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NOTICE –UNSECURED CREDITORS

KIMIA BIOSCIENCES LIMITED

Registered Office : Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana – 122102

Tel. no. : 0124-2979015

CIN : U24233HR2007PLC069240

Website : www.kimiabiosciences.com

E-mail : [email protected]

MEETING OF THE UNSECURED CREDITORS

OF


(Convened pursuant to Order dated September 26, 2017 passed by the Hon’ble National Company

Law Tribunal, Bench at Chandigarh)

MEETING

Day : Sunday

Date : 26th November, 2017

Time : 11.00 A.M

Venue : Village – Bhondsi, Tehsil –Sohna, Gurgoan, Haryana -122102.


CIN: U24233HR2007PLC069240

Regd. Office: Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana – 122102

Tel No: 0124-2979015; Fax: 011-47063601; e-mail: [email protected]

Website: www.kimiabiosciences.com

INDEX

NOTICE OF THE NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING OF THE

UNSECURED CREDITORS OF THE COMPANY

Sr. No. Contents Page No.

1. Notice of the Tribunal convened meeting of the Unsecured Creditors of Kimia

Biosciences Limited under the provisions of Sections 230 to 232 of the Companies

Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and

Amalgamations) Rules, 2016

4-8

2. Explanatory Statement under Sections 102 read with Sections 230(3), 232(1) and (2)

and of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises,

Arrangements and Amalgamations) Rules, 2016

9-50

3. Annexure 1 Scheme of Arrangement for Amalgamation of Kimia Biosciences Limited

(Transferor Company) with Laurel Organics Limited (Transferee Company) under

section 230-232 of the Companies Act, 2013.

51-67

4. Annexure 2 Valuation Report (including summery of valuation report) dated 02

nd August, 2016

issued by AARA &Company, Chartered Accountants

67-83

5. Annexure 3 Fairness Opinion on the Valuation Report dated 2

nd August, 2016 issued by SEBI

Registered Category-I Merchant Banker, Corporate Professionals Capital Private

Limited

84-93

6. Annexure 4 The Observation Letters dated 23

rd January, 2017 issued by BSE Limited (“BSE”)

to Laurel Organics Limited.

94-96

7. Annexure 5 Complaints Report dated 21

st October, 2016, submitted by Laurel Organics Limited

to BSE Limited (BSE).

97-98

8. Annexure 6 Report adopted by the Board of Directors of Laurel Organics Limited (Transferee

Company) in its meeting held on August 23, 2017 pursuant to the provisions of

Section 232(2) (c) of the Companies Act, 2013.

99-100

9. Annexure 7 Report adopted by the Board of Directors of Kimia Biosciences Limited (Transferor

Company) in its meeting held on August 23, 2017 pursuant to the provisions of

Section 232(2)(c) of the Companies Act, 2013.

101-102

10. Annexure 8 Audited Financial Statement of Laurel Organics Limited (Transferee Company) for

the financial Year ended 31st March, 2017.

103-122

11. Annexure 9 Audited Financial Statement of Kimia Biosciences Limited (Transferor Company)

for the financial Year ended 31st March, 2017.

123-145

12. Annexure 10 Provisional Balance sheet in the form Supplementary Accounting Statement of

Laurel Organics Limited (Transferee Company) for the period ended 30th June,

146-147

2017.

13. Annexure 11 Provisional Balance sheet in the form Supplementary Accounting Statement of

Laurel Organics Limited of Kimia Biosciences Limited (Transferor Company) for

the period ended 30th June, 2017.

148-149

14. Annexure 12 List of Secured Creditors and Unsecured Creditors of Laurel Organics Limited

(Transferee Company) as on 30th June, 2017.

150-154

15. Annexure 13 List of Secured Creditors and Unsecured Creditors of Kimia Biosciences Limited

(Transferor Company) as on 30th June, 2017.

155-160

16. Proxy Form 161-162

17. Ballot Paper 163-164

18. Attendance Slip 165-166

19. Route map of the venue of the Meeting 167

IN THE NATIONAL COMPANY LAW TRIBUNAL, BENCH AT CHANDIGARH,

COMPANY APPLICATION CA(CAA) No. 15/Chd/Hry/2017

IN THE MATTER OF:

SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF:


HAVING ITS REGISTERED OFFICE AT

VILLAGE BHONDSI, TEHSIL SOHNA,

GURGAON, HARYANA – 122102

TRANSFEROR COMPANY

(APPLICANT COMPANY-1)

AND

LAUREL ORGANICS LIMITED




TRANSFEREE COMPANY


NOTICE CONVENING THE MEETING OF THE UNSECURED CREDITORS OF THE

TRANSFEROR COMPANY AS PER THE DIRECTIONS OF HON’BLE NATIONAL

COMPANY LAW TRIBUNAL

To,

All the Unsecured Creditors of Kimia Biosciences Limited (the “Transferor Company”):

NOTICE is hereby given that by an Order dated 26th September, 2017 issued on 11

th October, 2017 (the

“Order”), the Hon’ble National Company Law Tribunal, Bench at Chandigarh (“NCLT”) has directed a

meeting to be held of the Unsecured Creditors of the Transferor Company for the purpose of considering,

and if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of

Arrangement between Kimia Biosciences Limited (Transferor Company) and Laurel Organics Limited

(Transferee Company) and their respective shareholders and creditors (“Scheme”).In pursuance of the

said Order and as directed therein further notice is hereby given that a meeting of the secured creditors of

the Transferor Company will be held at Village – Bhondsi, Tehsil -Sohna,Gurgoan, Haryana -122102 on

Sunday, 26th November, 2017 at 11.00 AM at which time and place you are requested to attend. At the

meeting, the following resolution will be considered and if thought fit, bepassed, with or without

modification(s):

“RESOLVED THAT pursuant to the provisions of Sections 230 - 232 and other applicable provisions of

the Companies Act, 2013, the rules, circulars and notifications made thereunder (including any statutory

modification or re-enactment thereof) as may be applicable and subject to the provisions of the

Memorandum and Articles of Association of the Company and subject to the approval of Hon’ble

National Company Law Tribunal, Bench at Chandigarh (“NCLT”) or its appellate authority(ies)/

Court(s) and subject to such other approval(s), permission(s) and sanction(s) of regulatory and other

authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or

imposed by NCLT or by any regulatory or other authorities, while granting such consents, approvals and

permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as

the “Board”, which term shall be deemed to mean and include one or more Committee(s) constituted/to

be constituted by the Board or any person(s) which the Board may nominate to exercise its powers

including the powers conferred by this resolution), the arrangement embodied in the Scheme of

Arrangement for Amalgamation of Kimia Biosciences Limited (hereinafter referred as Transferor

Company) with Laurel Organics Limited (hereinafter referred as Transferee Company) and their

respective shareholders and creditors (“Scheme”) placed before this meeting and initialed by the

Chairman of the meeting for the purpose of identification, be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds,

matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary

to give effect to this resolution and effectively implement the arrangement embodied in the Scheme and to

accept such modifications, amendments, limitations and/or conditions, if any, which may be required

and/or imposed by the NCLT while sanctioning the arrangement embodied in the Scheme or by any

authorities under law, or as may be required for the purpose of resolving any questions or doubts or

difficulties that may arise including passing of such accounting entries and/or making such adjustments in

the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit

and proper.”

TAKE FURTHER NOTICE that you may attend and vote at the said meeting in person or by proxy

provided that a proxy in the prescribed form, duly signed by you or your authorized representative, is

deposited at the registered office of the Transferor Company at Village Bhondsi, Tehsil Sohna, Gurgaon,

Haryana – 122102, not later than 48 (forty eight) hours before thetime fixed for the aforesaid meeting.

The form of proxy can be obtained free of charge from the registered office of the Transferor Company.

Copies of the Scheme and of the Explanatory Statement, under Sections 230(3), 232(1) and (2) and 102 of

the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and

Amalgamations) Rules, 2016, along with the enclosures as indicated in the Index, can be obtained free of

charge at the registered office of the Transferor Company at Village Bhondsi, Tehsil Sohna, Gurgaon,

Haryana – 122102, India.

NCLT has appointed undersigned as Chairperson, Mr. Anmol Pratap Singh Mann, Advocate as alternate

chairperson and Mr. Vikas Garg, Company Secretary as the scrutinizer of the said meeting of unsecured

creditors of the Transferor Company.

The Scheme, if approved in the aforesaid meeting, will be subject to the subsequent approval of Hon’ble

NCLT. A copy of the Explanatory Statement, under Sections 230(3), 232(1) and (2) and 102 of the

Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and

Amalgamations) Rules, 2016, the Scheme and the other enclosures as indicated in the Index are enclosed.

Sd/-

Mr. Justice (Retd.) A.N Jindal,

Chairman for the Tribunal

Dated: 24th day of October, 2017 Convened Meeting of Unsecured Creditors

Place:Gurgaon of Kimia Biosciences Limited

Sd/-

SAMEER GOEL

DIRECTOR

Authorized Representative of Kimia Biosciences Limited

As per directions of NCLT for

Convened Meeting of Unsecured Creditors

of Kimia Biosciences Limited

Notes:

1. Only unsecured creditors of the Transferor Company as on Cut-off date i.e. 30th June, 2017 may

attend and vote either in person or by proxy (a proxy need not be an unsecured creditor of the

Transferor Company) or in the case of a body corporate or Foreign Institutional Investors (“FII”),

by a representative authorized under Section 113 of the Companies Act, 2013 at the meeting of

the unsecured creditors of the Transferor Company. The authorized representative of a body

corporate / FII which is a unsecured creditor of the Transferee Company may attend and vote at

the meeting of the unsecured creditors of the Transferor Company provided a copy of the

resolution of the Board of Directors or other governing body of the body corporate/FII

authorising such representative to attend and vote at the meeting of the unsecured creditors of the

Transferor Company, duly certified to be a true copy by a director, the manager, the secretary or

other authorized officer of such body corporate/FII, is deposited at the registered office of the

Transferor Company not later than 48 (forty eight) hours before the scheduled time of the

commencement of the meeting of the unsecured creditors of the Transferor Company.

2. The form of proxy can be obtained free of charge from the registered office of the Transferee

Transferor Company.

3. All alterations made in the form of proxy should be initialed.

4. NCLT by its Order has directed that a meeting of the unsecured creditors of the Transferor

Company shall be convened and held at the at Village – Bhondsi, Tehsil -Sohna, Gurgoan,

Haryana -122102 on Sunday, 26th November, 2017 at 11.00 AM for the purpose of considering,

and if thought fit, approving, with or without modification(s), the arrangement embodied in the

Scheme. Unsecured Creditors would be entitled to vote in the said meeting either in person or

through proxy.

5. Unsecured Creditor or his proxy, attending the meeting, is requested to bring the Attendance Slip

duly completed and signed.

6. The documents referred to in the accompanying Explanatory Statement shall be open for

inspection by the Unsecured Creditor at the registered office of the Transferor Company between

11.00 AM and 5.00 PM on all working days up to the date of the meeting.

7. Unsecured Creditors as on 30th June, 2017, being the cut-off date, will be entitled to exercise their

right to vote on the above resolution.

8. The Notice, together with the documents accompanying the same, is being sent to all the

Unsecured Creditors either by registered post or speed post or through courier service or

electronically by e-mail to those unsecured creditors who have registered their e-mail ids with the

Transferor Company as on 30th June, 2017. The Notice will be displayed on the website of the

Applicant Company www.kimiabiosciences.com

9. Mr. Vikas Garg, Company Secretary, House No. – 2045, 1st Floor, Sector -15C Chandigarh –

160015 is appointed as Scrutinizer vide Order dated 26th September, 2017 for conducting the

meeting of unsecured creditors at 11:00 AM on Sunday, the 26th Day of November, 2017 in

transparent manner.

10. The scrutinizer will submit his report to the Chairman of the meeting after completion of the

scrutiny of the votes cast by the Unsecured Creditors. The scrutinizer’s decision on the validity of

the vote shall be final.

11. Any queries/grievances in relation to the voting by unsecured creditors may be addressed to Ms.

Sonika Singh, Director of the Transferor Company at Village Bhondsi, Tehsil- Sohna District

Gurgaon,Haryana-122102, or through email at [email protected]

Sd/-




Place:Gurgaon of Kimia Biosciences Limited

Sd/-

SAMEER GOEL

DIRECTOR







IN THE MATTER OF:


AND

IN THE MATTER OF:





TRANSFEROR COMPANY


AND





TRANSFEREE COMPANY


EXPLANATORY STATEMENT UNDER SECTION 102 READ WITH SECTIONS 230(3), 231(1) AND (2)

OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES,

ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

1. Pursuant to the Order passed by the Hon’ble Bench of the National Company Law Tribunal at

Chandigarh, (the “NCLT”) in the Company Application CA(CAA) No. 15/Chd/Hry/2017dated 26th

July, 2017 issued on 11th October, 2017 (“Order”) a meeting of the Unsecured Creditors of the Kimia

Biosciences Limited (hereinafter referred to as the “Transferor Company” or “Applicant Company-

1” as the context may admit), is being convened and held at Vilage – Bhondsi, Tehsil -Sohna, Gurgoan,

Haryana -122102 on Sunday, 26th November, 2017 at 11.00 AM for the purpose of considering and, if

thought fit, approving with or without modification(s), the proposed Scheme of Arrangement and

Amalgamation between Kimia Biosciences Limited (“Transferor Company”) and Laurel Organics

Limited (“Transferee Company”) and their respective shareholders and Creditors (“Scheme”) under

Sections 230 to 232 of the Companies Act, 2013 (the “Act”) (including any statutory modification or re-

enactment or amendment thereof) read with the rules issued thereunder. The Transferor Company and

the Transferee Company are together referred to as the “Companies”.

2. In terms of the said Order, NCLT, has appointed Justice (Retd.) A.N Jindal, as the Chairman, Mr.

Anmol Pratap Singh Mann as alternate Chairperson and Mr. Vikas Garg, Company Secretary as the

scrutinizer of the meeting of the Unsecured Creditors of the Transferor Company.

3. This statement is being furnished as required under Sections 230(3), 232(1) and (2) and 102 of the

Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and

Amalgamations) Rules, 2016 (the “Rules”).

4. As stated earlier NCLT by its said Order has, inter alia, directed that a meeting of the Unsecured

Creditors of the Transferor Company shall be convened and held at Village – Bhondsi, Tehsil -Sohna,

Gurgoan, Haryana -122102 on Sunday, 26th November, 2017 at 11.00 AM for the purpose of

considering and, if thought fit, approving with or without modification(s), the proposed Scheme of

Arrangement and Amalgamation between Kimia Biosciences Limited (“Transferor Company”) and

Laurel Organics Limited (“Transferee Company”). Unsecured Creditors of Transferor Company would

be entitled to vote in the said meeting either in person or through proxy.

5. A copy of the Scheme setting out in detail the terms and conditions of the arrangement, inter alia,

providing for the proposed Scheme of Arrangement and Amalgamation between Kimia Biosciences

Limited (“Transferor Company”) and Laurel Organics Limited (“Transferee Company”)and their

respective shareholders, which has been approved by the Board of Directors of the Transferor Company

at its meeting held on August 02, 2016 is attached to this explanatory statement and forms part of this

statement.

BACKGROUND OF THE COMPANIES

6. Laurel Organics Limited (herein after referred to as ‘SRL’ or ‘Transferee Company’), bearing

CIN L24239HR1993PLC032120 was originally incorporated under the name of “Dolphin Organics

Limited” on 27th September, 1993 under the provisions of Companies Act, 1956 and had obtained

certificate of commencement of business on 19th October 1993. The name of Company was changed to

its present name “Laurel Organics Limited” and fresh certificate of incorporation dated 19th April 1995

was issued by the RoC, NCT of Delhi & Haryana.

7. The Permanent Account Number of the Transferee Company is AAACL2068E.

8. At present, the registered office of the Transferee Company is situated at Village Bhondsi, Tehsil Sohna,

Gurgaon, Haryana – 122102.

9. The Capital Structure of Transferee Company as on March 31, 2016 and immediately before the

implementation of the Scheme are as under:

Particulars Amount (Rs.)

Authorized Equity Share Capital

73,85,000 Equity Shares of Rs. 10 each

40,00,000 0.1% Redeemable Non – Convertible

Cumulative Preference Shares of Rs. 10 each

7,38,50,000

4,00,00,000

Issued, Subscribed and paid up

73,85,000 Equity Shares of Rs. 10/-each

7,38,50,000.00

*40,00,000 0.1% Non- Convertible Cumulative

Preference Shares of Rs. 10 each 4,00,00,000.00

*The Company on 17th May, 2016 has allotted 4,000,000 (Forty Lacs) 0.1% Redeemable Non –

Convertible Cumulative Preference Shares of face value of Rs. 10 each fully paid up amounting

to Rs. 40,000,000 (Rupees Four Crore).

10. The Transferee Company is widely held listed Company having its equity shares listed at the BSE

Limited (formerly known as “Bombay Stock Exchange limited”).

11. The objects for which Transferee Companyhas been incorporated are set out in its Memorandum of

Association. Some of the main objects of the Transferee Company as set out in its Memorandum of

Association are as follows:

� “To manufacture, produce, refine, process, formulate, buy, sell, import, export or otherwise

deal in all types of drugs, antibiotics, drug intermediates , pharmaceuticals, heavy and light

chemicals, chemical elements and compounds including laboratory and scientific chemicals

of any nature used in the pharmaceutical industry, medicinal food preparations, agricultural

chemicals, fertilizers, petrochemicals, insecticides, industrial chemicals or any mixtures,

derivatives and compound thereof.

� To manufacture, process, refine, formulate, buy, sell, export, import and deal in drug

intermediates, fermentations, enzyme products, alcohol, fructose, acids and starches, heavy

and fine chemicals , hospital requisites, toilet requisites, sera , proprietary medicines,

vaccines, biological contraceptives, medical gases, surgical equipments and materials,

medicated surgical dressings, dental goods of all descriptions, optical goods of all

description, diagnostic agents, clinical diagnostic equipment, industrial and technical drugs

and chemicals , oils and tinctures, extracts aromatic chemicals and synthetic herbal and

natural perfumes, soaps, toiletries, cosmetics, perfumes preparations of hair, dyes, essential

items for everyday use in domestic hygiene and other purposes.

� To carry on the business of chemists, druggists, drysalters and dealers in pharmaceutical,

medicinal chemicals, industrial and other preparations and articles, compounds cements,

oils, phenyl, drugs, herbs, surgical apparatus and materials and manufacture of patent and

other medicines, indigenous drugs, pharmaceutical, medicinal, industrial and other

preparations and articles in which the company is entitled to carry on business and makers of

all kinds of surgical apparatus and materials of hospital requisites and appliances.

� To carry on the business of vialling, bottling, repacking, processing of capsules, syrups,

tables and ointments including for own manufacture and sale and manufacture as a loan

licensee or licensor.

� To carry on the business of manufactures, importers, , exporters, retailers, distributors,

agents and dealers in pharmaceutical, biological, medical, medicinal, surgical, toilet, dental,

anatomical, orthopedical, obstetric contraceptive, gynaecological, veterinary, chemical,

electrical, photographic, scientific and industrial apparatus, appliances, machinery, articles,

compounds, preparations materials and requisites of all kinds and of cements, oils, paints,

pigments, varnishers, drugs, dyewares, essences, essential oils, ingrediants for aerated or

mineral waters and other drinks, soaps, cosmetics, perfumes, soap, flavourings, toilets

requisites and preparations, disinfectants and antiseptics and of cordials, liquors, soaps,

broths and other restoratives and foods suitable or considered to be suitable for invalids and

convalescents and of boxes, cartons and cases from any substance or material of whatsoever

nature.”

12. KIMIA BIOSCIENCES LIMITED (herein after referred to as ‘KBL’ or ‘Transferor

Company’), bearing CIN U24233DL2007PLC167770 was originally incorporated under the name of

“R. S. Pharma Plus Private Limited on 5th September 2007 under the provisions of Companies Act,

1956 and certificate of Incorporation was obtained from RoC, NCT of Delhi & Haryana.

Subsequently the name of the company was changed to “Kimia Biosciences Private Limited” and a

fresh certificate of incorporation was issued on 17th February, 2012 by the RoC, NCT of Delhi &

Haryana. Thereafter, the company got converted in public company and the name was changed to its

present name “Kimia Biosciences Limited” and fresh certificate of incorporation was issued on 6th

June, 2016 by the RoC, NCT of Delhi & Haryana. The Registered office of the Transferor Company

is presently situated at Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana – 122102.The Transferee

Company holds 50.48% shares in the Transferor Company.

13. The Permanent Account Number of the Transferor Company is AAAECK6555F.

14. At present, the registered office of the Transferor Company is situated at Village Bhondsi, Tehsil Sohna,

Gurgaon, Haryana – 122102.

15. The Capital Structure of Transferor Company as on March 31, 2016 and immediately before the

implementation of the Scheme are as under:


Authorized Equity Share Capital

50,00,000 Equity Shares of Rs. 10/- Each

5,00,00,000

Issued, Subscribed and Paid up

11,04,800 Shares of Rs. 10/- each

1,10,48,000

There is no change in the Capital Structure of the Transferor Company since the Appointed Date.

16. The objects for which Transferor Company has been incorporated are set out in its Memorandum of

Association. Some of the main objects of the Transferor Company as set out in its Memorandum of

Association are as follows:

� “To carry on the business as manufacturers, researchers, developers, creators, buyers,

sellers, importers, exporters, refiners, dealers, agents, wholesalers, retailers and distributors

of all kinds of biotechnology products and all products developed or to be developed in the

future using biotechnology and other related and non related biotechnologies including

technologies that may be developed in the future, propriety medicines, veterinary medicine

and tinctures extracts, pharmaceuticals, health foods, and foods of all kinds including its

amalgams, derivatives and by products, spray, disinfectants, vermifuges, fungicides,

insecticides and pesticides, remedies of all kinds for agricultural, fruit growing or other

purpose acids, alkalies, natural and synthetics waxes, dyes, paints, pigments, oils and

varnishes.

� To carry on the business of manufacturing bioinformatics, diagnostics, tools, all medical

engineering equipments along with software developments and tools related to genome,

genotype, genetic or any areas relating to genetic engineering and to patent all original

research, procedures, methods, products and byproducts, technologies, and software

developed by the company and to deal in surgical and scientific material apparatus

instruments and machinery and also to deal in dental, optical similar goods, antiseptic

cotton, dressings kozenges bottles, tins, and other wares and appliances pertaining to

Laboratory and to manufacture all types of pharmaceutical, biological and medicinal

preparations including those used in Homeopathic, Allopathic, Ayurvedic, Unani,

Biochemical, Nature cure or any other medicinal system or branch of medicine and the

formulations thereof.

� To carry on the business as manufacturers, producers, processors, makers, convertors,

importers, exporters, traders, buyers, sellers, retailers, wholesalers, suppliers, indenters,

packers, movers, preservers, stockiest, agents, subagents, merchants, distributors,

consignors, jobbers, brokers, concessioners, consultants, supervisors, and to provide storage

facility to other on rental basis or otherwise deal in pharmaceutical products such as Drugs,

medicines, chemicals, spirits, mixtures, ointments, tinctures, liniments and all products and

byproducts thereof, perfumes, cosmetics, medical preparations, pharmaceutical and

biological preparations used in Homeopathic, Allopathic, Ayurvedic, Unani, Biochemical,

Nature Cure or any other medical system or branch of medicine.”

17. RATIONALE OF THE SCHEME

The Scheme is broadly divided into two parts – (1) Internal Reorganization of Share Capital of the

Transferee Company and (2) Amalgamation of the Transferor Company with Transferee Company.

The reorganization of share capital will allow the transferee company to restructure its equity share

capital by writing-off certain portion off of accumulated past losses against 90% of its paid-up equity

share capital. The reduction in share capital and proportionate writing off of accumulated loss shall

portray the true financial position of the transferee company into the books. Further, the

amalgamation of the transferor company will strengthen the balance sheet of the transferee company

and shall create a larger and stronger entity, which will have better resources for business growth and

expansion. The scheme of arrangement shall provide a running and profitable business to the

transferee company which has growth potential and shall also provide the shareholders of transferor

company liquidity through listing and hence there is significant synergy for consolidation of the two

entities.

This Scheme of Amalgamation of the Transferor Company with the Transferee Company would

result, inter-alia, in the following additional benefits to their respective members:

� Optimum and efficient utilization of capital, resources, assets and facilities;

� Enhancement of competitive strengths including financial resources;

� Consolidation of businesses and enhancement of economic value addition and shareholder

value;

� Obtaining synergy benefits;

� Better management and focus on growing the businesses.

� The amalgamation would result in reduction of overheads, administrative, managerial and

other expenditure and bring about operational rationalization, efficiency and optimum

utilization of various resources.

� A larger growing company will mean enhanced financial and growth prospects for the people

and organization connected therewith, and will be in public interest. The amalgamation will

conducive for better and more efficient and economical control over the business and

financial conduct of the Companies

18. The salient features and effects of the Scheme are:

For the sake of convenience, the Scheme has been divided into the following parts:

� Part I - This part of Scheme contains general provisions applicable as used in this Scheme

including definitions and capital structure of companies involved in amalgamation.

� Part II - This part of Scheme contains the provisions relating to Re- organisation of Share Capital

of Laurel Organics Limited, pursuant to the Scheme.

� Part III - This part of scheme contains amalgamation i.e. transfer and vesting of undertakings of

Kimia Biosciences Limited into Laurel Organics Limited;

� Part IV - This part of scheme contains manner of issue of consideration against the present

scheme of amalgamation including swap ratio and the accounting methodology adopted for the

amalgamation.

� Part V - This part of scheme contains miscellaneous provisions i.e. application/petition to

Hon’ble National Company Law Tribunal and conditionality of scheme.

� ‘Appointed Date’: means 1st April, 2016 being the date with effect from which the Scheme shall

be applicable or such other date as may be approved by the National Company Law Tribunal,

Bench at Chandigarh.

PART II

REORGANISATION & REDUCTION OF CAPITAL

1. Laurel Organics Limited (Transferee Company) was incorporated on 27th September, 1993 under the

provisions of Companies Act, 1956. The Capital Structure of the Company as on the date of approval

of the Board is as follows:


Authorized Share Capital

73,85,000 Equity Shares of Rs. 10 each

40,00,000 0.1% Redeemable Non – Convertible Cumulative

Preference Shares of Rs. 10 each

7,38,50,000.00

4,00,00,000.00

Issued, Subscribed and Paid up Share Capital

73,85,000 Equity Shares of Rs. 10/-each

40,00,000 0.1% Non- Convertible Cumulative Preference

Shares of Rs. 10 each

7,38,50,000.00

4,00,00,000.00

2. Article 4A of the Articles of Association of the Transferee Company provides that subject to the

provisions of Section 100 to 104 of the Companies Act, 1956 or any corresponding provisions of the

Companies Act, 2013 (to the extend notified) , the Company may, reduce its capital on such terms

and conditions as shall be agreed.

3. The Transferee Company was not performing well in past and has incurred losses which are

accumulated and standing in the balance sheet of the Companyand hence the equity capital of the

Company is not giving the true position of Company’s Net Worth. While entering in this scheme of

arrangement, the management of company has found it appropriate to cancel certain part of the

aforesaid accumulated losses by reducing the equity share capital of the Company. Thus, in the

benefit of the Transferee Company and the other Company being the part of this Scheme and their

shareholders and to give correct position of the Net Worth the Board of Directors of the Transferee

Company have decided to write-off certain portion of accumulated past losses against 90% of its

paid-up equity capital by altering the face value of paid up equity share capital and authorized equity

share capital from Rs. 10 (Rupees Ten) to Re. 1 (Rupee One) and thereafter amalgamation of the

transferor company with the transferee company. Upon such cancellation of the paid up equity share

capital, the management has also found it appropriate to alter the face value of authorized equity share

capital to Re. 1 (Rupee One).

4. In accordance with above and pursuant to the reorganization and cancellation of aforesaid paid up

equity share capital, the authorized equity share capital would be revised to Rs. 7,38,50,000 (Rupees

Seven Crores Thirty Eight Lacs and Fifty Thousand) divided into 7,38,50,000 (Seven Crore Thirty

Eight Lacs and Fifty Thousand) equity shares of Re. 1/- (Rupee One) each and the issued, subscribed

and paid-up equity share capital shall stand reduced to Rs. 73,85,000 (Rupees Seventy Three Lacs

Eighty Five Thousand) divided into 73,85,000 (Rupees Seventy Three Lacs Eighty Five Thousand)

equity shares of Re. 1/- (Rupee One) each and

5. Approval of the Scheme pursuant to section 391 – 394 of the Companies Act, 1956 or any

corresponding provisions of the Companies Act, 2013 (to the extend notified) shall also be deemed to

be the approval under section 100 to 105 of the Companies Act, 1956 or any corresponding

provisions of the Companies Act, 2013 (to the extend notified) for reduction and cancellation of

shares of the Transferee Company.

PART-III

AMALGAMATION, TRANSFER & VESTING OF UNDERTAKING

1. With effect from the Appointed Date and upon the Scheme becoming effective, the entire business

and the whole of the undertaking(s), properties and liabilities of Transferor Company shall, in terms

of Section 391 and 394 and applicable provisions, if any, of the Companies Act 1956 or any

corresponding provision of Companies Act ,2013 (to the extend notified), and pursuant to the orders

of the High Court or other appropriate authority or forum, if any, sanctioning the Scheme, without

any further act, instrument, deed, matter or thing, stand transferred and vested in and/ or deemed to be

transferred to and vested in Transferee Company as a going concern so as to become the

undertaking(s), properties and liabilities of Transferee Company.

2. With effect from the Appointed Date and upon the Scheme becoming effective, the entire business

and undertaking of Transferor Company shall stand transferred to and be vested in Transferee

Company without any further deed or act, together with all their properties, assets, rights, benefits and

interest therein, subject to existing charges thereon in favour of banks and financial institutions, as the

case may be, in the following manner:

3. TRANSFER OF ASSETS

3.1. With effect from the Appointed Date and upon the Scheme becoming effective all

memberships, licenses, franchises, rights, privileges, permits, quotas, rights, entitlements,

allotments, approvals, consents, concessions, trade mark licenses including application for

registration of trade mark, patents, copyrights and their right to use available to Transferor

Company as on appointed date or any which may be taken after the appointed date but till the

effective date, shall get transferred to Transferee Company without any further instrument,

deed or act or payment of any further fee, charge or securities.

3.2. With effect from the Appointed Date and upon the Scheme becoming effective all Certificate

of Registrations as available with Transferor Companyas on Appointed Date or any which may

be taken by Transferor Company after the Appointed Date but till the Effective Date shall get

transferred to Transferee Company without any further instrument, deed or act or payment of

any further fee, charge or securities.

3.3. With effect from the Appointed Date and upon the Scheme becoming effective all the assets of

Transferor Company as are movable in nature including, but not limited to, stock of goods,

raw materials available in the market/ depots/ Godown/factories, sundry debtors, plants and

equipments, outstanding loans and advances, insurance claims, advance tax, Minimum

Alternate Tax (MAT) set-off rights, pre-paid taxes, levies/liabilities, CENVAT/VAT credits if

any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if

any, with Government, Semi-Government, local and other authorities and bodies, customers

and other persons or any other assets otherwise capable of transfer by physical delivery would

get transferred by physical delivery only and all others assets would get transferred by

endorsement and delivery by vesting and recordable pursuant to this Scheme, shall stand

vested in Transferee Company, and shall become the property and an integral part of

Transferee Company without any further instrument, deed or act or payment of any further fee,

charge or securities.

3.4. With effect from the Appointed Date and upon the Scheme becoming effective all incorporeal

properties of Transferor Company as on Appointed Date or any which may be taken after the

Appointed Date but till the Effective Date, shall get transferred to Transferee Company

without any further instrument, deed or act or payment of any further fee, charge or securities.

3.5. With effect from the Appointed Date and upon the Scheme becoming effective, all immovable

properties including but not limited to land and buildings or any other immovable properties of

Transferor Company, whether freehold or leasehold, and any documents of title, rights and

easements in relation thereto shall stand transferred to and be vested in Transferee Company,

without any further instrument, deed or act or payment of any further fee, charge or securities

either by the Transferor Company or Transferee Company.

3.6. With effect from the Appointed Date, Transferee Company shall be entitled to exercise all

rights and privileges and be liable to pay ground rent, taxes and fulfill obligations, in relation

to or applicable to such immovable properties. The mutation/substitution of the title to the

immovable properties shall be made and duly recorded in the name of Transferee Company by

the appropriate authorities pursuant to the sanction of the Scheme by the Hon'ble High Court

and the Scheme becoming effective in accordance with the terms hereof.

3.7. With effect from the Appointed Date and upon the Scheme becoming effective, all contracts,

deeds, bonds, agreements, schemes, arrangements and other instruments of whatsoever nature

in relation to Transferor Company to which the Transferor Company are the party or to the

benefit of which Transferor Company may be eligible, and which are subsisting or having

effect immediately before the Effective Date, shall be in full force and effect against or in

favor of Transferee Company and may be enforced as fully and effectually as if, instead of

Transferor Company, Transferee Company had been a party or beneficiary or obligee thereto.

3.8. With effect from the appointed date and upon the Scheme becoming effective, all permits,

quotas, rights, entitlements, licenses including those relating to trademarks, tenancies, patents,

copyrights, privileges, software, powers, facilities of every kind and description of whatsoever

nature in relation to Transferor Company to which Transferor Company is the party or to the

benefit of which Transferor Company may be eligible and which are subsisting or having

effect immediately before the effective date, shall be enforceable as fully and effectually as if,

instead of Transferor Company, Transferee Company had been a party or beneficiary or

obligee thereto.

3.9. With effect from the Appointed Date and upon the Scheme becoming effective, any statutory

licenses, no-objection certificates, permissions or approvals or consents required to carry on

operations of Transferor Company or granted to Transferor Company shall stand vested in or

transferred to Transferee Company without further act or deed, and shall be appropriately

transferred or assigned by the statutory authorities concerned therewith in favor of Transferee

Company upon the vesting of Transferor Company Businesses and Undertakings pursuant to

this Scheme. The benefit of all statutory and regulatory permissions, licenses, approvals and

consents including the statutory licenses, permissions or approvals or consents required to

carry on the operations of Transferor Company shall vest in and become available to

Transferee Company pursuant to this scheme.

3.10. With effect from the Appointed Date and upon the Scheme becoming effective, all motor

vehicles of any description whatsoever of Transferor Companies shall stand transferred to and

be vested in the Transferee Company, and the appropriate Governmental and Registration

Authorities shall substitute the name of Transferee Company in place of Transferor

Companies, without any further instrument, deed or act or any further payment of fee, charge

or securities.

4. TRANSFER OF LIABILITIES

4.1. With effect from the Appointed Date and upon the Scheme becoming effective, all debts,

liabilities, contingent liabilities, duties and obligations, secured or unsecured, whether

provided for or not in the books of accounts or disclosed in the balance sheets of Transferor

Company, shall be deemed to be the debts, liabilities, contingent liabilities, duties and

obligations of Transferee Company.

4.2. Without prejudice to the generality of the provisions contained herein, all loans raised after the

Appointed Date but till the Effective Date and liabilities incurred by Transferor Companies

after the Appointed Date but till the Effective Date for their operations shall be deemed to be

of Transferee Company.

