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Jubilant Industries Limited

GOVERNMENT OF INDIA - MINISTRY OF CORPORATE AFFAIRS

Registrar of Companies, Uttar Pradesh and Uttarakhand

Fresh Certificate of Incorporation Consequent upon Change of Name

Corporate Identity Number: U80221UP2007PLC032909

In the matter of MIs HITECH SHIKSHA LIMITED
I hereby certify that HITECH SHIKSHA LIMITED which was originally incorporated on Twenty Third day of
February Two Thousand Seven under the Companies Act, 1956 (No.1 of 1956) as HITECH SHIKSHA PRIVATE
LIMITED having duly passed the necessary resolution in terms of Section 21 of the Companies Act, 1956 and the
approval ~f the Central Government signified in writing having been accorded thereto under Section 21 of the
Companies Act, 1956, read with Government of India, Department of Company Affairs, New Delhi, Notification No.
G.S.R 507 (E) dated 24/06/1985 vide SRN A86609914 dated 08/06/2010 the name of the said company is this day
changed to Jubilant Industries Limited and this Certificate is issued pursuant to Section 23(1) of the said Act.
Given under my hand at Kanpur this Eighth day of June Two Thousand Ten.

q>Rf4'! ~ 1Assistant Registrar of Companies

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Mailing Address as per record available in Registrar of Companies office:

Jubilant Industries Limited

1A. Sector 16 A, Institutional Area,

Noida - 201301,

Uttar Pradesh. INDIA

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GOVERNMENT OF INDIA - MINISTRY OF CORPORATE AFFAIRS

Registrar of Companies, Uttar Pradesh and Uttarakhand
Fresh Certificate of Incorporation Consequent Upon Change of Name. on
Conversion to Public Limited Company
Corporate Identity Number: U80221UP2007P.LC032909
In the matter of MIs HITECH SHIKSHA PRIVATE LIMITED

I hereby certify that HITECH SHIKSHA PRIVATE LIMITED which was originally incorporated on Twenty Third .
day of February Two Thousand Seven under the Companies Act. 1956 (No.1 of 1956) as HITECH SHIKSHA
PRIVATE LIMITED having duly passed the necessary resolution on 19/02/2010 in terms of Section 31/21 read
with Section 44 of the Companies Act. 1956; the name of the said company is this day changed to HITECH
SH1KSHA LIMITED and this Certificate is issued pursuant to Section 23(1) of the said Act.

Given under my hand at Kanpur this Sixteenth day of March Two Thousand Ten.

(SAN1~

'R\IT'<'l'i ~ ~ I Assistant Registrar of companies

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>rcro iFf, \3"{1'(F{lIOg

Uttarpradesh and Uttarakhand

q;~ ~N 'W!l(if<f ~ If ""~ ~ 'liT 1fffi :

Mailing Address as per record available in Registrar of Companies office:

HITECH SHfKSHA LIMITED

1A. ,Sector 16 A, Institutional Area.
Nolda201301,
Uttar Pradesh, INDIA

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Form1-

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Certificate of In'corporatio-n

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Corporate Identity Number : U80221UP2001PTC032909

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I hereby certify that HliECH SHIKSHA PRIVATE LIMITED is this day

incorporated under the Coh1panies Act, 1956 (No.1 of 1956) and that the
company is limited.
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Given under my hand at Ks'npurthis TVV-ENfY THIRD day bf

f'!:BF!UARY TWO THOUSAND SEVEN.

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THE COMPANIES ACT, 1956

PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
JUBILANT INDUSTRIES LIMITED
I.

The name of the Company is JUBILANT INDUSTRIES LIMITED

II.

The Registered Office of the Company will be situated in the State of Uttar

Prade~h.

*111. 'The Object for which the Company is established are:

(A) The main objects to be pursued by the Company on its incorporation are:
1.

if

To manufacture, fabricate, produce, mix or prepare, refine, extract, process, formulate, pack, repack,
finish, buy, sell, import, export, distribute, acquire, hire, trade, deal in and deal with, store, enrich,
mine, brew, distill, dehydrate, blend and generally to carry on business in or otherwise deal in:
(a) all kinds of fertilizers (Straight, Complex and Mixed fertilizers), manures, chemicals source
/ materials, ingredients, mixtures, derivatives and compounds thereof" and agricultural and
industrial chemicals including ammonium sulphate, ammonium chloride, anhydrous ammonium,
sodium nitrate, calcium nitrate, potassium nitrate, ammonium nitrate" calcium ammonium
nitrate, ammonium sulphate nitrate, urea, calcium cynamide, single super phosphates,' triple
super phosphates, chelates with various metals and with various legends e.g. proteins,
,,
amides, acids, alcohol etc. and chemicals-as soil conditioner, bio catalyst andbio stimulants
for plant and other chemicals including fine chemicals and pharmaceutical chemicals, any and
all classes and kinds of inorganic and organic, compounds and cosmetics, petrochemicals and
gases or any other allied product or any compounds thereof, petroleum 'products, auxiliaries,
aromatic chemicals, salt and marine minerals, insecticides, pesticides, herb~cides, vermifuges,
fungicides, germicides, dips sprays, Foliar sprays, disinfecting preparation$, fumigators, and
other germ killing materials, fats, drugs, medicines & provisions and remedies of all kinds for
agricultural, horticulture, fioricultureand aquaculture purposes, trees, plantations (indoor and
outdoor), gardening, sport complexes and other purposes or as remedies for human and animals
and whether produced from vegetable, mineral, gaseous or any other matters or substances
by and any process whether chemical, mechanical or electrical, perfumery materials, and all
kinds ofani mal nutrition including niacin and various choline salts like choli'ne chloride, choline
bitrate, choline hydrogen citrate, choline bicarbonate, betaine hydrochloride, choline salicylate.
(b) Vinyl Acetate Monomer, Acetaldehyde, Acetic acid, Acetic anhydride, Ethyl Alcohol, Ethyl
Acetate, Polyvinyl Acetate, Polymers and Co-polymers of Vinyl Acetate, Monomer Acealate to
. Polymer and Vinyl Chloride Monomer, Polyvinyl Alcohol; Polyvinyl Acetyls including Polyvinyl
formal and Polyvinyl
butyral,. Ethylene-Vinyl Alc6hol, Ethylene-Vinyl acetate, Etbylene acrylic
.
'

"

. ,

;,

Clause 1/1 of the Memorandum of Association was altered by a Special Resolution passed on 4th June, 2010 at an Extra Ordinary
,General Meeting of the Company.

acids, Ethylene Methacrylate, homo and copolymer of lactic acid and

'actides, homo and copolymer of styrene, butadiene, vinyl pyridine,

acrylonitrite, unsaturated acids, acetates, acrylates, synthetic and natural

resins and their product, emulsions and latexes for use in Paints and building

products, bitumen and asphalt modifications, various gaskets, rubber and

. rubber products, foam rubber, rubber compounding materials, soaps,

detergents, washing and cleaning compounds, packages, oils, oilseeds

and other agricultural and horticultural products, impact modifiers, food

polymers, Adhesives, Paper Coatings, coating compositions and paint raw

materials, printing and writing inks and artists' materials, Textiles, Binders,

Wire Enamel, Floorings, Phonographic records, Specialty coatings,

Forest wood products or any other use, Chemicals, Alkalies, Acids,

gases; oils, paints, pigments and other colouring materials, varnishes,

lacquers, compounds, dyes and dye-stuffs, organic or mineral, basic and
intermediates, paints and colours, printing inks and dry salters, all kinds
of adhesives, binders and glues, primers, hardeners, sealants, art & craft
materials, electroplating chemicals and other articles etc.

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(c)

I,

Synthesis of all types of polymers using emulsion, solution, suspension,

bulk polymerization techniques which include homopolymers, pre
J1olymers, copolymers & blends etc. of vinyl acetate, vinyl pyridine, styrene,
butadiene, acrylate, acrylonitrile, acetates, isocyanate, glycols, alcohols,
acids and other monomers derived from both petrochemical & biobased
sources as well as formulated products based on above.

(d) any fats, dips, sprays, vermifuges, fungicides, insecticides, germicides,

disinfecting preparations, fumigators, medic;ines and remedies of all kinds
for agricultural, trees and fruit growing, gardening and. other purposes
or as remedies for humans and aniinals and whether .produced from
. vegetable, mineral, gaseous, animal or any other matters of substances
by any process whether, chemical, mechanical, electrical or otherwise.

2.

(e)

all other constituents, ingredients, derivatives, raw materials, compounds,

heavy chemicals, source materials, intermediate products, by products,
formulations and preparations which use or require directly or indirectly
the products mentioned in (a) to (d) above or any products wherein items
(a) to (d) above, constitute ingredient(s).

(f)

Custom research for any or all of the above

To initiate, acquire, set up, construct, establish, maintain, run, operate and
manage business centres, hyper markets, departmental stores, super markets,
shopping malls, disvount stores, speciality stores, shopping outlets, convenience
stores, wholesale, cash and carry operations, non-store formats. farms,estates,
plantations, commodity exchanges, warehouses, distribution centres, collection
. centres, agricultural input and extension centres, marketing terminals, mandis, .
pumps, terminals, depots, showrooms, storage lanks and oHices, any or all of
them within or outside India and for the purpose to give or take on lease or hire, to
deal in, buy, sell, trade, import, export, market, distribute, process, pack, re-pack,

...

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brand, label, move, preserve, cold storage, manufacture, produce, fabricate, repair,
wholesale, retail, exchange, stock, supply, indent or otherwise and to carry on the
business of manufacturers, traders, dealers, agents, factors, importers, exporters,
merchants, franchisees, selling agents, commission agents, sales organizers,
distributors, stockists, del-credre agents, C ~ F agents, wholesalers, retailers,
devrplopers, processors, brand and trademark owner,s and holders, label owners
and holders, logo owners and holders, franchise holders, designers, repairers,
maintainers, consultants, service providers, of all cqmmercial, industrial, scientific,
household, domestic, forest, agricultural, food products,~raw as well as processed,
of all kinds, consumer goods, consumer durables, and other consumers'
necessities of every kind, make and sorts, on ready or forward basis, including
foods and beverages of all kinds, groceries, spices, condiments and other edible
items, fruits and vegetables, cookeries, bakery, confectio nary, dairy and dairy
products, meat and poultry products, sea foods, packaged drinking water, mineral
water, wine, liquor, all types of drinks including soft drinks and hard drinks, whether
Indian made or foreign made, flowers, cosmetic, pharmaceuticals, automobile,
hardware, plants, machineries, equipments, apparatus, gadgets, appliances,
computer hardware, computer parts, softwares, components, communication
products and accessories of all kinds, communication equipments, information
technology products, steel products, accessories, spare parts, tea, coffee and jute,
fashion, apparels, garments, textiles, finished/grey fabrics, knitted, hosiery, linens,
fumishing fabrics, fabrics of all kinds, readymade garments and clothing, lingerie,
leather, rubber and plastic products, luggage and other bags, footwear, music,
books, watches, gift~, toys, sports items, stationary, glass wares, enamel wares,
earthwares, porcelain wares, plastics, rubber, handicrafts, antiques, aCcessories,
home decor items, furniture and fittings, personal care products, healthcare& beauty
products, metals, precious and semi precious stones, jewellery, paper and paper
products, perfumery, engineering goods, electrical & electronic goods, apparatus,
gadgets, utensils, and all other types of general goods, consumables, materials,
accessories, commodities and equipments or any other general merchandising or
service of every nature, types and description, packing materials,/building materials
of all kinds, all chemicals, fertilizers, pesticides, insecticides, other similar products,
all kinds of petroleum, petroleum products and by products, petrochemicals, fuel,
oil, crude including other related products, dyes, paints, agricultural inputs and
to undertake all agricultural and allied activities, dairy, poultry, animal husbandry, ~
fishery, processing, cold storage, packaging activities and to deal in, trade, export
or import including raising of crops and plantations and to produce all types of
agricultural produce, manufacture of all agro based products, processed foods,
dairy products, animal products, sea foods and to set up, acquire, merge, enter
into joint ventures, invest, buy, sell, dispose of, contract, sub contract in whole or
in part for this purpose.

(8) Objects incidental or ancillary to the attainment of the above main objects of the
company are:
(1)

(i)~.

To invest and deal with the moneys of the Company in such manner
as may from time to time be determined by the Directors and to hold,
. sell or otherwise deal with such investments.

(ii)

Subject to the provisions of the Act, to borrow or raise money, with

or without security from Financial Institutions, Banks, Financial
Corporations, and from any person or persons and other sources. or
to receive money on deposit or loan at interest or otherwise in such
manner as the Company may think fit and in particular by the issue
of debentures, perpetual or oth~rwise and convertible into shares
of this or any other company, convertible Bonds and to secure the
repayment of any such money borrowed, raised or received or
owing by the mortgage, pledge, charge or lien upon all or any of
the property, assets or revenue of the Company (both present and
future) including its uncalled Capital and to borrow unsecured loansl
deposits and to give the lenders or creditors the power of sale and
other powers as may seem expedient and to purchase, redeem or
payoff any such securities and also by similar mortgage, charge or
lien to secure and guarantee the performance by the Company or
any other person, firm or company of any obligation undertaken by
the Company or any person, firm or company, as the case may be.

(iii) To lend money on interest or otherwise either with or without security

and generally to such person and upon such terms and conditions
as the Company may think fit in connection with the business of the
Company.

(iv) To pay for any rights or property acquired by the Company, and
to remunerate any person or company by cash payment or by
allotment of shares, debentures or other securities of the Company
credited as paid up in full or in part or otherwise.
(2)

(i)

To guarantee the performance of the obligations of,and the payment

ot" interest on any stocks, shares or securities of any company,
corporation, firm or person in any case in which such guarantee
may be considered likely, directly or indirectly, to further the objects
of the Company or the interests of its shareholders.

(ii)

To issue or make arrangement for issuance of guarantees, letter of

credits or any other obligations from Financial Institutions, bank and
others.

(iii)

To guarantee the payment of money unsecured or secured by or

payable under or in respect of promissory notes, bonds, debentures,
contracts, mortgages, charges, obligations, instruments and
securities of any company or of any authority, supreme, municipal,
local or otherwise or of any person. whomsoever, whether
incorporated or not incorporated and generally to guarantee or
become sureties for the performance of any contracts or obligations.

I
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(3) . To carry on business and to act as manufacturers, traders,Agents, .

. commission agents, brokers, guarantee brokers, benians, contractors,

..

,..

carriers and to export, import, buy, sell pledge, make advances upon,
barter, exchange or otherwise deal in goods, article,produces, shares
and merchandise of all kinds and descriptions whatsoever in which the
Company is authorised to carry on business.

-I

(4) To acquire by purchase, barter, gift, grant, concession, exchange, lease,

hire, tenancy, licence or otherwise, either absolutely or conditionally and.
either alone or jOintly with any other person(s), all types of movable and
immovable properties, situated in India or outside India including lands,
buildings, factories, works, apartments, plant, machinery, stock-in-trade,
stores and spare parts, rights, privileges, concessions, grants, decrees,
licences, claims, options, easements, and to pay for such acquisition
either by cash or by shares, debentures, debenture stocks, bond or other
securities of the Company or otherwise.
(5)

To purchase or otherwise acquire and undertake the whole or any part of

the business, property, rights and liabilities of any person, firm or company,
carrying on or proposing to carry on any business which this Company is
!}uthorised to carry on or processes of property or rights suitable for any of
the purposes of the Company, or which. can be carried on in conjunction
therewith or which is capable of being conducted so as directly or indirectly
. or indirectly to benefit the Company and to purchase, acquire, sell and deal
in property, share, stpcks, debentures of ahy such person firm or company
and to conduct, make or to carry into effect any arrangements in regard to
the winding up ofihe business on any such person, firm or company.

(6)

Subject to the provh;;ions of the Act, to enter into partnership .or into any
arrangement for sharing profits or into any union of interests, joint venture,
reciprocal concession or co-operation or for limiting competition with
any person' or persons or any Governmental authorities or company or
companies carrying on, or engaged in, or about to carry on or engage in,
or being authorised to carry on or engage in any business or transaction
which this Company is authorised to carry on or engage in or any business
or transaction capable of being conducted so as directly or indirectly to
benefit this Compi3ny.

(7) To construct, acquire, build, erect, establish, enlarge, provide, alter, equip,
cultivate, pull down, remove or replace, maintain and administer upon
'--any land of the Company howsoever acquired, any buildings including
workshops, plants, sheds, mills, offices, dwellings and to erect such roads,
railways, tramways, railways branches, or siding ways, bridges, water
courses, hydraulic works, pumping installations, generating installations,
pipelines, garages, warehouses, storages and accommodation of all .
descriptions in connection with the business of the. Company.
(8) To vest any real or personal property, rights or interest acquired by or
belonging to the Company in any person or company on behalf of or for
the benefit of the Company and with or without any declared trust in favour
of the Company.

c'""
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(9)

To adopt such means of making known the business, products and

properties of the Company as may seem expedient and in particular by
advertisement in the press or over the radio, by circulars and posters, by
purchase and exhibition of works of art or interest and by publication of
books or periodicals or through any other publicity media and by granting
prizes, rewards and donations,.

(10) To draw, make accept, endorse, discount, execute, negotiate and issue
cheques, promissory notes, bills of exchange, bills of lading. warrants,
debentures and other negotiable or transferable instruments including
securities issued by the Government of India or other public authorities in
India or elsewhere in connection with the business of the company.

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(11)

To enter into any arrangement and to take all necessary or proper steps
with Governments or with other authorities, supreme, national, local
municipal or otherwise, of any place in which the Company may have
interests and to carry on any negotiations or operations for the purpose of
directly or indirectly carrying out the objects of the Company or effecting any
modification in the constitution of the company of furthering t~e interests of
its members and to oppose any such steps taken by any other company,
firm or person which may be considered likely, directly or indirectly to
prejudice the interests of the company or its members and to promote
or assist the promotion, whether directly or indirectly of any legislation
which may appear to be in the interest of the company and to oppose and
resist, whether directly or indirectly, any legislation which may seem dis
advantageous to the Company and to obtain from any such Government
authority or any company any charters, contracts, decrees, rights grants,
loans, privileges or concessions which the Company may think desirable
to obtain and carry out, exercise and comply with any such arrangements,
:. charters, contracts, decrees, rights, privileges or"concessions.
To payout of the funds of the Company all expenses which the Company
may lawfully pay with regard to the formation and registration of the
Company or the issue of its capital, including brokerage and commission
for obtaining applications for or taking, placing or underwriting or procuring
the underwriting of shares, debentures or other securities of the Company,
subject to section 76 of the Companies Act, 1956.
To establish and maintain or procure the establishment and maintenance
of any contributory or non-contributory pension or superannuation funds
for the benefit of, and give or procure the giving of donations, gratuities,
pensions, allowances or emoluments to any persons who are or were any
time in the employment or service of the company, or of any company
which is a subsidiary of this Company or is allied to or associated with the
Company or with any such subsidiary company, or who are or were at any
time the Directors or officers of the company or of any such other company
as aforesaid, and the wives widows, families and dependents of any such
persons, and aiso establish and subsidies and subscribe and donate .
c

to any institutions, associations, clubs or funds calculated to benefit or

to advance the interest and well being of the Company or of any such
other company as aforesaid and make payments for or towards medical
relief or the insurance orany such persons as aforesaid either alone or in
conjunction with any such other company as aforesaid.
(14) To form, incorporate or promote any company or companies, whether
in India or in any foreign country, having amongst its or their objects
the acquisition of all or any of the assets of control or development of
the company or any other object or objects which, in the opinion of the
Company, could or might, directly or indirectly, assist the Company in
the management of its business or the development of its properties or
otherwise prove advantageous to the Company and to pay all or any of
the costs and expenses incurred in connection with any such promotion
or incorporation and to remunerate any person or company in any manner
it shall think fit for services rendered or to be rendered in obtaining
subscriptions for placing or aSSisting to place or to obtain supscriptions for .
or for guaranteeing he subscription of or the placing of any shares in the
capital of the Company or any bonds, debentures, obligations or securities
of the Company or any stock, shares, bonds, debentures, obligations or
securities of any other company held or owned by the Company or in
which the Company may have an interest or in or about the formation or
promotion of the Company or the conduct of its business
or in or about the
\
promotion or formation of any other company in which the Company may
have an interest.
. \

(15) To hold, develop. improve, manage, exchange, transfer, sell, lease or let,
under lease, sub-let, mortgage, pledge. dispose of or deal with in any manner,
the whole or any part of the undertaking. moveabl~ property, immovable
property, assets, rights and effects of the Company for such consideration
as may be thought fit and in particular for stocks, shares, whether fully or
partly paid up or debentures or securities of any other company.
(16)

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In the event of winding up, to distribute among the members in specie

any property of the Company. or any proceeds of sale or disposal of
any property of the Company, but so that no distribution amounting to a
reduction of capital be made except with the sanction, if any, for the time
. being required by law.

(17) To advance, deposit with or lend money, securities and property to or'
receive loans or grants or deposits from the Governments.

. (18) To undertake financial and commercial obligations, transactions and

operations of all kinds in connection with the business of the Company.
(19) To apply for purchase. or otherwise acquire and protect. prolong ,and
renew. enter into collaboration whether in India or elsewhere, any
patents, patent rights, invention, trade-marks, designs, licences,

,
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.'.

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protections, concessions and the like conferring any exclusive or nori

. exclusive or limited right to use any secret or other information as to
any invention, process or privilege which may seem capable of being
used for any of the, purposes of the compiilny of the acquisition of which
may seem calculated directly or indirectly to benefit the Company
and to use, exercise. develop, manufacture under or grant licences or
privilege in respect of, or otherwise turn to account the property rights
and information so acquired and to carryon any business in any way
connected therewith.

II
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(20) To expend money in experimenting on and testing and in improving or

seeking to improve any patents, rights inventions, discoveries, processes,
or information of the Company or whiW the Company may acquire or
propose to acquire.

(21 ) To establish, provide, maintain and 'conduct research and other

laboratories. training colleges, schools and other institutions forthe training,
education and instruction of students and others who may desire to avail
themselves of the same and to provide for the delivery and holding of
lectures, demonstrations exhibitions, classes, meetings and conferences
in connection therewith.
(22) To acquire and undertake all or any part of the business property and
liabilities of any person or Company carrying on any business which this
.'
Company is authorised to carry on or possessed of property suitable for
the purposes of the Company.
";

(23) To take part in the supervision or control ofthe business or operation of any
company or undertaking and for that purpose to appoint and remunerate
any Directors, Accountants or other experts or agents.
(24) To procure the registration or incorporation or recognition of the Company
in our under the laws of any place outside India.
(25) To undertake and execute any trust. the undertaking of which may seem
to the Company desirable, and either gratuitously. or otherwise.
(26) To provide for the welfare of Directors,or employees, br the ex-employees
of the Company, or its predecessors in business and the wives, widows
and families' or the dependants or connections of such. persons by building
or contributing to the buildings of houses or dwelling or quarters or by
grants of money, pensions, gratuities, allowances. bonuses, profit-sharing
bonuses or benefits of any other payments or by creating and from time'
to time subscribing or contributing to provident and other associations,
institutions, funds, profitsharing or other schemes, or trusts and by
providing or subscribing or contributing towards places of instruction and
recreation, hospitals and dispensaries, medical and other attendanee and
other assistance as the Company shall think fit.

--I

(27) To apply the assets of the Company in any way in or towards the
establishment, maintenance or extension of any association, institution or
fund on anyway connected with' any particular trade or business or with
trade or commerce generally, including any association, institution of fund
for the protection of the interest of the masters, owners and employers
against loss by bad debts, strikes, combinations, fire accidents or otherwise
or for the benefit of any clerks, workmen or others at any time employed
by the Company or any of its predecessors in business or their families or
dependants and whether or not in common with other persons or classes
of persons and in particular of friendly, co-operative and other societies,
reading rooms, libraries, educational and charitable institutions, refectories,
dining and recreation rooms, places of worship, schools and hospitals and
to grant gratuities, pensions and allowances and to contribute to any funds
raised by public or local subscriptions for any purposes whatsoever.
(28) To aid, pecuniarily or otherwise, any association, body or movement
having for its object the solution, settlement or surmounting of industrial or
labour problems or troubles or the promotion of industry or trade.
(29) To subscribe, contribute, gift, donate or otherwise to assist or to guarantee
money to charitable, benevolent, scientific, national, public, political, or
any other useful institutions, objects or purposes, or for any exhibition or
towards the funds of any political parties.

1.

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(30) To enter into collaboration with or acquire from any person, firm or body
corporate or unincorporate, whether in India or elsewhere, technical
information, know-how processes, engineering, manufacturing, and
operating datas, plans, layouts and blue prints useful for the design,
erection and operation of plants required for any of the businesses of_
the Company and to acquire any grant of licences and other rights and
benefits in the foregoing matters and things.
(31) To appoint agents and constitute agencies of the Company in India or in
any other country whatsoever.
(32) To carry on any other business whether manufacturing or otherwise that
may seem to the Company capable of being conveniently carried on in
connection with the above object or calculated directly or indirectly to
enhance the value of or render profitable any of the company's property or
rights or which it may be advisable to undertake with a view to improving,
developing, rendering, valuable or turning to account any property, real
or personal, belonging to the company orin which the Company may be
interested and to dl all or any of the above things in any part of the world
either as principals, agents, trustees, contractors or otherwise, and either
alone or in conjunction with others, and either by or through agents, sub...
contractors, trustees or otherwise and to establish offices, agencies or
branches for carrying on any of the aforesaid objects in India or elsewhere
in the world.

I
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(33) . To undertake, carry out, promote and sponsor rural development including
any programme for promoting the social and economic welfare of or the
uplift of the public in any rural area and to incur any expenditure on any
programme of rural development and to assist execution and promotion
thereof either directly or through an independent agency or in any other
manner. Without pr~judice to the generality of the foregoing "programme
of rural development" shall also include any programme for promoting
the social and economic welfare of or the uplift of the public in any rural
area which the Directors consider it likely to promote and assist rural
development. and that the words "rural area" shall include such areas as
may be regarded as rural areas under section 35CC of the Income Tax
Act, 1961 or any other law relating to rural development for the time being
in force or as may be regarded by the Directors as rural areas and the
Directors may at their discretion in order to implement any of the above
mentioned objects or purposes transfer without consideration, or at such
fair or concessional value as the Directors may think fit and divest the
ownership of any property of the company to or in favour of any public
or local body or authority or Central or State Government or any Public
Institutions or Trusts of Funds or Organisation (s) or Person (s) as the
Directors may approve.
(34) To undertake, carry out,. promote, and sponsor or assist any activity for
the promotion and growth of national economy and or discharging what
the Directors may cpnsider to be social and moral responsibilities of the
Company to the public or any section of the public as also any activity which
the Directors consider likely to promote national welfare or social, economic
or moral uplift of the public or ~ny section of the public and in such manner
and by such means as the Directors may thiok fit and the Directors may
without prejudice to the generality ~f the foregoing, undertake, carry out,.
promote and sponsor any activity for publications any books literature,
newspaper etc., or organising lectures or seminars likely to advance these
objects or for giving merit awards, for giving scholarships, loans or any other
assistance to deserving students or other scholars or persons to enable
them to prosecute their studies or academic pursuits or researches and for
establishing, conducting or assisting any institution, fund, trust, etc. having
anyone of the aforesaid objects as one of its objects by giving donations or
otherwise in any other manner .and the Directors may at their discretion in
order to implement any of the above mentioned objects or purposes transfer
without consideration or at such fair or concessional value as the Directors
may think fit and divest the ownership of any. property of the company to
or in favour of any public or Local Body or Authority or Central or State
Government or any Public Institutions or Trusts or Funds or Organisation(s)
or person(s) as the Directors may approve.
(35) To manufacture, Buy, Sell, Let or Hire and Deal in Engines, Plants,
lVIachinery and other Apparatus and conveniences which may seem
calculated to promote directly or indirectly the production and sale of the.
above products or otherwise.

10

(36) To act as consultants on matters mentioned herein above.

(37) To amalgamate with any other Company or Companies or to enter into any
arrangements with any companies, corporations, firms or persons.
(38) To do all such other things as may be deemed incidental or conducive of
the attainment of the above objects Qr any of them.
(C) Other. objects for which the Company is established are:
(1) To acquire, purchase, take on lease lands, buildings, machineries,
factories, to carry on and work the business of cultivations, Vinedressers
and dealers in every kind of vegetables, fruits, flowers, cereals, pulses or
other produces of the soil to prepare, manufacture, process, pack, case
and render marketable any such produce, and to sell, dispose of and deal
in any such produce either in its prepared, manufactured or raw state, and
either by wholesale or retail.
(2)

To acquire by lease, exchange or ot~erwise and carry on the business of

manufacturers, suppliers, importers, exporters and dealers in refractory
goods, fire bricks, fire-cements, and mortars, acid-proof bricks, insulation
bricks, ceramic coatings and other ceramic product, including glassware
and potteries and all types of minerals and chemicals.

(3) To purchase, sell import, export, speculate, and deal in food and other
grains, seeds of all kinds country produce, flex, hemp, jute and jute
products, bullion and specie, chemicals, pharmaceuticals, medicinal,
perfumery and toilet preparations, salt, shellac, glassware, musical goods;
apparatuses and instruments,clocks, watches and accessories thereof,
umbrella ribs and other fittings, sugar, provisions, oils, paints, varnishes,
electrical goods and machineries, plants, other equipments and fittings,
photographic and scientific materials, timber wood and their products.
(4) To act as agents or brokers and trustees for any person or company
and to undertake and perform sub-contracts and to do all or any of the
above things in any part of the world either as principals, agents, trustees,
contractors, or otherwise and either alone or jointly with others a.nd either
by or through agents, sub-contractors, trustees or'otherwise .

(5)

To carry on the business of manufacturers, producers, processors, importers,

exporters, buyers, sellers of the dealers in all kinds of yarn, nylon, polyester,
acrylics, rayon, silk, linen, cotton, wool, jute and any other fibre or fibrous
material, whether synthetic, artificial .or natural, textile substances, allied
products, by-products, and substitutes for aI/ or anyone of them and to treat
and utilise any waste arising from any such manufacture, product of process
whether carried on by the Company or otherwise. '

(6) To carry .on the business of manufacturers, exporters, importers, sel/ers,

buyers, and/or dealers in rubber, synthetic rubber, synthetic rubber,

11

vulcanising materials, rubber tubes, tyres, films, moulded goods, foam

rubber, hygenic goods made of rubber and latex, other rubber products,
transmission belts and conveyers, rubber containers, bottles and closures
and rubber lined vessels, toys and other allied goods, leather, floor, cloth,
dress preservers, dress linings, umbrellas, waterproof goods and all kinds
of articles made therefrom.
(7)

To search for, get, work, raise make merchantable, sell, import, export and
deal in coal, iron, ironstone brick, earth bricks and other metals, minerals
and substances and to acquire by purchase or otherwise patent-rights,
goodwill, established factories and mines for the purpose of Company's
bUsiness.

(8)

To purchase, take on lease or otherwise acquire any mines, mining' rights

and metalliferous land in India or elsewhere and any interest therein and
to explore, work, exercise, develop and turn to account the same.

(9) To acquire and carry on the business of the manufacturers, producers,

processors, importers, exporters, buyers, sellers of and dealers in all kinds
of oils, hydrogenated, dehydrated, deodorised or otherwise and other
vegetable products incl.uding vegetable ghee, allied products, byproducts
and substitutes for all or anyone of them and to utilise any waste arising
. froni any slich manufacturers, production or process, whether carried by
the Company or otherwise.
(10) To carry on the business of manufacturers, assemblers and agents of and
dealers in duplicating machines, franking machines; addressing machines,
various types of office machines, systems, furniture, partitioning an~d allied
equipment.
(11) To carry on business of stationers, printers, block-makers, type
founders, lithographers, chro..:lithographers, stero-types, electrotypes,
photographic printers, photo-lithographers, engravers, die-sinkers,
envelope manufacturers, bookbinders, account book manufacturers,
machine rulers, <numerical printers, paper bag and account-book makers,
photographers, manufacturers of and dealers in playing, visiting, railway,
festive, complementary and fancy cards and valentines, dealers in
parchment, designers, draughtmem, ink manufacturers and dealers, in
or manufacturers of any other articles or things of a character similar or
analogous to the foregoing or any of them or connected therewith.
(12) To acquire by lease, exchange or otherwise and carry on business as
proprietors and publishers of newspapers, journals, magazines, reviews,
books and other literary works and act as advertising agents, booksellers
and printers.
(13) To acquire by purchase, lease, exchange or otherwise and to carry on
". the business of iron-founders, iron and steel manufacturers, mechanical

12

,/
engineers, civil engineers, consulting engineers and manufacturers of
agricultural implements, parts and accessories, fabricators, toolmakers,
brass founders, metal-workers, boiler makers, millwrights, machinists,
iron and steel converters, smiths, wood-workers, builders, metallurgists,
electrical engineers, water supply engineers, chemical engineers,
chemists, chemical and physical analysts and to export, import, buy,
sell, manufacture, repair, convert, alter, let on hire and deal in machinery,
implements, rolling stock, hardware and scrap of all kinds.

(14) To acquire by purchase, lease, exchange or otherwise and to carry on the

business of cultivators, manufacturers, exporters, importers, buyers and
sellers of Tea and Coffee and any other produce and any other mercantile
business connected therewith or conducive thereto.
(15) To acquire, manufacture, purchase, deal in, sell or hire out motor vehicles,
motor cycles, tractors, machinery and parts and accessorjes thereof.
(16) To carry on the business as manufacturers, dealers,. importers, exporters
and traders in cardboards, packing materials, apackings, wrappers,
wrappings, linings, and coverings of all materials including cloth, plastic
material, plastic and bakelite and all other substitutes whether synthetic or
not for any of the material's aforesaid and all articles and things made or
constructed wholly or partly from any of the materials aforesaid including
the manufacture of containers, boxes,pails. canisters, trunks, suitcases,
travelling cases and requisites, toys, games, sports and athletics and
recreational requisites of all kinds.

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(17) To carry on in India or elsewhere the business of manufacturers,

processors, fabricators,. drawers, r9liers and re':rollers of ferrous and non
ferrous metals, steels, alloy steels, special and stainless steel, shaftings,
bars, rods, flats squares from scrap, sponge iron, prereduced pillets, billets,
ingots, including manufacturing, converting, processing and fabricating
all types of electrical wires, enamelled wires, cables, conductors, pipes,
utensils, wire, nails, wireropes, wire products, screws, expanded metal
hinges, plates, strips, hoops, round circles, angles and to manufacture
any other engineering products including hospital appliances and surgical
instruments and to act as exporters and importers and dealers in all such
and allied merchandise.

(18) To acquire and carry on the business of manufacturers, repairers, importers

and exporters of and dealers in ferrous and m;>n-ferrous castings of all
kinds and, in particular, continuous castings, chilled and malleable
castings, special alloy castings, steel castings, gun metal, copper, brass
and aluminum castings, copper and foundry work of all kinds.
(19)

To carry on the business of designing, manufacturing, developing, improving,

hiring, repairing, buying, selling and dealing in forgings of all types offerrous
and non-ferrous and in any weight for any industry whatsoever and also the

13

business of engineers, whether general, consulting, mechanical, electrical,

structural, marine, civil, constructional or otherwise, general contractors,
importers and exporters of and dealers in plant, machinery, articles, property
and things of all kinds including ores, metals and hardware in which the
company is authorised to carry on business.
(20) To design, build, construct, alter, improve, maintain, enlarge, develop,
pull down, remove or replace and to. work, manage, layout and control
buildings, offices, factories, furnaces, kilns, mills, shops, stores, oadways,
bridges, reservoirs, ware-houses, water works, parks, gard~ns and other
. works and conveniences including construction and exhibition of cinema
which may seem calculated directly or indirectly to advance to Company's
interest and to contribute subsidise or otherwise assist or take part in the
construction, improvement, maintenance, working management, carrying
out or control of multi-storied bUJldings and to sell or otherwise dispose of
the same on ownership or instalment basis.
(21) To carry on all or any of the business of manufacturers, exporters, importers,
hirers, maintainers of and dealers in electrical and electronic appliances and
apparatus, including transistors, semi-conductors, integrated circuits, solid:
state devices and components, valves, cathoderay tubes, resistors, fixed
and variable capacitors, fixed and variable, inductors, coils and transformers,
fixed; tunable and variable wires, cables, turners, plugs,sockets, jacks and
adapters, electric micromones, analysers, testers, controllers, stabilizers~
oscilloscope copes of all kinds and description including component parts;
materials and accessories thereof.

II

(22) To produce, manufacture. install, maintain, repair, import, export, bUy,seli.

or otherwise deal in sireless transmitting and receiving sets, Television
and Radio Broadcast receiving sets, radiograms, tape and wire recorders.
sound recording. proceeding and reproducing apparatus, stereo and
hi-fi systems and equipment, record changers, discassettes microphones,
loud speakers: speaker systems, earphones, headphones and cassettes
and cartridge thereof.
(23) To design, manufacture, assemble, process, import, export, buy, sell and
otherwise deal in all types and descriptions of fuel cells, primary and
secondary cells and batteries including wet and dry hybrid, stationery,
traction, portable, high performance, high temperature with inorganic
and/or organic electrolytes Leclanche, Mercury, ammoniumchloride
manganese dioxide/zinc voltaic, alkaline manganese, mercury oxide/zinc
(Ruben-milloryorKalium), lead-acid storage automobile, alkaline storage,
nickelcadmiumand nickel-iron.
(24) To mine, acquire, fabricate, deal in, oonstruct, build and equip factories
for the manufacture of mica, mica paper, micanite, flexible micanites and
mica and mica paper products and by-product plant in any part or parts
, of India or elsewhere and to carry on. business as the proprietors of such
plant.

14

I
(25) To establish, undertake, acquire, manage and carry on the business as or
as agents of, manufacturer, dealers, importers, exporters and traders in
all kinds of papers including Mica paper, Insulating Paper, Straw Papers,
Card Boards, Hard Boards, Straw Boards, Paper Boards, Mill Boards,
Pa.ckaging materials, Paper Tubes, Paper Pulp, Wood Pulp, Bamboo
Pulp, Bagassee and all other products, goods and substances connected
therewith:
(26) To manufacture, deal in, process and chemically treat Insulating products
for electrical or electronics products and their parts and components,
heating elements and appliances and to manufacture and process resins
for electrical insulation, varnishes, paints, printed circuites, cast resin
components, Polyester mats, Polyester products for electrical Industries.
(27) To manufacture, deal in, process, chemically treat and laminate mica paper
and other kinds of papers asbestos and other material and to manufacture,
process and punch paper base laminates, Cotton fabric base laminates,
Glass base laminates, Industrial laminates and decorative laminates.
(28) To manufacture, fabricate, produce, prepare, extract, process and finish,
import, export, buy, sell, install, survey, estimate and generally carry on
business or synthetic yarns, staple, fibres, monofilaments, multifilaments
tyre chords, films, sheets, synthetic turfs, floor coverings, phonographic
records, binders for magnetic tapes, gaskets and for other uses, plastics,
castings and all types of inks, paints, enamels, lacquers, polishes, synthetic
adhesives, specially coatings, paper coatings, forest wood products, wire
enamel etc.
(29) To manufacture, buy, sell, let or Hire and Deal in Engines, Plants, Machinery
and other Apparatus and conveniences.
(30) To subscribe for, absolutely or conditionally purchase or otherwise acquire
and to hold, dispose or and deal in shares stocks and securities or
obligations of other company, whether Indian or foreign.
(31) To act as consultants or advisers to any person, firm or company on all
aspects of business organisation, industry etc. and or relating to rendering
of services
IV.

The liability of the members is limited .

V.

The Authorised Share Capital of the Company is Rs. 10,00,00,0001

(Rupees Ten Crore Only) divided into 1,00,00,000 (One Crore) Equity
Shares of Rs.101- (Rupees Ten) each, with the rights, privileges and
conditions attaching thereto as are provided by the regulations of the
Company for the time being with the power to increase and reduce the
capital of the Company and to divide I consolidate the shares in the capital
for the time being into several clj3sses and to attach thereto respectively

..

15

...

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.....

....

such preferential rights, privileges or conditions as may be determined by or in accordance

with the regulations of the Company and to vary, modify or abrogate any such rights, privileges
or conditions in such manner as may, for the time being, be provided by the regulations of the
Company subject to the Companies Act, 1956.

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We, the several persons whose names and addresses are subscribed below are desirous of being formed
into a Company in purs'uance of this Memorandum of Association and we, respectively agree to take the
number of shares In the capital of the Company set opposite to our respective names:

SI.

Name, Address, Description Number and Type

Signature of
each Subscriber
No. and Occupation of each
of Subscribed
Subscriber
Shares

t.

GOPAL H. SUTWALA
Slo Late Hiralal Sutwala
RIo 2A1244, Azad Nagar,
Kanpur-208002
(Business)

9,900

Sd/

REKHA SUTWALA
Wlo Shri Gopal Sutwala
RIo 2A1244, Azad Nagar,
Kanpur-208002
(Business)

100

Sd/

Names, Addresses,
Descriptions and
Occupations of
Witnesses

2.

Ir

TOTAL EQUITY SHARES:

Place: KANPUR

10,000 (TEN THOUSAND)

day of February

Dated this : 15th

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2007

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(THE COMPANIES ACT, 1956)

(PUBLIC COMPANY LIMITED BY SHARES)
ARTICLES OF ASSOCIATION
OF
JUBILANT INDUSTRIES LIMITED
1.

Unless the context otherwise requires, words or expressions contained in these

Articles shall bear the same meaning as in the Act or any statutory modification
thereof in force at the date at which the Articles become binding on the Company.
The marginal notes hereto are inserted for convenience and shall not affect the
construction hereof and. in these presents, unless there be something in the subject
or context inconsistent therewith:
(a)

'The Act" means the Companies Act, 1956 and includes, where the context so

admits, any re-enactment or statutory modification thereof for the time being in

force.

(b) "These Articles" means these Articl es of Association as originally framed or as

altered, from time to time by Special Resolution in the General Meeting of the

Company.

(c)

"The Company" means JUBILANT INDUSTRIES LIMITED.

I

(d) 'The Director or Directors" mean the Directors for the time being of the

Company.

(e)

'The Board of Directors" or 'The Board" means the Board of Directors for the

time being of the Company.

(f)

"The Managing Director" means the Managing Director for the time being of

the Company.

(g) "The Manager" means the Manager for t he time being of the Company.
(h)

"The Secretary" means the Secretary for the time being of the Company.

(i)

"The Office" means the Registered Office for the time being of the Company.

Interpretation

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"The Register" means the Register of Members of the Company required to be

kept under Section 150 of the Act.

(k)

"The Registrar" means the Registrar of Companies, Uttar Pradesh and

Utlarakhand.

(I)

"Dividend" includes interim dividend.

(m)

"Month" means calendar month.

(n)

"Seal" means the Common Seal of the Company.

(0)

"Proxy" includes Attorney duly constituted under a Power of Attorney.

(p)

"In writing" and "Written" include printing, lithography and other modes of
representing or reproducing words in visible form.

Word imparting Singular number also includes the plural number and vice versa.
Word imparting person includes corporation.
Table '/l; not to apply

2.

Save as reproduced herein, the regulations contained in table '/l; in the Schedule to
the Act shall not apply to the company.

Company not to
purchase its own
shares

3.

(a)

Save as permitted by Section 77 of the Act, the funds of the Company shall
not be employed in the purchase of or lent on the security of, shares of the
Company and the Company shall not give, directly or indirectly, any financial
assistance, whether by way of loan, guarantee, the provision of security,
or otherwise, for the purpose of or in connection with any purchase of or
subscription of shares in the company or any Comp~my of which it may, for the
time being, be a subsidiary. This Article shall not be deemed to affect the power
of the Company to enforce repayment of loans to members or to exercise lien
conferred by Article 31.

Buy back of shares

(b)

Pursuant to applicable laws and notwithstanding anything else contained to

the contrary in these Articles, the Company may acquire, purchase or buy
back its own shares or other specified securities out of its free reserves or the
securities premium account or the proceeds of any shares or other specified
securities or by any other mode or manner and/or upon such terms and
conditions and subject to such limits and such approvals as may be legally
permissible.
SHARES

Division of capital

4.

(a)

The Authorised Share Capital of the Company 8t1all be of such amount and
be divided into such shares as mentioned in Clause V of the Memorandum of

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Association of the Company from time to time and the paid up capital of the
company shall be minimum Rs. 5,00,0001- (Rupees Five Lacs) only.
(b)

The Preference Shares forming part of the Share Capital of the Company shall
have such rights and privileges attached thereto in respect of dividend and
return of Capital as shall be determined by the Company in general meeting
prior to the issue of such Shares.

(c)

Subject to the provisions of Section 80 of the Act and these Articles, the
Company shall have !1Cwer to issue Preference shares carrying a right to
redemption out of profits which would otherwise be available for dividend or
out of the proceeds of a fresh issue of shares made for the purpose of such
redemption or liable to be redeemed at the option of the Company and the
Board may exercise such power in such manner as it may think fit.

(d)

The Board shall have the power to issue a part of the Authorised Capital by
way of shares with differential rights as to dividend, voting or otherwise, at
prices, premium, dividends, eligibility, volume, quantum, proportion and other
terms and conditions as they deem fit, subject, however, to applicable legal
provisions.

>.,.

Redeemable
Preference Shares

5.

Subject to the provisions of these Articles, the Board shall have powers to allot
the shares to any person or otherwise dispose of the same, on such terms and
conditions, at such times, either at par or at a premium, and for such consideration
as the Board thinks fit. Provided that, where at any time (after the expiry of two years
from the formation of the Company or at any time after the expiry of one year from
the allotment of shares in the Company made for the first time after its formation,
. whichever is earlier) it is proposed to increase the subscribed capital of the Company
by the allotment of further shares, then, subject to the provisions of Section 81 (1A) of
the Act, the Board shall issue such shares in the manner set out in the Section 81 (1)
of the Act. Provided that, option or right to call of any shares shall not be given to any
person except with the sanction of the Company in general meeting.

Allotment of shares

6.

As regards all allotment made from time to time the Company shall duly comply with
Section 75 of the Act.

Return of allotments

7.

If the Company offers any of its shares to the public for subscription:-

Restrictions on
allotments

(a)

no allotment thereof shall be made, unless the amount stated in the prospectus
as the minimum subscription has been subscribed, and the sum payable on
application thereof has been paid to and received by the Company; whether in
cash or by a cheque or other instrument which has been paid.

(b)

the amount payable on application on each share, shall not be less than 5 per
cent of the nominal amount of share; and

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(c)

Commissions
Brokerage

the Company shall comply with the provisions of subsection (4) of Section 69
the Act. And jf the Company shall propose to commence business after filing
a statement in lieu of prospectus, the Board shall not make any allotment of
shares payable in cash unless Sections 70 and 149 of the Act shall have been
complied with.

and

8.

The Company may exercise the powers of paying commission conferred by Section
76 of the Act, provided that the rate per cent, or the amount of commission paid or
agreed to be paid shall be disclosed in the manner as required by the said Section
and the commission shall not exceed the percentage prescribed by the Act. Such
commission may be satisfied by the payment of cash or-the allotment of fully or partly
paid shares or partly in one way and partly in the other. The Company may also on
any issue of shares or debentures pay such brokerage as may be lawful.

Shares at a discount

9.

Subject to the provisions of section 79 of the Act, the Company may issue shares at
discount of a class already issued

Installments of share
to be duly paid

10. If by the conditions of allotment of any shares, the whole or part of the amount or
issue price thereof shall be payable by installment, every such installment shall,
when due, be paid to the Company by the person who, for the time being, shall be
the registered holder of the share or by his executor or administrator.

Liability of joint
holders of shares

11.

Trust not recognized

12. Save as herein otherwise provided, the Company shall be entitled to treat the
registered holder of any shares as the absolute owner thereof and accordingly shall
not, except as ordered by a Court of competent jurisdiction, or as by Statute required
be bound to recognize any equitable or other claim to or interest in such shares on
the part of any other person.

Who may be
registered

13.

The joint-holders of a share shall be severally as well as jointly liable for the payment
of all installments and calls due in respect of such share.

Shares may be registered in the name of any person, company or other body
corporate. Not more than three persons shall be registered as joint holders of any
shares.
CERTIFICATES

Issue of Share
Certificates

14.

Subject to the provisions of The Companies (Issue of Share Certificate) Rules, 1960,
or any statutory modification or re-enactment thereof, share certificates shall be
issued as follows :
(a) The certificate to title to shares and duplicates thereof when necessary shall be
issued under the Seal of the Company which shall be affixed in the presence
of (i) two directors or persons acting on behalf of the directors under a duly
registered Power of Attorney, and (ii) the secretary or some other person

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appointed by the'Board for the purpose. The two directors or their attorneys
and the secretary or other person shall sign the share certificate. Provided.
that, if the composition of the Board permits of it, at least one of the aforesaid
two directors shall be a person other than a managing or whole-time director.
(b)

~very member shall be entitled to have certificate in marketable lots free of

charge for all the shares of each class registered in his name or; if any member
so wishes, to several certificates each for one or more of such shares, but
in respect of each additional certificate which does not comprise shares in
lots or market units of trading, the Board may charge a fee of Rs. 2/- or such
less sum as the Board may determine. Unless the conditions of issue of any
shares otherwise provide, the Company shall either within three months after
the date of allotment and on surrender to the Company of its letter of allotment
or of its fractional coupons of requisite value (save in the case of issue against
letters of acceptance or renunciation or in case of issue of bonus shares) or
within two months of receipt of the application for registration of the transfer,
subdivision, consolidation, renewal or exchange of any of its shares, as the
case may be, complete and have ready for delivery, the certificates of such
shares. Particulars of every certificate issued, the shares to which it relates
and the amount paid up thereon shall be entered in the Register maintained in
the form set out in above Rules or, in a form as near thereto as circumstances
admit against the name of the person to whom it has been issued indicating
the date of issue. In respect of any shares held jointly by several persons, the
Company shall not be bound to issue more than one certificate and delivery of
a certificate to one of several joint holders shall be sufficient delivery to all such
holders.

Members' right to
Certificate

(c)

If any certificate of any share or shares be surrendered to the Company for

subdivision or consolidation or if any certificate be defaced, torn, decrepit or
worn out or where the cages on the reverse for recording transfers have been
duly utilised then, upon surrender thereof to the Company, the Board may order
the same to be cancelled and may issue a new certificate in lieu thereof; and if
any certificate be lost or destroyed, then upon proof thereof to the satisfaction
of the Board, and on such indemnity as the Board thinks fit being given, a
certificate in lieu thereof shall be given to the party entitled to the shares to
which such lost or destroyed certificate shall relate. Where a certificate has
been issued in place of a certificate which has been defaced, lost or destroyed,
it shall state on the face of it and against the stub or counterfoil that it is issued
in lieu of a share certificate or is a duplicate issued for the one so defaced, lost
or destroyed, as the case may be, and in the case of certificate issued in place
of one which has been lost or destroyed, the word 'duplicate' shall be stamped
or punched in bold letters across the face thereof. For every certificate issued
under this Article, there shall be paid to the Company such out of pocket
expenses incurred by the Company in investigating evidence as the Board
may determine.

As to issue of new
certificate

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Fees on subdivision,
consolidation of
share, issue of new
certificates etc.

Particulars of new
certificates to be
entered in the
Register

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(d)

No fee shall be charged for SUb-division and consolidation of share and

debenture certificate and for sub-division of letters of allotment and split,
consolidation, renewal and pucca transfer receipts into denomination
corresponding to the market units of trading; for subdivision of renounceable
letters of right; for issue of new certificates in replacement of those which are
old, decrepit or worn out, or where the cages on the reverse for recording
transfers have been fully utilised. Provided that the Company may charge such
fees as may be agreed by it with the Stock Exchange with which its shares
may be enlisted for the time being for issue of new certificates in replacement
of those that are torn, defaced, lost or destroyed and for subdivision and
consolidation of share and debenture certificates and for subdiviRion of IAftfm:;
of allotment and split, consolidation, renewal, and pucca transfer receipts into
denominations other than those fixed for the market units of trading.

. (e)

Where a new share certificate has been issued in pursuance of paragraph (c)
above, particulars of every such certificate shall also be entered in a Register
of Renewed and Duplicate Certificates indicating against the name of the
person to whom the certificate issued for the number and date of issue of
the certificate in lieu of which the new certificate is issued and the necessary
changes indicated in the Register by suitable cross-references in the 'Remarks'
Column. All entries made in the Register or in the Register of Renewed and
Duplicate Certificates shall be authenticated by the Secretary or such person
as may be appointed by the Board for purposes of sealing and signing the
share certificate under paragraph (a) hereof.
CALLS

15.

The Board may, from time to time, subject to the terms on which any shares may
have been issued and subject to the provisions of Section 91 of the Act, make such
calls as the Board thinks fit upon the members in respect of all moneys unpaid .on
the shares held by them respectively, and not by the conditions of allotment thereof
made payable at fixed times and each member shall pay the amount of every call so
made to him to the persons and at the times and places appointed by the Board. A
call may be made payable by installments and shall be deemed to have been made
when the resolution of the Board authorising such call was passed.

Restrictions on
power to make calls
and notice

16.

In case of more than one Call, no call shall be made payable within one month after
the last preceding call was payable. Not less than one month's notice of any call shall
be given specifying the time and place of payment and to whom such call shall be
paid.

When interest on
Call payable

17

(a)

If the sum payable in respecl or clJ1y cClIl ur installment be not paid on or before
the day appointed for payment thereof, the person from whom the sum is due
shall pay interest at the rate of 12 percent per annum from the day appointed

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for the payment thereof to the time of the actual payment or at such lower rate
(if any) as the Board may determine.
(b) The Board shall be at liberty to waive payment of any such interest either
wholly or in part.
18. If by the terms of issue of any share or otherwise any amount is made payable at
any fixed time or by installments at fixed times, whether on account of the amount
of the share or by way of premium, every such amount shall be payable as if it
were a call duly made by the Board and of which due notice had been given and
all the provisions herein contained in respect of calls shall relate to such amount or
installment accordingly.

Amount payable
at fixed times .
or payable by
installments as calls

19. On the trial or hearing of any action or suit brought by the Company against any
shareholder or his representatives to recover any debt or money claimed to be due
to the Company in respect of his share, it shall be sufficient to prove that the name
of the dependent is, or was, when the claim arose, on the Register as a holder, or
one of the holders of the number of shares in respect of which such claim is made,
and that the amount claimed is not entered as paid in the books of the Company and
it shall not be necessary to prove the apPointment of the Board who made any call,
nor that quorum was present at the board meeting, at which any call was made nor
that the meeting at which any call was made duly convened or constituted, nor any
other matter whatsoever, but the proof of the matters aforesaid shall be conclusive
evidence of the debt.

Evidence in actions
by company against
shareholders

20. The Board may, if it thinks fit, subject to the provision of the Act, agree to ~nd receive
from any member willing to advance the same, whole or any part of the money
due upon the shares held by him beyond the sums actually called for and upon
the amount so paid or satisfied in advance or so much thereof as from time to time
exceeds the amount of the call then made upon the shares in respect of which such
advance has been made, the company may pay interest at such rate, as the Board
of Directors may decide, provided that money paid in advance of calls shall not
confer a right to participate in profits or dividend. The Directors may at any time repay
the amount so advanced. The members shall not be entitled to any voting rights in
respect of the moneys so paid by them until the same would but for such payment,
become payable.

Payment of calls in
advance

21. A call may be revoked, extended or postponed at the discretion of the Board.

Revocation of call

FORFEITURE AND LIEN

22. If any member fails to pay any call or installment of a call or before the day appointed
for payment of the same, the Board may at any time thereafter during such time as
the call or installment remains unpaid, serve a notice on such member requiring
him to pay the same, together with any interest that may have accrued and all the

If call or installment
not paid, notice may
be given

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expenses that may have been incurred by the Company by reason of such non
payment.
Form of notice

23. The notice shall name a day (not being less than one month from the date of the
notice) and a place or places on and at which such call or installment and such
interest ~nd expenses as aforesaid are to be paid. The notice shall also state that
in the event of non-payment at or before the time, and at the place appointed, the
shares in respect of which such call was made or installment is payable will be liable
to be forfeited.

If notice not complied

with, shares may be
forfeited

24. If the requirements 'of any such notice as aforesaid are not compiled with, any share
in respect of which the notice has been given may, at any time thereafter, before the
payment required by the notice has been made, be forfeited, by a resolution of the
Board to that effect.

Notice after forfeiture

25. When any shares have been so forfeited, notice of the resolution shall be given to
the member in whose name it stood immediately prior to the forfeiture and entry of
the forfeiture, with the date thereof, shall forthwith be made in the Register, but no
forfeiture shall be in any manner invalidated by any omission or neglect to give such
notice or to make such entry as aforesaid.

Forfeited share to
become property of
the Company

26.

Any share so forfeited shall be deemed to be the property of the Company and the
Board may sell, re-allot, or otherwise dispose of the same in such manner as' it thinks
fit.

