list of documents - bagrry's...1 bagrrys india ltd [cin: u 15497 hp 1986 plc 006447] registered...

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Bagrrys India Ltd [CIN: U 15497 HP 1986 PLC 006447]

Registered Office: Plot No. 28 and 41, HIMUDA Industrial Area, Bhatoli Kalan, Baddi-173 205, District Solan, Himachal Pradesh

Phone No. - 011-46000520E-mail ID: [email protected]

Web-site: www.bagrrys.com

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

Day Saturday

Date 24th June, 2017

Time 11.30 A.M.

Venue Hotel Royal Park, Baddi, Pinjore-Nalagarh Highway, NH 21-A, Bhud, Baddi-173 205, District Solan, Himachal Pradesh

List of Documents

Sl. No. Contents

1 Notice of Meeting of Shareholders of Bagrrys India Ltd

2 Instruction Slip for the purpose of e-voting facility.

3 Proxy Form

4 Attendance Slip

5 Explanatory Statement under sections 230 & 232 of the Companies Act, 2013 and the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016, and other applicable provisions, if any

6 Copy of the Report on Valuation of Shares & Share Exchange Ratio of M/s Khandelia & Sharma, Chartered Accountants

7 A copy each of the un-audited Financial Statements (provisional) of the Transferor Companies No. 1 & 2, the Resulting Company and the Transferee Company for 9 months period ended 31st December, 2016

8 Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd, under sections 230, 232 & 66 of the Companies Act, 2013

Through

Sd/- Rajeev K Goel, Advocate For Rajeev Goel & Associates Counsel for the Applicants 785, Pocket-E, Mayur Vihar II NH-24, Delhi 110 091 Mobile: 93124 09354 e-mail: [email protected]: New DelhiDate: 6th May, 2017

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

CHANDIGARH BENCH, CHANDIGARH

(ORIGINAL JURISDICTION)

COMPANY APPLICATION NO. CA (CAA) NO. 6/Chd/HP OF 2017

IN THE MATTER OF THE COMPANIES ACT, 2013 (18 OF 2013)

SECTIONS 230, 232 & 66

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT

AND

IN THE MATTER OF

BAGRRYS FINANCE PVT LTD APPLICANT/ TRANSFEROR COMPANY NO. 1

KANAK GLOBAL SECURITIES PVT LTDAPPLICANT/TRANSFEROR COMPANY NO. 2

OASIS SECURITIES PVT LTDAPPLICANT/RESULTING COMPANY

AND

BAGRRYS INDIA LTDAPPLICANT/TRANSFEREE COMPANY

NOTICE CONVENING MEETINGToThe Shareholders ofBagrrys India Ltd

Take Notice that by the Order dated 28th April, 2017, the Hon’ble National Company Law Tribunal, Chandigarh Bench has, inter alia, directed for convening of a meeting of Shareholders of Bagrrys India Ltd for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd. In the said meeting the following Special Business will be transacted:

To consider and, if thought fit, to pass, with or without modification(s), the following resolution with specific majority as provided under sections 230 & 232 of the Companies Act, 2013, and other applicable provisions, if any:

“Resolved that pursuant to the provisions of sections 230, 232 & 66 of the Companies Act, 2013, the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016, the National Company Law Tribunal Rules, 2016, and other applicable provisions, if any, and subject to the approval of the Hon’ble National Company Law Tribunal and other competent authorities, if any, the pro-posed (a) De-merger of Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd) of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd into Oasis Securities Pvt Ltd; (b) Amalgamation of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (with residual business consisting of strategic investments in Bagrrys India Ltd) with Bagrrys India Ltd; (c) De-merger of Investment Business of Bagrrys India Ltd into Oasis Securities Pvt Ltd; and (d) Re-organisation of Share Capital of Bagrrys India Ltd, be and are hereby approved.

Resolved further that the salient features/terms and conditions of the aforesaid de-merger, amalgamation and re-organisation of capital, etc., as set out in the draft Scheme of Arrangement placed before the meeting, which, inter-alia, include the following:

i. All assets and liabilities including Income Tax and all other statutory liabilities, if any, of respective Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd) (Demerged Business 1 & 2, respectively) of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (the Transferor Companies No. 1 & 2, respectively) will be transferred to and vest in Oasis Securities Pvt Ltd (the Resulting Company), on de-merger.

ii. All assets and liabilities including Income Tax and all other statutory liabilities, if any, of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (with residual business consisting of strategic investments in Bagrrys India Ltd) will be transferred to and vest in Bagrrys India Ltd (the Transferee Company), on amalgamation.

iii. All assets and liabilities including Income Tax and all other statutory liabilities, if any, of Investment Business of Bagrrys India Ltd (Demerged Business 3) will be transferred to and vest in Oasis Securities Pvt Ltd, on de-merger.

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iv. All the employees of the Transferor Companies No. 1 & 2 and the Transferee Company, in relation to the Demerged Busi-ness-1, 2 & 3, respectively, in service on the Effective Date, if any, shall become the employees of the Resulting Company on and from such date without any break or interruption in service and upon terms and conditions not less favorable than those subsisting in the concerned Transferor Company or Transferee Company on the said date.

v. All the employees of the Transferor Companies No. 1 & 2 (with respect to their Residual Business), in service on the Effective Date, if any, shall become the employees of the Transferee Company on and from such date without any break or interruption in service and upon terms and conditions not less favorable than those subsisting in the concerned Transferor Company on the said date.

vi. Appointed Date for De-merger of Demerged Business 1 & 2 of the Transferor Companies No. 1 & 2 into the Resulting Com-pany; and Amalgamation of the Transferor Companies No. 1 & 2 (with residual business) with the Transferee Company (Appointed Date-1), will be 1st April, 2017, or such other date as the Hon’ble National Company Law Tribunal may approve.

vii. Appointed Date for De-merger of Demerged Business 3 of the Transferee Company into the Resulting Company (Appointed Date-2), will be 1st May, 2017, or such other date as the Hon’ble National Company Law Tribunal may approve.

viii. Share Exchange Ratio for the proposed De-merger of Demerged Business 1 & 2 of the Transferor Companies No. 1 & 2 into the Resulting Company will be:a. The Resulting Company will issue 1 (one) 8% non-cumulative compulsorily redeemable Preference Shares of `10

each at a premium of `12 (Rupees twelve) per share, credited as fully paid up, for every 1 (one) Equity Share of `10 each held in the Transferor Company No. 1.

b. The Resulting Company will issue 1 (one) 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `14 (Rupees fourteen) per share, credited as fully paid up, for every 1 (one) Equity Share of `10 each held in the Transferor Company No. 2.

ix. Share Exchange Ratio for the proposed Amalgamation of the Transferor Companies No. 1 & 2 (with residual business) with the Transferee Company will be:a. The Transferee Company will issue 10,06,600 (ten lakh six thousand six hundred) Equity Shares of `10 each, credited

as fully paid up, to the Shareholders of the Transferor Company No. 1 in proportion to their shareholding in the Trans-feror Company No. 1.

b. The Transferee Company will issue 3,34,000 (three lakh thirty four thousand) Equity Shares of `10 each, credited as fully paid up, to the Shareholders of the Transferor Company No. 2 in proportion to their shareholding in the Transferor Company No. 2.

x. Share Exchange Ratio for the proposed De-merger of Demerged Business 3 of the Transferee Company into the Resulting Company will be:a. The Resulting Company-Oasis Securities Pvt Ltd will issue 1 (one) 8% non-cumulative compulsorily redeemable Pref-

erence Shares of `10 each at a premium of ` 247 (Rupees two hundred forty seven) per share, credited as fully paid up, for every 1 (one) Equity Share of `10 each held in the Transferee Company-Bagrrys India Ltd.

b. Further, to give effect to the de-merger in its books of accounts, the Transferee Company-Bagrrys India Ltd will reduce, on a proportionate basis, its issued, subscribed and paid up equity share capital to 25% by extinguishing 75% of its issued, subscribed and paid up equity share capital.

xi. Re-organisation of part Share Capital of Bagrrys India Ltd by cancelling the Equity Shares held by all non-promoter/outside shareholders and to issue 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `114 (one hundred fourteen) per share.

be and are hereby approved in specific.

Resolved further that subject to the approval of the Hon’ble National Company Law Tribunal and other competent authorities, if any, the draft Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd, as placed in the meeting, be and is hereby approved.

Resolved further that the Board of Directors of the Company be and is hereby authorized to agree to such conditions or modifi-cations (including the Share Exchange Ratio and the Appointed Date) that may be imposed, required or suggested by the Hon’ble National Company Law Tribunal or any other authorities or that may otherwise be deemed fit or proper by the Board and to do all other acts, deeds or things which may be ancillary or incidental to the above mentioned matter or which may otherwise be required for the aforesaid Scheme of Arrangement.”

Take Further Notice that in pursuance of the said order, a meeting of Shareholders of Bagrrys India Ltd will be held on Saturday, 24th June, 2017, at 11.30 a.m. at Hotel Royal Park, Baddi, Pinjore-Nalagarh Highway, NH 21-A, Bhud, Baddi-173 205, District Solan, Himachal Pradesh, when you are requested to attend.

Take Further Notice that you may attend and vote at the said meeting in person or by proxy, provided that a proxy in the prescribed form, duly signed by you, is deposited at the registered office of the Company as mentioned above not later than 48 hours before the meeting.

Facility of e-voting is also available to the Shareholders. Accordingly, Shareholders can vote through electronic means instead of voting in the Shareholders’ meeting.

The Hon’ble Tribunal has appointed Hon’ble Mr Justice (Retired) R.S. Madan, as the Chairperson and failing him Mr Vaibhav Sahni, Advocate, as the Alternate Chairperson; and Mr Manish Aggarwal, Company Secretary in practice, as the Scrutinizer, of the afore-said meeting.

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A copy each of the Explanatory Statement [under sections 230 & 232 of the Companies Act, 2013 and the Companies (Compromis-es, Arrangement and Amalgamation) Rules, 2016, and other applicable provisions, if any], the proposed Scheme of Arrangement, Form of Proxy, Attendance Slip, Instruction Slip for e-voting and other documents, if any, are enclosed.

The proposed Scheme of Arrangement, if approved by the respective meetings, will be subject to the subsequent approval of the Hon’ble National Company Law Tribunal.

Dated this 6th day of May, 2017

For and on behalf of the Board of DirectorsFor Bagrrys India Ltd

Sd/-Sushil Kumar Chetani

Whole time DirectorDIN: 00217325

Through

Sd/-Rajeev K Goel, Advocate

For Rajeev Goel & AssociatesCounsel for the Applicants

785, Pocket-E, Mayur Vihar IINH-24, Delhi 110 091Mobile: 93124 09354

e-mail: [email protected]:

1. Only Shareholders of the Company may attend and vote (either in person or by proxy or by authorised representative as per Section 113 of the Companies Act, 2013) at the meeting of Shareholders. The authorised representative of a body corporate which is a Shareholders of the Applicant Company may attend and vote at the Shareholders’ meeting, provided a certified true copy of the resolution of the Board of Directors or other governing body of the body corporate is deposited at the registered office of the Company not later than 48 hours before the scheduled time of the commencement of the meeting authorising such representative to attend and vote at the meeting.

2. A Shareholders of the Company, entitled to attend and vote at the meeting, is entitled to appoint a proxy to attend and vote instead of himself and such proxy need not be a member/creditor of the Applicant Company. The Form of Proxy duly com-pleted and signed should, however, be deposited at the Registered Office of the Company not later than 48 hours before the commencement of the Meeting.

3. All the alterations, made in the Proxy Form, must be initialed.

4. Facility of e-voting is also available to the Shareholders. Accordingly, Shareholders can vote through electronic means instead of voting at the Shareholders’ meeting. An instruction slip for e-voting is enclosed herewith.

5. All the persons attending the meeting are requested to hand over the enclosed Attendance Slip, duly signed, for admission to the meeting hall.

6. All the persons attending the meeting are advised to bring original photo identity proof for verification.

7. Notice of the meeting, Explanatory Statement, Proxy Form, Attendance Slip and other documents are also being placed on the website of the Transferee Company: www.bagrrys.com.

Encl.: As above

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Affix Re. 1.00

Revenue Stamp






SECTIONS 230, 232 & 66

AND


AND

IN THE MATTER OFBAGRRYS FINANCE PVT LTD

APPLICANT/ TRANSFEROR COMPANY NO. 1KANAK GLOBAL SECURITIES PVT LTD

APPLICANT/TRANSFEROR COMPANY NO. 2OASIS SECURITIES PVT LTD

APPLICANT/RESULTING COMPANYAND


FORM OF PROXY

I/We, the undersigned Shareholders of Bagrrys India Ltd, hereby appoint Mr/Ms ___________________ of _____________________

and failing him/her, Mr/Ms ___________________ of ____________________ as my/our proxy to act for me/us at the meeting of

Shareholders of Bagrrys India Ltd to be held on Saturday, 24th June, 2017, at 11.30 a.m. at Hotel Royal Park, Baddi, Pin-jore-Nalagarh Highway, NH 21-A, Bhud, Baddi-173 205, District Solan, Himachal Pradesh, for the purpose of considering and, if

thought fit, approving, with or without modification, the proposed Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global

Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd, and at such meeting and at any adjournment thereof, to vote, for

me/us and in my/our name ________________ the said Scheme either with or without modification as my/our Proxy may approve.

# If you want to vote in favour of the Scheme put “FOR” and in case you intend to vote against the Scheme put “AGAINST” and in

the latter case, strike out all the words after the words “the said Scheme”.

Dated this _______ day of ____________, 2017

Name: ________________________

Address: ______________________

______________________________

______________________________

Notes:

1. Please affix revenue stamp and sign across the stamp.

2. The Proxy must be deposited at the registered office of the Company not later than 48 hours before the time fixed for con-vening the meeting.


4. Proxy need not be a member/creditor of the Applicant Company.

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E-mail ID: [email protected]: www.bagrrys.com

ATTENDANCE SLIP

Ref. No.

Name of Shareholder

Name of Proxy/ Authorized Rep., if anyI hereby record my presence at the meeting of the Shareholders of Bagrrys India Ltd being held on Saturday, 24th June,

2017, at 11.30 a.m. at Hotel Royal Park, Baddi, Pinjore-Nalagarh Highway, NH 21-A, Bhud, Baddi-173 205, District Solan, Him-

achal Pradesh, under the supervision of the National Company Law Tribunal, Chandigarh Bench for the purpose of considering

and, if thought fit, approving, with or without modification, the Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global

Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd and other connected matters, if any.

Signature

Bagrrys India Limited [CIN: U 15497 HP 1986 PLC 006447]

Registered Office: Plot No. 28 and 41, HIMUDA Industrial Area, Bhatoli Kalan, Baddi-173 205, District Solan, Himachal Pradesh, Telephone No. 011- 46 000 520

E-mail ID: [email protected], Web-site: www.bagrrys.com

Dear Shareholder(s)

INSTRUCTIONS REGARDING VOTING THROUGH ELECTRONIC MEANS As mentioned in the notice of the meeting of the Shareholders of Bagrrys India Limited (‘the Company’), scheduled to be held on Saturday, the 24th day of June, 2017 at 11:30 a.m., under the supervision of Hon’ble National Company Law Tribunal, Chandigarh Bench, Chandigarh to consider and if thought fit to approve, with or without modifications the Scheme of Arrangement of Bagrrys Finance Private Limited, Kanak Global Securities Private Limited, Oasis Securities Private Limited and Bagrrys India Limited, the Company is also extending the facility for voting through electronic means to all the eligible shareholders. The Company has engaged the services of Central Depository Services (India) Limited (CDSL) as the agency to provide e-voting facilities. The e-voting instructions are provided separately in the instruction slip for easy understanding of the shareholders. The remote e-voting period begins on Tuesday, the 20th day of June, 2017 at 09:00 a.m. and ends on Friday, 23thday of June, 2016 at 05:00 p.m. Members may cast their votes accordingly. The remote e-voting shall not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled by CDSL upon expiry of aforesaid period. A shareholder whose name is recorded in the Register of Members as maintained by the Registrar and Share Transfer Agent or in the register of Beneficial Owners maintained by the Depositories as on the cut-off date only shall be entitled to vote through remote e-voting facility as well as in the Meeting. Any person, who acquires shares of the Company and becomes Member of the Company after dispatch of the Notice of meeting and holding shares as on the cut-off date i.e. Saturday, the 17th day of June, 2017 can also view the Notice of the meeting on the Company’s website and receive on request, a copy of Notice of the Shareholders’ meeting from the Registered Office of the Company. Such members may also cast their vote through remote e-voting by following the procedure of generating respective sequence numbers, along with the login ID and Password as provided in the instruction slip of the meeting. Please note that the facility for voting through ballot / polling paper shall also be made available at the meeting and the members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their vote at the meeting, also the members who have cast their vote by remote e-voting prior to the meeting may attend the meeting but shall not be entitled to cast their vote again. If such shareholder, attending the meeting cast the vote again, his vote shall be considered as invalid and the vote cast earlier by him through the electronic means shall be considered as final and valid. The cut-off date for the purpose of remote e-voting is Saturday, the 17th day of June, 2017.Consequently, the same cut-off date of Saturday, the 17th day of June, 2017 would record entitlement of the shareholders, who do not cast their vote electronically, to cast their vote at the meeting. This Communication forms an integral part of the Notice of Shareholders’ meeting dated Saturday, the 6th day of May, 2017. Place: New Delhi Date: 06.05.2017 For Bagrrys India Limited

Sd/- Sushil Kumar Chetani

Whole- time Director DIN: 00217325

Address: RZ-B-96B, Raj Nagar-I, Palam Colony, New Delhi -110045

INSTRUCTIONS FOR E-VOTING BY THE SHAREHOLDERS The instructions for shareholders voting electronically are as under:

(i) The voting period begins on Tuesday, 20th day of June, 2017 at 09:00 a.m. and ends on Friday, the 23rd day of June, 2017 at 05:00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Saturday, the17th day of June, 2017may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iii) Click on Shareholders.

(iv) Now Enter your User ID.

a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier

voting of any company, then your existing password is to be used. (vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable

for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then directly reach the Company selection screen. However,

members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant Bagrrys India Limited on which you choose to vote. (xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option

“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be

displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xvii) If a demat account holder has forgotten the changed password then Enter the User ID and the image

verification code and click on Forgot Password & enter the details as prompted by the system.

(xviii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xix) Note for Non – Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and / or Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions

(“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

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Meeting of Secured Creditors of Bagrrys India Ltd scheduled to be convened under the supervision of the Hon’ble NCLT

Day Saturday

Date 24th June, 2017

Time 1.00 P.M.

Venue Hotel Royal Park, Baddi, Pinjore-Nalagarh Highway, NH 21-A, Bhud, Baddi-173 205, District Solan, Hi-machal Pradesh

List of Documents

Sl.No.

Contents

1 Notice of Meeting of Secured Creditors of Bagrrys India Ltd

2 Proxy Form

3 Attendance Slip




7 Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd, under sections 230, 232 & 66 of the Companies Act, 2013

Through


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SECTIONS 230, 232 & 66

AND


AND

IN THE MATTER OF




ANDBAGRRYS INDIA LTD

APPLICANT/TRANSFEREE COMPANY

NOTICE CONVENING MEETINGToThe Secured Creditors ofBagrrys India LtdTake Notice that by the Order dated 28th April, 2017, the Hon’ble National Company Law Tribunal, Chandigarh Bench has, inter alia, directed for convening of a meeting of Secured Creditors of Bagrrys India Ltd for the purpose of consid-ering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd. In the said meeting the following Special Business will be transacted:


“Resolved that pursuant to the provisions of sections 230, 232 & 66 of the Companies Act, 2013, the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016, the National Company Law Tribunal Rules, 2016, and other applicable provisions, if any, and subject to the approval of the Hon’ble National Company Law Tribunal and other competent authorities, if any, the proposed (a) De-merger of Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd) of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd into Oasis Securities Pvt Ltd; (b) Amalgamation of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (with residual business consisting of strategic investments in Bagrrys India Ltd) with Bagrrys India Ltd; (c) De-merger of Investment Business of Bagrrys India Ltd into Oasis Securities Pvt Ltd; and (d) Re-organisation of Share Capital of Bagrrys India Ltd, be and are hereby approved.

Resolved further that the salient features/terms and conditions of the aforesaid de-merger, amalgamation and re-or-ganisation of capital, etc., as set out in the draft Scheme of Arrangement placed before the meeting, which, inter-alia, include the following:

i. All assets and liabilities including Income Tax and all other statutory liabilities, if any, of respective Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd) (Demerged Business 1 & 2, re-spectively) of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (the Transferor Companies No. 1 & 2, respectively) will be transferred to and vest in Oasis Securities Pvt Ltd (the Resulting Company), on de-merger.

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iv. All the employees of the Transferor Companies No. 1 & 2 and the Transferee Company, in relation to the De-merged Business-1, 2 & 3, respectively, in service on the Effective Date, if any, shall become the employees of the Resulting Company on and from such date without any break or interruption in service and upon terms and conditions not less favorable than those subsisting in the concerned Transferor Company or Transferee Compa-ny on the said date.


vi. Appointed Date for De-merger of Demerged Business 1 & 2 of the Transferor Companies No. 1 & 2 into the Resulting Company; and Amalgamation of the Transferor Companies No. 1 & 2 (with residual business) with the Transferee Company (Appointed Date-1), will be 1st April, 2017, or such other date as the Hon’ble National Company Law Tribunal may approve.


viii. Share Exchange Ratio for the proposed De-merger of Demerged Business 1 & 2 of the Transferor Companies No. 1 & 2 into the Resulting Company will be:a. The Resulting Company will issue 1 (one) 8% non-cumulative compulsorily redeemable Preference Shares

of `10 each at a premium of `12 (Rupees twelve) per share, credited as fully paid up, for every 1 (one) Equity Share of `10 each held in the Transferor Company No. 1.


ix. Share Exchange Ratio for the proposed Amalgamation of the Transferor Companies No. 1 & 2 (with residual business) with the Transferee Company will be:a. The Transferee Company will issue 10,06,600 (ten lakh six thousand six hundred) Equity Shares of `10

each, credited as fully paid up, to the Shareholders of the Transferor Company No. 1 in proportion to their shareholding in the Transferor Company No. 1.

b. The Transferee Company will issue 3,34,000 (three lakh thirty four thousand) Equity Shares of `10 each, credited as fully paid up, to the Shareholders of the Transferor Company No. 2 in proportion to their share-holding in the Transferor Company No. 2.

x. Share Exchange Ratio for the proposed De-merger of Demerged Business 3 of the Transferee Company into the Resulting Company will be:a. The Resulting Company-Oasis Securities Pvt Ltd will issue 1 (one) 8% non-cumulative compulsorily re-

deemable Preference Shares of `10 each at a premium of `247 (Rupees two hundred forty seven) per share, credited as fully paid up, for every 1 (one) Equity Share of `10 each held in the Transferee Compa-ny-Bagrrys India Ltd.


xi. Re-organisation of part Share Capital of Bagrrys India Ltd by cancelling the Equity Shares held by all non-pro-moter/outside shareholders and to issue 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `114 (one hundred fourteen) per share.

be and are hereby approved in specific.Resolved further that subject to the approval of the Hon’ble National Company Law Tribunal and other competent authorities, if any, the draft Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd, as placed in the meeting, be and is hereby approved.Resolved further that the Board of Directors of the Company be and is hereby authorized to agree to such conditions or modifications (including the Share Exchange Ratio and the Appointed Date) that may be imposed, required or sug-gested by the Hon’ble National Company Law Tribunal or any other authorities or that may otherwise be deemed fit or

4

proper by the Board and to do all other acts, deeds or things which may be ancillary or incidental to the above mentioned matter or which may otherwise be required for the aforesaid Scheme of Arrangement.”Take Further Notice that in pursuance of the said order, a meeting of the Secured Creditors of Bagrrys India Ltd will be held on Saturday, 24th June, 2017, at 1.00 p.m. at Hotel Royal Park, Baddi, Pinjore-Nalagarh Highway, NH 21-A, Bhud, Baddi-173 205, District Solan, Himachal Pradesh, when you are requested to attend.Take Further Notice that you may attend and vote at the said meeting in person or by proxy, provided that a proxy in the prescribed form, duly signed by you, is deposited at the registered office of the Company as mentioned above not later than 48 hours before the meeting.The Hon’ble Tribunal has appointed Hon’ble Mr Justice (Retired) R.S. Madan, as the Chairperson and failing him Mr Vaibhav Sahni, Advocate, as the Alternate Chairperson; and Mr Manish Aggarwal, Company Secretary in practice, as the Scrutinizer, of the aforesaid meeting.A copy each of the Explanatory Statement [under sections 230 & 232 of the Companies Act, 2013 and the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016, and other applicable provisions, if any], the proposed Scheme of Arrangement, Form of Proxy and Attendance Slip, and other documents, if any, are enclosed. The proposed Scheme of Arrangement, if approved by the respective meetings, will be subject to the subsequent ap-proval of the Hon’ble National Company Law Tribunal. Dated this 6th day of May, 2017




Through




e-mail: [email protected]

Notes:

1. Only Secured Creditors of the Company may attend and vote (either in person or by proxy or by authorised rep-resentative as per Section 113 of the Companies Act, 2013) at the meeting of Secured Creditors. The authorised representative of a body corporate which is a Secured Creditor of the Applicant Company may attend and vote at the Secured Creditors’ meeting, provided a certified true copy of the resolution of the Board of Directors or other governing body of the body corporate is deposited at the registered office of the Company not later than 48 hours before the scheduled time of the commencement of the meeting authorising such representative to attend and vote at the meeting.

2. A Secured Creditor of the Company, entitled to attend and vote at the meeting, is entitled to appoint a proxy to attend and vote instead of himself and such proxy need not be a member/creditor of the Applicant Company. The Form of Proxy duly completed and signed should, however, be deposited at the Registered Office of the Compa-ny not later than 48 hours before the commencement of the Meeting.





Encl.: As above

5






SECTIONS 230, 232 & 66

AND


AND

IN THE MATTER OF






FORM OF PROXYI/We, the undersigned Secured Creditors of Bagrrys India Ltd, hereby appoint Mr/Ms ___________________ of _____________________ and failing him/her, Mr/Ms ___________________ of ____________________ as my/our proxy to act for me/us at the meeting of the Secured Creditors of Bagrrys India Ltd to be held on Saturday, 24th June, 2017, at 1.00 p.m. at Hotel Royal Park, Baddi, Pinjore-Nalagarh Highway, NH 21-A, Bhud, Baddi-173 205, District Solan, Himachal Pradesh, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd, and at such meeting and at any adjournment thereof, to vote, for me/us and in my/our name ________________ the said Scheme either with or without modification as my/our Proxy may approve.

# If you want to vote in favour of the Scheme put “FOR” and in case you intend to vote against the Scheme put “AGAINST” and in the latter case, strike out all the words after the words “the said Scheme”

Dated this _______ day of ____________, 2017

Name: ________________________Address: __________________________________________________________________________________

Signature(s) across the StampNotes:


2. The Proxy must be deposited at the registered office of the Company not later than 48 hours before the time fixed for convening the meeting.



Affix Re. 1.00

Revenue Stamp

7



E-mail ID: [email protected]: www.bagrrys.com

ATTENDANCE SLIP

Ref. No.

Name of Secured Creditor

Name of Proxy/ Authorized Rep., if anyI hereby record my presence at the meeting of the Secured Creditors of Bagrrys India Ltd being held on Saturday, 24th June, 2017, at 1.00 p.m. at Hotel Royal Park, Baddi, Pinjore-Nalagarh Highway, NH 21-A, Bhud, Baddi-173 205, District Solan, Himachal Pradesh, under the supervision of the National Company Law Tribunal, Chandigarh Bench for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd and other connected matters, if any.

Signature

1





Meeting of Un-secured Creditors of Bagrrys India Ltd scheduled to be convened under the supervision of the Hon’ble NCLT

Day SaturdayDate 24th June, 2017Time 3.00 P.M.Venue Hotel Royal Park, Baddi, Pinjore-Nalagarh Highway, NH 21-A, Bhud, Baddi-173 205, District So-

lan, Himachal Pradesh

List of Documents

Sl. No. Contents

1 Notice of Meeting of Un-secured Creditors of Bagrrys India Ltd

2 Proxy Form

3 Attendance Slip




7 Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd,under sections 230, 232 & 66 of the Companies Act, 2013

Through


2






SECTIONS 230, 232 & 66

AND


AND

IN THE MATTER OF




AND


NOTICE CONVENING MEETINGToThe Un-secured Creditors ofBagrrys India Ltd

Take Notice that by the Order dated 28th April, 2017, the Hon’ble National Company Law Tribunal, Chandigarh Bench has, inter alia, directed for convening of a meeting of un-secured Creditors of Bagrrys India Ltd for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd. In the said meeting the following Special Business will be transacted:


“Resolved that pursuant to the provisions of sections 230, 232 & 66 of the Companies Act, 2013, the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016, the National Company Law Tribunal Rules, 2016, and other applicable provisions, if any, and subject to the approval of the Hon’ble National Company Law Tribunal and other competent authorities, if any, the pro-posed (a) De-merger of Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd) of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd into Oasis Securities Pvt Ltd; (b) Amalgamation of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (with residual business consisting of strategic investments in Bagrrys India Ltd) with Bagrrys India Ltd; (c) De-merger of Investment Business of Bagrrys India Ltd into Oasis Securities Pvt Ltd; and (d) Re-organisation of Share Capital of Bagrrys India Ltd, be and are hereby approved.

Resolved further that the salient features/terms and conditions of the aforesaid de-merger, amalgamation and re-organisation of capital, etc., as set out in the draft Scheme of Arrangement placed before the meeting, which, inter-alia, include the following:

All assets and liabilities including Income Tax and all other statutory liabilities, if any, of respective Investment and other NBFC Busi-ness (except strategic investments in Bagrrys India Ltd) (Demerged Business 1 & 2, respectively) of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (the Transferor Companies No. 1 & 2, respectively) will be transferred to and vest in Oasis Securities Pvt Ltd (the Resulting Company), on de-merger.

i. All assets and liabilities including Income Tax and all other statutory liabilities, if any, of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (with residual business consisting of strategic investments in Bagrrys India Ltd) will be transferred to and vest in Bagrrys India Ltd (the Transferee Company), on amalgamation.

ii. All assets and liabilities including Income Tax and all other statutory liabilities, if any, of Investment Business of Bagrrys India Ltd (Demerged Business 3) will be transferred to and vest in Oasis Securities Pvt Ltd, on de-merger.

3

iii. All the employees of the Transferor Companies No. 1 & 2 and the Transferee Company, in relation to the Demerged Busi-ness-1, 2 & 3, respectively, in service on the Effective Date, if any, shall become the employees of the Resulting Company on and from such date without any break or interruption in service and upon terms and conditions not less favorable than those subsisting in the concerned Transferor Company or Transferee Company on the said date.

iv. All the employees of the Transferor Companies No. 1 & 2 (with respect to their Residual Business), in service on the Effective Date, if any, shall become the employees of the Transferee Company on and from such date without any break or interruption in service and upon terms and conditions not less favorable than those subsisting in the concerned Transferor Company on the said date.

v. Appointed Date for De-merger of Demerged Business 1 & 2 of the Transferor Companies No. 1 & 2 into the Resulting Com-pany; and Amalgamation of the Transferor Companies No. 1 & 2 (with residual business) with the Transferee Company (Appointed Date-1), will be 1st April, 2017, or such other date as the Hon’ble National Company Law Tribunal may approve.

vi. Appointed Date for De-merger of Demerged Business 3 of the Transferee Company into the Resulting Company (Appointed Date-2), will be 1st May, 2017, or such other date as the Hon’ble National Company Law Tribunal may approve.

vii. Share Exchange Ratio for the proposed De-merger of Demerged Business 1 & 2 of the Transferor Companies No. 1 & 2 into the Resulting Company will be:

a. The Resulting Company will issue 1 (one) 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `12 (Rupees twelve) per share, credited as fully paid up, for every 1 (one) Equity Share of `10 each held in the Transferor Company No. 1.


viii. Share Exchange Ratio for the proposed Amalgamation of the Transferor Companies No. 1 & 2 (with residual business) with the Transferee Company will be:

a. The Transferee Company will issue 10,06,600 (ten lakh six thousand six hundred) Equity Shares of `10 each, credited as fully paid up, to the Shareholders of the Transferor Company No. 1 in proportion to their shareholding in the Trans-feror Company No. 1.


ix. Share Exchange Ratio for the proposed De-merger of Demerged Business 3 of the Transferee Company into the Resulting Company will be:

a. The Resulting Company-Oasis Securities Pvt Ltd will issue 1 (one) 8% non-cumulative compulsorily redeemable Pref-erence Shares of `10 each at a premium of `247 (Rupees two hundred forty seven) per share, credited as fully paid up, for every 1 (one) Equity Share of `10 each held in the Transferee Company-Bagrrys India Ltd.


x. Re-organisation of part Share Capital of Bagrrys India Ltd by cancelling the Equity Shares held by all non-promoter/outside shareholders and to issue 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `114 (one hundred fourteen) per share.

be and are hereby approved in specific.

