolidated financial statements;
  • (b) Copy of the Scheme;
  • (c) The certificate issued by Auditor of the Transferee Company to the effect that the accounting treatment, if any, proposed in the scheme of compromise or arrangement is in conformity with the Indian - AS prescribed.
• 16.8. This Scheme will be forwarded / filed with all required regulatory or any other government authorities to seek its approval / no objection / sanctions, if any, as may be required.
• 16.9. Inter-se relationship between Directors of Marpol, Perma and Nerolac.

The directors of Marpol, Perma and Nerolac as on the Appointed Date are as under:

Particulars	Marpol	Perma	Nerolac
Name ofDirectors	Mr. Rohit Ramchandra PaiPanandiker	Mr. Charles JeyasinghAugustine	Mr. Pradip Panalal Shah
	Mr. Prashant Devidas Pai	Mr. Mohammad AbdulWaheed	Mr. Harishchandra MeghrajBharuka
	Mr. G.T. Govindarajan	Mr. Anuj Jain	Mr. Noel Naval Tata
		Mr. Prashant Devidas Pai	Mr. Masaru Tanaka
			Mr. Hidenori Furukawa
			Mrs. Brinda Anand Somaya
			Mr. Katsuhiko Kato
			Mr. Anuj Jain
	As provided in the above Clause

Subsequent to the Appointed Date, the following directors resigned as directors of Nerolac:

Particulars	Nerolac
Name of Directors	Mr. Masaru Tanaka
	Mrs. Brinda Anand Somaya
	Mr. Katsuhiko Kato

Subsequent to the Appointed Date, the following directors were appointed as directors of Nerolac:

Particulars	Nerolac
Name of Directors	Mr. Hideshi Hasebe
	Mr. Hitoshi Nishibayashi
	Ms. Sonia Singh

Page 51 of 64

Name of Director	Inter-se Relations withDirectors of Marpol	Inter-se Relations withDirectors of Perma
Mr. Pradip Panalal Shah	Not Applicable	Not Applicable
Mr. Harishchandra Meghraj Bharuka	Not Applicable	Not Applicable
Mr. Noel Naval Tata	Not Applicable	Not Applicable
Mr. Masaru Tanaka(resigned subsequent to the Appointed Date)	Not Applicable	Not Applicable
Mr. Hidenori Furukawa	Not Applicable	Not Applicable
Mrs. Brinda Anand Somaya(resigned subsequent to the Appointed Date)	Not Applicable	Not Applicable
Mr. Katsuhiko Kato (resigned subsequent tothe Appointed Date)	Not Applicable	Not Applicable
Mr. Anuj Jain	Not Applicable	Director in Perma
Mr. Hideshi Hasebe (appointed as directorsubsequent to the Appointed Date)	Not Applicable	Not Applicable
Mr. Hitoshi Nishibayashi (appointed as directorsubsequent to the Appointed Date)	Not Applicable	Not Applicable
Ms. Sonia Singh (appointed as directorsubsequent to the Appointed Date)	Not Applicable	Not Applicable
Save and except as provided herein,no Inter-se relationship between the Directors of Nerolac, Marpol and Perma

Inter-se relation of directors of Nerolac with the directors of Marpol and Perma :

Inter-se relation of the directors of Perma with the directors of Marpol and Nerolac:

Name of Director	Inter-se Relations withDirectors of Marpol	Inter-se Relations withDirectors of Nerolac
Mr. Charles Jeyasingh Augustine	Not Applicable	Not Applicable
Mr. Mohammad Abdul Waheed	Not Applicable	Not Applicable
Mr. Anuj Jain	Not Applicable	Director in Nerolac
Mr. Prashant Devidas Pai	Director in Marpol	Chief Financial Officerin Nerolac
Save and except as provided herein,no Inter-se relationship between the Directors of Nerolac, Marpol and Perma

Inter-se relation of the directors of Marpol with the directors of Perma and Nerolac:

Name of Director	Inter-se Relations withDirectors of Perma	Inter-se Relations withNerolac
Mr. Rohit Ramchandra Pai Panandiker	Not Applicable	Not Applicable
Mr. Prashant Devidas Pai	Director in Perma	Chief Financial Officerin Nerolac
Mr. G.T. Govindarajan	Not Applicable	Company Secretaryin Nerolac
Save and except as provided herein,no Inter-se relationship between the Directors of Nerolac, Marpol and Perma.

