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Dishman Carbogen Amcis Limited Information Memorandum

DISHMAN CARBOGEN AMCIS LIMITED

CIN: U74900GJ2007PLC051338 (Formerly Carbogen Amcis (India) Limited)

Our Company was originally incorporated as Carbogen Amcis (India) Limited on July 17, 2007 under the Companies Act, 1956 with the Registrar of Companies, Gujarat. Pursuant to the Scheme of Arrangement and Amalgamation sanctioned by the Hon’ble High Court of Gujarat at Ahmedabad vide its order dated December 16, 2016, the name was changed to Dishman Carbogen Amcis Limited vide a fresh Certificate of Incorporation dated 27th March, 2017 issued by the aforesaid Registrar of Companies.

Registered Office : Bhadr-Raj Chambers, Swastik Cross Roads, Navrangpura, Ahmedabad, Gujarat – 380 009

Contact Person: : Ms. Shrima Gaurangbhai Dave Contact No : 079-2644 3053 Fax No : 079-2642 0198 Website : http://www.dishmangroup.com Email : [email protected] Our Promoters : Mr Janmejay R. Vyas, Mrs Deohooti J. Vyas, Mr Arpit J.

Vyas and Bhadra Raj Holding Private Limited INFORMATION MEMORANDUM FOR LISTING OF 16,13,94,272 EQUITY SHARES OF INR 2 EACH FULLY PAID-UP, ISSUED BY DISHMAN CARBOGEN AMCIS LIMITED (“THE COMPANY” / “DCAL”) PURSUANT TO THE SCHEME OF ARRANGEMENT AND AMALGAMATION (“THE SCHEME”). NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THE INFORMATION MEMORANDUM.

GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors should not invest in the equity shares of the Company unless they can afford to take the risk of losing part or all of their investment. Investors are advised to read the Risk Factors given on page 10 of the Information Memorandum carefully before taking an investment decision in the equity shares of our Company. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved.

ABSOLUTE RESPONSIBILITY OF DCAL DCAL, having made all reasonable inquiries, accepts responsibility for and confirms that this Information Memorandum contains all information with regard to our Company, which is material in context of the issue of shares pursuant to the Scheme, that the information contained in this Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.


LISTING The equity shares of our Company are proposed to be listed on the National Stock Exchange of India Limited (“NSE”) and the BSE Limited (“BSE”). The Company has submitted the Information Memorandum with NSE & BSE and the same has been made available on our Company’s website viz. www.dishmangroup.com. The Information Memorandum would also be made available on the website of NSE (www.nseindia.com) and BSE (www.bseindia.com).

REGISTRAR AND SHARE TRANSFER AGENT Link Intime India Pvt. Ltd. 506-508, Amarnath Business Centre-1, (ABC-1), Besides Gala Business Centre, Near St. Xavier’s College Corner, Off C G Road , Ellisebridge, Ahmedabad - 380 006 Tel No: 079-26465179 Fax No: 079-26465179 Email: [email protected] Website: www.linkintime.co.in


TABLE OF CONTENTS

Particulars Page No.

SECTION I – GENERAL DEFINITIONS, ABBREVIATIONS & INDUSTRY RELATED TERMS 4 CURRENCY OF FINANCIAL PRESENTATION 8 USE OF MARKET DATA 8 FORWARD LOOKING STATEMENTS 9

SECTION II – RISK FACTORS

RISK FACTORS 10 SECTION III – INTRODUCTION

SUMMARY OF INDUSTRY AND BUSINESS 17 SUMMARY OF FINANCIAL STATEMENTS 19 GENERAL INFORMATION 23 CAPITAL STRUCTURE 27 SCHEME OF ARRANGEMENT AND AMALGAMATION 41 STATEMENT OF TAX BENEFITS 45

SECTION IV – ABOUT DISHMAN CARBOGEN AMCIS LIMITED

INDUSTRY OVERVIEW 56 BUSINESS OVERVIEW 63 HISTORY AND CERTAIN CORPORATE MATTERS 69 SUBSIDIARIES, STEP-DOWN SUBSIDIARIES AND JOINT VENTURES 72 OUR MANAGEMENT 84 OUR PROMOTERS 96 OUR PROMOTER GROUP 101 DIVIDEND POLICY 109

SECTION V – FINANCIAL INFORMATION

FINANCIAL INFORMATION 110

SECTION VI – LEGAL & OTHER INFORMATION OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS 125 GOVERNMENT AND OTHER APPROVALS 131

SECTION VII – REGULATORY & STATUTORY DISCLOSURES

REGULATORY AND STATUTORY DISCLOSURES 132 PROVISIONS OF THE ARTICLES OF ASSOCIATION 136

SECTION VIII – OTHER INFORMATION

DOCUMENTS FOR INSPECTION 160 DECLARATION 161

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SECTION - I

GENERAL

DEFINITIONS, ABBREVIATIONS & INDUSTRY RELATED TERMS

Unless the context otherwise indicates or implies, the following terms have the following meanings in this Information Memorandum and references to any statute or regulations or policies shall include amendments thereto, from time to time. Company Related Terms

Term Description “DCAL”, “the Company”, “our Company”, “we”, “us” or “our”

Unless the context otherwise requires, refers to, Dishman Carbogen Amcis Limited (formerly Carbogen Amcis (India) Limited), a public limited company incorporated under the Companies Act, 1956

Memorandum / Memorandum of Association / MOA

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

Articles / Articles of Association / AOA

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

Statutory Auditors / Auditors

The Joint Statutory Auditors of our Company, M/s V.D. Shukla & Co. and M/s Haribhakti & Co. LLP

Board of Directors / the Board / our Board

The Board of Directors of Dishman Carbogen Amcis Limited and includes its committees

Directors / our Directors

The Director(s) of Dishman Carbogen Amcis Limited, unless otherwise specified

Registered Office / our Registered Office

Registered Office of our Company is situated at Bhadr-Raj Chambers, Swastik Cross Roads, Navrangpura, Ahmedabad, Gujarat – 380 009

Conventional and General Terms / Abbreviations

Term Description

“Act” or “Companies Act”

Companies Act, 1956, as amended (without reference to the sections thereof that have ceased to have effect upon notification of sections of the Companies Act, 2013) (the “Companies Act, 1956”) read with the applicable provisions of the Companies Act, 2013, to the extent notified and in effect (the “Companies Act, 2013”)

Applicable Laws

Any statute, notification, bye-laws, rules, regulations, guidelines, common law, policy code, directives, ordinance, schemes, notices, orders or instructions, laws enacted or issued or sanctioned by any appropriate authority in India including any modifications or re-enactment thereof for the time being in force.

AS Accounting Standards as issued by the Institute of Chartered Accountants of India and notified by the Government.

BSE BSE Limited CDSL Central Depository Services (India) Limited Court or High Court Hon’ble High Court of Gujarat at Ahmedabad

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Term Description Depository Act The Depository Act, 1996, as amended from time to time

Depository/ Depositories

A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended from time to time, in this case being, NSDL and CDSL.

Depository Participant/ DP Depository Participant as defined under the Depositories Act, 1996

EPS Earning per equity share

Equity Shares Equity shares of our Company of face value of Rs.2 each, unless otherwise specified in the context thereof

Financial Year / Fiscal Year / FY

Financial period, twelve months ended 31st March, unless otherwise mentioned

HUF Hindu Undivided Family Indian GAAP Generally Accepted Accounting Policies in India Information Memorandum

This document dated 21st June, 2017 filed with BSE and NSE and referred to as the Information Memorandum

NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited PAN Permanent Account Number RBI Reserve Bank of India

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

SCRR Securities Contracts (Regulation) Rules, 1957 as amended from time to time

SEBI The Securities and Exchange Board of India constituted under the SEBI Act

SEBI (ICDR) Regulations

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009

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

Stock Exchange(s) Shall refer to NSE and BSE where the equity shares of our Company are proposed to be listed

Scheme of Arrangement and Amalgamation related terms

Term Description

1956 Act Companies Act, 1956 and the rules and regulations made thereunder, and includes any alterations, modifications, amendments made thereto.

2013 Act Companies Act, 2013 and the rules and regulations made thereunder, and includes any alterations, modifications, amendments made thereto and/or any re-enactment thereof.

Amalgamated Company 1

Dishman Pharmaceuticals and Chemicals Limited remaining after the Slump Sale of ETP Undertaking (as defined hereinafter)

Amalgamated Company 2

“Amalgamated Company 2” or “Transferee Company” means the erstwhile Carbogen Amcis (India) Limited.

Amalgamating Companies

“Amalgamating Companies” means collectively Amalgamating Company 1 (as defined hereinafter) and Amalgamating Company 2 (as defined hereinafter).

Amalgamating Dishman Care Limited

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Term Description Company 1

Amalgamating Company 2

Dishman Pharmaceuticals and Chemicals Limited remaining after the Slump Sale of ETP Undertaking and the amalgamation of Dishman Care Limited into and with it.

Amalgamating Company

Amalgamating Company shall mean any one of Amalgamating Company 1 or Amalgamating Company 2, as the context requires.

Amalgamation

Amalgamation of Amalgamating Company 1 with Amalgamated Company 1 and Amalgamating Company 2 with Amalgamated Company 2 in accordance with Section 2(1B) of the Income Tax Act, 1961, in terms of Chapter 3 and 4 of the Scheme respectively.

Appointed Date January 1, 2015

Audit Committee Audit Committee means the audit committee of Dishman Pharmaceuticals and Chemicals Ltd., as constituted from time to time

Board of Directors or Board

“Board of Directors” or “Board” in relation to each of the Companies, as the case may be, means the board of directors of such company

Effective Date

Such date as the Companies mutually agree being a date on the last of the dates or post the last of the dates on which all the conditions and matters referred to in clause 5.0 of Chapter 5 of the Scheme occur or have been fulfilled or waived in accordance with this Scheme. The effective date of the Scheme is 17th March, 2017.

ETP Undertaking

Transferor Company's undertaking, business, activities and operations pertaining to its Water Treatment Systems - Effluent Treatment Plants ("ETP") for treatment of Low COD (Chemical Oxygen Demand) waste at Bavla, ETP for treatment of High COD waste at Bavla (termed as Zero Discharge System) and ETP for treatment of Low COD waste at Naroda.

High Court

High Court of Judicature at Gujarat having jurisdiction in relation to the Companies and shall include the National Company Law Tribunal, as applicable or such other forum or authority as may be vested with any of the powers of a High Court under the 1956 Act or the 2013 Act, as applicable

Income Tax Act Income Tax Act, 1961, including any statutory modifications, re-enactments or amendments thereof for the time being in force

Liabilities

All debts and liabilities, both present and future comprised in the ETP Undertaking and Undertaking, whether or not provided in the books of accounts or disclosed in the balance sheet of the Transferor Company and Amalgamating Companies, including all secured and unsecured debts, liabilities (including deferred tax liabilities, contingent liabilities), duties and obligations (including under any licenses or permits or schemes of every kind) and undertakings of the Transferor Company and Amalgamating Companies of every kind, nature and description whatsoever and howsoever arising, raised or incurred or utilised for its business activities and operations along with any charge, Encumbrance

Record Date Date after the Effective Date to be fixed by the Board of Directors of the Amalgamated Company 2 and the Amalgamating Company 2 for the purpose of determining the equity shareholders of the

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Term Description Amalgamating Company 2, as applicable, to whom equity shares of the Amalgamated Company 2 will be allotted pursuant to this Scheme. Record Date fixed at 31st May, 2017.

Registrar of Companies Registrar of Companies, Gujarat

Slump Sale

Transfer of ETP Undertaking of the Transferor Company (as defined hereinafter) to the Transferee Company as a going concern and “as-is where-is” basis for a lump sum consideration, without values being assigned to the individual assets and liabilities, in terms of Chapter 2 of the Scheme

Stock Exchanges BSE and NSE Transferor Company Dishman Pharmaceuticals and Chemicals Ltd. Industry / Business Related Terms

Term Description

ANSM French National Agency for Medicines and Health Products Safety (Agence nationale de sécurité du médicament et des produits de santé)

API Active Pharmaceutical Ingredient required for the formulation of dosage form of medicines

CEP European Pharmacopoeia - Certificate of Suitability CM/CR Contract Manufacturing/Contract Research CMO Contract Manufacturing Organization CR Contract Research CRM Contract Research Manufacturing CRO Contract Research Organization DCS Drum Containment System DMF Drug Master File DNA Deoxyribo Nucleic Acid FDA Food and Drug Administration FDI Foreign Direct Investment GMP Good Manufacturing Practices IPRs Intellectual Property Rights ISO International Organization for Standardization KFDA Korea Food and Drug Administration MFDS Ministry of Food and Drug Safety OHSAS Occupational Health and Safety Assessment Series QUATs Quaternary Ammonium Compounds R&D Research & Development TGA Therapeutic Goods Administration US/USA United States / United States of America US-FDA Food and Drug Administration, United States of America WHO World Health Organization WOSs Wholly Owned Subsidiaries

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CURRENCY OF FINANCIAL PRESENTATION

In the Information Memorandum, the terms “we”, “us”, “our”, “the Company”, “our Company”, “DCAL”, unless the context otherwise indicates or implies, refers to Dishman Carbogen Amcis Limited (formerly Carbogen Amcis (India) Limited (“CAIL”)). In the Information Memorandum, unless the context otherwise requires, all references to one gender also refers to another gender and the word “Lac / Lakh” means “one hundred thousand”, the word “million” (“mn”) means “ten lac / lakh”, the word “Crore” (“Cr”) means “ten million” and the word “billion” (“bn”) means “one hundred crore”. In the Information Memorandum, any discrepancies in any table between total and the sum of the amounts listed are due to rounding-off. Throughout the Information Memorandum, unless otherwise stated, all figures have been expressed in full. Unless indicated otherwise, the financial data in the Information Memorandum is derived from our financial statements prepared in accordance with Indian GAAP and included in the Information Memorandum. There are significant differences between Indian GAAP and GAAP applicable in other countries; accordingly, the degree to which the Indian GAAP financial statements included in the Information Memorandum will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting practice and Indian GAAP. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in the Information Memorandum should accordingly be limited. We have not attempted to explain those differences or quantify their impact on the financial data included herein, and we urge you to consult your own advisors regarding such differences and their impact on our financial data. For additional definitions used in the Information Memorandum, see the sub-section titled “Definitions Abbreviations and Industry Related Terms” under Section “General” on page 4 of the Information Memorandum. In the sub-section titled “Provisions of the Articles of Association” under section “Regulatory & Statutory Disclosures” on page 136, defined terms have the meaning given to such terms in the Articles of Association of our Company.

USE OF MARKET DATA

Unless stated otherwise, market data used throughout the Information Memorandum was obtained from internal Company reports, data, websites and industry publications. Industry publication data and website data generally state that the information contained therein has been obtained from sources believed to be reliable, but that their accuracy and completeness and underlying assumptions are not guaranteed and their reliability cannot be assured. Although, we believe that market data used in this Information Memorandum is reliable, it has not been independently verified. Similarly, internal Company reports and data, while believed by us to be reliable, have not been verified by any independent source.

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FORWARD LOOKING STATEMENTS

We have included statements in the Information Memorandum which contain words or phrases such as “will”, “aim”, “is likely to result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are “forward-looking statements”. All forward looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from our expectations include but are not limited to: General economic and business conditions in the markets in which we operate and in the

local, regional and national economies as well as terms of international trade; Changes in domestic and foreign laws and regulations and taxes relating to the industry

in which we operate; Changes in laws and regulations in India; Increased competition in the industry; Our ability to successfully implement our strategy and our growth and expansion plans

and technological changes; Changes in political and social conditions in India or in countries that we may enter, the

monetary and interest rate policies of India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;

The performance of the financial markets in India and globally; and Any adverse outcome in the legal proceedings in which we are involved.

For a further discussion of factors that could cause our actual results to differ, please refer to the section titled “Risk Factors” and sub-section “Business Overview” under section “About Dishman Carbogen Amcis Limited” on pages 10 and 63 of the Information Memorandum respectively. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Neither we nor our Directors have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.

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SECTION II

RISK FACTORS

An investment in equity securities involves a high degree of risk. You should carefully consider all of the information in this Information Memorandum, including the risks and uncertainties described below, before making an investment in the equity shares. Any of the following risks could have a material adverse effect on our business, financial condition and results of operations and could cause the trading price of the equity shares to decline, which could result in the loss of all or part of your investment. The risks and uncertainties described in this section are not the only risks that we currently face. Additional risks and uncertainties not known to us or that we currently believe to be immaterial may also have an adverse effect on our business, results of operations and financial condition. The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors mentioned below. However, there are certain risk factors where the effect is not quantifiable and hence has not been disclosed in such risk factors. You should not invest in the equity shares unless you are prepared to accept the risk of losing all or part of your investment, and you should consult your tax, financial and legal advisors about the particular consequences to you of an investment in the equity shares. Internal Risk Factors 1. Any failure or delay in obtaining necessary regulatory approvals for sale of

products by the MNCs may adversely affect our future profitability. We are engaged in Contract Research and Contract Manufacturing for some of the Multinational Companies (“MNCs”) for their existing / new products. The Company’s strategy is to enter into long-term development and manufacturing contracts with MNCs for their products. Further, each country has its own regulatory authority which has jurisdiction in only a specified country/s and are independent authorities. Any failure or delay in obtaining necessary regulatory approvals by the MNCs for sale of these products may adversely affect our future profitability. It is a time consuming and costly process and may detract MNCs to change the suppliers as it would mean at least three to four years of time and high costs of modification of registration of new suppliers.

2. A majority portion of our revenue is derived from our relationships with MNCs. Any difficulty in sustaining relationships with MNCs in the future may affect the business that we can generate from these MNCs. Business is contracted with the MNCs after our manufacturing facility is inspected and qualified for GMP by the MNC customer and after they are satisfied that we do not violate intellectual property rights and will adhere to confidentiality in process and product. The products covered by this arrangement offer a high margin to the company. Any slowdown in purchases by these customers can affect results of operations.

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3. Any failure to keep abreast with the latest trends in the chemical and process technologies may adversely affect our technical competitiveness and ability to develop newer generation products.

The Company intends to keeps its technologies up to date with the latest trends. However, any bottleneck faced in scaling up such technologies or achieving desired yield could significantly affect results of operations. Since the Company develops and manufactures complex to produce APIs, it is utmost necessary that it is able to have the right technological knowhow at all times, failing which it may not be able to sustain its technical competitiveness and thus not able to develop and produce niche new chemical entities.

4. Our failure to attract and retain skilled manpower could adversely affect our

growth strategy. Our sustained growth depends on our ability to attract and retain skilled chemists and scientists, as research and development is a key component of our business model. Our success depends partly upon our senior management and key personnel and our ability to attract and retain them. If we are not able to recruit and retain skilled manpower, we may not be able to get contracts for developing new chemical compounds from the innovators. This may adversely impact our API business.

5. Contingent Liabilities not provided for by us as on March 31, 2017 are as given below. These contingent liabilities are in the normal course of business. To the extent these contingent liabilities become our actual liabilities, these will adversely affect our results of operations and financial condition in future.

(INR in Crs)

Sr. No. Particulars

As at 31 March,

2017 1. Labour law claims against the Company not acknowledged as debt 0.12

2.

Guarantees:

(i) Outstanding guarantees furnished to the bank in respect of wholly owned subsidiaries and a joint venture companies

(ii) Outstanding guarantees furnished to the bank in respect of former subsidiaries and a joint venture company

262.48

100.70

3. Disputed central excise duty (including service tax) liability 4.07

4. Disputed income tax liability for various assessment years for which appeals are pending with Appellate authorities, out of the said amount, the Company has paid Rs. 42.88 crores under protest.

159.47

5. Disputed sales tax and central sales tax liability 4.34 6. Bills discounted with banks 29.88

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6. Volatility in prices of raw materials/solvents consumed may adversely affect profitability. The prices of the raw materials/ solvents consumed by us are susceptible to volatility. A majority of these raw materials are basic chemicals, the demand for which is not dependent on demand by us or the pharmaceutical industry. The other industries, which are generally much bigger consumers of such chemicals, tend to determine the market prices of such basic chemicals. Such volatility may adversely affect our profitability.

7. Employee turnover of key R&D personnel may affect our business and may

provide threat of competition to us. We are engaged in a knowledge driven business. Hence, higher than usual attrition in our work force can affect our performance and also entail additional cost.

8. Failure to comply with USFDA Guidelines may adversely affect our future turnover / profitability. Under the terms of our contracts with our customers, several units in our Bavla and Naroda factories was to be built in compliance with the regulations set out by the US FDA in the Code of Federal Regulations, USA. Our facilities in India, Switzerland and Netherlands are approved by the USFDA and other regulatory authorities. However, any failure to continuously comply with USFDA guidelines may adversely affect our future turnover and profitability.

9. We supply our products to regulated markets, where, the third party risks on

product liability and public liability are high. A very high proportion of our exports is supplied to customers in the regulated markets. The third party risks in these markets are extremely high and any major quality issues could result in product and public liability cases, which may impact the revenues and profitability of the Company.

10. Our revenues are dependent on a small number of clients. The loss of any one of

our major clients, a decrease in the volume of work as supplied by us or a decrease in the price at which we offer our services to them may adversely impact our revenues and profitability. The top ten customers constitute approximately 35% of the consolidated revenue of the Company. Thus, any decrease in volume or reduction in sales prices of the products supplied to these customers may adversely impact the revenues and related profitability.

11. Our revenues are highly dependent on clients located in Europe and the United States. The company also exports in the Middle East, Asia Pacific and Japan. Economic slowdowns and other factors that affect the economic health of Europe, the United States, Middle East, Asia Pacific and / or Japan may affect our business. The Company has approximately 50% of revenues coming from Europe and 45% export revenues coming from USA. Any slowdown in the economy of these regions

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may adversely impact the funding of research and development projects for new chemical entities and thus may impact the development pipeline of the Company.

12. If we improperly handle any of the dangerous materials used in our business resulting in accidents, we could face significant liabilities that would lower our profits. We handle explosive and combustible materials. If handled incorrectly or subjected to unsuitable conditions then such materials could harm our employees, other persons and the environment and cause damage to our properties.

13. We are defendants in certain legal proceedings, incidental to our business and

operations, which if determined against us, could have a material adverse impact on our results of operations and financial condition. For details regarding the outstanding litigations against the Company, please refer to the sub-section titled “Outstanding Litigations and Material Developments” under section “Legal & Other Information” on page 125 of the Information Memorandum

External Risk Factors 1. We operate in a globally competitive business environment. Growing competition

may force us to reduce the prices of our products and services, which may reduce our revenues and margins and/or decrease our market share, either of which could have a materially adverse effect on our business, financial condition and results of operations. We are focusing on long-term contracts in regulated markets which have an agreed Pricing Formula. Further, through our R&D efforts we develop / modify the new / existing processes to improve yield / reduce costs. We have a strong relationship with our customers and most of our business is repeat business.

