NOTICE UNSECURED CREDITORS KIMIA BIOSCIENCES LIMITED Registered Office : Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana 122102 Tel. no. : 0124-2979015 CIN : U24233HR2007PLC069240 Website : www.kimiabiosciences.com E-mail : info@kimiabiosciences.com MEETING OF THE UNSECURED CREDITORS OF KIMIA BIOSCIENCES LIMITED (Convened pursuant to Order dated September 26, 2017 passed by the Hon ble National Company Law Tribunal, Bench at Chandigarh) MEETING Day : Sunday Date : 26 th November, 2017 Time : 11.00 A.M Venue : Village Bhondsi, Tehsil Sohna, Gurgoan, Haryana -122102.
KIMIA BIOSCIENCES LIMITED CIN: U24233HR2007PLC069240 Regd. Office: Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana 122102 Tel No: 0124-2979015; Fax: 011-47063601; e-mail: info@kimiabiosciences.com Website: www.kimiabiosciences.com INDEX NOTICE OF THE NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING OF THE UNSECURED CREDITORS OF THE COMPANY Sr. No. Contents Page No. 1. Notice of the Tribunal convened meeting of the Unsecured Creditors of Kimia Biosciences Limited under the provisions of Sections 230 to 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 2. Explanatory Statement under Sections 102 read with Sections 230(3), 232(1) and (2) and of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 3. Annexure 1 Scheme of Arrangement for Amalgamation of Kimia Biosciences Limited (Transferor Company) with Laurel Organics Limited (Transferee Company) under section 230-232 of the Companies Act, 2013. 4. Annexure 2 Valuation Report (including summery of valuation report) dated 02 nd August, 2016 issued by AARA &Company, Chartered Accountants 5. Annexure 3 Fairness Opinion on the Valuation Report dated 2 nd August, 2016 issued by SEBI Registered Category-I Merchant Banker, Corporate Professionals Capital Private Limited 6. Annexure 4 The Observation Letters dated 23 rd January, 2017 issued by BSE Limited ( BSE ) to Laurel Organics Limited. 7. Annexure 5 Complaints Report dated 21 st October, 2016, submitted by Laurel Organics Limited to BSE Limited (BSE). 8. Annexure 6 Report adopted by the Board of Directors of Laurel Organics Limited (Transferee Company) in its meeting held on August 23, 2017 pursuant to the provisions of Section 232(2) (c) of the Companies Act, 2013. 9. Annexure 7 Report adopted by the Board of Directors of Kimia Biosciences Limited (Transferor Company) in its meeting held on August 23, 2017 pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013. 10. Annexure 8 Audited Financial Statement of Laurel Organics Limited (Transferee Company) for the financial Year ended 31 st March, 2017. 11. Annexure 9 Audited Financial Statement of Kimia Biosciences Limited (Transferor Company) for the financial Year ended 31 st March, 2017. 12. Annexure 10 Provisional Balance sheet in the form Supplementary Accounting Statement of Laurel Organics Limited (Transferee Company) for the period ended 30 th June, 4-8 9-50 51-67 67-83 84-93 94-96 97-98 99-100 101-102 103-122 123-145 146-147
2017. 13. Annexure 11 148-149 Provisional Balance sheet in the form Supplementary Accounting Statement of Laurel Organics Limited of Kimia Biosciences Limited (Transferor Company) for the period ended 30 th June, 2017. 14. Annexure 12 150-154 List of Secured Creditors and Unsecured Creditors of Laurel Organics Limited (Transferee Company) as on 30 th June, 2017. 15. Annexure 13 155-160 List of Secured Creditors and Unsecured Creditors of Kimia Biosciences Limited (Transferor Company) as on 30 th June, 2017. 16. Proxy Form 161-162 17. Ballot Paper 163-164 18. Attendance Slip 165-166 19. Route map of the venue of the Meeting 167
IN THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT CHANDIGARH, COMPANY APPLICATION CA(CAA) No. 15/Chd/Hry/2017 IN THE MATTER OF: SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013 AND IN THE MATTER OF: KIMIA BIOSCIENCES LIMITED HAVING ITS REGISTERED OFFICE AT VILLAGE BHONDSI, TEHSIL SOHNA, GURGAON, HARYANA 122102 AND LAUREL ORGANICS LIMITED HAVING ITS REGISTERED OFFICE AT VILLAGE BHONDSI, TEHSIL SOHNA, GURGAON, HARYANA 122102 TRANSFEROR COMPANY (APPLICANT COMPANY-1) TRANSFEREE COMPANY (APPLICANT COMPANY-2) NOTICE CONVENING THE MEETING OF THE UNSECURED CREDITORS OF THE TRANSFEROR COMPANY AS PER THE DIRECTIONS OF HON BLE NATIONAL COMPANY LAW TRIBUNAL To, All the Unsecured Creditors of Kimia Biosciences Limited (the Transferor Company ): NOTICE is hereby given that by an Order dated 26 th September, 2017 issued on 11 th October, 2017 (the Order ), the Hon ble National Company Law Tribunal, Bench at Chandigarh ( NCLT ) has directed a meeting to be held of the Unsecured Creditors of the Transferor Company for the purpose of considering, and if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Arrangement between Kimia Biosciences Limited (Transferor Company) and Laurel Organics Limited (Transferee Company) and their respective shareholders and creditors ( Scheme ).In pursuance of the said Order and as directed therein further notice is hereby given that a meeting of the secured creditors of
the Transferor Company will be held at Village Bhondsi, Tehsil -Sohna,Gurgoan, Haryana -122102 on Sunday, 26 th November, 2017 at 11.00 AM at which time and place you are requested to attend. At the meeting, the following resolution will be considered and if thought fit, bepassed, with or without modification(s): RESOLVED THAT pursuant to the provisions of Sections 230-232 and other applicable provisions of the Companies Act, 2013, the rules, circulars and notifications made thereunder (including any statutory modification or re-enactment thereof) as may be applicable and subject to the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon ble National Company Law Tribunal, Bench at Chandigarh ( NCLT ) or its appellate authority(ies)/ Court(s) and subject to such other approval(s), permission(s) and sanction(s) of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by NCLT or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the Board, which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), the arrangement embodied in the Scheme of Arrangement for Amalgamation of Kimia Biosciences Limited (hereinafter referred as Transferor Company) with Laurel Organics Limited (hereinafter referred as Transferee Company) and their respective shareholders and creditors ( Scheme ) placed before this meeting and initialed by the Chairman of the meeting for the purpose of identification, be and is hereby approved. RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the NCLT while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper. TAKE FURTHER NOTICE that you may attend and vote at the said meeting in person or by proxy provided that a proxy in the prescribed form, duly signed by you or your authorized representative, is deposited at the registered office of the Transferor Company at Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana 122102, not later than 48 (forty eight) hours before thetime fixed for the aforesaid meeting. The form of proxy can be obtained free of charge from the registered office of the Transferor Company.
Copies of the Scheme and of the Explanatory Statement, under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, along with the enclosures as indicated in the Index, can be obtained free of charge at the registered office of the Transferor Company at Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana 122102, India. NCLT has appointed undersigned as Chairperson, Mr. Anmol Pratap Singh Mann, Advocate as alternate chairperson and Mr. Vikas Garg, Company Secretary as the scrutinizer of the said meeting of unsecured creditors of the Transferor Company. The Scheme, if approved in the aforesaid meeting, will be subject to the subsequent approval of Hon ble NCLT. A copy of the Explanatory Statement, under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the Scheme and the other enclosures as indicated in the Index are enclosed. Dated: 24 th day of October, 2017 Place:Gurgaon Sd/- Mr. Justice (Retd.) A.N Jindal, Chairman for the Tribunal Convened Meeting of Unsecured Creditors of Kimia Biosciences Limited Sd/- SAMEER GOEL DIRECTOR Authorized Representative of Kimia Biosciences Limited As per directions of NCLT for Convened Meeting of Unsecured Creditors of Kimia Biosciences Limited Notes: 1. Only unsecured creditors of the Transferor Company as on Cut-off date i.e. 30 th June, 2017 may attend and vote either in person or by proxy (a proxy need not be an unsecured creditor of the Transferor Company) or in the case of a body corporate or Foreign Institutional Investors ( FII ), by a representative authorized under Section 113 of the Companies Act, 2013 at the meeting of the unsecured creditors of the Transferor Company. The authorized representative of a body corporate / FII which is a unsecured creditor of the Transferee Company may attend and vote at
the meeting of the unsecured creditors of the Transferor Company provided a copy of the resolution of the Board of Directors or other governing body of the body corporate/fii authorising such representative to attend and vote at the meeting of the unsecured creditors of the Transferor Company, duly certified to be a true copy by a director, the manager, the secretary or other authorized officer of such body corporate/fii, is deposited at the registered office of the Transferor Company not later than 48 (forty eight) hours before the scheduled time of the commencement of the meeting of the unsecured creditors of the Transferor Company. 2. The form of proxy can be obtained free of charge from the registered office of the Transferee Transferor Company. 3. All alterations made in the form of proxy should be initialed. 4. NCLT by its Order has directed that a meeting of the unsecured creditors of the Transferor Company shall be convened and held at the at Village Bhondsi, Tehsil -Sohna, Gurgoan, Haryana -122102 on Sunday, 26 th November, 2017 at 11.00 AM for the purpose of considering, and if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme. Unsecured Creditors would be entitled to vote in the said meeting either in person or through proxy. 5. Unsecured Creditor or his proxy, attending the meeting, is requested to bring the Attendance Slip duly completed and signed. 6. The documents referred to in the accompanying Explanatory Statement shall be open for inspection by the Unsecured Creditor at the registered office of the Transferor Company between 11.00 AM and 5.00 PM on all working days up to the date of the meeting. 7. Unsecured Creditors as on 30 th June, 2017, being the cut-off date, will be entitled to exercise their right to vote on the above resolution. 8. The Notice, together with the documents accompanying the same, is being sent to all the Unsecured Creditors either by registered post or speed post or through courier service or electronically by e-mail to those unsecured creditors who have registered their e-mail ids with the Transferor Company as on 30 th June, 2017. The Notice will be displayed on the website of the Applicant Company www.kimiabiosciences.com 9. Mr. Vikas Garg, Company Secretary, House No. 2045, 1 st Floor, Sector -15C Chandigarh 160015 is appointed as Scrutinizer vide Order dated 26 th September, 2017 for conducting the meeting of unsecured creditors at 11:00 AM on Sunday, the 26 th Day of November, 2017 in transparent manner. 10. The scrutinizer will submit his report to the Chairman of the meeting after completion of the scrutiny of the votes cast by the Unsecured Creditors. The scrutinizer s decision on the validity of the vote shall be final.
11. Any queries/grievances in relation to the voting by unsecured creditors may be addressed to Ms. Sonika Singh, Director of the Transferor Company at Village Bhondsi, Tehsil- Sohna District Gurgaon,Haryana-122102, or through email at sonika.singh@kimiabiosciences.com Dated: 24 th day of October, 2017 Place:Gurgaon Sd/- Mr. Justice (Retd.) A.N Jindal, Chairman for the Tribunal Convened Meeting of Unsecured Creditors of Kimia Biosciences Limited Sd/- SAMEER GOEL DIRECTOR Authorized Representative of Kimia Biosciences Limited As per directions of NCLT for Convened Meeting of Unsecured Creditors of Kimia Biosciences Limited
IN THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT CHANDIGARH, COMPANY APPLICATION CA(CAA) No. 15/Chd/Hry/2017 IN THE MATTER OF: SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013 AND IN THE MATTER OF: KIMIA BIOSCIENCES LIMITED HAVING ITS REGISTERED OFFICE AT VILLAGE BHONDSI, TEHSIL SOHNA, GURGAON, HARYANA 122102 AND LAUREL ORGANICS LIMITED HAVING ITS REGISTERED OFFICE AT VILLAGE BHONDSI, TEHSIL SOHNA, GURGAON, HARYANA 122102 TRANSFEROR COMPANY (APPLICANT COMPANY-1) TRANSFEREE COMPANY (APPLICANT COMPANY-2) EXPLANATORY STATEMENT UNDER SECTION 102 READ WITH SECTIONS 230(3), 231(1) AND (2) OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 1. Pursuant to the Order passed by the Hon ble Bench of the National Company Law Tribunal at Chandigarh, (the NCLT ) in the Company Application CA(CAA) No. 15/Chd/Hry/2017dated 26 th July, 2017 issued on 11 th October, 2017 ( Order ) a meeting of the Unsecured Creditors of the Kimia Biosciences Limited (hereinafter referred to as the Transferor Company or Applicant Company- 1 as the context may admit), is being convened and held at Vilage Bhondsi, Tehsil -Sohna, Gurgoan, Haryana -122102 on Sunday, 26 th November, 2017 at 11.00 AM for the purpose of considering and, if thought fit, approving with or without modification(s), the proposed Scheme of Arrangement and Amalgamation between Kimia Biosciences Limited ( Transferor Company ) and Laurel Organics Limited ( Transferee Company ) and their respective shareholders and Creditors ( Scheme ) under
Sections 230 to 232 of the Companies Act, 2013 (the Act ) (including any statutory modification or reenactment or amendment thereof) read with the rules issued thereunder. The Transferor Company and the Transferee Company are together referred to as the Companies. 2. In terms of the said Order, NCLT, has appointed Justice (Retd.) A.N Jindal, as the Chairman, Mr. Anmol Pratap Singh Mann as alternate Chairperson and Mr. Vikas Garg, Company Secretary as the scrutinizer of the meeting of the Unsecured Creditors of the Transferor Company. 3. This statement is being furnished as required under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (the Rules ). 4. As stated earlier NCLT by its said Order has, inter alia, directed that a meeting of the Unsecured Creditors of the Transferor Company shall be convened and held at Village Bhondsi, Tehsil -Sohna, Gurgoan, Haryana -122102 on Sunday, 26 th November, 2017 at 11.00 AM for the purpose of considering and, if thought fit, approving with or without modification(s), the proposed Scheme of Arrangement and Amalgamation between Kimia Biosciences Limited ( Transferor Company ) and Laurel Organics Limited ( Transferee Company ). Unsecured Creditors of Transferor Company would be entitled to vote in the said meeting either in person or through proxy. 5. A copy of the Scheme setting out in detail the terms and conditions of the arrangement, inter alia, providing for the proposed Scheme of Arrangement and Amalgamation between Kimia Biosciences Limited ( Transferor Company ) and Laurel Organics Limited ( Transferee Company )and their respective shareholders, which has been approved by the Board of Directors of the Transferor Company at its meeting held on August 02, 2016 is attached to this explanatory statement and forms part of this statement. BACKGROUND OF THE COMPANIES 6. Laurel Organics Limited (herein after referred to as SRL or Transferee Company ), bearing CIN L24239HR1993PLC032120 was originally incorporated under the name of Dolphin Organics Limited on 27th September, 1993 under the provisions of Companies Act, 1956 and had obtained certificate of commencement of business on 19th October 1993. The name of Company was changed to its present name Laurel Organics Limited and fresh certificate of incorporation dated 19th April 1995 was issued by the RoC, NCT of Delhi & Haryana. 7. The Permanent Account Number of the Transferee Company is AAACL2068E. 8. At present, the registered office of the Transferee Company is situated at Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana 122102. 9. The Capital Structure of Transferee Company as on March 31, 2016 and immediately before the implementation of the Scheme are as under:
Particulars Amount (Rs.) Authorized Equity Share Capital 73,85,000 Equity Shares of Rs. 10 each 40,00,000 0.1% Redeemable Non Convertible 7,38,50,000 4,00,00,000 Cumulative Preference Shares of Rs. 10 each Issued, Subscribed and paid up 73,85,000 Equity Shares of Rs. 10/-each 7,38,50,000.00 *40,00,000 0.1% Non- Convertible Cumulative Preference Shares of Rs. 10 each 4,00,00,000.00 *The Company on 17th May, 2016 has allotted 4,000,000 (Forty Lacs) 0.1% Redeemable Non Convertible Cumulative Preference Shares of face value of Rs. 10 each fully paid up amounting to Rs. 40,000,000 (Rupees Four Crore). 10. The Transferee Company is widely held listed Company having its equity shares listed at the BSE Limited (formerly known as Bombay Stock Exchange limited ). 11. The objects for which Transferee Companyhas been incorporated are set out in its Memorandum of Association. Some of the main objects of the Transferee Company as set out in its Memorandum of Association are as follows: To manufacture, produce, refine, process, formulate, buy, sell, import, export or otherwise deal in all types of drugs, antibiotics, drug intermediates, pharmaceuticals, heavy and light chemicals, chemical elements and compounds including laboratory and scientific chemicals of any nature used in the pharmaceutical industry, medicinal food preparations, agricultural chemicals, fertilizers, petrochemicals, insecticides, industrial chemicals or any mixtures, derivatives and compound thereof. To manufacture, process, refine, formulate, buy, sell, export, import and deal in drug intermediates, fermentations, enzyme products, alcohol, fructose, acids and starches, heavy and fine chemicals, hospital requisites, toilet requisites, sera, proprietary medicines, vaccines, biological contraceptives, medical gases, surgical equipments and materials, medicated surgical dressings, dental goods of all descriptions, optical goods of all
description, diagnostic agents, clinical diagnostic equipment, industrial and technical drugs and chemicals, oils and tinctures, extracts aromatic chemicals and synthetic herbal and natural perfumes, soaps, toiletries, cosmetics, perfumes preparations of hair, dyes, essential items for everyday use in domestic hygiene and other purposes. To carry on the business of chemists, druggists, drysalters and dealers in pharmaceutical, medicinal chemicals, industrial and other preparations and articles, compounds cements, oils, phenyl, drugs, herbs, surgical apparatus and materials and manufacture of patent and other medicines, indigenous drugs, pharmaceutical, medicinal, industrial and other preparations and articles in which the company is entitled to carry on business and makers of all kinds of surgical apparatus and materials of hospital requisites and appliances. To carry on the business of vialling, bottling, repacking, processing of capsules, syrups, tables and ointments including for own manufacture and sale and manufacture as a loan licensee or licensor. To carry on the business of manufactures, importers,, exporters, retailers, distributors, agents and dealers in pharmaceutical, biological, medical, medicinal, surgical, toilet, dental, anatomical, orthopedical, obstetric contraceptive, gynaecological, veterinary, chemical, electrical, photographic, scientific and industrial apparatus, appliances, machinery, articles, compounds, preparations materials and requisites of all kinds and of cements, oils, paints, pigments, varnishers, drugs, dyewares, essences, essential oils, ingrediants for aerated or mineral waters and other drinks, soaps, cosmetics, perfumes, soap, flavourings, toilets requisites and preparations, disinfectants and antiseptics and of cordials, liquors, soaps, broths and other restoratives and foods suitable or considered to be suitable for invalids and convalescents and of boxes, cartons and cases from any substance or material of whatsoever nature. 12. KIMIA BIOSCIENCES LIMITED (herein after referred to as KBL or Transferor Company ), bearing CIN U24233DL2007PLC167770 was originally incorporated under the name of R. S. Pharma Plus Private Limited on 5th September 2007 under the provisions of Companies Act,
1956 and certificate of Incorporation was obtained from RoC, NCT of Delhi & Haryana. Subsequently the name of the company was changed to Kimia Biosciences Private Limited and a fresh certificate of incorporation was issued on 17th February, 2012 by the RoC, NCT of Delhi & Haryana. Thereafter, the company got converted in public company and the name was changed to its present name Kimia Biosciences Limited and fresh certificate of incorporation was issued on 6th June, 2016 by the RoC, NCT of Delhi & Haryana. The Registered office of the Transferor Company is presently situated at Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana 122102.The Transferee Company holds 50.48% shares in the Transferor Company. 13. The Permanent Account Number of the Transferor Company is AAAECK6555F. 14. At present, the registered office of the Transferor Company is situated at Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana 122102. 15. The Capital Structure of Transferor Company as on March 31, 2016 and immediately before the implementation of the Scheme are as under: Particulars Amount (Rs.) Authorized Equity Share Capital 50,00,000 Equity Shares of Rs. 10/- Each 5,00,00,000 Issued, Subscribed and Paid up 11,04,800 Shares of Rs. 10/- each 1,10,48,000 There is no change in the Capital Structure of the Transferor Company since the Appointed Date. 16. The objects for which Transferor Company has been incorporated are set out in its Memorandum of Association. Some of the main objects of the Transferor Company as set out in its Memorandum of Association are as follows: To carry on the business as manufacturers, researchers, developers, creators, buyers, sellers, importers, exporters, refiners, dealers, agents, wholesalers, retailers and distributors of all kinds of biotechnology products and all products developed or to be developed in the future using biotechnology and other related and non related biotechnologies including technologies that may be developed in the future, propriety medicines, veterinary medicine
and tinctures extracts, pharmaceuticals, health foods, and foods of all kinds including its amalgams, derivatives and by products, spray, disinfectants, vermifuges, fungicides, insecticides and pesticides, remedies of all kinds for agricultural, fruit growing or other purpose acids, alkalies, natural and synthetics waxes, dyes, paints, pigments, oils and varnishes. To carry on the business of manufacturing bioinformatics, diagnostics, tools, all medical engineering equipments along with software developments and tools related to genome, genotype, genetic or any areas relating to genetic engineering and to patent all original research, procedures, methods, products and byproducts, technologies, and software developed by the company and to deal in surgical and scientific material apparatus instruments and machinery and also to deal in dental, optical similar goods, antiseptic cotton, dressings kozenges bottles, tins, and other wares and appliances pertaining to Laboratory and to manufacture all types of pharmaceutical, biological and medicinal preparations including those used in Homeopathic, Allopathic, Ayurvedic, Unani, Biochemical, Nature cure or any other medicinal system or branch of medicine and the formulations thereof. To carry on the business as manufacturers, producers, processors, makers, convertors, importers, exporters, traders, buyers, sellers, retailers, wholesalers, suppliers, indenters, packers, movers, preservers, stockiest, agents, subagents, merchants, distributors, consignors, jobbers, brokers, concessioners, consultants, supervisors, and to provide storage facility to other on rental basis or otherwise deal in pharmaceutical products such as Drugs, medicines, chemicals, spirits, mixtures, ointments, tinctures, liniments and all products and byproducts thereof, perfumes, cosmetics, medical preparations, pharmaceutical and biological preparations used in Homeopathic, Allopathic, Ayurvedic, Unani, Biochemical, Nature Cure or any other medical system or branch of medicine. 17. RATIONALE OF THE SCHEME The Scheme is broadly divided into two parts (1) Internal Reorganization of Share Capital of the Transferee Company and (2) Amalgamation of the Transferor Company with Transferee Company.
The reorganization of share capital will allow the transferee company to restructure its equity share capital by writing-off certain portion off of accumulated past losses against 90% of its paid-up equity share capital. The reduction in share capital and proportionate writing off of accumulated loss shall portray the true financial position of the transferee company into the books. Further, the amalgamation of the transferor company will strengthen the balance sheet of the transferee company and shall create a larger and stronger entity, which will have better resources for business growth and expansion. The scheme of arrangement shall provide a running and profitable business to the transferee company which has growth potential and shall also provide the shareholders of transferor company liquidity through listing and hence there is significant synergy for consolidation of the two entities. This Scheme of Amalgamation of the Transferor Company with the Transferee Company would result, inter-alia, in the following additional benefits to their respective members: Optimum and efficient utilization of capital, resources, assets and facilities; Enhancement of competitive strengths including financial resources; Consolidation of businesses and enhancement of economic value addition and shareholder value; Obtaining synergy benefits; Better management and focus on growing the businesses. The amalgamation would result in reduction of overheads, administrative, managerial and other expenditure and bring about operational rationalization, efficiency and optimum utilization of various resources. A larger growing company will mean enhanced financial and growth prospects for the people and organization connected therewith, and will be in public interest. The amalgamation will conducive for better and more efficient and economical control over the business and financial conduct of the Companies 18. The salient features and effects of the Scheme are: For the sake of convenience, the Scheme has been divided into the following parts: Part I - This part of Scheme contains general provisions applicable as used in this Scheme including definitions and capital structure of companies involved in amalgamation. Part II - This part of Scheme contains the provisions relating to Re- organisation of Share Capital of Laurel Organics Limited, pursuant to the Scheme. Part III - This part of scheme contains amalgamation i.e. transfer and vesting of undertakings of Kimia Biosciences Limited into Laurel Organics Limited;
Part IV - This part of scheme contains manner of issue of consideration against the present scheme of amalgamation including swap ratio and the accounting methodology adopted for the amalgamation. Part V - This part of scheme contains miscellaneous provisions i.e. application/petition to Hon ble National Company Law Tribunal and conditionality of scheme. Appointed Date : means 1 st April, 2016 being the date with effect from which the Scheme shall be applicable or such other date as may be approved by the National Company Law Tribunal, Bench at Chandigarh. PART II REORGANISATION & REDUCTION OF CAPITAL 1. Laurel Organics Limited (Transferee Company) was incorporated on 27 th September, 1993 under the provisions of Companies Act, 1956. The Capital Structure of the Company as on the date of approval of the Board is as follows: Particulars Amount (Rs.) Authorized Share Capital 73,85,000 Equity Shares of Rs. 10 each 40,00,000 0.1% Redeemable Non Convertible Cumulative 7,38,50,000.00 4,00,00,000.00 Preference Shares of Rs. 10 each Issued, Subscribed and Paid up Share Capital 73,85,000 Equity Shares of Rs. 10/-each 7,38,50,000.00 40,00,000 0.1% Non- Convertible Cumulative Preference 4,00,00,000.00 Shares of Rs. 10 each 2. Article 4A of the Articles of Association of the Transferee Company provides that subject to the provisions of Section 100 to 104 of the Companies Act, 1956 or any corresponding provisions of the Companies Act, 2013 (to the extend notified), the Company may, reduce its capital on such terms and conditions as shall be agreed. 3. The Transferee Company was not performing well in past and has incurred losses which are accumulated and standing in the balance sheet of the Companyand hence the equity capital of the Company is not giving the true position of Company s Net Worth. While entering in this scheme of
arrangement, the management of company has found it appropriate to cancel certain part of the aforesaid accumulated losses by reducing the equity share capital of the Company. Thus, in the benefit of the Transferee Company and the other Company being the part of this Scheme and their shareholders and to give correct position of the Net Worth the Board of Directors of the Transferee Company have decided to write-off certain portion of accumulated past losses against 90% of its paid-up equity capital by altering the face value of paid up equity share capital and authorized equity share capital from Rs. 10 (Rupees Ten) to Re. 1 (Rupee One) and thereafter amalgamation of the transferor company with the transferee company. Upon such cancellation of the paid up equity share capital, the management has also found it appropriate to alter the face value of authorized equity share capital to Re. 1 (Rupee One). 4. In accordance with above and pursuant to the reorganization and cancellation of aforesaid paid up equity share capital, the authorized equity share capital would be revised to Rs. 7,38,50,000 (Rupees Seven Crores Thirty Eight Lacs and Fifty Thousand) divided into 7,38,50,000 (Seven Crore Thirty Eight Lacs and Fifty Thousand) equity shares of Re. 1/- (Rupee One) each and the issued, subscribed and paid-up equity share capital shall stand reduced to Rs. 73,85,000 (Rupees Seventy Three Lacs Eighty Five Thousand) divided into 73,85,000 (Rupees Seventy Three Lacs Eighty Five Thousand) equity shares of Re. 1/- (Rupee One) each and 5. Approval of the Scheme pursuant to section 391 394 of the Companies Act, 1956 or any corresponding provisions of the Companies Act, 2013 (to the extend notified) shall also be deemed to be the approval under section 100 to 105 of the Companies Act, 1956 or any corresponding provisions of the Companies Act, 2013 (to the extend notified) for reduction and cancellation of shares of the Transferee Company.
PART-III AMALGAMATION, TRANSFER & VESTING OF UNDERTAKING 1. With effect from the Appointed Date and upon the Scheme becoming effective, the entire business and the whole of the undertaking(s), properties and liabilities of Transferor Company shall, in terms of Section 391 and 394 and applicable provisions, if any, of the Companies Act 1956 or any corresponding provision of Companies Act,2013 (to the extend notified), and pursuant to the orders of the High Court or other appropriate authority or forum, if any, sanctioning the Scheme, without any further act, instrument, deed, matter or thing, stand transferred and vested in and/ or deemed to be transferred to and vested in Transferee Company as a going concern so as to become the undertaking(s), properties and liabilities of Transferee Company. 2. With effect from the Appointed Date and upon the Scheme becoming effective, the entire business and undertaking of Transferor Company shall stand transferred to and be vested in Transferee Company without any further deed or act, together with all their properties, assets, rights, benefits and interest therein, subject to existing charges thereon in favour of banks and financial institutions, as the case may be, in the following manner: 3. TRANSFER OF ASSETS 3.1. With effect from the Appointed Date and upon the Scheme becoming effective all memberships, licenses, franchises, rights, privileges, permits, quotas, rights, entitlements, allotments, approvals, consents, concessions, trade mark licenses including application for registration of trade mark, patents, copyrights and their right to use available to Transferor Company as on appointed date or any which may be taken after the appointed date but till the effective date, shall get transferred to Transferee Company without any further instrument, deed or act or payment of any further fee, charge or securities. 3.2. With effect from the Appointed Date and upon the Scheme becoming effective all Certificate of Registrations as available with Transferor Companyas on Appointed Date or any which may be taken by Transferor Company after the Appointed Date but till the Effective Date shall get transferred to Transferee Company without any further instrument, deed or act or payment of any further fee, charge or securities. 3.3. With effect from the Appointed Date and upon the Scheme becoming effective all the assets of Transferor Company as are movable in nature including, but not limited to, stock of goods, raw materials available in the market/ depots/ Godown/factories, sundry debtors, plants and equipments, outstanding loans and advances, insurance claims, advance tax, Minimum Alternate Tax (MAT) set-off rights, pre-paid taxes, levies/liabilities, CENVAT/VAT credits if
any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with Government, Semi-Government, local and other authorities and bodies, customers and other persons or any other assets otherwise capable of transfer by physical delivery would get transferred by physical delivery only and all others assets would get transferred by endorsement and delivery by vesting and recordable pursuant to this Scheme, shall stand vested in Transferee Company, and shall become the property and an integral part of Transferee Company without any further instrument, deed or act or payment of any further fee, charge or securities. 3.4. With effect from the Appointed Date and upon the Scheme becoming effective all incorporeal properties of Transferor Company as on Appointed Date or any which may be taken after the Appointed Date but till the Effective Date, shall get transferred to Transferee Company without any further instrument, deed or act or payment of any further fee, charge or securities. 3.5. With effect from the Appointed Date and upon the Scheme becoming effective, all immovable properties including but not limited to land and buildings or any other immovable properties of Transferor Company, whether freehold or leasehold, and any documents of title, rights and easements in relation thereto shall stand transferred to and be vested in Transferee Company, without any further instrument, deed or act or payment of any further fee, charge or securities either by the Transferor Company or Transferee Company. 3.6. With effect from the Appointed Date, Transferee Company shall be entitled to exercise all rights and privileges and be liable to pay ground rent, taxes and fulfill obligations, in relation to or applicable to such immovable properties. The mutation/substitution of the title to the immovable properties shall be made and duly recorded in the name of Transferee Company by the appropriate authorities pursuant to the sanction of the Scheme by the Hon'ble High Court and the Scheme becoming effective in accordance with the terms hereof. 3.7. With effect from the Appointed Date and upon the Scheme becoming effective, all contracts, deeds, bonds, agreements, schemes, arrangements and other instruments of whatsoever nature in relation to Transferor Company to which the Transferor Company are the party or to the benefit of which Transferor Company may be eligible, and which are subsisting or having effect immediately before the Effective Date, shall be in full force and effect against or in favor of Transferee Company and may be enforced as fully and effectually as if, instead of Transferor Company, Transferee Company had been a party or beneficiary or obligee thereto. 3.8. With effect from the appointed date and upon the Scheme becoming effective, all permits, quotas, rights, entitlements, licenses including those relating to trademarks, tenancies, patents,
copyrights, privileges, software, powers, facilities of every kind and description of whatsoever nature in relation to Transferor Company to which Transferor Company is the party or to the benefit of which Transferor Company may be eligible and which are subsisting or having effect immediately before the effective date, shall be enforceable as fully and effectually as if, instead of Transferor Company, Transferee Company had been a party or beneficiary or obligee thereto. 3.9. With effect from the Appointed Date and upon the Scheme becoming effective, any statutory licenses, no-objection certificates, permissions or approvals or consents required to carry on operations of Transferor Company or granted to Transferor Company shall stand vested in or transferred to Transferee Company without further act or deed, and shall be appropriately transferred or assigned by the statutory authorities concerned therewith in favor of Transferee Company upon the vesting of Transferor Company Businesses and Undertakings pursuant to this Scheme. The benefit of all statutory and regulatory permissions, licenses, approvals and consents including the statutory licenses, permissions or approvals or consents required to carry on the operations of Transferor Company shall vest in and become available to Transferee Company pursuant to this scheme. 3.10. With effect from the Appointed Date and upon the Scheme becoming effective, all motor vehicles of any description whatsoever of Transferor Companies shall stand transferred to and be vested in the Transferee Company, and the appropriate Governmental and Registration Authorities shall substitute the name of Transferee Company in place of Transferor Companies, without any further instrument, deed or act or any further payment of fee, charge or securities. 4. TRANSFER OF LIABILITIES 4.1. With effect from the Appointed Date and upon the Scheme becoming effective, all debts, liabilities, contingent liabilities, duties and obligations, secured or unsecured, whether provided for or not in the books of accounts or disclosed in the balance sheets of Transferor Company, shall be deemed to be the debts, liabilities, contingent liabilities, duties and obligations of Transferee Company. 4.2. Without prejudice to the generality of the provisions contained herein, all loans raised after the Appointed Date but till the Effective Date and liabilities incurred by Transferor Companies after the Appointed Date but till the Effective Date for their operations shall be deemed to be of Transferee Company.
4.3. The transfer and vesting of the entire business and undertaking of Transferor Companies as aforesaid, shall be subject to the existing securities, charges and mortgages, if any, subsisting, over or in respect of the property and assets or any part thereof of Transferor Companies, as the case may be. Provided that the securities, charges and mortgages (if any subsisting) over and in respect of the part thereof, of Transferee Company shall continue with respect to such assets or part thereof and this Scheme shall not operate to enlarge such securities, charges or mortgages to the end and intent that such securities, charge and mortgage shall not extend or be deemed to extend, to any of the other assets of Transferor Companies vested in Transferee Company pursuant to the Scheme. Provided always that this Scheme shall not operate to enlarge the security for any loan, deposit or facility created by Transferor Companies which shall vest in Transferee Company by virtue of the amalgamation of Transferor Companies with Transferee Company and Transferee Company shall not be obliged to create any further or additional security there for after the amalgamation has become operative. 4.4. Transferee Company will, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required under any law or otherwise, execute deeds of confirmation or other writings or arrangements with any party to any contract or arrangements in relation to Transferor Companies to which Transferor Company are parties, in order to give formal effect to the above provisions. Transferee Company shall, under the provisions of this Scheme, be deemed to be authorized to execute any such writings on behalf of Transferor Companies and to carry out or perform all such formalities or compliances referred to above on part of Transferor Companies. 4.5. Loans or other obligations, if any, due either between Transferee Company and Transferor Companies or amongst transferor companies shall stand discharged and there shall be no liability in that behalf. In so far as any securities, debentures or notes issued by the Transferor Company and held by the Transferee Company and vice versa are concerned, the same shall, unless sold or transferred by holder of such securities, at any time prior to the Effective Date, stand cancelled and shall have no further effect. 5. LEGAL PROCEEDINGS 5.1. With effect from the Appointed Date, Transferee Company shall bear the burden and the benefits of any legal or other proceedings initiated by or against Transferor Companies.