Page 52 of 64

16.10. Marpol and Perma are the wholly owned subsidiaries of Nerolac.

17. REVOCATION OF THE SCHEME:

17.1. In the event of any of the said sanctions and approvals referred to in Clause 16.1 above, not being obtained and/or complied with and/or satisfied and/or this Scheme not being sanctioned by the NCLT and/or order or orders not being passed as aforesaid before 31st March, 2021 or such other date as may be mutually agreed upon by the respective Board of Directors of Marpol, Perma and Nerolac who are hereby empowered and authorized to agree to and extend the aforesaid period from time to time without any limitations in exercise of their powers through and by their respective delegate(s), this Scheme shall stand revoked, cancelled and be of no effect and in that event, no rights and liabilities whatsoever shall accrue to or be incurred inter se Marpol, Perma and Nerolac or their respective shareholders or creditors or employees or any other person save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any right, liability or obligation which has arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out in accordance with the applicable law and in such case, each company shall bear its own costs unless otherwise mutually agreed. Further, the Board of Directors of Nerolac with the approval of the NCLT shall be entitled to revoke, cancel and declare the Scheme of no effect, if such Boards are of view that the coming into effect of the Scheme in terms of the provisions of this Scheme or filing of the drawn up orders with any authority could have adverse implication on all/any of the companies.

18. COST

18.1. All costs, charges and expenses including stamp duty and registration fee of any deed, document, instrument or Tribunal's order of Marpol, Perma and Nerolac respectively in relation to or in connection with negotiations leading upto the Scheme and of carrying out and implementing the terms and provisions of this Scheme and incidental to the completion of arrangement of the said Scheme and in pursuance of this scheme shall be borne and paid by Nerolac exclusively.

Page 53 of 64

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF KANSAI NEROLAC PAINTS LIMITED PURSUANT TO THE PROVISIONS OF SECTION 232(2)(C) OF THE COMPANIES ACT, 2013 IN THE SCHEME OF MERGER BY ABSORPTION INVOLVING MARPOL PRIVATE LIMITED, PERMA CONSTRUCTION AIDS PRIVATE LIMITED AND KANSAI NEROLAC PAINTS LIMITED.

1. Background

• 1.1. A meeting of the Board of Directors ("Board") of Kansai Nerolac Paints Limited was held on 29th July, 2020, wherein the Board approved the proposed Scheme of Merger by Absorption ("Scheme") for the proposed restructuring amongst Marpol Private Limited ("Marpol"), Perma Construction Aids Private Limited ("Perma") with Kansai Nerolac Paints Limited ("Nerolac") under Sections 230 to 232 of the Companies Act, 2013, and other applicable provisions of the Companies Act, 2013, as applicable ("Scheme"). The Appointed date for Amalgamation under the Scheme is 1st July, 2019.
• 1.2. In terms of Section 232(2)(c) of Companies Act, 2013, a report from the Board of the Company explaining the effect of the compromise on each class of shareholders, key managerial personnel, promoters, and non- promoter shareholders laying out in particular the share exchange ratio, specifying any special valuation difficulties has to be appended with the notice of the meeting of shareholders and creditors. This report of the Board is made in order to comply with the requirements of Section 232(2)(c) of Companies Act, 2013.
• 1.3. The present Scheme involves the merger of two wholly owned subsidiaries i.e. Marpol and Perma with its parent company i.e. Nerolac and no shares of Nerolac will be issued on the merger of Marpol and Perma with Nerolac. Therefore, there is no requirement for a share exchange ratio or valuation certificate.
• 1.4. For the purpose of this report, the Board has, inter-alia, considered the following documents:
  • (a) Draft Scheme, duly initialed by the Company Secretary of the Company for the purpose of identification.
  • (b) Certificate dated 12th December, 2019 from S R B C & CO LLP, Chartered Accountants, Statutory Auditors of Nerolac, confirming that the accounting treatment contained in the Scheme is in compliance with Accounting Standards prescribed under section 133 of the Companies Act, 2013.

2. Impact on key stakeholders

a) Merger of Marpol with Nerolac:

Marpol is a wholly owned subsidiary of Nerolac. Hence, no shares of Nerolac shall be issued on the merger of Marpol with Nerolac. Thus, there will be no adverse effect of the said Scheme on the Equity Shareholders, Key managerial personnel, Promoters and Non-Promoter shareholders of Nerolac.

b) Merger of Perma with Nerolac:

Perma is a wholly owned subsidiary of Nerolac. Hence, no shares of Nerolac shall be issued on the merger of Perma with Nerolac. Thus, there will be no adverse effect of the said Scheme on the Equity Shareholders, Key managerial personnel, Promoters and Non-Promoter shareholders of Nerolac.

