February 16, 2019

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WEL /SEC/2019

To,

BSE Limited 1stFloor, Rotunda Bldg, Dalal Street, Fort, Mumbai - 400 001. ScripCode: 532553	National Stock Exchange of India Limited Exchange Plaza, C-1, Block-G, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051. NSE Symbol: WELENT

Dear Sir/Madam,

Sub: Regulation 30 read with Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015:

Notice convening the meeting of the equity shareholders of the Company pursuant to the National Company Law Tribunal, Ahmedabad, order dated January 31, 2019.

Please find enclosed herewith a copy of the Notice convening the meeting of the equity shareholders of the Company to be held on Tuesday, March 19, 2019 at 10:00 a.m. at the registered office of the Company, pursuant to the order dated January 31, 2019 passed by the Hon'ble National Company Law Tribunal, Ahmedabad Bench, in the matter of the Scheme of Amalgamation of Anjar Road Private Limited (“Transferor Company”) with Welspun Enterprises Limited (“Transferee Company”) and their respective shareholders and creditors.

The e-voting period shall commence from Saturday, March 16, 2019 at 9:00 a.m. and ends on Monday, March 18, 2019 at 5:00 p.m.

Please take the above mentioned on record.

Thanking You.

For Welspun Enterprises Limited

PRIYA Digitally signed by PRIYA TUSHAR TUSHAR PAKHARE Date: 2019.02.16 PAKHARE 14:34:45 +05'30' Priya Pakhare Company Secretary FCS - 7805

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WELSPUN ENTERPRISES WELSPUN ENTERPRISES LIMITED INFRASTRUCTURE AND ENERGY

CIN: L45201GJ1994PLC023920

Regd. Office: Welspun City, Village Versamedi, Taluka Anjar, District Kutch, Gujarat-370 110. Tel.: + 91 2836 662222; Fax: + 91 2836 279010 Corporate Office: Welspun House, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai-400 013. Tel.: + 91 22 6613 6000; Fax: + 91 22 2490 8020

Website: www.welspunenterprises.com; Email: [email protected]

MEETING OF THE EQUITY SHAREHOLDERS OF WELSPUN ENTERPRISES LIMITED CONVENED AS PER THE DIRECTIONS OF THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

NCLT MEETING:	NCLT MEETING:	NCLT MEETING:	NCLT MEETING:	NCLT MEETING:
Day		Tuesday
Date		March 19,2019
Time		10:00 a.m.
Venue		Welspun City,Village Versamedi,Taluka Anjar,District Kutch,Gujarat – 370110.

NCLT RELATED REMOTE E-VOTING FOR ALL SHAREHOLDERS:
Start Date and Time			Saturday,March 16,2019
End	Date and Time		Monday,March 18,2019

	INDEX
Sr. No.	Particulars			Page No.
1.	Notice convening meeting of the equity shareholders of Welspun Enterprises Limited under the provisions of Sections 230- 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 asper the directions of the National CompanyLaw Tribunal, Ahmedabad Bench			2
2.	Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies(Compromises, Arrangements and Amalgamations)Rules, 2016			8
3.	Annexure 1 Scheme of Amalgamation of Anjar Road Private Limited with Welspun Enterprises Limited and their respective shareholders and creditors under Section 230-232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013			18
4.	Annexure 2 Valuation report dated September 21, 2018 and letter dated October 4, 2018 issued by M/s. SSPA & Co., Chartered Accountants			35
5.	Annexure 3 Fairness Opinion dated September 21, 2018 issued byDalmia Securities Private Limited			43
6.	Annexure 4 Copyof Observation letter dated December 3, 2018 from BSE Limited			52
7.	Annexure 5 Copyof Observation letter dated December 3, 2018 from National Stock Exchange of India Limited			54
8.	Annexure 6 Complaint Reports dated October 29, 2018 and November 1, 2018 submitted to BSE Limited and National Stock Exchange of India Limited respectively.			56
9.	Annexure 7 Report adopted by the Board of Directors of Welspun Enterprises Limited in its meeting held on September 21, 2018 pursuant to theprovisions of Section 232(2)(c)of the Companies Act, 2013			60
10.	Annexure 8 Report adopted by the Board of Directors of Anjar Road Private Limited in its meeting held on September 21, 2018 pursuant to theprovisions of Section 232(2)(c)of the Companies Act, 2013			62
11.	Annexure 9 Abridged Prospectus as provided in Part D of Schedule VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations 2009, includingapplicable informationpertainingto Anjar Road Private Limited			65
12.	Annexure 10 SupplementaryUnaudited AccountingStatement of Welspun Enterprises Limited for theperiod ended September 30, 2018			75
13.	Annexure 11 SupplementaryUnaudited AccountingStatement of Anjar Road Private Limited for theperiod ended September 30, 2018			85
14.	ProxyForm			91
15.	Mapof the Venue of the Meeting			93
16.	Attendance Slip			Enclosed

~~1~~

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH COMPANY SCHEME APPLICATION NO 17 OF 2019

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

And

In the matter of Scheme of Amalgamation of Anjar Road Private Limited with Welspun Enterprises Limited and their respective shareholders and creditors

Welspun Enterprises Limited, ) a company incorporated under the provisions ) of the Companies Act, 1956, and having its registered office ) at Welspun City, Village Versamedi, Taluka Anjar, ) District Kutch, Gujarat 370110 ) ……. Applicant Company

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF THE APPLICANT COMPANY

To,

All the equity shareholders of Welspun Enterprises Limited (the “ Applicant Company ”)

NOTICE is hereby given that by an order dated January 31, 2019, in the above mentioned Company Scheme Application (the “Order” ), the National Company Law Tribunal, Ahmedabad Bench ( “NCLT” or “Tribunal” ) has directed a meeting to be held of the equity shareholders of the Applicant Company for the purpose of considering, and if thought fit, approving with or without modification(s), the amalgamation embodied in the Scheme of Amalgamation of Anjar Road Private Limited ( “ARPL” or “Transferor Company” ) with Welspun Enterprises Limited ( “WEL” or “Transferee Company” or “Company” ) and their respective shareholders and creditors ( “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 Welspun City, Village Versamedi, Taluka Anjar, District Kutch, Gujarat – 370 110 on Tuesday, March 19, 2019 at 10:00 a.m. at which time and place you are requested to attend. At the meeting, the following resolution will be considered and if thought fit, be passed, with or without modification(s):

“RESOLVED THAT pursuant to the provisions of Sections 230-232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, as may be applicable, read with related rules thereto as applicable under the Companies Act, 2013 as amended (including any statutory modification or re-enactment or amendment thereof), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Securities and Exchange Board of India Circular No. CFD/ DIL3/CIR/2017/21 dated March 10, 2017, the observation letters issued by each of BSE Limited and National Stock Exchange of India Limited, both dated December 3, 2018 and subject to the relevant provisions of any other applicable laws and enabling provisions of the Memorandum of Association and Articles of Association of the Company and subject to the approval of Hon’ble National Company Law Tribunal, Ahmedabad Bench ( “NCLT” or “Tribunal” ) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by NCLT or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” , which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), the amalgamation embodied in the Scheme of Amalgamation of Anjar Road Private Limited ( “Transferor Company” ) with Welspun Enterprises Limited ( “Transferee Company” ) and their respective shareholders and creditors (“ Scheme” ) placed before this meeting and initialled by the Chairman of the meeting for the purpose of identification, be and is hereby approved;

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the amalgamation embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the NCLT while sanctioning the amalgamation embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper without being required to seek any further approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

~~2~~

TAKE FURTHER NOTICE that you may attend and vote at the said meeting in person or by proxy provided that a proxy in the prescribed form, duly signed by you or your authorised representative, is deposited at the registered office of the Applicant Company at Welspun City, Village Versamedi, Taluka Anjar, District Kutch, Gujarat 370110, not later than 48 (forty eight) hours before the time fixed for the aforesaid meeting. The form of proxy can be obtained free of charge from the registered office of the Applicant Company or can be downloaded from the website of the Company www.welspunenterprises.com.

TAKE FURTHER NOTICE that in compliance with the provisions of (i) Section 230 read with Sections 108 of the Companies Act, 2013; (ii) Rule 6(3)(xi) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; (iii) Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014; and (iv) Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Applicant Company has provided the facility of e-voting so as to enable the equity shareholders, to consider and approve the Scheme by way of the aforesaid resolution. Accordingly, voting by equity shareholders of the Applicant Company to the Scheme shall be carried out through e-voting system or polling paper at the venue of the meeting to be held on March 19, 2019.

TAKE FURTHER NOTICE that each equity shareholder can opt for only one mode of voting i.e. either at the venue of the meeting of the equity shareholders of the Company or by remote e-voting. If you opt for remote e-voting then do not vote at the venue of the meeting and vice-versa. In case of equity shareholders exercising their right to vote via both modes, i.e. at the venue of the meeting of the equity shareholders of the Company as well as remote e-voting, then remote e-voting shall prevail over voting by the said equity shareholders at the venue of the meeting of the equity shareholders and votes cast at the venue of the meeting by those equity shareholders shall be treated as invalid.

