MEGHMANI ORGANICS LIMITED

Information Memorandum

Date: August 03, 2021

MEGHMANI ORGANICS LIMITED (Formerly known as Meghmani Organochem Limited)

Our Company was originally incorporated as “Meghmani Organochem Limited” on October 15, 2019 under the Companies

Act, 2013 in the state of Gujarat vide Certificate of Incorporation issued by the Central Registration Centre, Registrar of

Companies on behalf of the Registrar of Companies, Gujarat (“RoC”). Our Company filed declaration of commencement of

business with the RoC on December 31, 2019. The name of our Company changed to “Meghmani Organics Limited” pursuant

to certificate of incorporation consequent upon change of name dated August 03, 2021 received from the RoC. For further

details on change of the name and the registered office of our Company, see the chapter titled “History and Certain Other

Corporate Matters” beginning on page 84.

Registered & Corporate Office: 1st to 3rd Floor, Near Raj Bunglow, Near Safal Profitaire, Prahlad Nagar, Satellite,

Ahmedabad – 380015, Gujarat, India

Telephone: +91-79-71761000; Website: www.meghmani.com; Email: [email protected];

Contact Person: Jayesh Patel, Company Secretary and Compliance Officer; Email: [email protected]

Corporate Identity Number (CIN): U24299GJ2019PLC110321

PROMOTERS OF OUR COMPANY

Jayantibhai Meghjibhai Patel, Ashishbhai Natawarlal Soparkar, Natwarlal Meghjibhai Patel, Rameshbhai Meghjibhai Patel,

Anandbhai Ishwarbhai Patel, Ankit Natwarlal Patel, Karana Rameshbhai Patel and Darshan Anandbhai Patel

INFORMATION MEMORANDUM FOR LISTING OF 25,43,14,211 EQUITY SHARES OF MEGHMANI

ORGANICS LIMITED (“THE COMPANY” / “OUR COMPANY” / “MOL”) PURSUANT TO THE SCHEME OF

ARRANGEMENT (THE “SCHEME”)

NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THIS INFORMATION

MEMORANDUM

GENERAL RISK

Investment in equity and equity related securities involve a degree of risk and investors should not invest in the equity shares

of our Company unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors

carefully before taking an investment decision in the Company. For taking an investment decision, investors must rely on

their own examination of the Company including the risks involved. The Equity Shares have not been recommended or

approved by the Securities and Exchange Board of India (“SEBI”), National Stock Exchange of India Limited (“NSE”) or

BSE Limited (“BSE” and collectively with NSE, “Stock Exchanges”) neither does SEBI nor either of the Stock Exchanges

guarantee the accuracy or adequacy of this Information Memorandum. Specific attention of investors is invited to the

statement of ‘Risk factors’ given on page 17.

COMPANY’S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Information

Memorandum contains all information with regard to our Company which is material in the context of the listing, that the

information contained in this Information Memorandum is true and correct in all material aspects and is not misleading in any

material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the

omission of which make this Information Memorandum as a whole or any such information or the expression of any such

opinions or intentions misleading in any material respect.

LISTING

The Equity Shares of our Company are proposed to be listed on NSE and BSE. For the purposes of listing of our Equity

Shares pursuant to the Scheme, NSE is the Designated Stock Exchange. Our Company has submitted this Information

Memorandum with NSE and BSE. The Information Memorandum will be made available on our Company’s website at

www.meghmani.com; and on the websites of the Stock Exchanges at www.nseindia.com and www.bseindia.com.

REGISTRAR AND SHARE TRANSFER AGENT

Link Intime India Private Limited

Address: 5th Floor, 506-508, Amarchand Business Centre -1 (ABC-1),

Beside Gala Business Centre, Near St. Xavier’s College Corner,

Off C G Road, Ellisbridge, Ahmedabad –380006, Gujarat, India.

Tel: +91-79-26465186/87 Fax: +91-79-06465179

Website: www.linkintime.co.in;

Email: [email protected]

Contact Person: Nilesh Dalwadi

SEBI Registration Number: INR000004058

http://www.meghmani.com/

mailto:[email protected];%[email protected];

mailto:[email protected]


http://www.nseindia.com/

http://www.bseindia.com/

http://www.linkintime.co.in/


2

TABLE OF CONTENTS

SECTION I – GENERAL ........................................................................................................................................... 3

DEFINITION AND ABBREVIATIONS.................................................................................................................. 3

CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ........... 9

FORWARD LOOKING STATEMENTS ............................................................................................................... 11

SECTION II - INFORMATION MEMORANDUM SUMMARY ........................................................................ 12

SECTION III – RISK FACTORS ............................................................................................................................ 17

SECTION IV – INTRODUCTION .......................................................................................................................... 31

SUMMARY OF FINANCIAL STATEMENTS ..................................................................................................... 31

GENERAL INFORMATION ................................................................................................................................. 36

CAPITAL STRUCTURE ........................................................................................................................................ 40

OBJECTS AND RATIONALE OF THE SCHEME ............................................................................................... 48

STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS .................................................................................. 49

SECTION V – ABOUT OUR COMPANY .............................................................................................................. 55

INDUSTRY OVERVIEW ...................................................................................................................................... 55

OUR BUSINESS .................................................................................................................................................... 66

OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS ................................................................ 84

KEY REGULATIONS AND POLICIES ................................................................................................................ 88

OUR MANAGEMENT........................................................................................................................................... 93

OUR PROMOTERS AND PROMOTER GROUP ............................................................................................... 110

OUR GROUP COMPANIES ................................................................................................................................ 115

RELATED PARTY TRANSACTIONS ............................................................................................................... 119

DIVIDEND POLICY ............................................................................................................................................ 120

SECTION VI – FINANCIAL INFORMATION ................................................................................................... 121

FINANCIAL STATEMENTS .............................................................................................................................. 121

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS ...................................................................................................................................................... 205

SECTION VII – LEGAL AND OTHER INFORMATION ................................................................................. 214

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ........................................................... 214

GOVERNMENT AND OTHER STATUTORY APPROVALS .......................................................................... 219

OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................................ 221

SECTION VIII – MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ................................................. 226

SECTION IX – OTHER INFORMATION ........................................................................................................... 288

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................. 288

DECLARATION .................................................................................................................................................. 289

3

SECTION I – GENERAL

DEFINITION AND ABBREVIATIONS

This Information Memorandum uses certain definitions and abbreviations which, unless the context otherwise

indicates or implies, shall have the meanings ascribed to such terms herein, and references to any legislation,

act, regulation, rule, guideline, policy, circular, notification or clarification will include any amendments or re-

enactments thereto, from time to time.

Notwithstanding the foregoing, terms in “Main Provisions of the Articles of Association”, “Statement of Tax

Benefits”, “Industry Overview”, “Our Business”, “Risk Factors”, “Financial Statements”, “Outstanding

Litigation and Other Material Developments” and “Objects and Rationale of the Scheme”, shall have the

meaning ascribed to such terms in those respective sections/chapters.

Company and Scheme related terms

Term Description

“Demerged Company” or

“Transferor Company” or

“MOL 1”

Erstwhile Meghmani Organics Limited

“Resulting Company” or

“MOL 2” or “Our Company”

Our Company, Meghmani Organics Limited (formerly known as

Meghmani Organochem Limited)

“Transferee Company” or

“MFL”

Meghmani Finechem Limited

AOA/ Articles/ Articles of

Association

The Articles of Association of our Company, as amended from time to

time.

Appointed date April 1, 2020

Audit Committee The committee of the Board of Directors constituted as the Company’s

Audit Committee in accordance with the SEBI Listing Regulations and the

Companies Act, 2013. For details, see the chapter titled “Our

Management” on page 93.

Auditor or Statutory Auditor The Statutory Auditor of our Company, being S R B C & Co. LLP,

Chartered Accountant

Board of Directors/ the Board /

our Board

The Board of Directors of our Company, including all duly constituted

Committee(s) thereof.

Chief Executive Officer Chief Executive Officer of our Company, being Mr. Ankit Natwarlal Patel

Chief Financial Officer Chief Financial Officer of our Company, being Mr. Gurjant Singh Chahal

Company Secretary and

Compliance Officer

Company Secretary and compliance officer of our Company appointed in

terms of Regulation 6(1) of the SEBI Listing Regulations, being Mr.

Jayesh Patel

Corporate Social Responsibility

Committee

The Corporate Social Responsibility committee of our Company,

constituted in accordance with the Companies Act, 2013 and the

Companies (Corporate Social Responsibility Policy) Rules, 2014, as

described in the chapter titled “Our Management” on page 93.

Demerged Undertaking or

Agrochemical and Pigment

Undertaking

Demerged Undertaking or Agrochemical and Pigment Undertaking as

defined in the Scheme.

Draft Information

Memorandum

The draft information memorandum dated June 17, 2021 filed with the

Stock Exchanges

Director(s) Director(s) of our Company, unless otherwise specified

Effective Date May 10, 2021

Eligible Shareholders Shall mean eligible holder(s) of the equity shares of MOL 1 as on the

Record Date.

Equity Shares Unless otherwise specified, fully paid-up equity shares of our Company of

face value of ₹ 1 each

Group Companies The companies with which our Company had related party transactions,

during the period for which financial information is disclosed in this

Information Memorandum, as covered under the applicable accounting

standards, and such other companies as considered material by the Board

4

Term Description

of Directors. For further details on our Group Companies, see the chapter

titled “Our Group Companies” on page 115.

Independent Director A non-executive, independent director of our Company as per the

Companies Act, 2013 and the SEBI Listing Regulations

Information Memorandum The information memorandum dated August 03, 2021 filed with the Stock

Exchanges.

Key Managerial Personnel /

KMP

Key managerial personnel of our Company in terms of Section 2(51) of

the Companies Act, 2013 and as identified in chapter titled “Our

Management” beginning on page 93.

MOA / Memorandum /

Memorandum of Association

The Memorandum of Association of our Company, as amended from time

to time.

NCLT The National Company Law Tribunal, Ahmedabad Bench

Net Worth Net worth of our Company, in terms of Regulation 2(1)(hh) of the SEBI

ICDR Regulations

Nomination and Remuneration

Committee

The committee of the Board of Directors constituted in accordance with

the SEBI Listing Regulations and the Companies Act, 2013. For details,

see chapter titled “Our Management” on page 93.

Non-Executive Director(s) A Non-Executive director of our Company, unless otherwise specified.

Optionally Convertible

Redeemable Preference Share /

“OCRPS”

8% Optionally Convertible Redeemable Preference Shares of face value

₹10 each issued by MFL

Promoters / our Promoters The Promotes of our Company, viz., Jayantibhai Meghjibhai Patel,

Ashishbhai Natawarlal Soparkar, Natwarlal Meghjibhai Patel, Rameshbhai

Meghjibhai Patel, Anandbhai Ishwarbhai Patel, Ankit Natwarlal Patel,

Karana Rameshbhai Patel and Darshan Anandbhai Patel. For details, see

the chapter titled “Our Promoters and Promoter Group” on page 110.

Promoter Group Persons and entities constituting our promoter group in terms of

Regulation 2(1) (pp) of the SEBI ICDR Regulations. For details, see the

chapter titled “Our Promoters and Promoter Group” on page 110.

Record Date May 19, 2021

Remaining Business

Undertaking of MOL 1

Remaining Business Undertaking of MOL 1 as defined under the Scheme.

Registered Office and

Corporate Office

The Registered office and Corporate office of our Company located at 1st

to 3rd Floor, Near Raj Bunglow, Near Safal Profitaire, Prahlad Nagar,

Satellite, Ahmedabad – 380015, Gujarat, India

Financial Information /

Financial Statements /

Consolidated Financial

Statements

The financial information of our Company which comprises of audited

consolidated statements of assets and liabilities as at March 31, 2021 and

March 31, 2020, the audited consolidated statements of profit and loss

(including other comprehensive income), consolidated cash flow statement

and consolidated statement of changes in equity for the year ended March

31, 2021 and for the period from October 15, 2019 to March 31, 2020 of

the Company together with the summary statement of significant

accounting policies, and other explanatory information thereon, derived

from audited consolidated financial statements as at March 31, 2021 and

March 31, 2020 prepared and restated pursuant to the Scheme of

Arrangement in accordance with Ind AS.

For details, see “Financial Statements” on page 121.

RoC / Registrar of Companies Registrar of Companies, Gujarat, Dadra and Nagar Haveli

Scheme / Composite Scheme of

Arrangement

The composite scheme of arrangement under the provisions of sections

230 to 232, read with section 66 and other applicable provisions of the

Companies Act, 2013 between Meghmani Organics Limited, Meghmani

Organochem Limited, Meghmani Finechem Limited and their respective

shareholders and creditors, as sanctioned by the NCLT vide its order dated

May 3, 2021.

Stakeholders Relationship

Committee

The committee of the Board of Directors constituted as the Company’s

stakeholders’ relationship committee in accordance with the SEBI Listing

Regulations and the Companies Act, 2013. For details, see the chapter

5

Term Description

titled “Our Management” on page 93

“Subsidiaries” or “Our

Subsidiaries”

Subsidiaries of our Company within the meaning of section 2(87) of the

Companies Act, 2013 and more fully described in the chapter titled

“History and Certain Other Corporate Matters” beginning on page 84.

Technical and Industry related Terms/ Abbreviations

Terms Description

CAGR Compounded Annual Growth Rate

CIB Central Insecticides Board

CMAC Cypermethric Acid Chloride

CPC Copper Phthalocyanine

CPI Consumer Price Index

CSIR Council of Scientific & Industrial Research

CSR Corporate Social Responsibility

DETCL Diethyl Thiophosphoryl Chloride

EMS Environmental Management System

EU European Union

FICCI Federation of Indian Chambers of Commerce & Industry

GDP Gross Domestic Product

GIDC Gujarat Industrial Development Corporation

IBEF India Brand Equity Foundation

IMF International Monetary Fund

ISO International Organization for Standardization

LAMEA Latin America, Middle East & Africa

MBBA N-(4-Methoxybenzylidene)-4-butylaniline

MCA Monochloroacetic Acid

MEG Mono-ethylene glycol

MNCs Multinational Companies

MPBA Meta Phenoxy Benzyl Alcohol

mtpa Metric Tonne per Annum

MW Megawatt

OECD Organization of Economic Cooperation and Development

OH&S Occupational Health and Safety

PTSA P-Toluenesulfonic acid

QMS Quality Management System

R&D Research and Development Center

WPI Wholesale Price Index

WEO World Economic Outlook

Conventional and General Terms/ Abbreviations

Term Description

AGM Annual General Meeting

Air Act The Air (Prevention and Control of Pollution) Act, 1981

BSE BSE Limited

CAGR Compounded Annual Growth Rate

CDSL Central Depository Services (India) Limited

CFO Chief Financial Officer

CIN Corporate Identity Number

Companies Act, 1956 Erstwhile Companies Act, 1956

Companies Act, 2013 Companies Act, 2013, read with the rules, regulations, clarifications and

modifications thereunder

COVID-19 A public health emergency of international concern as declared by the

World Health Organization on January 30, 2020 and a pandemic on

6

Term Description

March 11, 2020

CSR Corporate Social Responsibility

Depositories NSDL (National Securities Depository Limited) and CDSL (Central

Depository Services Limited)

Depositories Act The Depositories Act, 1996, as amended from time to time.

Designated Stock Exchange NSE

DIN Director Identification Number

DP Depository Participant

DP ID Depository Participant’s Identity Number

EBITDA Earnings before Interest, Tax, Depreciation and Amortization

EPCG Export Promotion Capital Goods

EGM Extraordinary General Meeting

EPS Earnings Per Share

F.Y./FY Financial Year

FCNR Account Foreign Currency Non Resident Account

FDI Foreign Direct Investment

FDI Policy Consolidated FDI Policy dated October 15, 2020 issued by the

Department for Promotion of Industry and Internal Trade, Ministry of

Commerce and Industry, Government of India and any modifications

thereto or substitutions thereof, issued from time to time

FEMA Foreign Exchange Management Act 1999, as amended from time to

time and the regulations framed there under.

FEMA Rules Foreign Exchange Management (Non-Debt Instruments) Rules, 2019

FIs Financial Institutions

FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors)

Regulations, 2019, as amended from time to time

FPIs Foreign Portfolio Investor registered with the SEBI under applicable

laws in India

Fugitive economic offender An individual who is declared a fugitive economic offender under

section 12 of the Fugitive Economic Offenders Act, 2018

FVCI Foreign Venture Capital Investor registered under the Securities and

Exchange Board of India (Foreign Venture Capital Investor)

Regulations, 2000.

GDP Gross Domestic Product

GIR Number General Index Registry number

GOI/ Government Government of India

GPCB Gujarat Pollution Control Board

Gratuity Act The Payment of Gratuity Act, 1972

GST Act The Central Goods and Services Tax Act, 2017

HUF Hindu Undivided Family

I. T. Act The Income Tax Act, 1961, as amended from time to time.

IBC Insolvency and Bankruptcy Code, 2016

ICAI Institute of Chartered Accountants of India

ICDR Regulations/ SEBI ICDR

Regulations

SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018,

as amended from time to time

IFRS International Financial Reporting Standards

IND AS Indian Accounting Standards prescribed under Section 133 of the

Companies Act, 2013, as notified under Rule 3 of Companies (Indian

Accounting Standard) Rules, 2015

Indian GAAP Generally Accepted Accounting Principles in India

INR Indian National Rupee

ISIN International Securities Identification Number allotted by the depository

ISO International Organization for Standardization

IT Authorities Income Tax Authorities

IT Rules The Income Tax Rules, 1962, as amended from time to time

ID Act The Industrial Disputes Act, 1947

IFSC Indian Financial System Code

7

Term Description

IGST Integrated GST

MCA The Ministry of Corporate Affairs, GoI

MD Managing Director

N/A or N.A. Not Applicable

NAV Net Asset Value

NI Act Negotiable Instruments Act, 1881

NOC No Objection Certificate

NR Non Resident

NRE Account Non Resident (External) Account

NRI Non Resident Indian, is a person resident outside India, who is a citizen

of India or a person of Indian origin and shall have the same meaning as

ascribed to such term in the Foreign Exchange Management (Deposit)

Regulations, 2016, as amended from time to time

NRO Account Non Resident (Ordinary) Account

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

OCB Overseas Corporate Bodies

p.a. per annum

p.m. per month

P/E Ratio Price Earnings Ratio

PAN Permanent Account Number

PAT Profit After Tax

PBT Profit Before Tax

Pvt. Private

RBI Reserve Bank of India

RBI Act The Reserve Bank of India Act, 1934, as amended from time to time

RoNW Return on Net Worth

ROE Return on Equity

Rs. / INR / ₹ Indian Rupees

SCORES SEBI Complaints Redress System

SCRA Securities Contracts (Regulation) Act, 1956 as amended from time to

time

SCRR Securities Contracts (Regulation) Rules, 1957

SEBI Securities and Exchange Board of India

SEBI Act Securities and Exchange Board of India Act, 1992, as amended from

time to time

SEBI Circular SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 as

amended from time to time and consolidated under SEBI Master

Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22,

2020

SEBI (LODR) Regulations /

SEBI Listing Regulations

Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015, as amended, including

instructions and clarifications issued by SEBI from time to time

SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investments Funds)

Regulations, 2012.

SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors)

Regulations, 2014

SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital

Investors) Regulations, 2000

SEBI Insider Trading

Regulations

Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015, as amended from time to time, including instructions

and clarifications issued by SEBI from time to time

SEBI Takeover Regulations

/Takeover Regulations /

Takeover Code

Securities and Exchange Board of India (Substantial Acquisition of

Shares and Takeovers) Regulations, 2011

SGST State GST

SGX-ST Singapore Exchange Securities Trading Limited

8

Term Description

Sec Section

SME Small Medium Enterprise

SSI Undertaking Small Scale Industrial Undertaking

Stock Exchange (s) BSE Limited and National Stock Exchange of India Limited

STT Securities Transaction Tax

TAN Tax Deduction Account Number

TIN Taxpayers Identification Number

U.S. GAAP Generally accepted accounting principles in the United States of

America

u/s Under Section

UIN Unique Identification Number

US/ U.S. / USA/United States United States of America

USD / US$ / $ United States Dollar, the official currency of the United States of

America

w.e.f. With effect from

WDV Written Down Value

WTD Whole-time Director

Wilful defaulter A wilful defaulter, as defined under Regulation 2(1)(lll) of the SEBI

ICDR Regulations, means a person who or which is categorized as a

wilful defaulter by any bank or financial institution (as defined under

Companies Act, 2013) or consortium thereof, in accordance with the

guideline on wilful defaulter issued by the RBI

YoY Year over year

9

CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Convention

All references in this Information Memorandum to “India” are to the Republic of India and all references herein

to the “Government”. “Indian Government”, “GoI”, “Central Government” or the “State Government” are to the

Government of India, central or state, as applicable.

Unless otherwise specified, any time mentioned in this Information Memorandum is in Indian Standard Time

(“IST”).

Unless stated otherwise, all references to page numbers in this Information Memorandum are to the page

numbers of this Information Memorandum.

Financial Data

Unless stated otherwise, the financial data in this Information Memorandum is derived from our Consolidated

Financial Statements. Our Company publishes its financial statements in Indian Rupees. Our financial

statements, including the report issued by the Statutory Auditor have been prepared in accordance with Ind AS.

For further information, see “Financial Information” beginning on page 121.

Our Company’s fiscal year commences on April 1 and ends on March 31 of each year, so all references to a

particular fiscal year are to the 12 months period ended March 31 of that year. Unless stated otherwise, all

references in this Information Memorandum to the terms Fiscal or Fiscal Year or Financial Year or FY are to the

12 months ended March 31 of such year. Our Company was incorporated on October 15, 2019 and accordingly,

the reference in this Information Memorandum for Fiscal 2020 shall mean the period commencing from October

15, 2019 and ending on March 31, 2020. Unless stated otherwise, or the context requires otherwise, all

references to a “year” in this Information Memorandum are to a calendar year.

Certain figures contained in this Information Memorandum, including financial information, have been subject

to rounding off adjustments. All decimals have been rounded off to two decimal points. In certain instances, (i)

the sum or percentage change of such numbers may not conform exactly to the total figure given; and (ii) the

sum of the numbers in a column or row in certain tables may not conform exactly to the total figure given for

that column or row. Further, any figures sourced from third-party industry sources may be rounded off to other

than two decimal points to conform to their respective sources.

Currency of Presentation

All references to “Rupees” or “₹” or “Rs.” or “INR” or “Re” are to Indian Rupees, the official currency of the

Republic of India. Our Company has presented certain numerical information in this Information Memorandum,

in “Lakhs” “million” and “crores” units or in whole numbers where the numbers have been too small to

represent in such units. One Lakh represents 1,00,000, One million represents 1,000,000, One crore represents

10,000,000 and one billion represents 1,000,000,000.

Figures sourced from third-party industry sources may be expressed in denominations other than lakhs or may

be rounded off to other than two decimal points in the respective sources, and such figures have been expressed

in this Information Memorandum in such denominations or rounded-off to such number of decimal points as

provided in such respective sources.

Industry and Market Data

Unless stated otherwise, industry and market data and various forecasts used throughout this Information

Memorandum have been obtained from various publicly available sources, including industry websites and

publicly available industry reports.

Industry websites and publications generally state that the information contained in those publications has been

obtained from sources believed to be reliable but their accuracy and completeness and underlying assumptions

are not guaranteed and their reliability cannot be assured.

10

Although we believe that industry data used in this Information Memorandum is reliable, it has not been

independently verified by our Company and our affiliates or advisors. Such data involves risks, uncertainties

and numerous assumptions and is subject to change based on various factors, including those discussed in the

section titled “Risk Factors” beginning on page 17. Accordingly, investment decisions should not be based

solely on such information.

The data used in these sources may have been reclassified by us for the purposes of presentation. Data from

these sources may also not be comparable. Further, the extent to which the industry and market data presented in

this Information Memorandum is meaningful depends on the reader’s familiarity with and understanding of the

methodologies used in compiling such data. There are no standard data gathering methodologies in the industry

in which we conduct our business, and methodologies and assumptions may vary widely among different

industry sources.

Exchange Rate

The following tables provide information with respect to the exchange rate for the Indian rupee per unit of a

foreign currency. The exchange rates are based on the reference rates released by the Reserve Bank of India or

Financial Benchmarks India Private Limited, as the case may be. No representation is made that any rupee

amounts could have been, or could be, converted into such foreign currency at any particular rate, the rates

stated below, or at all.

(₹ per unit of foreign currency)

Currency Exchange rate as on

March 31, 2021 March 31, 2020 March 31, 2019

1 US $ 73.50 75.39 69.17

1 Euro 86.09 83.04 77.70

(Source: www.rbi.gov.in and www.fbil.org.in)

Wherever the exchange rate was not available on account of March 31st being a holiday, the exchange rate as of

the immediately preceding working day has been provided.

http://www.rbi.gov.in/

11

FORWARD LOOKING STATEMENTS

This Information Memorandum contains certain “forward-looking statements”. These forward-looking

statements can generally be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”,

“estimate”, “intend”, “objective”, “plan”, “project”, “shall”, “will”, “will continue”, “will pursue” or other

words or phrases of similar meaning. Similarly, statements that describe our strategies, objectives, plans or goals

are also forward-looking statements. All forward looking statements are based on our current plans, estimates,

presumptions and expectations, and are subject to risks, uncertainties and assumptions about us that could cause

actual results and property valuations to differ materially from those contemplated by the relevant forward-

looking statement.

Important factors that could cause actual results to differ materially from our expectations include, but are not

limited to the following -

• Uncertainty in the integration of Agrochemical and Pigment Undertaking into our Company;

• Uncertainty in relation to continuing effect of the COVID-19 pandemic on our business and operations;

• Shutdown of our manufacturing facilities;

• Our ability to successfully implement our strategy, our growth plans;

• Dependency on our management and our ability to attract and retain qualified personnel;

• Disruption in supply of raw materials in absence of no definitive agreements;

• Concentration of customers;

• Other factors beyond our control.

For a further discussion of factors that could cause our actual results to differ, refer to section titled “Risk

Factors” beginning on page 17. By their nature, certain market risk disclosures are only estimates and could be

materially different from what actually occurs in the future. Further, actual results may differ materially from

those suggested by the forward-looking statements due to risks or uncertainties or assumptions associated with

the expectations with respect to, but not limited to, regulatory changes pertaining to the industry in which our

Company operates and our ability to respond to them, our ability to successfully implement our strategy, our

growth and expansion, technological changes, our exposure to market risks, general economic and political

conditions which have an impact on our business activities or investments, the monetary and fiscal policies of

India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or

other rates or prices, the performance of the financial markets in India and globally, changes in domestic laws,

regulations and taxes, changes in competition in its industry and incidents of any natural calamities. As a result,

actual future gains or losses could materially differ from those that have been estimated and are not a guarantee

of future performance.

These statements are based on the management’s belief and assumptions, which in turn are based on currently

available information. Although we believe the assumptions upon which these forward-looking statements are

based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements

based on these assumptions could be incorrect. Future looking statements speak only as of the date of this

Information Memorandum. Neither we nor our Promoters, Directors, or any of their respective affiliates have

any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof

or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.

12

SECTION II - INFORMATION MEMORANDUM SUMMARY

This section is a summary of specific disclosures included in this Information Memorandum and is not

exhaustive nor does it purport to contain a summary of all disclosures or details relevant to prospective

investors. For additional information and further details with respect to any of the information summarised

below, please refer to the relevant sections of this Information Memorandum. Unless otherwise stated, the

financial information in this section is derived from the Consolidated Financial Statements.

Summary of Business

We are a leading diversified chemical company engaged in the business of manufacturing and sale of Pigments

and Agrochemicals. We are among the leading global pigment manufacturers and vertically integrated

Agrochemical players having products across the entire value chain i.e. raw materials, intermediates, technical

and formulations. Within Pigments, we specialize in green and blue pigments, which have varied end use

applications including, amongst others, printing inks, plastics, rubber, paints, textiles, leather and paper. We also

manufacture three broad categories of Agrochemical products, namely, pesticide intermediates, technical grade

pesticides and pesticide formulations. We carry out our manufacturing activities from six well-integrated

manufacturing facilities located in Gujarat, India. Over the years, we have built an extensive pan-India presence

with over 3,000 distributors and dealers and has global footprint with presence in over 75 countries through a

portfolio of over 400 marquee clients.

Summary of Industry

Agrochemical Industry:

The Indian agrochemicals industry was valued at around INR 42,000 crore in FY2019 out of which domestic

consumption was worth around INR 20,000 crore, while exports during the same period were worth around INR

22,000 crore. India is a major exporter and importer of agrochemicals. India was the fifth-largest exporter of

agrochemicals in 2019 when it exported pesticides worth USD 3.4 billion (9.4% of global exports). The Indian

agrochemical industry is highly reliant on import of raw materials and technical intermediates. In FY20, China

alone contributed to around 49% of India’s total pesticide imports (valued at INR 9,096 crore). The industry is

expected to grow at a CAGR of 8–10% till 2025 and will be driven by several growth levers like increasing

population, decreasing arable land, increasing demand for high-value agricultural products and increasing

efforts from the industry and the Government to promote awareness and technology penetration. Pigment Industry:

According to Expert Market Research, the Indian dyes and pigments market accounts for nearly 25% of the

global market pegged at close to USD 8 billion in 2020. The production value of the pigments industry in India

reached a volume of nearly 133.52 million tons. The industry is expected to grow at a CAGR of 11% between

2021 and 2026.

Promoters of Our Company

The Promoters of our Company are Jayantibhai Meghjibhai Patel, Ashishbhai Natawarlal Soparkar, Natwarlal

Meghjibhai Patel, Rameshbhai Meghjibhai Patel, Anandbhai Ishwarbhai Patel, Ankit Natwarlal Patel, Karana

Rameshbhai Patel and Darshan Anandbhai Patel.

For further details, see the chapter titled “Our Promoters and Promoter Group” on page 110.

Size of Issue: No Equity Shares are sold or offered pursuant to this Information Memorandum.

Objects of Issue: There are no objects of Issue except listing of 25,43,14,211 Equity Shares allotted pursuant to

Scheme.

13

Shareholding of our Promoters and Promoter Group

Set forth below are the details of the shareholding of our Promoters and members of our Promoter Group as on

date of this Information Memorandum:

Sr. No. Name of the Shareholder No. of Equity Shares

% of total paid up

equity share

capital

A Promoters

1. Jayantibhai Meghjibhai Patel 1,80,24,390 7.09

2. Ashishbhai Natawarlal Soparkar 2,54,40,396 10.00

3. Natwarlal Meghjibhai Patel 2,07,39,850 8.16

4. Rameshbhai Meghjibhai Patel 1,58,85,567 6.25

5. Anandbhai Ishwarbhai Patel 78,93,200 3.10

6. Ankit Natwarlal Patel 32,53,260 1.28

7. Karana Rameshbhai Patel 19,71,000 0.78

8. Darshan Anandbhai Patel 11,46,205 0.45

Sub-Total (A) 9,43,53,868 37.10

B Promoter Group

9. Taraben Jayantilal Patel 73,60,000 2.89

10. Patel Natubhai Meghjibhai HUF 51,72,280 2.03

11. Naynaben Anandbhai Patel 7,70,000 0.30

12. Bhartiben Natubhai Patel 20,00,000 0.79

13. Disha Kevatkumar Vanani 15,00,000 0.59

14. Kaushal Ashishbhai Soparkar 14,00,800 0.55

15. Maulik Jayantibhai Patel 15,70,000 0.62

16. Patel Rameshbhai Meghjibhai HUF 10,20,000 0.40

17. Kalpana Rameshbhai Patel 10,18,951 0.40

18. Vaishakhi Dhiren Goyal 10,91,000 0.43

19. Kantibhai Meghjibhai Patel (HUF) 7,80,000 0.31

20. Patel Jayantibhai Meghjibhai (HUF) 7,36,000 0.29

21. Kantibhai Meghjibhai Patel 7,00,000 0.28

22. Haribhai Meghjibhai Patel 4,35,011 0.17

23. Deval Ashishbhai Soparkar 4,10,710 0.16

24. Ruchi Ashishbhai Soparkar 4,15,710 0.16

25. Kruti Adesh Patel 4,07,306 0.16

26. Anand I Patel (HUF) 3,80,000 0.15

27. Ganpatbhai Meghjibhai Patel 3,50,000 0.14

28. Ishwarbhai Meghjibhai Patel 50,000 0.02

29. Popatbhai Meghjibhai Patel 2,88,438 0.11

30. Popatbhai M Patel (HUF) 2,70,000 0.11

31. Chintan Anandbhai Patel 11,54,000 0.45

32. Damini Narendra Patel 1,45,000 0.06

33. Hansaben Amrutbhai Patel 1,32,500 0.05

34. Ashishbhai N. Soparkar (HUF) 1,27,320 0.05

35. Sandhya Maulik Patel 4,54,749 0.18

36. Adesh Kumar Patel 43,082 0.02

37. Amrutbhai Shivrambhai Patel 3,400 0.00

38. Narendra Bhailalbhai Patel 1,500 0.00

39. Dhiren Madhur Goyal 21,500 0.01

40. Nayanaben Ashishbhai Soparkar 1,42,000 0.06

41.

Jagrutiben Lalitbhai Patel

(as a partner of Patel Investment & Infrastructure

Co.)

2,97,042 0.12

Sub-Total (B) 3,06,48,299 12.05 Total (A+B) 12,50,02,167 49.15

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Summary of Financial Information

Following are details as per the Consolidated Financial Statements for the Fiscals 2021 and 2020:

(₹ in lakhs)

Particulars Fiscal 2021 Fiscal 2020*

Equity Share Capital 2,543.14 2,543.14

Net Worth 117,303.12 98,636.01

Total Revenue 163,665.61 69,954.61

Profit after tax 18,647.61 14,957.43

Earnings per share (Basic) 7.33 5.88

Earnings per share (Diluted) 7.33 5.88

Net Asset Value per equity share (In ₹) 46.13 38.79

Total borrowings (as per balance sheet)

(including current maturities of long-term

borrowings)

26,193.29 26,387.13

*for the period from October 15, 2019 to March 31, 2020.

Qualifications of the Statutory Auditor:

There are no qualifications of our Statutory Auditors affecting the financial statements which have not been

given effect to in the Consolidated Financial Statements as disclosed in this Information Memorandum.

Summary of Outstanding Litigations

The summary of outstanding or pending litigations involving our Company, Directors, Promoters and

Subsidiaries, as applicable, on the date of this Information Memorandum is set out below:

Nature of Cases Number of Cases Amount (₹ lakhs)$

Litigations against our Company

Criminal proceedings 2 Not quantifiable

Tax proceedings 29 6,013.33

Others Nil Nil

Litigations by our Company

Criminal proceedings 92 591.79

Tax proceedings Nil Nil

Others Nil Nil

Litigations against our Promoters

Criminal proceedings Nil Nil

Others Nil Nil

Others Nil Nil

Litigations by our Promoters



Others Nil Nil

Litigations against our Directors



Others Nil Nil

Litigations by our Directors



Others Nil Nil

Litigations against our Subsidiaries



Others Nil Nil

Litigations by our Subsidiaries

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Nature of Cases Number of Cases Amount (₹ lakhs)$



Others Nil Nil $to the extent quantifiable

For further details, see the chapter titled “Outstanding Litigations and Material Developments” on page 214.

Risk Factors

See the section titled “Risk factors” beginning on page 17.

Summary of Contingent Liabilities

A summary of our contingent liabilities as at March 31, 2021 is as set out below:

(₹ in Lakhs)

Particulars Amount

Disputed Income Tax liability 1,131.44

Disputed Excise Duty liability 1,701.25

Disputed Service Tax liability 160.44

Disputed Sales Tax liability 87.04

Disputed liabilities towards labour and workmen compensation 57.93

Letter of credit 418.48

Total Amount 3,556.58

For further details, see the section titled “Financial Statements” beginning on page 121.

Related Party Transactions

The summary of related party transactions as per the Consolidated Financial Statements for the Fiscals 2021 and

2020 is as follows:

(₹ in Lakhs)

Particulars Fiscal 2021 Fiscal 2020

Purchase of goods 9,497.49 3,724.19

Sale of goods 657.70 426.80

Availing of services 218.74 96.90

Sitting fees 13.82 3.69

Remuneration 1,962.50 769.54

Sale of services 46.31 7.41

Sale of MEIS licenses 352.49 176.41

Dividend received on OCRPS - 1,687.36

Dividend - 1,106.05

For further details, see the section titled “Financial Statements” on page 121.

Financing Arrangements

There have been no financing arrangements whereby our Promoters, members of our Promoter Group, or our

Directors and their relatives have financed the purchase by any other person of securities of our Company, other

than in the normal course of business of the financing entity, during a period of six months immediately

preceding the date of this Information Memorandum.

Weighted Average Price of acquisition of the Equity Shares by our Promoters in the last one year

The weighted average price at which Equity Shares were acquired by our Promoters in the one year preceding

the date of this Information Memorandum is not applicable as the Equity Shares are acquired by our Promoters

pursuant to the Scheme only.

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Average Cost of Acquisition of Equity Shares

The average cost of acquisition per Equity Share for our Promoters is not applicable as the Equity Shares are

acquired by our Promoters pursuant to the Scheme only.

Size of Pre-IPO Placement: Not Applicable

Issue of Equity Shares for consideration other than cash in last one year

Our Company has not issued any Equity Shares for consideration other than cash in the one year preceding the

date of this Information Memorandum, except as set forth below:

Date of allotment No. of Equity Shares

allotted

Face value per

Equity Share

Nature of

allotment Consideration

May 20, 2021 25,43,14,211 1

Allotment

pursuant to

Scheme

Other than Cash

Split / Consolidation of Equity Shares in the last one year

In the last one year from the date of this Information Memorandum, the face value of equity shares of our

Company was sub-divided from ₹10 each to ₹ 1 each pursuant to the Scheme sanctioned by Hon’ble NCLT,

Ahmedabad Bench vide its order dated May 3, 2021.

17

SECTION III – RISK FACTORS

An investment in equity shares involves a high degree of risk. You should carefully consider all the information

in this Information Memorandum, including the risks and uncertainties described below, before making an

investment in the Equity Shares of our Company.

If any of the following risks, or other risks that are not currently known or are now deemed immaterial, actually

occur, our Company’s business, results of operations and financial condition could suffer, the price of the

Equity Shares could decline, and all or part of your investment may be lost. Unless otherwise stated, our

Company is not in a position to specify or quantify the financial or other risks mentioned herein. In order to

obtain a complete understanding of our Company and our business, prospective investors should read this

section in conjunction with “Our Business”, “Industry Overview”, “Management’s Discussion and Analysis of

Financial Condition and Results of Operations” and “Financial Statements” on pages 66, 55, 205 and 121,

respectively, as well as the other financial and statistical information contained in this Information

Memorandum.

Wherever used in this section, unless otherwise stated, the terms “we”, “us” “our” shall mean Our Company

including Agrochemical and Pigment Undertaking transferred pursuant to Scheme.

Internal Risks Factors

1. Our business, financial condition and results of operations have been and may continue to be materially

adversely affected by the COVID-19 pandemic.

In late 2019, the COVID-19 disease, commonly known as “novel coronavirus”, was first reported in

Wuhan, China. On January 30, 2020, the World Health Organization declared the COVID-19 outbreak a

“Public Health Emergency of International Concern” and on March 11, 2020 it was declared a pandemic.

Governments across the world instituted measures to control the spread of COVID-19, including

lockdowns, quarantines, shelter-in-place orders, school closings, travel restrictions, and closure of

nonessential businesses. The negative effects of the pandemic on, among other things, supply chains, global

trade, mobility of persons, business continuity and demand for goods and services have been sizable. In

order to contain the spread of COVID-19, the Government of India initially announced a 21-day lockdown

on March 24, 2020, which, after being subject to successive extensions, has been progressively relaxed.

State governments in India also announced state level lockdowns. In compliance with the lockdown orders

announced by the governments of the states where our manufacturing facilities are located, we temporarily

closed our manufacturing facilities. We gradually re-opened our manufacturing facilities in compliance

with state level directives over the months of April and May 2020 and all our manufacturing facilities were

operational by May 2020. During the period our manufacturing facilities were closed, our production was

completely halted, and we were also unable to sell our manufactured products due to movement restrictions,

due to which our sales volumes, revenues and profitability for the quarter ended June, 2020 were affected.

Further, the continuation of the COVID-19 pandemic and any consequent lockdowns substantially increases

the possibility of our suppliers invoking force-majeure clauses in their supply arrangement. There is

therefore a likelihood of disruption in supply chain, increased raw material/supply and service costs and the

consequent impact on plant production.

As of the date of this Information Memorandum the COVID-19 pandemic continues to impact the global

economy and accordingly, our business, financial condition and operations continue to be adversely

affected. In recent weeks, there has been a substantial increase in the number of COVID-19 cases in India,

leading to further movement restrictions in various parts of India. There can be no assurance that there will

not be a continued occurrence or a recurrence of an outbreak of COVID-19, or another significant global

outbreak of a severe communicable disease. While there have been progressive relaxations and calibrated

easing of lockdown measures by the Government, we cannot predict if stricter lockdowns will not be re-

introduced or extended in the future. The degree to which the COVID-19 pandemic further affects our

results of operations will depend on future developments which are highly uncertain and cannot be

predicted, including but not limited to the duration and spread of the COVID-19 pandemic, its severity, the

actions to contain the COVID-19 pandemic or treat its impact, and how quickly and to what extent normal

economic and operating conditions can resume. The COVID-19 pandemic may continue to disrupt our

operations including through lockdowns and limited operations and access to business resources, where

such disruption may impact the growth rate of our business.

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2. Our Company is party to certain litigations. Any adverse outcome in any of these proceedings may

adversely affect our results of operations and financial condition.

Our Company is involved in certain outstanding legal proceedings, which are pending at different levels of

adjudication at different forum. Brief details of such outstanding litigation are as follows:

Nature of Cases Number of Cases Amount (₹ lakhs)*

Litigations against our Company

Criminal proceedings 2 Not quantifiable

Tax proceedings 29 6,013.33

Others Nil Nil

Litigations by our Company

Criminal proceedings 92 591.79


Others Nil Nil

*to the extent quantifiable.

For further details, see chapter titled “Outstanding Litigations and Material Developments” on page 214.

We cannot assure you that these legal proceedings will be decided in favour of our Company, or that no

further liability will arise out of these proceedings. The amounts claimed in these proceedings have been

disclosed to the extent ascertainable and include amounts claimed jointly and severally. If any new

developments arise, such as change in Indian law or rulings against us by appellate courts or tribunals, we

may need to make provisions in our financial statements that could increase our expenses and current

liabilities. Further, such legal proceedings could divert management time and attention and consume

financial resources. Any adverse outcome in any of these proceedings may have an adverse effect on our

results of operations and financial condition.

3. Our Company does not own the premises at which our manufacturing facilities and registered office are

located.

Our Company does not own the premises where our manufacturing facilities and registered office are

located. For details of location of such premises, see the chapter titled “Our Business” on page 66. The

premises of our manufacturing facilities are taken on lease from GIDC and typically, the lease period is 99

years from the date of commencement of lease. The premise of registered office is taken on tenancy basis

and the tenancy is valid until terminated. In the event our Company is unable to renew such lease or tenancy

agreements and is required to vacate the aforesaid premises, we shall be required to make alternative

arrangements for premises and other infrastructure at short notice which may not be available, or which

may be available at more expensive prices. There is no assurance that our Company will be able to renew

these agreements on favourable pricing terms or at all. Any of the aforesaid may increase our operating cost

and may have material adverse effect on our business, cash flows, results of operations and financial

condition.

4. Substantial part of our revenue is generated from export business.

We derive a substantial portion of our revenues from our export business. For Fiscals 2021 and 2020,

revenue from our exports constituted about 77.81% and 81.12% respectively of our total revenues from

operations. While our revenue from exports is not necessarily from the same customers, revenue from our

exports contributes a substantial portion of our revenues.

In order to ensure increase in export business, our management constantly endeavors to increase our

clientele in the overseas market. However, there may be external factors, which may restrict our export

business. Our inability to sustain the current levels of export business may have material adverse effect on

our business, financial condition and results of operation.

5. We derive a significant portion of our revenues from our top 10 customers.

We derive a significant portion of our revenues from our Company’s top 10 customers. For Fiscals 2021

and 2020, revenue from our top 10 customers accounted for 32.79% and 30.60% respectively, of our total

revenue from operations. While our top 10 customers are not necessarily the same every year, the top 10

19

customers contribute a significant portion of our revenues.

In order to facilitate a consequent increase in our sales and to reduce the dependence on few customers, our

management constantly endeavours to increase our clientele. However, there can be no assurance that we

will be able to add new customers or retain these existing customers. Any deterioration in our relationship

with any of them would have a significant adverse impact on our business and financial condition.

6. Our Company has certain export obligations towards EPCG.

We have obtained licenses under Export Promotion Capital Goods Scheme (“EPCG”) for import of capital

goods without payment of duty and GST; and under Advance Authorisation Scheme for import of inputs

without payment of duty and / or GST. Currently, we have an export obligation towards EPCG of ₹1,399.19

Lakhs and ₹8,818.49 Lakhs under Advance Authorisation Scheme which is yet not utilized till March 31,

2021.

The export obligations imposed on us are required to be met within specified period reckoned from the

respective date of licenses, failing which our Company may be liable to pay custom duty along with the

applicable interest / penalty leviable on the same and this might have an adverse effect on our business and

results of operations.

7. We are exposed to foreign currency exchange rate fluctuations.

Our Company is exposed to foreign currency exchange rate risks primarily in relation to the export of our

products, imports of raw materials and external commercial borrowings. Revenue from our exports

constituted about 77.81% and 81.12% respectively of our total revenues from operations while imports

constituted about 22.99% and 38.09% of our total raw material consumed in the Fiscals 2021 and 2020

respectively.

Accordingly, any adverse movements in foreign exchange rates may adversely impact our financial

performance with respect to revenues, receivables, procurement costs and payables. Although we have been

entering into foreign exchange forward contracts to hedge against our foreign exchange risks, we cannot

assure that we will continue to enter into forward contracts in the future and any such lack of hedging may

expose us to foreign exchange currencies fluctuation, which may have an adverse impact on our business,

results of operations and financial conditions.

8. Our profitability is directly affected by the changes in prices of our raw materials.

Our manufacturing operations require processing of various raw materials which we procure indigenously

as well as import. The prices of these raw materials are subject to variations depending upon the market

demand and other factors. The cost of raw materials constitutes a substantial portion of our total expenses.

For Fiscals 2021 and 2020, the cost of raw materials consumed constituted 67.05% and 59.97%,

respectively of our total expenses.

Any unanticipated increase in the prices of raw materials would substantially increase our total expenses

and would adversely affect our business and results of operations. Further, our ability to pass on the

increased cost of materials may be restricted in the case of fixed-price contracts or contracts with limited

price escalation provisions.

9. We do not currently have long term contracts or exclusive supply arrangements with any of our

suppliers.

While we are not significantly dependent on any single supplier, we do not currently have long term

contracts or exclusive supply arrangements with any of our suppliers. We are dependent on adequate and

timely deliveries by our suppliers of necessary raw materials as per satisfactory levels of quality. In the

event of delay, inadequacy, default in deliveries by any of our suppliers or deterioration in the quality of

raw materials, we may not be able to obtain substitutes on an adequate and timely basis or on commercially

acceptable terms.

Furthermore, it is possible that some of our existing suppliers may choose to discontinue operations, or

offer more viable terms or enter into exclusive arrangements with our competitors. A major disruption to

20

the timely and adequate supplies of our raw materials or deterioration in the quality of raw materials could

adversely affect our business, results of operations and financial condition.

10. We have not entered into any long term or definitive agreements with our customers.

We have not entered into any long term or definitive agreements with our customers, and instead rely on

purchase orders to govern the volume, pricing and other terms of sales of our products. However, such

orders may be amended or cancelled prior to finalisation, and should such an amendment or cancellation

take place, we may be unable to seek compensation for any surplus un-purchased products that we

manufacture. Our customers do not, typically, place firm purchase orders until a short time before the

products are required from us as a result of which, we do not hold a significant order book at any time,

making it difficult for us to forecast revenue, production or sales. Consequently, there is no commitment on

the part of the customer to continue to source their requirements from us, and as a result, our sales from

period to period may fluctuate significantly as a result of changes in our customers’ vendor preferences.

Additionally, our customers have high and exacting standards for product quantity and quality as well as

delivery schedules. Any failure to meet our customers’ expectations could result in cancellation of orders.

There are also a number of factors other than our performance that are beyond our control and that could

cause the loss of a customer. Customers may demand price reductions, set-off any payment obligations,

require indemnification for themselves or their affiliates, change their outsourcing strategy by moving more

work in-house, or replace their existing products with alternative products, any of which may have an

adverse effect on our business, results of operations and financial condition.

11. We are exposed to the risk associated with the use of hazardous, poisonous and/or highly flammable

chemicals in the production and/or transportation of our products and raw materials.

Many of our raw materials such as chlorine and bromine are hazardous and poisonous to the environment.

Some of our raw materials such as ONT, hexane and isobutylene are highly flammable. Any spillage of

such raw materials or products during transportation or otherwise would result in polluting the environment.

In addition, we are susceptible to the risk of fire and/ or other accidents while dealing with/storing the

aforesaid. However, we have not experienced any such incident to date.

Each of our manufacturing facilities is insured against fire. We have taken up fire industrial all risks policy

of ₹1,21,656 lakhs. However, the occurrence of a major fire could damage our inventories and operating

premises and may disrupt our operations. In the event our insurance coverage is insufficient, our financial

performance would be adversely affected.

In case of such incidents, we may have to incur costs to remedy any damage arising from such incidents. In

addition, we may have to compensate for any loss or damage suffered by third parties as a result of such

incidents. Should these costs be significant, our financial performance and reputation may be adversely

affected.

12. We face competition in our Pigment and Agrochemical business from both domestic and international

competitors.

We operate in a highly competitive environment. Our principal products, Pigments and Agrochemicals, are

produced by a large number of other producers. Players in this market generally compete with each other on

key attributes such as technical competence, quality of products and services, pricing and track record.

Besides international Pigment and Agrochemical producers, there are competitors in India having similar

products as our Company. We compete against our competitors on our quality, technical competence,

distribution channels, logistics facilities, after sales service and customer relationships. There is no

assurance that we will continue to compete successfully in future.

Some of our competitors may be able to price their products more attractively or may be able to distribute

their products more effectively through establishing better distribution networks, or may have greater access

to capital, superior manufacturing techniques, research and development, marketing and other resources.

Our inability to remain sufficiently competitive will adversely and materially affect our business and

operating results.

21

In addition, we expect global competition in the Pigment and Agrochemical markets to increase. Should

there be any significant increase in global competition or if we are unable to cope with the changing market

conditions, our business and operating results could be adversely affected. Further, we cannot assure you

that our competitors will not develop or gain access to similar trade secrets or proprietary information

relating to our manufacturing processes and/or technical knowhow. The occurrence of any of those events

could have a material adverse effect on our ability to compete against our competitors, which would have

an adverse impact on our business and financial performance.

13. We are subject to product liability exposure. Any potential claims in relation to the quality, use, or

otherwise of our products may harm our reputation and/or have an adverse impact on our operations,

revenue and profitability.

We are exposed to potential claims in relation to the quality and use of some of our Agrochemical products.

In particular, the improper use of our Agrochemical products may result in personal injury or death. Owing

to the nature of our business, there is no assurance that product liability claims will not arise. For defending

any product liability claim, we may have to incur substantial legal costs and may also have to divert our

management's attention away from business operations. Further, any judgment/award or findings, against us

in such claim, may harm our reputation, and may have an adverse impact on our revenue and profitability.

14. Our Agrochemical business is subject to seasonality.

The agrochemical business industry is subject to seasonal and weather factors, which make its operations

relatively unpredictable. Fluctuations in the weather conditions across various regions can negatively affect

the demand for crop protection products and the mix of products used. In the event of natural calamities

such as drought, insufficient rainfall or floods, demand for our Agrochemical products may reduce and this

will adversely affect our sales and profitability.

15. We are heavily dependent on machinery for our operations and we have not entered into any technical

support service agreements for the maintenance and smooth functioning of our machineries.

Our manufacturing facilities are heavily dependent on plant and machinery. They require periodic

maintenance checks and technical support in an event of technical breakdown or malfunctioning. Any

significant malfunction or breakdown of our machineries may entail significant repair and maintenance

costs and cause delays in our operations.

While our Company has not entered into any technical support service agreements for our machineries

which are repaired / serviced in-house, our Company is able to avail technical support from external experts

and machinery suppliers locally. Any failure to quickly redress any technical issue may increase our

downtime which may affect our business, results of operations and financial condition. Further, while we

believe that we maintain necessary supplies of spare parts and maintenance related equipment, if we are

unable to procure the necessary spare parts in a timely manner, or if we are unable to repair the

malfunctioning machinery promptly, our manufacturing operations may be hampered, which could have an

adverse impact on our business, results of operations and financial condition.

16. The success of our business is largely dependent upon our senior management and key personnel and

our ability to attract and retain them could adversely affect our businesses.

Our experienced senior management, key personnel and Directors have had significant contribution to the

growth of our business, and our future success is dependent on the continued services of our senior

management team. We believe that the inputs and experience of our senior management and key personnel

are valuable for the development of business and operations and the strategic directions taken by our

Company. Our ability to sustain our growth depends, largely on our ability to attract, motivate and retain

highly skilled personnel. An increase in the rate of attrition for our experienced employees, would adversely

affect our growth strategy. We cannot assure you that we will be successful in recruiting and retaining a

sufficient number of personnel with the requisite skills to replace those senior management and key

personnel who leave. The loss of the services of such personnel and our inability to track fresh talent could

adversely affect our sales and profitability.

22

17. Our Company may be subject to industrial unrest, slowdowns and increased labour costs.

India has stringent labour legislation that protects the interests of workers, including legislation that sets

forth detailed procedures for dispute resolution and employee removal and legislation that imposes certain

financial obligations on employers during employment and upon retrenchment. Under Indian law, workers

also have a right to establish trade unions. Although we currently have no labour unions, we cannot assure

you that there will be no labour unions formed in the future.

As at March 31, 2021, our Company had approximately 1,873 full-time employees. While our Company

believes that it maintains good relationships with the employees and contractors, there can be no assurance

that we will not experience disruptions to our operations in the future due to disputes or issues with our

contractors or employees. In the event that there are labour unions formed and conflicts with the same, or if

our Company experiences unrest or slowdowns, it may become difficult for our Company to maintain

flexible labour policies, all of which may materially and adversely impact our business, results of

operations and financial condition.

18. The loss, shutdown or slowdown of operations at any of our manufacturing facilities could have a

material adverse effect on our results of operations and financial condition.

The manufacturing facilities of our Company are subject to operating risks, such as the breakdown or

failure of equipment, power supply interruptions, facility obsolescence or disrepair, labour disputes, natural

disasters and industrial accidents. The occurrence of any of these risks could affect the Company’s

operations by causing production facilities to shut down or slow down. Although the Company takes

reasonable precautions to minimize the risk of any significant operational problems at its facilities, no

assurance can be given that one or more of the factors mentioned above will not occur, which could have a

material adverse effect on the Company’s results of operations and financial condition.

Currently, we have 6 (six) well-integrated manufacturing facilities and all of them are located in Gujarat. As

a result, if there is any localized social unrest, natural disaster or breakdown of services and utilities in

Gujarat it may affect our business adversely.

19. We have certain contingent liabilities and our financial condition and profitability may be adversely

affected if any of these contingent liabilities materialize.

As of March 31, 2021, our contingent liabilities as disclosed in the notes to our Consolidated Financial

Statements aggregated to ₹ 3,556.58 Lakhs. The details of our contingent liabilities are as follows:

Contingent liabilities not provided for Amount (₹ in lakhs)

Disputed Income Tax liability 1,131.44

Disputed Excise Duty liability 1,701.25

Disputed Service Tax liability 160.44

Disputed Sales Tax liability 87.04

Disputed liabilities towards labour and workmen

compensation

57.93

Letter of credit 418.48

Total Amount 3,556.58

If a significant portion of these liabilities materialize, it may have an adverse effect on our business,

financial condition and results of operations. For more details, see “Financial Statements” on page 121.

20. We have entered into, and will continue to enter into, related party transactions.

We have in the course of our business entered into, and will continue to enter into, several transactions with

related parties. For details, see the chapter titled “Financial Statements” on page 121. We cannot assure that

we will receive similar terms in our related party transactions in the future. We cannot assure you that we

could not have achieved more favorable terms had such transactions been entered into with unrelated

parties. The transactions we have entered into and any further transactions with our related parties have

involved or could potentially involve conflicts of interest which may be detrimental to our Company. We

23

cannot assure you that such transactions, individually or in the aggregate, will not have an adverse effect on

business and financial results, including because of potential conflicts of interest or otherwise.

21. Certain of our Promoters, Directors and Key Management Personnel have interests in us other than

reimbursement of expenses incurred and normal remuneration or benefits.

Certain of our Promoters, Directors and Key Management Personnel may be regarded as having an interest

in us other than reimbursement of expenses incurred and normal remuneration or benefits. Certain our

Promoters, Directors and Key Management Personnel may be deemed to be interested to the extent of

Equity Shares held by them and their relatives, as well as to the extent of any dividends, bonuses or other

distributions on such Equity Shares. Further details, see the chapters titled “Our Management” and “Our

Promoters and Promoter Group” on page 93 and 110, respectively.

22. The borrowings availed by our Company and our Subsidiaries may be recalled by the lenders at any time.

Our Company and Subsidiaries, have, in the ordinary course of business and for operational needs,

borrowed secured and unsecured borrowings from time to time, the outstanding balance of which as on

March 31, 2021 was ₹ 26,193.29 lakhs. Some of these borrowings are repayable on demand. In case such

borrowings are recalled by the lenders, we may be required to repay in entirety such borrowings together

with accrued interest and other outstanding amounts. We may not be able to generate sufficient funds at

short notice to be able to repay such borrowings and may need to resort to refinance such borrowing at a

higher rate of interest and on terms not favourable to us. Although, during the preceding Fiscal we have not

witnessed any instances where the lenders have recalled the borrowings availed by our Company before the

maturity period or we were unable to repay or refinance borrowings availed by us, any failure to repay the

borrowings in a timely manner or refinancing of the same at a higher interest rate may adversely affect our

business, cash flows and financial condition.

23. We appoint contract labour for carrying out certain of our operations and we may be held responsible

for paying the wages of such workers, if the independent contractors through whom such workers are

hired default on their obligations, and such obligations could have an adverse effect on our results of


As of March 31, 2021, in addition to our full-time employees, we utilized 1,298 personnel who are engaged

on a contractual basis. In order to retain flexibility and control costs, our Company appoints independent

contractors who in turn engage on-site contract labour for performance of certain of our operations.

Although our Company does not engage these labourers directly, we may be held responsible for any wage

payments to be made to such labourers in the event of default by such independent contractor. Any

requirement to fund their wage requirements may have an adverse impact on our results of operations and

financial condition. While we have not experienced any business disruption due to labour unrest, strike or

cessation of work during the preceding Fiscal, we cannot assure you that we will not experience disruptions

in work due to disputes or other problems with our work force, which may adversely affect our ability to

continue our business operations. In addition, under the Contract Labour (Regulation and Abolition) Act,

1970, as amended, we may be required to absorb a number of such contract labourers as permanent

employees. Thus, any such order from a regulatory body or court may have an adverse effect on our

business, results of operations and financial condition.

24. We may not be able to implement our business strategies or sustain and manage our growth, which may

adversely affect our business, results of operations and financial condition.

In recent years, we have experienced significant growth. Our growth strategy includes expanding our

existing business and product portfolio. We cannot assure you that our growth strategies will be successful

or that we will be able to continue to expand further or diversify our product portfolio.

Our ability to sustain and manage our growth depends significantly upon our ability to manage our team,

maintaining effective risk management policies, continuing to offer products which are relevant to our

consumers, developing and maintaining our manufacturing facilities and ensuring a high standard of

product quality. Our failure to do any of the preceding could adversely affect our business, results of


24

25. We require certain approvals and licenses in the ordinary course of business and are required to comply

with certain rules and regulations to operate our business, and are subject to restrictions specified under

those licenses, registrations and approvals.

We require several statutory and regulatory permits, licenses and approvals to operate our business. Many

of these approvals are granted for fixed periods of time and need renewal from time to time. For further

details, see the chapter titled “Government and Other Statutory Approvals” on page 219. Non-renewal of

the said permits and licenses would adversely affect our business and results of operations. There can be no

assurance that the relevant authorities will issue any of such permits or approvals in the time-frame

anticipated by us or at all. Further, some of our permits, licenses and approvals are subject to several

conditions and we cannot provide any assurance that we will be able to continuously meet such conditions

or be able to prove compliance with such conditions to the statutory authorities, which may lead to the

cancellation, revocation or suspension of relevant permits, licenses or approvals.