Resolved further that subject to the approval of the Hon’ble National Company Law Tribunal and other competent authorities, if any, the draft Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd, as placed in the meeting, be and is hereby approved.

Resolved further that the Board of Directors of the Company be and is hereby authorized to agree to such conditions or modifi-cations (including the Share Exchange Ratio and the Appointed Date) that may be imposed, required or suggested by the Hon’ble National Company Law Tribunal or any other authorities or that may otherwise be deemed fit or proper by the Board and to do all other acts, deeds or things which may be ancillary or incidental to the above mentioned matter or which may otherwise be required for the aforesaid Scheme of Arrangement.”

Take Further Notice that in pursuance of the said order, a meeting of Un-secured Creditors of Bagrrys India Ltd will be held on Saturday, 24th June, 2017, at 3.00 p.m. at Hotel Royal Park, Baddi, Pinjore-Nalagarh Highway, NH 21-A, Bhud, Baddi-173 205, District Solan, Himachal Pradesh, when you are requested to attend.

Take Further Notice that you may attend and vote at the said meeting in person or by proxy, provided that a proxy in the prescribed form, duly signed by you, is deposited at the registered office of the Company as mentioned above not later than 48 hours before the meeting.

The Hon’ble Tribunal has appointed Hon’ble Mr Justice (Retired) R.S. Madan, as the Chairperson and failing him Mr Vaibhav Sahni, Advocate, as the Alternate Chairperson; and Mr Manish Aggarwal, Company Secretary in practice, as the Scrutinizer, of the afore-said meeting.

4

A copy each of the Explanatory Statement [under sections 230 & 232 of the Companies Act, 2013 and the Companies (Compromis-es, Arrangement and Amalgamation) Rules, 2016, and other applicable provisions, if any], the proposed Scheme of Arrangement, Form of Proxy and Attendance Slip, and other documents, if any, are enclosed.

The proposed Scheme of Arrangement, if approved by the respective meetings, will be subject to the subsequent approval of the Hon’ble National Company Law Tribunal.





Through




e-mail: [email protected]

Notes:

1. Only Un-secured Creditors of the Company may attend and vote (either in person or by proxy or by authorised representative as per Section 113 of the Companies Act, 2013) at the meeting of Un-secured Creditors. The authorised representative of a body corporate which is an Un-secured Creditor of the Applicant Company may attend and vote at the Un-secured Creditors’ meeting, provided a certified true copy of the resolution of the Board of Directors or other governing body of the body corporate is deposited at the registered office of the Company not later than 48 hours before the scheduled time of the com-mencement of the meeting authorising such representative to attend and vote at the meeting.

2. An Un-secured Creditor of the Company, entitled to attend and vote at the meeting, is entitled to appoint a proxy to attend and vote instead of himself and such proxy need not be a member/creditor of the Applicant Company. The Form of Proxy duly completed and signed should, however, be deposited at the Registered Office of the Company not later than 48 hours before the commencement of the Meeting.





Encl.: As above

5

Affix Re. 1.00

Revenue Stamp






SECTIONS 230, 232 & 66

AND


AND

IN THE MATTER OF

BAGRRYS FINANCE PVT LTD

APPLICANT/ TRANSFEROR COMPANY NO. 1

KANAK GLOBAL SECURITIES PVT LTD

APPLICANT/TRANSFEROR COMPANY NO. 2

OASIS SECURITIES PVT LTD

APPLICANT/RESULTING COMPANY

AND

BAGRRYS INDIA LTD


FORM OF PROXY

I/We, the undersigned Un-secured Creditors of Bagrrys India Ltd, hereby appoint Mr/Ms ___________________ of

_____________________ and failing him/her, Mr/Ms ___________________ of ____________________ as my/our proxy to act

for me/us at the meeting of Un-secured Creditors of Bagrrys India Ltd to be held on Saturday, 24th June, 2017, at 3.00 p.m. at Hotel Royal Park, Baddi, Pinjore-Nalagarh Highway, NH 21-A, Bhud, Baddi-173 205, District Solan, Himachal Pradesh, for the

purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement of Bagrrys

Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd, and at such meeting and at any

adjournment thereof, to vote, for me/us and in my/our name ________________ the said Scheme either with or without modification

as my/our Proxy may approve.

# If you want to vote in favour of the Scheme put “FOR” and in case you intend to vote against the Scheme put “AGAINST” and in

the latter case, strike out all the words after the words “the said Scheme”

Dated this _______ day of ____________, 2017

Name: ________________________

Address: ______________________

______________________________

______________________________

Notes:


2. The Proxy must be deposited at the registered office of the Company not later than 48 hours before the time fixed for convening the meeting.



7



E-mail ID: [email protected] Web-site: www.bagrrys.com

ATTENDANCE SLIP

Ref. No.

Name of Un-secured CreditorName of Proxy/ Authorized Rep., if anyI hereby record my presence at the meeting of the Un-secured Creditors of Bagrrys India Ltd being held on Saturday, 24th

June, 2017, at 3.00 p.m. at Hotel Royal Park, Baddi, Pinjore-Nalagarh Highway, NH 21-A, Bhud, Baddi-173 205, District Solan,

Himachal Pradesh, under the supervision of the National Company Law Tribunal, Chandigarh Bench for the purpose of considering

and, if thought fit, approving, with or without modification, the Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global

Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd and other connected matters, if any.

Signature

1






SECTIONS 230, 232 & 66

AND


AND

IN THE MATTER OF






Explanatory Statement[Under sections 230 & 232 of the Companies Act, 2013 and the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016, and other applicable provisions, if any]

1. Pursuant to the Order dated 28th April, 2017, passed by the Hon’ble National Company Law Tribunal, Chandigarh Bench, Chandigarh, in the above referred joint Company Application, separate meetings of Shareholders, Secured Creditors and Un-secured Creditors of Bagrrys India Ltd are scheduled to be convened for the purpose of considering and, if thought fit, approving, with or without modifications, the proposed Scheme of Arrangement of Bagrrys Finance Pvt Ltd, Kanak Global Securities Pvt Ltd, Oasis Securities Pvt Ltd and Bagrrys India Ltd (hereinafter referred to as “this Scheme/the Scheme”), as per the following schedule:

Day & Date Saturday, 24th June, 2017 Time Meeting of Shareholders at 11.30 a.m.

Meeting of Secured Creditors at 1.00 p.m.; andMeeting of Un-secured Creditors at 3.00 p.m.

Venue Hotel Royal Park, Baddi, Pinjore-Nalagarh Highway, NH 21-A, Bhud, Bad-di-173 205, District Solan, Himachal Pradesh

2. A copy of the Scheme of Arrangement setting out the terms and conditions of the proposed arrangement, inter alia, providing for (a) De-merger of Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd) (Demerged Business 1 & 2, respectively) of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd into Oasis Securities Pvt Ltd; (b) Amalgamation of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (with residual business consisting of strategic investments in Bagrrys India Ltd) with Bagrrys India Ltd; (c) De-merger of Investment Business (Demerged Business 3) of Bagrrys India Ltd into Oasis Securities Pvt Ltd; (d) Re-organisation of Share Capital of Bagrrys India Ltd; and other connected matters, is enclosed to this Explanatory Statement.

2

3. Companies to the Scheme and their Background3.1 The Applicant No. 1/the Transferor Company No. 1-Bagrrys Finance Pvt Ltd:

a. The Transferor Company No. 1-Bagrrys Finance Pvt Ltd [Corporate Identification No. (CIN): U 65921 HP 1995 PTC 006412; Permanent Account No. (PAN): AAACB 2418 G] (hereinafter referred to as the Transferor Company No. 1/ the Company) was originally incorporated under the provisions of the Companies Act, 1956, as a public limited company with the name and style as ‘Bagrrys Finance Ltd’ vide Certificate of Incorporation dated 1st March, 1995 issued by the Registrar of Companies, Delhi & Haryana, New Delhi. The Company was issued Certificate for Commencement of Business dated 7th April, 1995 by the ROC, New Delhi. Subsequently, the Company was converted into a private limited company and name of the Company was changed to ‘Bagrrys Finance Pvt Ltd’ vide Fresh Certificate of Incorporation dated 21st November, 2013. Registered Office of the Company was shifted from the NCT of Delhi to the State of Himachal Pradesh as approved by the Hon’ble Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi vide Order dated 22nd November, 2016. The Registrar of Companies, Himachal Pradesh, Chandigarh, registered the aforesaid order and allotted a new CIN to the Company.

b. Presently, the Registered Office of the Transferor Company No. 1 is situated at Plot No. 28 and 41, HIMUDA Industrial Area, Bhatoli Kalan, Baddi-173 205, District Solan, Himachal Pradesh, mail id: [email protected].

c. The detailed objects of the Transferor Company No. 1 are set out in the Memorandum of Association and are briefly stated as below:

Main Objects: 1. To carry on in India or elsewhere as its principal business, the business of finance and

for that purpose to assist or subsidising in purchasing of Industrial and office plant, equipment, Machinery, vehicles, movable assets, land & building, real estate and consumer goods of all kind by way of finance.

2. Subject to the approval of SEBI and others authorities were required to provide financial services, advisory and counseling services and facilities of every description capable of being provided by shares and stock brokers shares and stock jobbers, share dealers, investment fund managers and to arrange and sponsor public and private issues and for that purpose to act as issue House, manager to the issue registrar and share transfer agents, prepare projects and feasibility reports for and on behalf of any company or undertaking.

3. To carry on the business as dealer of shares and stock brokers, underwriters agents and brokers for subscribing to and for the sale and purchase of securities, stock shares, debentures, debentures stock bonds, units of certificates of mutual Funds, Cash Certificates, Saving Certificates, Commercial papers, Government Securities or other financial instruments or obligations and securities issued or guaranteed by any body-corporate whether established in India or elsewhere, authority whether Central State or Local undertaking whether Public or Private.

4. To lend or advance money either with or without security and to arrange and negotiate loan and carry on the business of financiers. Finance brokers, money lenders and bill brokers but the Company shall not carry on any banking business as defined in the Banking Regulation Act, 1949.

5. To carry on the business of financiers for purchase of property, lending or advancing money on the security of moveable or immovable property, legal claim, choses in action or other such rights and assets in financing the business undertakings and industries.

6. To act financial and investment consultants, managements consultants and provide advice, services, consultancy in various fields such as general administrative secretarial commercial financial, leasing, hire purchase, legal, economic, account any and data processing.

7. To establish, carry on and undertake the business of finance and trading, hire purchase, leasing, chartering renting and to finance lease operations of all kinds, purchasing, selling, hiring or letting on hire all kinds of plant, machinery such as pollution control equipment and systems cooling towers, chimneys, silos, automobiles wheels, rims alternative energy systems, Electronics and Electronic equipment, Pharmaceuticals

3

and Medical equipments, diagnostic equipments, instrumentation equipments, control valves, all types of on shore and off shore services for oil and Gas industry or otherwise, ships, scaffolding equipments, corrosion protection insulation and anti-fouling activities, equipments used for manufacture of all kinds of Laminates, D G sets, Motor cars and buses, Computers, Data processing Equipments and components.

Other Objects:The Company has also adopted, inter alia, the following sub-clauses of the Other Objects Clause of its Memorandum of Association:

1. To acquire and hold shares, stocks, debentures, debenture stocks, bonds, obligations and securities Issued or guaranteed by any company constituted or carrying on business in India or elsewhere or by any government, sovereign ruler, commissioners, public body or authority, supreme, municipal local or otherwise, whether at home or abroad, and to acquire these by original subscription, tender, purchase, exchange, or otherwise and to subscribe for the same, either conditionally or otherwise and to guarantee for subscription thereof and to exercise and enforce all rights and powers conferred by or Incidental to the ownership thereof.

2. To carry on the business of a company established with the object of financing Industrial enterprises within the meaning of section 370 of the Companies act 1956, and to make loans, give guarantees and provide securities to any other company or other persons whether promoted and/or managed by this company or not. To acquire or takeover with without consideration and/or carry on the business of shares and transfer agents and as financial advisors and management consultants by themselves or in partnership with other companies or there persons and generally to carry on business as finances and for that purpose to give loans, with or without security and on such terms and conditions as the company may in its absolute discretion deem fit, to any person or persons to enable them to purchase either by themselves or Jointly with any other person or persons, all kinds of machinery automobiles and their parts accessories, components, stores and spares.

3. To establish, carry on and undertake the business of finance, and trading, hire purchase, leasing, chartering, renting and to finance lease operations of all kinds, purchasing, selling, hiring or letting on hire all kinds of plant, machinery such as pollution control equipments and systems, codlngtowers, chimneys, soils, automobile wheels rims, Alternative energy systems, Electronics and Electronic equipments, Pharmaceuticals and Medical equipments diagnostic equipments, Instrumentation equipments, control valves, all types of on shore and on shore services for Oil and Gas Industry or otherwise ships, scaffolding equipments, corrosion protection Insulation and antifouling activities, equipments used for manufacture of all kinds of Laminates, DG sets, Motorcars and buses Computers, data processing equipments and components.

4. To establish, carry on and undertake the business of finance, and trading, hire purchase, leasing, chartering, renting, repitlring and to finance lease operations of all kinds of land and buildings, factory sheds, godown, storage houses, shops display centers and such other similar properties.

80. To advance, deposit or lend/money, securities and properties to or with and Company, body, corporate, firms, person or association with or without security and on such terms as may be determined, from time to time, However, the Company shall not carry on the business of Banking as defined under the Banking Regulation Act, 1949.

d. Presently, the Transferor Company No. 1 is engaged in investment in securities and other NBFC business like providing loans and advances and other related activities. The Transferor Company No. 1 is duly registered with the Reserve Bank of India as a non-deposit accepting Non-Banking Finance Company (NBFC).

e. The present Authorised Share Capital of the Transferor Company No. 1 is `3,50,00,000 divided into 35,00,000 Equity Shares of `10 each. The present Issued, Subscribed and Paid-up Share Capital of the Company is ̀ 3,00,00,000 divided into 30,00,000 Equity Shares of `10 each.

f. Detail of the present Board of Directors of the Transferor Company No. 1 is given below:

4

Sl.No.

Name & Address DIN Designation

1. Mr Shyam BagriA-29, Asiad Games Village, New Delhi-110 049

00197577 Director

2. Mr Sushil Kumar ChetaniRZ-B-96B, Raj Nagar-I, Palam Colony, New Del-hi-110 045

00217325 Director

3. Mr Aditya BagriA-29, Ranjeet Singh Block, Asiad Games Village ComplexNew Delhi-110 049

01240476 Director

3.2 The Applicant No. 2/the Transferor Company No. 2-Kanak Global Securities Pvt Ltd:a. The Transferor Company No. 2-Kanak Global Securities Pvt Ltd [Corporate Identification No.

(CIN): U 67120 HP 1996 PTC 006411; Permanent Account No. (PAN): AAACK4075C] (hereinafter referred to as the Transferor Company No. 2/ the Company) was originally incorporated under the provisions of the Companies Act, 1956, as a public limited company with the name and style as ‘Kanak Global Securities Ltd’ vide Certificate of Incorporation dated 25th January, 1996 issued by the Registrar of Companies, Delhi & Haryana, New Delhi. The Company was issued Certificate for Commencement of Business dated 7th February, 1996 by the ROC, New Delhi. Subsequently, the Company was converted into a private limited company and name of the Company was changed to ‘Kanak Global Securities Pvt Ltd’ vide Fresh Certificate of Incorporation dated 24th March, 2006. Registered Office of the Company was shifted from the NCT of Delhi to the State of Himachal Pradesh as approved by the Hon’ble Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi vide Order dated 22nd November, 2016. The Registrar of Companies, Himachal Pradesh, Chandigarh, registered the aforesaid order and allotted a new CIN to the Company.

b. Presently the Registered Office of the Transferor Company No. 2 is situated at Plot No. 28 and 41, HIMUDA Industrial Area, Bhatoli Kalan, Baddi-173 205, District Solan, Himachal Pradesh, mail id: [email protected].

c. The detailed objects of the Transferor Company No. 2 are set out in the Memorandum of Association and are briefly stated as below:

Main Objects:1. To carry on the business of Merchant Banking in all aspects, to act as Managers

to the issue. To act as Lead Managers, Brokers to Issue, to act as Underwriters Sub-underwriters, dealers in Securities, Buying, Selling, Transferring hypothecating and holding of Shares, Debentures, Bonds and all types of Securities. To act as Stock and Share Brokers, Sub- Brokers of Stocks & new Issues of Shares and to acquire membership of Stock Exchanges in India and abroad. To act as Registrars to the Issue of Securities, Share Transfer Agents, Investment Business, portfolio Management, Corporate Counseling, Investment Counseling, Fixed Deposit Brokers, Interoperate Investments Canvassers, Financial Consultants, Finance and Discount Brokers, Advisors and Consultants to the Issue of Securities of all lands and types in all their aspects in India or outside.

2. To Invest in, acquire and hold, buy or sell, or otherwise dispose of or deal in Securities of any kind, Shares Debentures, Debenture Stocks, Bonds, Units, Obligations and Securities Issues or Guaranteed by any Government, State/Union Territory, Municipal-or civic Body, Financial institutions, Commercial papers, Negotiable Instrument and paper Instruments of all types of kinds.

3. To make Syndicate of Brokers of Different Stock Exchanges and provide Services to its members for Inter Share and Stock market activities, mutually with each other and to become a member and to act as Shares and Stock Broker of Different Stock Exchanges.

4. To provide Services to Financial Institutions, Life Insurance Corporation of India, Unit Trust India and such other organisation, Public Sector undertakings, Industrial Houses, Bank corporate and non-corporate Sector organisations for their Investment portfolio management, Study and analysis of Financial Statements of various corporate and non-Corporate Sector organisations for their Investment portfolio management, and to advice on Shares and Stock holdings as their agents consultants and Share Brokers.

5

Other Objects:The Company has also adopted, inter alia, the following sub-clauses of the Other Objects Clause of its Memorandum of Association:31. To acquire and hold shares, stocks, debentures, debenture stocks, bonds, obligations

and securities issued or guaranteed by any company constituted or carrying on business in the Republic of India or elsewhere any debentures, debenture stocks, bonds, obligations and securities issued or guaranteed by any Government sovereign-ruler, commissioners, public body or authority, supreme municipal, local or otherwise, whether at home or abroad, to acquire any such shares stocks, debentures, debenture stocks, obligations or securities by original subscription, tender, purchase, exchange or otherwise and subscribe for the same either conditionally or otherwise and to guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof, to issue shares, debenture stocks, bonds, obligation and securities of all kinds and to frame, constitute and secure the same, as may seem expedient, with full power to make the same transferable by “delivery or by instrument of transfer or otherwise and either perpetual or terminable and either redeemable or otherwise and to charge or secure the same by trust deed or otherwise on the undertaking of the company, or upon any specific property and rights, present and future of the company (including, if thought fit, uncalled capital) or otherwise however; to export, import, buy, sell, barter, exchange, pledge, make advance upon, invest in and otherwise deal in gold, silver, bullion , stocks, shares, securities of all kinds and description.

45. To carry on the business as financiers (not amounting to banking business within the meaning of Banking Regulations Act, 1949) by way of loaning, lending, and advancing money, to industrials, individuals, commercials and other enterprises.

d. Presently, the Transferor Company No. 2 is engaged in investment in securities and other NBFC business like providing loans and advances and other related activities. The Transferor Company No. 2 is duly registered with the Reserve Bank of India as a non-deposit accepting Non-Banking Finance Company (NBFC).

e. The present Authorised Share Capital of the Transferor Company No. 2 is `1,00,00,000 divided into 10,00,000 Equity Shares of `10 each. The present Issued, Subscribed and Paid-up Share Capital of the Company is `96,19,000 divided into 9,61,900 Equity Shares of `10 each.

f. Detail of the present Board of Directors of the Transferor Company No. 2 is given below:

Sl.No.


1. Mr Laxmi Narayan MundhraRZ-884A/4, Gali No. 9/4, Sadh Nagar-1, Palam Colony, New Delhi-110 045

00218514 Director

2. Mr Ravindra Kumar SharmaGH-6/73, White Apartments, Paschim Vihar, New Delhi- 110 087

00254512 Director

3.3 The Applicant No. 3/the Resulting Company-Oasis Securities Pvt Ltd:a. The Resulting Company-Oasis Securities Pvt Ltd [Corporate Identification No. (CIN): U

74899 HP 1995 PTC 006436; Permanent Account No. (PAN): AAACO0277E] (hereinafter referred to as the Resulting Company/ the Company) was incorporated under the provisions of the Companies Act, 1956, vide Certificate of Incorporation dated 1st March, 1995 issued by the Registrar of Companies, Delhi & Haryana, New Delhi. Registered Office of the Company was shifted from the NCT of Delhi to the State of Himachal Pradesh as approved by the Hon’ble Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi vide Order dated 19th December, 2016. The Registrar of Companies, Himachal Pradesh, Chandigarh, registered the aforesaid order and allotted a new CIN to the Company.

b. Presently the Registered Office of the Resulting Company is situated at Plot No. 28 and 41, HIMUDA Industrial Area, Bhatoli Kalan, Baddi-173 205, District Solan, Himachal Pradesh, mail id: [email protected].

c. The detailed objects of the Resulting Company are set out in the Memorandum of Association and are briefly stated as below:

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Main Objects: 1. To carry on the business of investment and to invest in, acquire, hold, underwriter, sell

or otherwise deal in shares, stocks, debenture stocks, bonds, negotiable instruments, securities of any company, government public body or Authority, Municipal and bodies, whether in India or abroad.

Other Objects:The Company has also adopted, inter alia, the following sub-clauses of the Other Objects Clause of its Memorandum of Association:41. To carry on the business of a Company established with the objects of financing

industrial enterprises within the meaning of section 370 of the Companies Act, 1956 and to make loans, give guarantee and provide securities to any other such Company or not provided that the Company Shall not carry on banking business within the meaning of Banking Regulation Act, 1949.

54. To carry on and undertake the business of finance, hire purchase, leasing and Investment Company.

d. Presently, the Resulting Company is engaged in investment in securities and other NBFC business like providing loans and advances and other related activities. The Resulting Company is duly registered with the Reserve Bank of India as a non-deposit accepting Non-Banking Finance Company (NBFC).

e. The present Authorised Share Capital of the Resulting Company is `4,61,20,000 divided into 46,12,000 Equity Shares of `10 each. The present Issued, Subscribed and Paid-up Share Capital of the Company is `3,20,95,260 divided into 32,09,526 Equity Shares of `10 each.

f. Detail of the present Board of Directors of the Resulting Company is given below:

Sl.No.


1. Mr Laxmi Narayan MundhraRZ-884A/4, Gali No. 9/4, Sadh Nagar-1, Palam Colony, New Delhi-110 045

00218514 Director

2. Mr Ravindra Kumar SharmaGH-6/73, White Apartments, Paschim Vihar, New Delhi-110 087

00254512 Director

3.4 The Applicant No. 4/the Transferee Company-Bagrrys India Ltd:a. The Transferee Company-Bagrrys India Ltd [Corporate Identification No. (CIN): U 15497

HP 1986 PLC 006447; Permanent Account No. (PAN): AABCB 8144 N] (hereinafter referred to as “the Transferee Company/the Company”) was originally incorporated under the provisions of the Companies Act, 1956, as a private limited company with the name and style as ‘Ghaziabad Protein Food Pvt Ltd’ vide Certificate of Incorporation dated 23rd October, 1986 issued by the Registrar of Companies, Delhi & Haryana, New Delhi. The Company was converted into a public limited company and name of the Company was changed to ‘Ghaziabad Protein Food Ltd’ vide Fresh Certificate of Incorporation dated 1st January, 1987. Thereafter, name of the Company was changed to its present name ‘Bagrrys India Ltd’ vide Fresh Certificate of Incorporation dated 28th October, 1994 issued by the Registrar of Companies, New Delhi. Registered Office of the Company was shifted from the NCT of Delhi to the State of Himachal Pradesh as approved by the Hon’ble Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi vide Order dated 19th December, 2016. The Registrar of Companies, Himachal Pradesh, Chandigarh, registered the aforesaid order and allotted a new CIN to the Company.

b. Presently, the Registered Office of the Transferee Company is situated at Plot No. 28 and 41, HIMUDA Industrial Area, Bhatoli Kalan, Baddi-173 205, District Solan, Himachal Pradesh, mail id: [email protected]; website: www.bagrrys.com.

c. The detailed objects of the Transferee Company are set out in the Memorandum of Association and are briefly stated as below. During the last 5 years, the Transferee Company has altered Object Clause of its Memorandum of Association by incorporating sub-clauses 6 to 13 in the Main Objects (as given below) to enable it to explore/take up new business activities:

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Main Objects: 1. To carry on all or any of the businesses of millers of cereals and cereal products,

flour, atta, suji and all other allied products from wheat, maize, barley, rice, bajra and such other grains and corns, oil seeds and/or other food products and to buy, sell, trade, deal and stock in such products and cereals.

2. To carry on the business of manufacturers of all kinds of biscuits, loafs, bread, corn flakes, pastries, pickles, chutnies, jams and jellies and such other food products as may be conveniently carried on and to buy, sell, stock, trade and deal in such products.

3. To carry on all the businesses of or manufacturers in all kinds of bye products out of cereals, corns and grains, such as bran, husk, poultry-foods, fodders, chemicalised and vitaminised products, food packets, tinned-foods, edible oils and other allied products as may conveniently be carried on and to deal, buy, sell, stock, trade and barter such products.

4. To import, export, stock, trade and deal in all kinds of food products, cereals, grains, fruits, vitamins and vitaminised products, corns and corn-products, spices and spice products and in such other allied commodities as may conveniently be carried on.

5. To carry on the business of conservation and preservation of all kinds of food and food-products, cereals, potato, fruits and vegetables and such other products and for this purpose to build or hire cold storage or godowns and sheds and set up such plants as may be required for the purpose.

6. To carry on the business of exporters, importers, buyers, distributors, sellers, processors and or dealers in all or any types of consumer goods related to religious products, incenses, Dhoop Batti, Hawan Samagri, and any other such Products, Items or Things Indigenous to or Obtainable within India or any other Country of the World, and all other work which is ancillary to the above purpose.

7. To operate, build, own, manage or otherwise deal with food joints, restaurants, cafes or otherwise deal in all food products.

8. To purchase, acquire, sell, exchange, dispose off or otherwise deal in real estates, lands, buildings, civil works, securities, commodities, moveable and immovable properties of any tenure or description either as owners or on collaborations or joint ventures or otherwise acquire any interest in the same; and to erect, construct, build, demolish, fabricate, execute, carry out, improve, work, develop and enlarge, rebuild, furnish, fabricate, manage or control in India or abroad on any land or immovable property and conveniences of all kinds, including turnkey jobs, railways, tramways, speedways, runways, roads, aerodromes, airways, theaters, cinema halls, multiplexes, Group Housing Complexes, Commercial Complexes, roads, highways, hotels, restaurants, amusement parks and places of entertainment, piers, wavers, dams, garages, reservoirs, embankments, canals, irrigations, power houses, transmission lines, reclamation, improvements, sewage, drainage, sanitary works or other civil works and to otherwise deal in all kinds of building materials, equipment, plants and machineries used in connection therewith.

9. To carry on the business of hire-purchase, leasing, loans and investment Company subject to the necessary compliance of Regulations made thereof and directions issued by the Reserve Bank of India or any other competent authorities for the time being in force.

10. To buy, sell, manufacture, assemble, fabricate, import, export and to otherwise deal in all kind of electrical and electronics appliances, instruments and equipment, lighting fixtures and fittings, bulbs etc., wires and cables, lighting devices; to participate and implement in all types of electrification and infrastructure projects, project incubators and to invest in all kinds of industrial and infrastructure projects, shares and securities, project investments.

11. To carry on the business in the field of solar power, hydro power, engineering, drawings, specification, installation marketing and product development, collection/ distribution of information and statistics relating to any type of business or industry and also to render industrial, technical, management, marketing, consultancy, and other types of skilled services to all types of industries in India and abroad.

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12. To carry on the business of restaurants, keepers, retail chains, restaurant chains, refreshment rooms, proprietors of hotels, tea rooms, bars, snack bars and as inn and lodging housekeepers, licensed victualers, tea and coffee shops, cake shops and snack-bars, caterers, backers and pastry cooks, confectioners and general provision merchants and to carry on business as manufacturers, producers, processors, makers, converters, importers, exporters, traders, buyers, sellers, retailers, wholesalers, suppliers, indenters, packers, movers, preservers, stockiest, agents, sub-agents, merchants, distributors, consignors, jobbers, brokers, concessionaries or otherwise deal in refreshments, foods, mineral waters and soft drinks, aerated waters, cordials and consumable goods of every description.

13. To carry on business as manufacturers, producers, processors, makers, convertors, importers, exporters, traders, buyers, sellers, retailers, wholesalers, suppliers, indenters, packers, movers, preservers, stockiest, agents, sub-agents, merchants, distributors, consignors, jobbers, brokers, concessionaries or otherwise deal in drapers and cloth of all types and every description and to act as tailors, cutlers and outfitters, makers and suppliers of clothing and garments of every kind and descriptions, hosiery and dealers of all types of readymade garments, all dresses made of natural, synthetic or blended textiles of all types of every garments and fashion accessories including travel accessories, dressing bags, articles of virtue, objects of art, gift items and such articles of every description.

d. Presently, the Transferee Company is engaged in manufacturing and marketing of breakfast cereals and health food such as muesli, oats, bran, cornflakes plus, etc., which are marketed under the Brand names ‘Bagrry’s’ and ‘Lawrence Mills’; odoriferous products (Havan Samagri); flour milling and other related activities. The Group operates and runs Quick Service Restaurants under the brand- ‘Bagrry’s Health Café’. The Transferee Company has also made investments in shares, mutual funds and other securities. Thus, the Transferee Company has two distinct business-food & other manufacturing business; and investment business.

e. The present Authorised Share Capital of the Transferee Company is `4,00,00,000 divided into 40,00,000 Equity Shares of `10 each. The present Issued, Subscribed and Paid-up Share Capital of the Company is `3,22,63,000 divided into 32,26,300 Equity Shares of `10 each.

f. Detail of the present Board of Directors of the Company is given below:

Sl. No.