Copies of the Scheme, and of the Statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, along with the enclosures as indicated in the Index, can be obtained free of charge at the registered office of the Applicant Company at Welspun City, Village Versamedi, Taluka Anjar, District Kutch, Gujarat 370110 or its corporate office at Welspun House, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013 or at the office of its advocates, Raval & Raval Advocates at 21-23, Laxmi Chambers, Opp. Old High Court, Ahmedabad - 380014.

The Tribunal has appointed Mr. Atul Desai, Partner at Kanga & Co. and failing him, Mr. Harish Gupta and failing him, Brig. Atul Wahi, to be the Chairman of the said meeting including for any adjournment or adjournments thereof. The Scheme, if approved in the aforesaid meeting, will be subject to the subsequent approval of the Tribunal.

The Company is also offering e-voting facility to the Equity Shareholders and the e-voting period commences from Saturday, March 16, 2019 at 9:00 a.m. and ends on Monday, March 18, 2019 at 5:00 p.m.

A copy of the Explanatory Statement, under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the Scheme and the other enclosures as indicated in the Index are enclosed.

Sd/-

Chairperson appointed for the meeting

Dated this 11[th] day of February, 2019.

Registered Office: Welspun City, Village Versamedi, Taluka Anjar, District Kutch, Gujarat - 370110

Notes:

Only registered equity shareholders of the Applicant Company may attend and vote either in person or by proxy (a proxy need not be an equity shareholder of the Applicant Company) or in the case of a body corporate or Registered Foreign Portfolio Investors (“RFPI”) or Foreign Institutional Investors (“FII”), by a representative authorised under Section 113 of the Companies Act, 2013 at the meeting of the equity shareholders of the Applicant Company. The authorised representative of a body corporate/ RFPI/FII which is a registered equity shareholder of the Applicant Company may attend and vote at the meeting of the equity shareholders of the Applicant Company provided a copy of the resolution of the board of directors or other governing body of the body corporate/RFPI/FII authorising such representative to attend and vote at the meeting of the equity shareholders of the Applicant Company, duly certified to be a true copy by a director, the manager, the secretary or other authorised officer of such body corporate/RFPI/FII, is deposited at the registered office of the Applicant Company not later than 48 (forty eight) hours before the scheduled time of the commencement of the meeting of the equity shareholders of the Applicant Company.
As per Section 105 of the Companies Act, 2013 and the rules made thereunder, a person can act as proxy on behalf of not more than 50 (fifty) equity shareholders holding in aggregate, not more than 10% (ten percent) of the total share capital of the Applicant Company carrying voting rights. Equity shareholders holding more than 10% (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.
The form of proxy can be obtained free of charge from the registered office/ corporate office of the Applicant Company or can be downloaded from the website of the Company www.welspunenterprises.com and website of NSDL www.evoting.nsdl.co.in.
All alterations made in the form of proxy should be initialed.

~~3~~

During the period beginning 24 (twenty four) hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, an equity shareholder would be entitled to inspect the proxies lodged at any time during the business hours (except on Saturdays, Sundays and public holidays) of the Applicant Company, provided that not less than 3 (three) days of notice in writing is given to the Applicant Company.
The Tribunal by its order has directed that a meeting of the equity shareholders of the Applicant Company shall be convened and held at Welspun City, Village Versamedi, Taluka Anjar, District Kutch, Gujarat 370 110 on Tuesday, March 19, 2019 at 10:00 a.m. for the purpose of considering, and if thought fit, approving, with or without modification(s), the resolution approving amalgamation embodied in the Scheme. Equity shareholders would be entitled to vote in the said meeting either in person or through proxy.
In compliance with the provisions of (i) Section 230 read with Sections 108 of the Companies Act, 2013; (ii) Rule 6(3)(xi) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; (iii) Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014; and (iv) Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Applicant Company has provided the facility of e-voting so as to enable the equity shareholders, to consider and approve the Scheme by way of the aforesaid resolution. Accordingly, voting by equity shareholders of the Applicant Company to the Scheme shall be carried out through e-voting or polling paper at the venue of the meeting to be held on Tuesday, March 19, 2019.
The quorum of the meeting of the equity shareholders of the Applicant Company shall be 30 (thirty) equity shareholders of the Applicant Company, present in person. If the requisite quorum is not present within half an hour from the time appointed for holding the meeting, then the meeting shall be adjourned by half an hour and the quorum for the adjourned meeting shall be such number of equity shareholders of the Applicant Company that are present in person or proxy.
A registered equity shareholder or his proxy, attending the meeting, is requested to bring the Attendance Slip duly completed and signed.
The registered equity shareholders who hold shares in dematerialized form and who are attending the meeting are requested to bring their DP ID and Client ID for easy identification of the attendance at the meeting.
The registered 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 Applicant Company/ list of beneficial owners as received from National Securities Depository Limited (“NSDL”) and /or Central Depository Services (India) Limited (“CDSL”) in respect of such joint holding, will be entitled to vote.
The documents referred to in the accompanying Explanatory Statement shall be open for inspection by the equity shareholders at the registered office or at the office of its advocates, Raval & Raval Advocates at 21-23, Laxmi Chambers, Opp. Old High Court, Ahmedabad - 380014 during business hours on all days (except Saturdays, Sundays and public holidays) up to the date of the meeting.
The equity shareholders holding equity shares as on March 12, 2019, being the cut-off date, will be entitled to exercise their right to vote on the above resolution.
Pursuant to Section 101 and 136 of the Companies Act, 2013 read with the applicable rules made thereunder (including any statutory modification(s), clarifications, exemptions or re-enactments thereof for the time being in force) the Notice, together with the documents accompanying the same, is being sent to all the equity shareholders electronically by e-mail to those equity shareholders who have registered their e-mail ids with the Applicant Company/registrar and share transfer agents, NSDL/CDSL, unless the equity shareholders have requested for a physical copy of the same. For equity shareholders who have not registered their e-mail ids, physical copies shall been sent by permitted mode. However, equity shareholders who wish to receive a physical copy of the Notice are requested to send an email to [email protected] duly quoting his/her DP ID and Client ID or the Folio number, as the case may be. The notice is being sent to those equity shareholders whose names appear in the register of members/list of beneficial owners as received from the Depositories as on December 31, 2018. The Notice will be displayed on the website of the Applicant Company www.welspunenterprises.com and on the website of National Securities Depositories Limited (NSDL) https://www.evoting.nsdl.com.
Voting rights shall be reckoned on the paid-up value of the shares registered in the names of equity shareholders as on the cutoff date i.e. March 12, 2019. Persons who are not equity shareholders of the Applicant Company as on the cut-off date i.e. March 12, 2019 should treat this notice for information purposes only.
The voting by the equity shareholders through the e-voting shall commence at 9.00 a.m. on Saturday, March 16, 2019 and shall close at 5.00 p.m. on Monday, March 18, 2019.
The notice convening the meeting will be published through advertisement in (i) ‘Financial Express’ Ahmedabad Edition in the English language; and (ii) translation thereof in ‘Kutch Mitra’ Bhuj Edition in Gujarati language.
Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 (“SEBI Circular”) issued by the Securities and Exchange Board of India (“SEBI”), inter alia, provides that approval of public shareholders of the Applicant Company to the Scheme shall be obtained by way of voting through e-voting. Since, the Applicant Company is seeking the approval of its equity shareholders (which includes public shareholders) to the Scheme by way of e-voting, no separate procedure for voting through e-voting would be required to be carried out by the Applicant Company for seeking the approval to the Scheme by its public shareholders in

~~4~~

terms of SEBI Circular. The aforesaid notice sent to the equity shareholders (which includes public shareholders) of the Applicant Company would be deemed to be the notice sent to the public shareholders of the Applicant Company. For this purpose, the term “public” shall have the meaning assigned to it in Rule 2(d) of the Securities Contracts (Regulations) Rules, 1957 and the term “public shareholders” shall be construed accordingly. In terms of SEBI Circular, the Applicant Company has provided the facility of e-voting to its public shareholders.

The Tribunal, by its Order, has, inter alia, held that the Applicant Company is directed to convene a meeting of its equity shareholders. Equity Shareholders are required to pass the resolution approving the scheme by e-voting or polling paper at the venue. Since equity shareholders include public shareholders, their votes cast by e-voting will be in sufficient compliance of SEBI Circular.

