Agm Egm Imh 20220419

~ q~ f81.a1.1 ct5'f4l~~ra, fM f?i"es BHARAT PETROLEUM CORPORATION LTD.
~~q5f~ A Govt. of India Enterprise
Sec.3.4.l(L) 19.4.2022
The Secretary, The Secretary,

BSE Ltd. National Stock Exchange of India Ltd.
Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No C/ 1,
Dalal Street, G Block, Bandra-Kurla Complex,
Mumbai 400 001 Mumbai 400 051
BSE Scrip Code : 500547 NSE Symbol: BPCL
Dear Sir/Madam,
Sub: Submission of Voting Results pursuant to Regulation 44(3) of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations 2015 and Report of Scrutinizer
This is in continuation to our earlier intimation dated 17.3.2022 informing about notice of Postal
Ballot seeking approval of members of the Company in respect of the items set out in the said
Notice through remote e-voting system.
We wish to inform that based on the scrutinizer report dated 19.4.2022 on the Postal Ballot, the
members of the Company have duly passed the Ordinary and Special Resolutions as set out in the
said Notice with requisite majority.
In view of the above, please find enclosed herewith the following documents:-
1. Details of voting results in the format specified under Regulation 44 of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015.
2. Report of the scrutinizer
This is for your information and records.
Yours faithfully,
For Bharat Petroleum Corporation Limited
( . K a)
~ Company Secretary
encl: a/a
:l-lRrl :l-lclal, 4 ~ 6, cofu:r:Hfu ifs,~~, q1R ./fem sn. 688, ~ - 400 001 . 1:l>la!= 2271 300014000 . ~= 2271 3874
Bharat Bhavan, 4 & 6, Currimbhoy Road, Ballard Estate, PB .No. 688, Mumbai- 400 001 . Phone : 2271 3000/4000, Fax : 2271 3874
email: info@bharatpetroleum.in web: www.bharatpetroleum.in CIN:L23220MH 1952GOI008931
.. • • '.
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General information about company

Scrip code 500547
NSE Symbol BPCL
MSEI Symbol NOTLISTED
ISIN INE029A01011
Name of the company Bharat Petroleum Corporation limited
Type of meeting Postal Ballot
Date of the meeting/ last day of receipt of

17-04-2022
postal ballot forms (in case of Postal Ballot)
Start time of the meeting
End t ime of the meeting
Ism•
1-
;;;;;;
r~,
Scrutinizer Details
Name of the Scrutinizer RAGIN! CHOKSHI
- - -
Firms Name RAGIN! CHOKSHI & CO
Qualification cs
Membership Number 2390
Date of Board Meeting in wh ich appointed 16-03-2022
Date of Issuance of Report to the company 19-04-2022
i¢f#►
'.l.-
Voting results
Record date 11-03-2022
Total number of shareholders on record date 929683
No. of shareholders present in the meeting either in person or through proxy
a) Promoters and Promoter group

b} Public
No. of shareholders attended the meeting through video conferencing
a) Promoters and Promoter group

b) Public
No. of resolution passed in the meeting 11

? ~ ;;/';' .tit- 4 ~
Disclosure of notes on voting results
3
Resolution (1)
Resolution required: (Ordinary/ Special) Ordinary
Whether promoter/promoter group are interested in the agenda/resolution? Yes
Approval of Material Related Party Transaction(s) to be entered into with Falcon Oil & Gas
Description of resolution considered
B.V. for the Financial Year 2022-23
Category Mode of voting

No. of shares
held
No. of votes % of Votes polled I No. of votes - in
on outstanding
No. of votes - % of votes in
favour on votes
I % of Votes
against on votes
polled favour against
shares polled polled
(1) (2) (3)=((2)/(1)1*100 (4) (5) (6l=U4l/12n•100 I (7l=lC5l/(2)]*100

E-Voting 01 0.00001 0
Promoter and IPoll I 1149183592
01 01 01
Promoter Group Postal Ballot (if applicable)
Total 1149183592 01 0.0000 0 01 0.00001 0.0000

E-Voting 6153127551 85.24931 615312755 01 100.00001 0.00001
Public- 721780538
IPoll
Institutions
Postal Ballot (if applicable)
Total 721780538 615312755 I 85.2493 615312755 01 100.00001 0.0000
E-Voting 544526631 18.25501 54379207 734561 99.86511 0.13491
Public- Non 298288614
IPoll
Institutions
Total 298288614 54452663 18.2550 54379207 73456 99.8651 0.1349
Total I 2169252744 669765418 30.8754 669691962 73456 99.9890 0.0110
Whether resolution is Pass or Not. Yes
Disclosure of notes on resolution •,-iliil,'i.',;t,~. Add Notes ! ~ , 4 ,
• this fields are optional
Details of Invalid Votes

Category No. of Votes
Promoter and Promoter Group

Public lnsit ut ions
Public - Non lnsitutions
L,
~~·Ui:M1l~~~i
Resolution (2)
Description of resolution considered

Approval of Material Related Party Transaction(s) to be entered into with lndraprastha Gas
Limited for the Financial Year 2022-23
% of Votes polled % of votes in %of Votes

No. of shares No. of votes No. of votes - in No. of votes -
Category Mode of voting on outstanding favour on votes
held polled against on votes
favour against
(1) (2) (3)=[(2}/(1))*100 (4) (5) (6)=[(4)/(2))*100 (7)=[(5}/(2)]*100

E-Voting 0 0.0000 0 0 0 0
Promoter and Poll 1149183592
Promoter Group
Total 1149183592 0 0.0000 0 0 0.0000 0.0000
E-Voting 615312755 85.2493 615312755 0 100.0000 0.0000
Public- Poll 721780538
Institutions
Total 721780538 615312755 85.2493 615312755 0 100.0000 0.0000
E-Voting 54452161 18.2549 54391133 61028 99,8879 0.1121
Public- Non Poll 298288614
Institutions
Total 298288614 54452161 18.2549 54391133 61028 99.8879 0.1121
Total 2169252744 669764916 30.8754 669703888 61028 99.9909 0.0091
Disclosure of notes on resolution =J.~-~.:.. Add Notes~ , ,


Public lnsit utions
Public - Non lnsit ut ions
'5
t:tilil~-,g ~~
Resolution (3) I
Description of resolution considered Approval of Material Related Party Transaction(s) to be entered into with Petronet LNG
Limited for the Financial Year 2022-23
% of Votes polled % of votes in % of Votes

Category Mode of voting on outstanding
held polled favour on votes against on votes
favour against
(1) (2) (3)=[(2}/(1))*100 (4) (5) (6)=((4)/(2)1*100 (7)=((5)/(2))*100

E-Voting 0 0.0000 0 0 0 0
Promoter Group
Total 1149183592 0 0.0000 0 0 0.0000 0 .0000
E-Voting 615312755 85.2493 615312755 0 100.0000 0.0000
Institutions
Total 721780538 615312755 85.2493 615312755 0 100.0000 0.0000
E-Voting 54451910 18.2548 54387437 64473 99.8816 0.1184
Institutions
Total 298288614 54451910 18.2548 54387437 64473 99.8816 0.1184
Total 2169252744 669764665 30.8754 669700192 64473 99.9904 0.0096
Disclosure of notes on resolution - ,,.....,_,..,._ Add Notes. ~


Public lnsit utions

-
(,
Resolution (4)
Whether promoter/promoter group are interested in the agenda/resolution? No
Description of resolution considered Appointment of Shri Gudey Srinivas as Director
% of Votes polled I No. of votes - in % of votes in % of Votes

No. of shares No. of votes No. of votes -
category Mode of voting on outstanding favour on votes against on votes
held polled favour against
(1) (2) (3)=1(2)/(1)]*100 (4) (SJ I

l6l=ll4l/12lJ*100 111=11s1112)]*100
E-Voting 11491835921 100.00001 1149183592 0 100.0000 0.0000
1 - - - - - ---+- -- - --i
Promoter and I Poll 1149183592
Promoter Group Postal Ballot (if applicable)
Total 1149183592 1149183592 100.0000 1149183592 0 100.0000 0.0000

E-Voting 615312755 85.2493 592582166 22730589 1 _ -·· ~ ~ I
96.3058 3.6942 I
Institutions
Postal Ballot(if appHcable)
!Total 721780538 615312755 85.2493 592582166 227305891 96.30581 3.6942
E-Voting 54453355 18.2553 54349795 1035601 99.80981 0.19021
Institutions
!Total 298288614 54453355 18.2553 54349795 103560 99.8098 0.1902
Total 2169252744 1818949702 83.8514 1796115553 22834149 98.7447 1.2553
- --- - -
Disclosure of notes on resolution ~ dd Note}~

category No. of Votes

Public lnsit utions
t-
C:~~::) Omm~
Resolution (5) I
Description of resolution considered Appointment of Shri Sanjay Khanna as Director (Refineries)
¾ of Votes polled ¾ of votes in I ¾of Votes

favour against
(1) (2) (3)=[{2}/(1)]*100 (4) (5) {6}=[(4}/(2}1*100 (7}=[(5}/(2))*100

E-Voting 1149183592 100.0000 1149183592 0 100.0000 0.0000
Promoter Group
Total 1149183592 1149183592 100.0000 1149183592 0 100.0000 0.0000
E-Voting 613314755 84.9725 608426240 4888515 99.2029 0.7971
Institutions
Postal Ballot (if applicable}
Total 721780538 613314755 84.9725 608426240 4888515 99.2029 0.7971
E-Voting 54451537 18.2546 54315102 136435 99.7494 0.2506
Public-Non Poll 298288614
Institutions
Total 298288614 54451537 18.2546 54315102 136435 99.7494 0.2506
Total 2169252744 1816949884 83.7593 1811924934 5024950 99.7234 0.2766
Disclosure of notes on resolution '-'~ ., •~~ Add Notes ._;,u.:},,uh,-
• t his fields are optional


Public lnsit utions
,s
['- ~'Mw'·~ ~~
Resolution (6)
Description of resolution considered Appointment of Shri Suman Billa as Director
% of Votes polled % of votes in ¾of Votes

Category Mode of voting on outstanding favour on votes against on votes
(1) (2) (3)=((2)/(1)]*100 (4) (S) (6)=((4)/(2))*100 (7)=[(5)/{2)]*100

E-Voting 1149183592 100.0000 1149183592 0 100.0000 0.0000
Pro111oter Group
Total 1149183592 1149183592 100.0000 1149183592 0 100.0000 0.0000
E-Voting 615283030 85.2452 610783724 4499306 99.2687 0.7313
Institutions
Total 721780538 615283030 85.2452 610783724 4499306 99.2687 0.7313
E-Voting 54448560 18.2537 54317759 130801 99.7598 0.2402
Institutions
Total 298288614 54448560 18.2537 54317759 130801 99.7598 0.2402
Total 2169252744 1818915182 83.8499 1814285075 4630107 99.7454 0.2546
Disclosure of notes on resolution ., ·•·-·""'""-'- Add Notes~

Category No. of Votes '!·~
(CJ..
Promoter and Promoter Group 0..
r::
Public lnsitutions
9
[ ·mnm.~ ~,, fm!fgj
Resolution (7)
Resolution required: (Ordinary/ Special) Special
Description of resolution considered Appointment of Shri Pradeep Vishambhar Agrawal as an Independent Director
% of Votes polled %of votes in %of Votes

(1) (2) (3)=1(2)/(11]*100 (4) (S) (6)=1(4)/(2)]•100 (7)=((5)/(2))*100

E-Voting 1149183592 100.0000 1149183592 0 100.0000 0.0000
Promoter Group
Total 1149183592 1149183592 100.0000 1149183592 0 100.0000 0.0000
E-Voting 615268103 85.2431 605814955 9453148 98.4636 1.5364
Institutions
Total 721780538 615268103 85.2431 605814955 9453148 98.4636 1.5364
E-Voting 54450223 18.2542 54264487 185736 99.6589 0.3411
Institutions
Total 298288614 54450223 18.2542 54264487 185736 99.6589 0.3411
Total 2169252744 1818901918 83.8492 1809263034 9638884 99.4701 0.5299
Disclosure of notes on resolution '-~:i!,.:Lw. Add Notes~ ~
Details of Invalid Votes /

,1/-
g:-c·
Category

No. of Votes
rri~1
.(~~
Public lnsitutions •~t , '{.)
-~~
/<;j)I
v7,/
ro
['"1ttflU1 ·.J ~~
Resolution (8)
Resolution required: {Ordinary/ Special) Special
Description of resolution considered Appointment of Shri Ghanshyam Sher as an Independent Director

favour against
(1) {2) {3)=({2)/{1))*100 (4) (5) (6)=[(4)/(2))*100 {7)=[{5)/{2)]*100

E-Voting 1149183592 100.0000 1149183592 0 100.0000 0.0000
Promoter Group
Total 1149183592 1149183592 100.0000 1149183592 0 100.0000 0.0000
E-Voting 615020070 85.2087 579631829 35388241 94.2460 5.7540
Institutions
Total 721780538 615020070 85.2087 579631829 35388241 94.2460 5.7540
E-Voting 54449319 18.2539 54282775 166544 99.6941 0.3059
Institutions
Total 298288614 54449319 18.2539 54282775 166544 99.6941 0.3059
Total 2169252744 1818652981 83.8378 1783098196 35554785 98.0450 1.9550
Disclosure of notes on resolution a ~ Add Notes~


Public lnsitutions
Il
C' ·imus- ~ 1
) !j
Resolution (9)
Descr!ption of resolution considered Appointment of Dr. (Smt.) Aiswarya Biswal as an Independent Director
% of Votes polled % of votes in %of Votes

(1) (2) (3)=((2)/(1))*100 (4) (S) (6)=((4)/(2))*100 (7)=((5)/(2)]*100

E-Voting 1149183592 100.0000 1149183592 0 100.0000 0.0000
Promoter Group
Total 1149183592 1149183592 100.0000 1149183592 0 100.0000 0.0000
E-Voting 615020070 85.2087 580054736 34965334 94.3148 5.6852
Institutions
Total 721780538 615020070 85.2087 580054736 34965334 94.3148 S.6852
E-Voting 54450847 18.2544 54269646 181201 99.6672 0.3328
Institutions
Total 298288614 54450847 18.2544 54269646 181201 99.6672 0.3328
Total 2169252744 1818654509 83.8378 1783507974 35146535 98.0674 1.9326
Disclosure of notes on resolution ~ Add Notes~

category No. of Votes

Public lnsitutions
I l.
l:iilbluH·~ mlf!ffi"'
Resolution (10)
Description of resolution considered Appointment of Prof. (Dr.) Bhagwati Prasad Saraswat as an Independent Director
¾ of Votes polled ¾ of votes in ¾ of Votes

category Mode of voting on outstanding favour on votes
favour against
(1) (2) (3)=[(2)/(1)1*100 (4) (5) (6)=[(4)/(2)1*100 (7)=[(5)/(2)1*100

E-Voting 1149183592 100.0000 1149183592 0 100.0000 0.0000
Promoter Group
Total 1149183592 1149183592 100.0000 1149183592 0 100.0000 0.0000
E-Voting 615020070 85.2087 574755736 40264334 93.4532 6.5468
Institutions
Total 721780538 615020070 85.2087 574755736 40264334 93.4532 6.5468

E-Voting 54450426 18.2543 54300150 150276 99.7240 0.2760
Institutions
Total 298288614 54450426 18.2543 54300150 150276 99.7240 0.2760
Total 2169252744 1818654088 83.8378 1778239478 40414610 97.7778 2.2222
Disclosure of notes on resolution ,,u. Add Notes lD>oct~

c:.),...i.E••


Public lnsitutions
1.3
L ,~,..~ ~ )
Resolution (11)
Description of resolution considered Appointment of Shri Gopal Krishan Agarwal as an Independent Director

Category Mode of voting on outstanding
held polled favour on votes against on votes
favour against
(1) (2) (3)=[(2)/(1)]*100 (4) (5) (6)=((4)/(2))*100 (7)=[(5)/(2)1*100

E-Voting 1149183592 100.0000 1149183592 0 100.0000 0.0000
Promoter Group
Total 1149183592 1149183592 100.0000 1149183592 0 100.0000 0.0000
E-Voting 615020070 85.2087 577596276 37423794 93.9150 6.0850
Institutions
Total 721780538 615020070 85.2087 577596276 37423794 93.9150 6.0850
E-Voting 54450165 18.2542 54290905 159260 99.7075 0.2925
Institutions
Total 298288614 54450165 18.2542 54290905 159260 99.7075 0.2925
Total 2169252744 1818653827 83.8378 1781070773 37583054 97.9335 2.0665
Disclosure of notes on resolution .~1,-,,;,;;~J.:' Add Notes~ ~

Prom oter and Promoter Group

Public lnsitutions
I½
us Ragini Cliokslii & Co.
Comyany Secretaries
34, Kamer Building, 5th Floor, 38 Cawasji Patel Street, Fort, Mumbai - 400 001.
Tel. : 022-2283 1120
022-2283 1134
E-mail : ragini.c@rediffmail.com / mail@csraginichokshi.com

web: csraginichokshi.com
SCRUTINIZER'S REPORT
[Pursuant to Section 110 of the Companies Act, 2013 and read with Rule 20 and 22 ofthe
Companies (Management and Administration) Rules, 2014]
To,
The Chairman,
BHARAT PETROLEUM CORPORATION LIMITED
BHARAT BHAWAN BALLARD ESTATE
MUMBAI MH 400001
Subj ect: Scrutinizer's Report on Postal Ballot voting in respect of resolutions set out
in the notice dated 17th March, 2022
Dear Sir,
l, Ragini Chokshi, Partner of M/ s. Ragini Chokshi & Co., Practicing Company

Secretaries, having office at 34, 5th Floor, Kamer Building, Cawasji Patel Sh·eet, Mumbai
400 001, have been appointed as the Scrutinizer by the Board of Directors of BHARAT
PETROLEUM CORPORATION LIMITED (the "Company") on 16th March, 2022, for
Scrutinizing Postal Ballot tlu·ough remote e-voting process carried out by the Company
as per Section 108 and Section 110 of Companies Act, 2013 and other applicable
provisions, if any of Companies Act, 2013 (the Act) and Rule- 22 of Companies
(Ma nagement and Administration) Rules, 2014 read with General Circulars issued by
MCA in this regards and Regulation 44 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirement) Regulations, 2015 in a fair and
transparent manner in respect of the following Resolutions as conta · ;e.==::::~ notice
dated 17th March, 2022 :
Ordinary Resolutions:
1. Approval of Material Related Party Transaction(s) to be entered into with Falcon

Oil & Gas B.V. for the Financial Year 2022-23.
2. Approval of Material Related Party Transaction(s) to be entered into with

Indraprastha Gas Limited for the Financial Year 2022-23.
3. Approval of Material Related Party Transaction(s) to be entered into w ith

Petronet LNG Limited for the Financial Year 2022-23.
4. Appointment of Shri Gudey Srinivas as Director.
5. Appointment of Shri Sanjay Khanna as Director (Refineries).
6. Appointment of Shri Suman Billa as Director.
Special Resolutions:
7. App ointment of Shri Pradeep Vishambhar Agrawal as an Independent Director.
8. Appointment of Shri Ghanshyam Sher as an Independent Director.
9. Appointment of Dr. (Smt.) Aiswarya Biswal as an Independent Director.
10. Appointment of Prof. (Dr.) Bhagwati Prasad Saraswat as an Independent

Director.
11. Appointment of Shri Gopal Krishan Agarwal as an Independent Director.
I have scrutinized thee-voting and votes tendered therein;

Accordingly, I now submit my report as under:
a. The remote e-voting period commenced on Saturday, March 19, 2022 at 09:00
a.rn. (IST) and ended on Sunday, April 17, 2022 at 05:00 p.rn. (IST) and the remote
e-voting module was disabled thereafter.
b. For the purpose of the remote e-voting facility to be provided to the members,
the Company has availed the services of National Securities Depository Limited
(NSDL).
c. On account of threat posed by COVID-19 pandemic situation, the Notice of the

Postal Ballot was sent in electronic form only. The hard copy of the Notice along
with Postal Ballot forms and pre-paid business envelope were not sent to the
members for the Postal Ballot in accordance with the requirements specified
under MCA circulars. Accordingly, the communication of the Assent or Dissent
of the Members took place through the remote e-voting system only.
d. The Company has on Thursday, March 17, 2022 completed the dispatch of Notice
of Postal Ballot dated March 17, 2022 to all the members whose name appeared
in the Register of Member/Beneficial owners as on Friday, March 11, 2022, the
cut-off date.
e. All E-voting confirmations received up to 05:00 p.m. (1ST), on Sunday, April 17,
2022, the last date and time fixed by the Company, were considered for our
scru tiny.
f. After the end of e-voting period i.e. 05:00 p.m. (1ST) on, April 17, 2022, I have
dow nloaded the e-voting Result/Report from the website National Securities
Depository Limited (NSDL) in the presence of two witnesses, Mr. Pradeep Dhuri
and Mr. Mandar Hatkar, who are not in employment of the Company. They have
signed below in confirmation of the e-voting results being downloaded in their
presence.
Mr. Pradcep Dhuri Mr. Mandar Hatkar
g. I report the result of the Postal Ballot as under:

Resolution No.1: Ordinary Resolution:
Approval of Material Related Party Transaction(s) to be entered into with Falcon Oil
& Gas B.V. for the Financial Year 2022-23.
DETAILS OF E-VOTING
Particulars Number of Number of Shares % of total number

m embers voted of votes cast
through electronic
voting system
Total votes received 6837 669765418 -
by electronic mode
Less: Total no. of - - -
Invalid votes
Total no. of valid 6837 669765418 100
votes
To tal no. of Votes 6549 669691962 99.9890
with Assent
Total no. of Votes 288 73456 0.0110
with Dissent
SUMMARY OF E-VOTING
Particulars No. of Equity Shares % of total number of votes

cast
Total Valid votes cast 669765418 100
Assented to Resolution 669691962 99.9890
Dissented to Resolution 73456 0.0110
Approval of Material Related Party Transaction(s) to be entered into with

Indraprastha Gas Limited for the Financial Year 2022-23
DETAILS OF E-VOTING

members voted of votes cast
through electronic
voting system
by electronic mode
Invalid votes
Total no. of valid 6820 669764916 100
votes
Total no. of Votes 6564 669703888 99.9909
with Assent
with Dissent
SUMMARY OF E-VOTING

cast
) ')
Approval of Material Related Party Transaction(s) to be entered into with Petronet

LNG Limited for the Financial Year 2022-23
DETAILS OF E-VOTING

through electronic
voting system
by elec tron ic mode
Less: Total 110. of - - -
Invalid votes
Total no. of valid 6817 669764665 100
votes
To tal no. of Votes 6554 669700192 99.9904
with Assent
with Dissent
SUMMARY OF E-VOTING

cast
Appointment of Shri Gudey Srinivas as Director
DETAILS OF E-VOTING

m embers voted of votes cast
through electronic
voting system
by electronic mode
Invalid votes
Total no. of valid 6792 1818949702 100
votes
Total no. of Votes 6330 1796115553 98.7447
with Assent
Total no. of Votes 462 22834149 1.2553
with Dissent
SUMMARY OF E-VOTING

cast
Total Valid vo tes cast 1818949702 100
'2. I
Appointment of Shri Sanj ay Khanna as Director (Refin eries)
DETAILS OF E-VOTING

through electronic
voting system
by electronic mode
Invalid votes
Total no. of valid 6785 1816949884 100
votes
Total no. of Votes 6379 1811924934 99.7234
w ith Assent
Total no. of Votes 406 5024950 0.2766
w ith Dissent
SUMMARY OF E-VOTING

cast
To tal Valid votes cast 1816949884 100
2 2..
Appointment of Shri Suman Billa as Director
DETAILS OF E-VOTING

through electronic
voting system
by electronic mode
Invalid votes
Total no. of valid 6781 1818915182 100
votes
Total 110. of Votes 6364 1814285075 99.7454
with Assent
Total no. of Votes 417 4630107 0.2546
with Dissent
SUMMARY OF E-VOTING

cast
2 ?,
Resolution No.7: Special Resolution:
Appointment of Shri Pradeep Vishambhar Agrawal as an Independent Director
DETAILS OF E-VOTING

through electronic
voting system
by electronic mode
Invalid votes
Total no. of valid 6772 1818901918 100
votes
Total no. of Votes 6310 1809263034 99.4701
w ith Assent
Total no. of Votes 462 9638884 0.5299
with Dissent
SUMMARY OF E-VOTING

cast
2 L,
Appointment of Shri Ghanshyam Sher as an Independent Director
DETAILS OF E-VOTING

through electronic
voting system
by electronic mode
Invalid votes
Total no. of valid 6778 1818652981 100
votes
Total no. of Votes 6278 1783098196 98.0450
with Assent
Total no. of Votes 500 35554785 1.9550
wi th Dissent
SUMMARY OF E-VOTING
I Particulars No. of Equity Shares % of total number of votes

cast
Appointment of Dr. (Smt.) Aiswarya Biswal as an Independent Director
DETAILS OF E-VOTING

through electronic
voting system
To tal votes received 6774 1818654509 -
by elec tronic mode
Less: Total no . of - - -
In valid votes
Total no. of valid 6774 1818654509 100
votes
Total no. of Votes 6292 1783507974 98.0674
with Assent
Total no. of Votes 482 35146535 1.9326
w ith Dissent
SUMMARY OF E-VOTING

cast
Total Valid vo tes cast 1818654509 100
Dissen ted to Resolution 35146535 1.9326
Appointment of Prof. (Dr.) Bhagwati Prasad Saraswat as an Independent Director
DETAILS OF E-VOTING

through electronic
voting system
To tal votes received 6778 1818654088 -
by electronic mode
Invalid votes
Total no. of valid 6778 1818654088 100
votes
To tal no. of Votes 6295 1778239478 97.7778
wi th Assent
Total no. of Votes 483 40414610 2.2222
with Dissent
SUMMARY OF E-VOTING

cast
Appointment of Shri Gopal Krishan Agarwal as an Independent Director
DETAILS OF E-VOTING

through electronic
voting system
by electronic mode
Invalid votes
Total no. of valid 6780 1818653827 100
votes
Total no. of Votes 6271 1781070773 97.9335
with Assent
Total no. of Votes 509 37583054 2.0665
with Dissent
SUMMARY OF E-VOTING

cast
RESULTS:
The resolutions stated above have been passed w ith requisite majority by the members
of the Company as per the provisions of the Companies Act, 2013.
The related papers with respect to Postal Ballot shall remain in our safe custody until
the Authorised Representative of the company considers, approves and signs the same,
after w hich the same will be handed over to the Company Secretary for safe custody.
Thanking You,
Yours faithfull y,
Date: 19/04/2022
Place: Mumbai For Ragini Chokshi & Co.

(Company Secretaries)
Ragini Chokshi
(Partner)
Membership No: 2390
CPNO.: 1436
UDIN: F002390D000153805
Countersigned
For BHA AT PETROLEUM CORPORATION LIMITED
Company Seer ary & Compliance Officer

Date: 1q /tr } ?-
Mumbai
22
TAPARIA _
TAPARIATOOLSLTD.
REGD. OFFICE & WORKS : 52 & 528, MIDC AREA, SATPUR, NASHIK - 422 007.
(@)'*" x
SSS TEL.: 0253-2350317 / 2350318 / 2350418 / 2350740 1$0-9001-
E-mail : nashik@tapariatools.com Web site : http://Awww.tapariatools.com Reg. No. RQ 91/375
CIN : L99999MH1965PLC013392.
TTL/SEC/2022-2023
19 th April 2022
BSE Limited
Corporate Relationship Department
P J Towers,Dalal Street,
Mumbai- 400 023
Scrip Code-505685
Dear Sir/Madam,
Sub: Extraordinary General Meeting and Voting Results.
We wish to inform you that the Extraordinary General Meeting of the Company was held on 18"
April 2022 and the business mentioned in the Notice dated January 19, 2022 was transacted
and passed with requisite majority.
In this regard, please find enclosed the following:
1. Consolidated Scrutinizers Report dated 19 th April 2022 received by CS Sagar Khandelwal

Practising Company Secretary pursuant to Section 108 and Section 109 of the Companies Act,
2013 and Rule 20 (2) and Rule 27(2) of the Companies (Management and Administration),
Rules 2014 as Annexure - I.
2. Voting results as required under Regulation 44 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations as Annexure - II.
This is for your information and records.

Yours sincerely,
For Taparia Tools Ltd.
S R Bagad
Chief Financial Officer
Ose
Corporate Office : A-2, 423-424, Shah & Nahar, Lower Parel (W), Mumbai-400 013. Tel.: (022) 24938646 - 50, 61578646
Fax : 091 (022) 24953230. E-mail : hntaparia@tapariatools.com
= [Pursuont torte secon 08 and 109
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of noha passed, at the meeting of the oe Shareholders of Teparia Tools ‘uit, held
on Monday, 18” Apri, 2022
In this connection, J furnish: the following information. Se
a) As per the information and explanation provided and the documents verified, the Notice
ning Extra Ordinary General Meeting of the Company along _
with the statement setting out material facts under section 102 of the Act, had been sent to
: ae the shareholders, in respect of the said proposed resolutions to be passed at the said Extra
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Digitally signed by SAGAR

SAGAR RAMESH RAMESH KHANDELWAL
KHANDELWAL - peaeaes wae 11:51:30
CS Sagar R Khandelwal
Company Secretary
__UDIN: A025781D000152952
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Regd. & Admn. Office: Focal Point, Ludhiana -141010. (INDIA)
Phones: 0091-161-2672590 to 91, 5064200 Fax: 0091-161-2674072, 5083213
E-mail: nilldh@owmnahar.com, Website: www.owmnahar.com
NIEL:SCY:
Dated: 19.04.2022
National Stock Exchange of India Limited BSE Limited

Exchange Plaza, Bandra Kurla Complex, Phiroze Jeejeebhoy Towers,
. Bandra East, Dalal Street,
MUMBAI - 400051 MUMBAI - 400001
Security Symbol: NAHARINDUS Scrip Code: 519136
Sub: Notice of NCLT convened meeting of the Equity shareholders and Creditors (secured and
unsecured) of Nahar Industrial Enterprises Limited in the scheme of Arrangements regarding
Amalgamation of Cotton County Retail Limited with Nahar Industrial Enterprises Limited
("Scheme").
1. This is to inform you that in Company Application No. CA (CAA) No. 2/Chd/Pb/2022, the
Hon'ble National Company Law Tribunal, Chandigarh Bench ("NCLT") vide its order dated
05.04.2022 has directed the company' to convene the meetings of the Equity Shareholders,
Secured Creditors and Unsecured Creditors of the Company for the purpose of considering,
and if thought fit, approving, the proposed Scheme of Arrangement for Amalgamation of
Cotton County Retail Limited ('Transferor Company') with Nahar Industrial Enterprises
Limited ('Transferee Company') and their respective shareholders and creditors ('Scheme')
pursuant to the provisions of section 230-232 of the Companies Act, 2013 and other applicable
provisions of the Act, 2013 and rules framed there under.
2. In pursuance of the NCL T order and as directed therein and in compliance with the applicable
provisions of the Companies Act, 2013 ("the Act") and Securities and Exchange Board of India
(Listing Obligations & Disclosure Re.quirements) Regulations, 2015 ("Listing Regulations") .
further notice is hereby given that meetings of the Equity Shareholders, Secured Creditors and
Unsecured Creditors of the Company will be held through video conferencing ("VC")/ other
audio visual means ("OAVM") as under:
Meetin of Time of meetin

Equity shareholders 10.00 AM (1ST)
Secured Creditors 12.30 PM (1ST)
Unsecured Creditors 02.00 PM (1ST)
·1iD d'u INDUSTRIAL ENTERPRISES LTD.
Regd. &Admn. Office: Focal Point, Ludhiana - 141010. (INDIA)
Phones: 0091-161-2672590 to 91,5064200 Fax: 0091-161-2674072, 5083213
E-mail: nilldh@owmnahar.com, Website: www.owmnahar.com
3. The details such as manner of (i) casting vote throughe-voting and (ii) attending the meeting·
VC/OA VM have been set out in the Notice of the Meeting. The Remote e-voting starts for all
meetings on Wednesday, 25th May, 2022 (9.00 AM) and ends on Friday,<2ih May, 2022 (5.00
PM).
4. An Equity shareholder, whose name is.recorded in the Register of Members or in the Register
of Beneficial Owners as on Saturday, 21st May, 2022 ("cut-off-date") only shall be entitled to
exercise his/ her/ its voting rights on the resolution proposed in the notice and attend the
meeting of the equity shareholders. Voting rights of an equity shareholder/ beneficial owner
shall be in proportion to his/ her/ its shareholding in the paid-up equity share capital of the
Company as on the cut-off-date.
5. The creditors (secured and unsecured) of the Company outstanding as at 31.10.2021 only shall
be entitled to exercise his/ her/ its voting rights on the resolution proposed in the notice and
attend the meetings. Voting rights of the secured and unsecured creditors shall be in proportion
to the outstanding amount due by the Company as on 31.10.2021.
6. The Company has engaged the services of Central Depository Services (India) Limited (CDSL)
as the authorized agency to provide e-voting facilities to Equity shareholders as well as
creditors, both secured and unsecured, of the company.
7. In terms of Tribunal order and as ..directed therein, the Copy of the Notice, Scheme,
Explanatory Statement and other Annexure is being sent to Equity Shareholders and Creditors
(secured and unsecured) of the company under Sections 230 and 232 read with section 102 and
other applicable provisions of the Act read with Rule 6 of the Companies (Compromises,
Arrangements and Amalgamations) Rules, 2016. The notice(s) are available on the website of
the company at www.owmnahar.com. In accordance with Regulation 30 of the Securities and
Exchange Board ofIndia (Listing Obligations & Disclosure Requirements) Regulations 2015,
copy of Notice convening the meeting of Equity shareholders is enclosed herewith.
Thanking you,
Yours faithfully,
For NAHAR INDUSTRIAL ENTERPRISES LIMITED
.~
MuKEsiiSoOD
COMPANY SECRETARY
. Encl: As above
NAHAR INDUSTRIAL ENTERPRISES LIMITED
Registered Office : Focal Point, Ludhiana – 141010, Punjab, India
Phone : +91 161 2672590 , Fax: +91 161 2674072
CIN : L15143PB1983PLC018321
Website : www.owmnahar.com
Email : share@owmnahar.com, msood@owmnahar.com
NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDERS OF NAHAR INDUSTRIAL

ENTERPRISES LIMITED PURSUANT TO ORDER DATED APRIL 5, 2022 OF THE HON'BLE NATIONAL
COMPANY LAW TRIBUNAL, CHANDIGARH BENCH, CHANDIGARH
MEETING
Day Saturday
Date 28.05.2022
Time 10.00 AM
Venue/ Mode of Meeting Through Video Conference/Other Audio-Visual Means
Cut off date for e-voting 21.05.2022
Remote e-voting start date and time Wednesday, 25th May, 2022 (9.00 AM)
Remote e-voting end date and time Friday, 27th May, 2022 (5.00 PM)
INDEX
Sr. No. Contents Page Nos.