2. Any change in regulatory environment may have an impact on our business. Our operations are subject to extensive regulation by numerous governmental authorities including, authorities in India, in the European Union and the United States. We keep ourselves abreast of the various developments relating to the regulatory environment and gears ourselves in order to comply with such regulatory changes.

3. Any change in policies by the countries, in terms of tariff and non-tariff barriers, from which we import our raw materials and/or exports our products to, will have an impact on our profitability. Our exports and imports are spread over many countries. Further, majority of our raw materials are common products available from various countries. Hence, any change in their policies will have an impact on our profitability.

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4. Adverse fluctuation in prices of our imported raw materials We import a substantial amount of raw materials. Since the cost of these materials is mainly denominated in US Dollars, any adverse fluctuations with respect to the exchange rate is likely to affect our input costs.

5. Looking to the large exports, the Company is exposed to the foreign exchange

fluctuation risk. The Company has a robust hedging policy where it has entered into derivative contracts or taken borrowings in foreign currency to hedge its export sales. This helps the Company to minimize its foreign exchange risk.

6. Fluctuation in prices of our APIs

Prices of our APIs can fluctuate dramatically, depending on, amongst other factors, the number of producers, their production volumes and changes in demand in the principal drug markets. APIs have become a major component of our total income and may continue to grow as a percentage of our total income.

7. Failure to comply with environmental laws and regulations could result in litigation and our business may be adversely affected. We may incur substantial expense in complying with environmental laws and regulations. We are subject to significant national and state environmental laws and regulations, which govern the discharge, emission, storage, handling and disposal of a variety of substances that may be used in or result from our operations. Environmental laws and regulations in India have been increasing in stringency and it is possible that they will become significantly more stringent in the future.

8. The price of the equity shares may be volatile and you may be unable to resell your

equity shares at or above the price at which these are listed, or at all. Prior to this Information Memorandum, there has been no public market for the equity shares of our Company and an active trading market on the Stock Exchanges may not develop or be sustained after the listing. The trading price of the equity shares after the listing may be subject to significant fluctuations in response to, among other factors, variations in the Company's operating results, market conditions specific to the pharma industry in India, developments relating to India and volatility in the Stock Exchanges.

9. A slowdown in the economic growth in India or financial instability in Indian or global markets could materially and adversely affect our results of operations and financial condition. The Indian financial market and the Indian economy are influenced by economic and market conditions in other countries, particularly in Asian emerging market countries. Although economic conditions are different in each country, investors’ reactions to developments in one country can have adverse effects on the securities of companies in other countries, including India. A loss in investor confidence in the financial systems of

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other emerging markets may cause increased volatility in Indian financial markets and, indirectly, in the Indian economy in general. Any worldwide financial instability could also have a negative impact on the Indian economy. Financial disruptions may occur again and could harm our results of operations and financial condition. The performance, quality and growth of our business is dependent on the health of the overall Indian economy and there can be no assurance that the future fluctuations of the economic cycle will not have an adverse effect on our financial results and business prospects, as well as the price of our equity shares.

10. The extent and reliability of Indian infrastructure could adversely impact the Company's operations and financial condition. India's physical infrastructure is less developed than that of many developed nations. Any congestion or disruption with its port, rail and road networks, electricity grid, communication systems or any other public facility could disrupt the Company's normal business activity. Any deterioration of India's physical infrastructure would harm the national economy, disrupt the transportation of goods and supplies and add costs to doing business in India. These problems could interrupt the Company's business operations, which could have an adverse effect on its financial condition.

11. Political changes and instability in countries where we operate could adversely affect the Company`s business, financial condition and operations. The Government exercises influence over many aspects of the economy. Our business, market price and liquidity of our equity shares may be affected by interest rates, changes in Government policy, taxation, social and civil unrest and other political, economic or other developments in or affecting the countries in which we operate. There can be no assurance that the policies will be continued. A change in the Government in future may result in a significant change in the Government’s policies that may adversely affect the business and economic conditions and may also adversely affect our business, financial condition and results of operation.

12. Occurrence of natural disasters could adversely affect our results of operations and financial condition. The occurrence of natural disasters, including hurricanes, floods, earthquakes, tornadoes, fires, explosions, pandemic disease could adversely affect our results of business, results of operations and financial condition. It is possible that earthquakes, cyclones, floods or other natural disasters in India, particularly those that directly affect the areas in which our facilities and other operations are located, could result in substantial damage to our stores and other assets. We cannot assure prospective investors that such events will not occur in the future or that our business, results of operations and financial condition will not be adversely affected.

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13. Terrorist attacks and other acts of violence or war involving India and other countries where the Company sells its products could adversely affect our business. Terrorist attacks and other acts of violence or war, including those involving India, the United States, European Union, or other countries, may adversely affect Indian and worldwide financial markets. These acts may also result in a loss of business confidence and have other consequences that could adversely affect our business, results of operations and financial condition. More generally, any of these events could adversely affect fuel prices, cause consumer spending to decrease, cause increased volatility in the financial markets and have an adverse impact on the economies of India and other countries, including economic recession. Further, regional conflicts in South Asia could adversely affect the Indian economy, disrupt our operations and cause our business to suffer.

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SECTION – III

INTRODUCTION

SUMMARY OF INDUSTRY AND BUSINESS

You should read the following summary together with the risk factors and more detailed information about us and our financial results included elsewhere in this Information Memorandum. The information in this section is derived from various publicly available sources, government publications and other industry sources. This information has not been independently verified by us or respective legal or financial advisors, and no representation is made as to the accuracy of this information. Industry sources and publications generally state that the information contained therein has been obtained from sources generally believed to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured and accordingly, investment decisions should not be based on such information. Overview of the Indian Economy India has emerged as the fastest growing major economy in the world as per the Central Statistics Organisation (CSO) and International Monetary Fund (IMF). According to the Economic Survey 2016-17, the Indian economy should grow between 6.75% and 7.5% in FY 2017-18. According to IMF World Economic Outlook Update (January 2017), Indian economy is expected to grow at 7.2% during FY 2016-17 and further accelerate to 7.7% during FY 2017-18. According to The World Bank, the Indian economy will likely grow at 7 per cent in 2016-17, followed by further acceleration to 7.6 per cent in 2017-18 and 7.8 per cent in 2018-19. Demonetisation is expected to have a positive impact on the Indian economy, which will help foster a clean and digitised economy in the long run, according to Ms. Kristalina Georgieva, Chief Executive Officer, World Bank. (Source : www.ibef.org ) Overview of the Pharma Industry in India The Indian pharmaceuticals market is the third largest in terms of volume and thirteenth largest in terms of value, as per a report by Equity Master. India is the largest provider of generic drugs globally with the Indian generics accounting for 20% of global exports in terms of volume. Of late, consolidation has become an important characteristic of the Indian pharmaceutical market as the industry is highly fragmented. The Indian pharma industry, which is expected to grow over 15% per annum between 2015 and 2020, will outperform the global pharma industry, which is set to grow at an annual rate of 5% between the same period. The Indian government has taken many steps to reduce costs and bring down healthcare expenses. Speedy introduction of generic drugs into the market has remained in focus and is expected to benefit the Indian pharmaceutical companies. In addition, the thrust on rural health programmes, lifesaving drugs and preventive vaccines also augurs well for the pharmaceutical companies. (Source : www.ibef.org )

18

Summary of Our Business The Company is a research driven manufacturing company in the pharmaceutical sector with focus on synthetic chemistry. The Company is currently engaged in Contract Research and Manufacturing Services (“CRAMS”) and manufacture and supply of marketable molecules such as specialty chemicals, Generic APIs and Intermediates. It also manufactures Vitamin D and its analogues, cholesterol, lanolin related products and industrial disinfectants through its subsidiaries. It is the global outsourcing partner for the pharmaceutical industry offering a portfolio of development, scale-up and manufacturing services.

19

SUMMARY OF FINANCIAL STATEMENTS

The following summary of financial and operating information is derived from the financial statements of our Company for the period ended 31st March, 2017 in the section titled “Financial Information” on page 110 of the Information Memorandum. A. Statement of Standalone Financial Results of our Company

Part I : Statement of Standalone / Consolidated Results for Quarter and Year Ended 31-03-2017

(Rupees in Crores / in Ten Million)

Sr. No.

PARTICULARS For The Quarter ended

31-03-2017

For The Preceding Quarter ended

31-12-2016

For The Corresponding Quarter ended

31-03-2016

For The Year ended

31-03-2017

For The Corresponding 12

Months ended 31-03-2016

Unaudited Unaudited Unaudited Audited Audited1 Income From Operations

a) Net sales/income from operations 113.47 97.56 2.06 408.96 6.81 b) Other Operating Income 14.83 8.56 - 42.53 - Total Income from operations (net) 128.30 106.12 2.06 451.49 6.81

2 Other Income 37.55 1.97 0.04 70.80 0.31 3 Total Income 165.85 108.09 2.10 522.29 7.13 4 Expenses

a) Cost of materials consumed 36.72 32.52 - 139.41 - b) Purchase of stock-in-trade 4.47 8.61 - 13.14 - c) Changes in inventories of f inished goods, w ork-in-progress and stock-in-trade

7.40 (9.26) - (10.48) -

d) Employee benefits expense 15.33 17.63 - 66.76 - e) Finance costs 3.24 8.73 0.23 39.17 0.99 f) Depreciation and amortisation expense 34.08 34.09 135.85 - g) Other Expenditure 28.93 21.23 1.60 94.53 5.13 Total expenses 130.17 113.55 1.83 478.38 6.12

5 Profit / (Loss) before share of profit from associate & joint ventures ,exceptional items and Tax (3-4)

35.68 (5.46) 0.27 43.91 1.01

6 Share of Profit from associates and Joint Ventures - - - - - 7 Profit/(Loss) from ordinary activities after finance

costs but before exceptional items (5-6)35.68 (5.46) 0.27 43.91 1.01

8 Exceptional Items - - - - - 9 Profit/(Loss) before tax (7-8) 35.68 (5.46) 0.27 43.91 1.01 10 Tax expense 15.50 (1.93) 0.08 19.67 0.12

- Current Tax 5.65 1.24 0.05 9.58 0.19 - MAT Credit Entitlement (3.59) (1.24) 0.03 (7.51) (0.08) - Deferred tax 13.44 (1.93) - 17.60 -

11 Net Profit/(Loss) after tax (9-10) 20.18 (3.53) 0.19 24.24 0.89 12 Other Comprehensive Income (Net of Tax)

(A) Other Comprehensive Income / (expenses) not to be reclassif ied to profit or loss- (i) Re meaurement gains/ (Losses) on defined benefit plans (0.11) (0.15) - (0.57) - (ii) Income Tax effect 0.04 0.05 - 0.20 - (b) (i) Changes in fair value of FVTOCI equity instruments 0.90 0.79 - (0.84) -

(ii) Income tax relating to items that w ill not be reclassif ied to profit or loss

1.57 (0.61) - 1.34 -

(iii) Movement in Foreign currency translation reserve - - - - - (B) Other Comprehensive Income / (expenses) to be reclassif ied to profit or loss-

- - - - -

13 Total Comprehensive Income for the year (11+12) (Comprising Profit/ (Loss) and Other Comprehensive Income for the period)

22.58 (3.45) 0.19 24.38 0.89

14 Profit for the period attributable to :(a) Ow ners of the company - - - - - (b) Non Controlling Interest - - - - - Profit for the period - - - - -

15 Other Comprehensive Income for the period attributable to:(a) Ow ners of the company - - - - -

(b) Non Controlling Interest - - - - - Other Comprehensive Income - - - - -

16 Total Comprehensive Income for the period attributable to:(a) Ow ners of the company - - - - - (b) Non Controlling Interest - - - - - Total Comprehensive Income - - - - -

17 Earning per equity share (face value of Rs. 2/- eacha) Basic (not annualised for the quarter) 1.25 (0.22) 28.26 1.50 35.69 b) Diluted (not annualised for the quarter) 1.25 (0.22) 28.26 1.50 35.69

Standalone

20

B. Statement of Consolidated Financial Results of our Company

Part I : Statement of Standalone / Consolidated Results for Quarter and Year Ended 31-03-2017(Rupees in Crores / in Ten Million)

Sr. No.

PARTICULARS For The Quarter ended 31-03-2017


31-12-2016

For The Year ended 31-03-2017

Unaudited Unaudited Audited1 Income From Operations

a) Net sales/income from operations 487.10 356.47 1,633.86 b) Other Operating Income 47.12 5.60 79.83 Total Income from operations (net) 534.22 362.07 1,713.69

2 Other Income 3.82 15.53 26.13 3 Total Income 538.04 377.60 1,739.82 4 Expenses

a) Cost of materials consumed 69.12 142.69 316.44 b) Purchase of stock-in-trade 15.62 - 13.14 c) Changes in inventories of f inished goods, w ork-in-progress and stock-in-trade

32.66 (74.29) (0.28)

d) Employee benefits expense 177.12 130.88 596.02 e) Finance costs 10.14 13.39 49.01 f ) Depreciation and amortisation expense 56.99 51.36 213.50 g) Other Expenditure 93.01 67.05 335.02 Total expenses 454.65 331.09 1,522.85


83.39 46.52 216.97

6 Share of Profit from associates and Joint Ventures 0.52 0.37 0.89 7 Profit/(Loss) from ordinary activities after finance

costs but before exceptional items (5-6)82.87 46.15 216.08

8 Exceptional Items - - - 9 Profit/(Loss) before tax (7-8) 82.87 46.15 216.08

10 Tax expense 40.08 17.19 70.65 - Current Tax 22.69 15.78 55.40 - MAT Credit Entitlement (3.59) (1.24) (7.51) - Deferred tax 20.98 2.65 22.76

11 Net Profit/(Loss) after tax (9-10) 42.79 28.96 145.43 12 Other Comprehensive Income (Net of Tax)

(A) Other Comprehensive Income / (expenses) not to be reclassif ied to prof it or loss- (i) Re meaurement gains/ (Losses) on defined benef it plans 15.02 (0.15) 14.56 (ii) Income Tax ef fect 0.04 0.05 0.20 (b) (i) Changes in fair value of FVTOCI equity instruments 0.90 0.79 (0.84)

(ii) Income tax relating to items that w ill not be reclassified to prof it or loss

1.57 (0.61) 1.34

(iii) Movement in Foreign currency translation reserve (96.94) (75.52) (214.02) (B) Other Comprehensive Income / (expenses) to be reclassif ied to prof it or loss-

- - -


(36.62) (46.48) (53.32)

14 Profit for the period attributable to :(a) Ow ners of the company 42.79 28.96 145.43 (b) Non Controlling Interest - - - Profit for the period 42.79 28.96 145.43

15 Other Comprehensive Income for the period attributable to:(a) Ow ners of the company (79.41) (75.44) (198.75)

(b) Non Controlling Interest - - - Other Comprehensive Income (79.41) (75.44) (198.75)

16 Total Comprehensive Income for the period attributable to:(a) Ow ners of the company (36.62) (46.48) (53.32) (b) Non Controlling Interest - - - Total Comprehensive Income (36.62) (46.48) (53.32)

17 Earning per equity share (face value of Rs. 2/- eacha) Basic (not annualised for the quarter) 2.65 1.79 9.01 b) Diluted (not annualised for the quarter) 2.65 1.79 9.01

Consolidated

21

C. Segment wise Revenue, Result and Capital Employed (Rupees in Crores / in Ten Million)

Segment w ise Revenue, Result and Capital EmployedSr. No



31-12-2016


Unaudited Unaudited Audited

1 Segment Revenue(a) CRAMS 352.27 256.72 1,179.77 (b) Others 134.82 99.75 454.09 Total 487.10 356.47 1,633.86 Less: Inter-segment Revenue - - Net Sales /Income from Operation 487.10 356.47 1,633.86

2 Segment Results {Profit/(Loss) before tax and interest from each segment}

(a) CRAMS* 75.50 33.72 148.97

(b) Others* 14.20 10.66 61.30

Total 89.70 44.38 210.27 Less: i) Interest 10.14 13.39 49.01 ii) Other un-allocable expenditure net of f un-allocable income (3.82) (15.53) (55.71)

Total Profit/(Loss) Before Tax 83.39 46.52 216.97

* Includes Forex (Loss) / Gain

* For Segmental Captital Employed : Refer Note : 9

For and on behalf of the Board

Place: Ahmedabad Arpit VyasDate: 16th May, 2017 Managing Director and CFO

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D. Standalone and Consolidated Balance Sheet of our Company Part I : Statement of Standalone / Consolidated Results as at 31-03-2017

Balance Sheet as at 31st March, 2017(Rupees in Crores / in Ten Million)

Particulars CONSOLIDATED As at

31-03-2017 As at

31-03-2016 As at

31-03-2017 Audited Audited Audited

I ASSETS1 Non-current assets

a) Property, plant and equipment 797.71 - 1,343.36

b) Capital w ork-in-progress 29.20 - 121.53

c) Investment property 0.00 - 4.63

d) Goodw ill 1,127.84 - 3,455.15

e) Other Intangible assets 1.53 - 48.76

f ) Intangible assets under development 11.35 - 11.35

g) Financial Assets

i) Investments 2,593.82 - 39.59

ii) Trade receivables - - 0.00

ii) Loans 40.23 - 35.01

iii) Others 0.46 - 2.77

h) Deferred tax assets(net) - - 91.45

i) Other non-current assets 165.19 - 179.09

4,767.33 0.00 5,332.692 Current assets

a) Inventories 151.80 - 426.58

b) Financial Assets 0.00 - 0.00

i) Investments 167.37 - 0.00

ii) Trade receivables 71.18 - 285.55

iii) Cash and cash equivalents 29.86 0.58 58.61iv) Bank balances other than (iii) above 10.45 0.02 28.78v) Loans 35.27 - 95.82

vi) Others 55.80 10.81 145.35c) Current Tax Assets (Net) 72.94 - 15.33

d) Other current assets 174.86 0.71 204.72769.52 12.11 1,260.74

5,536.85 12.11 6,593.43

II EQUITY AND LIABILITIES1 EQUITY

(a) Share capital - 0.05 -

(b) Other equity (Refer Note No. 3) 4,770.74 0.28 4,813.984,770.74 0.33 4,813.98

2 Minority Interest - - -

3 LIABILITIESNon-current liabilities

a) Financial liabilitiesi) Borrow ings 144.62 8.98 460.12ii) Trade payables - - -

iii) Other financial liabilities - - -

b) Provisions 6.59 - 221.40

c) Deferred tax liabilities (Net) 95.68 - 99.41

d) Other non-current liabilities 118.06 - 4.86

364.95 8.98 785.78Current liabilities

a) Financial liabilitiesi) Borrow ings 256.31 - 433.92

ii) Trade payables 58.14 - 85.64

iii) Other financial liabilities 50.59 - 117.13

b) Other current liabilities 34.86 2.64 291.10c) Provisions 1.26 0.15 19.00d) Current tax liabilities(Net) - - 46.88

401.16 2.80 993.67

5,536.85 12.11 6,593.43

STANDALONE

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GENERAL INFORMATION

Our Company was incorporated as Carbogen Amcis (India) Limited (“CAIL”) on July 17, 2007 under the provisions of the Companies Act, 1956 with the Registrar of Companies, Gujarat. The name of the Company was changed to Dishman Carbogen Amcis Limited (“DCAL”) vide Certificate of Incorporation dated 27th March, 2017 pursuant to the Scheme of Arrangement and Amalgamation (“Scheme”). The Corporate Identification Number (“CIN”) of our Company is U74900GJ2007PLC051338. Registered Office Bhadr-Raj Chambers, Swastik Cross Road, Navrangpura, Ahmedabad-380 009 Ph: 91-79-2644 3053, 2644 5807 Fax: 079-2642 0198 Registrar of Companies Registrar of Companies, Gujarat, ROC Bhavan, Opp. Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad – 380 013 Ph: 079-27437597 Board of Directors of our Company

Sr. No. Name & Designation Age DIN Designation

1. Mr. Janmejay R. Vyas 66 00004730 Chairman & Managing Director

2. Mrs. Deohooti J. Vyas 65 00004876 Whole Time Director 3. Mr. Arpit J. Vyas 30 01540057 Managing Director & CFO 4. Mr. Mark Griffiths 52 06981744 Director & Global CEO 5. Mr. Sanjay S. Majmudar 54 00091305 Independent Director 6. Mr. Ashok C. Gandhi 77 00022507 Independent Director 7. Mr. Subir Kumar Das 63 02237356 Independent Director 8. Mr. Rajendra S. Shah 69 00061922 Independent Director

For details of our Directors, refer to section titled “Our Management” on page 84 of the Information Memorandum. Other Details

Company Secretary & Compliance Officer

Ms. Shrima Gaurangbhai Dave 44/B Narayannagar Soc., Jai Bhikhkhu Marg, Paldi, Ahmedabad – 380007 Tel. No: 079-2644 3053 Fax No: 079-2642 0198 Email: [email protected]

24

Other Details

Chief Financial Officer

Mr. Arpit J. Vyas 39, Kaustubh House, Nr. Adesh Farm, Ambli Bopal Road, Ahmedabad-380058 Tel. No: 079-26445807 Fax No: 079-26420198 Email: [email protected]

Registrar and Share Transfer Agent

Link Intime India Pvt. Ltd. 506-508,Amarnath Business Centre-1, (ABC-1), Besides Gala Business Centre, Near St. Xavier’s College Corner, Off C G Road , Ellisebridge, Ahmedabad – 380 006 Tel. No: 079-26465179 Fax No: 079-26465179 Email: [email protected] Website: www.linkintime.co.in

Bankers to our Company

1. State Bank of India

Mr. Mritunjay Kumar (Relationship Manager), Overseas Branch, 1st floor, Iskon Elegance, Near Prahladnagar Cross Road, S.G. Highway, Ahmedabad - 380 015 Contact No - 7600041039 Email id - [email protected] Website - http://www.sbi.co.in

2. Bank of Baroda Mr. Amarnath Gupta (DGM), Corporate Financial Services Branch, 1st/2nd Floor, Bank Of Baroda Tower, Opp. Law Garden, Ahmedabad - 380 006. Contact No - 079-26473011-15, 26463920-22 Email id - [email protected] Website - www.bankofbaroda.co.in