Power to annul
forfeiture

27.

The Board may, at any time before any share so forfeited shall have been sold, re
allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions
as it thinks fit.

Liability on forfeiture

28. A person whose share has been forfeited shall cease to be a member in respect
of the forfeited share, but shall not withstanding, remain liable to pay, and shall
forthwith pay to the Company, all calls, or installments, interest and expenses, owing
upon or in respect of such share, at the time of the forfeiture, together with interest
thereon, from time of forfeiture until payment, at 12 per cent per annum and the
Board may enforce the payment thereof, or any part thereof, without any deduction
or allowance for the value of the shares at the time of forfeit~re, but shall not be
under any obligation to do so.

Evidence of forfeiture

29. A duly verified declaration in writing that the declarant is a Director, Manager or
Secretary of the Company and that certain shares in the Company have been duly
forfeited on a date stated in the declaration shall be conclusive evidence of the facts
therein stated as against all persons claiming to be entitled to the shares and such
declaration and the receipt of the Company for the consideration, if any, given for the
shares on the sale or disposition thereof, shall constitute a good title to such shares;
and the person to whom any such share is sold.shall be registered as the holder of

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such share and shall not be bound to see to the application of the purchasE;! money,
nor shall his title to such share be affected by any irregularity or invalidity in the
proceedings in reference to such forfeiture, sale or disposition.

30. The provisions of Articles 22 to 29 hereof shall apply in the case of nonpayment of
any sum which, by the terms of issue of a share, becomes payable at a fixed time,
whether on account of the nominal value of a share or by way of premium, as if the
same had been payable by virtue of call duly made or notified.

31. The Company shall have a first and paramount lien on every share not being fully
paid up registered in the name of each member (whether solely or jointly with others),
and upon the proceeds of sales thereof for moneys called or payable at fixed time in
respect of such share whether the time for the payment thereof shall have actually
arrived or not and no equitable interest in any share shall be created except upon
the footing and condition that Article 12 hereof is to have full effect. Such lien shall
extend to all dividends from time to time declared in respect of such share. Unless
otherwise agreed, the registration of a transfer of a share sh~1I operate as a waiver
of the Company's lien, on such share ..

32. For the purpose of enforcing such lien, the Board may sell the share subject thereto
in such manner as it thinks fit, but no sale shall be made until such time for payment
as aforesaid shall have arrived and until notice in writing of the intention to sell shall
have been served on such member, his executor or administrator or his committee,
curator bonis or other legal representatives as the case may be and defa'ult shall
have been made by him or them in the payment of the moneys called or payable, at
a fixed time in respect of such share for one month after the date of such notice.

33. The net proceeds of the sale shall be received by the Company and applied towards
payment of such part of the amount in respect of which the lien exists as is presently
payable, and the residue, if any, shall (subject to a like lien for sums not presently
payable as existed upon the share before the sale) be paid to the person entitled to
the share at the date of the sale.

34. Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers
herein before given, the Board may appoint some person to execute an instrument
of transfer of the share sold and cause the purchaser's name to be entered in the
Register in respect of the share sold, and the purchaser shall not be bound to the
regularity of the proceedings, nor to the application of the purchase money, and after
his name has been entered in the Register in respect of such share the validity of the
sale shall not be impeached by any person, and the remedy of any person aggrieved
by the sale shall be in damages only and against the company exclusively.

35. Where any share under the powers in that behalf herein contained is sold by the
Board and the certificate in respect thereof has not been delivered to the Company
by the former holder of such share, the Board may issue a new certificate for such

Forfeiture provisions
to apply to non
payment in terms of
issue
Company's lien on
shares

As to enforcing lien
by sale

Application of
proceeds of sale

Validity of sales in
exercise of lien and
after forfeiture

Board may issue

new certificates

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share distinguishing it in such manner as it may think fit, from the certificate not so
delivered up.
TRANSFER AND TRANSMISSION
,E't': .

Execution of transfer
,etc.

36. Save as provided in Section 108 of the Act, no transfer of a share shall be registered
unless a proper instrument of transfer duly stamped and executed by or on behalf of
the transferor and by or on behalf of the transferee has been delivered to the Company
within the time prescribed by Section 108 of the Act together with the certificate or, if
no such certificate is in existence, the Letter of Allotment of the share. The transferor
shall be deemed to remain the holder of such share until the name of the transferee is
entered in the Register in respect thereof. Each signature to such transfer shall be duly
attested by the signature of one witness who shall add his address.

Applications by
transferor

37. Application for the registration of the transfer of a share may be made either by
the transferor or the transferee, provided that, where such application is made by
the transferor, no registration shall, in the case of a partly paid share, be effected
unless the Com~any gives notice of the application to the transferee in the manner
prescribed by Section 110 of the Act and, subject to the provisions of these Articles,
the Company shall, unless objection is made by the transferee within two weeks
from the date of the receipt of the notice, enter in the Register the name of the
transferee in the same manner and subject to same conditions as if the application
for registration of the transfer was made by the transferee.

Form of transfer

38. Every instrument of transfer of shares shall be in the prescribed form and in
accordance with Section 108 of the Act.

In what cases the

Board may refuse to
register transfer

39.

Subject to the provisions of Sections 111 and 111 A of the Act, or any statutory
modification thereof, for the time being in force, the Board may at its absolute
discretion and without assigning any reason, decline to register any transfer of
shares and in particular may-so decline in any case in which the Company has a lien
upon the shares desired to be transferred or any of them remain unpaid or unless the
transfer is approved by the Board and such refusal shall not be affected by the fact
that the proposed transferee is already a member.
Provided however, that the registration of a share shall not be refused on the grounds
of the transferor being either alone or jointly with any other person or persons
indebted to the Company on any account whatsoever.

Transfer to minor
etc.

40.

Only fully paid up shares shall be transferred to a minor and such transfer shall
be made through his guardian and.to a person of unsound mind, through his legal
representative.

Transfer to be left at
office, when to be
retained

41.

Every instrument of transfer shall be left at the office for registration, accompanied by
the certificate of the share to be transferred or, if no such certificate is in existence,
by the Letter of Allotment of the share and such other evidence as the Board may

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require to prove the title of the transferor or his right to transfer the share. Every
instrument of transfer which shall be registered shall be retained by the Company, but
any instrument of transfer which the Board may refuse to register shall be returned to
the person depositing the same.
42. If the board refuses whether in pursuance of Article 39 or otherwise to rfEjgister the
transfer of, or the transmission by operation of law or the right to any share, the
Company shall, within two months from the date on which the instrument of transfer
or the intimation of such transmission, as the case may be, was lodged with the
Company, send to the transferee and the transferor or the person giving intimation of
such transmission, as the case may be, notice of the refusal.

Notice of refusal to
register transfer

43. No fee shall be charged for registration of transfer, grant of probate, grant of letters
of administration, certificate of death or marriage, Power of Attorney or similar other
instruments.

No fee on registration
of transfer probate
etc.

44. The executor or administrator of a deceased member (not being one of several joint
holders) shall be the only person recognized by the Company as having any title to
the share registered in the name of such member and, in case of the death of any
one or more of the joint-holders of any registered shareholders, the survivor shall
be the only person recognized by the Company as having any title to or interest in
such share but nothing herein contained shall be taken to release the estate of a
deceased joint-holder from any liability on the share held by him jointly with any other
person. Before recognizing any executor or Administrator, the Board may require him
to obtain a grant of Probate or Letter of Administration or other legal representation,
as the case may be, from a competent Court in India and having effect in the town
where the office of the Company is situated; Provided nevertheless that in any case
where the Board in its absolute discretion thinks fit, it shall be lawful for the Board
to dispense with the production of Probate or Letter of Administration or such other
legal representation upon such terms as to indemnity or otherwise as the Board, in
its absolute discretion may consider adequate.

Transmission of
Registered shares

45. Any committee or guardian of a lunatic (which term shall include one who is an
idiot or non compos mentis) or any person becoming entitled to or to transfer a
share in consequence of the death or bankruptcy or of insolvency of any member
upon producing such evidence that he sustains the character in respect of which
he proposes to act under this Article or of his title as the Board thinks sufficient,
may with the consent of the Board (which the Board shall not be bound to give), be
registered as a member in respect of such share, or may, subject to the regulations
as to transfer hereinbefore contained, transfer such share. This Article is hereinafter
referred to as 'The Transmission Article".

As to transfer of
share of insane,
deceased, or
bankrupt members

If the person so becoming entitled under the Transmission Article shall elect
to be registered as holder of the share himself, he shall deliver or send to the
Company a notice in writing signed by him stating that he so elects.

Election under the

Transmission

46. (a)

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Rights of person
entitled to
share under the
Transmission Article

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(b)

If the person aforesaid shall elect to transfer the share, he shall testify his
election by executing an instrument of transfer of the share.

(c)

All the limitations, restrictions and provisions of these Articles relating to the.
right to transfer and the registration of instruments of transfer of a share shall
be applicable to any such notice or transfer as aforesaid as if the death, lunacy,
bankruptcy or insolvency of the member had not occurred and the notice of
transfer were a transfer signed by that member.

(d)

A person so becoming entitled under the Transmission Article (Article 45) to a

share by reason of the death, lunacy, bankruptcy or insolvency of the holders
shall, subject to the provisions of Articie 79 and Section 206 of the Act, be
entitled to the same dividends and other advantages as he would be entitled to
if he were the registered holder of the share except that no such person (other
than a person becoming entitled under the Transmission Article to the share of
a lunatic) shall before being registered as a member in respect of the share,
be entitled to exercise in respect thereof any right conferred by membership in
relation to meetings of the company.
Provided that the Board may at any time give notice requiring any such person
to elect either to be registered himself or to transfer the share, and if the notice
is not complied with within ninety days, the Board may thereafter withhold
payment of all dividends, bonuses or other moneys payable in respect of the
share, until the requirements of the notice have been complied with.

Nomination

47.

(a)

Every Shareholder, Debenture holder or Depositor of the Company may at

any time nominate, in the prescribed manner under Section 109A of the Act,
a person to whom his Shares, Debentures or Deposits of the Company shall
vest in the event of his death.

(b)

Where the Shares, Debentures or Deposits of the Company are held by

more then one person jointly, the joint holders may together nominate, in the
prescribed manner under Section 109A of the Act, a person to whom all the
rights in the Shares, Debentures or Deposits of the Company shall vest in the
event of death of all the joint holders.

(c)

Notwithstanding anything contained in any other law for the time being in force
or in any disposition, whether testamentary or otherwise, in respect of such
Shares, Debentures or Deposits of the Company, where a nomination made
in the prescribed manner under Section 109A of the Act, purports to confer
on any person the right to vest the Shares, Debentures or Deposits of the
Company, the nominee shall, on the death of the Shareholder, Debenture
holder or Depositor of the Company or, as the case may be, on the death of
the joint holders, become entitled to all the rights in the Shares, Debentures or
Deposits of the Company in relation to such Shares, Debentures or Deposits

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59. The Board may raise or secure the repayment of such sum or sums in such manner
and upon such terms and conditions as they think fit. and, in particular, by the issue
of bonds, perpetual or redeemable debentures or any mortgage or other security
or the undertaking of the whole or any part of the property of the Company (both
present and future). including its uncalled capital for the time being. Provided that
debentures with the rights to allotment of or conversion into shares shall not be
issued except with the sanction of the Company in general meeting and subject to
the provisions of the Act.

Conditions on which
money can be
borrowed

60. Any debentures. bonds or other securities may be issued at a discount, premium
or otherwise and with any special privileges as to redemption, surrender, drawings,
allotment of shares, appointment of Director and otherwise. Debentures, bonds
and other securities may be made assignable free from any equities between the
Company and the person to whom the same may be issued.

Issue at discount
etc. or with special
privileges

61. Save as provided in Section 108 of. the Act, no transfer of debentures shall be
registered unless a proper instrument of transfer duly stamped and executed by the
transferee has been delivered to the company together with the certificates of the
debenture.

Instrument of
transfer

62. Subject to the provisions of section 111A of the Act, if the Board refuses to register
the transfers, the Company shall, within two months from the date on which the
instrument of transfer was lodged with the Company, send notice of the refusal to the
transferee and the transferor, giving reason for such refusal.

Notice of refusal to
register transfer

GENERAL MEETINGS

63. The Company shall in each year hold in addition to any other meetings a general
meetings as it's Annual General Meeting. Every Annual General Meeting shall be
held within such intervals as are specified in Section 166(1) of the Act and, subject
to the provisions of Section 166(2) of the Act, at such time and place as may be
determined by the Board.

When Annual
General Meetings to
be held

64. The Board may, whenever it thinks fit, call an Extra-Ordinary General Meeting, and
it shall do so upon a requisition in writing by any Member or Members holding in
aggregate not less than one-tenth of such of the paid up capital of the Company as
at the date carries the right of voting in regard to the matters to be considered at the
meeting, forthwith proceed to call any Extraordinary General Meeting, and in the
case of such requisition, the following provisions shall apply:

When other General

Meetings to be
called

(a)

The requisition shall state the matters for the consideration of which the
meeting is to be called, shall be signed by the requisitionists and shall be
deposited at the Office. The requisition may consist of several documents in
like form each signed by one or more requisitionists.

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(b)

Where two or more distinct matters are specified in requisition. the requisition
shall be valid only in respect of those matters in regard to which the requisition
has been signed by the member or members hereinbefore specified.

(c)

If the Board does not. within twenty-one days from the date of deposit of a
valid requisition in regard to any matters. proceed duly to call a meeting for the
consideration of these matters on a day not later than forty-five days from the
date of deposit, the requisitionsts or such of them as are enabled so to do by
virtue of Section 169 (6) (b) of the Act may themselves call the meeting but any
meeting so called shall not be commenced after three months from the date of
deposit.

(d) Any meeting called under this Article by the requisitionists shall be called in the
same manner. as nearly as possible, as that in which meetings are to be called
by the Board but shall be held at the Office.

Circulation
of Member's
resolutions
Notice of meeting

(e)

Where two or more persons hold any share jointly, a requisition or notice
calling a meeting signed by one or some only of them shall, for the purposes
of this Article, have the same force and effect as if it had been signed by all of
them.

(f)

Any reasonable expenses incurred by the requisitionists by reason of the

failure of the Board duly to call a meeting shall be repaid to the requisitionists
by the company and any sum so repaid shall be retained by the Company out
of any sums due or to become due from the Company by way of fees or other
remuneration for their services to such of the Directors as are in default.

65.

The Company shall comply with the provisions of Section 188 of the Act as to giving
notice of resolutions and circulating statements on the requisition of members.

66.

(a)

Save as provided in SUb-section (2) of section 171 of the Act, not less than
twenty-one days notice shall be given of every general meeting of the Company.
Every notice of a meeting shall specify the place and the day and hour of the
meeting and shall contain a statement of business to be transacted thereat.
Where any such business consists of "Special business" as hereinafter defined,
there shall be annexed to the notice a statement complying with Section 173
(2) and (3) of the Act.

(b) . Notice of every meeting of the Company shall be given to every member of the
Company, to the Auditors of the Company and to any person entitled to a share
in consequence of death or insolvency of a member in any manner herein-after
authorised for the giving of notices to such persons. Provided that where the
notice of a general meeting is given by advertising the same in a newspaper
circulating in the neighborhood of the Office under subsection (3) of Section 53
of the Act, the statement of material facts referred to in Section 173 (2) of the

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Act need not be annexed to the notice as required by that Section but it shall
be mentioned in the advertisement that the statement has been forwarded to
the members of the Company.
(c)

The accidental omlssion to give any such notice to or its non-receipt by any

member or other person to whom it should be given shall not invalidate the

proceedings of the meeting.

PROCEEDINGS AT GENERAL MEETING

67. The ordinary business of an Annual General Meeting shall be to receive and consider
the Profit & Loss Account, the Balance Sheet and the Reports of the Directors and
of Auditors, to elect Directors in the place of those retiring by rotation, to appoint
Auditors, and fix their remuneration and to declare dividends. All other business
transacted at Annual General Meeting and all business transacted at any other
general meeting shall be deemed special business.

Business(es) to
be transacted at
meetings

68. No business shall be transacted at any general meeting unless a quorum of five

Quorum at General
Meeting

members present in person at the time when the meeting proceeds to business.
A body corporate being a Member shall be deemed to be personally present if it is
represented in accordance with Section 187 of the Act.

69. Any act or resolution which under 'the provisions of these Articles or of the Act, is

Resolution to be
permitted or required to be done or passed by the Company in general meeting shall
passed by Company
in general meeting
be sufficiently so done or passed if effected by an Ordinary Resolution as defined in
Section 189 (1) of the Act unless either the Act or these Articles specifically require .
such act to be done or resolution passed by a Special Resolution as defined in
Section 189(2) of the Act.

70. The Chairman of the Board, if any, shall be entitled to take the chair at every general
meeting. If there be no such Chairman of the Board, or if at any meeting he shall not
be present within fifteen minutes after the time appointed for holding such meeting,
or is unwilling to act, then the members present shall choose another Director as
Chairman, and if no Director be present, or if all the Directors present decline to take
the chair, then the members present shall, on a show of hands or on a poll if properly
demanded, elect any of member, being entitled to vote, to be chairman
71. If within half-an-hour from the time appointed for the meeting, a quorum be not
present, the meeting, if convened upon the requisition of members, shall stand
dissolved, but in any other case the meeting shall stand 'adjourned to the same day
in the next week, at the same time and place, or to such other day and at such time
and place as the Board may by notice appoint and if at such adjourned meeting a
quorum be not present, those members who are present and not being less than
two, shall be a quorum and may transact the business for which the meeting was
called.

17

Chairman of General
Meeting

If quorum not
present - meeting
to be dissolved or
adjourned

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How questions to be
decided at meetings

72.

Every question submitted to a meeting shall be decided,in the first instance by a

show of hands, and in case of an equality of votes, both on a show of hands and on
a poll, the Chairman of the meeting shall have a casting vote in addition to the vote
to which he may be entitled as a member.

What is the evidence

of the passing of a
resolution where Poll
is demanded

73....At any general meeting, unless a poll is (before or on the declaration of the result of
the show of hands) demanded by the Chairman of his own motion, or by at least five
members having the right to vote on the resolution in question and present in person
or by proxy and having not less than one tenth of the total voting power in respect of
such resolution, or by any member or members present in person or by proxy and
holding shares in the Company conferring a right to vote on .such refiolution, heing
shares on which an aggregate sum has been paid up which is not less than one tenth
.of the t0tal sum paid up on all the shares conferring that right or shares on which
an aggregate sum of not less than Rs. 50,000 has been paid up, a declaration by
the Chairman that the resolution has or has not been carried, either unanimously,
or by a particular majority, and an entry to that effect in the book containing the
minutes of the proceedings of the Company shall be conclusive evidence of the fact,
without proof of the number or proportion of the votes cast in favour of, or against the
resolution.

Poll

74.

(a)

If a poll be demanded as aforesaid, it shall be taken forthwith on a question of

adjournment or election of a Chairman and in any other case in such manner
and at such time, not being later than forty eight hours from the time when the
demand was made, and at such place as the Chairman of the meeting directs,
and subject as aforesaid, either at once or after an interval or adjournment or
otherwise, and the result of the poll shall be deemed to be the decision of the
meeting on the resolution on which the poll was demanded.

(b)

The demand for a poll may be withdrawn at any time by the person or persons
who made the demand.

(c)

Where a poll is to be taken, the Chairman of the meeting shall appoint two
scrutineers, at least one of whom shall be a member (not being an officer or
employee of the Company) present at the meeting, provided such a member
is available and willing to be appointed, to scrutinize the votes given on the poll
and to report to him thereon.

(d)

On a poll, a member entitled to more than one vote, or his proxy or other
person, entitled to vote for him as the case may be, need not, if he votes, use
all his votes, or cast in the same way all the votes he uses .

. (e)

The demand for a poll shall not prevent the continuance of a meeting for the
transaction of any business other than the question on which the poll has been
demanded.

18

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75. (a)

l>'"

The Chairman of a general meeting may with the consent of any meeting at
which a quorum is present and shall, if so directed by the meeting, adjourn
the same from time to time and from place to place, but no business shall be
transacted at any adjourned meeting other than the business left unfinished at
the meeting from which the adjournment took place.

(b) When a meeting is adjourned for 30 days or more, notice of the adjourned
meeting shall be given in the same manner as in the case of an original meeting
but otherwise, it shall not be necessary to give any notice of an adjournment or
of the business to be transacted at an adjourned meeting.
VOTE OF MEMBERS

76. (a)

Save as hereinafter provided, on a show of hands, every member present in

person and being a holder of Equity Shares shall have one vote and every
person present either as a General Proxy (as defined in Article 81) on behalf
of a holder of Equity Shares, If he is not entitled to vote in his own right or, as
a duly authorised representative of a body corporate, being a holder of Equity
Shares, shall have one vote.

(b)

Save as hereinafter provided, on a poll the voting rights of a holder of Equity

Share shall be as specified in Section 87 of the Act.

(c)

The holders of Preference Shares shall not be entitled to vote at general

meetings of the Company except;
(i)

on any resolution placed before the Company at a general meeting at

the date on which the dividend due or any part thereof remains unpaid in
respect of an aggregate period of not less that two years preceding the
date of commencement of such meeting whether or not such dividend
has been declared by the Company, or

(ii)

on any resolution placed before the Company at a general meeting

which directly affects the rights attached to the Preference Shares and
for this purpose any resolution for the winding up of the Company or for
the repayment or deduction of its share capital shall be deemed to affect
the rights attached to such shares.

Where the holder of any Preference Shares has right to vote on any resolution
in accordance with the provisions of this Article, his voting right on a poll
as such holder shall, subject to any Statutory provisions for the time being
applicable, be in the same proportion as the capital paid up on the Preference
Shares bears to the total paid up Equity Share Capital of the Company for the
time being as defined in Section 87 (2) of the Act.

19

Power to adjourn
general meetings

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Procedure where
a company or the
President of India
or the Governor of a
State is a member of
the Company.

77.

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(d)

No Company or body corporate shall vote by proxy unless a resolution of its

board of directors under the provisions of Section 187 of the Act is in force and
the representative named in such resolution is present at the general meeting
at which the vote by proxy is tendered.

(a)

Where a Company or a body corporate (hereinafter called "member company")

is a member of the Company, a person, duly appointed by resolution in
accordance with the provisions of Section 187 of the Act to represent such
member company at a meeting ,or the Co l11 pany, shall not, by reason of such
appointment, be deemed to be a proxy, and the lodging with the Company
at the office or production at the meeting of a copy of such resolution duly
signed by one Director of such member company and certified by him or them
as being a true copy of the resolution shall be accepted by the Company as
sufficient evidence of the validity of his appointment. Such a person shall be
entitled to exercise the same rights and powers, including the right to vote by
proxy on behalf of the member company which he represents, as the member
company could exercise if it were an individual member.

(b)

Where the President of India or the Governor of a State is a member of the

Company, the President or, as the case may be, the Governor may appoint
such person as he thinks fit to act as his representative at any meeting of the
Company or at any meeting of any class of members of the Company and
such a person shall be de'emed to be a member of the Company and shall be
entitled to exercise the same rights and powers, including the rights to vote by
proxy, as the President or, as the case may be the Governor could exercise as
a member of the Company.

How members non

compos mentis and
minors may vote

78.

If any member be a lunatic, idiot or non-compos mentis, he may vote whether on a

show of hands or at a poll by his committee, curator bonis or other curator and such
last mentioned persons may 'give their votes by proxy provided that forty eight hours
at least before the time of holding the meeting or adjourned meeting as the case
may be, at which any such person proposes to vote, he shall satisfy the Board of his
right under the Transmission Article to the shares in respect of which he proposes to
exercise his right under this Article, unless the Board shall have previously admitted
his right to vote at such meeting in respect thereof.

Vote for joint holders

79.

Where there are joint-holders of any share, any of such persons may vote at any
meeting either personally or by proxy in respect of such share as if he were solely
entitled thereto; and if more than one Qf such joint-holders be present at any meeting
either personally or by proxy, that one of the said persons so present whose name
stands first on the register in respect of such share alone shall be entitled to vote
thereof. Several executors or administrators of the deceased member in whose
name any share is registered shall for the purposes of this Article be deemed joint
. holders thereof.

20

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80. On a pol! votes may be given either personally or by proxy. or. in the case of a body
corporate. by a representative duly authorised as aforesaid.

Proxies Permitted

81. (a)

Proxy may be
general or special

(b)

The instrument appointing a proxy shall be in writing under the hand of the
appointor or of his Attorney duly authorised in writing or if such apPointor is a
body corporate be under its common seal or the hand of its officer or Attorney
duly authorised. A proxy who is appointed for a specified meeting only shall be
called a 9pecial Proxy. Any other Proxy shall be called a General Proxy.
A person may be appointed a proxy though he is nota member of the Company
and every notice convening a meeting of the Company shall state this and that
member entitled to attend and vote at the meeting is entitled to appoint a proxy
to attend and vote on his behalf.

82. The instrument appointing a proxy and the Power of Attorney or other authority (if
any) under which it is signed. or a notarially certified copy of that power or authority
shall be deposited at the Office not less than forty eight hours befo~e the time for
holding the meeting at which the person named in the instruments purports to vote in
respect thereof and in default the instrument of proxy shall not be treated as valid.

83. A vote given in accordance with the terms of an instrument appointing a proxy shall
be valid notwithstanding the previous death or insanity of the principal. or revocati
on of the instrument. or transfer of the share in respect of which the vote is given.
provided no intimation in writing of the death, insanity revocation or transfer of
the share shall have been received by the Company at the office before the vote
given; Provided nevertheless that the Chairman of any meeting shall be entitled to
require such evidence as he may in his discretion think fit of the due execution or an
instrument of proxy and that same has not been revoked.