1. Notice convening the meeting of equity shareholders of Nahar Industrial Enterprises 3-12
Limited (“Notice”)
2. Explanatory Statement under Sections 230 and 232 read with Section 102 and other 13-31
applicable provision of the Companies Act, 2013 (“Act”) and Rule 6 of the
Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“CAA
Rules”)
3. Annexure I 32-45
Scheme of Amalgamation of Cotton County Retail Limited (“Transferor Company”)
with Nahar Industrial Enterprises Limited (“Transferee Company” or “Company”)
and their respective shareholders and creditors (“Scheme”).
4 Annexure II 46-58
Valuation Report dated August 27, 2021 prepared by Mr. Pankaj Bhalla, Chartered
Accountant and the Registered Valuer (IBBI/RV/06/2020/13265) describing the
methodology adopted by them in arriving at and recommending the Share Exchange
Ratio.
1
5 Annexure III 59-66
Fairness Opinion dated August 27, 2021 prepared by M/s. Master Capital Services
Limited, a Category I Merchant Banker providing the Fairness Opinion on the Share
Entitlement Ratio recommended by the Registered Valuer (“Fairness Opinion”)
6. Annexure IV 67-68
Complaint Report submitted by the Company to the National Stock Exchange of
India Limited (“NSE”)
7. Annexure V 69-70
Complaint Report submitted by the Company to the BSE Limited (“BSE”)
8. Annexure VI 71-72
Copy of Observation letter dated November 26, 2021 given by the NSE on the
Scheme.
9. Annexure VII 73-74
Copy of Observation letter dated November 26, 2021 given by the BSE on the
Scheme.
10 Annexure VIII 75-77
Report adopted by the Board of Directors of the Transferee Company in its meeting
held on August 27, 2021 pursuant to the provisions of Section 232(2)(C) of the Act.
11 Annexure IX 78-80
Report adopted by the Board of Directors of the Transferor Company in its meeting
held on August 27, 2021 pursuant to the provisions of Section 232(2)(C) of the Act.
12 Annexure X 81-93
Information in the format prescribed for abridged prospectus pertaining to the
unlisted entity i.e., Transferor Company involved in the Scheme as specified in Part E
of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”) along with the
compliance report issued by Master Capital Services Limited, a Category I Merchant
Banker.
13 Annexure XI 94-117
Audited financial statements (both standalone and consolidated) of the Transferee
Company as on March 31, 2021 and provisional accounting statement of the
Transferee Company as on December 31, 2021.
14 Annexure XII 118-121
Audited financial statements of the Transferor Company as on March 31, 2021 and
provisional accounting statement, management certified, of the Transferor Company
as on December 31, 2021.
15 Annexure XIII 122-123
Auditor's certificates that the accounting treatment proposed in the Scheme is in
conformity with the accounting standards prescribed under Section 133 of the Act.
2
BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,
CHANDIGARH BENCH, AT CHANDIGARH
Company Application No. CA (CAA) No. 2/Chd/Pb/2022
In the matter of the Companies Act, 2013

And
In the matter of Sections 230-232 read with Section 66 and other applicable
provisions of the Companies Act, 2013 read with Companies (Compromises,
Arrangements and Amalgamations) Rules, 2016
And
In the matter of Scheme of Arrangement
BETWEEN
COTTON COUNTY RETAIL LIMITED
(Applicant Company 1/ Transferor Company)
WITH
(Applicant Company 2/ Transferee Company)
AND
THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS
Cotton County Retail Limited, a Company incorporated Applicant Company 1/ Transferor Company
under the Companies Act, 1956 having Corporate
Identity Number: U51311PB2001PLC024753 and its
Registered office at Premises of Nahar Industrial
Enterprises Limited, Focal Point, Ludhiana – 141010,
Punjab, India
Nahar Industrial Enterprises Limited, a Company Applicant Company 2/Transferee Company
incorporated under the Companies Act, 1956 having
Corporate Identity Number: L15143PB1983PLC018321
and its Registered office at Focal Point, Ludhiana –
141010, Punjab, India
NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS OF THE TRANSFEREE COMPANY
To
The Equity Shareholders of Nahar Industrial Enterprises Limited
Notice is hereby given that in the above mentioned Company Application, the Hon'ble National Company Law
Tribunal, Chandigarh Bench, Chandigarh ('Tribunal') by an Order dated April 05, 2022 has directed that a
meeting of the equity shareholders of the Transferee Company, will be held for the purpose of considering, and
if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement for
Amalgamation of Cotton County Retail Limited ('Transferor Company') with Nahar Industrial Enterprises
Limited ('Transferee Company') and their respective shareholders and creditors ('Scheme') pursuant to the
provisions of section 230-232 of the Companies Act, 2013 and the other applicable provisions of the
Companies Act, 2013 and rules framed thereunder.
Pursuant to the said Order of Tribunal and as directed therein, the meeting of the equity shareholders of the
Transferee Company i.e. Nahar Industrial Enterprises Limited ('Meeting') will be held on Saturday, 28th May,
2022 at 10.00 AM through Video Conference (“VC”)/ Other Audio-Visual Means (“OAVM”) (“Meeting”) in
3
compliance with the applicable provisions of the Companies Act, 2013 (“Companies Act”) ; General Circulars
No. 14/2020 dated April 8, 2020; No. 17/2020 dated April 13, 2020; No. 20/2020 dated May 5, 2020, No.
39/2020 dated December 31, 2020, No. 19/2021 and 20/2021 dated December 8, 2021 issued by the Ministry
of Corporate Affairs, Government of India (collectively referred to as the “MCA Circulars”); and Circulars No.
SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and No. SEBI/HO/CFD/CMD2/CIR/P/2021/11
dated January 15, 2021 and SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 and SEBI
Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020, as amended (collectively
referred to as the “Circulars issued by the SEBI”) and the said equity shareholders are requested to attend
the Meeting. At the Meeting, the following resolution will be considered and if thought fit, be passed, with or
without modification :
“RESOLVED THAT pursuant to the provisions of Section 230 read with Section 232 of the Companies Act,
2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other
applicable provisions of the Companies Act, 2013, the rules, circulars and notifications made there under
(including any statutory modification or re-enactment thereof), the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirement) Regulations, 2015 (including any statutory modification or
re-enactment thereof), the Securities Exchange Board of India Circular No. CFD/DIL3/CIR/2017/21 dated
March 10, 2017 as amended from time to time; the Observation Letters issued by BSE Limited - Letter No.
DCS/AMAL/TL/R37/2154/2021-22 dated November 26, 2021 and National Stock Exchange of India Limited -
Letter No. NSE/LIST/26721_II dated November 26, 2021 and subject to the provisions of the Memorandum
and Articles of Association of the company and subject to the approval of the Hon'ble National Company Law
Tribunal, Chandigarh Bench, Chandigarh ('NCLT') and subject to such other approvals, permissions and
sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and
modifications as may be prescribed or imposed by the Hon'ble NCLT or by any regulatory or other authorities,
while granting such consents, approvals and permissions which may be agreed to by the Board of Directors of
the Company (hereinafter referred to as 'Board' which term shall deemed to mean and include one or more
committee(s) constituted / to be constituted by the Board or any other person authorized by it to exercise its
powers including the powers conferred by this Resolution), approval of the equity shareholders of the
Transferee Company be and is hereby accorded to the proposed Scheme of Arrangement for Amalgamation
of Cotton County Retail Limited with Nahar Industrial Enterprises Limited and their respective shareholders
and creditors ('Scheme'), which was circulated along with this notice.”
“RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and
things, as it may in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to
this resolution and effectively implement the amalgamation embodied in the Scheme and to accept such
modifications, amendments, limitations and / or conditions, if any, which may be required and / or imposed by
the Hon'ble NCLT while sanctioning the arrangement embodied in the Scheme or by any authorities under law,
or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the
Scheme, as the Board may deem fit and proper.”
TAKE FURTHER NOTICE THAT
1. This Meeting is held through VC/OAVM pursuant to the Order passed by the NCLT and in compliance with
the MCA Circulars and the Circulars issued by SEBI. Physical attendance of the equity shareholders has
been dispensed with. Accordingly, the facility for appointment of proxies by the equity shareholders will not
be available for the present Meeting and hence, the Proxy Form and Attendance Slip are not annexed to
this Notice. However, in pursuance of Sections 112 and 113 of the Companies Act, 2013, authorized
representatives of institutional/corporate shareholders may be appointed for the purpose of voting
through remote e-voting, for participation in the Meeting through VC/OAVM facility and e-voting during the
4
Meeting provided that such equity shareholder sends a copy of its board or governing body
resolution/authorization etc., authorizing its representative to attend the Meeting through VC/OAVM on its
behalf, vote through e-voting during the Meeting and/ or to vote through remote e-voting.
2. The notice of the Meeting and the Scheme of Amalgamation together with the documents accompanying
the same, including the explanatory statement is being sent to the shareholders of the company as on
31.03.2022 through electronic mode whose email addresses are registered with the Transferee
Company/Depositories and through courier or registered post to those equity shareholders who have not
registered their e-mail IDs with Depositories/ Company.
3. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners
maintained by the Depositories as on the cut-off date, i.e. 21st May, 2022 only shall be entitled to exercise
his/her/its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is
not an equity shareholder as on the cut-off date, should treat the Notice for information purpose only.
Participation of members through VC/OAVM will be reckoned for the purpose of quorum for the Meeting as
per section 103 of the Companies Act, 2013.
4. The Transferee Company has extended the remote e-voting facility for its equity shareholders, to enable
them to cast their votes electronically. The instructions for remote e-voting and e-voting at the Meeting are
appended to the Notice. The equity shareholders opting to cast their votes by remote e-voting and voting
during the Meeting through VC/OAVM are requested to read the instructions in the Notes below carefully.
In case of remote e-voting, the votes should be cast in the manner described in the instructions.
Remote E-voting Period
Commencement of Voting Wednesday, 25th May, 2022 (9.00 AM)
End of Voting Friday, 27th May, 2022 (5.00 PM)
5. A copy of the said Scheme, statement under Sections 230 and 232 read with Section 102 and other
applicable provisions of the Act and Rule 6 of the Companies (Compromises, Arrangements and
Amalgamations) Rules, 2016 (“CAA Rules”) along with all annexures to such statement are enclosed
herewith. A copy of this Notice and the accompanying documents are also placed on the website of the
Company i.e. www.owmnahar.com; the website of Central Depository Services (India) Limited i.e.
www.cdslindia.com, being the agency appointed by the Company to provide the e-voting and other
facilities for convening of the Meeting; and the website of the Stock Exchanges i.e. BSE Limited and
National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com.
6. Copies of the said Scheme and explanatory statement under Section 230 of the Companies Act, 2013
read with Rule 6(3) of the CAA Rules can be obtained free of charge on any day (except Saturday, Sunday
and public holidays) at the registered office of the Transferee Company at Focal Point, Ludhiana –
141010, Punjab, India.
7. In terms of the directions contained in the Order, the notice convening the Meeting will be published
through advertisement in the newspapers i.e. “Financial Express” (English) and Punjabi Jagran (Punjabi)
both in All India Editions.
8. The Hon'ble Tribunal has appointed Mr. Justice Mahavir Singh Chauhan (Retd.) as the Chairperson for
the Meeting, including for any adjournment(s) thereof. The Tribunal has also appointed Mr. Abhinav Sood,
Advocate, as the Alternate Chairperson for the meeting including for any adjournment(s) thereof and
appointed Mr. Khushvinder Singhal, Advocate, as the Scrutinizer for the Meeting, including for any
adjournment(s) thereof.
9. The above-mentioned Scheme, if approved at the aforesaid Meeting, will be subject to the subsequent
5
sanction of the Tribunal and such other approvals, permissions and sanctions of regulatory or other
authorities, as may be necessary.
10. Relevant documents referred to in the notice and the explanatory statement are open for inspection by the
members of the Transferee Company namely Nahar Industrial Enterprises Limited, Registered Office:
Focal Point, Ludhiana – 141010, Punjab between 11.00 a.m. to 12.00 p.m. (IST) on any working day up to
the date of the Meeting. Equity shareholders desiring inspection of these documents through electronic
mode may send their request in writing to the Transferee Company at Email id: share@owmnahar.com
and the Transferee Company would provide inspection to such equity shareholders.
11. The equity shareholders of the Transferee Company can join the Meeting 15 minutes before the
scheduled time of commencement of the Meeting by following the procedure mentioned in this notice.
For Nahar Industrial Enterprises Limited
Sd/-
Place : Ludhiana Mukesh Sood
Date: April 11, 2022 Company Secretary
NOTES
1. The details of the process and manner for remote e-voting are explained herein below:- Information and
instructions for Remote e-voting by Individual Shareholders holding shares of the Transferee Company in
demat mode:
a. As per SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on “e-Voting
facility provided by Listed entities”, e-Voting process has been enabled to all the individual demat
account holders, by way of single login credential, through their demat accounts / website of
Depositories / DPs in order to increase the efficiency of the voting process.
b. Individual demat account holders would be able to cast their vote without having to register again with
the e-voting Service Provider (ESP) thereby not only facilitating seamless authentication but also
ease and convenience of participating in e-Voting process. Shareholders are advised to update their
mobile number and e-mail ID with their DPs to access e-Voting facility.
c. Pursuant to above said SEBI Circular, Login method for e-voting and joining virtual meetings for
Individual shareholders holding securities in Demat mode is given below:
Type of Shareholders Login Method
Individual Shareholders i) Users who have opted for CDSL's Easi/Easiest facility, can login through
holding securities in their existing user id and password. Option will be made available to
Demat mode with CDSL reach e-voting page without any further authentication. The URLs for
users to login to Easi/Easiest are https://web.cdslindia.com/myeasi/
home/login or www.cdslindia.com and click on Login icon and select
New System Myeasi
ii) After successful login the Easi/Easiest user will be able to see the e-
voting option for eligible companies where the evoting is in progress. On
clicking the e-voting option, the user will be able to see e-Voting page of
the e-Voting Service Providers for casting votes along with links of the
respective e-voting service provider i.e. CDSL/NSDL/KARVY/LINK
INTIME as per information provided by Issuer/ Company. Additionally,
we are providing links to ESP so that the user can visit the ESP's site
directly.
iii) If the user is not registered for Easi/Easiest, option to register is
available at https://web.cdslindia.com/myeasi/Registration/Easi
6
Registration
iv) Alternatively, the user can directly access e-voting page by providing
Demat Account Number and PAN No. from a link in www. cdslindia.com
home page. The system will authenticate the user by sending OTP on
registered Mobile & Email as recorded in the Demat Account. After
successful authentication, user will be provided links for the respective
ESP where the e-voting is in progress during or before the Meeting.
Individual Shareholders i) If you are already registered for National Securities Depository Limited
holding securities in ('NSDL') IDeAS facility, please visit the e-Services website of NSDL.
Demat mode with NSDL Open web browser by typing the following URL: https://eservices.nsdl.
com either on a Personal Computer or on a mobile. Once the home page
of e-Services is launched, click on the “Beneficial Owner“ icon under
“Login” which is available under 'IDeAS' section. A new screen will open.
You will have to enter your User ID and Password. After successful
authentication, you will be able to see e-voting services. Click on
“Access to e-voting” under e-voting services and you will be able to see
e-voting page. Click on company name or e-voting service provider
name and you will be re-directed to e-voting service provider website for
casting your vote during the remote e-voting period or joining virtual
meeting & voting during the meeting.
ii) If the user is not registered for IDeAS e-Services, option to register is
available at https://eservices.nsdl.com. Select “Register Online for
IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/
IdeasDirectReg.jsp
iii) Visit the e-Voting website of NSDL. Open web browser by typing the
following URL: https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon "Login" which is available under
'Shareholder/ Member' section. A new screen will open. You will have to
enter your User ID (i.e. your sixteen digit demat account number hold
with NSDL), Password/OTP and a Verification Code as shown on the
screen. After successful authentication, you will be redirected to NSDL
Depository website wherein you can see e-Voting page. Click on
company name or e-Voting service provider name and you will be
redirected to e-Voting service provider website for casting your vote
during the remote e-Voting period or joining virtual meeting & voting
during the meeting.
Individual Shareholders i) You can also login using the login credentials of your demat account
(holding securities in through your Depository Participant registered with NSDL/CDSL for e-
demat mode) login Voting facility. After successful login, you will be able to see e-Voting
through their option. Once you click on e-Voting option, you will be redirected to
Depository Participants NSDL/CDSL Depository sites after successful authentication, wherein
you can see e-Voting feature. Click on company name or e-Voting
service provider name and you will be redirected to e-Voting service
provider's website for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
7
Important note: Members who are unable to retrieve User ID/Password are advised to use Forget
User ID and Forget Password option available at abovementioned website.
d. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues
related to login through Depository i.e. CDSL and NSDL
Login type Helpdesk details
Individual Shareholders Members facing any technical issue in login can contact CDSL
holding securities in helpdesk by sending a request at helpdesk.evoting@cdslindia.com
Demat mode with CDSL or contact at 022- 23058738 and 022-23058542-43.
Individual Shareholders Members facing any technical issue in login can contact
holding securities in NSDL helpdesk by sending a request at evoting@nsdl.co.in or call
Demat mode with NSDL at toll free no.: 1800 1020 990 and 1800 22 44 30
e. Login method for e-voting and joining virtual meeting for shareholders
I. In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Rules, 2014 and applicable provisions of SS-2
issued by ICSI, the Company is pleased to offer e-voting facility as an alternative mode of voting
which will enable the Members to cast their votes electronically on the resolutions mentioned in
the notice convening meeting of the equity shareholders.
II. The Notice is being sent by E-mail to those members who have registered their E-mail address
with the Company/Depository Participants.
III. The instructions for shareholders voting electronically are as under:
i. The voting period begins on 25.05.2022 (09.00 a.m.) and ends on 27.05.2022 (05.00 p.m.).
During this period shareholders' of the Company, holding shares either in physical form or in
dematerialized form, as on the cut-off date (record date) of 21.05.2022 may cast their vote
electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
ii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at
the meeting venue.
iii. The shareholders should log on to the e-voting website www.evotingindia.com during the
voting period.
iv. Click on “Shareholders” module.
v. Now Enter your User ID
a) For CDSL: 16 digits beneficiary ID,
b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c) Members holding shares in Physical Form should enter Folio Number registered with the
Company.
Or
Alternatively, if you are registered for CDSL's EASI/EASIEST e-services, you can log-in
at https://www.cdslindia.com from Login-Myeasi using your login credentials. Once you
successfully log-in to CDSL's EASI/EASIEST eservices, click on e-Voting option and
proceed directly to cast your vote electronically.
vi. Next enter the Image Verification as displayed and Click on Login.
vii. If you are holding shares in demat form and had logged on to www.evotingindia.com and
voted on an earlier voting of any company, then your existing password is to be used.
8
viii. If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
· Members who have not updated their PAN with the Company/
Depository Participant are requested to use the first two letters of their
name and the 8 digits of the sequence number (SQN) in the PAN Field.
· If the sequence number is less than 8 digits; enter the applicable
number of 0's before the number after the first two characters of the
name in CAPITAL letters. E.g. If your name is Ramesh Kumar with
sequence number 1 then enter RA00000001 in the PAN field. The
persons entitled to vote on cut-off date may obtain details of sequence
number from the company /RTA.
Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
Details or Date recorded in your demat account or in the company records in order to Login.
of Birth · If both the details are not recorded with the depository or company,
please enter the member id / folio number in the Dividend Bank Details
field as mentioned in instructions (v).
ix. After entering these details appropriately, click on “SUBMIT” tab.

