Sterile API Pvt Ltd Meeting of Un-Secured Creditors of

Sterile API Pvt Ltd

[CIN: U 17121 DL 2007 PTC 168198]

Registered Office: 1705, 4th Floor, Onkar Bhawan, Bhagirath Palace,

Chandni Chowk, Delh-110 006 E-mail: [email protected]

Meeting of Un-Secured Creditors of Sterile API Pvt Ltd scheduled to be held under the supervision of the Hon'ble National Company Law

Tribunal

Day Saturday

Date 28th April, 2018

Time 10.30 A.M.

Venue Hotel City Park, KP Block, Gopal Mandir Road, Pitampura, New Delhi-

110 088

List of Documents

Sl. No.

Contents

1. Notice of Meeting of Un-Secured Creditors of Sterile API Pvt Ltd

2. Explanatory Statement under sections 230 & 232 of the Companies Act, 2013 and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and other applicable provisions, if any

3. Scheme of Amalgamation of Sterile API Pvt Ltd, Bluestar Dealers Pvt

Ltd, Sach Technology Pvt Ltd and Avenue Gems & Jewels Pvt Ltd with Sterile India Pvt Ltd, under sections 230 & 232 of the Companies Act, 2013, and other applicable provisions, if any

4. Copy of the Report on Valuation of Shares & Share Exchange Ratio of M/s Soni Chatrath & Co., Chartered Accountants

5. A copy each of the un-audited Financial Statements (provisional) of the Transferor Companies and the Transferee Company for the period

ended 31st July, 2017 and 31st December, 2017

6. Proxy Form

7. Attendance Slip

Sd/-

NPS Chawla, Advocate Chairperson for the meeting of

Un-Secured Creditors of Sterile API Pvt Ltd

mailto:[email protected]

Through

Place: New Delhi Date: 21st March, 2018

Sd/- Rajeev K Goel, Advocate

For Rajeev Goel & Associates

Counsel for the Applicants 785, Pocket-E, Mayur Vihar II

NH-24, Delhi 110 091 Mobile: 93124 09354

e-mail: [email protected]


BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

NEW DELHI BENCH, NEW DELHI

(ORIGINAL JURISDICTION)

COMPANY APPLICATION NO. CA (CAA) 22 (ND) OF 2018

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

SECTIONS 230 & 232

AND

IN THE MATTER OF SCHEME OF AMALGAMATION

AND

IN THE MATTER OF

STERILE API PVT LTD APPLICANT/ TRANSFEROR COMPANY NO. 1

BLUESTAR DEALERS PVT LTD

APPLICANT/ TRANSFEROR COMPANY NO. 2

SACH TECHNOLOGY PVT LTD


AVENUE GEMS & JEWELS PVT LTD APPLICANT/ TRANSFEROR COMPANY NO. 4

AND

STERILE INDIA PVT LTD APPLICANT/TRANSFEREE COMPANY

NOTICE CONVENING MEETING

To The Un-secured Creditors of

Sterile API Pvt Ltd

Take Notice that the Hon'ble National Company Law Tribunal, New Delhi Bench, New Delhi vide its Order dated 13th March, 2018, inter alia, directed for convening of a meeting of Un-secured Creditors of Sterile API Pvt Ltd (the

Transferor Company No. 1) for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of

Amalgamation of Sterile API Pvt Ltd, Bluestar Dealers Pvt Ltd, Sach Technology Pvt Ltd and Avenue Gems & Jewels Pvt Ltd with Sterile India Pvt Ltd. In the said meeting the following Special Business will be transacted.

To consider and, if thought fit, to pass, with or without modification(s), the following resolution with specific majority as provided under sections 230 & 232

of the Companies Act, 2013, and other applicable provisions, if any:

“Resolved that pursuant to the provisions of sections 230 & 232 of the

Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the National Company Law Tribunal Rules,

2016, and other applicable provisions, if any, and subject to the approval of the Hon'ble National Company Law Tribunal, New Delhi Bench, New Delhi and other competent authorities, if any, the proposed Amalgamation of Sterile

API Pvt Ltd, Bluestar Dealers Pvt Ltd, Sach Technology Pvt Ltd and Avenue Gems & Jewels Pvt Ltd (the Transferor Companies No. 1 to 4, respectively)

with Sterile India Pvt Ltd (the Transferee Company) be and is hereby approved.

Resolved further that the Report on Valuation of Shares & Share Exchange Ratio of the independent valuer-M/s Soni Chatrath & Co., Chartered

Accountants, New Delhi, as placed before the meeting, be and is hereby received, considered and taken on record. The share exchange ratio as recommended by the independent valuer for the proposed amalgamation,

being fair and reasonable to the Shareholders of all the Companies, be and is hereby considered, accepted and approved.

Resolved further that the salient features/terms and conditions of the amalgamation as set out in the draft Scheme of Amalgamation placed before

the meeting, which, inter-alia, include the following:

i. All assets and liabilities including Income Tax and all other statutory liabilities, if any, of the Transferor Companies will be transferred to and

vest in the Transferee Company.

ii. All the employees of the Transferor Companies in service on the Effective

Date, if any, shall become the employees of the Transferee Company on and from such date without any break or interruption in service and upon

terms and conditions not less favorable than those subsisting in the concerned Transferor Company on the said date.

iii. Appointed Date for Amalgamation will be 1st April, 2017, or such other date, as the Hon'ble National Company Law Tribunal or any other

competent authority may approve.

iv. Share Exchange Ratio for the Scheme will be as follows:

a. The Transferee Company will issue 1 (one) Equity Share of ₹100

each, credited as fully paid up, for every 27 (twenty-seven) Equity Shares of ₹10 each held in the Transferor Company No. 1-Sterile API

Pvt Ltd.

b. The Transferee Company will issue 5 (five) Equity Shares of ₹100

each, credited as fully paid up, for every 4 (four) Equity Shares of ₹10 each held in the Transferor Company No. 2-Bluestar Dealers Pvt

Ltd.

c. The Transferee Company will issue 1 (one) Equity Share of ₹100

each, credited as fully paid up, for every 72 (seventy-two) Equity Shares of ₹10 each held in the Transferor Company No. 3-Sach

Technology Pvt Ltd.

d. The Transferee Company will issue 1 (one) Equity Share of ₹100

each, credited as fully paid up, for every 104 (one hundred four) Equity Shares of ₹10 each held in the Transferor Company No. 4-

Avenue Gems & Jewels Pvt Ltd.

be and are hereby approved in specific.

Resolved further that subject to the approval of the Hon'ble National Company Law Tribunal and other competent authorities, if any, the Scheme of Amalgamation of Sterile API Pvt Ltd, Bluestar Dealers Pvt Ltd, Sach

Technology Pvt Ltd and Avenue Gems & Jewels Pvt Ltd with Sterile India Pvt Ltd, as placed in the meeting, be and is hereby approved.

Resolved further that the Board of Directors of the Company be and is hereby authorized to agree to such conditions or modifications (including the

Share Exchange Ratio and the Appointed Date) that may be imposed, required or suggested by the Hon'ble National Company Law Tribunal, New

Delhi Bench, New Delhi or any other authorities or that may otherwise be deemed fit or proper by the Board and to do all other acts, deeds or things which may be ancillary or incidental to the above mentioned matter or which

may otherwise be required for the aforesaid Scheme of Amalgamation.”

Take Further Notice that in pursuance of the said order, a meeting of the Un-secured Creditors of Sterile API Pvt Ltd is scheduled to be held on Saturday, 28th April, 2018, at 10.30 a.m. at Hotel City Park, KP Block,

Gopal Mandir Road, Pitampura, New Delhi-110 088, when you are requested to attend.

Take Further Notice that you may attend and vote at the said meeting in person or by proxy, provided that a proxy in the prescribed form, duly signed

by you, is deposited at the registered office of the Company as mentioned above not later than 48 hours before the time fixed for the meeting.

The Hon’ble Tribunal has appointed Mr NPS Chawla, Advocate, as the Chairperson, failing him Mr Kunal Sachdeva, Advocate, as the Alternate

Chairperson and Ms Reema Jain, Company Secretary in practice, as the Scrutinizer of the aforesaid meeting.

A copy each of the Explanatory Statement [under sections 230 & 232 of the Companies Act, 2013 and the Companies (Compromises, Arrangements and

Amalgamations) Rules, 2016, and other applicable provisions, if any], the proposed Scheme of Amalgamation, Form of Proxy, Attendance Slip and other

documents, if any, are enclosed.

The proposed Scheme of Amalgamation, if approved in the respective meetings of the Un-secured Creditors of Sterile API Pvt Ltd and Sterile India Pvt Ltd, will

be subject to the subsequent approval of the Hon’ble National Company Law Tribunal, New Delhi Bench, New Delhi.

Dated this 21st day of March, 2018

Sd/- NPS Chawla, Advocate

Chairperson for the meeting of Un-Secured Creditors of Sterile API Pvt Ltd

Through Sd/-

Rajeev K Goel, Advocate For Rajeev Goel & Associates

Counsel for the Applicants 785, Pocket-E, Mayur Vihar II

NH-24, Delhi 110 091

Mobile: 93124 09354 e-mail: [email protected]

Notes:

1. Only Un-secured Creditors of the Company may attend and vote (either in person or by proxy or by authorised representative as per Section 113 of

the Companies Act, 2013) at the meeting of Un-secured Creditors. The authorised representative of a body corporate which is an Un-secured Creditor of the Applicant Company may attend and vote at the Un-secured

Creditors’ meeting, provided a certified true copy of the resolution of the Board of Directors or other governing body of the body corporate is

deposited at the registered office of the Company not later than 48 hours before the time fixed for convening the meeting authorising such representative to attend and vote at the meeting.

2. An Un-secured Creditor of the Company, entitled to attend and vote at the

meeting, is entitled to appoint a proxy to attend and vote instead of himself and such proxy need not be a member/creditor of the Applicant Company. The Form of Proxy duly completed and signed should, however, be

deposited at the Registered Office of the Company not later than 48 hours before the time fixed for convening the meeting.

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

4. All the persons attending the meeting are requested to hand over the

enclosed Attendance Slip, duly signed, for admission to the meeting hall.

5. All the persons attending the meeting are advised to bring original photo

identity proof for verification.


6. Notice of the meeting, Explanatory Statement, Proxy Form, Attendance Slip and other documents are also being placed on the website of the

Company: www.sterileindia.com. Encl.: As above






SECTIONS 230 & 232

AND


AND

IN THE MATTER OF







AND


Explanatory Statement

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

1. Pursuant to the Order dated 13th March, 2018, passed by the Hon'ble

National Company Law Tribunal, New Delhi Bench, New Delhi, in the above referred joint Company Application, separate meetings of Un-secured Creditors of Sterile API Pvt Ltd (the Transferor Company No. 1)

and Sterile India Pvt Ltd (the Transferee Company) are scheduled to be convened on Saturday, 28th April, 2018, at 10.30 a.m. and 11.30

a.m., respectively, at Hotel City Park, KP Block, Gopal Mandir Road, Pitampura, New Delhi-110 088, for the purpose of considering and, if thought fit, approving, with or without modifications, the

proposed Scheme of Amalgamation of Sterile API Pvt Ltd, Bluestar Dealers Pvt Ltd, Sach Technology Pvt Ltd and Avenue Gems & Jewels

Pvt Ltd with Sterile India Pvt Ltd (hereinafter referred to as “this Scheme/the Scheme”).

2. A copy of the Scheme of Amalgamation setting out the terms and conditions of the proposed amalgamation, inter alia, providing for

Amalgamation of Sterile API Pvt Ltd, Bluestar Dealers Pvt Ltd, Sach Technology Pvt Ltd and Avenue Gems & Jewels Pvt Ltd with Sterile India Pvt Ltd; and other connected matters, is enclosed with this Explanatory

Statement.

3. Companies to the Scheme and their Background

3.1 The Applicant No. 1/the Transferor Company No. 1- Sterile API

Pvt Ltd:

a. The Transferor Company No. 1- Sterile API Pvt Ltd [Corporate Identification No. (CIN): U 17121 DL 2007 PTC 168198; Income Tax Permanent Account No. (PAN): AAOC S 4612 H] (hereinafter

referred to as “the Transferor Company No. 1/the Company”) was originally incorporated under the provisions of the

Companies Act, 1956, as a private limited company with the name and Style as ‘Shree Radhey Krishna Spinners Pvt Ltd’ vide Certificate of Incorporation dated 14th September, 2007 issued

by the Registrar of Companies, NCT of Delhi and Haryana, New Delhi. The name of the Company was changed to ‘Jubilant

Organics Pvt Ltd’ vide Fresh Certificate of Incorporation dated 22nd December, 2014 issued by the Registrar of Companies, New

Delhi. Subsequently, the name of the Company was changed to its present name ‘Sterile API Pvt Ltd’ vide Fresh Certificate of Incorporation dated 12th December, 2015 issued by the

Registrar of Companies, New Delhi.

b. Presently, the Registered Office of the Transferor Company No. 1 is situated at 1705, 4th Floor, Onkar Bhawan, Bhagirath Palace, Chandni Chowk, Delh-110 006; e-mail id: [email protected].

c. The detailed objects of the Transferor Company No. 1 are set

out in the Memorandum of Association and are briefly stated as below:

Main Objects:

1. To carry on the business of chemist, import, export, manufacturers and trading, including direct marketing, in drugs/pharmaceutical Organic & inorganic Compounds &

its derivatives of every nature like Ayurvedic, Unani, Homeopathic, Bio-chemic, Allopathic, pharmaceutical

preparations, medical equipments/ gadgets/ accessories and ancillaries and instruments, surgical/ scientific


apparatus and materials or all requisites for hospitals patients and Carbon & water for injection.

2. To manufacture, formulate, process, develop, refine,

import, export, wholesale and/or retail trade all kinds of

pharmaceuticals, antibiotics, drugs, medicines, biological, neutraceuticals, healthcare, ayurvedic and dietary

supplement products, medicinal\ preparations, vaccines, chemicals, chemical products, dry salters, mineral waters, wines, cordials, liquors, soups, broths and other

restoratives or foods and also to deal in medicinal goods such as surgical instruments, contraceptives,

photographic goods, oils, perfumes, cosmetics, patent medicines, soaps, artificial limbs, hospital requisites, proprietary medicines, veterinary medicines and tinctures

extracts and to carry on the business of vialling, bottling, repacking, processing of tablets, capsules, syrups,

injections, ointments, etc. and also to carry on the business of chemists, druggists, buyers, sellers, agents, distributors and stockiest of all kinds of pharmaceuticals

and Solvents, acid & different chemicals & gases and Allied Products.

3. To carry on in India or abroad business of importers,

merchants, general order suppliers, commission agents,

representatives, distributors, royalty owner, contractors, auctioneers, indent agents, passage agents, factors,

organizers, concessionaries, sale agents, sub agents in connection with the business as referred to in sub-clause

(1) above.

4. To promote, undertake and assist, planning, organization,

development, establishment, evaluation, maintenance, running and management of hospitals and healthcare

facilities, including dispensaries, neighborhood centers, ambulatory therapeutic and diagnostic clinics, acute care and referral hospitals, at primary, secondary and territory

levels for the practice of high quality medicine and for development and implementation of health and medical

care programmes for promotion and preservation of health and prevention, detection, diagnosis, treatment and rehabilitation of disease and disability in human

beings.

5. To enter into joint venture, partnerships or any diagnostic centre, healthcare and pharmaceuticals production, anti-tuberculosis medicine, production research and

production activities in India or abroad and engaged in wholesale, retail trade of medicines opening of drug

stores/chemist and realization of export/import transaction.

