Meeting of Shareholders of Bagrrys India Ltd scheduled to be convened under the supervision of the Hon ble NCLT. List of Documents.

Transcription

1 Bagrrys India Ltd [CIN: U HP 1986 PLC ] Registered Office: Plot No. 28 and 41, HIMUDA Industrial Area, Bhatoli Kalan, Baddi , District Solan, Himachal Pradesh Phone No ID: sushilchetani@bagrrys.com Web-site: Meeting of Shareholders of Bagrrys India Ltd scheduled to be convened under the supervision of the Hon ble NCLT Day Saturday Date 24 th June, 2017 Time A.M. Venue Hotel Royal Park, Baddi, Pinjore-Nalagarh Highway, NH 21-A, Bhud, Baddi , District Solan, Himachal Pradesh List of Documents Sl. No. Contents 1 Notice of Meeting of Shareholders of Bagrrys India Ltd 2 Instruction Slip for the purpose of e-voting facility. 3 Proxy Form 4 Attendance Slip 5 Explanatory Statement under sections 230 & 232 of the Companies Act, 2013 and the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016, and other applicable provisions, if any 6 Copy of the Report on Valuation of Shares & Share Exchange Ratio of M/s Khandelia & Sharma, Chartered Accountants 7 8 A copy each of the un-audited Financial Statements (provisional) of the Transferor Companies No. 1 & 2, the Resulting Company and the Transferee Company for 9 months period ended 31 st December, 2016 Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd, under sections 230, 232 & 66 of the Companies Act, 2013 Through Place: New Delhi Date: 6 th May, 2017 Sd/- Rajeev K Goel, Advocate For Rajeev Goel & Associates Counsel for the Applicants 785, Pocket-E, Mayur Vihar II NH-24, Delhi Mobile: rajeev391@gmail.com 1

2 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL CHANDIGARH BENCH, CHANDIGARH (ORIGINAL JURISDICTION) COMPANY APPLICATION NO. CA (CAA) NO. 6/Chd/HP OF 2017 IN THE MATTER OF THE COMPANIES ACT, 2013 (18 OF 2013) SECTIONS 230, 232 & 66 AND IN THE MATTER OF SCHEME OF ARRANGEMENT AND IN THE MATTER OF BAGRRYS FINANCE PVT LTD KANAK GLOBAL SECURITIES PVT LTD OASIS SECURITIES PVT LTD APPLICANT/ TRANSFEROR COMPANY NO. 1 APPLICANT/TRANSFEROR COMPANY NO. 2 APPLICANT/RESULTING COMPANY AND BAGRRYS INDIA LTD APPLICANT/TRANSFEREE COMPANY To The Shareholders of Bagrrys India Ltd NOTICE CONVENING MEETING Take Notice that by the Order dated 28 th April, 2017, the Hon ble National Company Law Tribunal, Chandigarh Bench has, inter alia, directed for convening of a meeting of Shareholders of Bagrrys India Ltd for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd. In the said meeting the following Special Business will be transacted: To consider and, if thought fit, to pass, with or without modification(s), the following resolution with specific majority as provided under sections 230 & 232 of the Companies Act, 2013, and other applicable provisions, if any: Resolved that pursuant to the provisions of sections 230, 232 & 66 of the Companies Act, 2013, the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016, the National Company Law Tribunal Rules, 2016, and other applicable provisions, if any, and subject to the approval of the Hon ble National Company Law Tribunal and other competent authorities, if any, the proposed (a) De-merger of Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd) of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd into Oasis Securities Pvt Ltd; (b) Amalgamation of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (with residual business consisting of strategic investments in Bagrrys India Ltd) with Bagrrys India Ltd; (c) De-merger of Investment Business of Bagrrys India Ltd into Oasis Securities Pvt Ltd; and (d) Re-organisation of Share Capital of Bagrrys India Ltd, be and are hereby approved. Resolved further that the salient features/terms and conditions of the aforesaid de-merger, amalgamation and re-organisation of capital, etc., as set out in the draft Scheme of Arrangement placed before the meeting, which, inter-alia, include the following: i. All assets and liabilities including Income Tax and all other statutory liabilities, if any, of respective Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd) (Demerged Business 1 & 2, respectively) of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (the Transferor Companies No. 1 & 2, respectively) will be transferred to and vest in Oasis Securities Pvt Ltd (the Resulting Company), on de-merger. ii. iii. All assets and liabilities including Income Tax and all other statutory liabilities, if any, of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (with residual business consisting of strategic investments in Bagrrys India Ltd) will be transferred to and vest in Bagrrys India Ltd (the Transferee Company), on amalgamation. All assets and liabilities including Income Tax and all other statutory liabilities, if any, of Investment Business of Bagrrys India Ltd (Demerged Business 3) will be transferred to and vest in Oasis Securities Pvt Ltd, on de-merger. 2