26. Compliance with, and changes in, environmental, health and safety laws and regulations or stringent

enforcement of existing environmental, health and safety laws and regulations may result in increased

liabilities and increased capital expenditures which may adversely affect our cash flows, business, results

of operations and financial condition.

Our operations are subject to environmental, health and safety and other regulatory and/ or statutory

requirements in the jurisdictions in which we operate. Our operations may generate pollutants and waste,

some of which may be hazardous. We are accordingly subject to various national, state, municipal and local

laws and regulations concerning environmental protection in India, including laws addressing the discharge

of pollutants into the air and water, the management and disposal of any hazardous substances, and wastes

and the clean-up of contaminated sites. We cannot assure you that compliance with such laws and

regulations will not result in a material increase in our costs or otherwise have an adverse effect on our

financial condition, cash flows and results of operations. Further, manufacturing activities in India are also

subject to various health and safety laws and regulations as well as laws and regulations governing their

relationship with their respective employees in areas such as minimum wages, maximum working hours,

overtime, working conditions, hiring and terminating employees and work permits. Accidents, in particular

fatalities, may have an adverse impact on our reputation and may result in fines and/or investigations by

public authorities as well as litigation from injured workers or their dependents.

Non-compliance with these laws and regulations, which among other things, limit or prohibit emissions or

spills of toxic substances produced in connection with our operations, could expose us to civil penalties,

criminal actions and revocation of key business licenses. Environmental laws and regulations in India are

becoming more stringent, and the scope and extent of new environmental regulations, including their effect

on our operations, cannot be predicted with any certainty. In case of any change in environmental or

pollution regulations, we may be required to invest in, among other things, environmental monitoring,

pollution control equipment, and emissions management. As a consequence of unanticipated regulatory or

other developments, future environmental and regulatory related expenditures may vary substantially from

those currently anticipated. We cannot assure you that our costs of complying with current and future

environmental laws and other regulations will not adversely affect our business, results of operations or

financial condition.

27. We are subject to restrictive covenants under our financing agreements that could limit our flexibility in

managing our business or to use cash or other assets.

Our Company has entered into various facility agreements with our lenders for the credit facilities availed

by us. As on March 31, 2021, we had total outstanding borrowings of ₹ 26,193.29 lakhs. Our financing

agreements include certain covenants, inter-alia, the requirement that we obtain consent from or intimate

our respective lenders prior to carrying out certain activities and entering into certain transactions including,

among others, effecting any change in our Company’s capital structure, carrying out or entering into any

amalgamation, consolidation, demerger, merger, restructuring, reorganization, corporate reconstruction by

our Company, amending our Company’s memorandum of association or articles of association and

investing by way of share capital or lending or advancing funds to or placing deposits with any other

concerns except in normal course of our business. These restrictions may limit our flexibility in responding

to business opportunities, competitive developments and adverse economic or industry conditions.

Further, a breach of any of the covenants, or a failure to pay interest or indebtedness when due, under this

25

or any of our other financing arrangements, could result in a variety of adverse consequences, including the

termination of one or more of our credit facilities, levy of penal interest, the enforcement of any security

provided, acceleration of all amounts due under such facilities, right to appoint nominee on our Board and

cross-defaults under certain of our other financing agreements, any of which may adversely affect our

business, results of operations and financial condition.

28. Our insurance coverage may not be sufficient or adequate to protect us against all material hazards,

which may adversely affect our business, results of operations and financial condition.

Our operations are subject to hazards inherent in chemical manufacturing facilities. Our principal types of

coverage include industrial all risk policy, burglary policy, public liability policy, commercial general

liability insurance and group insurance. We could be held liable for accidents that occur at our

manufacturing facilities or otherwise arising out of our operations. In the event of personal injuries, fires or

other accidents suffered by our employees or other people, we could face claims alleging that we were

negligent, provided inadequate supervision or be otherwise liable for the injuries. While we believe that the

insurance coverage which we maintain would be reasonably adequate to cover the normal risks associated

with the operation of our business, to the extent that we suffer loss or damage, for which we have not

obtained or maintained insurance, or which is not covered by insurance, which exceeds our insurance

coverage or where our insurance claims are rejected, the loss would have to be borne by us and our results

of operations and financial condition could be adversely affected. In addition, our insurance coverage

expires from time to time and we may not be able to renew our policies in a timely manner, or at acceptable

cost.

29. Some of our trademarks have not been registered. If we are not able to obtain registrations in respect of

trade mark applications filed by us, we may not be able to obtain statutory protections available under the

Trade Marks Act, 1999, as otherwise available for registered marks.

We have filed applications for our trademarks and these applications are pending with the relevant

authorities. For further details, see the chapter titled "Government and Other Statutory Approvals” on page

219. Further there is no assurance that our trademark applications will be approved by the relevant

authorities. In addition, our applications for the registration for these trademarks may be opposed by third

parties. In the event we are not able to obtain registrations in respect of trade mark applications filed by us

we may not be able to obtain statutory protections available under the Trade Marks Act, 1999, as otherwise

available for registered marks.

30. Our Company's research and development activities may not necessarily result in the launch of

commercially viable products.

Research and development in the agrochemical industry are expensive, prolonged and entails considerable

uncertainty. To increase our market share, we undertake research and development of new manufacturing

processes for off patent pesticides. There can be no assurance that our expenditure on research and

development activities will yield positive results of commercial value and it is possible that no

commercially viable products may be launched. In addition, research undertaken by competitors may lead

to the launch of improved products, which may affect the sales of our Company's new products.

31. We are dependent on third party transportation providers for the supply of raw materials and delivery of

our products.

As a manufacturing business, our success depends on the smooth supply and transportation of the various

raw materials required for our plants and of our products from our plants to our customers, both of which

are subject to various uncertainties and risks. We use third party transportation providers for the supply of

most of our raw materials and delivery of our products to domestic and overseas customers. Transportation

strikes have had in the past, and could again have in the future, an adverse effect on supplies and deliveries

to and from our customers and suppliers. In addition, raw materials and products maybe lost or damaged in

transit for various reasons including occurrence of accidents or natural disasters. There may also be delay in

delivery of raw materials and products which may also affect our business and results of operation

negatively. Failure to maintain a continuous supply of raw materials or to deliver our products to our

customers in an efficient and reliable manner could have a material and adverse effect on our business,

financial condition and results of operations.

26

32. Significant disruptions of our information technology systems and/or infrastructure or breaches of our

data security could adversely affect our business.

A significant invasion, interruption, destruction or breakdown of our information technology systems and/or

infrastructure by persons with authorized or unauthorized access could negatively impact our business and

operations. In the ordinary course of our business, we collect and store sensitive data in our data centers and

on our networks, including intellectual property, proprietary business information (both ours and that of our

customers, suppliers and business partners) and personally identifiable information of our employees. We

could also experience business interruption, information theft, legal claims and liability, regulatory

penalties and/or reputational damage from cyber-attacks, which may compromise our systems and lead to

data leakage either internally or at our third party providers. Our systems may be the target of malware and

other cyber-attacks. Although we have not encountered any significant disruptions or breaches that have

had a material impact on the Group’s financial condition and/or operations and have invested in measures to

reduce these risks we cannot guarantee that these measures will be successful in preventing compromise

and/or disruption of our information technology systems and/or infrastructure and related data. In addition,

we may be subject to claims as a result of any theft or misuse of personal information of customers stored

on our systems, all of which could adversely affect our results of operations and financial condition.

33. Our Promoter and members of our Promoter Group have significant influence over our operations,

which enable them to influence the outcome of matters submitted to shareholders for approval and may

take positions with which the other shareholders do not agree.

As on the date of this Information Memorandum, our Promoters and Promoter Group hold 49.15 % of the

total voting rights of our Company. By virtue of their shareholding and voting rights, they will have the

ability to exercise significant influence and control over our business including matters relating to any sale

of all or substantially all of our assets, the timing and distribution of dividends and the election, termination

or appointment of our officers and directors, the adoption of and amendments to our Memorandum and

Articles of Association. This control could delay, defer, or prevent a change in control in our Company,

impede a merger, consolidation, takeover or other business combination involving our Company, or

discourage potential acquirers from making an offer or otherwise attempting to obtain control over our

Company, even if it is in our Company’s best interest. Our Promoters may also influence our material

policies in a matter that could conflict with the interests of other shareholders.

34. Our ability to pay dividends in the future will depend upon our earnings, financial condition, cash flows

and capital requirements.

Our ability to pay dividends depends on our earnings, financial condition, cash flows, capital requirements,

applicable Indian legal restrictions and other factors. We may decide to retain all of our earnings to finance

the development and expansion of our business and, therefore, may not declare dividends on our Equity

Shares. We may, in the future, be restricted by the terms of our loan agreements, from making any dividend

payments, unless otherwise agreed upon by our lenders. We cannot assure you that we will be able to pay

dividends in the future. For further details on our dividend policy, see “Dividend Policy” on page 120.

35. There may be certain uncertainties in the integration of the Pigment and Agrochemical Undertaking

with our Company.

Pursuant to the Scheme, the Agrochemical and Pigment Undertaking of erstwhile Meghmani Organics

Limited have been transferred to and vested into our Company from the Effective Date and the integration

of the same is currently in progress. While post the Effective Date, all the employees including experienced

personnel in the Agrochemical and Pigment Undertaking have been transferred to our Company, our

Company may be unable to effectively integrate the Agrochemical and Pigment Undertaking, and

efficiently operate the consequent business, thereby adversely impacting the results of the Company’s

operations and profitability of the business. Further, all the properties, approvals, intellectual property rights

and contracts of the Agrochemical and Pigment Undertaking of erstwhile Meghmani Organics Limited are

required to be transferred to and mutated in the name of our Company in the records of governmental and

other authorities. Inability to effect all such transfers and mutation in a timely manner may materially

impact the ability of our Company to carry on and undertake business operations, in compliance with

applicable laws.

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36. Industry information included in this Information Memorandum has been derived from a publicly

available information.

We have not independently verified data obtained from industry publications and other external sources

referred to in this Information Memorandum and therefore, while we believe them to be accurate, complete

and reliable, we cannot assure you that they are accurate, complete or reliable. Such data may also be

produced on different bases. Therefore, discussions of matters relating to India, its economy, the pigment

and agrochemical industry, are subject to the caveat that the statistical and other data upon which such

discussions are based may be inaccurate, incomplete or unreliable. Industry publications generally state that

the information contained in those publications has been obtained from sources believed to be reliable but

their accuracy, adequacy or completeness and underlying assumptions are not guaranteed and their

reliability cannot be assured. Industry and government sources and publications are also prepared on the

basis of information as of specific dates and may no longer be current or reflect current trends. Industry and

government sources and publications may also base their information on estimates, forecasts and

assumptions that may prove to be incorrect.

37. Certain of our Promoter Group entities and group companies may have conflict of interest as they are

engaged in the similar line of business and may compete with us.

Certain of our Promoter Group entities and group companies are engaged in the similar line of business /

industry in which our Company operates. As a result, conflicts of interest may arise in allocating or

addressing business opportunities and strategies among our Company and our Promoter Group entities and

group companies in circumstances where our interests differ from theirs. There can be no assurance that

such Promoter Group entities or group companies will not compete with our existing business or any future

business that we may undertake, or that their interests will not conflict with ours. Further, there is no non-

compete agreement with any such Promoter Group entities or group companies. Further, our Promoters /

few of our Directors are also promoter / director of our Promoter Group entities and/or group companies.

As a result, conflicts of interests may arise in allocating business opportunities among our Company and

our Promoter Group entities and group companies in circumstances where our respective interests diverge.

In cases of conflict, our Promoters / Directors may favour other Promoter Group entities and group

companies in which our Promoters / Directors have interests. There can be no assurance that our Promoter

Group entities or our group companies will not compete with our existing business or any future business

that we may undertake or that their interest will not conflict with ours.

EXTERNAL RISK FACTORS

38. We are dependent on the political, economic, regulatory and social conditions in the countries in which

we operate and in which we intend to expand our business.

We sell our products to customers from more than 75 countries across all continents. As a result, our

business and future growth is dependent on the political, economic, regulatory and social conditions of

these countries. Any change in the policies implemented by the governments of any of these countries

which result in currency and interest rate fluctuations, capital restrictions, and changes in duties and tax that

are detrimental to our business could adversely affect our operations, financial performance and future

growth.

In addition, our Agrochemical products are regulated products and require prior registration with the

relevant governing authorities in each country before they are allowed to be sold. We need to comply with

specific qualitative standards (such as the amount of purities and impurities present in our Agrochemicals

products) and permitted toxicity levels set by the local and overseas authorities in order to obtain the

necessary product registration before we manufacture and distribute our Agrochemical products. There is

no assurance that we will be able to obtain the necessary product registration for our new Agrochemical

products or for our existing Agrochemical products in new markets. Further, any changes in such

qualitative standards and permitted toxicity levels could result in the prohibition of the sale of our products,

a loss in our product registration status, or higher costs being incurred for compliance with the new

registration requirements or failure to obtain registration for our new Agrochemical products or in new

markets. The occurrence of any of these events will have an adverse impact on our business.

28

39. There is no guarantee that the Equity Shares issued pursuant to the Scheme will be listed on the Stock

Exchanges in a timely manner or at all and any trading closures at the Stock Exchange may adversely

affect the trading price of our Equity Shares.

In accordance with the Scheme, the Equity Shares of our Company shall be listed and admitted to trading

on NSE and BSE. However, such listing and admission for trading is not automatic and will be subject to

relaxation under Rule 19(2)(b) of the SCRR being granted by SEBI and compliance with the requirements

of SEBI Circular and fulfilment of listing criteria by our Company as specified by NSE and BSE for such

listing and also subject to such other terms and conditions as may be prescribed by NSE and BSE at the

time of the application for listing by our Company. There could be a failure or delay in listing the Equity

Shares on the Stock Exchanges. Any failure or delay in obtaining the approval would restrict investors’

ability to dispose of their Equity Shares. Further, a closure of, or trading stoppage on the Stock Exchanges

could adversely affect the trading price of the Equity Shares.

40. After the listing, the Equity Shares may experience price and volume fluctuations, and an active trading

market for the Equity Shares may not develop. Further, the price of the Equity Shares may be volatile,

and you may be unable to resell the Equity Shares.

Since the Equity Shares have not been previously traded, their market value is uncertain. An active trading

market on the Stock Exchanges may not develop or be sustained after the listing of our Equity Shares.

Listing and quotation does not guarantee that a market for the Equity Shares will develop, or if developed,

the liquidity of such market for the Equity Shares. The market price of the Equity Shares may be subject to

significant fluctuations in response to, among other factors, variations in our operating results of our

Company, market conditions specific to the industry we operate in, developments relating to India,

volatility in securities markets in jurisdictions other than India, variations in the growth rate of financial

indicators, variations in revenue or earnings estimates by research publications, and changes in economic,

legal and other regulatory factors.

41. Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP,

U.S. GAAP and IFRS, which may be material to the financial statements prepared and presented in

accordance with Ind AS contained in this Information Memorandum.

The financial information included in this Information Memorandum are prepared and presented in

conformity with Ind AS (as applicable) and no attempt has been made to reconcile any of the information

given in this Information Memorandum to any other principles or to base it on any other standards. Ind AS

differs from accounting principles and auditing standards with which prospective investors may be familiar

in other countries, such as U.S. GAAP and IFRS.

Significant differences exist between Ind AS and Indian GAAP and U.S. GAAP and IFRS, which may be

material to the financial information prepared and presented in accordance with Ind AS contained in this

Information Memorandum. Accordingly, the degree to which the financial information included in this

Information Memorandum will provide meaningful information is dependent on familiarity with Ind AS.

Any reliance by persons not familiar with Ind AS on the financial disclosures presented in this Information

Memorandum should accordingly be limited. We have not attempted to explain those differences or

quantify their impact on the financial data included herein, and we urge you to consult your own advisors

regarding such differences and their impact on our financial data.

42. Any downgrading of India’s sovereign rating by an independent agency may harm our ability to raise

financing.

Any adverse revisions to India’s credit ratings for domestic and international debt by international rating

agencies may adversely impact our ability to raise additional financing, and the interest rates and other

commercial terms at which such additional financing may be available. This could have an adverse effect

on our business and future financial performance, our ability to obtain financing for capital expenditures

and the trading price of our Equity Shares.

29

43. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse

effect on the value of our Equity Shares, independent of our operating results.

On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in

respect of our Equity Shares will also be paid in Indian Rupees and subsequently converted into the relevant

foreign currency for repatriation, if required. Any adverse movement in currency exchange rates during the

time that it takes to undertake such conversion may reduce the net dividend to foreign investors. In addition,

any adverse movement in currency exchange rates during a delay in repatriating outside India the proceeds

from a sale of Equity Shares, for example, because of a delay in regulatory approvals that may be required

for the sale of Equity Shares may reduce the proceeds received by Equity Shareholders. For example, the

exchange rate between the Rupee and the U.S. dollar has fluctuated in recent years and may continue to

fluctuate substantially in the future, which may have an adverse effect on the returns on our Equity Shares,

independent of our operating results.

44. Rights of shareholders under Indian laws may differ to those under the laws of other jurisdictions.

Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and

shareholders’ rights may differ from those that would apply to a company in another jurisdiction.

Shareholders’ rights including in relation to class actions, under Indian law may not be similar to the

shareholders’ rights under the laws of other countries or jurisdictions.

45. Any future issuance of the Equity Shares, or convertible securities by our Company may dilute your

future shareholding and sales of the Equity Shares by our Promoters or other major shareholders of our

Company may adversely affect the trading price of the Equity Shares

Any future issuance of the Equity Shares, or convertible securities by our Company, including through

exercise of employee stock options may lead to dilution of your shareholding in our Company, adversely

affect the trading price of the Equity Shares and our ability to raise capital through an issue of our

securities. Further, any future sales of the Equity Shares by our Promoters and members of Promoter Group,

or other major shareholders of our Company may adversely affect the trading price of the Equity Shares.

46. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity

shares of an Indian company are generally taxable in India. As per Finance Act, 2018, long term capital

gains exceeding ₹1 Lakh arising from sale of equity shares on or after April 1, 2018 is taxable.

Accordingly, you may be subject to payment of long-term capital gains tax in India, in addition to payment

of STT, on the sale of any Equity Shares held for more than 12 months. STT will be levied on and collected

by a domestic stock exchange on which the Equity Shares are sold.

Further, any gain realized on the sale of listed equity shares held for a period of 12 months or less will be

subject to short-term capital gains tax in India. Capital gains arising from the sale of the Equity Shares may

be partially or completely exempt from taxation in India in cases where such exemption is provided under a

treaty between India and the country of which the seller is a resident. Generally, Indian tax treaties do not

limit India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable for

tax in India as well as in their own jurisdiction on gains made upon the sale of the Equity Shares.

47. Natural calamities could have a negative impact on the Indian economy and cause our Company’s

business to suffer.

India has experienced natural calamities such as earthquakes, tsunami, floods etc. in recent years. The

extent and severity of these natural disasters determine their impact on the Indian economy. Prolonged

spells of abnormal rainfall or other natural calamities could have a negative impact on the Indian economy,

which could adversely affect our business, prospects, financial condition and results of operations as well as

the price of the Equity Shares.

30

48. Terrorist attacks, civil unrests and other acts of violence or war involving India or other countries could

adversely affect the financial markets, our business, financial condition and the price of our Equity

Shares.

Any major hostilities involving India or other acts of violence, including civil unrest or similar events that

are beyond our control, could have a material adverse effect on India’s economy and our business. Incidents

such as the terrorist attacks, other incidents such as those in US, Indonesia, Madrid and London, and other

acts of violence may adversely affect the Indian stock markets where our Equity Shares will trade as well

the global equity markets generally. Such acts could negatively impact business sentiment as well as trade

between countries, which could adversely affect our Company’s business and profitability. Additionally,

such events could have a material adverse effect on the market for securities of Indian companies, including

the Equity Shares.

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SECTION IV – INTRODUCTION

SUMMARY OF FINANCIAL STATEMENTS

Particulars Page No.

Summary of Consolidated Financial Statements 32 to 35

[The remainder of this page has intentionally been left blank]

36

GENERAL INFORMATION

Our Company was originally incorporated as “Meghmani Organochem Limited” on October 15, 2019 under the

Companies Act, 2013 in the state of Gujarat vide Certificate of Incorporation issued by the Central Registration

Centre, Registrar of Companies on behalf of the Registrar of Companies, Gujarat (“RoC”). Our Company filed

declaration of commencement of business with the RoC on December 31, 2019. The name of our Company

changed to “Meghmani Organics Limited” pursuant to certificate of incorporation consequent upon change of

name dated August 03, 2021 received from the RoC. The Corporate Identity Number of our Company is

U24299GJ2019PLC110321. For further details on change of the name and the registered office of our

Company, see the chapter titled “History and Certain Other Corporate Matters” beginning on page 84.

Registered & Corporate Office of our Company

Meghmani Organics Limited

(Formerly known as Meghmani Organochem Limited)

1st to 3rd Floor, Near Raj Bunglow, Near Safal Profitaire, Prahlad Nagar,

Satellite, Ahmedabad – 380015, Gujarat, India.

Telephone: 91-79-71761000;

Website: www.meghmani.com

Registrar of Companies

Registrar of Companies, Gujarat

ROC Bhavan, Vijaynagar, Naranpura,

Ahmedabad -380 013, Gujarat.

Website: www.mca.gov.in

Board of Directors of Our Company

The following table sets out details regarding our Board as on the date of this Information Memorandum:

Sr.

No. Name of Director Designation DIN Address

1. Jayantibhai Meghjibhai

Patel Executive Chairman 00027224

359, Lane No. 18, Satyagrah Chhavni

Society, Satellite Road, Ahmedabad-

380015, Gujarat, India

2. Ashishbhai Natawarlal

Soparkar Managing Director 00027480

13/246, Satyagrah Chhavni Society,

Satellite Road, Ahmadabad City,

Ahmadabad – 380 015, Gujarat, India

3. Natwarlal Meghjibhai

Patel Managing Director 00027540

6-B, Ashok Vatika No. 1, Opp. Ekta

Farm, Ambli Bopal Road, Bodakdev,

Ahmedabad – 380 058, Gujarat, India

4. Rameshbhai

Meghjibhai Patel Executive Director 00027637

54, Shreenath Park, B/H Manek Baug

Society, Ambawadi, Ahmedabad –

380 015, Gujarat, India

5. Anandbhai Ishwarbhai

Patel Executive Director 00027836

Bunglow No-6, Shivalik Green, Dev

Kutir-3, Behind Santur Bunglow,

Ambli Bopal, Ambli, Ahmedabad-

380 058, Gujarat, India

6. Manubhai Khodidas

Patel Independent Director 00132045

141, Chittvan Bunglows, Bopal, Gala

Club Road, Ahmedabad – 380 058,

Gujarat, India

7. Urvashi Dhirubhai

Shah Independent Director 07007362

26, Akashneem Bunglows, Vastrapur

Road, Nehru Foundation, Vastrapur,

Bodakdev, Ahmedabad – 380 054,

Gujarat, India

8. Palakodeti

Venkatramana Bhaskar

Rao

Independent Director 08058946 235, Arcadia Road, #03-02,Singapore,

289843

9. Ching Seng Liew Independent Director 08065615 15, Toh Crescent, Singapore, 507923


http://www.mca.gov.in/

37

Sr.

No. Name of Director Designation DIN Address

10. Prof. (Dr.) Ganapathi

Dadasaheb Yadav Independent Director 02235661

Flat No - 1201, A Wing, Plot No-

11,12,13, Palm Springs CHSL, Near

Peer Sayyad Badshah Udyan, Sector -

7, Airoli, Navi Mumbai, Thane -

400708, Maharashtra, India

For further details of our Board of Directors, see the chapter titled “Our Management” beginning on page 93.

Chief Executive Officer

Ankit Natwarlal Patel



Telephone: +91-79-7176100;


Chief Financial Officer

Gurjant Singh Chahal



Telephone: +91-79-7176100;


Company Secretary & Compliance Officer

Jayesh Patel



Telephone: +91-79-7176100;


Statutory Auditor

S R B C & Co LLP,

21st Floor, B Wing, Privilon,

Ambli BRT Road, Behind Isckon Temple,

Off. S.G. Highway, Ahmedabad – 380059, Gujarat, India;

Telephone: +91-79-66083900;


Peer Review No.: 012054

Firm Registration No.: 324982E / E300003

Registrar and Share Transfer Agent

Link Intime India Private Limited

5th Floor, 506-508, Amarchand Business Centre -1 (ABC-1),

Beside Gala Business Centre, Near St. Xavier’s College Corner,

Off C G Road, Ellisbridge, Ahmedabad –380006, Gujarat, India.

Tel: +91-79-26465186/87 Fax: +91-79-06465179

Website: www.linkintime.co.in


Contact Person: Nilesh Dalwadi

SEBI Registration Number: INR000004058





http://www.linkintime.co.in/


38

Bankers to the Company

ICICI Bank Limited

JMC House, Opposite Parimal Gardens,

Ambawadi, Ahmedabad-380006, Gujarat, India

Tel: +91- 9825924645

Website:www.icicibank.com

Contact Person: Mr. Nayan Bhatia

E-mail: [email protected]

DBS Bank India Limited

19th Floor, Express Towers, Nariman Point,

Mumbai – 400021, Maharashtra, India

Tel.: +91- 9820609264

Website: www.dbs.com

Contact Person: Mr. Neil Francis


HDFC Bank Limited

Corporate Banking, 3rd Floor HDFC Bank House,

Opp Jain Dersar, Navrangpura,

Ahmedabad-380009, Gujarat, India

Tel: +91- 9979876051

Website:www.hdfcbank.com

Contact Person: Mr. Kuldip Singh Chauhan


Axis Bank Limited

Corporate Banking Branch, 2nd Floor, Third Eye

One, Near Panchvati Crossing, C G Road,

Ahmedabad – 380009, Gujarat, India

Tel: +91- 9727922722

Website - www.axisbank.com

Contact Person - Mr. Vishrut Bavishi


State Bank of India

Overseas Branch, 1st Floor, ISKCON Elegance,

Near Shapath V, Prahlad Nagar Cross Roads

Ahmedabad - 380015, Gujarat, India

Tel: +91- 7600041562

Website:www.onlinesbi.com

Contact Person: Mr. Prasanta Kumar


State Bank of India

29 Hoveniersstraat,

2018 Antwerp,

Belgium.

Tel: +32477075044

Website:www.onlinesbi.com

Contact Person: Mr. Anup Kumar


Authority for Listing

The Hon’ble National Company Law Tribunal, Ahmedabad Bench has, vide an order dated May 03, 2021

approved the Composite Scheme of Arrangement between Meghmani Organics Limited (the “Demerged

Company” or “Transferor Company” or “MOL 1”), Meghmani Organochem Limited (the “Resulting

Company” or “MOL 2”) and Meghmani Finechem Limited (the“Transferee Company” or “MFL”) and their

respective shareholders and creditors under Sections 230 to 232 read with Section 66 and other applicable

provisions of the Companies Act, 2013 and other applicable laws. The Composite Scheme of Arrangement,

inter alia, provides for a) Demerger of Agrochemical and Pigment Undertaking (as defined in the Scheme) from

Meghmani Organics Limited into Meghmani Organochem Limited, b) Change of terms of Optionally

Convertible and Redeemable Preference Shares (“OCRPS”) issued by Meghmani Finechem Limited and c)

Amalgamation of Remaining Business Undertaking (as defined in the Scheme) of Meghmani Organics Limited

with Meghmani Finechem Limited and various other matters consequential or otherwise integrally connected

therewith. For more details relating to the Composite Scheme of Arrangement, see "History and Certain Other

Corporate Matters" on page 84. In accordance with the said Scheme, the Equity Shares of our Company shall be

listed and admitted to trading on NSE and BSE. Such listing and admission for trading is not automatic and will

be subject to relaxation under Rule 19(2)(b) of the SCRR being granted by SEBI and compliance with the

requirements of SEBI Circular and fulfilment of listing criteria by our Company as specified by NSE and BSE

for such listing and also subject to such other terms and conditions as may be prescribed by NSE and BSE at the

time of the application for listing by our Company. Observations letters from NSE and BSE in relation to the

Composite Scheme of Arrangement were granted vide their letters each dated September 4, 2020.

Eligibility Criteria

There being no initial public offering or rights issue, the eligibility criteria in terms of Chapter II and Chapter III

of the SEBI ICDR Regulations are not applicable. SEBI has, vide its Circular No. CFD/DIL3/CIR/2017/21

dated March 10, 2017 and Circular No. CFD/DIL3/CIR/2018/2 dated January 3, 2018 (the “SEBI Circular”)

subject to certain conditions, permitted unlisted issuer companies to make an application for relaxation from the

strict enforcement of Rule 19(2)(b) of SCRR.

http://www.icicibank.com/


http://www.dbs.com/


http://www.hdfcbank.com/


http://www.axisbank.com/


http://www.onlinesbi.com/


http://www.onlinesbi.com/


39

Our Company has submitted this Information Memorandum, containing information about our Company,

making disclosures in line with the disclosure requirement for public issues, as applicable to NSE and BSE. It

shall be made available to the public through the respective websites of the Stock Exchanges i.e.,

www.nseindia.com and www.bseindia.com and through our website on www.meghmani.com. Our Company

will publish an advertisement in the newspapers containing its details as per the SEBI Circular with the details

required in terms of Annexure A Part III (A) para 2 sub – clause 5 of the SEBI Circular.

Prohibition by SEBI

The Company, its Promoters, its Directors and members of the Promoter Group have not been prohibited from

accessing the capital market under any order or directions passed by SEBI.

General Disclaimer from Company

Our Company accepts no responsibility for any statement made otherwise than in this Information

Memorandum or in the advertisement to be published in terms of the SEBI Circular, or any other material issued

by or at the instance of Company and anyone placing reliance on any other source of information would be

doing so at his or her own risk. All information shall be made available by Company to the public and investors

at large and no selective or additional information would be available for a section of the investors in any

manner.

Listing

The Company has nominated NSE as Designated Stock Exchange for the aforesaid listing of the Equity Shares.

The Company has received in-principle approvals from NSE on June 29, 2021 and BSE on August 02, 2021 and

has received approval from SEBI under Rule 19(2)(b) of the SCRR on July 30, 2021.

Changes in auditors

There has been no change in statutory auditors of our Company since its incorporation.




40

CAPITAL STRUCTURE

The capital structure of our Company as on the date of this Information Memorandum is set forth below:

(₹ in Lakhs, except share data)

Particulars Aggregate value at

Nominal Value

A Pre-Scheme

I Authorised Share Capital

50,000 Equity Shares of ₹ 10 each 5.00

II Issued, Subscribed and Paid-up Share Capital

50,000 Equity Shares of ₹ 10 each 5.00

B Post-Scheme

I Authorised Share Capital

37,00,00,000 Equity Shares of ₹ 1 each 3,700.00

II Issued, Subscribed and Paid-up Share Capital

25,43,14,211 Equity Shares of ₹ 1 each 2,543.14

NOTES TO CAPITAL STRUCTURE

1. DETAILS OF CHANGES IN AUTHORISED SHARE CAPITAL OF OUR COMPANY SINCE

INCORPORATION:

Our Company was incorporated with an authorized share capital of ₹5,00,000 divided into 50,000 Equity

Shares of ₹10 each and the details of changes in the authorized share capital of our Company post

incorporation are set forth below:

Sr.

No.

Date of

Shareholders’

approval

AGM/EGM/

Postal Ballot Particulars of Change

1 May 3, 2021 Pursuant to

Scheme

Sub-division of share capital from ₹5,00,000 divided into

50,000 Equity Shares of ₹10 each to ₹5,00,000 divided into

5,00,000 Equity Shares of ₹1 each

2 May 3, 2021 Pursuant to

Scheme

Increase in authorized share capital from ₹5,00,000 divided

into 5,00,000 Equity Shares of ₹1 each to ₹11,50,00,000

divided into 11,50,00,000 Equity Shares of ₹1 each

3 May 7, 2021 EGM

Increase in authorized share capital from ₹11,50,00,000

divided into 11,50,00,000 Equity Shares of ₹1 each to

₹37,00,00,000 divided into 37,00,00,000 Equity Shares of ₹1

each.

2. HISTORY OF SHARE CAPITAL OF OUR COMPANY

a) The details of existing equity share capital of our Company

Date of

Allotme

nt

No. of

Equity

Shares

Allotted

Face

Value

(in ₹

Per

Share)

Issue

Price

(in ₹

Per

Share)

Mode of

Allotment

Form

of

Consid

eration

Cumulative

No. of

Shares

Cumulative

paid up

capital

(in ₹)

October

15, 2019 50,000 10 10

Subscription

to MOA(1) Cash 50,000 5,00,000

May 3,

2021 (50,000) - -

Cancellation

of share - - -

41

Date of

Allotme

nt

No. of

Equity

Shares

Allotted

Face

Value

(in ₹

Per

Share)

Issue

Price

(in ₹

Per

Share)

Mode of

Allotment

Form

of

Consid

eration

Cumulative

No. of

Shares

Cumulative

paid up

capital

(in ₹)

capital

pursuant to

the Scheme

May 20,

2021 25,43,14,211 1 1

Allotment of

Shares

pursuant to

the Scheme(2)

Other

than

cash

25,43,14,211 25,43,14,211

(1) Allotment of 49,994 Equity Shares to erstwhile Meghmani Organics Limited and 1 Equity Share each to

Jayantibhai Meghjibhai Patel, Ashishbhai Natawarlal Soparkar, Rameshbhai Meghjibhai Patel,

Natwarlal Meghjibhai Patel, Anandbhai Ishwarbhai Patel and Karana Rameshbhai Patel as nominees of

erstwhile Meghmani Organics Limited. (2) Allotment of 25,43,14,211 Equity Shares to the equity shareholders of erstwhile Meghmani Organics

Limited as on the Record Date, i.e., May 19, 2021 in the ratio of 1:1 in accordance with the Scheme.

b) Issue of Shares for consideration other than cash

The details of Equity Shares issued by our Company for consideration other than cash are set forth

hereunder:

Date of

the

allotment

No. of

shares

Allotted

Issue

Price

(in ₹

Per

Share)

Reasons for

allotment

Persons to whom

the allotment

were made

Benefits accruing to

our Company

May 20,

2021 25,43,14,211 1

Pursuant to the

Scheme

Equity

shareholders of

erstwhile

Meghmani

Organics Limited

as on the Record

Date, i.e., May 19,

2021 in the ratio

of 1:1

Transfer of the

Agrochemical and

Pigment Undertaking as

defined under the

Scheme

c) Since incorporation, our Company has not issued any shares –

- as bonus shares out of revaluation reserves;

- under any employee stock option scheme or employee stock purchase scheme.

d) Except as disclosed under para (b) above, our Company has not issued any shares in terms of any scheme

approved sections 230-234 of the Companies Act, 2013

3. THE DETAILS OF SHAREHOLDING OF OUR PROMOTERS AND PROMOTER GROUP OF

OUR COMPANY:

a) History of share capital held by our Promoters:

As on the date of this Information Memorandum, total shareholding of our Promoters is 9,43,53,868 Equity

Shares constituting 37.10% of the paid-up equity share capital of our Company. The built-up of

shareholding of our Promoters is set forth hereunder:

42

Name of

Promoters

Date of

Allotment

Number of

Equity

Shares

Allotted

Face

Value

Per

Equity

Share

(in ₹)

Issue

Price Per

Equity

Share

(in ₹ )

Nature of

Transaction

% of total

paid up

capital

Jayantibhai

Meghjibhai

Patel

May 20, 2021 1,80,24,390 1 1 Pursuant to

the Scheme 7.09

Ashishbhai

Natawarlal

Soparkar

May 20, 2021 2,54,40,396 1 1 Pursuant to

the Scheme 10.00

Natwarlal

Meghjibhai

Patel

May 20, 2021 2,07,39,850 1 1 Pursuant to

the Scheme 8.16

Rameshbhai

Meghjibhai

Patel

May 20, 2021 1,58,85,567 1 1 Pursuant to

the Scheme 6.25

Anandbhai

Ishwarbhai

Patel

May 20, 2021 78,93,200 1 1 Pursuant to

the Scheme 3.10

Ankit

Natubhai

Patel

May 20, 2021 32,53,260 1 1 Pursuant to

the Scheme 1.28

Karana

Rameshbhai

Patel

May 20, 2021 19,71,000 1 1 Pursuant to

the Scheme 0.78

Darshan

Anandbhai

Patel

May 20, 2021 11,46,205 1 1 Pursuant to

the Scheme 0.45

Total 9,43,53,868 37.10

All the Equity Shares held by our Promoters were made fully paid up on the date of allotment of such

Equity Shares.

b) Details of Pledged Shares and Lock-in

As on the date of this Information Memorandum, except for 10,500 Equity Shares representing 0.004% of

total equity share capital of the Company held by members of our Promoter Group, none of the Equity

Shares held by our Promoters or the Promoter Group are pledged or otherwise encumbered.

The shareholding pattern of our Company is exactly similar to shareholding pattern of the erstwhile

Meghmani Organics Limited, the Demerged Company and accordingly, in accordance with paragraph

(III)(A)(3) of Annexure I of the SEBI Circular, the shareholding of our Promoters, Promoter Group and

other shareholders of our Company is exempt from the requirement of lock-in.

c) The details of shareholding of Promoter Group and transaction(s) during preceding six months

1) Aggregate shareholding of our Promoters and Promoter Group:

The details of Equity Shares held by our Promoters and Promoter Group as on the date of this

Information Memorandum are set forth hereunder:


% of total

paid up

equity share

capital

A Promoters


43


% of total

paid up

equity share

capital





6. Ankit Natubhai Patel 32,53,260 1.28

7. Karana Rameshbhai Patel 19,71,000 0.78

8. Darshan Anandbhai Patel 11,46,205 0.45

Sub-Total (A) 9,43,53,868 37.10

B Promoter Group



11. Naynaben Anandbhai Patel 7,70,000 0.30

12. Bhartiben Natubhai Patel 20,00,000 0.79

13. Disha Kevatkumar Vanani 15,00,000 0.59

14. Kaushal Ashishbhai Soparkar 14,00,800 0.55

15. Maulik Jayantibhai Patel 15,70,000 0.62

16. Patel Rameshbhai Meghjibhai HUF 10,20,000 0.40

17. Kalpana Rameshbhai Patel 10,18,951 0.40

18. Vaishakhi Dhiren Goyal 10,91,000 0.43

19. Kantibhai Meghjibhai Patel (HUF) 7,80,000 0.31

20. Patel Jayantibhai Meghjibhai (HUF) 7,36,000 0.29

21. Kantibhai Meghjibhai Patel 7,00,000 0.28

22. Haribhai Meghjibhai Patel 4,35,011 0.17

23. Deval Ashishbhai Soparkar 4,10,710 0.16

24. Ruchi Ashishbhai Soparkar 4,15,710 0.16

25. Kruti Adesh Patel 4,07,306 0.16

26. Anand I Patel (HUF) 3,80,000 0.15

27. Ganpatbhai Meghjibhai Patel 3,50,000 0.14

28. Ishwarbhai Meghjibhai Patel 50,000 0.02

29. Popatbhai Meghjibhai Patel 2,88,438 0.11

30. Popatbhai M Patel (HUF) 2,70,000 0.11

31. Chintan Anandbhai Patel 11,54,000 0.45

32. Damini Narendra Patel 1,45,000 0.06

33. Hansaben Amrutbhai Patel 1,32,500 0.05

34. Ashishbhai N. Soparkar (HUF) 1,27,320 0.05

35. Sandhya Maulik Patel 4,54,749 0.18

36. Adesh Kumar Patel 43,082 0.02

37. Amrutbhai Shivrambhai Patel 3,400 0.00

38. Narendra Bhailalbhai Patel 1,500 0.00

39. Dhiren Madhur Goyal 21,500 0.01

40. Nayanaben Ashishbhai Soparkar 1,42,000 0.06

41.

Jagrutiben Lalitbhai Patel

(as a partner of Patel Investment & Infrastructure

Co.)

2,97,042 0.12

Sub-Total (B) 3,06,48,299 12.05 Total (A+B) 12,50,02,167 49.15

2) Transaction(s) by Promoter Group and/or by directors of our Company and their immediate

relatives during six months preceding the date of this Information Memorandum:

Except for acquisition of Equity Shares pursuant to the Scheme as disclosed above, no Equity Shares

have been bought or sold during six months preceding the date of this Information Memorandum by

Promoter Group and/or by Directors of our Company and their immediate relatives.

44

3) There are no financing arrangements whereby the Promoters, Promoter Group, the Directors of our

Company and their relatives have financed the purchase by any other person of securities of our

Company other than in the normal course of the business of the financing entity during the period of 6

(six) months immediately preceding the date of filing of this Information Memorandum.

4. THE DETAILS OF MAJOR SHAREHOLDERS OF OUR COMPANY

a) Major Shareholders holding 1% or more of the equity share capital of our Company as the date of

this Information Memorandum and 10 days before the date of this Information Memorandum:

Sr.

No. Name of Shareholders No. of Shares held

% of total equity

share capital





5. DBS Nominees (Private) Limited 1,12,85,390 4.44




9. Vls Finance Ltd 50,00,000 1.97

10. Ankit Natubhai Patel 32,53,260 1.28

11. Gadia Naveen Vishwanath 32,05,000 1.26

Total 12,32,59,333 48.47

b) Major Shareholders holding 1% or more of the equity share capital of our Company as on a date one

year before the date of this Information Memorandum:

Sr. No. Name of Shareholders No. of Equity

Shares held

% of then

total equity

share capital

1 Erstwhile Meghmani Organics Limited 49,994 99.99

2 Jayantibhai Meghjibhai Patel* 1 0.00

3 Ashishbhai Natawarlal Soparkar* 1 0.00

4 Natwarlal Meghjibhai Patel* 1 0.00

5 Rameshbhai Meghjibhai Patel* 1 0.00

6 Anandbhai Ishwarbhai Patel* 1 0.00

7 Karana Rameshbhai Patel* 1 0.00

Total 50,000 100.00

*as nominees of erstwhile Meghmani Organics Limited

c) Major Shareholders holding 1% or more of the equity share capital of our Company as on a date two

years before the date of this Information Memorandum:

Our Company was incorporated on October 15, 2019 and accordingly, details of shareholders of as on a

date two years before the date of this Information Memorandum is not applicable.

45

5. PRE-SCHEME SHAREHOLDING PATTERN OF OUR COMPANY

Categor

y

Category

of

shareholde

r

Nu

mbe

r of

shar

ehol

ders

No. of fully

paid up equity

shares held

No.

of

Par

tly

pai

d-

up

equ

ity

sha

res

hel

d

No. of shares

underlying

Depository

Receipts

Total nos.

shares held

Sharehol

ding as a

% of total

no. of

shares

(calculate

d as per

SCRR,

1957)

Number of Voting Rights held in each class of

securities No. of

Shares

Underly

ing

Outstan

ding

converti

ble

securitie

s

(includi

ng

Warran

t)

Sharehol

ding, as a

%

assuming

full

conversio

n of

convertibl

e

securities

(as a

percentag

e of

diluted

share

capital)

Number

of

Locked

in

shares

Number of Shares

pledged or otherwise

encumbered

Number of

equity shares

held in

dematerialised

form

No of Voting Rights

Total as a

% of

(A+B+C)

No. (a)

As a % of

total

Shares held

(b)

Class eg:

Equity

Shares

Cla

ss

eg:

Ot

her

s

Total

(I) (II) (III) (IV) (V) (VI) (VII) =

(IV)+(V)+ (VI)

(VIII)As a

% of

(A+B+C2)

(IX) (X)

(XI)=

(VII)+(X)

As a % of

(A+B+C2)

(XII) (XIII) (XIV)

(A)

Promoter

&

Promoter

Group

7 50,000 - - 50,000 100.00 50,000 - 50,000 100.00 - 100.00 - - - 0.00

(B) Public - - - - - - - - - - - - - - - -

(C)

Non

Promoter

- Non

Public

- - - - - - - - - - - - - - - -

(C1)

Shares

Underlyin

g DRs

- - - - - - - - - - - - - - - -

(C2)

Shares

Held by

Employee

Trust

- - - - - - - - - - - - - - - -

Total 7 50,000 - - 50,000 100.00 50,000 - 50,000 100.00 - 100.00 - - - 0.00

46

6. POST-SCHEME SHAREHOLDING PATTERN OF OUR COMPANY

The Post Scheme shareholding pattern of our Company as on the date of this Information Memorandum is set forth below:

Categor

y

Category

of

shareholde

r

Nu

mbe

r of

shar

ehol

ders

No. of fully

paid up equity

shares held

No.

of

Par

tly

pai

d-

up

equ

ity

sha

res

hel

d

No. of shares

underlying

Depository

Receipts

Total nos.

shares held

Sharehol

ding as a

% of total

no. of

shares

(calculate

d as per

SCRR,

1957)

Number of Voting Rights held in each class of

securities No. of

Shares

Underly

ing

Outstan

ding

converti

ble

securitie

s

(includi

ng

Warran

t)

Sharehol

ding, as a

%

assuming

full

conversio

n of

convertibl

e

securities

(as a

percentag

e of

diluted

share

capital)

Num

ber

of

Lock

ed in

share

s

Number of Shares

pledged or otherwise

encumbered

Number of

equity shares

held in

dematerialised

form

No of Voting Rights

Total as a

% of

(A+B+C)

No. (a)

As a % of

total

Shares held

(b)

Class eg:

Equity

Shares

Cla

ss

eg:

Ot

her

s

Total

(I) (II) (III) (IV) (V) (VI) (VII) =

(IV)+(V)+ (VI)

(VIII)As a

% of

(A+B+C2)

(IX) (X)

(XI)=

(VII)+(X)

As a % of

(A+B+C2)

(XII) (XIII) (XIV)

(A)

Promoter

&

Promoter

Group

41 12,50,02,167 - - 12,50,02,167 51.44 12,50,02,167 - 12,50,02,167 49.15 - 51.44 - 10,500 0.00 12,50,02,167

(B) Public 116

491 11,80,26,654 - - 11,80,26,654 48.56 11,80,26,654 - 11,80,26,654 46.41 - 48.56 - - - 11,80,26,654

(C)

Non

Promoter

- Non

Public

1 - - 1,12,85,390 1,12,85,390 0.00 1,12,85,390 - 1,12,85,390 4.44 - 0.00 - - - 1,12,85,390

(C1)

Shares

Underlyin

g DRs

1 - - 1,12,85,390 1,12,85,390 0.00 1,12,85,390 - 1,12,85,390 4.44 - 0.00 - - - 1,12,85,390

(C2)

Shares

Held by

Employee

Trust

- - - - - - - - - - - - - - - -

Total 116

533 24,30,28,821 - 1,12,85,390 25,43,14,211 100.00 25,43,14,211 - 25,43,14,211 100.00 - 100.00 - 10,500 0.00 25,43,14,211

47

7. Our Company, our Directors and our Promoters have not entered into any buy-back and/or standby and/or

similar arrangements for the purchase of Equity Shares from any person.

8. All the Equity Shares of our Company are fully paid up as on the date of this Information Memorandum.

9. As on the date of this Information Memorandum, our Company has 1,16,533 shareholders.

10. Our Company does not have any employee stock option or employee stock purchase scheme.

11. Our Company reserves the right, subject to applicable law and requisite approvals, to alter its capital structure at

any time, including after the date of this Information Memorandum. Such alteration may be in any permissible

manner, including by way of split or consolidation of the denomination of Equity Shares, or by way of any

mode of further issue of securities (including issue of securities convertible into or exchangeable directly or

indirectly for Equity Shares).

12. As on the date of this Information Memorandum, there are no outstanding warrants, options or rights to convert

debentures, loans or other instruments which would entitle our Promoters or any shareholders or any other

person any option to acquire our Equity Shares at a future date.

13. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law.

48

OBJECTS AND RATIONALE OF THE SCHEME

The text of the Rationale as provided in the Composite Scheme of Arrangement is reproduced below:

i. The proposed restructuring would create enhanced value for shareholders through potential unlocking of value

through listing of both businesses on NSE and BSE (i.e. “Agrochemical & Pigment” and “Chloro-Alkali and its

derivatives”);

ii. The restructuring would allow focused strategy and specialization of sustained growth, which would be in the

best interest of stakeholders and the person connected with aforesaid companies;

iii. Since the both the business are having separate growth trajectories, the proposed re-structuring would enable

both the businesses to pursue their growth opportunities and offer investment opportunities to potential

investors;

iv. The proposed re-structuring would enable MOL 1 to delist its SDS’s listed on SGX-ST;

v. The proposed re-structuring would provide opportunity to shareholders MOL 1 to directly participate in Chloro-

Alkali and its Derivative Business;

vi. The proposed re-structuring would enable investors to hold investments in the businesses with different

investment characteristics, which best suits their investment strategies and risk profiles;

vii. The proposed re-structuring would enable management to have a Greater/ Enhanced focus of the management

on the Chloro-Alkali and its Derivatives Business for exploiting opportunities.

For further details of the Scheme, see the chapter titled “History and Certain Other Corporate Matters” on page 84.

Approvals with respect to the Scheme

The Scheme was approved by Board of Directors of respective companies at their meetings held on January 29,

2020. Observations letters from NSE and BSE in relation to the Scheme were granted vide their letters each dated

September 4, 2020. The Scheme was approved by shareholders and creditors at their meetings held on January 28,

2021. Further, Hon’ble NCLT has, vide an order dated May 03, 2021, sanctioned the Scheme.

In accordance with the said Scheme, the Equity Shares of our Company shall be listed and admitted to trading on

NSE and BSE. Such listing and admission for trading is not automatic and will be subject to SEBI granting

relaxation under Rule 19(2)(b) of the SCRR and compliance with the requirements of SEBI Circular and fulfilment

of listing criteria by our Company as specified by NSE and BSE for such listing and also subject to such other terms

and conditions as may be prescribed by NSE and BSE at the time of the application for listing by our Company.

49

STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS

To,

The Board of Directors

Meghmani Organochem Limited

Meghmani House, Behind Safal Profitaire,

Corporate Road, Near Auda Garden,

Prahlad Nagar, Ahmedabad–380 015,

Gujarat, India.

Dear Sir / Madam,

Re: Proposed listing of Equity Shares of ₹1 each of Meghmani Organochem Limited (“the Company”)

pursuant to the Composite Scheme of Arrangement being approved by National Company Law Tribunal,

Ahmedabad Bench vide its order dated May 3, 2021 (“Scheme”) and upon the Scheme becoming effective

from Appointed Date i.e. April 1, 2020.

1. We hereby report that the accompanying Statement of Possible Special Tax Benefits (hereinafter referred to as

“the Statement”) prepared by the Company, states the possible special tax benefits available to the Company,

and its shareholders under the Income tax Act, 1961 read with Income tax Rules, circulars, notifications issued

thereunder and as amended by the Finance Act, 2021 applicable for the Financial Year 2021-22 relevant to the

Assessment Year 2022-23 (hereinafter referred to as the “Income Tax Regulations”), the Central Goods and

Services Tax Act, 2017, Integrated Goods and Services Tax Act, 2017, respective State Goods and Services Tax

Act, 2017, Customs Act, 1962, Customs Tariff Act, 1975, the Foreign Trade (Development and Regulation)

Act, 1992 (read with Foreign Trade Policy 2015-20), Special Economic Zone Act, 2005, including the relevant

rules, notifications and circulars issued there under (collectively referred as “Indirect Tax Regulations”) in

connection with the Proposed Listing of Equity Shares, which we have initialed for identification purposes

presently in force in India.

Management’s Responsibility

2. The preparation of this Statement as of the date of our report which is to be included in the Draft Information

Memorandum / Information Memorandum is the responsibility of the management of the Company.

3. The Management’s responsibility includes designing, implementing, and maintaining internal control relevant

to the preparation and presentation of the Statement, and applying an appropriate basis of preparation; and

making estimates that are reasonable in the circumstances. The Management is also responsible for identifying

and ensuring that the Company complies with the laws and regulations applicable to its activities.

Our Responsibility

4. Our work has been carried out in accordance with Standards on Auditing, the ‘Guidance Note on Reports or

Certificates for Special Purposes (Revised 2016)’ and other applicable authoritative pronouncements by the

Institute of Chartered Accountants of India.

5. Pursuant to the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations 2018, as amended (the ‘ICDR Regulations’), it is our responsibility to report whether the Statement

prepared by the Company, upon the Scheme becoming effective, presents, in all material respects, the possible

special tax benefits available to the Company and its shareholders, in accordance with the Income Tax

Regulations and Indirect Tax Regulations as at the date of our report.

6. It is imperative to note that we have relied upon a representation from the Management of the Company that the

Company does not have any material subsidiary.

50

7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1,

Quality Control for Firms that Performs Audits and Reviews of Historical Financial information and Other

Assurance and Related Services Engagements.

8. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance

with the ICDR Regulations in connection with the Proposed Listing of Equity Shares.

Inherent Limitations

9. We draw attention to the fact that the Statement includes certain inherent limitations that can influence the

reliability of the information.

Several of the benefits mentioned in the accompanying statement are dependent on the Company or its

shareholders fulfilling the conditions prescribed under the relevant provisions of the tax laws. Hence, the ability

of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which

may or may not be fulfilled. The benefits discussed in the accompanying statement are not exhaustive.

The Statement is only intended to provide general information to the shareholders and is neither designed nor

intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences

and the changing tax laws, each shareholder is advised to consult his or her own tax consultant with respect to

the specific tax implications arising out of their participation in the Scheme.

Further, we give no assurance that the Revenue Authorities / Courts will concur with our views expressed

herein. Our views are based on the existing provisions of law and its interpretation, which are subject to change

from time to time. We do not assume responsibility to update the views consequent to such changes.

10. We do not express any opinion or provide any assurance whether:

(i) The Company or the shareholders of the Company will continue to obtain these benefits in future;

(ii) The conditions prescribed for availing the benefits have been/would be met;

(iii) The revenue authorities/courts will concur with the views expressed herein.

Opinion

11. In our opinion, the Statement prepared by the Company presents, in all material respects, the possible special

tax benefits available, upon the Scheme becoming effective, to the Company and its shareholders, under the

Income Tax Regulations and Indirect Tax Regulations as at the date of our report.

Restriction on Use

12. This report has been issued solely at the request of the Company in connection with the Proposed Listing of

Equity Shares by the Company and this report or its content thereof may accordingly be used in the

corresponding document for the purpose of submission to the Stock Exchanges or any other regulatory or

statutory authority in relation to the Proposed Listing of Equity Shares. This report shall not be used, referred to

or distributed for any other purpose or to any other party without our written permission.

Limitation

13. Our views expressed herein are based on the facts and assumptions indicated to us. No assurance is given that

the revenue authorities/ courts will concur with the views expressed herein. Our views are based on the existing

provisions of the tax laws and its interpretation, which are subject to change from time to time. We do not

assume responsibility to update the views consequent to such changes. We shall not be liable to the Company

for any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this

assignment, as finally judicially determined to have resulted primarily from bad faith or intentional misconduct.

We will not be liable to the Company and any other person in respect of this Statement, except as per applicable

law.

51

FOR C N K KHANDWALA & ASSOCIATES

CHARTERED ACCOUNTANTS

FRN 107647W

(M. M. KHANDWALA)

PLACE: AHMEDABAD PARTNER

DATE: 08TH JUNE, 2021 M. NO. 032472

UDIN: 21032472AAAACD4367

52

STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO MEGHMANI

ORGANOCHEM LIMITED (THE “COMPANY”) AND ITS SHAREHOLDERS

Outlined below are the possible special tax benefits available to the Company and its shareholders in a summary

manner only and is not a complete analysis or listing of all potential tax benefits, under the Income Tax Regulations

and Indirect Tax Regulations as on the date of the report. These possible special tax benefits are dependent on the

Company or its shareholders fulfilling the conditions prescribed under the Income Tax Regulations and Indirect Tax

Regulations. Hence, the ability of the Company and the shareholders of the Company to derive the direct and

indirect tax benefits is dependent upon their fulfilling such conditions, which is based on business imperatives the

Company may face in the future and accordingly, the Company and the shareholders of the Company may or may

not choose to fulfill. Further, certain tax benefits may be optional and it would be at the discretion of the Company

or the shareholders of the Company to exercise the option by fulfilling the conditions prescribed under the Income

Tax Regulations and Indirect Tax Regulations. The following overview is not exhaustive or comprehensive and is

not intended to be a substitute for professional advice. Shareholders are advised to consult their own tax consultant

with respect to the tax implications of an investment in the shares particularly in view of the fact that certain recently

enacted legislation may not have a direct legal precedent or may have a different interpretation on the benefits,

which a shareholder can avail.

The tax benefits stated below are as per the Income Tax Regulations and Indirect Tax Regulations.

1. Income Tax Regulations :

A. Possible special tax benefits available to the Company under the Income Tax Regulations

• The Company has opted for the beneficial tax rate of 22% (plus applicable surcharge and cess) as provided

under Section 115BAA of the Act, subject to the condition that going forward it shall not claim the

deductions as specified in Section 115BAA (2) of the Act and shall compute total income as per the

provisions of Section 115BAA (2) of the Act. Proviso to Section 115BAA (5) provides that once the

Company opts for paying tax as per Section 115BAA of the Act, such option cannot be subsequently

withdrawn for the same or any other Previous Year.

Further, the provisions of Section 115JB i.e. MAT provisions shall not apply to the Company on exercise

of the option under section 115BAA, as specified under sub-section (5A) of Section 115JB of the Act.

• With respect to a resident corporate shareholder, a new section 80M is inserted in the Finance Act, 2020

w.e.f. 1 April 2021, which provides that where the gross total income of a domestic company in any

previous year includes any income by way of dividends from any other domestic company or a foreign

company or a business trust, there shall, in accordance with and subject to the provisions of this section, be

allowed in computing the total income of such domestic company, a deduction of an amount equal to so

much of the amount of income by way of dividends received from such other domestic company or foreign

company or business trust as does not exceed the amount of dividend distributed by it on or before the due

date. The “due date” means the date one month prior to the date for furnishing the return of income under

sub-section (1) of section 139.

• As per Section 80JJAA, where the gross total income of an assessee to whom section 44AB applies,

includes any profits and gains derived from business, subject to the conditions specified in sub-section (2)

of that section, is allowed a deduction of an amount equal to thirty per cent of additional employee cost

incurred in the course of such business in the previous year, for three assessment years including the

assessment year relevant to the previous year in which such employment is provided.

B. Possible special tax benefits available to the shareholders of the Company under the Income Tax

Regulations

• There are no special tax benefits available to the shareholders of the Company under the Income Tax

Regulations. However, the non-resident shareholders can offer the dividend income to tax under the

53

beneficial provisions of the Double Taxation Avoidance Agreement, if any. Further, the non-resident

shareholders would be eligible to claim the foreign tax credit, based on the local laws of the country of

which the shareholder is the resident.

Notes:

1. The Statement sets out only the special tax benefits available to the company and the shareholders under the

current Income Tax Act, 1961 i.e. the Act as amended by the Finance Act, 2021 applicable for Financial year

2021-22 relevant to the Assessment year 2022-23, presently in force in India.

2. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our

views are based on the existing provisions of law and its interpretation, which are subject to changes from time

to time. We do not assume responsibility to update the views consequent to such changes. We shall not be liable

to any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this

assignment, as finally judicially determined to have resulted primarily from bad faith or intentional misconduct.

We will not be liable to any other person in respect of this statement.

3. The Statement covers only certain special tax benefits under the Act, read with the relevant rules, circulars and

notifications and does not cover any benefit under any other law in force in India. This statement also does not

discuss any tax consequences, in the country outside India, of an investment in the shares of an Indian company.

4. The above statement of special tax benefits is as per the current direct tax laws relevant for the assessment year

2022-23. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions

prescribed under the relevant provisions of the Tax Laws.

5. In respect of non-residents, the tax rates and consequent taxation will be further subject to any benefits available

under the relevant double tax avoidance agreements, if any, between India and the country in which such non-

resident is a tax resident.

6. The Statement is intended only to provide general information to the investors and is neither designed nor

intended to be a substitute for professional tax advice. In view of the individual nature of tax consequences,

each shareholder is advised to consult his/her own tax advisor with respect to specific tax consequences of

his/her investment in the shares of the Company.

7. The statement does not discuss any tax consequences in the country outside India of an investment in the

Shares. The subscribers of the Shares in the country other than India are urged to consult their own professional

advisers regarding possible income-tax consequences that apply to them.

8. The Statement has been prepared on the basis that the shares of the Company are listed on a recognized stock

exchange in India and the Company will be issuing shares pursuant to the Scheme.

