DRAFT SCHEME OF ARRANGEMENT

IN THE NATURE OF AMALGAMATION OF

APAR LUBRICANTS LIMITED

(Corporate Identitication Number 2 V232O9GJ2OO6P[f,Oa222L|

(formerly Apar ChemateK Lubrlcants Limttedf

WITH

APAR INDUSTRIES LIMITED

(Corporate Identilication Number : L91 1 1OGJ1989PLCO128O2)

UNDER SECTIONS 391 TO 394 OF THE COMPANIES ACT, 1956

This Scheme of Arrangement provides for amalgamation of Apar

Lubricants Limited, (formerly Apar ChemateK Lubricants Limited), with

Apar Industries Limited pursuant to the provisions of Sections 391 to

394 and other relevant provisions of the Companies Act, 1956 .

PREAMBLE

A. Descrlptlon of ComParles:

1. Apar Lubrlcants Llmited, The Transferor Company:-

Apar Lubricants Limited (ALL) (former$ Apar ChemateK

Lubricants Limited) is a company incorporated on September 14e

2006 n the State of Maharashtra under the provisions of the

Companies Act, 1956. Currently, its Registered Oflice is situate at

301, Panorama Complex, R. C. Dutt Road, Vadodara - 390 007 in

the State of Gujarat. It was originally promoted as Joint Venture

Company between Apar Industries Limited (AIL) and ChemateK SpA,

Italy, being equal partners. After the exit of the ChemateK SpA from

the said arrangement, by selling its holding to AIL; the company

has become Wholly Owned Subsidiary (WOS) of the AIL. The name

of the company was changed to Apar Lubricants Limited (ALL) with

effect from September 5, 2OI4 and its'registered office has been

APAR INDUSNUES TTD. CONNNUAIION SHEEI NO,

shifted to tl.e State of Gujarat. ALL has been engaged in marketing

alld distribution of a full line of Automotive lubricants/oils and as

selected specialized line of industrial lubricants/oils of

petrochemical nature etc. manufactured by AIL'

2. Apar Industries Llmlted, The Tralsferee Company :'

Apar Industries Limited (AIL) is a company regrstered under tlte

provisions of the Companies Act, 1956 with its Registered Office at

301, Panora:na Complex, R' C. Dutt Road, Vadodara 390 007

Gujarat. It was incorporated on September 28, L989 as'Gujarat

Apar Pol5rmers Limited". The name of the Company was changed to

"Apar Industries Limited" w.e.f. April L9, L999. AIL is presently

engaged in the manufacture of Transformer Oils, Special Grade

Pharmaceutical Oils, Automotive Lubricants/Oils, Other Speciality

Oils, All Aluminium Conductors (AAC), All Aluminium Alloy

Conductors (AAAC), Aluminium Conductor Steel Reinforced (ACSR)

Conductors, Aluminiurn Rods (suitable for further manufacture of

AAC, AAAC and ACSR), Electrical and Telecommunication Cables

etc. The equity shares of AIL are listed on the BSE Limited (the

"BSE-) and on the National Stock Exchange of India Limited (the

'NSE").

B. Rstlolale for the Schene of Arrangement:

It has been realised by the Board of Directors of both the companies

that the amalgamation of both these companies shall be helpful to

achieve the following objectives: -

(a) simpfiry management $ructure, leading to better

administration and a reduction in cost s from more focused

operational elforts, rationalization, $andardization and

simplilication of business processes, and the elimination of

duplication, and rationalization of administrative expenses;

APAR INDUSMES UD. CONTINUATION SHEEI NO.

(b) simplify shareholding structure and reduce shareholdin g

tiers; and

(c) direct and indirect tax efficiencies.

C. Operatlon of the Scheme:

(a) The amalgamation of the Transferor Company with the

Transferee Company pursuant to this Scheme shall take

place with elfect from the Appoi nted Date (as hereinafter

define d).

(b) The amalgamation of tJle Transferor Company with the

Tralsferee Company in accordance with this Scheme willbe in compliance with the provisions of Section 2(1B) of the

Income Tax Act, 1961, such that:

(i) afl the properties of the Transferor Company, immediately

before the amalganration, shall become the propert5r of

the Transferee Company, by virtue of the amalgamation;

and

(ii) all the liabilities of the Transferor Company, immediately

before the amalgamation, shall become the liabilities of

the Transferee Company, by virtue ofthe amal gam ation.

(c) Since the Transferee Company is the sole shareholder of the

Transferor Company, the shares of the Transfere e Company

in the Transferor Company will stand cancelled as a result of

the amalgamation. No new shares shall be issued by the

Transferee Company towards consideration. There shall not be

any change in the Post Shareholding Pattern of the Transferee

Company consequent to Amalgamation.

(d) The amalgamation shail imply the transfer and vesting of the

entire undertaking of the Transferor Company in the

Transferee Company as a going concern.

APAR INDUSIRIES LlD. CONIINUATION SHEET NO,

1.

(e) Various other matters consequential or otherwise integrally

connected herewith, inctuding the reorganization of the capital in

the form of the consolidation of tl.e Authorised Capital of the

Transferor Company and cancellation of the existing share capital

of the Transferor Company shall form integral part of the scheme.

(f) The scheme shall be in compliance with the applicable SEBI

guidelines including particularly the recent circulars being

CIR/CFD/DIL/5/2OL3 dated February 4, 2OL3 and Circular

CIR/CFD/DIL /8/2013 dated May 21, 2073; and other applicable

provisions of RBI guidelines as well as FEMA regulations, ifapplicable.

DEFIMTIONS:

In this Scheme, unless inconsistent with the subject or context, t}le

following expressions shall have the meaning given hereunder: -

(a) "Act" means the Companies Act, 1956 as may be applicable,

including any statutory nodifications, re-enactments or

amendments thereof and shall include the relevant and

corresponding sections under Companies Act, 2013, as and when

the same are made applicable before the effective date of the

Scheme.

(b) " Appotnted Date" means l"t January, 2QLS or such other date as

may be approved by t}te High Court of Gujarat at Ahmedabad.

(c)'Applicable L,aws" means any statute, notification, bye{aws, rules,

regulations, guidelines, Common law, potcy code, directives,

ordinance, schemes, notices, orders or instructions, laws enacted or

APAN, NDUSIRIES LID. CONIINUATION SHEET NO.

issued or sanctioned by arry appropriate authority in India including

any modilications or re-enactrnent thereof for the time being in force.

(d) " CourtD or "Hlgh Court', means Hon'ble High Court of Gujarat at

Ahmedabad, as applicable, and shall include the National Company

Law Tribunal, as and when made applicable.

(e) (Effectlve Date" means the last of the dates on which the

sanctions / approvals or orders as specified in Clause No. 17 & 18 of

this Scheme has been obtained and / or filed by the Ttansferor

Company and the Transferee Company with the Registrar of

Companies, Gujarat and other Governmental Authorities.

(0 "Governmental Authorit/ means any applicable Central, State or

local Government, statutory, regulatory, departmental or public

body or authority of relevant jurisdiction, legislative body or

administrative authority, agency or commission or any court,

tribunal, board, bureau or instrumentality thereof including

Securities and Exchange Board of Indid, Stock Exchanges, Registrar

of Companies, Regional Directors, Foreign Investment Promotion

Board, Reserve Bank of India, or arbitration or arbitra-l body having

jurisdiction, Courts and other government and India in each case.

(g) (Scheme" or "the Scheme" or 'this Schede" means this scheme

of amalgamation in its present form as submitted to tl.e High Court

at Gujarat and this scheme with such modilication(s), as may be

made.

(h) "The Transferor Company' means Apar Lubricants Limited (ALL),

(Formerly . Apar ChemateK Lubricants Limited), a Company

incorporated under tJle provisions of the Companies Act, 1956,

ARAN. NDUSTruES LTD. CONIINUATION SHEET NO.

having its Registered Office at 301, Panorama Complex, R. C. Dutt

Road, Vadodara 390 007 in the state of Gujarat.

(i) "The Transferee Company" means Apar Industries Limited (AIL), a

Company incorporated under the provisions of Companies Act, 1956

having its Registered Office at 301, Panorama Complex, R. C. Dutt

Road, Vadodara 390 007 Gujarat.

U) "Undertaklag' means and includes the entire business and the

rvhole of the undertakings of the Ttansferor Company as a going

concern, all its assets, rights, licenses and powers, and all its debts,

outstandings, liabilities, duties, obligations and employees as on tleAppointed Date including, but not limited to, the following:

Q) A[ the assets and properties (whether moveable or immoveable,

tangible or intangible, real or personal, in possession or reversion,

corporeal or incorporeal, present, future or contingent) of the

Transferor Company, whether situated in India or abroad,

including, but not limited to manufacturing facilities, laboratories,

land (whether leasehold or freehold), processing plants, plant and

machinery, computers, equipment, buildings and structures,

offices, residential and other premises, diesel generator sets,

stock-in-trade, packing material, raw materials, formulations,

active pharmaceutical ingredients and drugs intermediaries,

capital work in progress, sundry debtors, furniture, fi:rtures,

interiors, office equipment, vehicles, appliances, accessories,

power lines, depots, deposits, all stocks, stocks of fuel, assets,

investments of all kinds (including shares, scripts, subsidiaries,

stocks, bonds, debenture stocks, units or pass through

certilicates) including shares or other securities held by the

Transferor Company, cash balances or deposits with banks,

li

l

APAR F.IDIISTEES LTD. CONNNUAIION SHEET NO.

cheques on hand, loans, advances, contingent rights or benefits,

book debts, receivables, actionable claims, eamest moneys,

advances or deposits paid by the Transferor Company, financial

assets, leases (including but not limited to lease rights of the

Transferor Company), hire purchase contracts and assets, lending

contracts, rights and benefrts under any agreement, benefit of any

security arrangements or under any guarantees, reversions,

powers, bids, tenders, letters of intent, expressions.of interest,

development rights (whether vested or potential and whether

under agreements or otherwise), municipal permissions, tenancies

or license in relation to the oflice and /or residential properties

(including for the employees or other persons), guest houses,

godowns, warehouses, licenses, fixed and other assets, intangible

assets (including but not limited to software), trade and service

names and marks, patents, copyrights, designs and other

intellectual property rights of any nature whatsoever, rights to use

and avail of telephones, telexes, facsimile, email, internet, leased

line connections and installations, utilities, electrici$r and other

services, reserves, provisions, funds, benefits of assets or

properties or other interest held in trust, registrations, contracts,

engagements, arrangements of all kind, privileges and all other

rights, title, interests, other benefrts (including tax benefits),

export incentives accrued, derivative instruments, forward

contracts, insurance claims receivable, tax holiday benefrt,

incentives, credits (including tax credits), minimum alternative tax

credit entitlement tax losses, rights, easements, privileges,

liberties and advantages of whatsoever nature and wheresoever

situate belonging to or in the ownership, power or possession and

in the control of or vested in or granted in favour of or enjoyed by

the Transferor Company or in connection with or relating to the

Transferor Company and all other interests of whatsoever nature

APAR,INDUSTHSI tlD. CONNNUATION SHEET NO,

belonging to or in the ownership, power, possession or the control

of or vested in or granted in favour of or held for the benefit of or

enjoyed by tJle Transferor Company, in each case, whetJrer in

India or abroad.

(iD Al1 agreements, rights, contracts, entitlements, licenses,

permits, permissions, incentives, approvals, registrations, tax

deferrals and benefits, subsidies, concessions, grants, rights,

claims, leases, tenancy rights, liberties, special status and other

benefits or privileges and claims as to any patents, trademarks,

desigrrs, quotas, rights, engagements, arrangements, authorities,

allotments, security arrangements (to the extent provided herein),

benelits of any guarantees, reversions, powers and all other

approvals of every kind, nature and description whatsoever

relating to the Transferor Company business activities and

operations.

(iiD A1l intellectual property rights, engineering and process

information, software licenses (whether proprietary or otherwise),

drawings, records, files, books, papers, computer programmes,

manuals, data, catalogues, sales and advertising material, lists of

present and former customers and suppliers, customer credit

information, customer pricing information, other customer

information and all other records and documents, whether inphysical or electronic form, relating to the business activities and

operations of the Transferor Company.

(w) Amounts claimed by the Transferor Company whether or not

so recorded in the books of account of the Transferor Company

from any Governmental Autlority, under any law, act, scheme or

rule, as refund of any tax, dut5r, cess or of any excess pa5rment.

(v) Rights to any claim not preferred or made by the Transferor

Company in respect of any refund of tax, duty, cess or other

charge, including any eroneous or excess pa5rment thereof made

APAR INDUSTflES tTP. CONNNUATION SHETI NO,

by the Transferor Company and any interest tJrereon, under any

law, act, rule or scheme, and in respect of set-off, carry forward of

un-absorbed losses, deferred revenue expenditure, deduction,

exemption, rebate, allowance, amortization benefit, etc' whether

under the Income-tax Act, 1961, t-I:e rules and regulations

thereunder, or taxation laws of other countries' or any other or

like benefits under the said acts or under and in accordance rvith

any law or act, whether in India or anywhere outside India.

(vD All debts (secured and unsecured), liabilities including

contingent liabilities, duties, leases of the Transferor Company

and alt other obligations of whatsoever kind, nature and

description whatsoever and howsoever arising, raised or incurred

or utilized. Provided that if there exists any reference in the

security documents or arrangements entered into by the

Transferor Company under which the assets of the Transferor

Company stand offered as a security for any linancial assistance

or obligation, the said reference shall be construed as a reference

to the assets pertaining to the Undertaking of the Transferor

Company vested in the Transferee Company by the virtue of the

Scheme. The Scheme shall not operate to enlarge tJre security for

any loan, deposit or facility created by the Transferor Company

which shall vest in Transferee Company by virtue of the

arnalgamation. The Transferee Company shall not be obliged to

create any further or additional security thereof after the

amalgamation has become effective.

(viD All other obligations of whatsoever kind, including liabilities

of the Transferor Company with regard to their employees, or the

employees of aly of their subsidiaries, with respect to the

paJrment of gratuity, pension benefits and the provident fund or

compensation, if any, in the event of resignation, death, voluntary

retirement or retrenchment:

APAR,INTXJSTEES tID. COMINUANON SHEET NO

(viii) A11 permanent and temporar5r employees engaged by the

Transferor Company at various locations.

All terms and words not delined in this Scheme shall, unless

repugnant or contrary to the context or meaning thereof, have tJle

same meaning ascribed to them under the Act, the Securities

Contracts (Regulation) Act, 1956 and other applicable laws, rules,

regulations, by-laws as the case may be or any statutory

modffications or re-enactment thereof from time to time.

2. SHARECAPITAI

{af The Share Capital ol ALL, the Transferor Company as per tJre

audited Balance Sheet as on December 3l,2OI4 is as under:

Authorlsed Amount In Rs.