Provided however, all legal, administrative and other proceedings of whatsoever nature by or against Transferor Companies pending in any court or before any authority, judicial, quasi judicial or administrative, any adjudicating authority and/or arising after the Appointed Date and relating to Transferor Companies or its respective properties, assets, liabilities, duties and obligations shall be continued and/or enforced until the Effective Date by or against Transferor Companies; and from the Effective Date, shall be continued and enforced by or against Transferee Company in the same manner and to the same extent as would or might have been continued and enforced by or against Transferor Companies. 5.2. If any suit, appeal or other proceedings of whatever nature by or against Transferor Companies be pending, the same shall not abate, be discontinued or in any way be prejudicially affected by reason of the transfer of the Transferor Companies businesses and undertakings or of anything contained in this scheme but the proceedings may be continued, prosecuted and enforced by or against Transferee Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against Transferor Companies as if this Scheme had not been made. 6. EMPLOYEE MATTERS On occurrence of the Effective Date, all persons that were employed by Transferor Companies immediately before such date shall become employees of Transferee Company with the benefit of continuity of service on same terms and conditions as were applicable to such employees of Transferor Companies immediately prior to such transfer and without any break or interruption of service. Transferee Company undertakes to continue to abide by agreement/settlement, if any, entered into by Transferor Companies with any union/employee thereof. With regard to Provident Fund, Gratuity Fund, Superannuation fund or any other special fund or obligation created or existing for the benefit of such employees of Transferor Companies upon occurrence of the Effective Date, Transferee Company shall stand substituted for Transferor Company, for all purposes whatsoever relating to the obligation to make contributions to the said funds in accordance with the provisions of such schemes or funds in the respective trust deeds or other documents. The existing Provident Fund, Gratuity Fund and Superannuation Fund or obligations, if any, created by Transferor Companies for their employees shall be continued for the benefit of such employees on the same terms and conditions. With effect from the Effective Date, Transferee Company will make the necessary contributions for such transferred employees of Transferor Companies and deposit the same in Provident Fund, Gratuity Fund or Superannuation Fund or obligations, where applicable. It is the aim and intent of the Scheme that all the rights, duties, powers and obligations of
Transferor Companies in relation to such schemes or funds shall become those of Transferee Company. 7. TAXATION AND OTHER MATTERS 7.1. With effect from the Appointed Date, all the profits or income accruing or arising to Transferor Companies, and all expenditure or losses arising or incurred by Transferor Companies shall, for all purposes, be treated (including all taxes, if any, paid or accruing in respect of any profits and income) and be deemed to be and accrue as the profits or income or as the case may be, expenditure or losses (including taxes) of Transferee Company. Moreover, Transferee Company shall be entitled to revise its statutory returns relating to indirect taxes like sales tax/ service tax/excise, etc. and to claim refund/credits and/or set off all amounts under the relevant laws towards the transactions entered into by Transferee Company and Transferor Companies which may occur between the Appointed Date and the Effective Date. The rights to make such revisions in the sales tax returns and to claim refunds/credits are expressly reserved in favour of Transferee Company. 7.2. Transferee Company shall be entitled to revise its all Statutory returns relating to Direct taxes like Income Tax and Wealth Tax and to claim refunds/advance tax credits and/or set off the tax liabilities of Transferor Companies under the relevant laws and its rights to make such revisions in the statutory returns and to claim refunds, advance tax credits and/or set off the tax liabilities is expressly granted. 7.3. It is expressly clarified that with effect from the Appointed Date, all taxes payable by Transferor Companies including all or any refunds of the claims/tds Certificates shall be treated as the tax liability or refunds/claims/tds Certificates as the case may be of Transferee Company. 7.4. From the Effective Date and till such time as the name of the Transferee Company would get entered as the account holder in respect of all the bank accounts and demat accounts of Transferor Companies in the relevant bank s/dp s books and records, the Transferee Company shall be entitled to operate the bank/demat accounts of Transferor Companies in their existing names. 7.5. Since each of the permissions, approvals, consents, sanctions, remissions, special reservations, incentives, concessions and other authorizations of Transferor Companies shall stand transferred by the order of the High Court to Transferee Company, Transferee Company shall
file the relevant intimations, for the record of the statutory authorities who shall take them on file, pursuant to the vesting orders of the sanctioning court. 8. Conduct of Business 8.1. With effect from the Appointed Date and till the Scheme come into effect: 8.1.1. Transferor Company shall be deemed to carry on all their businesses and activities and stand possessed of their properties and assets for and on account of and in trust for Transferee Company; and all the profits accruing to Transferor Company and all taxes thereon or gains or losses arising or incurred by them shall, for all purposes, be treated as and deemed to be the profits or losses, as the case may be, of Transferee Company. 8.1.2. Transferor Company shall carry on their businesses with reasonable diligence and in the same manner as they had been doing hitherto, and Transferor Company shall not alter or substantially expand their businesses except with the concurrence of Transferee Company. 8.1.3. Transferor Company shall not, without the written concurrence of Transferee Company, alienate charge or encumber any of their properties except in the ordinary course of business or pursuant to any pre-existing obligation undertaken prior to the date of acceptance of the Scheme by the Board of Directors of Transferee Company, as the case may be. 8.1.4. Transferor Company shall not vary or alter, except in the ordinary course of their business or pursuant to any pre-existing obligation undertaken prior to the date of acceptance of the Scheme by the Board of Directors of Transferee Company the terms and conditions of employment of any of its employees, nor shall it conclude settlement with any union or its employees except with the written concurrence of Transferee Company. 8.1.5. With effect from the Appointed Date, all debts, liabilities, duties and obligations of Transferor Company as on the close of business on the date preceding the Appointed Date, whether or not provided in their books and all liabilities which arise or accrue on or after the Appointed Date shall be deemed to be the debts, liabilities, duties and obligations of Transferee Company. 8.2. Upon the Scheme coming into effect, Transferee Company shall commence and carry on and shall be authorized to carry on the businesses carried on by Transferor Company.
8.3. For the purpose of giving effect to the vesting order passed under Sections 391 and 394 of the Companies Act, 1956 or any corresponding provisions of Companies Act, 2013 (to the extend notified) in respect of this Scheme by the Hon'ble High Court, Transferee Company shall, at any time pursuant to the orders on this Scheme, be entitled to get the recordal of the change in the legal right(s) upon the vesting of the Transferor Company businesses and undertakings in accordance with the provisions of Sections 391 and 394 of the Companies Act, 1956 or any corresponding provisions of Companies Act, 2013 (to the extend notified). Transferee Company shall be authorized to execute any pleadings; applications, forms, etc. as are required to remove any difficulties and carry out any formalities or compliance as are necessary for the implementation of this Scheme.
PART- IV ISSUE OF SHARES & ACCOUNTING TREATMENT 1. REORGANISATION OF CAPITAL IN THE TRANSFEREE COMPANY i. Issue of Shares in the Share Capital of Transferee Company; Upon this Scheme coming into effect and upon transfer and vesting of the business and undertaking of Transferor Company in Transferee Company, the consideration in respect of such transfer shall, subject to the provisions of the Scheme, be paid and satisfied by Transferee Company as follows: 1.i.1. 1.i.2. 1.i.3. Transferee Company, without further application, act or deed, shall issue and allot to each of the shareholders of Transferor Company (other than the shares already held therein immediately before the amalgamation by Transferee Company, its Nominee or Subsidiary Company), shares in proportion of 990 (Nine Hundred Ninety) Equity shares of face value of Re. 1 (Rupee One) each and 590 (Five Hundred Ninety) Compulsory Convertible Preference Shares of Re. 1 (Rupee One) each in Transferee Company for every 100 (One Hundred) Equity shares of face value of Rs.10/- (Rupee Ten)each held by them in Transferor Company pursuant to this Scheme of Amalgamation. The CCPS issued and allotted under this Scheme, would have seniority with respect to dividends and proceeds from sale or dissolution from the Transferee Company and would be also eligible for proportionate declaration and distribution of dividend together with equity shares and shall be compulsorily convertible in the ratio of 1:1 at any time within a maximum period of five years, into the equity shares of face value of Re. 1 each. CCPS allotted under the Scheme, shall be converted into equity shares, in one or more tranches, within a maximum period of five years subject to condition that the conversion of CCPS does not breach the requirement of maintaining minimum public shareholding as per Regulation 38 of Listing Regulations. Any CCPS, remain outstanding for conversion upon completion of five years of allotment, shall be cancelled subject to the compliance of all the applicable laws at that time. For arriving at the share exchange ratio as outlined above, the Companies have considered the Valuation Report submitted by an independent professional firm, M/s AARA & Company, Chartered Accountants.
1.i.4. 1.i.5. 1.i.6. 1.i.7. Cross holding at the time of record date (if any), between Transferor Company and the Transferee Company, if not transferred prior to the Effective Date, shall get cancelled at the time of allotment of shares to the shareholders of Company by Transferee Company and the approval of Scheme by the Court under section 391 and 394 of the Companies Act, 1956 or any corresponding provisions of Companies Act, 2013(to the extend notified) shall also be treated as approval under section 100 of the Act for reduction of capital pursuant to such cancellations. Any fraction arising out of allotment of equity shares and CCPS as per clause 1.1.1 above shall be rounded off to the nearest round number. The said Equity Shares in the capital of Transferee Company be issued to the shareholders of Transferor Company shall rank pari- passu in all respects, with the existing Equity shares in Transferee Company from the Appointed Date. Such shares in Transferee Company, to be issued to the shareholders of Transferor Company will, for all purposes, save as expressly provided otherwise, be deemed to have been held by each such member from the Appointed Date. Upon the Scheme becoming effective and subject to the above provisions, the shareholders of Transferor Company (other than the shares already held therein immediately before the amalgamation by Transferee Company) as on the record date shall receive new share certificates. Upon the issue and allotment of new shares in the capital of Transferee Company to the shareholders of Transferor Company, the share certificates in relation to the shares held by them in Transferor Company shall be deemed to have been cancelled. All certificates for the new shares in the capital of Transferee Company shall be sent by Transferee Company to the said shareholders of Transferor Company at their respective registered addresses as appearing in the said registers (or in the case of joint holders to the address of that one of the joint holders whose name stands first in such Registers in respect of such joint holding) and Transferee Company shall not be responsible for any loss in transmission. Transferee Company shall provide an option to all the shareholders of transferor company to get the new equity shares in transferee company in dematerialized form and the shareholders of transferor company shall have right to opt for new shares in dematerialized form by giving written confirmation with required particulars of their demat accounts on or before the Record Date.
ii. INCREASE IN AUTHORIZED SHARE CAPITAL 1.ii.1. With effect from appointed date and upon the scheme becoming effective, without any further acts or deeds on the part of the transferor company or transferee company and notwithstanding anything contained in Section 61 of Companies Act, 2013, the Authorized Share capital of transferor Company as appearing in its Memorandum of Association on the Effective Date shall get clubbed with the Authorized Share Capital of the transferee company as appearing in its Memorandum of Association on the Effective Date and pursuant to this clubbing the Clause V of the Memorandum of Association of the transferee company shall stand altered to give effect to the same with effect from the Effective Date. The Face Value of Equity share shall remain same as of the transferee company after clubbing of Authorized Capital. Further, notwithstanding anything contained under section 61 of the Companies Act, 2013, the Clubbed Authorized Capital of Transferee Company shall be reclassified into Equity Share Capital, 0.1% Redeemable Non Convertible Cumulative Preference Shares and Compulsory Convertible Preference Shares Capital on the effective date, and the Authorized Capital shall be as under: Equity Share Capital of Rs. 11,73,50,000 (Rupees Eleven Crore and Seventy Three Lacs and Fifty Thousand) divided into 11,73,50,000 (Eleven Crore and Seventy Three Lacs and Fifty Thousand) equity share of face value of Re. 1 (Rupee One) each. 0.1% Redeemable Non Convertible Cumulative Preference Share Capital of Rs. 4,00,00,000 (Rupees Four Crore) divided into 40,00,000 (Forty Lacs) 0.1% Redeemable Non Convertible Cumulative Preference Shares of Rs. 10 (Rupees Ten) each; Compulsory Convertible Preference Share Capital of Rs. 6,500,000 (Rupees Sixty Five Lacs) divided into 65,00,000 Compulsory Convertible Preference Shares of Re. 1 (Rupee One) each; 1.ii.2. The filing fee and stamp duty already paid by the transferor company on its authorized share capital, which is being combined with the authorized share capital of the transferee company, shall be deemed to have been paid by the transferee company and accordingly, the transferee company shall not be required to pay any fee, additional fee, charges and/or stamp duty on the authorized share capital so increased.
1.ii.3. If required, the Transferee Company shall take necessary steps to increase its authorized share capital on or before the Effective Date so as to make it sufficient for allotment of shares and CCPS, to the shareholders of transferor company, in consideration of amalgamation after considering the combined authorized share capital of transferee company. iii. iv. On approval of the Scheme by the shareholders of transferee company pursuant to Section 391 394 of the Companies Act, 1956 or any corresponding provisions of Companies Act, 2013, to the extend notified, it shall be deemed that the said shareholders have also accorded their consent under relevant Articles of the Articles of Association of the Company and Section 61 of Companies Act, 2013 or any other section as may be applicable for giving effect to the provisions contained in this Scheme. The issue and allotment of Shares to Shareholders of Transferor Company, as provided in this Scheme, shall be deemed to be made in compliance with the procedure laid down under Section 62 of the Companies Act, 2013. v. CHANGE IN NAME OF TRANSFEREE COMPANY 1.v.1. As per the arrangement the transferee company shall carry the business of transferor company and hence it is found expedient to replace the name of transferor company with the name of the transferee company. Hence, with effect from Effective Date, without any further acts or deeds on the part of the Transferee Company, name of transferee company shall be changed from Laurel Organics Limited with the name of the Transferor Company Kimia Biosciences Limited. 1.v.2. On approval of the Scheme Section 391-394 of the Companies Act, 1956 or any corresponding provisions of the Companies Act, 2013, it shall be deemed that necessary compliances under section 13 of the Companies Act, 2013 for change of name and alteration in Memorandum of Association of Transferee Company. 2. ACCOUNTING TREATMENT FOR AMALGAMATION Upon the coming into effect of this Scheme, the amalgamation of the Transferor Companies with the Transferee Company shall be accounted for as per the "Accounting Standard 14: Accounting for Amalgamations" as prescribed in the Companies (Accounting Standards) Rules, 2006 issued by the Ministry of Corporate Affairs or the "Indian Accounting Standard (Ind AS) 103 for Business Combination" prescribed under section 133 of the Companies Act, 2013, as notified under the
Companies (Indian Accounting Standard) Rules, 2015, (if applicable), as may be amended from time to time such that: i. Transferee Company shall, record all the assets and liabilities, including Reserves of the Transferor Company vested in it pursuant to this Scheme, at their respective book values as appearing in the books of Transferor Company on the Appointed Date. ii. iii. iv. If at the time of amalgamation, Transferor Company and Transferee Company have conflicting accounting policies, a uniform accounting policy shall be adopted by Transferee Company following the amalgamation. The effect on the financial statements of any change in accounting policies shall be reported in accordance with Accounting Standard 5, Prior Period and Extraordinary Items and changes in accounting policies. Investment, if any, in the equity share capital of the Transferor Company by the Transferee Company as appearing in the books of accounts of Transferee Company or vice versa, if not transferred prior to the effective date, shall stand cancelled and there shall be no further obligation / outstanding in that behalf. The loans and advance or payables or receivables of any kind, held inter-se, if any between Transferor Company and Transferee Company, as appearing in their respective books of accounts shall stand discharged prior to Effective Date. v. The difference between the share capital issued by the Transferee Company and the net assets of the Transferor Company acquired would be adjusted in the consolidated reserves of the Transferee Company. Also, the difference, if any arising from the cancellation of crossholdings (if any) shall also be adjusted in the consolidated reserves of the Transferee Company. vi. The accounting entries proposed in this Scheme shall be effected as a part of this Scheme and not under a separate process in terms of Section 78, 100 to 104 of the Companies Act, 1956 or Section 52 or any corresponding provisions under Companies Act, 2013, to the extend notified,as the same neither involves diminution of liability in respect of unpaid share capital of Transferee company nor any payment to any shareholder of the Transferee Company of any paid up capital and the order of High Court sanctioning the Scheme shall be deemed to be a due compliance of the provisions of Sections 100 to 102 of the Companies Act. 1956 or any corresponding provisions of Companies Act, 2013, consequently. Consequently, the Transferee Company shall not be required to use the words and reduced as part of its corporate name.
3. LISTING AGREEMENT AND SEBI COMPLIANCES i. Since the Transferee Company being a listed company, this Scheme is subject to the Compliances by the Transferee Company of all the requirements under the listing regulations and all statutory directives of the Securities Exchange Board of India ( SEBI ) insofar as they relate to sanction and implementation of the Scheme. ii. iii. The Transferee Company in compliance with the listing Regulations shall apply for the Observation Letter of BSE Limited, where its shares are listed in terms of the Regulation 37 of the listing regulations. The Transferee Company shall also comply with the directives of SEBI contained in the Circular No. CIR/CFD/CMD/16/2015 dated 30th November 2015; iv. As Para 9 of SEBI Circular No CIR/CFD/CMD/16/2015 dated 30th November 2015 is applicable to this Scheme, therefore it is provided in the Scheme that the Transferee Company will provide voting by the public shareholders through postal ballot and e-voting and will disclose all material facts in the explanatory statement, to be sent to the shareholders in relation to the said Resolution. 4. Saving of Concluded Transactions The transfer of properties and liabilities and the continuance of proceedings by or against Transferor Company as envisaged in above shall not affect any transaction or proceedings already concluded by Transferee Company on or before the Appointed Date and after the Appointed Date till the Effective Date, to the end and intent that Transferor Company accept and adopts all acts, deeds and things done and executed by Transferee Company in respect thereto as done and executed by Transferee Company in respect thereto as done and executed on behalf of itself. 5. Dissolution of Transferor Company On occurrence of the Effective Date, Transferor Company shall, without any further act or deed, shall stand dissolved without winding up. N.B. - The members are requested to read the entire text of the Scheme attached herewith to get fully acquainted with the provisions thereof. What is stated hereinabove, are brief salient features of the said Scheme. 19. Summary of the Joint Valuation Report including the basis of valuation is enclosed as Annexure-2. 20. The accounting treatment as proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act. The certificate issued by the Statutory Auditors of the Transferee Company is open for inspection. 21. Under the Scheme, an arrangement is sought to be entered into between Transferor Company and its equity shareholders (promoter shareholders and non-promoter shareholders) as the Undertaking of the Transferor Company shall stand transferred to and vested in the Transferee Company.
In respect of the Scheme, an arrangement is sought to be entered into between the Transferor Company and its creditors though no liabilities of the creditors of the Transferor Company is being reduced or being extinguished under the Scheme. As on date, the Transferor Company has no outstanding towards any public deposits or debentures and therefore, the effect of the Scheme on any such public deposit holders or debenture holders or deposit trustees or debenture trustees do not arise. Under Part III of the Scheme, no rights of the Employees of Transferor Company are being affected. The services of the Employees of the Transferor Company, under Part III of the Scheme, shall continue on the same terms and conditions on which they were engaged by the Transferor Company. Under Clause 6 of Part III of the Scheme, on and from the Effective Date all persons that were employed by the Transferor Company immediately before such date shall become employee of Transferee Company with the benefit of continuity of service on same terms and conditions as were applicable to such employees of Transferor Company immediately prior to such transfer and without any break or interruption of service. Effect of the Scheme on the Key managerial personnel(s) (KMPs) and / or directors of the transferor company is that KMPs shall ceased to be KMPs and become employees of the transferee company, and/or the directors of the Transferor Company shall ceased to be directors of the transferor company. Further, none of the Directors, the Key Managerial Personnel (as defined under the Act and rules framed thereunder) of the Transferor Company and their respective relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of the equity shares held by them in the Transferor Company and/ or to the extent of their shareholding as nominees in the Transferee Company and/or to the extent that the said Director(s) are common director(s) of the Transferor Company and/or the Transferee Company and/or to the extent that the said Director(s), Key Managerial Personnel and their respective relatives are the directors, members of the companies that hold shares in the Transferor Company. Save as aforesaid, none of the said Directors or the Key Managerial Personnel has any material interest in the Scheme. 22. Under the Scheme, no arrangement is sought to be entered into between the Transferee Company and its equity shareholders. No rights of the equity shareholders of the Transferee Company are being affected pursuant to the transfer and vesting of undertaking of Transferor Company. Further, no arrangement is sought to be entered into between the Transferee Company and its creditors. No liabilities of the creditors of the Transferee Company is being reduced or being extinguished under the Scheme. As on date, the Transferee Company has no outstanding towards any public deposits or debentures and therefore, the effect of the Scheme on any such public deposit holders or debenture holders or deposit trustees or debenture trustees do not arise.
The rights of the employees of the Transferee Company are in no way affected by the Scheme. The employees engaged by the Transferee Company shall continue to be employed by the Transferee Company. There is no effect of the Scheme on the key managerial personnel and/or the directors of the Transferee Company. Further, none of the Directors, the Key Managerial Personnel (as defined under the Act and rules framed thereunder) of the Transferee Company and their respective relatives (as defined under the Act and rules framed thereunder) haveany interest in the Scheme except to the extent of the equity shares held by them in the Transferor Company and/or to the extent of their shareholding as nominees in the Transferee Company and/or to the extent that the said Director(s) are common director(s) of the Transferor Company and/or the Transferee Company and/or to the extent that the said Director(s), Key Managerial Personnel and their respective relatives are the directors, members of the companies that hold shares in the Transferor Company. Save as aforesaid, none of the said Directors or the Key Managerial Personnel has any material interest in the Scheme. 23. In compliance with the provisions of Section 232(2)(c) of the Act, the Board of Directors of the Transferor Company and Transferee Company have in their separate meetings held on August 23, 2017, have adopted a report, inter alia, explaining effect of the Scheme on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders amongst others. Copy of the Reports adopted by the respective Board of Directors of Transferee Company and Transferor Company are enclosed as Annexure-6 and Annexure-7, respectively. 24. No investigation proceedings have been instituted or are pending in relation to the Companies under Sections 210 to 229 of Chapter XIV of the Act or under the corresponding provisions of the Act of 1956. Further, no proceedings are pending under the Act or under the corresponding provisions of the Act of 1956 against any of the Companies. 25. To the knowledge of the Companies, no winding up proceedings have been filed or are pending against them under the Act or the corresponding provisions of the Act of 1956. 26. The audited financial statement of the Transferee Company and Transferor Company for the financial year ended 31 st March, 2017 are enclosed as Annexure - 8 and Annexure- 9 respectively. 27. The Supplementary Unaudited Accounting Statement of Transferee Company and Transferor Company for the financial year ended 30 th June, 2017 are enclosed as Annexure - 10 and Annexure- 11 respectively. 28. As per the books of accounts as on 30 th June, 2017 of Transferee Company and Transferor Company, the amount due to the unsecured creditors are Rs. 22,93,48,032/-and Rs.28,26,07,970/- respectively. 29. As per the books of accounts 30 th June, 2017 of Transferee Company and Transferor Company, the amount due to the secured creditors are Rs. 96,00,000/-and Rs. 4,46,28,846/- respectively.
30. The name and addresses of the Promoter(s) of Laurel Organics Limited (Transferee Company) their shareholding in the Transferee Company as on 30 th June, 2017 are as under: S. No. Name & Address of Promoters & Promoters Group. Total Number of Equity Shares % of total number of shares 1. Kimia Biosciences Limited 3728100 50.48 Address Village Bhondsi, Tehsil Sohna, Distt. Gurgaon, Haryana- 122102 Total 3728100 50.48 31. The name and addresses of the Promoters of KimiaBiosciencesLimited (Transferor Company)including their shareholding in the Transferor Company as on 30 th June, 2017 are as under: S. No. Name & Address of Promoters Total Number of Equity Shares Percentage of total number of shares 1. SAMEER GOEL 1099795 99.55 Address C-52, Rohit Kunj, Pitampura, New Delhi-110034 2. SACHIN GOEL 5000 0.45 Address C-52, Rohit Kunj, Pitampura, New Delhi-110034 3. VED PRAKASH GOEL 01 0.00 Address C-52, Rohit Kunj, Pitampura, New Delhi-110034 4. VIPUL GOEL 01 0.00 Address C-52, Rohit Kunj, Pitampura, New Delhi-110034 5. SANTOSH GOEL 01 0.00 Address C-52, Rohit Kunj, Pitampura, New Delhi-110034 6. DEEPA GOEL 01 0.00 Address C-52, Rohit Kunj, Pitampura, New Delhi-110034 7. VANDANA GOEL 01 0.00 Address C-52, Rohit Kunj, Pitampura, New Delhi-110034 Total 1104800 100
32. The list of Directors and KMP of the Transferee Company and their individual shareholding in the Transferee Company as on 30 th June, 2017 is as per the table below: S. No. Name and Address of Director Total Number of Equity Shares % of total number of shares Directors 1. Mr. Sameer Goel Nil Nil Address C-52, Rohit Kunj, Pitampura, New Delhi-110034 2. Mr. Sachin Goel Address C-52, Rohit Kunj, Pitampura, New Delhi-110034 Nil Nil 3. Mr. Jagdeep Dhawan Address 3 C 81 Nehru Nagar-III, Block-C, Ghaziabad- 201010 Nil Nil 4. Mrs. Richa Gupta Address C 73 G Floor, Shivaji Park, Punjabi Bagh, Delhi-110026 Nil Nil Total Nil Nil Key Managerial Personnel s A Ms. Pratibha Anand Nil Nil Address : LB07/402, Lotus Boulevard, Sector-100, Noida-201303 Total - - 33. The list of Directors and KMP of the Transferor Company and their individual shareholding in respective Companies as on 30 th June, 2017 is as per the table below: S. No. Name and Address of Director Total Number of % of total number of Equity Shares shares 1. Mr. Sameer Goel 1099795 99.55 Address C-52, Rohit Kunj, Pitampura, New Delhi-110034 2. Mr. Sachin Goel 5000 0.45
Address C-52, Rohit Kunj, Pitampura, New Delhi-110034 3. Ms. Sonika Singh Address Flat No - 8, Sahyog Apartment Mayur Vihar, Phase-1, Delhi 110096 Nil Nil 34. The Pre & Post arrangement (Expected) shareholding pattern of Transferee Company as on 30 th June, 2017 is as per the table below: Transferee Company Pre Arrangement as on 30 th June, 2017 SI. No. Category of Shareholders Nos. No. of Equity Shares Percentage (%) to Equity 1 Promoter & Promoter Group 1 3728100 50.48 Sub Total (A) 1 3728100 50.48 2 Banks/Mutual Funds/Indian / Financial Institutions - - - Mutual Fund 3 181100 2.45 Venture Capital Funds - - - Alternate Investment Funds - - - Foreign Venture Capital Investors - - - Foreign Portfolio Investor - - - Financial Institutions / Banks - - - Insurance Companies - - - Provident Funds/ Pension Funds - - - Any Other (Specify) - - - Sub Total (B) 3 181100 2.45 3 Central Government/ State Government(s)/ President of India - - - Sub Total (C) - - - 4 Individuals
i. Individual shareholders holding nominal share capital up to Rs. 2 lakhs. ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs. 12015 2569572 34.79 4 129700 1.75 Sub Total (D) 12019 2699272 36.54 5 Any Others NRI Trusts Clearing Member Individual (HUF)/NBFC 171 530200 7.19 - - - 1 200 0.00 Registered with RBI 6 8500 0.12 Bodies Corporate 44 137628 1.86 Foreign Body Corporate 1 100000 1.36 Sub Total (E) 223 776528 10.51 Grand Total (A+B+C+D+E) 12246 7385000 100 Statement showing shareholding of persons belonging to the category Promoter and Promoter Group - SI. No. Promoter & Promoter Group No. of Equity Shares Percentage (%) to Equity 1 KIMIA BIOSCIENCES LTD 3728100 50.48 Total 3728100 50.48 Transferee Company Post Arrangement shareholding pattern (Expected) as on 30 th June, 2017 Statement showing post arrangement Expected shareholding of persons belonging to the category Promoter and Promoter Group - SI. No. Category of Shareholders Nos. No. of Equity Shares Percentage (%) to Equity 1 Promoter & Promoter Group 7 10937520 74.94 2 Sub Total (A) 7 10937520 74.94 Banks/Mutual Funds/Indian / Financial Institutions - - -
Mutual Fund 3 181100 1.24 Venture Capital Funds - - - Alternate Investment Funds - - - Foreign Venture Capital Investors - - - Foreign Portfolio Investor - - - 3 Financial Institutions / Banks - - - Insurance Companies - - - Provident Funds/ Pension Funds - - - Any Other (Specify) - - - Sub Total (B) 3 181100 1.24 Central Government/ State Government(s)/ President of India - - - Sub Total (C) - - - 4 Individuals i. Individual shareholders holding nominal share capital up to Rs. 2 lakhs. ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs. 12015 2569572 17.61 4 129700 0.89 Sub Total (D) 1219 2699272 18.50 5 Any Others NRI Trusts Clearing Member Individual (HUF)/NBFC 171 530200 3.63 - - - 1 200 0.001 Registered with RBI 6 8500 0.06 Bodies Corporate 44 137628 0.94 Foreign Body Corporate 1 100000 0.69 Sub Total (E) 223 776528 5.32 Grand Total (A+B+C+D+E) 12,252 14594420 100
SI. No. Promoter & Promoter Group No. of Equity Shares Percentage (%) to Equity 1 Sachin Goel 49500 0.34 2 Sameer Goel 1,08,87,971 74.60 3 Ved Prakash Goel 10 0.00 4 Vipul Goel 10 0.00 5 Santosh Goel 10 0.00 6 Deepa Goel 10 0.00 7 Vandana Goel 10 0.00 10937520 Total 74.94 35. The pre arrangement shareholding list of Transferor Company as on 30 th June, 2017is as per the tablebelow: S. No. Name Total Number of Percentage of total Equity Shares number of shares 1. SAMEER GOEL 1099795 99.55 Address C-52, Rohit Kunj, Pitampura, New Delhi-110034 2. SACHIN GOEL 5000 0.45 Address C-52, Rohit Kunj, Pitampura, New Delhi-110034 3. VED PRAKASH GOEL 01 0.00 Address C-52, Rohit Kunj, Pitampura, New Delhi-110034 4. VIPUL GOEL 01 0.00 Address C-52, Rohit Kunj, Pitampura, New Delhi-110034 5. SANTOSH GOEL 01 0.00 Address C-52, Rohit Kunj, Pitampura, New Delhi-110034 6. DEEPA GOEL Address C-52, Rohit Kunj, Pitampura, New Delhi-110034 01 0.00
7. VANDANA GOEL 01 0.00 Address C-52, Rohit Kunj, Pitampura, New Delhi-110034 Total 1104800 100 36. The Post-Arrangement (expected) capital structure of Transferee Company will be as follows (assuming the continuing capital structure as on 30 th June, 2017: Particulars Amount (Rs.) Authorized Share Capital Amount (Rs.) 123,850,000 Equity Share of Rs. 1/- each 123,850,000 4000,000, 0.1% Redeemable Non Convertible Cumulative 40,000,000 Preference Shares of Rs. 10 each Issued, Subscribed and Paid up Share Capital 14,594,421 Equity Share of Rs. 1/-each Amount (Rs.) 14,594,421 Preference Share Capital: 6,518,321 Compulsory Convertible Preference of Re. 1/- each Rs. 40,000,000/- consisting of 4,000,000, 0.1% NCRPS of Rs. 10/- each. 6,518,321 40,000,000 37. Statement disclosing details of Arrangement and Amalgamation as per sub section 3 of Section 230 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. No. Particulars Laurel Organics Limited Kimia biosciences Limited (i) Transferee Company Transferor Company Details of the order of the NCLT directing the calling, convening and conducting of the meeting :- a. Date of the Order b. Date, time and venue of the meeting Hon ble National Company Law Tribunal Bench order dated 26 th September, 2017 issued on 11 th October, 2017. Meeting of Shareholders Meeting of Secured Creditors Date Sunday, 26 th November, 2017 Date Sunday, 26 th November, 2017 Time 2.30 P.M Time 10.00 A.M Venue Village Bhondsi, Tehsil -Sohna, Venue Village Bhondsi, Tehsil -Sohna, Gurgaon, Haryana -122102 Gurgaon, Haryana -122102 Meeting of Unsecured Creditors Meeting of Unsecured Creditors Date Sunday, 26 th November, 2017 Date Sunday, 26 th November, 2017
(ii) Time 12.00 Noon Venue Village Bhondsi, Tehsil -Sohna, Gurgaon, Haryana -122102 Details of the Companies including Time 11.00 A.M Venue Village Bhondsi, Tehsil -Sohna, Gurgaon, Haryana -122102 a. Corporation Identification Number (CIN) b. Permanent Account Number (PAN) c. Name of Company d. Date of Incorporation e. Type of Company L24239HR1993PLC032120 AAACL2068E Laurel Organics Limited (Transferee Company) 27th September, 1993 Listed Public Company. U24233HR2007PLC069240 AAECK6555F Kimia Biosciences Limited (Transferor Company) 5 th September,2007 Unlisted Public Company f. Registered Village Bhondsi, Tehsil Sohna, Village Bhondsi, Tehsil Sohna, Gurgaon, Office address Gurgaon, Haryana 122102, India Haryana 122102, India E-mail address laurelorganicslimited@gmail.com info@kimiabiosciences.com g. Summary of As per Para 16 of the As per Para 21 of the main object as Explanatory Statement. Explanatory Statement. per the memorandum of association; and main business carried on by the Company h. Details of change The Company was originallyincorporated under of name, The Company was originally the name of R. S. Pharma Plus Private Limited Registered Office and objects of the Company during the last five years incorporated under the name of Dolphin Organics Limited on 27th September, 1993 under the provisions of Companies Act, 1956 and had obtained certificate of on 5th September 2007 under the provisions of Companies Act, 1956 and certificate of Incorporation was obtained from RoC, NCT of Delhi & Haryana. Subsequently the name of the company was changed to
commencement of business on 19th October 1993. The name of Company was changed to its present name Laurel Organics Limited and fresh certificate of incorporation dated 19th April 1995 was issued by the RoC, NCT of Delhi & Haryana. At presentthe registered office of the Transferee Company is situated Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana 122102. The Equity Shares of the Company are Listed at BSE Limited. Kimia Biosciences Private Limited and a fresh certificate of incorporation was issued on 17th February, 2012 by the RoC, NCT of Delhi & Haryana. Thereafter, the company got converted in public company and the name was changed to its present name Kimia Biosciences Limited and fresh certificate of incorporation was issued on 6th June, 2016 by the RoC, NCT of Delhi & Haryana. The Registered office of the Transferor Company is presently situated at Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana 122102. I. Name of stock exchange(s) where securities of the company are listed, if applicable j. Details of capital structure Authorized, Issued, subscribed and paid-up share capital k. Names of the promoters and directors along with their addresses (iii) If the scheme of compromise or BSE Limited As per Para 14 of the Explanatory Statement and Clause 1.1of Para 3 of Part 1 of the Scheme. As per Para 35 and 37 of the Explanatory Statement N.A Unlisted As per Para 20 of the Explanatory Statement and Clause 1.2 of Para 3 of Part 1 of the Scheme. As per Para 36 and 38of the Explanatory Statement N.A
arrangement relates to more than one company, the fact and details of any relationship subsisting between such companies who are parties to such scheme of compromise or arrangement, including holding, subsidiary or associate companies (iv) The date of board meeting at which the scheme was approved by the board of directors The meeting was attended by all the Directors and the resolution was passed on August 02, 2016, who all were voted in favour of the resolution. The meeting was attended by all the Directors and the resolution was passed on August 02, 2016, who all were voted in favour of the resolution. including the name of directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution (v) Explanatory Statement disclosing details of the scheme of compromise or arrangement including:- a. Parties involved in such Laurel Organics Limited (Transferee Company) Kimia Biosciences Limited (Transferor Company)
compromise or arrangement b. In case of amalgamation or merger, appointed Date, effective date, share exchange ratio and other consideration if any. Appointed Date 1 st April, 2016 Effective Date Share Exchange Ratio and other considerations, if any. c. Summary of Valuation report (if applicable) including basis of valuation and fairness opinion of the registered valuer, if any, and the declaration that thevaluation report is available for inspection at registered office of the Company d. Details of capital or debt restructuring, if The last of the dates on which the certified or authenticated copy of the orders of the NCLT sanctioning the scheme are filed with the Registrar of Companies by the Transferor Companies and the Transferee Company. Not Applicable being a Transferee Company 990 (Nine Hundred Ninety) Equity shares of Re. 1 (Rupee One) each and 590 (Five Hundred Ninety) Compulsory Convertible Preference Shares of Re. 1 (Rupee One) each in Transferee Company for every 100 (One Hundred) Equity shares of face value of Rs.10/- (Rupee Ten) Refer Annexure 2 for Valuation Report; Refer Annexure - 2for Valuation and Annexure - 3for fairness opinion. Report The same are available for inspection at the The same are available for inspection at Registered Office of the Company on all working days between 11 a.m. to 5.00 p.m. the Registered Office of the Company on all working days between 11 a.m. to 5.00 p.m. The management of the Transferee company has found it appropriate to cancel certain part of the aforesaid accumulated losses by reducing the equity share capital of the Company. Thus, in the benefit of the Transferee Company and the other Company being the part of
any this Scheme and their shareholders and to give correct position of the Net Worth the Board of Directors of the Transferee Company have decided to write-off certain portion of accumulated past losses against 90% of its paid-up equity capital by altering the face value of paid up equity share capital and authorized equity share capital from Rs. 10 (Rupees Ten) to Re. 1 (Rupee One) and thereafter amalgamation of the transferor company with the transferee company. Upon such cancellation of the paid up equity share capital, the management has also found it appropriate to alter the face value of authorized equity share capital to Re. 1 (Rupee One). e. Rationale for the Refer Clause Cto the Preamble of the Scheme. compromise or Also refer Para 22 of the Explanatory Statement. arrangement f. Benefits of the As provided in the rationale for Amalgamation in Clause Cto the Preamble of the Scheme compromise or and arrangement as As stated in Para 22 of the Explanatory Statement. perceived by the Board of directors to the company, members, creditors and others (as applicable) g. Amount due to unsecured Creditors as of 30 th June, 2017 Rs. 22,93,48,032/- (Rupees Twenty Two Crores Ninety Three Lacs Forty Eight Thousand and Thirty Two only) Rs. 28,26,07,970/-(Rupees Twenty Eight Crores Twenty Six Lacs Seven Thousand Nine Hundred and Seventy Only) (vi) Disclosure about effect of the compromise or arrangement on Key No effect Shall cease to be KMPs Managerial personnel (KMP) (other than Directors) Directors No effect Shall cease to be directors Promoters Promoters holding will increase from 50.48% Shall cease to be promoters
to 74.94% after sanction of the Scheme. Non-promoter members Depositors Non promoters holdings will decrease from 49.52% to 25.06% after sanction of the scheme. No Effect as none of the Companies have accepted any deposits Direct shareholding in the Transferee Company as per share exchange ratio. Creditors No Effect Creditors shall become the creditors of the TransfereeCompany and paid off in the ordinary course of business. Inter-company creditors would get cancelled if any. Debenture No Effect as none of the Companies have issued any debentures. holders Deposit Trustee Debenture Trustee & No Effect as none of the Companies have any Deposit or Debenture Trustees. Employees of the Company No Effect No Effect as employees, will become the employees of the Transferee Company without interruption of service. (vii) Disclosure about effect of compromise or arrangement on material interest of Directors, Key Managerial Personnel (KMP) and debenture trustee Directors Key Managerial personnel Debenture Trustee (viii) Investigation or proceedings, if any, against company pending under the Act the No material effect of arrangement and amalgamation No material effect of arrangement and amalgamation Not Applicable None (ix) details of the availability of the following documents for obtaining extract from or for making or obtaining copies of or inspection by the members and creditors, namely: a. Latest Audited Financial Audited Financial statement as on 31st March, 2017 of the Transferee Company and Transferor Company are marked as Annexure 8 and Annexure 9.