3 iv. All the employees of the Transferor Companies No. 1 & 2 and the Transferee Company, in relation to the Demerged Business-1, 2 & 3, respectively, in service on the Effective Date, if any, shall become the employees of the Resulting Company on and from such date without any break or interruption in service and upon terms and conditions not less favorable than those subsisting in the concerned Transferor Company or Transferee Company on the said date. v. All the employees of the Transferor Companies No. 1 & 2 (with respect to their Residual Business), in service on the Effective Date, if any, shall become the employees of the Transferee Company on and from such date without any break or interruption in service and upon terms and conditions not less favorable than those subsisting in the concerned Transferor Company on the said date. vi. vii. viii. ix. Appointed Date for De-merger of Demerged Business 1 & 2 of the Transferor Companies No. 1 & 2 into the Resulting Company; and Amalgamation of the Transferor Companies No. 1 & 2 (with residual business) with the Transferee Company (Appointed Date-1), will be 1 st April, 2017, or such other date as the Hon ble National Company Law Tribunal may approve. Appointed Date for De-merger of Demerged Business 3 of the Transferee Company into the Resulting Company (Appointed Date-2), will be 1 st May, 2017, or such other date as the Hon ble National Company Law Tribunal may approve. Share Exchange Ratio for the proposed De-merger of Demerged Business 1 & 2 of the Transferor Companies No. 1 & 2 into the Resulting Company will be: a. The Resulting Company will issue 1 (one) 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `12 (Rupees twelve) per share, credited as fully paid up, for every 1 (one) Equity Share of `10 each held in the Transferor Company No. 1. b. The Resulting Company will issue 1 (one) 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `14 (Rupees fourteen) per share, credited as fully paid up, for every 1 (one) Equity Share of `10 each held in the Transferor Company No. 2. Share Exchange Ratio for the proposed Amalgamation of the Transferor Companies No. 1 & 2 (with residual business) with the Transferee Company will be: a. The Transferee Company will issue 10,06,600 (ten lakh six thousand six hundred) Equity Shares of `10 each, credited as fully paid up, to the Shareholders of the Transferor Company No. 1 in proportion to their shareholding in the Transferor Company No. 1. b. The Transferee Company will issue 3,34,000 (three lakh thirty four thousand) Equity Shares of `10 each, credited as fully paid up, to the Shareholders of the Transferor Company No. 2 in proportion to their shareholding in the Transferor Company No. 2. x. Share Exchange Ratio for the proposed De-merger of Demerged Business 3 of the Transferee Company into the Resulting Company will be: a. The Resulting Company-Oasis Securities Pvt Ltd will issue 1 (one) 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of ` 247 (Rupees two hundred forty seven) per share, credited as fully paid up, for every 1 (one) Equity Share of `10 each held in the Transferee Company-Bagrrys India Ltd. b. Further, to give effect to the de-merger in its books of accounts, the Transferee Company-Bagrrys India Ltd will reduce, on a proportionate basis, its issued, subscribed and paid up equity share capital to 25% by extinguishing 75% of its issued, subscribed and paid up equity share capital. xi. Re-organisation of part Share Capital of Bagrrys India Ltd by cancelling the Equity Shares held by all non-promoter/outside shareholders and to issue 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `114 (one hundred fourteen) per share. be and are hereby approved in specific. Resolved further that subject to the approval of the Hon ble National Company Law Tribunal and other competent authorities, if any, the draft Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd, as placed in the meeting, be and is hereby approved. Resolved further that the Board of Directors of the Company be and is hereby authorized to agree to such conditions or modifications (including the Share Exchange Ratio and the Appointed Date) that may be imposed, required or suggested by the Hon ble National Company Law Tribunal or any other authorities or that may otherwise be deemed fit or proper by the Board and to do all other acts, deeds or things which may be ancillary or incidental to the above mentioned matter or which may otherwise be required for the aforesaid Scheme of Arrangement. Take Further Notice that in pursuance of the said order, a meeting of Shareholders of Bagrrys India Ltd will be held on Saturday, 24 th June, 2017, at a.m. at Hotel Royal Park, Baddi, Pinjore-Nalagarh Highway, NH 21-A, Bhud, Baddi , District Solan, Himachal Pradesh, when you are requested to attend. Take Further Notice that you may attend and vote at the said meeting in person or by proxy, provided that a proxy in the prescribed form, duly signed by you, is deposited at the registered office of the Company as mentioned above not later than 48 hours before the meeting. Facility of e-voting is also available to the Shareholders. Accordingly, Shareholders can vote through electronic means instead of voting in the Shareholders meeting. The Hon ble Tribunal has appointed Hon ble Mr Justice (Retired) R.S. Madan, as the Chairperson and failing him Mr Vaibhav Sahni, Advocate, as the Alternate Chairperson; and Mr Manish Aggarwal, Company Secretary in practice, as the Scrutinizer, of the aforesaid meeting. 3

4 A copy each of the Explanatory Statement [under sections 230 & 232 of the Companies Act, 2013 and the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016, and other applicable provisions, if any], the proposed Scheme of Arrangement, Form of Proxy, Attendance Slip, Instruction Slip for e-voting and other documents, if any, are enclosed. The proposed Scheme of Arrangement, if approved by the respective meetings, will be subject to the subsequent approval of the Hon ble National Company Law Tribunal. Dated this 6 th day of May, 2017 Through Notes: For and on behalf of the Board of Directors For Bagrrys India Ltd Sd/- Sushil Kumar Chetani Whole time Director DIN: Sd/- Rajeev K Goel, Advocate For Rajeev Goel & Associates Counsel for the Applicants 785, Pocket-E, Mayur Vihar II NH-24, Delhi Mobile: rajeev391@gmail.com 1. Only Shareholders of the Company may attend and vote (either in person or by proxy or by authorised representative as per Section 113 of the Companies Act, 2013) at the meeting of Shareholders. The authorised representative of a body corporate which is a Shareholders of the Applicant Company may attend and vote at the Shareholders meeting, provided a certified true copy of the resolution of the Board of Directors or other governing body of the body corporate is deposited at the registered office of the Company not later than 48 hours before the scheduled time of the commencement of the meeting authorising such representative to attend and vote at the meeting. 2. A Shareholders of the Company, entitled to attend and vote at the meeting, is entitled to appoint a proxy to attend and vote instead of himself and such proxy need not be a member/creditor of the Applicant Company. The Form of Proxy duly completed and signed should, however, be deposited at the Registered Office of the Company not later than 48 hours before the commencement of the Meeting. 3. All the alterations, made in the Proxy Form, must be initialed. 4. Facility of e-voting is also available to the Shareholders. Accordingly, Shareholders can vote through electronic means instead of voting at the Shareholders meeting. An instruction slip for e-voting is enclosed herewith. 5. All the persons attending the meeting are requested to hand over the enclosed Attendance Slip, duly signed, for admission to the meeting hall. 6. All the persons attending the meeting are advised to bring original photo identity proof for verification. 7. Notice of the meeting, Explanatory Statement, Proxy Form, Attendance Slip and other documents are also being placed on the website of the Transferee Company: Encl.: As above 4