1. Mr Laxmi Narayan Sain9, Community Centre, Lawrence Road,Industrial Area, Delhi-110 035

00217237 Whole time Director

2. Mr Sushil Kumar ChetaniRZ-B-96B, Raj Nagar-I, Palam ColonyNew Delhi-110 045

00217325 Whole time Director

3. Mr Satya Narain ChandakN-8, Double Story, Lajpat Nagar-IV,New Delhi 110 024

00256643 Director

4. Mr Banwari Lal Rathi75, Manu Apartments, Mayur Vihar Phase-I, Delhi 110 091

00492414 Director

4. Mr Shyam Bagri and his family members are the promoters of the Transferor Companies No. 1 & 2, the Resulting Company and the Transferee Company. Detail of the Core Promoter is given below:

Sl. No. Name, Address & DIN1. Mr Shyam Bagri

A-29, Asiad Games Village, New Delhi-110 049DIN: 00197577

5. All the Companies to the Scheme are Group Companies with common promoters, management and control. The Resulting Company is a subsidiary company of the Transferor Company No. 2 (the holding company). The Transferor Company No. 1 is an associate company of the Resulting Company. The Transferee Company is an associate company of the Transferor Company No. 1.

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6. The proposed De-merger of Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd) of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd into Oasis Securities Pvt Ltd; Amalgamation of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (with residual business consisting of strategic investments in Bagrrys India Ltd) with Bagrrys India Ltd; De-merger of Investment Business of Bagrrys India Ltd into Oasis Securities Pvt Ltd; and Re-organisation of Share Capital of Bagrrys India Ltd, will be effected by the arrangement embodied in the Scheme of Arrangement framed under sections 230, 232 & 66 of the Companies Act, 2013, the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016, the National Company Law Tribunal Rules, 2016, and other applicable provisions, if any.

7. Rationale and Benefits of the Scheme: The circumstances which justify and/or necessitate the proposed Scheme of Arrangement; and benefits

of the proposed arrangement as perceived by the Board of Directors of these Companies, to the Shareholders and other stakeholders are, inter alia, as follows:a. The Bagrry’s Group is primarily engaged in manufacturing and marketing of breakfast cereals

and health food such as muesli, oats, bran, cornflakes plus, etc., which are marketed under the Brand names ‘Bagrry’s’ and ‘Lawrence Mills’; odoriferous products (Havan Samagri); flour milling and other related activities. The Group operates and runs Quick Service Restaurants under the brand- ‘Bagrry’s Health Café’. All these activities are being carried through Bagrrys India Ltd, the Flagship Company of the Group.

b. Bagrrys India Ltd, apart from the manufacturing and marketing of breakfast cereals and health food, has also made investments in securities. Over a period of time, the Company has built up a portfolio of investments in shares, mutual funds and other securities.

c. The Bagrrys Group is also engaged in securities investments and NBFC business through 3 (three) RBI registered Non-Banking Finance Companies (NBFCs).

d. The management of the Bagrrys Group intends to consolidate and streamline different business activities and shareholding structure of various Group Companies with the following objectives:i. To consolidate the entire securities investments and other NBFC business of all the three

NBFCs into one single NBFC- Oasis Securities Pvt Ltd.ii. To segregate food business and investment activities of Bagrrys India Ltd in separate

companies, by hiving off the investments business from Bagrrys India Ltd into one of the Non-Banking Finance Companies of the Group-Oasis Securities Pvt Ltd.

iii. To streamline and simplify the shareholding structure of various Group Companies by merging Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd after the aforesaid de-merger, into Bagrrys India Ltd along with their strategic investments in Bagrrys India Ltd.

iv. To provide an exit opportunity to all the non-promoter/out-side shareholders of Bagrrys India Ltd by issuing Compulsorily Redeemable Preference Shares in place of their Equity Shareholding in the Company, on voluntary basis.

e. The present Scheme of Arrangement for De-merger, Amalgamation and Re-organisation of share capital is proposed to achieve the aforesaid objectives.

f. The following are some of the specific advantages of the proposed De-merger of Demerged Business 1, 2 & 3 into the Resulting Company:

i. The proposed De-merger of Demerged Business 1, 2 & 3 into the Resulting Company would enable consolidation of entire investments and NBFC Business of all these Companies into one large single entity.

ii. The proposed de-merger of Demerged Business 1, 2 & 3 into the Resulting Company would result in business synergy, consolidation and pooling off the resources. Post Scheme, the Resulting Company will enjoy large net worth and financial resources. It will enable the Resulting Company to catapult into the top league of large sized NBFCs.

iii. The proposed De-merger of Demerged Business 1, 2 & 3 into the Resulting Company will result in usual economies of a centralized and a large company including elimination of duplicate work, reduction in overheads, better and more productive utilization of financial, human and other resource and enhancement of overall business efficiency. It will enable these Companies to combine their managerial and operating strength, to build a wider capital and financial base and to promote and secure overall growth of their businesses.

iv. The proposed De-merger of Demerged Business 1, 2 & 3 into the Resulting Company will also enable the Group to surrender multiple NBFC registrations, which is in tune with the current RBI Policy.

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g. The following are some of the specific advantages of the proposed Amalgamation of the Transferor Companies No. 1 & 2 (with their residual business) with the Transferee Company:i. The Transferor Companies No. 1 & 2 are holding shares of the Transferee Company. The

proposed amalgamation of the Transferor Companies No. 1 & 2 (with residual business consisting of strategic investments in Bagrrys India Ltd) with the Transferee Company will streamline the shareholding structure by eliminating the intermediary layers of shareholding.

ii. The proposed amalgamation will enable the Promoters to directly hold shares in the Transferee Company.

iii. The proposed move will be in sync with the policy of the Government of India to discourage multi layers of shareholding and to encourage direct shareholding in the Companies.

h. The following are some of the specific advantages of the proposed Re-organisation of Share Capital of the Transferee Company:i. The Transferee Company has some outside/non-promoter shareholders. Since the

Transferee Company is an un-listed company, there is no mechanism/platform available to these Shareholders to sell/dispose-off these shares, if they so wish.

ii. In order to provide an exit opportunity to all the outside/non-promoter shareholders, it is proposed to re-organise the share capital of the Transferee Company, on voluntary basis, by cancelling the Equity Shares held by all the outside/non-promoter shareholders; and to issue 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `114 (one hundred fourteen) per share.

iii. The proposed re-organisation will provide a permanent liquidity option for illiquid shares of the Company. It will help the non-promoter shareholders in realising the true potential of their investments in the Transferee Company which can be gainfully deployed elsewhere.

iv. It is clarified that an outside/non-promoter shareholder is entitled to retain his/her/its equity shareholding in the Transferee Company by giving a notice of such intention to the Transferee Company any time up to the record date to be fixed for such purpose. In all the cases where the Transferee Company receives intimation from the non-promoter Shareholders to retain their equity shareholding in the Transferee Company, equity shares with respect to all such shareholders will not be cancelled and will not be replaced with 8% non-cumulative compulsorily redeemable Preference Shares.

v. It is further clarified that no creditor of the Transferee Company will be adversely affected by the proposed re-organisation of share capital. Preference Shares to be issued in terms of the Scheme, shall be redeemed in accordance with the provisions of the Companies Act, 2013, relating to the redemption of preference shares.

i. The proposed Scheme of Arrangement will enable these Companies to combine their managerial and operating strength, to build a wider capital and financial base and to promote and secure overall growth of their businesses.

j. The said Scheme of Arrangement will contribute in fulfilling and furthering the objects of these Companies. It will strengthen, consolidate and stabilize the business of these Companies and will facilitate further expansion and growth of their business. The Resulting Company and the Transferee Company will be able to participate more vigorously and profitably in the competitive market scenario.

k. The proposed Scheme would enhance the shareholders’ value of the Transferor, Resulting and Transferee Companies.

l. The said Scheme of Arrangement will have beneficial impact on all the Transferor, Resulting and the Transferee Companies, their shareholders, employees and other stakeholders and all concerned.

m. It may be noted that all the Transferor Companies, Resulting Company and the Transferee Company are Group Companies under common shareholding, management and control. The proposed Scheme of Arrangement will not result in change in management or control of any of these Companies.

8. Salient features of the Scheme of Arrangement (points/clauses referred to in this part are of the Scheme of Arrangement)8.1 The Scheme of Arrangement, inter alia, provides as under:

i. All assets and liabilities including Income Tax and all other statutory liabilities, if any, of respective Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd) (Demerged Business 1 & 2, respectively) of Bagrrys Finance Pvt Ltd and Kanak

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Global Securities Pvt Ltd (the Transferor Companies No. 1 & 2, respectively) will be transferred to and vest in Oasis Securities Pvt Ltd (the Resulting Company), on de-merger.



iv. All the employees of the Transferor Companies No. 1 & 2 and the Transferee Company, in relation to the Demerged Business-1, 2 & 3, respectively, in service on the Effective Date, if any, shall become the employees of the Resulting Company on and from such date without any break or interruption in service and upon terms and conditions not less favorable than those subsisting in the concerned Transferor Company or Transferee Company on the said date.


vi. Appointed Date for De-merger of Demerged Business 1 & 2 of the Transferor Companies No. 1 & 2 into the Resulting Company; and Amalgamation of the Transferor Companies No. 1 & 2 (with residual business) with the Transferee Company (Appointed Date-1), will be 1st April, 2017, or such other date as the Hon’ble National Company Law Tribunal may approve.


viii. Share Exchange Ratio for the proposed De-merger of Demerged Business 1 & 2 of the Transferor Companies No. 1 & 2 into the Resulting Company will be:a. The Resulting Company will issue 1 (one) 8% non-cumulative compulsorily

redeemable Preference Shares of `10 each at a premium of `12 (Rupees twelve) per share, credited as fully paid up, for every 1 (one) Equity Share of `10 each held in the Transferor Company No. 1.


ix. Share Exchange Ratio for the proposed Amalgamation of the Transferor Companies No. 1 & 2 (with residual business) with the Transferee Company will be:a. The Transferee Company will issue 10,06,600 (ten lakh six thousand six hundred)

Equity Shares of `10 each, credited as fully paid up, to the Shareholders of the Transferor Company No. 1 in proportion to their shareholding in the Transferor Company No. 1.


x. Share Exchange Ratio for the proposed De-merger of Demerged Business 3 of the Transferee Company into the Resulting Company will be:a. The Resulting Company-Oasis Securities Pvt Ltd will issue 1 (one) 8% non-cumulative

compulsorily redeemable Preference Shares of `10 each at a premium of `247 (Rupees two hundred forty seven) per share, credited as fully paid up, for every 1 (one) Equity Share of `10 each held in the Transferee Company-Bagrrys India Ltd.


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xi. Re-organisation of part Share Capital of Bagrrys India Ltd by cancelling the Equity Shares held by all non-promoter/outside shareholders and to issue 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `114 (one hundred fourteen) per share.

8.2 “Act” means the Companies Act, 2013 (18 of 2013), the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the National Company Law Tribunal Rules, 2016, and any other Rules made there under, as may be applicable; and the Companies Act, 1956 (1 of 1956), to the extent applicable, if any.

8.3 “Appointed Date-1” which is relevant for the De-merger of NBFC Business (except strategic investments in Bagrrys India Ltd) of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd into Oasis Securities Pvt Ltd; and Amalgamation of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (with residual business consisting of strategic investments in Bagrrys India Ltd) with Bagrrys India Ltd, means commencement of business on 1st April, 2017, or such other date as the Hon’ble Tribunal may approve.

8.4 “Appointed Date-2” which is relevant for the De-merger of Investment Business of Bagrrys India Ltd into Oasis Securities Pvt Ltd, means commencement of business on 1st May, 2017, or such other date as the Hon’ble Tribunal may approve.

8.5 “Appointed Date” means Appointed Date-1 and Appointed Date-2, collectively or any one of them as the context requires.

8.6 “Demerged Business-1” means Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd) of the Transferor Company No. 1-Bagrrys Finance Pvt Ltd which is proposed to be de-merged into the Resulting Company-Oasis Securities Pvt Ltd and includes the undertakings comprising of:8.6.1 All assets (whether movable or immovable, real or personal, corporeal or incorporeal,

present, future or contingent, tangible or intangible) of the Demerged Business-1 wherever situated pertaining thereto.

8.6.2 All present and future liabilities (including contingent liabilities) arising out of the activities or operations of the Demerged Business-1, including loans, debts, current liabilities and provisions, duties and obligations relatable to the Demerged Business-1.

8.6.3 Without prejudice to the generality of the above, Investment Business shall include in particular.a. All properties and assets of the Demerged Business-1 wherever situated;b. All rights, entitlements and other statutory permissions, approvals, consents, licenses,

registrations, goodwill, intellectual properties, investments, cash balances, the benefit of any deposits, financial assets, funds belonging to or proposed to be utilized for the Demerged Business-1, bank balances and bank accounts relating to the day to day operations and specific to the working of the Demerged Business-1; and all other fiscal and non-fiscal incentives, benefits and privileges which are available to or being availed by the Transferor Company No. 1 or which the Transferor Company No. 1 may be entitled to at any time for its Demerged Business-1, shall be continued to be available in the Resulting Company for the Demerged Business-1 after the proposed De-merger;

c. All records, files, papers, computer programs, manuals, data and other records, whether in physical form or electronic form in connection with or relating to the Demerged Business-1;

d. All duties and obligations, which are related to the Demerged Business-1;e. All advance money, earnest money and/or security deposit, if any, paid or received

by the Transferor Company No. 1 in connection with or relating to the Demerged Business-1;

8.6.4 For the purpose of this scheme, it is clarified that liabilities pertaining to the Demerged Business-1 include:

a. The liabilities which arise out of the activities or operations of the Demerged Business-1;

b. Specific loans and borrowings raised, incurred and utilized solely for the activities or operations of the Demerged Business-1;

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c. Liabilities other than those referred to in sub-clauses (a) and (b) above, being the amounts of general or multipurpose borrowings of the Transferor Company No. 1 allocated to the Demerged Business-1 in the same proportion in which the value of the assets transferred under this Scheme bear to the total value of the assets of the Transferor Company No. 1 immediately before giving effect to this Scheme;

8.6.5 All employees of the Transferor Company No. 1 employed in the Demerged Business-1, as identified by the Board of Directors of the Transferor Company No. 1, as on the effective Date;

8.6.6 Any question that may arise as to whether a specified asset or liability pertains or does not pertain to the Demerged Business-1 or whether it arises out of the activities or operations of the Demerged Business-1 shall be decided by mutual consent between the Board of Directors of the Transferor Company No. 1 and the Resulting Company.Performa Balance Sheet of the Demerged Business-1 of the Transferor Company No. 1 is set out in Schedule-1 to the Scheme of Arrangement.

8.7 “Demerged Business-2” means Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd) of the Transferor Company No. 2- Kanak Global Securities Pvt Ltd which is proposed to be de-merged into the Resulting Company-Oasis Securities Pvt Ltd and includes the undertakings comprising of:8.7.1 All assets (whether movable or immovable, real or personal, corporeal or incorporeal,


8.7.2 All present and future liabilities (including contingent liabilities) arising out of the activities or operations of the Demerged Business-2, including loans, debts, current liabilities and provisions, duties and obligations related to the Demerged Business-2.

8.7.3 Without prejudice to the generality of the above, Investment Business shall include in particular.

a. All properties and assets of the Demerged Business-2 wherever situated;

b. All rights, entitlements and other statutory permissions, approvals, consents, licenses, registrations, goodwill, intellectual properties, investments, cash balances, the benefit of any deposits, financial assets, funds belonging to or proposed to be utilized for the Demerged Business-2, bank balances and bank accounts relating to the day to day operations and specific to the working of the Demerged Business-2; and all other fiscal and non-fiscal incentives, benefits and privileges which are available to or being availed by the Transferor Company No. 2 or which the Transferor Company No. 2 may be entitled to at any time for its Demerged Business-2, shall be continued to be available in the Resulting Company for the Demerged Business-2 after the proposed De-merger;


d. All duties and obligations, which are related to the Demerged Business-2;

e. All advance money, earnest money and/or security deposit, if any, paid or received by the Transferor Company No. 2 in connection with or relating to the Demerged Business-2;





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8.7.6 Any question that may arise as to whether a specified asset or liability pertains or does not pertain to the Demerged Business-2 or whether it arises out of the activities or operations of the Demerged Business-2 shall be decided by mutual consent between the Board of Directors of the Transferor Company No. 2 and the Resulting Company.Performa Balance Sheet of the Demerged Business-2 of the Transferor Company No. 2 is set out in Schedule-2 to the Scheme of Arrangement.

8.8 “Demerged Business-3” or “Investment Business” means Investment Business of the Transferee Company-Bagrrys India Ltd which is proposed to be de-merged into the Resulting Company-Oasis Securities Pvt Ltd and includes the undertaking comprising of:8.8.1 All assets (whether movable or immovable, real or personal, corporeal or incorporeal,



8.8.3 Without prejudice to the generality of the above, Investment Business shall include in particular:


b. All rights, entitlements and other statutory permissions, approvals, consents, licenses, registrations, goodwill, intellectual properties, investments, cash balances, the benefit of any deposits, financial assets, funds belonging to or proposed to be utilized for the Demerged Business-3, bank balances and bank accounts relating to the day to day operations and specific to the working of the Demerged Business-3; and all other fiscal and non-fiscal incentives, benefits and privileges which are available to or being availed by the Transferee Company or which the Transferee Company may be entitled to at any time for its the Demerged Business-3, shall be continued to be available in the Resulting Company for the Demerged Business-1 after the proposed De-merger;



e. All advance money, earnest money and/or security deposit, if any, paid or received by the Transferee Company in connection with or relating to the Demerged Business-3;


a. The liabilities, which arise out of the activities or operations of the Demerged Business-3;

b. Specific loans and borrowings raised, incurred and utilized solely for the respective activities or operation of the Demerged Business-3;

c. Liabilities other than those referred to in sub-clauses (a) and (b) above, being the amounts of general or multipurpose borrowings of the Transferee Company, allocated to the Demerged Business-3 in the same proportion in which the value of the assets transferred under this Scheme bear to the total value of the assets of the Transferee Company immediately before giving effect to this Scheme;

8.8.5 All employees of the Transferee Company employed in the Demerged Business-3, as identified by the Board of Directors of the Transferee Company, as on the effective Date;

8.8.6 Any question that may arise as to whether a specified asset or liability pertains or does not pertain to the Demerged Business-3 or whether it arises out of the activities or operations of the Demerged Business-3 shall be decided by mutual consent between the Board of Directors of the Transferee Company and the Resulting Company.

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Performa Balance Sheet of the Demerged Business-3/Investment Business of the Transferee Company is set out in Schedule-3 to the Scheme of Arrangement.

8.9 “Effective Date” means last of the dates on which the certified copies of the Order(s) passed by the Hon’ble National Company Law Tribunal, sanctioning the Scheme of Arrangement, are filed with the concerned Registrar of Companies, Ministry of Corporate Affairs.

8.10 “National Company Law Tribunal” means appropriate Bench of the Hon’ble National Company Law Tribunal constituted under the Companies Act, 2013, having territorial jurisdiction to sanction the present Scheme of Arrangement and other connected matters. The National Company Law Tribunal has been referred to as the Tribunal/NCLT.

8.11 “Record Date-1” means the date to be fixed by the Board of Directors of the Transferor Companies No. 1 & 2 and/or the Resulting Company, with reference to which the eligibility of the shareholders of the Transferor Companies No. 1 & 2 for allotment of shares in the Resulting Company, pursuant to the De-merger of Demerged Business-1 & 2, in terms of this Scheme, shall be determined.

8.12 “Record Date-2” means the date to be fixed by the Board of Directors of the Transferor Companies No. 1 & 2 and/or the Transferee Company, with reference to which the eligibility of the shareholders of the Transferor Companies No. 1 & 2 for allotment of shares in the Transferee Company, pursuant to the Amalgamation, in terms of this Scheme, shall be determined.

8.13 “Record Date-3” means the date to be fixed by the Board of Directors of the Transferee Company and/or the Resulting Company, with reference to which the eligibility of the shareholders of the Transferee Company for allotment of shares in the Resulting Company, pursuant to the De-merger of Demerged Business-3, in terms of this Scheme, shall be determined.

Record Date-3 will also be used for the purpose of giving effect to the reduction in share capital of the Transferee Company pursuant to the de-merger of the Demerged Business-3 into the Resulting Company; and Re-organisation of Share Capital of the Transferee Company in terms of Part 5 of this Scheme.

8.14 “Record Date” means Record Date-1, Record Date-2 and Record Date-3, collectively or any one or more of them as the context requires.

8.15 “Registrar of Companies” means concerned Registrar of Companies, Ministry of Corporate Affairs having jurisdiction under the Companies Act, 2013, and other applicable provisions, if any, on the respective Companies.

8.16 “Remaining Business of the Transferee Company” means all the undertakings, businesses, activities and operations of the Transferee Company other than the Demerged Business-3.

8.17 “Residual Business of the Transferor Company No. 1” means strategic investments made by the Transferor Company No. 1 in Bagrrys India Ltd.


8.19 DE-MERGER OF DEMERGED BUSINESS OF BAGRRYS FINANCE PVT LTD AND KANAK GLOBAL SECURITIES PVT LTD INTO OASIS SECURITIES PVT LTD:With effect from the commencement of business on 1st April, 2017, i.e., the Appointed Date-1, subject to the provisions of the Scheme in relation to the modalities of transfer and vesting, respective Demerged Business-1 & 2 of the Transferor Companies No. 1 & 2, as defined in Clause 1.5 and 1.6, respectively, shall stand transferred to and vested in or deemed to be transferred to and vested into the Resulting Company, as a going concern, in the following manner:8.19.1 The whole of the undertaking and properties of Demerged Business-1 and 2 of the

Transferor Companies No. 1 & 2, respectively, shall, without any further act or deed or without payment of any duty, stamp duty, or other charges, stand transferred to and vested in or be deemed to be transferred to and vested in the Resulting Company, pursuant to the provisions contained in sections 230 and 232 of the Companies Act, 2013, and all other applicable provisions, if any, so as to vest in the Resulting Company, for all rights, title and interest pertaining to the Demerged Business-1 and 2 of the Transferor Companies No. 1 & 2, respectively.

8.19.2 All debts, liabilities, contingent liabilities, duties and obligations of every kind nature and description of the Transferor Companies No. 1 & 2 relating to the Demerged Business-1 & 2, respectively, shall also, under the provisions of Sections 230 and 232 and all other applicable provisions, if any, of the Act, and without any further act or deed, be transferred to or be deemed to be transferred to the Resulting Company, so as to become the debts, liabilities, contingent liabilities, duties and obligations of the Resulting Company, and it

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shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, contingent liabilities, duties and obligations have arisen in order to give effect to the provisions of this sub-clause.

8.19.3 All licenses, permissions, approvals, consents or NOCs given by various government departments and other competent authorities to the Transferor Companies No. 1 & 2 in relation to the Demerged Business-1 & 2, respectively, or otherwise held by the Transferor Companies No. 1 & 2, to implement or carry on the Demerged Business-1 & 2, shall stand vested in or transferred to the Resulting Company, without any further act or deed, and shall be appropriately mutated by the authorities concerned therewith in favour of the Resulting Company. The benefit of all statutory and regulatory permissions, registrations or other licenses, and consents shall vest in and become available to the Resulting Company, pursuant to the Scheme.

8.19.4 The transfer and vesting of the Demerged Business-1 & 2, as aforesaid, shall be subject to the existing securities, charges, mortgages and other encumbrances if any, subsisting over or in respect of the properties and assets or any part thereof pertaining to the Demerged Business-1 & 2, to the extent such securities, charges, mortgages, encumbrances are created to secure the liabilities forming part of Demerged Business-1 & 2.

8.19.5 Without prejudice to the generality of the provisions contained in aforesaid clauses, upon the Scheme becoming effective, requisite form(s) will be filed with the concerned Registrar of Companies for creation, modification and/or satisfaction of charge(s), to the extent required, to give effect to the provisions of this Scheme.

8.19.6 For the avoidance of doubt and without prejudice to the generality of the foregoing, it is clarified that in accordance with the provisions of relevant laws, consents, permissions, licenses, registrations, certificates, authorities, power of attorneys given by, issued to or executed in favour of Demerged Business-1 & 2; and the rights and benefits under the same and all other interests of the Demerged Business-1 & 2, be without any further act or deed, be transferred to and vested in the Resulting Company.

8.19.7 Upon the Scheme coming into effect, all taxes/ cess/ duties, direct and/ or indirect, payable by or on behalf of the Demerged Business-1 & 2 from the Appointed Date onwards, including all advance tax payments, tax deducted at source, any refunds or claims (including refunds or claims pending with the Revenue Authorities), shall, for all purposes, be treated as the tax/ cess/ duty, liability, advance tax payment, tax deducted at source, refund or claim, as the case may be, of the Resulting Company. The Resulting Company is expressly permitted to claim refunds/ credits in respect of any transaction between the Demerged Business-1 & 2 of the Transferor Companies No. 1 & 2 and the Resulting Company, if any.

8.19.8 Upon the Scheme becoming effective, all un-availed credits and exemptions, statutory benefits, including in respect of Income Tax (including MAT credit), CENVAT, Customs, VAT, Sales Tax, Service Tax, etc., relating to Demerged Business-1 & 2 to which the Transferor Companies No. 1 & 2 are entitled to, shall be available to and vest in the Resulting Company, without any further act or deed.

8.19.9 Upon this Scheme becoming effective, the Resulting Company is permitted to revise and file the respective income tax returns, including tax deducted at source certificates, sales tax/ value added tax returns, service tax returns and other tax returns for the period commencing on and from the Appointed Date, and to claim refunds/ credits, pursuant to the provisions of this Scheme.

8.19.10 Without prejudice to the generality of the above, all benefits, incentives, claims, losses, credits (including, without limitation income tax, service tax, excise duty, applicable state value added tax etc.) to which Demerged Business-1 & 2 of the Transferor Companies No. 1 & 2 are entitled to, in terms of applicable laws, shall be available to and vest in the Resulting Company from the Appointed Date.

8.20 AMALGAMATION OF BAGRRYS FINANCE PVT LTD AND KANAK GLOBAL SECURITIES PVT LTD (WITH RESIDUAL BUSINESS CONSISTING OF STRATEGIC INVESTMENTS IN BAGRRYS INDIA LTD) WITH BAGRRYS INDIA LTD8.20.1 After giving effect to the de-merger as provided under clause 8.19 above, with effect

from the commencement of business on 1st April, 2017, i.e., the Appointed Date-1,

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subject to the provisions of the Scheme in relation to the modalities of transfer and vesting, residual business of the Transferor Companies No. 1 & 2 consisting of strategic investments in Bagrrys India Ltd along with all connected benefits and interests arising to the Transferor Companies No. 1 & 2 (hereinafter collectively referred to as “the said assets”) shall, without any further act or deed or without payment of any duty or other charges, be transferred to and vested in the Transferee Company pursuant to the provisions of Section 232 of the Act, for all the estates, rights, titles and interest of the Transferor Companies therein so as to become the properties of the Transferee Company but, subject to mortgages, charges and encumbrances, if any, then affecting the undertaking of the Transferor Companies without such charges in any way extending to the undertaking of the Transferee Company.

8.20.2 Notwithstanding what is provided herein above, it is expressly provided that in respect to such of the said assets as are movable in nature or are otherwise capable of being transferred by physical delivery or by endorsement and delivery, the same shall be so transferred, with effect from the appointed date, by the Transferor Companies to the Transferee Company after the Scheme is duly sanctioned and given effect to without requiring any order of the Tribunal or any deed or instrument of conveyance for the same or without the payment of any duty or other charges and shall become the property of the Transferee Company accordingly.

8.20.3 On and from the Appointed Date, all liabilities, provisions, duties and obligations including Income Tax, Service Tax and other statutory liabilities, if any, of every kind, nature and description of the Transferor Companies (pertaining to the residual business of the Transferor Companies No. 1 & 2), whether provided for in the books of accounts of the Transferor Companies or not, shall devolve and shall stand transferred or be deemed to be transferred without any further act or deed, to the Transferee Company with effect from the Appointed Date and shall be the liabilities, provisions, duties and obligations of the Transferee Company.

8.20.4 Similarly, on and from the Appointed Date, all the taxes and duties including advance tax, tax deducted at source, tax collected at source, credit of MAT, self-assessment tax, service tax, paid by or on behalf of the Transferor Companies (pertaining to the residual business of the Transferor Companies No. 1 & 2) immediately before the amalgamation shall become or be deemed to be the property of the Transferee Company by virtue of the amalgamation. Upon the Scheme becoming effective, all the direct and indirect taxes paid (including, without limitation, income tax, minimum alternate tax, TDS, TCS, service tax, etc.) by the Transferor Companies (pertaining to the residual business of the Transferor Companies No. 1 & 2) from the appointed date, regardless of the period to which they relate, shall be deemed to have been paid for and on behalf of and to the credit of the Transferee Company as effectively as if the Transferee Company had paid the same.


8.20.6 On the Scheme becoming effective, the Transferee Company shall be entitled to file/revise income tax returns, TDS returns and other statutory filings and returns, filed by it or by the Transferor Companies under the Income Tax Act, 1961, service tax law and other tax laws, if required, and shall have the right to claim refunds, depreciation benefits, advance tax credits, etc., if any.

8.20.7 Upon the Scheme coming into effect, any obligation for deduction of tax at source on any payment made by or to be made by the Transferor Companies (pertaining to the residual business) shall be made or deemed to have been made and duly complied with by the Transferee Company.

8.20.8 Any refund under the Income Tax Act, 1961 or other applicable laws/ regulations dealing with taxes/ duties/ levies allocable or related to the residual business of the Transferor Companies due to Transferor Companies, consequent to the assessment made on Transferor Companies and for which no credit is taken in the accounts as on the date immediately preceding the Appointed Date shall also belong to and be received by the Transferee Company.

8.20.9 All other assets & liabilities of the Transferor Companies (pertaining to the residual business), which may not be specifically covered in the aforesaid clauses, shall also

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stand transferred to the Transferee Company with effect from the Appointed Date.8.20.10 Upon this Scheme becoming effective, the Transferor Companies No. 1 & 2 shall stand

dissolved without winding up process.8.20.11 On Dissolution of the Transferor Companies No. 1 & 2, the respective Certificate of

Registration as non-banking finance company issued by the Reserve Bank of India to the Transferor Companies No. 1 & 2, will stand cancelled. The Transferee Company, if so required, will surrender the Certificates of Registration issued by the RBI in favour of the Transferor Companies No. 1 & 2, and will take other necessary steps in this regard.

8.21 DE-MERGER OF DEMERGED BUSINESS OF BAGRRYS INDIA LTD INTO OASIS SECURITIES PVT LTDWith effect from the commencement of business on 1st May, 2017, i.e., the Appointed Date-2, subject to the provisions of the Scheme in relation to the modalities of transfer and vesting, the Demerged Business-3 of the Transferee Company, as defined in Clause 1.7, shall stand transferred to and vested in or deemed to be transferred to and vested into the Resulting Company, as a going concern, in the following manner:8.21.1 The whole of the undertaking and properties of the Demerged Business-3 of the

Transferee Company shall, without any further act or deed or without payment of any duty, stamp duty, or other charges, stand transferred to and vested in or be deemed to be transferred to and vested in the Resulting Company, pursuant to the provisions contained in sections 230 and 232 of the Companies Act, 2013, and all other applicable provisions, if any, so as to vest in the Resulting Company, for all rights, title and interest pertaining to the Demerged Business-3 of the Transferee Company.

8.21.2 All debts, liabilities, contingent liabilities, duties and obligations of every kind, nature and description of the Transferee Company, relating to the Demerged Business3 shall also, under the provisions of Sections 230 and 232 and all other applicable provisions, if any, of the Act, and without any further act or deed, be transferred to or be deemed to be transferred to the Resulting Company, so as to become the debts, liabilities, contingent liabilities, duties and obligations of the Resulting Company, and it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, contingent liabilities, duties and obligations have arisen in order to give effect to the provisions of this sub-clause.

8.21.3 All licenses, permissions, approvals, consents or NOCs given by various government departments and other competent authorities to the Transferee Company, in relation to the Demerged Business-3 or otherwise held by the Transferee Company to implement/carry on the Demerged Business-3, shall stand vested in or transferred to the Resulting Company, without any further act or deed, and shall be appropriately mutated by the authorities concerned therewith in favour of the Resulting Company. The benefit of all statutory and regulatory permissions, registrations or other licenses, and consents shall vest in and become available to the Resulting Company, pursuant to the Scheme.

