Communication Address : Solara Active Pharma[Sci] ences Limited Batra Centre No. 28. Sardar Patel Road. Post Box 2630 Guindy, Chennai - 600 032. India Tel : +91 44 43446700, 22207500 Fax : +91 44 22350278

SOLARA Active Pharma Sciences

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September 6, 2019

The BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai -400 001 Scrip Code: 541540

The National Stock Exchange oflndia Limited Exchange Plaza, Bandra-Kurla Complex Bandra (E), Mumbai -400 051

Scrip Code: SOLARA

Dear Sir/ Madam,

Sub: National Company Law Tribunal convened meetings of Equity Shareholders and Unsecured Creditors of the Company.

In compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached copies of the notice of the meeting of Equity Shareholders and Unsecured Creditors of the Company scheduled to be held on Thursday, October 10, 2019 at 10.00 a.m. and 11.00 a.�. respectively at Hotel Regenza By Tunga, Plot No.37, Sector 30-A, Vashi, Navi Mumbai-400 703 as directed by Mumbai Bench ofNational Company Law Tribunal (NCL T) vide its order dated August 6, 2019 to consider and approve the scheme for merger of Strides Chemicals Private Limited with Solara Active Pharma Sciences Limited and their respective shareholders and creditors pursuant to the provisions of Sections 230 -232 of the Companies Act, 2013.

The Company is providing facilities of remote e-voting, physical ballot at the venue of the meeting and voting through electronic means at the venue of the meeting (insta poll) to enable the shareholders to vote on the resolution proposed in the aforesaid notice. Remote e-voting period commences on Saturday, October 5, 2019 (9.00 a.m. 1ST) and ends on Wednesday, October 9, 2019 (5.00 p.m. 1ST). During this period, equity shareholders of the Company holding shares and whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories, as on the cut-off date, i.e. Friday, August 16, 2019, may cast their vote electronically. The notices are also available on the website of the Company at www: solara.co.in. You are requested to take the same on record.

Thanking you,

Yours faithfully, Solara Active Pharma Sciences Limited � � • M11 ra 1 .. K . I . I � rts rna lY-1 Company Secretary Encl.: as above

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Solara Active Pharma Sciences Limited• CIN: L24230MH2017PLC291636 REGD. OFF: 201, Devavrata, Sector 17, Vashi Navi Mumbai - 400703. India/ Tel: 91-22-2789 2924 / 2789 3199 / Fax: 91-22-2789 2942

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SOLARA ACTIVE PHARMA SCIENCES LIMITED

Registered Ofce	:	201, Devavrata, Vashi, Sector – 17, Navi Mumbai - 400703
Tel No	:	+91 22 27892924
Fax No:	:	+91 22 27892942
CIN	:	L24230MH2017PLC291636(formerlyU24230MH2017PLC291636)
Website	:	http://www.solara.co.in
Email	:	[email protected]

TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS

		TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS
Day	:	Thursday
Date	:	October 10, 2019
Time	:	10.00 a.m.
Venue	:	Hotel Regenza ByTunga, Plot No.37, Sector 30-A, Vashi, Navi Mumbai - 400 703
REMOTE E-VOTING:
Commencing on	:	Saturday,October 5,2019 at 9.00 a.m. IST
Ending on	:	Wednesday,October 9,2019 at 5.00p.m. IST

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Sl. No. Contents Page No.
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Sl. No.	Contents	Page No.

1.	Notice of Tribunal Convened Meeting of the equity shareholders of Solara Active Pharma Sciences Limited convened asper the directions of the Mumbai Bench of the National CompanyLaw Tribunal.	2
2.	Explanatory Statement under Section 230(3) of the Companies Act, 2013, read with Section 102 of the Companies Act, 2013 and Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations)Rules, 2016.	8
3.	Scheme of Merger between Solara Active Pharma Sciences Limited and Strides Chemicals Private Limited and their respective shareholders under Sections 230 - 232 of the Companies Act, 2013, enclosed asAnnexure 1.	20
4.	Report adopted by the Board of Directors of Solara Active Pharma Sciences Limited pursuant to the provisions of Section 232(2)(c)of the Companies Act, 2013, enclosed asAnnexure 2.	40
5.	Report adopted by the Board of Directors of Strides Chemicals Private Limited pursuant to the provisions of Section 232(2)(c)of the Companies Act, 2013, enclosed asAnnexure 3.	43
6.	Pre-Scheme and post-Scheme shareholding pattern of Solara Active Pharma Sciences Limited and Strides Chemicals Private Limited, enclosed asAnnexure 4.	45
7.	Supplementary accounting statement of Solara Active Pharma Sciences Limited for the period ending June 30, 2019, enclosed asAnnexure 5.	47
8.	Supplementary accounting statement of Strides Chemicals Private Limited for the period ending June 30, 2019, enclosed asAnnexure 6.	54
9.	Form of Proxy	57
10.	Attendance Slip	59
11.	Route Map	60

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH, AT MUMBAI

COMPANY SCHEME APPLICATION NO. 1671 OF 2018

In the matter of the Companies Act, 2013;

And

In the matter of Application under Sections 230 - 232 of the Companies Act, 2013;

And

In the matter of Solara Active Pharma Sciences Limited [CIN: L24230MH2017PLC291636], a company, incorporated under the Companies Act of 2013, having its registered office at 201, Devavrata, Vashi, Sector – 17, Navi Mumbai – 400703;

And

In the matter of Scheme of Merger between Strides Chemicals Private Limited and Solara Active Pharma Sciences Limited and their respective shareholders.

Solara Active Pharma Sciences Limited [CIN: L24230MH2017PLC291636], a company, ) incorporated under the Companies Act of 2013, having its registered office at 201, ) Devavrata, Vashi, Sector – 17, Navi Mumbai – 400703 ) … Applicant Company

NOTICE CONVENING THE TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF SOLARA ACTIVE PHARMA SCIENCES LIMITED

Notice is hereby given that by an order dated August 6, 2019, the Mumbai Bench of the National Company Law Tribunal (“ NCLT ”, and such order, the “ Order ”) has directed a meeting to be held of equity shareholders of Solara Active Pharma Sciences Limited (“ Applicant Company/ Solara ”) for the purpose of considering, and if thought fit, approving with or without modification, the proposed scheme of merger between the Applicant Company and Strides Chemicals Private Limited (“ Strides ”) and their respective shareholders, pursuant to the provisions of Sections 230 - 232 of the Companies Act, 2013 (“ Act ”) (the “ Scheme ”).

In pursuance of the said Order and as directed therein, further notice is hereby given that a meeting of equity shareholders of the Applicant Company will be held at the Hotel Regenza By Tunga, Plot No.37, Sector 30-A, Vashi, Navi Mumbai – 400 703 on October 10, 2019, at 10.00 a.m (“ Tribunal Convened Meeting ” or “ Meeting ”), at which place, date and time, the equity shareholders are requested to attend.

Copies of the said Scheme and of the Explanatory Statement under Section 230 of the Act can be obtained free of charge at the Registered Office or at the offices of its Advocates, Cyril Amarchand Mangaldas, Advocates & Solicitors, 5th Floor, Peninsula Chambers, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Persons entitled to attend and vote at the Tribunal Convened Meeting, may vote in person or by proxy or through authorized representative, provided that all proxies in the prescribed form/ authorization, duly signed by the person entitled to attend and vote are deposited at the Registered Office of the Applicant Company at 201, Devavrata, Vashi, Sector 17, Navi Mumbai – 400 703, Maharashtra not later than 48 hours before the aforesaid Tribunal Convened Meeting.

Forms of proxy can be obtained at the Registered Office of the Applicant Company or at the offices of its Advocates, Cyril Amarchand Mangaldas, Advocates & Solicitors, 5th Floor, Peninsula Chambers, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013.

The NCLT has appointed Mr. Vishal Phal, an Advocate, and in his absence Mr. Swanand Ganoo, an advocate,to be the Chairperson of the said Tribunal Convened Meeting. The above mentioned Scheme, if approved at the Tribunal Convened Meeting, will be subject to the subsequent approval of the NCLT.

TAKE NOTICE that the following resolutions are proposed under Sections 230(3) of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), the provisions of the Memorandum of Association and Articles of Association of the Applicant Company, for the purpose of considering, and if thought fit, to assent/ dissent for the following resolutions:

“ RESOLVED THAT pursuant to the provisions of Sections 230 - 232 of the Companies Act, 2013, and any other applicable provisions of the Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof, for the time being in force), the rules, circulars and notifications made thereunder as may be applicable, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof, for the time being in force), and relevant provisions of other applicable laws, the provisions of the Memorandum of Association and Articles of Association of Solara Active Pharma Sciences Limited, and subject to the approval of the Mumbai Bench of the National Company Law Tribunal and such other approvals, permissions and sanctions of regulatory or governmental and other authorities or tribunal, as may be necessary, and subject to such conditions and modifications as may be prescribed or imposed by the Mumbai Bench of the National Company Law Tribunal, or by any regulatory or other authorities or tribunal, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of Solara Active Pharma Sciences Limited (hereinafter referred to as the “ Board ”, which term shall be deemed to mean and include one or more committee(s) constituted/to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the proposed merger embodied in the scheme of merger between Solara Active Pharma Sciences Limited (formerly known as SSL Pharma Sciences Limited), a public listed company, having its registered office at 201, Devavrata, Vashi, Sector 17, Navi Mumbai – 400 703, Maharashtra and Strides Chemicals Private Limited (formerly known as Perrigo API India Private Limited), a private limited company, having its registered office at Plot No. N-39/ N-39-1, Anand Nagar MIDC, Additional Ambernath, Ambernath (East), Thane- 421506 and their respective shareholders (“ Scheme ”) placed before this meeting and initialed by the Company Secretary for the purpose of identification, be and is hereby approved with or without modification and for conditions, if any, which may be required and/or imposed and/or permitted by the Mumbai Bench of the National Company Law Tribunal while sanctioning the Scheme and/or by any governmental authority.

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

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

Further, please note that in compliance with the Order and provisions of Section 230(4) read with Section 108 of the Act read with Rules 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014,

and in accordance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Applicant Company has provided the facility of remote e-voting so as to enable the equity shareholders to consider and if thought fit, approve the Scheme.

Accordingly, the Applicant Company shall be providing its shareholders the option to vote on the Scheme by way of: (i) remote e-voting; or (ii) physical ballot at the venue of the Meeting; or (iii) voting through electronic means at the venue of the Meeting (Insta Poll) to be held on October 10, 2019.

Dated at this 3[rd] day of September, 2019

Sd/- Vishal Phal Chairperson appointed for the Meeting

: Registered Office Solara Active Pharma Sciences Limited 201, Devavrata, Vashi, Sector – 17, Navi Mumbai – 400703, Maharashtra

Notes:

Only registered equity shareholders of the Applicant Company may attend and vote (either in person or by proxy or by authorized representaive) at the Meeting. An equity shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy(ies) to attend and vote instead of himself/herself and such proxies need not be an equity shareholder of the Applicant Company.
Proxies, to be effective shall be in the prescribed form, duly filed, stamped, signed and deposited by the person entitled to attend and vote at the said Meeting, or by his authorised representative, not less than 48 hours before the commencement of the Meeting at the Registered Office of the Applicant Company. The form of proxy can be obtained free of charge at the registered office of the Applicant Company or at the offices of its Advocates, Cyril Amarchand Mangaldas, Advocates & Solicitors, 5th Floor, Peninsula Chambers, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013.
Pursuant to the provisions of Act and the rules thereunder, a person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Applicant Company carrying voting rights. An equity shareholder holding more than ten percent, of the total share capital of the Applicant Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or equity shareholder.
All alterations made in the form of proxy should be initialed.
A minor cannot be appointed as a proxy.
The proxy of a member who is blind or incapable of writing will be accepted if such member has attached his/ her signature or mark thereto in presence of a witness who has signed the proxy form and added his/ her description and address provided that all insertions have been made by the witness at the request and in the presence of the member before the witness attached his/ her signature or mark.
The proxy of a member who does not know English maybe accepted if it is executed in the manner prescribed in note 6, and the witness certifies that it was explained to the member in the language known to him/her, and gives the member’s name in English below the signature.
Shareholders are requested to hand over the enclosed Attendence Slip, duly signed in accordance with their specimen signature(s) registered with their respective Depositories or with the Applicant Company for admission to the meeting hall.
In case of joint holders attending the Tribunal Convened Meeting, only such joint holder whose name appears at the top in the hierarchy of names, in the register of members of the Applicant Company in respect of such joint holding, shall be entitled to vote.

The authorized representative of a body corporate which is a equity shareholder of the Applicant Company may attend and vote at the said meeting provided a certified true copy of the resolution of the board of directors or other governing body of the body corporate authorizing such representative to attend and vote at the said meeting is deposited at the registered office of the Applicant Company at least 48 (forty eight) hours before the time fixed for the meeting. Further, the authorized representative and any persons voting by proxy are requested to carry a copy of valid proof of identity at the meeting.
The quorum of the meeting of the equity shareholders of the Applicant Company shall be 30 (thirty) members of the Applicant Company, present in person, as prescribed under Section 103(1) (a) (iii) of the Act.
The Notice, together with the documents accompanying the same, is being sent to all the equity shareholders by permitted mode whose names appear in the register of members or the list of Beneficial Owners as received from National Securities Depository Limited/Central Depository Services (India) Limited, as on August 16, 2019 and a person who is not an equity shareholder on such date should treat the notice for information purposes only. The voting rights of an equity shareholder shall be in proportion to such equity shareholder’s equity shareholding as on August 16, 2019.
All documents referred to in the Notice and Explanatory Statement will be available for inspection at the Applicant Company’s Registered Office between 10.00 a.m. to 1.00 p.m. on the working days till the date of the Meeting.
In compliance with Section 108 of the Act, read with the relevant Rules of the Act and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in accordance with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company has provided the facility to the members to exercise their vote remotely through the electronic voting service facility provided by Karvy Fintech Private Limited, Hyderabad (“ Karvy ”).
Equity shareholders desiring to exercise their vote by using the remote e-voting facility are requested to carefully follow the instructions in the Notes under the Section ‘Voting through electronic means’ in this Notice.
The remote e-voting period commences on Saturday, October 5, 2019, (at 9.00a.m. IST) and ends on Wednesday, October 9, 2019, (at 5.00 p.m. IST). During this period, members of the Applicant Company holding shares either in physical form or in dematerialized form, as on the cut-off date, i.e. August 16, 2019, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by Karvy for voting on Wednesday, October 9, 2019, at 5.00 p.m. IST. Once the vote on the resolution is cast by a member, he or she will not be allowed to change it subsequently.
The members attending the Meeting who have not already cast their vote by remote e-voting shall be able to exercise their vote at the Meeting. However, in case members cast their vote both via remote e-voting and voting at the Meeting, then voting through remote e-voting shall prevail and voting done at the Meeting shall be treated as invalid. In case the members attending the Meeting have voted both through physical ballot paper as well as through the electronic voting system (Insta Poll) available at the Meeting, the vote on the electronic voting system (Insta Poll) shall be deemed valid and the vote cast through the the physical ballot paper shall be deemed invalid.
The Notice convening the aforesaid Tribunal Convened Meeting will be published through advertisement in the Indian Express (Mumbai edition) in English language and a Marathi translation thereof in Loksatta (Mumbai edition) indicating the day, date, place and time of the Meeting and stating that the copies of the Scheme, the Explanatory Statement required to be furnished pursuant to Sections 230 - 232 of the Act and the form of proxy shall be provided free of charge at the Registered Office of the Applicant Company.
The Tribunal vide its order dated August 6, 2019 has appointed M/s. Nilesh Shah and Associates, Practicing Company Secretaries, represented by Mr. Nilesh Shah residing at 404/B, Poonam Sagar, Poonam Nagar, Off. Mahakali Caves Road, Andheri (East), Mumbai – 400 093, failing which, Ms. Hetal Shah having membership number FCS – 8063, failing which Mr. Mahesh Darji, having membership number FCS – 7175, as the scrutinizer for the Meeting and the remote e-voting process.