9. The Statement is prepared on the basis of information available with the Management of the Company and there

is no assurance that:

i. the Company or its shareholders will continue to obtain these benefits in future;

ii. the conditions prescribed for availing the benefits have been/ would be met with; and

iii. the revenue authorities/courts will concur with the view expressed herein.

10. The above views are based on the existing provisions of law and its interpretation, which are subject to change

from time to time.

2. Indirect Tax Regulations :

A. Possible special tax benefits available to the Company under the Indirect Tax Regulations

• The special tax benefits available to the Company under Indirect Tax Regulations are duty exemptions,

drawbacks and concessions as per section 26 of the Special Economic Zones (SEZ) Act, 2005 as regard to

54

exemption from any duty of customs, under the Customs Act, 1962 or the Customs Tariff Act, 1975 or any

other law for time being in force for goods imported into, or service provided in, a SEZ or a unit and on

goods exported from or services provided from, a SEZ or a unit. The drawbacks or other benefits may be

admissible from time to time on goods brought and services provided from DTA into a SEZ or unit or

services provided in a SEZ or unit by service providers located outside india to carry on authorized

operations.

• Further as per section 21(2) of the Gujarat Special Economic Zone Act, 2004 unit is also eligible for

exemption from payment of sales tax and other taxes from purchase of goods and services from unit in

Domestic Tariff Area.

• Further as per the section 16 of Integrated Goods and Service Tax Act, 2017 any supply of goods or

services or both made to a Special Economic Zone (SEZ) or unit will be considered to be a zero rated

supply and duty exemption is available for supply made to SEZ under bond or LUT without payment of tax

or refund of taxes paid is eligible for supply under payment of IGST tax under GST.

B. Possible special tax benefits available to the shareholders of the Company under the Indirect Tax

Regulations

• The shareholders of the Company are not entitled to any special tax benefits under Indirect Tax

Regulations.

Notes:

1. The Statement sets out only the special tax benefits available to the Company and its shareholders under the

Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017 and applicable

State Goods and Services Tax Act, 2017 (“GST Acts”), the Customs Act, 1962 (“Customs Act”) and the

Customs Tariff Act, 1975 (“Tariff Act”), as amended by the Finance Act 2021, the Foreign Trade (Development

and Regulation) Act, 1992 (read with Foreign Trade Policy 2015-20), Special Economic Zone Act, 2005,

including the relevant rules, notifications and circulars issued there under applicable for the Financial Year 2021-

22 (unless otherwise specified), presently in force in India.

2. The Statement is only intended to provide general information to the shareholders and is neither designed nor

intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences,

the changing tax laws, each shareholder is advised to consult his or her own tax consultant with respect to the

specific tax implications arising out of their participation in the Scheme.

3. These comments are based upon the provisions of the specified indirect tax laws, and judicial interpretation

thereof prevailing in the country, as on the date of this Annexure.

4. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views

are based on the existing provisions of law and its interpretation, which are subject to changes from time to time.

We do not assume responsibility to update the views consequent to such changes.

Yours faithfully,

For and on behalf of Meghmani Organochem Limited

Sd/-

G S Chahal

(Chief Financial Officer)

Place: Ahmedabad

Date: June 8, 2021

55

SECTION V – ABOUT OUR COMPANY

INDUSTRY OVERVIEW

The information presented in this chapter has been obtained from various publicly available sources, including

industry websites and publicly available industry reports. Industry websites and publications generally state that the

information contained therein has been obtained from sources believed to be reliable, but their accuracy,

completeness, and underlying assumptions are not guaranteed, and their reliability cannot be assured.

Accordingly, none of our Company or any person associated with our Company, has independently verified this

information or takes any responsibility for the data, projections, forecasts, conclusions, or any other information

contained in this section. Industry sources and publications are also prepared on information as on specific dates

and may no longer be current or reflect market trends. Accordingly, you should not place undue reliance on, or base

any investment decisions on, this information.

Global Macroeconomic Overview

High uncertainty surrounds the global economic outlook, primarily related to the path of the pandemic. The

contraction of activity in 2020 was unprecedented. After an estimated contraction of –3.3 percent in 2020, the global

economy is projected to grow at 6 percent in 2021, moderating to 4.4 percent in 2022. The contraction for 2020 is

smaller than projected in the October 2020 World Economic Outlook (WEO), reflecting the higher-than-expected

growth outturns in the second half of the year for most regions after lockdowns were eased and as economies

adapted to new ways of working. Global growth is expected to moderate to 3.3 percent over the medium term—

reflecting projected damage to supply potential and forces that predate the pandemic, including aging-related slower

labour force growth in advanced economies and some emerging market economies. However, emerging market

economies and low-income developing countries have been hit harder and are expected to suffer more significant

medium-term losses.

Overview of the World Economic Outlook Projections

In advanced economies, the United States is projected to return to end-of-2019 activity levels in the first half of

2021 and Japan in the second half. In the euro area and the United Kingdom, activity is expected to remain below

end-of-2019 levels into 2022. The advanced economies are projected to grow at 5.1% in 2021, led by euro zone,

United Kingdom and United States and 3.6% in 2022. For the Emerging and Developing Asia regional group,

projections for 2021 have been revised upwards, reflecting a stronger recovery than initially expected after

lockdowns were eased in some large countries (for example, India). However, still high COVID-19 caseloads in

some large countries in 2020:Q1 (such as Indonesia and Malaysia) put a lid on growth prospects.

56

Source: IMF World Economic Outlook, April 2021

Macroeconomic Overview of India

India’s real GDP which contracted by 8% in 2019-20. As per the IMF World Economic Outlook, April 2021, India

is set to grow at 12.5% in 2021. India’s real GDP at current prices stood at Rs. 195.86 lakh crore (US$ 2.71 trillion)

in FY21, as per the second advance estimates (SAE) for 2020-21 (Source: IBEF). However, with the onset /

reoccurrence of COVID-19 pandemic, its intensity, spread and duration will now majorly determine whether India is

able to realize its projected GDP growth.

After registering a growth of 1.6 per cent in December 2020, industrial production moved into the negative territory

by contracting 0.9 per cent in January 2021 and 3.6 per cent in February 2021. The sequential deterioration in

February 2021 relative to January 2021 was broad-based across sectors with YoY contraction in manufacturing and

mining at 3.7 per cent and 5.5 per cent respectively. The eight core sector output rose to a 32-month high of 6.8 per

cent in March 2021 chiefly on account of a negative base of - 8.5 per cent in March 2020 due to the onset of the

pandemic. For FY 2020-21, the core sector contracted by 7 per cent compared with a subdued pace of 0.4 per cent in

FY 2019-20. The adverse impact of reoccurrence of COVID-19 has started to severely halt the growth momentum.

(Source: Monthly Economic Review, Department of Economic Affairs, April 2021)

The average CPI inflation in FY 2020-21 recorded an uptick to 6.2 per cent from 4.8 per cent in FY 2019-20, mainly

on account of increase in food inflation, overshooting the Monetary Policy Committee’s (MPC’s) medium-term

target band of 2-6 per cent. The average WPI inflation eased to 1.2 per cent in FY 2020-21 from 1.7 per cent in FY

2019- 20. During the month of March 2021, WPI inflation increased to a 103 month high of 7.39 per cent as

compared to 4.17 per cent in February 2021 on account of increase in inflation of all major groups, viz, Primary

articles, Fuel & power and Manufactured products. (Source: Monthly Economic Review, Department of Economic

Affairs, April 2021)

The Budget Estimate of fiscal deficit for 2021-22 has been set at 6.8% of GDP down from the revised estimate of

9.5% in 2020-21 (Source: https://prsindia.org/).

57

Future Outlook

According to the IMF, in the next two years, India is expected to emerge as the fastest-growing economy. India is

expected to be the third largest consumer economy as its consumption may triple to US$ 4 trillion by 2025, owing to

shift in consumer behavior and expenditure pattern. It is estimated to surpass USA to become the second largest

economy in terms of purchasing power parity (PPP) by 2040 (Source: IBEF).

Overview of Agrochemical Industry

Agrochemicals are specially engineered chemical products for use in agriculture in order to enhance crop

productivity and protect the crops from pests, insects, weeds, fungi, and others. It play an important role in the

agriculture industry, assisting farmers in enhancing their crop quality as well as quantity.

The global agrochemicals market, based on type can be mainly categorised into fertilizers and pesticides. Fertilizers

are expected to dominate the agrochemicals market. The major nutrients present in the fertilizers are categorized into

macronutrients (N, K, and P that are essential for the growth of the plant) and micronutrients (which are required by

plants in small amounts).

Pesticides can be broadly classified into five types:

1. Insecticides: Insecticides provide protection to the crops from the insects by either killing them or by

preventing their attack. They help in controlling the pest population below a desired threshold level. They can

be further classified based on their mode of action:

• Contact insecticides: These kill insects on direct contact and leave no residual activity, hence causing

minimal environmental damage.

• Systemic insecticides: These are absorbed by the plant tissues and destroy insects when they feed on the

plant. These are usually associated with long term residual activity.

Tropical climatic conditions and a high production of paddy, cotton, sugarcane and other cereals in India has

catalysed the consumption of insecticides.

2. Fungicides: Fungi are the most widespread cause of crop loss. Fungicides are used to control disease attacks on

crops and are used to protect the crops from the attack of fungi. There are of two types – protectants and

eradicates. Protectants prevent or inhibit fungal growth and eradicates kill the pests on application. This in turn

improves productivity, reduces blemishes on crop (thus enhancing market value of the crop) and improves

storage life and quality of harvested crop. Fungicides find application in fruits, vegetables and rice.

The key growth drivers for fungicides have been a shift in agriculture from cash crops to fruits and vegetables

and the government support for exports of fruits and vegetables.

3. Herbicides: Herbicides also called as weedicides are used to kill undesirable plants. Their main competition is

cheap labour which is employed to manually pullout weeds. Sales are seasonal, owing to the fact that weeds

flourish in damp, warm weather and die in cold spells. Herbicides can be of two types - selective and non-

selective. Selective herbicides kill specific plants, leaving the desired crop unharmed, while non-selective

herbicides are used for widespread clearance of ground and are used to control weeds before crop planting. As

the weeds grow in damp and warm weather and die in cold seasons, the sale of herbicides is seasonal. Rice and

wheat crops are the major application areas for herbicides.

Increasing labour costs and labour shortage are key growth drivers for herbicides.

4. Bio-pesticides: Bio-pesticides are the new age crop protection product manufactured from natural substances

like plants, animals, bacteria and certain minerals. They are eco-friendly, easy to use; require lower dosage

amounts for same performance as compared to chemical based pesticides. Currently a small segment, the bio-

pesticide market is expected to grow in the future owing to government support and increasing awareness about

use of non-toxic, environment friendly pesticides.

58

5. Others: Fumigants and rodenticides are the chemicals which protect the crops from pest attacks during crop

storage. Plant growth regulators help in controlling or modifying the plant growth process and are usually used

in cotton, rice and fruits.

Global Agrochemical Market

Globally, the agrochemicals market is segmented across North America, Europe, Asia-Pacific, and LAMEA. Asia-

Pacific accounted for the largest share of agrochemicals market, owing to high agricultural activities in this region.

As per Phillips McDougal, the global market for crop protection products contracted by 0.8% to

US$ 59.8 billion in 2019 weighed by extreme global weather conditions from severe flooding in North America to

dry conditions and drought across major areas of Europe and Asia Pacific. The global agrochemical industry in 2019

was impacted by rising trade tensions between the US and China, increasing regulatory pressures in Europe leading

to the ban of ‘notable chemistries’ and strengthening of the US dollar.

Global agrochemical market (US$ billion)

Particulars 2018 2019 Change

Crop Protection 60.3 59.8 -0.8%

Non-Crop Pesticides 7.5 7.8 4.0%

Total 67.8 67.6 -0.3%

Source: Phillips McDougall

The Non-Crop Pesticides market registered 4% in 2019 mirroring global growth. Phillips McDougall expects the

developing nations to boost the overall industry in the coming years owing to improving economies.

Global Industry Drivers

According to Morgan Stanley’s Research report, the following key factors are driving the crop protection industry:

• A growing population: the global population is set to increase by 1.2 billion by 2030 and 2 billion by 2050,

while the middle class will more than double to 4.9 billion by 2030.

• A growing middle class fuels demand for increased food and protein production, which in turn drives demand

for grain to support growth.

• Fewer arable acres per capita means that products need to continue to maximise farmer yields; arable land is

expected to decrease from half an acre per person today to less than one-third of an acre per person by 2050.

• Estimated 17% of harvest losses from climate change through to 2050.

• Ongoing disruption from biotech traits.

Global Outlook

Crop protection products such as fungicides, herbicides and insecticides improve agricultural yields, thus helping

with the need to produce more food for a growing and increasingly wealthy population. However, as with fertilisers,

the EU wants to reduce the use of chemical pesticides. Annual growth for the crop protection market is expected to

be ~3%, and companies that focus on building bio-based products would be at a relative advantage.

In recent years, low crop prices and adverse weather conditions have had a negative impact on market development.

Price improvement was limited, primarily due to elevated levels of distributor inventory in many markets, as well as

oversupply. Looking forward, the global crop protection market is set to move into more positive territory, since

firm and steady commodity prices and inventories that are not too high look set to lay a solid path ahead.

59

Global Crop Protection Market, by type in Value terms

According to Magna Information Centre’s report on Global Crop Protection Chemicals Market, the Crop Protection

Chemicals market was valued at $59,800.0 Million in 2021 and is projected to reach $76,979.6 Million by 2030

growing at a CAGR of 3.53% from 2021 to 2030. Herbicide segment is expected to be the highest contributor to this

market, with $42,004.0 Million in 2021, and is anticipated to reach $52,926.7 Million by 2030, registering a CAGR

of 3.31%. Insecticide segment is anticipated to reach $7,650.4 Million by 2030 with the highest CAGR of 4.80%.

Herbicide and Fungicide segments collectively expected to account for about 83.7% share of the Crop Protection

Chemicals market in 2021, with the former constituting around 70.2% share. Insecticide and Molluscicide segments

are expected to witness significant growth rates at a CAGR of 4.80% and 4.59% respectively, during the forecast

period. Presently, the share of these two segments is estimated to be around 9.7% in the overall Crop Protection

Chemicals market in 2021, and is anticipated to reach 11.0% by 2030.

Region-wise Crop protection market

60

North America

According to Magna Information Centre’s report on Global Crop Protection Chemicals Market, the North American

Crop Protection Chemicals market was valued at $15,667.6 Million in 2021 and is projected to reach $17,866.7

Million by 2030 growing at a CAGR of 2.28% from 2021 to 2030. Herbicide segment is expected to be the highest

contributor to this market, with $10,905.5 Million in 2021, and is expected to reach $12,074.1 by 2030, registering a

CAGR of 1.97%. Molluscicide segment is expected to reach $506.5 Million by 2030 with the highest CAGR of

5.34%. Herbicide and Fungicide segments collectively expected to account for about 82.9% share of the North

America Crop Protection Chemicals market in 2021, with the former constituting around 69.6% share. Molluscicide

and Insecticide segments are expected to see significant growth rates at a CAGR of 5.34% and 3.51% respectively,

during the forecast period. Presently, share of these two segments is estimated to be around 10.7% in the overall

North America Crop Protection Chemicals market in 2021, and is anticipated to reach 12.6% by 2030.

Europe

As per Magna Information Centre’s report on Global Crop Protection Chemicals Market, the Europe Crop

Protection Chemicals market was valued at $8,730.8 Million in 2021 and is projected to reach $9,891.2 Million by

2030 growing at a CAGR of 2.21% from 2021 to 2030. Herbicide segment is expected to be the highest contributor

to this market, with $6,150.7 Million in 2021, and is expected to reach $6,852.7 by 2030, registering a CAGR of

2.04%. Insecticide segment is expected to reach $987.1 Million by 2030 with the highest CAGR of 3.43%.

Herbicide and Fungicide segments collectively expected to account for about 84.0% share of the Europe Crop

Protection Chemicals market in 2021, with the former constituting around 70.4% share. Insecticide and Nematicide

segments are expected to see significant growth rates at a CAGR of 3.43% and 2.97% respectively, during the

forecast period. Presently, share of these two segments is estimated to be around 15.4% in the overall Europe Crop

Protection Chemicals market in 2021, and is expected to reach 17.0% by 2030.

Asia

According to Magna Information Centre’s report on Global Crop Protection Chemicals Market, the Asia Crop

Protection Chemicals market was valued at $22,903.4 Million in 2021 and is projected to reach $30,491.7 Million

by 2030 growing at a CAGR of 3.87% from 2021 to 2030. Herbicide segment is expected to be the highest

contributor to this market, with $16,169.2 Million in 2021, and is anticipated to reach $21,089.7 by 2030, registering

a CAGR of 3.66%. Insecticide segment is anticipated to reach $3,063.5 Million by 2030 with the highest CAGR of

5.18%. Herbicide and Fungicide segments collectively expected to account for about 84.2% share of the Asia Crop

Protection Chemicals market in 2021, with the former constituting around 70.6% share. Insecticide and Nematicide

segments are expected to witness significant growth rates at a CAGR of 5.18% and 4.66% respectively, during the

forecast period. Presently, share of these two segments is estimated to be around 15.4% in the overall Asia Crop

Protection Chemicals market in 2021, and is anticipated to reach 17.1% by 2030.

Brazil

As per Magna Information Centre’s report on Global Crop Protection Chemicals Market, the Brazil Crop Protection

Chemicals market was valued at $3,587.0 Million in 2021 and is projected to reach $4,568.8 Million by 2030

growing at a CAGR of 3.41% from 2021 to 2030. Herbicide segment is expected to be the highest contributor to this

market, with $2,529.2 Million in 2021, and is anticipated to reach $3,119.4 Million by 2030, registering a CAGR of

3.08%. Molluscicide segment is anticipated to reach $81.4 Million by 2030 with the highest CAGR of 11.42%.

Herbicide and Fungicide segments collectively expected to account for about 84.0% share of the Brazil Crop

Protection Chemicals market in 2021, with the former constituting around 70.5% share. Molluscicide and Insecticide

segments are expected to witness significant growth rates at a CAGR of 11.42% and 4.69% respectively, during the

forecast period. Presently, share of these two segments is estimated to be around 9.5% in the overall Brazil Crop

Protection Chemicals market in 2021, and is anticipated to reach 11.6% by 2030.

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Indian Chemical Market

India’s chemical industry which covers more than 80,000 commercial products, is extremely diversified and can be

broadly classified into bulk chemicals, specialty chemicals, agrochemicals, petrochemicals, polymers and fertilisers.

Globally, India is the fourth-largest producer of agrochemicals after the United States, Japan and China. India

accounts for ~16% of the world production of dyestuffs and dye intermediates. Indian colorants industry has

emerged as a key player with a global market share of ~15%. The country’s chemicals industry is de-licensed,

except for few hazardous chemicals. India holds a strong position in exports and imports of chemicals at a global

level and ranks 14th in exports and 8th in imports at global level (excluding pharmaceuticals).

The Indian chemicals industry stood at US$ 178 billion in 2019 and is expected to reach US$ 304 billion by 2025

registering a CAGR of 9.3%. The demand for chemicals is expected to expand by 9% per annum by 2025. The

chemical industry is expected to contribute US$ 300 billion to India’s GDP by 2025. In October 2020, production of

key chemicals was 880,569 MT and petrochemicals was 1,808,997 MT.

The specialty chemicals constitute 22% of the total chemicals and petrochemicals market in India. The demand for

specialty chemicals is expected to rise at a 12% CAGR in 2019-22. The petrochemicals demand is expected to

record a 7.5% CAGR between 2019 and 2023, with polymer demand increasing at 8%. The Indian agrochemicals

market is expected to register an 8% CAGR to reach US$ 3.7 billion by FY22 and US$ 4.7 billion by FY25.

(Source: IBEF report on chemicals, February 2021)

Indian Agrochemical Industry

According to FICCI 9th Agrochemical Conference 2020 report, India is the fourth-largest producer of agrochemicals

in the world. The Agrochemical industry in India is represented by large multinational companies, national and

regional-level domestic players, traders and exporters of agrochemicals. Larger firms with strong R&D

infrastructure have been the pioneers in bringing better performing and safer molecules to the Indian market. The

smaller players in the industry have relied mainly on manufacturing of off-patented generic molecules.

The Indian agrochemicals industry was valued at around INR 42,000 crore in FY2019 out of which domestic

consumption was worth around INR 20,000 crore, while exports during the same period were worth around INR

22,000 crore. India is a major exporter and importer of agrochemicals. India was the fifth-largest exporter of

agrochemicals in 2019 when it exported pesticides worth USD 3.4 billion (9.4% of global exports). The Indian

agrochemical industry is highly reliant on import of raw materials and technical intermediates. In FY20, China alone

contributed to around 49% of India’s total pesticide imports (valued at INR 9,096 crore).

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The major agrochemical products are herbicides (used for managing unwanted plants), insecticides (used for

managing insects), fungicides (used for managing fungi), biopesticides (biological or biologically derived

pesticides) and plant growth regulators (used for improving plant growth and yields).

(Source: ‘The role of agrochemicals: Achieving the vision of a USD 5 trillion economy by 2025, by PWC)

The following chart provides a break-up of these major agrochemical products in 2018-2019:


Some of the major trends witnessed by the Agrochemical industry are:

• Agrochemical enterprises are increasingly focusing on digitisation to drive better analytics, decision making and

traceability across the value chain. Digital tools such as farmer apps and dealer management systems (DMS) are

helping companies in undertaking tailor-made approaches for different market segments. The COVID-19

outbreak has further pushed an already growing trend of technology and internet usage in rural areas, thus

creating a favourable digital environment.

• On the regulatory front, the industry has witnessed some emerging trends such as aerial spraying of

agrochemicals being allowed on interim basis for locust control and a proposed ban on 27 agrochemical

molecules, amongst several others.

• Some of the evolving go-to-market models are being considered and adopted by the industry. These include

directly selling to Farmer Producer Organisations (FPOs) as alternatives to traditional Channels and

physical/technology-based direct-to- consumer (D2C) platforms such as organised retail and e-commerce.

• Specialty products such as biofertilisers (mycorrhiza, nitrogen fixing bacteria, etc.), micronutrients,

biostimulants (humic acid, amino acids, etc.), biopesticides and organic products are being increasingly

produced by agrochemical companies to enhance their portfolio-based offerings.

• There is an increased focus by major agrochemical players on monetising farming-related services such as

spraying of agrochemicals and selling agrochemical products on e-commerce platforms. Farmers have shown an

increased interest towards solutions such as a product as a service, mobile app-based farming advisory, access

to market information and online purchase of agri-input.


36.3%

35.5%

15.0%

11.9%

1.4%

Insecticides Fungicides Herbicides Biopesticides Others

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Growth Drivers

To achieve higher crop yields, crop protection chemicals are expected to play a significant role. Simultaneously, it

will also be critical to use them judiciously to maximize benefits and minimize the impact on non-targeted species.

• Budgetary support: The Government of India has continuously been providing budgetary support towards

reviving the rural economy and increase the farmers’ income. A number of measures and initiatives have been

proposed and announced during the FY20 budget for the improvement of the agriculture sector and the rural

economy. Going forward, it expected that the government will be increasing the level of agri-credit, to be

provided, corroborating it to be beneficial for agri and agri-allied manufacturers. Availability of rural bank

credit can increase the demand for pesticides.

• Off Patent Molecules: The share of post patent products as compared to patent products and proprietary off-

patent products has been increasing over the years. Agrochemicals worth USD 4.1 billion are expected to go

off-patent by 2020. This provides significant export opportunities for Indian companies which have expertise in

generic segment.

• Increase in demand for food grains: India has 17% of the world’s population. An increasing population, need

for food security and high emphasis on achieving food grain self-sufficiency is expected to drive the demand for

crop protection chemicals.

• Growth of horticulture: Fruits and vegetables account for nearly 90% of total horticulture production in the

country. India is now the 2nd largest producer of fruits and vegetables in the world and is the leader in several

horticultural crops, namely mango, banana, papaya, cashew-nuts, areca nut, potato and okra. Growth in

horticulture and floriculture industries is to result in increase in demand for agrochemicals, especially

fungicides. As India’s diverse climate ensures production of all varieties of fresh fruits & vegetables, the trend

has slowly shifted from production of food grains to horticulture, with production of horticulture consistently

exceeding the production of food grains.

• Incidence of pest attacks: One of the major challenges to ensure food security and good crop yields is

incidence of pests. On an average agro-pests are estimated to cause 15%–20% yield losses in principal major

food and cash crops. Pest attacks across various stages of crop life-cycles are affecting farmers. Due to the hot

humid climatic conditions prevalent in India, the number of pest attacks has been increasing. Use of

agrochemicals can help mitigate the pest problem and increase crop output by 25%-50%.

• Changing climatic conditions: Erratic climatic conditions are impacting crop output. Farms need an array of

inputs to protect crops from adverse climatic realities. Irregular monsoons coupled with lack of irrigation (60%

of cultivable land is non-irrigated) results in low agricultural yield in India. Damp and warm weather conditions

aid in breeding of weeds.

• Limited farmland availability: Rapid urbanisation has had a detrimental impact on land availability. The

pressure is therefore to increase yield per hectare which can be achieved through increased usage of farm

productivity-enhancing inputs like agrochemicals.

• Increasing awareness: Educating the farmers about advantages of agrochemicals and its safe usage, will lead

to increase in demand. Companies are increasingly training farmers regarding the right use of agrochemicals in

terms of quantity to be used, the right application methodology and appropriate chemicals to be used for

identified pest problems.

Key Challenges

The success of the Green Revolution in India was largely due to the usage of high-yielding variety (HYV) seeds and

chemical fertilizers, thereby boosting the agriculture and agri-input sectors with increased output and demand,

respectively. The agri-input sector, including agrochemicals, has grown steadily and is supported by increasing

commercialisation of agriculture, growing area of land under cultivation of high-value crops and increasing cropping

intensity and farm mechanisation. However, the industry faces the following challenges:

• Lack of awareness and non-scientific usage: The average farmer in India lacks proper knowledge of agronomy

and relies mostly on skills and knowledge gained with experience or from product recommendations at a point

of sale, i.e. by an agri-input retailer. This lack of awareness and usage of agrochemicals based on habit and non-

scientific recommendations may lead to over usage of a particular product or underusage of a product, thus

resulting in sub-optimal yields and returns for farmers.

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• High reliance on generic molecules: Agrochemical consumption in India is represented by high usage of generic

molecules, some of which have been continuously used for decades. The adoption of newer or better molecules,

although increasing, is still low. This trend is prevalent in India for multiple reasons. The high R&D cost for

agrochemicals, coupled with a complex registration procedure has deterred companies from introducing new

molecules to the market. Premium-priced better molecules are unaffordable for a large segment of farmers.

Farmers have also become dependent on off-patented generic molecules as they are affordable and being used

for years.

• Low usage of agrochemicals: Agrochemical usage in India is low when compared to many agriculturally

advanced nations and the global average. In 2017, agrochemical usage in India was 0.6 kg/ha. The figure below

compares India’s per hectare pesticide usage with other countries.


Indian Agrochemical Market Forecast and Domestic Outlook

The industry is expected to grow at a CAGR of 8–10% till 2025 and will be driven by several growth levers like

increasing population, decreasing arable land, increasing demand for high-value agricultural products and increasing

efforts from the industry and the Government to promote awareness and technology penetration. (Source: ‘The role

of agrochemicals: Achieving the vision of a USD 5 trillion economy by 2025, by PWC)

India’s total exports in FY20 were valued at USD 313.4 billion, contributing around 10.9% to the GDP. The export

of agrochemicals during the same period was valued at around USD 3.1 billion, accounting for approximately 1% of

the total exports and 0.09% of the GDP. Assuming that total exports grow linearly by 2025, the Indian agrochemical

industry should export agrochemicals worth approximately INR 38,500 crore by 2025. Although minor in

comparison to the quantum of growth expected from the agricultural output, the growth in agrochemical exports

would help in positioning India as a global manufacturing hub. Efforts by the Government in promoting R&D,

relaxing the registration process for new molecules and promoting the Make in India initiative for the agrochemicals

industry will help in significantly improving India’s agrochemicals exports.

Pigment Industry

According to Grand View Research, the global dyes and pigments industry was pegged at US$ 32.9 billion in 2020

and is expected to grow at 5.1% CAGR from 2021 to 2028. Increasing demand from various application industries,

such as textiles, paints & coatings, construction, and plastics, is expected to drive the market growth. Major

producers are actively venturing into enhancing their products by utilizing advanced technologies for the efficient

removal of hazardous pollutants during the manufacturing process. Manufacturers are likely to experience varied

production costs due to volatility in the prices of raw materials, such as benzene. A wide distribution network in the

market is achieved through both physical retail stores and online retailing.

Rapid growth in the global construction industry has also been a key growth-driving factor for the overall market.

Countries, such as the U.S., the U.K., China, Indonesia, India, Saudi Arabia, and UAE, are the major countries

exhibiting significant global growth potential in the construction sector.

The rising population coupled with rapid industrialization has encouraged governments to increase their construction

spending for infrastructural development. Thus, increasing construction expenditure across the world is expected to

create massive product demand in the coming years. However, increasing environmental concerns are resulting in

policy changes across the globe, which is anticipated to restraint the market growth over the forecast period.

Factors, such as water pollution during the manufacturing processes, high metal content in pigments, and high-water

consumption in the textile industry to rinse dyes, are the major environmental threats. Stringent regulations have

been imposed in regions, such as Europe, North America, and China, which may challenge the market growth.

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Major Segments

Organic pigments dominate the industry with a lion’s share of 58% of the total pigment production in India. The

growth of the pigment market is aided by the cosmetic’s industry growth. Due to improving living standards and

evolving lifestyles, the demand for cosmetic products such as skincare, haircare, and perfume is growing rapidly,

giving the Indian cosmetics industry a high boost. The cosmetic industry is a major application sector for the

pigments market.

The dyes industry in India is expected to witness steady growth in the coming years due to environmental

crackdowns in China, resulting in a shutdown of several domestic dye companies. India is better placed due to the

availability of the ecosystem, feedstock, technology, and compliance required for the industry. Thus, the consumer

base of China is likely to shift to India due to these reasons in the coming years.

Another major factor driving the growth of the industry is the increasing demand from the paints and coatings

industries. Paints and coatings account for a significant share of the market and are estimated to be one of the

fastest-growing application sectors. Architectural and decorative coatings account for major consumption of

pigments. Thus, the rising construction and infrastructure activities in the country act as a significant driver for the

market. Then there are advanced ink-based liquids that are being extensively employed in 3D printing operations.

Many companies are using these liquids on a small and medium scale to manufacture customized spare parts for

machines, gourmet food products, and prosthetics.

Thus, widening the applicability of inks and ink-based liquids and pastes is expected to lead the Dyes and Pigments

market trends in the future. Given all its uses, the sector also falls under the purview of petroleum-based products,

attracting scrutiny due to the increasing effort to reduce carbon footprint. These concerns have encouraged the

emergence of bio-based solvents and pigments for exceptional bio-degradable properties.

Regional Highlights

Asia Pacific was the dominant regional market and accounted for over 62% of the global revenue share in 2020. The

market faces strict regulations that obstruct product usage as well as production in North America and Europe. Thus,

the production facilities are being shifted to the Asia Pacific region owing to favorable manufacturing conditions

and leniency in regulations. This is supported by the easy availability of raw materials and low-cost & skilled

manpower. Europe accounted for over 17% of the overall revenue share in 2020. The increasing production

capacities of dyes in Europe is an indication of its increasing demand.

India Pigments Industry and Growth Outlook

According to Expert Market Research, the Indian dyes and pigments market accounts for nearly 25% of the global

market pegged at close to USD 8 billion in 2020. The production value of the pigments industry in India reached a

volume of nearly 133.52 million tons. The industry is expected to grow at a CAGR of 11% between 2021 and 2026.

Product Type Pigment Type Description

Organics

Pigments

Phthalocyanine Phthalocyanine is the most produced organic pigment type in India

Azo Pigments

Azo Pigments is mainly used as industry colorant in plastics, building

paints and inks

HPPs

High Performance Pigments (HPPs) as generally used in automotives,

plastics and ink-jet printing

Inorganics

Pigments

Titanium Oxide

Dyestuff and pigment manufacturers operating within India have started

to incorporate the use of natural substance including natural dyes and

organic pigments owing to environmentally friendly nature and safe

usage of the product

Iron Oxide

Pigments

Chrome Oxide

Pigments

Others

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OUR BUSINESS

In this chapter, unless the context otherwise requires, a reference to “our Company” or to “we”, “us” and “our”

refers to our Company including Agrochemical and Pigment Undertaking transferred pursuant to Composite

Scheme of Arrangement. Shareholders should note that by virtue of the demerger of “Agrochemical and Pigment

Undertaking” of erstwhile Meghmani Organics Limited into our Company, the information in this chapter includes

information which was prior to incorporation of our Company on October 15, 2019. Accordingly, this chapter

includes historical data of the erstwhile Meghmani Organics Limited, Demerged Company.

SCHEME OF ARRANGEMENT

Meghmani Organics Limited (formerly known as Meghmani Organochem Limited) was incorporated on October

15, 2019 as a wholly owned subsidiary of erstwhile Meghmani Organics Limited. One of the objects of Composite

Scheme of Arrangement was demerger of “Agrochemical and Pigment Undertaking (Demerged Undertaking)” of

erstwhile Meghmani Organics Limited into our Company. The Scheme was approved by Hon’ble NCLT,

Ahmedabad Bench vide order dated May 3, 2021 and is effective from May 10, 2021.

Pursuant to the Scheme, the Agrochemical and Pigment business owned and operated by erstwhile Meghmani

Organics Limited stands demerged into our Company with effect from April 1, 2020. Further, in terms of the

Scheme the name of our Company changed to ‘Meghmani Organics Limited’.

BUSINESS OVERVIEW

We are a leading diversified chemical Company engaged in the business of manufacturing and sale of Pigments and

Agrochemicals. We are among the leading global pigment manufacturers and a vertically integrated Agrochemical

players having products across the entire value chain i.e. raw materials, intermediates, technical and formulations.

Within Pigments, we specialize in green and blue pigments, which have varied end use applications including,

amongst others, printing inks, plastics, rubber, paints, textiles, leather and paper. We also manufacture three broad

categories of Agrochemical products, namely, pesticide intermediates, technical grade pesticides and pesticide

formulations. Our agrochemical products find primary application in crop protection and non-crop applications such

as public health, termite and insect control and veterinary applications.

We carry out our manufacturing activities from six well-integrated manufacturing facilities located in Gujarat, India.

We manufacture pigments through our three pigment manufacturing facilities located at GIDC-Vatva, GIDC-Panoli

and Dahej SEZ-Dahej. At our facility located at GIDC Vatva, we manufacture Pigment Green 7 (PG-7) products

with an installed capacity of 3,180 MTPA and at GIDC-Panoli and Dahej SEZ-Dahej we manufacture CPC Blue,

Alpha Blue and Beta Blue products with an installed capacity of 17,400 MTPA and 12,600 MTPA, respectively.

Further, we manufacture a range of agrochemical products through our three manufacturing facilities located in

GIDC Ankleshwar, GIDC Panoli and GIDC Dahej which have an installed capacity of 6,840 MTPA, 13,500 MTPA

and 29,040 MTPA respectively. Our manufacturing facilities are ISO 9001, 14001 and 45001 certified.

Over the years, we have built an extensive pan-India presence with over 3,000 distributors and dealers and has

global footprint with presence in over 75 countries through a portfolio of over 400 marquee clients. We endeavour to

strengthen our ambition in becoming one of the leading diversified chemical conglomerates in ‘Organic Chemistry’

in India and globally, using cost-effective measures and technology supported up by in-house product and process

development teams and enhanced product acceptability. We are focused on our core businesses in organic chemistry

which offers numerous growth opportunities, to create and build a high standard of manufacturing base, adhere to

prescribed ‘Environmental & Safety Standards’ and strive continuously to upgrade them, respect minority

shareholders and their trust in management and create sustainable ‘Value’ for all our stakeholders.

Our Company is engaged in the following business segments:

i. Pigment segment:

We are leading global pigment manufacturer with vertically integrated manufacturing facilities for CPC Blue (an

upstream product sold to other Pigments manufacturers) and end products - Pigment Green and Pigment Blue. Our

67

pigment business enjoys a strong global presence with our exports accounting for ~79% of revenue from pigment

segment during the Fiscal 2021. Our product quality and deeply forged relationships with our clients has resulted in

~90% repeat business from our pigment customers. Further, our Company has a global presence in more than 70

countries with a subsidiary in the US which helps us in maintaining a front-end presence along with the ability to

work closely with our end-user customers.

ii. Agrochemical segment:

We are established as one of India’s leading vertically integrated Agrochemicals manufacturer with presence in the

entire value chain – Raw material, Intermediate, Technical and Formulations (bulk and branded). Our Company

enjoys a competitive advantage through our vertically integrated operations in the Agrochemicals industry, which is

highly regulated and fragmented. Our strong portfolio of ~370 export registrations and ~310 Central Insecticides

Board (CIB) registrations has helped us in developing diverse global clients which accounts for about 79% export

sales in Agrochemical segment during the Fiscal 2021. We export technical as well as formulation (bulk and

branded) products to almost all the continents across the world. Our major products include 2,4D, Cypermethrin,

Bifenthrin, Permethrin, Chlorpyrifos and Profenophos. In branded formulations, we have established a strong pan

India presence with over 3000 distributors and dealer. Our key agrochemical brands are Megastar, Megacyper,

Megaban, Synergy, Courage, Correct and Mega Claim.

Revenues from operations for our Pigments and Agrochemical divisions for Fiscal 2021 and Fiscal 2020 are as

under:

(` in lakhs)

Business segments Fiscal 2021 Fiscal 2020*

Amount % Amount %

Pigments 57,838 35.63% 28,366 40.92%

Agrochemicals 1,04,506 64.37% 40,956 59.08%

Total Revenue 1,62,344 100.00% 69,322 100.00%

*from October 15, 2019, being from the date of incorporation to March 31, 2020 and as restated giving impact of

the Composite Scheme of Arrangement.

Our Strengths

We believe that following are our competitive strengths:

(1) Diversified customer base from varied industries across the globe with a strong product basket suitable

for multiple applications

Our diversified set of customers belongs to various industries requiring products with a variety of

applications. Through our relationships with our customers and their satisfaction with our products and

customer management, built on a foundation of trust and commitment to quality and timelines, we have

received repeat orders from most of our customers.

Pigments

Our Pigments customers are mainly MNCs from a wide range of industries such as printing inks, plastics,

paints and coatings. High degree of product customisation, consistent quality and compliance regulations

add to client retention resulting in an over 90% business from repeat clients. Our global distribution network

present in almost every continent enables to service our customers efficiently, effectively and within

required timelines.

Agrochemicals

We are a leading manufacturer of pesticides. Our vertically integrated manufacturing facilities enable us to

manufacture products across the entire value chain – Raw material, Intermediate, Technical and

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Formulations (bulk and branded). At present, we export our agrochemicals products to customers across

over 75 countries.

With our diversified and established operations, we believe that our Pigment and Agrochemical businesses

are not reliant on any particular product, customer, industry or geography.

(2) Backward integrated and multifunctional design of our production facilities

Our production processes of Agrochemicals and Pigments businesses are vertically integrated. We

manufacture CPC Blue which is the primary raw material required in the manufacture of our Pigment Green

and Pigment Blue products. We also manufacture Pesticides Intermediates which are used in the

manufacture of our Pesticides Formulations. Such vertical integration allows us to effectively manage our

raw materials costs, give us cost advantage over our competitors, assures us of a constant supply of requisite

raw materials at a consistent quality and consequently, has reduced our reliance on third party suppliers for

such raw materials.

Our Agrochemical production facilities are designed with multifunctional production capabilities which

enable us to manufacture different Agrochemical products concurrently as well as switch production lines

for the manufacture of different products at a minimal cost and production downtime.

(3) Established brand names

We have established our reputation as a reliable manufacturer of quality Pigments and Agrochemical

products. We believe that, our distribution networks and advertising & promotional activities, our brand

names have gained recognition in the Pigments and Agrochemicals industries in India, Europe, the USA and

Latin America where our products are sold. A number of our Pesticide Formulations, such as, ``Megastar'',

``Megacyper'', “Courage”, “Proven” are recognised brand names amongst consumers in the domestic Indian

market. This also extends to our “Meghafast” brand name which is a recognised name amongst consumers

of Pigment products who are MNCs. Our overseas distribution network caters to our international customers

for our Pigments and Agrochemical products. We service our domestic market in India through over 3000

distributors and dealers spread across the country.

Further, our logo and name, viz. “MOL” and “Meghmani” have been registered as trademarks and create our

identity that resonates with our customers. In addition, we have filed 31 applications for trademarks, of which

14 have been already registered. We believe that our trademarks have significant value and are important to

our brand building and marketing efforts of our products.

(4) Consistently delivering high level of quality products with focused approach on Research and

Development

We offer an extensive range of quality products to our customers, many of whom are MNC’s. Through our

research and development efforts in improving our production processes, we have developed high quality

and extensive range of products suitable for use in a multitude of applications suited to our domestic and

international customers. For example, our Pigment products are available in a wide range of shades and

physical properties and perform consistently in their intended applications and satisfy the specific and often

exacting requirements of our customers. It has also been our endeavour to continuously upgrade and improve

our production processes, which has resulted in improvement in quality and performance.

Our state of the art Research and Development Center (R&D) registered with Council of Scientific &

Industrial Research (CSIR), New Delhi is located at Sanand-Ahmedabad spread over 5000 sq. feet. Our R&D

team at R&D Center carry out research on and development of off-patent molecules, improvements in

process parameters, time cycle optimization, and scaling up of new technologies from laboratory to

production level. Our R&D Center has ~ 35 researchers and scientists equipped with various sophisticated

analytical instruments. The core activities in our R&D centre are: Process Research, Process Improvement,

Process Development, New Products, CIB registration activities, Formulation and Development and

Impurities synthesis and characterization.

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Further, our laboratory facility situated at Sanand-Ahmedabad has been approved ‘Good Laboratory Practices

(GLP) and Norms on OECD Principles’ by National GLP Monitoring Authority (NGCMA), Government of

India in the field of Physical – Chemical Testing and is also approved by the Department of Science and

Industrial Research.

Through our R&D efforts, we have added a range of “High Performance Pigments” and an array of

Agrochemical products, which, we believe, contribute meaningfully to our marketing efforts and operations.

(5) Our product performance in the Pigment segment may be difficult for other companies to replicate

We produce several shades of pigments which are essentially application oriented and have been standardised

to suit specific requirements of our customers. We carry out tests of samples from each production batch at

our application laboratory where tests on the final end use are conducted for consistency, shade strength, and

such other parameters. Our product quality and performance has been recognised by various MNCs resulting

in continued business relationships as well as associations with certain leading companies in the paints

industry globally. We have spent significant resources in terms of man power and materials to evolve

products, which are of an acceptable quality by our customers. Consequently, we believe that we are better

placed over most of the other players to meet the requisite quality standards of the market and our customers.

(6) Experienced and qualified management team and technical personnel

Our Company is led by an experienced and qualified management team. Our Executive Chairman,

Jayantibhai Meghjibhai Patel and Managing Director, Ashishbhai Natawarlal Soparkar are Chemical

Engineers from the Maharaja Sayajirao University, Baroda, and have more than 45 years of experience each

in the Dyes and Pigments industry as well as an over 25 years of experience each in the Agrochemicals

industry. Natwarlal Meghjibhai Patel, our Managing Director, holds a Master Degree in Science from

Sardar Patel University, Gujarat. Rameshbhai Meghjibhai Patel, our Executive Director, holds a Bachelor

degree in Arts from Saurashtra University, Gujarat. Natwarlal Meghjibhai Patel and Rameshbhai

Meghjibhai Patel both have over 42 years of experience in the Pigments industry and over 26 years of

experience in the Agrochemicals industry. Anandbhai Ishwarbhai Patel, our Executive Director, holds a

Bachelor degree in Science from the Gujarat University and has more than 34 years of experience in the

Pigments industry. They have been instrumental in establishing the business direction for our Company and

will continue to guide our Company in the expansion of our business with their experience and technical

expertise.

Further, our operations at each of our manufacturing facilities are managed by a team of skilled engineers

with the requisite technical know-how and educational qualifications with specialisation in chemistry to

carry out our production processes. Our technical staff is highly qualified and trained with several team

members having work experience with multinational companies (‘MNCs’) and other reputed large Indian

companies. Supported by this expertise of our technical staff, we have been able to develop optimum

production processes to manufacture our products, some of which include pesticides such as MPBA,

Permethrin and Imidachloprid. Our technical team works closely with customers to develop production

process parameters to meet particular product specifications, needs and expectations of our customers for

both our Pigments and Agrochemicals businesses.

Our Strategies

Our business strategies and future plans include the following:

(1) Expansion of existing facilities and setting up new Multipurpose Plant and backward integrated facilities in

Agrochemical division

In order to keep pace with the increased demand of our products in the domestic and global markets, we have

formulated expansion plans of ~`46,500 Lakhs in the coming years. Out of which in the 1st Phase, expanding

our 2,4-D Capacity by adding 10,800 MTPA of additional capacity and setting up a new formulation plant

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with a total capital outlay of ~`15,000 Lakhs has been commissioned in FY21. In the 2nd Phase, new

Multipurpose plant (MPP) at Dahej has been planned to be commissioned to produce certain new molecules at

a total capital outlay of ~`31,000 Lakhs. This facility is expected to be commissioned by Q1 of FY23. We

believe that the completed backward integration will ensure sustainable operations, timely delivery and will

reduce our dependency on China for raw materials.

(2) Focus on increasing agrochemical sales through new product registration

For the year ended March 31, 2021 about 79% of our Agrochemical sales comprised of export sales to

customers in more than 75 countries. Our Agrochemical products are regulated products and require prior

registration with the relevant governing authorities in each country before they are allowed to be sold. As on

March 31, 2021, we have ~370 export registrations and ~310 CIB registrations. Considering that a significant

portion of our sales is through exports, we intend to focus on our existing and new export markets for our

Agrochemical products.

(3) Focus on increasing sales of our branded formulations in the retail segment

Our technical grade pesticides are used captively for manufacture of our bulk and branded formulations and are

also sold to the pesticide formulators in and outside India. Our bulk formulations are also used captively for the

production of branded formulations, which are sold to retail domestic customers besides being sold to other

formulators mostly in the domestic markets. Our brands such as “Megastar”, “Proven”, “Courage”

“Megacyper”, etc. are recognized names with retail consumers in India. We intend to focus on increasing sales

of our existing branded products and proposed launches through our existing distribution network of overseas

distributors and over 3,000 distributors and dealers within India. This would enable us to enhance our

visibility and go up the value chain, which would also improve realisations.

(4) Continue to grow our agrochemical business inorganically and through strategic acquisitions of

complementary businesses and products

We believe that there are vast opportunities for inorganic growth in the USA, Brazil and Argentina. We intend

to review opportunities for acquiring complementary businesses and products whilst growing our agrochemical

business organically by leveraging our manufacturing expertise and existing alliances and by focussing on

research and development. We continue to actively evaluate companies having the requisite registrations in

place, complementary product portfolio and marketing network. We believe that future and sustained growth

would be achievable through a right mix of organic and inorganic growth.

(5) Continue to focus on vertical integration enabling production of high-margin and technology-oriented

products in Pigments

We are among the leading Phthalocyanine based Pigment manufacturers globally. We manufacture both CPC

Blue crude (which is an upstream product) and the finished pigments, viz. our Blue and Green pigment products

such as Alpha Blue, Beta Blue and PG-7. We are placing conscious efforts to climb up the value chain by

increasing contribution high-margin and technology-oriented pigments like our Green and Blue products. The

manufacture of our Green and Blue products involves significant customization efforts and higher customer

interaction to enable arriving at the final product. We have, in the past, invested significant resources, for

customizing the Green and Blue products, which has enabled us to cater to our customers, most of which are

MNCs. With our past experiences and development skills, we intend to focus on vertical integration enabling us

to add new technology oriented products with higher realisations thereby increasing our operating margins.

(6) Focus on our portfolio of high performance pigments and expanding our existing range of high

performance pigments and additives

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There is a shift in demand for high performance pigments and additives as customers enhance their products

and upgrade the technical performance requirements of the pigments and additives they incorporate in their

formulations. In recent years, environmental pressure to replace heavy metals such as cadmium and lead has led

to an increased demand of organic pigments. The impact of the Low Volatile Organic content (“VOC”)

regulations, prevalent outside India, results in reduced use of solvents in the printing ink and coatings industries

with alternative technologies, such as water-based systems coming in place. We believe that with our existing

portfolio and products under development, we are well placed to take advantage of these trends.

(7) Continue to diversify our product offering by having new pigments through by organic and inorganics

growth

We are the largest manufacturer of Phthalocynaine Blue Pigment globally. We keep on exploring the

opportunity to enter into new pigments through organic, or merger and acquisition complementing to our

existing core business. We believe that future and sustained growth would be achievable through diversifying

our product offering by having new pigments through a right mix of organic and inorganics growth.

(8) Continue to focus on expanding our customer base in India and globally

In Fiscal 2021, exports constituted around 79% of our sales from Pigments and Agrochemicals divisions. Our

strategy is to expand our customer base in India and globally by strengthening our existing sales and

marketing network. We have pan India presence through more than 3,000 distributors and dealers and has

global footprint with a presence in over 75 countries through ~400 marquee clients, which we further plan to

strengthen in a gradual manner.

Our Manufacturing Facilities

Our manufacturing facilities are located at six locations in Gujarat, India. Brief details about each of our existing

manufacturing facilities are given below:

GIDC - Vatva (Pigment division)

In 1986, we commenced operations to manufacture Phthalocynine Green 7 more popularly known as Pigment

Green 7 (PG-7) at our first manufacturing facility located at GIDC Industrial Estate, Vatva, near Ahmedabad.

Presently, the facility has an installed capacity of 3,180 MTPA of Pigment Green.

Our manufacturing facility at Vatva is ISO 9001-2000 certified for quality systems.

GIDC – Panoli (Pigment division)

In 1996, we proceeded to expand our Pigments business and to move upstream into the manufacture of CPC Blue,

a raw material used in the manufacture of Green Pigments and the manufacture of the Blue Pigments namely,

Alpha Blue and Beta Blue. We commenced manufacturing CPC Blue, Alpha Blue and Beta Blue in February 1998.

This facility is located at GIDC Industrial Estate, Panoli near Ankleshwar. At present, the Panoli facility has an

installed capacity of 17,400 MTPA of CPC Blue, Alpha and Beta Blue.

Our manufacturing facility at Panoli is ISO 9001-2015, ISO 14001-2015 and ISO 45001-2018 certified.

Dahej SEZ Limited - Dahej SEZ (Pigment division)

In 2013, we had acquired land at Dahej SEZ Limited, Dahej, Bharuch to manufacture CPC Blue, Alpha Blue and

Beta Blue with less hazardous and eco-friendly raw material.

We commenced manufacturing CPC Blue, Alpha Blue and Beta Blue in February 2013. At present, at Dahej-SEZ

we have an installed capacity of 12,600 MTPA of CPC Blue, Alpha and Beta Blue.

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Our manufacturing facility at Dahej SEZ Limited is ISO 9001-2015, ISO 14001-2015 and ISO 45001-2018

certified.

GIDC Ankleshwar (Agrochemical division)

In FY2003, we acquired another manufacturing facility in Ankleshwar from Rallis India Limited where we have

set up manufacturing facilities for production of Pesticide Technical and Agrochemical Intermediates.

The GIDC Ankleshwar facility commenced production on 1st August 2003 to manufacture Pesticide Intermediates,

Technical and Formulations. This facility has an installed capacity of 6,840 MTPA.

Our manufacturing facility at GIDC Ankleshwar is certified for QMS - ISO 9001-2015, EMS - ISO 14001-2015

and OH & S - ISO 45001-2018.

GIDC Panoli (Agrochemical division)

In FY 2006, we had acquired formulation manufacturing facility in Panoli of Agronule Industries – a division of

Glenmark Pharmaceuticals Limited. The facility is located near our Pigment Division at GIDC, Panoli. The current

installed capacity after commissioning of new formulation plant of this facility is 13,500 MTPA.

Our manufacturing facility at GIDC Panoli is certified for QMS - ISO 9001-2015.

GIDC Dahej (Agrochemical division)

In 2009, we had identified agrochemical product 2,4D Acid widely used in herbicide, which is regarded as an

environment friendly product and also had a good growth potential. We have doubled the Capacity of 2,4D plant to

21,600 MTPA with this the current installed capacity of this facility is 29,040 MTPA.

Our manufacturing facility at GIDC Dahej is certified for QMS - ISO 9001-2015.

DESCRIPTION OF OUR PRODUCTS

We are principally engaged in the manufacture and sale of Pigments and Agrochemicals.

Pigments

We manufacture the following Pigment products:

• CPC Blue Crude – Upstream product for Pigment Blue and Pigment Green products

• Pigment Blue

• Pigment Green

• High Performance Pigments

CPC Blue Crude is a cyclic product of copper and reaction between phthalic anhydride and urea. CPC Blue is an

upstream product and is a raw material used for the manufacture of our Pigment Blue and Pigment Green products.

CPC Blue is also sold to manufacturers of Pigments and textile dyestuffs.

Pigment Blue - Alpha Blue and Beta Blue are variations of phthlocyanine Pigment Blue 15. Alpha Blue is redder

in shade and of smaller particle size, and is available as crystallizing type and non-crystallizing non-flocculating

type. Beta Blue yields bright greenish blue shades with slightly lower tintorial strength. Beta Blue is of a more

stable crystal formulation than Alpha Blue and is available as the non-crystallizing type and the non- crystallizing

non-flocculating type.

Pigment Green 7, a green organic pigment, is chlorinated and a derivative of CPC Blue Crude. Pigment Green 7 is

crystal stable and is of non-crystallising non-flocculating type. Pigment Green 7 provides a yellowish shade of

green.

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Our range of Pigment Green and Pigment Blue products are differentiated by the following characteristics:

• crystallising type, which determines the brilliance and brightness of products;

• non-crystallising type, which determines the ability of products to maintain their colour under all conditions;

and

• non-crystallising non-flocculating type, which determines the ability of products to spread evenly over the

surfaces that they are applied on.

Our Pigment Green and Pigment Blue products have uses in multiple applications, including printing inks, plastics,

rubber, paints (for exterior and interior surfaces), textiles, leather and paper.

Pigment Green 36 and Pigment Blue 60 are high performance pigments, which have superior properties than

phathalocynine pigments like:

• better weather fastness

• better gloss transparency

• tailor made for specific high end application

Agrochemicals

Our Company manufactures a broad spectrum of commonly used pesticides for crop and non crop applications

such as crop protection, public health, veterinary applications, insect control in wood preservation and food grains

storage. To manufacture products in India, we need registration from CIB (Central Insecticide Board) and

Manufacturing License from State Government. Our Agrochemical products are regulated products and require

prior registration with the relevant governing authorities in each country before they are allowed to be sold. As

such, we need to comply with the specific qualitative standards and permitted toxicity levels set by the authorities

in order to obtain the requisite product registration. Some of our customers have obtained the requisite product

registration, and in such event, we are not required to obtain the product registration with the relevant governing

authorities.

Our Agrochemical products fall into three main categories:

• Pesticide Intermediates

• Technical Grade Pesticides

• Pesticide Formulations (sold in bulk and small packs)

Our Agrochemical products are used:

• as Intermediates which are used in manufacture of agrochemicals

• as an active ingredient in the Agrochemicals formulation industry;

• by formulators for the manufacture of Pesticide Formulations, packaged into small packing for sale to direct

end users

• by the farming community for crop protection; and

• by government agencies in pest control and public health.

The characteristics and applications of each of our Agrochemical products are set out in the table below:

Pesticides formulations

Product Corp Application Non Corp Application

Cypermethrin

Rice, cotton, chilli crops, vegetables and

fruits

Public Health

Alpha Cypermethrin

Rice, cotton, chilli crops, vegetables and

fruits

Public Health & Veterinary

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Pesticides formulations

Product Corp Application Non Corp Application

Imidacloroprid

Soya bean, ground nuts, beans rice, cotton,

chilli crops, vegetables and fruits

Health and public areas

Termite extermination

Permethrin

N.A. Public Health and wood

Preservation

Lamdacyhalothrin Rice, cotton and vegetables Health and

public areas

Public Health

2, 4D Weedicide NA

Pesticides Intermediates

Product Action

Meta Phenoxy Benzaldehyde (MPB)/

Meta Phenoxy Benzyl Alcohol (MPBA)

Used in the manufacture of Cypermethrin, Permethrin, Alpha

Cypermethrin, and other major synthetic pyrethroids

Cypermethric Acid Chloride (CMAC)

Used in the manufacture of Cypermethrin, Alpha

Cypermethrin and Permethrin and other major synthetic

pyrethroids

MANUFACTURING PROCESS

Pigments Manufacturing Process

Vatva Facility -

Pigment Green 7

• Chlorination: Aluminium chloride, salt, CPC Blue and cupric chloride are mixed in a reactor and chlorine is

added for chlorination to obtain Pigment Green 7. The resulting mixture is then dumped into water.

• Pigmentation and filtration: The resulting mixture together with other raw materials such as monochloro

benzene and emulsifiers are put into a pigmentation vessel. The resultant substance is then filtered and washed

to produce a green pigment in wet cake form.

• Drying, packing and despatch: The wet cake is dried in a dryer to produce the respective finished products in

powder form, which is then packed and despatched.

Panoli Facility -

At Panoli, we manufacture Alpha Blue and Beta Blue Pigments, as well as CPC Blue. CPC Blue is the primary raw

material used for the manufacture of Alpha Blue and Beta Blue Pigments. The other raw materials required for the

manufacture of Alpha Blue and Beta Blue Pigments are readily available from suppliers in India. A summary of

the manufacturing processes for various items manufactured at Panoli is as follows:

• CPC Blue

Ortho Nitro Tolune (‘ONT’) is heated to 1000 centigrade and phthalic anhydride, cuprous chloride and urea are

added to it. The contents are maintained at about 1800 centigrade for about four hours. Ammonia and carbon

dioxide gases evolved during the process are scrubbed to a water scrubber in order to obtain a solution of

ammonia carbonate. The crude mass of CPC is dumped into a venulett and the un-reacted ONT is distilled.

The crude CPC Blue is charged in a purification vessel containing water and the temperature is raised to 850

centigrade. Sulphuric acid is added and the material is filtered through air pressure in a filter press. The wet

cake is washed with hot water and the material is dried in the spin flash dryer. The dried material is then

packed.

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• Alpha Blue

98% sulphuric acid is charged in a SS jacketed vessel. The required quantity of CPC Blue is added for four

hours at approximately 500 centigrade. The mixture is stirred until CPC Blue gets dissolved in acid. A

microscope is used to test for dissolution.

The substance is transferred by air pressure into another vessel containing sufficient water to make an acid of

final concentration of approximately 15% to 20%. The acid solution is sprayed in water, and the temperature

of the drowned mass is maintained at around 950 centigrade. The mass is filtered in a filter press and washed

with water. The wet cake is charged in a pigmentation vessel containing water and a dispersing agent is added.

Steam is used to heat up the mixture and the acidity of the mixture is neutralised with caustic soda. The

mixture is maintained at a temperature of 950 centigrade for four hours. The slurry is filtered and washed with

water. The wet cake is dried in a spin flash dryer and packed.

• Beta Blue

CPC Blue, rosin and xylene are charged in the ball mill and ground to get crude mass of Beta Blue. The mass

is transferred into a vessel containing water. The slurry is treated using hydrochloric acid and steam, and

filtered through a filter press. It is washed with water to obtain a wet cake. The washed wet cake is further

treated using sodium hydroxide, water and a dispersing agent in another vessel. The mixture is heated to about

900 centigrade and kept at that temperature for about two hours. The mass is filtered through the filter press

and the substance is washed to obtain a wet cake. The wet cake is dried through spin flash drying. The product

is then packed.

Dahej SEZ, Dahej Facility-

A) CPC BLUE

• Charge solvent (Solvesso-150) in GLV, add Phthalic Anhydride, T.G.Urea, CuCl2, Ammonium

Molybdate after closing manhole and set control valve, start the heating and raise the temp. Upto 183

deg. Centigrade and maintain the temp. for 2 hours.

• During synthesis ammonia & carbon dioxide scrub in the scrubbing column (3 stage scrubber) by

water circulation.

• Dump the crude mass in Rotary Vacuum Dryer(RVD) and distilled out solvent under vacuum.

• Charge water in RVD for making water slurry and transfer the slurry in PP Vessel (Acid Leaching

Vessel), add spent acid and heat upto 85 deg. Centigrade and maintain for 2 hours then filter the filter

press.

• Wash the wet cake with Hot water (90-95 deg. Centigrade), sometime give alkali wash and do

aeration.

• Dump the cake on belt conveyer for drying.