x. Members holding shares in physical form will then directly reach the Company selection screen.
However, members holding shares in demat form will now reach 'Password Creation' menu
wherein they are required to mandatorily enter their login password in the new password field.
Kindly note that this password is to be also used by the demat holders for voting for resolutions of
any other company on which they are eligible to vote, provided that the company opts for e-voting
through CDSL platform. It is strongly recommended not to share your password with any other
person and take utmost care to keep your password confidential.
xi. For Members holding shares in physical form, the details can be used only for e-voting on the
resolutions contained in this Notice.
xii. Click on the EVSN 220409001 for the relevant NAHAR INDUSTRIAL ENTERPRISES LIMITED
on which you choose to vote.
xiii. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option
“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you
assent to the Resolution and option NO implies that you dissent to the Resolution.
xiv. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
xv. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box
will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on
“CANCEL” and accordingly modify your vote.
xvi. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
xvii. You can also take print of the votes cast by clicking on 'CLICK HERE TO PRINT' option on the
voting page.
xviii.If Demat account holder has forgotten the same password then Enter the User ID and the image
verification code and click on Forgot Password & enter the details as prompted by the system.
xix. Facility for Non-Individual Shareholders and Custodians –Remote Voting
9
· Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are
required to log on to www. evotingindia.com and register themselves as Corporate.
· A scanned copy of the Registration Form bearing the stamp and sign of the entity should be
emailed to helpdesk.evoting@cdslindia.com.
· After receiving the login details a compliance user should be created using the admin login
and password. The Compliance user would be able to link the account(s) for which they wish
to vote on.
· The list of account(s) should be mailed to helpdesk.evoting@ cdslindia.com and on approval
of the accounts they would be able to cast their vote.
· A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued
in favour of the Custodian, if any, should be uploaded
· Alternatively non-individual shareholders are required to send the relevant board resolution/
authority letter etc. together with attested specimen signature of the duly authorized signatory
who are authorized to vote, at least 48 hours before the meeting to the Scrutinizer by email at
the email id: kvsinghal@gmail.com or to the Transferee Company at the email Id:
share@owmnahar.com, if they have voted from individual tab & not uploaded same in the
CDSL e-voting system for the scrutinizer to verify the same.
2. Instructions for e-voting for shareholders casting votes during the Meeting:-
· The procedure for e-voting during the Meeting is same as the instructions mentioned above for remote
e-voting.
· Only those shareholders, who are present in the Meeting through VC/OAVM facility and have not
casted their vote on the resolution through remote e-voting and are otherwise not barred from doing
so, shall be eligible to vote through e-voting system available during the Meeting.
· If any Votes are cast by the shareholders through the e-voting system available during the Meeting
and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the
votes casted by such shareholders shall be considered as invalid, as the facility of e-voting during the
meeting is available only to the shareholders attending the meeting.
· Shareholders who have voted through remote e-voting will be eligible to attend the Meeting. However,
they will not be eligible to vote during the Meeting.
· The voting rights of members shall be in proportion to their shareholding in the Transferee Company
as on the Cut-Off date.
3. Instructions with respect to participation by VC/OAVM are as follows:
· The procedure for attending Meeting & e-voting on the day of Meeting is same.
· The link for VC/OAVM to attend meeting will be available where the EVSN of the Transferee Company
will be displayed after successful login as per the instructions mentioned above for Remote e-voting.
· Shareholders who have voted through Remote e-voting will be eligible to attend the meeting.
However, they will not be eligible to vote at the Meeting.
· Shareholders are encouraged to join the Meeting through laptops/tablets for better experience.
· The shareholders will be required to allow Camera and use internet with good bandwidth to avoid any
disturbance during the Meeting.
10
· Please note that participants connecting from mobile devices or tablets or through laptop connecting
via mobile hotspot may experience audio/video loss due to fluctuation in their respective network. It is
therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid
glitches.
· Shareholders who would like to express their views/ask questions during the Meeting are requested
to register themselves as a speaker by sending their request at least 10 days prior to the meeting
mentioning their name, demat account number/folio number, email id, mobile number at
share@owmnahar.com. The shareholders who do not wish to speak during the Meeting but have
queries are encouraged to send their queries in advance 10 days prior to meeting mentioning their
name, demat account number/ folio number, email id, mobile number to share@owmnahar.com.
These queries will be responded appropriately by the Transferee Company.
· Those shareholders who have registered themselves as a speaker will only be allowed to express
their views/ask questions during the meeting.
· Only those shareholders, who are present in the Meeting through VC/OAVM facility and have not
casted their vote on the Resolution through remote e-voting and are otherwise not barred from doing
so, shall be eligible to vote through e-voting system available during the Meeting.
· The Members can join the Meeting in the VC/OAVM mode 15 minutes before the scheduled time of
the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of
participation at the Meeting through VC/OAVM would be on first come first served basis. This will not
include large Shareholders (Shareholders holding 2% or more shareholding), Promoters,
Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit
Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee,
Auditors etc. who are allowed to attend the Meeting without restriction on account of first come first
served basis.
4. Process for those shareholders whose email addresses are not registered with the depositories for
obtaining login credentials for e-voting:
· For Physical shareholders - please provide necessary details like Folio No., Name of shareholder,
scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card),
AADHAR (self-attested scanned copy of Aadhar Card) by email at share@owmnahar.com.
· For Demat shareholders - please update your email ID and mobile no. with your respective depository
participant (DP).
· For individual Demat shareholders - please update your email ID and mobile no. with your respective
depository participant (DP) which is mandatory while e-voting and joining virtual meeting through
depository.
· The company secretary shall co-ordinate with CDSL and provide the login credentials to the above
mentioned shareholders.
5. The NCLT has appointed Mr. Khushvinder Singhal to act as scrutinizer to scrutinize votes cast either at the
Meeting through e-voting or through remote e-voting and submit a report on votes cast to the Chairman of
the Meeting.
6. Subject to receipt of requisite majority of votes in favour of the Scheme as per Sections 230 to 232 of the
Act and in terms of the Circular dated March 10, 2017 bearing reference No. CFD/DIL3/ CIR/2017/21
issued by Securities and Exchange Board of India (“SEBI”), as amended from time to time the Resolution
proposed in the Notice shall be deemed to have been passed on the date of the Meeting.
11
7. In case you have any queries or issues regarding e-voting, you may refer to the Frequently Asked
Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write
an email to helpdesk.evoting@cdslindia.com or contact Mr. Nitin Kunder (022- 23058738) or Mr.
Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542). All grievances connected with
the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL),
Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill
Compounds, N M Joshi Marg, Lower Parel (East), Mumbai – 400 013 or send an email to
helpdesk.evoting@cdslindia.com or call on 022-23058542/43.
8. The Scrutinizer shall prepare his consolidated Scrutinizer's report and submit his report to the Chairman of
the Meeting or a person authorized by him in writing within two working days from the conclusion of the
Meeting. The scrutinizer's decision on the validity of the votes cast shall be final. The results together with
scrutinizer report shall be placed on the Transferee Company's website www.owmnahar.com and on the
website of CDSL at www.evotingindia.com immediately after the results are declared and communicated
to the BSE Limited and National Stock Exchange of India Limited, where the shares of the Transferee
Company are listed. As per the Order of Tribunal, the chairperson shall report the result of the NCLT
convened meeting to the tribunal within 7 days from the date of the conclusion of the meeting with regard
to the proposed scheme.
9. Shareholders who have not registered their email address with the Company's Registrar & share Transfer
Agent or with their respective Depository Participants and who wish to receive the notice of the Meeting of
the Company and all other communications sent by the company electronically can registered their email
IDs by submitting their detail i.e. Ledger Folio No., complete address, e-mail address, self-attested copy
of pan card, bank details etc.to the company's Registrar or to the company.
12
BEFORE THE NATIONAL COMPANY LAW TRIBUNAL,
CHANDIGARH BENCH, AT CHANDIGARH
Company Application No. CA (CAA) No. 2/Chd/Pb/2022
In the matter of the Companies Act, 2013
And
In the matter of Sections 230-232 read with Section 66 and other applicable provisions of the
Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations)
Rules, 2016
And
In the matter of Scheme of Arrangement
BETWEEN
(Applicant Company 1/ Transferor Company)
WITH
(Applicant Company 2/ Transferee Company)
AND
THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS
AND
Cotton County Retail Limited, a Company incorporated Applicant Company 1/ Transferor Company
under the Companies Act, 1956 having Corporate
Identity Number: U51311PB2001PLC024753 and its
Registered office at Premises of Nahar Industrial
Enterprises Limited, Focal Point, Ludhiana – 141010,
Punjab, India
Nahar Industrial Enterprises Limited, a Company Applicant Company 2/ Transferee Company
incorporated under the Companies Act, 1956 having
Corporate Identity Number: L15143PB1983PLC018321
and its Registered office at Focal Point, Ludhiana –
141010, Punjab, India
STATEMENT UNDER SECTIONS 230 AND 232 READ WITH SECTION 102 AND OTHER APPLICABLE
PROVISIONS OF THE COMPANIES ACT, 2013 (“ACT”) AND RULE 6 OF THE COMPANIES
(COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (“CAA RULES”) TO THE
NOTICE OF THE MEETING OF EQUITY SHAREHOLDERS OF NAHAR INDUSTRIAL ENTERPRISES
LIMITED, TRANSFEREE COMPANY, CONVENED PURSUANT TO ORDER OF THE HON'BLE NATIONAL
COMPANY LAW TRIBUNAL, CHANDIGARH BENCH, CHANDIGARH (“TRIBUNAL”) DATED APRIL 05,
2022 (“TRIBUNAL ORDER”)
1. The Scheme of Arrangement for amalgamation between Cotton County Retail Limited (the Transferor
Company”) and Nahar Industrial Enterprises Limited (the Transferee Company) and their respective
shareholders and creditors is referred to as the “Scheme” or “this Scheme” and the Transferor Company and
the Transferee Company are within the jurisdiction of National Company Law Tribunal (NCLT), Chandigarh
Bench. Cotton County Retail Limited is the“Applicant No.1” and Nahar Industrial Enterprises Limited is the
“Applicant No.2” in Company Application No. CA (CAA) No. 2/Chd/Pb/2022. Cotton County Retail Limited
and Nahar Industrial Enterprises Limited are hereinafter collectively referred to as the Companies.
13
2. Capital terms not defined herein and used in the Notice and this Statement shall have the same meaning
as ascribed to them in the Scheme.
3. This is an Explanatory Statement accompanying the Notice convening the meeting of equity shareholders
of Nahar Industrial Enterprises Limited (“Company” or “Transferee Company”), for the purpose of their
considering and if thought fit, approving, with or without modification(s), the proposed Scheme of
Arrangement for Amalgamation of Cotton County Retail Limited (“Transferor Company”) with Nahar
Industrial Enterprises Limited (“Transferee Company” or “Company”) and their respective shareholders
and creditors (“Scheme”). The Scheme provides for Amalgamation of Transferor Company with the
Transferee Company and consequent dissolution of the Transferor Company without winding up; under
Sections 230 to 232 and other applicable provisions of the Act.
4. Pursuant to order dated April 05, 2022 in Company Application CA (CAA) No. 2/Chd/Pb/2022 (”Order”)
passed by the Chandigarh Bench of the NCLT, the meeting of the equity shareholders of the Transferee
Company to be held on Saturday, 28th May, 2022 at 10.00 AM (“Meeting”) through video conferencing or
other audio-visual means (“VC/OAVM”)
5. A copy of the Scheme as approved by the Board of Directors of the Transferee Company, after
undertaking SEBI directions notified to the company by stock exchanges is enclosed as Annexure 1.The
proposed Scheme, in its present form or with any modification approved or imposed or directed by the
NCLT is envisaged to be effective from the Appointed Date (as defined in the Scheme) but shall be made
operative from the Effective Date (as defined in the Scheme).
6. The Scheme was placed before the Audit Committee and Board of Directors of the Transferee Company
at their respective meetings held on August 27, 2021. In accordance with the SEBI Circular, the Audit
Committee of the Transferee Company recommended the Scheme to the Board of Directors of the
Transferee Company inter-alia taking into account:
a. The valuation report dated August 27, 2021, prepared by Mr. Pankaj Bhalla, Chartered Accountant, a
Registered Valuer (IBBI Registration No. IBBI/RV/06/ 2020/13265), setting out the recommended
share exchange ratio, enclosed herewith as Annexure 2;
b. The fairness opinion dated August 27, 2021, prepared by Master Capital Services Limited, a SEBI
registered Category-1 Merchant Banker, providing the fairness opinion on the share exchange ratio,
enclosed herewith as Annexure 3; and
c. The certificate from the statutory auditors of the Transferee Company, M/s. K R Aggarwal &
Associates. Chartered Accountants, confirming that the accounting treatment as specified in
the Scheme is in compliance with the applicable Accounting Standards notified under the Companies
Act
7. As per order dated April 5, 2022 of NCLT, Chandigarh Bench, Chandigarh, Quorum of the meeting of the
equity shareholders of the Transferee Company is 18590 in number or 40% in value of the equity
shareholders. It is also directed that if the required Quorum is not present at the commencement of
meeting, then the meeting will be adjourned for 30 minutes, and thereafter the persons present and voting
shall be deemed to constitute the quorum.
8. Subject to receipt of requisite majority of votes in favour of the Scheme as per Sections 230 to
232 of the Act and in terms of the Circular dated March 10, 2017 bearing reference No.
CFD/DIL3/ CIR/2017/21 issued by Securities and Exchange Board of India (“SEBI”), as amended from
time to time the Resolution proposed in the Notice shall be deemed to have been passed on the date of the
Meeting.
14
DETAILS AS PER RULE 6(3) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND
AMALGAMATIONS) RULES, 2016
1. Details of the Transferee Company
Details of Nahar Industrial Enterprises Limited
Corporate identification number (CIN) L15143PB1983PLC018321
Permanent account number (PAN) AACCN3563A
Date of incorporation September 27, 1983
Type of company Public Limited Company
Registered office address Focal Point, Ludhiana – 141010, Punjab
E-mail address share@owmnahar.com, msood@owmnahar.com
Name of the stock exchange(s) where securities BSE Limited and National Stock Exchange of
of company are listed India Limited
2. Summary of the main objects as per the memorandum of association of the Transferee Company
The objects of the Transferee Company are set out in the Memorandum of Association.
“III. (A) MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS
INCORPORATION:
5. 'To carry on the business of processors, combers, spinners, weavers, knitters, manufacturers, dyers,
bleachers, finishers, laminators, balers and pressers of any fibrous or textile material whether an
agricultural or animal or natural products or its by-products or chemical or synthetic fibre and more
specially jute, hemp, silk, cotton, wool, mesta, nylon, terene, terylene, staple fibre or other synthetic
fibre and to manufacture and product from such raw material or textile material and to carry on the
business of buyers, sellers and dealers of all such raw or processed or semi processed materials and
to transact all manufacturing, cutting and preparing, process and mercantile business that may be
beneficial to the said business.
6. To carry on all or any of the business of manufacturer, importer, exporter, distributor and dealer in all
types and grades of sugar and its allied products and by-products such as molasses, baggase,
alcohol and other chemicals extracted from sugar and its allied products and by-products.'
(B) MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN
CLAUSE III(A):
…….
20. Subject to the provisions of the Companies Act, 2013 to amalgamate or to enter into partnership or
into any arrangement for sharing profits, union of interest, co-operation, joint venture or reciprocal
with any person or persons or company or companies carrying on or engaged in any business which
the company is authorized to carry on.
3. Main business carried on by the Transferee Company
The Transferee Company is a vertically integrated textile company engaged in the manufacture of cotton/
blended and dyed yarn, greige and processed fabrics. Besides Textiles, the Transferee Company is also
engaged in the manufacture of sugar.
4. Details of change of name of the Transferee Company during the last five years
The Transferee Company was incorporated on September 27, 1983 as a public limited company under
the name of “Oswal Fats and Oils Limited” under the Companies Act, 1956. the name of the Transferee
Company was changed from “Oswal Fats and Oils Limited” to “Nahar Industrial Enterprises Limited” on
15
October 21, 1994. There has been no change in the name of the Transferee Company during the last five
years.
5. Details of change in registered office of the Transferee Company during the last five years
There has been no change in the registered office of the Transferee Company during the last five years.
6. Details of change in objects of the Transferee Company during the last five years
There has been no change in the objects clause of the Memorandum of Association of the Transferee
Company in the last five years.
7. Details of the capital structure of the Transferee Company including authorized, issued,
subscribed and paid-up share capital
The authorized, issued, subscribed and paid-up share capital of the Transferee Company as on the date
of this Notice is as follows:
Particulars Amount (Rs.)
Authorized Share Capital
5,00,00,000 Equity Shares of Rs. 10/- each 50,00,00,000
1,25,00,000 – 5.5% Non-Convertible Non-Cumulative Redeemable 125,00,00,000
Preference Shares of Rs. 100/- each
Total 175,00,00,000
Issued, Subscribed and Paid up Share Capital
Add: Shares Forfeited Account (amount originally paid up) 19,91,343
1,16,20,000 – 5.5% Non-Convertible Non-Cumulative Redeemable 116,20,00,000
Total 156,23,42,753
There has been no change in the authorised, issued, subscribed and paid-up share capital of the
Transferee Company since the date of this Notice.
8. Names of the promoters of the Transferee Company along with their addresses
Sr. Name Address
1. Sh. Jawahar Lal Oswal 514, College Road, Civil Lines, LUDHIANA – 141001
2. Sh. Kamal Oswal 514, College Road, Civil Lines, LUDHIANA – 141001
3. Sh. Dinesh Oswal 514, College Road, Civil Lines, LUDHIANA – 141001
4. Mrs. Manisha Oswal 514, College Road, Civil Lines, LUDHIANA – 141001
5. Sh. Rishabh Oswal 514, College Road, Civil Lines, LUDHIANA – 141001
6. Sh. Abhinav Oswal 514, College Road, Civil Lines, LUDHIANA – 141001
7. Mrs. Sanjana Oswal 514, College Road, Civil Lines, LUDHIANA – 141001
8. Mrs. Ritu Oswal 514, College Road, Civil Lines, LUDHIANA – 141001
9. Sh. Sambhav Oswal 514, College Road, Civil Lines, LUDHIANA – 141001
10. Ms. Tanvi Oswal 514, College Road, Civil Lines, LUDHIANA – 141001
11. Oswal Woollen Mills Limited G.T.Road, Sherpur, LUDHIANA – 141003
16
12. J L Growth Fund Limited 105, Ashoka Estate, 24 Barakhamba Road,
NEW DELHI - 110001
13. Vardhman Investment Limited 105, Ashoka Estate, 24 Barakhamba Road,
NEW DELHI – 110001
14. Atam Vallabh Financiers Limited 105, Ashoka Estate, 24 Barakhamba Road,
15. Vanaik Investors Limited 105, Ashoka Estate, 24 Barakhamba Road,
16. Abhilash Growth Fund Private Ltd. 105, Ashoka Estate, 24 Barakhamba Road,
17. Kovalam Investment & C/o. Oswal Woollen Mills Ltd., G.T.Road, Sherpur,
Trading Co. Ltd. LUDHIANA – 141003
18. Nagdevi Trading & 105, Ashoka Estate, 24 Barakhamba Road,
Investment Co. Ltd. NEW DELHI – 110001
19. Nahar Growth Fund Private Limited 105, Ashoka Estate, 24 Barakhamba Road,
9. Names of the directors of the Transferee Company along with their addresses:
Sr. Name Category Address
1. Sh. Jawahar Lal Oswal Non-Executive Director 514, College Road, Civil Lines,
LUDHIANA – 141001
2. Sh. Kamal Oswal Vice Chairman-cum- 514, College Road, Civil Lines,
Managing Director LUDHIANA – 141001
3. Sh. Dinesh Oswal Non-Executive Director 514, College Road, Civil Lines,
LUDHIANA – 141001
4. Sh. Abhinav Oswal Executive Director 514, College Road, Civil Lines,
LUDHIANA – 141001
5. Sh. Dinesh Gogna Non-Executive Director 30-H, Bhai Randhir Singh Nagar,
LUDHIANA – 141012
6. Sh. Navdeep Sharma Non-Executive Director 200-E, Kitchlu Nagar,
LUDHIANA – 141001
7. Dr. Suresh Kumar Singla Independent Director 119-C, Kitchlu Nagar,
LUDHIANA – 141001
8. Dr. Roshan Lal Behl Independent Director 55, FF, HIG Flats, Sant Ishar Singh Nagar,
Pakhowal Road, LUDHIANA – 141001
9. Dr. Manisha Gupta Independent Director 270, Sun City, Amloh Road,
KHANNA – 141401
10. Sh. Parvinder Singh Pruthi Independent Director 662, Sector 11-B, CHANDIGARH – 160011
11. Sh. Ved Parkash Gaur Independent Director 41, New Lajpat Nagar, LUDHIANA – 141001
12. Dr. Inder Mohan Chhibba Independent Director 112-C, Ferozepur Road, Near MBD Mall,
Rajguru Nagar, LUDHIANA – 141012
17
10. Details of the Board Meeting of the Transferee Company at which the Scheme was approved
The Board of Directors of the Transferee Company approved the Scheme at its meeting held on August
27, 2021.The details of the directors who voted in favour of the resolution, who voted against the
resolution and who did not vote or participate in the resolution is given below:
Sr. No. Name of the Director Voted
1. Sh. Jawahar Lal Oswal Was granted leave of absence
2. Sh. Kamal Oswal For the resolution
3. Sh. Dinesh Oswal For the resolution
4. Sh. Abhinav Oswal For the resolution
5. Sh. Dinesh Gogna For the resolution
6. Sh. Navdeep Sharma For the resolution
7. Dr. Vijay Asdhir* For the resolution
8. Dr. Suresh Kumar Singla For the resolution
9. Dr. Roshan Lal Behl For the resolution
10. Dr. Manisha Gupta For the resolution
11. Sh. Parvinder Singh Pruthi For the resolution
12 Sh. Ved Parkash Gaur For the resolution
13. Dr. Inder Mohan Chhibba** ---
* Ceased to be an Independent Director with effect from September 30, 2021
** appointed as an Independent Director with effect from September 20, 2021
11. Extent of shareholding of directors and key managerial personnel of the Transferee Company
The details of the present directors and KMP of the Transferee Company and their respective
shareholdings in the Companies as on the date of this Notice are as follows:
Name of Directors /KMP Designation Shares held in the Shares held in the
the Transferor the Transferee
Company Company
Sh. Jawahar Lal Oswal Chairman Nil 1000
Sh. Kamal Oswal Vice Chairman-cum- Nil 1294
Managing Director
Sh. Dinesh Oswal Non Executive Director Nil 1000
Sh. Abhinav Oswal Executive Director Nil 1000
Sh. Dinesh Gogna Non-Executive Director 1 Nil
Sh. Navdeep Sharma Non-Executive Director Nil 1
Dr. Suresh Kumar Singla Independent Director Nil Nil
Dr. Roshan Lal Behl Independent Director Nil Nil
Dr. Manisha Gupta Independent Director Nil Nil
Sh. Parvinder Singh Pruthi Independent Director Nil Nil
Sh. Ved Parkash Gaur Independent Director Nil Nil
Dr. Inder Mohan Chhibba Independent Director Nil Nil
Sh. Bharat Bhushan Gupta Chief Financial Officer 1 205
Sh. Mukesh Sood Company Secretary Nil Nil
18
12. Disclosure about effect of the Scheme on the material interests of directors, Key Managerial
Personnel (KMP) and debenture trustee of the Transferee Company
The Directors or KMPs of the Transferee Company do not have any other interest in the Scheme except to
the extent of their shareholding, if any, in any of Companies involved in the Scheme. Further, the
Transferee Company does not have any debentures. Therefore, the question on the effect of the Scheme
on the material interests of the debenture trustee does not arise.
13. Effect of the Scheme on following parties in relation to the Transferee Company
Sr. No. Category of stakeholder Effect of the Scheme
(a) Equity Shareholders Upon coming into effect of the Scheme and in consideration for the
amalgamation, the Transferee Company shall, without any further
application or deed, issue and allot its equity shares, credited as
fully paid up, to all the equity shareholders holding fully paid up
equity shares of the Transferor Company whose names appear in
the register of members of the Transferor Company and / or whose
names appear as the beneficial owner of the shares of the
Transferor Company in the records of the depository, as on the
record date, to be fixed for the purpose of reckoning names of the
equity shareholders of the Transferor Company (“Transferor
Company Shareholders”) as per Clause 14 of the Scheme. The
equity shares held by the Transferee Company in the Transferor
Company shall stand cancelled as an integral part of the Scheme
and no equity shares of the Transferee Company shall be allotted in
respect of such equity shares.
The equity shares of the Transferee Company to be allotted to the
members of the Transferor Company shall be allotted in the
following ratio:
3 (Three) fully paid up equity shares of face value Rs. 10 (Rupees
ten only) each of the Transferee Company, to be issued for every 10
(Ten) fully paid up equity shares of face value Rs. 10 (Rupees ten
only) each held by the Transferor Company Shareholders.
Further, the authorized share capital of the Transferor Company
shall be consolidated and vested in and merge with the authorized
share capital of the Transferee Company in the manner as
stipulated in Clause 18.2 of the Scheme.
(b) Preference Shareholders The Transferor company is holding 76,20,000-5.5% Non-
Convertible Non-Cumulative redeemable preference shares
(NCNCRPS) of Rs. 100/- each in Transferee Company. Upon the
scheme becoming effective, in view of amalgamation of Transferor
Company with Transferee Company all NCNCRPS held by
Preference shares by the Transferor Company in the Transferee
Company shall be extinguished or shall be deemed to be
extinguished by the Transferee Company without any further act,
19
instrument or deed integral part of the Scheme. There will be no
impact on the remaining Preference Shares of the Transferee
Company.
(c) Key Managerial No rights of the Key Managerial Personnel (KMP) of the Transferee
Personnel (KMP) Company are being affected as a result of the Scheme.
(d) Directors The directors of the Transferee Company or their relatives do not
have any other interest in the Scheme except to the extent of their
shareholding, if any. The Scheme will have no effect on the office of
the existing Directors of the Transferee Company. All the directors of
the Transferor Company shall cease to be directors of the
Transferee Company on the effective date without affecting their
rights as shareholder, if any, in the Transferor Company. However, if
any such director is a director of the Transferee Company, he/she
would continue to hold his/her office in the Transferee Company as
per the terms of his/her appointment in the Transferee Company.
Further, no change in the Board of Directors of the Transferee
Company is envisaged on account of the Scheme. It is clarified that,
the composition of the Board of Directors of the Transferee
Company may change by appointments, retirements or
resignations in accordance with the provisions of the Act, SEBI
Listing Regulations and Memorandum and Articles of Association of
the Transferee Company.
(e) Promoters Refer to point (a) above for details regarding the effect on the
shareholders. The promoters of the Transferee Company, subject to
applicable laws, from time to time, shall continue to remain
promoters after the Scheme becomes effective.
(f) Non-Promoter Refer point (a) above, para 37 and Annexure VIII for details
Shareholders regarding the effect on the non-promoter shareholders.
(g) Creditors The creditors of the Transferee Company will not be affected in any
manner by the Scheme.
(h) Depositors The Transferee Company does not have any deposits. Therefore,
the question on the effect of the Scheme on depositors does not
arise.
(i) Debenture Holders The Transferee Company does not have any debentures.
Therefore, the question on the effect of the Scheme on debenture
holders does not arise.
(j) Debenture Trustee and The Transferee Company does not have any debentures or
Depositor Trustee depositors. Therefore, the question on the effect of the Scheme on
the debenture trustee or a depositor trustee does not arise.
(k) Employees No rights of the employees of the Transferee Company are being
affected as a result of the Scheme.
20
14. Amount due to unsecured creditors by the Transferee Company
The amount due from the Transferee Company to its unsecured creditors as on 31st October, 2021 is
Rs.131,97,82,928/-.
15. Details of investigation / proceedings pending against the Transferee Company under the
Companies Act, 2013
There are no proceedings pending inquiry or investigation under companies Act, 2013
16. Details of the Transferor Company
Details of Cotton County Retail Limited
Corporate identification number (CIN) U51311PB2001PLC024753
Permanent account number (PAN) AABCC7574P
Date of incorporation November 5, 2001
Type of company Public Limited Company
Registered office address Premises of Nahar Industrial Enterprises Limited,
Focal Point, Ludhiana – 141010, Punjab
E-mail address share@owmnahar.com, msood@owmnahar.com
Name of the stock exchange(s) where securities Not Listed on any Stock Exchange
of company are listed
17. Summary of the main objects as per the memorandum of association of the Transferee Company
The objects of the Transferee Company are set out in the Memorandum of Association.
“III. (A) MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS
INCORPORATION:
1. To carry on as importers and exporters, of all kinds of yarns and textiles, wholesale and retail
dealers, marketers, processors, as principals, as agents, as licensees or as Franchisee of
Garments, Textile Goods, Hosiery Goods, of all kinds of cloth, Cotton Goods and Readymade
Goods of every kind.
(B) THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS
ARE:
…….
22. To amalgamate with or take any other company or companies having object altogether or in part
similar to those of this Company.
18. Main business carried on by the Transferor Company
The Transferor company was engaged in the business of manufacturing and retailing of readymade
garments. The Transferor company started incurring losses from FY 2012 due to stiff competition and non
viability of operations and slowly closed down its business of manufacturing and retailing of garments in
FY 2019-20. The Transferee Company is not carrying any business activities.
19. Details of change of name of the Transferor Company during the last five years
The Transferor Company was originally incorporated as Creative Textrade Private Limited on 5.11.2001.
The word 'Private' was deleted under section 31 of the Companies Act, 1956 and converted into Public
Limited Company vide Order dated 10.05.2006 issued by the Registrar of Companies, Punjab, H.P. and
Chandigarh. The name of the company was changed to Nahar Retail Limited on 16.10.2006 and Cotton
County Retail Limited w.e.f. 16.5.2008. There has been no change in the name of the Transferor Company
21
during the last five years. The Transferor Company is an Associate Company of the Transferee company.
20. Details of change in registered office of the Transferor Company during the last five years
There has been no change in the registered office of the Transferor Company during the last five years.
21. Details of change in objects of the Transferor Company during the last five years
Clause No. 41 was inserted in the objects clause of the Memorandum of Association of the Transferor
Company on 30.6.2017 passed by the shareholders.
41. To make investments, subscribe, acquire, buy, hold, sell or otherwise deal in shares, stocks, bonds,
debentures, units or securities of any company, association, other bodies or any authority(ies) which
also includes investment in mutual funds, debt, equity or any kind of scheme including portfolio
management services etc. in such manner as may be determined from time to time.
22. Details of the capital structure of the Transferor Company including authorized, issued,
subscribed and paid-up share capital
The authorized, issued, subscribed and paid-up share capital of the Transferor Company as on the date of
this Notice is as follows:
Total 30,50,00,000
Issued, Subscribed and Paid up Capital
Total 21,46,32,400
There has been no change in the authorised, issued, subscribed and paid-up share capital of the
Transferor Company since the date of this Notice.
23. Names of the promoters of the Transferor Company along with their addresses
Sr. Name Address
1. Sh. Kamal Oswal 514, College Road, Civil Lines,
LUDHIANA – 141001
2. Sh. Rishabh Oswal 514, College Road, Civil Lines,
LUDHIANA – 141001
3. Nahar Industrial Enterprises Limited Focal Point, LUDHIANA – 141010
4. J L Growth Fund Limited 105, Ashoka Estate, 24 Barakhamba Road,
NEW DELHI - 110001
5. Vardhman Investment Limited 105, Ashoka Estate, 24 Barakhamba Road,
NEW DELHI - 110001
6. Atam Vallabh Financiers Limited 105, Ashoka Estate, 24 Barakhamba Road,
NEW DELHI - 110001
7. Vanaik Investors Limited 105, Ashoka Estate, 24 Barakhamba Road,
NEW DELHI - 110001
8. Abhilash Growth Fund Private Limited 105, Ashoka Estate, 24 Barakhamba Road,
NEW DELHI - 110001
9. Kovalam Investment & Trading Co. Ltd. C/o. Oswal Woollen Mills Ltd., G.T.Road, Sherpur,
LUDHIANA - 141003
22
24. Names of the directors of the Transferor Company along with their addresses:
Sr. Name Category Address
1. Sh. Kamal Oswal Non-Executive Director 514, College Road, Civil Lines,
LUDHIANA – 141001
2. Sh. Rishabh Oswal Non-Executive Director 514, College Road, Civil Lines,
LUDHIANA – 141001
3. Sh. Dinesh Gogna Non-Executive Director 30-H, Bhai Randhir Singh Nagar,
LUDHIANA – 141012
4. Sh. Bharat Bhushan Non-Executive Director Plot No. 16, Shakti Vihar, Badi Haibowal Road,
Gupta LUDHIANA – 141001
5. Dr. Manisha Gupta Independent Director 270, Sun City, Amloh Road, KHANNA – 141401
6. Dr. Inder Mohan Independent Director 112-C, Ferozepur Road, Near MBD Mall,
Chhibba Rajguru Nagar, LUDHIANA – 141012
7. Sh. Som Garg Whole Time Director & H.No. 599, Phase-I, Dugri Road, Urban Estate,
Chief Financial officer LUDHIANA-141013
25. Details of the Board Meeting of the Transferor Company at which the Scheme was approved
The Board of Directors of the Transferor Company approved the Scheme at its meeting held on August 27,
2021.The details of the directors who voted in favour of the resolution, who voted against the resolution
and who did not vote or participate in the resolution is given below:
Sr. No. Name of the Director Voted
1. Sh. Kamal Oswal For the resolution
2. Sh. Rishabh Oswal For the resolution
3. Sh. Dinesh Gogna For the resolution
4. Sh. Bharat Bhushan Gupta For the resolution
5. Dr. Manisha Gupta For the resolution
6. Dr. Inder Mohan Chhibba For the resolution
7. Sh. Som Garg For the resolution
26. Extent of shareholding of directors and key managerial personnel of the Transferor Company
The details of the present directors and KMP of the Transferor Company and their respective
shareholdings in the Companies as on the date of this Notice are as follows:
Name of Directors / KMP Designation Shares held in the Shares held in the
Transferee Company Transferor Company
Sh. Kamal Oswal Non Executive Director 1294 Nil
Sh. Rishabh Oswal Non Executive Director 1000 Nil
Sh. Dinesh Gogna Non Executive Director Nil 1
Sh. Bharat Bhushan Gupta Non Executive Director 205 1
Dr. Manisha Gupta Independent Director Nil Nil
Dr. Inder Mohan Chhibba Independent Director Nil Nil
Sh. Som Garg Whole Time Director & Nil 1
Chief Financial Officer
23
27. Effect of the Scheme on following parties in relation to the Transferor Company
Sr. No. Category of stakeholder Effect of the Scheme
(a) Equity Shareholders Upon coming into effect of the Scheme and in consideration for the
amalgamation, the Transferee Company shall, without any further
application or deed, issue and allot its equity shares, credited as fully
paid up, to all the equity shareholders holding fully paid up equity
shares of the Transferor Company whose names appear in the
register of members of the Transferor Company and / or whose
names appear as the beneficial owner of the shares of the Transferor
Company in the records of the depository, as on the record date, to
be fixed for the purpose of reckoning names of the equity
shareholders of the Transferor Company (“Transferor Company
Shareholders”) as per Clause 14 of the Scheme. The equity shares
held by the Transferee Company in the Transferor Company shall
stand cancelled as an integral part of the Scheme and no equity
shares of the Transferee Company shall be allotted in respect of
such equity shares.
The equity shares of the Transferee Company to be allotted to the
members of the Transferor Company shall be allotted in the following
ratio:
3 (Three) fully paid up equity shares of face value Rs. 10 (Rupees
ten only) each of the Transferee Company, to be issued for
every 10 (Ten) fully paid up equity shares of face value Rs. 10
(Rupees ten only) each held by the Shareholders of Transferor
Company .
Further, the authorized share capital of the Transferor Company
shall be consolidated and vested in and merge with the authorized
share capital of the Transferee Company in the manner as stipulated
in Clause 18.2 of the Scheme.
(b) Preference Shareholders The transferor company has not issued any preference shares.
(c) Key Managerial No rights of the Key Managerial Personnel (KMP) of the Transferor
Personnel (KMP) Company are being affected as a result of the Scheme.
(d) Directors All the directors of the Transferor company shall cease to be
directors of the Transferee company on the effective date without
affecting their rights as shareholder, if any, in the Transferor
company. However, if any such director is a director of the
Transferee company, he/she would continue to hold his/her office in
the Transferee company as per the terms of his/her appointment in
the Transferee company.
(e) Promoters Refer to point (a) above for details regarding the effect on the
shareholders.
(f) Non-Promoter All equity shares in the Transferor company are held by promoters.
Shareholders Refer point (a) above.
24
(g) Creditors The creditors of the Transferor Company will not be affected in any
manner by the Scheme.
(h) Depositors The Transferor Company does not have any deposits. Therefore, the
question on the effect of the Scheme on depositors does not arise.
(i) Debenture Holders The Transferor Company does not have any debentures. Therefore,
the question on the effect of the Scheme on debenture holders does
not arise.
(j) Debenture Trustee and The Transferor Company does not have any debentures or
Depositor Trustee depositors. Therefore, the question on the effect of the Scheme on
the debenture trustee or on depositor trustee does not arise.
(k) Employees All employees in the service of Transferor company shall become the
employees of the Transferee company. No rights of the employees of
the Transferor Company are being affected as a result of the
Scheme.
28. Disclosure about effect of the Scheme on the material interests of directors, Key Managerial
Personnel (KMP) and debenture trustee of the Transferor Company
The Directors or KMPs of the Transferor Company do not have any other interest in the Scheme except to
the extent of their shareholding, if any, in any of Companies involved in the Scheme. Further, the
Transferor Company does not have any debentures. Therefore, the question on the effect of the Scheme
on the material interests of the debenture trustee does not arise.
29. Amount due to unsecured creditors by the Transferor Company
The amount due from the Transferor Company to its unsecured creditors as on 31st October, 2021 is
Rs. 8,03,706/-
30. Details of investigation / proceedings pending against the Transferor Company under the
Companies Act, 2013.
No investigation or prosecution instituted are pending under applicable provisions of the Companies Act,
2013 or erstwhile provisions of Companies Act, 1956 against the Transferor Company.
31. Relationship among the Companies who are parties to the Scheme
Both Transferor and Transferee company belong to same promoter group. The Transferor Company i.e.
Cotton County Retail Limited is an Associate Company of the Transferee Company i.e. Nahar Industrial
Enterprises Limited. The Transferee Company currently holds 47.66 % shareholding in the Transferor
Company.
32. Rationale and the benefits of the Scheme as perceived by the Board of Directors of the Transferee
Company
(a) Both Transferor and Transferee Company belong to same promoter Group. The Transferor
Company was engaged in the business of manufacturing and retailing of readymade garments. The
Transferor Company used to procure its major raw material i.e. fabrics from Transferee Company.
The retailing business of the Transferor company was doing well and the products of the company
were widely accepted. The Transferor Company started incurring losses from FY ended 2012 due to
stiff competition and non-viability of operations and slowly closed down its business of manufacturing
and retailing of garments in FY 2019-20. Transferee Company is holding 47.66% equity
shareholding in the Transferor Company and the balance equity shares of Transferor Company are
being held by Promoters of the Transferee Company. Since the business of manufacturing and
25
retailing of garments of Transferor Company have been totally closed therefore, it has been thought
proper to merge Transferor Company having surplus funds presently invested in the form of
preference shares in Transferee Company. In this Scheme of amalgamation, the 47.66% of equity
shareholding in the Transferor Company held by the Transferee Company would be cancelled
without further application, act or deed. Upon the scheme becoming effective and as a consideration
for the amalgamation of Transferor Company, the Transferee Company would issue equity shares to
the equity shareholders of the Transferor Company in the manner stated in the scheme. This scheme
would also enable the Transferee Company to finish its liabilities against the funds invested by
Transferor Company in the form of preference shares. While conceiving this scheme it has also
perused that there are no accumulated business losses of Transferor Company to be paid-off.
(b) With proposed amalgamation the funds invested by Transferor Company would remain with
Transferee Company, it would help the Transferee Company to face current and future challenges in
a better way. The Transferee Company's holding of 47.66% in Transferor Company will be
extinguished and in lieu of the funds invested by the Transferor Company only 52.34% will be
acknowledged by the Transferee Company by issuing the fresh equity shares to that extent. The Net
worth of Transferor Company as on 31.12.2020 is Rs. 80.40 Crores as against the total face value of
equity share capital of Rs. 21.46 Crores. Thus from all angle it is a win-win situation for Transferee
Company.
(c) Simplified management structures belong to better administration and reduction in costs from more
focused operational efforts, reduction in multiplicity of legal and regulatory compliances and
rationalization of administrative expenses. By virtue of proposed amalgamation of Transferor
Company in Transferee Company, the operation of both companies shall be brought under a single
control.
(d) The Board of Directors of Transferor Company and Transferee Company are of opinion that the
proposed arrangement for amalgamation would be advantageous and beneficial to the shareholders
and other stakeholders of both companies. The Scheme would not be prejudicial to the interest of
Creditors (secured and unsecured) of any of the companies.
Accordingly to achieve the above objectives, the board of directors of the Transferor Company and
Transferee Company have decided to make requisite applications and/or petitions before the National
Company Law Tribunal, Chandigarh bench (NCLT) under sections 230 to 232 and other applicable
provisions of the Companies Act, 2013, rules and regulations there under including any statutory
modifications or amendments thereof, for the sanction of this Scheme, for the amalgamation of Cotton
County Retail Limited (Transferor Company) with Nahar Industrial Enterprises Limited (Transferee
Company) in accordance with section 2 (1B) of the Income Tax Act, 1961. This Scheme also provides for
various other matters consequential to and/ or connected therewith.
33. Key salient features of the Scheme
(a) The scheme means the Scheme of Arrangement which provides for amalgamation of the Cotton
County Retail Limited/Transferor company/ (CCRL) with the Nahar Industrial Enterprises
Limited/Transferee company/(NIEL) in accordance with section 230 to 232 of the Companies Act,
2013 and /or other relevant provisions of the Act in its present form or with such modifications as may
be made and/or directed by the National Company Law Tribunal, Chandigarh Bench.This Scheme
also provides for various other matters consequential to and/ or connected therewith.
(b) On the Scheme becoming effective, the Transferor Company shall stand dissolved without being
wound up;
26
(c) Upon the Scheme of Arrangement coming into effect, the Transferee Company shall in consideration
of the amalgamation issue and allot to the members of the Transferor Company, holding fully paid-up
Equity Shares in the Transferor Company and whose names appear in the Register of Members of
the Transferor Company on the Record Date, equity shares of the Transferee Company. The equity
shares held by the Transferee Company either directly or through its Nominees, in the share capital of
the Transferor Company as on the Effective Date shall stand cancelled as per provisions of law.
(d) The equity shares shall be allotted to the members of Transferor Company, as per the ratio
determined by the valuation experts, registered as a valuer, namely Mr. Pankaj Bhalla, Chartered
Accountant, a Registered Valuer (IBBI Registration No. IBBI/RV/06/ 2020/13265), as specified in
section 247 of the Companies Act, 2013 read with applicable Rules. As per the valuation report,
members of the Transferor Company shall be allotted 3 (Three) Equity Shares in Transferee
Company of Rs. 10 each credited as fully paid-up for every 10 (Ten) Equity shares of Rs. 10 each fully
paid-up held by such member in Transferor Company.
(e) CCRL /(Transferor company) is holding 76,20,000 - 5.5% Non-cumulative Non-convertible
redeemable preference shares (NCNCRPS) of Rs. 100/- each in NIEL /(Transferee company). Upon
the scheme becoming effective, in view of amalgamation of Transferor Company with Transferee
Company all NCNCRPS held by CCRL in NIEL shall be extinguished or shall be deemed to be
extinguished by the Transferee Company without any further act, instrument or deed.
(f) “Appointed Date” means the commencement of business on 1st day of April, 2021 and is the date
with effect from which the Scheme of Arrangement shall be applicable and effective for all purpose.
(g) “Effective Date” means the date on which the certified copy of the Order of the National Company
Law Tribunal, Chandigarh bench sanctioning the scheme is filed with the Registrar of Companies,
Punjab and Chandigarh. Any reference in the Scheme to the words “upon the Scheme becoming
effective” or “effectiveness of the Scheme” shall mean “Effective date”.
(h) “Record Date” shall mean such date to be fixed by the Board of Directors of the Transferee
Company for the purpose of determining the members of the Transferor Company to whom shares of
the Transferee Company will be allotted pursuant to this Scheme.
Note: The above are the salient features of the Scheme. The shareholders are requested to read the
entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereto.
34. Summary of valuation report and fairness opinions
Valuation Report
The Valuation Report dated 27th August, 2021 issued by Mr. Pankaj Bhalla, Chartered Accountant,
Registered Valuer (IBBI/RV/06/2020/13265) recommended below share entitlement ratio for the
Scheme:
Valuation Approach NIEL CCRL
Value per share Weight Value per share Weight
Asset Approach --- --- 34/- 100%
Income Approach --- — — —
Market Approach 113/- 100% — —
Relative Value per Share 113/- 34/-
Exchange Ratio (Rounded off) 3 10
27
Share Exchange Ratio
On consideration of the determined value, we recommend that a fair ratio of exchange of equity shares on
amalgamation of CCRL with NIEL would be 3 (Three) Fully paid up equity shares of Rs. 10/- each of NIEL
for every 10 (Ten) Fully paid up equity shares of Rs. 10/- each of CCRL. Please refer to the Valuation
Report enclosed as Annexure “II”.
Fairness Opinion
The Fairness Opinion Report dated 27th August, 2021 issued by M/s. Master Capital Services Limited,
a Category I Merchant Banker, has been issued in respect of the Valuation Report wherein it has
been stated that the proposed share entitlement ratio as recommended by the valuer, which forms
the basis of the proposed Scheme, is fair. Please refer to the Fairness Opinion enclosed as
Annexure “III”.
35. There shall be no debt restructuring of the Transferee Company and Transferor Company
pursuant to the Scheme.
36. Pre and Post Scheme Shareholding Pattern of the Companies
Pursuant to the Scheme, the Transferee Company shall issue shares to the shareholders of the
Transferor Company. The Transferor Company will stand dissolved without winding up in accordance with
the Scheme. Therefore, there will not be any post-Scheme shareholding pattern of the Transferor
Company. The pre-Scheme and expected post-Scheme shareholding pattern of the Transferee Company
is appended below :
PRE-SCHEME AND POST SCHEME SHAREHOLDING PATTERN OF THE TRANSFEREE COMPANY

