PARVATI SWEETNERS AND POWER LIMITED · Salient Features of the Scheme of Amalgamation 42-44 7....

PARVATI SWEETNERS AND POWER LIMITED

(A Public Company Incorporated on 13th December, 2011 under the Companies Act, 1956)

INFORMATION MEMORANDUM

Registered Office: 19/1, Naroli Arcade, First Floor, Manorama Ganj, Near Palasia Square, Indore, Madhya Pradesh, 452010

Corporate Office: 201, 2nd floor, A- Wing, Sarvodaya Co-op Hsg, Building No.11, Khernagar, Bandra (East), Mumbai-400 051. Phone : 91-22-26471638, Telefax : 91-22-26471632

Tel: 0731-2495505, E-mail: [email protected], Website: www.parvatisweetners.com CIN: U15421MP2011PLC027287

Contact Person: Mr. Burhanuddin Maksiwala, Company Secretary & Compliance Officer Address: 611, Noorani Nagar, Dhar Road, Indore (MP) Tel: +91-9039394053, Email: [email protected]

The Company was incorporated on the 13th day of December, 2011 as “Parvati Sweetners and Power Private Limited”. The name of the Company has been changed from Parvati Sweetners and Power Private Limited to "Parvati Sweetners and Power Limited” vide fresh certificate of incorporation dated 24th January, 2012.

INFORMATION MEMORANDUM FOR LISTING OF 7,08,53,917 EQUITY SHARES OF RS. 5/- EACH FULLY PAID-UP

NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THIS INFORMATION MEMORANDUM

GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk and investors should not invest in the equity shares of Parvati Sweetners and Power Limited unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors on page no. 7 carefully before taking an investment decision in the shares of Parvati Sweetners and Power Limited. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved.

ABSOLUTE RESPONSIBILITY OF PARVATI SWEETNERS AND POWER LIMITED Parvati Sweetners and Power Limited having made all reasonable enquiries, accepts responsibility for and confirms that this Information Memorandum contains all information with regard to Parvati Sweetners and Power Limited, which is material in the context of the issue of shares pursuant to the scheme, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING The Equity Shares of the Company are proposed to be listed on the BSE Limited (BSE). The Company has submitted this Information Memorandum with BSE. The Information Memorandum would be made available in the website of BSE (www.bseindia.com) and the Transferee Company (www.parvatisweetners.com).

REGISTRAR & SHARE TRANSFER AGENT

M/s. Link Intime India Private Limited, Address- C-101, 247 Park, L.B.S. Marg, Vikhroli (West) Mumbai – 400 083 Tel No: 022- 49186000 E-mail ID: [email protected] Website: www.linkintime.co.in

mailto:[email protected],

http://www.parvatisweetners.com

mailto:[email protected]

http://www.bseindia.com)

http://www.parvatisweetners.com).


http://www.linkintime.co.in

Parvati Sweetners and Power Limited Information Memorandum

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TABLE OF CONTENTS

Sr. No. Particulars

Page No.

1. Definitions, Abbreviations and Industry Related Terms 2-7 2. Risk Factors and Management Perceptions thereof 7-10 3. Industry and Business Overview 10-14 4. Capital Structure – Share Capital 14-40 5. Objects and Rationale of Scheme 40-41 6. Salient Features of the Scheme of Amalgamation 42-44 7. Statement of possible Tax Benefits 44-46 8. Company History & Management 47-49 9. Management 49-54

10. Promoter and Group Companies 54-58 11. Dividend History 59 12. Details & Financial Highlights of Company 59-78 13. Management Discussion and Analysis 79-84 14. Outstanding Litigations, Defaults and Material Developments 84-85 15. Government Approvals 85 16. Articles of Association 85-105 17. Documents for Inspection 106 18. Declaration 106


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1. DEFINITIONS & ABBREVIATIONS AND INDUSTRY RELATED TERMS

Terms Description AGM Annual General Meeting Articles/Articles of Association Articles of Association of Parvati Sweetners and Power Limited

AS Accounting Standards, as issued by the Institute of Chartered Accountants of India

Auditor(s) Refers to M/s. P.K. Shishodiya & Co. unless otherwise specified.

Board / Board of Directors Board of Directors of the Company

BSE BSE Limited Capital or Share Capital Share Capital of the Company

CDSL Central Depository Services (India) Limited CIN Corporate Identification Number Chairman Mr. Mehmood Khan Depositories Act The Depositories Act, 1996 and amendments thereto

Depository A Depository registered with SEBI under the SEBI (Depositories & Participants) Regulations, 1996 as amended from time to time.

DIL/ Dollex/ Transferor Company Dollex Industries Limited

Directors Directors on the Board of Parvati Sweetners and Power Limited DIN Director Identification Number DP Depository Participant EGM Extra-Ordinary General Meeting EPS Earnings Per Share Equity Share(s) or Share(s) The Equity Share of the Company having a face value of Re.5/- each

fully paid unless otherwise specified in the context thereof Equity Shareholder Holder of Equity Shares of the Company FDI Foreign Direct Investment FEMA Foreign Exchange Management Act, 1999 FERA Foreign Exchange Regulation Act, 1973 FI Financial Institutions FII(s) Foreign Institutional Investors registered with SEBI under applicable

laws

Financial Year/Fiscal/FY Period of twelve months ended March 31 of that particular year, unless otherwise stated

GOI Government of India

High Court Hon’ble High Court of Judicature at Bombay and Madhya Pradesh High Court of Indore Bench

HUF Hindu Undivided Family Industrial Policy The industrial policy and guidelines issued thereunder by the

Ministry of Industry, Government of India, from time to time


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IPO Initial Public Offer Investor(s) Shall mean the holder(s) of Equity Shares of the Company as on the

Record Date. Indian GAAP Generally accepted accounting principles in India Information Memorandum/IM This document as filed with the Stock Exchanges IT Act /Income Tax The Income Tax Act, 1961 and amendments thereto ITAT Income Tax Appellate Tribunal MCA Ministry of Corporate Affairs Memorandum/Memorandum of Association

Memorandum of Association of the Company

Mn Million NAV Net Asset Value NCLT National Company Law Tribunal NR Non Resident NRI(s) Non Resident Indian(s) NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited OCB Overseas Corporate Body Promoter(s)/ Promoter Group 1. Mr. Khusro Nisar

2. Mrs. Munni Bee Khan 3. Mr. Mehmood Khan 4. Mr. Yusuf Khan 5. Mrs. Farzana Khusro 6. Mr. Anupam Chouksey 7. Mrs. Poonam Chouksey 8. Mr. Jay Narayan Chouksey 9. M/s. Yamini Vyapaar Private Limited 10. M/s. Marium Leasing and Investment Private Limited 11. M/s. Kalchuri Contractors Limited 12. M/s. Ananjay Construction and Contracts Private Limited

PAN Permanent Account Number P/E Ratio Price Earnings Ratio PSPL/Company/ Transferee Company

Parvati Sweetners and Power Limited

RBI The Reserve Bank of India

Record Date Record Date is 9th February, 2018 announced by Dollex Indutsries Limited

Registered Office 19/1, Naroli Arcade, First Fllor, Manorama Ganj, Near Palasia Square, Indore, Madhya Pradesh, 452010

Registrar and Share Transfer Agent/ Registrars

M/s. Link Intime India Private Limited, Address- C-101, 247 Park, L.B.S. Marg, Vikhroli (West) Mumbai – 400 083 Tel No: 022- 49186000 E-mail ID: [email protected] Website: www.linkintime.co.in

ROC Registrar of Companies, State of Maharashtra, Mumbai and


http://www.linkintime.co.in


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Registrar of Companies, Madhya Pradesh Scheme or Scheme of Amalgamation

Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956 and Section 230 to 232 of the Companies Act, 2013 of Dollex Industries Limited into Parvati Sweetners and Power Limited and their respective Shareholders and Creditors, sanctioned for both Transferor Company and Transferee Company by Hon’ble NCLT, Mumbai and Hon’ble NCLT, Ahmedabad on 14th September, 2017 and 12th December, 2017 respectively. The Certified copy of NCLT, Mumbai and NCLT, Ahmedabad Order received by the company on 5th October, 2017 and 12th January, 2018 respectively. The Scheme of Amalgamation became effective from 19th January, 2018 which was filed with the Registrar of Companies, Madhya Pradesh on 19th January, 2018 after obtaining all statutory approvals as envisaged in the Scheme.

SCRA Securities Contract (Regulation) Act, 1956, as amended SCRR Securities Contract Regulation (Rules), 1957 and amendments

thereto SEBI Securities and Exchange Board of India SEBI Act, 1992 Securities and Exchange Board of India Act, 1992 and amendments

thereto SEBI (ICDR) Regulations Securities of Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations 2009 as amended. SEBI (LODR) Regulations Securities of Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015. SIA Secretariat of Industrial Assistance SICA Sick Industrial Companies (Special Provisions) Act, 1985 Stock Exchange(s) Shall refer to the BSE where the Equity Shares of the Transferor

Company are presently listed Takeover Code Securities and Exchange Board of India (Substantial Acquisition of

Shares and Takeover) Regulations, 1997 and amendments thereto Undertaking a. all the assets and properties of the Transferor Company as

on the Appointed Date i.e. all the undertakings, the entire business, all the properties (whether movable or immovable - freehold or leasehold, tangible or intangible), plant and machinery, buildings and structures, offices, residential and other premises, capital work in progress, furniture, fixture, office equipment, appliances, accessories, power lines, deposits, stocks, assets, investments of all kinds and in all forms,cash balances with banks, loans, advances, contingent rights or benefits, receivables, benefit of any deposits, financial assets, leases, hire purchase contracts and assets, lending contracts, benefit of any security arrangements, reversions, powers, authorities, allotments, approvals, permissions, permits, quotas, rights, entitlements, guarantees, authorizations, approvals, agreements, contracts, leases, licenses, registrations, tenancies, benefits of assets or properties or other interest held in trust, benefits of all taxes including but


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not limited to Minimum Alternate Tax ("MAT") paid under Section 115JA/115JB of the Income Tax Act, 1961("IT Act"), advance taxes and tax deducted at source, right to carry forward and set off unabsorbed losses and depreciation, MAT credit under the provisions of the IT Act, right to claim deductions under Section 80-IA of the IT Act including its continuing benefits; engagements, arrangements of all kinds, exemptions, benefits, incentives, privileges and rights under State tariff regulations and under various laws; loan agreements, titles, interests, trade and service names and marks, patents, copyrights, and other intellectual property rights to use and avail of telephones, telexes, facsimile, email, interest, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of all agreements, all records, files, papers, computer programmes, manuals, data,catalogues, sales and advertising materials. lists and other details of present and former customers and suppliers, customer credit information, customer and supplier pricing information and other records, and all other interests of whatsoever nature belonging to or in the ownership, power, possession or the control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Transferor Company or which have accrued to the Transferor Company as on the Appointed Date, whether in Indiaor abroad, of whatsoever nature and where-ever situated (hereinafter referred to as the "Assets");

b. all the debts, liabilities, duties and obligations of the Transferor Company as on the Appointed Date (hereinafter referred to as the "Liabilities");

c. without prejudice to the generality of sub-clause(a) above, the Undertaking of the Transferor Company shall include all the movable and immovable properties, assets, including lease-hold rights, tenancy rights, industrial and other licenses, permits, authorisations, quota rights, trade marks, patents and other industrial and intellectual properties, import quotas, telephones, telex, facsimile and other communication facilities and equipments, rights and benefits of all agreements, guarantees including guarantees given by the State Government(s), deeds, bonds, insurance policies and all other interests, rights and powers of every kind, nature and description whatsoever, privileges, liberties, easements, advantages, benefits and approvals of whatsoever nature and wherever situate, belonging to or in the ownership, power or possession or control of the Transferor Company;

d. all earnest monies and/or security deposits paid by the Transferor Company.


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Wealth Tax Act The Wealth Tax Act, 1957 and amendments thereto

CURRECNY OF PRESENTATION In this Information Memorandum, all references to “Rs.” or “INR” refer to Rupees, the lawful currency of India; reference to one gender also refers to another gender and the words “Lakh” or “Lac” means “One hundred thousand” and the word “million” means “Ten Lakhs” and the word “Crore” means “10 million”. Any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off.

CERTAIN CONVENTIONS; USE OF MARKET DATA Unless stated otherwise, the financial data in this Information Memorandum is derived from our restated financial statements. The Fiscal year commences on April 1 and ends on 31st March of each year and unless otherwise stated, references to a particular fiscal year are to the twelve month period ended March 31 of that year. In this Information Memorandum, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. All references to “India” contained in this Information Memorandum are to the Republic of India. All references to “Rupees” or “Rs.” are to Indian Rupees, the official currency of the Republic of India. For additional definitions, please see the section titled “Definitions, Abbreviations and Industry Related Terms” of this Information Memorandum. Unless stated otherwise, Industry data used throughout this Information Memorandum has been obtained from published data and industry publications. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable, but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although we believe that industry data used in this Information Memorandum is reliable, it has not been independently verified. The information included in this Information Memorandum about various other Companies is based on their respective Annual Reports and information made available by the respective companies. FORWARD-LOOKING STATEMENTS This Information Memorandum may contain words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are “forward looking statements”. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. Actual results may differ materially from those suggested by the forward looking statements due to risks or uncertainties associated with our expectations with respect to, but not limited to:

General economic and business conditions in India and other countries; Regulatory changes and our ability to respond to them; Our ability to successfully implement our strategy, growth and expansion plans; Technological changes; Our exposure to market risks, general economic and political conditions in India, which

have an impact on our business activities or investments; The monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in

interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally;

Changes in domestic and foreign laws, regulations and taxes and changes in competition in our industry.

For further discussion of factors that could cause our actual results to differ, please see the section titled “Risk Factors” of this Information Memorandum. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated.


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We do not have any obligation to, and do not intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not materialize.

2. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF

This is only a summary. Investors should read the following summary with the risk factors mentioned and more detailed information about us and our financial statements included elsewhere in this information memorandum. Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financials or other implications on any of the risk described in this section. The numbering of the risk factors has been done to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk over another. An investment in equity shares involves a high degree of risk. Investors should carefully consider all of the information in this Information Memorandum, including the risks and uncertainties described below, before making an investment in our Equity Shares. Occurrence of any of the following risks as well as the other risks and uncertainties discussed in this Information Memorandum could have a material adverse effect on our business, financial condition and results of operations and could cause the trading price of our Equity Shares to decline, which could result in the loss to the investor. INTERNAL RISK FACTORS & RISKS RELATED TO BUSINESS: 1. Availability of finance

Availability of credit or financing is a major factor which can have a direct bearing on the performance of the Company. Tightening of credit norms by the financers due to economic conditions can have an adverse effect on the performance of the Company.

2. Our Company depends on its senior management team and the loss of team members may adversely

affect its business. Our Company maintains conducive work environment and provides adequate motivation to perform. However senior management team members or key personnel may choose to leave the organisation in which case operations of our Company may be affected. However in such eventuality we will promptly fill the vacancy through either fresh recruitment or internal promotion.

3. Changes in technology may render our current technologies obsolete or require us to make

substantial capital investments The industry in which we operate is subject to significant changes in technology. To maintain the competitiveness of our business, we need to keep pace with technological developments and changing standards. If we are unable to adequately respond to the technological changes and the technologies currently employed by us become obsolete, our business, financial condition and results of operations may be materially and adversely affected. In addition, the cost of implementing new technologies and upgrading our plants to keep pace with technological developments may be significant and may adversely affect our results of operations.

4. Our business may be affected by certain disruptions.

Industrial disruptions, work stoppages, labour disputes, refurbishments, installation of new plants etc. can result in production losses, which may adversely affect our profitability. Production may fall below historic or estimated levels as a result of these causes.


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5. Failure to keep abreast with the latest trends in technology may adversely affect our cost competitiveness and may affect our financial condition adversely. Our Company cannot assure that it would successfully implement new technology effectively or adapt to emerging industry standards. If our Company is unable to upgrade itself due to technical, financial, legal and/or other reasons to adapt in timely manner to the changing market conditions, its business, financial performance could be adversely affected.

6. If we are unable to implement our growth strategies in a timely manner, our business and results of

operations could be adversely affected. The success of our business will depend greatly on our ability to effectively implement our business and growth strategy. Our growth strategy may place significant demands on our management and other resources. Our growth strategies involve risks and difficulties, many of which are beyond our control and accordingly there can be no assurance that we will be able to complete our plans on schedule or without incurring additional expenditures or at all. There can be no assurance that we will be able to execute our strategy on time and within the estimated budget in the future. If we are unable to implement our business and growth strategy, this may have an adverse effect on our business, financial condition and results of operations.

7. We may not be sufficiently protected or insured against losses that we may incur or claims that we

may face against us. Although we attempt to limit and mitigate our liability for damages arising from negligent acts, errors or omissions through contractual provisions and/or insurance policies, the limitations of liability set forth in our contracts and/or our insurance policies may not be enforceable in all instances or may not protect us from liability for damages. A successful assertion of one or more large claims against us could adversely affect the results of our operations. We have not insured ourselves against exposure to certain risks and events such as workmen’s compensation, loss of profit, etc. which may lead to financial liability/adverse consequences for us. Further, even where we have availed of insurance cover, we may not be able to successfully assert our claims for any liability or loss under the said insurance policies.

External Risk Factors: 8. Competition in the Industry

The Company operates in a competitive scenario comprising of Indian and multinational players resulting in a stiff competition from these players.

9. Political instability or changes in the Government may delay the liberalization of the Indian economy

and adversely affect economic conditions in India generally, which may impact our business, financial results and results of operations

10. Legal and Compliance Risk

We are subject to extensive regulation by SEBI, Stock Exchanges, RBI and other market regulators in India. Govt. of India New laws/rules and changes in any law and application of current laws/rules could affect the manner of operations and profitability.

11. Terrorist attacks and other acts of violence

Terrorist attacks and other acts of violence or war, including those involving India, the United States, the United Kingdom or other countries may adversely affect Indian and worldwide financial markets. These acts may result in loss of business confidence and have other consequences that could adversely affect our business, results of operations and financial condition. Increased volatility in the financial markets can have an adverse impact on the economies of India and other countries, including economic


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recession. 12. Natural calamities could have a negative impact on the Indian economy and cause our business to

suffer. India has experienced natural calamities such as earthquakes, Tsunami, floods and droughts in the past few years. The extent and severity of these natural disasters determine their impact on the Indian economy. Unforeseen circumstances, such as prolonged spells of below normal rainfall and other natural calamities, could have a negative impact on the Indian economy, especially on the rural areas, which could adversely affect our business, financial condition, results of operation and the price of our Equity Shares.

13. After this listing, the prices of the Company’s equity shares may be volatile, or an active trading market for the Company’s equity shares may not develop. There has been no public market for the Company’s equity shares till now and the prices of the Company’s equity shares may fluctuate after this listing. There can be no assurance that an active trading market for the equity shares will develop or be sustained after this listing. The Company’s share price could be volatile. Further, the price at which the Equity Shares are initially traded may not correspond to the prices at which the Equity Shares will trade in the market subsequent to the listing of Equity Shares.

14. Any future issuance of Equity Shares may dilute prospective investors’ shareholding and sales of our Equity Shares by major shareholders may adversely affect the trading price of the Equity Shares. Any future equity issuances by us may lead to the dilution of investors’ shareholdings in our Company. Any future equity issuances by us or sales of our Equity Shares by major shareholders may adversely affect the trading price of the Equity Shares. In addition, any perception by investors that such issuances or sales might occur could also affect the trading price of our Equity Shares.

15. Conditions in the Indian securities market may affect the price or liquidity of the Equity Shares. The Indian securities markets are smaller than securities market in more developed economies. Indian Stock exchanges in the past experienced substantial fluctuations in the price of listed securities. These exchanges have also experienced problems that have affected the market price and liquidity of the securities of Indian companies, such as temporary exchange closures, broker defaults, settlement delays and strikes by brokers. In addition, the governing bodies of the Indian stock exchange have from time to time restricted securities from trading, limited price movements and restricted margin requirements. Further, disputes have occurred on occasions between listed companies and the Indian Stock Exchanges and other regulatory bodies that, in some cases, have had a negative effect on market sentiment. If similar problems occur in the future, the market price and liquidity of the Equity Shares could be adversely affected.