6. Processing of by-products of pharmaceutical Ingredients, distillation of solvents, processing of Acid & Chemicals,

(Research & Development of Pharmaceutical organic & inorganic compounds & its derivatives. Packing of LVP & SVP. Manufacturing of gelatin Capsule (soft & hard).

d. The Transferor Company No. 1 engaged in pharmaceutical

business, manufacturing of injectable sterile API and other related activities.

e. The present Authorised Share Capital of the Transferor Company No. 1 is ₹6,28,82,000 divided into 31,88,200 Equity Shares of

₹10 each aggregating to ₹3,18,82,000; and 3,10,000 Preference Shares of ₹100 each aggregating to ₹3,10,00,000. The present

Issued, Subscribed and Paid-up Share Capital of the Company is ₹3,18,81,800 divided into 31,88,180 Equity Shares of ₹10 each.

f. Detail of the present Board of Directors of the Transferor

Company No. 1 is given below:

Sl. No.

Name & Address DIN Designation

1. Mr Sanjeev Goel

78/12, Jain Sthanak, Ganaur Mandi, Sonipat-131

001, Haryana

00370189 Director

2. Mr Nalesh Gupta

187-A, Rishi Nagar, Rani Bagh, Delhi -110 034

05154036 Director

3.2 The Applicant No. 2/the Transferor Company No. 2- Bluestar Dealers Pvt Ltd:

a. The Transferor Company No. 2- Bluestar Dealers Pvt Ltd

[Corporate Identification No. (CIN): U 51909 DL 2009 PTC 267614; Income Tax Permanent Account No. (PAN): AADC B 9292 K] (hereinafter referred to as “the Transferor Company No.

2/the Company”) was incorporated under the provisions of the Companies Act, 1956, as a private limited company vide

Certificate of Incorporation dated 18th December, 2009 issued by the Registrar of Companies, West Bengal, Kolkata. Registered Office of the Company was shifted from the State of West Bengal

to the NCT of Delhi as approved by the Hon’ble Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata vide Order

dated 31st March, 2014. The Registrar of Companies, Delhi & Haryana, New Delhi registered the aforesaid order and allotted a new CIN to the Company on 22nd March, 2014.

b. Presently, the Registered Office of the Transferor Company No.

2 is situated at 1705/5, 1st Floor, Bhagirath Palace, Delhi-110 006; e-mail id: [email protected].




Main Objects:

1. To carry on the business as distributors, agents, traders, merchants, contractors, brokers and otherwise deal in merchandise and articles of all kinds including clearing

agents, freight contractors, forwarding agents, licensing agents, general brokers, and to carry any kind of

commercial business. To carry on all of any of the business as buyers, sellers, suppliers, growers, processors, traders, merchants, indentures brokers, agents, assemblers,

stockiest of goods and commodities of any kind to work as commission agents, brokers, contractors, processors order

suppliers and dealing agents.

2. To sale, purchase, take on lease or acquire in any manner

whatsoever any apartment, house, flats, shops, offices, clubs, township, markets or other buildings and for these

purpose to purchase, take on lease or in exchange, hire or otherwise acquire and hold any land and prepare layout thereon, to use at or to let out of dispose off the same on

installment basis, rent basis or by outright sale or in any other mode of disposition, development and acquire and

deal in any and every kind of article and produces and materials used for building.

d. The Transferor Company No. 2 is engaged in trading activities,

working as commission agent and other related activities.

e. The present Authorised Share Capital of the Transferor Company No. 2 is ₹12,90,000 divided into 1,29,000 Equity Shares of ₹10

each. The present Issued, Subscribed and Paid-up Share Capital of the Company is ₹12,88,000 divided into 1,28,800 Equity

Shares of ₹10 each.

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

Sl. No.


1. Mr Prem Chand Goel B-37, Maharana Pratap

Enclave, Pitampura, Delhi -110 034

02822907 Director

2. Mr Vidya Sagar Aggarwal 187-A, Rishi Nagar, Rani Bagh, Delhi -110 034

06673575 Director

3.3 The Applicant No. 3/Transferor Company No. 3- Sach

Technology Pvt Ltd:

a. The Transferor Company No. 3- Sach Technology Pvt Ltd

[Corporate Identification No. (CIN): U 72900 DL 2009 PTC 267543; Income Tax Permanent Account No. (PAN): AANC S

2185 A] (hereinafter referred to as “the Transferor Company No. 3/the Company”) was incorporated under the provisions of the Companies Act, 1956, as a private limited company vide

Certificate of Incorporation dated 1st April, 2009 issued by the Registrar of Companies, NCT of Delhi and Haryana, New Delhi.

Registered Office of the Company was shifted from the State of Haryana to the NCT of Delhi as approved by the Hon’ble Regional Director, Northern Region, Ministry of Corporate Affairs, New

Delhi, vide Order dated 13th March, 2014. The Registrar of Companies, NCT of Delhi and Haryana, New Delhi registered the

aforesaid order of the Hon’ble Regional Director and allotted a new CIN to the Company on 7th April, 2014.

b. Presently the Registered Office of the Transferor Company No. 3 is situated at 1705/5, F/F, Bhagirath Palace, Delhi- 110 006; e-

mail id: [email protected]. c. The detailed objects of the Transferor Company No. 3 are set


Main Objects:

1. To carry on the business of Production and trading of all types of software i.e. non-customized and customized softwares, operating systems software, business & other

applications software, computer games software.

2. To carry on the business of Web-page designing.

3. To carry on the business of providing Software consultancy/

maintenance services.

4. To carry on in India or in any part to the world all kinds of manufacturing and trading of computer hardware and their by-products.

5. To carry on the business of providing Data processing

facilities.

6. To establish and run educational institutes of any type i.e.

schools, colleges, coaching centers, research institutes etc. subject to the approvals front the concerned govt.

departments for imparting computer education.


7. To purchase, sell, let on hire, repair, import, export, lease out or otherwise deal in any type of machinery which can

be used in computer field.

8. To conduct and/or maintain Scientific and Technical

Research and other Laboratories for the purpose of providing technical training, education, aid and advice

in any manner whatsoever in respect of any matter or problem connected with or incidental to computers related business.

9. To carry on in India or in any part of the world any kind of

activity relating to the computers field

Other Objects:

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

Association:

2. To carry on business as importers and exports of goods or

merchandise of any description or to act as shippers, commission agents, advertising agents, traveling agents,

transport agents, forwarding and clearing agents, brokers, estate agents, hardware merchants.

33. To carry on the profession of consultants on management, employment, engineering industry and technical matters to

industry and business and to act as employment agents.

d. The Transferor Company No. 3 is engaged in trading activities, working as commission agent and other related activities.

e. The present Authorised Share Capital of the Transferor Company

No. 3 is ₹2,20,000 divided into 22,000 Equity Shares of ₹10

each. The present Issued, Subscribed and Paid-up Share Capital of the Company is ₹2,20,000 divided into 22,000 Equity Shares

of ₹10 each.

f. Detail of the present Board of Directors of the Transferor

Company No. 3 is given below:

Sl. No.


1. Mr Sanjeev Goel 78/12, Jain Sthanak,

Ganaur Mandi, Sonipat-131 001, Haryana

00370189 Director

2. Mr Vidya Sagar Aggarwal 187-A, Rishi Nagar, Rani

Bagh, Delhi -110 034

06673575 Director

3.4 The Applicant No. 4/the Transferor Company No. 4- Avenue Gems & Jewels Pvt Ltd:

a. The Transferor Company No. 4- Avenue Gems & Jewels Pvt Ltd

[Corporate Identification No. (CIN): U 52100 DL 2009 PTC

189939; Income Tax Permanent Account No. (PAN): AAHC A 6961 G] (hereinafter referred to as “the Transferor Company No.

4/the Company”) was incorporated under the provisions of the Companies Act, 1956, as a private limited company vide Certificate of Incorporation dated 1st May, 2009 issued by the

Registrar of Companies, NCT of Delhi and Haryana, New Delhi.

b. Presently, the Registered Office of the Transferor Company No. 4 is situated at 1705/5, 3rd Floor, Bhagirath Palace, Delhi-110 006; e-mail id: [email protected].



Main Objects:

1. To do business of manufacturing, trading, import, export, deals in gold, silver, platinum, diamond Jewellery & ornament, precious & semi-precious stones & birth stone,

jewellery, all types of chains, utensils of gold, silver, Diamond and all other precious metals, non-metals,

stones.

2. To cut, saw, clean, polish, sort drill, string and set up lapidary of diamonds, precious and semi-precious stones and to buy, sell, import, export and otherwise deal in rough

and polished diamonds, both industrial and gem quality and other precious and semi-precious gems, pearls and stones

and to carry on the business of testing, evaluation, appraisal and certification of gemstones, jewellery, minerals, curios, antiques and other works of art and to

work as certified valuers.

3. To trade & deal in, manage, purchase or otherwise acquire and sell, dispose of import, export, exchange, hold and deal in diamond, precious stone, gold and silver chains, bullion

and jewellery, pearls, coins, cups, medals, shields, curious articles of virtue, art and antiques and to deal, trade and

establish showroom, shop, for trading of goods for the above business and to carry on the business of Manufacturing, Trading & deal in all kind of Jewellery and

allied items, namely gold, silver and diamond.

4. To manufacture, repair, alter, Trade, Export, Import, wholesale, retail and otherwise deal in precious and non-precious metal and other jewellery, studded or otherwise


and all kinds of ornaments and to carry on the business as goldsmiths, silversmiths, jewellery, gem merchants,

importers, exporters and dealers in bullion gold, platinum, silver, precious metals, pearls, diamonds, gemstones minerals, painting, manuscripts, curious antiques, watches

and other things of art & craft.

Other Objects: The Company has also adopted, inter alia, the following sub-

clauses of the Other Objects Clause of its Memorandum of Association:

44. To carry on the business as importers, exporters, agents,

distributors, stockists, contractors, suppliers, dealers of

any kind and to act as manufacturers, representatives, agents, brokers, commission agents and merchant of

commodities, articles products and merchants of any kind or nature.

47. To carry on the business of and render & provide services as commission agents, selling & purchasing agents,

brokers, manufacturers, representatives or agents, stockists, distributors and agents to any person, firm or company.

d. The Transferor Company No. 4 is engaged in trading activities,

working as commission agent and other related activities.

e. The present Authorised Share Capital of the Transferor Company No. 4 is ₹1,00,000 divided into 10,000 Equity Shares of ₹10 each. The present Issued, Subscribed and Paid-up Share Capital

of the Company is ₹1,00,000 divided into 10,000 Equity Shares of ₹10 each.

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

below:

Sl. No.


1. Mr Sanjeev Goel

78/12, Jain Sthanak, Ganaur Mandi, Sonipat-

131 001, Haryana

00370189 Director

2. Mrs Hema Gupta

187-A, Rishi Nagar, Rani Bagh, Delhi -110 034

06673595 Director

3.5 The Applicant No. 5/the Transferee Company- Sterile India Pvt Ltd:

a. The Transferee Company- Sterile India Pvt Ltd [Corporate Identification No. (CIN): U 74899 DL 1989 PTC 036517; Income

Tax Permanent Account No. (PAN): AAAC U 5331 M] (hereinafter referred to as “the Transferee Company/the Company”) was originally incorporated under the provisions of the Companies

Act, 1956, as a private limited company with the name and style as ‘Uniways Laboratories Pvt Ltd’ vide Certificate of

Incorporation dated 5th June, 1989 issued by the Registrar of Companies, NCT of Delhi and Haryana, New Delhi. Name of the Company was changed to ‘Sterile India Pvt Ltd’ vide Fresh

Certificate of Incorporation dated 7th July, 2010 issued by the Registrar of Companies, New Delhi.

b. Presently, the Registered Office of the Transferee Company is

situated at Unit No. 501, 5th Floor, Aggarwal Corporate Heights,

Plot No. A-7, Netaji Subhash Place, Pitampura, New Delhi-110 034; e-mail id: [email protected].

c. The detailed objects of the Transferee Company are set out in

the Memorandum of Association and are briefly stated as below:

Main Objects:

1. To manufacture, process, buy, sell and deal in all kinds of

medicines and medical preparations., drugs and

pharmaceutical products and surgical non-medicated and medicated products such as veterinary Drugs, cosmetics

and toilet medicated products, antibiotics, in mineral water, wine, cordials, liquors, broths and other restorative or food

products specially suitable and deemed to be suitable for invalids and convalescents, and deal in anatomical, orthopedic and surgical appliances of all kinds.

2. To carry on the business of chemicals, druggists and

chemical manufactures of clinical, pathological, and bacteriological, serological, biochemical of other medical examination, analysis and research and of vialling bottling,

packing and repacking and processing of capsules, syrups, tablets, injectable, arosols arid ointment.

3. To carry on the business of growing such plants, trees,

flowers, vegetables, aerosols and ointment related to

medical products to in para (1) above.

d. The Transferee Company is engaged in pharmaceutical business, manufacturing of injectable sterile API and other related

activities. e. The present Authorised Share Capital of the Transferee

Company is ₹25,00,00,000 divided into 25,00,000 Equity Shares of ₹100 each. The present Issued, Subscribed and Paid-up Share


Capital of the Company is ₹15,44,88,800 divided into 15,44,888 Equity Shares of ₹100 each.

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

below:

Sl. No.


1. Mr Sanjeev Goel

78/12, Jain Sthanak, Ganaur Mandi, Sonipat-131 001, Haryana

00370189 Director

2. Mr Prem Chand Goel B-37, Maharana Pratap

Enclave, Pitampura, Delhi-110 034

02822907 Director

3. Ms Rajni Goel B-37, Maharana Pratap

Enclave, Pitampura, Delhi-110 034

06487666 Director

4. All the Transferor Companies and the Transferee Company are closely

held Group Companies under common shareholding, management and

control. The present Scheme of Amalgamation will not result in change in management of the Transferee Company.

5. Mr Sanjeev Goel and his family members are the present promoters of

all the Transferor and the Transferee Companies. Detail of the Core

Promoters is given below:

Sl. No.

Name, Address & DIN

1. Mr Sanjeev Goel 78/12, Jain Sthanak, Ganaur Mandi,

Sonipat-131 001, Haryana DIN: 00370189

6. The proposed Amalgamation of Sterile API Pvt Ltd, Bluestar Dealers Pvt

Ltd, Sach Technology Pvt Ltd and Avenue Gems & Jewels Pvt Ltd with

Sterile India Pvt Ltd, will be effected by the arrangement embodied in the Scheme of Amalgamation framed under sections 230 & 232 of the

Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the National Company Law Tribunal Rules, 2016, and other applicable provisions, if any.

7. Rationale and Benefits of the Scheme:

The circumstances which justify and/or necessitate the proposed Scheme of Amalgamation of the Transferor Companies with the Transferee Company; and benefits of the proposed amalgamation as

perceived by the Board of Directors of these Companies, to the Shareholders and other stakeholders are, inter alia, as follows:

a. All the Transferor Companies and the Transferee Company are

closely held private limited Group Companies under common

shareholding, management and control. The proposed amalgamation of the Transferor Companies with the Transferee

Company would result in business synergy, consolidation of various Group Companies and pooling of their resources into a single entity.

b. The Transferor Company No. 1 and the Transferee Company are

engaged in similar business of manufacturing of injectable sterile API and other related activities. The Transferor Company No. 1 has very recently started business operations whereas the Transferee

Company is a well-established company in pharmaceutical business. The proposed amalgamation of the Transferor Company

No. 1 with the Transferee Company will provide business consolidation and various business synergy. The Transferor Companies No. 2 to 4 are engaged in trading activities, working as

commission agent and other related business. Since the financial resources of the Transferor Companies No. 2 to 4 are not fully

utilised in the trading business, the management has decided to consolidate their financial resources in the Transferee Company

and to focus on the pharmaceutical business only.

c. The proposed Scheme of Amalgamation would result in pooling of

physical, financial and human resource of these Companies for the most beneficial utilization of these factors in the combined entity.