8.21.4 The transfer and vesting of the Demerged Business-3, as aforesaid, shall be subject to the existing securities, charges, mortgages and other encumbrances if any, subsisting over or in respect of the property and assets or any part thereof pertaining to the Demerged Business-3, to the extent such securities, charges, mortgages, encumbrances are created to secure the liabilities forming part of Demerged Business-3.


8.21.6 For the avoidance of doubt and without prejudice to the generality of the foregoing, it is clarified that in accordance with the provisions of relevant laws, consents, permissions, licenses, registrations, certificates, authorities, power of attorneys given by, issued to or executed in favour of Demerged Business-3; and the rights and benefits under the same and all other interests of the Demerged Business-3, be without any further act or deed, be transferred to and vested in the Resulting Company.

8.21.7 Upon the Scheme coming into effect, all taxes/ cess/ duties, direct and/ or indirect, payable by or on behalf of the Demerged Business-3, from the Appointed Date onwards, including all advance tax payments, tax deducted at source, any refunds or claims (including refunds or claims pending with the Revenue Authorities), shall, for all purposes, be treated as the tax/ cess/ duty, liability, advance tax payment, tax deducted at source,

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refund or claim, as the case may be, of the Resulting Company. The Resulting Company is expressly permitted to claim refunds/ credits in respect of any transaction between the Demerged Business-3 of the Transferee Company and the Resulting Company, if any.

8.21.8 Upon the Scheme becoming effective, all un-availed credits and exemptions, statutory benefits, including in respect of Income Tax (including MAT credit), CENVAT, Customs, VAT, Sales Tax, Service Tax, etc., relating to Demerged Business-3 to which the Transferee Company are entitled to, shall be available to and vest in the Resulting Company, without any further act or deed.

8.21.9 Upon this Scheme becoming effective, the Transferee Company and the Resulting Company are permitted to revise and file their respective income tax returns, including tax deducted at source certificates, sales tax/ value added tax returns, service tax returns and other tax returns for the period commencing on and from the Appointed Date, and to claim refunds/ credits, pursuant to the provisions of this Scheme.

8.21.10 Without prejudice to the generality of the above, all benefits, incentives, claims, losses, credits (including, without limitation income tax, service tax, excise duty, applicable state value added tax etc.) to which Demerged Business-3 of the Transferee Company are entitled to, in terms of applicable laws, shall be available to and vest in the Resulting Company from the Appointed Date.

8.22 RE-ORGANISATION OF SHARE CAPITAL OF THE TRANSFEREE COMPANY8.22.1 The Transferee Company has some outside/non-promoter shareholders. Since the

Transferee Company is an un-listed company, there is no mechanism/platform available to these Shareholders to sell/dispose-off these shares, if they so wish. In order to provide an exit opportunity to all the outside/non-promoter shareholders, it is proposed to re-organise the share capital of the Transferee Company by cancelling the Equity Shares held by all the outside/non-promoter shareholders; and to issue 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `114 (one hundred fourteen) per share.

8.22.2 Accordingly, after the reduction of equity share capital by the Transferee Company in terms of the provisions of clause 4.2.2; and issue of equity shares by the Transferee Company on amalgamation in terms of the provisions of clause 3.2.1, Equity Shares in the Transferee Company held by all the outside/non-promoter shareholders shall, without any further act or application, be cancelled and equal number of 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `114 (one hundred fourteen) per share, credited as fully paid-up, shall be issued by the Transferee Company to all the outside/non-promoter shareholders.

It is, however, clarified that an outside/non-promoter shareholder is entitled to retain his/her/its equity shareholding in the Transferee Company by giving a notice of such intention to the Transferee Company any time up to the record date to be fixed for such purpose. In all the cases where the Transferee Company receives intimation from the non-promoter Shareholders to retain their equity shareholding in the Transferee Company, equity shares with respect to all such shareholders will not be cancelled and will not be replaced with 8% non-cumulative compulsorily redeemable Preference Shares.

8.22.3 8% non-cumulative compulsorily redeemable Preference Shares to be issued in terms of clause 5.1 above, shall be redeemed in terms of the provisions of the Companies Act, 2013, relating to redemption of preference shares, within a period of 20 (twenty) years from the date of issue of such shares at a premium of `114 (one hundred fourteen) per share. Preference Shares will also carry a put and call option available to the Company and the Holders of such shares for an early redemption.

8.22.4 Relevant equity share certificates issued by the Transferee Company with respect to all such outside/non-promoter shareholders (who have not given intimation of their intention to retain their equity shareholding in the Transferee Company) shall automatically stand cancelled and new preference share certificate(s) will be issued without surrender of the original equity share certificates to give effect to aforesaid re-organisation and other provisions of this Scheme. It is clarified that the Transferee Company will simultaneously implement and give effect to the different provisions of this Scheme with regard to issue of shares by the Transferee Company to the Shareholders of the Transferor Companies No. 1 & 2 on amalgamation, reduction of capital of the Transferee Company on de-merger of its demerged business into the Resulting Company; and Re-organisation of its Share Capital.

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8.22.5 Approval of this Scheme by the Shareholders and/or Creditors of the Transferor Companies, the Transferee Company and the Resulting Company, as the case may be, and sanction by the Hon’ble National Company Law Tribunal shall be sufficient compliance with the provisions of sections 230, 232 and 66 of the Companies Act, 2013, and other applicable provisions, if any, relating to the aforesaid re-organisation of share capital. Re-organisation of share capital would not involve either the diminution of any liability in respect of un-paid share capital or the payment to any shareholder of any paid-up share capital. The Transferee Company is not proposing any buy-back of shares from its shareholders.

8.22.6 It is clarified that no creditor of the Transferee Company will be adversely affected by the proposed re-organisation of share capital. Preference Shares to be issued in terms of clause 5.1 of the Scheme, shall be redeemed in accordance with the provisions of the Companies Act, 2013, relating to the redemption of preference shares.

8.23 OPERATIVE DATE OF THE SCHEME8.23.1 This Scheme shall be effective from the last of the dates on which certified copies of

order passed by the Tribunal under Sections 230 and 232 of the Companies Act, 2013, and other applicable provisions, if any, are filed in the office(s) of the concerned Registrar of Companies. Such date is called as the Effective Date.

8.23.2 Though this Scheme shall become effective from the Effective Date, the provisions of this Scheme, so far as they relate to the de- merger and amalgamation, shall be applicable and come into operation from the respective Appointed Dates.

8.24 IMPLEMENTATION OF THE SCHEME:Upon the sanction of this Scheme and upon this Scheme becoming effective, the following shall be deemed to have occurred in the sequence and in the order mentioned hereunder. Accordingly, the Scheme of Arrangement will be implemented in that order:i. De-merger of Investment and other NBFC Business (except strategic investments in

Bagrrys India Ltd) of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd into Oasis Securities Pvt Ltd, as provided in Part-2 of this Scheme;

ii. Amalgamation of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (with residual business consisting of strategic investments in Bagrrys India Ltd) with Bagrrys India Ltd, as provided in Part-3 of this Scheme;

iii. De-merger of Investment Business of Bagrrys India Ltd into Oasis Securities Pvt Ltd, as provided in Part-4 of this Scheme;

iv. Re-organisation of Share Capital of Bagrrys India Ltd, as provided in Part-5 of this Scheme.The aforesaid are the salient features of the Scheme. Please read the entire text of the Scheme to get acquainted with the complete provisions of the Scheme. 9. The proposed Scheme of Arrangement is for the benefit of the Transferor Companies No. 1 & 2, the

Resulting Company, the Transferee Company and their respective shareholders. It is fair and reasonable and is not detrimental to the interest of the public.

10. Valuation exercise has been carried out to determine the share swap ratio for the proposed Scheme of Arrangement. M/s Khandelia & Sharma, Chartered Accountants, New Delhi have prepared the Report on Valuation of Shares and Share Exchange Ratio. The Board of Directors of the Transferor Companies No. 1 & 2, the Resulting Company and the Transferee Company based on the Report on Valuation of Shares & Share Exchange Ratio of M/s Khandelia & Sharma, Chartered Accountants and on the basis of their independent evaluation and judgment, came to the conclusion that the proposed exchange ratio is fair and reasonable to the Shareholders of all the Companies.

A copy of the Report on Valuation of Shares & Share Exchange Ratio of M/s Khandelia & Sharma, Chartered Accountants, giving basis of valuation, valuation methodology and calculations, etc., is enclosed herewith.

11. The proposed Scheme of Arrangement has been unanimously approved by the respective Board of Directors of the Transferor Companies No. 1 & 2, the Resulting Company, the Transferee Company in the meetings held on 18th March, 2017. None of the Directors voted against or abstained from voting on the resolution for approving the Scheme of Arrangement in the aforesaid meetings.

Further, the present Explanatory Statement and other papers of the meetings scheduled to be convened under the supervision of the Hon’ble National Company Law Tribunal have also been approved unanimously, by the respective Board of Directors of the Transferor Companies No. 1 & 2, the Resulting Company, the Transferee Company in the meetings held on 6th May, 2017.

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12. The present Scheme of Arrangement, if approved by the respective meetings, will be subject to the subsequent approval of the Hon’ble National Company Law Tribunal. No other approval is required to be obtained from any government authority to the present Scheme of Arrangement.

13. No proceedings for inspection, inquiry or investigation under the provisions of the Companies Act, 2013, or under the provisions of the Companies Act, 1956, are pending against the Transferor Companies No. 1 & 2, the Resulting Company or the Transferee Company.

14. Promoters and/or Directors of Transferor Companies No. 1 & 2, the Resulting Company, the Transferee Company are deemed to be interested in the proposed Scheme of Arrangement to the extent of their share holding in, loan given to and remuneration drawn from, as the case may be, the respective Companies. Similarly, Key Managerial Personnel (KMP) of the Transferor Companies No. 1 & 2, the Resulting Company, the Transferee Company may also be deemed to be interested in the proposed Scheme to the extent of their share holding in, loan given to and remuneration drawn from, as the case may be, the respective Companies.

As mentioned elsewhere in this Statement, the Scheme of Arrangement proposes re-organisation of part Share Capital of the Transferee Company by cancelling the Equity Shares held by all non-promoter/outside shareholders and to issue 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `114 (one hundred fourteen) per share, on voluntary basis, in terms of the Scheme. Save the aforesaid, the proposed Scheme of Arrangement would not have any effect on the material interest of the Promoters, Directors and Key Managerial Personnel of the Transferor Companies No. 1 & 2, the Resulting Company, the Transferee Company different from that of the interest of other shareholders, creditors and employees of these Companies.

15. The proposed Scheme of Arrangement does not envisage any corporate debt restructuring. There is no proposal to restructure or vary the debt obligation of any of the Transferor Companies No. 1 & 2, the Resulting Company or the Transferee Company towards their respective creditors. The proposed Scheme of Arrangement will not adversely affect the rights of any of the creditors of the Transferor Companies, the Resulting Company and of the Transferee Company in any manner whatsoever.

16. Total amount due to Un-secured Creditors, as on 31st December, 2016, is given below:

Sl.No.

Total amount due to Un-secured Creditors in Amount`

1. Transferor Company No. 1-Bagrrys Finance Pvt Ltd 1,68,000

2. Transferor Company No. 2-Kanak Global Securities Pvt Ltd Nil

3. Resulting Company-Oasis Securities Pvt Ltd Nil

4. Transferee Company-Bagrrys India Ltd 5,44,95,683

17. The proposed Scheme of Arrangement will not have any adverse effect on the employees of the Transferor Companies No. 1 & 2, the Resulting Company or the Transferee Company.

18. The Scheme of Arrangement proposes re-organisation of part Share Capital of the Transferee Company by cancelling the Equity Shares held by all non-promoter/outside shareholders and to issue 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `114 (one hundred fourteen) per share, on voluntary basis, in terms of the Scheme.

19. A copy of the Scheme of Arrangement is being filed with the Concerned Registrar of Companies.20. A copy each of the un-audited Financial Statements (provisional) of the Transferor Companies No. 1 & 2,

the Resulting Company and the Transferee Company for 9 months period ended 31st December, 2016, are enclosed herewith.

21. The following documents will be available for inspection or for obtaining extracts from or for making or obtaining copies of, by the members and creditors at the registered office of the Transferor Companies No. 1 & 2, the Resulting Company and the Transferee Company on any working day from the date of this notice till the date of meeting between 11.00 A.M. to 4.00 P.M.:a. The Memorandum and Articles of Association of the Transferor Companies No. 1 & 2, the Resulting

Company and the Transferee Company.b. The Audited Financial Statements including the Consolidated Financial Statements, as the case

may be, of the Transferor Companies No. 1 & 2, the Resulting Company and the Transferee Company for the last 3 years ended 31st March, 2014, 31st March, 2015 and 31st March, 2016.

c. Un-audited Financial Statements (provisional) of the Transferor Companies No. 1 & 2, the Resulting Company and the Transferee Company for 9 months period ended 31st December, 2016.

d. Register of Particulars of Directors and KMP and their Shareholding, of the Transferor Companies

22

No. 1 & 2, the Resulting Company and the Transferee Company.e. Copy of Order dated 28th April, 2017, passed by the Hon’ble National Company Law Tribunal,

Chandigarh Bench, Chandigarh, in the joint Company Application No. CA (CAA) No. 6/Chd/HP of 2017 filed by the Transferor Companies No. 1 & 2, the Resulting Company and the Transferee Company, in pursuance of which the aforesaid meetings are scheduled to be convened and other meetings have been dispensed with.

f. Paper Books and proceedings of the joint Company Application No. CA (CAA) No. 6/Chd/HP of 2017.

g. Copy of the Report on Valuation of Shares & Share Exchange Ratio of M/s Khandelia & Sharma, Chartered Accountants.

h. Copies of the Certificates issued by the respective Statutory Auditors of the Transferor Companies No. 1 & 2, the Resulting Company and the Transferee Company to the effect that the accounting treatment proposed in the Scheme of Arrangement is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013

i. Copy of the proposed Scheme of Arrangement.22. A copy of the Scheme of Arrangement, Explanatory Statement and Form of Proxy, Attendance Slip and

other annexures may be obtained free of charge on any working day (except Saturday) prior to the date of meeting, from the registered office of the Transferee Company or from the office of its Legal Counsel-Mr Rajeev K Goel, Advocate, M/s Rajeev Goel & Associates, Advocates and Solicitors, 785, Pocket-E, Mayur Vihar-II, NH-24, Delhi-110 091, India, Mobile: 093124 09354, e-mail: [email protected].

23. Please note that the persons to whom notice of these meetings is being sent may vote in the respective meetings either in person or by proxies. In addition to the above, Shareholders of the Transferee Company may also vote through electronic means. Instructions for voting through electronic means is being sent along with the notice of meeting of the Shareholders.


For and on behalf of the Board of DirectorsFor Bagrrys Finance Pvt Ltd

Sd/-Shyam Bagri DirectorDirectorDIN: 00197577

For and on behalf of the Board of DirectorsFor Kanak Global Securities Pvt Ltd

Sd/-Laxmi Narayan Mundhra DirectorDIN: 00218514

For and on behalf of the Board of DirectorsFor Oasis Securities Pvt Ltd

Sd/-Laxmi Narayan Mundhra DirectorDIN: 00218514


Sd/-Sushil Kumar Chetani Whole time DirectorDIN: 00217325

23

Report on Valuation of Shares and Share Exchange RatioPreamble: There is a proposal for (a) De-merger of Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd) of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd into Oasis Securities Pvt Ltd; (b) Amalgamation of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (with re-sidual business consisting of strategic investments in Bagrrys India Ltd) with Bagrrys India Ltd; (c) De-merger of Investment Business of Bagrrys India Ltd into Oasis Securities Pvt Ltd; and (d) Re-organisation of Share Capital of Bagrrys India Ltd,to be implemented through a Scheme of Arrangement under the Companies Act, 2013, and other applicable provisions, if any. We have been retained to carry out the valuation exercise and to advise share swap ratio for the aforesaid de-mergers, amalgamation and re-organisation of share capital.

We, accordingly, report as under:1. Objective: The objective of the present valuation process is to work out a share exchange ratio aforesaid

de-mergers, amalgamation and re-organisation of share capital, for the purpose of the proposed Scheme of Arrangement.

2. Scope/Limitation: The Valuation exercise carried out by us does not constitute an audit carried out in accordance with Generally Accepted Accounting Principles/Auditing Standards. Accordingly, we do not express any opinion on the financial statements, assumptions underlying such financial statements and representations of management included in the Valuation Report. We do not provide any assurance that the financial information or assumptions, upon which these have been based, are accurate.

In carrying out the valuation, we have entirely relied upon the financial statements of the concerned Com-panies, assumptions and other information & explanations provided by the management and discussions with the management from time to time regarding operations of these Companies.

3. Disclaimer: This Report is a private and confidential document prepared under the specific instructions of the client(s). It is for the internal use of the client(s) only and is not meant for external circulation except to any statutory agency or competent authority for the purpose of the proposed Scheme. Any person making any investment or taking other decision on reliance of this report will be doing so at its/ his sole risk. We shall not be responsible for any decision taken by anybody on reliance of this report.

4. Brief Profile of the Companies:4.1 Bagrrys Finance Pvt Ltd [Corporate Identification No. (CIN): U 65921 HP 1995 PTC 006412]

(the Transferor Company No. 1) was originally incorporated under the provisions of the Compa-nies Act, 1956, as a public limited company with the name and style as ‘Bagrrys Finance Ltd’ vide Certificate of Incorporation dated 1st March, 1995 issued by the Registrar of Companies, Delhi & Haryana, New Delhi. The Company was issued Certificate for Commencement of Business dated 7th April, 1995 by the ROC, New Delhi. Subsequently, the Company was converted into a private limited companyand name of the Company was changed to ‘Bagrrys Finance Pvt Ltd’ vide Fresh Certificate of Incorporation dated 21st November, 2013. Registered Office of the Company was shifted from the NCT of Delhi to the State of Himachal Pradesh as approved by the Hon’ble Re-gional Director, Northern Region, Ministry of Corporate Affairs, New Delhi vide Order dated 22nd November, 2016. The Registrar of Companies, Himachal Pradesh, Chandigarh, registered the aforesaid order and allotted a new CIN to the Company.

4.2 Kanak Global Securities Pvt Ltd [Corporate Identification No. (CIN): U 67120 HP 1996 PTC 006411] (the Transferor Company No. 2) was originally incorporated under the provisions of the Companies Act, 1956, as a public limited company with the name and style as ‘Kanak Global Securities Ltd’ vide Certificate of Incorporation dated 25th January, 1996 issued by the Registrar of Companies, Delhi & Haryana, New Delhi. The Company was issued Certificate for Commence-ment of Business dated 7th February, 1996 by the ROC, New Delhi. Subsequently, the Company was converted into a private limited companyand name of the Company was changed to ‘Kanak Global Securities Pvt Ltd’ vide Fresh Certificate of Incorporation dated 24th March, 2006. Regis-tered Office of the Company was shifted from the NCT of Delhi to the State of Himachal Pradesh as approved by the Hon’ble Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi vide Order dated 22nd November, 2016. The Registrar of Companies, Himachal Pradesh, Chandigarh, registered the aforesaid order and allotted a new CIN to the Company.

4.3 Oasis Securities Pvt Ltd [Corporate Identification No. (CIN): U 74899 HP 1995 PTC 006436] (the Resulting Company) was incorporated under the provisions of the Companies Act, 1956, vide Certificate of Incorporation dated 1st March, 1995 issued by the Registrar of Companies, Delhi & Haryana, New Delhi. Registered Office of the Company was shifted from the NCT of Delhi to the State of Himachal Pradesh as approved by the Hon’ble Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi vide Order dated 19th December, 2016. The Registrar of Companies, Himachal Pradesh, Chandigarh, registered the aforesaid order and allotted a new CIN to the Company.

24

4.4 Bagrrys India Ltd [Corporate Identification No. (CIN): U 15497 HP 1986 PLC 006447] (the Trans-feree Company) was originally incorporated under the provisions of the Companies Act, 1956, as a private limited company with the name and style as ‘Ghaziabad Protein Food Pvt Ltd’ vide Certificate of Incorporation dated 23rdOctober, 1986 issued by the Registrar of Companies, Delhi & Haryana, New Delhi. The Company was converted into a public limited companyand name of the Company was changed to ‘Ghaziabad Protein Food Ltd’ vide Fresh Certificate of Incorpora-tion dated 1st January, 1987. Thereafter, name of the Company was changed to its present name ‘Bagrrys India Ltd’ vide Fresh Certificate of Incorporation dated 28th October, 1994 issued by the Registrar of Companies, New Delhi. Registered Office of the Company was shifted from the NCT of Delhi to the State of Himachal Pradesh as approved by the Hon’ble Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi vide Order dated 19th December, 2016. The Reg-istrar of Companies, Himachal Pradesh, Chandigarh, registered the aforesaid order and allotted a new CIN to the Company.

4.5 Registered offices of the all the four Companiesare situated at Plot No. 28 and 41, HIMUDA Indus-trial Area, Bhatoli Kalan, Baddi-173 205, District Solan, Himachal Pradesh.

5. As mentioned above, the Scheme of Arrangement is proposed for the following: a. De-merger of Investment and other NBFC Business (except strategic investments in Bagrrys India

Ltd) (Demerged Business 1 & 2, respectively) of Bagrrys Finance Pvt Ltd and Kanak Global Secu-rities Pvt Ltd into Oasis Securities Pvt Ltd;

b. Amalgamation of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (with residual busi-ness consisting of strategic investments in Bagrrys India Ltd) with Bagrrys India Ltd;

c. De-merger of Investment Business (Demerged Business 3) of Bagrrys India Ltd into Oasis Secu-rities Pvt Ltd; and

d. Re-organisation of Share Capital of Bagrrys India Ltd. 6. All the Transferor Companies, the Resulting Company and the Transferee Company are un-listed

Group Companies under common shareholding, management and control.7. Valuation methodologies for De-merger:

a. Unlike merger/amalgamation, there is no prescribed method or guidelines for determining share exchange ratio for de-merger. In fact several High Courts have held that in case of de-merger, no formal Share Valuation is required.

b. Section 2(19AA) of the Income Tax Act, 1961, provides that in case of a de-merger, assets and liabilities of demerged business have to be transferred at values appearing in the books of account of the Demerged Company immediately before such de-merger. Section 2(19AA) further provides that the Resulting Company must issue, in consideration of the de-merger, its shares to the share-holders of the Demerged Company on a proportionate basis.

c. The present exercise primarily involves valuation of respective De-merged Business of the Trans-feror Companies No. 1 & 2 and the Transferee Company; calculation of fair value of shares of the Resulting Company; and to recommend the number of shares to be issued by the Resulting Company to the shareholders of Transferor Companies No. 1 & 2and Transferee Company, in consideration of the De-merger. Hence, the valuation of the remaining business of the Transferor Companies No. 1 & 2 and the Transferee Company is not relevant for the purpose of the proposed de-merger.

d. Performa Balance Sheets of the respective Demerged Business 1, 2 &3 have been prepared as on basis of the latest Audited Balance Sheet as at 31st March, 2016. Net asset value of the respective de-merged business of the Transferor Companies No. 1 & 2 and the Transferee Company is taken on the basis of such Performa Balance Sheets as on 31st March, 2016.

e. Management of the Companies in the Scheme of Arrangement have decided that in consideration of the proposed de-merger of the Demerged Business 1, 2 & 3, the Resulting Company should issue 8% non-cumulative compulsorily redeemable Preference Shares (CRPS) of `10 each to the share-holders of the Transferor Companies No. 1 & 2 and the Transferee Company, in the ratio of 1:1.

8. Valuation methodologies for Merger: a. There are a number of techniques/methods for valuation of shares. According to a High Court

statement: “The valuation of shares is a technical matter which requires considerable skill and expertise. There are bound to be differences of opinion as to the correct value of the shares of the Company. Simply because it is possible to value the shares in a manner different from the one adopted in a given case, it cannot be said that the valuation agreed upon has been unfair.”

b. In the present case,Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd are proposed to be merged with Bagrrys India Ltd with theirrespective residual business,after De-merger of the Demerged Business 1 & 2, respectively. Their respective residual businessesconsistof strategic investments in Bagrrys India Ltd only and there is no other asset and liability. Accordingly, in consideration of the proposed merger, Bagrrys India Ltd will issue 10,06,600 Equity Shares and 3,34,000 Equity Shares, being the exact number of Equity Shares of Bagrrys India Ltd held by Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd as part of their residual business.

25

In the peculiar circumstances of the present case, no further calculation is required to determine the share exchange ratio for the aforesaid merger.

9. Valuation methodologies for re-organisation of Share Capital: a. We were informed that Bagrrys India Ltd has some outside/non-promoter shareholders. Since

the Transferee Company is an un-listed company, there is no mechanism/platform available to these Shareholders to sell/dispose-off these shares, if they so wish. In order to provide an exit opportunity to all the outside/non-promoter shareholders, the Company is proposing to re-organ-ise the share capital, on voluntary basis, by cancelling the Equity Shares held by all the outside/non-promoter shareholders; and to issue 8% non-cumulative compulsorily redeemable Preference Shares, in the ratio of 1:1.

b. We have calculated the net assets value of the remaining business of Bagrrys India Ltd after de-merger of the Demerged Business 3 into the Resulting Company.

10. Share Exchange Ratio for the proposed De-merger of Demerged Business 1 & 2: On the basis of valuation exercise and after rounding off, we recommend the following Share Swap Ratio for the pro-posed de-merger:a. The Resulting Company-Oasis Securities Pvt Ltd will issue 1 (one) 8% non-cumulative compulso-

rily redeemable Preference Shares of `10 each at a premium of `12 (Rupees twelve) per share, credited as fully paid up, for every 1 (one) Equity Share of `10 each held in the Transferor Compa-ny No. 1-Bagrrys Finance Pvt Ltd.

b. The Resulting Company-Oasis Securities Pvt Ltd will issue 1 (one) 8% non-cumulative compulso-rily redeemable Preference Shares of `10 each at a premium of `14 (Rupees fourteen) per share, credited as fully paid up, for every 1 (one) Equity Share of `10 each held in the Transferor Compa-ny No. 2-Kanak Global Securities Pvt Ltd.

11. Share Exchange Ratio for the proposed Amalgamation:a. The Transferee Company-Bagrrys India Ltd will issue 10,06,600 (ten lakh six thousand six hun-

dred) Equity Shares of `10 each, credited as fully paid up, to the Shareholders of the Transferor Company No. 1 in proportion to their shareholding in the Transferor Company No. 1-Bagrrys Fi-nance Pvt Ltd.

b. The Transferee Company-Bagrrys India Ltd will issue 3,34,000 (three lakh thirty four thousand) Equity Shares of `10 each, credited as fully paid up, to the Shareholders of the Transferor Com-pany No. 2in proportion to their shareholding in the Transferor Company No. 2-Kanak Global Securities Pvt Ltd.

12. Share Exchange Ratio for the proposed De-merger of Demerged Business 3:On the basis of valu-ation exercise and after rounding off, we recommend the following Share Swap Ratio for the proposed de-merger:a. The Resulting Company-Oasis Securities Pvt Ltd will issue 1 (one) 8% non-cumulative compulso-

rily redeemable Preference Shares of `10 each at a premium of `247 (Rupees two hundred forty seven) per share, credited as fully paid up, for every 1 (one) Equity Share of `10 each held in the Transferee Company-Bagrrys India Ltd.


13. Share Exchange Ratio for the proposed Re-organisation of Share Capital: After the reduction of equity share capital on de-merger and issue of equity shares on amalgamation, as recommended above, the Transferee Company-Bagrrys India Ltd will issue 8% non-cumulative compulsorily redeemable Pref-erence Shares of `10 each at a premium of `114 (one hundred fourteen) per share, on cancelling of the Equity Shares held by the non-promoter/outside shareholders in the ratio of 1:1.

14. 8% non-cumulative compulsorily redeemable Preference Sharesto be issued on de-merger and re-or-ganisation of capital, etc., will be redeemed at the respective premium per share at which these CRPS have been issued.