The scrutinizer will submit his consolidated report to the Chairperson of the Meeting after scrutinizing the voting made by members, of the Applicant Company through remote e-voting, physical ballot and e-voting at the Meeting.
The results, together with scrutinizer’s report, will be announced on or before October 11, 2019 and will be placed on the website of the Company at http://www.solara.co.in and on Karvy’s website at https://evoting.karvy.com besides being communicated to the BSE Limited and National Stock Exchange of India Limited where the shares of the Applicant Company are listed.

Voting through Electronic Means

The instructions for the Members for remote e- voting are as under:-
(i) To use following URL for remote e-voting: https://evoting.karvy.com/
(ii) Enter the login credentials i.e., user id and password mentioned below this communication. Your Folio No/ DP ID/ Client ID will be your user ID.

User – ID	For Members holding shares in Demat Form a) For NSDL : 8 Character DP ID followed by 8 Digits Client ID b) For CDSL : 16 digits benefciary ID For Members holding shares in Physical Form Event No. followed byFolio Number registered with the Company
Password	In case of Members who have not registered their e-mail addresses, their User-Id and Password isprinted below.
Captcha	Enter the verifcation code i.e., please enter the alphabets and numbers in the exact way as theyare displayed for securityreasons.

(iii) After entering the details appropriately click on LOGIN.
(iv) Password change menu will appear. Change the password with a new password of your choice. The new password has to be a minimum of 8 (eight) characters consisting of at least 1 (one) upper case (A-Z), 1 (one) lower case (a-z), 1 (one) numeric value (0-9) and a special character.

Kindly note that this password can be used by the Demat holders for voting on any resolution of any other company on which they are eligible to vote, provided that company opts for remote e-voting through Karvy e-voting platform.

The system will prompt you to change your password and update any contact details like mobile no., email ID etc., on first login. You may also enter the ‘Secret Question’ and answer of your choice to retrieve your password in case you forget it.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(v) Login again with the new credentials.
(vi) On successful login, system will prompt to select the ‘EVENT’ (E-voting Event Number) i.e., the Company’s name ‘Solara Active Pharma Sciences Limited’.
(vii) On the voting page, you will see the ‘Resolution Description’ and against the same the option ‘FOR/ AGAINST/ ABSTAIN’ from voting.
(viii) Enter the number of shares (which represents number of votes) under ‘FOR/ AGAINST/ ABSTAIN’ or alternatively you may partially enter any number in ‘FOR’ and partially in ‘AGAINST’, but the total number in ‘FOR/ AGAINST’ taken together should not exceed your total shareholding. If the member does not want to cast his vote, select ‘ABSTAIN’.

(ix) Members holding multiple folios/ demat account shall choose the voting process separately for each folios/ demat account.
(x) After selecting the resolution you have decided to vote on, click on ‘SUBMIT’. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on ‘CANCEL’ and accordingly modify your vote.
(xi) Once you ‘CONFIRM’ your vote on the resolution, you will not be allowed to modify your vote.
(xii) Corporate/ Institutional Members (Corporate/ FIs/ FIIs/ Trust/ Mutual Funds/ Banks etc.) are required to send scan (PDF format) of the relevant board resolution to the Scrutinizer through e-mail to [email protected] with a copy to [email protected].
(xiii) In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the download section of https://evoting.karvy.com or contact Mr. Raju S V of Karvy at +91 40 6716 2222 or at 1800 345 4001 (toll free).
(xiv) Members are eligible to cast vote electronically only if they are holding shares as on (day), (date).
(xv) The remote e-voting period shall commence at 9.00 a.m. on Saturday, October 5, 2019, and will end at 5.00 p.m. on Wednesday, October 9, 2019. The remote e-voting module shall be disabled by Karvy at 5.00 p.m. on Wednesday, October 9, 2019.

Encl: As above

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

Pursuant to an order dated August 6, 2019, passed by the Mumbai Bench of the National Company Law Tribunal (“NCLT”) in the abovementioned application 1671 of 2018 (“Order”), a meeting of the equity shareholders of Solara Active Pharma Sciences Limited (the “Applicant Company/ Solara”) is being convened at Hotel Regenza By Tunga, Plot No.37, Sector 30-A, Vashi, Navi Mumbai – 400 703 on Thursday, October 10, 2019, at 10.00 a.m. (“Tribunal Convened Meeting” or “Meeting”) for the purpose of considering, and if thought fit, approving, with or without modification, the scheme of merger between the Applicant Company and Strides Chemicals Private Limited (“Strides”) and their respective shareholders, pursuant to the provisions of Sections 230 - 232 of the Companies Act, 2013 (“Act”), and any other applicable provisions of the Act, as applicable (including any statutory modification(s) or re-enactment thereof, for the time being in force) (the “Scheme”). The Scheme has been approved by the Board of Directors of the Applicant Company (“Board”) at their meeting held on September 28, 2018. A copy of the Scheme is enclosed as Annexure 1.
The Scheme inter alia provides for the amalgamation of Strides with the Applicant Company by way of merger by absorption and followed by the dissolution without winding up of Strides and the consequent cancellation of equity shares held by the Applicant Company in Strides, and various other matters consequential to or otherwise integrally connected with the above pursuant to the provisions of Sections 230 - 232 of the Act, and any other applicable provisions of the Act, as applicable (including any statutory modification(s) or re-enactment thereof), for the time being in force.
In terms of the said Order, the quorum for the Tribunal Convened Meeting shall be 30 (thirty) members present in person as prescribed under Section 103(1)(a)(iii) of the Act. In case the quorum as noted above for the Meeting is not present, then the Meeting shall be adjourned to the same day in the next week at the same time and place, or to such other date and such other time as the Board may determine, and thereafter the persons present and voting shall be deemed to constitute the quorum. In terms of the said Order, the NCLT, has appointed Mr. Vishal Phal, an Advocate and in his absence, Mr. Swanand Ganoo, an Advocate, to be the Chairperson of the Tribunal Convened Meeting.
The Applicant Company has filed the Scheme with the Registrar of Companies, Maharashtra in Form No. GNL-1.
The Scheme is subject to approval by majority of persons representing three-fourth in value of the equity shareholders and unsecured creditors of the Applicant Company, voting in person or by proxy or through authorized representative or by remote e-voting (in case of the equity shareholders), in terms of Section 230-232 of the Act.

6. Details as per Rule 6(3) of the Merger Rules

(i) Details of the order of the NCLT directing the calling, convening and conducting of the Meeting:

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

(ii) Details of the Applicant Company and Strides

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S. Strides Chemicals Solara Active
Particulars
No. Private Limited Pharma Sciences Limited
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S. No.	Particulars	Strides Chemicals Private Limited	Solara Active Pharma Sciences Limited

1.	Corporate Identifcation Number	U24290MH2003PTC138910	L24230MH2017PLC291636 (formerly U24230MH2017PLC291636)
2.	Permanent Account Number	AABCV6155D	AAYCS2093N
3.	Date of Incorporation	January29,2003	February23,2017
4.	Type of company	Private limited company	Public limited company

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S. Strides Chemicals Solara Active
Particulars
No. Private Limited Pharma Sciences Limited
Plot No. N-39/ N-39-1, Anand Nagar
201, Devavrata, Vashi, Sector – 17,
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S. No.	Particulars	Strides Chemicals Private Limited	Solara Active Pharma Sciences Limited
	id f dd d	Plot No. N-39/ N-39-1, Anand Nagar Addiil Abh	201, Devavrata, Vashi, Sector – 17,
5.	Regstere oce aress an e-mail address	MIDC, tona mernat, Ambernath (East), Thane- 421506 [email protected]	Navi Mumbai – 400703 [email protected]
6.	Name of the stock exchange(s) where securities of company(ies) are listed	Not listed on any stock exchange	BSE Limited and National Stock Exchange of India Limited

(iii) Other Particulars of the Applicant Company as per Rule 6(3) of the Merger Rules

(a) Summary of the main objects as per the Memorandum of Association and main business carried on by Solara

Solara has been incorporated with the object of, inter alia, undertaking the business of manufacturing, production, processing, formulating, sale, import, export, merchandising, distributing, trading of and dealing in active pharmaceutical ingredients. The main objects, inter alia, along with serial numbers as stated in the Memorandum of Association, are set out hereunder:

“3 (A)

To carry on business in India and outside India as manufacturers, producers, processors, formulators, sellers, importers, exporters, merchants, distributors, traders and dealers in proprietary medicine, common medical preparations, active pharmaceutical ingredients, intermediates, synthetic drugs, vitamins, antibiotics, biological products, food stuffs for human & animal use, topicals, injections, tablets, capsules, pharmaceutical drugs and medicines, patent and proprietary medicines, hormones, liver extract, biological and non-biological pharmaceutical tablets and capsules, tranquilizers, ayurvedic products, medicated powders, re-packed drugs, analgesics and antipyretic preparations, anti- diarrhoeal preparations, anti-cholinergic preparations, antiasthmatic preparations as defined under the Drugs Act and Rules in all its branches.
To carry on the business of preparing for sale or otherwise the formula and formulations for the manufacture in respect of one or more of the above products.
To carry on scientific and industrial research and development in respect of one or more of the above products.
To carry on contract research and contract manufacturing activities in the field of pharmaceuticals, chemicals, bulk drugs and intermediates.
To develop and/ or acquire, the technology design, manufacture, construct, erect, operate and maintain the plant, machinery equipment and works capable of producing the aforesaid items; and to establish well equipped laboratory/ R&D Centre and carry on analytical experiments, Research & Development and other work.
(b) Details of change of name, registered office and objects of Solara during the last five years

Change of Name: Solara was incorporated on February 23, 2017 as “SSL Pharma Sciences Limited” in the State of Maharashtra under the provisions of the Act. Thereafter, its name was changed to “Solara Active Pharma Sciences Limited” and a fresh certificate of incorporation was issued by the Registrar of Companies – Maharashtra on March 25, 2017.

Change of Registered Office: Nil

Change of objects: Nil

(c) Details of the capital structure of the Applicant Company including authorised, issued, subscribed and paid up share capital

The authorized, issued, subscribed and paid up share capital of the Applicant Company as at March 31, 2019 is as under:

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Share Capital Amount (In Rs.)
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Share Capital	Amount(In Rs.)

Authorized Share Capital
40,000,000 EquityShares of INR 10 each	400,000,000
TOTAL	400,000,000
Issued, subscribed and paid-up Share Capital
25,774,267 equityshares of face value of INR 10 each fully paid up	257,742,670
TOTAL	257,742,670

Post Scheme Capital Structure:

Upon the coming into effect of the Scheme, the authorised share capital of the Applicant Company shall automatically stand increased as follows:

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Share Capital Amount (In Rs.)
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Share Capital	Amount(In Rs.)

Authorized Share Capital
120,000,000 EquityShares of INR 10 each	120,00,00,000
TOTAL	120,00,00,000

No shares will be issued by the Applicant Company as consideration for the merger, as shares held by the Applicant Company in Strides will be cancelled pursuant to the Scheme.

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

The details of the promoters of the Applicant Company as on August 31, 2019 are as set forth below:

S. No.	Name of the Promoter	Address
*Promoter/ Promoter* *Group*
1	Yalavarthy Usha Rani	No.1, Serenity Park, Sarjapur Road, Kaikondranahalli Village, Carmelram Post,Bangalore - 560 035.
2	Sajitha Pillai	‘Karuna’, Surabhi Road , Pulamon.P.O, Kottarakkara, Kerala – 691 531.
3	K R Lakshmi	No. 4019,6th Cross,7th Block,Jayanagar,Bangalore – 560 082
4	K R Ravishankar	No.1, Serenity Park, Sarjapur Road, Kaikondranahalli Village, Carmelram Post,Bangalore - 560 035.
5	Rajitha Gopalakrishnan	7 B, Dover Court, Sree Kandath Road, Ravipuram, Cochin – 682 016.
6	Padmakumar Karunakaran Pillai	D 1002, Tower 1, Adarsh Palm Retreat, Outer Ring Road, Devarabeesana Halli,Bangalore – 560 103.
7	Rajeswari Amma	Karuna,Opp. Union Bank of India,Kalkere,Bangalore - 560083
8	Vineetha Mohanakumar Pillai	No 813 , Sobha Dew Flower , Sarakki, Main Road, 1st Phase, J P Nagar,Bangalore – 560078.
9	Arunkumar Pillai	E- 102,Adarsh Gardens,Jayanagar,8th Block,Bangalore- 560082.
10	Deepa Arun Kumar	E- 102,Adarsh Gardens,Jayanagar,8th Block,Bangalore- 560082.
11	Hemalatha Pillai	‘Karuna’, Kalkere, Opp. Union Bank Staf College, BG Road, Bangalore – 560 083.
12	Aditya Arun Kumar	E- 102,Adarsh Gardens,Jayanagar,8th Block,Bangalore- 560082
13	Tarini Arun Kumar	E- 102,Adarsh Gardens,Jayanagar,8th Block,Bangalore- 560082.
14	Agnus Capital LLP	Star 1, Ground Floor, Bilekahalli, OPP. IIM, Bannerghatta Road, Bangalore – 560 076.