Statements of the Company including consolidated financial statements b. Copy of the order of Tribunal in pursuance of which the meeting is to be convened or has been dispensed with. c. Copy of scheme of Compromise or Arrangement Further, Audited Financial statement as on 31st March, 2017 of the Transferee Company and Transferor Company are also available at Registered Office of the Transferee Company between 11:00 a.m. to 05:00 p.m. on all working days. Available at Registered Office of the Transferor Company between 11:00 a.m. to 05:00 p.m. on all working days. Enclosed as Annexure - 1 to this Notice Available at Registered Office of the Transferor Company between 11:00 a.m. to 05:00 p.m. on all working days. d. Contracts or Agreements material to the compromise or arrangement e. The certificate issued by the Auditor of the Company to the effect that the accounting treatment, if any, proposed in the scheme of compromise or arrangement is in conformity with There were no contracts or agreement material to the Scheme of Arrangement and Amalgamation. Available at Registered Office of the Applicant Company between 11:00 a.m. to 05:00 p.m. on all working days.
the Accounting Standards prescribed under Section 133 of the Companies Act, 2013; and f. Such other information or documents as the Board or Management believes necessary and relevant for making decision things for or against the scheme (x) Details of approvals, sanctions or noobjection(s), if any, from regulatory or any other governmental authorities required, received or pending for the proposed scheme of compromise or arrangement (xi) A statement to the effect that the persons to whom None No Objection Certificate in the form of Observation Letters received from BSE Limited on Not Applicable 23 rd January, 2017. Notice under Section 230(5) of the Companies Act, 2013 is being given to: (i) The Central Government, through the Regional Director, Northern Region; (ii) The Registrar of Companies; (iii) Commissioner of Income-Tax within whose jurisdiction the applicant companies are assessed by mentioning the PAN numbers of both the companies; (iv) The Official Liquidator. ; (v) The Securities and Exchange Board of India; (vi) BSE; Members to whom the Notice is sent may vote in the meeting either in person or by proxies, or where applicable, by voting through electronic means
the notice is sent may vote in the meeting either in person or by proxies, or where applicable, by voting through electronic means 38. Inspection Documents I. Inspection of the following documents may be had at the Registered Office of Kimia Biosciences Limited(Transferor Company) at Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana 122102, India on all working days between 11.00 A.M. and 5.00 P.M. and the same is displayed on Company s websiteww.kimiabiosciences.com a. Copy of the order passed by the National Company Law Tribunal, Bench at Chandigarh in Application made by Transferor Company and Transferee Company under Company Application Company Application (CAA) No. 15/ Chd/Hry/ 2017, interalia, convening the meetings of the equity shareholders and Unsecured Creditors of the Transferee Company and Meeting of secured and unsecured creditors of the Transferor Company; b. Copy of Company Application (CAA) No. 15/ Chd/Hry/ 2017, along with Annexure filled by Transferor Company and Transferee Company before NCLT; c. Copies of Memorandum and Articles of Association of Transferor Company and Transferee Company; d. Copies of Audited financial of Transferor Company and Transferee Company for the financial years ended on 31 st March, 2017; e. Copy of the Supplementary Financial Statement of the Transferor Company and the Transferee Company, respectively, for the period ended 30 th June, 2017; f. Register of Director s Shareholding of Transferor Company and Transferee Company; g. Copy of the Valuation Report dated August 02, 2016 - issued by AARA & Company, Chartered Accountants to the Board of Directors of Transferee Company and Transferor Company. h. Copy of the Fairness Opinion dated August 02, 2016- issued by SEBI Registered Category-I Merchant Banker, Corporate Professionals Capital Private Limited to the Board of Directors of Transferee Company and Transferor Companies;
i. Copy of the Statutory Auditors certificate dated September 08, 2016 issued by M/s. A. K. Jalan & Associates (FRN: 500107N)Chartered Accountants to the Transferee Company confirming scheme f arrangement is in compliance with accounting standard; j. Copy of complaints report dated October 21, 2016, submitted by the Transferee Company to BSE Limited; k. Copy of the Audit Committee Report dated August 02, 2016of Transferee Company; l. Copy of the Board Resolutions passed by the respective Board of Directors of the Transferee Company and Transferor Company dated August 02, 2016; m. Copy of the Observation Letters dated January 23, 2017,received from the BSE Limited; n. Copy of the Scheme; and o. Copy of the Reports dated August 23, 2017 adopted by the Board of Directors of the Transferor Company and the Transferee Company, respectively, pursuant to the provisions of Section 232(2)(c) of the Act. A copy of the Scheme, Explanatory Statement and Postal Ballot Form may be obtained from the Registered Office of Kimia Biosciences Limited at Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana 122102. After the Scheme is approved by the Unsecured Creditors of the Transferor Company, it will be subject to the approval/ sanction of the National Company Law Tribunal, Bench at Chandigarh. Dated: 24 th day of October, 2017 Place: Gurgaon Sd/- Mr. Justice (Retd.) A.N Jindal, Chairman for the Tribunal Convened Meeting of Unsecured Creditors of Kimia Biosciences Limited Sd/- SAMEER GOEL DIRECTOR Authorized Representative of Kimia Biosciences Limited As per directions of NCLT for Convened Meeting of Unsecured Creditors of Kimia Biosciences Limited
Annexure-I SCHEME OF ARRANGEMENT AMONG KIMIA BIOSCIENCES LIMITED AND LAUREL ORGANICS LIMITED AND THEIR SHAREHOLDERS FOR AMALGAMATION OF KIMIA BIOSCIENCES LIMITED WITH LAUREL ORGANICS LIMITED 42
Parts of the Scheme: 1. Part I - This part of Scheme contains general provisions applicable as used in this Scheme including definitions and capital structure of companies involved in amalgamation. 2. Part II - This part of Scheme contains the provisions relating to Re- organisation of Share Capital of Laurel Organics Limited, pursuant to the Scheme. 3. Part III - This part of scheme contains amalgamation i.e. transfer and vesting of undertakings of Kimia Biosciences Limited into Laurel Organics Limited; 4. Part IV - This part of scheme contains manner of issue of consideration against the present scheme of amalgamation including swap ratio and the accounting methodology adopted for the amalgamation. 5. Part V - This part of scheme contains miscellaneous provisions i.e. application/petition to Hon'ble High Court and conditionality of scheme. 43
SCHEME OF ARRANGEMENT UNDER SECTIONS 391 & 394 OF THE COMPANIES ACT, 1956 (OR ANY CORRESPONDING PROVISION OF THE COMPANIES ACT, 2013) AMONG KIMIA BIOSCIENCES LIMITED AND LAUREL ORGANICS LIMITED AND THEIR SHAREHOLDERS [For Re- organization of Share Capital of LAUREL ORGANICS LIMITED and amalgamation of KIMIA BIOSCIENCES LIMITED with LAUREL ORGANICS LIMITED under Section 391 read with Section 394 of the Companies Act, 1956 (or any corresponding provisions of the Companies Act, 2013)] PREAMBLE A. AN OVERVIEW OF COMPOSITE SCHEME OF ARRANGEMENT The transferee company, i.e. Laurel Organics Limited, is a listed Company and was earlier engaged in the business of manufacturing of generic bulk drugs, however, the company from last several years is not carrying any such business activities and have been running into losses. The transferor company, i.e., Kimia Biosciences Limited, is engaged in the business of manufacturing and trading of pharmaceuticals products specifically bulk drugs. The Transferor Company through Share Purchase Agreement (SPA) had acquired 3,629,500 (Thirty Six Lacs Twenty Nine Thousand and Five Hundred) from the then Promoters of the Company and has given open offer in accordance with SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011, wherein it acquired 98,600 (Ninety Eight Thousand and Six Hundred) from its shareholders. The shares acquired through SPA have not been transferred in the names of the Transferor Company due to the General Order of SEBI dated 20th July, 2015. These shares would be transferred in the name of the Transferor Company on September 08, 2016. Pursuant to above, collectively, the holding of Transferor Company in the Transferee Company would become 50.48%. Also, pursuant to above open offer, the control of the transferee company had been duly changed. This scheme of arrangement has been designed to internally reorganize the capital structure of the transferee company by cancelling its 90% of paid up equity share capital against certain portion of losses and amalgamation of the transferor company with the transferee company to strengthen the consolidated financials of the transferee company and create a larger and stronger entity, which will have better resources for business growth and expansion. B. BACKGROUND AND DESCRIPTION OF COMPANIES 1. LAUREL ORGANICS LIMITED (herein after referred to as 'Transferee Company' or 'LOL'), bearing CIN L24239HR1993PLC032120 was originally incorporated under the name of "Dolphin Organics Limited" on 27th September, 1993 under the provisions of Companies Act, 1956 and had obtained certificate of commencement of business on 19th October 1993. The name of Ccompany was changed to its present name Laurel Organics Limited and fresh certificate of incorporation dated 19th April 1995 was issued by the RoC, NCT of Delhi & Haryana. The registered office of the Company is situated Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana - 122102. The Equity Shares of the Company are Listed at BSE Limited and Ahmedabad Stock Exchange Limited. The shares of the Company were also listed on Delhi Stock Exchange Limited, Madras Stock Exchange Limited and Jaipur Stock Exchange Limited, however, the SEBI through its orders has derecognized these stock exchange(s) and has withdrawn their recognitions. 2. KIMIA BIOSCIENCES LIMITED (herein after referred to 'Transferor Company' or 'KBL'), bearing CIN U24233DL2007PTC167770 was originally incorporated under the name of "R. S. Pharma Plus Private Limited on 5th September 2007 under the provisions of Companies 44
Act, 1956 and certificate of Incorporation was obtained from RoC, NCT of Delhi & Haryana. Subsequently the name of the company was changed to Kimia Biosciences Private Limited and a fresh certificate of incorporation was issued on 17th February 2012 by the RoC, NCT of Delhi & Haryana. Thereafter, the company got converted in public company and the name was changed to its present name Kimia Biosciences Limited and fresh certificate of incorporation was issued on 6th June. 2016 by the RoC, NCT of Delhi & Haryana. The registered office of the transferor company is presently situated at C-52, Rohit Kunj, Pitampura, Delhi -110034, however, the company has already filed the application before Regional Director for shifting of its registered office to Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana - 122102. C. THE SCHEME AND ITS RATIONALE The Scheme is broadly divided into two parts - (1) Internal Reorganization of Share Capital of the transferee company and (2) Amalgamation of the Transferor Company with transferee company. The reorganization of share capital will allow the transferee company to restructure its equity share capital by writing-off certain portion off of accumulated past losses against 90% of its paid-up equity share capital. The reduction in share capital and proportionate writing off of accumulated loss shall portray the true financial position of the transferee company into the books. Further, the amalgamation of the transferor company will strengthen the balance sheet of the transferee company and shall create a larger and stronger entity, which will have better resources for business growth and expansion. The scheme of arrangement shall provide a running and profitable business to the transferee company which has growth potential and shall also provide the shareholders of transferor company liquidity through listing and hence there is significant synergy for consolidation of the two entities. The other benefits likely to arise through the proposed arrangement are as follows: I. Optimum and efficient utilization of capital, resources, assets and facilities; II. III. IV. Enhancement of competitive strengths including financial resources; Consolidation of businesses and enhancement of economic value addition and shareholder value; Obtaining synergy benefits; V. Better management and focus on growing the businesses. VI. The amalgamation would result in reduction of overheads, administrative, managerial and other expenditure and bring about operational rationalization, efficiency and optimum utilization of various resources. VII. A larger growing company will mean enhanced financial and growth prospects for the people and organization connected therewith, and will be in public interest. The amalgamation will conducive for better and more efficient and economical control over the business and financial conduct of the Companies D. Due to the aforesaid rationale, it is considered desirable and expedient to enter into this scheme of arrangement for financial reorganization of the transferee company and to amalgamate the transferor company with the transferee company and in consideration thereof issue Equity Shares and Compulsorily Convertible Preference Shares (CCPS) of the transferee company to the shareholders of transferor company in accordance with this Scheme, pursuant to Section 394 and other relevant provisions of the Companies Act, 1956 or any corresponding provisions of the Companies Act, 2013. E. The amalgamation of the transferor company with the transferee company, pursuant to and in accordance with this Scheme, under Section 394 and other relevant provisions of the Companies Act, 1956, and applicable provisions of Companies Act, 2013 shall take place with effect from the Appointed Date and shall be in compliance with Section 2(1B) of the Income Tax Act, 1961. 45
PART-I GENERAL PROVISIONS 1. DEFINITIONS: In this Scheme, unless repugnant to the subject or context or meaning thereof, the following expressions shall have the meanings as set out herein below: 1.1. 'Act': means the Companies Act, 1956, and applicable provisions of Companies Act, 2013 and will include any statutory modifications, re-enactments or amendments thereof and also mean and refer to corresponding sections of Companies Act, 2013 as and when such corresponding sections are notified in the official gazette by the Central Government. 1.2. 'Appointed Date': means 1st April 2016, being the date with effect from which the Scheme shall be applicable or such other date as may be approved by the Hon'ble High Court. 1.3. 'Board' or 'Board of Directors': shall have the same meaning as under the Act. 1.4. 'CCPS': means Compulsorily Convertible Preference Shares. 1.5. 'Effective Date': means the date on which certified copy of the order of the Hon'ble High Court(s) under Sections 391 and 394 of the Act sanctioning the Scheme is filed with the Registrar of Companies after obtaining the sanctions, orders or approvals referred to in Clause 2 of PART-V of this Scheme. References in this Scheme to the date of "Upon the Scheme becoming effective" or "effectiveness of this Scheme" shall mean the Effective Date. 1.6. 'High Court': means the Hon'ble High Court of Punjab and Haryana at Chandigarh and shall include National Company Law Tribunal ("NCLT"), or any other appropriate forum or authority empowered to approve the Scheme as per the law for the time being in force. 1.7. 'Listing Regulations': means SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 1.8. 'Scheme': means this Scheme of Arrangement for reorganization the Share Capital of transferee company and thereof amalgamation of transferor company with the transferee company and their respective shareholders as approved by the Board of Directors of both the Companies, in its present form and with any modifications as may be approved by the Hon'ble High Court. 1.9. 'Transferee Company' or 'Laurel Organics Limited' or 'LOL' shall mean Laurel Organics Limited, a Company incorporated under the provisions of Companies Act, 1956 having its Registered Office at Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana - 122102. 1.10. 'Transferor Company' or 'Kimia Biosciences Limited' or 'KBPL' shall mean Kimia Biosciences Limited, a Company incorporated under the provisions of Companies Act, 1956 having its Registered Office at C-52, Rohit Kunj, Pitampura, Delhi -110034. 1.11. 'Record Date': means such date following the Effective Date as may be fixed by the Board of Directors of the transferee company to whom shares of the Transferee Company will be allotted pursuant to this Scheme. 1.12. 'Registrar of Companies' or 'RoC': means the Registrar of Companies for NCT of Delhi & Haryana at New Delhi. 46
2. DATE OF EFFECT AND OPERATIVE DATE: The scheme set out herein in its present form or with any modification (s), if any made as per Clause 3 of PART-V of this Scheme shall be effective from the Appointed Date but shall be operative from Effective Date. 3. CAPITAL STRUCTURE: The Capital Structure of transferee company and transferor company as on appointed date i.e. 1st April, 2016 and immediately before implementation of the scheme are as under: 1.1. LAUREL ORGANICS LIMITED Particulars Amount (Rs.) Authorized Share Capital 73,85,000 Equity Shares of Rs. 10 each 7,38,50,000.00 40,00,000 0.1% Redeemable Non - Convertible Cumulative 4,00,00,000.00 Preference Shares of Rs. 10 each Issued, Subscribed and Paid up Share Capital 73,85,000 Equity Shares of Rs. 10/-each 7,38,50,000.00 The Company on 17th May, 2016 has allotted 4,000,000 (Forty Lacs) 0.1% Redeemable Non - Convertible Cumulative Preference Shares of face value of Rs. 10 each fully paid up amounting to Rs. 40,000,000 (Rupees Four Crore). 1.2. KIMIA BIOSCIENCES LIMITED Particulars Amount (Rs.) Authorized Share Capital 50,00,000 Equity Shares of Rs. 10/- Each 5,00,00,000.00 Issued, Subscribed and Paid up Share Capital 11,04,800 Shares of Rs. 10/- each 1,10,48,000.00 There is no change in the Capital structure of the transferor company since Appointed Date. PART II REORGANISATION & REDUCTION OF CAPITAL 1. Laurel Organics Limited (Transferee Company) was incorporated on 27th September, 1993 under the provisions of Companies Act, 1956. The Capital Structure of the Company as on the date of approval of the Board is as follows: Particulars Amount (Rs.) Authorized Share Capital 73,85,000 Equity Shares of Rs. 10 each 7,38,50,000.00 40,00,000 0.1% Redeemable Non - Convertible Cumulative 4,00,00,000.00 Preference Shares of Rs. 10 each Issued, Subscribed and Paid up Share Capital 73,85,000 Equity Shares of Rs. 10/-each 7,38,50,000.00 40,00,000 0.1% Non- Convertible Cumulative Preference 4,00,00,000.00 Shares of Rs. 10 each 2. Article 4A of the Articles of Association of the Transferee Company provides that subject to the provisions of Section 100 to 104 of the Companies Act, 1956 or any corresponding provisions of the Companies Act, 2013 (to the extend notified), the Company may, reduce its capital on such terms and conditions as shall be agreed. 47
3. The Transferee Company was not performing well in past and has incurred losses which are accumulated and standing in the balance sheet of the Company and hence the equity capital of the Company is not giving the true position of Company's Net Worth. While entering in this scheme of arrangement, the management of company has found it appropriate to cancel certain part of the aforesaid accumulated losses by reducing the equity share capital of the Company. Thus, in the benefit of the Transferee Company and the other Company being the part of this Scheme and their shareholders and to give correct position of the Net Worth the Board of Directors of the Transferee Company have decided to write-off certain portion of accumulated past losses against 90% of its paid-up equity capital by altering the face value of paid up equity share capital and authorized equity share capital from Rs. 10 (Rupees Ten) to Re. 1 (Rupee One) and thereafter amalgamation of the transferor company with the transferee company. Upon such cancellation of the paid up equity share capital, the management has also found it appropriate to alter the face value of authorized equity share capital to Re. 1 (Rupee One). 4. In accordance with above and pursuant to the reorganization and cancellation of aforesaid paid up equity share capital, the authorized equity share capital would be revised to Rs. 7,38,50,000 (Rupees Seven Crores Thirty Eight Lacs and Fifty Thousand) divided into 7,38,50,000 (Seven Crore Thirty Eight Lacs and Fifty Thousand) equity shares of Re. 1/- (Rupee One) each and the issued, subscribed and paid-up equity share capital shall stand reduced to Rs. 73,85,000 (Rupees Seventy Three Lacs Eighty Five Thousand) divided into 73,85,000 (Rupees Seventy Three Lacs Eighty Five Thousand) equity shares of Re. 1/- (Rupee One) each and 5. Approval of the Scheme pursuant to section 391-394 of the Companies Act, 1956 or any corresponding provisions of the Companies Act, 2013 (to the extend notified) shall also be deemed to be the approval under section 100 to 105 of the Companies Act, 1956 or any corresponding provisions of the Companies Act, 2013 (to the extend notified) for reduction and cancellation of shares of the Transferee Company. PART-III AMALGAMATION, TRANSFER & VESTING OF UNDERTAKING 1. With effect from the Appointed Date and upon the Scheme becoming effective, the entire business and the whole of the undertaking(s), properties and liabilities of Transferor Company shall, in terms of Section 391 and 394 and applicable provisions, if any, of the Companies Act 1956 or any corresponding provision of Companies Act,2013 (to the extend notified), and pursuant to the orders of the High Court or other appropriate authority or forum, if any, sanctioning the Scheme, without any further act, instrument, deed, matter or thing, stand transferred and vested in and/ or deemed to be transferred to and vested in Transferee Company as a going concern so as to become the undertaking(s), properties and liabilities of Transferee Company. 2. With effect from the Appointed Date and upon the Scheme becoming effective, the entire business and undertaking of Transferor Company shall stand transferred to and be vested in Transferee Company without any further deed or act, together with all their properties, assets, rights, benefits and interest therein, subject to existing charges thereon in favour of banks and financial institutions, as the case may be, in the following manner: 3. TRANSFER OF ASSETS 3.1. With effect from the Appointed Date and upon the Scheme becoming effective all memberships, licenses, franchises, rights, privileges, permits, quotas, rights, entitlements, allotments, approvals, consents, concessions, trade mark licenses including application for registration of trade mark, patents, copyrights and their right to use available to Transferor Company as on appointed date or any which may be taken after the appointed date but till the effective date, shall get transferred to Transferee Company without any further instrument, deed or act or payment of any further fee, charge or securities. 48
3.2. With effect from the Appointed Date and upon the Scheme becoming effective all Certificate of Registrations as available with Transferor Company as on Appointed Date or any which may be taken by Transferor Company after the Appointed Date but till the Effective Date shall get transferred to Transferee Company without any further instrument, deed or act or payment of any further fee, charge or securities. 3.3. With effect from the Appointed Date and upon the Scheme becoming effective all the assets of Transferor Company as are movable in nature including, but not limited to, stock of goods, raw materials available in the market/ depots/ Godown/factories, sundry debtors, plants and equipments, outstanding loans and advances, insurance claims, advance tax, Minimum Alternate Tax (MAT) set-off rights, pre-paid taxes, levies/liabilities, CENVAT/VAT credits if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with Government, Semi-Government, local and other authorities and bodies, customers and other persons or any other assets otherwise capable of transfer by physical delivery would get transferred by physical delivery only and all others assets would get transferred by endorsement and delivery by vesting and recordable pursuant to this Scheme, shall stand vested in Transferee Company, and shall become the property and an integral part of Transferee Company without any further instrument, deed or act or payment of any further fee, charge or securities. 3.4. With effect from the Appointed Date and upon the Scheme becoming effective all incorporeal properties of Transferor Company as on Appointed Date or any which may be taken after the Appointed Date but till the Effective Date, shall get transferred to Transferee Company without any further instrument, deed or act or payment of any further fee, charge or securities. 3.5. With effect from the Appointed Date and upon the Scheme becoming effective, all immovable properties including but not limited to land and buildings or any other immovable properties of Transferor Company, whether freehold or leasehold, and any documents of title, rights and easements in relation thereto shall stand transferred to and be vested in Transferee Company, without any further instrument, deed or act or payment of any further fee, charge or securities either by the Transferor Company or Transferee Company. 3.6. With effect from the Appointed Date, Transferee Company shall be entitled to exercise all rights and privileges and be liable to pay ground rent, taxes and fulfill obligations, in relation to or applicable to such immovable properties. The mutation/substitution of the title to the immovable properties shall be made and duly recorded in the name of Transferee Company by the appropriate authorities pursuant to the sanction of the Scheme by the Hon'ble High Court and the Scheme becoming effective in accordance with the terms hereof. 3.7. With effect from the Appointed Date and upon the Scheme becoming effective, all contracts, deeds, bonds, agreements, schemes, arrangements and other instruments of whatsoever nature in relation to Transferor Company to which the Transferor Company are the party or to the benefit of which Transferor Company may be eligible, and which are subsisting or having effect immediately before the Effective Date, shall be in full force and effect against or in favor of Transferee Company and may be enforced as fully and effectually as if, instead of Transferor Company, Transferee Company had been a party or beneficiary or obligee thereto. 3.8. With effect from the appointed date and upon the Scheme becoming effective, all permits, quotas, rights, entitlements, licenses including those relating to trademarks, tenancies, patents, copyrights, privileges, software, powers, facilities of every kind and description of whatsoever nature in relation to Transferor Company to which Transferor Company is the party or to the benefit of which Transferor Company may be eligible and which are subsisting or having effect immediately before the effective date, shall be enforceable as fully and effectually as if, instead of Transferor Company, Transferee Company had been a party or beneficiary or obligee thereto. 49
3.9. With effect from the Appointed Date and upon the Scheme becoming effective, any statutory licenses, no-objection certificates, permissions or approvals or consents required to carry on operations of Transferor Company or granted to Transferor Company shall stand vested in or transferred to Transferee Company without further act or deed, and shall be appropriately transferred or assigned by the statutory authorities concerned therewith in favor of Transferee Company upon the vesting of Transferor Company Businesses and Undertakings pursuant to this Scheme. The benefit of all statutory and regulatory permissions, licenses, approvals and consents including the statutory licenses, permissions or approvals or consents required to carry on the operations of Transferor Company shall vest in and become available to Transferee Company pursuant to this scheme. 3.10. With effect from the Appointed Date and upon the Scheme becoming effective, all motor vehicles of any description whatsoever of Transferor Companies shall stand transferred to and be vested in the Transferee Company, and the appropriate Governmental and Registration Authorities shall substitute the name of Transferee Company in place of Transferor Companies, without any further instrument, deed or act or any further payment of fee, charge or securities. 4. TRANSFER OF LIABILITIES 4.1. With effect from the Appointed Date and upon the Scheme becoming effective, all debts, liabilities, contingent liabilities, duties and obligations, secured or unsecured, whether provided for or not in the books of accounts or disclosed in the balance sheets of Transferor Company, shall be deemed to be the debts, liabilities, contingent liabilities, duties and obligations of Transferee Company. 4.2. Without prejudice to the generality of the provisions contained herein, all loans raised after the Appointed Date but till the Effective Date and liabilities incurred by Transferor Companies after the Appointed Date but till the Effective Date for their operations shall be deemed to be of Transferee Company. 4.3. The transfer and vesting of the entire business and undertaking of Transferor Companies as aforesaid, shall be subject to the existing securities, charges and mortgages, if any, subsisting, over or in respect of the property and assets or any part thereof of Transferor Companies, as the case may be. Provided that the securities, charges and mortgages (if any subsisting) over and in respect of the part thereof, of Transferee Company shall continue with respect to such assets or part thereof and this Scheme shall not operate to enlarge such securities, charges or mortgages to the end and intent that such securities, charge and mortgage shall not extend or be deemed to extend, to any of the other assets of Transferor Companies vested in Transferee Company pursuant to the Scheme. Provided always that this Scheme shall not operate to enlarge the security for any loan, deposit or facility created by Transferor Companies which shall vest in Transferee Company by virtue of the amalgamation of Transferor Companies with Transferee Company and Transferee Company shall not be obliged to create any further or additional security there for after the amalgamation has become operative. 4.4. Transferee Company will, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required under any law or otherwise, execute deeds of confirmation or other writings or arrangements with any party to any contract or arrangements in relation to Transferor Companies to which Transferor Company are parties, in order to give formal effect to the above provisions. Transferee Company shall, under the provisions of this Scheme, be deemed to be authorized to execute any such writings on behalf of Transferor Companies and to carry out or perform all such formalities or compliances referred to above on part of Transferor Companies. 50
4.5. Loans or other obligations, if any, due either between Transferee Company and Transferor Companies or amongst transferor companies shall stand discharged and there shall be no liability in that behalf. In so far as any securities, debentures or notes issued by the Transferor Company and held by the Transferee Company and vice versa are concerned, the same shall, unless sold or transferred by holder of such securities, at any time prior to the Effective Date, stand cancelled and shall have no further effect. 5. LEGAL PROCEEDINGS 5.1. With effect from the Appointed Date, Transferee Company shall bear the burden and the benefits of any legal or other proceedings initiated by or against Transferor Companies. Provided however, all legal, administrative and other proceedings of whatsoever nature by or against Transferor Companies pending in any court or before any authority, judicial, quasi judicial or administrative, any adjudicating authority and/or arising after the Appointed Date and relating to Transferor Companies or its respective properties, assets, liabilities, duties and obligations shall be continued and/or enforced until the Effective Date by or against Transferor Companies; and from the Effective Date, shall be continued and enforced by or against Transferee Company in the same manner and to the same extent as would or might have been continued and enforced by or against Transferor Companies. 5.2. If any suit, appeal or other proceedings of whatever nature by or against Transferor Companies be pending, the same shall not abate, be discontinued or in any way be prejudicially affected by reason of the transfer of the Transferor Companies businesses and undertakings or of anything contained in this scheme but the proceedings may be continued, prosecuted and enforced by or against Transferee Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against Transferor Companies as if this Scheme had not been made. 6. EMPLOYEE MATTERS On occurrence of the Effective Date, all persons that were employed by Transferor Companies immediately before such date shall become employees of Transferee Company with the benefit of continuity of service on same terms and conditions as were applicable to such employees of Transferor Companies immediately prior to such transfer and without any break or interruption of service. Transferee Company undertakes to continue to abide by agreement/settlement, if any, entered into by Transferor Companies with any union/employee thereof. With regard to Provident Fund, Gratuity Fund, Superannuation fund or any other special fund or obligation created or existing for the benefit of such employees of Transferor Companies upon occurrence of the Effective Date, Transferee Company shall stand substituted for Transferor Company, for all purposes whatsoever relating to the obligation to make contributions to the said funds in accordance with the provisions of such schemes or funds in the respective trust deeds or other documents. The existing Provident Fund, Gratuity Fund and Superannuation Fund or obligations, if any, created by Transferor Companies for their employees shall be continued for the benefit of such employees on the same terms and conditions. With effect from the Effective Date, Transferee Company will make the necessary contributions for such transferred employees of Transferor Companies and deposit the same in Provident Fund, Gratuity Fund or Superannuation Fund or obligations, where applicable. It is the aim and intent of the Scheme that all the rights, duties, powers and obligations of Transferor Companies in relation to such schemes or funds shall become those of Transferee Company. 7. TAXATION AND OTHER MATTERS 7.1. With effect from the Appointed Date, all the profits or income accruing or arising to Transferor Companies, and all expenditure or losses arising or incurred by Transferor Companies shall, for all purposes, be treated (including all taxes, if any, paid or accruing in respect of any profits and income) and be deemed to be and accrue as the profits or income or as 51