(Based on shareholding data as on December 31, 2021)
Sr.No. Name & Category of Shareholders Pre-Scheme Post-Scheme

Total nos. Share- Total nos. Share-
shares holding as shares holding as
held a % of total held a % of total
no. of shares no. of shares
(A) Shareholding of Promoter & 27393178 68.77 30763618 71.20
Promoter Group
(1) Indian
Sh. Jawahar Lal Oswal 1000 0.01 1000 0.00
Sh. Kamal Oswal 1294 0.01 1294 0.01
Sh. Dinesh Oswal 1000 0.01 1000 0.00
Mrs. Manisha Oswal 1000 0.00 1000 0.00
Sh. Rishabh Oswal 1000 0.00 1000 0.00
Sh. Abhinav Oswal 1000 0.00 1000 0.00
Mrs. Sanjana Oswal 1000 0.00 1000 0.00
Mrs. Ritu Oswal 500 0.00 500 0.00
Sh. Sambhav Oswal 500 0.00 500 0.00
Ms. Tanvi Oswal 500 0.00 500 0.00
Oswal Woollen Mills Ltd. 2094819 5.26 2094819 4.85
J L Growth Fund Ltd. 6446456 16.18 7476586 17.30
Vardhaman Investment Ltd. 3915131 9.83 4770131 11.04
28
Atam Vallabh Financiers Ltd. 3212679 8.06 4007679 9.28
Vanaik Investors Ltd. 2753275 6.91 3293276 7.62
Abhilash Growth Fund Pvt. Ltd. 193545 0.49 322583 0.75
Kovalam Investment & Trading Co. Ltd. 6168408 15.48 6189679 14.33
Nagdevi Trading & Investment Co. Ltd. 2354279 5.91 2354279 5.45
Nahar Growth Fund Pvt. Ltd. 245792 0.62 245792 0.57
(2) Foreign 0 0 0 0
Total Shareholding of Promoter 27393178 68.77 30763618 71.20
and Promoter Group
(B) Public Shareholding 12441963 31.23 12441963 28.80
(1) Institutions 291002 0.73 291002 0.67
(2) Non Institutions 12150961 30.50 12150961 28.13
Total Public Shareholding 12441963 31.23 12441963 28.80
(c) Non-Promoter Non-Public Shareholding 0 0 0 0
(1) Shares held by Custodians and against 0 0 0 0
which DRs have been issued
(2) Employee Benefit Trust (under SEBI 0 0 0 0
(Share based Employee Benefit)
Regulations 2014)
(C) Total Non-Promoter Non-Public 0 0 0 0
Shareholding
Total (A) + (B) + (C) 39835141 100.00 43205581 100.00
PRE-SCHEME AND POST SCHEME SHAREHOLDING PATTERN OF THE TRANSFEROR COMPANY