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S. No. Name of the Promoter Address
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S. No.	Name of the Promoter	Address

15	Chayadeep Properties Pvt Ltd	Star 1, Ground Floor, Bilekahalli, OPP. IIM, Bannerghatta Road, Bangalore – 560 076.
16	Chayadeep Ventures LLP	Star 1, Ground Floor, Bilekahalli, OPP. IIM, Bannerghatta Road, Bangalore – 560 076.
17	Sequent Scientifc Ltd	301 Dosti Corporation Road No 22 Dosti Pinnacle Plot No E 7 Thane, Maharashtra 400604
18	Triumph Venture Holdings LLP	No 1 Serenity Park Sarjapur Road, Kaikondran I Vill Carmalram PO Bangalore Karnataka 560035
19	Agnus Holdings Pvt Ltd	Star 1, Ground Floor, Bilekahalli, OPP. IIM, Bannerghatta Road, Bangalore – 560 076.
20	Pronomz Ventures LLP	Star 1, Ground Floor, Bilekahalli, OPP. IIM, Bannerghatta Road, Bangalore – 560 076.
21	Karuna Ventures Private Limited	Star 1, Ground Floor, Bilekahalli, OPP. IIM, Bannerghatta Road, Bangalore – 560 076
22	Devicam Capital LLP	Star 1, Ground Floor, Bilekahalli, OPP. IIM, Bannerghatta Road, Bangalore – 560 076.
23	Karuna Business Solutions LLP	Star 1, Ground Floor, Bilekahalli, OPP. IIM, Bannerghatta Road, Bangalore – 560 076

The Applicant Company has 8 (eight) directors as on August 31, 2019, mentioned as under. The details of such directors are set forth below:

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

1.	Deepak Calian Vaidya	Non-Executive - Non Independent Director, Chairperson	Suraj, No. 249 / 251, Walkeshwar Road, Mumbai – 400 006
2.	Jitesh Devendra	ManagingDirector	No.2, Jagadeeswaran Road, T. Nagar, Chennai–600017
3.	Nirmal P Bhogilal	Non – Executive - Independent Director	No. 26 B.G. Kher Marg, Malabar Hill, Mumbai – 400 006
4.	R. Ramakrishnan	Non – Executive - Independent Director	Ayodhya, No. 63 Ravishankar-Kodigehalli Bangalore Residency,Sanjiveeni Nagar. Bangalore – 560 092
5	Ronald Tjeerd De Vries	Non – Executive - Independent Director	No.3, Lisnoe Avenue Mount Eden Auckland 1024 NZ
6.	S. Hariharan	Executive Director	F1 Block 1, Jains Ashreya Phase II, K.K. Gardens Ivembuli Amman Koil Street, West K.K. Nagar Chennai - 600 078
7.	Kausalya Santhanam	Non – Executive - Independent Director	No. 128/129 Phase 1, Royal Enclave, Srirampura Bangalore – 560 064
8	Ankur Nand Thadani	Non-Exectuve – Non- Independent Director	No. 205, Crown Jewel, Yogi Hills, B.R. Road, Mulund (West),Mumbai – 400 080

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

Details of the Directors and their votes for the resolution passed on September 28, 2018 are as follows:

S. No.	Names of the Director of the Company	Voted in favour/ against/ abstain
1	Deepak Calian Vaidya	Favour
2	Jitesh Devendra	Favour
3	Nirmal P Bhogilal	Favour
4	R. Ramakrishnan	Favour
5	S. Hariharan	Favour
6	Kausalya Santhanam	Favour

(b) As on June 30, 2019, the Applicant Company has 1025 (Thousand and Twenty Five only) unsecured creditors and amount due to such unsecured creditors is Rs. 81,19,76,157 (Rupees Eighty One Crore Nineteen Lakhs Seventy Six Thousand One Hundred and Fifty Seven only) .

None of the Directors, the Key Managerial Personnel (as defined under the Act and rules formed thereunder) of the Applicant Company and their respective Relatives (as defined under the Act and rules formed thereunder) have any interests, financial or otherwise in the Scheme except to the extent of their respective shareholding in the Applicant Company and Strides, if any.

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

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Category of
S. No Effect of the Scheme
Stakeholder
The Applicant Company only has equity shareholders and does not have any
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S. No	Category of Stakeholder	Effect of the Scheme
		The Applicant Company only has equity shareholders and does not have any
A	Shareholders	preference shareholders. The Scheme is expected to have several benefts for the Applicant Company, as indicated in the rationale to the Scheme, and is expected to be in the best interests of the shareholders of the Applicant Company. As the proposed merger is of a wholly owned subsidiary of the Applicant Company (i.e. Strides) with the Applicant Company, pursuant to the scheme becoming efective, the shares held by the Applicant Company in Strides will stand cancelled and no consideration shallpass from the Applicant Company.
B	Promoters	The Scheme is expected to have several benefts for the Applicant Company, as indicated in the rationale to the Scheme, as set out above . Please refer to point (A)above for details regardingefect on the shareholders.
C	N o n - P r o m o t e r Shareholders	Please refer to point (A) above for details regarding efect on the shareholders.
D	Key Managerial Personnel (“KMPs”)	The KMPs of the Applicant Company shall continue as key managerial personnel of the Applicant Company after efectiveness of the Scheme. Such KMPs who are shareholders of the Applicant Company will continue to remain shareholders. Please refer topoint(A)above for details regardingefect on the shareholders.
E	Employees	On the Scheme becoming efective, all Employees (as defned in the Scheme) of Strides engaged in service on the Efective Date (“Strides Transferred Employees”) shall be deemed to have become employees of Solara with efect from the Appointed Date (as defned in the Scheme) or their respective joining date, whichever is later, without any break in their service and on the basis of continuity of service, and the terms and conditions of their employment with Solara shall not be less favorable than those applicable to them with reference to their employment in Strides on the Efective Date. Further, on the Scheme becoming efective, insofar as the provident fund, gratuity fund, superannuation fund or any other special fund or trusts, if any, created or existing for the beneft of the staf and employees of Strides, such proportion of the investments made in the funds and liabilities which are referable to the Strides Transferred Employees shall be transferred to the similar funds created by Solara, or at the sole discretion of Solara,maintained as separate funds bySolara.
F	Creditors	The Scheme is notprejudicial to the interests of creditors.
G	Depositors	Not Applicable. The Companydoes not have anyDepositors.
H	Debenture holders	Not Applicable. The Companydoes not have anyDebenture Holders.
I	Debenture trustee and Deposit Trustee	Not Applicable.

(d) Disclosure about effect of the Scheme on material interests of directors, key managerial personnel (KMP), debenture trustee and other stakeholders:

Please refer to point no. (c) above for the effect of the Scheme on material interests of directors, KMPs, debenture trustee and other stakeholders.

(iv) Other Particulars of Strides as per Rule 6(3) of the Merger Rules

(e) Summary of the main objects as per the Memorandum of Association and main business carried on by Strides

Strides has been incorporated with the main object to carry on the business of manufacturers of & dealers in all kinds & classes of bulk drugs, intermediates, fine chemicals, acids, salts, alkalies and other related chemicals & chemical preparations.The main object of Strides is set out hereunder:

“To carry on the business of manufacturers of & dealers in all kinds & classes of bulk drugs, intermediates, find chemicals, acids, salts, alkalies and other related chemicals & chemical preparations.”

(f) Details of change of name, registered office and objects of Strides during the last five years

Strides was incorporated on January 29, 2003 as “Vedants Drugs & Fine Chemicals Private Limited” in the State of Maharashtra, under the provisions of the Companies Act, 1956. Thereafter, its name was changed to “Perrigo API India Private Limited” and a fresh certificate of incorporation was issued by the Registrar of Companies – Maharashtra on October 29, 2009. Finally, its name was changed to “Strides Chemicals Private Limited” and a fresh certificate of incorporation was issued by the Registrar of Companies – Maharashtra on May 19, 2017.

Change of Registered Office: Nil

Change of objects: Nil

(g) Details of the capital structure of Strides including authorised, issued, subscribed and paid up share capital

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

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Share Capital Amount (In Rs.)
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Share Capital	Amount(In Rs.)

Authorized Share Capital
80,000,000 equityshares of face value of INR 10 each	800,000,000
TOTAL	800,000,000
Issued, subscribed and paid-up Share Capital
79,700,435 equityshares of face value of INR 10 each	797,004,350
TOTAL	797,004,350

Post Scheme Capital Structure:

Upon the coming into effect of the Scheme and since Strides is a wholly owned subsidiary of the Applicant Company, all equity shares of Strides held by the Applicant Company (directly and/or through nominees) shall stand cancelled without any further application, act or deed. It is clarified that no new shares shall be issued or payment made in cash or in kind, whatsoever, by the Applicant Company in lieu of such shares of Strides and no consideration whatsoever shall pass from the Applicant Company.

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

The entire share capital of Strides as on March 31, 2019 is held by the Applicant Company and its nominee shareholder.

Strides has 2 directors as on March 31, 2019, mentioned as under. The details of such directors are set forth below:

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

1	Dileep Rajaram Mahajan	Executive Director	14, Madhushree, Pashan-sus Road Shivalaya Society, Near Sai Chowk,Pashan,Pune 411021
2	Sathish Kumar Mohan Rao	Non Executive Director	4 AF2 Saravanalaya Flat Murugappa Reddy Street, Venkatapuram,Ambattur,Chennai 600053

(i) The date of the board meeting of Strides at which the Scheme was approved by the board of directors including the name of the directors who voted in favour of the resolution, who voted against the resolution and who did not or participate on such resolution:

Details of Directors of Strides who voted on the resolution passed on September 28, 2018 are as follows:

S. No.	Names of the Directors	Voted in favor/ against/ Abstain
1	DileepRajaram Mahajan	Favour
2	Sathish Kumar Mohan Rao	Favour

(j) As on June 30, 2019, Strides has 127 (One Hundred and Twenty Seven only) unsecured creditors and amounts due to such unsecured creditors is Rs. 11,98,41,806.85 (Rupees Eleven Crores Ninety Eight Lakh Forty One Thousand Eight Hundred and Six and Eighty Five Paise only).
(k) None of the Directors, the Key Managerial Personnel (as defined under the Act and rules formed thereunder) of Strides and their respective Relatives (as defined under the Act and rules formed thereunder) have any interests, financial or otherwise in the Scheme, except to the extent of their respective shareholding in the Applicant Company and Strides, if any. Strides does not have any debenture trustees.
(l) Disclosure about effect of the Scheme on material interests of directors, key managerial personnel, debenture trustee and other stakeholders:

Disclosure about the effect of the Scheme on the following persons:

S. No	Category of Stakeholder	Effect of the Scheme on Stakeholders
A	Shareholders	Solara is the only shareholder of Strides and is the transferee company in the Scheme. As the proposed merger is of a wholly owned subsidiary (i.e. Strides) with Solara, pursuant to the Scheme becoming efective, the shares held by Solara in Strides will stand cancelled and no consideration shallpass from Solara
B	Promoters	Please refer to point (A) above for details regarding efect on the shareholders.
C	Non-Promoter Shareholders	Please refer to point (A) above for details regarding efect on the shareholders.
D	Key Managerial Personnel (“KMPs”)	The KMPs of Strides will become employees of Solara, upon efectiveness of the Scheme.

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S. No Category of Stakeholder Effect of the Scheme on Stakeholders
On the Scheme becoming effective, all Employees ( as defined in
the Scheme ) of Strides engaged in service on the Effective Date
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S. No	Category of Stakeholder	Effect of the Scheme on Stakeholders
		On the Scheme becoming efective, all Employees (as defned in the Scheme) of Strides engaged in service on the Efective Date
E	Employees	(“Strides Transferred Employees”) shall be deemed to have become employees of Solara with efect from the Appointed Date (as defned in the Scheme) or their respective joining date, whichever is later, without any break in their service and on the basis of continuity of service, and the terms and conditions of their employment with Solara shall not be less favorable than those applicable to them with reference to their employment in Strides on the Efective Date. Further, on the Scheme becoming efective, in so far as the provident fund, gratuity fund, superannuation fund or any other special fund or trusts, if any, created or existing for the beneft of the staf and employees of Strides, such proportion of the investments made in the funds and liabilities which are referable to the Strides Transferred Employees shall be transferred to the similar funds created by Solara, or at the sole discretion of Solara, maintained as separate funds by Solara.
F	Creditors	The Scheme is expected to be in the best interest of the Strides’ creditors.
G	Depositors	Not Applicable. The Companydoes not have anyDepositors.
H	Debenture Holders	Not Applicable. The Companydoes not have anyDebenture Holders.
I	Deposit Trustee and Debenture Trustee	Not Applicable.

(v) Other details regarding the Scheme required as per Rule 6(3) of the Merger Rules

(a) Relationship between the Applicant Company and Strides:

Strides is a wholly owned subsidiary of the Applicant Company. However, in terms of the Scheme, upon effectiveness of the Scheme, all equity shares of Strides held by the Applicant Company (directly and/or through nominees) shall stand cancelled without any further application, act or deed. It is clarified that no new shares shall be issued or payment made in cash or in kind, whatsoever, by the Applicant Company in lieu of such shares of Strides.

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

Appointed Date: means the opening of business on September 01, 2018 or such other date as the NCLT may direct/ allow.

Effective Date: means the last of the dates on which all the conditions and matters referred to in Clause 21 of the Scheme occur or have been fulfilled or waived in accordance with this Scheme. References in this Scheme to date of ‘coming into effect of the Scheme’ or ‘effectiveness of the Scheme’ shall be construed as references to the Effective Date.

Consideration for the merger of Strides with the Applicant Company

Since Strides is a wholly owned subsidiary of the Applicant Company, upon the Scheme coming into effect, all equity shares of Strides held by the Applicant Company (directly and/or through nominees) shall stand cancelled without any further application, act or deed. It is clarified that no new shares shall be issued or payment made in cash or in kind, whatsoever, by the Applicant Company in lieu of such shares of Strides and no consideration whatsoever shall pass from the Applicant Company.

(c) Summary of the Accounting Treatment

The Applicant Company shall follow the accounting treatment in accordance with Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act applicable to the Applicant Company.

(d) Rationale of the Scheme of Merger, and the benefit of the Scheme of Merger as perceived by the Board of Directors of the Applicant Company
A. simplify management and group structure, leading to better administration;
B. reduction in costs from more focused operational efforts, rationalization, standardisation and simplification of business processes;
C. the elimination of duplication and rationalization of administrative expenses; and
D. simplify shareholding structure and reduce shareholding tiers.
(e) No investigation or proceedings have been instituted or are pending in relation to the Applicant Company and Strides under the Act.
(f) The pre-Scheme and post-Scheme shareholding patterns of the Applicant Company attached at Annexure 4.
(g) Details of availability of the following documents for obtaining extracts from or making or obtaining copies

The following documents will be available for obtaining extract from or for making or obtaining copies of or for inspection by the members and creditors of the Applicant Company at its Registered Office at 201, Devavrata, Sector 17, Vashi, Navi Mumbai – 400 703, India between 10:00 a.m. to 1:00 p.m on any working day up to the date of the Meeting:

A. Certified copy of the orders passed by the Mumbai Bench of the NCLT in 1671 of 2018, dated August 6, 2019 directing the Applicant Company and Strides separately, to convene the respective Tribunal convened meetings;
B. Copy of the Scheme;
C. Copies of the Memorandum of Association and Articles of Association of the Applicant Company and Strides;
D. Copies of the latest audited financial statements of the Applicant Company and Strides including consolidated financial statements;
E. The certificates issued by Auditors of the Applicant Company and Strides to the effect that the accounting treatment, if any, proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act;
F. Copy of Form No. GNL-1 filed by the respective Companies with the concerned Registrar of Companies along with challans, evidencing filing of the Scheme.