5 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL CHANDIGARH BENCH, CHANDIGARH (ORIGINAL JURISDICTION) COMPANY APPLICATION NO. CA (CAA) NO. 6/Chd/HP OF 2017 IN THE MATTER OF THE COMPANIES ACT, 2013 (18 OF 2013) SECTIONS 230, 232 & 66 AND IN THE MATTER OF SCHEME OF ARRANGEMENT AND BAGRRYS FINANCE PVT LTD KANAK GLOBAL SECURITIES PVT LTD OASIS SECURITIES PVT LTD BAGRRYS INDIA LTD IN THE MATTER OF AND APPLICANT/ TRANSFEROR COMPANY NO. 1 APPLICANT/TRANSFEROR COMPANY NO. 2 APPLICANT/RESULTING COMPANY APPLICANT/TRANSFEREE COMPANY FORM OF PROXY I/We, the undersigned Shareholders of Bagrrys India Ltd, hereby appoint Mr/Ms of and failing him/her, Mr/Ms of as my/our proxy to act for me/us at the meeting of Shareholders of Bagrrys India Ltd to be held on Saturday, 24 th June, 2017, at a.m. at Hotel Royal Park, Baddi, Pinjore-Nalagarh Highway, NH 21-A, Bhud, Baddi , District Solan, Himachal Pradesh, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd, and at such meeting and at any adjournment thereof, to vote, for me/us and in my/our name the said Scheme either with or without modification as my/our Proxy may approve. # If you want to vote in favour of the Scheme put FOR and in case you intend to vote against the Scheme put AGAINST and in the latter case, strike out all the words after the words the said Scheme. Dated this day of, 2017 Name: Address: Affix Re Revenue Stamp Notes: 1. Please affix revenue stamp and sign across the stamp. 2. The Proxy must be deposited at the registered office of the Company not later than 48 hours before the time fixed for convening the meeting. 3. All the alterations, made in the Proxy Form, must be initialed. 4. Proxy need not be a member/creditor of the Applicant Company. 5

6 6

7 Bagrrys India Ltd [CIN: U HP 1986 PLC ] Registered Office: Plot No. 28 and 41, HIMUDA Industrial Area, Bhatoli Kalan, Baddi , District Solan, Himachal Pradesh ID: sushilchetani@bagrrys.com Web-site: ATTENDANCE SLIP Ref. No. Name of Shareholder Name of Proxy/ Authorized Rep., if any I hereby record my presence at the meeting of the Shareholders of Bagrrys India Ltd being held on Saturday, 24 th June, 2017, at a.m. at Hotel Royal Park, Baddi, Pinjore-Nalagarh Highway, NH 21-A, Bhud, Baddi , District Solan, Himachal Pradesh, under the supervision of the National Company Law Tribunal, Chandigarh Bench for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd and other connected matters, if any. Signature 7