16. There may be restrictions on daily movement in the price of the Equity Shares, which may adversely affect a Shareholder’s ability to sell, or the price at which it can sell, Equity Shares at a particular point in time. Upon listing and trading of the Equity Shares, we may be subject to a daily circuit breaker imposed by all stock exchanges in India, which may not allow transactions beyond certain volatility in the price of the Equity Shares. These Circuit breakers are generally imposed by SEBI on Indian Stock Exchanges. The percentage limit on our circuit breaker may be set by the stock exchanges based on the historical volatility in the price and trading volume of the Equity Shares. The stock exchange may not inform us of the percentage limit of the circuit breaker from time to time and many change it without our knowledge. This circuit breaker effectively limits the upward and downward movements in the price of the Equity Shares. As a result of this circuit breaker, there can be no assurance regarding the ability of


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shareholders to sell the Equity Shares or the price at which shareholders may be able to sell their Equity Shares.

3. INDUSTRY AND BUSINESS OVERVIEW:

I. INTRODUCTION This is only a summary. Investors should read the following summary together with the Risk Factors mentioned and the more detailed information about us and our financial results included elsewhere in this Information Memorandum. The information presented in this section has been extracted from publicly available documents and industry publications. Industry Overview: Sugar is a sector of significant importance to the national economy. While consumption has been growing historically, the production has been cyclical. At present, the sugar industry is regulated across the value chain. Investments in by-products are at a nascent stage, and the sector has struggled to generate a return on invested capital in excess of its cost of capital in most years, primarily due to a high mandated fixed cane price and a volatile sugar price. Sugarcane is primarily grown in nine states of India: Andhra Pradesh, Bihar, Gujarat, Haryana, Karnataka, Maharashtra, Punjab, Uttar Pradesh and Tamil Nadu. More than 50 million farmers and their families are dependent on sugarcane for their livelihood. The sugar industry caters to an estimated 12 percent of rural population in these nine states through direct and indirect employment. Effectively, each farmer contributes to the production of 2.9 MT of sugar every year In addition to farmers, an estimated 0.5 million workers are directly employed as agricultural labour involved in cultivation and harvesting. The sugar industry also supports diversified ancillary activities and skills that support the local economy. The dependent population creates substantial demand for local goods and services. In addition to the sugar industry's contribution to the rural economy, it has significant social and economic impact for the nation as well. The sugar industry is a green industry and is largely self sufficient in energy needs through utilisation of bagasse for generating electricity and steam. In fact, the sugar industry generates surplus exportable energy through cogeneration and contributes in reducing the energy deficit that India is currently facing. The sugar industry is also the primary source of raw material for the alcohol industry in India. The annual economic contribution of the sugar industry to the exchequer through principal indirect taxes amounts to more than INR 2800 crores. Business Review: PARVATI SWEETNERS AND POWER LIMITED is leading manufacturer of Sugar, and it’s by products. The company has its registered office in Indore, Madhya Pradesh. The company has a Sugar plant of 2500TCD installed capacity, and it’s by products manufacturing plant in Village Sankhini, Tehsil Bitarwar , Dist : Gwalior DOLLEX INDUSTIRES LIMITED is leading manufacturer of Sugar, Extra Neutral Alcohol (ENA), Ethanol and it’s by products. The company has its registered office in Mumbai, Maharashtra. The company has an Extra Neutral Alcohol (ENA), Ethanol and it’s by products manufacturing plant in Gulbarga, Karnataka. Company has also taken a Sugar manufacturing plant on lease from the Government of Maharashtra for the period of 6 years. The plant is located in Nanded, Maharashtra and has a total capacity of 2500 TCD. In addition to catering to alcoholic beverage industry, Dollex have venture into available avenues in bio-fuels and petroleum sector. We have upgraded our plant to produce high quality Fuel-Ethanol.


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PARVATI SWEETNERS AND POWER LIMITED (A Public Company Incorporated on 13th December, 2011 under the Companies Act, 1956)

Registered Office: 19/1, Naroli Arcade, First Floor, Manorama Ganj, Near Palasia Square, Indore,

Madhya Pradesh, 452010 Corporate Office: 201, 2nd floor, A- Wing ,Sarvodaya Co op Hsg, Building No.11, Khernagar,

Bandra (East), Mumbai-400 051. PHONE : 91-22-26471638, TELEFAX : 91-22-26471632

Tel: 0731-2495505, E-mail: [email protected], Website: www.parvatisweetners.com CIN: U15421MP2011PLC027287

The Company was incorporated on the 13th day of December, 2011 as “Parvati Sweetners and Power Private Limited”. The name of the Company has been changed from Parvati Sweetners and Power Private Limited to "Parvati Sweetners and Power Limited” vide fresh certificate of incorporation dated 24th January, 2012. Board of Directors as on the date of filing of the Information Memorandum

Sr. No. Name Designation 1 Mr. Mehmood Khan

DIN: 00069224 Chairman cum Executive Director

2 Mr. Anis Khan DIN: 02308572

Additional Director

3 Mrs. Ruchi Sogani DIN: 02805170

Independent Director

4 Mr. Radhakrishna Deshraju DIN: 02786533

Additional cum Independent Director

5 Vijay Singh Bharakatiya DIN: 00017285


6 Mr. Anupam Chouksey DIN: 02110273

Non-Executive Director

7 Mrs. Poonam Chouksey DIN: 02110270


8 Mr. Ashok Kumar Rai DIN: 06954192


For further details of the Board of the Company, please refer to page No 49 of this Information Memorandum. Authority for listing: The Hon’ble NCLT, Mumbai vide its order dated 14th September, 2017 and Hon’ble NCLT, Ahmedabad vide its order dated 12th December, 2017 has approved the Scheme of Amalgamation of Dollex Industries Limited (the Transferor Company) with Parvati Sweetners and Power Limited (the Transferee Company) and their respective shareholders & creditors. In accordance with the Scheme, the entire Undertaking of Dollex Industries Limited shall stand transferred to and vested with the Company w.e.f. April 01, 2015 (the appointed date under the Scheme) pursuant to Section 391 to 394 of the Companies Act, 1956 with Sections 100 to 103 of the Companies Act, 1956 And as per Section 230 to 232 of the Companies Act, 2013. In accordance with the said scheme, the Equity shares of the Company to be issued pursuant to the Scheme as well as existing shares of Transferee Company shall be listed and admitted to trading on BSE Limited (BSE). Such listing and admission for trading is not automatic and will be subject to fulfillment by the Company of listing criteria of BSE for such issues and also subject to such other terms and conditions as may be prescribed by BSE at the time of the application by the Company seeking listing. The Company has received

mailto:[email protected],



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exemption from the strict enforcement of the requirement of Rule 19(2) (b) of the SCRR for the purpose of listing of shares of the company from SEBI vide its letter No. SEBI/HO/CFD/DIL-2/OW/P/2018/1340/1 dated May 04, 2018.

Eligibility Criterion: There being no initial public offering or rights issue, the eligibility criteria in terms of Chapter III of SEBI Regulations does not become applicable. However, SEBI has vide its SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017, relaxed the applicability of provisions of Regulation 19(2) (b) of the Securities Contract (Regulations) Rules, 1957. The Company has submitted its Information Memorandum, containing information about itself, making disclosure in line with the disclosure requirement for public issues, as applicable to BSE for making the said Information Memorandum available to public through their websites viz. www.bseindia.com and www.parvatisweetners.com

The Company has published an advertisement in the news papers containing its details in line with the details required as in terms of SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017. The advertisement has been published in “Financial Express” in English all editions, “Naiduniya” in Hindi Indore edition & “Jansatta” in Hindi all editions on 18th May, 2018. Prohibition by SEBI The Company, its directors, its promoters, other companies promoted by the promoters and companies with which the Company’s directors are associated as directors have not been prohibited from accessing the capital markets under any order or direction passed by SEBI.

General Disclaimer from the PSPL The Company accepts no responsibility for statement made otherwise than in the Information Memorandum or in the advertisements to be published in terms of SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her own risk. All information shall be made available by the Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner.

Disclaimer – BSE The BSE has vide its letter no. DCS/AMAL/AM/24(f)/386/2015-16 dated May 12, 2016, approved the Scheme of Amalgamation filed by Dollex Industries Limited under clause 24(f) of the Listing Agreement and by virtue of that approval, the BSE’s name is included in this Information Memorandum as one of the Stock Exchanges on which the Company’s securities are proposed to be listed. As required, a copy of this Information Memorandum has been submitted to BSE. The BSE does not in any manner: Warrant, certify or endorse the correctness or completeness of any of the contents of this Information

Memorandum; or Warrant that this Company’s securities will be listed or will continue to be listed on the BSE; or Take any responsibility for the financial or other soundness of this Company; and

It should not for any reason be deemed or construed to mean that this Information Memorandum has been cleared or approved by the BSE. Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with

http://www.bseindia.com



13

such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever. Filing This Information Memorandum has been filed with BSE. Listing Applications will be made to BSE for permission to deal in and for an official quotation of the Equity Shares of the Company. The Company has nominated BSE as the Designated Stock Exchange for the aforesaid listing of the shares. The Company has taken steps for completion of necessary formalities for listing and commencement of trading at all the Stock Exchanges mentioned above. Demat Credit The Company has executed Tri-partite Agreements with the Depositories i.e. NSDL and CDSL for admitting its securities in demat form and have been allotted ISIN – INE295Z01015.

Expert Opinions Save as stated elsewhere in this Information Memorandum, the Company has not obtained any expert opinions.

Dispatch of share certificates Upon allotment of Shares to eligible shareholders on 12th February, 2018 pursuant to the Scheme, the Company dispatched share certificates on 23rd February, 2018 to those shareholders who were holding shares in Dollex Industries Limited in physical form, as on the Record Date i.e. 9th February, 2018. Previous rights and public issues The Company has not made any previous public or rights issue since incorporation. Commission and brokerage on previous issues Since the Company has not issued shares to the public in the past, no sum has been paid or is payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares since its inception. This is for the first time the Company is getting listed on the Stock Exchange. Companies under the Same Management There are no companies under the same management within the meaning of erstwhile Section 370 (1B) of the Companies Act, other than included in this Information Memorandum. Promise vis-à-vis performance Not Applicable, since this is the first time the Company is getting listed on the Stock Exchanges. Outstanding debentures or bonds and redeemable preference shares and other instruments There are no outstanding debentures or bonds and redeemable preference shares and other instruments issued by the Company. Stock Market Data for Equity shares of the Company Equity shares of the Company are not listed on any stock exchanges. The Company is seeking approval for listing of its shares through this Information Memorandum. Disposal of Investor Grievances


14

Link Intime India Private Limited is the Registrar and Transfer Agent of the Company to accept the documents/ requests/ complaints from the investors/ shareholders of the Company. Further, the Company has appointed Mr. Burhanuddin Maksiwala , Company Secretary as the Compliance Officer for addressing the Investor Grievance in coordination with Registrar and Transfer Agents and he may be contacted in case of any problems at the following address: Compliance Officer Name: Mr. Burhanuddin Maksiwala Address: 611, Noorani Nagar, Dhar Road, Indore (MP) Tel: +91-9039394053 E-mail: [email protected] Statutory Auditors: Name: M/s. P.K. Shishodiya & Co., Chartered Accountants Firm Regn. No. : M.No. 036015 Address: 206 - Airen Heights, Opp. C -21 Mall, A. B. Road, Indore - 452010 Tel: +91-731-2555022/2555922 E-mail: [email protected] Contact Person: Mr. Pravin Kumar Shishodiya Registrar & Share Transfer Agent Name: Link Intime India Private Limited Address: C-101, 247 Park, L.B.S. Marg, Vikhroli (West) Mumbai – 400 083, Tel: 022- 49186000 Email: [email protected] Bankers to the Company Name: Canara Bank Limited Address: Palasia Point, 19/1A, Manorama Ganj, Indore- 452001, Madhya Pradesh Tel: +91-731-2491533 Email: [email protected] Contact Person: Mr. Arvind Mudwel (Branch Manager)

4. CAPITAL STRUCTURE - SHARE CAPITAL

A. SHARE CAPITAL OF PSPL PRE-SCHEME OF AMALGAMATION PARTICULARS AMOUNT (RS.) Authorised Share Capital 4,00,00,000 Equity Shares of Rs. 5/- each 20,00,00,000 Total 20,00,00,000 Issued , Subscribed and Paid-up Share Capital 3,39,90,000 Equity Shares of Rs. 5/- each fully paid up 16,99,50,000 Total 16,99,50,000

B. SHARE CAPITAL OF PSPL POST--SCHEME OF AMALGAMATION PARTICULARS AMOUNT (RS.) Authorised Share Capital 8,00,00,000 Equity Shares of Rs. 5/- each 40,00,00,000






15

Total 40,00,00,000 Issued , Subscribed and Paid-up Share Capital 7,08,53,917 Equity Shares of Rs. 5/- each fully paid up 35,42,69,585 Total 35,42,69,585

Notes to Capital Structure: 1. The detailed changes in Authorized Share Capital of the Company since inception is on Pg. No. 47.

2. Prior to the Allotment of Equity Shares as per the Scheme, the issued, subscribed and paid up capital of

the Company was Rs. 16,99,50,000 divided into 3,39,90,000 Equity Shares of Rs. 5/- each.

3. As per Clause 8.1 of the Scheme, the Authorized Share Capital of Dollex Industries Limited is transferred to and combined with the Authorized Share Capital of PSPL. Hence, the Authorized Share Capital of PSPL shall be Rs. 40,00,00,000/- consisting of 8,00,00,000 Equity Shares of Rs.5/- (Rupees Five) each.

4. As per Clause 9.1 of the Scheme, the Company has, on 12th February, 2018, issued and allotted 3,68,63,917 Equity Shares of the face value of Rs. 5/- each to the members of Dollex Industries Limited in the ratio of 1 : 0.97 (i.e. 1 Equity Share of Rs. 5/- each credited as fully paid up in PSPL for every 0.97 Equity Share of Rs. 5/- each fully paid held by them in DIL) whose name appears in the Register of Member of DIL on the Record Date i.e. as on 9th February, 2018.


16

A. Shareholding Pattern of the Transferee Company at incorporation prior to allotment of shares pursuant to Scheme of Amalgmation (Pre Allotment). Holding of specified securities 1. Name of Listed Entity: Paravati Sweetners and Power Limited (The Company is proposed to be listed) 2. Scrip Code/Name of Scrip/Class of Security: N.A./ N.A./ Equity Shares 3. Share Holding Pattern Filed under: Reg. 31(1)(a)/Reg. 31(1)(b)/Reg.31(1)(c)

a. If under 31(1)(b) then indicate the report for Quarter ending: b. If under 31(1)(c) then indicate date of allotment/extinguishment: ---12th February, 2018

4. Declaration: The Listed entity is required to submit the following declaration to the extent of submission of information:-

Particulars Yes* No*

1 Whether the Listed Entity has issued any partly paid up shares? --- No

2 Whether the Listed Entity has issued any Convertible Securities or Warrants? --- No

3 Whether the Listed Entity has any shares against which depository receipts are issued? --- No

4 Whether the Listed Entity has any shares in locked-in? --- No

5 Whether any shares held by promoters are pledge or otherwise encumbered? --- No

* If the Listed Entity selects the option ‘No’ for the questions above, the columns for the partly paid up shares, Outstanding Convertible Securities/Warrants, depository receipts, locked-in shares, No of shares pledged or otherwise encumbered by promoters, as applicable, shall not be displayed at the time of dissemination on the Stock Exchange website. Also wherever there is ‘No’ declared by Listed Entity in above table the values will be considered as ‘Zero’ by default on submission of the format of holding of specified securities.

Table I - Summary Statement holding of specified securities


17

Categoy

(I)

Category of shareholder

(II)

Nos. of shareh olders

(III)

No. of fully paid up equity

shares

held

(IV)

No. of

Partly

paid-up

equity

shares

held

(V)

No. of

shares

underlying

Depository

Receipts

(VI)

Total nos.

shares held

(VII) =

(IV)+(V)+

(VI)

Shareholding as a % of total no. of shares

(calculated as per SCRR, 1957)

(VIII)

As a % of

(A+B+C2)

Number of Voting Rights held in each class of securities

(IX)

No. of

Shares

Underlying

Outstanding

convertible securities

(including

Warrants)

(X)

Shareholding , as a % assuming full conversion of convertible

securities ( as a percentage of

diluted share capital)

(XI)= (VII)+(X)

As a % of

(A+B+C2)

Number of

Locked in shares

(XII)

Number of

Shares pledged or otherwise

encumbered

(XIII)

Number of equity

shares held

in

dematerialized form

(XIV)

No of Voting Rights Total as a

% of

(A+B+

C)

No.

(a)

As a % of total

Shar es

held

(b)

No.(a) As a % of total shares held (b)

Clas s

eg:

X

Clas s

eg:

Y

Tot al

(A) Promoter &

Promoter

Group

12 33990000 - - 33990000 100.00 33990000 - 33990000 100.00

- 100.00 - - -

(B) Public - - - - - - - - - - - - - - -

(C) Non Promoter- Non Public

- - - - - - - - - - - - - - -

(C1) Shares underlying DRs

- - - - - - - - - - - - - - -

(C2) Shares held by

Employee

Trusts

- - - - - - - - - - - - - - -

Total 12 33990000 - - 33990000 100.00 33990000 - 33990000 100.00

- 100.00 - - -


18

Table II - Statement showing shareholding pattern of the Promoter and Promoter Group

Category & Name of the shareholders PAN

Nos. of shareholders

No. of fully paid up equity shares held

Partly paid-up equity shares held

No. of shares underlying Depository Receipts

Total nos. shares held

Shareholding % calculated as per SCRR, 1957 As a % of (A+B+C2)


No. of Shares Underlying Outstanding convertible securities (including Warrants)

Shareholding , as a % assuming full conversion of convertible securities ( as a percentage of diluted share capital)

Number of Locked in shares

Number of Shares pledged or otherwise encumbered

Number of equity shares held in dematerialised form

No of Voting Rights

Total as a % of (A+B+C)

No. (a)

As a % of total Shares held(b)

No. (a)


Class eg: X

Class eg: y Total

(I) (II) (III) (IV) (V) (VI)

(VII) = (IV)+(V)

+ (VI)

(VIII) As a % of

(A+B+C2) (IX) (X)

(XI)= (VII)+(X) As a % of (A+B+C2) (XII) (XIII) (XIV)

1 Indian

(a)

Individuals / Hindu Undivided Family 4 2174800 0 0 2174800 6.3983 2174800 0 2174800 6.3983 0 0 0 0 0 0 -

Mehmood Khan AFVPK8095D 1 1758800 0 0 1758800 5.174463 1758800 0 1758800

5.174463 0 0 0 0 0 0 -

Yusuf Khan AFVPK8096A 1 210000 0 0 210000 0.617829 210000 0 210000 0.61782

9 0 0 0 0 0 0 -


19

Anupam Chouksey

ADCPC1557H 1 103000 0 0 103000 0.30303 103000 0 103000 0.30303 0 0 0 0 0 0 -

Poonam Chouksey ACYPC2633B 1 103000 0 0 103000 0.30303 103000 0 103000 0.30303 0 0 0 0 0 0 -

(b)

Central Government / State Government(s) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(c)

Financial Institutions / Banks 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(d)

Any Other (Specify) 8

31815200 0 0

31815200 93.6016

31815200 0 31815200 93.6016 0 0 0 0 0 0 -

Persons Acting In Concert 4 7331200 0 0 7331200 21.5686 7331200 0 7331200 21.5686 0 0 0 0 0 0 -

Munni Bee Khan AECPB3714L 1 7011200 0 0 7011200 20.62724 7011200 0 7011200

20.62724 0 0 0 0 0 0 -

Jay Narayan Chouksey

ACYPC2632A 1 300000 0 0 300000 0.882613 300000 0 300000

0.882613 0 0 0 0 0 0 --

Farzana Khusro

AKGPK1530M 1 10000 0 0 10000 0.02942 10000 0 10000 0.02942 0 0 0 0 0 0 -

Khusro Nisar ACZPN2846C 1 10000 0 0 10000 0.02942 10000 0 10000 0.02942 0 0 0 0 0 0 -

Bodies Corporate 4

24484000 0 0

24484000 72.0389

24484000 0 24484000 72.0389 0 0 0 0 0 0 -

Kalchuri Contractors Ltd.

