the waterbase limited equity shareholders of the waterbase limited ... the company has appointed mr....

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THE WATERBASE LIMITED(CIN: L05005AP1987PLC018436)

Registered Offi ce: Ananthapuram Village, T.P. Gudur Mandal,Nellore, Andhra Pradesh - 524344

Tel: 044-30127000, Fax: 044-30127001E-mail: [email protected], Website: www.waterbaseindia.com

COURT CONVENED MEETING OF THE EQUITY SHAREHOLDERS AND POSTAL BALLOT AND E-VOTING

Day Wednesday

Date 8th June, 2016

Time 9.00 AM

Venue Ananthapuram Village, T.P. Gudur Mandal, Nellore, Andhra Pradesh – 524344

POSTAL BALLOT AND E-VOTING

Start Date 12th May, 2016

End Date 10th June, 2016

INDEX

Sr. No. Contents Page No.

1) Notice of Court Convened Meeting of the Equity Shareholders of The Waterbase Limited 2-6

2) Postal Ballot Form for the Court Convened Meeting 7-8

3) Notice of Postal Ballot and e-voting as required by SEBI Circular bearing No. CIR/CFD/CMD/16/2015 dated 30th November, 2015 9-13

4) Explanatory Statement under Section 393 of the Companies Act, 1956 and Section 102 of the Companies Act, 2013 14-23

5) Scheme of Amalgamation 24-34

6) Observation letter dated 04th January, 2016 received from BSE Limited 35

7) Valuation Report dated 26th August, 2015 issued by SSPA & Co., Chartered Accountants 36-43

8) Fairness Opinion dated 26th August, 2015 issued by Saffron Capital Advisors Private Limited 44-47

9) Complaints Report dated 21st October, 2015 48-50

10) Attendance Slip 51-52

11) Proxy Form 53-54

12) Postal Ballot Form with instructions and Business Reply Envelope 55-56

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I N THE HIGH COURT OF JUDICATURE AT HYDERABADFOR THE STATE OF TELANGANA AND FOR THE STATE OF ANDHRA PRADESH

ORIGINAL JURISDICTIONCOMPANY APPLICATION NO 618 OF 2016

In the matter of the Scheme of Amalgamation under sections 391 to 394 of the Companies Act, 1956 and other applicable provisions of the Companies Act, 1956 and the Companies Act, 2013 of Pinnae Feeds Limited with The Waterbase Limited and their respective shareholders and the creditors.

The Waterbase Limited )CIN No L05005AP1987PLC018436 )a company incorporated under the )Companies Act, 1956 and having its )Registered office at Ananthapuram Village, )T.P. Gudur Mandal, Nellore )Andhra Pradesh - 524344. ). . . . . . . Applicant Company/ Transferee Company

NOTICE CONVENING THE MEETING OF EQUITY SHAREHOLDERS

To,The Equity Shareholders of The Waterbase Limited (“Applicant Company”):

TAKE NOTICE that by an Order made on the 26th day of April, 2016, in the above mentioned Company Application, the Hon’ble High Court of Judicature at Hyderabad has directed that a meeting of the Equity Shareholders of the Applicant Company, be convened and held on Wednesday, 8th day of June, 2016 at 9.00 AM at the Registered office of the Applicant Company at Ananthapuram Village, T.P. Gudur Mandal, Nellore, Andhra Pradesh – 524344, to transact the Special Business below. This notice is given for consideration of the Resolution below to be passed at such Court Convened Meeting or through Postal Ballot or by e-voting pursuant to Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 108 of the Companies Act, 2013 read with the relevant rules:

To consider and, if thought fit, approve with or without modification(s), the following Resolution under Sections 391 to 394 of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof for the time being in force), provisions of Companies Act, 2013 as may be applicable, for approval of the proposed Scheme of Amalgamation of Pinnae Feeds Limited (“Transferor Company”) with The Waterbase Limited (“Transferee Company”) and their respective shareholders and creditors:

“RESOLVED THAT pursuant to the provisions of Sections 391 to 394 and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof for the time being in force), provisions of Companies Act, 2013 as may be applicable, the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of the Hon’ble High Court of Judicature at Hyderabad and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by the Hon’ble High Court of Judicature at Hyderabad or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board to exercise its

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powers including the powers conferred by this Resolution), the proposed amalgamation embodied in the Scheme of Amalgamation of Pinnae Feeds Limited with The Waterbase Limited and their respective shareholders and creditors (“Scheme”) be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as may be considered requisite, desirable, appropriate or necessary to give effect to this Resolution and effectively implement the arrangements embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Hon’ble High Court of Judicature at Hyderabad while sanctioning the Scheme or by any authorities under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as the Board may deem fit and proper.”

TAKE FURTHER NOTICE that in pursuance of the said Order and as directed therein, a meeting of the Equity Shareholders of the Applicant Company, will be held on Wednesday, 8th day of June, 2016 at 9.00 a.m. at the Registered office of the Applicant Company at Ananthapuram Village, T.P. Gudur Mandal, Nellore, Andhra Pradesh – 524344, at which day, date, time and place 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 or your authorised representative, is deposited at the Registered Office of the Applicant Company at Ananthapuram Village, T.P. Gudur Mandal, Nellore, Andhra Pradesh - 524344, not later than 48 hours before the time of the aforesaid meeting.

The Hon’ble High Court has appointed Ms. Vallabhaneni Santhisree to be the Chairperson of the said meeting.

A copy of the Scheme, the Explanatory Statement under Section 393 of the Companies Act, 1956 and Section 102 of the Companies Act, 2013, Observation letter issued by the Stock Exchange, Valuation Report, Fairness Opinion, Complaint’s Report, Form of Proxy and Attendance Slip are enclosed.

Sd/-

VALLABHANENI SANTHISREECHAIRPERSON APPOINTED FOR THE MEETING

Date : 6th May, 2016

Place : Ananthapuram Village, Nellore

CIN : L05005AP1987PLC018436

NOTES:

1. Explanatory Statement for the proposed Resolution pursuant to Section 102 of the Companies Act, 2013 read with applicable rules thereunder and provisions of Section 393 of the Companies Act, 1956 setting out material facts forms part of this Notice.

2. A registered Equity Shareholder of the Applicant 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 of the Applicant Company. All alterations made in the Form of Proxy should be initialled. Members attending the meeting are requested to bring duly filled attendance slips.

3. As per Section 105 of the Companies Act, 2013 and rules made there under, a person can act as proxy on behalf of members not exceeding 50 (fifty) and holding in the aggregate not more than 10 (ten) percent of the total share capital of the company carrying voting rights. Further, a member holding more than 10 (ten) percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any shareholder.

4. Only registered Equity Shareholders of the Applicant Company may attend and vote (either in person or by proxy or by Authorised Representative under Sections 112 and 113 of the Companies Act, 2013) at the Court Convened Equity Shareholders’ meeting. The Authorised Representative of a body corporate which is a registered Equity Shareholder of the Applicant Company may attend and vote at the Equity Shareholders’ meeting provided a

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certified true copy of the Resolution of the Board of Directors under Section 113 of the Companies Act, 2013 or other governing body of the body corporate authorizing such representative to attend and vote at the Equity Shareholders’ meeting is deposited at the Registered Office of the Applicant Company not later than 48 hours before the meeting.

5. Foreign Institutional Investors (FIIs) who are registered Equity Shareholder(s) of the Applicant Company would be required to deposit certified copies of Custodial Resolutions/Power of Attorney, as the case may be, authorizing the individuals named therein, to attend and vote at the meeting on its behalf. These documents must be deposited at the Registered Office of the Applicant Company not later than 48 hours before the meeting.

6. Registered Equity Shareholders who hold shares in dematerialised form are requested to bring their Client ID and DP ID details for easy identification of the attendance at the meeting.

7. Members are informed that where there are joint registered holders of any share, anyone of such persons may vote at the meeting either personally or by proxy in respect of such shares as if he were solely entitled thereto and if more than one of such joint shareholders be present at any meeting either personally or by proxy, that one of the said persons so present whose name stands first on the Register in respect of such share alone shall be entitled to vote in respect thereof.

8. The Notice is being sent to all the Members, whose names appeared in the Register of Members as on 5th day of May, 2016. However, shareholders, whose names appear in the Registrar of Members as on 2nd day of June, 2016 shall be eligible to vote on the Resolutions either at the Court Convened Meeting or through Postal Ballot or through e-voting. This notice of the Court Convened Meeting of the Equity Shareholders of the Applicant Company is also displayed /posted on the website of the Applicant Company, www.waterbaseindia.com and on www.cdslindia.com

9. The Company has appointed Mr. Sudarshan, Partner, Sudarshan & Tamilselvi Associates, Practicing Chartered Accountants as the Scrutinizer for conducting the meetings in a fair and transparent manner.

10. The queries, if any, related to the Scheme should be sent to the Company in the name of the Company Secretary & Compliance Officer at its Corporate Office (Thapar House, No.37, Montieth Road, Egmore, Chennai - 08) in such a way that the Company will receive the same at least 7 (seven) days before the meeting or by e-mailing to [email protected].

11. The material documents referred to in the accompanying Explanatory Statement shall be open for inspection by the Equity Shareholders at the Registered Office of the Applicant Company on all working days before the date of the meeting between 11:00 a.m. and 1:00 p.m.

12. Equity Shareholders may opt for only one mode of voting i.e. either physically at the court conveyed meeting or through Postal Ballot or by e-voting.

13. In compliance with the directions of the High Court and as per the provisions of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, Companies (Management and Amendment) Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company is pleased to offer Postal Ballot and e-voting facilities as alternative to physical voting at the venue of meeting.

14. Procedure for voting through e-voting/ Postal Ballot:

A. The e-voting period begins on Saturday, 4th day of June, 2016 (9.00 a.m) and ends on Tuesday, 7th day of June, 2016 (5.00 p.m). The e-voting/ Postal Ballot rights of the Shareholders shall be reckoned on the equity shares held by them as on 2nd day of June, 2016. The e-voting module shall be disabled by CDSL for voting thereafter. Similarly, any Postal Ballot for Court Convened Meeting received after 5.00 p.m on Tuesday, 7th day of June, 2016 shall not be considered. Once the vote on a Resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

B. Procedure for e-Voting is as follows:

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

(ii) Click on Shareholders.

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(iii) 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.

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

(v) 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.

(vi) 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 (Sequence number has been provided as serial number in the address lable and / or in the e-mail sent to the Shareholders).

• 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.

Dividend Bank Details

OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

• If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

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

(viii) 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.

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

(x) Click on the EVSN for The Waterbase Limited.

(xi) 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.

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

(xiii) 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.

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

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

(xvi) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

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(xvii) Note for Non – Individual Shareholders and Custodians

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

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

c. 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.

d. 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.

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

C. 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].

D. Detailed instructions on the procedure for voting through Postal Ballot is given on the reverse of the Postal Ballot form for the Court Convened Meeting enclosed herewith.