Post Scheme, the Transferee Company will enjoy large financial and physical resources.

d. The proposed Scheme of Amalgamation will result in usual economies of a centralized and a large company including

elimination of duplicate work, reduction in overheads, better and more productive utilization of financial, human and other resource and enhancement of overall business efficiency. The proposed

Scheme will enable these Companies to combine their managerial and operating strength, to build a wider capital and financial base

and to promote and secure overall growth. e. The proposed amalgamation would enhance the shareholders’

value of the Transferor and the Transferee Companies.

f. The proposed Scheme of Amalgamation will have beneficial impact on the Transferor and the Transferee Companies, their

shareholders, employees and other stakeholders and all concerned. 8. Salient features of the Scheme of Amalgamation

8.1 The Scheme of Amalgamation, inter alia, provides as under:

i. All assets and liabilities including Income Tax and all other

statutory liabilities, if any, of the Transferor Companies will be

transferred to and vest in the Transferee Company.

ii. All the employees of the Transferor Companies in service on the Effective Date, if any, shall become the employees of the Transferee Company on and from such date without any break

or interruption in service and upon terms and conditions not less favorable than those subsisting in the concerned

Transferor Company on the said date.

iii. Appointed Date for Amalgamation will be 1st April, 2017 or such

other date, as the Hon'ble National Company Law Tribunal may approve.

iv. Share Exchange Ratio for the Amalgamation will be:

a. The Transferee Company will issue 1 (one) Equity Share of ₹100 each, credited as fully paid up, for every 27 (twenty-

seven) Equity Shares of ₹10 each held in the Transferor Company No. 1-Sterile API Pvt Ltd.

b. The Transferee Company will issue 5 (five) Equity Shares

of ₹100 each, credited as fully paid up, for every 4 (four) Equity Shares of ₹10 each held in the Transferor Company

No. 2-Bluestar Dealers Pvt Ltd.

c. The Transferee Company will issue 1 (one) Equity Share of ₹100 each, credited as fully paid up, for every 72 (seventy-

two) Equity Shares of ₹10 each held in the Transferor Company No. 3-Sach Technology Pvt Ltd.

d. The Transferee Company will issue 1 (one) Equity Share of

₹100 each, credited as fully paid up, for every 104 (one

hundred four) Equity Shares of ₹10 each held in the

Transferor Company No. 4- Avenue Gems & Jewels Pvt Ltd. 9. Extracts of the Scheme: Extracts of the selected clauses of the

Scheme are given below (points/clauses referred to in this part are of the Scheme of Amalgamation):

1.1 DEFINITIONS

In this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall have the meaning as under:

a. “Act” means the Companies Act, 2013 (18 of 2013), the

Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the National Company Law Tribunal Rules, 2016, and any other Rules made there under, as the case may be

applicable; and the Companies Act, 1956 (1 of 1956), to the extent applicable, if any.

b. “Appointed Date” means commencement of business on 1st

April, 2017, or such other date as the Hon’ble National Company

Law Tribunal or any other competent authority may approve.

c. “Board of Directors” in relation to respective Transferor and Transferee Companies, as the case may be, shall, unless it is repugnant to the context or otherwise, include a Committee so

authorised by the Board, or any person authorised by the Board of Directors or such Committee.

d. “Effective Date” means the date on which the transfer and

vesting of the entire undertakings of these Transferor Companies

shall take effect, i.e., the date as specified in Clause 5 of this Scheme.

e. National Company Law Tribunal means appropriate Bench of

the Hon’ble National Company Law Tribunal constituted under the Companies Act, 2013, having territorial jurisdiction to sanction the present Scheme and other connected matters. The

National Company Law Tribunal has been referred to as the Tribunal/NCLT.

f. “Record Date” means the date to be fixed by the Board of

Directors of the Transferor Companies No. 1 to 4 and/or the

Transferee Company, with reference to which the eligibility of the shareholders of the Transferor Companies, for allotment of

shares in the Transferee Company pursuant to the Amalgamation in terms of this Scheme, shall be determined.

2. TRANSFER OF UNDERTAKING

a. With effect from the commencement of business on 1st April, 2017, i.e., the Appointed Date, subject to the provisions of the Scheme in relation to the modalities of transfer and vesting, the

undertaking and entire business and all immovable properties (including agricultural land, industrial land, residential land and

all other land and plots) where so ever situated and incapable of passing by physical delivery as also all other assets, capital work-in-progress, current assets, investments, deposits, bookings and

advances against residential and commercial plots and buildings, powers, authorities, awards, allotments, approvals and consents,

licenses, registrations, contracts, agreements, engagements, arrangement, rights, intellectual property rights, titles, interests, benefits and advantages of whatsoever nature belonging to or in

the ownership, power, possession, control of or vested in or granted in favour of or enjoyed by the Transferor Companies,

including but without being limited to, licenses granted by various government authorities for development of real estate projects, lease deeds, lease agreements, conveyance deed, registry, sale

agreements, purchase agreements, memorandum of understanding (MOU), joint development agreement, joint

venture agreements, award on successful bidding and/or auction, earnest money, deposits, approval/NOC given by various government and other competent authorities like environmental

clearances, approval for land use change (CLU), completion certificate, approval/NOC from fire department, approval/NOC

for water, electricity and sewerage, clearance by airport authority, approval/NOC from irrigation department, approval/NOC from forest department, approval/NOC from

underground water authority, approval/NOC from national highway authority, approval/NOC from high tension department,

all permits and licenses like liquor license, license to run restaurant, lift/escalator license, liberties, easements, advantages, benefits, privileges, leases, tenancy rights,

ownership, intellectual property rights including trademarks, brands, copy rights; quota rights, subsidies, capital subsidies,

concessions, exemptions, sales tax exemptions, concessions/ obligations under EPCG/Advance/DEPB licenses, approvals,

clearances, authorizations, certification, quality certification, utilities, electricity connections, electronics and computer link ups, services of all types, reserves, provisions, funds, benefit of

all agreements and all other interests arising to the Transferor Companies (hereinafter collectively referred to as “the said

assets”) shall, without any further act or deed or without payment of any duty or other charges, be transferred to and vested in the Transferee Company pursuant to the provisions of

Section 232 of the Act, for all the estate, right, title and interest of the Transferor Companies therein so as to become the

property of the Transferee Company but, subject to mortgages, charges and encumbrances, if any, then affecting the undertaking of the Transferor Companies without such charges

in any way extending to the undertaking of the Transferee Company.

b. Notwithstanding what is provided herein above, it is expressly

provided that in respect to such of the said assets as are movable

in nature or are otherwise capable of being transferred by physical delivery or by endorsement and delivery, the same shall

be so transferred, with effect from the appointed date, by the Transferor Companies to the Transferee Company after the Scheme is duly sanctioned and given effect to without requiring

any order of the Tribunal or any deed or instrument of conveyance for the same or without the payment of any duty or

other charges and shall become the property of the Transferee Company accordingly.

c. On and from the Appointed Date, all liabilities, provisions, duties and obligations including Income Tax and other statutory

liabilities, if any, of every kind, nature and description of the Transferor Companies whether provided for or not in the books of accounts of the Transferor Companies shall devolve and shall

stand transferred or be deemed to be transferred without any further act or deed, to the Transferee Company with effect from

the Appointed Date and shall be the liabilities, provisions, duties and obligations of the Transferee Company.

d. Similarly, on and from the Appointed Date, all the taxes and duties including advance tax, tax deducted at source, tax

collected at source, credit of MAT, self-assessment tax paid by or on behalf of the Transferor Companies immediately before the amalgamation shall become or be deemed to be the property of

the Transferee Company by virtue of the amalgamation. Upon the Scheme becoming effective, all the taxes paid (including

TDS) by the Transferor Companies from the appointed date, regardless of the period to which they relate, shall be deemed to have been paid for and on behalf of and to the credit of the

Transferee Company as effectively as if the Transferee Company had paid the same.

e. Without prejudice to the generality of the provisions contained in

aforesaid clauses, upon the Scheme becoming effective, requisite form(s) will be filed with the Registrar of Companies for creation, modification and/or satisfaction of charge(s), to the extent

required, to give effect to the provisions of this Scheme.

f. On the Scheme becoming effective, the Transferee Company shall be entitled to file/revise income tax returns, TDS returns and other statutory filings and returns, filed by it or by the

Transferor Companies, if required, and shall have the right to claim refunds, depreciation benefits, advance tax credits, etc., if

any.

g. All other assets & liabilities of the Transferor Companies, which

may not be specifically covered in the aforesaid clauses, shall also stand transferred to the Transferee Company with effect

from the Appointed Date.

5. OPERATIVE DATE OF THE SCHEME

a. This Scheme shall be effective from the last of the dates on which

certified copies of order of the Tribunal under Sections 230 and 232 of the Companies Act, 2013, are filed in the office(s) of the

concerned Registrar of Companies. Such date is called as the Effective Date.

b. Though this Scheme shall become effective from the Effective

Date, the provisions of this Scheme shall be applicable and come

into operation from the Appointed Date.

The aforesaid are the salient features/selected extracts of the Scheme. Please read the entire text of the Scheme to get acquainted with the complete provisions of the Scheme.

10. The proposed Scheme of Amalgamation is for the benefit of the

Transferor Companies No. 1 to 4 and of the Transferee Company and their respective shareholders. It is fair and reasonable and is not detrimental to the interest of the public.

11. Valuation exercise has been carried out to determine the share swap

ratio for the proposed Scheme of Amalgamation. M/s Soni Chatrath & Co., Chartered Accountants, New Delhi have prepared the Report on Valuation of Shares and Share Exchange Ratio. The Board of Directors

of the Transferor Companies No. 1 to 4 and of the Transferee Company based on the Report on Valuation of Shares & Share Exchange Ratio of

M/s Soni Chatrath & Co., Chartered Accountants and on the basis of their independent evaluation and judgment, came to the conclusion that the proposed exchange ratio is fair and reasonable to the Shareholders

of all the Companies.

A copy of the Report on Valuation of Shares & Share Exchange Ratio of M/s Soni Chatrath & Co., Chartered Accountants, giving basis of

valuation, valuation methodology and calculations, etc., is enclosed herewith.

12. The proposed Scheme of Amalgamation has been unanimously approved by the respective Board of Directors of the Transferor Companies No. 1

to 4 and the Transferee Company in the Board meetings held on 2nd December, 2017. None of the Directors voted against or abstained from voting on the resolution for approving the Scheme of Amalgamation in

the aforesaid meetings.

Further, the notices of the meetings of Un-secured Creditors of the Transferor Company No. 1 and the Transferee Company scheduled to be convened under the supervision of the Hon’ble National Company Law

Tribunal, the Explanatory Statement and other papers of these meetings have also been approved unanimously, by the respective Board of

Directors of the Transferor Companies No. 1 to 4 and of the Transferee Company in the Board meetings held on 15th March, 2018.

13. The present Scheme of Amalgamation, if approved by the respective meetings of the Un-secured Creditors of Sterile API Pvt Ltd and Sterile

India Pvt Ltd, will be subject to the subsequent approval of the Hon’ble National Company Law Tribunal, New Delhi Bench, New Delhi. No

specific approval is required to be obtained from any other government authority to the present Scheme of Amalgamation.

14. No proceedings for inspection, inquiry or investigation under the

provisions of the Companies Act, 2013, or under the provisions of the

Companies Act, 1956, are pending against the Transferor Companies No. 1 to 4 or of the Transferee Company.

15. Effect of the Scheme on the Promoters, Directors, Shareholders,

etc.:

15.1 Promoters and/or Directors of the Transferor Companies No. 1 to 4

and of the Transferee Company are deemed to be interested in the proposed Scheme of Amalgamation to the extent of their shareholding in, loan given to and remuneration drawn from, as the case may be,

the respective Companies. Similarly, Key Managerial Personnel (KMP) of the Transferor Companies No. 1 to 4 and of the Transferee

Company may also be deemed to be interested in the proposed Scheme to the extent of their shareholding in, loan given to and remuneration drawn from, as the case may be, the respective

Companies.

15.2 The proposed Scheme of Amalgamation would not have any effect on the material interest of the Promoters, Directors and Key Managerial Personnel of the Transferor Companies No. 1 to 4 and of the

Transferee Company different from that of the interest of other shareholders, creditors and employees of these Companies.

15.3 The proposed Scheme of Amalgamation does not envisage any

corporate debt restructuring. There is no proposal to restructure or vary the debt obligation of any of the Transferor Companies No. 1 to 4 or of the Transferee Company towards their respective creditors.

The proposed Scheme of Amalgamation will not adversely affect the rights of any of the creditors of the Transferor Companies and of the

Transferee Company in any manner whatsoever. 15.4 The proposed Scheme of Amalgamation will not have any adverse

effect on the secured creditors, un-secured creditors, employees and other stakeholders, if any, of the Transferor Companies or of the

Transferee Company. 16. A copy of the Scheme of Amalgamation is being filed with the concerned

Registrar of Companies.

17. A copy each of the un-audited Financial Statements (provisional) of the Transferor Companies No. 1 to 4 and of the Transferee Company for the period ended 31st July, 2017 and 31st December, 2017, are enclosed

herewith.

18. Total amount due to Un-secured Creditors (including statutory and other dues, etc.), as per the un-audited Financial Statements (provisional) for the period ended 31st July, 2017, is given below:

Sl.

No.

Total amount due to Un-secured

Creditors in

Amount ₹

1. Transferor Company No. 1- Sterile API Pvt Ltd 7,74,22,148

2. Transferor Company No. 2- Bluestar Dealers Pvt Ltd

1,53,000

3. Transferor Company No. 3- Sach Technology Pvt Ltd

43,500

4. Transferor Company No. 4- Avenue Gems & Jewels Pvt Ltd

64,000

5. Transferee Company- Sterile India Pvt Ltd 48,63,63,665

19. The following documents will be available for inspection or for obtaining

extracts from or for making or obtaining copies of, by the members and creditors at the registered office of the Transferor Companies and of the

Transferee Company on any working day from the date of this notice till the date of meeting between 11.00 A.M. to 4.00 P.M.:

a. The Memorandum and Articles of Association of the Transferor Companies No. 1 to 4 and of the Transferee Company.

b. The Audited Financial Statements of the Transferor Companies No.

1 to 4 and of the Transferee Company for the last 3 years ended 31st March, 2015, 31st March, 2016 and 31st March, 2017.

c. Un-audited Financial Statements (provisional) of the Transferor Companies No. 1 to 4 and of the Transferee Company for the period

ended 31st July, 2017 and 31st December, 2017.

d. Register of Particulars of Directors and KMP and their Shareholding,

of the Transferor Companies No. 1 to 4 and of the Transferee Company.

e. Copy of Order dated 13th March, 2018, passed by the Hon'ble

National Company Law Tribunal, New Delhi Bench, New Delhi, in

the joint Company Application No. CA (CAA) 22 (ND) of 2018 filed by the Transferor Companies No. 1 to 4 and of the Transferee

Company, in pursuance of which the aforesaid meetings are scheduled to be convened and other meetings have been dispensed with.

f. Paper Books and proceedings of the joint Company Application No.