By Order of the Board of Directors

Kansai Nerolac Paints Limited

P. P. Shah Chairman DIN : 00066242 11th September, 2020

Page 55 of 64

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF MARPOL PRIVATE LIMITED PURSUANT TO THE PROVISIONS OF SECTION 232(2) (C) OF THE COMPANIES ACT, 2013 IN THE SCHEME OF MERGER BY ABSORPTION INVOLVING MARPOL PRIVATE LIMITED, PERMA CONSTRUCTION AIDS PRIVATE LIMITED AND KANSAI NEROLAC PAINTS LIMITED.

1. Background

• 1.1. A meeting of the Board of Directors ("Board") of Marpol Private Limited was held on 25th July, 2019, wherein the Board approved the proposed Scheme of Merger by Absorption ("Scheme") for the proposed restructuring amongst Marpol Private Limited ("Marpol"), Perma Construction Aids Private Limited ("Perma") with Kansai Nerolac Paints Limited ("Nerolac") under Sections 230 to 232 of the Companies Act, 2013, and other applicable provisions of the Companies Act, 2013, as applicable ("Scheme"). The Appointed date for Amalgamation under the Scheme is 1st July, 2019.
• 1.2. In terms of Section 232(2)(c) of Companies Act, 2013, a report from the Board of the Company explaining the effect of the compromise on each class of shareholders, key managerial personnel, promoters, and non- promoter shareholders laying out in particular the share exchange ratio, specifying any special valuation difficulties has to be appended with the notice of the meeting of shareholders and creditors. This report of the Board is made in order to comply with the requirements of Section 232(2)(c) of Companies Act, 2013.
• 1.3. The present Scheme involves the merger of two wholly owned subsidiaries i.e. Marpol and Perma with its parent company i.e. Nerolac and no shares of Nerolac will be issued on the merger of Marpol and Perma with Nerolac. Therefore, there is no requirement for a share exchange ratio or valuation certificate.
• 1.4. For the purpose of this report, the Board has, inter-alia, considered the Draft Scheme, duly initialed by the Director of the Company for the purpose of identification.

2. Impact on key stakeholders

a) Merger of Marpol with Nerolac:

Marpol is a wholly owned subsidiary of Nerolac. Hence, no shares of Nerolac shall be issued on the merger of Marpol with Nerolac. Thus, there will be no adverse effect of the said Scheme on the Equity Shareholders, Key managerial personnel, Promoters and Non-Promoter shareholders of Marpol.

b) Merger of Perma with Nerolac:

Perma is a wholly owned subsidiary of Nerolac. Hence, no shares of Nerolac shall be issued on the merger of Perma with Nerolac. Thus, there will be no adverse effect of the said Scheme on the Equity Shareholders, Key managerial personnel, Promoters and Non-Promoter shareholders of Marpol.

By Order of the Board of Directors

Marpol Private Limited

Prashant Devidas Pai Director DIN : 08115481

11th September, 2020

Page 57 of 64

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF PERMA CONSTRUCTION AIDS PRIVATE LIMITED PURSUANT TO THE PROVISIONS OF SECTION 232(2)(C) OF THE COMPANIES ACT, 2013 IN THE SCHEME OF MERGER BY ABSORPTION INVOLVING MARPOL PRIVATE LIMITED, PERMA CONSTRUCTION AIDS PRIVATE LIMITED AND KANSAI NEROLAC PAINTS LIMITED.