• Wet cake dried in Spin Flash Dryer and CPC collect in jumbo bags.

B) BETA BLUE (THROUGH BALL MILL PROCESS)

• Charge CPC blue in the Ball Mill and carry out grinding

• Charge CPC blue in to the MS Vessel and add Rosin, Xylene/Methyal Ethyl Ketone / ISO Butyl

Alcohol, Caustic and additive and reflux the mass (Xylene is recovered through distillation.

• Transfer the mass in a vessel containing the water and treat the slurry using HCL and live steam.

• Filter the slurry through filter press and give wash to wet cake using water.

• Filter the mass through filter press and vie a wash of water to wet cake.

• Dry the wet cake through spin flash dryer.

C) ALPHA BLUE

• Charge 98% Sulphuric Acid / Spent Sulphuric Acid (70%) in SS jacketed vessel and add required

quantity of CPC Blue in 4 Hrs. Maintaining the temperature 50 deg. Centigrade

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• Continue stirring till CPC gets dissolved in acid.

• Test on microscope for dissolution.

• Transfer the batch by pneumatic pressure in another vessel containing sufficient water to make final

concentration of 15% to 20% acid.

• The acid solution to be sprayed in water maintaining the temp. of drowned mass around 95 deg.

Centigrade.

• Filter the mass in filter press and wash with water.

• Charge wet cake in vessel containing water and add dispersing agent.

• Heat with live steam and being pH to neutral with the help of caustic soda – ammonia liquor and then

maintain temp. Of 95 deg. Centigrade for 4 hours.

• Add additive required.

• Filter the slurry and wash with water.

• Wet cake is dried through spin flash dryer and packed.

Agrochemicals manufacturing process

Unlike other industrial products, there is no single type of manufacturing process for the manufacture of Pesticide

Intermediates and Pesticides. Each Agrochemical product has its own specific chemical reactions and physical

properties in relation to the manufacturing processes. Similarly, each agrochemical product has its own set of raw

materials except for common raw materials such as caustic lye and sulphuric acid.

In addition various solvents are used and recovered at different stages during the manufacturing process. Different

kinds of reactors and other equipment’s are also used during the various manufacturing process. Apart from

chemical reaction, many unit operations such as filtration, drying and distillation are carried out. The following

sets out the manufacturing processes for our key Pesticide Formulations and Pesticide Intermediates. The

manufacturing processes for our other Pesticide Formulations and Pesticide Intermediates are largely similar to that

of the manufacture of Acephate Technical below.

• Cypermethric Acid Chloride (CMAC)

Carbon tetra chloride (‘CTC’) is condensed with acrylonitrile and the reaction mass is hydrolysed with sulphuric

acid. This is further chlorinated with thionyl chloride. The mass is condensed with isobutylene and the intermediate

substance obtained is filtered. The substance is reacted with catalyst and later with alkali followed by acid to

isolate CMA. Hexane is used as the solvent most of the times. CMA is chlorinated with thionyl chloride to give

CMAC, which is purified by distillation. Recover pure CMAC by distillation and packed in the drum for dispatch.

• Cypermethrin

The principal raw materials of Cypermethrin are Metaphenoxy Benzaldehyde (‘MPB’) and Cypermethric Acid

Chloride (‘CMAC’). These raw materials, together with sodium cyanide and hexane, a solvent, are mixed together

to produce Cypermethrin. The unreacted sodium cyanide, which is toxic, is first detoxified before it is discharged.

Hexane is also distilled through a distillation process. The remaining substance, which is Cypermethrin, is then

packed in drums and stored.

• MPB Alcohol (‘MPBA’)

MPB is hydrogenated with the help of hydrogen gas by using a catalyst. The substance is then filtered, which is

followed by a distillation process to produce MPBA.

• Imidacloprid

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The principal raw materials of imidacloprid are chloro-methyl pyridine (‘CCMP’), nitro imida zolidine (‘NII’) and

potassium hydroxide. CCMP is condensed with NII in a glass lined reactor. The mass is filtered and the Mother

Liquor (‘ML’) is removed. The substance undergoes a crystallisation process and the crystallised substances are

filtered and dried.

• Permethrin

Take Cypermethric Acid Chloride in the reactor. Add 3-phenoxy-benzyl alcohol slowly till reaction is completed at

30C. After completion of the reaction, give soda wash and water wash then remove water by distillation.

• Zeta Cypermethrin

Charge 65% cis Cypermethin and Mix Heptane to Crystallized Solid Cypermethrin at 4 to 6ºC Collect the Solid

Cypermethrin through filtration. In another reactor charge Solid Cypermethrin and Mix Haptane in presence of

catalyst to maintain 22 to 23ºC for 6hrs.

After reaction completion acidify with dil. Hydrochloric Acid and separate Aqs to ETP Recover Mix Haptane by

distillation and reuse in the process.

• Triclopyr Ester

Charge Butoxy ethanol, Monochloro Acetic Acid (MCA) and hexane and then remove the water by azeotropy

distillation. Distill out hexane and take crude in another reactor charge to Sodium Salt of HTCP, water, Soda Ash,

Sodium Chloride, catalyst and sodium bicarbonate, Heat the mass up to 65°C for 12 hrs. After reaction completion

add hexane and separate the aq. Layer and give water wash. Recover hexane by distillation and reuse in the process.

Distil out Triclopyr Ester under vacuum at high temp.

• Chlorpyriphos Technical

65% Sodium Salt of HTCP and Ethylene Dichloride as solvent are reacted in reactor. Diethyl Thionyl Phosphoryl

chloride is added slowly at 40C till reaction is completed. After completion of the reaction water wash is given,

after the water wash the mass is filtered and EDC is removed under vacuum to get 96% Chloropyrifos and then

packed in MS drums.

• 2 4 D Acid

Phenol is chlorinated using Chlorine gas in the presence of Catalyst to form 2 4 Di chloro phenol and 2 4 Di chloro

phenol is washed with water and then do reaction with Mono chloro acetic acid and c s lye to form 2 4 Di chloro

sodium salt and further 2 4 D sodium salt is Acidify by HCL to form 2 4 D Acid

• Profenofos

Ortho chloro phenol reacted with bromine in presence of catalyst at 45°C to form Bromo chloro phenol. Bromo

chloro phenol is reacted with O,O-diethyl thiophosphoryl chloride and sodium hydroxide in presence of catalyst to

form BCP Triester.

BCP Triester reacted with Trimethyl amine in presence of catalyst at 65°C to form TMA complex. TMA complex

reacted with n-propyl bromide in presence of catalyst at 65°C to form Profenofos, washed, excess n-Propyl bromide

distilled to obtain Profenofos, packed in drum for dispatch.

• Bifenthrin

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Charge the Cyhalothric Acid in Reactor. Start the addition of thionyl chloride at 30° C. Cook the mass for 2 hrs at

30°C. Check the unreacted Cyhalothric Acid. It should be less than 0.5 %. Distilled out the Hexane by vacuum

pump. We will get Cyhalothric Acid chloride.

Take Hexane solvent, Lambda Cyhalothric Acid Chloride, Bifenthrin Alcohol and Catalyst (4-DMAP) and Soda

Ash in the reactor. Maintain the mass up to 15C . After completion of the reaction mass heat up to 30 deg. then

separate the waste water and give HCL and NaOH wash and water wash .Separate organic layer and then cool the

mass for crystallization. Filter and dry the mass and packed in to drums.

• MPBD

➢ Metabromobenzaldehyde (MBB) Preparation:-

Benzaldehyde is reacted with Chlorine and Bromine in the presence of EDC (as solvent) and Aluminium

Chloride as catalyst .Then the reaction mass is drowned in chilled water containing HCl and Formic acid ;

and then washed with Sodium Thiosulphate solution . Crude MBB, thus obtained is further purified by

distillation.

➢ Metabromobenzaldehyde Acetal (MBBA) Preparation:-

MBB is reacted with MEG in the presence of PTSA (as catalyst) and Water formed is distilled off and pure

MBBA is obtained.

➢ Metaphenoxybenzaldehyde Acetal (MPBA) Preparation:-

First, Potassium Phenoxide is prepared by reacting Phenol with Potassium Hydroxide (KOH) in presence of

Toluene .Then Potassium Phenoxide is reacted with MBBA and MPBA is formed. Crude MPBA is purified

by Water washings.

➢ Hydrolysis:-

MPBA is hydrolyzed to MPB in presence of Water and Sulphuric acid. Crude MEG so obtained is purified

by distillation and recycled to MBBA preparation. The crude MPB is sent for final Purification.

➢ MPB Distillation / Purification:-

The crude MPB is subjected to high vacuum distillation and pure MPB is obtained, which is packed as

Finished Product.

• MPB Alcohol (‘MPBA’)

MPB is hydrogenated with the help of hydrogen gas by using a catalyst. The substance is then filtered, which is

followed by a distillation process to produce MPBA.

INSTALLED AND UTILISED CAPACITY

In Tonnes per annum

Segment

Fiscal 2021 Fiscal 2020

Capacity Capacity

utilization (%) Capacity

Capacity

utilization (%)

Pigments 33180 77% 33180 78%

Agrochemicals 49380 76% 32280 60%

Machineries

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The plant and equipment used in our production facilities comprise glass lined reactors, distillation vessels, filter

press, spin flash dryer, thermo pack (thermic fluid heater), steam boiler and power generators, rotary vacuum dryers,

acid treatment vessels, ball mills and kneaders. Most of the machinery used in our production facilities are

manufactured in India and are readily available from such manufacturers.

As some of our Agrochemical products share similar manufacturing steps, the equipment at our agrochemical

manufacturing facilities is not restricted to manufacturing of a singular product, but instead is multi-functional and

can be used in the manufacture of several products. However, some of our plants within the facilities are also

dedicated to single products.

Raw Materials

The key raw materials for Pigment segment are Phathlic Anhydride, Industrial Grade Urea and Cuprous Chloride.

The key raw materials for Agro Chemical segment are phenol, caustic , MCA, DETCL , Benzaldehyde Bromine etc.

We source our raw materials domestically as well as we also import our key raw materials. Our management

constantly explores possibilities for backward integration to reduce the dependency on import.

Power

Our power requirements for each of the manufacturing facility are as under:

Manufacturing Facility Power Load (in KV) Authority

GIDC-Vatva - (Pigment division) 1000 Torrent Power

GIDC-Panoli - (Pigment division) 4000 Dakshin Gujarat Vij Company Limited

Dahej SEZ-Dahej - (Pigment division) 4000 Torrent Power

GIDC Ankleshwar - (Agrochemical division) 2700 Dakshin Gujarat Vij Company Limited

GIDC Panoli - (Agrochemical division) 800 Dakshin Gujarat Vij Company Limited

GIDC Dahej - (Agrochemical division) 5500 Dakshin Gujarat Vij Company Limited

Our consumption of power vary accordingly to our production activity. Our Company has commissioned four

windmills of 2.1 MW each, two for each division i.e. Pigment Division and Agrochemical Division to reduce the

cost of power.

Water

Our water requirements for each of the manufacturing facility are as under:

Manufacturing Facility Supplied by Approx. Consumption (in KL

per day)

GIDC-Vatva - (Pigment division) GIDC Vatva 374

GIDC-Panoli - (Pigment division) GIDC Panoli 320

Dahej SEZ-Dahej - (Pigment division) Dahej SEZ 1000

GIDC Ankleshwar - (Agrochemical division) GIDC Ankleshwar 338

GIDC Panoli - (Agrochemical division) GIDC Panoli 12

GIDC Dahej - (Agrochemical division) GIDC Dahej 1099

Fuel

We do not require fuel in running of our existing facilities.

Environmental Clearance/Pollution Control Permission

80

Manufacturing Facility Authority Validity

GIDC-Vatva - (Pigment division) Gujarat Pollution Control Board 27.05.2022

GIDC-Panoli - (Pigment division) Gujarat Pollution Control Board 23.04.2023

Dahej SEZ-Dahej - (Pigment division) Gujarat Pollution Control Board 17.04.2023

GIDC Ankleshwar - (Agrochemical division) Gujarat Pollution Control Board 31.03.2025

GIDC Panoli - (Agrochemical division) Gujarat Pollution Control Board 12.07.2029

GIDC Dahej - (Agrochemical division) Gujarat Pollution Control Board 01.08.2025

For details of Environmental Clearance/Pollution Control Permission in respect of the Units, see “Government and

Other Statutory Approvals” on page 219.

COMPETITION

Pigments

The Pigments industry in India is competitive and fragmented with many companies involved in the manufacture

and export of Pigments. We also face competition from Pigments manufacturers based in other low-cost countries,

in particular the numerous manufacturers in China. However, we believe that while some of these companies in the

PRC do manufacture blue and green Pigments, most of these companies concentrate on producing Azo Pigments

(red, yellow and orange Pigments).

We believe that our well-equipped manufacturing facilities and capabilities help us compete with manufacturers in

India as well as overseas manufacturers by enabling us to meet the quality standards of our customers in USA,

Europe and Australia.

Our principal competitors for Pigments Green and Blue are Heubach Colour Limited and Phathalo Colours and

Pigments Limited, Pidilite Industries Limited, Colour Chem Limited, Mazda Industries Limited, Lona Industries

Limited.

Agrochemicals

The market for Agrochemical products is competitive both domestically and internationally. We face competition

in the market from leading Indian and multi-national brands as numerous manufacturers have produced products

similar to our products.

Our principal competitors for Agrochemicals segment include Gharda Chemicals Limited, Rallis India Ltd., Tagros

Limited, United Phosphorous Limited, Cheminova Limited, Heranba Industries Limited.

Our well-integrated manufacturing base, well-balanced plant capacities & layouts at multiple plant locations,

optimized use the manufacturing capacities, strong pool of product basket & capability to develop newer

molecules backed up by inhouse product development efforts and our product reach & distribution which are well

diversified geographically with presence in almost every continent helps us to deal and mitigate our competition.

SALES AND MARKETING

We sell our Pigment and Agrochemical products through direct sales as well as distributors and dealers. We have a

distribution network of ~400 marquee clients worldwide catering to our overseas markets for our Pigments and

Agrochemical products, and a chain of over 3,000 distributors and dealers covering the domestic market in India.

We typically do not have any exclusive arrangements with our distributors and agents, as we do not want to be

over-dependent on any single distributor or agent.

We sell our Pigment to Printing Ink, Paints and Coatings, Plastic & Rubber Industries. We sell our Pesticide

Intermediates and Technical Grade Pesticides in bulk packing such as in steel drums to Technical Grade Pesticides

manufacturers and formulators respectively. Our Pesticide Formulations are sold in bulk packing directly to our

institutional customers who are formulators. In addition, we also sell our Pesticide Formulations in small packing

to our retail customers through our agents and distributors under our own brand name; or directly to our

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institutional customers where we may, at the request of these customers, also affix their brand names on the small

packing for their resale.

Our marketing efforts for Pigment products are led by our Executive Director - Anand Patel and COO - Dashan

Patel while our CEO - Ankit Patel oversees the marketing of our Agrochemical products. Our Director, COO and

CEO is supported by a specialized team of Pigment and Agrochemical marketing. Nilesh Chawak heads our

Pigment – Domestic Market while Sunil Dasilva heads our Pigment – International Market. Further, M P Punia

heads the Agrochemical – Domestic market and Amit Talesara heads the Agrochemical - International Marketing.

The Pigment and Agrochemicals heads are additionally supported by 15 and 150 team members respectively.

Our Directors and our marketing team regularly visit our key customers to maintain close contact with them, and to

be kept informed of the latest developments and their needs. To ensure that the quality of our products consistently

meets the requirements of our existing customers, we hold regular feedback sessions with them to share ideas and

to obtain feedback on our performance. This active engagement with our customers has been vital in helping us to

secure repetitive orders. To secure new customers, our Directors and our marketing team regularly make sales calls

on our potential customers to keep abreast of their needs and position ourselves to meet their needs. Our marketing

department also maintains open communication channels with our dealers and receive feedback on a continuous

basis. We also participate actively in international trade shows and exhibitions such as China Coats & Asia Pacific

Coating, the European Coating show and the Middle East coating show for our Pigments business and British Crop

Protection Conference and International Crop Science conference for our Agrochemicals business. Through these

international trade shows and exhibitions, we establish contacts with potential customers and engage them for plant

visits in India which provide us with the opportunity to demonstrate our range of products and our production

facilities. This, we believe, is an important initiative in marketing to potential overseas customers.

QUALITY ASSURANCE

Our Company has a team of dedicated, well qualified and experienced technical persons for quality assurance and

quality control. Our Company has in place a Quality System Manual detailing out broad guidelines for quality

control procedures that is strictly adhered to by the Company to maintain the quality of our products. We are an ISO

9001 ISO 14001 and ISO 45001 certified Company which indicates our commitment to the highest standards of

Quality.

HUMAN RESOURCES

We consider our employees as a key factor to our success. We encourage our employees to be focused and customer

driven. We have created a culture that attracts people with multidimensional skills and experiences. Our senior

management team combines extensive experience in the chemical industry. Our Company holds training sessions on

periodic basis to develop and enhance the skills of our employees.

As of March 31, 2021, we have 1,873 permanent employees across different departments. Further, we also employ

persons on contract basis from time to time.

PROPERTY

The following are the details of properties used for our manufacturing purposes:

Sr. No. Location Area sq. mt. Freehold/Leasehold Usage

GIDC – Ankleshwar - Agrochemical Division

1. Plot No. 5029 1050 Leasehold Land Factory premises







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Sr. No. Location Area sq. mt. Freehold/Leasehold Usage

GIDC – Dahej - Agrochemical Division

1. Plot N0.CH1 & 2A 50000 Leasehold Land Factory premises

2. Plot N0. D 2/CH 10 100000 Leasehold Land Factory premises

GIDC - Panoli – Agrochemical Division

1. Plot No. 22/2 , 14195 Leasehold Land Factory premises

2. Plot No. 22/1 34450 Leasehold Land Factory premises

GIDC - Vatva – Pigment Division

1. GIDC Plot No 168 1293 Leasehold Land Factory premises







8. GIDC Plot No 402 F 1470 Leasehold Land Factory premises

GIDC - Panoli– Pigment Division

1 Plot No. 20 34440 Leasehold Land Factory premises

2 Plot No. 21, 30212 Leasehold Land Factory premises

3 Plot No. 21/1 34350 Leasehold Land Factory premises

Dahej SEZ Limited - Dahej - Pigment Division

1 Plot No. Z- 31 & 32 86228 Leasehold Land Factory premises

Our leases with GIDC typically run for a period of 99 years from their commencement.

Further, we also own plot no. 385, 387A (Old No. 398), 393 to 399, 402 to 406 and 452 to 455 total admeasuring

2,44,793 sq. mtr. at village Chharodi, Taluka Sanand, District Ahmedabad, Gujarat wherein on a part of it our R&D

facility is located while the remaining land is lying vacant.

INSURANCE

Our operations are subject to hazards inherent to a manufacturing company such as risk of equipment failure, work

accidents, fire, earthquake, flood and other force majeure events, acts of terrorism and explosions including hazards

that may cause injury and loss of life, severe damage to and the destruction of property, stocks, equipment and

environmental damage. We also maintain workmen’s compensation policies wherever required as well as group

insurance policies for our permanent employees. Although we consider our insurance coverage to be of a type and

level that is economically prudent, we cannot assure that we will be able to maintain insurance at rate which we

consider commercially reasonable or that such coverage will be adequate to cover any claims that may arise.

Overall, we generally maintain insurance covering our assets and operations at levels that we believe to be

appropriate for our business.

INFORMATION TECHNOLOGY

Information technology is an essential element of our operations infrastructure. We invest in information technology

as its use directly lowers cost, enable scaling operations, improves efficiency, reduces business continuity risks and

enables a secure enterprise. We are currently using SAP ERP software package across all our locations. The same

was implemented from FY 2008-09.

INTELLECTUAL PROPERTY

As on the date of this Information Memorandum, our logo and name, viz. “MOL” and “Meghmani” have been

registered as trademarks. For further details of the intellectual property owned by our Company, see “Government

and Other Statutory Approvals” on page 219.

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Further, as on March 31, 2021, we have ~370 export registrations and ~310 CIB registrations of our Agrochemical

products.

CORPORATE SOCIAL RESPONSIBILITY

We believe in corporate responsibility and contributing to the communities in which we operate. While being

focussed on sustained financial performance, we are also aware of the necessity and importance of social

stewardship. For the Fiscals 2021 and 2020, our contribution towards CSR has been ₹476.06 lakhs and ₹134.01

Lakhs. As a part of the CSR initiatives, we have continued our social development schemes which has larger impact

on the Society and covers the broad thematic areas of education and improving health care facility. The Company

has partnered with Government of Gujarat in improving health care facility during Covid-19 pandemic situation and

has bagged appreciation as “Best Company for CSR Activity” in the State of Gujarat. The Corporate Social

Responsibility Committee of our Board is entrusted with the primary responsibility of formulating the CSR

initiatives of our Company. For further details in relation to the constitution of the Corporate Social Responsibility

Committee and their terms of reference, see “Our Management – Corporate Social Responsibility Committee” on

page 93.

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OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS

Brief history of our Company

Our Company was originally incorporated as “Meghmani Organochem Limited” on October 15, 2019 under the

Companies Act, 2013 in the state of Gujarat vide Certificate of Incorporation issued by the Central Registration

Centre, Registrar of Companies on behalf of the Registrar of Companies, Gujarat (“RoC”). Our Company filed

declaration of commencement of business with the RoC on December 31, 2019. Our Company was incorporated as

a wholly owned subsidiary of erstwhile Meghmani Organics Limited.

Registered & Corporate Office – 1st to 3rd Floor, Near Raj Bunglow, Near Safal Profitaire, Prahlad Nagar,

Satellite, Ahmedabad – 380015, Gujarat, India

Change in name of our Company

Pursuant to the Scheme, the name of our Company is changed to “Meghmani Organics Limited” pursuant to receipt

of certificate of incorporation consequent upon change of name dated August 03, 2021 from the RoC.

Change in address of Registered Office of our Company

There has been no change in address of registered office of our Company since incorporation.

Main Objects of our Company

The main objects of our Company as per Clause III of Memorandum of Association are as under –

1. To carry on India or elsewhere the business as manufacturers, processors, importers, exporters, buyers, sellers,

dealers, Consignors, consignees, agent, stockist, suppliers, of all kinds, types and nature of Pigments, Dyes,

Chemicals, Auxiliaries, Agro Chemicals its Intermediates, basic chemicals, including but without limiting the

generality of foregoing, heavy chemicals, fine chemicals, organic and inorganic chemicals, flouro chemicals,

specialty chemicals, acids, alkalizes, industrial chemicals, laboratory chemicals, fatty acids, and other allied

chemicals used in manufacturing pesticides, insecticides, herbicides, fungicides, germicides, weedicides and

implementation of the Turnkey Project of Pigment, Dyes, Agrochemicals and its intermediates;

2. To carry on business as producers, importers, exporters, buyers, sellers, manufacturers, stockists, agents and

brokers of coal, coke, charcoal, petroleum-coke, copper, iron, ore bauxite, kyanite, fire clay, chine-clay, salt,

sodium chlorides, calcium phosphate, nickel beryllium, uranium, zinc, lead, asbestos, tin alumina, mercury,

silicon, sulphur, graphite, brass aluminium, silica and betonies, quartz, dextrin, magnetite, dolomite, Ferro-

alloys, corundum, manganese, mica, gypsum, garnet, emerald and other minerals and to act as metal founders,

manufacturers, agent and dealers of metal sheets, wires, squares, plates, metal foils, pipes, tubes, ingots, billets,

circles bars, beams, circle angles, structures, coils, ferrous, non-ferrous metals, utensils, decorative and art

materials;

3. To work mines or quarries and to find, win, get, work, crush, smelt, manufacture or otherwise deal with chalk,

clay, ores and generally to carry on the business of mining of all branches.

Amendments to the MOA of our Company since incorporation

Sr.

No.

Date of

approval by

shareholders

Clause

Amended Nature of amendment

1. May 3, 2021

Clause V

Authorized Share

Capital

Sub-division of share capital from ₹5,00,000 divided into 50,000

Equity Shares of ₹10 each to ₹5,00,000 divided into 5,00,000

Equity Shares of ₹1 each

2. May 3, 2021 Clause V

Authorized Share

Increase in authorized share capital from ₹5,00,000 divided into

5,00,000 Equity Shares of ₹1 each to ₹11,50,00,000 divided into

85

Sr.

No.

Date of

approval by

shareholders

Clause

Amended Nature of amendment

Capital 11,50,00,000 Equity Shares of ₹1 each

3. May 7, 2021

Clause V

Authorized Share

Capital

Increase in authorized share capital from ₹11,50,00,000 divided

into 11,50,00,000 Equity Shares of ₹1 each to ₹37,00,00,000

divided into 37,00,00,000 Equity Shares of ₹1 each

4. August 3,

2021

Clause I

Name Clause

The name of our Company changed to “Meghmani Organics

Limited”

Key Events and Milestones in the History of our Company

The following table sets forth the key events and milestones in the history of our Company, since incorporation:

Year Event

2019 Incorporation of our Company as wholly-owned subsidiary of erstwhile Meghmani Organics Limited

and commencement of business by our Company

2021 Sanction of the Scheme

Awards, Accreditations or Recognitions

Our Company has received the following awards, accreditations and recognitions:

1. ISO 9001:2000 certification for quality system for our manufacturing facility situated Vatva

2. ISO 9001-2015, ISO 14001-2015 and ISO 45001-2018 certifications for our manufacturing facilities at Panoli

3. QMS - ISO 9001-2015, EMS - ISO 14001-2015 and OH & S - ISO 45001-2018 certifications for our

manufacturing facilities at GIDC Ankleshwar

4. 4 Star Export House recognition by Directorate General of Foreign Trade, Government of India

5. Best Company for CSR Activity in the State of Gujarat

Other details regarding our Company

For details regarding the description of our Company’s profile, activities, marketing, location of plants, capacity

built – up, management, managerial competence, technology, market, environmental issues etc. wherever applicable,

see the chapters titled “Our Business”, “Financial Statements” and “Government and Other Statutory Approvals”

beginning on pages 66, 121 and 219 respectively.

Time and Cost Overrun

Our Company has not experienced any significant time and cost overrun in relation to setting up our projects.

Defaults or Rescheduling of Borrowings with Financial Institutions/ Banks

There are no defaults or rescheduling of borrowings from financial institutions or banks in relation to our Company.

Revaluation of assets

Our Company has not revalued its assets since incorporation and has not issued any Equity Shares by capitalizing

any revaluation reserves.

Holding Company

As of the date of this Information Memorandum, our Company does not have any holding company.

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Subsidiary of Our Company

As on the date of this Information Memorandum, our Company has 4 (Four) subsidiaries, viz, -

1. Meghmani Synthesis Limited;

2. Meghmani Organics USA INC;

3. P T Meghmani Organics Indonesia; and

4. Meghmani Overseas FZE.

The brief details of subsidiaries are as under:

Name of Subsidiary Meghmani

Synthesis Limited

Meghmani

Organics USA

INC

P T Meghmani

Organics

Indonesia

Meghmani Overseas

FZE

Nature of Business Manufacturing of

chemicals

Trading of

pigments and

agrochemicals

No business

activities

Trading of

agrochemicals

Capital Structure Authorized Capital

₹5,00,000 divided

into 50,000 equity

shares of ₹10/- each

Issued and Paid up

Capital

₹5,00,000 divided

into 50,000 equity

shares of ₹10/- each

Authorized Capital

10,00,000 Shares

of Common Stock

of $1.00 each

Issued and Paid up

Capital

$ 2,92,500 divided

into 2,92,500

Shares of Common

Stock of $1.00

each fully paid up

Authorized Capital

$2,50,000 divided

into 2,50,000 equity

shares of $ 1 each

Issued and Paid up

Capital

$2,50,000 divided

into 2,50,000 equity

shares of $ 1 each

Authorized Capital

AED 35,000 divided

into 1 share of AED

35,000

Issued and Paid up

Capital

AED 35,000 divided

into 1 share of AED

35,000

Shareholding of the

Company 100% 100% 100% 100%

Accumulated Profits

or Losses not

accounted for by the

Company

Nil Nil Nil Nil

Joint Ventures of Our Company

As on the date of this Information Memorandum, our Company has not entered into any Joint Venture.

Strikes and Lock-Out

Our Company has not experienced any strike, lock-outs or labour unrest in the past.

Acquisition of Businesses / Undertakings

Our Company has not made any material acquisitions or divestments of businesses / undertakings since

incorporation.

Mergers and Amalgamation

There has been no merger or amalgamation of business or undertakings in the history of our Company except as

disclosed below:

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Composite Scheme of Arrangement under the provisions of sections 230 to 232, read with section 66 and other

applicable provisions of the Companies Act, 2013 between Meghmani Organics Limited, Meghmani Organochem

Limited, Meghmani Finechem Limited and their respective shareholders and creditors, as sanctioned by Hon’ble

NCLT, Ahmedabad Bench vide its order dated May 3, 2021.

The salient features of the said Scheme are set forth hereunder:

Sr.

No. Particulars Details

1. “Demerged Company” or

“Transferor Company”

Erstwhile Meghmani Organics Limited

2. “Resulting Company” Our Company, i.e., Meghmani Organics Limited (formerly known as

Meghmani Organochem Limited)

3. “Transferee Company” Meghmani Finechem Limited

4. Appointed Date April 01, 2020

5. Rationale for the Scheme See the chapter titled “Objects and Rationale of the Scheme” on page 48.

6. Feature of the Scheme

a) Demerger of Agrochemical and Pigment Undertaking (as defined in the

Scheme) from erstwhile Meghmani Organics Limited into our Company;

b) Change of terms of Optionally Convertible and Redeemable Preference

Shares (“OCRPS”) issued by Meghmani Finechem Limited and c)

Amalgamation of Remaining Business Undertaking (as defined in the

Scheme) of erstwhile Meghmani Organics Limited with Meghmani

Finechem Limited and various other matters consequential or otherwise

integrally connected therewith

7. Date of Approval of

Scheme by NCLT May 3, 2021

8. Effective Date May 10, 2021

9. Record Date May 19, 2021

10. Exchange Ratio

a) For Demerger – 1 Equity Share of our Company for every 1 equity

share held by shareholders in erstwhile Meghmani Organics Limited;

b) For Amalgamation – 94 equity shares of Meghmani Finechem

Limited for every 1,000 equity shares held by shareholders in

erstwhile Meghmani Organics Limited

11.

No. of Shares Issued in

terms of Scheme by our

Company

25,43,14,211 Equity Shares

Shareholders Agreements

As on the date of the Information Memorandum, our Company has not entered into any shareholders’ agreement.

Other Material Agreements

Our Company has not entered into any agreements/arrangements otherwise than in the normal course of business of

our Company or at any time during two years preceding the date of this Information Memorandum.

Agreements with key managerial personnel or a Director or Promoters or any other employee of the

Company

There are no agreements entered into by Key Managerial Personnel or a Director or Promoters or any other

employee of the Company, either by themselves or on behalf of any other person, with any shareholder or any other

third party with regard to compensation or profit sharing in connection with dealings in the securities of the

Company.

Strategic and Financial Partners

As on the date of this Information Memorandum, our Company does not have any Strategic and Financial Partner(s).

88

KEY REGULATIONS AND POLICIES

The following is an overview of certain key laws and regulations in India which are applicable to the operations of

our Company and the Subsidiary. The information available in this chapter has been obtained from various

legislations, rules and regulations made thereunder and other regulatory requirements available in the public

domain. The description of laws and regulations set out below may not be exhaustive and is only intended to provide

general information to the investors and are neither designed nor intended to substitute for professional legal

advice. The statements below are based on the current provisions of the Indian law and the judicial, regulatory and

administrative interpretations thereof, which are subject to change or modification by subsequent legislative

actions, regulatory, administrative, quasi-judicial, or judicial decisions.

BUSINESS/INDUSTRY SPECIFIC LEGISLATIONS

1. The Insecticides Act, 1968 (the “Insecticides Act”)

The Insecticides Act, inter alia, regulates registration, licensing and quality control of insecticides. Any person who

desires to import or manufacture any insecticide is required to apply to the registration committee under the

Insecticides Act, for the registration of such insecticide and there shall be separate application for each insecticide.

Further, any person who desires to manufacture or sell, stock or exhibit for sale or distribute any insecticide, or to

undertake commercial pest control operations with the use of any insecticide may make an application to the

licensing officer for the grant of a license under the Insecticides Act. The license granted may be revoked or

suspended, inter alia, for misrepresentation of an essential fact or failure to comply with the conditions subject to

which the license was granted. If the use of an insecticide or a batch thereof is likely to lead to such risk to human

beings or animals, the Central Government or the relevant State Government may prohibit its sale, distribution or

use, by notification, for a specified period. Contravention of the Insecticides Act is punishable with imprisonment or

fine or both, with reinforced punishment for repeated offences. We are also required to comply ith Insecticides

Rules, 1971 made under the Insecticides Act.

In addition, the Pesticide Management Bill, 2020 introduced in the Rajya Sabha is proposed to be the successor to

the Insecticides Act. It includes provisions for manufacture, import, packaging, labelling, pricing, storage,

advertisement, sale, transport, distribution and disposal of pesticides, amongst other provisions.

2. The Poisons Act, 1919 (“Poisons Act”)

The Poisons Act enables State Governments to grant licenses for the possession, sale, wholesale or retail and fixing

of the fee, if any, of poisons. The Poisons Act also enables State Governments to regulate the classes of persons to

whom such license may be granted, the maximum quantity of poison which may be permitted to be sold, etc.

3. The Explosives Act, 1884 (“Explosives Act”) and the Explosives Rules, 2008 (“Explosives Rules”)

The Explosives Act and the Explosives Rules regulates the manufacture and use of explosives in India by licensing

the possession, sale, transportation, manufacturing, export and import of explosives. In terms of the Explosive Rules,

a person is required to obtain a license from the District Magistrate, Controller of Explosives, or Chief Controller of

Explosives (“Licensing Authority”), depending upon the category of explosives, for the manufacture, possession,

sale, transport, export and import of explosives. A license may be revoked by the Licensing Authority, on grounds

of, among others, breach of terms of grant of the license, for public peace or security, license being obtained by

fraud or suppression of material information, ceasing to have lawful possession of licensed premises or cancellation

of no-objection certificate by the authority issuing the same, or the district magistrate or the state government.

Extensive penalty provisions have been provided for manufacture, import or export, possession, usage, selling or

transportation of explosives in contravention of the Explosives Act.

89

4. Indian Boilers Act, 1923 (“Boilers Act”) and Indian Boiler Regulations, 1950 (“Boilers Regulations”)

The Boilers Act and the Boilers Regulations seeks to regulate the operation of steam boilers. Under the provisions of

the Boilers Act, an owner of a boiler is required to obtain a registration certificate and certificate of use of boiler

from the chief inspector of boiler (“Chief Inspector”) and comply with the safety standards prescribed therein to the

satisfaction of the Chief Inspector. Such certificate of use is granted for a maximum period of 12 months and is

required to be renewed by application to the Chief Inspector before the expiry of the certificate. The Boilers Act also

provides for penalties in case is a boiler is used illegally or without a certificate.

5. Electricity Act, 2003 (“Electricity Act”) and Electricity Rules, 2005 (“Electricity Rules”)

The Electricity Act is the central legislation which covers, among others, generation, transmission, distribution,

trading and use of electricity. The Electricity Act and the Electricity Rules provides for the installation and

regulation of “captive generating plant” and provide the necessary approvals which have to be taken from authorities

for such installation. The Draft Electricity (Amendment) Bill, 2020 is sought to be enacted to amend certain

provisions of the Electricity Act.

6. The Legal Metrology Act, 2009 (“LM Act”)

The LM Act seeks to establish and enforce standards of weights and measures, regulate trade and commerce in

weights, measures and other goods which are sold or distributed by weight, measure or number and for matters

connected therewith or incidental thereto. The LM Act provides for (i) appointment of Government approved test

centres for verification of weights and measures, (ii) nomination of a person by the company who will be held

responsible for breach of provisions under the LM Act, (iii) requirement of licenses for companies in order to

manufacture and sell products, and (iv) stringent punishment for violation of provisions. The Legal Metrology

(Packaged Commodities) Rules, 2011 regulate pre-packaged commodities in India and among others, mandate

certain labelling requirements prior to sale of such commodities.

7. The Public Liability Insurance Act, 1991 (“PLI Act”) & the Public Liability Insurance Rules, 1991

The PLI Act imposes liability on the owner or controller of hazardous substances for any damage arising out of an

accident involving such hazardous substances. A list of hazardous substances covered by the legislation has been

enumerated by the government by way of a notification. Under the law, the owner or handler is also required to take

out an insurance policy insuring against liability. The Rules made under the PLI Act mandate the employer to

contribute towards the Environmental Relief Fund a sum equal to the premium paid on the insurance policies.

Labour Laws

8. The Factories Act, 1948 (“Factories Act”)

The term “factory”, as defined under the Factories Act, means any premises which employs or has employed on any

day in the previous 12 months, 10 or more workers and in which any manufacturing process is carried on with the

aid of power, or any premises wherein 20 or more workmen are employed at any day during the preceding 12

months and in which any manufacturing process is carried on without the aid of power. Each state government has

issued rules in respect of the prior submission of plans and their approval for the establishment of factories and

registration and licensing of factories. In order to commence operations as a factory, prior approval for the plan of

the factory is required. Once the factory plan has been approved by the state inspector of factories, the factory is

required to register itself with the respective state factory department. On receipt of the factory plan and subsequent

registration, an application for a license to operate a factory must be made to the state factory department. The

Factories Act requires the “occupier” of a factory, i.e. the person who has the ultimate control over the affairs of the

factory and in case of a company, any one of the directors, to ensure the health, safety and welfare of all workers in

the factory premises. Further, the “occupier” of a factory is also required to ensure (i) the safety and proper

maintenance of the factory such that it does not pose health risks to persons in the factory premises, (ii) the safe use,

handling, storage and transport of factory articles and substances, (iii) provision of adequate instruction, training and

supervision to ensure workers’ health and safety, and (iv) cleanliness and safe working conditions in the factory

90

premises. If there is a contravention of any of the provisions of the Factories Act or the rules framed thereunder, the

occupier and manager of the factory may be punished with either imprisonment or fine or both.

9. Other labour law legislations

Various other labour and employment related legislation that may apply to our operations, from the perspective of

protecting the workers’ rights and specifying registration, reporting and other compliances, and the requirements

that may apply to us as an employer, would be the followings:

1. Contract Labour (Regulation and Abolition) Act, 1970.

2. Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.

3. Employees’ State Insurance Act, 1948.

4. Minimum Wages Act, 1948.

5. Payment of Bonus Act, 1965.

6. Payment of Gratuity Act, 1972.

7. Payment of Wages Act, 1936.

8. Maternity Benefit Act, 1961.

9. Industrial Disputes Act, 1947.

10. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

11. The Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979.

12. The Industries (Development and Regulation) Act, 1951.

13. Employees’ Compensation Act, 1923.

14. The Industrial Employment Standing Orders Act, 1946.

15. The Child Labour (Prohibition and Regulation) Act, 1986.

16. The Equal Remuneration Act, 1976.

17. The Trade Unions Act, 1926 and the Trade Union (Amendment) Act, 2001.

18. Building and Other Construction Workers Regulation of Employment and Conditions of Service Act, 1996.

19. The Code on Wages, 2019*.

20. The Occupational Safety, Health and Working Conditions Code, 2020**.

21. The Industrial Relations Code, 2020***.

22. The Code on Social Security, 2020****.

*The Government of India enacted “The Code on Wages, 2019” which received the assent of the President of India

on August 8, 2019. The provisions of this code will be brought into force on a date to be notified by the Central

Government. It proposes to subsume four separate legislations, namely, the Payment of Wages Act, 1936, the

Minimum Wages Act, 1948, the Payment of Bonus Act, 1965 and the Equal Remuneration Act, 1976.

**The Government of India enacted “The Occupational Safety, Health and Working Conditions Code, 2020” which

received the assent of the President of India on September 28, 2020. The provisions of this code will be brought into

force on a date to be notified by the Central Government. It proposes to subsume several separate legislations,

including the Factories Act, 1948, the Contract Labour (Regulation and Abolition) Act, 1970, the Inter-State

Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979 and the Building and Other

Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996.

***The Government of India enacted “The Industrial Relations Code, 2020” which received the assent of the

President of India on September 28, 2020. The provisions of this code will be brought into force on a date to be

notified by the Central Government. It proposes to subsume three separate legislations, namely, the Industrial

Disputes Act, 1947, the Trade Unions Act, 1926 and the Industrial Employment (Standing Orders) Act, 1946.

****The Government of India enacted “The Code on Social Security, 2020” which received the assent of the

President of India on September 28, 2020. The provisions of this code will be brought into force on a date to be

notified by the Central Government. It proposes to subsume several separate legislations including the Employee’s

Compensation Act, 1923, the Employees’ State Insurance Act, 1948, the Employees’ Provident Funds and

Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961, the Payment of Gratuity Act, 1972, the

Building and Other Construction Workers’ Welfare Cess Act, 1996 and the Unorganised Workers’ Social Security

Act, 2008.

91

Environmental legislations

10. Environment Protection Act, 1986 (“Environment Protection Act”) and Environment Protection Rules, 1986

(“EP Rules”)

The Environment Protection Act has been enacted with the objective of protecting and improving the environment

and for matters connected therewith. In accordance with the Environment Protection Act, the Central Government

has been given the power to take all such measures for the purpose of protecting and improving the quality of the

environment and to prevent, control and abate environmental pollution. Further, the Central Government has been

given the power to give directions in writing to any person or officer or any authority for any of the purposes of the

Environment Protection Act, including the power to direct the closure, prohibition or regulation of any industry,

operation or process. Further, the EP Rules provide for, among others, standards for emissions or discharge of

environmental pollutants, prohibitions and restrictions on the location of industries and the carrying on processes

and operations in different areas, procedure for submission of samples for analysis and functions of environmental

laboratories.

11. Air (Prevention and Control of Pollution) Act, 1981(“Air Act”)

The Air Act requires that any industrial plant emitting any air pollutant into the atmosphere must apply in a

prescribed form and obtain consents from the state pollution control boards prior to establishment of the plant and

commencement of operations in the plant. The consent may contain conditions relating to specifications of pollution

control equipment to be installed.

12. Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”)

The Water Act prohibits the use of any stream or well or sewer or land for the disposal of any poisonous, noxious or

polluting matter, in violation of the standards set out by the concerned pollution control board. The Water Act also

provides that the consents of the concerned pollution control board must be obtained prior to establishment and

commencement of, among others, any industry, operation or process, which are likely to discharge sewage or trade

effluent.

13. Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (“Hazardous Waste

Rules”)

An “occupier” has been defined under the Hazardous Waste Rules, in relation to any factory or premises, as any

person who has control over the affairs of the factory or premises and includes any person in possession of

hazardous or other waste. In terms of the Hazardous Waste Rules, occupiers have been, among others, made

responsible for safe and environmentally sound handling of hazardous and other wastes generated in their

establishments and are required to obtain license/authorization from concerned pollution control boards, for

handling, generating, collecting, processing, treating, packaging, storing, transporting, using, recycling, recovering,

pre-processing, co-processing, offering for sale, or the like of the hazardous and other wastes.

14. Tax related legislations

The tax related laws that are applicable to us include the Income-tax Act, 1961, Income Tax Rules, 1962, goods and

services tax legislation comprising Central Goods and Services Tax Act, 2017, Integrated Goods and Services Tax

Act, 2017, the respective states’ Goods and Services Tax Act, 2017 and various rules and notifications thereunder

and as issued by taxation authorities.

92

15. Foreign exchange laws

The foreign exchange laws that are applicable to us include the Industrial Policy, 1991 of the Government of India,

the FEMA and the relevant rules thereunder, and the Consolidated FDI Policy.

In addition to the above, our Company among other things, comply with the provisions of certain other legislations

including the Trade Marks Act, 1999, the Gas Cylinders Rules, 2016, the Explosives Rules, 2008, the Ammonium

Nitrate Rules 2012, the Manufacture, Storage and Import of Hazardous Chemical Rules, 1989, the Noise Pollution

(Regulation and Control) Rules, 2000, the E-Waste (Management) Rules, 2016, shops and establishments

legislations and fire control and safety rules and regulations in various states where we own, maintain and operate

our establishments.

93

OUR MANAGEMENT

Board of Directors

In terms of the AOA, our Company is required to have not less than 3 (three) Directors and not more than 15

(fifteen) Directors.

Currently, our Company has 10 (Ten) Directors on the Board out of which 5 (Five) are Executive Directors and 5

(Five) are Independent Directors including one Woman Director. The composition of the Board of Directors is

governed by the provisions of the Companies Act and the SEBI Listing Regulations. The following table sets forth

details regarding our Board as on the date of this Information Memorandum:

Sr.

No.

Name, Designation, Address, Date of Birth,

DIN, Occupation, Current Term, Period of

Directorship and Nationality

Age Other Directorships

1 Name: Jayantibhai Meghjibhai Patel

Designation: Executive Chairman

Address: 359, Lane No. 18, Satyagrah

Chhavni Society, Satellite Road, Ahmedabad-

380015, Gujarat, India

Date of Birth: March 01, 1952

DIN: 00027224

Occupation: Business

Current Term: 5 (Five) years from June 1,

2021

Period of Directorship: Since incorporation

Nationality: Indian

69 1. Meghmani Synthesis Limited

2. Meghmani Chemicals Limited

3. Alkali Manufacturers Association of India

2 Name: Ashishbhai Natawarlal Soparkar

Designation: Managing Director

Address: 13/246, Satyagrah Chhavni Society,

Satellite Road, Ahmadabad City, Ahmadabad

– 380 015, Gujarat, India

Date of Birth: December 25, 1952

DIN: 00027480



2021


Nationality: Indian



94

Sr.

No.





3 Name: Natwarlal Meghjibhai Patel

Designation: Managing Director

Address:6-B, Ashok Vatika No. 1, Opp. Ekta

Farm, Ambli Bopal Road, Bodakdev,

Ahmedabad – 380 058, Gujarat, India

Date of Birth: June 01, 1953

DIN: 00027540



2021


Nationality: Indian



3. Crop Care Federation of India

4. Meghmani Industries Limited

4 Name: Rameshbhai Meghjibhai Patel

Designation: Executive Director

Address: 54, Shreenath Park, B/H Manek

Baug Society, Ambawadi, Ahmedabad – 380

015, Gujarat, India

Date of Birth: March 01, 1956

DIN: 00027637



2021


Nationality: Indian



5 Name: Anandbhai Ishwarbhai Patel

Designation: Executive Director

Address: Bunglow No-6, Shivalik Green,

Dev Kutir-3, Behind Santur Bunglow, Ambli

Bopal, Ambli, Ahmedabad- 380 058, Gujarat,

India

Date of Birth: September 17, 1962


2. Novel Spent Acid Management

95

Sr.

No.





DIN: 00027836



2021


Nationality: Indian

6 Name: Manubhai Khodidas Patel

Designation: Independent Director

Address: 141, Chittvan Bunglows, Bopal,

Gala Club Road, Ahmedabad – 380 058,

Gujarat, India

Date of Birth: November 06, 1950

DIN: 00132045

Occupation: Professional

Current Term: 5 (Five) years from May 5,

2021

Period of Directorship: Since May 5, 2021

Nationality: Indian

70 1. Meghmani Finechem Limited

2. Acme Diet Care Private Limited


4. Dialforhealth Unity Limited

5. Digicare Healthcare Solutions Private

Limited

6. Cliantha Research Limited

7. GVFL Trustee Company Private

Limited

8. Vytal Healthtech Private Limited

7 Name: Urvashi Dhirubhai Shah


Address: 26, Akashneem Bunglows,

Vastrapur Road, Nehru Foundation,

Vastrapur, Bodakdev, Ahmedabad – 380 054,

Gujarat, India

Date of Birth: February 19, 1956

DIN: 07007362



2021


Nationality: Indian

65 1. Jhajjar Power Limited

96

Sr.

No.





8 Name: Palakodeti Venkatramana Bhaskar

Rao


Address:235, Arcadia Road #03-02,

Singapore, 289843

Date of Birth: June 30, 1958

DIN: 08058946



2021


Nationality: Singapore

63 No other Directorship

9 Name: Ching Seng Liew


Address:15, Toh Crescent, Singapore,

507923

Date of Birth: February 12, 1956

DIN: 08065615



2021


Nationality: Singapore

65 No other Directorship

10 Name: Prof. (Dr.) Ganapathi Dadasaheb

Yadav


Address: Flat No - 1201, A Wing, Plot No-

11,12,13, Palm Springs CHSL, Near Peer

Sayyad Badshah Udyan, Sector - 7, Airoli,

Navi Mumbai, Thane - 400708, Maharashtra,

India

Date of Birth: September 14, 1952

69 1. Aarti Industries Limited

2. Godrej Industries Limited

3. Bhageria Industries Limited

4. Clean Science and Technology Limited

97

Sr.

No.





DIN: 02235661

Occupation: Professor


2021


Nationality: Indian

Brief Profile of our Directors

Jayantibhai Meghjibhai Patel, aged 69 years, is the Executive Chairman and one of the Promoters of our

Company. He holds a degree of Bachelor of Chemical Engineering from Maharaja Sayajirao University, Baroda. He

has experience of more than 45 years in the Dyes and Pigments Industry and more than 25 years in the

Agrochemicals Industry. He was one of the founding members and executive chairman of erstwhile Meghmani

Organics Limited, the Demerged Company. He was also on the board of Meghmani Finechem Limited, Meghmani

Chemtech Limited, Trience Speciality Chemicals Private Limited, Meghmani Labchem Private Limited, Meghmani

Agrochemicals Private Limited, Meghmani Energy Limited, and Fidelity Export Private Limited.

Ashishbhai Natawarlal Soparkar, aged 68 years, is the Managing Director and one of the Promoters of our

Company. He holds a degree of Bachelor of Chemical Engineering from Maharaja Sayajirao University, Baroda. He

has experience of more than 45 years in the Dyes and Pigments Industry and more than 25 years in the

Agrochemicals Industry. He was one of the founding members and managing director of erstwhile Meghmani


Chemtech Limited, Meghmani Labchem Private Limited, Meghmani Agrochemicals Private Limited, Meghmani

Energy Limited, Fidelity Export Private Limited, Rajpath Club Limited, and Karnavati Club Limited.

Natwarlal Meghjibhai Patel, aged 68 years, is the Managing Director and one of the Promoters of our Company.

He holds a degree of Master of Science from Sardar Patel University, Gujarat. He has experience of more than 42

years in the Dyes and Pigments Industry and more than 26 years in the Agrochemicals Industry. He was one of the

founding members and managing director of erstwhile Meghmani Organics Limited, the Demerged Company. He

was also on the board of Meghmani Finechem Limited, Meghmani Chemtech Limited, Meghmani Dyes and

Intermediates Limited, Meghmani Agrochemicals Private Limited, John Energy Limited, Meghmani Energy

Limited, Fidelity Export Private Limited, and GSEC Limited.

Rameshbhai Meghjibhai Patel, aged 65 years, is the Executive Director and one of the Promoters of our Company.

He holds a degree of Bachelor of Arts from Saurashtra University. He has experience of around 42 years in the

Pigments Industry and more than 26 years in the Agrochemicals Industry. He was one of the founding members and

whole time director of erstwhile Meghmani Organics Limited, the Demerged Company. He was also on the board of

Meghmani Finechem Limited, Meghmani Chemtech Limited, Meghmani Dyes and Intermediates Limited, Vatva

Industrial Estate Infrastructure Development Limited, Meghmani Energy Limited, Fidelity Export Private Limited,

Vanguard Overseas Limited, and Karnavati Club Limited.

Anandbhai Ishwarbhai Patel, aged 58 years, is the Executive Director and one of the Promoters of our Company.

He holds a degree of Bachelor of Science from the Gujarat University. He has experience of more than 34 years in

the Pigments Industry. He was one of the founding members and whole time director of erstwhile Meghmani


Chemtech Limited, Meghmani Dyes and Intermediates Limited, Meghmani Energy Limited, Fidelity Export Private

Limited, Vanguard Overseas Limited, and Cluster Enviro Private Limited.

98

Manubhai Khodidas Patel, aged 70 years, is the Independent Director of our Company. He is a member of the

Institute of Chartered Accountants of India (ICAI) since 1976. He has more than 40 years of experience in field of

finance, taxation, forex, treasury and credit management. He was independent director on board of erstwhile

Meghmani Organics Limited, the Demerged Company and was managing director of Zydus Technologies Limited.

He was also on the board of Zydus Wellness Limited, Alidac Pharmaceuticals Limited, Zydus BSV Research and

Development Private Limited, Paryavaran Edutech and German Remedies Healthcare Private Limited.

Urvashi Dhirubhai Shah, aged 65 years, is the Independent Director of our Company. She holds degree of

Bachelor of Arts with economics from Gujarat University. She has passed Intermediate Exam of the Institute of

Chartered Accountants of India. She is practicing with Income Tax appellate Tribunal since more than 15 years. She

was independent director on board of erstwhile Meghmani Organics Limited, the Demerged Company and also on

the board of Brady and Morris Engineering Company Limited.

Palakodeti Venkatramana Bhaskar Rao, aged 63 years, is the Independent Director of our Company. He has

completed his Bachelor of Arts and Post Graduate Diploma in Management from Indian Institute of Management,

Calcutta. He is an Independent consultant in the field of finance, legal and commercial partnerships and has more

than 30 years of experience in field of marketing, communication and advertising and has held various positions in

emerging markets of India, Singapore, and Indonesia. He has worked with some of the world’s biggest organizations

like Unisys, Bristol Myers Squibb, Sara Lee, Samsung, Compaq, New Zealand Milk, and Motorola. He was

independent director on board of erstwhile Meghmani Organics Limited, the Demerged Company.

Ching Seng Liew, aged 65 years, is the Independent Directorof our Company. He holds degree of Bachelor of

Science in Agronomy & Pest Management from Iowa State University, USA and also holds Diploma in Marketing

from Institute of Marketing, UK. He has more than 40 years of experience in the Agrochemicals Industry. He was

independent director on board of erstwhile Meghmani Organics Limited, the Demerged Company.

Prof. (Dr.) Ganapathi Dadasaheb Yadav, aged 69 years, is the Independent Directorof our Company. He is well

known researcher, educationalist, and scientist. He is the ex-founding vice chancellor and R.T. Mody Distinguished

Professor, and Tata Chemicals Darbari Seth Distinguished Professor of Innovation and Leadership of the Institute of

Chemical Technology (ICT), Mumbai. For his outstanding contributions to science and engineering, he was

conferred Padma Shri by the President of India in 2016. He has also been honoured with over 125 internationally

recognized many prestigious and rare awards and fellowships. He has been an active consultant to industry for past

32 years. He has been involved in many policy making prestigious committees of central and state governments. He

was independent director on board of erstwhile Meghmani Organics Limited, the Demerged Company.

Relationship between Directors

Except Jayantibhai Meghjibhai Patel, Natwarlal Meghjibhai Patel and Rameshbhai Meghjibhai Patel who are

brothers, none of our Directors are related to each other as per the provisions of Companies Act, 2013.

Further, except Natwarlal Meghjibhai Patel who is father of Ankit Natwarlal Patel, CEO of our Company, none of

our Directors are related to any of the Key Managerial Personnel.

Borrowing power of our Board

Pursuant to the resolution dated May 7, 2021, passed by the shareholders in the Extra-Ordinary General Meeting, the

Board is authorised to borrow money, as and when required, from time to time any sum or sums of money for the

purpose of the business of the Company, from any Bank and/or other Financial Institution and/or lender and/or any

body corporate/entity/ entities and/or authority/authorities wherever from India or outside India, either in rupees or

in such other foreign currencies as may be permitted by law from time to time, as may be deemed appropriate by the

Board, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company

(a part from temporary loans obtained from the Company's Bankers in the ordinary course of business) may, at any

time exceed the aggregate of its paid-up share capital, free reserves and securities premium, that is to say reserves

not set apart for any specific purpose, provided that the total amount so borrowed by the Board of Directors shall not

at any time exceed the limit up to ₹ 1,500 Crores (Rupees One Thousand Five Hundred Only.)

99

Arrangement or understanding with major shareholders, customers, suppliers or others

There is no arrangement or understanding with the major shareholders, customers, suppliers or others, pursuant to

which any of our Directors were appointed on the Board or as a member of the senior management.

Service contracts with our Directors

The Directors of our Company have not entered into any service contracts with our Company which provides for

benefits upon termination of employment.

Compensation of our Directors

1. Compensation of Managing Directors/Whole Time Directors

The members of our Company have at the Extra Ordinary General Meeting held on May 7, 2021 approved the

terms of appointment including remuneration payable to Managing Directors and Whole Time Directors of our

Company. The brief terms of remuneration payable to each of the Managing Directors and Whole Time

Directors of our Company are set forth hereunder:

Basic Salary

Rs. 7,00,000 /- per month

(with increments as the Board may decide from time to time)

Performance Bonus Up to 10% of the Net Profits of the Company (as per the act) or such other quantum

of the Net Profits of the Company as may be approved by the Board of Directors at

its discretion for each financial year.

Perquisites In addition to the salary and performance bonus, the following perquisites

mentioned in Category A, Category B and Category C shall be allowed and the total

value of perquisites shall be restricted to an amount equal to the annual salary.

Category A

Leave Travel

Assistance

For Self and Family in accordance with the Policy of the Company. Family means

the spouse, the dependent children and dependent parents.

Club Fee The Company shall pay and/or Reimburse Fees and expenses (excluding Admission

and Life Membership Fees) of maximum two clubs.

Mediclaim and

Personal Accident

Insurance Premium

The Company shall pay Mediclaim and Personal Accident Insurance Premium as per

the rules of the Company.

Category B

Provident Fund The Company shall make contribution to Provident Fund, Superannuation Fund or

Annuity fund (as per the rules of the Company) to the extent these either singly or

put together are not taxable under the Income Tax Act.

Gratuity The Company shall pay gratuity at the rate not exceeding half a month's salary for

each completed year of service subject to maximum amount permissible under the

Payment of Gratuity Act, 1972 from time to time.

Category C

Car The Company shall provide a car with driver at the entire cost of the Company for

personal use and office work. The Company shall bill use of car for private

purposes.

Communication

Facility

The Company shall provide communication devices such as telephones, audio and

video conference facilities etc., at the residence telephone at the entire cost of the

Company. Personal long distance calls be billed by the Company.

100

Entertainment and

all Other Expenses

Reimbursement of entertainment and all other expenses actually and properly

incurred in the course of business of the Company

No Sitting Fees No sitting fee will be paid for attending meetings of the Board or Committee thereof

In case of inadequacy of Profit /Loss during the period of appointment, the remuneration payable shall be as

per limit prescribed in Schedule V of the Companies Act, 2013 or any modification(s) or re-enactment(s)

thereto.

The remuneration referred to above is subject to provisions as prescribed under the Act, Rules and in

Schedule V of the Companies Act, 2013, as amended from time to time. This includes amendment to

maximum remuneration issued by Ministry of Corporate Affairs, vide notification dated 12 September 2018.

In the event of cessation of office during any financial year, a rateable proportion of the aforesaid

remuneration shall be payable by the Company.

2. Compensation of other Directors

Our Non-Executive Directors are entitled to sitting fee of ₹75,000/- (Rupees Seventy-Five Thousands Only) per

board meeting.

Remuneration paid to our Directors during previous financial year

No Remuneration has been paid to our Directors during previous financial year. The details of remuneration paid to

the directors by erstwhile Meghmani Organics Limited, Demerged Company during Fiscal 2021 is as under:

Sr. No. Name of Director Amount (in ₹ Lakhs)*

1. Jayantibhai Meghjibhai Patel 451.67

2. Ashishbhai Natawarlal Soparkar 451.35

3. Natwarlal Meghjibhai Patel 451.69

4. Rameshbhai Meghjibhai Patel 300.77

5. Anandbhai Ishwarbhai Patel 226.27

6. Manubhai Khodidas Patel 4.15

7. Urvashi Dhirubhai Shah 4.15

8. Palakodeti Venkatramana Bhaskar Rao 1.50

9. Ching Seng Liew 0.97

10. Prof. (Dr.) Ganapathi Dadasaheb Yadav 3.05

*Remuneration paid by erstwhile Meghmani Organics Limited, Demerged Company.

No benefits in kind have been granted to our Directors during previous financial year.

Bonus or profit-sharing plans for our Directors

None of our Directors are entitled to participate in any bonus or profit-sharing plan of our Company.

Shareholding of our Directors

Except for the following Directors, no other Directors hold any shares in our Company:

Sr.

No. Name of Director No. of Equity Shares held % of holding






101

As per AOA of our Company, Directors are not required to hold any qualification shares in our Company.