AADCK0016E 1

11514000 0 0

11514000 33.87467

11514000 0 11514000

33.87467 0 0 0 0 0 0 -

Yamini Vyapar Pvt. Ltd.

AAACY3076B 1 6960000 0 0 6960000 20.47661 6960000 0 6960000

20.47661 0 0 0 0 0 0 -

Ananjay Construction AAKCA6996J 1 6000000 0 0 6000000 17.65225 6000000 0 6000000

17.65225 0 0 0 0 0 0 -

Marium Leasing & Investment Pvt. Ltd.

AAECM1574C 1 10000 0 0 10000 0.02942 10000 0 10000 0.02942 0 0 0 0 0 0 -

Sub Total (A)(1) 12

33990000 0 0

33990000 100

39450114 0 33990000 100 0 0 0 0 0 0 -

2 Foreign

(a)

Individuals (Non-Resident 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0


20

Individuals / Foreign Individuals)

(b) Government 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (c) Institutions 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(d)

Foreign Portfolio Investor 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(e)

Any Other (Specify) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Sub Total (A)(2) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Total Shareholding Of Promoter And Promoter Group (A)= (A)(1)+(A)(2)

12 3399000

0 0 0 3399000

0 100 3399000

0 0 33990000 100 0 0 0 0 0 0 33990000

Details of Shares which remain unclaimed may be given hear along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc. Note:

(1) PAN would not be displayed on website of Stock Exchange(s). The term “Encumbrance” has the same meaning as assigned under regulation 28(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.


21

Table III - Statement showing shareholding pattern of the Public shareholder

Category & Name of the

Shareholders

(I)

PAN

(II)

Nos. of shareh older

(III)

No. of fully paid

up

equity share

s held

(IV)

Partly paid-up equity

shares

held

(V)

Nos. of shares

underlying

Depository

Receipts

(VI)

Total nos.

shares held

VII =

IV+V+VI

Sharehol ding %

calculate d as per

SCRR,

1957

As a % of (A+B+C2)

VIII

Number of Voting Rights held in each class of

securities

(IX)

No. of

Shares

Underlying

Outstanding convertible securities

(including

Warrants)

(X)

Total shareholdin g

, as a %

assuming

full

conversion

of

convertible

securities

(as a percentage

of diluted share

capital)

(XI)

Number of

Locked in shares

(XII)

Number of


encumbered

(XIII)

Number of equity

shares held

in

dematerializ ed form

(XIV)

No of Voting Rights

Total as a % of Total

Voting rights

No.

(a)

As a % of total

Shar es

held

(b)

No.

(No t ap pli ca

ble

)

(a)

As a % of total share

s held

(Not applic able)

(b)

Class X

Class Y

Tot al

(1) Institutions

(a) Mutual Funds/ - - - - - - - - - - - - - - - -

Name (Xyz) - - - - - - - - - - - - - - - -

(b) Venture Capital Funds - - - - - - - - - - - - - - - -

Name (Xyz) - - - - - - - - - - - - - - - -

(c) Alternate

Investment Funds

- - - - - - - - - - - - - - - -

Name (Xyz) - - - - - - - - - - - - - - - -


22

(d) Foreign Venture Capital Investors

- - - - - - - - - - - - - - - -

Name(Xyz) - - - - - - - - - - - - - - - -

(e) Foreign Portfolio Investors

- - - - - - - - - - - - - - - -

Name(Xyz) - - - - - - - - - - - - - - - -

(f) Financial

Institutions/ Banks

- - - - - - - - - - - - - - - -

Name(Xyz) - - - - - - - - - - - - - - - -

(g) Insurance Companies - - - - - - - - - - - - - - - -

Name(Xyz) - - - - - - - - - - - - - - - -

(h) Provident Funds/ Pension Funds

- - - - - - - - - - - - - - - -

Name(Xyz) - - - - - - - - - - - - - - - -

(i) Any Other (specify) - - - - - - - - - - - - - - - -

- - - - - - - - - - - - - - - -

Sub-Total (B)(1) - - - - - - - - - - - - - - - -

(2) Central

Government/

State

Government(s)/

President of India

- - - - - - - - - - - - - - - -


23

Name(Xyz) - - - - - - - - - - - - - - - -

Sub-Total (B)(2) - - - - - - - - - - - - - - - -

(3) Non-institutions - - - - - - - - - - - - - - - -

(a) Individuals - i. Individual shareholders holding nominal share capital up to Rs. 2 lakhs.

ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs.

- - - - - - - - - - - - - - - -

Name(Xyz) - - - - - - - - - - - - - - - -

(b) NBFCs registered with RBI

- - - - - - - - - - - - - - - -

Name(Xyz) - - - - - - - - - - - - - - - -

(c) Employee Trusts - - - - - - - - - - - - - - - -

Name(Xyz) - - - - - - - - - - - - - - - -

(d) Overseas

Depositories

(holding DRs)

(balancing figure)

- - - - - - - - - - - - - - - -

Name(Xyz) - - - - - - - - - - - - - - - -

(e) Any Other (specify) - - - - - - - - - - - - - - - -

Prawas Leasing & - - - - - - - - - - - - - - - -


24

Finance Private Limited

Sub-Total (B)(3) - - - - - - - - - - - - - - - -

Total Public

Shareholding

(B)=

(B)(1)+(B)(2)+(B)(

3)

- - - - - - - - - - - - - - - -

Details of the shareholders acting as persons in Concert including their Shareholding (No. and %):

Details of Shares which remain unclaimed may be given hear along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc.

Note:

(1) PAN would not be displayed on website of Stock Exchange(s). (2) The above format needs to be disclosed along with the name of following persons:

Institutions/Non Institutions holding more than 1% of total number of shares.

(3) W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information available and the balance to be disclosed as held by custodian,

Table IV - Statement showing shareholding pattern of the Non Promoter- Non Public shareholder


Shareholders

(I)

PAN

(II)

No. of

shareh older (III)

No. of fully paid up

equity share

s held


shares

held

(V)

Nos. of shares

underlying

Depository

Total no.

shares held

(VII =

IV+V+V

Sharehol ding %

calculate d as per

SCRR,

1957


(IX)

No. of

Shares

Underlying

Outstanding convertible

Total shareholdin g , as a % assuming

full

conversion

Number of

Locked in shares (XII)

Number of


encumbered

(XIII)

Number of equity

shares held

in



25

(IV) Receipts

(VI)

I)

As a % of

(A+B+C2)

(VIII)

No of Voting Rights Total as a %

of Total

Voting rights

securities

(including

Warrants)

(X)

of

convertible securities (

as a

percentage

of diluted share

capital)

(XI)

No. As a % of total

Shar es

held

No.

(No t ap pli ca

ble

)


s held

(Not applic able)

(XIV)

(Not

Applicable) Class

X Class

Y Tot al

(1) Custodian/DR Holder

- - - - - - - - - - - - - - NA -

(a) Name of DR

Holder (if available)

- - - - - - - - - - - - - - NA -

(i) abc,.,.. - - - - - - - - - - - - - - NA -

(ii) efg…. - - - - - - - - - - - - - - NA -

(2) Employee Benefit

Trust (under SEBI (Share based Employee

Benefit)

Regulations,

2014)

- - - - - - - - - - - - - - NA -

(a) Name (abc… - - - - - - - - - - - - - - NA -


26

Total NonPromoter- Non Public

Shareholding (C)=

(C)(1)+(C)(2)

- - - - - - - - - - - - - - NA -

Note

1. PAN would not be displayed on website of Stock Exchange(s). 2. The above format needs to disclose name of all holders holding more than 1% of total number of shares 3. W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information

available,

B. Shareholding Pattern of the Transferee Company post allotment of shares pursuant to Scheme of Amalgmation (Post Allotment).

Holding of specified securities 1. Name of Listed Entity: Paravati Sweetners and Power Limited (The Company is proposed to be listed) 2. Scrip Code/Name of Scrip/Class of Security: N.A./ N.A./ Equity Shares 3. Share Holding Pattern Filed under: Reg. 31(1)(a)/Reg. 31(1)(b)/Reg.31(1)(c)

c. If under 31(1)(b) then indicate the report for Quarter ending: d. If under 31(1)(c) then indicate date of allotment/extinguishment: ---12th February, 2018

4. Declaration: The Listed entity is required to submit the following declaration to the extent of submission of information:-

Particulars Yes* No*

1 Whether the Listed Entity has issued any partly paid up shares? --- No

2 Whether the Listed Entity has issued any Convertible Securities or Warrants? --- No

3 Whether the Listed Entity has any shares against which depository receipts are issued? --- No

4 Whether the Listed Entity has any shares in locked-in? Yes

5 Whether any shares held by promoters are pledge or otherwise encumbered? --- No

* If the Listed Entity selects the option ‘No’ for the questions above, the columns for the partly paid up shares, Outstanding Convertible Securities/Warrants, depository receipts, locked-in shares, No of shares pledged or otherwise encumbered by promoters, as applicable, shall not be displayed at the time of dissemination on the Stock Exchange website. Also wherever there is ‘No’ declared by Listed Entity in above table the values will be considered as ‘Zero’ by default on submission of the format of holding of specified securities.


27

Table I - Summary Statement holding of specified securities


28

Categoy

(I)

Category of shareholder

(II)

Nos. of shareh olders

(III)

No. of fully paid up equity

shares

held

(IV)

No. of


shares

held

(V)

No. of shares

underlying

Depository

Receipts

(VI)

Total nos.

shares held

(VII) =

(IV)+(V)+

(VI)

Shareholding as a % of total no. of shares

(calculated as per SCRR, 1957)

(VIII)

As a % of

(A+B+C2)


(IX)

No. of

Shares

Underlying


(including

Warrants)

(X)

Shareholding , as a % assuming full conversion of convertible

securities ( as a percentage of

diluted share capital)

(XI)= (VII)+(X)

As a % of

(A+B+C2)

Number of

Locked in shares

(XII)

Number of


encumbered

(XIII)

Number of equity

shares held

in

dematerialized form

(XIV)

No of Voting Rights Total as a

% of

(A+B+

C)

No.

(a)

As a % of total

Shar es

held

(b)

No.(a) As a % of total shares held (b)

Clas s

eg:

X

Clas s

eg:

Y

Tot al

(A) Promoter &

Promoter

Group

15 39450114 - - 39450114 55.68 39450114 - 39450114 55.68 - 55.68 33990000 (86.16%)

- 5460114

(B) Public 4832 31403803 - - 31403803 44.32 31403803 - 31403803 44.32 - 44.32 - - 31204742

(C) Non Promoter- Non Public

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(C1) Shares underlying DRs

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(C2) Shares held by Employee Trusts

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Total 4847 70853917 - - 70853917 100.00 70853197 - 70853197 100.00

- 100.00 33990000 (47.97)

- 36664856


29

Table II - Statement showing shareholding pattern of the Promoter and Promoter Group

Category & Name of the shareholders

PAN Nos. of shareholders

No. of fully paid up equity shares held

Partly paid-up equity shares held

No. of shares underlying Depository Receipts

Total nos. shares held

Shareholding % calculated as per SCRR, 1957 As a % of (A+B+C2)


No. of Shares Underlying Outstanding convertible securities (including Warrants)

Shareholding , as a % assuming full conversion of convertible securities ( as a percentage of diluted share capital)

Number of Locked in shares

Number of Shares pledged or otherwise encumbered

Number of equity shares held in dematerialised form

No of Voting Rights Total as a % of (A+B+C)

No. (a) As a % of total Shares held(b)

No. (a)


Class eg: X

Class eg: y

Total

(I) (II) (III) (IV) (V) (VI) (VII) = (IV)+(V)+ (VI)

(VIII) As a % of (A+B+C2)

(IX) (X) (XI)= (VII)+(X) As a % of (A+B+C2)

(XII) (XIII) (XIV)

1 Indian

(a)

Individuals / Hindu Undivided Family

7 7634914

0 0 7634914

10.7756 7634914 0 7634914

10.7756

0 10.7756 2174800

28.48

5460114

Mehmood Khan

AFVPK8095D 1 3911376

0 0 3911376

5.5203 3911376 0 3911376

5.520

0 5.5203 1758800

44.96

0 0 2152576


30

3 63

Nadeem Khan

AKGPK1387A

1 2122385

0 0 2122385

2.9954 2122385 0 2122385

2.9954

0 2.9954 0 0 0 0 2122385

Mukesh Kumar

ACNPK4887C

1 669690 0 0 669690

0.9452 669690 0 669690

0.9452

0 0.9452 0 0 0 0 669690

Anis Khan ACNPK4651Q

1 515463 0 0 515463

0.7275 515463 0 515463

0.7275

0 0.7275 0 0 0 0 515463

Yusuf Khan AFVPK8096A 1 210000 0 0 210000

0.2964 210000 0 210000

0.2964

0 0.2964 210000 100

0 0 0

Anupam Chouksey

ADCPC1557H

1 103000 0 0 103000

0.1454 103000 0 103000

0.1454

0 0.1454 103000 100

0 0 0

Poonam Chouksey

ACYPC2633B 1 103000 0 0 103000

0.1454 103000 0 103000

0.1454

0 0.1454 103000 100

0 0 0

(b)

Central Government / State Government(s)

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(c)

Financial Institutions / Banks

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(d)

Any Other (Specify)

8 31815200

0 0 31815200

44.9025 31815200 0 31815200

44.9025

0 44.9025 31815200

100

0 0 0

Persons Acting In Concert

4 7331200

0 0 7331200

10.3469

7331200

0 7331200

10.3469

0 10.3469 7331200

100

0 0 0


31

Munni Bee Khan

AECPB3714L 1 7011200

0 0 7011200

9.8953 7011200 0 7011200

9.8953

0 9.8953 7011200

100

0 0 0

Jay Narayan Chouksey

ACYPC2632A

1 300000 0 0 300000

0.4234 300000 0 300000

0.4234

0 0.4234 300000 100

0 0 0

Farzana Khusro

AKGPK1530M

1 10000 0 0 10000 0.0141 10000 0 10000 0.0141

0 0.0141 10000 100

0 0 0

Khusro Nisar ACZPN2846C 1 10000 0 0 10000 0.0141 10000 0 10000 0.0141

0 0.0141 10000 100

0 0 0

Bodies Corporate

4 24484000

0 0 24484000

34.5556 24484000 0 24484000

34.5556

0 34.5556 24484000

100

0 0 0

Kalchuri Contractors Ltd.

AADCK0016E

1 11514000

0 0 11514000

16.2503 11514000 0 11514000

16.2503

0 16.2503 11514000

100

0 0 0

Yamini Vyapar Pvt. Ltd.

AAACY3076B

1 6960000

0 0 6960000

9.823 6960000 0 6960000

9.823

0 9.823 6960000

100

0 0 0

Ananjay Construction

AAKCA6996J 1 6000000

0 0 6000000

8.4681 6000000 0 6000000

8.4681

0 8.4681 6000000

100

0 0 0


AAECM1574C

1 10000 0 0 10000 0.0141 10000 0 10000 0.0141

0 0.0141 10000 100

0 0 0

Sub Total (A)(1)

15 39450114

0 0 39450114

55.6781 39450114 0 39450114

55.6781

0 55.6781 33990000

86.1594

0 0 5460114


32

2 Foreign

(a)

Individuals (Non-Resident Individuals / Foreign Individuals)

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(b)

Government 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(c)

Institutions 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(d)

Foreign Portfolio Investor

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(e)

Any Other (Specify)

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Sub Total (A)(2)

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Total Shareholding Of Promoter And Promoter Group (A)= (A)(1)+(A)(2)

15 39450114

0 0 39450114

55.6781 39450114 0 39450114

55.6781

0 55.6781 33990000

86.1594

0 0 5460114


Note:

(2) PAN would not be displayed on website of Stock Exchange(s). The term “Encumbrance” has the same meaning as assigned under regulation 28(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.


33

Table III - Statement showing shareholding pattern of the Public shareholder


Shareholders

(I)

PAN

(II)

Nos. of shareh older

(III)


equity share

s held

(IV)


shares

held

(V)

Nos. of shares

underlying

Depository

Receipts

(VI)

Total nos.

shares held

VII =

IV+V+VI

Sharehol ding %

calculate d as per

SCRR,

1957

As a % of (A+B+C2)

VIII


(IX)

No. of

Shares

Underlying


(including

Warrants)

(X)

Total shareholdin g , as a %

assuming

full

conversion

of

convertible

securities

(as a percentage

of diluted share

capital)

(XI)

Number of

Locked in shares

(XII)

Number of


encumbered

(XIII)

Number of equity

shares held

in


(XIV)

No of Voting Rights Total as a % of Total

Voting rights

No.

(a)

As a % of total

Shar es

held

(b)

No.

(No t ap pli ca

ble

)

(a)


s held

(Not applic able)

(b)

Class X Class Y

Tot al

(1) Institutions

(a) Mutual Funds/ 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Name (Xyz) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(b) Venture Capital Funds

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Name (Xyz) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(c) Alternate 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0


34

Investment Funds

Name (Xyz) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(d) Foreign Venture Capital Investors

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Name(Xyz) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(e) Foreign Portfolio Investors

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Name(Xyz) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(f) Financial

Institutions/ Banks

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Name(Xyz) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(g) Insurance Companies 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Name(Xyz) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(h) Provident Funds/ Pension Funds

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Name(Xyz) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(i) Any Other (specify)

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Sub-Total (B)(1) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(2) Central

Government/

State

Government(s)/

- - - - - - - - - - - - -


35

President of India

Central Government / State Government(s)

1 31234 0 0 31234 0.044 31234 0 31234 0.044 0 0.044 0 0 31234

Sub-Total (B)(2) 1 31234 0 0 31234 0.044 31234 0 31234 0.044 0 0.044 0 0 31234

(3) Non-institutions

(a) Individuals - i. Individual shareholders holding nominal share capital up to Rs. 2 lakhs.

ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs.

4565

42

5547837

17892604

0

0

0

0

5547837

17892604

7.83

25.25

5547837

17892604

0

0

5547837

17892604

7.83

25.25

0

0

7.83

25.25

0

0

0

0

5349497

-

17892604

Akram Khan AKGPK1539C - 5154639 0 0 5154639 7.275 5154639 0 5154639 7.275 0 7.275 0 0 5154639

Khusro Nisar ACZPN2846C 2075775 0 0 2075775 2.9297 2075775 0 2075775 2.9297 0 2.9297 0 0 2075775

Kumar Gaurav AJGPM4708G 1030927 0 0 1030927 1.455 1030927 0 1030927 1.455 0 1.455 0 0 1030927

Mubarik Khan ABMPK6632K 5154639 0 0 5154639 7.275 5154639 0 5154639 7.275 0 7.275 0 0 5154639

(b) NBFCs registered with RBI

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(c) Employee Trusts 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

(d) Overseas

Depositories

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0


36

(holding DRs)

(balancing figure)

(e) Any Other (specify)

- 224 7932128 0 0 7932128 11.195 7932128 0 7932128 11.195 0 0 0 0 7932025

Hindu Undivided Family

- 114 691524 0 0 691524 0.976 691524 0 691524 0.976 0 0.976 0 0 691524

Non Resident Indians (Non Repat)

11 17027 0 0 17027 0.024 17027 0 17027 0.024 0 0.024 0 0 17027

Non Resident Indians (Repat)

11 26231 0 0 26231 0.037 26231 0 26231 0.037 0 0.037 0 0 26231

Clearing Member 27 99630 0 0 99630 0.1406 99630 0 99630 0.1406 0 0.1406 0 0 99630

Bodies Corporate 61 7097716 0 0 7097716 10.0174 7097716 0 7097716 10.0174 0 10.0174 0 0 7097613


AAECM1574C 1 2673057 0 0 2673057 3.7726 2673057 0 2673057 3.7726 0 3.7726 0 0 2673057

Rr Khan Tankers Private Limited

AABCR4492F 1 2157298 0 0 2157298 3.0447 2157298 0 2157298 3.0447 0 3.0447 0 0 2157298

Ninth Mile Recreation Private Limited

AACCN0475F 1 1124381 0 0 1124381 1.5869 1124381 0 1124381 1.5869 0 1.5869 0 0 1124381

Daizy Agrotech Private Limited

AAACD5981A 1 720736 0 0 720736 1.0172 720736 0 720736 1.0172 0 1.0172 0 0 720736

Sub-Total (B)(3) 4831 31372569 0 0 31372569 44.2778 31372569 0 31372569 44.2778 0 44.2778 0 0 31174126


37

Total Public

Shareholding

(B)=

(B)(1)+(B)(2)+(B)(

3)

- 4832 31403803 0 0 31403803 44.3219 31403803 0 31403803 44.3219 0 44.3219 0

0 31205360

-

Details of the shareholders acting as persons in Concert including their Shareholding (No. and %):


Note:

(4) PAN would not be displayed on website of Stock Exchange(s). (5) The above format needs to be disclosed along with the name of following persons:

Institutions/Non Institutions holding more than 1% of total number of shares.