Sd/-




CIN : L05005AP1987PLC018436

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POSTAL BALLOT FORM FOR THE COURT CONVENED MEETING OF EQUITY SHAREHOLDERS

Sr No. :

1. Venue of the Meeting Registered Office: Ananthapuram Village, T.P. Gudur Mandal, Nellore, Andhra Pradesh - 524344

2. Name and Registered address of the First named Shareholder (In block letters)

3. Name(s) of the Joint Holder(s) if any

4. Regd. Folio No. / DP ID & Client ID*

(*Applicable to investors holding shares in dematerialized form)

5. No. of Shares

I/ we hereby exercise my/ our vote in respect of the following Resolutions to be passed through physical voting / Postal Ballot/ e-voting for the business stated in the notice of the Company by sending my/ our assent/ dissent by placing tick (√) mark at the end of the appropriate box below:

Sr. No. Description No. of shares

I/ we assent to the Resolution

(For)

I/ we dissent to the Resolution

(Against)

(i) To consider and if thought fit, approving with or without modifications, pursuant to the provisions of Sections 391 to 394 of the Companies Act, 1956 and other applicable provisions of the Companies Act, 2013 the Scheme of Amalgamation of Pinnae Feeds Limited with The Waterbase Limited and their respective shareholders and creditors

Date:

Place: Signature of the Shareholder

NOTE:1. Please read carefully the instructions printed overleaf before exercising the vote.

2. The Company is pleased to offer all its shareholders, e-voting facility and Postal Ballot as an alternative mode for casting their votes in the Court Convened Meeting.

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INSTRUCTIONS1. Members may fill up the Postal Ballot Form printed overleaf and submit the same in a sealed envelope or in the

Business Reply envelop enclosed with this Notice to the Scrutinizer not later than the close of working hours i.e., 5.00 p.m.on 7th day of June, 2016. Postal Ballot Form received thereafter will strictly be treated as if not received.

2. The voting rights of the Shareholders shall be reckoned on the equity shares held by them as on 2nd day of June, 2016.

3. The Company will not be responsible if the envelope containing the Ballot Form is lost in transit.

4. Unsigned, incomplete or incorrectly ticked forms are liable to be rejected and the decision of the Scrutinizer on the validity of the forms will be final.

5. In the event member casts his votes through all the processes i.e. e-voting, Ballot Form and at physical meeting, the votes casted through e-voting would be considered and in case the member casts his votes through Ballot form and e-voting, the votes casted in the electronic system would be considered.

6. The right of voting by Ballot Form shall not be exercised by a proxy.

7. To avoid fraudulent transactions, the identity/signature of the members holding shares in electronic/ demat form is verified with the specimen signatures furnished by NSDL/CDSL and that of members holding shares in physical form is verified as per the records of the share transfer agent of the Company. Members are requested to keep the same updated.

8. There will be only one Ballot Form for every Folio/ Beneficiary ID irrespective of the number of joint members. Please convey your assent or dissent only by putting a tick mark in the relevant box signifying your assent or dissent.

9. In case of joint registered holders of any share, anyone of such persons may vote at any meeting either personally or by proxy in respect of such shares as if he were solely entitled thereto and if more than one of such joint shareholders be present at any meeting either personally or by proxy, that one of the said persons so present whose name stands first on the Register in respect of such share alone shall be entitled to vote in respect thereof.

10. Where the Ballot Form has been signed by an authorized representative of the body corporate/Trust/Society, etc. a certified copy of the relevant authorization/Board Resolution to vote should accompany the Ballot Form.

11. Shareholders may download the Ballot Form from the Company’s website www.waterbaseindia.com or seek a duplicate Ballot Form. However, the duly completed Ballot Form should reach the Scrutinizer not later than the close of working hours i.e. 5.00 p.m. on 7th day of June, 2016. Ballot Forms received after that date will be strictly treated as if reply from such member has not been received.

12. The Scrutinizer will collate the votes downloaded from the e-voting system, votes received through post and at Physical meeting and make a consolidated Scrutinizer’s report of the total votes cast in favour or against, if any, which shall be signed by the Scrutinizer

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NOTICE OF POSTAL BALLOT AND E-VOTING TOTHE SHAREHOLDERS OF THE COMPANY

NOTICE PURSUANT TO SECTION 110 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014, REGULATION 44 AND OTHER APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”) (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (“SEBI LISTING REGULATIONS”) INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT THEREOF FOR THE TIME BEING IN FORCE) AND SEBI CIRCULAR BEARING NO. CIR/CFD/CMD/16/2015 DATED 30th NOVEMBER, 2015.

Dear Shareholder,

NOTICE is hereby given to you to consider, and, if thought fit, approve the proposed Scheme of Amalgamation of Pinnae Feeds Limited with The Waterbase Limited and their respective shareholders and creditors (“the Scheme”). Circular bearing No. CIR/CFD/CMD/16/2015 dated 30th November, 2015 issued by SEBI (referred to as “SEBI Circular”) require the Scheme to be put for voting by Public Shareholders through Postal Ballot and e-voting and provides that “the Scheme shall be acted upon only if the votes cast by the public shareholders in favour of the proposal are more than the number of votes cast by the public shareholders against it.”

The company hereby seeks the approval of its Public Equity Shareholders to the scheme by way of Postal Ballot including e-voting pursuant to section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and the applicable SEBI circular subject to the requirements specified in the Observation Letter dated 04th January, 2016 issued by the stock exchange pursuant to the relevant SEBI circular and under relevant provisions of applicable laws.

The Audit Committee and the Board of Directors of the Applicant Company at their respective meetings held on Tuesday, 26th August, 2015 have approved the Scheme, subject to approval by the requisite majority of the shareholders and creditors of the Applicant Company as may be required, and subject to the sanction of the Hon’ble High Court of Judicature at Hyderabad and of such other authorities as may be necessary.

By Order passed on 26th day of April, 2016 in Company Application No. 618 of 2016, the Hon’ble High Court of Judicature at Hyderabad, had directed that a meeting of the Equity Shareholders of the Applicant Company (“Court Convened Meeting”) be convened and held on Wednesday, 8th day of June, 2016 at 9.00 am at the Registered office of the Applicant Company at Ananthapuram Village, T.P. Gudur Mandal, Nellore, Andhra Pradesh – 524344 for the purpose of considering and if thought fit approving with or without modification(s), the proposed amalgamation embodied in the Scheme.

In addition to the Court Convened Meeting, the Applicant Company also seeks the approval of its Public Equity Shareholders as per the requirements of the SEBI Circular in accordance with the applicable provisions of the Companies Act, 2013, rules thereunder, Regulation 44 and other applicable provisions of the SEBI Listing Regulations, the SEBI Circular and under relevant provisions of the applicable laws.

The Company has appointed Mr. Sudarshan, Partner, Sudarshan & Tamilselvi Associates, Practicing Chartered Accountants as the Scrutinizer for conducting the Postal Ballot and e-voting process in a fair and transparent manner. Further, the Company has engaged CSDL to provide e-voting facility to its Equity Shareholders. If an Equity Shareholder has voted on the e-voting facility, he/she is not required to send a Postal Ballot Form to the Company. If an Equity Shareholder has voted on the e-voting facility and also sends his/her Postal Ballot Form, only the votes cast through the e-voting facility shall be considered by the Scrutinizer. It is further clarified that casting of votes by Postal Ballot Form or e-voting does not disentitle a Public Shareholder from attending and voting at the Court Convened Meeting.

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The voting period for Postal Ballot / e-voting commences on Thursday, 12th day of May, 2016 at 9.00 a.m and ends on Friday, 10th day of June, 2016 at 5.00 p.m. The e-voting module shall be disabled for voting thereafter

Following is the Resolution to be passed by the Public Shareholders of the Transferee Company through Postal ballot and e-voting:

To consider, and, if thought fit, to pass, the following Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 391 to 394 and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof for the time being in force), provisions of Companies Act, 2013 as may be applicable, the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of the Hon’ble High Court of Judicature at Hyderabad and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by the Hon’ble High Court of Judicature at Hyderabad or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board to exercise its powers including the powers conferred by this Resolution), the proposed amalgamation embodied in the Scheme of Amalgamation of Pinnae Feeds Limited with The Waterbase Limited and their respective Shareholders and creditors (“Scheme”) be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as may be considered requisite, desirable, appropriate or necessary to give effect to this Resolution and effectively implement the arrangements embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Hon’ble High Court of Judicature at Hyderabad while sanctioning the Scheme or by any authorities under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as the Board may deem fit and proper.”

NOTES:

1. Explanatory Statement for the proposed Resolution pursuant to Section 102 of the Companies Act, 2013 along with applicable rules thereunder and provisions of Section 393 of the Companies Act, 1956 setting out material facts forms part of this Notice.

2. The Notice has been sent to the registered address of all the Shareholders whose names appear in the Register of Members / Beneficial Owners as per the details furnished by the Depositories as on Thursday, 5th day of May, 2016. The Shareholders who have registered their e-mail IDs for receipt of documents in electronic mode would also be sent the Notice of Postal Ballot by e-mail.

3. Voting rights for the Postal ballot / e-voting shall be reckoned on the paid up value of the shares registered in the names of the Shareholders as on 5th day of May, 2016 i.e. the cut-off date for despatch of Postal Ballot Notice.

4. Shareholders can also download the Postal Ballot Form from the Company’s website www.waterbaseindia.com or seek duplicate Postal Ballot Form

5. All the material documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection by the Shareholders at the Registered Office of the Applicant Company at Ananthapuram Village, T.P. Gudur Mandal, Nellore, Andhra Pradesh - 524344 during office hours on all working days between11.00 a.m. and 1.00 p.m. up to the last date for receipt of the Postal Ballot specified in the accompanying Notice.

6. Procedure for voting through Postal Ballot

A. A Shareholder desiring to exercise vote by Postal Ballot may complete the Postal Ballot form attached to this Notice (no other form or photocopy thereof is permitted) and send it to the Registrar and Share Transfer Agents M/s. Cameo Corporate Services Limited using the self addressed Business Reply envelop provided along with this Notice. However, envelopes containing Postal Ballot Form(s), if deposited in person or if sent by courier or registered/speed post at the expense of the Shareholder will also be accepted.

B. The Postal Ballot Form should be signed by the Shareholder as per specimen signature registered with the RTA. In case, shares are jointly held, this Form should be completed and signed (as per specimen signature registered with the Company) by the first named member and in his/her absence, by the next named member.

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Holders of Power of Attorney (POA) on behalf of member may vote on the Postal Ballot mentioning the registration no. of the POA or enclosing an attested copy of POA. Unsigned Postal Ballot Form will be rejected.

C. Duly completed Postal Ballot Form should reach the Scrutinizer not later than the close of working hours i.e., 5.00 p.m. on 10th day of June, 2016. Postal Ballot Forms received after that date will be strictly treated as if reply from such member has not been received.

D. In case of shares held by companies, trusts, societies, etc., the duly completed Postal Ballot Form should be accompanied by a certified copy of the Board Resolution / Authority and preferably with attested specimen signature(s) of the duly authorized signatory (ies) giving requisite authority to the person voting on the Postal Ballot Form.

E. Members are requested not to send any other paper (other than the Resolution/authority as mentioned above) along with the Postal Ballot Form in the enclosed self-addressed postage pre-paid envelope as all such envelopes will be sent to the Scrutinizer and if any extraneous paper is found in such envelope the same would not be considered and would be destroyed by the Scrutinizer.