Appointment of relatives of Directors to any office or place of profit

Except as disclosed below, none of the relatives of our Directors currently hold any office or place of profit in our

Company:

Sr.

No.

Name of the relatives appointed

to any office or place of profit Designation Relationship with Directors

1 Ankit Natwarlal Patel Chief Executive Officer Son of Natwarlal Meghjibhai Patel

2 Karana Rameshbhai Patel Chief Operation Officer Son of Rameshbhai Meghjibhai Patel

3 Darshan Anandbhai Patel Chief Operation Officer Son of Anandbhai Ishwarbhai Patel

4 Deval Ashishbhai Soparkar Head – Corporate

Communication

Daughter of Ashishbhai Natawarlal

Soparkar

Other Confirmations

1. None of our Directors are on the RBI list of willful defaulters as on the date of this Information Memorandum.

2. None of our Directors are or were directors of any listed company whose shares (a) have been or were

suspended from trading on any of the stock exchanges or (b) delisted from the stock exchanges during his/her

tenure during the five years prior to the date of filing this Information Memorandum.

3. None of the Promoters, persons forming part of our Promoter Group, Directors or persons in control of our

Company, has been or is involved as a promoter, director or person in control of any other company, which is

debarred from accessing the capital market under any order or directions made by SEBI or any other regulatory

authority.

Interests of Directors

Our Directors are interested in our Company in the following manner: -

(a) All the Directors may be deemed to be interested to the extent of fees, if any, payable to them for attending

meetings of the Board or a Committee thereof as well as to the extent of other remuneration and reimbursement

of expenses payable to them under the AOA or terms of appointment;

(b) All the Directors may also be deemed to be interested to the extent of Equity Shares, if any, held by them and

their relatives, to the extent of any dividends payable to them and other distributions in respect of the said

Equity Shares;

(c) All the Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be

entered into by our Company with any company in which they hold directorships or any partnership firms or

LLPs in which they are partners as declared in their respective declarations.

Except as stated above and under the heading “Financial Statements- Related Party Transactions” beginning on

page 121 under the section titled “Financial Information”, we have not entered into any contract, agreements or

arrangements during the preceding two years from the date of this Information Memorandum in which the Directors

and their relatives are directly or indirectly interested and no payments have been made to them in respect of the

contracts, agreements or arrangements which are proposed to be made with them including the properties purchased

by our Company.

Changes in Board of Directors during last three years

The changes in the Board of Directors of our Company during last three years are as follows:

102

Name of person Date of change Nature of change Reason

Manubhai Khodidas Patel May 5, 2021 Appointment Appointed as Additional

(Independent) Director

Urvashi Dhirubhai Shah May 5, 2021 Appointment Appointed as Additional


Palakodeti Venkatramana Bhaskar

Rao May 5, 2021 Appointment

Appointed as Additional


Ching Seng Liew May 5, 2021 Appointment Appointed as Additional


Prof. (Dr.) Ganapathi Dadasaheb

Yadav May 5, 2021 Appointment

Appointed as Additional


Jayantibhai Meghjibhai Patel May 7, 2021 Approval of appointment

by members at EGM

Appointed as Executive

Chairman w.e.f. June 1,

2021

Ashishbhai Natawarlal Soparkar May 7, 2021 Approval of appointment

by members at EGM

Appointed as Managing

Director w.e.f. June 1, 2021

Natwarlal Meghjibhai Patel May 7, 2021 Approval of appointment

by members at EGM

Appointed as Managing


Rameshbhai Meghjibhai Patel May 7, 2021 Approval of appointment

by members at EGM



Anandbhai Ishwarbhai Patel May 7, 2021 Approval of appointment

by members at EGM



Manubhai Khodidas Patel May 7, 2021 Approval of appointment

by members at EGM

Appointed as Independent


Urvashi Dhirubhai Shah May 7, 2021 Approval of appointment

by members at EGM


Director

Palakodeti Venkatramana Bhaskar

Rao May 7, 2021

Approval of appointment

by members at EGM


Director

Ching Seng Liew May 7, 2021 Approval of appointment

by members at EGM


Director

Prof. (Dr.) Ganapathi Dadasaheb

Yadav May 7, 2021

Approval of appointment

by members at EGM


Director

Corporate Governance

The provisions of SEBI Listing Regulations andthe Companies Act pertaining to the composition of the Board of

Directors and the constitution of the committees such as the Audit Committee, Stakeholders Relationship Committee

and Nomination and Remuneration Committees have been complied by our Company.

We believe we are in compliance with the requirements of the applicable regulations, including the Listing

Agreement with the Stock Exchanges, the SEBI Listing Regulations and the Companies Act, 2013, in respect of

corporate governance including constitution of the Board and committees thereof. The corporate governance

framework is based on an effective independent board, separation of the Board’s supervisory role from the executive

management team and constitution of the Board Committees, as required under law.

Our Board of Directors is constituted in compliance with the Companies Act, and the SEBI Listing Regulations and

in accordance with best practices in corporate governance, our Board of Directors functions either as a full board or

through management which provides our Board of Directors detailed reports on its performance periodically.

Currently, our Company has 10 (Ten) Directors on the Board out of which 5 (Five) are Executive Directors and 5

(Five) are Independent Directors including one Woman Director. Our Chairman, Jayantibhai Meghjibhai Patel, is an

Executive Director.

103

Committees of our Board

In compliance with the corporate governance norms, our Company has constituted the following committees:

A) Audit Committee

B) Stakeholders Relationship Committee

C) Nomination and Remuneration Committee

D) Corporate Social Responsibility Committee

A) Audit Committee

Our Company has constituted an audit committee (“Audit Committee”), as per the provisions of Section 177 of the

Companies Act read with Regulation 18 of the SEBI Listing Regulations vide resolution passed in the meeting of

the Board of Directors held on May 5, 2021.

Composition of the Audit Committee

The committee presently comprises the following three directors:

Sr.

No. Name of Director Position Nature of Directorship

1. Manubhai Khodidas Patel Chairperson Independent Director

2. Urvashi Dhirubhai Shah Member Independent Director

3. Prof. (Dr.) Ganapathi Dadasaheb

Yadav Member Independent Director

Jayesh Patel, the Company Secretary & Compliance Officer of our Company acts as the Secretary of the Audit

Committee.

Terms of Reference of Audit Committee

The terms of reference of the Audit Committee include the following:

(1) oversight of the listed entity’s financial reporting process and the disclosure of its financial information to

ensure that the financial statement is correct, sufficient and credible;

(2) recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

(3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;

(4) reviewing, with the management, the annual financial statements and auditor's report thereon before submission

to the board for approval, with particular reference to:

(a) matters required to be included in the director’s responsibility statement to be included in the board’s report

in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

(b) changes, if any, in accounting policies and practices and reasons for the same;

(c) major accounting entries involving estimates based on the exercise of judgment by management;

(d) significant adjustments made in the financial statements arising out of audit findings;

(e) compliance with listing and other legal requirements relating to financial statements;

(f) disclosure of any related party transactions;

(g) modified opinion(s) in the draft audit report;

(5) reviewing, with the management, the quarterly financial statements before submission to the board for approval;

(6) reviewing, with the management, the statement of uses / application of funds raised through an issue (public

issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in

the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the

utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take

up steps in this matter;

(7) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

(8) approval or any subsequent modification of transactions of the listed entity with related parties;

104

(9) scrutiny of inter-corporate loans and investments;

(10) valuation of undertakings or assets of the listed entity, wherever it is necessary;

(11) evaluation of internal financial controls and risk management systems;

(12) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal

control systems;

(13) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit

department, staffing and seniority of the official heading the department, reporting structure coverage and

frequency of internal audit;

(14) discussion with internal auditors of any significant findings and follow up there on;

(15) reviewing the findings of any internal investigations by the internal auditors into matters where there is

suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the

matter to the board;

(16) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as

post-audit discussion to ascertain any area of concern;

(17) to look into the reasons for substantial defaults in the payment to the depositors, debenture holders,

shareholders (in case of non-payment of declared dividends) and creditors;

(18) to review the functioning of the whistle blower mechanism;

(19) approval of appointment of chief financial officer after assessing the qualifications, experience and

background, etc. of the candidate;

(20) Carrying out any other function as is mentioned in the terms of reference of the audit committee.

(21) reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary

exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing

loans / advances / investments existing as on the date of coming into force of this provision.

Further, The Audit Committee shall mandatorily review the following information:

(1) management discussion and analysis of financial condition and results of operations;

(2) statement of significant related party transactions (as defined by the audit committee), submitted by

management;

(3) management letters / letters of internal control weaknesses issued by the statutory auditors;

(4) internal audit reports relating to internal control weaknesses; and

(5) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by

the audit committee.

(6) statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock

exchange(s) in terms of Regulation 32(1).

(b) annual statement of funds utilized for purposes other than those stated in the offer

document/prospectus/notice in terms of Regulation 32(7).

B) Shareholders/Investors Grievances, Share Transfer and Stakeholders Relationship Committee

In compliance with Section 178 of the Companies Act and Regulation 20 of the SEBI Listing Regulations, our

Company has constituted a shareholders/investors grievances, share transfer and stakeholders relationship

committee ("Stakeholders Relationship Committee") vide resolution passed at the meeting of the Board held on

May 5, 2021.

Composition of Stakeholders Relationship Committee


Sr.




3. Ashishbhai Natawarlal Soparkar Member Managing Director

105

Terms of Reference of Stakeholders Relationship Committee

The terms of reference of the Stakeholders Relationship Committee include the following:

a) Resolving the grievances of the security holders of the listed entity including complaints related to

transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of

new/duplicate certificates, general meetings etc.

b) Review of measures taken for effective exercise of voting rights by shareholders.

c) Review of adherence to the service standards adopted by the listed entity in respect of various services being

rendered by the Registrar & Share Transfer Agent.

d) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed

dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders

of the Company.

C) Nomination and Remuneration Committee

In compliance with section 178(1) of the Companies Act and Regulation 19 of the SEBI Listing Regulations, our

Company has constituted a Nomination and Remuneration Committee vide resolution passed by the Board of

Directors of our Company at its meeting on May 5, 2021.

Composition of Nomination and Remuneration Committee


Sr.




3. Prof. (Dr.) Ganapathi Dadasaheb

Yadav Member Independent Director

Terms of Reference of Nomination and Remuneration Committee

The terms of reference of the Nomination and Remuneration Committee include the following:

a) To formulate a criteria for determining qualifications, positive attributes and independence of a Director.

b) To recommend to the Board on the appointment of new executive and non-executive directors;

c) To recommend to the Board the appointment and removal of Senior Management.

d) To carry out evaluation of Director’s performance and recommend to the Board appointment / removal based on

his / her performance.

e) To review the Board structure, size and composition, having regard the principles of the Code;

f) Assess nominees or candidates for appointment or election to the Board, determining whether or not such

nominee has the requisite qualifications and whether or not he/she is independent;

g) Put in place plans for succession, in particular, for the Chairman of the Board and Chief Executive Officer of

the Group;

h) Determine, on an annual basis, whether a director is independent taking into account the circumstances set forth

in Guideline 2.1 of the Code and any other salient factors;

i) Make recommendations to the Board for the continuation in services of any Executive Director who has reached

the age of seventy years;

j) Recommend directors who are retiring by rotation to be put forward for re-election;

k) Decide whether or not a director is able to and has been adequately carrying out his duties as a director of the

Company, particularly when he has multiple board representations;

l) Recommend to the Board internal guidelines to address the competing time commitments faced by directors

who serve on multiple boards; and

106

m) Assess the effectiveness of the Board as a whole and for assessing the contribution of each individual director to

the effectiveness of the Board on an annual basis

n) Devising a policy on Board diversity;

o) To recommend the Board on policy and framework relating to remuneration for (i) Directors (ii) Executive

Directors (iii) Key Managerial Personnel and (iv) Senior Management remuneration and incentive package.

p) All aspects of remuneration, including but not limited to directors’ fees, salaries, allowances, bonuses, options

and benefits-in-kind shall be covered by the Remuneration Committee.

q) Reviewing and enhancing on the compensation structure to incentive performance base for key executives;

r) Ensure that the remuneration packages are comparable within the industry and comparable companies and

include a performance-related element coupled with appropriate and meaningful measures of assessing

individual executive director’s performance.

s) To facilitate the transparency, accountability and reasonableness of the remuneration of Director and Senior

Management Personnel.

t) To make recommendations to the Board concerning any matters relating to the continuation in office of any

Director at any time including the suspension or termination of service of an Executive Director as an employee

of the Company subject to the provision of the law and their service contract;

u) Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to

performance is clear and meets appropriate performance benchmarks,

v) Carry out its duties in the manner that it deems expedient, subject always to any regulations or restrictions that

may be imposed upon the NRC by the Board of Directors from time to time;

w) to develop a succession plan for the Board and to regularly review the plan;

D) Corporate Social Responsibility Committee

In compliance with Section 135 of the Companies Act, our Company has constituted a corporate social

responsibility committee vide resolution passed by Board of Directors of our Company at its meeting held on May 5,

2021.

Composition of Corporate Social Responsibility Committee

The committee presently comprises following three Directors:

Sr.



2. Jayantibhai Meghjibhai Patel Member Executive Director

3. Ashishbhai Natawarlal Soparkar Member Managing Director

4. Natwarlal Meghjibhai Patel Member Managing Director

Terms of Reference of Corporate Social Responsibility Committee

The terms of reference of the Corporate Social Responsibility Committee include the following:

1. To formulate and recommend to the board of directors, the CSR Policy, indicating the CSR activities to be

undertaken as per Companies Act, 2013, as amended;

2. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken;

3. To monitor the CSR Policy of the Company from time to time;

4. Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as

may be directed by the Board of Directors from time to time

107

Management Organizational Structure

The management organizational structure of our Company is as under:

108

Key Managerial Personnel

Our Company is managed by our Board of Directors, assisted by qualified and experienced professionals, who are

permanent employees of our Company. Below are the details of our Key Managerial Personnel.

Ankit Natwarlal Patel, aged 35 years, is the CEO and one of the Promoters of our Company. He holds degree of

Bachelor of Chemical Engineering from D. D. Desai University, Nadiad, Master of Engineering from Griffith,

Australia and Global Master’s in Business Administration from SP Jain Centre of Management. He has joined our

Company as CEO w.e.f. May 5, 2021. Prior to joining our Company, he was CEO of erstwhile Meghmani Organics

Limited. He has more than 13 years of experience in Chemical Industry. He is also on the board of Meghmani

Finechem Limited, Vidhi Global Chemicals Limited, Meghmani Advanced Sciences Limited and Meghmani

Novotech Private Limited.

Gurjant Singh Chahal, aged 55 years, is the CFO of our Company. He is a chartered accountant, IFRS Certified

from Institute of Chartered Accountants of England and Wales and Certified Consultant in SAP-Financial

Accounting and Controlling. He has joined our Company as CFO w.e.f. May 5, 2021. Prior to joining our Company,

he was chief financial officer of erstwhile Meghmani Organics Limited since February, 2018, prior to that, he was

associated with Gujarat Industries Power Company Limited as GM & CFO. He has more than 28 years of

experience in Corporate Finance & Accounts, Strategic Planning, Treasury-Sourcing of funds, Forex Management

& Working Capital Management, Operational & Financial Controls and Risk Management, Investor Relations,

Taxation and Implementation of ERP and automation of processes.

Jayesh Patel, aged 44 years, is the Company Secretary and Compliance Officer of our Company. He holds a

bachelors’ degree in commerce from Saurashtra University, and a bachelors’ degree in law from the Gujarat

University. He also holds Diploma in taxation laws and practice. He is a certified company secretary and is a

member of the Institute of Company Secretaries of India. He has joined our Company as Company Secretary and

Compliance Officer w.e.f. May 20, 2021. Prior to joining our Company, he was associated with Shalby Limited as a

Company Secretary. He has an experience of over 20 years in the area of corporate laws.

All the Key Managerial Personnel of our Company are permanent employees of our Company.

Service contracts with Key Managerial Personnel

Except for the terms set forth in their respective appointment letters, the Key Managerial Personnel have not entered

into any other contractual arrangements with our Company for provision of benefits or payments of any amount

upon termination of employment.

Arrangement or understanding with major shareholders, customers, suppliers or others

There is no arrangement or understanding with the major shareholders, customers, suppliers or others, pursuant to

which any of our Key Managerial Personnel were appointed on the Board or as a member of the senior management.

Relationship amongst the Key Managerial Personnel of our Company

None of the Key Managerial Personnel are related to each other within the meaning of Section 2 (77) of the

Companies Act, 2013.

Remuneration paid to our Key Managerial Personnel during previous financial year

Other than payment of salary of ₹43.14 Lakhs to Gurjant Singh Chahal by erstwhile Meghmani Organics Limited,

the Demerged Company, no remuneration has been paid to our Key Managerial Personnel previous financial year.

No benefits in kind have been granted to our Key Managerial Personnel during previous financial year.

109

Bonus or profit-sharing plans for our Key Managerial Personnel

None of our KMPs is entitled to participate in any bonus or profit-sharing plan of our Company.

Shareholding of our Key Managerial Personnel

Except for the following KMP(s), no other KMPs holds any shares in our Company:

Sr.

No. Name of KMP No. of Shares held % of holding

1 Ankit Natwarlal Patel 32,53,260 1.28

Contingent or Deferred Compensation of Key Managerial Personnel

None of our Key Managerial Personnel have received or are entitled to any contingent or deferred compensation.

Loans to Key Managerial Personnel

None of our Key Managerial Personnel have availed any loans as on the date of this Information Memorandum.

Interest of Key Managerial Personnel

Except as disclosed in “Interest of Directors” and “Interest of Promoters” on pages 101 and 112, respectively of this

Information Memorandum, the Key Managerial Personnel of our Company do not have any interest in our Company

other than to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment

and reimbursement of expenses incurred by them during the ordinary course of business.

Further, the Key Managerial Personnel may be regarded as interested in the Equity Shares held by them, if any, and

to the extent of any dividend payable to them and other distributions in respect of such Equity Shares.

Except as stated in chapter titled “Related Party Transactions” beginning on page 119 of this Information

Memorandum and as described herein above, our Key Managerial Personnel do not have any other interest in our

business.

Changes in Key Managerial Personnel during last three years

Name Date of change Nature of change Reason

Ankit Natwarlal Patel May 5, 2021 Appointment Appointed as CEO

Gurjant Singh Chahal May 5, 2021 Appointment Appointed as CFO

Jayesh Patel May 20, 2021 Appointment Appointed as Company Secretary and

Compliance Officer

Stock Option/ Stock Purchase Scheme for employees

Presently, our Company does not have any employee stock option/employee stock purchase scheme for employees.

Non-salary related payment or benefits to our Key Managerial Personnel

Except statutory entitlements for benefits upon termination of their employment in our Company or retirement, none

of the Key Managerial Personnel of our Company, including our Directors, is entitled to any benefits upon

termination of employment under any service contract entered into with our Company. Except as stated otherwise in

this Information Memorandum and any statutory payments made by our Company, no amount or benefit has been

paid or given, in the two years preceding the date of this Information Memorandum or is intended to be paid or

given to any of our Company’s officers except remuneration for services rendered as Directors, Key Managerial

Personnel or employees of our Company.

110

OUR PROMOTERS AND PROMOTER GROUP

The Promoters of our Company are –

1. Jayantibhai Meghjibhai Patel,

2. Ashishbhai Natawarlal Soparkar,

3. Natwarlal Meghjibhai Patel,

4. Rameshbhai Meghjibhai Patel,

5. Anandbhai Ishwarbhai Patel,

6. Ankit Natwarlal Patel,

7. Karana Rameshbhai Patel and

8. Darshan Anandbhai Patel

As on the date of this Information Memorandum, our Promoters hold, in aggregate, 9,43,53,868 Equity Shares,

representing 37.10% of the paid-up equity share capital of our Company.

Profile of our Promoters

1. Jayantibhai Meghjibhai Patel

Jayantibhai Meghjibhai Patel, aged 69 years, is the Executive Chairman and one of

the Promoters of our Company. For further details, see the chapter titled “Our


PAN: AEHPP7163E

Aadhaar Number: 7496 2346 0648

Driving License No.: GJ01 20070041428

2. Ashishbhai Natawarlal Soparkar

Ashishbhai Natawarlal Soparkar, aged 68 years, is the Managing Director and one

of the Promoters of our Company. For further details, see the chapter titled “Our


PAN: ALRPS6235P



3. Natwarlal Meghjibhai Patel

Natwarlal Meghjibhai Patel, aged 67 years, is the Managing Director and one of



PAN: AAUPP1727H



111

4. Rameshbhai Meghjibhai Patel

Rameshbhai Meghjibhai Patel, aged 65 years, is the Executive Director and one of



PAN: ABHPP4316J



5. Anandbhai Ishwarbhai Patel

Anandbhai Ishwarbhai Patel, aged 58 years, is the Executive Director and one of



PAN: AAUPP1726G



6. Ankit Natwarlal Patel

Ankit Natwarlal Patel, aged 35 years, is the CEO and one of the Promoters of our

Company. For further details, see the chapter titled “Our Management” beginning on

page 93.

Address: B-6, Ashok Vatika, Ambli Bhopal Road, Ambli, Ahmedabad - 380 058,

Gujarat, India

Date of Birth: October 01, 1985

DIN: 02180007

PAN: AKGPP0621G


Driving License No.: GJ01/031608/04

7. Karana Rameshbhai Patel

Karana Rameshbhai Patel, aged 39 years, is the Chief Operation Officer and one of

the Promoters of our Company. He holds a Diploma in Chemical Engineering from

Nirma University and degree of Bachelor of Engineering (Chemical) from Drexel

University, USA. He has experience of more than 13 years in Chemical Industry. He

is a whole-time director of Meghmani Finechem Limited and also on the board of

Meghmani Advanced Sciences Limited and Meghmani Novotech Private Limited.

He was also on the board of Meghmani Chemtech Limited and Vidhi Global

Chemicals Limited.

Address: 54, Shrinath Park Society, Behind Manekbaug Society, Behind Satellite

Hospital, Ahmedabad City, Ambawadi, Ahmedabad - 380015, Gujarat, India

Date of Birth: August 26, 1981

DIN: 01727321

PAN: AGPPP8170M



112

8. Darshan Anandbhai Patel

Darshan Anandbhai Patel, aged 34 years, is the Chief Operation Officer and one of

the Promoters of our Company. He holds a degree of Bachelor of Engineering

(Chemical) from Nirma University and Master of Engineering (Engineering

Management) from Griffith University, Australia. He has experience of more than 13

years in Chemical Industry. He is a whole-time director of Meghmani Finechem

Limited and also on the board of Meghmani Advanced Sciences Limited and Vidhi

Global Chemicals Limited.

Address: Bungalow No.6, Shivalik Green Bungalow, Nr Dev Kutir 3, behind Santur

Bungalow, Ambli Bhopal Road, Ambli, Ahemdabad-380058, Gujarat, India

Date of Birth: April 27, 1987

DIN: 02047676

PAN: ARVPP1234D



Our Company confirms that the permanent account number and bank account number and passport number of

Promoters will be submitted to the Stock Exchanges at the time of filing this Information Memorandum.

Change in control of our Company

Our Company was promoted and incorporated as wholly owned subsidiary of erstwhile Meghmani Organics

Limited. Pursuant to the Scheme, the erstwhile Meghmani Organics Limited stands dissolved and its shareholding in

our Company has been cancelled and the present Promoters have acquired control of our Company.

Nature and extent of interest of our Promoters

Interest in promotion of our Company

Our Promoters may be regarded as interested in our Company to the extent they or any of them have promoted our

Company.

Interest in the property acquired by our Company

Our Promoters do not have any interest whether direct or indirect in any property acquired by our Company, within

three years preceding the date of this Information Memorandum or proposed to be acquired by our Company as on

the date of this Information Memorandum or in any transaction for acquisition of land, construction of buildings and

supply of machinery, etc.

Interest in the business of our Company

Except as disclosed in the chapter titled “Our Management” and “Related Party Transaction” beginning on page 93

and 119, respectively of this Information Memorandum and except to the extent of business transaction entered into

or proposed to be entered into by our Company with any of our Promoters or any firm, LLP, company or body

corporate with which any of them is associated as promoter, director, partner or member, our Promoters are not

interested in the business of our Company.

Interest of Promoters in our Company other than as Promoter

Our Promoter may be deemed to be interested in our Company to the extent of compensation paid or payable to

them in their capacity as director for attending meetings of the Board or a committee thereof as well as to the extent

of remuneration, commission and reimbursement of expenses payable to them as per the terms of appointment and

relevant provisions of Companies Act. Further, our Promoters may be deemed to be interested in our Company to

113

the extent of their shareholding and the dividend and other benefits paid or payable by our Company. For details, see

the chapters titled “Our Management” and “Capital Structure” beginning on pages 93 and 40 respectively.

Except as mentioned in this chapter and the chapters titled “Capital Structure”, “Our Business” and “Related Party

Transactions” on pages 40, 66, and 119, respectively, our Promoters do not have any interest in our Company other

than as a promoter.

Our Promoters are not interested as a member of a firm or company, and no sum has been paid or agreed to be paid

to our Promoters or to such firm or company in cash or shares or otherwise by any person either to induce the such

person to become, or qualify him as a director, or otherwise for services rendered by him or by such firm or

company in connection with the promotion or formation of our Company.

Further, some of our Promoters are the also director on the boards of certain Group Companies and may be deemed

to be interested to the extent of the payments made by our Company, if any, to/from these Group Companies. For

the payments that are made by our Company to certain Group Companies, see “Financial Statements- Related Party

Transaction” on page 119.

Payment or Benefits to Promoters

Except as stated otherwise in the chapters titled “Related Party Transaction” on page 119, there has been no

payment or benefit to our Promoters or Promoter Group during the two years prior to the filing of this Information

Memorandum, nor is there any intention to pay or give any benefit to our Promoters or Promoter Group as on the

date of this Information Memorandum.

Companies with which our Promoters have disassociated in the last three years

Except as disclosed below, none of our Promoters have disassociated themselves any companies, firms or other

entities during the last three years preceding the date of this Information Memorandum:

Sr.

No.

Name of

Promoter

Company/Firm

from which

disassociated

Relationship Details of

disassociation

Reason/circumstances

leading to

disassociation

1 Natwarlal

Meghjibhai Patel

John Energy

Limited Director July 18, 2020 Voluntary resignation

GSEC Limited Director July 21, 2020 Voluntary resignation

2 Darshan

Anandbhai Patel

Atreyo Research

and Development

LLP

Designated

Partner July 4, 2018 Voluntary resignation

Promoter Group

Our Promoter Group as defined under Regulations 2(1)(pp)(ii) & (iv) of the SEBI ICDR Regulations includes the

following individuals, HUFs, LLPs and body corporates:

(i) Natural Persons, being immediate relative(s) of our Promoters:

Sr. No. Name of person

1. Taraben Jayantilal Patel

2. Naynaben Anandbhai Patel

3. Bhartiben Natubhai Patel

4. Disha Kevatkumar Vanani

5. Kaushal Ashishbhai Soparkar

6. Maulik Jayantibhai Patel

7. Kalpana Rameshbhai Patel

114

Sr. No. Name of person

8. Vaishakhi Dhiren Goyal

9. Kantibhai Meghjibhai Patel

10. Haribhai Meghjibhai Patel

11. Deval Ashishbhai Soparkar

12. Ruchi Ashishbhai Soparkar

13. Kruti Adesh Patel

14. Ganpatbhai Meghjibhai Patel

15. Ishwarbhai Meghjibhai Patel

16. Popatbhai Meghjibhai Patel

17. Chintan Anandbhai Patel

18. Damini Narendra Patel

19. Hansaben Amrutbhai Patel

20. Sandhya Maulik Patel

21. Adesh Kumar Patel

22. Amrutbhai Shivrambhai Patel

23. Narendra Bhailalbhai Patel

24. Dhiren Madhur Goyal

25. Nayanaben Ashishbhai Soparkar

(ii) HUFs, LLPs and Body Corporates, being in relationship with our Promoters in terms of regulation

2(1)(pp)(iv) of SEBI ICDR Regulations:

Sr. No. Name of Entity

1. Meghmani Finechem Limited

2. Patel Natubhai Meghjibhai (HUF)

3. Patel Rameshbhai Meghjibhai (HUF)

4. Kantibhai Meghjibhai Patel (HUF)

5. Patel Jayantibhai Meghjibhai (HUF)

6. Anand I Patel (HUF)

7. Popatbhai M Patel (HUF)

8. Ashishbhai N. Soparkar (HUF)


10. Meghmani Dyes & Intermediates LLP

11. Uniworth Enterprises LLP

12. Tapasheel Enterprise

13. Navratan Specialty Chemicals LLP

14. Trent Chemical Industry

15. Meghmani Specialty Chemicals LLP

16. Patel Investment & Infrastructure Co.

17. Meghmani Chemicals

18. Shatvik Corporation LLP

19. Meghmani Novotech Private Limited

Our Promoter Group (excluding our Promoters) hold in aggregate 3,06,38,299 Equity Shares constituting 12.05% of

paid-up equity share capital of our Company. For details of shareholding of members of our Promoter Group, see

the chapter titled “Capital Structure” beginning on page 40.

Confirmations

No material guarantees have been given to third parties by our Promoters with respect to Equity Shares of our

Company.

115

OUR GROUP COMPANIES

In accordance with the provisions of SEBI ICDR Regulations, as amended from time to time for the purpose of

identification of Group Companies, our Company has considered such companies with which there were related

party transactions, during the period for which financial information is disclosed in this Information Memorandum,

as covered under the applicable accounting standards, i.e., Ind AS 24 and such other companies as considered

material by our Board as our group company. Our Board has adopted a policy of materiality for determining the

Group Company by passing a resolution at its meeting held on May 20, 2021 which is reproduced below:

Policy of Materiality

For the purpose of disclosure in the Information Memorandum, a company shall be considered material and

disclosed as a Group Company if:

i. such companies (other than promoter(s) and subsidiary/subsidiaries) with which there were related party

transactions, during the period for which financial information is disclosed in the Information Memorandum;

and

ii. such companies shall be considered material and disclosed as group companies which are part of the Promoter

Group and with which there were transactions in the most recently completed fiscal (i.e., fiscal 2021) as per the

consolidated financial information included in the Information Memorandum, which, individually or in the

aggregate, exceed 10% of the total revenues of our Company for the most recently completed fiscal (i.e., fiscal

2021) as per the consolidated financial information included in the Information Memorandum.

For avoidance of doubt, it is hereby clarified that the subsidiaries and step-down subsidiaries of the Company, shall

not be considered as ‘Group Companies’ for the purpose of disclosure in the Information Memorandum.

Based on the above, the following companies have been identified as our Group Companies:

1. Meghmani Finechem Limited


The details of our Group Companies are as follows:

1. Meghmani Finechem Limited (MFL)

Corporate Information

MFL was incorporated as “Meghmani Finechem Limited” on September 11, 2007 under the Companies Act, 1956 in

the state of Gujarat vide Certificate of Incorporation issued by the Registrar of Companies, Gujarat, Dadra and

Nagar Haveli (“RoC”) and it obtained certificate of commencement of business on September 17, 2007 issued by

RoC. The CIN of MFL is U24100GJ2007PLC051717. The registered office of MFL is situated at Plot

No.CH1/CH2, GIDC Industrial Estate, Dahej, Taluka - Vagara, Bharuch - 392 130, Gujarat, India.

Nature of activities

MFL is engaged in the business of manufacturing of Chlor-Alkali and its Derivatives.

Nature and extent of interest of our Promoters in MFL

Our Promoters are part of the promoter and promoter group of MFL. Further, some of our Promoters are also on the

board of MFL. Accordingly, our Promoters may be deemed to be interested in MFL to the extent of their

shareholding in MFL, dividend and other entitlements thereon and the remuneration paid or payable to any of them

in their capacity as director(s) of MFL.

Financial Performance

116

The brief financial performance of MFL during preceding three financial years as per the audited standalone

financial statements is as under:

(₹ in Lakhs except amount per share)

Particulars 2021 2020* 2019

Paid up Equity share capital 4,155.27 4,155.27 4,119.31

Preference share capital 21,091.99 21,091.99 21,091.99

Reserve and Surplus/other equity 43,166.13 33,099.80 24,065.81

Revenue from operation (Net) 82,860.03 61,050.63 71,039.30

Profit after tax (PAT) 10,083.90 11,199.77 18,280.69

Earnings per share (EPS)-Basic 24.27 26.95 25.09

Earnings per share (EPS)-Diluted 17.26 19.17 20.37

Net Asset Value per equity share (₹) 113.88 89.66 68.42

*restated pursuant to the Scheme.

2. Meghmani Industries Limited (MIL)

Corporate Information

MIL was originally incorporated as “Patel Agro Chem Limited” on February 22, 1993 as a public limited company

under the Companies Act, 1956 in the state of Gujarat and received a certificate of commencement of business on

March 22, 1993 from RoC. Its name was changed from “Patel Agro Chem Limited” to “Meghmani Industries

Limited” pursuant to a fresh certificate of incorporation consequent to change of name dated March 31, 1994 issued

by RoC. The CIN of MIL is U29199GJ1993PLC019013. The registered office of MIL is situated at Plot No. 27,

Phase-I, G.I.D.C Industrial Estate, Vatva, Ahmedabad – 382 445, Gujarat, India.

Nature of activities

MIL is presently engaged in the business of manufacturing and sale of agrochemicals, dyes and allied chemicals.

Nature and extent of interest of our Promoters in MIL

Some of our Promoters are part of the promoter and promoter group of MIL and are also on the board of MIL.

Accordingly, our Promoters may be deemed to be interested in MIL to the extent of their shareholding in MIL,

dividend and other entitlements thereon and the remuneration paid or payable to any of them in their capacity as

director(s) of MIL.

Financial Performance

The brief financial performance of MIL during preceding three financial years as per the audited standalone

financial statements is as under:

(₹ in Lakhs except amount per share)

Particulars 2020 2019 2018

Paid up Equity share capital 450.00 450.00 450.00

Reserve and Surplus/other equity 44,069.59 36,329.05 30,782.62

Revenue from operation (Net) 81,327.93 68,782.55 50,479.75

Profit after tax (PAT) 8,364.41 5,573.55 3,170.55

Earnings per share (EPS)-Basic & Diluted 185.88 123.86 70.46

Net Asset Value per equity share (₹) 989.32 817.31 694.06

Other disclosures

117

Details of Group Companies that have become sick or under winding up/ insolvency proceedings

None of our Group Companies have become a sick company within the meaning of the Sick Industrial Companies

(Special Provisions) Act, 1985 or is under winding up/ insolvency proceedings under the Insolvency and Bankruptcy

Code, 2016.

Defunct Group Companies

There are no defunct Group Companies and no applications have been made to the concerned registrar of companies

for striking off the name of any of our Group Companies in the five years immediately preceding the date of this

Information Memorandum.

Loss Making Group Companies

Except as disclosed in this chapter, none of our Group Companies has incurred a loss in the preceding three financial

years.

Common Pursuits between the Group Companies and our Company

Some of our Promoters and members of Promoter Group are also members and promoters in our Group Companies.

Some of our Directors hold directorships in our Group Companies. Except as disclosed herein, there are no other

common pursuits or conflict of interest situations between our Group Companies and our Company.

Our Company will adopt the necessary procedures and practices as permitted or required by law to address any

conflict of interest situation as and when it arises.

Related Business Transactions within the Group Companies and Significance on the Financial Performance

of our Company

Other than the transactions disclosed in the chapter titled “Related Party Transactions” beginning on page 119, there

are no other related business transactions within the Group Companies.

Other Confirmations

None of our Group Companies are listed on any of the Stock Exchanges and they have not made any public/rights

issue in last three years preceding the date of this Information Memorandum.

However, in accordance with the Scheme, the equity shares of MFL will be listed on NSE and BSE subject to

relaxation under Rule 19(2)(b) of the SCRR being granted by SEBI and compliance with the requirements of SEBI

Circular and fulfilment of listing criteria by MFL as specified by NSE and BSE for such listing.

None of our Group Companies has been refused listing of any of their securities during the last ten years by any of

the stock exchanges in India or abroad and have not failed to meet the listing requirements of any stock exchange in

India or abroad and no penalty, including, suspension of trading has been imposed by such stock exchanges.

Nature and Extent of Interest of Group Companies

(a) In the promotion of the Company

None of our Group Companies have any interest in the promotion of our Company.

(b) In the properties acquired or proposed to be acquired by our Company in the past 3 years before filing the

Information Memorandum

118

Except as mentioned in the Chapter titled “Related Party Transactions” beginning on page 119, none of our Group

Companies have any interest in the properties acquired or proposed to be acquired by our Company in the past 3

years before filing this Information Memorandum.

(c) Interest in the transactions for acquisition of land, construction of building and supply of machinery.

None of our Group Companies have interest in any transactions for the acquisition of land, construction of building

or supply of machinery.

Litigation involving our Group Companies which has a material impact on the company

There are no litigations involving our Group Companies, which has a material impact on our Company.

Business Interest of Group Companies

Other than as stated above and as mentioned in the chapter titled “Related Parties Transactions” on page 119, none

of our Group Companies have any business interest in our Company.

119

RELATED PARTY TRANSACTIONS

For details on Related Party Transactions of our Company, please refer to ‘Note 41 - Related Party Disclosure’ of

financial statements under the section titled‚ “Financial Information” beginning on page 121.

120

DIVIDEND POLICY

Under the Companies Act, 2013, a company pays dividends upon a recommendation by its Board of Directors and

approval by a majority of the shareholders. Under the Companies Act, 2013 dividends may be paid out of profits of

a company in the year in which the dividend is declared or out of the undistributed profits or reserves of the previous

years or out of both.

As on date of this Information Memorandum, our Company does not have a formal dividend policy. Any dividends

to be declared shall be recommended by the Board of Directors depending upon the financial condition, results of

operations, capital requirements and surplus, contractual obligations and restrictions, the terms of the credit facilities

and other financing arrangements of our Company at the time a dividend is considered, and other relevant factors

and approved by the Equity Shareholders at their discretion but not limited to the earnings, applicable legal

restrictions etc.

Dividends are payable within 30 days of approval by the Equity Shareholders at the annual general meeting of our

Company. When dividends are declared, all the Equity Shareholders whose names appear in the register of members

of our Company as on the record date are entitled to be paid the dividend declared by our Company. Any Equity

Shareholder who ceases to be an Equity Shareholder prior to the record date, or who becomes an Equity Shareholder

after the record date, will not be entitled to the dividend declared by our Company.

Our Company has not paid any dividends since its incorporation. However, the Board of Directors of our Company

has, at its meeting held on May 20, 2021, recommended final dividend of ₹1.4 per Equity Share for the Fiscal 2021

which is subject to approval of shareholders of the Company at ensuing annual general meeting.

121

SECTION VI – FINANCIAL INFORMATION

FINANCIAL STATEMENTS

Particulars Page No

Consolidated Financial Statements for the Fiscal 2021 along with Auditors’ Report thereon 122 to 204

[Remainder of the page has intentionally been left blank]

205

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

Our Company was incorporated on October 15, 2019. Accordingly, our Audited Consolidated Financial

Statements for the Fiscal 2020 corresponds to a period from October 15, 2019 i.e. date of incorporation to March

31, 2020, while our Audited Consolidated Financial Statements for the Fiscal 2021 corresponds to the twelve

months ended March 31, 2021. Further, pursuant to Composite Scheme of Arrangement, the Agrochemical and

Pigment business operated by erstwhile Meghmani Organics Limited has been demerged into our Company and

therefore the Audited Consolidated Financial Statement for the Fiscal 2020 have been restated to provide the

requisite impact of the Scheme as required under Ind AS. The financials for Fiscal 2020 as disclosed herein are

based on the restated corresponding previous year financial figures of Audited Consolidated Financial Statement

for the Fiscal 2021. Due to the difference in the length of the fiscal period, our results of operations in Fiscal

2021 are not strictly comparable with the Fiscal 2020.

You should read the following discussion of our financial condition and results of operations together with our

Consolidated Financial Statements as of and for the Fiscal ended March 31, 2021 and March 31, 2020 (as restated)

included in this Information Memorandum. Our Consolidated Financial Statements for Fiscal 2021 & Fiscal 2020

(as restated), have been prepared in accordance with Ind AS and the Companies Act. Our Consolidated Financial

Statements for Fiscal 2021 and Fiscal 2020 are included in this Information Memorandum under the section

“Financial Statements”.

This Information Memorandum may include forward-looking statements that involve risks and uncertainties, and

our actual financial performance may materially vary from the conditions contemplated in such forward-looking

statements as a result of various factors, including those described below and elsewhere in this Information

Memorandum. For further information, see “Forward-Looking Statements” and “Risk Factors” on pages 11 and

17, respectively.

In this chapter, unless the context otherwise requires, a reference to “our Company” is a reference to Meghmani

Organics Limited on a standalone basis, while any reference to “we”, “us” or “our” refers to Meghmani Organics

Limited on a consolidated basis.

Our Company’s Fiscal ends on March 31 of each year, therefore, all references to a particular fiscal or financial

year, except for the six months period ended March 31, 2020, being from the date of incorporation of our Company

that is from October 15, 2019, unless stated otherwise or the context requires otherwise, are to the twelve months

period ended March 31 of that year.

As stated, the financial information used in this chapter is derived from the Consolidated Financial Statements for

the Fiscal 2021.

BUSINESS OVERVIEW

We are a leading diversified chemical Company engaged in the business of manufacturing and sale of Pigments and

Agrochemicals. We are among the leading global pigment manufacturers and a vertically integrated Agrochemical

players having products across the entire value chain i.e. raw materials, intermediates, technical and formulations.

Within Pigments, we specialize in green and blue pigments, which have varied end use applications including,

amongst others, printing inks, plastics, rubber, paints, textiles, leather and paper. We also manufacture three broad

categories of Agrochemical products, namely, pesticide intermediates, technical grade pesticides and pesticide

formulations. Our agrochemical products find primary application in crop protection and non-crop applications such

as public health, termite and insect control and veterinary applications.

We carry out our manufacturing activities from six well-integrated manufacturing facilities located in Gujarat, India.

We manufacture pigments through our three pigment manufacturing facilities located at GIDC-Vatva, GIDC-Panoli

and Dahej SEZ-Dahej. At our facility located at GIDC Vatva, we manufacture Pigment Green 7 (PG-7) products

with an installed capacity of 3,180 MTPA and at GIDC-Panoli and Dahej SEZ-Dahej we manufacture CPC Blue,

Alpha Blue and Beta Blue products with an installed capacity of 17,400 MTPA and 12,600 MTPA, respectively.

Further, we manufacture a range of agrochemical products through our three manufacturing facilities located in

206

GIDC Ankleshwar, GIDC Panoli and GIDC Dahej which have an installed capacity of 6,840 MTPA, 13,500 MTPA

and 29,040 MTPA respectively. Our manufacturing facilities are ISO 9001, 14001 and 45001 certified.

Over the years, we have built an extensive pan-India presence with over 3,000 distributors and dealers and has

global footprint with presence in over 75 countries through a portfolio of over 400 marquee clients. We endeavour to

strengthen our ambition in becoming one of the leading diversified chemical conglomerates in ‘Organic Chemistry’

in India and globally, using cost-effective measures and technology supported up by in-house product and process

development teams and enhanced product acceptability. We are focused on our core businesses in organic chemistry

which offers numerous growth opportunities, to create and build a high standard of manufacturing base, adhere to

prescribed ‘Environmental & Safety Standards’ and strive continuously to upgrade them, respect minority

shareholders and their trust in management and create sustainable ‘Value’ for all our stakeholders.

Our Company is engaged in the following business segments:

i. Pigment segment:

We are leading global pigment manufacturer with vertically integrated manufacturing facilities for CPC Blue (an

upstream product sold to other Pigments manufacturers) and end products - Pigment Green and Pigment Blue. Our

pigment business enjoys a strong global presence with our exports accounting for ~79% of revenue from pigment

segment during the Fiscal 2021. Our product quality and deeply forged relationships with our clients has resulted in

~90% repeat business from our pigment customers. Further, our Company has a global presence in more than 70

countries with a subsidiary in the US which helps us in maintaining a front-end presence along with the ability to

work closely with our end-user customers.

ii. Agrochemical segment:

We are established as one of India’s leading vertically integrated Agrochemicals manufacturer with presence in the

entire value chain – Raw material, Intermediate, Technical and Formulations (bulk and branded). Our Company

enjoys a competitive advantage through our vertically integrated operations in the Agrochemicals industry, which is

highly regulated and fragmented. Our strong portfolio of ~370 export registrations and ~310 Central Insecticides

Board (CIB) registrations has helped us in developing diverse global clients which accounts for about 79% export

sales in Agrochemical segment during the Fiscal 2021. We export technical as well as formulation (bulk and

branded) products to to almost all the continents across the world. Our major products include 2,4D, Cypermethrin,

Bifenthrin, Permethrin, Chlorpyrifos and Profenophos. In branded formulations, we have established a strong pan

India presence with over 3000 distributors and dealer. Our key agrochemical brands are Megastar, Megacyper,

Megaban, Synergy, Courage, Correct and Mega Claim.

SIGNIFICANT FACTORS AFFECTING OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

Our financial condition and results of operations are affected by numerous factors and uncertainties, including those

discussed in the section titled ‘Risk Factors’ on page 17. The following are certain factors that had, and we expect

will continue to have, a significant effect on our financial condition and results of operations:

• Expiring patents;

• Changes in the agricultural or other policies of the Government across the globe;

• Compliance with necessary regulatory norms, failure of which would restrict our ability to sell our products;

• Ability to obtain registrations;

• Fluctuating foreign exchange rates;

• The impact of COVID-19 pandemic;

• Factors affecting the global chemical industry and more particularly the global Agrochemical and Pigment

Industry;

• Increasing competition in the Industry;

• Changes in government regulations, tax regimes, laws and regulations that apply to the industry;

• Changes in fiscal, economic or political conditions in India;

207

• Changes in the foreign exchange control regulations, interest rates and tax laws in India.

SIGNIFICANT ACCOUNTING POLICIES

For details about our key significant accounting policies, see section titled “Financial Statements” on page 121.

CHANGE IN ACCOUNTING POLICIES

There are no significant changes in the accounting policies during the Fiscal 2021 and for the period from October

15, 2019 to March 31, 2020.

RESERVATIONS, QUALIFICATIONS, MATTER OF EMPHASIS, ADVERSE REMARKS / OTHER

OBSERVATIONS IN CARO

The following is the summary of qualifications/ reservation /emphasis of matters/ adverse remarks / other

observations in CARO in the Fiscal ended March 31, 2021 and for the period from October 15, 2019 to March 31,

2020:

Financial

Period

Type of

Financials

Qualifications / Reservation /Matter of Emphasis/ Adverse Remarks/

Other Observations in CARO

For the year

ended March 31,

2021

Consolidated Nil

Standalone Under Report on Other Legal and Regulatory Requirements in Independent

Auditors’ Report

vii (a): According to the information and explanations given to us and on the

basis of our examination of the records of the Company, amounts

deducted/accrued in the books of account in respect of undisputed statutory

dues including provident fund, employees state insurance, income-tax, duty of

custom, goods and services tax, professional tax, cess and other statutory dues

are generally regularly deposited with the appropriate authorities though there

has been a slight delay in a few cases of professional tax and provident fund.

vii(c): According to the information and explanations given to us, there are no

dues of income tax, duty of excise, duty of customs, goods and service tax and

other material statutory dues which have not been deposited with the

appropriate authorities on account of any dispute, except for the following:

Name

of

Statute

Nature of

dues

Amount

involved

(Rs. In

Lakhs)*

Period Forum where

the dispute is

pending

Central

Excise

Act

Excise duty

demand

1,721.87 2003-04 to

2008-09 and

2011-12 to

2016-17

Gujarat High

Court, Central

Excise and

Service Tax

Appellate

Tribunal,

Commissioner

(Appeals)

Goods

and

Service

Act,

2017

Goods and

service tax

2,951.63 2017-18 and

2018-19

Gujarat High

Court

208

Financial

Period

Type of

Financials

Qualifications / Reservation /Matter of Emphasis/ Adverse Remarks/

Other Observations in CARO

Income

Tax

Act,

1961

Income tax

demands

1,339.83 2002-03,

2008-09,

2012-13 to

2016-17

Gujarat High

Court, Income

Tax Appellate

Tribunal,

Commissioner

Appeals, Income

Tax

* Net of amount paid under protest amounting to Rs. 172.47 Lakhs and

adjustments of the amount of Income Tax refunds pertaining to other

assessment years amounting to Rs. 18.01 Lakhs

For the period

from October 15,

2019 to March

31, 2020

Standalone Nil

PRINCIPAL COMPONENTS OF OUR STATEMENT OF PROFIT AND LOSS

Revenue

Our revenue comprises of:

Revenue from operations

Revenue from operations is on account of sales of manufactured products i.e. Agro Chemicals and Pigments. It also

includes other operating income that is mainly export benefits and scrap sales.

Other Income

Other income primarily comprises recurring income which includes interest income, net gain on foreign currency

transactions and translation, fair value gain on mutual funds as well as certain non-recurring income such as

insurance claim received, dividend income, liabilities no longer required written back and miscellaneous income.

Expenses

Our expenses primarily comprise cost of material consumed, purchase of stock in trade, changes in inventories of

finished goods, work in progress and stock-in-trade, employee benefit expense, finance costs, depreciation and

amortization expenses and other expenses.

Cost of material consumed

The Cost of material consumed comprises of changes in raw material & purchase of raw material like phathlic

anhydride, industrial grade urea and cuprous chloride for Pigments and for Agrochemicals are phenol, caustic,

MCA, DETCL, Benzaldehyde Bromine etc.

Changes in inventories of finished goods, work in progress and stock-in-trade

Changes in inventories of finished goods, work in progress and stock-in-trade comprises of difference in closing

balance vis-a-vis opening balance of finished goods, finished goods in transit, work in progress and stock-in-trade.

Employee Benefit Expenses

Employee benefit expense consists of salaries, wages, directors remuneration, contribution to provident fund & other

funds and staff welfare expenses.

209

Finance Costs

Finance cost comprises interest expense and other finance costs. Interest expense, generally, comprises interest on

term loans, cash credit & working capital demand loan, others. Other finance costs consist of lease liability and other

borrowing costs.

Depreciation and Amortization Expense

Depreciation and amortization expense comprises of depreciation on building, plant and machinery, furniture &

fixture, vehicles, computers, other equipment and amortization of intangible and right to use assets – leasehold land

and building.

Other expenses

Other expenses comprises of majorly power and fuel expense, repairs to building and plant & machinery, packing

material consumption, freight expenses, labour contract charges, consumption of stores and spares, packing material

consumption, rent, rates and taxes, insurance expense, water charges, expenditure towards CSR, provision of

doubtful debts, auditor remuneration and miscellaneous expenses.

Tax expenses

Tax expense comprises of current tax and deferred tax. Current tax is the amount of tax payable on the taxable

income for the year as determined in accordance with applicable tax rates and the provisions of applicable tax laws.

Deferred tax liability or asset is recognized based on the difference between taxable profit and book profit due to the

effect of timing differences. Our deferred tax is measured based on the applicable tax rates and tax laws that have

been enacted or substantively enacted by the relevant balance sheet date.

210

Results of our Operations

The following table sets forth certain information with respect to our results of operations for the periods indicated:

(₹ in Lakhs)

Particulars

Fiscal 2021 Fiscal 2020*

Amount % of Total

Revenue Amount

% of Total

Revenue

Revenue from Operations 1,63,665.61 98.51% 69,954.61 84.25%

Other Income 2,471.83 1.49% 13,078.83 15.75%

Total Income 1,66,137.44 100.00% 83,033.44 100.00%

Cost of Material Consumed 94,947.62 57.15% 38,149.28 45.94%

Purchase of Stock in Trade 1,811.36 1.09% 1,777.93 2.14%

Changes in Inventories of finished goods, work in progress and stock-in-trade (6,295.45) (3.79%) 1,015.09 1.22%

Employee Benefit Expenses 10,238.09 6.16% 3,866.57 4.66%

Finance Costs 1,119.34 0.67% 1,829.24 2.20%

Depreciation and Amortization Expenses 5,068.08 3.05% 2,240.95 2.70%

Other Expenses 34,718.60 20.90% 14,735.76 17.75%

Total Expenses 1,41,607.64 85.24% 63,614.82 76.61%

Profit before exceptional items and Tax 24,529.80 14.76% 19,418.62 23.39%

Exceptional Items (650.00) (0.39%) - -

Profit Before Tax 25,179.80 15.16% 19,418.62 23.39%

Tax expense:

- Current Tax 6,671.31 4.02% 2,723.71 3.28%

- Deferred Tax Charge / (Credit) (Net) (139.12) (0.08%) 1,737.48 2.09%

Total Tax expenses 6,532.19 3.93% 4,461.19 5.37%

Profit for the year 18,647.61 11.22% 14,957.43 18.01%

* From October 15, 2019, being from the date of incorporation to March 31, 2020 and as restated pursuant to the Scheme of Arrangement. The figures for Fiscal

2020 are based on corresponding previous year audited consolidated financial statement for the Fiscal 2021.

211

Fiscal 2021 compared to Fiscal 2020

Total Income

Our total income for the Fiscal 2021 was ₹1,66,137.44 Lakhs as compared ₹83,033.44 Lakhs for the Fiscal 2020.

Total revenue comprises of:

Revenue from Operations

Our revenue from operations for the Fiscal 2021 was ₹1,63,665.61 Lakhs as compared to ₹69,954.61 Lakhs for the

Fiscal 2020. Our revenue from operations comprised of sales of manufactured products and traded goods was

₹1,61,161.64 Lakhs and other operating income was ₹2,503.97 Lakhs during the Fiscal 2021 while during the Fiscal

2020, our sales of manufactured products and traded goods was ₹68,218.90 Lakhs and other operating income was

₹1,735.71 Lakhs.

Other income

Other income for the Fiscal 2021 was ₹2,471.83 Lakhs as compared to ₹13,078.83 Lakhs for the Fiscal 2020. The

decrease in other income was primarily due to decrease in:

a. dividend income from ₹1,687.36 Lakhs in Fiscal 2020 to Nil in Fiscal 2021,

b. net gain on foreign currency transactions and translation from ₹3,149.94 Lakhs in Fiscal 2020 to ₹673.83 Lakhs

in Fiscal 2021,

c. Gain arising on account of fair valuation of OCRPS held in Meghmani Finechem Limited amounting to

₹8,035.40 Lakhs in Fiscal 2020 and was ₹1,124.00 Lakhs during the Fiscal 2021.

Expenses

Our total expenditure for the Fiscal 2021 was ₹1,41,607.64 Lakhs as compared to ₹63,614.82 Lakhs for the Fiscal

2020. Total expenditure comprises of:

Cost of Material Consumed

The Cost of Material Consumed for the Fiscal 2021 was ₹94,947.62 Lakhs as compared to ₹38,149.28 Lakhs for the

Fiscal 2020. Our Cost of Material Consumed comprised of cost of material consumed amounting to ₹30,217.65 Lakhs for pigment segment and ₹64,729.97 Lakhs for agro chemical segment during the Fiscal 2021 while during

the Fiscal 2020, our cost of material consumed amounted to ₹14,731.42 Lakhs for pigment segment and ₹23,417.86 Lakhs for agro chemical segment.

Purchase of Stock in Trade

The Purchase of Stock in Trade for the Fiscal 2021 was ₹1,811.36 Lakhs as compared to ₹1,777.93 Lakhs for the

Fiscal 2020. This increase was due to increase in sale of traded goods.

Changes in Inventories of finished goods, work in progress and stock-in-trade

The changes inventories of finished goods, work in progress and stock-in-trade and for the Fiscal 2021 were

(6,295.45) Lakhs as compared to 1,015.09 Lakhs for the Fiscal 2020, primarily due increase in closing stock of

finished goods in transit and work in progress.

Employee benefit expenses

Employee benefit expense for the Fiscal 2021 was ₹10,238.09 Lakhs as compared to ₹3,866.57 Lakhs for the Fiscal

2020. Salaries, wages & bonus was ₹7,181.23 Lakhs in Fiscal 2021 compared to ₹2,696.06 Lakhs in Fiscal 2020,

while directors remuneration was ₹1,881.75 Lakhs in Fiscal 2021 compared to ₹734.54 Lakhs in Fiscal 2020.

Further, contribution to provident fund and other funds was ₹ 482.37 Lakhs in Fiscal 2021 compared to ₹204.03

212

Lakhs in Fiscal 2020, while staff welfare expenses was ₹692.74 Lakhs in Fiscal 2021 compared to ₹231.94 Lakhs in

Fiscal 2020.

Finance cost

Finance cost for the Fiscal 2021 was ₹1,119.34 Lakhs as compared to ₹1,829.24 Lakhs for the Fiscal 2020. The

decrease in finance cost was due to change in debt mix and lower rate of interest negotiated with banks on cash

credit and working capital demand loan and bank charges. Our total interest on cash credit and working capital

demand loan reduced to ₹366.69 Lakhs in Fiscal 2021 as compared to ₹1,367.22 Lakhs in Fiscal 2020 on account of

better working capital management.

Depreciation and Amortization Expenses

Depreciation and amortization expense for the Fiscal 2021 was ₹5,068.08 Lakhs as compared to ₹2,240.95 Lakhs for

the Fiscal 2020. The increase was due to increase in property, plant and equipment.

Other expenses

Other expenses for the Fiscal 2021 were ₹34,718.60 Lakhs as compared to ₹14,735.76 Lakhs for the Fiscal 2020.

The increase was majorly due to increase in:

• power and fuel expense to ₹10,044.86 Lakhs in Fiscal 2021 as compared to ₹4,474.81 Lakhs for the Fiscal

2020;

• consumption of stores and spares to ₹ 1,382.19 Lakhs in Fiscal 2021 as compared to ₹ 728.89 Lakhs for the

Fiscal 2020;

• repairs to plant & machinery to ₹ 1,347.83 Lakhs in Fiscal 2021 as compared to ₹ 704.91 Lakhs for the Fiscal

2020;

• pollution control expenses to ₹ 2,120.53 Lakhs in Fiscal 2021 as compared to ₹ 893.85 Lakhs for the Fiscal

2020;

• labour contract charges to ₹ 2,358.13 Lakhs in Fiscal 2021 as compared to ₹ 1,052.29 Lakhs for the Fiscal

2020;

• packing material consumption to ₹ 4,138.85 Lakhs in Fiscal 2021 as compared to ₹ 1,394.90 Lakhs for the

Fiscal 2020;

• freight expenses to ₹ 3,377.70 Lakhs in Fiscal 2021 as compared to ₹ 1,121.89 Lakhs for the Fiscal 2020;

• expenditure towards CSR to ₹ 476.06 Lakhs in Fiscal 2021 as compared to nil for the Fiscal 2020; and

• One-time expense of ~₹2,500 Lakhs towards stamp duty provisioning made pursuant to the scheme of

arrangement in Fiscal 2021 as compared to Nil in Fiscal 2020.

Profit before exceptional items and Tax

Profit before exceptional items and Tax for Fiscal 2021 was ₹24,529.80 Lakhs as compared to ₹19,418.62 Lakhs for

Fiscal 2020. This increase in profit was primarily due to recognition of revenue from operation for full financial

period for Fiscal 2021 as compared to lesser period during the Fiscal 2020.

Exceptional item

Exceptional item for Fiscal 2021 was ₹650.00 Lakhs as compared to ₹ Nil for Fiscal 2020. Exceptional item for

Fiscal 2021 comprises of ₹650.00 Lakhs received pending final claim assessment and settlement from insurance

company on account of fire at one of the manufacturing unit of Company located at Dahej.

Profit before Tax

The profit before tax for Fiscal 2021 was ₹25,179.80 Lakhs as compared to ₹19,418.62 Lakhs for Fiscal 2020. This

increase was due to reason mentioned above.

213

Tax expenses

Total tax expense for the Fiscal 2021 was ₹6,532.19 Lakhs as compared to ₹4,461.19 Lakhs for Fiscal 2020. This

increase was due to increase in profit before tax as discussed above.

Profit for the year

The profit for the year after tax for the Fiscal 2021 was ₹18,647.61 Lakhs as compared to ₹14,957.43 Lakhs for the

Fiscal 2020. This increase was due to reasons mentioned as above.

Related Party Transactions

For details, please see the chapter titled “Financial Statements” beginning on page 121.

Significant developments after March 31, 2021 that may affect our future results of operations

1. Hon’ble NCLT has, vide an order dated May 3, 2021 approved the Composite Scheme of Arrangement between

Meghmani Organics Limited, Meghmani Organochem Limited and Meghmani Finechem Limited and their


provisions of the Companies Act, 2013 and other applicable laws. Pursuant to the Scheme, Agrochemical and

Pigment Undertaking (as defined in the Scheme) is transferred to and vested into our Company. The Effective

Date of the Scheme is May 10, 2021 with the Appointed Date of April 1, 2020. Accordingly, in accordance with

the Scheme, our Company has allotted 25,43,14,211 Equity Shares of ₹ 1 each to the shareholders of erstwhile

Meghmani Organics Limited as on the Record Date in the ratio of 1:1 and the existing share capital of 50,000

equity shares of our Company was cancelled.