(Based on shareholding data as on December 31, 2021)
Sr. No. Name & Category of Shareholders Pre-Scheme Post-Scheme
Total nos. Share-holding Total nos. Share-holding
shares as a % of shares as a % of
held total no. held total no.
of shares of shares
(A) Shareholding of Promoter & 21463240 100.00 0 0.00
Promoter Group
(1) Indian
J L Growth Fund Ltd. 3433766 16.00 0 0.00
Vardhman Investment Ltd. 2850000 13.28 0 0.00
Atam Vallabh Financiers Ltd. 2650000 12.35 0 0.00
Vanaik Investors Ltd. 1800003 8.39 0 0.00
Abhilash Growth Fund Pvt. Ltd. 430128 2.00 0 0.00
Kovalam Investment & Trading Co. Ltd. 70902 0.33 0 0.00
Nahar Industrial Enterprises Ltd.* 10228441 47.65 0 0.00
(2) Foreign 0 0 0 0
Total Shareholding of Promoter and 21463240 100.00 0 0.00
Promoter Group
(B) Public Shareholding 0 0 0 0
(1) Institutions 0 0 0 0
(2) Non Institutions 0 0 0 0
Total Public Shareholding 0 0 0 0
29
(c) Non-Promoter Non-Public Shareholding 0 0 0 0
(1) Shares held by Custodians and against 0 0 0 0
which DRs have been issued
(2) Employee Benefit Trust (under SEBI 0 0 0 0
(Share based Employee Benefit)
Regulations 2014)
(C) Total Non-Promoter Non-Public 0 0 0 0
Shareholding
Total- (A) + (B) + © 21463240 100.00 0 0.00
* 3 equity Shares held as nominee of Nahar Industrial Enterprises Limited
37. Details of approval from regulatory authorities
(a) Pursuant to the SEBI Circular read with Regulation 37 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Transferee Company has filed necessary applications before
the stock exchanges viz. National Stock Exchange of India Limited and BSE Limited seeking their no
objection to the Scheme. The Transferee Company has received Observation Letters dated
November 26, 2021 from both National Stock Exchange of India Limited and BSE Limited
respectively. Copies of the Observation Letters are enclosed as Annexure VI and VII respectively.
(b) As required by the SEBI Circular, the Companies have filed Reports on Complaints dated
08.10.2021 with both National Stock Exchange of India Limited and BSE Limited respectively. After
filing the Complaint Reports, the Transferee Company has received NIL complaints. Copies of the
aforementioned Complaints Reports are enclosed as Annexure IV and V.
(c) The Companies have made a joint application before the NCLT, Chandigarh Bench respectively for
the convening of meetings under Sections 230-232 and other applicable provisions of the
Companies Act, 2013.
(d) A copy of the Scheme along with the explanatory statement under Sections 230(3), 232(1), 232(2)
and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises,
Arrangements and Amalgamations) Rules, 2016 is also being forwarded, inter alia to the Registrar of
Companies, Chandigarh
(e) Audited financial statements (both standalone and consolidated) of the Transferee Company as on
March 31, 2021 and provisional accounting statement of the Transferee Company as on December
31, 2021 are enclosed as Annexure XI.
(f) Audited financial statements of the Transferor Company as on March 31, 2021 and provisional
accounting statement, management certified, of the Transferor Company as on December 31, 2021
are enclosed as Annexure XII.
(g) Upon the Scheme being approved by requisite majority of the shareholders and creditors of the
respective Companies involved in the Scheme as per the requirement of Section 230 of the
Companies Act, 2013, the Transferor Company and the Transferee Company will file a petition with
the Chandigarh Bench of the NCLT for sanction of the Scheme.
38. Copies of the Reports adopted by the respective Board of Directors of the Companies pursuant to the
provisions of Section 232(2)(C) of the Companies Act, 2013 are enclosed as Annexure VIII and IX
respectively.
39. Details of availability of documents for inspection
The following documents will be open for obtaining extract from or for making or obtaining copies of or
inspection by the equity shareholders of Transferee Company up to the date of the meeting at its
registered office between 11.00 a.m. and 12.00 p.m. (IST) on all working days, except Saturdays,
Sundays and public holidays. Equity shareholders desiring inspection of these documents through
30
electronic mode may send their request in writing to the Transferee Company at share@owmnahar.com
and the Transferee Company shall provide inspection through electronic mode to such equity
shareholders:
(i) Copy of the Scheme of Amalgamation and Arrangement;
(ii) Copies of the orders passed by the NCLT, Chandigarh Bench in Company Application No. CA (CAA)
No. 2/Chd/Pb/2022 dated April 05, 2022.
(iii) Copy of the Memorandum and Articles of Association of the Transferor Company and the Transferee
Company;
(iv) Copy of the audited financial statements of the Transferor Company for the financial year ended
March 31, 2021;
(v) Copy of the audited financial statements (both standalone and consolidated) of the Transferee
Company for the financial year ended March 31, 2021;
(vi) Copy of the provisional accounting statement (Limited reviewed) of the Transferor Company, for the
period ended December 31, 2021;
(vii) Copy of the provisional accounting statement, management certified, of the Transferor Company, for
the period ended December 31, 2021;
(viii) Copy of the Valuation Report issued by Pankaj Bhalla, registered valuer dated August 27, 2021;
(ix) Copy of the Fairness Opinion issued by Master Capital Services Limited, a Category-1 SEBI
registered merchant banker, dated August 27, 2021;
(x) Copy of the Report of the Audit Committee of the Transferee Company dated August 27, 2021;
(xi) Copies of the resolutions dated August 27, 2021 passed by the respective Board of Directors of the
Transferor Company and the Transferee Company, approving the Scheme;
(xii) Copies of the statutory auditors' certificates dated August 27, 2021 issued by K.R.Aggarwal &
Associates, Chartered Accountants to the Transferee Company;
(xiii) Copies of Observation Letters issued to the Transferee Company by National Stock Exchange of
India Limited on November 26, 2021 and BSE Limited on November 26, 2021 ;
(xiv) Copies of the Reports adopted by the Board of Directors of the Transferor Company and the
Transferee Company, respectively pursuant to provision of Section 232(2)© of the Companies Act,
2013;
(xv) Such other information or documents as the Board of Directors or management of the Transferee
Company believes necessary and relevant for making decision for or against the Scheme.
This explanatory statement is made under Section 230(3), 232(1) and (2)and 102 of the Companies Act,
2013 read with Rule 6 of the Companies(Compromises, Arrangements and Amalgamations) Rules, 2016.
A copy of the Scheme and explanatory statement may be obtained from the registered office of Nahar
Industrial Enterprises Limited / downloaded from the website of Nahar Industrial Enterprises Limited
www.owmnahar.com under the 'Investor Services' segment.
For Nahar Industrial Enterprises Limited
Sd/-
Place : Ludhiana Mukesh Sood
Date: April 11, 2022 Company Secretary
31
Annexure I
SCHEME OF ARRANGEMENT FOR AMALGAMATION
UNDER SECTIONS 230 – 232 AND OTHER APPLICABLE PROVISIONS
OF THE COMPANIES ACT, 2013
BETWEEN
AND
AND THEIR SHAREHOLDERS AND CREDITORS
1. DESCRIPTION OF COMPANIES
1.1 NAHAR INDUSTRIAL ENTERPRISES LIMITED {NIEL/TRANSFEREE COMPANY/
AMALGAMATED COMPANY} NIEL was incorporated on 27th September, 1983 as a Public Limited
company under the Companies Act, 1956 with the Registrar of Companies, Delhi and Haryana at New
Delhi. The name of the company was changed to Nahar Industrial Enterprises Limited w.e.f. 21st
October, 1994. The registered office of the Company was changed from NCT of Delhi to the State of
Punjab w.e.f. 31st May, 1996. NIEL is having its registered office at Focal Point, Ludhiana – 141010.
The Corporate Identification Number (CIN) of the Company is L15143PB1983PLC018321. NIEL is a
Listed Company and equity shares of the company are listed on the BSE Ltd. and National Stock
Exchange of India Ltd. NIEL is a vertically integrated textile company engaged in the manufacture of
cotton/ blended and dyed yarn, greige and processed fabrics. Besides Textiles, NIEL is also engaged
in the manufacture of sugar.
1.2 COTTON COUNTY RETAIL LIMITED (CCRL / TRANSFEROR COMPANY/AMALGAMATING
COMPANY) CCRL was originally incorporated as Creative Textrade Private Limited on 5.11.2001.
The name of the company was changed to Nahar Retail Limited on 16.10.2006 and Cotton County
Retail Limited w.e.f. 16.5.2008. The Corporate Identification Number (CIN) of the company is
U51311PB2001PLC024753. CCRL is having its registered office at the Premises of Nahar Industrial
Enterprises Ltd., Focal Point, Ludhiana –141010. CCRL is an unlisted public Company and an
Associate Company of the Transferee company.
2. RATIONALE OF THE SCHEME OF ARRANGEMENT
2.1 Both Transferor and Transferee Company belong to same promoter Group. The Transferor Company
was engaged in the business of manufacturing and retailing of readymade garments. The Transferor
Company used to procure its major raw material i.e. fabrics from Transferee Company. The retailing
business of the Transferor company was doing well and the products of the company were widely
accepted. The Transferor Company started incurring losses from FY ended 2012 due to stiff
competition and non-viability of operations and slowly closed down its business of manufacturing and
retailing of garments in FY 2019-20. Transferee Company is holding 47.66% equity shareholding in
the Transferor Company and the balance equity shares of Transferor Company are being held by
Promoters of the Transferee Company. Since the business of manufacturing and retailing of garments
of Transferor Company have been totally closed therefore, it has been thought proper to merge
Transferor Company having surplus funds presently invested in the form of preference shares in
Transferee Company. In this Scheme of amalgamation, the 47.66% of equity shareholding in the
Transferor Company held by the Transferee Company would be cancelled without further application,
act or deed. Upon the scheme becoming effective and as a consideration for the amalgamation of
Transferor Company, the Transferee Company would issue equity shares to the equity shareholders
32
of the Transferor Company in the manner stated in the scheme. This scheme would also enable the
Transferee Company to finish its liabilities against the funds invested by Transferor Company in the
form of preference shares. While conceiving this scheme it has also perused that there are no
accumulated business losses of Transferor Company to be paid-off.
2.2 With proposed amalgamation the funds invested by Transferor Company would remain with
Transferee Company, it would help the Transferee Company to face current and future challenges in a
better way. The Transferee Company's holding of 47.66% in Transferor Company will be extinguished
and in lieu of the funds invested by the Transferor Company only 52.34% will be acknowledged by the
Transferee Company by issuing the fresh equity shares to that extent. The Net worth of Transferor
Company as on 31.12.2020 is Rs. 80.40 Crores as against the total face value of equity share capital
of Rs. 21.46 Crores. Thus from all angle it is a win-win situation for Transferee Company.
2.3 Simplified management structures belong to better administration and reduction in costs from more
focused operational efforts, reduction in multiplicity of legal and regulatory compliance and
rationalization of administrative expenses. By virtue of proposed amalgamation of Transferor
Company in Transferee Company, the operation of both companies shall be brought under a single
control.
2.4 The Board of Directors of Transferor Company and Transferee Company are of opinion that the
proposed arrangement for amalgamation would be advantageous and beneficial to the shareholders
and other stakeholders of both companies. The Scheme would not be prejudicial to the interest of
Creditors (secured and unsecured) of any of the companies.
Accordingly to achieve the above objectives, the board of directors of the Transferor Company and
Transferee Company have decided to make requisite applications and/or petitions before the National
Company Law Tribunal, Chandigarh bench (NCLT) under sections 230 to 232 and other applicable
provisions of the Companies Act, 2013, rules and regulations there under including any statutory
modifications or amendments thereof, for the sanction of this Scheme, for the amalgamation of Cotton
County Retail Limited (Transferor Company) with Nahar Industrial Enterprises Limited (Transferee
Company) in accordance with section 2 (1B) of the Income Tax Act, 1961. This Scheme also provides for
various other matters consequential to and/ or connected therewith.
PARTS OF THE SCHEME OF ARRANGEMENT
PART A DEFINITIONS
PART B SHARE CAPITAL
PART C AMALGAMATION OF CCRL (TRANSFEROR COMPANY) WITH NIEL (TRANSFEREE
COMPANY)
PART D REORGANIZATION OF SHARE CAPITAL
PART E GENERAL CLAUSES, TERMS AND CONDITIONS
PART A
3. DEFINITIONS:
In this Scheme, unless inconsistent with the subject or context, the following expressions shall have the
following meanings:
3.1 “Act” or “The Act” means the Companies Act, 2013 read with the Companies (Compromises,
Arrangements and Amalgamation) Rules 2016 and other applicable rules and regulations, for the
time being in force, if any including any statutory modification(s) or re-enactment(s) thereof.
3.2 “Appointed Date” means the commencement of business on 1st day of April, 2021 and is the date
33
with effect from which the Scheme of Arrangement shall be applicable and effective for all purpose.
3.3 “Board of Directors” or “Board” means the Board of Directors of the Transferor Company or the
Transferee Company, as the case may be, and shall include a duly constituted committee thereof.
3.4 “Effective Date” means the date on which the certified copy of the Order of the National Company
Law Tribunal, Chandigarh bench sanctioning the scheme is filed with the Registrar of Companies,
Punjab and Chandigarh. Any reference in the Scheme to the words “upon the Scheme becoming
effective” or “effectiveness of the Scheme” shall mean “Effective date”.
3.5 “Governmental Authority” means any applicable Central, State or Local Government, legislative
body, regulatory or administrative authority, agency or commission or any, tribunal, board, bureau or
instrumentality thereof or arbitration or arbitral body having jurisdiction.
3.6 “Income Tax Act, 1961” means the Income Tax Act, 1961 including any statutory modification, re-
enactment or amendments thereof for the time being in force.
3.7 “Law” or “Applicable Law” includes all applicable statutes, enactments, acts of legislature or
Parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies,
directions, directives and orders of any government, statutory authority, tribunal, board, court of India
or any other country or jurisdiction as may be applicable.
3.8 “ROC” means the Registrar of Companies, Punjab & Chandigarh.
3.9 “Scheme” or “the Scheme of Arrangement” or “this Scheme” means the Scheme of
Arrangement for Amalgamation of the Transferor Company with the Transferee Company and
vesting of the same in Nahar Industrial Enterprises Limited as contained herein, duly approved by
the Board of Directors of respective Companies, and / or as sanctioned by the Tribunal as the case
may be, with or without any alterations / modifications.
3.10 “SEBI” means the Securities and Exchange Board of India established under the Securities &
Exchange Board of India Act, 1992.
3.11 “SEBI circular” means the Circular No. CFD/DIL3/CIR/2017/21 dated 10th Mach, 2017 as modified
by Circular No. CFD/DIL3/CIR/2017/26 dated 23rd March, 2017, modified by Circular No.
C F D / D I L 3 / C I R / 2 0 1 8 / 2 d a t e d 3 r d J a n u a r y, 2 0 1 8 , m o d i fi e d b y C i r c u l a r N o .
SEBI/HO/CFD/DIL1/CIR/P/2019/192 dated 12th September, 2019 and as also modified by Circular
No. SEBI/HO/CFD/DIL1/CIR/P/2020/215 dated 3rd November, 2020 and all other applicable
circulars and regulations issued by SEBI in this respect.
3.12 “Transferor Company” or “Amalgamating Company” means Cotton County Retail Limited, a
Company incorporated under the Companies Act, 1956 and having its registered office at Premises
of Nahar Industrial Enterprises Limited, Focal Point, Ludhiana – 141010, Punjab.
3.13 “Transferee Company” or “Amalgamated Company” means Nahar Industrial Enterprises
Limited, a Company incorporated under the Companies Act, 1956 and having its registered office at
Focal Point, Ludhiana – 141010, Punjab
3.14 “Tribunal” means the National Company Law Tribunal, Chandigarh bench having jurisdiction over
amalgamated company and amalgamating company.
3.15 “Tax” or “Taxes” (including with correlative meaning the terms Tax and Taxes) means any and all
taxes (direct or indirect). Surcharge, cess, duties, impositions imposed by any Government or
Governmental authority, including without limitation taxes based upon or measured by gross
receipts, income, profits, sales and value added services, Goods & Services Tax (GST), whether
CGST, SGST, IGST, withholding taxes, payroll, excise and property taxes, stamp duty, registration
fees, together with all interest, penalties with respect to such amounts.
34
3.16 Undertaking of the Transferor Company” means the undertaking and business of the Transferor
Company on a going concern basis and shall mean and include, without limitation :-
a. All assets whether movable or immovable, tangible or intangible, including all rights, title, interest,
covenant, undertakings, including continuing rights, title and interest in connection with the land
and the buildings thereon, whether leasehold or otherwise, plant and machinery, whether leased
or otherwise, together with all present and future liability including contingent liabilities and debts
relating to Transferor Company.
b. All loans and advances, including accrued interest thereon relating to Transferor Company.
c. All debts, borrowings and liabilities, including contingent liabilities, present or future, whether
secured or unsecured relating to Transferor Company.
d. All permits, quotas, rights, entitlements, licenses, tenancies, offices and depots, trademarks
including brand names, patents, copyrights, domain names, privileges, and benefits of all
contracts, agreements and other rights including lease rights, licenses, powers and facilities of
every kind and description relating to Transferor Company.
e. All agreements, contracts, arrangements, understandings, engagements, deeds and
instruments and all rights, title, interest, claims and benefits there under of the Transferor
Company.
f. All employees at their respective offices, branches, depots, shops at their current terms and
conditions relating to Transferor Company.
g. All cash and bank balances, earnest monies and/or security deposits or other entitlements in
connection with or relating to the Transferor Company.
h. All records, file papers, product specifications and process information, computer programs,
drawings, manuals, data catalogues, sales and advertising materials, lists of present and former
customers and suppliers, customers' credit information, customer pricing information and other
records in connection with or in relation to the Transferor Company.
i. All present and future liabilities (including contingent liabilities) and shall include any obligations
under any licenses, or permits.
The expressions, which are used in this Scheme and not defined in this Scheme shall, unless
repugnant or contrary to the context or meaning hereof, have the same meaning ascribed to them
under the Act, the Securities Contracts (Regulation) Act, 1956, the Securities and Exchange Board of
India Act, 1992 (including the Regulations made there under), the Depositories Act, 1996 and other
Applicable Laws, rules, regulations, by-laws, as the case may be, including any statutory
modification or re-enactment thereof, from time to time
PART B
4. SHARE CAPITAL
4.1 The Share Capital of NIEL as on 31.03.2021 is as under:-
i) 5,00,00,000 Equity Shares of Rs. 10/- each 50,00,00,000
ii) 1,25,00,000 – 5.5% Non-Convertible Non-Cumulative Redeemable 125,00,00,000
Total 175,00,00,000
35
Issued, Subscribed and Paid Up Capital
i) 3,98,35,141 Equity Shares of Rs. 10/- each 39, 83,51,410
Add: Shares Forfeited Account (amount originally paid up) 19,91,343
ii) 1,16,20,000 – 5.5% Non-Convertible Non-Cumulative Redeemable 116,20,00,000
Total 156,23,42,753
Subsequent to the above date and till the date of the Scheme being approved by the Board of
Directors of the Transferee Company, there has been no change in the authorised, issued, subscribed
and paid-up share capital of the Transferee Company. The equity shares of the Company are listed
on the BSE Ltd. and the National Stock Exchange of India Ltd.
4.2 The Share Capital of CCRL as on 31.03.2021 is as under:-
Total 30,50,00,000
Issued, Subscribed and Paid up Capital
Total 21,46,32,400
Subsequent to the above date and till the date of the Scheme being approved by the Board of
Directors of the Transferee Company, there has been no change in the authorised, issued, subscribed
and paid-up share capital of the Transferor Company. The equity shares of CCRL are not listed on any
stock exchange.
PART C
AMALGAMATION OF TRANSFEROR COMPANY WITH THE TRANSFEREE COMPANY
5. The scheme means the Scheme of Arrangement which provides for amalgamation of the Transferor
company (CCRL) with the Transferee company (NIEL) in accordance with section 230 to 232 of the
Companies Act, 2013 and /or other relevant provisions of the Act in its present form or with such
modifications as may be made and/or directed by the National Company Law Tribunal, Chandigarh
Bench.
6. TRANSFER AND VESTING OF THE UNDERTAKING
6.1 With effect from the Appointed Date and upon the Scheme becoming effective, the Undertaking
and Business of the Transferor company (including all the assets of the Transferor Company)
6.1.1 as are movable in nature, or tangible property or otherwise capable of being transferred by
manual delivery / endorsement and delivery subject to all charges, if any, affecting the same
or any part thereof as on the Appointed Date;
6.1.2 all its properties, assets, rights, benefits and the interests therein; and
6.1.3 all immovable properties including land together with buildings and documents of title / rights
and easements in relation thereto;
shall without any further instrument, act or deed, stand transferred to the Transferee company
pursuant to Sections 230 to 232 of the Act and be vested in and / or be deemed to have been vested
in the Transferee Company.
36
6.2 All assets and liabilities along with debts, obligations and duties of the Transferor Company as on the
Appointed Date, whether or not included in the books of the Transferor Company, shall be deemed to
be and shall become the assets, liabilities, debts, obligations and duties of the Transferee Company
and all assets and properties which are acquired by the Transferor Company on or after the
Appointed Date but prior to the Effective Date shall be deemed to be and shall become the assets
and properties of the Transferee Company and shall under the provisions of Section 230 to 232 and
all other applicable provisions, if any of the Act, without any further act, instrument or deed, be and
stand transferred to and vested in and be deemed to have been transferred to and vested in the
Transferee Company upon coming into effect of this Scheme pursuant to the provision of the Act.
6.3 For the purpose of the Scheme, the business of Transferor company shall include:
6.3.1 All the assets of Transferor company immediately before amalgamation;
6.3.2 All the liabilities of Transferor company immediately before amalgamation.
6.4 Without prejudice to the generality of the foregoing clauses hereof, the said business and
undertaking shall include all properties, rights, claims whatsoever of the Transferor company and its
entire undertakings, authorities, privileges, industrial and other licenses and rights in respect of the
properties, both movable and immovable, lease, tenancy rights and other assets of whatsoever
nature including patent rights, brands and trademarks (registered and unregistered) along with all
rights of commercial nature including attached goodwill, title, interest, labels and other industrial or
intellectual property rights of any nature whatsoever and howsoever named, registrations,
approvals, clearances, fittings and fixtures, telephones, telex, other communications, fax
connections, cash balances, reserves, security deposits, refunds, outstanding balances, stocks,
investments, contracts, agreements and other rights and interest of all description in or arising out of
such properties as may belong to or be in possession of the Transferor company and all books of
account, documents and records relating thereto, but subject to all charges affecting the same.
Provided always that the Scheme shall not operate to enlarge the security for any loan, deposit or
facility created by or available to the Transferor company which shall vest in the Transferee company
by virtue of the amalgamation and the Transferee company shall not be obliged to create any further
or additional security thereof after the amalgamation has become effective or otherwise.
6.5 Any guarantee / letter of comfort / commitment letter given by Government or any Company, agency
or bank in favour of the Transferor Company with regard to any loan or financial assistance shall
continue to be operative in relation to the Transferee Company.
6.6 The Transferee Company shall be entitled to the benefit of all insurance policies which have been
issued in respect of the Transferor Company and the name of the Transferee Company shall be
substituted as “Insured” in the policies, as if the Transferee Company was initially a party.
6.7 With effect from the Appointed Date and up to the Scheme becoming effective, any statutory
licenses, permission, approval, exemption schemes, or consents required to carry on operations in
the Transferor Company, shall be appropriately mutated by the statutory authorities concerned
therewith in favour of the Transferee Company. The benefits of all statutory and regulatory
permissions, licenses, environmental approvals and consents including the statutory licenses,
permissions or approvals or consents required to carry on the operations of the Transferor Company
shall vest in and become available to the Transferee Company pursuant to the scheme.
6.8 All the liabilities, debts, obligations and duties of the Transferor company shall stand transferred to
the Transferee company with effect from the Appointed Date without any further instrument, act or
deed in accordance with section 232 of the Act, so as to become the liabilities, debts, obligations and
duties of the Transferee company.
37
6.9 The Securities Premium Account, Capital Redemption Reserve Account, General Reserve Account,
Surplus and any other reserves as on the Appointed Date, in the Balance Sheet of the Transferor
company shall become the Securities Premium Account, Capital Redemption Reserve Account,
General Reserve Account, Surplus and any other reserves of the Transferee company.
6.10 With effect from the Appointed Date and upon the Scheme becoming effective, the unabsorbed
depreciation and unabsorbed accumulated losses, as reflected in the Balance Sheet and as
determined under Income Tax Act of the Transferor company, shall be treated as unabsorbed
depreciation and unabsorbed accumulated losses of the Transferee company and subject to the
provisions of section 72A of the Income Tax Act, 1961 the Transferee company shall be entitled to set
off and / or carry forward such unabsorbed depreciation and unabsorbed accumulated losses.
7. CONTRACTS, DEEDS, BONDS AND OTHER INSTRUMENTS
Upon coming into effect of this Scheme and subject to the provisions of the Scheme, all memorandum of
understanding, contracts, schemes, assurances, licenses, insurance policies, guarantees, deeds, bonds,
agreements, arrangements and other instruments of whatever nature to which the Transferor Company is
a party or to be benefits to which the Transferor Company may be eligible and which are subsisting or
having effect immediately before the Effective Date, shall continue in full force and effect against or in
favour of the Transferee Company as the case may be, and may be enforced as fully and effectually as if,
instead of the Transferor Company, the Transferee Company had been a party or beneficiary or oblige or
obligor thereto. The Transferee Company shall, if so required or becomes necessary, upon coming into
effect of this Scheme enter into and / or issue and / or execute deeds, writings or confirmations to give
effect to the provisions in this Clause.
8. TRANSFEROR COMPANY'S STAFF, WORKMEN AND EMPLOYEES
All the staff, workmen and employees in the service of the Transferor company, immediately before the
transfer of the undertaking/business under the Scheme, shall become the staff, workmen and employees
of the Transferee company on the basis that:
8.1 Their services shall be continued and shall not be interrupted by reason of the transfer of the
undertaking/business.
8.2 The terms and conditions of service applicable to the said staff, workmen and employees after such
transfer shall not in any way be less favorable to them than those applicable to them immediately
before the transfer.
8.3 It is expressly provided that as far the Provident Fund, Gratuity Fund or any other Special Fund
created or existing for the benefit of the staff, workmen and employees of the Transferor company are
concerned, upon the Scheme becoming effective, the Transferee company shall stand substituted for
the Transferor company for all purposes whatsoever related to the administration or operation of such
funds or in relation to the obligation to make contributions to the said funds in accordance with the
provisions of such funds as per the terms provided in the respective trust deeds. It is the aim and intent
that all the rights, duties, powers and obligations of the Transferor company in relation to such funds
shall become those of the Transferee company.
It is further clarified that the services of the employees of the Transferor company shall be treated as
having been continuous for the purpose of the aforesaid funds or provisions.
9. LEGAL PROCEEDINGS
With effect from the Appointed Date and upon the Scheme becoming effective, the Transferee Company
undertakes to have, such legal quasi judicial or other suit, appeal or other proceedings of whatever nature
initiated by or against the Transferor company, transferred in its name and to have the same continued,
38
prosecuted and enforced by or against the Transferee company. Any proceeding that may be taken after
the Appointed Date for any other matter or cause of action concerning the Transferor company before the
Effective Date shall also be taken by or against the Transferee company.
The Transferee Company further undertakes to pay all such amounts including interest, penalties,
damages etc. which the Transferor Company may be called upon to pay to secure in respect of any liability
or obligation relating to the Transferor Company for the period up to the Effective Date.
10. CONDUCT OF BUSINESS BY TRANSFEROR COMPANY TILL EFFECTIVE DATE
10.1 With effect from the Appointed Date and up to the Effective Date, the Transferor company:-
10.1.1 shall carry on and be deemed to carry on all its business and activities and stand possessed of its
properties and assets for and on account of and in trust for the Transferee company and all the
profits accruing to the Transferor company or losses arising or incurred by the Transferor company
shall for all purposes be treated as the profits or losses of the Transferee company, as the case
may be;
10.1.2 hereby undertake to carry on its business until the Effective Date with reasonable diligence and
shall not without the written consent of the Transferee company alienate, charge or otherwise deal
with the said undertaking or any part thereof except in the ordinary course of its business;
10.1.3 shall not vary the terms and conditions of the employment of its employees except in the ordinary
course of business;
10.1.4 shall not, without the written consent of the Transferee company, undertake any new business,
issue further shares or declare any dividend.
11. DIVIDEND
11.1 Dividends (interim and/or final) in respect of the period commencing from the Appointed Date until
the Effective Date may be declared or paid by the Transferor Company with the prior consent of the
Transferee Company.
11.2 It is clarified, however, that the aforesaid provision in respect of declaration of dividend is an
enabling provision only and shall not be deemed to confer any right on any member of the
Transferor Company to demand or claim any dividend, which shall be entirely at the discretion of
the Board of Directors of both the Transferor Company and the Transferee Company, subject to
the provisions of the Act.
12. COMPLIANCE OF LAWS
12.1 This Scheme is presented and drawn up to comply with the provisions / requirements of Sections
230-232 and other applicable provisions of the Act, for the purpose of amalgamation of the
Transferor Company with the Transferee Company.
12.2 The Scheme does not in any manner violate, override or circumscribe the provisions of the
Securities Laws i.e. SEBI Act, 1992, Securities Contract (Regulation) Act, 1956, Depositories Act,
1996, Companies Act, 2013 or requirement of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015
12.3 The amalgamation of Transferor Company with the Transferee Company in accordance with this
Scheme will be in compliance of with the provisions of section 2(1B) and other relevant sections of
the Income Tax Act, 1961. If any terms or provisions of the Scheme are found to be or interpreted
to be inconsistent with any of the said provisions at a later date, whether as a result of any
amendment of law or any judicial or executive interpretation or for any other reason whatsoever,
the aforesaid provisions of the Income Tax Act, 1961 shall prevail. The Scheme shall then stand
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modified to the extent determined necessary to comply with the said provisions. Such
modification(s) will however not affect other clauses of the Scheme. The power to make such
amendments as may become necessary shall vest with the Board of Directors of the Transferor
Company and the Transferee Company, which power shall be exercised reasonably in the best
interests of the companies concerned and their stakeholders.
12.4 The scheme shall be in compliance with the applicable SEBI Guidelines including particularly the
Circular No. CFD/DIL3/CIR/2017/21 dated 10th Mach, 2017 and subsequent amendments
thereof. The Scheme being approved by the shareholders of the Transferee Company by way of e-
voting in terms of Para 9 of the SEBI Circular dated 10th March, 2017 and the scheme shall be
acted upon only if votes cast by public shareholders in favour of the proposal are more than the
number of votes cast by the public shareholders against it.
13. SAVING OF CONCLUDED TRANSACTIONS
Subject to the terms of this Scheme, the transfer and vesting of the properties, assets and liabilities of the
Transferor Company and the continuance of proceedings by or against the Transferor Company shall not
affect any transactions or proceedings already concluded by the Transferor Company on or before the
Appointed Date or concluded after the Appointed Date till the Effective Date, to the end and intend that the
Transferee Company accepts and adopts all acts, deeds and things made, done and executed by the
Transferor Company as acts, deeds and things made, done and executed by or on behalf of the
Transferee Company.
14. TRANSFEROR COMPANY'S DIRECTORS
All the directors of the Transferor company shall cease to be directors of the Transferor company on the
Effective Date without affecting their rights as shareholder, if any, in the Transferor company. However, if
any such director is a director of the Transferee company, he/she would continue to hold his/her office in
the Transferee company as per the terms of his/her appointment in the Transferee Company.
15. CONSIDERATION/ISSUE OF SHARES
15.1 Upon the Scheme of Arrangement coming into effect, the Transferee Company shall in
consideration of the amalgamation issue and allot to the members of the Transferor Company,
holding fully paid-up Equity Shares in the Transferor Company and whose names appear in the
Register of Members of the Transferor Company on the Record Date, equity shares of the
Transferee Company. The equity shares held by the Transferee Company either directly or through
its Nominees, in the share capital of the Transferor Company as on the Effective Date shall stand
cancelled as per provisions of law.
The equity shares shall be allotted to the members of Transferor Company, as per the ratio
Company of Rs. 10 each credited as fully paid-up for every 10 (Ten) Equity shares of Rs. 10 each
fully paid-up held by such member in Transferor Company.
15.2 All mandates or other instructions in force at the close of business on the Effective Date relating to
the shares of the Transferor Company shall, unless and until revoked, be deemed to be valid and
subsisting mandates or instructions to the Transferee Company in relation to the corresponding
Shares of the Transferee Company to be issued and allotted pursuant to the Scheme.
15.3 No coupons shall be issued in respect of fractional entitlements, if any, by the Transferee Company,
to the Equity Shareholders of the Transferor Company at the time of issue and allotment of equity
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shares pursuant to the clause 15.1 above. In case any shareholder' holding in the Transferor
Company is such that the shareholder becomes entitled, pursuant to the scheme, to a fraction of
equity share of the Transferee Company, the Transferee Company shall round off the said
entitlement to the nearest integer and allot equity shares accordingly.
15.4 The new equity shares shall be issued only in Dematerialized form to be credited to the demat
account as may be notified by the Equity Shareholders of the Transferor Company. The new equity
shares of the Transferee Company shall be listed on the BSE Limited and National Stock Exchange
of India Limited, on which the shares of the Transferee Company are listed as on the Effective Date.
The Transferee Company shall enter into such arrangements and give such confirmations and/ or
undertakings as may be necessary in accordance with the applicable laws or regulations for
complying with the formalities of the said stock exchanges.
15.5 The shares to be issued and allotted as above by the Transferee Company to the members of
Transferor Company shall rank pari-passu in all respects with the existing shares held by the
members of the Transferee Company.
15.6 Upon the approval of the Scheme by the members of the Transferor Company and the members of
the Transferee Company pursuant to Section 230-232 of the Act, it shall be deemed that the said
members have also accorded all relevant consents under sections 13, 14, 42, 61 and 62 of the Act
and any other relevant and applicable provisions of the Act for the issue and allotment of new equity
shares by Transferee Company as provided in this Scheme.
16. ACCOUNTING TREATMENT IN THE BOOKS OF NIEL IN CASE OF AMALGAMATION
With effect from the Appointed Date and Pursuant to this scheme coming into effect, the Transferee
Company shall account for the amalgamation of the Transferor Company in its books as prescribed for the
Pooling of Interest Method under Ind AS103 Business Combination as notified under the Companies
(Indian Accounting Standard) Rules,2015 in the following manner :-
16.1 all the assets and liabilities recorded in the books of the Transferor Company shall stand transferred
to and vested in the Transferee Company pursuant to the Scheme and shall be recorded by the
Transferee Company at their respective book value as appearing in the books of the Transferor
company.
16.2 the reserves both capital and revenue, of the Transferor Company, will be merged with those of the
Transferee Company, if the same form as they appear in the financial statements of the Transferor
Company subject to any corrections or adjustments as may in the opinion of the Board of Directors of
the Transferee Company be required.
16.3 upon coming into effect of this scheme, any inter-company investment(s) in the books of Transferor
Company and Transferee Company, representing shares both including equity and preference, of
Transferor Company or Transferee Company will stand cancelled and no shares or consideration
shall be issued by the Transferee Company in respect of such cancelled shares.
16.4 All Inter-company payables, receivables (including loans advances), other obligations and
balances, if any, between the Transferee Company and the Transferor Company inter-se shall stand
cancelled. NIEL shall accordingly not record any of such payables, receivables and balances in its
books.
16.5 The difference between the book value of assets and liabilities and the reserves and after
considering the cancellation of inter-se loan/advances payable or receivable or investment, if any as
mentioned above, shall be adjusted from the capital reserve account of Transferee Company.
16.6 In case of any difference in accounting policy between the Transferor Company and the Transferee
41
Company, the impact of the same till the amalgamation will be quantified and adjusted in the
reserves of the Transferee Company to ensure that the financial statements of the Transferee
Company reflect the financial position on the basis of consistent accounting policy.
16.7 The Transferee Company is expressly permitted to revise Transferor Company's Income Tax
returns, GST returns, and Service Tax returns, issue TDS certificates and the right to claim refund of
Income Tax, advance income tax credits, and adjust excess Service Tax etc. upon this Scheme
becoming effective.
16.8 On the Scheme becoming effective, the Transferee Company shall account for the amalgamation in
its books as per Accounting prescribed under the Accounting principles generally accepted in India,
including the Indian Accounting Standards prescribed under section 133 of the Act and other
provisions and matters relating thereto contained in the laws relating to accounting treatment of
Companies.
16.9 In giving effect to the accounting treatment as per the Scheme of Amalgamation in the books of the
Transferee Company, it shall comply with the provisions of the Income Tax Act, 1961.
16.10 Notwithstanding the above, The Board of Directors of the Transferee Company in consultations
with its statutory auditors, is authorised to record assets, liabilities and reserves and surplus in
compliance with prevailing Accounting Standards notified under the Companies Act, 2013.
17. DISSOUTION OF TRANSFEROR COMPANY
17.1 On the Scheme becoming effective, the Transferor Company shall stand dissolved without being
wound up;
17.2 On and with effect from the Effective Date, the name of the Transferor Company shall be struck off
from the records of the ROC. The Transferee Company shall make necessary filings in this regard.
PART D
18. REORGANIZATION OF SHARE CAPITAL
18.1 In view of the amalgamation of the Transferor Company with Transferee Company as envisaged in
the part B of the scheme and as an integral part of the Scheme, the share capital of NIEL shall be
reorganized in the manner as set out in this part of the scheme.
18.2 Upon the Scheme becoming effective, the entire authorized share capital of the Transferor
Company amounting to Rs. 30,50,00,000 shall be consolidated and vested in and be merged with
the authorized share capital of the Transferee company without any further act, instrument or deed
by the Transferee Company and without any liability for payment of any additional fees (including
fees and charges to the relevant Registrar of Companies) or stamp duty in respect of such increase
as the stamp duty and fees have already been paid by the Transferor Company on such authorised
capital and benefits which stands vested in the Transferee Company pursuant to the scheme
becoming effective on the Effective Date.
18.3 EXTINGUISHMENT OF PREFERENCE SHARES (NCNCRPS)
18.3.1 CCRL /(Transferor company) is holding 76, 20,000 - 5.5% Non-cumulative Non-convertible
redeemable preference shares (NCNCRPS) of Rs. 100/- each in NIEL /(Transferee
company). Upon the scheme becoming effective, in view of amalgamation of Transferor
company with Transferee company all NCNCRPS held by CCRL in NIEL shall be
extinguished or shall be deemed to be extinguished by the Transferee Company without any
further act, instrument or deed.
18.3.2 Upon the Scheme becoming effective, the subscribed and paid up preference share capital of
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Transferee Company to the extent held by the Transferor Company shall stand extinguished,
without any payment of consideration or any other distribution to the Transferor Company
pursuant to the amalgamation of Transferor Company with Transferee Company.
18.3.3 Pursuant to the extinguishment of the Preference Shares as stated above, any arrears of
dividend on the preference shares or any other liability, whether present or contingent, of the
Transferee Company pertaining to the NCNCRPS shall upon the Scheme being effective,
abate and there shall be no liability of the Transferee Company in respect of the NCNCRPS so
extinguished.
18.3.4 The extinguishment of preference shares by the Transferee Company shall be effected as an
integral part of this scheme itself, without having to follow the process under section 66 of the
Act separately, and order of the Tribunal sanctioning the scheme of Arrangement under
section 230-232 of the Act shall be deemed to be order under section 66 of the Act confirming
the extinguishment of 76,20,000 - 5.5% Non-cumulative non-convertible redeemable
preference shares held by the Transferor company in the Transferee Company. This Scheme
as proposed and upon sanction by the NCLT shall constitute a single window clearance and
shall be deemed to be sufficient for extinguishment of preference share capital.
18.3.5 Notwithstanding the extinguishment / cancellation of the preference share Capital by the
Transferee Company, the Transferee Company is not required to add “And reduced” as suffix
to its name.
18.3.6 The Transferor and Transferee company submits that the proposed cancellation and
extinguishment of preference share capital is in conformity with and does not violate or
circumscribe any provision of the Act.
18.4 It is hereby clarified that this Scheme as proposed and upon sanction by the NCLT shall constitute a
single window clearance pursuant to section 230-232 of the Act and shall be deemed to be sufficient
for effecting the increase of the Authorized Share Capital, extinguishment / cancellation of
NCNCRPS and reclassification of Authorised Capital of the Transferee Company as mentioned
below without further act, instrument or deed and further resolution whether under section 13, 14,
61, 62 and 66 or any other applicable provisions of the Act. Upon this scheme coming into effect, the
Transferee Company shall, if required file the necessary documents/intimations as per the
provisions of the Act with ROC or any other applicable authority to record the aforesaid changes in
the Share Capital of the company.
18.5 Clause V of the Memorandum of Association of the Transferee Company shall, without any further
act, instrument or deed, be and stand altered, modified, re-classified and amended, in the manner
set out below:
“The authorized share capital of the company is Rs. 205,50,00,000/- divided into 10,00,00,000
equity shares of Rs. 10/- each and 1,05,50,000 – 5.5% Non-Convertible Non-Cumulative
Redeemable Preference Shares of Rs. 100/- each. The company has power from time to time to
increase or to reduce or re-classify its capital and divide the shares into several classes and to attach
thereto respectively such preferential, qualified or special rights, privileges or conditions and to vary,
modify or abrogate any such rights, privileges or conditions and to purchase / buy-back any of its
own fully paid / partly paid shares for cancellation or otherwise in such manner as may be permitted
by the Companies Act, 2013 or provided by the regulations of the company for the time being in
force.”
18.6 Article 4 of the ARTICLES OF ASSOCIATION of the Company shall be amended, re-classified and
replaced with the following Articles:-
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“The authorised Share Capital of the company is Rs. 205,50,00,000/- divided into 10,00,00,000
equity shares of Rs.10/- each and 1,05,50,000 – 5.5% Non-Convertible Non-Cumulative
Redeemable Preference Shares of Rs. 100/- each. The company has power from time to time to
increase or to reduce its capital and divide the shares in the new capital into several classes and to
attach thereto respectively such preferential, qualified or special rights, privileges or conditions and
to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be
permitted by the Companies Act, 2013 or provided by the regulations of the company for the time
being in force.”
GENERAL TERMS AND CONDITIONS APPLICABLE TO SCHEME
19. APPLICATION
The Transferor Company and the Transferee Company shall:-
19.1 make applications to the Tribunal under Sections 230 to 232 of the Act, and other applicable
provisions of the Act, seeking orders for dispensing with or convening, holding and conducting of the
meetings of their respective members and/ or creditors and for sanctioning this Scheme and for
consequent dissolution of the Transferor Company without winding up, with such modifications as
may be approved by the Tribunal.
19.2 upon this Scheme being approved by the requisite majority of the respective members and/ or
creditors of the Transferor Company and the Transferee Company, both the Transferor Company
and the Transferee Company shall apply to the Tribunal, seeking approval for sanction of this
Scheme under Sections 230 to 232 and other applicable provisions of the Act, and for such other
order or orders, as the said Tribunal may deem fit, for carrying this Scheme into effect.
19.3 also apply for such other approvals as may be required under law, if any, for bringing the Scheme into
effect. Further, the Transferor Company and the Transferee Company shall be entitled to take such
other steps as may be necessary or expedient to give full and formal effect to the provisions of this
Scheme.
20. APPROVALS AND MODIFICATIONS
The Transferor Company and the Transferee Company (by their respective Board of Directors or such
other person or persons, as the respective Board of Directors may authorize) are empowered and
authorized:-
20.1 To assent from time to time to any modifications or amendments or substitutions of the Scheme or of
any conditions or limitations, which the Tribunal may deem fit to approve or direct or as may be
otherwise deemed expedient or necessary by the respective Board of Directors, as being in the best
interest of the said companies and their shareholder.
20.2 To settle all doubts or difficulties that may arise in carrying out the Scheme; to give their approval to
all such matters and things, as is contemplated or required to be given by them in terms of this
Scheme; and to do and execute all other acts, deeds, matters and things necessary, desirable or
proper for putting the Scheme into effect.
20.3 Upon this Scheme becoming effective, the respective shareholders of the Transferor Company and
the Transferee Company shall be deemed to have also accorded their approval under all relevant
provisions of the Act for giving effect to the provisions contained in this Scheme
Without prejudice to the generality of the foregoing scheme, the Transferor Company and the Transferee
Company (by their respective Board of Directors or such other person or persons, as the respective Board
of Directors may authorize), shall each be at liberty to withdraw from this Scheme, in case any condition or
alteration imposed by any authority is unacceptable to them or as may otherwise be deemed expedient or
44
necessary.
21. SCHEME CONDITIONAL UPON APPROVALS/ SANCTIONS
The Scheme is conditional upon and subject to the approval by the requisite majorities of the various
classes of the members and creditors (where applicable) of the Transferor Company and the Transferee
Company, as required under the Companies Act,2013 and SEBI Circular, subject to any dispensation that
may be granted by the Tribunal.
Accordingly, the Scheme although operative from the respective Appointed Date as specified herein, shall
become effective, pursuant to the filing of certified copies of the order sanctioning the same with the
Registrar of Companies by the Transferor Company and the Transferee Company.
22. COSTS, CHARGES AND EXPENSES
All costs, charges and expenses, in connection with the Scheme, arising out of or incurred in carrying out
and implementing the Scheme and matters incidental thereto, shall be borne and paid by the Transferee
Company.
23. EFFECT OF NON RECEIPT OF APPROVALS/ SANCTIONS
In the event of any of the said sanctions and approvals referred to above not being obtained from the
Tribunal, the Scheme shall become null and void; stand revoked, cancelled and will be of no effect. And in
that case, no rights and liabilities whatsoever shall accrue to or be incurred inter-se by the parties or their
shareholders or creditors or employees or any other person. In such case cost of Amalgamation is to be
equally borne by the Transferor and Transferee Company.
24. SEVERABILITY
If any part of this scheme is found to be unworkable for any reason whatsoever, the same shall not, subject
to the mutual agreement of the Transferor Company and the Transferee Company, affect the validity or
implementation of the other parts and / or the provisions of this Scheme.
25. DATE WHEN THE SCHEME COMES INTO OPERATION
The Scheme set out herein in its present form or with any modification(s) approved or imposed or directed
by the Tribunal, as the case may be, shall be operative from the Appointed Date, but shall be effective from
the Effective date.
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Annexure II
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47
48
49
50
51
52
53
54
55
56
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58
Annexure III
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60
61
62
63
64
65
66
Annexure IV
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68
Annexure V
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Annexure VI
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Annexure VII
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Annexure VIII
REPORT ADOPTED BY THE BOARD OF DIRECTORS OF NAHAR INDUSTRIAL ENTERPRISES
LIMITED AT ITS MEETING HELD ON 27TH AUGUST, 2021 EXPLAINING THE EFFECTS OF THE SCHEME
OF ARRANGEMENT FOR AMALGAMATION OF COTTON COUNTY RETAIL LIMITED WITH NAHAR
INDUSTRIAL ENTERPRISES LIMITED ON EACH CLASS OF SHAREHOLDERS AND KEY
MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS
A) Background of the proposed Scheme of Arrangement
1. In terms of Section 232(2) (c) of the Companies Act, 2013, a report from the Board of the Directors of
the Company explaining the effect of the amalgamation on each class of shareholders, Key
Managerial Personnel (KMP), Promoters and Non-promoter shareholders of the Company, setting
out, inter-alia, the share exchange ratio, specifying any special valuation difficulties, if any, is required
to be adopted by the Board. Such report is then required to be appended with the notice of the meeting
of shareholders and creditors of the relevant companies, if ordered by the National Company Law
Tribunal.
2. The scheme of Arrangement for Amalgamation ('Scheme') of Cotton County Retail Limited
('Transferor Company') with Nahar Industrial Enterprises Limited ('Transferee Company') and their
respective shareholders and creditors as approved by the Board of Directors of the company at its
meeting held on 20.03.2021 were filed with NSE and BSE on 12th April, 2021 in compliance of the
then prevailing law as required under the SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10,
2017 as amended from time to time, Regulation 37 of SEBI (LODR) Regulations, 2015 and other
applicable provisions of the Companies Act, 2013. After waiting for the NOC from the stock exchanges
for more than two months, SEBI directions were notified to the company by Stock Exchanges that
financials of the unlisted company to be considered for the valuation purposes should not be older
than three months while filing the same with the Exchange and if the existing share exchange ratio
changes due to revised valuation, the revised valuation report and draft scheme along with other
documents be submitted.
3. Accordingly in order to comply with the directions of SEBI, audited financials of the Transferor
Company for the period ended on 31.07.2021 is considered for arriving at the value per share under
'Net Asset Value' approach. For Transferee Company, value per share under market approach
method is determined considering the share price observed on NSE as prescribed under the SEBI
(ICDR) Regulations, 2018 read with SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017
and Circular No. CFD/DIL1/CIR/P/2020/215 dated 3rd November, 2020.
4. Accordingly, this report of the Board is prepared to comply with the requirements of Section 232(2)© of
the Companies Act, 2013. While deliberating and preparing this report on the Scheme, the Board,
inter-alia, considered and took on record the following documents:
a) Proposed Scheme
b) Valuation Report dated 27.08.2021 issued by Mr. Pankaj Bhalla, Chartered Accountant,
Registered Valuer (IBBI Registration No. IBBI/RV/06/2020/13265) for determination of share
exchange ratio under the Scheme (“Valuation Report”).
c) Fairness Opinion dated 27.08.2021 of Master Capital Services Limited, a SEBI Registered
Category-1 Merchant Banker, providing its opinion on the fairness of the valuation of shares
(“Fairness Opinion”).
d) Certificate dated 27.08.2021 of M/s. K.R. Aggarwal & Associates, Chartered Accountants,
Statutory Auditors of the Company, confirming that the accounting treatment contained in the
proposed Scheme is in compliance with the SEBI (LODR) Regulations, 2015 and circulars issued
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there under and all the applicable Accounting Standards notified by the Central Government
under the Companies Act, 2013.
e) Report of the Audit Committee of the Company dated 27.08.2021 recommending the Scheme.
f) Report of the Committee of Independent Directors of the Company dated 27.08.2021
recommending the Scheme.
B) Effect of the proposed Scheme
(I) Shareholders
(a) Upon the Scheme of Arrangement coming into effect, the Transferee Company shall in
consideration of the amalgamation, issue and allot to the members of the Transferor Company,
Transferee Company. The equity shares held by the Transferee Company either directly or
through its Nominees, in the share capital of the Transferor Company as on the Effective Date
shall stand cancelled as per provisions of law.
(b) Upon the Scheme becoming effective, the entire authorized share capital of the Transferor
the authorized share capital of the Transferee company without any further act, instrument or
deed by the Transferee Company and without any liability for payment of any additional fees
(including fees and charges to the relevant Registrar of Companies) or stamp duty in respect of
such increase as the stamp duty and fees have already been paid by the Transferor Company on
such authorised capital and benefits which stands vested in the Transferee Company pursuant to
the scheme becoming effective on the Effective Date.
(ii) Promoters
(a) Refer to point B(i) mentioned as above, for details regarding the effect on the shareholders. The
promoters of the Company, subject to applicable laws, from time to time, shall continue to remain
promoters after the scheme become effective.
(iii) Non Promoter shareholders
(a) Refer to point B(i) mentioned as above, for details regarding the effect on the shareholders. In this
Scheme of amalgamation, the 47.66% of equity shareholding in the Transferor Company held by
the Transferee Company would be cancelled without further application, act or deed. Upon the
scheme becoming effective and as a consideration for the amalgamation of Transferor Company,
the Transferee Company would issue equity shares to the equity shareholders of the Transferor
Company in the manner stated in the scheme. This scheme would also enable the Transferee
Company to finish its liabilities against the funds invested by Transferor Company in the form of
preference shares. While conceiving this scheme it has also perused that there are no
accumulated business losses of Transferor Company to be paid-off.
(b) With proposed amalgamation the funds invested by Transferor Company would remain with
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Transferee Company, it would help the Transferee Company to face current and future challenges
in a better way. The Transferee Company's holding of 47.66% in Transferor Company will be
extinguished and in lieu of the funds invested by the Transferor Company only 52.34% will be
acknowledged by the Transferee Company by issuing the fresh equity shares to that extent. The
Net worth of Transferor Company as on 31.12.2020 is Rs. 80.40 Crores as against the total face
value of equity share capital of Rs. 21.46 Crores. Thus from all angle it is a win-win situation for
Transferee Company. The amalgamation will not affect any of the Non-promoter shareholders of
the company.
(iv) Preference shareholders
The Transferor company is holding 76,20,000 - 5.5% Non-convertible Non-cumulative redeemable
preference shares (NCNCRPS) of Rs. 100/- each in the Transferee company. Upon the scheme
becoming effective, in view of amalgamation of Transferor company with Transferee company all
NCNCRPS held by the Transferor Company in the Transferee Company shall be extinguished or shall
be deemed to be extinguished by the Transferee Company without any further act, instrument or
deed.
(v) Employees including Key Managerial Personnel
No rights of the staff or the employees of the company are being affected as a result of the proposed
scheme.
(vi) Creditors
The Creditors of the Transferee Company will not be affected in any manner by the proposed scheme.
C) Adoption of the Report by the directors :The Board of Directors of the company have adopted this
Report after considering this information set forth in this report. The Valuation Report has been obtained
from Mr. Pankaj Bhalla, Chartered Accountant, Registered Valuer (IBBI Registration No.
IBBI/RV/06/2020/13265) for determination of share exchange ratio under the Scheme. No special
valuation difficulties were reported. Further, the fairness opinion has also opined that the share exchange
ratio is fair and reasonable with regard to exchange ratio for merger. While deliberating the Scheme, the
Board has considered its impact on each class of the shareholders, Promoters, Non-promoter
shareholders, Key Managerial Personnel, creditors and employees and there shall be no prejudice
caused to them in any manner by the Scheme. The Board of Directors of the Company have approved the
Scheme and the Share Exchange Ratio and have recommended the same to the shareholders of the
Company for their approval.
By Order of the Board
For NAHAR INDUSTRIAL ENTERPRISES LIMITED
Sd/-
DINESH GOGNA
(Director)
DIN: 00498670
Date: 27th August, 2021
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Annexure IX
REPORT ADOPTED BY THE BOARD OF DIRECTORS OF COTTON COUNTY RETAIL LIMITED AT ITS
MEETING HELD ON 27TH AUGUST, 2021 EXPLAINING THE EFFECTS OF THE SCHEME OF
ARRANGEMENT FOR AMALGAMATION OF COTTON COUNTY RETAIL LIMITED WITH NAHAR
INDUSTRIAL ENTERPRISES LIMITED ON EACH CLASS OF SHAREHOLDERS AND KEY
MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS
A) Background of the proposed Scheme of Arrangement
1. In terms of Section 232(2) (c) of the Companies Act, 2013, a report from the Board of the Directors of
the Company explaining the effect of the amalgamation on each class of shareholders, Key
Managerial Personnel (KMP), Promoters and Non-promoter shareholders of the Company, setting
out, inter-alia, the share exchange ratio, specifying any special valuation difficulties, if any, is required
to be adopted by the Board. Such report is then required to be appended with the notice of the meeting
of shareholders and creditors of the relevant companies, if ordered by the National Company Law
Tribunal.
2. The scheme of Arrangement for Amalgamation ('Scheme') of Cotton County Retail Limited
('Transferor Company') with Nahar Industrial Enterprises Limited ('Transferee Company') and their
respective shareholders and creditors as approved by the Board of Directors of the company at its
meeting held on 20.03.2021 were filed with NSE and BSE on 12th April, 2021 in compliance of the
then prevailing law as required under the SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10,
2017 as amended from time to time, Regulation 37 of SEBI (LODR) Regulations, 2015 and other
applicable provisions of the Companies Act, 2013. After waiting for the NOC from the stock
exchanges for more than two months, SEBI directions were notified to the company by Stock
Exchanges that financials of the unlisted company to be considered for the valuation purposes should
not be older than three months while filing the same with the Exchange and if the existing share
exchange ratio changes due to revised valuation, the revised valuation report and draft scheme along
with other documents be submitted.
3. Accordingly in order to comply with the directions of SEBI, audited financials of the Transferor
Company for the period ended on 31.07.2021 is considered for arriving at the value per share under
'Net Asset Value' approach. For Transferee Company, value per share under market approach
method is determined considering the share price observed on NSE as prescribed under the SEBI
(ICDR) Regulations, 2018 read with SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017
and Circular No. CFD/DIL1/CIR/P/2020/215 dated 3rd November, 2020.
4. Accordingly, this report of the Board is prepared to comply with the requirements of Section 232(2)(C)
of the Companies Act, 2013. While deliberating and preparing this report on the Scheme, the Board,
inter-alia, considered and took on record the following documents:
a) Proposed Scheme
b) Valuation Report dated 27.08.2021 issued by Mr. Pankaj Bhalla, Chartered Accountant,
Registered Valuer (IBBI Registration No. IBBI/RV/06/2020/13265) for determination of share
exchange ratio under the Scheme (“Valuation Report”).
c) Fairness Opinion dated 27.08.2021 of Master Capital Services Limited, a SEBI Registered
Category-1 Merchant Banker, providing its opinion on the fairness of the valuation of shares
(“Fairness Opinion”).
d) Certificate dated 27.08.2021 of M/s. K.R. Aggarwal & Associates, Chartered Accountants,
Statutory Auditors of the Transferee Company, confirming that the accounting treatment
78
contained in the proposed Scheme is in compliance with the SEBI (LODR) Regulations, 2015 and
circulars issued there under and all the applicable Accounting Standards notified by the Central
Government under the Companies Act, 2013.
e) Report of the Audit Committee of the Company dated 27.08.2021 recommending the Scheme.
B) Effect of the proposed Scheme
(I) Shareholders
(a) Upon the Scheme of Arrangement coming into effect, the Transferee Company shall in
consideration of the amalgamation issue and allot to the members of the Transferor Company,
Transferee Company. The equity shares held by the Transferee Company either directly or
through its Nominees, in the share capital of the Transferor Company as on the Effective Date
shall stand cancelled as per provisions of law.
(b) Upon the Scheme becoming effective, the entire authorized share capital of the Transferor
the authorized share capital of the Transferee company without any further act, instrument or
deed by the Transferee Company and without any liability for payment of any additional fees
(including fees and charges to the relevant Registrar of Companies) or stamp duty in respect of
such increase as the stamp duty and fees have already been paid by the Transferor Company on
such authorised capital and benefits which stands vested in the Transferee Company pursuant to
the scheme becoming effective on the Effective Date.
(ii) Promoters
Refer to point B(I) mentioned as above for details regarding the effect on the shareholders.
(iii) Non Promoter shareholders
All shares are held by the promoters. There is no non-promoter shareholders.
(iv) Preference shareholders
The company has not issued any preference shares.
(v) Employees including Key Managerial Personnel
No rights of the staff or the employees of the company are being affected as a result of the proposed
scheme.
(vi) Creditors
The Creditors of the Transferor Company will not be affected in any manner by the proposed scheme.
(vii) Directors
All the directors of the Transferor company shall cease to be directors of the Transferor company on
the Effective Date without affecting their rights as shareholder, if any, in the Transferor company.
79
However, if any such director is a director of the Transferee company, he/she would continue to hold
his/her office in the Transferee company as per the terms of his/her appointment in the Transferee
Company.
C) Adoption of the Report by the directors :The Board of Directors of the company have adopted this
Report after considering this information set forth in this report. The Valuation Report has been obtained
from Mr. Pankaj Bhalla, Chartered Accountant, Registered Valuer (IBBI Registration No.
IBBI/RV/06/2020/13265) for determination of share exchange ratio under the Scheme. No special
valuation difficulties were reported. Further, the fairness opinion has also opined that the share exchange
ratio is fair and reasonable with regard to exchange ratio for merger. While deliberating the Scheme, the
Board has considered its impact on each class of the shareholders, Promoters, Non-promoter
shareholders, Key Managerial Personnel, creditors, Directors and employees and there shall be no
prejudice caused to them in any manner by the Scheme. The Board of Directors of the Company have
approved the Scheme and the Share Exchange Ratio and have recommended the same to the
shareholders of the Company for their approval.
By Order of the Board
For COTTON COUNTY RETAIL LIMITED
Sd/-
BHARAT BHUSHAN GUPTA
(Director)
DIN: 00495573
Date: 27th August, 2021
80
Annexure X
81
82
83
84
85
86
87
88
89
90
91
92
93
Annexure XI
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
Annexure XII
118
119
120
121
Annexure XIII
122
123
ffec3rcOi
Home Finance
REPCO HOME FINANCE LIMITED.
(Promoted by Repco Bank-Govt. of India Enterprise)
CIN : L65922TN2000121-0044655
RHFL/SE/05/2022-23 April 19, 2022
National Stock Exchange of India Limited, B SE Limited