3. Corporation Bank Mr. Rama Murthy Raghwendran (AGM), Corporate Banking branch, 1st Floor, Rangoli Complex, Nr. V.S. Hospital, Ashram Road, Ahmedabad – 380 006. Contact No - 079-26575321, 26584923, 26586477

25

Other Details Email id: [email protected] Website: www.corpbank.com

4. DBS Bank Ltd

Mr. Ashish Dokaniya ONGC Hazira, Surat Branch, 2nd Floor, Shree Ambica Auto, GIDC Bhatpore, Opp. ONGC Hazira, Surat - 394 510 Contact No.0261-6675400 Email id: [email protected] Website: www.dbs.com

5. Doha Bank

Ms. Soma Maniar, Mumbai Branch, Sakhar Bhavan, Ground Floor, Plot no 230, Block no III, Backbay Reclamation Nariman Point, Mumbai - 400 021, Contact No - 91-9819306677, 91-22-33941128 Email id: [email protected] Website: www.dohabank.qa

Joint Statutory Auditors to our Company

1. M/s V. D. Shukla & Co.

B-213, Gopal Palace, Nr. Shiromani Flats Opp. Ocean Park, Shivranjani-Nehrunagar Road, Nehrunagar,Ahmedabad – 380 015 Registration No: 110240W Tel No: 079-26740078 Email id: [email protected]

2. M/s Haribhakti & Co. LLP

701, Leela Business Park, Andheri Kurla Road, Andheri (E), Mumbai – 400059 Registration No: 103523W Tel No: 022-66729999 Email id: [email protected]

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Authority of Listing The Hon’ble High Court of Gujarat vide its Order dated December 16, 2016 (certified copy received by the Company on 2nd March, 2017) has approved the Scheme of Arrangement and Amalgamation between Dishman Pharmaceuticals and Chemicals Limited, Carbogen Amcis (India) Limited and Dishman Care Limited and their respective shareholders and creditors. For more details relating to the Scheme please refer to the sub-section titled “Scheme of Arrangement and Amalgamation” under section “Introduction” on page 41 of this Information Memorandum. In accordance with the said Scheme, the equity shares of our Company issued pursuant to the Scheme shall be listed and admitted to trading on NSE and BSE. Such listing and admission for trading is not automatic and is subject to fulfilment by the Company of the criteria of NSE and BSE and also subject to such other terms and conditions as may be prescribed by NSE and BSE at the time of application by our Company seeking listing. Our Company has received in-principle approval for listing of shares from NSE and BSE vide their letters dated 14th July, 2017 and 20th July, 2017 respectively. Eligibility Criterion There being no Initial public offering or rights issue, the eligibility criteria in terms of Chapter III of SEBI (ICDR) Regulations, 2009 do not become applicable; however, SEBI vide its circular CIR/CFD/CMD/16/2015 dated November 30, 2015 has subject to certain conditions permitted unlisted issuer companies to make an application for relaxing from the strict enforcement of Rule 19 (2) (b) of SCRR, as amended. Our Company has submitted its Information Memorandum, containing information about itself, making disclosure in line with the disclosure requirement for public issues as applicable to NSE and BSE for making the said Information Memorandum available to public through websites viz. www.nseindia.com and www.bseindia.com. Our Company has made the said Information Memorandum available on its website www.dishmangroup.com. Our Company will publish an advertisement in the newspapers containing its details in line with the details required as per the above mentioned circular. The advertisement will draw specific reference to the availability of this Information Memorandum on its website. Prohibition by SEBI The Company, its directors, its promoter, other companies promoted by the promoter and companies with which the Company’s directors are associated as director have not been prohibited from accessing the capital market under any order or direction passed by SEBI. General Disclaimer from the Company The Company accepts no responsibility for statements made otherwise than in the Information Memorandum or in the advertisements published in terms of SEBI Circular CIR/CFD/CMD/16/2015 dated November 30, 2015 or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her own risk. All information shall be made available by the Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner.

27

CAPITAL STRUCTURE

A. The Capital Structure of our Company - Pre Scheme:

Particulars Aggregate Nominal Value (INR)

Authorised Share Capital 50,00,000 equity shares of INR 2 each. 1,00,00,000

Issued, Subscribed and Fully Paid up Share Capital 2,50,000 equity shares of INR 2 each 5,00,000

Note: The entire subscribed Share Capital was held by the Holding company, erstwhile Dishman Pharmaceuticals and Chemicals Limited and its nominees. Pursuant to the Scheme becoming effective and issue of shares by the Company, the aforesaid shares stood cancelled.

B. The Capital Structure of our Company – Post Scheme:

Particulars Aggregate Nominal Value (INR)

Authorised Share Capital 17,02,50,000 equity shares of INR 2 each. 34,05,00,000

Issued, Subscribed and Fully Paid up Share Capital 16,13,94,272 equity shares of INR 2 each 32,27,88,544

Notes to Capital Structure:

1. Changes in Authorised Share Capital

The details of changes in authorised share capital of our Company since incorporation are as follows:-

Date Nature of Change

Particulars (INR)

Cumulative No. of Equity

Shares

Face Value (INR)

Authorised Share Capital

(INR) July 17,

2007 Incorporation 1,00,00,000 10,00,000 10 1,00,00,000 December 16, 2015 Sub-division 1,00,00,000 50,00,000 2 1,00,00,000

March 17, 2017

Increase pursuant to the Scheme

From 1,00,00,000 to 34,05,00,000

17,02,50,000 2 34,05,00,000

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2. Equity Share Capital History

Date of Allotment/Change

No. of Equity Shares

Cumulative No. of Equity

Shares

Face Value (INR)

Issue Price (INR)

Cumulative Paid up Capital (INR)

Cumulative Securities Premium Account

Nature of

Consideration

Category of Allottees

On Incorporat

ion 50,000 50,000 10 10 5,00,000 - Cash Subscribers to

MOA December 16, 2015 2,50,000 2,50,000 2 2 5,00,000 - NA

Sub-division of face value from INR 10 to INR 2

March 17, 2017 (2,50,000) - 2 2 - - -

Cancellation of existing Equity

shares pursuant to Scheme

June 6, 2017 16,13,94,272 16,13,94,272 2 298.03 32,27,88,544 47,77,72,11,456

Other than cash

Allotment pursuant to

Scheme Note: Details of the Scheme have been provided under sub-section titled “Scheme of Arrangement and Amalgamation” under section “Introduction” on page 41 of the Information Memorandum.


29

3. Shareholding Pattern of our Company before and after the Scheme: (a) The table below represents our shareholding pattern before the Effective Date:

Class eg: X Class eg: y Total

(I) (II) (III) (IV) (V) (VI) (VII) = (IV)+(V)+ (VI)

(VIII)As a % of (A+B+C2)

(X)

(XI)= (VII)+(X) As

a % of (A+B+C2)

(XIV)

(A) Promoter & Promoter Group 7 250000 0 0 250000 100.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0(B) Public 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0(C) Non Promoter - Non Public 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0.0000 0 0.0000 0

(C1) Shares Underlying DRs 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0(C2) Shares Held By Employee Trust 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

Total 7 250000 0 0 250000 100.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

No. of fully paid up equity

shares held

No. of Partly paid-up equity

shares held

No. of shares

underlying Depository

Receipts

Total nos. shares held

Table I - Summary Statement holding of specified securities

Category Category of shareholderNumber of sharehold

ers

Shareholding as a % of total no. of shares (calculated as

per SCRR, 1957)

Number of Voting Rights held in each class of securities

No. of Shares

Underlying Outstandi

ng convertibl

e securities (including Warrants)

(IX) (XII) (XIII)

Shareholding , as a % assuming

full conversion

of convertible securities (

as a percentage of diluted

share capital)

Number of equity shares

held in dematerialised

form

No of Voting Rights

Total as a % of (A+B+C) No. (a)

As a % of total Shares

held(b)

Number of Locked in shares

Number of Shares pledged or otherwise

encumbered

No. (a)As a % of total Shares held(b)


30

Class eg: X

Class eg: y

Total

(I) (II) (III) (IV) (V) (VI)(VII) =

(IV)+(V)+ (VI)

(VIII) As a % of

(A+B+C2)(X)

(XI)= (VII)+(X) As a % of (A+B+C2)

(XIV)

1 Indian

(a)Individuals / Hindu Undivided Family* 6 249500 0 0 249500 99.8000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0Janmejay Rajnikant Vyas AAGPV5002P 1 247000 0 0 247000 98.8000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0Arpit Janmejay Vyas ADSPV7509A 1 500 0 0 500 0.2000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0Deohooti Janmejay Vyas AAJPV5327Q 1 500 0 0 500 0.2000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0Aditi Janmejay Vyas ABIPV3964F 1 500 0 0 500 0.2000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0Sanjay S. Majmudar AAPPM5037Q 1 500 0 0 500 0.2000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0Saloni A. Vyas CAEPS4050C 1 500 0 0 500 0.2000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

(b)Central Government / State Government(s) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

(c) Financial Institutions / Banks 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0(d) Any Other (Specify) 1 500 0 0 500 0.2000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

Bodies Corporate 1 500 0 0 500 0.2000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0Dishman Pharmaceuticals and Chemicals Limited AAACD4164D 1 500 0 0 500 0.2000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0Sub Total (A)(1) 7 250000 0 0 250000 100.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

2 Foreign

(a)

Individuals (Non-Resident Individuals / Foreign Individuals) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

(b) Government 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0(c) Institutions 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0(d) Foreign Portfolio Investor 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0(e) Any Other (Specify) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

Sub Total (A)(2) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0Total Shareholding Of Promoter And Promoter Group (A)= (A)(1)+(A)(2) 7 250000 0 0 250000 100.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

*Company was a wholly owned subsidiary of erstwhile Dishman Pharmaceuticals and Chemicals Ltd. (DPCL) (beneficial owner), and members other than DPCL are only ostensible owner who do not hold the beneficial interest in the equity shares of the Company.

Number of equity shares held in dematerialised form

No of Voting Rights Total as a % of (A+B+C)

No. (a) As a % of total Shares held(b)

No. (a) As a % of total Shares held(b)

Number of Shares pledged or otherwise encumbered


(IX) (XII) (XIII)

Shareholding as a % of total no. of shares (calculated as per SCRR, 1957)


No. of Shares Underlying Outstanding convertible securities (includin

Shareholding , as a % assuming full conversion of convertible securities

Table II (I)(a)- Statement showing shareholding pattern of the Promoter and Promoter Group

Category Category & Name of shareholders

PAN Nos. of shareholders

No. of fully paid up equity shares held#

No. of Partly paid-up equity shares held

No. of shares underlying Depository Receipts



31



(VIII) As a % of (A+B+C2)

(X)

(XI)= (VII)+(X) As

a % of (A+B+C2)

(XIV)

1 Institutions(a) Mutual Fund 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0(b) Venture Capital Funds 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0(c) Alternate Investment Funds 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

(d) Foreign Venture Capital Investors 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0(e) Foreign Portfolio Investor 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0(f) Financial Institutions / Banks 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0(g) Insurance Companies 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0(h) Provident Funds/ Pension Funds 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0(i) Any Other (Specify) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

Foreign Institutional Investors 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0Sub Total (B)(1) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

2 Central Government/ State Government(s)/ President of IndiaSub Total (B)(2) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

3 Non-Institutions(a) Individuals 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

i. Individual shareholders holding nominal share capital up to Rs. 2 lakhs. 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs. 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

(b) NBFCs registered with RBI 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0(c) Employee Trusts 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

(d)Overseas Depositories(holding DRs) (balancing figure) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

(e) Any Other (Specify) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0Trusts 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

Independent Relatives Of Director 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0Foreign Nationals 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0Hindu Undivided Family 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

Non Resident Indians (Non Repat) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0Non Resident Indians (Repat) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0Independent Director 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0Clearing Member 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0Bodies Corporate 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0Sub Total (B)(3) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

Total Public Shareholding (B)= (B)(1)+(B)(2)+(B)(3) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

Table III - Statement showing shareholding pattern of the Public shareholder

Category Category & Name of shareholders PANNos. of

shareholders


shares held


shares held

No. of shares

underlying Depository

Receipts


(IX) (XII) (XIII)

Shareholding as a % of total no. of

shares (calculated

as per SCRR, 1957)


No. of Shares


ng convertibl



full conversion



share capital)



form

No of Voting Rights

Total as a % of (A+B+C) No. (a)

As a % of total

Shares held(b)

No. (a)As a % of

total Shares held(b)

Number of Shares pledged or otherwise encumbered



32




(X)

(XI)= (VII)+(X) As

a % of (A+B+C2)

(XIV)

1 Custodian/DR Holder 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

2 Employee Benefit Trust (under SEBI (Share based Employee Benefit) Regulations, 2014) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

Total Non-Promoter- Non Public Shareholding (C)= (C)(1)+(C)(2) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

Table IV - Statement showing shareholding pattern of the Non Promoter- Non Public shareholder

Category Category & Name of shareholders PANNos. of

shareholders


shares held


shares held

No. of shares underlying Depository

Receipts


(IX) (XII) (XIII)

Shareholding as a % of total no. of shares (calculated as

per SCRR, 1957)


No. of Shares


ng convertibl



full conversion

of convertibl

e securities (

as a percentag

e of diluted share

capital)



form

No of Voting Rights

Total as a % of (A+B+C)

No. (a)

As a % of total

Shares held(b)

No. (a)

As a % of total

Shares held(b)

Number of Shares pledged or otherwise encumberedNumber of Locked in shares


33

(b) The tables below present our shareholding pattern after allotment pursuant to the Scheme (as on 6th June 2017)

(A) Promoter & Promoter Group 6 99096898 0 0 99096898 61.4005 99096898 0 99096898 61.4005 0 61.4005 0 0.0000 0 0.0000 99096898(B) Public 58329 62297374 0 0 62297374 38.5995 62297374 0 62297374 38.5995 0 38.5995 0 0.0000 NA NA 62296271(C) Non Promoter - Non Public 0 0 0 0.0000 NA NA

(C1) Shares Underlying DRs 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0(C2) Shares Held By Employee Trust 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0

Total 58335 161394272 0 0 161394272 100.0000 161394272 0 161394272 100.0000 0 100.0000 0 0.0000 0 0.0000 161393169

Table I - Summary Statement holding of specified securities

Category Category of shareholderNos. of

shareholders

No. of fully paid up equity shares

held


shares held

No. of shares

underlying Depository Receipts


Shareholding as a % of

total no. of shares

(calculated as per SCRR,

1957)


No of Voting Rights


(X)

(XI)= (VII)+(X) As

a % of (A+B+C2)

(XII)


No. of Shares


ng convertibl



full conversion



share capital)


No. (a)

As a % of total

Shares held(b)

(XIII) (XIV)


encumbered

No. (a)

As a % of total

Shares held(b)



form

(I) (II) (III) (IV) (V) (VI)(VII) = (IV)+(V)+

(VI)(VIII) As a % of (A+B+C2)

(IX)


34

1 Indian(a) Individuals / Hindu Undivided Family 5 5000 0 0 5000 0.0031 5000 0 5000 0.0031 0 0.0031 0 0.0000 0 0.0000 5000

Aditi Janmejay Vyas ABIPV3964F 1 1000 0 0 1000 0.0006 1000 0 1000 0.0006 0 0.0006 0 0.0000 0 0.0000 1000Arpit Janmejay Vyas ADSPV7509A 1 1000 0 0 1000 0.0006 1000 0 1000 0.0006 0 0.0006 0 0.0000 0 0.0000 1000Deohooti Janmejay Vyas AAJPV5327Q 1 1000 0 0 1000 0.0006 1000 0 1000 0.0006 0 0.0006 0 0.0000 0 0.0000 1000Mansi Janmejay Vyas ACRPV5646C 1 1000 0 0 1000 0.0006 1000 0 1000 0.0006 0 0.0006 0 0.0000 0 0.0000 1000Vyas Janmejay R AAGPV5002P 1 1000 0 0 1000 0.0006 1000 0 1000 0.0006 0 0.0006 0 0.0000 0 0.0000 1000

(b) Central Government / State Government(s) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0(c) Financial Institutions / Banks 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0(d) Any Other (Specify) 1 99091898 0 0 99091898 61.3974 99091898 0 99091898 61.3974 0 61.3974 0 0.0000 0 0.0000 99091898

Bodies Corporate 1 99091898 0 0 99091898 61.3974 99091898 0 99091898 61.3974 0 61.3974 0 0.0000 0 0.0000 99091898Bhadra Raj Holdings Private Limited AAACB4748B 1 99091898 0 0 99091898 61.3974 99091898 0 99091898 61.3974 0 61.3974 0 0.0000 0 0.0000 99091898Sub Total (A)(1) 6 99096898 0 0 99096898 61.4005 99096898 0 99096898 61.4005 0 61.4005 0 0.0000 0 0.0000 99096898

2 Foreign(a) Individuals (Non-Resident Individuals / Foreign Individuals) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0(b) Government 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0(c) Institutions 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0(d) Foreign Portfolio Investor 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0(e) Any Other (Specify) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0

Sub Total (A)(2) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0Total Shareholding Of Promoter And Promoter Group (A)= (A)(1)+(A)(2) 6 99096898 0 0 99096898 61.4005 99096898 0 99096898 61.4005 0 61.4005 0 0.0000 0 0.0000 99096898

Table II - Statement showing shareholding pattern of the Promoter and Promoter Group

Category & Name of the shareholders PANNos. of

shareholders


shares held

Partly paid-up equity

shares held

No. of shares



Shareholding % calculated as per SCRR, 1957 As a % of (A+B+C2)


No of Voting Rights



No. of Shares


ng convertibl


Shareholding , as a %

assuming full conversion



share capital)


No. (a)As a % of

total Shares held(b)


encumbered

No. (a)

As a % of total

Shares held(b)


held in dematerialise

d form



(IX) (X)(XI)= (VII)+(X)

As a % of (A+B+C2)

(XII) (XIII) (XIV)


35

1 Institutions(a) Mutual Fund 33 16349107 0 0 16349107 10.1299 16349107 0 16349107 10.1299 0 10.1299 0 0.0000 NA NA 16349107

L AND T MUTUAL FUND TRUSTEE LTD-L AND T INDIA PRUDENCE FUND AAATC4460E 7389604 0 0 7389604 4.5786 7389604 0 7389604 4.5786 0 4.5786 0 0 NA NA 7389604

BIRLA SUN LIFE TRUSTEE COMPANY PRIVATE LIMITED A/C BIRLA SUN LIFE EQUITY FUND AAATB0102C 3068000 0 0 3068000 1.9009 3068000 0 3068000 1.9009 0 1.9009 0 0.0000 NA NA 3068000

TATA BALANCED FUND AAATT0570A 2602662 0 0 2602662 1.6126 2602662 0 2602662 1.6126 0 1.6126 0 0.0000 NA NA 2602662(b) Venture Capital Funds 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0(c) Alternate Investment Funds 2 653632 0 0 653632 0.4050 653632 0 653632 0.4050 0 0.4050 0 0.0000 NA NA 653632(d) Foreign Venture Capital Investors 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0(e) Foreign Portfolio Investor 82 16796617 0 0 16796617 10.4072 16796617 0 16796617 10.4072 0 10.4072 0 0.0000 NA NA 16796617

Lsv Emerging Markets Equity Fund Lp AACFL5630P 2163500 0 0 2163500 1.3405 2163500 0 2163500 1.3405 0 1.3405 0 0.0000 NA NA 2163500Government Pension Fund Global AACCN1454E 1969865 0 0 1969865 1.2205 1969865 0 1969865 1.2205 0 1.2205 0 0.0000 NA NA 1969865

(f) Financial Institutions / Banks 7 525578 0 0 525578 0.3256 525578 0 525578 0.3256 0 0.3256 0 0.0000 NA NA 525578(g) Insurance Companies 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0(h) Provident Funds/ Pension Funds 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0(i) Any Other (Specify) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0

Sub Total (B)(1) 124 34324934 0 0 34324934 21.2678 34324934 0 34324934 21.2678 0 21.2678 0 0.0000 NA NA 34324934

2 Central Government/ State Government(s)/ President of IndiaSub Total (B)(2) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0

Table III - Statement showing shareholding pattern of the Public shareholder


shareholders


held


shares held

No. of shares



Shareholding %

calculated as per SCRR, 1957 As a % of (A+B+C2)


No of Voting Rights



No. of Shares


ng convertibl



full conversion



share capital)


No. (a)

As a % of total

Shares held(b)


encumbered

No. (a)

As a % of total

Shares held(b)



form

(I) (II) (III) (IV) (V) (VI)(VII) = (IV)+(V)+

(VI)(VIII) As a % of (A+B+C2)

(IX) (X)

(XI)= (VII)+(X) As

a % of (A+B+C2)

(XII) (XIII) (XIV)


36


37

1 Custodian/DR Holder 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0

2 Employee Benefit Trust (under SEBI (Share based Employee Benefit) Regulations, 2014) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0

Total Non-Promoter- Non Public Shareholding (C)= (C)(1)+(C)(2) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0

Table IV - Statement showing shareholding pattern of the Non Promoter- Non Public shareholder


shareholders


held


shares held

No. of shares



Shareholding %

calculated as per SCRR,

1957 As a % of

(A+B+C2)


No of Voting Rights


Total as a % of

(A+B+C)

No. of Shares


ng convertibl



full conversion

of convertibl

e securities (

as a percentag

e of diluted share

capital)


No. (a)

As a % of total

Shares held(b)


encumbered

No. (a)

As a % of total

Shares held(b)

Number of equity

shares held in

dematerialised form

(I) (II) (III) (IV) (V) (VI)(VII) =

(IV)+(V)+ (VI)

(VIII) As a % of

(A+B+C2)(IX) (X)

(XI)= (VII)+(X) As

a % of (A+B+C2)

(XII) (XIII) (XIV)


38

(c) Equity shares held by Top Ten Shareholders − Our top ten shareholders and the number of Equity Shares of INR 2 each held by them as

on the date of the Information Memorandum is as follows: S. No Name of the Shareholders No. of Equity

Shares % of total

Shareholding 1 BHADRA RAJ HOLDING PRIVATE LIMITED 9,90,91,898 61.3974%

2 L AND T MUTUAL FUND TRUSTEE LTD-L AND T INDIA PRUDENCE FUND 73,89,604 4.4442%

3 BIRLA SUN LIFE TRUSTEE COMPANY PRIVATE LIMITED A/C BIRLA SUN LIFE EQUITY FUND

30,68,000 1.9498%

4 TATA BALANCED FUND 26,02,662 1.6126%

5 LSV EMERGING MARKETS EQUITY FUND LP 21,63,500 1.3405%

6 GOVERNMENT PENSION FUND GLOBAL 19,69,865 1.2205% 7 UTI- BALANCED FUND 14,55,969 0.6429%

8 DIMENSIONAL EMERGING MARKETS VALUE FUND 14,14,095 0.8762%

9 POLUNIN EMERGING MARKETS SMALL CAP FUND, LLC 13,44,654 0.8331%

10 IDFC STERLING EQUITY FUND 12,18,010 0.6723% − Our top ten shareholders and the number of Equity Shares of INR 2 each held by them 10

days prior to the date of the Information Memorandum is as follows: S. No Name of the Shareholders No. of Equity

Shares % of total

Shareholding 1 BHADRA RAJ HOLDING PRIVATE LIMITED 9,90,91,898 61.3974%

2 L AND T MUTUAL FUND TRUSTEE LTD-L AND T INDIA PRUDENCE FUND 73,89,604 4.4442%

3 BIRLA SUN LIFE TRUSTEE COMPANY PRIVATE LIMITED A/C BIRLA SUN LIFE EQUITY FUND

30,68,000 1.9498%

4 TATA BALANCED FUND 26,02,662 1.6126%

5 LSV EMERGING MARKETS EQUITY FUND LP 21,63,500 1.3405%

6 GOVERNMENT PENSION FUND GLOBAL 19,69,865 1.2205% 7 UTI- BALANCED FUND 14,55,969 0.6429%

8 DIMENSIONAL EMERGING MARKETS VALUE FUND 14,14,095 0.8762%

9 POLUNIN EMERGING MARKETS SMALL CAP FUND, LLC 13,44,654 0.8331%

10 IDFC STERLING EQUITY FUND 12,18,010 0.6723% − Our top ten shareholders and the number of Equity Shares of INR 10 each held by them as

on the date of incorporation of the Company:


39

S. No Name of the Shareholders* No. of Equity Shares % of total

Shareholding 1. Janmejay R. Vyas 49,400 98.80% 2. Rajnikant T. Vyas 100 0.20% 3. Deohooti J.Vyas 100 0.20% 4. Aditi J. Vyas 100 0.20%

5. Vadali Venkata Satyanarayana Murthy 100 0.20%

6. Sanjay S. Majmudar 100 0.20% 7. Deepak S. Pandya 100 0.20%

Total 50,000 100% * Company was a wholly owned subsidiary of erstwhile Dishman Pharmaceuticals and Chemicals Ltd. (beneficial owner), and above named members are ostensible owner, they did not hold the beneficial interest in the equity shares of the Company on the date of incorporation.