1,00,00,000 Equit5r shares ofRs. 10/- each 100,000,000

Issued, Subscribed & Paid Up

67,67,25O Equity shares of Rs. 10/- each fullypaid up

67,672,500

The Transferee Company presently holds 100% of the Issued,

Subscribed and Paid Up Equity capital of the Transferor

Company, and hence the Tralsferor Company is the Wholly

Owned Subsidiary of the Tralsferee Company. There is no

change in the capital structure of the Company since the

aforesaid date.

(b) The Share Capital of AIL, the Transferee Company as per the

Audited Balance Sheet as on December 3l,2jl4 is as under:

..;:ff"'. 'i:. a. /" - :l*"lb

.',,i. ,- ,..::)l

' ";1;;/i'l0

APAN, NUJSIRIES LID. CONNNUAIION SHEEI NO.

Authorised Amount In Rs.

9,L9,98,75O Equity shares of Rs. 10/- each 919,987,500

Issued Subscribed & Paid Up

3,84,95,356 Equity shares of Rs. 10/- eachfully paid up 384,953,560

, The Board of Directors/Cornrnittee of the Transferee Company

at their meeting held on February 5, 2015 has issued and

allotted 1,147 Equity Shares of Rs. 10/- each fully paid up to tl e

Employees of tJle Company in terms of the 'Apar Industries

Limited Stock Option Plan - 2OO7'. Accordingly, the present

Share Capital of the Company as on 5s February, 2015 is as

under :

Authorlsed Amouat In Rs.

9,19,98,750 Equity shares of Rs. 1Ol- each 919,987,500

Issued Subscribed & Patd Up

3,84,96,503 Equity shares of Rs. 10/- eachfully paid up

384,965,030

3. TRANSFER AND VESTIITG OF IIITDERTAXII{G:

Generally

3.1. Upon the coming into effect of t}le Scheme and with effect

from the Appointed Date and subject to the provisions of thisScheme and, pursuant to the provisions of Section 394 and other

applicable provisions of the Act, if any, the Undertaking of the?ransferor company shall, without any further ac! instrument ordded, be and stand transferred to and / or vested in or be deemed tohave been and stand transferred to or vested in the Transferee

Company as a going concern so as to become as and from theAppointed Date, the estate, rights, titles and interests and

.'. : *"',,

iln l/lv/'' ".....,/. . . ;:..",

APAR,INDUSTflES gD. CONTINUAIION SHEEI NO,

authorities including accretions and appurtenances thereto such as

dividends, or other benefits receivable, Undertakirig of the

Transferee Company by virtue of and in tJle manner provided in this

Scheme.

TRANSFER OF ASSETS

3.2. Without prejudice to tl:e generality of Clause 3.1 above, upon

tJ:e coming into effect of this Scheme and with effect from the

Appointed Date:

(i) All assets arld properties of the Transferor Company as on the

Appointed Date, whether or not included in the books of tJ:e

Transferor Company, and all assets and properties which are

acquired by the Transferor Company on or after the Appointed

Date but prior to the Effective Date, shall be deemed to be and

shall become the assets and properties of the Transferee

Company, and shall under the provisions of Sections 391 to 394

and all other applicable provisions, if any, of the Act, without any

further act, instrument or deed, be and stand transferred to and

vested in and be deemed to have been transferred to and vested in

the Transferee Company upon the coming into effect of this

Scheme pursuant to the provisions of Sections 391 to 394 of the

Act.

(ir) In respect of such assets owned and belonging to the

Undertaking of the Transferor Company as are movable in nature

or are otherwise capable of transfer by manual delivery or by

endorsement and delivery, the same shall be so transferred by the

Transferor Company, and shall become the propert5r of the

Ttansferee Company in pursuance of the provisions of Section

394 and other applicable provisions of the Act.

(iir) In respect of movables other than those dealt vrdth in Clause

t2

APAR INDt.'STilS IID. CONNNUAIION SHEEI NO,

3.2 (ii) above including without any further act, instrument or

deed of the Transferee Company, the sundry debts, receivables,

bills, credits, loans and advances, if any, whether recoverable incash or in kind or for value to be received, bank balances,

investments, earnest money and deposits with any Government,

quasi government, local or other authority or body or with any

company or other person, the same shall on and from the

Appointed Date stand transferred to and vested in the Transferee

Company withoirt any notice or other intimation to the debtors

(although tJle Transferee Company may without being obliged and

if it so deems appropriate at its sole discretion, give notice in such

form as it may deem fit and proper, to each person, debtor, or

depositee, as the case may be, that the said debt, loan, advance,

balance or deposit stands transferred and vested in the Transferee

Company).

(iv) All consents, permissions, licenses, permits, quotas,

approvals, certificates, clearances, authorities, leases, tenancy,

assignments, allotments, registrations, incentives, subsidies,

concessions, grants, rights, claims, liberties, special status, other

benelits or privileges and any povr/ers of attorney given by, issued

to or executed in favour of the Transferor Company including inrelation to the Undertaking, and all rights and benefrts which

have accrued to the Transferor Company shall, under the

provisions of Section 391 to 394 and otler applicable provisions,

if any, of the Act, stand transferred to and vested in, or shall be

deemed to be transferred to or vested in, the Transferee Company,

as if the same were originally given by, issued to or executed infavour of the Transferee Company, so as to become, as and from

the Appointed Date, consents, permissions, licenses, permits,

quotas, approvals, certificates, clearances, authorities, leases,

t3

APAR INDI.'SINES !ID. CONTINUAiION SHEEI NO,

tenancy, assignments, allotments, registrations, incentives,

subsidies, concessions, grants, rights, claims, liberti es, special

status, other benefits or privileges and any powers of attorney of

the Transferee Company which are valid, binding and enforceable

on the same terrrs, and the Transferee Company shall be bound

by the terms thereof, the obligations and duties there under, and

the rights and benefrts under the so"'e shall be available to tJle

Transferee Company.

TRANSFER Otr' LIABILITIES

3.3. Without prejudice to the generality of Clause 3.1 above, upon the

coming into effect of this Scheme and with effect from the

Appointed Date:

(i) All the liabitties including all secured and unsecured debts,

(whether in Indian rupees or foreign currency), sundry creditors,

contingent liabilities, duties, obligations and undertakings of the

Transferor Company of every kind, nature and description

whatsoever and howsoever arising, raiged or incurred or utilized

for its business activities and operations (the "Ltabiltties") shall,

without any further act, instrument or deed, be and the same

shall stand transferred to and vested in or deemed to have been

transferred to and vested in the Transferee Company without any

further act, instrument or deed, along with any charge, lien,

encumbrance or security thereon, and the same shall be assumed

to the extent they are outstanding on the Effective Date so as to

become as and from the Appointed Date, the debts, liabilities,

duties and obligations of the Transferee Company and further thatit shall not be necessar5r to obtain consent of arry third party or

other person who is a party to the contract or arrangements byvirtue of which such debts, liabilities, duties and obligations have

arisen, in order to give effect to the+ provisions of this Section.

t4

APAR,INOUSMES [TD. CONflNt,l\IION SHEEI NO,

Further, all debts and loans raised, and duties, liabilities and

obligations incurred or which arise or-accrue to the Transferor

Company on or after the Appointed Date till the Effective Date,

shall be deemed to be and shall become the debts, loans raised,

duties, liabilities and obligations incurred by the Transferee

Company by virtue of this Scheme'

(ir) Where any of the debts, liabilities, loans raised and used,

liabilities and obligations incurred, duties and obligations of the

Transferor Company as on the Appointed Date deemed to be

transferred to the Ttansferee Company have been discharged by

Transferor Company after the Appointed Date and prior to the

Effective Date, such discharge shall be deemed to have been for

and on account of the Transferee Company.

(iii) All loans raised or used and all liabilities and obligations

incurred by the Transferor Company for the operations of the

Transferor Company after the'Appointed Date and prior to the

Effective Date, shall, subject to the terms of this Scheme, be

deemed to have been raised, used or incurred for and on behalf of

the Transferee Compa-ny in which tlre Undertaking shall vest in,

in terms of this Scheme and to the extent they are outstanding on

the Effective Date, shall also without any furtler act or deed be

and stand transferred to and be deemed to be transferred to the

Transferee Company and shall become the debts, liabilities, duties

and obligations of the Traasferee Company which shall meet

discharge and satis$ the sarne.

(iv) The Transferor Company may, if required, give notice in such ,

form as it may d eem fit and proper to each party, debtor or

borrower as the case may be that pursuant to the High Court

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APAR INDTSTRIES LTD. CONNNUANON SHEEI NO,

sanctioning the Scheme, 'the said debt, loan, advance, etc' be paid

or made good or held on account of the Transferee Company as

the person entitled ttrereto.

(v) The Transferee Company may, if required, give notice in such

form as it may deem lit and proper to each person, debtor or

borrower that pursuant to the High Court having sanctioned the

Scheme, the said person' debtor or borrower shall pay the debt,

loan or advance or make good the same or hold the same to its

account and that the right of tJle Transferee Company to recover

or realise the same is in substitution of the right of the Transferor

Company.

(vi) The transfer and vesting of the assets comprised in t}leUndertaking to and in the Transferee Company under this

Scheme shall be subject to the mortgages and charges, if any,

affecting the same, as and to the extent hereinafter provided. All

encumbrances, rf any, existing prior to the Effective Date over the

assets of the Transferor Company which secures or relate to the

Liabilities shall, after the Effective Date, without any further act

instrument or deed, continud to relate and attach to such assets

or any part thereof to which they are related or attached prior to

the Effective Date and as are transferred to the Transferee

Company. Provided that if any of the assets of the Transferor

Company have not been encumbered in respect of the Liabilities,

such assets shall remain unencumbered and the existing

Encumbrarrce referred to above shall not be extended to ald shall

not operate over such assets. Further, such Encumbraaces shall

not relate or attach to any of the other assets of the Transferor

Company. The absence of any formal amendment which may be

required by a lender or trustee or third party shall not alfect the

I6

operation of the above.

(vir) Without prejudice to the provisions of the foregoing Sections

ald upon the effectiveness of this Scheme, the Transferor

Company and the Transferee Company shall execute any

instruments or documents or do all the acts and deeds as may be

required, including the liling of necessary particulars and / or

modification(s) of charge, udth the Registrar of Companies,

Gujarat to give formal effect to the above provisions, if required.

(viii) It is expressly provided that no other term or condition of the

liabilities transferred to the Transferee Company is modified by

virtue of this Scheme except to the extent that such amendment is

required by necessary implication.

3.4. Subject to the necessary consents being obtained in

accordance with the terms of this Scheme, the provisions of this

Section 3 shall operate, notwithstanding anything to the contrary

contained in arry instrument, deed or writing or the terms of

sanction or issue or any securit5r document, all of which

instruments, deeds or writings shall stand modilied atd / or

superseded by the foregoing provisions.

3.5. Subject to the terms of this Scheme, the transfer and vesting

of the Undertaking of the Transferor Company under this Scheme

shall not alTect any transactions or proceedings already concluded

by t}le Transferor Company on or before the Appointed Date or

concluded after the Appointed Date till the Effective Date, to the

end and intent that the Transferee Company accepts and adopts all

acts, deeds and things made, done arrd executed by the Transferor

Company as acts, deeds and things made, done and executed by or

t7

ARAN h{DUSIIUES tID. CONTINUAIION SHEET NO,

4.

on behalf of t.lle Transferee Company.

CONTRA TS, DDEDS AND OTHER INSTRUMENTS:

Subject to the provisions of tllis Scheme, all contracts, deeds, bonds,

agreements, arrangements and other instruments of whatsoever

nature to which the Transferor Company is a party or to the benefit

of which the Transferor Company may be eligible, and which are

subsisting or having effect immediately before the Effective Date,

shall continue in fulI force and effect against or in favour of the

Transferee Company as the case may be and may be enforced as

fully and effectively as if, instead of the Transferor Company, the

Transferee Company had been a party or beneficiar5r thereto. The

Transferee Company shall enter into and/or issue and/or execute

deeds, writings or confirmations or enter into a tripartite

arrangement, confirmatidn or novation to which the Transferor

Company will, if necessary, also be a party in order to give formal

effect to this clause, if so required or become necessary.

LEGAL PROCTTDINGSI:

(i) Upon coming into effect of this Scheme, all suits, claims, actions

and/or proceedings by or against ttre Transferor Company, arising

after the Appointed Date but before the Effective Date shall be

continued and be enforced by or against the Transferee Company

as effectually as if the same had been pending and I or arising by

or against the Transferee Company.

(ii) The Transferee Company will undertake to have all legal, judicial

or other proceedings initiated artd /or to be initiated after the

Effective Date by or against the Transferor Company referred to insub-clause {i) above transferred to its name and to have the same

continued, prosecuted and enforced by or against tlee Transferee

Company. The Transferor Company and the Transferee Company

5.

l8

APAT,INDIJSTUES tID. CONTINUAION SHEET NO,

shall make relevant applications in that behalf and the Transferor

Company and the Transferee Company shall co-operate with each .

other in respect of any such legal and other proceedings.

(iii) Upon coming into effect of this Scheme, all suits, claims, actions

and/or proceedings by or against the Transferor Company

pending on or pertaining to the period prior to the Appointed Date

shall be continued and be enforced by or against the Transferee

Company as effectually as if the so"'e had been pending and / or

arising by or against the Transferee Company.

6. OPERATIVE DATE OF THE SCHEME:

This Scheme though effective from the Appointed Date shall be

operative from tlle Effective Date.

7. COI{DUCf, OF BUSINESS BY TRANSFEROR COMPAITY AI{D

TRANSFEREE COMPA.ITY TILL EFFECTIVE DATE:

With effect from the Appointed Date, and upto the Effective Date:

(r) The Transferor Company shall carry on and shall be deemed to

have carried on all the business and activities as hitherto and

shall be deemed to have held and stood possessed of the

undertaking on account of, and for the benelit of and in trust for

the Transferee Company.

(ii) A11 the profits or income accruing or arising to the Transferor

Company or expenditure or losses arising or incurred (including

the effect of taxes, if any, tlereon) by the Transferor Company

shall, for all purposes be treated and be deemed to be accrued as

the profrts or income or incurred as the expenditure or losses or

taxes of the Transferee Company, as the case may be.

19

APAR INDUSIRIES TID. CONTINUATION SHEET NO,

(ii1) The Transferor Company shall carry on its business and

activities with reasonable diligence and business prudence.

(tq The Transferor Company shall not vary the teims and

conditions and employment of permalent employees of the

Company except in the ordinar5r course of business or with prior

written approval of the Transferee Company.

(v) The Transferor Company shall not, without prior written consent

of the Transferee Company, take any major policy decisions inrespect of management of the company except in the ordinary

course of business.

{vi} The Ttansferor Company and the Transferee Company shall

co-operate with each otier for smooth transfer of the Undertaking

from the Transferor Company to the Transferee Company and any

director of the Transferor Company and any director of tJle

Transferee Company shall be empowered to give effect to the

scheme in all aspects as may be necessary or expedient including

settling any question or dilliculties arising in relation to the

Scheme in such manner as they deem frt to attain the objectives

of this Scheme and their decision in this regard shall be final and

binding.