In accordance with the provisions of Sections 230 – 232 of the Companies Act, 2013, the Scheme shall be acted upon only if a majority of persons representing three fourth in value of the equity shareholders of the Applicant Company, voting in person or by proxy or e-voting, agree to the Scheme. Further as per the SEBI Circular, the Scheme shall be acted upon only if the votes cast by public shareholders in favour of the proposal are more than the number of votes cast by public shareholders against it.
The Applicant Company has engaged the services of National Securities Depositories Limited (NSDL) for facilitating e-voting for the said meeting to be held on Tuesday, March 19, 2019. Equity shareholders desiring to exercise their vote by using e-voting facility are requested to follow the instructions mentioned in Note below.
Mr. Sanjay Risbud of M/s. S. S. Risbud & Co., Company Secretaries (Certificate of Practice No. 5117) has been appointed as the scrutinizer to conduct the e-voting process and voting at the venue of the meeting in a fair and transparent manner.
The scrutinizer will submit his combined report to the Chairman of the meeting after completion of the scrutiny of the votes cast by the equity shareholders of the Applicant Company through (i) e-voting process and (ii) polling paper at the venue of the meeting. The scrutinizer’s decision on the validity of the vote (including e-votes) shall be final. The results of votes cast through (i) e-voting process and (ii) polling paper at the venue of the meeting will be announced within 48 hours of the conclusion of the meeting. The results, together with the Scrutinizer’s Reports, will be displayed at the registered office of the Applicant Company, on the website of the Applicant Company, www.welspunenterprises.com and on the website of National Securities Depositories Limited (NSDL) at https://www.evoting.nsdl.com, besides, being communicated to BSE Limited and National Stock Exchange of India Limited.
The equity shareholders of the Applicant Company can opt only one mode for voting i.e. e-voting or voting at the venue of the meeting.
The equity shareholders of the Applicant Company attending the meeting who have not cast their vote through e-voting shall be entitled to exercise their vote at the venue of the meeting. Equity shareholders who have cast their votes through e-voting may also attend the meeting but shall not be entitled to cast their vote again.
The voting through e-voting period will commence at 9.00 a.m. on Saturday, March 16, 2019 and will end at 5.00 p.m. on Monday, March 18, 2019. During this period, the equity shareholders of the Applicant Company holding shares either in physical form or in dematerialized form, as on the cut-off date, i.e. Tuesday, March 12, 2019 may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on the resolution is cast by an equity shareholder, he or she will not be allowed to change it subsequently.
Any queries/grievances in relation to the voting by e-voting may be addressed to the Company Secretary of the Applicant Company at Welspun City, Village Versamedi, Taluka Anjar, District Kutch, Gujarat – 370110, or through email to companysecretary_wel@ welspun.com, Company Secretary of the Applicant Company can also be contacted at 022-66136000. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at [email protected].
Voting through electronic means
I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the meeting of the equity shareholders by electronic means and the business may be transacted through e-voting Services. The facility of casting the votes by the equity shareholders using an electronic voting system from a place other than venue of the General Meeting (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).
II. The facility for voting through ballot paper shall be made available at the meeting and the equity shareholders attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through polling paper .
III. The equity shareholders who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

~~5~~

IV. The remote e-voting period commences on Saturday, March 16, 2019 (9:00 am) and ends on Monday, March 18, 2019 (5:00 pm). During this period equity shareholders’ of the Company, holding equity shares either in physical form or in dematerialized form, as on the cut-off date ,i.e., Tuesday, March 12, 2019, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by a member, that member shall not be allowed to change it subsequently.
V. The process and manner for remote e-voting are as under:

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

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

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

Details on Step 1 is mentioned below:

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

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ section.
A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

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

Your User ID details are given below :

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Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
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Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:

a) For equity shareholders who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For equity shareholders who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12 then your user ID is 12
c) For equity shareholders holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

Your password details are given below:
a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will ask you to change your password.
c) How to retrieve your ‘initial password’?
- (i) If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
- (ii) If your email ID is not registered, your ‘initial password’ is communicated to you on your postal address.
If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting. nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address.

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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-Voting will open.

Details on Step 2 is given below:

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

After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
After clicking on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.
Select “EVEN” of Company for which you wish to cast your vote.
Now you are ready for e-Voting as the Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1 Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail [email protected] with a copy marked to [email protected].
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
- In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222990 or send a request at [email protected]
VI. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the meeting through polling paper.
VII. Mr. Sanjay Risbud of M/s. S. S. Risbud & Co., Company Secretaries (Certificate of Practice No. 5117) has been appointed as the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner.
VIII. The Chairman shall, at the meeting, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “Polling Paper” for all those members who are present at the meeting but have not cast their votes by availing the remote e-voting facility.
IX. The Scrutinizer shall after the conclusion of voting at the meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than two days of the conclusion of the meeting, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
X. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www. welspunenterprises.com and on the website of NSDL www.evoting.nsdl.com immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the stock exchanges at which the shares of the Company are listed.

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH COMPANY SCHEME APPLICATION NO 17 OF 2019

In the matter of Companies Act, 2013;

And

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

And

In the matter of Scheme of Amalgamation of Anjar Road Private Limited with Welspun Enterprises Limited and their respective shareholders and creditors

EXPLANATORY STATEMENT UNDER SECTION 230(3), 232(1) AND (2) 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 NCLT CONVENED MEETING AND THE NOTICE FOR REMOTE E-VOTING IN THE MANNER SET OUT UNDER SEBI CIRCULAR NO. CFD/DIL3/CIR/2017/21 DATED MARCH 10, 2017 OF THE EQUITY SHAREHOLDERS OF THE APPLICANT COMPANY

Pursuant to an Order dated January 31, 2019 passed by the National Company Law Tribunal, Ahmedabad Bench ( “NCLT” or “Tribunal” ) in the Company Application no. 17/230-232/NCLT/AHM/2019, a meeting of the Equity Shareholders of Welspun Enterprises Limited (hereinafter referred to as “Applicant Company” or “Transferee Company” or “WEL” or “Company” ) is being convened and held at Welspun City, Village Versamedi, Taluka Anjar, District Kutch, Gujarat 370 110 on Tuesday, March 19, 2019 at 10:00 a.m. for the purpose of considering and if thought fit, approving with or without modification(s), the proposed Scheme of Amalgamation of Anjar Road Private Limited ( “ARPL” or “Transferor Company” ) with Welspun Enterprises Limited and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 (‘ the Scheme ’).
Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 (‘the SEBI Circular’) issued by the Securities and Exchange Board of India (‘SEBI’),inter alia, requires the Applicant Company to provide for voting by Public Shareholders through e-voting. Since Welspun Enterprises Limited is seeking the approval of its Equity Shareholders (which includes Public Shareholders) to the Scheme by way of e-voting, no separate procedure for voting through e-voting would be required to be carried out by WEL for seeking the approval to the Scheme by its Public Shareholders in terms of the SEBI Circular.
Further, in terms of Clause 9 of Annexure I of the SEBI Circular, the said Scheme shall be acted upon only if the votes casted by the Public Shareholders (i.e. Equity Shareholders other than those forming part of Promoter and Promoter Group) in favour of the resolution for approval of the Scheme are more than the number of votes casted by the Public Shareholders against it. The scrutinizer will submit his separate report to the Chairman of the meeting after completion of the scrutiny of the votes cast by the Public Shareholders so as to announce the results of the votes exercised by the Public Shareholders of WEL.
The draft Scheme was placed before the Audit Committee and Board of Directors of the Applicant Company at their meeting held on September 21, 2018. In accordance with the provisions of SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, the Audit Committee of the Company vide a resolution passed on September 21, 2018 recommended the Scheme to the Board of Directors of the Applicant Company inter-alia taking into account:
a) The Valuation report issued by M/s. SSPA & Co, Chartered Accountants dated September 21, 2018 for issue of shares pursuant to the Scheme;
b) The Fairness Opinion issued by Dalmia Securities Private Limited, an independent Merchant Banker dated September 21, 2018 on the fairness of the Valuation Report;
c) Statutory Auditors certificate dated September 21, 2018 issued by M/s. MGB & Co. LLP, Chartered Accountants, Statutory Auditors of the Applicant Company, in relation to the accounting treatment prescribed in the Scheme.

Copy of the Valuation Report and Fairness Opinion is enclosed to this Notice.

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Thereafter, the Audit Committee and the Board of Directors, through circular resolution, approved the change in the Appointed Date on December 20, 2018, as defined in the Scheme, to December 10, 2018, subject to inter alia approval by the shareholders and creditors of the Applicant Company and sanction of the jurisdictional National Company Law Tribunal where the registered office of the Company is situated and of such other authorities.
Based upon the recommendations of the Audit Committee and on the basis of the evaluations, the Board of Directors of the Applicant Company has come to the conclusion that the Scheme is in the interest of the Applicant Company and its shareholders . A copy of the Scheme as approved by the Board of Directors of the respective companies is enclosed herewith to this Notice.