(6) W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information available and the balance to be disclosed as held by custodian,

Table IV - Statement showing shareholding pattern of the Non Promoter- Non Public shareholder


Shareholders

(I)

PAN

(II)

No. of

shareh older (III)


equity share

s held

(IV)


shares

held

(V)

Nos. of shares

underlying

Depository

Receipts

Total no.

shares held

(VII =

IV+V+VI)

Sharehol ding %

calculate d as per

SCRR,

1957

As a % of


(IX)

No. of

Shares

Underlying


(including

Total shareholdin g , as a % assuming

full

conversion

of

convertible

Number of

Locked in shares (XII)

Number of


encumbered

(XIII)

Number of equity

shares held

in


(XIV) No of Voting Rights Total as a %

No. As a % of

No. As a % of


38

(VI)

(A+B+C2)

(VIII)

Class X

Class Y

Tot al

of Total

Voting rights

Warrants)

(X)

securities ( as a

percentage

of diluted share

capital)

(XI)

total

Shar es

held

(No t ap pli ca

ble

)

total share

s held

(Not applic able)

(Not

Applicable)

(1) Custodian/DR Holder

- - - - - - - - - - - - - - - -

(a) Name of DR

Holder (if available)

- - - - - - - - - - - - - - - -

(i) abc,.,.. - - - - - - - - - - - - - - - -

(ii) efg…. - - - - - - - - - - - - - - - -

(2) Employee Benefit

Trust (under SEBI (Share based Employee

Benefit)

Regulations,

2014)

- - - - - - - - - - - - - - - -

(a) Name (abc… - - - - - - - - - - - - - - - -

Total NonPromoter- Non Public

- - - - - - - - - - - - - - - -


39

Shareholding (C)=

(C)(1)+(C)(2)

Note

1. PAN would not be displayed on website of Stock Exchange(s). 2. The above format needs to disclose name of all holders holding more than 1% of total number of shares 3. W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information

available,


40

1. The Company or its directors, its promoters have not entered into any buyback, standby or a similar arrangement to purchase equity shares of the company from any person.

2. There will be no further issue of capital whether by way of issue of bonus shares, preferential allotment,

rights issue or in any manner during the period commencing from the date of approval of the scheme by the Hon’ble NCLT, Mumbai and Indore till listing of Equity Shares to be allotted as per the Scheme.

3. There shall be only one denomination for the Equity Shares of the Company, subject to applicable

regulations and Company shall comply with such disclosure and accounting norms specified by SEBI from time to time.

4. The Company has 4847 members as on date of filing the Information Memorandum. 5. The Promoters’ Shares shall be locked-in to the extent twenty percent of the post-merger paid-up

Capital of Parvati Sweetners and Power Limited i.e. 1,41,70,783 Equity Shares of Parvati Sweetners and Power Limited shall be locked-in for a period of three years from the date of listing of the Shares and the remaining 1,98,19,217 Equity shares shall be locked-in for a period of one year from the date of listing of the shares of Paravati Sweetners and Power Limited as specified as per the SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 and SEBI Circular No. CFD/DIL3/CIR/2018/2 dated January 03, 2018.

5. OBJECTS AND RATIONALE OF THE SCHEME

Profile of the Transferor Company: Dollex Industries Limited was incorporated as a public limited company under the provisions of the Companies Act, 1956 on August 24, 1994 in the State of Maharashtra. The name of the Transferor Company was changed from Dollex Securities Limited to Dollex Industries Limited and a fresh certificate of incorporation was issued consequent to the change of name on January 03, 1997. The registered and corporate office of the Transferor Company is situated at Premises no. 201, 2nd floor, Sarvodaya CHS, A-Wing, Building no. 11, Plot no. 606, Khernagar, Bandra- East, Mumbai, Maharashtra.

DIL is a listed company listed on BSE. The Details of the transferor Company is as under:

1. ISIN number- INE892A01020. 2. CIN No of : L67120MH1994PLC080560 3. Tel: 022-26471632 4. Fax: 022-26471638 5. Email Id: [email protected] 6. Website: www.dollexindustries.com

The Transferor Company is primarily engaged in the businesses of purchase, manufacture, produce, boil, refine, prepare, import, export, sell, blend, market trade and generally to deal in sugar, jaggery, sugar-beet, sugarcane, molasses, cogen, ethanol syrup, melada, alcohol, spirits and all sugar products such as confectionery, glucose, sugar candy, canned fruit, golden syrup and aerated waters and/or by products such as bagasse, alcohol, acetone, carbon dioxide, hydrogen and to carry on business as manufacturers, producers, processor, refiners, bottlers, sellers, buyers, dealers, agents, importers and exporters if petroleum products/ petro-chemicals, its by-products, derivatives and residues.


http://www.dollexindustries.com


41

Brief Financials of Transferor Company: PARTICULARS F.Y.

2014-2015 (Audited)

F.Y. 2015-16

(Audited)

F.Y. 2016-17

(Audited)

Six Month Ended

30th September 2017

(Unaudited ) Equity Share Capital 1787.90 1787.90 1787.90 1787.90 Reserve and Surplus 1863.48 1859.34 1859.38 1853.89 Carried forward losses - - - - Net worth 3651.38 3647.24 3647.28 3641.79 Miscellaneous Expenditure - - - - Secured loans - - - - Unsecured loans - - - - Fixed Assets 350.47 263.62 253.27 248.10 Net Current Assets 3319.95 3372.25 3388.63 3388.31 Net Non- Current Assets (19.04) 11.37 5.38 5.38 Income from Operation 1842.19 4698.73 705.63 1798.52 Total Income 1842.19 4698.73 705.70 1798.52 Total Expenditure 1880.16 4733.27 698.04 1804.02 Profit/(Loss) Before tax (37.97) (34.54) 7.66 (5.50) Profit/(Loss) After Tax (38.44) (4.13) 0.04 (5.50) Cash Profit (17.61) 6.21 10.38 (0.33) Earnings Per Share (`) (0.11) (0.01) 0.00 (0.02)

Source: Annual reports and published half yearly result SCHEME OF ARRANGEMENT OF AMALGAMTION A. Background

1. The Scheme provides that the Transferor Company shall stand merged with and be vested in the Transferee Company, as a going concern, without any further act or instrument and pursuant to the provisions of Section 391 to 394 of the Act, together with all the properties, assets, rights, liabilities, benefits and interest therein.

B. Rationale for the De-merger 1. The combination of the Transferor Company and the Transferee Company bring

strengths that each company does not necessarily possess individually; 2. Both the Transferor and the Transferee Company are in similar lines of business and

intend to/ can achieve larger product portfolio, economies of scale, efficiency, optimization of logistics and distribution network and related economies by consolidating the business operations being managed by different management teams. This Scheme of Amalgamation intends to merge the operations of the Transferor Company with that of the Transferee Company to fulfill this objective;

3. The Transferee Company will have the benefit of the combined resources of Transferor Company and the Transferee Company;

4. Increase in net worth of Transferee Company, which will facilitate effective and fast mobilization of financial resources for meeting increased capital expenditure.


42

6. SALIENT FEATURES OF THE SCHEME PERTAINING AMALGAMATION OF DOLLEX INDUSTRIES LIMITED WITH PARAVATI SWEETNERS POWER LIMITED

The salient features of the Scheme are as follows: a) The Scheme envisages the Amalgamation of DIL (“Transferor Company”) into PSPL (“Transferee

Company”) pursuant to Section 391 to 394 and other relevant provisions of the Companies Act, 1956 for the time being in force and to the extent notified provisions of the Companies Act, 2013 on a going concern basis the manner provided for in the Scheme.

b) The “Appointed Date” means April 01, 2015.

c) “Effective Date" means the date on which certified copy of the orders of the High Court at

Bombay and of the High Court at Indore sanctioning the Scheme is filed with the Registrar of Companies, Maharashtra and the Registrar of Companies, Madhya Pradesh.

d) "Record Date" means the date to be fixed by the Board of Directors of the Transferee Company

after the Effective Date with reference to which the eligibility of the shareholders of the Transferor Company for allotment of shares in the Transferee Company in terms of this Scheme shall be determined;

e) "Undertaking" means and includes:

i. all the assets and properties of the Transferor Company as on the Appointed Date i.e. all the undertakings, the entire business, all the properties (whether movable or immovable - freehold or leasehold, tangible or intangible), plant and machinery, buildings and structures, offices, residential and other premises, capital work in progress, furniture, fixture, office equipment, appliances, accessories, power lines, deposits, stocks, assets, investments of all kinds and in all forms,cash balances with banks, loans, advances, contingent rights or benefits, receivables, benefit of any deposits, financial assets, leases, hire purchase contracts and assets, lending contracts, benefit of any security arrangements, reversions, powers, authorities, allotments, approvals, permissions, permits, quotas, rights, entitlements, guarantees, authorizations, approvals, agreements, contracts, leases, licenses, registrations, tenancies, benefits of assets or properties or other interest held in trust, benefits of all taxes including but not limited to Minimum Alternate Tax ("MAT") paid under Section 115JA/115JB of the Income Tax Act, 1961("IT Act"), advance taxes and tax deducted at source, right to carry forward and set off unabsorbed losses and depreciation, MAT credit under the provisions of the IT Act, right to claim deductions under Section 80-IA of the IT Act including its continuing benefits; engagements, arrangements of all kinds, exemptions, benefits, incentives, privileges and rights under State tariff regulations and under various laws; loan agreements, titles, interests, trade and service names and marks, patents, copyrights, and other intellectual property rights to use and avail of telephones, telexes, facsimile, email, interest, leased line connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of all agreements, all records, files, papers, computer programmes, manuals, data,catalogues, sales and advertising materials. lists and other details of present and former customers and suppliers, customer credit information, customer and supplier pricing information and other records, and all other interests of whatsoever nature belonging to or in the ownership, power, possession or the control of or vested in or granted in favour of or held for the benefit of or enjoyed by the Transferor Company or which have accrued to the


43

Transferor Company as on the Appointed Date, whether in Indiaor abroad, of whatsoever nature and where-ever situated (hereinafter referred to as the "Assets");

ii. all the debts, liabilities, duties and obligations of the Transferor Company as on the Appointed Date (hereinafter referred to as the "Liabilities");

iii. without prejudice to the generality of sub-clause(a) above, the Undertaking of the

Transferor Company shall include all the movable and immovable properties, assets, including lease-hold rights, tenancy rights, industrial and other licenses, permits, authorisations, quota rights, trade marks, patents and other industrial and intellectual properties, import quotas, telephones, telex, facsimile and other communication facilities and equipments, rights and benefits of all agreements, guarantees including guarantees given by the State Government(s), deeds, bonds, insurance policies and all other interests, rights and powers of every kind, nature and description whatsoever, privileges, liberties, easements, advantages, benefits and approvals of whatsoever nature and wherever situate, belonging to or in the ownership, power or possession or control of the Transferor Company;

iv. all earnest monies and/or security deposits paid by the Transferor Company.

f) Upon the Scheme becoming effective, the Transferee Company shall without any further act or deed, issue and allot to every member of the Transferor Company, Equity Shares in the Transferee Company, on a date to be fixed by the Board of Directors of the Transferee Company, in the following manner:

“1”Equity Share of Rs.5/- each in the Transferee Company credited as fully paid up ("New Equity Shares of the Transferee Company in lieu of Transferor Company shares") for every “0.97” Equity Share of Rs. 5 fully paid up held by such member in the Transferor Company. Note: Shares of the Transferor Company are of face value of Rs. 5/- each while that of the Transferee Company is Rs. 10/- each. Hence, for the purpose of calculating swap ratio, face value of shares of the Transferee Company has also been considered at Rs. 5/- each by increasing number of shares. Pursuant to the scheme, shares of Transferee Company shall be split from face value of Rs. 10/- each to Rs. 5/- each.

g) Upon the Scheme being effective and upon the Equity Shares of the Transferee Company being allotted and issued by it to the shareholders of the Transferor Company whose names appear on the Register of Members of the Transferor Company on the Record Date, the Equity Shares of the Transferor Company both in electronic form and in the physical form, shall be deemed to have been automatically cancelled and be of no effect on and from the Record Date. Wherever applicable, the Transferee Company may, instead of requiring the surrender of the share certificates of the Transferor Company, directly issue and dispatch the new share certificates of the Transferee Company in lieu thereof.

h) Upon issue of the equity shares by the Transferee Company to the relevant shareholders of the Transferor Company as provided in this Scheme, the shares held by the shareholders of the Transferor in the Transferee Company, if any, shall stand cancelled with regard to their shareholding in the Transferee Company, without any further act or deed.


44

SEQUENCE OF EVENTS OF SCHEME OF ARRANGEMENT:

1. Board of Directors of the Transferor Company and Transferee Company approved the Scheme of

Arrangement at its meeting held on 5th May, 2015 and 7th May, 2015 respectively. 2. Letter of approval received from BSE Limited granting In-Principle approval for listing of Equity Shares

pursuant to Scheme dated 12th May, 2016. 3. Application filed with Hon’ble High Court/ NCLT, Mumbai Bench on 8th July’2016 for Convening

Shareholders’ meeting of the Transferor Company and Dispensation of Creditors’ Meeting and sent letter through Registered A.D. to all the Creditors of the Transferor Company.

4. Application filed with Hon’ble High Court/ NCLT, Ahmedabad Bench on 24th September, 2016 and for dispensation of Shareholders and Creditors Meeting of the Transferee Company.

5. The Hon’ble High Court/ NCLT, Mumbai Bench issued order on 8th July, 2016 for Convening Shareholders’ meeting on 16th August, 2016 and Dispensation of Creditors’ Meeting of the Transferor Company.

6. The Hon’ble High Court/ NCLT, Ahmedabad Bench issued order on 24-09-2016 for dispensation of Shareholders and Creditors Meeting of the Transferee Company.

7. The Transferor Company held Shareholders’ meeting on 16th August, 2016. 8. The Transferor Company had filed petition with the High Court/ NCLT, Mumbai Bench on 21-06-2016. 9. The Transferee Company had filed petition with the High Court/ NCLT, Ahmedabad Bench on 24th

September, 2016. 10. The High Court/ NCLT, Mumbai Bench admitted the petition on 21-06-2016 and issued orders fixing

date for final hearing on 14th September, 2017. 11. The High Court, Madhya Pradesh admitted the petition on 6th December, 2016 and issued orders fixing

date for final hearing on 24th January, 2017. On 24th January, 2017, the High Court transferred the petition to the NCLT, Ahmedabad Bench and the same is fixed for final fearing on 20th November, 2017 and subsequently heard and disposed off on 12th December, 2017.

12. The Scheme of Amalgamation sanctioned by the Hon’ble High Court NCLT, Mumbai Bench on 14th September, 2017 for Transferor Company. The Certified copy of High Court Order received by the Transferor Company on 5th October, 2017. The Copy of High Court order filed with the Registrar of Companies, Maharashtra, Mumbai on 13th October, 2017 by Transferor Company.

13. The Scheme of Amalgamation sanctioned by the Hon’ble High Court NCLT, Ahmedabad Bench on 12th December, 2017 for Transferor Company. The Certified copy of High Court Order received by the Transferor Company on 12th January, 2018. The Copy of High Court order filed with the Registrar of Companies, Maharashtra, Mumbai on 19th January, 2018 by Transferor Company.

14. Effective Date being the date of filing of Copy of High Court Order/ NCLT Order with the Registrar of Companies being 19th January, 2018.

15. The approval from SEBI received vide Letter No. SEBI/HO/CFD/DIL-2/OW/P/2018/13401/1 dated 04th May, 2018 granting relaxation from the strict enforcement of the requirement of Rule 19(2) (b) of the SCRR for the purpose of listing of shares of the Transferee Company.

7. STATEMENT OF POSSIBLE TAX BENEFITS


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46


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8. COMPANY HISTORY & MANAGEMENT – ABOUT PARVATI SWEETNERS AND POWER LIMITED

Parvati Sweetners and Power Limited ("PSPL") was incorporated on the 13th day of December, 2011 as “Parvati Sweetners and Power Private Limited”. The name of the Company has been changed from Parvati Sweetners and Power Private Limited to “Parvati Sweetners and Power Limited” vide fresh certificate of incorporation dated 24e January, 2012. The Registered Office of the Company is at 19/1, Naroli Arcade, First Floor, Manorama Ganj, Near Palasia Square, Indore- 452010, Madhya Pradesh Main Object of the Company: The objects for which the PSPL has been established are set out in its Memorandum of Association. The main objects are set out hereunder: 1. To manufacture, process, refine, sale, purchase, trade, market, export, import, or otherwise deal in or

deal with white crystal sugar, refined sugar, sugar cubes, liquid sugar, raw sugar, jiggery, khandsari sugar and any of its derivatives including sugar candy, confectionery and pharmaceutical sugar, syrups, food products, and by- products such as biogases, molasses, ethanol, rectified spirit, extra natural alcohol, Indian made foreign liquor, bear, malt spirit, press mud, ash and for this purpose to carry on the business of cultivation, growing, developing, harvesting, buying, importing, exporting, dealing, extracting, processing and refining of sugarcane, beet root, other sugar bearing materials and seeds including tissue culture.

2. To carry on in India or elsewhere the business to manufacture, produce, process, crunch, extract, reclaim, convert, commercialize, control, compound, develop, distribute, derive, treat, grade, release, manipulate, prepare, promote, supply, import, export, buy, sell, turn to account and to act as agent, broker, concessionaires, consultant, collaborator, job worker, export house or otherwise to deal in all varieties, colors, dimension, descriptions, characteristics, application and uses of sugar including cane sugar, beet sugar, maple sugar, khandsari sugar, in the form of powder, granules, cubes and lumps and its products, by-products, residues, derivatives, formulations, substances and materials including glucose, sucrose, fructose, lactose, maltose, molasses, confectioneries, chocolates, sugar candy etc.

3. To carry on in India or elsewhere the business to generate, receive, produce, improve, buy sell, resell, acquire, use, transmit, accumulate, employ, distribute, develop, handle, protect, supply and to act as agent, broker, representative, consultants, collaborator, or otherwise to deal in electric power in all its branches of such place or places as may be permitted by appropriate authorities by establishment of co-generation power, nuclear power plant, bio fertilizers, Carbon Di-Oxide Gas, hydrogen Gas, DDGS, particle Board, MDF Board, Print paper, paper board, thermal power plants, hydraulic power plants, and other power plants based on any source of energy as may be developed or invented in future.

4. To construct, lay down, establish, promote, erect, build, install, commission, carry out and run all necessary power substations, workshops, repair shops, wires, cables, transmission lines, accumulators, street lights for the purpose of conservation, distribution, and supply of electricity of participating industries, state electricity boards, and others for industrial, commercial, domestic, public and other purposes.

Change in Memorandum and Articles of Association since the Company’s inception 1. Conversion from Parvati Sweetners and Power Private Limited into Public Limited Company vide a

Special Resolution dated 12th January, 2012. Hence, the name was changed to Parvati Sweetners and Power Limited w.e.f. 24th January, 2012.

2. The Authorized Share Capital of the Company at the time of incorporation i.e. on 13th December, 2011 was Rs.1,00,000 consisting of 10,000 Equity Shares of Face Value of Rs.10/- each.


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3. The Authorized Share Capital of the Company has been changed from Rs. 1,00,000 consisting of 10,000 Equity Shares of Face Value of Rs. 10/- each to Rs. 5,00,000 consisting of 50,000 Equity Shares of Face Value of Rs. 10/- each by passing a Ordinary Resolution on 15th December, 2011.