the case may be, expenditure or losses (including taxes) of Transferee Company. Moreover, Transferee Company shall be entitled to revise its statutory returns relating to indirect taxes like sales tax/ service tax/excise, etc. and to claim refund/credits and/or set off all amounts under the relevant laws towards the transactions entered into by Transferee Company and Transferor Companies which may occur between the Appointed Date and the Effective Date. The rights to make such revisions in the sales tax returns and to claim refunds/credits are expressly reserved in favour of Transferee Company. 7.2. Transferee Company shall be entitled to revise its all Statutory returns relating to Direct taxes like Income Tax and Wealth Tax and to claim refunds/advance tax credits and/or set off the tax liabilities of Transferor Companies under the relevant laws and its rights to make such revisions in the statutory returns and to claim refunds, advance tax credits and/or set off the tax liabilities is expressly granted. 7.3. It is expressly clarified that with effect from the Appointed Date, all taxes payable by Transferor Companies including all or any refunds of the claims/tds Certificates shall be treated as the tax liability or refunds/claims/tds Certificates as the case may be of Transferee Company. 7.4. From the Effective Date and till such time as the name of the Transferee Company would get entered as the account holder in respect of all the bank accounts and demat accounts of Transferor Companies in the relevant bank's/dp's books and records, the Transferee Company shall be entitled to operate the bank/demat accounts of Transferor Companies in their existing names. 7.5. Since each of the permissions, approvals, consents, sanctions, remissions, special reservations, incentives, concessions and other authorizations of Transferor Companies shall stand transferred by the order of the High Court to Transferee Company, Transferee Company shall file the relevant intimations, for the record of the statutory authorities who shall take them on file, pursuant to the vesting orders of the sanctioning court. 8. Conduct of Business 8.1. With effect from the Appointed Date and till the Scheme come into effect: 8.1.1. Transferor Company shall be deemed to carry on all their businesses and activities and stand possessed of their properties and assets for and on account of and in trust for Transferee Company; and all the profits accruing to Transferor Company and all taxes thereon or gains or losses arising or incurred by them shall, for all purposes, be treated as and deemed to be the profits or losses, as the case may be, of Transferee Company. 8.1.2. Transferor Company shall carry on their businesses with reasonable diligence and in the same manner as they had been doing hitherto, and Transferor Company shall not alter or substantially expand their businesses except with the concurrence of Transferee Company. 8.1.3. Transferor Company shall not, without the written concurrence of Transferee Company, alienate charge or encumber any of their properties except in the ordinary course of business or pursuant to any pre-existing obligation undertaken prior to the date of acceptance of the Scheme by the Board of Directors of Transferee Company, as the case may be. 8.1.4. Transferor Company shall not vary or alter, except in the ordinary course of their business or pursuant to any pre-existing obligation undertaken prior to the date of acceptance of the Scheme by the Board of Directors of Transferee Company the terms and conditions of employment of any of its employees, nor shall it conclude settlement with any union or its employees except with the written concurrence of Transferee Company. 52
8.1.5. With effect from the Appointed Date, all debts, liabilities, duties and obligations of Transferor Company as on the close of business on the date preceding the Appointed Date, whether or not provided in their books and all liabilities which arise or accrue on or after the Appointed Date shall be deemed to be the debts, liabilities, duties and obligations of Transferee Company. 8.2. Upon the Scheme coming into effect, Transferee Company shall commence and carry on and shall be authorized to carry on the businesses carried on by Transferor Company. 8.3. For the purpose of giving effect to the vesting order passed under Sections 391 and 394 of the Companies Act, 1956 or any corresponding provisions of Companies Act, 2013 (to the extend notified) in respect of this Scheme by the Hon'ble High Court, Transferee Company shall, at any time pursuant to the orders on this Scheme, be entitled to get the recordal of the change in the legal right(s) upon the vesting of the Transferor Company businesses and undertakings in accordance with the provisions of Sections 391 and 394 of the Companies Act, 1956 or any corresponding provisions of Companies Act, 2013 (to the extend notified). Transferee Company shall be authorized to execute any pleadings; applications, forms, etc. as are required to remove any difficulties and carry out any formalities or compliance as are necessary for the implementation of this Scheme. PART- IV ISSUE OF SHARES & ACCOUNTING TREATMENT 1. REORGANISATION OF CAPITAL IN THE TRANSFEREE COMPANY 1.1. Issue of Shares in the Share Capital of Transferee Company; Upon this Scheme coming into effect and upon transfer and vesting of the business and undertaking of transferor company in transferee company, the consideration in respect of such transfer shall, subject to the provisions of the Scheme, be paid and satisfied by transferee company as follows: 1.1.1. Transferee Company, without further application, act or deed, shall issue and allot to each of the shareholders of Transferor Company (other than the shares already held therein immediately before the amalgamation by Transferee Company, its Nominee or Subsidiary Company), shares in proportion of 990 (Nine Hundred Ninety) Equity shares of face value of Re. 1 (Rupee One) each and 590 (Five Hundred Ninety) Compulsory Convertible Preference Shares of Re. 1 (Rupee One) each in Transferee Company for every 100 (One Hundred) Equity shares of face value of Rs.10/- (Rupee Ten) each held by them in Transferor Company pursuant to this Scheme of Amalgamation. 1.1.2. The CCPS issued and allotted under this Scheme, would have seniority with respect to dividends and proceeds from sale or dissolution from the Transferee Company and would be also eligible for proportionate declaration and distribution of dividend together with equity shares and shall be compulsorily convertible in the ratio of 1:1 at any time within a maximum period of five years, into the equity shares of face value of Re. 1 each. CCPS allotted under the Scheme, shall be converted into equity shares, in one or more tranches, within a maximum period of five years subject to condition that the conversion of CCPS does not breach the requirement of maintaining minimum public shareholding as per Regulation 38 of Listing Regulations. Any CCPS, remain outstanding for conversion upon completion of five years of allotment, shall be cancelled subject to the compliance of all the applicable laws at that time. 1.1.3. For arriving at the share exchange ratio as outlined above, the Companies have considered the Valuation Report submitted by an independent professional firm, M/s AARA & Company, Chartered Accountants. 53
1.1.4. Cross holding at the time of record date (if any), between Transferor Company and the Transferee Company, if not transferred prior to the Effective Date, shall get cancelled at the time of allotment of shares to the shareholders of Company by Transferee Company and the approval of Scheme by the Court under section 391 and 394 of the Companies Act, 1956 or any corresponding provisions of Companies Act, 2013 (to the extend notified) shall also be treated as approval under section 100 of the Act for reduction of capital pursuant to such cancellations. 1.1.5. Any fraction arising out of allotment of equity shares and CCPS as per clause 1.1.1 above shall be rounded off to the nearest round number. 1.1.6. The said Equity Shares in the capital of Transferee Company be issued to the shareholders of Transferor Company shall rank pari- passu in all respects, with the existing Equity shares in Transferee Company from the Appointed Date. Such shares in Transferee Company, to be issued to the shareholders of Transferor Company will, for all purposes, save as expressly provided otherwise, be deemed to have been held by each such member from the Appointed Date. 1.1.7. Upon the Scheme becoming effective and subject to the above provisions, the shareholders of Transferor Company (other than the shares already held therein immediately before the amalgamation by Transferee Company) as on the record date shall receive new share certificates. Upon the issue and allotment of new shares in the capital of Transferee Company to the shareholders of Transferor Company, the share certificates in relation to the shares held by them in Transferor Company shall be deemed to have been cancelled. All certificates for the new shares in the capital of Transferee Company shall be sent by Transferee Company to the said shareholders of Transferor Company at their respective registered addresses as appearing in the said registers (or in the case of joint holders to the address of that one of the joint holders whose name stands first in such Registers in respect of such joint holding) and Transferee Company shall not be responsible for any loss in transmission. Transferee Company shall provide an option to all the shareholders of transferor company to get the new equity shares in transferee company in dematerialized form and the shareholders of transferor company shall have right to opt for new shares in dematerialized form by giving written confirmation with required particulars of their demat accounts on or before the Record Date. 1.2. INCREASE IN AUTHORIZED SHARE CAPITAL 1.2.1. With effect from appointed date and upon the scheme becoming effective, without any further acts or deeds on the part of the transferor company or transferee company and notwithstanding anything contained in Section 61 of Companies Act, 2013, the Authorized Share capital of transferor Company as appearing in its Memorandum of Association on the Effective Date shall get clubbed with the Authorized Share Capital of the transferee company as appearing in its Memorandum of Association on the Effective Date and pursuant to this clubbing the Clause V of the Memorandum of Association of the transferee company shall stand altered to give effect to the same with effect from the Effective Date. The Face Value of Equity share shall remain same as of the transferee company after clubbing of Authorized Capital. Further, notwithstanding anything contained under section 61 of the Companies Act, 2013, the Clubbed Authorized Capital of Transferee Company shall be re-classified into Equity Share Capital, 0.1% Redeemable Non - Convertible Cumulative Preference Shares and Compulsory Convertible Preference Shares Capital on the effective date, and the Authorized Capital shall be as under: Equity Share Capital of Rs. 11,73,50,000 (Rupees Eleven Crore and Seventy Three Lacs and Fifty Thousand) divided into 11,73,50,000 (Eleven Crore and Seventy Three Lacs and Fifty Thousand) equity share of face value of Re. 1 (Rupee One) each. 54
0.1% Redeemable Non - Convertible Cumulative Preference Share Capital of Rs. 4,00,00,000 (Rupees Four Crore) divided into 40,00,000 (Forty Lacs) 0.1% Redeemable Non - Convertible Cumulative Preference Shares of Rs. 10 (Rupees Ten) each; Compulsory Convertible Preference Share Capital of Rs. 6,500,000 (Rupees Sixty Five Lacs) divided into 65,00,000 Compulsory Convertible Preference Shares of Re. 1 (Rupee One) each; 1.2.2. The filing fee and stamp duty already paid by the transferor company on its authorized share capital, which is being combined with the authorized share capital of the transferee company, shall be deemed to have been paid by the transferee company and accordingly, the transferee company shall not be required to pay any fee, additional fee, charges and/ or stamp duty on the authorized share capital so increased. 1.2.3. If required, the Transferee Company shall take necessary steps to increase its authorized share capital on or before the Effective Date so as to make it sufficient for allotment of shares and CCPS, to the shareholders of transferor company, in consideration of amalgamation after considering the combined authorized share capital of transferee company. 1.3. On approval of the Scheme by the shareholders of transferee company pursuant to Section 391-394 of the Companies Act, 1956 or any corresponding provisions of Companies Act, 2013, to the extend notified, it shall be deemed that the said shareholders have also accorded their consent under relevant Articles of the Articles of Association of the Company and Section 61 of Companies Act, 2013 or any other section as may be applicable for giving effect to the provisions contained in this Scheme. 1.4. The issue and allotment of Shares to Shareholders of Transferor Company, as provided in this Scheme, shall be deemed to be made in compliance with the procedure laid down under Section 62 of the Companies Act, 2013. 1.5. CHANGE IN NAME OF TRANSFEREE COMPANY 1.5.1. As per the arrangement the transferee company shall carry the business of transferor company and hence it is found expedient to replace the name of transferor company with the name of the transferee company. Hence, with effect from Effective Date, without any further acts or deeds on the part of the Transferee Company, name of transferee company shall be changed from "Laurel Organics Limited" with the name of the Transferor Company "Kimia Biosciences Limited". 1.5.2. On approval of the Scheme Section 391-394 of the Companies Act, 1956 or any corresponding provisions of the Companies Act, 2013, it shall be deemed that necessary compliances under section 13 of the Companies Act, 2013 for change of name and alteration in Memorandum of Association of Transferee Company. 2. ACCOUNTING TREATMENT FOR AMALGAMATION Upon the coming into effect of this Scheme, the amalgamation of the Transferor Companies with the Transferee Company shall be accounted for as per the "Accounting Standard 14: Accounting for Amalgamations" as prescribed in the Companies (Accounting Standards) Rules, 2006 issued by the Ministry of Corporate Affairs or the "Indian Accounting Standard (Ind AS) 103 for Business Combination" prescribed under section 133 of the Companies Act, 2013, as notified under the Companies (Indian Accounting Standard) Rules, 2015, (if applicable), as may be amended from time to time such that: 55
2.1. Transferee Company shall, record all the assets and liabilities, including Reserves of the Transferor Company vested in it pursuant to this Scheme, at their respective book values as appearing in the books of Transferor Company on the Appointed Date. 2.2. If at the time of amalgamation, Transferor Company and Transferee Company have conflicting accounting policies, a uniform accounting policy shall be adopted by Transferee Company following the amalgamation. The effect on the financial statements of any change in accounting policies shall be reported in accordance with Accounting Standard 5, 'Prior Period and Extraordinary Items and changes in accounting policies'. 2.3. Investment, if any, in the equity share capital of the Transferor Company by the Transferee Company as appearing in the books of accounts of Transferee Company or vice versa, if not transferred prior to the effective date, shall stand cancelled and there shall be no further obligation / outstanding in that behalf. 2.4. The loans and advance or payables or receivables of any kind, held inter-se, if any between Transferor Company and Transferee Company, as appearing in their respective books of accounts shall stand discharged prior to Effective Date. 2.5. The difference between the share capital issued by the Transferee Company and the net assets of the Transferor Company acquired would be adjusted in the consolidated reserves of the Transferee Company. Also, the difference, if any arising from the cancellation of cross-holdings (if any) shall also be adjusted in the consolidated reserves of the Transferee Company. 2.6. The accounting entries proposed in this Scheme shall be effected as a part of this Scheme and not under a separate process in terms of Section 78, 100 to 104 of the Companies Act, 1956 or Section 52 or any corresponding provisions under Companies Act, 2013, to the extend notified,as the same neither involves diminution of liability in respect of unpaid share capital of Transferee company nor any payment to any shareholder of the Transferee Company of any paid-up capital and the order of High Court sanctioning the Scheme shall be deemed to be a due compliance of the provisions of Sections 100 to 102 of the Companies Act. 1956 or any corresponding provisions of Companies Act, 2013, consequently. Consequently, the Transferee Company shall not be required to use the words "and reduced" as part of its corporate name. 3. LISTING AGREEMENT AND SEBI COMPLIANCES 3.1. Since the Transferee Company being a listed company, this Scheme is subject to the Compliances by the Transferee Company of all the requirements under the listing regulations and all statutory directives of the Securities Exchange Board of India ('SEBI') insofar as they relate to sanction and implementation of the Scheme. 3.2. The Transferee Company in compliance with the listing Regulations shall apply for the 'Observation Letter' of BSE Limited, where its shares are listed in terms of the Regulation 37 of the listing regulations. 3.3. The Transferee Company shall also comply with the directives of SEBI contained in the Circular No. CIR/CFD/CMD/16/2015 dated 30th November 2015; 3.4. As Para 9 of SEBI Circular No CIR/CFD/CMD/16/2015 dated 30th November 2015 is applicable to this Scheme, therefore it is provided in the Scheme that the Transferee Company will provide voting by the public shareholders through postal ballot and e- voting and will disclose all material facts in the explanatory statement, to be sent to the shareholders in relation to the said Resolution. 56
4. Saving of Concluded Transactions The transfer of properties and liabilities and the continuance of proceedings by or against Transferor Company as envisaged in above shall not affect any transaction or proceedings already concluded by Transferee Company on or before the Appointed Date and after the Appointed Date till the Effective Date, to the end and intent that Transferor Company accept and adopts all acts, deeds and things done and executed by Transferee Company in respect thereto as done and executed by Transferee Company in respect thereto as done and executed on behalf of itself. 5. Dissolution of Transferor Company On occurrence of the Effective Date, Transferor Company shall, without any further act or deed, shall stand dissolved without winding up. 1. Application/Petition to High Court: PART - V OTHER PROVISIONS 1.1. Transferor Company and Transferee Company shall, with all reasonable dispatch, make application/petition to the Hon'ble High Court, under Section 391 and other applicable provisions of the Act, or any corresponding provisions of the Companies Act, 2013 (to the extend notified), seeking orders for dispensing with or convening, holding and conducting of the meetings of the classes of their respective members and/or creditors and for sanctioning the Scheme with such modifications as may be approved by the Hon'ble High Court. 1.2. On the Scheme being agreed to by the requisite majorities of all the classes of the members and/or creditors of Transferor Company and Transferee Company shall, with all reasonable dispatch, apply to the Hon'ble High Court, for sanctioning the Scheme under Sections 391, 394 and other applicable provisions of the Companies Act 1956, or the corresponding provisions of the Companies Act, 2013 (to the extend notified), and for such other orders, as the said High Court may deem fit for carrying this Scheme into effect and for dissolution of Transferor Company without winding-up. 2. Conditionality of Scheme: The Scheme is conditional upon and subject to: 2.1. The Scheme being approved by the requisite majorities in number and value of such classes of persons including the Members and / or Creditors of the Transferor Companies and Transferee Company as may be directed by the Court or any other competent authority, as may be applicable. 2.2. As Para 9 of SEBI Circular No CIR/CFD/CMD/16/2015 dated 30th November 2015 is applicable to this Scheme, therefore it is provided in the Scheme that the Transferee Company will provide voting by the public shareholders through postal ballot and e- voting and will disclose all material facts in the explanatory statement, to be sent to the shareholders in relation to the said Resolution 2.3. As Para 9 of SEBI Circular No CIR/CFD/CMD/16/2015 dated 30th November 2015 is applicable to this Scheme, the Scheme shall be acted upon only if the votes cast by the public shareholders in favour of the Scheme are more than the number of votes cast by the public shareholders against it. 2.4. The Scheme being sanctioned by the Court or any other authority under Sections 391 to 394 of the Companies Act, 1956 or any corresponding provisions of the Companies Act, 2013 (to the extend notified) and to the necessary Order under Section 394 of the said 57
Companies Act, 1956 or any corresponding provisions of the Companies Act, 2013 (to the extend notified) being obtained. 2.5. Certified copies of the Orders of the Court sanctioning the Scheme being filed with the respective Registrar of Companies by the Transferor Company and Transferee Company; 2.6. The requisite, consent, approval or permission of the Central Government or any other statutory or regulatory authority, if any, which by law may be necessary for the implementation of this Scheme. 3. Modification or Amendment 3.1. Transferee Company (acting through its Board of Directors) and Transferor Company (acting through its respective Board of Directors) may assent to any modifications or amendments to this Scheme which the High Court(s) and/or other authorities may deem fit to direct or impose or which may otherwise be considered necessary or desirable for any question or doubt or difficulty that may arise for implementing and/or carrying out the scheme or which is generally in the benefit or interest of the shareholders and/or creditors. Transferee Company (acting through its Board of Directors) and Transferor Company (each acting through its respective Board of Directors) and after the dissolution of Transferor Company; Transferee Company (by its Board of directors) be and is hereby authorized to take such steps and do all acts, deeds and things as may be necessary, desirable or proper to give effect to this Scheme and to resolve any doubt, difficulties or questions whether by reason of any order(s) of the High Court(s) or of any directive or order(s) of any other authorities or otherwise howsoever arising out of, under or by virtue of this Scheme and/or any matters concerning or connected therewith. 3.2. Transferor Company and Transferee Company shall be at liberty to withdraw from this Scheme in case any condition or alteration imposed by the Hon'ble High Court or any other authority is not on terms acceptable to them. 3.3. In the event of this Scheme failing to take effect finally this Scheme shall become null and void and in that event 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 each Company shall bear its own costs or as may be mutually agreed. 4. General Terms and Conditions All costs, charges, fees, taxes including duties (including the stamp duty, if any, applicable in relation to this Scheme), levies and all other expenses, if any (save as expressly otherwise agreed) arising out of or incurred in carrying out and implementing the terms and conditions or provisions of this Scheme and matters incidental thereto shall be borne and paid by Transferee Company. All such costs, charges, fees, taxes, stamp duty including duties (excluding the stamp duty, if any, paid on this scheme which shall be pro rata added to the value of the immovable properties), levies and all other expenses, shall be debited to the Profit and Loss Account of Transferee Company. 58
59 Annexure-II
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SUMMARY OF VALUATION REPORT 1. BRIEF OF THE COMPANIES INVOLVED UNDER THIS AMALGAMATION 1.1. LAUREL ORGANICS LIMITED (herein after referred to as 'Transferee Company' or 'LOL'), bearing CIN L24239HR1993PLC032120 was originally incorporated under the name of "Dolphin Organics Limited" on 27th September, 1993 under the provisions of Companies Act, 1956 and had obtained certificate of commencement of business on 19th October 1993. The name of Ccompany was changed to its present name Laurel Organics Limited and fresh certificate of incorporation dated 19th April 1995 was issued by the RoC, NCT of Delhi & Haryana. The registered office of the Company is situated Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana - 122102. The Equity Shares of the Company are Listed at BSE Limited and Ahmedabad Stock Exchange Limited. The shares of the Company were also listed on Delhi Stock Exchange Limited, Madras Stock Exchange Limited and Jaipur Stock Exchange Limited, however, the SEBI through its orders has derecognized these stock exchange(s) and has withdrawn their recognitions. We understand that the company was earlier engaged in the business of manufacturing of generic bulk drugs however, the company from last several years is not carrying out any such business activities and have been running into losses. 1.2. 'Kimia Biosciences Limited' or 'KBL' or 'Transferor Company' bearing CIN U24233DL2007PTC167770 was originally incorporated under the name of "R. S. Pharma Plus Private Limited on 5th September 2007 under the provisions of Companies Act, 1956 and certificate of Incorporation was obtained from RoC, NCT of Delhi & Haryana. Subsequently the name of the company was changed to Kimia Biosciences Private Limited and a fresh certificate of incorporation was issued on 17th February 2012 by the RoC, NCT of Delhi & Haryana. Thereafter, the company got converted in public company and the name was changed to its present name Kimia Biosciences Limited and fresh certificate of incorporation was issued on 6th June. 2016 by the RoC, NCT of Delhi & Haryana. The registered office of the transferor company is presently situated at C-52, Rohit Kunj, Pitampura, Delhi -110034, however, the company has already filed the application before Regional Director for shifting of its registered office to Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana - 122102. KBL is engaged in the business of manufacturing and trading of pharmaceuticals products specifically bulk drugs. 2. SCHEME OF ARRANGEMENT The Scheme is broadly divided into two parts - (1) Internal Reorganization of Share Capital of the Transferee Company and (2) Amalgamation of the Transferor Company with Transferee Company. The reorganization of share capital will allow the transferee company to restructure its equity share capital by writing-off certain portion off of accumulated past losses against 90% of its paid-up equity share capital and pursuant to reduction, the face value of shares shall be reduced from Rs. 10 (Rupees Ten) to Re. 1 (Rupee One). The reduction in share capital and proportionate writing off of accumulated loss shall portray the true financial position of the transferee company into the books. Further, the amalgamation of the transferor company will strengthen the balance sheet of the transferee company and shall create a larger and stronger entity, which will have better resources for business growth and expansion. The scheme of arrangement shall provide a running and profitable business to the transferee company which has growth potential and shall also provide the shareholders of transferor company liquidity through listing and hence there is significant synergy for consolidation of the two entities. The other benefits likely to arise through the proposed arrangement are as follows: I. Optimum and efficient utilization of capital, resources, assets and facilities; II. III. IV. Enhancement of competitive strengths including financial resources; Consolidation of businesses and enhancement of economic value addition and shareholder value; Obtaining synergy benefits; V. Better management and focus on growing the businesses. VI. The amalgamation would result in reduction of overheads, administrative, managerial and other expenditure and bring about operational rationalization, efficiency and optimum utilization of various resources. 73
VII. A larger growing company will mean enhanced financial and growth prospects for the people and organization connected therewith, and will be in public interest. The amalgamation will conducive for better and more efficient and economical control over the business and financial conduct of the Companies 3. METHODS APPLIED FOR THE PURPOSE OF AMALGAMATION PRICE OF RECENT INVESTMENT (PORI):- The recent investment in the business is often taken as the base value if there are no substantial changes since the last investment. To arrive at the value of Transferee Company, valuer has applied this methodology in our valuation analysis as Transferor Company through SPA acquired 3,629,500 shares at a price of INR 3 per share from the then Promoters of the Transferee Company and has given open offer in accordance with SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011, wherein it acquired 98,600 from its shareholders at price of INR 3 /- per share. The above price represents the actual transaction value. Valuer has not considered PORI while valuing Transferor Company due to lack of any recent investment in Transferor Company. ASSET BASED METHOD:- Asset Based Method (NAV) views the business as a set of assets and liabilities that are used as building blocks to construct the base value of the company. This method is generally used to evaluate the entry barrier that exists in a business. For valuing the shares of "Transferor Company" valuer have applied Asset Based Method based on the basis of Audited Balance Sheet as on 31st March 2016, the same has not been considered while valuing the shares of the Transferee Company since the company is running into losses which have further eroded the Networth of the Company. Amount in INR Particulars Audited 31.03.2016 Share Capital 11,048,000.00 Reserves & Surplus 20,199,154.00 Net Worth 31,247,154.00 Number of shares 1,104,800 value per share 28.28 COMPARABLE COMPANIES MULTIPLE (CCM) METHOD:- Comparable Company Multiple (CCM) Method uses the valuation ratios of a publicly traded company and applies that ratio to the company being valued (after applying appropriate discount). The valuation ratio typically expresses the valuation as a function of a measure of financial performance or Book Value (e.g. Turnover, EBITDA, EBIT, EPS or Book Value). A key benefit of CCM analysis is that the methodology is based on the current market stock price. The current stock price is generally viewed as one of the best valuation metrics because markets are considered somewhat efficient. The difficulty here is in the selection of a comparable company since it is rare to find two or more companies with the same product portfolio, size, capital structure, business strategy, and profitability and accounting practices. Whereas no publicly traded company provides an identical match to the operations of a given company, important information can be drawn from the way similar enterprises are valued by public markets. For valuing shares of the Transferor Company valuer has considered comparable companies multiple method analysis, and valuer have taken the PE Multiple of listed peer companies as on 31.03.2016 and provided marketability discount 15% and then multiplied this with the profit as on 31.03.2016 to arrive at the Equity Value of the Transferor Company. 74
However, valuer has not considered comparable companies multiple method analysis for the purpose of valuation of the Transferee Company as the Company is running into losses. valuer has selected the Companies on the basis of the following parameters:- a. Business Model: - For peer group selection we have taken listed companies (Small / Mid Cap / Large Cap) on stock exchanges belonging to similar Industry and considered their PE Multiples as on 31.03.2016. b. Trade Volume: - Only those companies have been considered whose shares are frequently traded at the Stock Exchanges. Particulars Amount in INR PAT for FY16 5,588,404.76 Adjusted industry Multiple 11.26 Equity Value 62,946,194.48 Number of shares 1,104,800 Value per share 56.98 COMPUTATION OF FAIR VALUE:- Methodologies Applied KBL LOL Net Asset Value (NAV) 28.28 - Comparable Companies Multiple (CCM) 56.98 - Price of recent Investment (PORI) - 3.00 Weights Net Asset Value (NAV) 1 - Comparable Companies Multiple (CCM) 2 - Price of recent Investment (PORI) - 1 Weighted average value per share (INR) 47.41 3.00 Share Exchange Ratio 15.80 1 4. SHARE EXCHANGE RATIO On the basis of the above analysis, the Share Exchange Ratio (Post reduction) has been arrived at and accordingly equity shares of "LOL" (Transferee Company) shall be issued to the shareholders of "KBL" (Transferor Company) in the ratio mentioned below: "LOL" shall issue 990 (Nine Hundred Ninety) Equity shares of face value of Re. 1 (Rupee One) each and 590 (Five Hundred Ninety) Compulsory Convertible Preference Shares of Re. 1 (Rupee One) each in "LOL" for every 100 (One Hundred) Equity shares of face value of Rupees 10/- (Rupee Ten) each held by them in "KBL" pursuant to Scheme of Amalgamation. 75