6. BACKGROUND OF THE COMPANIES INVOLVED IN THE SCHEME IS AS UNDER:

Welspun Enterprises Limited (“Applicant Company” or “Transferee Company” or “WEL” or “Company”)

a) Welspun Enterprises Limited was incorporated on December 20, 1994 under the name ‘MSK Projects (India) Limited’. Upon change of control from MSK group to Welspun group, name of the Applicant Company was changed to ‘Welspun Projects Limited’ vide fresh certificate of incorporation consequent upon change of name dated December 3, 2010. Further, name of the Applicant Company was changed to ‘Welspun Enterprises Limited’ vide fresh certificate of incorporation consequent upon change of name dated May 29, 2015. There has been no further change in the name of the Applicant Company in the last five (5) years except the one mentioned above. The Corporate Identification Number of the Applicant Company is L45201GJ1994PLC023920. Permanent Account Number of the Applicant Company is AABCM4107C. Email id of the Applicant Company is [email protected].
b) The Registered Office of the Applicant Company is situated at Welspun City, Village Versamedi, Taluka Anjar, District Kutch, Gujarat – 370110. There has been no further change in the registered office address of the Applicant Company in the last five (5) years
c) The details of the Authorised, Issued, Subscribed and Paid-up share capital of the Applicant Company as on March 31, 2018 are as under:

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

Authorised Capital
180,000,000 EquityShares of Rs. 10 each	1,800,000,000
Total	1,800,000,000
Issued Capital
147,533,056 EquityShares of Rs. 10 each	1,475,330,560
Total	1,475,330,560
Subscribed and Paid-up Capital
147,533,056 EquityShares of Rs. 10 each	1,475,330,560
Total	1,475,330,560

Subsequent to March 31, 2018, the Transferee Company has allotted 550,000 equity shares pursuant to the Employee Stock Options Scheme.
The shares of the Applicant Company are currently listed on BSE Limited and National Stock Exchange of India Limited.
d) The Applicant Company is engaged in the infrastructure business. It develops and operates PPP projects in various sectors like roads, water and urban infrastructure.
e) The objects for which the Applicant Company has been established are set out in its Memorandum of Association. The main objects of the Applicant Company are set out hereunder:

The Objects for which the Company is established are:-

1. To undertake and/or direct all types of construction and the maintenance of or/and acquire by purchase, lease, exchange, hire or otherwise, lands, properties, buildings and estates of any tenure or any interest therein, to sell, lease, let, mortgage or otherwise dispose off the same and to purchase, construct and sell for self or for any person free hold or lease hold lands, house properties, buildings, offices, factories, workshops, godowns, farm houses, farms and any kind of landed properties or any share/interest therein and to carry on the business of land and estate agents on commission or otherwise without commission.

2. To carry on the business of and act as promoters, organisers and developers of lands, estates, properties, cooperative housing societies, associations, housing schemes, shopping-office complexes, townships, farms, farm houses, holiday resorts, hotels, motels and to finance with or without security and/or interest for the same and to deal with and improve such properties either as owner or as agents.

3. To carry on the business as contractors for turnkey projects in all of its aspects.

4. To provide, develop, own, maintain, operate, instruct, execute, carry out, improve, construct, repair, work, administer, manage, control, transfer on a Build, Operate and Transfer (BOT) or Build, Own, Operate and Transfer (BOOT) or

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Build, Operate, Lease and Transfer (BOLT) basis or Engineering Procurement Construction (EPC) or Hybrid Annuity Model (HAM) or Toll Operate and Transfer (TOT) basis or otherwise, make tenders, apply or bid for, acquire, transfer to operating companies, in the infrastructure sector, any infrastructure facilities including but not limited to roads, dams, bridges, tunnels, airports, ports, railways, metros, waterways, underways, water supply projects, pipelines, sanitation and sewerage systems, oil & gas projects, generation, supply and distribution of electricity, power projects, telecommunication facilities, housing projects, commercial real estate projects, warehouses, factories, godowns, other works or convenience of public or private utility involving public or private financial participation, either directly or through any subsidiary or joint venture company or group company and to carry out the business on contractual basis, assign, convey, transfer, lease, auction, sell, the right to collect any rent, toll, compensation, charges or other income from infrastructure projects undertaken by the Company or any other entity for any tenure or description.

5. To carry on, through subsidiary company/joint venture/associates, the business of financing, lending and advancing short-term and long term loans, credit, operating lease, either with or without security or guarantee, by borrowings or otherwise, and to invest, acquire, hold, sell, purchase, or otherwise deal in securities issued or guaranteed by any entity or government as or do such activities as may be permitted by the applicable laws and regulations and to act as broker, manager, consultant, advisor, collaborator in all incidental and allied activities related to lending, financing or investment activities including but not limited to bill discounting, rediscounting of bills, finance against shares, debentures and any other financial and non-financial assets.

During the last 5 years, clause no. 4 of object clause of the Applicant Company has been altered vide special resolution passed by the shareholders by way of postal ballot, the result of which was declared on May 26, 2017 and clause no. 5 has been altered vide special resolution passed by the shareholders by way of postal ballot, the result of which was declared on September 6, 2017.

Anjar Road Private Limited (“ARPL” or “Transferor Company”)

a) Anjar Road Private Limited was incorporated under the Companies Act, 1956 on March 16, 2012. There has been no further change in the name of the Transferor Company since its incorporation. The Corporate Identification Number of the ARPL is U45400GJ2012PTC102150. Permanent Account Number of ARPL is AAKCA7553M. Email id of ARPL is [email protected].
b) The Registered Office of the Transferor Company, on incorporation, was situated at 3[rd] Floor, Welspun House, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400013. Further, pursuant to issue of certificate of registration of Regional Director order for change of state dated May 3, 2018 the Registered Office of the Transferor Company was shifted to Survey No 76, Village Morai, Vapi, Valsad, Gujarat-396191.
c) The details of the issued, subscribed and paid-up share capital of ARPL as on March 31, 2018 are as under:

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

Authorised Capital
50,000 Equityshares of Rs. 10 each	5,00,000
Total	5,00,000
Issued, Subscribed & Fully Paid-up Share Capital
40,000 Equityshares of Rs. 10 each	4,00,000
Total	4,00,000

Subsequent to the above date, there has been no change in the authorized, issued, subscribed and paid-up share capital of the Transferor Company.
d) The Transferor Company is engaged directly or indirectly, through its subsidiary, joint venture or associate companies or otherwise in the infrastructure business. It also acts as an investment holding company having investment predominantly in Welspun Enterprises Limited.
e) The main objects of the Transferor Company as set out in its Memorandum of Association are as follows:

1. To undertake and carry on, directly or indirectly, through subsidiary, joint venture or associate company/ ies or otherwise, the business, of construction, maintenance and operation of or/and acquire by purchase, lease, exchange, hire or otherwise, lands, properties, roads, bridges, tunnels, underways, ports, dams, canals, buildings, other structures and estates of any kind and tenure or any interest therein, to maintain, operate, sell, lease, let, mortgage or otherwise dispose off the same and to purchase, construct and sell for self or for any person free hold or lease hold lands, house properties, buildings, offices, factories, workshops, godowns, farm houses, farms and any kind of landed properties or any share/interest therein and to carry on the business of land and estate agents on commission or otherwise without commission.

2. To carry on the business of and act as promoters, organisers and developers of lands, estates, properties, co-operative housing societies, associations, housing schemes, shopping-office complexes, townships, farms, farm houses, holiday resorts, hotels, motels and to finance with or without security and/or interest for the same and to deal with and improve such properties either as owner or as agents and the business as contractors for turnkey projects

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in all of its aspects and the business of trading in commodities of all kinds (including commodities relating to the paragraph 1 hereof and this paragraph).

During the last 5 years, main objects of the Transferor Company has been altered vide special resolution passed by the shareholders in their extraordinary general meeting held on March 20, 2017.

7. BACKGROUND OF THE SCHEME

The Scheme inter-alia provides for the following:

(i) Amalgamation of the Transferor Company with the Applicant Company;
(ii) Cancellation of equity shares held by the Transferor Company in the Applicant Company; and
(iii) Issue of equal number of equity shares by the Applicant Company to the shareholders of the Transferor Company.

8. RATIONALE OF THE SCHEME

It is proposed to amalgamate the Transferor Company into the Transferee Company by this Scheme, as a result of which the shareholders of the Transferor Company viz. the promoter group of the Transferor Company (who are also part of the promoter group of the Transferee Company) shall directly hold shares in the Transferee Company and the following benefits shall, inter alia, accrue to the Companies:

a) The amalgamation will result in the promoter group of the Transferor Company directly holding shares in the Transferee Company, which will lead to simplification of the shareholding structure and reduction of shareholding tiers of the Transferee Company;
b) The promoter group of the Transferee Company is desirous of streamlining its holding in the Transferee Company. As a step towards such rationalization, it is proposed to merge the Transferor Company into the Transferee Company;
c) The promoters would continue to hold the same percentage of shares in the Transferee Company, pre and post the amalgamation. There would also be no change in the financial position of the Transferee Company;
d) All cost, charges and expenses relating to the Scheme would be borne out of the assets (other than shares of the Transferee Company) of the Transferor Company. Any expense, exceeding the assets of the Transferor Company would be borne by the shareholders of the Transferor Company directly;
Further, the Scheme also provides that the shareholders of the Transferor Company shall indemnify the Transferee Company and keep the Transferee Company indemnified for liability, claim, demand, if any, and which may devolve on the Transferee Company on account of this amalgamation.