F. The exercise of vote by Postal Ballot is not permitted through proxy.

G. There will be only one Postal Ballot Form for every Registered Folio/client ID irrespective of the number of Joint Member(s).

H. Incomplete, improperly or incorrectly tick marked Postal Ballot Forms will be rejected.

I. A Shareholder need not use all the votes nor does he need to cast all the votes in the same way.

J. The Scrutinizer’s decision on the validity of a Postal Ballot form shall be final.

K. The Scrutinizer shall submit his report to the Chairperson of the Company after completion of the scrutiny of the Postal Ballots including votes casted electronically. The result of the voting on the Resolutions will be announced on Saturday, 11th day of June, 2016 and subsequently published in the newspapers and displayed at the registered office of the Company and also communicated to the stock exchange and shall also be posted on the website of the Company www.waterbaseindia.com.

L. The Applicant Company is pleased to offer e-voting facility as an alternate, for all the Shareholders of the Company to enable them to cast their votes electronically instead of dispatching Postal Ballot Form. E-voting is optional.

M. The members can opt for only one mode of voting, i.e. either by Postal Ballot or e-voting. In case Shareholders cast their votes through both the modes, voting done by e-voting shall prevail and votes cast through Postal Ballot Form will be treated as invalid.

7. Procedure for voting through e-voting

A. The voting period begins on 12th day of May, 2016 at (9.00 a.m) and ends on 10th day of June, 2016 at(5.00 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 of 5th day of May, 2016 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

B. Procedure for e-Voting is as follows:

(i) The shareholders should log on to the e-voting website.

(ii) Click on Shareholders.

(iii) 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.

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

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(v) 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.

(vi) I f 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 (Sequence number has been provided as serial number in the address lable and / or in the e-mail sent to the Shareholders).

• 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.

Dividend Bank Details

OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

• If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

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

(viii) 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.

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

(x) Click on the EVSN for The Waterbase Limited.

(xi) 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.

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

(xiii) 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.

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

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

(xvi) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xvii) Note for Non – Individual Shareholders and Custodians

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

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

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c. 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.

d. 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.

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

C 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].

By Order of the Board of DirectorsFor THE WATERBASE LIMITED

Sd/-

VIKRAM M. THAPARCHAIRMAN



CIN : L05005AP1987PLC018436

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IN THE HIGH COURT OF JUDICATURE AT HYDERABADFOR THE STATE OF TELANGANA AND FOR THE STATE OF ANDHRA PRADESH

ORIGINAL JURISDICTIONCOMPANY APPLICATION NO. 618 OF 2016

In the matter of the Scheme of Amalgamation under sections 391 to 394 of the Companies Act, 1956 and other applicable provisions of the Companies Act, 1956 and the Companies Act, 2013 of Pinnae Feeds Limited with The Waterbase Limited and their respective shareholders and the creditors.

The Waterbase Limited )

CIN No L05005AP1987PLC018436 )

a company incorporated under the )

Companies Act, 1956 and having its )

Registered office at Ananthapuram Village, )

T.P. Gudur Mandal, Nellore )

Andhra Pradesh - 524344. ) . . . . . . Applicant Company/ Transferee Company

EXPLANATORY STATEMENT UNDER SECTION 393 OF THE COMPANIES ACT, 1956, AND SECTION 102 OF THE COMPANIES ACT, 2013 TO THE NOTICES OF THE COURT CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF THE WATERBASE LIMITED AND POSTAL BALLOT AND E-VOTING

In this statement The Waterbase Limited is referred to as the “Applicant Company” or “Transferee Company”, and Pinnae Feeds Limited is referred to as the “Transferor Company”. The other definitions contained in the enclosed Scheme of Amalgamation (“Scheme”) will apply to this Explanatory Statement. The following statement as required under Section 393 of the Companies Act, 1956 and Section of the Companies Act, 2013 sets forth the details of the proposed Scheme, its effects and, in particular any material interests of the directors and key managerial personnel in their capacity as Shareholders.

1. This is a statement accompanying the Notice convening the meeting of the Equity Shareholders of the Applicant Company, pursuant to an Order dated 26th day of April, 2016 passed by the Hon’ble High Court of Judicature at Hyderabad in the Company Application referred to hereinabove, to be held on Wednesday, 8th day of June, 2016 at 9.00 am at the Registered office of the Applicant Company at Ananthapuram Village, T.P. Gudur Mandal, Nellore, Andhra Pradesh – 524344, for the purpose of considering and, if thought fit, approving with or without modification(s), the amalgamation proposed under the Scheme of Amalgamation of Pinnae Feeds Limited with The Waterbase Limited and their respective shareholders and creditors (“Scheme”). A copy of the Scheme setting out in detail terms and conditions of the Scheme is attached to this Explanatory Statement.

2. Additionally, in terms of Clause I.A.9.of Securities and Exchange Board of India (SEBI) CircularNo. CIR/CFD/CMD/16/2015 dated 30th November, 2015, the said Scheme shall also be subject to the approval of Public Shareholders (i.e. Equity Shareholders other than those forming part of Promoter and Promoter Group) by passing a Resolution through Postal Ballot / e-voting, as specified in the Notice of Postal Ballot. This Statement shall also be taken for the purpose of the Notice of Postal Ballot & e-voting.

3. A copy of the Scheme setting out the terms and conditions of the amalgamation, inter alia, providing for amalgamation of the Applicant Company with the Transferee Company which has been duly approved by the Audit Committee and the Board of Directors of the Applicant Company at its meetings held on 26th August, 2015, is attached to this Explanatory Statement.

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4. BACKGROUND OF THE COMPANIES

4.1. The Waterbase Limited

(a) The Transferee Company is a public listed company. It was incorporated on 23rd November, 1987, under the name and style of “Thapar Waterbase Limited”. The name was subsequently changed to “The Waterbase Limited” on 11th February, 1992.

(b) The registered office of the Transferee Company is situated in Ananthapuram Village, T.P. Gudur Mandal, Nellore, Andhra Pradesh - 524344.

(c) The share capital of the Transferee Company as on 31st March, 2016 is as under:

Particulars Amount (Rs.)

Authorized Capital

4,50,00,000 Equity Shares of Rs. 10 each 45,00,00,000

5,00,000 Preference Shares of Rs. 100 each 5,00,00,000

Total 50,00,00,000

Issued, Subscribed and Paid-Up Share Capital

3,86,03,250 Equity Shares of Rs. 10 each 38,60,32,500

Total 38,60,32,500

Subsequent to 31st March, 2016 there has been no change in authorized, issued, subscribed and paid-up equity share capital of the Transferee Company.

(d) The Equity Shares of the Transferee Company are listed on BSE Limited (hereinafter referred to as “BSE.

(e) The main objects of the Transferee Company as set out in its Memorandum of Association are as under:

III.(A) The objects, inter alia¸ for which the Transferee Company is established are:

1. To carry on though farming, cultivation, culturing, manufacturing, harvesting or any means, the business of hatching, growing, producing, harvesting, processing, storing, refrigerating, cooking, curing, tanning, weaving, fabricating, marketing, selling, importing and exporting or otherwise distributing of crustacea, mollusca, aves, epidoptera, reptilia, insectivora and mamalia including but not limited to shrimp, prawns, snails, mussels, crabs, lobsters, oysters, salmonidae, tunas, hilsa, bhetki, mackerels, squids, octopus, clams, pigs, deer, mink, dairy animals, fowl, duck, worms, frogs, snakes, crocodiles, alligators and other creatures of commercial, industrial or domestic use of consumption and all products and by-products thereof and in relation to or any of such business.

2. To carry on the business of agriculturists, horticulturists, planters, cultivators, farmers and dealers of all produce of soil or water and specially to plant, grow, cultivate, import, export, buy, sell, process, manufacture, blend, refrigerate, store, package and in any other way deal in tea, coffee, tobacco, cinchona, cardamom, rubber, cocoa, jojoba, cereals, food grains, spices, mushrooms, fungi and algae, food stuff, oil and other seeds, all varieties of fruits and vegetables, flowers, coconuts, groundnuts, cashewnuts, almonds, and other varieties of edible and inedible nuts and all kinds of trees whether ornamental or commercial and whether hard or soft wood, plants and other fibrous material, and such other articles that are the produce of land, soil or water and all products and by-products thereof and to prepare, manufacture, extract and render marketable any such produce and to sell, dispose of, purchase and deal in such produce either when in its natural state of it is prepared, manufactured or roasted or otherwise processed and either by wholesale, retail or other such commercial method.

3. To carry on the business of manufacturers, traders and dealers in processors, packagers and importers and exporters of all types of feeds, manures, pesticides, fungicides, meats, furs, yarn, fabrics, apparel, pelis, hides, pearls and jewellery, feather, blood, medicines and other chemicals and all other raw materials used in connection with all or any of the business aforesaid.

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III(B) The Objects Incidental or Ancillary to the Attainment of the Main Objects:

21. To amalgamate, enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture or reciprocal concession or for limiting competition with any person, firm or body corporate whether in India or outside carrying on or engaged in or about to carry on engage in, any business or transaction which the Company is authorized to carry on or engage in, or which can be carried on in conjunction therewith or which is capable of being conducted so as directly or indirectly to benefit the Company and further to enter into any arrangement or contract with any person, association or body corporate whether in India or outside for such other purposes that may seem calculated beneficial and conducive to the objects of the Company”

(f) The Transferee Company is primarily engaged in the manufacture of shrimp feed and processing of shrimp for export.

4.2 Pinnae Feeds Limited

(a) The Transferor Company is a closely held public company. The Company was incorporated under the name “Pinnae Feeds Limited” on 5th July, 2012 in Tamilnadu under the provisions of the Companies Act, 1956.

(b) The Registered office of the Company was shifted from Tamilnadu to Andhra Pradesh on 26th November, 2015. The Registered office is currently situated at Bogole Village & Mandal, SPSR Nellore, Andhra Pradesh - 524142.

(c) The share capital of the Transferor Company as on 31st March, 2016 is as under:

Particulars Amount (Rs.)

AUTHORISED SHARE CAPITAL 1,50,00,000 Equity Shares of Rs. 10 each 15,00,00,000

ISSUED, SUBSCRIBED AND FULLY PAID-UP SHARE CAPITAL

1,20,00,000 fully paid up Equity Shares of Rs. 10 each 12,00,00,000

Subsequent to 31st March, 2016, there has been no change in authorized, issued, subscribed and paid-up equity share capital of the Transferor Company.

(d) The Equity Shares of the Transferor Company are not listed on any stock exchange.

(e) The main objects of the Transferor Company as set out in its Memorandum of Association are as under:

III(A) THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION

1. To carry on business of Manufacturing feed and meal for fresh water prawn, shrimps, marine shrimps, including but not limited to mussels, crabs, lobsters, oysters, salmonidae, tunas, hilsa, bhetki, mackerels, squids, octopus, clams, pigs, deer, mink, dairy animals, fowl, duck, worms, frogs, snakes, crocodiles, alligators and other creature s of commercial, industrial or domestic use of consumption and all products and by-products thereof and in relation to such a business., and carry on the business of farming, cultivation, culturing, manufacturing, harvesting or by any means, the business of hatching, growing, producing, harvesting, processing, storing, refrigerating, cooking, curing, tanning, canning, weaving, distillers, fabricating, marketing, cold storage selling, importing and exporting, disposing or otherwise distributing all marine creatures such as crustacea, mollusca, aves, lepidoptera, reptilia, insectivora and mamalia and to carry on trading , buying, selling, distribution in all marine products whether living or non-living.