1. Background

• 1.1. A meeting of the Board of Directors ("Board") of Perma Construction Aids Private Limited was held on 26th July, 2019, wherein the Board approved the proposed Scheme of Merger by Absorption ("Scheme") for the proposed restructuring amongst Marpol Private Limited ("Marpol"), Perma Construction Aids Private Limited ("Perma") with Kansai Nerolac Paints Limited ("Nerolac") under Sections 230 to 232 of the Companies Act, 2013, and other applicable provisions of the Companies Act, 2013, as applicable ("Scheme"). The Appointed date for Amalgamation under the Scheme is 1st July, 2019.
• 1.2. In terms of Section 232(2)(c) of Companies Act, 2013, a report from the Board of the Company explaining the effect of the compromise on each class of shareholders, key managerial personnel, promoters, and non-promoter shareholders laying out in particular the share exchange ratio, specifying any special valuation difficulties has to be appended with the notice of the meeting of shareholders and creditors. This report of the Board is made in order to comply with the requirements of Section 232(2)(c) of Companies Act, 2013.
• 1.3. The present Scheme involves the merger of two wholly owned subsidiaries i.e. Marpol and Perma with its parent company i.e. Nerolac and no shares of Nerolac will be issued on the merger of Marpol and Perma with Nerolac. Therefore, there is no requirement for a share exchange ratio or valuation certificate.
• 1.4. For the purpose of this report, the Board has, inter-alia, considered the following documents:
  • a) Draft Scheme, duly initialed by the Director of the Company for the purpose of identification.
  • b) Certificate dated 28th February, 2020 from Manoj Shah & Co. Chartered Accountants, confirming that the accounting treatment contained in the Scheme is in compliance with Accounting Standards prescribed under section 133 of the Companies Act, 2013

2. Impact on key stakeholders

a) Merger of Marpol with Nerolac:

Marpol is a wholly owned subsidiary of Nerolac. Hence, no shares of Nerolac shall be issued on the merger of Marpol with Nerolac. Thus, there will be no adverse effect of the said scheme on the Equity Shareholders, Key managerial personnel, Promoters and Non-Promoter shareholders of Perma.

b) Merger of Perma with Nerolac:

Perma is a wholly owned subsidiary of Nerolac. Hence, no shares of Nerolac shall be issued on the merger of Perma with Nerolac. Thus, there will be no adverse effect of the said scheme on the Equity Shareholders, Key managerial personnel, Promoters and Non-Promoter shareholders of Perma.

By Order of the Board of Directors Perma Construction Aids Private Limited

Prashant Devidas Pai Director DIN : 08115481

11th September, 2020

Page 59 of 64

KANSAI NEROLAC PAINTS LIMITED

UNAUDITED STANDALONE BALANCE SHEET AS AT 30 JUNE 2020

					₹ in Crores
	Note	As at30 June 2020(Unaudited)		As at31 March 2020(Audited)
ASSETS
Non-current Assets
Property, Plant and Equipment	2	1569.66		1594.61
Capital Work-in-progress		181.78		164.43
Right of Use Assets (ROU)	2A	107.45		111.06
Investment Property	3	0.18		0.18
Other Intangible Assets	4	2.36		2.79
			1861.43		1873.07
Financial Assets:
Investments	5	149.98		149.92
Loans	6	14.65		14.88
			164.63		164.80
Non- Current Tax Assets (Net)			146.51		145.33
Other Non-current Assets	7		137.49		145.87
Total Non-current Assets			2310.06		2329.07
Current Assets
Inventories	8		917.20		930.14
Financial Assets:
Investments	9	246.71		305.10
Trade Receivables	10	576.98		674.50
Cash and Cash Equivalents	11	49.35		163.61
Bank Balances other than Cash and CashEquivalents	12	2.66		2.67
Loans	13	5.67		4.30
Other Financial Assets	14	6.84		6.09
			888.21		1156.27
Other Current Assets	15		195.76		176.96
Total Current Assets			2001.17		2263.37
Total Assets			4311.23		4592.44
EQUITY AND LIABILITIES
Equity
Equity Share Capital	16	53.89		53.89
Other Equity	17	3605.48		3732.98
Total Equity			3659.37		3786.87
Liabilities
Non-current Liabilities
Financial Liabilities:
Borrowings	18	-		-
Lease Liabilities	42	46.42		49.04
Deferred Tax Liabilities (Net)	19	83.17		84.97
Total Non-current Liabilities			129.59		134.01
Current Liabilities
Financial Liabilities:
Lease Liabilities	42	10.84		10.97
Trade Payables	20
Total Outstanding dues of Micro Enterprises		52.44		32.51
and Small EnterprisesTotal Outstanding dues of creditors other		301.36		487.00
than Micro Enterprises and Small Enterprises
		353.80		519.51
Other Financial Liabilities	21	108.44		99.10
		473.08		629.58
Other Current Liabilities	22	28.57		23.02
Provisions	23	17.31		15.65
Current Tax Liabilities (Net)	24	3.31		3.31
Total Current Liabilities			522.27		671.56
Total Liabilities			651.86		805.57
Total Equity and Liabilities			4311.23		4592.44

For and on behalf of board of directors of Kansai Nerolac Paints Limited

Page 60 of 64

KANSAI NEROLAC PAINTS LIMITED UNAUDITED STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE PERIOD FROM 1ST APRIL, 2020 TO 30TH JUNE, 2020