In addition to the above, the promoters of Welspun Enterprises Limited have been acquiring shares in the open market by way of creeping acquisition. Future acquisitions by Promoter Group at Anjar Road Private Limited may lead Welspun Enterprises Limited becoming a subsidiary of Anjar Road Private Limited. Proviso to clause (87) of section 2 of the Companies Act, 2013 and the Companies (Restriction on number of Layers) Rules, 2017 were notified on September 20, 2018. These Rules provide that no company (subject to certain exceptions) shall have more than two layers of subsidiaries. Upon Welspun Enterprises Limited becoming a subsidiary of Anjar Road Private Limited, the above mentioned Rules will put restrictions on incorporation of subsidiaries by Welspun Enterprises Limited’s subsidiaries. The proposed merger of Anjar Road Private Limited with Welspun Enterprises Limited will reduce one layer of company in the holding structure and therefore enhance flexibility of Welspun Enterprises Limited’s subsidiaries to incorporate subsidiary.

In view of the aforesaid, the Board of Directors of both the Companies have considered and proposed this Scheme of Amalgamation under the provisions of Sections 230-232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013.

9. SALIENT FEATURES OF THE SCHEME

Salient features of the scheme are set out as below:

This Scheme of Amalgamation is presented under Sections 230-232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, as may be applicable, for amalgamation of Anjar Road Private Limited with Welspun Enterprises Limited.
“Appointed Date” means December 10, 2018;
“Effective Date” means the date on which the conditions specified in Clause 18 of this scheme are complied with;
Upon this Scheme becoming effective and upon amalgamation of the Transferor Company into the Transferee Company in terms of this Scheme, the Transferee Company shall, without any application, act or deed, issue and allot equity shares, credited as fully paid up, to the extent indicated below, to the members of the Transferor Company holding fully paid-up equity shares of the Transferor Company and whose names appear in the register of members of the Transferor Company as on the Record Date, or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by the Board of Directors of the Transferor Company / Transferee Company in the following proportion:

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“5,84,15,951 fully paid up equity share of Rs. 10 each of the Transferee Company shall be issued and allotted as fully paid up to the equity shareholders of the Transferor Company in proportion of their holding in the Transferor Company”

(Equity shares to be issued by the Transferee Company as above are hereinafter referred to as “New Equity Shares”).

Upon the Scheme becoming effective, the issued, subscribed and paid up share capital of WEL, to the extent of the shares held by ARPL in WEL, shall be automatically cancelled and reduced in terms of Section 66 of the Act.
The Transferee Company shall account for the amalgamation in its books as per the accounting principles generally accepted in India, including the Indian Accounting Standards (IndAS) prescribed under Section 133 of the Act and the accounting treatment prescribed in the Scheme, to the extent consistent with IndAS.
The difference, if any, of the value of assets over the value of liabilities and reserves transferred to the Transferee Company as stated above, after providing for adjustments as stated above and the face value of New Equity Shares issued by the Transferee Company shall be adjusted in the capital reserves of the Transferor Company as recorded in the books of Transferee Company (to the extent available) and the balance, if any, in the reserves and surplus of the Transferee Company.
On the Scheme becoming effective, the Transferor Company shall stand dissolved automatically without winding up in accordance with the provisions of Section 230-232 of the Companies Act, 2013.
All costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed) arising out of or incurred in connection with and implementing this Scheme and matters incidental shall be borne by the Transferor Company and / or its shareholders.

You are requested to read the entire text of the Scheme to get fully acquainted with the provisions thereof. The aforesaid are only some of the key provisions of the Scheme.

10. APPROVALS

10.1. Pursuant to the SEBI Circulars read with Regulation 37 of the SEBI Listing Regulations, the Applicant Company had filed necessary applications before BSE and NSE seeking their no-objection to the Scheme. The Applicant Company has received the observation letters from BSE and NSE dated December 3, 2018 conveying their no-objection to the Scheme ( “Observation Letters” ). Copies of the aforesaid Observation Letters are enclosed herewith.

10.2. BSE and NSE vide their Observation Letters dated December 3, 2018 have advised that SEBI has given following comments on the Scheme of Amalgamation:

“Based on our letter reference no Ref: NSE/LIST/63060 submitted to SEBI and pursuant to SEBI Circular No. CFD/DIL3/ CIR/2017/21 dated March 10, 2017 (‘Circular’), SEBI vide letter dated December 3, 2018, has given following comments:

a. The Company shall ensure that additional information, if any, submitted by the Company, after filing the scheme with the stock exchange, and from the receipt of this letter is displayed on the website of the listed company.
b. The Company shall duly comply with various provisions of the Circulars.
c. The Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the observations to the notice of NCLT.
d. It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under Section 230(5) of Companies Act, 2013 to SEBI again for its comments/observations/ representations.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the Scheme, it shall disclose information about unlisted companies involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulation, 2015, we hereby convey our “No-objection” in terms of regulation 94 of SEBI (LODR) Regulation, 2015, so as to enable the Company to file the draft scheme with NCLT.”

10.3. As required by the SEBI Circular, the Applicant Company has filed the Complaints Report with BSE and NSE on October 29, 2018 and November 1, 2018 respectively. A copy of the aforementioned Complaints Report are enclosed herewith.

11. CAPITAL STRUCTURE PRE AND POST AMALGAMATION

The pre-amalgamation capital structure of the Applicant Company is mentioned in paragraph 6 above. Post the amalgamation capital structure of the Applicant Company would be the same. Post amalgamation, the equity shares held by the Transferor Company shall stand cancelled and as a consideration for the amalgamation similar number of shares will be issued to the equity shareholders of the Transferor Company.

The pre- amalgamation capital structure of the Transferor Company is mentioned in paragraph 6 above. Post the amalgamation, the Transferor Company shall stand dissolved without being wound-up.

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12. PRE AND POST AMALGAMATION SHAREHOLDING PATTERN

12.1. The pre and post amalgamation shareholding pattern of the Applicant Company as on December 31, 2018 is as follows:

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Sr. Particulars Pre Merger Post Merger
No.
Number of % Number of %
shares shares
(A) Promoter and Promoter Group
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Sr. No.	Particulars	Pre Merger	Pre Merger	Post Merger	Post Merger
		Number of shares	%	Number of shares	%
(A)	Promoter and Promoter Group
1	Indian
(a)	Individuals/Hindu undivided Family	6,498,316	4.39	64,914,267	43.84
(i)	Balkrishan Goenka - Trustee of Welspun GroupMaster Trust	6,498,112	4.39	64,914,063	43.84
(ii)	Rajesh R. Mandawewala	120	0.00	120	0.00
(iii)	Balkrishan Gopiram Goenka	84	0.00	84	0.00
(b)	Central Government /State Government(s)	-	-	-	-
(c)	Financial Institutions/ Banks	-	-	-	-
(d)	AnyOther(specify)	-	-	-	-
	Bodies Corporate	61,866,687	41.78	3,450,736	2.33
(i)	Anjar Road Private Limited	58,415,951	39.45	-	-
(ii)	Welspun Investments & Commercials Limited	3,239,800	2.19	3,239,800	2.19
(iii)	MGN Agro Properties Private Limited	210,936	0.14	210,936	0.14
	Sub-Total(A)(1)	68,365,003	46.17	68,365,003	46.17
2	Foreign
(a)	Individuals(Non-Resident Individuals/ Foreign Individuals)	-	-	-	-
(b)	Government	-	-	-	-
(c)	Institutions	-	-	-	-
(d)	Foreign Portfolio Investor	-	-	-	-
(e)	AnyOther(specify)	-	-	-	-
	Bodies Corporate	-	-	-	-
	Intech Metals S.A.*	-	-	-	-
	Sub-Total(A)(2)	-	-	-	-
	Total Shareholding of Promoter and Promoter Group (A)= (A) (1)+(A)(2)	68,365,003	46.17	68,365,003	46.17
(B)	Public
1	Institutions
(a)	Mutual Funds	660,000	0.45	660,000	0.45
(b)	Venture Capital Funds	-	-	-	-
(c)	Alternate Investment Funds	1,067,880	0.72	1,067,880	0.72
(d)	Foreign Venture Capital Investors	-	-	-	-
(e)	Foreign Portfolio Investors	4,911,473	3.32	4,911,473	3.32
(f)	Financial Institutions/ Banks	6,176,614	4.17	6,176,614	4.17
	Life Insurance Corporation of India and its funds	5,883,918	3.97	5,883,918	3.97
(g)	Insurance Companies	162,000	0.11	162,000	0.11
(h)	Provident Funds/ Pension Funds	-	-	-	-
(i)	AnyOther(specify)	-	-	-	-
	Sub-Total(B)(1)	12,977,967	8.76	12,977,967	8.76
2	Central Government/ State Government(s)/ President of India	-	-	-	-
	Sub-Total(B)(2)	-	-	-	-
3	Non-institutions
(a)	Individuals -
	i. Individual shareholders holding nominal share capital up to Rs. 2 lakhs.	16,694,420	11.27	16,694,420	11.27
	ii. Individual shareholders holding nominal share capital in excess Rs. 2 lakhs.	27,009,008	18.24	27,009,008	18.24
	ChiragDilipkumar Lakhi	2,847,034	1.92	2,847,034	1.92
	Dilipkumar Lakhi	6,860,243	4.63	6,860,243	4.63
	SandeepGarg	1,600,000	1.08	1,600,000	1.08