Exchange Plaza, Phiroze Jeejeebhoy Towers
Bandra Kurla Complex, Bandra (E) Dalal Street
Mumbai-400 051 Mumbai- 400001
NSE Symbol: REPCOHOME BSE Security Code: 535322
Kind Attn: Listing Department
Dear Sir,
Sub: Voting Results of the Postal Ballot pursuant to Clause 44 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
In continuation of our letter Ref No. RHFL/SE/63/2021-22 dated March 18, 2022 regarding
submission of the Notice of Postal Ballot dated March 18, 2022, we hereby submit that the Ordinary ,
Resolution proposed in the Postal Ballot Notice has been passed by the members with requisite
majority. The aforesaid resolution is deemed to have been passed on the last date of e-voting i.e. on
Monday, April 18, 2022.
In this regard, please find enclosed the following:

1. Voting results as required under Regulation 44(3) of the Securities & Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing
Regulations), as Annexure - I.
2. Scrutinizer's Report dated April 19, 2022 issued by M/s. G.Ramachandran & Associates,
Companies Secretaries, for remote e-voting, pursuant to Section 108 and 110 of the Companies
Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014,
as Annexure -II
The voting result along with the Scrutinizer's Report will also be available at the website of the
Company.
We request you to kindly take the same on your record
Thanking You,
Yours Faithfully,
For Repco Home Finance Limited
Ankush Tiwari
pany Secretary & Compliance Officer
ce : 3rd Floor, Alexander Square, New No : 2 (Old No. 34 & 35) Sardar Patel Road, Guindy, Chennai - 600 032.
Phone: 044 - 42106650 Fax: 044 - 42106651 E-mail : co@repcohome.com, www.repcohome.com
ce eREPCO
TOWER', No :33, North Usman Road, T.Nagar, Chennai - 600 017. Phone: 044-28340715 / 4037 / 2845
Aii nexcau _
Disclosure of Voting Results of the Postal Ballot pursuant to Clause 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Name of the Company . Repco Home Finance Limited

Date of Postal Ballot Notice March 18, 2022
Total number of shareholders on record date 46267 (As on cut-off date - March 11,2022)
No. of shareholders present in the meeting either in person or through proxy:
Promoters and Promoter Group:
Public: NA
No. of Shareholders attended the meeting through Video Conferencing
Promoters and Promoter Group:
Public NA
Resolution No.! - Continuation of Directorship of Shri K.Sridhar (DIN: 00034010) as a Non-Executive & Independent Director, who has attained the age of 75
years
Resolution required (Ordinary/Special) Ordinary

Whether promoter/ promoter group are interested in the agenda/resolution? No
Category Mode of Voting No. of shares No. of votes % of Votes Polled on No. of Votes - No. of % of Votes in % of Votes against
held polled outstanding shares in favour Votes - favour on votes on votes polled
(1) (2) (3)= (4) against polled (7)=
[(2)/(1)]*100 (5) (6)= R5)/(2)]*100
, [(4)/(2)]*100
E-Voting 23230606 100 23230606 0 100 0

Promoter and Poll 23230606 - - - - - -
Promoter Group
Postal Ballot - - - - - -
Total 23230606 100 23230606 0 100 0
E-Voting 20311603 85.97 20146968 164635 99.19 0.81
Public — _ _ _
Poll - - -
Institutional 23625094
Postal Ballot - - - - - -
holders
Total 20311603 85.97 20146968 164635 99.19 0.81
E-Voting 1233422 7.85 1230698 2724 99.78 0.22
Public- Poll - - - - -
15705662
)Loninstitutions
1 Postal Ballot - - - - - -
l'kePc Total 1233422 7.85 1230698 2724 99.78 0.22
g) 0
Igt61 . Grand Total 62561362 44775631 71.57 44608272 167359 99.63 0.37
ful yAAAX,
OS
G RAMACHANDRAN & ASSOCIATES
COMPANY SECRETARIES
REPORT OF SCRUTINIZER
[Pursuant to Section 110 of the Companies Act, 2013 and Rule 22 of the Companies
(Management and Administration) Rules, 2014]
To
The Chairman
M/s. Repco Home Finance Limited
CIN# L65922TN2000PLC044655
'REPCO TOWER', No. 33, North Usman Road,
T. Nagar, Chennai - 600017
Sub: Postal Ballot under Section 110 of the Companies Act, 2013 and Rules made
thereunder.
Sir,
I, G Rarriachandran of M/s. G Ramachandran & Associates, Company Secretaries,

having office at F-10 Syndicate Residency, No. 3, Dr. Thomas First Street, Off South
Boag Road, T.Nagar, Chennai - 600017, was appointed as the scrutinizer by the Board
of Directors of M/s. Repco Home Finance Limited ("the Company") for the purpose of
the Postal Ballot, only by way of remote e-voting process ("e-voting") which concluded
at 5.00 PM on Monday, the 18th April, 2022 on the following resolution:
S. Section/ SEBI (LODR) Resolutions Nature of

No. Resolution
1 Sections 152, 196, 197, 198, Appointment of Shri K Ordinary
203 read with Schedule V Swaminathan (DIN: 06485385) as
and other applicable Managing Director and Chief •
provisions, if any, of the Executive Officer for a period of
Companies Act, 2013 read three (3) Years from February 21,
with the relevant rules made 2022 to February 20,2025
thereunder, the Securities
and Exchange Board of India
(Listing Obligations and
Disclosure Requirements)
Regulations, 2015
F-10, Syndicate Residency, No, 3, Dr. Thomas _sfigirldeaf. South Boag Road, T.Nagar, Chennai - 600 017.
Phone :044-2433 7454, 2432 1143/44. E-mail : gr@gramcsfirm.com / ramgcs@gmail.com Website : www.gramcsfirm.com

G RAMACHANDRAN & ASSOCIATES Continuation Sheet
COMPANY SECRETARIES
We submit our Report here under:
a. Pursuant to Section 110 of the Companies Act, 2013 ("the Act") and Rule 22 of the
Companies (Management & Administration) Rules, 2014 and Regulation 44 of
SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the
notice and other relevant papers including Statement under Section 102 of the Act
have been dispatched by email on 18th March, 2022 to all its members who have
registered their email addresses with the company or depository(ies) or
depository participant. The Notice was also placed on the website of the
Company and that of the agency, i.e., KFin Teduthlogies Private Limited
(formerly known as Karvy Firttech Private Limited) (referred to as "KFin"). The
members of the Company were given an option to vote electronically on e-voting
platform, provided by the KFin.
b. The Public Advertisement with respect to dispatch of notices and conducting of
Postal Ballot through e-voting was published in "Financial Express" an English
newspaper and "Hindu-Tamil" a vernacular newspaper on 19th March, 2022.
c. The e-voting period commenced at 9.00 A.M. on 20th March, 2022 and ended at
5.00 P.M. on 18th April, 2022. After the cutoff time, the e-voting facility was
unblocked.
d. The Corporate members who had participated in the -voting had provided the
scanned copy of the resolution.
e. A register has been maintained electronically to record the assent or dissent,
received, mentioning particulars of name, address, folio number or client ID of
the shareholders, number of shares held by them, nominal value of such shares.
The Polling pattern is here under:
Resolution Mode No. of Total Shares

members voted
ELEC 235 4,47,75,699
1
TOTAL 235 4,47,75,699
Item Total Votes Total Abstained Total Invalid Total Valid Votes
No. Votes Votes
No. of Shares Na of Shares No. of Shares No. of Shares
members members members members
1 235 4,47,75,699 3 68 0 0 232 . 4,47,75,631

G RAMACHANDRAN & ASSOCIATES Continuation Sheet
COMPANY SECRETARIES
The result of the Poll is as under:
A. In terms of Number of Members:
Item No. in Category of No. of members No. of members Total valid votes
Notice voting who cast their who cast their (in number of
votes in favour votes against members)
Electronic 214 18 232
Item No. 1
TOTAL 214 18 232
B. In terms of Number of Shares:

,
Category Number
Number of
of voting of Votes Total Valid Passed as
Item Votes in
Against Votes Assent Dissent Ordinary/
No. in Favour (in oh Special
(in (in number %
Notice number of . Resolution
number of of shares)
shares)
shares)
Item Electronic 4,46,08,272 1,67,359 4,47,75,631 99.63% 0.37% Passed as an
Ordinary
No. 1 TOTAL 4,46,08,272 1,67,359 4,47,75,631 99.63% 0.373/0 Resolution
All other relevant records were sealed and handed over to the Company Secretary for
safe keeping.
Thanking You,
Yours Faithfully,
For G Ramachandran & "ates
Company Secretaries
M CHAND
Proprietor
FCS 9687 CoP 3056
Place: Chennai
Date: 19th April, 2022
UDIN: F009687D000151026
Page 3 of 3
HCP Plastene
Bulkpack Limited
rorrnerty Known as Gopala Polyplast Limited
Date: 19.04.2022
To,
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street, Fort,
Mumbai 400 001
Ref- HCP Plastene Bulkpack Limited (HPBL 1526717 I INE136C01044)
SUBJECT- NOTICE OF EXTRA ORDINARY GENERAL MEETING
Dear Sir/ Madam,
This is to inform you that the 1st Extra-ordinary General Meeting ("EGM") for Financial Year 2022-
23 of the members of HCP Plastene Bulkpack Limited (Formally known as Gopala Polyplast
Limited) ("Company") will be held on Thursday, May 12, 2022 at 11:00 a.m., through Video
Conferencing ("VC")/ Other Audio-Visual Means ("OAVM") in accordance with the relevant
circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of
India.
In compliance with the relevant circulars, the Notice of the EGM will be sent to all the members of
the _C ompany whose email addresses are registered with the Company/ Depository Participant(s ).
Further in accordance with Regulation 30 read with Schedule III of the SEBI LODR, Regulations,
please find enclosed herewith the Notice of the EGM of the Company and the same is also available
on the website of the Company i.e. ww_w.gopalapolyplast.com
Kindly take the same on your records.
For HCP Plastene Bulkpack Limited
Encl: As Above
# CIN: L25200GJ1984PLC050560
@ www.hpbl.in
0) HCP Plastene Bulkpack Limited
B info@hpbl.in
H.B. Jirawala House, 13, Navbharat Society, Usmanpura, Ahmedabad , Gujarat - 380013 ~ +91 79-27561000
HCP PLASTENE BULKPACK LIMITED
(Formerly Known as Gopala Polyplast Limited)
CIN: L25200GJ1984PLC050560
Registered Office: H.B. Jirawala House, Navbharat SOC,
NR. Panchshil Bus Stand, Usmanpura Ahmedabad Gujarat-380013
Tel: +91-79-27561000 | Email: cs@hpbl.in
Website: www.gopalapolyplast.com
NOTICE OF EXTRA ORDINARY GENERAL MEETING
Notice is hereby given that the 1st Extra-ordinary General Meeting (“EGM”) for Financial Year
2022-23 of the members of HCP Plastene Bulkpack Limited (Formally known as Gopala
Polyplast Limited) (“Company”) will be held on Thursday, May 12, 2022 at 11:00 a.m., through
Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”), to transact the following
business:
SPECIAL BUSINESS:
Item No. 1
To Approve the Appointment of Mrs. Deepti Sharma (DIN:03630613) as an Independent

Director of the Company:
To consider and if thought fit, to pass, with or without modifications, the following resolution as a
Special Resolution:
“RESOLVED THAT pursuant to the provisions of section 149, section 152, Section 161, schedule
IV and all other applicable provisions, if any, of the Companies Act, 2013 read with Rules made
thereunder (“the Act”), the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations 2015 (“Listing Regulations”) (including any statutory
amendment(s), modification(s) or re-enactment(s) thereof, for the time being in force), Mrs. Deepti
Sharma (DIN-03630613), who was appointed as an Additional Director (non-executive
independent director) of the Company with effect from February 14, 2022, and whose term of
office expires at the next general meeting or within a time period of three months from the date of
appointment, whichever is earlier, and who is eligible for appointment as an Independent Director
and in respect of whom the Company has received recommendation from the Nomination and
Remuneration Committee proposing her candidature for office of Director, be and is hereby
appointed as an independent director, not liable to retire by rotation, for a period of five years up
to February 13, 2027.
RESOLVED FURTHER THAT any of the Director, or Key Managerial Personnel of the Company
be and are hereby severally authorized to do all such acts, deeds, matters and things as may be
considered necessary in this regard for and on behalf of the Company, including but not limited
to, filing of necessary forms, returns and submissions under the Act to give effect to this
resolution.”
Item No. 2
To approve Plastene Group Employee Stock Option Plan-2022
To consider and if thought fit, to pass with or without modification, the following resolution as a
Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 62(1)(b) read with all other applicable
provisions of the Companies Act, 2013 and applicable rules made there under (including any
amendment(s), statutory modification(s) or re-enactment thereof) (“Act”), in accordance with the
provisions of the Memorandum of Association and Articles of Association of the Company,
applicable provisions of Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021(“SBEB Regulations”), as issued by Securities and
Exchange Board of India (“SEBI”) and subject to such approvals, consents, permissions and
sanctions as may be necessary and subject to such conditions and modifications as may be
prescribed or imposed while granting such approvals, consents, permissions and sanctions which
may be agreed to by the Board of Directors of the Company (hereinafter referred to as the
“Board”, which term shall be deemed to include the Nomination Remuneration Committee or any
other Committee of the Company constituted/ to be constituted by the Board to exercise its powers
including the powers conferred by this resolution) the approval and consent of the members be
and are hereby accorded respectively to the “Plastene Group Employee Stock Option Plan-2022”
(“ESOP- 2022” or “Scheme”) and authorizing the Board/Committee, to exercise its powers,
including the powers conferred by this resolution, to create, grant, issue, offer and allot at any
time or from time to time to or for the benefit of present and / or future permanent employees of
the Company and/or its subsidiary company(ies) and group subsidiary company(ies), engaged
as head of department of the Company and/or its subsidiary company(ies) and group subsidiary
company(ies) (hereinafter Company’s subsidiary company(ies) and group company(ies) referred
to as “Group”) including directors of the Company (other than Promoter(s) or belonging to the
Promoter Group, Independent Directors of the Company, directors of the Group who either
himself or through his relative or any body corporate, directly or indirectly, holds more than 10%
of the outstanding equity shares of the Company), whether whole time director or otherwise,
whether working in India or outside, as selected on the basis of criteria prescribed by the
Board/committee in accordance with the Act and SBEB Regulations (hereinafter referred to as
“Eligible Employee(s)”), options exercisable into not more than 2,50,000 (Two Lakhs Fifty
Thousand Only) fully paid up equity shares of the Company (“Equity Share(s)”), under one or
more tranches, and on such terms and conditions as may be fixed or determined by the
Board/committee in accordance with the provisions of the law or guidelines issued by the relevant
authority’ each option would be exercisable for one Equity Shares of the face value of Rs. 10/-
(Rupees Ten Only) each fully paid up on payment of the requisite exercise price to the Company.
RESOLVED FURTHER THAT each option shall vest in the hands of the option holder after a
minimum period of 1 (One) Year from the date of grant of the option or such longer period as may
be determined by the Board/Nomination and Remuneration Committee from time to time subject
to the conditions mentioned that the option grantee continues to be an employee of the Company
and the performance or other conditions as may be determined by the Board/Committee from
time to time.
RESOLVED FURTHER THAT vested option can be exercised in whole or in part after the vesting
date and within the vesting period only by the Eligible Employee to whom the option have vested
by making an application to the Company for issue of shares against the option vested to him/
her by paying requisite amount of money and the unexercised portion of the vested options, will
continue to be available to the Eligible Employee or the nominee for exercise as provided for in
the scheme and the options granted to an employee’s cannot be transferred to any other person.
RESOLVED FURTHER THAT the Nomination and Remuneration Committee, the Board and any
other committee authorized by the Board be and is hereby severally authorized to issue and allot
Equity Shares upon exercise of the options from time to time in accordance with the Scheme and
such Equity Shares shall rank pari passu in all respects with the then existing equity shares of the
Company.
RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issues, bonus
issues, or any other re-organization of capital structure of the Company, as the case may be, the
number of stock options and/or the shares to be allotted upon exercise of stock options shall be
reasonably adjusted in accordance with the provisions of the ESOP –2022 scheme and in case
of sub-division or consolidation of shares then the number of shares and the exercise price shall
automatically stand augmented or reduced, as the case may be, after such sub-division or
consolidation, without affecting any other rights or obligations of the employees who have been
granted stock options under the ESOP –2022 scheme.
RESOLVED FURTHER THAT the shares may be allotted in accordance with ESOP Scheme
2022 directly by the Company in accordance with the Scheme and applicable laws and that the
Scheme may also envisage for providing any financial assistance to the Eligible Employees,
subject to applicable laws, to enable the Eligible Employees to acquire, purchase or subscribe to
the Equity Shares of the Company.
RESOLVED FURTHER THAT the Company shall confirm to the accounting policies prescribed
from time to time to the extent relevant and applicable to ESOP–2022 scheme.
RESOLVED FURTHER THAT the Board/Committee be and is hereby authorized to take requisite
steps for listing of the equity shares allotted under ESOP 2022on the Stock Exchange where the
equity shares of the Company are listed.
RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds,
matters and things including but not limited to the appointment of various intermediaries, experts,
professionals, independent agencies and other advisors, valuers, consultants or representatives,
being incidental to the effective implementation and administration of the ESOP–2022 Scheme,
as it may, in its absolute discretion deem fit, for the aforesaid purpose and also to settle any
issues, questions, difficulties or doubts that may arise in this regard at any stage and all the acts,
deeds, matters and things done by the Board are hereby ratified, confirmed and approved, without
being required to seek any further consent or approval of the shareholders of the Company, and
further to execute all such agreements, deeds, documents, writings etc. and to give such
directions and / or instructions as may be necessary, proper or expedient to give effect to ESOP
-2022 scheme including any modification, alteration, amendment, suspension, withdrawal or
termination of ESOP –2022 scheme and to take all such steps and do all such acts, deeds, things
as may be incidental or ancillary thereto in compliance with the applicable laws.
RESOLVED FURTHER THAT the Committee of the Company be and is hereby authorized to
advise to the Board to make modifications, changes, variations, alterations or revisions in the said
schemes as it may deem fit subject to Shareholder’s approval, from time to time, in its sole and
absolute discretion in conformity with the provisions of the Companies Act, 2013, as amended,
modified or re-enacted from time to time, the Memorandum and Articles of Association of the
Company and any other applicable laws.
RESOLVED FURTHER THAT the Nomination and Remuneration Committee and any other
committee of the Company as constituted by the Board be and are hereby authorized to
implement, administer/superintend the scheme including identifying the eligible employees and
determining the number of options that may be offered to them pursuant to the Scheme.
RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds,
matters and things as may be necessary including authority to delegate all or any of the powers
conferred herein, to any Committee of the Company, with power to such Committee to further
delegate such powers to any executives/ officers of the Company to give effect to this resolution.”
Item No. 3
To approve extension of benefits under Plastene Group Employee Stock Option Plan, 2022
to the employees of subsidiary company(ies) of the Company
To consider, and if thought fit, to pass, with or without modifications, the following resolutions as
a Special Resolution:
RESOLVED THAT pursuant to the provisions of Sections 42, 62 and all other applicable
provisions, if any, of the Companies Act, 2013 including any statutory modification(s) or re-
enactment of the Act (the “Act”), for the time being in force and the provisions of the Securities
and Exchange Board of India (Share Based Employee Benefits) Regulations, 2021, including any
modifications thereof or supplements thereto (“SBEB Regulations”) and in accordance with the
provisions of the Articles of Association of the Company and subject to such approvals, consents,
permissions and sanctions, as may be necessary and subject to such conditions and
modifications as may be prescribed or imposed while granting such approvals, consents,
permissions and sanctions which may be agreed to by the Board of Directors of the Company
(hereinafter referred to as the “Board” which term shall be deemed to include the Nomination and
Remuneration Committee), the members hereby approve and accord to extend the benefits of
Plastene Group Employee Stock Option Plan- 2022 (“ESOP-2022” or “Scheme”) proposed in
Item no. 3 in this Resolution to the present and future permanent employees and Directors
whether Whole-time Directors or not, of the present and future subsidiary/group/associate
company(ies) of the Company unless they are prohibited from participating in the ESOP-2022
under any law or regulations for the time being in force, on such terms and conditions as may be
decided by the Board in accordance with the Act, SBEB Regulations and other applicable laws.
RESOLVED FURTHER THAT for the purpose of creating, offering, issuing, allotting and listing of
the options and equity shares under the Scheme, the Board, the Nomination and Remuneration
Committee, and any other committee authorized by the Board, be and is hereby severally
authorized on behalf of the Company to make any modifications, changes, variations, alterations
or revisions in the ESOP-2022 from time to time or to suspend, withdraw or revive ESOP-2022
from time to time, provided such variations, modifications, alterations or revisions are not
detrimental to the interests of the Employees.
RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board, the
Nomination and Remuneration Committee, and any other committee authorized by the Board, be
and is hereby severally authorized to determine terms and conditions of issue of the equity shares
under the Scheme and do all such acts, deeds, matters and things as it may, in its absolute
discretion, deem necessary for such purpose and with power on behalf of the Company to settle
any questions, difficulties or doubts that may arise in this regard without requiring to secure any
further consent or approval of the Shareholders of the Company.”
Item No. 4
To approve Related Party Transactions of the Company
To consider, and if thought fit, to pass, with or without modifications, the following resolutions as
an Ordinary Resolution:
“RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 and rules
made thereunder (including any statutory modification(s) or re- enactment thereof for the time
being in force) and pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure
requirement) Regulations, 2015, (SEBI Listing regulations), Company policy on Related Party
Transaction, the consent, approval and ratification of the members of the Company be and is
hereby accorded to enter into any arrangements / transactions / contracts of whatever nature
including financial or non financial transaction(s) with related / interested party(ies) for financial
year 2022-23 as defined under Companies Act, 2013 or SEBI Listing Regulations or Accounting
Standard from time to time, whether material or not, on such terms and conditions including
interest with or without security as may be decided, and which shall remain in force unless revoked
or varied by the Company in General Meeting, provided that the total aggregate amount/ value of
all such arrangements/ transactions/ contracts that may be entered into by the Company with
each related party/ interested party and remaining outstanding at any one point of time to each
party shall not be in excess of the amount as enumerated in Explanatory Statement in detail.
RESOLVED FURTHER THAT the Managing Director or Key Managerial Personnel or Board of
Directors of the Company (the “Board”, which term shall be deemed to include its “Committee of
Directors”), be and is hereby authorized to do or cause to be done all such acts, matters, deeds
and things and to settle any questions, difficulties or doubts that may arise with regard to any
transactions with related parties and execute such agreements, documents and writings and to
make such filings, as may be necessary or desirable for the purpose of giving effect to this
resolution.”
By Order of the Board of Directors

(Formally known as Gopala Polyplast Limited)
_________________
Mr. Krushang Shah
Company Secretary
Date: April 16, 2022

Place: Ahmedabad
NOTES:
1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm
to be followed, the Government of India, Ministry of Corporate Affairs (“MCA”) allowed
conducting Extra-Ordinary General Meeting (“EGM”) through Video Conferencing (“VC”)
or Other Audio-Visual Means (“OAVM”) and dispended the personal presence of the
members at the meeting. Accordingly, the MCA issued General Circular No. 14/2020
dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular
No. 20/2020 dated May 5, 2020, General Circular No. 22/2020 dated June 15, 2020,
General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020
dated December 31, 2020 and General Circular no. 20/2021 dated December 08, 2021
(“MCA Circulars”) and Circular No. SEBI/HO/CFD/ CMD1/CIRP/ 2020/79 dated May 12,
2020 and Circular No. SEBI/HO/CFD/ CMD2/CIR/P/2021/11 dated January 15, 2021
issued by the Securities Exchange Board of India (“SEBI Circular”) prescribing the
procedures and manner of conducting the EGMs through VC/ OAVM. In terms of the said
circulars, the EGM of the members be held through VC/OAVM. Hence, members can
attend and participate in the EGM through VC/OAVM only.
2. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of
Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is
not available for this EGM. However, the Body Corporates are entitled to appoint
authorized representatives to attend the EGM through VC/OAVM and participate there at
and cast their votes through e-voting.
3. The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the
scheduled time of the commencement of the Meeting by following the procedure
mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be
made available for 1000 members on first come first served basis. This will not include
large Shareholders (Shareholders holding 2% or more shareholding), Promoters,
Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit
Committee, Nomination and Remuneration Committee and Stakeholders Relationship
Committee, Auditors etc. who are allowed to attend the EGM without restriction on account
of first come first served basis.
4. The attendance of the Members attending the EGM through VC/OAVM will be counted for
the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
5. In accordance with the Secretarial Standard-2 on General Meetings issued by the Institute
of Company Secretaries of India (“ICSI”) read with Clarification / Guidance on applicability
of Secretarial Standards - 1 and 2 dated April 15, 2020 issued by the ICSI, the proceedings
of the EGM shall be deemed to be conducted at the Registered Office of the Company
which shall be the deemed venue of the EGM.
6. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20
of the Companies (Management and Administration) Rules, 2014 (as amended) and
Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015
(as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08,
2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-
Voting to its Members in respect of the business to be transacted at the EGM. For this
purpose, the Company has entered into an agreement with National Securities Depository
Limited (NSDL) for facilitating voting through electronic means, as the authorized agency.
The facility of casting votes by a member using remote e-Voting system as well as venue
voting on the date of the EGM will be provided by NSDL.
7. In line with the aforesaid MCA Circulars, the Notice of EGM is being sent only through
electronic mode to those Members whose email addresses are registered with the
Company/ Depositories. Further, the Notice calling the EGM has been uploaded on the
website of the Company at www.gopalapolyplast.com The Notice can also be accessed
from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and the
EGM Notice is also available on the website of NSDL (agency for providing the Remote
e-Voting facility) i.e. www.evoting.nsdl.com.
8. In view of the ‘Green Initiatives in Corporate Governance’ introduced by MCA and in terms
of the provisions of the Companies Act, 2013, members who are holding shares of the
Company in physical mode, are required to register their email addresses, so as to enable
the Company to send all notices/ reports/ documents/ intimations and other
correspondences, etc., through emails in the electronic mode instead of receiving physical
copies of the same. Members holding shares in dematerialized form, who have not
registered their email addresses with Depository Participant(s), are requested to
register/update their email addresses with their Depository Participant(s).
9. A statement setting out the material facts as required under Section 102 of the Companies
Act, 2013 (“Act”) is annexed hereto.
10. Since the EGM is being held electronically, physical attendance of the Members has been
dispensed with and accordingly the facility for appointment of proxies by the members will
not be available for the EGM. Therefore, the proxy form, attendance slip and route map
have not been annexed with this notice.
11. THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING
GENERAL MEETING ARE AS UNDER:-
(a) The remote e-voting period begins on Monday, May 09, 2022 at 09:00 A.M. and ends on
Wednesday, May 11, 2022 at 05:00 P.M. The remote e-voting module shall be disabled
by NSDL for voting thereafter. The Members, whose names appear in the Register of
Members / Beneficial Owners as on the record date (cut-off date) i.e. May 06, 2022, may
cast their vote electronically. The voting right of shareholders shall be in proportion to their
share in the paid-up equity share capital of the Company as on the cut-off date, being May
06, 2022.
(b) How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are
mentioned below:
Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting and joining virtual meeting for Individual shareholders
holding securities in demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed
Companies, Individual shareholders holding securities in demat mode are allowed to vote
through their demat account maintained with Depositories and Depository Participants.
Shareholders are advised to update their mobile number and email Id in their demat accounts
in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
Type of Login Method
shareholders
Individual 1. Existing IDeAS user can visit the e-Services website of NSDL
Shareholders Viz. https://eservices.nsdl.com either on a Personal Computer
holding securities or on a mobile. On the e-Services home page click on the
in demat mode “Beneficial Owner” icon under “Login” which is available
with NSDL. under ‘IDeAS’ section , this will prompt you to enter your
existing User ID and Password. After successful authentication,
you will be able to see e-Voting services under Value added
services. Click on “Access to e-Voting” under e-Voting
services and you will be able to see e-Voting page. Click on
company name or e-Voting service provider i.e. NSDL and
you will be re-directed to e-Voting website of NSDL for casting
your vote during the remote e-Voting period or joining virtual
2. If you are not registered for IDeAS e-Services, option to register
is available at https://eservices.nsdl.com. Select “Register
Online for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by
typing the following URL: https://www.evoting.nsdl.com/ either
on a Personal Computer or on a mobile. Once the home page
of e-Voting system is launched, click on the icon “Login” which
is available under ‘Shareholder/Member’ section. A new screen
will open. You will have to enter your User ID (i.e. your sixteen
digit demat account number hold with NSDL), Password/OTP
and a Verification Code as shown on the screen. After
successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click on
company name or e-Voting service provider i.e. NSDL and
you will be redirected to e-Voting website of NSDL for casting
your vote during the remote e-Voting period or joining virtual
4. Shareholders/Members can also download NSDL Mobile App
“NSDL Speede” facility by scanning the QR code mentioned
below for seamless voting experience.
Individual 1. Existing users who have opted for Easi / Easiest, they can login
Shareholders through their user id and password. Option will be made
holding securities available to reach e-Voting page without any further
in demat mode authentication. The URL for users to login to Easi / Easiest are
with CDSL https://web.cdslindia.com/myeasi/home/login or
www.cdslindia.com and click on New System Myeasi.
2. After successful login of Easi/Easiest the user will be also able

to see the E Voting Menu. The Menu will have links of e-Voting
service provider i.e. NSDL. Click on NSDL to cast your vote.
3. If the user is not registered for Easi/Easiest, option to register

is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4. Alternatively, the user can directly access e-Voting page by

providing demat Account Number and PAN No. from a link in
www.cdslindia.com home page. The system will authenticate
the user by sending OTP on registered Mobile & Email as
recorded in the demat Account. After successful authentication,
user will be provided links for the respective ESP i.e. NSDL
where the e-Voting is in progress.
Individual You can also login using the login credentials of your demat account
Shareholders through your Depository Participant registered with NSDL/CDSL for e-
(holding securities Voting facility. upon logging in, you will be able to see e-Voting option.
in demat mode) Click on e-Voting option, you will be redirected to NSDL/CDSL
login through their Depository site after successful authentication, wherein you can see e-
depository Voting feature. Click on company name or e-Voting service provider i.e.
participants NSDL and you will be redirected to e-Voting website of NSDL for
casting your vote during the remote e-Voting period or joining virtual
Important note: Members who are unable to retrieve User ID/ Password are advised to use
Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any
technical issues related to login through Depository i.e. NSDL and CDSL.