4.3. The transfer and vesting of the entire business and undertaking of Transferor Companies as

aforesaid, shall be subject to the existing securities, charges and mortgages, if any, subsisting,

over or in respect of the property and assets or any part thereof of Transferor Companies, as

the case may be.

Provided that the securities, charges and mortgages (if any subsisting) over and in respect of

the part thereof, of Transferee Company shall continue with respect to such assets or part

thereof and this Scheme shall not operate to enlarge such securities, charges or mortgages to

the end and intent that such securities, charge and mortgage shall not extend or be deemed to

extend, to any of the other assets of Transferor Companies vested in Transferee Company

pursuant to the Scheme.

Provided always that this Scheme shall not operate to enlarge the security for any loan, deposit

or facility created by Transferor Companies which shall vest in Transferee Company by virtue

of the amalgamation of Transferor Companies with Transferee Company and Transferee

Company shall not be obliged to create any further or additional security there for after the

amalgamation has become operative.

4.4. Transferee Company will, at any time after the coming into effect of this Scheme in

accordance with the provisions hereof, if so required under any law or otherwise, execute

deeds of confirmation or other writings or arrangements with any party to any contract or

arrangements in relation to Transferor Companies to which Transferor Company are parties, in

order to give formal effect to the above provisions. Transferee Company shall, under the

provisions of this Scheme, be deemed to be authorized to execute any such writings on behalf

of Transferor Companies and to carry out or perform all such formalities or compliances

referred to above on part of Transferor Companies.

4.5. Loans or other obligations, if any, due either between Transferee Company and Transferor

Companies or amongst transferor companies shall stand discharged and there shall be no

liability in that behalf. In so far as any securities, debentures or notes issued by the Transferor

Company and held by the Transferee Company and vice versa are concerned, the same shall,

unless sold or transferred by holder of such securities, at any time prior to the Effective Date,

stand cancelled and shall have no further effect.

5. LEGAL PROCEEDINGS

5.1. With effect from the Appointed Date, Transferee Company shall bear the burden and the

benefits of any legal or other proceedings initiated by or against Transferor Companies.

Provided however, all legal, administrative and other proceedings of whatsoever nature by or

against Transferor Companies pending in any court or before any authority, judicial, quasi

judicial or administrative, any adjudicating authority and/or arising after the Appointed Date

and relating to Transferor Companies or its respective properties, assets, liabilities, duties and

obligations shall be continued and/or enforced until the Effective Date by or against Transferor

Companies; and from the Effective Date, shall be continued and enforced by or against

Transferee Company in the same manner and to the same extent as would or might have been

continued and enforced by or against Transferor Companies.

5.2. If any suit, appeal or other proceedings of whatever nature by or against Transferor Companies

be pending, the same shall not abate, be discontinued or in any way be prejudicially affected

by reason of the transfer of the Transferor Companies businesses and undertakings or of

anything contained in this scheme but the proceedings may be continued, prosecuted and

enforced by or against 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 Transferor

Companies as if this Scheme had not been made.

6. EMPLOYEE MATTERS

On occurrence of the Effective Date, all persons that were employed by Transferor Companies

immediately before such date shall become employees of Transferee Company with the

benefit of continuity of service on same terms and conditions as were applicable to such

employees of Transferor Companies immediately prior to such transfer and without any break

or interruption of service. Transferee Company undertakes to continue to abide by

agreement/settlement, if any, entered into by Transferor Companies with any union/employee

thereof. With regard to Provident Fund, Gratuity Fund, Superannuation fund or any other

special fund or obligation created or existing for the benefit of such employees of Transferor

Companies upon occurrence of the Effective Date, Transferee Company shall stand substituted

for Transferor Company, for all purposes whatsoever relating to the obligation to make

contributions to the said funds in accordance with the provisions of such schemes or funds in

the respective trust deeds or other documents. The existing Provident Fund, Gratuity Fund and

Superannuation Fund or obligations, if any, created by Transferor Companies for their

employees shall be continued for the benefit of such employees on the same terms and

conditions. With effect from the Effective Date, Transferee Company will make the necessary

contributions for such transferred employees of Transferor Companies and deposit the same in

Provident Fund, Gratuity Fund or Superannuation Fund or obligations, where applicable. It is

the aim and intent of the Scheme that all the rights, duties, powers and obligations of

Transferor Companies in relation to such schemes or funds shall become those of Transferee

Company.

7. TAXATION AND OTHER MATTERS

7.1. With effect from the Appointed Date, all the profits or income accruing or arising to

Transferor Companies, and all expenditure or losses arising or incurred by Transferor

Companies shall, for all purposes, be treated (including all taxes, if any, paid or accruing in

respect of any profits and income) and be deemed to be and accrue as the profits or income or

as the case may be, expenditure or losses (including taxes) of Transferee Company. Moreover,

Transferee Company shall be entitled to revise its statutory returns relating to indirect taxes

like sales tax/ service tax/excise, etc. and to claim refund/credits and/or set off all amounts

under the relevant laws towards the transactions entered into by Transferee Company and

Transferor Companies which may occur between the Appointed Date and the Effective Date.

The rights to make such revisions in the sales tax returns and to claim refunds/credits are

expressly reserved in favour of Transferee Company.

7.2. Transferee Company shall be entitled to revise its all Statutory returns relating to Direct taxes

like Income Tax and Wealth Tax and to claim refunds/advance tax credits and/or set off the tax

liabilities of Transferor Companies under the relevant laws and its rights to make such

revisions in the statutory returns and to claim refunds, advance tax credits and/or set off the tax

liabilities is expressly granted.

7.3. It is expressly clarified that with effect from the Appointed Date, all taxes payable by

Transferor Companies including all or any refunds of the claims/TDS Certificates shall be

treated as the tax liability or refunds/claims/TDS Certificates as the case may be of Transferee

Company.

7.4. From the Effective Date and till such time as the name of the Transferee Company would get

entered as the account holder in respect of all the bank accounts and demat accounts of

Transferor Companies in the relevant bank’s/DP’s books and records, the Transferee Company

shall be entitled to operate the bank/demat accounts of Transferor Companies in their existing

names.

7.5. Since each of the permissions, approvals, consents, sanctions, remissions, special reservations,

incentives, concessions and other authorizations of Transferor Companies shall stand

transferred by the order of the High Court to Transferee Company, Transferee Company shall

file the relevant intimations, for the record of the statutory authorities who shall take them on

file, pursuant to the vesting orders of the sanctioning court.

8. Conduct of Business

8.1. With effect from the Appointed Date and till the Scheme come into effect:

8.1.1. Transferor Company shall be deemed to carry on all their businesses and activities

and stand possessed of their properties and assets for and on account of and in trust

for Transferee Company; and all the profits accruing to Transferor Company and all

taxes thereon or gains or losses arising or incurred by them shall, for all purposes, be

treated as and deemed to be the profits or losses, as the case may be, of Transferee

Company.

8.1.2. Transferor Company shall carry on their businesses with reasonable diligence and in

the same manner as they had been doing hitherto, and Transferor Company shall not

alter or substantially expand their businesses except with the concurrence of

Transferee Company.

8.1.3. Transferor Company shall not, without the written concurrence of Transferee

Company, alienate charge or encumber any of their properties except in the ordinary

course of business or pursuant to any pre-existing obligation undertaken prior to the

date of acceptance of the Scheme by the Board of Directors of Transferee Company,

as the case may be.

8.1.4. Transferor Company shall not vary or alter, except in the ordinary course of their

business or pursuant to any pre-existing obligation undertaken prior to the date of

acceptance of the Scheme by the Board of Directors of Transferee Company the

terms and conditions of employment of any of its employees, nor shall it conclude

settlement with any union or its employees except with the written concurrence of

Transferee Company.

8.1.5. With effect from the Appointed Date, all debts, liabilities, duties and obligations of

Transferor Company as on the close of business on the date preceding the Appointed

Date, whether or not provided in their books and all liabilities which arise or accrue

on or after the Appointed Date shall be deemed to be the debts, liabilities, duties and

obligations of Transferee Company.

8.2. Upon the Scheme coming into effect, Transferee Company shall commence and carry on and

shall be authorized to carry on the businesses carried on by Transferor Company.

8.3. For the purpose of giving effect to the vesting order passed under Sections 391 and 394 of the

Companies Act, 1956 or any corresponding provisions of Companies Act, 2013 (to the extend

notified) in respect of this Scheme by the Hon'ble High Court, Transferee Company shall, at

any time pursuant to the orders on this Scheme, be entitled to get the recordal of the change in

the legal right(s) upon the vesting of the Transferor Company businesses and undertakings in

accordance with the provisions of Sections 391 and 394 of the Companies Act, 1956 or any

corresponding provisions of Companies Act, 2013 (to the extend notified). Transferee

Company shall be authorized to execute any pleadings; applications, forms, etc. as are

required to remove any difficulties and carry out any formalities or compliance as are

necessary for the implementation of this Scheme.

PART- IV

ISSUE OF SHARES & ACCOUNTING TREATMENT

1. REORGANISATION OF CAPITAL IN THE TRANSFEREE COMPANY

i. Issue of Shares in the Share Capital of Transferee Company;

Upon this Scheme coming into effect and upon transfer and vesting of the business and

undertaking of Transferor Company in Transferee Company, the consideration in respect of

such transfer shall, subject to the provisions of the Scheme, be paid and satisfied by

Transferee Company as follows:

1.i.1. Transferee Company, without further application, act or deed, shall issue and

allot to each of the shareholders of Transferor Company (other than the shares

already held therein immediately before the amalgamation by Transferee

Company, its Nominee or Subsidiary Company), shares in proportion of 990

(Nine Hundred Ninety) Equity shares of face value of Re. 1 (Rupee One) each

and 590 (Five Hundred Ninety) Compulsory Convertible Preference Shares of

Re. 1 (Rupee One) each in Transferee Company for every 100 (One Hundred)

Equity shares of face value of Rs.10/- (Rupee Ten)each held by them in

Transferor Company pursuant to this Scheme of Amalgamation.

1.i.2. The CCPS issued and allotted under this Scheme, would have seniority with

respect to dividends and proceeds from sale or dissolution from the Transferee

Company and would be also eligible for proportionate declaration and

distribution of dividend together with equity shares and shall be compulsorily

convertible in the ratio of 1:1 at any time within a maximum period of five years,

into the equity shares of face value of Re. 1 each. CCPS allotted under the

Scheme, shall be converted into equity shares, in one or more tranches, within a

maximum period of five years subject to condition that the conversion of CCPS

does not breach the requirement of maintaining minimum public shareholding as

per Regulation 38 of Listing Regulations. Any CCPS, remain outstanding for

conversion upon completion of five years of allotment, shall be cancelled subject

to the compliance of all the applicable laws at that time.

1.i.3. For arriving at the share exchange ratio as outlined above, the Companies have

considered the Valuation Report submitted by an independent professional firm,

M/s AARA & Company, Chartered Accountants.

1.i.4. Cross holding at the time of record date (if any), between Transferor Company

and the Transferee Company, if not transferred prior to the Effective Date, shall

get cancelled at the time of allotment of shares to the shareholders of Company

by Transferee Company and the approval of Scheme by the Court under section

391 and 394 of the Companies Act, 1956 or any corresponding provisions of

Companies Act, 2013(to the extend notified) shall also be treated as approval

under section 100 of the Act for reduction of capital pursuant to such

cancellations.

1.i.5. Any fraction arising out of allotment of equity shares and CCPS as per clause

1.1.1 above shall be rounded off to the nearest round number.

1.i.6. The said Equity Shares in the capital of Transferee Company be issued to the

shareholders of Transferor Company shall rank pari- passu in all respects, with

the existing Equity shares in Transferee Company from the Appointed Date.

Such shares in Transferee Company, to be issued to the shareholders of

Transferor Company will, for all purposes, save as expressly provided otherwise,

be deemed to have been held by each such member from the Appointed Date.

1.i.7. Upon the Scheme becoming effective and subject to the above provisions, the

shareholders of Transferor Company (other than the shares already held therein

immediately before the amalgamation by Transferee Company) as on the record

date shall receive new share certificates. Upon the issue and allotment of new

shares in the capital of Transferee Company to the shareholders of Transferor

Company, the share certificates in relation to the shares held by them in

Transferor Company shall be deemed to have been cancelled. All certificates for

the new shares in the capital of Transferee Company shall be sent by Transferee

Company to the said shareholders of Transferor Company at their respective

registered addresses as appearing in the said registers (or in the case of joint

holders to the address of that one of the joint holders whose name stands first in

such Registers in respect of such joint holding) and Transferee Company shall

not be responsible for any loss in transmission. Transferee Company shall

provide an option to all the shareholders of transferor company to get the new

equity shares in transferee company in dematerialized form and the shareholders

of transferor company shall have right to opt for new shares in dematerialized

form by giving written confirmation with required particulars of their demat

accounts on or before the Record Date.

ii. INCREASE IN AUTHORIZED SHARE CAPITAL

1.ii.1. With effect from appointed date and upon the scheme becoming effective,

without any further acts or deeds on the part of the transferor company or

transferee company and notwithstanding anything contained in Section 61 of

Companies Act, 2013, the Authorized Share capital of transferor Company as

appearing in its Memorandum of Association on the Effective Date shall get

clubbed with the Authorized Share Capital of the transferee company as

appearing in its Memorandum of Association on the Effective Date and pursuant

to this clubbing the Clause V of the Memorandum of Association of the

transferee company shall stand altered to give effect to the same with effect from

the Effective Date. The Face Value of Equity share shall remain same as of the

transferee company after clubbing of Authorized Capital. Further,

notwithstanding anything contained under section 61 of the Companies Act,

2013, the Clubbed Authorized Capital of Transferee Company shall be re-

classified into Equity Share Capital, 0.1% Redeemable Non – Convertible

Cumulative Preference Shares and Compulsory Convertible Preference Shares

Capital on the effective date, and the Authorized Capital shall be as under:

• Equity Share Capital of Rs. 11,73,50,000 (Rupees Eleven Crore and

Seventy Three Lacs and Fifty Thousand) divided into 11,73,50,000

(Eleven Crore and Seventy Three Lacs and Fifty Thousand) equity share

of face value of Re. 1 (Rupee One) each.

• 0.1% Redeemable Non – Convertible Cumulative Preference Share

Capital of Rs. 4,00,00,000 (Rupees Four Crore) divided into 40,00,000

(Forty Lacs) 0.1% Redeemable Non – Convertible Cumulative

Preference Shares of Rs. 10 (Rupees Ten) each;

• Compulsory Convertible Preference Share Capital of Rs. 6,500,000

(Rupees Sixty Five Lacs) divided into 65,00,000 Compulsory

Convertible Preference Shares of Re. 1 (Rupee One) each;

1.ii.2. The filing fee and stamp duty already paid by the transferor company on its

authorized share capital, which is being combined with the authorized share capital

of the transferee company, shall be deemed to have been paid by the transferee

company and accordingly, the transferee company shall not be required to pay any

fee, additional fee, charges and/or stamp duty on the authorized share capital so

increased.

1.ii.3. If required, the Transferee Company shall take necessary steps to increase its

authorized share capital on or before the Effective Date so as to make it sufficient

for allotment of shares and CCPS, to the shareholders of transferor company, in

consideration of amalgamation after considering the combined authorized share

capital of transferee company.

iii. On approval of the Scheme by the shareholders of transferee company pursuant to Section

391 – 394 of the Companies Act, 1956 or any corresponding provisions of Companies Act,

2013, to the extend notified, it shall be deemed that the said shareholders have also

accorded their consent under relevant Articles of the Articles of Association of the

Company and Section 61 of Companies Act, 2013 or any other section as may be

applicable for giving effect to the provisions contained in this Scheme.

iv. The issue and allotment of Shares to Shareholders of Transferor Company, as provided in

this Scheme, shall be deemed to be made in compliance with the procedure laid down

under Section 62 of the Companies Act, 2013.

v. CHANGE IN NAME OF TRANSFEREE COMPANY

1.v.1. As per the arrangement the transferee company shall carry the business of

transferor company and hence it is found expedient to replace the name of

transferor company with the name of the transferee company. Hence, with effect

from Effective Date, without any further acts or deeds on the part of the Transferee

Company, name of transferee company shall be changed from “Laurel Organics

Limited” with the name of the Transferor Company “Kimia Biosciences Limited”.

1.v.2. On approval of the Scheme Section 391 - 394 of the Companies Act, 1956 or any

corresponding provisions of the Companies Act, 2013, it shall be deemed that

necessary compliances under section 13 of the Companies Act, 2013 for change of

name and alteration in Memorandum of Association of Transferee Company.

2. ACCOUNTING TREATMENT FOR AMALGAMATION

Upon the coming into effect of this Scheme, the amalgamation of the Transferor Companies with the

Transferee Company shall be accounted for as per the "Accounting Standard 14: Accounting for

Amalgamations" as prescribed in the Companies (Accounting Standards) Rules, 2006 issued by the

Ministry of Corporate Affairs or the "Indian Accounting Standard (Ind AS) 103 for Business

Combination" prescribed under section 133 of the Companies Act, 2013, as notified under the

Companies (Indian Accounting Standard) Rules, 2015, (if applicable), as may be amended from time

to time such that:

i. Transferee Company shall, record all the assets and liabilities, including Reserves of the

Transferor Company vested in it pursuant to this Scheme, at their respective book values as

appearing in the books of Transferor Company on the Appointed Date.

ii. If at the time of amalgamation, Transferor Company and Transferee Company have

conflicting accounting policies, a uniform accounting policy shall be adopted by Transferee

Company following the amalgamation. The effect on the financial statements of any change

in accounting policies shall be reported in accordance with Accounting Standard 5, ‘Prior

Period and Extraordinary Items and changes in accounting policies’.

iii. Investment, if any, in the equity share capital of the Transferor Company by the Transferee

Company as appearing in the books of accounts of Transferee Company or vice versa, if not

transferred prior to the effective date, shall stand cancelled and there shall be no further

obligation / outstanding in that behalf.

iv. The loans and advance or payables or receivables of any kind, held inter-se, if any between

Transferor Company and Transferee Company, as appearing in their respective books of

accounts shall stand discharged prior to Effective Date.

v. The difference between the share capital issued by the Transferee Company and the net

assets of the Transferor Company acquired would be adjusted in the consolidated reserves of

the Transferee Company. Also, the difference, if any arising from the cancellation of cross-

holdings (if any) shall also be adjusted in the consolidated reserves of the Transferee

Company.

vi. The accounting entries proposed in this Scheme shall be effected as a part of this Scheme

and not under a separate process in terms of Section 78, 100 to 104 of the Companies Act,

1956 or Section 52 or any corresponding provisions under Companies Act, 2013, to the

extend notified,as the same neither involves diminution of liability in respect of unpaid share

capital of Transferee company nor any payment to any shareholder of the Transferee

Company of any paid–up capital and the order of High Court sanctioning the Scheme shall

be deemed to be a due compliance of the provisions of Sections 100 to 102 of the

Companies Act. 1956 or any corresponding provisions of Companies Act, 2013,

consequently. Consequently, the Transferee Company shall not be required to use the words

“and reduced” as part of its corporate name.

3. LISTING AGREEMENT AND SEBI COMPLIANCES

i. Since the Transferee Company being a listed company, this Scheme is subject to the

Compliances by the Transferee Company of all the requirements under the listing regulations

and all statutory directives of the Securities Exchange Board of India (‘SEBI’) insofar as they

relate to sanction and implementation of the Scheme.

ii. The Transferee Company in compliance with the listing Regulations shall apply for the

‘Observation Letter’ of BSE Limited, where its shares are listed in terms of the Regulation 37

of the listing regulations.

iii. The Transferee Company shall also comply with the directives of SEBI contained in the

Circular No. CIR/CFD/CMD/16/2015 dated 30th November 2015;

iv. As Para 9 of SEBI Circular No CIR/CFD/CMD/16/2015 dated 30th November 2015 is

applicable to this Scheme, therefore it is provided in the Scheme that the Transferee Company

will provide voting by the public shareholders through postal ballot and e-voting and will

disclose all material facts in the explanatory statement, to be sent to the shareholders in relation

to the said Resolution.

4. Saving of Concluded Transactions

The transfer of properties and liabilities and the continuance of proceedings by or against Transferor

Company as envisaged in above shall not affect any transaction or proceedings already concluded by

Transferee Company on or before the Appointed Date and after the Appointed Date till the Effective

Date, to the end and intent that Transferor Company accept and adopts all acts, deeds and things

done and executed by Transferee Company in respect thereto as done and executed by Transferee

Company in respect thereto as done and executed on behalf of itself.

5. Dissolution of Transferor Company

On occurrence of the Effective Date, Transferor Company shall, without any further act or deed, shall

stand dissolved without winding up.

N.B. - The members are requested to read the entire text of the Scheme attached herewith to get

fully acquainted with the provisions thereof. What is stated hereinabove, are brief salient features

of the said Scheme.

19. Summary of the Joint Valuation Report including the basis of valuation is enclosed as Annexure-2.

20. The accounting treatment as proposed in the Scheme is in conformity with the accounting standards

prescribed under Section 133 of the Act. The certificate issued by the Statutory Auditors of the

Transferee Company is open for inspection.

21. Under the Scheme, an arrangement is sought to be entered into between Transferor Company and its

equity shareholders (promoter shareholders and non-promoter shareholders) as the Undertaking of the

Transferor Company shall stand transferred to and vested in the Transferee Company.

In respect of the Scheme, an arrangement is sought to be entered into between the Transferor Company

and its creditors though no liabilities of the creditors of the Transferor Company is being reduced or

being extinguished under the Scheme.

As on date, the Transferor Company has no outstanding towards any public deposits or debentures and

therefore, the effect of the Scheme on any such public deposit holders or debenture holders or deposit

trustees or debenture trustees do not arise.

Under Part III of the Scheme, no rights of the Employees of Transferor Company are being affected.

The services of the Employees of the Transferor Company, under Part III of the Scheme, shall continue

on the same terms and conditions on which they were engaged by the Transferor Company. Under

Clause 6 of Part III of the Scheme, on and from the Effective Date all persons that were employed by

the Transferor Company immediately before such date shall become employee of Transferee Company

with the benefit of continuity of service on same terms and conditions as were applicable to such

employees of Transferor Company immediately prior to such transfer and without any break or

interruption of service.

Effect of the Scheme on the Key managerial personnel(s) (KMPs) and / or directors of the transferor

company is that KMPs shall ceased to be KMPs and become employees of the transferee company,

and/or the directors of the Transferor Company shall ceased to be directors of the transferor company.

Further, none of the Directors, the Key Managerial Personnel (as defined under the Act and rules framed

thereunder) of the Transferor Company and their respective relatives (as defined under the Act and rules

framed thereunder) have any interest in the Scheme except to the extent of the equity shares held by

them in the Transferor Company and/ or to the extent of their shareholding as nominees in the

Transferee Company and/or to the extent that the said Director(s) are common director(s) of the

Transferor Company and/or the Transferee Company and/or to the extent that the said Director(s), Key

Managerial Personnel and their respective relatives are the directors, members of the companies that

hold shares in the Transferor Company. Save as aforesaid, none of the said Directors or the Key

Managerial Personnel has any material interest in the Scheme.

22. Under the Scheme, no arrangement is sought to be entered into between the Transferee Company and its

equity shareholders. No rights of the equity shareholders of the Transferee Company are being affected

pursuant to the transfer and vesting of undertaking of Transferor Company.

Further, no arrangement is sought to be entered into between the Transferee Company and its creditors.

No liabilities of the creditors of the Transferee Company is being reduced or being extinguished under

the Scheme.

As on date, the Transferee Company has no outstanding towards any public deposits or debentures and

therefore, the effect of the Scheme on any such public deposit holders or debenture holders or deposit

trustees or debenture trustees do not arise.

The rights of the employees of the Transferee Company are in no way affected by the Scheme. The

employees engaged by the Transferee Company shall continue to be employed by the Transferee

Company.

There is no effect of the Scheme on the key managerial personnel and/or the directors of the Transferee

Company.

Further, none of the Directors, the Key Managerial Personnel (as defined under the Act and rules framed

thereunder) of the Transferee Company and their respective relatives (as defined under the Act and rules

framed thereunder) haveany interest in the Scheme except to the extent of the equity shares held by

them in the Transferor Company and/or to the extent of their shareholding as nominees in the Transferee

Company and/or to the extent that the said Director(s) are common director(s) of the Transferor

Company and/or the Transferee Company and/or to the extent that the said Director(s), Key Managerial

Personnel and their respective relatives are the directors, members of the companies that hold shares in

the Transferor Company. Save as aforesaid, none of the said Directors or the Key Managerial Personnel

has any material interest in the Scheme.

23. In compliance with the provisions of Section 232(2)(c) of the Act, the Board of Directors of the

Transferor Company and Transferee Company have in their separate meetings held on August 23,

2017, have adopted a report, inter alia, explaining effect of the Scheme on each class of shareholders,

key managerial personnel, promoters and non-promoter shareholders amongst others. Copy of the

Reports adopted by the respective Board of Directors of Transferee Company and Transferor Company

are enclosed as Annexure-6 and Annexure-7, respectively.

24. No investigation proceedings have been instituted or are pending in relation to the Companies under

Sections 210 to 229 of Chapter XIV of the Act or under the corresponding provisions of the Act of

1956. Further, no proceedings are pending under the Act or under the corresponding provisions of the

Act of 1956 against any of the Companies.

25. To the knowledge of the Companies, no winding up proceedings have been filed or are pending against

them under the Act or the corresponding provisions of the Act of 1956.

26. The audited financial statement of the Transferee Company and Transferor Company for the financial

year ended 31st

March, 2017 are enclosed as Annexure - 8 and Annexure- 9 respectively.

27. The Supplementary Unaudited Accounting Statement of Transferee Company and Transferor Company

for the financial year ended 30th June, 2017 are enclosed as Annexure - 10 and Annexure- 11

respectively.

28. As per the books of accounts as on 30th June, 2017 of Transferee Company and Transferor Company,

the amount due to the unsecured creditors are Rs. 22,93,48,032/-and Rs.28,26,07,970/- respectively.

29. As per the books of accounts 30th June, 2017 of Transferee Company and Transferor Company, the

amount due to the secured creditors are Rs. 96,00,000/-and Rs. 4,46,28,846/- respectively.

30. The name and addresses of the Promoter(s) of Laurel Organics Limited (Transferee Company) their

shareholding in the Transferee Company as on 30th June, 2017 are as under:

S. No. Name & Address of Promoters &

Promoters Group.

Total Number of

Equity Shares

% of total number of

shares

1. Kimia Biosciences Limited

Address – Village Bhondsi, Tehsil

Sohna, Distt. Gurgaon, Haryana-

122102

3728100 50.48

Total 3728100 50.48

31. The name and addresses of the Promoters of KimiaBiosciencesLimited (Transferor Company)including

their shareholding in the Transferor Company as on 30th June, 2017 are as under:

S. No. Name & Address of Promoters Total Number of

Equity Shares

Percentage of total

number of shares

1. SAMEER GOEL

Address – C-52, Rohit Kunj,

Pitampura, New Delhi-110034

1099795 99.55

2. SACHIN GOEL



5000 0.45

3. VED PRAKASH GOEL



01 0.00

4. VIPUL GOEL



01 0.00

5. SANTOSH GOEL



01 0.00

6. DEEPA GOEL



01 0.00

7. VANDANA GOEL



01 0.00

Total 1104800 100

32. The list of Directors and KMP of the Transferee Company and their individual shareholding in the

Transferee Company as on 30th June, 2017 is as per the table below:

S. No. Name and Address of Director Total Number of

Equity Shares


shares

Directors

1. Mr. Sameer Goel



Nil Nil

2. Mr. Sachin Goel



Nil Nil

3. Mr. Jagdeep Dhawan

Address – 3 C 81 Nehru Nagar-III,

Block-C, Ghaziabad- 201010

Nil Nil

4. Mrs. Richa Gupta

Address – C 73 G Floor, Shivaji Park,

Punjabi Bagh, Delhi-110026

Nil Nil

Total Nil Nil

Key Managerial Personnel’s

A Ms. Pratibha Anand

Address : LB07/402, Lotus

Boulevard, Sector-100, Noida-201303

Nil Nil

Total - -

33. The list of Directors and KMP of the Transferor Company and their individual shareholding in

respective Companies as on 30th June, 2017 is as per the table below:

S. No. Name and Address of Director Total Number of

Equity Shares


shares

1. Mr. Sameer Goel



1099795 99.55

2. Mr. Sachin Goel 5000 0.45



3. Ms. Sonika Singh

Address –Flat No - 8, Sahyog

Apartment Mayur Vihar, Phase-1,

Delhi 110096

Nil Nil

34. The Pre & Post arrangement (Expected) shareholding pattern of Transferee Company as on 30th June,

2017 is as per the table below:

Transferee Company – Pre Arrangement as on 30th

June, 2017

SI. No. Category of Shareholders Nos. No. of Equity

Shares Percentage (%) to Equity

1 Promoter & Promoter Group 1 3728100 50.48

Sub Total (A) 1 3728100 50.48

2

Banks/Mutual Funds/Indian /

Financial Institutions - - -

Mutual Fund 3 181100 2.45

Venture Capital Funds - - -

Alternate Investment Funds - - -

Foreign Venture Capital Investors - - -

Foreign Portfolio Investor - - -

Financial Institutions / Banks - - -

Insurance Companies - - -

Provident Funds/ Pension Funds - - -

Any Other (Specify) - - -

Sub Total (B) 3 181100 2.45

3

Central Government/ State

Government(s)/ President of India - - -

Sub Total (C) - - -

4 Individuals

i. Individual shareholders holding

nominal share capital up to Rs. 2

lakhs.

12015 2569572 34.79

ii. Individual shareholders holding

nominal share capital in excess of

Rs. 2 lakhs.

4 129700 1.75

Sub Total (D) 12019 2699272 36.54

5 Any Others

NRI 171 530200 7.19

Trusts - - -

Clearing Member 1 200 0.00

Individual (HUF)/NBFC

Registered with RBI 6 8500 0.12

Bodies Corporate 44 137628 1.86

Foreign Body Corporate 1 100000 1.36

Sub Total (E) 223 776528 10.51

Grand Total (A+B+C+D+E) 12246 7385000 100

Statement showing shareholding of persons belonging to the category “Promoter and Promoter Group”-

SI. No. Promoter & Promoter Group No. of Equity


1 KIMIA BIOSCIENCES LTD 3728100 50.48

Total 3728100 50.48

Transferee Company – Post Arrangement shareholding pattern (Expected) as on 30th

June, 2017

Statement showing post arrangement Expected shareholding of persons belonging to the category “Promoter and

Promoter Group”-

SI. No. Category of Shareholders Nos. No. of Equity


1 Promoter & Promoter Group 7 10937520 74.94

Sub Total (A) 7 10937520 74.94

2

Banks/Mutual Funds/Indian /

Financial Institutions - - -

Mutual Fund 3 181100 1.24

Venture Capital Funds - - -

Alternate Investment Funds - - -

Foreign Venture Capital Investors - - -

Foreign Portfolio Investor - - -

Financial Institutions / Banks - - -

Insurance Companies - - -

Provident Funds/ Pension Funds - - -

Any Other (Specify) - - -

Sub Total (B) 3 181100 1.24

3

Central Government/ State

Government(s)/ President of India - - -

Sub Total (C) - - -

4 Individuals

i. Individual shareholders holding

nominal share capital up to Rs. 2

lakhs.

12015 2569572 17.61

ii. Individual shareholders holding

nominal share capital in excess of

Rs. 2 lakhs.

4 129700 0.89

Sub Total (D) 1219 2699272 18.50

5 Any Others

NRI 171 530200 3.63

Trusts - - -

Clearing Member 1 200 0.001

Individual (HUF)/NBFC

Registered with RBI 6 8500 0.06

Bodies Corporate 44 137628 0.94

Foreign Body Corporate 1 100000 0.69

Sub Total (E) 223 776528 5.32

Grand Total (A+B+C+D+E) 12,252 14594420

100

SI. No. Promoter & Promoter Group No. of Equity


1 Sachin Goel 49500 0.34

2 Sameer Goel 1,08,87,971 74.60

3 Ved Prakash Goel 10 0.00

4 Vipul Goel 10 0.00

5 Santosh Goel 10 0.00

6 Deepa Goel 10 0.00

7 Vandana Goel 10 0.00

Total

10937520

74.94

35. The pre arrangement shareholding list of Transferor Company as on 30th June, 2017is as per the tablebelow:

S. No. Name Total Number of

Equity Shares

Percentage of total

number of shares

1. SAMEER GOEL

Address – C-52, Rohit Kunj, Pitampura,

New Delhi-110034

1099795 99.55

2. SACHIN GOEL


New Delhi-110034

5000 0.45

3. VED PRAKASH GOEL


New Delhi-110034

01 0.00

4. VIPUL GOEL


New Delhi-110034

01 0.00

5. SANTOSH GOEL


New Delhi-110034

01 0.00

6. DEEPA GOEL


New Delhi-110034

01 0.00

36. The Post-Arrangement (expected) capital structure of Transferee Company will be as follows (assuming

the continuing capital structure as on 30th June, 2017:


Authorized Share Capital

123,850,000 Equity Share of Rs. 1/- each

4000,000, 0.1% Redeemable Non – Convertible Cumulative

Preference Shares of Rs. 10 each

Amount (Rs.)

123,850,000

40,000,000

Issued, Subscribed and Paid up Share Capital

14,594,421 Equity Share of Rs. 1/-each

Amount (Rs.)

14,594,421

Preference Share Capital: 6,518,321 Compulsory Convertible Preference of Re. 1/- each Rs. 40,000,000/- consisting of 4,000,000, 0.1% NCRPS of Rs. 10/-

each.

6,518,321

40,000,000

37. Statement disclosing details of Arrangement and Amalgamation as per sub section 3 of Section 230 of

the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and

Amalgamations) Rules, 2016.

No. Particulars Laurel Organics Limited Kimia biosciences Limited

(i) Transferee Company Transferor Company

Details of the order of the NCLT directing the calling, convening and conducting of the meeting :-

a. Date of the

Order

Hon’ble National Company Law Tribunal Bench order dated 26th September, 2017 issued

on 11th October, 2017.

b. Date, time

and venue of

the

meeting

Meeting of Shareholders

Date – Sunday, 26th November, 2017

Time – 2.30 P.M

Venue – Village – Bhondsi, Tehsil -Sohna,

Gurgaon, Haryana -122102

Meeting of Unsecured Creditors


Meeting of Secured Creditors


Time – 10.00 A.M



Meeting of Unsecured Creditors


7. VANDANA GOEL


New Delhi-110034

01 0.00

Total 1104800 100

Time – 12.00 Noon



Time – 11.00 A.M



(ii) Details of the Companies including

a. Corporation

Identification

Number (CIN)

L24239HR1993PLC032120 U24233HR2007PLC069240

b. Permanent

Account Number

(PAN)

AAACL2068E

AAECK6555F

c. Name

of Company

Laurel Organics Limited

(Transferee Company)

Kimia Biosciences Limited

(Transferor Company)

d. Date

of Incorporation

27th September, 1993 5th September,2007

e. Type

of Company

Listed Public Company. Unlisted Public Company

f. Registered

Office address

Village Bhondsi, Tehsil Sohna,

Gurgaon, Haryana – 122102, India

Village Bhondsi, Tehsil Sohna, Gurgaon,

Haryana – 122102, India

E-mail address [email protected] [email protected]

g. Summary of

main object as

per the

memorandum of

association; and

main business

carried on by the

Company

As per Para 16 of the

Explanatory Statement.