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Sr. Particulars Pre Merger Post Merger
No.
Number of % Number of %
shares shares
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Sr. No.	Particulars	Pre Merger	Pre Merger	Post Merger	Post Merger
		Number of shares	%	Number of shares	%

(b)	NBFCs registered with RBI	393,464	0.27	393,464	0.27
(c)	Employee Trusts	-	-	-	-
(d)	Overseas Depositories(holdingDRs) (balancingfgure)	-	-	-	-
(e )	Any Other(specify)	22,643,194	15.29	22,643,194	15.29
(i)	Foreign Nationals	-	-	-	-
(ii)	Hindu Undivided Family	3,023,724	2.04	3,023,724	2.04
(iii)	Non Resident Indians(Non Repat)	462,720	0.31	462,720	0.31
(iv)	Non Resident Indians(Repat)	910,490	0.61	910,490	0.61
(vi)	Unclaimed Shares	31,224	0.02	31,224	0.02
(vii)	ClearingMembers	1,624,743	1.10	1,624,743	1.10
(viii)	IEPF	31,176	0.02	31,176	0.02
(viiii)	Bodies Corporate	16,559,117	11.18	16,559,117	11.18
	Mentor Capital Limited	4,183,277	2.82	4,183,277	2.82
	Sub-Total(B)(3)	66,740,086	45.07	66,740,086	45.07
	Total Public Shareholding (B)= (B)(1)+(B)(2)+(B)(3)	79,718,053	53.83	79,718,053	53.83
(C1)	Shares underlyingDRs	-	-	-	-
(C2)	Shares held byEmployee Trust	-	-	-	-
(C)	Non Promoter-Non Public	-	-	-	-
	Total	148,083,056	100	148,083,056	100

The Board of Directors of the Company at its meeting held on September 21, 2018 approved reclassification of Intech Metals S.A.- a Foreign co-promoter as “Public” which is subject approval of the shareholders and stock exchanges.
12.2. The pre-amalgamation shareholding pattern of the Transferor Company as on December 31, 2018 is as follows:

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Sr No Particulars No. of equity shares % shareholding Equity share capital
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Sr No	Particulars	No. of equity shares	% shareholding	Equity share capital

1	Promoter and Promoter Group	40,000	100%	4,00,000
2	Others	-	-	-
	Total	40,000	100%	4,00,000

13. EXTENT OF SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

13.1. The Directors and Key Managerial Personnel (KMP) and their respective relatives of the Applicant Company may be deemed to be concerned and/or interested in the Scheme only to the extent of their shareholding in the Applicant Company, or to the extent the said Directors / KMP are the partners, directors, members of the companies, firms, association of persons, bodies corporate and/or beneficiary of trust that hold shares in the Applicant Company. Save as aforesaid, none of the Directors, Managing Director or the Manager or KMP of the Applicant have any material interest in the Scheme.

13.2. The details of the present directors and KMP of the Applicant Company and their respective shareholdings in the Applicant Company and the Transferor Company as on December 31, 2018 are as follows:

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Name of Directors / KMP Designation Equity Shares of Rs. 10/- each Equity Shares of Rs.10/- each
in the Applicant Company in the Transferor Company
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Name of Directors / KMP	Designation	Equity Shares of Rs. 10/- each in the Applicant Company	Equity Shares of Rs.10/- each in the Transferor Company

Mr. Balkrishan Goenka	Chairman	6,498,196#	40,000@
Mr. Dhruv Kaji	Independent Director	Nil	Nil
Ms.Mala Todarwal	Independent Director	800
Mr. Mohan Tandon	Independent Director	Nil	Nil
Mr. Rajesh Mandawewala	Non-Independent Director	120
Mr. SandeepGarg	ManagingDirector	16,00,000	Nil
Mr. Shriniwas Kargutkar	CFO	300	Nil
Ms. Priya Pakhare	CompanySecretary	101	Nil

Out of these, 6,498,112 equity shares are held as Trustee of Welspun Group Master Trust

@ Equity shares held as a Trustee of Welspun Group Master Trust (includes 1 equity share held by Mrs. Dipali Goenka as nominee of Balkrishan Goenka, Trustee of Welspun Group Master Trust)

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13.3. The details of the present directors and KMP of the Transferor Company and their respective shareholdings in the Transferor Company and the Applicant Company as on December 31, 2018 are as follows:

Name of Directors	Designation	Equity Shares of Rs. 10/- each in the Applicant Company	Equity Shares of Rs.10/- each in the Transferor Company
Mr. L T. Hotwani	Director	24	NIL
Mr. Sitaram Somani	Director	18,855	NIL

14. GENERAL

14.1. The Applicant Company and the Transferor Company have made joint application before the National Company Law Tribunal, Ahmedabad Bench for the sanction of the Scheme under Section 230-232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013.
14.2. The amount due from the Applicant Company to its Secured Creditors as on September 30, 2018 is Rs. 54.53 crore.
14.3. The amount due from the Applicant Company to its Unsecured Creditors as on September 30, 2018 is Rs. 399.62 crore .
14.4. No amount is due from the Transferor Company to its Secured Creditors as on November 30, 2018.
14.5. No amount is due from the Transferor Company to its Unsecured Creditors as on November 30, 2018.
14.6. In relation to the meeting of the Applicant Company, Equity Shareholders of the Applicant Company whose names are appearing in the records of the Applicant Company as on the cut-off date, i.e., March 12, 2019 shall be eligible to attend and vote at the meeting of the Equity Shareholders of the Applicant Company either in person or by proxies convened as per the directions of the Tribunal or cast their votes using remote e-voting facility.
14.7. The rights and interests of creditors (secured and unsecured) of Applicant Company and Transferor Company are not likely to be prejudicially affected as the Applicant Company is a company with a huge Net Worth and sound financial background. Further no compromise is offered to any of the creditors of the Transferor Company nor their rights are sought to be modified in any manner and the Applicant Company undertakes to meet with all such liabilities in the regular course of business.
14.8. None of Directors and KMP of the Applicant Company or their respective relatives is in any way connected or interested in the aforesaid resolution except to the extent of their respective shareholding, if any.
14.9. The latest audited accounts for the year ended March 31, 2018 and supplementary unaudited accounting statement for the half year ended September 30, 2018 of the Applicant Company indicates that it is in a solvent position and would be able to meet liabilities as they arise in the course of business. Further, there are no creditors in the Company. Hence, the amalgamation will not cast any additional burden on the shareholders or creditors of the Company, nor will it adversely affect the interest of any of the shareholders or creditors.
14.10. There are no winding up proceedings pending against the Applicant Company as of date.
14.11. No investigation proceedings are pending or are likely to be pending under the provisions of Chapter XIV of the Companies Act, 2013 or under the provisions of the Companies Act, 1956 in respect of the Applicant Company.
14.12. The Applicant Company and the Transferor Company are required to seek approvals / sanctions / no- objections from certain regulatory and governmental authorities for the Scheme such as the Registrar of Companies, Regional Director, Securities Exchange Board of India, BSE Limited, National Stock Exchange of India Limited and Income-tax authorities, as may be applicable, and it will obtain the same at the relevant time.
14.13. In the event that the Scheme is withdrawn in accordance with its terms, the Scheme shall stand revoked, cancelled and be of no effect and null and void.
14.14. Names and addresses of the Directors and Promoters of the Applicant Company as on December 31, 2018 are as under:

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Sr. Name of the Director Designation Address
No.
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Sr. No.	Name of the Director	Designation	Address

1	Mr. Balkrishan Goenka	Chairman & Whole Time Director / Promoter	Rocky Isle, 46/C, B. Desai Road, Breach Candy, Mumbai – 400026.
2	Mr. Rajesh Mandawewala	Director / Promoter	161/171-B, Tanna Residency, Bay View, Opp. Siddhivinayak Temple,Prabhadevi,Mumbai- 400025.
3	Mr. Dhruv Subodh Kaji	Director	3901, The Imperial, B.B. Nakashe Marg, Near Tardeo AC Market,Tardeo,Mumbai- 400034.
4	Ms. Mala Todarwal	Director	81, Shivner, 84, Nepean Sea Road, Malabar Hill, Mumbai – 400 006.
5	Mr. Mohan Tandon	Director	Flat No. 205, Challenger Tower No.4, Thakur Village, Kandivali(E),Mumbai - 400101
6	Mr. Sandeep Garg	Managing Director	706, 7th Floor, Casa Grande CHS Ltd, Tower - II Senapati Bapat Marg,Lower Parel,Mumbai 400013.