It is hereby agreed and clarifred that whenever under this Scheme,

the approval of the Transferor Company is required to be

obtained, it shall be the approval of any one of the directors of the

Transferor Company and whenever under this Scheme, the

approval of the Transferee Company is required to be obtained, itshall be tJre approval of any one of the directors of tJ e Transferee

Company.

20

APAR INDUSIRIES LTD. CONTINUAIION SHEET NO

8. CONSIDERATION BYTHETRANSFERTECOMPAITY:

The Transferor Company is the wholly owned subsidiar5r of the

Tralsferee Compaly and hence the entire share capital of the

company is held by tJ:e said Transferee company. Upon the Scheme

becoming finally effective, the entire share capital of the Transferor

company shall get automatically cancelled/ extinguished. The

Transferee Company shall not be required to issue and allot anyshares as the Transferee Company and its nominee are themselves

the only shareholders of ttre Transferor Company.

9. ACCOITNTTNG TREATMETIT OF ASSETS, LIABILITTES ANDRESERVES OF TIIE TRANSFEROR COMPAIIY

(i) Upon this Scheme becoming effective, the Transferee Company

shall account for the amalgamation / merger in its books, as per

t}te "Purchase Method" under ttre Accounting Standard 14

"Accounting for Amelgamation" issued by the Institute of

Chartered Accountants of India, as specilied hereunder:

{ii) All the assets and liabilities recorded in the books of t}reTransferor Company shall stand transferred to and vested in the

Transferee Company pursuant to the Scheme and shall be

recorded by the Transferee Company at its'carrying amount as

appearing in the books of Transferor Company except that:

(a) fixed assets will be recorded at its estimated market value

based on valuation report obtained from Registered Valuers as

on tlle Appointed Date; and

(b) adjustments shall be made wherever necessary to conlirrn to

the accounting policies and methods adopted by the Transferee

2l

Company.

(iit) The excess, if any, of the amount of the investment in the

Transferor Company held by the Tralsferee Company as

appearing in the books of the Trarrsferee Company, as on the

Appointed Date over the value of the net assets (after considering

the values of the assets and liabilities as arrived at under clause

9(i) & (ii) above) of the Transferor Company acquired by the

Transferee Company upon its' transfer to and vesting in the

Tralsferee Company under the Scheme shall be debited to

"Goodwill Account".

(rv) The excess, if any, of the aggregate value of the net assets

(after considering the values of the assets and liabilities as arrived

at under clause 9(i) & (ii) above) of tJle Transferor Company

acquired by the Transferee Compaly upon their transfer to and

vesting in the Transferee Company under the Scheme over the

amount of investment in the Transferor Company held by the

Transferee Company as appearing in the books of the Transferee

Company, as on tlre Effective Date shall be credited to "CapitalReserve Account".

(v)Goodwill Account, if ann (net of Capital Reserve Account, if any),

as per clauses 9(ii) and 9(iii) above, shall be written off inaccordance with the Accounting Standard - 14 issued by the

Institute of Chartered Accountants of India.

10. EMPLOYEES:

(i) On the Scheme taking effect as aforesaid, all employees of t-IleTralsferor Company, shall be engaged by the Transferee

22

APAR INDUSTRIES LlD. CONIINUAIION SHEET NO.

Company, v/ithout aly intern:ption of service and on such terms

and conditions, as are no less favourable than thbse on which

they are currently engaged by Transferor Company.

(ii) With regard to provident fund, employee state insurance

contribution, gratuity fund, superannuation fund, staff welfare

scheme or any other special schemes or benefits created or

existing for the benefit of such employees of Transferor Company,

the Transferee Company shall, upon this Scheme becoming

effective and vvith effect from the Appointed Date, stand

substituted for Transferor Company for all purposes whatsoever,

including with regard to the obligation to make contributions to

the said funds and schemes, in accordance with the provisions of

such schemes or funds in the respective. trust deeds or other

documents. The existing provident fund, employee state insurance

contribution, gratuity fund, superannuation fund, the staff

welfare scheme and any other schemes or benelits created by

Transferor Company for such employees shall be continued on the

same terms and conditions or be transferred to the existing

provident fund, employee state insurance contribution, gratuity

fund, superannuation fund, stalf welfare scheme, etc., being

maintained by the Transferee Company. Pending such transfer,

the contributions required to be made in respect of such

employees shall continue to be made by the Transferee Company

to the existing funds maintained by Transferor Company.

(iii) The Transferbe Company agrees that for the purpose of pa;rment

of any retrenchment compensation, gratuity and other terminal

benefits to the permanent employees of the Transferor Company,

the past services of such employees witJ: Transferor Company

shall also be taken into account and agrees and undertakes to

z)

APARINDUSIRIES LTD. CONTINUATION SHEET NO.

pay the same as and when payable.

11. SAVING OF CONCLUDED TRANSACTIONS:-

The transfer of assets, properties and liabilities above and thecontinuance of proceedings by or against the Transferee Company

shall not affect any transaction or proceedings already concluded

in the Transferor Company on or after tJle Appointed Date till the

Effective Date, to the end and intent that the Transferee Company

accepts and adopts all acts, deeds and ttrings done and executed

by the Transferor Company, in respect thereto as done and

executed on its behalf.

t2. TAX CREDIT/DUTTES/CESS ETC.

(r) The Transferee Company will be the successor of the Transferor

Company. Hence, it will be deemed that the benelit of any tax credits

whether central, state or local, availed by tJle Transferor Company

and tlle obligations if any for payrrent of the tax on any assets of the

Transferor Company or their erection and / or installation, etc. shall

be deemed to have been availed by the Transferee Company or as

the case may be deemed to be the obligations of the Transferee

Company. Consequently, and as the Scheme does not contemplate

removal of any asset by the Transferee Company from the premises

in which it is installed, no reversal of any tax credit needs to be

made.

(d With effect from the Appointed Date and upon the Scheme

becoming effective, all taxes, duties, cess payable/receivable by the

Ttansferor Company including all or any refunds/credit/clairns

relating thereto shall be treated as the asset/liability or

refunds/credit/claims, as the case may be, of the Transferee

Company.

24

APAR INDUSTruES LTD. CONTINUAIION SHEET NO.

(in) The Transferee Company is expressly permitted to revise its taxretums including tax deducted at source (TDS) certificates/ retumsand to claim refunds, advance tax credits, excise and service taxcredits, set off, etc., on the basis of the accounts of the Transferor

Company as vested with the Transferee Company upon coming intoeffect of this Scheme, and its right to make such revisions in the

related tax returns and related certificates, as applicable, and the

right to claim refunds, adjustments, credits, set-offs, advance taxcredits pursuant to the sanction of this Scheme and the Scheme

becoming effective is expressly reserved.

13. DISSOLUTION OF THE TRANSFEROR COMPAITY:

Upon the Scheme being effective, the Transferor Company shall be

dissolved without winding up upon an order made by the High Court

of Gujarat in accordance with the provisions of the Compaaies Act.

14. CONSOLIDATION OF AIIIHORISED CAPITAI AIiID AIIEIiIDMEUTTO MEMORANI'UM AND ARTICLES OF ASSOCIATIOI OT THETRANSFTRET COIIPAITT

(a) Capital Clause:

Upon coming into effect of the Scheme, the Authorised Share Capital

of the Transferor Company as mentioned in Clause 2(a) amounting

to Rs. 1o,00,00,000/-or such amount as may be on the effective

date, shall be added to the Authorised Share Capital of the

Transferee CompanS as on the effective date, without any further

act or deed and without any further pa5ment of the stamp duty or' the registration fees and Clause V of the Memorandum of

Association and Article 5 (a) of the Transferee Company shall be

amended accordingly.

25

APARINDTSIRIES L]D. CONIINUATION SHEET NO,

(b) It is hereby further provided that the above referred amendment,

viz. Change in the Capital Clause shall become opqrative on the

scheme being effective and subject to the requisite resolutions

passed at the subsequent Annual General Meeting of the Transferee

Company.

15. APPLICATIONS TO THE HIGH COI]RT:

The Transferor Company shall make all applications/petitions under

Sections 391 to 394 of the Companies Act, 1956 and other

applicable provisions of the Act and Applicable Laws to the High

Court of Gujarat and the Governmental Authority, as applicable, for

sanctioning of this Scheme for carrying this Scheme into effect and

obtain all approvals as may be required under law. However, the

Transferee Company shall make the requisite application to the High

court of Gujarat for seeking dispensation of further proceedings infight of the fact that the Transferor Company is a Wholly Owned

Subsidiary of tlre Transferee Company. It shall undertake the

requisite proceedings, if so directed by the High court of Gujarat.

16. MODIFICATIONS, AMEI{DMENTS TO THE SCHEME:

(r) The Transferor Company (by its Directors) and the Transferee

Company (by its Directors) may in their full and absolute discretion

assent from time to time on behalf of all persons concerned to any

modifications or amendments or addition to this Scheme or to any

conditions or limitations which the Hon'ble High Court of Gujarat at

Ahmedabad or any authorities under the Law may deem fit toapprove of or impose and I or to resolve any doubt or dilliculties

that may arise for carrying out this Scheme and to do and execute

all such acts, deeds, matters and things as may be necessary,

desirable or proper for carrying the Scheme into effect.

(i1) For the purpose of giving effect of this Scheme

26

APAR INil'SMES tTD. CONTINUAIION SHEEI NO.

t

modilications or arnendments, thereof, any of the Directors of the

Transferor Company and any of the Directors of the Transferee

Company may give and are authorised to give all such directions

that are necessary or are desirable including directions for settling

any doubts or difficulties that may arise.

(iii) Further any of the Directors of tJ:e Transferor Company and any of

the Directors of the Transferee Company shall be entitled to modi$

any of the terms of this Scheme in future to settle any of the

difficulties or to implement t-I:e provisions of this Scheme smoothly

and hassle free maaner, if such need arises and for all purposes the

Effective Date for such subsequent modified scheme shall be the

same as sPecified in this Scheme.

T7. SCHEME CONDITIONALI'FOI{APPROVAIS/SANCTIONS:

This Scheme is 3pecifically conditional upon and subject to:

(i) The Scheme being approved by the requisite majority of the

respective members and such class of persons of ttre Transferor

Company as may be directed by the High Court;

(ii) The Scheme being approved by the concerned Stock Exchanges

in complialce with the terms of the listing agreement and

guidelines issued by Securities and Exchange Board of India and

in particular vide Circular CIR/CFD/DIL /5l2OL3 dated February

4,2013 and Circular CIR/CFD/DIL l8l2OL3 dated Mav 21,2013;

(iii) The sanction of the Hon'ble High Court of Gujarat at

Ahmedabad being obtained under Sections 391 to 394 and other

applicable provisions of the Companies Act, 1956 or any other

Governmental Authorities if so required on behaH of the

Transferor CompanY.

{iv) The certified copies of the High Court orders referred to in this

Scheme being filed with the Registrar of Companies, Ahmedabad,

Gujarat, as applicable.

27

APAR.INil,ISMES LTD, CONTINUATION SHEET NO.

18.

(v) The requisite consent, approval or permission of the Government

Authority or any other statutory authority, which by law may be

necessary for tJle implementation of this scheme.

OPERATIVE DATE OF TIIE SCHEME

This Scheme although to come into operation from ttre Appointed

Date shall not come into effect until the last date viz.:

(l) The date on which the last of all the consents, approvals,

permissions, resolutions, sanctions and/or orders as are

hereinabove referred to have been obtained or passed; and

(ii) The date on which all necessary certified copies of the order

under sections 391 and 394 of the Companies Act, 1956 are duly

filed with the Regrstrar of Companies, Ahmedabad, Gujarat and

such date shalt be referred to as Effective Date for'the purpose of

the Scheme All other compliances relating to filing and stamp

duty etc., if applicable shall be done on or after the Effective Date.

(iii) It is the intention and understanding of the parties hereto that

the accounting and commercial effect of the Scheme shall take

effect from the Appointed Date despite the Scheme becoming

effective from Effective Date under the relevant laws.

EFFEICT OF NON.RECEIPT OF APPROVAI/SAITCTIOI{:

In the event of any of the said sanctions and/or approvals referred

to in the scheme above not being obtained and/ or the Scheme not

being sanctioned by the Hon'ble High Court or any other

Governmental Authorities endlor the Order(s) not being passed or

sanctions not being granted as aforesaid, the Board of the Directors

of the Transferor Company and tJ:e Transferee company are hereby

empowered. and authorised to revoke and/or cancel the proposed

scheme and to resolve that the scheme be of no effect save and

19.

28

APAR INDTJSIR'ES I-ID.CONNNUAIION SHEEI NO.

except in respect of any act or deed done prior thereto as iscontemplated hereunder or as to any right, obligation and/orliabilities which might have arisen or accrued pursuant thereto andwhich shall be governed and be preserved or worked out as isspecilicdlly provided in this Scheme and or otherrvise arise as perLaw.

20, EXPEIISES COI{NDCTED IOITH THE SCHEME:All costs, charges and expenses, including any t€xes and duties oft}le Transferor Company and the Transferee Compaay respectively'in relation to or in connection with or incidentar to tl.is scheme andof carrying out and completing the terms of this scheme shalr beborne and paid by the Transferee Company.

29

A:1'10/MPP/855

SHARP & TANNAN 4swrexu&e'2Chartered Accountants

5'February,20'15

1.

CERTIFICATE

We, the Statutory Auditors of APar Industries Limited have examined the proposed Scheme ofAmalgamation under Sections 391 to 394 of the Companies Act,1956 / the Companies AcJ' ?0131between Apar Industrles Limited, 301, Panorama Complex, R. C- Duft Road, Vadodara - 390 007(Apar fndustries Limited' or the 'Company') and Apar Lubricants Limited (fornedy Apar Chematek

Lubricants Limited),301, Panorama Complex, R. C. Dutt Road, Vadodara - 390 007 ('Apar

Lubricants Limited') and their respective shareholders and creditors (the 'Sclgme') which_has been

approved by the Board of Direclors of Apar Industries at its meeting held on 5"' February' 2015.

Based on our examination and according to the information and explanations given to us, we note

that the scheme entails the amalgamation ofApar Lubricants Limited, a wholly-owned subsidiary ofApar Industries Limited with its Parent company, Apar Industfies Limited, wth the consequent

dissolution without winding-up of Apar Lubricants Umited.

We further note that, as a result of the amalgamation, the shares of Apar Lubricants Limited held by

ADar lndustries Limited will stand cancelled, with no issuance of shares or payment of other

c6nsideration by Apar Industries Limited. Accordingly, no valuation process is applicable to the

transactions contemplated by the aforesaid Scheme.

This Certifcete is issued at the request of the Company in accordance with Clause 24(f) of the Listing

Agreement for onward submission to the stock Exchanges [BSE Limited (BSE) and the National

Siock Exchange of India Limited (NSE)I and should not be used for any other purpose without our

Drior wdtten consent.

4.

SHARP & TANNANChartered Accountants

Firm's RegistrationlNor P9982Whand of

PartnerMembership No. 033013

Ravindra Annexe, 194, Churchgate Reclamation, Dinshaw Vachha Road, Mumbai'400 020' India.