Explanatory Statement.

h. Details of change

of name,

Registered Office

and objects of the

Company during

the last five years

The Company was originally

incorporated under the name of “Dolphin

Organics Limited” on 27th September,

1993 under the provisions of Companies

Act, 1956 and had obtained certificate of

The Company was originallyincorporated under

the name of “R. S. Pharma Plus Private Limited

on 5th September 2007 under the provisions of

Companies Act, 1956 and certificate of

Incorporation was

obtained from RoC, NCT of Delhi &

Haryana. Subsequently the name

of the company was changed to

commencement of business on 19th

October 1993. The name of Company

was changed to its present name “Laurel

Organics Limited” and fresh certificate

of incorporation dated 19th April 1995

was issued by the RoC, NCT of Delhi &

Haryana. At presentthe registered office

of the Transferee Company is situated

Village Bhondsi, Tehsil Sohna, Gurgaon,

Haryana – 122102. The Equity Shares of

the Company are Listed at BSE Limited.

“Kimia Biosciences Private Limited” and a fresh

certificate of incorporation was

issued on 17th February, 2012 by

the RoC, NCT of Delhi &

Haryana. Thereafter, the company

got converted in public company and the

name was changed to its present name

“Kimia Biosciences Limited” and

fresh certificate of incorporation was

issued on 6th June, 2016 by the RoC, NCT

of Delhi & Haryana. The Registered office

of the Transferor Company is

presently situated at Village Bhondsi,

Tehsil Sohna, Gurgaon, Haryana – 122102.

I. Name of stock

exchange(s)

where securities

of the company

are listed, if

applicable

BSE Limited

Unlisted

j. Details of capital

structure –

Authorized,

Issued,

subscribed and

paid-up share

capital


Explanatory Statement and

Clause 1.1of Para 3 of Part 1 of the

Scheme.


Explanatory Statement and

Clause 1.2 of Para 3 of Part 1 of the

Scheme.

k. Names of

the promoters

and directors

along with

their addresses

As per Para 35 and 37 of the Explanatory

Statement

As per Para 36 and 38of the Explanatory

Statement

(iii) If the scheme of

compromise or

N.A N.A

arrangement

relates to more

than one

company, the fact

and details of any

relationship

subsisting

between such

companies who

are parties to such

scheme of

compromise or

arrangement,

including

holding,

subsidiary or

associate

companies

(iv) The date of board

meeting at which

the scheme was

approved by the

board of directors

including the

name of directors

who voted in

favour of the

resolution, who

voted against the

resolution and

who did not vote

or participate on

such resolution

The meeting was attended by all the

Directors and the resolution was passed

on August 02, 2016, who all were voted

in favour of the resolution.

The meeting was attended by all the Directors

and the resolution was passed on August 02,

2016, who all were voted in favour of the

resolution.

(v) Explanatory Statement disclosing details of the scheme of compromise or arrangement including:-

a. Parties involved

in such

Laurel Organics Limited (Transferee Company)

Kimia Biosciences Limited (Transferor Company)

compromise or

arrangement

b. In case of amalgamation or merger, appointed Date, effective date, share exchange ratio and other considerations

if any.

Appointed Date 1st April, 2016

Effective Date The last of the dates on which the certified or authenticated copy of the orders of the

NCLT sanctioning the scheme are filed with the Registrar of Companies by the Transferor

Companies and the Transferee Company.

Share Exchange

Ratio and other

considerations, if

any.

Not Applicable being a Transferee Company 990 (Nine Hundred Ninety) Equity

shares of Re. 1 (Rupee One) each and

590 (Five Hundred Ninety) Compulsory

Convertible Preference Shares of Re. 1

(Rupee One) each in Transferee

Company for every 100 (One Hundred)

Equity shares of face value of Rs.10/-

(Rupee Ten)

c. Summary of

Valuation report

(if applicable)

including basis

of valuation and

fairness opinion

of the registered

valuer, if any,

and the

declaration that

thevaluation

report is

available for

inspection at

registered office

of the Company

Refer Annexure –2 for Valuation Report;

and Annexure - 3for fairness opinion.

The same are available for inspection at the

Registered Office of the Company on all

working days between 11 a.m. to 5.00 p.m.

Refer Annexure - 2for Valuation

Report

The same are available for inspection at

the Registered Office of the Company on

all working days between 11 a.m. to 5.00

p.m.

d. Details of capital

or debt

restructuring, if

The management of the Transferee company has found it appropriate to cancel certain part

of the aforesaid accumulated losses by reducing the equity share capital of the Company.

Thus, in the benefit of the Transferee Company and the other Company being the part of

any this Scheme and their shareholders and to give correct position of the Net Worth the Board

of Directors of the Transferee Company have decided to write-off certain portion of

accumulated past losses against 90% of its paid-up equity capital by altering the face value

of paid up equity share capital and authorized equity share capital from Rs. 10 (Rupees

Ten) to Re. 1 (Rupee One) and thereafter amalgamation of the transferor company with the

transferee company. Upon such cancellation of the paid up equity share capital, the

management has also found it appropriate to alter the face value of authorized equity share

capital to Re. 1 (Rupee One).

e. Rationale for the

compromise or

arrangement

Refer Clause Cto the Preamble of the Scheme.

Also refer Para 22 of the Explanatory Statement.

f. Benefits of the

compromise or

arrangement as

perceived by the

Board of

directors to the

company,

members,

creditors and

others (as

applicable)

As provided in the rationale for Amalgamation in Clause Cto the Preamble of the Scheme

and

As stated in Para 22 of the Explanatory Statement.

g. Amount due to

unsecured

Creditors as of

30thJune, 2017

Rs. 22,93,48,032/- (Rupees Twenty Two

Crores Ninety Three Lacs Forty Eight

Thousand and Thirty Two only)

Rs. 28,26,07,970/-(Rupees Twenty Eight

Crores Twenty Six Lacs Seven Thousand

Nine Hundred and Seventy Only)

(vi) Disclosure about effect of the compromise or arrangement on

Key

Managerial

personnel

(KMP) (other

than

Directors)

No effect Shall cease to be KMPs

Directors No effect Shall cease to be directors

Promoters Promoters holding will increase from 50.48% Shall cease to be promoters

to 74.94% after sanction of the Scheme.

Non-promoter

members

Non promoters holdings will decrease from

49.52% to 25.06% after sanction of the scheme.

Direct shareholding in the Transferee

Company as per share exchange ratio.

Depositors No Effect as none of the Companies have accepted any deposits

Creditors No Effect Creditors shall become the creditors of

the TransfereeCompany and paid off in the

ordinary course of business. Inter-company

creditors would get cancelled if any.

Debenture

holders

No Effect as none of the Companies have issued any debentures.

Deposit

Trustee &

Debenture

Trustee

No Effect as none of the Companies have any Deposit or Debenture Trustees.

Employees of

the Company

No Effect No Effect as employees, will become the

employees of the Transferee Company

without interruption of service.

(vii) Disclosure about effect of compromise or arrangement on material interest of Directors, Key Managerial

Personnel (KMP) and debenture trustee

Directors No material effect of arrangement and amalgamation

Key

Managerial

personnel

No material effect of arrangement and amalgamation

Debenture

Trustee

Not Applicable

(viii) Investigation

or

proceedings, if

any, pending

against the

company

under the Act

None

(ix) details of the availability of the following documents for obtaining extract from or for making or obtaining

copies of or inspection by the members and creditors, namely:

a. Latest Audited

Financial

Audited Financial statement as on 31st March, 2017 of the Transferee Company and

Transferor Company are marked as Annexure 8 and Annexure 9.

Statements of the

Company

including

consolidated

financial

statements

Further, Audited Financial statement as on 31st March, 2017 of the Transferee Company

and Transferor Company are also available at Registered Office of the Transferee

Company between 11:00 a.m. to 05:00 p.m. on all working days.

b. Copy of the order

of Tribunal in

pursuance of

which the

meeting is to be

convened or has

been dispensed

with.

Available at Registered Office of the Transferor Company between 11:00 a.m.

to 05:00 p.m. on all working days.

c. Copy of scheme

of Compromise

or Arrangement

Enclosed as Annexure - 1 to this Notice

Available at Registered Office of the Transferor Company between 11:00 a.m.


d. Contracts or

Agreements

material to the

compromise or

arrangement

There were no contracts or agreement material to the Scheme of Arrangement

and Amalgamation.

e. The certificate

issued by the

Auditor of the

Company to the

effect that the

accounting

treatment, if any,

proposed in the

scheme of

compromise or

arrangement is in

conformity with

Available at Registered Office of the Applicant Company between 11:00 a.m.


the Accounting

Standards

prescribed under

Section 133 of the

Companies Act,

2013; and

f. Such other

information or

documents as the

Board or

Management

believes

necessary and

relevant for

making decision

things for or

against the

scheme

None

(x) Details of

approvals,

sanctions or no-

objection(s), if

any, from

regulatory or any

other

governmental

authorities

required, received

or pending

for the proposed

scheme of

compromise or

arrangement

No Objection Certificate in the

form of Observation Letters

received from BSE Limited on

23rd

January, 2017.

Not Applicable

Notice under Section 230(5) of the Companies Act, 2013 is being given to:

(i) The Central Government, through the Regional Director, Northern Region;

(ii) The Registrar of Companies;

(iii) Commissioner of Income-Tax within whose jurisdiction the applicant –

companies are assessed by mentioning the PAN numbers of both the

companies;

(iv) The Official Liquidator. ;

(v) The Securities and Exchange Board of India;

(vi) BSE;

(xi) A statement to the

effect that the

persons to whom

Members to whom the Notice is sent may vote in the meeting either in person

or by proxies, or where applicable, by voting through electronic means

the notice is sent

may vote in the

meeting either in

person or by

proxies, or where

applicable, by

voting

through electronic

means

38. Inspection Documents

I. Inspection of the following documents may be had at the Registered Office of Kimia Biosciences

Limited(Transferor Company) at Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana – 122102, India on

all working days between 11.00 A.M. and 5.00 P.M. and the same is displayed on Company’s website-

ww.kimiabiosciences.com

a. Copy of the order passed by the National Company Law Tribunal, Bench at Chandigarh in

Application made by Transferor Company and Transferee Company under Company Application

Company Application (CAA) No. 15/ Chd/Hry/ 2017, interalia, convening the meetings of

the equity shareholders and Unsecured Creditors of the Transferee Company and Meeting of

secured and unsecured creditors of the Transferor Company;

b. Copy of Company Application (CAA) No. 15/ Chd/Hry/ 2017, along with Annexure filled by

Transferor Company and Transferee Company before NCLT;

c. Copies of Memorandum and Articles of Association of Transferor Company and Transferee

Company;

d. Copies of Audited financial of Transferor Company and Transferee Company for the financial

years ended on 31st March, 2017;

e. Copy of the Supplementary Financial Statement of the Transferor Company and the Transferee

Company, respectively, for the period ended 30th June, 2017;

f. Register of Director’s Shareholding of Transferor Company and Transferee Company;

g. Copy of the Valuation Report dated August 02, 2016 - issued by AARA & Company, Chartered

Accountants to the Board of Directors of Transferee Company and Transferor Company.

h. Copy of the Fairness Opinion dated August 02, 2016- issued by SEBI Registered Category-I

Merchant Banker, Corporate Professionals Capital Private Limited to the Board of Directors of

Transferee Company and Transferor Companies;

i. Copy of the Statutory Auditors’ certificate dated September 08, 2016 issued by M/s. A. K. Jalan

& Associates (FRN: 500107N)Chartered Accountants to the Transferee Company confirming

scheme f arrangement is in compliance with accounting standard;

j. Copy of complaints report dated October 21, 2016, submitted by the Transferee Company to BSE

Limited;

k. Copy of the Audit Committee Report dated August 02, 2016of Transferee Company;

l. Copy of the Board Resolutions passed by the respective Board of Directors of the Transferee

Company and Transferor Company dated August 02, 2016;

m. Copy of the Observation Letters dated January 23, 2017,received from the BSE Limited;

n. Copy of the Scheme; and

o. Copy of the Reports dated August 23, 2017 adopted by the Board of Directors of the Transferor

Company and the Transferee Company, respectively, pursuant to the provisions of Section

232(2)(c) of the Act.

A copy of the Scheme, Explanatory Statement and Postal Ballot Form may be obtained from the

Registered Office of Kimia Biosciences Limited at Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana –

122102.

After the Scheme is approved by the Unsecured Creditors of the Transferor Company, it will be subject

to the approval/ sanction of the National Company Law Tribunal, Bench at Chandigarh.

Sd/-




Place: Gurgaon of Kimia Biosciences Limited

Sd/-

SAMEER GOEL

DIRECTOR





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SCHEME OF ARRANGEMENT

AMONG


AND


AND

THEIR SHAREHOLDERS

FOR AMALGAMATION OF


WITH


Annexure-I

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Parts of the Scheme:

1. Part I - This part of Scheme contains general provisions applicable as used in this Schemeincluding definitions and capital structure of companies involved in amalgamation.

2. Part II - This part of Scheme contains the provisions relating to Re- organisation of Share Capitalof Laurel Organics Limited, pursuant to the Scheme.

3. Part III - This part of scheme contains amalgamation i.e. transfer and vesting of undertakings ofKimia Biosciences Limited into Laurel Organics Limited;

4. Part IV - This part of scheme contains manner of issue of consideration against the presentscheme of amalgamation including swap ratio and the accounting methodology adopted for theamalgamation.

5. Part V - This part of scheme contains miscellaneous provisions i.e. application/petition to Hon'bleHigh Court and conditionality of scheme.

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SCHEME OF ARRANGEMENT

UNDER SECTIONS 391 & 394 OF THE COMPANIES ACT, 1956(OR ANY CORRESPONDING PROVISION OF THE COMPANIES ACT, 2013)

AMONGKIMIA BIOSCIENCES LIMITED

ANDLAUREL ORGANICS LIMITED

ANDTHEIR SHAREHOLDERS

[For Re- organization of Share Capital of LAUREL ORGANICS LIMITED and amalgamation of KIMIABIOSCIENCES LIMITED with LAUREL ORGANICS LIMITED under Section 391 read with Section394 of the Companies Act, 1956 (or any corresponding provisions of the Companies Act, 2013)]

PREAMBLE

A. AN OVERVIEW OF COMPOSITE SCHEME OF ARRANGEMENT

The transferee company, i.e. Laurel Organics Limited, is a listed Company and was earlierengaged in the business of manufacturing of generic bulk drugs, however, the company fromlast several years is not carrying any such business activities and have been running intolosses. The transferor company, i.e., Kimia Biosciences Limited, is engaged in the business ofmanufacturing and trading of pharmaceuticals products specifically bulk drugs. The TransferorCompany through Share Purchase Agreement (SPA) had acquired 3,629,500 (Thirty Six LacsTwenty Nine Thousand and Five Hundred) from the then Promoters of the Company and hasgiven open offer in accordance with SEBI (Substantial Acquisition of Shares & Takeovers)Regulations, 2011, wherein it acquired 98,600 (Ninety Eight Thousand and Six Hundred) fromits shareholders. The shares acquired through SPA have not been transferred in the names ofthe Transferor Company due to the General Order of SEBI dated 20th July, 2015. These shareswould be transferred in the name of the Transferor Company on September 08, 2016. Pursuantto above, collectively, the holding of Transferor Company in the Transferee Company wouldbecome 50.48%. Also, pursuant to above open offer, the control of the transferee company hadbeen duly changed.

This scheme of arrangement has been designed to internally reorganize the capital structure ofthe transferee company by cancelling its 90% of paid up equity share capital against certainportion of losses and amalgamation of the transferor company with the transferee company tostrengthen the consolidated financials of the transferee company and create a larger and strongerentity, which will have better resources for business growth and expansion.

B. BACKGROUND AND DESCRIPTION OF COMPANIES

1. LAUREL ORGANICS LIMITED (herein after referred to as 'Transferee Company' or 'LOL'),bearing CIN L24239HR1993PLC032120 was originally incorporated under the name of"Dolphin Organics Limited" on 27th September, 1993 under the provisions of CompaniesAct, 1956 and had obtained certificate of commencement of business on 19th October1993. The name of Ccompany was changed to its present name Laurel Organics Limitedand fresh certificate of incorporation dated 19th April 1995 was issued by the RoC, NCT ofDelhi & Haryana. The registered office of the Company is situated Village Bhondsi, TehsilSohna, Gurgaon, Haryana - 122102. The Equity Shares of the Company are Listed at BSELimited and Ahmedabad Stock Exchange Limited. The shares of the Company were alsolisted on Delhi Stock Exchange Limited, Madras Stock Exchange Limited and Jaipur StockExchange Limited, however, the SEBI through its orders has derecognized these stockexchange(s) and has withdrawn their recognitions.

2. KIMIA BIOSCIENCES LIMITED (herein after referred to 'Transferor Company' or 'KBL'), bearingCIN U24233DL2007PTC167770 was originally incorporated under the name of "R. S.Pharma Plus Private Limited on 5th September 2007 under the provisions of Companies

45

Act, 1956 and certificate of Incorporation was obtained from RoC, NCT of Delhi & Haryana.Subsequently the name of the company was changed to Kimia Biosciences Private Limitedand a fresh certificate of incorporation was issued on 17th February 2012 by the RoC, NCTof Delhi & Haryana. Thereafter, the company got converted in public company and the namewas changed to its present name Kimia Biosciences Limited and fresh certificate ofincorporation was issued on 6th June. 2016 by the RoC, NCT of Delhi & Haryana. Theregistered office of the transferor company is presently situated at C-52, Rohit Kunj,Pitampura, Delhi -110034, however, the company has already filed the application beforeRegional Director for shifting of its registered office to Village Bhondsi, Tehsil Sohna,Gurgaon, Haryana - 122102.

C. THE SCHEME AND ITS RATIONALE

The Scheme is broadly divided into two parts - (1) Internal Reorganization of Share Capital of thetransferee company and (2) Amalgamation of the Transferor Company with transferee company.The reorganization of share capital will allow the transferee company to restructure its equityshare capital by writing-off certain portion off of accumulated past losses against 90% of itspaid-up equity share capital. The reduction in share capital and proportionate writing off ofaccumulated loss shall portray the true financial position of the transferee company into thebooks. Further, the amalgamation of the transferor company will strengthen the balance sheetof the transferee company and shall create a larger and stronger entity, which will have betterresources for business growth and expansion. The scheme of arrangement shall provide arunning and profitable business to the transferee company which has growth potential andshall also provide the shareholders of transferor company liquidity through listing and hencethere is significant synergy for consolidation of the two entities.

The other benefits likely to arise through the proposed arrangement are as follows:

I. Optimum and efficient utilization of capital, resources, assets and facilities;

II. Enhancement of competitive strengths including financial resources;

III. Consolidation of businesses and enhancement of economic value addition and shareholdervalue;

IV. Obtaining synergy benefits;

V. Better management and focus on growing the businesses.

VI. The amalgamation would result in reduction of overheads, administrative, managerial andother expenditure and bring about operational rationalization, efficiency and optimumutilization of various resources.

VII. A larger growing company will mean enhanced financial and growth prospects for thepeople and organization connected therewith, and will be in public interest. Theamalgamation will conducive for better and more efficient and economical control over thebusiness and financial conduct of the Companies

D. Due to the aforesaid rationale, it is considered desirable and expedient to enter into this schemeof arrangement for financial reorganization of the transferee company and to amalgamate thetransferor company with the transferee company and in consideration thereof issue EquityShares and Compulsorily Convertible Preference Shares (CCPS) of the transferee company tothe shareholders of transferor company in accordance with this Scheme, pursuant to Section394 and other relevant provisions of the Companies Act, 1956 or any corresponding provisionsof the Companies Act, 2013.

E. The amalgamation of the transferor company with the transferee company, pursuant to and inaccordance with this Scheme, under Section 394 and other relevant provisions of the CompaniesAct, 1956, and applicable provisions of Companies Act, 2013 shall take place with effect fromthe Appointed Date and shall be in compliance with Section 2(1B) of the Income Tax Act, 1961.

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PART-I GENERAL PROVISIONS

1. DEFINITIONS:

In this Scheme, unless repugnant to the subject or context or meaning thereof, the followingexpressions shall have the meanings as set out herein below:

1.1. 'Act': means the Companies Act, 1956, and applicable provisions of Companies Act,2013 and will include any statutory modifications, re-enactments or amendments thereofand also mean and refer to corresponding sections of Companies Act, 2013 as andwhen such corresponding sections are notified in the official gazette by the CentralGovernment.

1.2. 'Appointed Date': means 1st April 2016, being the date with effect from which the Schemeshall be applicable or such other date as may be approved by the Hon'ble High Court.

1.3. 'Board' or 'Board of Directors': shall have the same meaning as under the Act.

1.4. 'CCPS': means Compulsorily Convertible Preference Shares.

1.5. 'Effective Date': means the date on which certified copy of the order of the Hon'ble HighCourt(s) under Sections 391 and 394 of the Act sanctioning the Scheme is filed with theRegistrar of Companies after obtaining the sanctions, orders or approvals referred to inClause 2 of PART-V of this Scheme.

References in this Scheme to the date of "Upon the Scheme becoming effective" or"effectiveness of this Scheme" shall mean the Effective Date.

1.6. 'High Court': means the Hon'ble High Court of Punjab and Haryana at Chandigarh andshall include National Company Law Tribunal ("NCLT"), or any other appropriate forum orauthority empowered to approve the Scheme as per the law for the time being in force.

1.7. 'Listing Regulations': means SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.

1.8. 'Scheme': means this Scheme of Arrangement for reorganization the Share Capital oftransferee company and thereof amalgamation of transferor company with the transfereecompany and their respective shareholders as approved by the Board of Directors of boththe Companies, in its present form and with any modifications as may be approved by theHon'ble High Court.

1.9. 'Transferee Company' or 'Laurel Organics Limited' or 'LOL' shall mean Laurel OrganicsLimited, a Company incorporated under the provisions of Companies Act, 1956 havingits Registered Office at Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana - 122102.

1.10. 'Transferor Company' or 'Kimia Biosciences Limited' or 'KBPL' shall mean KimiaBiosciences Limited, a Company incorporated under the provisions of Companies Act,1956 having its Registered Office at C-52, Rohit Kunj, Pitampura, Delhi -110034.

1.11. 'Record Date': means such date following the Effective Date as may be fixed by the Boardof Directors of the transferee company to whom shares of the Transferee Company willbe allotted pursuant to this Scheme.

1.12. 'Registrar of Companies' or 'RoC': means the Registrar of Companies for NCT of Delhi &Haryana at New Delhi.

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2. DATE OF EFFECT AND OPERATIVE DATE:

The scheme set out herein in its present form or with any modification (s), if any made as perClause 3 of PART-V of this Scheme shall be effective from the Appointed Date but shall beoperative from Effective Date.

3. CAPITAL STRUCTURE:

The Capital Structure of transferee company and transferor company as on appointed date i.e.1st April, 2016 and immediately before implementation of the scheme are as under:

1.1. LAUREL ORGANICS LIMITED


Authorized Share Capital73,85,000 Equity Shares of Rs. 10 each 7,38,50,000.0040,00,000 0.1% Redeemable Non - Convertible Cumulative 4,00,00,000.00Preference Shares of Rs. 10 each

Issued, Subscribed and Paid up Share Capital73,85,000 Equity Shares of Rs. 10/-each 7,38,50,000.00

The Company on 17th May, 2016 has allotted 4,000,000 (Forty Lacs) 0.1% Redeemable Non -Convertible Cumulative Preference Shares of face value of Rs. 10 each fully paid up amountingto Rs. 40,000,000 (Rupees Four Crore).

1.2. KIMIA BIOSCIENCES LIMITED


Authorized Share Capital50,00,000 Equity Shares of Rs. 10/- Each 5,00,00,000.00

Issued, Subscribed and Paid up Share Capital11,04,800 Shares of Rs. 10/- each 1,10,48,000.00

There is no change in the Capital structure of the transferor company since Appointed Date.

PART IIREORGANISATION & REDUCTION OF CAPITAL

1. Laurel Organics Limited (Transferee Company) was incorporated on 27th September, 1993under the provisions of Companies Act, 1956. The Capital Structure of the Company as on thedate of approval of the Board is as follows:


Authorized Share Capital73,85,000 Equity Shares of Rs. 10 each 7,38,50,000.0040,00,000 0.1% Redeemable Non - Convertible Cumulative 4,00,00,000.00Preference Shares of Rs. 10 each

Issued, Subscribed and Paid up Share Capital73,85,000 Equity Shares of Rs. 10/-each 7,38,50,000.0040,00,000 0.1% Non- Convertible Cumulative Preference 4,00,00,000.00Shares of Rs. 10 each

2. Article 4A of the Articles of Association of the Transferee Company provides that subject to theprovisions of Section 100 to 104 of the Companies Act, 1956 or any corresponding provisions ofthe Companies Act, 2013 (to the extend notified) , the Company may, reduce its capital on suchterms and conditions as shall be agreed.

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3. The Transferee Company was not performing well in past and has incurred losses which areaccumulated and standing in the balance sheet of the Company and hence the equity capital ofthe Company is not giving the true position of Company's Net Worth. While entering in thisscheme of arrangement, the management of company has found it appropriate to cancel certainpart of the aforesaid accumulated losses by reducing the equity share capital of the Company.Thus, in the benefit of the Transferee Company and the other Company being the part of thisScheme and their shareholders and to give correct position of the Net Worth the Board ofDirectors of the Transferee Company have decided to write-off certain portion of accumulatedpast losses against 90% of its paid-up equity capital by altering the face value of paid up equityshare capital and authorized equity share capital from Rs. 10 (Rupees Ten) to Re. 1 (RupeeOne) and thereafter amalgamation of the transferor company with the transferee company.Upon such cancellation of the paid up equity share capital, the management has also found itappropriate to alter the face value of authorized equity share capital to Re. 1 (Rupee One).

4. In accordance with above and pursuant to the reorganization and cancellation of aforesaid paidup equity share capital, the authorized equity share capital would be revised to Rs. 7,38,50,000(Rupees Seven Crores Thirty Eight Lacs and Fifty Thousand) divided into 7,38,50,000 (SevenCrore Thirty Eight Lacs and Fifty Thousand) equity shares of Re. 1/- (Rupee One) each and theissued, subscribed and paid-up equity share capital shall stand reduced to Rs. 73,85,000(Rupees Seventy Three Lacs Eighty Five Thousand) divided into 73,85,000 (Rupees SeventyThree Lacs Eighty Five Thousand) equity shares of Re. 1/- (Rupee One) each and

5. Approval of the Scheme pursuant to section 391 - 394 of the Companies Act, 1956 or anycorresponding provisions of the Companies Act, 2013 (to the extend notified) shall also bedeemed to be the approval under section 100 to 105 of the Companies Act, 1956 or anycorresponding provisions of the Companies Act, 2013 (to the extend notified) for reduction andcancellation of shares of the Transferee Company.

PART-IIIAMALGAMATION, TRANSFER & VESTING OF UNDERTAKING

1. With effect from the Appointed Date and upon the Scheme becoming effective, the entire businessand the whole of the undertaking(s), properties and liabilities of Transferor Company shall, interms of Section 391 and 394 and applicable provisions, if any, of the Companies Act 1956 orany corresponding provision of Companies Act ,2013 (to the extend notified), and pursuant tothe orders of the High Court or other appropriate authority or forum, if any, sanctioning theScheme, without any further act, instrument, deed, matter or thing, stand transferred and vestedin and/ or deemed to be transferred to and vested in Transferee Company as a going concernso as to become the undertaking(s), properties and liabilities of Transferee Company.

2. With effect from the Appointed Date and upon the Scheme becoming effective, the entire businessand undertaking of Transferor Company shall stand transferred to and be vested in TransfereeCompany without any further deed or act, together with all their properties, assets, rights, benefitsand interest therein, subject to existing charges thereon in favour of banks and financialinstitutions, as the case may be, in the following manner:

3. TRANSFER OF ASSETS

3.1. With effect from the Appointed Date and upon the Scheme becoming effective allmemberships, licenses, franchises, rights, privileges, permits, quotas, rights, entitlements,allotments, approvals, consents, concessions, trade mark licenses including applicationfor registration of trade mark, patents, copyrights and their right to use available to TransferorCompany as on appointed date or any which may be taken after the appointed date but tillthe effective date, shall get transferred to Transferee Company without any further instrument,deed or act or payment of any further fee, charge or securities.

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3.2. With effect from the Appointed Date and upon the Scheme becoming effective all Certificateof Registrations as available with Transferor Company as on Appointed Date or any whichmay be taken by Transferor Company after the Appointed Date but till the Effective Date shallget transferred to Transferee Company without any further instrument, deed or act or paymentof any further fee, charge or securities.

3.3. With effect from the Appointed Date and upon the Scheme becoming effective all the assetsof Transferor Company as are movable in nature including, but not limited to, stock ofgoods, raw materials available in the market/ depots/ Godown/factories, sundry debtors,plants and equipments, outstanding loans and advances, insurance claims, advance tax,Minimum Alternate Tax (MAT) set-off rights, pre-paid taxes, levies/liabilities, CENVAT/VATcredits if any, recoverable in cash or in kind or for value to be received, bank balances anddeposits, if any, with Government, Semi-Government, local and other authorities and bodies,customers and other persons or any other assets otherwise capable of transfer by physicaldelivery would get transferred by physical delivery only and all others assets would gettransferred by endorsement and delivery by vesting and recordable pursuant to this Scheme,shall stand vested in Transferee Company, and shall become the property and an integralpart of Transferee Company without any further instrument, deed or act or payment of anyfurther fee, charge or securities.

3.4. With effect from the Appointed Date and upon the Scheme becoming effective all incorporealproperties of Transferor Company as on Appointed Date or any which may be taken after theAppointed Date but till the Effective Date, shall get transferred to Transferee Companywithout any further instrument, deed or act or payment of any further fee, charge or securities.

3.5. With effect from the Appointed Date and upon the Scheme becoming effective, all immovableproperties including but not limited to land and buildings or any other immovable propertiesof Transferor Company, whether freehold or leasehold, and any documents of title, rightsand easements in relation thereto shall stand transferred to and be vested in TransfereeCompany, without any further instrument, deed or act or payment of any further fee, chargeor securities either by the Transferor Company or Transferee Company.

3.6. With effect from the Appointed Date, Transferee Company shall be entitled to exercise allrights and privileges and be liable to pay ground rent, taxes and fulfill obligations, in relationto or applicable to such immovable properties. The mutation/substitution of the title to theimmovable properties shall be made and duly recorded in the name of Transferee Companyby the appropriate authorities pursuant to the sanction of the Scheme by the Hon'ble HighCourt and the Scheme becoming effective in accordance with the terms hereof.

3.7. With effect from the Appointed Date and upon the Scheme becoming effective, all contracts,deeds, bonds, agreements, schemes, arrangements and other instruments of whatsoevernature in relation to Transferor Company to which the Transferor Company are the party orto the benefit of which Transferor Company may be eligible, and which are subsisting orhaving effect immediately before the Effective Date, shall be in full force and effect againstor in favor of Transferee Company and may be enforced as fully and effectually as if, insteadof Transferor Company, Transferee Company had been a party or beneficiary or obligeethereto.

3.8. With effect from the appointed date and upon the Scheme becoming effective, all permits,quotas, rights, entitlements, licenses including those relating to trademarks, tenancies,patents, copyrights, privileges, software, powers, facilities of every kind and description ofwhatsoever nature in relation to Transferor Company to which Transferor Company is theparty or to the benefit of which Transferor Company may be eligible and which are subsistingor having effect immediately before the effective date, shall be enforceable as fully andeffectually as if, instead of Transferor Company, Transferee Company had been a party orbeneficiary or obligee thereto.

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3.9. With effect from the Appointed Date and upon the Scheme becoming effective, any statutorylicenses, no-objection certificates, permissions or approvals or consents required to carryon operations of Transferor Company or granted to Transferor Company shall stand vestedin or transferred to Transferee Company without further act or deed, and shall be appropriatelytransferred or assigned by the statutory authorities concerned therewith in favor of TransfereeCompany upon the vesting of Transferor Company Businesses and Undertakings pursuantto this Scheme. The benefit of all statutory and regulatory permissions, licenses, approvalsand consents including the statutory licenses, permissions or approvals or consentsrequired to carry on the operations of Transferor Company shall vest in and become availableto Transferee Company pursuant to this scheme.

3.10. With effect from the Appointed Date and upon the Scheme becoming effective, all motorvehicles of any description whatsoever of Transferor Companies shall stand transferred toand be vested in the Transferee Company, and the appropriate Governmental andRegistration Authorities shall substitute the name of Transferee Company in place ofTransferor Companies, without any further instrument, deed or act or any further payment offee, charge or securities.

4. TRANSFER OF LIABILITIES

4.1. With effect from the Appointed Date and upon the Scheme becoming effective, all debts,liabilities, contingent liabilities, duties and obligations, secured or unsecured, whetherprovided for or not in the books of accounts or disclosed in the balance sheets of TransferorCompany, shall be deemed to be the debts, liabilities, contingent liabilities, duties andobligations of Transferee Company.

4.2. Without prejudice to the generality of the provisions contained herein, all loans raised afterthe Appointed Date but till the Effective Date and liabilities incurred by Transferor Companiesafter the Appointed Date but till the Effective Date for their operations shall be deemed to beof Transferee Company.

4.3. The transfer and vesting of the entire business and undertaking of Transferor Companiesas aforesaid, shall be subject to the existing securities, charges and mortgages, if any,subsisting, over or in respect of the property and assets or any part thereof of TransferorCompanies, as the case may be.

Provided that the securities, charges and mortgages (if any subsisting) over and in respectof the part thereof, of Transferee Company shall continue with respect to such assets orpart thereof and this Scheme shall not operate to enlarge such securities, charges ormortgages to the end and intent that such securities, charge and mortgage shall not extendor be deemed to extend, to any of the other assets of Transferor Companies vested inTransferee Company pursuant to the Scheme.

Provided always that this Scheme shall not operate to enlarge the security for any loan,deposit or facility created by Transferor Companies which shall vest in Transferee Companyby virtue of the amalgamation of Transferor Companies with Transferee Company andTransferee Company shall not be obliged to create any further or additional security therefor after the amalgamation has become operative.

4.4. Transferee Company will, at any time after the coming into effect of this Scheme in accordancewith the provisions hereof, if so required under any law or otherwise, execute deeds ofconfirmation or other writings or arrangements with any party to any contract or arrangementsin relation to Transferor Companies to which Transferor Company are parties, in order togive formal effect to the above provisions. Transferee Company shall, under the provisionsof this Scheme, be deemed to be authorized to execute any such writings on behalf ofTransferor Companies and to carry out or perform all such formalities or compliancesreferred to above on part of Transferor Companies.

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4.5. Loans or other obligations, if any, due either between Transferee Company and TransferorCompanies or amongst transferor companies shall stand discharged and there shall beno liability in that behalf. In so far as any securities, debentures or notes issued by theTransferor Company and held by the Transferee Company and vice versa are concerned,the same shall, unless sold or transferred by holder of such securities, at any time prior tothe Effective Date, stand cancelled and shall have no further effect.