2. Our Board of Directors was reconstituted and KMPs were appointed;

3. Our Board of Directors has at its meeting held on May 20, 2021, recommended final dividend of ₹1.40 per

Equity Share for the Fiscal 2021 which is subject to approval of shareholders of the Company at ensuing annual

general meeting;

4. Our Company received in-principle approval from NSE and BSE on June 29, 2021 and August 02, 2021

respectively. Further, Our Company was granted an exemption from the application of Rule 19(2)(b) of the

Securities Contracts (Regulation) Rules, 1957 by the SEBI vide its letter no. SEBI/HO/CFD/DIL-

1/P/OW/2021/0000017292/1 dated July 30, 2021.

Other than as disclosed above, the Directors of our Company confirm that, there have been no significant

developments after March 31, 2021 that may affect our future results of operations. For further information, please

see the chapter titled “Outstanding Litigation and Material Developments” on page 214.

214

SECTION VII – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as disclosed in this chapter, there are no outstanding (i) criminal proceedings, (ii) actions taken by statutory

or regulatory authorities, (iii) claims related to direct and indirect taxes, and (iv) material litigation, in each case

involving our Company, Subsidiary, Promoters and Directors.

In relation to (iv) above, our Board in its meeting held on May 20, 2021, has considered and adopted a policy of

materiality for identification of material litigation. In terms of the materiality policy adopted by our Board, any

outstanding litigation:

A. involving our Company and Subsidiaries:

i. where the aggregate monetary claim made by or against our Company and our Subsidiaries, in any such

pending litigation proceeding is in excess of (i) five percent (5%) of the profit after tax; or (ii) two percent

(2%) of total income, whichever is lower, for the fiscal 2021 as included in the consolidated financial

statements; and

ii. where the monetary liability is not quantifiable, or which does not fulfill the threshold specified in (i)

above, but the outcome of which could, nonetheless may have a material adverse effect on the position,

business, operations, prospects or reputation of our Company;

B. involving our Directors and our Promoters (individually or in aggregate), the outcome of which would

materially and adversely affect the business, operations, prospects, financial position, or reputation of our

Company, irrespective of the amount involved

Further, except as disclosed in this chapter, there are no disciplinary actions including penalties imposed by SEBI

or a recognized stock exchange against our Promoters, in the last five Fiscals immediately preceding the date of this

Information Memorandum, including any outstanding action.

Further, except as disclosed in this chapter, there are no outstanding litigations involving our Group Companies as

on the date of this Information Memorandum, which will have a material impact on our Company.

Our Board has approved, pursuant to its meeting dated May 20, 2021, that in view of the nature and extent of

outstanding dues of our Company and nature of business undertaken by our Company, a creditor of our Company,

shall be considered to be material for the purpose of disclosure in this Information Memorandum, if amounts due to

such creditor exceeds 5 per cent. of our Company’s consolidated trade payables as per the Consolidated Financial

Statements as on March 31, 2021, which is ₹ 34,020.38 Lakhs (“Creditors’ Materiality Policy”).

It is clarified that for the purposes of the above, pre-litigation notices received by our Company, Directors,

Promoters, Subsidiaries or Group Companies from third parties (excluding those notices issued by statutory/

regulatory/ tax authorities or notices threatening criminal action) shall, unless otherwise decided by the Board,

shall not be considered as material until such time that our Company, Directors, Promoters, Subsidiaries or Group

Companies, as applicable, is impleaded as defendant in litigation proceedings before any judicial forum.

We have disclosed matters relating to direct and indirect taxes involving our Company, Directors and Promoters in

a consolidated manner giving details of number of cases and total amount involved in such claims. All terms defined

in a particular litigation disclosure below are for that particular litigation only.

I. Litigation proceedings initiated against our Company

a) Criminal proceedings:

1. Mr. B K Prajapati, Agriculture Officer, Ankleshwar, Government of Gujarat, has visited the Panoli Factory

premises of our Company on November 5, 2009 and issued show cause notice to our Company. Our

215

Company has replied to the show cause notice on 11th January, 2010. Subsequently, Mr. B K Prajapati,

Agriculture Officer filed a complaint before the court of Judicial Magistrate First Class – Ankleshwar, vide

Case No. 3553/2010 alleging contravention of Order 25 of the Fertilizer (Control) Order, 1985 read with

Section 7 of the Essential Commodities Act, 1955 for purchasing and storing the “Urea” fertilizer. The

Agriculture Department has made last submission before the Hon’ble Court on July 23, 2019. The case is

currently pending.

2. Mr. Rajnikant Damodardas Mody, of Surat filed a First Information Report on March 28, 2014 before

Ankleswar Rural Police Station under Sections 3 and 7 of the Essential Commodities Act, 1955 against

erstwhile Meghmani Organics Limited and other five accused alleging illegal use of “Narmada – Urea”

fertilizer for industrial purpose at Panoli plant. The matter is currently under investigation.

b) Statutory or regulatory proceedings:

Nil

c) Other material pending proceedings:

Nil

d) Tax proceedings (consolidated)

Sr.

No. Type of Tax No. of cases outstanding

Amount involved

(in ₹ lakh)

1 Direct Tax 8 1,339.83

2 Indirect Tax 21 4,673.50

II. Litigation proceedings initiated by our Company


1. Our Company has filed 92 criminal cases u/s 138 of the Negotiable Instruments Act before appropriate

courts against various persons, the cheques issued by whom were dishonored. The aggregate amount

involved in these cases is approximately ₹591.79 Lakhs. These cases are pending at different stages before

the appropriate courts.

b) Other material pending proceedings:

Nil

III. Litigation proceedings initiated against our Directors


Nil


Nil


Nil

216

IV. Litigation proceedings initiated by our Directors


Nil

b) Other pending proceedings:

Nil

c) Tax proceedings:

Nil

V. Litigation proceedings initiated against our Promoters


Nil


Nil


Nil

d) Disciplinary action including penalty imposed by SEBI or stock exchanges against promoters in the last five

financial years including outstanding action:

Nil

e) Tax proceedings (consolidated)

Nil

VI. Litigation proceedings initiated by our Promoters


Nil

b) Other material pending proceedings:

Nil

VII. Litigation proceedings initiated against our Subsidiaries


Nil


217

Nil


Nil

d) Tax proceedings (consolidated)

Nil

VIII. Litigation proceedings initiated by our Subsidiaries


Nil

b) Other pending proceedings:

Nil

IX. Any pending litigation involving the Group Company which has a material impact on our Company

Nil

Outstanding Dues to Small Scale Undertakings or any other Creditors

As of March 31, 2021, the total trade payables of our Company, was ₹34,020.38 Lakhs, the details of which are as

follows:

Particulars No. of Creditors Amount due

(₹ in Lakhs)

Material Creditors 2 3,713.41

Micro, Small or Medium enterprises 134 3,176.23

Other Creditors 5,471 27,130.73

Total 5,607 34,020.38

Based on the materiality threshold, as on March 31, 2021, we have 2 (Two) material creditors.

MATERIAL DEVELOPMENT AFTER THE DATE OF LAST FINANCIAL STATEMENTS AS ON

MARCH 31, 2021

Except as mentioned below, in the opinion of our Board, there have not arisen since the date of last Financial

Statements as on March 31, 2021, any circumstances that materially or adversely affect or are likely to affect our

profitability taken as a whole or the value of our assets or our ability to pay our material liabilities within the next

twelve months:

1. Hon’ble NCLT has, vide an order dated May 3, 2021 approved the Composite Scheme of Arrangement between



provisions of the Companies Act, 2013 and other applicable laws. Pursuant to the Scheme, Agrochemical and

Pigment Undertaking (as defined in the Scheme) is transferred to and vested into our Company. The Effective

Date of the Scheme is May 10, 2021 with the Appointed Date of April 1, 2020. Accordingly, in accordance with

the Scheme, our Company has allotted 25,43,14,211 Equity Shares of ₹ 1 each to the shareholders of erstwhile

Meghmani Organics Limited as on the Record Date in the ratio of 1:1 and the existing share capital of 50,000

equity shares of our Company was cancelled.

218

2. Our Board of Directors was reconstituted and KMPs were appointed;

3. Our Board of Directors has at its meeting held on May 20, 2021, recommended final dividend of ₹1.4 (@140%)

per Equity Share for the Fiscal 2021 which is subject to approval of shareholders of the Company at ensuing

annual general meeting;

4. Our Company received in-principle approval from NSE and BSE on June 29, 2021 and August 02, 2021

respectively. Further, Our Company was granted an exemption from the application of Rule 19(2)(b) of the

Securities Contracts (Regulation) Rules, 1957 by the SEBI vide its letter no. SEBI/HO/CFD/DIL-

1/P/OW/2021/0000017292/1 dated July 30, 2021.

219

GOVERNMENT AND OTHER STATUTORY APPROVALS

Pursuant to the Composite Scheme of Arrangement, all the permits, licenses, registrations, authorities, allotments,

approvals, contracts, engagements, arrangements, title, interest, benefits, rights and benefits under insurance

policies, intellectual property including trademarks, patents, copyrights, privileges, goodwill, import quotas, import

licenses, industrial designs, labels, label designs and all other rights including lease rights, tenancy rights,

authorizations, licenses, quota rights, all special economic zone benefits, excise duty exemptions, income-tax

benefits and exemptions, approvals and recognitions for scientific research issued by the prescribed authority,

powers and facilities of every kind, nature and description whatsoever of the Agrochemical and Pigment

Undertaking of the Demerged Company shall stand transferred to and vested in or shall be deemed to be transferred

to and vested in our Company as if the same were originally given or issued to or executed in favour of our

Company, and the rights and benefits under the same shall be available to our Company.

Unless otherwise stated, these approvals are valid as on the date of this Information Memorandum. For details in

connection with the regulatory and legal framework within which our Company operates, see “Key Regulations and

Policies” on page 88.

For Scheme related approvals, see “Other Regulatory and Statutory Disclosures” on page 221.

We require various approvals to carry on business in India. Our Company has received the following major

government and other approvals pertaining to our business:

Incorporation and Corporate Approvals

1. Certificate of incorporation dated October 15, 2019 issued by the ROC;

2. Certificate of incorporation pursuant to change of name dated August 3, 2021 issued by the ROC;

3. The Corporate Identity Number of our Company is U24299GJ2019PLC110321;

4. The ISIN of Equity Shares of our Company is INE0CT101020.

Material approvals in relation to our Company’s business and operations Business related approvals

1. Factory licenses issued by the Directorate of Industrial Safety and Health, Gujarat under the Factories Act, 1948

to enable our Company to operate our manufacturing facilities;

2. Consolidated Consent and Authorization under The Water (Prevention and Control of Pollution) Act, 1974, The

Air (Prevention and Control of Pollution) Act, 1981, Hazardous Material (Management, Handling and

Transboundary Movement) Rules, 2008 for the discharge of trade effluent and emission at our manufacturing

facilities issued by the Gujarat Pollution Control Board;

3. Industrial Entrepreneur Memorandum (IEM) issued by Secretariat of Industrial Approval (SIA), Department for

Promotion of Industries and Internal Trade (DPIIT), Ministry of Commerce and Industry;

4. Certificate for the use of Boilers at our manufacturing facilities issued by the Assistant Director of Boilers,

Ahmedabad under the Boilers Act, 1923;

5. Certificate of Importer-Exporter Code issued by the office of the Joint Director General of Foreign Trade,

Ministry of Commerce and Industry, Government of India, to enable our Company to carry out its export and

import operations;

6. License to manufacture and specified insecticides issued by the Directorate of Agriculture, Government of

Gujarat under the Insecticides Act, 1968;

7. Certificate for verification of weights bridge by office of the Controller, Legal Metrology, Gujarat State;

8. License to import and store petroleum issued by Chief Controller of Explosives under the Petroleum Act, 1934;

9. Certificate of Stability issued by Director, Industrial Safety and Health, Gujarat State, Ahmedabad;

10. License for storage of Solvent C-9, LDO issued by the District Magistrate, Bharuch;

11. License to store raw material issued under the Explosives Act,

220

12. License issued under section 2 of the Poisons Act, 1919;

13. Certificate of Registration for the status of 4 Star Export House issued by Joint Director General of Foreign

Trade, Ministry of Commerce and Industry;

14. Registration of D.G sets with office of collector of electricity duty under the Gujarat Electricity Duty Act, 1958;

15. Registration with Dakshin Gujarat Vij Company Limited, Uttar Gujarat Vij Company Limited and Torrent

Power Limited for electricity connection at our manufacturing facilities;

16. License to use lift issued by the Chief Inspector of lifts and escalators.

Labour/employment related approvals

1. Registration as a principal employer under the Contract Labor (Regulation & Abolition) Act, 1970 issued by

relevant registering officer with respect to the manufacturing facilities.

2. Registration for employees’ provident fund issued by the Employees’ Provident Fund Organization under the

Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.

3. Registration for employees’ insurance issued by the Employees State Insurance Corporation, Ahmedabad under

the Employees' State Insurance Act, 1948.

Tax related approvals

1. Permanent account number of our Company AANCM0056E issued by the Income Tax Department under the

Income Tax Act, 1961;

2. Tax deduction account number issued by the Income Tax Department under the Income Tax Act, 1961.

3. Goods and services tax registration in the states where our Company operates;

4. Registration as an employer issued by the Profession Tax Office under the Gujarat State Tax on Professions,

Trades, Ceiling and Employments Act, 1976;

Intellectual Property Approvals

As on the date of this Information Memorandum, our Company has 25 registered trademarks under various classes

with the Registrar of Trademarks under the Trade Marks Act.

Our Company is in the process of making applications to various authorities for seeking for change of name on all

permissions/approvals pursuant to the Scheme.

221

OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority of Listing

Hon’ble NCLT has, vide an order dated May 3, 2021 approved the Composite Scheme of Arrangement between


respective shareholders and creditors under Sections 230 to 232 read with Section 66 and other applicable provisions

of the Companies Act, 2013 and other applicable laws. Pursuant to the Scheme, Agrochemical and Pigment

Undertaking (as defined in the Scheme) is transferred to and vested into our Company. The Effective Date of the

Scheme is May 10, 2021with the Appointed Date of April 1, 2020. Accordingly, in accordance with the Scheme, our

Company has allotted 25,43,14,211 Equity Shares of ₹ 1 each to the shareholders of erstwhile Meghmani Organics

Limited as on the Record Date in the ratio of 1:1.

In accordance with the Scheme, the Equity Shares of our Company, shall be listed and admitted to trading on NSE

and BSE. Such admission and listing is not automatic and will be subject to fulfilment by our Company of the

respective listing criteria of the Stock Exchanges and also subject to such other terms and conditions as may be

prescribed by the respective Stock Exchanges at the time of the application made by our Company seeking approval

for listing.

Eligibility Criteria

There being no initial public offering or rights issue, the eligibility criteria prescribed under the SEBI ICDR

Regulations are not applicable. However, SEBI, vide its letter no. SEBI/HO/CFD/DIL-1/P/OW/2021/0000017292/1

dated July 30, 2021, granted relaxation of clause (b) to sub-rule (2) of Rule 19 of SCRR on an application by the

Company to SEBI under sub-rule (7) of Rule 19 of the SCRR as per the SEBI Circular. Our Company submitted this

Information Memorandum, containing information about our Company, making disclosures in line with the

disclosure requirement for public issues, as applicable to NSE and BSE and the Information Memorandum shall be

made available to public through the respective websites of the Stock Exchanges i.e. www.nseindia.com and www.bseindia.com. Our Company shall make the Information Memorandum available on its website at

www.meghmani.com. Our Company shall publish an advertisement in the newspapers containing details as per the

SEBI Master Circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020. The advertisement shall

draw specific reference to the availability of the Information Memorandum on our Company’s website.

Prohibition by SEBI

Our Company, Promoters, Promoter Group and Directors are not or have not been prohibited from accessing the

capital market or debarred from buying, selling or dealing in securities under any order or direction passed by SEBI

or any securities market regulator in any other jurisdiction or any other authority/court.

Further, none of our Directors or Promoters is a director or promoter of any other company which is currently

debarred from accessing the capital markets by SEBI.

Association with the Securities Market

Further, none of the Directors of the Company are associated with the securities market in any manner, and SEBI

has not initiated any action against any entity, with whom the directors of the Company are associated in the past

five years preceding the date of this Information Memorandum.

Identification as willful defaulter by RBI

Except as mentioned below, neither our Company nor any of our Promoters or Directors have been identified as

willful defaulter(s) by any bank and/or financial institution in accordance with the guidelines on willful defaulters

issued by the Reserve Bank of India:

The Stock Exchanges have observed that one of the Directors of MOL 1, the Demerged Company, viz., Mr.

Natwarlal Meghjibhai Patel is a director of a company, viz., John Energy Limited. the said company has been




222

declared to be a defaulter by the Reserve Bank of India. It has been clarified that the said Mr. Natwarlal Meghjibhai

Patel was an independent director of the said company since February 2009. However, he was not involved in the

day to day activities of the said company. He had not given any personal guarantee to secure the loan of the said

company. Hence, in his personal capacity he is not a defaulter. It was also further clarified and confirmed that Mr.

Natwarlal Meghjibhai Patel has already resigned as a director of the said company, viz., John Energy Limited vide

his letter dated 16th July, 2020.

Fugitive Economic Offender

Neither our Promoters nor our Directors have been declared as fugitive economic offender under Section 12 of the

Fugitive Economic Offenders Act, 2018.

Compliance with Companies (Significant Beneficial Ownership) Rules, 2018

Our Company, Promoters and Promoter Group are in compliance with the Companies (Significant Beneficial

Ownership) Rules, 2018 to the extent applicable.

Disclaimer clause of SEBI

“IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS INFORMATION

MEMORANDUM TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT

IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR

APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE

FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS

PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR

OPINIONS EXPRESSED IN THIS INFORMATION MEMORANDUM.

THE FILING OF THIS INFORMATION MEMORANDUM DOES NOT, HOWEVER, ABSOLVE THE

COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE

REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE

REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE

RIGHT TO TAKE UP, AT ANY POINT OF TIME, ANY IRREGULARITIES OR LAPSES IN THIS THIS

INFORMATION MEMORANDUM.”

Disclaimer Clause of NSE

As required, a copy of the draft Scheme was submitted to NSE. NSE has vide its letter dated September 4, 2020

granted its observations on the Scheme under Regulation 37 of the SEBI LODR Regulations and by virtue of that

approval, the NSE’s name is included in this Information Memorandum as one of the Stock Exchanges on which the

Company’s securities are proposed to be listed.

As required, a copy of this Information Memorandum has been submitted to NSE.

Disclaimer Clause of BSE

As required, a copy of the draft Scheme was submitted to BSE. BSE has vide its letter dated September 4, 2020

granted its observations on the Scheme under Regulation 37 of the SEBI LODR Regulations and by virtue of that

approval, the BSE’s name is included in this Information Memorandum as one of the Stock Exchanges on which the

Company’s securities are proposed to be listed.

As required, a copy of this Information Memorandum has been submitted to BSE.

General Disclaimer from our Company

Our Company accepts no responsibility for statements made otherwise than in this Information Memorandum or in

the advertisements to be published in terms of Annexure I Para III (A)(5) of the SEBI Circular or any other material

223

issued by or at the instance of our Company and anyone placing reliance on any other source of information would

be doing so at his or her own risk. All information shall be made available by our Company to the public and

investors at large and no selective or additional information would be available for a section of the investors in any

manner.

Jurisdiction

Exclusive jurisdiction for the purpose of this Information Memorandum is with the competent courts / authorities in

Gujarat, India.

Filing

This Information Memorandum has been filed with NSE and BSE.

Listing

Our Company has obtained in-principle listing approvals from NSE and BSE on June 29, 2021 and August 2, 2021,

respectively. Our Company shall make the applications for final listing and trading approvals from NSE and BSE.

The Company has nominated NSE as the Designated Stock Exchange for the aforesaid listing of shares. The

Company shall ensure that it will take all steps for the completion of necessary formalities for listing and

commencement of trading at all the Stock Exchanges mentioned above within such period as approved by SEBI.

Demat Credit / Dispatch of share certificates

The Company has executed Tripartite Agreements with CDSL and NSDL dated March 5, 2021 and March 4, 2020,

respectively, for admitting its securities in demat form. The ISIN allotted to the Company’s Equity Shares is

INE0CT101020.The Equity Shares have been allotted to those shareholders who have provided necessary details to

the Company/RTA and/or who were holding their equity shares in erstwhile Meghmani Organics Limited in demat

form as on the Record Date i.e. May 19, 2021. Our Company has credited the Equity Shares in the demat account of

respective shareholders through NSDL and CDSL.

Further, in accordance with the applicable laws, our Company has credited the Equity Shares into an escrow demat

account opened by our Company for those shareholders who were holding their equity shares in erstwhile

Meghmani Organics Limited in physical form as on the Record Date i.e., May 19, 2021 and upon receipt of requisite

details of the demat account from such shareholders, such Equity Shares will be credited into their respective demat

accounts.

Expert Opinions

We have not obtained any expert opinions for the purpose of this Information Memorandum.

Consent

Our Company has obtained consent from our Directors, Statutory Auditor and Registrar.

Public Issues or Rights Issues

Since incorporation, our Company has not issued Equity Shares to the public or had any Rights Issues.

Capital Issue in the last 3 years

Neither our Company, nor any listed Group Company/ subsidiaries/ associates have made any capital issue during

the last 3 years.

Commission and Brokerage on Previous Issues

224

No sum has been paid or is payable as commission or brokerage for subscribing to or procuring or agreeing to

procure subscription for any of the Equity Shares since its inception.

Performance vis-a-vis Objects

Since incorporation, our Company has not issued any Equity Shares to public. The Equity Shares of our Company

will be listed on the Stock Exchanges pursuant to the Scheme.

Issuances for consideration other than Cash

For details in relation to the allotment of Equity Shares for consideration other than cash, see “Capital Structure” on

page 40.

Outstanding Debenture or Bonds and Redeemable Preference Shares and Other Instruments Issued by the

Company

There are no outstanding debentures or bonds and redeemable preference shares and other instruments issued by our

Company.

Stock Market Data for Equity Shares of the Company

The Equity shares of the Company are not listed on any stock exchanges. The Company is seeking approval for

listing of shares through this Information Memorandum.

Stock Market Data for Equity Shares of the Demerged Company / Transferor Company

The high, low and average market closing prices recorded on the Stock Exchanges during the last three years and the

number of Equity Shares traded on these days is stated below:

BSE

Fiscal High

(₹)

Date of

High

Volume on

date of High

(number of

Equity Shares)

Low

(₹)

Date of

Low

Volume on date

of Low

(number of

Equity Shares)

Average

market price

of the Equity

Shares for the

year (₹)

2020-21 128.15 March 16,

2021

12,63,221 37.60 April 1,

2020

1,33,042 70.71

2019-20 73.00 May 29,

2019

2,99,243 31.80 March 24,

2020

1,24,856 55.67

2018-19 114.40 May 8,

2018

2,86,787 42.10 February

6, 2019

5,33,600 76.97

(Source: www.bseindia.com)

NSE

Fiscal High

(₹)

Date of

High

Volume on

date of High

(number of

Equity Shares)

Low

(₹)

Date of

Low

Volume on date

of Low

(number of

Equity Shares)

Average

market price

of the Equity

Shares for the

year (₹)

2020-21 128.70 March 16,

2021 1,23,76,553 37.25

April 1,

2020 15,15,329 70.73

2019-20 73.15 May 29,

2019 18,03,484 32.05

March 25,

2020 6,20,583 55.68


225

Fiscal High

(₹)

Date of

High

Volume on

date of High

(number of

Equity Shares)

Low

(₹)

Date of

Low

Volume on date

of Low

(number of

Equity Shares)

Average

market price

of the Equity

Shares for the

year (₹)

2018-19 114.35 May 8,

2018 19,53,163 42.15

February

6, 2019 22,79,792 76.98

(Source: www.nseindia.com)

Notes:

1. High, low and average prices are based on the daily closing prices.

2. In case of two days with the same high or low price, the date with the high volume has been considered.

Mechanism for Redressal of Investor Grievances

Link Intime India Private Limited is the Registrar and Share Transfer Agent of the Company to accept the

documents/requests/complaints from the investors/shareholders of the Company. All documents are received at the

inward department, where the same are classified based on the nature of the queries/actions to be taken and coded

accordingly. The documents are then electronically captured before forwarding to the respective processing units.

The documents are processed by professionally trained personnel. The Company has set up service standards for

each of the various processes involved such as effecting the transfer/dematerialization of securities/change of

address ranging from 15-30 days.

Shareholders can express their grievances by sending mails to [email protected] or raise complaints in

SCORES (Common Portal introduced by SEBI).Our Company is currently in the process of activating its SCORES

portal, and hence submitted the requisite application modalities with SEBI. As on the date of this Information

Memorandum, our Company has not received any investor complaints.

Jayesh Patel, Company Secretary and Compliance Officer of the Company is vested with responsibility of

addressing the Investor Grievance(s) in coordination with Registrar & Transfer Agent.

Name and Contact details of Company Secretary & Compliance Officer

Jayesh Patel



Telephone: +91-79-7176100;


Capitalization of Reserves or Profits

Our Company has not capitalised reserves or profits since incorporation.

Revaluation of Assets

Our Company has not revalued its assets since incorporation.

Undertaking

The complaints received from the investors shall be attended to by the Company expeditiously and satisfactorily. All

steps for completion of the necessary formalities for listing and commencement of trading at all stock exchanges

where the securities are to be listed are taken within the period prescribed by SEBI.

Changes in auditors

There has been no change in the statutory auditors of the Company since incorporation.




226

SECTION VIII – MAIN PROVISIONS OF ARTICLES OF ASSOCIATION

The following regulations comprised in these Articles of Association were adopted pursuant to members’ resolution

passed at the extra-ordinary general meeting of the Company held on 7th May, 2021 in substitution for, and to the

entire exclusion of, the earlier regulations comprised in the extant Articles of Association of the Company.

1. The regulations contained in Table “F” in the First Schedule to the Companies Act, 2013 shall apply to the

Company so far as they are not inconsistent with or repugnant to any of the regulations contained in these

Articles of Association of the Company.

2. Wherever in the Act or other laws, it has been provided that the company shall have any right, privilege or

authority or that the company could carry out any transaction only if the company is authorized by its articles,

then and in that case this Article authorizes and empowers the Company and its board of directors to have

such rights, privileges or authorities to carry such transaction as have been permitted by the Act, without there

being any specific article in that behalf and it shall be deemed that the said rights, privileges or authorities are

existing in these Articles.

3. Notwithstanding anything contained in these Articles, if any provision of these Articles is inconsistent with

the provisions of the Act or any other laws or become inconsistent or repugnant with the provisions of the Act

or any other laws on account of any amendment or modification or statutory re-enactment thereof, the

Company shall be governed and bound by, and the Board shall be deemed to be authorized by these Articles

to comply with, the provisions of the Act or any other laws to the extent of inconsistency or repugnancy.

INTERPRETATION

Interpretation Clause

4. In the interpretation of these Articles, the following words and expressions shall have following meanings,

unless repugnant to the subject or context:

(1) The Act

The “Act” means the “Companies Act, 2013” and includes any statutory modification or re-enactment

thereof for the time being in force.

(2) These Articles or These Presents or Regulations

These “Articles” or These “Presents” or “Regulation” means these Articles of Association for the time

being or as altered from time to time by Special Resolution and includes the memorandum where the

context so requires and also includes regulations made by SEBI as may be applicable.

(3) Associate company

“Associate company”, in relation to another company, means a company in which that other company

has a significant influence, but which is not a subsidiary company of the company having such

influence and includes a joint venture company.

Explanation.—for the purposes of this sub-article, “significant influence” means control of at least

20% of total share capital, or of business decisions under an agreement;

(4) “Alter” and “Alteration”

“Alter” and “Alteration” shall include the making of additions, omissions, insertions, deletions and

substitutions.

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(5) Annual General Meeting

“Annual General Meeting” means a General Meeting of the Members held in accordance with the

provisions of Section 96 of the Act and any adjourned holding thereof.

(6) Auditors

“Auditors” means and includes those persons appointed as such for the time being by Company.

(7) Board or Board of Directors

“Board” or “Board of Directors” in relation to the Company, means the collective body of the

Directors of the Company.

(8) Beneficial Owner

“Beneficial Owner” shall have the meaning assigned thereto by Section 2 (1)(a) of the Depositories

Act, 1996.

(9) Bye-Laws

“Bye-laws” means bye-laws made by a Depository under Section 26 of the Depositories Act.

(10) Capital

“Capital” means the share capital for the time being raised or authorised to be raised, for the purposes

of the Company.

(11) Chairman

“The Chairman” means the Chairman of the Board of Directors for the time being of the Company.

(12) Charge

“Charge” means an interest or lien created on the property or assets of the Company or any of its

undertakings or both as security and includes a mortgage.

(13) The Company or This Company

The “Company” or this “Company” means “MEGHMANI ORGANOCHEM LIMITED”.

(14) Company Secretary

“Company secretary” or “secretary” means a company secretary as defined in clause (c) of sub-section

(1) of Section 2 of the Company Secretaries Act, 1980 who is appointed by a company to perform the

functions of a company secretary under the Act.

(15) CORE PROMOTERS OR PROMOTERS

CORE PROMOTERS OR PROMOTERS means the following:

(I) Mr. Jayanti Meghjibhai Patel

(2) Mr. Ashish Natwarlal Soparkar

(3) Mr. Natwarlal Meghjibhai Patel

(4) Mr. Ramesh Meghjibhai Patel

(5) Mr. Anand Ishwarbhai Patel

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(6) Mr. Ankit Natwarlal Patel

(7) Mr. Karana Rameshbhai Patel

(8) Mr. Darshan Anandbhai Patel

(16) Debenture

“Debenture” includes debenture stock, bonds and any other instrument of the Company, evidencing a

debt whether constituting a charge on the assets of the Company or not.

(17) Directors

“Directors” means a director appointed to the Board of Directors for the time being of the Company or

as the case may be, the Directors assembled at a Board or acting under a Circular Resolution under

these Articles.

(18) Depository

“Depository” shall have the meaning assigned thereto by Section 2(1)(e) of the Depositories Act, 1996.

“Depositories Act” means the Depositories Act, 1996 including any statutory modifications or re-

enactment thereof including all the rules, notifications, circulars issued thereof and for time being in

force.

(19) Dividend

“Dividend” includes any interim dividend.

(20) Documents

“Documents” includes summons, notice, requisition, order, declaration, form and register, whether

issued, sent or kept in pursuance of this Act or under any other law for the time being in force or

otherwise, maintained on paper or in electronic form.

(21) Employees Stock option

“Employees’ Stock Option” means the option given to the directors, officers or employees of a

company or of its holding company or subsidiary company or companies, if any, which gives such

directors, officers or employees, the benefit or right to purchase, or to subscribe for, the shares of the

company at a future date at a pre-determined price.

(22) Extraordinary General Meeting

“Extraordinary General Meeting” means an Extraordinary General Meeting of the Members duly

called and constituted and any adjourned holding thereof.

(23) Financial Year

“Financial year”, in relation to the Company means the period ending on the 31st day of March every

year.

(24) Free Reserves”

“Free reserves” means such reserves which, as per the latest audited balance sheet of the Company, are

available for distribution as dividend:

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Provided that—

(i) Any amount representing unrealized gains, notional gains or revaluation of assets, whether shown

as a reserve or otherwise, or

(ii) Any change in carrying amount of an asset or of a liability recognized in equity, including surplus

in profit and loss account on measurement of the asset or the liability at fair value, shall not be treated

as free reserves.

(25) Global Depository Receipts

“Global Depository Receipt” means any instrument in the form of a depository receipt, by whatever

name called, created by a foreign depository outside India and authorized by a company making an

issue of such depository receipts.

(26) Indian Depository Receipts

Indian Depository Receipt” means any instrument in the form of a depository receipt created by a

domestic depository in India and authorised by a company incorporated outside India making an issue

of such depository receipts.

(27) ‘In writing’ and ‘Written’

‘In writing’ and ‘Written’ include printing, lithography and any or all other modes of representing or

reproducing words in visible form duly authenticated.

(28) Key managerial Personnel means an individual as defined under Section 2 (51) of the Act;

(29) Manager means an individual as defined under Section 2 (53) of the Act.

(30) Managing Director means an individual as defined under Section 2 (54) of the Act.

(31) Meeting or General Meeting

“Meeting” or “General Meeting” means a meeting of the Directors or Members or creditors as the case

may be.

(32) Members

“Member”, in relation to a company, means—

(i) The subscriber to the memorandum of the company, who shall be deemed to have agreed to

become member of the company, and on its registration, shall be entered as member in its Register

of Members;

(ii) Every other person who agrees in writing to become a member of the company and whose name is

entered in the Register of Members of the company;

(iii) Every person holding shares of the company and whose name is entered as a beneficial owner in

the records of a depository.

(33) Month

“Month” means a period of thirty (30) days and a calendar month means English calendar months.

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(34) Office

“Office” means the Registered Office for the time being of the Company.

(35) Ordinary or Special Resolution

“Ordinary or Special Resolution” means an Ordinary Resolution or as the case may be, Special

Resolution shall have the meaning assigned to it by Section 114 of the Act.

(36) Paid up

“Paid up” share capital or share capital paid up means such aggregate amount of money credited as

paid up as is equivalent to the amount received as paid-up in respect of shares issued and also includes

any amount credited as paid-up in respect of shares of the company, but does not include any other

amount received in respect of such shares, by whatever name called.

(37) Persons

“Persons” means any natural person, firm, company, governmental authority, joint venture,

partnership, association of persons or any other entity (whether or not having a separate legal

personality).

(38) Proxy

“Proxy” means an instrument whereby any person is authorised to attend a meeting and vote for a

member at the General Meeting or a poll.

(39) Register of Companies

Register of Companies means the register of companies maintained by the Registrar on paper or in any

electronic mode under this Act.

(40) Register of Members

“The Register of Members” means the Register of Members to be kept pursuant to the provisions of

Section 88 of this Act.

(41) Registrar

“The Registrar” means a Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an

Assistant Registrar, having the duty of registering companies and discharging various functions under

this Act.

(42) Related Party and Relatives

“Related Party” and “Relatives” as defined under Section 2 (76) and (77) of the ACT.

(43) ‘Retiring Director’ means a director subject to retirement by rotation in accordance with the

provisions of Section 152 of the Act but does not include an independent director appointed pursuant

to the provisions of Section 149 (4) of the Act.

(43) Seal

“Seal” means the Common Seal for the time being of the Company.

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(44) Security/Securities

“Securities” means the securities as defined in clause (h) of Section 2 of the Securities Contracts

(Regulation) Act, 1956 and as may be defined from time to time

(45) SEBI

SEBI means the Securities and Exchange Board of India established under Section 3 of the Securities

& Exchange Board of India, Act, 1992.

(46) Share

"Share" means a share in the share capital of the Company and includes stock except where a

distinction between stocks and shares is expressed or implied.

(47) Singular number

Words importing the singular number include where the context admits or requires the plural number

and vice versa.

(48) Expression in the act to bear the same meaning in Articles

Save as aforesaid, any words and expressions contained in these Articles shall bear the same meaning

as in the Act or any statutory modifications thereof for the time being in force.

CAPITAL

5. The Authorized Share Capital of the Company shall be as per Paragraph V of the Memorandum of

Association of the Company with rights to alter the same in whatever way as deemed fit by the Company.

The Company may increase the Authorised Share Capital which may consist of Equity and/or Preference

Shares as the Company in General Meeting may determine in accordance with the, Regulations of the

Company and the legislative provisions for the time being in force in this behalf. The Company reserves the

power to divide the shares in the Authorized Share Capital for the time being into Equity Share Capital or

Preference Share Capital and to attach thereto respectively any preferential, qualified or special rights,

privileges or conditions and to vary, modify and abrogate the same in such manner as may be determined by

or in accordance with these Presents.

Preference share capital not to exceed total nominal value

6. In the event of the Preference shares being issued, total nominal value of the issued Preference shares shall

not at any time exceed the total nominal value of the issued Ordinary shares. The Preference shares to be

issued shall rank equally with or in priority to Preference shares already issued.

Rights of Preference Shareholders

7. Preference shareholders shall have the same rights as ordinary shareholders as regards receiving of notices,

reports and balance sheets and attending General Meetings of the Company.

Preference shareholders shall have the right to vote on:-

8.

(a) resolutions placed before the Company which directly affect their rights attached to his preference shares

or

(b) any resolution for the winding up of the Company or

(c) for the repayment or reduction of its equity or preference share capital and their voting rights on a poll

shall be in proportion to their share in the paid-up preference share capital of the Company:

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Provided further that where the dividend in respect of a class of preference shares has not been paid for a

period of two (2) years or more, such class of preference shareholders shall have a right to vote on all the

resolutions placed before the Company.

Provided that the proportion of the voting rights of equity shareholders to the voting rights of the preference

shareholders shall be in the same proportion as the paid-up capital in respect of the equity shares bears to the

paid-up capital in respect of the preference shares.

Increase of Capital by the Company; how carried into effect

9. The Company may in General Meeting, from time to time, by Ordinary Resolution, increase its capital by

creation of new shares which may be unclassified and may be classified at the time of issue in one or more

classes and of such amount or amounts as may be deemed expedient. The new shares shall be issued upon

such terms and conditions with such rights and privileges annexed thereto as the resolution shall prescribe

and in particular, such shares may be issued with a preferential or qualified right to dividends, and in the

distribution of assets of the Company, and with a right of voting at General Meeting of the Company in

conformity with Section 47 and of Act. Whenever the capital of the Company has been increased under the

provisions of these Articles, the Directors shall comply with the provisions of Section 64 of the Act.

Subject to the applicable provisions of the Act and/ or any other applicable Rules, Guidelines or any other

statutory provisions, the Company acting through its Board of Directors shall have power to issue equity

share capital with differential rights as to dividend, voting and/ otherwise in such manner and on such terms

and conditions as may be prescribed by the resolution authorizing such issue.

New Capital same as existing capital

10. Except in so far as otherwise provided by the conditions of issue or by these Articles, any capital raised by the

creation of new shares shall be considered as part of the existing capital and shall be subject to the provisions

herein contained with reference to the payment of calls and installments, forfeiture, lien, surrender, transfer

and transmission, voting and otherwise.

Redeemable Preference Shares

11. Subject to the provisions of Section 55 of the Act, the Company shall have the power to issue preference

shares which are, or at the option of the Company, liable to be redeemed and the resolution authorizing such

issue shall prescribe the manner, terms and conditions of redemption.

Provisions to apply on issue of Redeemable Preference Shares

12. On the issue of redeemable preference shares under the provisions of Article 11 hereof, the following

provisions shall take effect.

(a) no such shares shall be redeemed except out of the profits of the Company which would otherwise be

available for dividend or out of the proceeds of a fresh issue of shares made for the purposes of such

redemption;

(b) no such shares shall be redeemed unless they are fully paid;

(c) where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall, out

of such profits which would otherwise have been available for dividend, be transferred, a sum equal to

the nominal amount of the shares to be redeemed, to a reserve, to be called the Capital Redemption

Reserve Account, and the provisions of the Act relating to reduction of share capital of a company shall,

except as provided in Section 55 of the Act,, apply as if the Capital Redemption Reserve Account were

paid-up share capital of the Company;

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(d) subject to the provisions of Section 55 of this Act, the redemption of preference shares hereunder may be

effected in accordance with the terms and conditions of their issue and in the absence of any specific

terms and conditions in that behalf in such manner as the Directors determine;

(e) the premium, if any, payable on redemption shall be provided for out of the profits of the Company or

out of the Company’s Securities Premium Account before such shares are redeemed;

(f) upon redemption of any redeemable preference shares, the Company shall, within one month thereafter,

give notice thereof to the Registrar of Companies as required by Section 64 of the Act.

Reduction of Capital

13. Subject to the provisions of Section 66 of the Act, as may be applicable from time to time, the Company may,

from time to time by Special Resolution, reduce its share capital and any capital redemption reserve account

or any share premium account in any manner for the time being authorised by law and in particular capital

may be paid off on the footing that it may called upon again or otherwise. This Article is not to derogate from

any power the Company would have if it were omitted.

Consolidation, Sub-division and Cancellation of Shares

14. Subject to the provisions of Section 61 of the Act, the Company, in General Meeting, may, from time to time,

increase its authorized share capital, sub-divide or consolidate its shares, or any of them or any part of them,

convert or reconvert shares in to Stock and the resolution whereby any share is sub-divided, may determine

that as between the holder of the shares resulting from such sub-division, one or more of such shares shall

have some preference or special advantage as regards dividend, capital or otherwise over or as compared with

the others or other. Subject to the aforesaid, the Company, in General Meeting, may also cancel shares, which

have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the

amount of the shares so cancelled.

Modification of rights

15. Whenever the share capital of the Company is divided into different classes of shares, all or any of the rights

and privileges attached to each class may, subject to the provisions of Section 48 of the Act, be modified,

commuted, affected, abrogated, dealt with or varied in terms of an Agreement between the Company and any

person purporting to contract on behalf of that class provided such agreement is ratified in writing by the

holders of at least three-fourths of the issued shares of that class or is confirmed by a Special Resolution

passed at a General Meeting of the holders of shares of that class. This Article is not to derogate from any

power the Company would have if this Article were omitted.

The rights conferred upon the holders of the shares of any class issued with preferential or other rights shall

not, unless the terms of issue of shares otherwise provide, be deemed to be varied by the creation or issue of

further shares ranking pari passu therewith.

SHARES AND CERTIFICATES

Restriction on allotment and return of allotment

16. The Board of Directors shall observe the restrictions to allotment of shares to the public contained in Section

39 of the Act.

Further issue of share Capital

17. (1) Subject to the provisions of the Section 62 of the Act, where at any time after the formation of the

Company, it is proposed to increase the subscribed capital of the Company by allotment of further shares,

whether out of unissued share capital or out of increased share capital, then such further shares shall be

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offered to the persons who at the date of the offer, are holders of the equity shares of the Company, in

proportion, as nearly as circumstances admit, to the capital paid up on these shares at the date. Such offer

shall be made by a notice specifying the number of shares offered and limiting a time not being less than

fifteen (15) days or such lesser number of days as may be prescribed under the Act, from the date of the

offer within which the offer, if not accepted, will be deemed to have been declined. Such offer shall be

deemed to include a right exercisable by the person concerned to renounce the shares offered to them in

favour of any other person and the notice referred to above hereof shall contain this statement of this

right, provided that the directors may decline, without assigning any reason to allot any shares to any

person in whose favour any member may renounce the shares offered to him. After the expiry of the time

specified in the notice aforesaid or on receipt of earlier intimation from the person to whom such notice

is given that he declines to accept the shares offered, the Board may dispose of them in such manner as it

thinks most advantageous to the shareholders and the Company.

(2) Notwithstanding anything contained in the preceding sub-article, the Company may by a Special

Resolution offer further shares to any person whether or not include the persons who at the date of the

offer, are the holders of the equity shares of the Company.

(3) The Company may provide share based benefits including but not limited to Stock Option, Stock

Appreciation Rights or any other co – investment share plan and other forms of share based

compensations to Employees including its Directors other than independent directors and such other

persons as the rules may allow, under any scheme, subject to the provisions of the Act, the Rules made

thereunder and any other law for the time being in force, by whatever name called.

(4) Notwithstanding anything contained in sub-article (1) above, but subject, however, to Section 62(3) of

the Act, the Company may increase its subscribed capital on exercise of an option attached to the

debentures issued or loans raised by the Company to convert such debenture or loans into shares, or to

subscribe for shares in the Company, provided however that the terms of the debentures or loans include

a term providing for such option is in conformity with the rules, if any made by the Central Government

in this behalf and has also been approved by a Special Resolution in the General Meeting.

Shares under control - Allotment of Shares at a premium or discount

18. Subject to the provisions of these Articles and of the Act, the shares (including any shares forming part of any

increased capital of the Company) shall be under the control of the Directors who may allot or otherwise

dispose off the same to such person on such terms and conditions and at such time as they think fit with full

power, subject to the sanction of the Company in General Meeting to give any person the option to call for or

be allotted shares of any class of the Company either at a premium or at par or at a discount subject to the

provisions of Sections 52 and 53 of the Act, and such option being exercisable for such time and for such

consideration as the Directors think fit.

Application of Share premium received on shares

19. (1) Where the Company issue shares at a premium whether for cash or otherwise, a sum equal to the

aggregate amount or value of the premium on these shares shall be transferred to an account to be called

“The Share Premium Account” and the provisions of the Act, relating to the reduction of the share capital

of the Company shall, except as provided in this Article, apply as if the share premium account were paid

up share capital of the Company.

(2) The Share Premium Account may, notwithstanding anything in sub-article (1) hereof be applied by the

Company:

(a) towards the issue of unissued shares of the Company to be issued to the Members of the

Company, as fully paid bonus shares;

(b) in writing off the preliminary expenses of the Company;

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(c) in writing off the expenses of or the commission paid or discount allowed on any issue of shares

or debentures of the Company; or in providing for the premium payable on the redemption of

any redeemable preference shares or of any debentures of the Company.

Prohibition on issue of Shares at a discount

20. Except for the purpose of issuance of sweat equity shares as provided in Section 54 of the Act, the Company

shall not issue shares at a discount.

Issue of Bonus shares

21. (1) The Company reserves the right to issue fully paid-up bonus shares to its Members out of :

(i) its free reserves;

(ii) the securities premium account; or

(iii) the capital redemption reserve account.

(2) Subject to the provisions of Section 63, the Company in General Meeting may also, from time to time,

by Ordinary Resolution capitalize the undistributed profits standing to the credit of the Company’s Free

Reserves or Securities Premium Account and apply the same in paying up new equity shares in the

share capital of the Company and appropriate the same as capital and not as income and allot and

distribute as fully paid-up bonus shares to and amongst the persons registered in the Register of

Members as the holders of equity shares of the Company on such date and in such proportion as may be

decided by the Board of Directors.

Installment of shares to be duly paid

22. If by the conditions of any allotment of any shares the whole or any part of the amount or issue price thereof

shall be payable by installments, every such installment shall when due, be paid to the Company by the

person who for the time being and from time to time shall be the registered holder of the shares or his legal

representatives and shall for the purposes of these Articles, be deemed to be payable on the date fixed for

payment and in the case of non-payment, the provisions of these Articles as to payment of interest and

expenses of forfeiture and the like and all the other relevant provisions of the Articles shall apply as if such

installments were a call duly made notified as hereby provided.

The Board may issue shares as fully paid-up in consideration of cash or share warrants

23. Subject to the provisions of the Act and these Articles, the Board may allot and issue shares in the Capital of

the Company for consideration other than in cash as payment of any property sold or transferred or for

services rendered to the Company in the conduct of its business or in satisfaction of any shares, which so

issued shall be deemed to be fully paid-up or partly paid-up shares. The Board may, in its discretion, issue

share warrants subject to and in accordance with the provisions of the Act and the provisions of this Article

shall apply mutatis mutandis to such issue.

Acceptance of shares

24. Any application signed by or on behalf of an applicant for shares in the Company followed by an allotment of

any share therein, shall be an acceptance of shares within the meaning of these Articles and every person who

thus or otherwise accepts any shares and whose name is therefore placed on the register shall, for the purpose

of this Article, be a Member.

Deposit and Call to be a debt payable

25. The money, if any, which the Board of Directors shall on the allotment of any shares being made by them,

require or direct to be paid by way of deposit, call or otherwise, in respect of any shares allotted by them,

shall immediately on the insertion of the name of the allottee in the Register of Members as the name of the

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holder of such shares, become a debt due to and recoverable by the Company from the allottee thereof and

shall be paid by him accordingly.

Liability of Members

26. Every Member or his heirs, executors or administrators to the extent of his assets which come to their hands

shall be liable to pay of the Company the portion of the capital represented by his shares or shares which may,

for the time being remain unpaid thereon in such amount at such time or times and in such manner as the

Board of Directors shall from time to time, in accordance with the Company’s requisitions, require or fix for

the payment thereof.

Share Certificate or Certificate of shares (where shares are not in demat form).-

27.

(1) Every Member or allottee of shares shall be entitled, with or without payment, within two (2) months

after the allotment of shares and within one month after the application for the registration of transfer of

any shares, the certificate in respect of such shares, unless the conditions of issue of shares otherwise

provide. Every Member or allottee of shares shall be entitled, with or without payment, to receive one

share certificate specifying the name of the person in whose favour it is issued, the shares to which it

relates and the amount paid-up thereon. Such certificate shall be issued only in pursuance of a resolution

passed by the Board and on surrender to the Company of its letter of allotment or its fractional coupons

of requisite value, save in case of issues against letters of acceptance or of renunciation or in case of issue

of bonus shares. Every such certificate shall be issued under the seal of the Company, which shall be

affixed in the presence of two Directors or persons acting on behalf of the Directors under a duly

registered power of attorney and the Secretary or some other person appointed by the Board for the

purpose, and two Directors or their Attorneys and the Secretary or other person shall sign the share

certificate, provided that if the composition of the Board permits of it, at least one of the aforesaid two

Directors shall be a person other than a Managing or whole time Director. Particulars of every share

certificate issued shall be entered in the Register of Members against the name of the person to whom it

has been issued, indicating the date of issue, provided however that no share certificate(s) shall be issued

for shares held by a Depository.

(2) Any two or more joint allottees of a share shall, for the purpose of this Article, be treated as a single

Member, and the certificate of any share, which may be the subject of joint ownership, may be delivered

to anyone of such joint owners on behalf of all of them. For any further certificate the Board shall be

entitled, but shall not be bound, to prescribe a charge not exceeding Rupee 50. The Company shall

comply with the provisions of Section 56 of the Act.

A Director may sign a share certificate by affixing his signature thereon by means of any machine,

equipment or other mechanical means, such as engraving in metal or lithography, but not by means of a

rubber stamp, provided that the Director shall be responsible for the safe custody of such machine,

equipment or other material used for the purpose.

(3) The Company shall not be bound to register more than 3 persons as the joint holders of any share except

in the case of executors or trustees of a deceased Member and in respect of a share held jointly by several

persons, the Company shall not issue more than one certificate and the delivery of a certificate for a share

to any one of several joint holders shall be sufficient delivery to all such holders.

(4) Particulars of every share certificate issued shall be entered in the Register of Members against the name

of the person to whom it has been issued indicating the date of issue.

(5) The provisions stated above shall not be applicable to dematerialised Shares and shares held in fungible

form with a Depository.

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Nomination

28.

1. Every holder of securities of a company may, at any time, nominate, in the prescribed manner, any

person to whom his securities shall vest in the event of his death. A Member may revoke or vary his or

her nomination, at any time, by notifying the Company to that effect.

2. Where the securities of a company are held by more than one person jointly, the joint holders may

together nominate, in the prescribed manner, any person to whom all the rights in the securities shall vest

in the event of death of all the joint holders.

3. Notwithstanding anything contained in any other law for the time being in force or in any disposition,

whether testamentary or otherwise, in respect of the securities of a company, where a nomination made

in the prescribed manner purports to confer on any person the right to vest the securities of the company,

the nominee shall, on the death of the holder of securities or, as the case may be, on the death of the joint

holders, become entitled to all the rights in the securities, of the holder or, as the case may be, of all the

joint holders, in relation to such securities, to the exclusion of all other persons, unless the nomination is

varied or cancelled in the prescribed manner.

4. Where the nominee is a minor, it shall be lawful for the holder of the securities,

making the nomination to appoint, in the prescribed manner, any person to become entitled to the

securities of the company, in the event of the death of the nominee during his minority.

Option of nominee

29.

A nominee upon production of such evidence as may be required by the Board and subject as hereinafter

provided elect, either :

(a) to register himself as holder of the share or debenture, as the case may be; or

(b) to make such transfer of the shares and /or debentures, as the deceased shareholder or debenture

holder, as the case may be, could have made.

(c) If the nominee elects to be registered as holder of the shares or debentures, himself, as the case may be,

he shall deliver or send to the Company, a notice in writing signed by him stating that he so elects and

such notice shall be accompanied with death certificate of the deceased shareholder or debenture

holder, as the case may be.

(d) a nominee shall be entitled to the share, dividend/interest and other advantages to which he would be

entitled, if he were the registered holder of the shares or debentures, provided that he shall not, before

being registered as a Member, be entitled to exercise any right conferred by membership in relation to

meeting of the Company.

Provided further that the Board may, at any time, give notice requiring any such person to elect either to be

registered himself or to transfer the shares or debentures and if the notice is not complied within ninety (90)

days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect

of the shares or debentures, until the requirements of the notice have been complied with.

Renewal of Shares Certificate

30.

(a) No Certificate of any share or shares shall be issued either in exchange for those which are sub-divided

or consolidated or in replacement of those which are defaced, torn or old, decrepit, worn out or where

the pages on the reverse for recording transfer have been duly utilized unless the certificate in lieu of

which it is issued is surrendered to the Company.

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(b) When a new share certificate has been issued in pursuance of sub-article (a) of this Article, it shall

state on the face of it and the stub or counterfoil to the effect that it is "issued in lieu of share certificate

No. And sub-divided/ replaced/on consolidation of shares".

(c) If a share certificate is lost or destroyed, a new certificate in lieu thereof shall be issued only with the

prior consent of the Board or its duly constituted Committee and on such terms, if any, as to evidence

and indemnity as to the payment of out-of- pocket expenses incurred by the Company in investigating

evidence, as the Board thinks fit.

(d) When a new share certificate has been issued in pursuance of sub-article (c) of this Article, it shall

state on the face of it and against the stub or counterfoil to the effect that it is “duplicate issued in lieu

of share certificate No.” The word “Duplicate” shall be stamped or punched in bold letters across the

face of the share certificate.

(e) Where a new share certificate has been issued in pursuance of sub-article (a) or sub-article (c) of this

Article, particulars of every such share certificate shall be entered in a Register of Renewal and

Duplicate Certificates indicating against the name of the persons to whom the certificate is issued, the

number and date of issue of the share certificate in lieu of which the new certificate is issued, and the

necessary changes indicated in the Register of Members by suitable cross reference in the “Remarks”

Column.

(f) All blank forms to be issued for issue of share certificates shall be printed and the printing shall be

done only on the authority of a resolution of the Board. The blank forms shall be consecutively

machine numbered and the forms and the blocks, engravings, facsimiles and hues relating to the

printing of such forms shall be kept in the custody of the Secretary or of such other person as the Board

may appoint for the purpose and the Secretary or the other person aforesaid shall be responsible for

rendering an account of these forms to the Board.

(g) The Managing Director of the Company for the time being or, if the Company has no Managing

Director, every Director of the Company shall be responsible for the maintenance, preservation and

safe custody of all books and documents relating to the issue of share certificates except the blank

forms of shares certificates referred to in Sub-Article (f).

(h) Every Certificate under this Article shall be issued without payment of fees if the Directors so decide

or on payment of such fees (not exceeding Rs. 50/- for each certificate) as the Directors shall prescribe.

Joint holder

New certificates to be granted on delivery of the old certificates

31. New certificates shall not be granted under the provisions of the last preceding Article except upon delivery

of the worn out or defaced or used up certificate for the purpose of cancellation and upon proof of destruction

or loss and upon such terms, if any, as to evidence and indemnity and the payment of out of pocket expenses

incurred by the Company in investigating evidence as the Board of Directors may think fit in the case of any

certificate having been destroyed, lost or defaced beyond identification.

The first named of joint holders deemed to be sole holder

32. If any share stands in the name of two or more persons, the person first named in the Register shall, as regards

receipt of dividends or bonus or service of notice and all or any other matter connected with the Company

except voting at meeting and the transfer of the shares, be deemed the sole holder thereof but the joint holders

of a share shall severally as well as jointly be liable for the payment of all incidents thereof according to the

Company’s regulations.

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Company not bound to recognize any interest in share other than of registered holder

33. Except as ordered by a Court of Competent jurisdiction or save as herein otherwise provided, the Company

shall not be bound to recognize, even when having notice thereof, any equitable, contingent, future or partial

interest in any share or (except only as if by these Articles otherwise expressly provided) any right in respect

of a share other than an absolute right thereto, in accordance with these Articles, of the person from time to

time registered as holder thereof but the Board shall be at liberty at their sole discretion to register any share

in the joint names of any two or more persons (but not exceeding 3 persons) except in the case of requests

received from executors or trustees of a deceased shareholder.

Funds of Company not to be applied in purchase of shares of the Company

34. None of the funds of the Company shall be applied in the purchase of any shares of the Company, and it shall

not give any financial assistance for or in connection with the purchase or subscription of any shares in the

Company or in its holding Company save as provided by Section 67 of the Act.

Buy Back of Equity Shares

35. Subject to and in full compliance of the requirements of Sections 68, 69 and 70 of the Act and any Rules and

regulations that may be prescribed by the Central Government, the Securities and Exchange Board of India

{SEBI} or any other appropriate authority in this regard, the Company may purchase its own shares or other

specified securities (hereinafter referred to as buy-back) out of—

(a) its free reserves;

(b) the securities premium account; or

(c) the proceeds of the issue of any shares or other specified securities:

Provided that no buy-back of any kind of shares or other specified securities shall be made out of the

proceeds of an earlier issue of the same kind of shares or same kind of other specified securities.

UNDERWRITING AND BROKERAGE

Commission may be paid

36. Subject to the provisions of Section 40 of the Act, the Company may at any time, pay a commission to any

person in connection with the subscription or procurement of subscription to its securities, whether absolute

or conditional for any securities in the Company, or procuring, or agreeing to procure subscriptions (whether

absolute or conditional) for any securities in the Company, but so that the commission shall not exceed, in the

case of shares, five per cent of the price at which the shares are issued and in the case of debentures and other

securities, two and a half per cent of the price at which the debentures are issued, or such higher rate or rates

as may be permissible under any statutory provision for the time being in force. Such commission may be

satisfied by payment of cash or by allotment of fully or partly paid securities or partly in one way and partly

in the other.

Brokerage

37. The Company may, on any issue of shares or debentures or on deposits, pay such brokerage as may be

reasonable and lawful.

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DEBENTURES

Debentures with voting rights not to be issued

38. The Company may issue debentures with an option to convert such debentures into shares, either wholly or

partly at the time of redemption. Any issue of debentures by the Company shall be in terms of the provisions

of Section 71 of the Act and the Rules framed thereunder.

CALLS

Directors may make call

39. Subject to the provisions of Section 49 of the Act, the Board of Directors may, from time to time, by a

Resolution passed at a meeting of a Board (and not by resolution by circulation) make such calls as it think

fit upon the Members in respect of all moneys unpaid on the shares whether on account of the nominal value

of the shares or by way of premium, held by them respectively and not being conditions of allotment thereof

made payable at fixed time provided that no calls shall exceed one fourth of the nominal value of the shares

or be payable at less than one month from the date of payment of the last preceding call. A call may be made

payable by installments. A call may be postponed or revoked as the Board may determine.

Whenever any calls for further share capital are made on shares, such calls shall be made on a uniform basis

on all shares falling under the same class. For the purposes of this Article shares of the same nominal value of

which different amounts have been paid up shall not be deemed to fall under the same class. A company may

accept from any member the whole or a part of the amount remaining unpaid on any shares held by him even

if no part has been called.

Notice of calls

40. Not less than fourteen (14) days notice in writing of any calls shall be given by the Company specifying the

time and place of payment and the person or persons to whom such calls shall be paid.

When call deemed to have been made

41. A call shall be deemed to have been made at the time when the resolution authorizing such call was passed at

a meeting of the Board of Directors and may be made payable by the Members on such date or at the

discretion of the Directors on such subsequent date as shall be fixed by the Board of Directors.

Directors may extend time

42. The Board of Directors may, from time to time, at its discretion, extend the time fixed for the payment of any

call, and may extend such time to call on any of Members the Board of Directors may deem fairly entitled to

such extension, but no Member shall be entitled to such extension as of right except as a matter of grace and

favour.

Amount payable at fixed time or by installments to be treated as calls

43. If by the terms of issue of any share or otherwise any amount is made payable at any fixed time or by

installments at fixed time (whether on account of the amount of the share or by way of premium) every such

amount or installment shall be payable as if it were a call duly made by the Directors and of which due notice

has been given and all the provisions herein contained in respect of calls shall apply to such amount or

installment accordingly.

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When interest on call or installment payable

44. If the sum payable in respect of any call or installment be not paid on or before the day appointed for the

payment thereof, the holder for the time being or allot tee of the share in respect of which the call shall have

been made or the installment shall be due, shall pay interest on the same at such rate not exceeding ten (10%)

percent per annum as Directors shall fix from the day appointed for the payment thereof upto the time of

actual payment but the Director may waive payment of such interest wholly or in part.