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2. To buy, sell, deal, barter, import or export whether as wholesalers or retailers or as exporters or importers or as principals or agents or brokers or otherwise or to catch and procure sea foods including but not limited to fish and preserve, smoke, cure, freeze, prepare or process fish and sea foods and to manufacture or procure any substances or articles wholly or partially for human or animal consumption and to purchase , sell, lease, exchange, hire or otherwise acquire, deal, operate, equip and use trawlers, vessels, plants, apparatus, equipments and articles for catching procuring, processing, packing, bottling, caning and extracting fish, fish products, sea foods of all kinds and to deal in all types of feeds, manures, pesticides, fungicides, meats and all other raw materials used in connection with all or any of the business aforesaid and to carry on the business of keepers, warehousemen and transporters of fish, sea foods, processed fish and sea foods, vegetables, fruits, meats, eggs, poultry and foods of every description.

3. To carry on the business of manufacturers, traders and dealers in processors, packagers and importers and exporters of all types of feeds, manures, pesticides, fungicides, meats, furs, yarn, fabrics, apparel, pelis, hides, and all other raw materials used in connection with all or any of the business aforesaid.

III(B) OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS

7. To amalgamate or enter into any arrangement for sharing of profits or entering into partnership, union of interest, co-operation, reciprocal concession, lease, licence or otherwise with any person carrying on or transaction which the Company is authorized to carry on or engage in for sharing or funding of profits in a cooperative or joint venture subject to compliance of existing law in force”

(f) The Transferor Company is engaged in the business of manufacturing and trading of Shrimp feed.

5 BACKGROUND OF THE SCHEME

5.1 The Scheme of Amalgamation provides for the Amalgamation of Pinnae Feeds Limited With The Waterbase Limited, pursuant to the applicable provisions of the Companies Act, 1956 and other applicable provisions of the Companies Act, 2013 and/or any other Applicable Laws (“Scheme”).

5.2 Pursuant to the scheme the Transferee Company shall issue and allot shares of the Transferee Company to the shareholders of Transferor Company and the Transferor Company shall be dissolved without winding-up.

6 RATIONALE AND SALIENT FEATURES OF THE SCHEME

6.1 The circumstances and/or reasons and/or grounds that have necessitated and/or justified the Scheme and some of the major benefits which would accrue from the Scheme are briefly stated below:

(a) The Scheme of Amalgamation would enable the Transferee Company in enhancing the scale of operations and reduction in overheads, administrative, managerial and other expenditure, operational rationalization, sharing of technology, organizational efficiency, and optimal utilization of various resources. To enable better and efficient management, control and running of the businesses to attain operational efficiencies, cost competitiveness, create synergies and capitalize on the growth opportunities to the fullest extent.

(b) The Scheme of Amalgamation would enable the Transferor and Transferee companies to consolidate their business operations and provide significant impetus to their growth since both the companies are engaged in similar areas of business.

(c) The Scheme of Amalgamation would result in improved shareholder value for Transferor and Transferee companies by way of improved financial structure and cash flows, increased asset base and stronger consolidated revenue and profitability.

(d) The Scheme of Amalgamation would result in enhanced leveraging capability of the combined entity which in turn will allow the combined entity to undertake larger expansion strategies and to tap bigger opportunities in the industry.

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(e) The Scheme of Amalgamation would result in consolidation of managerial expertise of the Companies which will facilitate greater focus and utilization of resources. Amalgamation will give additional strength to the operations and management of the Transferee Company.

6.2 The salient features of the Scheme are as follows:

(a) “Appointed Date” means the 1st day of August, 2015 or such other date as the High Court may direct or fix from which date the Scheme comes into operation

(b) “Effective Date” means the last of the dates on which the sanctions, approvals, or orders on the scheme have been obtained and the last of the dates on which the certified copies of the orders of the High Court sanctioning the Scheme are filed with the appropriate Registrar of Companies. All references in this scheme to the date of coming into effect of the Scheme shall mean “the Effective Date”.

(c) Share Exchange Ratio

Upon the Scheme becoming effective, in consideration of the transfer of and vesting of the said assets and said liabilities of Transferor Company, in the Transferee Company in terms of this Scheme, the Transferee Company shall without any further application or deed, issue and allot to the shareholders whose name appear in the Register of Members on the Record Date (or to their respective heirs, executives, administrators or other legal representatives or the successors-in-title), 4 fully paid up Equity Shares of Rs.10/-(Rupees Ten only) each of the TWL for every 17 fully paid up Equity Shares of Rs.10/- (Rupees Ten Only) each, held by the shareholders in PFL.

The Fairness Opinion issued by Saffron Capital Advisors Private Limited, Merchant Banker, on the valuation report on share exchange ratio for Equity Shares for the purpose of the scheme is attached as part of this notice.

(d) On the Scheme becoming effective, PFL shall be dissolved without winding up.

Please note that the features set out above are only the salient features of the Scheme. The members are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

7 CAPITAL STRUCTURE PRE AND POST AMALGAMATION

7.1 Pre-Amalgamation capital structure of the Transferor Company is as follows:

Sl. No. ParticularsPre-Amalgamation

as on 31st March, 2016

No. of Shares Amount (Rs)

A. Authorised Share Capital:

1. Equity Shares of Rs. 10 each 1,50,00,000 15,00,00,000

Total 1,50,00,000 15,00,00,000

B. Subscribed, Issued and Paid-Up Share Capital:

1. Equity Shares of Rs. 10 each 1,20,00,000 12,00,00,000

Total 1,20,00,000 12,00,00,000

7.2 Pre and post Amalgamation capital structure of the Transferee Company is as follows:

Sl. No. ParticularsPre-Amalgamation as on

31st March 2016 Post-Amalgamation

No. of Shares Amount (Rs) No. of Shares Amount (Rs)A. Authorised Share Capital:1. Equity Shares of Rs. 10 each 4,50,00,000 45,00,00,000 6,00,00,000 60,00,00,000

2. Preference shares of Rs. 100 each 5,00,000 5,00,00,000 5,00,000 5,00,00,000

Total 4,55,00,000 50,00,00,000 6,05,00,000 65,00,00,000

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Sl. No. ParticularsPre-Amalgamation as on

31st March 2016 Post-Amalgamation

No. of Shares Amount (Rs) No. of Shares Amount (Rs)

B. Subscribed, Issued and Paid-Up Share Capital

1. Equity Shares of Rs. 10 each 3,86,03,250 38,60,32,500 4,14,26,780 41,42,67,800 Total 3,86,03,250 38,60,32,500 4,14,26,780 41,42,67,800

8 PRE AND POST AMALGAMATION SHAREHOLDING PATTERN

8.1 Pre-Amalgamation shareholding pattern of the Transferor Company is given below:

Code Category Pre-Amalgamation Shareholding(as of 31st March 2016)

No. of equity shares

As a % of total equity capital

(A) Shareholding of Promoter and Promoter Group

1 Indian

(a) Individuals / Hindu Undivided Family -

(b) Bodies Corporate 1,20,00,000 100%

Sub Total 1,20,00,000 100%

2 Foreign - -

(a) Individuals (Non-Residents Individuals / Foreign Individuals)

-

Sub Total -

Total shareholding of Promoter and Promoter Group (A) 1,20,00,000 100%

(B) Public Shareholding

1 Institutions

(a) Mutual Funds / UTI - -

(b) Financial Institutions / Banks - -

(c) Insurance Companies - -

(d) Foreign financial Institutions - -

(e) Foreign Portfolio Investor - -

Sub Total - -

2 Non-Institutions -

(a) Trusts - -

(b) Individuals

(b)(i) Individual shareholders holding nominal share capital up to Rs. 2 lakh

- -

(b)(ii) Individual shareholders holding nominal share capital in excess of Rs. 2 lakh

- -

(c) Foreign National - -

(d) Foreign Corporate Bodies - -

(e) Clearing Members - -

(f) Non Resident Indians - -

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Code Category Pre-Amalgamation Shareholding(as of 31st March 2016)


As a % of total equity capital

(g) Market Maker - -

(h) Bodies Corporate - -

(i) Hindu Undivided Family - -

Sub Total - -

Total Public shareholding (B) - -

Total (A)+(B) 1,20,00,000 100%

8.2 Pre and the Post-Amalgamation (expected) shareholding pattern of the Transferee Company is given below:

Code Category

Pre-AmalgamationShareholding

(as of 31st March, 2016)

Post-AmalgamationShareholding

No. of equityshares

As a % of totalequity capital



(A) SHAREHOLDING OF PROMOTER AND PROMOTER GROUP

1 Indian

(a) Individuals / Hindu Undivided Family 4,00,800 1.04 4,00,800 0.97

(b) Bodies Corporate 0 - 0 -

(c) Trusts 0 - 0 -

(d) Any others 198,38,747 51.39 226,62,277 54.70

Sub Total 202,39,547 52.43 230,63,077 55.67

2 Foreign

(a) Individuals (Non-Residents Individuals / Foreign Individuals) 0 - 0 -

Sub Total 0 - 0 -

Total shareholding of Promoter and Promoter Group (A) 202,39,547 52.43 230,63,077 55.67

(B) PUBLIC SHAREHOLDING

1 Institutions

(a) Mutual Funds / UTI 7,000 0.02 7,000 0.02

(b) Financial Institutions / Banks 434 0.00 434 0.00

(c) Foreign Portfolio Investors 6,08,000 1.57 6,08,000 1.47

(d) Foreign Institutional Investors 0 - 0 -

(e) Foreign Mutual Fund 0 - 0 -

(f) Any others 4226 0.01 4226 0.01

Sub Total 6,19,660 1.61 6,19,660 1.50

2 Non-Institutions

(a)(i) Bodies Corporate 0 - 0 -

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Code Category

Pre-AmalgamationShareholding

(as of 31st March, 2016)

Post-AmalgamationShareholding

No. of equityshares




(a)(ii) Hindu Undivided Family 0 - 0 -

(b) Individuals

(b)(i) Individual shareholders holding nominal share capital up to Rs. 2 lakh 89,07,653 23.07 89,07,653 21.50

(b)(ii) Individual shareholders holding nominal share capital in excess of Rs. 2 lakh 22,75,757 5.90 22,75,757 5.49

(c) Clearing Members 0 - 0 -

(d) Foreign Corporate Bodies 0 - 0 -

(e) Market Maker 0 - 0 -

(f) Non Resident Indians 0 - 0 -

(g) Trusts 0 - 0 -

(h) Foreign Portfolio Investors 0 - 0 -

(i) Others 65,60,633 17.00 65,60,633 15.84

Sub Total 177,44,043 45.97 177,44,043 42.83

Total Public shareholding (B) 183,63,703 47.57 183,63,703 44.33

Total (A)+(B) 386,03,250 100.00 414,26,780 100.00

9 EXTENT OF SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors and Key Managerial Personnel (“KMP”) of the Transferor Company and the Transferee Company or their relatives may be deemed to be concerned and/or interested in the Scheme only to the extent of their shareholding in their respective companies, or to the extent the said Directors/ KMP are the partners, directors, members of the companies, firms, association of persons, bodies corporate and/or beneficiary of trust that hold shares in any of the companies. Save as aforesaid, none of the Directors, Managing Director or the Manager or KMP of the Transferor Company or the Transferee Company has any material interest in the Scheme. The shareholding of the present Directors and KMPs, of the Transferor Company and the Transferee Company and their relatives, as on 31st March, 2016, is as under:

Name of Director/KMP Designation Shares held in Transferee Company

Shares held in Transferor

Company

Mr Vikramaditya Mohan Thapar Chairman 53,750 -

Mrs Jyoti Thapar Director 73,500 -

Mr Varun Aditya Thapar Director 1,69,800 -

Mr Nakul Kamani Independent Director 23,201 -

Mr Giridhari Chief Financial Officer 1,791 -

10 APPROVALS

(a) Pursuant to the SEBI Circular read with Regulation 37 of the SEBI Listing Regulations, the Applicant Company had filed the necessary application before BSE seeking their no-objection to the Scheme. The Applicant Company has received the observation letter dated 04th January, 2016 from BSE, conveying their no-objection to the Scheme (“Observation Letter”). Copy of the aforesaid Observation Letter is enclosed herewith.