5. LEGAL PROCEEDINGS

5.1. With effect from the Appointed Date, Transferee Company shall bear the burden and thebenefits of any legal or other proceedings initiated by or against Transferor Companies.

Provided however, all legal, administrative and other proceedings of whatsoever nature byor against Transferor Companies pending in any court or before any authority, judicial,quasi judicial or administrative, any adjudicating authority and/or arising after the AppointedDate and relating to Transferor Companies or its respective properties, assets, liabilities,duties and obligations shall be continued and/or enforced until the Effective Date by oragainst Transferor Companies; and from the Effective Date, shall be continued and enforcedby or against Transferee Company in the same manner and to the same extent as wouldor might have been continued and enforced by or against Transferor Companies.

5.2. If any suit, appeal or other proceedings of whatever nature by or against TransferorCompanies be pending, the same shall not abate, be discontinued or in any way beprejudicially affected by reason of the transfer of the Transferor Companies businessesand undertakings or of anything contained in this scheme but the proceedings may becontinued, prosecuted and enforced by or against Transferee Company in the same mannerand to the same extent as it would or might have been continued, prosecuted and enforcedby or against Transferor Companies as if this Scheme had not been made.

6. EMPLOYEE MATTERS

On occurrence of the Effective Date, all persons that were employed by Transferor Companiesimmediately before such date shall become employees of Transferee Company with the benefitof continuity of service on same terms and conditions as were applicable to such employees ofTransferor Companies immediately prior to such transfer and without any break or interruptionof service. Transferee Company undertakes to continue to abide by agreement/settlement, ifany, entered into by Transferor Companies with any union/employee thereof. With regard toProvident Fund, Gratuity Fund, Superannuation fund or any other special fund or obligationcreated or existing for the benefit of such employees of Transferor Companies upon occurrenceof the Effective Date, Transferee Company shall stand substituted for Transferor Company, forall purposes whatsoever relating to the obligation to make contributions to the said funds inaccordance with the provisions of such schemes or funds in the respective trust deeds or otherdocuments. The existing Provident Fund, Gratuity Fund and Superannuation Fund or obligations,if any, created by Transferor Companies for their employees shall be continued for the benefit ofsuch employees on the same terms and conditions. With effect from the Effective Date, TransfereeCompany will make the necessary contributions for such transferred employees of TransferorCompanies and deposit the same in Provident Fund, Gratuity Fund or Superannuation Fund orobligations, where applicable. It is the aim and intent of the Scheme that all the rights, duties,powers and obligations of Transferor Companies in relation to such schemes or funds shallbecome those of Transferee Company.

7. TAXATION AND OTHER MATTERS

7.1. With effect from the Appointed Date, all the profits or income accruing or arising to TransferorCompanies, and all expenditure or losses arising or incurred by Transferor Companiesshall, for all purposes, be treated (including all taxes, if any, paid or accruing in respect ofany profits and income) and be deemed to be and accrue as the profits or income or as

52

the case may be, expenditure or losses (including taxes) of Transferee Company.Moreover, Transferee Company shall be entitled to revise its statutory returns relating toindirect taxes like sales tax/ service tax/excise, etc. and to claim refund/credits and/or setoff all amounts under the relevant laws towards the transactions entered into by TransfereeCompany and Transferor Companies which may occur between the Appointed Date andthe Effective Date. The rights to make such revisions in the sales tax returns and to claimrefunds/credits are expressly reserved in favour of Transferee Company.

7.2. Transferee Company shall be entitled to revise its all Statutory returns relating to Directtaxes like Income Tax and Wealth Tax and to claim refunds/advance tax credits and/or setoff the tax liabilities of Transferor Companies under the relevant laws and its rights tomake such revisions in the statutory returns and to claim refunds, advance tax creditsand/or set off the tax liabilities is expressly granted.

7.3. It is expressly clarified that with effect from the Appointed Date, all taxes payable byTransferor Companies including all or any refunds of the claims/TDS Certificates shallbe treated as the tax liability or refunds/claims/TDS Certificates as the case may be ofTransferee Company.

7.4. From the Effective Date and till such time as the name of the Transferee Company wouldget entered as the account holder in respect of all the bank accounts and demat accountsof Transferor Companies in the relevant bank's/DP's books and records, the TransfereeCompany shall be entitled to operate the bank/demat accounts of Transferor Companiesin their existing names.

7.5. Since each of the permissions, approvals, consents, sanctions, remissions, specialreservations, incentives, concessions and other authorizations of Transferor Companiesshall stand transferred by the order of the High Court to Transferee Company, TransfereeCompany shall file the relevant intimations, for the record of the statutory authorities whoshall take them on file, pursuant to the vesting orders of the sanctioning court.

8. Conduct of Business

8.1. With effect from the Appointed Date and till the Scheme come into effect:

8.1.1. Transferor Company shall be deemed to carry on all their businesses and activities andstand possessed of their properties and assets for and on account of and in trust forTransferee Company; and all the profits accruing to Transferor Company and all taxesthereon or gains or losses arising or incurred by them shall, for all purposes, be treatedas and deemed to be the profits or losses, as the case may be, of Transferee Company.

8.1.2. Transferor Company shall carry on their businesses with reasonable diligence and in thesame manner as they had been doing hitherto, and Transferor Company shall not alteror substantially expand their businesses except with the concurrence of TransfereeCompany.

8.1.3. Transferor Company shall not, without the written concurrence of Transferee Company,alienate charge or encumber any of their properties except in the ordinary course ofbusiness or pursuant to any pre-existing obligation undertaken prior to the date ofacceptance of the Scheme by the Board of Directors of Transferee Company, as the casemay be.

8.1.4. Transferor Company shall not vary or alter, except in the ordinary course of their businessor pursuant to any pre-existing obligation undertaken prior to the date of acceptance ofthe Scheme by the Board of Directors of Transferee Company the terms and conditionsof employment of any of its employees, nor shall it conclude settlement with any union orits employees except with the written concurrence of Transferee Company.

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8.1.5. With effect from the Appointed Date, all debts, liabilities, duties and obligations of TransferorCompany as on the close of business on the date preceding the Appointed Date, whetheror not provided in their books and all liabilities which arise or accrue on or after theAppointed Date shall be deemed to be the debts, liabilities, duties and obligations ofTransferee Company.

8.2. Upon the Scheme coming into effect, Transferee Company shall commence and carryon and shall be authorized to carry on the businesses carried on by Transferor Company.

8.3. For the purpose of giving effect to the vesting order passed under Sections 391 and 394of the Companies Act, 1956 or any corresponding provisions of Companies Act, 2013 (tothe extend notified) in respect of this Scheme by the Hon'ble High Court, TransfereeCompany shall, at any time pursuant to the orders on this Scheme, be entitled to get therecordal of the change in the legal right(s) upon the vesting of the Transferor Companybusinesses and undertakings in accordance with the provisions of Sections 391 and394 of the Companies Act, 1956 or any corresponding provisions of Companies Act,2013 (to the extend notified). Transferee Company shall be authorized to execute anypleadings; applications, forms, etc. as are required to remove any difficulties and carryout any formalities or compliance as are necessary for the implementation of this Scheme.

PART- IVISSUE OF SHARES & ACCOUNTING TREATMENT

1. REORGANISATION OF CAPITAL IN THE TRANSFEREE COMPANY

1.1. Issue of Shares in the Share Capital of Transferee Company;

Upon this Scheme coming into effect and upon transfer and vesting of the business andundertaking of transferor company in transferee company, the consideration in respect ofsuch transfer shall, subject to the provisions of the Scheme, be paid and satisfied bytransferee company as follows:

1.1.1. Transferee Company, without further application, act or deed, shall issue and allot toeach of the shareholders of Transferor Company (other than the shares already heldtherein immediately before the amalgamation by Transferee Company, its Nominee orSubsidiary Company), shares in proportion of 990 (Nine Hundred Ninety) Equity sharesof face value of Re. 1 (Rupee One) each and 590 (Five Hundred Ninety) CompulsoryConvertible Preference Shares of Re. 1 (Rupee One) each in Transferee Company forevery 100 (One Hundred) Equity shares of face value of Rs.10/- (Rupee Ten) each held bythem in Transferor Company pursuant to this Scheme of Amalgamation.

1.1.2. The CCPS issued and allotted under this Scheme, would have seniority with respect todividends and proceeds from sale or dissolution from the Transferee Company andwould be also eligible for proportionate declaration and distribution of dividend togetherwith equity shares and shall be compulsorily convertible in the ratio of 1:1 at any timewithin a maximum period of five years, into the equity shares of face value of Re. 1 each.CCPS allotted under the Scheme, shall be converted into equity shares, in one or moretranches, within a maximum period of five years subject to condition that the conversionof CCPS does not breach the requirement of maintaining minimum public shareholdingas per Regulation 38 of Listing Regulations. Any CCPS, remain outstanding for conversionupon completion of five years of allotment, shall be cancelled subject to the complianceof all the applicable laws at that time.

1.1.3. For arriving at the share exchange ratio as outlined above, the Companies haveconsidered the Valuation Report submitted by an independent professional firm, M/sAARA & Company, Chartered Accountants.

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1.1.4. Cross holding at the time of record date (if any), between Transferor Company and theTransferee Company, if not transferred prior to the Effective Date, shall get cancelled atthe time of allotment of shares to the shareholders of Company by Transferee Companyand the approval of Scheme by the Court under section 391 and 394 of the CompaniesAct, 1956 or any corresponding provisions of Companies Act, 2013 (to the extend notified)shall also be treated as approval under section 100 of the Act for reduction of capitalpursuant to such cancellations.

1.1.5. Any fraction arising out of allotment of equity shares and CCPS as per clause 1.1.1 aboveshall be rounded off to the nearest round number.

1.1.6. The said Equity Shares in the capital of Transferee Company be issued to theshareholders of Transferor Company shall rank pari- passu in all respects, with theexisting Equity shares in Transferee Company from the Appointed Date. Such shares inTransferee Company, to be issued to the shareholders of Transferor Company will, for allpurposes, save as expressly provided otherwise, be deemed to have been held by eachsuch member from the Appointed Date.

1.1.7. Upon the Scheme becoming effective and subject to the above provisions, theshareholders of Transferor Company (other than the shares already held thereinimmediately before the amalgamation by Transferee Company) as on the record dateshall receive new share certificates. Upon the issue and allotment of new shares in thecapital of Transferee Company to the shareholders of Transferor Company, the sharecertificates in relation to the shares held by them in Transferor Company shall be deemedto have been cancelled. All certificates for the new shares in the capital of TransfereeCompany shall be sent by Transferee Company to the said shareholders of TransferorCompany at their respective registered addresses as appearing in the said registers (orin the case of joint holders to the address of that one of the joint holders whose namestands first in such Registers in respect of such joint holding) and Transferee Companyshall not be responsible for any loss in transmission. Transferee Company shall providean option to all the shareholders of transferor company to get the new equity shares intransferee company in dematerialized form and the shareholders of transferor companyshall have right to opt for new shares in dematerialized form by giving written confirmationwith required particulars of their demat accounts on or before the Record Date.

1.2. INCREASE IN AUTHORIZED SHARE CAPITAL

1.2.1. With effect from appointed date and upon the scheme becoming effective, without anyfurther acts or deeds on the part of the transferor company or transferee company andnotwithstanding anything contained in Section 61 of Companies Act, 2013, the AuthorizedShare capital of transferor Company as appearing in its Memorandum of Association onthe Effective Date shall get clubbed with the Authorized Share Capital of the transfereecompany as appearing in its Memorandum of Association on the Effective Date andpursuant to this clubbing the Clause V of the Memorandum of Association of the transfereecompany shall stand altered to give effect to the same with effect from the Effective Date.The Face Value of Equity share shall remain same as of the transferee company afterclubbing of Authorized Capital. Further, notwithstanding anything contained under section61 of the Companies Act, 2013, the Clubbed Authorized Capital of Transferee Companyshall be re-classified into Equity Share Capital, 0.1% Redeemable Non - ConvertibleCumulative Preference Shares and Compulsory Convertible Preference Shares Capitalon the effective date, and the Authorized Capital shall be as under:

• Equity Share Capital of Rs. 11,73,50,000 (Rupees Eleven Crore and Seventy ThreeLacs and Fifty Thousand) divided into 11,73,50,000 (Eleven Crore and Seventy ThreeLacs and Fifty Thousand) equity share of face value of Re. 1 (Rupee One) each.

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• 0.1% Redeemable Non - Convertible Cumulative Preference Share Capital of Rs.4,00,00,000 (Rupees Four Crore) divided into 40,00,000 (Forty Lacs) 0.1%Redeemable Non - Convertible Cumulative Preference Shares of Rs. 10 (RupeesTen) each;

• Compulsory Convertible Preference Share Capital of Rs. 6,500,000 (Rupees SixtyFive Lacs) divided into 65,00,000 Compulsory Convertible Preference Shares of Re.1 (Rupee One) each;

1.2.2. The filing fee and stamp duty already paid by the transferor company on its authorizedshare capital, which is being combined with the authorized share capital of the transfereecompany, shall be deemed to have been paid by the transferee company and accordingly,the transferee company shall not be required to pay any fee, additional fee, charges and/or stamp duty on the authorized share capital so increased.

1.2.3. If required, the Transferee Company shall take necessary steps to increase its authorizedshare capital on or before the Effective Date so as to make it sufficient for allotment ofshares and CCPS, to the shareholders of transferor company, in consideration ofamalgamation after considering the combined authorized share capital of transfereecompany.

1.3. On approval of the Scheme by the shareholders of transferee company pursuant toSection 391 - 394 of the Companies Act, 1956 or any corresponding provisions ofCompanies Act, 2013, to the extend notified, it shall be deemed that the said shareholdershave also accorded their consent under relevant Articles of the Articles of Association ofthe Company and Section 61 of Companies Act, 2013 or any other section as may beapplicable for giving effect to the provisions contained in this Scheme.

1.4. The issue and allotment of Shares to Shareholders of Transferor Company, as providedin this Scheme, shall be deemed to be made in compliance with the procedure laid downunder Section 62 of the Companies Act, 2013.

1.5. CHANGE IN NAME OF TRANSFEREE COMPANY

1.5.1. As per the arrangement the transferee company shall carry the business of transferorcompany and hence it is found expedient to replace the name of transferor company withthe name of the transferee company. Hence, with effect from Effective Date, without anyfurther acts or deeds on the part of the Transferee Company, name of transferee companyshall be changed from "Laurel Organics Limited" with the name of the Transferor Company"Kimia Biosciences Limited".

1.5.2. On approval of the Scheme Section 391 - 394 of the Companies Act, 1956 or anycorresponding provisions of the Companies Act, 2013, it shall be deemed that necessarycompliances under section 13 of the Companies Act, 2013 for change of name andalteration in Memorandum of Association of Transferee Company.

2. ACCOUNTING TREATMENT FOR AMALGAMATION

Upon the coming into effect of this Scheme, the amalgamation of the Transferor Companieswith the Transferee Company shall be accounted for as per the "Accounting Standard 14:Accounting for Amalgamations" as prescribed in the Companies (Accounting Standards) Rules,2006 issued by the Ministry of Corporate Affairs or the "Indian Accounting Standard (Ind AS) 103for Business Combination" prescribed under section 133 of the Companies Act, 2013, asnotified under the Companies (Indian Accounting Standard) Rules, 2015, (if applicable), as maybe amended from time to time such that:

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2.1. Transferee Company shall, record all the assets and liabilities, including Reserves ofthe Transferor Company vested in it pursuant to this Scheme, at their respective bookvalues as appearing in the books of Transferor Company on the Appointed Date.

2.2. If at the time of amalgamation, Transferor Company and Transferee Company haveconflicting accounting policies, a uniform accounting policy shall be adopted by TransfereeCompany following the amalgamation. The effect on the financial statements of anychange in accounting policies shall be reported in accordance with Accounting Standard5, 'Prior Period and Extraordinary Items and changes in accounting policies'.

2.3. Investment, if any, in the equity share capital of the Transferor Company by the TransfereeCompany as appearing in the books of accounts of Transferee Company or vice versa,if not transferred prior to the effective date, shall stand cancelled and there shall be nofurther obligation / outstanding in that behalf.

2.4. The loans and advance or payables or receivables of any kind, held inter-se, if anybetween Transferor Company and Transferee Company, as appearing in their respectivebooks of accounts shall stand discharged prior to Effective Date.

2.5. The difference between the share capital issued by the Transferee Company and the netassets of the Transferor Company acquired would be adjusted in the consolidatedreserves of the Transferee Company. Also, the difference, if any arising from the cancellationof cross-holdings (if any) shall also be adjusted in the consolidated reserves of theTransferee Company.

2.6. The accounting entries proposed in this Scheme shall be effected as a part of thisScheme and not under a separate process in terms of Section 78, 100 to 104 of theCompanies Act, 1956 or Section 52 or any corresponding provisions under CompaniesAct, 2013, to the extend notified,as the same neither involves diminution of liability inrespect of unpaid share capital of Transferee company nor any payment to any shareholderof the Transferee Company of any paid-up capital and the order of High Court sanctioningthe Scheme shall be deemed to be a due compliance of the provisions of Sections 100to 102 of the Companies Act. 1956 or any corresponding provisions of Companies Act,2013, consequently. Consequently, the Transferee Company shall not be required to usethe words "and reduced" as part of its corporate name.

3. LISTING AGREEMENT AND SEBI COMPLIANCES

3.1. Since the Transferee Company being a listed company, this Scheme is subject to theCompliances by the Transferee Company of all the requirements under the listingregulations and all statutory directives of the Securities Exchange Board of India ('SEBI')insofar as they relate to sanction and implementation of the Scheme.

3.2. The Transferee Company in compliance with the listing Regulations shall apply for the'Observation Letter' of BSE Limited, where its shares are listed in terms of the Regulation37 of the listing regulations.

3.3. The Transferee Company shall also comply with the directives of SEBI contained in theCircular No. CIR/CFD/CMD/16/2015 dated 30th November 2015;

3.4. As Para 9 of SEBI Circular No CIR/CFD/CMD/16/2015 dated 30th November 2015 isapplicable to this Scheme, therefore it is provided in the Scheme that the TransfereeCompany will provide voting by the public shareholders through postal ballot and e-voting and will disclose all material facts in the explanatory statement, to be sent to theshareholders in relation to the said Resolution.

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4. Saving of Concluded Transactions

The transfer of properties and liabilities and the continuance of proceedings by or againstTransferor Company as envisaged in above shall not affect any transaction or proceedingsalready concluded by Transferee Company on or before the Appointed Date and after theAppointed Date till the Effective Date, to the end and intent that Transferor Company accept andadopts all acts, deeds and things done and executed by Transferee Company in respect theretoas done and executed by Transferee Company in respect thereto as done and executed onbehalf of itself.

5. Dissolution of Transferor Company

On occurrence of the Effective Date, Transferor Company shall, without any further act or deed,shall stand dissolved without winding up.

PART - VOTHER PROVISIONS

1. Application/Petition to High Court:

1.1. Transferor Company and Transferee Company shall, with all reasonable dispatch, makeapplication/petition to the Hon'ble High Court, under Section 391 and other applicableprovisions of the Act, or any corresponding provisions of the Companies Act, 2013 (to theextend notified) , seeking orders for dispensing with or convening, holding and conductingof the meetings of the classes of their respective members and/or creditors and forsanctioning the Scheme with such modifications as may be approved by the Hon'bleHigh Court.

1.2. On the Scheme being agreed to by the requisite majorities of all the classes of themembers and/or creditors of Transferor Company and Transferee Company shall, withall reasonable dispatch, apply to the Hon'ble High Court, for sanctioning the Schemeunder Sections 391, 394 and other applicable provisions of the Companies Act 1956, orthe corresponding provisions of the Companies Act, 2013 (to the extend notified), and forsuch other orders, as the said High Court may deem fit for carrying this Scheme intoeffect and for dissolution of Transferor Company without winding-up.

2. Conditionality of Scheme:

The Scheme is conditional upon and subject to:

2.1. The Scheme being approved by the requisite majorities in number and value of suchclasses of persons including the Members and / or Creditors of the Transferor Companiesand Transferee Company as may be directed by the Court or any other competent authority,as may be applicable.

2.2. As Para 9 of SEBI Circular No CIR/CFD/CMD/16/2015 dated 30th November 2015 isapplicable to this Scheme, therefore it is provided in the Scheme that the TransfereeCompany will provide voting by the public shareholders through postal ballot and e-voting and will disclose all material facts in the explanatory statement, to be sent to theshareholders in relation to the said Resolution

2.3. As Para 9 of SEBI Circular No CIR/CFD/CMD/16/2015 dated 30th November 2015 isapplicable to this Scheme, the Scheme shall be acted upon only if the votes cast by thepublic shareholders in favour of the Scheme are more than the number of votes cast bythe public shareholders against it.

2.4. The Scheme being sanctioned by the Court or any other authority under Sections 391 to394 of the Companies Act, 1956 or any corresponding provisions of the Companies Act,2013 (to the extend notified) and to the necessary Order under Section 394 of the said

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Companies Act, 1956 or any corresponding provisions of the Companies Act, 2013 (tothe extend notified) being obtained.

2.5. Certified copies of the Orders of the Court sanctioning the Scheme being filed with therespective Registrar of Companies by the Transferor Company and Transferee Company;

2.6. The requisite, consent, approval or permission of the Central Government or any otherstatutory or regulatory authority, if any, which by law may be necessary for theimplementation of this Scheme.

3. Modification or Amendment

3.1. Transferee Company (acting through its Board of Directors) and Transferor Company(acting through its respective Board of Directors) may assent to any modifications oramendments to this Scheme which the High Court(s) and/or other authorities may deemfit to direct or impose or which may otherwise be considered necessary or desirable forany question or doubt or difficulty that may arise for implementing and/or carrying out thescheme or which is generally in the benefit or interest of the shareholders and/or creditors.Transferee Company (acting through its Board of Directors) and Transferor Company(each acting through its respective Board of Directors) and after the dissolution of TransferorCompany; Transferee Company (by its Board of directors) be and is hereby authorized totake such steps and do all acts, deeds and things as may be necessary, desirable orproper to give effect to this Scheme and to resolve any doubt, difficulties or questionswhether by reason of any order(s) of the High Court(s) or of any directive or order(s) of anyother authorities or otherwise howsoever arising out of, under or by virtue of this Schemeand/or any matters concerning or connected therewith.

3.2. Transferor Company and Transferee Company shall be at liberty to withdraw from thisScheme in case any condition or alteration imposed by the Hon'ble High Court or anyother authority is not on terms acceptable to them.

3.3. In the event of this Scheme failing to take effect finally this Scheme shall become null andvoid and in that event no rights and liabilities whatsoever shall accrue to or be incurredinter se by the parties or their shareholders or creditors or employees or any otherperson. In such case each Company shall bear its own costs or as may be mutuallyagreed.

4. General Terms and Conditions

All costs, charges, fees, taxes including duties (including the stamp duty, if any, applicable inrelation to this Scheme), levies and all other expenses, if any (save as expressly otherwiseagreed) arising out of or incurred in carrying out and implementing the terms and conditions orprovisions of this Scheme and matters incidental thereto shall be borne and paid by TransfereeCompany. All such costs, charges, fees, taxes, stamp duty including duties (excluding the stampduty, if any, paid on this scheme which shall be pro rata added to the value of the immovableproperties), levies and all other expenses, shall be debited to the Profit and Loss Account ofTransferee Company.

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SUMMARY OF VALUATION REPORT

1. BRIEF OF THE COMPANIES INVOLVED UNDER THIS AMALGAMATION

1.1. LAUREL ORGANICS LIMITED (herein after referred to as 'Transferee Company' or 'LOL'), bearing CINL24239HR1993PLC032120 was originally incorporated under the name of "Dolphin Organics Limited"on 27th September, 1993 under the provisions of Companies Act, 1956 and had obtained certificate ofcommencement of business on 19th October 1993. The name of Ccompany was changed to its presentname Laurel Organics Limited and fresh certificate of incorporation dated 19th April 1995 was issuedby the RoC, NCT of Delhi & Haryana. The registered office of the Company is situated Village Bhondsi,Tehsil Sohna, Gurgaon, Haryana - 122102. The Equity Shares of the Company are Listed at BSE Limitedand Ahmedabad Stock Exchange Limited. The shares of the Company were also listed on Delhi StockExchange Limited, Madras Stock Exchange Limited and Jaipur Stock Exchange Limited, however, theSEBI through its orders has derecognized these stock exchange(s) and has withdrawn their recognitions.

We understand that the company was earlier engaged in the business of manufacturing of generic bulkdrugs however, the company from last several years is not carrying out any such business activitiesand have been running into losses.

1.2. 'Kimia Biosciences Limited' or 'KBL' or 'Transferor Company' bearing CIN U24233DL2007PTC167770was originally incorporated under the name of "R. S. Pharma Plus Private Limited on 5th September2007 under the provisions of Companies Act, 1956 and certificate of Incorporation was obtained fromRoC, NCT of Delhi & Haryana. Subsequently the name of the company was changed to Kimia BiosciencesPrivate Limited and a fresh certificate of incorporation was issued on 17th February 2012 by the RoC,NCT of Delhi & Haryana. Thereafter, the company got converted in public company and the name waschanged to its present name Kimia Biosciences Limited and fresh certificate of incorporation wasissued on 6th June. 2016 by the RoC, NCT of Delhi & Haryana. The registered office of the transferorcompany is presently situated at C-52, Rohit Kunj, Pitampura, Delhi -110034, however, the company hasalready filed the application before Regional Director for shifting of its registered office to VillageBhondsi, Tehsil Sohna, Gurgaon, Haryana - 122102.

KBL is engaged in the business of manufacturing and trading of pharmaceuticals products specificallybulk drugs.

2. SCHEME OF ARRANGEMENT

The Scheme is broadly divided into two parts - (1) Internal Reorganization of Share Capital of the TransfereeCompany and (2) Amalgamation of the Transferor Company with Transferee Company. The reorganizationof share capital will allow the transferee company to restructure its equity share capital by writing-offcertain portion off of accumulated past losses against 90% of its paid-up equity share capital and pursuantto reduction, the face value of shares shall be reduced from Rs. 10 (Rupees Ten) to Re. 1 (Rupee One). Thereduction in share capital and proportionate writing off of accumulated loss shall portray the true financialposition of the transferee company into the books. Further, the amalgamation of the transferor company willstrengthen the balance sheet of the transferee company and shall create a larger and stronger entity, whichwill have better resources for business growth and expansion. The scheme of arrangement shall providea running and profitable business to the transferee company which has growth potential and shall alsoprovide the shareholders of transferor company liquidity through listing and hence there is significantsynergy for consolidation of the two entities.

The other benefits likely to arise through the proposed arrangement are as follows:

I. Optimum and efficient utilization of capital, resources, assets and facilities;

II. Enhancement of competitive strengths including financial resources;

III. Consolidation of businesses and enhancement of economic value addition and shareholder value;

IV. Obtaining synergy benefits;

V. Better management and focus on growing the businesses.

VI. The amalgamation would result in reduction of overheads, administrative, managerial and otherexpenditure and bring about operational rationalization, efficiency and optimum utilization of variousresources.

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VII. A larger growing company will mean enhanced financial and growth prospects for the people andorganization connected therewith, and will be in public interest. The amalgamation will conducive forbetter and more efficient and economical control over the business and financial conduct of theCompanies

3. METHODS APPLIED FOR THE PURPOSE OF AMALGAMATION

PRICE OF RECENT INVESTMENT (PORI):-

The recent investment in the business is often taken as the base value if there are no substantial changessince the last investment.

To arrive at the value of Transferee Company, valuer has applied this methodology in our valuation analysisas Transferor Company through SPA acquired 3,629,500 shares at a price of INR 3 per share from the thenPromoters of the Transferee Company and has given open offer in accordance with SEBI (SubstantialAcquisition of Shares & Takeovers) Regulations, 2011, wherein it acquired 98,600 from its shareholders atprice of INR 3 /- per share. The above price represents the actual transaction value.

Valuer has not considered PORI while valuing Transferor Company due to lack of any recent investment inTransferor Company.

ASSET BASED METHOD:-

Asset Based Method (NAV) views the business as a set of assets and liabilities that are used as buildingblocks to construct the base value of the company. This method is generally used to evaluate the entrybarrier that exists in a business.

For valuing the shares of "Transferor Company" valuer have applied Asset Based Method based on thebasis of Audited Balance Sheet as on 31st March 2016, the same has not been considered while valuing theshares of the Transferee Company since the company is running into losses which have further eroded theNetworth of the Company.

Amount in INR

Particulars Audited 31.03.2016

Share Capital 11,048,000.00

Reserves & Surplus 20,199,154.00

Net Worth 31,247,154.00

Number of shares 1,104,800

value per share 28.28

COMPARABLE COMPANIES MULTIPLE (CCM) METHOD:-

Comparable Company Multiple (CCM) Method uses the valuation ratios of a publicly traded company andapplies that ratio to the company being valued (after applying appropriate discount). The valuation ratiotypically expresses the valuation as a function of a measure of financial performance or Book Value (e.g.Turnover, EBITDA, EBIT, EPS or Book Value). A key benefit of CCM analysis is that the methodology is basedon the current market stock price. The current stock price is generally viewed as one of the best valuationmetrics because markets are considered somewhat efficient. The difficulty here is in the selection of acomparable company since it is rare to find two or more companies with the same product portfolio, size,capital structure, business strategy, and profitability and accounting practices. Whereas no publicly tradedcompany provides an identical match to the operations of a given company, important information can bedrawn from the way similar enterprises are valued by public markets.

For valuing shares of the Transferor Company valuer has considered comparable companies multiplemethod analysis, and valuer have taken the PE Multiple of listed peer companies as on 31.03.2016 andprovided marketability discount 15% and then multiplied this with the profit as on 31.03.2016 to arrive at theEquity Value of the Transferor Company.

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However, valuer has not considered comparable companies multiple method analysis for the purpose ofvaluation of the Transferee Company as the Company is running into losses.

valuer has selected the Companies on the basis of the following parameters:-

a. Business Model: - For peer group selection we have taken listed companies (Small / Mid Cap / LargeCap) on stock exchanges belonging to similar Industry and considered their PE Multiples as on 31.03.2016.

b. Trade Volume: - Only those companies have been considered whose shares are frequently traded atthe Stock Exchanges.

Particulars Amount in INR

PAT for FY16 5,588,404.76

Adjusted industry Multiple 11.26

Equity Value 62,946,194.48

Number of shares 1,104,800

Value per share 56.98

COMPUTATION OF FAIR VALUE:-

Methodologies Applied KBL LOL

Net Asset Value (NAV) 28.28 -

Comparable Companies Multiple (CCM) 56.98 -

Price of recent Investment (PORI) - 3.00

Weights

Net Asset Value (NAV) 1 -

Comparable Companies Multiple (CCM) 2 -

Price of recent Investment (PORI) - 1

Weighted average value per share (INR) 47.41 3.00

Share Exchange Ratio 15.80 1

4. SHARE EXCHANGE RATIO

On the basis of the above analysis, the Share Exchange Ratio (Post reduction) has been arrived at andaccordingly equity shares of "LOL" (Transferee Company) shall be issued to the shareholders of "KBL"(Transferor Company) in the ratio mentioned below:

"LOL" shall issue 990 (Nine Hundred Ninety) Equity shares of face value of Re. 1 (Rupee One) each and 590(Five Hundred Ninety) Compulsory Convertible Preference Shares of Re. 1 (Rupee One) each in "LOL" forevery 100 (One Hundred) Equity shares of face value of Rupees 10/- (Rupee Ten) each held by them in"KBL" pursuant to Scheme of Amalgamation.

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ADOPTION OF REPORT BY BOARD OF DIRECTORS OF LAUREL ORGANICS LIMITED IN ITS MEETINGHELD ON WEDNESDAY, AUGUST 23, 2017 EXPLAINING THE EFFECT OF SCHEME ON EQUITYSHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTERSHAREHOLDERS OF THE COMPANY PURSUANT TO THE PROVISIONS OF SECTION 232(2)(c) OFTHE COMPANIES ACT, 2013.

1. Background

1.1. The proposed Composite Scheme of Arrangement between Laurel Organics Limited ("LOL"or ''Transferee Company'') and Kimia Biosciences Limited ("KBL" or 'Transferor Company'')and their respective shareholders and creditors ("the Scheme") was approved by the Boardof Directors of Transferee Company vide resolution dated August 02, 2016. Subsequent tothe said date, provisions of Section 230 to 232 of the Companies Act, 2013, inter alia,governing amalgamation of companies have become operative with effect from 15th day ofDecember 2016. Provisions of Section 232(2) (c) of the Companies Act, 2013 requires theDirectors to adopt a report explaining the effect of arrangement and amalgamation onequity shareholders, key managerial personnel (KMPs), promoters and non-promotersshareholders of the Transferee Company laying out in particular the share exchange ratioand the same is required to be circulated to for the meeting(s) so ordered by the NationalCompany Law Tribunal.

1.2. This report of the Board is accordingly being made in pursuance to the requirements ofSection 232(2) (c) of the Companies Act, 2013.

1.3. The following documents were placed before the Board:

1.1.1. Draft Scheme duly initialed for the purpose of identification;

1.1.2. Joint Valuation Report dated August 02, 2016 of M/s. AARA & Company, CharteredAccountants ("the Valuers"), Independent Chartered Accountants describing themethodology adopted by them in arriving at the Share Entitlement Ratio ("ValuationReport").

1.1.3. Fairness Opinion dated August 02, 2016 prepared by Corporate Professionals CapitalPrivate Limited, a Category I Merchant Banker, providing the Fairness Opinion on theshare exchange ratio ("Fairness Opinion") as recommended by M/s. AARA & Company,Chartered Accountants, the Valuers.

1.1.4. Report of the Audit Committee of the Board of Directors dated August 02, 2016.

1.1.5. Summary of the Joint Valuation/ Share Exchange Ratio report along with the basisof such valuation.

2. Effect of the Scheme of Arrangement as summarized below on equity shareholders(promoter shareholders), and KMPs of Transferee Company.

2.1. Under Part II of the Scheme, Transferee Company have decided to write-off certain portionof accumulated past losses against 90% of its paid-up equity capital by altering the facevalue of paid up equity share capital and authorized equity share capital from Rs. 10 (RupeesTen) to Re. 1 (Rupee One). Upon the effectiveness of Part III of the Scheme, i.e. amalgamationof Transferor Company with Transferee Company, the Transferee Company shall allot

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equity shares, based on the Share Exchange Ratio, as under and more particularly in themanner as stipulated in Part IV of the Scheme, to the equity shareholders of the TransferorCompany:

Transferee Company, without further application, act or deed, shall issue and allot to eachof the shareholders of Transferor Company (other than the shares already held thereinimmediately before the amalgamation by Transferee Company, its Nominee or SubsidiaryCompany), shares in proportion of 990 (Nine Hundred Ninety) Equity shares of face valueof Re. 1 (Rupee One) each and 590 (Five Hundred Ninety) Compulsory ConvertiblePreference Shares of Re. 1 (Rupee One) each in Transferee Company for every 100 (OneHundred) Equity shares of face value of Rs.10/- (Rupee Ten) each held by them in TransferorCompany pursuant to this Scheme of Amalgamation.