15. Separate workings of Valuation and Performa Balance Sheets of the demerged business, etc., are en-closed herewith.

For Khandelia & Sharma Chartered Accountants Firm Registration No.: 510525C

S/D Arun Khandelia Partner Membership No: 089125Date: 9th March, 2017Place: New DelhiEncl: as above

26

Bagrrys Finance Pvt Ltd Calculation of Net Asset Value

(As on March 31, 2016)

Particulars Amount (Rs. In Lakh) Investment &

Other NBFC Business*

Remaining Business

Total

Non Current Assets

Non Current Investments 635.23 203.92 839.15

Long Term Loans & Advances 2.58 2.58

Current Assets

Current Investments 4.30 4.30

Cash & Cash Equivlent 0.17 0.17

Short term loans & advances 5.26 5.26

Other Current Assets 15.57 15.57

Total Assets (A) 663.11 203.92 867.03 Non Current Liabilities Long Term Provisions 2.11 2.11

Current Liabilities

Other Current Liabilities 2.04 2.04

Short Term Provisions 3.05 3.05

Total Liabilities (B) 7.20 0.00 7.20

Net Asset Value (A-B) 655.91 203.92 859.83

* except strategic investments in Bagrrys India Ltd

27

Kanak Global Securities Pvt Ltd Calculation of Net Asset Value

(As on March 31, 2016)Particulars Amount (Rs. In Lakh)

Investment & Other NBFC

Business*

Remaining Business

Total

Non Current Assets


Current Assets

Cash & Cash Equivlent 0.11 0.11

Short term loans & advances 18.80 18.8

Other Current Assets 6.72 6.72

Total Assets (A) 231.74 44.92 276.66

Non Current Liabilities

Long Term Provisions 0.67 0.67

Current Liabilities

Other Current Liabilities 0.11 0.11

Short Term Provisions 1.44 1.44



* except strategic investments in Bagrrys India Ltd

28

Oasis Securities Pvt Ltd Calculation of Net Asset Value

(As on March 31, 2016)Particulars Amount (Rs. In

Lakh)Non Current Assets

Non Current Investments 1120.78

Current Assets

Cash & Cash Equivlent 3.02

Short term loans & advances 216.56

Other Current Assets 29.59

Total Assets (A) 1369.95 Non Current Liabilities Long Term Provisions 3.28

Current Liabilities

Other Current Liabilities 0.14

Short Term Provisions 7.80

Total Liabilities (B) 11.22

Net Asset Value (A-B) 1358.73No. of Equity Shares (face value of Rs. 10 each) 3,209,526

Net Asset Value (NAV) Per Equity Share (In Rs.) 42.33

29

Bagrrys India Ltd Calculation of Net Asset Value

(As on March 31, 2016)

Particulars Amount (Rs. In Lakh) Investment

DivisionRemaining Business

Total

Non Current Assets

Fixed Assets 38.61 813.75 852.36


Long Term Loans & Advances 299.09 449.96 749.05

Other Non Current Assets 0.00 56.62 56.62

Current Assets

Current Investments 449.09 0.00 449.09

Inventories 0.00 492.77 492.77

Trade Receivables 0.00 288.79 288.79

Cash & Cash Equivalent 7.55 6.06 13.61

Short term loans & advances 8.27 45.50 53.77

Other Current Assets 122.53 51.94 174.47

Total Assets (A) 8297.07 2205.39 10502.46 Non Current Liabilities Long Term Provisions 0.00 17.00 17.00

Deferred tax Liabilities (Net) 0.00 50.81 50.81

Other long term liabilities 0.00 30.98 30.98

Current Liabilities

Trade Payables 0.01 338.69 338.70

Short term borrowings 0.00 358.17 358.17

Short Term provisions 0.00 32.13 32.13

Other Current Liabilities 4.65 377.28 381.93



30

Calculation of Share Swap for the purpose of demerger of Investment & Other NBFC Business of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd into

Oasis Securities Pvt Ltd

Particulars Bagrrys Finance Pvt Ltd

Kanak Global Securities Pvt Ltd

NAV per equity share of the Investment & Other NBFC Business (Rs. In Lakh)

655.91 229.52

Share Swap Ratio [CRPS for every 1 Equity Shares in Transferor Company]

1 1

Pre-Demerger No. of Equity Shares in Transferor Companies 3000000 961900

Number of CRPS to be issued by Oasis Securities Pvt Ltd to the equity shareholders of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd in the ratio of 1:1

3000000 961900

Securities Premium Account per CRPS to be issued upn demerger (In Rs.) 11.86 13.86

Total Value of CRPS issued upon De-merger (Rs. In Lakh) 655.91 229.52

31

Calculation of Share Swap upon amalgamation of Remaining Business of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd into

Bagrrys India Limited

Total Number of shares held in Bagrrys India Ltd No. of shares Number of Equity Shares held by Bagrrys Finance Pvt Ltd in Bagrrys India Ltd 1,006,600

Number of Equity Shares held by Kanak Global Securities Pvt Ltd in Bagrrys India Ltd 334,000

Total Number of equity shares held by Transferor Companies in Bagrrys India Ltd. 1,340,600 Total Number of equity shares to be issued by Bagrrys India Ltd. to the equity shareholders of Bagr-rys Finance Pvt Ltd

1,006,600

Total Number of equity shares to be issued by Bagrrys India Ltd. to the equity shareholders of Kanak Global Securities Pvt Ltd

334,000

Total Number of equity shares to be issued by Bagrrys India Ltd. upon amalgamation 1,340,600

32

Calculation of Share Swap for the purpose of demerger of Investment Business of Bagrrys India Ltd into Oasis Securities Pvt Ltd

Particulars

Bagrrys India LtdNAV of the Investment Division (Rs. In Lakh) 8292.41

Share Swap Ratio [CRPS for every 1 Equity Shares held in Baggrys India Ltd] 1

Pre-Demerger No.of Equity Shares in Bagrrys India Ltd 3226300

Number of CRPS to be issued by Oasis Securities Pvt Ltd to the equity shareholders of Bagr-rys India Ltd in the ratio of 1:1

3226300

Securities Premium Account per CRPS to be issued upn demerger (In Rs.) 247.03

Total Value of CRPS issued upon De-merger (Rs. In Lakh) 8292.41

Post Demerger, the nominal value and the issued, subscribed and paid-up per equity share is proposed to be reduced by 75%

Post demerger and reduction in the capital; the number of equity shares of Rs. 10 each left in Bagrrys India Ltd

806575

33

Capital Re-organization in Bagrrys India Ltd

Net Asset value of the Remaining Business of Bagrrys India Ltd (Rs.in lakh) 1,000.33

No. of outstanding equity shares (post demerger & post reduction in capital by 75%) 806,575

Fair Value per share of the Remaining Business (Rs.) 124.02

Securities Premium Account per CRPS upon re-organization of equity share capital (Rs.) 114.02

34

BAGRRYS FINANCE PRIVATE LIMITEDCIN No:U65921HP1995PTC006412

Provisional Balance Sheet as at 31st December, 2016Particulars Note

No.As at

31.12.2016

EQUITY AND LIABILITIES

Shareholder’s Funds

Share Capital 2 30000000

Reserves and Surplus 3 58748762

Non-Current Liabilities

Long-Term Provisions 4 220000

Current Liabilities

Other Current Liabilities 5 168000

Short-Term Provisions 6 270000

TOTAL 89406762

ASSETS

Non-Current Assets

Non-Current Investment 7 87639516

Long Term Loans and Advances 8 258425

Current Assets

Cash and Bank Balances 9 99397

Short-Term Loans and Advances 10 380688

Other Current Assets 11 1028736

TOTAL 89406762

For and on behalf of the Board

Sd/- Sd/-SHYAM BAGRI SUSHIL KR. CHETANIDIRECTOR DIRECTORDIN - 00197577 DIN - 00217325

Place : DelhiDate : 10/01/2017

35


Provisional Statement of Profit and Loss for the period ended 31st December, 2016Particulars Note

No.For the year

ended31.12.2016

REVENUE

Revenue from Operations 12 2716489

Other Income 13 366878

Total Revenue 3083367

EXPENSES

Other Expenses 14 48373

Total Expenses 48373

Profit before Tax 3034994

Tax Expenses:

Less : Current Tax 270000

Profit for the Year 2764994




36


Notes on Provisional Financial Statements for the period ended 31st December, 2016

2. SHARE CAPITAL

As at 31.12.2016

Authorised Share Capital:

3500000 Equity Shares of Rs. 10/- each. 35000000 35000000

Issued, Subscribed and Paid up Capital:

3000000 Equity Shares of Rs. 10/- each Fully Paid up 30000000

TOTAL 30000000

2.1 There is no movement in the Share Capital during the year

2.2 The details of Shareholders holding more than 5% shares :

Name of the Shareholder As at 31.12.2016

No. of Shares

% held

Oasis Securities Private Limited 1203200 40.11

Shri Shyam Bagri 1495300 49.84

2.3 The reconciliation of the number of shares outstanding is set out below :

Particulars As at 31.12.2016

No. of Shares

Amount

Equity Shares at the beginning of the year 3000000 30000000

Add : Shares issued during the year - -

Less : Shares cancelled on buy back of Equity Shares - -

Equity Shares at the end of the year 3000000 30000000

3. RESERVE & SURPLUS As at

31.12.2016

3.1 Statutory Reserve Fund

Opening Balance 11235200

Addition/(Deduction) during the year 600000

Closing Balance 11835200

3.2 Surplus in Statement of Profit & Loss

Opening Balance 44748568

Add: Profit for the year 2764994

Less: Transfer to Statutory Reserve Fund @ 20% of Net Profit during the year (600000)

Closing Balance 46913562

TOTAL 58748762

37

4. LONG-TERM PROVISIONS

As at 31.12.2016

Contingency Provision against Standard Assets 220000

220000

5. OTHER CURRENT LIABILITIES

As at 31.12.2016

Payables

Securities Payable 168000

TOTAL 168000

6. SHORT TERM PROVISIONS

As at 31.12.2016

Provision for Taxation 270000

TOTAL 270000

7. NON-CURRENT INVESTMENTS

Particulars Face Value

Nos As at 31.12.2016

Stock of Immovable Properties 4261359

Unquoted Investments in Shares at cost 20392026

Quoted Investments at cost 45239216

Investments in Units of Mutual Funds 17746915

TOTAL 87639516

7.1 The details of Immovable Properties :

Flats 4261359

7.2 The details of Unquoted Investments in Equity Shares at cost:

Bagrrys India Limited 10 1006600 20392026

TOTAL 20392026

7.3 The details of quoted Investments at cost:

(a)Tax Free Bonds/Debentures :

8.10 % Indian Railway Finance Corporation Ltd 1000 5111 5111000

8.12 % Rural Electrification Corportation Ltd 1000 11023 11023000

8.30 % National Highway Authority of India 1000 7615 7615000

8.46% Rural Electrification Corportation Ltd 1000 9200 9200000

8.50% National Highway Authority of India 1000 800 800000

8.51% Housing and Urban Develop. Corp. Ltd 1000 300 300000

8.66% NTPC Ltd 1000 475 475000

8.76% National Housing Bank 5000 76 380000

TOTAL (a) 34904000

38

Particulars Face Value

Nos As at 31.12.2016

(b) Investments in Equity Shares (Quoted)

Ansal Properties & Infrastructure Ltd 5 3000 1135592

Electrosteel Casting Limited 1 5000 472200

Jet Airways (I) Limited 10 1000 958216

Mercator Lines Limited 1 40000 2182524

Reliance Communication Limited 10 1000 738673

Vedanta Limited 1 600 258103

Neon Resins & Industries Ltd 10 70000 280000

Simplex Infrastructures Ltd 2 2265 40668

TOTAL (b) 6065976

(c) Bonds/Debentures :

11.80% Tata Steel Ltd. NCD Perpetual 10 Lakh 4 4269240

TOTAL (a+b+c) 45239216

7.4 Investments in Units of Mutual Funds

Birla Sunlife Frontline Equity Fund 10 136401 5000000

ICICI Prudential India Recovery Fund Series 3 10 100000 1000000

Reliance Dynamic Bond Fund- Growth Plan 10 265372 4000000

Reliance Income Fund- Bonus Option 10 55481 -

[55480.553 Bonus units]

Reliance Gilt Securities Fund 10 184826 4052942

HDFC Equity Fund-Dividend Reinvest 10 20230 1173853

HDFC Prudence Fund-Dividend Reinvest 10 68449 2520120

JM Arbitrage Advantage Fund- Bonus Option 10 69811 -


TOTAL 17746915

8. LONG TERM LOANS AND ADVANCES

As at 31.12.2016

Security Deposit 190921

Income Tax Under Protest 67504

258425

9. CASH AND BANK BALANCES

As at 31.12.2016

Cash & Cash Equivalent Balance with bank 99397

TOTAL 99397

10. SHORT TERM LOANS AND ADVANCES As at

31.12.2016Adavce Income Tax & TDS 380688

TOTAL 380688

39

11. OTHER CURRENT ASSETS As at

31.12.2016Interest Accrued on Tax Free Bonds 858248

Interest Accrued on Bonds 134488

Rent Receivable 36000

TOTAL 1028736

12. REVENUE FROM OPERATIONS As at

31.12.2016Dividend Received 185452

Interest on Bonds 355616

Interest on Tax Free Bonds 2175421

TOTAL 2716489

13. OTHER INCOME As at

31.12.2016Long Term Capital Gain on sale of Investments (447500)

Short Term Capital Gain on sale of Investments 77943

Rent Received 736435

TOTAL 366878

14. OTHER EXPENSES As at

31.12.2016Legal & Professional Charges 8626

Printing & Stationery 800

Maintenance Charges 32952

Share Transfer/Demat Expenses 1090 Contingent Provision Against Standard Assets 9000

Bank Charges 105

Filing Fees 14200

Misc. Expenses 112

Advertisement Expenses 5754

Sundries Balance written off (24266)

TOTAL 48373




40

Kanak Global Securities Private LimitedCIN-U67120HP1996PTC006411

Provisional Balance Sheet as at 31st December, 2016

Particulars Note No.

As at 31.12.2016







Current Liabilities


TOTAL 29351619

ASSETS Non-Current Assets Non-Current Investment 6 25873607

Current Assets

Cash and Cash Equivalents 7 1066309

Short-term loans and advances 8 1921758

Other Current Assets 9 489945

TOTAL 29351619


Sd/- Sd/-(Laxmi Narayan Mundhra) (Ravindra Kumar Sharma)Director DirectorDIN - 00218514 DIN - 00254512

Place : New DelhiDate : 10/01/2017

41

Kanak Global Securities Private Limited

CIN-U67120HP1996PTC006411Provisional Statement of Profit and Loss for the period ended 31st December, 2016

Particulars

Note No.

For the yea ended

31.12.2016

REVENUE

Revenue from Operations 10 750634



EXPENSES

Other Expenses 12 23546



Tax Expenses:

Less : (1) Current tax 174544

(2) Mat Credit Entitlement (174544)





42

Notes on Provisional Financial Statements for the period ended 31st December, 20162. SHARE CAPITAL

As at31.12.2016

Authorised Share Capital:

1000000 Equity Shares of Rs. 10/- each. 10000000

10000000

Issued, Subscribed and Paid up Capital:

961900 Equity Shares of Rs. 10/- each. 9619000

TOTAL 9619000

2.1 There is no movement in the Share Capital during the year

2.2 The details of Shareholders holding more than 5% shares :Name of the Shareholder

As at 31 December 2016 No. of

Shares % held

Shri Shyam Bagri 424000 44.08%

Shyam Bagri - HUF 155400 16.15%

Smt. Savita Bagri 332500 34.57%

Shri Aditya Bagri 50000 5.20%

2.3 The reconciliation of the number of shares outstanding is set out below :Particulars As at

31 December 2016No. of

SharesAmount



Less : Shares cancelled on buy back of Equity Shares - -


3. RESERVE & SURPLUSAs at

31.12.20163.1 Security Premium Opening Balance 560000 Addition/(Deduction) during the year - Closing Balance 560000 3.2 Statutory Reserve Fund Opening Balance 3456000 Addition/(Deduction) during the year 333000 Closing Balance 3789000 3.3 Surplus in Statement of Profit & Loss Opening Balance 13808717 Add: Profit for the year 1664058 Less: Transfer to Statutory Reserve Fund (333000)Closing Balance 15139775

TOTAL 19488775

43

4. LONG-TERM PROVISIONS

As at

31.12.2016 Contingency Provision against Standard Assets 69300

69300

5. SHORT TERM PROVISIONS

As at

31.12.2016 Provision for Taxation 174544

TOTAL 174544

6. NON-CURRENT INVESTMENTSParticulars Face

Value

NosAs at

31.12.2016Unquoted Investments in Equity Shares at cost 8229050

Quoted Investments in Debentures at cost 8868000

Investments in Units of Mutual Funds 8776557

TOTAL 25873607

6.1 The details of Unquoted Investments in Equity Shares at cost:Bagrrys India Limited 10 334000 4491550

Oasis Securities Private Limited 10 2063000 3737500

TOTAL 8229050

6.2 The details of quoted Investments In Debenture at cost:

Tax Free Bonds

8.12 % Rural Electrification Corporation Ltd 1000 3062 3062000

8.30 % National Highway Authority of India 1000 1236 1236000

8.30 % Power Finance Corporation Ltd 1000 570 570000

8.46 % Rural Electrification Corporation Ltd 1000 4000 4000000

TOTAL 8868000

6.3 The details of Investments in Units of Mutual Funds:

Franklin India Prima Fund-Dividend 10 35529 2000000

Franklin Templeton Prima Plus Fund-Dividend 10 94319 3518127

Franklin India Blue Chip Fund-Dividend 10 13554 543208

Reliance Capital Builders Fund-Dividend 10 125000 1250000

Reliance Gilt Securities Fund 10 40249 882600

Reliance Small Cap Fund-Dividend 10 29110 582622

Reliance Income Fund-Bonus Option 10 35130 -


TOTAL 8776557

44

7. CASH AND CASH EQUIVALENTSAs at

31.12.2016 Balance with bank 1066309

TOTAL 1066309

8. SHORT TERM LOANS AND ADVANCESAs at

31.12.2016 Loan to Others 1500000

Mat Credit Entitlement 421758

TOTAL 1921758

9. OTHER CURRENT ASSETS

As at

31.12.2016 Accrued Interest but not due 190048

Interest Receivable 299897 TOTAL 489945

10. REVENUE FROM OPERATIONS

As at

31.12.2016 Dividend Received 195411 Interest on Tax Free Bonds 555223

TOTAL 750634

11. OTHER INCOME

As at

31.12.2016 Long Terms Capital Gains on sale of Investments 924370 Short Terms Capital Gains on sale of Investments 12600

TOTAL 936970

12. OTHER EXPENSES

As at

31.12.2016 Advertisement Expenses 5754 Share Transfer/Demat Expenses 575 Bank Charges 105 Filing Expenses 14200 Printing & Stationery 800 Misc. Exepenses 112 Contingent Provision against standard Assets 2000

TOTAL 23546




45

Oasis Securities Private LimitedCIN - U74899HP1995PTC006436

Provisional Balance Sheet as at 31st December, 2016


As at 31.12.2016







Current Liabilities


TOTAL 141245906

ASSETS

Non-Current Assets

Non-Current Investments 6 111866828

Current Assets

Cash and Cash Equivalents 7 52043

Short-term loans and advances 8 25745111

Other Assets 9 3581924

TOTAL 141245906




46

Oasis Securities Private LimitedCIN - U74899HP1995PTC006436

Provisional Statement of Profit and Loss for the period ended 31st December, 2016


For the yearended

31.12.2016REVENUE

Revenue from operations 10 5222498



Expenses

Other expenses 12 44638



Less:

(1) Current tax 552000

(2) Mat Credit Entitlement (Current Year) 280741





47

Notes on Provisional Financial Statements for the period ended 31st December, 2016

2. SHARE CAPITAL As at

31.12.2016Authorised Share Capital: `46,12,000 Equity Shares of Rs. 10/- each. 46120000 4612000032,09,526 Equity Shares of Rs. 10/- each Fully Paid up 32095260

TOTAL 32095260

2.2 The details of Shareholders holding more than 5% shares :

Name of the Shareholder

As at December 31, 2016

No. of Shares

% held

Shyam Bagri 444906 13.86%

Savita Bagri 344610 10.74%

Kanak Global Securities (P) Limited 2063000 64.28%

Shyam Bagri - HUF 246000 7.66%

2.3 The reconciliation of the number of shares outstanding is set out below :Particulars As at

December 31, 2016No. of

SharesAmount



Less: Cancellation of shares - -


3. RESERVE & SURPLUSAs at

31.12.20163.1 Security Premium Opening Balance 46680000 Addition/(Deduction) during the year - Closing Balance 46680000 3.2 General Reserve Opening Balance 5180385 Addition/(Deduction) during the year - Closing Balance 5180385 3.3 Statutory Reserve Fund Opening Balance 4967000 Addition/(Deduction) during the year 896000 Closing Balance 5863000 3.4 Surplus in Statement of Profit & Loss Opening Balance 46950511 Add: Profit for the year 4480750 Less: Transfer to Statutory Reserve Fund @ 20% of Net Profit during the year (896000)Closing Balance 50535261

Total 108258646

48

4. LONG-TERM PROVISIONS As at

31.12.2016Contingency Provision against Standard Assets 340000

340000

5. SHORT TERM PROVISIONS As at

31.12.2016Provision for Taxation 552000

TOTAL 552000

6. NON-CURRENT INVESTMENTSParticular Face

valueNumbers As at

31.12.2016`

Investment in Unquoted Equity Shares at Cost 11040632

Quoted Investment at Cost 71959427

Investment in Units of Mutual Funds at Cost 9832622

Other Unquoted Investments at Cost 19034147

TOTAL 111866828

6.1 The details of Investment in Unquoted Equity Shares :

Bagrrys Finance Private Limited 10 1203200 11004632

Bagrrys India Limited 10 9200 36000

TOTAL 11040632

6.2 The details of Ouoted Investments at Cost:

(a) Investments in Equity Shares:

Ansal Properties & Infrastructure Ltd 10 5000 121000

Meracator Lines Ltd 10 15000 211500

NHPC Ltd 10 10152 218268

Prithvi Information Solution Ltd 10 2000 757154

Punj Lioyd Ltd 10 1000 52000

Reliance Power Ltd 10 5715 378047

Vedanta Limited 1 1200 181100

Simplex Infrastructure Ltd 2 143570 21776551

S.M. Energy Teknik & Electric Co. Ltd 10 666 2225

Uniworth International Ltd 10 150 120

Uniwoth Ltd 10 1577 1183

Uniworth Textile Ltd 10 50 150

TOTAL (a) 23699298

(b) Investments in Debentures/Tax Free Bonds:

8.20% Housing & Urban Development Corporation Ltd. 1000 20000 19181269

8.10% Indian Railway Finance Corporation Ltd 1000 3654 3654000

8.30% National Highway Authority of India 1000 3709 3709000

8.46% Rural Electrification Corporation Ltd 1000 6800 6800000

8.66% Indian Infrastructure Finance Corp.Ltd. 1000 2500 2500000

8.51% Housing & Urban Development Corporation Ltd. 1000 1000 1000000

TOTAL (b) 36844269

49

Particular Face value

Numbers As at 31.12.2016

`

(c) Investments in Bonds/ Debentures (NCD Perpetual):

12.90% Cholamandalam Investment & Fin. Co. Ltd. 5 Lakh 6 3012000

11.80% Tata Steel Ltd. 10 Lakh

6 6403860

TOTAL (c) 9415860

(d) Investments in Non-Convertable Redeemable Preference Shares:16.06% NCRPS 2013 Series -II, IL & FS Ltd. 7500 160 2000000

TOTAL (d) 2000000

6.3 The details of Investment in Units of Mutual Funds:

Birla Sunlife Frontline Equity Fund - Reinvest 10 32875 1100000

IDFC Dynamic Bond Fund - Growth 10 486128 6900000

Reliance Capital Builders Fund-II 10 125000 1250000

Reliance Small Cap Fund - Divi.Reinvest 10 29110 582622

Reliance Income Fund-Bonus Option 10 280976 -

[280975.897 Bonus Units ]

TOTAL 9832622

6.4 The details of Other Unquoted Investments at Cost:

Alternative Investment Funds partly paid up

Kae Capital Fund -II 10000000

Mutiples Private Equity Fund-II LLP 9034147

TOTAL 19034147

7. CASH AND CASH EQUIVALENTSAs as

31.12.2016Balance with bank 52043

TOTAL 52043

8. SHORT TERM LOANS AND ADVANCES

As as 31.12.2016

Tax Deducted at Source 616360

Mat Credit Entitlement 1703751

Bagrrys India Limited 8425000

Concrete Developers LLP 2500000

Vibha Bagla 7500000

Vinita Investment Ltd 5000000

TOTAL 25745111

9. OTHER CURRENT ASSETSAs as

31.12.2016Interest Accrued but not Due 3581924

TOTAL 3581924

50

10. REVENUE FROM OPERATIONSAs as

31.12.2016Dividend Received 76415

Interest on Tax Free Bonds 2351211

Interest on Bonds 825000

Interest on Loans 1637458

Interest on NCD 330426

Interest Income from AIF 1988

TOTAL 5222498

11. OTHER INCOMEAs as

31.12.2016Long Term Gain on Sale of Investments 135631

TOTAL 135631

12. OTHER EXPENSESAs as

31.12.2016Advertisement Expenses 5754

Printing & Stationery Expenses 2543

General Expenses 111

Legal & Professional Charges 8626

Contingency Provision against Standard Assets 12000

Filing Fees 14200

Bank Charges 105

Demat Expenses 1299

TOTAL 44638




51

BAGRRYS INDIA LIMITEDPROVISIONAL BALANCE SHEET AS AT 31ST DECEMBER 2016

Notes December 31, 2016 (Rs.)

EQUITY AND LIABILITIESShareholders’ fundsShare Capital 1 32,263,000

Reserves and Surplus 2 1,004,960,142

Non-Current LiabilitiesDeferred Tax Liabilities (Net) 3 5,548,809

Long-term provisions 4 4,602,736

Current LiabilitiesShort-term borrowings 5 97,736,199 Trade Payables 6

Due to Micro, Small & Medium Enterprises -

Due to Others 36,051,765

Other current liabilities 7 17,248,731

Short-term provisions 8 28,249,028

Total 1,226,660,410

ASSETSNon-current assetsFixed Assets

Tangible Assets 9 79,765,718

Capital Work in Progress 9 -

Non-current investments 10 960,414,176

Long-term loans and advances 11 56,103,056

Other non-current assets 12 1,612,442

Current AssetsCurrent Investments 13 2,751,997

Inventories 14 68,361,841

Trade Receivables 15 34,206,947

Cash and Bank balances 16 5,557,328

Short-term loans and advances 17 2,778,594

Other current assets 18 15,108,311

Total 1,226,660,410


Sd/- Sd/-Sushil Kumar Chetani Laxmi Narayan SainWhole Time Director Whole Time DirectorDIN: 00217325 DIN: 00217237

Place: New DelhiDate: 7th January, 2017

52

BAGRRYS INDIA LIMITED

PROVISIONAL STATEMENT OF PROFIT AND LOSS FOR THE PERIOD ENDED 31ST DECEMBER, 2016

Notes December 31, 2016 (Rs.)

RevenueRevenue from operations (gross) 19

- Manufacturing/Trading Activities 630,530,559

- Investment Activities 91,783,449

Less: Excise Duty -

Revenue from operations (net) 722,314,008

Other Income 20 3,918,487

Total Revenue 726,232,495

ExpensesCost of materials consumed 21 332,536,676

Purchases of Stock in Trade 22 17,884,303 Changes in Inventory of Finished goods & Stock in Trade 23 3,073,060

Employee benefits expenses 24 60,201,596

Finance costs 25 3,885,011

Depreciation and amortization expense 26 6,432,166

Other expenses 27 179,012,123

Total Expenses 603,024,935 Profit before Tax 123,207,560

Less: - Tax Expenses:

(1) Current Tax 23,770,312

(2) MAT Credit Entitlement (9,687,206)

14,083,106

(3) Deferred Tax 467,425

(4) MAT Credit Entitlement (earlier years) 529,252

(5) Tax pertaining to Earlier Years 176,913

Total Tax Expenses 15,256,696 Profit / (Loss) for the year 107,950,864




53

NOTES TO THE ACCOUNTS

1. Share CapitalDecember 31, 2016

(Rs.)Authorized:40,00,000 equity shares of Rs. 10 each 40,000,000

Issued, Subscribed and Paid up:

32,26,300 equity shares of Rs.10 each fully paid up 32,263,000

Total 32,263,000

2. Reserves and SurplusAs at

December 31, 2016 (Rs.)

Capital ReserveBalance as at the beginning of the year 7,500,000

Add: during the year -

Balance as at the end of the year 7,500,000 General ReserveBalance as at the beginning of the year 63,234,000

Add: Addition during the year -

Balance as at the end of the year 63,234,000 Revaluation ReserveBalance as at the beginning of the year 5,366,871

Less : Transferred to Statement of Profit & Loss during the year -

Balance as at the end of the year 5,366,871 Surplus in Statement of Profit and LossBalance as at the beginning of the year 820,908,407

Add: Profit for the year as per Statement of Profit and Loss 107,950,864

Balance as at the end of the year 928,859,271 Total 1,004,960,142

3. Deferred Tax Liabilities (Net)As at


Deferred Tax LiabilitiesDepreciation 7,009,178

Deferred Tax Assets

Other timing differences (1,460,369)

Total 5,548,809

Note:

3.1 Deferred Tax Assets and Deferred Tax Liabilities have been offset as these relate to the same governing taxation laws.

54

4. Long-term ProvisionsAs at


Provision for Lease Equalisation 2,416,705

Provision for Leave Encashment 2,186,031

Total 4,602,736

5. Short-term BorrowingsAs at


Secured:Working Capital Loan repayable on demand from Banks 5,900,086

Working Capital Short Term Loan from Banks 5,000,000

Working Capital Short Term Loan from Others 77,500,000

Overdraft Accounts 303,901

Unsecured:Working Capital Loan from Related Party 9,032,212

Total 97,736,199

6. Trade Payables As at


Trade Payables for goods purchased & services availed 36,051,765

Total 36,051,765

7. Other Current LiabilitiesAs at

December 31, 2016(Rs.)

Advances and Deposits received from customers 9,075,937

Salary and Wages Payable 5,140,281

Other Payable 335,769

Statutory dues including Provident Fund and Tax deducted at Source 2,696,744

Total 17,248,731

8. Short-term provisionsAs at


Provision for Leave Encashment 67,370

Provision for Bonus & Ex-Gratia 3,438,640

Provision for Taxation (Net of Advance Tax and TDS) 4,788,213 Provision for Corporate Social Responsibility created during the year under section 135 of the Companies Act, 2013 4,472,205

Provision for Rebate & Claim 13,937,440

Provision for Other Expenses 1,545,160

Total 28,249,028

55

9. T

angi

ble

Ass

ets

(Am

ount

in R

s.)

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ck (A

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epre

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1st A

pril

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Up

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Tota

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ber

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at31

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- -

8,7

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8,7

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- -

626

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-

- -

- 6

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626

,312

Bui

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41,

799,

225

- -

41,

799,

225

15,

206,

116

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-

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25,

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178

26,

593,

109

Pla

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8 4

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- 5

8,38

6,38

6 2

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6 2

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,329

-

28,

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29,

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501

32,

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382

Air

Con

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ners

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-

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5

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Tot

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143

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9

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83

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144

,792

,387

5

8,64

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,432

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9 7

9,76

5,71

8 8

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Cap

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ork

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- -

56

10. Non-current InvestmentsAs at

December 31, 2016FaceValue (Rs.)

No. ofShares/Units

(Rs.)

Other InvestmentsIn Equity Shares - Quoted, fully paid upAditya Birla Fashion & Retail Limited 10 - - Aditya Birla Nuvo Limited 10 - - Ahluwalia Contracts (India) Limited 2 - - Ansal Properties & Infrastructure Limited 5 25000 926,169 Asian Paint Limited 1 1243 869,944 Ajanta Pharma Limited 2 549 532,882 Amar Raja Batteries Limited 1 1578 1,131,627 Astrol Poly Technic Limited 1 2079 699,435 Bajaj Finance Limited 10 4247 2,650,521 Bajaj Finserv Limited 10 442 1,037,473 Bharat Forge Limited 10 - - Blue Dart Express Limited 10 108 682,975 Blue Star Limited 2 - - Blue Star Infotech Limited 10 - - Britannia Industries Limied 10 287 904,889 Cairn India Limited 10 10000 3,199,621 Cholamandalam Investment & Finance Co. Limited 10 467 460,874 Cummins India Ltd 10 - - Crisil Limited 1 - - Dabur India Ltd 10 2454 689,124 Dr. Reddy Laboratories Limited 5 - - Eicher Motors Limited 10 70 1,135,141 Emami Limited 1 2056 2,109,289 Fag Bearing India Limited 10 - - Fiem Industries Limited 10 2024 2,225,458 Gruh Finance Limited 10 2050 471,056 Greaves Cotton Limited 2 - - Havells India Limited 1 1916 476,508 HDFC Bank Limited 2 508 520,473 Hero Motorcorp Limited 2 - - Himatsingka Seide Limited 5 5323 1,453,420 Hindustan Petroleum Limited 10 6404 2,550,061 IDFC Limited 10 2565 199,930 IDFC Bank Limited 10 - - IDFC Bank Limited (Bonus Shares) 10 - - Indiabulls Real Estate Limited 10 10000 947,980 Indiabulls Wholesale Limited 10 - - Indusind Bank Limited 10 745 674,022 Interglobe Aviation Limited 10 1378 1,408,079 Kajaria Ceramics Limited 10 896 434,172 Kotak Mahindra Bank Limited 5 1061 550,089 Larsen & Turbo Limited 2 - - L&T Finance Holdings Limited 10 - - Lupin Limited 2 970 1,382,498 Maruti Suzuki India Limited 5 418 2,129,960 Max Financial Services Limited 2 - - Max India Limited 2 - - Max Ventures and Industries Limited 10 - -

57

As atDecember 31, 2016

FaceValue (Rs.)

No. ofShares/Units

(Rs.)

Motherson Sumi Systems Limited 1 5109 1,249,777 National Building Construction Corporation Limited 10 2357 436,729 Nilkamal Limited 10 1581 2,155,443 On Mobile Global Limited 10 - - Page Industries Limited 10 105 1,035,560 Pidilite Industries Limited 1 977 361,302 P I Industries Limited 1 4740 3,045,361 Polaris Consulting & Services Limited 5 - - Ramco Cement Limited 10 1056 616,650 Reliance Industries Limited 10 2200 2,465,329 Repco Home Finance Limited 10 3895 2,094,525 Sanghavi Movers Limited 2 - - Sharda Cropchem Limited 10 4125 1,609,001 Shree Cement Limited 10 45 423,272 Solar Industries India Limited 2 2699 1,813,569 Sun Pharmaceuticals Industries Limited 1 - - Smartlink Network System Limited 2 - - Symphony Limited 10 - - Triveni Turbine Limited 1 - - Ultratech Cement Limited 10 - - VA Tech Wabag Limited 2 4325 2,153,178 Wabco TVS Limited 5 - -

51,913,366 In Preference Shares - Quoted, fully paid up16.06% Redeemable Non Convertible Preference Shares in Infrastructure Leasing & Financial Services Limited 2021

7500 640 8,000,000

8,000,000 In Bonds / Debentures - Quoted, fully Paid upTax Free Bonds8.30% Secured Redeemable Non Convertible Non Cumulative Bonds of Power Finance Corporation Limited

1000 7120 7,120,000

8.12% Secured Redeemable Non Convertible Non Cumulative Bonds of Rural Electrification Corporation Limited

1000 4899 4,899,000

8.20% Secured Redeemable Non Convertible Non Cumulative Bonds of Housing & Urban Development Corporation Limited

1000 95000 92,990,064

8.30% Secured Redeemable Non Convertible Bonds of National Highway Authority of India

1000 8653 8,653,000

8.46% Secured Redeemable Non-Convertible Bonds of Rural Electrification Corporation Limited

1000 10000 10,000,000

8.50% Secured Redeemable Non-Convertible Bonds of India Infrastructure Finance Corporation Limited

1000 10000 10,000,000

8.66% Secured Redeemable Non-Convertible Bonds of National Thermal Power Corporation Limited

1000 3167 3,167,000

8.50% Secured Redeemable Non-Convertible Bonds of National Highway Authority of India

1000 5000 5,000,000

8.76% Secured Redeemable Non-Convertible Bonds of National Housing Bank

5000 722 3,610,000

145,439,064 Other Bonds and Debentures12.90% Unsecured Redeemable Non-Convertible Debentures of Cholaman-dalam Investment and Finance Company Limited

500000 60 30,120,000

58


FaceValue (Rs.)