Tel. Qzl 2204 7722t23, 6633 8343 - 47 Fax (22) 6633 8352 E-mail : admin.mumbai@sharPandtannan.comFarook M. Kobla ShreedhEr T. Kunte Milind P. Phadke R.morth D. Kare Ashwin B. Chopra

Edwir Augustine Raghunatb P. Acharya Firdosh D. Buchia Thirtharrj A. Khot PavaD K. Aggarwal

a*'-3 rllD

6-

Also at Pune. Associate Ofiices : Bangalore, Chennai, Goa & New Delhi

=TWiIdueE=@RPORAIE OfBCE : '.- 3APAR HOI,'S€. CORPORAIT PARK.

SON IROMBAY ROAD, CHEMEURMUMBAI - /too 071. INDIAAPAR INDUSTRIES LTD. I I l+9lt l22l2526 3400 / 6780 04OOF : {+gtl 12212524 6326E : co@orol9@opor.co.nun : www'crDotcom

REPORT OF AUDIT COMMITTEE OF APAR INDUSTRIES LIMITED

MEMBERS:

',1.

2.3.4.5.

Dr. N.K.Thingalaya

Mr. F.B.ViraniMr. Rajesh SehgalMr. Kushal N. DesaiMrs. Nina Kapasi

Chairman of the Audit Committee, Non-Executive & Independent DirectorNon-Executive & Independent DirectorNon-Executive DirectorManaging DirectorNon-Executive & Independent Director

Finance and Legal AdvisorPartner )Sharp&TannanSr. Manager )Director- KPMG lndia Pvt. Ltd. -lnternal AuditorsCompany SecretarycFo

IN ATTENDANCE:

Mr. H.N.ShahMr. Milind P. PhadkeMr. T.N. ShamsunderMr. DeepakViegas

Mr. Sanjaya KunderMr. V.C.Diwadkar

1.2.3.4.

5.6.

1. BACKGROUND :

The Company has placed before the Audit Committee, a Scheme ofAmalgamation ('scheme') for the amalgamation of Apar Lubricants Limited(?LL), which is wholly owned subsidiary (wos), with the Company forrecommendation of the Scheme by the Audit Committee to the Board of Directorsas required vide SEBI Circular No. CIR/CFD/DlUSl2013 dated 4n February, 2013

and subsequenl Circular No. CIR/CFD/D\UB12}13 dated 21"t May, 2013(together, the "SEBI Circula/').

This report of the Audit Committee is made in order to comply with therequirements of the Circular after considering the draft Scheme of Amalgamation.

....2

IEGD. OFC€ : 30l/306, PAtoRAIiTA coMREx, P. c Dfi RoAD, VIDoDARA 3ryql N9t ^ ^.. ^--. ^^

r:{+91)(265)i:t3J75-iisistlotzszztca.F:(+91X265}2330309'E:opor'botodo@oporcom'url:wwwopor'comclN : L9l I locJl 989PLC0l 2802

A'AR INDUSMES UD. CONIINUANON SHEET NO.

2.

ii2ii

PROPOSEDSCHEME OF AMALGAMATION :

The salient feature of the Scheme are as under :

- The Scheme provides for merger of ALL with the Company.

- The Appointed Date for the Scheme is fixed as opening of business hourson 1srJanuary,2015.

- The Scheme provided for transfer of assets and liabilities pertaining to ALLon a going concern basis.

- Upon the Scheme coming into effect, all equity shares of the ALL held bythe Company shall stand c€rncelled without any further application, act ordeed. lt is clarified that no new shares shall be issued or payment made incash whatsoever by the Company in lieu of such shares of the ALL.

- In terms of the Scheme of amalgamation, ALL will be amalgamated withCompany, followed by the dissolution, without winding up, of ALL.

RECOMMENDATIONS OF THE AUDIT COMMIfiEE :

The Audit Committee recommends the Draft Scheme, for favourableconsideration by the Board or Committee of the Board, Stock Exchange(s) andSEBI.

/Hz#';ftdl'gi&)>- U U(Dr. N. K. Thingdlaya)

Chairman, Audit Committee

3.

Date : February 5,2015Place: Mumbai

- l$ rNcA

STRICTTY PRIVATE & CONFIDENTIAT

February 5, 2015

The Board of Directors,Apar Industries Limited301, Panorama Complex,R. C. outt Road,

Vadodara - 390 007, Gujarat.

Rer Fairness opinion in connection with the amalgamation of Apar Lubricants Limited, (formerlyApar ChemateK Lubricants timited) with Apar Industries Limited pursuant to the provisionsof Sections 391 to 394 and other relevant provisions of the Companies Act, 1950,

Dear 5irs,

We have been requested by the management of Apar lndustries Limited (hereinafter referred to as

"AlL" or as the tompany") to give fairness opinion in connection with the amalganration of Apar

Lubricants l-imited, (fo:.merly Apar ChemateK Lubricants limited) (hereinafter referred to as.,ALL,,),

with the Company (together referred to as "Companies',). We have been informed that the

appointed date for proposed amalgamation is January 1, 2015.

BACKGROUND

Apar Industries [imited

Apar Industries timited (AlL) is a company registered under the provisions of the Companies

Act, 1956 with its Registered Office at 301, Panorama Comple& R. C. Dutt Road, Vadodara 390

007 Gujarat. lt was incorporated on September 28, 1989 as "Gujarat Apar Polymers Limited".

The name ofthe Company was changed to "Apar Industries Limited" w.e.f. April 19, 1999. AtL

is presently engaged in the manufacture of Transformer Oils, Special Grade Pharmaceutical

Oils, Automotive Lubricants/Oils, Other Specialty Oils, All Aluminum Conductors (AAC), All

Aluminum Alloy Conductors (AAAC), Aluminum Conductor Steel Reinforced (ACSR)

Conductors, Aluminum Rods (suitable for further manufacture of AAC, AMC and ACSR),

Electrical and Telecommunication Cables etc. The equity shares of AIL are listed on the BSE

Limited (the "BSE") and on the National Stock Exchange of India Limited (the "NSE").

Apar Lubricants limited

Apar Lubricants timited (ALt) (formerly Apar ChemateK Lubricants Limited) is a company

incorporated on s-.ptember 14th 2006 in the State of Maharashtra under the provisions of the

Companies Act, 1956. Currently, its Registered Office is situate at 301, panorama Complex, R.

Page 1 of4

lrtga CaPital Pvt. Ltd. Naman Midtown l2lstFloor, A Wing I Senapati Sapat Marg I ElphinJtone (West) lMumbar 400Oll,lndiaIet +91 -224431 34a9 | Fax: +91.224031 3379 I Website: wwwingacapitat_com

CIN : U74l40MHl 999PTCI 22493

1,

1.1

I,2

\g)C. Dutt Road, Vadodara - 390 007 in the State of Gujarat. lt was originally promliJas Joint

3.

Venture Company between Apar Industries Limited (AlL) and ChemateK SpA, ttaly, belng equal

partners. After the exit of the ChemateK SpA from the said arrangement, by selling its holding

to All; ALL has become Wholly Owned Subsidiary (WOS) of the AlL. The name of company

was changed to Apar Lubricants Limited (ALL) with effect from September 5,2014 and its'

registered office has been recently shifted to the State of Gujarat. ALL has been engaged in

marketing and distribution of a full line of automotive lubricants/oils and as selected

specialized line of industrial lubricants/oils of petrochemical nature etc. manufactured by AlL.

SCOPE AND PURPOSE OF THIS REPORT

. We understand that the Board of Directors of AIL and AIL are proposing to amalgamate

ALt with Alt under scheme of arrangement under the provisions of Sections 391 to 394

and other relevant provisions of the Companies Act, 1956 (hereinafter referred to

'Scheme of Amalgamation')

. We have been informed that ALL is wholly owned subsidiary of AlL.

. As mentioned above, ALL is a wholly owned subsidiary of AlL. The scheme provides that all

equity shares of ALL held by AIL shall stand cancelled and extinguished upon

amalgamation coming into effect and no sha res of AIL shall be issued or allotted in resped

of holding ofthe AIL in ALL.

o In this connection, the management of AIL has engaged INGA to submit a report on the

fairness of the Scheme of Amalgamation as per the requirements of Securities Exhnage

Board of India Circular No. CIR/CFD/D|V5/2013 dated February 4,2013 read with SEBI

Circular No. CIRICFDIDIL/8/2113 dated May 21, 2013 and listing agreement entered by

AIL with BSE Limited and National Stock Exchange of India Limited. Our Scope of work

includes commenting only on the fairness of the Scheme of Amalga mation.

SOURCES OF INFORMATION

For the purposes ofthis exercise, we have relied upon the following sources of information:

o Scheme of amalgamation under section 391 to 394 ofthe Companies Act, 1956.

. certificate by M/s Sharp & Tannan, (chartered Accountants) - statutory Auditors

. Audited Financiafs of AIL a nd ALL for fina ncial years 2072,20!3 and ZO!4'

o Such other information and explanations as we required and which have been provided

by the management of the Companies.

Page 2 of 4

5.

6.

7,

8,

\6RATTONATE AND (EY FEATURES OF THE SCHEME

. The proposed scheme r*ill-sirnplify manag€{n€nt str{Jeture, leading to bett€r

administration and a reduction in costs from more focused operational efforts,

rationalization, standardization and simplification of business processes, and the

elimination of duplication, and rationalization of administrative expenses;

. The proposed scheme will simplify shareholding structure and reduce shareholding tiers;

o The proposed scheme will achieve direct and indirect tax efficiencies

VATUATION REPORT

. In the proposed Scheme of Amalgamation, the entire share capital of ALL held by AIL shall

be cancelled and there shall be no change in the share holding pattern of AlL.

. As per parc 4.2 ot SEBI Circular No. CIR/CFD/DII/8/2013 dated May 21, 2013 read

together SEB| Circular no. CIRICFD/D\U'/2O13 dated February 4.2013, Valuation report

for an Independent Chartered Accountant' need not be required in cases where there is

no change in the shareholding pattern of the listed company.

o Based on the above stated points, the Company has not obtained any Valuation Report

from an Independent Chartered Accountant for the proposed Scheme of Amalgamation.

CONSIDERATION FOR AMALGAMATION

The management of the companies has proposed that on amalSamation of ALL with AIL all

equity shares issued by ALL and held by AIL stand cancelled and extinguished and in lieu

thereof, no allotment of any shares shall be made to any person whatsoever.

OPINION

on the basis of our Scope and Limitations as mentioned in this report and considering the

Rationale of the Scheme of Amalgamation, the Scheme of Amalgamation of ALI- with Al[, in

our opinion is fair.

EXCTUSIONS AND TIMITATIONS

o Conclusions reached by us are dependent on the information provided to us being

complete & accurate in all material respects. our scope of work does not enable us to

accept responsibility for the accuracy and completeness of the information provided to

us. The scope of our assignment did not involve us performing audit tests for the purpose

of expressing an opinion on the fairness or accuracy of any financial or analytical

Page 3 of 4

^. fr.\',)

information used during the course of our work. We have not performe-any audit,

review or examinations of any of the historical or prospective information used and,

therefore, do not express any opinion with regard to the same. In addition, we do not take

any responsibility for any changes in the information used for any.eason, which may

occur subsequent to the date of our certificate.

. This certificate is prepared with a limited purpose / scope as identified / stated earlier and

will be confidential being for use only to whom it is issued. lt must not be copieo,

disclosed or circulated in any correspondence or discussions with any person, except to

whom it is issued and to those who are involved in this transaction and for various

approvals for this transaction.

. Our opinion is not, nor should it be construed as our opining or certifying the compliance

of proposed amalgamation of ALL with AIL with the provision of any law including

Companies Act, Income Tax Act and capital market related laws or as regards any legal

implications c:' issues arising thereon.

Thank you,

Yours faithfully,For Inga Capita l,rir--\

v . #P"{'iM;, )i)w \ D.\.-?2. Ay/S. Karthikeyan i:--}'(Director)Place: Mumbai

Page 4 of 4

plnkOuSfnrS tm. -?J.N N e ut\e - 5coNItNrJAloN sHEEr r,ro-*_* l__-tr-

Shareholding pattern of the Companiesas per chuse 35 of the Listing Agreement as on31.12.2074 and 1"t January, 20is (being

Appointed Date)

(Pre & Post Amalqamation)

APAR INDUSTRIES LIMITED(TRANSFEREE COMPANY)

Regd. Office : 301, Panorama Gomplex, R. C. Dutt Road, Vadodara - 390 OO7.(CtN : L91t tocJt989pLC01280Z)

(l){a.L$!q!eoentsho!y!ng$harehotdinq PatternName ofthe Corypany APAR lNDUSTRIES LIMITEDClass of security : EQUIry SHARES W|TH 100% VOTTNG RIGHTSScrip Code / Symbol 532259 (BSE) & APARINDS (NSE)Name of the scrio APAR INDUSTRIES LI IITEDQuarter ended 3tsrDEcEMBER,20ia@

Partly paid-up sharesr No, of partlypaid-up shares

Asa%oftotalno, of partly

paid-up Shares

As a % oftotal no.of shar€s of the

Company

Held by Promoter / Promoters group Nil Nil NilHeld by public Nil Nil NilTotal Nil Nil NilOutstandin g convertible securities: No. of

outstandingsecuaities

As a % of totalno. of

outstandingconvortiblesecurities

As a % of total no.of shares of the

Company,assuming full

conversion of theconYertiblosgcurities

Held by Promoter / Promoters group Nil Nil Nit

HelC bytublic Nil Nil NilTotal Nil Nil NilWarrants:. No, of warra nts As a % of total

no. of warrantsAsa%oftotatno.

of sharos of theCompany,

assuming fullconversion of

WarrantsHeld by Promoter / Promoters group Nil Nil NilHeld by public Nil Nil NilTotal Nil Nil NilTotal paid.up capital ofthe Company,assumlng full conversion of warrantsand convertible securities

38495356 0 100o/o

'"'.,;jil-

APAT, iNil.'srRES LID. CONTIN(ATI)N SHEET NO.

APAR INDUSTRIES LIMITED (TRANSFEREE COMPANY)Regd. Office : 301, Panorama Complex, R. C. Dut Road, Vadodara - 390 O0Z.

(ClN : L9111ocJl989pLC012802)

STATEMENT SHOWING SHAREHOLDING PATTERN

Cate-gorycode

0)

Category ofshareholder

( )

Number ofsharehold

ers

0 )

Totalnumber

ofshares

(tv)

Numberofsharcs

held indemateri-

alizedform

(v)

Total shareholding as apercentage oftotalnumber of shares

Shares pledged orolherwise

encumbered

Asapercentageof (A+B)'

(vt)

Asapercentageof(A+B+C)

(v[]

Numberof Shares

(v D

Asapercent

age(lxl=Mll), {tvPl00

(A) Sharcholding of Promoterand Promotor Group

(t) lndian

(a) fndividuals IHindu UndividedFamilv

8 22't96762 2.19ei762 57.661 57.661

(b) CentralGovernmenl IStateGovemmenl(s)

(c) Bodies CorDofate 11278 111278 0.289 o.289

(d) Financiallnstilutions IBanks

(e) Any Other(Specit)AIL Benefil Trusl 1635387 4.248 4.248

Maithili N. DesaiFamily PrivateTrusl

I 100000 100000 0.260

Sub-Total (AXl) 13 2404927 2404U27 62.458 62.158

(21 Forelgn

(a) Individuals (Non-Residentfrdividuals tForeignlndividuals)

(b) Bodies CorDorale

(c) lnstitutions

(d) Qualified Foreignlnvestor

(e) Any Other(SDecitu)

Sub-Total (AX2)

TotalShareholdlng ofPromoter andPromoter Group(A) =(AXi)+{AY2}

t3 24043427 ?J01u27 62,158 62.158

APAR INilJST$E5 tID. CONTINUAIION SHEEI NO.