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ADOPTION OF REPORT BY BOARD OF DIRECTORS OF LAUREL ORGANICS LIMITED IN ITS MEETING HELD ON WEDNESDAY, AUGUST 23, 2017 EXPLAINING THE EFFECT OF SCHEME ON EQUITY SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS OF THE COMPANY PURSUANT TO THE PROVISIONS OF SECTION 232(2)(c) OF THE COMPANIES ACT, 2013. 1. Background 1.1. The proposed Composite Scheme of Arrangement between Laurel Organics Limited ("LOL" or ''Transferee Company'') and Kimia Biosciences Limited ("KBL" or 'Transferor Company'') and their respective shareholders and creditors ("the Scheme") was approved by the Board of Directors of Transferee Company vide resolution dated August 02, 2016. Subsequent to the said date, provisions of Section 230 to 232 of the Companies Act, 2013, inter alia, governing amalgamation of companies have become operative with effect from 15th day of December 2016. Provisions of Section 232(2) (c) of the Companies Act, 2013 requires the Directors to adopt a report explaining the effect of arrangement and amalgamation on equity shareholders, key managerial personnel (KMPs), promoters and non-promoters shareholders of the Transferee Company laying out in particular the share exchange ratio and the same is required to be circulated to for the meeting(s) so ordered by the National Company Law Tribunal. 1.2. This report of the Board is accordingly being made in pursuance to the requirements of Section 232(2) (c) of the Companies Act, 2013. 1.3. The following documents were placed before the Board: 1.1.1. Draft Scheme duly initialed for the purpose of identification; 1.1.2. Joint Valuation Report dated August 02, 2016 of M/s. AARA & Company, Chartered Accountants ("the Valuers"), Independent Chartered Accountants describing the methodology adopted by them in arriving at the Share Entitlement Ratio ("Valuation Report"). 1.1.3. Fairness Opinion dated August 02, 2016 prepared by Corporate Professionals Capital Private Limited, a Category I Merchant Banker, providing the Fairness Opinion on the share exchange ratio ("Fairness Opinion") as recommended by M/s. AARA & Company, Chartered Accountants, the Valuers. 1.1.4. Report of the Audit Committee of the Board of Directors dated August 02, 2016. 1.1.5. Summary of the Joint Valuation/ Share Exchange Ratio report along with the basis of such valuation. 2. Effect of the Scheme of Arrangement as summarized below on equity shareholders (promoter shareholders), and KMPs of Transferee Company. 2.1. Under Part II of the Scheme, Transferee Company have decided to write-off certain portion of accumulated past losses against 90% of its paid-up equity capital by altering the face value of paid up equity share capital and authorized equity share capital from Rs. 10 (Rupees Ten) to Re. 1 (Rupee One). Upon the effectiveness of Part III of the Scheme, i.e. amalgamation of Transferor Company with Transferee Company, the Transferee Company shall allot 91 Annexure-VI
equity shares, based on the Share Exchange Ratio, as under and more particularly in the manner as stipulated in Part IV of the Scheme, to the equity shareholders of the Transferor Company: Transferee Company, without further application, act or deed, shall issue and allot to each of the shareholders of Transferor Company (other than the shares already held therein immediately before the amalgamation by Transferee Company, its Nominee or Subsidiary Company), shares in proportion of 990 (Nine Hundred Ninety) Equity shares of face value of Re. 1 (Rupee One) each and 590 (Five Hundred Ninety) Compulsory Convertible Preference Shares of Re. 1 (Rupee One) each in Transferee Company for every 100 (One Hundred) Equity shares of face value of Rs.10/- (Rupee Ten) each held by them in Transferor Company pursuant to this Scheme of Amalgamation. 2.2. Cross holding at the time of record date (if any), between Transferor Company and the Transferee Company, if not transferred prior to the Effective Date, shall get cancelled at the time of allotment of shares to the shareholders of Transferor Company by Transferee Company. 2.3. As far as the Shareholders of the Company are concerned (Promoter Shareholders as well as Non-Promoter Shareholders), on amalgamation of the Transferor Company with the Transferee Company, the promoter of the Transferor Company becomes the promoter of the Transferee Company and thus non-promoters holding in the Transferee Company will reduced from 49.52% to 25.06% after effectuation of the scheme of Arrangement. 2.4. The scheme would not have any effect on Key managerial personnel of Transferee Company. 2.5. No special valuation difficulties were reported. By order of the Board. For Laurel Organics Limited Sd/- 92
ADOPTION OF REPORT BY BOARD OF DIRECTORS OF KIMIA BIOSCIENCES LIMITED IN ITS MEETING HELD ON WEDNESDAY, AUGUST 23, 2017 EXPLAINING THE EFFECT OF SCHEME ON EQUITY SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS OF THE COMPANY PURSUANT TO THE PROVISIONS OF SECTION 232(2)(c) OF THE COMPANIES ACT, 2013. 1. Background 1.1. The proposed Composite Scheme of Arrangement between Kimia Biosciences Limited ("KML" or 'Transferor Company'') and Laurel Organics Limited ("LOL" or ''Transferee Company'') and their respective shareholders and creditors ("the Scheme") was approved by the Board of Directors of Transferor Company vide resolution dated August 02, 2016 Subsequent to the said date, provisions of Section 230 to 232 of the Companies Act, 2013, inter alia, governing amalgamation of companies have become operative with effect from 15th day of December 2016. Provisions of Section 232(2) (c) of the Companies Act, 2013 requires the Directors to adopt a report explaining the effect of arrangement and amalgamation on equity shareholders, key managerial personnel (KMPs), promoters and non-promoters shareholders of the Transferor Company laying out in particular the share exchange ratio and the same is required to be circulated to for the meeting(s) so ordered by the National Company Law Tribunal. 1.2. This report of the Board is accordingly being made in pursuance to the requirements of Section 232(2) (c) of the Companies Act, 2013. 1.3. The following documents were placed before the Board: 1.3.1. Draft Scheme duly initialed by Company Secretary for the purpose of identification; 1.3.2. Joint Valuation Report dated August 02, 2016 of M/s. AARA & Company, Chartered Accountants ("the Valuers"), Independent Chartered Accountants describing the methodology adopted by them in arriving at the Share Entitlement Ratio ("Valuation Report"). 1.3.3. Fairness Opinion dated August 02, 2016 prepared by Corporate Professionals Capital Private Limited, a Category I Merchant Banker, providing the Fairness Opinion on the share exchange ratio ("Fairness Opinion") as recommended by M/s.AARA & Company, Chartered Accountants, the Valuers. 1.3.4. Summary of the Joint Valuation/ Share Exchange Ratio report along with the basis of such valuation. 2. Effect of the Scheme of Arrangement as summarized below on equity shareholders (promoter shareholders), employees and KMPs of Transferor Company. 2.1. Under Part II of the Scheme, Transferee Company have decided to write-off certain portion of accumulated past losses against 90% of its paid-up equity capital by altering the face value of paid up equity share capital and authorized equity share capital from Rs. 10 (Rupees Ten) to Re. 1 (Rupee One). Upon the effectiveness of Part III of the Scheme, i.e. amalgamation of Transferor Company with Transferee Company, the Transferee Company shall allot equity shares, based on the Share Exchange Ratio, as under and more particularly in the manner as stipulated in Part IV of the Scheme, to the equity shareholders of the Transferor Company: 93 Annexure-VII
Transferee Company, without further application, act or deed, shall issue and allot to each of the shareholders of Transferor Company (other than the shares already held therein immediately before the amalgamation by Transferee Company, its Nominee or Subsidiary Company), shares in proportion of 990 (Nine Hundred Ninety) Equity shares of face value of Re. 1 (Rupee One) each and 590 (Five Hundred Ninety) Compulsory Convertible Preference Shares of Re. 1 (Rupee One) each in Transferee Company for every 100 (One Hundred) Equity shares of face value of Rs.10/- (Rupee Ten) each held by them in Transferor Company pursuant to this Scheme of Amalgamation. 2.2. Cross holding at the time of record date (if any), between Transferor Company and the Transferee Company, if not transferred prior to the Effective Date, shall get cancelled at the time of allotment of shares to the shareholders of Transferor Company by Transferee Company. 2.3. As far as the Shareholders of the Company are concerned (Promoter Shareholders as well as Non-Promoter Shareholders), all of them except the equity shares held by Transferee Company as per para 2.2 above will be issued and allotted equity shares in the share capital of the Listed Transferee Company in accordance with the aforementioned share exchange ratio and the equity shares held by them in the Company will stand cancelled. 2.4. Under Clause 6 of Part III of the Scheme, on and from the Effective Date, Transferee Company undertakes that all persons that were employed by the Transferor Company immediately before such date shall become employees of the Transferee Company with the benefit of continuity of service on same terms and conditions as were applicable to such employees of Transferor Company immediately prior to such transfer and without any break or interruption of service and in the manner provided under Clause 6 of Part III of the Scheme. In the circumstances, the rights of the Employees of the Transferor Company would in no way be affected by the Scheme. 2.5. Key managerial personnel of the Transferor Company would be absorbed as employees of the Transferee Company at not less beneficial terms in comparison of their existing terms and remuneration, except that the designation may get changed as per the remuneration policy of the transferee company. 2.6. No special valuation difficulties were reported. By order of the Board. For Kimia Biosciences Limited Sd/- 94
Annexure-VIII INDEPENDENT AUDITOR'S REPORT To The Members, M/s Laurel Organics Limited Report on the Financial Statements We have audited the accompanying financial statements of M/s LAUREL ORGANICS LTD which comprise the Balance Sheet as at 31/03/2017, Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date, and a summary of significant accounting policies and other explanatory information. Management Responsibility for the Financial Statements The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these Financial Statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Financial Statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the Financial Statements. We believe that the audit evidences we have obtained are sufficient and appropriate to provide a basis for our audit opinion on the Financial Statements. Basis for Qualified Opinion The Company has accumulated losses and its net worth has been fully eroded. The Company's current liabilities exceeded its current assets as at the balance sheet date, business of the Company has remained suspended for major part of the financial year, and also the Company incurred net loss during the current and previous year(s) affecting the going concern assumptions. Appropriateness of the assumption of 'going concern' is dependent upon Company's ability to raise sufficient resources/ generate cash flows in future to meet its obligations. Management of the company has, though, expressed positive hope in this regard as necessary funds required for upgradation/ renovation of plant have been infused during the FY by them and phase I of the process has completed and part of the plant facility has started yielding revenue during last quarter and, therefore, the financial statements of the Company have been prepared on a going concern basis. Qualified Opinion In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) In case of the Balance Sheet, of the state of affairs of the Company as at 31/03/2017; (b) In case Statement of Profit and Loss Account, Loss of the for the year ended on that date; (c) In the case of Cash Flow Statement, of the cash flows for the year ended on that date. 95
Report on Other Legal and Regulatory Requirements: 1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by the Government of India in terms of sub-section (11) of section 143 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure-I a statement on the matters specified in the paragraphs 3 and 4 of the said Order. 2. As required by section 143(3) of the Act, we further report that: (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. (b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books; (c) The balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account; (d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014,except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph; (e) In our opinion, though the matter described in the basis of qualified opinion above has potential adverse effect on the functioning of the Company in future, the changed management and Board of Directors, which has already taken place and ownership change process is under way, has expressed their belief that this matter will not have adverse effect on the functioning of the Company in view of positive steps being undertaken to comply with all obligations, past as well as future, and also step-up operations in coming future. (f) On the basis of the written representations received from the directors as on 31 March 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2017 from being appointed as a director in terms of Section 164 (2) of the Companies Act,2013. (g) Report on the internal financial controls under clause (i) of sub-section 3 of section 143 of the Companies Act 2013 is enclosed as Annexure-II to this report. (h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations, if any, on its financial position, in its financial statements. ii. The Company did not have long-term contracts including derivatives contracts for which there were material foreseeable losses. iii. No amount is required to be transferred to the Investor Education and Protection Fund by the Company as on 31 March, 2017. iv. the Company has provided requisite disclosures as below as to holdings as well as dealings in Specified Bank Notes during the period from 8 November, 2016 to 30 December, 2016 and these are in accordance with the books of accounts maintained by the Company: SBNs Other denomination notes Total Closing cash in hand as on 08.11.2016 240000 9195 249195 (+) Permitted receipts Nil 213550 213550 (-) Permitted payments Nil 212538 212538 (-) Amount deposited in Banks 240000 Nil 240000 Closing cash in hand as on 30.12.2016 Nil 10207 10207 96 For A K Jalan & Associates Chartered Accountants (FRN 500107N) Place: New Delhi Date : 30/05/2017 Sd/- (CA A K Jalan,FCA),Partner Membership No.052776
ANNEXURE-I Annexure referred to in Paragraph (1) under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of LAUREL ORGANICS LTD on the accounts for the year ended 31st March 2017. Report under the Companies (Auditor's Report) Order, 2016, under sub-section (11) of section 143 of the Act of the Companies Act, 2013 ("the Act") On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that: 1. Fixed Assets: (a) The company has maintained records showing full particulars, including quantitative details and situation of its Fixed Assets on computer assisted system. (b) (c) As per information and explanations given to us, the Fixed Assets of the Company have been physically verified by the management during the year and it seems that the procedure of physical verification employed was reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were found on such verification. According to the information and explanation given to us and on the basis of our examination of the records of the company, the title deeds of immovable properties are held in the name of the company. 2. Inventories: As per information and explanation given to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification. 3. Loans granted by the Company: As per information and explanations given to us, the company has not granted loans, secured or unsecured to companies, firms, LLP or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Therefore, paragraph 3(iii) of the order is not applicable. 4. Loans to Directors and Investment by company: As per information and explanations given and books and records examined by us, no loan has been given to directors and company has made no investment. Hence, paragraph 3(iv) of the order is not applicable. 5. Acceptance of Deposits: The company has not accepted deposits from the public and therefore the directions of the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed thereunder are not applicable to the Company. Hence, paragraph 3(v) of the order is not applicable. 6. Maintenance of Cost Records: The Central Govt. has prescribed Rules for the maintenance of the cost records u/s 148(1) of the Companies Act,2013. Company has appointed Cost Audit for the Financial Year 2013-14 and thereafter due to upward change in the quantum of applicability of provisions, under which the Company does not fall, no audit was appointed. 7. In respect of Statutory Dues: (a) (b) According to the information and explanation given to us and on the basis of our examination of records of the Company, the Company is generally regular in depositing the undisputed statutory dues as applicable with appropriate authorities in India. According to the information and explanation given to us and the records of the Company examined by us, no disputed statutory dues were outstanding for payments before any forum for relief or otherwise. 8. Repayment of Loans: Company has not raised term loans from Banks/Financial Institutions during the year under audit. Hence, paragraph 3(viii) of the order is not applicable. 97
9. Utilisation of IPO and further Public offer: In terms of the information and explanations given to us, no moneys have been raised by way of initial public offer or further public offer (including debt instruments) and term loans by the Company during the Financial year under review. However, as per members approval Company has issued and allotted 0.10% Redeemable, Non-Convertible, Cumulative Preference Shares 40,00,000 of Rs.10 each for Rs.400 lacs on private placement basis during the financial year and the funds so raised has been utilized for the purpose for which it has been issued. 10. Reporting of Fraud: According to the information and explanations given to us and based on the audit procedures performed and representation obtained from the management, we report that the fraud on or by the Company, having material misstatement on the financial statements has not been noticed or reported during the year under audit. 11. Approval of Managerial Remuneration: In our opinion, and according to the information and explanations given to us, no managerial remuneration has been paid or provided in terms of section 197 read with Schedule V to the Companies Act,2013. 12. Nidhi Company: In terms of the information and explanations given, the Company is not a Nidhi Company. Hence, paragraph 3(xii) of the order is not applicable. 13. Related Party Transactions: As per information and explanations given and the books and records examined by us, we state that transactions with the related parties are in compliance with section 188 of Companies Act, 2013 and proper disclosure have been made in the Financial Statement under audit at appropriate places(s). 14. Private Placement or Preferential Issues: As per information and explanations given to us, the company has not made preferential allotment or private placement of equity shares or fully or partly convertible debentures during the year under review. However, private placement of 0.10% Redeemable, Non-Convertible, Cumulative Preference Shares 40,00,000 of Rs.10 each for Rs.400 lacs has been made by the Company during the year under review as per the approval of the members by way of a resolution passed in their extra ordinary general meeting held on 30/ 03/2016 and necessary compliance in the matter has been done. 15. Non Cash Transactions: As per information and explanations given and the books and records examined by us, we state that the company has not entered into any non-cash transactions with directors or persons connected with them. Hence, paragraph 3(xv) of the order is not applicable. 16. Register under RBI Act 1934: The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, paragraph 3(xvi) of the order is not applicable. For A K Jalan & Associates Chartered Accountants (FRN 500107N) Sd/- (CA A K Jalan,FCA),Partner Membreship No.052776 98
ANNEXURE-II Annexure referred to in Paragraph [2(f)] under Report on Other Legal and Regulatory Requirements of our Report of even date to the members of LAUREL ORGANICS LTD on the accounts for the year ended 31st March 2017. Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") We have examined the internal financial controls over financial reporting of M/s LAUREL ORGANICS LTD ('the Company') as on 31-Mar-2017 in connection with our audit of the standalone financial statements of the Company for the year ended on that date. Management's Responsibility for Internal Financial Controls The Company's management is responsible for establishing and maintaining internal financial controls. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditors' Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note 168 require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting. Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31- Mar-2017. For A K Jalan & Associates Place: New Delhi Chartered Accountants Date : 30/05/2017 (FRN 500107N) 99 Sd/- (CA A K Jalan,FCA), Partner Membreship No.052776
BALANCE-SHEET AS AT 31st MARCH 2017 Amount in Rupees Particulars Note As at 31.03.2017 As at 31.03.2016 No. (Rs.) (Rs.) I. EQUITY & LIABILITIES : 1 Shareholder s Fund: (a) Share Capital 1 113,850,000 73,850,000 (b) Reserves and Surplus/(Loss) 2 (122,132,773) (112,642,461) (8,282,773) (38,792,461) 2 Non-current Liabilities (a) Long-term borrowings 3 97,938,798 67,476,053 (b) Deferred tax liabilities (Net) 4 2,073,803 2,834,416 (c) Other Long-term liabilities 5 - - (d) Long-term provisions 6 3,568,498 2,728,296 103,581,099 73,038,765 3 Current Liabilities (a) Short-term borrowings - - (b) Trade payables 7 Total outstanding due to Micro Enterprises and small enterprises Total outstanding due to other than Micro Enterprises and small enterprises 4,088,266 157,099 (c) Other current liabilities 8 18,073,339 6,691,366 (d) Short-term provisions 9 - - 22,161,605 6,848,465 TOTAL 117,459,931 41,094,769 II. ASSETS 1. Non-current Assets (a) Fixed Assets 10 (i) Tangible assets 66,637,831 32,042,569 (ii) Intangible assets 2,538 2,538 (iii) Capital work-in-progress 30,735,781 - (b) Non-current investments - - (c) Long-term loans and advances 11 1,266,490 1,311,490 (d) Other non-current assets 12 1,675,000 1,675,000 100,317,640 35,031,597 2. Current Assets (a) Current Investments - - (b) Inventories 13 6,225,319 738,017 (c) Trade receivables 14 753,905 910,376 (d) Cash and cash equivalents 15 520,581 115,974 (e) Short-term loans and advances 16 7,929,188 4,037,882 (f) Other current assets 17 1,713,298 260,923 17,142,291 6,063,172 Total 117,459,931 41,094,769 Summary of significant accounting policies 24-25 and other Notes The accompanying notes are an integral part of the financial statements In terms of our attached report of even date For A K Jalan & Associates For and on behalf of the Board Chartered Accountants (FRN 500107N) CA A K Jalan, FCA Sameer Goel Sachin Goel Partner Managing Director Director M. No. 052776 Pratibha Anand Company Secretary New Delhi, May 30, 2017 New Delhi, May 30, 2017 100
PROFIT & LOSS STATEMENT FOR THE YEAR ENDED 31st MARCH 2017 Amount in Rupees Particulars Note- YEAR ENDED YEAR ENDED No. 31.03.2017 31.03.2016 (Rs.) (Rs.) I. Revenue from operations 18 14,600,000 1,921,045 II. Other income 19 5,918,056 1,866,954 III. Total Revenue ( I + II ) 20,518,056 3,787,999 IV. Expenses: Cost of raw material consumed 20 (a) - 774,732 Purchases of Stock-in-Trade 20 (b) 3,539,746 Change in inventories of finished goods, work-in-progress and Stock-in-trade 20 (c) - 42,531 Employee benefit expense 21 7,507,379 21,343,043 Finance costs 22 2,690,191 5,570,594 Depreciation and amortization expense 10 3,474,661 2,935,645 Other expenses 23 13,557,004 13,560,037 Total Expenses 30,768,981 44,226,582 V. Profit before exceptional and extraordinary items and tax ( III - IV ) (10,250,925) (40,438,583) VI. Exceptional Items - - VII. Profit before extraordinary items and (10,250,925) (40,438,583) tax ( V - VI ) VIII. Extraordinary Items - - IX. Profit before tax ( VII - VIII ) (10,250,925) (40,438,583) X. Tax Expense: - Current Tax - - - Deferred Tax (L/(A)) 4 (760,613) 91,941 XI. Profit for the year from continuing operations ( VII - VIII ) (9,490,312) (40,530,524) XII. Profit from discontinuing operations - - XIII. Tax expense of discontinuing operations - - XIV. Profit from Discontinuing opeartions (after tax) ( XII - XIII ) - - XV. Profit for the period ( XI + XIV ) (9,490,312) (40,530,524) XVI. Earnings per equity share (Basic/Diluted) (Rs.) : 25 XXV' (1.29) (5.49) The accompanying notes are an integral part of the financial statements In terms of our attached report of even date For A K Jalan & Associates For and on behalf of the Board Chartered Accountants (FRN 500107N) CA A K Jalan, FCA Sameer Goel Sachin Goel Partner Managing Director Director M. No. 052776 Pratibha Anand Company Secretary New Delhi, May 30, 2017 New Delhi, May 30, 2017 101
CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2017 Amount in Rupees DESCRIPTION YEAR ENDED YEAR ENDED 31.03.2017 (Rs.) 31.03.2016 (Rs.) A Cash flow from operating activities : Net profit before tax from continuing operation (10,250,925) (40,438,583) Adjustments for: Depreciation 3,474,661 2,935,645 Amortisation - - Finance Costs 2,690,191 5,570,594 Interest Income (18,941) (24,104) Loss on assets discarded 2,496,594 131,207 Operating profit before Working Capital Changes (1,608,420) (31,825,241) Adjustment for Changes in Working Capital : (Increase)/Decrese in Trade Receivables 156,471 1,816,295 (Increase) in Other Current Assets (1,452,376) 664,233 (Increase) in Long Term Loans & Advances 45,000 (38,173) (Increase)/decrease in Other non-current Assets - - (Increase)/decrease in Inventories (5,487,302) 34,316 (Increase)/decrease in Short Term Loans & Advances (3,891,306) 669,850 Increase/(Decrease) in Trade Payables 3,931,167 (10,395,219) (Decrease) in Long Term liabilities - (2,174,781) Increase/(Decrease) in Other current liabilities 11,381,973 (17,326,514) Increase in Long term provisions 840,202 (1,293,233) Increase in Short term provisions - - Net Cash from operating activities (A) 3,915,410 (59,868,466) B Cash Flow from investing activities : Purchase of Fixed Assets (40,566,517) (1,000,050) Capital Work in Progress (30,735,781) - Interest Received 18,941 24,104 Preliminary Expenses - - Net Cash (Used in) investing activities (B) (71,283,358) (975,946) C Cash flow from financing activities : Proceeds from share allotment (Preference) 40,000,000 - Proceeds/(repayment) of Long Term Borrowings 30,462,745 66,499,309 Finance costs paid (2,690,191) (5,570,594) Net Cash (Used in) financing activities (C) 67,772,554 60,928,715 Net Increase in cash and equivalents (A+B+C) 404,606 84,303 Cash & Cash equivalents (opening balance) 115,974 30,850 Cash & Cash equivelents at the end of the year 520,581 115,974 Previous year's figures have been re grouped/recasted wherever necessary to confirm to the current year's Classification. The accompanying notes are an integral part of the financial statements in terms of our attached report of even date For A K Jalan & Associates For and on behalf of the Board Chartered Accountants (FRN 500107N) CA A K Jalan, FCA Sameer Goel Sachin Goel Partner Managing Director Director M. No. 052776 Pratibha Anand Company Secretary New Delhi, May 30, 2017 New Delhi, May 30, 2017 102
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2017 Amount in Rs. AS AT AS AT 31.03.2017 31.03.2016 1. SHARE CAPITAL AUTHORISED : Equity Shares - 73,85,000 of Rs. 10 each (Previous Year 73,85,000 of Rs. 10 each) 73,850,000 73,850,000 73,850,000 73,850,000 40,00,000 (Previous Year 40,00,000) 0.1% Redeemable Non-Convertible Cumulative Preference Shares of Rs. 10 each 40,000,000 40,000,000 113,850,000 113,850,000 Issued, Subscribed and paid up : Equity Shares - 73,85,000 of Rs. 10 each fully paid up (Previous Year 73,85,000 of Rs. 10 each) 73,850,000 73,850,000 Preference Shares - 40,00,000 of Rs. 10 each fully paid up 40,000,000 - (Previous Year -Nil-) 113,850,000 73,850,000 i) Reconciliation of the number of shares outstanding (Equity Shares) As at 31.03.2017 As at 31.03.2016 No. of Shares Rs. No. of Shares Rs. Issued, Subscribed and paid-up shares At the beginning of the year 7,385,000 73,850,000 7,385,000 73,850,000 Issued during the year - - - - Shares bought back during the year - - - - Shares outstanding as at the end of the year 7,385,000 73,850,000 7,385,000 73,850,000 ii) Reconciliation of the number of shares outstanding (Preference Shares) As at 31.03.2017 As at 31.03.2016 No. of Shares Rs. No. of Shares Rs. Issued, Subscribed and paid-up shares At the beginning of the year 4,000,000 40,000,000 - - Issued during the year - - - - Shares bought back during the year - - - - Shares outstanding as at the end of the year 4,000,000 40,000,000 - - iii) Details of each shareholder holding more than 5% shares As at 31.03.2017 As at 31.03.2016 No. of Shares held % Holding No. of Shares Held %Holding Equity: M/s Kimia Biosciences Ltd. 3,728,100 50.48% - - K. S.Varma - - 3,010,600 41% Bijwasan Agro Ltd. - - 508,400 7% Preference: - - Utsav Securities Pvt. Ltd. 4,000,000 100% - - iii) There is no change in the Issued, Paid up Equity Share Capital during the year and no Bonus/Right, Buyback of shares in the preceding five years. However, there has been change in holding >5% of equity shares, as holding of Mr. K S Varma & Bijwasn Agro Ltd. has been taken over by Kimia Biosciences Ltd. during the 2nd Quarter of the year. Due approvals in this regard has been obtained from SEBI/BSE. During the year company has issued 40,00,000 Preference Shares of Rs.10/-each (0.1% Redeemable Non- Convertible Cumulative Preference Shares redeemable within a period of 10 yrs.) to M/s Utsav Securities Ltd. on 17.05.2016 during the year. iv) Shares issued/boughtback during the year: -Nil-. v) Further disclosures - please refer Note 25 (ii). 2. RESERVE AND SURPLUS (i) Surplus/(Defecit) in Statement of Profit and Loss: As at 31.03.17 As at 31.03.16 Profit/(Loss) in Profit and Loss Statement from Previous Year (112,642,461) -72111937 Profit / (Loss) for the year (9,490,312) -40530524 Transfer to General Reserve - - Surplus/(Defecit) in Profit and Loss Statement carried to Balance sheet (122,132,773) -112642461 103
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2017 3. LONG TERM BORROWINGS SECURED LOANS Vehicle Loans from corporarion bank - 385,966 Loan from Kimia Biosciences Pvt. Ltd. 9,600,000 29,100,000 (Payable on demand with interest @9% p.a. ) 29,100,000 385,966 UNSECURED LOANS Other Loans from Bodies Corporate & individuals 88,338,798 38,376,053 (Payable on demand with interest @9% p.a. ) 88,338,798 38376053 Total 97,938,798 67476053 i) Company has taken secured borrowings to the tune of Rs. 2,91,00,000 during the previous years from Kimia Biosciences Ltd as per agreement with changes in tenure & rate of interest to 9% p.a. in CY against creation of respective charge on Immovable property of the company. ii) Further disclosures - please refer Note 25 (iii). Amount in Rs. AS AT AS AT 31.03.2017 31.03.2016 4. DEFERRED TAX LIABILITIES (NET) i) Deferred Tax Liabilities on account of timing difference -Depreciation 3,356,847 3,800,483 Total (i) 3,356,847 3,800,483 ii) Deferred Tax Asset on account of timing diferrences '-Provision for employees long term benefits (Gratuity/EL) 1,070,549 818,489 -Provision for Doubtful debts - - -Others 212,495 147,578 Total (ii) 1,283,044 966,067 Total Net Liabilities/(Assets) (i-ii) 2,073,803 2,834,416 iii) Deferred Tax Assets and Deferred Tax Liabilities have been offset as they relate to the same governing laws. 5. OTHER LONG TERM LIABILITIES Unsecured Borrowings-Non Current - - (Due, pending for payments) Others: - Advances received - - - - 6. LONG TERM PROVISIONS Provision for employee long term benefits (refer Note 25-xxi) 3,568,498 2,728,296 3,568,498 2,728,296 7. TRADE PAYABLES Due to Micro & small enterprises - - Others 4,088,266 157,099 Payable for Capital Assets - - 4,088,266 157,099 8. OTHER CURRENT LIABILITIES -Secured - - -Unsecured - - Loans/adv. From Directors - - Advance from Customers 23,323 23,323 Other Payables: -Employee related liabilites 2,708,462 2,096,508 -Statutory dues payables 678,682 742,775 -Expenses payables 121,843 367,631 -Other payables 676,932 - -Creditors-Capital Exp 8,048,999 - -Interest Payable on Loans 5,815,098 3,461,129 18,073,339 6,691,366 9. SHORT TERM PROVISIONS Provision for Employee Benefits - - Others: - Provision for Payables - - - - 104
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2017 10. FIXED ASSETS Amount in Rs. Gross Block at cost Depreciation Net Block Particulars As at Additions Sales/Cap./ As at Upto For the Sales/ Upto As at As at 31.03.16 Adjustment 31.03.17 31.03.16 Period/year Adjustment 31.03.17 31.03.17 31.03.16 (i) Tangible Assets Land 4745884 4745884 4745884 4745884 Building 18592785 11132529 29725314 11513714 631,693 12145407 17579907 7079071 Plant & Machinery 75918425 28929338 8948092 95899672 61259563 1,593,333 7491271 55361624 40538047 14658863 Office Equipment 437560 173870 35365 576065 373264 30,489 33597 370156 205909 64296 Lab Equipment 8523785 1718382 6805403 4702587 863,006 1621980 3943613 2861790 3821198 Weigh Bridge 498883 498883 436457 3,308 439765 59119 62426 Motor Vehicles 3426047 2542609 883438 2202832 236,466 1605900 833398 50040 1223215 Cycle 1487 1487 1413-1413 74 74 Furniture & Fixtures 1164313 86230 739230 511312 957041 36,317 734336 259022 252290 207272 Electric Installation 1692255 1692255 1607642-1607642 84613 84613 Computer 437128 244550 681678 341471 80,050 421520 260158 95657 Total 115,438,553 40,566,517 13,983,678 142021392 83,395,983 3,474,661 11,487,084 75,383,561 66,637,831 32,042,569 (ii) Intangible Assets Computer Software 50,761 50761 48,223 48,223 2,538 2,538 Total 50,761 - - 50761 48,223 - - 48,223 2,538 2,538 (iii) Capital work in progress - 30,735,781-30735781 - 30,735,781 - Total 115,489,314 71,302,299 13,983,678 172807934 83,444,207 3,474,661 11,487,084 75,431,784 97,376,150 32,045,107 Previous Year 118,984,502 1,000,050 4,495,238 115489314 84,871,772 2,935,645 4,363,210 83,444,207 32,045,107 34,112,730 105