Individual Shareholders holding Members facing any technical issue in login can contact
securities in demat mode with NSDL helpdesk by sending a request at
NSDL evoting@nsdl.co.in or call at toll free no.: 1800 1020
990 and 1800 22 44 30
Individual Shareholders holding Members facing any technical issue in login can contact
securities in demat mode with CDSL helpdesk by sending a request at
CDSL helpdesk.evoting@cdslindia.com or contact at 022-
23058738 or 022-23058542-43
B) Login Method for e-Voting and joining virtual meeting for shareholders other than
Individual shareholders holding securities in demat mode and shareholders holding
securities in physical mode.
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which
is available under ‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and
a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at
https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL
eservices after using your log-in credentials, click on e-Voting and you can proceed to
Step 2 i.e. Cast your vote electronically.
4. Your User ID details are given below :
Manner of holding shares i.e. Demat Your User ID is:

(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit

demat account with NSDL. Client ID
For example if your DP ID is IN300*** and
Client ID is 12****** then your user ID is
IN300***12******.
b) For Members who hold shares in 16 Digit Beneficiary ID

demat account with CDSL.
For example if your Beneficiary ID is
12************** then your user ID is
12**************
c) For Members holding shares in EVEN Number followed by Folio Number

Physical Form. registered with the company
For example if folio number is 001*** and
EVEN is 101456 then user ID is
101456001***
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing
password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve
the ‘initial password’ which was communicated to you. Once you retrieve your
‘initial password’, you need to enter the ‘initial password’ and the system will force
you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company,
your ‘initial password’ is communicated to you on your email ID. Trace
the email sent to you from NSDL from your mailbox. Open the email and
open the attachment i.e. a .pdf file. Open the .pdf file. The password to
open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of
client ID for CDSL account or folio number for shares held in physical
form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below in
process for those shareholders whose email ids are not registered.
6. If you are unable to retrieve or have not received the “ Initial password” or have
forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your
demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode)
option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send
a request at evoting@nsdl.co.in mentioning your demat account number/folio
number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the
votes on the e-Voting system of NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on
the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting
system?
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which
you are holding shares and whose voting cycle and General Meeting is in active status.
2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting
period and casting your vote during the General Meeting. For joining virtual meeting, you
need to click on “VC/OAVM” link placed under “Join Meeting”.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the
number of shares for which you wish to cast your vote and click on “Submit” and also
“Confirm” when prompted.
5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on
the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send
scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc.
with attested specimen signature of the duly authorized signatory(ies) who are authorized
to vote, to the Scrutinizer by e-mail to csalpeshvekariya@gmail.com with a copy marked
to evoting@nsdl.co.in and cs@hpbl.in. Institutional shareholders (i.e. other than
individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney /
Authority Letter etc. by clicking on "Upload Board Resolution / Authority
Letter" displayed under "e-Voting" tab in their login.
2. It is strongly recommended not to share your password with any other person and take
utmost care to keep your password confidential. Login to the e-voting website will be
disabled upon five unsuccessful attempts to key in the correct password. In such an event,
you will need to go through the “Forgot User Details/Password?” or “Physical User Reset
Password?” option available on www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for
Shareholders and e-voting user manual for Shareholders available at the download
section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44
30 or send a request to Sarita Mote, Assistant Manager at evoting@nsdl.co.in
Process for those shareholders whose email ids are not registered with the depositories
for procuring user id and password and registration of e mail ids for e-voting for the
resolutions set out in this notice:
1. In case shares are held in physical mode please provide Folio No., Name of shareholder,
scanned copy of the share certificate (front and back), PAN (self attested scanned copy
of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to
cs@hpbl.in.
2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID
or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account
statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested
scanned copy of Aadhar Card) to cs@hpbl.in. If you are an Individual shareholders
holding securities in demat mode, you are requested to refer to the login method
explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for
Individual shareholders holding securities in demat mode.
3. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for
procuring user id and password for e-voting by providing above mentioned documents.
4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed
Companies, Individual shareholders holding securities in demat mode are allowed to
vote through their demat account maintained with Depositories and Depository
Participants. Shareholders are required to update their mobile number and email ID
correctly in their demat account in order to access e-Voting facility.
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE
AS UNDER:-
1. The procedure for e-Voting on the day of the EGM/AGM is same as the instructions
mentioned above for remote e-voting.
2. Only those Members/ shareholders, who will be present in the EGM/AGM through
VC/OAVM facility and have not casted their vote on the Resolutions through remote e-
Voting and are otherwise not barred from doing so, shall be eligible to vote through e-
Voting system in the EGM/AGM.
3. Members who have voted through Remote e-Voting will be eligible to attend the
EGM/AGM. However, they will not be eligible to vote at the EGM/AGM.
4. The details of the person who may be contacted for any grievances connected with the
facility for e-Voting on the day of the EGM/AGM shall be the same person mentioned for
Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM/AGM THROUGH VC/OAVM

ARE AS UNDER:
1. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through
the NSDL e-Voting system. Members may access by following the steps mentioned above
for Access to NSDL e-Voting system. After successful login, you can see link of
“VC/OAVM link” placed under “Join meeting” menu against company name. You are
requested to click on VC/OAVM link placed under Join General Meeting menu. The link
for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company
will be displayed. Please note that the members who do not have the User ID and
Password for e-Voting or have forgotten the User ID and Password may retrieve the same
by following the remote e-Voting instructions mentioned in the notice to avoid last minute
rush.
2. Members are encouraged to join the Meeting through Laptops for better experience.
3. Further Members will be required to allow Camera and use Internet with a good speed to
avoid any disturbance during the meeting.
4. Please note that Participants Connecting from Mobile Devices or Tablets or through
Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation
in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN
Connection to mitigate any kind of aforesaid glitches.
5. Shareholders who would like to express their views/have questions may send their
questions in advance mentioning their name demat account number/folio number, email
id, mobile number at cs@hpbl.in. The same will be replied by the company suitably.
6. For ease of conduct, members who would like to ask questions may send their questions
in advance at least (7) days before EGM mentioning their name, demat account number /
folio number, email id, mobile number at cs@hpbl.in and register themselves as a speaker.
Those Members who have registered themselves as a speaker will only be allowed to
express their views/ask questions during the EGM.
7. SEBI has mandated the submission of the Permanent Account Number (PAN) by every
participant in the securities market. Members holding shares in electronic form are,
therefore, requested to submit their PAN to their depository participant(s). Members
holding shares in physical form are required to submit their PAN details to the RTA.
8. Members holding shares in physical form may avail themselves of the facility of nomination
in terms of Section 72 of the Act by nominating in the prescribed form a person to whom
their shares in the Company shall vest in the event of their death.
Members who have not yet registered their nomination are requested to register the
same by submitting Form No. SH-13 (Nomination Form). Members are requested to
submit the said details to their Depository Participants in case the shares are held by
them in electronic form and to the Company’s Registrar and Transfer Agent (‘RTA’) in
case the shares are held by them in physical form, quoting their folio number.
9. The Register of Directors and Key Managerial Personnel and their shareholding
maintained under section 170 of the Act, the Register of Contracts or arrangements in
which the Directors are interested under Section 189 of the Act and all other documents
referred to in the Notice will be available for inspection in electronic mode on NSDL portal.
All the documents referred to in the accompanying Notice and the Explanatory Statement
shall be available for inspection during the EGM through electronic mode, basis the
request being sent on cs@hpbl.in.
10. In accordance with the proviso to Regulation 40(1) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, effective from April 1, 2019, except in case
of request received for transmission or transposition of securities, transfers of shares of
the Company shall not be processed unless the shares are held in the dematerialized form
with a depository.
11. Non-resident Indian shareholders are requested to inform about the following immediately
to the Company or its RTA or the concerned Depository Participant, as the case may be:
a) Change in the residential status on return to India for permanent settlement b)
Particulars of the NRE account with a Bank in India, if not furnished earlier.
12. Mr. Alpesh Vekariya (FCS - 11100, CP - 21541) of M/s. Alpesh Vekariya & Associates,
Practicing Company Secretaries, has been appointed as the Scrutinizer to scrutinize the
e-voting process in a fair and transparent manner. The Scrutinizer shall, immediately
after the conclusion of voting at the EGM, unblock the votes cast through remote e-Voting
(votes cast during the EGM and votes cast through remote e-Voting) and make, not later
than two working days of conclusion of the EGM, a consolidated Scrutinizer’s Report of
the total votes cast in favour or against, if any, to the Chairman or a person authorised
by him in writing, who shall countersign the same. The Results declared along with the
report of the Scrutiniser will be placed on the website of the Company www.hpbl.in and
on the website of NSDL i.e. www.evoting.nsdl.com immediately after the declaration of
result by the Chairman or any one Director of the Company. The results shall also be
immediately forwarded to BSE Limited where the equity shares of the Company are
listed. Subject to receipt of requisite number of votes, the Resolutions shall be deemed
to have been passed on the date of the EGM i.e. May 12, 2022.
Explanatory Statement pursuant to Section 102 of the Companies Act, 2013
Item No. 1
The Board of Directors had appointed Mrs. Deepti Sharma (DIN-03630613), as an Additional
Director of the Company classified as an Independent Director, for a term of five years
commencing from February 14, 2022, subject to the approval of the Members. She holds office
upto next general meeting or within a time period of three months from the date of appointment,
whichever is earlier. The Company has, in terms of Section 160(1) of the Act, received a
recommendation of Nomination and Remuneration Committee of the Company, recommending
her candidature for the office as an Independent Director.
Accordingly, it is proposed to approve the appointment of Mrs. Deepti Sharma as an Independent

Director of the Company, not liable to retire by rotation, for a term of five consecutive years
commencing from February 14, 2022 upto February 13, 2027.
Mrs. Deepti Sharma is not disqualified from being appointed as a Director in terms of Section 164
of the Companies Act, 2013 (“the Act”) nor debarred from holding the office of director by virtue
of any SEBI order or any other such authority from being appointed as an Independent Director
and has given her consent to act as an Independent Director. The Company has also received a
declaration from Mrs. Deepti Sharma that she meets the criteria of independence as prescribed
in under Section 149(6) of the Act and under the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).
Brief profile: Mrs. Deepti Sharma, aged ~54 years, is a graduate in Science (B.Sc.), Physics,
Chemistry, Mathematics, from University of Ajmer, post graduate degree in Management
(M.B.A.), Major – Finance, Minor - International Marketing, from FMS, Mohanlal Sukhadia
University, Udaipur, passed financial advisor module test conducted by NSE for mutual funds
(AMFI recognised), Certificate course in "Private Equity and Capital Market Financing" from IIM
Bangalore. She has vast experience in project management, financial management, risk
management implementing policies for cost control, merger and acquisitions, corporate
governance. She is associated with M S University, Vadodara as external faculty for B.B.A and
P.G.D.B.M. since 1998, examination panelist with M S University, Vadodara for Management
Studies, Post Graduate Department, a member of Board of Studies, Post graduate courses, M S
University, visiting faculty at PDPU, Management Department, Gandhinagar, visiting faculty at
BJVM college, Vidyanagar for Graduate, Post Graduate and M Phil courses.
Owing to Mrs. Deepti Sharma education and vast corporate experience, the Board has opinion
that, she fulfills the conditions specified in the Companies Act, 2013 and SEBI Listing Regulations
for appointment as Independent Director and core skills/expertise/competencies possessed by
her will provide more strengthen to the Company.
Mrs. Deepti Sharma does not hold any shares in the Company. During the financial year 2021-
22, since her appointment, she has not attended any Board Meeting and does not draw any
remuneration from the Company. The Company will pay remuneration by way of fee for attending
meetings of the Board or Committees thereof or for any other purpose as may be decided by the
Board, reimbursement of expenses for participating in the Board and other meetings and profit
related commission within the limits stipulated under Section 197 of the Act. At present, she does
not hold any committee position in the Company. The details of Directorship and Committee held
in other Companies in India is produced below:
Listed Companies Committee Membership
Axtel Industries Limited Audit Committee – Member
Nomination and Remuneration Committee –
Member
Stakeholders Relationship Committee –
Chairperson
Conart Engineers Limited Audit Committee – Chairperson
Member
Stakeholders Relationship Committee –
Member
Unlisted companies Committee Membership
Dholera Industrial City Development Limited Audit Committee – Chairperson
Member
CSR Committee - Member
Banco Aluminium Limited Audit Committee – Member
Chairperson
Patel Infrastructure Limited Audit Committee – Chairperson
Stakeholder Relationship Committee –
Member
The terms and conditions of her appointment shall be available on the website of the Company
and open for inspection by the Members at the Registered Office of the Company during the
normal business hours on any working day (except Saturday) and will also be kept open at the
venue of the EGM. She is not related to any other existing Director of the Company. During past
three years, she had not resigned for any of the listed companies in which she holds directorship.
Mrs. Deepti Sharma is interested in the resolution set out at Item No. 1 of the Notice with regard
to her appointment. Relatives of Mrs. Deepti Sharma may be deemed to be interested in the
resolution to the extent of their shareholding interest, if any, in the Company.
Save and except the above, none of the other Directors / Key Managerial Personnel of the
Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the
resolution.
Accordingly, consent of the members is sought by way of a Special Resolution respectively as

set out in Item No. 1 of the Notice.
The Board recommends the Resolution for your approval.
Item No. 2 & 3
The purpose of the ‘Plastene Group Employee Stock Option Scheme 2022’ is to attract and retain
the employees of the Company engaged by the Company on positions of substantial responsibility
and to provide additional incentive to such employees for creation of long-term incentive and
wealth for such employees. This scheme will help to motivate eligible employees to drive the
Company vision and contribute to growth and profitability of the Company.
Accordingly, the Board of Directors of the Company at its Meeting held on April 16, 2022,
approved the ‘Plastene Group Employee Stock Option Scheme 2022’ subject to approval of
Members. It is proposed that the Company should adopt a scheme under Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
(“SBEB Regulations”), under the name and style of ‘Plastene Group Employee Stock Option
Scheme 2022’.
For the purpose of granting options to the eligible employees of the Company, the Resolution
contained at Item No. 2 and No. 3 seek to obtain the member’s approval to authorize the Board
of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed
to include the Nomination and Remuneration Committee or any other committee of the Company
constituted by the Board to exercise its powers in relation hereto, including the powers conferred
by this Resolution and/or such other persons who may be authorized by the Board or the
Nomination and Remuneration Committee in this regard) to create, offer, issue and allot equity
shares from time to time to eligible employees of the Company.
The main features of PLASTENE GROUP EMPLOYEE STOCK OPTION SCHEME 2022’
(ESOP-2022/Scheme) are as under:
1. Brief description of the ESOP-2022:
ESOP-2022 contemplates grant of employee stock options to the eligible employees and
Directors of the Company and its subsidiary and group companies (hereinafter Company’s
subsidiary company(ies) and group company(ies) referred to as “Group”), as may be
determined in due compliance of extant law and provisions of ESOP-2022. After vesting of
options, the option grantee earns a right (but not obligation) to exercise the vested options
within the exercise period and obtain equity shares of the Company subject to payment of
exercise price and satisfaction of any tax obligation arising thereon. The Committee of the
Company shall supervise and administer the ESOP-2022. All questions of interpretation of
the ESOP-2022 shall be determined by the Committee and such determination shall be final
and binding upon all persons having an interest in the ESOP-2022.
2. Total number of options to be granted:
A total of 2,50,000 (Two Lakhs Fifty Thousand) Options would be available for being granted
to the eligible employees of the Company and its Group under the ESOP-2022. Each option
when exercised would be converted into one equity share of face value of Rs.10/- (Rupees
Ten Only) each fully paid-up.
Options lapsed or cancelled due to any reason including the reason of lapse of exercise
period or due to resignation of the employees / Directors or otherwise, would be available
for being re-granted at a future date. The Board and/or Nomination and Remuneration
Committee is authorized to re-grant such lapsed / cancelled options as per the ESOP 2022.
In case of any corporate action(s) such as rights issues, bonus issues, or any other re-
organization of capital structure of the Company, as the case may be, the number of stock
options and/or the shares to be allotted upon exercise of stock options shall be reasonably
adjusted in accordance with the provisions of the ESOP –2022 scheme and in case of sub-
division or consolidation of shares then the number of shares and the exercise price shall
automatically stand augmented or reduced, as the case may be, after such sub-division or
consolidation, without affecting any other rights or obligations of the employees who have
been granted stock options under the ESOP –2022 scheme.
3. Identification of classes of employees entitled to participate and be beneficiaries in
the Scheme:
Subject to the Applicable Laws and fulfilment of any other criteria as set forth by the
Nomination and Remuneration Committee from time to time, more particularly elaborated
under the ESOP Scheme – 2022, the following present and future Employee(s) shall be
eligible for the issuance of Option(s) under the Scheme:
 Permanent Employee of the Company and/or the Group;
 Engaged as Head of Department of the Company and/or the Group; and
 Director(s) of the Company and/or the Group.
4. Nomination and Remuneration Committee (Compensation Committee)
The Nomination & Remuneration Committee of the Board constituted by the Company
pursuant to the provisions of Section 178 of the Companies Act, 2013 is also referred as
the ‘Compensation Committee’ for the administration and superintendence of the ESOP
Scheme-2022.
5. The appraisal process for determining the eligibility of employees for the Scheme
The specific Employees to whom the Options would be Granted and their eligibility criteria
(including but not limited to performance, merit, grade, conduct and length of service of the
Employee) would be determined by the Committee from time to time, at its absolute
discretion. This power of Committee can be delegated by Committee to any official of the
Company/ other Committee.
6. Requirements of vesting and period of vesting
The vesting of an option would also be subject to the terms and conditions as may be
stipulated by the Committee from time to time including but not limited to satisfactory
performance of the employees, their continued employment with the Company/its Group,
as applicable. The vesting period shall commence after the expiry of one year from the date
of the grant of the options to the employee and shall end over a maximum period of 5 years
from the date of the grant of the options. The options could vest in tranches. The number of
stock options and terms of the same made available to employees (including the vesting
period) could vary at the discretion of the Committee, as it may deem fit subject to
Shareholder’s approval, from time to time, in its sole and absolute discretion.
7. Maximum period (subject to regulation 18(1) and 24(1) of the regulations, as the case
may be) within which the options shall be vested
Five years from the date of the grant.
8. Exercise price or pricing formula
Exercise Price shall be as decided by the Committee, subject to a minimum of the face
value per share.
9. Exercise period and process of exercise
Exercise period - up to 7 Years from the respective date of Vesting of Options

Process of Exercise - The Option Grantee may, at any time during the Exercise Period,
and subject to fulfillment of conditions of Vesting, Exercise of the Options by submitting
Exercise Application to the Company accompanied by payment of an amount equivalent to
the Exercise Price and applicable tax amount, in respect of such Shares. The Exercise
Application shall be in such form as may be prescribed in this regard and the Committee
may determine the procedure for Exercise from time to time.
10. Maximum number of options to be issued per employee and in aggregate
In aggregate, ESOP can be granted not exceeding 1% of the issued & paid-up capital of
the Company from time to time.
11. Maximum quantum of benefits to be provided per employee under a Scheme
The Maximum quantum of benefits underlying the options issued to an eligible employee
shall be equal to the difference between the option exercise price and the market price of
the shares as on the exercise date.
12. Whether the Scheme is to be implemented and administered directly by the Company
or through a trust
Scheme is to be implemented and administered directly by the Company.
13. Whether the Scheme involves new issue of shares by the Company or secondary
acquisition by the trust or both
Scheme involves new issue of shares by the Company.
14. The amount of loan to be provided for implementation of the Scheme by the company
to the trust, its tenure, utilization, repayment terms, etc.
NIL
15. Maximum percentage of secondary acquisition (subject to limits specified under the
regulations) that can be made by the trust for the purposes of the Scheme
Not Applicable
16. A statement to the effect that the Company shall conform to the accounting policies
specified in Regulation 15
The Company shall comply with the accounting policies specified in the requirements on
the guidance note on accounting for employees share based payments (‘Guidance Note’)
or Accounting Standards as may be prescribed by the Institute of Chartered Accountants of
India (ICAI) from time to time, including disclosure requirements prescribed therein.
17. The method which the Company shall use to value its options
The Company shall follow the intrinsic value method for computing the compensation cost
for the options granted. The difference between the compensation cost so calculated and
the compensation cost that would have been recognized if the Company had used fair value
method and its impact on the profits and earnings per share shall be disclosed as per
applicable laws, wherever required.
18. The following statement, if applicable;
‘In case the company opts for expensing of share-based employee benefits using the
intrinsic value, the difference between the employee compensation cost so
computed and the employee compensation cost that shall have been recognized if it
had used the fair value, shall be disclosed in the Directors’ report and the impact of
this difference on profits and on earnings per share of the company shall also be
disclosed in the Directors’ report.’
Will be disclosed in the Boards’ Report, when applicable.
19. Period of lock-in.
Not Applicable
20. Listing of shares
Subject to the approval of the stock exchanges the relevant equity shares on exercise of
the options shall be listed on the stock exchange(s) on which the securities of the Company
are listed.
21. Terms & conditions for buyback, if any, of specified securities covered under these
regulations.
Not Applicable.
22. Certificate from secretarial auditors:
The Board of Directors shall at each annual general meeting place before the shareholders
a certificate from the secretarial auditors of the Company that the Scheme has been
implemented in accordance with the prescribed regulations and in accordance with the
resolution of the Company in the general meeting.
23. The details about how the voting rights in respect of the shares to be purchased or
subscribed under the scheme would be exercised
Employees who are granted the options would exercise the voting rights in respect of the
equity shares resulting from the allotment against exercised options on their own.
24. Conditions Under Which Option Vested in Employees May Lapse:
The conditions, circumstances under which options vested in an employee may lapse
including termination from employment for misconduct or other reasons shall be decided by
the Nomination and Remuneration Committee, more particularly elaborated under the
ESOP Scheme – 2022.
25. The specified time period within which the employee shall exercise the vested
options in the event of a proposed termination of employment or resignation of
employee:
(a) In the event an Option Holder(s) ceases to be an Employee, by reason of resignation or

termination (other than on account of Cause), the Unvested Option(s) and Unexercised
Options held by the Option Holder(s) shall lapse forthwith, without any obligations
whatsoever on the Company or the Nomination and Remuneration Committee.
(b) In the event of the retirement of an Option Holder(s) from the employment of the Company
or Group at the instance of or with the consent of the Company or Group, as the case may
be, then such Option Holder(s) shall continue to hold all Vested Option(s) and can exercise
them anytime within period of 90 (Ninety) days from the date of retirement. All Unvested
Option(s) shall be lapse.
(c) In the event an Option Holder(s) ceases to be an Employee by reason of termination of

employment of the Employee for a Cause, as define in the scheme, then all Option(s)
(Vested Option(s) and Unvested Option(s)) shall lapse immediately on the date of
termination of employment of such Employee.
(d) In the event of Permanent Disability of an Option Holder(s), whilst in the employment of the
Company or Group, provided that no Cause exists in relation to such Option Holder(s), all
Unvested Option(s) shall be lapse. All Vested Option(s) shall be Exercised by the Option
Holder(s) within period of 90 (Ninety) days from the date of Permanent Disability.
(e) In the event of the death of an Option Holder(s), whilst in the employment of the Company
or Group, Nominee/ legal heir(s)/successors as the case may be shall Exercise the
Option(s) upon the earlier of (i) the expiry of 90 (Ninety) days from the date of death of the
Option Holder(s); or (ii) the expiry of the Exercise Period.
No key managerial personnel, and directors are interested in the scheme and effect thereof
except to the extent of the possible grant that may be made to them. None of the promoters and
independent directors are interested in the scheme and effect thereof.
The Board of Directors recommends the passing of the Special Resolution as set out in Item No.
2 and No. 3 of the Notice.
Item No. 4
The Company is proposing to enter into certain business transactions with related parties as
described in this explanatory statement during Financial Year 2022-2023. All transactions to be
entered into by the Company with related parties are in the ordinary course of business and are
at arm’s length basis and necessary approvals as required in compliance of the provisions under
the Act/ SEBI LODR, 2015 have already been obtained from the Audit Committee/Board.
Pursuant to Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (hereinafter called as “the Listing Regulations”), all Related Party Transactions
shall require prior approval of the Audit Committee and all material transactions with related
parties shall require approval of the Members of the Company through a resolution and all related
parties shall abstain from voting on such resolution.
It may be noted that as per the amended definition provided in the explanation to Regulation 23
(1) of SEBI LODR, 2015 which is effective April 01, 2022, a transaction with a related party shall
be considered material if the transaction(s) to be entered into individually or taken together with
previous transactions during a financial year, exceeds Rs.1,000 Crore or ten per cent of the
annual consolidated turnover of the listed entity as per the last audited financial statements of the
listed entity, whichever is lower.
Members may importantly note that the Company has been undertaking such transactions of
similar nature with the said related parties in the past financial years, in the ordinary course of
business and on arms’ length after obtaining requisite approvals. The maximum annual value of
the proposed transactions with below mentioned related parties is estimated on the basis of
Company’s current transactions with them and future business projections.
The following arrangements/transactions/ contracts which may be entered into by the Company
with its related parties, from time to time, defined below are estimated to exceeds the threshold
limit as prescribed in the above para and therefore it is consider as material related party
transactions. Accordingly, it requires approval of the Company by way of passing of an Ordinary
Resolution.
Details of Proposed Related Party Transaction for Financial Year 2022-23
Name of Description of Nature of Quantity Amount of

Related Party Relationship Transactions transaction per
Annum (FY
2022-23) *
Amount in Rs.
HCP Enterprise Entity controlled Purchase/Sale 4800MT 45,60,00,000
Limited by close family or Job Work of
members of Mr. Goods
Parkash Parekh
Unsecure Loan - 15,00,00,000
to the Company
Plastene India Entity controlled Purchase/Sale 2700MT 33,75,00,000

Limited by Mr. Prakash or Job Work of
Parekh along Goods
with his close
family member
Use of premises - 3,00,000
alongwith other
resources of the
Company
Plastene Entity controlled Purchase/ Sale 960MT 12,00,00,000
Polyfilms Limited by Mr. Prakash or Job Work of
Parekh along Goods
with his close
family member
K. P. Woven Subsidiary Purchase/Sale 1500MT 18,75,00,000

Private Limited Company or Job Work of
Goods
Oswal Extrusion Entity controlled Purchase/Sale 840MT 10,50,00,000

Limited by close family or Job Work of
members of Mr. Goods
Parkash Parekh
Any Related - Use of Website - 10,000 per Year

Party of the Company
and/or Logo
*Note-
1. Amount mentioned are based on projection of Turnover for financial Year 2022-23
2. All transaction shall be on the arm’s length price basis.
3. Rate and Quantity shall be on prevailing market conditions on the date of transaction.
Further, in terms of applicable SEBI Circulars the members are requested to take note of the
following:
Sr. No. Particulars Details

1. A summary of the information The details of the proposed transactions as
provided by the management detailed above which includes the nature, terms,
to the Audit Committee tenure and proposed limits etc. were placed to the
Audit Committee.
2. Justification for why the Arrangement is commercially beneficial.
proposed transactions is
in the interest of the
Company
3. Where the transaction relates Not Applicable
to any loans, inter-corporate
deposits, advances or
investments made or given by
the listed entity or its
subsidiary
4. A statement that the valuation Not Applicable
or other external report, if any,
relied upon by the listed entity
in relation to the proposed
transaction will be made
available through the
registered email address of
the shareholders
5. Any other information that Not Applicable
may be relevant
None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any
way, concerned or interested, financially or otherwise, in the resolution.
The Board of Directors recommends the passing of an Ordinary Resolution as set out in Item No.
4 of the Notice.
By Order of the Board of Directors
(Formally known as Gopala Polyplast Limited)
_________________
Mr. Krushang Shah
Company Secretary
Date: April 16, 2022

Place: Ahmedabad
CONSTRONICS INFRA LIMITED
CONS?ONICS
(formerly known as "INVICTA MEDITEK LIMITED")
INF?Jl.. CIN: L45100TN1992PLC022948
GSTIN: 33AAACl1592G1ZU
19th April, 2022
To:
BSE Limited
Department of Corporate Services -
Listing
PJ Towers, Dalal Street
Mumbai - 400001
Dear Sirs,
Sub.: Submission of Notice of Extra Ordinary General Meeting

Ref.: Scrip Code: 523844
We Wish to inform you that, the Extra-Ordinary General Meeting ("EGM") of the. Company will
be held on Wednesday, 11111May 2022 at 9.300 A.Mat the Registered office of the Company
situated at No. 3/2·Third Floor, Narasimmapuram, Sai Baba Colony, Mylapore, Chennai 600 - ·
004.
The copy of the Notice of EGM is enclosed herewith for your kind reference.
The Notice of EGM has dispatched electronically to

been the members whose email IDs are
registered with the Company/ Depositories and physically to those members whose email ids
were not registered with the company
The EGM Notice is also being made available on the website of the Company at
www.constronicsinfra.com
We further wish to inform you that Company is providing e-voting facility to the
the
shareholders to vote on the resolution proposed to be passed at the Extra Ordinary General
Meeting. Thee-voting will commence at 09.00 AM on Sunday, 81h day of May, 2022 and ends
at 05.00 PM on Wednesday, 10111 day of May, 2021.
.
We kindly request you to take on record of the same.
Thanking you
Sincerely
pcd:onstron
F_(·
/ T
I ,,
/
'
ics
(?t::,f?.
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-
P. Muthukumar
CS & CFO
Regd. Off.: No. 3/2 Third Floor, Narasimmapurarn, Sai Baba Colony, Mylapore, Chennai -
600 004
m info@constronicsinfra.com IQ 044-48589999 D +91 735soo9999 ®) www.constronicsinfra.com

{formerly !NViCTA MED!TE!( UM!TED)
Corporate Identification Number (CIN): L45100TN1992PLC022948
Regd. Office: No.3/21 Third Floor, Narasimmapuram, Sai Baba Colony, Mylapore, Chennai, Tamil Nadu - 600 004.
Tel No: 044 -

4858 9999; E-mail ID: info@constronicsinfra.com
NOTICE OF EXTRA ORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT THE EXTRA GENERAL MEETING OF THE COMPANY WILL BE HELD ON WEDNESDAY, THE 11TH
DAY OF MAY, 2022, AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT NO. 3/2, THIRD FLOOR, NARASIMMAPURAM,
SAi BABA COLONY,MYLAPORE, CHENNAI -
600004 AT 9.30 AM TO TRANSACT THE FOLLOWING BUSINESS:
SPECIAL BUSINESS:
1. Appointment of statutory auditors under casual vacancy
To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an ORDINARY
RESOLUTION:
"RESOLVED THAT pursuant to Section 139(8) and other applicable provisions, if any,
Companies Act, 2013 as
of the
amended from time to time or any other law for being
the time (including any statutory modification
in force or
amendment thereto or enactment thereof for the time being in force), S.C. Ajmera Ii Co, Chartered Accountants,
(Firm Registration Number: 002908C) be and is hereby appointed as Statutory Auditors of the Company to fill the casual
vacancy caused by the resignation of SRSV & Associates, Chartered Accountants, Chennai (Firm Registration Number:
015041 S).
RESOLVED FURTHER THAT that Companies Act, 2013 read with the and Auditors) Rules,
pursuant to Section 139 of the
2014 and applicable provisions,
other (including any statutory if any,
modification(s),claritications, exemptions or
re-enactments thereof for the time being in force S.C. Ajmera a Co, Chartered Accountants, (Firm Registration Number:
002908(), be and are hereby appointed as Statutory Auditors of the Company, shall hold office of Statutory Auditors of
the Company from 10.02.2022 until the conclusion of the ensuring Annual General Meeting, at a remuneration as may be
fixed by Board of Directors of the Company in consultation with the said Auditors.
RESOLVED FURTHER THAT any director of the Company be and is hereby authorized to do all such acts, deeds, matters
and things as may be necessary, proper, expedient or incidental for giving effect to this resolution and to file necessary
e-f'orms with the Registrar of Companies.
For and on behalf of the Board of Directors
Place: Chennai
Date: 10.02.2022
Sd/·
P. Muthukumar
CS ft CFO
(Mem. No.: A39801)

NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE
INSTEAD OF HIMSELF ONLY ON A POLL AND A PROXY NEED NOT BE A MEMBER. THE INSTRUMENT APPOINTING A PROXY
SHOULD HOWEVER BE DEPOSITED AT TH_EREGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS
BEFORE THE COMMENCEMENT OF THE MEETING.
2. A person shall not act as Proxy for more

a than 50 Members and holding in the aggregate not more than ten percent of
the total voting share capital of the Company. However, a single person may act as a proxy for a Member holding more
than ten percent of the total voting share capital of the Company provided that such person shall not act as a proxy for
any other person.
3. Corporate Members intending to send their authorised representatives to attend the EGM are requested to send to the
Company a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at
the EGM.
4. Member, are requested to bring their attendance slip duly completed and signed along with their of notice of the
copy
EGM.
5. In case of joint holders attending the EGM, only such joint holder who is higher in the order of names will be entitled to
vote.
6. The Notice calling the EGM has been uploaded the website of the
on Company at www.constronicSinfra.com, The Notice
can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited www.bseindia,c;om. The EGM Notice is
also disseminated the website of CDSL for
on
(agency providing the Remote e·Voting facility and 'e-vottng system during
the EGM) i.e. www.evotingindia.com.
7. Change of Address: Members holding shares in physical form are requested to notify immediately any change in their
address along with respective address proof and bank particulars to the company or its registrar and share transfer agent
and in case their shares are held in dematerialized form, this information should be passed on directly to their respective
depository participants and not to the company/ registrar and transfer agent.
8. As per the green initiative taken by the Ministry of Corporate Affairs, members are advised to register their email address
with the company in respect of shares held in physical form and with the concerned depository participant in respect of
shares held in demat form to enable the company to serve documents in electronic form.
9. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent
Number (PAN) by Account
every participant in securities market. Members holding shares in-electronic form therefore,
requested to submit
are,
the PAN to their
depository participants with whom they are maintaining their demat account(s). Members holding shares
inphysical form can submit their PAN details to the company or to Cameo Corporate Services limited, No.2, Subramanian
Building, Club House Road, Chennai 600 002. ·
10. The Securities and Exchange

("SEBI") has mandatedBoard of India
that the transfer of securities held in physical form,
except in case of transmission
transposition, shall not be processedor by the listed entities I Registrars and Share
Transfer Agents with effect from April 1, 2019. Therefore, the members holding share(s) in physical form are requested
to immediately dematerialize their shareholding in the Company. Necessary prior intimation in this regard was provided
to the Members.
In case of transmission I transpostticn, the members are requested to forward their requests and other communications
directly to the Registrar and Share Transfer Agent (RTA) of the company, M/s. Cameo Corporate Services Limited, No.2,
Subramanian Building, Club House Road, Chennai -
600 002.
Pursuant to sections 101 and 136 of the Companies Act, 2013 read with the Rules made thereunder, (including any
statutory modification(s), clariftcat1ons, exemptions or re-enactments thereof for the time being in force) the Notice
calling the EGM would be sent by electronic mode to those Members whose e-mail addresses are registered with the
Depository or the Company's STA, unless the Members have
requested for a physical copy of the same. For Members
who have not registered their e-mail addresses, physical copies would be sent by the permitted mode. However,
in case a Member wishes to receive a physical copy, ls requested to send an email to info@constronicsinfra.com or
investor1@cameoindia.com duly quoting his/her DP ID and Client ID or the Folio number, as the case may be. Members
are requested to register /update their e-mail addresses with the DP (in case of shares held in dematerialized form) or
with STA (in case of shares held in physical form) which will help us in prompt sending of notices, annual
reports and
other shareholder communications in electronic form.
11. Members holding shares in physical form are advised to avail the Nomination facility in respect of their shares by filling
the prescribed form. Members holding shares in electronic form may contact their DP for recording their Nomination.
2
12. Members requested to register I update their email address
are in respect of shares held in dematerlaltzed form with
their respective depository participants and in respect of shares held in physical form with the Company's Registrar and
Share Transfer Agent, Mis. Cameo Corporate Services Limited.
13. In case of joint holders attending the meeting, the Member whose name appears as the first holder in the order of names
as per the Register of Members of the Company will be entitled to vote at the EGM.
14. Members are requested to note that, the route map of the venue is annexed in this Notice.
15. Voting through electronic means:
a. Pursuant to the provisions of Section 108 of the

Companies Act, 2013 read with Rule 20 of the Companies (Management
and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations fr Disclosure Requirements)
Regulations 2015 (as amended), the Company is providing facility of remote e-voting to its Members in respect of
the business to be transacted at the EGM. for this purpose, the Company has entered into an agreement with
Central Depository'Services (India) Limited (CDSLJ for facilitating voting through electronic means, as the authorized
e-voting's agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on
the date of the EGM will be provided by CDSL.
b. The voting period begins on, the Sunday, the 8th day of May, 2022 and ends on Tuesday, the 10th day of May,
2022 (05.00 p.m. 1ST). During this period Members' of the Company, holding shares either in physical form or in
dematerialized form, as on the cut-off date Friday, the 29th day of April, 2022, may cast their vote electronically.
Thee-voting module shall be disabled by Central Depository Services Limited (CDSL) for voting thereafter.
c. Any person, who acquires shares of the Company and becomes Member of the Company after dispatch of EGM Notice
and holding shares as of the cut-off date, i.e. Friday, the 29th day of April, 2022, may refer to this Notice of the
EGM, posted on company's website www. info@constronicsinfra.com for detailed procedure with regard to remote
e-vottng. Any person who ceases to be the member of the company as on the cut-off date and is in receipt of this
Notice, shall treat this Notice for information purpose only.
d. The Members who have cast their vote by remote e-voting may also attend the meeting but shall not be entitled to
cast their vote again.