4. The Authorized Share Capital of the Company has been changed from Rs.5,00,000 consisting of 50,000 Equity Shares of Face Value of Rs.10/- each to Rs. 1,00,00,000 consisting of 10,00,000 Equity Shares of Face Value of Rs. 10/- each by passing a Ordinary Resolution on 20th February, 2012.

5. The Authorized Share Capital of the Company has been changed from Rs. 1,00,00,000 consisting of 10,00,000 Equity Shares of Face Value of Rs. 10/- each to Rs. 5,00,00,000 consisting of 50,00,000 Equity Shares of Face Value of Rs. 10/- each by passing a Ordinary Resolution on 04th September, 2012.

6. The Authorized Share Capital of the Company has been changed from Rs. 5,00,00,000 consisting of 50,00,000 Equity Shares of Face Value of Rs. 10/- each to Rs. 9,00,00,000 consisting of 90,00,000 Equity Shares of Face Value of Rs. 10/- each by passing a Ordinary Resolution on 18th December, 2012.

7. The Authorized Share Capital of the Company shall be changed from Rs. 9,00,00,000 consisting of

90,00,000 Equity Shares of Face Value of Rs. 10/- each to Rs. 20,00,00,000 consisting of 2,00,00,000 Equity Shares of Face Value of Rs. 10/- each by passing a Ordinary Resolution on 18th March, 2014.

8. Sub-division of share Capital of the Company from Face Value of Rs. 10/- each to Face Value of Rs. 5/-

each vide Special Resolution passed on 29th September, 2017 and corresponding alterations in Memorandum and Articles of Association of the Company. Hence, the Authorized Share Capital of the Company shall be changed from Rs. 20,00,00,000 consisting of 2,00,00,000 Equity Shares of Face Value of Rs. 10/- each to Rs. 20,00,00,000 consisting of 4,00,00,000 Equity Shares of Face Value of Rs. 5/- each.

9. As per order received from Hon’ble NCLT, Ahmedabad for scheme of Amalgamation of Dollex

Industries Limited (Transferor Company) with Parvati Sweetners and Power Limited (Transferee Company) on 12th December, 2017, the Authorized Share Capital of the Company is increased to Rs. 40,00,00,000 consisting of 8,00,00,000 Equity Shares of Face Value of Rs. 5/- each.

10. At the time of converting the Company from Private Limited into Public Limited, the Company has altered its Articles of Association on 12th January, 2012.

11. The Company has adopted new set of Articles of Association pursuant to Companies Act, 2013 vide Special Resolution passed on 6th July, 2015.

Subsidiaries of the Company: The Company has no subsidiary company as on date of this Information Memorandum. Details of listing and Highest & Lowest Market Price during the preceding Six Months: Not Applicable Shareholders’ Agreement There is no separate agreement executed between any shareholder and the Company. Strategic / Financial Partners and Other Material Contracts The Company does not have any strategic/ financial partners or has not entered any material contracts other than in ordinary course of business.


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Brief Financials of PSPL: (Rs. In Lakhs)

PARTICULARS F.Y. 2014-2015 (Audited)

F.Y. 2015-16

(Audited)

F.Y. 2016-17

(Audited)

Nine Month Ended

31st December, 2017

(Unaudited ) Equity Share Capital 1,699.50 1,699.50 1,699.50 1,699.50 Reserve and Surplus 44.58 123.43 212.59 282.41 Carried forward losses - - - - Net worth 1,735.44 1,817.17 1,909.21 1979.03 Miscellaneous Expenditure 8.64 5.76 2.88 2.88 Secured loans 1,346.56 1,283.28 1,331.62 2,965.61 Unsecured loans 2,472.58 2,809.22 2,526.70 2,563.92 Fixed Assets 5,500.68 5,833.05 5,905.96 6,082.33 Net current Assets 76.49 161.86 18.39 1583.18 Net Non-Current Assets (22.59) (84.25) (156.82) (156.82) Income from Operation 2,634.12 4,830.56 5,077.40 2,692.70 Total Income 2,637.08 4,835.94 5,130.98 2,696.81 Total Expenditure 2,585.05 4,647.73 4,919.54 2,626.99 Profit/(Loss) Before tax 52.03 188.21 211.44 69.82 Profit/(Loss) After Tax 24.36 78.84 89.17 69.82 Cash Profit 293.77 411.91 462.98 69.82 Earnings Per Share (`) 0.14 0.46 0.52 -

9. BOARD OF DIRECTORS & MANAGEMENT:

The overall management is vested in the Board of Directors, comprised of qualified and experienced persons. The Board of Directors as on date of this Information Memorandum is: Sr. No.

Name, Age, Fathers Name, Address, Occupation , Date of Birth, DIN & PAN No.

Nature of Directorship

Date of Appointment

Other Directorships held in Indian Companies

1 Mr. Vijai Singh Bharaktiya Age: 81 S/o Mr. Chandan Bharkatiya Address: 414-A Mahalaxmi Nagar, Indore, M.P - 452001 Occupation: Service DOB: 11/04/1936 DIN: 00017285 PAN: ACMPB4528Q


22/01/2018

1. Alfavision Overseas(India) Limited 2. Parag Fans And Cooling Systems Limted 3. Sai Kripa Sugar Mill Private Limited 4. Khadwa Bio-Tech Private Limited 5. Agro Phos (India) Limited

2. Mr. Mehmood Khan Age: 57 S/o Mr. Ramzan Khan Address: Naroli House, 16/2, Manik Bhagh, Main Road, Indore Occupation: Business DOB: 01/01/1961

Chairman and Executive Director

06/06/2014

1. Naroli Educational Academy and Research Private Limited. 2.Dollex Agrotech Private Limited


50

DIN: 00069224 PAN: AFVPK8095D

3. Mrs. Poonam Choukesy Age: 61 D/o Mr. Krishanlal Gupta Address: 31, Shyamla Hills, Bhopal, Madhya Pradesh - 462001 Occupation: Business DOB: 15/03/1956 DIN: 02110270 PAN: ACYPC2633B


24/02/2012

1. Parvati Finserv Support Limited

4. Mr. Anupam Chouksey Age: 38 S/o Mr. Jai Narayan Chouksey Address: 31, Shyamla Hills, Bhopal, Madhya Pradesh – 462001 Occupation: Business DOB: 11/04/1979 DIN:02110273 PAN: ADCPC1557H


15/12/2011

1. Ananjay Pharmaceuticals Private Limited

2. Gulmata Construction Private Limited

3. Kalchuri Contractors Limited

4. Bluewestern Infraventures India Private Limited

5. LNCT Education Foundation 6. Akhil Bhartiya Rojgar Evam

Kaushal Vikas Sangathan 7. Akhil Bhartiya Vaishya

Pichhda Foundation 8. Parvati Finserv Support

Limited 5. Mr. Anis Khan

Age: 39 S/o Mr. Mehmood Khan Address: Naroli House , 16/2 Manickbag Road, Indore, Madhya Pradesh - 452001 Occupation:Business DOB: 31/01/1978 DIN: 02308572 PAN: ACNPK4651Q

Additional Director

22/01/2018

1. Dollex Agrotech Private Limited

6. Mr. Radhakrishna Deshraju Age: 57 S/o. Mr. Lakshminarayan Deshraju Address: B-303, Vaibhav Palace, Link Road, Opp.Mega Mall, Oshiwara, Jogeshwari (W) Occupation: Consultant DOB: 17/08/1960 DIN: 02786533 PAN: AECPD8566L


22/01/2018

1. Konaseema Gas Power Limited

2. Deeaar Fosil Fuel Private Limited

3. Urja Gyan Foundation 4. Deeaar Energy Ventures

Private Limited


51

7. Ms. Ruchi Sogani Age: 37 D/o Mr. Pradeep Doshi Address: 20/3, White Church Colony, Indore, Madhya Pradesh - 452 001 Occupation: Wholetime Director DOB: 03/09/1980 DIN: 02805170 PAN: BQRPS8537A


29/08/2014

1. G. G. Automotive Gears Limited

2. Madhya Pradesh Today Media Limited

3. Dollex Agrotech Private Limited

8. Mr. Ashok Kumar Rai Age: 48 S/o Mr. Kashiram Rai Address: AH-14, Rajeev Nagar, Ayodhya Phase-III, Ayodhya By Pass, Bhopal, Madhya Pradesh - 462041 Occupation: Proffessional DOB: 15/07/1969 DIN: 06954192 PAN: ADUPR7277B


29/08/2014

NIL

9. Mr. Javed Ali Jaffery Age: 48 S/o Mr. S.N. Jaffery Address: 721, Azad Nagar Indore- 452002 MP Occupation: Professionals DOB: 16/03/1978 PAN: AFCPJ2256E

CFO(KMP)

02/12/2015

NIL

Brief Profile of the Board of Directors and Management: 1. Name: Mr. Vijai Singh Bharaktiya

Qualification: B.Com Experience: For 2007- 2017 :- Became Professional Director on the board of Sai Kripa Sugar Mills Pvt. Ltd. and Director of Sudama Technology Pvt. Ltd., Indore, Also working as CEO (agricultural division), M/s Great Galleon Pvt. Ltd., Indore. As Professional Director of Sai Kripa Sugar Mills Pvt. Ltd., Indore signed MOU for setting the sugar Prepared feasibility report and acquired all necessary licenses and santions from the Govt., contacted the consultants for preparing DPR and submission of set up of the production unit. Become the Director of Sudama Technology Pvt. Ltd., Indore and CEO (agricultural division) M/S. Great Galleon Pvt. Ltd., Indore, and Chalked out the ambitios project on Biodiesel and applied for 50000 ha of non-forest wasteland in indore division, M.P. and signed MOU with Govt. of M.P. in Global Investors.

2. Name: Mr. Mehmood Khan

Qualification: B.SC Experience: Shri Mehmood Khan had got wide experience of Business of about 37 years. Shri Mehmood Khan has an extensive background in the field of business and having wide experience. He possesses sharp business acumen. Under his stewardship, company has grown manyfold. He is a man of


52

wide and diversified experience and it is due to his efforts that the company has reached to this height. He has developed good contacts with Government as well as private sector over a period of time. He is involved in RS/ENA//Ethanol and sugar business for last about 26 years. He has been managed the show successfully. Mr. Khan was set up a distillery in Gulbarga KARNATKA. One distillery on lease at Goa then company took a sugar plant in Nanded district. Now company is in process to set up a integrated sugar project in M.P. and executed an MOU with MP government for the same Mr. Khan was the Executive Director & Chairman of Dollex Industries Limited.

3. Name: Mrs. Poonam Chouksey

Qualification: B.Com Experience: Mrs. Poonam Chouksey as vide knowledge in business sector.

4. Name: Mr. Anupam Chouksey

Qualification: B.SC Experience: Mr. Anupam Chouksey has vide experience in Business industry.

5. Name: Mr. Anis Khan

Qualification: B.E. Graduate Experience: Mr. Anis Khan has vide knowledge in Production of Sugar industry.

6. Name: Mr. Radhakrishna Deshraju

Qualification: B.E. Graduate, LLB, MBA Post Graduate Experience: Mr. Radhakrishna Deshraju has worked at MP State Electricity Board for 15 years and Adani Exports Ltd, Ahmedabad is now giving consultancy in entire Energy Management encompassing a circle of experienced persons and youngsters for the mix up the activities with enthusiasm. His major achievements are as follows: 1. Advisory role for setting up Power Exchange in India - He played a vital role in setting up first power exchange 2. Instrumental in first Co Gen power trade under Open Access regime - He ceaselessly worked with vishwanath Sugars Ltd., Bangalore to trade the power through Tata Power Trading Ltd. after resolving all regulatory issues. It was path breaking. 3. Instrumental of First CPP power-As per National Electricity Power policy - he is assimilating education to number of CPPs to harness surplus power. 4. Filing of petitions for tariff revision - He prepared all documents to sugar/ Bio Mass associations for many states on a commercial basis. He is presently working for Renewable power including solar.

7. Name: Ms. Ruchi Sogani

Qualification: Master of Business Administration, Bachelor of Business Administration Experience: She had been associated with in the business development field as well as handling new project in companies like Dadhichi Consultants Pvt. Ltd. & Shriram HR Management Services.

8. Name: Mr. Ashok Kumar Rai

Qualification: B.Com Graduate Experience: Mr. Ashok Kumar Rai has a vide knowledge in Sugar Industry

9. Name: Mr. Javed Ali Jaffery

Qualification: B.SC Experience: Mr. Javed Ali Jaffery has a vide knowledge in Finance and Accounts.

10. Name: Mr. Burhanuddin Maksiwala

Qualification: Associate Company Secretary Experience: Mr. Burhanuddin Maksiwala has a vide knowledge in Secretarial and Legal.


53

Corporate Governance The regulations of SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations, 2015 to be entered into with the Stock Exchanges with respect to Corporate Governance will be applicable to the Company immediately upon the listing of its Equity Shares on the Stock Exchange. However, the Company is compliant with the provisions of Corporate Governance of SEBI (LODR) Regulations, 2015 and the details are as follows:

a. Composition of Board of Directors Name of the Director Designation Mr. Mehmood Khan Chairman cum Executive Director Mr. Anis Khan Additional Director Mrs. Anupam Chouksey Non-Executive Director Mrs. Poonam Choukesy Non-Executive Director Ms. Ruchi Sogani Independent Director Mr. Ashok Kumar Rai Independent Director Mr. Radhakrishna Deshraju Additional cum Independent Director Mr. Vijai Singh Bharaktiya Additional cum Independent Director Mr. Javed Ali Jaffery CFO Mr. Burhanuddin Maksiwala Company Secretary and Compliance officer

b. Composition of Audit Committee Name of the Director Designation Mr. Radhakrishna Deshraju Chairperson Mr. Vijai Singh Bharaktiya Member Mr. Mehmood Khan Member Mr. Burhanuddin Maksiwala Secretary

c. Composition of Nomination & Remuneration Committee

Name of the Director Designation

Mr. Vijai Singh Bharaktiya Chairperson Mr. Radhakrishna Deshraju Member Ms. Ruchi Sogani Member

d. Composition of Stakeholders Relationship Committee

Name of the Director Designation Ms. Ruchi Sogani Chairman Mr. Radhakrishna Deshraju Member Mr. Mehmood Khan Member

Change in Board of Directors since the Company’s Inception:

Name Name of the Director Date of Appointment Date of Resignation Anis Khan 13.12.2011 01.08.2012 Khusro Nisar 13.12.2011 24.02.2012 Anupam Chouksey 15.12.2011 NA Vashishtha Mani Tiwari 15.12.2011 10.02.2014 Yusuf Khan 15.12.2011 22.05.2012 Ismile Khan 15.12.2011 24.02.2012 Poonam Chouksey 24.02.2012 NA Mehmood Khan 22.05.2012 01.08.2012


54

Yusuf Khan 25.07.2012 01.08.2012 Anis Khan 05.12.2012 06.06.2014 Mehmood Khan 06.06.2014 NA Mohammed Abbas 01.04.2014 07.06.2015 Ruchi Sogani 29.08.2014 NA Ashok Kumar Rai 29.08.2014 NA Munni Bee Khan 07.06.2015 03.09.2015 Vijai Singh Bharaktiya 22.01.2018 NA Radhakrishana Deshraju 22.01.2018 NA Anis Khan 22.01.2018 NA

Management: The Company is managed, controlled and directed by the Board of Directors. Employees: Upon effectiveness of the Scheme, All employees of the Transferor Company in service on the Effective Date shall become the employees of the Transferee Company on such date without any break or interruption in service and on terms and conditions not less favorable than those on which they are engaged by the Transferor Company as on the Effective Date. The accumulated balances standing to the credit of the employees of the Transferor Company on the Effective Date in the Provident fund, Gratuity fund, Superannuation fund and/or other funds and including any surplus in any such funds created or existing for the benefit of the employees of the Transferor Company shall be identified, determined and transferred to the corresponding funds of the Transferee Company in due course.

10. PROMOTER AND PROMOTER COMPANY:

Below are Promoters and Promoter Companies:

Sr. No. Name of the Promoters

and Promoter Company Brief Profile

1. Mr. Khusro Nisar Mr. Khusro Nisar aged 42 years is the Son-in-law of Mr. Mehmood Khan. He holds Bachelor degree. He has 15 years of experience in the field of trading activities.

2. Mrs. Munni Bee Khan Mrs. Munni Bee Khan aged 55 years is the wife of Mr. Mehmood Khan. She holds Metric degree. She is Housewife.

3. Mr. Mehmood Khan Refer Pg. No. 51 4. Mr. Yusuf Khan Mr. Yusuf Khan aged 55 years holds H.S.S.C degree. He has 30

years of experience in the field of Logistic Industry. 5. Mrs. Farzana Khusro Mrs. Farzana Khusro aged 35 years is the daughter of Mr.

Mehmood Khan. She holds Bachelor degree. She has 10 years of experience in the field of Make-up artist.

6. Mr. Anupam Chouksey Refer Pg. No. 52 7. Mrs. Poonam Chouksey Refer Pg. No. 52 8. Mr. Jay Narayan

Chouksey Mr. Jay Narayan Chouksey aged 69 years holds Bachelor degree. He has 45 years of experience in the field of Education Industry.

9. M/s. Kalchuri Contractors Refer Pg. No. 55


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Ltd 10. M/s. Ananjay Construction

And Contracts Private Limited

Refer Pg. No. 56

11. M/s. Yamini Vyapaar Private Limited

Refer Pg. No. 57

12. M/s. Marium Leasing & Investment Pvt Ltd

Refer Pg. No. 58

Details of Promoter Companies: 1. Kalchuri Contractors Limited Following are the brief details:

Date of Incorporation 14th August, 1986 CIN U45202MP1986PLC003530 ROC Code RoC – Gwalior Registration Number 003530 Address Hall No.- 2, First Floor, Gomantika Parisar, North T. T. Nagar Bhopal MP

462003

Listing Unlisted Nature of Activities Transportation to Various College & Schools PAN No. AADCK0016E Email id [email protected] The Shareholding Pattern as on date of filing of this Information Memorandum is as under:

Category Code

Category of Shareholder Total Number of shares

% of the paid up share capital

1. Promoter 399775 100% 2. Public 0 N.A.

Total 399775 100%

Board of Directors as on date of filing of this Information Memorandum: Sr. No Director Name Designation DIN Date of

Appointment 1 Anupam Chouksey Director 02110273 01/04/1999 2 Shweta Chouksey Additional Director 05301046 03/10/2017 3 Pooja Shree

Chouksey Additional Director 07575058 03/10/2017

Financial Performance The financial results for Kalchuri Contractors Limited for Financial Year 2014-15, 2015-16 and 2016-17 are as follows:

(Amt. in Rs.) PARTICULARS F.Y. 2014-15

(Audited) F.Y. 2015-16


(Audited) Equity Share Capital 997750 997750 3997750



56

Reserves excluding Revaluation reserves

9904144 11061051 15504448

Less :Misc. Expenditure to be written off

- - -

Total 10901894 12058801 19502198 Total Sales 100363053 100609146 122903155 Profit After Tax (PAT) 2625049 1352064 443397 Earnings Per Share (EPS) (in Rs.) 26.31 13.55 3.38 Book Value per share (in Rs.) 26.31 13.55 3.38 Source: Annual report

2. Ananjay Construction and Contracts Private Limited Following are the brief details:

Date of Incorporation 18th June, 2012 CIN U45200MP2012PTC028686 ROC Code RoC – Gwalior Registration Number 028686 Address Shop No. 13, Gomantika Parisar Shopping Complex, Jawahar Chowk

Bhopal - MP – 462003

Listing Unlisted Nature of Activities Constructions PAN No. AAKCA6996J Email id [email protected]

The Shareholding Pattern as on date of filing of this Information Memorandum is as under:

Category Code




Total 20000 100%


Appointment 1 Shweta Chouksey Director 05301046 18/06/2012 2 Pooja Shree Chouksey Additional Director 07575058 03/10/2017

Financial Performance The financial results for Ananjay Construction and Contracts Private Limited for Financial Year 2014-15, 2015-16 and 2016-17 are as follows:




(Audited) Equity Share Capital 200000 200000 200000 Reserves excluding Revaluation reserves