CA (CAA) 22 (ND) of 2018.

g. Copy of the Report on Valuation of Shares & Share Exchange Ratio

of M/s Soni Chatrath & Co., Chartered Accountants.

h. Copy of the Certificate issued by the Statutory Auditors of the Transferor Companies and of the Transferee Company to the effect that the accounting treatment proposed in the Scheme of

Amalgamation is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013.

i. Copy of the proposed Scheme of Amalgamation.

20. A copy of the Scheme of Amalgamation, Explanatory Statement and Form of Proxy, Attendance Slip and other annexures may be obtained

free of charge on any working day (except Saturday) prior to the date of meeting, from the registered office of the Transferor Companies and of the Transferee Company or from the office of their Legal Counsel- Mr

Rajeev K Goel, Advocate, M/s Rajeev Goel & Associates, Advocates and Solicitors, 785, Pocket-E, Mayur Vihar-II, NH-24, Delhi-110 091, India,

Mobile: 093124 09354, e-mail: [email protected]. The aforesaid documents are also placed on the web-site of the Transferee Company: www.sterileindia.com.

21. Please note that Un-secured Creditors of the Transferor Company No. 1

and the Transferee Company may attend and vote in the respective meetings either in person or by proxies. Proxies need not be a member/creditor of the concerned Transferor Company or the

Transferee Company.

Dated this 21st March, 2018 For and on behalf of the Board of

Directors For Sterile API Pvt Ltd

Sd/- Sanjeev Goel Director

DIN: 00370189

For and on behalf of the Board of

Directors For Bluestar Dealers Pvt Ltd

Sd/- Prem Chand Goel Director

DIN: 02822907

For and on behalf of the Board of Directors

For Sach Technology Pvt Ltd

Sd/- Sanjeev Goel

Director DIN: 00370189

For and on behalf of the Board of Directors

For Avenue Gems & Jewels Pvt Ltd

Sd/- Sanjeev Goel


For and on behalf of the Board of Directors For Sterile India Pvt Ltd

Sd/- Sanjeev Goel Director

DIN: 00370189


SCHEME OF AMALGAMATION

OF

STERILE API PVT LTD



AND

AVENUE GEMS & JEWELS PVT LTD

WITH

STERILE INDIA PVT LTD AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS UNDER

SECTIONS 230 & 232 OF THE COMPANIES ACT, 2013, AND OTHER APPLICABLE PROVISIONS, IF ANY

1.1 DEFINITIONS

In this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall have the meaning as under:

a. “Act” means the Companies Act, 2013 (18 of 2013), the Companies

(Compromises, Arrangements and Amalgamations) Rules, 2016, the

National Company Law Tribunal Rules, 2016, and any other Rules made there under, as the case may be applicable; and the Companies

Act, 1956 (1 of 1956), to the extent applicable, if any.

b. “Appointed Date” means commencement of business on 1st April,

2017, or such other date as the Hon’ble National Company Law Tribunal or any other competent authority may approve.

c. “Board of Directors” in relation to respective Transferor and

Transferee Companies, as the case may be, shall, unless it is

repugnant to the context or otherwise, include a Committee so authorised by the Board, or any person authorised by the Board of

Directors or such Committee.

d. “Effective Date” means the date on which the transfer and vesting of the entire undertakings of these Transferor Companies shall take effect, i.e., the date as specified in Clause 5 of this Scheme.

e. National Company Law Tribunal means appropriate Bench of the

Hon’ble National Company Law Tribunal constituted under the Companies Act, 2013, having territorial jurisdiction to sanction the present Scheme and other connected matters. The National Company

Law Tribunal has been referred to as the Tribunal/NCLT.

f. “Record Date” means the date to be fixed by the Board of Directors of the Transferor Companies No. 1 to 4 and/or the Transferee

Company, with reference to which the eligibility of the shareholders of the Transferor Companies, for allotment of shares in the Transferee

Company pursuant to the Amalgamation in terms of this Scheme, shall be determined.

g. “Scheme” means the present Scheme of Amalgamation framed

under the provisions of sections 230 and 232 of the Companies Act, 2013, and other applicable provisions, if any, where under the Transferor Companies are proposed to be amalgamated with the

Transferee Company in the present form or with any modification(s) approved or imposed or directed by Members/Creditors of the

respective Companies and/or by any competent authority and/or by the Hon’ble Tribunal or as may otherwise be deemed fit by the Board of Directors of these Companies.

h. “Transferor Company No. 1” means Sterile API Pvt Ltd being a

company incorporated under the provisions of the Companies Act, 1956, and having its registered office at 1705, 4th Floor, Onkar Bhawan, Bhagirath Palace, Chandni Chowk, Delhi-110 006, e-mail:

[email protected].

The Transferor Company No. 1-Sterile API Pvt Ltd [Corporate Identification No. (CIN): U 17121 DL 2007 PTC 168198; Income Tax Permanent Account No. (PAN): AAOC S 4612 H] (hereinafter referred

to as “the Transferor Company No. 1/the Company”) was originally incorporated under the provisions of the Companies Act, 1956, as a

private limited company with the name and Style as ‘Shree Radhey Krishna Spinners Pvt Ltd’ vide Certificate of Incorporation dated 14th September, 2007 issued by the Registrar of Companies, NCT of Delhi

and Haryana, New Delhi. The name of the Company was changed to ‘Jubilant Organics Pvt Ltd’ vide Fresh Certificate of Incorporation

dated 22nd December, 2014 issued by the Registrar of Companies, New Delhi. The name of the Company was changed to its present name ‘Sterile API Pvt Ltd’ vide Fresh Certificate of Incorporation dated

12th December, 2015 issued by the Registrar of Companies, New Delhi.

i. “Transferor Company No. 2” means Bluestar Dealers Pvt Ltd

being a company incorporated under the provisions of the Companies

Act, 1956, and having its registered office at 1705/5, 1st Floor, Bhagirath Palace, Delhi-110 006, e-mail: [email protected].

The Transferor Company No. 2-Bluestar Dealers Pvt Ltd [Corporate

Identification No. (CIN): U 51909 DL 2009 PTC 267614; Income Tax Permanent Account No. (PAN): AADC B 9292 K] (hereinafter referred to as “the Transferor Company No. 2/the Company”) was incorporated

under the provisions of the Companies Act, 1956, as a private limited company vide Certificate of Incorporation dated 18th December, 2009

issued by the Registrar of Companies, West Bengal, Kolkata. Registered Office of the Company was shifted from the State of West Bengal to the NCT of Delhi as approved by the Hon’ble Regional

Director, Eastern Region, Ministry of Corporate Affairs, Kolkata vide Order dated 31st March, 2014. The Registrar of Companies, Delhi &

Haryana, New Delhi registered the aforesaid order and allotted a new CIN to the Company.



j. “Transferor Company No. 3” means Sach Technology Pvt Ltd being a company incorporated under the provisions of the Companies

Act, 1956, and having its registered office at 1705/5, F/F, Bhagirath Palace, Delhi-110 006, e-mail: [email protected].

The Transferor Company No. 3-Sach Technology Pvt Ltd [Corporate

Identification No. (CIN): U 72900 DL 2009 PTC 267543; Income Tax Permanent Account No. (PAN): AANC S 2185 A] (hereinafter referred to as “the Transferor Company No. 3/the Company”) was incorporated

under the provisions of the Companies Act, 1956, as a private limited company vide Certificate of Incorporation dated 1st April, 2009 issued

by the Registrar of Companies, NCT of Delhi and Haryana, New Delhi. Registered Office of the Company was shifted from the State of Haryana to the NCT of Delhi as approved by the Hon’ble Regional

Director, Northern Region, Ministry of Corporate Affairs, New Delhi, vide Order dated 13th March, 2014. The Registrar of Companies, NCT

of Delhi and Haryana, New Delhi registered the aforesaid order on 7th April, 2014 and allotted a new CIN to the Company.

k. “Transferor Company No. 4” means Avenue Gems & Jewels Pvt Ltd being a company incorporated under the provisions of the

Companies Act, 1956, and having its registered office at 1705/5, 3rd

Floor, Bhagirath Palace, Delhi-110 006, e-mail: [email protected].

The Transferor Company No. 4-Avenue Gems & Jewels Pvt Ltd [Corporate Identification No. (CIN): U 52100 DL 2009 PTC 189939;

Income Tax Permanent Account No. (PAN): AAHC A 6961 G] (hereinafter referred to as “the Transferor Company No. 4/the Company”) was incorporated under the provisions of the Companies

Act, 1956, as a private limited company vide Certificate of Incorporation dated 1st May, 2009 issued by the Registrar of

Companies, NCT of Delhi and Haryana, New Delhi.

l. “Transferor Companies” mean Sterile API Pvt Ltd, Bluestar Dealers

Pvt Ltd, Sach Technology Pvt Ltd and Avenue Gems & Jewels Pvt Ltd, collectively or any one or more of them as the context requires.

m. “Transferee Company” means Sterile India Pvt Ltd being a

company incorporated under the provisions of the Companies Act,

1956, and having its registered office at Unit No. 501, 5th Floor, Aggarwal Corporate Heights, Plot No. A-7, Netaji Subhash Place,

Pitampura, New Delhi-110 034, e-mail: [email protected].

The Transferee Company-Sterile India Pvt Ltd [Corporate Identification No. (CIN): U 74899 DL 1989 PTC 036517; Income Tax Permanent Account No. (PAN): AAAC U 5331 M] (hereinafter referred

to as “the Transferee Company/the Company”) was originally incorporated under the provisions of the Companies Act, 1956, as a

private limited company with the name and Style as ‘Uniways Laboratories Pvt Ltd’ vide Certificate of Incorporation dated 5th June, 1989 issued by the Registrar of Companies, NCT of Delhi and

Haryana, New Delhi. The name of the Company was changed to ‘Sterile India Pvt Ltd’ vide Fresh Certificate of Incorporation dated 7th

July, 2010 issued by the Registrar of Companies, New Delhi.




1.2 SHARE CAPITAL

i. The present Authorised Share Capital of the Transferor Company No. 1 is ₹6,28,82,000 divided into 31,88,200 Equity Shares of ₹10 each

aggregating to ₹3,18,82,000; and 3,10,000 Preference Shares of ₹100

each aggregating to ₹3,10,00,000. The present Issued, Subscribed

and Paid-up Share Capital of the Company is ₹3,18,81,800 divided

into 31,88,180 Equity Shares of ₹10 each.

ii. The present Authorised Share Capital of the Transferor Company No. 2 is ₹12,90,000 divided into 1,29,000 Equity Shares of ₹10 each. The

present Issued, Subscribed and Paid Up Share Capital of the Company is ₹12,88,000 divided into 1,28,800 Equity Shares of ₹10 each.

iii. The present Authorised Share Capital of the Transferor Company No.

3 is ₹2,20,000 divided into 22,000 Equity Shares of ₹10 each. The

present Issued, Subscribed and Paid Up Share Capital of the Company is ₹2,20,000 divided into 22,000 Equity Shares of ₹10 each.

iv. The present Authorised Share Capital of the Transferor Company No.

4 is ₹1,00,000 divided into 10,000 Equity Shares of ₹10 each. The

present Issued, Subscribed and Paid Up Share Capital of the Company

is ₹1,00,000 divided into 10,000 Equity Shares of ₹10 each.

v. The present Authorised Share Capital of the Transferee Company is ₹25,00,00,000 divided into 25,00,000 Equity Shares of ₹100 each.

The present Issued, Subscribed and Paid-up Share Capital of the Company is ₹15,44,88,800 divided into 15,44,888 Equity Shares of

₹100 each.

vi. All the Transferor and the Transferee Companies are closely held

private limited Group Companies under common shareholding, management and control.

2. TRANSFER OF UNDERTAKING

a. With effect from the commencement of business on 1st April, 2017, i.e., the Appointed Date, subject to the provisions of the Scheme in

relation to the modalities of transfer and vesting, the undertaking and entire business and all immovable properties (including agricultural land, industrial land, residential land and all other land and plots)

where so ever situated and incapable of passing by physical delivery as also all other assets, capital work-in-progress, current assets,

investments, deposits, bookings and advances against residential and commercial plots and buildings, powers, authorities, awards,

allotments, approvals and consents, licenses, registrations, contracts, agreements, engagements, arrangement, rights, intellectual property rights, titles, interests, benefits and advantages of whatsoever nature

belonging to or in the ownership, power, possession, control of or vested in or granted in favour of or enjoyed by the Transferor

Companies, including but without being limited to, licenses granted by various government authorities for development of real estate projects, lease deeds, lease agreements, conveyance deed, registry,

sale agreements, purchase agreements, memorandum of

understanding (MOU), joint development agreement, joint venture agreements, award on successful bidding and/or auction, earnest

money, deposits, approval/NOC given by various government and other competent authorities like environmental clearances, approval

for land use change (CLU), completion certificate, approval/NOC from fire department, approval/NOC for water, electricity and sewerage,

clearance by airport authority, approval/NOC from irrigation department, approval/NOC from forest department, approval/NOC from underground water authority, approval/NOC from national

highway authority, approval/NOC from high tension department, all permits and licenses like liquor license, license to run restaurant,

lift/escalator license, liberties, easements, advantages, benefits, privileges, leases, tenancy rights, ownership, intellectual property rights including trademarks, brands, copy rights; quota rights,

subsidies, capital subsidies, concessions, exemptions, sales tax exemptions, concessions/ obligations under EPCG/Advance/DEPB

licenses, approvals, clearances, authorizations, certification, quality certification, utilities, electricity connections, electronics and computer link ups, services of all types, reserves, provisions, funds, benefit of

all agreements and all other interests arising to the Transferor Companies (hereinafter collectively referred to as “the said assets”)

shall, without any further act or deed or without payment of any duty or other charges, be transferred to and vested in the Transferee Company pursuant to the provisions of Section 232 of the Act, for all

the estate, right, title and interest of the Transferor Companies therein so as to become the property of the Transferee Company but,

subject to mortgages, charges and encumbrances, if any, then affecting the undertaking of the Transferor Companies without such charges in any way extending to the undertaking of the Transferee

Company.

b. Notwithstanding what is provided herein above, it is expressly provided that in respect to such of the said assets as are movable in nature or are otherwise capable of being transferred by physical

delivery or by endorsement and delivery, the same shall be so transferred, with effect from the appointed date, by the Transferor

Companies to the Transferee Company after the Scheme is duly sanctioned and given effect to without requiring any order of the Tribunal or any deed or instrument of conveyance for the same or

without the payment of any duty or other charges and shall become the property of the Transferee Company accordingly.

c. On and from the Appointed Date, all liabilities, provisions, duties and

obligations including Income Tax and other statutory liabilities, if any, of every kind, nature and description of the Transferor Companies whether provided for or not in the books of accounts of the Transferor

Companies shall devolve and shall stand transferred or be deemed to be transferred without any further act or deed, to the Transferee

Company with effect from the Appointed Date and shall be the liabilities, provisions, duties and obligations of the Transferee Company.

d. Similarly, on and from the Appointed Date, all the taxes and duties

including advance tax, tax deducted at source, tax collected at source, credit of MAT, self-assessment tax paid by or on behalf of the

Transferor Companies immediately before the amalgamation shall become or be deemed to be the property of the Transferee Company

by virtue of the amalgamation. Upon the Scheme becoming effective, all the taxes paid (including TDS) by the Transferor Companies from

the appointed date, regardless of the period to which they relate, shall be deemed to have been paid for and on behalf of and to the credit of

the Transferee Company as effectively as if the Transferee Company had paid the same.

e. Without prejudice to the generality of the provisions contained in aforesaid clauses, upon the Scheme becoming effective, requisite

form(s) will be filed with the Registrar of Companies for creation, modification and/or satisfaction of charge(s), to the extent required, to give effect to the provisions of this Scheme.

f. On the Scheme becoming effective, the Transferee Company shall be

entitled to file/revise income tax returns, TDS returns and other statutory filings and returns, filed by it or by the Transferor Companies, if required, and shall have the right to claim refunds,

depreciation benefits, advance tax credits, etc., if any.

g. All other assets & liabilities of the Transferor Companies, which may not be specifically covered in the aforesaid clauses, shall also stand transferred to the Transferee Company with effect from the Appointed

Date.