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(b) As per the terms of the Observation Letter, SEBI has given its ‘No adverse observation’ to the Scheme and has advised the Applicant Company to comply with the provisions of the SEBI Circular.

(c) As required by the SEBI Circular, the Applicant Company has filed the Complaints Report with BSE on 21st October, 2015. There were no complaints received by the Company.

(d) Further, in compliance with the SEBI Circular, the Public Shareholders of the Applicant Company are also entitled to Postal Ballot including e-voting for the approval sought to the proposed Scheme of Amalgamation. In terms of the SEBI Circular, the Scheme of Amalgamation is deemed to have been approved through Postal Ballot and e-voting if a simple majority of the Public Shareholders approve the Scheme through Postal Ballot and e-voting

11 GENERAL

A. The Scheme is conditional on and subject to:

(a) The Scheme being approved by the Public Shareholders of Transferee Company passed by way of Postal Ballot/e-voting in terms of para I.A.9. of Circular Number CIR/CFD/CMD/16/2015 dated 30th November, 2015 issued by Securities and Exchange Board of India; provided that the said Resolution shall be acted upon only if the votes cast by the Public Shareholders of Transferee Company in favour of the proposal are more than the number of votes cast by the Public Shareholders against it;

(b) The sanctions and order of the High Court, under Sections 391 to 394 of the Act, being obtained by the Transferor Company and the Transferee Company;

(c) The Parties complying with other provisions of the SEBI Listing Regulations and / or Applicable Law.

(d) Certified / authenticated copies of the orders of the High Court(s), sanctioning the Scheme, being filed with the Registrar of Companies having jurisdiction.

B. Except for shares held by the Directors and KMP stated in Clause 9 above, none of the Directors and KMP in the Transferee Company or Transferor Company or their respective relatives are in any way connected or interested in the aforesaid Resolution. The Scheme is not prejudicial to the interests of the members of the Applicant Company. There are no winding up proceedings pending against the Applicant Company as of date. No investigation proceedings are pending or are likely to be pending under the provisions of Chapter XIV of the Companies Act, 2013 in respect of the Applicant Company.

C. Inspection of the following documents may be done by the Equity Shareholders of the Applicant Company at the Registered Office of the Applicant Company on any working day prior to the date of the meeting between 11.00 am and 1.00 pm.

1. Copy of the Order dated 26th day of April, 2016 of the Hon’ble High Court of Judicature at Hyderabad passed in Company Application No. 618 of 2016 directing the convening of the meeting of the Equity Shareholders and Secured Creditors of the Applicant Company;

2. Papers and proceeding of the Company Application No.618 of 2016;

3. Memorandum and Articles of Association of the Transferee Company and the Transferor Company;

4. Audited Financial Statements of the Applicant Company for last three financial years ended 31st March 2015, 31st March 2014 and 31st March 2013;

5. Audited Financial Statements of the Transferor Company as on 31st March, 2015;

6. Register of Director’s Shareholdings of the Applicant Company;

7. Copy of the Observation Letter dated 04th January, 2016 received from BSE;

8. Copy of the Complaints Report dated 21st October 2015 filed with BSE;

9. Valuation Report dated 26th August 2015 issued by SSPA & Co., recommending the Share Entitlement Ratio for the amalgamation of Transferor Company with Transferee Company; and

10. Fairness Opinion dated 26th August, 2015 issued by Saffron Capital Advisors Private Limited, on the Share Entitlement Ratio.

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D. A copy of the Scheme, Explanatory Statement, Form of Proxy and Attendance Slip may be obtained free of charge on any working day prior to the date of the meeting, from the Registered Office of the Applicant Company situated at Ananthapuram Village, T.P. Gudur Mandal, Nellore, Andhra Pradesh – 524344 and/or at the Advocate appearing for the Applicant Company having its office at Office at Flat No.303, GKR Mansion, 6-1-69, Lutheran Church lane, Opp. DGP Office, Saifabad, Lakdikapul, Hyderabad – 500004

sd/-



Place : Ananthapuram Village, Nellore.

CIN : L05005AP1987PLC018436

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SCHEME OF AMALGAMATIONOF

PINNAE FEEDS LIMITEDWITH

THE WATERBASE LIMITEDAND

THEIR RESPECTIVE SHAREHOLDERSAND

CREDITORS

Under the provisions of Sections 391 to 394 of the Companies Act, 1956

This Scheme of Amalgamation (hereinafter referred to as the ‘Scheme’) is presented pursuant to Sections 391 to 394 of the Companies Act, 1956 for amalgamation of Pinnae Feeds Limited (‘PFL’ or ‘the Transferor Company’) with The Waterbase Limited (‘TWL’ or ‘the Transferee Company’). Upon the relevant sections of the Companies Act 2013, pertaining to scheme of arrangement, compromise or reconstruction of companies being notified by the Ministry of Corporate Affairs (“MCA”), the Scheme of Arrangement shall be deemed to have been formulated and presented under sections 230 to 240 of the Companies Act, 2013.

I. PREAMBLE

1. Whereas Pinnae Feeds Limited was incorporated under the Companies Act, 1956 as a public company on July 05, 2012. Its registered office is presently located at “Thapar House”, No.37, Montieth Road, Egmore, Chennai – 600 008. The Company is an unlisted public company. The management of the company is in the process of shifting the registered office of the company from the state of Tamilnadu to the state of Andhra Pradesh.

2. Whereas the Transferor Company is engaged in the business of manufacturing and trading of shrimp feed.

3. Whereas The Waterbase Limited was incorporated under the Companies Act, 1956 as a public company under the name and style of “Thapar Waterbase Limited” on November 23, 1987. Subsequently, upon receipt of requisite approvals, the name was changed to “The Waterbase Limited” on February 11, 1992. The registered office is located at Ananthapuram Village, Nellore District – 524 344, Andhra Pradesh. The equity shares of The Waterbase Limited are presently listed on BSE Limited.

4. Whereas the Transferee Company is primarily engaged in the manufacture of shrimp feed and processing of shrimp for export.

II. RATIONALE OF AMALGAMATION

The amalgamation of PFL with TWL is being proposed for the purpose of developing the potential for further growth and expansion of their respective businesses and to have better synergies, optimization of resources and fund raising capabilities. The amalgamation would result in following benefits:

� Optimal utilization of resources: Result in enhancing the scale of operations and reduction in overheads, administrative, managerial and other expenditure, operational rationalization, sharing of technology, organizational efficiency, and optimal utilization of various resources.

� Business Synergy: Enable the two companies to consolidate their business operations and provide significant impetus to their growth since both the companies are engaged in similar areas of business.

� Shareholder Value: Result in improved shareholder value for both the companies by way of improved financial structure and cash flows, increased asset base and stronger consolidated revenue and profitability.

� Expansion: Result in enhanced leveraging capability of the combined entity which in turn will allow the combined entity to undertake larger expansion strategies and to tap bigger opportunities in the industry.

� Consolidation of expertise: Consolidation of managerial expertise of the Companies will facilitate greater focus and utilization of resources. Amalgamation will give additional strength to the operations and management of the amalgamated company.

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III. PARTS OF THE SCHEME

The Scheme is divided into the following parts:-

(a) Part A – General (dealing with definitions and share capital);

(b) Part B – Amalgamation of Pinnae Feeds Limited with The Waterbase Limited;

(c) Part C – Other Terms and Conditions

PART A– GENERAL

1. DEFINITIONS

this Scheme, unless repugnant to the context, the following expressions shall have the following meaning:

1.1 “Act” means the Companies Act, 1956 read with the applicable Rules thereunder, and any statutory amendments or re-enactment thereof and the applicable provisions of Companies Act, 2013 read with applicable Rules as may be prescribed or notified by the Government of India, from time to time.

1.2 “Amalgamation” means “merger” within the meaning of Section 391 to 394 of the Companies Act, 1956;

1.3 “Appointed Date” means the 1st day of August, 2015 or such other date as the High Court may direct or fix from which date the Scheme comes into operation.

1.4 “Court” or “High Court” shall mean the Hon’ble High Court of Judicature at Hyderabad, having jurisdiction in respect of the Transferee Company and the Transferor Company (post shifting of their Registered Office to the State of Andhra Pradesh) and, if necessary, the Hon’ble High Court of Judicature at Madras currently having jurisdiction in respect of the Transferor Company and shall include the National Company Law Tribunal as and when applicable.

1.5 “Effective Date” means the last of the dates on which the sanctions, approvals, or orders on the scheme have been obtained and the last of the dates on which the certified copies of the orders of the High Court sanctioning the Scheme are filed with the appropriate Registrar of Companies. All references in this scheme to the date of coming into effect of the Scheme shall mean “the Effective Date”.

1.6 “PFL” or “Transferor Company” means Pinnae Feeds Limited, a company incorporated under the Companies Act 1956, having presently its registered office at “Thapar House”, No.37, Montieth Road, Egmore, Chennai – 600 008. The Board of Directors and Shareholders of the Transferor Company had approved the shifting of Registered Office of the Company on 12th August, 2015 & 17th August, 2015 respectively from the State of Tamil Nadu to the State of Andhra Pradesh, subject to all requisite approvals in accordance with Law.

1.7 “TWL” or “Transferee Company” means The Waterbase Limited, a company incorporated under the Companies Act, 1956, having its registered office at Ananthapuram Village, Nellore District – 524 344, Andhra Pradesh.

1.8 “Record Date” shall mean the date to be fixed by the Board of Directors of the Transferee Company for the purpose of issue of equity shares in the Transferee Company to the shareholders of the Transferor Company in terms of the Scheme.

1.9 “Scheme” or “the Scheme” or “this Scheme” means this Scheme of Amalgamation in its present form submitted to the High Court with modifications approved or imposed or directed by the High Court pursuant to amalgamation

1.10 “SEBI” means Securities and Exchange Board of India established under the Securities and Exchange Board of India Act, 1992.