8

9 Bagrrys India Limited [CIN: U HP 1986 PLC ] Registered Office: Plot No. 28 and 41, HIMUDA Industrial Area, Bhatoli Kalan, Baddi , District Solan, Himachal Pradesh, Telephone No ID: sushilchetani@bagrrys.com, Web-site: Dear Shareholder(s) INSTRUCTIONS REGARDING VOTING THROUGH ELECTRONIC MEANS As mentioned in the notice of the meeting of the Shareholders of Bagrrys India Limited ( the Company ), scheduled to be held on Saturday, the 24 th day of June, 2017 at 11:30 a.m., under the supervision of Hon ble National Company Law Tribunal, Chandigarh Bench, Chandigarh to consider and if thought fit to approve, with or without modifications the Scheme of Arrangement of Bagrrys Finance Private Limited, Kanak Global Securities Private Limited, Oasis Securities Private Limited and Bagrrys India Limited, the Company is also extending the facility for voting through electronic means to all the eligible shareholders. The Company has engaged the services of Central Depository Services (India) Limited (CDSL) as the agency to provide e-voting facilities. The e-voting instructions are provided separately in the instruction slip for easy understanding of the shareholders. The remote e-voting period begins on Tuesday, the 20 th day of June, 2017 at 09:00 a.m. and ends on Friday, 23 th day of June, 2016 at 05:00 p.m. Members may cast their votes accordingly. The remote e-voting shall not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled by CDSL upon expiry of aforesaid period. A shareholder whose name is recorded in the Register of Members as maintained by the Registrar and Share Transfer Agent or in the register of Beneficial Owners maintained by the Depositories as on the cut-off date only shall be entitled to vote through remote e-voting facility as well as in the Meeting. Any person, who acquires shares of the Company and becomes Member of the Company after dispatch of the Notice of meeting and holding shares as on the cut-off date i.e. Saturday, the 17 th day of June, 2017 can also view the Notice of the meeting on the Company s website and receive on request, a copy of Notice of the Shareholders meeting from the Registered Office of the Company. Such members may also cast their vote through remote e-voting by following the procedure of generating respective sequence numbers, along with the login ID and Password as provided in the instruction slip of the meeting. Please note that the facility for voting through ballot / polling paper shall also be made available at the meeting and the members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their vote at the meeting, also the members who have cast their vote by remote e-voting prior to the meeting may attend the meeting but shall not be entitled to cast their vote again. If such shareholder, attending the meeting cast the vote again, his vote shall be considered as invalid and the vote cast earlier by him through the electronic means shall be considered as final and valid. The cut-off date for the purpose of remote e-voting is Saturday, the 17 th day of June, 2017.Consequently, the same cut-off date of Saturday, the 17 th day of June, 2017 would record entitlement of the shareholders, who do not cast their vote electronically, to cast their vote at the meeting. This Communication forms an integral part of the Notice of Shareholders meeting dated Saturday, the 6th day of May, Place: New Delhi Date: For Bagrrys India Limited Sd/- Sushil Kumar Chetani Whole- time Director DIN: Address: RZ-B-96B, Raj Nagar-I, Palam Colony, New Delhi

10 INSTRUCTIONS FOR E-VOTING BY THE SHAREHOLDERS The instructions for shareholders voting electronically are as under: (i) The voting period begins on Tuesday, 20 th day of June, 2017 at 09:00 a.m. and ends on Friday, the 23 rd day of June, 2017 at 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 i.e. Saturday, the17 th day of June, 2017may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. (ii) The shareholders should log on to the e-voting website (iii) Click on Shareholders. (iv) 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. (v) Next enter the Image Verification as displayed and Click on Login. (vi) If you are holding shares in demat form and had logged on to and voted on an earlier voting of any company, then your existing password is to be used. (vii) 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 in the PAN field. In case 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. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA in the PAN field. (viii) After entering these details appropriately, click on SUBMIT tab. (ix) 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 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.

11 (x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. (xi) Click on the EVSN for the relevant Bagrrys India Limited on which you choose to vote. (xii) 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. (xiii) Click on the RESOLUTIONS FILE LINK if you wish to view the entire Resolution details. (xiv) 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. (xv) Once you CONFIRM your vote on the resolution, you will not be allowed to modify your vote. (xvi) You can also take a print of the votes cast by clicking on Click here to print option on the Voting page. (xvii) If a demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system. (xviii) Shareholders can also cast their vote using CDSL s mobile app m-voting available for android based mobiles. The m-voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile. (xix) Note for Non Individual Shareholders and Custodians Non-Individual shareholders (i.e. other than Individuals) and Custodian are required to log on to and register themselves as Corporates. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be ed 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 accounts linked in 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 / or 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. (xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ( FAQs ) and e-voting manual available at under help section or write an to helpdesk.evoting@cdslindia.com.

12 Bagrrys India Ltd [CIN: U HP 1986 PLC ] Registered Office: Plot No. 28 and 41, HIMUDA Industrial Area, Bhatoli Kalan, Baddi , District Solan, Himachal Pradesh Phone No ID: sushilchetani@bagrrys.com Web-site: Meeting of Secured Creditors of Bagrrys India Ltd scheduled to be convened under the supervision of the Hon ble NCLT Day Saturday Date 24 th June, 2017 Time Venue 1.00 P.M. Hotel Royal Park, Baddi, Pinjore-Nalagarh Highway, NH 21-A, Bhud, Baddi , District Solan, Himachal Pradesh List of Documents Sl. No. Contents 1 Notice of Meeting of Secured Creditors of Bagrrys India Ltd 2 Proxy Form 3 Attendance Slip 4 Explanatory Statement under sections 230 & 232 of the Companies Act, 2013 and the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016, and other applicable provisions, if any 5 Copy of the Report on Valuation of Shares & Share Exchange Ratio of M/s Khandelia & Sharma, Chartered Accountants 6 A copy each of the un-audited Financial Statements (provisional) of the Transferor Companies No. 1 & 2, the Resulting Company and the Transferee Company for 9 months period ended 31 st December, Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd, under sections 230, 232 & 66 of the Companies Act, 2013 Through Place: New Delhi Date: 6 th May, 2017 Sd/- Rajeev K Goel, Advocate For Rajeev Goel & Associates Counsel for the Applicants 785, Pocket-E, Mayur Vihar II NH-24, Delhi Mobile: rajeev391@gmail.com 1