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14.15 Names and addresses of the directors and promoters of the Transferor Company are as under:

Sl. No.	Name of Director	Designation	Designation	Address
1	Mr. L T. Hotwani	Director		B-1602-1603,Sai Tirth,Siddharth Nagar Thane 400603.
2	Mr. Sitaram Somani	Director		A-504, Crystal Palace CHS, Kach Pada, Link Road, Malad West, Mumbai 400064.

Sl. No.	Name of Promoters		Address
1	Mr. Balkrishan Goenka		RockyIsle 46-C,Bhulabhai Desai Road,Breach CandyMumbai Mumbai 400026
2	Ms. Dipali Goenka		RockyIsle,46/C,Bhulabhai Desai Road,Breach Candy,Mumbai - 400 026.
3	Mr. Rajesh Mandawewala		B-161/171, Tanna Residency, Bay View, V.S.Marg, Opp. Siddhivinayak Temple, Prabhadevi Mumbai 400025

14.16. Details of Directors of the Applicant Company who voted in favour / against / did not participate on resolution passed at the meeting of the Board of Directors of the Applicant Company are given below:

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Sl. No Name of Director Voted in favour / against / did not participate
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Sl. No	Name of Director	Voted in favour / against / did notparticipate

1	Mr. Balkrishan Goenka	Did notparticipate*
2	Mr. Dhruv Subodh Kaji	In favour
3	Ms. Mala Todarwal	In favour
4	Mr. Mohan Tandon	In favour
5	Mr. Rajesh Mandawewala	Did notparticipate*
6	Mr. SandeepGarg	In favour

*Being interested in the resolution approving the Scheme of Amalgamation.
14.17. Details of directors of the Transferor Company who voted in favour / against / did not participate on resolution passed at the meeting of the Board of Directors of the Transferor Company are given below:

Sl. No	Name of Director	Voted in favour / against / did notparticipate
1	Mr. L T. Hotwani	In favour
2	Mr. Sitaram Somani	In favour

14.18. For the purpose of amalgamation of the Transferor Company with the Applicant Company, M/s SSPA & Co., Chartered Accountants have recommended a ratio of allotment of equity shares. The ratio has been determined on the basis of equity shares held by the Transferor Company in the Applicant Company. Accordingly, the total number of shares to be issued by the Applicant Company to the shareholders of the Transferor Company is 58,415,951 as on the Record Date. Dalmia Securities Private Limited, a Category I Merchant Banker after having reviewed the valuation report of M/s SSPA & Co. Chartered Accountants and on consideration of all the relevant factors and circumstances, opined that in their view the independent valuer’s proposed valuation and share allotment is fair.
14.19. A report adopted by the Directors of the Applicant Company, explaining effect of the Scheme on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders, laying out in particular the share allotment, is attached herewith. The Applicant Company does not have any depositors, deposit trustee and debenture trustee. There will be no adverse effect on account of the Scheme as far as the, employees and creditors of the Applicant Company are concerned.
14.20. A copy of the Supplementary Unaudited Accounting Statement of the Applicant Company and the Transferor Company as on September 30, 2018 are attached herewith.
14.21. As far as the employees of the Applicant Company are concerned there would not be any change in their terms of employment on account of the Scheme. Further, no change in the Board of Directors of the Applicant Company is envisaged on account of the Scheme.
14.22. The following documents will be open for inspection to the equity shareholders of the Applicant Company at its registered office at Welspun City, Village Versamedi, Taluka Anjar, District Kutch, Gujarat - 370110, between 10.00 a.m. and 12.00 noon on all days (except Saturdays, Sundays and public holidays) upto the date of the meeting:
(i) Copy of the order passed by the NCLT in Company Scheme Application No. 17/230-232/NCLT/AHM/2019 dated January 31, 2019 of the Applicant Company and the Transferor Company;
(ii) Copy of the Company Scheme Application No. 17 of 2019 along with annexures filed by the Applicant Company and the Transferor Company before NCLT;
(iii) Copy of the Memorandum and Articles of Association of the Applicant Company and the Transferor Company, respectively;
(iv) Copy of the annual reports of the Applicant Company and the Transferor Company for the financial year ended March 31, 2016, March 31, 2017 and March 31, 2018;

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(v) Copy of the Supplementary Unaudited Accounting Statement of the Applicant Company and the Transferor Company, respectively, for the period ended September 30, 2018;
(vi) Copy of the Register of Directors’ shareholding of the Applicant Company and the Transferor Company, respectively;
(vii) Copy of Valuation Report, dated September 21, 2018 submitted by M/s SSPA & Co., Chartered Accountants;
(viii) Copy of the Fairness Opinion, dated September 21, 2018, issued by Dalmia Securities Private Limited, to the Board of Directors of the Applicant Company;
(ix) Copy of the Audit Committee Report, dated September 21, 2018, of the Applicant Company;
(x) Copy of the resolutions, dated September 21, 2018, passed by the respective Board of Directors of the Applicant Company and the Transferor Company, respectively approving the Scheme;
(xi) Copy of resolutions, dated December 20, 2018, passed by the respective Board of Directors of the Applicant Company and the Transferor Company, respectively, approving the change in the Appointed Date from September 21, 2018 to December 10, 2018;
(xii) Copy of the Statutory Auditors’ certificate dated September 21, 2018 issued by MGB & Co LLP, Chartered Accountants, to the Applicant Company;
(xiii) Abridged Prospectus as provided in Part D of Schedule VIII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009, including applicable information pertaining to Anjar Road Private Limited;
(xiv) Copy of the Complaint Reports, dated October 29, 2018 and November 1, 2018, submitted by the Applicant Company to BSE and NSE;
(xv) Copy of the no adverse observations/no objection letter issued by BSE and NSE, both dated December 3, 2018, respectively, to the Applicant Company;
(xvi) Copy of Form No. GNL-1 to be filed by the respective Companies with the concerned Registrar of Companies along with challan evidencing filing of the Scheme;
(xvii) Copy of the Scheme; and
(xviii) Copy of the Reports dated September 21, 2018 adopted by the Board of Directors of the Applicant Company and the Transferor Company, respectively, pursuant to the provisions of Section 232(2) (c) of the Act.

This Statement may be treated as an Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. A copy of this Scheme, Explanatory Statement and Form of Proxy may be obtained free of charge on any working day (except Saturdays, Sundays and public holidays) prior to the date of the meeting, from the Registered Office / Corporate Office of Applicant Company.

Sd/-

Chairperson appointed for the meeting

Dated this 11[th] day of February, 2019

Registered Office: Welspun City, Village Versamedi, Taluka Anjar, District Kutch, Gujarat – 370110.

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Annexure 1

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Annexure 5

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Ref: NSE/LIST/18745

December 03, 2018

The Company Secretary Welspun Enterprises Limited Welspun City, Village Versamedi, Taluka Anjar, Kutch, Gujarat 370110

Kind Attn.: Ms. Priya Pakhare

Dear Madam,

Sub : Observation Letter for Scheme of Amalgamation between Anjar Road Private Limited with Welspun Enterprises limited

We are in receipt of the Scheme of Amalgamation between between Anjar Road Private Limited (“the transferor company”) with Welspun Enterprises Limited (“the transferee company”) and their respective shareholders and creditors vide application dated September 28, 2018.

Based on our letter reference no Ref: NSE/LIST/63060 submitted to SEBI and pursuant to SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 (‘Circular’), SEBI vide letter dated December 03, 2018, has given following comments:

a. The Company shall ensure that additional information, if any, submitted by the Company, after filing the Scheme with the Stock Exchange, and from the date of the receipt of this letter is displayed on the website of the listed company.
b. The Company shall duly comply with various provisions of the Circular.
c. The Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the observations to the notice of NCLT.
d. It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/observations/ representations.

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

Based on the draft scheme and other documents submitted by the Company, including undertaking given This Document is Digitally Signed - in terms of Regulation 11 of SEBI (LODR) Regulation, 2015, we hereby convey our “No objection” in terms of Regulation 94 of SEBI (LODR) Regulation, 2015, so as to enable the Company to file the draft Signer: Rajendra P Bhosale Date: Mon, Dec 3, 2018 19:45:43 IST scheme with NCLT. Location: NSE

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

The validity of this “Observation Letter” shall be six months from December 03, 2018, within which the scheme shall be submitted to NCLT.