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

A. The Scheme was filed by the Applicant Company and Strides with the Mumbai Bench of the NCLT on December 21, 2018, and the Mumbai Bench of NCLT has given directions to convene Meetings(s) vide an Order dated August 6, 2019.
B. The Scheme is subject to approval by majority of persons representing three-fourth in value of the equity shareholders and unsecured creditors, of the Applicant Company, voting in person or by proxy or through authorized representative or by remote e-voting (in case of the equity shareholders), in terms of Section 230-232 of the Act.
The relevant clauses of the Scheme are as under:
“1.1.2 “Appointed Date” means the opening of business on September 1, 2018 or such other date as the NCLT may direct/allow;

1.1.6 “Effective Date” means the last of the dates on which all the conditions and matters referred to in Clause 21 of the Scheme occur or have been fulfilled or waived in accordance with this Scheme. References in this Scheme to date

of ‘coming into effect of the Scheme’ or ‘effectiveness of the Scheme’ shall be construed as references to the Effective Date;

1.1.17 “Undertaking” means all the undertakings and entire business of the Transferor Company as a going concern, including without limitation:

(a) All the assets and properties (whether movable or immovable, tangible or intangible, real or personal, in possession or reversion, corporeal or incorporeal, present, future or contingent of whatsoever nature) of the Transferor Company, including without limitation, all lands (whether leasehold or freehold), plants, machineries, equipments, buildings and structures, offices, residential and other premises, manufacturing units, inventories and stock (including stock of bulk drugs, intermediates, fine chemicals, salts, alkalis, fine chemicals etc.), current assets (including sundry debtors, bills of exchange, loans and advances), investments of all kinds (including shares, scrips, stocks, bonds, debenture stocks, units or pass through certificates), cash and bank accounts (including bank balances), contingent rights or benefits, benefits of any deposits, receivables, advances or deposits paid by or deemed to have been paid by the Transferor Company, financial assets, benefit of any bank guarantees, performance guarantees and letters of credit, leases (including lease rights), hire purchase contracts and assets, lending contracts, receivables and liabilities related thereto, rights and benefits under any agreement, contracts and arrangements and all other interests in connection with or relating to the Transferor Company, benefit of any security arrangements or under any guarantees, reversions, powers, tenancies in relation to the office and/or residential properties for the employees or other persons, vehicles, share of any joint assets, and other facilities, fixed and other assets, right to use and avail of telephones, telexes, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interest held in trust, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights, easements, liberties and advantages of whatsoever nature and wheresoever situated belonging to or in the ownership, power or possession and in the control of or vested in or granted in favour of or enjoyed by the Transferor Company or in connection with or relating to the Transferor Company and all other interests of whatsoever nature belonging to or in the ownership, power, possession or the control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Transferor Company, whether in India or abroad;
(b) All agreements, contracts, permits, quotas, rights, entitlements, industrial and other licenses, bids, tenders, letters of intent, expressions of interest, development rights (whether vested or potential and whether under agreements or otherwise), municipal permissions, approvals, plans, consents, subsidies, privileges, income tax benefits and exemptions, all other rights including sales tax deferrals and exemptions and other benefits, receivables, and liabilities related thereto, licenses, powers and facilities of every kind, nature and description whatsoever, provisions and benefits of all agreements, contracts and arrangements and all other interests in connection with or relating to the Transferor Company;
(c) All earnest monies and/or security deposits paid or deemed to have been paid by the Transferor Company;
(d) All debts, borrowings, obligations, duties and liabilities, both present and future (including deferred tax liabilities, contingent liabilities and the liabilities and obligations under any licenses or permits or schemes) of every kind, nature and description whatsoever and howsoever arising, raised or incurred or utilized, whether secured or unsecured, whether in Indian rupees or any foreign currency, whether provided for or not in the books of account or disclosed in the balance sheet of the Transferor Company;
(e) All intellectual property rights, trade and service names and marks, patents, copyrights, designs, know how (including know how formulae, technique, method and full information as to process of manufacturing and dealing in bulk drugs, intermediates, fine chemicals, acids, salt, alkalis and other chemicals) and other intellectual property rights of any nature whatsoever, books, records, files, papers, engineering and process information,

software licenses (whether proprietary or otherwise), sales and advertising material, lists of present and former customers and suppliers, other customer information, customer credit information, customer pricing information and all other records and documents, whether in physical or electronic form relating to the business activities and operations of the Transferor Company;

(f) all books, records, files, papers, process information and drawings, manuals, data, catalogues, quotations, sales and advertising material, lists of present and former customers and suppliers, other customer information, and all other records and documents, whether in physical or electronic form, relating to business activities and operations of the Transferor Company; and
(g) All the Employees.
Upon the Scheme coming into effect, all equity shares of the Transferor Company held by the Transferee Company (directly and/or through nominees) shall stand cancelled without any further application, act or deed. It is clarified that no new shares shall be issued or payment made in cash or in kind, whatsoever, by the Transferee Company in lieu of such shares of the Transferor Company.
Dissolution of Transferor Company

Upon the coming into effect of the Scheme, the Transferor Company shall stand dissolved without winding-up, without any further act or deed.

21. Scheme Conditional On

(a) Unless waived by the Board of Directors of the Transferee Company and the Transferor Company, mutually, in writing, the Scheme is conditional upon, and subject to:
(i) the Scheme being approved by the requisite majorities of each class of members and each class of creditors of the Transferor Company and the Transferee Company as required under the Act, and the requisite orders of the NCLT being obtained in this regard, unless such requirement is dispensed with by the NCLT;
(ii) the NCLT having accorded its sanction to the Scheme;
(iii) such other approvals and sanctions including sanction of any Governmental Authority or contracting party as may be required by law or contract and identified by the Board of Directors of the Companies, in respect of the Scheme being obtained; and
(iv) the certified copies of the order of the NCLT approving the Scheme being filed with the Registrar of Companies.”

A copy of the proposed Scheme is attached as Annexure 1 to this Explanatory Statement. The Scheme is not prejudicial to the interest of the shareholders and creditors of the Applicant Company.

The features set out above being only the salient features of the Scheme, which are subject to details set out in the Scheme, the equity shareholders are requested to read the entire text of the Scheme (annexed herewith) to get fully acquainted with the provisions thereof and the rationale and objectives of the Scheme.

8. Documents required to be circulated for the Tribunal Convened Meeting under Section 232(2) of the Act and SEBI Scheme Circular:

As required under Section 232(2) of the Act and paragraph 8 of the SEBI Scheme Circular, the following documents are being circulated with this notice and the explanatory statement:

(i) Scheme, enclosed as Annexure 1;

(ii) Report adopted by the Board of Directors of the Applicant Company pursuant to the provisions of Section 232(2) (c) of the Act, enclosed as Annexure 2;
(iii) Report adopted by the Board of Directors of Strides pursuant to the provisions of Section 232(2)(c) of the Act, enclosed as Annexure 3;
(iv) Pre-Scheme and Post- Scheme shareholding pattern, as applicable enclosed as Annexure 4;
(v) Supplementary accounting statement of the Applicant Company for the period ending June 30, 2019, enclosed as Annexure 5; and
(vi) Supplementary accounting statement of Strides for the period ending June 30, 2019, enclosed as Annexure 6.

Dated at this 3[rd] day of September, 2019

Sd/-

Vishal Phal Chairperson appointed for the Meeting

Registered Office

Solara Active Pharma Sciences Limited 201, Devavrata, Vashi, Sector – 17, Navi Mumbai – 400703, Maharashtra

Annexure 1

Scheme of Merger between Solara Active Pharma Sciences Limited and Strides Chemicals Private Limited and their respective shareholders under Sections 230 - 232 of the Companies Act, 2013

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Annexure 2

Report adopted by the Board of Directors of Solara Active Pharma Sciences Limited pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013

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Annexure 3

Report adopted by the Board of Directors of Strides Chemicals Private Limited pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013

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Annexure 4

Pre-Scheme and post-Scheme shareholding pattern of Solara Active Pharma Sciences Limited and Strides Chemicals Private Limited:

Pre - Scheme Shareholding Pattern of Solara Active Pharma Sciences Limited as on June 30, 2019*:

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Category Pre & Post-Scheme
Category of the shareholders
Code Shareholding Pattern
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Category Code	Category of the shareholders	Pre & Post-Scheme Shareholding Pattern	Pre & Post-Scheme Shareholding Pattern

(A)	Promoters and Promoter Group	No. of Shares held	% of total capital
1	Indian
a)	Individuals/Hindu undivided Family	33,83,821	13.13
b)	Central Government/State Government(s)		0.00
c)	Financial Institutions/Banks		0.00
d)	AnyOther(Specify)		0.00
	i. Bodies Corporate	70,68,449	27.42
2.	Foreign		0.00
a)	Individuals(Non-Resident Individuals/Foreign Individuals		0.00
b)	Government		0.00
c)	Institutions		0.00
d)	Foreign Portfolio Investor		0.00
e)	AnyOther		0.00
	Sub-Total(A)(2)		0.00
	Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)	1,04,52,270	40.55
(B)	Public Shareholding		0.00
1	Institutions		0.00
a)	Mutual Funds	14,54,850	5.64
b)	Venture Capital Funds		0.00
c)	Alternate Investment Funds	2,74,943	1.07
d)	Foreign Venture Capital Investors		0.00
e)	Foreign Portfolio Investors / Foreign Institutional Investors	38,40,133	14.90
f)	Financial Institutions/Banks	42,478	0.16
g)	Insurance Companies		0.00
h)	Provident Funds/Pension Funds		0.00
	Sub Total(B)(1)	56,15,904	13.13
2	Central Government/State Government(s)/President of India		0.00
	Sub Total(B)(2)		0.00
3	Non-Institutions		0.00
a)	Individuals
	i. Individual shareholders holdingnominal share capital upto Rs.2 lakhs	26,91,189	10.44
	ii. Individual shareholders holding nominal share capital in excess of Rs. 2 Lakhs	22,19,825	8.61
b)	NBFCs Registered with RBI	1,122	0.00
c)	Employee Trusts		0.00
d)	Overseas Depositories(HoldingDRs)(Balancingfgure)		0.00
e)	AnyOther(specify)		0.00
	i. TRUSTS	38,278	0.15
	ii. NON RESIDENT INDIANS	1,14,716	0.45
	iii. CLEARING MEMBERS	13,000	0.05

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Category Pre & Post-Scheme
Category of the shareholders
Code Shareholding Pattern
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Category of the shareholders	Pre & Post-Scheme Shareholding Pattern	Pre & Post-Scheme Shareholding Pattern

iv. DIRECTORS	2,14,686	0.83
v. NRI NON-REPATRIATION	99,564	0.39
vi. BODIES CORPORATES	35,99,307	13.96
vii. DIRECTORS AND THEIR RELATIVES	7,241	0.03
viii. I E P F	7,790	0.03
ix. H U F	1,68,789	0.65
x. FOREIGN BODIES	5,14,400	2.00
xi. FOREIGN NATIONALS	16,186	0.06
xii. Overseas Corporate Bodies	3,500	0.01
Sub Total(B)	97,06,093	37.66
Grand Total(A+B)	2,57,74,267	100.00

*** post scheme shareholding of Solara Active Pharma Sciences Limited will not change on the basis of the Scheme, given that no shares are being issued by Solara pursuant to the Scheme.**

Pre – Scheme Shareholding Pattern of Strides Chemicals Private Limited as on June 30, 2019*:

S No	Name of the Shareholder	No of Shares held	% of total capital
1	Solara Active Pharma Sciences Limited	7,97,00,434	100.00
2	Mr S. Murali Krishna (Nominee Shareholder holding for and on behalf of Solara Active Pharma Sciences Limited)	1	0.00
	Total	7,97,00,435	100.00

*post-scheme shareholding pattern for Strides Chemicals Private Limited is not applicable as the company will merge with Solara Active Pharma Sciences Limited pursuant to the scheme

Note: Strides Chemicals Private Limited is a wholly owned subsidiary of Solara Active Pharma Sciences Limited

Annexure 5

Supplementary accounting statement of Solara Active Pharma Sciences Limited for the period ending

June 30, 2019

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Annexure 6

Supplementary accounting statement of Strides Chemicals Private Limited for the period ending June 30, 2019

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THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

Equity Shareholders’ Proxy Form

[As per Form MGT-11 and pursuant to Section 105 (6) of Companies Act, 2013 and Rule 19 (3) of Companies (Management and Administration) Rules, 2014]

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SOLARA ACTIVE PHARMA SCIENCES LIMITED CIN: L24230MH2017PLC291636

Registered Office: 201, Devavrata, Sector 17, Vashi, Navi Mumbai, Mumbai 400 703 Tel: +91 22 27892924; Fax: +91 22 27892942 Corporate Office: ‘Batra Centre’, No. 28, Sardar Patel Road, Post Box No. 2630, Guindy, Chennai 600 032 Tel: + 91 44 43446700, 22207500; Fax: +91 44 22350278 Email: [email protected]; Website: www.solara.co.in

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

BENCH, AT MUMBAI C.A. (C.A.A.) NO. 1671 OF 2018

In the matter of the Companies Act, 2013; and in the matter of Application under Sections 230 - 232 of the Companies Act, 2013; and in the matter of Solara Active Pharma Sciences Limited, a company, incorporated under the Companies Act, 2013, having its registered office at 201, Devavrata, Vashi, Sector – 17, Navi Mumbai – 400703; and in the matter of Scheme of Merger between Strides Chemicals Private Limited (“Transferor Company”) and Solara Active Pharma Sciences Limited (“Transferee Company”) and their respective shareholders.