84. Every instrument appointing a Special Proxy shall be retained by the Company and
shall, as nearly as circumstances will admit, be in the form or to the effect following:
JUBILANT INDUSTRIES LIMITED
I!We
being a member of JUBILANT INDUSTRIES LIMITED, hereby
~~~

of

cl
(or failing him
of
or failing him
of
as my/our proxy to attend the vote for me/us and on my/our behalf at the Annual or
Extraordinary (as the case may be ) General Meeting of the Company to be held on
_ _ _ _ the day of
at any adjournment thereof. As witness my/our
hands this
signed by the said.
Provided always that an instrument appointing a Special Proxy may be in any of the
forms set out in Schedule IX to the Act.

21

Instrument
appointing a proxy
to be deposited at
Office

When vote by
proxy valid though
authority revoked

Form of instrument
appointing a Special
Proxy

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Restrictions on
voting

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85. No member shall be entitled to exercise any voting rights either personally or by
proxy at any meeting of the Company in respect of any shares registered in his name
on which any calls or other sums presently payable by him have not been p aid or
with regard to which the Company has exercised any right of lien.
86. (a)

Any objection as to admission or rejection of a vote, either on a show of hands

or, on a poll made in due time, shall be referred to the Chairman who shall
. forthwith determine the same, and such determination made in good faith shall
be final and conclusive .

. (b) No objection shall be raised to the qualification of any voter except at the
meeting or adjourned meeting at which the vote objected to is given or tendered
or every vote not disallowed at such meeting shall be valid for all purpose.
DIRECTORS

Number of Directors

87. Subject to the provisions of section 252 read with 259 of the Act, the number of
Directors of the Company shall not be less than three and not more than twelve
including nominees of the Lending Institutions.

Power of Board to
add to 'its number

88. Subject to the provisions of Article 91 and section 260 and other applicable provisions,
if any, of the Act, the Board shall have power at any time, and from time to time,
to appoint a person as an Additional Director. The Additional Directors shall hold
office only upto the date of the next Annual General Meeting but shall be eligible for
election by the Company at that meeting as a Director

Share qualification

89. Unless otherwise determined by the Company in General Meeting, a Director shall
not be required to hold any share as qualification share in the capital of the Company.

Nomination of
Director by Financial
institutions and
debenture holders

90. (a)

So long as any moneys are payable by any Financial Institution within the
meaning of Section 4A of the Companies Act, 1956, (hereinafter referred to as
"The Financial Institution") in respect of any loan or loans advanced by them
or so long as any moneys are payable by the Company or Debentures issued
by it, or so long as the financial institution(s) hold any shares in the Company
pursuant to any underwriting agreement or asa result of any conversion of
the loan into Equity Shares, or any other .agreement or arrangement, and if
it is so agreed to between the Company and the financial institution (s) or
Debenture-holders, as the case may be, then such financial institution (s) or
Debentureholders shall be entitled to appoint one or more Directors on the
board of the Company as may be agreed upon, between the company and
the financial institution(s) or Debenture-holder(s), and to remove and replace
such Directors. Such Directors shall not be liable to retire by rotation and the
Company shall pay to such Directors normal fees and expenses to which any
other Director is entitled.

22

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(b)

If the aggregate of the Directors appointed under clause (1) of this Article and
the Managing Director and whole-time Director appointed under Article 123 &
Article 126 respectively exceeds one-third of the total number of Directors for
the time being of the Company, then in determining the directors appointed
under clause (1) of this Article and the l\(Ianaging Director and the whole-time
Director appointed under Article 123 &126 respectively who shall not be liable
to retire by rotation, the Directors appointed under clause (1) of this Article
shall haVe preference over the Managing Directors & the.Whole-time Directors
apPointed under Article 123 & 126 respectively.

(c)

If, however, the number of Directors appointed under clause (a) of this article
exceeds one-third of the total number of Directors for the time being of the
Company then such of the aforesaid Directors appointed under clause (a) shall
not be liable to retire by rotation as may have been determined by an agreement
between the Company and the financial institution or debentureholders, as the
case may be.

>

91. (a)

(b)

The fees payable to Director for attending a Meeting of the Board or of a

Committee thereof shall be decided by the Board of Directors from time to time
within the maximum limits prescribed by the Act or approved by the Central
Government or if not so prescribed, in such manner as the Directors may
decide from time to time in conformity with the provisions of law.

Directors' fees,
remuneration and
expenses

If any Director, willing, shall be called upon to perform extra service or to make
any special exertion in going or residing away from his place of business
for any of the purposes of the Company or in giving special attention to the
business of the Company or as a member of a Committee of the Board then
subject to Sections 198, 309, 310 and 314 or any other provisions of the Act,
the Board may remunerate the Director so doing either by a fixed sum or by
a percentage of profits or otherwise and such remuneration may be either in
addition to or in substitution for any other remuneration to which he may be
entitled.

Remuneration for
extra services

92. The continuing Directors may act notwithstanding any vacancy in the Board; but, if
and so long as their number is reduced below the quorum as required to convene a
meeting of the Board as per the provisions of section 287 of the Act, the continuing
directors or director may act for the purpose of increasing the number of directors as
required for the quorum, or of summoning a general meeting of the company, but for
no other purpose.
93. (a)

(i)

The office of a Director shall ipso facto become vacant if:he fails to obtain within the time specified in sub-section (1) of Section 270 of
the Act or at any time thereafter ceased to hold, the share qualification, if any,
necessary for his appointment; or

23

Board may act

notwithstanding
vacancy

Vacation of office of
the Directors

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(ii)

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he is found to be unsound mind by a Court of competent jurisdiction and the

finding is in force; or

(iii) he applied to be adjudicated an insolvent; or

(iv) he is adjudged an insolvent; or
(v)

he is convicted by a Court of any offence involving moral turpitude and is

sentenced in respect thereof to imprisonment for not less than six months; or

(vi) he fails to pay any call in respect of shares of the Company held by him,
whether alone or jointly with others, within six months from the last date fixed
for the payment of the call unless the Central Government has, by notification
in the Official Gazette, removed the disqualification incurred by such failure; or
(vii) he absents himself from three consecutive meetings of the Board or from all
meetings of the Board for a continuous period of three months, whichever is
the longer without obtaining leave of absence from the Board; or
(viii) he (whether by himself or by any person for his benefit or on his account),
or any firm in which he is a partner, or any private company of wh'ich he is
a Director, accept a loan, or any guarantee or security for a loan, from the
Company in contravention of Section 295 of the Act; or
(ix) he acts in contravention of Section 299 of the Act; or
(x)

he becomes disqualified by an order of Court under Section 203 of the Act; or

(xi) he be removed from office in pursuance of Section 284 of the Act; or

(xli) having appointed a Director by virtue of his holding any office or other
employment in the Company he ceases to hold such office or other employment
in the Company; or
(xiii) by notice in writing to the Company he resigns his office; or
(xiv) any office or place of profit under the Company or under any subsidiary of the
Company is held contravention of Section 314 of the Act and by operation of
that section he is deemed to vacate office.
(b)

Notwithstanding any matter or thing in sub-clause (iv), (v) and (x) of clause (a),
the disqualification referred to those sub-clause shall not take effect:

(i)

for thirty days from the date of adjudication sentence or order; or

24

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where an appeal or petition is preferred within the thirty days aforesaid against
the adjudication, sentence or conviction resulting in the sentence, or order
until the expiry of seven days from the date on which such appeal or petition is
disposed of; or

(iii) where within the seven days aforesaid, any further appeal or petition is
preferred in respect of the adjudication, sentence, conviction or order, and the
appeal or petition, if allowed, would result in the removal of the disqualification,
until such further appeal or petition is disposed of.
94. Any Director or any other person as referred to in Section 314 ofthe Act may hold any
office or place of profit under the Company or under any subsidiary of the Company
in accordance with the proviSions of Section 314 of the Act.

Office of Profit

95. A Director of the Company may be or become a Director of any other company
promoted by the Company or the Company may hold shares in the name of Director
subject to the provisions of the Act and no such Director shall be entitled for any
benefits received as a Director or as a member in respect of shares held in the name
of the Director.

When a Director
of this company
appointed director
of Company in
which the Company
is interested either
as a member or
otherwise

96. Subject to the provisions of Section 297 of the Act, neither a Director shall be
disqualified from contracting with the Company either as vendor, purchaser or
otherwise for goods, materials or services or for underwriting the subscription of any
shares in or debentures of the Company nor shall any such contact arrangement
entered into by or on behalf of the Company with a relative of such Director, or a
firm in which such Director or his relative is as partner or with any other partner in
such firm or with a private company of which such Director is a member or director;
be void nor shall any Director so contracting or being such member or so interested
be liable to account to the Company for any profit realised by any such contract or
arrangement by reason of such Director holding office or of the fiduciary relation
thereby established.

Condition under
which directors
may contract with
Company

97. Every Director who is any way, whether directly or indirectly, concerned or interested
in a contract or arrangement, entered into or to be entered into, by or on behalf of
the Company not being a contract or arrangement entered between the Company
and any other company where any of the Directors of the Company or two or more
of them together holds or hold not more than two per cent of the paid up share
capital in the other Company shall disclose the nature of his concern or interest
at a meeting of the Board as required by Section 299 of the Act. A general notice,
renewable in the. last month of each financial year of the Company, that a Director
is a director or a member of any specified body corporate or is a member of any
specified firm and is to be regarded as concerned or interested in any subsequent

Disclosure of
Directors'interest

25

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. contract or arrangement with that body corporate or firm shall be sufficient disclosure
of concern or interest in relation to any contract or arrangement so made, and after
such general notice, it shall not be necessary to give special notice relating to any
particular contract or arrangement with such body corporate or firm.
~~::.

Discussion and
voting by director
interested

98.

No Director shall as a Director, take any part in the discussion or vote on any contract
or arrangement in which he is any way, whether directly or indirectly concerned
or interested, nor shall his presence count for the purpose of forming a quorum
at the time of such discussion' or vote. This prohibition shall not apply to (a) any
contract in indemnity against any loss which the Directors or anyone of them may
suffer by reason of becoming or being sureties for a surety for the Company; or (b)
any contract OF arrangement entered into or to be entered into by the Company
with a public company, or with a private company which is a subsidiary of a public
company, in which the interest of the Director consists solely in his being a director
in such company and the holder of shares not exceeding in number or value the
amount requisite to qualify him for appointment as a Director'thereof, he having been
!'lominated as such director by the Company or in his being a member of the Company
holding not more than two per cent of the paid share capital of the Company.
ROTATION OF DIRECTORS

Proportion to retire
by rotation

99.

Rotation and
retirement of
Directors

100. At each Annual General Meeting of the Company, one-third of such of the Directors
for the time being as are liable to retire by rotation, or if their number is not three or
a multiple of three, then the number nearest to one third, shall retire from office.

Which Directors to
retire

101. The Directors to retire by rotation at every Annual General Meeting shall be those
who have been longest in office since their last appointment, but as between persons
who become directors on the same day, those who are to retire shall, in default of
and subject to any agreement among themselves, be determined by lot.

AppOintment of
Directors to be voted
on individually
Meeting tofiII up
vacancies

102. Save as permitted by Section 263 of the Act, every resolution of a general meeting
for the appointment of a Director shall relate to one named individual only.

Not less than two-thirds of the total number of Directors shall be persons whose
period of office is liable to determine by retirement of Directors by rotation and save
as otherwise expressly provided in the Act and these Articles, be appointed by the
Company in General Meeting.

103. The Company at the Annual General Meeting at which a Director retires by rotation
in manner aforesaid may fill up the vacated office by appointing the retiring Director
or some other person thereto. If the place of the retiring director is not so filled up
and the meeting has not expressly resolved not to fill the vacancy, the meeting shall
stand adjourned till the same day in the next week, at the same time and place or if
that day is a public holiday, till the next succeeding day which is not public holiday,
at the same time and placo, and if at the adjourned meeting also, the place of the

26

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retiringWDirector is not filled up and that meeting also has not expressly resolved not
to fill the vacancy, the retiring Director shall be deemed to have been re-appointed at
the adjourned meeting unless:
(a)

at the meeting or at the previous meeting, a resolution for the reappointment

of such Director has been put to the vote and lost; or

(b) the retiring Director has by notice in writing addressed to the Company or the
Board expressed his unwillingness to be re-appointed; or
(c)

he is qualified or is disqualified for appointment; or'

(d)

a resolution, whether special or ordinary, is required for his appointment or re

apPointment in virtue of the provisions of the Act;

(e)

the proviso to sub-section (2) of Section 263 ofthe Act is applicable to the case.

104. The Company in general meeting may from time to time increase or reduce the
number of Directors within the limits fixed by ArtiCle 88.

105. The Company may, subject to the provisions of Section 284 of the Act, by ordinary
resolution of which Special Notice has been given, remove any Director before the
expiration of his period of office and may by ordinary resolution of which Special
Notice has been given, appoint another person in his stead, if the Director so
removed was appointed by the Company in general meeting or by the Board under
Article 108. The person so appointed shall hold office until the date up to which his
predecessor would have held office if he had not been so removed. If the vacancy
created by the removal of a Director under the provisions of this Article is not so filled
by the meeting at which he is removed, the Board may at any time thereafter fill such
vacancy under the provisions of Article 108.

Company in general
meeting to increase
or reduce number of
Directors
Power to remove
Director by ordinary
resolution on Special
Notice

106. If any Director appointed by the Company in general meeting vacates office as a
Director before his term of office will expire in the normal course, the resulting casual
vacancy may be filled up by the Board at a meeting of the Board, but any person
so appointed shall retain his office so long only as the vacating Director would have
retained the same if no vacancy had occurred. Provided the Board may not fill such
a vacancy by appointing thereto any person who has been removed from the office
of Director under Article 105.

Board may fill up

casual vacancies

107. No person not being a retiring Director shall be eligible for appointment to the Office
of Director at any general meeting unless he or some member intending to propose
him has, not less than fourteen days before the meeting, left at the office a notice
in writing under his hand signifying his candidature for the office of Director or the
intention of suqh member to propose him as a candidate for that office as the case

When the Company

and candidate for
Office of Director
must give notice

27

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may be along with a deposit of five hundred rupees which shall be refunded to such
person or, as the case may be, to such member, if the person succeeds in getting
elected as a director. The company shall inform its members of the candidature of a
person for the office of Director or the intention of a member to propose such person
as a candidate for that office, by serving individual notices on the members not less
than seven days before the general meeting; Provided that it shall not be necessary
for the Company to serve the individual notice upon the members as aforesaid if the
Company advertises such candidature or intention not less than seven days before
the general meeting in at least two newspapers circulating in the place where the
office is located, of which one is published in the English language and the other in
the regional language of that plac:e.
ALTERNATE DIRECTOR

Power to appoint
Alternate Director

108. The Board may appoint a person to act as alternate Director for a Director during the
latter's absence for a period of not less than three months from the State in which
meetings of the Board are ordinarily held and such appointment shall have effect
and such appointee, whilst he holds office as an alternate Director shall be entitled
to notice of meetings of the Board and to attend and vote thereat accordingly; but he
shall not require to hold any qualification shares and shail ipso facto vacate office if
and when the original Director returns to the State in which meetings of the Boa&;d
are ordinarily held or the original Director vacates office as a Director. Further, if the
term of office of the original director is determined before he so returns to the State
aforesaid, any provision for the automatic re-appointment of retiring directors shall
apply to the original, and not to the alternate director.
PROCEEDINGS OF DIRECTORS

Meeting of Directors

109. The Board shall meet together at least once in every three calendar months for the
despatch of business and may adjourn and otherwise regulates its meetings and
proceedings as it thinks fit; provided that at least four such meetings shall be held in
every calendar year. Notice in writing of every meeting of the Board shall be given to
every Director for the time being in India, and at his usual address in India to every
other Director.

Director may
summon meeting

110. A Director may, at any time, and the manager or Secretary shall, upon the request of
a Director made at any time, convene a meeting of the Board.

Chairman

111. The Board shall appoint a Chairman of its meeting and determine the period for
which he is to hold the office, If no such Chairman is appointed or if at any meeting of
the Board the Chairman be not present within five minutes after the time appOinted
for holding the same, the Directors present shall choose some one of their member
to be Chairman of such meeting.

Quorum

112. The quorum for a meeting of the Board shall be determined from time to time in
accordance with the provisions of Section 287 of the Act. If a quorum shall not be
present within fifteen minutes from the time appointed for holding a meeting of the

28

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Board, it shall be adjourned to such date and time as the Chairman of the Board may
determine.
113. A meeting of the Board at which a quorum is present shall be competent to exercise
all or any of the authorities, p'owers and discretions by or under these Articles or the
Act for the time being vested in or exercisable by the Board generally.

Power of Board

114. Subject to the provisions of the Act, questions arising at any meeting shall be decided
by a majority of votes, each director having one vote and in case of any equality of
votes, the Chairman shall have a second or casting vote.

How questions to be
decided

115. The Board may, subject to the provisions of Section 292 of the Act, from time to time
and at any time, delegate any of its power to a Committee consisting of such Director
or directors as it thinks fit, and may, from time to time, revoke such delegation.

. Power to appoint
Committees and to
delegate

Any Committee so formed shall, in the exercise of the power so delegated, confirm
to any regulations that may from time to time be imposed upon it by the Board.
116. The meetings and proceedings of any such Committee consisting of two or more
members shall be governed by the provisions herein contained for regulating the
meetings and proceedings of the Board so far as the same are applicable thereto,
and are not superseded by any regulations made by the Board under last preceding
Articles.

Proceedings of

Committee

117. Acts done by a person as a Director shall be valid notwithstanding that it may
afterwards be discovered that his appointment was invalid by reason of any defect or
disqualification or had terminated by virtue of any provisions contained in the Act or
in these Articles. Provided that nothing in this Article shall be deemed to give validity
to acts done by a Director after his appointment has been shown to the Company to
be invalid or to have terminated.

When acts of
a Director valid
not withstanding
defective
appointment, etc.

118. Unless otherwise provided under the provisions of the Act that a resolution is requ ired
to be passed at a meeting of the Board, a resolution shall be as valid and effectual
as if it had been passed at a meeting of the Board or Committee of the Board, as
the case may be, duly called and constituted if a draft thereof in writing is circulated,
together with the necessary papers, if any, to all Directors or to all the members
of the Committee of the Board, as the case may be, then in India (not being less
in number than the quorum fixed for a meeting of the Board or Committee, as the
case may be) and to all other Directors or members of the Committee, at their usual
address in India, and has been approved by such of them as are then in India or by
a majority of such of them as are entitled to vote on the resolution.

Resolution without

Board meeting

except in certain

cases

MINUTES

119. (a)

The Board shall, in accordance with the provisions of Section 193 of the Act,
cause minutes of all proceedings of every general meeting and of all proceedings

29

Minutes to be made

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of every meeting of its Board of directors or of every committee of the Board,

to be kept by making within thirty days of the conclusion of every general
meeting and of every meeting of the Board or every committee of the Board,
entries thereof in books provided for the purpose with their pages consecutively
numbered, each page of every such book being initialed or signed and the last
page of the record of proceedings of each meeting in such books being dated
and signed, in the case of minutes of proceedings of a meeting of the Board or of
a Committee thereof by the Chairman of the said meeting or the Chairman of the
next succeeding meeting, and, in case of minutes of proceedings of a general
meeting, by the Chairman of the same meeting within the aforesaid period of
thirty days or, in the event of the death or inability of that Chairman within that
period, by a Director duly authorised by the Board for the purpose, provided that
in no case shall the minutes of proceedings of a meeting be attached to any
such books as aforesaid by pasting or otherwise.
The minutes shall contain particulars:
. (i)

(ii)

of the names of the Director present at each meeting of the Board and
of any Committee of the Board and in case of each resolution passed
at the meeting, the names of the Directors, if any, dissenting from or not
concurring in the resolution;
of all orders made by the Board and Committee of the Board;

(iii) of all appointments of Directors and other officers of the Board;

(iv) the minutes of each meeting shall contain a fair and correct summary of
the proceedings thereat.
Provided that no matter need be included in any such Minutes which the Chairman
of the meeting, in his absolute discretion, is of opinion:

(i)

is or could reasonably be regardEld as defamatory of any person;

(ii)

is irrelevant or immaterial to the proceedings; or

(iii) is detrimental to the interest of the Company.

(b) Any such Minutes of any meeting of the Board or of any Committee of the
Board or of the Company in general meeting if kept in accordance with the
provisions of Section 193 of the Act, shall be evidence of the matters stated in
such Minutes. The Minute, Books of general meeting of the company shall be
kept at the office and shall be open to inspection by members during the hours
of11 A.M. and 1 P.M. on such business days as the Act requires them to be
open for inspection.

30

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POWERS OF THE BOARD

120.. Subject

to the provisions of the Act, the control of the Company shall be vested in the
Board who shall pay all expenses incurred in promoting and registering the Company
and shall be entitled to exercise all such powers, and to do all such acts and things
as the Company is authorised to exercise and to do; Provided that the Board shall
not exercise any power or do any aet or thing which is directed or required whether
by the Act or any other Statute or in the Memorandum of the Company or by these
Articles or otherwise, to be exercised or done by th~ Company in general meeting.
Provided further that in exercising any such power or doing any such act or thing,
the Board shall be subject to the provisions in that behalf contained in the Act or
any other Statute or in the Memorandum of the Company orin these Articles, or in
any such regulations not inconsistent therewith and duly made there-under including
regulations made by the Company in genera,1 meeting, but no regulations made by
the Company in general meeting shall invalidate any prior act of the Board which
would have been valid if that regulation had not been made.

General Powers of
Company vested in
the Board

COMMENCEMENT OF NEW BUSINESS

121. The Company shall not at any time commence any business in relation to any of the
objects in Clause III (C) of its Memorandum of Association unless the provisions of
Section 149 of the Act have been duly complied with by it.

Compliance before
commencement of
new business

LOCAL MANAGEMENT

122. Subject to the provisions of the Act, the following regulations shall have effect:

Local management

(a) The Board may, from time to time, provide for the management of the affairs of
the Company outside India (or in any specified locality in India) in such manner
as it shall think fit and the provisions contained in the four next following
paragraphs shall be without prejudice to the general powers conferred by this
paragraph.
(b)

The Board may, from time to time and at any time, establish any Local Office
or agencies for managing any of the affairs of the Company outside India, or
in any specified locality in India, and may appoint any persons to be officers
of such Local Office or agents and may fix their remuneration and, save as
provided in Section 292 of the Act, the Board may from time to time and at
any time, delegate to any person so ,appointed any of the powers, authorities
and discretions for the time being vested in the Board and may authorise the
members for the time being of any such Local Office or any of them to fill up
any vacancies therein and to act notwithstanding vacancies; and any such
appointment and delegation may be made on such terms and .subject to such
conditions as the Board may think fit and the Board may, at any time, remove
any person so appointed and may annul or vary any such delegation.

31

Local directorate
delegation

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Power of Attorney

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(c)
The Board may at any time and from time to time by power-of-Attorney
under the seal, appoint any persons to be the Attorneys of the Company
for such purposes and with such powers, authorities and discretions (not
exceeding those which may be delegated by the Board under the Act) and
for such period and subject to such conditions as the Board may, from time to
time, think fit; any such appointment may, if the Board thinksfit, be made in
favour of the members or any of the members of any Local Office established
as aforesaid, or in favour of any company or of the members, directors,
nominees, or officers of any company or firm, or indirectly by the Board; and
any such Power-of- Attorney may contain such provisions for protection or
convenience of persons dealing with such Attornay::; H::; lila BUHru thinks fit.

Sub - delegation

(d)

Any such delegates or Attorney as aforesaid may be authorised by the Board

to sub-delegate all or any of the powers, authorities and discretions for the
time being vested in them subject to the provisions of the Act.

Seal for use abroad

and foreign registers

(e)

The Company may exercise the power conferred by Section 50 of the Act
with regard to having an Official Seal for use abroad, and such powers shall
be vested in the Board, and the Company may cause to be kept in any State
or Country outside India, as may be permitted by the Act, a Foreign Register
of members or debenture holders resident in any such State or country and
the Board may, from time to time, make such regulations as it may think fit
respecting the keeping of any such Foreign Register, such regulations not being
inconsistent with the provisions of Section 157 and 158 of the Act; and the Board
may, from time to time, make such provisions as it may think fit relating thereto
and may comply with the requirements of any local law and shall, in any case,
comply with the provisions of Sections 157 and 158 of the Act.
MANAGING DIRECTORS

Power to appoint
Managing Directors

To what provision he
shall be subject

123. Subject to the provisions of Section 197A, 269 read with schedule XIII, 316 and 317
of the Act, the Board may, from time to time, appoint one or more Directors to be
Managing Director or Managing Directors of the Company, and may, from time to
time (subject to provisions of any contract between him or them and the Company),
remove or dismiss him or them from office and appoint another or others in his place
or their places.
124. Subject to the provisions of Section 255 of the Act and save as otherwise provided
in these Articles, a Managing Director, shall not, While he continues to hold office,
be subject to retirement by rotation, and he shall not be reckoned as Director for
the purpose of determining the rotation by retirement of Directors or in fixing the
number of directors to retire, but (subject to the provisions of any contract between
him and the Company) he shall be subject to the same provisions as to resignation
and removal as the other Directors, and he shall ipso facto and immediately, cease
to be a Managing Director, if he ceases to hold the office of Director from any cause.

32

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125. (a)

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Subject to the provisions of Section 198, 309, 310, and 311 read with schedule
XII of the Act, a Managing Director shall, in addition to the remuneration payable
to him as a Director of the Company under these Articles, receive such additional
remuneration as may, from time to time, be sanctioned by the Company.

Remuneration of
Managing Director

Subject to the provisions of the Act, in particular to the prohibitions and

restrictions contained in Section 292 thereof, the Board may, from time to time,
entrust to and confer upon a Managing Director for the time being such of the
powers exercisable under these presents by the Board as it may thinkfit, and
may confer such Powers for such time, and to be exercised for such objects
and purposes, and upon such terms and conditions and with such restrictions
as it thinks fit; and the Board may confer such powers to the exclusion of, and
in substitution for any of the powers of the Board in that behalf; and may from
time to time, revoke, withdraw, alter or vary all or any of such powers.

Powers of Managing
Director

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(b)

WHOLE-TIME DIRECTORS

126. Subject to the provisions of the Act, the Board shall have power to appoint, from time
to time, one or more of its number as wholetime Director or wholetime Directors of
the company for a fixed term not exceeding five years at a time and upon such terms
and conditions as the Board thinks fit and he shall not, while he continues to hold
that office, be subject to retirement by rotation. The Board may, by resolutions vest
in such wholetime Director or wholetime Directors such of the powers hereby vested
in the Board generally as it thinks fit, and such powers may be made exercisable for
such period or periods, and upon such conditions and subject to such restrictions
as it may determine. The remuneration of a whole-time Director may be by way of
monthly payment, fee for each meeting and participation in profits, or by any or all
these modes, or any other mode not expressly prohibited by the Act.

Power to appoint
whole time Directors

THE SEAL

127. The Common Seal of the Company shall not be affixed to any instrument except
with the authority of the Board of Directors or a Committee thereof, and except in the
presence of a Director or any other person authorized by the Board or Committee for
the purpose; and the said Director or person shall sign every instrument to which the
Common Seal of the Company is so affixed in his presence.

Custody of Seal

ANNUAL RETURNS

128. The Company shall comply with the provisions of sections 159 and 161 of the Act as
to the making of Annual Return.

Annual returns

RESERVES

129. Subject to the provisions of the Act, the Board may, from time to time before
recommending any dividend, set apart any and such portion of the profits of the
Company as it thinks fit as Reservp.l'; to meet Contingencies or for the liquidation
of any debentures, debts or other liabilities of thE:! Cumpany, for equalisation of
dividends, for repairing, improving or maintaining any of the property ofthe Company

33

Reserves

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and for such purposes of the Company as the Board in its absolute discretion thinks
conducive to the interests of the Company; and may, subject to the provisions of the
Act; invest the several sums so set aside upon such investments (other than shares
of the Company) as it may think fit, and from time to time deal with and vary such
investments and dispose of all or any part thereof for the benefit of the Company,
and may divide the Reserves into such special funds as it thinks fit, with full power to
employ the Reserves or any parts thereof in the business of the Company, and that
without being bound to keep the same separate from the other assets.
Investment of money

130. Subject to the provisions of the Act, all moneys carried to the Reserves shall be
available for the payment of dividends and such moneys and all the other moneys of
the Company not immediately required for the purposes of the Company may, subject
to the provisions of the Act, be invested by the Board in or upon such investments or
securities as it may select or may be used as working capital or may be kept in any
Bank on deposit or otherwise as the Board may, from time to time, think proper.
CAPITALISATION OF RESERVES

Capitalisation of
Reserves

131. Any general meeting may upon the recommendation of the Board resolve that any
moneys, investments, or other assets forming part of the undivided profits of the
Company standing to the credit of the Reserves, or any capital Redemption Reserve
Account, or in the hands of the Company, and available for dividend or representing
premiums received on the issue of shares and standing to the credit of Share Premium
Account be capitalised and distributed amongst such of the shareholders as would
be entitled to receive the same if distributed by way of dividend and in the same
proportion on the footing that they become entitled thereto as capital and that all or
any part of such capitalised fund be applied on behalf of such shareholders in paying
up in full any unissued shares, debentures or debenture stock of the Company which
shall be distributed accordingly or in or towards payment of the uncalled liability on
any issued shares, and that such distribution or payment shall be accepted by such
shareholders in full satisfaction of their interest in the said capitalized sum or applied
.in paying up of unissued shares to be issued to members of the Company as fully
paid bonus shares.

Undistributed Profits

132. A General meeting may resolve that any undistributed profits of the Company riot
subject to charge for income tax, be distributed among the members on the footing
that they receive the same as dividend.

Fractional Certificate

133. For the purpose of giving effect to any resolution, under the two last preceding Articles
the Board may settle any difficulty which may arise in regard to the distribution
as it thinks expedient and in particular may issue fractional certificates, and may
determine that cash payments shall be made to any members in order to adjust the
rights of all parties and may invest such cash in trustees upon such trusts for the
persons entitled .to the dividend or capitalised funds as may seem expedient to the
Board.

34

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DIVIDENDS

134.. Subject to the rights of members entitled to shares (if any) with preferential or special
rights attached thereto, the profits of the Company which it shall from time to time
be determined to divide in respect of any year or other period shall be applied in
the payment of a dividend on the Equity Shares of the Company but so that a partly
paid up share shall only entitle the holder with respect thereof to such a proportion
of the distribution upon a fully paid up share as the amount paid thereon bears to
the nominal amount of such share and so that where capital ispaid up in advance of
calls such capital shall not rank for dividends or confer a right to participate in profits.

How profits shall be

divisible

135. The Company in general meeting may declare a dividend to be paid to the members
according to their rights and interest in the profits and may, subject to the provisions
I of Section 207 of the Act, fix the time for payment.

Restrictions on
amount of dividends

136. No larger dividend shall be declared than is recommended by the Board, but the
Company, in general meeting may declare a smaller dividend.

Restrictions on
amount of dividends

137. Subject to the provisions of Section 205 of the Act, no dividend shall be payable
except out of the profits of the Company or out of moneys provided by the Central or
a State Government for the payment of the dividend in pursuance of any guarantee
given by such Government and no dividend shall carry interest again~t the Company.

Dividend

138. Subject to the provisions of the Act. the declaration of the Board as to the amount of.
the net profits of the Company in any year shall be conclusive and final

What to be deemed
net profits

139. The Board may, from time to time, pay to the members such interim dividends as
appear to the Board to be justified by the profits of the Company.

Interim dividend

140. The Board may deduct from any dividend payable to any member all sums of money,
if any, presently payable to him by the Company on account of calls or otherwise in
relation to the shares of the Company.

Debt may be
deducted

141. Subject to the provisions of Article 16, any general meeting declaring a dividend may
adjust a call made on the members of such amount as the meeting fixes.

Dividend and call

together

142. No dividend shall be payable except in cash. Provided that nothing in this Article
shall be deemed to prohibit the capitalisation of profits or reserves of the Company
fo( the purpose of issuing fully paid-up bonus shares or paying up any amount for the
time being unpaid on the shares held by the members of the Company.

Dividend in Cash

143. A transfer of shares shall not pass the rights to any dividend declared thereon before
the registration of the transfer by the Company.

Effect of transfer

144. The Company may pay interest on capital raised for the construction of works or
building when and so far as it shall be authorised to do by Section 208 of the Act.

Payment of interest
on Capital

35

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To whom dividends
payable

145. No dividend shall be paid in respect of any share except to the registered holder of
such share or to his order or to his bankers but nothing contained in this Article shall
be deemed to require the bankers of a registered shareholder to make a separate
application to the Company for the payment of the dividend. Nothing in this Article
shall be deemed to affect in any manner the operation of Article 145.

Dividend to Joint
holders

146. Anyone of the several persons who are registered as the joint - holders of any share
may give effectual receipts for all dividends, bonuses and other payments in respect
of such share.

Payment by post

147. Unless otherwise directed in accordance with Section 206 of the Act, any dividend,
interest or other moneys payable in cash in respect of a share may be paid by
cheque or warrant sent through the post to the registered address of the holder, or,
in the case of joint-holders, to the registered address of that one of the joint -holders
who is first named in the Register in respect of the joint-holding or to such person
and such address as the holder or joint-holders, as the case may be may direct, and .
every cheque or warrant so sent shall be made payable to the order of the person to
whom it is sent.

Unclaimed dividends

148. No unclaimed dividend shall be forfeited by the Board unless the claim thereto
becomes barred by law and the Company shall comply with all the provisions of
Section 2D5A of the Act in respect of any unclaimed or unpaid dividend.

l<'.:..

BOOKS AND DOCUMENTS

Books of Account to
be kept

149. Subject to the provisions of Section 209 of the Act, the Company shall keep proper
books of account with respect to:
(a) all sums of money received and expended by the Company and the matters in
respect of which the receipt and expenditure takes place.
(b)

all sales and purchase of goods by the Company;

(c)

the assets and liabilities of the Company; and

(d)

any other particulars as may be required by the Central Government.

Where to be kept

150. The books of account shall be kept at the Office or at such other place in India as the
Board may decide and when the Board so decides, the Company shall, within seven
days of the decision, file with the Registrar a notice in writing giving the full address
of that other place.

Inspection

151. (a)

The books of account and other books shall be open to inspection during
business hours by any Director, Registrar, other Officers authorised by the
Central Government in this behalf.

36

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The Board shall, subject to the provisions of the Act, from time to time, determine

whether and to what extent, and at what times and places, and under what

conditions and regulations, the books of account and books and documents of

the Company shall be open to the inspection of the members not being Directors

and no member (not being a Director) shall have any right of inspecting any

books of account or book or document of the Company except as conferred by

law or authorised by the Board or by the Company in General meeting.

152. The Books of Account, of the Company together with the vouchers relevant to any
entry in such books of account shall be preserved in good order for a period of
not less than eight years immediately preceding the current year, but, in case of a
company incorporated less than eight years before the current year, for the entire
period preceding the current year.

Books of Account
and vouchers to be
preserved

BALANCE SHEET AND ACCOUNTS

153. At every Annual General Meeting, the Board shall lay before the Company a Balance
Sheet and Profit & Loss Account made up in accordance with the provisions of Section
210 of the Act and such Balance Sheet and Profit & Loss Account shall comply with
the requirements of Sections 210,211,212,215 and 216 and of Schedule VI to the
Act so far as they are applicable to the Company but, save as aforesaid, the Board
shall not be bound to disclose greater details of the result or extent of the trading and
transactions of the Company than it may deem expedient.

Balance Sheet
and Profit & Loss
Account

154. There shall be attached to every Balance Sheet laid before the Company a report by
the Board complying with Section 217 of the Act.

Directors Report

155. A copy of every Balance Sheet (including the Profit and Loss Account, the Auditor's
.Report and every document required by law to be annexed or attached to the Balance
Sheet) shall, as provided by Section 219 of the Act, not less than twenty one days
before the meeting be sent to every such member, debenture-holders, trustee and
other person to whom the same is required to be sent by the said Section.

Copies to be sent to
members and others

156. The Company shall comply with Section 220 of the Act, as to file copies of the
Balance Sheet and Profit & Loss Account and documents required to be annexed or
attached thereto with the Registrar.

Copies of Balance
Sheet etc. to be filed

AUDI1"

157. Once at least in every year the books of account of the Company shall be examined
by one or more Auditor or Auditors.

Accounts to be
audited annually

158. The first Auditor or Auditors of the Company shall be appointed by the Board within
one month after the date of registration of the Company and the Auditor or Auditors
so appointed shall hold office until the conclusion of the first Annual General Meeting
of the Company.

First Auditors

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Appointment and
remuneration of
Auditors

159. The Company shall at each Annual General Meeting appoint an Auditor or Auditors
to hold office from the conclusion of that meeting until the conclusion of the next
Annual General Meeting and shall, within seven days of appointment, give intimation,
thereof to every Auditor so appointed. The appointment. remuneralion, rights and
duties of the Auditor or Auditors shall be regulated by Sections 224 to 227 of the Act.

Audit of accounts
of branch office of
Company

160. Where the Company has a branch office, the provisions of Section 228 of the Act
shall apply.

Right of Auditor
to attend General
Meeting

161. All notices of and other communications relating to any general meeting of the
Company which any member of the Company is entitled to have sent to him, shall
also be forwarded to the Auditor of the Company, and the Auditor shall be entitled to
attend any general meeting and to be heard at any general meeting which he attends
with respect to the business which concerns him asAuditor.

Auditors' Report to
be read

162. The Auditor's Report (including the Auditors separate, special or supplementary
report, of any) shall be read before the Company in general meeting and shall be
open to inspection by any member of the Company.

When accounts to
be deemed finally
settled

163. Every Balance Sheet and Profit & Loss Account of the Company when audited and
adopted by the Company in general meeting shall be conclusive except as regards
any error discovered therein. Whenever any such error is discovered, the Account
shall forthwith be corrected and thenceforth shall, subject to the approval of the
Company in general meeting. be conclusive.
SERVICE OF NOTICES AND DOCUMENTS

How notice to be
served on members

Service by post

164. (a)

A notice or other document may be given by the Company to any member

either personally or by sending it by post to him to his registered address or
(if he has no registered address in India) to the address, if any, within India or
outside India supplied by him to the Company for the giving of notices to him

(b)

Where a notice or other documents is sent by post:

(i)

Service thereof shall be deemed to be effected by properly addressing.

preparing and posting a letter containing the notice or document, provided
that where a member has intimated to the Company in advance that notices
or documents should be sent to him under a certificate of posting or by
registered post with or without acknowledgment due and has deposited with
the Company a sufficient sum to defray the expenses of doing so, service of
the notice or documents shall be deemed to be effected unless it is sent in'the
manner intimated by the member; and

(ii)

Such service shall be deemed to have been effected:

38

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(iia) in the case of a notice of a meeting at the expiration of forty-eight hours

after the letter containing the same is posted; and
(iib) in any other case at the time at which letter would be delivered in the
ordinary course of post.
165. A notice or other document advertised in a newspaper circulating in the neighborhood
of the office shall be deemed to be duly serviced on the day on which the advertisement
appears on every member of the Company who has no registered address in India
and has not supplied to the Company an address within India for the giving of notices
to him. Any member who has no registered address in India shall, if so required to
do by the Company, supply the Company with an address in India for the giving of
notices to him.

Notice to members
who have not
supplied addresses

166 A notice or other document may be served by the Company on the joint holders of a
share by giving the notice to the joint-holder named first in the Register in respect of
the share.

Notice to joint
holders

167. A notice or other document may be served by the Company on the persons entitled
to a share in consequence of the death or insolvency of a member by sending it
through the post in a prepaid letter addressed to them by the name, or by the title of
representatives of the deceased, or assignee of the insolvent or by like description at
the address in India supplied for the purpose by a person claiming to be so entitled,
or until such an address has been so supplied, by giving the notice in any manner in
which the same might have been given if the death or insolvency had not occurred.

Notice to persons
entitled by
'transmission

168. Any notice required to be given by the Company to the members or any of them and
not expressly provided for by these Articles or by the Act be shall be sufficiently given
if given by advertisement.

When notice
may given by
advertisement

169. Any notice required to be or which may be given by advertisement shall be advertised
once in one or more newspaper circulating in the neighbourhood of the office.

How to be
advertised

170. Any notice given by advertisement shall be deemed to have been given on the day
on which the advertisement shall first appear.

When notice by
advertisement
deemed to be
served
Transferee. etc.
bound by prior
notices

171. Every person who by operation of iaw transfer or by other means whatsoever shall
become entitled to any share be bound by every notice in respect of such share
which previously to his name and address being entered on the Register shall have
been duly given to the person from whom he derives his title to such share.
172. Subject to the provisions of Article 169 any notice or document delivered or sent
by post to or left at the registered address on any member in pursuance of these
Articles shall, notwithstanding such member be then deceased and whether or not
the Company have notice of his death, be deemed to have been duly served in
/

39

Notice valid though

member deceased

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respect of any registered share, whether held solely or jointly with other persons
by such member until some other persons be registered in his stead as the holder
or jOintholders thereof and such service shall for all purposes of these presents be
deemed a sufficient service of such notice or document on his heirs, executors or
administrators and all persons, if any, jointly interested with him in any such share.
Process of service in
winding up

173. The Service of documents in the event of winding up of the Company shall be in
accordance with Section 53 of the Act.
KEEPING OF REGISTERS AND INSPECTION

Registers etc. to
be maintained by
company

174

The Company shall duly keep and maintain Registers, Books and Documents as
required by the Act or~'these Articles including the following namely:
(a) A register of Investments not held by the Company in its own name pursuant to
Section 49 (7) of the Act.

Supply of copies of
Registers etc.

(b)

A Register of Charges pursuant to Section 143 of the Act.

(c)

A Register of Members pursuant to Section 150 and, whenever the Company

has more than 50 members, unless, such Register of members is in a from
which itself constitutes an index, an index of members pursuant to Section 151
of the Act.

(d)

A Register of Renewed and Duplicate Certificate pursuant to Rule 7 (2) of

the Companies (Issue of Share Certificates) Rules, 1960 or any Statutory
modification or re-enactment thereof.

(e)

A Register of Debenture-holders pursuant to Section 152 and, whenever the

Companies has more than 50 Debenture-holders, unless such Register of
Debenture-holders itself constitutes an index, an index of Debenture-holders
pursuant to Section 152(2) of the Act.

(f)

A Register of Contracts, Companies and firms in which directors are interested

pursuant to Section 301 of the Act.

(g)

A Register of Directors, Manager, managing Director and Secretary pursuant

to Section 303 of the Act.

(h)

A Register of Directors' Shareholdings pursuant to Section. 307 of the Act.

(i)

A Register of Investments, Loans etc. pursuantto Section 372A of the Act.

175. The Company shall supply of copies of the Registers, deeds, documents, instruments,
returns, certificates and books to the persons entitled thereto under the Act and on
payment of such charges, if any, prescribed under the Act.

40

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176. Where under any provisions of the Act any person, whether a member of the
Company or not, is entitled to inspect, any register, return, certificate, deed,
instrument or documents required to be kept or maintained by the ,Company, the
person, so entitled to inspection shall be permitted to inspect the same during the
hours of 11 a.m. and 1 p.m. on such business days as the Act require them to be
open for inspection.

Inspection of
Registers etc.

177. The Company may, after giving not less than seven days previous notice by
advertisement in some newspapers circulating in the district in which the Office is
situated close the Register of members or the Register of Debenture-holders, as the
case may be for the periods not exceeding in the aggregate forty-five days in each
year but not exceeding thirty days at anyone-time.

When Registers
of Members and
Debenture holders
may be closed

DIRECTORS' & OFFICERS' LIABILITY INSURANCE

178. NotWithstanding anything contained in the above para, the Company may procure,
at the Company's cost, comprehensive directors and officers liability insurance for
each Director and Officer: (a)

on terms approved by the Board;

(b)

which includes each Director and' or each officer as a policyholder,

(c)

is from a authorized insurer approved by the Board; and

(d)

for a coverage for claims of an amount as may be decided by the Board from
time to time.

Directors' & Officers'

liability insurance

RECONSTRUCTION

179. Subject to the provisions of the Act, on any sale of the undertaking of the Company,
the Board or the Liquidators on a winding-up may, if authorized by special Resolution
accept fully paid up shares, or partly paid up shares, debentures or securities of
any other company, whether incorporated in India or not either then existing or to
be formed for the purchase in whole or in part of the property of the Company and
the board (if the profits of the Company permit) or the Liquidators (in winding up)
may distribute such Shares or securities, or any other property of the Company
amongst the members without realisation, or vest the same in trustees for them, and
any Special Resolution may provide for the distribution or appropriation of the cash,
shares or other securities, benefit on property at such price and in such manner as
the meeting may approve and all holders of shares shall be bound to accept or be
bound by any valuation or distribution so authorised, and waive all rights in relation
thereto, save only in case the Company is proposed to be or is in the course of
being wound up, such Statutory rights (if any) under Section 494 of the Act as are
incapable of being varied or excluded by these Articles.

41

Reconstruction

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SECRECY

Secrecy

180. Every Director, Manager, Secretary, Trustee for the Company, its members or
debenture-holders, members of a committee, officer, servant, Agent, accountant, or
other person employed in or about the business of the Company shall, if so required
by the Board before entering upon his duties, sign a declaration pledging himself to
observe strict secrecy respecting all transactions of the Company with its customers
and the state of accounts with individual and in matters relating thereto, and shall by
such declaration pledge himself not to reveal any of the matters which may come to
his knowledge in the discharge of his duties except when required so to do by the
Board or by any general meeting or by a Court of law and except so far as may be
necessary in order to comply with any of the provisions in these Articles contained.

No member to enter
the premises of the
Company without
permission

181. No member or other person (not being a Director) shall be entitled to enter upon
the property of the Company or to inspect or examine the premises or properties of
the Company without the permission of the board or subject [0 Article 153 to require
discovery of or any information respecting any detail of the trading of the Company
or any matter which is or may be in the nature of a trade, secret, mystery of trade, or
secret process or of any matter whatsoever which may relate to the conduct of the
business of the Company and which in the opinion of the Board it will be inexpedient
in the interest of the Company to communicate.
WINDING-UP

Distribution of
Assets

182. If the Company shall be wound up and the assets avaitable for distribution among

Distribution of assets
in specie

183. If the Company shall be wound up, whether voluntarily or otherwise the liquidators
may, with the sanction of a Special Resolution, divide among contributories, in specie
or kind, any part of the assets of the Company and may, with the like sanction, vest
any part of the assets of the Company in Trustees upon such trusts for the benefit of
the contributories, or any of them, as the liquidators, with the like sanction, shall think
fit.

the members as such shall be sufficient to repay the whole of the paid up capital,
such assets shall be distributed so that as nearly as may be, the losses shall be
borne by the members in proportion to the capital paid up or which ought to have
been paid up at the commencement of the winding up on the shares held by them
respectively. And if in a winding-up, the assets available for distribution among the
members shall be more than sufficient to repay the whole of the capital paid up at
the commencement of the winding-up, the excess shall be distributed amongst the
members in proportion to the capital at the commencement of winding up paid up or
which ought to have been paid up on the shares held by them respectively. But this
Article is "to be without prejudice to the rights of the holders of shares issued upon
special terms and conditions.

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INDEMNITY

184. Every Director, manager, Secretary or Officer of the Company or any person
(whether an officer of the Company or not) employed by the Company and any
person appointed Auditors shall be indemnified out of the funds of the Company
against all liability incurred by him as such Director, manager, Secretary, Officer,
Employee or Auditor in defending any proceedings whether civil or criminal, in which
judgment is given in his favour, or in which he is acquitted, or in connection with
any application under Section 633 of the Act in which relief is granted to him by the
Court."

43

Indemnity

SI. I Name, Address, Description and

No.
Occupation of each Subscriber

1.

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Signature of each
Subscriber

I GOPAL H. SUTWALA
SID Late Hiralal Sutwala
RID 2A1244. Azad Nagar.
Kanpur-208002
(Business)

Names, Addresses, Descriptions

and Occupati.ons of
Witnesses

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REKHA SUTWALA
WID Shri Gopal Sutwala
RID 2A1244, Azad Nagar,
Kanpur-208002
(Business)

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Place: KANPUR

Dated this : 15th

day of February

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IN THE HIGH COURT OF JUDICATURE AT ALLAHABAD

ORIGINAL COMPANY JURISDICTION
COMPANY PETITION NO. 28 OF 2010
CONNECTED WITH

COMPANY APPLICATION NO. 12 OF 2010

(Under Section 391/394 of The Companies Act, 1956)

(DISTRICT: Jyotiba Phuley Nagar)

IN THE MATTER OF COMPANIES ACT, 1956

AND IN THE MATTER OF

PETITION TO SANCTION AMALGAMATION AND pEMERGER

OF
JUBILANT LIFE SCIENCES LIMITED
Formerly known as
JUBILANT ORGANOSYS LIMITED
Having its registered office at Bhartiagram,
Gajraula-244223, District Jyotiba Phuley Nagar, U.P.
. (hereinafter referred to as JOL)
....... AmalgamatedlTransferor Company

....................... Petitioner Company No.1

AND

SPECIALITY MOLECULES LIMITED

Having its registered office at Bhartiagram,

Gajraula-244223, District Jyotiba Phuley Nagar, U.P.

(hereinafter referred to as SML)

........ ...... Amalgamating Company No.1

. ........................ Petitioner Company No.1I

PACE MARKETING SPECIALITIES LIMITED
Having its registered office at C-2 & C-3, Site-IV,
Sahibabad Industrial Area, Sahibabad,
District Ghaziabad, U.P. 201010
(hereinafter referred to as PMSL)
...... ........Amalgamating Company No.2

.......................Petitioner Company No.1II

JUBILANT INDUSTRIES LIMITED

Having its registered office at Bhartiagram,

Gajraula-244223, District Jyotiba Phuley Nagar, U.P.

(hereinafter referred to as JIL)'

....... Transferee Compahy

........................Petitioner Company No.lV

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The petition of petitioners above named is as