(d) During the period of six months preceding the date of the Information Memorandum, Our

Promoter, Promoter Group and Directors & their relatives have made the following inter-se transfers of the shares of erstwhile Dishman Pharmaceuticals and Chemicals Limited amongst promoter and promoter group:

Date Name of Transferor and

(Relation with Company) Name of Transferee and

(Relation with Company) Nature of

Transaction No. of shares

31st Mar 17 Mr. Janmejay R. Vyas

(Promoter, Chairman and Managing Director)

Bhadra Raj Holding Private Limited (Promoter Group) Gift 5,05,58,710

31st Mar 17 Mrs Deohooti J. Vyas

(Promoter and Whole Time Director)


31st Mar 17 Mr. Arpit J. Vyas (Promoter,

CFO and Managing Director)


31st Mar 17

Ms. Aditi J. Vyas (Promoter Group, Management

Representative (Technical Services))

Bhadra Raj Holding Private Limited (Promoter Group) Gift 2,06,238

31st Mar 17 Ms. Mansi J. Vyas(Promoter

Group, Management Representative (Finance))

Bhadra Raj Holding Private Limited (Promoter Group) Gift 72,000

(e) Our Promoter, Promoter Group, Directors and their relatives and Directors of the

Promoter Group Entities have not financed the purchase by any other person of the Equity Shares of our Company during the period of six months immediately preceding the date of the Information Memorandum.

(f) As on the date of the Information Memorandum, there are no outstanding warrants,

options or rights to convert debentures, loans or other instruments. (g) As on the date of the Information Memorandum, the issued Capital of our Company is

fully paid up.


40

(h) Neither we, nor our Directors, Promoter, Promoter Group Entities have entered into any buyback and / or standby arrangements and / or similar arrangements for the purchase of our Equity Shares from any person.

(i) Neither we nor erstwhile Dishman Pharmaceuticals and Chemicals Limited have any

Employees Stock Option Scheme or Employees Stock Purchase Scheme. (j) As on the date of the Information Memorandum, we have 58,335 members. (k) There shall be only one denomination for the Equity Shares of the Company, subject to

applicable regulations and Company shall comply with such disclosure and accounting norms specified by SEBI, from time to time.


41

SCHEME OF ARRANGEMENT AND AMALGAMATION

The relevant extracts of the Scheme of Arrangement and Amalgamation are reproduced here. For any details of the scheme, reference shall be made to the full text of the Scheme of Arrangement and Amalgamation as approved by the Hon’ble High Court. 1. OVERVIEW OF COMPANIES 1.1 Dishman Pharmaceuticals and Chemicals Limited (“DPCL”) is a public company

limited by shares incorporated in 1983 under the provisions of the Companies Act, 1956, having its registered office at Bhadr-Raj Chambers, Swastik Cross Road, Navrangpura, Ahmedabad- 380 009, Gujarat and is engaged in CRAMS and manufacture and supply of marketable molecules such as specialty chemicals, vitamins & chemicals and disinfectants.

1.2 Carbogen Amcis (India) Limited (“CAIL”) is a public company limited by shares

incorporated in 2007 under the provisions of the Companies Act 1956, having its registered office at Bhadr-Raj Chambers, Swastik Cross Road, Navrangpura, Ahmedabad – 380 009, Gujarat and is engaged in research and development, including regulatory filings, of certain pharmaceutical molecules for some of the overseas subsidiaries of DPCL . Its entire equity share capital is held by DPCL.

1.3 Dishman Care Limited (“DCL”) is a public company limited by shares incorporated

in 2010 under the provisions of the Companies Act 1956, having its registered office at 516, 5th Floor, Bhadr-Raj Chambers, Swastik Cross Road, Navrangpura, Ahmedabad – 380 009, Gujarat. It is engaged in market research, business development and marketing of disinfectant products to be manufactured by DPCL. Its entire equity share capital is held by DPCL.

2. RATIONALE FOR THE SCHEME OF ARRANGEMENT AND

AMALGAMATION 2.1 This Scheme of Arrangement and Amalgamation is expected to enable better realisation

of potential of the businesses of the companies and yield beneficial results and enhanced value creation for the Companies, their respective shareholders, creditors and employees. The rationale for the proposed Scheme is set out below:

i) Consolidation of the business and simplification of the group structure. Further,

the amalgamation will provide a high level of synergistic integration of operations and better operational management.

ii) Through the "One Company, Two Brands" strategy, the group has been delivering

complex solutions suiting the diverse needs of the global customers. The proposed Scheme re-emphasises the strategy of "One Company, Two Brands" with both "Dishman" and "Carbogen Amcis" brands being reflected in the trade name of one company.

iii) Synergies arising out of consolidation of business will lead to enhancement of

net worth of the combined business and reflection of true net-worth in the financial statements (as all assets, tangible and intangible, including those not


42

recorded in the books of the amalgamating company, and liabilities of the amalgamating company shall be taken over by the amalgamated company and recorded at their respective fair values), and lead to improved alignment of debt and enhancement in earnings and cash flow.

iv) The amalgamated company would be able to better leverage on its large net worth

base and have enhanced businesses potential and increased capability to offer a wider portfolio of products and services with a diversified resource base and deeper client relationships.

v) It would result in financial resources being efficiently merged and pooled leading

to more effective and centralised management of funds, greater economies of scale, stronger base for future growth and reduction of administrative overheads (i.e. cost rationalization), which are presently being divided and dissipated between multiple separate entities. The amalgamation shall lead to greater efficiency in management of the businesses, simplicity and reduction in regulatory compliances and cost.

vi) It will improve and consolidate internal controls and functional integration at

various levels of the organisation such as information technology, human resources, finance, legal and general management leading to an efficient organisation capable of responding swiftly to volatile and rapidly changing market scenarios.

vii) It will facilitate debt consolidation which will improve the debt servicing abilities

through improved cash flows. viii) It would enhance the value of stakeholders through seamless access to strong

corporate relationships and other intangible benefits of Dishman Pharmaceuticals and Chemicals Limited built up over approximately three decades of experience, enhanced scale of operations and sharper focus.

3. SALIENT FEATURES OF THE SCHEME ARE AS UNDER:

The Scheme involves the following –

a. Part I – Transfer of ETP Undertaking from DPCL to CAIL by way of Slump Sale. b. Part II – Amalgamation of DCL with DPCL c. Part III – Amalgamation of DPCL with CAIL.

3.1 PART I – TRANSFER OF ETP UNDERTAKING FROM DPCL TO CAIL BY

WAY OF SLUMP SALE

Upon the scheme becoming effective and with effect from the Appointed Date, the ETP Undertaking of DPCL shall stand transferred to and vested in CAIL as a going concern together with all its properties, assets, liabilities, rights, benefits and interest therein, subject to existing charges or lis pendens, if any, thereon for a lump sum consideration of INR 15 Crores (Rupees Fifteen Crores).


43

3.2 PART II – AMALGAMATION OF DCL WITH DPCL (i). Upon the Scheme becoming effective and with effect from the Appointed Date

and after giving effect to Part I of the Scheme, the Undertaking of DCL shall pursuant to the sanction of the Scheme by the High Court and pursuant to the provisions of Sections 391 to 394, Section 100 of the 1956 Act and other provisions of the 1956 Act or the 2013 Act, as applicable, will be and shall stand transferred to and vested in and/or be deemed to have been transferred to and vested in DPCL, as a going concern, in accordance with Section 2(1B) of the Income Tax Act without any further act, instrument, deed, matter or thing so as to become, as and from the Appointed Date, the undertaking of DPCL by virtue of and in the manner provided in the Scheme.

(ii). Upon the Scheme being effective and in consideration of the transfer of and

vesting of the Undertaking of DCL in DPCL pursuant to this Scheme, no shares shall be required to be issued and allotted in respect of the equity shares held by DPCL in DCL. The equity shares held by DPCL in DCL shall be deemed to be cancelled and shall stand extinguished without any consideration, further act, deed or thing by DCL and DPCL.

(iii). Upon the coming into effect of the Scheme, DCL shall, without any further act,

instrument or deed, stand dissolved without winding-up.

3.3 PART III – AMALGAMATION OF DPCL WITH CAIL

(i). Upon the coming into effect of the Scheme and with effect from the Appointed Date and after giving effect to Part I & Part II of the Scheme, the Undertaking of DPCL along with all the assets & liabilities shall, pursuant to the sanction of the Scheme by the High Court and pursuant to the provisions of Sections 391 to 394, Section 100 of the 1956 Act and other provisions of the 1956 Act or the 2013 Act, as applicable, will be and shall stand transferred to and vested in and/or be deemed to have been transferred to and vested in CAIL, as a going concern, in accordance with Section 2(1B) of the Income Tax Act without any further act, instrument, deed, matter or thing so as to become, as and from the Appointed Date, the undertaking of CAIL by virtue of and in the manner provided in this Scheme.

(ii). CAIL shall without any further application, act, instrument or deed, issue and

allot to each shareholder of DPCL whose name is recorded in the register of members of DPCL on the Record Date in the following ratio ("Share Exchange Ratio"): "1 (One) fully paid up equity shares of Rs. 2 (Rupees Two) each of CAIL for every 1 (One) fully paid equity share of Rs. 2 (Rupees Two) each held by such shareholder in DPCL."

(iii). Upon allotment of shares by CAIL, the existing shareholding of DPCL in CAIL,

shall, without any consideration and without any further act or deed, be cancelled as an integral part of this Scheme, in accordance with provisions of Sections 100 to 103 of the 1956 Act and other relevant provisions of the 1956 Act or the 2013 Act, as applicable and the order of the High Court sanctioning the Scheme shall be deemed to be also the order under Section 102 of the 1956 Act and other


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relevant provisions of the 1956 Act or the 2013 Act, as applicable, for the purpose of confirming the reduction. The reduction would not involve either a diminution of liability in respect of unpaid share capital or payment of paid-up share capital, and the provisions of Section 101 of the 1956 Act or the other relevant provisions of the 2013 Act will not be applicable. Notwithstanding the reduction in the equity share capital of CAIL, CAIL shall not he required to add "And Reduced" as suffix to its name.

(iv). Upon the coming into effect of the Scheme, DPCL shall, without any further act,

instrument or deed, stand dissolved without winding-up.

3.4 CHANGE OF NAME OF CAIL

Upon this Scheme becoming effective, the name of CAIL shall be deemed to have been changed from "Carbogen Amcis (India) Limited" to "Dishman Carbogen Amcis Limited" in accordance with Section 13 of the 2013 Act and other relevant provisions of the 1956 Act or the 2013 Act, as applicable. It is hereby clarified that for the purposes of this clause, the consent of the shareholders of the CAIL and DPCL to this Scheme shall be deemed to be sufficient for the purposes of effecting the name change and that no further resolution under Section 13 of 2013 Act or any other applicable provisions of the 1956 Act or the 2013 Act, as applicable, would be required to be separately passed. Pursuant to this Scheme, CAIL shall file the requisite forms with the Registrar of Companies for change of its name.

4. Approvals with respect to the Scheme

The Scheme of Amalgamation among DPCL, CAIL and DCL and their respective shareholders and creditors under Sections 391 to 394 read with sections 100-104 of the Companies Act, 1956 and other applicable provisions of Companies Act, 2013, as amended, was approved by the shareholders, secured creditors and unsecured creditors of DPCL at the Court Convened Meeting held on August 5, 2016. The Hon'ble High Court of Gujarat at Ahmedabad vide its Order dated December 16, 2016 has sanctioned the Scheme. The Scheme became effective on 17th March, 2017, the date on which the certified copy of the order of the High Court was filed with Registrar of Companies, Ahmedabad, by all Companies. In accordance with the said Scheme, the equity shares of our Company issued subject to applicable regulations shall be listed and admitted to trading on the NSE and BSE. Such listing and admission for trading is not automatic and will be subject to such other terms and conditions as may be prescribed by the Stock Exchanges at the time of application by our Company seeking listing.


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STATEMENT OF TAX BENEFITS

To The Board of Directors, Dishman Carbogen Amcis Limited, Bhadr-Raj Chambers, Swastik Cross Roads, Navrangpura, Ahmedabad, Gujarat – 380 009 Sub: Statement of Tax Benefits to the Company and its shareholders under Income Tax Act, 1961 We hereby confirm that the enclosed statement (“Annexure”), prepared by Dishman Carbogen Amcis Limited (Formerly Carbogen Amcis (India) Limited)(“Company”)which states the special and general tax benefits available to the Company or its shareholders under the extant provisions of the Income-tax Act, 1961 (“Act”) presently in force in India. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the Act, which, based on the business imperatives, the Company or its shareholders may or may not choose to fulfil. The tax benefits discussed in the enclosed annexure are not exhaustive and preparation of the contents stated is the responsibility of the Company’s management. We are informed that this statement is only intended to provide general information to investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications on investment in the equity shares particularly in view of the fact that certain recently enacted legislation may not have a direct legal precedent or may have a different interpretation on the benefits, which an investor can avail. Neither are we suggesting nor are we advising the investor to invest money based on this statement. We do not express any opinion or provide any assurance as to whether:

i) the Company or its shareholders will continue to obtain these benefits in future; or ii) the conditions prescribed for availing the benefits have been/would be met with. iii) the revenue authorities/courts will concur with the views expressed herein.

The contents of the enclosed statement are based on the representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company. This statement is intended solely for information and for inclusion in the Information Memorandum for listing of Company’s shares and is not to be used, circulated or referred to for any other purpose without our prior written consent. Our views are based on the existing provisions of law and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent to such changes.


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The views are exclusively for the use of Dishman Carbogen Amcis Limited and shall not, without our prior written consent, be disclosed to any other person, except to the extent disclosure is otherwise permitted by the terms of our engagement. Disclosure of all or any part of this Tax Benefit Statement to any other person is on the basis that, to the fullest extent permitted by law, V. D. Shukla & Co does not accept any duty of care or liability of any kind to the recipient, and any reliance on it is at the recipient’s own risk. Place: Ahmedabad For V. D. Shukla & Co., Date: 19.06.2017 Chartered Accountants

FRN: 110240W

(Vimal D. Shukla) Proprietor

Membership No.: 036416


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Annexure

STATEMENT OF TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS SHAREHOLDERS UNDER THE INCOME TAX ACT, 1961 (“ACT”) The following key tax benefits are available to the Company and the prospective shareholders of the Company under the Income Tax Act, 1961, presently in force in India as identified/ prepared by the Company. The tax benefits listed below are the possible benefits available under the current tax laws presently in force in India. These benefits are dependent on the Company and its shareholders fulfilling the conditions prescribed under the relevant tax laws, which based on the business imperatives, the Company or its shareholders may or may not choose to fulfil. A. Special Tax Benefits available to the Company

Deduction in respect of profits from undertaking engaged in eligible business: The Company is eligible for 100% deduction u/s 80-IA of the Act in respect of the profit and gains derived from the eligible business comprising of 3 Effluent Treatment Plants (2 in Bavla and 1 in Naroda)for a period of 10 consecutive assessment years out of 20 years beginning from the year in which the undertaking develops, operates and maintains the infrastructure facility. The Company is entitled to such deductions up to Assessment Year 2023-24.

B. General Tax Benefits available to the Company 1. Business Income

1.1 Depreciation:

Under section 32 of the Act, the Company is entitled to claim depreciation allowance at the prescribed rates on all its tangible and intangible assets (including goodwill) acquired and put to use for its business. Further, subject to fulfilment of conditions prescribed in section 32(1)(iia) of the Act, the Company is entitled to claim accelerated depreciation of 20% of the actual cost of certain new machinery or plant which have been acquired and installed after 31st March, 2005. If, however, the assets are put to use for less than 180 days in the year in which they are acquired, the rate of accelerated depreciation will be 10% in such year and balance 10% of the accelerated depreciation will be allowed in the immediately succeeding previous year.

1.2 Expenditure incurred on scientific research:

Subject to fulfilment of conditions, the Company is entitled to, inter alia, for 100% deduction u/s 35(1)(i) of the Act, in respect of any revenue expenditure incurred on scientific research related to the business of the Company. Subject to fulfilment of conditions, the Company is entitled to, inter alia, for 100% deduction u/s 35(1)(iv) of the Act, in respect of any capital expenditure incurred on scientific research related to the business of the Company, other than expenditure on the acquisition of any land.


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1.3 Investment Allowance: Under section 32AC(1A), subject to fulfilment of conditions prescribed therein, the Company is entitled to claim investment allowance of 15% of the actual cost of plant and machinery acquired and installed on or before 31st March, 2017.

1.4 In-house research and development: The Company’s in-house Research and Development facility is approved and recognised by the prescribed authority (i.e. Department of Scientific & Industrial Research, Government of India) for weighted deduction u/s 35(2AB). Accordingly, subject to the provisions of section 35(2AB), the Company is entitled to claim a deduction of 200% of the eligible expenditure incurred on in-house research and development facility and 150% from 01.04.2018.

1.5 Amortisation of expenditure in case of amalgamation:

Subject to the provisions of section u/s 35DD, the Company is entitled to a deduction of an amount equal to one-fifth of expenditure incurred wholly and exclusively for the purposes of amalgamation of an undertaking for each of the five successive previous years beginning with the previous year in which the amalgamation took place.

1.6 Deductions under Chapter VI-A of the IT Act:

As per the provisions of section 80G of the Act, the Company is entitled to claim deduction of a specified amount in respect of eligible donations subject to the fulfilment of the conditions as specified in that section.

1.7 Accumulated losses and unabsorbed depreciation:

Business losses, if any, for an assessment year can be carried forward and set off against business profits for 8 subsequent assessment years. Unabsorbed depreciation, if any, for an assessment year can be carried forward and set off against income from any other head in the subsequent assessment years as per section 32(2) subject to the provisions of section 72(2) and 73(3) of the Act. Further, u/s 72A, accumulated losses and unabsorbed depreciation of the amalgamating companies, if any, will be deemed to be the accumulated losses and unabsorbed depreciation of the Company, subject to the fulfilment of the specified conditions.

1.8 Minimum Alternate Tax (“MAT”) Credit:

As per section 115JAA of the Act, credit is allowed in respect of any MAT paid u/s 115JB of the Act for any assessment year commencing on or after April 1, 2006. The tax credit to be allowed shall be the difference between MAT paid and tax computed as per the normal provisions of the Act for that assessment year. MAT credit is eligible for carried forward and set off for up to 15 years succeeding the assessment year in which the MAT credit arises.

2. Capital Gains

2.1 Subject to the provisions of section 10(38) of the Act, long term capital gains (“LTCG”) arising to the Company from the transfer of long term capital asset being an equity share in a company or a unit of an equity oriented fund or unit of a business trust where such transaction has been entered into on a recognised stock exchange of India and is chargeable to securities transaction tax (“STT”) will be exempt in the hands of the Company. As per the provisions of section 14A of the Act, expenditure incurred to


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earn an exempt income is not allowed as deduction while determining the taxable income.

2.2 In accordance with section 112 of the Act, LTCG to the extent not exempt u/s 10(38) of the Act would be subject to tax at the rate of 20% (plus applicable surcharge and education cess) with indexation benefits. However, as per the proviso to section 112 of the Act, if the tax on LTCG is resulting from transfer of listed securities (other than unit) or zero coupon bonds, then LTCG will be chargeable to tax at lower of the following rates:

a. 20% (plus applicable surcharge and education cess) of the capital gains as

computed after indexation of the cost; or

b. 10% (plus applicable surcharge and education cess) of the capital gains as computed without indexation.

In accordance and subject to the conditions specified in section 54EC of the Act, the Company would be entitled to exemption from tax on LTCG if such capital gain is invested in any long-term specified assets to the extent and in the manner prescribed in the said section subject to a maximum of Rupees Fifty lakhs in a financial year or subsequent year.

2.3 As per the provisions of section 111A of the Act, any capital gain arising on transfer of a short term capital asset, being an equity share in a company or units of any equity oriented fund, shall be subject to tax as short term capital gains (“STCG”) @ 15% (plus applicable surcharge and education cess), if such a transaction is subjected to STT. STCG, other than those covered in section 111A, shall be taxable at normal rates as applicable to the Company.

2.4 As per section 71 read with section 74 of the Act, short term capital loss arising during a year is allowed to be set off against STCG as well as LTCG. Balance loss, if any, shall be carried forward and set off against any capital gains arising during subsequent 8 assessment years.