6554001 15604317 18123316

Less :Misc. Expenditure to be written - - -



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off Total 6754001 15804317 18323316 Total Sales 12903900 28197248 14240151 Profit After Tax (PAT) 4718065 9050316 2518999 Earnings Per Share (EPS) (in Rs.) 236 453 126 Book Value per share (in Rs.) 236 453 126 Source: Annual report

3. Yamini Vyapaar Private Limited Following are the brief details:

Date of Incorporation 13th July, 2007 CIN U51109WB2007PTC117176 ROC Code RoC – Kolkata Registration Number 117176 Address 9/12, Lal Bazar Street Mercantile Building Kolkata, WB - 700001

Listing Unlisted Nature of Activities Trading & Services Activities PAN No. AAACY3076B Email id [email protected]


Category Code




Total 315600 100%


Appointment 1 Mohammed Abbas Director 02767513 26/10/2013 2 Mohammed Riyaz Director 02806224 26/10/2013

Financial Performance The financial results for Yamini Vyapaar Private Limited for Financial Year 2014-15, 2015-16 and 2016-17 are as follows:





73336281 73325781 73315281


- - -

Total 76492281 76481781 76471281 Total Sales - - -



58

Profit After Tax (PAT) (10000) (10500) (10500) Earnings Per Share (EPS) (in Rs.) - - - Book Value per share (in Rs.) - - - Source: Annual report

4. Marium Leasing & Investment Private Limited Following are the brief details:

Date of Incorporation 04th January, 1995 CIN U65921MP1995PTC008919 ROC Code RoC – Gwalior Registration Number 008919 Address 19/1, Naroli Arcade, First Floor, Manorama Ganj Near PALASIA Square

Indore, MP – 452010 Listing Unlisted Nature of Activities Investment PAN No. AAECM1574C Email id [email protected]


Category Code




Total 920000 100%


Appointment 1 Mustaque Ahamed Khan Director 00029928 29/03/2017 2 Irfan Khan Director 03320904 14/03/2016

Financial Performance The financial results for Marium Leasing and Investment Pvt. Ltd for Financial Year 2014-15, 2015-16 and 2016-17 are as follows:





(11542437) (11648226) (11704638)


-

Total (2342437) (2448226) (2504638) Total Sales - - - Profit After Tax (PAT) (109256) (105789) (56412) Earnings Per Share (EPS) (in Rs.) (0.12) (0.11) (0.06) Book Value per share (in Rs.) (0.12) (0.11) (0.06)



59

Source: Annual report

11. DIVIDEND HISTORY The Company has not declared any dividend since its inception.

12. DETAILS & FINANCIAL HIGHLIGHTS OF COMPANY


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13. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Our Company was incorporated on 13th December, 2011. The Management’s Discussion and Analysis of Financial Condition and Results of Operations, reflects the analysis and discussion of our financial condition and results of operations for the financial years ended March 31 2017, 2016, 2015 and 2014. BUSINESS OVERVIEW Our Company was incorporated as Parvati Sweetners and Power Limited on 13th December, 2011 under the provisions of the Companies Act, 1956. SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST AUDITED FINANCIAL STATEMENTS In the opinion of the Board of Directors of our Company, since the date of the last audited financial statements i.e. March, 31, 2017, there have not arisen any circumstance that materially or adversely affect or are likely to affect the profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months. FACTORS AFFECTING OUR RESULTS OF OPERATIONS Our business is subjected to various risks and uncertainties which do exist prior to merger. Our results of operations and financial conditions are affected by numerous factors including the following: General economic and business conditions; Company’s inability to successfully implement its growth and expansion plans; Increasing competition in the Industry; Technological changes; Qualified and Experienced Management Team and Staff Scalable Business Model DISCUSSION ON RESULT OF OPERATION The following discussion on results of operations should be read in conjunction with the Audited Financial Results of our Company for the financial years ended March 2017, 2016, 2015 and 2014.

Particulars 31.03.17 31.03.16 31.03.15 31.03.14 Income Revenue from Operations 50,77,40,505 48,30,55,607 26,34,10,627 8,00,86,936 As a % of Total Revenue 98.96% 99.89% 99.89% 98.74% Other Income 53,57,253 5,38,087 2,97,067 10,25,077 As a % of Total Revenue 1.04% 0.11% 0.11% 1.26% Total 51,30,97,758 48,35,93,694 26,37,07,694 8,11,12,013 Expenditure Cost of materials consumed 40,70,47,866 25,04,03,777 23,47,40,282 16,46,75,950 Changes in inventories of finished goods and work-in-progress-(Increase)/Decrease (8,24,03,476) 10,11,74,551 (7,43,37,720) (12,91,40,607) Employee benefit expenses 3,26,94,235 1,32,16,126 75,67,517 28,80,230 Finance cost 2,52,74,965 2,39,41,841 2,16,93,814 89,11,155 Depreciation 3,73,81,632 3,33,06,441 2,69,41,250 80,40,227 Other expenses 7,13,58,826 4,08,64,459 4,16,11,762 2,14,36,624


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Total Expenditure 49,13,54,048 46,29,07,195 25,82,16,905 7,68,03,579 As a % of Total Revenue 95.76% 95.72% 97.92% 94.69% Profit before exceptional items and tax 2,17,43,710 2,06,86,499 54,90,789 43,08,434 As a % of Total Revenue 4.24% 4.28% 2.08% 5.31% Exceptional items 5,99,933 18,65,867 2,87,960 2,87,960 As a % of Total Revenue 0.12% 0.39% 0.11% 0.36% Profit before Extraordinary items and ax 2,11,43,777 1,88,20,632 52,02,829 40,20,474 As a % of Total Revenue 4.12% 3.89% 1.97% 4.96% Extra Ordinary Items - As a % of Total Revenue 0.00% 0.00% 0.00% 0.00% Profit before Tax 2,11,43,777 1,88,20,632 52,02,829 40,20,474 As a % of Total Revenue 4.12% 3.89% 1.97% 4.96% Less: Provision for Taxes: Current Tax 47,85,001 42,57,696 10,89,968 8,19,431 Deferred Tax 74,42,036 65,45,395 16,77,262 11,78,183 Earlier Year Taxes - 1,33,359 Total Tax Expenses 1,22,27,037 1,09,36,450 27,67,230 19,97,614 Profit for the year 89,16,740 78,84,182 24,35,599 20,22,860 As a % of Total Revenue 1.74% 1.63% 0.92% 2.49%

OVERVIEW OF REVENUE & EXPENDITURE REVENUES Income from operations Our principal component of income from operations is Sale of sugar and its by-products. Other Income Our other income includes interest income, profit on sale of assets and other Miscellaneous Income. EXPENDITURE Our expenditure consists primarily purchase of sugarcane which is basic raw material, other operating expenses, finance cost, selling and distribution expenses and employee costs. Because the majority of our expenditure particularly consumption of sugarcane which is purchased from farmers from surrounding area. Our total expenditure as a percentage of our total income was 95.76%, 95.72%, 97.92% and 94.69% for the year 2017, 2016, 2015 and 2014. Raw Materials Consumed Sugarcane is basic raw material for manufacturing of sugar and is the most significant cost to our business. It is purchased from local farmers on current prevailing market rates. Other Expenses Other Expenses comprise of consumption of stores and spares, packing material, power & fuel, loading / unloading charges, cartage, repair and maintenance of plant and machinery, building and others administrative and other expenses such as telephone charges (including lease line charges) travelling expenses, auditors’ fees etc. Employee Cost


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Employee cost is the expenditure incurred on employees and comprises salaries, wages and allowances, contributions to provident and other funds, gratuity payments, staff welfare cost and recruitment and training cost. It also includes payments to retainers and contract labour engaged on a regular basis by us. Finance Costs Our finance costs include interest on term loan, Working Capital, Bank Processing charges and Commission etc. Depreciation and Amortisation Depreciation includes depreciation on tangible assets like building, plant and machinery vehicles etc. and Amortisation of preliminary expenses. Statement of Profits and Loss The table sets forth for the financial years indicated certain items derived from our Company’s audited financial statements in each case stated in absolute terms and as a percentage of total sales and/or total revenue. COMPARISON OF FINANCIAL YEAR ENDED MARCH 31 2017 WITH FINANCIAL YEAR ENDED MARCH 31 2016 INCOME Income from Operations The operating income of the Company for the year ending March 31 2017 is Rs. 5077.41 Lakhs as compared to Rs.4830.56 Lakhs for the year ending March 31 2016 showing an increase of 5.11% which is normal business growth. Other Income Our other income increased by 8.96 times from Rs. 5.38 Lakhs in 2015-16 to Rs. 53.57 Lakhs in 2016-17 due to receipt of insurance claim amounting to Rs. 24.66 Lacs, Rs. 11.94 Lacs on account of harvesting income and Rs. 8.44 other miscellaneous income. EXPENDITURE

Amount in Lacs Particulars 2016-17 2015-16 Variation in %age

Material Consumed 4070.48 2504.03 62.56% Other Expenses 713.59 408.64 74.61% Employee Cost 326.94 132.16 147.38% Finance Cost 252.75 239.42 5.57%

Production vis a vis Raw Materials Consumed Our production and cost of materials consumed has increased by 54.54% and 62.56% respectively in FY 2016-17 over the previous year. The production increased due to better crop during the year.

Amount in Lacs Particulars 2016-17 2015-16 Variation in

%age Sales 5077.41 4830.56 Increase / (decrease) in WIP & FG 824.03 (1011.75)


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Production 5901.44 3818.81 54.54% Material Consumed 4070.48 2504.03 62.56%

Other Expenses Our Other Expenses has increased by 74.62% in FY 2016-17 over the previous year because it is linked with production which has increased during the year. The total production during the year was Rs. 5901.44 Lacs. Employee Cost Our Employee Cost has increased by 147.38% in FY 2016-17 from Rs. 132.16 Lacs to Rs. 326.94 Lacs over the previous year on account of increase in production of sugar. Finance Cost Our Finance Cost has increased by 5.57% in FY 2016-17 over the previous year on account of increase in our borrowings from Banks and Others. Profit before Tax Profit before tax increased by 12.34% from Rs. 188.20 Lakhs in FY 2015-16 to Rs. 211.44 Lakhs in FY year 2016-17 mainly on account of controlling of Expenses and Volume of Business. Profit after Tax Our profit after tax increased by 13.10% from Rs. 78.84 Lakhs in FY 2015-16 to Rs. 89.16 Lakhs in FY 2016-17 on account of controlling of Expenses and increase in business volume. COMPARISON OF FINANCIAL YEAR ENDED MARCH 31 2016 WITH FINANCIAL YEAR ENDED MARCH 31 2015 INCOME Income from Operations The operating income of the Company for the year ending March 31 2016 is Rs. 4830.56 Lakhs as compared to Rs. 2634.11 Lakhs for the year ending March 31 2015 showing a increase of 83.39% due to increase of production as well as sale of inventories. Other Income Our other income increased by 81.13% from Rs. 2.97 Lakhs in 2014-15 to Rs. 5.38 Lakhs in 2015-16. This was primarily due to increase in profit on sale as well as interest on deposits. EXPENDITURE


%age Material Consumed 2504.03 2347.40 6.67% Other Expenses 408.64 416.12 (1.80)% Employee Cost 132.16 75.67 74.64% Finance Cost 239.42 216.93 10.36%

Production vis a vis Raw Materials Consumed Our cost of materials consumed has decreased by 6.67% in FY 2015-16 over the previous year mainly on account of prudent use of Materials.


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%age Sales 4830.56 2634.11 Increase / (decrease) in WIP & FG (1011.75) 743.38 Production 3818.81 3377.48 13.07% Material Consumed 2504.04 2347.40 6.67%

Other Expenses Our Other Expenses has decreased by 1.80% in FY 2015-16 over the previous year due to control on direct exp. Employee Cost Our Employee Cost has increased by 74.64% in FY 2015-16 over the previous year on account of increase in due to it is linked with production of sugar. Finance Cost Our Finance Cost has increased by 10.36% in FY 2015-16 over the previous year on account of increase in our borrowings from Banks and Others. Profit before Tax Profit before tax increased by 261.74% from Rs. 52.02 Lakhs in FY 2014-15 to Rs. 188.20 Lakhs in FY year 2015-16 mainly on account of controlling of Material Expenses as well as indirect expenses. Profit after Tax Our profit after tax increased by 223.71% from Rs. 23.36 Lakhs in FY 2014-15 to Rs. 78.84 Lakhs in FY 2015-16 due to increase in business volume. COMPARISON OF FINANCIAL YEAR ENDED MARCH 31 2015 WITH FINANCIAL YEAR ENDED MARCH 31 2014 INCOME Income from Operations The operating income of the Company for the year ending March 31 2015 is Rs. 2634.11 Lakhs as compared to Rs. 800.87 Lakhs for the year ending March 31 2014 showing a increase of 228.91% and such increase was due to increase in production since the company was operative during full sugar season. Other Income Our other income decreased by 71.02% from Rs. 10.25 Lakhs in 2013-14 to Rs. 2.97 Lakhs in 2014-15. This was primarily due to decrease in interest on FDR. EXPENDITURE

Amount in Lacs Particulars 2014-15 2013-14 Variation in %age Material Consumed 2347.40 1646.76 42.55% Other Expenses 416.12 214.37 94.12% Employee Cost 75.67 28.80 162.74% Finance Cost 216.93 89.11 143.45%


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Production vis a vis Raw Materials Consumed Our cost of materials consumed has increased by 42.55% in FY 2014-15 over the previous year mainly on account of increase in production as well as in business volume.

Amount in Lacs Particulars 2014-15 2013-14 Variation in %age Sales 2634.11 800.87 Increase / (decrease) in WIP & FG 743.38 1291.41 Production 3377.48 2092.28 61.43% Material Consumed 2347.40 1646.76 42.55%

Other Expenses Our Other Expenses has increased by 94.12% in FY 2014-15 over the previous year since it is liked with production and company’s turnover was increased by 3 times. Employee Cost Our Employee Cost has increased by 162.74% in FY 2014-15 over the previous year on account of increase in our manpower strength, increase in remuneration and well as labour charges which is directly linked with production. Finance Cost Our Finance Cost has increased by 143.45% in FY 2014-15 over the previous year on account of increase in our borrowings from Banks and Others. Profit before Tax Profit before tax increased by 29.41% from Rs. 40.20 Lakhs in FY 2013-14 to Rs. 52.03 Lakhs in FY year 2014-15 mainly on account of increase in business volume. Profit after Tax Our profit after tax increased by 20.40% from Rs. 20.23 Lakhs in FY 2013-14 to Rs. 24.36 Lakhs in FY 2014-15 on account of increase in business volume.

14. OUTSTANDING LITIGATIONS, DEFAULTS AND MATERIAL DEVELOPMENTS The Scheme provides that upon the coming into effect of the Scheme, all legal, taxation, suit, writ petition, appeal, revision or other proceedings of whatever nature (hereinafter called the "Proceedings") by or against the Transferor Company be pending, the same shall not abate, be discontinued or be in any way prejudicially affected by reason of the transfer of the Undertaking of the Transferor Company or of anything contained in the Scheme, but the proceedings may be continued, prosecuted and enforced by or against the Transferee Company in the same manner and to the same extent as it would be or might have been continued, prosecuted and enforced by or against the Transferor Company as if the Scheme had not been made. LITIGATIONS BY AND AGAINST PARAVATI SWEETNERS AND POWER LIMITED 1. There are no civil and criminal proceedings filed by and against our Company. 2. There is no Income tax proceedings filed against our Company by the Income Tax department. 3. There is no Income tax proceeding filed by our Company against the Income Tax department. 4. There are no civil and criminal proceedings filed by and against the Promoters and Directors of our

Company.


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5. There is no Income tax proceeding filed by the Promoters and Directors of our Company by the Income Tax department.

6. There is no Income tax proceeding filed by the Promoters and Directors of our Company against the Income Tax department.

7. There are no civil and criminal proceedings filed by and against the Group Companies. 8. There is no Income tax proceedings filed against Group Companies by the Income Tax department. 9. There is no Income tax proceeding filed by Group Companies against the Income Tax department. LITIGATIONS BY AND AGAINST DOLLEX INDUSTRIES LIMITED (DIL) 1. There are no civil and criminal proceedings filed by and against DIL. 2. There is no Income tax proceedings filed against DIL by the Income Tax department. 3. There is no Income tax proceeding filed by DIL against the Income Tax department.

15. GOVERNMENT APPROVALS Pursuant to the Scheme, Dollex Industries Limited stands transferred and vested into Parvati Sweetners and Power Limited as a going concern w.e.f. Appointed Date i.e. 1st April, 2015. Being in existence for several years, Dollex Industries Limited has got all approvals and government permissions. Further, pursuant to the Scheme, all permits, quotas, rights, entitlement, industrial and other licenses, bids, tenders, letter of intent, expression of interest, development rights (whether vested or potential and whether under agreements or otherwise), patents, copyrights, records, designs or relevant intellectual property rights in the aforesaid, municipal permissions, approvals, consents, subsidies, tendencies in relation to the offices, and/or residential property for the employees, privileges, income tax benefits such as exemptions under the Income Tax Act, 1961 (or any statutory modifications or re-enactment thereof for the time being in force), all other rights, including sales tax deferrels and exemptions and other benefits, lease rights, prospecting license, receivables and liabilities related thereto, licence power and facility of every kind, nature and description whatsoever, rights to use and avail of telephones, telefax, facsimile connection and installations, utilities, electricity and other services, provisions and benefits of all agreements, contracts, and arrangements and all other interest in connection with or relating to business associated to Dollex Industries Limited shall stand transferred to and vested in or be deemed to be transferred to and vested in PSPL as if the same were originally given or issued to or executed in favour of the PSPL, and the rights and benefits under the same shall be available to PSPL.

16. MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF PARVATI SWEETNERS AND

POWER LIMITED

Table ‘F’ not to apply The regulations contained in these Articles of Association shall overrule the regulations contained in Table “F” in the Schedule I to the Companies Act, 2013. The Articles of Association referred to in this paragraph shall be subject to any exercise of the statutory power of the Company in reference to the repeal or alteration thereof, or addition to its regulations by special resolution, as prescribed by the Act, and the Articles of Association shall refer to the Article as existing from time to time. The Main provisions of Articles of Association of PSPL are as follows: Article 4 Provides that: The Authorized Share Capital of the Company is as stated in Clause V of the Memorandum of Association of the Company with the power to increase or reduce such capital from time to time in accordance with the Articles and the legislative provisions for the time being in force in this behalf and with the power also to


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divide the shares in the capital for the time being into equity share capital and preference share capital and to attach thereto respectively any preferential, qualified or special rights, privileges or conditions, in accordance with the provisions of the Act and these Articles. Article 5 Provides that: Except in so far as otherwise provided by the conditions of issue or by these Articles, any capital raised by the creation of new shares, shall be considered as part of the existing capital and shall be Subject to the provisions herein contained with reference to the payment of calls and instalments, Forfeiture, lien, surrender, transfer and transmission, voting and otherwise. Article 6 Provides that: Subject to the provisions of the Act and these Articles, the shares in the capital of the Company shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par and at such time as they may from time to time think fit. Article 7 Provides that: Subject to the provisions of the Act and these Articles, the Board may issue and allot shares in the capital of the Company on payment or part payment for any property or assets of any kind whatsoever sold or transferred, goods or machinery supplied or for services rendered to the Company in the conduct of its business and any shares which may be so allotted may be issued as fully paid-up or partly paid-up otherwise than for cash, and if so issued, shall be deemed to be fully paid-up or partly paid-up shares, as the case may be, if the price of such shares is determined by the valuation report of a registered valuer and such issuance and allotment is approved by a special resolution of the shareholders of the Company. Article 9 Provides that: Subject to the provisions of these Articles and of the Act, the Company shall have power to issue Preference Shares which may, at the option of the Company, be liable to be redeemed out of the profits or out of the proceeds of a fresh issue of Shares made for the purposes of such redemption. The Board may, subject to the provisions of the Act and the rules made there under, exercise such power in such manner as it may think fit. Article 10 Provides that: A further issue of shares may be made in any manner whatsoever as the Board may determine including by way of preferential offer or private placement or by any other manner, subject to and in accordance with the Act and the Rules; to:- a. persons who, at the date of offer, are holders of equity shares of the Company; such offer shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person; or b. employees under any scheme of employees’ stock option, subject to approval by the shareholders of the Company by way of passing a resolution; or c. any persons, whether or not those persons include the persons referred to in clause (a) or clause (b) above, subject to approval by the shareholders of the Company by way of passing a resolution. Article 11 Provides that: Subject to the provisions of the Act and other applicable provisions of law, the Company may with the approval of the shareholders by passing requisite resolution in general meeting issue sweat equity shares in accordance with such rules and guidelines issued by the Securities and Exchange Board of India and/or other


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competent authorities for the time being and further subject to such conditions as may be prescribed in that behalf.