(B) PublicShareholding NA NA

{1) lnstitutionsNA NA

(a) Mutual Funds /UTI 23 3s94623 3593883 9.338

(b) Financiallnstitutions IBanks

2489 2333 0.006 0.006

(c) CentralGovernment IStateGovernmenl(s)

(d) Venlure CapitalFunds

(e) lnsuranceComDanies

(D ForeignInstitutionallnvestors

18 186't307 '| 861307 4.835 4.835

(s) Foreign VenlureCapital Investors

(h) Qualified Foreignlnvestor

(D Any Other(SDeeifv)

sub-Total (BXl) 47 5,158419 5457523 14,179 14.179

(21NA NA

(a) BodiesCorDorate

554 57898/.4 5783257 15.040 15.040

Individuals -i. lrdividualShareholdersholding nominalshare capital uplo Rs. 1 Lakh.

23793 253522 204.1070 5.854 5.854

ii. Individualshareholdelsholding nominalshare capital inexcess of Rs. ILakh.

706080 706080 1.834 1.834

(c) Qualified ForeignInvestor

(d) Any Other

(di)ForeignIndividuals (NRl) 256 fis2ss | $2267 0.2u o.284

(d-ir) Hindu UndividedFamilies (HUF) 346 13/.781 13/781 0.350 0.350

(d-iii) Trust &Foundalions I 48 48 0.000 0.000

Sub-Total (BX2| 21976 8993510 8767503 23.363 23.363Total PublicShareholdlng(BF (BXl) +(Bl(21

25023 14157929 14225026 37.542 37.U2 NA NA

Total (A)+(B) 25036 38/195356 38268453 100.00 100.00(c) shares held by

Custodians andagainst whichDepositoryReceipts havebeon issued

0 0 0 0 0 NA NA

ARARINDT,STRIES tTD. CONTINUAIION SHEEI NO

1 Promoter andPromoter Group 0 0 0 0 0 0 0

Public 0 0 0 0 0 0

sub - Total (c) 0 0 0 0 0 0 0

GRAND TOTAL(A)+(B)+(c) 25036 38495356 38268453 100.00 100.00

Note:

1,2.

Total Foreign Shareholding is 5,606,905 Equity Shares (14.565%).The company during the quarter has issued and allotted 23729 & 1196 equity shares of Rs. l0/- eachrespec{ively to its Employees and Direclor under ESOP-2007 and the said shares were admitted for dealing atboth the stock exchanges w.e.f. Oclobr 16, 20'14 & November 17, 2014 respectively.

ahares(includingunderlying

sharesassumlng

fullc0nvergionof urarrantg

andconvortblssecurltles)rsa%ofdilutedshrre

.harsholdor

APAT,NDUSTflES ITD.CONIINUAITON SHEEI NO.

(l)(c) (i)

sa. No. Namg ot thoaha,gholdgt

l{umber ofrhares

held

Shaa6 as aporcsntage otiotal numbor

of shar€ (i.o.,Grand Total(A)+(8)+(c)indicatod lnStatoment rt

para (lxa)abovo)

Oetails of Wanants Ootail8 of convortiblssecurities

Total shares(includingunderlying

aharesassumlng fullconverSloh ofwaffants andconvsrtiblE

socurilies) as a% of dilutodsharo caribl

No. otWarants

hold

Asa%total No.

otwarlants

of th€sameclaSs

o. otconvqdiblesscuritiea

held

% w.r,L totalNo. of

convsrliblesqcurities ol

lho samoclasS

Templeton SrategicEme.ging Ma|keGFund lll, L.D.C.

3636363 9.,146 3636363 (9.446)

HDFC TrusteeCompany Limited -HDFC Predence Fund

'| 644850 4.273 1644850 14 .273)

Reliance CapilalT.ustee Co, Ltd. A/c.Reliance DiversifiedPower Sedor Fund

1539092 1539092 (3.998)

4 f(aitleisenlGpitalsnlageGes€llschafi MitBeschranKer HatungNc. RaifieisenEuresien - Aklien

962400 2.552 982400 (2.552)

Goldman Sachs lndiaFund Linited

575257 '1.505 579257 (1 .505)

6 lclcl Lombard GeneralInsurance CompanyLtd.

549000 1.126 s4900o (1.426)

7 Aadi Financial AdvisorsLLP

4288U 114 4288M {1.114't

TOTAL 9359766 u.314 9359765 (2a.3r1)

aharqa gtthe companv.

sr. llo. N8nre{tt ol oleshareholde4rl rnd

the Psraons Actlng InConcort (PAC) wltb

lhsm

umbgrof

sht'el

Shafga ts Ipcrconta99

oltot lnumbor oflh.foc (1.9.Grand Total(A)+{B}+(C}Indlcatod lnSt tonFnt at

psr| (lxr)above)

Ogtaila of wllranta Oot ils of conYgrtibloaecurltioa

Total tharcs(lncludlng

unde.lylng rhargg!sEumlng lsllconvsrslon ofwafltnt9 tndco[verlible

socuritjGl as r !6ofdllutod shrrs

crPit l

Numbsrof

w'ttt|lEt

At.Xtotal

numbqrot

wrrrantsof thsSanEcla3r

t{umb€r otconw'ublelgcu tle9

held

:{ w.r.t totalnumbgr of€onwrfiblooscurlllos ol

the srmecla55

1 Tomphton StEtegicEnerging MarketsFurd lll- L.D.C.

3636363 9.445 3636363 (9.446)

rOTAL 3535:t63 f.il 15 3636363 (9.{46)

(rxd)@Sr. No. Name of the shareholder Number of locked-in

sharssLocksd-in shares asa (%) percentage of

total numberofEhares {i.e., GrandTotal (A)+(B)+(C)

indicated inStatement at para

(lxa) abovel

Promoter ,Promoter Group /

Public

1 )r. Narendra Dharmsinh Desai 100 0.000 Promoter2 AIL 8enefit Trust 1635387 4.248 Pr_omoter Group

APARINDUSMES HD. CONIINUANON SHEEI NO.

(llxa) Statement showinq details of Depositorv ReceiDtrs (DRs)

(ilxb)'Dromoter and promoter Group' are in excess of 1olo of the total number of s hares

Sr. No. Type of outstanding DR(ADRS, GDRS, SDRS, etc.)

Number of.rI cfanalinar

Number ofshares

underlyingoutstanding

DRs

Shares undedying outstanding DRs as apercentage of total number of shares

(i.e., Grand Total (A)+(B)+(C) indicated instatement at para (lxa) above)

DRs

.-- NOT APPLICABLE --

Sr. No. Name of theDR Holder

Type of outstanding DR(ADRS, GDRS, SDRS, etc)

Number of sharesunderlying outstanding

DRs

Shares underlyingoutstanding DRs as a

percentage oftotal number ofshares (i.e., Grand Total(A)+(B)+(C) indicated in

Statement at para (lxa) above)

.* NOT APPLICABLE -.

APAR hIDUSIRES LTD. CONTINUAIION SHEFI NO.

(Pre Amalqamation)

(TRANSFEROR COMPANY)(clN : U23209GJ2006PLc082221 )

(|)(a) statement sh-FmeOtneCompany : apan fUPBt-cl$rs lttutreoClass of security : EQUITY SHABES- - - --- - -.--sirin cnrla / Svmbol : UNLISTED PUBLIC COMPANY

Quarter ended 315I DECEMBER, 2014

Partly paid-uP sharss:-No. of partly

paid-up shares

As a % of totalno. of partly

paid-up Sharss

Asa%oftotalno.ofshares of the

Company

Held by Promoter / Promolers grouP Nil Nil Nil

Held bv Dublic Nil Nil Nil

Total t{il Nil Nil

Outstanding convsrtible secutitios:- No.outstandingsecurities

As a % oftotalno. of

outstandingconvertiblesecurities

As a % of total no.of shares of the

Company,assuming full

conversion oftheconvertiblesecurities

Held by Promoter / Promoters grouP Nil Nil Nil

Held by public Nil Nil Nil

Total Nil Nil Nil

Warrantsr No. of warants As a % oftotalno. of warrants

Asa%oftotalno.of shares of the

Company,assuming fullconversion of

Warrants

Held by Promoter / Promoters grouP Nil Nit Nil

Held bv public Nil Nit Nil

Total Nit Nil Nil

Total paid-up capital ofthe Company,assuming full conveniion of waftantsand convertible socurlties

6,767,250 0 1000h

ARAR INDUSTRIES ITD. CONTINUAIION SHEET NO.

ffiEo(TRANSFEROR COMPANY)

(Cf N : U23209GJ2006PLC08222'll

STATEMENT SHOWING SHAREHOLDING PATTERN

Cate

gorycod

e

(t)

Category ofshareholder

(||)

Numberof

shareholders

0tD

Totalnumber

of shares

(tv)

Numberof shares

held indemateri-

alizedform

(v)

Total shareholding as apercentage of totalnumber of shares

Shares pledged orotherwise

encumbered

Asapercentaqeof (A+B)'

(vD

Asapercentageof (A+B+C)

(vil)

Numberof Shares

MID

Asapercent

age(lX)=(vlll), (urt00

(A) shareholding of Promoterand Promoter Group

(t) lndian(a) lndividuals I

Hindu UndividedFamilv

(b) CentralGovemment IStateGovemment(s)

(c) Bodies Corporate(Apar IndusttiesLrd. (ArL)

6767180 oa ooo 99.999

(d) Financialfnstitutions IBanks

(e) Any Other(Specifv)

Nominees of AIL 70 0.001 0.001

Sub-Total (AXl) 8 6767250 100.00 100.00

(zl Foreign

(a) lndividuals (Non-Residentlndividuals IForeignlndividuals)

(b) Bodies corlorale

(c) lnstitutions

(d) Qualilied Foreignlnvestor

(e) Any Other(Soecitu)

sub-TotalTotal Share-holding ofPromoter andPromotea Group(Al=(ANt)+(Al(2)

8 6767250 100.00 r00.00

{B)PublicShareholdinqr

NA NA

(r) I nstitutions NA NA

(a)Mutual Funds /UTI

(b) Financiallnstitutions IBanks

(c) CentralGovemment IStateGovemment(s) - r:--\: )\r

'it-'r','P-.:

ANAR.INDUSTRIES I.ID. CONNNIJAIION SHEET NO.

(d) Venture CapitalFunds

(e)lnsuran@Companies

(f) ForeignlnstitutionalInvestors

G) Foreign ventureCapital Investors

(h) Qualified Foreignlnvestor

(i) Any O{her(SDecito)

sub-Total (BXl)

(21 Non-institutions NA NA(a) Bodies Corporate

(b) lndividuals -i.lndividualShareholdersholding nominalshare capital upto Rs. 1 Lakh.ii.lndividualshareholdersholding nominalshar€ capital inexcess of Rs. Itakh.

(c) Qualified Foreignlnvestor

(d) Any Other

(&0 Foreignlndividuals (NRl)

(d-i0 Hindu UndividedFamilies (HUF)

(d-ii0 Trust &FoundalionsSub-Total (BX2) 0 0 0 0. 0

Total PubllcSha|eho!ding(B)= (BXr) +(BX2)

0 .0 0 0 0 NA NA

Total (AF(B) 8 6767250 0 100.00 100.00

{c) Shar€s held byCustodians andagalnst whichDepositoryReceipts havebeen issued

0 0 0 0 0 NA NA

1 Pmmoter aftlPromoter Group 0 0 0 0 0

2 Public 0 0 0 U 0

Sub - Total (c) 0 0 0 0 0 0 0

GRAND TOTAL(Ar+(B)+(C) 8 67672j0 0 100.00 100.00

APARINDUSMES LTD. CONNNUATION SHEET NO.

(lxb) Statemgnt showinq holdinq of secudties (includinq shares. warrants. convedble securitiesl ot persons belonoinq to thecateqorv "Promoter ard Promotel Grouo"

Sr.No,

Name of lhesharehqlder

Detalls ofSharesheld

Encumbered sharesDetails ofWarrants

Details ofconvertiblesecurities

Totrl$n4rcs

(includingunderlying

snaresassuming

fullconvelstonaf warrants

andconvertlblesecuritiss)asaY.oldilutedaharecaDital

No. ofSharss

held

Asa%of grand

total(A)+(B)+

(c)

No. Asapercenr

age

Asa%of grand

total(A)+(B)+

(C) ofsub-

clause(lXa)

No. ofWarra

ntshetd

As a

totalNo. ofwarants ofthe

sameclass

No. ofconvertiblesecqdtiesheld

As a%

totalNo. ofconvertiblesecurities of

thesamectass

0) ( ) (u) (tv) M (vD=(v),(ID.100 (vI) (vI|} 0x) (x) (xD (x[)

Apar IndustriesLimited (AlL)

6767180 99.999 0767r 80

Shah HimatlalNarottam -Nominee of Apar '

lnduslries Limited

10

Devshi L.Dedhia

- Nominee otApar IndusttiesLimited

10 10

4 Naranjan R.Bhoopatkar -Nominee of Aparlndust rs Limited

10 10

Elambulassen N.Dorai$,vami -Nominee ofAparlnduslries Limit€d

10

Dr. NatendraDharmsinh Desai

- Nominee ofApar IndustdesLimited

10 10

Kushal N. Desaa -Nomin€e of ADarlndustries Limited

10 10

6 Chaitanya N.Desai - NomineeofApar IndustdesLimited

10

TOTAL 6757250 r 00.00 576f250{r00.00}

(lxc) (i) St?temen!,shq{nlo hgldinq of socu4tles lllclgqinq shares. rarrants conwrtible securitiss} of persons belonqino to thecat3qorv "Pqblic" and holdino mora than 1% of tho total number of shares

ahat€sheld

psrcenlage oflotal number

of siaros {1.e.,Grand Total(A)+{8}r(C)indicatrd InStatEment at

para (lxa)abovql

(includingundedying

shareaassuming fullconvelsion ofwaranb andconvgrtible

secudties) as a% of dilut€dshare capltal

APIT,INDUSTRIES TlD. CONTINUATION SHEET NO.