No. ofShares/Units

(Rs.)

10.15% Unsecured Redeemable Non Cumulative Non-Convertible Deben-tures of IL&FS Financial Services Limited

1000 - -

10.75% Unsecured Redeemable Non-Convertible Debentures of Reliance Capital Limited

1000000 - -

10.25% Unsecured Redeemable Non-Convertible Debentures of Reliance Gas Transportation Infrastructure Limited

1000000 - -

11.85% Unsecured Redeemable Non Cumulative Non-Convertible Deben-tures of Shriram City Union Finance Limited

100000 250 25,337,500

11.80% Unsecured Non Cumulative Non-Convertible Debentures of Tata Steel Limited

1000000 13 13,840,870

12.75% Unsecured Redeemable Non-Convertible Debentures of India Info-line Finance Limited

1000 20936 21,198,529

7.37% Unsecured Redeemable Non-Convertible Prepetual Bonds of NTPC Limited 27/04/2026

10 10,002,019

7.52% Unsecured Redeemable Non-Convertible Prepetual Bonds of REC Limited 07/11/2026

55 57,416,584

7.60% Unsecured Redeemable Non-Convertible Prepetual Bonds of ICICI Limited 07/10/2023

20 20,233,225

7.63% Unsecured Redeemable Non-Convertible Prepetual Bonds of PFC Limited 14/08/2026

113 114,864,214

7.95% Unsecured Redeemable Non-Convertible Prepetual Bonds of HDFC Bank Limited 21/09/2026

65 66,160,153

8.40% Unsecured Redeemable Non-Convertible Prepetual Bonds of Ca-nara Bank Limited 27/04/2026

31 32,922,172

9.80% Non Convertible Debentures of Gujarat State Petroleum Corporation Limited Series - 2

1000000 - -

10.20% Unsecured Redeemable Non-Convertible Prepetual Bonds of Dena Bank

1000000 - -

10.40% Unsecured Redeemable Non-Convertible Prepetual Bonds of Fam-ily Credit Ltd

1000000 - -

8.94% Non Convertible Debentures of Bajaj Finance Limited (Tier II) 1000000 - - 392,095,266

In Government Securities - Quoted8.83% Government of India 12/12/2041 100 - - 8.60% Government of India 02/06/2028 100 - -

-

In Bonds / Debentures - Unquoted, Fully Paid up16% Secured Non Convertible Series - I Debentures of Impersario Enter-tainment & Hospitality Private Limited

1000000 10 8,501,000

17.25% Secured Non Convertible Series - I Debentures of Krishna Enter-prises Housing and Infrastructure Private Limited

1000000 - -

18.50% Secured Non Convertible Series - I Debentures of Manyata Devel-opers Private Limited

1000000 10 10,444,610

18,945,610 In Mutual Fund - Unquoted, Fully Paid upHDFC FMP 1846D Aug-13 Series 27 - Regular - Growth 10 3000000 30,000,000 ICICI Prudential Income Opportunities Fund - Regular Plan - Growth 10 - - IDFC Dynamic Bond Fund - Growth - (Regular Plan) 10 - - L&T Triple Ace Bond Fund - Bonus - Original (Bonus Units) 10 - - Goldman Sachs Mutual Fund - CPSE ETF - Growth Option 10 20000 506,334 Reliance Dynamic Bond Fund - Growth Plan 10 - -

59


FaceValue (Rs.)

No. ofShares/Units

(Rs.)

Reliance Income Fund - Growth Plan - Bonus Option (Bonus Units) 10 - - JM Arbitrage Advantage Fund - (Direct) Bonus Option - Bonus Units 10 - - Reliance Equity Opportunity Fund - Direct Dividend Plan Dividend Payout 10 124062 5,000,000 Reliance Long Term Equity Fund - Direct Dividend Plan Dividend Payout 10 211387 5,000,000 Reliance Top 200 Fund - Direct Dividend Plan 10 571946 10,886,539 Reliance Capital Builders Fund-II - Series B - Growth Plan 10 1000000 10,000,000 Reliance Vision Fund - Direct Dividend Plan Dividend Payout 10 50556 2,500,000 Tata Balanced Fund Direct Plan - Dividend 10 135349 10,717,975 Birla Sunlife Equity Fund - Dividend - Direct Plan - Payout 10 26088 2,500,000 Birla Sunlife Frontline Equity Fund - Dividend - Direct Plan - Payout 10 73185 2,500,000 DSP BlackRock 3 Years Close Ended Equity Fund - Regular Plan - Divi-dend Payout

10 500000 5,000,000

HDFC Midcap Opportunities Fund - Direct Plan 10 84982 2,500,000 HDFC Prudence Fund - Direct Plan - Dividend Reinvest Option 10 749457 25,874,631 HDFC Top 200 Fund Plan Dividend Payout 10 46101 2,500,000 ICICI Prudential Business Cycle Fund Series 1 - Dividend Payout 10 250000 2,500,000 ICICI Prudential Dynamic Fund - Direct - Dividend Reinvest 10 161975 3,842,510 ICICI Prudential Focused Blue Chip Equity Fund - Direct Plan - Dividend 10 101011 2,709,263 ICICI Prudential Growth Fund Series 7 Regular Plan Dividend Payout 10 500000 5,000,000 ICICI Prudential Value Discovery Fund - Direct Plan - Dividend 10 66267 2,627,900 Kotak India Grwoth Fund Series 1 - Regualr Plan - Dividend Payout 10 250000 2,500,000

134,665,152 Other non-current Investments - Unquoted, fully Paid upICICI Prudential Venture Capital Fund-Real Estate Scheme-I 7,485,160 Estee - I Alpha Portfolio Management Scheme - Ambit Alpha Fund- Scheme-I - AIF - Category-III - Forefront Alternative Investment Fund - AIF - Category-III 30,000,000 Forefront Capital Management Pvt Ltd (PMS) 10,987,755 DSP Black Rock India Enhanced Equity Fund 10,000,000 Reliance Yield Maximiser AIF-III 20,000,000 IIFL Income Opportunity Fund Series-Special Situations - AIF - Category-II 8,582,710

87,055,625 Other non-current Investments - Unquoted, partly Paid upJLL Scheme Residential Opportunties Fund- I - AIF - Category-II 5,963,419 JLL Scheme Residential Opportunties Fund- II - AIF - Category-II 10,000,000 Peninsula Brookfied India Real Estate Fund - AIF - Category-II 7,667,184 Orios Venture Parterns Fund-I - AIF - Category-I 16,500,000 Zodius Technology Fund - AIF - Category-I 15,000,000 IIFL Assets Revival Fund - AIF - Category-II 10,000,000 IIFL Assets Revival Fund (Series II) - AIF - Category-III - ICICI Prudential Real Estate - AIF - Category-II 7,500,000 Indo Star Credit Fund - AIF - Category-II 33,169,490 KKR India Debt Opportunity Fund -II 12,500,000 Chiratae Class A1 Fund - AIF - Category-I 4,000,000

122,300,093

Total Non Current Investments 960,414,176

60

11. Long-term loans and advancesAs at


Unsecured, considered good (unless otherwise stated)Security Deposits 3,831,537 Other Deposits 500,000 Inter Corporate Deposits 2,724,113 Advances recoverable in cash or kind 77,184 MAT Credit Entitlement 48,970,222 Total 56,103,056

12. Other Non-Current AssetsAs at


Long term deposits under lien with banks with maturity period more than 12 months 225,000 Margin money deposit 1,387,442 Total 1,612,442

13. Current InvestmentsAs at

December 31, 2016Face

Value (Rs.)No. of Units

(Rs.)

Investment in Mutual Fund - Unquoted, Fully Paid upReliance Liquid Fund - Treasury Plan - Growth Plan - Growth Option 10 643 2,500,000

Reliance Fixed Horizon Fund XXIV - Series 2 - Direct Plan Growth Plan 10 - -

Baroda Pioneer Liquid Fund Plan A Daily Dividend 10 - -

Birla Sunlife Cash Plus Direct Growth Fund 10 978 250,939

IDFC Cash Fund Dividend Plan - Growth Plan 10 - -

Goldman Sachs Mutual Fund- Liquid Bees 10 - -

HDFC Cash Management Fund 10 0.32 1,058

Total Current Investments 2,751,997

14. Inventories


(Rs.) Raw Materials 48,181,314 Packing Material 8,063,906 Finished Goods 11,872,275 Stock in Trade 244,346 Total 68,361,841

61

15. Trade ReceivablesAs at


Unsecured, considered good - Outstanding for a period exceeding six months from the date these are due for payment 290,744 - Others 33,916,203

Total 34,206,947

16. Cash and Bank BalancesAs at


Cash in hand 217,051

Balance with Banks

In Current Accounts 5,340,277

Total 5,557,328

17. Short-term loans and advancesAs at


Unsecured Considered Good, unless otherwise stated

Other Loans and Advances

Advances to Employees 1,757,825

Advance for Goods & Services 377,388

Advance to Gratuity Fund 211,422

Advance with Portfolio Managers 431,959

Total 2,778,594

18. Other current Assets


(Rs.)Unsecured, Considered Good unless otherwise statedInterest accrued on Fixed Deposits and Bonds 13,319,996

Balances with Government Authorities 463,176

Prepaid Expenses 866,422

Other Receivables 191,265

Insurance Claims Receivable

- Unsecured, considered good 267,452

- Doubtful 966,231

1,233,683

Less: Provision for Doubtful amount 966,231

267,452

Total 15,108,311

62

19. Revenue from OperationsFor the period ende December 31, 2016

(Rs.)Manufacturing/Trading Activities

Sale of Goods 630,530,559 Less: Excise Duty -

630,530,559 Investment Activities

Interest Income on Tax Free Bonds 9,198,149 Interest Income on Bonds/Debentures 19,093,755 Interest Income on Inter Corporate Deposits 4,206,136 Interest Income from Venture Capital Fund 1,094,615 Interest Income from Portfolio Management System 866,446 Income from Alternate Investment Funds 5,750,565 Income from Alternate Investment Funds - Tax Free 1,492,348 Dividend Income 2,942,314 Net Profit/(Loss) on sale of Investments 47,139,121

Total 91,783,449 Revenue from Operations (Net) 722,314,008

20. Other IncomeFor the period ende December 31, 2016

(Rs.) Interest Income on FDRs/Deposits 165,496 Interest from Income Tax Refund 644,861 Net Profit/(Loss) on sale of Fixed Assets 5 Net Gain on Foreign Exchange Fluctuation 2,383,718 Claims received from Insurance company 8,900 Credit Balances written back 715,507 Total 3,918,487

21. Cost of materials consumedFor the period ended


Raw Materials ConsumedOpening Inventory 20,267,443 Add: Purchases (Net) 395,823,299 Less : Purchase from Units 77,275,219 Less : Inventory at the end of the year 47,566,249 Cost of raw materials consumed during the year 291,249,274 Packing material consumedOpening inventory 8,929,918 Add : Purchases (net) 40,421,390 Less : Inventory at the end of the year 8,063,906 Cost of packing materials consumed during the Year 41,287,402 Total 332,536,676

63

22. Purchases of Stock in TradeFor the period ended


Purchase of Stock in Trade 17,884,303 Total 17,884,303

23. Changes in Inventory of Finished goods & Stock in tradeFor the period ended


Increase/(Decrease) in stocksStock at the end of the year:

Finished Goods 11,872,275 Stock in trade 244,346 Total (A) 12,116,621

Less: Stock at the beginning of the yearFinished Goods 14,550,081 Stock in trade 639,600 Total (B) 15,189,681

Increase/(Decrease) in Stocks (A-B) (3,073,060)

24. Employee Benefits ExpensesFor the period ended


Salaries, Wages, Bonus & Allowances 55,151,172

Contribution to Provident and Other Funds 2,834,948

Gratuity 1,022,740

Staff Welfare Expenses 1,192,736

Total 60,201,596

25. Finance Costs

For the period ende December 31, 2016

(Rs.) Interest on Short term borrowings - Banks 1,541,818

Interest to Others 2,140,334

Other borrowing costs 202,859

Total 3,885,011

26. Depreciation and Amortization ExpensesFor the period ende December 31, 2016

(Rs.) Depreciation on Tangible assets 6,432,166

Less: Transferred from Revaluation Reserve -

Total 6,432,166

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27. Other ExpensesFor the period ende December 31, 2016

(Rs.) Stores and spares consumed 432,125

Processing Charges-Oats 12,108,861

Power, Light & Fuel 6,316,801

Contract Labour Charges 2,344

Rent 7,860,074

Rates & Taxes 324,624

Repair & Maintenance

- Plant & Machinery 2,251,364

- Building 210,553

- Vehicle 224,996

- Others 541,046

Auditors’ Remuneration 370,500

Insurance 776,616

Advertisement Expenses 1,916,896

Sales Promotion and Conference Expenses 67,989,045

Freight and Forwarding Expenses 15,873,666

Brokerage and Commission 4,727,326

Discount , Rebate and Claim 29,159,737

Provision for Corporate Social Responsibility 1,348,363

Postage, Telegram and Telephone 2,083,217

Travelling Expenses 9,970,611

Conveyance Expenses and Motor Car Expenses 1,843,710

Legal and Professional Charges 2,700,231

Printing and Stationery 366,375

Research and Development Expenses 14,310

Miscellaneous Expenses 9,081,680

Sundry Balances Written off 451,597

Bank Charges 65,455

Total 179,012,123




65

SCHEME OF ARRANGEMENTOF

BAGRRYS FINANCE PVT LTD, KANAK GLOBAL SECURITIES PVT LTD,

OASIS SECURITIES PVT LTDAND

BAGRRYS INDIA LTD

AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS UNDER SECTIONS 230 & 232; SECTION 66 OF THE COMPANIES ACT, 2013

A. Preamble The Bagrry’s Group is primarily engaged in manufacturing and marketing of breakfast cereals and health

food such as muesli, oats, bran, cornflakes plus, etc., which are marketed under the Brand names ‘Bagrry’s’ and ‘Lawrence Mills’; odoriferous products (Havan Samagri); flour milling and other related activities. The Group operates and runs Quick Service Restaurants under the brand- ‘Bagrry’s Health Café’. All these activities are being carried through Bagrrys India Ltd, the Flagship Company of the Group.

Bagrrys India Ltd, apart from the manufacturing and marketing of breakfast cereals and health food, has also made investments in securities. Over a period of time, the Company has built up a portfolio of investments in shares, mutual funds and other securities.

The Bagrry’s Group is also engaged in securities investments and NBFC business through 3 (three) RBI registered Non-Banking Finance Companies (NBFCs).

B. The management of the Bagrrys Group intends to consolidate and streamline different business activities and shareholding structure of various Group Companies with the following objectives:

i. To consolidate the entire securities investments and other NBFC business of all the three NBFCs into one single NBFC- Oasis Securities Pvt Ltd.

ii. To segregate food business and investment activities of Bagrrys India Ltd in separate companies, by hiving off the investments business from Bagrrys India Ltd into one of the Non-Banking Finance Companies of the Group-Oasis Securities Pvt Ltd.

iii. To streamline and simplify the shareholding structure of various Group Companies by merging Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd after the aforesaid de-merger, into Bagrrys India Ltd along with their strategic investments in Bagrrys India Ltd.

iv. To provide an exit opportunity to all the non-promoter/out-side shareholders of Bagrrys India Ltd by issuing Compulsorily Redeemable Preference Shares in place of their Equity Shareholding in the Company, on voluntary basis.

C. The present Scheme of Arrangement for De-merger, Amalgamation and Re-organisation of share capital is proposed to achieve the aforesaid objectives in the following manner:

De-merger of Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd) of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd into Oasis Securities Pvt Ltd;

Amalgamation of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (with residual business consisting of strategic investments in Bagrrys India Ltd) with Bagrrys India Ltd;

De-merger of Investment Business of Bagrrys India Ltd into Oasis Securities Pvt Ltd; and

Re-organisation of Share Capital of Bagrrys India Ltd.

D. Detailed Rationale of the Scheme:i. The following are some of the specific advantages of the proposed De-merger of Demerged

Business 1, 2 & 3 into the Resulting Company:

a. The proposed De-merger of Demerged Business 1, 2 & 3 into the Resulting Company would enable consolidation of entire investments and NBFC Business of all these Companies into one large single entity.

b. The proposed de-merger of Demerged Business 1, 2 & 3 into the Resulting Company would result in business synergy, consolidation and pooling off the resources. Post Scheme, the

66

Resulting Company will enjoy large net worth and financial resources. It will enable the Resulting Company to catapult into the top league of large sized NBFCs.

c. The proposed De-merger of Demerged Business 1, 2 & 3 into the Resulting Company will result in usual economies of a centralized and a large company including elimination of duplicate work, reduction in overheads, better and more productive utilization of financial, human and other resource and enhancement of overall business efficiency. It will enable these Companies to combine their managerial and operating strength, to build a wider capital and financial base and to promote and secure overall growth of their businesses.

d. The proposed De-merger of Demerged Business 1, 2 & 3 into the Resulting Company will also enable the Group to surrender multiple NBFC registrations, which is in tune with the current RBI Policy.

ii. The following are some of the specific advantages of the proposed Amalgamation of the Transferor Companies No. 1 & 2 (with their residual business) with the Transferee Company:

a. The Transferor Companies No. 1 & 2 are holding shares of the Transferee Company. The proposed amalgamation of the Transferor Companies No. 1 & 2 (with residual business consisting of strategic investments in Bagrrys India Ltd) with the Transferee Company will streamline the shareholding structure by eliminating the intermediary layers of shareholding.

b. The proposed amalgamation will enable the Promoters to directly hold shares in the Transferee Company.

c. The proposed move will be in sync with the policy of the Government of India to discourage multi layers of shareholding and to encourage direct shareholding in the Companies.

iii. The following are some of the specific advantages of the proposed Re-organisation of Share Capital of the Transferee Company:

a. The Transferee Company has some outside/non-promoter shareholders. Since the Transferee Company is an un-listed company, there is no mechanism/platform available to these Shareholders to sell/dispose-off these shares, if they so wish.

b. In order to provide an exit opportunity to all the outside/non-promoter shareholders, it is proposed to re-organise the share capital of the Transferee Company, on voluntary basis, by cancelling the Equity Shares held by all the outside/non-promoter shareholders; and to issue 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `114 (one hundred fourteen) per share.

c. The proposed re-organisation will provide a permanent liquidity option for illiquid shares of the Company. It will help the non-promoter shareholders in realising the true potential of their investments in the Transferee Company which can be gainfully deployed elsewhere.

d. It is clarified that an outside/non-promoter shareholder is entitled to retain his/her/its equity shareholding in the Transferee Company by giving a notice of such intention to the Transferee Company any time up to the record date to be fixed for such purpose. In all the cases where the Transferee Company receives intimation from the non-promoter Shareholders to retain their equity shareholding in the Transferee Company, equity shares with respect to all such shareholders will not be cancelled and will not be replaced with 8% non-cumulative compulsorily redeemable Preference Shares.

e. It is further clarified that no creditor of the Transferee Company will be adversely affected by the proposed re-organisation of share capital. Preference Shares to be issued in terms of clause 5.1 above, shall be redeemed in accordance with the provisions of the Companies Act, 2013, relating to the redemption of preference shares.

iv. The proposed Scheme of Arrangement will enable these Companies to combine their managerial and operating strength, to build a wider capital and financial base and to promote and secure overall growth of their businesses.

v. The said Scheme of Arrangement will contribute in fulfilling and furthering the objects of these Companies. It will strengthen, consolidate and stabilize the business of these Companies and will facilitate further expansion and growth of their business. The Resulting Company and the Transferee Company will be able to participate more vigorously and profitably in the competitive market scenario.

vi. The proposed Scheme would enhance the shareholders’ value of the Transferor, Resulting and Transferee Companies.

67

vii. The said Scheme of Arrangement will have beneficial impact on all the Transferor, Resulting and the Transferee Companies, their shareholders, employees and other stakeholders and all concerned.

viii. All the Transferor Companies, Resulting Company and the Transferee Company are Group Companies under common shareholding, management and control. The proposed Scheme of Arrangement will not result in change in management or control of any of these Companies.

E. Parts of the Scheme:This Scheme provides for matters connected with the aforesaid arrangement. Accordingly, this Scheme is divided into the following parts:

i. Part-1 which deals with the Definitions and Share Capital;

ii. Part-2 which deals with De-merger of Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd) of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd into Oasis Securities Pvt Ltd;

iii. Part-3 which deals with Amalgamation of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (with residual business consisting of strategic investments in Bagrrys India Ltd) with Bagrrys India Ltd;

iv. Part-4 which deals with De-merger of Investment Business of Bagrrys India Ltd into Oasis Securities Pvt Ltd;

v. Part-5 which deals with Re-organisation of Share Capital of Bagrrys India Ltd;

vi. Part-6 which deals with the General Clauses; and

vii. Part-7 which deals with Other Terms and Conditions.

68

PART 1

DEFINITIONS AND SHARE CAPITAL

A. DEFINITIONS In this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall have

the meaning as under:1.1 “Act” means the Companies Act, 2013 (18 of 2013), the Companies (Compromises, Arrangements

and Amalgamations) Rules, 2016, the National Company Law Tribunal Rules, 2016, and any other Rules made there under, as may be applicable; and the Companies Act, 1956 (1 of 1956), to the extent applicable, if any.

1.2 “Appointed Date-1” which is relevant for the De-merger of NBFC Business (except strategic investments in Bagrrys India Ltd) of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd into Oasis Securities Pvt Ltd; and Amalgamation of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (with residual business consisting of strategic investments in Bagrrys India Ltd) with Bagrrys India Ltd, means commencement of business on 1st April, 2017, or such other date as the Hon’ble Tribunal may approve.

1.3 “Appointed Date-2” which is relevant for the De-merger of Investment Business of Bagrrys India Ltd into Oasis Securities Pvt Ltd, means commencement of business on 1st May, 2017, or such other date as the Hon’ble Tribunal may approve.

1.4 “Appointed Date” means Appointed Date-1 and Appointed Date-2, collectively or any one of them as the context requires.

1.5 “Demerged Business-1” means Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd) of the Transferor Company No. 1-Bagrrys Finance Pvt Ltd which is proposed to be de-merged into the Resulting Company-Oasis Securities Pvt Ltd and includes the undertakings comprising of:1.5.1 All assets (whether movable or immovable, real or personal, corporeal or incorporeal, present,

future or contingent, tangible or intangible) of the Demerged Business-1 wherever situated pertaining thereto.











c. Liabilities other than those referred to in sub-clauses (a) and (b) above, being the amounts of general or multipurpose borrowings of the Transferor Company No. 1 allocated to the

69

Demerged Business-1 in the same proportion in which the value of the assets transferred under this Scheme bear to the total value of the assets of the Transferor Company No. 1 immediately before giving effect to this Scheme;


1.5.6 Any question that may arise as to whether a specified asset or liability pertains or does not pertain to the Demerged Business-1 or whether it arises out of the activities or operations of the Demerged Business-1 shall be decided by mutual consent between the Board of Directors of the Transferor Company No. 1 and the Resulting Company.

Performa Balance Sheet of the Demerged Business-1 of the Transferor Company No. 1 is set out in Schedule-1.

1.6 “Demerged Business-2” means Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd) of the Transferor Company No. 2- Kanak Global Securities Pvt Ltd which is proposed to be de-merged into the Resulting Company-Oasis Securities Pvt Ltd and includes the undertakings comprising of:1.6.1 All assets (whether movable or immovable, real or personal, corporeal or incorporeal, present,


1.6.2 All present and future liabilities (including contingent liabilities) arising out of the activities or operations of the Demerged Business-2, including loans, debts, current liabilities and provisions, duties and obligations related to the Demerged Business-2.












1.6.6 Any question that may arise as to whether a specified asset or liability pertains or does not pertain to the Demerged Business-2 or whether it arises out of the activities or operations of the Demerged Business-2 shall be decided by mutual consent between the Board of Directors of the Transferor Company No. 2 and the Resulting Company.

70

Performa Balance Sheet of the Demerged Business-2 of the Transferor Company No. 2 is set out in Schedule-2.

1.7 “Demerged Business-3” or “Investment Business” means Investment Business of the Transferee Company-Bagrrys India Ltd which is proposed to be de-merged into the Resulting Company-Oasis Securities Pvt Ltd and includes the undertaking comprising of:1.7.1 All assets (whether movable or immovable, real or personal, corporeal or incorporeal, present,



1.7.3 Without prejudice to the generality of the above, Investment Business shall include in particular:


b. All rights, entitlements and other statutory permissions, approvals, consents, licenses, registrations, goodwill, intellectual properties, investments, cash balances, the benefit of any deposits, financial assets, funds belonging to or proposed to be utilized for the Demerged Business-3, bank balances and bank accounts relating to the day to day operations and specific to the working of the Demerged Business-3; and all other fiscal and non-fiscal incentives, benefits and privileges which are available to or being availed by the Transferee Company or which the Transferee Company may be entitled to at any time for its the Demerged Business-3, shall be continued to be available in the Resulting Company for the Demerged Business-1 after the proposed De-merger;



e. All advance money, earnest money and/or security deposit, if any, paid or received by the Transferee Company in connection with or relating to the Demerged Business-3;


a. The liabilities, which arise out of the activities or operations of the Demerged Business-3;

b. Specific loans and borrowings raised, incurred and utilized solely for the respective activities or operation of the Demerged Business-3;

c. Liabilities other than those referred to in sub-clauses (a) and (b) above, being the amounts of general or multipurpose borrowings of the Transferee Company, allocated to the Demerged Business-3 in the same proportion in which the value of the assets transferred under this Scheme bear to the total value of the assets of the Transferee Company immediately before giving effect to this Scheme;

1.7.5 All employees of the Transferee Company employed in the Demerged Business-3, as identified by the Board of Directors of the Transferee Company, as on the effective Date;

1.7.6 Any question that may arise as to whether a specified asset or liability pertains or does not pertain to the Demerged Business-3 or whether it arises out of the activities or operations of the Demerged Business-3 shall be decided by mutual consent between the Board of Directors of the Transferee Company and the Resulting Company.

Performa Balance Sheet of the Demerged Business-3/Investment Business of the Transferee Company is set out in Schedule-3.

1.8 “Effective Date” means last of the dates on which the certified copies of the Order(s) passed by the Hon’ble National Company Law Tribunal, sanctioning the Scheme of Arrangement, are filed with the concerned Registrar of Companies, Ministry of Corporate Affairs.

1.9 National Company Law Tribunal means appropriate Bench of the Hon’ble National Company Law Tribunal constituted under the Companies Act, 2013, having territorial jurisdiction to sanction the present Scheme of Arrangement and other connected matters. The National Company Law Tribunal has been referred to as the Tribunal/NCLT.

1.10 “Record Date-1” means the date to be fixed by the Board of Directors of the Transferor Companies No.

71

1 & 2 and/or the Resulting Company, with reference to which the eligibility of the shareholders of the Transferor Companies No. 1 & 2 for allotment of shares in the Resulting Company, pursuant to the De-merger of Demerged Business-1 & 2, in terms of this Scheme, shall be determined.

1.11 “Record Date-2” means the date to be fixed by the Board of Directors of the Transferor Companies No. 1 & 2 and/or the Transferee Company, with reference to which the eligibility of the shareholders of the Transferor Companies No. 1 & 2 for allotment of shares in the Transferee Company, pursuant to the Amalgamation, in terms of this Scheme, shall be determined.

1.12 “Record Date-3” means the date to be fixed by the Board of Directors of the Transferee Company and/or the Resulting Company, with reference to which the eligibility of the shareholders of the Transferee Company for allotment of shares in the Resulting Company, pursuant to the De-merger of Demerged Business-3, in terms of this Scheme, shall be determined.Record Date-3 will also be used for the purpose of giving effect to the reduction in share capital of the Transferee Company pursuant to the de-merger of the Demerged Business-3 into the Resulting Company; and Re-organisation of Share Capital of the Transferee Company in terms of Part 5 of this Scheme.

1.13 “Record Date” means Record Date-1, Record Date-2 and Record Date-3, collectively or any one or more of them as the context requires.

1.14 “Registrar of Companies” means concerned Registrar of Companies, Ministry of Corporate Affairs having jurisdiction under the Companies Act, 2013, and other applicable provisions, if any, on the respective Companies.

1.15 “Remaining Business of the Transferee Company” means all the undertakings, businesses, activities and operations of the Transferee Company other than the Demerged Business-3.



1.18 “Resulting Company” means Oasis Securities Pvt Ltd being a company incorporated under the provisions of the Companies Act, 1956, and having its registered office at Plot No. 28 and 41, HIMUDA Industrial Area, Bhatoli Kalan, Baddi-173 205, District Solan, Himachal Pradesh.The Resulting Company-Oasis Securities Pvt Ltd [Corporate Identification No. (CIN): U 74899 HP 1995 PTC 006436; Permanent Account No. (PAN): AAACO0277E] was incorporated under the provisions of the Companies Act, 1956, vide Certificate of Incorporation dated 1st March, 1995 issued by the Registrar of Companies, Delhi & Haryana, New Delhi. Registered Office of the Company was shifted from the NCT of Delhi to the State of Himachal Pradesh as approved by the Hon’ble Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi vide Order dated 19th December, 2016. The Registrar of Companies, Himachal Pradesh, Chandigarh, registered the aforesaid order and allotted a new CIN to the Company.

1.19 “Scheme” means the present Scheme of Arrangement framed under the provisions of sections 230 & 232; section 66 of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions, if any, where under (a) Demerged Business-1 & 2 of the Transferor Companies No. 1 & 2, respectively, are proposed to be de-merged into the Resulting Company; (b) the Transferor Companies No. 1 & 2 are proposed to be amalgamated (with residual business) with the Transferee Company; (c) Demerged Business-3 of the Transferee Company is proposed to be de-merged into the Resulting Company; and (d) a part of share capital of the Transferee Company is proposed to be re-organized, on voluntary basis; in the present form or with any modification(s) approved or imposed or directed by Members/Creditors of the Company and/or by any competent authority and/or by the Hon’ble National Company Law Tribunal or that may otherwise be deemed fit by these Companies.