Article 12 Provides that: Subject to the provisions of the Act and other applicable provisions of law, any debentures, debenture-stocks, bonds or other securities may be issued at par or at a premium or otherwise and with any special privileges, as to redemption, surrender, drawings, allotment of Shares, appointment of Directors and otherwise, debentures, debenture-stocks, bonds or other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued. Provided that the debentures, debenture-stock, bonds or other securities with the right to allotment of the or conversion into Shares shall not be issued except with the consent of the Company in a general meeting or through postal ballot subject to provisions of Section 71 of the Act. Article 13 Provides that: Subject to the provisions of the Act and the Companies (Share Capital and Debentures) Rules, 2014 or any statutory modification or re-enactment thereof, Share certificates and duplicate thereof shall be issued under the Seal of the Company, if any, which shall be affixed in the presence of, and signed by: a. two Directors duly authorized by the Board for the purpose or the Committee of the Board if so authorized by the Board; and b. the Secretary or some other person appointed by the Board for the purpose, all of whom shall sign such Share certificate provided that, if the composition of the Board permits of it, at least one of the aforesaid two Directors shall be a person other than a Managing or Whole time Director; c. A director shall be deemed to have signed the Share certificate by affixing his signature thereon by means of any machine, equipment or other mechanical means such as engraving in metal or lithography or digitally signed, but not by means of a rubber stamp, provided that the director, shall be responsible for the safe custody of such machine, equipment or other material used for the purpose; d. Every certificate shall specify the shares to which it relates and the amount paid-up thereon. Article 14 Provides that: Every Member shall be entitled free of charge to one certificate for all the Shares of each class registered in his name, or, if the Board so approves to several certificates each for one or more of such Shares. Such certificate shall be issued in accordance with the provisions of the Act and Rules. In respect of any Shares held jointly by several Persons, the Company shall not be bound to issue more than one certificate and delivery of a certificate to one of several joint holders shall be sufficient delivery to all such holders. Article 15 Provides that: Every certificate under this Article shall be issued without any fee or on payment of such other fees as may be fixed by the Board from time to time in accordance with the Act, in the following situations- a. Sub-division and consolidation of Share and debenture certificates and for sub-division of letters of allotment and split, consolidation, renewal and pucca transfer receipts into denominations corresponding to the market unit of trading; b. Sub-division of renounceable Letters of Right; c. Issue of new certificates in replacement of those which are old, decrepit, defaced, mutilated, torn or worn-out or where there be no further space on the back for endorsement of transfer, then upon production and surrender thereof to the company, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the Company and on execution of such indemnity as the Company deem adequate ; d. Registration of any Power of Attorney, Probate, Letter of Administration or similar other documents.


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Article 16 Provides that: Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by, or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by the Articles or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder. Article 17 Provides that: The Company may exercise the powers of paying commissions conferred by the Act, to any person in connection with the subscription to its securities, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Act and the rules and the rate shall not exceed as prescribed in the Act and the rules. ii. Mode of payment of commission: The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in the one way and partly in the other. Article 18 Provides that: If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of the Act, and whether or not the Company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class, as prescribed under the Act and provisions herein after contained as to general meetings shall mutatis-mutandis, apply to every such meeting. Article 19 Provides that: The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. Article 21 Provides that: Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialize its shares, debentures and other securities and to offer any shares, debentures or other securities proposed to be issued by it for subscription in a dematerialised form and on the same being done, the Company shall further be entitled to maintain a register of members/debenture-holders/other security holders with the details of members/debenture-holders/other security-holders holding shares, debentures or other securities both in materialised and dematerialised form in any media as permitted by the Act. Article 22 Provides that: In the case of transfer of shares, debentures or other securities where the Company has not issued any certificates and where such shares, debentures or other securities are being held in an electronic and fungible form, the provisions of the Depositories Act, 1996 shall apply. Provided that in respect of the shares and securities held by the Depository on behalf of a beneficial owner, provisions of Section 9 of the Depositories Act, 1996, shall apply so far as applicable. Article 23 Provides that: Save as herein otherwise provided, the Company shall be entitled to treat the person whose name appears as the beneficial owner of the shares, debentures and other securities in the records of the Depository as the absolute owner thereof as regards receipt of dividends or bonus on shares, interest/premium on debentures and other securities and repayment thereof or for service of notices and all or any other matters connected with the Company and accordingly the Company shall not (except as ordered by a court of competent


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jurisdiction or as by law required and except as aforesaid) be bound to recognise any benami trust or equity or equitable, contingent or other claim to or interest in such shares, debentures or other securities as the case may be, on the part of any other person whether or not it shall have express or implied notice thereof. Article 24 Provides that: Notwithstanding anything to the contrary contained in the Act or these Articles, a depository shall be deemed to be the registered owner for the purpose of affecting transfer of ownership of the security on behalf of the beneficial owner. The depository as the registered owner of the securities shall not have any voting rights or any other in respect of the securities held by it. Article 25 Provides that: Except as specifically provided in these Articles, the provisions relating to joint holders of shares, calls, lien on shares, forfeiture of shares and transfer and transmission of shares shall be applicable to shares held in electronic form so far as they apply to shares in physical form subject however to the provisions of the Depositories Act, 1996. Article 26 Provides that: The Company shall have a first and paramount lien- a. on every share (not being a fully paid share), for all monies (whether presently payable or not) called, or payable at a fixed time, in respect of that share; and b. on all shares (not being fully paid shares) standing registered in the name of a single person, for all monies presently payable by him or his estate to the Company. Provided that the Board may at any time declare any share to be wholly or in part exempt from the provisions of this clause. Article 27 Provides that: Such lien shall extend to all dividends from time to time declared in respect of such Share subject to the provisions of Section 124 of the Act and also to bonus declared on the shares. Unless otherwise agreed, the registration of a transfer of a Share shall operate as waiver of the Company’s lien if any, on such Share. Article 28 Provides that: The company may sell, in such manner as the Board thinks fit, any shares on which the Company has a lien for the purpose of enforcing the same provided that, no sale shall be made: (a) Unless a sum in respect of which the lien exists is presently payable; or (b) Until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency; For the purpose of such sale, the Board may cause to be issued a duplicate certificate in respect of such shares and may authorize one of their members to execute a transfer thereof on behalf of and in the name of such members. The Board may authorise some person to transfer the shares sold to the purchaser thereof. Article 29 Provides that: The purchaser shall be registered as the holder of the shares comprised in any such transfer and shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. Article 30 Provides that: The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable. The residue, if any, shall, subject to a like


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lien for sums not presently payable as existed upon the shares before the sale, be paid to the person entitled to the shares at the date of the sale. Article 31 Provides that: The provisions of these Articles relating to lien shall mutatis mutandis apply to any other securities including debentures of the Company.

Article 32 Provides that:

i.Power to make calls:- The Board may, from time to time, make calls upon the members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times: Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one month from the date fixed for payment of the last preceding call.

ii.Notice of call:- Each member shall, subject to receiving at least fourteen days’ notice specifying the time or times and place of payment, pay to the Company, at the time or times and place so specified, the amount called on his shares.

iii.Board may extend time for payment:- The Board may, from time to time, at its discretion, extend the time fixed for the payment of any call in respect of one or more members as the Board may deem appropriate in any circumstances.

iv.Calls to take effect from date of resolution:- A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be required to be paid by instalments.

v.Liability of Joint share holders:- The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

vi.When interest on call payable:- If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual payment at ten per cent per annum or at such lower rate, if any, as the Board may determine.

vii.Board may waive interest:- The Board shall be at liberty to waive payment of any such interest wholly or in part.

viii.Sums deemed to be calls:- Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall, for the purposes of these Articles, be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable.

ix.Effect of non-payment of sums:- In case of non-payment of such sum, all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

x.Payment in anticipation of call may carry interest:- The Board a. May, if it thinks fit, receive from any member willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares held by him; and b. upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently payable) pay interest at such rate not exceeding, unless the Company in general meeting shall otherwise direct, twelve per cent per annum, as may be agreed upon between the Board and the member paying the sum in advance. Nothing contained in this clause shall confer on the member (i) any right to participate in profits or dividends or (ii) any voting rights in respect of the moneys so paid by him until the same would, but for such payment, become presently payable by him.


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Article 33 Provides that: On the trial or hearing of any action or suit brought by the Company against any shareholder or his representatives to recover any debt or money claimed to be due to the Company in respect of his Share, it shall be sufficient to prove that the name of the defendant is or was, when the claim arose, on the Register as a holder, or one of the holders of the number of Shares in respect of which such claim is made, and that the amount claimed is not entered as paid in the books of the Company and it shall not be necessary to prove the appointment of the Board who made any call, nor that a quorum was present at the Board meeting at which any call was made nor that the meeting at which any call was made was duly convened or constituted nor any other matter whatsoever but the proof of the matters aforesaid shall be conclusive evidence of the debt. Article 34 Provides that: The instrument of transfer shall be in writing and all the provisions of Section 56 of the Act and the Companies (Share Capital and Debentures) Rules, 2014 shall be duly complied with in respect of all transfers of Shares and the registration thereof. The instrument of transfer of any share in the Company which is in physical form shall be executed by or on behalf of both the transferor and transferee. The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof. The instrument of transfer shall be in the form prescribed by the Act and the Companies (Share Capital and Debentures) Rules 2014, made there under. Article 35 Provides that: The Company shall not register a transfer of shares in, or debentures of the Company held in physical form unless a proper instrument of transfer duly stamped and executed by or on behalf of the transferor and transferee and has been delivered to the Company along with the certificates relating to the shares or debentures, or if no such certificate is in existence, along with the letter of allotment of the shares or debentures: Provided that where on an application in writing made to the Company by the transferee and bearing the stamp required for an instrument of transfer, it is proved to the satisfaction of the Board that the instrument of transfer signed by or on behalf of the transferor and by or on behalf of the transferee has been lost or where the instrument of transfer has not been delivered within the prescribed period, the Company may register the transfer on such terms as to indemnity as the Board may think fit: Provided further that nothing in this Article shall prejudice any power of the Company to register as shareholder or debenture holder any person to whom the right to any shares in, or debentures of, the Company has been transmitted by operation of law. Article 36 Provides that Subject to the provisions of these Articles, and of Section 58 of the Act and any statutory modification(s), the Board may, subject to the right of appeal conferred by the Act decline to register the transfer of a share, not being a fully paid up share, to a person of whom they do not approve or any transfer of shares on which the Company has a lien. Article 37 Provides that: A transfer of the shares or other interest in the Company of a deceased member thereof made by his legal representatives shall, although the legal representative is not himself a member be as valid as if he had been a member at the time of the execution of the instrument of transfer. Article 38 Provides that:


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Where the application is made by the transferor and relates to partly paid shares, the transfer shall not be registered, unless the Company gives notice of the application to the transferee and the transferee makes no objection to the transfer within two weeks from the date of receipt of the notice: For the purpose of above clause notice to the transferee shall be deemed to have been duly given if it is dispatched by pre-paid registered post to the transferee at the address given in the instrument of transfer, and shall be deemed to have been duly delivered upon the expiry of seven days from the date of dispatch.

Article 39 Provides that: In case of shares held in physical form, the Board may decline to recognise any instrument of transfer unless: a. the instrument of transfer is in the form as prescribed in the Rules or under the Act b. the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and c. the instrument of transfer is in respect of only one class of shares. Article 40 Provides that: If the Company refuses to register the transfer of any share pursuant to these Articles, it shall within thirty days from the date on which the instrument of transfer was delivered to the Company send notice of refusal to the transferee and transferor. Article 41 Provides that: No transfer shall be made to a person of unsound mind. However, transfer of fully paid up shares can be made in the name of a minor if he is represented by his lawful guardian. Article 42 Provides that: Every instrument of transfer shall be left at the Office for registration, accompanied by the certificate of the Share to be transferred or, if no such certificate is in existence, by the Letter of Allotment of the Share and such other evidences as the Board may require to prove the title of the transferor or his right to transfer the Share. Every instrument of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Board may refuse to register, shall be returned to the person depositing the same. Article 43 Provides that: No fee shall be payable to the Company in respect of transfer or transmission of any Shares in the Company. Article 44 Provides that: The Company may, after giving not less than seven days’ previous notice by advertisement in some newspaper circulating in the district in which the registered office of the Company is situate, close the register of members or the register of debenture-holders or other security holders for any period or periods not exceeding in the whole forty-five days in each year, but not exceeding thirty days at any one time. Article 45 Provides that: The provisions of these Articles relating to transfer of shares shall mutatis mutandis apply to any other securities including debentures of the Company. Article 46 Provides that: The executor or administrator of a deceased Member (not being one of several joint-holders) shall be the only person recognized by the Company as having any title to the Shares registered in the name of such Member, and in case of the death of any or more of the joint-holders of any registered Share, the survivor


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shall be the only person recognized by the Company as having any title to or interest in such Share, but nothing herein contained shall be taken to release the estate of a deceased joint- holder from any liability on the Share held by him jointly with any other person. Before recognizing any executor or administrator, the Board may require him to obtain a Grant or Probate or Letters of Administration or other legal representation, as the case may be from a competent Court in India, provided nevertheless that in any case where the Board in its absolute discretion thinks fit it shall be lawful for the Board to dispense, Letters of Administration or such other legal representation upon such terms as to indemnity, as it considers proper. Article 47 Provides that:

i.Right to election of holder of share:- If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects.

ii.Manner of testifying election:- If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share.

iii.Limitations applicable to notice:- All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member. Article 48 Provides that: A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company: Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share, until the requirements of the notice have been complied with. Article 49 Provides that: The provisions of these Articles relating to transmission by operation of law shall mutatis mutandis apply to any other securities including debentures of the Company. Article 50 Provides that: If a member fails to pay any call, or instalment of a call, on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued by the company by reason of such non payment. Article 51 Provides that: The notice aforesaid shall: a. name a further day (not being earlier than the expiry of fourteen days) from the date of service of the notice) and the place or places on and at which such call or installment and such interest and expenses aforesaid are to be paid; b. the notice shall also state that, in the event of non-payment on or before the day so named, the shares in respect of which the call was made shall be liable to be forfeited.


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Article 52 Provides that: If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. Article 53 Provides that: When any share shall have been so forfeited, notice of the forfeiture shall be given to the defaulting member and an entry of the forfeiture with the date thereof, shall forthwith be made in the register of members but no forfeiture shall be invalidated by any omission or neglect or any failure to give such notice or make such entry as aforesaid. Article 54 Provides that: The forfeiture of a share shall involve extinction at the time of forfeiture, of all interest in and all claims and demands against the Company, in respect of the share and all other rights incidental to the share. Article 55 Provides that: Any Share so forfeited shall be deemed to be the property of the Company and the Board may sell, re- allots or otherwise dispose of the same in such manner as it thinks fit. Article 56 Provides that: At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit. Article 57 Provides that: A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the Company all monies which, at the date of forfeiture, were presently payable by him to the Company in respect of the shares. All such monies payable shall be paid together with interest thereon at such rate as the Board may determine, from the time of forfeiture until payment or realisation. The Board may, if it thinks fit, but without being under any obligation to do so, enforce the payment of the whole or any portion of the monies due, without any allowance for the value of the shares at the time of forfeiture or waive payment in whole or in part. Article 58 Provides that: A duly verified declaration in writing that, the declarant is a Director, Manager or Secretary of the Company and has been authorized by a Board Resolution to act as declarant and that certain Shares in the Company have been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all Persons claiming to be entitled to the Shares, and such declaration and the receipt of the Company for the consideration, if any, given for the Shares on the sale or disposition thereof shall constitute a good title to such Shares and the Person to whom any such Share is sold shall be registered as the holder of such Share and shall not be bound to see the application of purchase money, nor shall his title to such Share be affected by any irregularity or invalidity in the proceedings in reference to such forfeiture, sale or disposal. Article 59 Provides that: Upon any sale after forfeiture or for enforcing a lien in exercise of the powers hereinabove given, the Board may, if necessary, appoint some person to execute an instrument for transfer of the shares sold and cause the purchaser’s name to be entered in the register of members in respect of the shares sold and after his name has been entered in the register of members in respect of such shares the validity of the sale shall not be impeached by any person.


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Article 60 Provides that: Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the certificate(s), if any, originally issued in respect of the relative shares shall (unless the same shall on demand by the Company has been previously surrendered to it by the defaulting member) stand cancelled and become null and void and be of no effect, and the Board shall be entitled to issue a duplicate certificate(s) in respect of the said shares to the person(s) entitled thereto. Article 61 Provides that: The Board may, subject to the provisions of the Act, accept a surrender of the shares for any forfeited share from or by any member desirous of surrendering on such terms as they think fit. Article 62 Provides that: The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified. Article 63 Provides that: The provisions of these Articles relating to forfeiture of shares shall mutatis mutandis apply to any other securities including debentures of the Company. Article 64 Provides that: The Company may, from time to time, by ordinary resolution increase the share capital by such sum, to be divided into shares of such amount, as may be specified in the resolution. Article 65 Provides that: Subject to the provisions of the Act, the company may, by ordinary resolution- a. consolidate and divide all or any of its share capital into shares of larger amount than its existing shares b. convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination c. sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum d. cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person. Article 67 Provides that: The Company may, by special resolution, reduce in any manner and with, and subject to, any incident authorised and consent required by law: a. its share capital; b. any capital redemption reserve account; or c. any share premium account. Article 68 Provides that: Any general meeting may resolve that any moneys, investments, or other assets forming part of the undivided profits of the Company standing to the credit of the reserves, or any capital redemption reserve accounts, or in the hands of the Company and available for dividend or representing premiums received on the issue of Shares and standing to the credit of the securities premium account be entitled and distributed amongst such of the shareholders as would be entitled to receive the same if distributed by way of dividend and in the proportions on the footing that they become entitled thereto as capital and that all or any part of such capitalized fund be applied on behalf of such shareholders in paying up in full of any unissued Shares,


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of the Company which shall be distributed accordingly or in or towards payment of the uncalled liability on any issued Shares, or towards both and that such distribution or payment shall be accepted by such shareholders in full satisfaction of their interest in the said capitalized sum. Provided that any sum standing to the credit of a securities premium account or a capital redemption reserve account may, for the purpose of this Article only be applied in the paying up of unissued Shares to be issued to Members of the Company as fully paid bonus Shares. Article 69 Provides that: Whenever such a resolution as aforesaid shall have been passed, the Board shall: a. make all appropriations and applications of the undivided profits resolved to be capitalized thereby, and all allotments and issues of fully paid shares if any; and b. generally do all acts and things required to give effect thereto Article 70 Provides that: For the purpose of giving effect to any resolution under the two last preceding Articles hereof the Board may settle any difficulty which may arise in regard to the distribution as it thinks expedient and in particular may issue fractional certificates, and may determine that cash payments shall be made to any Members upon the footing of the value so fixed for such fractional certificate in order to adjust the rights of all parties and may vest such cash or for such fractional certificates in trustees upon such trusts for the persons entitled to the dividend or capitalized funds as may seem expedient to the Board. Where requisite, a proper contract shall be filled in accordance with Section 39 of the Act, and the Board may appoint any person to sign such contract on behalf of the person entitled to the dividends or capitalized fund, and such appointment shall be effective. Article 73 Provides that: The Board shall, every year, convene or authorise convening of a meeting of its members call the “Annual General Meeting” In addition to any other meetings, of the Company to transact items of ordinary business specifically required to be transacted at an AGM as well as special business, if any, and shall be held within such intervals as are specified in the Act, during such business hours and places as may be determined by the Board under the provisions of the Act or the Rules made there under. If the Board fails to convene its Annual General Meeting in any year, any member of the Company may approach the authority as prescribed under the Act, which may then direct the calling of annual general meeting of the company. Article 74 Provides that: All general meetings other than annual general meeting shall be called extraordinary general meeting. The Board may, whenever it thinks fit, call an extraordinary general meeting of the Company. If at any time Directors capable of acting who are sufficient in number to form a quorum are not within India, any Director or any two members of the Company may call an extraordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board. Article 75 Provides that: I) Subject to the provisions of Section 111 of the Act, the Company shall on the requisition in writing of such number of members who holds, on the date of receipt of the requisition, not less than one-tenth of the such paid up share capital of the company as on the date carries the right of voting or as hereinafter specified and (unless the General Meeting otherwise resolves) at the expense of the requisitionists:- a. Give to the members of the Company entitled to receive notice of the next Annual General Meeting, notice of any resolution which may properly be moved and is intended to be moved at that meeting. b. circulate to members entitled to have notice of any general meeting sent to them any statement with respect to the matter referred to in any proposed resolution or any business to be dealt with at that meeting.