2.5 As per section 71 read with section 74 of the Act, long term capital loss arising during a year is allowed to be set off only against LTCG. Balance loss, if any, shall be carried forward and set off against only with LTCG arising during subsequent 8 assessment years.

3. Income from Other Sources

3.1 Under section 10(34) of the Act, any dividend income referred to in section 115-O, (whether interim or final) received by the Company from any domestic company (in which the Company has invested) is exempt from tax in the hands of the Company.

3.2 Income received in respect of the units of a Mutual Fund specified u/s 10(23D) of the Act (other than income arising from transfer of such units) shall be exempt in the hands of the Company u/s 10(35) of the Act.


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3.3 However, as per the provisions of section 14A of the Act, expenditure incurred to earn an exempt income is not allowed as deduction while determining the taxable income.

3.4 As per section 115BBD, where the total income of an assessee being an Indian company includes any income by way of dividends declared, distributed or paid by a specified foreign company, such income shall be taxable at the rate of 15%. A specified foreign company means a foreign company in which the Indian company holds 26% or more in nominal value in equity share capital of the company.

3.5 As per section 115-O(1), where any domestic company declares, distributes or pays any amount by way of dividend out of the current or accumulated profits, the company shall be required to pay Dividend Distribution Tax (‘DDT’) @ 15%. Further, as per section 115-O(1A), the amount of dividend declared/distributed/paid as referred to in sub-section (1) shall be reduced by-

a. The amount of dividend received by the company from its domestic subsidiaries,

where such domestic subsidiary has paid DDT u/s 115-O

b. The amount of dividend received by the company from its foreign subsidiaries, where tax is payable by the company u/s 115BBD on such dividend.

C. General Tax Benefits available to the Shareholders of the Company 1. Resident Shareholders 1.1 Dividend Income

Under section 10(34) of the Act, dividend (whether interim or final) received from a domestic company is exempt from tax in the hands of the shareholders of the company. As per the provisions of section 14A of the Act, expenditure incurred to earn an exempt income is not allowed as deduction while determining the taxable income

As per section 115BBDA,any income by way of dividend in excess of Rs. 10 Lacs shall be chargeable to tax in the case of a specified assessee at the rate of 10%. A specified assessee means a person other than a domestic company or a fund or institution or trust or any university or other educational institution or any hospital or other medical institution referred to in sub-clause (iv) or sub-clause (v) or sub-clause (vi) or sub-clause (via) of section 10(23C) or a trust or institution registered u/s 12A or section 12AA. No deduction in respect of any expenditure or allowance or set-off of loss shall be allowed to the assessee against such dividend income.

1.2 Capital Gains

1.2.1 Benefits outlined in clause 2.1 to 2.5 of Paragraph B above are also applicable to

resident shareholders. In addition to the same, the following benefits are also available to resident shareholders:

a. In case of an individual or HUF, where the total taxable income as reduced by

LTCG is below the basic exemption limit, the LTCG will be reduced to the extent


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of the shortfall and only the balance LTCG will be subjected to such tax in accordance with the proviso to sub-section (1) of section 112 of the Act.

b. In case of a shareholder being an individual or a HUF, in accordance with and subject to the conditions and to the extent provided in section 54F of the Act, the shareholder is entitled to exemption from LTCG arising from the transfer of any long term capital asset (in case not covered u/s 10(38) of the Act), not being on residential house, if the capital gain is invested for purchase or construction of a residential house, to the extent and in the manner prescribed in the said section.

c. As per section 47(vii), transfer of shares by the shareholders of the amalgamating company in lieu of shares of the amalgamated company pursuant to a Scheme of Amalgamation will be exempt in the hands of the shareholders of such company.

2. Non-Resident / Non-Resident Indian Shareholder 2.1 Dividend Income

Dividend (both interim and final) income, if any, received by the non-resident/non-resident Indian shareholders from the domestic company shall be exempt u/s 10(34) of the Act. As per the provisions of section 14A of the Act, expenditure incurred to earn an exempt income is not allowed as deduction while determining the taxable income.

2.2 Capital Gains

Benefits outlined in clause 2.1 to 2.5 of Paragraph B above are also available to a non-resident/non-resident Indian shareholder except that under first proviso to section 48 of the Act, the capital gains arising on transfer of capital assets being shares/debentures of an Indian Company need to be computed by converting the cost of acquisition, expenditure in connection with such transfer and full value of the consideration received or accruing as a result of the transfer into the same foreign currency in which the shares were originally purchased. The resultant gains thereafter need to be reconverted into Indian currency. The conversion needs to be at the prescribed rates prevailing on dates stipulated. Further, the benefit of indexation is not available to non-resident shareholders.

2.3 Tax Treaty Benefits

As per section 90(2) of the Act, the provisions of the Act would prevail over the provisions of the tax treaty to the extent they are more beneficial to the non-resident/non-resident Indian shareholder. Thus, a non-resident/non-resident Indian shareholder can opt to be governed by the beneficial provisions of an applicable tax treaty.

The benefits under tax treaties are available only if: a. The transaction is not covered by General Anti-avoidance Rules. b. Tax residency certificate is obtained from the Government of resident country. c. Submission of Form 10Fby the non-resident to the payer.


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3. Mutual Funds

In case of a shareholder being a Mutual fund, as per the provisions of section 10(23D) of the Act, any income of Mutual Funds registered under the Securities and Exchange Board of India Act, 1992 or Regulations made there under or such other mutual funds set up by public sector banks or public financial institutions or authorised by the Reserve Bank of India are exempt from income-tax, subject to the conditions notified by Central Government in this regard.

4. Venture Capital Companies /Funds

In case of a shareholder being a Venture Capital Company / Fund registered with the Securities and Exchange Board of India, any income of Venture Capital Companies / Funds are exempt from income-tax, subject to the conditions specified in section 10(23FB) of the Act.

5. Foreign Institutional Investors (FIIs) 5.1 Dividend Income

Dividend (both interim and final) income, if any, received by the shareholder from the domestic company shall be exempt u/s 10(34) read with section 115-O of the Act. As per the provisions of section 14A of the Act, expenditure incurred to earn an exempt income is not allowed as deduction while determining taxable income.

5.2 Capital gains

a. Subject to the provision of section 10(38), LTCG arising on transfer of equity

shares in the company, which is held for period of more than 12 months and where such transaction is chargeable to STT, shall be exempt from tax. As per the provisions of section 14A of the Act, expenditure incurred to earn an exempt income is not allowed as deduction while determining taxable income.

b. Benefit of exemption u/s 54EC shall be available as outlined in Clause 2.3 of

Paragraph B above.

5.3 Tax Treaty Benefits As per section 90of the Act, a non-resident shareholder can claim relief in respect of double taxation, if any, as per the provision of the applicable double taxation avoidance agreements entered into by the Government of India with the country of residence of the non-resident shareholder. The assessee has the option to apply the rates in tax treaty or the Indian tax laws, whichever is beneficial.


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D. Special Tax Benefits available to Non-Resident Indian Shareholders of the Company

1. The following special provisions in respect of Income/LTCG from specified foreign exchange assets under Chapter XII-A of the Act shall apply in case of non-resident Indians: a. As per section 115C(e) of the Act, a Non-Resident Indian(‘NRI’) means an

individual, being a citizen of India or a person of Indian origin who is not a ‘resident’. As per the Explanation to the said clause, a person shall be deemed to be of Indian origin if he, or either of his parents or any of his grand-parents, was born in undivided India.

b. Where shares have been subscribed in convertible foreign exchange, NRIs, being shareholders of an Indian company, have the option of being governed by the provisions of Chapter XII-A of the Act, which, inter alia, entitles them to the following benefits in respect of income from shares of an Indian company acquired, purchased or subscribed to in convertible foreign exchange:

− As per the provisions of section 115D read with section 115E of the IT Act and

subject to the conditions specified therein, LTCG (in cases not covered u/s 10(38) of the Act) arising on transfer of an Indian company’s shares, will be subject to tax at the rate of 10 percent (plus applicable surcharge on tax and education cess on tax and surcharge), without indexation benefit.

− As per the provisions of section 115F of the IT Act and subject to the

conditions specified therein, where an assessee earns LTCG arising on transfer of a foreign exchange asset and the assessee invests whole or part of the net consideration in any specified asset or savings certificates referred to in section 10(4B) of the Act within a period of six(6) months, the capital gain shall be exempt to the extent and in the manner prescribed in the said section. For this purpose, net consideration means full value of the consideration received or accrued as a result of the transfer of the capital asset (being shares in the Indian Company) as reduced by any expenditure incurred wholly and exclusively in connection with such transfer.

− Further, if the specified asset or savings certificates in which the investment

has been made, is transferred or converted into money within a period of three(3) years from the date of its acquisition, the amount of capital gains tax exempted earlier, would become chargeable to tax as long term capital gains in the year in which such specified asset or savings certificates are transferred.

− As per the provisions of section 115G of the Act, non-resident Indians are not

obliged to file a return of income u/s 139(1) of the Act, if their only source of income is investment income or long term capital gains or both, provided, tax has been deducted at source from such income as per the provisions of Chapter XVII-B of the Act.

− Under section 115H of the Act, where the non-resident Indian becomes

assessable as a resident in India in respect of Total Income of any subsequent


54

year, he may furnish a declaration in writing to the Assessing Officer, along with his return of income for that year u/s 139 of the Act to the effect that the provisions of the Chapter XII-A shall continue to apply to him in relation to such investment income derived from the specified assets for that year and subsequent assessment years until such assets are transferred or converted into money.

− As per the provisions of section 115I of the Act, a non-resident Indian may

elect not to be governed by the provisions of Chapter XII-A for any assessment year by furnishing his return of income for that assessment year u/s 139 of the Act, declaring therein that the provisions of Chapter XII-A shall not apply to him for that assessment year and accordingly his total income for that assessment year will be computed in accordance with the other provisions of the Act.

E. Special Tax Benefits available to Foreign Institutional Investors (“FIIs”)

1. Under section 115AD, income (other than income by way of dividends referred in

section 115-O) received in respect of securities (other than units referred to in section 115AB) shall be taxable at the rate of 20% (plus applicable surcharge on tax and education cess on tax and surcharge).

2. Under section 115AD, income by way of STCG or LTCG arising from transfer of

securities (other than units referred to in section 115AB) which are not exempt u/s 10(38), shall be taxable as follows:

− In the case of STCG, tax shall be calculated @ 30%. However, in case of transfer

of a short-term capital asset, being an equity share in a company or a unit of an equity oriented fund and where such transaction is chargeable to STT, STCG shall be taxable @15% (plus applicable surcharge on tax and education cess on tax and surcharge).;

− LTCG shall be taxable @10% (plus applicable surcharge on tax and education

cess on tax and surcharge). − Such capital gains would be computed without giving effect of first proviso

(foreign exchange fluctuation benefit) and second proviso (indexation benefit) to section 48.

No deduction u/s 28 to 44C or clauses (i),(iii) of Sec. 57 or under Chapter VI-A shall be allowed if the Gross Total Income of the FII consists only of income received in respect of securities taxable @ 20%.

3. Under section 115JB, income accruing or arising to a foreign company from capital gains arising on transactions in securities is excludible from computation of Book Profits if: − Such income is credited to statement of profit and loss and

− Income tax payable thereon is less than 18.5%


55

Corresponding expenditure in relation to such income is added to Book Profits.

4. However, as per Explanation 4 to section 115JB, provisions of section 115JB shall not

be applicable on a foreign company if:

− It is a resident of a country or a specified territory, with which India has entered into Double Taxation Avoidance Agreement as per section 90(1) or the Central Government has adopted any agreement as referred to in Section 90A(1) and it does not have a permanent establishment in India in accordance with the provisions of such agreement, or

− It is a resident of a country with which India does not have an agreement as

referred to above and such FII is not required to seek registration under any law in force in India.

Notes:

1. All the above benefits are as per the current tax law. Shareholder is advised to

consider in his/her/its own case, the tax implications of any new enactments which may change/modify the law.

2. The above Statement of Possible Direct Tax Benefits sets out the provisions of law in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of equity shares.

3. In view of the nature of tax consequences, being based on all the facts, in totality, of the investors, each investor is advised to consult his/her/its own tax advisor with respect to specific tax consequences.

4. Several of these benefits are dependent on the company and its shareholders fulfilling the conditions prescribed under the provisions of the relevant sections under the relevant tax laws.

5. Transactions between non-residents may be subject to Capital gains tax in India on indirect transfer of shares in India if it falls within the ambit of section 9(1)(i) and other applicable domestic Act sections and relevant DTAA provisions. Investor should take expert advice on this aspect.


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SECTION – IV

ABOUT DISHMAN CARBOGEN AMCIS LIMITED

INDUSTRY OVERVIEW

The information presented in this section has been obtained from publicly available documents from various sources including officially prepared materials from the Government of India and its various ministries, industry websites/publications and company estimates. Industry websites / publications generally state that the information contained therein has been obtained from sources believed to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured. Industry and government publications are also prepared based on information as of specific dates and may no longer be current or reflect current trends. Although we believe industry, market and government data used is reliable, it has not been independently verified. Similarly, our internal estimates, while believed by us to be reliable, have not been verified by any independent agencies.

Overview of the Indian Economy

India has emerged as the fastest growing major economy in the world as per the Central Statistics Organisation (CSO) and International Monetary Fund (IMF). According to the Economic Survey 2016-17, the Indian economy should grow between 6.75% and 7.5% in FY 2017-18. According to IMF World Economic Outlook Update (January 2017), Indian economy is expected to grow at 7.2% during FY 2016-17 and further accelerate to 7.7% during FY 2017-18. According to The World Bank, the Indian economy will likely grow at 7 per cent in 2016-17, followed by further acceleration to 7.6 per cent in 2017-18 and 7.8 per cent in 2018-19. Demonetisation is expected to have a positive impact on the Indian economy, which will help foster a clean and digitised economy in the long run, according to Ms. Kristalina Georgieva, Chief Executive Officer, World Bank. (Source: www.ibef.org ) Overview of the Pharma Industry

The Global Pharmaceutical Industry-

The global economy is seen growing by 3.4% in 2016 and 3.6% in 2017, as per the projection of the International Monetary Fund (IMF). The anticipated pick-up in global activity is envisaged to be slower than what was earlier projected in October 2015 by World Economic Outlook (WEO), particularly in developing economies and emerging markets. (Source: IMF)

There has been a moderate growth in the global pharmaceuticals industry. The growth has been backed by increasing demand for healthcare and medications worldwide, largely driven by the emerging economies. Improvement in healthcare standards and higher focus on preventing illnesses has led to consumers driving revenues. The global pharmaceutical industry is expected to see a spur in personalized medicine development, with leading companies making heavy investments in research. With high level of development in genomics and big data, firms are pushing towards providing


57

dedicated remedies to patients by studying their needs, preferences and genetic characteristics.

There has been a steady rise in the importance of specialty medicines, with drugs such as Amgen’s Repatha and Sanofi’s Praulent expected to propel industry growth. According to a report by the IMS Institute for Healthcare Informatics, specialty medicines are projected to account for 28% of the US$ 1.4 trillion global medicine expenditure by 2020. Further, the Evaluate Pharma World Preview 2015, Outlook to 2020 report, predicts that by 2020, about 9 of the 10 best-selling drugs (by revenue) in the United States will be specialty drugs, compared with 7 in 2014. (Source: The Smart Cube)

Source:IMS Institute Report-Global Medicine Use in 2020

The Indian Pharmaceutical Industry-

The Indian pharmaceuticals market is the third largest in terms of volume and thirteenth largest in terms of value. India is the largest provider of generic drugs globally with the Indian generics accounting for 20% of global exports in terms of volume.

India enjoys an important position in the global pharmaceuticals sector. The country also has a large pool of scientists and engineers who have the potential to steer the industry ahead to an even higher level.

Generic drugs form the largest segment of the Indian pharmaceutical sector with 70% of market share (in terms of revenues). India supplies 20% of global generic medicines market exports in terms of volume, making the country the largest provider of generic medicines globally and expected to expand even further in coming years.


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Source: IBEF: Pharmaceuticals, 2017

The Indian pharmaceutical industry, which is expected to grow over 15% p.a. between 2015 and 2020, will outperform the global pharmaceutical industry, which is set to grow at an annual rate of 5% during the same period. The market is expected to grow to US $55 billion by 2020, thereby emerging as the sixth largest pharmaceutical market globally by absolute size.

India has also maintained its lead over China in pharmaceutical exports with a year-on-year growth of 11.44% to US $12.91 billion in FY 2015-16, according to data from the Ministry of Commerce and Industry. Imports of pharmaceutical products rose marginally by 0.80% year-on-year to US$ $1,641.15 million. (Source: www.ibef.org )

Advantages for India

1. Cost efficiency Low cost of production and R&D boosts efficiency of Indian pharma companies India’s cost of production is approximately 60 % lower than that of the US and

almost half of that of Europe Due to lower cost of treatment, India is emerging as a leading destination for

medical tourism As of February 2017, India`s ability to manufacture high quality, low price

medicine, presents a huge business opportunity for domestic industry.

2. Economic drivers Economic prosperity to improve drug affordability Increasing penetration of health insurance With increasing penetration of chemists, especially in rural India, OTC drugs will

be readily available

3. Policy support Government unveiled ‘Pharma Vision 2020’ aimed at making India a global

leader in end-to-end drug manufacturer Reduced approval time for new facilities to boost investments In this sector, 100 % FDI is allowed under automatic route


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4. Diversified portfolio Accounts for over 10 percent of the global pharmaceutical production Over 60,000 generic brands across therapeutic categories Manufactures more than 500 different APIs 35.7 % of all drug master filings from India is registered in the USA in 2015

(www.ibef.org) SWOT Analysis of the Indian Pharma Industry

Strengths Competitive production cost and drug quality Speedy clinical trials Focus by the government Adherence to global standards

Weakness Import dependence for bulk drugs on China Low R&D investment by Indian Companies Volatile foreign exchange risks

Opportunities Indian Pharma Companies can capitalize on Patent cliff Opening up of new markets like Japan Increasing global demand for complex generics Optimistic targets were set by Government for the 12th Five Year Plan (2012-2017)

Threats High dependence on US Markets Growth threat from China’s cheap API markets IP Regulations by developed countries are getting tighter and tougher Short term impact on bar coding on drug packaging

(Source: UBM Pharma India Publications) CRAMS Industry – Global & India

Pharmaceutical industry has always been amongst the most regulated sector due to its importance and role in protection of human lives. Contract Research and Manufacturing Services (“CRAMS”) is one of the fastest and latest growing segments in pharmaceutical market. CRAMS basically consists of the following two activities:

Contract research: A Contract research organization renders services on a contract basis in the form of preclinical and clinical research services to the pharmaceutical and biotechnology industries.

Contract manufacturing: A Contract manufacturing organization makes pharmaceutical products under contract and delivers its client with wide range of services from drug development to manufacture.

The past few years have been highly turbulent for the pharmaceutical industries particularly in the North American and European economies, with the operations being severely mitigated by a patent cliff and economic recession occurring at the same time. The resulting turmoil significantly changed the structure of global


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CRAMS industry with countries such as India and China assuming greater importance in the recent years. The increasing need for effective and safe drug discovery and manufacturing has been driving the revenues of global CRAMS industry, which reached USD ~ billion in 2013 representing a CAGR of 13.1% during 2007-2013. The US has been the largest contributor in the global CRAMS industry with a contribution of 39.8% in 2013 declining from 45.6% in 2007. The fall in its contribution was due to rising contribution of India and China which reached 5.4% and 4.0% respectively in 2013.

The global CRAMS industry is expected to grow substantially in the coming years. The growth would be supported by factors such as increased government spending on the healthcare sector in developing nations, increased competition in the pharmaceutical industry and increasing efficiency, availability and flexibility of outsourcing at lower cost. The industry would continue to witness a shift of the outsourcing activities from the Western countries to the emerging countries. For instance, India's share in the global CRAMS industry is anticipated to reach 8.3% in 2018 from 5.4% in 2013.

The Indian CRAMS segment, valued at USD 9.3 billion in 2014, is estimated to grow by over 20% to touch USD 19 billion by 2018. The present share of Indian manufacturers in the global CRAMS segment is only 5% and is expected to rise to 7-8%, driven by higher growth.

The key drivers for Indian CRAM players include: New drug development is a time consuming process. It takes about 10-15 years

from inception to launch a new drug. Outsourcing research work on complex molecules can help reduce drug development time.

As innovator companies are shifting their focus towards core competence, innovator companies are increasingly outsourcing non-core activities to improve cost efficiencies and productivity.

With patent expiries forthcoming, innovators are expected to outsource work to low cost destinations. (Source: www.careratings.com, https://www.thestreet.com, http://ubmindiapharmapublications.com)


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Evolution of the Indian Pharma Sector

(Source: www.ibef.org)

Investments in Pharma Sector

It is the intent and objective of the Government of India to attract and promote foreign direct investment (“FDI”) in order to supplement domestic capital, technology and skills, for accelerated economic growth. FDI, as distinguished from portfolio investment, has the connotation of establishing a 'lasting interest' in an enterprise that is resident in an economy other than that of the investor.

The Union Cabinet has given its nod for the amendment of the existing FDI policy in

the pharmaceutical sector in order to allow FDI up to 100 per cent under the automatic route for manufacturing of medical devices subject to certain conditions.

The drugs and pharmaceuticals sector attracted cumulative FDI inflows worth US$

14.53 billion between April 2000 and December 2016, according to data released by the Department of Industrial Policy and Promotion (DIPP).


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Some of the major investments in the Indian pharmaceutical sector are as follows:

Piramal Enterprises Ltd acquired a portfolio of spasticity and pain management drugs from UK-based specialty biopharmaceutical company Mallinckrodt Pharmaceuticals, in an all-cash deal for Rs1,160 crore (US$ 171 million).

Sun Pharmaceutical Industries Ltd, India's largest drug maker, has entered into an agreement with Switzerland-based Novartis AG, to acquire the latter’s branded cancer drug Odomzo for around US$ 175 million.

India’s third largest drug maker Lupin Limited plans to file its first biosimilar Etanercept for approval in Japan, world’s second largest drug market, in 2017.

Lupin has completed the acquisition of US-based GAVIS Pharmaceuticals in a deal worth US$ 880 million, which is expected to enhance its product pipeline in dermatology, controlled substances and high-value speciality products.

Cipla announced the acquisition of two US-based companies, InvaGen Pharmaceuticals Inc. and Exelan Pharmaceuticals Inc., for US$550 million

Strides Arcolab entered into a licensing agreement with US-based Gilead Sciences Inc to manufacture and distribute the latter's cost-efficient TenofovirAlafenamide (TAF) product to treat HIV patients in developing countries. The licence to manufacture Gilead's low-cost drug extends to 112 countries.