3. CONTRACTS, DEEDS, BONDS AND OTHER INSTRUMENTS

a. Subject to the other provisions of this Scheme, all contracts, deeds,

bonds, agreements and other instruments of whatsoever nature, to which the Transferor Companies is a party, subsisting or having effect

immediately before or after the Effective date, shall remain in full force and effect against or in favour of the Transferee Company and may be enforced as fully and effectually, as if instead of the

Transferor Companies, the Transferee Company had been a party thereto.

b. The transfer of the said assets and liabilities of the Transferor

Companies to the Transferee Company and the continuance of all the

contracts or legal proceedings by or against the Transferee Company shall not affect any contract or proceedings relating to the said assets

or the liabilities already concluded by the Transferor Companies on or after the Appointed Date.

c. The Transferee Company may, at any time after coming into effect of

this Scheme in accordance with the provisions hereof, if so required,

under any law or otherwise, execute deeds of confirmation in favour of the secured creditors of the Transferor Companies or in favour of

any other party to any contract or arrangement to which the Transferor Companies are a party or any writings as may be necessary to be executed in order to give formal effect to the above

provisions. The Transferee Company shall, under the provisions of this Scheme, be deemed to be authorised to execute any such writings on

behalf of the Transferor Companies and, to implement and carry out

all such formalities or compliance referred to above on the part/behalf of the Transferor Companies to be carried out or performed.

4. LEGAL PROCEEDINGS

All legal proceedings of whatever nature by or against the Transferor

Companies pending on the Effective Date, shall not be abated, be discontinued or be, in any way, prejudicially affected by reason of the transfer of the undertaking of the Transferor Companies or of

anything contained in this Scheme but the proceedings may be continued, prosecuted and enforced by or against the Transferee

Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Transferor Companies as if the Scheme had not been made.

5. OPERATIVE DATE OF THE SCHEME

a. This Scheme shall be effective from the last of the dates on which

certified copies of order of the Tribunal under Sections 230 and 232 of

the Companies Act, 2013, are filed in the office(s) of the concerned Registrar of Companies. Such date is called as the Effective Date.

b. Though this Scheme shall become effective from the Effective Date,

the provisions of this Scheme shall be applicable and come into

operation from the Appointed Date.

6. DISSOLUTION OF TRANSFEROR COMPANIES

On this Scheme, becoming effective as provided in Clause 5 above, the

Transferor Companies shall stand dissolved without the process of winding up.

7. EMPLOYEES OF TRANSFEROR COMPANIES

a. All the employees of the Transferor Companies in service on the date immediately preceding the date on which the Scheme finally takes

effect, i.e., the Effective Date, shall become the employees of the Transferee Company on such date without any break or interruption in service and upon terms and conditions not less favourable than those

subsisting in the concerned Transferor Company on the said date.

b. Provident Fund, Gratuity Fund, Superannuation Fund and any other special fund or trusts created or existing for the benefit of the

employees of the Transferor Companies, if any, upon the Scheme becoming finally effective, the Transferee Company shall stand substituted for the Transferor Companies for all purposes and intents,

whatsoever, relating to the administration or operation of such schemes or funds or in relation to the obligation to make contributions

to the said funds in accordance with the provisions of such funds. It is the intent that all the rights, duties, powers and obligations of the Transferor Companies in relation to such funds shall become those of

the Transferee Company. It is clarified that the services of the employees of the Transferor Companies will be treated as having been

continued for the purpose of the aforesaid funds or provisions.

8. CONDUCT OF BUSINESS BY TRANSFEROR & TRANSFEREE COMPANIES

From the Appointed Date until the Effective Date, the Transferor

Companies

a. Shall stand possessed of all its assets and properties referred to in Clause 2 above, in trust for the Transferee Company.

b. Shall be deemed to have carried on business and activities for and on behalf of and for the benefit and on account of the Transferee

Company. Any income or profit accruing to the Transferor Companies and all costs, charges and expenses or loss arising or incurring by the Transferor Companies on and from the Appointed Date shall, for all

purposes and intents, be treated as the income, profits, costs, charges, expenses or loss, as the case may be, of the Transferee

Company. 9. ISSUE OF SHARES BY TRANSFEREE COMPANY

9.1 Upon the Scheme finally coming into effect and in consideration of the

transfer and vesting of all the said assets and liabilities of the Transferor Companies to the Transferee Company in terms of the Scheme, the Transferee Company shall, without any further

application or deed, issue and allot Share(s) to the Shareholders of the Transferor Companies, whose names appear in the Register of

Members as on the Record Date, in the following ratio:

a. The Transferee Company will issue 1 (one) Equity Share of ₹100

each, credited as fully paid up, for every 27 (twenty-seven)

Equity Shares of ₹10 each held in the Transferor Company No. 1-

Sterile API Pvt Ltd.

b. The Transferee Company will issue 5 (five) Equity Shares of ₹100

each, credited as fully paid up, for every 4 (four) Equity Shares of ₹10 each held in the Transferor Company No. 2-Bluestar

Dealers Pvt Ltd.

c. The Transferee Company will issue 1 (one) Equity Share of ₹100

each, credited as fully paid up, for every 72 (seventy-two) Equity Shares of ₹10 each held in the Transferor Company No. 3-Sach

Technology Pvt Ltd.

d. The Transferee Company will issue 1 (one) Equity Share of ₹100

each, credited as fully paid up, for every 104 (one hundred four) Equity Shares of ₹10 each held in the Transferor Company No. 4-

Avenue Gems & Jewels Pvt Ltd.

9.2 Any fraction of share arising out of the aforesaid share exchange process, if any, will be rounded off to nearest whole number.

9.3 The Equity Shares to be issued in terms of Para 9.1 above shall be subject to the provisions of the Memorandum and Articles of

Association of the Transferee Company. New Equity Shares shall rank

pari passu in all respects, including dividend, with the existing Equity Shares of the Transferee Company.

9.4 The issue and allotment of Equity Shares by the Transferee Company,

as provided in this Scheme, is an integral part thereof. The members of the Transferee Company, on approval of the Scheme, shall be

deemed to have given their approval under sections 42 & 62 of the Companies Act, 2013, and other applicable provisions, if any, for issue of fresh Equity Shares in terms of this Scheme.

9.5 It is, however, clarified that provisions of this Scheme with regard to

issue of shares by the Transferee Company will not apply to the share application money, if any, which may remain outstanding in the Transferor Companies.

10. Upon this Scheme becoming finally effective:

a. Entire Issued Share Capital and share certificates of the Transferor

Companies shall automatically stand cancelled. Shareholders of the

Transferor Companies will not be required to surrender the Share Certificates held in the Transferor Companies.

b. Cross holding of shares between the Transferor Companies; and

between the Transferor Companies and the Transferee Company on

the record date, if any, shall stand cancelled. Approval of this Scheme by the Shareholders and/or Creditors of the Transferor and the

Transferee Companies, as the case may be, and sanction by the Tribunal under section 230 and 232 of the Companies Act, 2013, shall be sufficient compliance with the provisions of sections 66 of the

Companies Act, 2013, and other applicable provisions, if any, relating to the reduction of share capital on cancellation of cross holding, if

any. Such reduction would not involve either the diminution of any liability in respect of un-paid share capital or the payment to any shareholder of any paid-up share capital.

c. In terms of the provisions of section 232(3)(i) of the Companies Act,

2013, the authorised share capital of the Transferor Companies shall be added to and shall form part of the authorised share capital of the Transferee Company. Accordingly, the authorised share capital of the

Transferee Company shall stand increased to the extent of the aggregate authorised share capital of the Transferor Companies as on

the effective date, without payment of any fees or charges to the Registrar of Companies and/or to any other government authority.

Clause V of the Memorandum of Association and relevant article(s) of the Articles of Association of the Transferee Company shall stand modified to give effect to the aforesaid increase in the authorised

capital of the Transferee Company without any further approval.

d. Save as provided in Para 10.c above, the Transferee Company shall increase/modify its Authorized Share Capital for implementing the terms of the Scheme, to the extent necessary.

11. ACCOUNTING FOR AMALGAMATION

Upon the Scheme becoming effective, amalgamation of the Transferor Companies with the Transferee Company will be accounted for in

accordance with the applicable provisions of the Companies Act, 2013, Accounting Standards prescribed under section 133 of the Companies Act,

2013, and Generally Accepted Accounting Principles in India (Indian GAAP), as the case may be.

In terms of the Accounting Standard (AS) 14, amalgamation of the Transferor Companies with the Transferee Company will be accounted in

the following manner:

a. The amalgamation shall be an ‘amalgamation in the nature of merger’

as defined in the Accounting Standard (AS) 14 as prescribed under the Companies (Accounting Standards) Rules, 2006, and shall be

accounted for under the ‘pooling of interests’ method in accordance with the said AS-14.

b. Accordingly, all the assets and liabilities recorded in the books of the Transferor Companies shall be transferred to and vested in the

Transferee Company pursuant to the Scheme and shall be recorded by the Transferee Company at the respective book values as reflected in the books of the Transferor Companies as on the Appointed Date.

c. Cross investments or other inter-company balances, if any, will stand

cancelled.

d. All the reserves of the Transferor Companies under different heads

shall become the corresponding reserves of the Transferee Company. Similarly, balance in the Profit & Loss Accounts of the Transferor and

Transferee Companies will also be clubbed together.

e. In accordance with the Accounting Standard 14, any deficit arising out

of amalgamation (including on account of cancellation of cross holdings or any other inter-company balances) shall be adjusted

against reserves and surplus, if any, in the books of the Transferee Company. Whereas any surplus arising out of Amalgamation (including on account of cancelling of cross holdings or any other

inter-company balances) shall be credited to capital reserve.

f. Accounting policies of the Transferor Companies will be harmonized with that of the Transferee Company following the amalgamation.

It is, however, clarified that in case of applicability of the Ind AS as prescribed under the Companies (Indian Accounting Standards) Rules,

2015, amalgamation of the Transferor Companies with the Transferee Company will be accounted for in the manner as provided in the

applicable Ind AS.

12. APPLICATION TO NATIONAL COMPANY LAW TRIBUNAL

a. The Transferor Companies shall make joint/separate applications/ petitions under the provisions of sections 230 & 232 of the Companies

Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the National Company Law Tribunal

Rules, 2016, and other applicable provisions, if any, to the Hon'ble National Company Law Tribunal for sanctioning of this Scheme, dissolution of the Transferor Companies without the process of

winding up and other connected matters.

b. The Transferee Company shall also make joint/separate application(s)/petition(s) under the provisions of sections 230 & 232 of the Companies Act, 2013, the Companies (Compromises,

Arrangements and Amalgamations) Rules, 2016, the National Company Law Tribunal Rules, 2016 and other applicable provisions, if

any, to the Hon'ble National Company Law Tribunal for sanctioning of this Scheme and other connected matters.

13. MODIFICATIONS/AMENDMENTS TO THE SCHEME

a. The Transferor Companies and the Transferee Company through their respective Board of Directors may make or assent, from time to time, on behalf of all persons concerned, to any modifications or

amendments to this Scheme or to any conditions or limitations which the Tribunal and/or any authorities under the law may deem fit to

approve of or impose and to resolve all doubts or difficulties that may arise for carrying out this Scheme and to do and execute all acts, deeds, matters and things necessary for carrying the Scheme into

effect.

b. In order to give effect to this Scheme or to any modifications or amendments thereof, the Board of Directors of the Transferee Company may give and are authorised to give all such directions as

may be necessary including directions for settling any question, doubt or difficulty that may arise.

c. The Transferor Companies and/or the Transferee Company shall be at

liberty to withdraw from this Scheme in case any condition, alteration

or modification, imposed or suggested by the Tribunal or any other competent authority, is not acceptable to them; or as may otherwise

be deemed fit or proper by any of these Companies. The Transferor Companies and/or the Transferee Company will not be required to

assign the reason for withdrawing from this Scheme. 14. INTERPRETATION

If any doubt or difference or issue arises between the Transferor

Companies and the Transferee Company or any of their Shareholders or Creditors and/or any other person as to the construction hereof or as to anything else contained in or relating to or arising out of this Scheme, the

same shall be referred to Mr Rajeev K Goel, LLB, FCS, Advocate, 785, Pocket-E, Mayur Vihar II, NH-24, Delhi 110 091, Phone 93124 09354, e-

mail: [email protected] whose decision shall be final and binding on all concerned.


15. EXPENSES CONNECTED WITH THE SCHEME

All costs, charges and expenses of the Transferor Companies and the Transferee Company incurred in relation to or in connection with this

Scheme or incidental to the completion of the Amalgamation of the Transferor Companies with the Transferee Company in pursuance of this

Scheme, shall be borne and paid by the Transferee Company. However, in the event of the Scheme becoming invalid for any reason whatsoever, all costs, charges and expenses relating to the amalgamation exercise or

incidental thereto shall be borne and paid by the respective Companies incurring the same.

___________________

STERILE API PRIVATE LIMITEDCIN: U17121DL2007PTC168198BALANCE SHEET AS AT 31ST DECEMBER, 2017

NOTE As atNO. 31st December 2017

(Rs.)

I. EQUITY AND LIABILITIES(1) Shareholders’ Funds

Share Capital 1 31,881,800 Reserves and Surplus 2 57,012,378

88,894,178 (2) Current Liabilities

Short Term Borrowings 3 62,340,000 Trade Payables 4 27,261,374 Other Current Liabilities 5 1,698,149

91,299,523

TOTAL (1+2) 180,193,702 II. ASSETS(1) Non-Current Assets

Property, Plant and Equipment 6 140,804,477 Capital Work In Progress 7 - Deferred Tax Assets (Net) 8 20,363,317 Long Term Loans & Advances 9 582,250

161,750,044

(2) Current AssetsTrade Receivables 10 16,815 Cash and Bank Balances 11 5,271,768 Short Term Loans & Advances 12 13,121,500 Other Current Assets 13 33,575

18,443,658

TOTAL (1+2) 180,193,702

Notes to Financial Statements 1 to 21

The accompanying notes form an integral part of the Financial Statements

Sd/- Sd/- (SANJEEV GOEL) (NALESH GUPTA) Director Director

DIN: 00370189 DIN: 05154036

Place : DelhiDate : January 05, 2018

PARTICULARS

For STERILE API PRIVATE LIMITED

STERILE API PRIVATE LIMITEDCIN: U17121DL2007PTC168198STATEMENT OF PROFIT AND LOSS FOR THE PERIOD ENDED 31ST DECEMBER, 2017

PARTICULARS NOTE Period endedNO. 31st December 2017

(Rs.)