(Post Amaloamation)

Not Applicable : No fresh new shares shall be issued to the Shareholders of theTransferor Gompany pursuant to the Scheme'

APAR LUBRICANTS LIMITED(TRANSFEROR COMPANY)

(ClN : U23209GJ2006P1C082221)

(lxal Statement showinq Shareholdinq PatternName of the Company APAR LUBRICANTS LIMITED

Class ofsecurity EOUITY SHARES

As on l5r JANUARY, 2015 - Being Appointed Date

Partly paid-up shares: No. of partlypaid-up sharos

As a % of totalno, of partly

paid-up Shares

As a % of total no.of shares of the

Gompany

Held by Promoter / Promoters group Nil Nil Nil

Held by public Nil Nil Nil

Total Nil Nil Niloutstanding convertible secutities:- No. of

outstandingaecurities

As a % of totalno. of

outstandingconvgrtiblesecurities

As a o/o of total no,of shares of the

Company,assuming full

conversion oftheconvertiblesecurities

Held by Promoter / Promoters group Nil Nil Ntl

Held bv public Nit Nil Nil

Total Nil Nil NilWarrants:. No. ofwarrants As a % of total

no, of warrantsAsa%oftotalno.ofshares of the

Company,assuming fullconversion of

WarrantsHeld by Promoter / Promote6 group Nil Nil Nil

Held by public Nil Nil Nil

Total Nil Nil NilTotal paid-up capital ofthe Company,assuming full convettion of warrantsand convortibls agcuritiga

0 0 0

APAIINDUSIRIES TID. CONTNUATION SHEFT NO.

0Xb) Statement showinq holdinq ot securities (includinq shares. warrants. convertible securltiesl ot persons belonoino to thecateoorv "Promoter ard Promoter Group"

Sr.No.

Name of theshareholder

Details ot Sharesheld

Encumbered sharesDetalls ofWarrants

Details ofconvertiblesscurities

Totalshares

(includingundorlying

snaresassuming

fullconversionof waraants

andconvertiblesecurities)asa%ofdilutedsharecaDital

No, ofShares

held

As a olo

of grandtotal

(A)+(B)+(c)

No. Asapsrcent

age

Asa%of grand

total(A)+(B)+

(c) ofsub.

clause(lXa)

No. olWarra

nlsheld

As a

totalNo, otwarrants ofthe

sam€class

No. ofconve|tiblesecurltiesheld

Asa%

totalNo. ofconvertiblesecurilies of

thesameclass

0) ( ) ( ) (rv) (v) M}=M/(ur 100

(vI) (vuD (tx) (x) (xD (xI)

Apar IndustraesLimited (AlL)

0

Shah HimatlalNarottam -Nominee of Aparlndustries Limited

0

Devshi L. Dedhia

- Nominee ofApar IndustriesLimited

0

4 Niranjan R.Bhoopatkar-Nominee ofAparlndusties Limited

0 0

Elambulassed N.Dofaiswaml-Nominee of Aparlndusldes Limited

0 0

o Dr. NarendraDhamsinh Desai

- Nominee ofApar IndustiesLimited

0

7 Kushal N. Desai -Nominee ofAparlndust.ies Limited

0

8 Chaitanya N.Desai - NomineeofApar IndustriesLimited

0

TOTAL 0 0 0

sharesheld

percentage oftotal numbor

of shares {i.e.,Grand Total(Al+(B)+(c)indicated inStatemeni at

pa|"a (lxa)abov€)

(includingundqdylng

sharesassuming fullconverslon ofwarrants andconv€rtible

securitlas) as a% of diluted

APA{ INDUSTRIES LID. CONTINUATION SHEET NO.

(d) Venture CapitalFunds

(e)lnsuranceCompanies

(0 ForeignlnstitutionallnvesloG

(s) Foreign VentureCapital Investors

(h) Qualified Foreignlnvestor

(D Any Other(soecify)sub-Total(BXl)

(21 Non-institutions NA NA

(a) Bodies Corporste

(b) lndividuals -i. lndividualShareholdersholding nominalshare capital upto Rs. 1 Lakh.ii.lndividualshareholdersholding nominalshare capiial inexcess of Rs. ILakh.

(c) Qualified Foreignlnvestor

(d) Any Other

(d-D ForeignIndividuals (NRl)

(dii) Hindu UndividedFamilies (HUF)

(+iiD Trust &FoundationsSub-Total (BXzl 0 0 0 0

Total PublicShareholdlng(B)= (BX') +(BX2}

0 0 0 0 0 NA NA

Total (AF(B) 0 0 0 0

(c) Shares held byCustodians andagainst. whichDepositoryRecelpts havebeen lssued

0 0 0 0 NA NA

Promoter andPmmoter Group 0 0 0 0 0 0 0

Public 0 0 0 0 0

sub - Total {c} 0 0 0 0 0 0

GRAND TOTAL(A)+(B)+(cl 0 0 0 0 0

/;t,>t'-"',fi, ft9-\=;,t-.tZl

. APAf,JNDUSTruES LTD. CONIINUAIION SHEEI NO,

flxc) (li)

(llxa) Statement showinq details of Deoositorv Receipts (DRs)

(llxb) Statsment showinq Holdinq of Depositorv Receipts {DRs). where underlvinq sharcs held bv'promoter and oromoter Group' are ln excess of 1% of the total number of shares

Sr.No.

Name(8) oflheeha.gholde(s) and

the Por8ons Acting inCoocorl (PAC) with

lhom

Numbsfol

5hare3

Shares as aporconlage

of totalnumboJ otshares {i.9.Grand Tot l(A)+{B)+(c)indicated inStatoment at

para (lxa)abovo)

Details of warranb Dqtalls ofconvErtiblea0curitios

Total sharcs(includin9

unde.lying sharessssuming fullconveFion o{warantg andconve,tiblg

securitigs)a5 a %of dilutod sha19

capital

Numberot

wtrants

Asa7.total

numbcrot

warranlsof theaameclass

NumberolconvertiblEsocufities

held

% w.r,t totalnumber ofconvertlblo8oc|lrities ('l

the $amsclass

(l)(d) Statement showinq details of locked-in shares

Sr. No, Name of the shareholder Number of locked-inshares

Locked-in shares asa (%) p€rcsntage of

total number ofshares (i.e., GrandTotal (A)+(B)+(c)

indicated inStatement at para

(lxa) above)

Promoter /Promoter Group /

Public

-- NOT APPLICABLE *

Sr. l{o. Type of outstanding DR(ADRs, GDRs, SDRs, etc.l

Number ofoutstanding

DR5

Number ofsharcs

underlying

Shares underlying outstanding DRs as apercentage of tota I numbsr of sha rsg

(i.e., Grand Total (A)+(B)+(C) indicated inStatement at para (l)(a) above)

DRs

.- NOT APPUCABLE -

Sr. No. l{ame of theDR Holdel

Type of outstanding DR(ADRS, GDRs, SDRS, etc)

Number ofaharesunderlying outstandlng

DRs

Shares underlyingoutstanding DRs as a

percentage of total number ofshares (i.e,, Grand Total(A)+(B)+(C) indicated inStatement at para (lxa)

above)

-. NOT APPLICABLE -.

,, ,'/P''ritr, i -''::'.1

SHARP & TANNAN AutrtxuRL_cCq)Chartered Accountants

sri February, 2015

CERTIFICATE

We hereby certify the financial details of Apar Industries Limited (the transferee/resulting company) forthe previous 3 years as per the Audited Statement of Accounts and as of 31"' December, 2014 as perLimited Review Reporv Published Results for the Quarter and Nine month ended 31"r December. 2014:

Name of the Company: APAR INDUSTRIES LIMITED

7857

Farook M. Kobla ShrcedhatT. Ku e Milind P. Phadke

Fdwin Augustine Raghunath P. Acharya Firdosh D. Buchia

SHARP & TANNAN

Firm's Registration

MILIND P. PHADKEPartner

Membership No.0330'13

Ravindra Annexe, 194, Churchgate Reclamation, Dinshaw Vachha Road, Mumbai - 400 020, India.Tel. (22\ 2204 7722123,6633 8343 - 47 Fax (22) 6633 8352 E-mail : admin.mumbai@sharpandtannan.com

Ramnath D. Ka.eThirtharaj A. Khot

Ashwin B. ChopmPavao K. Aggarwal

(Rs. crore)

As per LimitedReview Report andPublished Results

As per lastAuditedFinancial

Year

1 year prior tothe last AuditedFinancial Year

2 years prior tothe last AuditedFinancial Year

2014-15

1d April, 2014 to 31"1

December.2014)

2013-14 2012-13 2011-12

Equitv Paid up €pital 38.5C 38.47 38.47 38.47

Reserves and surDlus 596.4? 568.30 521.73 432.49

Carv forward losses

Net worth 634.97 606.77 560.20 470.96

Miscellaneous exoenditure

Secured loans 177.2C 207.40 71.31 96.78

Unsecured loans 109.34 106.07 89.71 vo.uo

Fixed assets 379.64 355.82 287.69 203.29

lncome from ooerations 3672.99 4.483.20 4.532.19 3.453.26

Total income 3681.24 4.487.67 4.539.89 3.453.80

Total exoenditure 3627.1e 4.384.U 4.399.59 3.394.23

Profit before tax 54.0€ 102.83 140.30 cv.cr

Profit after.tax 38.64 68.79 102.16 59.32

Cash profit 61.45 OE AC 126.02 80.60

EPS (in <) '10.0{ 17.88 zo_co .A AA

Book value (in <) 164.95 157.72 145.62 122.42

ie_9]l,i-+lj:'-^^^rrlt9982W

Also et Pune. Associate Offices : Banealore. Ch€nnai. Goa & New Delhi

SHARP & TANNANChartered Accountants

A:114/MPP/860 5'n February, 2015

CERTIFICATE

We hereby certify the financial details of Apar Lubricants Limited (fornerly Apar Chematek LubricantsLimited) (lhe transferor / demerged company) for the previous 3 years as per the Audited Statement ofAccounts and as of 31" December, 2014 as per the Audited Statement of Accounts:

Name of the Company: APAR LUBRICANTS LIMITED

CharteredFirm's Registration

tNQKuflL - 5(

CK

(Rs, crore)

As per AuditedFinancials

As per lastAud ited

Financial Year

1 year prior tothe last AuditedFinancial Year

2 years prior tothe last AuditedFinancial Year

2014-15

(1$ April, 2014 to 3l"tDecember.2014)

2013-'14 2012-13 2011-12

Eouitv Paid uD caDital o.t I 6.77 o.t I o.t I

Reserves and surolus 9.31 6.54 3.19

Carrv foMard losses

Net worth 16.08 13.31 9.47

Miscellaneousexoenditure

Secured loans

Unsecured loans

Fixed assets 0.21 0.27 n 1t u-zc

Income from oDerations 13.59 16.61 30.07 21.92

Total income 13.61 16.95 30.08 21.99

Total exoenditure 9.48 10.70 29.51 24.31

Profit/(loss) before tax 4.13 o.z3 0.57 (2.32)

ProfiV(loss) after tax z.tu 4.14 0.49 (1.571

Cash profit 2.91 4.25 0.61 1.46)

EPS (in o 4.13 6.11 0.72 Q.32\

Book value (in <) zJ.TA 19.67 14.72 13.99

f,ir'^ rrr*6q>' -:1,

SHARP & TANNAN

982W

rrarffiop.#Partner

Membership No. 033013

Ravindra Annexe, 194, Churchgate Reclamation, Dinshaw Vachha Road, Mumbai - 400 020, India.Tel. (22) 22C4 7722/23,6633 8343 - 47 Fax (22) 6633 8352 E-mail : admin.mumbai@sharpandtannan.comFarook M. Kobla Shredhar T. Kunte Milind P. Phadke Ramnath D. Karc Asbwin B. Chopr.

Pavar K. AggarwalEdwin Augustirc Raghuuath P Acfiarya Firdosh D. Buchia 'Ihittharaj A. KhotAlso rt Pune. Associate Olnces : Banqalore. Chennai. Goa & New Delhi

SHARP & TANNANChartered Accountants

A:1 '10/MPP/856

-t7t\/NEIuqt, *7

5'n February, 201s

ANNEXURE VIII

Format of the confirmation to be submitted by the Auditor of the company:(Certificate in accordance with Clause 24(i) of the Listing Agreement)

'

To.The Board of Directors,Apar Industries Limited301, Panorama Complex,R.C. Ouft Road.Vadodara - 390 007

we, the statutory auditors of Apar_lndustries Limited, (the'company'), have examined the proposedaccounting treatment specifed in clause 9 (Nine) of the Draft scheme of Arrangement betwien AparLubricants

- Limited (tormerly Apar chematek Lubtbants Limited) (Tnnsferoi company) and Airar

Industrios Limited (Transferee company) in terms of the provisions of section(s) eit t'o gsl otiheCompanies Act, 1956 / th-e Companies Ac't, 2013 with reference to its compliance with the applicableAccounting Standards notmed under the Companies Act, 1956/ Companies Act, 2013 and other qenerallvaccepted accounting pdnciples.

The responsibility for the preparation of the oraft Scheme and its compliance with the relevant laws andregulations, including the applicable Accounting Standards as aforesaid, is that of the Board of Directorsof the companies involved. Our responsibility is only to examine and report whether the Draft Schemecomplies with the applicable Accounting Standards and Other Generally Accepted Accounting principles.Nothing contained in this Certificate, nor anything said or done in the course of, or in conneciion with theservices that are subject to this Certificate, will extend any duty of care that we may have in our capacityof the statutory auditors of any iinancial statements of the Company. We canied dut our examinatjon iiraccordance with the Guidance Nole on Audit Reports and Certifcates for Special Pu.poses, issued by theInstitute of Chartered Accountants of lndia.

Based on our examination and according to the information and explanations given to us, we connrm thatthe.accounting treatrnent clntained in the aforesaid Scheme is in complianCe with Clause 24(i) of theListing Agreement and all the applicable Accounting Standards notified by the Central covemment under -the Companies Act, 1956/ Companies Act, 2013.

This Certificate is issued at the request of Apar Industries Limited pursuant to the requirements of Clause24(i) of the Listing Agreement for onward submission to the BSE Limited (BSE) and National stockExchange of India Limited (NSE). This Certificate should not be used for any other purpose without ourDrior written consent.