13 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL CHANDIGARH BENCH, CHANDIGARH (ORIGINAL JURISDICTION) COMPANY APPLICATION NO. CA (CAA) NO. 6/Chd/HP OF 2017 IN THE MATTER OF THE COMPANIES ACT, 2013 (18 OF 2013) SECTIONS 230, 232 & 66 AND IN THE MATTER OF SCHEME OF ARRANGEMENT AND IN THE MATTER OF BAGRRYS FINANCE PVT LTD KANAK GLOBAL SECURITIES PVT LTD OASIS SECURITIES PVT LTD BAGRRYS INDIA LTD AND APPLICANT/ TRANSFEROR COMPANY NO. 1 APPLICANT/TRANSFEROR COMPANY NO. 2 APPLICANT/RESULTING COMPANY APPLICANT/TRANSFEREE COMPANY To The Secured Creditors of Bagrrys India Ltd NOTICE CONVENING MEETING Take Notice that by the Order dated 28 th April, 2017, the Hon ble National Company Law Tribunal, Chandigarh Bench has, inter alia, directed for convening of a meeting of Secured Creditors of Bagrrys India Ltd for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd. In the said meeting the following Special Business will be transacted: To consider and, if thought fit, to pass, with or without modification(s), the following resolution with specific majority as provided under sections 230 & 232 of the Companies Act, 2013, and other applicable provisions, if any: Resolved that pursuant to the provisions of sections 230, 232 & 66 of the Companies Act, 2013, the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016, the National Company Law Tribunal Rules, 2016, and other applicable provisions, if any, and subject to the approval of the Hon ble National Company Law Tribunal and other competent authorities, if any, the proposed (a) De-merger of Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd) of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd into Oasis Securities Pvt Ltd; (b) Amalgamation of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (with residual business consisting of strategic investments in Bagrrys India Ltd) with Bagrrys India Ltd; (c) De-merger of Investment Business of Bagrrys India Ltd into Oasis Securities Pvt Ltd; and (d) Re-organisation of Share Capital of Bagrrys India Ltd, be and are hereby approved. Resolved further that the salient features/terms and conditions of the aforesaid de-merger, amalgamation and re-organisation of capital, etc., as set out in the draft Scheme of Arrangement placed before the meeting, which, inter-alia, include the following: i. All assets and liabilities including Income Tax and all other statutory liabilities, if any, of respective Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd) (Demerged Business 1 & 2, respectively) of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (the Transferor Companies No. 1 & 2, respectively) will be transferred to and vest in Oasis Securities Pvt Ltd (the Resulting Company), on de-merger. 2

14 ii. iii. iv. All assets and liabilities including Income Tax and all other statutory liabilities, if any, of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (with residual business consisting of strategic investments in Bagrrys India Ltd) will be transferred to and vest in Bagrrys India Ltd (the Transferee Company), on amalgamation. All assets and liabilities including Income Tax and all other statutory liabilities, if any, of Investment Business of Bagrrys India Ltd (Demerged Business 3) will be transferred to and vest in Oasis Securities Pvt Ltd, on de-merger. All the employees of the Transferor Companies No. 1 & 2 and the Transferee Company, in relation to the Demerged Business-1, 2 & 3, respectively, in service on the Effective Date, if any, shall become the employees of the Resulting Company on and from such date without any break or interruption in service and upon terms and conditions not less favorable than those subsisting in the concerned Transferor Company or Transferee Company on the said date. v. All the employees of the Transferor Companies No. 1 & 2 (with respect to their Residual Business), in service on the Effective Date, if any, shall become the employees of the Transferee Company on and from such date without any break or interruption in service and upon terms and conditions not less favorable than those subsisting in the concerned Transferor Company on the said date. vi. vii. viii. ix. Appointed Date for De-merger of Demerged Business 1 & 2 of the Transferor Companies No. 1 & 2 into the Resulting Company; and Amalgamation of the Transferor Companies No. 1 & 2 (with residual business) with the Transferee Company (Appointed Date-1), will be 1 st April, 2017, or such other date as the Hon ble National Company Law Tribunal may approve. Appointed Date for De-merger of Demerged Business 3 of the Transferee Company into the Resulting Company (Appointed Date-2), will be 1 st May, 2017, or such other date as the Hon ble National Company Law Tribunal may approve. Share Exchange Ratio for the proposed De-merger of Demerged Business 1 & 2 of the Transferor Companies No. 1 & 2 into the Resulting Company will be: a. The Resulting Company will issue 1 (one) 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `12 (Rupees twelve) per share, credited as fully paid up, for every 1 (one) Equity Share of `10 each held in the Transferor Company No. 1. b. The Resulting Company will issue 1 (one) 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `14 (Rupees fourteen) per share, credited as fully paid up, for every 1 (one) Equity Share of `10 each held in the Transferor Company No. 2. Share Exchange Ratio for the proposed Amalgamation of the Transferor Companies No. 1 & 2 (with residual business) with the Transferee Company will be: a. The Transferee Company will issue 10,06,600 (ten lakh six thousand six hundred) Equity Shares of `10 each, credited as fully paid up, to the Shareholders of the Transferor Company No. 1 in proportion to their shareholding in the Transferor Company No. 1. b. The Transferee Company will issue 3,34,000 (three lakh thirty four thousand) Equity Shares of `10 each, credited as fully paid up, to the Shareholders of the Transferor Company No. 2 in proportion to their shareholding in the Transferor Company No. 2. x. Share Exchange Ratio for the proposed De-merger of Demerged Business 3 of the Transferee Company into the Resulting Company will be: xi. a. The Resulting Company-Oasis Securities Pvt Ltd will issue 1 (one) 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `247 (Rupees two hundred forty seven) per share, credited as fully paid up, for every 1 (one) Equity Share of `10 each held in the Transferee Company-Bagrrys India Ltd. b. Further, to give effect to the de-merger in its books of accounts, the Transferee Company-Bagrrys India Ltd will reduce, on a proportionate basis, its issued, subscribed and paid up equity share capital to 25% by extinguishing 75% of its issued, subscribed and paid up equity share capital. Re-organisation of part Share Capital of Bagrrys India Ltd by cancelling the Equity Shares held by all non-promoter/outside shareholders and to issue 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `114 (one hundred fourteen) per share. be and are hereby approved in specific. Resolved further that subject to the approval of the Hon ble National Company Law Tribunal and other competent authorities, if any, the draft Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd, as placed in the meeting, be and is hereby approved. Resolved further that the Board of Directors of the Company be and is hereby authorized to agree to such conditions or modifications (including the Share Exchange Ratio and the Appointed Date) that may be imposed, required or suggested by the Hon ble National Company Law Tribunal or any other authorities or that may otherwise be deemed fit or 3