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II) The Company shall not be bound under this Article to give notice of any resolution or to circulate any statement unless:-

i.A copy of the requisition signed by the requisitionists (or two or more copies which between them contain the signature of all the requisitionists) is deposited at the registered office of the Company.

ii.in the case of requisition, requiring notice of resolution, not less than six weeks before the meeting; iii.in the case of any other requisition, not less than two weeks before the meeting; iv.There is deposited or tendered with the requisition sum reasonably sufficient to meet the Company expenses

in giving effect thereto. Provided that if after a copy of the requisition requiring notice of a resolution has been deposited at the registered office of the Company and an Annual General Meeting is called for a date six weeks or less after such copy has been deposited, the copy although not deposited within the time required by this clause, shall be deemed to have been properly deposited for the purposes also thereof. III) The Company shall also not be bound under this Article to circulate any statement if, on the application either of the Company or of any other person who claims to be aggrieved, The Central Government, by order, declare that the rights conferred by this Article are being abused to secure needless publicity for defamatory matter. Article 76 Provides that: Save as permitted under Section 101 of the Act, a General Meeting of the Company may be called by giving not less than clear twenty one days’ notice either in writing or through electronic mode. Notice of every meeting shall be given to the Members and such other person or persons as required under and in accordance with Section 101 of the Act and it shall be served in the manner authorized by Sections 20 and 101 of the Act and the Rules made under the Act. A general meeting may be called after giving a shorter notice if consent is giving in writing or by electronic mode by not less than ninety five percent of the members entitled to vote at such meeting. Article 77 Provides that: The ordinary business of an Annual General Meeting shall be to receive and consider the financial statements, including consolidated financial statements and the reports of the Directors and the Auditors thereon, to elect Directors in the place of those retiring, to appoint Auditors and fix their remuneration and to declare dividends. All other business transacted at an Annual General Meeting and all business transacted at any other General Meeting shall be deemed to be special business. Article 78 Provides that: No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Quorum for the meeting shall be determined in accordance with Section103 of the Act. Article 79 Provides that: If within half-an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened by requisition of Members shall be cancelled, but in any other case it shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such time and place as the Board may by notice appoint and if at such adjourned meeting a quorum is not present within half-an hour from the time appointed for holding the meeting those Members, who are present and not being less than two shall be quorum and may transact the business for which the meeting was called. Article 80 Provides that: The accidental omission to give such notice as aforesaid to or non-receipt thereof by any member or other person to whom it should be given, shall not invalidate the proceedings of any such meeting.


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Article 81 Provides that: Any act or resolution which, under the provisions of these Articles or of the Act, is permitted or required to be done or passed by the Company in General Meeting or through postal ballot shall be sufficiently so done or passed if effected by an ordinary resolution as defined in Section 114(1) of the Act unless either the Act or these Articles specifically require such act to be done or resolution passed by a Special Resolution as defined in Section 114(2) of the Act. Article 82 Provides that: The Chairman of the Board shall be entitled to take the chair at every general meeting (“Chairman”). If there is no such Chairman, or if at any meeting he is not present within fifteen minutes after the time appointed for holding such meeting, the Directors present shall choose another Director as Chairman, and if no Directors is present, or if all the Directors present decline to take the Chair, then the Members present shall, on a show of hands or on a poll if properly demanded, elect one of their numbers being a Member entitled to vote, to be the Chairman. Article 83 Provides that: At any general meeting a resolution put to the vote of the meeting shall unless a poll is demanded under Section 109 of the Act or voting is carried out electronically, be decided on a show of hands in accordance with Section 107 of the Act and the Companies (Management and Administration) Rules, 2014. In the case of an equality of votes, the Chairman shall both on a show of hands and at the poll have a casting vote in addition to the vote or votes to which he may be entitled as a member. Article 84 Provides that: A declaration by the Chairman that on an evidence of the show of hands a resolution has or has not been carried, either unanimously or by a particular majority, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact, without proof of the number or proportion the votes cast in favour of or against such resolution. Article 85 Provides that:

i.Before or on the declaration of the result of voting on any resolution on a show of hands, a poll may be ordered to be taken by the Chairman of his own motion and shall be ordered to be taken by him on a demand made in that behalf by a Member or Members present in person or by Proxy and holding Shares in the Company conferring their powers to vote on such resolution, being Shares which is not less than one tenth of the total voting power in respect of the resolution or on which the aggregate sum of not less than Rupees Five Lac has been paid up.

ii.If a poll be demanded as aforesaid it shall be taken forthwith on a question of adjournment or election of a Chairman and in any other case in such manner and at such time, not being later than forty-eight hours from the time, when the demand was made, and at such place as the Chairman directs, and subject as aforesaid, either at once or after an interval or adjournment or otherwise, and the results of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was demanded.

iii.The demand of a poll may be withdrawn at any time by the person or persons who made the demand. iv.Where a poll is to be taken, the Chairman in accordance with the provisions of the Act and The Companies

(management and administration) rules 2014 shall appoint scrutinizer(s) not being an officer or employee of the company to scrutinize the votes given on the poll and report to him thereon.

v.On a poll a Member entitled to more than one vote, or his Proxy or other person entitled to vote for him, as the case may be, need not, if he votes, use all his votes or cast in the same way all the votes he uses.

vi.The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

vii.No business shall be discussed or transacted at any general meeting whilst the chair is vacant, except election


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of Chairperson. Article 87 Provides that: The Chairperson may with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place. Article 88 Provides that: No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. Article 89 Provides that: When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Article 90 Provides that: Save as aforesaid, and as provided in the Act, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. Article 91 Provides that: Where a resolution is passed at an adjourned meeting of the Company, the resolution for all purposes be treated as having been passed on the date on which it was in fact passed and shall not be deemed to have been passed on any earlier date. Article 92 Provides that: Subject to any rights or restrictions for the time being attached to any class or classes of shares-

i.on a show of hands, every member present in person shall have one vote; and

ii.on a poll, the voting rights of members shall be in proportion to their share in the paid-up equity share capital of the Company. The voting rights of every Member holding preference Shares, if any, shall upon a show of hands or upon a poll be subjected to the provisions, limitations and restrictions laid down in the Act. Provided that no Body corporate shall vote by Proxy so long as resolution of its Board of Directors under the provisions of Section 113 of the Act is in force and the person named in such resolution is present at the General Meeting at which the vote by Proxy is tendered. Article 93 Provides that: A Member may exercise his vote if permitted by the Act and the Rules at a meeting or by postal ballot or by electronic means in accordance with the Section 108 of the Act read with the Companies (Management and Administration) Rules, 2014 and shall vote only once. Article 94 Provides that: Where there are joint registered holders of any Share, any one of such persons may vote at any meeting either personally or by Proxy in respect of such Share as if he were solely entitled thereto and if more than one of such joint-holders be present at any meeting either personally or by Proxy, then one of the said persons so present whose name stands first on the Register in respect of such Share alone shall be entitled to vote in respect thereof. Several executors or administrators of a deceased Member in whose name any Share is registered shall for the purpose of this Article be deemed joint holders thereof.


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Article 95 Provides that: i Any person entitled under these Articles for transfer of Shares may vote at any General Meeting in respect thereof in the same manner as if he were the registered holder of such Shares, provided that at least forty eight hours before the time of holding the meeting or adjourned meeting, as the case may be, at which he purports to vote he shall satisfy the Board of his right to transfer such Shares, unless the Board shall have previously admitted his right to vote at such meeting in respect thereof. ii A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy. iii If any member be a minor, the vote in respect of his share or shares shall be by his guardian or any one of his guardians. Article 96 Provides that: 1. Subject to the provisions of Section 113 of the Act and rules made there under, A body corporate (whether a Company within the meaning of the Act or not) may, if it is a member or creditor of the Company (including a holder of debentures) authorize such person as it thinks fit by a resolution of its Board of Directors or other Governing Body, to act as its representative at any meeting of the Company, or any meeting of any class of members of the Company or at any meeting of the creditors of the Company or debenture holders of the Company. 2. A person authorized by resolution as aforesaid shall be entitled to exercise the same rights and power (including the right to vote by proxy and by postal ballot) on behalf of the body corporate which he represents as that body could exercise if it were an individual members, creditor or holder of debentures of the Company. The production of a copy of the resolution referred above, certified by the Director or the Secretary of such body corporate before the commencement of the meeting shall be accepted by the Company as sufficient evidence of the validity of the said representative’s appointment and his right to vote thereat. 3. Where the President of India or the Governor of a State is a member of the Company, the President or as the case may be, the Governor, may appoint such person as he thinks fit to act as his representative at any meeting of the Company or at any meeting of any class of members of the Company and such a person shall be entitled to exercise the same rights and powers, including the right to vote by proxy and by postal ballot, as the President or as the case may be the Governor could exercise as a member of the Company. Article 97 Provides that: Any business other than that upon which a poll has been demanded may be preceded with, pending the taking of the poll. Article 98 Provides that: No Member shall be entitled to exercise any voting rights either personally or by Proxy at any meeting of the Company in respect of any Shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the Company has, exercised, any right of lien but the Board of Directors may by a resolution passed at the meeting of the Board waive the operation of this Article. Article 99 Provides that: Any objection as to the admission or rejection of a vote, either on a show of hand or a poll made in due time shall be referred to the Chairman who shall forthwith determine the same and such determination made in good faith shall be final and conclusive. No objections shall be raised to the qualification of any vote except at the meeting or adjourned meeting at which the vote objected to is given or tendered and every vote not


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disallowed at such meeting shall be valid for all the purposes, Whether given personally or through the video conferencing/ Audio-Visual electronic communication or electronic mode as may be permissible. Article 100 Provides that: Any member shall enjoy the same rights and be subject to the same liabilities as all other members of the same class. Article 101 Provides that: Any member entitled to attend and vote at a general meeting may do so either personally or through his constituted attorney or through another person as a proxy on his behalf, for that meeting. A proxy need not to be a member of the Company. Article 102 Provides that: The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed or a notarized copy of that power or authority, shall be deposited at the registered office of the Company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll; and in default the instrument of proxy shall not be treated as valid. Article 103 Provides that: An instrument appointing a proxy shall be in the form as prescribed in the Section 105 of the Act and Rules there under. Article 104 Provides that: A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given: Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used. Article 129 Provides that: The Directors may, from time to time, at their discretion, raise or borrow, or secure the payment of, any sum or sums of money for the purposes of the Company; provided that the moneys to be borrowed together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) shall not at any time except with the consent of the Company by way of special resolution in general meeting exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose. Article 130 Provides that: The Directors, with shareholders’ consent where required by the Act and Rules, may raise or secure the payment or repayment of such sum or sums in such manner and upon such terms and conditions in all respects as they think fit and in particular, by the issue of debentures or debenture-stock of the Company charged upon all or any part of the property of the Company (both present and future) including its uncalled capital for the time being


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Article 131 Provides that: The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit; provided that a meeting of the Board of Directors shall be held as per the provision of the Act, Rules, and Secretarial Standards as applicable from time to time to the Company. Article 132 Provides that: The Chairperson or any director in consultation with the chairperson or in his absence, the managing director or in his absence, the whole time director, where there is, or the company secretary or in his absence, any person authorized by the board in this behalf, on the requisition of a director, shall at any time summon the meeting of the board. Article 135 Provides that: The Meeting of the Board of directors and/or Committee of the directors may be called and held through the video conferencing and/or Audio Visual communication from time to time as per the rules and regulation as may be provided by the Central Government from time to time. For this purpose, the company shall also comply with the requirements and procedures mentioned in the General Circular No. 28/2011 dated 20.05.2011 issued by Ministry of Corporate Affairs, including any statutory modification, amendment or re-enactment thereof, in addition to the normal procedures required under the Companies Act, 2013 and Companies (Meeting of Board and its Powers) Rules, 2014 for holding meeting of Board/Committee of directors. Directors shall not participate through electronic mode in the discussion on certain restricted items, unless expressly permitted by the chairman. Such restricted items or business include approval of annual financial statements, board’s report, prospectus, matters relating to amalgamation, acquisition, merger, demerger, takeover and audit committee meeting for consideration of annual financial statements including consolidated financial statements, if any. Article 136 Provides that: The Board may appoint a Chairperson of its meetings. The Board may also appoint a Vice Chairman to preside over the meeting of the Board in absence of Chairman. If no such Chairman/Vice Chairman is appointed or if at any meeting of the Board, the Chairman/Vice Chairman is not present within five minutes after the time appointed for holding the same, the Directors present shall choose someone of their member to be the Chairman of such meeting. Article 139 Provides that: The quorum for a meeting of the Board shall be determined from time to time in accordance with the provisions of Section 174 of the Act. If a quorum shall not be present within 15 minutes of the time appointed for holding a meeting of the Board, it shall be adjourned until such date and time as the Chairman of the Board shall decide. The participation of the Directors through video conferencing or other audio visual shall be counted for the purpose of quorum, unless they are to be excluded for any items of business under the provisions of the act or any other law. Article 140 Provides that: Save in those cases where a resolution is required by Sections 161(4), 179 , 182, 184, 186, 188, 203 of the Act, to be passed at a meeting of the Board, a resolution shall be as valid and effectual as if it had been passed at a meeting of the Board or Committee of the Board, as the case may be duly called and constituted if a draft thereof in writing is circulated, together with the necessary papers, if any, to all the Directors or to all the members of the Committee of the Board as the case may be then in India, not being less in number than the quorum fixed for meeting of the Board or Committee, as the case may be and to all other Directors or member of the Committee, at their usual address whether in India and has been approved by such of them as are then in India or by a majority of such of them as are entitled to vote on the resolution. Provided that


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where not less than one third of the Directors of the Company for the time being require that resolution under circulation be decided by the Board at a meeting, the Chairman shall put the resolution to be decided at a meeting of the Board. Article 146 Provides that:

i.The Board shall in accordance with the provision of Section 118 of the Act, Secretarial Standards as may be applicable from time to time and the Companies (Management and Administration) Rules, 2014, cause minutes to be kept of every general meeting of the Company and of every meeting of the Board or of every committee of the Board.

ii.Any such minutes of any meeting of the Board or of any Committee of the Board or of the Company in General Meeting, shall be prepared in accordance with Secretarial Standards issued by Institute of Company Secretary of India, and to be kept in accordance with the provisions of Section 118 of the Act and the Companies (Management and Administration) Rules, 2014, and shall be evidence of the matters stated in such minutes. The Minute Books of General Meetings of the Company shall be kept at the Registered Office and shall be open to inspection by Members as per the provisions of the Act or the Rules made there under. The Minutes books of general meeting may also be kept for inspection in electronic mode as prescribed under the Companies (Management and Administration) Rules, 2014. Article 147 Provides that: Subject to the provisions of the Act, and of these Articles, the directors shall have powers to appoint from time to time one or more of their body to be Managing Director or Managing Directors (in which expression shall be included Joint or Deputy Managing Director) or Whole-time Director or Whole-time Directors of the Company, for such term not exceeding five years at a time and upon such terms and conditions as they may think fit, from time to time (subject to the provisions of any contract between him or them and the Company) remove or dismiss him or them from office and appoint another or others in his or their place or places. Article 148 Provides that: Subject to the provisions of the Act and of these Articles, the Company or the Board may from time to time entrust to and confer upon a Managing Director or Managing Directors or Whole-time Director or Whole-time Directors for the time being, such of the power exercisable under these Articles or otherwise by the Directors as they may think fit, and may confer such powers for such time and to be exercised for such objects and purposes and upon such terms, and they may subject to the provisions of the Act and of these Articles confer such powers either collaterally with, or to the exclusion of or in substitution for all, or any of the powers of the Directors in that behalf, and may from time to time revoke, withdraw, alter or vary all or any of such powers. Article 149 Provides that: Subject to the provisions of the Act, Schedule V and of these Articles and of any contract between him and Director(s), the remuneration of the Managing Director or Whole Time Director shall from time to time be fixed by the Board of Directors, subject to the approvals of the Members of Company and may be by way of fixed payment and/or perquisites or commission on profits of the Company or by participation in such profits or by any or all of these modes or any other mode not expressly prohibited by the Act. A Managing Director or Whole Time Director shall in addition to the above remuneration be entitled to the fee for attending meetings of Board or Committee of Directors. Article 152 Provides that: The Company shall duly keep and maintain at the registered office, all statutory registers including, register and index of members and debenture holders, Foreign register, register of directors and secretary, register as


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to holdings by directors of shares and/or debentures, register of charges, register of Loan, Investment and guarantee, register of duplicate share certificate, copies of annual return, register of investments not held in its own name and register of contracts and arrangements, in accordance with the Act and Rules made there under in electronic form or in such form and in such manner as may be prescribed under the Act or the Rules. Article 153 Provides that: Subject to the provisions of the act and the rules made there under, the company shall supply of copies of the registers, deeds, documents, instruments, returns, certificates, and books herein mentioned to the persons herein specified when so required by such persons on payment, where required, of such fees as may be fixed by the Board but not exceeding charges as prescribed by the said Sections of the Act and Rules framed there under. Article 154 Provides that: Where under any provision of the Act or Rules any person whether a Member of the Company or not, is entitled to inspect any register, return, certificate, deed, instrument or document (including electronic records) required to be kept or maintained by the Company, the person so entitled to inspection shall be permitted to inspect the same during such business hours and place as may be determined by the Board under the provisions of the Act and the Rules there under. Article 155 Provides that: The Company shall have a common Seal and the Directors shall provide for the safe custody thereof. The Seal shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors or a committee of the Board authorized in that behalf, and in the presence of at least two Directors and of the secretary of the Company or such other person as the Board may appoint for the purpose, and those two directors and secretary or other person aforesaid shall sign every instrument to which the Seal of the company is so affixed in their presence. Article 156 Provides that: The Company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board. Subject to the provisions of section 123 of the Act, the Board may from time to time pay to the members such interim dividends as appear to it to be justified by the profits of the company. Article 157 Provides that: The Board may, before recommending any dividend, set aside out of the profits of the Company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied, including provision for meeting contingencies or for equalizing dividends; and pending such application, may, at the like discretion, either be employed in the business of the Company or be investedf in such investments (other than shares of the Company) as the Board may, from time to time, thinks fit. Article 158 Provides that: The Board may also carry forward any profits which it may consider necessary not to divide, without setting them aside as a reserve. Article 159 Provides that:

i.Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the Company, dividends may be declared and paid according to the amounts of the shares.


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ii.No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this Article as paid on the share.

iii.All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly. Article 160 Provides that: The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company. Article 161 Provides that: Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant sent through post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register of members, or to such person and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Article 162 Provides that: No dividend shall be paid in respect of any Share except to the registered holder of such Share or to his order or to his bankers, but nothing contained in the Article shall be deemed to require the bankers of a registered shareholder to make a separate application to the Company for the payment of the dividend. Article 163 Provides that: Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or other monies payable in respect of such share. Article 164 Provides that: Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the manner mentioned in the Act. Article 165 Provides that: No dividend shall bear interest against the Company. Article 166 Provides that: All unclaimed dividend along with interest accrued shall not be forfeited but shall be credited to a special bank account as per Section 124 of the Act, and after a period of seven (7) years transferred to Investor Education and Protection Fund established by the Central Government in terms of Section 125 of the Act.


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PARVATI SWEETNERS AND POWER LIMITED · Salient Features of the Scheme of Amalgamation 42-44 7....

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Transcript of PARVATI SWEETNERS AND POWER LIMITED · Salient Features of the Scheme of Amalgamation 42-44 7....