(Source: www.ibef.org and www.indianembassy.at )

Future Prospects

The Indian pharmaceutical market size is expected to grow to US$ 100 Bn by 2025, driven by increasing consumer spending, rapid urbanization and raising healthcare insurance among others. The growth in domestic sales would also depend on the ability of companies to align their product portfolio towards chronic therapies for diseases such as cardiovascular, anti-diabetes, anti-depressants and anti-cancers that are on the rise.

The Indian government has taken many steps to reduce costs and bring down healthcare expenses. Speedy introduction of generic drugs into the market has remained in focus and is expected to benefit the Indian pharmaceutical companies. In addition, the thrust on rural health programs, lifesaving drugs and preventive vaccines also augurs well for the pharmaceutical companies.

(Source: www.ibef.org )


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BUSINESS OVERVIEW

The Company is a public company limited by shares, incorporated on July 17, 2007 under the provisions of Companies Act, 1956 and having its registered office in Ahmedabad, Gujarat. The name of the Company has been changed from Carbogen Amcis (India) Limited to Dishman Carbogen Amcis Limited vide Certificate of Incorporation issued by the Registrar of Companies, Gujarat dated 27th March, 2017, pursuant to Scheme of Arrangement and Amalgamation among erstwhile DPCL, CAIL and DCL and their respective creditors and shareholders.

The Company is a global outsourcing partner for the pharmaceutical industry offering a

portfolio of development, scale-up and manufacturing services. The products and services offered span customer needs from chemical development to commercial manufacture and supply of active pharmaceutical ingredients.

The Company is engaged in CRAMS and manufacturing and supply of marketable

molecules such as specialty chemicals, Phase Transfer Catalysts (PTCs), Generic API’s and Intermediates. It also manufactures Vitamin D and its analogues, cholesterol, lanolin related products and industrial disinfectants through its subsidiaries.

DCAL along with its subsidiaries, step-down subsidiaries and other group companies

(“Dishman Group”) has a relationship driven business model that improves its customer businesses by providing a range of solutions at locations in Europe, China and India.

It is a truly global and integrated CRAMS player with strong capabilities across the

value chain and has presence across the world servicing customers from all the key advanced markets including US, Europe and Asia. It possesses a wide range of research competencies and nine manufacturing capacities across multiple continents and countries, including Switzerland, UK, France, China and India.

Manufacturing Facilities

The Company operates 9 manufacturing sites in total – 4 in Switzerland; 2 in India; and one each in UK, France and China.

India – DCAL has two major manufacturing facilities in India which are as follows:

- Bavla: This facility is located nearly 35 kms from head office of the Company and is the state of art R&D Centre with 64 fume hoods and 200 scientists focused on process development and industrialization, working in continuous 3 shift, 6 day R&D operations. The units at Bavla are FDA inspected and validated CGMP facilities for manufacture of pharmaceutical intermediate and Active Pharmaceutical Ingredients (“API”). Recently the renewal of USFDA inspection for the facility has been successfully completed. The facilities at Bavla are Multi-purpose high potential API facilities with DCS controlled automated glove box technology.

- Naroda: This facility is located nearly 15 kms from Ahmedabad and has the R&D laboratory and Pilot plant facility with 8 reactors from 50L to 500L scale. The plant is CGMP approved and ISO 9001 certified. It is mainly involved in Manufacture


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and supply of quaternary ammonium compounds (Quats), phosphonium high purity quats, phosphoranes, wittig reagents, fine chemicals and pharmaceutical intermediates.

China – The facility at China is located on Shanghai Chemical Industrial Park, Shanghai. It is a fully integrated CGMP manufacturing site focused on production and supply of pharmaceutical intermediates and APIs. It has modern design, inherent flexibility to address most API challenges and contains 10 reactors from 2500L to 8000L scale. The plant is fully qualified process control and monitoring systems with on-site bulk solvent storage and waste treatment facilities.

United Kingdom – The Manchester site specializes in process development and

custom synthesis of pharmaceutical intermediates. The larger production capacity (up to 4,500 L) allows the efficient production of early-phase APIs and large-scale intermediates.

France - CARBOGEN AMCIS SAS, Riom site focuses on formulation, aseptic filling, and lyophilization of APIs, cytotoxics and other highly potent drugs and biologics with a primary focus on formulation of new products and supply of preclinical and clinical batches of injectable in liquid or freeze-dried forms. This site is inspected by French Health Authority-ANSM.

Switzerland – CARBOGEN AMCIS AG was acquired by the erstwhile DPCL in

August 2006. The company is a leading service provider, offering a portfolio of drug development and commercialisation services to the pharmaceutical and biopharmaceutical industries at all stages of drug development. CARBOGEN AMCIS AG has the following facilities in Switzerland in:

− Aarau: This plant is the primary location for chromatography and product

handling facilities. It primarily focuses on process research and early-phase API supply with 100 employees. The facility is inspected by Swiss Medic and US FDA.

− Neuland: It is a primary location for ICH stability studies and solid state services with 40 employees. It is inspected by the Swiss Medic, Korean Health Authority-MFDS and US FDA.

− Bubendorf: It has a laboratory, administration and containment facilities with 220 employees and a multi-purpose clean room dedicated for purification of high-potent by HPLC process. This site is mainly concerned with process optimisation and supply of late-phase and commercial APIs and is inspected by FDA, Swiss Medic and Korean Health Authority – MFDS.

− Vionnaz: This facility is responsible for significant increase in development and manufacturing capacity on High potent APIs.

Strengths of the Company

Capabilities across the entire CRAMS value chain: The “Dishman” brand is perceived by global customers as a preferred global outsourcing partner with capabilities across the entire CRAMS value chain, with services ranging from process R&D and pilot supply, to full scale and commercial manufacturing from purpose built and dedicated facilities. The Dishman Group’s Indian and Chinese facilities possess


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strong chemistry skill sets – a large dedicated multiple shift R&D operations and dedicated production facilities for APIs, intermediates, with dedicated API manufacturing capacity at India and China.

High Potency API Capability: The Group has invested in world class capabilities to

address the Anti-Body Conjugates (ADC) market. Coupled with 14 years of High Potency (“HiPo”) API experience, the HiPo API business will represent a significant opportunity for step change in the Group’s top and bottom line growth. The Group has a strongly differentiated set of capabilities in the HiPo API arena with pre-clinical API, phase 1/phase 2/phase 3 and commercial API and up to clinical Ph2 parenteral dosage form capabilities. All these capabilities remain in-house and underwritten by a consolidated project management capability to take customers from pre-clinical stages through to commercial manufacturing of APIs.

Unparalleled Capabilities in scaled-up Commercial Manufacture: The Group offers

unparalleled capability in scaled-up commercial manufacture of highly potent compounds and vitamins. The Group provides state of-the-art containment services. All facilities operate to cGMP and can produce materials for pre-clinical testing, clinical trials and commercial use. DCAL’s HiPo API facility at Bavla, coupled with the capabilities in HiPo API in Switzerland, provide a customer compelling set of assets and technical skills. The HiPo API facility in Bavla, Unit 9, is world-class, designed and constructed with current state-of-the-art systems and procedures which ensure complete continuity with facilities in Switzerland, thus providing a complete end-to-end API supply chain under one roof.

Customer Service: The Company has a relationship driven business model that invests

in pharmaceutical companies rather than competing with them. Transparency is maintained through open, responsive customer service and project management.

Supply Security: Adequate supply to all customers is ensured because of technical and

manufacturing excellence in multiple-site and multiple country locations. The Company has a strong, tenured leadership at corporate and local levels and protects the interests of the customers like their own interests.

Seamless Integration of our Capabilities–The Company has been successful in

integrating its capabilities across our Swiss, India and China development and manufacturing facilities, which has helped to start utilizing the global capacities in an optimal manner. Unit 9 is implementing projects that have been successfully transferred to Bavla, after being developed at the Swiss facility in its early stages.

Strategies adopted by the Company

Higher asset turnover with efficient capacity utilization: The Company intends to

improve its capacity utilization through focus on large number of small & midsize companies, efficient utilization of HIPO facility, India and China facility and targeting new geographies with increased penetration in the US market and leverage cross selling opportunities.

Focusing on Margin Improvement – The Company intends to improve its margin

with the help of the following:


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− Better churning of existing capacities with focus on Low Volume High Value Orders

resulting into better margins − Incremental Revenues from HIPO business where Margins are higher in the range of

40-50% EBIDTA Level. − Margin improvement from value added order execution from renovated Vitamin D

facility in Netherlands.

Reduction in Leverage and Improvement in Return Ratios: The Company plans not to incur any further major capital expenditure for the next two years and the incremental cash flows can be utilised for the payment of the long term debts of the Company resulting in a robust Balance Sheet and improved return ratios.

Products Offered

The Company provides a wide range of products to the global market, including an extensive range of reagents, specialty chemicals, APIs and their intermediates as under:

Products Offered

Vitamins & chemicals˗ Vitamin D2˗ Vitamin D3˗ Vitamin D Analogues˗ Cholesterol and

lanolin related products

Specialty Chemicals˗ phase transfer

catalysts˗ APIs˗ Intermediates˗ Fine Chemicals

Disinfectants˗ Antiseptics˗ Disinfectants

Generic API˗ APIs˗ Intermediates

Principal Competitors Our business model is different from the business models of other companies. Hence, no particular company with the exact business can be easily located. However, Divi’s Laboratories Ltd, Syngene International Ltd, Suven Life Sciences Ltd and Jubilant Life Sciences Ltd are few companies with similar business models. Research and Development (“R&D”) Research is a critical thrust area for the Company because it is the foundation upon which Company’s strategy of manufacturing and marketing stands. Globally, the Dishman Group has more than 550 scientists and with more than 300 Doctorates as Senior Scientists, 200 Scientists and 50 Doctorates working in India, the Company has one of the biggest R&D force in India. The Company has state-of-the-art R&D centre at Bavla Plant. It has 13 multi-purpose R&D cum production units at Bavla and 2 multi-purpose production units at Naroda, near Ahmedabad, Gujarat. The Company also has manufacturing and R&D facilities at


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Switzerland, France, the UK and Netherlands. The Greenfield manufacturing facility is located at Shanghai Chemical Industry Park, Shanghai, China. During FY 2015-16, the erstwhile DPCL spent part of the incremental capital expenditure on acquiring newer and very sophisticated analytical instruments at the R&D centre at Sanand, Gujarat enabling it to undertake extremely complex and high-cost research projects in steroids and oncology drugs, among others. In addition to this, the Scientific Department was equipped with the latest and comprehensive databases for research and marketable molecules. As part of the global unification program, the technical exchange between sites in the Netherlands, Switzerland and India were increased. Human Resources (“HR”) The Company believes in the concept of human empowerment. It firmly believes that HR are the most important assets of the organization. Though not represented in the financial statements, however, they influence the growth, progress, profits of the Company and the shareholders’ values. The vision and mission of the Company is to create a culture and value system along with the required behavioural skills so as to ensure achievement of its short and long-term objectives. The Company, as on 30th April, 2017, has 930 employees on its payroll and continues to attract excellent talent both from within and outside India. The details of our employees as on 30th April, 2017 are shown below:

Employee Category No. of employees Whole-time Directors 3 Managerial 121 Chemists/Scientists 566 Support Staff 240

Total 930 Insurance The Company has maintained a comprehensive insurance against majority of the risks related to its productions units and godowns including the building, plant & machinery, furniture & fittings, inventory such as raw materials, finished goods, semi-finished goods, consumables, catalyst, spares, stores, packing material, goods held in trust, stock in progress, stocks of third parties, etc. along with add on covers viz. earthquake cover, business interruption, increased cost of working etc. Other risks relating to burglary and housebreaking, vehicles, goods in transit have also been adequately insured. With respect to the employees, the Company has also taken insurance for group health policy and group accident policy. The policies taken by the Company adequately covers the assets of the Company and also provide additional covers.


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Properties The following table sets forth the significant properties of the Company:

Sr. No. Location Land Area (sq.

yards) Status Use of Property

1 Bavla 1,04,476.91 Freehold Plant 2 Ahmedabad 2,905 Freehold Corporate House 3 Naroda 18,925.42 Leasehold Plant 4 Bavla – SEZ Land 3,57,784.59 Leasehold Surplus Land

In addition to the above properties, the Company also has other freehold properties which are used for the operations of its businesses.


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HISTORY AND CERTAIN CORPORATE MATTERS

Our Company was incorporated as Carbogen Amcis (India) Limited on July 17, 2007 under the Companies Act, 1956 with the Registrar of Companies, Gujarat. The Registered Office of the Company is at Bhadr-Raj Chambers, Swastik Cross Roads, Navrangpura, Ahmedabad, Gujarat – 380 009. There has been no change in the registered office of our Company since its incorporation. The name of the Company has been changed from Carbogen Amcis (India) Limited to Dishman Carbogen Amcis Limited with effect from 27th March, 2017 pursuant to the Scheme and the fresh Certificate of Incorporation issued by the Registrar of Companies. The Corporate Identification Number of our Company is U74900GJ2007PLC051338. Our Main Objects The main objects of our Company as set forth in the Memorandum of Association of our Company are as follows: 1. To carry on in India or else where the business to manufacture, produce, assemble,

alter, acquire, build, convert, commercialize, design, develop, display, demonstrate, equip, fabricate, repair, maintain, modify, market, machine, recondition, remodel, import, export, buy, sell, resale, research, and to act as agent, broker, financer, stockist, supplier, contractor, consultant, engineer, collaborator or otherwise to deal in all types of medical equipments, automatic, semi-automatic, digital, electronic and electrical instruments, apparatus, machineries, tools their parts fittings, components and accessories used in healthcare, treatment, diagnosis, research, test cure operation and for saving life of human beings and to carry on the business either itself and/or for others as manufacturers, representatives, dealers, factors, agents, stockists, suppliers, consultants, exporters, importers, traders, wholesalers, retailer, packers, general druggists, distributors, to markets, assemble, distribute/redistribute, pack, repack, store all kinds, types, nature and description of bulks drug, active pharmaceutical ingredients, liquid drugs, drug intermediates, fine chemicals, dyes intermediates, custom synthesis, pharmaceutical formulation in any form and their intermediates and raw materials, medicines, common medical preparations, spirits, mixture, powder medicates, cosmetics, tablets, pills, capsules, antibiotics, vitamins, multivitamins, vitamin preparation, medicine coating, contraceptives, vaccines, veterinary medicines and preparations, tinctures, inactions, water for injection, ointments, lotions, triturations, globules, tonics in the form of injectable and transfusion solution, compounds, syrups, granules, drops, platters, adhesives, band aid, bandage, inhaler, inharub, health products, mother tinctures, glucose, nourishment foods, auxiliaries for human and for animals, birds, insects, consumption and application prescribed, under any branch of medicine, including allopathy, homeopathy, herbal, ayurved, unani, naturopathy, osteopathy for oral, intra muscular, intra dermal, parenteral and external application, under any therapy for whatever purpose such as prevention, cure prophylactic and nourishment to undertake Toll Manufacturing or Contract Manufacturing of third party in Chemical and Pharma products and Contract Research in the area of pharmaceutical, chemicals, speciality chemicals and all other related chemical fields.


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2. To carry on business of manufacturers, dealers, buyers, sellers, importers and exporters of pharmaceuticals, medical and chemical preparations (including synthetic and other vitamin preparations) and drugs, compounds such as yeats, vitamins, hormones, protein, aminoacids, preparations containing minerals and medicines.

3. To manufacture, buy, sell, import, export and otherwise deal in all types of medical and

Surgical instruments, equipments, tools and machineries. 4. To carry on the business either itself and/or for others as manufacturers, representatives,

dealers, factors, agents, stockists, suppliers, consultants, exporters, importers, traders, wholesellers, retailers, packers, general druggists, distributors, to markets, assemble distribute/redistribute, pack, repack, store all kinds, types, nature and description of pharma formulators in compressed tablet manufacturing, Simultaneously, bulk drug, liquid drugs, drug intermediates, fine chemicals, dyes intermediates, custom synthesis, pharmaceutical formulations, medicines, common medical preparations, disinfection formulation, spirits, mixtures, powder, medicates, cosmetics, tablets, pills, capsules, antibiotic, vitamins, multi vitamins, vitamin preparations, medicine coating, contraceptives, vaccines, veterinary medicines and preparations, tinctures, inactions, water for injections, ointments, lotions, triturations, globules, tonics in the form of injectable and transfusion solutions, compounds, syrups, granules, drops, platers, adhesives, inhaler, inharub, health products, mother tinctures, glucose, nourishment foods, auxiliaries for human and/or animals, birds, insects, consumption and application prescribed under any branch of medicine including allopathy, homeopathy, herbal, ayurved, unani, naturopathy osteopathy for oral, intra muscular, intra dermal, parenteral and external application under any therapy for whatever purposes such as prevention, cure prophylactic and nourishments."

Changes in the Memorandum of Association of our Company since incorporation

Date Particulars

16th December, 2015

References of specific sections of Companies Act, 1956 and the Rules made thereunder mentioned in the various objects of sub-clause [B] of Clause III of the Memorandum of Association were replaced with the relevant sections of Companies Act, 2013 and Rules framed thereunder.

Deletion of other objects contained in Clause III (C) as

contemplated in the Companies Act, 2013. Sub-division of the share capital of the Company into five Equity

Shares of face value of Rs.2/- (Rupees Two only) each from the face value of Rs.10/- (Rupees Ten only) each.

27th March, 2017 Change of name of the Company from “Carbogen Amcis (India)

Limited” to “Dishman Carbogen Amcis Limited” pursuant to the Scheme.

Pursuant to Scheme

Following changes pursuant to the Scheme of Arrangement and Amalgamation: Insertion of sub-clause 2, 3 and 4 after sub-clause 1 of Clause III A

of the Main Object Clause of the Memorandum of Association.


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Date Particulars Clause V replaced in order to combine the authorised share capital

of DPCL and DCL in CAIL. Changes in the activities of our Company during the last five years There are no changes in the activities of our Company during the last five years from the date of this Information Memorandum which may have a material effect on our profits except that pursuant to the Scheme, the Company has taken over the business activities of erstwhile Dishman Pharmaceuticals and Chemicals Limited. Capital raising activities through equity or debt Except as otherwise mentioned in the sub-section titled “Capital Structure” under Section “Introduction” on page 27 of the Information Memorandum, our Company has not raised any capital by way of equity or convertible debentures. Defaults or rescheduling of borrowings from financial institutions/ banks and conversion of loans into equity We have not defaulted or rescheduled any of our borrowings from financial institutions / banks. Further, none of our loans have been converted into Equity Shares. Our Holding Company Bhadra Raj Holding Private Limited is our holding company as on the date of this Information Memorandum.


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SUBSIDIARIES, STEP DOWN SUBSIDIARIES AND JOINT VENTURES A. Subsidiary Companies:

Dishman Europe Ltd.

The company was incorporated in England and Wales on July 15, 1997 and has its registered office situated at Suite 4 De Walden Court, 85 New Cavendish Street, London, W1W 6XD United Kingdom. It is involved in the importation and distribution of chemical and pharmaceutical products. The registered number of the company is 03406047. It has following subsidiaries: (i) Dishman Netherlands B.V. (100%) (ii) Innovative Ozone Services Inc. (51%) Directors of the company: Janmejay R. Vyas Arpit J. Vyas Mark C. Griffiths

Shareholding pattern of the company is as follows:

Sl. No Name No of shares of £1 each % holding

1. Dishman Carbogen Amcis Limited 1,59,000 100%

Total 1,59,000 100%

Audited Financial Data: ( in £)

Particulars 31-03-2016 31-03-2015 31-03-2014 Sales and other income 4,21,45,473 2,81,30,556 2,72,29,832 PAT 54,58,491 1,48,822 7,53,521 Equity Capital 1,59,000 1,59,000 1,59,000 Reserve & Surplus 75,31,563 38,42,372 36,93,550 EPS 34.33 0.94 4.74 Conversion Rate (INR/£) 95.12 92.6 99.79

Dishman USA Inc.

Dishman USA Inc. was incorporated under New Jersey Business Corporation Act on July 21, 1998. It is engaged in the marketing and distribution of Dishman group products in North America. The registered office of the company is situated at 476, Union Avenue, Second Floor, Middlesex, New Jersey 08846. The registered number of the company is 22-3599454.

Directors of the company: Bharat P. Padia Jayesh A. Shah Bhavesh Oza


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Sl. No Name No of shares of $1 each % holding


Total 3,00,000 100%

Audited Financial Data: ( in $)

Particulars 31-03-2016 31-03-2015 31-03-2014 Sales and other income 1,59,01,608 1,53,38,828 1,47,42,536 PAT 3,23,991 2,64,727 2,20,919 Equity Capital 3,00,000 3,00,000 3,00,000 Reserve & Surplus 21,55,656 18,31,665 15,66,938 EPS 1.08 0.88 0.74 Conversion Rate (INR/$) 66.25 62.5 59.89

Dishman International Trading (Shanghai) Co. Ltd.

Dishman International Trading (Shanghai) Co. Ltd. was incorporated on February 17, 2004. Its principal business activities include leechdom & chemicals international trading, trading and trading agent between the companies registered within the free trade zone. The registered office of the company is situated at Room 6003, Level 6, 333 Fute West First Road, Free Trade Zone District, Shanghai 200131, China. The Legal Entity Business License Number of the company is 913101157585966960. It has a wholly owned subsidiary in China named Shanghai Yiqian International Trade Co. Ltd. Director of the company: Alan Eric Fisher


Sl. No Name Share capital (in CNY) % holding


Total 16,54,414 100%

Audited Financial Data: (in CNY)

Particulars 31-12-2016 31-12-2015 31-12-2014 Sales and other income 1,08,38,947 1,04,44,349 1,92,30,515 PAT (46,324) 1,08,558 2,52,219 Equity Capital 16,54,414 16,54,414 16,54,414 Reserve & Surplus 46,33,298 46,79,622 46,53,643 Conversion Rate (INR/CNY) 9.78 10.18 10.28


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Dishman Switzerland Ltd.