1.20 “Transferor Company No. 1” means Bagrrys Finance Pvt Ltd being a company incorporated under the provisions of the Companies Act, 1956, and having its registered office at Plot No. 28 and 41, HIMUDA Industrial Area, Bhatoli Kalan, Baddi-173 205, District Solan, Himachal Pradesh.The Transferor Company No. 1-Bagrrys Finance Pvt Ltd [Corporate Identification No. (CIN): U 65921 HP 1995 PTC 006412; Permanent Account No. (PAN): AAACB 2418 G] was originally incorporated under the provisions of the Companies Act, 1956, as a public limited company with the name and style as ‘Bagrrys Finance Ltd’ vide Certificate of Incorporation dated 1st March, 1995 issued by the Registrar of Companies, Delhi & Haryana, New Delhi. The Company was issued Certificate for Commencement of Business dated 7th April, 1995 by the ROC, New Delhi. Subsequently, the Company was converted into a private limited company and name of the Company was changed to ‘Bagrrys Finance Pvt Ltd’ vide Fresh Certificate of Incorporation dated 21st November, 2013. Registered Office of the Company was shifted

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from the NCT of Delhi to the State of Himachal Pradesh as approved by the Hon’ble Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi vide Order dated 22nd November, 2016. The Registrar of Companies, Himachal Pradesh, Chandigarh, registered the aforesaid order and allotted a new CIN to the Company.

1.21 “Transferor Company No. 2” means Kanak Global Securities Pvt Ltd being a company incorporated under the provisions of the Companies Act, 1956, and having its registered office at Plot No. 28 and 41, HIMUDA Industrial Area, Bhatoli Kalan, Baddi-173 205, District Solan, Himachal Pradesh.The Transferor Company No. 2-Kanak Global Securities Pvt Ltd [Corporate Identification No. (CIN): U 67120 HP 1996 PTC 006411; Permanent Account No. (PAN): AAACK4075C] was originally incorporated under the provisions of the Companies Act, 1956, as a public limited company with the name and style as ‘Kanak Global Securities Ltd’ vide Certificate of Incorporation dated 25th January, 1996 issued by the Registrar of Companies, Delhi & Haryana, New Delhi. The Company was issued Certificate for Commencement of Business dated 7th February, 1996 by the ROC, New Delhi. The Company was converted into a private limited company and name of the Company was changed to ‘Kanak Global Securities Pvt Ltd’ vide Fresh Certificate of Incorporation dated 24th March, 2006. Registered Office of the Company was shifted from the NCT of Delhi to the State of Himachal Pradesh as approved by the Hon’ble Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi vide Order dated 22nd November, 2016. The Registrar of Companies, Himachal Pradesh, Chandigarh, registered the aforesaid order and allotted a new CIN to the Company.

1.22 “Transferor Companies” means Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd, collectively or any one or both of them as the context requires.

1.23 “Transferee Company” means Bagrrys India Ltd being a company incorporated under the provisions of the Companies Act, 1956, and having its registered office at Plot No. 28 and 41, HIMUDA Industrial Area, Bhatoli Kalan, Baddi-173 205, District Solan, Himachal Pradesh.The Transferee Company-Bagrrys India Ltd [Corporate Identification No. (CIN): U 15497 HP 1986 PLC 006447; Permanent Account No. (PAN): AABCB 8144 N] was originally incorporated under the provisions of the Companies Act, 1956, as a private limited company with the name and style as ‘Ghaziabad Protein Food Pvt Ltd’ vide Certificate of Incorporation dated 23rd October, 1986 issued by the Registrar of Companies, Delhi & Haryana, New Delhi. The Company was converted into a public limited company and name of the Company was changed to ‘Ghaziabad Protein Food Ltd’ vide Fresh Certificate of Incorporation dated 1st January, 1987. Thereafter, name of the Company was changed to its present name ‘Bagrrys India Ltd’ vide Fresh Certificate of Incorporation dated 28th October, 1994 issued by the Registrar of Companies, New Delhi. Registered Office of the Company was shifted from the NCT of Delhi to the State of Himachal Pradesh as approved by the Hon’ble Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi vide Order dated 19th December, 2016. The Registrar of Companies, Himachal Pradesh, Chandigarh, registered the aforesaid order and allotted a new CIN to the Company.

B. SHARE CAPITAL1.24 The present Authorized Share Capital of the Transferor Company No. 1 is ` 3,50,00,000 divided into

35,00,000 Equity Shares of ` 10 each. Present Issued, Subscribed & Paid-up Share Capital of the Company is ` 3,00,00,000 divided into 30,00,000 Equity Shares of ` 10 each.

1.25 The present Authorized Share Capital of the Transferor Company No. 2 is ` 1,00,00,000 divided into 10,00,000 Equity Shares of ` 10 each. Present Issued, Subscribed & Paid-up Share Capital of the Company is ` 96,19,000 divided into 9,61,900 Equity Shares of `10 each.

1.26 The present Authorized Share Capital of the Resulting Company is ` 4,61,20,000 divided into 46,12,000 Equity Shares of ` 10 each. Present Issued, Subscribed & Paid-up Share Capital of the Company is ` 3,20,95,260 divided into 32,09,526 Equity Shares of ` 10 each.

1.27 The present Authorized Share Capital of the Transferee Company is ̀ 4,00,00,000 divided into 40,00,000 Equity Shares of ` 10 each. Present Issued, Subscribed & Paid-up Share Capital of the Company is ` 3,22,63,000 divided into 32,26,300 Equity Shares of ` 10 each.

1.28 The Transferor Companies No. 1 & 2 and the Resulting Company are private limited companies. These Companies are non-banking finance companies (NBFCs) registered with the Reserve Bank of India as ‘non-deposit accepting’/‘Category B’ NBFCs. Whereas the Transferee Company is an un-listed public limited company. All the Transferor, Transferee and Resulting Companies are Group Companies with common Promoters.

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PART-2

DE-MERGER OF DEMERGED BUSINESS OF BAGRRYS FINANCE PVT LTD AND KANAK GLOBAL SECURITIES PVT LTD INTO OASIS SECURITIES PVT LTD

2.1 With effect from the commencement of business on 1st April, 2017, i.e., the Appointed Date-1, subject to the provisions of the Scheme in relation to the modalities of transfer and vesting, respective Demerged Business-1 & 2 of the Transferor Companies No. 1 & 2, as defined in Clause 1.5 and 1.6, respectively, shall stand transferred to and vested in or deemed to be transferred to and vested into the Resulting Company, as a going concern, in the following manner:

2.1.1 The whole of the undertaking and properties of Demerged Business-1 and 2 of the Transferor Companies No. 1 & 2, respectively, shall, without any further act or deed or without payment of any duty, stamp duty, or other charges, stand transferred to and vested in or be deemed to be transferred to and vested in the Resulting Company, pursuant to the provisions contained in sections 230 and 232 of the Companies Act, 2013, and all other applicable provisions, if any, so as to vest in the Resulting Company, for all rights, title and interest pertaining to the Demerged Business-1 and 2 of the Transferor Companies No. 1 & 2, respectively.

2.1.2 All debts, liabilities, contingent liabilities, duties and obligations of every kind nature and description of the Transferor Companies No. 1 & 2 relating to the Demerged Business-1 & 2, respectively, shall also, under the provisions of Sections 230 and 232 and all other applicable provisions, if any, of the Act, and without any further act or deed, be transferred to or be deemed to be transferred to the Resulting Company, so as to become the debts, liabilities, contingent liabilities, duties and obligations of the Resulting Company, and it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, contingent liabilities, duties and obligations have arisen in order to give effect to the provisions of this sub-clause.

2.1.3 All licenses, permissions, approvals, consents or NOCs given by various government departments and other competent authorities to the Transferor Companies No. 1 & 2 in relation to the Demerged Business-1 & 2, respectively, or otherwise held by the Transferor Companies No. 1 & 2, to implement or carry on the Demerged Business-1 & 2, shall stand vested in or transferred to the Resulting Company, without any further act or deed, and shall be appropriately mutated by the authorities concerned therewith in favour of the Resulting Company. The benefit of all statutory and regulatory permissions, registrations or other licenses, and consents shall vest in and become available to the Resulting Company, pursuant to the Scheme.

2.1.4 The transfer and vesting of the Demerged Business-1 & 2, as aforesaid, shall be subject to the existing securities, charges, mortgages and other encumbrances if any, subsisting over or in respect of the properties and assets or any part thereof pertaining to the Demerged Business-1 & 2, to the extent such securities, charges, mortgages, encumbrances are created to secure the liabilities forming part of Demerged Business-1 & 2.


2.1.6 For the avoidance of doubt and without prejudice to the generality of the foregoing, it is clarified that in accordance with the provisions of relevant laws, consents, permissions, licenses, registrations, certificates, authorities, power of attorneys given by, issued to or executed in favour of Demerged Business-1 & 2; and the rights and benefits under the same and all other interests of the Demerged Business-1 & 2, be without any further act or deed, be transferred to and vested in the Resulting Company.

2.1.7 Upon the Scheme coming into effect, all taxes/ cess/ duties, direct and/ or indirect, payable by or on behalf of the Demerged Business-1 & 2 from the Appointed Date onwards, including all advance tax payments, tax deducted at source, any refunds or claims (including refunds or claims pending with the Revenue Authorities), shall, for all purposes, be treated as the tax/ cess/ duty, liability, advance tax payment, tax deducted at source, refund or claim, as the case may be, of the Resulting Company. The Resulting Company is expressly permitted to claim refunds/ credits in

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respect of any transaction between the Demerged Business-1 & 2 of the Transferor Companies No. 1 & 2 and the Resulting Company, if any.

2.1.8 Upon the Scheme becoming effective, all un-availed credits and exemptions, statutory benefits, including in respect of Income Tax (including MAT credit), CENVAT, Customs, VAT, Sales Tax, Service Tax, etc., relating to Demerged Business-1 & 2 to which the Transferor Companies No. 1 & 2 are entitled to, shall be available to and vest in the Resulting Company, without any further act or deed.

2.1.9 Upon this Scheme becoming effective, the Resulting Company is permitted to revise and file the respective income tax returns, including tax deducted at source certificates, sales tax/ value added tax returns, service tax returns and other tax returns for the period commencing on and from the Appointed Date, and to claim refunds/ credits, pursuant to the provisions of this Scheme.

2.1.10 Without prejudice to the generality of the above, all benefits, incentives, claims, losses, credits (including, without limitation income tax, service tax, excise duty, applicable state value added tax etc.) to which Demerged Business-1 & 2 of the Transferor Companies No. 1 & 2 are entitled to, in terms of applicable laws, shall be available to and vest in the Resulting Company from the Appointed Date.

2.2 Issue of Shares by the Resulting Company2.2.1 Upon the Scheme finally coming into effect and in consideration of de-merger and vesting of the

Demerged Business-1 & 2 of the Transferor Companies No. 1 & 2, respectively, into the Resulting Company, in terms of this Scheme, the Resulting Company shall, without any further application or deed, issue and allot shares to the Shareholders of the Transferor Companies No. 1 & 2, whose names appear in the Register of Members as on the Record Date-1, in the following ratio:

a. The Resulting Company-Oasis Securities Pvt Ltd will issue 1 (one) 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `12 (Rupees twelve) per share, credited as fully paid up, for every 1 (one) Equity Share of `10 each held in the Transferor Company No. 1-Bagrrys Finance Pvt Ltd.

b. The Resulting Company-Oasis Securities Pvt Ltd will issue 1 (one) 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `14 (Rupees fourteen) per share, credited as fully paid up, for every 1 (one) Equity Share of `10 each held in the Transferor Company No. 2-Kanak Global Securities Pvt Ltd.

2.2.2 Any fraction arising out of the aforesaid exchange process as mentioned in clause 2.2.1 above, if any, will be rounded off to nearest whole number.

2.2.3 8% non-cumulative compulsorily redeemable Preference Shares (CRPS) to be issued in terms of clause 2.2.1 above shall be subject to the provisions of the Memorandum and Articles of Association of the Resulting Company.

2.2.4 8% non-cumulative compulsorily redeemable Preference Shares to be issued in terms of clause 2.2.1 above, shall be redeemed in accordance with the provisions of the Companies Act, 2013, relating to redemption of preference shares, within a period of 20 (twenty) years from the date of issue of such shares at the respective premium per share at which these CRPS have been issued.

2.2.5 Since the redemption price of CRPS to be issued in terms of clause 2.2.1.a, clause 2.2.1.b and clause 4.2.1.a is different, the Resulting Company may assign different series/serial number to these CRPS for easy identification of these shares.

2.2.6 The issue and allotment of Shares by the Resulting Company to the shareholders of the Transferor Companies No. 1 & 2, as provided in this Scheme, is an integral part thereof. The members of the Resulting Company, on approval of the Scheme, shall be deemed to have given their approval under sections 42 & 62 of the Companies Act, 2013, and other applicable provisions, if any, for issue of Shares in terms of this Scheme.

2.2.7 If any Shareholder of the Transferor Companies No. 1 & 2 is desirous of receiving shares in dematerialized form, such option may be exercised by giving a notice to this effect along with the requisite detail of the relevant depository account, to the Resulting Company on or before the Record Date fixed for this purpose. In the event that such notice is not received by the Resulting Company, the Preference Shares will be issued to such shareholders in physical form. The

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Resulting Company will take necessary steps to register itself with the concerned Depository(ies) to enable it to issue shares in dematerialized form.

2.2.8 The reduction of the paid-up capital, reserves & surplus, etc., as the case may be, of the Transferor Companies No. 1 & 2 and Resulting Company, if any, shall be effected as an integral part of the Scheme only. Approval of this Scheme by the Shareholders and/or Creditors of the Transferor Companies No. 1 & 2 and the Resulting Company, as the case may be, and sanction by the Tribunal under sections 230 and 232 of the Companies Act, 2013, shall be sufficient compliance with the provisions of sections 66 of the Companies Act, 2013, and other applicable provisions, if any, relating to the reduction of paid up capital and reserves & surplus of the Transferor Companies No. 1 & 2 and the Resulting Company, if any. The Order of the Tribunal sanctioning the Scheme shall be deemed to be also the Order under section 66 of the Act for the purpose of confirming the reduction. Such reduction would not involve either the diminution of any liability in respect of un-paid share capital or the payment to any shareholder of any paid-up share capital.

2.2.9 It is clarified that provisions of this Scheme with regard to issue of shares by the Resulting Company will not apply to the share application money, if any, which may remain outstanding in the Transferor Companies No. 1 & 2.

2.3 Accounting Treatment Upon the Scheme becoming effective, De-merger of respective Demerged Business of Bagrrys

Finance Pvt Ltd and Kanak Global Securities Pvt Ltd into Oasis Securities Pvt Ltd will be accounted for in accordance with the applicable provisions of the Companies Act, 2013, Accounting Standards as prescribed under the Companies (Accounting Standards) Rules, 2006, Ind AS as prescribed under the Companies (Indian Accounting Standards) Rules, 2015, and Generally Accepted Accounting Principles in India (Indian GAAP), as the case may be.

De-merger of Demerged Business-1 & 2 of the Transferor Companies No. 1 & 2, respectively, into the Resulting Company will be accounted in the following manner:

2.3.1 In the books of the Transferor Companies No. 1 & 2a. All the assets and liabilities pertaining to the respective Demerged Business-1 & 2 (difference

between the assets and liabilities hereinafter referred to as “Net Assets”), which cease to be the assets and liabilities of the Transferor Companies No. 1 & 2, respectively, will be reduced from the books of accounts of the Transferor Companies No. 1 & 2 at their respective book values, as on the Appointed Date-1.

b. Difference between the assets and liabilities pertaining to the Demerged Business-1 & 2, respectively, will be adjusted against the Reserves and Surplus, in books of the Transferor Companies No. 1 & 2, respectively. Any balance left will be debited to goodwill account.

2.3.2 In the books of the Resulting Companya. The Resulting Company shall record the assets and liabilities (difference between the assets

and liabilities hereinafter referred to as “Net Assets”) pertaining to the Demerged Business-1 & 2 vested in it pursuant to this Scheme, at the book values as appearing in the books of the Transferor Companies No. 1 & 2, respectively, as on the Appointed Date. In terms of the provisions of section 2(19AA) of the Income Tax Act, 1961, any change in the value of assets consequent to their revaluation will be ignored.

b. The Resulting Company shall credit to the Share Capital Account, in the books of accounts, the aggregate face value of the new Shares issued by it to the Shareholders of the Transferor Companies No. 1 & 2 pursuant to clause 2.2.1 of this Scheme. The Resulting Company will also credit to the Securities Premium Account, in the books of accounts, the aggregate value of premium on the new Preference Shares issued by it to the Shareholders of the Transferor Companies No. 1 & 2 pursuant to clause 2.2.1 of this Scheme.

c. Any difference between the Net Assets and the aggregate face value of new Preference Shares issued and securities premium amount on such Preference Shares, shall be credited to the Capital Reserve (in case of surplus) or adjusted against the Capital Reserve, Securities Premium Account and other Reserves and Surplus, in that order, in books of the Resulting Company (in case of deficit). Any balance of deficit left will be debited to goodwill account.

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PART-3

AMALGAMATION OF BAGRRYS FINANCE PVT LTD AND KANAK GLOBAL SECURITIES PVT LTD (WITH RESIDUAL BUSINESS CONSISTING OF STRATEGIC INVESTMENTS IN BAGRRYS INDIA

LTD) WITH

BAGRRYS INDIA LTD

3.1 Transfer and vesting of Undertaking3.1.1 After giving effect to the de-merger as provided under Part 2 of this Scheme, with effect from the

commencement of business on 1st April, 2017, i.e., the Appointed Date-1, subject to the provisions of the Scheme in relation to the modalities of transfer and vesting, residual business of the Transferor Companies No. 1 & 2 consisting of strategic investments in Bagrrys India Ltd along with all connected benefits and interests arising to the Transferor Companies No. 1 & 2 (hereinafter collectively referred to as “the said assets”) shall, without any further act or deed or without payment of any duty or other charges, be transferred to and vested in the Transferee Company pursuant to the provisions of Section 232 of the Act, for all the estates, rights, titles and interest of the Transferor Companies therein so as to become the properties of the Transferee Company but, subject to mortgages, charges and encumbrances, if any, then affecting the undertaking of the Transferor Companies without such charges in any way extending to the undertaking of the Transferee Company.

3.1.2 Notwithstanding what is provided herein above, it is expressly provided that in respect to such of the said assets as are movable in nature or are otherwise capable of being transferred by physical delivery or by endorsement and delivery, the same shall be so transferred, with effect from the appointed date, by the Transferor Companies to the Transferee Company after the Scheme is duly sanctioned and given effect to without requiring any order of the Tribunal or any deed or instrument of conveyance for the same or without the payment of any duty or other charges and shall become the property of the Transferee Company accordingly.

3.1.3 On and from the Appointed Date, all liabilities, provisions, duties and obligations including Income Tax, Service Tax and other statutory liabilities, if any, of every kind, nature and description of the Transferor Companies (pertaining to the residual business of the Transferor Companies No. 1 & 2), whether provided for in the books of accounts of the Transferor Companies or not, shall devolve and shall stand transferred or be deemed to be transferred without any further act or deed, to the Transferee Company with effect from the Appointed Date and shall be the liabilities, provisions, duties and obligations of the Transferee Company.

3.1.4 Similarly, on and from the Appointed Date, all the taxes and duties including advance tax, tax deducted at source, tax collected at source, credit of MAT, self-assessment tax, service tax, paid by or on behalf of the Transferor Companies (pertaining to the residual business of the Transferor Companies No. 1 & 2) immediately before the amalgamation shall become or be deemed to be the property of the Transferee Company by virtue of the amalgamation. Upon the Scheme becoming effective, all the direct and indirect taxes paid (including, without limitation, income tax, minimum alternate tax, TDS, TCS, service tax, etc.) by the Transferor Companies (pertaining to the residual business of the Transferor Companies No. 1 & 2) from the appointed date, regardless of the period to which they relate, shall be deemed to have been paid for and on behalf of and to the credit of the Transferee Company as effectively as if the Transferee Company had paid the same.


3.1.6 On the Scheme becoming effective, the Transferee Company shall be entitled to file/revise income tax returns, TDS returns and other statutory filings and returns, filed by it or by the Transferor Companies under the Income Tax Act, 1961, service tax law and other tax laws, if required, and shall have the right to claim refunds, depreciation benefits, advance tax credits, etc., if any.

3.1.7 Upon the Scheme coming into effect, any obligation for deduction of tax at source on any payment made by or to be made by the Transferor Companies (pertaining to the residual business) shall be made or deemed to have been made and duly complied with by the Transferee Company.

3.1.8 Any refund under the Income Tax Act, 1961 or other applicable laws/ regulations dealing with taxes/ duties/ levies allocable or related to the residual business of the Transferor Companies due to Transferor Companies, consequent to the assessment made on Transferor Companies and for which no credit is taken in the accounts as on the date immediately preceding the Appointed Date shall also belong to and be received by the Transferee Company.

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3.1.9 All other assets & liabilities of the Transferor Companies (pertaining to the residual business), which may not be specifically covered in the aforesaid clauses, shall also stand transferred to the Transferee Company with effect from the Appointed Date.

3.2 Issue of Shares by the Transferee Company3.2.1 Upon the Scheme finally coming into effect and in consideration of the transfer and vesting of all

the said assets and liabilities of the Transferor Companies (pertaining to the residual business) to the Transferee Company in terms of the Scheme, the Transferee Company shall, without any further application or deed, issue and allot shares to the Shareholders of the Transferor Company, whose names appear in the Register of Members as on the Record Date-2, in the following ratio:a. The Transferee Company-Bagrrys India Ltd will issue 10,06,600 (ten lakh six thousand six

hundred) Equity Shares of `10 each, credited as fully paid up, to the Shareholders of the Transferor Company No. 1-Bagrrys Finance Pvt Ltd in proportion to their shareholding in the Transferor Company No. 1.

b. The Transferee Company-Bagrrys India Ltd will issue 3,34,000 (three lakh thirty four thousand) Equity Shares of `10 each, credited as fully paid up, to the Shareholders of the Transferor Company No. 2-Kanak Global Securities Pvt Ltd in proportion to their shareholding in the Transferor Company No. 2.

3.2.2 Any fraction arising out of the aforesaid exchange process, if any, will be rounded off to nearest whole number. However, total number of shares to be issued by the Transferee Company to the Shareholders of the Transferor Companies No. 1 & 2 will not exceed the aggregate number of shares as given in 3.2.1 ‘a’ and ‘b’ above.

3.2.3 The Equity Shares to be issued in terms of clause 3.2.1 above shall be subject to the provisions of the Memorandum and Articles of Association of the Transferee Company. The new Equity Shares to be issued by the Transferee Company shall rank pari passu in all respects, including dividend, with the existing Equity Shares, if any, of the Transferee Company.

3.3.4 The issue and allotment of Shares by the Transferee Company to the shareholders of the Transferor Companies No. 1 & 2, as provided in this Scheme, is an integral part thereof. The members of the Transferee Company, on approval of the Scheme, shall be deemed to have given their approval under sections 42 & 62 of the Companies Act, 2013, and other applicable provisions, if any, for issue of Shares in terms of this Scheme.

3.3.5 The Transferee Company is registered with the depositories (NSDL and CDSL) for de-mat facilities. New Equity Shares to be issued by the Transferee Company on amalgamation may be issued in dematerialized form, at the option of the Shareholders. The Shareholders who are entitled to receive the shares on amalgamation may exercise the option to receive shares in de-mat form by giving a notice to this effect along with detail of the relevant depository account, to the Transferee Company on or before the Record Date fixed for this purpose. In the event that such notice is not received by the Transferee Company, the New Equity Shares of the Transferee Company will be issued to such shareholders in physical form.

3.3 Upon this Scheme becoming effective: 3.3.1 Entire Issued Share Capital and share certificates of the Transferor Companies shall automatically

stand cancelled. Holders of Shares and other securities, if any, of the Transferor Company will not be required to surrender share certificates/ securities certificates held by them in the Transferor Companies.

3.3.2 Cross holding of Shares and other securities, if any, between the Transferor Companies; and/or between the Transferor Companies and the Transferee Company, on the record date, if any, shall stand cancelled. Approval of this Scheme by the Shareholders and/or Creditors of the Transferor and the Transferee Companies, as the case may be, and sanction by the Hon’ble National Company Law Tribunal under sections 230 and 232 of the Companies Act, 2013, and other applicable provisions, if any, shall be sufficient compliance with the provisions of section 66 of the Companies Act, 2013, and other applicable provisions, if any, relating to the reduction of share capital on cancellation of cross holding, if any. Such reduction would not involve either the diminution of any liability in respect of un-paid share capital or the payment to any shareholder of any paid-up share capital.

3.3.3 The Transferee Company will increase/modify its Authorised Share Capital for implementing the terms of the Scheme, to the extent necessary.

3.4 Dissolution of Transferor Companies Upon this Scheme becoming effective, the Transferor Companies No. 1 & 2 shall stand dissolved without

winding up process.

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3.5 On Dissolution of the Transferor Companies No. 1 & 2, the respective Certificate of Registration as non-banking finance company issued by the Reserve Bank of India to the Transferor Companies No. 1 & 2, will stand cancelled. The Transferee Company, if so required, will surrender the Certificates of Registration issued by the RBI in favour of the Transferor Companies No. 1 & 2, and will take other necessary steps in this regard.

s Accounting Treatment Upon the Scheme becoming effective, amalgamation of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (with residual business) with Bagrrys India Ltd will be accounted for in accordance with the applicable provisions of the Companies Act, 2013, Accounting Standards as prescribed under the Companies (Accounting Standards) Rules, 2006, Ind AS as prescribed under the Companies (Indian Accounting Standards) Rules, 2015, and Generally Accepted Accounting Principles in India (Indian GAAP), as the case may be.In terms of the Accounting Standard (AS) 14, amalgamation of the Transferor Companies with the Transferee Company will be accounted in the following manner:a. The amalgamation shall be an ‘amalgamation in the nature of purchase’ as defined in the Accounting

Standard (AS) 14 as prescribed under the Companies Act, 2013, and shall be accounted for under the ‘purchase method’ in accordance with the said AS-14.

b. Accordingly, all the assets and liabilities recorded in the books of the Transferor Companies shall be transferred to and vested in the Transferee Company pursuant to the Scheme and shall be recorded by the Transferee Company at the respective book values as reflected in the books of the Transferor Companies as on the Appointed Date-1.

c. Cross investments or other inter-company balances, if any, will stand cancelled.d. In accordance with the Accounting Standard 14, any deficit arising out of amalgamation (i4 ncluding

on account of cancellation of cross holdings or any other inter-company balances) shall be debited to goodwill account. Whereas any surplus arising out of Amalgamation (including on account of cancelling of cross holdings or any other inter-company balances) shall be credited to capital reserve.

e. Any goodwill account debited as mentioned above, (including any goodwill account in the Transferor Companies No. 1 & 2) will be written off against the securities premium account and other reserves and surplus, in that order, if any, in the books of the Transferee Company simultaneously.

f. Accounting policies of the Transferor Companies will be harmonized with that of the Transferee Company following the amalgamation.

It is, however, clarified that in case of applicability of the Ind AS as prescribed under the Companies (Indian Accounting Standards) Rules, 2015, amalgamation of the Transferor Companies with the Transferee Company will be accounted for in the manner as provided in the applicable Ind AS.

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PART-4

DE-MERGER OF DEMERGED BUSINESS OF BAGRRYS INDIA LTD INTO OASIS SECURITIES PVT LTD4.1 With effect from the commencement of business on 1st May, 2017, i.e., the Appointed Date-2, subject

to the provisions of the Scheme in relation to the modalities of transfer and vesting, the Demerged Business-3 of the Transferee Company, as defined in Clause 1.7, shall stand transferred to and vested in or deemed to be transferred to and vested into the Resulting Company, as a going concern, in the following manner:

4.1.1 The whole of the undertaking and properties of the Demerged Business-3 of the Transferee Company shall, without any further act or deed or without payment of any duty, stamp duty, or other charges, stand transferred to and vested in or be deemed to be transferred to and vested in the Resulting Company, pursuant to the provisions contained in sections 230 and 232 of the Companies Act, 2013, and all other applicable provisions, if any, so as to vest in the Resulting Company, for all rights, title and interest pertaining to the Demerged Business-3 of the Transferee Company.

4.1.2 All debts, liabilities, contingent liabilities, duties and obligations of every kind, nature and description of the Transferee Company, relating to the Demerged Business3 shall also, under the provisions of Sections 230 and 232 and all other applicable provisions, if any, of the Act, and without any further act or deed, be transferred to or be deemed to be transferred to the Resulting Company, so as to become the debts, liabilities, contingent liabilities, duties and obligations of the Resulting Company, and it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, contingent liabilities, duties and obligations have arisen in order to give effect to the provisions of this sub-clause.

4.1.3 All licenses, permissions, approvals, consents or NOCs given by various government departments and other competent authorities to the Transferee Company, in relation to the Demerged Business-3 or otherwise held by the Transferee Company to implement/carry on the Demerged Business-3, shall stand vested in or transferred to the Resulting Company, without any further act or deed, and shall be appropriately mutated by the authorities concerned therewith in favour of the Resulting Company. The benefit of all statutory and regulatory permissions, registrations or other licenses, and consents shall vest in and become available to the Resulting Company, pursuant to the Scheme.

4.1.4 The transfer and vesting of the Demerged Business-3, as aforesaid, shall be subject to the existing securities, charges, mortgages and other encumbrances if any, subsisting over or in respect of the property and assets or any part thereof pertaining to the Demerged Business-3, to the extent such securities, charges, mortgages, encumbrances are created to secure the liabilities forming part of Demerged Business-3.


4.1.6 For the avoidance of doubt and without prejudice to the generality of the foregoing, it is clarified that in accordance with the provisions of relevant laws, consents, permissions, licenses, registrations, certificates, authorities, power of attorneys given by, issued to or executed in favour of Demerged Business-3; and the rights and benefits under the same and all other interests of the Demerged Business-3, be without any further act or deed, be transferred to and vested in the Resulting Company.

4.1.7 Upon the Scheme coming into effect, all taxes/ cess/ duties, direct and/ or indirect, payable by or on behalf of the Demerged Business-3, from the Appointed Date onwards, including all advance tax payments, tax deducted at source, any refunds or claims (including refunds or claims pending with the Revenue Authorities), shall, for all purposes, be treated as the tax/ cess/ duty, liability, advance tax payment, tax deducted at source, refund or claim, as the case may be, of the Resulting Company. The Resulting Company is expressly permitted to claim refunds/ credits in respect of any transaction between the Demerged Business-3 of the Transferee Company and the Resulting Company, if any.

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4.1.8 Upon the Scheme becoming effective, all un-availed credits and exemptions, statutory benefits, including in respect of Income Tax (including MAT credit), CENVAT, Customs, VAT, Sales Tax, Service Tax, etc., relating to Demerged Business-3 to which the Transferee Company are entitled to, shall be available to and vest in the Resulting Company, without any further act or deed.

4.1.9 Upon this Scheme becoming effective, the Transferee Company and the Resulting Company are permitted to revise and file their respective income tax returns, including tax deducted at source certificates, sales tax/ value added tax returns, service tax returns and other tax returns for the period commencing on and from the Appointed Date, and to claim refunds/ credits, pursuant to the provisions of this Scheme.

4.1.10 Without prejudice to the generality of the above, all benefits, incentives, claims, losses, credits (including, without limitation income tax, service tax, excise duty, applicable state value added tax etc.) to which Demerged Business-3 of the Transferee Company are entitled to, in terms of applicable laws, shall be available to and vest in the Resulting Company from the Appointed Date.

4.2 Issue of Shares by the Resulting Company4.2.1 Upon the Scheme finally coming into effect and in consideration of de-merger and vesting of the

Demerged Business-3 of the Transferee Company into the Resulting Company, in terms of this Scheme, the Resulting Company shall, without any further application or deed, issue and allot shares to the Shareholders of the Transferee Company, whose names appear in the Register of Members as on the Record Date-3, in the following ratio:

a. The Resulting Company-Oasis Securities Pvt Ltd will issue 1 (one) 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `247 (Rupees two hundred forty seven) per share, credited as fully paid up, for every 1 (one) Equity Share of `10 each held in the Transferee Company-Bagrrys India Ltd.

4.2.2 Further, to give effect to the de-merger in its books of accounts, the Transferee Company-Bagrrys India Ltd will reduce, on a proportionate basis, its issued, subscribed and paid up equity share capital to 25% by extinguishing 75% of its issued, subscribed and paid up equity share capital.