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"The object of this petition is to obtain sanction of the Court to the Scheme of
Amalgamation and Demerger whereby the business being presently conducted by
the companies Jubilant Organosys Limited Amalgamated/ Transferor company no. 1 /
petitioner company no. 'I, Speciality Molecules Limited lamalgamatlng Company No.
1/Petitioner Company No.1I and Pace Marketing Specialities Limited I Amalgamating
Company No. 2/Petitioner Company No.1 II would be consolidated, held and conducted
by the company Jubilant Organosys Limited, from and after" the Amalgamation
Appointed Date. Also, the Performance.

Court No. 33
Case

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COMPANY PETITION No. - 28 of 2010

(Petitioner:~

In The Matter Of: Jubilant Organosys Limited & Others

Petitioner Counsel :- S.D. Singh, Diptiman Singh, Navin Sinha

Re: Civil Misc. Correction Application NO.316895 of 2010
Hon'ble Bharati Sapru.J.

Heard learned counsel for the applicant.

I correct the mistakes in the order dated 25.10.2010 passed by me today.
The corrected order reads as under:
"The scheme as filed in the Supplementary Affidavit with its correction is allowed.
This is a petition under Sections 391 and 394 of the Indian Companies Act, 1956.
to confirm and sanction the scheme of amalgamation and demerger involving
amalgamation of the petitioner company Jubilant Life Sciences Limited (formerly
known as Jubilant Organosys Limited) having its registered office at Bhartiagram
Gajraula~244223, District Jyotiba Phule Nagar, U.P., (hereinafter referred to as the
amalgamated/transferor company) with the companies Speciality Molecules Ltd. having
its registered office at Bhartiagram, Gajraula-244223, District Jotiba Phule Nagar, U.P.,
which is amalgamating Company no.1 and Pace Marketing Specialities Ltd. having
its registered office at C~2 and C-3, .Site~IV, Sahibadad Industrial Area, Sahibabad,
District Ghaziabad, U.P. which is amalgamating Company No.2 and demerger of agri
products division, performance polymer division and IMFL division of the company
JubiiantUfe Sciences Limited to Jubilant Industries Limited, having its registered office
at Bhartiagram, Garjraula-244223, District Jyotiba Phule Nagar, U.P. the transferee
company.
The object of the instant petition is to obtain sanction of this Court to the scheme
of amalgamation and demerger whereby the business being presently conducted by
the companies Speciality Molecules Limited, Pace Marketing Specialties Limited and
Jubilant Life Sciences Limited would be consolidated and conducted by the company
Jubilant Life Sciences Limited (earlier known as Jubilant Organosys Limited). Also,
upon demerger the businesses agri products division, performance polymer division
and IMFL division of the com~pany Jubilant Life Sciences Limited would be dermerged
and transferred and vested in the transferee company i.e. Jubilant Industries Limited.
By order dated 13.8.2010 meetings of equity shareholders, secured creditors and

. unsecured creditors of the amalgamated/transferor company Jubilant Life Sciences

Limited and meetings of unsecured creditors of the company Speciality Molecules

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Limited and the meeting of equity shareholders of. the company Pace Marketing
Specialities Limited were convened to consider and approve the proposed scheme of
amalgamation & demerger and vesting of the demerged undertaking of the company
Jubilant Organosys Limited now known as Jubilant Life Sciences Limited to Jubilant
Industries Limited, the transferee companies. Also directions were issued regarding
conduct of court convened meeting to be held on 24.9.2010 at the registered offices of
each of the respective Companies.
Thereafter, on 23.8.2010 notices were issued by the Chairman appointed by the Court
for conduct of the aforesaid five meetings. The notices convening the meetings held
on 24.9.2010 were also published in the daily newspapers - The Times of India (in
English), Amar Ujala (in Hindi); Financial Times published and circulated in Europe
and; the Asian Wall Street Journal published and circulated in Asia.
The Chairman appointed for each of the aforesaid meetings field their affidavits of
compliance of directions issued with regard to the issuance of publication of notices for
the conduct of the aforesaid meetings.
On 30.9.2010 Sri Anjani Kumar Mishra, Advocate, Chairman appointed for the Court
convened meetings of equity share holders and secured creditors of the company
Jubilant Organosys Limited.
Sri Amit Negi, Advocate, Chairman appointed for the court convened meetings
of unsecured creditors of the company Jubilnat Organosys Limited and unsecured
creditors of the company Speciality Molecules Limited and;
,
Sri Samir Sharma, Advocate, Chairman appointed for the court convened meeting of
the equity shareholders of the Company Pace Marketing Specialties Limited submitted
their reports on Form 39 of the Companies (Court) Rules, 1959 supported by their
affidavits. Thus, it has been reported that all the meeting were conducted at the
appointed place and time and the following resolutions were passed unanimously at
each of the five aforesaid court convened meetings:

"Resolved that the Scheme ofAmalgamation and Demerger providing for amalgamation
of SPECIALITY MOLECULES LIMITED and PACE MARKETING SPECILTITES
LIMITED WITH JUBILANT ORGANOSYS LIMITED and Demerger of agri products
division, performance polymer division and IMFL division ofJubilant Organosys Umited
into JUBILANT INDUSTRIES LIMITED, on the terms and condition and other details
mentioned in the said Scheme of Amalgamation and Demerger, a copy of which has
been circulated with the Notice of the meeting and also placed before this meeting, be
and is hereby approved and the consent of the meeting be and is hereby accorded
under sections 3911394 and other applicable provisions of the Companies Act, 1956
and other enactments, rules, regulations and guidelines, to the matters included in the
Scheme ofAmalgamation and Demerger".
.
On 30.9.2010 this petition to sanction the proposed scheme of amalgamation &
demerger was filed in which a true copy of the scheme of amalgamation & demerger
has been filed as Annexure SA-1 along with the Supplementary Affidavit filed on
4.10.2010.
On 4.10.2010 notices were issued under Section 394-A of the Companies Act, 1956
and further directions were issued to publish the notices fixing 25.10.2010 for hearing of
the Confirmation Petition in the same newspapers in which the notices of the aforesaid
meetings were published. Thus, notices of the date of hearing 25.10.2010 have been
published in the newspapers- The Times of India (in English); Amar Ujala (in Hindi);
Financial Times published and circulated in Europe and; the Asian Wall Street Journal
Published and circulated in Asia.

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On 21.10.2010 affidavit of compliance containing proof of newspaper publications of

the date of hearing has been filed. Office has reported due compliance of the order
dated 4.10.2010.
On 21.10.2010 an Amendment application has been filed on behalf of the Company
Jubilant Organosys Limited to bring on record its changed name Jubilant Life Sciences
Limited which change has been certified by the Registrar of Companies Uttar Pradesh
& UUarakhand vide his certificate dated 1.10.2010 w.eJ. 1.10.2010. The application
has been allowed by order of the Court and necessary amendment has been carried
out.
The Official Liquidator and the Regional Director Company Affairs have filed their report
in response to the notice issued under Section 394-A. While the Official Liquidator
and Regional Director Company Affairs have not raised any objection to the Proposed
Scheme of Amalgamation and Demerger, The Regional Director, Ministry of Corporate
Affairs, Noida has made certain recommendations with regard to compliance of the
provisions of the Companies Act for satisfaction and creation of charge in Demerged
Company and the Resulting Company respectively.
The Regional Director of Companies by his report dated 21.10.2010 has also
recommended that the Demerged Company and the Resulting Company shall comply
with the conditions required by the Bombay Stock Exchange and the National Stock
Exchange.
Thus, this scheme of Amalgamation and Demerger is allowed to give into effect to the
amalgamation of the Companies Jubilant Life Sciences Limited with the Companies
Speciality Molecules Limited and, Pace Marketing Specialties Limited from 31.3.2010
and the Demerger of the agri products division, performance polymers division of
IMFL division of the Company Jubilant Life Sciences Limited to the company Jubilant
Industries Limited will be given effect from 1.4.2010 in accordance with the scheme
of amalgamation and demerger which has been brought on the record by means of
supplementary affidavit filed on 4.10.2010. The Company shall. also comply with the
conditions as required under the Companies Act and the Bombay Stock Exchange has
recommended by the Regional Director of the Companies.
The petition is allowed as above. The office will issue formal order in the prescribed
form within a period of three weeks from today.
The petition is allowed.
Order Date: 28.10.2010
Order Date: 28.10.2010
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IN THE HIGH COURT OF JUDICATURE AT ALLAHABAD

ORIGINAL COMPANY JURISDICTION

COMPANY PETITION NO. 28 OF 2010

(Under Section 391'/394 of The Companies Act, 1956)

(DISTRICT: Jyotiba Phuley Nagar)

IN THE MATTER OF COMPANIES ACT. 1956

PETITION TO SANCTION AMALGAMATION ANP DEMERGER

AND

IN THE MATTER OF AMALGAMATION & DEMERGER

OF
JUBILANT LIFE SCIENCES LIMITED
Formerly known as
JUBILANT ORGANOSYS LIMITED
Having its registered office at Bhartiagram,
Gajraula-244223, District Jyotiba Phuley Nagar, U.P.
(hereinafter referred to as JOL)
.......Amalgamated/Transferor Company

........................ Petitioner Company No.1

AND
SPECIALITY MOLECULES LIMITED
Having its registered office at Bhartiagram,
Gajraula-244223, Distr.ict Jyotiba Phuley Nagar, U.P.
(hereinafter referred to as SML)
............... Amalgamating Company No.1

........................Petitioner Company No.ll

PACE MARKETING SPECIALITIES LIMITED
Having its registered office at C-2 & C-3, Site-IV,
Sahibabad Industrial Area, Sahibabad,
District Ghaziabad, U.P. 201010
(hereinafter referred to as PMSL)
...............Amalgamating Company No.2

....................... Petitioner Company No.1II

JUBILANT INDUSTRIES LIMITED
Having its registered office at Bhartiagram,
Gajraula-244223, District Jyotiba Phuley Nagar, U.P.
(hereinafter referred to as JIL)
....... Transferee Company

...................... Petitioner Company No.IV

...........................................Applicant

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BEFORE THE HON'BLE MISS JUSTICE BHARTI SAPRU

DATED: 25.10.2010
Order under Section 394
Upon the above petition (and the company application No. 12 of 2010) coming on for
hearing on 25.10.2010 and upon hearing, etc.

THIS COURT DOTH ORDER

IN RESPECT OF AMALGAMATION OF SPECIALITY MOLECULED LIMITED AND PACE

MARKETING SPECIALITIES LIMITED WITH JUBILANT LIFE SCIENCES LIMITED
WITH EFFECT FROM THE AMALGAMATION APPOINTED DATE (after close of
business on March 31, 2010)
(1) That all the property, rights and powers of the company Speciality Molecules Limited
Amalgamating Company No.1 / Petitioner Company No. II and the company Pace
Marketing Specialities Ltd. - Amalgamating Company No.2 / Petitioner Company
No. III, specified in the 1st lind, IlIrd, IVth, Vth and Vlth parts of the Schedule hereto
and all other property, rights and powers of the company Speciality Molecules Limited
- Amalgamating Company No. 1 / Petitioner Company' II and the company Pace
Marketing Specialities Ltd. - Amalgamating Company No.2 / Petitioner Company
No. III be transferred without further act or deed to the company Jubilant Life Sciences
Limited - Amalgamated Company / Transferor Company I Petitioner Company No.
I and accordingly the same shall pursuant to Section 394(2} of the Companies Act,
1956 be transferred to and vest in the company Jubilant Life Sciences Limited
Amalgamated Company I Transferor Company / Petitioner Company No. I for all the
estate and interest of the company Speciality Molecules Limited - Amalgamating
Company No. 1 I Petitioner Company No. II and the company Pace Marketing
Specialities Ltd. - Amalgamating Company No.2 / Petitioner Company No. III,
therein but subject nevertheless to all charges now affecting the same; and
(2) . That all the liabilities and duties of the company Speciality Molecules Limited
Amalgamating Company No. 1/ Petitioner Company No. II and the company Pace
Marketing Specialities Ltd. Amalgamating Company No. 2/ Petitioner Company
No. III be transferred without further act or deed to the compal)y Jubilant Life
Sciences Limited - Amalgamated Company / Transferor Company / Petitioner
Company No. I and accordingly the same shall, pursuant to section 394(2} of the
Companies Act, 956, be transferred to and become the liabilities and duties of the
company Jubilant Life Sciences Limited - Amalgamated Company / Transferor
Company / Petitioner Company No. I; and
(3) That all proceedings now pending by or against the company Speciality Molecules
Limited - Amalgamating Company No. 1 / Petitioner Company No. II and the
company Pace Marketing Specialities Ltd. - Amalgamating Company No.2 /
Petitjoner Company No. III, be continued by or against the company' Jubilant Life
Sciences Limited - Amalgamated Company / Transferor Company / Petitioner
Company No. I; and
(4) That the company Jubilant Life Sciences Limited .Amalgamated Company /
Transferor Company / Petitioner Company No. I do without further application allot
to such members of the company, Pace Marketing Specialities Ltd. -Amalgamated
Company No. 2 / Petitioner Company No. III as per Section II, Part C, Clause
5.4 of the Scheme of Amalgamation and Demerger, the shares in the company
Jubilant LifeSciences Limited to which they are entitled undor the said Scheme of
Amalgamation and Demerger, and

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THIS COURT DOTH FURTHER ORDER IN RESPECT OF DEMERGER OF AGRI

PRODUCTS, PERFORMANCE POLYMERS AND IMFL BUSINESS [together called
the Demerged Undertakings] OF JUBILANT LlFE'SCINECES LIMITED TO JUBILANT
,INDUSTRIES LIMITED WITH EFFECT FROM DEMERGER APPOINTED DATE
(Before commencement of business on April 1, 2010)
(5) That all the property, rights and powers of the company Jubilant Life Sciences
Limited - Amalgamated Company I Transferor Company / Petitioner Company
No. I, pertaining to its Demerged Undertakings, specified in the Vllth, Vilith
and IXth parts of the Schedule hereto and all other property, rights and powers
of the company Jubilant Ufe Sciences Limited - Amalgamated Company I
Transferor Company I Petitioner Company No. I, be transferred without further
act or deed to the company and accordingly the same shall pursuant to section
394(2) of the Companies Act, 1956, be transferred to and vest in the company
Jubilant Industries Limited Transferee Company / Petitioner Company No.
IV, therein but subject nevertheless to all charges now affecting the same; and
(6) That all the liabilities and duties of the company JUbilant Life Sciences Limited
- Amalgamated Company / Transferor Company / Petitioner Company No. I,
pertaining to its Demerged Undertakings, be transferred without further act
or deed to the company Jubilant Industries Limited - Transferee Company /
Petitioner Company No. IV, and accordingly the same shall pursuant to section
394(2) of the Companies Act, 1956 be transferred to and become the liabilities
and duties of the company Jubilant Industries Limited - Transferree Company
/ Petitioner No. IV; and
(7) That all proceedings now pending by or against the company Jubilant Life
Sciences Limited - Amalgamated Company / Transferor Company / Petitioner
Company No. I, pertaining to its Demerged Undertakings, be continued by
or against the company Jubilant Industries Limited
Transferee Company 1
Petitioner Company No. IV; and
(8) That the companies Jubilant Life Sciences Limited -Amalgamated Company /
Transferor Company IPetitioner Company No. I, Specialty Molecules Limited
Amalgamating Company No.1 / Petitioner Company No II and Pace Marketing
Specialities Limited - Amalgamating Company No. 2 1 Petitioner Company
No. III do within 14 days after the date of this order cause a certified copy of
this order to be delivered to the Registrar of Companies for registration and
on such certified copy being so delivered the Speciality Molecules Limited
-Amalgamating Company No. 11 Petitioner Company No. II and Pace Marketing
Specialities Limited - Amalgamating Company No. 2/ Petitioner Company No.
III shall be dissolved; and
(9) That the concerned Registrar of Companies shall place all documents relating
to the companies Speciality Molecules Limited - Amalgamating Company
No. 1 / Petitioner Company No. II and Pace Marketing Specialities Limited
Amalgamating Company No. 2/ Petitioner Company No.1I1 and registered with
him on the file kept by him in relation to the company Jubilant Life Sciences
Limited -Amalgamated Company 1Transferor Company / Petitioner Company
No. I and the files relating to the said companies shall be consolidated
accordingly; and
(1 O)That any person interested shall be at liberty to apply to the Court in the above
matter for any directions that may be necessary:
(11) That, a copy of the Scheme of Amalgamation and Demerger sanction by this
Court is appended hereto as Annexure -1.

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SCHEDULE:

PART-I

(Description of the freehold property, together with Buildings and other constructions

thereon of the company Molecules Limited having its registered office at Bhartiagram
Gajrula-244223, District Jyotiba Phuley Nagar, U.P. - Amalgamating Company No.1 I
Petitioner Company No. II)
NIL
PART-II

(Description of leasehold property, together with Buildings and other constructions thereon

of the company Speciality Molecules Limited having its registered office at Bhartiagram,

Gajraula-244223, District Jyotiba Phuley Nagar, U.P.-Amalgamating Company No.1 I

Petitioner Company No. II)

LOCATED AT ABERNATH, MAHARASHTRA
S.No. DETAILS OF LAND

AREA
(Square
Meters)

Leasehold Land from

Maharashtra Industrial
Development Corp. at

N-34 Add!. Ambernath

11969

Leasehold Land from

Maharashtra Industrial
Development Corp. at

B-34 Ambernath

20175

LOCATION

YEAR OF
PURCHASE

N-34
ABERNATH

2005

B-34
ABERNATH

1990

I
I

PART-III
(Description of all stocks. shares, debentures and other charges in action of company
Speciality Molecules Limited having its registered office at Bhartiagram, Gajraula - 244223,
District Jyotiba Phuley Nagar. U.P. - Amalgamating Company No.1 I Petitioner Company
No. II)
All Inventories, Capital work-in Progress, Other moveable assets including Plant & Machinery,
Vehicles, Office equipments, Furniture & Fixtures, Investments, Work in progress, Sundry
Debtors, Current Assets, Loans & Advances, Cash and sank Balances and deposits as
per books of accounts of Amalgamating Company No. 1 I Petitioner Company No. II and
the Licenses, Permits, Registrations, Rights, Privileges, Other actionable claims, Leases,
Tenancy Rights, Agency, Trade Marks, Patents, Copy Rights, Liberties, Easements and
Advantages etc.
PART-IV
(Description of the freehold property of the company Pace Marketing Specialities Limited
having its registered office at C-2 &. C-3, Site-IV, Sahibabad Industrial Area, Sahibabad,
District Ghaziabad. U.P. 201010 - Amalgamating Company No. 21 Petitioner Company
No. III)
NIL

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PART-V
(Description of leasehold property, together with Buildings and 9ther constructions thereon
of the company Pace Marketing Specialities Limited having its registered office at C2 &
C-3, Site-IV, Sahibabad Industrial Area, Sahibabad, District Ghaziabad, U.P 201010
Amalgamating Company No.2 I Petitioner Company No. III)

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Located at Sahibabad, Ghaziabad, Uttar Pradesh

S.No. Description

LOCATION

AREA
(Square
Meter)

Year of
Purchase

Leasehold
Land
(Plot
Site-IV,
C-3), At
No.
Industrial Area Sahibadad
(Ghaziabad)

3,960

SAHIBADAD

1987

Land
(Plot
Leasehold
Site-IV,
No.
C-2),
At
Industrial Area Sahibadad
(Ghaziabad)

3,960

SAHIBADAD

1994

PART -VI
(Description of all stocks, shares, debentures and other charges in action of company Pace
Marketing Specialties Limited having its registered office at C-2 & C-3, Site - IV, Sahibabad
Industrial Area, Sahibabad, District Ghaziabad, U.P. 201010 -Amalgamating Company No.
21 Petitioner Company No. III)
Details of Stocks, Shares, Debentures
I

Number

Face Value
per unit

Equity Shares Fully Paid Up

I
Voith Paper Fabrics India Ltd (Quoted)

448
Shares

Rs.10

530

Shares

Rs.10

Minerval Holding Ltd (Unquoted)

Rs. 100

Kashipur Holdings Ltd (Unquoted)

132
Shares

Investment in Mutual Fund

414,752
Units

Rs.10

LlC M~ Income Plus-Fund Daily

Dividend Plan

In addition, all Inventories, Capital work-in Progress, Other moveable assets including
Plant & Machinery, Vehicles, Office equipments, Furniture & Fixtures. Other Investments,
Work in progress, Sundry Debtors, Current Assets, Loan and Advances, Cash and Bank
Balances and deposits as per books of account of Amalgamating Company No. 2 I
Petitioner Company No. III and the Licenses, Permits, Registrations, Rights, Privileges
Other actionable claims Leases, Tenancy Rights, Agency, Trade Marks, Patents, Copy
Rights, Liberties, Easements and Advantages etc.

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PART-VII
(Description of the freehold property, together with Buildings and other constructions
. thereon of the Demerged Undertakings of the company Jubilant Life Sciences Limited,
having its registered office at Bhartiagram, Gajraula-244233. District Jyotiba Phuley Nagar,.
U.P. - Amalgamated Company 1 Transferor Company 1 Petitioner Company No. I)
S.No. Description

Year of
Purchase

AREA
(Square
Meter)

LOCATION

LAND SO MTR
22462.7511 VILLAGE
TIGARIA BHOOR 1

NAIPURA BHARTIAGRAM,

GAJ RAU LA, JYOTIBA

PHOOLAY NAGAR-UP

22462.75

BHARITAGRAM
GAJRAULA

1982

LAND SO MTR - 5998.7811

VI LLAGE-TIGARIA
BHOOR 1 BHARTIAGRAM,

GAJRAULA, JYOTIBA

PHOOLAY NAGAR-UP

5998.78

BHARITAGRAM
GAJRAULA

1982

LAND SO MTR -798.2341

VILLAGE-TIGARIA
BHOOR 1 BHARTIAGRAM,

GAJRAULA, JYOTIBA

PHOOLAY NAGAR-UP

798.23

BHARITAGRAM
GAJRAULA

1982

LAND SO MTR -153.442

VILLAGE- BHARTIAGRAM,
GAJRAULA, JYOTIBA

PHOOLAY NAGAR-UP

153.44

BHARITAGRAM
GAJRAULA

1982

GAJRAULA, UTTAR PRADESH

..

SAVLI, GUJARAT
15

FREEHOLD LAND 34657 SOR MTR,

VILLAGE SAMLAYA,

TALUKA SAVLI,

DISTRICT VADODARA,

GUJARAT

34657.00

SAMLAYA,
DISTT.

VADODARA,

GUJARAT

1997

34317.34

NIRA,
DISTPUNE,

MAHARASHTRA

2004

NIRA, MAHARASHTRA
6

LAND AT NIMBUT
VILLAGE, NIRA,
DISTRICT PUNE,

MAHARASHTRA - 8.48
ACRES

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CHITTORGRAH, RAJASTHAN

LAND AT
CHITTORGARH,
-135800 SQ. MTR,
VILLAGE SINGHPUR,
TEHSIL- KAPASAN
DISTT. CHITTORGARH
RA.JASTHAN

135800.00

VILLAGE
SINGHPUR,
TEHSIL
KAPASAN
DISTT.
CHITTORGARH
RAJASTHAN

PART-VIII

2006

(Description of leasehold property, together with Buildings and other constrJctions thereon
of the Demerged Undertakings of tho company Jubilant Life Sciences Limited, having its
registered office at Bhartiagram, Gajraula - 244233, District Jyotiba Phule Nagar, U-P.
Amalgamated Company I Transferor Company I Petitioner Company No. I)
LOCATED AT GAJRAULA, UTTAR PRADESH
: S.No. I Description

LAND LEASE HOLD -A4

UPSIDC 49160 SQ
MTR BHARTIAGRAM,
GAJRAULA, JYOTIBA
~HOOLAY NAGAR, UP

AREA
(Square
Meters)

LOCATION

49160

BHARITAGRAM
GAJRAULA

Year of
Purchase

1992

PART-IX
(Description of all stocks, shares, debentures and other charges in action of the Demerged
Undertakings of the company Jubilant Life Sciences Limited, having Its registered office
at Bhartiagram, Gajraula - 244233, District Jyotiba Phuley Nagar, U,P. -Amalgamated
Company I Transferor Company I Petitioner Company No. I)
All Inventories, Capital work-in Progress, Other moveable assets including Plant &
Machinery, Vehicles, Office equipments, Furniture & Fixtures, Investments, Work in
progress, Sundry Debtors, Current Assets, Loans & Advances, Cash and Bank Balances
and deposits as per books of accounts of Amalgamated Company I Transferor Company I
Petitioner Company No.1 pertaining to its Demerged Undertakings and the Licenses,
Permits, Registrations, Rights, Privileges, Other actionable claims, Leases, Tenancy
Rights, Agency, Trade Marks, Patents, Copy Rights, Liberties, Easements and Advantages
etc. pertaining to its Demerged Undertakings.
Dated this ......... day of October, 2010

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SCHEME OF AMALGAMATION AND DEMERGER

AMONG

JUBILANT ORGANOSYS LIMITED

AND

SPECIALIl"Y MOLECULES LIMITED

AND

PACE MARKETING SPECIALITIES LIMITED

AND

JUBILANT INDUSTRIES LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS & CREDITORS

TABLE OF CONTENTS

SeCTION I
Part A deals with the Rationale, Definitions and Share Capital.
Part B deals with the amalgamation of the Amalgamating Company NO.1 (as defined hereinafter) with
the Amalgamated Company (as defined hereinafter) in accordance with Section 2 (1 B) of the Income
Tax Act, 1961 and Sections 391 to 394 of the Act (as defined hereinafter).
Part C deals with the issue of shares and accounting treatment in the books of the Amalgamated
Company.
SECTION II
Part A deals with the Rationale, Definitions and Share Capital.
Part B deals with the amalgamation of the Amalgamating Company No.2 (as defined hereinafter) with
the Amalgamated Company (as defined hereinafter) in accordance with Section 2 (1B) of the Income
Tax Act, 1961 and Sections 391 to 394 of the Act (as defined hereinafter).
Part C deals with the issue of shares and accounting treatment in the books of the Amalgamated
Company.
SECTION III
Part A deals with the Rationale, Definitions and Share Capital.
Part B deals with the Demerger (as defined in Section 2 (19AA) of the Income Tax Act, 1961, as
amended) ofthe Demerged Undertaking (as defined hereinafter) of the Transferor Company (as defined
hereinafter) and vesting thereof with the Transferee Company (as defined hereinafter).
Part C deals with the issue of shares and accounting treatment in the books of the Transferee Company.
SECTION IV
Section IV deals with the general terms and conditions applicable to Section I, Section II and Section III
Schedules

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SECTION I

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AMALGAMATION OF SPECIALITY MOLECULES LIMITED WITH

JUBILANT ORGANOSYS LIMITED
PART A

WHEREAS:

A.

Speciality Molecules Limited ("Amalgamating Company No.1") is an existing company incorporated under the Act (as defined
hereinafter), and has its registered office at Bhartiagram, Gajraula - 244223, District Jyotiba Phoolay Nagar, Uttar Pradesh, India.
The Amalgamating Company No, 1 is engaged in the business of ciAvAlnpino, m!'lnllf!'lr.tllrina !'lnn selling of specialty intermediaries
which include primarily pyridine derivatives used in the pharmaceuticals & life sciences industry. The Amalgamating Company No.
1 is a wholly owned subsidiary of the Amalgamated Company.

B.

Jubilant Organosys Limited ("Amalgamated Company") is an existing company incorporated under the Act (as defined
hereinafter) and has its registered office at Bhartiagram, Gajraula - 244223, District Jyotiba Phoolay Nagar, Uttar Pradesh, India.
The Amalgamated Company is engaged in the life sciences, polymers and fertilizers businesses. The Amalgamated Company is
listed on the Stock Exchanges (as defined hereinafter).
.

r:.

In t8rms of this Section I of this Scheme (as dafinedhereinafter), it ie now propoGod, intor alia, to amalgamate the Amalgamating
Company No. 1 into and with the Amalgamated Company pursuant to and under Sections 391 to 394 of the Act (as defined
hereinafter) and the relevant provisions made thereunder, in the manner provided for in the Scheme.

D.

The amalgamation of the Amalgamating Company No.1 with the Amalgamated Company, pursuant to and in accordance with this
Scheme, shall be in accordance with Section 2 (1 B) of the Income Tax Act, 1961.

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Rationale:
This Section I of the Scheme seeks to consolidate the business of the Amalgamating Company No.1 with the Amalgamated Company
through this Scheme.
Such consolidation of the Amalgamating Company No.1 with the Amalgamated Company is in the interests of the shareholders, creditors
and employees of the Amalgamating Company No.1 and the Amalgamated Company, as it would result in increased managerial and
operational efficiencies, synergistic integration of businesses presently being carried on by the Amalgamating Company No.1 and the
Amalgamated Company and is necessitated in view of funding requirements for the proposed capacity expansion of the Amalgamated
Company.
.
1.

DEFINITIONS
For the purposes of Section I of this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall
have the meaning as mentioned herein below:
(a) "Act" means the Companies Act, 1956 (Act No.1 of 1956), as amended.
(b) "Amalgamated Company" means Jubilant Organosys Limited
(c) "Amalgamating Company No.1" means Speciality Molecules Limited, a company incorporated under the Act and having
its registered office at Bhartiagram, Gajraula 244223, District Jyotiba Phoolay Nagar, Uttar Pradesh, India. and includes:
(i)

All assets, whether moveable or immoveable including all rights, title, interest, covenant, undertakings, of the
Amalgamating Company No.1, in the same. The immoveable assets are more particularly listed in Schedule 1;

(ii) all investments, loans and advances, including accrued interest thereon, of the Amalgamating Company No.1;
(iii) all debts, borrowings and liabilities, whether present or future, whether secured or unsecured, of the Amalgamating
Company No.1;
(iv) all permits, rights, entitlements, licenses, approvals, clearances, tenancies, offices, taxes, tax credits (including but
not limited to credits in respect of income tax, sales tax, value added tax, turnover tax, excise duty, service tax,
minimum alternate tax credit, etc), trademarks, service marks, privileges and benefits of all contracts, agreements and
all other rights including lease rights, licenses, powers and facilities of every kind and description whatsoever of the
Amalgamating Company No.1;
(v) all employees of the Amalgamating Company No.1;
(vi) all earnest monies and/or security deposits, payment against warrants or other entitlements of the Amalgamating
Company No.1; and
(vii) all books, record files, papers, computer programs, engineering and prooess information, manuals, data, catalogues,
quotations, websites, sales and advertising material, list of present and former customers, customer credit informations,
customer pricing information, and other records whether in physical form or electronic form in connection with or
relating to the Amalgamating Company NO.1.
(d) "Amalgamation Appointed Date" means close of business on March 31, 2010, the date with effect from which Section
I and Section II of this Scheme shall be deemed to be effective, in the manner described in Clause 1.8 of Section IV of
the Scheme.
(e) "Court" means the Hon'ble High Court of Judicature at Allahabad, Uttar Pradesh and shall include, if applicable, a
reference to tile National CUlI1jJallY Law TritJurlal or such other forum or authority as may be vested with any of the
powers of a High Court under the Act.
(f)

"Effective Date" means the date on which the last of the approvals in Clause 1.3 of Section IV of the Scheme are
obtained and the Scheme made effective with effect from, the Amalgamation Appointed Date, in respect of amalgamation
of the Amalgamating Company No. 1 with the Amalgamated Company in terms of Section I of this Scheme and the
amalgamation of Amalgamating Company No.2 with the Amalgamated Company in terms of Section II of this Scheme

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and the Demerger Appointed Date, in respect of the demerger and vesting of the Demerged Undertaking with the
Transferee Company in terms of Section III of this Scheme.
(g) "Scheme" means Sections I, II, III and IV of this scheme of amalgamation and de merger involving, the amalgamation
of the Amalgamating Company No. 1 and Amalgamating Company No.2 (as defined in Section II of the Scheme)
with the Amalgamated Company and the demerger and vesting of the Demerged Undertaking with the Transferee
Company (as defined in Section III of this Scheme).
The expressions, which are used in the Scheme and not defined herein shall, unless repugnant or contrary to the context or
meaning thereof, have the same meaning ascribed to them under the Act, the Income-tax Act, 1961, the Securities Contracts
(Regulation) Act, 1956, the Securities and Exchange Board of India Act, 1992 (including the regulations made thereunder),
the Depositories Act, 1996 and other applicable laws, rules, regulations, by-laws, as the case may be, including any statutory
modification or re-enactment thereof, from time to time.
2.

SHARE CAPITAL
2.1 The share capital of Amalgamating Company No.1, as on June 30, 2010, is as under:
Amount in Rupees

Share Capital
Authorized capital
10,000,000 equity shares of Rs. 10 each
Total
Issued and paid-up share capital
580,000 equity shares of Rs. 10 each
Total
2.2

100,000,000
100,000,000
5,800,000
5,800,000

The share capital of the Amalgamated Company, as on June 30, 2010, is as under:
Amount in Rupees

Share Capital
Authorized capital
550,000,000 equity shares of Re. 1 each
Total
Issued and subscribed capital
158,811,775 equity shares of Re 1 each
Total
Paid up share capital
158,779,775 equity shares of Re 1 each
Add: equity shares forfeited (paid up)
Total

550,000,000

550,000,000
158,811,775

158,811,775
1q8,779,775
16,000

158,795,775
PARTB

3.

AMALGAMATION OF THE AMALGAMATING COMPANY No.1 WITH THE AMALGAMATED COMPANY

3.1 Subject to the provisions of the Scheme in relation to the modalities of amalgamation upon the Section I of the Scheme
becoming effective on the Effective Date, the Amalgamating Company No. 1 shall amalgamate into the Amalgamated
Company, without any further act or deed, and by virtue of the order passed by the Court, in the following manner:
(a) Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation Appointed Date, the
Amalgamating Company No.1 shall stand amalgamated into the Amalgamated Company without any further deed
or act, together with all its properties, assets, investments, rights, benefits and interests therein, subject to existing
charges thereon in favour of banks and financial institutions, as the case may be. Without prejudice to the generality of
the above, in particular, the Amalgamating Company No.1 shall stand amalgamated with the Amalgamated Company
in the manner described in sub-paragraphs (b) - (m) below.
(b) Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation Appointed Date,
all immovable property (including land, buildings and any other immovable property) of the Amalgamating Company
NO.1, whether freehold or leasehold, and any documents of title, rights and easements in relation thereto, shall
stand vested in the Amalgamated Company, without any act or deed done by the Amalgamating Company No.1 or
the Amalgamated Company, and without any approval or acknowledgement of any third party. With effect from the
Amalgamation Appointed Date, the Amalgamated Company shall be entitled to exercise all rights and privileges and be
liable to pay all taxes and charges, and fulfill all obligations, in relation to or applicable to such immovable properties.
The mutation/ substitution of the title to such immovable properties shall be made and duly recorded in the name of
the Amalgamated Company by the appropriate authorities pursuant to the sanction of the Scheme by the Court and
the Scheme becoming effective in accordance with the terms hereof. The Amalgamating Company No.1 shall take
all steps as may be necessary to ensure that lawful, peaceful and unencumbered possession, right, title, interest of its
immovable property is given to the Amalgamated Company.
(c) Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation Appointed Date,
all the assets of the Amalgamating Company No. 1 as are movable in nature or are otherwise capable of transfer
by manual delivery or by endorsement and delivery, shall stand vested in the Amalgamated Compahy, and shall
become the property and an integral part of the Amalgamated Company. The vesting pursuant to this sub-clause shall
be deemed to have occurred by manual delivery or endorsement and delivery, as appropriate to the property being
vested, and the title to such property shall be deemed to have transferred and vested accordingly. No stamp duty
shall be payable on the transfer of such movable properties (including shares and other investments, which are in

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dematerialised form) upon its transfer and vesting in Amalgamated Company.

(d) Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation Appointed Date, all
sundry debts, outstanding loans and advances, if any, relating to the Amalgamating Company No.1, recoverable in
cash or in kind or for value to be received, bank balances and deposits, if any with govemment, semi-government, local
and other authorities and bodies, customers and other persons shall without any act, instrument or deed become the
property of the Amalgamated Company.
(e) Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation Appointed Date, 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 sheet of the Amalgamating Company No.1, shall become and be deemed
to be the debts, liabilities, contingent liabilities, duties and obligations of the Amalgamated Company. If any lender of
the Amalgamating Company No.1 requires satisfaction of the charge over the Amalgamating Company's properties
and recordal of a new charge with the Amalgamated Company, the Amalgamated Company shall for good order and
for statistical purposes, file appropriate forms with the Registrar of Companies, Uttar Pradesh and Uttarakhand, as
accompanied by the sanction order or a certified copy thereof and any deed of modification or novation executed by
the Amalgamated Company.
(f)

Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation AppOinted Date,
all incorporeal or intangible property of the Amalgamating Company No.1, shall stand vested in the Amalgamated
Company and shall become the property and an integral part of the Amalgamated Company, without any act or deed
done by the Amalgamating Company No 1 or the Amalgamated Company.

(g) Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation AppOinted Date,
all letters of intent, contracts, deeds, bonds, agreements, insurance pOliCies, guarantees and indemnities, schemes,
arrangementR and other inRtruments of whatsoever nature of the AmRI(JRmRtino GomrRny No 1 to whir.h thp.
Amalgamating Company No.1 is a party or to the benefit of which the Amalgamating Company No.1 may be eligible,
shall be in full force and effect against or in favour of the Amalgamated Company and may be enforced as fully and
effectually as if, instead of the Amalgamating Company No.1, the Amalgamated Company had been a party or
beneficiary or obligee thereto.
(h) Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation Appointed Date, all
licenses and registrations including relating to trademarks, tenancies, privileges, powers, facilities of every kind and
description of whatsoever nature of the Amalgamating Company No.1 to which the Amalgamating Company No.1
is a party or to the benefit of which the Amalgamating Company No.1 may be eligible, shall be enforceable as fully
and effectually as if, instead of the Amalgamating Company No.1, the Amalgamated Company had been a party or
beneficiary or obligee thereto.

(i)

Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation Appointed Date,
any statutory licenses, no-objection certificates, permiSSions, registrations, approvals, consents, permits, quotas,
entitlements or rights required to carry on the operations of the Amalgamating Company No. 1 or granted to the
Amalgamating Company No.1 shall stand vested in or transferred to the Amalgamated Company, without any further
act or deed, and shall be appropriately transferred or assigned by the statutory authorities concerned herewith in favour
of the Amalgamated Company upon vesting of the Amalgamating Company's businesses pursuant to this Scheme.
The benefit of all statutory and regulatory permissions, environmental approvals and consents including statutory
licenses, permissions or approvals or consents required to carry on the operations of the Amalgamating Company No.
1 shall vest in and become available to the Amalgamated Company pursuant to this Scheme.

(j)

Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation AppOinted Date, the
Amalgamated Company shall bear the burden and the benefits of any legal, tax or other proceedings initiated by or
against the Amalgamating Company NO.1.
If any suit, appeal or other proceeding of whatever nature by or against the Amalgamating Company No.1 be pending,
the same shall not abate, be discontinued or in any way be prejudicially affected by reason of the amalgamation
of the Amalgamating Company No. 1 with the Amalgamated Company or of anything contained in this Scheme
but the proceedings may be continued, prosecuted and enforced by or against the Amalgamated Company in the
same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or
against the Amalgamating Company as if this Scheme had not been made. Upon the Scheme becoming effective, the
Amalgamated Company undertakes to have such legal or other proceedings initiated by or against the Amalgamating
Company No.1, transferred in its name and to have the same continued, prosecuted and enforced by or against the
Amalgamated Company to the exclusion of the Amalgamating Company No.1. The Amalgamated Company also
undertakes to handle all legal or other proceedings which may be initiated against the Amalgamating Company No.
1 after the Effective Date in respect of the period up to the Effective Date, in its own name and account and further
undertakes to pay all amounts including interest, penalties, damages, etc.

(k) Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation AppOinted Date,
all persons that were employed in the Amalgamating Company No. 1 immediately before such' date shall become
employees of the Amalgamated Company with the benefit of continuity of service on the same terms and conditions as
were applicable to such employees immediately prior to such transfer and without any break or interruption in service.
It is clarified that such employees of the Amalgamating Company No. 1 that become employees of the Amalgamated
Company by virtue of this Scheme, shall continue to be governed by the terms of employment as were applicable to
them immediately before such transfer and shall not be entitled to be governed by employment poliCies, and shall not
be entitled to avail of any benefits under any scheme or settlement or otherwise that are applicable and available to
any other employees of the Amalgamated Company, unless and otherwise so stated by the Amalgamated Company
in writing in respect of all employees, class of employees or any particular employee. The Amalgamated Company
undertakes to continue to abide by any agreement! settlement, if any, entered into by the Amalgamating Company

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No.1 in respect of such employees with their respective employees/ employee unions. 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 the Amalgamating Company No.1, upon occurrence of the Effective Date and with effect from the
Amalgamation Appointed Date, the Amalgamated Company shall stand SUbstituted for the Amalgamating Company
No.1, 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
benefits, gratuity benefits and superannuation benefits or any other special benefits or obligation, if any, created by
the Amalgamating Company No.1 for its employees being transferred to the Amalgamated Company pursuant to this
Scheme shall be continued by the Amalgamated Company for the benefit of such employees, on the same terms and
conditions. It is the aim and intent of the Scheme that all the rights, duties, powers and obligations of the Amalgamating
Company No.1 in relation to such schemes or benefits shall become those of the Amalgamated Company. Further,
upon the Scheme coming into effect on the Effective Date and with effectfrom the Amalgamation Appointed Date, any
prosecution or disciplinary action initiated, pending or contemplated against and any penally imposed in this regard
on any employee by the Amalgamating Company No. 1 shall be continued/continue to operate against the relevant
employee and shall be enforced effectively by the Amalgamated Company.

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(I)

Upon the Section I of the Scheme coming into effect on the Effective Date and with effect from the Amalgamation
Appointed Date, all taxes payable by the Amalgamating Company No. 1 including all advance tax payments, tax
deducted at source, tax liabilities or any refunds and claims shall be treated as the advance tax payments, tax deducted
at source, tax liabilities or refunds! claims as the case may be of the Amalgamated Company. Upon the Bcheme
coming into effect on the Effective Date and with effect from the Amalgamation Appointed Date, all existing and future
incentives, un-availed credits and exemptions, benefit of carried forward losses and other statutory benefits, including
in respect of income tax (including Minimum Altemative Tax). excise (including Modvat ! Cenvat), customs, value
added tax, sales tax, service tax etc to which Amalgamating Company No.1 is entitled to shall be available to and vest
in the Amalgamated Company.

(m) Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation Appointed date, the
Amalgamated Company shall be entitled to filelrevise its statutory retums and related tax payment certificates and to
claim refunds and advance tax credits as may be required consequent to the implementation of the Scheme.
(n) With effect from the Amalgamation Appointed Date and upto and including the Effective Date:
(i)

The Amalgamating Company No.1 shall carry on and be deemed to have been carrying on all the business and
activities and shall hold and stand possessed of and shall be deemed to have held and stood possessed of all its
assets, for and on behalf of and in trust for the Amalgamated Company in the ordinary course of its business.

(Ii) All profits accruing to the Amalgamating Company No 1 and all taxes thereof or losses arising or incurred by
it shall, for all purposes, be treated as the profits, taxes or losses as the case may be, of the Amalgamated
Company.

PARTC
5.

REORGANISATION OF SHARE CAPITAL; ACCOUNTING TREATMENT

5.1 Upon the Scheme coming into effect on the Effective Date, the authorized share capital of the Amalgamated Company of Rs.
550,000,000 divided into 550,000,000 equity shares of Re. 1/- each, in terms of Clause V of its Memorandum of Association
shall stand enhanced to the extent of, the authorized share capital of Amalgamating Company No.1 in terms of Clause V
of its Memorandum of Association, by Rs. 100,000,000 divided into 100,000,000 equity shares of Re. 1/- each, without any
liability for payment of any additional fees or stamp duty.
5.2 It is hereby clarified that for the purposes of Clause 5.1 above, the consent of the shareholders of the Amalgamated Company
to this Scheme shall be deemed to be sufficient for the purposes of effecting amendment in the authorized share capital of the
Amalgamated Company and that no further resolution under Section 16 and Section 94 or any other applicable provisions of
the Act, would required to be separately passed by the Amalgamated Company nor any additional filing fee, registration fee,
stamp duty etc be payable by the Amalgamated Company since appropriate filing fee, registration fee, stamp duty etc have
already been paid by Amalgamating Company No.1.
5.3 The Amalgamated Company !;leneficially o.wns 100% of the issued and paid-up equity share capital o.f the Amalgamating
Company No.1. The Amalgamating Company No.1 is, therefore, a wholly owned subsidiary of the Amalgamated Company.
As the Amalgamated Company beneficially owns the entire equity share capital of the Amalgamating Company No.1 and as
it cannot hold its own eqUity shares, upon the Scheme beco.ming effective and upon the amalgamatio.n of the Amalgamating
Company No.1 with the Amalgamated Company, no. equity shares shall be issued by the Amalgamated Company and the
existing equity shares held by the Amalgamated Company in the Amalgamating Company No.. 1 shall be deemed to have
been cancelled.
5.4 Pursuant to the Scheme, the Amalgamated Company shall account for the amalgamation in its books of acco.unts in
accordance with the purchase price method of accounting specified under Accounting Standard 14: Acco.unting for
Amalgamations incorpo.rated in Companies (Accounting Standards) Rules, 2006 issued by the Ministry of Company Affairs,
Govemment of India. The accounting treatment will be as under:
(a) All assets and liabilities as on the Amalgamation Appointed Date, recorded in the books of the Amalgamating Company
No.1 shall be recorded in books of accounts by the Amalgamated Company at fair value;
(b) The share capital issued by the Amalgamating Company No.1 and held by the Amalgamated Company shall be
cancelled and consequently the corresponding investment appearing in the books of account of Amalgamated
Company shall be removed from its books;
(c) Pursuant to the amalgamation, the net fair value of assets of the Amalgamated Company as adjusted for value of

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investment held in Amalgamating Company No.1 shall be recorded as capital reserve, in the books of the Amalgamated
Company.
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5.5 The Amalgamated Company shall record in its books of account, all transactions of the Amalgamating Company No. 1 in
respect of assets, liabilities, income and expenses, from the Amalgamation Appointed Date to the Effective Date. Any inter
company payables and receivables between the Amalgamating Company No.1 and the Amalgamated Company shall be
cancelled and the Amalgamated Company shall accordingly not record any of such payables and receivables in its books.
5.6 Notwithstanding the above, the board of directors of the Amalgamated Company, in consultation with its statutory auditors,
is authorized to account any of the balances in any other manner, if such accounting treatment is considered more
appropriate.
5.7 The opening reference balance sheet of the Amalgamated Company as of the Amalgamation Appointed Date, duly certified,
giving effect to Sections I and II of this Scheme, is annexed as Schedule 2.

SECTION II
AMALGAMATION OF PACE MARKETING SPECIALITIES LIMITED WITH
JUBILANT ORGANOSVS LIMITED
PART A
WHEREAS:
A.

Pace Marketing Specialities limited ("Amalgamating Company No.2") is an existing company incorporated under the Act (as
defined hereinafter), and has its registered office at C- 2 & C-3, Site IV, Sahibabad Industrial Area, Sahibabad, District Ghaziabad,
Uttar Pradesh 201010, India. The Amalgamating Company is engaged in the business of contract manufacturing of adhesives.

B.

Jubilant Organosys Limited ("Amalgamated Company") is an existing company incorporated under the Act and has its
registered office at Bhartiagram, Gajraula 244223, District Jyotiba Phoolay Nagar, Uttar Pradesh, India. The Amalgamated
Company is engaged in the life sciences, polymers and fertilizers businesses. The Amalgamated Company is listed on the Stock
Exchanges (as defined hereinafter).

C.

In terms of this Section II of this Scheme (as defined hereinafter), it is now proposed, inter alia, to merge/amalgamate the
Amalgamating Company No.2 into and with the Amalgamated Company pursuant to and under Sections 391 to 394 of the Act (as
defined hereinafter) and the relevant provisions made thereunder, in the manner provided for in the Scheme.

D.

The amalgamation of the Amalgamating Company No.2 with the Amalgamated Company, pursuant to and in accordance with this
Scheme, shall be in accordance with Section 2 (1 B) of the Income Tax Act, 1961.

Rationale:

This Section II of the Scheme seeks to consolidate the business of the Amalgamating Company No.2 with the Amalgamated Company

through this Scheme.

Such consolidation of the Amalgamating Company No. 2 with the Amalgamated Company is in the interests of the shareholders',
creditors and employees of the Amalgamating Company No.2 and the Amalgamated Company, as it would result in better capacity
utilisation along with increased managerial and operational efficiencies and synergistic integration of businesses presently being carried
on by the Amalgamating Company No.2 and the Amalgamated Company.
1.

DEFINITIONS
For the purposes of Section II of this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall
have the meaning as mentioned herein below:
(a) "Act" means the Companies Act, 1956 (Act No.1 of 1956), as amended.
(b) "Amalgamated Company" means Jubilant Organosys Limited.
(c) "Amalgamating Company No.2" means Pace Marketing Specialities Limited, a company incorporated under the Act and
having its registered office at C- 2 & C3, Site IV, Sahibabad Industrial Area, Sahibabad, District Ghaziabad, Uttar Pradesh
201010, India and includes:
(i)

All assets, whether moveable or immoveabl, including all rights, title, interest, covenant, undertakings, of the
Amalgamating Company No.2, in the same. The immoveable assets are more particularly listed in Schedule 3;

(ii) all investments, loans and advances, including accrued interest thereon, of the Amalgamating Company No.2;
(iii) all debts, borrowings and liabilities, whether present or future, whether secured or unsecured, of the Amalgamating
Company No.2;
(iv) all permits, rights, entitlements, licenses, approvals, clearances, tenancies, offices, taxes, tax credits (including but
not limited to credits in respect of income tax, sales tax, value added tax, turnover tax, excise duty, service tax,
minimum alternate tax credit, etc), trademarks, service marks, privileges and benefits of all contracts, agreements and
all other. rights including lease rights, licenses, powers and facilities of every kind and description whatsoever of the
Amalgamating Company No.2;
(v) all employees of the Amalgamating Company No.2;
(vi) all earnest monies and/or security deposits, payment against warrants or other entitlements of the Amalgamating
Company No.2; and
(vii) all books, record files, papers, computer programs, engineering and process information, manuals, data, catalogues,
quotations, websites, sales and advertising material, list of present and former customers, customer credit informations,
customer pricing information, and other records whether in phySical form or electronic form in connection with or
relating to the Amalgamating Company NO.2.

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(d) "Amalgamation Appointed Date" means close of business on March 31, 2010, the date with effect from which Section I
and Section II of this Scheme shall be deemed to be effective, in the manner described in Clause 1.8 of Section IV of the
Scheme.
(d) "Amalgamation Record Date" shall have the meaning ascribed to it in Clause 5.3 of this Section II of the Scheme.
(e)

"Court" meano the Hon'ble High Court of Judioaturo at Allahabad, Uttar Pradooh and shall includo, if applicablo, a reforence
to the National Company Law Tribunal or such other forum or authority as may be vested with any of the powers of a High
Court under the Act.

(f)

"Effective Date" means the date on which the last of the approvals in Clause 1.3 of Section IV of the Scheme are obtained
and the Scheme made effective with effoct from, tho Amalgamation Appointod Dato, in rospoct of amalgamation of the
Amalgamating Company No. 1 and Amalgamation Company No.2 with the Amalgamated Company in terms of Section I
and Section II of this Scheme respectively and the Demerger Appointed Date, in respect of the demerger and vesting of the
Demerged Undertaking with the Transferee Company in terms of Section III of this Scheme.

(g) "Scheme" means Sections I, II, III and IV of this scheme of amalgamation and demerger involving, the amalgamation of the
Amalgamating Company No.1 and Amalgamating Company No.2 with the Amalgamated Company and the demerger and
vesting of the Demerged Undertaking with the Transferee Company (as defined in Section III of this Scheme).
(h) "Stock Exchanges" shall mean the Bombay Stock Exchange limited ("BSE") and the National Stock Exchange of India
Limited ("NSE")
The expressions, which are used in the Scheme and not defined herein shall, unless repugnant or contrary to the context or
meaning thereof, have the same meaning ascribed to them under the Act, the Income-tax Act, 1961, the Securities Contracts
(Regulation) Act, 1956, the Securities and Exchange Board of India Act, 1992 (including the regulations made thereunder),
the Depositories Act, 1996 and other applicable laws, rules, regulations, by-laws, as the case may be, including any statutory
modification or re-enactment thereof, from time to time.
2.

SHARE CAPITAL
2.1 The share capital of Amalgamating Company No.2, as on June 30, 2010, is as under:
Amount in Rupees

Share Capital
Authorized capital
500,000 equity shares of Rs. 10 each
Total
Issued and paid-up share capital
202,000 equity shares of Rs. 10 each
Total
2.2

5,000,000
5,000,000
2,020,000
2,020,000

The share capital of the Amalgamated Company, as on June 30, 2010, is as under:
Amount in Rupees

Share Capital
Authorized capital
550,000,000 equity shares of Re. 1 each
Total
Issued and subscribed capital
158,811,775 equity shares of Re 1 each
Total
Paid up share'capital
158,779,775 equity shares of Re 1 each
Add: equity shares forfeited (paid up)
Total

550,000,000
550,000,000
158,811,775
158,811,775
158,779,775
16,000
158,795,775
PARTB

3.

AMALGAMATION OF THE AMALGAMATING COMPANY No.2 WITH THE AMALGAMATED COMPANY

3.1 Subject to the provisions of the Scheme in relation to the modalities of amalgamation upon the Section II of the Scheme
becoming effective on the Effective Date, the Amalgamating Company No.2 shall amalgamate into, the Amalgamated
Company, without any further act or deed, and by virtue of the order passed by the Court, in the following manner:
(a) Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation Appointed Date, the
Amalgamating Company No. 2 shall stand amalgamated into the Amalgamated Company without any further deed
or act, together with all its properties, assets, investments, rights, benefits and interests therein, subject to existing
charges thereon in favour of banks and financial institutions, as the case may be. Without prejudice to the generality of
the above, in particular, the Amalgamating Company No.2 shall stand amalgamated with the Amalgamated Company
in the manner described in sub-paragraphs (b) - (m) below.
(b) Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation Appointed Date,
all immovable property (including land, buildings and any other immovable property) of the Amalgamating Company
NO.2, whether freehold or leasehold, and any documents of title, rights and easements In relation thereto, shall
stand vested in the Amalgamated Company, without any act or deed done by the Amalgamating Company No.2 or
the Amalgamated Company, and without any approval or acknowledgement of any third party. With effect from the
Amalgamation Appointed Date, the Amalgamated Company No.2 shall be entitled to exercise all rights and privileges
and be liable to pay all taxes and charges, and fulfill all obligations, in relation to or applicable to such immovable

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properties. The mutationi substitution of the title to such immovable properties shall be made and duly recorded in
the name of the Amalgamated Company by the appropriate authorities pursuant to the sanction of the Scheme by the
Court and the Scheme becoming effective in accordance with the terms hereof. The Amalgamating Company No.2
shall take all steps as may be necessary to ensure that lawful, peaceful and unencumbered possession, right, titie,
interest of its immovable property is given to the Amalgamated Company.
(c) Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation Appointed Date,
all the assets of the Amalgamating Company No.2 as are movable in nature or are otherwise capable of transfer
by manual delivery or by endorsement and delivery, shall stand vested in the Amalgamated Company, and shall
become the property and on integral part of tho Amalgamated Company. The vesting pursuant to this sub-clause shall
be deemed to have occurred by manual delivery or endorsement and delivery, as appropriate to the property being
vested, and the title to such property shall be deemed to have transferred and vested accordingly. No stamp duty
shall be payable on the transfer of such movable properties (including shares and other investments, which are in
dematerialised form) upon its transfer and vesting in Amalgamated Company.
(d) Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation Appointed Date, all
sundry debts, outstanding loans and advances, if any, relating to the Amalgamating Company No.2, 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 shall without any act, instrument or deed become the
property of the Amalgamated Company.
(e) Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation Appointed Date, 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 sheet of the Amalgamating Company No.2, shall become and be deemed
to be the debts, liabilities, contingent liabilities, duties and obligations of the Amalgamated Company. If any lender of
the Amalgamating Company No.2 requires satisfaction of the charge over the Amalgamating Company's properties
and recordal of a new charge with the Amalgamated Company, the Amalgamated Company shall for good order and
for statistical purposes, file appropriate forms with the Registrar of Companies, Uttar Pradesh and Uttarakhand, as
accompanied by the sanction order or a certified copy thereof and any deed of modification or novation executed by
the Amalgamated Company.
(f)

Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation Appointed Date,
all incorporeal or intangible property of the Amalgamating Company No.2, shall stand vested in the Amalgamated
Company and shall become the property and an integral part of the Amalgamated Company, without any act or deed
done by the Amalgamating Company No.2 or the Amalgamated Company.
(g) Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation AppOinted Date,
all letters of intent, contracts, deeds, bonds, agreements, insurance policies, guarantees and indemnities, schemes,
arrangements and other instruments of whatsoever nature of the Amalgamating Company No. 2 to which the
Amalgamating Company No.2 is a party or to the benefit of which the Amalgamating Company No.2 may be eligible,
shall be in full force and effect against or in favour of the Amalgamated Company and may be enforced as fully and
effectually as if, instead of the Amalgamating Company No.2, the Amalgamated Company had been a party or .
beneficiary or obligee thereto.
(h) Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation Appointed Date, all
licenses and registrations including relating to trademarks, tenancies, privileges, powers, facilities of every kind and
description of whatsoever nature of the Amalgamating Company No.2 to which the Amalgamating Company No.2
is a party or to the benefit of which the Amalgamating Company No.2 may be eligible, shall be enforceable as fully
and effectually as if, instead of the Amalgamating Company No.2, the Amalgamated Company had been a party or
beneficiary or obligee thereto.
(I) Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation Appointed Date,
any statutory licenses, no~objection certificates, permissions, registrations, approvals, consents, permits, quotas,
entitlements or rights required to carry on the operations of the Amalgamating Company No. 2 or granted to the
Amalgamating Company No.2 shall stand vested in or transferred to the Amalgamated Company, without any further
act or deed, and shall be appropriately transferred or assigned by the statutory authorities concerned herewith in
favour of the Amalgamated Company upon vesting of the Amalgamating Company No.2 's businesses pursuant to
this Scheme. The benefit of all statutory and regulatory permissions, environmental approvals and consents including
statutory licenses, permissions or approvals or consents required to carry on the operations of the Amalgamating
Company No.2 shall vest in and become available to the Amalgamated Company pursuant to this Scheme.
(j) Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation Appointed Date, the
Amalgamated Company shall bear the burden and the benefits of any legal, tax or other proceedings initiated by or