Dishman Switzerland Ltd. was incorporated on November 24, 2005. It operates as a marketing entity and is engaged in the activity of importation and distribution of chemical and pharmaceuticals products. In addition, it also collects market information about the Company`s products in the areas served by it and analyses the data based market trends. The registered office of the company is situated at Les Vernets 2, CH-2035 Corcelles, Switzerland. The registered number of the company is CHE-112.647.568. It holds 49% of the share capital of Innovative Ozone Services Inc. Director of the company: Christian Eich


Sl. No Name No of shares of CHF 1 each % holding


Total 10,30,000 100%

Audited Financial Data: (in CHF)

Particulars 31-03-2016 31-03-2015 31-03-2014 Sales and other income 15,017 15,018 16,899 PAT 5,739 165 1,512 Equity Capital 10,30,000 10,30,000 10,30,000 Reserve & Surplus (3,83,195) (3,88,934) (3,89,099) EPS 0.0056 0.0002 0.0015 Conversion Rate (INR/CHF) 68.93 64.27 67.57

Carbogen Amcis Holding AG (Formerly known as Dishman Pharma Solutions

AG)

Carbogen Amcis Holding AG was incorporated on August 8, 2006. It is a holding company incorporated as a special purpose vehicle to acquire business of Carbogen Amcis AG. In addition, it also collects market information about the Company`s products in the areas served by it and analyses the data based market trends. The registered office of the company is situated at Hauptstrasse 171, CH-4416 Bubendorf, Switzerland. The registered number of the company is CHE-113.053.124. It has following investments: (i) Carbogen Amcis AG (100%) (ii) Carbogen Amcis SAS (100%) (iii) Carbogen Amcis Ltd. (100%)

Directors of the company: Janmejay R. Vyas Arpit Vyas Mark C. Griffiths


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1. Dishman Carbogen Amcis Limited

28,000,000 100%

Total 28,000,000 100%

Audited Financial Data: ( in CHF)

Particulars 31-03-2016 31-03-2015 31-03-2014 Sales and other income 56,78,603 50,99,879 1,05,20,063 PAT 37,39,407 29,75,632 84,96,314 Equity Capital 2,80,00,000 2,80,00,000 2,80,00,000 Reserve & Surplus 4,09,76,029 4,00,36,623 4,01,60,991 EPS 0.13 0.11 0.303 Conversion Rate (INR/CHF) 68.93 64.27 67.57

Carbogen Amcis (Shanghai) Co. Ltd. (Formerly known as Dishman

Pharmaceuticals and Chemicals (Shanghai) Co. Ltd.)

Carbogen Amcis (Shanghai) Co. Ltd. was incorporated on September 13, 2006. The certification no. of the company is 913100007927560087 with an approved operating period from 13 September, 2006 to 12 September, 2056. The registered office of the company is situated at No. 69 Shungong Road, Shanghai Chemical Industry Park, Shanghai 201507, China. The company is engaged in the development and production of pharmaceuticals, cosmetics (daily chemical), agriculturally fine organic intermediates and the amine salts and phosphate salt catalyst, for disinfectants, surfactants, water treatment and electronics; sales of self-made products and provide after-sales services. Director of the company: Janmejay R. Vyas Shareholding pattern of the company is as follows:

Sl. No Name Share Capital (in CNY) % holding

1. Dishman Carbogen Amcis Limited 11,54,44,408 100%

Total 11,54,44,408 100%

Audited Financial Data: ( in CNY)

Particulars 31-12-2016 31-12-2015 31-12-2014 Sales and other income 5,65,27,865 4,98,82,999 75,62,499 PAT (1,16,34,278) 33,73,032 (18,191) Equity Capital 12,84,50,941 11,54,44,408 9,08,35,734


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Reserve & Surplus (10,87,77,348) (9,71,43,070) (10,05,16,102) Conversion Rate (INR/CNY) 9.78 10.18 10.28

Dishman Japan Ltd.

Dishman Japan Ltd was incorporated on April 3, 2007. It operates as a marketing entity and is engaged in the activity of importation and distribution of chemical and pharmaceuticals products. In addition, it also collects market information about the Company`s products in the areas served by it and analyses the data based market trends. The registered office of the company is situated at Tokyo Club Bldg. 11F, 3-2-6 Kasumigaseki, Chiyoda-ku, Tokyo 100-0013, Japan. The registered number of the company is 0100-01-108178. Directors of the company: Dr. Junichi Kato Pascal Villemagne Shareholding pattern of the company is as follows:

Sl. No Name No of shares of JPY 50000 each % holding

1. Dishman Carbogen Amcis Limited 2,992 100%

Total 2,992 100%

Audited Financial Data: ( in JPY)

Particulars 31-03-2016 31-03-2015 31-03-2014*

Sales and other income 5,75,64,977 37,55,13,146 56,87,91,631 PAT 3,40,84,263 (7,94,74,182) (5,32,70,516) Equity Capital 14,96,00,000 14,96,00,000 14,96,00,000 Reserve & Surplus (22,66,65,324) (26,07,49,587) (18,12,75,405) EPS 11,392 (26,562) (17,804) Conversion Rate (INR/JPY) 0.59 0.52 0.58

*Represents unaudited financial information as the same is not required statutorily in Japan. Dishman Australasia Pty. Ltd.

Dishman Australasia Pty. Ltd was incorporated on July 27, 2007. It operates as a marketing entity and is engaged in the activity of importation and distribution of chemical and pharmaceuticals products. In addition, it also collects market information about the Company`s products in the areas served by it and analyses the data based market trends. The registered office of the company is situated at Unit 1012 3, Herbert Street, ST LEONARDS, NSW 2065. The registered number of the company is 126 763 835. Directors of the company: Mansi J. Vyas


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Sl. No Name No of shares of AUD 1 each % holding


Total 1,00,000 100%

Audited Financial Data: (in AUD)

Particulars 31-03-2016 31-03-2015 31-03-2014 Sales and other income 5,30,666 8,87,749 6,58,468 PAT 39,072 1,03,195 54,722 Equity Capital 1,00,000 1,00,000 1,00,000 Reserve & Surplus (52,090) (91,162) (1,94,357) EPS 0.39 1.03 0.55 Conversion Rate (INR/AUD) 50.71 47.53 55.48

Dishman Middle East (FZE)

Dishman Middle East was incorporated on March 22, 2011. It operates as a marketing entity and is engaged in the activity of importation and distribution of chemical and pharmaceuticals products. In addition, it also collects market information about the Company`s products in the areas served by it and analyses the data based market trends. The registered office of the company is situated at P.O.Box No. 122685, Sharjah – U.A.E. The registered number of the company is 919. Directors of the company: Bharat P. Padia


Sl. No Name No of shares of

UAE AED 1,50,000 each

% holding

1. Dishman Carbogen Amcis Limited 6 100%

Total 6 100%

Audited Financial Data: (in UAE AED)

Particulars 31-01-2016 31-01-2015 31-01-2014 Sales and other income 45,286 43,130 40,556 PAT 35,965 (12,197) (2,536) Equity Capital 9,00,000 9,00,000 1,50,000 Reserve & Surplus (20,807) (56,772) (44,575) EPS 5,994 (2,033) (423) Conversion Rate (INR/UAE AED) 18.43 16.88 17.00


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Dishman Carbogen Amcis (Singapore) Limited

Dishman Carbogen Amcis (Singapore) Limited was incorporated on 13th July, 2016. It operates as a marketing entity and is engaged in the activity of importation and distribution of chemical and pharmaceuticals products. In addition, it also collects market information about the Company`s products in the areas served by it and analyses the data based market trends. The registered office of the company is situated at 600 North Bridge Road, #05-01, Parkview Square, Singapore 188778. The registered number of the company is 201619104H.

Directors of the company: Arpit J. Vyas Lim Boon Cheng Robin


Sl. No Name No of shares of S$ 1 each % holding


Total 10 100% (Note: Since the company was incorporated on 13th July, 2016, the financials of the company are not available as on the date of the Information Memorandum)

B. Step-down Subsidiary Companies

Innovative Ozone Services Inc. (IO3S)

Innovative Ozone Services Inc. was incorporated on January 31, 2006. It operates as a marketing entity and is engaged in the activity of importation and distribution of chemical and pharmaceuticals products. The registered office of the company is situated at Les Vernets 2, CH-2035 Corcelles, Switzerland. The registered number of the company is CHE-109.494.755.

Director of the company: Christian Eich


Sl. No Name No of shares of CHF 1,000 each % holding

1. Dishman Europe Limited 97 51% 2. Dishman Switzerland Limited 93 49%

Total 190 100%

Unaudited Financial Data*: (in CHF)

Particulars 31-03-2016 31-03-2015 31-03-2014 Sales and other income 42,960 (11,312) 87,894 PAT 32,038 (28,137) 75,067 Equity Capital 1,90,000 1,90,000 1,90,000


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Reserve & Surplus (21,02,641) (20,04,713) (19,76,576) EPS 169 (148) 395 Conversion Rate (INR/CHF) 68.93 64.27 67.57

* The financial statements of such companies are statutorily not required to be audited as per local laws of the country where it is incorporated.

Dishman Netherlands B. V.

Dishman Netherlands B. V. was incorporated on April 9, 2003. It is engaged in Manufacturing of Vitamin D3 Analogues and Cholesterol & lanolin related products. The registered office of the company is situated at Nieuweweg 2A, 3901BE, Veenendaal, the Netherlands. The registered number of the company is 27099441.

Directors of the company: Mark C. Griffiths


Sl. No. Name Share Capital (in EUR) % holding

1. Dishman Europe Limited 2,26,896 100% Total 2,26,896 100%

Audited Financial Data*:

(in EUR) Particulars 31-03-2016 31-03-2015 31-03-2014

Sales and other income 3,09,89,180 3,04,05,252 2,63,82,984 PAT 63,43,789 37,00,070 5,95,294 Equity Capital 2,26,896 2,26,896 2,26,896 Reserve & Surplus 1,90,21,174 1,51,77,389 1,14,77,318 Conversion Rate (INR/EUR) 75.38 67.07 82.46

*As per laws of the country, Cohecie Fine Chemicals B. V.(formerly known as Dishman Holland B.V.), a subsidiary of Dishman Netherlands B. V. does not prepare its books of accounts. The same are merged into the financials of its holding company. Further, it was struck off/wound-up w.e.f. 10th March, 2017.

Carbogen Amcis AG

Carbogen Amcis AG was incorporated on February 11, 1982. The company is a leading service provider in CRAMS, offering a portfolio of drug development and commercialisation services to the pharmaceutical and biopharmaceutical industries at all stages of drug development. The registered office of the company is situated at Hauptstrasse 171 CH-4416 Bubendorf, Switzerland. The registered number of the company is CHE-108.025.033.

Directors of the company: Janmejay R. Vyas Arpit Vyas Mark C. Griffiths


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1. Carbogen Amcis Holding AG 2,900 100% Total 2,900 100%

Audited Financial Data: ( in CHF)

Particulars 31-03-2016 31-03-2015 31-03-2014 Sales and other income 12,44,07,817 12,06,67,153 9,45,83,045 PAT 92,21,979 50,40,894 59,81,804 Equity Capital 14,50,000 14,50,000 14,50,000 Reserve & Surplus 4,36,64,092 3,94,42,112 3,89,01,218 EPS 3,180 1,738 2,063 Conversion Rate (INR/CHF) 68.93 64.27 67.57

Carbogen Amcis SAS, France

Carbogen Amcis SAS was incorporated on December 1, 2012. It is engaged in formulation, aseptic filling, and lyophilization of APIs, cytotoxics and other highly potent drugs and biologics with a primary focus on formulation of new products and supply of preclinical and clinical batches of injectable in liquid or freeze-dried forms. The registered office of the company is situated at 10 Rue des Boules, F-63200 Riom France. The registered number of the company is FR 20 539 099 069. Directors of the company: Pascal Villemagne Bertaud Marc Thueer Dieter


Sl. No Name No of shares of EUR 500 each % holding

1. Carbogen Amcis Holding AG 2,400 100% Total 2,400 100%

Audited Financial Data: (in EUR)

Particulars 31-03-2016 31-03-2015 31-03-2014 Sales and other income 44,19,068 19,70,233 20,64,144 PAT 8,78,859 90,154 (3,09,168) Equity Capital 12,00,000 12,00,000 12,00,000 Reserve & Surplus 6,62,776 (2,16,084) (3,06,237) EPS 366 38 (129) Conversion Rate (INR/EUR) 75.38 67.07 82.46


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Shanghai Yiqian International Trade Co. Ltd.

Shanghai Yiqian International Trade Co. Ltd. was incorporated on August 28, 2014. It operates as a marketing entity and is engaged in the activity of importation and distribution of chemical and pharmaceuticals products. The registered office of the company is situated at Room 106, Building 24, No.825, Fengzhe Road, Fengxian District, Shanghai 201417, China. The registered number of the company is 310120002479466. Director of the company: Alan Eric Fisher


Sl. No Name Share Capital in CNY % holding

1. Dishman International Trading (Shanghai) Co Ltd 30,00,000 100%

Total 30,00,000 100%

Audited Financial Data (in CNY)

Particulars 31-12-2016 31-12-2015 Sales and other income 39,93,750 23,10,863 PAT 23,226 (7,373) Equity Capital 30,00,000 30,00,000 Reserve & Surplus 15,223 (8,003) Conversion Rate (INR/CNY) 9.78 10.18

Carbogen Amcis Ltd. (U. K.)

The company was incorporated in England and Wales on April 21, 2005 and has its registered office situated at 303 Clayton Lane, Clayton, Manchester, M11 4SX United Kingdom. It is involved in the business of manufacture of chemicals and research, development and licensing for the chemical process industries. The registered number of the company is 05359655. It was wound up w.e.f 10th March, 2017.

Directors of the company: Dr S Fritschi Mr R Rhodes Mark C. Griffiths


Sl. No Name No of shares of £1 each % holding

1. Carbogen Amcis Holding AG 1 100% Total 1 100%


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Audited Financial Data: (in £)

Particulars 31-03-2016 31-03-2015 31-03-2014 Sales and other income 71,00,361 86,62,786 55,37,878 PAT 11,14,105 13,59,050 8,50,563 Equity Capital 1 1 1 Reserve & Surplus 30,10,282 24,27,439 10,68,389 EPS 11,14,105 13,59,050 8,50,563 Conversion Rate (INR/£) 95.12 92.6 99.79

C. The Joint Ventures entered by the Company:

CAD Middle East Pharmaceuticals Ind LLC

CAD Middle East Pharmaceuticals Ind LLC was incorporated on 3rd August, 2006. It is engaged in the manufacture of API. The registered office of the company is situated at P.O. Box 26721, Riyadh 11496, Saudi Arabia. The registered number of the company is 1010221859. Directors of the company: Eng. Ahmed Al-Rebdi Dr. Ali Alzawawi, Mr. Abdulaziz Alomair Mr. Mubarak Al-Muhimead Mr. Ahmed Al-Rasheed, Mr. Ali Abalkhail, Dr. Salah Al-Ateeqi, Shareholding pattern of the company is as follows:

Sl. No Name No of shares of SAR 1000 each % holding

1. Dishman Carbogen Amcis Limited 21,900 10.95%

2. SPIMACO 88,100 44.05% 3. ACDIMA 50,000 25% 4. Takamul 40,000 20%

Total 2,00,000 100%

Audited Financial Data: (in SAR)

Particulars 31-12-2015 31-12-2014 Sales and other income 18,29,26,344 7,56,174 PAT 1,37,68,253 (5,24,48,948) Equity Capital 20,00,00,000 7,30,00,000 Reserve & Surplus (11,76,62,144) (13,05,57,693) EPS 68.84 (718) Conversion Rate (INR/SAR) 18.06 17.61


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Nami Trading Co-FZE LLC

Nami Trading Co-FZE LLC was incorporated on 4th March, 2012. It is engaged in the trading of Fine & Specialty Chemicals and Pharmaceuticals products. The registered office of the company is situated at P.O. Box: 31291, Al – Jazeera Al – Hamra, Ras Al Khaimah. The registered number of the company is 5260 and it is registered with RAK Investment Authority Free Zone, UAE. . Director of the company: − Mr. Natverlal D. Shah Shareholding pattern of the company is as follows:

Sl. No Name No of shares of UAE AED 1000

each % holding

1. Nami Trading FZE 135 90%


Total 150 100%

Audited Financial Data (in UAE AED)

Particulars 31-03-2016 31-03-2015 31-03-2014 Sales and other income 8,00,228 8,00,226 8,33,613 PAT 3,47,918 3,55,398 3,55,845 Equity Capital 1,50,000 1,50,000 1,50,000 Reserve & Surplus 13,90,219 10,42,301 6,86,903 EPS 2,319 2,369 2,372 Conversion Rate (INR/UAE AED) 17.99 16.99 16.30

Strategic Partners As on date of this Information Memorandum, we do not have any strategic partners. Financial Partners As on date of this Information Memorandum, we do not have any other Financial Partner.


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OUR MANAGEMENT

Board of Directors Unless otherwise determined by the Company in General Meeting, the number of Directors shall not be less than three and not more than fifteen. The following table sets forth certain details regarding the Board of Directors of the Company: Sr. No

Name, Designation, Father’s Name, Address, Occupation Directorships in other entities

1. Mr. Janmejay R. Vyas Chairman & Managing Director s/o Mr. Rajnikant Thakorlal Vyas DIN: 00004730 Address: 39, Kaustubh House, Nr. Adesh Farm, Opp. Hira Roopa Hall, Ambli Bopal Road, Ahmedabad-380 058 Occupation: Business Date of Appointment: As a director on 17th July, 2007. As Chairman & Managing Director on 17th March, 2017 with the existing terms and conditions as approved by the Board of Directors and Shareholders of erstwhile DPCL pursuant to Scheme. Term expiration date: 29th February, 2020. The period of office of Mr. J. R. Vyas shall be liable to be determined by retirement of Directors by rotation. Nationality: Indian Age: 66

Dishman Biotech Limited (erstwhile Schutz Dishman Biotech Limited)

B. R. Laboratories Limited Bhadr-Raj Holdings Private Limited Adiman Technologies Private Limited Dishman Infrastructure Limited Dishman Europe Limited CARBOGEN AMCIS HOLDING AG

(formerly known as “Dishman Pharma Solutions AG”)

Carbogen Amcis AG CARBOGEN AMCIS (Shanghai) Co. Ltd.

(formerly known as “Dishman Pharmaceuticals and Chemicals (Shanghai) Co., Ltd.”)

2. Mrs. Deohooti J. Vyas Whole Time Director d/o Mr. Mahendrabhai K. Patel DIN: 00004876 Address: 39, Kaustubh House, Nr. Adesh Farm, Opp. Hira Roopa Hall, Ambli Bopal Road, Ahmedabad-380 058 Occupation: Business Date of Appointment: 17th March, 2017with the existing terms and conditions as approved by the Board of Directors and Shareholders of erstwhile DPCL pursuant to Scheme. Term expiration date: 2nd September, 2021. The period of office of Mrs. D. J. Vyas shall

Dishman Biotech Limited (erstwhile Schutz Dishman Biotech Limited)

B. R. Laboratories Limited Azafran Innovacion Limited. Bhadr-Raj Holdings Private Limited Adiman Technologies Private Limited Leon Hospitality Private Limited


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Sr. No


be liable to be determined by retirement of Directors by rotation. Nationality: Indian Age: 65

3. Mr. Arpit J. Vyas Managing Director & CFO s/o Mr. Janmejay R. Vyas DIN: 01540057 Address: 39, Kaustubh House, Nr. Adesh Farm, Opp. Hira Roopa Hall, Ambli-Bopal Road, Ahmedabad – 380 058 Occupation: Business Date of Appointment: As a Director on 7th April, 2012. As a Managing Director and CFO on 17th March, 2017 with the existing terms and conditions as approved by the Board of Directors and Shareholders of erstwhile DPCL pursuant to Scheme. Term expiration date: 31st May, 2019. The Period of office of Mr. A. J. Vyas shall be liable to be determined by retirement of Directors by rotation. Nationality: Indian Age: 30

Azafran Innovacion Limited Dishman Biotech Limited (erstwhile Schutz

Dishman Biotech Limited) Leon Hospitality Private Limited Carbogen Amcis AG CARBOGEN AMCIS HOLDING AG


Dishman Europe Limited Dishman Carbogen Amcis (Singapore)

Limited Aham Brahmasmi Entertainment Pvt. Ltd.

4. Mr. Mark C. Griffiths Director & Global CEO s/o Christopher Griffiths DIN: 06981744 Address: 48, St Aubins Avenue, Sothampton, SO19 8NW Occupation: Service Date of Appointment: 17th March, 2017 with the existing terms and conditions as approved by the Board of Directors and Shareholders of erstwhile DPCL pursuant to Scheme. Term expiration date: To be determined by retirement of Directors by rotation. Nationality: British Age: 52

Carbogen Amcis AG Covam Ltd. Dishman Europe Limited Dishman Netherlands B.V. CARBOGEN AMCIS HOLDING AG


CARBOGEN AMCIS LTD.