16. The instructions for Members voting electronically are as under:
a. Pursuant to SEBI Circular No. SEBIIHO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 ot Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are
required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However,
it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a
negligible level.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This
necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant public consultation, it has been decided
to a to
enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/
websites Depositories/
of Depository Participants. Demat account holders would be able to cast their vote without
having register again with the ESPs, thereby, not only facilitating
to seamless authentication but also enhancing ease
and convenience-of participating in e-voting process.

b. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P /2020/242 dated on e-voting facility provided
December 9, 2020
by Listed Companies, Individual shareholders holding securities m demat mode are allowed to vote through their
demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their
mobile nurnber and email Id in their demat accounts in order to access e-Voting facility.
3
Pursuant. to abovesaid SEBI Circular, Login method fore-Voting and joining virtual meetings for Individual shareholders
holding securities in Demat mode CDSL/NSDL ts given below:

shareholders
lhdividual 1) Users who have opted for CDSL Easi I Easiest facility, can login through their existing user
Shareholders id and password. Option will be made available to reach e-Voting page without any further
holding securities authentication. The URL for 'users to login to Easi I Easiest are https: I lweb.cdslindia.com/
in Demat mode myeasi/homellogin or visit www.cdslindia.com and click on Login Icon and select New System
with CDSL Myeasi.
2) After successful login the thee-Voting option for eligible

Easi I Easiest user wilt be able to see
companies where the per evoting provided by company.

is in progress On as the information
clicking the evotlng option, the user will be able to see e-Voting page of thee-Voting service
provider for casting your vote during the remote e-Voting period or joining virtual meeting 8:
voting during the meeting. Additionally, there is also links provided to access the system of all
e-Voting Service Providers i.e. CDSL /NSDL /KARVY ILINKINTIME, so that the user can visit the
e-Voting service providers' website directly.
3) If the user is not registered fur Easi/Easiest, option to register is available at https:I /web.
c dsl i ndia. co111 / myeast I Regtstr a tion I Easi Registra t 10n.
4) Alternatively, can directly ac?ess e-Voting page by providing Demat Account

the user Number
and PAN No. e-Voting link available
from a on www.cdslindia.com home page or click on
https:/ /evoting.cdslindia.com/Evoting/Evotinglogin The system will authenticate the user by
sending OTP on registered Mobile ft Email as recorded in the Demat Account. After successful
authentication, user will be able to see thee-Voting option where the evoting is in progress and
also able to directly access the system of all e-Voting Service Providers.
Individual 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website
Shareholders of NSDL. Dpen web browser by typing the following URL: https:/ /eservices.nsdl.com either on
holding securities a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the
in demat mode "Benefictal Owner" icon under "Login" which is available under '1DeAS' section. A new screen
with NSDL will open. You will have to enter authentication,

your User ID and Password. After successful
you will be able to see e-Voting services. Click on "Access toe-Voting" under e-Voting services
and you will be able to see e-Voting page. Gick on company name ore-Voting service provider
name and you will be re-directed to e-Votmg service provider website for casting your vote
during the remote e-Vottng period or joining virtual meeting ft voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register is available at https: II
eservices.nsdl.com. "Register Online
Select for IDeAS "Portal or click at https:/ /eservices.
nsd l. com I Secure Web I ldeasDirectReg. jsp
3) Visit thee-Voting website of NSDL. Open web browser by typing the following URL: https:/ I
www.evoti11g.11sdt.co1n/ either on a Personal Computer or on a mobile. Once the home page of
e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/
Member' section. A new screen will open. You will have ID (i.e. your sixteen
to enter your User
digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown
on the screen. After successful authentication, you will be redirected to NSDL Depository site
wherein you e-Voting page. Click on company
can see name or e-Voting service provider name
and you will be redirected toe-Voting service provider website for casting your vote during the
remote e-Voting penod or joining virtual meeting a voting during the meeting
4
shareholders
Individual You can also
login using the login credentials of your demat account through your Depository
Shareholders Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be
(holding able to see e-Voting option. Once you dick on e-Voting option, you will be redirected to NSDL/
securities in CDSL Depository site after successful authenucatton, wherein you can see e-Voting feature. Click
demat mode) on company name ore-Voting service provider name and you will be redirected toe-Voting service
login through provider website for casting your vote during the rernote e-Voting period or joining virtual meeting
their Depository &: voting during the meeting.
Participants
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login
through Depository i.e. CDSL and NSDL

.
'
-------------
Individual Shareholders Members facing any technical issue in login can contact CDSL helpdesk by sending a request at
holding securities in Dernat helpdesk.evoting@cdslindia.comor contact at 022- 23058738 and 22-23058542·43.
mode with CDSL
_ ...... ·-·-····-·
Individual Shareholders Members facing any technical issue in login can contact NSDL helpdesk by sending a request
holding securities in· Demat at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
mode with NSDL
c. Login method fore-Voting for Physical shareholders and shareholders other than individual holding in Demat form:
·1. The shareholders should log on to thee-voting website www.evotingindia.com.

2. Click on "Shareholders" module.
3_ Now enter your User ID
I) For CDSL: 16 digits beneficiary ID,
ii) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
iii) Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
4. Next enter the Image Verification as displayed and Click on Login.
5. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier
e-voting of any company, then your existing password is to be used.
6. Jf you are a first-time user follow the steps given below:
For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN Enter your digit alpha-numeric

10 by 'PAN issued Income Tax Department (Applicable for both
demat shareholders as well as physical shareholders)
. Shareholders who have not updated their PAN with the Company/Depository Participant are
requested to use the sequence number sent by Company/RTA or contact Company/RTA.

Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd /mm/yyyy format) as recorded in your demat
Details account or in the company records in order to login.
OR
. If both the details are not recorded with the depository or company, please enter the member
Date of Birth
id I folio number in the Dividend Bank details field.
(DOB)
5
7. After entering these details appropriately, click on "SUBMIT" tab.
8. Shareholders holding shares in physical form will then directly reach the Company selection screen. However,
shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required
to mandatorily enter their login password in the new password field. Kindly note that this password is to be also
used by the demat holders for voting for resolutions of any other which they are eligible to vote,
company on
provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your
password with any other person and take utmost care to keep your password confidential.
9. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions
contained in this Notice.
10. Click on the EVSN for the relevant CONSTRONICS INFRA LIMITED on which you choose to vote.
11. On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for
voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and
option NO implies that you dissent to the Resolution.
12. Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
13. After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be
displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and
accordingly modify your vote.
14. Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
15. You can also take .a print of the votes cast by clicking on "Click here to print" option on the Voting page.
16. If a de mat account holder has forgotten the login password then Enter the User ID and the image verification code
and click on Forgot Password & enter the details as prompted by the system.
d. Additional Facility for Non •
Individual Shareholders and Custodians -For Remote Voting only:
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians required log
are to on to
(
www.evotingindia.com and register themselves in the "Corporates" module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.
evoting@cdslindia.com.
Afterreceiving the login details a Compliance User should be created using the admin login and password. The
Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked fn the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of
the accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the
Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively, Non-Individual shareholders are· required to send the relevant Board Resolution/ Authority letter
etc. together with attested
specimen signature of the duty authorized signatory who are authorized to vote, to
the Scrutinizer and to the Company at the email address viz; info@constronicsinfra.com, if they have voted from
individual tab & not uploaded same in the CD5L e-voting system for the scrutinizer to verify the same.
17. In terms ofprovisions of Section 107 of the Companies Act, 2013, since the Company is providing the facility of remote
e-voting tothe Members, there shall be no voting by show of hands at the EGM. The Company is also offering facility
for voting by way of polling papers at the EGM for the Members attending the meeting who has not cast their vote by
remote e-voting. A Member may participate in the EGi'A even after exercising his right to vote through rem_otee-voting,
but cannot vote again at the EGM. If a Member cast votes by both modes i.e. remote e-vottng and polling papers at the
EGM, then voting done through remote e-voting shall prevail and polling paper shall be treated as invalid.
6
18. The Scrutinizer shall, immediately after the conclusion of EGM, count the votes cast at the EGM and thereafter, unblock
the votes cast through remote e-voting in the presence of at least two witnesses not in employment of the
Company.
The Scrutinizer shall submit a consolidated Scrutinizer's Report of the total votes cast in favour of or against, if any, not
later than 48 hours after the conclusion of the EGM to the Chairman or a person authorised by him. The Chairman, or any
other person authorised by the Chairman, shall declare the result of the voting forthwith.
19. The resolution will be deemed to be passed on the EGM date subject to receipt of the requisite number of votes in favour
of the resolutions. The results declared along with the scrutinizers report shall be placed on the Company's website
www.constronicsinfra.com and on CDSL website www.cdslindia.com immediately after the result is declared by the
Chairman.
20. Process for those Members whose email addresses are not registered with the depositories for obtaining login
credentials fore-voting for the resolutions proposed in this notice:
a. For physical Members please provide necessary

· details like Folio No., Name of shareholder, scanned copy of the
share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy
of Aadhar Card) by email to lnfo@constronicsinfra.com or investor1@cameoindia.com.
b. For Demat Members -

please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL· 16 digit DPID +
CLID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN
card), AADHAR (self-attested scanned copy of Aadhar Card) to info@constronicsinfra.com or investor1@cameoindia.
corn.
c. The Company/Registered Share Transfer Agent shall provide the login credentials to the above-mentioned Members.
21. Other instructions:
a. The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company
as on i.e. Friday, the 29th day of April, 2022,
b. Mr. S.S. Vignesh, Practicing Company Secretary, has been appointed as the scrutinizer to scrutinize the voting and
remote e-voting process in a fair and transparent manner.
c. The results declared along with the Scrutinizer's Report shall be placed on the website of CDSL and shall be immediately
forwarded to the Stock exchange in which the shares of the Company are listed.

Place: Chennai Sd/·

Date: 10.02.2022 P. Muthukumar
CS a CFO
(Mem. No.: A39801 I
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013
ITEM N0.1:
Due to their preoccupation, 5RSV li Associates, Accountants, Chennai (Firm Registration Number: 0150415) vide
Chartered
their letter dated 9th February, 2022 have resigned from position of Statutory Auditors of the Company, with immediate
the
effect resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of
the Companies Act, 2013.
The Board of Directors at its meeting held on 10th February, 2021 as per the recommendation of the Audit Committee, and
pursuant provisions
to the 139(8) of Section
Companies Act, 2013, of the have appointed_S.C. Ajmera & Co, Chartered
Accountants, (Firm Registration Number: 002908C), as Statutory Auditor of the Company, to till the casual vacancy caused
by the resignation of 5R5V a Associates, Chartered Accountants, Chennai (Firm Registration Number: 0150415) to hold office
of Statutory Auditors of the Company from 10.02.2022 until the conclusion of the ensuring Annual General Meeting.
7
Accordingly, your board of directors also recommend passing of resolution for appointment of S.C, Ajmera & Co, Chartered
Accountants, (FirmRegistration Number: 002908C), from 10.02.2022 until the conclusion of the ensuring Annual General
Meeting.
The Company has also received consent and eligibility certificate from 5.C. Ajmera 8: Co, Chartered Accountants, (Firm
Registration Number: 002908(), to act Statutory Auditors of the Company along with a confirmation
as that, their appointment,
if made, would be within the limits prescribed under the Companies Act, 2013.
Accordingly, consent of the Members is sought for passing an Ordinary Resolution as set out in Item No. ·1 of, the Notice for
appointment and payment of remuneration to the Statutory Auditors,
None of the directors the key managerial
or personnel of the Company or the relatives of the aforementioned persons are
interested in the said resolution.
The Board recommends the resolutions set out at Item No.1 of the accompanying Notice for your approval as an ordinary
resolution.

Place: Chennai Sd/-

Date: 10.02.2022 P. Muthukumar
CS ft CFO
(Mem. No.: A39801)
ROUTE MAP TO THE VENUE
8
CONSTRONICS LilVIITED INFRr-\
(formerly as Limited) Known Invicta Mediiek
No. 3/2, Third Floor, Narasimrnapuram, Sai baba Colony
Mylapore, Chennai -600 004
C!N: L45100TN1992PLC022948
Tel-. No.: 044 -4858 9999; e-mail: info@constronicsinfra.com; Website: www.constronicsinfnr.com
FORM NO. MGT -11
PROXY FORM
[Pursuant to section 105(6) of the Companies Act 2013 and Rule 19(3} of the Companies (Management and Administration) Rules, 2014]
Name of the member(s),

Registered· address,
E-mail ID. Folio No.
Client ID: & DP ID
I/We being the member(s) holding shares of the above named Company, hereby appoint:
1)Name
Address
Email ID Signature
orfailing him/her
.........
2) Name
Address :
Email ID Signature
C..---------- .. ·-··------ .. - ..
·--------------·----······--··------------------·---------
orfi:Jili?g
hirniher
.....
-·------·-----------------
3J Name
Address
Email ID Signature
PTO
... .__ ·-·--·- -?? - - --··· ····-'··--? -- - ------- _ .. _ ·---··-···------
CONSTRONICS INFRA Lll\-1ITED

(formerly Known as Invicta Meditek Limited)
No. 3/2, ThirdFloor, Narasimmapuram, Sai baba Colony
Mylapore, Chennai 600 004 -
CIN: L45IOOTNI992PLC022948
Tel. No.: 044-4858 9999; e-mail: info@constronicsinfra.com; Website ¥vww,constronicsinfi.-a.co1n
Folio No. /Demat ID No. of Shares held
Name of the Shareholder
Name of the Proxy
I hereby record my presence at the EXTRA ORDJNARY GENERAL MEETING at the Registered Office situated at No.
3/2, Third Floor, Narasimmapuram, Sai baba Colony, Mylapore. Chennai -
600 004, on Wednesday the 11th May,
2022 at 9.30 AM
*Strikeout whichever is not applicable Signature of Member I Proxy*

Asmy/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extra Ordinary General
Meeting of the Company, to be held on Wednesday, 11'" May, 2022 at 9.30 AM. at the
the Registered
Office situated at No. 3/2, Third Floor, Narasimmapuram, Sai baba Colony, Mylapore, Chennai 0600 004
and at any adjournment thereof in respect of such resolutions as are indicated below :
S.No Subject No.
SPECIAL BUSINESS
1 Appointment of Mis. S.C. Ajmera & Co, Charted Accountants, (Firm Registration Number:
002908C) as statutory auditors under casual vacancy
Signed this ..... ........

day of 2022
Revenue
Signature of shareholder Stamp
Signature of Proxy holder (s)

Note:
I. This form of proxy, in order to be effective, should be duly stamped, completed, signed and deposited
at registered
the office of the company, not less than 48 hours before the commencement of the
meeting.
2. Those members who have multiple folios with different joint holders may use copies of this attendance
slip/proxy form.
CREST
VENTURES
Ref: CVL/SE/2022-23 April 19, 2022

To, To,
BSE Limited National Stock Exchange of India Ltd.
Phiroze Jeejeebhoy Towers , “Exchange Plaza”, Bandra - Kurla Complex,
Dalal Street, Mumbai – 400 001. Bandra (E), Mumbai 400 051
Scrip Code : 511413 Symbol: CREST
ISIN : INE559D01011 Series: EQ
Dear Sir / Madam,
Sub: Submission of Minutes of Postal Ballot
In furtherance to our letter dated March 30, 2022, w.r.t. voting results and Scrutinizer’s Report,
we enclose herewith copy of the minutes of the proceedings relating to declaration of results
of voting conducted through Postal Ballot (e-voting).
Request you to kindly take the above information on your records.
Thanking you.
Yours faithfully,
For Crest Ventures Limited
MUMBAI
Namita Bapna
Company Secretary
Encl: a/a
Crest Ventures Limited

Registered Office: 111, Maker Chambers IV 11'" Floor Nariman Point Mumbai 400021 T: +91 22 43347000
| | | |
F: +91 22 43347002
E-mail: secretarial@crest.co.in www.crest.co.in CIN-L99999MH1982PLC102697
|
MINUTE BOOK PAGE NO.
HELD AT. ON TIME
MINUTES OF THE DECLARATION OF RESULT OF THE POSTAL BALLOT HELD

ON MONDAY, MARCH 28,. 2022 FOR THE RESOLUTIONS AS SET OUT IN THE
POSTAL BALLOT NOTICE DATED FEBRUARY 1,. 2022.
1. Ms. Namita Bapna Company Secretary & Compliance officer of the

Company duly
authorized by the Board for the purpose of declaring the Postal Ballot Result
stated that pursuant to the provisions of Section 110 of the Companies 2013
("the Act") read with Rule 22 of Companies (Management and Administration)
Rules,.2014. as amended the Company had issued postal ballot notice dated
February 19. 2022 to the Shareholders, seeking their consent with respect to
following
1, To sell, transfer,
convey, assign or otherwise dispose- As Special
off, the Company's investment in equity shares of its Resolution
associate company, Classic Mall Development
Company Limited (CMDCL), to The Phoenix Mills
Limited (either by themselves and/or through their |
affiliates
2 |
Appointment of Ms. Sheetal Kamalnayan Kapadia (DIN: As Ordinary
0331 7767) as Non-Executive, Non-Independent Resolution,
Director of the Company i
2. Ms. Namita Bapna placed on record the following actions of the Board conducted
in compliance with the provisions of the Act:
a ) The Board of Directors in their meeting held on February 19. 2022 had
appointed CS Ajit Sathe (Membership No. FCS 2899 / CP No. 738), Proprietor
of M/s. A.Y. Sathe & Co., Practicing Company Secretaries, Mumbai, as the
Scrutinizer for Postal Ballot Process.
b) The Company had provided Members with an option of voting electronically (e-
voting) and had entered in to an Agreement with National Securities Depository
Limited (NSDL) for providing remote e-voting platform
c) On February 23,. 2022. the Company had dispatched postal ballot notice by
email through NSDL, along with the Login ID and password to the members for
e-voting who have registered their e-mail ID's with Depository Participant(s) or
with the Company
d) The voting period commenced on February 27,. 2022 at 9.00 am. IST and
ended on March 28,. 2022 at 5.00 p.m. IST
e) The cut-off date, for the purpose of determining the number of members was
February 18. 2022 and the total number of members as on cut-off date was
5604.
3. CS Ajit Sathe Scrutinizer had carried out scrutiny of all the e-votes casted upto
5:00 P.M. (IST) on Monday, March 28,. 2022. being the last day of e-voting module
for postal ballot voting and prepared a consolidated Scrutinizer's Report on the
basis of data/reports received by him
4. The Scrutinizer had submitted his Report on March 30,. 2022.
CHAIRMAN'S INITIALS
MINUTE BOOK. PAGENO.
r
HELD AT ON TIME
5. The details of voting of the Special Resolution as ITEM No. 1 set out in the notice
dated February 19, 2022 are as under:
To sell, transfer, convey, assign or otherwise dispose-off, the Company's
investment in equity shares of its associate company, Classic Mall Development
Company Limited (CMDCL), to The Phoenix Mills Limited (either by themselves
and/or through their affiliates)
Particulars Number
Number of valid votes received 23,430,063
Votes in favour of the Resolution 23,399,950
Votes against the resolution 30,113
6. The details of voting of the Ordinary Resolution as ITEM No. 2 set out in the notice
dated February 19, 2022 are as under:
Appointment of Ms. Sheetal Kamalnayan Kapadia (DIN: 03317767) as Non-
Executive, Non-Independent Director of the Company
Particulars Number
Number of valid votes received 23,430,063
Votes in favour of the Resolution 23,430,002
Votes against the resolution 61
7. Ms. Namita Bapna proceeded with the declaration of postal ballot result based on
the Scrutinizer's Report.
SPECIAL RESOLUTION
Item No.1: Approval to sell, transfer, convey, assian or otherwise dispose-off,
the Company's investment in equity shares of its associate company Classic
Mall Development Company Limited to The Phoenix Mills Limited (either by
themselves and/or through their affiliates).
"RESOLVED THAT pursuant to provisions of Section 180(1)(a), Section 110 read

with the Companies (Management and Administration) Rules, 2014 and any other
applicable provisions, if any, of the Companies Act, 2013, the Rules thereunder
(including any statutory modifications or re-enactment thereof for the time being in
force) and subject to the Memorandum and Articles of Association of the Company
and further subject to the necessary approvals, consents, permissions and
sanctions, if any, of any relevant statutory, regulatory or government authorities,
Company's lenders (if any), and/or other institutions or bodies and such conditions
or modifications as may be prescribed by any of them while granting any such
approvals, which may be agreed to, in its sole discretion, by the Board of Directors
of the Company, the consent, approval and authority of the members of the
Company be and is hereby granted for sale, transfer, convey, assign or otherwise
dispose off, the whole or part thereof, the Company's investment of 35,68,234
(Thirty Five Lakhs Sixty Eight Thousand Two Hundred and Thirty Four) Equity
Shares constituting 46.35% (approx.) of the Equity Share Capital of its associate
company, Classic Mall Development Company Limited, to The Phoenix Mills
Limited (either by themselves and/or through their affiliates), for an aggregate
consideration of INR 851.02 Crores ( Rupees Eight Hundred Fifty One Crores and
Two Lakhs Only) approximately on such terms and conditions as the Board of
Director and/or the Managing Director, may, in its absolute discretion, deem fit and
appropriate in the best interests of the Company, without any further reference to
or approval of the shareholders in this regard.
CHAIRMAN'S INITIALS
MINUTE BOOK PAGE NO.
HELD AT. ON TIME
RESOLVED FURTHER THAT the Board of Directors and/or the Managing Director
be and is hereby authorized to do or cause to be done all such acts, deeds and
things, including actions which may have been taken, as may be necessary, or
deemed necessary or incidental thereto, from time to time for giving effect to the
above resolution, including finalizing, varying and settling the terms and conditions
of the proposed divestment; to settle and finalize all issues that may arise in this
regard, without further referring to the Members of the Company; to negotiate and
finalize the Share Purchase Agreement and/ or any other transaction documents
(including providing such representations, warranties, indemnities and covenants
as may be required) and to execute, deliver and perform such agreements, other
contracts, deeds, undertakings and other documents and subsequent
modifications thereto; to file applications and make representations in respect
thereof and seek the requisite approvals from the relevant authorities and third
parties, including governmental authorities and lenders; to suitably inform and
apply to all the concerned authorities, to settle any questions, difficulty or doubt
that may arise in this regard, and to take all necessary steps in the matter as it may
in its absolute discretion and in the best interests of the Company deem
necessary, desirable or expedient, to give effect to the above resolution.
"RESOLVED FURTHER THAT a certified copy of this resolution be issued under
the signature of any of Directors or Key Managerial Personnel of the Company to
whomsoever it may concern with a request to act thereon."
ORDINARY RESOLUTION
{tem No.2: Appointment of Ms. Sheetal Kamalnayan Kapadia (DIN: 03317767)
as Non-Executive, Non-Independent Director of the Company
"RESOLVED THAT pursuant to the provisions of Sections 150, 152, and other
applicable provistons, if any, of the Companies Act, 2013 ("Act") read with the
Companies (Appointment and Qualifications of Directors) Rules, 2014 ("Rules")
and Regulation 17 and other applicable regulations of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as
amended from time to time, and Article 90 of the Articles of Association of the
Company and pursuant to the recommendation of the Nomination and
Remuneration Committee and approval of the Board of Directors, Ms. Sheetal
Kamalnayan Kapadia (DIN: 03317767) who was appointed as an Additional, Non-
Executive, Non-Independent Director of the Company in professional capacity
w.e.f. December 14, 2021 in terms of Section 161(1), and being eligible, be and is
hereby appointed as Non-Executive, Non-Independent Director of the Company,
whose period of office will be liable to retire by rotation.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is

hereby authorized to do all acts and to take all such steps as may be necessary,
proper or expedient to give effect to this resolution."
8. Thereafter, Ms. Namita Bapna announced that the aforesaid Resolutions as set out
in postal ballot notice dated February 19, 2022 was duly approved by the
Shareholders with an overwhelming majority of 99.87% and 99.99% for the Item
No. 1 and 2 respectively.
CHAIRMAN'S INITIALS
MINUTE BOOK. PAGENO:
r
HELD AT. ON TIME
9. Ms. Namita Bapna, also stated that the
following actions has been completed
within the prescribed time limits:
a) Intimation of the result of the Postal Ballot to the Stock Exchanges;
b) Uploading the result of Postal Ballot on the website of the Company and on the
website of NSDL.
VOTE OF THANKS:
Since there was no other business to be transacted, the
proceedings concluded with a
vote of thanks to the Chair.
Place: Mumbar Chai

Date of Entry: [ Dafe of sighing the minutes: |2-°4} 2022.
1.04.202,
Date of file creation: zat
CHAIRMAN INITIALS

Agm Egm Imh 20220419

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~ q~ f81.a1.1 ct5'f4l~~ra, fM f?i"es BHARAT PETROLEUM CORPORATION LTD.

~~q5f~ A Govt. of India Enterprise

The Secretary, The Secretary,

General information about company

Date of the meeting/ last day of receipt of

Start time of the meeting

End t ime of the meeting

a) Promoters and Promoter group

No. of shareholders attended the meeting through video conferencing

a) Promoters and Promoter group

No. of resolution passed in the meeting 11

Disclosure of notes on voting results

Category Mode of voting

(1) (2) (3)=((2)/(1)1*100 (4) (5) (6l=U4l/12n•100 I (7l=lC5l/(2)]*100

Promoter Group Postal Ballot (if applicable)

Total 1149183592 01 0.0000 0 01 0.00001 0.0000

• this fields are optional

Details of Invalid Votes

Promoter and Promoter Group

Description of resolution considered

% of Votes polled % of votes in %of Votes

(1) (2) (3)=[(2}/(1))*100 (4) (5) (6)=[(4)/(2))*100 (7)=[(5}/(2)]*100

• this fields are optional

Details of Invalid Votes

Promoter and Promoter Group

% of Votes polled % of votes in % of Votes

(1) (2) (3)=[(2}/(1))*100 (4) (5) (6)=((4)/(2)1*100 (7)=((5)/(2))*100

• this fields are optional

Details of Invalid Votes

Promoter and Promoter Group

Public - Non lnsitutions

Description of resolution considered Appointment of Shri Gudey Srinivas as Director

% of Votes polled I No. of votes - in % of votes in % of Votes

(1) (2) (3)=1(2)/(1)]*100 (4) (SJ I

Total 1149183592 1149183592 100.0000 1149183592 0 100.0000 0.0000

Whether resolution is Pass or Not. Yes

Disclosure of notes on resolution ~ dd Note}~

• this fields are optional

Promoter and Promoter Group

Description of resolution considered Appointment of Shri Sanjay Khanna as Director (Refineries)

¾ of Votes polled ¾ of votes in I ¾of Votes

(1) (2) (3)=[{2}/(1)]*100 (4) (5) {6}=[(4}/(2}1*100 (7}=[(5}/(2))*100

Disclosure of notes on resolution '-'~ ., •~~ Add Notes ._;,u.:},,uh,-

• t his fields are optional

Details of Invalid Votes

Promoter and Promoter Group

Description of resolution considered Appointment of Shri Suman Billa as Director

% of Votes polled % of votes in ¾of Votes

(1) (2) (3)=((2)/(1)]*100 (4) (S) (6)=((4)/(2))*100 (7)=[(5)/{2)]*100

• t his fields are optional

Details of Invalid Votes

% of Votes polled %of votes in %of Votes

(1) (2) (3)=1(2)/(11]*100 (4) (S) (6)=1(4)/(2)]•100 (7)=((5)/(2))*100

Disclosure of notes on resolution '-~:i!,.:Lw. Add Notes~ ~

• this fields are optional

Details of Invalid Votes /

Promoter and Promoter Group

Description of resolution considered Appointment of Shri Ghanshyam Sher as an Independent Director

% of Votes polled % of votes in % of Votes

(1) {2) {3)=({2)/{1))*100 (4) (5) (6)=[(4)/(2))*100 {7)=[{5)/{2)]*100

Disclosure of notes on resolution a ~ Add Notes~

• t his fields are optional

Details of Invalid Votes

(1) (2) (3)=((2)/(1)1100 (4) (5) (6l=U4l/12n•100 I (7l=lC5l/(2)]100

(1) (2) (3)=[(2}/(1))100 (4) (5) (6)=[(4)/(2))100 (7)=[(5}/(2)]*100

(1) (2) (3)=[(2}/(1))100 (4) (5) (6)=((4)/(2)1100 (7)=((5)/(2))*100

(1) (2) (3)=[{2}/(1)]100 (4) (5) {6}=[(4}/(2}1100 (7}=[(5}/(2))*100

(1) (2) (3)=((2)/(1)]100 (4) (S) (6)=((4)/(2))100 (7)=[(5)/{2)]*100

(1) (2) (3)=1(2)/(11]100 (4) (S) (6)=1(4)/(2)]•100 (7)=((5)/(2))100

(1) {2) {3)=({2)/{1))100 (4) (5) (6)=[(4)/(2))100 {7)=[{5)/{2)]*100

(1) (2) (3)=((2)/(1))100 (4) (S) (6)=((4)/(2))100 (7)=((5)/(2)]*100

(1) (2) (3)=[(2)/(1)1100 (4) (5) (6)=[(4)/(2)1100 (7)=[(5)/(2)1*100

(1) (2) (3)=[(2)/(1)]100 (4) (5) (6)=((4)/(2))100 (7)=[(5)/(2)1*100