against the Amalgamating Company No.2.
If any suit, appeal or other proceeding of whatever nature by or against the Amalgamating Company NO.2 be pending,
the same shall not abate, be discontinued or in any way be prejudicially affected by reason of .the amalgamation of
the Amalgamating Company No.2 with the Amalgamated Company or of anything contained in this Scheme but
the proceedings may be continued, prosecuted and enforced by or against the Amalgamated Company in the same
manner and to the same extent as it would or might have been continued, proRAclltAri And Anforcf!d by or against
the Amalgamating Company No.2 as if this Scheme had not been made. Upon the Scheme becoming effective, the
Amalgamated Company undertakes to have such legal or other proceedings initiated by or against the Amalgamating
Company No.2, transferred in its name and to have the same continued, prosecuted and enforced by or against the
Amalgamated Company to the exclusion of the Amalgamating Company No.2. The Amalgamated Company also
undertakes to handle all legal or other proceedings which may be initiated against the Amalgamating Company No.
2 after the Effective Date in respect of the period up to the Effective Date, in its own name and account and further
undertakes to pay all amounts including interest, penalties, damages, etc.

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(k) Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation Appointed Date,
all persons that were employed in the Amalgamating Company No.2 immediately before such date shall become
employees of the Amalgamated Company with the benefit of continuity of service on the same terms and conditions as
were applicable to such employees immediately prior to such transfer and without any break or interruption in service.
It is clarified that such employees of the Amalgamating Company No.2 that become employees of the Amalgamated
Company by virtue of this Scheme, shall continue to be governed by the terms of employment as were applicable to
them immediately before such transfer and shall not be entitled to be governed by employment pOlicies, and shall not
be entitled to avail of any benefits under any scheme or settlement or otherwise that are applicable and available to
any other employees of the Amalgamated Company, unless and otherwise so stated by the Amalgamated Company
in writing in respect of all employees. class of employees or any particular employee. The Amalgamated Company
undertakes to continue to abide by any agreement! settlement. if any, entered into by the Amalgamating Company
No. 2 in respect of such employees with their respective employeesl employee unions. 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 the Amalgamating Company, upon occurrence of the Effective Date and with effect from the
Amalgamation Appointed Date, the Amalgamated Company shall stand substituted for the Amalgamating Company
No.2, 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
hflnflfils, gratUity benefits and superannuation benefits or any other special benefits or obligation, if any, created by
the Amalgamating Company No.2 for its employees being transferred to the Amalgamated Company pursuant to this
Scheme shall be continued by the Amalgamated Company for the benefit of such employees on t~e same terms and
conditions. It is the aim and intent of the Scheme that all the rights, duties, powers and obligations of the Amalgamating
Company No.2 in relation to such schemes or benefits shall become those of the Amalgamated Company. Further,
upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation Appointed Date, any
prosecution or disciplinary action initiated, pending or contemplated against and any penalty imposed in this regard
on any employee by the Amalgamating Company No.2 shall be continued/continue to operate against the relevant
employee and shall be enforced effectively by the Amalgamated Company.
(I)

Upon the Section II of the Scheme coming into effect on the Effective Date and with effect from the Amalgamation
Appointed Date, all taxes payable by the Amalgamating Company No.2 including all advance tax payments, tax
deducted at source, tax liabilities or any refunds and claims shall be treated as the advance tax payments, tax deducted
at source, tax liabilities or refundS/ claims as the case may be of the Amalgamated Company. Upon the Scheme
coming into effect on the Effective Date and with effect from the Amalgamation Appointed Date, all existing and future
incentives, un-availed credits and exemptions, benefit of carried forward losses and other statutory benefits, including
in respect of income tax (including Minimum Alternative Tax), excise (including Modvat / Cenvat), customs, value
added tax, sales tax, service tax etc to which Amalgamating Company No.2 is entitled to shall be available to and vest
in the Amalgamating Company.

(m) Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation Appointed date, the
Amalgamated Company shall be entitled to file/revise its statutory returns and related tax payment certificates and to
claim refunds and advance tax credits as may be required consequent to the implementation of the Scheme
(n) With effect from the Amalgamation AppOinted Date and upto and including the Effective Date:
(i)

The Amalgamating Company No.2 shall carry on and be deemed to have been carrying on all the business and
activities and shall hold and stand possessed of and shall be deemed to have held and stood possessed of all its
assets, for and on behalf of and in trust for the Amalgamated Company in the ordinary course of its business.

(iI) All profits accruing to the Amalgamating Company No.2 and all taxes thereof or losses arising or incurred by
it shall, for all purposes, be treated as the profits, taxes or losses as the case may be, of the Amalgamated
Company.
PARTC
5.

REORGANISATION OF SHARE CAPITAL; SHARE EXCHANGE RATIO; ACCOUNTING TREATMENT

5.1 Upon the Scheme coming into effect on the Effective Date, the authorized share capital of the Amalgamated Company of Rs.
550,000,000 divided into 550,000,000 equity shares of Re. 1/- each, in terms of Clause V of its Memorandum of ASSOCiation
shall stand enhanced to the extent of, the authorized share capital of Amalgamating Company No.2 in terms of Clause V of
its Memorandum of Association, by Rs. 50,00,000 divided into 50,00,000 equity shares of Re. 1/- each without any liability
for payment of any additional fees or stamp duty.
5.2 It is hereby clarified that for the purposes of Clause 5.1 above, the consent of the shareholders of the Amalgamated Company
to this Scheme shall be deemed to be sufficient for the purposes of effecting amendment to the authorized share capital
of the Amalgamated Company and that no further resolution under Section 16 and Section 94 or any other applicable
provisions of the Act, would required to be separately passed by the Amalgamated Company nor any additional filing fee,
registration fee, stamp duty etc be payable by the Amalgamated Company since appropriate filing fee, registration fee,
stamp duty etc have already been paid by Amalgamating Company No.2.
5.3 Upon the Scheme coming into effect on the Effective Date and with effect from the Amalgamation Appointed Date, and
upon the amalgamation of the Amalgamating Company No.2 with the Amalgamated Company, the board of directors of
the Amalgamated Company shall determine a record date, being a date subsequent to the filing of the order of the Court
sanctioning the Scheme with the Registrar of Companies, Uttar Pradesh and Uttarakhand ("Amalgamation Record Daten)
for the allotment of fully paid-up equity shares of face value Re. 1/- each, to the shareholders of the Amalgamating Company
No.2 as on the Amalgamation Record Date.

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5.4 The board of directors of the Amalgamated Company and the Amalgamating Company No. 2 have determined the share
exchange ratio as 2482:1000. For every 1000 equity shares of Rs. 10/- each held in the Amalgamating Company No.2, as
on the Amalgamation Record Date, the equity shareholders of Amalgamating Company No.2 shall be issued 2482 equity
shares of face value Re. 1/- each of the Amalgamated Company, credited as fully paid-up in the Amalgamated Company.
Accordingly, a total of 5,01,364 fresh equity shares of Re. 1/ each of the Amalgamated Company will be issued. The
Amalgamated Company shall, without any further act or deed, issue and allotto every eqUity shareholder of the Amalgamating
Company No.2 on the Amalgamation Record Date, the requisite number of equity shares in the Amalgamated Company.
The said equity shares in the Amalgamated Company to be issued to the shareholders of the Amalgamating Company
No.2 pursuant to this Clause 5.4 shall rank pari passu in all respects with the existing equity shares of the Amalgamated
Company.
5.5 It is hereby clarified that no equity shares shall be issued by the Amalgamated Company to any equity shareholder of the
Amalgamating Company No.2 in respect of fractional entitlements, if any, of such equity shareholder, at the time of issue
and allotment of equity shares by the Amalgamated Company. The board of directors of the Amalgamated Company shall
instead consolidate all such fractional entitlements, (ignoring any fraction remaining after such consolidation), and thereupon
shall issue and allot eqUity shares in lieu thereof to a director or officer of the Amalgamated Company or such other person
as the board of directors of the Amalgamated Company shall appoint in this behalf ("Trustee") who shall hold such equity
shares in trust for all such equity shareholders of the Amalgamating Company No. 2 who are entitled to such fractional
balanc r.3, with the express understanding that such Trustee, be bound by the express understanding to cause the sale of
such shares at such time(s), at such price(s) and to such person(s) as the Trustee may deem fit and the net sale proceeds
thereof, deposited with the Amalgamated Company (i.e., after deduction there from of expenses incurred in connection
with the sale), shall be distributed by the Amalgamated Company to the relevant equity shareholders in proportion to their
respective fractional entitlements.
5.6 The exchange ratio stated in Clause 5.4 herein has been determined by the boards of directors of the Amalgamating
Company No.2 and the Amalgamated Company based on their independent judgment after taking into consideration the
recommendation of share exchange ratio provided by independent valuers, PricewaterhouseCoopers Private Limited.
5.7 On the approval of the Scheme by the members of the Amalgamated Company pursuant to Section 391 of the Act, it shall
be deemed that the said members have also accorded their consent under Section 81 (1 A) of the Act or other provisions of
. the Act as may be applicable for the aforesaid issuance of equity shares of the Amalgamated Compahy to the shareholders
of the Amalgamating Company No.2.
5.8 All equity shares of the Amalgamated Company issued pursuant to the Scheme shall be listed on the Stock Exchanges, in
accordance with applicable laws. Listing of all the equity shares of the Amalgamated Company shall be completed within
a period of 40 days from the Amalgamation Record Date or such longer period as may be required for the purpose by the
relevant /appropriate Stock Exchanges.
The listing shall be subject to compliance of the conditions and requirements of Stock Exchanges, Securities and Exchange
Board of India and other authorities.
5.9 Pursuant to the Scheme, the Amalgamated Company shall account for the amalgamation in its books of accounts in
accordance with the purchase method of accounting specified under Accounting Standard 14: Accounting for Amalgamations
incorporated in Companies (Accounting Standards) Rules, 2006 issued by the Ministry of Company Affairs, Government of
India. The accounting treatment will be as under:
(a) All assets and liabilities as on the Amalgamation Appointed Date, recorded in the books of the Amalgamating Company
No.2 shall be recorded in books of accounts by the Amalgamated Company at fair value;
(b) The Amalgamated Company shall credit the aggregate face value of the equity shares issued to the equity shareholders
of the Amalgamating Company No.2 purs'uant to this Scheme to the "share capital account" in its books of accounts
and shall credit the difference between the fair value of the shares issued and their aggregate face value to the
securities premium account;

(C)

Pursuant to the amalgamation, the difference, if any, arising between:

i)

The net book value of assets; and

ii)

The aggregate of the issued and paid up share capital and securities premium account, pursuant to the eqUity
shares allotted and the liabilities taken over pursuant to this Scheme.

shall be recorded as Capital Reserve, in the books of the Amalgamated Company.

5.10 The Amalgamated Company shall record in its books of accounts, all transactions of the Amalgamating Company No.2
in respect of the assets, liabilities, income and expenses from the Amalgamation Appointed Date to the Effective Date. In
respect of inter-company payables and receivables between the Amalgamating Company No.2 and the Amalgamated
Company, the Amalgamated Company shall not record any of such payables and receivables in its books.
5.11 Notwithstanding the above, the board of directors of the Amalgamated Company, in consultation with its statutory auditors,
is authorized to account any of the balances in any other manner, if such accounting treatment is considered more
appropriate.
5.12 The opening reference balance sheet of the Amalgamated Company as of the Amalgamation AppOinted Date, duly certified,
giving effect to Sections I and II of this Scheme, is annexed as Schedule 2.

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SECTION III

DEMERGER AND VESTING OF THE DEMERGED UNDERTAKING OF

JUBILANT ORGANOSYS LIMITED WITH JUBILANT INDUSTRIES LlMIl"ED

PART A

WHEREAS:

A.

Jubilant Organosys Limited ("Transferor Company") is an existing company incorporated under the Act (as defined hereinafter)
and has its registered office at Bhartiagram, Gajraula - 244223, District Jyotiba Phoolay Nagar, Uttar Pradesh, India. The Transferor
Company is engaged in the life sciences, polymers and fertilizers businesses.

B.

Jubilant Industries Limited ("Transferee Company") is an existing company incorporated under the Act (as defined hereinafter),
and has its registered office at Bhartiagram, Gajraula- 244223, District Jyotiba Phoolay Nagar, Uttar Pradesh, India. The Transferee
Company is authorised by its constitutional documents to engage in the polymers, fertiliZers and retail businesses. The Transferee
Company is a wholly owned subsidiary of the Transferor Company.

C.

In terms of Section III of this Scheme, it is now proposed, inter alia, to demerge and vest the Demerged Undertaking (as defined
hereinafter) of the Transferor Company with the Transferee Company.

D.

The demerger and vesting of the Demerged Undertaking (as defined hereinafter) of the Transferor Company with the Transferee
Company, pursuant to .and in accordance with this Rr.hAmA, shFlII hA in f'lGGordance with Section 2 (19AA) of the Income Tax Act,
1961.

Rationale:

The Transferor Company is primarily engaged in the life sciences, polymers and fertilizers businesses. The Transferor Company has

achieved substantial growth in its life sciences business through organic and inorganic means. The Transferor Company expects that

substantial opportunities exist in its polymer and fertilisers business.

The management of the Transferor Company believes that the diversification in the Transferor Company's business is leading to

inadequate appreciation of its worth and performance.

Therefore, with a view to achieving greater management focus in relation to each of the businesses and to consolidate the fertiliser
and polymer businesses of the JOL Group (as defined below), this Scheme seeks to realign the ownership structure of the Demerged
Undertaking of the JOL Group. This will result in the creation of separate focussed companies for life sciences business and for
fertilisers and polymer businesses. Such rationalisation of the structure of the JOL Group is in the interests of the shareholders, creditors
and employees of each of the Transferor Company and the Transferee Company.
1.

DEFINITIONS
For the purposes of Section III of this Scheme, unless repugnantto the meaning or context thereof, the following expressions shall
have the meaning as mentioned hereinbelow:
(a) "Act" means the Companies Act, 1956 (Act No.1 of 1956), as amended.
(b) "Demerger Appointed Date" means commencement of business on April 1, 2010, the date with effect from which this
Section III of this Scheme shall be deemed to be effective, in the sequence and manner described in Clause 1.8 of Section
IV of the Scheme.
(c) "Court" means the Hon'ble High Court of Judicature at Allahabad, Uttar Pradesh and shall include, if applicable, a reference
to the National Company Law Tribunal or such other forum or authority as may be vested with any of the powers of a High
Court under the Act.
(d) "Demerged Undertaking" means, collectively, (i) agri products division, consisting of a) single super phosphate and b) agro
chemical for crop products; (il) performance polymer division, consisting of a) food polymer ( Solid PVA), b) VP Latex and
SBR Latex, c) consumer products and d) application polymer products and (iii) IMFL division, of the Transferor Company
(collectively, the "Divisions"), which shall be inclusive of, but not limited to:
(i)

all properties and assets, whether moveable or immoveable, including all rights (whetherfreehold,leasehold or license),
title, interest, cash & bank balances, bills of eXChange, covenant and undertakings of the Divisions, in respect of such
properties and assets. The immoveable assets are more particularly listed in Schedule 4:

(ii) all investments, loans and advances, including accrued interest thereon, of the Divisions;
(iii) all debts, borrowings and liabilities, whether present or future, whether secured or unsecured, of the Divisions,
compriSing of:
a)

the Ii,abilities which arise out of the activities or operations of the Demerged Undertaking;

b)

the specific loans or borrowings raised, incurred and utilised solely for the activities and operations of the
Demerged Undertaking; and

c)

so much of the amounts of general or mUltipurpose borrowings of the Transferor Company as stand in the
same proportion which the value of assets transferred in a demerger bears to the total value of the assets of the
Transferor Company immediately before the Demerger.

(iv) all permits, rights, entitlements, licenses, tenancies, offices, taxes, tax credits (including but not limited to credits in
respect of income tax, sales tax, value added tax, turnover tax, excise duty, service tax, minimum alternate tax credit,
etc). trademarks, service marks, privileges and benefits of all contracts, agreements and all other rights including lease
rights, licenses, powers and facilities of every kind and description whatsoever of the Divisions;
(v) all employees of the Divisions;
(vi) all earnest monies and/or security deposits, payment against warrants or other entitlements of the Divisions; and
(vii) all books, records, files, papers, engineering and process information, computer programs along with licenses,
drawings, backup copies, manuals, data, catalogues, quotations, sales and advertising materials, lists of present

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and former customers and suppliers, customer credit information, customers pricing information, 'and other records,
whether in physical form or electronic form in connection with or relating to the Divisions
(e) "Demerger Record Date" shall have the meaning ascribed to it in Clause 4.1 of this Section III of the Scheme.
(f)

"Effective Date'; means the date on which the last of the approvals in Clause 1.3 of Section IV of the Scheme are obtained
and the Scheme made effective with effect from, the Amalgamation Appointed Date, in respect of amalgamation of the
Amalgamating Company No.1 with the Amalgamated Company and Amalgamating Company No.2 with the Amalgamated
Company in terms of Section I and Section II of this Scheme respectively and the Demerger ApPointed Date, in respect of the
demerger and vesting of the Demerged Undertaking with the Transferee Company in terms of Section III of this Scheme.

(g) "JOL Group" means, collectively, the various companies that are controlled, whether directly and indirectly, by Jubilant
Organosys Limited.
(h) "Scheme" means Sections I, II, III and IV of this scheme of amalgamation and demerger involving, the amalgamation of
thA AmAlgAmAting (;nmwmy No.1 And Amalgamating Company No.2 with the Amalgamated Company and demer~er and
vesting of the Demerged Undertaking with the Transferee Company.
(i)

"Stock Exchanges" means the Bombay Stock Exchange Limited ("BSE") and the National Stock Exchange of India Limited
("NSE").
The expressions, which are used in the Scheme and not defined therein shall, unless repugnant or contrary to the context or
meaning thereof, have the same meaning ascribed to them under the Act, the Income-tax Act, 1961, the Securities Contracts
(Regulation) Act, 1956, the Securities and Exchange Board of I ndia Act, 1992 (including the regulations made thereunder),
the Depositories Act, 1996 and other applicable laws, rules, regulations, by-laws, as the case may be, including any statutory
modification or re-enactment thereof, from time to time.

2.

SHARE CAPITAL
2.1 The share capital of Transferor Company, as on June 3D, 2010, is as under:
Share Capital
Authorized capital
550,000,000 equity shares of Re. 1 each
Total
Issued and subscribed capital
158,811,775 equity shares of Re 1 each
Total
Paid up share capital
158,779,775 equity shares of Re 1 each
Add: equity shares forfeited (pai(j up)
Total

Amount In Rupees

550,000,000

550,000,000
I

158,811,775

158,811,775.
158,779,775
16,000

158,795,775 .

2.2

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The share capital of the Transferee Company, as on June 30, 2010, is as under: **
Share

Amount in Rupees

AuthorIzed capital
1
shares of Rs. 10 each

10,000,000

IT'
~sued and subscribed capital

10,000,000

50,000 equity shares of Rs. 1C aach

500,000

ITotal
~T.be

500,000
Transferee Company is in the process otincreasin,gj!authorized share capital to Rs. 100,000,000,
PARTB

3.

DEMERGER AND VESTING OF THE DEMERGED UNDERTAKING OF THE TRANSFEROR COMPANY WITH THE
TRANSFEREE COMPANY
3.1 Subject to the provisions of the Scheme in relation to the modalities of vesting on occurrence of the Effective Date, the
Demerged Undertaking shall be vested in the Transferee Company, on a going concem basis, without any further act or
deed, and by virtue of the order passed by the Court, in the following manner:
(a) Upon the Scheme coming into effect on the Effective Date and with effect from the Demerger Appointed Date, the
Demerged Undertaking shall stand vested in the Transferee Company without any further deed or act. together with all
its properties, assets, investments, rights, benefits and interests therein, subject to existing charges thereon in favour
of banks and financial institutions, as the case may be. Without prejudice to the generality of the above, in particular,
the Demerged Undertaking shall stand vested in the Transferee Company in the manner described in sub-paragraphs
(b) (p) below:
(b) Upon the Scheme coming into effect on the Effective Date and with effect from the Demerger Appointed Date, all
Immovable property (Including land. buildiny~ and allY ulilel immovable property) of the Demerged Undertaking,
whether freehold or leasehold, and any documents of title, rights and easements in relation thereto, shall stand vested
in the Transferee Company, without any act or deed done by the Transferor Company or the Transferee Company. With
effect from the Demerger AppOinted Date, the Transferee Company shall be entitled to exercise all rights and privileges
and be liable to pay all taxes and charges, and fulfill all obligations, in relation to or applicable to such immovable

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properties. The mutation/substitution of the title to such immovable properties shall be made and duly recorded in the
name of the Transferee Company by the appropriate authorities pursuant to the sanction of the Scheme by the Court
and the Scheme becoming effective in accordance with the terms hereof. The Transferor Company shall take all steps
as may be necessary to ensure that vacant, lawful, peaceful and unencumbered possession, right, title, interest of its
immovable property in relation to the Demerged Undertaking is given to the Transferee Company.
(c) Upon the Scheme coming into effect on the Effective Date and with effect from the Demerger Appointed Date, all the
assets of the Transferor Company relating to the Demerged Undertaking as are movable in nature or are otherwise
capable of transfer by manual delivery or by endorsement and delivery, shall stand vested in the Transferee Company,
and shall become the property and an integral part of the Transferee Company. The vesting pursuant to this sub-clause
shall be deemed to have occurred by manual delivery or endorsement and delivery, as appropriate to the property
being vested, and the title to such property shall be deemed to have transferred accordingly.
(d) Upon the Scheme coming into effect on the Effective Date and with effect from the Demerger Appointed Date, all
sundry debts, outstanding loans and advances, if any, relating to the Demerged Undertaking, recoverable in cash or in
kind or for value to be received, bank balances and deposits, if any with government, serni-government, local and other
authorities and bodies, custorners and other persons shall without any act, instrument or deed becorne the property of
the Transferee Company.

(e) Upon the Scheme coming into effect on the Effective Date and with effect from the Demerger Appointed Date, 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 sheet of the oernerged Undertaking, including general and rnultipurpose
borrowings, if any, dealt with in accordance with Section 2(19AA) of the Income Tax Act, 1961 shall become and be
deemed to be the debts, liabilities, contingent liabilities, duties and obligations of the Transferee Company. If any
lender of the Transferor Company requires satisfaction of the charge over the Transferor Company's properties anq
recordal of a new charge with the Transferee Company. the Transferor Company and the Transferee Company shall
for good order and for statistical purposes, file appropriate forms with the Registrar of Companies. Uttar Pradesh and
Ultarakhand, as accompanied by the sanction order or a certified copy thereof and any deed of modification or novation
executed by either the Transferor Company or the Transferee Company.
(f)

Upon the Scheme coming into effect on the Effective Date and with effect from the Demerger Appointed Date. all
incorporeal or intangible property of the Demerged Undertaking. shall stand vested in the Transferee Company and
shall become the property and an integral part of the Transferee Company. without any act or deed done by the
Transferor Company or the Transferee Company.

(g) Upon the Scheme coming into effect on the Effective Date and with effect from the Demerger Appointed Date, all
contracts, deeds, bonds, agreements. insurance policies, guarantees and indemnities, schemes. arrangements and
other instruments of whIlfR()AVAr nature in relation to the Demerged Undertaking of tho TranGforor Company to which
the Transferor Company is a party or to the benefit of which the Transferor Company may be eligible. shall be in full
force and effect against or in favour of the Transferee Company and may be enforced as fully and effectually as if.
instead of the Transferor Company, the Transferee Company had been a party or beneficiary or obligee thereto.
(h) Upon the Scheme coming into effect on the Effective Date and with effect from the Demerger Appointed Date. the
Transferee Company shall, for the purposes of conducting the businesses of the Demerged Undertaking, be entitled
to use the private railway siding laid by the Transferor Company pursuant to a license agreement for railway land
for assisted portion of the siding dated May 22, 2008 entered into between the Transferor Company and the InoiRn
Railways. without seeking any approval.

(i)

Upon the Scheme coming into effect on the Effective Date and with effect from the Demerger Appointed Date, the
Transferee Company shall, for the purposes of conducting the businesses of the Demerged Undertaking, be entitled
to purchase electricity produced by the captive power generation plant of the Transferor Company. without seeking
any approval including inter alia from the U.P. Power Transmission Company Limited and Paschimanchal Distribution
Company Limited.

(j)

Upon the Scheme coming into effect on the Effective Date and with effect from the Demerger Appointed Date. all
licenses and registrations including relating to copyrights, trademarks, tenancies, privileges, powers. facilities of every
kind and description of whatsoever nature in relation to the Demerged Undertaking of the Transferor Company to
which the Transferor Company is party or to the benefit of which the Transferor Company may be eligible, shall be
enforceable as fully and effectually as if, instead of the Transferor Company, the Transferee Company had been a
party or beneficiary or obligee thereto.

(k) Upon the Scheme coming into effect on the Effective Date and with effect from. the Demerger Appointed Date.
any statutory licenses, no-objection certificates, permissions, registrations, approvals, consents. permits, quotas,
entitlements or rights required to carry on the operations of the Demerged Undertaking of the Transferor Company or
granted to the Transferor Company in relation to the Demerged Undertaking shall stand vested in or transferred to the
Transferee Company, without further act or deed, and shall be appropriately transferred or aSSigned by the statutory
authorities concerned herewith in favour of the Transferee Company upon vesting of the Transferor Company's
businesses pursuant to this Scheme. The benefit of all statutory and regulatory permissions, environmental approvals
and consents including statutory licenses, permissions or approvals or consents required to carry on the operations of
the Demerged Undertaking of the Transferor Company shall vest in and become available to the Transferee Company
pursuant to this Scheme.

(I)

The Transferee Company shall, 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 arrangement in relation to the Demerged Undertaking of the Transferor Company to which
the Transferor Company is a party. in order to give formal effect to the above provisions. The Transferee Company
shall. under the provisions of this Scheme, be deemed to be authorized to execute any such writing on behalf of the

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Transferor Company and to carry out or perform all such formalities or compliances referred to above on part of the
Transferor Company.
(m) Upon the Scheme coming into effect on the Effective' Date and with effect from the Demerger Appointed Date, the
Transferee Company shall bear the burden and the benefits of any legal or other proceedings initiated by or against
the Transferor Company in respect of the Demerged Undertaking.
If any suit, appeal or other proceeding of whatever nature by or against the Transferor Company in respect of the
Demerged Undertaking be pending, the same shall not abate, be discontinued or in any way be prejudicially affected by
reason of the transfer of the Demerged Undertaking or of anything contained in this Scheme but the proceedings may
be continued, prosecuted and enforced by or against the Transferee Company in the same manner and to the same
extent as it would or might have been continued, prosecuted and enforced by or against the Trapsferor Company as if
this Scheme had not been made. Upon the Scheme coming into effect on the Effective Date, the Transferee Company
undertakes to have such legal or other proceedings initiated by or against the Transferor Company in respect of the
Demerged Undertaking, transferred in its name and to have the same continued, prosecuted and enforced by or against
the Transferee Company to the exclusion of the Transferor Company. The Transferee Company also undertakes to
handle all legal or other proceedings which may be initiated against the Transferor Company after the Effective Date
relating to the Demerged Undertaking in respect of the period up to the Effective Date, in its own name and account
and further undertakes to pay all amounts including interest"penalties, damages, etc. which the Transferor Company
may be called upon to payor secure in respect of any liability or obligation relating to the Transferor Company for the
period up to the Effective Date, in respect of the Demerged Undertaking.
(n) Upon the Scheme coming into effect on the Effective Date and with effect from the Demerger Appointed Date, all
persons that were employed in the Demerged Undertaking immediately before such date shall become employees of
the Transferee Company with the benefit of continuity of service on the same terms and conditions as were applicable
to such employees immediately prior to such transfer and without any break or interruption in service. It is clarified
that such employees of the Transferor Company that become employees of the Transferee Company by virtue of this
Scheme, shall continue to be governed by the terms of employment as were applicable to them immediately before
such transfer and shall not be entitled to be governed by employment policies, and shall not be entitled to avail of
any benefits under any scheme or settlement or otherwise that are applicable and available to any other employees
of the Transferee Company, unless and otherwise so stated by the Transferee Company in writing in respect of all
employees, class of employees or any particular employee. The Transferee Company undertakes to continue to abide
by any agreemenVsettlement, if any, entered into by the Transferor Company in respect of such employees with their
respective employees / employee unions. 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 the Transferor Company,
upon occurrence of the Effective Date and with effect from the Demerger Appointed Date, the Transferee Company
shall stand substituted for the 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 benefits, gratuity benefits and superannuation benefits or any other
special benefits or obligation, if any, created by the Transferor Company for its employees being transferred to the
Transferee Company pursuant to this Scheme shall be continued by the Transferee Company for the benefit of such
employees on the same terms and conditions. 'In the event, the Transferee Company does not have its own funds, it
may, subject to applicable laws, regulations, approvals and permissions, continue to contribute to the relevant funds
of the Transferor Company, until such time as the Transferee Company creates its own funds, at which time the
relevant funds and investments and contributions pertaining to the employees of the Demerged Undertaking shall be
transferred to the relevant funds of the Transferee Company. It is the aim and intent of the Scheme that all the rights,
duties, powers and obligations of the Transferor Company in relation to such schemes or funds shall become those of
the Transferee Company. Further, upon the Scheme coming into effect on the Effective Date and with effect from the
Demerger Appointed Date, any prosecution or disciplinary action initiated, pending or contemplated against and any
penalty imposed in this regard on any employee by the Transferor Company shall be continued/continue to operate
against the relevant employee and shall be enforced effectively by the Transferee Company.
(0) Upon the Scheme coming into effect on the Effective Date and with effect from t~e Demerger AppOinted Date, all taxes

payable by the Transferor Company in relation to the Demerged Undertaking including all or any refunds or the claims
shall be treated as the tax liability or refunds/claims as the case may be of the Transferee Company.
(p) Upon the Scheme coming into effect on the Effective Date and with effect from the Demerger AppOinted date, the
Transferee Company shall be entitled to file/revise its statutory returns and related tax payment certificates and to claim
refunds and advance tax credits as may be required consequent to the implementation of the Scheme.
.
(q) With effect from the Demerger Appointed Date and upto and including the
(i)

Effectiv~

Date:

The Transferor Company shall carry on and be deemed to have been carrying on all the business and activities
of the Demerged Undertaking, for and on behalf of and in trust for the Transferee Company.

(ii) All profits accruing to the Transferor Company in relation to the Demerged Undertaking and all taxes thereof or
losses ariSing or incurred by it in relation to the Demerged Undertaking shall, for all purposes, be treated as the
profits, taxes or losses as the case may be, of the Transferee Company.
PARTC
AGANISATION OF SHARE CAPITAL; SHARE EXCHANGE RATIO ACCOUNTING TREATMENT

Upon the Scheme becoming effective and upon the demerger and vesting of the Demerged Undertaking with
the Transferee Company, the board of directors of the Transferor Company in consultation with the board of
directors of the Transferee Company shall determine a record date, being a date subsequent to the filing of the

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order of the Court sanctioning th'e Scheme with the Registrar of Companies, Uttar Pradesh and Uttarakhand
("Demerger Record Date") for the completion of aff allotments of fully paid-up equity shares of face value
Rs. 10/- each to the shareholders of the Transferor Company as on the Demerger Record Date.

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4.2 The board of directors of the Transferee Company and the Transferor Company have determined the share exchange ratio
as 1:20. For every 20 (twenty) equity shares of face value Re. 1/- each held in the Transferor Company, as on the Demerger
Record Date, the equity shareholders of Transferor Company shaff be issued 1 (one)' equity share of face value Rs. 10/- each
of the Transferee Company, credited as fully paid-up in the Transferee Company. Accordingly, a total of 79,64,056 fresh
equity shares of face value Rs 10/- each will be issued by the Transferee Company. The Transferee Company shall, without
any further act or deed, issue and allot to every equity shareholder of the Transferor Company on the Demerger Record
Date, the requisite number of equity shares in the Transferee Company. The said equity shares in the Transferee Company
to be issued to the shareholders of the Transferor Company pursuant to this Clause 4.2 shall rank pari passu in all respects
with the existing equity shares of the Transferee Company.
4.3 It is hereby clarified that no equity shares shall be issued by the Transferee Company to any equity shareholder of the
Transferor Company in respect of fractional entitlements, if any, of such equity shareholder, at the time of issue and allotment
of equity shares by the Transferee Company. The board of directors of the Transferee Company shall instead consolidate
all such fractional entitlements, (ignoring any fraction remaining after such consolidation), and thereupon shall issue and
allot equity shares in lieu thereof to a director or officer of the Transferee Company or such other person as the board of
directors of the Transferee Company shall appoint in this behalf ("Trustee") who shall hold such equity shares in trust for
all such equity shareholders of the Transferor Company who are entitled to such fractional balances, with the express
understanding that such Trustee, be bound by the express understanding to cause the sale of such shares at such time(s),
at such price(s) and to such person(s) as the Trustee may deem fit and the net sale proceeds thereof, deposited with the
Transferor Company (I.e., after deduction there from of expenses incurred in connection with the sale), shall be distributed by
the Transferor Company to the relevant equity shareholders of the Transferor Company (as on the Demerger Record Date)
in proportion to their respective fractional entitlements.
4.4 The exchange ratio stated in Clause 4.2 herein has been determined by the boards of directors of the Transferee Company
and the Transferor Company based on their independent judgment after taking into consideration the recommendation of
share exchange ratio provided by independent valuers, PricewaterhouseCoopers Private Limited.
4.5 On the approval of the Scheme by the members of the Transferee Company pursuant to Section 391 of the Act, it shall be
deemed that the said members have also accorded their consent under Section 81 (1 A) of the Act or other provisions of the
Act as may be applicable for the aforesaid issuance of equity shares of the Transferee Company to the shareholders of the
Transferor Companies.
4.6 The Transferor Company presently has a subsisting employee stock option plan for its employees termed as the Jubilant
Employees Stock Option Plan, 2005 ("Jubilant ESOP"). Pursuant to the Jubilant ESOP, Jubilant Employees Welfare
Trust ("Trust") has been set up to hold the equity shares for and on behalf of the employees. The Trust constituted under
the Jubilant ESOP, to the extent it holds equity shares of the Transferor Company, shall be issued equity shares of the
Transferee Company pursuant to Section 111 of this Scheme in accordance with the share exchange ratio set out in Clause
4.2 herein. In respect of the employee stock options granted prior to the Scheme becoming effective, the Employee(s) (as
defined in the Jubilant ESOP) who are the beneficiaries of the ../ubilant ESOP would be allotted not only the equity shares
of the Transferor Company but also the equity shares of the Transferee Company (in accordance with the share exchange
ratio set out in Clause 4.2 herein) that are issued to the Trust in accordance with the provisions of Section III of this Scheme,
when such Employee(s) pay the exercise price in accordance with the Jubilant ESOP, upon the Scheme becoming effective
and upon the demerger and vesting of the Demerged Undertaking with the Transferee Company.
4.7 Any Option (as defined in the Jubilant ESOP) vested with the employee(s) of the Demerged Undertaking pursuant to the
Jubilant ESOP prior to the Effective Date shall continue to the benefit of such employee(s) upon the Scheme becoming
effective and upon the demerger and vesting of the Demerged Undertaking with the Transferee Company.
4.8 With effect from the Demerger AppOinted Date, and subject to any corrections and adjustments as may, in the opinion of the
board of directors of the Transferee Company be required, all the assets and liabilities of the Demerged Undertaking shall
be recorded at their book value.
4.9 Pursuant to the demerger and vesting of the Demerged Undertaking with the Transferee Company, the difference, arising
between:
a)

The net book value of assets and liabilities of the Demerged Undertaking; and

b)

The aggregate of the issued and paid up share capital pursuant to the equity shares allotted pursuant to this
Scheme;

shall be recorded as:

(i)

Capital reserve (available for issue of bonus shares);

(ii) Securities premium account (available for all purposes permitted under Section 78 of the Companies Act, 1956);
(iii)

General reserve (to be treated as a free reserve); and

(iv)

Surplus in profit and loss account (to be treated as such)

in the books of the Transferee Company roughly in the same proportion as the proportion of such reserves and surplus in

the books of the Transferor Company immediately before the de merger of the Demerged Undertaking with the Transferee
Company.
4.10 The Transferor Company shall reduce from its accounts, the book value of the Demerged Undertaking. The value of the
Demerged Undertaking reduced as above shall be debited, by the Transferor Company to the following reserves:
Capital reserve;

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Securities premium reserve;

General reserve; and
Surplus in profit & loss account
roughly in the same proportion as they appear in the books of the Transferor Company immediately before the demerger of
the Demerged Undertaking with the Transferee Company.
4.11 The Transferee Company's opening reference balance sheet as of the Demerger Appointed Date, giving
effect to this Scheme, duly certified, is annexed as Schedule 5. The Transferor Company's opening reference
balance sheet as of the Demerger ApPointed Date, duly certified, giving effect to this Scheme, is annexed as
Schedule 6.

5.

LISTING OF THE SHARES ISSUED BY THE TRANSFEREE COMPANY

5.1 Equity shares issued by the Transferee Company to the shareholders of the Transferor Company, as on the Demerger Record
Date, in accordance with the provisions of this Scheme, shall be listed and admitted to trading on the Stock Exchanges,
where the equity shares of the Transferor Company are listed and are admitted to trading.
5.2 The Stock Exchanges, at which the equity shares of the Transferor Company are listed, shall list the equity shares of the
Transferee Company, in accordance with applicable laws, rules, circulars and notifications.
5.3 New equity shares allotted to the shareholders of the Transferor Company in the Transferee Company pursuant to the
Scheme shall remain frozen in the depositories system till listing/ trading permisSion is granted by the Stock Exchanges.
5.4 The equity shares of the Transferee Company, issued to a shareholder in lieu of the locked-in equity shares of the Transferor
Company, shall remain locked-in for the remainder of the lock-in period applicable to such shareholder for the equity shares
of the Transferor Company.
5.5 Statutory exemptions for inter-setransfer of promoter shareholding in the Transferor Company is deemed to be available for
the share holding of the promoters in the Transferee Company in relation to any transfer of shares between them.
5.6 There shall be no change in shareholding pattern or control in Transferee Company between the Demerger Record Date and
the listing whJch may affect the status of approval by Stock Exchanges.

SECTION IV

GENERAL TERMS AND CONDITIONS APPLICABLE TO SECTIONS I, II AND III

1.1

APPLICATION TO COURT
Each of the Transferor Company / Amalgamated Company, the Transferee Company and the Amalgamating Company No.1 and
the Amalgamating Company No.2 shall, as may be required, make applications and/or petitions under sections 391 through 394
of the Act and other applicable provisions of the Act to the Court for sanction of this Scheme and all matters ancillary or incidental
thereto.
Upon the sanction of the Scheme and after the Scheme has become effective upon completion of the conditions listed in Clause
1.3 of this Section IV:
(a)

with effect from the Amalgamation Appointed Date, the amalgamation of the Amalgamating Company No. 1 and the
amalgamation of the Amalgamating Company No.2 with the Amalgamated Company, pursuant to Section I and Section
II of this Scheme respectively, in accordance with Section 2 (18) of the Income Tax Act, 1961 shall be deemed to have
occurred; and

(b)

with effect from the Demerger ApPointed Date, the demerger and vesting of the Demerged Undertaking of the Transferor
Company into the Transferee Company, pursuant to Section III of this Scheme, in accordance with Section 2 (19AA) of the
Income Tax Act, 1961 shall be deemed to have occurred.

1.2 MODIFICATION OR AMENDMENTS TO THE SCHEME

Each of the Transferor Company / Amalgamated Company, the Transferee Company and the Amalgamating Company No.1 and
the Amalgamating Company No.2, through their respective boards of directors (which shall include any committee constituted by
the respective boards) may assent to any modifications / amendments to the Scheme or to any conditions or limitations that the
Court and / or any other authority may deem fit to direct or impose or which may be otherwise considered necessary, desirable or
appropriate by them. The Transferor Company / Amalgamated Company, the Transferee Company, the Amalgamating Company
No. 1 and the Amalgamating Company No.2, acting through their respective authorized representatives, be and are hereby
authorized to take all such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whether
by reason of any directive or orders of any authority or otherwise howsoever arising out of or under or by virtue of the Scheme
and/or any matter concerned or connected therewith.

1.3 CONDITIONALITY OF THE SCHEME

1.3.1 Sections I, II, III and IV of this Scheme are and shall be conditional upon and subject to being approved by the requisite
majorities in number and value of such classes of persons including the members and/or creditors of the Amalgamating
Company No.1 and the Amalgamating Company No.2 and the members and/or creditors of the Amalgamated Company
and the requisite majorities in number and value of such classes of persons including the members and/or creditors of the
Transferor Company and / or the Transferee Company, as may be directed by the Court or any other competent authority,
as may be applicable.
1.3.2 The Scheme being sanctioned by the Court or any other appropriate authority under Sections 391-394 of the Act.
1.3.3 The receipt of requisite governmental or regulatory approvals and consents,
1.3.4 Certified copies of the orders of the Court sanctioning this Scheme being filed with the Registrar of Companies, Uttar

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Pradesh and Uttarakhand, by each of the Transferor Company I Amalgamated Company, the Transferee Company, the
Amalgamating Company No.1 and the Amalgamating Company NO.2.

1.4 EFFECT OF NON-RECEIPT OF APPROVAL

1.4.1 In the event of any of the said sanctions, consents or approvals referred to in the preceding clause not being obtained
in relation to Section I or Section II or Section III of the Scheme and/or any of Section lor Section II or Section III of the
Scheme not being sanctioned by the Court or such other competent authority, the Section(s) not sanctioned or in respect
of which requisite sanctions, consents or approvals have not been received ("Non Sanctioned Section(s)") shall stand
revoked, cancelled and be of no effect, save ~nd except in respect of any act or deed done prior thereto as is contemplated
hereunder or as to any rights and/or liabilities which might have arisen or accrued pursuant thereto and which shall be
governed and be preserved or worked out as is specifically provided in the Scheme or as may otherwise arise in law. In
such an event, each party shall bear and pay its respective costs, charges and expenses for and or in connection with the
Non Sanctioned Section.

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1.4.2 Section I of the Scheme, Section " of the Scheme and Section
of the Scheme are severable, and any revocation,
cancellation or ineffectiveness of anyone or more Sections of the Scheme shall not affect the effectiveness of the other
Section(s) of the Scheme.

1.5 COSTS, CHARGES & EXPENSES

All costs, charges, taxes including duties, levies and all other expenses, if any (save as expressly otherwise agreed) arising out
of, or incurred in carrying out and implementing this Scheme and matters incidental thereto, shall be borne by the Amalgamated
CompanylTransferor Company.

1.6 FILING I AMENDMENT OF RETURNS

Each of the Transferor Company' Amalgamated Company, and the Transferee Company are expressly permitted to file/revise
their income tax, wealth tax, service tax, value added tax and other statutory returns, consequent to the Scheme becoming
effective, notWithstanding that the period for filing' revising such returns may have lapsed. Each of the Transferor Company
, Amalgamated Company and the Transferee Company are expressly permitted to amend TDS , TCS and other statutory
certificates and shall have the right to claim refunds, advance tax credits, set offs and adjustments relating to their respective
incomes' transactions from the Amalgamation Appointed Date' Demerger Appointed Date, as the case may be.
It is specifically declared that the taxes' duties paid by the Transferor Company in relation to the Demerged Undertaking shall be
deemed to be the taxes' duties paid by the Transferee Corr/pany and the Transferee Company shall be entitled to claim credit
for such taxes deducted' paid against its taxi duty liabilities notwithstanding that the certificates! challans or other documents for
payment of such taxes!duties are in the name of the Transferor Company.

1.7 STAMP DUTY

No stamp duty shall be payable in respect of
(a)

amalgamation of the Amalgamating Company No.1 with the Amalgamated Company;

for the following reasons:

(a)

The registered office of each of the Amalgamating Company No.1 and the Amalgamated Company is located in
Uttar Pradesh where the Court's order sanctioning the Scheme under Section 394 of the Act is not considered to be
a "conveyance" subject to stamp duty.

(b)

in Uttar Pradesh, notification No.1 dated January 16, 1937, issued by the Finance Department, Central Board of
Revenue (or a similar state notification), provides for remittance of stamp duty chargeable on instruments evidencing
transfer of property in cases where:

(I)

where at least 90% of the issued share capital of the transferee company is in the beneficial ownership of the
transferor company, or

(Ii)

where transfer takes place between a parent company and a subsidiary company, one of which is the beneficial
owner of not less than 90 per cent of the issued share capital of the other, or

(iii)

where the transfer takes place between two subsidiary companies of each of which not less than 90% of the
share capital is in the beneficial ownership of a common parent company;

Since the Amalgamated Company owns 100% of the issued share capital of the Amalgamating Company No.1, the benefit
of the above notification will be available.
(b)

amalgamation of the Amalgamating Company No.2 with the Amalgamated Company;

for the following reason:

The registered offices of each of the Amalgamated Company and the Amalgamating Company No.2 is located in Uttar Pradesh
where the Court's order sanctioning the Scheme under Section 394 of the Act is not considered to be a "conveyance" subject to
stamp duty.
(c)

the demerger and vesting of the Demerged Undertaking of the Transferor Company with the Transferee Company;

for the following reasons:

(a)

The registered offices of each of the Transferor Company and the Transferee Company is located in Uttar Pradesh
where the Court's order sanctioning the Scheme under Section 394 of the Act is not considered to be a "conveyance"
subject to stamp duty.

(b)

in Uttar Pradesh, notification No.1 dated January 16, 1937, issued by the Finance Department, Central Board of
Revenue (or a similar state notification), provides for remittance of stamp duty chargeable on instruments evidencing
transfer of property in cases where:
(i)

where at least 90% of the issued share capital of the transferee company is in the beneficial ownership of the
transferor company, or

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(ii)

where transfer takes place between a parent company and a subsidiary company, one of which is the beneficial
owner of not less than 90 per cent of the issued share capital of the other, or

(iii)

where the transfer takes place between two subsidiary companies of each of which not less than 90% of the
share capital is in the beneficial ownership of a common parent company;

Since the Transferor Company owns 100% of the issued share capital of the Transferee Company, the benefit of the above
notification will be available.

1.8 SEQUENCE OF EFFECTIVENESS OF SECTIONS I, II AND III OF THE SCHEME

1.8.1 The sequence of taking effect of Section I, Section II and Section III of the Scheme, which is of essence to the Scheme,
shall be as under:
(i)

Section I and Section II which respectively provide for amalgamation of the Amalgamating Company No.1 and
the amalgamation of the Amalgamating Company No.2 into the Amalgamated Company shall take effect and be
operative prior to coming into effect of Section III of this Scheme; and

(ii)

Section III, which provides for demerger of the Demerged Undertaking from the Transferor Company into the
Transferee Company shall take effect and be operative immediately after coming into effect of Section I and Section
II of the Scheme;

1.8.2 On the sanction of the Scheme and upon the Scheme becoming effective, the following shall be deemed to have occurred
and become effective and operative only in the sequence and in the order mentioned hereunder:
(a)

the amalgamation of the Amalgamating Company No.1 and the amalgamation of the Amalgamating Company No.
2 with the Amalgamated Company, with effect from the Effective Date; and

(b)

the demerger and vesting of the Demerged Undertaking of the Transferor Company into the Transferee Company,
with effect from the Effective Date;

1.9 SEVERABILITY OF ANY PART OF THE SCHEME

If any part of the Scheme is invalid, ruled illegal by any Court of competent jurisdiction, or unenforceable under present or future
laws, then it is the intention of the parties that such part shall be severable from the remainder of the Scheme and the Scheme
shall not be affected thereby, unless the deletion of such part shall cause the Scheme to become materially adverse to any party,
in which case the Amalgamated Company and the Amalgamating Company No. 1 and the Amalgamating Company No. 2 or
the Transferor Company and the Transferee Company, as the case may be, (acting through its respective Boards of Directors)
shall attempt to bring about a modification in the Scheme, as will best preserve for the parties, the benefits and obligations of this
Scheme, including but not limited to such part.
1.10 AUTHORISED SHARE CAPITAL OF THE AMALGAMATED COMPANY
Pursuant to Sections I and II, the authorized share capital of the Amalgamated Compcitny shall stand enhanced to the extent of,
the authorized share capital(s) of the Amalgamating Company No.1 and Amalgamating Company No.2. The final authorized
share capital clause of the Memorandum of Association (Clause V) of the Amalgamated Company shall stand modified and read
as follows:

"The Authorized Share Capital of the Company is Rs. 655,000,000 (Rupees Sixty Five Crores Fifty Lacs Only) divided into
655,000,000 Equity Shares of Re. 1/- each with power to increase and reduce the capital of the Company and to divide the
shares in the capital for the time being into several classes and to attach thereto respectively such preferential rights, privileges
or conditions as may be determined by or in accordance with the regulations of the Company and to vary, modify or abrogate any
such rights, privileges or conditions in such manner as may, for the time being, be provided by the regulations of the Company
subject to the Companies Act, 1956'.
It is hereby clarified that for the purposes of Clause 1.10 above, the consent of the shareholders of the Amalgamated Company
to this Scheme shall be deemed sufficient for the purposes of Clause 1.10 above, and that no further resolution under section 16
and section 94 or any other provisions of the Act would be required to be separately passed by the Amalgamated Company nor
any additional filing fee, registration fee, stamp duty etc be payable by the Amalgamated Company.

1.11 DISSOLUTION OF THE AMALGAMATING COMPANY NO.1 AND THE AMALGAMATING COMPANY NO.2
Upon the Scheme becoming effective, the Amalgamating Company No. 1 and the Amalgamating Company No.2 shall, without
any further act or deed, stand dissolved without winding up.

SCHEDULES
SCHEDULE 1:

List of immovable properties and assets of the Amalgamating Company No.1

SCHEDULE 2:

Opening reference balance sheet of the Amalgamated Company as of the Amalgamation Appointed Date

SCHEDULE 3:

List of immovable properties and assets of the Amalgamating Company No.2

SCHEDULE 4:

List of immovable properties and assets of the Demerged Undertaking

SCHEDULE 5:

Opening reference balance sheet of the Transferee Company as of the Demerger Appointed Date.

SCHEDULE 6:

Opening reference balance sheet of the Transferor Company as of the Demerger Appointed Date.

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Schedule 1
LIST OF IMMOVABLE ASSETS AT SPECIALITY MOLECULES LTD.
A

LAND

LAND AT AMBERNATH MUMBAIIMAHARASHTRA

SR.
NO:
1
2

DETAILS OF LAND

AREASQ.MTS

Leashold Land from Maharashtra Industrial

Development corp. at N-34 Add!. Ambernath

11969

N-34 AMBERNATH

YEAR OF
PURCHASE
2005

Leashold Land from Maharashtra Industrial

Development corp. at B-34 Ambernath

2017.5

8-34 AMBERNATH

1990

BUILDING

BUILDING AT N34 AT AMBERNATH MUMBAIIMAHARASHTRA

CONSTRUCTED AREA
(M.SQ.)

YEAR OF CONST.

Security gate office

9.4

2006

Transformer Shed

99

2009

RCC Water Tank

100000 (Its) Capacity

2009

RCC Water Tank

80000 (Its) Capacity

174

2009
2009

G.F.

712

2006

F.F.

712

2006

S.F.

712

2006

Boiler House
Hot oil unit Shed

80
280

2009

8
9
10

Chlorine tunner shed

Main Shed

11

Store

12

Adm. Block Building

S.
NO.
1
2
3

4
5
6

NAME OF BUILDING

Canteen (G.F.+ F.F.)

f:actory

G.F.
F.F.

i
I

LOCATION

13
14

2009

51

2009

39
144

2006
2009

250

2006

160
444 (running MIS)

2006

1295

2009

CONSTRUCtED AREA
(M.SQ.)
13
11
100000 (Its) Capacity
80000 (Its) Capacity

YEAR OF CONST.

Boundary Wall
Roads

2006

BUILDING AT B-34 AT AMBEANATH MUMBAIIMAHARASHTRA

S.
NO.
1
2
3
4 ...
5

NAME OF BUILDING
Security gate office
Solvent Room
RCC Water Tank(under Ground)
RCC Water Tank (under Ground)
Factory Shed
G.F.
F.F.

270
270

S.F.

120

Boiler Shed

60

..

6
7

Solvent Storage
G.F.
F.F.

8
9

Boundary Wall
Roads

37~

315
191 (running mts.)

295

2006
2009
2009
2009
2006
2006
2066
2009
2006
2009
2006
2009

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Schedule 2
Auditors' Report

08 July. 2010

The Board of Directors,

Jubilant Organosys Ltd,

1A, Sector 16 A

Noida, 201301

Uttar Pradesh.

Dear Sirs,

Subject: Scheme of Amalgamation and Demerger among Jubilant Organosys limited; Speciality Molecules lim
ited, Pace Marketing Specialities Limited and Jubilant Industries Limited and their respective shareholders and
creditors

We refer to our engagement dated 25th June 2010 regarding the above-mentioned subject and as requested we have
reviewed the attached Opening Reference Balance Sheet of Jubilant Organosys Limited Post Merger as at 31 s1 March
2010, pursuant to the above mentioned scheme, stamped and initialed by us for identification, with the following:
1. Draft Scheme of Amalgamation and Demerger among Jubilant Organosys Limited, Speciality Molecules Limited,
Pace Marketing Specialities Limited and Jubilant Industries Limited and their respective shareholders and creditors.
2. Audited balance sheet of Jubilant Organosys Limited as at 31 st March 2010.
3. Audited balance sheet of Speciality Molecules Limited as at 31 st March 2010 & fair valuation report as at 31 S1 March
2010.
4. Audited balance sheet of Pace Marketing Specialities Limited as at 31 s1 March 2010 & fair valuation report as at 31 s1
March 2010.
5. Share Exchange Ratio as advised to us by the Company's management to be used to issue of equity shares to the
shareholders of Pace Marketing Specialities Limited.
6. Adjustments for the Reference Balance Sheet as at 31 51 March, 201 0 arising on the accounting entries passed to give
affect to the Scheme of amalgamation and demerger.
The attached Reference Balance Sheet has been prepared by the Company and is the responsibility of Company's man
agement. Our responsibility is to issue a report on this balance sheet based on our review as aforesaid. Consequently,
we have not performed an audit in accordance with Generally Accepted Auditing Standards and do not express an audit
opinion.
Based on our review as aforesaid and according to the information and explanations given to us, we report that the
Reference Balance Sheet read with the notes thereon has been prepared in accordance with the aforesaid Scheme of
Amalgamation and Demerger.
Yours faithfully,
For K. N. Gutgutia & Co.
Chartered Accountants
B.R.Goyal
Partner
MembershipNo.12172

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Schedule 2
JUBILANT ORGANOSYS LTD (MERGED)
Reference Balance Sheet at close of Business on 31 sl March, 2010 pursuant to merger of Speciality Molecules Limited and Pace Marketing Specialities
limited with Jubilant Organosys Limited
.
(As. in million)
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As .t

Schedules

As at
31st March, 2010

SOURCES OF FUNDS
Shareholders' Funds
Share Capital

159.30

158.80

ReselVes 8. Surplus

21,854.99

21,569.72

Loan Funds

22,014.29
Secured loans

10,012.84

Unsecured loans

10,109.89

21,728.52
10,012,84
10,109.89
20,122.73

20,122.73
DeferredT.x .Llabllities (NeI)

2,058.72

44,195.74

43,901.00

APPLICATION OF FUNDS
Fixed Assets
Gross Block