					₹ in Crores
	Note	Period ended30 June 2020(Unaudited)		Year ended31 March 2020(Audited)
Income
Revenue from Operations	25		598.05		4943.17
Other Income	26		7.93		26.86
Total Income			605.98		4970.03
Expenses
Cost of Materials Consumed	27	230.06		2722.18
Purchases of Stock-in-trade		43.47		284.23
Changes in Inventories of Finished Goods, Stock-intrade and Work-in-progress	28	75.44		51.21
Employee Benefits Expense	29	64.50		269.38
Finance Cost	42	1 .32		5.00
Depreciation and Amortisation Expenses	30	3 1.83		119.88
Other Expenses	31	104.07		834.55
Total Expenses			550.69		4286.43
Profit Before Tax			55.29		683.60
Tax Expense
Current Tax	19	1 4.23		166.33
Deferred Tax	19	( 1.65)		(18.13)
Total Tax Expense			1 2.58		148.20
Profit for the Period			4 2.71		535.40
Other Comprehensive Income(i) Items that will not be reclassified to StandaloneStatement of Proflt and Loss
(a) Remeasurement of Defined Benefit Liability		( 0.60)		(1.37)
(b) Income tax relating to items that will not bereclassified to Standalone Statement of Profitand Loss		0 .15		0.35
Total Other Comprehensive Income (net of taxes)			( 0.45)		(1.02)
Total Comprehensive Income for the Period			4 2.26		534.38
Earnings per Share (of ₹ 1 each)
Basic and Diluted (in ₹)	33		0.79		9.94

For and on behalf of board of directors of

Kansai Nerolac Paints Limited

P.D. Pai Director Finance & CFO

Page 61 of 64

Marpol Private Limited

Unaudited Balance Sheet as at 30th June 2020

	As at 30 June 2020	As at 31 March 2020
	Rs. INR	Rs. INR
ASSETS
Non-current Assets
Property, Plant and Equipment	10,48,00,811	5,83,38,041
Capital Work - in - Progress	-	4,31,94,981
Other Intangible Assets	4,81,319	6,38,862
Non-Current Tax Assets (Net)	33,09,542	23,09,542
Total Non-current Assets	10,85,91,672	10,44,81,426
Current Assets
Inventories	12,16,94,752	13,35,56,299
Financial Assets:
Trade Receivables	11,23,64,669	14,94,01,586
Cash and Cash Equivalents	2,13,207	19,33,488
Loans	6,08,424	6,41,725
	11,31,86,300	15,19,76,799
Other Current Assets	50,70,941	55,38,623
Total Current Assets	23,99,51,993	29,10,71,721
Total Assets	34,85,43,665	39,55,53,147
EQUITY AND LIABILITIES
Equity
Equity Share Capital	2,99,52,000	2,99,52,000
Other Equity	8,10,34,505	9,16,23,926
Total Equity	11,09,86,505	12,15,75,926
Liabilities
Non-current Liabilities
Deferred Tax Liabilities (Net)	4,48,711	3,42,599
Total Non-current Liabilities	4,48,711	3,42,599
Current Liabilities
Financial Liabilities:
Borrowings	10,74,09,418	14,20,04,825
Trade Payables
Total Outstanding dues of Micro Enterprises andSmall Enterprises	-	-
Total Outstanding dues of creditors other than	9,98,79,726	12,32,73,779
Micro Enterprises and Small Enterprises
	9,98,79,726	12,32,73,779
Other Financial Liabilities	1,02,09,652	33,73,115
	21,74,98,796	26,86,51,719
Other Current Liabilities	1,54,855	19,19,738
Provisions	1,94,54,797	30,63,165
Total Current Liabilities	23,71,08,449	27,36,34,622
Total Liabilities	23,75,57,160	27,39,77,221
Total Equity and Liabilities	34,85,43,665	39,55,53,147

For Marpol Private Limited

Page 62 of 64

Marpol Private Limited

Unaudited Statement of Profit & Loss for the period from 1st April, 2020 to 30th June 2020