1.11 “SEBI Circulars” means Circular No. CIR/CFD/DIL/5/2013 dated February 4, 2013 and Circular No. CIR/CFD/DIL/8/2013 dated May 21, 2013 each issued by SEBI or any other circulars issued by SEBI applicable to the Scheme of arrangement/ amalgamation.

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1.12 “Stock Exchange” means the BSE Limited.

2. SHARE CAPITAL

2.1 The authorized, issued, subscribed and paid-up Share Capital of the Transferor Company as on 31st March, 2016 is as under:-

Particulars (Amount in Rs.)

Authorized Capital

1,50,00,000 Equity Shares of Rs.10 each 15,00,00,000

Issued, Subscribed and paid up

1,00,00,000 Equity shares of Rs.10 each 10,00,00,000

As on the date of the Scheme being approved by the Board of Directors there is no change in Authorized capital of the Transferor Company. However, the Issued, Subscribed and Paid-up equity share capital of Transferor Company has been subsequently increased to Rs 12,00,00,000/- (i.e. due to allotment of 20,00,000 shares on Rights basis to Karam Chand Thapar & Bros. (Coal Sales) Limited at a value of Rs. 25/- per share, including a premium of Rs.15/- per share) on 31st July 2015. The shares of the Company are wholly held by Karam Chand Thapar & Bros. (Coal Sales) Limited and its nominees.

2.2 The authorized, issued, subscribed and paid-up Share Capital of the Transferee Company as on 31st March, 2016 is as under:-


Authorized Capital

4,50,00,000 Equity Shares of Rs.10/- each 45,00,00,000

5,00,000 Preference shares of Rs. 100/- each 5,00,00,000

Total 50,00,00,000

Issued, Subscribed and Paid up

3,86,03,250 Equity Shares of Rs.10/- each 38,60,32,500

As on the date of the Scheme being approved by the Board of Directors there is no change in Authorized, Issued, Subscribed and Paid-up equity share capital of the Transferee Company.

3. DATE WHEN THE SCHEME COMES INTO OPERATION

3.1 This Scheme has been drawn up to comply with the conditions relating to “Amalgamation” as specified under Section 2(1B) of the Income Tax Act, 1961. If, at a later date, any terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of Section 2(1B) of the Income Tax Act, including as a result of an amendment of law or the enactment of a new legislation or for any other reason whatsoever, the provisions of Section 2(1B) of the Income Tax Act, or a corresponding provision of any amended or newly enacted law, shall prevail and the Scheme shall stand modified to the extent determined necessary to comply with Section 2(1B) of the Income Tax Act. Such modification(s) will however not affect the other parts of the Scheme.

PART B - AMALGAMATION OF THE TRANSFEROR COMPANY WITH THE TRANSFEREE COMPANY

4. AMALGAMATION

4.1. With effect from the Appointed Date, the entire business and whole of the undertaking of the Transferor Company including but not limited to all its assets, land, buildings, roads, plant and machinery, furniture & fixtures, laboratory equipment, office equipment, Computers & data processing units, vehicle software

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licenses, work in progress, stock in trade, finished goods, inventories, trade receivables, cash and bank balances, loans and advances including but not limited to balances with Government authorities, claims receivable, prepaid expenses, deposits recoverable, advances to suppliers, advance taxes, TDS receivable, sales tax and service tax, deposits of any nature, balance with excise department, interest accrued and other tangible and intangible assets and liabilities of the Transferor Company shall under the provisions of Sections 391 to 394 of the Act and pursuant to the orders of the High Court or any other appropriate authority sanctioning this Scheme and without further act, instrument or deed, but subject to the changes affecting the same as on the Effective Date be transferred and/ or deemed to be transferred to and vested in the Transferee Company so as to become the assets of the Transferee Company.

4.2 Further, all assets acquired by the Transferor Company after the Appointed Date and prior to the Effective Date for the purposes of its business shall also be transferred to and vested in and/ or be deemed to be transferred to and vested in the Transferee Company upon the coming into effect of the Scheme.

4.3 With effect from the Appointed Date, all liabilities, obligations and debts including but not restricted to unsecured loans, term loans from banks and related party, employee benefits, short term borrowings, cash credit facility, trade payables, other current liabilities, contingent liabilities and other liabilities of any kind of the Transferor Company, as on the Appointed Date whether provided for or not in the books of accounts of the Transferor Company, and all other liabilities which may accrue or arise after the Appointed Date up to the Effective Date, but which relates to the period on or up to the day of the Appointed Date shall, pursuant to the orders of the High Court or such other competent authority as may be applicable under Section 394 and other applicable provisions of the Act and without any further act or deed, be transferred or deemed to be transferred to and vest in and be assumed by the Transferee Company, so as to become as from the Appointed Date on the same terms and conditions as were applicable to the Transferor Company.

4.4 Where any of the liabilities and obligations of the Transferor Company as on the Appointed Date deemed to be transferred to the Transferee Company have been discharged by the Transferor Company after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of the Transferee Company, and all loans raised and used and all liabilities and obligations incurred by the Transferor Company for the purposes of its business after the Appointed Date and prior to the Effective Date shall be deemed to have been raised, used or incurred for and on behalf of the Transferee Company and to the extent they are outstanding on the Effective Date, shall also without any further act or deed be and stand transferred to the Transferee Company and shall become its liabilities and obligations.

4.5 With effect from the Appointed Date the assets of the Transferor Company, which are moveable in nature or are otherwise capable of transfer by physical or constructive delivery or by endorsement and delivery, shall be so transferred by the Transferor Company and shall become the property of the Transferee Company without any act or deed on the part of the Transferor Company and the Transferee Company without any further act or deed, and shall be appropriately mutated by the statutory authorities concerned therewith in favour of Transferee Company.

4.6 With effect from the Appointed Date, the immovable properties of the Transferor Company (including land, buildings and any other immovable property as set out in Schedule A) transferred to the Transferee Company, and any documents of title, rights and easements in relation thereto, shall stand vested in the Transferee Company, without any act, instrument or deed done by the Transferor Company or the Transferee Company, and without any approval or acknowledgement of any third party. With effect from the Appointed Date, the Transferee Company shall be entitled to exercise all rights and privileges and be liable to pay all taxes and charges (if any and as may be applicable), and fulfil all obligations, in relation to or applicable to such immovable properties. The mutation/ substitution of the title to such immovable properties shall be made and duly recorded in the name of the Transferee Company by the appropriate authorities pursuant to the sanction of the Scheme by the High Court and on the Scheme becoming effective, in accordance with the terms hereof and the Transferor Company shall be entitled to lawful, peaceful and unencumbered possession, right, title, interest of the immovable properties vested with it pursuant to the Scheme.

4.7 With effect from the Appointed Date and subject to the Scheme becoming effective, all rights, statutory licenses, permissions, approvals or consents of the Transferor Company shall stand vested in or transferred to Transferee Company without any further act or deed and shall be appropriately mutated by the statutory authorities

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concerned in favour of the Transferee Company. The benefit of all statutory and regulatory permissions, environment approvals and consents, registrations or other licenses and consents shall vest in and become available to the Transferee Company pursuant to the Scheme. In so far as the various incentives, subsidies, rehabilitation schemes, 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 Company, is concerned, the same shall vest with and be available to Transferee Company on the same terms and conditions.

4.8 All taxes of any nature, duties, cess, or any other like payments or deductions made by the Transferor Company to any statutory authorities such as Income tax (including advance tax, TDS receivable and MAT credit), Service Tax, Customs Duty, VAT etc. or any tax deducted/ collected at source relating to the period after the Appointed Date and up to the Effective Date shall be deemed to have been on account of or on behalf of or paid by the Transferee Company and the relevant authorities shall be bound to transfer to the account of and give credit for the same to the Transferee Company.

4.9 All the loans, advances and other facilities sanctioned to the Transferor Company by its bankers and financial institutions prior to the Appointed Date, which are partly drawn or utilized shall be deemed to be the loans and advances sanctioned to the Transferee Company and the said loans and advances shall be drawn and utilized either partly or fully by the Transferor Company from the Appointed Date till the Effective Date and all the loans, advances and other facilities so drawn by the Transferor Company (within the overall limits sanctioned by their bankers and financial institutions) shall on the Effective Date be treated as loans, advances and other facilities made available to the Transferee Company and all the obligations of the Transferor Company under any loan agreement shall be construed and shall become the obligation of the Transferee Company without any further act or deed on the part of the Transferee Company.

4.10 Upon the coming into effect of this Scheme, the borrowing limits of the Transferee Company in terms of Section 180 (1) (c) of the Companies Act, 2013 shall be deemed without any further act or deed to have been enhanced by the aggregate liabilities of the Transferor Company which are being transferred to the Transferee Company pursuant to the Scheme, such limits being incremental to the existing limits of the Transferee Company, with effect from the Appointed Date.

4.11 Any existing encumbrances over the assets and properties of Transferee Company or any part thereof which relate to the liabilities and obligations of Transferee Company prior to the Effective Date shall continue to relate only to such assets and properties of Transferee Company and shall not extend or attach to any of the assets and properties of Transferor Company transferred to and vested in Transferee Company by virtue of this Scheme.

4.12 Any existing encumbrances over the assets and properties of Transferor Company or any part thereof which relate to the liabilities and obligations of Transferor Company prior to the Effective Date shall continue to relate only to such assets and properties of Transferor Company vested in Transferee Company by virtue of this Scheme and shall not extend or attach to any of the assets and properties of Transferee Company.

4.13 The Scheme has been drawn up to comply with the conditions relating to “Amalgamation” as specified under section 2(1B) of the Income Tax Act, 1961. If any terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the said Section at a later date including resulting from an amendment of law or for any other reason whatsoever up to the Effective Date, the provisions of the said Section of the Income tax Act, 1961 shall prevail and the Scheme shall stand modified to the extent determined necessary to comply with Section 2(1B) of the Income Tax Act, 1961. Such modifications shall however not affect other parts of the Scheme.

4.14 The Transferee Company shall under the provisions of the Scheme be deemed to be authorized to execute any such writings on behalf of the Transferor Company, to implement and carry out all formalities and compliances, if required, referred to above.

5. ALLOTMENT OF SHARES IN CONSIDERATION OF THE AMALGAMATION

5.1 Upon the Scheme becoming effective, in consideration of the transfer of and vesting of the said assets and said liabilities of Transferor Company, in the Transferee Company in terms of this Scheme, the Transferee Company shall without any further application or deed, issue and allot to the shareholders whose name

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appear in the Register of Members on the as on Date or to their respective heirs, executives, administrators or other legal representatives or the successors-in-title, as the case may be, in the following manner:

i) 4 fully paid up Equity Shares of Rs.10/-(Rupees Ten only) each of the Transferee Company for every 17 Equity Shares of Rs.10/-(Rupees Ten Only) each, held by the shareholders in Transferor Company.

ii) No shares shall be issued in respect of fractional entitlements, if any, by the Transferee Company, to the members of Transferor Company at the time of issue and allotment of equity shares.

5.2 Upon the Scheme coming into effect, the Authorised Share Capital of the Transferee Company shall be deemed to be increased to the extent of the Authorized Share Capital of the Transferor Company in line with Clause 12 of this Scheme.