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2017 Amount in Rs. AS AT AS AT 31.03.2017 31.03.2016 11. LONG TERM LOANS & ADVANCES Unsecured, considered good, unless otherwise stated: Security Deposits 1,266,490 1,266,490 Advances recoverable in cash or in kind or for value to be received (provided for) - - Prepaid Expenses (licensing) - 45,000 1,266,490 1,311,490 Less: Provision For Doubtful Debts/advances - - 1,266,490 1,311,490 12. OTHER NON - CURRENT ASSETS Unsecured, considered good, unless otherwise stated: Deposits (TDR) with banks 175,000 175,000 Receivables for asset discarded - - Capital Investment subsidy 1,500,000 1,500,000 Misc. Expenditures (to the extent not written off) - - 1,675,000 1,675,000 Less: Provision For Doubtful Debts - - 1,675,000 1,675,000 13. INVENTORIES (At lower of cost and market value) Raw Materials (In Transit) 29,88,000 - Work-in-Process - - Finished Goods - - Stock-in-trade - - Consumables Stores and Spares 2,953,260 248,017 Realisable Scrap (Assets discarded) 284,059 490,000 6,225,319 738,017 14. TRADE RECEIVABLES Unsecured, unless otherwise stated, considered good: Trade receivables over six months - Considered good - - - Considered doubtful - - Others debts : - Considered good 753,905 910,376 - Considered good (unbilled receivables) - - 753,905 910,376 Less: Provision For Doubtful Debts - - 753,905 910,376 15. CASH & CASH EQUIVALENTS Balances with Banks - on Current Accounts 515,020 102,429 - on Deposit Account - - Cash on hand 5,561 13,545 520,581 115,974 16. SHORT TERM LOANS & ADVANCES (Considered Good) Unsecured, unless otherwise stated: Advances recoverable in cash or in kind or for value to be received - Considered good 36,381 23,042 - Considered doubtful - - Advance to Suppliers (Revenue) - 36,684 Advance to Suppliers (Capital items) 1,335,662 1,290,000 Advance tax & tax deducted at source 3,043,118 2,546,024 VAT 444,683 466 Cenvat Credit/Service Tax Receivable 3,069,345 141,667 7,929,188 4,037,882 106
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2017 Amount in Rs. AS AT AS AT 31.03.2017 31.03.2016 17. OTHER CURRENT ASSETS Interest accrued on Fixed Deposits 74,880 57,675 Prepaid Expenses (licensing) 701,710 203,248 Receivables against assets disposed off 936,709-1,713,298 260,923 18. REVENUE FROM OPERATIONS Sales (including deemed sales) 4,850,000 1,534,594 Job/Processing Charges Income 9,750,000 386,451 14,600,000 1,921,045 19. OTHER INCOME Miscellaneous Income/Tech Fee 3,000,000 377,087 Interest income on fixed deposits with bank/ others 18,941 24,104 Asset discarded/scrapped (Net of reliasable scrap value) 2,736,616 357,972 Liability no longer required w/back 1,107,791 Lease Rent 162,499-5,918,056 1,866,954 20. a) COST OF MATERIALS CONSUMED - 774,732 b) PURCHASES OF STOCK IN TRADE 3,539,746 - c) CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK-IN-TRADE Closing value - - Less: Opening value - 42,531 Increase/(Decrease) in Stocks - (42,531) 21. EMPLOYEE BENEFIT EXPENSES Salaries, Wages, Bonus 5,866,843 17,779,123 Contribution to Provident and other Funds 385,932 1,486,281 Gratuity/EL provisions (refer Note 25-xxi) 985,063 1,260,722 Staff Welfare 269,541 816,917 7,507,379 21,343,043 22. FINANCE COST Interest Expenses 2,671,194 5,550,318 Bank Charges 18,997 20,276 2,690,191 5,570,594 23. OTHER EXPENSES Consumables store & spares consumed/billed 242,470 304,816 Power, Fuel & water Charges 1,748,277 3,087,330 Repairs and maintenance - Plant & Machinery 1,404,909 947,390 - Building 41,998 - - Others - 38,415 Freight & Cartage 32,612 23,467 Laboratory Expenses 292,229 69,814 Lease Rent (Machinery)/storage facility charges - 80,898 EHS/ETP expenses 101,384 248,418 Travelling & conveyance expenses 381,741 743,358 Printing and stationery 297,938 136,067 Postage & courier expenses 344,854 126,619 Communication/telephone exp. 195,793 231,245 Legal and professional charges 1,874,913 840,130 Rates, taxes & Fees 3,515,137 666,276 Insurance expenses 157,421 169,307 Advertisement & Business Promotion expenses 68,512 103,551 Directors sitting Fees - 15,000 Miscellaneous expenses 16,355 14,320 Security Services 1,000,176 477,840 Debtors non relisable w/off (deductions against receivables) 33,599 1,334,689 Prior Period adjustments - 3,732,547 Auditors Fee 230,000 168,540 Loss on assets discarded 1,559,885 - Exchange Rate Fluctuations 16,800-13,557,004 13,560,037 107
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2017 24. SIGNIFICANT ACCOUNTING POLICIES: i) BASIS OF PREPARATION OF FINANCIAL STATEMENTS: (a) The financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP). GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('Act') read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified). Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. (b) The Financial Statements of the Company are prepared under the historical cost convention and as going concern in accordance with applicable accounting standards. Mercantile system of accounting is followed in preparation of the accounts. (c) All assets and liabilities have been classified as current or non-current as per the Company's normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its operating cycle to be 12 months for the purpose of current and non-current classification of assets and liabilities. (d) Use of Estimates: - The preparation of financial statements in conformity with Generally Accepted Accounting Principles requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure thereof as on the relevant date of the financial statements and the reported amounts of revenue and expenses during the accounting period under consideration. Actual results could differ from these estimates. Difference between the actual results and estimates are recognized in the period in which results materialize. ii) Revenue Recognition: All the items of cost/expenditure and revenue/income have been accounted for on accrual basis. iii) Fixed Assets: (i) All the fixed assets are stated at cost less accumulated depreciation using the historical cost concept. The costs of respective assets comprising purchase price/cost of construction and directly attributable cost of bringing the assets to working condition for its intended use. (ii) Improvement/modification cost of Plant & Machinery, if any, of enduring nature will be capitalized in the respective plant & machinery A/c. (iii) Worn-out/discarded assets are identified annually and removed/written-off from the respective assets block. iv) Depreciation: Fixed Assets are depreciated on Straight line method on pro-rata basis from the date on which each asset is put to use. Schedule II to the Companies Act, 2013 has been applied for the year and necessary changes in the process of charging depreciation according to the said Schedule - II to the CA2013 has been implemented to charge depreciation on the basis of useful life concept instead of percentage of depreciation since last FY 2014-15. v) Impairment of Assets: Company has assessed as at the balance sheet date whether there was any indication of impairment in its cash generating units (CGU) and losses, if any, were recognized, wherever carrying amount of assets of CGU exceeded their recoverable amount. vi) Inventories are valued as follows : (a) Raw Materials, store & Spares, components and consumables are valued at cost on FIFO method. (b) Finished goods are valued at cost or realizable value whichever is lower. Processed stocks are valued at direct raw material cost and appropriate share of overheads. (c) Solvents/spent, part & partial of stock considered as stock in trade are valued at the price at which these are procured from the principal. (d) Raw materials and store items found damaged/expired on physical verification are written off and charged to revenue a/ c. vii) Excise Duty: a) Excise Duty payable on finished goods is accounted for on clearance of goods from the factory premises, if any. b) On Goods dispatched under Job work challans, no excise is payable as raw materials received and manufactured goods sent back on delivery Challans for and on behalf of the Principals only. viii) Research and Development: Research & Development expenditure of revenue nature is to be written off in the year in which it is incurred Nil expenses held during the year under review. 108
ix) Sales: Sales, is recognized at the point of dispatch of goods to the customers and is reported net of sales tax & excise duty. However, utilization of consumables and indirect raw materials for carrying out contract manufacturing is recognized as deemed sales, net of Sales Tax. x) Job work charges: a) Job charges are recognized as per Job Invoices raised during the year, on per Kg conversion Charges basis. However, part of plant has been offered on minimum monthly conversion charges basis and differential conversion charges billed accordingly. b) Revenue has been recognized on unbilled fully processed, approved goods as at the end of the accounting year as per agreed per Kg. Job charges basis. xi) Employee Benefits: (a) Provisions for Gratuity & Earned Leave encashment on actuarial valuation by independent actuaries by using Projected Unit Credit (PUC) method has been made for the employees continuing their services as on the Balance sheet date. Accumulation of Earned leave is restricted to 30 days for availing in future. However, encashment allowed for employees separated, retrenched and retired & accounted on payment basis. (Previous year also accounted for on Actuarial valuation basis). (b) Gratuity liability was fully provided during the year in compliance of AS-15(revised) of the ICAI. (c) Provident fund, ESIC contributions and other short term employee benefits recognized as an expense and charged to profit & loss account on accrual basis. xii) Taxation: a) Current Tax is determined as the amount of tax payable in respect of taxable income for the year. b) Deferred Tax is recognized subject to consideration of prudence, on timing differences, being difference between taxable and accounting income/expenditure that originate in one period and are capable of reversal in one or more subsequent period(s). Deferred Tax assets are not recognized unless there is "virtual certainty" that sufficient future taxable income will be available against which such deferred tax assets will be realized. xiii) Earnings per share: Basic earnings per share is computed by dividing net profit or loss for the period attributable to equity shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share amount computed after adjusting the effects of all dilutive potential on equity shares. The number of shares used in computing diluted earnings per share comprises the weighted average number of shares considered for deriving basic earnings per share, and also the weighted average number of equity shares, which could have been issued on the conversion of all dilutive potential shares. In computing dilutive earnings per share, only potential equity shares that are dilutive and that decrease profit per share are included. xiv) Cash and Cash Equivalents: In the cash flow statement, cash and cash equivalent includes cash in hand, demand deposits with banks, of 6 months or less maturity only, other short term highly liquid investments with original maturities of six months or less. xv) Provision and Contingent Liabilities and contingent assets: The company recognizes a provision when there is a present obligation as a result of past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or present obligation that the likely hood of outflow of resources is remote, no provision/disclosure is made. Contingent assets are neither recognized nor disclosed in the financial statements. 25. GENERAL NOTES: The Company was incorporated on 27th September, 1993 and started its commercial production on 5th May, 1995.The main activity of the company is manufacturing and sales of pharmaceutical-bulk drugs (API-Active Pharmaceutical Ingredients) since beginning. The Company is having its manufacturing facility at Village-Bhondsi, Tehsil - Sohna, Distt. Gurgaon, Haryana. Notes on various aspects of operations of the company during the financial year are summarized as below: (i) a) Contingent Liabilities not acknowledged as debts and provided for: PF/ESIC: E.S.I.C. has not claimed/quantified additional demand of interest/damages, if any, on delayed deposit/payment of ESI dues during current & earlier periods yet, hence not acknowledged/provided for. Quantum could not be ascertained. b) Commitments: Capital expenditure for Plant & Equipments contracted for at the end of the reporting period and advances paid but not concognised as liability amounting to Rs.13.36 lakhs. 109
ii) iii) iv) v ) vi) Disclosure relating to Share Capital: Rights, Preferences and Restrictions attached to the Equity Shares: a) Authorised Capital: Authorized Share Capital of the Company is Rs. 113,850,000 (Rupees Eleven Crore Thirty Eight Lakh Fifty Thousand only) comprising of 7,385,000 (Seventy Three Lakh Eighty Five Thousand) Equity Shares of Rs. 10/- each and 4,000,000 (Forty Lakh) Preference shares of Rs. 10/- each. The reclassification and increase in Authorised capital was approved by members in their EGM held on 30th March.2016. b) Share Issuance: The Members of the company also approved to create, offer, issue and allot, on private placement basis, up to 4,000,000 (Forty Lakh) 0.1% Redeemable Non-Convertible Cumulative Preference Shares ("RPS") of face value of Rs.10/- (Rupees Ten only) each fully paid-up for cash at an issue price of Rs.10/- (Rupees Ten only) to the persons belonging to non-promoter Category on the following conditions, accordingly vide Board meeting dated 17th May'2016 RPS were issued by the company: The said Preference Shares shall rank for dividend in priority to the equity shares for the time being of the Company. The said Preference Shares shall in winding up be entitled to rank, as regards repayment of capital and arrears of dividend, whether declared or not, up to the commencement of the winding up, in priority to the equity shares but shall not be entitled to any further participation in profits or assets or surplus fund. The payment of dividend shall be on cumulative basis. The said Preference Shares shall be Non-Convertible. The voting rights of the persons holding the said Preference Shares shall be in accordance with the provisions of Section 47 of the Companies Act 2013 (including any statutory modifications or re-enactments thereof for the time being in force). At the option of the issuer, at any time within a period not exceeding ten years from the date of allotment as per the provisions of the Act. Nil equity shares have been allotted as fully paid up without payment being received in cash during the period of five years immediately preceding the date as at which the Balance Sheet is prepared. c) Voting Power/Dividend: Each holder of equity shares is entitled to one vote per share. The dividend, if any, to be proposed by the Board of Directors is subject to approval of the shareholders in Annual General Meeting. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the share holders. d) Equity in Dematerialised Form: Company's Paid up equity shares 39,10,000 (52.95%) out of total equity shares of 73,85,000, held in dematerialized form as on 31.03.2017. Holding held by Promoters is in 100% dematerialized form. Secured/Unsecured Loans: Secured loans to the tune of Rs.291 lakh taken in P.Y. secured by exclusive mortgage of the land property of the company to revive the working and pay off long pending Statutory & other liabilities of the company. Charge to this effect has been created by the lender. The loan has been partly repaid to the tune of Rs.195 lakh during the year. Terms of Interest payable were modified /reduced from 11% to @9% p.a. during the year based on mutual consent and agreement to this effect duly approved by the Board. Company has further taken unsecured loans from time to time to cop up with the funds requirements to meet Upgradtion & refurbishment of the plant totaling to Rs. 883.39 lakh. Interest has not been provided on the unsecured loans taken from Kimia Biosciences Ltd. in view of likely merger as the process of the same has started with the approval of the Board. Interest on other unsecured loans has been provided @9% repayable on demand. Trade Payables and Trade receivable balances are subject to reconciliation and confirmation from the parties concerned. As per AS-22 issued by ICAI, deferred tax asset and liability has been recognized and necessary effects were given in profit & loss account during the year. Detail break-up of accumulated deferred tax assets and liability after adjustment as on 31.03.2017 is given in Note No.4. Plant Up-gradation & Capital Expenditure: Management has decided to upgrade the plant and approved capital expenditure in view of enhanced Regulatory requirements and to make the plant GMP compliant & create better business prospects in near future. Accordingly, Company has taken up-gradation activity in two phases. 1st phase of Up-gradation was completed in Decemeber'2016. A sum of Rs.4,05,66,517 was capitalized in various heads during the year as per Note 10 of Financial Statements. Company has started manufacturing activity on Job work basis after trial production in last quarter of the year. The up gradation of 2nd phase has started and incurred expenditure amounting to Rs.3,07,35,781 which is under progress and recognized under Capital WIP a/c as on 31.03.2017. 110
vii) Particulars of the consumption of Materials: There has been no substantial business activity during the year due to upgradation activities undertaken. However, Company has started production after up-gradation & taking trials on Contract Manufacturing basis in the last quarter of the Financial Year. Raw materials supplied by the principal manufacturer as per requirements of products manufactured were received on excise challans as well and goods manufactured by the company were again transferred/ dispatched back on excise challans as well. Being stocks under Job work, therefore, was not forming part of company's own manufacturing and, hence, details of raw materials consumed and goods manufactured etc. were not pertaining to the company directly, hence not given herein below to that extent. However, small quantities Imported and sold on own account for which landed cost of direct raw materials traded is given below: ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Description Year ended 31.03.2017 Year ended 31.03.2016 Value (Rs. lacs) % age Value (Rs. lacs) %age ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- (a) Raw Material consumed/traded Imported/Indigenous 35.40 100 7.75 100 (Imported-35.40 lakh) (b) Stores, Spares & consumables Indigenous 2.42 100 3.05 100 (Imported-Nil) ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- viii) Prior Period Adjustments: C.Y. -Nil- (P.Y. Rs. 37.32 lakh) ix) Company has paid a sum of Rs.28.00 lakhs plus taxes to BSE on a/c of reinstatement fee for regularizing suspended script on BSE trading platform during the year. The amount so paid has been charged to the revenue of the year. x) The operation of the company was suspended for major part of the year due to up gradation. However, company has started Production of Bulk drug intermediates on contract manufacturing basis during last quarter of the year on minimum monthly conversion charges basis. Revenue for the year has been accounted for on a/c of the qty. manufactured/ dispatched on per kg basis with balancing charges. Accordingly, transactions for the FY have been accounted for in accounts. xi) Sales include Rs.48.50 lakh on a/c sale of imported goods/rms traded on payment of duty on which CST/VAT has been charged & paid and the same has been treated in accounts accordingly. Procurement cost of materials has been shown in Profit & Loss a/c. Revenue on a/c of Job/conversion charges amounting to Rs.97.50 lakh has been accounted for under revenue from operations. xii) In the opinion of the management the realizable value of non-current and current assets, loans & advances in the ordinary course of business would be, at least, equal to the amount at which they are stated in the balance sheet. xiii) Travelling, conveyance and vehicle running expenses include Rs. Nil (Previous Year Rs. 4.24 lakh) spent by the directors for business purposes undertaken by them. xiv) Company has provided for bonus @8.33% for all employees of the Company covered under the provisions of the Payment of Bonus Act. Accordingly an amount of Rs.7.08 lakh has been provided during the year in revenue account. xv) Repairs and maintenance expenses of Plant and Machinery amounting to Rs. 14.05 lakh as per Note No.-23 include cost of repairs, replacement of partial worn out assets to keep them as usable. xvi) Laboratory Expenses amounting to Rs.2.92 lakh as per Note No.-23 include HPLC /GC spares/column and accessories and regents/solvents/consumable, which are consumed for carrying out lab testing of products and raw materials. xvii) Company has taken insurance cover for fire on building, plant & machinery, inventories of the company as well as against Public Liability amounting to Rs.1437 1500 lakh & 1500 lakh respectively. Adequacy of risk cover is justified by the management on the basis of risk assessment carried out by them based on internal inputs made available in the matter. Insurance cover towards inventory of raw materials, work-in-progress and finished goods etc. belonging to the principal manufacturer, were taken by them, for which no risk and responsibility lies on the company. xviii) Certain assets including plant & machinery, worn out/non usable discarded by the company upon physical verification, partially has been sold as scrap. Provision for realizable scrapped value of the same received/provided in books of accounts under Note No.19. 111
xix) xx) xxi) The works of the company were covered by ESIC with effect from June'08. All the workers having salary within the limit of ESIC are covered under ESIC scheme and the company has complied with the provisions of the ESIC Act regularly. Contribution payable for the year provided in accounts and outstanding payables are shown under current liabilities. A sum of Rs.6.79 lakh was outstanding liability towards the Statutory dues as at the close of the financial year on a/c of Excise duty, P.F., ESIC, TDS. As per practice, all these current statutory dues are paid within the time allowed under the relevant laws and/or the Income Tax Act, 1961 generally. Accounting Standard (AS-15) on Employee Benefits (a) Contributions are made to Employees Provident Fund, Family Pension Fund, ESIC and other Statutory Funds which covers all regular employees as per provision of these respective Acts. The contributions are normally based on a certain proportion of the employee's salary. Amount recognized as an expense in respect of these defined contribution plans are as under: (Rs. Lacs) ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Year ended Year ended 31.03.2017 31.03.2016 --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Contribution to Provident & Family Pension Fund 3.01 10.52 Contribution to ESIC including EDLI 0.82 4.10 Contribution to Labour Welfare Fund 0.03 0.24 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- However, in addition to the above, company has paid contributions of EPF, ESIC and LWF for the employees engaged in Upgradation activities amounting to Rs. 8.90 lakh, 3.45 lakh & 0.17 lakh respectively. These amounts have been capitalized in respective Fixed Assets heads or held under capital WIP A/c. (b) Provision for Gratuity and Earned leave liability is based on actuarial valuation done by an independent actuary as at the end of the year. Based on the actuarial valuation, provision (accumulated) is made for a sum of Rs. 35.68 lakh and it covers all regular employees. Major drivers in actuarial assumptions are, years of service and employee compensation. Commitments are actuarially determined using "Projected Unit Credit" method. Gains and Losses on changes in actuarial assumptions are accounted for in the Statement of Profit & Loss, details are as under: (Rs. Lacs) ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Particulars As at 31.03.2017 As at 31.03.2016 Gratuity EL liability Gratuity EL liability ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Reconciliation of liability recognised in the Balance Sheet Present value of commitments (as per Actuarial Valuation) 30.08 4.84 23.76 3.52 Fair value of plan assets - - - - Net Liability in the Balance Sheet 30.08 4.84 23.76 3.52 Movement in net Liability recognised in the Balance Sheet Net Liability as at the beginning of the year 23.76 3.52 36.63 3.59 Net expense recognised in the Statement of Profit & Loss 8.24 1.61 11.72 0.89 Contribution/paid during the year -1.92-0.29-24.59-0.95 Net Liability as at the end of the year 30.08 4.84 23.76 3.52 Expense recognised in the Statement of Profit & Loss Current service cost 3.71 1.28 2.59 0.53 Interest cost 1.90 0.28 2.93 0.29 Expected return on plan asset 0 0 0 0 Actuarial Loss/(Gain) 2.63 0.05 6.20 0.07 Expense charged to the Statement of Profit & Loss 8.24 1.61 11.72 0.89 Return on plan assets Expected return on plan asset - - - - Actuarial gain - - - - Actual return on plan assets - - - - 112
Reconciliation of defined-benefit commitments Commitments as at the beginning of the year 23.76 3.52 36.63 3.59 Current service cost 3.71 1.28 2.59 0.53 Interest cost 1.90 0.28 2.93 0.29 Paid benefits -1.92-0.29-24.59-0.95 Actuarial loss 2.63 0.05 6.20 0.07 Commitments as at the end of the year 30.08 4.84 23.76 3.52 Reconcilaition of Plan Assets Plant assets as at the beginning of the year - - - - Expected return on plan asset - - - - Contribution during the year - - - - Paid benefits - - - - Actuarial gain - - - - Plant assets as at the end of the year - - - - Principal actuarial assumptions as at the Balance Sheet date Discount rate 7.54 7.54 8 8 Estimated rate of return on plan assets - - - - Expected rate of salary increase 5.5 5.5 5.5 5.5 Attrition rate % 2 &3 2 &3 2 &3 2 &3 Mortality Table IALM (2006-08) IALM (2006-08) IALM (2006-08) IALM (2006-08 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ----------- xxii) Income/Expenditure in Foreign Currency: Rs. 32.71 lakh (P.Y. -Nil-). xxiii) Auditors Remuneration : Auditors' Remuneration amounting to Rs.2.30 lakh to Statutory Auditors provided during the year. xxiv) SEGMENT REPORTING: Information regarding Segment reporting as per AS-17 for the year ended 31/03/2017: The Company is engaged in only one business segment - Pharmaceutical Bulk drug and drug intermediate (API- Active Pharmaceutical Ingredients) on contract manufacturing basis only. Therefore, there is single segment assets and liabilities only. There was no geographical segment as well. xxv) Accounting Standard (AS-20) on Earnings Per Share: As required by Accounting Standards 20 issued by the Institute of Chartered Accountants of India, the earning per share (EPS) is calculated by dividing the profit attributable to the equity share holders by the average number of equity shares outstanding during the year and is ascertained as follows: ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Particulars Year ended Year ended 31.03.2017 31.03.2016 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Profit/(Loss) available to the equity shares Rs. (9,490,312) (40,530,524 Weighted average no. of equity shares 7385000 7385000 Nominal value of equity shares Rs. 10 10 Earning per share of Rs.10 each (basic/diluted) R s (1.29) (5.49) ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- xxvi) The company has not received intimation from suppliers regarding their status under the micro, small and medium enterprises and hence disclosure, if any, relating to balance outstanding including interest thereon, if any, as at the Balance Sheet date could not be ascertained, hence has not been furnished. Company has undertaken steps to prepare a panel of such suppliers and seek all the relevant information, so as to classify and monitor relevant information in future. xxvii) A sum of Rs.30.43 lakh is receivable on account of TDS deducted on Job charges from the Income Tax department for the F.Y. 2012-13, 2014-15, 2015-16 and 20.16-17. Income tax returns for the year 12-13 & 14-15 have already been filed within time and refunds are under process. However, TDS for 16-17 would be refundable/ claimed from the Department on filing of ITR for the year concerned. These will be adjusted, as and when returns are processed and orders/refunds are received by the Company. xxviii) Cenvat/Service Tax Input credit taken/ paid on input cost/services, availed against goods manufactured and under reverse charge obligation of the Company during the year. xxix) Preparation of Financial Statements: The Financial Statements as on the closing date of 31st March, 2017 are prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended). Applicability of Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under section 133 of the Act, will be applicable to company with effect from 1st April, 2017. Accordingly, the adjustments to Financial information of the company for year ended 31st March, 2017 and the transition date opening balances as at April 1, 2016 will be dealt with in the Financial Statements prepared for the year 2017-18. 113
xxx) Related Party disclosure: A) List of Related Parties: i) Subsidiaries / holding Cos. : Name Country Relationship Kimia Biosciences Ltd.* India Holding ii) Key Managerial Personnel: Name Designation Mr. Sameer Goel* CMD Mr. Sachin Goel* Director B) Transactions with Related Parties (Rs. Lakhs): Particulars Volume of Transactions during Amount Outstanding the year ended as on i) Kimia Biosciences Ltd.: 31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16 a) Loans taken/(repaid) (secured & unsecured) -Net 102.63 674.76 777.39 674.76 b) Interest on Loans 25.13 38.46 57.22 34.61 c) Job Income Received 97.5-0.11 - d) Other Income Received (Technical fee/rent charges) 31.62 - - - e) Purchases -In transit 29.88-29.88 - e) Sale of traded goods 48.5 - - - * These parties considered as related parties effective from 29th March, 2016, subsequent to Change in management and Appointment as Directors on the Board of the company. xxxi) Previous year figures have been regrouped/re-arranged wherever necessary to correspond with the current year's classification/ disclosure and rounded off to nearest one rupee. xxxii) Disclosure on Specified Bank Notes (SBNs): During the year, the Company had Specified Bank Notes or other denomination Notes as defined in the MCA notification, GSR 308(E) dated 31st March, 2017. The details of SBNs held and transacted during the period from 8 November, 2016 to 30 December, 2016, the denomination-wise SBNs and other notes as per the notification are as follows: SBNs Other denomination notes Total Closing cash in hand as on 08.11.2016 240000 9195 249195 Add: Permitted receipts - 213550 213550 Less: Permitted payments - 212538 212538 Less: Amount deposited in Banks 240000-240000 Closing cash in hand as on 30.12.2016-10207 10207 xxxiii) Notes 1 to 25 form an integral part of the statement of accounts of the company comprising Balance Sheet as on 31st March'2017 and the Profit & Loss Statement for the year ended on that date. Signed for identification. For A K Jalan & Associates For and on behalf of the Board Chartered Accountants (FRN 500107N) CA A K Jalan, FCA Sameer Goel Sachin Goel Partner Managing Director Director M. No. 052776 Pratibha Anand Company Secretary New Delhi, May 30, 2017 New Delhi, May 30, 2017 114
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Note: 20 SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE ACCOUNTS 1. Corporate information 'Kimia Biosciences Pvt. Ltd. (KBPL) is involved in manufacturing, importing, marketing & indenting of high quality Active Pharmaceutical Ingredients (APIs) and intermediates to almost all the major pharmaceutical companies in India. KIMIA ranks amongst the leading API suppliers operating in India. Its international network with sourcing office in China enables it to give the best possible service, product quality assurance systems and predefined documentation processes form the basis of our current purchasing operations. We are currently cooperating with many pharmaceutical companies as prior and excellent supplier. We pride ourselves on superior service and reliability. We envision becoming the best service provider in the API industry offering an exclusive product range of nationwide clientele. We build trust and long lasting relationship with our business partners, suppliers on one side and customers on the other, dealing with them with the highest standards of professionalism, integrity and ethics. Kimia has established its R&D facility at Bhiwadi to improve upon processes and cost. Regd. Off. Corp. Off. Godown R&D facility : Village: Bhondsi, Tehsil : Sohna, District : Gurgaon, Haryana-122102. : 974, Agarwal Millenium Tower- II, Netaji Subhash Place, Pitampura, Delhi. : A-5/1 & A-5/2, Mandir Mohalla, Samaypur, Delhi. : Village: Bhondsi, Tehsil : Sohna, District : Gurgaon, Haryana-122102. 2. Significant accounting policies i) Basis of preparation Financial statements have been prepared under historical cost convention from books of accounts maintained on an accrual basis in conformity with accounting principles generally accepted in India and comply with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013 ('Act') read with Rule 7 of the Companies (Accounts) Rules, 2014 and other applicable provisions of the Act to the extent notified. All assets and liabilities have been classified as current or non-current as per the Company's normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current/non-current classification of assets and liabilities. The Company is a Small and Medium Sized Company (SMC) as defined in the General Instructions in respect of Accounting Standards notified under the Companies Act, 2013. Accordingly, the Company has complied with the Accounting Standards as applicable to a Small and Medium Sized Company. ii) Revenue recognition Revenue from sale of goods is recognized when all the significant risks and rewards of ownership in the goods are transferred to the buyer as per the terms of the contract and no 122