15 proper by the Board and to do all other acts, deeds or things which may be ancillary or incidental to the above mentioned matter or which may otherwise be required for the aforesaid Scheme of Arrangement. Take Further Notice that in pursuance of the said order, a meeting of the Secured Creditors of Bagrrys India Ltd will be held on Saturday, 24 th June, 2017, at 1.00 p.m. at Hotel Royal Park, Baddi, Pinjore-Nalagarh Highway, NH 21-A, Bhud, Baddi , District Solan, Himachal Pradesh, when you are requested to attend. Take Further Notice that you may attend and vote at the said meeting in person or by proxy, provided that a proxy in the prescribed form, duly signed by you, is deposited at the registered office of the Company as mentioned above not later than 48 hours before the meeting. The Hon ble Tribunal has appointed Hon ble Mr Justice (Retired) R.S. Madan, as the Chairperson and failing him Mr Vaibhav Sahni, Advocate, as the Alternate Chairperson; and Mr Manish Aggarwal, Company Secretary in practice, as the Scrutinizer, of the aforesaid meeting. A copy each of the Explanatory Statement [under sections 230 & 232 of the Companies Act, 2013 and the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016, and other applicable provisions, if any], the proposed Scheme of Arrangement, Form of Proxy and Attendance Slip, and other documents, if any, are enclosed. The proposed Scheme of Arrangement, if approved by the respective meetings, will be subject to the subsequent approval of the Hon ble National Company Law Tribunal. Dated this 6 th day of May, 2017 For and on behalf of the Board of Directors For Bagrrys India Ltd Through Sd/- Sushil Kumar Chetani Whole time Director DIN: Sd/- Rajeev K Goel, Advocate For Rajeev Goel & Associates Counsel for the Applicants 785, Pocket-E, Mayur Vihar II NH-24, Delhi Mobile: rajeev391@gmail.com Notes: 1. Only Secured Creditors of the Company may attend and vote (either in person or by proxy or by authorised representative as per Section 113 of the Companies Act, 2013) at the meeting of Secured Creditors. The authorised representative of a body corporate which is a Secured Creditor of the Applicant Company may attend and vote at the Secured Creditors meeting, provided a certified true copy of the resolution of the Board of Directors or other governing body of the body corporate is deposited at the registered office of the Company not later than 48 hours before the scheduled time of the commencement of the meeting authorising such representative to attend and vote at the meeting. 2. A Secured Creditor of the Company, entitled to attend and vote at the meeting, is entitled to appoint a proxy to attend and vote instead of himself and such proxy need not be a member/creditor of the Applicant Company. The Form of Proxy duly completed and signed should, however, be deposited at the Registered Office of the Company not later than 48 hours before the commencement of the Meeting. 3. All the alterations, made in the Proxy Form, must be initialed. 4. All the persons attending the meeting are requested to hand over the enclosed Attendance Slip, duly signed, for admission to the meeting hall. 5. All the persons attending the meeting are advised to bring original photo identity proof for verification. 6. Notice of the meeting, Explanatory Statement, Proxy Form, Attendance Slip and other documents are also being placed on the website of the Transferee Company: Encl.: As above 4

16 BAGRRYS FINANCE PVT LTD KANAK GLOBAL SECURITIES PVT LTD OASIS SECURITIES PVT LTD BAGRRYS INDIA LTD BEFORE THE NATIONAL COMPANY LAW TRIBUNAL CHANDIGARH BENCH, CHANDIGARH (ORIGINAL JURISDICTION) COMPANY APPLICATION NO. CA (CAA) NO. 6/Chd/HP OF 2017 IN THE MATTER OF THE COMPANIES ACT, 2013 (18 OF 2013) SECTIONS 230, 232 & 66 AND IN THE MATTER OF SCHEME OF ARRANGEMENT AND IN THE MATTER OF AND FORM OF PROXY APPLICANT/ TRANSFEROR COMPANY NO. 1 APPLICANT/TRANSFEROR COMPANY NO. 2 APPLICANT/RESULTING COMPANY APPLICANT/TRANSFEREE COMPANY I/We, the undersigned Secured Creditors of Bagrrys India Ltd, hereby appoint Mr/Ms of and failing him/her, Mr/Ms of as my/our proxy to act for me/us at the meeting of the Secured Creditors of Bagrrys India Ltd to be held on Saturday, 24 th June, 2017, at 1.00 p.m. at Hotel Royal Park, Baddi, Pinjore-Nalagarh Highway, NH 21-A, Bhud, Baddi , District Solan, Himachal Pradesh, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd, and at such meeting and at any adjournment thereof, to vote, for me/us and in my/our name the said Scheme either with or without modification as my/our Proxy may approve. # If you want to vote in favour of the Scheme put FOR and in case you intend to vote against the Scheme put AGAINST and in the latter case, strike out all the words after the words the said Scheme Dated this day of, 2017 Name: Address: Affix Re Revenue Stamp Notes: 1. Please affix revenue stamp and sign across the stamp. Signature(s) across the Stamp 2. The Proxy must be deposited at the registered office of the Company not later than 48 hours before the time fixed for convening the meeting. 3. All the alterations, made in the Proxy Form, must be initialed. 4. Proxy need not be a member/creditor of the Applicant Company. 5