5.3 Equity shares of the Transferee Company issued in terms of Clause 5.1(i) above will be listed and/ or admitted to trading on BSE. The Transferee Company shall enter into such arrangements and give such confirmations as may be necessary in accordance with the applicable laws or regulations for complying with the formalities of the said Stock Exchange. On such formalities being fulfilled the said Stock Exchange shall list and or admit such equity shares also for the purpose of trade.

5.4 Equity shares to be issued and allotted in terms of Clause 5.1(i) above shall rank pari passu with the existing equity shares of the Transferee Company.

5.5 The equity shares allotted by the Transferee Company pursuant to the Scheme shall remain frozen in the depositories system till listing/ trading permission is given by Stock Exchange.

5.6 The issue and allotment of equity shares in the Transferee Company, by the Transferee Company to the shareholders of the Transferor Company as provided in this Scheme is an integral part hereof and shall be deemed to have been carried out without any further act or deed by the Transferee Company as if the procedure laid down under Section 62(1)(a) of the Companies Act, 2013 and any other applicable provisions of the Act were duly complied with.

6. STAFF, WORKMEN AND EMPLOYEES

6.1 On the Scheme becoming operative, all employees of the Transferor Company in service on the Effective Date shall become employees of the Transferee Company on such date without any break or interruption in their service and on terms and conditions not less favourable than those subsisting with reference to the Transferor Company as on the said date. The position, rank or designation of the employees would however be decided by the Transferee Company.

6.2 The Transferee Company shall abide by the terms and agreements, if any, entered into by the Transferor Company with its employees.

6.3 It is expressly provided that, on the Scheme becoming effective, the Provident Fund, Gratuity Fund, Superannuation Fund, Employees State Insurance or any other Special Funds or Trusts, if any, created or existing for the benefit of the staff and employees of the Transferor Company shall become trusts/ funds of the Transferee Company for all purposes whatsoever in relation to the administration or operation of such Fund or Funds or in relation to the obligation to make contributions to the said Fund or Funds in accordance with the provisions thereof as per the terms provided in the respective Trust Deeds, if any, to the end and intent that all rights, duties, powers and obligations of the Transferor Company in relation to such Fund or Funds shall become those of the Transferee Company. It is clarified that the services of the staff and employees, if any, of the Transferor Company will be treated as having been continuous for the purpose of the said Fund or Funds.

7. ACCOUNTING TREATMENT IN BOOKS OF THE TRANSFEREE COMPANY

The Transferee Company shall, upon the scheme coming into effect, account for the amalgamation in its books as under:

7.1 On the Scheme becoming effective, the Transferee Company shall account for the amalgamation of the Transferor Company in its books of account with effect from the Appointed Date.

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7.2 The Amalgamation of the Transferor Company shall be accounted for in the books of account of the Transferee Company in accordance with “Pooling of Interests Method” of accounting as per the Accounting Standard (AS) 14, ‘Accounting for Amalgamations’ or other applicable accounting standards, section 2(43) of the Companies Act, 2013 and / or any other Sections of the Companies Act, 2013 as may be applicable.

7.3 All assets and liabilities, including any reserves and intangible assets, of the Transferor Company transferred to the Transferee Company under the Scheme shall be recorded in the books of account of the Transferee Company at their existing carrying amounts and in the same form as recorded in the books of account of the Transferor Company.

7.4 The balance in the reserves and surplus account of the Transferor Company shall be transferred to the corresponding reserves in the Transferee Company. In other words, identity of reserves of Transferor Company shall be preserved.

7.5 The balance of the Profit and Loss Account of the Transferor Company shall be aggregated with the balance of the Profit and Loss Account of the Transferee Company.

7.6 The difference between the share capital of the Transferor Company and face value of New Equity Shares issued by the Transferee Company to the shareholders of the Transferor Company shall be adjusted accordingly in the Reserves of the Transferee Company.

7.7 It is hereby clarified that pursuant to this Scheme, all transactions conducted during the period between the Appointed Date and Effective Date relating to the Transferor Company would be duly reflected in the financial statements of the Transferee Company, upon the Scheme coming into effect.

7.8 In case of any differences in accounting policies between the Transferee Company and the Transferor Company, the accounting policies followed by the Transferee Company shall prevail to ensure that the financial statements reflect the financial position on the basis of consistent accounting policies. Impact of any such change in accounting policy will be adjusted against the opening balance of General reserve, if any or added to the Profit and loss account balance, as the case may be, in the books of the Transferee Company as at the Appointed Date. Nevertheless such accounting policies shall be as per the Indian accounting standards and exceptions and disclosures thereof.

7.9 Intercompany loans or balances, if any, between the Transferor Company and the Transferee Company, shall stand cancelled.

8. LEGAL PROCEEDINGS

8.1 If any suit, appeal or other proceeding of whatever nature by or against the Transferor Company are pending prior to Effective Date, the same shall not abate or be discontinued or in any way be prejudicially affected by reason of the amalgamation or by anything contained in this Scheme, but the said suit, appeal or other legal 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 Company as if this Scheme had not been made. Any amount receivable under the pending suits, actions and proceedings shall solely belong to the Transferee Company. Similarly the Transferee Company will be responsible for discharging the liability in future in pending suits, actions and proceedings of the Transferor Company.

9. CONTRACTS, DEEDS AND OTHER INSTRUMENTS

9.1 Subject to the provisions of the Scheme, all contracts, deeds, bonds, agreements, arrangements and other instruments of whatsoever nature to which the Transferor Company is a party, or the benefit to which the Transferor Company is or may be eligible, subsisting or operative immediately on or before the Effective Date, shall be in full force and effect against or in favour of the Transferee Company and may be enforced as fully and effectively as if instead of the Transferor Company, the Transferee Company had been a party or beneficiary thereto from the inception. The Transferee Company shall enter into and/ or issue and/ or execute deeds, writings or confirmation or enter into any multipartite agreement, confirmations or novations to which the Transferor Company will, if necessary, also be a party in order to give formal effect to the

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provisions of this Scheme, if so required or becomes necessary. Further, the Transferee Company shall be deemed to be authorized to execute any such deeds, writings or confirmations on behalf of the Transferor Company and to implement or carry out all formalities required on the part of the Transferor Company to give effect to the provisions of this Scheme.

10. TRANSACTION BETWEEN APPOINTED DATE AND EFFECIVE DATE

10.1 With effect from the Appointed Date and up to and including the Effective Date:

i) The Transferor Company shall carry on and be deemed to have carried on its business and activities and shall be deemed to have held and stood possessed of and shall hold and stand possessed of its entire business and undertakings for and on account of and in trust for the Transferee Company. The Transferor Company shall carry on its activities in the ordinary course of business;

ii) All the profits, taxes such as advance tax, tax deducted at source, minimum alternate tax credit, taxes withheld/ paid in foreign country, underlying tax credit, tax sparing, if any, thereon or incomes accruing or arising to the Transferor Company or expenditure or losses arising or incurred by the Transferor Company shall for all purposes be treated and be deemed to be and accrue as the profits, taxes or incomes or expenditure or losses, as the case may be, of the Transferee Company; and

iii) The Transferor Company shall carry on their business and activities with reasonable diligence and business prudence and shall not venture into/expand any new businesses, alienate, charge, mortgage, encumber or otherwise deal with the assets or any part thereof except in the ordinary course of business without the prior consent of the Transferee Company.

10.2 The Transferee Company shall be entitled, pending the sanction of the Scheme, to apply to the Central Government and all other agencies, departments and authorities concerned as are necessary under any law for such consents, approvals and sanctions which the Transferee Company may require, to carry on the business of the Transferor Company.

10.3 The transfer of the entire business and undertakings of the Transferor Company to the Transferee Company and the continuance of all contracts or proceedings by or against the Transferor Company shall not affect any contracts or proceedings already concluded by the Transferor Company on or after the Appointed Date to the end and intent that the Transferee Company accepts and adopts all acts, deeds, matters and things done and/ or executed by the Transferor Company in regard thereto as having been done or executed on behalf of the Transferee Company.

11. DISSOLUTION OF THE TRANSFEROR COMPANY

On the Scheme becoming effective, the Transferor Company shall stand dissolved without being wound up.

PART C – OTHER TERMS AND CONDITIONS

12. COMBINATION OF SHARE CAPITAL

12.1 Upon the Scheme becoming effective, the authorized share capital of the Transferee Company, shall automatically stand increased without any further act, instrument or deed on the part of the Transferee Company including payment of stamp duty and fees payable to the Registrar of Companies, by the authorized share capital of the Transferor Company amounting to Rs. 15,00,00,000 comprising of 1,50,00,000 equity shares of Rs. 10 each and the Memorandum of Association and Articles of Association of the Transferee Company (relating to the authorized share capital) shall, without any further act, instrument or deed, be and stand altered, modified and amended, and the consent of the shareholders to the Scheme shall be deemed to be sufficient for the purposes of effecting this amendment, and no further Resolution(s) under Sections 13,14 and 61 of the Companies Act, 2013 and Section 394 of the Companies Act, 1956 would be required to be separately passed, as the case may be and for this purpose the stamp duties and fees paid on the authorized share capital of the Transferor Company shall be utilized and applied to the increased authorized share capital of the Transferee Company and there would be no requirement for any further payment of stamp duty and / or fee by the Transferee Company for increase in the authorized share capital to that extent.

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12.2 Consequently upon amalgamation of the Transferor Company into the Transferee Company, the authorized share capital of the Transferee Company will be as under:


Authorized Capital

6,00,00,000 equity shares of Rs. 10 each 60,00,00,000

5,00,000 preference shares of Rs. 100 each 5,00,00,000

Total 65,00,00,000

12.3 It is clarified that the approval of the members of the Transferee Company to the Scheme shall be deemed to be their consent/ approval also to the alteration to the Memorandum and Articles of Association of the Transferee Company as may be required under the Act, and Para V of the Memorandum of Association of the Transferee Company shall stand substituted by virtue of the Scheme to read as follows:

“The Authorised Share Capital of the Company is Rs. 65,00,00,000 (Rupees Sixty Five Crores only) divided into 6,00,00,000 (Six Crore) Equity shares of Rs.10/- (Rupees Ten only) each and 5,00,000 (Five Lakh) Preference shares of Rs.100/- (Rupees Hundred only) each carrying such rate of dividend and other rights as may be decided by the company in general meeting from time to time.”

13. MODIFICATIONS/ AMENDMENTS TO THE SCHEME

13.1 The Transferor Company and the Transferee Company by their respective Board of Directors may make and/ or consent to any modifications/ amendments to the Scheme or to any conditions or limitations that the Court or any other authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by them (i.e. the Board of Directors of Transferor Company and Transferee Company and Committee of Directors/ authorised officers of Transferee Company).

13.2 The Transferor Company and the Transferee Company by their respective Board of Directors shall be authorised to take all such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whether by reason of any directive or order of any other authority or otherwise however arising out of or under or by virtue of the Scheme and/or any matter concerned or connected therewith.

14. CHANGE OF REGISTERED OFFICE OF THE TRANSFEROR COMPANY

The Transferor Company has already initiated necessary steps for shifting its registered office from the State of Tamil Nadu to the State of Andhra Pradesh. For the purpose of the scheme, the applications/ petitions under Section 391/ 394 of the Act shall be made to the High Court where the registered office of the Transferee Company is situated.