Ravindra Annexe, 194, churchgate Reclamation, Dinshaw vachha Road, Mumbai - 400 020, tndia.Tel' (22) 2204 7722123' 6633 8343 - 47 Fax (22) 6633 8352 E-mail : admin.mumbai@sharpandtannan.comFarook M. Kobla Shre€dhar T. Kuntc Milind p phadke Ramoath D, Karc Ashwin B. ChopmEdvin Augustinc Raghunath P. Acharya Fi.dosh D. Buchia Thirtharaj A, Iftot pavan K. Aggarwal

Also at pune. Associate Offces : Bangalore, Chennai, Goa & New Delhi

SHARP & TANNAN

:a;*1qrq-1"\Firm's Registration

PFtADXts'\- Partner

Membershio No.033013

A:110/MPPi858 5'n February, 2015

CERTIFICATE

TO WHOMSOEVER IT MAY CONCERN

We, the Statutory Auditors of Apar Industries Limited (the 'Company') having registered Office at 301,

Panorma Complex, R.C. Duft Road, Vadodara - 390 007 certify that the Net worth of the Company's Pre

and Post Scheme of Amalgamation (the'Scheme of .Arrangement') with its wholly-owned subsidiary Apar

Lubricants Limited (fornerty Apar Chematek Lubdcants Linited) as at 31" December, 2014 is as under:

Membershio No. 033013

Ravindra Annexe, 194, Churchgate Reclamation, Dinshaw Vachha Road, Mumbai - 400 020, India.Tel. (22) 2204 7722/23, 6633 8343 - 4'I Fax (22) 6633 8352 E-mail : adrnin.mumbai@sharpandtannan.com

SHARP & TANNANChartered Accountants

Shreedhaf T. KuDte Miliad P. Phadke R.rmnath D- KareThirtbar&j A. KhotRaghunath P. Acha.ya Firdosh D. Buchia

Fa.ook M. KoblaEdwin Augustine

Ashwin B. ChopraPavan IC Aggarwal

croreParticulars Pre-Scheme of

ArranqementPostScheme of

ArranqementPaid-up Share Capital 38.50 38.50Free Reserves- General Reserve 170.00 170.00- Surolus in the Statement of Profit and Loss 219.52 219.52

389.52 389.52Net worth 428.02 429.02

4-ige--Ufl-v-.\b',' ^ -:+*l' .nofir*ro '1 *

%;:,;'p

SHARP & TANNAN

Partnel

Also at Pune. Associate Offices : Bangalore, Chennai, Goa & New Delhi

APAR INDUSTRIES LTD.

eerrr.q*ifWegdAPAR HOUSE CORPORATE PARK

SION IROMBAY ROAD, CHEMBUR,

MUMBAI . 4OO 071, INDIiA

1 : l+9ll l22l2526 3400 / 6780 0400F . (+911l22l2524 6326E : co(porqle@qpqr.comud : wwwoporcom

B.

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OFsrHDIRECTORS OF APAR INDUSTRIES LIMITED AT ITS MEETING HELD ON

FEBRUARY, 2015 AT MUMBAI,

A. "RESOLVED THAT pursuant to provisions of Sections 391 to 394 and all otherapplicable provisions, if any, of the Companies Act, 1956 read with correspondingprovisions of the Companies Act, 2013 and related rules made there under andany statutory modifications/re-enactment thereof and subject to the consents /sanction of members, creditors, if required, relevant authorities, the BSE Limited(BSE) and the National Stock Exchange of India Limited (NSE), SEBI and theHon'ble High Court of Gujarat at Ahmedabad, the Board do hereby approve theamalgamation / merger with the Company of the entire undertaking on a goingconcern basis of Company's wholly owned subsidiary Apar Lubricants Limited(ALL) w.e.f. the Appointed date, 1"'January, 2015 on the terms and conditionsmentioned in the draft Scheme of Amalgamation between the Apar LubricantsLimited (ALL) (Transferor Company) and Apar Industries Limited (AlL) (TransfereeCompany) and their respective members / shareholders as placed before theMeeting, a copy of which is signed by the Chairman for the p'urpose ofidentification.

RESOLVED THAT in terms of the Circular No. CIR/CFD/D|U5/2013 datedFebruary 4, 2013 and subsequent Circular no. CIR/CFD/D\UB|2I13 dated May21,2013 issued by Securities and Exchange Board of India (SEBI), the Companydo give an undertaking duly certified by the Statutory Auditors M/s. Sharp &Tanaan, Chartered Accountants vide their certificate dated Sth February, 2015 thatthe provisions of Paragraph 5.16(a) of the SEBI Circular do not apply to theScheme of Amalgamation between Apar Lubricants Limited (ALL) (TransferorCompany) and Apar Industries Limited (AlL) (Transferee Company) and theirrespective members and creditors under Sections 391 to 394 and other applicableprovisions of the Companies Act, '1956 (the "Scheme") for the reasons set out inthe draft statement of undertaking as placed before the Meeting.

RESOLVED THAT the Company does hereby designate National Stock Exchangeof India Limited (NSE), as Designated Stock Exchange (DSE), for the purpose ofco-ordinating with SEBI.

D. RESOLVED THAT the report from the Audit Committee recommending the DraftScheme and Statement of Undertaking, certified by the Statutory Auditors of theCompany in terms of the Circular No. CIR/CFD/D1U512013 dated February 4, 2013and subsequent Circular No. CIR/CFD/DIUB|2I13 dated May 21,2013 issued bySecurities and Exchange Board of India (SEBI), as placed before the Board, beand is hereby accepted and approved.

c.

RBED, OfFICE : 3OI/306, PANORAMA COMruX. R. C, DU]I ROAD, VADODARA . 39OOo7. INDIA| : t+gll126512323175 | 2323176 I 2322798 . t i (+91x265) 2330309. E: oporborodo@oporcom. urt I

CIN : t9l | |oGJl989P1C012802

--,:'fi.n:i17

APAR,INDUSIRIES I-lD. CONTINUANON SHEET NO.

it2il

FURTHER RESOLVED THAT Shri Kushal N. Desai and shri c. N. Desai, Managing

Directors and shri H. N. Shah, authorised person and shri sanjaya Kunder, company

Secretary of the Company be and are hereby jointly and severally authorized to take all

the necessary actions and steps in this regard including appointing and authorising

Solicitors and Advocates and Professionals to act / represent on behalf of the company

and take all necessary steps as are required for implementation of the said Scheme in

all respects whatsoever and for obtaining requisite approvals, directions and orders

from the concerned authorities and the Hon'ble High court of Gujarat respectively.

FURTHER RESOLVED THAT Shri Kushal N. Desai and Shri C. N' Desai, Managing

Directors and Shri H. N. Shah, authorised person and Shri Sanjaya Kunder, Company

Secretary of the Company be and are hereby jointly and / or severally authorized toexecute and sign all the court papers, documents, writings, applications, petitions,

affidavits, representations, pleadings, etc. which are required to be signed, executed,delivered for carrying into effect the said Scheme of Amalgamation in all respects

whatsoever and / or for obtaining directions from the Hon'ble High Court of Gujarat forconvening and holding the Extra Ordinary General Meeting of Shareholders and ClassMeetings of Creditors of the Company or waiver for convening of the said meetings inlieu of written consents and to deliver Certified copy of the above resolutions to theconcerned parties or authorities.

FURTHER RESOLVED THAT directors / authorized persons of the Company be andare hereby authorized to accept any amendments / modifications in the Scheme ofAmalgamation as may be proposed or suggested by the members and / or creditors attheir meetings and / or by the Hon'ble High Court of Gujarat and / or by BSE Ltd. /National Stock Exchange of India Limited (NSE) or any other regulatory / statutoryauthorities and accordingly, they are empowered to add, alter, amend or delete any ofthe clauses in the Scheme of Amalgamation as and when required.

FURTHER RESOLVED THAT Shri Kushal N. Desai and Shri C. N. Desai, ManagingDirectors and Mr. Sanjaya Kunder, Company Secretary of the Company be and arehereby severally authorized to file / upload necessary forms with the Registrar ofCompanies / Ministry of Corporate Affairs (MCA), from time to time in this respect,under their Digital Signatures duly certified by any Practicing Company Secretary or aPracticing Chartered Accountant by putting his Digital Signature."

CERTIFIED TRUE COPYFOR APAR INDUSTRIES LIMITED

,1 t t':-'' ' '

'...'..,. ' , :

',.'./v ':,i:iI'.' ., .1.,,.' (SANJAYA KUNDER)COMPANY SECRETARY

Mumbai, 2nd March, 2015.

4 aa fitt(L ' 7 (y-<44..44

APAR LUBRICANTS LIMITED(Formerlv Apar ChemateK Lubricants Limited)' (ciN:u232ogcJ2oooPlcoB2221)

Regd. Office : 301, Panorama Complex, R. C. Dutt Road, Alkapuri'- Vadodara - 390 007'Phone : (0265) 2339906 Fax: (0265) 2330309

GERTIF|EDTRUEcoPYoFTHERESoLUT|oNPASSEDBYTHEBoARDoFolieCrons oF ApAR LUBRT6ANTS LIMITED(F9RMEELY APAR 6HEMATEK

ttieRtCANrS LIM1TED) AT lTs MEETING HEL| ON srH FEBRUARY, 2015 AT

MUMBAI.

"RESOLVED THAT pursuant to provisions of sections 391 to 394 and all other

"ppli""Uf" provisions,: if any, of the Companies Act, 1956 read with corresponding

firivisions of the Companies Act, 2013, and related rules made there under and any

lt"triory modifications / re-enactment thereof and subject to the consents / sanctions of

r"*U";", creditors, if required, relevant authorities and the Hon'ble High Court of

Gujarat ai Ahmedabad judicature, the Board does hereby approves the amalgamation /merger with Apar Industries Limited (AlL), being the Holding company, of the_entire

unOlrtat<ing on a going concern basis of the Company ({!L), being the Wholly-Owned

Subsidiary-of AlL, with effect from the Appointed date, 1" January, 2015 on the terms

and conditions mentioned in the draft Scheme of Amalgamation between the ALL

(Iransferor company) and Apar Industries Limiled (Transferee ctnnpany)- and their

iespective members / shareholders as placed before the Meeting, a copy of which is

signed by the Chairman for the purpose of identification.

FURTHER RESOLVED THAT ShTi KUShAI N. DCSA|, ShTi C. N. DCSA|, DT. N. D. DCSA|

and shri H. N. Shah, Directors of the company and shri sanjaya Kunder, Authorised

Persor'1 of the Company, be and are hereby jointly and/or severally authorized to take all

the necessary actions'and steps in this regard including appointing and authorising

Solicitors andAdvocates and Professionals to act / represent on behalf of the Company

and to appear defore the appropriate authorities and take all necessary steps as are

required-for implementation of the said Scheme in all respects whatsoever and for

obiaining requisite approvals, directions and orders from the concerned authorities and

the Honble High Court of Gujarat at Ahmedabad judicature, respectively."

CERTIFIED TRUE COPYFOR APAR LUBRICANTS LIMITED

|-t' xt .5L<rz.,Pq{a-,/ \Ozi lr<i ;irs,\ /:lt(>-d'"),

Mumbai, 2"d March, 2015.

(DTRECTOR)

G@RPORAIE OFFTCE r__

@t APAR INDUSTRIES LTD.

APAR HOUSE, CORPORATE PARK,

SION IROMBAY ROAD. CHEMBURMUMEA| - 400 07t. tNDtAI : (+9 t) (2212526 3400 / 6780 0400F | (+91) 122) 2524 6326[ : corpofote@opq.comun : www.oootcom

sEct0203t2015

The General ManagerDepartment of Corporate ServicesNational Stock Exchange of lndia LimitedListing Department"Exchange Plaza",Bandra - Kurla Complex,Bandra (East),Mumbai - 400 051.

Dear Sir.

2nd March,2015

Scrip Code : APARINDSlslN - lNE372A010t5

Sub. : Confirmation Letter

Re. : Approval under Clause 24(0 of the Listing Agreement : Scheme of Amalgamationof Apar Lubricants Limited (ALL) with Apar Industries Limited (AlL) underSections 391 to 394 of the Companies Act, 1956,

In connection with the above application, we hereby submit :-

a. Statement of Undertaking of the Company and Certificate on Statement ofUndertaking of Statutory Auditors of the Company in accordance with Clause24(g) oI Listing Agreement i.e. Scheme of Amalgamation / Arrangement to bepresented to any Court or Tribunal does not in any way violate, ovenide orcircumscribe the provisions of securities laws or the Stock Exchangerequirements.

b. Undertaking that the Company is in Compliance with Clause 49 of the ListingAgreement.

c. Rational behind the Scheme of Amalgamation / Arrangement is to :

a. reduce overheads, cost etc.,b. avoid duplication of functions and achieve administrative convenience, andc. achieve increase in shareholders' value,

it is proposed to amalgamate Apar Lubricants Limited, which is Wholly-ownedSubsidiary, with Apar Industries Limited - Holding Compaqy;:w'9.f. 1"'January,2015. -

^:, .i

REGD. Off,CG : 30l/306, PAI.|ORATUA COMPLEX, R. C. DUII ROAD, VADOOARA -iOrOOZ. lqnl:(+9ll(265)23231751232311612322198.F:(+91)(26512330309.Eropor.bqodo@oporcoiiirirrt:wwwoporcom

CIN : t9l I I 0G!,1 989Pt-COl 2E02

APAR,INDUSIRIES tID. CONIINUATION SHEET NO.

d.

i:2ir

Brief details about the business of the Gompanies :

Aoar lndustries Limited - Transferee Gompanv :

Manufacturer of Transformer oils, special Grade Pharmaceutical oils,

Automotive Lubricants / Oils and Other Speciality Oils, MCC, AAAC and ACSR

conductors, Aluminum Rods (suitable for further manufacture of MC, ACSR and

AAAC), Electrical and Telecommunication Cables etc.

Apar Lubricants Limited - Transferor Companv :

Marketing and distribution of a full line of Automotive Lubricants / oils and as

selected lpecialized line of industrial lubricants / oils of petrochemical nature etc.

,r,"i:&, fu/ ;',ji''rJ----r"l;i.'-.1:.'t+-.rjt-

FOR APAR INDUSTRIES LIMITEO

lY)--ae'lsANJAYa KUNDER)

COMPANY SECRETARY

APAR INDUSTRIES LTD.

fi rI t/etu)fr t - le( 4,. 'ffi#tHfJ;HEffin:1*1SION IROMBAY ROAD, CHEMBI'R

MUMSAI - 400 071. INDIA

T : (+9t) (22) 2526 3400/ 6780 0400t I l+9ll 12212524 6326€ : corpolqte@opor.comutl : vvww.qpotco{n

StatementofUndertakingintermsofparagraphs.ls(b)oftheSecuritiesandExchange Board of lndia circular No. CIR/CFD/D1U5,2013 dated February 4' 2013' as

amended vide subsequent Gircular No. clR/cFD/DllJ&t2O13 dated May 2'1, 2013

(together, the "SEBI Circula/').

we, Apar Industries Limited, in accordance with Paragraph 5.16(b) of the sEBl circular,

hereby declare and undertake that the provisions of Paragraph 5.16(a) of the sEBl circular

do not apply to the scheme of Amalgamation amongst Apar Industries Limited ('AlL')' Apar

Lubricants Limited (?Lf) and their Shareholders and Creditors under Sections 391 to 394

and other applicable provisions of the companies Act, 1956 (as amended to date) (the

'scheme') for the reasons set out below :

1. Paragraph 5.16(a) of the sEBl circular, as amended vide subsequent circular no.

clR/cFD/Dlu8/2013 dated May 21,2013, requires listed companies to ensure that

a scheme submitted for sanction by the Hon'ble High court provides for voting by

public shareholders through Postal Ballot and E-voting in the following cases:

(i) where additional shares have been allotted to Promoter/Promoter Group,

Related Partbs of Promoter/Promoter Group, Associates of Promoter/

Promoter Group, Subsidiary/(s) of Promoter/Promoter Group ('Specified

PartY') of the listed ComPanY or ;

(iD where the Scheme of Anangement involves the listed Company and 'any

other entity involving a Specified Party.