The aforesaid reduction in the subscribed, issued and paid up equity share capital of the Transferee Company shall be effected across the board on a proportionate basis in proportion to the shares held by the shareholders, such that the Transferee Company shall extinguish 3 (three) Equity Shares of `10 each held by each of its shareholders, for every 4 (four) Equity Shares of `10 each held in the Transferee Company.

4.2.3 Any fraction arising out of the aforesaid exchange process/ reduction of capital as mentioned in clause 4.2.1 and 4.2.2 above, if any, will be rounded off to nearest whole number.

4.2.4 8% non-cumulative compulsorily redeemable Preference Shares (CRPS) to be issued in terms of clause 4.2.1 above shall be subject to the provisions of the Memorandum and Articles of Association of the Resulting Company.

4.2.5 8% non-cumulative compulsorily redeemable Preference Shares to be issued in terms of clause 4.2.1 above, shall be redeemed in accordance with the provisions of the Companies Act, 2013, relating to redemption of preference shares, within a period of 20 (twenty) years from the date of issue of such shares at the respective premium per share at which these CRPS have been issued. As already clarified, the Resulting Company may assign different series/serial number to various CRPS to be issued by it in terms of this Scheme, for easy identification.

4.2.6 The issue and allotment of Shares by the Resulting Company to the shareholders of the Transferee Company, as provided in this Scheme, is an integral part thereof. The members of the Resulting Company, on approval of the Scheme, shall be deemed to have given their approval under sections 42 & 62 of the Companies Act, 2013, and other applicable provisions, if any, for issue of Shares in terms of this Scheme.

4.2.7 The Shareholders of the Transferee Company who are holding shares in dematerialized form will be issued new Preference Shares on de-merger by the Resulting Company in dematerialized form only. Further, if any other Shareholder of the Transferee Company is desirous of receiving shares in dematerialized form, such option may be exercised by giving a notice to this effect along with requisite detail of the relevant depository account, to the Resulting Company on or before the Record Date fixed for this purpose. In the event that such notice is not received by the Resulting

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Company, the New Preference Shares will be issued to such shareholders in physical form.

4.2.8 It is clarified that provisions of this Scheme with regard to issue of shares by the Resulting Company will not apply to the share application money, if any, which may remain outstanding in the Transferee Company.

4.2.9 On the Scheme being effective, all the share certificates issued by the Transferee Company shall automatically stand cancelled and new share certificate(s) will be issued by the Transferee Company without surrender of the original share certificates to give effect to aforesaid reduction in terms of clause 4.2.2 of this Scheme.

In case of shares held in dematerialized form, necessary corporate action will be implemented with the concerned Depositories and steps will be taken by the Transferee Company to give effect to the reduction of capital in terms of this Scheme.

4.2.10 The reduction of the paid-up capital, reserves & surplus, etc., as the case may be, of the Transferee Company and Resulting Company, if any, shall be effected as an integral part of the Scheme only. Approval of this Scheme by the Shareholders and/or Creditors of the Transferee Company and the Resulting Company, as the case may be, and sanction by the Tribunal under sections 230 and 232 of the Companies Act, 2013, shall be sufficient compliance with the provisions of sections 66 of the Companies Act, 2013, and other applicable provisions, if any, relating to the reduction of paid up capital and reserves & surplus of the Transferee Company and the Resulting Company, if any. The Order of the Tribunal sanctioning the Scheme shall be deemed to be also the Order under section 66 of the Act for the purpose of confirming the reduction. Such reduction would not involve either the diminution of any liability in respect of un-paid share capital or the payment to any shareholder of any paid-up share capital.

4.2.11 On the Scheme being effective, the authorised share capital of the Transferor Companies shall be added to and shall form part of the authorized share capital of the Resulting Company without any further act or deed. Accordingly, the authorised share capital of the Resulting Company shall stand increased to the extent of the aggregate authorised share capital of the Transferor Companies No. 1 & 2 as on the effective date, without payment of any fees or charges to the Registrar of Companies and/or to any other government authority. Clause V of the Memorandum of Association and relevant article(s) of the Articles of Association of the Resulting Company shall stand modified to give effect to the aforesaid increase in the authorised Share Capital of the Resulting Company without any further approval.

4.2.12 On the Scheme being effective but before the allotment of Shares by the Resulting Company to the Shareholders of the Transferee Company, the Resulting Company will be converted into a public limited company. The Resulting Company will file necessary forms and other documents with the concerned Registrar of Companies and other competent authority in this regard and take requisite steps in this regard. However, separate approval from the Shareholders of the Resulting Company will not be required for such conversion. The members of the Resulting Company, on approval of the Scheme, shall be deemed to have given their approval under sections 13 & 14 of the Companies Act, 2013, and other applicable provisions, if any, for conversion of the Company from a private limited company to public limited company and other connected/consequential matters.

4.2.13 Save as provided in this Scheme, the Resulting Company shall increase/modify its Authorized Share Capital for implementing the terms of the Scheme, to the extent necessary.

4.3 Accounting Treatment Upon the Scheme becoming effective, De-merger of the Demerged Business of Bagrrys India Ltd

into Oasis Securities Pvt Ltd will be accounted for in accordance with the applicable provisions of the Companies Act, 2013, Accounting Standards as prescribed under the Companies (Accounting Standards) Rules, 2006, Ind AS as prescribed under the Companies (Indian Accounting Standards) Rules, 2015, and Generally Accepted Accounting Principles in India (Indian GAAP), as the case may be.

De-merger of Demerged Business-3 of the Transferee Company into the Resulting Company will be accounted in the following manner:

4.3.1 In the books of the Transferee Companya. All the assets and liabilities pertaining to the Demerged Business-3 (difference between the

assets and liabilities hereinafter referred to as “Net Assets”), which cease to be the assets

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and liabilities of the Transferee Company will be reduced from the books of accounts of the Transferee Company at their respective book values, as on the Appointed Date-2.

b. The Transferee Company shall reduce its existing issued and paid up share capital as provided in clause 4.2.2 of this Scheme.

c. Difference between the assets and liabilities pertaining to the Demerged Business-3 over the amount of reduction in issued and paid up share capital of the Transferee Company, as provided in clause 4.2.2, will be adjusted against the Capital Reserve, Securities Premium Account and other Reserves and Surplus, in that order, in books of the Transferee Company. Any balance left will be debited to goodwill account.

4.3.2 In the books of the Resulting Companya. The Resulting Company shall record the assets and liabilities (difference between the

assets and liabilities hereinafter referred to as “Net Assets”) pertaining to the Demerged Business-3 vested in it pursuant to this Scheme, at the book values as appearing in the books of the Transferee Company as on the Appointed Date. In terms of the provisions of section 2(19AA) of the Income Tax Act, 1961, any change in the value of assets consequent to their revaluation will be ignored.

b. The Resulting Company shall credit to the Share Capital Account, in the books of accounts, the aggregate face value of the new Shares issued by it to the Shareholders of the Transferee Company pursuant to clause 4.2.1 of this Scheme. The Resulting Company will also credit to the Securities Premium Account, in the books of accounts, the aggregate value of premium on the new Shares issued by it to the Shareholders of the Transferee Company pursuant to clause 4.2.1 of this Scheme.

c. Any difference between the Net Assets and the aggregate face value of new Shares issued and securities premium amount on such new Shares, shall be credited to the Capital Reserve (in case of surplus) or adjusted against the Capital Reserve, Securities Premium Account and other Reserves and Surplus, in that order, in books of the Resulting Company (in case of deficit). Any balance of deficit left will be debited to goodwill account.

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PART 5

RE-ORGANISATION OF SHARE CAPITAL OF THE TRANSFEREE COMPANY

5.1 The Transferee Company has some outside/non-promoter shareholders. Since the Transferee Company is an un-listed company, there is no mechanism/platform available to these Shareholders to sell/dispose-off these shares, if they so wish. In order to provide an exit opportunity to all the outside/non-promoter shareholders, it is proposed to re-organise the share capital of the Transferee Company by cancelling the Equity Shares held by all the outside/non-promoter shareholders; and to issue 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `114 (one hundred fourteen) per share.

5.2 Accordingly, after the reduction of equity share capital by the Transferee Company in terms of the provisions of clause 4.2.2; and issue of equity shares by the Transferee Company on amalgamation in terms of the provisions of clause 3.2.1, Equity Shares in the Transferee Company held by all the outside/non-promoter shareholders shall, without any further act or application, be cancelled and equal number of 8% non-cumulative compulsorily redeemable Preference Shares of `10 each at a premium of `114 (one hundred fourteen) per share, credited as fully paid-up, shall be issued by the Transferee Company to all the outside/non-promoter shareholders.

It is, however, clarified that an outside/non-promoter shareholder is entitled to retain his/her/its equity shareholding in the Transferee Company by giving a notice of such intention to the Transferee Company any time up to the record date to be fixed for such purpose. In all the cases where the Transferee Company receives intimation from the non-promoter Shareholders to retain their equity shareholding in the Transferee Company, equity shares with respect to all such shareholders will not be cancelled and will not be replaced with 8% non-cumulative compulsorily redeemable Preference Shares.

5.3 8% non-cumulative compulsorily redeemable Preference Shares to be issued in terms of clause 5.1 above, shall be redeemed in terms of the provisions of the Companies Act, 2013, relating to redemption of preference shares, within a period of 20 (twenty) years from the date of issue of such shares at a premium of `114 (one hundred fourteen) per share. Preference Shares will also carry a put and call option available to the Company and the Holders of such shares for an early redemption.

5.4 Relevant equity share certificates issued by the Transferee Company with respect to all such outside/non-promoter shareholders (who have not given intimation of their intention to retain their equity shareholding in the Transferee Company) shall automatically stand cancelled and new preference share certificate(s) will be issued without surrender of the original equity share certificates to give effect to aforesaid re-organisation and other provisions of this Scheme. It is clarified that the Transferee Company will simultaneously implement and give effect to the different provisions of this Scheme with regard to issue of shares by the Transferee Company to the Shareholders of the Transferor Companies No. 1 & 2 on amalgamation, reduction of capital of the Transferee Company on de-merger of its demerged business into the Resulting Company; and Re-organisation of its Share Capital.

5.5 Approval of this Scheme by the Shareholders and/or Creditors of the Transferor Companies, the Transferee Company and the Resulting Company, as the case may be, and sanction by the Hon’ble National Company Law Tribunal shall be sufficient compliance with the provisions of sections 230, 232 and 66 of the Companies Act, 2013, and other applicable provisions, if any, relating to the aforesaid re-organisation of share capital. Re-organisation of share capital would not involve either the diminution of any liability in respect of un-paid share capital or the payment to any shareholder of any paid-up share capital. The Transferee Company is not proposing any buy-back of shares from its shareholders.

5.6 It is clarified that no creditor of the Transferee Company will be adversely affected by the proposed re-organisation of share capital. Preference Shares to be issued in terms of clause 5.1 above, shall be redeemed in accordance with the provisions of the Companies Act, 2013, relating to the redemption of preference shares.

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PART 6

GENERAL CLAUSES

6.1 CONDUCT OF BUSINESS UNTIL THE EFFECTIVE DATE6.1.1 With effect from the Appointed Date and up to and including the Effective Date:

a. The Transferor Companies No. 1 & 2 and the Transferee Company, in relation to the Demerged Business-1, 2 & 3, respectively, shall carry on and be deemed to have carried on the business and activities and shall possessed of their properties and assets for and in trust of the Resulting Company. All the profits/losses accruing shall, for all purposes, be treated as profits/losses of the Resulting Company.

Similarly, the Transferor Companies No. 1 & 2 (with respect to their Residual Business) shall carry on and be deemed to have carried on the business and activities and shall possessed of their properties and assets for and in trust of the Transferee Company. All the profits/losses accruing shall, for all purposes, be treated as profits/losses of the Transferee Company.

b. The Transferor Companies No. 1 & 2 and the Transferee Company, in relation to the Demerged Business-1, 2 & 3, respectively, shall not, without the prior written consent of the Board of Directors of the Resulting Company or pursuant to any pre-existing obligation, sell, transfer or otherwise alienate, charge, mortgage or encumber or otherwise deal with or dispose of any undertaking or any part thereof except in the ordinary course of their business.

Similarly, the Transferor Companies No. 1 & 2 (with respect to their Residual Business), shall not, without the prior written consent of the Board of Directors of the Transferee Company or pursuant to any pre-existing obligation, sell, transfer or otherwise alienate, charge, mortgage or encumber or otherwise deal with or dispose of any undertaking or any part thereof except in the ordinary course of its business.

6.2 STAFF, WORKMEN AND EMPLOYEES6.2.1 On the Scheme becoming effective, all staff, workmen and employees of the Transferor Companies

No. 1 & 2 and the Transferee Company, in relation to the Demerged Business-1, 2 & 3, respectively, in service on the Effective Date, shall become and deemed to have become staff, workmen and employees of the Resulting Company, on such date without any break or interruption in their service and on the basis of continuity of service, and upon terms and conditions not less favorable than those applicable to them with reference to the Transferor Companies No. 1 & 2 and the Transferee Company, in relation to the Demerged Business-1, 2 & 3, respectively, on the Effective Date.

Similarly, on the Scheme becoming effective, all staff, workmen and employees of the Transferor Companies No. 1 & 2 (with respect to their Residual Business), in service on the Effective Date, shall become and deemed to have become staff, workmen and employees of the Transferee Company, on such date without any break or interruption in their service and on the basis of continuity of service, and upon terms and conditions not less favorable than those applicable to them with reference to the Transferor Companies No. 1 & 2, in relation to their respective Residual Business, on the Effective Date.

6.2.2 It is expressly provided that, on the Scheme becoming effective, the Provident Fund, Gratuity Fund, Superannuation Fund and any other special fund or trusts created or existing for the benefit of the staff, workmen and employees of the Transferor Companies No. 1 & 2 and the Transferee Company, in relation to the Demerged Business-1, 2 & 3, respectively, the Resulting Company shall stand substituted for the Transferor Companies No. 1 & 2 and the Transferee Company, in relation to the Demerged Business-1, 2 & 3, respectively, for all purposes and intents, whatsoever, relating to the administration or operation of such schemes or funds or in relation to the obligation to make contributions to the said funds in accordance with the provisions of such funds, if any. It is the intent that all the rights, duties, powers and obligations of the Transferor Companies No. 1 & 2 and the Transferee Company, in relation to the Demerged Business-1, 2 & 3, respectively, in relation to such funds shall become those of the Resulting Company. It is clarified that the services of the staff, workmen and employees of the Transferor Companies No. 1 & 2 and the Transferee Company, in relation to the Demerged Business-1, 2 & 3, respectively, will be treated as having been continuous for the purpose of the aforesaid funds or provisions.

Similarly, on the Scheme becoming effective, the Provident Fund, Gratuity Fund, Superannuation Fund and any other special fund or trusts created or existing for the benefit of the staff, workmen and employees of the Transferor Companies No. 1 & 2 (with respect to their Residual Business), the

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Transferee Company shall stand substituted for the Transferor Companies No. 1 & 2 (with respect to the Residual Business) for all purposes and intents, whatsoever, relating to the administration or operation of such schemes or funds or in relation to the obligation to make contributions to the said funds in accordance with the provisions of such funds, if any. It is the intent that all the rights, duties, powers and obligations of the Transferor Companies No. 1 & 2 (with respect to the Residual Business), in relation to such funds shall become those of the Transferee Company. It is clarified that the services of the staff, workmen and employees of the Transferor Companies No. 1 & 2 (with respect to the Residual Business), will be treated as having been continuous for the purpose of the aforesaid funds or provisions.

6.3 LEGAL PROCEEDINGS6.3.1 All legal proceedings of whatever nature by or against the Transferor Companies No. 1 & 2 and

the Transferee Company, in relation to the Demerged Business-1, 2 & 3, respectively, pending and/or arising on or after the Appointed Date shall not abate or be discontinued or be, in any way, prejudicially affected by reason of the Scheme or by anything contained in this Scheme but the proceedings may be continued, prosecuted and enforced by or against the Resulting Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Transferor Companies No. 1 & 2 and the Transferee Company, in relation to the Demerged Business-1, 2 & 3, respectively, as if the Scheme had not been made.

Similarly, all legal proceedings of whatever nature by or against the Transferor Companies No. 1 & 2 (with respect to the Residual Business) pending and/or arising on or after the Appointed Date shall not abate or be discontinued or be, in any way, prejudicially affected by reason of the Scheme or by anything contained in this Scheme but the proceedings may be continued, prosecuted and enforced by or against the Transferee Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Transferor Companies No. 1 & 2 (with respect to the Residual Business) as if the Scheme had not been made.

6.3.2 The Resulting Company undertakes to have all legal or other proceedings initiated by or against the Transferor Companies No. 1 & 2 and the Transferee Company, in relation to the Demerged Business-1, 2 & 3, respectively, referred to in the aforesaid clause transferred into its name and to have the same continued, prosecuted and enforced by or against the Resulting Company to the exclusion of the Transferor Companies No. 1 & 2 and the Transferee Company, in relation to the Demerged Business-1, 2 & 3, respectively.

Similarly, the Transferee Company undertakes to have all legal or other proceedings initiated by or against the Transferor Companies No. 1 & 2 (with respect to the Residual Business), referred to in the aforesaid clause transferred into its name and to have the same continued, prosecuted and enforced by or against the Transferee Company to the exclusion of the Transferor Companies No. 1 & 2 (with respect to the Residual Business).

6.4 CONTRACTS, DEEDS, BONDS AND OTHER INSTRUMENTS6.4.1 Subject to the other provisions of this Scheme, all contracts, deeds, bonds, agreements and

other instruments of whatsoever nature, to which the Transferor Companies No. 1 & 2 and the Transferee Company, in relation to the Demerged Business-1, 2 & 3, respectively, are a party, subsisting or having effect on the Effective date, shall remain in full force and effect against or in favour of the Resulting Company and may be enforced by or against the Resulting Company as fully and effectually as if, instead of the Transferor Companies No. 1 & 2 and the Transferee Company, in relation to the Demerged Business-1, 2 & 3, respectively, the Resulting Company had been a party thereto.

Similarly, subject to the other provisions of this Scheme, all contracts, deeds, bonds, agreements and other instruments of whatsoever nature, to which the Transferor Companies No. 1 & 2 (with respect to the Residual Business) are a party, subsisting or having effect on the Effective date, shall remain in full force and effect against or in favour of the Transferee Company and may be enforced by or against the Transferee Company as fully and effectually as if, instead of the Transferor Companies No. 1 & 2 (with Residual Business), the Transferee Company had been a party thereto.

6.4.2 It is expressly clarified that consent of the counterparties shall not be separately required for assignment of such contracts, etc., in favour of the Resulting Company or the Transferee Company, as the case may be.

6.4.3 The Resulting Company shall be obligated to fulfill all the obligations and covenants of aforesaid contracts, deeds, bonds, agreements and instruments in relation to the Demerged Business 1, 2 & 3, and indemnify and save harmless the Transferor Companies No. 1 & 2 and the Transferee

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Company, respectively, to the fullest extent lawful from and against all third party actions, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including reasonable attorney fees) relating to or arising out of, any such contracts, etc., whether in relation to any acts or omissions there under committed by the Transferor Companies No. 1 & 2 and the Transferee Company, respectively (and their respective past, present and future affiliates, shareholders, partners, agents, directors, officers, employees, representatives, advisors, attorneys, successors, heirs, executors, administrators and assigns), prior to the Appointed Date or thereafter.

Similarly, the Transferee Company shall be obligated to fulfill all the obligations and covenants of aforesaid contracts, deeds, bonds, agreements and instruments in relation to the Residual Business, and indemnify and save harmless the Transferor Companies No. 1 & 2 (with respect to the Residual Business), to the fullest extent lawful from and against all third party actions, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including reasonable attorney fees) relating to or arising out of, any such contracts, etc., whether in relation to any acts or omissions there under committed by the Transferor Companies No. 1 & 2 (with respect to the Residual Business) (and the respective past, present and future affiliates, shareholders, partners, agents, directors, officers, employees, representatives, advisors, attorneys, successors, heirs, executors, administrators and assigns), prior to the Appointed Date or thereafter.

6.4.4 The experience, track record and credentials gained by the Transferor Companies No. 1 & 2 and the Transferee Company, prior to de-merger in relation to the Demerged Business-1, 2 & 3, respectively, the same would be considered as the experience, track record and credentials of the Resulting Company itself. Accordingly, if, for the purpose of entering into any contract, tenders, bid documents, expression of interest, memorandum of understanding, agreements or any other such instruments, the Resulting Company is required to demonstrate experience, track record and credentials of the Transferor Companies No. 1 & 2 and the Transferee Company, with regard to the Demerged Business-1, 2 & 3, respectively, then the experience, track record and credentials gained by the Transferor Companies No. 1 & 2 and the Transferee Company in the past, prior to de-merger in relation to the Demerged Business 1, 2 & 3, would be considered to be equivalent as the experience, track record and credentials of the Resulting Company.

6.5 PERMISSIONS Any statutory licenses, permissions, approvals or consents to carry on the operations of the Transferor

Companies No. 1 & 2 and the Transferee Company, in relation to the Demerged Business-1, 2 & 3, respectively, shall stand vested in or transferred to the Resulting Company without any further act or deed and shall be appropriately mutated by the Statutory Authorities concerned in favour of the Resulting Company upon the vesting and transfer of the Undertakings pursuant to this Scheme. The benefit of all statutory and regulatory permissions, licenses, environmental approvals and consents, sales tax registrations or other licenses and consents of the Transferor Companies No. 1 & 2 and the Transferee Company, in relation to the Demerged Business-1, 2 & 3, respectively, shall vest in and become available to the Resulting Company pursuant to this Scheme. In so far as the various incentives, subsidies, special status and other benefits or privileges enjoyed, granted by any Government body, local authority or by any other person, or availed of by the Transferor Companies No. 1 & 2 and the Transferee Company, in relation to the Demerged Business-1, 2 & 3, respectively, are concerned, the same shall vest with and be available to the Resulting Company on the same terms and conditions.

Similarly, any statutory licenses, permissions, approvals or consents to carry on the operations of the Transferor Companies No. 1 & 2 (with respect to the Residual Business) shall stand vested in or transferred to the Transferee Company without any further act or deed and shall be appropriately mutated by the Statutory Authorities concerned in favour of the Transferee Company upon the vesting and transfer of the Undertakings pursuant to this Scheme. The benefit of all statutory and regulatory permissions, licenses, environmental approvals and consents, sales tax registrations or other licenses and consents of the Transferor Companies No. 1 & 2 (with respect to the Residual Business) shall vest in and become available to the Transferee Company pursuant to this Scheme. In so far as the various incentives, subsidies, special status and other benefits or privileges enjoyed, granted by any Government body, local authority or by any other person, or availed of by the Transferor Companies No. 1 & 2 (with respect to the Residual Business), are concerned, the same shall vest with and be available to the Transferee Company on the same terms and conditions.

6.6 SAVING OF CONCLUDED TRANSACTIONS De-merger of the Demerged Business 1, 2 & 3 into the Resulting Company as above and the continuance

of proceedings by or against the Resulting Company shall not affect any transaction or proceedings already concluded on or after the Appointed Date till the Effective Date, to the end and intent that the

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Resulting Company accepts and adopts all acts, deeds and things done and executed by the Transferor Companies No. 1 & 2 and the Transferee Company, in relation to the Demerged Business-1, 2 & 3, respectively, in respect thereto, as done and executed on behalf of the Resulting Company.

Similarly, amalgamation of the Transferor Companies No. 1 & 2 (with their respective Residual Business) with the Transferee Company and the continuance of proceedings by or against the Transferee Company shall not affect any transaction or proceedings already concluded on or 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 done and executed by the Transferor Companies No. 1 & 2 (with their respective Residual Business), as done and executed on behalf of the Transferee Company.

6.7 OPERATIVE DATE OF THE SCHEME6.7.1 This Scheme shall be effective from the last of the dates on which certified copies of order passed

by the Tribunal under Sections 230 and 232 of the Companies Act, 2013, and other applicable provisions, if any, are filed in the office(s) of the concerned Registrar of Companies. Such date is called as the Effective Date.

6.7.2 Though this Scheme shall become effective from the Effective Date, the provisions of this Scheme, so far as they relate to the de- merger and amalgamation, shall be applicable and come into operation from the respective Appointed Dates.

6.8 REMAINING BUSINESS OF THE TRANSFEREE COMPANYRemaining Business of the Transferee Company to continue with the Transferee Company6.8.1 The Remaining Business of the Transferee Company and all the assets, liabilities and obligations

pertaining thereto shall continue to belong to and be vested in and be managed by the Transferee Company.

6.8.2 All legal and other proceedings by or against the Transferee Company under any statute, whether pending on the Appointed Date or which may be instituted in future, relating to the Remaining Business of the Transferee Company (including those relating to any property, right power, liability, obligation or duty, of the Transferee Company in respect of the Remaining Business of the Transferee Company) shall be continued and enforced by or against the Transferee Company.

6.8.3 With effect from the Appointed Date and up to and including the Effective Date:

a. The Transferee Company shall be deemed to have been carrying on and to be carrying on all business and activities relating to the Remaining Business of the Transferee Company for and its own behalf;

b. All profit accruing to the Transferee Company thereon or losses arising or incurred by it relating to the Remaining Business of the Transferee Company shall, for all purposes, be treated as the profit, or losses, as the case may be, of the Transferee Company.

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PART 7

OTHER TERMS AND CONDITIONS

7.1 APPLICATION TO THE NATIONAL COMPANY LAW TRIBUNAL

7.1.1 The Transferor Companies shall make joint/separate applications/ petitions under the provisions of sections 230 & 232 of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the National Company Law Tribunal Rules, 2016, and other applicable provisions, if any, to the appropriate Bench of the Hon’ble National Company Law Tribunal and other competent authorities, if any, for sanctioning of this Scheme, dissolution of the Transferor Companies without the process of winding up and other connected matters.

7.1.2 The Resulting Company shall make joint/separate application(s)/petition(s) under the provisions of sections 230 & 232 of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the National Company Law Tribunal Rules, 2016, and other applicable provisions, if any, to the appropriate Bench of the Hon’ble National Company Law Tribunal and other competent authorities, if any, for sanctioning of this Scheme and other connected matters.

7.1.3 The Transferee Company shall also make joint/separate application(s)/petition(s) under the provisions of sections 230 & 232 of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the National Company Law Tribunal Rules, 2016, and other applicable provisions, if any, to the appropriate Bench of the Hon’ble National Company Law Tribunal and other competent authorities, if any, for sanctioning of this Scheme and other connected matters.

7.2 MODIFICATIONS/AMENDMENTS TO THE SCHEME

7.2.1 The Transferor Companies, the Resulting Company and the Transferee Company through their respective Board of Directors may make or assent, from time to time, on behalf of all persons concerned, to any modifications or amendments to this Scheme or to any conditions or limitations which the Tribunal and/or any authorities under the law may deem fit to approve of or impose and to resolve all doubts or difficulties that may arise for carrying out this Scheme and to do and execute all acts, deeds, matters and things necessary for carrying the Scheme into effect.

7.2.2 In order to give effect to this Scheme or to any modifications or amendments thereof, the Board of Directors of the Resulting Company or the Transferee Company may give and are authorised to give all such directions as may be necessary including directions for settling any question, doubt or difficulty that may arise.

7.2.3 The Transferor Companies, the Resulting Company and/or the Transferee Company shall be at liberty to withdraw from this Scheme in case any condition, alteration or modification, imposed or suggested by the Tribunal or any other competent authority, is not acceptable to them; or as may otherwise be deemed fit or proper by any of these Companies. The Transferor Companies, the Resulting Company and/or the Transferee Company will not be required to assign the reason for withdrawing from this Scheme.

7.3 IMPLEMENTATION OF THE SCHEME:

Upon the sanction of this Scheme and upon this Scheme becoming effective, the following shall be deemed to have occurred in the sequence and in the order mentioned hereunder. Accordingly, the Scheme of Arrangement will be implemented in that order:

i. De-merger of Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd) of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd into Oasis Securities Pvt Ltd, as provided in Part-2 of this Scheme;

ii. Amalgamation of Bagrrys Finance Pvt Ltd and Kanak Global Securities Pvt Ltd (with residual business consisting of strategic investments in Bagrrys India Ltd) with Bagrrys India Ltd, as provided in Part-3 of this Scheme;

iii. De-merger of Investment Business of Bagrrys India Ltd into Oasis Securities Pvt Ltd, as provided in Part-4 of this Scheme;

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iv. Re-organisation of Share Capital of Bagrrys India Ltd, as provided in Part-5 of this Scheme.

7.4 INTERPRETATION

If any doubt or difference or issue arises between the Transferor Companies, the Transferee Company and the Resulting Company or any of their Shareholders or Creditors and/or any other person as to the construction hereof or as to anything else contained in or relating to or arising out of this Scheme, the same shall be referred to Mr Rajeev K Goel, LLB, FCS, Advocate, 785, Pocket-E, Mayur Vihar II, NH-24, Delhi 110 091, Phone 93124 09354, e-mail: [email protected], whose decision shall be final and binding on all concerned

7.5 EXPENSES CONNECTED WITH THE SCHEME

All costs, charges and expenses of the Transferor Companies, the Transferee Company and the Resulting Company incurred in relation to or in connection with this Scheme or incidental to the completion of the De-merger, Amalgamation, Re-organisation of Share Capital and other matters in pursuance of this Scheme, shall be borne and paid by the Resulting Company and the Transferee Company in equal proportion. However, in the event of the Scheme becoming invalid for any reason whatsoever, all costs, charges and expenses relating to the Scheme or incidental thereto shall be borne and paid by the respective Companies incurring the same.

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Schedule-1 to the Scheme of Arrangement

Performa Balance Sheet of Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd) (Demerged Business 1) of Bagrrys Finance Pvt Ltd to be de-merged

into Oasis Securities Pvt Ltd

(As on 31st March, 2016)

Particulars Amount (` in lakh)

ASSETSNon-Current Assets: Non-Current Investments 635.23Long Term Loans & Advances 2.58Current Assets: Current Investments 4.30Cash & Cash Equivalent 0.17Short term loans & advances 5.26Other Current Assets 15.57

Total Assets (A) 663.11 LIABILITIESNon-Current Liabilities: Long Term Provisions 2.11Current Liabilities: Other Current Liabilities 2.04Short Term Provisions 3.05


Net Asset Value [A-B] (C) 655.91

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Performa Balance Sheet of Investment and other NBFC Business (except strategic investments in Bagrrys India Ltd) (Demerged Business 2) of Kanak Global Securities Pvt Ltd to be

de-merged into Oasis Securities Pvt Ltd

(As on 31st March, 2016)


ASSETSNon-Current Assets: Non-Current Investments 206.11Current Assets: Cash & Cash Equivalent 0.11Short term loans & advances 18.80Other Current Assets 6.72

Total Assets (A) 231.74 LIABILITIES

Non-Current Liabilities: Long Term Provisions 0.67Current Liabilities: Other Current Liabilities 0.11Short Term Provisions 1.44



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Performa Balance Sheet of Investments Business (Demerged Business 3) of Bagrrys India Ltd to be de-merged

into Oasis Securities Pvt Ltd(As on 31st March, 2016)


ASSETSNon-Current Assets: Fixed Assets 38.61Non-Current Investments 7371.93Long Term Loans & Advances 299.09Other Non-Current Assets 0.00Current Assets: Current Investments 449.09Inventories 0.00Trade Receivables 0.00Cash & Cash Equivalent 7.55Short term loans & advances 8.27Other Current Assets 122.53

Total Assets (A) 8297.07 LIABILITIESNon-Current Liabilities: Long Term Provisions 0.00Deferred tax Liabilities (Net) 0.00Other long term liabilities 0.00Current Liabilities: Trade Payables 0.01Short term borrowings 0.00Short Term provisions 0.00Other Current Liabilities 4.65