	For 3 months periodended on 30 June,2020	For Year Ended 31March, 2020
	Rs. INR	Rs. INR
Income
Revenue from Operations	5,53,79,189	59,02,73,659
Other Income	-	29,767
Total Income	5 ,53,79,189	5 9,03,03,426
Expenses
Cost of Materials Consumed	1,85,69,419	39,18,66,216
Changes in Inventories of Finished Goods, Stock-intrade and Work-in-progress	1,88,91,347	-8,41,472
Employee Benefits Expense	1,00,51,671	4,55,90,135
Finance Costs	31,35,803	1,13,59,129
Depreciation and Amortisation Expenses	28,54,786	1,09,28,904
Other Expenses	1,23,58,890	9,64,62,357
Total Expenses	6 ,58,61,917	5 5,53,65,269
Profit Before Tax	- 1,04,82,728	3 ,49,38,157
Tax Expense
Current Tax	-	58,31,877
Deferred Tax	1,06,112	1,39,445
Total Tax Expense	1 ,06,112	5 9,71,322
Profit for the Year	- 1,05,88,841	2 ,89,66,835
Other Comprehensive Income	-	-
Total Comprehensive Income for the year	- 1,05,88,841	2 ,89,66,835

For Marpol Private Limited

P. D. Pai

Director

Page 63 of 64

PERMA CONSTRUCTION AIDS PRIVATE LIMITED

Unaudited Balance Sheet as at 30th June 2020

	As at 30 June 2020	As at 31 March 2020
	Rs. INR	Rs. INR
ASSETS
Non-current Assets
Property, Plant and Equipment	2,93,83,174	3,00,63,742
Financial Assets:
Loans	12,54,525	12,54,525
Total Non-current Assets	3,06,37,699	3,13,18,267
Current Assets
Inventories	3,16,49,491	3,64,75,010
Financial Assets:
Trade Receivables	6,71,57,032	6,75,89,294
Cash and Cash Equivalents	3,88,66,195	2,67,84,879
	10,60,23,227	9,43,74,173
Other Current Assets	79,72,938	80,23,747
Total Current Assets	14,56,45,656	13,88,72,930
Total Assets	17,62,83,355	17,01,91,197
EQUITY AND LIABILITIES
Equity
Equity Share Capital	99,00,000	99,00,000
Other Equity	12,74,29,940	12,63,22,979
Total Equity	13,73,29,940	13,62,22,979
Liabilities
Non-current Liabilities
Deferred Tax Liabilities (Net)	9,28,981	28,945
Total Non-current Liabilities	9,28,981	28,945
Current Liabilities
Financial Liabilities:
Trade Payables
Total Outstanding dues of Micro Enterprises andSmall Enterprises	1,08,79,647	87,38,497
Total Outstanding dues of creditors other thanMicro Enterprises and Small Enterprises	1,81,51,455	1,47,84,470
	2,90,31,102	2,35,22,967
Other Financial Liabilities	16,13,825	-
	3,06,44,927	2,35,22,967
Other Current Liabilities	42,25,017	35,51,868
Provisions	31,54,490	68,64,438
Total Current Liabilities	3,80,24,434	3,39,39,273
Total Liabilities	3,89,53,415	3,39,68,218
Total Equity and Liabilities	17,62,83,355	17,01,91,197

For PERMA CONSTRUCTION AIDS PRIVATE LIMITED

P. D. Pai Director

Page 64 of 64

PERMA CONSTRUCTION AIDS PRIVATE LIMITED

Unaudited Statement of Profit & Loss for the period from 1st April, 2020 to 30th June 2020

	For 3 months periodended on 30 June, 2020	For Year Ended 31March, 2020
	Rs. INR	Rs. INR
Income
Revenue from Operations	5,40,89,581	35,23,11,658
Other Income	3,62,260	4,80,651
Total Income	5,44,51,841	35,27,92,309
Expenses
Cost of Materials Consumed	2,78,54,565	19,66,03,215
Changes in Inventories of Finished Goods, Stock-intrade and Work-in-progress	24,73,247	9,49,759
Employee Benefits Expense	1,34,90,011	6,28,60,085
Finance Costs	748	3,37,854
Depreciation and Amortisation Expenses	6,86,368	28,03,109
Other Expenses	75,94,711	5,83,93,685
Total Expenses	5,20,99,650	32,19,47,707
Profit Before Tax	23,52,191	3,08,44,602
Tax Expense
Current Tax	3,45,194	79,76,296
Deferred Tax	9,00,036	1,11,583
Total Tax Expense	12,45,230	80,87,879
Profit for the Year	11,06,961	2,27,56,723
Other Comprehensive Income	-	-
Total Comprehensive Income for the year	11,06,961	2,27,56,723

For PERMA CONSTRUCTION AIDS PRIVATE LIMITED

P. D. Pai

Director