significant uncertainty exist regarding the amount of the consideration that will be derived from the sale of goods. Sales are recognized net of trade discounts, rebates, sales taxes and excise duties. iii) Research and Development Revenue expenditure pertaining to research is charged to the Statement of Profit and Loss under the respective revenue heads w.e.f. 01.09.2015 (date from which R&D activity has started). Development costs of products are also charged to the Statement of Profit and Loss unless a product's technical feasibility and other criteria as set out in paragraph 44 of AS 26 - 'Intangible Assets' have been established, in which case such expenditure is capitalised. The amount capitalised comprises expenditure that can be directly attributed or allocated on a reasonable and consistent basis to creating, producing and making the asset ready for its intended use. Fixed assets utilised for research and development are capitalised and depreciated in accordance with the policies stated for Tangible assets. iv) Fixed Assets Tangible Assets-: Tangible Assets are stated at their original cost, which includes expenditure incurred in the acquisition of Assets/construction of Assets, Pre-operative expenses till the commencements of operation and Interest up to the date of commencement of commercial production. Subsequent expenditures related to an item of tangible asset are capitalised only if they increase the future benefits from the existing asset. Tangible assets are stated at acquisition cost net of accumulated depreciation and accumulated impairment losses, if any. Items of tangible assets that have been retired from active use and are held for disposal are stated at the lower of their net book value and net realizable value and are shown separately in the financial statements under "Other current assets". Any expected loss is recognized immediately in the Statement of Profit and Loss. Tangible assets not ready for the intended use on the date of Balance Sheet are disclosed as "Capital work-in-progress". Losses arising from the retirement of, and gains or losses arising from disposal of tangible assets which are carried at cost are recognized in the Statement of Profit and Loss. Intangible Assets-: Intangible assets are recognised when it is probable that the future economic benefits that are attributable to the assets will flow to the Company and cost of assets can be measured reliably. Intangible assets are stated at acquisition cost, net of accumulated amortisation and accumulated impairment losses, if any. Depreciation and Amortisation-: Depreciation for Tangible assets is provided on a pro-rata basis based on life assigned to each asset in accordance with Schedule II of the Companies Act, 2013 on straight line method. Depreciation has been charged on Straight line method during the year. 123
Tangible assets costing Rs. 5,000 or less are fully depreciated in the year of purchase. Intangible assets are amortized on a straight line basis. Useful life of Intangible assets is considered ten years. v) Inventories Inventories are valued at the lower of cost and net realisable value. The net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and estimated costs necessary to make the sale. Finished goods and workin-progress include all costs of purchases, conversion costs and other costs incurred in bringing the inventories to their present location and condition. Cost of raw material and packing materials are determined using weighted average method. Costs of finished goods and work in process include cost of raw material and packing materials, cost of conversion and other costs incurred in bringing the inventories to the present location and condition. Cost of stores and spares parts are determined using weighted average cost method. vi) Income Taxes Tax expense for the year comprises current tax and deferred tax. Current tax is measured at the amount expected to be paid to the taxation authorities using the applicable tax rates and tax laws. Deferred tax is recognized for all the timing differences, subject to the consideration of prudence in respect of deferred tax assets. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. Deferred tax assets are recognized and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. In situations where the Company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits. The carrying amount of deferred tax assets is reviewed at each Balance Sheet date for any write down, as considered appropriate. vii) Foreign Currency Transactions Foreign currency transactions are accounted for at the exchange rates prevailing at the date of the transaction. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognized in the Statement of Profit and Loss. viii) Borrowing Cost Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalized for the period until the asset is ready for its intended use. Other borrowing costs are recognized as expense in the year in which they are incurred. ix) Use of Estimates The preparation of the financial statements in conformity with the generally accepted accounting principles requires that the management makes estimates and assumptions 124
that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities as at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. 3. Segment reporting The Company's main business is of manufacturing and sale of Pharmaceutical goods (API) and consist major revenue on account of export out of India. As such, there are no separate reportable segments, as per the Accounting Standard on 'Segment Reporting' (AS 17), notified by the Companies (Accounting Standards) Rules, 2006. 4. The Company had sought confirmation from its vendors on their status under Micro, Small and Medium Enterprises Development Act, 2006". Based on the information available with the Company, there are no dues outstanding to parties covered under the "The Micro, Small and Medium Enterprises Development Act, 2006". Further the Company has not received any claim for interest under the terms of the "The Micro, Small and Medium Enterprises Development Act, 2006. 5. Auditors Remuneration: Auditors' Remuneration amounting to Rs.1,43,750/- to Statutory Auditors provided during the year. 6. Provision and Contingent Liabilities and contingent assets: The company recognizes a provision when there is a present obligation as a result of past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or present obligation that the likely hood of outflow of resources is remote, no provision/disclosure is made. Contingent assets are neither recognized nor disclosed in the financial statements. P.Y. -NIL-. 7. Expenditure on Research and Development-: Revenue Expenditure during the year (included in various heads of Statement of Profit & Loss)* Particulars Year ended Year ended March March 31, 2017 31, 2016 Raw materials/consumables consumed 2,545,690 6,38,988 Salaries, wages and bonus 9,059,239 49,17,920 Other Operating Expenses 2,614,386 14,39,853 Total 1,38,30,206.56 69,96,761 * Excluding Depreciation Capital Expenditure during the year (included in Note of Fixed Assets) 125
Particulars Year ended Year ended March 31, 2017 March 31, 2016 Plant & Machinery 1602202 14257369 Office Equipments/Fixtures/Computer 889322 188660 Land and Building - 62,682 Vehicle-Car 1,536,518 - Intangible Assets 200059 - Total 4228100 14508711 8. Related Party disclosures under Accounting Standard 18 Name of related party and nature of related party relationship: A. Key Management Personnel Sameer Goel Sachin Goel Director Director A. Enterprise over which Directors are interested: Biotavia Labs Private Limited Biotavia Pharm Limited Zeneses Bosciences Private Limited Laurel Organics Ltd. B. Transactions with above parties Particulars Enterprises Key Management where Directors Personnel are interested 2016-17 2015-16 2016-17 2015-16 Commission on Consignment Sale 8,80,152 1,41,780 To Biotavia Labs Private Limited - - - - Purchases of goods 15,86,11,950.00 4,44,60,150 - - From Zeneses Bosciences Pvt. Ltd. Commission on Consignment Sale 9,30,345 2,61,026 - - Biotavia Pharm Limited Purchases of goods 5,563,712.10 Job-work Charges Paid 9,555,002.00 Rent Paid 170,625.00 Technical Fees 3,150,000.00 Sale of goods 2,988,000.00 Loans to Laurel Organics Ltd (Net) 10,262,745.00 Laurel Organics Ltd 6,74,76,053 - - Remuneration to Director - - 76,00,000 48,00,000 126
Loan received- Sachin Goel - - - 10,50,000 Loan received- Sameer Goel - 1,51,76,000 Loan repaid-sachin Goel - - - 38,50,000 Loan repaid-sameer Goel - 1,86,56,176 Balance outstanding - - 2,08,43,565 2,13,10,093 Remuneration Payable - - 20,19,872 2,86,400 Laurel Organics Ltd. considered as related party effective from 29th March,2016, subsequent to Share Purchase Agreements (Subject to SEBI Approvals) and Appointment of common Directors on the Board of the Laurel Organics Ltd. 9. Earnings Per Share Particulars FY 2016-17 FY 2015-16 Profit/(loss) after tax 1,11,39,389 55,88,405 Weighted average number of equity shares outstanding 1104800 1104800 Earnings per share-basic (Rs.) 10.08 5.06 10. Managerial Remuneration Particulars FY 2016-17 FY 2015-16 Director Remuneration 76,00,000 48,00,000 11. Value of imports on CIF basis Particulars FY 2016-17 FY 2015-16 Capital Goods - 56,99,407 Raw Materials 3,20,589,334 277,037,133 12. Earnings in foreign currency Particulars FY 2016-17 FY 2015-16 EXPORTS-CIF 2,17,50,576.75-13. Expenditure in foreign currency (accrual basis) Particulars FY 2016-17 FY 2015-16 Travelling 1,876,207.47 1,007,430 Salary 1,772,847 1,980,488 Others 673,708.33 371,405 Total 4,322,762.52 3,359,323 127
14. Statement of additional information Raw and Packing Materials consumed Particulars FY 2016-17 FY 2015-16 Indigenous 2,44,85,288 11,43,07,537 Imported 13,59,06,801 28,86,95,329 Total 360,392,089.00 40,30,02,866 15. Based in Share Purchase Agreement with the promoters of Laurel Organics Limited ("LOL"), the has acquired entire promoter shareholding of LOL i.e. 3,629,500 Equity Shares ("SPA shares") representing 49.15% of the paid up share capital of the of the LOL during the year. Company also acquired 98,600 shares of LOL through Takeover Open Offer under Regulation 3(1) and 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to acquire substantial shares and control over the Laurel. As the close of year company is holding 50.49% share holding of Laurel resulted in being the holding company of LOL. The amount so invested shown under Non Current Investment. 16. Disclosure on Specified Bank Notes (SBNs): During the year, the Company had Specified Bank Notes or other denomination Notes as defined in the MCA notification, GSR 308(E) dated 31st March, 2017. The details of SBNs held and transacted during the period from 8 November, 2016 to 30 December, 2016, the denominationwise SBNs and other notes as per the notification are as follows: SBNs Other Total denomination notes Closing cash in hand as on 08.11.2016 5,27,000 11,903 5,38,903 Add: Permitted receipts - 2,33,668 2,33,668 Less: Permitted payments - 2,02,193 2,02,193 Less: Amount deposited in Banks 5,27,000-5,27,000 Closing cash in hand as on 30.12.2016-43,378 43,378 17. Notes 1 to 20 form an integral part of the statement of accounts of the company comprising Balance Sheet as on 31st March'2017 and the Profit & Loss Statement for the year ended on that date. 18. Previous year figures have been regrouped/ re-casted wherever necessary As per our report of even date For Charnalia Bhatia & Gandhi Chartered Accountants Firm Registration No 012006N Sd/- Sd/- CA Arun Bhatia Sameer Goel Sachin Goel Partner DIN- 00161786 DIN- 00161762 Membership No-082789 (Director) (Director) Date: 23rd August 2017 Place: New Delhi 128
KIMIA BIOSCIENCES LTD. BALANCE-SHEET AS AT 31st MARCH 2017 Amount in Rupees Particulars Note As at 31.03.2017 As at 31.03.2016 No. (Rs.) (Rs.) I. EQUITY & LIABILITIES : 1 Shareholder s Fund: (a) Share Capital 1 11,048,000 11,048,000 (b) Reserves and Surplus/(Loss) 2 31,338,543 20,199,154 (c) Money received against share warrants 42,386,543 31,247,154 2 Non-current Liabilities (a) Long-term borrowings 3 123,386,954 117,018,068 (b) Deferred tax liabilities (Net) 4 1,508,487 1,089,126 124,895,441 118,107,194 3 Current Liabilities (a) Short-term borrowings 5 78,579,827 57,259,448 (b) Trade payables 6 135,194,344 114,888,796 (c) Other current liabilities 7 5,530,978 4,104,715 (d) Short-term provisions 8 12,499,192 5,619,357 231,804,341 181,872,316 TOTAL 399,086,325 331,226,664 II. ASSETS 1. Non-current Assets (a) Fixed Assets 9 (i) Tangible assets 43,640,509 43,561,807 (ii) Intangible assets 1,145,764 1,067,744 (iii) Capital work-in-progress 2,193,550 1,943,550 (iv) Intangible assets under development (v) Fixed assets held for sale 46,979,823 46,573,101 (b) Non-current investments 13,557,729 - (c) Deferred tax assets (net) - - (d) Long-term loans and advances - - (e) Other non-current assets - - 13,557,729-2. Current Assets (a) Current Investments - - (b) Inventories 10 73,869,417 48,821,265 (c) Trade receivables 11 148,466,523 133,613,132 (d) Cash and cash equivalents 12 17,568,584 17,382,614 (e) Short-term loans and advances 13 92,712,550 77,505,390 (f) Other current assets 14 5,931,698 7,331,162 338,548,773 284,653,563 Total 399,086,325 331,226,664-0 Summary of significant accounting policies 20 and other Notes The accompanying notes are an integral part of the financial statements In terms of our attached report of even date For CHARNALIA BHATIA & GANDHI For and on behalf of the Board of Directors Chartered Accountants Sd/- Sd/- (ARUN BHATIA) Director Director Partner (SAMEER GOEL) (SACHIN GOEL) Place : Delhi Place : Delhi Date : 23.08.2017 Date : 23.08.2017 129
KIMIA BIOSCIENCES LTD. Statement of Profit and Loss for the year ended 31 March 2017 Amount in Rupees Particulars Note- For the year For the year No. Ended 31.03.2017 Ended 31.03.2016 (Rs.) (Rs.) A. CONTINUING OPERATIONS 1 Revenue from operations 15 687,088,520 453,685,203 Manufactured goods 437,506,484 352,529,043 Traded goods 249,582,036 101,156,160 2 Other income 15.a 10,030,996 7,958,297 3 Total Revenue ( 1 + 2 ) 697,119,516 461,643,500 IV. Expenses: (a) Cost of materials consumed 16.a 360,392,089 247,201,524 (b) Purchases of stock-in-trade 16.b 248,412,207 101,896,577 (c) Changes in inventories of finished goods 16.c (31,353,252) 31,683,363 work-in-progress and stock-in-trade (e) Employee benefits expense 17 24,512,501 21,784,428 (f) Finance costs 18 8,615,244 10,658,843 (g) Depreciation and amortisation expense 9 3,958,298 2,821,695 (d) Other Manufacturing Expenses 19.a 20,079,145 8,849,818 (h) Administration expenses 19.b 23,881,246 13,270,150 (i) Selling & Distribution Expenses 19.c 7,381,431 2,532,650 (j) R&D Expenses 19.d 14,219,315 6,996,761 (k) Exchange Fluctuation Loss 19.e - 5,701,614 Total expenses 680,098,223 453,397,424 5. Profit / (Loss) before exceptional and 17,021,293 8,246,077 extraordinary items and tax (3-4) 6. Exceptional items 7. Profit / (Loss) before extraordinary 17,021,293 8,246,077 items and tax (5 + 6) 8. Extraordinary items-depreciation reworking - (229,554) due to change of method WDV to SLM 9 Profit / (Loss) before tax (7 + 8) 17,021,293 8,475,631 10. Tax expense: (a) Current tax expense for current year 5,462,543 2,098,627 (b) (Less): MAT credit (where applicable) (c) Current tax expense relating to prior years (d) Net current tax expense 5,462,543 2,098,627 (e) Deferred tax 419,361 788,599 5,881,904 2,887,226 11 Profit / (Loss) from continuing 11,139,389 5,588,405 operations (9 +10) 12. Profit / (Loss) from discontinuing operations (12.i + 12.ii + 12.iii) B TOTAL OPERATIONS 13. Profit / (Loss) for the year (11 + 12) 11,139,389 5,588,405 Summary of significant accounting policies 20 and other Notes The accompanying notes are an integral part of the financial statements In terms of our attached report of even date For CHARNALIA BHATIA & GANDHI For and on behalf of the Board of Directors Chartered Accountants (ARUN BHATIA) Director Director Partner (SAMEER GOEL) (SACHIN GOEL) Place : Delhi Place : Delhi Date : 23.08.2017 Date : 23.08.2017 130
KIMIA BIOSCIENCES LTD. Note 1 : Share Capital Notes forming part of the financial statements Amount in Rupees As at 31 March 2016 As at 31 March 2017 Particulars Number of Rs. Number of Rs. shares shares (a) Authorised Equity shares of Rs. 10 each 5,000,000 50,000,000.00 5,000,000 50,000,000.00 with voting rights (b) Issued Equity shares of Rs. 10 each 1,104,800 11,048,000.00 1,104,800 11,048,000.00 with voting rights (c) Subscribed and fully paid up Equity shares of Rs. 10 each 1,104,800 11,048,000 1,104,800 11,048,000.00 with voting rights 1,104,800 11,048,000.00 1,104,800 11,048,000.00 Total 1,104,800.00 11,048,000.00 1,104,800.00 11,048,000.00 Particulars Opening Fresh Bonus ESOP Conversion Buy Other Closing Balance issue back changes Balance (give details) Equity shares with voting rights Year ended 31 March, 2017 - Number of shares 1,104,800 - - - - - 1,104,800.00 - Amount (Rs.) 11,048,000.00 - - - - - 11,048,000.00 Year ended 31 March, 2016 - Number of shares 500,000 604,800.00 - - - - - 1,104,800 - Amount (Rs.) 5,000,000.00 6,048,000.00 - - - - - 11,048,000.00 131
KIMIA BIOSCIENCES LTD. NOTES FORMING PART OF THE FINANCIAL STATEMENTS Amount in Rupees Particulars For the year ended For the year ended as at 31 March 2017 as at 31 March 2016 Note 2 : Reserves and surplus (a) Surplus / (Deficit) in Statement of Profit and Loss Opening balance 11,747,154 6158749 Add: Profit / (Loss) for the year 11,139,389 5588405 Closing balance 22,886,543 11747154 (b) Securities Premium 8,452,000 8452000 Total 31,338,543 20199154 Note 3 : Long-term borrowings (a) Term loans From banks - Secured 6,563,262 6494377 (b) Loans and advances from related parties- Unsecured 18,823,693 21023693 (c) Other loans and advances- Unsecured 97,999,999 89499998 Total 123,386,954 117018068 Note 4 : Deferred tax (liability) / asset Tax effect of items constituting deferred tax liability Tax effect of items constituting deferred tax assets On difference between depreciation as per book and as per tax on fixed assets 1,508,487 1089126 Net deferred tax asset 1,508,487 1089126 Note 5 : Short-term borrowings Interest payable within One year 12,531,510 7423273 Loans repayable on demand From banks -Secured 66,048,317 49836175 Total 78,579,827 57259448 Note 6 : Trade payables Trade payables: ('Other than Acceptances) 135,194,344 114888796 Total 135,194,344 114888796 Note 7 : Other current liabilities (i) Statutory remittances 2,247,309 1467953 (ii) Advances from customers - 2310600 (iii) Others 3,283,669 326162 Total 5,530,978 4104715 Note 8 : Short-term provisions Provision for Salary 4,712,579 2181917 Provision for Excise Duty 2,177,555 1222213 Provision for ESI and PF 146,515 116600 Provision for tax 5,462,543 2098627 Total 12,499,192 5619357 Note 10 : Inventories (At lower of cost and net realisable value) (a) Raw materials 16,725,088 23030188 (b) Work in Progress 11,474,946 878779 (c) Finished Goods/Stock in Trade 45,669,384 24912299 Total 73,869,417 48821265 132
KIMIA BIOSCIENCES LTD. NOTES FORMING PART OF THE FINANCIAL STATEMENTS Amount in Rupees Particulars For the year ended For the year ended as at 31 March 2017 as at 31 March 2016 Note 11 : Trade receivables Trade receivables outstanding for a period exceeding six months from the date they were due for payment Unsecured, considered good 1,070,787 1070787 Other Trade receivables Unsecured, considered good 147,395,737 132542345 Total 148,466,523 133613132 Note 12 : Cash and cash equivalents (a) Cash on hand 322,044 200778 (b) Balances with banks (i) In current accounts 99,910 606821 (ii) In Fixed Deposit (As Margin Money) 17,146,630 10814715 (iii) In earmarked Escrow accounts - 5760300 - Balances held as margin money Total 17,568,584 17382614 Note 13 : Short-term loans and advances (a) Loans and advances to Others - Unsecured, considered good 77,738,798 67476053 (b) Security deposits - Unsecured, considered good 2,355,500 1759000 (c) Loans and advances to employees,supplier & Others - Unsecured, considered good 477,685 745949 (d) Loans and advances for capital goods 100,000 100000 (e) Prepaid expenses - Unsecured, considered good 251,604 290352 (f) Balances with government authorities - Unsecured, considered good-including Advance Taxes 11,788,963 7134036 Total 92,712,550 77505390 Note 14 : Other current assets Advance/cost for acquision of Investment - 1067366 Interest Accrued on FDR 82,680 62272 Insurance Claim Receivable - 2666250 Other Advances 120,168 68252 Interest Receivable-Others 5,728,851 3467022 Total 5,931,698 7331162 Note 15 : Revenue from operations Sale of products Manufactured goods 437,506,484 352529043 Traded goods 249,582,036 101156160 Total 687,088,520 453685203 Note 15.a : Other income (a) Interest Including on deposits with Banks 3,418,563 4839670 (b) Liability no longer required w/back other - 1000016 (c) Exchange Rate Fluctuation Gain 5,992,046 0 133
KIMIA BIOSCIENCES LTD. NOTES FORMING PART OF THE FINANCIAL STATEMENTS Amount in Rupees Particulars For the year ended For the year ended as at 31 March 2017 as at 31 March 2016 (d) Duty Draw Back 347,649 0 (e) Commission 250,500 182000 (f) Misc. Income/Discount Received 15,652 8125 (g) Provision written back (excise duty) - 1928486 (h) Profit on Fixed Asset Sale 6,587 0 Total 10,030,996 7958297 Note 16.a : Cost of materials consumed Raw materials (including purchased components and packing materials) consumed'. Opening stock 23,030,188 1842626 Add: Purchases 354,086,989 268389086 Less: Closing stock 16,725,088 23030188 Total 360,392,089 247201524 Note 16.b : Purchase of traded goods 248,412,207 101896577 Total 248,412,207 101896577 Note 16.c : Changes in inventories of finished goods, work-in-progress and stock-in-trade Inventories at the end of the year: Finished goods 45,669,384 24112299 Work-in-progress 11,474,946 878779 Stock-in-trade (consingment) - 800000 Inventories at the beginning of the year: Finished goods 24,112,299 57474440 Work-in-progress 878,779 Stock-in-trade 800,000 Net (increase) / decrease (31,353,252) 31683363 Note 17 : Employee benefits expense Salaries and wages 23,654,258 21445464 Staff Training & Recruitment Expenses 44632 49938 Staff welfare expenses 813,611 289026 Total 24,512,501 21784428 Note 18 : Finance costs Interest Paid -Other Loans 5,222,342 7523390 Bank Charges 1,767,566 1242878 (a) Interest expense on: (i) Borrowings 964,941 1304598 (ii) Others - interest on Car Loan 660,395 587977 (b) Other borrowing costs (c) Net (gain) / loss on foreign currency transactions and translation Total 8,615,244 10658843 134
KIMIA BIOSCIENCES LTD. NOTES FORMING PART OF THE FINANCIAL STATEMENTS Amount in Rupees Particulars For the year ended For the year ended as at 31 March 2017 as at 31 March 2016 Note 9 : Depreciation and amortisation expense Depreciation expense 3,958,298 2821695 Amortisation expense Total 3,958,298 2821695 Note 19 : Other expenses: Note 19.a : Other Direct Expenes Clearing Agency Charges 83,326 189304 Freight & Cartage Inwards 1,376,405 948177 Job Work Charges 16,636,163 6983605 License Fee 318,148 29243 Loading & Unloading Charges 108,144 67132 Stock Loss 85151 Packing Expenes 29,738 9830 Sample Expenses 17,282 0 Shipping Line Charges 371,082 509209 Other Exp.-Cenvat/Vat not used 1,138,857 28166 20,079,145 8849818 Note 19.b : Administration expenses Audit Fees (Refer note below) 143,750 114500 Books & Periodicals 284 194 Computer Repair & Other IT Exp. 72,718 64134 Consultancy Fee 7,215,850 3872021 Legal & Professional Charges 341,526 641330 Conveyance Exp. 686,074 291683 Donation 160,000 165000 Electricity /water Exp. 265,750 90022 Freight Expenses - 474742 Festival Exp 535,729 579259 Filling Fees 7,200 16948 Insurance Expenses 576,808 422424 Interest On Custom Duty 15,904 4307 Interest On Service Tax 63,600 2670 Interest On Tds 60,416 13608 Interest On Income Tax - 154317 FEES & SUBSCRIPTION 758,719 544038 Postage & Courier Exp 257,166 109409 Printing & Stationery 114,909 71756 Rent 3,290,230 1274724 Repair & Maintainace - Others 102,165 6788 Repair & Maintainace - Office 998 18992 Repair & Maintenanec Vehicle 100,726 0 Software Development Charges - 27457 135
KIMIA BIOSCIENCES LTD. NOTES FORMING PART OF THE FINANCIAL STATEMENTS Amount in Rupees Particulars For the year ended For the year ended as at 31 March 2017 as at 31 March 2016 Technical & Professional 2,192,443 123855 Telephone & Internet Expense 416,234 307821 Tour & Travelling Exp. - Domestic 2,510,927 1530410 Tour & Travelling Exp. - Foreign 1,876,207 1007430 Registration Charges/Stamp Duty 82,250 5000 Provision For Excise Duty 955,342 0 Service Tax 634,254 855662 Assets discarded/w/off - 1981 Miscellaneous incl. House keeping Expenses 32,625 29788 Short & Excess (2,422) 89122 Excess Interest Provision w/off - 358757 In trasit Loss/Insurance claim 319,773 0 Income Tax paid 93,090 0 23,881,246 13270150 Note 19c. : Selling & Distribution Expenses Advertisement 69,499 81750 Business Promotion Exp. 1,285,089 957076 Commission & Brokerage 3,286,987 973004 Freight & Cartage Outward 687,239 362194 Testing Charges 295,817 158626 Rebate & Discounts 1,756,800 0 7,381,431 2532650 Note 19.d : R&D Expenses: Chemicals & Consumables consumed 2,545,690 638989 Employee benefits expense 9,059,239 4917920 Administration expenses 2,614,386 1439853 14,219,315 6996761 Note 19.e : Exchange Rate fluctuations: Exchange Fluctuation A/C - 5701614 Total 65,561,136 37350994 Notes: (i) Payments to the auditors comprises : As auditors - statutory audit 143,750 114500 For taxation matters Total 143,750 114500 136
KIMIA BIOSCIENCES LTD. NOTES FORMING PART OF THE FINANCIAL STATEMENTS Note 9. FIXED ASSETS Amount in Rs. Gross Block Depreciation Block Net Block Assets As on Additions Deletion As on Upto During the Adjustment Upto As on As on 01.04.16 31.03.17 01.04.16 year 31.03.16 31.03.17 31.03.16 Plant & Laboratory Equipments 17322787 1602202 119667 18805322 1190357 1696322-6587 2880092 15925229 16132430 Computers 1511231 516825 0 2028056 875848 362278 0 1238126 789930 635383 Office Equipments 266200 159549 0 425749 130969 62384 0 193353 232396 135231 Furniture & Fixtures 599120 212948 0 812068 97137 89769 0 186906 625162 501983 Land & Building 18550032 0 0 18550032 170593 293709 0 464301 18085730 18379439 Vehicle-Car 8738250 1536518 0 10274768 960908 1331798 0 2292706 7982062 7777342 46987620 4028042 119667 50895994 3425813 3836260-6587 7255485 43640509 43561807 Intangible Assets 1165851 200059 0 1365910 98107 122038 0 220145 1145764 1067744 Capital WIP 1943550 250000 0 2193550 0 0 0 0 2193550 1943550 Total 50097021 4478100 119667 54455454 3523920 3958298-6587 7475630 46979823 46573101 Previous Year 26302638 24930042 1135659 50097021 931779 2821695-229554 3523920 46573101 25370859 137
LAUREL ORGANICS LTD. 'BALANCE SHEET (Provisional) AS AT 30th June 2017 Annexure-X Amount in Rupees Particulars Note As at 30.06.2017 As at 31.03.2017 No. (Rs.) (Rs.) I. EQUITY & LIABILITIES : 1 Shareholder s Fund: (a) Share Capital 1 113,850,000 113,850,000 (b) Reserves and Surplus/(Loss) 2 (126,947,072) (122,132,773) (13,097,072) (8,282,773) 2 Non-current Liabilities (a) Long-term borrowings 3 124,191,107 97,938,798 (b) Deferred tax liabilities (Net) 4 2,073,803 2,073,803 (c) Other Long-term liabilities 5 - - (d) Long-term provisions 6 3,474,450 3,568,498 129,739,360 103,581,099 3 Current Liabilities (a) Short-term borrowings - - (b) Trade payables 7 105,043,732 4,088,266 Total outstanding due to Micro Enterprises and small enterprises Total outstanding due to other than Micro Enterprises and small enterprises 14,896,224 18,073,339 (c) Other current liabilities 8 18,073,339 6,691,366 (d) Short-term provisions 9 - - 119,939,956 22,161,605 TOTAL 236,582,245 117,459,931 II. ASSETS 1. Non-current Assets (a) Fixed Assets 10 (i) Tangible assets 65,728,457 66,637,831 (ii) Intangible assets 2,538 2,538 (iii) Capital work-in-progress 36,219,203 30,735,781 (iv) Intangible assets under development - - (b) Non-current investments - - (c) Long-term loans and advances 11 1,266,490 1,266,490 (d) Other non-current assets 12 1,675,000 1,675,000 104,891,688 100,317,640 2. Current Assets (a) Current Investments - - (b) Inventories 13 97,913,273 6,225,319 (c) Trade receivables 14 15,082,054 753,905 (d) Cash and cash equivalents 15 65,222 520,581 (e) Short-term loans and advances 16 15,132,376 7,929,188 (f) Other current assets 17 3,497,632 1,713,298 131,690,557 17,142,291 Total 236,582,245 117,459,931 - - For and on behalf of the Board of Directors Sd/- Director (SAMEER GOEL) 138
LAUREL ORGANICS LTD. STATEMENT of PROFIT & LOSS (Provisional) FOR THE PERIOD ENDED 30th June 2017 Amount in Rupees Particulars Note- PERIOD ENDED YEAR ENDED No. 30.06.2017 31.03.2017 (Rs.) (Rs.) I. Revenue from operations 18 12,186,606 14,600,000 II. Other income 19 1,042,028 5,918,056 III. Total Revenue ( I + II ) 13,228,634 20,518,056 IV. Expenses: Cost of raw material consumed 63,591,254 - Change in inventories of finished goods, 20 (57,326,272) 3,539,746 work-in-progress and Stock-in-trade Employee benefit expense 21 4,720,377 7,507,379 Finance costs 22 777,402 2,690,191 Depreciation and amortization expense 10 1,164,455 3,474,661 Other expenses 23 5,115,716 13,557,004 Total Expenses 18,042,932 30,768,981 V. Profit before exceptional and extraordinary items and tax ( III - IV ) (4,814,298) (10,250,925) VI. Exceptional Items - - VII. Profit before extraordinary items and (4,814,298) (10,250,925) tax ( V - VI ) VIII. Extraordinary Items - - IX. Profit before tax ( VII - VIII ) (4,814,298) (10,250,925) X. Tax Expense: - Current Tax - - - Deferred Tax (L/(A)) 4 - (760,613) XI. Profit for the year from continuing operations ( VII - VIII ) (4,814,298) (9,490,312) XII. Profit from discontinuing operations - - XIII. Tax expense of discontinuing operations - - XIV. Profit from Discontinuing opeartions (after tax) ( XII - XIII ) - - XV. Profit for the period ( XI + XIV ) (4,814,298) (9,490,312) XVI. Earnings per equity share (Basic/Diluted) (Rs.) : (0.65) (0.13) For and on behalf of the Board of Directors Sd/- Director (SAMEER GOEL) 139
Annexure-XI KIMIA BIOSCIENCES LTD. BALANCE SHEET AS AT 30 JUNE 2017 (PROVISIONAL) Amount in Rupees Particulars Note As at 30.06.2017 As at 31.03.2017 No. 7(Rs.) (Rs.) I. EQUITY & LIABILITIES : 1 Shareholder s Fund: (a) Share capital 1 11,048,000 11,048,000 (b) Reserves and surplus 2 36,307,851 31,338,543 (c) Money received against share warrants 47,355,851 42,386,543 2 Non-current Liabilities (a) Long-term borrowings 3 117,955,641 123,386,954 (b) Deferred tax liabilities (net) 4 1,508,487 1,508,487 119,464,128 124,895,441 3 Current Liabilities (a) Short-term borrowings 5 59,128,407 78,579,827 (b) Trade payables 6 126,657,613 135,194,344 (c) Other current liabilities 7 27,249,629 5,530,978 (d) Short-term provisions 8 12,218,109 12,499,192 225,253,758 231,804,341 TOTAL 392,073,737 399,086,325 II. ASSETS 1. Non-current Assets (a) Fixed Assets 9 (i) Tangible assets 43,498,126 43,640,509 (ii) Intangible assets 1,211,172 1,145,764 (iii) Capital work-in-progress 2,143,550 2,193,550 (iv) Intangible assets under development (v) Fixed assets held for sale 46,852,848 46,979,823 (b) Non-current investments 13,557,729 13,557,729 (c) Deferred tax assets (net) - - (d) Long-term loans and advances - - (e) Other non-current assets - - 13,557,729 13,557,729 2. Current Assets (a) Current investments - - (b) Inventories 10 41,820,099 73,869,417 (c) Trade receivables 11 162,361,730 148,466,523 (d) Cash and cash equivalents 12 6,441,636 17,568,584 (e) Short-term loans and advances 13 115,124,011 92,712,550 (f) Other current assets 14 5,915,685 5,931,698 331,663,160 338,548,773 Total 392,073,737 399,086,325 - - For and on behalf of the Board of Directors Sd/- Director (SAMEER GOEL) 140
KIMIA BIOSCIENCES LTD. Statement of Profit and Loss for the year ended 30 June 2017 (Provisional) Amount in Rupees Particulars Note- For the period For the year No. Ended 30.06.2017 Ended 31.03.2016 (Provisional) (Rs.) (Rs.) A. CONTINUING OPERATIONS 1 Revenue from operations (Net) 15 175,182,655 687,088,520 Manufactured goods 101,602,942 437,506,484 Traded goods 73,579,713 249,582,036 2 Other income 15.a 3,182,672 10,030,996 3 Total Revenue ( 1 + 2 ) 178,365,327 697,119,516 4. Expenses: (a) Cost of materials consumed 16.a 64,380,671 360,392,089 (b) Purchases of stock-in-trade 16.b 72,012,577 248,412,207 (c) Changes in inventories of finished goods, 16.c 17,805,959 (31,353,252) work-in-progress and stock-in-trade (e) Employee benefits expense 17 7,089,352 24,512,501 (f) Finance costs 18 931,276 8,615,244 (g) Depreciation and amortisation expense 9 1,039,574 3,958,298 (d) Other Manufacturing Expenses 19.a 839,650 20,079,145 (h) Administration expenses 19.b 4,764,003 23,881,246 (i) Selling & Distribution Expenses 19.c 575,734 7,381,431 (j) R&D Expenses 19.d 3,957,224 14,219,315 Total expenses 173,396,019 680,098,223 5. Profit / (Loss) before exceptional and 4,969,308 17,021,293 extraordinary items and tax (3-4) 6. Exceptional items 7. Profit / (Loss) before extraordinary 4,969,308 17,021,293 items and tax (5 + 6) 8. Extraordinary items-depreciation reworking - - due to change of method WDV to SLM 9 Profit / (Loss) before tax (7 + 8) 4,969,308 17,021,293 10. Tax expense: (a) Current tax expense for current year - 5,462,543 (b) (Less): MAT credit (where applicable) (c) Current tax expense relating to prior years (d) Net current tax expense - 5,462,543 (e) Deferred tax - 419,361-5,881,904 11 Profit / (Loss) from continuing 4,969,308 11,139,389 operations (9 +10) 12. Profit / (Loss) from discontinuing operations (12.i + 12.ii + 12.iii) B TOTAL OPERATIONS 13. Profit / (Loss) for the year (11 + 12) 4,969,308 11,139,389 For and on behalf of the Board of Directors Sd/- Director (SAMEER GOEL) 141