Solara Active Pharma Sciences Limited, a company, ) incorporated under the Companies Act of 2013, having ) its registered office at 201, Devavrata, Vashi, Sector – 17, ) Navi Mumbai – 400703 ) )…Applicant Company

Tribunal Convened Meeting – October 10, 2019

Name of the Member(s):

Registered Address:

Email: Folio No./DP ID – Client ID*

*applicable in case of shares held in electronic form

I/ We, being a Member (s) holding ____ shares of the above named Company, hereby appoint: Name:_____; Email:_____ Address : _________

___________ Signature: ____

Or failing him/ her

Name:____; Email:_____

Address : _______________

_____________ Signature: ____

Or failing him/ her

Name:____; Email:________

Address : ____________

___________ Signature: _________

as my/ our proxy to act for me/us and attend and vote for me/ us and on my/ our behalf at the TRIBUNAL CONVENED MEETING of the Company, to be held on Thursday, October 10, 2019 at 10.00 a.m. at Hotel Regenza By Tunga, Plot No.37, Sector 30-A, Vashi, Navi Mumbai – 400 703 and at any adjournment thereof for the purpose of considering and if thought fit, approving, with or without modification(s), the merger embodied in the scheme of merger between Strides Chemicals Private Limited with Solara Active Pharma Sciences Limited and their respective shareholders, to vote for me/us and in my/our names ________ (here, if ‘for’, insert ‘FOR’, if ‘against’, insert ‘AGAINST’, and in the latter case, strike out the words below after ‘the Scheme’) the said arrangement embodied in the Scheme, either with or without modification(s), as my/our proxy may approve (Strike out whatever is not applicable) and resolution in relation to the following:

not applicable)	and resolution in relation to the following:
Resolution Number	Resolutions	Type of Resolution

1	Approval for the Scheme for merger of Strides Chemicals Private Limited with Solara Active Pharma Sciences Limited and their respective shareholders	As prescribed under Section 230-232 of the Companies Act,2013

Signed this ___ day of _______ 2019

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Affix
revenue
stamp
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___ ________ Signature of the Member Signature of the Proxy

Note:

The form of proxy must be deposited at the registered office of Solara Active Pharma Sciences Limited at 201, Devavrata, Sector 17, Vashi, Navi Mumbai, Mumbai 400 703, at least 48 (forty-eight) hours before the scheduled time of the commencement of the said meeting.
All alterations made in the form of proxy should be initialed.
Please affix appropriate revenue stamp before putting signature.
In case of multiple proxies, the proxy later in time shall be accepted.
Proxy need not be a shareholder of Solara Active Pharma Sciences Limited.
No person shall be appointed as a proxy who is a minor.
The proxy of a shareholder, blind or incapable of writing, would be accepted if such shareholder has attached his signature or mark thereto in the presence of a witness who shall add to his signature his description and address: provided that all insertions in the proxy are in the handwriting of the witness and such witness shall have certified at the foot of the proxy that all such insertions have been made by him at the request and in the presence of the shareholder before he attached his signature or mark.
The proxy of a shareholder who does not know English would be accepted if it is executed in the manner prescribed in point no. 7 above and the witness certifies that it was explained to the shareholder in the language known to him, and gives the shareholder’s name in English below the signature.
The Proxy Form shall be signed by the appointer or his attorney duly authorized in writing, or if the appointer is a body corporate, be under its seal or be signed by an officer or an attorney duly authorized by it.
A person can act as proxy on behalf of shareholders not exceeding fifty and holding in aggregate not more than ten percent of the total share capital of the Applicant Company carrying voting rights. In case a single person is proposed to be appointed as proxy by shareholder(s) holding more than ten percent of the total share capital of the Applicant Company carrying voting rights, then such proxy shall not act as proxy for any other person or shareholder.

Attendance Slip

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SOLARA ACTIVE PHARMA SCIENCES LIMITED

CIN: L24230MH2017PLC291636 Registered Office: 201, Devavrata, Sector 17, Vashi, Navi Mumbai, Mumbai 400 703 Tel: +91 22 27892924; Fax: +91 22 27892942 Corporate Office: ‘Batra Centre’, No. 28, Sardar Patel Road, Post Box No. 2630, Guindy, Chennai 600 032 Tel: + 91 44 43446700, 22207500; Fax: +91 44 22350278 Email: [email protected]; Website: www.solara.co.in

EQUITY SHAREHOLDERS ATTENDANCE SLIP

Tribunal convened Meeting – October 10, 2019

Please complete this Attendance Slip and hand over at the entrance of the Meeting Hall for the meeting convened pursuant to the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench, of the Equity Shareholders at 10.00 a.m. at Hotel Regenza By Tunga, Plot No.37, Sector 30-A, Vashi, Navi Mumbai – 400 703 on Thursday, October 10, 2019

Name and address of the Equity Shareholder ( IN BLOCK LETTERS ) Signature Reg. Folio. No D.P. ID and Client ID (applicable where shares are held in electronic form) No. of shares held Name of proxy/ authorized representative* (IN BLOCK LETTERS) Signature

*to be filled in by the Proxy/authorized representative in case he/she attends instead of the shareholder

Notes:

Equity Shareholders attending the meeting in person or by proxy or through authorised representative are requested to complete and bring the Attendance slip with them and hand it over at the entrance of the meeting hall duly filled and signed as per the specimen signature registered with the Applicant Company and/or furnished by the Depositories.
Equity Shareholders who come to attend the meeting are requested to bring their copy of the notice with them for reference at the meeting.
Equity Shareholders who hold shares in dematerialized form are requested to bring their client ID and DP ID for easy identification of attendance at the meeting.
Equity Shareholders are informed that in case of joint holders attending the meeting, only such joint holder whose name stands first in the Register of Members of the Company in respect of such joint holding will be entitled to vote.
The authorized representative of a body corporate which is an equity shareholder of the Applicant Company and any person voting by proxy is requested to bring (i) a certified true copy of the resolution of the board of directors or other governing body of the body corporate authorizing such representative to attend and vote at the said meeting, and (ii) valid proof of identity at the meeting.

ROUTE MAP TO THE VENUE OF THE TRIBUNAL CONVENED MEETING

Venue: Hotel Regenza By Tunga, Plot No.37, Sector 30-A, Vashi, Navi Mumbai – 400 703

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Hotel Regenza By Tunga,
Navi Mumbai,
Vashi
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NOTES

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NOTES

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SOLARA ACTIVE PHARMA SCIENCES LIMITED

Registered Offce	:	201, Devavrata, Vashi, Sector – 17, Navi Mumbai - 400703
Tel No	:	+91 22 27892924
Fax No:	:	+91 22 27892942
CIN	:	L24230MH2017PLC291636(formerlyU24230MH2017PLC291636)
Website	:	http://www.solara.co.in
Email	:	[email protected]

TRIBUNAL CONVENED MEETING OF THE UNSECURED CREDITORS

		TRIBUNAL CONVENED MEETING OF THE UNSECURED CREDITORS
Day	:	Thursday
Date	:	October 10, 2019
Time	:	11.00 a.m. (or so soon thereafter after the conclusion of the Tribunal convened meeting of the equity shareholders of Solara Active Pharma Sciences Limited on same date and dayat 10.00 a.m.)
Venue	:	Hotel Regenza ByTunga, Plot No.37, Sector 30-A, Vashi, Navi Mumbai - 400 703

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Sl. No. Contents Page No.
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Sl. No.	Contents	Page No.

1.	Notice of Tribunal Convened Meeting of the unsecured creditors of Solara Active Pharma Sciences Limited convened as per the directions of the Mumbai Bench of the National Company Law Tribunal.	2
2.	Explanatory Statement under Section 230(3) of the Companies Act, 2013, read with Section 102 of the Companies Act, 2013 and Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations)Rules,2016.	6
3.	Scheme of Merger between Solara Active Pharma Sciences Limited and Strides Chemicals Private Limited and their respective shareholders under Sections 230 - 232 of the Companies Act, 2013, enclosed asAnnexure 1.	18
4.	Report adopted by the Board of Directors of Solara Active Pharma Sciences Limited pursuant to the provisions of Section 232(2)(c)of the Companies Act,2013,enclosed asAnnexure 2.	38
5.	Report adopted by the Board of Directors of Strides Chemicals Private Limited pursuant to the provisions of Section 232(2)(c)of the Companies Act,2013,enclosed asAnnexure 3.	41
6.	Pre-Scheme and post-Scheme shareholding pattern of Solara Active Pharma Sciences Limited and Strides Chemicals Private Limited,enclosed asAnnexure 4.	43
7.	Supplementary accounting statement of Solara Active Pharma Sciences Limited for the period endingJune 30,2019,enclosed asAnnexure 5.	45
8.	Supplementary accounting statement of Strides Chemicals Private Limited for the period ending June 30,2019,enclosed asAnnexure 6.	52
9.	Attendance Slip	55
10.	Route Map	56
11.	Form of Proxy	57

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,

BENCH, AT MUMBAI

COMPANY SCHEME APPLICATION NO. 1671 OF 2018

In the matter of the Companies Act, 2013;

And

In the matter of Application under Sections 230 - 232 of the Companies Act, 2013;

And

In the matter of Scheme of Merger between Strides Chemicals Private Limited and Solara Active Pharma Sciences Limited and their respective shareholders.

NOTICE CONVENING THE TRIBUNAL CONVENED MEETING OF THE UNSECURED CREDITORS OF SOLARA ACTIVE PHARMA SCIENCES LIMITED

Notice is hereby given that by an order dated August 6, 2019, the Mumbai Bench of the National Company Law Tribunal (“ NCLT ”, and such order, the “ Order ”) has directed a meeting to be held of unsecured creditors of Solara Active Pharma Sciences Limited (“ Applicant Company/ Solara ”) for the purpose of considering, and if thought fit, approving with or without modification, the proposed scheme of merger between the Applicant Company and Strides Chemicals Private Limited (“ Strides ”) and their respective shareholders, pursuant to the provisions of Sections 230 - 232 of the Companies Act, 2013 (“ Act ”) (the “ Scheme ”).

In pursuance of the said Order and as directed therein, further notice is hereby given that a meeting of unsecured creditors of the Applicant Company will be held at the Hotel Regenza By Tunga, Plot No.37, Sector 30-A, Vashi, Navi Mumbai – 400 703 on October 10, 2019 at 11:00 AM (or so soon thereafter after the conclusion of the Tribunal convened meeting of the equity shareholders of Solara Active Pharma Sciences Limited on same date and day at 10.00 a.m.) (“ Tribunal Convened Meeting ” or “ Meeting ”), at which place, date and time, the unsecured creditors are requested to attend.

Copies of the said Scheme and of the Explanatory Statement under Section 230 of the Act can be obtained free of charge at the Registered Office or at the offices of its Advocates, Cyril Amarchand Mangaldas, Advocates & Solicitors, 5th Floor, Peninsula Chambers, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Persons entitled to attend and vote at the Tribunal Convened Meeting, may vote in person or by proxy or through authorized reprsentative, provided that all proxies in the prescribed form/ authorization duly signed by the person entitled to attend and vote are deposited at the Registered Office of the Applicant Company at 201, Devavrata, Vashi, Sector 17, Navi Mumbai – 400 703, Maharashtra not later than 48 hours before the aforesaid Tribunal Convened Meeting.

Accordingly, the Applicant Company shall be providing its unsecured creditors the option to vote on the Scheme by way of physical ballot at the venue of the Meeting, to be held on October 10, 2019.

Dated at this 3rd day of September, 2019 Sd/- Vishal Phal Chairperson appointed for the Meeting

: Registered Office

Solara Active Pharma Sciences Limited 201, Devavrata, Vashi, Sector – 17, Navi Mumbai – 400703, Maharashtra

Notes:

Only such unsecured creditors of the Applicant Company may attend and vote (either in person or through proxy or through authorized reprsentative) at the Meeting, whose names appear in the Chartered Accountant’s certificate certifying the list of unsecured creditors of the Applicant Company as on June 30, 2019, and whose outstanding debt is more than Rs. 5,00,000. A person/ entity who is not an unsecured creditor on such date should treat the notice for information purposes only and shall not be entitled to avail the facility of voting at the venue of the Meeting.
An unsecured creditor entitled to attend and vote at the Meeting is entitled to appoint a proxy(ies) to attend and vote instead of himself/herself and such proxies need not be an unsecured creditor of the Applicant Company. Proxies, to be effective shall be in the prescribed form, duly filled, stamped, signed and deposited by the person entitled to attend and vote at the said Meeting, or by his authorised representative, not less than 48 (forty eight) hours before the commencement of the Meeting at the Registered Office of the Applicant Company. The form of proxy can be obtained free of charge at the registered office of the Applicant Company or at the offices of its Advocates, Cyril Amarchand Mangaldas, Advocates & Solicitors, 5th Floor, Peninsula Chambers, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. All alterations made in the form of proxy should be initialed.
A minor cannot be appointed as proxy.
The proxy of an unsecured creditor who is blind or incapable of writing will be accepted if such member has attached his/ her signature or mark thereto in presence of a witness who has signed the proxy form and added his/ her description and address: provided that all insertions have been made by the witness at the request and in the presence of the unsecured creditor before the witness attached his/ her signature or mark.
The proxy of an unsecured creditor who does not know English may be accepted if it is executed in the manner prescribed in note 2, and the witness certifies that it was explained to the unsecured creditor in the language known to him/her, and gives the unsecured creditor’s name in English below the signature.
Unsecured creditors are requested to hand over the enclosed Attendence Slip, duly signed in accordance with their specimen signature(s) registered with the Applicant Company for admission to the meeting hall.
The authorized representative of a body corporate which is an unsecured creditor of the Applicant Company may attend and vote at the said Meeting provided a certified true copy of the resolution of the board of directors or other governing body of the body corporate authorizing such representative to attend and vote at the said Meeting is deposited at the registered office of the Applicant Company at least 48 (forty eight) hours before the time fixed for the Meeting. Further, the authorized representative and any persons voting by proxy are requested to carry a copy of valid proof of identity at the Meeting.
The Notice, together with the documents accompanying the same, is being sent to all the unsecured creditors by permitted mode whose names appear in the Chartered Accountant’s certificate certifying the list of unsecured creditors of the Applicant Company as on June 30, 2019 and whose outstanding debt is more than Rs. 5,00,000.
The quorum of the meeting of the unsecured creditors of the Applicant Company shall be 3 (three) unsecured creditors of the Applicant Company, present in person or through proxy or through authorized representative.
All documents referred to in the Notice and Explanatory Statement will be available for inspection at the Applicant Company’s Registered Office between 10:00 AM to 1:00 PM on the working days till the date of the Meeting.
The Notice convening the aforesaid Tribunal Convened Meeting will be published through advertisement in the Indian Express (Mumbai edition) in English language and a Marathi translation thereof in Loksatta (Mumbai edition) indicating the day, date, place and time of the Meeting and stating that the copies of the Scheme, the Explanatory Statement required to be furnished pursuant to Sections 230 - 232 of the Act and the form of proxy shall be provided free of charge at the Registered Office of the Applicant Company or at the offices of its Advocates, Cyril Amarchand Mangaldas, Advocates & Solicitors, 5th Floor, Peninsula Chambers, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013.