2.2. Cross holding at the time of record date (if any), between Transferor Company and theTransferee Company, if not transferred prior to the Effective Date, shall get cancelled at thetime of allotment of shares to the shareholders of Transferor Company by TransfereeCompany.

2.3. As far as the Shareholders of the Company are concerned (Promoter Shareholders as wellas Non-Promoter Shareholders), on amalgamation of the Transferor Company with theTransferee Company, the promoter of the Transferor Company becomes the promoter ofthe Transferee Company and thus non-promoters holding in the Transferee Company willreduced from 49.52% to 25.06% after effectuation of the scheme of Arrangement.

2.4. The scheme would not have any effect on Key managerial personnel of Transferee Company.

2.5. No special valuation difficulties were reported.

By order of the Board.

For Laurel Organics Limited

Sd/-

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ADOPTION OF REPORT BY BOARD OF DIRECTORS OF KIMIA BIOSCIENCES LIMITED IN ITS MEETINGHELD ON WEDNESDAY, AUGUST 23, 2017 EXPLAINING THE EFFECT OF SCHEME ON EQUITYSHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTERSHAREHOLDERS OF THE COMPANY PURSUANT TO THE PROVISIONS OF SECTION 232(2)(c) OFTHE COMPANIES ACT, 2013.

1. Background

1.1. The proposed Composite Scheme of Arrangement between Kimia Biosciences Limited("KML" or 'Transferor Company'') and Laurel Organics Limited ("LOL" or ''TransfereeCompany'') and their respective shareholders and creditors ("the Scheme") was approvedby the Board of Directors of Transferor Company vide resolution dated August 02, 2016Subsequent to the said date, provisions of Section 230 to 232 of the Companies Act, 2013,inter alia, governing amalgamation of companies have become operative with effect from15th day of December 2016. Provisions of Section 232(2) (c) of the Companies Act, 2013requires the Directors to adopt a report explaining the effect of arrangement andamalgamation on equity shareholders, key managerial personnel (KMPs), promoters andnon-promoters shareholders of the Transferor Company laying out in particular the shareexchange ratio and the same is required to be circulated to for the meeting(s) so ordered bythe National Company Law Tribunal.

1.2. This report of the Board is accordingly being made in pursuance to the requirements ofSection 232(2) (c) of the Companies Act, 2013.

1.3. The following documents were placed before the Board:

1.3.1. Draft Scheme duly initialed by Company Secretary for the purpose of identification;

1.3.2. Joint Valuation Report dated August 02, 2016 of M/s. AARA & Company, CharteredAccountants ("the Valuers"), Independent Chartered Accountants describing themethodology adopted by them in arriving at the Share Entitlement Ratio ("ValuationReport").

1.3.3. Fairness Opinion dated August 02, 2016 prepared by Corporate Professionals CapitalPrivate Limited, a Category I Merchant Banker, providing the Fairness Opinion on theshare exchange ratio ("Fairness Opinion") as recommended by M/s.AARA & Company,Chartered Accountants, the Valuers.

1.3.4. Summary of the Joint Valuation/ Share Exchange Ratio report along with the basis ofsuch valuation.

2. Effect of the Scheme of Arrangement as summarized below on equity shareholders(promoter shareholders), employees and KMPs of Transferor Company.

2.1. Under Part II of the Scheme, Transferee Company have decided to write-off certain portionof accumulated past losses against 90% of its paid-up equity capital by altering the facevalue of paid up equity share capital and authorized equity share capital from Rs. 10 (RupeesTen) to Re. 1 (Rupee One). Upon the effectiveness of Part III of the Scheme, i.e. amalgamationof Transferor Company with Transferee Company, the Transferee Company shall allotequity shares, based on the Share Exchange Ratio, as under and more particularly in themanner as stipulated in Part IV of the Scheme, to the equity shareholders of the TransferorCompany:

Annexure-VII

94

Transferee Company, without further application, act or deed, shall issue and allot to eachof the shareholders of Transferor Company (other than the shares already held thereinimmediately before the amalgamation by Transferee Company, its Nominee or SubsidiaryCompany), shares in proportion of 990 (Nine Hundred Ninety) Equity shares of face valueof Re. 1 (Rupee One) each and 590 (Five Hundred Ninety) Compulsory ConvertiblePreference Shares of Re. 1 (Rupee One) each in Transferee Company for every 100 (OneHundred) Equity shares of face value of Rs.10/- (Rupee Ten) each held by them in TransferorCompany pursuant to this Scheme of Amalgamation.

2.2. Cross holding at the time of record date (if any), between Transferor Company and theTransferee Company, if not transferred prior to the Effective Date, shall get cancelled at thetime of allotment of shares to the shareholders of Transferor Company by TransfereeCompany.

2.3. As far as the Shareholders of the Company are concerned (Promoter Shareholders as wellas Non-Promoter Shareholders), all of them except the equity shares held by TransfereeCompany as per para 2.2 above will be issued and allotted equity shares in the sharecapital of the Listed Transferee Company in accordance with the aforementioned shareexchange ratio and the equity shares held by them in the Company will stand cancelled.

2.4. Under Clause 6 of Part III of the Scheme, on and from the Effective Date, Transferee Companyundertakes that all persons that were employed by the Transferor Company immediatelybefore such date shall become employees of the Transferee Company with the benefit ofcontinuity of service on same terms and conditions as were applicable to such employeesof Transferor Company immediately prior to such transfer and without any break orinterruption of service and in the manner provided under Clause 6 of Part III of the Scheme.In the circumstances, the rights of the Employees of the Transferor Company would in noway be affected by the Scheme.

2.5. Key managerial personnel of the Transferor Company would be absorbed as employeesof the Transferee Company at not less beneficial terms in comparison of their existingterms and remuneration, except that the designation may get changed as per theremuneration policy of the transferee company.

2.6. No special valuation difficulties were reported.

By order of the Board.

For Kimia Biosciences Limited

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INDEPENDENT AUDITOR'S REPORT

To

The Members,M/s Laurel Organics Limited

Report on the Financial Statements

We have audited the accompanying financial statements of M/s LAUREL ORGANICS LTD which comprise theBalance Sheet as at 31/03/2017, Statement of Profit and Loss and the Cash Flow Statement for the year ended on thatdate, and a summary of significant accounting policies and other explanatory information.

Management Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013("the Act") with respect to the preparation of these Financial Statements that give a true and fair view of the financialposition, financial performance and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India, including the Accounting Standards specified under section 133 of the Act, read withRule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance ofadequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness ofthe accounting records, relevant to the preparation and presentation of the Financial Statements that give a true andfair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Financial Statements based on our audit. We have taken intoaccount the provisions of the Act, the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in theFinancial Statements. The procedures selected depend on the auditor's judgment, including the assessment of therisks of material misstatement of the Financial Statements, whether due to fraud or error. In making those riskassessments, the auditor considers internal financial control relevant to the Company's preparation of the FinancialStatements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances.An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of theaccounting estimates made by the Company's Directors, as well as evaluating the overall presentation of theFinancial Statements.

We believe that the audit evidences we have obtained are sufficient and appropriate to provide a basis for our auditopinion on the Financial Statements.

Basis for Qualified Opinion

The Company has accumulated losses and its net worth has been fully eroded. The Company's current liabilitiesexceeded its current assets as at the balance sheet date, business of the Company has remained suspended formajor part of the financial year, and also the Company incurred net loss during the current and previous year(s)affecting the going concern assumptions. Appropriateness of the assumption of 'going concern' is dependent uponCompany's ability to raise sufficient resources/ generate cash flows in future to meet its obligations. Management ofthe company has, though, expressed positive hope in this regard as necessary funds required for upgradation/renovation of plant have been infused during the FY by them and phase I of the process has completed and part ofthe plant facility has started yielding revenue during last quarter and , therefore, the financial statements of theCompany have been prepared on a going concern basis.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effectsof the matter described in the Basis for Qualified Opinion paragraph above, the financial statements give theinformation required by the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India:

(a) In case of the Balance Sheet, of the state of affairs of the Company as at 31/03/2017;

(b) In case Statement of Profit and Loss Account, Loss of the for the year ended on that date;

(c) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure-VIII

96

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by the Government of Indiain terms of sub-section (11) of section 143 of the Act, and on the basis of such checks of the books andrecords of the Company as we considered appropriate and according to the information and explanationsgiven to us, we give in the Annexure-I a statement on the matters specified in the paragraphs 3 and 4 of thesaid Order.

2. As required by section 143(3) of the Act, we further report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledgeand belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by the Company so far as itappears from our examination of those books;

(c) The balance sheet, the statement of profit and loss and the cash flow statement dealt with by thisReport are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standardsspecified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014,exceptfor the possible effects of the matter described in the Basis for Qualified Opinion paragraph;

(e) In our opinion, though the matter described in the basis of qualified opinion above has potential adverseeffect on the functioning of the Company in future, the changed management and Board of Directors,which has already taken place and ownership change process is under way, has expressed theirbelief that this matter will not have adverse effect on the functioning of the Company in view of positivesteps being undertaken to comply with all obligations, past as well as future, and also step-up operationsin coming future.

(f) On the basis of the written representations received from the directors as on 31 March 2017 taken onrecord by the Board of Directors, none of the directors is disqualified as on 31 March 2017 from beingappointed as a director in terms of Section 164 (2) of the Companies Act,2013.

(g) Report on the internal financial controls under clause (i) of sub-section 3 of section 143 of the CompaniesAct 2013 is enclosed as Annexure-II to this report.

(h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information andaccording to the explanations given to us:

i. The Company has disclosed the impact of pending litigations, if any, on its financial position, in itsfinancial statements.

ii. The Company did not have long-term contracts including derivatives contracts for which therewere material foreseeable losses.

iii. No amount is required to be transferred to the Investor Education and Protection Fund by theCompany as on 31 March, 2017.

iv. the Company has provided requisite disclosures as below as to holdings as well as dealings inSpecified Bank Notes during the period from 8 November, 2016 to 30 December, 2016 and theseare in accordance with the books of accounts maintained by the Company:

SBNs Other denomination notes TotalClosing cash in hand as on 08.11.2016 240000 9195 249195(+) Permitted receipts Nil 213550 213550(-) Permitted payments Nil 212538 212538(-) Amount deposited in Banks 240000 Nil 240000Closing cash in hand as on 30.12.2016 Nil 10207 10207

For A K Jalan & Associates

Chartered Accountants(FRN 500107N)

Place: New Delhi

Date : 30/05/2017 Sd/-(CA A K Jalan,FCA),Partner

Membership No.052776

97

ANNEXURE-I

Annexure referred to in Paragraph (1) under Report on Other Legal and Regulatory Requirementsof our Report of even date to the members of LAUREL ORGANICS LTD on the accounts for the yearended 31st March 2017.

Report under the Companies (Auditor's Report) Order, 2016, under sub-section (11) of section 143of the Act of the Companies Act, 2013 ("the Act")

On the basis of such checks as we considered appropriate and according to the information and explanationsgiven to us during the course of our audit, we report that:

1. Fixed Assets:

(a) The company has maintained records showing full particulars, including quantitative details and situationof its Fixed Assets on computer assisted system.

(b) As per information and explanations given to us, the Fixed Assets of the Company have beenphysically verified by the management during the year and it seems that the procedure of physicalverification employed was reasonable having regard to the size of the Company and the nature of itsassets. No material discrepancies were found on such verification.

(c) According to the information and explanation given to us and on the basis of our examination of therecords of the company, the title deeds of immovable properties are held in the name of the company.

2. Inventories:

As per information and explanation given to us, the inventories were physically verified during the year bythe Management at reasonable intervals and no material discrepancies were noticed on physical verification.

3. Loans granted by the Company:

As per information and explanations given to us, the company has not granted loans, secured or unsecuredto companies, firms, LLP or other parties covered in the register maintained under section 189 of theCompanies Act, 2013. Therefore, paragraph 3(iii) of the order is not applicable.

4. Loans to Directors and Investment by company:

As per information and explanations given and books and records examined by us, no loan has been givento directors and company has made no investment. Hence, paragraph 3(iv) of the order is not applicable.

5. Acceptance of Deposits:

The company has not accepted deposits from the public and therefore the directions of the Reserve Bankof India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013and the rules framed thereunder are not applicable to the Company. Hence, paragraph 3(v) of the order isnot applicable.

6. Maintenance of Cost Records:

The Central Govt. has prescribed Rules for the maintenance of the cost records u/s 148(1) of the CompaniesAct,2013. Company has appointed Cost Audit for the Financial Year 2013-14 and thereafter due to upwardchange in the quantum of applicability of provisions, under which the Company does not fall, no audit wasappointed.

7. In respect of Statutory Dues:

(a) According to the information and explanation given to us and on the basis of our examination ofrecords of the Company, the Company is generally regular in depositing the undisputed statutory duesas applicable with appropriate authorities in India.

(b) According to the information and explanation given to us and the records of the Company examinedby us, no disputed statutory dues were outstanding for payments before any forum for relief orotherwise.

8. Repayment of Loans:

Company has not raised term loans from Banks/Financial Institutions during the year under audit. Hence,paragraph 3(viii) of the order is not applicable.

98

9. Utilisation of IPO and further Public offer:

In terms of the information and explanations given to us, no moneys have been raised by way of initialpublic offer or further public offer (including debt instruments) and term loans by the Company during theFinancial year under review. However, as per members approval Company has issued and allotted 0.10%Redeemable, Non-Convertible, Cumulative Preference Shares 40,00,000 of Rs.10 each for Rs.400 lacs onprivate placement basis during the financial year and the funds so raised has been utilized for the purposefor which it has been issued.

10. Reporting of Fraud:

According to the information and explanations given to us and based on the audit procedures performedand representation obtained from the management, we report that the fraud on or by the Company, havingmaterial misstatement on the financial statements has not been noticed or reported during the year underaudit.

11. Approval of Managerial Remuneration:

In our opinion, and according to the information and explanations given to us, no managerial remunerationhas been paid or provided in terms of section 197 read with Schedule V to the Companies Act,2013.

12. Nidhi Company:

In terms of the information and explanations given, the Company is not a Nidhi Company. Hence, paragraph3(xii) of the order is not applicable.

13. Related Party Transactions:

As per information and explanations given and the books and records examined by us, we state thattransactions with the related parties are in compliance with section 188 of Companies Act, 2013 and properdisclosure have been made in the Financial Statement under audit at appropriate places(s).

14. Private Placement or Preferential Issues:

As per information and explanations given to us, the company has not made preferential allotment or privateplacement of equity shares or fully or partly convertible debentures during the year under review. However,private placement of 0.10% Redeemable, Non-Convertible, Cumulative Preference Shares 40,00,000 ofRs.10 each for Rs.400 lacs has been made by the Company during the year under review as per theapproval of the members by way of a resolution passed in their extra ordinary general meeting held on 30/03/2016 and necessary compliance in the matter has been done.

15. Non Cash Transactions:

As per information and explanations given and the books and records examined by us, we state that thecompany has not entered into any non-cash transactions with directors or persons connected with them.Hence, paragraph 3(xv) of the order is not applicable.

16. Register under RBI Act 1934:

The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.Hence, paragraph 3(xvi) of the order is not applicable.

For A K Jalan & AssociatesChartered Accountants

(FRN 500107N)

Sd/-(CA A K Jalan,FCA),Partner

Membreship No.052776

99

ANNEXURE-II

Annexure referred to in Paragraph [2(f)] under Report on Other Legal and Regulatory Requirements of our Reportof even date to the members of LAUREL ORGANICS LTD on the accounts for the year ended 31st March 2017.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,2013 ("the Act")

We have examined the internal financial controls over financial reporting of M/s LAUREL ORGANICS LTD ('theCompany') as on 31-Mar-2017 in connection with our audit of the standalone financial statements of the Companyfor the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls. Theseresponsibilities include the design, implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its business, including adherence tocompany's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy andcompleteness of the accounting records, and the timely preparation of reliable financial information, as requiredunder the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting basedon our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial ControlsOver Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internalfinancial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute ofChartered Accountants of India. Those Standards and the Guidance Note 168 require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if such controls operated effectivelyin all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding of internal financial controls overfinancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design andoperating effectiveness of internal control based on the assessed risk. The procedures selected depend on theauditor's judgment, including the assessment of the risks of material misstatement of the financial statements,whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles, and that receipts and expenditures of the company arebeing made only in accordance with authorizations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility ofcollusion or improper management override of controls, material misstatements due to error or fraud may occur andnot be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to futureperiods are subject to the risk that the internal financial control over financial reporting may become inadequatebecause of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system overfinancial reporting and such internal financial controls over financial reporting were operating effectively as at 31-Mar-2017.

For A K Jalan & AssociatesPlace: New Delhi Chartered AccountantsDate : 30/05/2017 (FRN 500107N)

Sd/-(CA A K Jalan,FCA),

PartnerMembreship No.052776

100

BALANCE-SHEET AS AT 31st MARCH 2017 Amount in RupeesParticulars Note As at 31.03.2017 As at 31.03.2016

No. (Rs.) (Rs.)I. EQUITY & LIABILITIES :

1 Shareholder’s Fund:(a) Share Capital 1 113,850,000 73,850,000(b) Reserves and Surplus/(Loss) 2 (122,132,773) (112,642,461)

(8,282,773) (38,792,461)2 Non-current Liabilities

(a) Long-term borrowings 3 97,938,798 67,476,053(b) Deferred tax liabilities (Net) 4 2,073,803 2,834,416(c) Other Long-term liabilities 5 - -(d) Long-term provisions 6 3,568,498 2,728,296

103,581,099 73,038,7653 Current Liabilities

(a) Short-term borrowings - -(b) Trade payables 7

Total outstanding due to MicroEnterprises and small enterprisesTotal outstanding due to otherthan Micro Enterprises andsmall enterprises 4,088,266 157,099

(c) Other current liabilities 8 18,073,339 6,691,366(d) Short-term provisions 9 - -

22,161,605 6,848,465TOTAL 117,459,931 41,094,769

II. ASSETS1. Non-current Assets

(a) Fixed Assets 10(i) Tangible assets 66,637,831 32,042,569(ii) Intangible assets 2,538 2,538(iii) Capital work-in-progress 30,735,781 -

(b) Non-current investments - -(c) Long-term loans and advances 11 1,266,490 1,311,490(d) Other non-current assets 12 1,675,000 1,675,000

100,317,640 35,031,5972. Current Assets

(a) Current Investments - -(b) Inventories 13 6,225,319 738,017(c) Trade receivables 14 753,905 910,376(d) Cash and cash equivalents 15 520,581 115,974(e) Short-term loans and advances 16 7,929,188 4,037,882(f) Other current assets 17 1,713,298 260,923

17,142,291 6,063,172Total 117,459,931 41,094,769

Summary of significant accounting policies 24-25and other Notes

The accompanying notes are an integral part of the financial statementsIn terms of our attached report of even dateFor A K Jalan & Associates For and on behalf of the BoardChartered Accountants(FRN 500107N)CA A K Jalan, FCA Sameer Goel Sachin GoelPartner Managing Director DirectorM. No. 052776

Pratibha AnandCompany Secretary

New Delhi, May 30, 2017 New Delhi, May 30, 2017

101

PROFIT & LOSS STATEMENT FOR THE YEAR ENDED 31st MARCH 2017 Amount in Rupees

Particulars Note- YEAR ENDED YEAR ENDEDNo. 31.03.2017 31.03.2016

(Rs.) (Rs.)

I. Revenue from operations 18 14,600,000 1,921,045II. Other income 19 5,918,056 1,866,954III. Total Revenue ( I + II ) 20,518,056 3,787,999IV. Expenses:

Cost of raw material consumed 20 (a) - 774,732Purchases of Stock-in-Trade 20 (b) 3,539,746Change in inventories of finished goods,work-in-progress and Stock-in-trade 20 (c) - 42,531Employee benefit expense 21 7,507,379 21,343,043Finance costs 22 2,690,191 5,570,594Depreciation and amortization expense 10 3,474,661 2,935,645Other expenses 23 13,557,004 13,560,037Total Expenses 30,768,981 44,226,582

V. Profit before exceptional andextraordinary items and tax ( III - IV ) (10,250,925) (40,438,583)

VI. Exceptional Items - - VII. Profit before extraordinary items and (10,250,925) (40,438,583)

tax ( V - VI )VIII. Extraordinary Items - -IX. Profit before tax ( VII - VIII ) (10,250,925) (40,438,583)X. Tax Expense:

- Current Tax - -- Deferred Tax (L/(A)) 4 (760,613) 91,941

XI. Profit for the year from continuingoperations ( VII - VIII ) (9,490,312) (40,530,524)

XII. Profit from discontinuing operations - -XIII. Tax expense of discontinuing operations - -XIV. Profit from Discontinuing opeartions

(after tax) ( XII - XIII ) - -XV. Profit for the period ( XI + XIV ) (9,490,312) (40,530,524)XVI. Earnings per equity share

(Basic/Diluted) (Rs.) : 25 XXV' (1.29) (5.49)

The accompanying notes are an integral part of the financial statementsIn terms of our attached report of even dateFor A K Jalan & Associates For and on behalf of the BoardChartered Accountants(FRN 500107N)CA A K Jalan, FCA Sameer Goel Sachin GoelPartner Managing Director DirectorM. No. 052776



102

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2017 Amount in Rupees

DESCRIPTION YEAR ENDED YEAR ENDED31.03.2017 (Rs.) 31.03.2016 (Rs.)

A Cash flow from operating activities :Net profit before tax from continuing operation (10,250,925) (40,438,583)Adjustments for:Depreciation 3,474,661 2,935,645Amortisation - -Finance Costs 2,690,191 5,570,594Interest Income (18,941) (24,104)Loss on assets discarded 2,496,594 131,207Operating profit before Working Capital Changes (1,608,420) (31,825,241)

Adjustment for Changes in Working Capital :

(Increase)/Decrese in Trade Receivables 156,471 1,816,295(Increase) in Other Current Assets (1,452,376) 664,233(Increase) in Long Term Loans & Advances 45,000 (38,173)(Increase)/decrease in Other non-current Assets - -(Increase)/decrease in Inventories (5,487,302) 34,316(Increase)/decrease in Short Term Loans & Advances (3,891,306) 669,850Increase/(Decrease) in Trade Payables 3,931,167 (10,395,219)(Decrease) in Long Term liabilities - (2,174,781)Increase/(Decrease) in Other current liabilities 11,381,973 (17,326,514)Increase in Long term provisions 840,202 (1,293,233)Increase in Short term provisions - -

Net Cash from operating activities (A) 3,915,410 (59,868,466)

B Cash Flow from investing activities :Purchase of Fixed Assets (40,566,517) (1,000,050)Capital Work in Progress (30,735,781) -Interest Received 18,941 24,104Preliminary Expenses - -

Net Cash (Used in) investing activities (B) (71,283,358) (975,946)

C Cash flow from financing activities :Proceeds from share allotment (Preference) 40,000,000 -Proceeds/(repayment) of Long Term Borrowings 30,462,745 66,499,309Finance costs paid (2,690,191) (5,570,594)

Net Cash (Used in) financing activities (C) 67,772,554 60,928,715Net Increase in cash and equivalents (A+B+C) 404,606 84,303Cash & Cash equivalents (opening balance) 115,974 30,850Cash & Cash equivelents at the end of the year 520,581 115,974

Previous year's figures have been re grouped/recasted wherever necessary to confirm to the current year'sClassification. The accompanying notes are an integral part of the financial statements in terms of our attachedreport of even dateFor A K Jalan & Associates For and on behalf of the BoardChartered Accountants(FRN 500107N)CA A K Jalan, FCA Sameer Goel Sachin GoelPartner Managing Director DirectorM. No. 052776



103

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2017Amount in Rs.

AS AT AS AT31.03.2017 31.03.2016

1. SHARE CAPITALAUTHORISED :Equity Shares - 73,85,000 of Rs. 10 each(Previous Year 73,85,000 of Rs. 10 each) 73,850,000 73,850,000

73,850,000 73,850,00040,00,000 (Previous Year 40,00,000)0.1% Redeemable Non-ConvertibleCumulative Preference Shares of Rs. 10 each 40,000,000 40,000,000

113,850,000 113,850,000Issued, Subscribed and paid up :Equity Shares - 73,85,000 of Rs. 10 each fully paid up(Previous Year 73,85,000 of Rs. 10 each) 73,850,000 73,850,000

Preference Shares - 40,00,000 of Rs. 10 each fully paid up 40,000,000 -(Previous Year -Nil-)

113,850,000 73,850,000i) Reconciliation of the number of shares outstanding (Equity Shares) As at 31.03.2017 As at 31.03.2016

No. of Shares Rs. No. of Shares Rs.Issued, Subscribed and paid-up sharesAt the beginning of the year 7,385,000 73,850,000 7,385,000 73,850,000Issued during the year - - - -Shares bought back during the year - - - -Shares outstanding as at the end of the year 7,385,000 73,850,000 7,385,000 73,850,000ii) Reconciliation of the number of shares outstanding (Preference Shares) As at 31.03.2017 As at 31.03.2016

No. of Shares Rs. No. of Shares Rs.Issued, Subscribed and paid-up sharesAt the beginning of the year 4,000,000 40,000,000 - -Issued during the year - - - -Shares bought back during the year - - - -Shares outstanding as at the end of the year 4,000,000 40,000,000 - -iii) Details of each shareholder holding more than 5% shares As at 31.03.2017 As at 31.03.2016

No. of Shares held % Holding No. of Shares Held %HoldingEquity:M/s Kimia Biosciences Ltd. 3,728,100 50.48% - -K. S.Varma - - 3,010,600 41%Bijwasan Agro Ltd. - - 508,400 7%Preference: - -Utsav Securities Pvt. Ltd. 4,000,000 100% - -

iii) There is no change in the Issued, Paid up Equity Share Capital during the year and no Bonus/Right, Buy-back of shares in the preceding five years. However, there has been change in holding >5% of equityshares, as holding of Mr. K S Varma & Bijwasn Agro Ltd. has been taken over by Kimia Biosciences Ltd.during the 2nd Quarter of the year. Due approvals in this regard has been obtained from SEBI/BSE. Duringthe year company has issued 40,00,000 Preference Shares of Rs.10/-each (0.1% Redeemable Non-Convertible Cumulative Preference Shares redeemable within a period of 10 yrs.) to M/s Utsav SecuritiesLtd. on 17.05.2016 during the year.

iv) Shares issued/boughtback during the year: -Nil- .v) Further disclosures - please refer Note 25 (ii) .2. RESERVE AND SURPLUS

(i) Surplus/(Defecit) in Statement of Profit and Loss: As at 31.03.17 As at 31.03.16Profit/(Loss) in Profit and Loss Statement from Previous Year (112,642,461) -72111937Profit / (Loss) for the year (9,490,312) -40530524Transfer to General Reserve - -Surplus/(Defecit) in Profit and Loss Statement carried to Balance sheet (122,132,773) -112642461

104

3. LONG TERM BORROWINGSSECURED LOANSVehicle Loans from corporarion bank - 385,966Loan from Kimia Biosciences Pvt. Ltd. 9,600,000 29,100,000(Payable on demand with interest @9% p.a. )

29,100,000 385,966UNSECURED LOANSOther Loans from Bodies Corporate & individuals 88,338,798 38,376,053(Payable on demand with interest @9% p.a. )

88,338,798 38376053Total 97,938,798 67476053

i) Company has taken secured borrowings to the tune of Rs. 2,91,00,000 during the previous years fromKimia Biosciences Ltd as per agreement with changes in tenure & rate of interest to 9% p.a. in CY againstcreation of respective charge on Immovable property of the company.

ii) Further disclosures - please refer Note 25 (iii) .Amount in Rs.

AS AT AS AT31.03.2017 31.03.2016

4. DEFERRED TAX LIABILITIES (NET)i) Deferred Tax Liabilities on account of timing difference-Depreciation 3,356,847 3,800,483Total (i) 3,356,847 3,800,483ii) Deferred Tax Asset on account of timing diferrences'-Provision for employees long term benefits (Gratuity/EL) 1,070,549 818,489-Provision for Doubtful debts - --Others 212,495 147,578Total (ii) 1,283,044 966,067Total Net Liabilities/(Assets) (i-ii) 2,073,803 2,834,416iii) Deferred Tax Assets and Deferred Tax Liabilities have been offset as they relate to the same governinglaws.

5. OTHER LONG TERM LIABILITIESUnsecured Borrowings-Non Current - -(Due, pending for payments)Others:- Advances received - -

- -6. LONG TERM PROVISIONS

Provision for employee long term benefits (refer Note 25-xxi) 3,568,498 2,728,2963,568,498 2,728,296

7. TRADE PAYABLESDue to Micro & small enterprises - -Others 4,088,266 157,099Payable for Capital Assets - -

4,088,266 157,0998. OTHER CURRENT LIABILITIES

-Secured - --Unsecured - -Loans/adv. From Directors - -Advance from Customers 23,323 23,323Other Payables:-Employee related liabilites 2,708,462 2,096,508-Statutory dues payables 678,682 742,775-Expenses payables 121,843 367,631-Other payables 676,932 --Creditors-Capital Exp 8,048,999 --Interest Payable on Loans 5,815,098 3,461,129

18,073,339 6,691,3669. SHORT TERM PROVISIONS

Provision for Employee Benefits - -Others: - Provision for Payables - -

- -

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2017

105


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Amount in Rs.AS AT AS AT

31.03.2017 31.03.2016

11. LONG TERM LOANS & ADVANCESUnsecured, considered good, unless otherwise stated:Security Deposits 1,266,490 1,266,490Advances recoverable in cash orin kind or for value to be received (provided for) - -Prepaid Expenses (licensing) - 45,000

1,266,490 1,311,490Less: Provision For Doubtful Debts/advances - -

1,266,490 1,311,49012. OTHER NON - CURRENT ASSETS

Unsecured, considered good, unless otherwise stated:Deposits (TDR) with banks 175,000 175,000Receivables for asset discarded - -Capital Investment subsidy 1,500,000 1,500,000Misc. Expenditures (to the extent not written off) - -

1,675,000 1,675,000Less: Provision For Doubtful Debts - -

1,675,000 1,675,00013. INVENTORIES (At lower of cost and market value)

Raw Materials (In Transit) 29,88,000 -Work-in-Process - -Finished Goods - -Stock-in-trade - -Consumables Stores and Spares 2,953,260 248,017Realisable Scrap (Assets discarded) 284,059 490,000

6,225,319 738,01714. TRADE RECEIVABLES

Unsecured, unless otherwise stated, considered good:Trade receivables over six months- Considered good - -- Considered doubtful - -Others debts :- Considered good 753,905 910,376- Considered good (unbilled receivables) - -

753,905 910,376Less: Provision For Doubtful Debts - -

753,905 910,37615. CASH & CASH EQUIVALENTS

Balances with Banks - on Current Accounts 515,020 102,429 - on Deposit Account - -Cash on hand 5,561 13,545

520,581 115,97416. SHORT TERM LOANS & ADVANCES (Considered Good)Unsecured, unless otherwise stated:Advances recoverable in cashor in kind or for value to be received - Considered good 36,381 23,042 - Considered doubtful - -Advance to Suppliers (Revenue) - 36,684Advance to Suppliers (Capital items) 1,335,662 1,290,000Advance tax & tax deducted at source 3,043,118 2,546,024VAT 444,683 466Cenvat Credit/Service Tax Receivable 3,069,345 141,667

7,929,188 4,037,882


107

Amount in Rs.AS AT AS AT

31.03.2017 31.03.2016

17. OTHER CURRENT ASSETSInterest accrued on Fixed Deposits 74,880 57,675Prepaid Expenses (licensing) 701,710 203,248Receivables against assets disposed off 936,709 -

1,713,298 260,92318. REVENUE FROM OPERATIONS

Sales (including deemed sales) 4,850,000 1,534,594Job/Processing Charges Income 9,750,000 386,451

14,600,000 1,921,04519. OTHER INCOME

Miscellaneous Income/Tech Fee 3,000,000 377,087Interest income on fixed deposits with bank/ others 18,941 24,104Asset discarded/scrapped (Net of reliasable scrap value) 2,736,616 357,972Liability no longer required w/back 1,107,791Lease Rent 162,499 -

5,918,056 1,866,95420. a) COST OF MATERIALS CONSUMED - 774,732 b)PURCHASES OF STOCK IN TRADE 3,539,746 - c) CHANGES IN INVENTORIES OF FINISHED GOODS,

WORK-IN-PROGRESS AND STOCK-IN-TRADEClosing value - -Less: Opening value - 42,531Increase/(Decrease) in Stocks - (42,531)

21. EMPLOYEE BENEFIT EXPENSESSalaries, Wages, Bonus 5,866,843 17,779,123Contribution to Provident and other Funds 385,932 1,486,281Gratuity/EL provisions (refer Note 25-xxi) 985,063 1,260,722Staff Welfare 269,541 816,917

7,507,379 21,343,04322. FINANCE COST

Interest Expenses 2,671,194 5,550,318Bank Charges 18,997 20,276

2,690,191 5,570,59423. OTHER EXPENSES

Consumables store & spares consumed/billed 242,470 304,816Power, Fuel & water Charges 1,748,277 3,087,330Repairs and maintenance - Plant & Machinery 1,404,909 947,390 - Building 41,998 - - Others - 38,415Freight & Cartage 32,612 23,467Laboratory Expenses 292,229 69,814Lease Rent (Machinery)/storage facility charges - 80,898EHS/ETP expenses 101,384 248,418Travelling & conveyance expenses 381,741 743,358Printing and stationery 297,938 136,067Postage & courier expenses 344,854 126,619Communication/telephone exp. 195,793 231,245Legal and professional charges 1,874,913 840,130Rates, taxes & Fees 3,515,137 666,276Insurance expenses 157,421 169,307Advertisement & Business Promotion expenses 68,512 103,551Directors sitting Fees - 15,000Miscellaneous expenses 16,355 14,320Security Services 1,000,176 477,840Debtors non relisable w/off (deductions against receivables) 33,599 1,334,689Prior Period adjustments - 3,732,547Auditors Fee 230,000 168,540Loss on assets discarded 1,559,885 -Exchange Rate Fluctuations 16,800 -

13,557,004 13,560,037


108

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 201724. SIGNIFICANT ACCOUNTING POLICIES:i) BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

(a) The financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP).GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('Act')read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified). Accountingpolicies have been consistently applied except where a newly issued accounting standard is initially adopted or arevision to an existing accounting standard requires a change in the accounting policy hitherto in use.

(b) The Financial Statements of the Company are prepared under the historical cost convention and as going concern inaccordance with applicable accounting standards. Mercantile system of accounting is followed in preparation of theaccounts.

(c) All assets and liabilities have been classified as current or non-current as per the Company's normal operating cycle andother criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time betweenthe acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertainedits operating cycle to be 12 months for the purpose of current and non-current classification of assets and liabilities.

(d) Use of Estimates: - The preparation of financial statements in conformity with Generally Accepted Accounting Principlesrequires management of the Company to make estimates and assumptions that affect the reported amounts of assets andliabilities and disclosure thereof as on the relevant date of the financial statements and the reported amounts of revenueand expenses during the accounting period under consideration. Actual results could differ from these estimates.Difference between the actual results and estimates are recognized in the period in which results materialize.

ii) Revenue Recognition:All the items of cost/expenditure and revenue/income have been accounted for on accrual basis.

iii) Fixed Assets:(i) All the fixed assets are stated at cost less accumulated depreciation using the historical cost concept. The costs of

respective assets comprising purchase price/cost of construction and directly attributable cost of bringing the assets toworking condition for its intended use.