15. SCHEME CONDITIONAL ON APPROVAL/ SANCTIONS

The Scheme is conditional upon and subject to:

15.1 The Transferee Company to provide for voting by Public Shareholders through Postal Ballot and e-voting, in accordance with the provisions of the Act and as required under the Securities and Exchange Board of India Circular CIR / CFD/DIL/5 / 2013 dated February 4, 2013, and subsequent modifications thereof (‘SEBI Circular’), while seeking their approval for the Scheme.

15.2 The Scheme being agreed with by the requisite number of Public Shareholders of the Transferee Company as provided in the SEBI Circular in this regard.

15.3 The requisite consent, approval or permission of the Central Government or any other statutory or regulatory authority, which by law may be necessary for the implementation of this Scheme.

15.4 Approval by requisite majority of the members/ creditors of the Transferor Company and the Transferee Company as may be directed by the High Court.

15.5 Certified/ authenticated copies of the orders of the High Court, sanctioning the Scheme being filed with the appropriate Registrar of Companies by the Transferor Company and the Transferee Company.

15.6 All other sanctions and approvals as may be required by law in respect of this Scheme being obtained.

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16. SAVING OF CONCLUDED TRANSACTIONS

16.1 The transfer of properties and liabilities under clause 4 above shall not affect any transaction or proceedings already concluded by Transferor Company on or after the Appointed date till the Effective date, to the end and intent that Transferee Company accepts and adopts all acts, deeds and things to be done and executed by Transferor Company in respect thereto as done and executed on behalf of itself.

17. EFFECT OF NON-RECEIPT OF APPROVALS/ SANCTIONS

17.1 In the event of any of the said sanctions and approvals referred to in Clause 13 not being obtained and/ or the Scheme not being sanctioned by the High Court, this Scheme shall stand revoked, cancelled and be of no effect, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any rights and/ or liabilities which might have arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifically provided in the Scheme or as may otherwise arise in law. Each party shall bear and pay its respective costs, charges and expenses for and/ or in connection with the Scheme.

18. POWER TO WITHDRAW THE SCHEME AT ANYTIME

18.1 In the event of any condition or amendment or modification that may be imposed by the High Court or any competent authority, which the Board of Directors of the Transferor Company or the Board of Directors of the Transferee Company, may find unacceptable for any reason, or if the Board of Directors of the said Transferor Company or Transferee Company for any reason so decides, they shall be at a liberty to withdraw from the Scheme unconditionally.

19. COSTS

19.1 All costs, shortages, taxes including duties and levies and all other expenses, if any (save as expressly otherwise agreed) of the Transferor Company and Transferee Company arising out of or incurred in connection with and implementation of this Scheme and matters incidental thereto shall be borne by the Transferee Company.

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SCHEDULE A

Schedule of Properties

Land measuring acres 15.00 cents located at Bogole Village and Panchayath, Bogole Mandal, SPSR, Nellore District, together with all the building and structure thereon and all plant and machinery attached to the earth or permanently fastened to anything attached to the earth, both present and future (“Immovable Property”).

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ATTENDANCE SLIP

COURT CONVENED MEETING OF EQUITY SHAREHOLDERS ON WEDNESDAY, 8TH DAY OF JUNE, 2016 AT 9.00 AM AT ANANTHAPURAM VILLAGE, T.P. GUDUR MANDAL, NELLORE, ANDHRA PRADESH – 524344

Sr. No.:

Name

Address

Folio No.

DP ID No.

Client ID No.

No. of equity shares held

Name of Proxy

Signature of Shareholder / Proxy

I/ We certify that I/ we am/ are registered shareholders/ proxy / Authorised Representative for the registered shareholder of the Company.

I/ We hereby record my/ our presence at the Court Convened Meeting of the Company on Wednesday, 8th day of June, 2016 at 9.00 AM Ananthapuram Village, T.P. Gudur Mandal, Nellore, Andhra Pradesh – 524344

(Signature of Shareholders/ proxy(s))

Note:1. Shareholders/ proxy holder(s) / Authorised Representative are requested to complete and bring the attendance

slips with them when they come to the meeting and hand over them at the entrance after affixing their signatures on them.

2. Shareholder / proxy holder who desire to attend the meeting should bring his / her copy of the notice for reference at the meeting.

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IN THE HIGH COURT OF JUDICATURE AT HYDERABADORDINARY JURISDICTION

COMPANY APPLICATION NO. 618 OF 2016

In the matter of the Scheme of Amalgamation under sections 391 to 394 of the Companies Act 1956 and other applicable provisions of the Companies Act, 1956 and the Companies Act, 2013, of Pinnae Feeds Limited with The Waterbase Limited and their respective shareholders and the creditors.

The Waterbase Limited )

CIN No L05005AP1987PLC018436 )

a company incorporated under the )

Companies Act, 1956 and having its )

Registered office at Ananthapuram Village, )

T.P. Gudur Mandal, Nellore, )

Andhra Pradesh - 524344 )………. Applicant Company

PROXY FORMI/We __________________________________, the undersigned, being the Equity Shareholder of The Waterbase Limited, the Applicant Company do hereby appoint Mr./Ms. __________________ of _________________ and failing him/her ________________ of _______________ as my/our proxy, to act for me/us at the meeting of the Equity Shareholders to be held on Wednesday, 8th day of June, 2016 at 9.00 AM at the Registered office of the Applicant Company at Ananthapuram Village, T.P. Gudur Mandal, Nellore, Andhra Pradesh – 524344 for the purpose considering and, if thought fit, approving, the amalgamation embodied in the Scheme of Amalgamation of Pinnae Feeds Limited with The Waterbase Limited and their respective shareholders and creditors (“Scheme”) and at such meeting, and any adjournment /adjournments thereof, to vote, for me/us and in my/our name(s) as below:

Sr. No. Description

Vote

For Against


Dated this _____________day of __________________,2016, Name________________________

Address __________________________________________________ ________________________________

For (Demat holding) : Beneficiary ID ____________________________ (For Physical holding)

Folio No. _______________________________, No. of Shares held:______________________________________

Signature of Proxy Holder Signatures of Sole / First Holder/ Second Holder /Third Holder

Please Affi xRevenue Stamp

(sign across the stamp)

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NOTES:

1. This form in order to be effective should be duly completed and deposited at the registered office of the Applicant Company, not less than 48 hours before the commencement of the Court Convened Meeting.

2. A person can act as a proxy on behalf of members not exceeding fifty (50) and holding in aggregate not more than ten percent (10%) of the total share capital of the Applicant Company. In case a proxy is proposed to be appointed by a member not holding more than 10% of the total share capital of the Applicant Company carrying voting rights, then such proxy shall not act as a proxy for any other person or member.

3. Those members who have multiple folios with different joint holders may use copies of this Attendance slip/ Proxy.

4. It is optional to indicate your preference. Please put (�) in the appropriate column against the Resolution indicated in the box. If you leave the ‘For’ or ‘Against’ column blank against the Resolution, your proxy will be entitled to vote in the manner as he/she may deem appropriate.

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POSTAL BALLOT FORMSr No. :

1. Name and Registered address of the First named Shareholder (In block letters)

2. Name(s) of the Joint Holder(s) if any

3. Regd. Folio No. / DP ID & Client ID*

(*Applicable to investors holding shares in dematerialized form)

4. No. of Shares

I/ we hereby exercise my/ our vote in respect of the following Resolutions to be passed through Postal Ballot / e-voting for the business stated in the notice of the Company by sending my/ our assent/ dissent by placing tick (√) mark at the end of the appropriate box below:

Sr. No. Description No. of shares

I/ we assent to the Resolution

(For)

I/ we dissent to the Resolution

(Against)


Date:

Place: Signature of the Shareholder

NOTE:1. Please read carefully the instructions printed overleaf before exercising the vote.

2. The Company is pleased to offer all its shareholders, e-voting facility as an alternative mode for casting their votes electronically, instead of sending the Postal ballot forms to the scrutinizer. However, e-voting is optional.

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INSTRUCTIONS1. Members may fill up the Postal Ballot Form printed overleaf and submit the same to the Scrutinizer in the enclosed

self-addressed business reply envelope so as to reach before 5.00 pm on 10th day of June, 2016. Postal Ballot Form received thereafter will strictly be treated as if not received.

2. Alternatively, a shareholder may vote through electronic means as per “Procedure for voting through e-voting” in the Postal Ballot notice sent herewith.

3. Voting period will start from 9.00 am on 12th day of May, 2016 and will end on 10th day of June, 2016 at 5.00 p.m.

4. The Company will not be responsible if the envelope containing the Postal Ballot Form is lost in transit.

5. Unsigned, incomplete or incorrectly ticked forms are liable to be rejected and the decision of the Scrutinizer on the validity of the Postal Ballot forms will be final.

6. In the event member casts his votes through both the processes i.e. E-voting and Postal Ballot Form, the votes in the electronic system would be considered and the Postal Ballot Form would be ignored.

7. The right of voting by Postal Ballot Form shall not be exercised by a proxy.

8. To avoid fraudulent transactions, the identity/signature of the members holding shares in electronic/ demat form is verified with the specimen signatures furnished by NSDL/CDSL and that of members holding shares in physical form is verified as per the records of the share transfer agent of the Company. Members are requested to keep the same updated.

9. There will be only one Postal Ballot Form for every Folio/ Beneficiary ID irrespective of the number of joint members. Please convey your assent or dissent only by putting a tick mark in the relevant box signifying your assent or dissent.

10. In case of joint registered holders of any share, anyone of such persons may vote at the meeting either personally or by proxy in respect of such shares as if he were solely entitled thereto and if more than one of such joint shareholders be present at the meeting either personally or by proxy, that one of the said persons so present whose name stands first on the Register in respect of such share alone shall be entitled to vote in respect thereof.

11. Where the Postal Ballot Form has been signed by an authorized representative of the body corporate/Trust/Society, etc. a certified copy of the relevant authorization/Board Resolution to vote should accompany the Postal Ballot Form.

12. Voting rights for the Postal Ballot/ e-voting shall be reckoned on the paid up value of the shares registered in the names of the Shareholders as on 5th day of May, 2016 i.e. the cut-off date for despatch of Postal Ballot Notice.

13. Shareholders may download the Postal Ballot Form from the Company’s website www.waterbaseindia.com or seek a duplicate Postal Ballot Form. However, the duly completed Postal Ballot Form should reach the Scrutinizer not later than the close of working hours 5.00 p.m. on 10th day of June, 2016. Postal Ballot Forms received after that date will be strictly treated as if reply from such member has not been received.

14. The Scrutinizer shall, immediately after the conclusion of the Postal Ballot voting period, unblock the votes cast through remote e-voting and also count the votes received by post through Postal Ballot Form, in the presence of at least two (2) witnesses not in the employment of the Company.

15. The Scrutinizer will collate the votes downloaded from the e-voting system and votes received through Postal Ballot form and make, not later than 11th Day of June, 2016, a consolidated Scrutinizer’s report of the total votes cast in favour or against, if any, which shall be signed by the Scrutinizer.

the waterbase limited equity shareholders of the waterbase limited ... the company has appointed mr....

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