Yours faithfully,

For National Stock Exchange of India Limited

Rajendra Bhosale Manager

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

This Document is Digitally Signed

Signer: Rajendra P Bhosale Date: Mon, Dec 3, 2018 19:45:43 IST Location: NSE

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WELSPUN ENTERPRISES INFRASTRUCTURE AND ENERGY

WELSPUN ENTERPRISES LIMITED

CIN: L45201GJ1994PLC023920

Website: www.welspunenterprises.com; Email: [email protected]

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH COMPANY SCHEME APPLICATION NO 17 OF 2019

In the matter of Companies Act, 2013;

And

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

And

In the matter of Scheme of Amalgamation of Anjar Road Private Limited with Welspun Enterprises Limited and their respective shareholders and creditors

FORM OF PROXY

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

Name of the Member(s) Registered Address No. of Shares Held Folio No. /DP ID & Client ID* Joint Holder(s) E-mail Id

*Applicable in case shares are held in electronic form.

I / We being the member(s) of _____ equity shares of the above named Company, hereby appoint:

1) Name_________________

Address_________________

Email id______ Signature :_____or failing him / her;

2) Name______________ Address_____________ Email id______ Signature :_____or failing him / her; 3) Name______________ Address_____________

Email id______ Signature :_______

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as my / our proxy, to act for me/us at the meeting of the Equity Shareholders of the Applicant Company to be held at Welspun City, Village Versamedi, Taluka Anjar, District Kutch, Gujarat – 370110 on Tuesday, March 19, 2019 at 10:00 a.m. for the purpose of considering and, if thought fit, approving, with or without modification(s), the amalgamation embodied in the Scheme of Amalgamation of Anjar Road Private Limited with Welspun Enterprises Limited and their respective shareholders and creditors (the “Scheme”) and at such meeting and at any adjournment or adjournments thereof, to vote, for me/us and in my/our name(s) _______ here, if ‘for’, insert ‘FOR’ , if ‘against’, insert ‘AGAINST’ , and in the later case, strike out the words below after ‘the Scheme’) the said amalgamation embodied in the Scheme, either with or without modification(s), as my/our proxy may approve. (Strike out whatever is not applicable)

Sr. No.	Particulars	Against
1	Approval of Scheme of Amalgamation of Anjar Road Private Limited (“ARPL” or “Transferor Company”) with Welspun Enterprises Limited (“WEL” or “Transferee Company”) and their respective shareholders and creditors.
Signed this __ day of __, 2019 Signature of Shareholder (s) ___ Signature of Proxy holder (s) _______
		Affx Revenue Stamp of Re. 1

(Signature across the stamp)

NOTES:

A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and such proxy need not be a member of the Company.
The Form of Proxy must be deposited at the registered office of the Company at Welspun City, Village Versamedi, Taluka Anjar, Dist. Kutch, Gujarat - 370110 not less than 48 (Forty Eight) hours prior to the commencement of the aforesaid meeting.
A person can act as proxy on behalf of shareholders not exceeding fifty (50) and/or holding in aggregate not more than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by shareholder(s) holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as proxy for any other person or shareholder.
All alterations made in the Form of Proxy should be initialed.
In case multiple proxies are received not less than 48 (Forty Eight) hours before the time of holding the aforesaid meeting, the proxy received later in time shall be accepted.
Also, a person who is a minor cannot be appointed as proxy.

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Route Map for the Venue of the Meeting

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Route Map-Airport to Welspun

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Route Map-Anjar Station to Welspun

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Route Map-Gandhidham Station to Welspun

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WELSPUN ENTERPRISES LIMITED

CIN: L45201GJ1994PLC023920

Regd. Office: Welspun City, Village Versamedi, Taluka Anjar, District Kutch, Gujarat-370 110. Tel: + 91 2836 662222 Fax: + 91 2836 279010

Corporate Office: Welspun House, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai-400 013. Tel: + 91 22 6613 6000 Fax: + 91 22 2490 8020

Website: www.welspunenterprises.com Email: [email protected]

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

In the matter of Scheme of Amalgamation of Anjar Road Private Limited with Welspun Enterprises Limited and their respective shareholders and creditors

ATTENDANCE SLIP

Name and Registered address of sole / : first named member (in block letters)

Name(s) of Joint holder(s) if any : (in block letters)

Registered Folio No./ (DP ID No./ : Client ID No.) Applicable to members holding Shares in dematerialized form

Number of shares held :

I hereby record my presence at the meeting of the equity shareholders of the Applicant Company, convened pursuant to an Order dated January 31, 2019 passed by the Hon’ble National Company Law Tribunal, Ahmedabad bench, convened and held at the registered office of the Applicant Company at Welspun City, Village Versamedi, Taluka Anjar, District Kutch, Gujarat – 370 110 on Tuesday, March 19, 2019 at 10:00 a.m.

Signature of the Member / Proxy present

Note: Members are requested to fill up the Attendance Slip and hand it over at the venue of the meeting.

- - - - Tear here - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

The electronic voting particulars are set out below:

EVEN (E-voting Event Number)	User ID	Password / PIN
110423

The remote e-voting period commences on Saturday, March 16, 2019 (9:00 am) and ends on Monday, March 18, 2019 (5:00 pm). The e-Voting module shall be disabled by NSDL for voting thereafter.

AI assistant

Welspun Enterprises Limited Proxy Solicitation & Information Statement 2019

61845_rns_2019-02-18_c9f3b00c-18d9-4c1c-8af5-db1ebab23a36.pdf

WEL /SEC/2019

MEETING OF THE EQUITY SHAREHOLDERS OF WELSPUN ENTERPRISES LIMITED CONVENED AS PER THE DIRECTIONS OF THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF THE APPLICANT COMPANY

To,

Chairperson appointed for the meeting

Notes:

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

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

Details on Step 1 is mentioned below:

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

Details on Step 2 is given below:

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

General Guidelines for shareholders

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH COMPANY SCHEME APPLICATION NO 17 OF 2019

And

6. BACKGROUND OF THE COMPANIES INVOLVED IN THE SCHEME IS AS UNDER:

Anjar Road Private Limited (“ARPL” or “Transferor Company”)

7. BACKGROUND OF THE SCHEME

8. RATIONALE OF THE SCHEME

9. SALIENT FEATURES OF THE SCHEME

10. APPROVALS

11. CAPITAL STRUCTURE PRE AND POST AMALGAMATION

12. PRE AND POST AMALGAMATION SHAREHOLDING PATTERN

Out of these, 6,498,112 equity shares are held as Trustee of Welspun Group Master Trust

14. GENERAL

Kind Attn.: Ms. Priya Pakhare

Sub : Observation Letter for Scheme of Amalgamation between Anjar Road Private Limited with Welspun Enterprises limited

WELSPUN ENTERPRISES LIMITED

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH COMPANY SCHEME APPLICATION NO 17 OF 2019

FORM OF PROXY

NOTES:

WELSPUN ENTERPRISES LIMITED

ATTENDANCE SLIP

AI assistant

Welspun Enterprises Limited — Proxy Solicitation & Information Statement 2019

61845_rns_2019-02-18_c9f3b00c-18d9-4c1c-8af5-db1ebab23a36.pdf

WEL /SEC/2019

MEETING OF THE EQUITY SHAREHOLDERS OF WELSPUN ENTERPRISES LIMITED CONVENED AS PER THE DIRECTIONS OF THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF THE APPLICANT COMPANY

To,

Chairperson appointed for the meeting

Notes:

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

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

Details on Step 1 is mentioned below:

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

Details on Step 2 is given below:

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

General Guidelines for shareholders

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH COMPANY SCHEME APPLICATION NO 17 OF 2019

And

6. BACKGROUND OF THE COMPANIES INVOLVED IN THE SCHEME IS AS UNDER:

Anjar Road Private Limited (“ARPL” or “Transferor Company”)

7. BACKGROUND OF THE SCHEME

8. RATIONALE OF THE SCHEME

9. SALIENT FEATURES OF THE SCHEME

10. APPROVALS

11. CAPITAL STRUCTURE PRE AND POST AMALGAMATION

12. PRE AND POST AMALGAMATION SHAREHOLDING PATTERN

Out of these, 6,498,112 equity shares are held as Trustee of Welspun Group Master Trust

14. GENERAL

Kind Attn.: Ms. Priya Pakhare

Sub : Observation Letter for Scheme of Amalgamation between Anjar Road Private Limited with Welspun Enterprises limited

WELSPUN ENTERPRISES LIMITED

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH COMPANY SCHEME APPLICATION NO 17 OF 2019

FORM OF PROXY

NOTES:

WELSPUN ENTERPRISES LIMITED

ATTENDANCE SLIP

More from Welspun Enterprises Limited

Welspun Enterprises Limited Proxy Solicitation & Information Statement 2019