(iii) where the parent listed Company, has acquired the equity shares of the

subsidiary by paying consideration in cash or in kind in the past to any of the

shareholders of the subsidiary who may be a Specified Party of the parent

Listed Company, and if that Subsidiary is being tuts%Company under the Scheme.

RBGD. OFHCT : 301/306. PANORA IA COMPIIX, R. C. DUIT ROAD' VADo0ARA -

I : (+91) (265) 23231 75 I 232317 6 I 2322798 . F : (+91)(265) 2330309. E :

CIN : L9l I l oGJl 989PLC0I 2E02

APAN,NDUSMES LTD. CONNNUAIION SHEET NO.

ln relation to the above, please note the following :

no Shares are being allotted to a Specified Party in terms of the Scheme;

the Scheme involves AIL and its 100% subsidiary being ALL' it does not

involve any Specified Party; and

ALL was incorporated on September 14, 2006' lmmediately after

incorporation, in November 2006, AIL had acquired total 50,100 number of

equitysharesofALLatpar,consistingof0-75o/o(lessthanl%)ofits'present

paid up capital of ALL from the following persons who were the subscribers to

the Memorandum and Articles of Association of ALL.

Name of the Persons Numbers ofshares purchasedhaving face valueof Rs. 10/- each

Considerationpaid per share

i,e, at facevalue

% to thepresent paidup capital of

ALL

Dr. Narendra D. Desai 16,700 Rs. 101 0.250/o

Kushal N. Desai 16,700 Rs. 101 0.250/o

Chaitanya N. Desai 16,700 Rs. 101 0.25o/o

Total 50,100 0.75%

Above persons are falling part of the Promoters group of AlL.

As such all the shares of Transferor Company held by the Transferee

Company shall stand cancelled upon amalgamation and lhere shall not be

any change in the post shareholding pattern of the Transferee Company

consequent to amalgamation.

Accordingly, we hereby ceilify that Apar Industries Limited is not required to comply

with the provisions of Paragraph 5.16(a) of the SEBI Circular.

(i)

(ii)

(iii)

3.

(Sanjaya Kunder)

Mumbai, 5s February, 2015

CKSHARP & TANNAN 4uemote "J6Ce)

Chartered Accountants

A:110/MPP/859 5' February, 2015

Certificate on Statement of Undertakinq

statement of Undertaking in terms of Paragraph 5.16(b) of the securities and Exchange Board of

tndia Circular No. CIR/CFD/DIU5/2013 dated 4th February, 2013, as amended vide subsequent

Circular No CIR/CFD/DtU8/2013 dated 21" May, 20'13 (together, the 'SEBI Circular')

we, the statutory Auditors of the Apar Industries Limited (the 'company'), certify the undertaking given

by the company that the provisions of ParagraPh 5.16(a) of the sEBl circular do not apPly to the

scheme of Amalgamation amongst Apar Industries Limited (AlL'), Apar Lubricants Limited ('ALL')

(formefly Apar Chematek Lubicants LLmded) and thek Shareholders and Creditors under Sections 391 t0

394 and other applicable provisions of the Companies Aci, 1956 (as amended to date) (the 'Scheme') for

the reasons set out below :

l. Paragraph 5.16(a) of the sEBl circular, as amended vide subsequent circular No.

CIF/CFD/D1U8/2013 dated 21d May, 2013, requires listed companies to ensure lhat a Scheme

submitted for sanction by the High court provides for voting by public shareholders through

Postal Ballot and E-voting in the following cases:

where additional shares have been allotted to Promoter / Promoter Group, Related

Parties of Promoter / Promotef Group, Associaies of Promoter / Promoter Group,

Subsidiary / (s) of Promoter / Promoter Group ('Specified Party') of the listed company or;

where the Scheme of Ar.ang"meit involves the listed company and any other entity

involving a Spedfted Party.

where the parent listed company, has acquired the equity shares of the subsidiary by

paying consideration in cash or in kind in the past to any of the shareholders of the

subsidiary who may be a Specified Party of the parent listed company, and if that

subsidiary is being merged with the parenl listed company underthe Scheme.

''','2

Ravindra Annexe, 194, Churchgate Reclamation, Dinshaw Vachha Road, Mumbai - 400 020, lndia'

Tel. (22) 2204 7722123,6633 8343 - 47 Fax (22) 6633 8352 E-mail : admin.mumbai@shatpandtannan.comFarook M. Kobla shreedha! T. Kunte Mitind P. Phadke Ramnath D. Kare Asbwin B. choFa

Edwin Augustine Raghunath P Acharya Firdosh D. Buchia Thirth.raj A. Khot Pavan K Aggarwal

Also at Pune. Associate Ofices : Bangalore, Chgnnai, Goa & New Delhi

(D

(iD

(iiD

LETTER. NO:

SHAI(Td. IANNAI\SHEET NO:-

tiz:i

2. In relation to the above, please note the following:

no Shares are being allotted to a Specitied Party in terms of the Scheme;

the Scheme involves AIL and its 100% subsidiary being ALL, il does nol involve any

Specilied Party; and

ALL was incorporated on 14h September, 2006. lmmediately afrer incorporation, in

November, 2006, AIL had acquired total 50'100 number of equity shares of ALL at par

only, consisting of 0.75 % (less than 1%) of its' present paid up capilal of ALL from the

following persons who were the subscribers to the Memorandum and Articles of

Association ofALL.

Name of the Person Numbers of shares

purchased having

face value of ? loeach

Consideration paid

per share, i.e at par

only (face value)

Yo to the present

paid up capital of

ALL

Dr Narendra D Desai 16,700 ( 10 0.25%

Kushal N Desai 16,700 T 10 0.25%

Chaitianya N Desai 16,700 T 10 0.25o/o

Total 50,100 0.75%

Above persons are falling part ofthe promoters group ofAlL.

As such, all the shares of Transferor Company held by the Transferee company shall

stand cancelled upon amalgamation and there shall not be any change in the post

shareholding pattern of the Transferee Company consequent to amalgamation'

Accordingly, we hereby certify that Apar lndustries Limited is not required to comply with the

provisions of Paragraph 5.16(a) of the SEBI Circular.

SHARP & TANNAN

Charlered Accountants

Firm's Registration,No. f1 0PgE2W

D P. PHADKEPartner

(D

(ii)

(iiD

3.

f;yri ur3-1

MembershiD No.033013

APAR INDUSTflES tlD.

f1 N Ntr u R0 4Io (6 )coNItNUAlIoNS|'|EEINo'-----**<

APAR INDUSTRIES LTD.(TRANSFEREE COMPANY)

(ClN : L91110GJ1989PLc012802)

Name of the ComPanY :

Quarter Ending on :

Scrip Code :

Apar lndustries

31"t December,

BSE :532259

Limited

2014

NSE : APARINDS

Particulars ClauEe ofListing

Agreement

ComplianceStatus

(Yes , No)

Remarko

ll. Board of Directors 4e ([)

(A) Composition of Board 49 0rA) Yes

(B) Independent Directors 49 0rB) Yes

(C) Non-executive Directors' compensation& disclosures

4e (ilc) Yes

O) Other provisions as to Board andCommlttees

4s (ilD) Yes

(E) Code of Conduct 4e (ilE) Yes CEO'S declaration forcompliance of Codeof Conduct by BoardMembers & Sr.ManagementPersonnel weremade in AnnualReport 201314 & willalso be complied inthe next AnnualReport of 20 1 41 5

(F) Vvhistle Blower Policy 4e (ilF) Yes

lll. Audit Committee 4e (il|)

(A) Qualified & Independent AuditCommittee

49 (ilA) Yes

(B) Meeting of Audit Committee 49 (ilrB) Yes

(C) Powers of Audit Committee 49 (ilrC) Yes

(D) Role of Audit Committee 49 (ilrD) Yes

(E) Review of information by AuditCommiftee

4e (ilrE) Yes

lV. Nomination and RemunerationCommittee

49 (rv) Yes ri\-.--.'i; \

'-i -

/ll ' 1 ',

/Y.-r- . - .::'.:f'tl

'- -'.j'

APARINDUSIN'ES LTD. CONTINT'AIION SHEEI NO,

V. Subs'rUiary comPanies 4e (v) Yes

VIEGI litanagement 49 (vD Yes

TttfFElateA Party Transactions 49 (vil) Yes

Vlll. Disclosures 49 (v[D

1n1 netateO partY transactions 49 (Vilr A) Yes There are no materialrelated partytransactions.

fe; Disclosure of Accounting Treatment 49 (Vilr B) Yes Required disclosureswere made in theAnnual Report of2013-14 & will alsobe complied in thene)d Annual Report of2014-15.

CtRemuneEtion of Directors 49 (Vllr c) Yes

(D) Management 49 (Vilr D) Yes

(E) Shareholders 49 (Vilr E) Yes

1F) Proceeds from public issues, rightsissue, preferential issues etc.

49 (vril r) N.A.

X. ceOlCfO Certification 49 (rx) Yes

X, Report on Corporate Governance 4s (x) Yes Required disclosureswere made in theAnnual Report of2013-14 & will alsobe complied in thenext Annual Report of2014-15.

Xl. Compliance 49 (xD Yes Required disclosureswere made in theAnnual Report of2013-14 & will alsobe complied in thenext Annual Report of2014-15.

Note:(t) Company has issued and atlofted 23,729 equity shares ot Rs. l0/- each tully pald to its 39 Employees and Directorar;der ESOP- 2007 8nd the sald shaFs were admitted for dealing at bolh the Stock Exchanges w.e.f. October 16, 2014.

(2) Company has issued and allotGd 1,196 oquity shares of Rs. l0/- each fully pald to its 5 Employees under ESOP - 2007

and tho said sha|.s rrrre admltted for dealing at both the Stock Exchanges w.e.f. November 17 '2014'

FOR APAR INDUSTR]ES LTD.

SANJAYA KUNDER(COMPANY SECRETARY)

Mumbai,2d March, 2015

APAR,INDUSMES LTD. COMINUAION SHEET NO,

NAME & DESIGNATION OF THE CONTACT PERSON

FOR APAR INDUSTRIES LIMITED

(SANJAYA KUNDER)COMPANY SECRETARY

Name Mr. Sanjaya Kunder

Designation Company Secretary

Telephone No. (Landline) (022) -2526U27

Telephone No. (Mobile) +919819056902

Email lD sr.kunder@apar.com

*aWLe:l**APAR INDUSTRIES LTD.

APAR I{016€. CORPORATE PARI(slON lROilEAY ROAD, CllCi,lBl,R,Mt il8 l - im 071. t\DtAT : (+91) (24 2526 3400 / 6780 o,l0(!F : (+91) (221 2524 6326 '

E : cofpo|qla@Qorc!ft|un : www.ctpot com

compliance report with the requirements specified in Part-A of the circularCIR/CFD/DIU5/2013 dated February 4,2013 read with circular no. CIF/GFD/D1U812013

dated May 21,2013.

Sub: Application under Clause 24(f) of the listing agreement for the proposedscheme of Amalgamation between Apar Lubricants Limited and Aparlndustries Limited

In connection with the above application, we hereby confirm that we satisfy all theconditions as stipulated in the aforesaid SEBI circular, as given hereunder:

Sr.No.

Requirements as per GIR/GFDIDIUSI2013dated February 4,2013 read with circularno. CfR/CFD/D1U812013 dated May 2'1,

2013

Whether Gomplied or not &How

1. Listed companies shall choose one of thestock exchanges having nation-wide tradingterminals as the designated stock exchange(DSE) for the purpose of coordinating withSEBI.

Yes. National Stock Exchange ofIndia Limited (NSE) is DSE forthe purpose of coordinating withSEBI.

Compliance as per Part A, Annexure I to the Circular

2. Documents to be submitted:

2.a Draft Scheme of arrangemenVamalgamation/ merger/ reconstruction/reduction of capital, etc.

Yes. Draft Scheme ofAmalgamation is enclosed.

2.b Valuation Report from IndependentChartered Accountant

Yes. Enclosed Certificate ofStatutory Auditors.

2.c Report from the Audit Committeerecommending the Draft Scheme

Yes. Enclosed.

2.d Fairness opinion by merchant banker Yes. Enclosed.

2.e Pre and post amalgamation shareholdingpattern of unlisted company

Yes. Enclosed ShareholdingPattern of both the Companies.

2.t Audited financials of last 3 years (financialsnot being more than 6 months old) of unlistedcompany;

Yes. Enclosed for both theComoanies.

2.9 Compliance with Clause 49 of ListingAgreement

Yes. Enclosed.

2.h Complaints Report Will be submitted within 7 daysfrom the date of filing of DraftScheme with the NSE Ltd.

]r',;..::;.',;.1.

.i,,' ' /' , - ' 4iir,r,,t

REGD. OfFCE : 301/306. PANORAMA COMpt-Ex. R. C. DUrr ROAD, VADODARA - 39OOO7_ tND!{r: (+91) (265) 2323l7512323176t2322798. t: (+9tX26S) 2330309. E: qpor.borodq@opqrcom. urt :,

CIN : t9l I loGJ l989PlC0l 2802

.':lj I

eh.k,)_,i -"r

APAR,INDUSTRIES LID. CONTINUATION SHEET NO.

."r"

a The equity shares sought to be listed are

proposed to be allotted by the unlisted lssuer(transferee entity) to the holders of securitiesof a listed entity (transferor entity) pursuant toa scheme of reconstruction or amalgamation(Scheme) sanctioned by a High Court underSection 391-394 of the Companies Act, '1 956.

Not Applicable : No new equitY

shares shall be issued to theshareholders of the TransferorCompany (unlisted entitY)pursuant to the Scheme.

4. At least 25o/o ot the post scheme paid up

share capital of the transferee entity shallcomprise of shares allotted to the publicholders in the transferor enlity.

Not Applicable : No new equitYshares shall be issued lo theshareholders of the TransferorCompany pursuant to theScheme.

5. The transferee entity will not issue/reissueany shares, not covered under the Draftscheme.

Not Applicable : No new equitYshares shall be issued to theshareholders of the TransferorCompany pursuant to theScheme.

o. As on date of application there are nooutstanding warrants/ instruments/agreements which give right to any person totake the equity shares in the transferee entityat any future date. lf there are suchinstruments stipulated in the Draft scheme,the percentage referred to in point (4) above,shall be computed after giving effect to theconsequent increase of capital on account ofcompulsory conversions outstanding as wellas on the assumption that the optionsoutstanding, if any, to subscribe for additionalcapital will be exercised.

Not Applicable : No new equityshares / warrants / instrumentsshall be issued to theshareholders of the TransferorCompany pursuant to theScheme.

7. The shares of the hansferee entity issued inlieu of the locked-in shares of the transferorentity are subjected to the lock-in for theremaining period.

Not Applicable.

For Apar lndustries Limited

Sanjaya Kunder)

Mumbai, 2nd March, 2015.