INCOMERevenue From Operations (Gross) 14 199,422,153 Less: Excise Duty 384,342 Revenue From Operations (Net) 199,037,811

Total Revenue ( I ) 199,037,811

EXPENSESCost of Material Consumed 15 196,681,481 Employee Benefits Expense 16 3,641,132 Finance Costs 17 942,232 Depreciation & Amortization Expense 6 10,410,148 Other Expenses 18 16,178,389 Total expenses ( II ) 227,853,383

Profit/(Loss) Before Tax and prior period items ( I-II ) (28,815,572)

Less: Tax Expense:(i) Current Tax - (ii) Deferred Tax Charge / (Credit) (10,317,093) Profit/(Loss) after tax but before prior period items (18,498,479)

Less: Prior Period ItemsPrior Period Expense 19 54,837

54,837

Profit/(Loss) for the period (18,553,316)

Basic Earnings Per Equity Share 20 (5.82)




DIN: 00370189 DIN: 05154036



STERILE API PRIVATE LIMITEDCIN: U17121DL2007PTC168198NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31ST DECEMBER 2017

PARTICULARS

NOTE - 1SHARE CAPITAL

No. of shares as at As at31st December 2017 31st Mar 2017 31st December 2017

Authorised share capital *Equity shares of Rs. 10/- each 3,188,200 100,000 31,882,000 Preference Shares of Rs. 100/- each 310,000 - 31,000,000

3,498,200 100,000 62,882,000

Issued, subscribed & paid up share capital Equity shares, fully paid up of Rs. 10/- eachIssued & paid up at the beginning of the period: 88,180 88,180 881,800 Add: Conversion of Preference to Equity**: 3,100,000 31,000,000 Add: Issued & paid up during the period: - - - Issued & paid up at the end of the period: 3,188,180 88,180 31,881,800

Details of shareholders holding more than 5% shares:

PARTICULARSNo. of Shares % held No. of Shares

Equity Shares, fully paid up of Rs. 10/- eachSterile India Pvt. Ltd 2,501,000 78.45 Sanjeev Goel 617,765 19.38 17,765

Terms / rights attached to Equity Shares

As at31st Mar 2017

As at31st December 2017

*The Company in Extra-Ordinary General Meeting held on 24th July, 2017 increased and altered its Authorised Share Capital from theexisting Rs 3,65,00,000 (Rupees Three Crores Sixty Five Lakhs) divided into 1,00,000 (One Lakh) equity shares of Rs 10 each and3,55,000 (Three Lakhs Fifty Five Thousand) Preference Shares of Rs 100 each, to Rs 6,28,82,000 (Rupees Six Crores Twenty EightLakhs Eighty Two Thousand) divided into 31,88,200 (Thirty One Lakhs Eighty Eight Thousand Two Hundred) equity shares of Rs 10each and 3,10,000 (Three Lakhs Ten Thousand) Prefernce Shares of Rs 100 each and the Company during the period re-classified

exisiting 45,000 (Forty Five Thousand) Preference Shares of Rs 100 each into 4,50,000 (Four Lakh Fifty Thousand) Equity Shares of Rs

10 each.

** The Company during the period converted 31,000.(Thirty One Thousand) Preference Shares of Rs 100 each into 31,00,000 (ThirtyOne Lakh) Equity Shares of Rs 10 each.

The Company has only one class of equity shares having a par value of Rs. 10/- per share. All the Equity Shares carry the same rightswith respect to voting, dividends etc.In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company,after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by theshareholders.


PARTICULARS

NOTE - 2 As atRESERVES AND SURPLUS 31st December 2017Securities Premium Reserve

Opening Balance 106,978,200 Addition during the period - Closing Balance (A) 106,978,200

Surplus / (deficit) in the statement of profit & lossBalance as per last year (31,412,506) Add: Profit/ (Loss) after tax for period (18,553,316) Net surplus/ (deficit) (B) (49,965,822)

TOTAL RESERVES AND SURPLUS (A)+(B) 57,012,378

NOTE - 3 As atSHORT TERM BORROWINGS 31st December 2017Loans repayable on demand

Unsecured Loan:Loans from related parties (unsecured) 62,340,000

62,340,000

NOTE - 4 As atTRADE PAYABLES 31st December 2017

Total outstanding dues of micro and small enterprises - Total outstanding dues of creditors other than micro and small enterprises 27,261,374

27,261,374

NOTE - 5 As atOTHER CURRENT LIABILITIES 31st December 2017Interest accrued but not due on borrowings 940,137 Others Payables

Statutory Dues Payable 167,788 Expenses Payable 590,224

1,698,149

NOTE - 8 As atDEFERRED TAX ASSETS (NET) 31st December 2017Deferred tax Assets on account of:

9,531,483 12,820,286

Less: Deferred tax liability on account of:1,988,452

20,363,317

-- Fixed Assets: Impact of difference between tax depreciation and depreciation charged for financial reporting

-- Impact of Business Loss carried forward-- Impact of Unabsorbed Depreciation

STERILE API PRIVATE LIMITEDCIN: U17121DL2007PTC168198NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31ST DECEMBER, 2017

NOTE - 6PROPERTY, PLANT AND EQUIPMENT

Net Block

Sr. No Particulars As on 01-04-2017

Addition during the

period

Sales/ Adjustment during the period

As on 31-12-2017

As on 01-04-2017

During the period

Adjustment during the

period

As on 31-12-2017

As on 31-12-2017

Tangible Assets1 Land 35,966,039 1,222,300 37,188,339 - - - 37,188,339

2 Plant and Machinery 80,723,283 45,443,841 - 126,167,124 33,023,014 8,889,940 - 41,912,954 84,254,170

3 Furniture and fittings 290,000 - - 290,000 203,302 17,737 221,039 68,961

4 Electrical Installations and Equipment 1,392,032 - 1,392,032 167,215 239,753 406,968 985,064

5 Hydraulic works, pipelines and sluices 2,536,521 2,536,521 142,119 251,863 393,982 2,142,539

6 Building - 17,176,259 - 17,176,259 1,010,855 1,010,855 16,165,404

TOTAL 120,907,875 63,842,400 - 184,750,276 33,535,650 10,410,148 - 43,945,798 140,804,477

NOTE - 7Capital Work in Progress

Net Block


Addition during the

period


As on 31-12-2017

As on 01-04-2017

During the period

Adjustment during the

period

As on 31-12-2017

As on 31-12-2017

1 Building Under Construction 16,276,569 899,690 17,176,259 - - - - - - 2 Plant & Machinery WIP 39,521,909 - 39,521,909 - - - - - -

Grand Total 55,798,478 899,690 56,698,168 - - - - - -

Sd/- Sd/-(SANJEEV GOEL) (NALESH GUPTA)Director DirectorDIN: 00370189 DIN: 05154036

Gross Block Accumulated Depreciation

Gross Block Accumulated Depreciation



PARTICULARS

NOTE - 9 As atLONG TERM LOANS & ADVANCES 31st December 2017(Unsecured, considered good)

Security Deposit 582,250 582,250

NOTE - 10TRADE RECEIVABLESUnsecured, considered good

Debts outstanding for a period exceeding six months - Others 16,815

16,815

Debts due by Companies where Company's Director is a Director or member 16,815

NOTE - 11 As atCASH AND BANK BALANCES 31st December 2017Cash and Cash Equivalents

Cash in hand (as certified by the management) 1,133,266 Balance with Banks 4,138,502

5,271,768

NOTE - 12 As atSHORT TERM LOANS & ADVANCES 31st December 2017Unsecured, Considered good

OthersAdvances recoverable in cash or in kind or for value to be received and/or adjusted- Suppliers and Service Providers 3,057,620

Tax Credit 10,063,880 13,121,500

NOTE - 13 As atOTHER CURRENT ASSETS 31st December 2017Interest Accrued on Security Deposit 33,575

33,575

NOTE - 14 Period endedREVENUE FROM OPERATIONS (GROSS) 31st December 2017Sale of Products 199,422,153

199,422,153


PARTICULARS

NOTE - 15 Period endedCOST OF MATERIAL CONSUMED 31st December 2017Raw Materials

Inventories at the beginning of the year: - Add: Purchases 196,681,481

196,681,481 Less: Inventories at the end of the period:

Cost of raw materials Consumed 196,681,481

Total cost of material consumed 196,681,481

NOTE - 16 Period endedEMPLOYEE BENEFITS EXPENSE 31st December 2017

Salaries & Wages 3,417,502 Employer's Contribution to PF & ESI 189,220 Employer's Contribution to Labour Welfare Fund 3,960 Staff Welfare expenses 30,450

3,641,132

NOTE - 17 Period endedFINANCE COSTS 31st December 2017

Interest Expense 2,095 Interest on Unsecured Loan 940,137

942,232

NOTE - 18 Period endedOTHER EXPENSES 31st December 2017

Power & Fuel 14,848,711 Repair & Maintenance Expenses - Plant & Machinery 108,134 Legal & Professional Charges 2,190 Audit Fees 75,000 Miscellaneous Expenses 1,144,354

16,178,389

NOTE - 19PRIOR PERIOD EXPENSES

Maintenance charges 54,837 54,837

NOTE - 20 Period endedEARNINGS PER SHARE 31st December 2017Net Profit/(Loss) attributable to Equity Shareholders (Rs.) (18,553,316) Weighted Average Number of Equity Shares 3,188,180 Basic Earnings Per Equity Share (Rs.) (5.82) Nominal Value Per Equity Share (Rs.) 10.00



DIN: 00370189 DIN: 05154036Place : DelhiDate : January 05, 2018

Refer

Note No. AS AT 31.12.2017 AS AT

31.03.2017

I. EQUITY AND LIABILITIES

1 Shareholders’ funds(a) Share capital 1 1,288,000.00 1,288,000.00 (b) Reserves and surplus 2 119,758,578.38 118,975,871.38 (c) Money received against share warrants - -

2 Share application money pending allotment

3 Non-current liabilities

(a) Long-term borrowings - - (b) Deferred tax liabilities (Net) - - (c) Other Long term liabilities - - (d) Long-term provisions - -

4 Current liabilities(a) Short-term borrowings 3 70,000.00 40,000.00 (b) Trade payables - - (c) Other current liabilities 4 57,500.00 82,500.00 (d) Short-term provisions 5 42,513.00 12,376.00

121,216,591.38 120,398,747.38

II. ASSETS

Non-current assets 1 (a) Fixed assets

(i) Tangible assets - - (ii) Intangible assets - - (iii) Capital work-in-progress - - (iv) Intangible assets under development - -

(b) Non-current investments 6 81,148,000.00 81,148,000.00 (c) Deferred tax assets (net) - - (d) Long-term loans and advances 7 39,740,000.00 39,040,000.00 (e) Other non-current assets - -

2 Current assets(a) Current investments(b) Inventories - - (c) Trade receivables 8 150,480.00 98,325.00 (d) Cash and cash equivalents 9 153,349.38 107,247.38 (e) Short-term loans and advances - - (f) Other current assets 10 24,762.00 5,175.00

TOTAL 121,216,591.38 120,398,747.38

The accompanying notes form an integral part of the standalone financial statements

Date:- 05.01.2018Place:- Delhi

Sd/- Sd/- (Vidya Sagar Aggarwal) (Prem chand Goel)

Director DirectorDIN:- 06673575 DIN:- 02822907

For and on behalf of the Board

P A R T I C U L A R S

BLUESTAR DEALERS PRIVATE LIMITED1705/5,1st Floor, Bhagirath Palace, Chandni Chowk, Delhi-110006

Unaudited Balance Sheet as on 31.12.2017CIN: U51909DL2009PTC267614


Refer Note No.

Figures for the current reporting period

Figures for the previous reporting period

I. Revenue from operations - -

II. Other Income 11 865,872.00 700,099.00

III. Total Revenue (I + II) 865,872.00 700,099.00

IV. Expenses:Cost of materials consumed - - Purchases of Stock-in-Trade - - Changes in inventories of finished goods work-in-progress and Stock-in-Trade - - Employee benefits expense 12 20,416.00 25,784.00 Finance costs - - Depreciation and amortization expense - - Other expenses 13 32,612.00 39,755.00

Total expenses 53,028.00 65,539.00

V. Profit before exceptional and extraordinary items and tax (III-IV) 812,844.00 634,560.00

VI. Exceptional items - -

VII. Profit before extraordinary items and tax (V - VI) 812,844.00 634,560.00

VIII. Extraordinary Items - -

IX. Profit before tax (VII- VIII) 812,844.00 634,560.00

X Tax expense:(1) Current tax 30,137.00 12,376.00 (2) Deferred tax - -

XI Profit (Loss) for the period from continuing

operations (IX-X) 782,707.00 622,184.00

XII Profit/(loss) from discontinuing operations - -

XIII Tax expense of discontinuing operations - -

XIVProfit/(loss) from Discontinuing operations (after tax) (XII-XIII) - -

XV Profit (Loss) for the period (XI + XIV) 782,707.00 622,184.00 XVI Earnings per equity share:

(1) Basic (2) Diluted






CIN: U51909DL2009PTC267614

BLUESTAR DEALERS PRIVATE LIMITED

Unaudited Profit and loss statement for the year ended 31ST DECEMBER 20171705/5,1st Floor, Bhagirath Palace, Chandni Chowk, Delhi-110006

P A R T I C U L A R S AS ON 31.12.2017 AS ON 31.3.2017

NOTE: 1Share Capital

Authorised Capital 1,290,000.00 1,290,000.00 129000 Equity Shares of Rs.10/ each 1,290,000.00 1,290,000.00

Issued Subscribed & Paid up Capital128800 Equity Shares Of Rs. 10/-each fully paid up 1,288,000.00 1,288,000.00

1,288,000.00 1,288,000.00

Details of shares held No of shares held No of shares held M/s Sach Technology Private Limited 64,150.00 64,150.00 M/s Avenue Gems & Jewels Private Limited 64,150.00 64,150.00

128,300.00 128,300.00

NOTE: 2Reserves & Surplus

a) Securities Premium accountOpeining Balance 117,612,000.00 117,612,000.00 Add: Premium on Share issued during the year - - others (give detail) - - Closing Balance A 117,612,000.00 117,612,000.00 Surplus (Profit /Loss)Balance brought forward from last year 1,363,871.38 741,687.38 Add: Profit / (Loss) for the year 782,707.00 622,184.00 Approrpiations - - Closing Balance B 2,146,578.38 1,363,871.38 Total (A+ B) 119,758,578.38 118,975,871.38

NOTE:3Short Term borrowingsUnsecured LoansFrom Companies - - From Directors & their relatives 70,000.00 40,000.00

70,000.00 40,000.00

NOTE: 4Other current liabilitiesExpenses Payable 57,500.00 82,500.00

- - 57,500.00 82,500.00

NOTE: 5Short Term ProvisionsProv for Income Tax 42,513.00 12,376.00

42,513.00 12,376.00


Director Director DIN:- 06673575 DIN:- 02822907

NOTES FORMING PART OF BALANCE SHEET AS ON 31ST DECEMBER, 2017



P A R T I C U L A R S AS ON 31.12.2017 AS ON 31.3.2017NOTE: 6Non-current investmentsA) Other Investment a) Investment in equity instrumentsi) of other entities 81,148,000.00 81,148,000.00

b) Other non-current investment - -

81,148,000.00 81,148,000.00

NOTE: 7Long-term loans and advancesi) Other Loans and Advances ‐ Sterile API 39,040,000.00 39,040,000.00 ii) Loan to others 700,000.00 -

39,740,000.00 39,040,000.00

NOTE: 8Trade Receivables(Unsecured Considered Good)Outstanding for a period exceeding six months - - Other Debtors 150,480.00 98,325.00

150,480.00 98,325.00

NOTE: 9Cash and cash equivalents(a) Cash in hand 2,796.00 824.00 (b) Balances with Scheduled Banks