The Tribunal vide its order dated August 6, 2019 has appointed M/s. Nilesh Shah and Associates, Practicing Company Secretaries, represented by Mr. Nilesh Shah residing at 404/B, Poonam Sagar, Poonam Nagar, Off. Mahakali Caves Road, Andheri (East), Mumbai – 400 093, failing which Ms. Hetal Shah, having membership number FCS – 8063, failing which Mr. Mahesh Darji, having membership number FCS – 7175, as the scrutinizer for the Meeting.

The scrutinizer will submit his report to the Chairperson of the Meeting after scrutinizing the voting made by unsecured creditors, of the Applicant Company through physical ballot at the Meeting.

The results, together with scrutinizer’s report, will be announced on or before October 11, 2019 and will be placed on the website of the Company at http://www.solara.co.in besides being communicated to the BSE Limited and National Stock Exchange of India Limited where the shares of the Applicant Company are listed.

Encl: As above

EXPLANATORY STATEMENT UNDER SECTIONS 230(3) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 TO THE NOTICE OF THE TRIBUNAL CONVENED MEETING OF THE UNSECURED CREDITORS OF SOLARA ACTIVE PHARMA SCIENCES LIMITED

Pursuant to an order dated August 6, 2019, passed by the Mumbai Bench of the National Company Law Tribunal (“NCLT”) in the above mentioned application 1671 of 2018 (“Order”), a meeting of the unsecured creditors of Solara Active Pharma Sciences Limited (the “Applicant Company/ Solara”) is being convened at Hotel Regenza By Tunga, Plot No.37, Sector 30-A, Vashi, Navi Mumbai – 400 703 on Thursday, October 10, 2019, at 11.00 a.m. (or so soon thereafter after the conclusion of the Tribunal convened meeting of the equity shareholders of Solara Active Pharma Sciences Limited on same date and day at 10.00 a.m.) (“Tribunal Convened Meeting” or “Meeting”) for the purpose of considering, and if thought fit, approving, with or without modification, the scheme of merger between the Applicant Company and Strides Chemicals Private Limited (“Strides”) and their respective shareholders, pursuant to the provisions of Sections 230 - 232 of the Companies Act, 2013 (“Act”), and any other applicable provisions of the Act, as applicable (including any statutory modification(s) or re-enactment thereof, for the time being in force) (the “Scheme”). The Scheme has been approved by the Board of Directors of the Applicant Company (“Board”) at their meeting held on September 28, 2018. A copy of the Scheme is enclosed as Annexure 1.
The Scheme inter alia provides for the amalgamation of Strides with the Applicant Company by way of merger by absorption and followed by the dissolution without winding up of Strides and the consequent cancellation of equity shares held by the Applicant Company in Strides, and various other matters consequential to or otherwise integrally connected with the above pursuant to the provisions of Sections 230 - 232 of the Act, and any other applicable provisions of the Act, as applicable (including any statutory modification(s) or re-enactment thereof), for the time being in force.
In terms of the said Order, the quorum for the Tribunal Convened Meeting shall be 3 (three) creditors present in person as prescribed under Section 103(1)(a)(iii) of the Act. In case the quorum as noted above for the Meeting is not present, then the Meeting shall be adjourned to the same day in the next week at the same time and place, or to such other date and such other time as the Board may determine, and thereafter the persons present and voting shall be deemed to constitute the quorum. In terms of the said Order, the NCLT, has appointed Mr. Vishal Phal, an Advocate and in his absence, Mr. Swanand Ganoo, an Advocate, to be the Chairperson of the Tribunal Convened Meeting.
The Applicant Company has filed the Scheme with the Registrar of Companies, Maharashtra in Form No. GNL-1.
The Scheme is subject to approval by majority of persons representing three-fourth in value of the unsecured creditors and equity shareholders of the Applicant Company, voting in person or by proxy or through authorized representative or by remote e-voting (in case of the equity shareholders), in terms of Section 230-232 of the Act.

6. Details as per Rule 6(3) of the Merger Rules

(i) Details of the order of the NCLT directing the calling, convening and conducting of the Meeting:

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

(ii) Details of the Applicant Company and Strides

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S. Strides Chemicals Solara Active
Particulars
No. Private Limited Pharma Sciences Limited
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S. No.	Particulars	Strides Chemicals Private Limited	Solara Active Pharma Sciences Limited

1.	Corporate Identifcation Number	U24290MH2003PTC138910	L24230MH2017PLC291636 (formerly U24230MH2017PLC291636)
2.	Permanent Account Number	AABCV6155D	AAYCS2093N
3.	Date of Incorporation	January29,2003	February23,2017
4.	Type of company	Private limited company	Public limited company

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S. No.	Particulars	Strides Chemicals Private Limited	Solara Active Pharma Sciences Limited
	id ff dd d	Plot No. N-39/ N-39-1, Anand Nagar Addiil Abh	201, Devavrata, Vashi, Sector – 17,
5.	Regstere oce aress an e-mail address	MIDC, tona mernat, Ambernath (East), Thane- 421506 [email protected]	Navi Mumbai – 400703 [email protected]
6.	Name of the stock exchange(s) where securities of company(ies) are listed	Not listed on any stock exchange	BSE Limited and National Stock Exchange of India Limited

(iii) Other Particulars of the Applicant Company as per Rule 6(3) of the Merger Rules

(a) Summary of the main objects as per the Memorandum of Association and main business carried on by Solara

“3 (A)

To carry on business in India and outside India as manufacturers, producers, processors, formulators, sellers, importers, exporters, merchants, distributors, traders and dealers in proprietary medicine, common medical preparations, active pharmaceutical ingredients, intermediates, synthetic drugs, vitamins, antibiotics, biological products, food stuffs for human & animal use, topicals, injections, tablets, capsules, pharmaceutical drugs and medicines, patent and proprietary medicines, hormones, liver extract, biological and non-biological pharmaceutical tablets and capsules, tranquilizers, ayurvedic products, medicated powders, re-packed drugs, analgesics and antipyretic preparations, anti- diarrhoeal preparations, anti-cholinergic preparations, antiasthmatic preparations as defined under the Drugs Act and Rules in all its branches.
To carry on the business of preparing for sale or otherwise the formula and formulations for the manufacture in respect of one or more of the above products.
To carry on scientific and industrial research and development in respect of one or more of the above products.
To carry on contract research and contract manufacturing activities in the field of pharmaceuticals, chemicals, bulk drugs and intermediates.
To develop and/ or acquire, the technology design, manufacture, construct, erect, operate and maintain the plant, machinery equipment and works capable of producing the aforesaid items; and to establish well equipped laboratory/ R&D Centre and carry on analytical experiments, Research & Development and other work.
(b) Details of change of name, registered office and objects of Solara during the last five years

Change of Registered Office: Nil

Change of objects: Nil

(c) Details of the capital structure of the Applicant Company including authorised, issued, subscribed and paid up share capital

The authorized, issued, subscribed and paid up share capital of the Applicant Company as at March 31, 2019 is as under:

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Share Capital Amount (In Rs.)
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Share Capital	Amount(In Rs.)

Authorized Share Capital
40,000,000 EquityShares of INR 10 each	400,000,000
TOTAL	400,000,000
Issued, subscribed and paid-up Share Capital
25,774,267 equityshares of face value of INR 10 each fully paid up	257,742,670
TOTAL	257,742,670

Post Scheme Capital Structure:

Upon the coming into effect of the Scheme, the authorised share capital of the Applicant Company shall automatically stand increased as follows:

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Share Capital Amount (In Rs.)
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Share Capital	Amount(In Rs.)

Authorized Share Capital
120,000,000 EquityShares of INR 10 each	120,00,00,000
TOTAL	120,00,00,000

No shares will be issued by the Applicant Company as consideration for the merger, as shares held by the Applicant Company in Strides will be cancelled pursuant to the Scheme.

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

The details of the promoters of the Applicant Company as on August 31, 2019 are as set forth below:

S. No.	Name of the Promoter	Address
*Promoter/ Promoter* *Group*
1	Yalavarthy Usha Rani	No.1, Serenity Park, Sarjapur Road, Kaikondranahalli Village, Carmelram Post,Bangalore - 560 035.
2	Sajitha Pillai	‘Karuna’, Surabhi Road , Pulamon.P.O, Kottarakkara, Kerala – 691 531.
3	K R Lakshmi	No. 4019,6th Cross,7th Block,Jayanagar,Bangalore – 560 082
4	K R Ravishankar	No.1, Serenity Park, Sarjapur Road, Kaikondranahalli Village, Carmelram Post,Bangalore - 560 035.
5	Rajitha Gopalakrishnan	7 B, Dover Court, Sree Kandath Road, Ravipuram, Cochin – 682 016.
6	Padmakumar Karunakaran Pillai	D 1002, Tower 1, Adarsh Palm Retreat, Outer Ring Road, Devarabeesana Halli,Bangalore – 560 103.
7	Rajeswari Amma	Karuna,Opp. Union Bank of India,Kalkere,Bangalore - 560083
8	Vineetha Mohanakumar Pillai	No 813 , Sobha Dew Flower , Sarakki, Main Road, 1st Phase, J P Nagar,Bangalore – 560078.
9	Arunkumar Pillai	E- 102,Adarsh Gardens,Jayanagar,8th Block,Bangalore- 560082.
10	Deepa Arun Kumar	E- 102,Adarsh Gardens,Jayanagar,8th Block,Bangalore- 560082.
11	Hemalatha Pillai	‘Karuna’, Kalkere, Opp. Union Bank Staff College, BG Road, Bangalore – 560 083.
12	Aditya Arun Kumar	E- 102,Adarsh Gardens,Jayanagar,8th Block,Bangalore- 560082
13	Tarini Arun Kumar	E- 102,Adarsh Gardens,Jayanagar,8th Block,Bangalore- 560082.
14	Agnus Capital LLP	Star 1, Ground Floor, Bilekahalli, OPP. IIM, Bannerghatta Road, Bangalore – 560 076.

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S. No. Name of the Promoter Address
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S. No.	Name of the Promoter	Address

15	Chayadeep Properties Pvt Ltd	Star 1, Ground Floor, Bilekahalli, OPP. IIM, Bannerghatta Road, Bangalore – 560 076.
16	Chayadeep Ventures LLP	Star 1, Ground Floor, Bilekahalli, OPP. IIM, Bannerghatta Road, Bangalore – 560 076.
17	Sequent Scientifc Ltd	301 Dosti Corporation Road No 22 Dosti Pinnacle Plot No E 7 Thane, Maharashtra 400604
18	Triumph Venture Holdings LLP	No 1 Serenity Park Sarjapur Road, Kaikondran I Vill Carmalram PO Bangalore Karnataka 560035
19	Agnus Holdings Pvt Ltd	Star 1, Ground Floor, Bilekahalli, OPP. IIM, Bannerghatta Road, Bangalore – 560 076.
20	Pronomz Ventures LLP	Star 1, Ground Floor, Bilekahalli, OPP. IIM, Bannerghatta Road, Bangalore – 560 076.
21	Karuna Ventures Private Limited	Star 1, Ground Floor, Bilekahalli, OPP. IIM, Bannerghatta Road, Bangalore – 560 076
22	Devicam Capital LLP	Star 1, Ground Floor, Bilekahalli, OPP. IIM, Bannerghatta Road, Bangalore – 560 076.
23	Karuna Business Solutions LLP	Star 1, Ground Floor, Bilekahalli, OPP. IIM, Bannerghatta Road, Bangalore – 560 076

The Applicant Company has 8 (eight) directors as on August 31, 2019, mentioned as under. The details of such directors are set forth below:

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

1.	Deepak Calian Vaidya	Non-Executive - Non Independent Director, Chairperson	Suraj, No. 249 / 251, Walkeshwar Road, Mumbai – 400 006
2.	Jitesh Devendra	ManagingDirector	No.2, Jagadeeswaran Road, T. Nagar, Chennai–600017
3.	Nirmal P Bhogilal	Non – Executive - Independent Director	No. 26 B.G. Kher Marg, Malabar Hill, Mumbai – 400 006
4.	R. Ramakrishnan	Non – Executive - Independent Director	Ayodhya, No. 63 Ravishankar-Kodigehalli Bangalore Residency,Sanjiveeni Nagar. Bangalore – 560 092
5	Ronald Tjeerd De Vries	Non – Executive - Independent Director	No.3, Lisnoe Avenue Mount Eden Auckland 1024 NZ
6.	S. Hariharan	Executive Director	F1 Block 1, Jains Ashreya Phase II, K.K. Gardens Ivembuli Amman Koil Street, West K.K. Nagar Chennai - 600 078
7.	Kausalya Santhanam	Non – Executive - Independent Director	No. 128/129 Phase 1, Royal Enclave, Srirampura Bangalore – 560 064
8	Ankur Nand Thadani	Non-Exectuve – Non- Independent Director	No. 205, Crown Jewel, Yogi Hills, B.R. Road, Mulund (West),Mumbai – 400 080

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

Details of the Directors and their votes for the resolution passed on September 28, 2018 are as follows:

S. No.	Names of the Director of the Company	Voted in favour/ against/ abstain
1	Deepak Calian Vaidya	Favour
2	Jitesh Devendra	Favour
3	Nirmal P Bhogilal	Favour
4	R. Ramakrishnan	Favour
5	S. Hariharan	Favour
6	Kausalya Santhanam	Favour

(b) As on June 30, 2019, the Applicant Company has 1025 (Thousand and Twenty Five only) unsecured creditors and amount due to such unsecured creditors is Rs. 81,19,76,157 (Rupees Eighty One Crore Nineteen Lakhs Seventy Six Thousand One Hundred and Fifty Seven only) .