17 6

18 Bagrrys India Ltd [CIN: U HP 1986 PLC ] Registered Office: Plot No. 28 and 41, HIMUDA Industrial Area, Bhatoli Kalan, Baddi , District Solan, Himachal Pradesh ID: sushilchetani@bagrrys.com Web-site: ATTENDANCE SLIP Ref. No. Name of Secured Creditor Name of Proxy/ Authorized Rep., if any I hereby record my presence at the meeting of the Secured Creditors of Bagrrys India Ltd being held on Saturday, 24 th June, 2017, at 1.00 p.m. at Hotel Royal Park, Baddi, Pinjore-Nalagarh Highway, NH 21-A, Bhud, Baddi , District Solan, Himachal Pradesh, under the supervision of the National Company Law Tribunal, Chandigarh Bench for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd and other connected matters, if any. Signature 7

19

20 Bagrrys India Ltd [CIN: U HP 1986 PLC ] Registered Office: Plot No. 28 and 41, HIMUDA Industrial Area, Bhatoli Kalan, Baddi , District Solan, Himachal Pradesh Phone No ID: sushilchetani@bagrrys.com Web-site: Day Meeting of Un-secured Creditors of Bagrrys India Ltd scheduled to be convened under the supervision of the Hon ble NCLT Saturday Date 24 th June, 2017 Time Venue 3.00 P.M. Hotel Royal Park, Baddi, Pinjore-Nalagarh Highway, NH 21-A, Bhud, Baddi , District Solan, Himachal Pradesh List of Documents Sl. No. Contents 1 Notice of Meeting of Un-secured Creditors of Bagrrys India Ltd 2 Proxy Form 3 Attendance Slip 4 Explanatory Statement under sections 230 & 232 of the Companies Act, 2013 and the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016, and other applicable provisions, if any 5 Copy of the Report on Valuation of Shares & Share Exchange Ratio of M/s Khandelia & Sharma, Chartered Accountants 6 7 A copy each of the un-audited Financial Statements (provisional) of the Transferor Companies No. 1 & 2, the Resulting Company and the Transferee Company for 9 months period ended 31 st December, 2016 Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd,under sections 230, 232 & 66 of the Companies Act, 2013 Through Place: New Delhi Date: 6 th May, 2017 Sd/- Rajeev K Goel, Advocate For Rajeev Goel & Associates Counsel for the Applicants 785, Pocket-E, Mayur Vihar II NH-24, Delhi Mobile: rajeev391@gmail.com 1

21 BEFORE THE NATIONAL COMPANY LAW TRIBUNAL CHANDIGARH BENCH, CHANDIGARH (ORIGINAL JURISDICTION) COMPANY APPLICATION NO. CA (CAA) NO. 6/Chd/HP OF 2017 IN THE MATTER OF THE COMPANIES ACT, 2013 (18 OF 2013) SECTIONS 230, 232 & 66 AND IN THE MATTER OF SCHEME OF ARRANGEMENT AND IN THE MATTER OF BAGRRYS FINANCE PVT LTD KANAK GLOBAL SECURITIES PVT LTD OASIS SECURITIES PVT LTD APPLICANT/ TRANSFEROR COMPANY NO. 1 APPLICANT/TRANSFEROR COMPANY NO. 2 APPLICANT/RESULTING COMPANY AND BAGRRYS INDIA LTD APPLICANT/TRANSFEREE COMPANY To The Un-secured Creditors of Bagrrys India Ltd NOTICE CONVENING MEETING Take Notice that by the Order dated 28 th April, 2017, the Hon ble National Company Law Tribunal, Chandigarh Bench has, inter alia, directed for convening of a meeting of un-secured Creditors of Bagrrys India Ltd for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd. In the said meeting the following Special Business will be transacted: To consider and, if thought fit, to pass, with or without modification(s), the following resolution with specific majority as provided under sections 230 & 232 of the Companies Act, 2013, and other applicable provisions, if any: Resolved that pursuant to the provisions of sections 230, 232 & 66 of the Companies Act, 2013, the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016, the National Company Law Tribunal Rules, 2016, and other applicable provisions, if any, and subject to the approval of the Hon ble National Company Law Tribunal and other competent authorities, if any, the proposed (a) De-merger of Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd) of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd into Oasis Securities Pvt Ltd; (b) Amalgamation of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (with residual business consisting of strategic investments in Bagrrys India Ltd) with Bagrrys India Ltd; (c) De-merger of Investment Business of Bagrrys India Ltd into Oasis Securities Pvt Ltd; and (d) Re-organisation of Share Capital of Bagrrys India Ltd, be and are hereby approved. Resolved further that the salient features/terms and conditions of the aforesaid de-merger, amalgamation and re-organisation of capital, etc., as set out in the draft Scheme of Arrangement placed before the meeting, which, inter-alia, include the following: All assets and liabilities including Income Tax and all other statutory liabilities, if any, of respective Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd) (Demerged Business 1 & 2, respectively) of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (the Transferor Companies No. 1 & 2, respectively) will be transferred to and vest in Oasis Securities Pvt Ltd (the Resulting Company), on de-merger. i. All assets and liabilities including Income Tax and all other statutory liabilities, if any, of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (with residual business consisting of strategic investments in Bagrrys India Ltd) will be transferred to and vest in Bagrrys India Ltd (the Transferee Company), on amalgamation. ii. All assets and liabilities including Income Tax and all other statutory liabilities, if any, of Investment Business of Bagrrys India Ltd (Demerged Business 3) will be transferred to and vest in Oasis Securities Pvt Ltd, on de-merger. 2