(ii) Improvement/modification cost of Plant & Machinery, if any, of enduring nature will be capitalized in the respective plant& machinery A/c.

(iii) Worn-out/discarded assets are identified annually and removed/written-off from the respective assets block.iv) Depreciation:

Fixed Assets are depreciated on Straight line method on pro-rata basis from the date on which each asset is put to use. ScheduleII to the Companies Act, 2013 has been applied for the year and necessary changes in the process of charging depreciationaccording to the said Schedule - II to the CA2013 has been implemented to charge depreciation on the basis of useful life conceptinstead of percentage of depreciation since last FY 2014-15.

v) Impairment of Assets:Company has assessed as at the balance sheet date whether there was any indication of impairment in its cash generating units(CGU) and losses, if any, were recognized, wherever carrying amount of assets of CGU exceeded their recoverable amount.

vi) Inventories are valued as follows :(a) Raw Materials, store & Spares, components and consumables are valued at cost on FIFO method.(b) Finished goods are valued at cost or realizable value whichever is lower.

Processed stocks are valued at direct raw material cost and appropriate share of overheads.(c) Solvents/spent, part & partial of stock considered as stock in trade are valued at the price at which these are procured

from the principal.(d) Raw materials and store items found damaged/expired on physical verification are written off and charged to revenue a/

c .vii) Excise Duty:

a) Excise Duty payable on finished goods is accounted for on clearance of goods from the factory premises, if any.b) On Goods dispatched under Job work challans, no excise is payable as raw materials received and manufactured

goods sent back on delivery Challans for and on behalf of the Principals only.viii) Research and Development:

Research & Development expenditure of revenue nature is to be written off in the year in which it is incurred Nil expenses heldduring the year under review.

109

ix) Sales:Sales, is recognized at the point of dispatch of goods to the customers and is reported net of sales tax & excise duty. However,utilization of consumables and indirect raw materials for carrying out contract manufacturing is recognized as deemed sales, netof Sales Tax.

x) Job work charges:a) Job charges are recognized as per Job Invoices raised during the year, on per Kg conversion Charges basis. However,

part of plant has been offered on minimum monthly conversion charges basis and differential conversion charges billedaccordingly.

b) Revenue has been recognized on unbilled fully processed, approved goods as at the end of the accounting year as peragreed per Kg. Job charges basis.

xi) Employee Benefits:(a) Provisions for Gratuity & Earned Leave encashment on actuarial valuation by independent actuaries by using Projected

Unit Credit (PUC) method has been made for the employees continuing their services as on the Balance sheet date.Accumulation of Earned leave is restricted to 30 days for availing in future. However, encashment allowed for employeesseparated, retrenched and retired & accounted on payment basis. (Previous year also accounted for on Actuarialvaluation basis).

(b) Gratuity liability was fully provided during the year in compliance of AS-15(revised) of the ICAI.(c) Provident fund, ESIC contributions and other short term employee benefits recognized as an expense and charged to

profit & loss account on accrual basis.xii) Taxation:

a) Current Tax is determined as the amount of tax payable in respect of taxable income for the year.b) Deferred Tax is recognized subject to consideration of prudence, on timing differences, being difference between taxable

and accounting income/expenditure that originate in one period and are capable of reversal in one or more subsequentperiod(s). Deferred Tax assets are not recognized unless there is "virtual certainty" that sufficient future taxable incomewill be available against which such deferred tax assets will be realized.

xiii) Earnings per share:Basic earnings per share is computed by dividing net profit or loss for the period attributable to equity shareholders by theweighted average number of shares outstanding during the year. Diluted earnings per share amount computed after adjustingthe effects of all dilutive potential on equity shares. The number of shares used in computing diluted earnings per sharecomprises the weighted average number of shares considered for deriving basic earnings per share, and also the weightedaverage number of equity shares, which could have been issued on the conversion of all dilutive potential shares. In computingdilutive earnings per share, only potential equity shares that are dilutive and that decrease profit per share are included.

xiv) Cash and Cash Equivalents:In the cash flow statement, cash and cash equivalent includes cash in hand, demand deposits with banks, of 6 months or lessmaturity only, other short term highly liquid investments with original maturities of six months or less.

xv) Provision and Contingent Liabilities and contingent assets:The company recognizes a provision when there is a present obligation as a result of past event that probably requires anoutflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liabilityis made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow ofresources. When there is a possible obligation or present obligation that the likely hood of outflow of resources is remote, noprovision/disclosure is made. Contingent assets are neither recognized nor disclosed in the financial statements.

25. GENERAL NOTES:The Company was incorporated on 27th September, 1993 and started its commercial production on 5th May, 1995.The mainactivity of the company is manufacturing and sales of pharmaceutical-bulk drugs (API-Active Pharmaceutical Ingredients) sincebeginning. The Company is having its manufacturing facility at Village-Bhondsi, Tehsil - Sohna, Distt. Gurgaon, Haryana. Noteson various aspects of operations of the company during the financial year are summarized as below:(i) a) Contingent Liabilities not acknowledged as debts and provided for:

PF/ESIC: E.S.I.C. has not claimed/quantified additional demand of interest/damages, if any, on delayed deposit/paymentof ESI dues during current & earlier periods yet, hence not acknowledged/provided for. Quantum could not be ascertained.b) Commitments:Capital expenditure for Plant & Equipments contracted for at the end of the reporting period and advances paid but notconcognised as liability amounting to Rs.13.36 lakhs.

110

ii) Disclosure relating to Share Capital:Rights, Preferences and Restrictions attached to the Equity Shares:a) Authorised Capital:Authorized Share Capital of the Company is Rs. 113,850,000 (Rupees Eleven Crore Thirty Eight Lakh Fifty Thousandonly) comprising of 7,385,000 (Seventy Three Lakh Eighty Five Thousand) Equity Shares of Rs. 10/- each and4,000,000 (Forty Lakh) Preference shares of Rs. 10/- each. The reclassification and increase in Authorised capital wasapproved by members in their EGM held on 30th March.2016.b) Share Issuance:The Members of the company also approved to create, offer, issue and allot, on private placement basis, up to 4,000,000(Forty Lakh) 0.1% Redeemable Non-Convertible Cumulative Preference Shares ("RPS") of face value of Rs.10/-(Rupees Ten only) each fully paid-up for cash at an issue price of Rs.10/- (Rupees Ten only) to the persons belongingto non-Promoter Category on the following conditions, accordingly vide Board meeting dated 17th May'2016 RPS wereissued by the company:The said Preference Shares shall rank for dividend in priority to the equity shares for the time being of the Company.The said Preference Shares shall in winding up be entitled to rank, as regards repayment of capital and arrears ofdividend, whether declared or not, up to the commencement of the winding up, in priority to the equity shares but shallnot be entitled to any further participation in profits or assets or surplus fund.The payment of dividend shall be on cumulative basis.The said Preference Shares shall be Non-Convertible.The voting rights of the persons holding the said Preference Shares shall be in accordance with the provisions of Section47 of the Companies Act 2013 (including any statutory modifications or re-enactments thereof for the time being in force).At the option of the issuer, at any time within a period not exceeding ten years from the date of allotment as per theprovisions of the Act.Nil equity shares have been allotted as fully paid up without payment being received in cash during the period of fiveyears immediately preceding the date as at which the Balance Sheet is prepared.c) Voting Power/Dividend:Each holder of equity shares is entitled to one vote per share. The dividend, if any, to be proposed by the Board ofDirectors is subject to approval of the shareholders in Annual General Meeting. 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 preferentialamounts. The distribution will be in proportion to the number of equity shares held by the share holders.d) Equity in Dematerialised Form:Company's Paid up equity shares 39,10,000 (52.95%) out of total equity shares of 73,85,000, held in dematerialized formas on 31.03.2017. Holding held by Promoters is in 100% dematerialized form.

iii) Secured/Unsecured Loans:Secured loans to the tune of Rs.291 lakh taken in P.Y. secured by exclusive mortgage of the land property of the companyto revive the working and pay off long pending Statutory & other liabilities of the company. Charge to this effect has beencreated by the lender. The loan has been partly repaid to the tune of Rs.195 lakh during the year. Terms of Interestpayable were modified /reduced from 11% to @9% p.a. during the year based on mutual consent and agreement to thiseffect duly approved by the Board.Company has further taken unsecured loans from time to time to cop up with the funds requirements to meet Upgradtion& refurbishment of the plant totaling to Rs. 883.39 lakh. Interest has not been provided on the unsecured loans taken fromKimia Biosciences Ltd. in view of likely merger as the process of the same has started with the approval of the Board.Interest on other unsecured loans has been provided @9% repayable on demand.

iv) Trade Payables and Trade receivable balances are subject to reconciliation and confirmation from the parties concerned.v ) As per AS-22 issued by ICAI, deferred tax asset and liability has been recognized and necessary effects were given in

profit & loss account during the year. Detail break-up of accumulated deferred tax assets and liability after adjustment ason 31.03.2017 is given in Note No.4.

vi) Plant Up-gradation & Capital Expenditure:Management has decided to upgrade the plant and approved capital expenditure in view of enhanced Regulatoryrequirements and to make the plant GMP compliant & create better business prospects in near future. Accordingly,Company has taken up-gradation activity in two phases. 1st phase of Up-gradation was completed in Decemeber'2016.A sum of Rs.4,05,66,517 was capitalized in various heads during the year as per Note 10 of Financial Statements.Company has started manufacturing activity on Job work basis after trial production in last quarter of the year. The upgradation of 2nd phase has started and incurred expenditure amounting to Rs.3,07,35,781 which is under progress andrecognized under Capital WIP a/c as on 31.03.2017.

111

vii) Particulars of the consumption of Materials:There has been no substantial business activity during the year due to upgradation activities undertaken. However,Company has started production after up-gradation & taking trials on Contract Manufacturing basis in the last quarter of theFinancial Year . Raw materials supplied by the principal manufacturer as per requirements of products manufacturedwere received on excise challans as well and goods manufactured by the company were again transferred/ dispatchedback on excise challans as well. Being stocks under Job work, therefore, was not forming part of company's ownmanufacturing and, hence, details of raw materials consumed and goods manufactured etc. were not pertaining to thecompany directly, hence not given herein below to that extent. However, small quantities Imported and sold on ownaccount for which landed cost of direct raw materials traded is given below:

----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Description Year ended 31.03.2017 Year ended 31.03.2016

Value (Rs. lacs) % age Value (Rs. lacs) %age----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------(a) Raw Material consumed/traded

Imported/Indigenous 35.40 100 7.75 100(Imported-35.40 lakh)

(b) Stores, Spares & consumablesIndigenous 2.42 100 3.05 100

(Imported-Nil)----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

viii) Prior Period Adjustments:C.Y. -Nil- (P.Y. Rs. 37.32 lakh)

ix) Company has paid a sum of Rs.28.00 lakhs plus taxes to BSE on a/c of reinstatement fee for regularizing suspendedscript on BSE trading platform during the year. The amount so paid has been charged to the revenue of the year.

x) The operation of the company was suspended for major part of the year due to up gradation. However, company hasstarted Production of Bulk drug intermediates on contract manufacturing basis during last quarter of the year on minimummonthly conversion charges basis. Revenue for the year has been accounted for on a/c of the qty. manufactured/dispatched on per kg basis with balancing charges. Accordingly, transactions for the FY have been accounted for inaccounts.

xi) Sales include Rs.48.50 lakh on a/c sale of imported goods/Rms traded on payment of duty on which CST/VAT has beencharged & paid and the same has been treated in accounts accordingly. Procurement cost of materials has been shownin Profit & Loss a/c. Revenue on a/c of Job/conversion charges amounting to Rs.97.50 lakh has been accounted forunder revenue from operations.

xii) In the opinion of the management the realizable value of non-current and current assets, loans & advances in theordinary course of business would be, at least, equal to the amount at which they are stated in the balance sheet.

xiii) Travelling, conveyance and vehicle running expenses include Rs. Nil (Previous Year Rs. 4.24 lakh) spent by thedirectors for business purposes undertaken by them.

xiv) Company has provided for bonus @8.33% for all employees of the Company covered under the provisions of thePayment of Bonus Act. Accordingly an amount of Rs.7.08 lakh has been provided during the year in revenue account.

xv) Repairs and maintenance expenses of Plant and Machinery amounting to Rs. 14.05 lakh as per Note No.-23 include costof repairs, replacement of partial worn out assets to keep them as usable.

xvi) Laboratory Expenses amounting to Rs.2.92 lakh as per Note No.-23 include HPLC /GC spares/column and accessoriesand regents/solvents/consumable, which are consumed for carrying out lab testing of products and raw materials.

xvii) Company has taken insurance cover for fire on building, plant & machinery, inventories of the company as well asagainst Public Liability amounting to Rs.1437 1500 lakh & 1500 lakh respectively. Adequacy of risk cover is justified bythe management on the basis of risk assessment carried out by them based on internal inputs made available in thematter. Insurance cover towards inventory of raw materials, work-in-progress and finished goods etc. belonging to theprincipal manufacturer, were taken by them, for which no risk and responsibility lies on the company.

xviii) Certain assets including plant & machinery, worn out/non usable discarded by the company upon physical verification,partially has been sold as scrap. Provision for realizable scrapped value of the same received/provided in books ofaccounts under Note No.19.

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xix) The works of the company were covered by ESIC with effect from June'08. All the workers having salary within the limitof ESIC are covered under ESIC scheme and the company has complied with the provisions of the ESIC Act regularly.Contribution payable for the year provided in accounts and outstanding payables are shown under current liabilities.

xx) A sum of Rs.6.79 lakh was outstanding liability towards the Statutory dues as at the close of the financial year on a/c ofExcise duty, P.F., ESIC, TDS. As per practice, all these current statutory dues are paid within the time allowed under therelevant laws and/or the Income Tax Act, 1961 generally.

xxi) Accounting Standard (AS-15) on Employee Benefits(a) Contributions are made to Employees Provident Fund, Family Pension Fund, ESIC and other Statutory Funds whichcovers all regular employees as per provision of these respective Acts. The contributions are normally based on acertain proportion of the employee's salary. Amount recognized as an expense in respect of these defined contributionplans are as under:

(Rs. Lacs)----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Year ended Year ended31.03.2017 31.03.2016

---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Contribution to Provident & Family Pension Fund 3.01 10.52Contribution to ESIC including EDLI 0.82 4.10Contribution to Labour Welfare Fund 0.03 0.24

----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------However, in addition to the above, company has paid contributions of EPF, ESIC and LWF for the employees engaged in Up-gradation activities amounting to Rs. 8.90 lakh, 3.45 lakh & 0.17 lakh respectively. These amounts have been capitalized inrespective Fixed Assets heads or held under capital WIP A/c.(b) Provision for Gratuity and Earned leave liability is based on actuarial valuation done by an independent actuary as at the endof the year. Based on the actuarial valuation, provision (accumulated) is made for a sum of Rs. 35.68 lakh and it covers allregular employees. Major drivers in actuarial assumptions are, years of service and employee compensation. Commitmentsare actuarially determined using "Projected Unit Credit" method. Gains and Losses on changes in actuarial assumptions areaccounted for in the Statement of Profit & Loss, details are as under:

(Rs. Lacs)----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Particulars As at 31.03.2017 As at 31.03.2016Gratuity EL liability Gratuity EL liability

----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Reconciliation of liability recognised in the Balance Sheet

Present value of commitments (as per Actuarial Valuation) 30.08 4.84 23.76 3.52Fair value of plan assets - - - -Net Liability in the Balance Sheet 30.08 4.84 23.76 3.52Movement in net Liability recognised in the Balance SheetNet Liability as at the beginning of the year 23.76 3.52 36.63 3.59Net expense recognised in the Statement of Profit & Loss 8.24 1.61 11.72 0.89Contribution/paid during the year -1.92 -0.29 -24.59 -0.95Net Liability as at the end of the year 30.08 4.84 23.76 3.52Expense recognised in the Statement of Profit & LossCurrent service cost 3.71 1.28 2.59 0.53Interest cost 1.90 0.28 2.93 0.29Expected return on plan asset 0 0 0 0Actuarial Loss/(Gain) 2.63 0.05 6.20 0.07Expense charged to the Statement of Profit & Loss 8.24 1.61 11.72 0.89Return on plan assetsExpected return on plan asset - - - -Actuarial gain - - - -Actual return on plan assets - - - -

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Reconciliation of defined-benefit commitmentsCommitments as at the beginning of the year 23.76 3.52 36.63 3.59Current service cost 3.71 1.28 2.59 0.53Interest cost 1.90 0.28 2.93 0.29Paid benefits -1.92 -0.29 -24.59 -0.95Actuarial loss 2.63 0.05 6.20 0.07Commitments as at the end of the year 30.08 4.84 23.76 3.52Reconcilaition of Plan AssetsPlant assets as at the beginning of the year - - - -Expected return on plan asset - - - -Contribution during the year - - - -Paid benefits - - - -Actuarial gain - - - -Plant assets as at the end of the year - - - -Principal actuarial assumptions as at the Balance Sheet dateDiscount rate 7.54 7.54 8 8Estimated rate of return on plan assets - - - -Expected rate of salary increase 5.5 5.5 5.5 5.5Attrition rate % 2 &3 2 &3 2 &3 2 &3Mortality Table IALM (2006-08) IALM (2006-08) IALM (2006-08) IALM (2006-08

---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

xxii) Income/Expenditure in Foreign Currency: Rs. 32.71 lakh (P.Y. -Nil-).xxiii) Auditors Remuneration :

Auditors' Remuneration amounting to Rs.2.30 lakh to Statutory Auditors provided during the year.xxiv) SEGMENT REPORTING:

Information regarding Segment reporting as per AS-17 for the year ended 31/03/2017:The Company is engaged in only one business segment - Pharmaceutical Bulk drug and drug intermediate (API- ActivePharmaceutical Ingredients) on contract manufacturing basis only. Therefore, there is single segment assets and liabilities only.There was no geographical segment as well.

xxv) Accounting Standard (AS-20) on Earnings Per Share:As required by Accounting Standards 20 issued by the Institute of Chartered Accountants of India, the earning per share (EPS)is calculated by dividing the profit attributable to the equity share holders by the average number of equity shares outstandingduring the year and is ascertained as follows:

----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Particulars Year ended Year ended

31.03.2017 31.03.2016----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Profit/(Loss) available to the equity shares Rs. (9,490,312) (40,530,524Weighted average no. of equity shares 7385000 7385000Nominal value of equity shares Rs. 10 10Earning per share of Rs.10 each (basic/diluted) R s (1.29) (5.49)

----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------xxvi) The company has not received intimation from suppliers regarding their status under the micro, small and medium enterprises

and hence disclosure, if any, relating to balance outstanding including interest thereon, if any, as at the Balance Sheet date couldnot be ascertained, hence has not been furnished. Company has undertaken steps to prepare a panel of such suppliers andseek all the relevant information, so as to classify and monitor relevant information in future.

xxvii) A sum of Rs.30.43 lakh is receivable on account of TDS deducted on Job charges from the Income Tax department for the F.Y.2012-13, 2014-15, 2015-16 and 20.16-17. Income tax returns for the year 12-13 & 14-15 have already been filed within time andrefunds are under process. However, TDS for 16-17 would be refundable/ claimed from the Department on filing of ITR for theyear concerned. These will be adjusted, as and when returns are processed and orders/refunds are received by the Company.

xxviii) Cenvat/Service Tax Input credit taken/ paid on input cost/services, availed against goods manufactured and under reversecharge obligation of the Company during the year.

xxix) Preparation of Financial Statements:The Financial Statements as on the closing date of 31st March, 2017 are prepared in accordance with the Companies(Accounting Standards) Rules, 2006 (as amended). Applicability of Indian Accounting Standards specified in the Companies(Indian Accounting Standards) Rules, 2015 (as amended) under section 133 of the Act, will be applicable to company with effectfrom 1st April, 2017. Accordingly, the adjustments to Financial information of the company for year ended 31st March, 2017 andthe transition date opening balances as at April 1, 2016 will be dealt with in the Financial Statements prepared for the year 2017-18.

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xxx) Related Party disclosure:A) List of Related Parties:i) Subsidiaries / holding Cos. :Name Country RelationshipKimia Biosciences Ltd.* India Holdingii) Key Managerial Personnel:Name DesignationMr. Sameer Goel* CMDMr. Sachin Goel* DirectorB) Transactions with Related Parties (Rs. Lakhs):Particulars Volume of Transactions during Amount Outstanding

the year ended as oni) Kimia Biosciences Ltd.: 31-Mar-17 31-Mar-16 31-Mar-17 31-Mar-16a) Loans taken/(Repaid)(secured & unsecured) -Net 102.63 674.76 777.39 674.76b) Interest on Loans 25.13 38.46 57.22 34.61c) Job Income Received 97.5 - 0.11 -d) Other Income Received(Technical fee/rent charges) 31.62 - - -e) Purchases -In transit 29.88 - 29.88 -e) Sale of traded goods 48.5 - - -* These parties considered as related parties effective from 29th March, 2016, subsequent to Change in management andAppointment as Directors on the Board of the company.

xxxi) Previous year figures have been regrouped/re-arranged wherever necessary to correspond with the current year's classification/disclosure and rounded off to nearest one rupee.

xxxii) Disclosure on Specified Bank Notes (SBNs):During the year, the Company had Specified Bank Notes or other denomination Notes as defined in the MCA notification, GSR308(E) dated 31st March, 2017. The details of SBNs held and transacted during the period from 8 November, 2016 to 30December, 2016, the denomination-wise SBNs and other notes as per the notification are as follows:

SBNs Other denomination notes TotalClosing cash in hand as on 08.11.2016 240000 9195 249195Add: Permitted receipts - 213550 213550Less: Permitted payments - 212538 212538Less: Amount deposited in Banks 240000 - 240000Closing cash in hand as on 30.12.2016 - 10207 10207

xxxiii) Notes 1 to 25 form an integral part of the statement of accounts of the company comprising Balance Sheet as on 31stMarch'2017 and the Profit & Loss Statement for the year ended on that date.

Signed for identification.

For A K Jalan & Associates For and on behalf of the BoardChartered Accountants(FRN 500107N)CA A K Jalan, FCA Sameer Goel Sachin GoelPartner Managing Director DirectorM. No. 052776



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Annexure-IX

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Note: 20SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE ACCOUNTS

1. Corporate information

'Kimia Biosciences Pvt. Ltd. (KBPL) is involved in manufacturing, importing, marketing & indentingof high quality Active Pharmaceutical Ingredients (APIs) and intermediates to almost all themajor pharmaceutical companies in India.

KIMIA ranks amongst the leading API suppliers operating in India. Its international network withsourcing office in China enables it to give the best possible service, product quality assurancesystems and predefined documentation processes form the basis of our current purchasingoperations. We are currently cooperating with many pharmaceutical companies as prior andexcellent supplier. We pride ourselves on superior service and reliability. We envision becomingthe best service provider in the API industry offering an exclusive product range of nationwideclientele. We build trust and long lasting relationship with our business partners, suppliers onone side and customers on the other, dealing with them with the highest standards ofprofessionalism, integrity and ethics. Kimia has established its R&D facility at Bhiwadi to improveupon processes and cost.

Regd. Off. : Village: Bhondsi, Tehsil : Sohna, District : Gurgaon, Haryana-122102.Corp. Off. : 974, Agarwal Millenium Tower- II, Netaji Subhash Place, Pitampura, Delhi.Godown : A-5/1 & A-5/2, Mandir Mohalla, Samaypur, Delhi.R&D facility : Village: Bhondsi, Tehsil : Sohna, District : Gurgaon, Haryana-122102.

2. Significant accounting policies

i) Basis of preparation

Financial statements have been prepared under historical cost convention from books ofaccounts maintained on an accrual basis in conformity with accounting principles generallyaccepted in India and comply with the Accounting Standards prescribed under Section 133of the Companies Act, 2013 ('Act') read with Rule 7 of the Companies (Accounts) Rules,2014 and other applicable provisions of the Act to the extent notified.

All assets and liabilities have been classified as current or non-current as per the Company'snormal operating cycle and other criteria set out in the Schedule III to the Companies Act,2013. Based on the nature of products and the time between acquisition of assets forprocessing and their realization in cash and cash equivalents, the Company has ascertainedits operating cycle as 12 months for the purpose of current/non-current classification ofassets and liabilities.

The Company is a Small and Medium Sized Company (SMC) as defined in the GeneralInstructions in respect of Accounting Standards notified under the Companies Act, 2013.Accordingly, the Company has complied with the Accounting Standards as applicable to aSmall and Medium Sized Company.

ii) Revenue recognition

Revenue from sale of goods is recognized when all the significant risks and rewards ofownership in the goods are transferred to the buyer as per the terms of the contract and no

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significant uncertainty exist regarding the amount of the consideration that will be derivedfrom the sale of goods. Sales are recognized net of trade discounts, rebates, sales taxesand excise duties.

iii) Research and Development

Revenue expenditure pertaining to research is charged to the Statement of Profit and Lossunder the respective revenue heads w.e.f. 01.09.2015 (date from which R&D activity hasstarted). Development costs of products are also charged to the Statement of Profit andLoss unless a product's technical feasibility and other criteria as set out in paragraph 44 ofAS 26 - 'Intangible Assets' have been established, in which case such expenditure iscapitalised. The amount capitalised comprises expenditure that can be directly attributedor allocated on a reasonable and consistent basis to creating, producing and making theasset ready for its intended use. Fixed assets utilised for research and development arecapitalised and depreciated in accordance with the policies stated for Tangible assets.

iv) Fixed AssetsTangible Assets-:

Tangible Assets are stated at their original cost, which includes expenditure incurred in theacquisition of Assets/construction of Assets, Pre-operative expenses till the commencementsof operation and Interest up to the date of commencement of commercial production.Subsequent expenditures related to an item of tangible asset are capitalised only if theyincrease the future benefits from the existing asset.

Tangible assets are stated at acquisition cost net of accumulated depreciation andaccumulated impairment losses, if any. Items of tangible assets that have been retiredfrom active use and are held for disposal are stated at the lower of their net book value andnet realizable value and are shown separately in the financial statements under "Othercurrent assets". Any expected loss is recognized immediately in the Statement of Profit andLoss.

Tangible assets not ready for the intended use on the date of Balance Sheet are disclosedas "Capital work-in-progress". Losses arising from the retirement of, and gains or lossesarising from disposal of tangible assets which are carried at cost are recognized in theStatement of Profit and Loss.

Intangible Assets-:

Intangible assets are recognised when it is probable that the future economic benefits thatare attributable to the assets will flow to the Company and cost of assets can be measuredreliably.

Intangible assets are stated at acquisition cost, net of accumulated amortisation andaccumulated impairment losses, if any.

Depreciation and Amortisation-:

Depreciation for Tangible assets is provided on a pro-rata basis based on life assigned toeach asset in accordance with Schedule II of the Companies Act, 2013 on straight linemethod. Depreciation has been charged on Straight line method during the year.

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Tangible assets costing Rs. 5,000 or less are fully depreciated in the year of purchase.

Intangible assets are amortized on a straight line basis. Useful life of Intangible assets isconsidered ten years.

v) Inventories

Inventories are valued at the lower of cost and net realisable value. The net realisable valueis the estimated selling price in the ordinary course of business less the estimated costsof completion and estimated costs necessary to make the sale. Finished goods and work-in-progress include all costs of purchases, conversion costs and other costs incurred inbringing the inventories to their present location and condition.

Cost of raw material and packing materials are determined using weighted average method.Costs of finished goods and work in process include cost of raw material and packingmaterials, cost of conversion and other costs incurred in bringing the inventories to thepresent location and condition.

Cost of stores and spares parts are determined using weighted average cost method.

vi) Income Taxes

Tax expense for the year comprises current tax and deferred tax. Current tax is measured atthe amount expected to be paid to the taxation authorities using the applicable tax rates andtax laws. Deferred tax is recognized for all the timing differences, subject to the considerationof prudence in respect of deferred tax assets. Deferred tax assets and liabilities are measuredusing the tax rates and tax laws that have been enacted or substantively enacted by theBalance Sheet date. Deferred tax assets are recognized and carried forward only to theextent that there is a reasonable certainty that sufficient future taxable income will be availableagainst which such deferred tax assets can be realized. In situations where the Companyhas unabsorbed depreciation or carry forward tax losses, all deferred tax assets arerecognized only if there is virtual certainty supported by convincing evidence that they can berealized against future taxable profits. The carrying amount of deferred tax assets is reviewedat each Balance Sheet date for any write down, as considered appropriate.

vii) Foreign Currency Transactions

Foreign currency transactions are accounted for at the exchange rates prevailing at the dateof the transaction. Gains and losses resulting from the settlement of such transactions andfrom the translation of monetary assets and liabilities denominated in foreign currenciesare recognized in the Statement of Profit and Loss.

viii) Borrowing Cost

Borrowing costs that are directly attributable to the acquisition or construction of qualifyingassets are capitalized for the period until the asset is ready for its intended use. Otherborrowing costs are recognized as expense in the year in which they are incurred.

ix) Use of Estimates

The preparation of the financial statements in conformity with the generally acceptedaccounting principles requires that the management makes estimates and assumptions

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that affect the reported amounts of assets and liabilities, disclosure of contingent liabilitiesas at the date of the financial statements, and the reported amounts of revenue and expensesduring the reported period. Actual results could differ from those estimates.

3. Segment reporting

The Company's main business is of manufacturing and sale of Pharmaceutical goods (API)and consist major revenue on account of export out of India. As such, there are no separatereportable segments, as per the Accounting Standard on 'Segment Reporting' (AS 17), notifiedby the Companies (Accounting Standards) Rules, 2006.

4. The Company had sought confirmation from its vendors on their status under Micro, Small andMedium Enterprises Development Act, 2006". Based on the information available with theCompany, there are no dues outstanding to parties covered under the "The Micro, Small andMedium Enterprises Development Act, 2006". Further the Company has not received any claimfor interest under the terms of the "The Micro, Small and Medium Enterprises Development Act,2006.

5. Auditors Remuneration:

Auditors' Remuneration amounting to Rs.1,43,750/- to Statutory Auditors provided during theyear.

6. Provision and Contingent Liabilities and contingent assets:

The company recognizes a provision when there is a present obligation as a result of past eventthat probably requires an outflow of resources and a reliable estimate can be made of theamount of the obligation. A disclosure for a contingent liability is made when there is a possibleobligation or a present obligation that may, but probably will not, require an outflow of resources.When there is a possible obligation or present obligation that the likely hood of outflow ofresources is remote, no provision/disclosure is made. Contingent assets are neither recognizednor disclosed in the financial statements. P.Y. -NIL-.

7. Expenditure on Research and Development-:

Revenue Expenditure during the year (included in various heads of Statement of Profit &Loss)*

Particulars Year ended Year ended MarchMarch 31, 2017 31, 2016

Raw materials/consumables consumed 2,545,690 6,38,988

Salaries, wages and bonus 9,059,239 49,17,920

Other Operating Expenses 2,614,386 14,39,853

Total 1,38,30,206.56 69,96,761

* Excluding DepreciationCapital Expenditure during the year (included in Note of Fixed Assets)

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Particulars Year ended Year endedMarch 31, 2017 March 31, 2016

Plant & Machinery 1602202 14257369

Office Equipments/Fixtures/Computer 889322 188660

Land and Building - 62,682

Vehicle-Car 1,536,518 -

Intangible Assets 200059 -

Total 4228100 14508711

8. Related Party disclosures under Accounting Standard 18

Name of related party and nature of related party relationship:

A. Key Management PersonnelSameer Goel DirectorSachin Goel Director

A. Enterprise over which Directors are interested:Biotavia Labs Private LimitedBiotavia Pharm LimitedZeneses Bosciences Private LimitedLaurel Organics Ltd.

B. Transactions with above parties

Particulars Enterprises Key Management where Directors Personnel

are interested

2016-17 2015-16 2016-17 2015-16

Commission on Consignment Sale 8,80,152 1,41,780

To Biotavia Labs Private Limited - - - -

Purchases of goods 15,86,11,950.00 4,44,60,150 - -

From Zeneses Bosciences Pvt. Ltd.

Commission on Consignment Sale 9,30,345 2,61,026 - -

Biotavia Pharm Limited

Purchases of goods 5,563,712.10

Job-work Charges Paid 9,555,002.00

Rent Paid 170,625.00

Technical Fees 3,150,000.00

Sale of goods 2,988,000.00

Loans to Laurel Organics Ltd (Net) 10,262,745.00

Laurel Organics Ltd 6,74,76,053 - -

Remuneration to Director - - 76,00,000 48,00,000

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Loan received- Sachin Goel - - - 10,50,000

Loan received- Sameer Goel - 1,51,76,000

Loan repaid-Sachin Goel - - - 38,50,000

Loan repaid-Sameer Goel - 1,86,56,176

Balance outstanding - - 2,08,43,565 2,13,10,093

Remuneration Payable - - 20,19,872 2,86,400

Laurel Organics Ltd. considered as related party effective from 29th March,2016, subsequent toShare Purchase Agreements (Subject to SEBI Approvals) and Appointment of common Directorson the Board of the Laurel Organics Ltd.

9. Earnings Per Share

Particulars FY 2016-17 FY 2015-16

Profit/(loss) after tax 1,11,39,389 55,88,405

Weighted average number of equity shares outstanding 1104800 1104800

Earnings per share-basic (Rs.) 10.08 5.06

10. Managerial Remuneration


Director Remuneration 76,00,000 48,00,000

11. Value of imports on CIF basis


Capital Goods - 56,99,407

Raw Materials 3,20,589,334 277,037,133

12. Earnings in foreign currency


EXPORTS-CIF 2,17,50,576.75 -

13. Expenditure in foreign currency (accrual basis)


Travelling 1,876,207.47 1,007,430

Salary 1,772,847 1,980,488

Others 673,708.33 371,405

Total 4,322,762.52 3,359,323

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14. Statement of additional information

Raw and Packing Materials consumed


Indigenous 2,44,85,288 11,43,07,537

Imported 13,59,06,801 28,86,95,329

Total 360,392,089.00 40,30,02,866

15. Based in Share Purchase Agreement with the promoters of Laurel Organics Limited ("LOL"), thehas acquired entire promoter shareholding of LOL i.e. 3,629,500 Equity Shares ("SPA shares")representing 49.15% of the paid up share capital of the of the LOL during the year. Companyalso acquired 98,600 shares of LOL through Takeover Open Offer under Regulation 3(1) and 4of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to acquiresubstantial shares and control over the Laurel. As the close of year company is holding 50.49%share holding of Laurel resulted in being the holding company of LOL. The amount so investedshown under Non Current Investment.

16. Disclosure on Specified Bank Notes (SBNs):

During the year, the Company had Specified Bank Notes or other denomination Notes as definedin the MCA notification, GSR 308(E) dated 31st March, 2017. The details of SBNs held andtransacted during the period from 8 November, 2016 to 30 December, 2016, the denomination-wise SBNs and other notes as per the notification are as follows:

SBNs Other Totaldenomination

notes

Closing cash in hand as on 08.11.2016 5,27,000 11,903 5,38,903

Add: Permitted receipts - 2,33,668 2,33,668

Less: Permitted payments - 2,02,193 2,02,193

Less: Amount deposited in Banks 5,27,000 - 5,27,000

Closing cash in hand as on 30.12.2016 - 43,378 43,378

17. Notes 1 to 20 form an integral part of the statement of accounts of the company comprisingBalance Sheet as on 31st March'2017 and the Profit & Loss Statement for the year ended on thatdate.