Evidence in action by Company against share holders

45. On the trial or hearing of any action or suit brought by the Company against any Member or his legal

representative for the recovery of any moneys claimed to be due to the Company in respect of his shares, it

shall be sufficient to prove that the name of the Members in respect of whose shares the money is sought to

be recovered and entered on the Register of Members as the holder or as one of the holders at or subsequent

to the date at which the money sought to be recovered is alleged to have become due on the shares in respect

of which the money is sought to be recovered that the resolution making the call is duly recorded in the

minute book and the notice of such call was duly given to the Member or his legal representatives sued in

pursuance of these Articles and it shall not be necessary

to prove the appointment of Directors who made such call, not that a quorum of Directors was present at the

Board at which any call was made not that the meeting at which any call was made was duly convened or

constituted or any other matter whatsoever but the proof of the matters aforesaid shall be conclusive evidence

of the debt.

LIEN

Company to have lien on shares

46. The Company shall have a first and paramount lien upon all shares (other than fully paid up shares registered

in the name of each Member whether solely or jointly with others) and upon the proceeds of sale thereof, for

all moneys (whether presently payable or not), called or payable at a fixed time in respect of such shares or

called upon by law to pay in respect of such shares of the Members or deceased Member and no equitable

interests in any share shall be created except upon the footing and condition that this Article is to have full

legal effect. Any such lien shall extend to all dividends and interest rights from time to time declared in

respect of such shares. Unless otherwise agreed, the registration of transfer of shares shall operate as a waiver

of Company’s lien, if any, on such shares.

The Directors may at any time declare any share wholly or in part exempt from the provisions of this Article.

Notwithstanding anything contained hereinabove, the Company shall have lien on fully paid shares and such

lien shall extend only in respect of payment of excess dividend or interest or any sums owing to the Company

by a Member.

As to enforcing lien by sale of shares

47. For the purpose of enforcing such lien, the Board may sell the shares subject thereto in such manner as it shall

think fit, and for that purpose may cause to be issued a duplicate certificate in respect of such share and may

authorise one of their Member or appoint any officer or Agent to execute a transfer thereof on behalf of and in

the name of such Member. No sale shall be made until such period, as may be stipulated by the Board from

time to time, and until notice in writing of the intention to sell shall have been served on such Member or his

legal representatives and default shall have been made by him or them in payment, fulfillment, or discharge

of such debts, liabilities or engagements for fourteen (14) days after such notice.

Application of proceeds of sale

48. The net proceeds of any such sale shall be received by the Company and applied in or towards satisfaction of

such part of the amount in respect of which the lien exists as is presently payable; and the residue, if any, after

adjusting for costs, expenses, unpaid calls and accrued interest, if any, incurred at that date of the sale, shall

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be paid to the person whose shares have been forfeited or to his executors, administrators or assignees or as

he directs, subject to a like lien for sums not presently payable existed on the shares before the sale.

Outsiders lien not to Affect Company’s lien

49. The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and

accordingly shall not (except as ordered by a court of competent jurisdiction or by statute required) be bound

to recognize equitable or other claim to, or interest in, such shares on the part of any other person. The

Company’s lien shall prevail notwithstanding that it has received notice of any such claims.

FORFEITURE OF SHARES

If money payable on share not paid notice to be given

50. If any Member fails to pay the whole or any part of any call or any installment of a call on or before the day

appointed for the payment of the same or any such extension thereof, the Board of Directors may, at any time

thereafter, during such time as the call for installment remains unpaid, give notice requiring him to pay so

much of call or installment as is unpaid together with any interest that may have accrued and all expenses

(legal or otherwise) that may have been incurred by the Company by reason of such non-payment.

Sum payable on allotment to be deemed a call

51. For the purposes of the provisions of these Presents relating to forfeiture of shares, the sum payable upon

allotment in respect of a share shall be deemed to be a call payable upon such share on the day of allotment.

Form of Notice

52. The notice shall name a day (not being less than fourteen (14) days from the date of the notice) and a place or

places on and at which such call or installment and such interest thereon at such rate as the Directors shall

determine from the day on which such call or installment ought to have been paid.

The notice shall also state that in the event of the non-payment at or before the time and at the place

appointed, shares in respect of which the call was made or installment is payable will be liable to be forfeited.

In default of payment shares to be forfeited

53. If the requirements of any such notice as aforesaid are not complied with, every or any share in respect of

which such notice has been given, may at any time thereafter before payment of all calls or installments,

interests and expenses due in respect thereof, be forfeited by a resolution of the Board of Directors to that

effect. Such forfeiture shall include all dividends declared or any other moneys payable in respect of the

forfeited shares and not actually paid before the forfeiture.

Notice of forfeiture to a Member

54. When any share shall have been so forfeited, notice of the forfeiture shall be given to the Member in whose

name it stood immediately prior to the forfeiture and an entry of the forfeiture, with the date thereof, shall

forthwith be made in the Register of Members, but no forfeiture shall be in any manner invalidated by any

omission or neglect to give such notice or to make any such entry as aforesaid.

Forfeited share to be the property of the Company and may be sold etc.

55. Any share so forfeited shall be deemed to be the property of the Company and may be sold, re-allotted or

otherwise disposed off, either to the original holder or to any other person upon, such terms and in such

manner as the Board of Directors shall think fit.

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Member still liable to pay money owing at the time of forfeiture and interest

56. Any Member whose shares have been forfeited shall, notwithstanding the forfeiture, be liable to pay and shall

forthwith pay to the Company, on demand all calls, installments, interest and expenses owing upon or in

respect of such shares at the time of the forfeiture together with interest thereon from the time of the forfeiture

until payment, at such rate not exceeding eighteen per cent per annum as the Board of Directors may

determine and the Board of Directors may enforce the payment of such moneys or any part thereof, if it thinks

fit, but shall not be under any obligation to do so.

Effect of forfeiture

57. The forfeiture of a share shall involve the extinction, at the time of the forfeiture, of all interest in and all

claims and demand against the Company, in respect of the share and all other rights incidental to the share,

except only such of those rights as by these Articles are expressly saved.

Power to annul forfeiture

58. The Board of Directors may at any time before any share so forfeited shall have been sold, re-allotted or

otherwise disposed off, annul the forfeiture thereof upon such conditions as it thinks fit.

Declaration of forfeiture

59. A duly verified declaration in writing that the declarant is a Director, the Managing Director or the Manager

or the Secretary of the Company and that a share in the Company has been duly forfeited in accordance with

these Articles, on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as

against all persons claiming to be entitled to the shares.

Provisions of these Articles as to forfeiture to apply in case of non payment of any sum

60. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any such which by

the terms of issue of a share becomes payable at a fixed time, whether on account of the nominal value of a

share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

Validity of sale under Article 46 and Article 54

61. Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers hereinbefore given,

the Board may appoint some person to execute an instrument of transfer of the shares sold and may cause the

purchaser's name to be entered in the Register of Members in respect of the shares sold, and the Purchaser

shall not be bound to see to the regularity of the proceedings, or to the application of the purchase money, and

after his name has been entered in the Register of Members in respect of such shares, the validity of the sale

shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages

only and against the Company exclusively.

Cancellation of share certificate in respect of forfeited shares

62. Upon sale, re-allotment or other disposal under the provisions of the preceding Articles, the certificate or

certificates originally issued in respect of the relative shares shall (unless the same shall on demand by the

Company have been previously surrendered to it by the defaulting Member) stand cancelled and become null

and void and be of no effect and the Directors shall be entitled to issue a new certificate or certificates in

respect of the said shares to the person or persons entitled thereto.

Surrender of Shares

63. The Directors may, subject to the provisions of the Act, accept a surrender of any share from any Member

desirous of surrendering on such terms and conditions as they think fit.

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TRANSFER AND TRANSMISSION OF SHARES

No transfer of shares to minor etc.

64. The Board shall not issue or register a transfer of any shares for a minor (except in case when they are fully

paid) or insolvent or person of unsound mind.

Form of transfer of Shares

65. The instrument of transfer of any share shall be in such form as may be prescribed under the Act and Rules

made thereunder and in writing and all the applicable provisions of the Act and Rules for the time being in

force shall be duly complied with in respect of all transfers of shares and the registrations thereof.

(a) In the case of transfer and transmission of shares or other marketable securities where the Company has

not issued any certificates and where such shares or securities are being held in any electronic and

fungible form in a Depository, the provisions of the Depositories Act, 1996 shall apply.

(b) Every holder of securities of the Company who intends to transfer such securities shall get such

securities dematerialised before the transfer; Provided that, except in case of transmission or

transposition of securities, requests for effecting transfer of securities shall not be processed by the

Company unless the securities are held in the dematerialized form with a depository.

Application for transfer of shares

66.

(a) An application for registration of a transfer of the shares in the Company may be made either by the

transferor or the transferee.

(b) Where the application is made by the transferor and relates to partly paid shares, the transfer shall not

be registered unless the Company gives notice of the application to the transferee and the transferee

makes no objection to the transfer within two weeks from the receipt of the notice.

(c) For the purpose of sub-article (b) above, notice to the transferee shall be deemed to have been duly

given if it is dispatched by prepaid registered post to the transferee at the address given in the

instrument of transfer and shall be deemed to have been duly delivered at the time at which it would

have been delivered in the ordinary course of post.

Execution of transfer of shares

67. The Instrument of transfer duly stamped and executed by the Transferor and the Transferee shall be delivered

to the Company in accordance with the provisions of the Act. The Instrument of Transfer shall be

accompanied by such evidence as the Board may require to prove the title of Transferor and his right to

transfer the shares and every registered Instrument of Transfer shall remain in the custody of the Company

until destroyed by order of the Board. The Transferor shall be deemed to be the holder of such shares until the

name of the Transferee shall have been entered in the Register of Members in respect thereof. Before the

registration of a transfer, the certificate or certificates of the shares must be delivered to the Company.

Transfer by legal representatives

68. A transfer of share in the Company of a deceased Member thereof made by his legal representative shall,

although the legal representative is not himself a Member be as valid as if he had been a Member at the time

of the execution of the instrument of transfer.

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Register of Members etc. when closed

69. The Board of Directors shall have power on notice by advertisement in some newspaper circulating in the

district in which the registered office of the Company is situated to close the Register of Members and/or the

Register of Debenture Holders at such time or times and for such period or periods, not exceeding thirty (30)

days at a time and not exceeding in the aggregate forty five (45) days is each year as it may seem expedient to

the Board.

Directors may refuse to register transfer of shares

70. (1) Subject to the provisions of Section 58 of the Act, the Board may, at its own absolute and uncontrolled

discretion and without assigning any reason, decline to register or acknowledge any transfer of shares

(whether fully paid or not and notwithstanding that the proposed Transferee be already a Member), but

in such case it shall, within one month from the date on which the instrument of transfer was lodged

with the Company, send to the Transferee and the Transferor notice of the refusal to register such

transfer provided that the registration of a transfer shall not be refused on the ground that the Transferor

being either alone or jointly with any other person or persons indebted to the Company on any account

whatsoever except a lien on shares.

(2) The Board may, subject to the right of appeal conferred by Section 58 decline to register—

(a) the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or

(b) any transfer of shares on which the company has a lien.

The Board may decline to recognize any instrument of transfer unless—

(a) the instrument of transfer is in the form as prescribed in Rules framed under sub-section (1) of Section

56;

(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such

other evidence as the Board may reasonably require to show the right of the transferor to make the

transfer; and

(c) the instrument of transfer is in respect of only one class of shares.

Directors may refuse any application for split or consolidation of share Certificate(s)

71. Subject to the power of the Directors stated in last preceding Article and the provisions of this Article,

transfer of Shares/Debentures, in whatever lot should not be refused, however, the Company may refuse to

split a Share Certificate/Debenture Certificate into several scrip of very small denominations or to consider a

proposal for transfer of Shares/Debentures comprised in a Share Certificate/Debenture Certificate to several

parties, involving such splitting if on the face of its such splitting/transfer appears to be unreasonable or

without a genuine need or a marketable lot.

Notice of refusal to be given to transferor and transferee

72. (1) If the Company refused to register the transfer of any shares of debentures or transmission of any right

therein, the Company shall within one month from the date on which the instrument of transfer or

intimation of transmission was delivered with the Company send notice of refusal to the transferee and

the transferor or to the person given the intimation of the transmission as the case may be giving

reasons for such refusal and thereupon, the provisions of Section 56 of the Act shall apply.

(2) The Company shall not register the shares in more than three names (Persons) as joint holders except

in case of requests received from executors or trustees of a deceased shareholder.

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Death of one or more joint holders of shares

73. In case of the death of any one or more of the persons named in the Register of Members as the joint holders

of any share, the survivor or survivors shall be the only persons recognized by the Company as having any

title or interest in such share, but nothing herein contained shall be taken to release the estate of a deceased

joint holder from any liability on shares held by him jointly with any other person.

Titles to shares of deceased Member

74. The executors or administrators of a deceased Member or holders of a Succession Certificate or the legal

representatives in respect of the shares of a deceased Member (not being one of two or more joint holders)

shall be the only persons recognized by the Company as having any title to the shares registered in the name

of such Members and the Company shall not be bound to recognize such executors or administrators or

holders of a succession certificate or the legal representatives unless such executors or administrators or legal

representatives shall have first obtained Probate or Letters of Administration or Succession Certificate as the

case may be, from a duly constituted Court in the Union of India; provided that in any case where the Board

of Directors in its absolute discretion thinks fit, the Board upon such terms as to indemnity or otherwise as the

Directors may deem proper dispense with production of Probate or Letters of Administration or Succession

Certificate, upon such terms as to indemnify or otherwise as the Board in its absolute discretion may think

necessary and under Article 74 register the name of any person who claims to be absolutely entitled to the

shares standing in the name of a deceased Member, as a Member.

Registration of persons entitled to shares otherwise than by transfer (Transmission clause)

75. Subject to the provisions of the Act and any restrictions contained in these Articles, any person becoming

entitled to any share in consequence of the death, lunacy, bankruptcy or insolvency of any Member or by any

lawful means other than by the transfer in accordance with these Articles, may with the consent of the Board

of Directors (which it shall not be under obligation to give) upon producing such evidence that he sustains the

character in respect of which he proposes to act under these Articles or of his title, as the Board of Directors

shall require and upon giving such indemnity as the Directors shall require either be registered as Member in

respect of such shares or elect to have some person nominated by him had approved by the Board of Directors

registered as Members in respect of such shares.

PROVIDED NEVERTHELESS THAT if such person shall elect to have his nominee registered, he shall

testify his election by executing in favour of his nominee an instrument of transfer in accordance with the

provisions herein contained and until he does so, he shall not be free from any liability in respect of such

shares, this clause is herein referred to as “THE TRANSMISSION CLAUSE”.

Refusal to register nominee

76. Subject to the provisions of the Act and these Articles, the Directors shall have the same right to refuse on

legal grounds to register any such transmission until the same is so verified or until and unless indemnity be

given to the Company with regard to such registration which the Directors at their discretion shall consider

sufficient provided nevertheless that there shall not be any obligation on the Company or the Directors to

accept any indemnity. Persons entitled may receive dividend without being registered as Member.

A person entitled to a share transmission shall subject to the right of the Directors to retain such dividends or

money as is herein after provided be entitled to receive and may give a discharge for any dividends or other

moneys payable in respect of the shares.

No fees on transfer or transmission

77. No fee shall be charged for registration of transfer, transmission, probate, succession certificate and letters of

administration, certificate of death or marriage, power of attorney or similar other documents.

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Transfer to be presented with evidence of title

78. Every instrument of transfer shall be presented to the Company duly stamped for registration accompanied by

such evidence as the Board may require to prove the title of the transferor, his right to transfer the shares and

generally under the subject to such conditions and regulations as the Board may, from time to time, prescribe

and every registered instrument of transfer shall remain in the custody of the Company until destroyed by

order of the Board.

The Company not be liable for discharge of a notice prohibiting registration of a transfer

79. The Company shall incur no liability or responsibility whatever in consequence of its registering or giving

effect to any transfer of shares made or purporting to be made by any apparent legal owner thereof as shown

or appearing in the Register of Members to the prejudice of persons having or claiming any equitable right,

title or interest to or in the said shares, notwithstanding that the Company may have had notice of such

equitable right, title or interest or notice prohibiting registration of such transfer and may have entered such

notice or referred thereto in any book of the Company . The Company shall not be bound or required to

regard or attend to or give effect to any notice which may be given to it of any equitable right, title or interest

or be under any liability whatsoever for refusing or neglecting to do so, though it may have been entered or

referred to in some book of the Company, but the Company shall nevertheless, be at liberty to regard and

attend to any such notice and give effect thereto if the Board of Directors shall so think fit.

The Directors shall have the same right to refuse to register a person entitled by transmission to any shares or

his nominee as if they were the transferee named in the case of a transfer of shares prescribed for registration.

DEMATERIALIZE AND REMATERIALIZE

Power of Company to dematerialize and rematerialise

80. Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialize its

existing shares, debentures and other securities and rematerialize its such shares, debentures and other

securities held by it with the Depository and/or offer its fresh shares and debentures and other securities in a

dematerialized form pursuant to the Depositories Act, 1996 and the Rules framed there under, if any.

1) Intimation to Depository

Notwithstanding anything contained in this Article, where securities are dealt with a Depository, the

Company shall intimate the details of allotment of securities to Depository immediately on allotment of

such securities.

2) Option for Investors

Every person subscribing to or holding securities of the Company shall have the option to receive

security certificates or to hold the securities with a Depository. A beneficial owner of any security can at

any time opt out of a Depository. If permitted by law, in the manner provided by the Depositories Act,

1996 and the Company shall, in the manner and within the time prescribed issue to the beneficial owner

the required certificates of securities.

3) The Company recognize under Depositories Act, Interest in the Securities other than that of

Registered Holder

The Company or the investor may exercise an option to issue, dealing, hold the securities (including

shares) with Depository in electronic from and the certificates in respect thereof shall be, dematerialized

in which event the rights and obligations of the parties concerned and matters connected therewith or

incidental thereto shall be governed by the provisions of the Depositories Act, 1996.

4) Securities in Depositories and Beneficial Owner

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All securities held by a Depository shall be dematerialized and be in fungible form. Nothing contained in

Section 89 of the Act shall apply to a Depository in respect of the securities held by it on behalf of the

beneficial owners.

5) Rights of depositories and Beneficial Owners

(a) Notwithstanding anything to the contrary contained in the Act or these Articles, a depository shall

be deemed to be the registered owner for the purpose of effecting transfer of ownership of security

on behalf of the beneficial owner.

(b) Save as otherwise provided in sub- article (a) above, the depository as the registered owner of the

securities shall not have any voting rights or any other rights in respect of the securities held by it.

(c) Except as ordered by a Court of competent jurisdiction or as required by law, the Company shall

be entitled to treat the person whose name appears on the Register of Members as the holder of

any share or where the name appears as the Beneficial Owner of shares in the records of the

Depository as the absolute owner thereof and accordingly shall not be bound to recognise any

benami trust or equitable, contingent, future or partial interest in any share, or (except only as is by

these Articles otherwise expressly provided) any right in respect of a share other than an absolute

right thereto in accordance with these Articles, on the part of any other person whether or not it

has express or implied notice thereof, but the Board shall be entitled at their sole discretion to

register any share in the joint names of any two or more persons or the survivor or survivors of

them.

CONVERSION OF SHARES INTO STOCK AND RECONVERSION

Share may be converted into stock

81. The Company may, by Ordinary Resolution in General Meeting may :

(a) convert any paid up share into stock; and

(b) reconvert any stock into paid-up shares of any denomination.

Transfer of Stock

82. The several holders of such stock may transfer their respective interest therein or any part thereof in the same

manner and subject to the same regulations under which the stock arose might, before the conversion, have

been transferred or as near thereto as circumstances admit.

PROVIDED THAT the Board may, from time to time, fix the minimum amount of stock transferable, so

however that such minimum shall not exceed the nominal amount of the shares from which the stock arose.

Right of stock holders

83. The holders of stock shall, according to the amount of stock held by them, have the

same right, privileges and advantages as regards dividends, voting at meeting of the Company and other

matters, as if they held the shares from which the stock arose, but no such privilege or advantage (except

participation in the dividends and profits of the Company and in the assets on winding up) shall be conferred

by an amount of stock which would not, if existing in shares, have conferred those privileges or advantages.

Regulations applicable to stock.

84. Such of the regulations of the Company as are applicable to paid up shares shall apply to stock and the words

“Share” and “Share-holder” in these regulations shall include “Stock” and “Stock-holder” respectively.

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BORROWING POWERS

Borrowing powers

85. Subject to the provisions of Section 180(1)( c ) of the Act and of these Articles and without prejudice to the

other powers conferred by these Articles, the Board of Directors may, from time to time, at its discretion by a

resolution passed at a meeting of the Board, borrow money,

PROVIDED THAT, where the moneys to be borrowed together with the moneys already borrowed (apart

from temporary loans obtained from the Company’s bankers in the ordinary course of business) exceeds the

aggregate of the paid up capital, free reserves (not being reserves set apart for any specific purpose) and

securities premium of the Company , the Board of Directors shall not borrow such money without the

sanction of the Company in General Meeting. Subject to the provisions of the Act and of this Article, the

Board may, from time to time at its discretion, by a resolution passed at a meeting of the Board generally

raise or borrow money either in India or abroad by way of loans, overdrafts, cash credit or by issue of bonds

denominated in various currencies, debentures or debenture stock with or without any option attached to it

(perpetual or otherwise), commercial paper or in any other manner, from any bank, financial institution,

company, Government or any other body for the purpose of the Company and may secure the payment of any

sums of money so raised or borrowed. No debt incurred by the Company in excess of the limit imposed by

this Article shall be valid or effectual unless the lender proves that he advanced the loan in good faith and

without knowledge that the limit imposed by this Article had been exceeded.

The payment or repayment of money borrowed

86. Subject to the provisions of these Articles, the payment or repayment of moneys borrowed as aforesaid may

be secured in such manner and upon such terms and conditions in all respects as the Board of Directors may

think fit and, in particular, in pursuance of a resolution passed at a meeting of the Board (and not by circular

Resolution) by the issue of bonds, perpetual or redeemable debentures or debenture-stock of the Company,

charged upon all or any part of the property, undertaking of the of the Company, (both present and future),

including its uncalled capital for the time being and the debentures and the debenture-stock and other

securities may be made assignable free from any equities between the Company and the person to whom the

same may be issued.

Issue of debenture

87. Subject to the provisions of the Section 71 Act, any debentures, debenture-stock or other securities may be

issued at a discount, premium or otherwise and may be issued on condition that they shall be convertible into

shares of any denomination and with any privileges and conditions as to redemption, surrender, drawing,

allotment of shares, attending (but not voting) at General Meetings, appointment of Directors and otherwise.

Debentures with the right to conversion into or allotment of shares shall be issued only with the consent of the

Company in General Meeting by a Special Resolution.

Mortgage of uncalled capital

88. If any uncalled capital of the Company is included in or charged by mortgage or other security, the Directors

may, subject to the provisions of the Act and these Articles, make calls on the Members in respect of such

uncalled capital in trust for the person in whose favour such mortgage or security executed.

The Board shall cause a proper Register to be kept in accordance with the provisions of the Act of all

mortgages, debentures and charges specifically affecting the property of the Company including all floating

charges on current assets of the Company and fixed charge on the undertaking or any property of the

company, and shall cause the requirements of the Act in relation to charges be duly complied with.

The provision of Chapter VI the Act relating to registration of charges which expression shall include

mortgage shall be complied with.

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a) In the case of a charge created out of India and comprising solely of property situated outside India the

relevant provision of the Act shall be complied with. Where any charge on any property of the

Company required to be registered under the Act has been so registered, any person acquiring such

property or any part thereof or any share or interest therein, shall be deemed to have notice of the

Charge as from the date of such registration.

b) Where a charge is created in India but comprises property outside India, the instrument creating or

proposing to create the charge or a copy thereof verified in the prescribed manner, may be filed for

registration notwithstanding that further proceedings, may be necessary to make the charge valid or

effectual according to the law of the country of which the property is situated.

c) Where any charge on any property of the Company required to be registered under the Act has been so

registered, any person acquiring such property or any part thereof or any share or interest therein, shall

be deemed to have notice of the Charge as from the date of such registration.

d) In respect of registration of charges on properties acquired subject to charge, the relevant provisions of

the Act shall be complied with.

e) The Company shall also comply with the provisions of the relevant Sections of the Act relating to

security to be created in case of series of debenture entitling holders to any charge to the benefit of

which the debenture holder of that series are entitled.

MEETING OF MEMBERS

Annual General Meeting and the persons entitled to attend

89. (1) Subject to the provisions of 96 of the Act the Company shall, in addition to any other meeting hold a

General Meeting (hereinafter called "Annual General Meeting") at the intervals and in accordance with

the requirement of the Act.

PROVIDED THAT if the Registrar shall have for special reason, extended the time within which any

Annual General Meeting shall be held such Annual General Meeting may be held within the extended

time.

(2) Every Annual General Meeting shall be called for any time during business hours, that is between 9.00

a.m and 6.00 p.m on a day that is not a National Holiday and shall be held either at the Registered

Office of the Company or at some other place within the city or town or village in which the Registered

Office of the Company is situated for the time being.

(3) Every Member of the Company shall be entitled to attend either in person or by

proxy and the Auditor of the Company shall have the right to attend and to be heard at the General

Meeting which he attends on any part of the business which concerns him as auditor.

Report Statement and registers to be laid before the Annual General Meeting

90. At every General Meeting of the Company there shall be laid on the table the Directors’ Report and Audited

Statement or Accounts, Auditors’ Report (if not already incorporated in the Audited Statement of Accounts),

the proxy register with proxies and the Register of Directors, Shareholdings which latter Register shall remain

open and accessible during the continuance of the meeting.

Extra-ordinary General Meeting

91. All General Meetings other than Annual General Meetings shall be called Extra-ordinary General Meetings.

The Board of Directors may call an Extraordinary General Meetings whenever it thinks fit. They shall on

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requisition of the Members as hereinafter provided, forthwith proceed to convene Extra-ordinary General

Meeting of the Company

CONDUCT OF THE MEETING. CONTENTS OF REQUISITION AND NUMBER OF

REQUISITIONISTS REQUIRED (REQUISITION MEETINGS)

92. (1) In case of requisition the following provisions shall have effect :

(a) The requisition shall set out the matter for the consideration of which the meeting is to be called

and shall be signed by the requisitionists and shall be deposited at the registered office of the

Company.

(b) The requisition may consist of several documents in like form, each signed by one or more

requisitionists.

(c) The number of Members entitled to requisition a meeting in regard to any matter shall be such

number as hold at the date of the deposit of the requisition, not less than one-tenth of such of the

paid-up share capital of the Company as at that date carries the right of voting in regard to that

matter.

(d) Where two or more distinct matters are specified in the requisition, the provisions of sub-article

(3) shall apply separately in regard to such matter and the requisition shall accordingly be valid

only in respect of those matters in regard to which the conditions specified in that sub-article is

fulfilled.

(e) If the Board does not, within twenty one (21) days from the date of the deposit of a valid

requisition in regard to any matters, proceed duly to call a meeting for the consideration of those

matters on a day not later than forty-five (45) days from the date of the deposit of the

requisition, the meeting may be called :

(i) by the requisitionists themselves; or

(ii) by such of requisitionists as represent either a majority in value of the paid up share

capital held by all of them or not less than one-tenth of the paid-up share capital of the

Company as is referred to in sub-article (c) of sub-article (1) whichever is less.

PROVIDED THAT for the purpose of this sub-article, the Board shall in the case of a

meeting at which a resolution is to be proposed as a Special Resolution, be deemed not to

have duly convened the meeting if they do not give such notice thereof as is required

under Section 114 of the Act.

(2) A meeting called under sub-article (c) of sub-article (1) by requisitionists or any of them:

(a) shall be called in the same manner, as nearly as possible, as that in which meeting is to be called

by the Board; but

(b) shall not be held after the expiration of three (3) months from the date of the deposit of the

requisition, PROVIDED THAT nothing in sub-article (b) shall be deemed to prevent a meeting

duly commenced before the expiry of the period of three (3) months aforesaid, from adjourning

to some day after the expiry of that period.

(3) Where two or more persons hold any shares in the Company jointly, a requisition or a notice calling a

meeting signed by one or some only of them shall for the purpose of this Article, have the same force

and effect as if it has been signed by all of them.

(4) Any reasonable expenses incurred by the requisitionists by reason of the failure of the Board duly to

call a meeting shall be repaid to the requisitionists by the Company and any sum repaid shall be

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retained by the Company out of any sums due or to become due from the Company by way of fees or

other remuneration for their services to such of the Directors as were in default.

Length of notice of meeting

93. ( 1) A General Meeting of the Company may be called by giving not less than clear twenty-one days (21)

notice either in writing or through electronic mode in such manner as may be prescribed:

Provided that a General Meeting may be called after giving a shorter notice if consent is given in

writing or by electronic mode a) in case of Annual General Meeting, by not less than ninety five

percent of the members entitled to vote at such meeting and b) in case of any other General Meeting,

by majority in number of members entitled to vote and who represent not less than ninety-five per cent.

of such part of the paid-up share capital of the company as gives a right to vote at the meeting.

(2) Every notice of a meeting shall specify the place, date, day and the hour of the meeting and shall

contain a statement of the business to be transacted at such meeting.

(3) The notice of every meeting of the Company shall be given to—

(a) every Member of the Company, legal representative of any deceased member or the assignee of an

insolvent Member;

(b) the auditor or auditors of the Company; and

(c) every director of the Company.

Contents of notice

94. (1) Every notice of a meeting of the Company shall specify the place and the day and hour of the meeting

and shall contain a statement of the business to be transacted thereat.

(2) In every notice, there shall appear with reasonable prominence a statement that a Member entitled to

attend and vote is entitled to appoint a proxy to attend and vote instead of himself and that a proxy

need not be a Member of the Company.

Special Business

95. (1) (a) In case of an Annual General Meeting, all business to be transacted at the meeting shall be

deemed special, with exception of business relating to :

(i) the consideration of the Accounts, Balance Sheet and the Reports of the Board of

Directors and Auditors ;

(ii) the declaration of dividend;

(iii) the appointment of Directors in the place of those retiring; and

(iv) the appointment of and the fixing of the remuneration of the Auditors; and

(b) In the case of any other meeting, all business shall be deemed special.

http://www.lawnotes.in/Auditor

http://www.lawnotes.in/Director_of_a_Company

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(2) Where any such item or special business relates to, or affects any other company, the extent of

shareholding interest in the other company of every promoter, director, Manager, and every other key

managerial personnel of the Company shall also be set out in the statement if the extent of such

shareholding interest is not less than two percent of the paid-up share capital of that other company.

Where any item of business consists of the according of approval to any documents by the meeting, the

time and place where the document can be inspected shall be specified in the statement aforesaid.

Omission to give notice not to invalidate proceedings

96. The accidental omission to give such notice as aforesaid to or non-receipt thereof by any Member or other

person to whom it should be given, shall not invalidate the proceedings of any such meeting.

Business which may not be transacted at the meeting.

97. No General Meeting, Annual or Extra-ordinary, shall be competent to enter upon, discuss or transact any

business which has not been mentioned in the notice or notice convening the meeting.

Special notice

98. Where, by any provision contained under Section 115 or these Articles, special notice is required of any

resolution, notice of the intention to move such resolution shall be given to the company by such number of

members holding not less than one per cent. of total voting power or holding shares on which such

aggregate sum not exceeding five lakh rupees, as may be prescribed, has been paid-up and the company

shall give its members notice of the resolution in such manner as may be prescribed.

99. The Company shall immediately after the notice of the intention to move any such resolution has been

received by it, give its Members notice of the resolution in the same manner as it gives notice of the

meeting or if that is not practicable, shall give them notice thereof, either by advertisement in a newspaper

having an appropriate circulation or in any other mode allowed by these Presents not less than seven (7)

days before the meeting

Upon requisition of such number of as may be required under the Act, the Directors shall duly comply with

the obligation of the Company under the said Act relating to circulation of Members resolutions and

statement.

A certificate in writing, signed by the Secretary or by a Director or some officer appointed by the Directors

for the purpose, to the effect that according to the best of his belief the notice convening the meeting have

been duly given shall be conclusive evidence thereof.

Quorum

100. Save as otherwise provided herein, the quorum for the General Meetings shall be as provided in Section 103

of the Act.

Proceedings when quorum not present

101. If within half an hour from the time appointed for holding a meeting of the Company a quorum is not present,

the meeting if called by or upon the requisition of Members shall stand adjourned to the same day in the next

week or if that day is a public holiday until the next succeeding day which is not a public holiday at the same

time and place or to such other day and at such other time and place as the Board may determine.

If at the adjourned meeting also a quorum is not present with in half an hour from the time appointed for

holding the meeting, the Members present shall be quorum and may transact the business for which the

meeting was called.

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Business of adjourned meetings

102. No business shall be transacted at any adjourned meeting other than the business which might have been

transacted at the meeting from which the adjournment took place.

Where a resolution is passed at an adjourned meeting of the Company, the resolution for all purposes be

treated as having been passed on the date on which it was in fact passed and shall not be deemed to have been

passed on any earlier date.

Chairman of General Meeting

103. The Chairman of the Board of Directors shall be entitled to take the chair at every General Meeting or if there

be no such Chairman or if at any meeting he shall not be present within fifteen minutes after the time

appointed for holding such meeting or shall decline to take the Chair, the Vice-Chairman, if any, shall be

entitled to take the chair. If the Vice-Chairman is also not present or is unwilling to take the chair, the

Directors present shall elect one of them as Chairman and if no Director be present or if the Directors present

decline to take the chair, then the Members present shall elect one of the Members to be a Chairman thereof

on a show if hands.

Business confined to election of Chairman whilst Chair vacant

104. No business shall be discussed at any General Meeting except the election of a Chairman whilst the Chair is

vacant.

If a poll is demanded on the election of the Chairman, it shall be taken forthwith in accordance with the

provisions of the Act and the Chairman elected on show of hands shall exercise all the powers of the

Chairman under the said provision. If some other person is elected Chairman as a result of the poll he shall be

the Chairman for the rest of the meeting.

Chairman may adjourn meeting

105. (a) The Chairman may, with the consent of any meeting at which a quorum is present and shall if so

directed by the meeting, adjourn the meeting from time to time and from place to place, in the city or

town or village where the registered office of the Company is situated:

(b) No business shall be transacted at any adjourned meeting other than the business left unfinished at the

meeting from which the adjournment took place.

(c) When a meeting is adjourned for thirty (30) days or more notice of the adjourned meeting shall be

given as in the case of an original meeting.

(d) Save as aforesaid, it shall not be necessary to give any notice of an adjournment of or of the business to

be transacted at any adjourned meeting.

How question to be decided at meetings

106. Every question submitted to a General Meeting shall be decided in the first instance by a show of hands

unless the poll is demanded as provided in these Articles.

At any General Meeting, a resolution put to the vote at the meeting shall, unless a poll is (before or on the

declaration of the result on a show of hands) demanded the voting be carried out electronically. A declaration

by the Chairman that a resolution has been carried, either unanimously or by a particular majority, and an

entry to that effect in the books containing the minutes of the proceedings of the Company, shall be

conclusive evidence of the fact without proof of the number or proportion of the votes cast in favour of or

against such resolution.

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Chairman’s declaration of result of voting on show of hands

107. A declaration by the Chairman of the meeting that on a show of hands, a resolution has or has not been

carried either unanimously or by a particular majority and an entry to that effect in the books containing the

minutes of the proceedings of the Company shall be conclusive evidence of the fact, without proof, of the

number or proportion of votes cast in favour of or against such resolution.

Demand of poll

108. Before or on declaration of the result of the voting on a show of hands, the Chairman may on his own motion,

order a poll to be taken. Poll shall also be ordered by Chairman if it is demanded by one or more Members

present at the meeting in person or by proxy and holding shares or being entitled to votes at least to the extent

stipulated under the provisions of the Act. The demand for a poll may be withdrawn at any time by the person

or persons who made the demand.

Time of taking of poll

109. A poll demanded on any question (other than the election of the Chairman or on question of adjournment,

which shall be taken forthwith) shall be taken at such place in the city/town or village in which the Registered

Office of the Company is situate and at such time not being later than forty eight hours from the time when

the demand was made as the Chairman may direct.

Subject to the provisions of the Act, the Chairman of the meeting shall have power to regulate the manner in

which a poll shall be taken, including the power to take the poll by open voting or by secret ballot and either

at once or after the interval or adjournment or otherwise.

The result of the poll shall be deemed to be the decision of the meeting on the resolution, on which the poll

was taken.

Chairman to regulate the poll

110. Where a poll is to be taken, the Chairman of the meeting shall appoint such number of persons, as he deems

necessary, to scrutinize the poll process and votes given on the poll and to report thereon to him in the manner

as may be prescribed under the Act.

Demand for poll not to prevent transaction of other business

111. The demand for a poll shall not prevent transaction of other business except on the question of the Chairman

and of an adjournment other than the question on which the poll has been demanded.

Chairman’s casting vote

112. In the case of equality of votes, the Chairman shall both on a show of hands and a poll (if any) shall be

entitled to second or cast a vote in addition to the vote or votes to which he may be entitled as a Member.

Appointment of scrutinizers

113. Where a poll is to be taken, the Chairman of the meeting shall appoint one scrutinizer to scrutinize the vote

given on the poll and to report thereon to him. The Chairman shall have power, at any time before the result

of the poll is declared, to remove a scrutinizer from office and fill vacancies in the office of the scrutinizer

arising from such removal or from any other cause.

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114. Power to arrange security at meetings

The Board, and also any person(s) authorized by it, may take any action before the commencement of any

general meeting, or any meeting of a class of members in the Company, which they may think fit to ensure

the security of the meeting, the safety of people attending the meeting, and the future orderly conduct of the

meeting. Any decision made in good faith under this Article shall be final, and rights to attend and participate

in the meeting shall be subject to such decision.

General Meetings through Video Conferencing

115. Subject to provisions of the Act and other applicable laws, the General Meetings of the Company may be

called and held through video conferencing or other permitted means either in substitution of or along with

the physical General Meetings in such manner as may be permitted or prescribed under the Act and other

applicable laws.

VOTES OF MEMBERS

Member paying money in advance not to be entitled to vote in respect thereof

116. A Member paying the whole or a part of the amount remaining unpaid on any share held by him although no

part of that amount has been called up, shall not be entitled to any voting rights in respect of the moneys so

paid by him until the same would but for such payment become presently payable.

Restriction on exercise of voting rights of Members who have not paid calls

117. Notwithstanding anything to the contrary contained in the Act but subject to any rights or restrictions for the

time being contained in these Articles with respect to any class or classes of shares, no Member shall exercise

any voting rights in respect of any shares registered in his name on which any calls or other sums presently

payable by him have not been paid or in regard to which the Company has exercised any right of lien.

(1) Subject to any rights or restrictions for the time being attached to any class or classes of shares,—

(a) on a show of hands, every Member present in person shall have one vote; and

(b) on a poll, the voting rights of Members shall be in proportion to his share in the paid-up equity

share capital of the Company.

(2) A Member may exercise his vote at a meeting by electronic means in accordance with the provisions

of the Act

(3) (i) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by

proxy, shall be accepted to the exclusion of the votes of the other joint holders.

(ii) For this purpose, seniority shall be determined by the order in which the names stand in the

Register of Members.

(4) A Member of unsound mind, or in respect of whom an order has been made by any court having

jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other

legal guardian, and any such committee or guardian may, on a poll, vote by proxy.

(5) Any business other than that upon which a poll has been demanded may be proceeded with, pending

the taking of the poll.

(6) No Member shall be entitled to vote at any General Meeting unless all calls or other sums presently

payable by him in respect of shares in the company have been paid.

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(7) (i) No objection shall be raised to the qualification of any voter except at the meeting or adjourned

meeting at which the vote objected to is given or tendered, and every vote not disallowed at such

meeting shall be valid for all purposes.

(ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose

decision shall be final and conclusive.

Votes in respect of deceased or insolvent Members

118. Any person entitled under the transmission Article to transfer any share may vote any General Meeting in

respect thereof in the same manner as if he was the registered holder of such shares provided that at least

forty-eight hours before the time of holding the meeting or adjourned meeting, as the case may be, at which

he proposes to vote, he shall satisfy the Directors of the rights to transfer such shares and give such indemnity

(if any) as the Directors may require unless the Directors shall have previously admitted his right to vote at

such meeting in respect thereof.

Number of votes to which Member entitled

119. Subject to the provisions of these Articles and without prejudice to any special privileges or restrictions as to

voting for the time being attached to any class of shares for the time being forming part of the capital of the

Company, every Member, not disqualified by the Article 116, shall be entitled to be present and to speak and

vote at such Meeting and on a show of hands, every Member present in person shall have one vote and upon a

poll the voting right of every Member present in person or by proxy shall be in proportion to his share of the

paid-up equity share capital of the Company.

Provided, however, if any preference shareholder be present at any Meeting of the Company, save as

provided in Section 47(2) of the Act, he shall have a right to vote only on resolutions placed before the

Meeting which directly affect the rights attached to his preference shares.

Appointment of Proxy

120. (1) Every proxy (whether a Member or not) shall be appointed in writing under the hand of the appointer

or his attorney, or if such appointer is a corporation under the common seal of such corporation, or be

signed by an officer or any attorney duly authorised by it, and any Committee or guardian may appoint

such proxy. The proxy so appointed shall not have any right to speak at the Meeting.

(1) An instrument of proxy may appoint a proxy either for the purpose of a particular Meeting specified in

the instrument and any adjournment thereof or it may appoint for the purpose of every Meeting of the

Company or of every Meeting to be held before a date specified in the instrument and every

adjournment of any such Meeting.

(2) A Member present by proxy shall be entitled to vote only on a poll. However where such Member is a

body corporate present by a proxy who is not himself a Member in which case such proxy shall also be

eligible to vote on show of hands as if he were a Member.

(3) The instrument appointing a proxy and the power of attorney or other authority (if any) under which it

is signed or a notarially certified copy of that power or authority, shall be deposited at the office not

later than forty-eight hours before the time for holding the meeting at which the person named in the

instrument proposes to vote, and in default the instrument or proxy shall not be treated as valid. No

instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date of

its execution.

Every instrument of proxy whether for a specified Meeting or otherwise shall as nearly as circumstances will

admit, be in any of the forms set out in the Rules framed under Section 105 of the Act.

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Representation of body corporate

121. A body corporate (whether a Company within the meaning of the Act or not) may, if it is a Member or

creditor of the Company (including a holder of debentures) authorise such person as it thinks fit by a

resolution of its Board of Directors or other Governing Body, to act as its representative at any meeting of the

Company or any class of Members of the Company or at any meeting of the creditors of the Company or

debenture holders of the Company.

(a) A person authorised by resolution as aforesaid shall be entitled to exercise the same rights and powers

(including the right to vote by proxy) on behalf of the body corporate which he represents as that body

could exercise if it were an individual Member, creditor or holder of debentures of the Company. The

production of a copy of the resolution referred above, certified by Director or the Secretary of such

body corporate before the commencement of the meeting shall be accepted by the Company as

sufficient evidence of the validity of the said representative’s appointment and his right to vote thereat.

(b) Where the President of India or the Governor of a State is a Member of the Company, the President or

as the case may be, the Governor may appoint such person as he thinks fit to act as his representative at

any meeting of the Company or at any meeting of any class of Members of the Company and such a

person shall be entitled to exercise the same rights and powers including the right to vote by proxy, as

the President or as the case may be the Governor could exercise as a Member of the Company.

Voting in person or by proxy

122. Subject to the provisions of these Articles, vote may be given either personally or by proxy. A body corporate

being a Member may vote either by a proxy or by a representative duly authorised in accordance with Section

113 of the Act.

Rights of members to use votes differently

123. On a poll taken at a meeting of the Company a member entitled to more than one vote or his proxy or other

persons entitled to vote for him, as the case may be need not, if he votes, use all his votes or cast in the same

way all the votes he uses.

Proxy either for specified meeting or for a period

124. An instrument of proxy may appoint a proxy either for the purpose of a particular meeting specified in the

instrument and adjournment thereof or it may appoint a proxy for the purpose of every meeting to be held

before a date specified in the instrument and every adjournment of any such meeting.

Validity of votes given by proxy notwithstanding revocation of authority

125. A vote given in accordance with the terms of instrument of proxy shall be valid notwithstanding the previous

death or insanity of the principal or revocation of the proxy or of any Power of Attorney under which such

proxy was signed or the transfer of the share in respect of which the vote is given, provided that no intimation

in writing of the death, insanity, revocation or transfer shall have been received by the Company at the

Registered Office before the commencement of the meeting or adjourned meeting at which the proxy is used,

provided nevertheless that the Chairman of any meeting shall be entitled to require such evidence as he may

in his discretion think fit of the due execution of an instrument of proxy and of the same not having been

revoked.

Time for objection to vote

126. No objection shall be made to the qualification of any vote or to the validity of a vote except at the meeting or

adjourned meeting at which the vote objected to is given or tendered and every vote, whether given

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personally or by proxy, not disallowed at such meeting shall be valid for all purposes and such objection

made in due time shall be referred to the Chairman of the meeting.

Chairman of any meeting to be the judge of validity of any vote

127. The Chairman of any meeting shall be the sole judge of the validity of every vote tendered at such meeting.

The Chairman present at the taking of a poll shall be the sole judge of the validity of every vote tendered at

such poll. The decision of the Chairman shall be final and conclusive.

Custody of instrument

128. If any such instrument of appointment be confined to the object of appointing an attorney or proxy for voting

at meetings of the Company, it shall remain permanently or for such time as the Directors may determine, in

the custody of the Company. If embracing other objects, copy thereof examined with the original shall be

delivered to the Company to remain in the custody of the Company.

DIRECTORS

Number of Directors

129. The Company shall have a Board of Directors consisting of individuals as directors and shall have a

minimum number of three directors and a maximum of fifteen directors. A woman director shall form part of

the Board of Directors of the Company.

The Company may appoint more than fifteen directors after passing a special resolution at a General Meeting.

First Directors of the Company

130. The First Directors of the Company :-

1. Shri. Jayantibhai Meghjibhai Patel

2. Shri. Ashishbhai Natwarlal Soparkar

3. Shri. Natwarlal Meghjibhai Patel

4. Shri. Rameshbhai Meghjibhai Patel

5. Shri. Anandbhai Ishwarbhai Patel

Debenture Directors

131. Any Trust Deed for securing debentures or debenture-stocks, may, if so arranged, provide for the

appointment, from time to time by the Trustees thereof or by the holders of debentures or debenture-stocks, of

some person to be a Director of the Company and may empower such Trustees or holder of debentures or

debenture-stocks, from time to time, to remove and re-appoint any Director so appointed. The Director

appointed under Article is herein referred to as “Debenture Director” and the term “Debenture Director”

means the Director for the time being in office under this Article. The Debenture Director shall not be liable

to retire by rotation or be removed by the Company. The Trust Deed may contain such ancillary provisions as

may be arranged between the Company and the Trustees and all such provisions shall have effect

notwithstanding any of the other provisions herein contained.

Nominee Director

132. The Company may agree with any Banks, Financial Corporation, Credit Corporation Financial Institution or

any authority or person or State Government that in consideration of any Rupee Term loan/ Foreign Currency

Loan, Non Convertible Debentures, External Commercial Borrowings, FCCB, or any financial assistance of

any kind whatsoever, which may be rendered by it to the Company, it shall till such time as the loan or

financial assistance is outstanding have power to nominate/appoint from time to time any person or persons

as a Director or Directors, as "Nominee Director/s" on the Board of the Company and to remove and

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reappoint the directors to fill in any vacancy caused by Death or resignation of a Director otherwise ceasing to

hold office the Company.

Nominee Director/s shall not be required to hold any share qualification in the Company nor such Nominee

Director/s shall not be liable to retire by rotation, The Nominee Director/s shall be entitled to the same rights

and privileges and be subject to the same obligation as any other Director of the Company.

The Nominee Director/s appointed under this Article shall be entitled to receive all notices of and attend all

General Meeting, Board meetings or the Committee of which the Nominee Director/s is/are Member/s as also

the minutes of such meetings.

The Company shall pay to the Nominee Director/s sitting fees and expenses which the other Directors of the

Company are entitled but if any others fees, commission, moneys or remuneration in any other form is

payable to the Directors of the Company. The fees, commission, moneys, remuneration in relation to such

Nominee Director/s shall accrue to the Corporation and same shall accordingly be paid by the Company

directly to the Corporation Any expenses that may be incurred by the Corporation or such Nominee Director/s

in connection with their appointment or Directorship shall also be paid or reimbursed by the Company to the

Corporation or as the case may be to such Nominee Director/s.

Provided that if any such Nominee Director/s is an officer of the Corporation, the sitting fees in relation to

such Nominee Director/s shall also accrue to the Corporation and the same shall accordingly be paid by the

Company directly to the Corporation.

Limit on number of non-retiring Directors

133. Subject to the provisions of Section 152 of the Act and the provisions contained in these Articles, number of

non-retiring Directors shall not exceed in the aggregate one-third of the total number of Directors for the time

being in office.

Appointment of Alternate Directors

134. The Board may appoint an Alternate Director recommended for such appointment by the Director (hereinafter

in this Article called “the Original Director”) to act for him during his absence for a period of not less than

three (3) months from India.

Every such Alternate Director shall, subject to his giving to the Company an address in India at which notice

may be served on him, be entitled to notice of meetings of Directors and to attend and vote as a Director and

be counted for the purposes of a quorum and generally at such meetings to have and exercise all the powers

and duties and authorities of the Original Director.

The Alternate Director appointed under this Article shall vacate office as and when the Original Director

returns to the State in which the meetings of the Board are ordinarily held, if the terms of office of the

Original Director is determined before he returns to as aforesaid. Any provision in the Act or in these Articles

for automatic re-appointment of retiring Director in default of another appointment shall apply to the Original

Director and the Alternate Director.

Any fee paid by the Company to the alternate director shall be deducted from that Director’s remuneration.

No Director shall act as an alternate Director of the Company. A person shall not act as an alternate director

for more than one director of the Company.

Casual Vacancy

135. The Directors shall have power at any time and from time to time to appoint any person to be a Director to fill

a casual vacancy. Such casual vacancy shall be filled by the Board of Directors at a meeting of the Board and

shall be subsequently approved by members in the immediate next general meeting. Any person so appointed

shall hold office only upto the date which the Director in whose place he is appointed would have held office,

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if it had not been vacated as aforesaid or if such date shall be later than the next Annual General Meeting upto

the date of the next Annual General Meeting but he shall then be eligible for re-election.

Additional Directors

136. The Directors shall also have power at any time and from time to time to appoint any other person to be a

Director as an addition to the Board but so that the total number of Directors shall not at any time exceed the

maximum fixed. Any person so appointed as an addition to the Board shall hold his office only upto the date

of the next Annual General Meeting but shall be eligible for election at such meeting. Provided that the

number of Directors and the Additional Director together, shall not exceed the maximum strength fixed by

the Article.

No Qualification of shares by Director

137. A Director need not hold any qualification shares.

Remuneration of Directors

138. (1) Subject to the provisions of Section 196 and 197 of the Act and schedules there under, a Managing

Director or Directors, who is in the whole-time employment of the Company may be paid

remuneration either by way of monthly payment or at specified percentage of the net profits of the

Company or partly by one way and partly by the other.

(2) Subject to the provisions of the Act, a Director who is neither in the whole time employment nor a

Managing Director may be paid remuneration either:

(i) by way of monthly, quarterly or annual payment with the approval of the Central

Government; or

(ii) by way of Commission if the Company by a special resolution authorised such payment.

Fees payable to a Director for attending a meeting

139. The fees payable to a Director for attending a meeting of the Board or a Committee of the Board or a General

Meeting shall be decided by the Board of Directors from time to time, subject to such limit as may be

prescribed in that behalf, from time to time, by the Central Government under or pursuant to the Act.

The Board of Directors may in addition allow and pay to any Director who is not a bonafide resident of the

Place where a meeting of the Board or Committee or a General Meeting of the Company is held, and who

shall come to that place for the purpose of attending the meeting, such sum as the Board may consider fair

compensation for his travelling, hotel, boarding, lodging and other incidental expenses incurred in attending

or returning from meetings of the Board of Directors, or any Committee thereof or General Meetings of the

Company.

Subject to the limitations provided by the Act and this Article, if any Director shall be called upon to go or

reside out of his usual place or residence on the Company's business or otherwise perform extra service

outside the scope of his ordinary duties, the Board may arrange with such Director for such Director for such

special remuneration for such service either by way of salary, commission or the payment of stated sum of

money as they shall think fit, in addition to or in substitution of his remuneration above provided, and all the

Directors shall be entitled to be paid or reimbursed or repaid any travelling, hotel and other expenses

incurred or to be incurred in connection with the business of the Company and also to be reimbursed all

fees for filling all documents which they may be required to file under the provisions of the Act.

Subject to the provisions of Section 197 and Schedule V to the Companies Act 2013, the Directors shall be

paid such further remuneration if any, either on the basis of percentage on the net profits of the Company or

otherwise, as the Company in General Meeting shall from time to time determine, and such additional

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remuneration and further remuneration shall be divided amongst the Directors in such proportion and manner

as the Board may from time to time determine, and in default of such determination shall be divided amongst

the Directors equally. Provided that the total Managerial Remuneration shall not exceed the overall maximum

remuneration as may be prescribed under the Act.

Extra remuneration to Directors for special work

140. Subject to the provisions of the Act and rules if any Director, being willing shall be called upon to perform

extra services (which expression shall include work done by a Director as a Member of any committee

formed by the Directors or in relation to signing Share Certificates) or to make special exertions in going or

residing out of his usual place of residence or otherwise for any of the purposes of the Company, the

Company shall remunerate the Director so doing either by a fixed sum or otherwise as may be determined by

the Directors and such remuneration may be either in addition to or in substitution for his share in the

remuneration above provided.

Directors may act notwithstanding vacancy

141. The continuing Director or Directors may act notwithstanding any vacancy in their body, but if and so long as

their number is reduced below the quorum fixed by these Articles, for a meeting of the Board of Director or

Directors may act for the purpose of increasing the number of Directors or that fixed for the quorum or for

summoning a General Meeting of the Company but for no other purposes.

Disqualification of Director

142. A person shall not be capable of being appointed Director of the Company if:

(a) He has been found to be of unsound mind by a Court of competent jurisdiction and the finding is in

force;

(b) He is an undischarged insolvent;

(c) He has applied to be adjudged as an insolvent and his application is pending;

(d) He has been convicted by a Court of any offence involving moral turpitude and sentenced in respect

thereof to imprisonment for not less than six (6) months and a period of five (5) years has not been

elapsed from the date of expiry of the sentence;

Provided that if a person has been convicted of any offence and sentenced in respect thereof to

imprisonment for a period of seven (7) years or more, he shall not be eligible to be appointed as a

director in any company.

(e) He has not paid any call in respect of shares of the Company held by him whether alone or jointly with

others and six (6) months have elapsed from the last day fixed for the payment of the call; or

(d) An order disqualifying him for appointment as Director has been passed by a Court in pursuance of

Section 188 of the Act and is in force; unless the leave of the Court has been obtained for his

appointment in pursuance of such provision contained in the Act.

(e) An order disqualifying him for appointment as a Director has been passed by a court or Tribunal and

the order is in force:

(f) He has been convicted of the offence dealing with related party transactions under Section 188 at any

time during the last preceeding year.

(g) He has not complied with sub-section (3) of Section 152.

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Vacation of office by Directors

143. The office of a Director shall become vacant if he incurs any of the disqualifications specified in case :

a) he absents himself from all the meetings of the Board of Directors held during a period of twelve

(12) months with or without seeking leave of absence of the Board;

b) he acts in contravention of the provisions of Section 184 on entering into contracts or

arrangements in which he is directly or indirectly interested;

c) he fails to disclose his interest in any contract or arrangement in which he is directly or indirectly

interested, in contravention of the provisions of Section 184;

d) he becomes disqualified by an order of a court or the Tribunal;

e) he is convicted by a court of any offence, whether involving moral turpitude or otherwise and

sentenced in respect thereof to imprisonment for not less than six (6) months. The office shall be

vacated by the director even if he has filed an appeal against the order of such court;

f) he is removed in pursuance of the provisions of this Act;

g) he, having been appointed a director by virtue of his holding any office or other employment in the

holding, subsidiary or associate company, ceases to hold such office or other employment in that

company.

144. Removal of Directors:

The Company, may, by Ordinary Resolution and in terms of the provisions contained in Section 169 of the

Act, remove a director, not being a director appointed by the Tribunal under Section 242, before the expiry of

the period of his office after giving him reasonable opportunity of being heard, except where not less than

two-thirds of the total number of directors have been appointed by the Company according to the principle of

proportional representation.

Disclosure of interest by Director

145. (1) Every Director of the Company who is in any way, whether directly or indirectly, concerned or

interested in a contract or arrangement or proposed contract or arrangement, entered into or to be

entered into, by or on behalf of the Company, shall disclose the nature of his concern or interest at a

meeting of the Board of Directors in the manner provided in Section 184 of the Act.

(2) (a) In the case of proposed contract or the arrangement, the disclosure required to be made by a

Director under sub-article (1) shall be made at the meeting of the Board at which the question of

entering into the contract or arrangement is first taken into consideration or if the Director was

not at the date of that meeting concerned or interested in the proposed contract or arrangement

at the first meeting of the Board held after he be so concerned or interested.

(b) In case of any other contract or arrangement, the required disclosure shall be made at the first

meeting of the Board held after the Director becomes concerned or interested in the contract or

arrangement.

(3) (a) For the purpose of sub-articles (1) and (2), a general notice given to the Board by a Director to

the effect that he is a Director or a Member of a specified body corporate or is a Member of a

specified firm and is to be regarded as interested in any contract or arrangement which may,

after the date of the notice, be entered into with that body corporate or firm, shall be deemed to

be sufficient disclosure of concern or interest in relation to any contract or arrangement so

made.

(b) Any such general notice shall expire at the end of the financial year in which it is given, but may

be renewed for further period of one financial year at a time by a fresh notice given in which it

would otherwise expire.

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(c) No such general notice and no renewal thereof, shall be of effect unless either it is given at a

meeting of the Board or the Directors concerned takes reasonable steps to secure that it is

brought up and read at the first meeting of the Board after it is given.

(d) Nothing in this Article shall apply to any contract or arrangement entered into or to be entered

into between the Company and any other Company where any one or more of the Directors of

the Company together holds or hold not more than two per cent of the paid-up share capital in

the other company.

No Director shall, as a Director, take any part in the discussion of, or vote on any contract or arrangement

entered into, by or on behalf of the Company, if he is in any way, whether directly or indirectly, concerned or

interested in such contract or arrangement, nor shall his presence be counted for the purpose of forming a

quorum at the time of any such discussion or vote; and if he does vote, his vote shall be void; provided

however that nothing herein contained shall apply to:

(a) any contract of indemnity against any loss which the directors, or anyone or more of them, may

suffer by reason of becoming or being sureties or a surety for the Company.

(b) Any contract or arrangement entered into or to be entered into with a public company or a

private company which is a subsidiary of a public company in which the interest of the Director

consists solely

(i) in his being :

(1) a director of such company; and

(2) the holder of not more than shares of such number or value therein as is requisite to

qualify him for appointment as a director thereof, he having been nominated as such

director by the Company; or

(ii) in his being a Member holding not more than two per cent of its paid up share capital.

This Article is subject to the provisions of Section 184 (2) of the Act.

ROTATION AND APPOINTMENT OF DIRECTORS

Directors may be Directors of the Companies promoted by the Company

146. If a Director of the Company is appointed a Director of any Company promoted by the Company or in which

it may become interested as a vendor, shareholder or otherwise, such Director shall not be accountable for

any benefits received as Director or shareholder of such Company except in so far as Section 188 or Section

197 of the Act may be applicable.

147. Retirement and Rotation of Directors

(1) At every Annual General Meeting of the Company, one-third of such of the Directors for the time being

as are liable to retire by rotation or if their number is not three or a multiple of three, the number nearest

to one-third shall retire from Office of Directors. The Independent Directors, if any, shall not be subject

to retirement under this Article and shall not be taken into account in determining the retirement by

rotation or the number of Directors to retire. The Debenture Directors, Nominee Directors, and Managing

Directors, if any, shall not be subject to retirement under this Article and shall not be taken into account

in determining the number of Directors to retire by rotation.

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Ascertainment of Directors retiring by rotation and filling of vacancies

148. Subject to the provisions of the Act and these Articles, the Directors to retire by rotation under the last

preceding Article at every Annual General Meeting shall be those who have been longest in office since

their last appointment, but as between person who become Directors on the same day, those who are to

retire, shall in default of and subject to any agreement among themselves be determined by lot. Subject to

the provisions of the Act, a retiring Director shall remain in office until the conclusion of the meeting at

which his reappointment is decided or his successor is appointed.