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

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Category of
S. No Effect of the Scheme
Stakeholder
The Applicant Company only has equity shareholders and does not have any
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S. No	Category of Stakeholder	Effect of the Scheme
		The Applicant Company only has equity shareholders and does not have any
A	Shareholders	preference shareholders. The Scheme is expected to have several benefts for the Applicant Company, as indicated in the rationale to the Scheme, and is expected to be in the best interests of the shareholders of the Applicant Company. As the proposed merger is of a wholly owned subsidiary of the Applicant Company (i.e. Strides) with the Applicant Company, pursuant to the scheme becoming effective, the shares held by the Applicant Company in Strides will stand cancelled and no consideration shallpass from the Applicant Company.
B	Promoters	The Scheme is expected to have several benefts for the Applicant Company, as indicated in the rationale to the Scheme, as set out above . Please refer to point (A)above for details regardingeffect on the shareholders.
C	N o n - P r o m o t e r Shareholders	Please refer to point (A) above for details regarding effect on the shareholders.
D	Key Managerial Personnel (“KMPs”)	The KMPs of the Applicant Company shall continue as key managerial personnel of the Applicant Company after effectiveness of the Scheme. Such KMPs who are shareholders of the Applicant Company will continue to remain shareholders. Please refer topoint(A)above for details regardingeffect on the shareholders.
E	Employees	On the Scheme becoming effective, all Employees (as defned in the Scheme) of Strides engaged in service on the Effective Date (“Strides Transferred Employees”) shall be deemed to have become employees of Solara with effect from the Appointed Date (as defned in the Scheme) or their respective joining date, whichever is later, without any break in their service and on the basis of continuity of service, and the terms and conditions of their employment with Solara shall not be less favorable than those applicable to them with reference to their employment in Strides on the Effective Date. Further, on the Scheme becoming effective, insofar as the provident fund, gratuity fund, superannuation fund or any other special fund or trusts, if any, created or existing for the beneft of the staff and employees of Strides, such proportion of the investments made in the funds and liabilities which are referable to the Strides Transferred Employees shall be transferred to the similar funds created by Solara, or at the sole discretion of Solara,maintained as separate funds bySolara.
F	Creditors	The Scheme is notprejudicial to the interests of creditors.
G	Depositors	Not Applicable. The Companydoes not have anyDepositors.
H	Debenture holders	Not Applicable. The Companydoes not have anyDebenture Holders.
I	Debenture trustee and Deposit Trustee	Not Applicable.

(d) Disclosure about effect of the Scheme on material interests of directors, key managerial personnel (KMP), debenture trustee and other stakeholders:

Please refer to point no. (c) above for the effect of the Scheme on material interests of directors, KMPs, debenture trustee and other stakeholders.

(iv) Other Particulars of Strides as per Rule 6(3) of the Merger Rules

(e) Summary of the main objects as per the Memorandum of Association and main business carried on by Strides

(f) Details of change of name, registered office and objects of Strides during the last five years

Change of Registered Office: Nil

Change of objects: Nil

(g) Details of the capital structure of Strides including authorised, issued, subscribed and paid up share capital

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

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Share Capital Amount (In Rs.)
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Share Capital	Amount(In Rs.)

Authorized Share Capital
80,000,000 equityshares of face value of INR 10 each	800,000,000
TOTAL	800,000,000
Issued, subscribed and paid-up Share Capital
79,700,435 equityshares of face value of INR 10 each	797,004,350
TOTAL	797,004,350

Post Scheme Capital Structure:

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

The entire share capital of Strides as on March 31, 2019 is held by the Applicant Company and its nominee shareholder.

Strides has 2 directors as on March 31, 2019, mentioned as under. The details of such directors are set forth below:

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

1	Dileep Rajaram Mahajan	Executive Director	14, Madhushree, Pashan-sus Road Shivalaya Society, Near Sai Chowk,Pashan,Pune 411021
2	Sathish Kumar Mohan Rao	Non Executive Director	4 AF2 Saravanalaya Flat Murugappa Reddy Street, Venkatapuram,Ambattur,Chennai 600053

(i) The date of the board meeting of Strides at which the Scheme was approved by the board of directors including the name of the directors who voted in favour of the resolution, who voted against the resolution and who did not or participate on such resolution:

Details of Directors of Strides who voted on the resolution passed on September 28, 2018 are as follows:

S. No.	Names of the Directors	Voted in favor/ against/ Abstain
1	DileepRajaram Mahajan	Favour
2	Sathish Kumar Mohan Rao	Favour

(j) As on June 30, 2019, Strides has 127 (One Hundred and Twenty Seven only) unsecured creditors and amounts due to such unsecured creditors is Rs. 11,98,41,806.85 (Rupees Eleven Crores Ninety Eight Lakh Forty One Thousand Eight Hundred and Six and Eighty Five Paise only).
(k) None of the Directors, the Key Managerial Personnel (as defined under the Act and rules formed thereunder) of Strides and their respective Relatives (as defined under the Act and rules formed thereunder) have any interests, financial or otherwise in the Scheme, except to the extent of their respective shareholding in the Applicant Company and Strides, if any. Strides does not have any debenture trustees.
(l) Disclosure about effect of the Scheme on material interests of directors, key managerial personnel, debenture trustee and other stakeholders:

Disclosure about the effect of the Scheme on the following persons:

S. No	Category of Stakeholder	Effect of the Scheme on Stakeholders
A	Shareholders	Solara is the only shareholder of Strides and is the transferee company in the Scheme. As the proposed merger is of a wholly owned subsidiary (i.e. Strides) with Solara, pursuant to the Scheme becoming effective, the shares held by Solara in Strides will stand cancelled and no consideration shallpass from Solara
B	Promoters	Please refer to point (A) above for details regarding effect on the shareholders.
C	Non-Promoter Shareholders	Please refer to point (A) above for details regarding effect on the shareholders.
D	Key Managerial Personnel (“KMPs”)	The KMPs of Strides will become employees of Solara, upon effectiveness of the Scheme.

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S. No Category of Stakeholder Effect of the Scheme on Stakeholders
On the Scheme becoming effective, all Employees ( as defined in
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S. No	Category of Stakeholder	Effect of the Scheme on Stakeholders
		On the Scheme becoming effective, all Employees (as defned in
E	Employees	the Scheme) of Strides engaged in service on the Effective Date (“Strides Transferred Employees”) shall be deemed to have become employees of Solara with effect from the Appointed Date (as defned in the Scheme) or their respective joining date, whichever is later, without any break in their service and on the basis of continuity of service, and the terms and conditions of their employment with Solara shall not be less favorable than those applicable to them with reference to their employment in Strides on the Effective Date. Further, on the Scheme becoming effective, in so far as the provident fund, gratuity fund, superannuation fund or any other special fund or trusts, if any, created or existing for the beneft of the staff and employees of Strides, such proportion of the investments made in the funds and liabilities which are referable to the Strides Transferred Employees shall be transferred to the similar funds created by Solara, or at the sole discretion of Solara, maintained as separate funds by Solara.
F	Creditors	The Scheme is expected to be in the best interest of the Strides’ creditors.
G	Depositors	Not Applicable. The Companydoes not have anyDepositors.
H	Debenture Holders	Not Applicable. The Companydoes not have anyDebenture Holders.
I	Deposit Trustee and Debenture Trustee	Not Applicable.

(v) Other details regarding the Scheme required as per Rule 6(3) of the Merger Rules

(a) Relationship between the Applicant Company and Strides:

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

Appointed Date: means the opening of business on September 01, 2018 or such other date as the NCLT may direct/ allow.

Consideration for the merger of Strides with the Applicant Company

(c) Summary of the Accounting Treatment

The Applicant Company shall follow the accounting treatment in accordance with Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act applicable to the Applicant Company.

(d) Rationale of the Scheme of Merger, and the benefit of the Scheme of Merger as perceived by the Board of Directors of the Applicant Company
A. simplify management and group structure, leading to better administration;
B. reduction in costs from more focused operational efforts, rationalization, standardisation and simplification of business processes;
C. the elimination of duplication and rationalization of administrative expenses; and
D. simplify shareholding structure and reduce shareholding tiers.
(e) No investigation or proceedings have been instituted or are pending in relation to the Applicant Company and Strides under the Act.
(f) The pre-Scheme and post-Scheme shareholding patterns of the Applicant Company attached at Annexure 4.
(g) Details of availability of the following documents for obtaining extracts from or making or obtaining copies

A. Certified copy of the orders passed by the Mumbai Bench of the NCLT in 1671 of 2018, dated August 6, 2019 directing the Applicant Company and Strides separately, to convene the respective Tribunal convened meetings;
B. Copy of the Scheme;
C. Copies of the Memorandum of Association and Articles of Association of the Applicant Company and Strides;
D. Copies of the latest audited financial statements of the Applicant Company and Strides including consolidated financial statements;
E. The certificates issued by Auditors of the Applicant Company and Strides to the effect that the accounting treatment, if any, proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act;
F. Copy of Form No. GNL-1 filed by the respective Companies with the concerned Registrar of Companies along with challans, evidencing filing of the Scheme.

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

A. The Scheme was filed by the Applicant Company and Strides with the Mumbai Bench of the NCLT on December 21, 2018, and the Mumbai Bench of NCLT has given directions to convene Meetings(s) vide an Order dated August 6, 2019.
B. The Scheme is subject to approval by majority of persons representing three-fourth in value of the equity shareholders and unsecured creditors, of the Applicant Company, voting in person or by proxy or through authorized representative or by remote e-voting (in case of the equity shareholders), in terms of Section 230-232 of the Act.
The relevant clauses of the Scheme are as under:
“1.1.2 “Appointed Date” means the opening of business on September 1, 2018 or such other date as the NCLT may direct/allow;

of ‘coming into effect of the Scheme’ or ‘effectiveness of the Scheme’ shall be construed as references to the Effective Date;

1.1.17 “Undertaking” means all the undertakings and entire business of the Transferor Company as a going concern, including without limitation:

(a) All the assets and properties (whether movable or immovable, tangible or intangible, real or personal, in possession or reversion, corporeal or incorporeal, present, future or contingent of whatsoever nature) of the Transferor Company, including without limitation, all lands (whether leasehold or freehold), plants, machineries, equipments, buildings and structures, offices, residential and other premises, manufacturing units, inventories and stock (including stock of bulk drugs, intermediates, fine chemicals, salts, alkalis, fine chemicals etc.), current assets (including sundry debtors, bills of exchange, loans and advances), investments of all kinds (including shares, scrips, stocks, bonds, debenture stocks, units or pass through certificates), cash and bank accounts (including bank balances), contingent rights or benefits, benefits of any deposits, receivables, advances or deposits paid by or deemed to have been paid by the Transferor Company, financial assets, benefit of any bank guarantees, performance guarantees and letters of credit, leases (including lease rights), hire purchase contracts and assets, lending contracts, receivables and liabilities related thereto, rights and benefits under any agreement, contracts and arrangements and all other interests in connection with or relating to the Transferor Company, benefit of any security arrangements or under any guarantees, reversions, powers, tenancies in relation to the office and/or residential properties for the employees or other persons, vehicles, share of any joint assets, and other facilities, fixed and other assets, right to use and avail of telephones, telexes, facsimile, email, internet, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of assets or properties or other interest held in trust, registrations, contracts, engagements, arrangements of all kind, privileges and all other rights, easements, liberties and advantages of whatsoever nature and wheresoever situated belonging to or in the ownership, power or possession and in the control of or vested in or granted in favour of or enjoyed by the Transferor Company or in connection with or relating to the Transferor Company and all other interests of whatsoever nature belonging to or in the ownership, power, possession or the control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Transferor Company, whether in India or abroad;
(b) All agreements, contracts, permits, quotas, rights, entitlements, industrial and other licenses, bids, tenders, letters of intent, expressions of interest, development rights (whether vested or potential and whether under agreements or otherwise), municipal permissions, approvals, plans, consents, subsidies, privileges, income tax benefits and exemptions, all other rights including sales tax deferrals and exemptions and other benefits, receivables, and liabilities related thereto, licenses, powers and facilities of every kind, nature and description whatsoever, provisions and benefits of all agreements, contracts and arrangements and all other interests in connection with or relating to the Transferor Company;
(c) All earnest monies and/or security deposits paid or deemed to have been paid by the Transferor Company;
(d) All debts, borrowings, obligations, duties and liabilities, both present and future (including deferred tax liabilities, contingent liabilities and the liabilities and obligations under any licenses or permits or schemes) of every kind, nature and description whatsoever and howsoever arising, raised or incurred or utilized, whether secured or unsecured, whether in Indian rupees or any foreign currency, whether provided for or not in the books of account or disclosed in the balance sheet of the Transferor Company;
(e) All intellectual property rights, trade and service names and marks, patents, copyrights, designs, know how (including know how formulae, technique, method and full information as to process of manufacturing and dealing in bulk drugs, intermediates, fine chemicals, acids, salt, alkalis and other chemicals) and other intellectual property rights of any nature whatsoever, books, records, files, papers, engineering and process information,

(f) all books, records, files, papers, process information and drawings, manuals, data, catalogues, quotations, sales and advertising material, lists of present and former customers and suppliers, other customer information, and all other records and documents, whether in physical or electronic form, relating to business activities and operations of the Transferor Company; and
(g) All the Employees.
Upon the Scheme coming into effect, all equity shares of the Transferor Company held by the Transferee Company (directly and/or through nominees) shall stand cancelled without any further application, act or deed. It is clarified that no new shares shall be issued or payment made in cash or in kind, whatsoever, by the Transferee Company in lieu of such shares of the Transferor Company.
Dissolution of Transferor Company

Upon the coming into effect of the Scheme, the Transferor Company shall stand dissolved without winding-up, without any further act or deed.

21. Scheme Conditional On

(a) Unless waived by the Board of Directors of the Transferee Company and the Transferor Company, mutually, in writing, the Scheme is conditional upon, and subject to:
(i) the Scheme being approved by the requisite majorities of each class of members and each class of creditors of the Transferor Company and the Transferee Company as required under the Act, and the requisite orders of the NCLT being obtained in this regard, unless such requirement is dispensed with by the NCLT;
(ii) the NCLT having accorded its sanction to the Scheme;
(iii) such other approvals and sanctions including sanction of any Governmental Authority or contracting party as may be required by law or contract and identified by the Board of Directors of the Companies, in respect of the Scheme being obtained; and
(iv) the certified copies of the order of the NCLT approving the Scheme being filed with the Registrar of Companies.”

A copy of the proposed Scheme is attached as Annexure 1 to this Explanatory Statement. The Scheme is not prejudicial to the interest of the shareholders and creditors of the Applicant Company.

8. Documents required to be circulated for the Tribunal Convened Meeting under Section 232(2) of the Act and SEBI Scheme Circular:

As required under Section 232(2) of the Act and paragraph 8 of the SEBI Scheme Circular, the following documents are being circulated with this notice and the explanatory statement:

(i) Scheme, enclosed as Annexure 1;

(ii) Report adopted by the Board of Directors of the Applicant Company pursuant to the provisions of Section 232(2) (c) of the Act, enclosed as Annexure 2;
(iii) Report adopted by the Board of Directors of Strides pursuant to the provisions of Section 232(2)(c) of the Act, enclosed as Annexure 3;
(iv) Pre-Scheme and Post- Scheme shareholding pattern, as applicable enclosed as Annexure 4;
(v) Supplementary accounting statement of the Applicant Company for the period ending June 30, 2019, enclosed as Annexure 5; and
(vi) Supplementary accounting statement of Strides for the period ending June 30, 2019, enclosed as Annexure 6.