Current Account 150,553.38 106,423.38

153,349.38 107,247.38

NOTE: 10Other Current AssetsTDS 13,095.00 5,175.00 Interest Recievable 11,667.00

24,762.00 5,175.00




NOTES FORMING PART OF BALANCE SHEET AS ON 31ST DECEMBER , 2017



NOTE: 11Other IncomeDividend 695,805.00 596,404.00 Commission Income 158,400.00 103,500.00 Income Tax Refund - 195.00 Interest Income 11,667.00

865,872.00 700,099.00

NOTE: 12Employee benefits expenseSalary 17,850.00 23,800.00 Staff Welfare 2,566.00 1,984.00

20,416.00 25,784.00

NOTE: 13Other ExpensesAccounting Charges 5,175.00 6,000.00 Audit Fees - 20,000.00 Bank Charges - 115.00 Conveyance Exp. 3,395.00 4,120.00 Filing Expenses 14,400.00 - Printing & Stationary 2,269.00 1,806.00 Travelling Exp. 3,851.00 3,802.00 Telephone Exp. 3,522.00 3,912.00

32,612.00 39,755.00





NOTES FORMING PART OF PROFIT AND LOSS ACCOUNT AS ON 31ST DECEMBER, 2017

Refer

Note No. AS AT

31.12.2017 AS AT

31.03.2017


1 Shareholders’ funds(a) Share capital 1 220,000.00 220,000.00 (b) Reserves and surplus 2 114,182.47 309.52 (c) Money received against share warrants - -



(a) Long-term borrowings (b) Deferred tax liabilities (Net) 2,842.00 (c) Other Long term liabilities - - (d) Long-term provisions - -

4 Current liabilities(a) Short-term borrowings 3 43,500.00 87,000.00 (b) Trade payables 4 12,150.00 15,000.00 (c) Other current liabilities - (d) Short-term provisions 5 53,195.00 18,979.00

443,027.47 344,130.52

II. ASSETS


(i) Tangible assets - 1,933.30 (ii) Intangible assets - - (iii) Capital work-in-progress - - (iv) Intangible assets under development - -

(b) Non-current investments 6 128,300.00 128,300.00 (c) Deferred tax assets (net) - - (d) Long-term loans and advances - - (e) Other non-current assets - -

2 Current assets(a) Current investments(b) Inventories - - (c) Trade receivables 7 267,710.00 87,875.00 (d) Cash and cash equivalents 8 32,927.47 121,397.22 (e) Short-term loans and advances - (f) Other current assets 9 14,090.00 4,625.00

TOTAL 443,027.47 344,130.52



(Sanjeev Goel) Director

DIN: 00370189

(Vidya Sagar Aggarwal) Director

DIN: 06673575


SACH TECHNOLOGY PRIVATE LIMITED1705/5,F/F, Bhagirath Palace, Delhi-110006

Unaudited Balance Sheet as on 31.12.2017


CIN NO. U72900DL2009PTC267543

Sd/- Sd/-

P A R T I C U L A R SRefer Note

No. Figures for the current reporting period



II. Other Income 10 189,300.00 92,500.00

III. Total Revenue (I + II) 189,300.00 92,500.00

IV. Expenses:Cost of materials consumed - - Purchases of Stock-in-Trade - -

Changes in inventories of finished goods work-in-progress and Stock-in-Trade - - Employee benefits expense - - Finance costs - - Depreciation and amortization expense - 875.00 Other expenses 11 44,053.05 30,567.65

Total expenses 44,053.05 31,442.65

V.Profit before exceptional and extraordinary items and tax (III-IV) 145,246.95 61,057.35


VII. Profit before extraordinary items and tax (V - VI) 145,246.95 61,057.35


IX. Profit before tax (VII- VIII) 145,246.95 61,057.35

X Tax expense:(1) Current tax 34,216.00 18,979.00 (2) Deferred tax (2,842.00) (1,136.44) (3) Provision for Tax W/o related to prior years - -

XIProfit (Loss) for the period from continuing operations (IX-X) 113,872.95 43,214.79



XIV Profit/(loss) from Discontinuing operations (after tax) (XII-XIII) - -

XV Profit (Loss) for the period (XI + XIV) 113,872.95 43,214.79 XVI Earnings per equity share:

(1) Basic - (2) Diluted -



Sd/- (Sanjeev Goel)




DIN: 06673575

Unaudited Profit and loss statement for the year ended 31ST DECEMBER, 2017

Sd/-

SACH TECHNOLOGY PRIVATE LIMITED1705/5,F/F, Bhagirath Palace, Delhi-110006

CIN NO. U72900DL2009PTC267543



Authorised Capital 220,000.00 220,000.00 22000 Equity Shares of Rs.10/ each 220,000.00 220,000.00

Issued Subscribed & Paid up Capital22000 Equity Shares Of Rs. 10/-each fully paid up 220,000.00 220,000.00

220,000.00 220,000.00

Details of shares held No of shares held No of shares held Sanjeev Goel Huf 9,000.00 9,000.00 Vidya Sagar Aggarwal 4,000.00 4,000.00 Rajni Goel 9,000.00 9,000.00

22,000.00 22,000.00

NOTE: 2Reserves & Surplus - -

A - - Surplus (Profit /Loss)Balance brought forward from last year 309.52 (42,905.27) Add: Profit / (Loss) for the year 113,872.95 43,214.79 Approrpiations - - Closing Balance B 114,182.47 309.52 Total (A+ B) 114,182.47 309.52

NOTE: 3Short-term borrowings Unsecured Loans From Companies - - From Directors & their relatives 43,500.00 87,000.00

43,500.00 87,000.00 NOTE: 4Other current liabilitiesExpenses Payable 12,150.00 15,000.00

12,150.00 15,000.00 NOTE: 5Short - Term ProvisionsProv for Income Tax 53,195.00 18,979.00

53,195.00 18,979.00

Sd/- Sd/- (Sanjeev Goel)




DIN: 06673575

SACH TECHNOLOGY PRIVATE LIMITED

NOTES FORMING PART OF BALANCE SHEET AS ON 31ST DECEMBER 2017

AS ON 31.12.2017 AS ON 31.3.2017NOTE: 6Non- current investment(a) Investment Property (specify nature), (net off accumulated - - depreciation and impairement, if any)

(b) Investment in equity instruments (give details separately for fully/partly paid of instruments)

(i) of subsidiaries - - (ii) of associates - - (iii) of joint venture companies - - (iv) of controlled special purpose entities - - (v) of other entities (give details) 128,300.00 128,300.00

128,300.00 128,300.00

NOTE: 7Trade Receivables(Unsecured considered Good)Outstanding for a period exceeding six months - - Other Debts 267,710.00 87,875.00

267,710.00 87,875.00

NOTE: 8Cash and cash equivalents(a) Cash in hand 1,536.00 89,682.00 (b) Balances with Scheduled Banks 31,391.47 31,715.22

32,927.47 121,397.22

NOTE: 9Other Current AssetsTDS 14,090.00 4,625.00

14,090.00 4,625.00

Sd/- Sd/- (Vidya Sagar Aggarwal) (Sanjeev Goel)

Director DirectorDIN: 06673575 DIN: 00370189




NOTES FORMING PART OF BALANCE SHEET AS ON 31ST DECEMBER 2017


NOTE: 10Other IncomeCommission Income 189,300.00 92,500.00 -

189,300.00 92,500.00 NOTE: 11Other ExpensesAudit Fees - 15,000.00 Accounting Charges 6,600.00 4,000.00 Bank Charges 323.75 114.88 Filling Fees 10,800.00 - Legal & Professional Exp. 8,250.00 5,000.00 Misc. Exp. 7,250.00 4,394.00 Other Expenses 1,058.00 2,058.77 Assets written Off 1,933.30 - Conveyance expenses 1,988.00 - Telephone Expenses 350.00 - Printing and Stationary 5,500.00 -

44,053.05 30,567.65

Sd/- Sd/- (Vidya Sagar Aggarwal) (Sanjeev Goel)





Refer Note No.

AS AT 31.12.2017

AS AT 31.03.2017


1 Shareholders’ funds(a) Share capital 1 100,000.00 100,000.00 (b) Reserves and surplus 2 45,341.00 (28,999.00) (c) Money received against share warrants - -



(a) Long-term borrowings 3 64,000.00 54,000.00 (b) Deferred tax liabilities (Net) - - (c) Other Long term liabilities - - (d) Long-term provisions - -

4 Current liabilities(a) Short-term borrowings - - (b) Trade payables - - (c) Other current liabilities 4 4,560.00 10,000.00 (d) Short-term provisions 5 25,781.00 -

239,682.00 135,001.00

II. ASSETS


(i) Tangible assets - - (ii) Intangible assets - - (iii) Capital work-in-progress - - (iv) Intangible assets under development - -

(b) Non-current investments 6 128,300.00 128,300.00 (c) Deferred tax assets (net) - - (d) Long-term loans and advances - - (e) Other non-current assets - -

2 Current assets(a) Current investments(b) Inventories - - (c) Trade receivables 7 103,250.00 - (d) Cash and cash equivalents 8 1,382.00 6,701.00 (e) Short-term loans and advances - - (f) Other current assets 9 6,750.00 -

TOTAL 239,682.00 135,001.00


Date: 05.01.2018 For and on behalf of the BoardPlace: Delhi

Sd/- Sd/- (Hema Gupta) (Sanjeev Goel)



AVENUE GEMS & JEWELS PRIVATE LIMITED1705/05,3rd Floor, Bhagirath Palace, North Delhi, Delhi-110006

Unaudited Balance Sheet as on 31.12.2017CIN U52100DL2009PTC189939


Refer Note No.

Figures for the current reporting period



II. Other Income 10 1,35,000.00 22,500.00

III. Total Revenue (I + II) 1,35,000.00 22,500.00

IV. Expenses:Cost of materials consumed - Purchases of Stock-in-Trade - - Changes in inventories of finished goods work-in-progress and Stock-in-Trade - - Employee benefits expense - - Finance costs - - Depreciation and amortization expense - - Other expenses 11 34,879.00 23,086.00

Total expenses 34,879.00 23,086.00

V. Profit before exceptional and extraordinary items and tax (III-IV) 1,00,121.00 (586.00)


VII. Profit before extraordinary items and tax (V - VI) 1,00,121.00 (586.00)


IX. Profit before tax (VII- VIII) 1,00,121.00 (586.00)

X Tax expense:(1) Current tax 25,781.00 - (2) Deferred tax - -

XI Profit (Loss) for the period from continuing operations (IX-X) 74,340.00 (586.00)



XIVProfit/(loss) from Discontinuing operations (after tax) (XII-XIII) - -

XV Profit (Loss) for the period (XI + XIV) 74,340.00 (586.00) XVI Earnings per equity share:

(1) Basic - (2) Diluted -


Date: 05.01.2018 For and on behalf of the BoardPlace: Delhi



AVENUE GEMS & JEWELS PRIVATE LIMITED

Unaudited Profit and loss statement for the period ended 31ST DECEMBER 2017CIN U52100DL2009PTC189939

1705/05,3rd Floor, Bhagirath Palace, North Delhi, Delhi-110006



Authorised Capital 1,00,000.00 1,00,000.00 10000 Equity Shares of Rs.10/ each 1,00,000.00 1,00,000.00

Issued Subscribed & Paid up Capital10000 Equity Shares Of Rs. 10/- Each Fully Paid 1,00,000.00 1,00,000.00

1,00,000.00 1,00,000.00

Details of shares held No of shares held No of shares held Sanjeev Goel HUF 6,000.00 6,000.00 Rajni Goel 4,000.00 4,000.00

10,000.00 10,000.00

NOTE: 2Reserves & Surplus - -

A - - Surplus (Profit /Loss)Balance brought forward from last year (28,999.00) (28,413.00) Add: Profit / (Loss) for the year 74,340.00 (586.00) Approrpiations - - Closing Balance B 45,341.00 (28,999.00) Total (A+ B) 45,341.00 (28,999.00)

NOTE: 3Long-term borrowingsUnsecured Loans - - From Companies - - From Directors & their relatives 64,000.00 54,000.00

64,000.00 54,000.00

NOTE: 4Other current liabilitiesExpenses Payable 4,560.00 10,000.00

4,560.00 10,000.00 NOTE: 5Short Term ProvisionsProv for Income Tax 25,781.00 -

25,781.00 -


Sd/- Sd/- (Hema Gupta) (Sanjeev Goel) Director Director DIN: 06673595 DIN: 00370189

NOTES FORMING PART OF BALANCE SHEET AS ON 31st DECEMBER, 2017


P A R T I C U L A R S AS ON 31.12.2017 AS ON 31.3.2017NOTE: 6Non- current investment(a) Investment Property (specify nature), (net off accumulated - - depreciation and impairement, if any)

(b) Investment in equity instruments (give details separately for fully/partly paid of instruments)

(i) of subsidiaries - - (ii) of associates 1,28,300.00 1,28,300.00 (iii) of joint venture companies - - (iv) of controlled special purpose entities - - (v) of other entities (give details) - -

1,28,300.00 1,28,300.00

NOTE: 7Trade Receivables(Unsecured Considered Good)Outstanding for a period exceeding six months - - Other Debtors 1,03,250.00 -

1,03,250.00 -

NOTE: 8Cash and cash equivalents(a) Cash in hand 1,382.00 6,701.00

1,382.00 6,701.00

NOTE: 9Other Current Assets(a) TDS 6,750.00 -

6,750.00 -




NOTES FORMING PART OF BALANCE SHEET AS ON 31st DECEMBER, 2017



NOTE: 10Other IncomeOther Income 1,35,000.00 22,500.00

-

1,35,000.00 22,500.00 NOTE: 11Other ExpensesAudit Fees - 10,000.00 Accounting Charges 5,500.00 6,000.00 Filing Exp. 10,800.00 - General Exp. 2,365.00 4,672.00 Printing & Stationary 1,707.00 1,327.00 Travelling Exp. 1,905.00 1,087.00 Salary 8,000.00 - Conveyance Expenses 980.00 - Telephone Expenses 967.00 - Other Expenses 2,655.00 -

34,879.00 23,086.00






STERILE INDIA PRIVATE LIMITEDCIN: U74899DL1989PTC036517

Balance Sheet as at 31st December, 2017

Note As at No. 31st December 2017

(Rs.)

I. EQUITY AND LIABILITIES(1) Shareholders’ funds

Share Capital 1 154,488,800 Reserves and Surplus 2 1,141,906,509

1,296,395,309

(2) Non Current liabilitiesLong Term Provisions 3 5,145,518

5,145,518

(3) Current liabilitiesShort Term Borrowings 4 34,408,011 Trade Payables 5 653,469,707 Other Current Liabilities 6 58,205,046 Short Term Provisions 7 90,151,875

836,234,639

Total 2,137,775,466 II. ASSETS(1) Non-current assets

Property, plant and equipment 8 164,634,942 Intangible Assets 9 21,000 Non-current Investments 10 50,649,620 Deferred tax assets (Net) 11 (2,073,517) Long Term Loans & Advances 12 36,737,913 Other non-current assets 13 2,255,656

252,225,614

(2) Current assetsInventories 14 199,043,173 Trade Receivables 15 1,212,797,772 Cash and Bank Balances 16 245,521,630 Short Term Loans & Advances 17 222,727,690 Other Current Assets 18 5,459,587

1,885,549,852

Total 2,137,775,466



Sd/- Sd/- (SANJEEV GOEL) (RAJNI GOEL) Director Director

DIN: 00370189 DIN: 06487666


Particulars

For STERILE INDIA PRIVATE LIMITED


Statement of Profit and Loss for the period ended 31st December, 2017

Particulars Note Period Ended No. 31st December 2017

(Rs.)