Eligibility for re-election

149. A retiring Director shall be eligible for re-election and shall act as a Director throughout and till the

conclusion of the meeting at which he retires.

Company to fill vacancies

150. Subject to the Section 149 of the Act, the Company at the General Meeting at which a Director retires in

manner aforesaid may fill up the vacancy by appointing the retiring Director or some other person thereto.

Provision in default of appointment

151. (a) If the place of retiring Directors is not so filled up and the meeting has not expressly resolved not to fill

the vacancy, the meeting shall stand adjourned till the same day in the next week, at the same time and

place or if that day is a public holiday, till the next succeeding day which is not a public holiday, at the

same time and place.

(b) If at the adjourned meeting also, the place of the retiring Director is not filled up and the meeting also

has not expressly resolved not to fill the vacancy, the retiring Director shall be deemed to have been re-

appointed at the adjourned meeting, unless:

(i) At that meeting or the previous meeting a resolution for the re-appointment of such Director has

been put to the meeting and lost.

(ii) The retiring Director has by a notice in writing addressed to the Company or its Board of

Directors expressed his unwillingness to be so re-appointed.

(iii) He is not qualified or is disqualified for appointment.

(iv) A resolution whether special or ordinary is required for his appointment or re-appointment by

virtue of any provisions of the Act; or

(v) Section 164 of the Act is applicable to the case.

152. Company may increase or reduce the number of Directors or remove any Director

Subject to the provisions of Section 149 and 152 of the Act, the Company may, by Ordinary Resolution

from time to time, increase or reduce the number of Directors and may alter qualifications.

Appointment of Directors to be voted individually

153. (a) At a General Meeting of the Company, a motion shall not be made for the appointment of two or

more persons as Directors of the Company by a single resolution unless a resolution that it shall be

so made has first been agreed to by the meeting without any vote being given against it. A resolution

moved in contravention of this Article shall be void whether or not objection so moved is passed. No

provision for the automatic reappointment of retiring Directors by virtue of these Articles or the Act

in default of another appointment shall apply.

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(b) For the purpose of this Article, a motion for approving a person’s appointment or for nominating a

person for appointment, shall be treated as a motion for his appointment.

Notice of candidature for office of Director except in certain cases

154. (1) A person who is not a retiring director in terms of section 152 shall, subject to the provisions of this

Act, be eligible for appointment to the office of a director at any general meeting, if he, or some

member intending to propose him as a director, has, not less than fourteen days before the meeting, left

at the registered office of the company, a notice in writing under his hand signifying his candidature as

a director or, as the case may be, the intention of such member to propose him as a candidate for that

office, along with the deposit of one lakh rupees or such higher amount as may be prescribed which

shall be refunded to such person or, as the case may be, to the member, if the person proposed gets

elected as a director or gets more than twenty-five per cent. of total valid votes cast either on show of

hands or on poll on such resolution.

.

(2) The Company shall inform its Members of the candidature of the person for the office of Director or

the intention of a Member to propose such person as a candidate for that office by serving individual

notices on the Members not less than seven (7) days before the meeting provided that it shall not be

necessary for the Company to serve individual notices upon the Members as aforesaid if the Company

advertises such candidature or intention not less than seven (7) days before the meeting in at least two

newspapers circulating in the place where the Registered Office of the Company is located of which

one is published in the English language and the other in the regional language of that place.

(3) Every person (other than a Director retiring by rotation or otherwise or person who has left at the office

of the Company a notice under Section 160 of the Act, signifying his candidature for the office of a

Director) proposed as a candidate for the office of a Director shall sign and file with the Company his

consent in writing to act as a Director if appointed.

(4) A person other than:

(a) A Director re-appointed after retirement by rotation or immediately on the expiry of his term of

office; or

a. An Additional or Alternate Director or a person filling a casual vacancy in the office of a

Director under Sections 149 and 151 of the Act appointed as a Director, re-appointed as an

Additional or Alternate Director immediately on the expiry of his term of office or

b. a person named as Director of the company under these Articles as first Registered.

shall not act as a Director of the Company unless he has within the prescribed days of appointment

signed and filed with the Registrar his consent in writing to act as such Director.

Disclosure by Directors of their holdings of shares and debentures of the Company

155. A Director or Manager shall give notice in writing to the Company of his holding of shares and debentures

of the Company, or its holding or its subsidiary or its associates, together with such particulars as may be

prescribed under the Act. If such notice be not given at a meeting of the Board, the Director or Manager

shall take all reasonable steps to secure that it is brought up and read at the meeting of the Board next after

it is given. The Company shall enter the aforesaid particulars in a Register kept for their purpose in

conformity with provisions of the Act.

Board resolution necessary for certain contracts

156. Except with the consent of the Board of Directors given by a resolution at a meeting of the Board and subject

to such conditions as may be prescribed, no company shall enter into any contract or arrangement with a

related party with respect to

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(a) sale, purchase or supply of any goods or materials;

(b) selling or otherwise disposing of, or buying, property of any kind;

(c) leasing of property of any kind;

(d) availing or rendering of any services;

(e) appointment of any agent for purchase or sale of goods, materials, services

or property;

(f) such related party's appointment to any office or place of profit in the company, its subsidiary company or

associate company; and

(g) underwriting the subscription of any securities or derivatives thereof, of the company:

Provided that no contract or arrangement or transaction exceeding such sums, as may be prescribed, shall be

entered into without the prior approval of the company by a special resolution:

No member of the company shall vote on such special resolution, to approve any contract or arrangement

which may be entered into by the Company, if such member is a related party:

Nothing in this sub-section shall apply to any transactions entered into by the company in its ordinary course

of business other than transactions which are not on an arm’s length basis.

Every consent of the Board required under this Article, shall be accorded by a resolution passed at a meeting

of the Board and the same shall not be deemed to have been given unless the consent is accorded before the

contract is entered into or within three (3) months of the date on which it was entered into.

If consent is not accorded to any contract under this Article, anything done in pursuance of the contract will

be voidable at the option of the Board.

Disclosure to the Members of Director’s interest in contract in appointing Manager, Managing

Director or Whole-time Director

157. When the Company:

(a) Enters into a contract for the appointment of a Managing Director or Whole-time Director in which

contract any Director of the Company is, whether directly or indirectly, concerned or interested; or

(b) Varies any such contract already in existence and in which a Director is concerned or interested as

aforesaid, the provisions of Section 190 of the Act shall be complied with.

MANAGING DIRECTOR, WHOLE-TIME DIRECTOR

Board may appoint Managing Director or Managing Directors or Whole-time Directors

158. The Company shall not appoint or employ at the same time a managing director and a manager. The

Company shall not appoint or re-appoint any person as its managing director, whole-time director or manager

for a term exceeding five years at a time. No re-appointment shall be made earlier than one year before the

expiry of his term.

Subject to the provisions of Section 197 and Schedule V, a managing director, whole-time director or

manager shall be appointed and the terms and conditions of such appointment and remuneration payable be

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approved by the Board of Directors at a meeting which shall be subject to approval by a resolution at the next

General Meeting of the company and by the Central Government in case such appointment is at variance to

the conditions specified in Part I of that Schedule:

Provided that a notice convening Board or General Meeting for considering such appointment shall include

the terms and conditions of such appointment, remuneration payable and such other matters including

interest, of a director or directors in such appointments, if any:

Provided further that a return in the prescribed form shall be filed within sixty (60) days of such appointment

with the Registrar.

What provisions they will be subject to

159. Subject to the provisions of the Act and these Articles, the Managing Director or Whole-time Director shall

not while he continues to hold that office, be subject to retirement by rotation under Article 144 but he shall

be subject to the same provisions as to the resignation and removal as the other Directors of the Company and

he shall ipso facto and immediately cease to be Managing Director or Whole-time Director if he chooses to

hold office of Director for any cause provided that if at any time the number of Directors (including

Managing Director or Whole-time Director) as are not subject to retirement by rotation shall exceed one-third

of the total number of the Directors for the time being, then such of the Managing Director or Whole-time

Director or two or more of them as the Directors may from time to time determine shall be liable to retirement

by rotation in accordance with the Article 144 to the extent that the number of Directors not liable to

retirement by rotation shall not exceed one-third of the total number of Directors for the time being.

Remuneration of Managing or Whole-time Director(s)

160. The remuneration of the Managing Director or Whole-time Director shall (subject to Section 197 and 198 and

other applicable provisions of the Act, including Schedule V of the Act and of these Articles and of any

contract between him and the Company) be fixed by the Directors, from time to time.

Powers and duties of Managing and/or Whole-time Director(s)

161. Subject to the superintendence, control and direction of the Board the day to day management of the

Company shall be in the hands of the Managing Director(s) or Whole-time Director(s) appointed under

Article 155 with power to the Board to distribute such day to day management functions among such

Director(s) in any manner as deemed fit by the Board and subject to the provisions of the Act and these

Articles the Board may by resolution vest any such Managing Director or Managing Directors or Whole-time

Director or Whole-time Directors with such of the powers as may be made exercisable for such periods and

upon such conditions and subject to the such restrictions as it may determine and they may subject to the

provisions of the Act and these Articles confer such power either collaterally with or to the exclusion of or in

substitution for all or any of the powers of the Director in that behalf and may from time to time revoke

withdraw, alter or vary all or any of such powers.

PROCEEDINGS OF THE MEETING OF BOARD OF DIRECTORS

Meeting of the Directors

162. The Directors may meet together as a Board from time to time and shall hold a minimum number of four

meetings of its Board of Directors every year in such a manner that not more than one hundred and twenty

(120) days shall intervene between two consecutive meetings of the Board. The Directors may adjourn and

otherwise regulate their meetings as they think fit. The provision of this Article shall not be deemed to have

been contravened merely by reason of the fact that the meeting of the Board which had been called in

compliance with the terms of this Article could not be held for want of a quorum.

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Notice of Meeting

163. Notice of every meeting of the Board of Directors shall be given in writing to every Director for the time

being in India and at his usual address in India to every other Director. At least seven (7) days notice in

writing shall be given to Directors specifying the time and place of the meeting by hand delivery or by post

including courier or by electronic means or by any other permitted mode of delivery.

When meeting to be convened

164. A meeting of the Board shall be called upon the request of a Director by the Secretary by giving not less than

seven (7) days notice in writing to every director at his address registered with the company and such notice

shall be sent by hand delivery or by post or by electronic means:

Provided that a meeting of the Board may be called at shorter notice to transact urgent business subject to the

condition that at least one independent director, if any, shall be present at the meeting:

Provided further that in case of absence of independent directors from such a meeting of the Board, decisions

taken at such a meeting shall be circulated to all the directors and shall be final only on ratification thereof by

at least one independent director, if any.

Meetings by Electronic Mode

165. Notwithstanding anything contrary contained in the Articles of Association, the Company may, in pursuance

of and subject to compliance of provisions of applicable rules, regulations, circulars, guidelines, notifications

etc. as may be specified by the Ministry of Corporate Affairs (MCA), Securities & Exchange Board of India

(SEBI), Stock Exchanges or any competent authority and the provisions, if any, which may be laid don in this

regard by any amendment in or re-enactment of the Companies Act, or by the rules, regulations made

thereunder or the Listing Agreement with Stock Exchange, from time to time, allow the Member(s) of the

Company to participate in the General Meeting (s) of the Members through any type of electronic and the

Members so participating shall be deemed to be present in such General Meeting (s) for the purpose of the

quorum, voting, recording and all other relevant provisions in this regard

Quorum for meeting of Board

166. Subject to Section 174 of the Act the quorum for a meeting of the Board shall be one third of its total strength

(any fraction contained in that one third being rounded off as one) or two directors, present in person or

attending through video-conferencing, whichever is higher, provided that where at any time the number of

interested directors exceeds or is equal to two thirds of the total strength of the remaining director that is to

say, the number of directors who are not interested shall be the quorum during such time provided such

number is not less than two.

Provided that any Director participating through video conferencing shall attend in person at least one Board

Meeting in twelve (12) months period.

Adjournment for meeting for want of quorum

167. If a meeting of the Board could not be held for want of quorum then the meeting shall automatically stand

adjourned till the day in the next week, at the same time and place or if that day is a National holiday, till the

next succeeding day which is not a National holiday at the same time and place, unless otherwise adjourned

to a specific date, time and place.

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Chairman of the Board Meeting

168. The Directors from among their number may elect a Chairman of the Board of Directors. If at any meeting

the Chairman is not present at the time appointed for holding the same, the Directors present shall choose one

of their numbers to be the Chairman of such meeting.

Questions at Board Meeting how decided

169. Subject to the provisions of the Act, questions arising at any meeting of the Board shall be decided by a

majority of votes and in case of any equality of votes, the Chairman shall have a second or casting vote.

Chairman’s Casting Vote - where two directors form a quorum

170. Where two directors form a quorum the chairman of a meeting at which only such a quorum is present or at

which only two directors are competent to vote on the matter at issue shall not have a casting vote.

Powers at Board Meeting

171. The Board of Directors of the Company shall be entitled to exercise all such powers, and to do all such acts

and things, as the Company is authorized to exercise and do:

Provided that in exercising such power or doing such act or thing, the Board shall be subject to the provisions

contained in that behalf in this Act, or in the memorandum or articles, or in any regulations not inconsistent

therewith and duly made there under, including regulations made by the company in General Meeting:

Provided further that the Board shall not exercise any power or do any act or thing which is directed or

required, whether under this Act or by the memorandum or articles of the company or otherwise, to be

exercised or done by the company in General Meeting.

Directors may appoint committee

172. The Board of Directors may subject to the relevant provisions of the Act and of these Articles, delegate any of

its powers other than the powers to make calls and to issue debentures to such committee or committees and

may from time to time revoke and discharge any such committee of the Board either wholly or in part and

either as to the persons or purposes, but every committee of the Board so formed shall in exercise of the

powers so delegated conform to any regulation that may from time to time be imposed on it by the Board of

Directors. All acts done by any such committee of the Board in conformity with such regulations and in

fulfillment of the purpose of their appointments, but not otherwise, shall have the like force and effect, as if

done by the Board. Subject to the provisions of the Act the Board may from time to time fix the

remuneration to be paid to any Member or Members of their body constituting a committee appointed by

the Board in terms of these Article and may pay the same.

The Company shall constitute the following Committees as and when required under provisions of the Act:

a) Corporate Social Responsibility Committee as may be required under Section 135 of the Act.

b) Audit Committee as may be required under Section 177 of the Act.

c) Nomination and Remuneration Committee and Stakeholders Relationships required under Section 178 of

the Act.

The composition and duties of the aforesaid committees shall be as may be prescribed under the Act and

Rules framed there under.

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Meeting of the Committee to be Convened

173. The meetings and proceedings of any such committee of the Board consisting of two or more Members shall

be governed by the provisions herein contained for regulating the meetings and proceedings of the Directors,

so far as the same are applicable thereto and are not superseded by any regulations made by the Directors

under the last proceeding Article.

Circular resolution

174. (a) Subject to provisions of Section 175 of the Act, a resolution passed by circulation without a meeting of

the Board or a committee of the Board appointed under this Article shall subject to the provisions of

sub-article (2) hereof and the Act, be as valid and effectual as the resolution duly passed at a meeting

of the Directors or of a Committee duly called and held.

(c) A resolution shall be deemed to have been duly passed by the Board or by a Committee thereof by

circulation, if the resolution has been circulated in draft together with necessary papers, if any, to all

the Directors or to all the Members of the Committee, then in India (not being less in number than the

quorum fixed for a meeting of the Board or Committee as the case may be) and to all other Directors or

Members of the Committee at their usual addresses in India or to such other addresses outside India

specified by any such Directors or Members of the Committee and has been approved by such of the

Directors or Members of the Committee as are then in India or by a majority of such of them as are

entitled to vote on the resolution.

(c) Subject to the provisions of the Act, statement signed by the Managing Director or other person

authorized in that behalf by the Directors certifying the absence from India of any Directors shall for

the purposes of this Article be conclusive.

Acts of Board or Committee valid notwithstanding defect in appointment

175. Subject to the provisions of the Section 176 of the Act and this Article, all acts done by any meeting of the

Board or by a Committee of the Board or by any person acting as a Director shall, notwithstanding that it

shall afterwards be discovered that there was some defect in the appointment of one or more of such Directors

or any person acting as aforesaid or that they or any of them were disqualified or had vacated office or that

the appointment of any of them is deemed to be terminated by virtue of any provisions contained in the Act or

in these Articles, be as valid as if every such person had been duly appointed, and was qualified to be a

Director. Provided nothing contained here shall be deemed to give validity to acts done by a Director after his

appointment noticed to be invalid or to have terminated.

POWERS OF THE BOARD

Consent of Company necessary for exercise of certain powers

176. The Board may exercise all such powers of the Company and do all such acts and things as are not, by the

Act, or any other Act or by the Memorandum or by the Articles of the Company required to be exercised by

the Company in General Meeting, subject nevertheless to these Articles, to the provisions of the Act, or any

other Act and to such regulations being not inconsistent with the aforesaid regulations, as may be prescribed

by the Company in General Meeting but no regulation made by the Company in General Meeting shall

invalidate any prior act of the Board which would have been valid if that regulation had not been made.

Provided that the Board shall not, except with the consent of the Company in General Meeting:

(a) sell, lease or otherwise dispose of the whole, or substantially the whole, of the undertaking of the

Company, or where the Company owns more than one undertaking of the whole, or substantially the

whole, of any such undertaking;

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(b) invest otherwise than in trust securities the amount of compensation received by the Company in

respect of the compulsory acquisition of any such undertaking as is referred to in Sub-Article (a) or of

any premises or properties used for any such undertaking and without which it cannot be carried on or

can be carried on only with difficulty or only after a considerable time;

(c) borrow moneys where the moneys to be borrowed together with the moneys already borrowed by the

Company (apart from temporary loans obtained from the Company's bankers in the ordinary course of

business), will exceed the aggregate of the paid-up capital of the Company, securities premium account

and its free reserves that is to say, reserves not set apart for any specific purpose;

(d) remit, or give time for the repayment of, any debt due by a Director,

(e) Provided further that the powers specified in Section 179 of the Act shall subject to these Articles be

exercised only at meetings of the Board, unless the same be delegated to the extent therein stated; or

(f) contribute to charitable and other funds, any amounts the aggregate of which will, in any financial

year, exceed 5% of its average net profits during the three (3) immediately preceding financial years .

Certain Powers to be exercised by the Board only at meetings

177. The Board of Directors of the Company shall exercise the following powers on behalf of the Company and it

shall do so only by means of resolution passed at meetings of the Board:

(a) To make calls of money unpaid;

(b) To buy-back of securities;

(c) To issue securities, including debentures;

(d) To borrow monies;

(e) To invest funds of the company;

(f) To grant loans or give guarantee or provide security in respect of loans;

(g) To approve financial statements and Board’s Report;

(h) To diversify the business of the company;

(i) To approve amalgamation, merger or reconstruction;

(j) To take over a company or acquire a controlling or substantial stake in another company;

(k) To make political contributions;

(l) To appoint or remove Key Managerial Personnel;

(m) To appoint internal auditors and secretarial auditor;

Provided that the Board may, by a resolution passed at a meeting, delegate to any committee of Directors, the

Managing Director, if any, the manager or any other principal officer of the Company or in the case of a

branch office of the Company, a principal officer of the Branch office, the powers specified in sub-article (d),

(e) and (f) of this Article on such conditions as the Board may prescribe. In respect of dealings between the

Company and its bankers the exercise by the Company of the power specified in sub-article (c) shall mean the

arrangement made by the Company with its bankers for the borrowing of money by way of overdraft or cash

credit or otherwise and not the actual day-to-day operation on overdraft, cash credit of other account by

means of which the arrangement so made is actually availed of.

Certain powers of the Board

178. Without prejudice to the general powers conferred by the last preceding Article and so as not in any way to

limit or restrict those powers and without prejudice to the other powers conferred by these Articles, but

subject to the restrictions contained in the last preceding Article, it is hereby declared that the Directors shall

have the following powers, that is to say, power:

(1) To pay the costs, charges and expenses preliminary and incidental to the formation, promotion,

establishment and registration of the Company.

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(2) To pay and charge to the Capital Account of the Company any commission or interest, lawfully

payable there out under the relevant provisions of the Act.

(3) Subject to Sections 179, 180, 188 and 192 of the Act, to purchase or otherwise acquire for the

Company any property, rights or privileges which the Company is authorized to acquire at or for such

price or consideration and generally on such terms and conditions as they may think fit in any such

purchase or other acquisition, accept such title as the Director may believe or may be advised to be

reasonably satisfactory.

(4) At their discretion and subject to the provisions of the Act, to pay for any property, rights or privileges

by or services rendered to the Company, either wholly or partially in cash or in shares, bonds,

debentures, mortgages or other securities of the Company and any such shares may be issued either as

fully paid up or with such amount credited as paid up thereon as may be agreed upon and any such

bonds, debentures, mortgages or other securities as may be either specifically charged upon all or any

part of the property of the Company and its uncalled capital or not so charged.

(5) To secure the fulfillment of any contracts or engagements entered into by the Company by mortgage or

charge of all or any of the property of the Company and its uncalled capital for the time being or in

such manner as they may think fit.

(6) To accept from any Member, so far as may be permissible by law, a surrender of his shares or any part

thereof, on such terms and conditions as shall be agreed.

(7) To appoint any person to accept and hold in trust for the property belonging to the Company or in

which it is interested or for any other purposes and to execute and to do all such deeds and things as

may be required in relation to any such trust and to provide for the remuneration of such trustee or

trustees.

(8) To institute, conduct, defend, compound or abandon any legal proceedings by or against the Company

or its officer or otherwise concerning the affairs of the Company and also to compound and allow time

for payment on satisfaction of any debts due and of any claim or demands by or against the Company

and to refer any difference to arbitration and observe the terms of any awards made therein either

according to Indian Law or according to Foreign Law and either in India or abroad and observe and

perform or challenge any award made therein.

(9) To act on behalf of the Company in all matters relating to bankruptcy, insolvency, winding up and

liquidation of Companies.

(10) To make and give receipts, release and other discharge for moneys payable to the Company and for the

claims and demands of the Company.

(11) Subject to the provisions of Sections 179, 180, 185 and 186 of the Act and these Articles, to invest and

deal with any moneys of the Company not immediately required for the purposes thereof, upon such

security (not being the shares of this Company) or without security and in such manner as they may

think fit and from time to vary or realize such investment. Save as provided in Section 187 of the Act,

all investments shall be made and held in the Company’s own name.

(12) To execute in the name and on behalf of the Company in favour of any Director

or other person who may incur or be about to incur any personal liability whether

as principal or surety, for the benefit of the Company, such mortgage of the Company’s property

(present and future) as they think fit and any such mortgage may contain a power of sale and other

powers, provisions, covenants and agreements as shall be agreed upon.

(13) To open bank accounts and to determine from time to time who shall be entitled to sign, on the

Company’s behalf, bills, notes, receipt, acceptances, endorsements, cheques, dividend warrants,

release, contracts and documents and to give the necessary authority for such purposes.

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(14) To distribute by way of bonus amongst the staff of the Company a share or shares in the profits of the

Company and do give to any Director, officer or other person employed by the Company a

commission on the profits of any particular business and or transaction and to charge such bonus or

commission as part of working expenses of the Company.

(15) To provide for the welfare of Directors or Ex-Directors or employees or ex-employees of the Company

and the wives, widows and families of the dependents or connections of such persons by building or

contributing to the building of houses, dwellings or chawls or by grants of money, pension, gratuities,

allowances, bonus or other payments or by creating and from time to time, subscribing or contributing

to provident and other associations, institutions and by providing or subscribing or contributing

towards places of instructions and recreation, hospitals, dispensaries, medical and other attendance and

other assistance as the Board shall think fit and to subscribe or contribute or otherwise to assist or to

guarantee money to charitable, benevolent, religious, scientific, national or other institutions or objects

which shall have any moral or other claim to support or aid by the Company either by reason of

locality of operation or the public and general utility or otherwise.

(16) Before recommending any dividend, to set aside, out of the profits of the Company, such sums as they

may think proper for depreciation or the depreciation fund or to an insurance fund or as a reserve fund

or sinking fund or any special or other fund or funds or account or accounts to meet contingencies or to

repay redeemable preference shares, debentures or debenture-stock or for special dividends or for

equalizing dividends for repairing, improving, extending and maintaining any part of the property of

the Company and such other purposes (including the purposes referred to in the preceding Article) as

the Board may, in their absolute discretion think conducive to the interest of the Company and subject

to Section 179 of the Act, to invest the several sums so set aside or so much thereof as required to be

invested, upon such investments (other than share of this Company) as they may think fit and from

time to time to deal with and vary such investments and dispose off and apply and expend all or any

part thereof for the benefit of the Company, in such manner and for such purposes as the Board in their

absolute discretion think conducive to the interest of the Company notwithstanding that the matters to

which the Board apply or upon which they expend the same or any part thereof or upon which the

capital moneys of the Company might rightly be applied or expended and to divide the General

Reserve or Reserve Fund into such special funds as the Board may think fit with full power to transfer

the whole or any portion of a Reserve Fund or division of a Reserve Fund to another Reserve Fund

and/or division of a Reserve Fund and with full power to employ the assets constituting all or any of

the above funds including the depreciation fund in the business of the Company or in purchase or

repayment of redeemable preference shares, debentures or debenture-stock and without being bound to

keep the same separate from the other assets and without being bound to

pay interest on the same with power however to the Board at their discretion to pay

or allow to the credit of such funds interest at such rate as the Board may think proper.

(17) To appoint and at their discretion remove or suspend such general managers, secretaries, assistants,

supervisors, scientists, technicians, engineers, consultants, legal, medical or economic advisers,

research workers, labourers, clerks, agents and servants for permanent, temporary or special services as

they may from time to time think fit and to determine their powers and duties and to fix their salaries

or emoluments or remuneration and acquire security in such instances and to such amounts as they

may think fit and also from time to time provide for the management and transactions of the affairs of

the Company in any specified locality in India or elsewhere in such manner as they think fit.

(18) From time to time and at any time to establish any local Board for managing of the affairs of the

Company in any specified locality in India or elsewhere and to appoint any person to be Members of

such local Board or managers or agencies and to fix their remuneration.

(19) Subject to provisions of the Act, from time to time and at any time, to delegate to any persons so

appointed any of the powers, authorities and discretions for the time being vested in the Board, other

than their powers to make calls or to make loans or borrow moneys and to authorize the Members for

the time being of such local Board or any of them to fill up any vacancies therein and to act

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notwithstanding vacancies and such appointment or delegation may be made on such terms subject to

such conditions as the Board may think fit and the Board may at any time remove any person so

appointed and may annul or vary any such delegation.

(20) At any time and from time to time by power of Attorney under the Seal of the Company, to appoint

any person or persons to be the Attorney or Attorneys of the Company, for such purposes and with

such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board

under these Presents and excluding the power to make calls and excluding also, except in their limits

authorized by the Board, the power to make loans and borrow moneys) and for such period and subject

to such conditions as the Board may from time to time think fit and any such appointments may (if the

Board thinks fit) be made in favour of the Members of any local Board established as aforesaid or in

favour of any Company or the shareholders, Directors, Nominees or Managers of any Company or

firm or otherwise in favour of any fluctuating body of persons whether nominated directly or indirectly

by the Board and any such power of Attorney may contain such powers for the protection of

convenience of persons dealing with such Attorneys as the Board may think fit and may contain

powers enabling any such delegated Attorneys as aforesaid to sub-delegate all or any of the powers,

authorities and discretion for the time being vested in them.

(21) Subject to provisions of the Act, for or in relation to any of the matters aforesaid or otherwise for the

purposes of the Company, to enter into all such negotiations and contracts and rescind and vary all

such contracts and execute and do all such acts, deeds and things in the name and on behalf of the

Company as they may consider expedient.

(22) From time to time make, vary and repeal bye-laws for the regulations of the business of the Company,

its officers and servants.

(23) To purchase or otherwise acquire any lands, buildings, machinery, premises, hereditaments, property,

effects, assets, rights, credits, royalties, business and goodwill of any Joint Stock Company carrying on

the business which the Company is authorised to carry on in any part of India.

(24) To purchase, take on lease for any term or terms of years or otherwise acquire any factories, or any

land or lands, with or without buildings and out-houses thereon, situate in any part of India, at such

price or rent and under and subject to such terms and conditions as the Directors may think fit and in

any such purchase, lease or other acquisition to accept such title as the Directors may believe or may

be advised to be reasonably satisfactory.

(25) To insure and keep insured against loss or damage by fire or otherwise for such period and to such

extent as it may think proper all or any part of the buildings, machinery, goods, stores, produce and

other movable property of the Company, either separately or co-jointly, also to insure all or any portion

of the goods, produce, machinery and other articles imported or exported by the Company and to sell,

assign, surrender or discontinue any policies of assurance effected in pursuance of this power.

(26) To purchase or otherwise acquire or obtain licence for the use of and to sell, exchange or grant licence

for the use of any trade mark, patent, invention or technical know-how.

(27) To sell from time to time any articles, materials, machinery, plants, stores and other articles and things

belonging to the Company as the Board may think proper and to manufacture, prepare and sell waste

and bye-products.

(28) From time to time to extend the business and undertaking of the Company by adding, altering or

enlarging all or any of the buildings, factories, workshops, premises, plant and machinery, for the time

being the property of or in the possession of the Company or by erecting new or additional building

and to expend such sum of money for the purpose aforesaid or any of them as may be thought

necessary or expedient.

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(29) To undertake on behalf of the Company any payment of all rents and the performance of the

covenants, conditions and agreements contained in or reserved by any lease that may be granted or

assigned to or otherwise acquired by the Company and to purchase the reversion or reversions and

otherwise to acquire the free hold sample of all or any of the hands of the Company for the time being

held under lease or for an estate less than free hold estate.

(30) To improve, manage, develop, exchange, lease, sell, resell and repurchase, dispose off, deal or

otherwise turn to account, any property (movable or immovable) or any rights or privileges belonging

to or at the disposal of the Company or in which the Company is interested.

(31) To let, sell or otherwise dispose off, subject to the provisions of Section 180 of the Act and of the other

Articles, any property of the Company, either absolutely to conditionally and in such manner and upon

such terms and conditions in all respects as it thinks fit and to accept payment of satisfaction for the

same in cash or otherwise as it thinks fit.

(32) To comply with the requirements of any local law which the Company is not bound to comply with

but which in their opinion it shall be in the interests of the Company necessary or expedient to

comply with.

(33) From time to time and at any time to establish any Local Board for managing any of the affairs of

the Company in any specified locality in India or elsewhere and to appoint any person to be

Members of any Local Board, or any managers or agents and to fix their remuneration.

(34) Subject to the provisions, of the Act and these Articles, to delegate the powers, authorities and

discretions vested in the Directors to any person, firm, company, or fluctuating body of persons as

aforesaid.

MINUTES

Minutes to be made

179. (1) The Company shall cause minutes of the proceedings of every General Meeting of any class of

shareholders or creditors, and every resolution passed by postal ballot and every meeting of its Board

of Directors or of every committee of the Board, to be prepared and signed in such manner as may be

prescribed and kept within thirty (30) days of the conclusion of every such meeting concerned, or

passing of resolution by postal ballot in books kept for that purpose with their pages consecutively

numbered.

(2) Each page of every such books shall be initialed or signed and the last page of the record of

proceedings of each meeting in such books shall be dated and signed.

(a) in the case of minutes of proceedings of a meeting of Board or of a committee thereof by the

Chairman of the said meeting or the Chairman of the next succeeding meeting.

(b) in the case of proceedings of the General Meeting, by the Chairman of the said meeting within

the aforesaid period of thirty (30) days or in the event of the death or inability of that Chairman,

within that period by a Director duly authorised by the Board for the purpose.

(3) In no case minutes of proceedings of a meeting shall be attached to any such book as aforesaid by

posting or otherwise.

(4) The minutes of each meeting shall contain a fair and correct summary of the proceedings thereof.

(5) All appointments of officers made at any Meetings aforesaid shall be included in the minutes of the

Meeting.

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(6) In the case of a meeting of the Board of Directors or a committee of the Board, the minutes shall

contain :

(a) the names of the Directors present at the meeting :

(b) in the case of each resolution passed at the meeting the names of the Directors, if any, dissenting

from or not concurring in the resolution.

(7) Nothing herein contained shall be deemed to require the inclusion in any such minutes of any matter

which in the opinion of the Chairman of the meeting:

(a) is or could reasonably be regarded as defamatory of any person;

(b) is irrelevant or immaterial to the proceeding; or

(c) is detrimental to the interest of the Company.

The Chairman shall exercise an absolute discretion in regard to the inclusion or non-inclusion of any matter in

the minutes on the ground specified in this sub-article.

(8) The book containing the Minutes of proceedings of General Meetings shall be kept at the office of the

Company and shall be open during business hours, for such periods not being less in the aggregate than two

hours in each day as the Directors determine, to the inspection of any Member without charge.

(9) Hard Copy of any minutes of any General Meeting shall be furnished to a Member upon a request made by

such member. Such a copy shall be furnished to the Member within seven working days after a request is

made by a Member in this behalf and on payment of fees of INR 10/- (Rupees ten only) for each page.

Minutes to be evidence of the proceedings

180. The minutes of proceedings of every General Meeting and of the proceedings of every meeting of the Board

or of every committee kept in accordance with the provisions of Section 118 of the Act shall be evidence of

the proceedings recorded therein.

Presumption of the Meeting convened

181. Where the minutes of the proceedings of any General Meeting of the Company or of any meeting of the

Board or of a Committee of Directors have been kept in accordance with the provisions of Section 118 of the

Act, until the contrary is proved, the meeting shall be deemed to have been duly called and held, all

proceedings thereat to have been duly taken place and in particular all appointments of Directors or

Liquidators made at the meeting shall be deemed to be valid.

THE SECRETARY

The Company Secretary

182. The Directors shall appoint a Whole time Secretary of the Company possessing the prescribed qualification

for such term, at such remuneration and upon such conditions as they may think fit and any secretary so

appointed may be removed by them.

The functions of the company secretary shall include,

(a) to report to the Board about compliance with the provisions of this Act, the

rules made there under and other laws applicable to the company;

(b) to ensure that the company complies with the applicable secretarial standards;

(c) to discharge such other duties as may be prescribed.

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The expression secretarial standards means secretarial standards issued by the Institute of Company

Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 and approved by the

Central Government.

THE SEAL

The Seal, its custody and use

183. (a) The Board of Directors shall provide a Common Seal for the purpose of the Company and shall have

power from time to time to destroy the same and substitute a new seal in lieu thereof and the Board

shall provide for the safe custody of the Seal for the time being, under such regulations as the Board

may prescribe.

(b) The Seal shall not be affixed to any instrument except by the authority of the Board of Directors or a

Committee of the Board authorized by it in that behalf, except in the presence of at least one Director

of the Company or the manager, if any, or of the Secretary or other person duly authorized by the

Board, who shall sign every instrument to which the seal is affixed.

A company whose objects require or comprise transactions of business outside India may have for use

in any territory, district or place not situated in India an official seal, which shall be a facsimile of the

common seal.

DIVIDEND

184. The Company in General Meeting may declare dividends, but no dividend shall exceed the amount

recommended by the Board.

1) Subject to the provisions of Section 123, the Board may from time to time pay to the Members such

interim dividends as appear to it to be justified by the profits of the company.

2) The Board may also carry forward any profits which it may consider necessary not to divide, without

setting them aside as a reserve.

3) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends

shall be declared and paid according to the amounts paid or credited as paid on the shares in respect

whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the company,

dividends may be declared and paid according to the amounts of the shares.

4) Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or

warrant sent through the post directed to the registered address of the holder or, in the case of joint

holders, to the registered address of that one of the joint holders who is first named on the Register of

Members, or to such person and to such address as the holder or joint holders may in writing direct.

Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.

5) No dividend shall bear interest against the company.

Interim Dividend

185. The Board of Directors of a company may declare interim dividend during any financial year out of the

surplus in the profit and loss account and out of profits of the financial year in which such interim dividend is

sought to be declared:

Provided that in case the company has incurred loss during the current financial year up to the end of the

quarter immediately preceding the date of declaration of interim dividend, such interim dividend shall not be

declared at a rate higher than the average dividends declared by the company during the immediately

preceding three financial years.

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The amount of the dividend, including interim dividend, shall be deposited in a scheduled bank in a separate

account within five days from the date of declaration of such

Dividend.

Company may retain dividends

186. The Board of Directors may retain the dividend payable upon shares in respect of which any person is under

the transmission Article entitled to become a Member or which any person under that Article is entitled to

transfer until such person shall become a Member or shall duly transfer the same.

187. Capital paid up in advance at interest not to earn dividend

Where the capital is paid in advance of the calls upon the footing that the same shall carry interest, such

capital shall not, whilst carrying interest, confer a right to dividend or to participate in profits.

Dividends in proportion to amount paid up

188. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the

shares during any portion or portions of the period in respect of which the dividend is paid but if any share is

issued on terms, providing that it shall rank for dividends as from a particular date, such share shall rank for

dividend accordingly.

No Member to receive dividend whilst indebted to the Company

189. No Member shall be entitled to receive payment of any interest or dividend or bonus in respect of his share or

shares, whilst any money may be due or owing from him to the Company in respect of such share or shares

(or otherwise however either alone or jointly with any other person or persons) and the Board of Directors

may deduct from the interest or dividend to any Member, all such sums of money so due from him to the

Company.

Effect of Transfer of shares

190. A transfer of shares shall not pass the right to any dividend declared therein before the registration of the

transfer.

Notice of dividend

191. Notice of the declaration of any dividend whether interim or otherwise shall be given to the registered holder

of share in the manner herein provided.

Dividend Reserves

192. The Directors may, before recommending or declaring any dividend set aside out of the profits of the

Company such sums as they think proper as a reserve or reserves which shall, at the discretion of the

Directors be applicable for meeting contingencies or for any other purpose to which the profits of the

Company may be properly applied and pending such application may, at the like discretion either be

employed in the business of the Company or be invested in such investments in such manner or as may be

permitted (other than shares of the Company) as the Directors may from time to time think fit.

Dividend how remitted

193. The dividend payable in cash may be paid by electronic clearing system (ECS) by Bank, or by cheque or

warrant sent through post direct to registered address of the shareholder entitled to the payment of the

dividend or in case of joint holders, to the registered address of that one of the joint holders which is first

named on the Register of Members or to such person and to such address as the holders or the joint holder

may in writing direct. The Company shall not be liable or responsible for any cheque or warrant or pay slip or

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receipt lost in transit or for any dividend lost to the Member or person entitled thereto by forged endorsement

of any cheque or warrant or forged signature on any pay slip or receipt or the fraudulent recovery of the

dividend by any other means.

Dividend to joint holders

194. Any one of several persons who are registered as joint holders of any share may give effectual receipts for all

dividends or bonus and payments on account of dividends in respect of such shares.

Dividend to be paid within thirty days

195. The Company shall pay the dividend or send the warrant in respect thereof to shareholders entitled to the

payment of dividend, within thirty (30) days from the date of the declaration unless :

(a) Where the dividend could not be paid by reason of the operation of any law.

(b) Where a shareholder has given directions regarding the payment of the dividend and those directions

cannot be complied with.

(c) Where there is a dispute regarding the right to receive the dividend.

(d) Where the dividend has been lawfully adjusted by the Company against any sum due to it from

shareholder; or

(e) Where for any other reason, the failure to pay the dividend or to post the warrant within the period

aforesaid was not due to any default on the part of the Company.

Unclaimed dividend

196. No unpaid/unclaimed dividend shall be forfeited by the Board and the Directors shall

comply with the provisions of Section124 of the Companies Act, 2013, as regard unclaimed dividends.

Dividend Set-off against call

197. Any General Meeting declaring a dividend may on the recommendation of the Directors make a call on the

Members of such amount as the meeting fixes but so that the call on each Member shall not exceed the

dividend payable to him and so that the call be made payable at the same time as the dividend and the

dividend may, if so arranged between the Company and the Members, be set off against the calls.

Dividends in cash

198. No dividend shall be payable except in cash, provided that nothing in this Article shall be deemed to prohibit

the capitalization of the profits or reserves of the Company for the purpose of issuing duly paid up bonus

shares or paying up any amount for the time being unpaid on any shares held by Members of the Company.

Dividend right shares and bonus shares to be held in abeyance

199. Where any instrument of transfer of shares has been delivered to any company for registration and the

transfer of such shares has not been registered by the Company, it shall, notwithstanding any thing contained

in any other provision of this Act :

(a) Transfer the dividend in relation to such shares to the special account referred to in Section 124 unless

the Company is authorized by the registered holder of such share in writing to pay such dividend to the

transferee specified in such instrument of transfer; and

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(b) Keep in abeyance in relation to such shares any offer of right shares under clause (a) of sub-section (1)

of Section 62 and any issue of fully paid-up bonus shares in pursuance of Section 63.

CAPITALISATION

Capitalization

200. (1) The Company, in General Meeting, may resolve that any moneys, investments or other assets forming

part of the undivided profits of the Company standing to the credit of the Reserve Fund, or any Capital

Redemption Reserve Account, or in the hands of the Company and available for dividend or representing

premium received on the issue of shares and standing to the credit of the Share Premium Account be

capitalized and distributed amongst such of the shareholders as would be entitled to receive the same, if

distributed by way of dividend and in the same proportions on the footing that they become entitled thereto as

capital and that all or any part of such capitalized fund be applied on behalf of such shareholders in paying up

in full either at par of at such premium as the resolution may provide, any unissued shares or debentures of

the Company which shall be distributed accordingly or in or towards payment of the uncalled liability on any

issued shares of debentures and that such distribution or payment shall be accepted by such shareholders in

full satisfaction of their interest in the said capitalized sum, provided that a Share Premium Account and a

Capital Redemption Reserve Account may, for the purposes of this Article only be applied in the paying of

any unissued shares to be issued to Members of the Company as fully paid bonus shares.

(2) A General Meeting may resolve that any surplus moneys arising from the realization of any capital

assets of the Company, or in investments representing the same, or any other undistributed profit of the

Company not subject to charge for income tax be distributed among the Members on the footing that

they receive the same as capital.

(3) For the purpose of giving effect to any resolution under the preceding paragraphs of this Article, the

Board may settle any difficulty which may arise in regard to the distribution as it thinks expedient and

in particular may issue fractional certificates, and may fix the value for distribution of any specific

assets, and may determine that such cash payments shall be made to any members upon the footing of

the value so fixed or that fraction of less value than Rs. 10/- may be disregarded in order to adjust the

rights of all parties, and may vest any such cash or specific assets in trustees upon such trusts for the

persons entitled to the dividend or capitalized fund as may seem expedient to the Board. Where

requisite a proper contract shall be delivered to the

Registrar for registration in accordance with Section 39 of the Act, and the Board may appoint any

person to sign such contract on behalf of the persons entitled to the dividend or capitalized fund, and

such appointment shall be effective.

Fractional certificates

201. (1) Whenever such a resolution as aforesaid shall have been passed, the Board shall

(a) make all appropriations and applications of the undivided profits resolved to be capitalised

thereby and all allotments and issues of fully paid shares and

(b) generally do all acts and things required to give effect thereto

(2) The Board shall have full power:

(a) to make such provision, by the issue of fractional cash certificate or by payment in cash or

otherwise as it think fit, in the case of shares becoming distributable in fractions, also

(b) to authorise any person to enter, on behalf of all the Members entitled thereto, into an agreement

with the Company providing for the allotment to them respectively credited as fully paid up, of

any further shares to which they may be entitled upon such capitalisation or (as the case may

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require) for the payment by the Company on their behalf, by the application thereof of either

respective proportions of the profits resolved to be capitalised of the amounts remaining unpaid

on their existing shares.

(3) Any agreement made under such authority shall be effective and binding on all such Members.

(4) That for the purpose of giving effect to any resolution, under the proceeding paragraph of this Article,

the Directors may give such directions as may be necessary and settle any question of difficulties that

may arise in regard to any issue including distribution of new equity shares and fractional certificates

as they think fit.

ACCOUNTS

Books of accounts to be kept

202. (1) The Company shall prepare and keep at its registered office proper books of account as would give a

true and fair view of the state of affairs of the including that of its branch office or offices, if any, and explain

the transactions effected both at the registered office and its branches and such books shall be kept on accrual

basis and according to the double entry system of accounting:

(a) all sums of money received and expended by the Company and the matters in respect of which

the receipt and expenditure take place;

(b) all sales and purchases of goods by the Company;

(c) the assets and liabilities of the Company.

Provided further that the company may keep such books of account or other relevant papers in

electronic mode in such manner as may be prescribed.

Where the Board decides to keep all or any of the books of account at any place other than the

registered office of the Company, the Company shall, within seven (7) days of the decision file with

the Registrar a notice in writing giving the full address of that other place.

(2) Where the Company has a branch office, whether in or outside India, the Company shall be deemed to

have complied with this Article if proper books of account relating to the transactions effected at the

branch office are kept at that branch office and proper summarized returns are sent by the branch office

to the Company at its registered office or other place in India, at which the Company’s books of

accounts are kept as aforesaid..

The books of account and other books and papers maintained by the company within India shall be

open for inspection at the registered office of the company or at such other place in India by any

director during business hours, and in the case of financial information, if any, maintained outside the

country, copies of such financial information shall be maintained and produced for inspection by any

director subject to such conditions as may be prescribed.The inspection in respect of any subsidiary of

the company shall be done only by the person authorized in this behalf by a resolution of the Board of

Directors.

Statements of Consolidated Accounts to be furnished to General Meeting

203. The Board of Directors shall, from time to time, in accordance with Sections 128, 129 and 134 of the Act,

cause to be prepared and laid before the Company in General Meeting, consolidated accounts including a

Profit and Loss Account for the financial year of the Company and a Balance Sheet made up as at the end of

the financial year which shall be a date which shall not precede the day of the meeting by more than six (6)

months or such extended period as shall have been granted by the Registrar under the provisions of the Act.

Subject to the provisions of Section 131, with the prior approval of Tribunal, the Directors shall, if they

consider it to be necessary and in the interest of the Company, be entitled to amend the Audited Accounts of

the Company and their Report of any financial year which have been laid before the Company in General

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Meeting. The amendments to the Accounts and such Report effected by the Directors in pursuance of this

Article shall be placed before the Members in General Meeting for their consideration and approval.

Inspection by Members

204. (a) The Directors shall, from time to time, determine whether and to what extent and at what time and

places and under what conditions or regulations the accounts and books of the Company or any of them shall

be open to the inspection of Member not being Directors.

(b) No Member (not being a Director) shall have any right of inspecting any account books or documents

of the Company except as allowed by law or authorized by the Board or by the Company in General

Meeting.

However, hard copy of the accounts book or documents of the Company shall be furnished to a

Member upon a request made by such member. Such a copy shall be furnished within seven working

days after a request is made by a Member in this behalf and on payment of fees of INR 10/- (Rupees

ten only) for each page to be provided.

Right of Member to copies of Balance Sheet and Auditors’ Report

205. Subject to the provisions of Section 136 of the Act, a copy of every such Statement of Profit and Loss,

Balance Sheet and Cash Flow Statement (including the Auditors’Report and every other document required

by law to be annexed or attached to the balance sheet) shall at least 21 days before the meeting at which the

same are to be laid before the members, be sent to the members of the company, to every trustee for the

holders of any debentures issued by the company, whether such member, or trustee is or is not entitled to

have notices of General Meetings of the Company sent to him, and to all persons other than such Members or

trustees, being persons so entitled.

AUDIT

Accounts to be audited

206. Once at least in every year, the accounts of the Company shall be examined, balanced and audited and the

correctness of the Profit and Loss Account and Balance Sheet ascertained by one or more Auditor or

Auditors.

Appointment of Auditors

207. Auditors shall be appointed and their qualifications, rights and duties regulated in accordance with Sections

139 to 147 of the Act.

Account when audited and approved to be conclusive except as to errors discovered within three (3)

months

208. Every account when audited and approved by a General Meeting shall be conclusive except as regards any

errors discovered therein within three (3) months next after the approval thereof. Whenever any such error is

discovered within that period, the account shall be corrected and henceforth shall be conclusive.

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DOCUMENTS AND NOTICES

To whom documents or notices must be given

209. Documents or notices of every General Meeting shall be served or given in same manner hereinbefore

authorised on or to (a) every Member, (b) every person entitled to a share in consequence of the death or

insolvency of a Member, (c) the Auditor or Auditors for the time being of the Company, and (d) Directors of

the Company.

Manner or service of documents or notice on Members

210. A document or notice may be served or given by the Company on any Member either personally or by

sending it by post or by registered post or by speed post or by courier or by delivering at his office or address,

or by such electronic or other mode as may be prescribed.

When notices of documents served on Members

211. Where a document or notice is sent by post, service of the document or notice shall be deemed to be effected

by properly addressing, preparing and posting a letter containing the document or notice, provided, that

where a Member has intimated to the Company in advance that documents or notices should be sent to him

under a certificate of posting or by registered post with or without acknowledgment due and has deposited

with the Company a sum sufficient to defray the expenses of doing so, service of the document or notice shall

not be deemed to be effected unless it is sent in the manner intimated by the Member and such service shall

be deemed to be effected unless it is sent in the manner intimated by the member and such service shall be

deemed to have been effected in the case of a Notice of a meeting at the expiration of forty eight hours (48)

after the letter containing the document or notice is posted and in any other cases, at the time at which the

letter would be delivered in the ordinary course of post.

Service of Notice by Advertisement

212. A document or notice advertised in a newspaper circulating in the neighbourhood of the office shall be

deemed to be duly served or sent on the day on which the advertisement appears on to every Member who

has no registered address in India and has not supplied to the Company an address within India for the

serving of documents on or the sending of notices to him.

Service of Notice to Joint Holders

213. A document or notice may be served or given by the Company on or to the joint-holders of a share by serving

or giving the document or notice on or to the joint-holder named first in the Register of Members in respect

of the share.

To whom documents or notices must be given

214. Documents or notices of every General Meeting shall be served or given in same manner hereinbefore

authorised on or to (a) every Member, (b) every person entitled to a share in consequence of the death or

insolvency of a Member, (c) the Auditor or Auditors for the time being of the Company, and (d) Directors of

the Company.

Members bound by documents or notices served on or given to previous holder

215. Every person, who by operation of law, transfer or other means whatsoever, shall become entitled to any

share be bounded by every document or notice in respect of such share, which prior to his name and address

being entered on the Register of Members, shall have been duly served on or given to the person from whom

he derived his title to such share.

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Service of documents

216. A document may be served on a company or an officer thereof by sending it to the company or the officer at

the registered office of the company by registered post or byspeed post or by courier service or by leaving it

at its registered office or by means of such electronic or other mode as may be prescribed:

Where securities are held in a depository, the records of the beneficial ownership may be served by such

Depository on the Company by means of electronic mode or by delivery of floppies or disks.

Authentication of documents and proceedings

217. Save as otherwise expressly provided in the Act, a document or proceedings requiring authentication by the

Company may be signed by a Director, the Managing Director or the Secretary or other authorised officer of

the Company and need not be under the Common Seal of the Company.

REGISTER AND DOCUMENTS

Registers and documents to be maintained by the Company

218. A document may be served on the Company or an officer thereof by sending it to the Company or officer at

the registered office of the Company, by post under certificate of posting or by Registered post or by leaving

it at its Registered Office. The Company shall keep and maintain Registers, Books and Documents required

by the Act or these Articles, including the following :

1. Register of Members

2. Register of Debenture Holders

3. Register of other Security Holders

4. Register of securities/ shares bought back

5. Register of Charges

6. Register of Directors, Key Managerial Personnel

7. Register of loans, investments, guarantees and securities

8. Register of Investments not held by the Company in its own name.

9. Register of contracts, arrangements in which the directors are interested.

10. Books of Accounts

11. All returns and forms filed with the Registrar of Companies

12. Such other statutory registers as may be prescribed under the relevant and applicable provisions of the

Act.

Inspection of Registers

219. The Register of Debenture Holders and Security Holders mentioned in the last preceding Article and the

minutes of all proceedings of General Meetings shall be open to inspection and extracts may be taken there

from and copies thereof may be required by any Member of the Company in the same manner, to the same

extent and on payment of the same fees as in case of the Register of Members of the Company provided for

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in sub-article (c) thereof. Copies of entries in the Registers mentioned in the last preceding Article shall be

furnished to the persons entitled to the same on such days and during such business hours as may be

consistent with the provisions of the Act in that behalf as determined by the Company in General Meeting.

Such a copy shall be furnished to the Member within seven working days after a request is made by a

Member in this behalf and on payment of fees of INR 10/- (Rupees ten only) for each page

WINDING UP - RECONSTRUCTION

Distribution of Assets

220. If the Company shall be wound up and the assets available for distribution among the Members as such shall

be insufficient to repay the whole of the paid up capital, such assets shall be distributed so that as nearly as

may be the losses shall be borne by the Members in the proportion to the capital paid up or which ought to

have been paid up at the commencement of winding up on the shares held by them respectively and if in the

winding up, the assets available for distribution among the Members shall be more than sufficient to repay

the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed

amongst Members in proportion to the capital at the commencement of the winding up, paid up or which

ought to have been paid up on the shares held by them respectively. But this Article is to be without prejudice

to the rights of the holders of shares issued upon special terms and conditions.

Distribution of specie or in kind

221. (a) If the Company shall be wound up, whether voluntarily or otherwise, the liquidator may, with the

sanction of a Special Resolution, divide amongst the contributories in specie or kind, any part of the assets of

the Company and may with the like

sanction vest any part of the assets of the Company in Trustees upon such trusts for the benefit of the

contributories or any of them as the Liquidator, with the like sanction, shall think fit.

(b) If thought expedient any such division may subject to the provisions of the Act be otherwise than in

accordance with the legal rights of the contributories (except where

unalterably fixed by the Memorandum of Association) and in particular any class may be given

preferential or special rights or may be excluded altogether or in part but in case any division otherwise

than in accordance with the legal rights of the contributories, shall be determined on any contributory

who would be prejudicial thereby shall have a right to dissent and ancillary rights as if such

determination were a special resolution passed pursuant to Section 319 of the Act.

(c) In case any shares to be divided as aforesaid involve a liability to calls or otherwise, any person

entitled under such division to any of the said shares may within ten (10) days after the passing of the

special resolution by notice in writing direct the liquidator to sell his proportion and pay him the net

proceeds and the liquidator shall, if practicable, act accordingly.

Right of shareholders in case of sale

222. A special resolution sanctioning a sale to any other company duly passed pursuant to Section 319 of the Act

may, subject to the provisions of the Act, in like manner as aforesaid determine that any shares or other

consideration receivable by the Liquidator be distributed against the Members otherwise than in accordance

with their existing rights and any such determination shall be binding upon all the Members subject to the

rights of dissent and consequential right conferred by the said sanction.

Indemnity and responsibility

Directors and others’ right to indemnity

223. Subject to the provisions of the Act, every Director, key managerial persons or officer or servant of the

Company or any person (whether an officer of the Company or not) employed by the Company as auditor,

shall be indemnified by the Company against and it shall be the duty of the Directors out of the funds of the

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Company, to pay all costs, charges, losses and damages which any such person may incur or become liable to

by reason of any contract entered into or any act, deed, matter or thing done, concurred in or omitted to be

done by him in any way in or about the execution or discharge of his duties or supposed duties (except such,

if any, as he shall incur or sustain through or by his own wrongful act, neglect or default) including expenses

and in particular and so as not to limit the generality of the foregoing provisions against all liabilities incurred

by him as such Director, Officer or Auditor or other Officer of the Company in defending any proceedings

whether civil or criminal in which judgment is given in his favour or in which he is acquitted or in connection

with any application under Section 463 of the Act in which relief is granted to him by the Court.

Director, Officer not responsible for acts of others

224. Subject to the provisions of the Act, no Director, Auditor or other Officer of the Company shall be liable for

the acts, receipts, neglects or defaults of any other Director or Officer or for joining in any receipt or other act

for conformity or for any loss or expenses happening to the Company through the insufficiency or deficiency

of title to any property acquired by order of the Directors for or on behalf of the Company or for the

insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be

invested or for any loss or damages arising from the insolvency or tortuous act of any person, firm or

company to or with whom any moneys, securities or effects shall be entrusted or deposited or any loss

occasioned by any error of judgment, omission, default or oversight on his part or for any other loss, damage

or misfortune whatever shall happen in relation to execution of the duties of his office or in relation thereto

unless the same shall happen through his own dishonesty.

SECRECY CLAUSE

Secrecy Clause

225. Every Director, Manager, Auditor, Treasurer, Trustee, Member of a Committee, Officer, servant, Agent,

Accountant or other person employed in the business of the Company shall, if so required by the Director,

before entering upon his duties, sign a declaration pledging himself to observe a strict secrecy respecting all

transactions and affairs of the Company with the customers and the state of the accounts with individuals and

in matter thereto and shall, by such declaration pledge himself not to reveal any of the matters which may

come to his knowledge in the discharge of his duties, except when required to do so by the Directors or by

law or by the designated Stock Exchange or by the person to whom such matters relate and except so far as

may be necessary in order to comply with any of the provisions in these Presents contained.

No member to enter the premises of the Company without permission

226. No Member or other person (not being a Director) shall be entitled to visit or inspect any property or premises

of the Company without the permission of the Board of Directors or Managing Director or to inquire

discovery of or any information respecting any details of the company's trading or any matter which is or

may be in the nature of the trade secret, mystery of trade, secret process or any other matter which relate to

the conduct of the business of the Company and which in the opinion of the Directors, it would be

inexpedient in the interest of the Company to disclose.

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SECTION IX – OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection at the registered office of our Company on any

working day (i.e. Monday to Friday and not being a bank holiday in Gujarat) between 10:00 AM and 2:00 PM for a

period of seven days from the date of filing of this Information Memorandum with the Stock Exchanges.

Copies of the below mentioned contracts and also the documents for inspection referred to hereunder, will be

available on the website of our Company at www.meghmani.com for a period of seven Working Days from the date

of filing of this Information Memorandum with the Stock Exchanges.

Documents for Inspection

1. Tripartite Agreement dated March 4, 2020 with NSDL, Registrar and Transfer Agent and our Company;

2. Tripartite Agreement dated March 5, 2021 with CDSL, Registrar and Transfer Agent and our Company;

3. Registrar and Transfer Agent agreement dated May 31, 2021 entered into among our Company and the

Registrar and Transfer Agent to the Company;

4. Memorandum and Articles of Association of the Company, as amended till date;

5. Certificate of Incorporation of our Company dated October15, 2019;

6. Certificate of incorporation consequent upon change of name dated August 03, 2021;

7. Board Resolution dated May 5, 2021 for appointment of Managing Directors, Executive Directors and CEO;

8. Statement of possible special tax benefits dated June 8, 2021, issued by C N K Khandwala & Associates,

Chartered Accountants;

9. NCLT order dated May 03, 2021 (certified true copy of the order was received on May 05, 2021) approving the

Scheme;

10. Letters issued by NSE and BSE under Regulation 37 of the SEBI Listing Regulations, bearing reference no.and

no. NSE/LIST/23238_III dated September 04, 2020 and DCS/AMAL/BA/R37/1779/2020-21 dated September

04, 2020 respectively, approving the Scheme;

11. Letter issued by SEBI (bearing reference no. SEBI/HO/CFD/DIL-1/P/OW/2021/0000017292/1) dated July 30,

2021, granting relaxation from Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957 as per the

SEBI Master Circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020 for the purpose of

listing of the Equity Shares;

12. NSE letter no. NSE/LIST/63 dated June 29, 2021 granting in-principle approval for listing of Equity Shares;

13. BSE letter no. DCS/AMAL/MJ/IP/2017/2021-22 dated August 2, 2021 granting in-principle approval for listing

of Equity Shares;

Any of the contracts or documents mentioned in this Information Memorandum may be amended or modified at any

time if so required in the interest of the Company or if required by the other parties, without reference to the

shareholders subject to compliance with the provisions contained in the Companies Act and other relevant statutes.


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DECLARATION

All relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued by the Government of

India or the guidelines/regulations issued by the SEBI, established under section 3 of the Securities and Exchange

Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Information

Memorandum is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act,

1956, and the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations issued

there under, as the case may be. We further certify that all statements made in this Information Memorandum are

true and correct.

For and on behalf of the Board of Directors of

Meghmani Organics Limited

(Formerly known as Meghmani Organochem Limited)

Sd/-

[Jayantibhai Meghjibhai Patel]

[Executive Chairman]

Sd/-

[Ashishbhai Natawarlal Soparkar]

[Managing Director]

Date: August 03, 2021

Place: Ahmedabad

MEGHMANI ORGANICS LIMITED

Documents

Transcript of MEGHMANI ORGANICS LIMITED