22 iii. iv. All the employees of the Transferor Companies No. 1 & 2 and the Transferee Company, in relation to the Demerged Business-1, 2 & 3, respectively, in service on the Effective Date, if any, shall become the employees of the Resulting Company on and from such date without any break or interruption in service and upon terms and conditions not less favorable than those subsisting in the concerned Transferor Company or Transferee Company on the said date. All the employees of the Transferor Companies No. 1 & 2 (with respect to their Residual Business), in service on the Effective Date, if any, shall become the employees of the Transferee Company on and from such date without any break or interruption in service and upon terms and conditions not less favorable than those subsisting in the concerned Transferor Company on the said date. v. Appointed Date for De-merger of Demerged Business 1 & 2 of the Transferor Companies No. 1 & 2 into the Resulting Company; and Amalgamation of the Transferor Companies No. 1 & 2 (with residual business) with the Transferee Company (Appointed Date-1), will be 1 st April, 2017, or such other date as the Hon ble National Company Law Tribunal may approve. vi. vii. viii. ix. Appointed Date for De-merger of Demerged Business 3 of the Transferee Company into the Resulting Company (Appointed Date-2), will be 1 st May, 2017, or such other date as the Hon ble National Company Law Tribunal may approve. Share Exchange Ratio for the proposed De-merger of Demerged Business 1 & 2 of the Transferor Companies No. 1 & 2 into the Resulting Company will be: a. The Resulting Company will issue 1 (one) 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `12 (Rupees twelve) per share, credited as fully paid up, for every 1 (one) Equity Share of `10 each held in the Transferor Company No. 1. b. The Resulting Company will issue 1 (one) 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `14 (Rupees fourteen) per share, credited as fully paid up, for every 1 (one) Equity Share of `10 each held in the Transferor Company No. 2. Share Exchange Ratio for the proposed Amalgamation of the Transferor Companies No. 1 & 2 (with residual business) with the Transferee Company will be: a. The Transferee Company will issue 10,06,600 (ten lakh six thousand six hundred) Equity Shares of `10 each, credited as fully paid up, to the Shareholders of the Transferor Company No. 1 in proportion to their shareholding in the Transferor Company No. 1. b. The Transferee Company will issue 3,34,000 (three lakh thirty four thousand) Equity Shares of `10 each, credited as fully paid up, to the Shareholders of the Transferor Company No. 2 in proportion to their shareholding in the Transferor Company No. 2. Share Exchange Ratio for the proposed De-merger of Demerged Business 3 of the Transferee Company into the Resulting Company will be: a. The Resulting Company-Oasis Securities Pvt Ltd will issue 1 (one) 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `247 (Rupees two hundred forty seven) per share, credited as fully paid up, for every 1 (one) Equity Share of `10 each held in the Transferee Company-Bagrrys India Ltd. b. Further, to give effect to the de-merger in its books of accounts, the Transferee Company-Bagrrys India Ltd will reduce, on a proportionate basis, its issued, subscribed and paid up equity share capital to 25% by extinguishing 75% of its issued, subscribed and paid up equity share capital. x. Re-organisation of part Share Capital of Bagrrys India Ltd by cancelling the Equity Shares held by all non-promoter/outside shareholders and to issue 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `114 (one hundred fourteen) per share. be and are hereby approved in specific. Resolved further that subject to the approval of the Hon ble National Company Law Tribunal and other competent authorities, if any, the draft Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd, as placed in the meeting, be and is hereby approved. Resolved further that the Board of Directors of the Company be and is hereby authorized to agree to such conditions or modifications (including the Share Exchange Ratio and the Appointed Date) that may be imposed, required or suggested by the Hon ble National Company Law Tribunal or any other authorities or that may otherwise be deemed fit or proper by the Board and to do all other acts, deeds or things which may be ancillary or incidental to the above mentioned matter or which may otherwise be required for the aforesaid Scheme of Arrangement. Take Further Notice that in pursuance of the said order, a meeting of Un-secured Creditors of Bagrrys India Ltd will be held on Saturday, 24 th June, 2017, at 3.00 p.m. at Hotel Royal Park, Baddi, Pinjore-Nalagarh Highway, NH 21-A, Bhud, Baddi , District Solan, Himachal Pradesh, when you are requested to attend. Take Further Notice that you may attend and vote at the said meeting in person or by proxy, provided that a proxy in the prescribed form, duly signed by you, is deposited at the registered office of the Company as mentioned above not later than 48 hours before the meeting. The Hon ble Tribunal has appointed Hon ble Mr Justice (Retired) R.S. Madan, as the Chairperson and failing him Mr Vaibhav Sahni, Advocate, as the Alternate Chairperson; and Mr Manish Aggarwal, Company Secretary in practice, as the Scrutinizer, of the aforesaid meeting. 3