INCOMERevenue From Operations (Gross) 19 2,913,505,318 Less: Excise Duty 76,185,462 Revenue From Operations (Net) 2,837,319,856

Other Income 20 38,316,027 Total Revenue ( I ) 2,875,635,884

EXPENSESCost of Materials Consumed 21 2,232,366,392 (Increase)/Decrease in inventories of Finished Goods 22 (46,419,532) (Increase)/Decrease in inventories of Work-in-Progress 23 6,374,073 Employee Benefits Expense 24 38,868,637 Finance Costs 25 3,708,479 Depreciation & Amortization Expense 26 15,748,482 Other Expenses 27 220,273,909 Total expenses ( II ) 2,470,920,441

Profit/(Loss) Before Tax and prior period items ( I-II ) 404,715,443

Less: Tax Expense:(i) Current Tax 145,779,794 (ii) Deferred Tax Charge / (Credit) 2,487,701

148,267,495

Profit/(Loss) after tax but before prior period items 256,447,948

Profit/(Loss) for the period 256,447,948

Earnings Per Equity ShareBasic and Diluted 28 167.31



Sd/- (SANJEEV GOEL) Director

DIN: 00370189


For Sterile India Private Limited

DIN: 06487666

(RAJNI GOEL) Sd/-

Director


Notes forming part of the Financial Statements for the Period Ended 31st December 2017

Particulars

NOTE - 1SHARE CAPITAL

No. of shares as at As at31st December 2017 31st Mar 2017 31st December 2017

Authorised share capital Equity shares of Rs. 100/- each 2,500,000 2,500,000 250,000,000

Issued, subscribed & paid up share capital Equity shares, fully paid up of Rs. 100/- eachIssued & paid up at the beginning of the period: 1,515,875 1,485,875 151,587,500

Add: Issued & paid up during the period: 29,013 30,000 2,901,300

Issued & paid up at the end of the period: 1,544,888 1,515,875 154,488,800

Details of shareholders holding more than 5% shares:

No. of Shares % heldSanjeev Goel 545,117 35.29 Bluestar Dealers Pvt. Ltd. 397,603 25.74 Rajni Goel 230,213 14.90 Vidya Sagar Aggarwal 211,560 13.69 Sanjeev Goel HUF 91,603 5.93

Terms / rights attached to the equity shares

NOTE - 2 As atRESERVES AND SURPLUS 31st December 2017Securities Premium Reserve

Opening Balance 404,989,500 Addition during the period 147,095,910 Closing Balance 552,085,410

As at31st December 2017Particulars

The Company has only one class of equity shares having a par value of Rs. 100/- per share. All the Equity Shares carry the same rights with respect to voting, dividends etc.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.



Particulars

General ReserveOpening Balance 667,835 Addition during the period - Closing Balance 667,835

Surplus / (deficit) in the statement of profit & lossBalance as per last year 335,959,251 Add: Profit/ (Loss) after tax for period 256,447,948 Amount available for appropriation 592,407,199 Appropriations:Final equity dividend [Amount per share 1.75/- (F.Y 2016-17)] 2,703,554 Tax on equity dividend 550,381 Net surplus/ (deficit) 589,153,264

Total Reserves and Surplus 1,141,906,509

NOTE - 3 As atLONG TERM PROVISIONS 31st December 2017

Provision for retirement benefits 5,145,518 5,145,518

NOTE - 4 As atSHORT TERM BORROWINGS 31st December 2017Loans repayable on demand :

Secured Loans:From banks

Citi Bank - Cash Credit facility 18,408,011 Unsecured Loans:

From related parties or members 16,000,000

34,408,011

NOTE - 5 As atTRADE PAYABLES 31st December 2017Trade Payables

Total outstanding dues of micro and small enterprises - Total outstanding dues of creditors other than micro and small enterprises 653,469,707

653,469,707



Particulars

NOTE - 6 As atOTHER CURRENT LIABILITIES 31st December 2017

Interest accrued but not due on borrowings 555,657 Others Payables

Statutory Dues Payable 19,564,351 Expenses Payable 19,140,707 Advance from Customers 18,944,331

58,205,046

NOTE - 7 As atSHORT TERM PROVISIONS 31st December 2017Provision for retirement benefits 832,296 Others

Provision for Taxation 89,319,579 90,151,875

NOTE - 10 As atNON-CURRENT INVESTMENTS 31st December 2017Trade investment (valued at cost)Unquoted equity instruments (Fully Paid Up)

Sterile API Private Limited(25,01,000 (Previous Year: 1000) equity shares of Rs. 10/- each fully paid-up) 50,649,620

50,649,620

NOTE - 11 As atDEFERRED TAX ASSETS (NET) 31st December 2017Deferred Tax Assets on account of:

2,068,802 Less: Deferred Tax Liabilities on account of:

4,142,319 (2,073,517)

NOTE - 12 As atLONG TERM LOANS & ADVANCES 31st December 2017Unsecured, considered good

Capital advances 36,737,913 36,737,913

-- Impact of retirement benefits charged in the Statement of Profit & Loss in the current yearbut allowed for tax purpose on payment basis

-- Fixed Assets: Impact of difference between tax depreciation and depreciation charged forfinancial reporting


Notes forming part of the Financial Statements for the period ended 31st December 2017

NOTE - 8PROPERTY, PLANT AND EQUIPMENT (Rs.)


Addition during the period


As on 31-12-2017

As on 01-04-2017

During the period upto 31.12.2017

Adjustment during the period

As on 31-12-2017

As on 31-12-2017

Tangible Assets1 Land 62,368,563.00 - - 62,368,563 - - - - 62,368,563.00

2 Building 25,809,975.00 314,537.00 - 26,124,512 11,001,653.00 1,056,141.00 - 12,057,794.00 14,066,718.00

3 Plant and Machinery 112,993,563.00 8,261,364.00 - 121,254,927 41,295,149.00 9,741,860.00 - 51,037,009.00 70,217,918.00

4 Furniture and fittings 526,881.00 349,656.00 - 876,537 301,938.00 63,570.00 - 365,508.00 511,029.00

5 Motor Vehicles 18,136,760.00 60,000.00 - 18,196,760 5,259,104.00 3,042,125.00 - 8,301,229.00 9,895,531.00

6 Office Equipment 1,546,051.00 1,064,550.00 - 2,610,601 703,374.00 556,456.00 - 1,259,830.00 1,350,771.00

7 Computers and data processing units 1,351,031.00 194,745.00 - 1,545,776 1,007,824.00 186,366.82 - 1,194,190.82 351,585.18

8 Laboratory equipment 3,127,292.00 106,250 - 3,233,542 1,970,628 241,356 - 2,211,984 1,021,558.33

9 Electrical Installations and Equipment 7,260,320.00 1,266,723.17 - 8,527,043 4,721,440.00 597,850.00 - 5,319,290.00 3,207,753.17

10 Hydraulic works, pipelines and sluices 4,917,409.00 - - 4,917,409 3,021,636.00 252,258.00 - 3,273,894.00 1,643,515.00

TOTAL 238,037,845 11,617,825 - 249,655,670 69,282,746 15,737,982 - 85,020,728 164,634,942

Note -9

Intangible Assets (Rs.)

As of 01-04-2017


Deduction during the period

As of 31-12-2017

As of 01-04-2017


Adjusted during the period

As of 31-12-2017

1 System Software 52,500 - - 52,500 21,000 10,500 - 31,500 21,000

TOTAL 52,500 - - 52,500 21,000 10,500 - 31,500 21,000

Sd/- Sd/-(SANJEEV GOEL) (RAJNI GOEL)

Sd/- Director Director

(SANJEEV GOEL) DIN: 00370189 DIN: 06487666


Carrying amount as on 31-12-2017Sr. No. Particulars

Gross Carrying Amount Accumulated Depreciation

For Sterile India Private Limited

Gross Block Depreciation



Particulars

NOTE - 13 As atOTHER NON-CURRENT ASSETS 31st December 2017Others

Fixed Deposit 2,255,656 2,255,656

NOTE - 14 As atINVENTORIES 31st December 2017

Raw Materials 87,675,440 Work-in-progress 267,125 Finished goods 111,100,609

199,043,173

NOTE - 15 As atTRADE RECEIVABLES 31st December 2017Unsecured, considered good

Debts outstanding for a period exceeding six months 312,672,074 Others 879,430,794

Unsecured, considered doubtfulDebts outstanding for a period exceeding six months 14,753,158 Others 31,016,951

1,237,872,977 Less: Provision for Bad and Doubtful Debts 25,075,205

1,212,797,772

NOTE - 16 As atCASH AND BANK BALANCES 31st December 2017Cash and Cash Equivalents

Cash in hand (as certified by the management) 2,432,718 Balance with Banks 42,067,999

Other Bank BalancesFixed Deposits 165,738,859 Recurring Deposit 35,282,054

245,521,630



Particulars

NOTE - 17 As atSHORT TERM LOANS & ADVANCES 31st December 2017Unsecured, considered good

Others:Advances recoverable in cash or in kind or for value to be received and/or adjusted- Suppliers 133,285,673 - Service Providers 53,517 - Employees 1,546,635 Security Deposit 9,929,768 Prepaid Expenses 259,620 Tax Credit 25,506,865

Unsecured loan 52,145,612 222,727,690

NOTE - 18 As atOTHER CURRENT ASSETS 31st December 2017

Interest accrued on Term Deposits 1,390,593 Interest accrued on Recurring Deposits 233,071 Interest accrued on Security Deposit 276,816 Others 3,559,107

5,459,587

NOTE - 19 Period EndedREVENUE FROM OPERATIONS (GROSS) 31st December 2017

Sale of Products - Domestic 2,452,139,482 Sale of Products - Exports 362,204,558

Sale of Products 2,814,344,039 Sale of Services 1,080,000 Other Operating Revenue 21,895,817

2,837,319,856

Total Sales revenue from sale of products (net of excise duty) 2,814,344,039 Excise duty 76,185,462 Total Sales Revenues ( Gross) 2,890,529,501



Particulars

Detail of Service rendered`Job Work 1,080,000

1,080,000

NOTE - 20 Period Ended OTHER INCOME 31st December 2017

Interest Income 12,872,537 Foreign Exchange Difference (Net) 24,440,139 Other Non-Operating Income 1,003,351

38,316,027

NOTE - 21 Period EndedCOST OF MATERIAL CONSUMED 31st December 2017

Inventories at the beginning of the year 118,339,460 Add: Purchases 2,201,702,371

2,320,041,831 Less: Inventories at the end of the year 87,675,440

Cost of Materials Consumed 2,232,366,392

NOTE - 22 Period Ended (INCREASE)/DECREASE IN INVENTORY OF FINISHED GOODS 31st December 2017

Inventories of Finished Goods at the end of the year: 111,100,609 Inventories of Finished Goods at the beginning of the year: 71,709,704 (Increase)/Decrease in Inventories of Finished Goods (39,390,905) Excise duty adjustment for movement in Finished Goods inventory (7,028,627) Net (Increase)/Decrease in Inventories of Finished Goods (46,419,532)

NOTE - 23 Period Ended(INCREASE)/DECREASE IN INVENTORY OF WORK IN PROGRESS 31st December 2017

Inventories of Work in Progress at the end of the year: 267,125 Inventories of Work in Progress at the beginning of the year: 6,641,198 (Increase)/Decrease in Inventories of Work in Progress 6,374,073

a



Particulars

NOTE - 24 Period EndedEMPLOYEE BENEFITS EXPENSE 31st December 2017

Salaries & Wages 34,701,916 Contribution to Provident and Other funds

Employer's Contribution to PF & ESI 823,302 Employer's Contribution to Labour Welfare Fund 31,160 Retirement Benefits 1,122,402

Staff Welfare Expenses 2,189,857 38,868,637

NOTE - 25 Period EndedFINANCE COST 31st December 2017

Interest Expense 3,708,479 3,708,479

NOTE - 26 Period EndedDEPRECIATION AND AMORTIZATION EXPENSE 31st December 2017

Depreciation on tangible assets 15,737,982 Amortization of intangible assets 10,500

15,748,482

NOTE - 27 Period EndedOTHER EXPENSES 31st December 2017

Power & Fuel 73,677,902 Repair & Maintenance Expenses - Plant & Machinery 10,575,809 Consumption of stores and spares parts 6,660,555 Research and Development Expenses 14,784,915 Repair & Maintenance Expenses - Building 3,928,275 Commission on Sales 18,875,188 Rent 12,763,334 Business Promotion 16,617,251 Bank Charges 1,332,991 Insurance Expenses 3,492,939 Export Freight 3,444,987 Legal & Professional Charges 1,601,685



ParticularsTour & Travelling Expenses 1,229,141 Miscellaneous Expenses 50,613,936 Payments to Auditor : - for Audit Fee 675,000

220,273,909

NOTE - 28 Period EndedEARNINGS PER SHARE 31st December 2017

Net Profit/(Loss) attributable to Equity Shareholders (Rs.) 256,447,948 Weighted Average Number of Equity Shares 1,532,755 Basic and Diluted Earnings Per Share (Rs.) 167.31 Nominal Value Per Share (Rs.) 100.00

For STERILE INDIA PRIVATE LIMITED

Sd/- (SANJEEV GOEL) (RAJNI GOEL) Director Director

DIN: 00370189 DIN: 06487666

Sd/-






SECTIONS 230 & 232

AND


AND

IN THE MATTER OF







AND


FORM OF PROXY

I/We, the undersigned, Un-secured Creditor(s) of Sterile API Pvt Ltd, hereby appoint Mr/Ms ___________________ of _____________________

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

of Sterile API Pvt Ltd scheduled to be held on Saturday, 28th April, 2018, at 10.30 a.m. at Hotel City Park, KP Block, Gopal Mandir Road, Pitampura, New Delhi-110 088 for the purpose of considering and, if thought

fit, approving, with or without modification, the proposed Scheme of Amalgamation of Sterile API Pvt Ltd, Bluestar Dealers Pvt Ltd, Sach Technology

Pvt Ltd and Avenue Gems & Jewels Pvt Ltd with Sterile India Pvt Ltd, and at such meeting and at any adjournment thereof, to vote, for me/us and in my/our

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

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

all the words after the words “the said Scheme”

Dated this _______ day of ____________, 2018

Name: ________________________

Address: ______________________

______________________________

______________________________

Affix Re. 1.00

Revenue Stamp

Signature(s) across the Stamp

Notes:

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

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

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

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

Sterile API Pvt Ltd

[CIN: U 17121 DL 2007 PTC 168198]

Registered Office: 1705, 4th Floor, Onkar Bhawan, Bhagirath Palace, Chandni Chowk, Delh-110 006

E-mail: [email protected]

Attendance Slip

Sl. No.

Ref. No.

Name of Un-secured

Creditor(s)

Name of Proxy/ Authorized Rep., if any

I hereby record my presence at the meeting of the Un-secured

Creditors of Sterile API Pvt Ltd being held on Saturday, 28th April, 2018,

at 10.30 A.M. at Hotel City Park, KP Block, Gopal Mandir Road, Pitampura,

New Delhi-110 088, under the supervision of the National Company Law

Tribunal, New Delhi Bench, New Delhi, for the purpose of considering and, if

thought fit, approving, with or without modification, the Scheme of

Amalgamation of Sterile API Pvt Ltd, Bluestar Dealers Pvt Ltd, Sach

Technology Pvt Ltd and Avenue Gems & Jewels Pvt Ltd with Sterile India Pvt

Ltd, and other connected matters, if any.

Signature