18. Previous year figures have been regrouped/ re-casted wherever necessary

As per our report of even date

For Charnalia Bhatia & GandhiChartered AccountantsFirm Registration No 012006N Sd/- Sd/-CA Arun Bhatia Sameer Goel Sachin GoelPartner DIN- 00161786 DIN- 00161762Membership No-082789 (Director) (Director)Date: 23rd August 2017Place: New Delhi

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KIMIA BIOSCIENCES LTD.BALANCE-SHEET AS AT 31st MARCH 2017 Amount in Rupees

Particulars Note As at 31.03.2017 As at 31.03.2016No. (Rs.) (Rs.)

I. EQUITY & LIABILITIES :1 Shareholder’s Fund:

(a) Share Capital 1 11,048,000 11,048,000(b) Reserves and Surplus/(Loss) 2 31,338,543 20,199,154(c) Money received against share warrants

42,386,543 31,247,1542 Non-current Liabilities

(a) Long-term borrowings 3 123,386,954 117,018,068(b) Deferred tax liabilities (Net) 4 1,508,487 1,089,126


(a) Short-term borrowings 5 78,579,827 57,259,448(b) Trade payables 6 135,194,344 114,888,796(c) Other current liabilities 7 5,530,978 4,104,715(d) Short-term provisions 8 12,499,192 5,619,357

231,804,341 181,872,316TOTAL 399,086,325 331,226,664


(a) Fixed Assets 9(i) Tangible assets 43,640,509 43,561,807(ii) Intangible assets 1,145,764 1,067,744(iii) Capital work-in-progress 2,193,550 1,943,550(iv) Intangible assets under development(v) Fixed assets held for sale

46,979,823 46,573,101(b) Non-current investments 13,557,729 -(c) Deferred tax assets (net) - -(d) Long-term loans and advances - -(e) Other non-current assets - -

13,557,729 -2. Current Assets

(a) Current Investments - -(b) Inventories 10 73,869,417 48,821,265(c) Trade receivables 11 148,466,523 133,613,132(d) Cash and cash equivalents 12 17,568,584 17,382,614(e) Short-term loans and advances 13 92,712,550 77,505,390(f) Other current assets 14 5,931,698 7,331,162

338,548,773 284,653,563Total 399,086,325 331,226,664

- 0Summary of significant accounting policies 20and other Notes

The accompanying notes are an integral part of the financial statementsIn terms of our attached report of even dateFor CHARNALIA BHATIA & GANDHI For and on behalf of the Board of DirectorsChartered Accountants

Sd/- Sd/-(ARUN BHATIA) Director DirectorPartner (SAMEER GOEL) (SACHIN GOEL)

Place : Delhi Place : DelhiDate : 23.08.2017 Date : 23.08.2017

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KIMIA BIOSCIENCES LTD.Statement of Profit and Loss for the year ended 31 March 2017 Amount in Rupees

Particulars Note- For the year For the yearNo. Ended 31.03.2017 Ended 31.03.2016

(Rs.) (Rs.)A. CONTINUING OPERATIONS1 Revenue from operations 15 687,088,520 453,685,203

Manufactured goods 437,506,484 352,529,043 Traded goods 249,582,036 101,156,160

2 Other income 15.a 10,030,996 7,958,2973 Total Revenue ( 1 + 2 ) 697,119,516 461,643,500IV. Expenses:

(a) Cost of materials consumed 16.a 360,392,089 247,201,524(b) Purchases of stock-in-trade 16.b 248,412,207 101,896,577(c) Changes in inventories of finished goods 16.c (31,353,252) 31,683,363 work-in-progress and stock-in-trade(e) Employee benefits expense 17 24,512,501 21,784,428(f) Finance costs 18 8,615,244 10,658,843(g) Depreciation and amortisation expense 9 3,958,298 2,821,695(d) Other Manufacturing Expenses 19.a 20,079,145 8,849,818(h) Administration expenses 19.b 23,881,246 13,270,150(i) Selling & Distribution Expenses 19.c 7,381,431 2,532,650(j) R&D Expenses 19.d 14,219,315 6,996,761(k) Exchange Fluctuation Loss 19.e - 5,701,614 Total expenses 680,098,223 453,397,424

5. Profit / (Loss) before exceptional and 17,021,293 8,246,077extraordinary items and tax (3 - 4)

6. Exceptional items7. Profit / (Loss) before extraordinary 17,021,293 8,246,077

items and tax (5 + 6)8. Extraordinary items-Depreciation reworking - (229,554)

due to change of method WDV to SLM9 Profit / (Loss) before tax (7 + 8) 17,021,293 8,475,63110. Tax expense:

(a) Current tax expense for current year 5,462,543 2,098,627(b) (Less): MAT credit (where applicable)(c) Current tax expense relating to prior years(d) Net current tax expense 5,462,543 2,098,627(e) Deferred tax 419,361 788,599

5,881,904 2,887,22611 Profit / (Loss) from continuing 11,139,389 5,588,405

operations (9 +10)12. Profit / (Loss) from discontinuing operations

(12.i + 12.ii + 12.iii)B TOTAL OPERATIONS13. Profit / (Loss) for the year (11 + 12) 11,139,389 5,588,405

Summary of significant accounting policies 20and other Notes

The accompanying notes are an integral part of the financial statementsIn terms of our attached report of even dateFor CHARNALIA BHATIA & GANDHI For and on behalf of the Board of DirectorsChartered Accountants

(ARUN BHATIA) Director DirectorPartner (SAMEER GOEL) (SACHIN GOEL)

Place : Delhi Place : DelhiDate : 23.08.2017 Date : 23.08.2017

131

KIMIA BIOSCIENCES LTD.

Note 1 : Share Capital

Notes forming part of the financial statements Amount in Rupees

As at 31 March 2016 As at 31 March 2017Particulars Number of Rs. Number of Rs.

shares shares

(a) AuthorisedEquity shares of Rs. 10 each 5,000,000 50,000,000.00 5,000,000 50,000,000.00with voting rights

(b) IssuedEquity shares of Rs. 10 each 1,104,800 11,048,000.00 1,104,800 11,048,000.00with voting rights

(c) Subscribed and fully paid upEquity shares of Rs. 10 each 1,104,800 11,048,000 1,104,800 11,048,000.00with voting rights

1,104,800 11,048,000.00 1,104,800 11,048,000.00

Total 1,104,800.00 11,048,000.00 1,104,800.00 11,048,000.00

Particulars Opening Fresh Bonus ESOP Conversion Buy Other ClosingBalance issue back changes Balance

(give details)

Equity shares with voting rights

Year ended 31 March, 2017

- Number of shares 1,104,800 - - - - - 1,104,800.00

- Amount (Rs.) 11,048,000.00 - - - - - 11,048,000.00

Year ended 31 March, 2016

- Number of shares 500,000 604,800.00 - - - - - 1,104,800

- Amount (Rs.) 5,000,000.00 6,048,000.00 - - - - - 11,048,000.00

132

KIMIA BIOSCIENCES LTD.NOTES FORMING PART OF THE FINANCIAL STATEMENTS Amount in RupeesParticulars For the year ended For the year ended

as at 31 March 2017 as at 31 March 2016

Note 2 : Reserves and surplus

(a) Surplus / (Deficit) in Statement of Profit and Loss

Opening balance 11,747,154 6158749

Add: Profit / (Loss) for the year 11,139,389 5588405

Closing balance 22,886,543 11747154

(b) Securities Premium 8,452,000 8452000

Total 31,338,543 20199154

Note 3 : Long-term borrowings

(a) Term loans From banks - Secured 6,563,262 6494377

(b) Loans and advances from related parties- Unsecured 18,823,693 21023693

(c) Other loans and advances- Unsecured 97,999,999 89499998

Total 123,386,954 117018068

Note 4 : Deferred tax (liability) / asset

Tax effect of items constituting deferred tax liability

Tax effect of items constituting deferred tax assets

On difference between depreciation as per book and as

per tax on fixed assets 1,508,487 1089126

Net deferred tax asset 1,508,487 1089126

Note 5 : Short-term borrowings

Interest payable within One year 12,531,510 7423273

Loans repayable on demand From banks -Secured 66,048,317 49836175

Total 78,579,827 57259448

Note 6 : Trade payables

Trade payables: ('Other than Acceptances) 135,194,344 114888796

Total 135,194,344 114888796

Note 7 : Other current liabilities

(i) Statutory remittances 2,247,309 1467953

(ii) Advances from customers - 2310600

(iii) Others 3,283,669 326162

Total 5,530,978 4104715

Note 8 : Short-term provisions

Provision for Salary 4,712,579 2181917

Provision for Excise Duty 2,177,555 1222213

Provision for ESI and PF 146,515 116600

Provision for tax 5,462,543 2098627

Total 12,499,192 5619357

Note 10 : Inventories

(At lower of cost and net realisable value)

(a) Raw materials 16,725,088 23030188

(b) Work in Progress 11,474,946 878779

(c) Finished Goods/Stock in Trade 45,669,384 24912299

Total 73,869,417 48821265

133



Note 11 : Trade receivables

Trade receivables outstanding for a period exceeding

six months from the date they were due for payment

Unsecured, considered good 1,070,787 1070787

Other Trade receivables

Unsecured, considered good 147,395,737 132542345

Total 148,466,523 133613132

Note 12 : Cash and cash equivalents

(a) Cash on hand 322,044 200778

(b) Balances with banks

(i) In current accounts 99,910 606821

(ii) In Fixed Deposit (As Margin Money) 17,146,630 10814715

(iii) In earmarked Escrow accounts - 5760300

- Balances held as margin money

Total 17,568,584 17382614

Note 13 : Short-term loans and advances

(a) Loans and advances to Others - Unsecured,

considered good 77,738,798 67476053

(b) Security deposits - Unsecured, considered good 2,355,500 1759000

(c) Loans and advances to employees,Supplier &

Others - Unsecured, considered good 477,685 745949

(d) Loans and advances for capital goods 100,000 100000

(e) Prepaid expenses - Unsecured, considered good 251,604 290352

(f) Balances with government authorities - Unsecured,

considered good-Including Advance Taxes 11,788,963 7134036

Total 92,712,550 77505390

Note 14 : Other current assets

Advance/cost for acquision of Investment - 1067366

Interest Accrued on FDR 82,680 62272

Insurance Claim Receivable - 2666250

Other Advances 120,168 68252

Interest Receivable-Others 5,728,851 3467022

Total 5,931,698 7331162

Note 15 : Revenue from operations

Sale of products

Manufactured goods 437,506,484 352529043

Traded goods 249,582,036 101156160

Total 687,088,520 453685203

Note 15.a : Other income

(a) Interest Including on deposits with Banks 3,418,563 4839670

(b) Liability no longer required w/back other - 1000016

(c) Exchange Rate Fluctuation Gain 5,992,046 0

134



(d) Duty Draw Back 347,649 0

(e) Commission 250,500 182000

(f) Misc. Income/Discount Received 15,652 8125

(g) Provision written back (excise duty) - 1928486

(h) Profit on Fixed Asset Sale 6,587 0

Total 10,030,996 7958297

Note 16.a : Cost of materials consumed

Raw materials (including purchased components

and packing materials) consumed'.

Opening stock 23,030,188 1842626

Add: Purchases 354,086,989 268389086

Less: Closing stock 16,725,088 23030188

Total 360,392,089 247201524

Note 16.b : Purchase of traded goods 248,412,207 101896577

Total 248,412,207 101896577

Note 16.c : Changes in inventories of finished goods,

work-in-progress and stock-in-trade

Inventories at the end of the year:

Finished goods 45,669,384 24112299

Work-in-progress 11,474,946 878779

Stock-in-trade (consingment) - 800000

Inventories at the beginning of the year:

Finished goods 24,112,299 57474440

Work-in-progress 878,779

Stock-in-trade 800,000

Net (increase) / decrease (31,353,252) 31683363

Note 17 : Employee benefits expense

Salaries and wages 23,654,258 21445464

Staff Training & Recruitment Expenses 44632 49938

Staff welfare expenses 813,611 289026

Total 24,512,501 21784428

Note 18 : Finance costs

Interest Paid -Other Loans 5,222,342 7523390

Bank Charges 1,767,566 1242878

(a) Interest expense on:

(i) Borrowings 964,941 1304598

(ii) Others - interest on Car Loan 660,395 587977

(b) Other borrowing costs

(c) Net (gain) / loss on foreign currency transactions

and translation

Total 8,615,244 10658843

135



Note 9 : Depreciation and amortisation expense

Depreciation expense 3,958,298 2821695

Amortisation expense

Total 3,958,298 2821695

Note 19 : Other expenses:

Note 19.a : Other Direct Expenes

Clearing Agency Charges 83,326 189304

Freight & Cartage Inwards 1,376,405 948177

Job Work Charges 16,636,163 6983605

License Fee 318,148 29243

Loading & Unloading Charges 108,144 67132

Stock Loss 85151

Packing Expenes 29,738 9830

Sample Expenses 17,282 0

Shipping Line Charges 371,082 509209

Other Exp.-Cenvat/Vat not used 1,138,857 28166

20,079,145 8849818

Note 19.b : Administration expenses

Audit Fees (Refer note below) 143,750 114500

Books & Periodicals 284 194

Computer Repair & Other IT Exp. 72,718 64134

Consultancy Fee 7,215,850 3872021

Legal & Professional Charges 341,526 641330

Conveyance Exp. 686,074 291683

Donation 160,000 165000

Electricity /water Exp. 265,750 90022

Freight Expenses - 474742

Festival Exp 535,729 579259

Filling Fees 7,200 16948

Insurance Expenses 576,808 422424

Interest On Custom Duty 15,904 4307

Interest On Service Tax 63,600 2670

Interest On Tds 60,416 13608

Interest On Income Tax - 154317

FEES & SUBSCRIPTION 758,719 544038

Postage & Courier Exp 257,166 109409

Printing & Stationery 114,909 71756

Rent 3,290,230 1274724

Repair & Maintainace - Others 102,165 6788

Repair & Maintainace - Office 998 18992

Repair & Maintenanec Vehicle 100,726 0

Software Development Charges - 27457

136



Technical & Professional 2,192,443 123855

Telephone & Internet Expense 416,234 307821

Tour & Travelling Exp. - Domestic 2,510,927 1530410

Tour & Travelling Exp. - Foreign 1,876,207 1007430

Registration Charges/Stamp Duty 82,250 5000

Provision For Excise Duty 955,342 0

Service Tax 634,254 855662

Assets discarded/w/off - 1981

Miscellaneous incl. House keeping Expenses 32,625 29788

Short & Excess (2,422) 89122

Excess Interest Provision w/off - 358757

In trasit Loss/Insurance claim 319,773 0

Income Tax paid 93,090 0

23,881,246 13270150

Note 19c. : Selling & Distribution Expenses

Advertisement 69,499 81750

Business Promotion Exp. 1,285,089 957076

Commission & Brokerage 3,286,987 973004

Freight & Cartage Outward 687,239 362194

Testing Charges 295,817 158626

Rebate & Discounts 1,756,800 0

7,381,431 2532650

Note 19.d : R&D Expenses:

Chemicals & Consumables consumed 2,545,690 638989

Employee benefits expense 9,059,239 4917920

Administration expenses 2,614,386 1439853

14,219,315 6996761

Note 19.e : Exchange Rate fluctuations:

Exchange Fluctuation A/C - 5701614

Total 65,561,136 37350994

Notes:

(i) Payments to the auditors comprises :

As auditors - statutory audit 143,750 114500

For taxation matters

Total 143,750 114500

137

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in R

s.KIMIA BIOSCIENCES LTD.NOTES FORMING PART OF THE FINANCIAL STATEMENTS

138

Particulars Note As at 30.06.2017 As at 31.03.2017No. (Rs.) (Rs.)


(a) Share Capital 1 113,850,000 113,850,000(b) Reserves and Surplus/(Loss) 2 (126,947,072) (122,132,773)

(13,097,072) (8,282,773)2 Non-current Liabilities

(a) Long-term borrowings 3 124,191,107 97,938,798(b) Deferred tax liabilities (Net) 4 2,073,803 2,073,803(c) Other Long-term liabilities 5 - -(d) Long-term provisions 6 3,474,450 3,568,498


(a) Short-term borrowings - -(b) Trade payables 7 105,043,732 4,088,266

Total outstanding due to MicroEnterprises and small enterprisesTotal outstanding due to otherthan Micro Enterprises andsmall enterprises 14,896,224 18,073,339

(c) Other current liabilities 8 18,073,339 6,691,366(d) Short-term provisions 9 - -

119,939,956 22,161,605TOTAL 236,582,245 117,459,931


(a) Fixed Assets 10(i) Tangible assets 65,728,457 66,637,831(ii) Intangible assets 2,538 2,538(iii) Capital work-in-progress 36,219,203 30,735,781(iv) Intangible assets under development - -

(b) Non-current investments - -(c) Long-term loans and advances 11 1,266,490 1,266,490(d) Other non-current assets 12 1,675,000 1,675,000

104,891,688 100,317,6402. Current Assets

(a) Current Investments - -(b) Inventories 13 97,913,273 6,225,319(c) Trade receivables 14 15,082,054 753,905(d) Cash and cash equivalents 15 65,222 520,581(e) Short-term loans and advances 16 15,132,376 7,929,188(f) Other current assets 17 3,497,632 1,713,298

131,690,557 17,142,291Total 236,582,245 117,459,931

- -For and on behalf of the Board of Directors

Sd/-Director(SAMEER GOEL)

LAUREL ORGANICS LTD.'BALANCE SHEET (Provisional) AS AT 30th June 2017 Amount in Rupees

Annexure-X

139

Particulars Note- PERIOD ENDED YEAR ENDEDNo. 30.06.2017 31.03.2017

(Rs.) (Rs.)

I. Revenue from operations 18 12,186,606 14,600,000II. Other income 19 1,042,028 5,918,056III. Total Revenue ( I + II ) 13,228,634 20,518,056IV. Expenses:

Cost of raw material consumed 63,591,254 -Change in inventories of finished goods, 20 (57,326,272) 3,539,746work-in-progress and Stock-in-tradeEmployee benefit expense 21 4,720,377 7,507,379Finance costs 22 777,402 2,690,191Depreciation and amortization expense 10 1,164,455 3,474,661Other expenses 23 5,115,716 13,557,004Total Expenses 18,042,932 30,768,981

V. Profit before exceptional andextraordinary items and tax ( III - IV ) (4,814,298) (10,250,925)

VI. Exceptional Items - - VII. Profit before extraordinary items and (4,814,298) (10,250,925)

tax ( V - VI )VIII. Extraordinary Items - -IX. Profit before tax ( VII - VIII ) (4,814,298) (10,250,925)X. Tax Expense:

- Current Tax - -- Deferred Tax (L/(A)) 4 - (760,613)

XI. Profit for the year from continuingoperations ( VII - VIII ) (4,814,298) (9,490,312)

XII. Profit from discontinuing operations - -XIII. Tax expense of discontinuing operations - -XIV. Profit from Discontinuing opeartions

(after tax) ( XII - XIII ) - -XV. Profit for the period ( XI + XIV ) (4,814,298) (9,490,312)XVI. Earnings per equity share

(Basic/Diluted) (Rs.) : (0.65) (0.13)

For and on behalf of the Board of Directors


LAUREL ORGANICS LTD.STATEMENT of PROFIT & LOSS (Provisional) Amount in Rupees

FOR THE PERIOD ENDED 30th June 2017

140

KIMIA BIOSCIENCES LTD.BALANCE SHEET AS AT 30 JUNE 2017 (PROVISIONAL) Amount in Rupees

Particulars Note As at 30.06.2017 As at 31.03.2017No. 7(Rs.) (Rs.)


(a) Share capital 1 11,048,000 11,048,000(b) Reserves and surplus 2 36,307,851 31,338,543(c) Money received against share warrants

47,355,851 42,386,5432 Non-current Liabilities

(a) Long-term borrowings 3 117,955,641 123,386,954(b) Deferred tax liabilities (net) 4 1,508,487 1,508,487


(a) Short-term borrowings 5 59,128,407 78,579,827(b) Trade payables 6 126,657,613 135,194,344(c) Other current liabilities 7 27,249,629 5,530,978(d) Short-term provisions 8 12,218,109 12,499,192

225,253,758 231,804,341TOTAL 392,073,737 399,086,325


(a) Fixed Assets 9(i) Tangible assets 43,498,126 43,640,509(ii) Intangible assets 1,211,172 1,145,764(iii) Capital work-in-progress 2,143,550 2,193,550(iv) Intangible assets under development(v) Fixed assets held for sale

46,852,848 46,979,823(b) Non-current investments 13,557,729 13,557,729(c) Deferred tax assets (net) - -(d) Long-term loans and advances - -(e) Other non-current assets - -

13,557,729 13,557,7292. Current Assets

(a) Current investments - -(b) Inventories 10 41,820,099 73,869,417(c) Trade receivables 11 162,361,730 148,466,523(d) Cash and cash equivalents 12 6,441,636 17,568,584(e) Short-term loans and advances 13 115,124,011 92,712,550(f) Other current assets 14 5,915,685 5,931,698

331,663,160 338,548,773Total 392,073,737 399,086,325

- -



Annexure-XI

141

KIMIA BIOSCIENCES LTD.Statement of Profit and Loss for the year ended 30 June 2017 (Provisional) Amount in Rupees

Particulars Note- For the period For the yearNo. Ended 30.06.2017 Ended 31.03.2016

(Provisional) (Rs.) (Rs.)A. CONTINUING OPERATIONS1 Revenue from operations (Net) 15 175,182,655 687,088,520

Manufactured goods 101,602,942 437,506,484 Traded goods 73,579,713 249,582,036

2 Other income 15.a 3,182,672 10,030,9963 Total Revenue ( 1 + 2 ) 178,365,327 697,119,5164. Expenses:

(a) Cost of materials consumed 16.a 64,380,671 360,392,089 (b) Purchases of stock-in-trade 16.b 72,012,577 248,412,207(c) Changes in inventories of finished goods, 16.c 17,805,959 (31,353,252)work-in-progress and stock-in-trade (e) Employee benefits expense 17 7,089,352 24,512,501 (f) Finance costs 18 931,276 8,615,244 (g) Depreciation and amortisation expense 9 1,039,574 3,958,298 (d) Other Manufacturing Expenses 19.a 839,650 20,079,145 (h) Administration expenses 19.b 4,764,003 23,881,246 (i) Selling & Distribution Expenses 19.c 575,734 7,381,431 (j) R&D Expenses 19.d 3,957,224 14,219,315 Total expenses 173,396,019 680,098,223

5. Profit / (Loss) before exceptional and 4,969,308 17,021,293extraordinary items and tax (3 - 4)

6. Exceptional items7. Profit / (Loss) before extraordinary 4,969,308 17,021,293

items and tax (5 + 6)8. Extraordinary items-Depreciation reworking - -

due to change of method WDV to SLM9 Profit / (Loss) before tax (7 + 8) 4,969,308 17,021,29310. Tax expense:

(a) Current tax expense for current year - 5,462,543(b) (Less): MAT credit (where applicable)(c) Current tax expense relating to prior years(d) Net current tax expense - 5,462,543(e) Deferred tax - 419,361

- 5,881,90411 Profit / (Loss) from continuing 4,969,308 11,139,389

operations (9 +10)12. Profit / (Loss) from discontinuing operations

(12.i + 12.ii + 12.iii)B TOTAL OPERATIONS13. Profit / (Loss) for the year (11 + 12) 4,969,308 11,139,389



142

LAUREL ORGANICS LTD.Details of Secured & Unsecured Creditors as on 30th June 2017

S.No. Name Address Amount Due (Rs.)

USD

Secured Loans/Creditors:1 Kimia Biosciences Ltd. 974,Aggarwal Millenium Tower-2,

NSP,Pitampura,New Delhi-110034 9,600,000

9,600,000 Unsecured Loans/Creditors:

1 Kimia Biosciences Ltd. 974,Aggarwal Millenium Tower-2, NSP,Pitampura,New Delhi-110034

94,391,107

2 Mekastar Finlease Limited Jain Bhawan 16/121-122, Faiz road Karol Bagh, Near Lal Maszid, New Delhi-110005

20,200,000

114,591,107

Trade Creditors1 Aastha Engineers 4969/3, Ist Floor, Bazar Sirkiwalan,

Hauz Qazi, Delhi-11000621,888

2 Acme Fluid Systems 152/2, Road No.5, GIDC Kathwada, Ahmedabad-382430

458,827

3 A.D.Enterprises E-19, Sanjay Colony, Opp. Punjab Rolling Mill, Sec-23, Faridabad-121005 (Haryana)

37,054

4 A.G.Gasochem Pvt.Ltd Village - Manakpura, Pinjore, Dist. Panchkulan

24,361

5 Agilent Technologies India Pvt.Ltd. Doddanakundi industrial Area, 4th Floor, "C" Block, RMZ Centennial, plot No.8A,8B,8C,8D ITPL Road, Mahadevapura Post, Bangalore-560048

57,050

6 Airfizz Systems Plot No. 58/7 Khasra No. 731, Lal Kuan MB Road, New Delhi-110044

95,958

7 Alenix Power Project F-501, Top Floor Kuber Building, Maidan Gari Delhi 110068

701,856

8 Alfatech INC. S-11, Varun Tower - 1 Sec-20B, Main Mathura Road Faridabad Haryana 121001

225,138

9 Aman Enterprises 901, Gd Itl Tower,B-08, Netaji Subhash Place,Pitampura,,Delhi-34

49,992

10 Arun Kumar Shona Road, Bhondsi , Gurgaon 3,450 11 Beetal Financial & Computer

Services (P) Ltd.Beetal House, 3rd Floor 99 Mdangir,B/H Local shoping center Delhi 110062

82,394

12 Bharat Jyoti Impex 22,Shamldas gandhi Marg, (Princess Street), Mumbai - 400002

143,408

13 Biotavia Labs Pvt Ltd. Cr. C-29 Temple Colony Samaypur,Delhi-110042,India

6,584,000

14 Blue Star Limited Vatika Atrium, 6th Floor, Golf Course Road, Sector-53, Gurgaon -122002

29,326

15 B R Trading Corpn. Shop No.3532, 2nd Floor Gali Hakim, Baqa Hauz Quzi Delhi 110006

41,224

16 Chandrasekaran Associates 11-F, pocket-IV, Mayur Vihar Phase-1, Delhi-110091

78,750

17 Charan Gupta Consultants Pvt.Ltd. B-40,Sector-52,Noida-201307 U.P 18,400

Annexure-XII

143

18 C.V Pipe Distributors 2886, Bazar Sirkiwalan, Hauz Qazi, Delhi-110006

179,920

19 Darshan Kumar Opp. Capital Mall Bhiwadi Alwar Rajasthan

96,644

20 Deepali United Mfg.Pvt Ltd 30/108 Laxmi Industrial Estate New Link Road Andheri (W) , Mumbai-400053, Maharashtra,India

180,846

21 Deltech Instruments Pvt.Ltd. S-21, Iind Floor, V3S Mall, Vikas Marg,Delhi-110092, India

50,888

22 Dignus Infra Pvt. Ltd Kuranwala Barwala raod, Derabassi Mohali Punjab 140507

89,599

23 Elxire It Services Pvt Ltd. 74, Sector -7 Market Faridabad Haryana

8,453

24 Enhance Ecotech Solution Pvt Ltd C-3, First Floor, Vishwakarma Colony, Prahladpur, Badarpur, New Delhi - 110044

75,450

25 Esskay Industrial Corporation Village - Mawai Post - Kheri Khelan, Nehar Par, Near Kheri pul Faridabad Haryana 121002

468,110

26 Gayatri Trading Company 523, Sector-4 Urban Estate, Gurgaon -122001

7,597

27 Globe Chemicals F-72 RIICO Phase 1 Industrial Area Bhiwadi, Distt. Alwar (Rajasthan)

22,474

28 Gunjan Industrial Gases Vill.Raisika, Near Aggarwal Dhoba, Opp. Roz-ka-Meo Industrial Area, Nuh

38,893

29 Gyanjyot Enterprises (P) LTD F-142 Riico Industrial Area,Bhiwadi (Raj.)--301019, India

137,697

30 Himansu Engineers H.No - 118, Street No. 3 Tomar Colony, Kamal Pur Buradi Delhi 110084

19,023

31 Hitech Builders 1/9, Basement DFA Phase-2, Gurgaon, Hayana

1,485,399

32 Indiana Chem-Port 349,GIDC Estate, Po. Box 775, Makarpura, Vadodara-390010

99,101

33 Indo Pharmaceuticals Office No. 19, First Floor, Prasiddhi Complex, Saraspur, Ahmedabad-380018,Gujarat,India

1,798,872

34 Industrial Gas & Chemicals Corpn. shiv nagar pataudi road ,Gurgaon-122001

28,541

35 Infinium Pharmachem Pvt Ltd 205,Sigma Prime, 2nd Floor, Nr. Sardar patel Statue Vallabj Vidhyanagar, Dist. Anand-388120, Gujarat

121,635

36 ITL Labs Pvt.Ltd. B-283-84, Mangolpuri, Industrial Area, Phase-1, delhi-110083

5,980

37 Jagdamba Chemicals Shop No. 11, Gali No. 7, mata Road Near Sector-5 Petrol Pump, Gurgaon

62,768

38 Jaipur Golden Transport Co. Private Ltd.

4735,Roshanara Road, Delhi-7 84

39 Jai Shree Enterprises Shop No.5, Maruti Kunj Road near KIIT College , Gurgaon-122102

1,372

40 J R Corporation Plot No.1085/B-Lamdapura Road, Manjusar, Ta : Savli, Dist: Baroda

665,550

41 Kamal Bearings Pvt Ltd 63, Shardhanand Marg,(G.B Road) Delhi -110006

33,898

42 Kamal Book & Stationary R. Nath Market Bhondsi Near Andhra Bank Gurgaon Haryana 122102

6,955

144

43 Kamal Trade Engineering Plot No 4, Near Old Machinery Mkt. Mujesar, Faridabad-121005

5,302

44 Kewalsons 377/21 Raj Nagar Mode, National Highway 08 Gurgaon Haryana 122001

86,416

45 Khushi Chem C/008, Sneh Shivalay, Opp Matruchhaya School, Anand Nagar, Dahisar (E) Mumbai-400068

498,270

46 Kimia Biosciences Ltd. 974, Aggarwal Millenium Tower-2, NSP,Pitampura,New Delhi-110034

61,196,319

47 Krishna Solvechem Limited M-2, Shree Nivas Bldg. 382/384, Narsi Natha Street,Masjid, Numbai -400009

22,491

48 Leo Chemo Plast Pvt Ltd B-126, Ghatkopar Industrial Estate, Behind R-City Mall, (West) Mumbai-400086

42,992

49 Lok Chemicals Pvt.Ltd. Solitaire Corporate Park, Unit No. 741 Andheri Ghatkopar Link Road Chakal, Andheri (E) Mumbai- 400093

501,155

50 Manglam Sales Corporation 3471/113, 1st Floor, Gali Bajrang Bali, Chawri Bazar, Delhi-110006

114,780

51 Manoj Kumar Gupta Vill Bhondsi Gurgaon 15,317 52 Merck Life Science Pvt Ltd MIDC Plot No C-123, Trans Thane

Creek Industrial Area Pawane, Navi Mumbai-400613

103,971

53 M K Cargo Movers 695/39, Outside CWC Patparganj, Village Gazipur Delhi-110096

5,300

54 Mohinder Kumar Verma & Brothers. Mata Sheetla Road, 8-Biswa, Behind Sheetla Mata Mandir, Sunaro Wala Mohalla, Gurgaon-122001

8,760

55 Mohit Malik 4, Civil Lines, Near Aapka City Plaza, Gurgaon-122001

22,000

56 M/s Sheel Scientific Suppliers B.O-26, Dhaba Complex , Bhiwadi,Distt-Alwar

52,541

57 Multitech Constructions C-2341 Sushantlok -1 Gurgaon Haryana 122009

47,927

58 Nand Kishore & Company 8/34- Kirtinagar Industrial Area Delhi 110015

9,289

59 National Bulk Handling Corporation Pvt Ltd ( NBHC)

7th Floor, A-Wing, Dynasty Business Park, Andheri Kurla Road, Chakala, (E) Mumbai-400059

18,594

60 National Petrolube Plot No 391, Sec-9,UIT Colony , Bhiwadi, Pin 301019

23,469

61 Natraj Filter Media O-63, 3rd Floor, Lajpat Nagar-II, New Delhi-110024

18,100

62 Nexgen Manpower Services Pvt Ltd 502-503, 5th Floor Usha Kiran Building Azadpur Delhi 110033

85,277

63 Nextzen It Solutions 137, 1st Floor, M.P Mall, Pitampura, New Delhi-110034

62,900

64 Nikita Chemical Industries Plot No T-59,60,71,72 & 73 MIDC Tarapur, Boisar, Dist Palghar

179,010

65 N.K.Hardware & Sanitary Store Main Sohna road Near Mayur cinema, Badsahpur Gurgaon Haryana 122001

209,876

66 Okara Roadlines 85-86, Transport Centre, Punjabi Bagh, New Delhi -110035

73,638

145

67 Omkar Chemicals Plot No.-19 ,20,21 Industrial Area, Nagjhiri,Dewas Road Ujjain (M.P) 456010

13,339,689

68 Paharpur Cooling Towers Ltd 806, Ashoka State 24 Barakhamba Road Delhi 110001

54,096

69 Patel Industries 812H/55A, Industrial Area, Bhiwadi Distt. Alwar (Raj) 301019

87,568

70 Patel Roadways 5th Floor - 48 , Gazdar Bandh, North Avenue Rd. Santacruz (W) Mumbai -54

3

71 Paul Electric & Machinery Store Shop No. 247, Jail Land Complex, Sohna Chowk, Gurgaon -122001

3,720

72 Perfect Enterprises Plot No. 1542, Sector 17C/ Near Iffco, Chowk Gurgaon -122001

27,830

73 Pioneer Chemical Industries 112, Anand,82/84, Kazi Sayed Street Mumbai-400003

1,002,392

74 Pioneer Dye-Chem Corporation 119, Gokul Arcade, Swami Nityanand Road, Vile Parle (E) Mumbai-400 057

227,348

75 Professional Impex Pvt Ltd 1St Floor Harbans Bhawan-I,New Delhi-110046,,India

67,547

76 Qingdao Haosail Science Co. Ltd B3, 17, Songyuan Road, Qingdao High-Tech Zone 266109,China

11,861,025 $ 181,500

77 Rakesh Metal Industries 366/368, Moulana Azad Road,2nd Floor, Room No. 08, Near Goldeval Temple, Mumbai-400004.

129,985

78 R.J.Polymers Vill. Kishangarh, Near IT Park, Chandigarh U.T

36,118

79 Rudra Enterprises Housing Board Colony 332/7 Ext. Gurgaon 122001 INDIA

4,944

80 Shanghai Forxine Pharmaceutica Ltd Co.

1835 Duhul Road Minhang District Shanghai-201108

389,449 $ 5,964

81 Shanku's Pharmaceuticals Plot No.9,10,11 Millan Industrial Estate, Vadsar-Santej Road

361,463

82 Shanti Puran Services Shop No-1 VPO -Ghamroj, Sohna Road ,Gurgaon 122102

396

83 Shilpa Chemspec International Pvt Ltd

406, Adamji Building, 4th Floor, 413, Narsi Natha Street,Mumbai-400009

51,512

84 Shiva Chemical Company 71/7, A-8 Rama Road, Industrial area Delhi 110015

54,430

85 Shivam Tempo Tpt Service Gurgaon. Haryana 4,520 86 Shorav Graphics & Printers Vill. Rithoj Damdama Complex Road ,

Gurgaon1,352

87 Shree Anant Electric Stores 1791, Ram Gali,Bhagirath Palace, Chandni Chowk, Delhi-110006

21,452

88 Shree Attar Singh Fuel Point Village- Alipur 18.7 KM Stone, Gurgaon Sohna Road Gurgaon Haryana 122102

716,370

89 Shree Hari Laxmi Enterprises Recruitment Ser.P.Ltd.

Plot No.129/2 Feroz Gandhi Colony No. II Gurgaon Haryana 122001

176,501

90 Shree Ram Lubes 76, Kila No. 5/1 Dabripur Road, Badsahpur Gurgaon Haryana 122001

30,890

91 Shree Sulphurics Pvt Ltd 906, Shapath-V Opp: Karnavati Club S G Highway , Ahmedabad -380015

7,573

92 Singh Seal Industry Plot No.5C Dharam Kanta Road, Mujessar Faridabad Haryana 121005

46,493

146

93 S P Cargo Agency P Ltd STREET NO. 09, ROAD NO. 04, MAHIPALPUR EXTENSION RZ-A/97-B, HANS PLAZA, IST FLOOR, New Delhi-India

112,091

94 S S Forwarders 3/101 1St Floor Lalita Park Laxmi Nagar New Delhi - 110092,India

57,378

95 Suneeta Carbons 86-C,Mittal Court,Nariman Point,Mumbai-400021

129,744

96 Super Construction House No. 9 Gali No. 18A, Surat Nagar Gurgaon Haryana

98,300

97 Taizhou Bona Chemical Co.Ltd Yantou Indus trial park Jiaojing District Taizhou City Zhejaing

1,420,275 $ 21,750

98 Technique Sales Corporation 506-508, Dimple Arcade, Asha Nagar, kandivali (E) Munbai-400101

3,260

99 Toner Technology 7, Mahendra Market, New Railway Road, Gurgaon

4,400

100 Toshvin Analytical Pvt.Ltd 103, SJ House, Sita Mills Compound, N.M. Joshi Marg, Lower Parel Mumbai Maharastra 400011

340

101 True Value 331,DDA Flat, Pul Pehladpur, Suruj Kund Road, New Delhi-110044

94,575

102 UK Enviro Systems Pvt Ltd Plot No.12 Durga Colony, Near PNB Bank, Chappraula District G.B Nagar Uttar Pradesh 201009

24,000

103 Uma Micron Plot No.1116,G.I.D.C. Ranoli, N.H No.8,Vadodara-391350, Gujarat

40,345

104 Unique Seal Engineering Co. 3/17,GF,Industrial Area, Site-II, Ajanta Compound, Loni Road, Mohan Nagar, Ghaziabad-201007

2,290

105 Vashista Printers 419/420, Shanti Nagar Near Old Labour Court Gurgaon Haryana 122001

9,614

106 Vasn Engineers F-9, Green park Extn, New Delhi-110016

46,035

107 Venus International 304/310, Sujata Chambers, 1/3, Abhechand Gandhi Marg Off Narsi Natha Street, Masjid Bunder (W) Mumbai -400009

127,234

108 Vikas Scientific B-471, Bindapur DDA Flats, Uttam Nagar, New Delhi-110059

191,438

109 Vimlesh Kumari Kirana Stor Village-Bhondsi, Gurgaon Hr. -122102 2,180

110 Water (I) Pvt.Ltd. Unit No. 912, 917, DLF Tower-3, Jasola-110025 , New Delhi

44,139

111 Welcome Departmental Store New Colony More, Gurugram 23,446 112 Winmet Technologies (P) Ltd. Plot No.140A Industrial Area, Sec-6

Faridabad Haryana 12100637,548

113 YVR Life Sciences Shop No-6, Sain Vihar Ambedkar Nagar Opp IPEM Engg. College,NH-24 By Pass Ghaziabad -201009

26,010

108,941,827 Interest Payable-Unsecured:

1 Kimia Biosciences Ltd. 974, Aggarwal Millenium Tower-2, NSP,Pitampura,New Delhi-110034

5,722,958

2 Mekastar Finlease Limited 92,140 5,815,098

Grand Total 238,948,032

147

KIMIA BIOSCIENCES LTD.Details of Secured Creditors as on 30th June 2017

S.No. Name Address Amount Due (Rs.)