21,040.56

20,505.98

15,087.51

14,592.52

less: Depreciation

,913.46

NelBlock
Capital Worl<;n-Prog,ess

2,766.78

Inveslments
Foreign Currency Monetary ItemTranslation Difference Account
Current Assets, Loans and Advances

2,721.93
17,854.29

17,314.45

18,385.56

18,692.03

58.62

58.62

Inventories

4,293.73

4,247.10

Sundry DeblOiS

3,082.53

3,073.05

Cash & Bank Balances

4,353.84

4,342.21

loans and Advances

Less: Currenl LiabilHles 8. Provisions

liabilities

5,226.23

5,195.56.

Provisions

4,474.28
9,669.84

Net Current Assels

7,897.27

7,835.90

Miscellaneous Expenditure
(To Ihe extent not written off or adjusted)

43,901.00
Notes 10 Accounts 8. Slgn"lcanl Accounting Pollcie.

Schedule "A" to "I" .nd "0' referred above form an integr.1 pari 01 the B.I.nce Sheet.

In lerms of our review report 01 even date attached.

For K. N. Gulgutla & Co.
Chanered Accounlants

a.

R, Goyal
Partner
Momborohip No. 12172
Harf S, Bhartia
Co-Chairman & Managing Director
Naida
Date: 8th July, 2010

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SCHEDULES FORMING PART OF THE BALANCE SHEET

(Rs, in million)
As at
31st March, 2010
Post-Merger

As at
31st March, 2010
Pre-Merger

Equily Shares of Re. 1 each

655,00

550,00

(Premerger 550,000,000 Equily Shares of Re.l each)

655,00

550-00

Equily Shares of Re. 1 each

159.31

158.81

(Premerger 158,811,775 Equily Shares 01 Re. 1each)

159.31

158.81

Equily Shares of Re. 1 each

159.28

158.78

A. SHARE CAPITAL
Aulhorised
655,000,000

Issued & Subscribed

159,313,139

Paid up
159,281,139

(Premerger 158,779,775 Equily Shares of Re. 1 each)

Add: Equily Shares Forteited (paid up)

0.02

0.02

159.30

158.80

Notes:
1) The Company issued Zero Coupon Foreign Currency Convertible Bonds due 2011 (FCCB 2011) for an aggregate value of USO 200 million, convertible at any time between 30th June, 2006 to 10th May, 2011 by
holders into fully paid equily shares of Re.l each of the Company or Global DepositaI)' Shares (GOS) each representing one equily share at an initial conversion price of Rs.413.4498 per share with a fixed rate of
exchange of Rs.45.05 " USD 1. Tha convarsion price is subject to adjustment in cartain circumstancas. Tha Bonds may also ba radaamad, in whola but not in part, at tho option of tho Company at any tima on or
aHer 19th May, 2009, subject to satisfaction 01 ce~ain conditions. Unless previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed on 20th May, 2011 at 142.429% of their principal
omount. The FCCB3 ore listed on Singapore Stock Exchange. The GOSs arising out of conversion of FCCBs are listed on Luxembourg Stock Exchange. USD 57.90 million Donds were bought back at a discount in
financial year ended 31st March, 2009, and the same were cancelled
The outstanding balance of FCCB 2011 USO 142.10 million, on conversion would result in allotment in of 15,483,391 equily shares of Re. 1 each.
2)

The Company issued Zero Coupon Foreign Currency Convertible Bonds due 2010 (FCCB 2010) for an aggregate value of USD 75 million, convertible at any time between 3rd July, 2005 to 14th May, 2010 by holders
into fully paid equily shares of Re.l each of the Company or Global DepositaI)' Shares (GDS) each representing one equily shares at an initial conversion price of Rs.273.0648 per share with a fixed rate of exchange
of Rs.43.35, USD 1. The conversion price is subject to adjustment in certain circumstances. The Bonds may also be redeemed, in whole but not in part, at the option of the Company at any time on or aHer 23rd May,
2008, subject to satisfaction of certain conditions. Unless previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed on 24th May, 2010 at 138.383% 01 their principal amount. The FC
CBs are listed on Singapore Stock Exchange. The GOSs arising out of conversion of FCCBs are listed on Luxembourg Stock Exchange. USD 22.343 million were converted upto 31st March, 2010 into equily shares
and this represents 3,547,022 shares of Re.l each as on 31st March, 2010 and USO 3 million Bonds were bought back at a discount in Ihe financial year ended 31st March, 2009 and Ihe same were cancelled.
The outstanding balance of FCCB 2010 USD 49.657 million, on conversion would result in allotmenl in of 7,883,231 equily shares of Re. 1 each.

3)

The Company issued 1.5% Foreign Currency Convertible Bonds due 2009 (FCCB 2009) aggregating USD 35 million, in Ihe year 200405. The'Bonds were convertible al any time between 14th June, 2004 and 15th
April, 2009 by hotders into fully paid equily shares of Re.l each of Ihe Company or Globat DepositaI)' Shares (GDSs) each representing one Equily Shares at an initial conversion price of Rs.163.646 per share with
a fixed rale of exchange on conversion of Rs. 44.805, USD 1. The Bonds could atso be redeemed, in whole but not in part, at Ihe option of Ihe Company al any lime on or aHer 141h May, 2007 and prior to 8th May,
2009, subject to satisfaction of certain conditions. Untess previously converted, redeemed or purchased and cancelled, the Bonds were 10 be redeemed on 151h May, 2009 a1113.70% 01 their prinCipal amount. The
FCCBs were listed on Singapore Stock Exchange. The GDSs arising out of conversion of FCCBs are lisled on Luxembourg Stock Exchange. Out of these FCCB 2009, USD 34.70 million were converted upto 31st
March, 2009 into equily shares and this represents 9,500,521 shares 01 Re.l each and balance of USD 0.30 million was redeemed during Ihe year.

4)

5)

Under the Jubilant Employees Stock Option Ptan ;

a)

Options in force as of 31s1 March 2010 365,331 options convertible into 1,826,655 shares of Re. 1 each.

b)

170,248 vested options have been exercised upto 31s1 March 2010 and 851,240 shares were allolled/transferred from Jubilant Employees Welfare Trust.

Paid up capilal includes:

a)

43,990,695 equily shares 01 Re. 1each fully paid allolled and issued in 200304, as bonus shares by capitalisation of Capilal Redemplion ReselVe in accordance wilh the resolution passed by the shareholders
daled 28th Februal)', 2004.

b)

1,644,020 equily shares of Re. 1 each allolled and issued pursuant to the Scheme of Amalgamation of erstwhile Ramganga Fertilizers LId. with the Company for consideration other than cash in
1994-95.(761,780 equily shares of Re. 1 each allolled to Vam Investments LId. and 159,420 equily shares of Re. 1 each allolled to Vam Leasing LId. were cancelled during the year 2002-03 - Refer note no
6 below).

c)

5,064,000 equily shares of Re. 1 each allolled and issued pursuant to the Scheme of Amalgamation to shareholders of erstwhile Anichem India LId. and of erstwhile Enpro Specially Chemicals LId. with the
Company for consideration other than cash in 1999-00. (1,620,970 Equily shares of Re.l each allolled to Vam Investment LId. and 1,714,000 equily shares of Re. 1 each allolled to Vam Leasing LId. were
cancelled during the year 2002-03 -ReIer note no. 6 below).

d)

114,835 , equily shares of Re. 1 each allolled to employees and directors of Company on exercise of the vested stock options in accordance with the terms of exercise under the 'Jubilant Employees Stock
Option Plan'.

6)

Pursuant to the Scheme of Amatgamation approved by the Hon'ble High Court of Judicature, Allahabad and Hon'ble High Court of Delhi, Delhi, and as contained in the Opening Relerence Balance Sheet annexed
to the Scheme, the paid up share capital of the Company reduced during the year 2002-03 by cancellation of 2,382,750 and 1,873,420 equily shares of Re. 1 each fully paid up held by erstwhile Vam Investments
LId. and Vam Leasing LId. respectively as investments in the Company.

7)

501,364 equily shares of Re. 1 each to be allolled and issued,pursuant to the Amalgamation of Pace Marketing Specialities Limited with the Company for consideration other than cash.
(Rs.11I IIIlIIiulI)

B,

As at
31st March, 2010
Post-Merger

As at
31 st March, 2010
Pre-Merger

105.52

22.82

RESERVES AND SURPLUS

Capitat ReselVe
Capital Redemption ReselVe
Amatgamation ReselVe

9.86

9.86

13.21

13.21

Securities Premium Account

7,527.07

7,324.50

General ReselVe

5,380.79

5,380.79

Surplus as per Profit & Loss Account

8,818.54

8,818.54

21,854.99

21,569.72

Total

,,;;:

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SCHEDULES FORMING PART OFTHE BALANCE SHEET

Aut

Asal

31s1 March, 2010

31Q1 March, lUlU

Post-Merger

Pre-Merger

6,597.00

6,597.00

48.34

48.34

3,367.50

3.367.50

10,012.84

10,012.84

C, LOANS
Secured
A.

Loans From Bank

Term Loans

[Including As.1,347.00 million (Pre-merger As.1 ,347.00) in foreign currency l

-

B.

Working Capital

Loans From Others

Term Loans
[Including As.3,367.50 million(Pre-merger As 3,367.50 mimon) in loreign currency l

Unsecured
Zero Coupon Foreign Currency Convertible Bonds -FCCB 2910 '

2,229.60

2,229.60

Zero Coupon Foreign Currency Convertible Bonds -FCCB 2011 '

6,380.29

6,360.29

Term Loan Irom Bank

'(Aefer Nole 12 of Schedule '0')

1,500.00
10,109.89

10,109.89

Noles:
1.

Rupee Tarm Loans amounting to As. 5,250.00 million from Corporation Bank and Central Bank of India and External Commercial Borrowings amounling 10 As. 1,347.00 million from State Bank of India New York
and Cmbank N.A. London are secured by a first panpassu charge by way 01:
a.

Mortgage of the immovable fixed assets situated at Bhartiagram, District Jyoliba Phoolay Nagar, uttar Pradesh and immovable lixed assets sftuated at Village Samlaya, Taluka Savfi, District Vadodara, Gujara!
and

b.

Hypothecation on the entire movable fixed assets, both present and future pertaining to all manufacturing facitities of the company.

2,

Other Term Loan in Foreign Currency amounting to As. 3,367.50 million from Housing Development Rnance Corporation Limited is secured by First Mortgage by way of dsposit of onginal till. deeds of specified
land and buildings situated at Noida, Greater Noida, Nanjangud. Nira, Roo""'., Chitlorgarh, Bharuch and at Ambemath owned by asubsidiary.

3.

Working Capital Facilities sanctioned by Consortium of Banks and notified Financiallnslitutions ccmprising of [CIC[ Bank Umiled, Corporation Bank, Punjab National Bank, State Bank 01 India, Canara Bank, Export
fmport Bank 01 India, ING Vysya Bank ltd., Central Bank 01 India and Standard Chartered Bank are secured by a first charge by way of hypothecation, ranking paJi passu inter-se Banks, of the entire book debts
and receivables of the Company and inventories both present and future, of the Company wherever the same may be of be held. The working capital sanctioned limits also include Commercial Psper Programme
of As. 1,000 million as suhlimit carved out from the funded limits, ageinst which the batance outstanding as at 31st Maroh 2010 Rs. Nil.

Asat
31s1 March, 2010
Posi-Merger

31st March,2010
Pre-Merger

2,305.41

2,294.68

D. DEFERRED TAX LIABILITY

Deferred Tax Liabilities
Deferred Tax Assels
Deferred Taxtiabllilies(Net)
(ReIer Note 15 (A) of Schedule '0')

246.69

244.93

2,058.72

2,049.75

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SCHEDULES FORMING PART OFTHE BALANCE SHEET

E,

FIXED ASSETS
(Rs. in million)
G R OS S BLOC K-COST IB 0 0 KV A L U E
Description

TQtal
asat
31s1 March, 2010

AdditiQnson
actountol
scheme 01
Amalgamation
& De-merger

Total
as at
31s1 Maroh, 2010

DE P R EC I Ail 0 N I AM 0 RTiZAT ION

Total
asat
3tst March, 2010

Addhlonson
account 01

sen_of

NETBLOCK

TQtal
asat
31st March, 2010

Aut
31st March, 2010
(Posi-Merger)

As a!
31.t March, 2010
(Pre-Merger)

Amalgamation
& Qe-merger

Land
338.28

339.28

0.23

0.23

n4.99

444.73

166.11

6.77

172.66

913.20

843.41

117.83

0.38

118.21

824.14

820.56

6.70

107.18

107.18

5,263.05

29.70

5,292.75

11,602.57

11,465.18

(a)

Fr""hotd

339.28

(b)

Leasehold

444.73

280.49

725.22

1,009.52

76.65

1,086.08

938.41

3.94

942.35
113.66

6.70

16,728.23

167.09

16,895.32

339.28

Buildings
(a)

Factory

(b)

Others (1)

i Railway Sidings
i

113.88

Plant &MachinelY

60.19

0.03

60.22

36.79

0.Q1

36.80

23.42

23.40

Office Equipmenls

235.50

3.27

238.77

126.84

1.45

128.09

llQ.68

108.86

Furniture & FiXtures

309.87

3.20

310.07

80.35

1.05

91.40

218.67

216.52

219.85

42.22

42.22

177.63

177.63

Vallieles

Intangibles
a)

Intematly ganeratad

b)

Other

- PatentsiMarket Authorisation

219.85

-Righls

46.76

46.76

44.42

44.42

2.34

2.34

-Software

62.76

62.76

19.35

19.35

43,41

43.41

21,040,56

5,913.46

5,953.05

15,087.51

14,592.52

TOTAL

20,505.98

534,58

39.59

Capital Work In Progress, Capitat Advances &Project Expenses Pending CapitalisaliOn [including R&O Inlangibles]

2,766.78

2,m.93

17,854.29

17,314.45

Notes:
(1) Building includes Rs.SOO being cost of share in Co-operative Housing Sociely.
(2) Title Deads perlaining to land al Galraula purchasad during the year 2007-08. measunng 2.60 acres are yello be registered in lhe name 01 Company.
(Rs. in million)
Aul
31e1March,2010
Post-Merger

Aut
31 at March, 2010
Pre-Merger

F, INVESTMENTS: (At Cost)

Number

Face value
per unit

All unquo1&d unless olherwlse speclfiad

Trade Inveslmenls(Long Term)
In Subsidiary Compsnies
A) Fully paid Equity Share.

375

No Pal Value

- Jubilan! Organosys (USA) Inc.

17.11

17.11

EUROI

- Jubilanl Pharma N.V. (Belgium)

743.79

743.79

12,682.59

12,662.59

1.660.44

1,660.44

(375)
13,800.000
(13.900,000)
273.966.994

USDI

-Jubilant Pharma Pie. ltd. (Singapore)

(273.953,994)
200

No Par Value

- Cllnsys Holdings Inc. (USA)

(200)
29.244,000

RS.l0

- Jubilant Infraslructure Ltd

377.40

377.40

AS.l0

-Jubilant Firsl Trust HeallhCare lid

391.75

391.75

Rs.l0

- Speciality Molecules lid

(29,244.000)
8,466,630
(8,466,630)
310.70

(5,00,000)
8) Preference Shares
- Jubilant Chemsys ltd.
14,400.000
(14.400.000)

Rs.1O

6% Optionally Convertible Non-Cumulative Radeemable Prefere",;e Shares fully paid.

144.00

144.00

18.600.000

Rs.l0

8% Optionally Convertible Non-Cumulative Radeemable Pffifeffinee Shares lully paid.

186.00

166.00

20,850.000
(20.850,000)

Rs.l0

6% OpliOnaily Convertible Non-Cumulative Redeemable Preference Shares fully paid up

208.50

208.50

6,200,000
(6,200,000)

RS.l0

8% Oplionally Convertible Non-Curnulalive Redeemable Pffiference Sheres fully paid up

62.00

62.00

(1~.600.ooo)

- Clinsys Clinical Research ltd

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SCHEDULES FORMING PART OF THE BALANCE SHEET

As at
31 sl March, 2010
Post-Merger

As a!
31st March, 2010
Pre-Merger

45.50

45.50

INVESTMENTS: (At Cost) Contd.

Number

Face value
per unil

All unquoled unless otherwise specified

4,550,000

As.l0

Forum 1 Avialion Lid-Equity Shares fully paid up

As.l0

Voilh Paper Fabrics India L1d.-Equity Shares fully paid up(Quoted)

530
(-)

As.l0

Minerva Holding Ltd.-Equity Shares tully paid up

132

Rs.tOO

Kashipur Holdings Ltd.-Equity ShaIes tutty paid up

Non Trade Investments

(4,550,000)
448

0.08

H
Current Investments
Investment In Mutual Fund
50,767,483

As.l0

Rettgere Short term Ptan -Institulional Dally Dividend

510.66

510.66

UTI-Treasury Advantage Fund-Inslitulional Plan ( Daily Dividend)

350.68

350.68

1,005.06

1,000.91

18,692.03

1,866.40

1,862.25

(50,767,483)
350,609

As.loo0

(350,609)
100,505,321

As.l0

LlC MF Income Plus-Fund Daily Dividend Plan

(100,090,569)

Aggregate NAV 01 Current Investments

Aggregate amount 01 quoted investments

-cost

0.08

- maIket vatue

0.08

Notes: (1) Figures In () are in respect 01 Pre-merger

Au!

As at

G. CURRENT ASSETS, LOANS AND ADVANCES

Current Assets
Inventories: (Including inTransit & with Third Parties)
- Raw Matenals

2,034.96

2,010.94

- Stores, Spares, Pro:ess Chemicals, Catatyst. Fuels &Packing Matenat

537.49

534.11

- Process Stock's

664.tO

660.89

1.157.18

1.151.16

- Finished Goods (including Trading Goods)

4,247.10

Sundry Debtors
Unsecured
- Over Six Months -Good (1)
- Doubtlul

236.29

236.29

28.91

28.91

3.111.44

3,101.96

- Other Debts - Good (1)

Less: Provision [or Doubtlut Debts

28.91
3,082.53

28.91
(2)

3,073.05

Cash & Bank Balances

- Cash in hand and as Imprest
- Cheques/Drafts in hand

3.51

3.34

162.60

162.60

3.904.41

3,893.02

- With Scheduled Banks

- On Current Accounts(3)

- On Dividend Account

11.09

11.09

- On Deposit Accounts (4)

155.14

155.07

- Wrth Non Scheduled Banks (5)

117.09

117.09
4,342.21

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SCHEOULES FORMING PART OFTHE BALANCE SHEET

Asal

Asat

Loans And Advances

(Unsecured. Considered good)

- Loans to - Subsidiaries (including interest accrued)

- Jubilant Employees Welfare Trust(6)
- Advances recoverable in cash or in kind {)f for \lalue 10 be received (7)
~Oepos!ts

1,361.80

1.361.BO

423.21

423.21

1.071.99

1,062.02

96.80

95.30

- DeposilslBalances with Excise I Sales Tax Authorities (8)

B32.00

B18.41

,- Advance Payment of Income TaxlWealth Tax (including IDS)

606.14

600.33
1,482.31

- MAT Credlt En!illement

5,879.24

17,505.74

17,809.34
(1)

Includes, Subsidy receivable:

a)

Due over six months -As, 43.26 million (Pre-Merger As.43.26 million).

b)

Others Rs.172.<ffi million (Pre-Merger As.172.<ffi million).

(2)

Debtols are net of bill discounting amounting to Rs. 850.00 mitlion (Pre-Merger Rs.850.00 mitlion).

(3)

Includes, As.3,871.33 million (Pre-Merger AS.3371.33 million) in Escrow Account consequent upon allotment of Shares as on
31st March, 2010.

(4)

Includes, Margin Money AS.3.13 miltion (Pre-Merger As.3.OS million).

(5)

Maximum Balance outstanding during the year:

a)

As. 0.00 million (Pre-Merger As,0.90 million) with ICICI8ank UK Ltd.

b)

As. 205.04 million (Pre-Melger As.205.04 million) with S8t New York.

c)

As. 243.46 million (Pre-Merger As.243.46 million) with Citibank N.A., Hong Kong

<II

As. 6.33 million (Pre-Merger As.6.83 million) with Citibank N.A., Escrow Alc, Hong Kong.

(6)

Net of deferred tax of AS.l1.69 million recoverable

(7)

Includes As. 201.26 million (Pre-Merger RS.201.26 million) Export Banefils Aeceivables.

(B)

Deposit against disputed demands-As.130.60 million (Pre-Merger As.130.60 million).

H. CURRENT LIABILITIES AND PROVISIONS

A) Current Liabilities

Sundry Creditors and Expenses Payable

22.71

22.71

Others

3,058.28

3,028.44

Acceptances

1,869.85

1.869.85

Trade Deposits &Advances

74.22

74.22

Interest Accrued but not due

80.31

80.31

107.75

106.92

Due 10 Micro, Small and'Medium Enterprises

(Aefer Nole 10 of Schedule '0')

Orher Liabilities
tnvestors Education and Proteclion Fund shall be credited with the following amounts namely:
Unclaimed/unpaid Dividends

11.09

Unclaimed Axed Deposils

2.02

B) Prevtsions

F{)f DiVidends on Equity Shares(lnciuding Dividend Dislributlon Tax)

370.30

370.30

For Inceme Tax, Wealth Tax & F8T

B19.56

813.32

For AelimmenUPost retirement Employee Benelits

354.13

348.81

For others(l)
Total (MB)
(1) Includes Premium on fedemption 01 FCCSs As. 2,835.33 million (Pre-Merger As.2,835.33 million) and Provision of loss of As. 63.36 mllflOn (PreMerger As.63.as million) on marked to market of
unulilised forward covers oulstanding.

As at

I, MISCELLANEOUS EXPENDITURE
(to the extent not written off or adjusted)
Payments under Voluntary Aetirement Scheme

As at

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Notes to the Accounts

O. NOTES TO THE ACCOUNTS AND SIGNIFICANT ACCOUNTING POLICIES

Notes to the Merged Balance Sheet as at 31st March, 2010
1.

STATEMENT OF SIGNIRCANT ACCOUNTING POLICIES:

A.

Basis of Accounting! Preparation

The financial statements of Jubilant Organosys Lld.(lhe Company) have been prepared and presented under the historical cost convention with the exception of certain assets which has been accounted
for at their respective Fair Values on Amalgamation on Ihe accrual basis of ac<:Ounting in accordance with the accounting principles generally accepted in India ('GAAP") and comply with the mandatory
accounting standards ootilied by the Central Government ollndie end with the relevent provisions of the Companies Act, 1956. The Financial Statements are presented in Indian rupees rounded off to the
nearest million
The preparation 01 financial statements in conloomily with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of conlingent
liabilities at the date of financial statements and the results of operations during the reporting periods. Management believes that the estimates used in Ihe preparation 01 the linancial slatements are plUdent
and reasonable. Actual resulls could vary irom lhese estlmales. Any revision to accounting estimates is recognised In the period in which such results ~re knownlmateralised.

B.

a.

Fixed Assets and Depreciation

(I)

Fixed Assets are stated at original cosl net of tax/duly credits availed. if any, less accumulaled depreciation/amortisation. The cost of fixed assets includes effect 01 exchange differences on long teon
loreign currency bonowings, freighl and other incidental expenses related to the acquisition and installalion 01 the respective assets. Borrowing costs directly aHributable to fixed assets which necessarily
take a subslantial period 01 lime to get ready lor their intended use are capitalized. In case of fixed assets acquired at the time of amalgamation of certalnentltie. with Company, Ihe same are recognised
at book valuellair value ascartained by the valuers.
Insurance spares I standby equipments are capitalised as part of the mother assets and are depreCiated at the applicable rates, over the remaining useful lile 01 the mother assets. Such spares are
charyed off, on issue lor Consumption.
Interest on loans and other linancial charges in respect of qualifying assets and preoperative expenses including Trial Run Expenses (Nel of lrial run receipts, if any) lor projects andlor subslantial
expansion up to the date 01 commencemenl of commercial production/ slabilisation of the projecl are capitalised.

(ii)

Depreciation is provided on Straight Une Method al rates mentioned and In the manner spacmed In Schedule XIV 10 the Companies Act, 1956 (as amended), on the original cosY acquisition cost 01
assets and read wilh Ihe stalemenl as mentioned herein under. Certain plants were classified as continuous process plants Irom Ihe IinaOOal year ended 3Hl3-2000 and such classlficalion has been
done on lechnical assessment, (relied upon by the auditor being atechnical matter) and depreciation on such assets has been provided accordingly.
Depreciation, in respect 01 assets addecllinslalled up 10 December 15, 1993, is provided at the rates applicable at the time 01 addilionslinslallations ollhe assets as per Schedule XIV 10 the Companies
Act, 1956 and deprecialion, in respect 01 assets addndftl1stalled during the subsequent period, is provided at the rates, mentioned in Schedule XIV to the Companies Act, 1956 read with Notilicalion
<lated 16th December, 1993 issued by Departmenl 01 Company Affairs, Government 01 India except lor the loIlowing classes 01 fixed assets which are depreclaled over the useful life estimated as
under;
a.

R&D relaled Equipmenls & Machineries: ten years.

b.

Molar Vehictes: five years.

c.

Computer & Inlormalion Technology related assets: three to five years.

d.

Certain employee perquisile - related assets: live years, being the period 01 the perquisite scheme.

Depreciation on assets added/disposed off during the year has been provided on pro-rata basis with reference to the month of addition/disposal.

Deprecialion on exchange lIuctualion cepitallsed is charyed over the remaining useful IiI. of assets in line wilh accounling policy O. 1.(F).

b.

Intangible, Markel Authorisation and amortisation

Intangible assels are reccrded at the consideration paid for acquisition. Intangible assels are amortised over their eslimated useful lives subject to a maximum period of ten years on straighHine basis,

commenCing lrom Ihe date the asset is available to the Company lor lis use.

Cosl incurred lor product developmenlleading to Me",et Authorisations are recognised as intangible assets and amortised on a straighHine basis over a period of five to ten years from the date of

regulatory spprovaL Subsequent expendilures on development 01 such products are also added to the cost 01 intangibles.

Expendilura for acquisilion end implementalion 01 Software systems is recognised as intangible assels and amortised on straighHine basis over a period 01 live year.

c.

C.

leased Assets: Amortisation/charging off

(i)

Leasehold Land value Is not amortised In view of the long lenure of the un-expired lease period/option 01 conversion to freehold at the expiry 01 lease tenure.

(Ii)

Other lease assets: Assets, if any, acquired under financa lease are capilalised atlhe lower of their fair value and the present value 01 the minimum lease paymenl in line with the Accounling
SlJlndard 19(A5-19)--"Leases', notified by the Central Government 01 India. In respect of olher leases,lease renlals are charged to Profit and Loss Account

Valuation of Inventories
InventoJies are valued at lower of cos! or net realisable value excepl scrap, which is at net estimated realisable value.

The methods of deleonining COS! of vanous categories 01 inventories are as lollows:

I Raw materials

Weighled average method

I Stores and spares

Weighted average method

D.

Work-in-process and linished goods (manufaclured)

Variable Cost at weighted average including an appropriale share of production overheads

i Finished goods (traded)

Actual cost of purchase

I Goods in Iransit

Aclual cost of purcl1ase

Cost includes all direcl costs, cost 01 conversion and eppropriate portion 01 overheads and such other costs incurred as to bring the inventory 10 ils present location and condition inclusive 01 excise duly
wherever applicable. Cost loonula used is based upon weighled average cost
Investments
long Term quoted investments (non-trade) if any, are valued at cost unless there is apenmanent fall In their value as at Ihe dale of Balance Sheet
Unquoted inveslments in subsidiaries being 01 long lenm and 01 slrategic in nature are valued at cost and no loss is recognised lor the fall, if any, in their nel worth, unless Ihe diminution in value is other than
lemporary. Investment in Foreign Subsidiary Companies are expressed in Indian currency at the rates prevalling on Ihe dale when the remittance for the purpose was made! foreign currency balance abroad
was usad, as the case may be,

E.

Current Investments are valued at lower of COSI or fair value.

IncomeTax
Current Tax
Current tax expense is based on the provisions 01 Income Tax Act,1961 and judicial interpretations thereof as al the Balance Sheet dale and takes into consideration various deductions and exemptions to
which the Company is entitled to as well as Ihe reliance placed by the Company on th.legal advices received by it
Deferred Tax
Delerred tex charge or credit rellects Ihe lax e"acts 01 timing differences between accounting income and taxable income for the period. The delerred tax charge or credit and the corresponding delerred tex
liabilities or assets are recognised using Ihe tax rales that have been enacted or substantially enacted by the balance sheel dste. Deferred tex assets are recognised only to the eldent there is reasonable
certainty thai the assets can be realised in fulure; however, where thara is unabsQllJed depreciation or carry l0!W8rd of losses, deferred tax assets are recognised only if there is avirtual certainly 01 realisatIOn
01 such assa!s. Delerred tax assets are reviewed al each balance sheet date end is wrilierH:Iov.n or written-up to reflect the amount Iflat is reasonablyMrtually certain (as the case may be) to be realised.
Minimum Alternate Tax
Minimum Altemate Tex (MAT) credit is recognised as an asset only when and to the eldent there is convincing evidence that the company will pay oormal income tax during the specified period. In the year
in which MAT credit becomes eligible to be recognized as an asset in accordance with the recommendalion contained in the Guidance Nole issued by the Instilute 01 Chartered Accountants 01 India , the said
asset is created by way 01 a credillo Ihe Profit and Loss Account and shown as MAT Credit Entitlement. The Company reviews the same at each balance sheet dale and writes down the carrying amount of
MAT Credit Enlitlement 10 the extent there is no longer convincing evidence to the effect thai company pay noomal income tax during the specified period.

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Notes to the Accounts

F.

Foreign Currency Conversions/Translation

Transaclions in loreign currency are recorded at the exchange rate prevailing onlor closely approximating to the date of lransaclions. MonelalY Assets and Uabilities are restated at the rale prevailing at the
period end or at the spot rate at the inception 01 torward contract where 10iWard cover lor specific assetlliability has been laken and in respect 01 such forward contracts the diHerence between the contract rate
and the spot rale at the inception of the lorward conlracl is recognised as income or expense in Profit & Loss Account over the lile of the contract. All other outstanding fOiWard contracls on Ihe closing dale
ara marked 10 market and resullant gain or toss is recognised as income or expense in the Profit and toss Account.

The Company has opted lor accountif\llthe exchange diHerences arising on reporting 01 long lerm loreign currency monetalY items in line wilh Companies (Accounting Slandard) Amendment Rules 2009 on
Accounting Siandard 11 (AS-H) - "The EHects 01 Changes in Foreign Exchaf\lle Rales" notified by the MinisilY 01 Corporate AHairs on 31 st March, 2009 , Accordingly the eHect 01 exchange diUerences as
updated on reporting date, on loreign currency borrOWings ,neluding FeCBs 01 the Company;s adjusted 10 cost 01 lixed assets to the eldent il relates to ulilisalion 01 funds lor acquisition 01 depreciable capital
assets and the balance is accumulated in Foreign Currency MonetalY Item Translation Difference A=unt (FCMtTDA) and amortised during the balance panod 01 such Iof\ll term liabllity but not later Ihan
31st MaJch, 2011,

G.

Provisions, Contlngenl Liability and Contlf\llent Assets

The Company recognises a provision when there is apresent obligation as a r~sult (if a past event that probably reQUires an outflow of resources and a reliable estimate can be made of the amount of the
obligalion. A disclosure for a conlif\llent liability is made when there is a possible obligation or a present obligation thai may, bul probably will not require an oulow of resource. Continganl Assets are nol
recogniscd/disclosod. Provisions, Contingent Liabilities and Conlingent Assets arn rnvinwed at each Balance Sheel Date.
H.

Research & ~velopmenl

Revenue expenditure on Research and Development is included under the natural heads of expenditure,

Capital expenditure on Research and Development (R&D) is capitalised as fixed assets, Development cost includif\ll regulatory cost and legal expenses leading to Market Authorisation relating to the new
and improved product and/or process development is recognised as an inlangible asset to the extent thet it is expected that such asset will generate future economic benefits, Olher Research & Development
cost is expensed as incurred,
Employee Benefits
Short teon employee benefit and contribution to delined contribulion plans e.g. recognised providenllund, employee slale insurance and superannuation scheme are recognized as expense on accrual
at the undiscounted amount In the profil & loss account.
'
Gratuity and leave encashment which are defined benefits are recognised in the prolit and loss a<xount based on actUarial valuation using projected unit credit melhod as at balance sheet dale by an
independent actualY, Actuariat gains and losses arising Irom the expenence adjustment and change in actuarial assumption are immedialety recognized in the Prolit and loss account as income or
expense, The gratuity liability lor certain employaes 01 one of the units of the company Is funded wilh Lile insurance Corporation 01 fndia.
In respect 01 PMSL, Contnbutlons toward Gratuity Fund & Superannuation Scheme are made 10 trust, adminislered by the Company (PMSLj, The accounts altha same are kept with Ufe Insurance
Corporation 01 India under their group schemes,

J.

Borrowing Cost
Borrowing cost includes ancilialY cost. Borrowing cost aMbulable 10 acquisitions and construction of qualifyif\ll assels are capitalized as a part 01 the cost 01 such assets up-to the dale as mentioned in Note
No, B(a)(i) above, Other borrowing COSls are charged as expenses in the year in which they arise,

K.

Revenue Recognition
Revenue from sale 01 products is recognised when the signilicant risks and rewards of ownerShip of the products have been kanslerred to the buyer, recovelY ollhe consideration is probable and the amount

of revenue can be measured reliably, Revenues include excisa duty and are shown net of sales tax and value added tax (except excise duty) il any.

Revenue Irom fixed-jlrice contracls are recorded on aproportional completion basis, Relundable fees are deferred and recognized as revenue in the period in which all conlractual obligations are met and

the contingency is resolved,

Royalty revenue is recognized on an accrual basis in accordance wilh contractual agreements when all significant contractual obligations have been satiSfied, Ihe amounts ara deteoninable and collection

is reasonably assured.

Dividend income is recognized when the unconditional right 10 receive the income is established, Income lrom interest on deposits, loans and interesl bearing securities is recognized on lime proportionate

melhod.

Any sales for which the Company has acted as an agant without assuming Ihe risks and rewards 01 ownership have been reported on a net basis.

Export incentives/ benelits are accounted for on accrual basis and as per lhe principles given under Accounting Standard 9 (AS-9) on "Revenue Recognition", notilied by the Central Government of India

L,

M.

Miscellaneous Expendilure I Amortisation

(i)

Paymenls under VoluntalY Ralirement Scheme are amortised over a period 01 Ihirty six months commencing from Ihe month in which paymenl/liability arise,

(iI)

FCCB and share issue expenses/premium payable on redemption 01 FCCSs are adjusled against securilies premium account

Segment Reporting
The accounting poliCies adopilld lor segmenl reporting are in line with accounting policies ollhe Company, Revenues, Expenses, Assels and Liabilities have been identified to segmenls on the basis 01 their
relalionship to operating activities 01 the segments (laking in account the nalure 01 producls and services and risks & rewards associated wilh them) and intemal management inloonallon systems and the
same is reviewed lrom time to time 10 realign the same 10 conloon to Ihe Business Units of the Company, Revenues, Expenses, Assets and Liabilities, which are common to Ihe enterprise as awhole and are
not allocable to segments on a reasonable basiS, have been Ireated as "Common RevenuesiExpansesiAssetsiLiabilities", as the case may be,

N.

Earning Per share

The basic earnif\lls per shere is calculated by dividing Ihe net prolil aher tax for the year by the weighted average numbar of equity shares outslanding during the year. For the purpose of calcutating diluted
eamings per share, net prolil aher lax during the year and the weighted average number 01 shares outstanding during the year are adjusted lor Ihe effect 01 all dllutive potential equity shares, The dilutive
potential equity shares are deemed converted as of the beginnif\ll 01 the year unless they have been issued at a later date, The dilutive potentiat equity shares are adjusted lor the proceeds receivabte had
the shares been actually issued at lair value (I.e, average market value 01 the outslanding shares),

O.

Impairment of Fixed Assets

The Company assesses at each Balance Sheet date whether there is any indication that an asset may ba impaired, If any such indication exists, the Company estimales the recoverable amount of the asset
II such recoverable amounl 01 Ihe asset or the recoverable amount of Ihe cash generaling unit to which the assets belongs is less than the carrying amount, the carlYing amounl is reduced 10 its recoverable
amount The reduction is treated as an impairmenlloss and is recognised in Ihe Profil and Loss A<xount II at Ihe Balance Sheet date there is an indicalion that previously assessed impairmenlloss no IOf\ller
exisls, the recoverable amount is reassessed and the assel is reflected at Ihe recoverable amount.

P.

Employee Stock Option Schemes

In accordance with the Securities and Exchange Board 01 India Guidelines, in respect of the stock options granled pursuant to tha Company's Stock Option Scheme, the intrinsic value, if any, 01 Ihe option
being the excess of the market price, 01 share over Ihe exercise price 01 tha option, at the dale 01 grant 01 option. is trealed as discount and accounted as employee compensation cost and amortised on a
straight-line basis over the vesting period,

2,

Scheme of Amalgamation & Oemerger:

a)

These accounts have been prepared laking into accounl Ihe effect 01 Part C of Sections I & 11 01 the proposed Scheme of Amalgamation & Demerger between the lollowing companies:.
Jubilant Organosys Limited (JOL) engaged In Ihe business of providing Lifesciences products &selVices;
Speciality Molecules Umited (SML) engaged in the business 01 manulacturing primarily pyridine derivatives and a wholly owned subsidiary 01 JOL;
Pace Marketing Specialities Limited (PMSL) engaged in contract manufacturing of adhesives and epoxy puny lor JOL; and
Jubilanl Industries Limited (JIL) to be engaged in the business 01 agll-products and penoonance polymers and a wholly owned subsidialY of JOL;
and their respective shareholders and creditors ( hereinafter relerred 10 as 'he Scheme'
and the accounts will be effective only affer necessalY approvats have been received lrom Ihe Hon'ble High Court of Allahabad. UHar Pradesh and after alt lormalities required 10 aHecl the Scheme
have been complied with,

b)

Pursuant to the Scheme 01 referred to above, SML & PMSL will amalgamale with JOL wilh eUecllrom the Amalgamation Appoinled Date i.e close 01 business on 31 rt March, 2010 , Pursuant 10 the merger 01
SMl & PMSL with JOL, the "business undertakings" (as delined hereinafter) 01 JOL will be demerged inlo JIL as at Ihe Demerger ApPOinted Date I.e commencement of business on 1" April 2010.
"Business Undertaking" means, colleclive/y, (il !!!JliJ;iJJxIu.QJ!iJiMlil1n consisting 01 al single super phosphale and bl agro chemiCl11 lor crop products; (iii performance polymeuliYision, consisting 01
al food polymer ( Solid PVAI, bl VP Latex and SBR Latex, cl consumer praduc!s and dl applicalion polymer products and (iiillMEL division. 01 the Transleror Compeny (collectively, the "Business

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Notes to the Accounts

c)

This balance sheet reliects the amalgamaUon 01 SML & PMSL with JOL on31" March 2010 pursuant 10 the Scheme

d)

In accordance with the Scheme, the amalgamaflon of SML into JOL has been accounted lor under the "Purchase method wherein all assets and liabilities as on March 31, 2010, as reccrded in Ihe books of
SML have been recorded in books of accounts by JOL atlheir respective fair values, Post merger, the share capilat issued by SML and held by JOL has been cancelled and consequently the corresponding,

Investment appearing In the books of account of JOL has been removed from its books,

The eHect of the Scheme In respect of the amalgamation of SML into JOL is as follows:

Irn:rease I (Oecrease) In:

Assets

Amount (Rs, In million)

, Fixed Assets (including CWIP - Rs, 44,8 million)

2M,8

!"",,entories

44,5

! Sundry Debtors
I Cash & Bank Balances

9,5

7,3

Loans &Advances

31.0

; Liabilities
, Current liabilities

29,4

Provisions

9,2

i Deferred Tax Liability (Net)

7.4

, Investments in SML

(310.1)

L~phal Reserve
e)

20.4

In accordance wilh the Scheme, the amalgamation of PMSL into JOL has been accounted for under the "Purchase" ",ethod and wherein all assets and liabilities as on March 31, 2010, as recorded in the
, books of PMSL have been recorded in books 01 acccums by JOL at Ihelr respective fair values and JOL will issue 501,364 equity shares 01 Re. 1 each fully paid up as a consideration for the amalgamation
to Ihe shareholders of PMSL on the basis of lIle swap ratio delermined by lIle Board 01 Olrectors of both JOL and PMSL. Shares fo be Issued have been accounted for at their lair value and the difference
between the lair value of shares to be issued and thair aggregate lace value has been credited to Securities Premium Account. The difference between the fair value of net assets laken over and fair value of
share capital to be issued is credited to Capital Res.rve, The eHect of the aforesaid proposed Scheme of Arrangement is as follows:
Increase I (Decrease) In:

LParticulars

Amount (Rs.ln million)

I Fixed Assets (including CWIP - Rs. 0.1 million)

255.1

, Investments

4,2

I tnventories

2.1

I Sundry Debtors

NIL

i Cash & Bank Balances

4,2

i Loans &Advances

4.8

I Current liabilities

1.2

: Provisions

2.3

I D.ferred Tax Liability (Nel)

1.5

INet Assets

3.

Capllal Commltmenls

4.

Contingentliabililies

265.4

Estimaled amount 01 Contracts remaining to be executed on Capital Account (Nelof Advances) Rs. 1,276.91 million (Pr....Merg.r Rs.t235.14 mlllion)IAdvances Rs. 115.78 million (Pr....Merger RS.115.25 million].
a)

Claims/Demands in respecl of which proceedings or appeals are pending and are not acknowledged as debls on account of:
(Rs. in million)

Central Excise

As at
31 st March,201 a
(Pr....M.rger)

32,27

32.27

Customs

40.69

40.69

, SalesTax
, Income Tax

46,82

48.82

189.05

lS9.05

Service Tax
Others
b)

Aut
31st March,2010
(Post-M.rger)

34.62

34.62

144,31

144.27

The Company has challenged the levy 01 rranspo~ lee by Slate of Maharashtra on consumption 01 reclified spirit and molasses in the Nira facloljl. The order of State imposing the levy was stayed by the
Hon'ble Mumbai High Court on 22nd October, 2001. The Company has been advised that the tevy oflransport fee on reclified spirit and molasses by State is not tenable. However, the Company has deposited
Rs. 6,28 million under protest oul olllle totallransport lee of Rs. 133.74 million.

c)

Oulslanding guaranlees fumished by Banks on behall of the Companylby the CQmpany including in respect 01 Letklrs of Credits is Rs. 2,607.52 million(Pre-Merger Rs,2.605.60 million),

d)

The Company has given Corporate Guarantee on behall of its subsidiaries, HSL Holdings Inc. & Draxis Specialty Pharmaceulicals Inc, to ICICI Bank UK, ?LC. & ICICI Bank. Canada fOf usa 50 million
(effective guarantee as at 3tst March, 2010 USD 31.25 million) and USD 50.21 million respectively (tolaleffeclive guarantee equivalent to Rs, 3.657.59 million), 10 secure linanciallacilily granted by them.

e)

Exports obligation undertaken by the Company under EPCG scheme to be completed over aperiod 01 five/eighl years on accounl of impo~ of Capital Goods at concessional import duty remaining oulstanding
is Rs. 434.05 million(Pre-Merger As.434.05 million). Similarly Export obligation under Advance License SchemelDFIA scheme on duty free import 01 specirIC raw materials, remaining outstanding is
Rs, 1.011.82 (Pr....Merger Rs.l.011.82) million. '

f)

The Company has challenged the increase in denaturing fee by the Slate of Uttar Pradesh w,e.! 1st April ,2004 on denaturing of rectified spirit in the Gajraula faclory belore the Hon'ble Allahabad High Court
and the writ petition has been admitled by the court, The Company has deposited Rs 19.11 million under protest Which is shown as deposits,

g)

Zila Panchayat at J.P. Nagar (in respecl of Ihe Company's Gajrauta plant) served anotice demanding a cOl11pensatlon 01 Rs. 277.40 million allegedly IOf, percolation of poisonous water stored In lagocns and
flowing through the land 01 Zila Panchayal resulting in loss of crops and Cattle of the farmers and for puHing poisonous tty ash on national highway which caused loss 10 the health and damages to eyes and
skin of people.
District Magistrate Issued arecovery certificate along with 10% collection charges inllating lIle demand to Rs. 305.14 million. In Ihe opinion of lIle Company, the Zila Panchayal has no jurisdiction in raiSing Ihis
demand, The demand was challenged In Hon'ble Allahabad High Cou~ and the court stayed the demand till further orders.

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Notes to the Accounts

h)

5.

The Company has challenged Ihe levy ollicens. fees of Rs. 2;87 million by Slate of UHar Prapesh, for grant of PD-2llcense for manufacture of Elhyl Alcohol lor induslrial use, before Ihe Hon'ble Allahabad
High Cou~. The wril pelilion has been admiHed and is being lisled lor final hearing. Though Ihe amounl has been deposiled and shown as such, no provision againsllhis has been made as Ihe issue is covered
by Ihe eartier favorable judgmenl ollh. Hon'ble Supreme Cou~ of India.

The Hon'ble Supreme Coon has quashed Ihe levy 01 license lee by Siale of UHar Pradesh on caplive consumption 01 denalured spiril in the Gajraula factory, and has ordered Ihe relund ollha lae paid during Ihe
period of dispule subjecllo condition thallhe amounl has nol been collected from Ihe Company's customers. Further Ihe Court has direcled Ihe Stale 10 investigale whether Ihe Company has collected Ihe dispuled
fee froll1ll~ custum"," tu llie exbml uatlk YUGlallte", were fumi.hed.
The Company is entiilOOlo a refund 01 Rs. 04.06 million as the amounl paid during Ihe period of dispule or secured by bank guaranlees was not coilected lrom its customelS, Accordingly the Company has
approachOOlhe Stale of Unar Pradesh lor the refund of the said amount.

o.

The deferred lax i. net 01 amounl recoverable lrom the Employees Welfale Trust lowards Ihe tax chargeable on the income 01 trust on which Ihe lax is payable by the company.

7.

Amount of Proposed Dividend includes dividend distribution lax 01 Rs.52.74 million. This dividend dislribution illl< has been caieulatOO considering Ihe reduction in surcharge rate from existing 10% 10 7.5% by the
Finance Bill, 2UlO.

8.

Loans to SubSidiary Companies repayable on demand, Including inleresl acclUOO thereon, namely, Jubilant Biosys Ltd. - Rs. 1,361.00 million (Pre-Merger Rs.1,361.80 million).

9.

Maximum balance outstanding, during the year, recoverable from following Companies in which Directors are Inleresled, Jubilant Enpro Pvt. Ltd. - Rs. 1.89 mlition(Pre-Merger Rs.1.S9 million), Jubilant Oit & Gas
Pvt. Ltd. - Hs. 2.62 miltion(Pre-Merger AS.2,62 million) and B&M HOi Breads Pvl. Ltd. - Rs. 0.07 million(Pre-Mergel AS.0,07 million). However, lhere aro no outslnnding against these companies as a131" March,
2010.

10. Micro and Small Business Entities

Therear. no Micro and Small Enlerprises,lo whom Ihe Company owes dues, which are outslanding for more lhan 45 days as at 31st March, 2010. The inlOlmation as re<juired 10 be disclosed under the Miclo, Small
and MOOium Enterprises Developmenl Act, 2006 (MSMED) has been determined 10 the extent such pa~ies have been IdenliliOO on Ihe basis of informalion available wilh the Company.
(Ks, In Million)

Principal amount payable to suppliers - as a131" March,2010 (Posi-Merger)

- as a131" March,2010 (Pre-Merger)

22.71
(22.71)

Amount of inlerest paid by the Company in lerms of seclion 16 of Ihe MSMED, along wilh Ihe amount of Ihe payment made 10 the supplier beyond Ihe appointed day during Ihe
accounling year

Amounl of inleresl due and payable for Ihe period 01 delay in making paymenl (which have been paid bul beyond Ihe appointed day during the year) but without adding the
inlerest specilied under the MSMED.

Amount of Intarest accrued and remaining unpaid allhe end of the accounting year

...

_._-

11. The Company allottOOl1.237,517 Nos of Equity Share of Rs 1 each al a premium of Rs 343.50 10 OualifiOOlnstitutional Buyers (018) on 31st March 2010. The enlire proceeds of !he issue amounting 10
Rs 3,671.33 million were lying in Escrow Accounts at 31s1 March. 2010.
12.

Foreign Currency Convertible Bonds (FCCB)

(A) 1.5 % FCCB -USD 35 million (FeCB 2009)
The Company issued 1,5% FOleign Currency Convenible Bonds due 2009 (FCCB 2009) aggregating USD 35 million, in Ihe year 2004-05. The Bonds we Ie convenible at any lime between 141h June, 2004
and 15th April, 2009 by holders inlo fully paid equity shares of Re,l each ollhe Company or Global Depositary Shares ("GOSs') each representing one equity share al an inilial conversion plice of As. 163.646
per share with afixed rate 01 exchange on conversion 01 Rs, 44.005: USD1. ,The Bonds could also be redeemed, in whole but nol in part, althe oplion 01 the Company at any time on or aHer 14th May, 2007,
subjecl 10 satisfaction of certain conditions. Unless previously COIlvertOO, redeemOO or purchased and cancelled, the Bonds were to be rOOeemed on 15th May, 2009 at 113.70% 01 their principal amount. The
FCCBs were lisled on Singapore Stock Exchange, The GDBs arising oul of conversion of FCCBs are lisled on Luxembourg Siock Exchange. Oul of these FCCB 2009, USD 34.70 million were conve~OO uplo
31st March, 2009 into eqully shales and this represents 9,500,521 shares of Ra,1 each as on 31s1 March, 2009, The balance bonds of USD 0.30 million outstanding as 01 31st March, 2009 were rOOeemad
during Ihe year, The proceOOs were utilised for lunding new projects & expansion of existing units - Rs, 795.4 million (USD 17.1 million), inveslment in/acquisilion of overseas subsidiary companies Rs. 722.0 million (USD16.0 million) and issue expenses - Rs. 50.7 million (USD 1.1 million).
(B) FCCB - USD 75 million (FCCB 2010)
The Company issued, Zero Coupon Fomign Currency Convenible Bonds due 2010 (FCCB2010) for an aggragale value of USD 75 million, OOI1vertible al any lime befween 3rd July, 2005 to 141h May, 2010
by holdels Into fully paid equity sbares of Re.l each of the Company or Global Depositary Shares (GDSs) each representing one equity share 01 Re. 1each at an initial convel1!ion price 01 Rs.273.0648 per
shale with a Ii,OO rate of exchange of Rs,43.35 " USD 1. The conversion plice is subject to adjuslmenl in cenain cilcumstances, The Bonds may aiso be redeemed, In whole but nol in part, at Ihe option of
the Company at any time on or after 23rd May, 2008, subjecllo satisfaction of certain conditiOns. Untess previously conve~ed, redeemed or purchased and cancelled, the Bonds will be ledeemOO on 241h
May, 2010 aI133.383% ollheir plincipal amount The FCCBs are listed on Singapore Stock Exchange. The GDSs arising out of conversion of FCCBs are IIstOO on Luxembourg Stock Exchange. Out 01 these
FeeB 2010, USD 22.343 million were converted uplo 31s1 March 2009 inlo equity shares and Ihis replesenls 3,547,022 shares of Re,1 each as on 31s1 March, 2009 and USD 3 million Bonds were bought
back at a discounl and were cancelled u~to 31st March, 2009. The balance bonds of USD 49.657 million outslanding as 01 31st Maroh, 2010are includOO undel 'Unsecured Loans'.
The outstanding batance of FCCB 2010- USD 49.657 million, on convelsion would resuft in allolmenl 017,883,231 e<juity shares of Re. 1 each.
The proceeds 01 FeeB 2010 have been usOOlorfunding new projects & expansion of existing units - As. 1,364.1 million (USD 32.2 million),lnveslment in/acquisition of ovelseas subsidiary companies
RS.l,827.9 million (USD 41.0 milrlOn), issue expanses - Rs.73.0 million (USD 1.B million).
(C) FCCB - USD 200 million (FCCB 2011)
The Company issued Zllro Coupon Foreign CurrencyConvenible Bonds due 2011 (FeeB 2011) for an aggregale value of USD 200 million, convertible at any lime between 301h June, 200610 10th May, 2011
by holders into lully paid e<juity shares of Re.l each olthe Company or Global Depositary Shares (GDSs) each representing one e<jully share at an inilial conversion plice 01 Rs,413.4498 pel share wilh a
fixed rata of exchange of Rs,45.05 = USD 1. The conversion plice is subjecllo adjuslment in cenain cilcumslances. The Bonds may also be rOOeemOO, in whole bul nol in part, al the oplion of Ihe Company
at any lime on 01 after 19th May, 2009, subject to salislaction of certain condllions. Unless previously converted, rOOeemed or purchased and cancelled, the Bonds will be redeemOO on 20th May, 2011 at
142.429% 01 their principal amount. The FCCBs are IistOO on Singapore Stock Exchange. The GDSs ariSing out of conversion 01 FeeBs are listed on Luxembourg Siock Exchange. Out of these FCCB 2011,
USD 57.90 million Bonds were bought back al adiscounl and cancellOO uplo 31 sl March, 2009. The balance bonds of USD 142.10 million outslanding as of 31s1 March, 2010 are included under 'Unsecured
Loans'.
The outstanding balance 01 FCCB 2011 - USD 142,10 million, on conversion W<luld resullin allolmenl 0115,483,391 equity shares of Re. 1each.
The proceeds 01 FCCB 2011 have baen used lor funding new projects -Rs.13,S million (USD 0.30 million), inveslmenl in/acquisitions of overseas subsidiary companies - Rs.8,B73.0 million (USD 196.96
million) and issue expenses - Rs. 123.4 million (USD 2.74 million). There has been no conversion during Ihe year in respecl of the above FCCBs.

13. Employee Stock Opllon Scheme

In lerms of approval 01 shareholders accorded al Ihe AGM held on 29th Augusl, 2005 and in accordance with SEBI (ESOP & ESPS) Guidelines, 1999,the Company Inslfiuted Jubilanl Employees Stock Oplion Plan,
2005 ("Plan") lor specified calegories 01 employees and direclors of the Company and its Subsidiaries, Under the Plan as amended, upto 1,100,000 Siock Opltons can be issuOOlo eligible direclols (olher Ihan
promoter directors) and olher specifiOO calegorles of employees of the Companyl Subsidiaries. The oplions are 10 be granlOO at market poce. As per SEBI Guidelines, the markel plice is laken as the closing price
on Ihe dey precOOing the date of granl 01 optiOns, on the StOCk eXchange where IIle lradhlU vulu",e is II Ie Iriylreht
.
Each upliun, UIJUII ,estillg, shaU enlille Ihe hoider 10 acquire five equity gharco of RD. 1oach. Tho Options granted upto 28" August 2009 will vest enliroly wllhio two Y"Am from Ih" oranl dale, wilh certain lock-in
provisions. The Oplions granled afier 28 August 2009 will vesl gradually over a period of 5 years from lha granl date, wilhoul any lock-in provisions.

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Notes to the Accounts

Summary of Vesting & Lock in provisions is given b.low:
Vesting Sch.dule (Without Lock in)

Applicable for Grants made after 28th August 2009

Vesting Schedule (With Lock in)

Applicable for Grants made upto 28~ August 2009

S.
/>': .

No

'Yo of Options scheduled

IQ vest

Vesting Date

Lock-in Period

% of Options scheduled

Vesllng Date

Lock-in Period

10 vest

1.

10

1year from grant date

Nil

10

1 year from grant date

Nil

2.

15

2years from gmn1 date

Nil

15

2years from grant date

Nil

3.

20

2years from grant date

1year from vesting date

20

3years from grant dale

Nil

4.

25

2years from grant dal.

2 year from vesting date

25

4 y.ars from grant dale

Nil

5.

30

2years from grant date

3 year from vesting dale

30

5years from grant dale

Nil

.-'

The Company has conslituted a Compensation Committee comprising of a majority of independenl direclors. This Commillee is empowered 10 administer the Scheme.
In 201)8..09. Jubilant Employees Welfar. Trust was constiMed for the purpose 01 acquisition 01 equity share. of Ihe Company from Ihe Secondary markel or subscription of shares Irom the Company, to hold the
shar.s and to allocale/transfer these shares fO eligible employees 01 the Company from lime to lim. on Ihe tenns and conditions specified under Ihe Plan. The members authorised grant of loan{s) from time 10 time
10 the Trust in one or more tranches, upto RS.l,OOO million eilherfree 01 int.resler atint.rest agreed b.tween the Board and Ihe Trust. Th. oulslanding loan to the trust as a131s! March 2010 is Rs 423.21 millinn.
TIll date. the Trust has purchased 5,371.747 equity shar.s of the Company from Ihe open mark." OUI of inl.restlre.loan provided by Ihe Company, oul 01 which 736,405 shares were transferred 10 the employees
on exercise of ESOPS during the year.
365.331 Slock options were oulstanding as at 31st March. 2010.
14. The Company's signmcan! operating leas. arrangemenls are in respect of premises {residential, oHicos, godown etc.). These leasing arrangements, which are cancelable. range between 11 months and 3 years
gen.rally and are usually renewable by mutual agreeable terms. Th. aggregat.lease rentals payable are charged as .xpenses.
15. {A)

Deferred Tax Assels and Uabllities are attributable to Ihe following lIems:
[Rs. in million]

Asat
31st March,2010
(Post-Merger)

As at
31st March,2010
(Pre-Merger)

117.37

115.87

, Deferred Tax Assets

: Provision for leave Encashment and Gratuity

: Amount disallowed ufo 43 B
. Accumulated losses as p.r Tax laws

IOthers

lQ.43

10.17

103.21

103.21

15.68

15.68

246.69

244.93

. Accelerated Depreciation/Amortisation

1,907.56

1,896.83

I DiHerenc. in value of CWIP/lnlangibles

397.85

397.85

2.305.41

2,294.68

IOeferredTax LlabillU.s (Net)

2,058.72

2,049.75

I Deferred Tax Liabilities

. (8) The profit attributable 10 lhe op.ratlons under the (EOU) Export Orienl.d Units Sch.me are deductibl. from taxabl. incom.lor the year ended 2009-10 and accordingly income from EOU selup at Nanjangud.
Mysore, al Bhartiagram. Jyolibe Phoolay Nagar (Gajraula), Uttar Prad.sh and al Ambemalh, Maharashlra have been consider.d as tax deductible, and provision for lax is made accordlngty.
16.

Disclosure required by Accounting Siandard 29 (A8-29) "Provisions. Contingenl Uabilitles and Conling.nl Assets"
Movement in Provisions:

(Rs. in millinn)

Sr. No

1.

Class 01 Provisions

Particulars of disclosure

Balance -as al31 st MarCh. 2010(Posl-Merger)

- as-at31"
March,2010 (Pre-Merger)
_ _--_ _ - - ............

.........

Excise Duty

Premium on redemption
of FCCBs

62.17

2,835.33

(60.9~ __ _ __(2,835.33)

-_.

Provision for excise duty represents the excise duty 011 closing slock of finished goods.
17. The Company uses d.rivative financial instrum.nls such as forward contracts and curr.ncy swaps 10 selectiv.ly hedge ils currency exposures, Ilrm commilments and highly probabl. lorecast transactions,
.denominaled in USD and EURO. Usually, Ihe "'!Ward contracts mature within two years. The Company also enlers into inierest rale swaps to sel.ctlvely hedge its inter.st rate exposures. The Company aclively
manages ils currency!!nteresl rale exposures through a cenlralised treasury setup and uses derivalives to m~igale the risk from such exposures.
No denyative Iransactions are entered into for any speculative purpose.
The inlonnalion on derivative inslruments is as follows:

i)

Derivalive instruments outslandlng:

Buy/S.1I

Amount (for.lgn currency In millions)

As at31" March,2010
(Post-Merger)

As al3t" March, 2010

(Pr.....M.rger)

USD 32.12

USD32.12

USD 19.79

USD 19.79

USD25.00

USD25.00

USD65.00

USD65.00

Foreign Exchange Contracts

-USD/INR

Sold

-usomm

Bought

Currency Swaps
-Loans of JPV 2,537.50 million swapped into USD
Interesl Rate Swaps
-Loans swapped from Hoaling six month USD UBOR to fixed USD interest rale

....

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",,_.

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.~t

'\0\.-'

",,;;"

Notes to the Accounts

II)

Foreign currency exposure not hedged by derivative Instrument:

Amount (foreign currency In millions)
As 9t31" March,2010
(Post-Mergerj
Amount receivable on account of sale 01 goods &selVices

Amoun! payable on account 01 purchase o! goods &selVioos, loans, FCCBs, etc.

Amount outstanding as deposits wHh Banks

Aut 31" March, 2010

(Pre-Merger)

USD 11.61

USO 10.47

EUA04.96

EUR04.86

GBPO.04

GBPO.04

USD341.27

US0341.27

JPY 0.09

JrYO.09

US02.85

USD2.B5

18. Employee Benalits has been calculated as under:

(A) Defined Contribution Ptans

a)

Provident Fund

b)

Superannuation Fund

(B) Stat. Plans

.

Employee State tnsurance

b.

Employee's Pension Scheme 1995

(C) Defined Benell! Plans

a.

Gratuity

b.

Leave Encashment
The discounl rate assumed is 8.30 % (8.0 % in respect of PMSL) which Is deteomined by relerence to market yield at the Balance Sheet date on Government bonds. The esllma!es of future salary

increases, considered In actuarial valualion, take account of inflation, seniority, promollon and other relevant lactors, such as supply and demand in the employment market.

Closing balances ollbe present value of the defined benefH obllgallon:

(As. In million)

'Excluding for certain employees of NanJangud Unit & PMSL

(Rs.ln million)
Gratuity"

2010
Present value of obligation as at 31" March, 201 0

(Post-Merger)
(Pre-Merger)

19.42
(19.42)

Fair value of plan assat at 31" March, 2010

fPost-Merger)
Pre-Merger)

8.15
(8.15)

Funded Slatus excess 01 Actual over estimated

tos1-Merger)
Pre-Merger)

0.20
(0.20)

Liabllilles recognized in the Balance Sheet as at 31" March, 2010

tst-Merger)
Pr~rger)

11.27
(11.27)

"In respect 01 certain employees 01 Nanjangud Unit.

(Rs. in million)

19. Segment Reporting:

f)

II)

Based on tbe guiding principles given In Accounting Slandard 17 (AS-t7) on Segment Reporting", notlfled by the Cenlral Government 01 India. The Company's Primary Buslnes. Segm~nts
are organized around customers on Industry and product lines as under:
a.

Phanmaceuticals and life Sciences Products & SelVices : i) Custom Research 8. Manufactunng SelVices(CRAMS)-Proprietary Producis and Exclusive SyntheSis, Active Phanmaceulicals
Ingredlents(APls) ii) Pharmaceutical Pmducls- Generics iii) life Sciences Chemlcals-Acetyls iv) Nutrition Ingredients-Nutrition Ingredients for Phanma, Human and Animal applications.

b.

Agrl &Perfoomance Polymers: i) Agri Products-SSP, Agro Chemicals ii) Performance Polymers-{;onsumer Products, Application Polymers, Food Polymers, Latex and other products.

In respect of Secondary Segment Information, the Company has Identified Its Geographical segments as:

(i)

Within tndia (ii) Outside India.

III) Inler SegmenlTransler Pricing

Inter Segment Transfer prices are based on markel prices.

.,.,.'

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Notes to the Accounts

iv) The financial inlormatlon abOll! the primary business segments is presented In the table given below:
(Rs. in million)
Particulars

31-03-2010
(Post-Merger)
a)

Agrl & Performance Polymers

Pharmaceuticals and Llle Sciences

Products & Services

31-03-2010
(Pre-Merger)

31-03-2010
(Post-Merger)

Total

31-03-2010
(Pre-Merger)

31-03-2010
(Post-Marger)

31-03-2010
(Pre-Marger)

Capital Employed
(Segment Assets Segment Liabitities)
Segment Auet.

22.527.03

t:!2,157.29

3.3n90

3.109.18

, Add: Common Assei.

: Total Assets
Segment Liabilities
Total liabilities

v)

28.245.75
53,512.22

22,157.29

3,372.98

3,109.16

53,649.19

4.326.66

4,294.13

978.03

974.76

5,304.89

5,268.89

4,407.18

4,400.95

4,326.86

4,294.13

978.03

974.76

9,712.07

9,669.64

18,200.17

17,863.16

2,394.95

2,134.42

20,595.12

19,997.58

23,542.00

23.844.80

18,200.17

17,863.16

2,394.95

2,134.42

44,137.12

43,842.36

Add: Common Capital Employed

I Total Capital Employed

25.266.47

27.949.18
22,527.03

Add: Common liabilities

I Segment Capital Employed

25,900.01

Secondary Segments (Geographical Segments):

(Rs. in million)
~I-03-2010

Particulars

31-OM010
(Pre-Merger)

(Post-Merger)
Carrying Amount of Segment Assets

a)

Within India

36,213.80

35,934.05

Outside India

17,635.39

17,57B,17

53,849.19 _

53,512.22

-~

Noles:

20. (A)

1)

The Company has disclosed Business Segmenl as the Prim8lY Segment

2)

Segments have been identified and reported taking into account the nature of producls and services, the differing risk and retums, the organization structure and Ihe intemal financial reporting sys
tems.

3)

The Segment Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each 01 the segments and amounts allocated on areasonable hasis.

4)

In line with the continued strategy to make the company a focused Pharma and Lile Sciences Company, the board has in principle approved business restructuring invoMng demerger 01 Agn and
Perrormance Polymer business into a separate company. Accordingly the reporting segmenls have been redelined as Pharmaceuticals and Lile Sciences Producls and Services (PLSPS) and Agri
and Pertormance Polymers (APP) to reflect the resulls 01 these two businesses separately. The demerger will be carried out Ihrough a court scheme and Is subject to necessary regulatory and other
approvals/sanctions.

CAPACITIES,STOCKS,PRODUCTION AND TURNOVER (In Respecl 01 JDll-Post-Merger

S.
No.

CLASS OF GOODS

QUANTITATIVE

CAPACITY'

DENOMINATION

INSTALLED

CLOSING STOCK
Quantity##

Rs.inmillion

1.

Alcohol

KBL

161,000

48

0.77

2,

Organic Including Speciality Chemicals & its intermediates

MJ

647.013

14,688

661.46

3.

Polymers Including Co-polymers & VP Latex! SBR tatex

M.T

39.960

840

62.08

4.

Single Superphosphate

M,T

429,000

63,680

321.81

5.

Sulphur1c Acid

M.T

68,835

490

0.17

6.

01}' &Aqueous Choline

M.T

20,261

247

10.48

1,900
-

110

12,65

165

U5

493

13

106.01

Chloride & Ethyoxylales

7.

Feed Premixes

MT

8.

Agri Chemicals

9.

Active Pharrna Ingredienls (API)

K"L
M.T

10.

Tablels &Capsules

11. ,IMFL

No in millions

KBL

891

16

9.39

10,800

166

21.47