Dated at this 3[rd] day of September, 2019

Sd/-

Vishal Phal Chairperson appointed for the Meeting

Registered Office

Solara Active Pharma Sciences Limited 201, Devavrata, Vashi, Sector – 17, Navi Mumbai – 400703, Maharashtra

Annexure 1

Scheme of Merger between Solara Active Pharma Sciences Limited and Strides Chemicals Private Limited and their respective shareholders under Sections 230 - 232 of the Companies Act, 2013

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Annexure 2

Report adopted by the Board of Directors of Solara Active Pharma Sciences Limited pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013

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Annexure 3

Report adopted by the Board of Directors of Strides Chemicals Private Limited pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013

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Annexure 4

Pre-Scheme and post-Scheme shareholding pattern of Solara Active Pharma Sciences Limited and Strides Chemicals Private Limited:

Pre - Scheme Shareholding Pattern of Solara Active Pharma Sciences Limited as on June 30, 2019*:

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Category Pre & Post-Scheme
Category of the shareholders
Code Shareholding Pattern
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Category Code	Category of the shareholders	Pre & Post-Scheme Shareholding Pattern	Pre & Post-Scheme Shareholding Pattern

(A)	Promoters and Promoter Group	No. of Shares held	% of total capital
1	Indian
a)	Individuals/Hindu undivided Family	33,83,821	13.13
b)	Central Government/State Government(s)		0.00
c)	Financial Institutions/Banks		0.00
d)	AnyOther(Specify)		0.00
	i. Bodies Corporate	70,68,449	27.42
2.	Foreign		0.00
a)	Individuals(Non-Resident Individuals/Foreign Individuals		0.00
b)	Government		0.00
c)	Institutions		0.00
d)	Foreign Portfolio Investor		0.00
e)	AnyOther		0.00
	Sub-Total(A)(2)		0.00
	Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)	1,04,52,270	40.55
(B)	Public Shareholding		0.00
1	Institutions		0.00
a)	Mutual Funds	14,54,850	5.64
b)	Venture Capital Funds		0.00
c)	Alternate Investment Funds	2,74,943	1.07
d)	Foreign Venture Capital Investors		0.00
e)	Foreign Portfolio Investors / Foreign Institutional Investors	38,40,133	14.90
f)	Financial Institutions/Banks	42,478	0.16
g)	Insurance Companies		0.00
h)	Provident Funds/Pension Funds		0.00
	Sub Total(B)(1)	56,15,904	13.13
2	Central Government/State Government(s)/President of India		0.00
	Sub Total(B)(2)		0.00
3	Non-Institutions		0.00
a)	Individuals
	i. Individual shareholders holdingnominal share capital upto Rs.2 lakhs	26,91,189	10.44
	ii. Individual shareholders holding nominal share capital in excess of Rs. 2 Lakhs	22,19,825	8.61
b)	NBFCs Registered with RBI	1,122	0.00
c)	Employee Trusts		0.00
d)	Overseas Depositories(HoldingDRs)(Balancingfgure)		0.00
e)	AnyOther(specify)		0.00
	i. TRUSTS	38,278	0.15
	ii. NON RESIDENT INDIANS	1,14,716	0.45
	iii. CLEARING MEMBERS	13,000	0.05

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Category Pre & Post-Scheme
Category of the shareholders
Code Shareholding Pattern
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Category of the shareholders	Pre & Post-Scheme Shareholding Pattern	Pre & Post-Scheme Shareholding Pattern

iv. DIRECTORS	2,14,686	0.83
v. NRI NON-REPATRIATION	99,564	0.39
vi. BODIES CORPORATES	35,99,307	13.96
vii. DIRECTORS AND THEIR RELATIVES	7,241	0.03
viii. I E P F	7,790	0.03
ix. H U F	1,68,789	0.65
x. FOREIGN BODIES	5,14,400	2.00
xi. FOREIGN NATIONALS	16,186	0.06
xii. Overseas Corporate Bodies	3,500	0.01
Sub Total(B)	97,06,093	37.66
Grand Total(A+B)	2,57,74,267	100.00

*** post scheme shareholding of Solara Active Pharma Sciences Limited will not change on the basis of the Scheme, given that no shares are being issued by Solara pursuant to the Scheme.**

Pre – Scheme Shareholding Pattern of Strides Chemicals Private Limited as on June 30, 2019*:

S No	Name of the Shareholder	No of Shares held	% of total capital
1	Solara Active Pharma Sciences Limited	7,97,00,434	100.00
2	Mr S. Murali Krishna (Nominee Shareholder holding for and on behalf of Solara Active Pharma Sciences Limited)	1	0.00
	Total	7,97,00,435	100.00

*post-scheme shareholding pattern for Strides Chemicals Private Limited is not applicable as the company will merge with Solara Active Pharma Sciences Limited pursuant to the scheme

Note: Strides Chemicals Private Limited is a wholly owned subsidiary of Solara Active Pharma Sciences Limited

Annexure 5

Supplementary accounting statement of Solara Active Pharma Sciences Limited for the period ending

June 30, 2019

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Annexure 6

Supplementary accounting statement of Strides Chemicals Private Limited for the period ending June 30, 2019

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THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

Attendance Slip

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SOLARA ACTIVE PHARMA SCIENCES LIMITED

CIN: L24230MH2017PLC291636

UNSECURED CREDITORS ATTENDANCE SLIP

Tribunal convened Meeting – October 10, 2019

Please complete this Attendance Slip and hand over at the entrance of the Meeting Hall for the meeting convened pursuant to the directions of the Hon’ble National Company Law Tribunal, Mumbai Bench, of the Unsecured Creditors at 11.00 A.M. (or so soon thereafter after the conclusion of the Tribunal convened meeting of the equity shareholders of Solara Active Pharma Sciences Limited on same date and day at 10.00 a.m.) at Hotel Regenza By Tunga, Plot No.37, Sector 30-A, Vashi, Navi Mumbai – 400 703 on Thursday, October 10, 2019.

Name and address of the UNSECURED CREDITOR (IN BLOCK LETTERS) Signature Name of proxy/ authorized representative* (IN BLOCK LETTERS) Signature

*to be filled in by the Proxy/authorized representative in case he/she attends instead of the unsecured creditor

Notes:

Unsecured Creditors attending the meeting in person or by proxy or through authorised representative are requested to complete and bring the Attendance slip with them and hand it over at the entrance of the meeting hall duly filled and signed (as per the specimen signature registered with the Applicant Company).
Unsecured Creditors who come to attend the meeting are requested to bring their copy of the notice with them for reference at the meeting.
The authorized representative of a body corporate which is an unsecured creditor of the Applicant Company and any person voting by proxy is requested to bring (i) a certified true copy of the resolution of the board of directors or other governing body of the body corporate authorizing such representative to attend and vote at the said meeting, and (ii) valid proof of identity at the meeting.

ROUTE MAP TO THE VENUE OF THE TRIBUNAL CONVENED MEETING

Venue: Hotel Regenza By Tunga, Plot No.37, Sector 30-A, Vashi, Navi Mumbai – 400 703

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Hotel Regenza By Tunga,
Navi Mumbai,
Vashi
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Unsecured Creditor’s Proxy Form

[As per Form MGT-11 and pursuant to Section 105 (6) of Companies Act, 2013 and Rule 19 (3) of Companies (Management and

Administration) Rules, 2014]

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SOLARA ACTIVE PHARMA SCIENCES LIMITED CIN: L24230MH2017PLC291636

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

BENCH, AT MUMBAI C.A. (C.A.A.) NO. 1671 OF 2018

Tribunal Convened Meeting – October 10, 2019

Name of the Unsecured Creditor(s):

Registered Address: Email:

I/ We, being a Unsecured Creditor(s) of Rs... ____ of the above named Company, hereby appoint: Name:_____; Email:_____ Address : _________

___________ Signature: ____

Or failing him/ her

Name:____; Email:_____ Address : _______________

_____________ Signature: ____

Or failing him/ her

Name:____; Email:________

Address : ____________

___________ Signature: _________

as my/ our proxy to act for me/us and attend and vote (on a poll) for me/ us and on my/ our behalf at the TRIBUNAL CONVENED MEETING of the Company, to be held on Thursday, October 10, 2019 at 11.00 a.m. (or so soon thereafter after the conclusion of the Tribunal convened meeting of the equity shareholders of Solara Active Pharma Sciences Limited on same date and day at 10.00 a.m.) at Hotel Regenza By Tunga, Plot No.37, Sector 30-A, Vashi, Navi Mumbai – 400 703 and at any adjournment thereof for the purpose of considering and if thought fit, approving, with or without modification(s), the merger embodied in the scheme of merger between Strides Chemicals Private Limited with Solara Active Pharma Sciences Limited and their respective shareholders, to vote for me/us and in my/our names ________ (here, if ‘for’, insert ‘FOR’, if ‘against’, insert ‘AGAINST’, and in the latter case, strike out the words below after ‘the Scheme’) the said arrangement embodied in the Scheme, either with or without modification(s), as my/our proxy may approve (Strike out whatever is not applicable) and resolution in relation to the following:

Resolution Number	Resolutions	Type of Resolution

1	Approval for the Scheme for merger of Strides Chemicals Private Limited with Solara Active Pharma Sciences Limited and their respective shareholders	As prescribed under Section 230-232 of the Companies Act,2013

with Solara Active Pharma S	ciences Limited and their respective shareholde	rs Act,2013
Signed this ___ day of _______	2019	Affix
		revenue
		stamp
_______	________
Signature of the Unsecured Creditor	Signature of the Proxy

Note:

A unsecured creditor entitled to attend and vote at the tribunal convened meeting is entitled to appoint a proxy to attend and vote in the meeting instead of himself/ herself and the proxy need not be a unsecured creditor of the company.
The form of proxy must be deposited at the registered office of Solara Active Pharma Sciences Limited at 201, Devavrata, Sector 17, Vashi, Navi Mumbai, Mumbai 400 703, at least 48 (forty-eight) hours before the scheduled time of the commencement of the said meeting.
All alterations made in the form of proxy should be initialed.
Please affix appropriate revenue stamp before putting signature.
In case of multiple proxies, the proxy later in time shall be accepted.
Proxy need not be an unsecured creditor of Solara Active Pharma Sciences Limited.
No person shall be appointed as a proxy who is a minor.
The proxy of an unsecured creditor, blind or incapable of writing, would be accepted if such unsecured creditor has attached his signature or mark thereto in the presence of a witness who shall add to his signature his description and address: provided that all insertions in the proxy are in the handwriting of the witness and such witness shall have certified at the foot of the proxy that all such insertions have been made by him at the request and in the presence of the unsecured creditor before he attached his signature or mark.
The proxy of an unsecured creditor who does not know English would be accepted if it is executed in the manner prescribed in point no. 8 above and the witness certifies that it was explained to the unsecured creditor in the language known to him, and gives the unsecured creditor’s name in English below the signature.
The Proxy Form shall be signed by the appointer or his attorney duly authorized in writing, or if the appointer is a body corporate, be under its seal or be signed by an officer or an attorney duly authorized by it.

AI assistant

SOLARA ACTIVE PHARMA SCIENCES LIMITED — Proxy Solicitation & Information Statement 2019

61842_rns_2019-09-06_8acd0664-f953-45a5-8b67-5a476838da5d.pdf

Sub: National Company Law Tribunal convened meetings of Equity Shareholders and Unsecured Creditors of the Company.

Thanking you,

SOLARA ACTIVE PHARMA SCIENCES LIMITED

TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, BENCH, AT MUMBAI

COMPANY SCHEME APPLICATION NO. 1671 OF 2018

And

And

NOTICE CONVENING THE TRIBUNAL CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF SOLARA ACTIVE PHARMA SCIENCES LIMITED

Notes:

Voting through Electronic Means

Encl: As above

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

6. Details as per Rule 6(3) of the Merger Rules

(c) Details of the capital structure of the Applicant Company including authorised, issued, subscribed and paid up share capital

Post Scheme Capital Structure:

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

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

(d) Disclosure about effect of the Scheme on material interests of directors, key managerial personnel (KMP), debenture trustee and other stakeholders:

(iv) Other Particulars of Strides as per Rule 6(3) of the Merger Rules

(f) Details of change of name, registered office and objects of Strides during the last five years

Change of Registered Office: Nil

Change of objects: Nil

Post Scheme Capital Structure:

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

(v) Other details regarding the Scheme required as per Rule 6(3) of the Merger Rules

(a) Relationship between the Applicant Company and Strides:

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

Consideration for the merger of Strides with the Applicant Company

(c) Summary of the Accounting Treatment

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

21. Scheme Conditional On

8. Documents required to be circulated for the Tribunal Convened Meeting under Section 232(2) of the Act and SEBI Scheme Circular:

Registered Office

Pre-Scheme and post-Scheme shareholding pattern of Solara Active Pharma Sciences Limited and Strides Chemicals Private Limited:

June 30, 2019

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Equity Shareholders’ Proxy Form

SOLARA ACTIVE PHARMA SCIENCES LIMITED CIN: L24230MH2017PLC291636

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

Tribunal Convened Meeting – October 10, 2019

Or failing him/ her

Or failing him/ her

Note:

Attendance Slip

SOLARA ACTIVE PHARMA SCIENCES LIMITED

EQUITY SHAREHOLDERS ATTENDANCE SLIP

Tribunal convened Meeting – October 10, 2019

Notes:

ROUTE MAP TO THE VENUE OF THE TRIBUNAL CONVENED MEETING

NOTES

NOTES

NOTES

NOTES

SOLARA ACTIVE PHARMA SCIENCES LIMITED

TRIBUNAL CONVENED MEETING OF THE UNSECURED CREDITORS

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,

BENCH, AT MUMBAI

COMPANY SCHEME APPLICATION NO. 1671 OF 2018

And

And

And

NOTICE CONVENING THE TRIBUNAL CONVENED MEETING OF THE UNSECURED CREDITORS OF SOLARA ACTIVE PHARMA SCIENCES LIMITED

: Registered Office

Notes:

Encl: As above

EXPLANATORY STATEMENT UNDER SECTIONS 230(3) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 TO THE NOTICE OF THE TRIBUNAL CONVENED MEETING OF THE UNSECURED CREDITORS OF SOLARA ACTIVE PHARMA SCIENCES LIMITED

(c) Details of the capital structure of the Applicant Company including authorised, issued, subscribed and paid up share capital

Post Scheme Capital Structure:

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

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

(d) Disclosure about effect of the Scheme on material interests of directors, key managerial personnel (KMP), debenture trustee and other stakeholders:

(iv) Other Particulars of Strides as per Rule 6(3) of the Merger Rules

(f) Details of change of name, registered office and objects of Strides during the last five years

Change of Registered Office: Nil

Change of objects: Nil

Post Scheme Capital Structure:

SOLARA ACTIVE PHARMA SCIENCES LIMITED Proxy Solicitation & Information Statement 2019