Secured Borrowings-Long Term:

1 HDFC Bank Ltd. (Car Loan-1) 4th Floor, Express Building, Bahadur Shah Jafar Marg, New Delhi-110002

4,820,427

2 HDFC Bank Ltd. (Car Loan-2) Vatika Atrium, Golf Course Road, Sector-53, Gurgaon-122001 HR

1,311,522

6,131,949 Secured Borrowings: Short Term

3 HDFC BANK LTD. (CC A/C NO. 50200006455695)

Ist Floor, Aggarwal Millenium Tower 2, Plot No.4E, Netaji Subhash Place, Pitampura, New Delhi

8,680,247

4 HDFC BANK LTD. (ECB-Buyers Credit LOU)

Ist Floor, Aggarwal Millenium Tower 2, Plot No.4E, Netaji Subhash Place, Pitampura, New Delhi

29,816,650

38,496,897 Grand Total 44,628,846

Details of Unsecured Creditors as on 30th June 2017

Type Name Address Amount Due (Rs.) Amount in USD

Unsecured Borrowings-Long Term:

1 Sachin Goel C-52 Rohit Kunj, Pitampura, Delhi-34 603,869 2 Sameer Goel C-52 Rohit Kunj, Pitampura, Delhi-34 18,219,824 3 Enkay Foam Pvt Ltd 5/5777 Dev Nagar Karol Bagh New Delhi -

110005, India 19,500,000

4 Utsav Securities Pvt Ltd 4th Floor, 15/3198, Street No.1, Sangat Rashan Pahar Ganj New Delhi - 110055, India.

43,999,999

5 Avail Financial Services 2055-56, 3rd Floor, Gali No.6 Chuna Mandi, Pahar Ganj New Delhi - 110055, India

29,500,000

111,823,692 Unsecured Borrowings-Short Term:

1 Shubham Retreat Pvt Ltd C-73, Punjabi Bagh West, Shivaji Park, Delhi - 110032,

3,600,000

2 AVR Exports 127, C Merchant Street, C Merchant Street 3,000,000 3 India Seed House OFFICE NO. 4173, CHOWK ARYA PURA,

OLD SUBZI MANDI, Delhi - 110007, India 1,500,000

4 Unsecured Borrowings-Short Term-Interest Payable:

5 Avail Financial Services 2055-56, 3rd Floor, Gali No.6 Chuna Mandi, Pahar Ganj New Delhi - 110055, India

618,817

6 Utsav Securities Pvt Ltd 4th Floor, 15/3198, Street No.1, Sangat Rashan Pahar Ganj New Delhi - 110055, India.

9,395,152

7 R K G Finvest Ltd. 22, Rajendra Park, New Delhi-110060 2,517,541 20,631,510

Annexure-XIII

148

Trade Creditors/Payables-Unsecured:

1 A.J. Chemicals C-347, First Floor,Vikaspuri,Delhi-110018,India 9,765

2 A.P Gupta Mohali, Punjab, India 350 3 Aggarwal Gas Agency Bhiwadi-301019,Rajasthan,India 997 4 Ajmer Singh Bisla C-38 Old Dlf Colony (Near Sec-14), Gurgaon-

122001,Haryana,India27,000

5 Alkyl Amines Chemicals Limited Plot No 10, Sector-17, Vashi, 401-407, Nirman Vyapar,Navi Mumbai-400703, India

(3,935)

6 Aman Enterprises 901, Gd Itl Tower,B-08, Netaji Subhash Place,Pitampura,,Delhi-110034,New Delhi,India

45,548

7 Amarjeet Kaur Delhi, India 21,737 8 Ambica Chemicals Ankleshwar-393002,Maharashtra,India 2,400 9 Amit Scientific Works Bf- 57 (Ground Floor),Janakpuri, New Delhi-

110058 ,India30,871

10 Anil Enterprises Sohna Alwar Road, Village Bhondsi, Near Union Bank, Gurgaon

5,200

11 Aquatic Remedies Pvt Ltd 218-219 Kailash Plaza Vallabhbaug Lane Ghatkoper, Mumbai-400075,Maharashtra,India

740

12 Arbro Pharmaceuticals (P) Ltd. 4/9 KIRTI NAGAR INDL AREA NEW DELHI-110015

16,965

13 Asc Consulting Pvt Ltd. 73 National Park Lajpat Nagar Ivnew Delhi - 110024,,,Delhi-110024,Delhi,India

226,687

14 Ashish Shukla Delhi, India 21,000 15 B.S Travels New Delhi 8,666 16 Balaji Amines Limited 9/1A/1, HOTGI ROAD, Aasara Chowk Balaji

Tower, Solapur-413224, India(4,577)

17 Bansi J. Rathod Mumbai, Maharashtra,India 22,109 18 Basf India Ltd Plot No. 37,Chandivali Farm Road, Chandivali,

Andheri €,,Mumbai-400072,Maharashtra,India1,932,880

19 Biotavia Pharm Limited MAIN ROAD SOUTH CIVIL LINE DELHI ROAD (DISTT HARIDWAR ), ROORKEE, UK - 247667, India

883,828

20 Brij Mohan & Associates Spl-1/B Indl Area Bhiwadi-301019,Rajasthan,India

23,579

21 C.J Shah & Co 105 Bajaj Bhawan 10Th Floor Nariman Point,,,Mumbai-400021,Maharashtra,India

185,671

22 Chamunda Pharma 3Rd Floor Room No34,94 Old Hanuman Lane Kalbadevi Road,Mumbai-400002,Maharashtra,India

41,657

23 Chandrasekaran Associates 11-Fpocket-Iv,,Mayur Vihar Phase-I-110091,Delhi,India

1,228

24 Charnalia Bhatia & Gandhi Delhi,India 204,585 25 Chemtrade Overseas Pvt Ltd 1004/05/06 Damji Shamji Corporate Squarenext

To Kanara Business Center Laxmi Nagar Ghatkopar,Mumbai-400075,Maharashtra,India

38,565

26 Clearsynth Labs Ltd 17,New Link Road,Mumbai-400053,Maharashtra,India

17,967

27 Corey Organics Private Limited 100/2 R T,S.R .Nagar,,Hyderabad-500038,Telangana,India

15,947

28 Corporate Professionals Capital Pvt. D-28, South Extn. Part-I, New Delhi,,Delhi-110049,Delhi,India

47,396

29 Daksh Dream Holidays Pvt. Ltd. 979 AGGARWAL MILLENIUM TOWER II NETAJI SUBHASH PALCE PITAMPURA, New Delhi

(251,699)

30 Darshan Kumar Opp Capital Mall Uit Bhiwadi Distt,Alwar, Rajasthan,India

51,625

31 Daurala Organics SARDHANA ROAD DAURALA, MEERUT-250221, India

(30,206)

32 Debika Chatterjee 121/105, Silver Oakas Apartments,Gurgaon, India

10,000

149

33 Deepak Yadav Huf Delhi, India 20,250 34 Deepali United Mfg. Pvt. Ltd. 30/108 Laxmi Industrial Estate New Link Road

Andheri (W) ,Mumbai-400053,Maharashtra,India

59,145

35 Delhi Shimla Goods Carriers Delhi, India 25,617 36 Del-Tech Instruments Pvt. Ltd. S-21, Iind Floor, V3S Mall, Vikas Marg,Delhi-

110092, India58,491

37 Divya Bhas Services 113 Vats Market Madhuban Chowk Pitampura, Delhi-110034,India

66,887

38 Enaltec Labs Pvt Ltd Sanpada, Navi Mumbai Plot No.5, Sector 19 ,Mumbai-400 705, India

2,100,000

39 Essence Market Solutions (P) Ltd. 604 Highway Tower-1 A-13/234,,,Noida-201309,Uttar Pradesh,India

10,087

40 Farmasino Pharmaceutical (Jiangsu)Hongxin Building 5F No 100 Jianye Road,Nanjing-210004,China

20,096,326 308,500$

41 Ganesh Stationers NEAR HARIRAM HOSPITAL,ALWAR BYE PASS ROAD, BHIWADI-301019, Rajasthan

(2,971)

42 Genext Green Power Solutions Pvt. Gg-3-Iii/23, Vikas Puri,,New Delhi-110018,India 36,688

43 Gilpin Tour & Travel Management I PNew Delhi (344,193) 44 Globe Chemicals F-72, Phase I Riico Industrial Area

Bhiwadi,,Bhiwadi-301019,India,India74,724

45 Goodwill Three Wheelertempo OperaChandigarh, India 970 46 Gunjan Industrial Gases Opp.Roz-Ka-Meo Indl.Area,Vill-Raisika, Near

Aggarwal Dhaba Nuh, Haryana,India4,561

47 Gyanjyot Enterprisese Pvt. Ltd. F-142 Riico Industrial Area,Bhiwadi (Raj.)--301019, India

52,746

48 Hdfc Credit Card 4854992000055662NEW DELHI- (1) 49 Hemsil Raw Pharma 29,Meghreji Complex,,B/H.Navjeevan

Hotel,Sarkhej,Ahmedabad-382210,Gujarat,India

2,625

50 Heta Pharm & Chem Add No. 391, Wen'er road Hangzhou (7,346) 51 Himanshu I. Kothari JASOLA VIHAR-110025 27,770 52 Hotel Grand Metro Near Phool Bagh Chowk, Opp. Police Station

Bhiwadi - 301019 (Rajasthan)7,059

53 Hotel Samrat GURUDWARA ROAD 4TH FLOOR APNA BAZAR, GURGAON-

(5,994)

54 Imperial House B-8, South City-1,Gurgaon-122001,Haryana,India

30,200

55 Impetus Healthcare S.C.O. 101,1St Floor. Sec.47-C,,Chandigarh-160047,Chandigarh,India

35,550

56 Indo Pharmaceuticals Office No. 19, First Floor, Prasiddhi Complex, Saraspur, Ahmedabad-380018,Gujarat,India

2,026,740

57 Inter Global Hr Compliance F-7, Ist Floor, Shree Jee Complex, Sharma Market, Sec -5, Noida, G.B Nagar (U.P)

4,140

58 J R Corporation 1085/B Lamdapura Road Manjusar Savli Vadodara-391770,Gujarat,India

665,550

59 Jimesh D Shah Mumbai, Maharashtra,India 8,870 60 Jinxi Spring Pharmaceutical Co., Ltd Industrial district, LU Fang, Jinxi Country,

Fuzhou, Jiangxi, China2,899,560 43,800$

61 Jolly Farm Fresh Pvt Ltd INDUSTRIAL AREA, RING ROAD A-18, LAWRENCE ROAD, New Delhi-110035

18,000

62 Jsm Technologies Pvt Ltd Office - F – 205,c/o Anupam Restaurant Main Road, Furniture Market, Munirka, New Delhi-110067, India

(200,000)

63 Kamal Book & Stationary R.Nath Market Bhondsi,R.Nath Market Bhondsi, Near Andhra-Canra Bank ,Distt Gurgaon, India

1,439

64 Kanashi Biotech Pvt Ltd A-27 H Block MIDC, Pimpri, Pune-411018, India

(69,000)

65 Kewalson 377/21, Raj Nagar Mode, N.H.-08 377/21, Raj Nagar Mode, N.H.-08 ,Om Nagar, Gurgaon - 122001, Haryana, India

4,891

66 Khandelwal Ramniranjan Mumbai, Maharashtra,India 3,250 67 Khanna Forex Pvt. Ltd. New delhi, India (500)

150

68 Krishna Engineering 3 Ka 5 Manu Marg Housing Board, Alwar - 301001

(100,000)

69 Laurel Organics Ltd. Village Bhondsi, Tehsil- Sohna,,Gurgaon-122102,Haryana,India

477,245

70 Lcgc Chrom Consumables Llp Lcgc Towers, 161/166, Paigah Colony, Near Anand Theatre, S.P. Road, Secunderabad-500003,Andhra Pradesh,India

18,627

71 Lianyungang Sinoful Chemical Co., LRm4D11,Longhe Building, Xinpu,Lianyungang,Jiangsu City-222000,Jiangsu,China

14,474,535 218,000$

72 Manglam Sales Corporation 3471/113, 1st Floor, Gali Bajrang Bali, Chawri Bazar Delhi

5,775

73 Matrix Pharma 303 Kasar Plaza 3Rd Floor Below Vichare Couriers Sector-3 Charkop Market Kandivali (W) Mumbai-400067,Mumbai-Maharashtra,India

1,750

74 Medchem Life Sciences Pvt Ltd H NO-7-909, PLOT NO-16, SUBASH NAGAR, IDA JEEDIMETLA, HYDERABAD India

40,830

75 Mettler -Toledo Ag Analytical Ch-8603 Aargau, Swizerland (104,397) 76 Myforexeye Fintech (P) Ltd PLOT NO.135, POCKET 1, JASOLA VIHAR-

110025, India24,499

77 Neeraj Electric Works Bhiwadi-301019,Rajasthan,India 41,598 78 Neeraj Kumar DEVI LAL COLONY , GURGAON-122001,

India23,574

79 Negi Super Decor ISLAMPUR, GURGAON NEAR SUBHASH CHOWK, GURGAON SOHNA ROAD, GURGAON-122001

10,901

80 Neptunetrans Logistics Pvt Ltd L-103,2Nd Floor, Street No 7, Rangpuri Road Mahipalpur,New Delhi-110037,Delhi,India

11,398

81 Nexgen Manpower Services Pvt. Ltd K-1/36 Rajapuri Dwaraka Delhi,Delhi-,Delhi,India

18,032

82 Om Electrical Engineers & Services Okhla Industrial Area, Phase-1, 55, 3rd Floor, DSIDC Shed, Delhi-110020, India

22,350

83 Om Packaging (Om Packaging) 1238-39 Phase V Hsidc Indlarea Rai,Sonepat-131029,Haryana,India

44,249

84 Panosonic Express Service DHARUHERA - BHIWADI ROAD, KAUSHIK ENCLAVE, MAHESHWARI, REVARI HARYANA

2,000

85 Paramjeet Singh Delhi, India 21,737 86 Paras Ankhad A/302 Mahavir Darshan Parekh Lane Sv Road

Kandivali-West, Mumbai-400067,Maharashtra,India

78,643

87 Paras Polymers Pvt. Ltd. Khasra No. 1/4/2, Kanjhawala,Bawana Road,,Delhi-110039, India

311,128

88 Parekh Industries Limited Prince House, 51/3 Marol Coop Industrial Estate, M.V.Road, Andheri (East), Mumbai-400059, India

(4,186)

89 Parmar Chemicals Kothi No 355,,Phase-6 Sas Nagar,Mohali-160055,Punjab,India

5,192

90 Parshuram Trade Link Block-H, Plot No.-55,Sector-9,Gautam Budh Nagar,Noida-201301,Uttar Pradesh,India

85,730

91 Pearl Electricals Delhi, India 735 92 Pharmaster(Ningbo)Int'L Co.,Ltd 315100 Yinzhou District, CHINA 81,438 250$ 93 Phenomenex India Private Limited Laxmi Cyber City, Ground Floor, Survey

No.:10,B-Block.,Hyderabad-500084,Telangana,India

165,662

94 Praveen Scientific Corporation R- 16A,,Pul Prahlad Pur,New Delhi-110044, India

195,766

95 Prem Singh Delhi, India 55,526 96 Professional Impex Pvt. Ltd. 1St Floor Harbans Bhawan-I,New Delhi-

110046,,India120,059

97 Public Warehousing Co Delhi,India 4,731

151

98 Qingdao Haosail Science Co.,Ltd B3, 17, Songyuan Road, Qingdao High-Tech Zone 266109,China

20,318,883 314,500$

99 Ranvir PLOT NO.223, BLOCK-1 BASEMENT, IST & 2ND FLOOR, BAWANA-110039

3,000

100 Routeforex Solutions Private Limited US COMPLEX, 120, MATHURA ROAD, OPP APOLLO HOSPITAL, FLAT NO.309, SARITA VIHAR-110076, India

8,707

101 Rudra Enterprises Housing Board Colony 332/7 Ext. Gurgaon 122001 INDIA

149,615

102 S.K. Golden Goods Transport Co. Delhi, India 27,881 103 S.P Cargo Agency P Ltd STREET NO. 09, ROAD NO. 04,

MAHIPALPUR EXTENSION RZ-A/97-B, HANS PLAZA, IST FLOOR, New Delhi-India

27,522

104 S.S. Forwarders 3/101 1St Floor Lalita Park Laxmi Nagar New Delhi - 110092,India

149,250

105 Sai Chem 26, Dhaba Complex,,Bhiwadi-301019,Rajasthan,India

11,341

106 Sam Chemicals Near Home Guard Training Academy,Derabassi-140507,Punjab,India

2,350

107 Satyavir Singh Sector -45 Viii Kanhai Gurgaon (Hr),,,Gurgaon-,Haryana,India

49,049

108 Scientific Lab 13 Laxmivilla Akashdeep Society B/H Subhash Park Harni Road, Baroda, Gujarat,India

36,069

109 Shankar Scientific Works Rz-109/350, Jagdamba Vihar, Masjid Road, West Sagarpur, New Delhi-110046 ,India

12,747

110 Shanti Puran Services Shop No.1, VPO- Ghamroj, Sohna Road, Gurgaon- 122102, Haryana

10,010

111 Sheel Scientific Suppliers 26 Dhaba Complex Bhiwadi,Alwar-,Rajasthan,India

97,684

112 Shijiazhaung Haitian Amino Acid Co East Of The Road,150M Of Shihuang Freeway Entrance,Gaocheng District, Shijiazhuang,,Gaocheng District, Shijiazhuang,,Hebei, P.R.-,,China

6,236,423 96,363$

113 Shiva Chemical Company 71/7 , A-8 , Rama Road Industrial Area,New Delhi,India

92,280

114 Shorav Graphics & Printers Vill. Rithoj Damdama Complex Road,Gurgaon,Haryana,India

20,940

115 Shree Ganesh Enterprises (Shree GA-20 Group Industrial Areawazirpur Delhi-110052, India

29,161

116 Shree Krishna Plastics 1332 Hsiidc Rai Industrial Area,Sonepat-,Haryana,India

26,319

117 Shree Siddhivinayak Enterprises Block F Plot No 23/24 Gandhi Nagar Nr Dr Mukharji Nagar, Delhi-110009, India

3,688

118 Shreya Ex-Tech Pvt. Ltd. Block No. 700, Manjusar-Savali Road, Block No. 700, Manjusar-Savali Road, Manjusar, Tundav, Manjusar, Tundav. Vadodara-391775

12,291

119 Shri Balaji Stationers Bhiwadi-301019,Rajasthan,India 7,553 120 Sinobright Pharmaceutical IndustriesRm D 10/F Tower A Billion Ctr 1,Wang Kwong

Rd Kln Bay Kln, Hong Kong, 6,721,800 102,000$

121 Snehal Mehta B/4,,Deepa Arihant, New Maneklal Estate,Ghatkopar (West), Mumbai, Maharashtra,India

1,875

122 Sonia Organics 11/2, Attibele Industrial Area, Bangalore-562 107, INDIA

19,195

123 Spoton Logistics Pvt Tld INFANTRY ROAD THANAVAN, #23/24, BANGALORE, India

17,360

124 Sunil Dutt Mishra Gdmishra Path New Patliputra Colony, Patna-800013, India

45,000

125 Survival Technologies Pvt. Ltd. 1401-A, NAMAN MIDTOWN,ELPHINSTONE WEST SENAPATI BAPAT MARG 14TH FLOOR, MUMBAI-400013

51,975

152

126 Sushrut Chemicals 3/16 – D, GORWA, BIDC INDUSTRIAL ESTATE, VADODARA-390016, India

(8,348)

127 Suyash Organics Pvt Ltd BHOSALE SHINDE ARCADE, J M ROAD, DECCAN GYMKHANA 0FFICE NO 26, PUNE-411 004, India

(8,348)

128 Svk Laboratories Pvt Ltd D-16,Phase-I,Ida-Jeedimetla,,Hyderabad-500055,Telangana,India

47,250

129 Taizhou Bona Chemical Co., Ltd. Yantou Industrial Park Jiaojiang District, Taizhou City, Zhejiang-,Hangzhou,China

3,669,125 55,500$

130 Taruna Talwar Gurgaon, India 52,500 131 Tnt India Pvt. Ltd. NO-32 Okhla Indil. Estae, New Delhi (5,371) 132 Toner Technology 423-C/2, Adarash Nagar,,Near Saraswati

Complex Opp. Oriented Bank Of Commerce, Gurgaon-,Punjab,India

600

133 Tradebanya Technologies P Limited 104,Highway Towers 1, A-13/2,3,4 Sector 62, Noida-201309, India

9,832

134 Travel Point Block D 317, Nehru Vihar Timarpur,North Campus Delhi University,Delhi-54

30,366

135 Tripplanners Shop No. 101, A-6,Dda, Csc Market,Paschim Vihar,New Delhi-63

53,756

136 True Value Suraj Kund Road,Pul Pehladpur 331, DDA Flat, New Delhi-110044, India

(73,000)

137 Tulsyan Cans & Cardboards (P) Ltd. C-23 & 24 Industrial Focal Point Derabassi,Derabassi-140201,Punjab,India

358

138 Uma Micron Plot No 1116 Gidc Ranoli Nh No 8,Vadodara-391350, Gujarat,India

3,211

139 Uneecops Technologies Ltd. C-185 Uneecops Hpuse Phase1 Naraina Industrial Area,Delhi-110028, India

95,001

140 V.C Travels Pvt Ltd. 118/3 Arjun Nagar Opp b 6/89 Safdarjung,Delhi-110029,India

8,099

141 Vaibhav Jain Delhi, India 261,250 142 Vardhman Computronix G-7A, Suryadeep Builiding,Wazirpur

Commercial Complex,Wazirpur, Delhi-528,700

143 Vashista Printer 419/20, Shantinagar, Gurgaon - 122002, Haryana, India

3,579

144 Vasista Life Sciences Pvt.Ltd. Door No. 11-6-53/2/5, Lane Beside Hmr Steels, Opp. Idpl Factory,Main Gate, Balanagar, Hyderabad-500037 Telangana,India

4,505

145 Vasudha Pharma Chem Limited 78 / A, Vengalrao Nagar,Hyderabad - 500038. Te (938,500) 146 Vikas Scientific B-471,Dda Flats Bindapur, Dwarka,,New Delhi-

110059, India3,995

147 Vinay Road Lines (Pvt.) Ltd. Raj Mahal, Bye Pass Road, Saproon,,Solan-173212,Himachal Pradesh,India

3,185

148 Vinod Pandey Mohali, Punjab, India 86,392 149 Vm Print Solution G-1 Aggarwal Corporate Heights Netaji Subash

Palace,Pitampura,Delhi,India21,226

150 Welcome Light Commercial Operast Sas Nagar,,Derabassi-160062,Punjab,India 11,760

151 Wuhan Golden Wing Industry & TradRoom1101, Building2-2, DaJiang Yuan (North Garden), 430015 District- Wuhan, CHINA

(21,943) 335$

152 Xinxiang Tuoxin Biochemical Co. LtdXINXIANG ADVANCED TECHNOLOGY DISTRICT HENAN -453000, China

9,632 140$

153 Zeal Advertising Private Limited PLOT NO-82-83, VIKAS MARG, VIJAY BLOCK, 2ND FLOOR, LAXMI NAGAR, NEW DELHI

2,454

154 Zeneses Biosciences Pvt. Ltd.1 18 FIRST FLOOR DEEP CINEMA COMMERCIAL COMPLEX ASHOK VIHAR PHASE-1

271,950

155 Zhejiang Chemicals Import & Export No. 37,Qingchun Road,Hangzhou,China 31,942,529 485,450$ 156 Zhejiang Hengdian Apeloa Imp. & ExRm4/F World Trade Office Plaza Wtcz 122

Shuguang Road,,,Hangzhou-,,China1,457,708 22,120$

157 Zhejiang Hongyuan Pharmaceutical Chemicals & APIs. Industrial Zone,. Zhejiang, China

8,034,800 123,000$

158 Zhejiang Shou & Fu Chemtrade 5/F, YANGFAN VENTURE PLAZA, No.31 XINCHENG ROAD,

(22,409)

126,657,613 1,769,958 159 Biotavia Labs Pvt Ltd -Advance C-29 Temple Colony Samaypur, New Delhi, 23,495,154

Grand Total 282,607,970 1,769,958



IN THE MATTER OF:


AND

IN THE MATTER OF:





TRANSFEROR COMPANY


AND





TRANSFEREE COMPANY


FORM NO. MGT – 11

PROXY FORM

(Pursuant to the provisions of Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the

Companies (Management and Administration) Rules, 2014)

Name of the Unsecured Creditors :

Registered Address :

E-mail ID :

I / We being the Unsecured Creditors of the Kimia Biosciences Limited hereby appoint:

1. Name :________________________________________________________

Address :________________________________________________________

E-mail ID :_____________________________Signature____________________

or failing him / her

2. Name :_______________________________________________________

Address :_______________________________________________________

E-mail ID :_____________________________Signature___________________

or failing him / her

3. Name :_______________________________________________________

Address :_______________________________________________________

E-mail ID :_____________________________Signature__________________

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Hon’ble

National Company Law Tribunal (NCLT) convene meeting of the Unsecured Creditors of the

Transferor Company, to be held on Sunday, 26th

November, 2017 at 11.00 am at Village

Bhondsi, Tehsil Sohna, Gurgaon, Haryana – 122102 and at any adjournment(s) thereof in

respect of the resolutions, as indicated below:

Description of the Resolution

Resolution for approval of the Scheme of Arrangement for amalgamation of Kimia Biosciences

Limited (Transferor Company) with Laurel Organics Limited (Transferee Company) and their

respective shareholders and creditors pursuant to the provisions of Section 230 to 232 and other

provisions of the Companies Act, 2013 read with Rule 3 of the Companies (Compromise,

Arrangements and Amalgamations) Rules, 2016.

Signed this ______________day of ____________2017

Signature of the Unsecured Creditors : _______________ Affix

Revenue

Signature of Proxy holder(s): __________________ Stamp

Note: This form of proxy in order to be effective should be duly completed and deposited at the

Registered Office of the Company, not less than 48 hours before the commencement of the meeting.



IN THE MATTER OF:


AND

IN THE MATTER OF:





TRANSFEROR COMPANY


AND





TRANSFEREE COMPANY


FORM NO. MGT.12

Polling Paper

[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1)(c) of the Companies (Management and Administration) Rules, 2014]

Name of the Company: Kimia Biosciences Limited

Registered office: Village Bhondsi, Tehsil Sohna, Gurgaon, Haryana – 122102

BALLOT PAPER

S. No.

Particulars Details

1. Name of the Unsecured Creditor (In block letters).

2. Name of the Proxy / Authorised Representative.

2. Postal address

3. Serial No.

4. Class of Creditor UNSECURED

I hereby exercise my vote at the National Company Law Tribunal, Chandigarh Bench convened Meeting of the Unsecured Creditors of Kimia Biosciences Limited (Transferor Company) held on Sunday, 26th November, 2017 at 11.00 A.M in respect of Resolution enumerated below by recording my assent or dissent to the said Resolution in the following manner:

Item No.

Description of Resolution I assent to the

Resolution (FOR)

I dissent from the

Resolution (AGAINST)

1. Resolution for approval of Scheme of Arrangement/ Amalgamation of Kimia biosciences Limited (Transferor Company) with Laurel Organics Limited (Transferee Company) and their respective shareholders and creditors pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 read with Rule 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

(As per Resolution given in the Notice of

the National Company Law Tribunal, Chandigarh Bench convened Meeting of the Unsecured Creditors of Kimia Biosciences Limited (Transferor Company) held on Sunday, 26th November, 2017 at 11.00 A.M

Place: Gurgaon (Signature of the Unsecured Creditor/ Date : Proxy/ Authorised Representative)

FOR OFFICE USE Name of Unsecured Creditors ____________________________ Records _____________________________ Date & Time on which Proxy Form, if any, Lodged with the Company _____________________________

Signature of Chairman

Signature of Alternate Chairman

Appointed by the National Company Law Tribunal, Chandigarh Bench

Signatures of Scrutinizers


CIN: U24233HR2007PLC069240


Tel No: 0124-2979015; Fax: 011-47063601; e-mail: [email protected]

Website: www.kimiabiosciences.com

ATTENDANCE SLIP

For NCLT Convened Meeting of Unsecured Creditors of Kimia Biosciences Limited

Proposed Amalgamation-Kimia Biosciences Limited (Transferor Company) with Laurel Organics

Limited (Transferee Company).

Name of the Unsecured Creditor : Name of Proxy/Authorized Representative : Address :

I/We hereby record my/our presence at the NCLT Convened meeting of Unsecured creditors of the

Transferor Company pursuant to the Order dated 26th September, 2017 issued on 11

th October, in the

Company Application (CAA) NO. 15Chd/Hry/2017 on Sunday, 26th November, 2017 at 11.00 A.M at

Venue – Village – Bhondsi, Tehsil -Sohna, Gurgoan, Haryana -122102.

Unsecured Creditors : Authorized Representative:

First/Sole/Proxy Holder Second/Proxy Holder

Third/Proxy Holder Fourth/Proxy Holder


CIN: U24233HR2007PLC069240


ENTRY PASS

FOR MEETING OF UNSECURED CREDITORS TO BE HELD ON NOVEMBER 26, 2017

(To be retained throughout the Meeting) Name of the Unsecured Creditor : Name of Proxy/Authorized Representative : Address :

Unsecured Creditors: Authorized Representative:

First/Sole/Proxy Holder Second/Proxy Holder

Third/Proxy Holder Fourth/Proxy Holder

(To be printed on back of the Entry Pass)

Notes for Registration of Attendance and Poll:

1. Unsecured Creditors are requested to produce attendance slips duly signed, get their entry pass

stamped.

2. Entry pass should be retained throughout the meeting.

3. Poll will be conducted in respect of the NCLT Convened meeting. When the poll is announced by

the Chairman of the meeting, the poll sheet will be distributed to all the Unsecured Creditors

present inside the venue of the meeting as ordered by the NCLT. Unsecured Creditors are

requested to be seated and the poll sheet will reach them at their seats.

4. Poll sheet is to be signed by the Unsecured Creditors or proxy present, exactly as per the

specimen signature registered with the Company.

5. The venue is equipped with or has to facilitate any clarifications on Unsecured Creditors of the

Company.

6. Complete poll sheets in all respects should be deposited in Poll Box kept near the stage of the

venue.

7. If the Unsecured Creditors wants to vote in favour of the Scheme put “FOR” and in case intend to

vote against the Scheme put “AGAINST”.

8. Unsecured Creditors are requested to bring a photo identity card along with them such proof shall

be retained throughout the meeting.

159

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