LAUREL ORGANICS LTD. Details of Secured & Unsecured Creditors as on 30th June 2017 Annexure-XII S.No. Name Address Amount Due (Rs.) Secured Loans/Creditors: 1 Kimia Biosciences Ltd. 974,Aggarwal Millenium Tower-2, 9,600,000 NSP,Pitampura,New Delhi-110034 9,600,000 Unsecured Loans/Creditors: USD 1 Kimia Biosciences Ltd. 974,Aggarwal Millenium Tower-2, NSP,Pitampura,New Delhi-110034 2 Mekastar Finlease Limited Jain Bhawan 16/121-122, Faiz road Karol Bagh, Near Lal Maszid, New Delhi- 110005 Trade Creditors 1 Aastha Engineers 4969/3, Ist Floor, Bazar Sirkiwalan, Hauz Qazi, Delhi-110006 2 Acme Fluid Systems 152/2, Road No.5, GIDC Kathwada, Ahmedabad-382430 3 A.D.Enterprises E-19, Sanjay Colony, Opp. Punjab Rolling Mill, Sec-23, Faridabad-121005 (Haryana) 4 A.G.Gasochem Pvt.Ltd Village - Manakpura, Pinjore, Dist. Panchkulan 5 Agilent Technologies India Pvt.Ltd. Doddanakundi industrial Area, 4th Floor, "C" Block, RMZ Centennial, plot No.8A,8B,8C,8D ITPL Road, Mahadevapura Post, Bangalore-560048 94,391,107 20,200,000 114,591,107 21,888 458,827 37,054 24,361 57,050 6 Airfizz Systems Plot No. 58/7 Khasra No. 731, Lal Kuan 95,958 MB Road, New Delhi-110044 7 Alenix Power Project F-501, Top Floor Kuber Building, 701,856 Maidan Gari Delhi 110068 8 Alfatech INC. S-11, Varun Tower - 1 Sec-20B, Main 225,138 Mathura Road Faridabad Haryana 121001 9 Aman Enterprises 901, Gd Itl Tower,B-08, Netaji Subhash 49,992 Place,Pitampura,,Delhi-34 10 Arun Kumar Shona Road, Bhondsi, Gurgaon 3,450 11 Beetal Financial & Computer Services (P) Ltd. Beetal House, 3rd Floor 99 Mdangir,B/H Local shoping center Delhi 110062 82,394 12 Bharat Jyoti Impex 22,Shamldas gandhi Marg, (Princess Street), Mumbai - 400002 13 Biotavia Labs Pvt Ltd. Cr. C-29 Temple Colony Samaypur,Delhi- 110042,India 14 Blue Star Limited Vatika Atrium, 6th Floor, Golf Course Road, Sector-53, Gurgaon -122002 15 B R Trading Corpn. Shop No.3532, 2nd Floor Gali Hakim, Baqa Hauz Quzi Delhi 110006 143,408 6,584,000 29,326 41,224 16 Chandrasekaran Associates 11-F, pocket-iv, Mayur Vihar Phase-1, 78,750 Delhi-110091 17 Charan Gupta Consultants Pvt.Ltd. B-40,Sector-52,Noida-201307 U.P 18,400 142
18 C.V Pipe Distributors 2886, Bazar Sirkiwalan, Hauz Qazi, Delhi-110006 19 Darshan Kumar Opp. Capital Mall Bhiwadi Alwar Rajasthan 20 Deepali United Mfg.Pvt Ltd 30/108 Laxmi Industrial Estate New Link Road Andheri (W), Mumbai-400053, Maharashtra,India 21 Deltech Instruments Pvt.Ltd. S-21, Iind Floor, V3S Mall, Vikas Marg,Delhi-110092, India 22 Dignus Infra Pvt. Ltd Kuranwala Barwala raod, Derabassi Mohali Punjab 140507 23 Elxire It Services Pvt Ltd. 74, Sector -7 Market Faridabad Haryana 24 Enhance Ecotech Solution Pvt Ltd C-3, First Floor, Vishwakarma Colony, Prahladpur, Badarpur, New Delhi - 110044 25 Esskay Industrial Corporation Village - Mawai Post - Kheri Khelan, Nehar Par, Near Kheri pul Faridabad Haryana 121002 26 Gayatri Trading Company 523, Sector-4 Urban Estate, Gurgaon - 122001 27 Globe Chemicals F-72 RIICO Phase 1 Industrial Area Bhiwadi, Distt. Alwar (Rajasthan) 28 Gunjan Industrial Gases Vill.Raisika, Near Aggarwal Dhoba, Opp. Roz-ka-Meo Industrial Area, Nuh 179,920 96,644 180,846 50,888 89,599 8,453 75,450 468,110 7,597 22,474 38,893 29 Gyanjyot Enterprises (P) LTD F-142 Riico Industrial Area,Bhiwadi (Raj.)--301019, India 30 Himansu Engineers H.No - 118, Street No. 3 Tomar Colony, Kamal Pur Buradi Delhi 110084 137,697 19,023 31 Hitech Builders 1/9, Basement DFA Phase-2, Gurgaon, Hayana 32 Indiana Chem-Port 349,GIDC Estate, Po. Box 775, Makarpura, Vadodara-390010 33 Indo Pharmaceuticals Office No. 19, First Floor, Prasiddhi Complex, Saraspur, Ahmedabad- 380018,Gujarat,India 34 Industrial Gas & Chemicals Corpn. shiv nagar pataudi road,gurgaon- 122001 35 Infinium Pharmachem Pvt Ltd 205,Sigma Prime, 2nd Floor, Nr. Sardar patel Statue Vallabj Vidhyanagar, Dist. Anand-388120, Gujarat 1,485,399 99,101 1,798,872 28,541 121,635 36 ITL Labs Pvt.Ltd. B-283-84, Mangolpuri, Industrial Area, Phase-1, delhi-110083 37 Jagdamba Chemicals Shop No. 11, Gali No. 7, mata Road Near Sector-5 Petrol Pump, Gurgaon 5,980 62,768 38 Jaipur Golden Transport Co. 4735,Roshanara Road, Delhi-7 84 Private Ltd. 39 Jai Shree Enterprises Shop No.5, Maruti Kunj Road near KIIT 1,372 College, Gurgaon-122102 40 J R Corporation Plot No.1085/B-Lamdapura Road, 665,550 Manjusar, Ta : Savli, Dist: Baroda 41 Kamal Bearings Pvt Ltd 63, Shardhanand Marg,(G.B Road) 33,898 Delhi -110006 42 Kamal Book & Stationary R. Nath Market Bhondsi Near Andhra Bank Gurgaon Haryana 122102 6,955 143
43 Kamal Trade Engineering Plot No 4, Near Old Machinery Mkt. Mujesar, Faridabad-121005 44 Kewalsons 377/21 Raj Nagar Mode, National Highway 08 Gurgaon Haryana 122001 45 Khushi Chem C/008, Sneh Shivalay, Opp Matruchhaya School, Anand Nagar, Dahisar (E) Mumbai-400068 46 Kimia Biosciences Ltd. 974, Aggarwal Millenium Tower-2, NSP,Pitampura,New Delhi-110034 47 Krishna Solvechem Limited M-2, Shree Nivas Bldg. 382/384, Narsi Natha Street,Masjid, Numbai -400009 48 Leo Chemo Plast Pvt Ltd B-126, Ghatkopar Industrial Estate, Behind R-City Mall, (West) Mumbai- 400086 49 Lok Chemicals Pvt.Ltd. Solitaire Corporate Park, Unit No. 741 Andheri Ghatkopar Link Road Chakal, Andheri (E) Mumbai- 400093 5,302 86,416 498,270 61,196,319 22,491 42,992 501,155 50 Manglam Sales Corporation 3471/113, 1st Floor, Gali Bajrang Bali, 114,780 Chawri Bazar, Delhi-110006 51 Manoj Kumar Gupta Vill Bhondsi Gurgaon 15,317 52 Merck Life Science Pvt Ltd MIDC Plot No C-123, Trans Thane 103,971 Creek Industrial Area Pawane, Navi Mumbai-400613 53 M K Cargo Movers 695/39, Outside CWC Patparganj, Village Gazipur Delhi-110096 5,300 54 Mohinder Kumar Verma & Brothers. Mata Sheetla Road, 8-Biswa, Behind Sheetla Mata Mandir, Sunaro Wala Mohalla, Gurgaon-122001 8,760 55 Mohit Malik 4, Civil Lines, Near Aapka City Plaza, Gurgaon-122001 56 M/s Sheel Scientific Suppliers B.O-26, Dhaba Complex, Bhiwadi,Distt- Alwar 57 Multitech Constructions C-2341 Sushantlok -1 Gurgaon Haryana 122009 58 Nand Kishore & Company 8/34- Kirtinagar Industrial Area Delhi 110015 59 National Bulk Handling Corporation Pvt Ltd ( NBHC) 7th Floor, A-Wing, Dynasty Business Park, Andheri Kurla Road, Chakala, (E) Mumbai-400059 60 National Petrolube Plot No 391, Sec-9,UIT Colony, Bhiwadi, Pin 301019 61 Natraj Filter Media O-63, 3rd Floor, Lajpat Nagar-II, New Delhi-110024 62 Nexgen Manpower Services Pvt Ltd 502-503, 5th Floor Usha Kiran Building Azadpur Delhi 110033 63 Nextzen It Solutions 137, 1st Floor, M.P Mall, Pitampura, New Delhi-110034 64 Nikita Chemical Industries Plot No T-59,60,71,72 & 73 MIDC Tarapur, Boisar, Dist Palghar 65 N.K.Hardware & Sanitary Store Main Sohna road Near Mayur cinema, Badsahpur Gurgaon Haryana 122001 66 Okara Roadlines 85-86, Transport Centre, Punjabi Bagh, New Delhi -110035 22,000 52,541 47,927 9,289 18,594 23,469 18,100 85,277 62,900 179,010 209,876 73,638 144
67 Omkar Chemicals Plot No.-19,20,21 Industrial Area, Nagjhiri,Dewas Road Ujjain (M.P) 456010 68 Paharpur Cooling Towers Ltd 806, Ashoka State 24 Barakhamba Road Delhi 110001 69 Patel Industries 812H/55A, Industrial Area, Bhiwadi Distt. Alwar (Raj) 301019 70 Patel Roadways 5th Floor - 48, Gazdar Bandh, North Avenue Rd. Santacruz (W) Mumbai -54 71 Paul Electric & Machinery Store Shop No. 247, Jail Land Complex, Sohna Chowk, Gurgaon -122001 72 Perfect Enterprises Plot No. 1542, Sector 17C/ Near Iffco, Chowk Gurgaon -122001 73 Pioneer Chemical Industries 112, Anand,82/84, Kazi Sayed Street Mumbai-400003 74 Pioneer Dye-Chem Corporation 119, Gokul Arcade, Swami Nityanand Road, Vile Parle (E) Mumbai-400 057 13,339,689 54,096 87,568 3 3,720 27,830 1,002,392 227,348 75 Professional Impex Pvt Ltd 1St Floor Harbans Bhawan-I,New Delhi- 110046,,India 76 Qingdao Haosail Science Co. Ltd B3, 17, Songyuan Road, Qingdao High- Tech Zone 266109,China 77 Rakesh Metal Industries 366/368, Moulana Azad Road,2nd Floor, Room No. 08, Near Goldeval Temple, Mumbai-400004. 78 R.J.Polymers Vill. Kishangarh, Near IT Park, Chandigarh U.T 79 Rudra Enterprises Housing Board Colony 332/7 Ext. Gurgaon 122001 INDIA 80 Shanghai Forxine Pharmaceutica Ltd Co. 1835 Duhul Road Minhang District Shanghai-201108 81 Shanku's Pharmaceuticals Plot No.9,10,11 Millan Industrial Estate, Vadsar-Santej Road 82 Shanti Puran Services Shop No-1 VPO -Ghamroj, Sohna Road,Gurgaon 122102 83 Shilpa Chemspec International Pvt Ltd 406, Adamji Building, 4th Floor, 413, Narsi Natha Street,Mumbai-400009 67,547 11,861,025 $ 181,500 129,985 36,118 4,944 389,449 $ 5,964 361,463 396 51,512 84 Shiva Chemical Company 71/7, A-8 Rama Road, Industrial area 54,430 Delhi 110015 85 Shivam Tempo Tpt Service Gurgaon. Haryana 4,520 86 Shorav Graphics & Printers Vill. Rithoj Damdama Complex Road, 1,352 Gurgaon 87 Shree Anant Electric Stores 1791, Ram Gali,Bhagirath Palace, 21,452 Chandni Chowk, Delhi-110006 88 Shree Attar Singh Fuel Point Village- Alipur 18.7 KM Stone, Gurgaon Sohna Road Gurgaon Haryana 122102 716,370 89 Shree Hari Laxmi Enterprises Recruitment Ser.P.Ltd. Plot No.129/2 Feroz Gandhi Colony No. II Gurgaon Haryana 122001 90 Shree Ram Lubes 76, Kila No. 5/1 Dabripur Road, Badsahpur Gurgaon Haryana 122001 91 Shree Sulphurics Pvt Ltd 906, Shapath-V Opp: Karnavati Club S G Highway, Ahmedabad -380015 92 Singh Seal Industry Plot No.5C Dharam Kanta Road, Mujessar Faridabad Haryana 121005 176,501 30,890 7,573 46,493 145
93 S P Cargo Agency P Ltd STREET NO. 09, ROAD NO. 04, MAHIPALPUR EXTENSION RZ-A/97- B, HANS PLAZA, IST FLOOR, New Delhi-India 94 S S Forwarders 3/101 1St Floor Lalita Park Laxmi Nagar New Delhi - 110092,India 95 Suneeta Carbons 86-C,Mittal Court,Nariman Point,Mumbai-400021 96 Super Construction House No. 9 Gali No. 18A, Surat Nagar Gurgaon Haryana 97 Taizhou Bona Chemical Co.Ltd Yantou Indus trial park Jiaojing District Taizhou City Zhejaing 98 Technique Sales Corporation 506-508, Dimple Arcade, Asha Nagar, kandivali (E) Munbai-400101 99 Toner Technology 7, Mahendra Market, New Railway Road, Gurgaon 100 Toshvin Analytical Pvt.Ltd 103, SJ House, Sita Mills Compound, N.M. Joshi Marg, Lower Parel Mumbai Maharastra 400011 101 True Value 331,DDA Flat, Pul Pehladpur, Suruj Kund Road, New Delhi-110044 102 UK Enviro Systems Pvt Ltd Plot No.12 Durga Colony, Near PNB Bank, Chappraula District G.B Nagar Uttar Pradesh 201009 103 Uma Micron Plot No.1116,G.I.D.C. Ranoli, N.H No.8,Vadodara-391350, Gujarat 104 Unique Seal Engineering Co. 3/17,GF,Industrial Area, Site-II, Ajanta Compound, Loni Road, Mohan Nagar, Ghaziabad-201007 105 Vashista Printers 419/420, Shanti Nagar Near Old Labour Court Gurgaon Haryana 122001 112,091 57,378 129,744 98,300 1,420,275 $ 21,750 3,260 4,400 340 94,575 24,000 40,345 2,290 9,614 106 Vasn Engineers F-9, Green park Extn, New Delhi- 46,035 110016 107 Venus International 304/310, Sujata Chambers, 1/3, 127,234 Abhechand Gandhi Marg Off Narsi Natha Street, Masjid Bunder (W) Mumbai -400009 108 Vikas Scientific B-471, Bindapur DDA Flats, Uttam 191,438 Nagar, New Delhi-110059 109 Vimlesh Kumari Kirana Stor Village-Bhondsi, Gurgaon Hr. -122102 2,180 110 Water (I) Pvt.Ltd. Unit No. 912, 917, DLF Tower-3, Jasola- 44,139 110025, New Delhi 111 Welcome Departmental Store New Colony More, Gurugram 23,446 112 Winmet Technologies (P) Ltd. Plot No.140A Industrial Area, Sec-6 37,548 Faridabad Haryana 121006 113 YVR Life Sciences Shop No-6, Sain Vihar Ambedkar Nagar Opp IPEM Engg. College, NH-24 By Pass Ghaziabad -201009 26,010 108,941,827 Interest Payable-Unsecured: 1 Kimia Biosciences Ltd. 974, Aggarwal Millenium Tower-2, NSP,Pitampura,New Delhi-110034 5,722,958 2 Mekastar Finlease Limited 92,140 5,815,098 Grand Total 238,948,032 146
KIMIA BIOSCIENCES LTD. Details of Secured Creditors as on 30th June 2017 Annexure-XIII S.No. Name Address Amount Due (Rs.) Secured Borrowings-Long Term: 1 HDFC Bank Ltd. (Car Loan-1) 4th Floor, Express Building, Bahadur Shah Jafar Marg, New Delhi-110002 2 HDFC Bank Ltd. (Car Loan-2) Vatika Atrium, Golf Course Road, Sector-53, Gurgaon-122001 HR Secured Borrowings: Short Term 4,820,427 1,311,522 6,131,949 3 HDFC BANK LTD. (CC A/C NO. 50200006455695) 4 HDFC BANK LTD. (ECB-Buyers Credit LOU) Ist Floor, Aggarwal Millenium Tower 2, Plot No.4E, Netaji Subhash Place, Pitampura, New Delhi Ist Floor, Aggarwal Millenium Tower 2, Plot No.4E, Netaji Subhash Place, Pitampura, New Delhi 8,680,247 29,816,650 38,496,897 Grand Total 44,628,846 Details of Unsecured Creditors as on 30th June 2017 Type Name Address Amount Due (Rs.) Amount in USD Unsecured Borrowings-Long Term: 1 Sachin Goel C-52 Rohit Kunj, Pitampura, Delhi-34 603,869 2 Sameer Goel C-52 Rohit Kunj, Pitampura, Delhi-34 18,219,824 3 Enkay Foam Pvt Ltd 5/5777 Dev Nagar Karol Bagh New Delhi - 19,500,000 110005, India 4 Utsav Securities Pvt Ltd 4th Floor, 15/3198, Street No.1, Sangat Rashan Pahar Ganj New Delhi - 110055, India. 43,999,999 5 Avail Financial Services 2055-56, 3rd Floor, Gali No.6 Chuna Mandi, Pahar Ganj New Delhi - 110055, India 29,500,000 111,823,692 Unsecured Borrowings-Short Term: 1 Shubham Retreat Pvt Ltd C-73, Punjabi Bagh West, Shivaji Park, Delhi - 3,600,000 110032, 2 AVR Exports 127, C Merchant Street, C Merchant Street 3,000,000 3 India Seed House OFFICE NO. 4173, CHOWK ARYA PURA, 1,500,000 OLD SUBZI MANDI, Delhi - 110007, India 4 Unsecured Borrowings-Short Term-Interest Payable: 5 Avail Financial Services 2055-56, 3rd Floor, Gali No.6 Chuna Mandi, Pahar Ganj New Delhi - 110055, India 6 Utsav Securities Pvt Ltd 4th Floor, 15/3198, Street No.1, Sangat Rashan Pahar Ganj New Delhi - 110055, India. 618,817 9,395,152 7 R K G Finvest Ltd. 22, Rajendra Park, New Delhi-110060 2,517,541 20,631,510 147
Trade Creditors/Payables-Unsecured: 1 A.J. Chemicals C-347, First Floor,Vikaspuri,Delhi-110018,India 9,765 2 A.P Gupta Mohali, Punjab, India 350 3 Aggarwal Gas Agency Bhiwadi-301019,Rajasthan,India 997 4 Ajmer Singh Bisla C-38 Old Dlf Colony (Near Sec-14), Gurgaon- 27,000 122001,Haryana,India 5 Alkyl Amines Chemicals Limited Plot No 10, Sector-17, Vashi, 401-407, Nirman (3,935) Vyapar,Navi Mumbai-400703, India 6 Aman Enterprises 901, Gd Itl Tower,B-08, Netaji Subhash Place,Pitampura,,Delhi-110034,New Delhi,India 45,548 7 Amarjeet Kaur Delhi, India 21,737 8 Ambica Chemicals Ankleshwar-393002,Maharashtra,India 2,400 9 Amit Scientific Works Bf- 57 (Ground Floor),Janakpuri, New Delhi- 30,871 110058,India 10 Anil Enterprises Sohna Alwar Road, Village Bhondsi, Near 5,200 Union Bank, Gurgaon 11 Aquatic Remedies Pvt Ltd 218-219 Kailash Plaza Vallabhbaug Lane Ghatkoper, Mumbai-400075,Maharashtra,India 740 12 Arbro Pharmaceuticals (P) Ltd. 4/9 KIRTI NAGAR INDL AREA NEW DELHI- 16,965 110015 13 Asc Consulting Pvt Ltd. 73 National Park Lajpat Nagar Ivnew Delhi - 226,687 110024,,,Delhi-110024,Delhi,India 14 Ashish Shukla Delhi, India 21,000 15 B.S Travels New Delhi 8,666 16 Balaji Amines Limited 9/1A/1, HOTGI ROAD, Aasara Chowk Balaji (4,577) Tower, Solapur-413224, India 17 Bansi J. Rathod Mumbai, Maharashtra,India 22,109 18 Basf India Ltd Plot No. 37,Chandivali Farm Road, Chandivali, Andheri,,Mumbai-400072,Maharashtra,India 1,932,880 19 Biotavia Pharm Limited MAIN ROAD SOUTH CIVIL LINE DELHI 883,828 ROAD (DISTT HARIDWAR ), ROORKEE, UK - 247667, India 20 Brij Mohan & Associates Spl-1/B Indl Area Bhiwadi- 23,579 301019,Rajasthan,India 21 C.J Shah & Co 105 Bajaj Bhawan 10Th Floor Nariman 185,671 Point,,,Mumbai-400021,Maharashtra,India 22 Chamunda Pharma 3Rd Floor Room No34,94 Old Hanuman Lane 41,657 Kalbadevi Road,Mumbai- 400002,Maharashtra,India 23 Chandrasekaran Associates 11-Fpocket-Iv,,Mayur Vihar Phase-I- 1,228 110091,Delhi,India 24 Charnalia Bhatia & Gandhi Delhi,India 204,585 25 Chemtrade Overseas Pvt Ltd 1004/05/06 Damji Shamji Corporate Squarenext To Kanara Business Center Laxmi Nagar Ghatkopar,Mumbai-400075,Maharashtra,India 38,565 26 Clearsynth Labs Ltd 17,New Link Road,Mumbai- 400053,Maharashtra,India 27 Corey Organics Private Limited 100/2 R T,S.R.Nagar,,Hyderabad- 500038,Telangana,India 28 Corporate Professionals Capital Pvt. D-28, South Extn. Part-I, New Delhi,,Delhi- 110049,Delhi,India 29 Daksh Dream Holidays Pvt. Ltd. 979 AGGARWAL MILLENIUM TOWER II NETAJI SUBHASH PALCE PITAMPURA, New Delhi 30 Darshan Kumar Opp Capital Mall Uit Bhiwadi Distt,Alwar, Rajasthan,India 31 Daurala Organics SARDHANA ROAD DAURALA, MEERUT- 250221, India 32 Debika Chatterjee 121/105, Silver Oakas Apartments,Gurgaon, India 17,967 15,947 47,396 (251,699) 51,625 (30,206) 10,000 148
33 Deepak Yadav Huf Delhi, India 20,250 34 Deepali United Mfg. Pvt. Ltd. 30/108 Laxmi Industrial Estate New Link Road 59,145 Andheri (W),Mumbai- 400053,Maharashtra,India 35 Delhi Shimla Goods Carriers Delhi, India 25,617 36 Del-Tech Instruments Pvt. Ltd. S-21, Iind Floor, V3S Mall, Vikas Marg,Delhi- 58,491 110092, India 37 Divya Bhas Services 113 Vats Market Madhuban Chowk Pitampura, 66,887 Delhi-110034,India 38 Enaltec Labs Pvt Ltd Sanpada, Navi Mumbai Plot No.5, Sector 19 2,100,000,Mumbai-400 705, India 39 Essence Market Solutions (P) Ltd. 604 Highway Tower-1 A-13/234,,,Noida- 201309,Uttar Pradesh,India 10,087 40 Farmasino Pharmaceutical (Jiangsu)Hongxin Building 5F No 100 Jianye Road,Nanjing-210004,China 41 Ganesh Stationers NEAR HARIRAM HOSPITAL,ALWAR BYE PASS ROAD, BHIWADI-301019, Rajasthan 149 20,096,326 $ 308,500 (2,971) 42 Genext Green Power Solutions Pvt. Gg-3-Iii/23, Vikas Puri,,New Delhi-110018,India 36,688 43 Gilpin Tour & Travel Management I PNew Delhi (344,193) 44 Globe Chemicals F-72, Phase I Riico Industrial Area Bhiwadi,,Bhiwadi-301019,India,India 74,724 45 Goodwill Three Wheelertempo OperaChandigarh, India 970 46 Gunjan Industrial Gases Opp.Roz-Ka-Meo Indl.Area,Vill-Raisika, Near 4,561 Aggarwal Dhaba Nuh, Haryana,India 47 Gyanjyot Enterprisese Pvt. Ltd. F-142 Riico Industrial Area,Bhiwadi (Raj.)-- 301019, India 52,746 48 Hdfc Credit Card 4854992000055662NEW DELHI- (1) 49 Hemsil Raw Pharma 29,Meghreji Complex,,B/H.Navjeevan 2,625 Hotel,Sarkhej,Ahmedabad- 382210,Gujarat,India 50 Heta Pharm & Chem Add No. 391, Wen'er road Hangzhou (7,346) 51 Himanshu I. Kothari JASOLA VIHAR-110025 27,770 52 Hotel Grand Metro Near Phool Bagh Chowk, Opp. Police Station 7,059 Bhiwadi - 301019 (Rajasthan) 53 Hotel Samrat GURUDWARA ROAD 4TH FLOOR APNA (5,994) BAZAR, GURGAON- 54 Imperial House B-8, South City-1,Gurgaon- 30,200 122001,Haryana,India 55 Impetus Healthcare S.C.O. 101,1St Floor. Sec.47-C,,Chandigarh- 35,550 160047,Chandigarh,India 56 Indo Pharmaceuticals Office No. 19, First Floor, Prasiddhi Complex, Saraspur, Ahmedabad-380018,Gujarat,India 2,026,740 57 Inter Global Hr Compliance F-7, Ist Floor, Shree Jee Complex, Sharma 4,140 Market, Sec -5, Noida, G.B Nagar (U.P) 58 J R Corporation 1085/B Lamdapura Road Manjusar Savli 665,550 Vadodara-391770,Gujarat,India 59 Jimesh D Shah Mumbai, Maharashtra,India 8,870 60 Jinxi Spring Pharmaceutical Co., Ltd Industrial district, LU Fang, Jinxi Country, Fuzhou, Jiangxi, China 2,899,560 $ 43,800 61 Jolly Farm Fresh Pvt Ltd INDUSTRIAL AREA, RING ROAD A-18, 18,000 LAWRENCE ROAD, New Delhi-110035 62 Jsm Technologies Pvt Ltd Office - F 205,c/o Anupam Restaurant Main (200,000) Road, Furniture Market, Munirka, New Delhi- 110067, India 63 Kamal Book & Stationary R.Nath Market Bhondsi,R.Nath Market Bhondsi, Near Andhra-Canra Bank,Distt Gurgaon, India 1,439 64 Kanashi Biotech Pvt Ltd A-27 H Block MIDC, Pimpri, Pune-411018, (69,000) India 65 Kewalson 377/21, Raj Nagar Mode, N.H.-08 377/21, Raj 4,891 Nagar Mode, N.H.-08,Om Nagar, Gurgaon - 122001, Haryana, India 66 Khandelwal Ramniranjan Mumbai, Maharashtra,India 3,250 67 Khanna Forex Pvt. Ltd. New delhi, India (500)
68 Krishna Engineering 3 Ka 5 Manu Marg Housing Board, Alwar - 301001 69 Laurel Organics Ltd. Village Bhondsi, Tehsil- Sohna,,Gurgaon- 122102,Haryana,India 70 Lcgc Chrom Consumables Llp Lcgc Towers, 161/166, Paigah Colony, Near Anand Theatre, S.P. Road, Secunderabad- 500003,Andhra Pradesh,India 71 Lianyungang Sinoful Chemical Co., LRm4D11,Longhe Building, Xinpu,Lianyungang,Jiangsu City- 222000,Jiangsu,China 72 Manglam Sales Corporation 3471/113, 1st Floor, Gali Bajrang Bali, Chawri Bazar Delhi 73 Matrix Pharma 303 Kasar Plaza 3Rd Floor Below Vichare Couriers Sector-3 Charkop Market Kandivali (W) Mumbai-400067,Mumbai- Maharashtra,India 74 Medchem Life Sciences Pvt Ltd H NO-7-909, PLOT NO-16, SUBASH NAGAR, IDA JEEDIMETLA, HYDERABAD India (100,000) 477,245 18,627 14,474,535 $ 218,000 5,775 1,750 40,830 75 Mettler -Toledo Ag Analytical Ch-8603 Aargau, Swizerland (104,397) 76 Myforexeye Fintech (P) Ltd PLOT NO.135, POCKET 1, JASOLA VIHAR- 24,499 110025, India 77 Neeraj Electric Works Bhiwadi-301019,Rajasthan,India 41,598 78 Neeraj Kumar DEVI LAL COLONY, GURGAON-122001, 23,574 India 79 Negi Super Decor ISLAMPUR, GURGAON NEAR SUBHASH 10,901 CHOWK, GURGAON SOHNA ROAD, GURGAON-122001 80 Neptunetrans Logistics Pvt Ltd L-103,2Nd Floor, Street No 7, Rangpuri Road Mahipalpur,New Delhi-110037,Delhi,India 11,398 81 Nexgen Manpower Services Pvt. Ltd K-1/36 Rajapuri Dwaraka Delhi,Delhi- 18,032,Delhi,India 82 Om Electrical Engineers & Services Okhla Industrial Area, Phase-1, 55, 3rd Floor, DSIDC Shed, Delhi-110020, India 22,350 83 Om Packaging (Om Packaging) 1238-39 Phase V Hsidc Indlarea Rai,Sonepat- 44,249 131029,Haryana,India 84 Panosonic Express Service DHARUHERA - BHIWADI ROAD, KAUSHIK 2,000 ENCLAVE, MAHESHWARI, REVARI HARYANA 85 Paramjeet Singh Delhi, India 21,737 86 Paras Ankhad A/302 Mahavir Darshan Parekh Lane Sv Road 78,643 Kandivali-West, Mumbai- 400067,Maharashtra,India 87 Paras Polymers Pvt. Ltd. Khasra No. 1/4/2, Kanjhawala,Bawana 311,128 Road,,Delhi-110039, India 88 Parekh Industries Limited Prince House, 51/3 Marol Coop Industrial (4,186) Estate, M.V.Road, Andheri (East), Mumbai- 400059, India 89 Parmar Chemicals Kothi No 355,,Phase-6 Sas Nagar,Mohali- 5,192 160055,Punjab,India 90 Parshuram Trade Link Block-H, Plot No.-55,Sector-9,Gautam Budh Nagar,Noida-201301,Uttar Pradesh,India 85,730 91 Pearl Electricals Delhi, India 735 92 Pharmaster(Ningbo)Int'L Co.,Ltd 315100 Yinzhou District, CHINA 81,438 $ 250 93 Phenomenex India Private Limited Laxmi Cyber City, Ground Floor, Survey 165,662 No.:10,B-Block.,Hyderabad- 500084,Telangana,India 94 Praveen Scientific Corporation R- 16A,,Pul Prahlad Pur,New Delhi-110044, 195,766 India 95 Prem Singh Delhi, India 55,526 96 Professional Impex Pvt. Ltd. 1St Floor Harbans Bhawan-I,New Delhi- 120,059 110046,,India 97 Public Warehousing Co Delhi,India 4,731 150
98 Qingdao Haosail Science Co.,Ltd B3, 17, Songyuan Road, Qingdao High-Tech Zone 266109,China 99 Ranvir PLOT NO.223, BLOCK-1 BASEMENT, IST & 2ND FLOOR, BAWANA-110039 100 Routeforex Solutions Private Limited US COMPLEX, 120, MATHURA ROAD, OPP APOLLO HOSPITAL, FLAT NO.309, SARITA VIHAR-110076, India 101 Rudra Enterprises Housing Board Colony 332/7 Ext. Gurgaon 122001 INDIA 20,318,883 $ 314,500 3,000 8,707 149,615 102 S.K. Golden Goods Transport Co. Delhi, India 27,881 103 S.P Cargo Agency P Ltd STREET NO. 09, ROAD NO. 04, MAHIPALPUR EXTENSION RZ-A/97-B, HANS PLAZA, IST FLOOR, New Delhi-India 27,522 104 S.S. Forwarders 3/101 1St Floor Lalita Park Laxmi Nagar New Delhi - 110092,India 105 Sai Chem 26, Dhaba Complex,,Bhiwadi- 301019,Rajasthan,India 106 Sam Chemicals Near Home Guard Training Academy,Derabassi-140507,Punjab,India 107 Satyavir Singh Sector -45 Viii Kanhai Gurgaon (Hr),,,Gurgaon-,Haryana,India 108 Scientific Lab 13 Laxmivilla Akashdeep Society B/H Subhash Park Harni Road, Baroda, Gujarat,India 109 Shankar Scientific Works Rz-109/350, Jagdamba Vihar, Masjid Road, West Sagarpur, New Delhi-110046,India 110 Shanti Puran Services Shop No.1, VPO- Ghamroj, Sohna Road, Gurgaon- 122102, Haryana 111 Sheel Scientific Suppliers 26 Dhaba Complex Bhiwadi,Alwar-,Rajasthan,India 112 Shijiazhaung Haitian Amino Acid Co East Of The Road,150M Of Shihuang Freeway Entrance,Gaocheng District, Shijiazhuang,,Gaocheng District, Shijiazhuang,,Hebei, P.R.-,,China 113 Shiva Chemical Company 71/7, A-8, Rama Road Industrial Area,New Delhi,India 114 Shorav Graphics & Printers Vill. Rithoj Damdama Complex Road,Gurgaon,Haryana,India 115 Shree Ganesh Enterprises (Shree GA-20 Group Industrial Areawazirpur Delhi- 110052, India 116 Shree Krishna Plastics 1332 Hsiidc Rai Industrial Area,Sonepat-,Haryana,India 117 Shree Siddhivinayak Enterprises Block F Plot No 23/24 Gandhi Nagar Nr Dr Mukharji Nagar, Delhi-110009, India 118 Shreya Ex-Tech Pvt. Ltd. Block No. 700, Manjusar-Savali Road, Block No. 700, Manjusar-Savali Road, Manjusar, Tundav, Manjusar, Tundav. Vadodara-391775 149,250 11,341 2,350 49,049 36,069 12,747 10,010 97,684 6,236,423 $ 96,363 92,280 20,940 29,161 26,319 3,688 12,291 119 Shri Balaji Stationers Bhiwadi-301019,Rajasthan,India 7,553 120 Sinobright Pharmaceutical IndustriesRm D 10/F Tower A Billion Ctr 1,Wang Kwong Rd Kln Bay Kln, Hong Kong, 6,721,800 $ 102,000 121 Snehal Mehta B/4,,Deepa Arihant, New Maneklal 1,875 Estate,Ghatkopar (West), Mumbai, Maharashtra,India 122 Sonia Organics 11/2, Attibele Industrial Area, Bangalore-562 19,195 107, INDIA 123 Spoton Logistics Pvt Tld INFANTRY ROAD THANAVAN, #23/24, 17,360 BANGALORE, India 124 Sunil Dutt Mishra Gdmishra Path New Patliputra Colony, Patna- 45,000 800013, India 125 Survival Technologies Pvt. Ltd. 1401-A, NAMAN MIDTOWN,ELPHINSTONE WEST SENAPATI BAPAT MARG 14TH FLOOR, MUMBAI-400013 51,975 151
126 Sushrut Chemicals 3/16 D, GORWA, BIDC INDUSTRIAL ESTATE, VADODARA-390016, India 127 Suyash Organics Pvt Ltd BHOSALE SHINDE ARCADE, J M ROAD, DECCAN GYMKHANA 0FFICE NO 26, PUNE- 411 004, India 128 Svk Laboratories Pvt Ltd D-16,Phase-I,Ida-Jeedimetla,,Hyderabad- 500055,Telangana,India 129 Taizhou Bona Chemical Co., Ltd. Yantou Industrial Park Jiaojiang District, Taizhou City, Zhejiang-,Hangzhou,China (8,348) (8,348) 47,250 130 Taruna Talwar Gurgaon, India 52,500 131 Tnt India Pvt. Ltd. NO-32 Okhla Indil. Estae, New Delhi (5,371) 132 Toner Technology 423-C/2, Adarash Nagar,,Near Saraswati Complex Opp. Oriented Bank Of Commerce, Gurgaon-,Punjab,India 600 133 Tradebanya Technologies P Limited 104,Highway Towers 1, A-13/2,3,4 Sector 62, Noida-201309, India 9,832 134 Travel Point Block D 317, Nehru Vihar Timarpur,North 30,366 Campus Delhi University,Delhi-54 135 Tripplanners Shop No. 101, A-6,Dda, Csc Market,Paschim 53,756 Vihar,New Delhi-63 136 True Value Suraj Kund Road,Pul Pehladpur 331, DDA Flat, New Delhi-110044, India (73,000) 137 Tulsyan Cans & Cardboards (P) Ltd. C-23 & 24 Industrial Focal Point Derabassi,Derabassi-140201,Punjab,India 358 138 Uma Micron Plot No 1116 Gidc Ranoli Nh No 8,Vadodara- 3,211 391350, Gujarat,India 139 Uneecops Technologies Ltd. C-185 Uneecops Hpuse Phase1 Naraina 95,001 Industrial Area,Delhi-110028, India 140 V.C Travels Pvt Ltd. 118/3 Arjun Nagar Opp b 6/89 Safdarjung,Delhi- 8,099 110029,India 141 Vaibhav Jain Delhi, India 261,250 142 Vardhman Computronix G-7A, Suryadeep Builiding,Wazirpur 8,700 Commercial Complex,Wazirpur, Delhi-52 143 Vashista Printer 419/20, Shantinagar, Gurgaon - 122002, 3,579 Haryana, India 144 Vasista Life Sciences Pvt.Ltd. Door No. 11-6-53/2/5, Lane Beside Hmr Steels, Opp. Idpl Factory,Main Gate, Balanagar, Hyderabad-500037 Telangana,India 4,505 145 Vasudha Pharma Chem Limited 78 / A, Vengalrao Nagar,Hyderabad - 500038. Te (938,500) 146 Vikas Scientific B-471,Dda Flats Bindapur, Dwarka,,New Delhi- 3,995 110059, India 147 Vinay Road Lines (Pvt.) Ltd. Raj Mahal, Bye Pass Road, Saproon,,Solan- 173212,Himachal Pradesh,India 3,185 148 Vinod Pandey Mohali, Punjab, India 86,392 149 Vm Print Solution G-1 Aggarwal Corporate Heights Netaji Subash Palace,Pitampura,Delhi,India 21,226 150 Welcome Light Commercial Operast Sas Nagar,,Derabassi-160062,Punjab,India 11,760 3,669,125 $ 55,500 151 Wuhan Golden Wing Industry & TradRoom1101, Building2-2, DaJiang Yuan (North Garden), 430015 District- Wuhan, CHINA 152 Xinxiang Tuoxin Biochemical Co. LtdXINXIANG ADVANCED TECHNOLOGY DISTRICT HENAN -453000, China 153 Zeal Advertising Private Limited PLOT NO-82-83, VIKAS MARG, VIJAY BLOCK, 2ND FLOOR, LAXMI NAGAR, NEW DELHI (21,943) $ 335 9,632 $ 140 2,454 154 Zeneses Biosciences Pvt. Ltd.1 18 FIRST FLOOR DEEP CINEMA COMMERCIAL COMPLEX ASHOK VIHAR PHASE-1 271,950 155 Zhejiang Chemicals Import & Export No. 37,Qingchun Road,Hangzhou,China 31,942,529 $ 485,450 156 Zhejiang Hengdian Apeloa Imp. & ExRm4/F World Trade Office Plaza Wtcz 122 Shuguang Road,,,Hangzhou-,,China 1,457,708 $ 22,120 157 Zhejiang Hongyuan Pharmaceutical Chemicals & APIs. Industrial Zone,. Zhejiang, China 158 Zhejiang Shou & Fu Chemtrade 5/F, YANGFAN VENTURE PLAZA, No.31 XINCHENG ROAD, 152 8,034,800 $ 123,000 (22,409) 126,657,613 1,769,958 159 Biotavia Labs Pvt Ltd -Advance C-29 Temple Colony Samaypur, New Delhi, 23,495,154 Grand Total 282,607,970 1,769,958
IN THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT CHANDIGARH, COMPANY APPLICATION CA(CAA) No. 15/Chd/Hry/2017 IN THE MATTER OF: SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013 AND IN THE MATTER OF: KIMIA BIOSCIENCES LIMITED HAVING ITS REGISTERED OFFICE AT VILLAGE BHONDSI, TEHSIL SOHNA, GURGAON, HARYANA 122102 AND LAUREL ORGANICS LIMITED HAVING ITS REGISTERED OFFICE AT VILLAGE BHONDSI, TEHSIL SOHNA, GURGAON, HARYANA 122102 TRANSFEROR COMPANY (APPLICANT COMPANY-1) TRANSFEREE COMPANY (APPLICANT COMPANY-2) FORM NO. MGT 11 PROXY FORM (Pursuant to the provisions of Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014) Name of the Unsecured Creditors : Registered Address : E-mail ID : I / We being the Unsecured Creditors of the Kimia Biosciences Limited hereby appoint: 1. Name : Address : E-mail ID : Signature or failing him / her
2. Name : Address : E-mail ID : Signature or failing him / her 3. Name : Address : E-mail ID : Signature As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Hon ble National Company Law Tribunal (NCLT) convene meeting of the Unsecured Creditors of the Transferor Company, to be held on Sunday, 26 th November, 2017 at 11.00 am at Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana 122102 and at any adjournment(s) thereof in respect of the resolutions, as indicated below: Description of the Resolution Resolution for approval of the Scheme of Arrangement for amalgamation of Kimia Biosciences Limited (Transferor Company) with Laurel Organics Limited (Transferee Company) and their respective shareholders and creditors pursuant to the provisions of Section 230 to 232 and other provisions of the Companies Act, 2013 read with Rule 3 of the Companies (Compromise, Arrangements and Amalgamations) Rules, 2016. Signed this day of 2017 Signature of the Unsecured Creditors : Signature of Proxy holder(s): Affix Revenue Stamp Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the meeting.
IN THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT CHANDIGARH, COMPANY APPLICATION CA(CAA) No. 15/Chd/Hry/2017 IN THE MATTER OF: SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013 AND IN THE MATTER OF: KIMIA BIOSCIENCES LIMITED HAVING ITS REGISTERED OFFICE AT VILLAGE BHONDSI, TEHSIL SOHNA, GURGAON, HARYANA 122102 AND LAUREL ORGANICS LIMITED HAVING ITS REGISTERED OFFICE AT VILLAGE BHONDSI, TEHSIL SOHNA, GURGAON, HARYANA 122102 FORM NO. MGT.12 Polling Paper TRANSFEROR COMPANY (APPLICANT COMPANY-1) TRANSFEREE COMPANY (APPLICANT COMPANY-2) [Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1)(c) of the Companies (Management and Administration) Rules, 2014] Name of the Company: Kimia Biosciences Limited Registered office: Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana 122102 BALLOT PAPER S. No. Particulars Details 1. Name of the Unsecured Creditor (In block letters). 2. Name of the Proxy / Authorised Representative. 2. Postal address 3. Serial No. 4. Class of Creditor UNSECURED
I hereby exercise my vote at the National Company Law Tribunal, Chandigarh Bench convened Meeting of the Unsecured Creditors of Kimia Biosciences Limited (Transferor Company) held on Sunday, 26th November, 2017 at 11.00 A.M in respect of Resolution enumerated below by recording my assent or dissent to the said Resolution in the following manner: Item No. Description of Resolution 1. Resolution for approval of Scheme of Arrangement/ Amalgamation of Kimia biosciences Limited (Transferor Company) with Laurel Organics Limited (Transferee Company) and their respective shareholders and creditors pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 read with Rule 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. I assent to the Resolution (FOR) I dissent from the Resolution (AGAINST) (As per Resolution given in the Notice of the National Company Law Tribunal, Chandigarh Bench convened Meeting of the Unsecured Creditors of Kimia Biosciences Limited (Transferor Company) held on Sunday, 26th November, 2017 at 11.00 A.M Place: Gurgaon Date : (Signature of the Unsecured Creditor/ Proxy/ Authorised Representative) Name of Unsecured Creditors Records Date & Time on which Proxy Form, if any, Lodged with the Company FOR OFFICE USE Signature of Chairman Signature of Alternate Chairman Appointed by the National Company Law Tribunal, Chandigarh Bench Signatures of Scrutinizers
KIMIA BIOSCIENCES LIMITED CIN: U24233HR2007PLC069240 Regd. Office: Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana 122102 Tel No: 0124-2979015; Fax: 011-47063601; e-mail: info@kimiabiosciences.com Website: www.kimiabiosciences.com ATTENDANCE SLIP For NCLT Convened Meeting of Unsecured Creditors of Kimia Biosciences Limited Proposed Amalgamation-Kimia Biosciences Limited (Transferor Company) with Laurel Organics Limited (Transferee Company). Name of the Unsecured Creditor : Name of Proxy/Authorized Representative : Address : I/We hereby record my/our presence at the NCLT Convened meeting of Unsecured creditors of the Transferor Company pursuant to the Order dated 26 th September, 2017 issued on 11 th October, in the Company Application (CAA) NO. 15Chd/Hry/2017 on Sunday, 26th November, 2017 at 11.00 A.M at Venue Village Bhondsi, Tehsil -Sohna, Gurgoan, Haryana -122102. Unsecured Creditors : First/Sole/Proxy Holder Third/Proxy Holder Authorized Representative: Second/Proxy Holder Fourth/Proxy Holder KIMIA BIOSCIENCES LIMITED CIN: U24233HR2007PLC069240 Regd. Office: Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana 122102 ENTRY PASS FOR MEETING OF UNSECURED CREDITORS TO BE HELD ON NOVEMBER 26, 2017 (To be retained throughout the Meeting) Name of the Unsecured Creditor : Name of Proxy/Authorized Representative : Address : Unsecured Creditors: First/Sole/Proxy Holder Third/Proxy Holder Authorized Representative: Second/Proxy Holder Fourth/Proxy Holder
(To be printed on back of the Entry Pass) Notes for Registration of Attendance and Poll: 1. Unsecured Creditors are requested to produce attendance slips duly signed, get their entry pass stamped. 2. Entry pass should be retained throughout the meeting. 3. Poll will be conducted in respect of the NCLT Convened meeting. When the poll is announced by the Chairman of the meeting, the poll sheet will be distributed to all the Unsecured Creditors present inside the venue of the meeting as ordered by the NCLT. Unsecured Creditors are requested to be seated and the poll sheet will reach them at their seats. 4. Poll sheet is to be signed by the Unsecured Creditors or proxy present, exactly as per the specimen signature registered with the Company. 5. The venue is equipped with or has to facilitate any clarifications on Unsecured Creditors of the Company. 6. Complete poll sheets in all respects should be deposited in Poll Box kept near the stage of the venue. 7. If the Unsecured Creditors wants to vote in favour of the Scheme put FOR and in case intend to vote against the Scheme put AGAINST. 8. Unsecured Creditors are requested to bring a photo identity card along with them such proof shall be retained throughout the meeting.
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