Under Ihe Induslrial Policy Statement dated July 24, 1991 and the nofificaflons issued Ihereunder,no licensing is r8l1uired lor the Company's producls,
After eHect of adjuslments 01 shortage/exceSS/old obsolete inventory wrillen off/provided lor.

""

Notes:

a)
Closing Stock has been arrived at aHer considering Captive Consumptions.

b)
Inslalled capacities are as certified by the Management, being a technical matter and relied upon by the Auditors accordingly.

c)

V.P. Latex/SBR Latex instailed Capacity is on Wet Basis.

(B) Particulars in respect olTradlng goods. (In Respect of JOLl-Post-Merger

I S.No.

Closing Stock

Oenomlnallon

Quantity

Rs.ln million

Organic Including Speciality Chemicals & its Intermediaries

M.T

141

2.

Feed Premixes

M.T

12

4.02

S.

Agti Chemicals

KL

225

13.03

4.

Active Pharrna Ingredients (API)

M.l

5.16

0.91

,""

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Notes to the Accounts

(C)

CAPACITIES,STOCKS,PRODUCTION ANDTURNOVEA (In Respecl of SML~POSI Merger

(D)

CAPACITIES,STOCKS,PRODUCTION AND TURNOVER (In Respect of PMSL)Post Merger

S.
No.

CLASS OF GOODS

QUANTITATIVE

CAPACITY'

DENOMINATION

INSTALLED

1.

Adhesive

2.

Epoxy Pulty(Sealant)

M,T

Synthetic Resins(Emulsions)

M.T

~-

M,TIKL

CLOSING STOCK
Rs.lnmlllion

Quantity

360
----

7,500

15,600

1r1~lijlk!tI Capaclly .. taken on the baSis ot 365 worldng days as per triple shift basIS.

(E)

CAPACITIES,STOCKS,PRODUCTION AND TURNOVER (In Respecl of JOL).Pre-Merger

S.
No.

CLASS OF GOODS

QUANTITATIVE

CAPACITY'

DENOMINATION

INSTALLED

CLOSING STOCK
Quanlity##

Rs.iomillioo

1.

Alcohol

2.
3,

Organic Including Speciality Chemicals & ils intermediates

KBL
M,T

161,000

41l

0.77

647,013

14,686

581.46

Polymers Including Copolymers '" VP Latex! SSR latex

M.T

39,960

84Q

62,08

4.

Single Superphosphate

M.T

429,000

53,890

321.81

5.

Sulphuric Acid

M.T

68,835

490

0.17

6.

DIi' & Acqueous Choline Chloride & Ethyoxylates

M.T

20,261

247

lD.48

12.65

7.

Feed Premixes

M.T

1,800

110

8.

Agri Chemicals

K..L

165

1.75

9.

Active Pharma Ingredients (API)

M.T

493

13

106.01

10.
11.

Tablets &Capsules
IMFL

Noin mimans
KBL

691

16

9.39

10,600

166

21.47

Under the Industrial Policy Statement dated July 24, t 99t and the notifications issued thereunder,no licensing is required for the Company's products.
Aner effect of adjustments 01 shortage/excess/old obsolete invenloli' written off/provided lor.

##

Notes:
a)

(F)

Closing Stock has been arrived at after considering Captive Consumptions.

bJ

Installed capacities are as certitied by the Management, baing a tecihnicat matter and relied upon by the Auditors accordingly,

cJ

V.P. Latex / SBR Latex installed Capacity is on Wet Basis.

Particutars in respect o!Trading goods. (In Respect of JOL)Pre-Merger

S.No.

21.

Closing Stock

RS,ln million

Quantity

t.

M.T

141

0.91

M.T

12

4.02

2.

Feed Premixes

3.

Ago Chamicals

KL

225

13.03

4.

Active Pharma Ingredients (API)

M.T

5.16

--

A.

Related Party Disclosures

I)

Related parties where control exlsls:

a)

Denomination

Organic Including Speciality Chemicals & its Intermediaries

Subsidiaries including Slepdown subsidiaries:

Pre-Merger: Jubilant Pharma Pte. Ltd, Singapo!e, Draximage Ltd. Cyprus, Draximage Ltd. Ireland, Draximage LLC. USA., DSPltnc. USA, Deprenyt Inc, USA, Draxis Specialty Pharmaceuticals Inc.
Canada., 6963196 Canada Inc. Canade, 6961364 Canada Inc. Canada, DAHl LLC. USA, DAHl Animat Health (UK) Ltd. UK., Draximage (UK) LId. UK., Clinsys Holdings Inc. USA" Clinsys Clinical
Research,lnc. USA. Cadista Holdings Inc. USA., Cadist. Pharmaceuticals Inc. USA., Colvant Sciences Inc. USA" Cadista Pharmaceulicals (UK) Umited, UK.. Jubilant Organosys International Pte. Ltd.
Singapore, HSL Holdings Inc. USA., HolllsterSlier Laboratories LLC. USA" Jubilant Organa.ys (Shanghai) Ltd. China., Jubilant Pharma N.V, Belgium.. Jubilant Pharmaceuticals N.V. Belgium., PSI
Supply N.V. Belgium" Jubilant Organosys (USA) Inc. USA., Jubilanl Organosys (BVt) LId. BVI., Jubilant Biosys (BVI) Ltd. BVI.. Jubilant Biosys (Singapore) Pte LId. Singapore., Jubilant Biosys Lid.,
Jubilant Discoveli' S"",ices Inc. USA., Jubilant Drug Development Pte. Lid. Singapore. ,Jubilant Chemsys Ltd., Clinsys Clinicat Research Ltd., Jubilantlnirastruc!ure Lid.. Jubilant First Trust Healthcare
Ltd., Asia Healthcare Development Ltd., Speciality Molecules Ltd., Jubllantlnnovalion (BVI) Ltd., BV!., Jubilant Innovation Pte. Ltd., Singapore. Draximage India Ltd, Jubilant Industries Ltd(lormerly
Hitech Shiksha Pvt, Ltd.), Jubilanllnnovation (India) Lid" JubilantlnnOlialion (USA) Inc. USA., Orexis Pharrna Inc. USA., Drexis Pharma LLC. USA.

"

Ii)

Post.Merger: Jubilant Pharma Pte. Ltd. Singapore, Draximage Ltd. Cyprus, Draximage Ltd. Ireland, Draximage LLC. USA., DSPllnc. USA, Deprenyllnc. USA, Drexis Specialty Pharmaceuticals Inc,
Canada" 6963196 Canada Inc. Canada, 6981364 Canada Inc. Canade, DAHt LLC. USA, DAHl Animal Health (UK) Lid. UK" Draximage (UK) Ltd. UK., Clinsys Holdings Inc. USA., Cllnsys Clinical
Research, Inc. USA, Cadista Holdings tnc. USA., Cadista Pharmaceuticats Inc. USA., Colvant Sciences Inc. USA., Cadista Pharmaceuticals (UK) Limited, UK., Jubilant Organosys Intemalional Pte.
Ltd. Singapore, HSL Holdings Inc. USA., HoliisterSlier Laboratories LLC. USA., Jubilanl Organosys (Shanghai) Ltd. China" Jubilant Pharma N.Y. Belgium., Jubilant Pharmaceuticals N.V. Belgium"
PSI Supply N.V. Belgium" Jubilant Organosys (USA) Inc. USA., Jubilant Organosys (BVI) Ltd. BV!., Jubilant Biosys (BVI) Ltd. BV!., Jubilant Biosys (Singapore) Pte Lid. Singapore. , Jubilant Biosys
Ltd., Jubilant Discovmy Services Inc, USA" Jubilant Drug Development Pte. Ltd, Singapore. ,Jubilant Chemsys Ltd" Clinsys Clinical Research Ltd., Jubilant Inlrastructure Ltd., Jubilant First Trust
Healthcara Ltd" Asia Healthcare Development Ltd" Jubilant Innovation (BVI) Ltd" BV!., Jubilant Innovation Pte. Ltd" Singapore. Draximage India Ltd, Jubilantlndustoes Ltd(formerty Hilech Shiksha
Pvt, Ltd.), Jubilant Innovation (India) Ltd., Jubilant Innovation (USA) Inc. USA., Drexis Pharma Inc. USA., Draxis Pharrna LLC. USA
bJ
Other Entitles:
Pre-Merger: Draxis Pharma General Parinership Canada, Draximage General Partnership Canada, Vantttys Pharmaceuticals Oevelopment Pvt. Lid (50:50 Joint Venture)
PostMerger: Draxis Pharma General Partnership Canada, Draximage Generat Parinership Canada, Vanthys Pharmaceuticals Devel<lpment Pvt. Lid (50:50 Joint Venture)
Other Ralatad partia. with whom Iranuctions hav.tak.n place during the ye..,
a)
Enterprise over which certain Key Management Personnet have significant Inftuence:
Pre-Merger, Jubilant Enpro Pvl. Ltd.. Jubilant Oil & Gas Pvl. Ltd,. Jubitanl Foodworks Ltd., Tower Promoters Pvt Ltd., Focus Brands Trading India Pvl. Ltd., B &M Hot Breads Pvl. Ltd.
PostMerger. Jubilanl EnplO Pvl. Uti., Jullildllt Oil & (ldo Pvl. Uti., Jullilallt fuu!lwulk. LltI., Tuw", PIIJIIlOI"'~ Pvl Lid., Focus Brands Trading India PVI. Ltd., B &M Hot BreadS PVI.
Lid.
b)
Key Management Personnel:
Pre-Merger: Mr. Shyam,S.Bhartia, Mr. HarLS.Bhartia , Mr.S. N. Singh" Mr. Shyamsundar Bang, Dr. J. M. Khanna, Mr. R. Sankeraiah, Mr. Pramod Yadav, Mr. Rajesh Srivastava, Mr.
Ananda Mukherjee.
'Employed for part 01 Ihe year

.,.,

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"v-

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Notes to the Accounts

PostMerger: Mr. Shyam.B.Shartia, Mr. HarLS.Shartia ,Mr.S. N. Singh., Mr. Shyamsundar Bang. Or. J. M. Khanna, Mr. R. Sank.raiah. Mr. Pramod Yadav, Mr. Rajesh Srivastava. Mr. Ananda
Mukherjee.
'Employed for part of the year
c)

ReJatlves 01 Key Management Personnel:

Pre-Merger: Ms. Asha Khanna (wife 01 Dr. J. M. Khanna), Ms. Shohha Bang (wife of Mr. Shyamsundar Bang)

'l~"

PostMerger: Ms. Asha Khanna (wife of Or. J. M. Khanna), Ms. Shollha Bang (wile of Mr. Shyamsundar Bang)

<I)

Others:

Pne-Merger: Vam Employees Provident Fund Trust. Jubilant Employees Welfare Trust, Jubilant Bhama Foundation, Vam Officers Superannuation Fund, Amarchand & Mangaldas & Suresh A. Shroft
& Co.
PostMerger: Vam Employees Provident Fund Trust, Jubilant Employees Wellare Trust, Jubilant Bhartia Foundation, Vam Officers Superannualion Fund, Amarchand &Msngaldas 1\ Suresh A. Shroff
&Co

III)

Transactions with related pellies as at 31" Mareh,2010(PoslMerger) :

(Rs.!n million)
Palliculars

Subsidiaries

Inter-Corporat. Deposits Outstanding (including interest accrued thereon)

1,361.80
(1,361.80)

Outstanding Receivables (other than lCD's)

1,132.41
(1,1S8,52)

(21.oo)

75.04
(78.04)

8.83
(8.83)

Outstanding Payables
Financial Guarantees on behalf of subsidiaries/step down subsidiaries and
outstanding at end of year.

Enterprise over which certain Key Management

Personnel have slgniftcant Influence

Key Mgmt. Personnel

&Relatives

Others

21.00

25.00
(2S.00)

423.21
(423.21)

3,657.59
(3,657.59)

Note: 1) Figures In () indicates In respect of Pre-Merger

B.

Promoter Group
Group companies
The Company is ronlrolled by Mr.Shyam S BhartlalMr, Hari S Bhartia group (1he promoter group"), being a group as defined in the Monopolies and ResaictiWl Trade Practices Act, 1969.
The persons constiluling the promoter group include individuals and corporale bodies who/which jointly ""ercise, and are in aposition to exerelse, oontrol over the Company, The names of Ihese individuals
and bodies corporate are Mr. Shyam S Bhertia, Mr. Hari S Bhartia, Mrs. Shohhana Shartia, Mrs. Kavil. Bhartla, Mr,Priyavrat Bhertia, Mr.Sheml! Shartla, Ms. Aashti Bhartia, Master Mun S Bhartia, Mrs,
Namrat. Bhallia, Master Agaslya Bhertia, Best Luck Vanijya Private LId" Enpro Exports Private Ltd" Jaytee Po....le Lid" Jubilant Enpro Private Ltd" Jubilant Securities Private Ltd" Jubilant Capital Private
Ltd" Rance Inveslmenl Holdings Ltd" Cumin Investments LId., Torino OVerseas Ltd" Vam Holdings Ltd" Nlkita Reoourees Pri....te Ltd., Jubilant 011 &Gas Pvt Ltd" Enpro 011 Pvt Ltd, Tower Promoters Pvt. Ltd,
U CGas & Engineering Lid., Asia fnfraslructure Development Co Pv1 Ltd, Westem Drilling Contractors Pvt, Ltd, Jubilant Really Pv1. Ltd, Jubilant Properties Pvt. Ltd" Indian Counlry Homes Pvt. Lid., Jubilant
E& PVenlures Pvt. Ltd, Jubilant Relail Pvt. Lid., Jubilanl Retail Holding Pvt. Ltd" Jubilant Motors Pv1, Lid" Jubilant Retail Consolidated Pvt. Ltd., B &M Hot Breads Pvt. Ltd.

In terms of our review report of even date at1ached.

Fer K. N. Gutgutla &Co.
Chartered Accountants
B.R.Goyal
Partner
Membership No, 12172
Harl S, Bhallia
Co-Chairman & Managing Dlreclor
Naida
Dale: 8th July, 20t 0

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Schedule 3
LIST OF IMMOVABLE ASSETS AT PACE MARKETING SPECALITIES LIMITED
A

LAND
Land Details of Pace Marketing Specialties Limited, Ghaziabad
SI.
No.
1
2

Description
Leasehold Land (Plot No. C-3), At Site-IV,
Industrial Area Sahibabad (Ghaziabad)
Leasehold Land (Plot No. C-2), At Site-IV,
Industrial Area Sahibabad (Ghaziabad)
Total

Year of
Purchase
1987

Tenure

Type of Land

Area (Sq!\ll)

Leasehold

Industrial

3,960

1994

Leasehold

Industrial

3,960

7,920

BUILDING

Factory Buildings at C 2 & 3 Site - IV Sahibabad Industrial Area Sahibabad UP

lSI.
No.
1

2
3
4
5
6

L_L
2

Type of Building
Seourity Offioe,
Transformer Room
Loading Shed
Utility Shed at Plot No. C-3
Main Faotory Shed including PVA Prod. Shed, RBA Prod. Shed,
BSR Shed
Raw Material Stores, PM Stores & Putty Plant
Engg. Workshop & Health Centre
Car Shed, Hazardous Waste Shed & Scrap Shed
Engineering Office
Drum Shed without Walls
Boundary Wall (with gates & 'CUUUVII/.'O running Meters

Year of Construction

Covered Area
(Sq M)

1990-91
1990-91
1990-91
1990-91
1990-91

34
19
216
124
1,800

1996-97
1993-94
2007-08
1993-94
1999-00
1988-89

734
116
138
46
95
78

Other Buildings at C 2 & 3 Site - IV Sahibabad Industrial Area Sahibabad UP

SI.
No.
8
9
10
11

Type of Building
Administrative Building at Plot No.C-3 having two floors
(Ground Floor & 1st Floor) (Eaoh 123 Sq Meter)
Bitumen Roads at Plot No.C-3 798 Sq Mts. & C-2 821 Sq Mts
Tubewell at plot No. C-3
Water Tanks

1990-92

Covered Area
(Sq M)
246

1990-91
1989-90
1992-93

1,619
1
1

Year of Construction

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Schedule 4
LIST OF IMMOVABLE ASSETS OF DEMERGED UNDERTAKING
A

LAND

Free Hold Land

181 No
1
2
3
4
5
6
7
~-

Description
LAND SO MTR -22462.751N1LLAGE - Tigaria bhoor/NAIPURA
BHARTIAGRAM, GAJRAULA,JYOTIBA PHOOLAY NAGAR-UP
LAND SO MTR - 5998.781NILLAGE - Tigaria bhoor/BHARTIAGRAM.
GAJRAULA,JYOTIBA PHOOLAY NAGAR-UP
LAND SO MTR 798.234NILLAGE Tigaria bhoor/BHARTIAGRAM,
GAJRAULA,JYOTIBA PHOOLAY NAGAR-UP
LAND SO MTR -153.442NILLAGE -/BHARTIAGRAM,
GAJRAULA,JYOTIBA PHOOLAY NAGAR-UP
FREEHOLD LAND-34657 SOR MTR VILLAGE SAMLAYA, TALUKA
SAVLI, DISTRICT VADODARA. GUJARAT
LAND -TDV AT NIMBUT VILLAGE, NIRA, DISTRICT PUNE.
MAHARASHTRA-8.48 ACRES
UDAIPUR LANT AT CHITTORGARH-135800 SO MTR VILLAGE
$INGHPUFl-,-TEHSIL-KAPASAN DISTI. CHITI9RGARH FlAJASTHAN

Date of
Commissioning
02-May-1982

GAJRUALA

02-McIY-1982

GAJRLJALA

02-May-1982

GAJRUALA

02-May-1982

GAJRUALA

01-Feb-1997

SAVLI

10-Feb-2004

NIRA

01-Apr-2006

CHITORGARH

Date of
Commissioning
01-Apr-1992

LOCATION

LOCATION

Lease Hold Land

SINo Description
1

LAND LEASE HOLD-M UPSIDC 49160 SO MTR BHARTIAGRAM,

GAJRAULA,JYOTIBA PHOOLAY NAGAR-UP

BUILDING

Factory Building
SINo Description
1

~
3
i

i~

6
7
8
9
10
11
12
13
14
15
16
17
18
19

~~

21
22
23
24

i 25
!

26
27
28

SOLID PVA EXPANSION TO 6000MT

APPLICATION POLYMER PLANT (PVA) BUILDING
BUILDINGS FACTORY -TDV
CENTRAL WORKSHOP
CENTRAL STORE
ELECTRICAL SUBSTATION
DG SHED
SAP CONTROL ROOM
SAP BLOWER HOUSE
WORKERS TOILET
GREEN SSP GODOWN
GRANULATION SSP SHED
EXTENSION -GSSP (ROCK) GODOWN
SHED FOR PACKED BAGS STORAGE
EXTEN-TO SHED FOR PACKED
SULPHUR STORAGE YARD
F.O.TANK
HDPE BAGS SHED
FITTER OPERATOR ROOM-GSSP
EXTENTION OF HDPE BAGS SHED
MAl NT. ROOM FOR D.G.SECTION
NEW StiP SHED
COMMERCIAL OFFICE BLOCK
TEMP STORAGE-SAP CONTROL
TEMPORARY OFFICE FOR P&A
TEMPORARY TOILETS
TEMPORARY SECURITY OFFICE
TEMPOFFICE FOR PROCESS ENGNRS

GAJRUALA

Date of
Commissioning
30-Jun-2004
27-Mar-1998
10-Feb-2004
01-Apr-1992
01-Apr-1992
01-Apr-1992
01-Apr-1992
01-Apr-1992
01-Apr-1992
01-Apr-1992
01-Apr-1992
01-Apr-1992
01-Apr-1992
01-Apr-1992
01-Apr-1992
01-Apr-1992
01-Apr-1992
30-Sep-1995
20-Jan-1997
25-Jul-1996
02-Nov-1996
31-Jul-1996
01-Apr-1992
01-Apr-1992
01-Apr-1992
01-Apr-1992
01-Apr-1992
01-Apr-1992

LOCATION
i

GAJRUALA
GAJRUALA
NIRA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA

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; SI No Description
29
30
31
32
i

33
34

35
36
37

38
39

40
41

42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62

TEMP BLOCK - SECURITY GUARDS

TEMPORARY OFFICE FOR MANAGERS
TEMPORARY MAINTENANCE STORES
CYCLE STAND
ROAD
SITE DEVELOPMENTS
8AR8ED WIRE FENCING
BUILDING RECORD ROOM
TUBEWELL
CYCLE STAND
RECORD ROOM-COMMERCIAL DEPT
EXTEN- SHED IN SAP CAPEX S-11
HDPE BAGS YARD CAPEX G-3
ROCK&SSP STORAGE SHED (S1 & S2)
SSP PROCESS SHED
MCC&PLC ROOM-SSP PLANT (S4&S5)
SSP PACKING SHED&FOUNDATION
GSSP PROCESS SHED
MCC ROOM FOR GSSP PLANT
UNDER GROUND WATER TANK
STORES & WORK SHOP
PRODUCTION OFFICE & LABORATORY
PCC ROOM
DG SHED
POLLUTION EQUIPMENT AREA BLOCK
ACID STORAGE TANK BLOCK
FURNACE OIL STORAGE AREA
GASIFIRE SHED-CHITORGARH
BUILDING FACTORY
BUILDING FACTORY
VPL BULIDING-HE 7477
BUILDING ADMINISTRATION
ROADS & CULVERTS
BUILDING CANTEEN

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Date of
Commissioning
01-Apr-1992
01-Apr-1992
01-APr-1992
01-Apr-1992
01-Apr-1992
01-Apr-1992
01-Apr-1992 ;
14-Nov-1994
21-Jun-1996
01-Apr-1996
20-Apr-1997
30-Apr-1998
30-Apr-1998
17-Mar-2008 ;
17-Mar-2008
17-Mar-2008
17-Mar-2008
17-Mar-2008
17-Mar-2008
17-Mar-2008
17-Mar-2008
17-Mar-2008
17-Mar-2008
17-Mar-2008
17-Mar-2008
17-Mar-2008
17-Mar-2008
30-Apr-2008
01-Jan-2001 !
01-Apr-2001
17-Sep-2005
01-Apr-2001
01-Jan-2001
15-Feb-2001

LOCATION
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
GAJRUALA
CHITORGARH
CHITORGARH
CHITORGARH
CHITORGARH
CHITORGARH
CHITORGARH
CHITORGARH
CHITORGARH
CHITORGARH
CHITORGARH
CHITORGARH
CHITORGARH
CHITORGARH
CHITORGARH
CHITORGARH
SAVLI
SAVLI
SAVLI .
SAVLI
SAVLI
SAVLI

Other Building

..

SINo Description
1
2

OPEN STORAGE -PACK SSP&GSSP

SECURITY ROOM

TIME OFFICE

4
WEIGH BRIDGE ROOM
-_.
5

6
7
8

i
I

Date of
Commissioning
17-Mar-2008

LOCATION

17-Mar-2008

CHITORGARH
CHITORGARH

17-Mar-2008
17-Mar-2008

CHITORGARH
CHITORGARH

COMPOUND WALL OF LAND

TRUCK PARKING

17-Mar-2008
17-Mar-2008

WORKER AMENITIES

17-Mar-2008

ROADS & CALVERTS

DRAINERS

17-Mar-2008
17-Mar-2008
08-Dee-2008

CHITORGARH
i

CHITORGARH
CHITORGARH
CHITORGARH
CHITORGARH

9
10
11

RAIN WATER HARVESTING

CONSULTANCY FOR ADMN

02-May-2008

CHITORGARH
CHITORGARH

12
13
14

CONSULTANCY ENGI FOR ADMN

RAIN WATER HARVESTING-CHITRGRH
DISPENSARY & CANTEEN-CHITORH

30-Jan-2009
31-Dee-2008
30-Sep-2008

CHITORGARH
CHITORGARH
CHITORGARH

15
16

ERECTION ADMN OFFICE CHITORGRH

CAR PARKING-CHITORGARH

17
18

TOILETS-CHITORGARH
WOOD STORAGE AREA

30-Sep-2008
30-Sep-200B
30-Sep-2008

CHITORGARH
CHITORGARH
CHITORGARH

30-Apr-2008

CHITORGARH

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Schedule 5

Auditors' Report

08 July, 2010

The Board of Directors,

Jubilant Organosys ltd,

lA, Sector 16 A

Noida, 201301

Uttar Pradesh,

Dear Sirs,

Subject: Scheme 01 Amalgamation and Demerger among Jubilant Organosys lImltad. Speciality Molecules Llmlled, Pace Marketing Specialilles limited and Jubilant Industries limited and their respective

shareholders and creditors

We reter 10 our engagement dated 25th June 2010 regarding the above-mentioned subject and as requested we have reviewed the attached Opening Reference Balance Sheet 01 Jubilant Industries limited( Jll) Post

Demerge! of undertakings of JOl and being vested in Jll as all" April 2010, p.ursuant to the above men~oned scheme, stamped and initialed by us for identification, with the following:

1,

Draft Scheme of Amalgamation and Demerger among Jubilant Organosys limited, Speciality Molecules limited, Pace Markeling Specialilies limited and Jubilant Industries limited and their respective shareholders
and creditors,

2,

Audited balance sheet ot Jubilant Urganosys limited as at 31" March 2010,

3,

Audited batance sheet of Pace Marketing Specialities Limited as at31" March 2010 & fair valuation report as at 31" March 2010.

4.

Audited balance sheet of Hitech Shiksha limited (Presently Known as Jubllantlndusllies limited) as at 31" March 2010.

5.

Opening Relerence balance sheet of Jubilant Organosys limiled (post merger) as at 31" March 2010,

6,

Tnal balances 01 businesses/divisions comprising the Demerged Undertaking 01 JOl being demerged into Jubilant Industries limited, as at l' April 2010,

7.

Share Exchange Rallo as advised to us by the Company's management to be used to issue ot equity shares of Jubilant Organosys ltd to the shareholders of Pace Marketing Special~ies limited,

a.

Share Exchange Ratio as advised to us by the Company's management to be used to issue of equity shares of Jubilant Industries ltd to the shareholders 01 Jubilant Organosys limiled,

9.

Adjustments for the Reference Balance Sheet as at31" March, 2010 and 1" April 2010 arising on the accounting entries passed to give affect 10 the Scheme of amalgamation and demerger.

The a"ached Retarence Balance Sheet has been prepared by the Company and Is the resjJOnsibitity 01 Company's management. Our responsibility is to issue a report on this balance sheet based on our review as
aforesaid, Consequently, we have not pertorrned an audit in accordance with Generally Accepted Auditing Standards and do not express an audit opinion,
Based on our review as aforesaid and according to the infolTllation and explanations given to us, we rejJOrt that the Reference Balance Sheet read with the notes thereon has been prepared in accordance with the aforesaid
Scheme of Amalgamation and Demerger.
Yours lailhfully,
For K. N. Gulgullo & Co,
Chartered Accountants

B.R.Goyal
Partner
MembershipNo,12172

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ScheduleS

JUBILANT INDUSTRIES LTD (POST-DEMERGER)

(Formerly Hitoch Shiksha Pvt. Ltd)

Balance Sheet
Particular.

(Rs. in million)
Schedules

As allsl April, 2010

Posi-Demerger

Pre-Demerger

SOURCES OF FUNDS
Shareholders' Funds
Share Capilal

80.14

0.50

Reserves & Surplus

2,462.18

(O.12)

Loan Funds

i::

0.38

2.542.32

Secured Loans

970.90

Unsecured Loans

970.90
Deferred Ta. liabilities (Net)

97.13

0.38

3,610.35
APPLICATION OF FUNDS
Fixed Asset.

Gross Block

1.454.73

Less: Depreciation

495.47

Net Block

959.26

Capital Work-ln-Progress

53.42
1.012.68

Investments

4.23

Foreign Currency Monetary ItemTranslation Dilleren.e Account

Current Assels, Loans and Advances

Invenlories

1,293.57
574.53

SuodlY Deblors
Cash & Bank Balances

1.507.76

Loans and Advances

0.40

196.70
3,572.66

0.40

Liabilities

927.16

0.02

Provisions

52.06

Less: Currenl Liabilities & Provisions

979.22
Nel Current Assels

0.02
2,593.44

0.36

3,610.35

0.38

Miscellaneous Expenditure
(To Ihe exlenl nol wrillen off or adjusted)

Notes to Accounts & Significanl Accounting Policies

Schedule "A" to "I" and "0" referred above form an Inlegral part 01 lhe Balance SheeL

In lerms of our review report 01 even date attached.

For K. N. Gutgutia & Co.
Chartered Accountants
B.R.Goyal
Partner
Membership No. 12172
Naida
Date: 8th July,2010

Prakash CBlohl
Director

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Schedules forming part of the Balance Sheet

(RS. in milrlon)
As at 1st April, 2010
Post-Demerger
A.

As al31 81 March, 2010

Pre-Demerger

SHARE CAPITAL
Aulhorised
10,000,000 Equily Shares 01 Re, 10 each(Proposed)

100.00

1.00

(Pre-Demerger 100,000 Equily Shares 01 Re.l0 each)

100,00

1.00

'Issued & Subscribed

8.014,056 Equily Shares of Re, 10 each

80,14

0,50

(PreDemerge, 50,000 Equily Shares 01 Re,1 0each)

80,14

0,50

80.14

0,50

80.14

0.50

Paid up
8,014,056 Equity Shares of Re. 10 each
(PreDemerger 50,000 Equily Shares of Re, 10 each)
Noles:
a)

Paid up capitaf includes, 7.9&1,056 equily shares of Re, 10 each to be allotted and issued pursuant to tha Scheme of Amalgamalion & Demerger with Jubilant Organosys limited for consideration other than
cash,
(Rs, in million)
As at 31st March,20IO

B.

RESERVES AND SURPLUS

Capital ReselVe (1)

837,18

General ReselVe (I)

615,58

SUl]llus as per Profil & loss Accounl(!)

Total
(1)

24,62

Securities Premium Account(l)

984,80

(0,12)

2,462,18

(0.12)

Created on Implemenlatlon of Scheme of Amalgamation &Demerger of the undertakings of JOL (Refer Nole 2 of Schedule "0")
(As, in million)
As allsl April, 2010
Post-Demergar

C.

As at 31st March,2010
Pre-Damerger

LOANS
Secured
loans From Bank
-Tenm LoanSiWorklng Capital(l)

970,90
970,90

Unsecured

(I) As allocated by JOL In favour 01 JIL

(Rs. in million)
As at lsi April, 2010
Post-Demerger
D.

DEFERRED TAX LIABILITY

Deferred Tax liabililies
Deferred Tax Assets
Deferred Tax liabilities (Net)
(Refer Note 8 of Schedule '0')

103,18

6.05
97.13

As al31s! March,2010
Pre-Demerger

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E.

(Rs, in million)

FIXED ASSETS
DEPRECIATION/AMORTIZATION

GROSS BLOCKCOSTIBOOK VALUE

Description

Total

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31st March
2010
(Pre-Demerger)

Additions
on account
01 scheme 01
Amalgamation
8. De-merger

Total
asat
lsi April
2610
(Post-Demerger)

Total
asat
31st March
2010
(Pre-Demerger)

Additions
on account
of scheme 01
Amalgamalion
8. DEHTlerger

NET BLOCK

Total
asat
1st April
2010
(Post-Demerger)

Asal
1st
April
2010
(Post-Demerger)

Aut
31st
March
2010
(Pre-Demerger)

Land
(a)

Freehold

17.32

1722

ln2

(0)

Leasehold

204.26

204.26

0.23

0,23

204.03

Buildings
(a)

Factory

199.35

199.35

33.69

33.69

165.66

(b)

Others

45.34

46.34

1.66

1.66

46.66

954.11

954.11

446.52

446.52

1.45

1.45

1.36

1.36

0.09

Office Equipments

17.13

17.13

6.98

6.98

10.15

Furniture & Fixtures

12.77

12.77

5.03

5.03

7.74

1,454.73

1,454.73

495.47

959.26

Railway Sidings
Plant & Machinery
Vehicles

507.59

Intangibles
(oJ

Internally generated

PatentslMarket Authorisation

(0)

Other

Righls

S<J!lware

TOTAL

Capital Work in Progress, Capital Advances &Project Expenses Pending Capitalisation

495.47

53.42
1,012.68

(Rs. in million)
As allstAprit, 2010 As at 31st March, 20m
Post-Demerger
Pre-Demerger

F.

INVESTMENTS: (AI Cosl)

Number

Face value per unit

All unquoted unless otherWise specified

Non Trade Investments

445

Rs.l0

Voith Paper Fabrics India ltd.-Equity Shares fully paid up(Quoted)

Rs.l0

Minerva Holding Ud.-Equity Shares fully paid up

As,I00

Kashipur Holdings ltd.-Equity Shares fully paid up

0.08

H
530

H
132

H
Current Investments
Investment in Mutual Fund

414,752

Rs.l0

lIC MF Income Plus-Fund Daily Dividend Pfan

4.15
4.23

Aggregate NAV of Current Investments

4.15

Aggregate amount of quoted investments

Notes:
(l) Figures in () are in respect of Pre-Demerger

-<:osl

0.08

-markel value

0.08

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Schedules forming part of the Balance Sheet

(As. In million)
As at 31st March, 2010
G.

CURRENT ASSETS, LOANS AND ADVANCES

Curl'tnt Assets
Inventories: (Including inTransit & wilh Third Partles)
- Raw Malerials
- Stores, Spares, Process Chemicals,Calaiyst,Fuels & Packing Malerial

587.59
71.61

- Process SlockS

144.17

- Finished Goods (including Trading Goods)

400.20

Sundry Deblors

Unsecured

- Over Six Monlhs - Good (1)

-Doubtful

- Other Debts - Good (1)

121.25
27.91
453.38

602.54
Less: Provision lor Doubtful Debts

27.91
574.63 (2)

Cash & Bank Balances

- Cash in hand and as Imprest

0.39

- ChequeslDrafts In hand

- Wllh Scheduled Banks

- On Current Accounis(3)

1.507.30

0.40

- On Dividend Account

- 00 Deposit Accounts(4)

0.07

- With Non Scheduled Banks

1,507.76

0.40

Loans And Advances

(Unsecured, Considered good)

-loans to - Subsidiaries (including Interest accrued)

- Jubilant Employees Welfare Trust

- Advances recoverable in cash or in kind or 10' value to be received (5)

158.38

- DepOSits

10.04

- DepositS/Balances with Excise I Sales Tax Authorities

25.80

- Advance Payment of Income TaxlWealth Tax (Inclu<Jlng TDS)

2.33

- MAT Credit Enfillement

0.15
196.70
3,572.66

(1) Inclu<Jes, Subsidy receivable:

a)
Due over six months Rs. 43.26 mlllion.(PreDemerge,Rs.NII).
b)
Others RS.172.46 million (preDemergerRs.Nlq.
(2) Debtors are net 01 bill discounting amounting to Rs. 171.71 mllllon(P,e-Oemerger.Rs.NII).
(3) Includes, Rs.l.SOO.00 mlllion(PreDemerger Rs. Nil) In Escrow Accounloonsequenl upon allolmenl of Shares as on 31st March, 2010.
(4) Inclu<Jes, Margin Money Rs.0.07 mllllon(Pre-Demerger Rs.Nil).
(5) Includes Rs. 36.47 mllllon(PreDemergerAs.Nil) Export Benefits Receivables.

0.40

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(Rs, in million)

As at 1st April, 2010

Post-Demerger
H.

CURRENT LIABILITIES AND PROVISIONS

A)

Current Liabilities
- Due to Micro, Small and Medium Enterprises

As at 31st March, 2010

Pre-Demerger

3.59

(Refer Note 5 of Schedule '0')

Sundl}' Creditors and Expenses Payable

786.00

Acceptances

65.30

Trade Deposits & Advances

56.13

Interest Accrued but not due

Olher Liabilities

0,02

0.31
15.83

Investors Education and Protection Fund shall be credited with the following amounts namely:
- Unclaimedlunpaid Dividends
- Unclaimed Fixed Deposits

927.16
B)

0.02

Provisions
For Dividends on Equity Shares (InCluding Dividend Distribution Tax)
For Income Tax. Wealth Tax & FET
For RetiremenVPost reliremenl Employee Benelits
ForOth.rs(l)

0,33

48-41
3.32
52.06

TolaiIMB)
(1)

979.22

0,02

Include Provision of loss of Rs, 3.32 million (Pre-D.mergerRs.Nil) on marked 10 market of unutilised forward covers outslanding.
As al31s1 March, 2010
MISCELLANEOUS EXPENDITURE
(to the extent not wriHen 0" or adjusted)
Payments under Voluntal}' Retirement Scheme

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NOTES TO THE ACCOUNTS

O.

NOTES TO THE ACCOUNTS AND SIGNIFICANT ACCOUNTING POLICIES

Noles to !he De-Merged Balance Sheet as at 1st April, 2010

1.

STATEMENT OF SIGNIFICANT ACCOUNnNG POLICIES:

A.

Basis 01 Accounting! Preparation

The Iinancial statements 01 Jubilant In<:!ustrles Ltd.(the Company) have been prepared and presented un<:!er the historical cost convention wilh the exception of certain assets which has been accounled tor at
their respective Fair Values on Amalgamation on the accrual basis of accounting in accomance with the accounting principles generally accepted in India ('GMP') and comply wHh the mandatory account
ing standards notified by the Centrat Govemment of India and with the retevant provisions of the Companies Act, 1956. The financial Statements are presented In Indian rupees roun<:!ed off to the nearest
mlilioo
The preparatloo of linanclal statements in conlonnlly with GMP requires management to make estimates and assumptions that aHect the reported amounts 01 assets and liabilities and disclosure of contingent
liabilities at the date of linanclal statements an<:! the results of operations during the reporting periods. Management believes that the estimates used In the preparation of the linancial stalements are prudent
and reasonable. Aclu.1 results could vary from Ihese estimates. Any revision to accounting estimales is recognised in the period In which such resulls are knownlmateralised.

B.

Fixed Assets and Depreciation

(i)

Fixed Assets are stated at original cost net 01 tax/duly credits availed, if any, less accumulated depreCiatiOn/amortisation. The cost of foxed assels includes effecl 01 exchange differences on long term
foreign currency borrowings, freight an<:! other incidental expenses related to the acquisition and installation 01 the respeclive assets. Borrowing cosls directly anributable to lixed assets which neces
sarily take a subslanlial period 01 time to get ready for their intended use are capitalized, In case of fixed assets acquired al the time 01 amalgamation 01 certain entities with Company, the sallie are
recognised al book value/fair value ascertained by the valuers.
Insurance spares I slandby equipmenls are capitalised as part ollho mother assets an<:! are depreciated althe applicable rates, over tile remaining usefullile ollhe mother assets. Such spares are
charged off, on issue for Consumption.
Interest on loans an<:! other linaneial charges in respect 01 qualifying assets an<:! preoperative expenses Including Triat Run Expenses (Net 01 trial run receipts, il any) lor projects andlor substantial
"ypAn,.nn up to the dat9 of commincim.m of commorolal produolion/ otabltiootion of the projeot or. cepitaliMd.

(II)

Depreciation is provided on Straight Une Method at rates mentioned and In the manner speCified in Schedule XIV 10 the Companies Act, 1956 (as amended), on the original cosU acquisition cost of
assets and read wah Ihe statement as mentioned herein under. Certain plants were classified as continuous process plants from the financial year ended 3103-2000 an<:! such classification has been
dona on technical assassment,(relied upon by the audnor being a technical matter) and depreciation on such assets has been provided accordingly.
DepreCiation. in respecl 01 assets addedlinstalled up to December 15, 1993, is provided at the rates applicable atlhe time 01 additionslinstallalions of Ihe assets as per Schedute XIV to Ihe Companies
Acl, 1956 and depreciation, in respect of assels eddedlinstalled during the subsequent period, is prOVided atlha rales, mentioned in Schedule XIV to the Companies Act, 1956 read w~h Notilication
dated 161h December. 1993 issued by Department of Company Affairs, Govemment 01 India except lor the !ollowing classes of lixed assets which are depreciated over lhe usefuttife estimaled as
under;
a.

R&D related Equipments &Machineries: len years.

b.

Motor Vehicles: five years.

c.

Compuler & Inlormalion Technology related assets: three 10 live years.

d.

Certain employee perquisile - related assets: five years, being Ihe period 01 the perquiSite scheme.

Depreciation on assets added/disposed off during the year has been provided on prorala basis with reterence to the monlh of addition/disposal.

Depreciation on exchange fluctualion capi!alised is charged over the remaining uselull!!e 01 assets in line with accounting policy O. 1.(F).

b.

Intangible, Market Authorisation and amortisation

Inlangible assets are recorded at the cOllsidera!ion paid for acquisition. Intangible assets are amortised over their estimated useful lives subject to a maximum period 01 ten years on straight-tine basis,

commenCing from the date the asset is available to the Company lor its use.

Cos! incurred for product development leading 10 Markel Authorisations are recognised as intangible assets and amortised on a slraight-line basis over a period 01 five to len years from the date of

regulatory approval. Subsequent expenditures on developm.m of such producla are a~o added to the cost 01 intangibles.

Expenditure lor acquisition and implemenlation 01 Software systems is recognised as inlangible assets and amortised on straighlline basis over a period of rIVe year.

c.

C.

Leased Assets: Amortisalion/charging off

(i)

Leasehold Land value Is nol amortised In view 01 the long tenure of the unexpired lease periodloption 01 conversion to lreehold atlhe expiry of lease tenure.

(ii)

Other lease assels: Assets, il any, acquired under finance lease are capitalised at the lower of their fair value and lhe present value 01 the minimum lease payment in line wilh the Accounting
Standard 19(AS-19)"Leases", notified by the Central Govemment of India. In respecl of other leases, lease rentals are charged 10 Profit and Loss Account.

Valuation of Inventories

tnvenrories are valued at lower 01 cost or net realisable value except scrap. which is at net estimaled realisable value.

The methods 01 determining cost 01 various calegories of invenrories are as lollows:

Cost includes all direct costs, cost of conversion and appropriate ponion 01 overheads and such other COsls incurred as to bring the Inventory to its present location and condillon inclusive of excise duly
wherever applicable. Cost fonnuia used Is based upon weighted average cost
D.

Investments
Long Teno investments (non-trade) il any, are valued at cost unless there is a permanent lall in their value as at the date 01 Balance Sheet
Current Investments are valued at Lower of cost or fair value.

E.

IncomeTax
CurrlllltTax
Current tax expense is based on the provisions 01 Income Tax Act,1961 and judioial interpretations thereol as at the Balance Sheet dale and lakes into consideration various deductions and exemptions to
which the Company is enlltled to as well as the reliance placed by the Company on the legal advices received by it
Deferred Tax
Deferred tax charge or credil reflects the tax effects 01 timing differences between accounting income and taxable income for Ihe period. The deferred tax charge or credit and the corresponding deferred tax
liabilities or assets are recognised using the tax rales Ihat have been enacled or substantially enacted by the balance sheet date. Deferred lax as~el~ are mongnised only to the extent there Is reasonable
certainly that Ihe assels can be realised In future: however, where Ihere is unabsorbed depreciation or cany forward of losses, delerred tax assets are recognised only if there is avirtual certainly 01 realisation
01 such assets. Delerred tax assets are reviewed al each balance sheet date and is wriuen-dawn or written-up to reflect the amounllhat is reasonablyMrtually certain (as the case may be) to be realised.
Minimum Aftemata T"
Minimum Allernate Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing evidence that the compeny will pay normal income tax during the specified period. In the year
in which MAT credit becomes eliglbte to be recognized as an assel in accordance wilh the recommendation conlained in the Guidance Note issued by Ihe Institute of Chartered Accounlants of India, Ihe said
assel is oreated by way of a credit to the Profll and loss Account and shown as MAT Credit Entittement. The Company reviews the same at each balance sheet date and writes down Ihe carrying amount of
MAT Credit Entitlement to Ihe extenllhere is no Iooger convincing evidence to the effect that company pay nonnat income tax during the specified period.

;"";.,,

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NOTES TO THE ACCOUNTS

F.

Foreign Currency Conversions/Translation

Transactions in foreign currency are recorded at the exchange rale prevailing oolor closely approximating 10 Ihe date of Iransactions. Monetaljl Assets and Liabililles are restated at the rate prevailing at the
period end or at the spot rate at the inception of forward contract where fo!Wam cover for specific assetlJiability has been taken and in respect of such forward contracts the diHerence behveen the contract
rate and fhe spot rate at the inception of the forwam contract is recognised as income or expense in Profit & Loss Account over the life 01 the contract. All other outstanding forward contracts on the closing
date are mar1<ed to market and resultant gain or loss is recognised as income or expense in the Profit and loss Account.
The Company has opted lor accounting the exchange differences ansing on reporting of long term toreign currency monetaljl items in line with Companies (Accounting Standard] Amendment Rules 2009 on
Accounting Standard 11 (AS H) - "The Effects of Changes in Foreign Exchange Rates' notified by the Ministljl 01 Corporate Affairs on 31st March, 2009 . Accordingly the effect of exchange differences as
updated on reporting date, on foreign currency b?fTowings including FCCBs of Ihe Company is adlusted 10 cost of fixed assets to the eXlent II retates to utilisallon of funds for acquisition of depreciable capital
assets and the balance is accumulat.d in ForGign Curlllncy Monetaljlllem Translalion Difference Account (FCMITOA) and amortiood during tho balanco ponod of ouoh long tonn liabilily but no! tator thun
31st March, 20t1.

G.

Provisions, ContingentUabtllly and Contingent Aet.

Th. Company recognises a provision when there is a present obligation as a resul! of a past eventtha! probably requires an ouillow of resources and a reliable estimate can be made of the amount of the
obligation. A disclosure for a contingent liability is made when there is a possible obrigalion or a present obrlgallon that may, but probably will not require an ouHrow of resource. Contingent Assets are no!
recognised/disclosed. ProviSions, Continganl Liabilities and Contingent Assets are reviewed at each 8atance Sheet Date.

H.

Research & Development

Revenue expenditure on Research and Development Is included under the natural heads of expenditure.
Capital expenditure on Research and Development (R&D) is capitalised a. fixed assets. Development cost including regutatory cost and legal expenses teading to Market AUlhorisation retating to the new
and improved producl and/or process development is recognised as an intangible asset to the eXlentthal it is expecled that such assel will generale fulure economic benelits. Other Research <I Development
cosl is expensed as incurred.
Employee Benefits
Short term employee beneliland contribulion to defined contribution plans e.g. recognised provident fund, employee stale insurance and superannuation scheme are recognized as expense on accrual
at the undiscounted amount in the profit &loss account.
Gratuily and teave encashment which are defined benefits are recognised in the profit and loss account based on actualial valuation USing projected unit credit method as at balance sheet date by an
independenl actualjl. Actuanal gains and losses ansing from the experience ad!uslment and change in actuarial assumplion ale immedialely recognized in the Profit and Loss account as income or
expense.
In respeci of PMSL, Contributions toward Graluily Fund & SuperannuaHon Scheme are made to trust, administered by theCornpany (PMSL). The accounts of the Same are kept wnh life Insurance
Corporation of India under their group schemes.

J.

Borrowing Cost
Borrowing cost includes ancillaljl cost. Borrowing cost attributable to acquisnions and construction 01 qualifying assets are capitalized as a part 01 the cost of such assets upto the date as mentioned in Note
No. B(a)(i) above. Other borrowing costs are cha!]Jed as expenses in the year in which they anse.

K.

Reyenue Recognition
Revenue from sale of products is recognised when the significant nsks and rewards of ownership of the products have been transferred to the buyer, recoveljl of Ihe consideration is probable and the amount
of revenue can be measured reliably. Revenues include excise duty and are shown nel of salas lax and value added tax (except excise duly) II any.
Dividend income is recognized when the unconditional righlto receive the income is established. tncome Irom interest on deposits,loons and interest bearing securities is recognized on time proportionate
method.

Any sales lor which the Company has acted as an agent without assuming Ihe fisks and rewards 01 ownership have been reported on a net basis.

Export incenllvesl benefits are accounted for on accrual basis and as per the principles given under ACCOUnting Siandard 9 (AS9) on "Revenue Recognilion', notilied by the Central Government of India

L.

Mlscelfaneous Expenditure' Amortisation

M.

Segment Reporting

(i)

Payments under Voluntaljl Retirement Scheme are amortised over a period 01 thirty six months commencing from the month in which peyment / liability arise.

The accounting policies adopted for segment reporting are in line with accounting policies 01 the Company. Revenues, Expenses, Assets and Liabilities have been identified to segments on the basis of their
relationship to operating actlvilies of the segments (taking in account the nature of products and services and nsks & rewards associated with them) and Intemal management information systems and the
same is reviewed from time to time to realign the same to conform to the Business Units of the Company. Revenues. Expenses, Assets and liabitities, which are COmmon to the enterprise as a whole and are
not allocable 10 segments on a reasonable basis, have been trealed as "Common RevenueslExpensesiAssetsiliabilities', as the case may be.
N.

Earning Per share

The basic earnings per share is calculated by dividing tha net profit ahar tax for the year by the weighled average number of equity shares outstanding during the year. For the purpose of calculating diluted
eamings per share, net profit sher tax duling the year and the weighted average number of shares outstanding during the year are adjusted for the eHect of all dilutive potential equily shares. The dilutlve
potential equity shares are deemed converted as of the beginning of the year unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had
the shares bean actually issued at fair value (I.e. average market value of the outstanding shares).

O.

Impairment of Fixed Assets

The Company assesses at each Balance Sheet date whelher there is any indication that an asset may be impaired. II any such indication exists. the Company estimates!he recoverable amount of the asset.
If such recoverable amount of the asset or the recoverable amount 01 the cash generating unil to which the assets belonga is less than the carljling amount, the carljling amount is reduced to its recoverable
amount. The reduction is treated as an impairmenl loss and is recognised In the Profit and loss Account. If at the Balance Sheal date there is an indication thai previously assessed impainnent loss no longer
eXists, the recoverable amount is reassessed and the asset is reliecled at the recoverable amount.

P.

Employee Stock Option Schemes

In accordance wilh the Securities and Exchange Soard of India Guidelines, in respect of the stock options granted pursuant to the JOl's Stock Option Scheme, Ihe intrinsic value, if any, of the option being the
excess of the market price, of share over the exercise price of the OpliOl1, at the date 01 grant 01 option, is treated as discount and accounted as employee compensation cost and amortised on astraight:line
basis over the vesting period.

,,,,",
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NOTES TO THE ACCOUNTS

2.

Scheme 01 Amalgamal10n & Oemerger:

a)

These accounts have been prepared laking into account Ihe effecl of Part Cof Section III of the proposed Scheme of Amalgamation & Demerger between Ihe following companies:
Jubilant Organosys Limited (JOll engaged in the business of providing Lifesciences products & services;
Speciality Molecules limited (SMl) engaged in the business of manufacturing primarily pyridine derivatives and a wholly owned subsidiary of JOl;
Pace Marketing Specialaies Limited (PMSL) engaged in contract manulacturing of adhesives and epoxy putty lor JOL; and
Jubilant Industries limned (JIl) to be engaged in the business 01 agrlproducts and pertormance polymers and a wholly owned subsidiary of JOL;
and their respective shareholders and creditors (hereinafier relerred to as "the Scheme")
and Ihe accounts will be effective only after necessary approvals have been received from the Hon'ble High Court 01 Allahabad, Unar Pradesh and after alilorrnalilies required 10 elfect the Scheme
have been comptied with.

b)

Pursuant to the Scheme of referred 10 above, SML & PMSl witl amalgamate with JOl with effec\from the Amalgamation Appointed Date i.e close of business on 31s1 March, 2010 . Pursuant to the merger
of SMl & PMSl with JOl, the 'business undertakings' (as detined hereinafter) of JOl will be demerged into Jil as at the Demerger Appoinled Date i.e commencement of business on 1st Aprit 2010.
"Business Undertaking' means, coIlectilllJiy, QJ agri products dMsion, consisting of aJ single superphosphate and bJ agro chemical for crop products; (ii) performance polymer division, conslsling of a) food
polymer (Solid PVA), b) VP Latex and SBR Latex, o} consumer products and d) application polymerproducts and (iii) IMFL dMsion, 01 the Transferor Company (collectively, the "Business Undertaking").

c)

In accordance with the Scheme and pursuant 10 the demerger of the Business Undertakings 10 Jll, JIL will issue 7,964,056 Equity share of As. 10/- each 10 Ihe shareholders of JOL in the proportion of One
Equity share 01 As. 10 each fully paid up for every Twenty Equity share 01 As. 1each fully paid up held bylhem in JOL.

d)

In accordance wilh the Scheme, this Balance Sheet has been prepared after accounting for the assets and liabilities of Business Undertakings demerged Irom JOl, at their respective values as
appearing in the books of JOL immediately prior to Ihe demerger. The proposed demerger will result in Ihe increase of assets and liabilities in the accounts of JIL as follows.
Increase In:
Particulars

Amount (Rs.ln mm;on)

Fixed Assels

1012.7

Investmenls

4.2

Inventories

1,293.6
574.6

Sundry Debtors

1,507.4

Cash & Bank Balances

Loans & Advances

196.7

Current Llabitities

927.2

Provtsions

52.1 i

Secured loans

970.9

Deferred Tax Liability (Net)

97.1

TOTAL

2,541.9

Settled as follows:
Amount (Rs.ln million)

Particulars
Share Capital
i

Capital Aeserve

Securities Premium Account

General Reserves

79.6
24.6
837.2
615.6

ISurplus as per prom & Loss Accounl

ITOTAL
3.

984.9
2,541.9

Capital Commitments
Estimated amount of Contracls remaining to be execuled on Capilal Account (Net of Advances) As. 76.35 million (PreDemerger Rs. NilJlAdvances Rs. 0.91 million(PreDemerger As. Nil)).

4.

Conlingent liabilities
a)

ClalmsiDemands in respect of which proceedings or sppeals are pending and are not acknowledged as debts on account 01:
(Rs. in million)
As at 1st Aprll,2010
(Posi-Demerger)

As at 31st March, 2010

(Pre-Demerger)

0.66

Customs

33.22

Sales Tax

41.37

Centrat Excise

Income Tax

Service Tax
Others

-_.

55.91

b)

Outstanding guaranlees furnished by Banks on behalf of the Companylby the Company including in respect of Letters of Credits is Rs. 497.17 million (Pre-Demerger Rs.Nit)

0)

Exports obligstion undertaken by Ihe Company under EPCG scheme to be completed over aperiod of liveleight years on account of import of Capital Goods at concessional import duty remaining outslandlng
is As. 4.66 million(PreDemerger As. Nil). Similarly Export obligation under Advance License SchemeIDFIA scheme on duty Iree import of specific raw malerials, remaining outstanding is Rs. 69.04 million
(PreDemerger As. Nil).

..,

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NOTES TO THE ACCOUNTS

5.

Micro and Small Business Entities

There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding lor more than 45 days as at 31st March, 2010. The Infonnatlon as required to be disclosed under tha Micro,
Small and Medium Enterprises Development Act, 2006 (MSMED) has boon determined to the ox:tont such pa~ies havo boon idonlifiod on tho basis olinfonnalion available with Iho Company.
(Rs, In million)
Principal amounl payable to suppliers

- as al 1sl Aprll,201 0 (Posi-Demerger)

3.59

-as at 31st March,2010 (Pre-Demerger)

6,

Amounl of Interesl paid by the Company In lenns of seclion 16 of Ihe MSMED, along wllh the amounl ollhe payment made to the supplier beyond the appointed day during the acoountlng
year

Amounl 01 interest due and payable for Ihe period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the Interest specified
ullder the MSMED.

Amount 01 interest accrued and remaining unpaid at the end of the accounting year

Employee Slock Option Scheme

In respect of the Employees Stock Oplions granted to JIL employees prior to scheme of Amafgamation & Demerger becoming effective and in terms 01 approval 01 shareholders aCOOlded at the AGM hetd on 29th
August, ~I!U" and In accordance With ~H:!I (l:~UP & l:~P~) uUldalines, 1999, JUL instituted Jubilant l:mployees 1itock Uptlon Plan, 2I!U5 ("Plan") for specified categones 01 employees and dlfectors of the JUL and
its SubSidiaries. Under the Plan as amended, upto 1,100,000 Stock Options can be issued to eligible directors (other than promoter directors) and other specified categories of employees of JOU Subsidiaries. The
options are to be granted at market price. As per SEBI Guidelines, the marXe! price is taken as the closing price on the day preceding the date of grant 01 options, on the stock exchange where the trading votume
is the highest.
In respect 01 options 01 JOL granted priorto the scheme being effective, upon vesffng. shall entitte the holderto acquire five equity shares 01 JOL of Re. 1each and shares of JIL in proportion 01 the ratio mentioned
in the scheme Amalgamation and Demerger. The Options granted uptO'28th August 2009 will vest entirely wilhin two years Irom the grant date, with certain lock-in provisions. The Options granted after 28th August
2009 will vest gradually Oller a period 01 5 years from the grant date, wilhout any Iockin provisions.
Summruy 01 Vesting & Lock in provisions is given below:
S.
No

Vestlng Schedule (Wilh Lock in) Applicable for Grants made upla 28th Augusl200s

% of Options scheduled to

Vesting Schedule (Without Lock in) Applicable for Granls made after 28th Augusl2009

% of Options scheduled to vest

Vesting Date

Lockln Period

10

1year 110m grant date

Nil

1.

10

2.

15

2years lrom grant date

Nil

15

2 years Irom grant date

Nil

3.

20

2years from grant date

1year Irom vesting date

20

3 years Irom grant date

Nil

4.

25

2years from grant date

2year from vesting date

25

4 years Irom grant date

Nil

5.

30

2years from grant date

3year lrom vesting date

30

5 years Irom grant date

Nil

JOL has constituted a Compensation Committee comprising 01 a majority of independent directors. This Comminee is empowered to administer the Scheme.
In 200809, Jubilant Employees Welfare Trust was constituted for the purpose 01 acquisition 01 equity shares 01 JOL from the Secondary market or subSCription 01 shares Irom JOL, to hold the shares and to allocate!
transfer thase shares to eligible employees of JOL Irom time to time on the terms and conditions specified under the Plan. The members authorised grant olloan(s) Irom time to time to the Trust in one Or more
tranches, uplo Rs. 1,000 million either free olinterest or at interest agreed between the Board and the Trust. The oulslanding loan to the lrust as at 31st March 2010 is As 423.21 million. Till date, the Trust has
purchased 5,371,747 equity shares of JOL Irom the open markel, out of interest Iree loan provided by the JOL, out of which 736,405 shares were translerred to the employees of JOL on exercise 01 ESOPS during
the year.
29,963 Stock options 01 JOL were outstanding as at 31st March, 2010 with the employees proposed to be transferred to JIL.
7.

The Company's signilicant operating lease alrangements are in respect 01 premises (reSidential, offices. godown etc.). These leasing arrangements, which are cancelable, range between 11 months and 3 years
generally and are usually renewable by mutual agreeable terms. The aggregate lease rentals payable are charged as expenses.

8.

Deferred Tax Assets and Liabilities are a"ributable 10 the following items;
IRs. in mililonl
As at 1st April,2010
(Post-Demerger)

As at 31st Milrch, 2010

(Pre-Demerger)

Provision lor Leave Encashment and Gratuity

0.41

Accumulated Losses as per Tax Laws

5.64

Deferred Tax Assets

6.05
Deferred Tax liabilities
Accelemted DepreciationiAmMlsation

103.18
103.18

Deferred Tax Uabllilies (Net)

9.

97.13

Disclosure required by Accounting Standard 29 (A5-29) "Provisions, Contingent Liabilities and Contingent Assets'

(Rs. in million)

Movemenlln Provisions:

Class of Provisions

Excise Duty

Sr. No.

20.79

1.

- as at 31st March,2010 (Pre-Demergar)

(-)

Provision lor exCise duty represents the excise dUty on closing stock of finished goods.
10. The Company uses derivative IInancial instruments such as lorward contracts and currency swaps to selectively hedge its currency exposures, firm commitments and highly probable lorecast transactions,
danominated in usn and EURO, Usually, the forward contracts mature within two years. The Company also enters into inlerest rale swaps to selectively hedge its interest rate exposures. The Company actively
manages lis currency!>nterest mte exposures through a centralised lreasury setup and uses derivatives to mitigate the risk lrom such exposures.
No derivative transactions are entered into for any speculative purposo.

..,

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NOTES TO THE ACCOUNTS

The infonnation on derivative instrumenls is as follows:

I)

Derivative InstrumenlS outstanding:

Buy/Sell

Amount (foreign currency in millions)

1st April, 2010 (Post-Demerger)

31st March, 2010 (Pre-Demerger)

Foreign Exchange Contracts

-USDliNR

Sold

USDO]9

-USDIINR

Bought

USD 1.46

ii)

"

Foreign currency exposure not hedged by derivative instrument:

Amount (foreign currency In millions)

Amount receivable on account of sale of goods &services"

1st April, 2010 (Post-Demerger)

31st March, 2010 (Pre-Demerger)

USD 0.56

EUROO.61

GBPAmount payable on aC()ounl of purchase of goods 8, services, loans, FeeBs, etc.

USDS.S9
JPY

11. Employee Benelns has been calculated as unde,:

(A) Defined Contribution Plans

a)

Provi<Jent Fund

b)

Superannualion Fund

(8) State Plans

a.

Emplcyee Slate Insurance

b.

Employee's Pension Scheme 1995

(C) Defined Benelit Plans

a.

G,atuity

b.

leave Encashmenl

The discount rale assumed is 8.30 % (8.0 % in ,espect of PMSl) which is detennined by ,elerence to marnet yield at the Balance Sheel dale on Government bonds. The estimates of luture salary increases,

considered in actuarial valuation, take account of intiation, senionly, promoilon and other relevant factors, such as supply and demand in the employment marne!

Closing batances of the present value of the defined benefit obUgaUon:

(Rs. in million)

.. Other than PMSl

(As. in million)

Gratuity'''
2010
Present value of obligation as all st April,2OlO

Fair value oj plan assel allsl April, 2010

I liabilities recognized In lhe ,Balance Sheet as at 1st April, 2010

(Posi-Demerge,)

5.19

(Pre-Demerger)

(-)

(Post-Demerger)

4.78

(Pre-Deme'ge,)

(-)

(Posl-Demerge,)

0.41

(Pre-Demerge,)

(-)

..

... in respect of PMSL

....

....
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NOTES TO THE ACCOUNTS

12. Segment Reporting
Based 011 the guiding principles given in the Accounting Standard on 'Segment Reporting' (AS -17) , notified by the Central Govemment 01 India, JOL has idenmied
reportable segment Post Demerger, the Company will identify its revised reportable segments (if required)..
13. (A)

Agri & Perto1JT1ance Polymers(APP) as

CAPACITIES,STOCKS,PRODUCTION AND TURNOVER (In Respect of Jllj.Past-Demerger

)l~,:.

S.No.

CLASS OF GOODS

QUANTITATIVE

CAPACITY'

DENOMINATION

INSTALLED

QuanlHy#t

CLOSING STOCK
Rs.ln million

6B.98

1.

Speciality Chemicals-Wood Finishes

M.T

2,400

1,129

Polymers Including Copolymers &VP LateX! SBR latex

M.T

30,060

640

G2.00

3.

Single Superphosphate

M.T

429,000

53,B90

321.81

4.

Sulphuric Acid

M.T

6B,!l3S

490

0.17

5.

Agr! Chemicals

K..L

6.

IMFL

KBL

10,800

..
--Under 1I1e Industrial Policy Stalemen! dated July 24, 1991 and the notifications issued thereunder,no licensing is required lor the Company's products.

~~

165

1.]5

166

21.47
-

- -

- - -

After anile! 01 adjUStments 01 ShOrtage/excess/old obsolele mvenlmy written olt/provided lor.

Notes:
a)

Closing Siock has been arrived at after considering Capli"" Consumptloos.

b)

Installed capacities are as certified by the Management, being a technical matter and relied upon by the Auditors accordingly.

c)

V.P. latex / SBR Latex Installed Capacity is on Wet Basis.

(B) Particulars in respect olTradlng goods. (In Respect of JIL)Post-Demerger

(e)

Capacities, Stocks, Producllons andTurnover (In Respect 01 PMSl) Past.Demerger

'Installed Capacity is taken on the basis 01365 working days as per tnpl. shih basis.
14. Related Party Disclosures
i)

Other Related parties with whom transactions have taken place during the year.
a)

Key Management Personnel:

b)

Others:

Post-Demerger: Mr. Ananda Mukhe~ee.

PostDemerger: Vam Employees Provident Fund Trust. Jubilant Employee Welfare Trust, Jubilant Bhartia Foundation, Vam Officers Superannuation Fund.

In te1JT1S of our review report of even date a"ached.

For K. N. Gulgulia &Co.
Chartered Accountants
B. R.Goyal
Partner
Membership No. 12172
Nolda
Date: 8th July,20IO

Prakash CBlsht
Director

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Schedule 6
Auditors' Report
08 July, 2010
The Board of Directors,
Jubilant Organosys Ltd,
lA, Sector 16 A
Noida, 201301
Uttar Pradeshc
OearSlrs,
Subfect: Scheme of Amalgamatioo and Demerger among Jubitant Organosys LlmHed, SpecIality Moleeules Limited, Pace Marketing Speclalilies Limited and Jubllantlndustrlell Limited and their mspecllve
shareholders and cred~ors
We refer to our engagement dated 251h June 2010 regarding Ihe above-mentioned subject and as requested we have reviewed the attached Opening Reference Balance Sheef of Jubilanl Organosys Limned Post
Demerger as at 1st Ap1il2010, pursuant to the above mentioned scheme, stamped and initialed by us for idenlilicaUon, with the following:
1.

Drafi Scheme of Amalgamalion and Demerger among Jubilant Organosys Limiled, Specialily Molecules limited, Pace Marketing Specialilies Limited and Jubilant Indestnes limited and their respective shareholders
and creditors.

2.

Audited balance $heet ol.JlJllilant Organosys Limited as at 31st March 2010.

3.

Audiled balance sheet of Specialily Molecules limited as al31s1 March 2010 &fair valuation report as at 31st March 2010.

4.

Audited balance sheel of Pace Marketing Speclalilies limiled as al 31st March 2010. &fair valualion report as al 31 sl March 2010.

5.

Opening Referenca balance sheel of Jullilanl Organosys limited as al31s1 March 2010

6.
7.

Adjustments to !he Reference Balance Sheet as at 31s1 March, 20tO and 1st Apnl2010 arising 011 the acoounling entnes passed to give aHeet to the Scheme of amalgamation and demerger.

Share Exchange Ratio as advised to us by !he Company's managemenl to be used 10 issue 01 equily shares of Jubilant Organosys Ltd to the shareholders of Pace Markeling Speclalfiies Limited.

The attached Reference Balance~Sheet has heen prepared by Ihe Company and is the responsibility 01 Company's management. Our respooslbility is to issue a report on Ihis balance sheet based on our revJaw as
aforesaid. Coosequenlly, we have not pertormed an audil in acoordance with Generally Accepled Audiling Siandards and do not express an audit opinion.
Based on our review as aforesaid and according to lhe information and explanalions given to us, we report !hal the Reference Balance Sheet read with !he noles thereon has been prepared in acoordance wilh the aforesaid
Scheme of Amalgamation and Demerger.
Yours faithfully,
For It N. Gutgutla & Co.
Chartered Accounlants

B.R.Goyal
Partner
MembershipNo.12172

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SCHEDULE 6
JUBILANT ORGANOSYS LTD (POST-DEMERGER)
Balance Sheet
Particulars

(Rs. in million)
Schedules

Aut

Asat
3191 March, 2010
Pre-Oemer

SOURCES OF FUNDS
Shareholders' Funds
Share CapHal

159.30

159.30

ReselVes & Surplus

19.313.05

21,854.99

Loan Funds

19,472.35
Secured Loans
UnSllCUred Loans

22,014.29

9.041.94

10.012.84

10.109.89

10,109.89
20,122.73

19.151.83
lleIerred Tax LIabilities (Nel)

1,961.59

2,058.72

40.585.77

44,195.74

APPLICATION OF FUNDS
Fixed Assets

Gross Block

19,585.63

Less: Depreciation
Net Block
Capital Work-in-Progress
Investments

5,953.05

14,128.25

15,087.51

2,713.36
F

Foreign Currency Monetary IlemTranslatlon Dillerence Account

Currenl Assets, Loans and Advances

21,040.56

5,457.56

2.700.76
16,841.61

17,854.29

18,361.33

18.395.56

56.62

58.62

Inventories

3,000.16

4,293.73

Sundry Debtors

2.507.90

3.082.53

Gash & Bank Balances

2,846.48

4,353.84

Loans and Advances

5,682.54

5,879.24

Llabilmes

4,299.09

5,226.23

Provisions

4,433.78

Less: Currenl Llabllllles &ProvIsIons

4.485.84
9,712.07.

Net Currenl Assets

5,304.21

7.897.27

40,565.77

44,195.74

Miscellaneous Expenditure
(To the extent not wrillen 011 or adjusted)
Noles to Accounts &Significant Accounting Policies

Schedule "A" 10 "I" and '0" reterred above torm an Inlegral part ot the Balance Sheet.

In lerms 01 our review report 01 eVjln dale aMched.

For K. N. GutguUa & Co.
Chartered Accountants

B. R.Goyal
Partner
Membership No. 12172
Nolda
Date: 8th July.2010

Harl S. Bhartla
Co-Chairman &Managing Director

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Schedules forming part of the Balance Sheet

(Rs. in million)
As at 3tst March, 2010
A.

SHARE CAPITAL
AuthorIsed
655,000,000 Equity Shares 01 Re. 1each

655.00

655.00

(Prjj-Demerger 655,000,000 E4ulty Shares of Re,1each)

6;b.OO

6<>b'oo

159,313,139 Equity Shares 01 Re. 1each

159.31

159.31

(l'IEHJemerger 159,313,139 ~qulty Bhares of Re.1 each)

159.31

159.31

159.28

159.28

Issued & Subscribed

Paid up
159,281,139 Equity Shares 01 Re. 1each
(PreDemerger 159,281,139 Equity Shares 01 Re.l each)
Add: Equity Shares Fortelted (paid up)

0.02

0.02

159.30

159.30

Notes:
1)

TIle Company issued Zero Coupon Foreign Currency Convertible Bonds due 2011 (FCCB 2011) lor an aggregale value of USD 200 million, convertible al any lime belween 30th June, 200610 10th May, 2011 by
holders Inlo lully paid equity shares of Re.l each 01 lile Company or Gfo!Jal Deposill!ry Shares (GDS) each ;epresenling "n. eqoity shale al all inilial conversion price of Rs,413,4498 per share wilh a fixed rale of
exchange of As,45.05 = USD 1. The conversion price is subject to adjustment in certain circtJm5tances. The Bonds may also be redeemed, in wIlole but nol in part, at the oplion of the Company al any lime on or
after 19th May, 2009, subjecl to satislaction ot certain conditions. Unless previously wnverted, redeemed Or purchased and cancelled, the Bonds will be redeemed on 20th May, 2011 at 142.429% 01 Iheir principal
amount. The FCCSs are listed On Singapore Stock Exchange. The GDSs arising out 01 conversion 01 FCCSs are listed on luxembourg Stock Exchange. USD 57.90 million Bonds were bought back al a discounl
in linanei.1 year ended 31st March, 2009, and the same were cancelled
The outslanding balance 01 FCCB 2011 USD 142.10 million, on wnversion would result in allotmentin 0115,483,391 equity shares 01 Ae, 1each,

2)

The Company issued Zero Coupon Foreign Currency Convertible Bonds due 2010 (FCCB 2010) lor an aggregate value 01 USD 75 million, convertible at any time belween 3rd July, 2005 to 141h May, 2010 by holders
inlofully paid equity shares of Ae.l each of the Company or Global Depositary Shares (GDS) each representing one equity shares al an inilial conversion price of As.273.0648 per share with afixed rate of exchange
of Rs.43.35 = USD 1. The conversion price is subjectto adjustment in certain circumstances. The BondS may also be redeemed, in whole but not in part, at Ihe oplion 01 the Company at anytime on or aHer 23rd May,
2008, subject to satisfaction of certain condilions. Unless previously converted, redeemed or purchased and cancelled, Ihe Bonds will be redeemed on 241h May, 2010 at 138.383% oftheir principal amount. The Fe.
CBs are listed on Singapore Siock Exchange. The GDSs arising out of conversion 01 FCCSs are lisled on luxembourg Stock Exchange. USD 22.343 million were COnVMed upt031st March, 2010 into equity shares
and this represenls 3,547,022 shares 01 Ae.l each as on 3151 March, 2010 and USD 3 million Bonds were boughl back al a discount in Ihe financial year ended 31st March, 2009 and the same were cancelled.
The outstanding balance 01 FCCS 2010 USD 49.657 million, on conversion would result in allolment in of 7,883,231 equity shares of Ae. 1each.

3)

The Company issued 1.5% Foreign Currency Convertible Bonds due 2009 (FCCB 2009) aggregaling USD 35 million, in the year 200405. The Bonds were convertible at any time between 14th June, 2004 and
151h April, 2009 by holders into lully paid equity shares of Re.l each of Ihe Company or Global Depositary Shares (GDSs) each representing one Equity Shares at an initial conversion price 01 Re.I83.646 per share
with afixed rale of exchange on conversion 01 As. 44.805 = USD 1. The Bonds could also be redeemed, in whOle but not in part, at the option ollne Company at any time on or after 14th May, 2007 and priorto 81h
May, 2009, subject to satislaction 01 certain condilions. Unless previously converted, redeemed or purchased and cancelled, the Bonds were 10 be redeemed on 15th May, 2009 at 113.70% of their principal amount.
The FCCSs were listed on Singapore Stock Exchange. The GOOs arising oul 01 conversion of FCCSs are listed on luxembourg Stock Exchange. Out of these FCCS 2009, USD 34.70 million were converted upto
31st March, 2009 inlo equity shares and Ihis represenls 9,500,521 shares 01 Re.l each and balance olUSD 0.30 mitlion was redeemed during the year.

4)

5)

Under the Jubilanl EmplOyees Slock Option Plan;

a)

Options in lorce as 01 31st March 2010- 365,331 options convertible into 1,826,655 shares of Re. 1. each.

b)

170,248 vested opUons have been exercised uplo 31st March 2010 and 851,240 shares were allottedltranslerred lrom Jubilanl Employees Wellare Trust.

Paid up capital includes :

a)

43,990,695 equity shares 01 Re. 1each fully paid allotted and issued in 2003-04, as bonus shares by capitalisation 01 Capilal Aedemption AeseNe in accordance with the resolution passed by the sharehold
ers dated 28th Feb!eary, 2004.

b)

1,644,020 equity shares 01 Ae. 1 each allotted and issued pursuant 10 the Scheme 01 Amalgamation of erstwhile Aamganga Fertilizers Lid. with Ihe Company for consideration olher Ihan cash in 199495.
{761 ,780 equity shares 01 Re. 1 each allotted 10 Vem Investments ltd. and 159,420 equity shares 01 Ae. 1 each allotted'to Vam Leasing Ltd. were cancelled during Ihe year 200203 Refer note no 6
below}.

cJ

5,064,000 equity shares olAe. 1each allotted and issued pursuanl to the Scheme 01 Amalgamation 10 sharehOlders 01 erslwhile Anichem India Ltd. and of erslwhile Enpro Specialty Chemicals ltd. with
the Company lor consideration otherthan cash in 199900. (1,620,970 Equity shares 01 Re.l each allotted to Vam Investment Ltd. and 1,714,000 equity shares of Re. 1each allotted 10 Vam Leasing ltd.
were cancelled during the year 2002-03 Aefer note no. 6 below).

d)

114,835, equity shares of Re. 1eacn allotted to employees and directors of Company on exercise ollhe vesled stock options in accordance wilh Ihe terms of exercise under Ihe "Jubilanl EmplOyees Slock
Option Plan.

6)

Pursuant to the Scheme of Amalgamation approved by the Hon'bla High Court of Judicature, Allahabad and Hon'ble High Court 01 Delhi, Delhi, and as conlained in the Opening Aeference Balance Sheet annexed
10 the Scheme, the paid up share capital of the Company reduced during the year 200203 by cancellation of 2,382,750 and 1,873,420 equity shares of Re. 1each lully paid up held by erstwhile Vam Investments
Ltd. and Vam leasing lid. respectively as inveslments in Ihe Company.

7)

501,364 equity shares of Ae. 1each to be allotted and issued, pursuant 10 the Amalgamalion of Pace Marketing Specialities Limited with the Company lor consideralion other than cash.
(As. in million)
As at 1st Aprit, 2010
PosIDemerger

B.

As at 31st March, 2010

Pre-Demerger

RESERVES AND SURPLUS

80.10 .

Capital Reserve
Capital Redemp!ion ReseNe
Amalgamation Reserve

105.62

9.86

9.86

13.21

13.2t
7,527.07

Securities Premium Account

6,662.80

Gonoml Rosorvo

4,745.31

5,300.79

Surplus as per Profit & loss Account

/,001.11

8,818.b4

19,313.05

21,854.99

Total

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Schedules forming part of the Balance Sheet

(Rs. in million)
A.a! 1st April, 2910
Pos!Demerger

A. a! 31.! March, 2010

5,626.10

6,5~7,00

4S.34

48.34

3,367.50

3,367.50

Secured

A. loans From Bank.

reno loans
Iinciudill9 R. I,347.00 mllllon(preUemerger Rs.l,347.00 million) In foreign currency]
Working Capital
B. Loans From Others
reno Loans
(Including As.3,367.50 million (Pre-Demerger As. 3367.50 million) in foreign currency]

---_.

UnSflr.lfu~rI

10,012.84

Zero Coupon Foreign Currency Convertible Bonds FCCB 2010'

2,229.60

2,229.60

Zero Coupon Foreign Currency Convertible Bonds FCCB 2011 '

6,380.29

8,380.29

1,500.00

1,500.00

Teno loan from Bank

10,109.89
'(Refer Note 12 of Schedule '0')

Ins. in million)

D,

As allsl April, 2010

Posl-Oemerger

As a131.1 March, 2010

Pre-Demerger

2,202.23

2,305,41

DEFERRED TAXLIABIUTY
Deferred Tax Uabililies
Deferred Tax Assets
Delerred Tax Liabiiilies(Net)

240.64

24S.69

1,981.59

2,058.72

(Aeler.Note 15 (A) 01 Schedule '0')

E.

(Rs. in million)

FIXED ASSETS
GROSS BLOCK"{;OSTIBOOK VALUE
Descrlpllon

Total

asal
31st March
2010
(Pre
Demerger)

Additfon.
Deduction
on account
on account
01 scheme 01 o!schemeo!
Amalgama
Amalgama
tion
lion
& De-merger & De-merger

DEPRECIATION/AMORTIZATION
Tolaf
asat
1st April
2010
{PostDemerger)

Total
as at
31.tMar.h
2010
{PreDemerger)

Additions
on account
01 a.heme a!
Amalgama
tion
& De-merger

Oeduc!!on
on account
of scheme 01
Amalgama
lion
& De-merger

NET BLOCK
Total
asal
1st Apr!1
2910
(Posl
Demergar)

As at
l.t
April
2010
(Po.!
Demerger)

As at
31st
March
2010
(PreDemerger)

Land
(a)

Freehold

339.28

17.32

321.98

(b)

Leasehold

725.22

204.26

520<96

1.086,08

199.35

942,35

4S.34

113.88

6.70

954.11

15,941.21

5292.75

321.96

339.28

520.96

724.99

0.23

0.23

886.73

172.88

33.69

139.19

747.54

913.20

894.01

118.21

1.66

116.55

777.46

824<14

6.70

107.18

107.18

446.52

4846.23

11,094.98

11,602.57

Buildings
(a)

Faclory

(b)

..

Others (1)

Railway Sidings
~.

Plant & Machinery

Vehicles

113.88
16.895.32
60.22

1.45

58.77

36.80

1.36

35.44

23.33

23.42

Office Equfpment.

238.77

17.13

221.64

128.09

6.98

121.11 I

100.53

110.68

Furniture & Fixtures

310.Q7

12.77

297.30

91.40

5.03

86.37

210.93

218.67

219.85

42.22

42.22

177.62

177.63

Intangibles
aj

Internally generated
- PatentsIMarket Authorisation

I bj

219.85

Other
- Rights

4S.76

4S.76 ;

44,42

44.42

2.34

2.34

Software

62.76

62.76

19.35

19.35

43.41

43.41

19,565.83

5,953.05

5,457,58

14,128,25

15,037.51

TOTAL

21,040,56

1,454,73

CapllalWork in Progress, Capital Advances & Project Expenses Pending Capitalisation (Including R&D Intangibles)

I
(1) Building includes Rs.SOO being cost 01 share In Cooperative Housing Society.
(2) Tille Deeds pertaining to land al Galfaula purchased during the year 200703, measuring 2.80 acres are yet to be registered In the name of Company.

495.47

2,713.36

2,766.78

16,841.61

17,854,29

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Schedules forming part of the Balance Sheet

(Rs. in million)
As at 31st March,2010
F.

INVESTMENTS: (At Cost)

Number

Face value per unit

All unquoted unless otherwise specified

Trade Investmenls(Long Term)
In Subsidiary Companies
A) Fully paid EquHy Shares

375

NaParValue

Jubilant Organosys (USA) Inc.

17.11

17.11

743.79

743.79

12,682.59

12,662.59

1,660.44

1,660.44

(375)
13,900,000

EUROI

Jubilant Pharma N.V. (Belgium)

USDI

Jubitant Pharma Pte. LId. (Singapore)

No Par Value

Clinsys Holdings inc. (USA)

Rs.l0

Jubilant Infrastructure Ltd

377.40

377.40

Jub"ant First Trust Health""r. Lid

391.75

391.75

144.00

144.00

166.00

188.00

(13,900,000)
273,986,994
(273,986,994)
200
(200)
29,244,000
(29,244,000)
8,488,630

Rs.l0

(8,488,630)
5) Preference Shares

14,400,000

Jubilant Chemsys ltd.

Rs.l0

6% Optionally Conv.l!rtible Non-Cumulative Redeemable Prefe<ence Shares lully paid.

Rs.l0

8% Optionally Convertible Non-Cumulalive Redeemable Preference Shares fully paid.

(14,400,000)
16,600.000

""

(16,600,000)
-

20,850,000

Clinsys Clinical Research Ltd

RsJO

6% Optionally Convertible Non-Cumulative Redeemable Preference Shares fully paid up.

208.50

208.50

RS.l0

8% Optionally Convertible Non-Cumulalive Redee<nable Preference Shares fully paid up.

62.00

62.00

45.50

45.50

(20,850,000)
6,200,000
(6,200,000)
Non Trade Inveslmenls

4,550,000

Rs.l0

(4,550,000)

Forum 1Avialion Ltd

Eqully Shares fully paid up

Rs.l0

VoiIh Paper Fabncslndia ltd.-EQuily Shares fully paid up (Quoted)

Rs.l0

Minerva Holding Ltd.-Equity Shares fully paid up

0.08

(448)
(530)
Rs.100
(132)

Kashipur Holdings Ud.-Equily Shares fully paid up

Current Investmenls
Investment in Mutual Fund

50,767,483

RS.l0

Religare Short lel1ll Plan -Institutional Daily Dividend

510.66

510.66

UTI-TreasuJil Advantage FUIllHnSlllu!ional Plan (Daily Dividend)

350.68

350.68

1,000.91

1,005.06

1~

18,385.56

(50,767,483)
350,609

Rs.1000

(350,609)
100,090,569

RS.l0

LlC MF Income Plus-Fund Daily Dividend Plan

(100,505,321)
Aggregale NAVof Current Investments

. 1,862.25

1,886.40

Aggregate amount of quoted investments

Notes:
(1)

Figures In ( ) are in respect of PreDemerger

-cosl

0.06

-maI1<el value

0.08

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Schedules forming part of the Balance Sheet

(Rs in million)

G,

As at 1st April, 2010

Post-Demerger

A. al31s1 March, 2010

Pre-Oemerger

CURRENT ASSETS, LOANS AND ADVANCES

Current Assets
Inventories: (Including In Transil & with Third Parties)
- Raw Materials

1,447.37

2,034,96

- Stores, Spares, Process Chemicals, Catalyst, Fuels & Packing Material

465,65

537.49

- Process Stocks

419.93

564.10

- Finished Goods (Inctuding Trading Goods)

666.98

1,157.18

115,04

236.29

Sundry Debtors
Unsecured
- Over Six Months - Good (1)
-Doubfful
- Other Debls - Good (1)

less: Provision for Doubtiul Debts

1.00

28.91

2,392.65

2,846.24

2,508.90

3,111.44
28,91

1.00

(2)

3,082.53

Cash & Sank Balances

- Cash In hand and as Imprest
- Cheques/Drafts In hand

3.12

3.51

162,60

162.60

2,397.51

3,9M.?1

- With Scheduled Banks

- On Current Accounts(3)
- On Dividend Account
- On Deposit Accounts (4)
- WIth Non Scheduled Banks (5)

11.09
155.07

11.09'
155,14

117.09

117.09

2,646.48

4,353.84

1,361.60

1,361.80

Loans And Advances

(Unsecured, Con,sldered good)

-loans to Subsidiaries (including interest accrued)
- Jubilant Employees Wellars Trust (6)
- Advances recoverable in cash or in kind or for value to be received (7)
- Deposits
- DeposltsIBalances wIth Excise I Sales Tax Aulhorities (8)
- Advance Paymenl of Income TaxJWealth Tax (Including IDS)
- MAT Credil Entillement

(I)

Includes, Subsidy roroeivable:

a)
Due over sl. months -Rs. Nil (Pre-Demerger Rs. 43.26 million)
b)
Others - Rs. Nil (Pre-Demerger Rs, 172.46 millien)

(2)

Deb!ors are net of bill dlsoounllng amounting to Rs. 678.29 million (Pre-Demerger Rs.850.00 million).

(3)

Includes, Rs.2,371.33 million (Pre-Demerger Rs. 3,871.33 millien) in Escrow Account oonsequent upon aliolmen! of Shares as on 31s! March, 2010.

(4)

Includes, Margin Money - Rs.3.08 milrl<ln (Pre-D"",.roer Rs.313 million),

(5)

Maximum Balance outslanding during lIle year:

(6)

a)

Rs. 0,90 million (Pre-Demerger Rs.O.90 million) wIth ICICI Bank UK ltd.

b)

Rs. 205.04 million (Pre-Demerger Rs.205.04 million) wilh SBI New YOlk.

c).

Rs, 243.46 million (Pre-Demerger Rs,243,46 million) wilh Cltibanl< N.A., Hong Kong

d)

Rs. 6.83 million (Pre-Demerger Rs.6.83 millien) with Cmbank N.A., Esorow Me ,Hong Kong.

Nel of deferred tal( of Rs.l1 ,08 million reoovBrable

(7)

Includes Rs. 164.79 million (Pre-Demerger Rs.201.26 million) Export Benefils Receivables.

(8)

Deposits against dispuled demands -Rs.130.60 mUllon (Pre-Demarger Rs.130.SO million).

423.21

423.21

913.61

1,071.99

86.76

96.80

807.10

832,90

605.81
1,484.2~_

608.14
1,484,40

5,082.54

5,879.24

14,037,08

17,609.34

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(Rs, in million)

H.

As allsl April, 2010

Posl-Demerger

As al31s1 March, 2010

Pre-Demerger

19.12

22.71

-Others

2,272.30

3.058.28

Acceptances

1,804.55

1,869.85

Trade Deposits & Advances

18,09

74,22

In!JlraSi Accrued but not due

80,00

80,31

OIhel liabilities

91,92

107.75

11.09

11.09

2,02

2,02

CURRENT LIABILITIES AND PROVISIONS

A) Currenl Liabilities
SundrY Creartors and Expef!Ses Payable

i:l\~ .

- Due to Micro, Small and Medium Enterprises

(Refer Note 10 of Schedule '0")

InveslO!S Educalioo and Pro!Jlction Fund shall be credited with the following amounls namely:
- Unclaimed/unpaid Dividends
- Unclaimed FIXed Daposits

4,299,09
B) Pr!!Vislons

370,30

For Dividends on Equity Shares (Including Dividend Dlslrlbulion Tax)

370,30

For Income Tax. Wealth Tax & FBT

819,23

819,58

For RetiremenllPosl retirement Employee Benefils

305.72

354,13

ForOlhers(l)

Tolal(A+B)

2,938,53

2,941.85

4,433.78

4,485,84

8,732,87

9,712,07

(1) Include Premium on rede/npfion of FCCBs -Rs, 2,835,33 million(Pre-Demerger Rs,2,835,33 million) and Provision of loss of fls, 60,04 mlllion(Pre-Demerger Rs,sa,as million) on marl<ed 10 malke! 01 unulilised
forward covers oulslanding,
(Rs, in million)
As at lSI April, 2010
Post-Demerger
MISCELLANEOUS EXPENDITURE
(to the extent not written off or ad(usted)
Payments under Volunlary Retire/nenl Scheme

As al3lst March, 2010

Pre-Demerger

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NOTES TO THE ACCOUNTS

O.

NOTESTOTHE ACCOUNTS AND SIGNIFICANT ACCOUNTING POLICIES

Notes to the De-Merged Balance Sheet as at 1st April, 2010

1.

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES:

A.

Basis of Accounting! Preparation

The financial statemenlS 01 Jubilant Organosys Ud.(the Company} have been prepared and presented under the historical cost convention with the exception of certain assets which has been accounted for
at their respective Fair Values on Amalgamation on the accrual basis of accounting in accOl1lance with the accounting principles generally accepted in India ("GAAP,) and comply with the mandatory account
ing standards notified by the Central Govemment of India and with the relevant provisions of the Companies Act, 1956. The Financial Statements are presented in Indian rupees rounded off to Ihe nearest
million
.
The preparation offloancial Slatements in conformilywith GAAP requires managemenl to make esllmates and assumptions Ihal affecl the reported amounts of assets and liabllilies and disclosure of contingenl
liabilities allhe dale of financial stalemenls and Ihe resufts of operations during Ihe reporting periods. Management believes that the estimates used in Ihe preparation of the linancial stalements are prudent
and reasonable. Actual results could vary from these estimales. Any revision to accounting estimales is recognised in the period in which such resulls are known/materaliood,

B.

a.

Fixed Assets and Depreciation

(i)

Fixed Assets are staled al ofiginal cost net ot tax/duly credits avaited, if any, less accumulated depreciation/amortisation. The cost 01 fixed assats includes effecl of exenange differences on long term
foreign currency borrOwings, Ireight and olher incidental expenses relaled 10 the ac~uisi!ion and installation 01 Ihe respective assets. Borrowing cosls directly aHributable to fixed assets which neces
sarlly lake a substantial period of lime to get ready for their intended use are capitalized. In case 01 fixed assels acquired at the time of amalgamallon of certain enlities wilh Company, the same are
IIlcognised at book valuelfair value ascertained by the valuers.
Insurance spares I standby equipments are capitalised as part of Ihe mother assets and are depreciated al the applicable rales, over Ihe remaining usalulille at the molher assels. Such spares are
charged off, on issue lor Consumption,
Interest on loans and other financial charges in respect of qualifying assets and preoperative expenses including Trial Run Expenses (Nel
expansion up 10 Ihe date of commencement 01 commerciat producticn/ stabilisation of the project are capitalised.

(It)

ollrl~1

run receipts, if any) lor projects and/or subslantial

Deprecialion is provided on Straight Une Melhod at rales mentioned and in the manner specHied in Schedule XIV to the Companies Act, 1956 (as amended), on the orlginat cosV acquiSition cost of
assets and read wilh the statement as mentioned herein under. Certain plants were classilied as continuous process plants from the financial year ended 31032000 and such classification has been
done on teennical assessment, (relied upon by the auditor being alechnical matter) and depreciation on such assets has been provided accordingly.
Depreciation, in respect of assets addedlinstalled up to December 15, 1993, is provided at Ihe rates applicable at the time of addilionslinslallalions of Ihe assets as per Schedule XIV 10 the Companies
Act, 1956 and depreciation, in respect of assets addedlinstalled during the subsequent period, is provided at the rates, menlioned in Schedule XIV to the Companies Act, 1956 read with Notification
dated 161h December, 1993 issued by Department of Company Affairs, Govemmenl of India excepl for the foflowing classes of fixed assets which are depreciated over the useful life estimaled as
under;
"
a.

R&D relaled Equipments &Machineries: ten years.

b.

Motor Vehicles: five years.

c.

Computer &Information Technology related assets: three to five years.

d.

Certain employee perquisile - retated assels: five years, being the period of the perquiSite scheme.

Deprecialion on assets added/disposed off during the year has been provided on pro-rala basis with reference to the month of addition/disposal.

Deprecialion on exchange fluctuation capitalised is enarged over the remaining usefut life of assels in line wilh accounling poticy O. 1,(Fl,

b.

Intangible, Market Authorisation and amortisation

Intangible assels are recorded at Ihe consideralion paid lor acquisition. tntangible assets are amortised over their estimated usetullives subject to amaximum period of ten years on straight-line baSiS,

commencing from the dale the assel is available to lhe Company for its use,

Cost incurred for product development leading to Market Authorisations are recognised as intangible assets and amortised on a straight-line basis over a period of five 10 len years from the date 'of

regutatory approval. Subsequent expenditures on development of such products are aloo added to the cosl of Intangibles.

Expenditure for acquisition and implementation 01 Software systems is lIl00gnised as intangible assels and amortised on slralghtline bssis over aperiod of five year.

c.

C.

Leased Assets: Amortisation/charging off

(i)

Leasehold Land value is nol amortised in view of Ihe tong tenure of Ihe unexpired lease period/option of conversion 10 freehold althe expiry 01 lease lenure.

(Ii)

Other lease assets: Assets, if any, acquired under finance lease are capitalised at the lower of Iheir lair vatue and Ihe present value of the minimum lease payment in line with the Accounting
Standard 19(AS-19)-"Leases", notified by Ihe Cenlral Govemment of India, tn respect 01 other leases, lease rentals are charged to Prolil and Loss Account.

Valualion of Invenlories
.Inventories are valued at lower of cost or nel realisabte value except strap, which is at nel estimated realisable vatue.

The methods of determining cost 01 various categories of inventories are as follows:

Cost includes all direct costs, cost of conversion and appropriate portion of ovemeads and such other cosls incurred as to bring the inventory to ils' presenllocalion and condition inclusive 01 excise duly
wherever applicable. Cost formula used is based upon weighted average cost.
0,

tnveslmenls
Long Term quoted inveslments (nontrade) 11 any, .reNalued al cost untess there is apermanent fall in their vatue as at the date of Balance Sheet.

Unquoted investments in subsidiaries being 01 long term and of strategic in nature are valued at cosl and no loss is recognised forlhe fall, if any, in their net worth, unless the diminution in value is other than

temporary. Investment in Foreign Subsidiary Companies are expressed in Indian currency at the ratesprevailing on the date when the remiHance for Ihe pUipose was made! fOlllign currency balance abroad

was used, as the case may be,

Current tnvestments are valued at Lower of cosl or lair value.

E.

fncome Tax
CurrentTax
Current tax expense is based on Ihe prOVisions of Income Tax Act, 1961 and judicial Inteiprelations thereat as al the Balance Sheet date and takes into consideration various deductions and exemptions to
which the Company is enlilled to as well as the reliance placed by the Company on the legal advices received by it.
Deferred Tax
Deferred lax cherge or credit reHects Ihe tax effecls of timing differences between accounting income and taxable income for the period. The delerred tax charge or credit and the corresponding deterred tax
liabilities or assets are recognised using the tax rales Ihal have been enacted or substantiatly enacted by the balance sheet date. Deferred lax assets are recognised only 10 the extent Ihere is reasonable
certainly that Ihe assets can be realised in futulll; however, where there is unabscrbed depreciation or carry forward of klsses, deferred taxassels are recognised only iflhere is avirtuat certainly 01 realisation
of such assets. Deterred tax assets are reviewed at each balance sheet date and is written-down or writtenup to rellect the amounl thai is reaoonablylvirtually certain (as the case may be) 10 be realised,
Minimum Alternale Tax
Minimum Altemate Tax (MAT) credil is recognised as an asset only when and 10 Ihe extenl there is convincing evidence Ihat the oompany will pay normal inoome tax during the specified period. tn Ihe year
in whien MAT credit beoomes eligible 10 be reoognlzed as an assel in accordance with the reoommendation contained in the Guidance Note issued by the Institute 01 Chartered AccounlanlS of India, the said
assel is created by way of a credit 10 Ihe Profit and Loss Accounl and shown as MAT Credit Entitlement The Compeny reviews the same at eaen bslance sheet date and wriles down the carrying amount of
MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that company pay normal income lax during the spectfied period,

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NOTES TO THE ACCOUNTS

F.

Forelgn Currency Converslons/Translallon

Transactions in foreign currency are recorded at Ihe exchenge tale prevailing onIor closely approximating 10 Ihe date of Iransactions. Monelary Assels and Liabililles are reslated al the rale prevailing althe
peliod end Or allhe spol rale at the inceptiOn of forward conlract where forward cover for specific asse!JIiability has been taken and in respecl of such forward conlracls the difference between the conlracl
rale and Ihe spol rate at the incepllon of the forward conlracl is recognised as income or e)<pense in Prom &Loss Account over the life of the contract All olher outstanding forward contracts on lhe closing
date are marked to market and resullanl gain or loss is recognised as income or expense in the Proll! and loss Account
The Company has opted for accounting the exchange differences arising on reporting of long tenn foreign currency monelary items in line with Companies (Accounting Standard) Amendment Rules 2009 on
Accounting Standard 11 (AS'il) - "The ENects of Changes in Foreign Exchange Rates" notified by the Ministry of Co!pOrate Mairo on 31st March. 2009 . Accordingly !he effeclof exchange differences as
updated on reporting date, on foreign currency borrOwings including FCCBs 01 the Company is adjusted to cost 01 fixed assets to the extenl it relates to utilisaliOn 01 funds for acquisition of depreciable cap~al
assets and the balance is accumulated in Foreign Currency Monetary Item Translation Difference Account (FCMtTDA) and amortised during the balance peliod 01 such long telll1liability but not later than
31st March, 2011,

G.

ProviSions, Contingent Llebility and Contingent Assets

Too Company recognises a provision when !here is a present obligation as aresult of a past event that probably requires an outflow of resouroes and a reliable estimate can be mada 01 the amount of the
obligation. Adisclosure tor a contingent liability is mede when tOOre is a possible obligetiOn or a present obligation Ihat may, but probably will not require an outllow of resource. Contingent Assels are not
recognisedldisclosed. Provisions, Contingenl Liabilities and Contingenl Assets are reviewed at each Balance Sheet Date.

H.

Research 11< Development

Revenue expenditure on Research aed Developmenl is included under the natural heads of expenditure.
Capital expenditure on Research aed Development (R&D) is capitalised as fixed assets. Development cost including regulatory cost and legal expenses leeding to Market AulhorisatiOn relating to the new
and improved product andlor process development is recognised as an inlangible assel to Ihe extent thai it is expected thai such asset will generale future economic benefits. Other Research & Developmenl
cost is expensed as incurred.
.
Employee Benefits
Short term employee benefit and conlribution to defined contribution pians e.g. recognised provident fund, employee stale insurance and superannuation scheme are recognized as expense on accruat
at the undiscounted amount in the profil &loss account
Graluity and leave encashmenl which are defined benefits are recognised in Ihe profil end loss account based on actuarial valualion using projected unit credit melhod as at balance sheal dafe by an
indspendenl aclUary, Actuarial gains and losses arising from Ihe experience adjustment and change in actuarial assumption are immediateiy recognized in the Profit and loss account as income or
expense. The gratuity liability for certain employees of one of the units of the company is funded with Life insurance Corporation of India.

J.

BorrOwing Cost
.Borrowing cosl includes ancillary cosL Borrowing cost alllibutable to acqu;siUons and construct;on of qualifying assels are capilalized as apart of Ihe cost of such assets uplo the date as mentioned in Note
No. B(a)(i) above. Other borrowing costs are charged as expenses in the year in which they arise.

K.

Revenue Recognition
Revenue from sale of products is recognised when the significant risks and rewards of ownership of the products have been Iransferred to the buyer, recovery of Ihe consideration is probable and the amount
of revenue can be measured reliably. Revenues include excise duty and are shown nel of sales lax and value added lax (except excise duty) if any.
Revenue from fixed-price conlracts are recorded on aproportional completion basis. Refundable lees are deferred and recognized as revenue in Ihe pariod in which all contractual obligations are met and the
contingency is resolved.
Royalty revenue is recognized on an accrual basis in accordance with contractual agreements when all significant contractual obligations have been satisfied, Ihe amounts are determinable and collection is
reasonably assured,
Dividend income is recognized when the unconditional right to receive the income is eslablished. Income from interest on deposits, loans and inlerest bearing securities is recognized on time proportionate
method,

Any sales for which the Company has acted as an agent IWhout assuming Ihe riSKS and rewards of ownership have been reported on a net basis.

Export incentives! benefits are accounted for on accrual basis and as per the principles given under Accounting Standerd 9(AS-9) on "Revenue Recognition", notilied by 100 Central Govemment 01 India

L.

M.

Miscellaneous Expenditure I Amortisation

(i)

Payments under Voluntary Retirement Scheme are amortised over a period of thirty six monthe commencing from the month in which payment I tiability arise.

(ii)

FCCB end shere issue expense~premium payabte on redemption of FCCBs are adjusled against securities premium account.

Segment Reporting
The accounting policies adopted for segment rsporting are in line with accounting pOlicies of the Company. Revenues, Expenses, Assets aed Liabilities have bean identified to segments on the basis of their
relationship to operating aclivities of the segments (laking in account the nature of products and seNices and risks & rewards associated with them) and intemal management information systems and Ihe
same is reviewed Irom time to time 10 realign the same 10 conform to the Business Units of the Company. Revenues. Expenses, Assets and Liabilities, which are common to the enterprise as a whole and are
not allocable to segments on a reasonable basis, have been trealed as "Common Revenues!ExpensesiAssetslLiabilities", as lhe case may be.

N.

earning Per share

The basic earnings per share is calculated by dividing Ihe net profit after tax for the year by Ihe weighted average number of equily shares outstanding during Ihe year. For the pu!p05e of calculating diluted
eamlngs pel shere, nel profU after tax during the year and Ihe weighled average number of shares outstanding during the year are adjusted for the effect of all dilulive polential equity shares. The dilulive
potential equity shares are deemed converted as of Ihe beginning ot the year unless they have been issued at a laler date. The ditutive potential equity sheres are adjusted for the proceada receivable had
the shares been actually issued at fair value (I.e. average markel vatue of the oulstanding shares)

O.

Impairment of Fixed Assels

The Company assesses at each Balance Sheet date whether Ihere is any indication that an asset may be impaired. If any such indication exists. the Company eslimates the recoverable amount of Ihe asset
If such recoverable amounl 01 the asset or Ihe recoverable amount ot the cash generating unit to which the assels belongs is less than the carrying amounl, Ihe carrying amount is reduced 10 its recoverable
amount The reduclion is treated as an impairmenlloss and is recognised in the Profit and Loss Account II at the Balance Sheet date there is an indication thet previously assessed impairment loss no longer
exists, Ihe recoverable amount is reassessed and the asset is rellected at Ihe recoverable amount

P.

Employee Slock Option Schemes

I" accordance with Ihe Securities and Exchange Board of India Guidelines, in respect ollhe stock options granled pursuant to Ihe Company's SIock Option Scheme, Ihe intrinsic value. if any, of Ihe oplion
being the excess of the market price. of share <Ner lhe exercise price of the option, at the dale of grant of option, is Ireated as discounl and accounted as employee compensation cosl and amortised on a
straightline basis over the vesting period.

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NOTES TO THE ACCOUNTS

2.

Scheme of Amalgamation &Demerger:

a)

These accounls have been prepared laking into account the effect 01 Part C01 Seclions I. II &; III of Ihe proposed Scheme of Amalgamation & Demerger between the 100Iowing companies:
Jubilant Organosys Limited (JOl) engaged in the business of providing lifesciences products & services;
Speciality Molecules Limlled (SMl) engaged in the business 01 manufacluring primarily pyridine derivatives and awholly owned subsidiary of JOl;
Pace MaIketing Specialities limiled (PMSl) engaged in contract manufacturing of adhesives and epoxy pulty for JOl; and
Jubilanllndustries limited (Jll) 10 be engaged in Ihe business of agnproduCls and pertormance polymers and a wholly owned subsidiary of JOL;
and their respeClive shareholders and creditors (hereinafter relerred 10 as "the'Scheme")
and the accounts will be effecllve only after necessary approvals have been received from Ihe Hon'bte High Court 01 Allahabad, Ultar Pradesh and after alilormalities required to effect the Scheme
have been complied with.

b)

Pursuant to the Scheme 01 referred to above, SMl & PMSl will amalgamate with JOL wllh effecl from Ihe Amalgamation Appointed Date I.e close of business on 3tst March, 2010. Pursuant to Ihe merger
of SMl & PMSL with JOL, the "business undertakings" (as defined hereinafter) 01 JOl will be demerged into JIL as althe Demerger Appoinled Dale I.e commencement of business on lsi April 2010.

"Business Undertaking" means, collectivety, (~ agri products division, consisting 01 a) single super phosphate and b) agm chemical for crop products; (ii) petformance polymer division, consisting 01 a)
lood polymer (Solid PVA), b) VP Latex and SBR Lalex, c) consumer products and d) applica/ion polymer products and (iii) IMFL division, 01 the Transleror Company (collectively, the "Business Undertak
ing,").
c)
d)

In accordance with Ihe Scheme and pursuanlto Ihe demerger of Ihe Business Undertakings to Jll, Jil will Issue 7,964,056 Equity share of Rs 101 each to the shareholders of JOL in the proportion of One
Equity share 01 As. 10 each fully paid up for every Twenty Equity share 01 Rs. 1 each fully paid up held by them In JOL.
The effect of damerger under the Scheme will result illihe decrease in assels and liabilities in the accounts 01 the Company as follows:
Decrease in:
Particulars

Amount IRs. In million)

Fixed Assets

1012.7
4.2

Investments
Invenlones

1,293.6

! Sundry Debtors

574.6

Cash & Bank Balances

1,507.4

; loans & AdVances

196.7

Current Liabililies

927.2

Provisions

52.1

Secured loans

970.9

Delerred Tax Liability (Ne!)

97.1

TOTAL

2.541.9

Settled as follows:
Particulars

Amount (Rs.ln million)

Decrease in Cepital Reserve

25.4

Decrease in Securilies Premium Nc

864.3

Decrease in General Aeserve

3.

635.4

Decrease In Surplus in Prolit & Loss Nc

1.016.8

TOTAL

2.541.9

Capital Commitments
Estimated amount of Contracts remaining to be executed on Capilal Account (Net of Advances) Rs. 1,200.56 million (PreDemerger RS.1276,91 million [Advances As. 114.87 million (PreDemerger Rs.115.78
million].

4.

Contingent lIab!llties
a)

(Rs. in million)

Claims/DemandS in respect of which proceedings or eppeals are pending and ai'll nol acknowledged as debts on account 01:
As al 1st April, 2010
(PosI.Demerger)
Cenlral Excise
Customs

! Sales Tax
Income Tax
; Service Tax
I

b)

Others

As al 31st March, 2010

(Pre-Demerger)

31.59

32,27

7,47

40.69

7,45

48.82

189.05

189.05

34.62

34.62

88.40

144.31

The Company has challenged the levy of transport lee by State of Maharashlra on consumption of rectilied spirit and molasses in the Nira factory. The order of State imposing the levy was stayed by the
Hon'ble Mumbai High Court on 22nd Oclober, 2001. The Company has been advised that the levy of transport fee on reclified spirit and molasses by State is not tenable, However, the Company has deposited
fl. 6.2U million under protesl out ollhe lotal transport fee of Rs. 133]4 million.
,c

c)

Outstanding guarantees fumished by Banks on behalf of the Companylby the Company including in respect of Letters 01 Credits Is Rs 21 t 0.35 million (PreDemerger Rs,2607.52 million)

d)

The Company has given Corporate Guarantee on behalf of its subsidiarles, HSL Holdings Inc. & Draxis spacialty Pharmaceulicals Inc, to ICICI Bank UK, PlC. & ICICI Bank, Canada lor USD 50 million (el
laclive guarantee as al31st MarCh, 2010 USD 31.25 million) and USD 50.21 million respeclivety (total effective guarantee equivalent to Rs. 3,657.59 million), 10 secure financial facility granted by them.

e)

Exports obligation undertaken by the Company under EPCG scheme to be completed over aperiod of five/eight years on account of import 01 Capital Goods at concessional import duty remaining outstanding
is Rs. 429,39 million (PreDemerger As.434,05 million), Similarly Export obligation under Advance License SchemelDFIA scheme on duty tree Import 01 specifIC raw materials, remaining outstanding is As.
922.78 million (PreDemerger As.I,01!,82 million).

The Company has challenged the increase in denaturing lee by the Stale of Uttar Pradesh w.e'! 1st April ,2004 on denaluring of rectified spiril in the Gajraula faclory before the Hon'ble Allahabad High Court
and the writ peUlion has been admitted by the court, The Company has deposiled As 19.11 million under protesl which is shown as deposits.

g)

Zila Panchayal at J.P, Nagar (in respacl 01 the Company's Gajraula plant) served a nolice demanding acompensation of Rs. 277.40 million allegedly lor, percolation 01 poisonous waler stored in lagoons and
flOWing through the land of Zila Panchayat resulling In loss of crops and cattle 01 the farmers and for puning poisonous fly ash on national highway which caused foss to the health and damages to eyes and

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NOTES TOTHE ACCOUNTS

District Magistrale issued a recovery certificate along with 10% collection charges inflating !he demand 10 Rs, 305,14 million, In the opinion of !he Company, the Zila Panchayat has no jurisdiction in raising
this demand, The demand was challenged in Hon'ble Allahabad High Court and !he court stayed the demand titl lurther orders,
h)

5,

The Company has challenged the levy of license fees of Rs, 2,87 million by State 01 Uttar Pradesh, for grant of PD2 license for manulaclure of Ethyl Alcohol lor industrial use, before the Hon'bla Allahabad
High Court, The writ patition has been admiHed and is being lisled for linal hearing, Though the amount has been deposited and shown as such, no provision againstthis has been made as the issue is covered
by the earlier favorable judgment of the Hon'ble Supreme Court of India,

The Hon'ble Supreme Court has quashed the levy of license fee by Slate 01 Uttar Pradesh on captive consumption of denatured spirit in the Gajraula factory, and has ordered the refund of the fee paid during the
period of dispute subject to condition that the amount has not been collected from the Company's customers, Further the Court has directed Ille State to Investigate whether lhe Company has collected the disputed
fee from its customers to the extent bank guarantees were furnished,
The Company is entitled to a refund of Rs, 84,06 million as the amount paid during the period of dispute or secured by bank guarantees was oot collected from its customers, Accordingly !he Company has ap
proached the Stale of Uttar Pradesh for the refund of !he said amount

6,

The deferred lax is net of amounl recoverable Irom the Employees Welfare Trust lowards the tal< chargeable on !he income of trust on which Ille tal< is payable by Ille company,

7,

Amount of Proposed Dividend includes dividend distribution tal< of Rs,52.74 million. This dividend distribution tax has been calculated considering lhe reduction in surcharge rate Irom existing 10",1, to 7,5% by !he
Finance Bill, 2010,

8,

toans to Subsidiary Companies repayable on demand, including interest accrued thereon, namely, Jubilant Biosys Ltd, - Rs, 1,361.80 million (Pre-Demerger Rs, 1,361,60 million),

9,

Maximum balance outstanding, dUling!he year, recoverable lrom following Companies In which DirAlctors are inlerested, Jubilanl Enpro Pvt, Ltd, - Rs, 1,69 million (PreDemerger Rs,l ,89 million), Jubilant Oil & Gas
Pvt lIn - R< ?n? milli~n (PfP.-flem9Ig91 R~,2.62 millilln) .nd B 80M Hot Brud! Pvt, Ltd, - Ri, om million (Pro.Demerger R0,07 million), Howovor, thoro aro no outotanding againot thoeo oompanioo ao at 310t
March,2010.

10, Micro and Small Business Entitles

There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as al31st March, 2010, The information as required 10 be disclosed under !he Micro,
Small and Medium Enterprises Developmenl Act, 2006 (MSMED) has been determined to the extent such parties have been identified on the basis of Inlonmalion available with fhe Company,
(Rs, in million)
Principal amounl payable to suppliers -as allst April,2010 (Post-Demerger)
-as at 31st March,2010(Pre--Demerger)

19,12
(22.71)

Amounl of interest paid by Ille Company in terms of section 16 01 the MSMED, aiong.wnh the amount 01 fhe payment made to the supplier bayond the appointed day during the
accounting year
due and payable for the period of delay in making payment (which have been paid bUf beyond the appOinted day during the year) but without adding Ille
MSMED,
and remaining unpaid af fhe end of lhe accounting year
11. The Company allolled 11,237,517 Nos of Equity Share of Rs 1each af apremium 01 Rs 343,50 to Qualified Institutional Buyers (QIB) on 31 st March 2010, The enlire proceeds olthe issue amounting to Rs 3,871 ,33
million were lying in Escrow Accounfs al 31st March, 2010,
12,

Foreign Currency Convertible Bonds (FeeB)

(A) 1,5 % FeCB USD 35 million (FeeB 2009)
The Company issued 1,5% Foreign Currency Convertible Bonds due 2009 (FCCB 2009) aggregating USD 35 million. in Ihe year 200405, The Bonds wem convertible al any lime between 14th June,
2004 and 15th April, 2009 by holders inlo fully paid equity shares of Re,1 each of the Company or Global Deposilal)l Shares ("GDSs") each represenling one equity share al an inifial conversion price of
Rs, 163,646 per share wilh afixed rale of exchange on conversion of Rs, 44,805 ~ USD1. The Bonds could also be redeemed, in whole bul not in part, af the option oMhe Company at any time on or after 14th
May, 2007, subject to satisfaction of certain conditions. Untess p!eviously converted, redeemed or purchased and cancelled, Ihe Bonds were to be redeemed on 15th May, 2009 at 113.70% 01 their principal
amount. The FCCBs were listed on Singapore Stoek Exchange. The GDSs arising out of conversion of FCCBs are lisled on Luxembourg Slock Exchange, Oul of these FceB 2009, USD 34.70 million were
converted upto 31st March, 2009 into equity shares and this rspresents 9,500,521 shams of Re,l each as on 31st March, 2009, The balance bonds of USD 0,30 million outstanding as of 31st March, 2009 were
redeemed during Ihe year. The proceeds were ulifised for funding new p!ojects& expanSion of existing unils - Rs, 795,4 million (USD 17,1 million), investment in/acquisition of overseas subsidiary companies
Rs, 722.0 million (USD16,6 million) and issue expenses - Rs, 5O.7 million (USD 1.1 million),
(B) Feee - USD 75 million (FeeB 2010)
The Company issued, Zero Coupon Foreign Currency Convertible Bonds due 2010 (FCCB 2010) ror an aggregate value of USD 75 million, convertible at any time between 3rd July, 2005 to 14th May, 2010
by holders into fully paid equity shares of Re,1 each of the Company or Globat Deposilary Shares (GDSs) each representing one equity share of Re, 1each al an Initial conversion price of Rs.273.0648 per
share wifh a lixed rale 01 exchange of Rs,43,36 ~ USD 1, The conversion price is subjecl to adjustment in certain circumstances, The BondS may also be redeemed, in whole bul nol in part, at fhe oplion of
Ihe Company at any time on or after 23rd May, 2008, subject to satislaction of certain condilions, Unless previously converted, redeemed or purchased and cancelled, Ihe Bonds will be redeemed on 24th
May, 2010 at 138,383% of their principal amount. The FCCSs am listed on Singapore Stock Exchange, The GDSs arising oul of conversion 01 FCCB. are listed on Luxembourg Stock Exchange, Oul of Ihese
FCCB 2010, USD 22,343 million were converted upto 31st March 2006 into equity shares and Ihis represents 3,547,022 shares of Re,l each as on 31st March, 2009 and USD 3 million Bonds were bought
back at a discount and were cancelled upto 31st March, 2009, The balance bonds of USD 49,657 million outslandlng as of 31s1 March, 2010 are included under'Unsecured Loans',
The oulslanding balance of FCCB 2010 USD 49,657 million, on conversion would resuil in allolmenl of 7,883,231 equity shares of Re. 1each,
The proceeds of FCCB 2010 have baen used for funding new projects & expansicn of existing units - As, 1,364,1 million (USD 32,2 million), investmenl in/acquisition of overseas subsidiary companies
Rl;,1,827,9 million (USD 41,0 million), issue expenses- As,78,Q million (USD 1.8 million),
(e) Feee -

uso 200 milflon (FeeB 2011)

The Company issued Zero Coupon Foreign Currency Convertible Bonds due 201 t {FCCB 2011) lor an aggregale value 01 USD 200 million, convertible at any time between 30th June, 2006 to 10th May, 2011
by holders inlo fully paid equity shares of Re,1 each of the Company or Global Depositary Shares (GDSs) each representing one equity share at an initial conversion price of Rs,413.4498 per share willl a
fixed rale 01 exchange of Rs,45.05 ~ USD 1, The conversion price is subjecl to adjustment in certain circumstances, The Bonds may also be redeemed, in whole but not in part, at Ille option of fhe Company
at any time on or after 19th May, 2009. subject to safisfaction of certain conditions. Unless previously converted, redeemed or purchased and cancelled, Ille Bonds will be redeemed on 20lh May, 2011 at
142,429% ollheir prinCipal amount. The FeCBs are lisled on Singapore Sfock Exchange, The GDSs arising out 01 conversion of FCCBs are listed on Luxembourg Stock Exchange, Oul 01 fhase FCCB 2011,
USD 57,90 million Bonds were bought backal a discount and cancelled upto 31st March, 2009, The balance bonds of USD 142,10 million oulslanding as of 31st March, 2010 are included under 'Unsecured
Loans',
The outstanding balance 01 FCCB 2011 USD 142,10 million, on conVersion would resull in allolment of 15,483,391 equity shares of Re, 1each.
The proceeds of FCCB 2011 have been uSed for funding new projects -Rs,13,5 million (USD 0,30 million), inveslment in/acquiSitions of overseas subsidiary companies - Rs.8,873.0 million (USD 196.96
million) and issue expenses - As. 123.4 million (USD 2,74 million). There has been no conversion during the yeer in respect of the above FCCBs.
13. Employee Stock Option Scheme
In ternis of approval of shareholders accorded at the AGM held on 29th AuguSI, 2005 and in accordance wilh SEBI (ESOP &ESPS) Guidetines, 1999, the Company instiluted Jubilant Employees Stock Option Plan,
2005 ("Plan") for specitied categones of employees and directors of the Company and ils Subsidiaries, Under fhe Plan as amended, uplo t,1 00,000 Stock Oplions can be Issued 10 eligible directors (other Ihan
promoter directors) and other specified catagories of employees of Ille Company/ Subsidiaries, The options are 10 be granted at marnet price, As per SEBI Guidelines, the marnet price is taken as the closing pnce
On the day preceding the date of grant 01 options, on the stock exchange where the trading volume is the highesl,
In respect 01 options granted prior to the scheme being effective, upon vesting, shall enfille the holder to acqUire flve equity shares of Ae, 1each and shares 01 JIL in proportion of Ihe ratio mentioned in the scheme
Amatgamation and Demerger, The Options granted uplo 281h August 2009 will vest enfirely wifhin two years lrom Ihe grant date, with certain lockin prOVisions, The Options granted after 281h August 2009 will vest
gradually over aperiod of 5 years from the grant date, willlout any lockin provisions,

,.;-:::

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NOTES TO THE ACCOUNTS

SummaI)' of Vesting & Lock in provisions is given below:
Vesting Schedule (Without Lock in) Applicable lor Grants made after 28th August 2009

Vesting Schedule (With Lock in) Applicable lor Grants made upto 28th August 2009
S.No

% 01 Options scheduled to vest

Vesting Date

Lock-in Period

% 01 Options scheduled to vest

Vesting Date

Lock-In Period

1.

10

1year from grant date

Nil

10

1 year from grant date

Nit

2.

15

2 years from grant date

Nit

15

2 years from grant date

Nit

3.

20

2 years from grant date

I year Irom vesting date

20

3 years from grant date

Nit

4.

25

2 years from grant date

2 year from vesting date

25

4 years from grant date

Nit

5.

30

2 years from grant date

3year from vesting date

30

5 years from grant date

Nit

The Company has constituted a Compensation CommiHee complising of a majolity of independent directors. This CommiHee is empowered to administer the Scheme.
tn 2008-09. Jubilant Employees Welfare Trust was constituted for the purpose of aCljuisition of equity shares of the Company from the Secondal)' market or subscliption of shares from the Company, to hold the
shares and to allocateltransfer these shares to eligible employees of the Company from time to time on the terms and conditions specified under the Plan. The members autholised grant of loan(s) from time to time
to the Trust in one or more tranches, upto Rs.l,OOO million either free of interest or at interest agreed between the Board and the Trust. The outstanding loan to the trust as at 31st March 2010 is Rs 423.2t million.
Till date, the Trust has purchased 5,371,747 equity shares of the Company from the open market, out of interest free loan provided by the Company, out of which 736,405 shares were transferred to the employees
on exercise of ESOPS duling the year.
335,368 Stock options were outstanding as at 31st March, 2010 with the employees of JOL Post-demerger.
14. The Company's significant operating lease arrangements are in respect of premises (residential, offices, godown etc.). These leasing arrangements, which are cancelable, range between 11 months and 3 years
generally and are usually renewable by mutual agreeable tenns. The aggregate lease rentals payable are charged a:s expenses.
15. (A)

IRs. in million]

Deferred Tax Assets and Liabilities are aHributable to the following items:
As at 1st April, 2010
(Post-Demerger)

As at 31st March, 2010

(Pre-Demerger)

116.96

117.37

DeferredT"x Assets
Provision for Leave Encashment and Gratuity
Amount disallowed u/s 43 B

10.43

10.43

Accumulated Losses as per Tax Laws

97.57

103.21

15.68

15.68

240.64

246.69

1,804.38

1,907.56

Others

Delerred Tax liabilities

Accelerated Depreciation/Amortisation

397.85

397.85

2,202.23

2,305.41

1,961.59

2,058.72

Difference in value of CWIP/lntangibles

Deferred Tax liabilities (Net)

(B) The profit aHributable to the operations under the (EOU) Export Oriented Units Scheme are deductible from taxable income for the year ended 2009-10 and accordingly income from EOU setup at Nanjangud,
Mysore , at Bhartiagram, Jyotiba Phoolay Nagar (Gajraula), Unar Pradesh and at Ambernath, Maharashtra have been considered as tax deductible, and provision for tax is made accordingly.
16. Disclosure required by Accounting Standard 29 (AS-29) "Provisions, Contingent Liabilities and Contingent Assets"
(Rs. in million)

Movement In Provisions:
Sr.No.

Particulars of disclosure

Class of Provisions
Excise Duty

Premium on redemption
of FCCBs

Balance - as at 1st Aplil, 2010 -(Post-Demerger)

41.38

2,835.33

- as at 31st March,2010 (Pre-Demerger)

(62.17)

(2,835,33)

Provision for excise duty represents the excise duty on closing stock of finished goods.
17. The Company uses delivative financial instruments such as lorward contracts and currency swaps to setectively hedge its currency exposures, firm commitments and highty probabte forecast transactions, denomi
nated in USD and EURO. Usually, the forward contracts mature within two years. The Company atso enters into interest rate swaps to selectively hedge its interest rate exposures. The Company actively manages
its currencylinterest rate exposures through a centralised treasul)' setup and uses delivatives to mitigate the risk Irom such exposures.
No derivative transactions are entered into for any speculative purpose.

The information on derivative instruments is as foHows:

Derivative instruments outstanding:
Buy/Sell

Amount (foreign currency in millions)

As at 1st April, 2010
(Post-Demerger)

As at 31st March, 2010

(Pre-Demerger)

Foreign Exchange Contracts

-USD/INR

Sold

USD 31.33

USD 32.12

-USD/INR

Bought

USD 18.33

USD 19.79

USD 25.00

USD 25.00

USD 65.00

USD 65.00

Currency Swaps
- Loans of JPY 2,537.50 million swapped into USD
tnterest Rate Swaps
- Loans swapped from floating six month USD UBOR to fixed USD interest rate

,,:;~

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NOTES TQ THE ACCOUNTS

ii)

Foreign currency exposure not hedged by derivative Instrument:

Amount (foreign currency In millions)
As at 1st April, 2010
(Post-Demerger)
Amount receivable on account of sale of goods &services.

Amount payable on account of purchase ?f goods & services, loans, FCCBs, etc.

~unt

outstanding as deposits with Banks

As at 31st March, 2010

(Pre-Demerger)

USD 11.05

USD 11.61

EUR04.35

EUR04.96

GBP 0.04

GBP 0.04

USD 334.56

USD 341.27

JPY 0.09

JPY 0.09

USD2.65

USD 2.65

16. Employee Benefits has been calculated as under:

(A) Defined Contribution Plans

a)

Provident Fund

b)

Superannuation Fund

(B) State Plans

a.

Employee State Insurance

b.

Employee's Pension Scheme 1995

(C) Defined Benefit Plans

a.

Gratuity

b.

Leave Encashment

The discount rate assumed is 6.30 % which is determined by reference to market yield at the Balance Sheet date on Govemment bonds. The estimates of future salary increases, considered in actuarial valuation,

take aCcount of inllation, seniority, promotion and other relevant faclors, such as supply and demand in the employment market.

Closing balances of the present value of the defined benefit obligation:

(Rs. in million)
Gratuity'
2010

Leave Encashment
2010

Present value of obligation -as at 1st April, 2010- (Post-Demerger)

191.36

103.07

- as at 31st March, 2010 (Pre-Demerger)

(224.76)

(116.06)

, Excluding for certain employees of Nanjangud Unit.

(Rs. in million)
Gratuity"
2010
Present value of obligation

19.42

- as at 1st April, 2010 (Post-Demerger)

(19.42)

- as at 31st March, 2010 (Pre-Demerger)

Fair value of plan asset

-as at 1st April, 2Ql0 (Post-Demerger)

6.15

- as at 31st March, 201 0 (Pre-Demerger)

Funded Status excess of Actual over estimated

liabilities recognized in the Balance Sheet

(6.15)

(Post-Demerger)

0.20

(Pre-Demerger)

(0.20)
11.27

- as at 1st April, 2010 (Post-Demerger)

- as at 31st March, 2010 (Pre-Demerger)

(11.27)

.. In respect of certain employees of Nanjangud Unit.

19. Segment Reporting
Based on the guiding principles given in the Accounting Standard on 'Segment Reporting' (AS -17) : notilied by the Central Government of India, JOL' has identified Pharmaceuticals & life Sciences Products &
Services (PLSPS) as reportable segment. Post De-merger, the Company will identify its revised reportable segments (if required).
20. (A)

CAPACITIES, STOCKS, PRODUCTION AND TURNOVER (In Respect of JOLl-Post-Demerger

S.No.

CLASS OF GOODS

QUANTlTATtVE
DENOMINATION

CAPACITY'
INSTALLED

CLO~ING

Quantity"#

STOCK
Rs.ln million

. KBL

161,000

46

0.77

Organic Including Speciality Chemicals & its intermediates

M.T

644,613

13,559

512.46

3.

Dry & Aqueous Chofine Chloride & Ethyoxylates

M.T

20,261

247

10.46

4.

Feed Premixes

M.T

1,600

110

12.65

M.T

493

13

106.01

No in millions

691

16

9.39

1.

Alcohol

2.

5.

Active Pharma Ingredients (API)

6.

Tablets & Capsules

Under the Industrial Policy Statement dated July 24, 1991 and the notifications issued thereunder,no licensing is required for the Company's products.
#"

After effect of adjustments of shortage/excess/old obsolete inventory written off/provided for.

Notes:
a)

Closing Stock has been arrived at after considering Captive Consumptions.

b)

Installed capacities are as certified by the Management, being a technical matter and relied upon by the Auditors accordingly.

..,.,

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NOTES TO THE ACCOUNTS

(S) Particulars In respect o!Tradlng goods. (In Respect 01 JOLrPosHlemerger

(C)

Closing Stock

Denomination

Quantity

Faad Premixes

M.T

12

4.02

Active Pharma Ingredients (API)

M.T

5.16

CAPACITIES,STOCKS,PRODUCTION AND TURNOVER (In Respect of SMLrPostDemerger

S.No.

QUANTITATIVE

CAPACITY'

DENOMINATION

INSTALLED

Quantity##

M.T

1,960

87

CLASS OF GOODS

Organic Including Speciality Chemicals &its intermediates

1.
(D)

Rs. In million

CLOSING STOCK

I
I

Rs. in million

6.02

CAPACITIES. STOCKS. PRODUCTION ANDTURNOVER (In Respect of JOLrPre-Demerger

S.No.

CLASS OF GOODS

QUANTITATIVE

CAPACITY'

DENOMINATION

INSTALLED

Quantity##

CLOSING STOCK
Rs.inmillion

1.

Alcohol

KBl

161.000

48

0.77

2.

Organic Including Speciailly Chemicals &its intermediates

M.T

647,013

14,668

581.46

3.

Polymers Including Copolymers &VP Latex! SSR lalex

4.

Single Superphosphate

M.T

39,960

840

62.08

M.T

429,000

53,890

321.81

5.
6.

Sulphuric Acid

M.T

68,835

490

0.17

Ory & Acqueous Choline Chloride & Elhyoxylales

M.T

20,261

247

10.48

1,800

110

12.65

7.

Feed Premixes

M.T

8.

Ag" Chemicals

K..L

S.

Aclive Pharma Ingredients (API)

M.T

10.

Tablets &Capsules

11.

IMFl

493

165

1.75

13

106.01

No in millions

891

16

9.39

KBl

10,800

166

21.47

Undar the Induslrial Policy Statemenl dated July 24, 1991 and the notifications issued thereunder, no licensing is r"'luired for Ihe Company's products.
##

Aher eHeei of adjustments of shortage/excess/old obsolete Inventory wrinen o"/provided lor.

Notes:
a)

Closing Stock has been arrived at after conSidering Captive Consumptions.

b)

Installed capacities are as certified by the Management. being a technical maner and relied upon by Ihe Auditors accordingly.

c)

V.P. Latex / SSR Latex installed Capacily is on WetSasis.

IE)

Particulars in respect ofTtading goods. (In Respect of JOL)-Pre-Ilemerger

(F)

CAPACITIES, STOCKS, PRODUCTION AND TURNOVER (In Respect of SML)Pre-Demerger

(G)

CAPACITIES. STOCKS, PRODUCTION AND TURNOVER (In Respect of PMSlrPre-Demerger

Installed Capacily is taken on the basis 01365 working days as par tnple shiH basis.
21 A. Related Party Disclosures
I)

Related parties where control exlsls:

a)

Subsidiaries including SteJHIown subsidiaries:

PreDemerger: JUbilnnt Pharma Pie. Lid. Singapore, Draxlmage Ltd. Cyprus, Draximage lid. Ireland, Draximage llC. USA., DSPllnc. USA, Deprenyllnc. USA. Draxis Spacially Pharmaceuticals
Inc. Canada. 6963196 Canada Inc. Canada, 6981364 Canada Inc. Canada, DAHl llC. USA, DAHl Animal Health (UK) lid. UK., Draximage (UK) Lid. UK., ClinsysHoldings Inc. USA., ClinsysCllnical
Research, Inc. USA. Cadista Holdings Inc. USA. Cadista Pharmaceulicals Inc. USA., Colvanl Sciences Inc. USA., Cadlst. Pharmaceuticals (UK) Limited, UK., Jubilant Organosys Intemational Pte. lid.
Singapore, HSL Holdings Inc. USA. ,Holllster,Slier laboratones LlC. USA., Jubilant Organosys (ShangheQ Lid. China. ,Jubilanl Pharma N.V. Belgium., Jubilant Pharmaceuticals N.V. Belgium., PSI
Supply N.V. Belgium., Jubilant Organosys (USA) Inc. USA., Jubilanl Organosys (BVI) Ltd. BVI., Jubilant Blosys (BVI) Ltd. BVI., Jubilant Biosys (Singapore) Pte Ltd. Singapore. Jubilanl Blosys Ltd..
Jubilant Discovery Services Inc. USA.. Jubilanl Drug Development Pte. lid. Singapore. ,Jubilant Chemsys Ltd. Clinsys Clinical Research ltd., Jubilantlnfrastruclure Ltd., Jubilant First Trust Healthcare
ltd., Asia Heatlhcare Development lid.. Jubilant Innovation (BVI) Ltd., BVI.. Jubilant Innovation Pie. Ltd., Singapore. Draximage India lid, Jubilanllnduslries lid (Iormerly H~ech Shikshe Pv1. Ltd.),
Jubilant Innovation (tndia) ltd.. Jubilant Innovation (USA) Inc. USA.. Draxis Pharma Inc. USA. Draxis Pharma LLC. USA.

PostDemerge" Jubilant Pharma Pte. lid. Singapore, Draximage lid. Cyprus, Draximage Ltd. Ireland, Draximage llC. USA., DSPllnc. USA, Deprenyllnc. USA, Draxis Specialty Pharmaceuticals
Inc. Canada. 6963196 Canada Inc. Canada, 6981364 Canada Inc. Canada, DAHl llC. USA, DAHl Animal Health (UK) lIa. UK., Draximage (UK) lid. UK., Clinsys Holdings Inc. USA.. Clinsys Clinical

.'"

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NOTES TO THE ACCOUNTS

Research, Inc. USA. Cadisla HOldings Inc. USA.. Cadists Pharmaceuticals Inc. USA., C<JIvant Sciences Inc. USA., Cadista Phermaceuticals (UK) Um~ed, UK., Jubilant Organosys IntematiooaJ pt~. ltd.
SlngajJQre, HSl Holdings Inc. USA., Hollister-5tier Laboratories LLC. USA., Jubilant Organosys (ShanghaI) Ltd. China., Jubilant Phanna N.V. Belgium., Jubilant PhatmaceutJeals N.V. Belgium., PSI
Supply N.V. Belgium., Jubilant OrgallOSYS (USA) Inc. USA., Jubilant Organosys (BVI) Ltd. Bill., Jubilant Biosys (BVI) ltd. BVI., Jubilant Biosys (SlngajJQre) Pte lid. Singapore. , Jubi/anl Biosys Ltd.,.
Jubilant Disoovery Services tnc. USA., Jubilant Drug Developtoont pte. ltd. Sing8jJQre. ,Jubilant Chemsys Ltd., crl11Sys Clinical Research Ltd., Jubilant Infrastructure lid., Jubilant FirstTrust Healthcare
ltd., Asia Healthcare Development Ltd., Jubilant Innovalion (BYI) ltd., BVI., Jubilant Innovation pte. ltd., SingBjJQre. Draximage India ltd, Jubilant Innovation (Indm) lid., Jubilant Innovation (USA)
Inc. USA., Draxis Phanna 1!'Ie. USA.. Draxis Phenna LLC. USA
b)

other Entities:
Pre-Demerger: Draxis Phatma General Par1nership Canada, Draximage General Pal!nership Canada, Vanthys Phatma<::eUticals Development Pvt lid (5();5O Joint Venture)
Post-Demerger: Draxis Phal111a General Partnership Canada, Draxlmage General Pal!nership Canada, Vanthys Pharmaceu1icals Development Pvt Ltd (50:50 Joinl Venture)

II)

other Retaled parties WItI\ whom transactions have taken place during the year.
s)

Enterprise over which certaln Key Management Personnel have slgnllleant Inlluence:
Pre-Demerger: Jubilant Enpro Pvt. ltd., Jubilant Oil &Gas Pvt. lid., Jubilant Foodwoll<s ltd., Tower Promoters Pvt Ltd., Focus Brands Trading India Pvt. Ltd., B&M Hol Breads Pvt. lid.
Post-Demerger: Jubilant Enpro Pvt Ltd.. Jubilant 011 &Gas Pvt lid., Jubilant FoodwOrt<S Ltd., Tower Promoters Pvt LId., Focus Brands Trading India Pvt. Ltd., B &M Hot Breads Pvt ltd,

b)

Key Management ~rsoonel:

Pre-Demerger: Mr. Shyam.S.Bharua, Mr. Hari.S.Bhartia , Mr.S. N. Singh', Mr. Shyamsundar Bang, Dr. J. M. Khanna, Mr. R. Sankaraiah, Mr, PralOOd Yadav, Mr. Rajash Srivastava, Mr. Ananda
Mukherjee.
, ErnpI()yed for part of the year
Posl-Oemerger: Mr. Shyem.S.Bharlia, Mr. Hari.S.Bharua , Mr.S. N. Singh', Mr. Shyamsundar Bang, Dr. J. M. Khanna, Mr. R. Sankaraiah, Mr. Pramod Yadav, Mr. Rajesh Srivastava.
, ErnplQyed lor pal! of the year

c)

Relatives 01 Key Management ~monnel:

Pre-Demerger: Ms. Asha Khanna (wife of Dr. J. M. Khanna), Ms. Shobha Bang (wife of Mr. ShyamsUndar Bang)

Po$t-Oemerger. Ms. Asha Khanna (wHe 01 Dr. J. M. Khanna), Ms. Shobha Bang (wile of Mr. Shyamsundar Bang)

II)

others:
Pre-Demerger: Vam Employees Provident Fund Trust, Jubilant EmPloyees Welfare Trust, Jubilant Bhartla Foundation, Vam Officers Superannuation Fund, Amruchand & Mangaldas & Suresh A.

Shrofl&Co.

Po$t-Demerger: Yam ErnpI()yees Provident Fund Trust, Jubilant Employees Welfare Trust, Jubilant Bhertia Foundation, Vam Offkers Superannuation Fund, Amarchand & Mangaldas & Suresh A.

ShroH &Co.

III),

Transactions with related parties as III 1st April. 201 0:

Partlcula...

(Rs. in million)

Enterprise over which

certain Key Managen\Gnt
Personnel have significant

Subsldleries

Oth;m

Key Mgml f>ersonnel &

Re!atIve$

Influence

IInterCorporate
!hereon)

Depos~s Outstanding Oncluding Interest accrued

Outstanding Receivables (other Ulan lCD's)

Outsta:lding Payables

Financial Guarantees on heMIl of subsidiaries/step down subsidiaries

and outslarl(j;ng at end 01 year.

1,361.80
(1,361.80)
1,116.82

21.00

25.00

423.21

(1.132.41)

(21.00)

(25.00)

(423.21)

76.04

6.83

(76.04)

(6.83)

3,657.59
(3,657.59)

Note:
~)

Figures in () indICates in respecl of PreDemerger

21 B, Promoter Group
Group companies

The Company Is con~oIled by Mr.Shyam SBharuaiMr. Hari SBhartia group ('the promoter group'), being agroup as defined In !he Monopolies and Restrictive Trade Practices AcI, 1969.
The persons cons1iMing !he promoter groop include indIViduals and corporate bodies wro'which jointly exercise, and are ill a jJQSiIion to exercise, control over the Company. The names of these individuals and
bodies COfPOrale are Mr. Shyam SBhartia, Mr. Hari SBhertia, Mrs. Shobhana Bhartia, Mrs. !(avita 8h8rtia, Mr.Priyavrat Bhartia, Mr.Shamtt Bhartia, Ms. Aashti Bhertia, Master A~un S Bhartie, Mrs. Namrata Bhartia,
Master Agastya Bllartia, Best Luck Vanljya Private ltd., Enpro EJrports Private ltd., JayleePrivate lid., Jubilanl Enpro Private Lid., Jubilanl Securities Private lid., Jubilanl Capital Private ltd., Rance Inves1ment
HOldings Ltd.. Cumin Investments Lid., Torino Overseas lid., Vam Holdings Ltd., Nlldta Resources Private lid., Jubilant Oil & Gas Pvt. lid Enpro Oil Pvt Ltd, Tower Promoters Pvt ltd, U C Gas &Engineering lid.,
Asia Infrastructure Development Co Pvt Ltd, Western Drilling Contractors Pvt LId, Jubilant Realty Pvt. lid, Jubilant Properties Pvt. Ltd., Indian Country Homes Pvt. ltd., Jubilant Ell. PVentures Pvt. lid. Jubilant
Retail Pvt. Ltd., Jubilanl Retail Holding Pvt. ltd., Jubilant Motors Pvt. ltd., Jubilant Retail Consolidated Pvt. lid.. B&M Hot Breads Pvt.Ud.

In terms 01 our review r9jJQrt of even date attached.

For I(. N. Gutgutta & Co,
Chartered Accountants

B,R.Goyal
Par1ner
Membership No. 12t72
Nolda
Dale: 8th July,2010

Hart S. Bhartla
Co-Chairman &Managing Director

--

-------~-...:.....----------------- ..
DATED THIS 8th DAY OF NOVEMBER, 2010
(BY THE COURn

Sd/-
REGISTRAR GENERAL
8.11.10