5. Mr. Sanjay S. Majmudar Director s/o Mr. Shailesh Majmudar

Aarvee Denim and Exports Limited AIA Engineering Ltd Keyur Financial Services Pvt. Ltd


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Sr. No


DIN: 00091305 Address: 24, Sumadhur Co.Op. Hsg. Society Ltd., B/h. Ocean Park, Ambawadi, Ahmedabad –380 015 Occupation: Professional Date of Appointment: 17th July, 2007. Further, on 17th March, 2017 the Board has redefined the terms and conditions of appointment of Mr. Sanjay S. Majmudar to be the existing terms and conditions as approved by the Board of Directors and Shareholders of erstwhile DPCL pursuant to Scheme. Term expiration date: 31st March, 2019 Nationality: Indian Age: 54

Welcast Steels Limited M & B Engineering Ltd. Adani Kattupalli Port Private Limited Adani Vizhinjam Port Private Limited

6. Mr. Ashok C. Gandhi Director s/o Chandrakant Gandhi DIN: 00022507 Address: 2, Prabhat Society, Paldi, Ahmedabad – 380 007 Occupation: Professional Date of Appointment: 17th March, 2017 with the existing terms and conditions as approved by the Board of Directors and Shareholders of erstwhile DPCL pursuant to Scheme. Term expiration date: 31st March, 2019 Nationality: Indian Age: 77

Amol Dicalite Limited Aarvee Denims & Exports Limited Ahmedabad Steel Craft Limited Bloom Dekor Limited Confederation of Indian Clubs

7. Mr. Subir Kumar Das Director s/o Mr. Amar Nath Das DIN: 02237356 Address: J - 602 Iscon Platinum, Nr. Bopal Cross Road, Village: Bopal, (Ct), Taluka: Daskroi, Ahmedabad – 380 058 Occupation: Retired GM of Bank of Baroda Date of Appointment: 17th March, 2017 with the existing terms and conditions as approved by the Board of Directors and Shareholders of

SME Mavens Foundation


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Sr. No


erstwhile DPCL pursuant to Scheme. Term expiration date: 14th December, 2019 Nationality: Indian Age: 63

8. Mr. Rajendra S. Shah Director s/o Shantilal Shah DIN: 00061922 Address: 289-C, Manekbaug Society, B/h. Manekbaug Hall, Ambawadi, Ahmedabad – 380 015 Occupation: Business Date of Appointment: 17th March, 2017 with the existing terms and conditions as approved by the Board of Directors and Shareholders of erstwhile DPCL pursuant to Scheme. Term expiration date: 1st April, 2020 Nationality: Indian Age: 69

Harsha Engineers Limited AIA Engineering Limited Transformers and Rectifiers (India) Limited Welcast Steels Limited Harsha Engineers (India) Private Limited Harsha Abakus Solar Private Limited Harsha Renewable Energy Private Limited

Brief Profile of Directors Mr. Janmejay R. Vyas has a bachelor’s degree in chemistry from St. Xavier’s College, Ahmedabad and a bachelor’s degree in Pharma & Fine Chemical Technology from the UDCT, Mumbai. During 1974 to 1983, he was acting as a consultant to various pharmaceuticals companies. He promoted the erstwhile DPCL in 1983 with 19 subsidiaries worldwide. He heads the R&D and production activities since more than 29 years and is also engaged in marketing of in-house technologies and products, research and production capabilities domestically and internationally. In 1987, he set up the Naroda facility, and later in1996, initiated the expansion of Bavla facility. In the recent past, he has been engaged in acquisition of several research-oriented companies, including Carbogen Amcis and Vitamin D business in Netherlands. He has been felicitated with (i) the “Bharatiya Udyog Ratan Award” in September, 2000 by the Indian Economic Development & Research Association, New Delhi, (ii) the ‘Outstanding Entrepreneur’ 1999 by the Federation of Gujarat Industries, Baroda and (iii) “AMA-Atlas Dy-Chem Outstanding Entrepreneur of the Year Award 2008” from Ahmedabad Management Association (AMA). Mrs. Deohooti J. Vyas holds a Bachelor’s Degree in Science from the Bombay University and has been associated with the Dishman Group since 1997. She has very rich experience in the field of Administration and Human Resource Development. She has been extremely instrumental in strategic decision making in the HR policies of the Company.


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Mr. Arpit J. Vyas has completed his Chemical Engineering degree from the University of Aston, Birmingham. He has gained a rich experience in the field of Marketing and has been extremely instrumental in the strategic decision-making processes, marketing policies and the overall operation of the Company’s plants worldwide. He is completely in charge of the corporate functions such as finance, legal, IT, marketing, sales, etc. Mr. Mark Griffiths holds a Master’s Degree in Science (Mechanical Engineering) from the University of Bristol. He has extensive background within the Pharma industry and has strong leadership skills. He has more than 33 years of experience in Strategy, Business Operation, Facility & Plant Engineering Design for pharmaceutical and chemical plants. Before joining the Dishman Group as Global CEO, he was the co-founder and joint owner of COSAM Developments Ltd., a multi-discipline pharmaceutical consultancy firm. He has been inducted on the Board from August 2014. Mr. Sanjay S. Majmudar has a rich experience of over 30 years as a Practicing Chartered Accountant. He is the Proprietor of the firm M/s. Sanjay Majmudar & Associates and also a Partner with M/s. Parikh & Majmudar. He has been the Chairman of the Editorial Committee of the Ahmedabad Chartered Accountants Association Journal in 1994-95. He has also been a Chairman of the NRRC Committee of the Chartered Accountants Association, Ahmedabad during 2000-01 and 2002-03. He has gained extensive experience in the areas of Finance, Corporate Law, Direct Tax and Auditing & Accounting. Mr. Ashok C. Gandhi has a wide and rich experience as the Senior Advocate. He is also a Partner with M/s. C. C. Gandhi & Co., Advocates, which is an eminent and reputed firm based in Ahmedabad. He has extensive experience and expertise in the field of Corporate Law. Currently, he holds the position of Trustee in various Trusts having benevolent objects. He is also a Member and President of various Societies and Committees. Mr. Subir Kumar Das has done his Masters in Management Studies (Finance), from the BHU, Varanasi. He has done his M.Sc. (Chemistry) and is a rank holder from the Lucknow University. He has also done his CAIIB from Indian Institute of Bankers, Mumbai. He has a rich experience of 35 years in the field of Banking, Administration and Management. He is presently working Guest Faculty of the National Institute of Bank Management, Pune, since June 2014, where he conducts sessions on Innovation, Strategy, Human Resource Management and Leadership. He is the retired GM of Bank of Baroda. Mr. Rajendra S. Shah is a Mechanical Engineer and the Chairman of Harsha Engineers Limited, which commenced operations in 1972 and manufactures bearing cages of any material and auto components. He is recognised as the “Best Entrepreneur 2001” by the Ahmedabad Management Association, Ahmedabad. He is serving as a President of the Society for the Welfare of the Mentally Retarded, a parent organization working for Welfare of Mentally Challenged Children, running under the name “AASTHA” a vocational rehabilitation center for mentally challenged persons having age above 21 years.


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Relationship between the Directors Following Directors of our Company are related to each other: Sr. No. Name of the Director Related to Nature of Relationship 1. Mr. Janmejay R. Vyas Mrs. Deohooti J. Vyas Husband 2. Mr. Janmejay R. Vyas Mr. Arpit J. Vyas Father 3. Mrs. Deohooti J. Vyas Mr. Janmejay R. Vyas Wife 4. Mrs. Deohooti J. Vyas Mr. Arpit J. Vyas Mother 5. Mr. Arpit J. Vyas Mr. Janmejay R. Vyas Son 6. Mr. Arpit J. Vyas Mrs. Deohooti J. Vyas Son None of our Directors, have held or are holding directorships in any listed companies whose shares have been or were suspended from being traded on the BSE and / or the NSE or whose shares have been or were delisted from the stock exchange(s). We also confirm that:

we have not entered into any arrangement or understanding with our major shareholders,

customers, suppliers or others, pursuant to which our Director were selected as Director or member of Senior Management.

the service contracts entered into with our Managing Director / Whole Time Director does not provide for any benefit upon termination of employment except the retirement benefits payable to them as Provident Fund, Superannuation, Gratuity, etc as per the policies of our Company.

Remuneration of Managing Directors / Whole Time Director 1. Mr. Janmejay R. Vyas - Chairman & Managing Director

The Board of Directors at their Meeting held on 17th March, 2017 has appointed Mr. Janmejay R. Vyas as the Chairman and Managing Director of the Company with the existing terms and conditions as approved by the Board of Directors and Shareholders of erstwhile DPCL pursuant to the Scheme sanctioned by Hon’ble High Court of Gujarat vide its order dated 16th December, 2016, for a period of 5 (five) years with effect from 1st March, 2015. The period of office of Mr. J R. Vyas shall be liable to determination by retirement of Directors by rotation. Functions: Mr. Janmejay R. Vyas, shall have substantial powers of management subject to direction, control and superintendence of the Board. Remuneration: Subject to overall limit on remuneration payable to all the managerial personnel taken together, as laid down in the Companies Act, 2013, the remuneration payable to Mr. Janmejay R. Vyas shall be 5% of the net profits of the Company, computed in the manner laid down in section 198 of the Companies Act, 2013 and may or may not comprise salary, allowances and perquisites as may be determined by the Board of Directors from time to time and agreed to by Mr. Janmejay R. Vyas, provided that the perquisites shall be evaluated as per Income Tax Act and Rules wherever applicable. The remuneration for a part of the year shall be computed on pro rata basis. Sitting Fees: Mr. Janmejay R. Vyas shall not be entitled to any sitting fees.


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2. Mr. Arpit J. Vyas - Managing Director & CFO

The Board of Directors at their Meeting held on 17th March, 2017 has appointed Mr. Arpit J. Vyas as the Managing Director of the Company with effect from 1st June, 2014 and as a CFO with effect from 17th July, 2015, on the existing terms and conditions as approved by the Board of Directors and Shareholders of erstwhile DPCL pursuant to the Scheme sanctioned by Hon’ble High Court of Gujarat vide its order dated 16th December, 2016, for a period of 5 (five) years. Functions: Mr. Arpit J. Vyas shall have substantial powers of management subject to direction, control and superintendence of the Board. Remuneration: Subject to overall limit on remuneration payable to all Managerial Personnel taken together, as laid down in the Companies Act, 2013, Mr. Arpit J. Vyas shall be paid INR 10.00 lacs (Ten Lacs) per month and the above remuneration payable to him may comprise salary, allowances and perquisites as may be determined by the Board of Directors from time to time and may be payable monthly or otherwise provided that the perquisites shall be evaluated as per Income Tax Act and Rules wherever applicable. The remuneration for a part of the year shall be computed on pro rata basis. The Board of Directors of the Company is also authorised to increase or revise the remuneration of Mr. Arpit J. Vyas subject to maximum remuneration of INR 15.00 lacs (Fifteen Lacs only) per month, from time to time during the tenure of the said five years. Wherein any financial year during the currency of his tenure, the Company has no profits or its profits are inadequate the remuneration payable to him shall not exceed the ceiling limit prescribed in Companies Act, 2013 for that year, which will be payable to him as minimum remuneration for that year. Sitting Fees: Mr. Arpit J. Vyas shall not be entitled to any sitting fees. NOTE: Mr. Arpit J. Vyas is also appointed as a CFO of the Company without any additional remuneration for the same.

3. Mrs. Deohooti J. Vyas – Whole Time Director The Board of Directors at their Meeting held on 17th March, 2017 has appointed Mrs. Deohooti J. Vyas as the Whole-time Director of the Company with the existing terms and conditions as approved by the Board of Directors and Shareholders of erstwhile DPCL pursuant to the Scheme sanctioned by Hon’ble High Court of Gujarat vide its order dated 16th December, 2016, for a period of 5 (five) years with effect from 3rd September, 2016. The period of office of Mrs. D. J. Vyas shall be liable to determination by retirement of Director by rotation. Function: Mrs. Deohooti J. Vyas, shall have substantial powers of management subject to direction, control and superintendence of the Board of Directors. Remuneration: Subject to overall limit on remuneration payable to all Managerial Personnel taken together, as laid down in the Companies Act, 2013, read with Schedule V thereto, Mrs. Deohooti J. Vyas shall be paid INR 15.00 lacs (Fifteen Lacs) per month and the above remuneration payable to her may comprise salary, allowances, perquisites


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etc. as may be determined by the Board of Directors from time to time and may be payable monthly or otherwise provided that the perquisites shall be evaluated as per Income Tax Act and Rules wherever applicable. The remuneration for a part of the year shall be computed on pro rata basis. The Board of Directors of the Company is also authorised to increase or revise the remuneration of Mrs. Deohooti J. Vyas subject to maximum remuneration of INR 20.00 lacs (Twenty Lacs only) per month, from time to time during the tenure of the said five years. Wherein a financial year during the currency of her tenure, the Company has no profits or its profits are inadequate the remuneration payable to her shall not exceed the ceiling limit prescribed in Section II of Part II of Schedule V to the Companies Act, 2013, for that year, which will be payable to her as minimum remuneration for that year.” Sitting Fees: Mrs. D. J. Vyas shall not be entitled to any sitting fees.

4. Non-Executive Directors: The Independent Directors of the Company shall be entitled

to sitting fees for attending each Board and Committee meetings (presently INR 20,000/- per meeting) and Commission as may be determined by the Board of Directors for all the non-executive Directors within the maximum limit of 1% of net profit of the Company as per Section 198 of the Companies Act, 2013.

Corporate Governance Upon entering into the listing agreement with the Stock Exchanges pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, various compliances including with respect to corporate governance will be applicable to us immediately upon the listing of our Company’s Equity Shares on the Stock Exchanges. To comply therewith, our Company has appointed Independent Directors to its Board and constituted the following Committees of the Board: 1. Audit Committee

The Audit Committee was constituted by our Board in their meeting held on 17th March, 2017 in accordance with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Audit Committee presently comprises of:

Sr. No. Name of Member Designation Remarks 1. Mr. Sanjay S. Majmudar Chairman Non-Executive and Independent

Director 2. Mr. Ashok C. Gandhi Member Non-Executive and Independent

Director 3. Mr. Subir Kumar Das Member Non-Executive and Independent

Director 2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted by our Board in their meeting held on 17th March, 2017 in accordance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations & Disclosure


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Requirements) Regulation, 2015. The Nomination and Remuneration Committee presently comprises of:



Director 3. Mr. Subir Kumar Das Member Non-Executive and Independent

Director

3. Stakeholders Relationship Committee The Stakeholders Relationship Committee was constituted by our Board in their meeting held on 17th March, 2017 in accordance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015. The Stakeholders Relationship Committee presently comprises of:



Director 3. Mr. Janmejay R. Vyas Member Promoter and Executive Director

4. Corporate Social Responsibility Committee (“CSR Committee”)

The Board has constituted a CSR Committee as required under Section 135 of the Companies Act, 2013 and rules framed there under in their meeting held on 17th March, 2017. The Corporate Social Responsibility Committee presently comprises of:

Sr. No. Name of Member Designation Remarks 1. Mr. Janmejay R. Vyas Chairman Non- Independent Director 2. Mr. Arpit J. Vyas Member Non- Independent Director 3. Mr. Sanjay S. Majmudar Member Independent Director

Interest of Directors All of our directors may be deemed to be interested to the extent of remuneration or fees, if any, payable to them, for attending meetings of the Board or a committee thereof as well as to the extent of other remuneration and / or reimbursement of expenses and / or commission, if any, payable to them and to the extent of related party transactions. Our Directors may also be regarded as interested in the Equity Shares, if any, held by them or that may be subscribed by and allotted to the companies, firms, and trusts, if any, in which they are interested as directors, members, promoters, and /or trustees pursuant to this Information Memorandum. Except for Mr. Janmejay R. Vyas, Mrs. Deohooti J. Vyas and Mr. Arpit J. Vyas, who represent the Promoter Group, none of our Directors are interested in the promotion of our Company.


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Shareholding of our Directors Sr. No. Name of the Shareholders No. of Equity shares % of holding

1 Mr. Janmejay R. Vyas 1,000 0.0006% 2 Mrs. Deohooti. J. Vyas 1,000 0.0006% 3 Mr. Arpit J. Vyas 1,000 0.0006% 4 Mr. Sanjay S. Majmudar 24,700 0.015%

Changes in the Board of Directors in the last three years Sr. No. Name of the Directors Date of Appointment Date of Cessation

1. Mrs. Deohooti. J. Vyas 17th March, 2017 NA 2. Mr. Mark C. Griffiths 17th March, 2017 NA 3. Mr. Ashok C. Gandhi 17th March, 2017 NA 4. Mr. Subir Kumar Das 17th March, 2017 NA 5. Mr. Rajendra S. Shah 17th March, 2017 NA

Note: There has been no change in the directors of our Company for the last three years except the appointment of Directors as stated above pursuant to the Scheme sanctioned by Hon’ble High Court of Gujarat vide its order dated 16th December, 2016. Further, Mr. J.R. Vyas and Mr. Arpit J. Vyas, existing directors of the Company have been re-appointed as the Chairman & Managing Director and Managing Director & CFO of the Company respectively, in its Board meeting held on 17th March 2017 pursuant to the Scheme. Organization Structure

Dual Reporting

Direct Reporting

Finance andAccounts

Chairman andManaging Director

Mr. Janmejay R Vyas

QA & QC

ProductionResearch & Development

Managing Director &CFO

Mr. Arpit J Vyas

Whole Time DirectorMrs. Deohooti J. Vyas

InformationTechnology

Legal &Secreterial

Logistic Marketing

Head ‐HRHead –

Admin & HKExecutiveDirector

CEO – BavlaPlant

CEO –Naroda Plant

Project &Maintenance

Pocurement

Safety, Health & Enviro


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Key Managerial Personnel Apart from Mr. Janmejay R. Vyas (Chairman and Managing Director), Mrs. Deohooti J. Vyas (Whole Time Director) and Mr. Arpit J. Vyas (CFO and Managing Director), the Company has appointed Ms. Shrima Gaurangbhai Dave, as the Company Secretary of the Company w.e.f. 17th March, 2017. All our Key Managerial Personnel are permanent employees of our Company. Brief profile of our Key Management Personnel For brief profile of our Key Management Personnel other than Ms. Shrima Gaurangbhai Dave refer to the sub-section titled ‘Brief Profile of Directors’ under Section ‘Our Management’ on page 87 of the Information Memorandum. Ms. Shrima Gaurangbhai Dave Ms. Shrima Dave, aged about 30 years, has a bachelor’s degree in Commerce from Gujarat University and Master’s degree in Commerce from Gujarat University. She is an Associate member of Institute of Company Secretaries of India. She has more than 4 years of experience in the field of Company Law and Legal matter. In Board Meeting held on 17th March, 2017 she has been appointed as Company Secretary and Compliance Officer of the Company. Shareholding of Key Management Personnel For details regarding the shareholding of our Key Management Personnel who are also directors of the Company, refer sub-section titled “Shareholding of our Directors” under Section ‘Our Management’ on page 93 of the Information Memorandum. Further, Ms. Shrima Gaurangbhai Dave does not hold any shares in our Company. Interest of Key Management Personnel For details regarding the interest of our Key Management Personnel who are also directors of the Company, refer sub-section titled “Interest of Directors” under Section ‘Our Management’ on page 92 of the Information Memorandum. Ms. Shrima Gaurangbhai Dave does not have any interest in our Company other than to the extent of the remuneration or benefits to which she is entitled to as per the terms of appointment and reimbursement of expenses incurred during the ordinary course of business. Loans to Key Management Personnel We have not provided any loans to our Key Management Personnel as on the date of the Information Memorandum.


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Changes in our Key Management Personnel

Name Date of Appointment Reason Mr. Janmejay R. Vyas 17th March, 2017 Change of Designation Mrs. Deohooti J. Vyas 17th March, 2017 Appointment pursuant to Scheme Mr. Arpit J. Vyas 17th March, 2017 Change of Designation Ms Shrima Gaurangbhai Dave 17th March, 2017 Appointment pursuant to Scheme Payment or Benefit to Officers of our Company Except as stated otherwise in this Information Memorandum and any statutory payments made by our Company, no non-salary amount or benefit has been paid or given or is intended to be paid or given to any of our Company’s officers except remuneration for services rendered as Directors, officers or employees of our Company.


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OUR PROMOTERS

Brief details about the promoters of our Company are given below: 1. Mr. Janmejay R. Vyas

PAN : AAGPV5002P Passport No : Z-2166895 Address : 39, Kaustubh House, Nr. Adesh Farm, Ambli Bopal Road, Ahmedabad - 380058

Mr. Janmejay R. Vyas, Chairman and Managing Director, aged 66 years is an entrepreneur and Director in various companies. He has a bachelor’s degree in chemistry from the St. Xavier’s College, Ahmedabad and a bachelor’s degree in Pharma & Fine Chemical Technology from the UDCT, Mumbai. During 1974 to 1983, he was acting as a consultant to various pharmaceuticals companies. He promoted the erstwhile DPCL in 1983 with 19 subsidiaries worldwide. He heads the R&D and production activities since more than 29 years and is also engaged in marketing of in-house technologies and products, research and production capabilities domestically and internationally. He has been managing marketing and globalization activities since more than 30 years and has successfully negotiated several contract research proposals with clients. He has entered into a long-term manufacturing and supply contract with several companies in Japan, USA and Europe. In 1987, he set up the Naroda facility, and later in1996, initiated the expansion of Bavla facility. His emphasis on quality and adherence to international manufacturing standards ensured the Bavla facility has been set up and developed as per international standards. In the recent past, he has been engaged in acquisition of several research-oriented companies, including Carbogen Amcis and Vitamin D business in Netherlands. He has been felicitated with (i) the “Bharatiya Udyog Ratan Award” in September, 2000 by the Indian Economic Development & Research Association, New Delhi, (ii) the ‘Otstanding Enterpreneur’ 1999 by the Federation of Gujarat Industries, Baroda and (iii) “AMA-Atlas Dy-Chem Outstanding Entrepreneur of the Year Award 2008” from Ahmedabad Management Association (AMA). 2. Mrs. Deohooti J. Vyas

PAN : AAJPV5327Q Passport No : Z-1735769 Address : 39, Kaustubh House, Nr. Adesh Farm, Ambli Bopal Road, Ahmedabad – 380058

Mrs. Deohooti J. Vyas, Whole-time Director, aged 65 years, holds a Bachelor’s Degree in Science, from the Bombay University. She has very rich experience in the field of Administration and Human Resource Development. She has been associated with the Dishman Group since 1997. She has been extremely instrumental in strategic decision making in the HR policies of the Company.


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3. Mr. Arpit J. Vyas

PAN : ADSPV7509A Passport No : Z-2166896 Address : 39, Kaustubh House, Nr. Adesh Farm, Ambli Bopal Road, Ahmedabad – 380058

Mr. Arpit J. Vyas, Managing Director & CFO, aged 30 years, has completed his Chemical Engineering degree from the University of Aston, Birmingham. He has gained a rich experience in the field of Marketing. He was first appointed as an Additional Director in erstwhile Dishman Pharmaceuticals and Chemicals Ltd. and thereafter as the Whole-time Director w.e.f. 1st June, 2009 and then as Managing Director since 28th May, 2013 and also appointed as CFO w.e.f. 17th July, 2015. He has been extremely instrumental in the strategic decision-making processes and Marketing Policies and the overall operation of the Company’s plants worldwide. He is completely in charge of the corporate functions such as finance, legal, IT, marketing, sales, etc. 4. Bhadra Raj Holding Pvt. Ltd. PAN : AAACB4748B Principal office : Bhadr-Raj Chambers, Swastik Cross Roads, Navrangpura, Ahmedabad-380 009. Bhadra Raj Holding Pvt Ltd (“BRHPL”) is a company limited by shares and was incorporated on December 20, 1984. While its main object is to carry on business of construction and to deal in all kind of property, in particular, land and building, its other objects includes, amongst others, carrying on business as a holding and investment company. The CIN of the company is U17119GJ1984PTC007507. The shares of BRHPL are not listed on any stock exchange. Board of Directors As on the date of the Information Memorandum, the Board of Directors of BRHPL comprise of: − Mr. Janmejay R. Vyas − Mrs. Deohooti J. Vyas Shareholding Pattern as on date Name of the Shareholder No. of Equity Shares % of Shareholding Mr. Janmejay R. Vyas 7,167 71.67% Mrs. Deohooti J. Vyas 2,833 28.33%


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Financial Performance The audited financial results of BRHPL for the financial years ended March 31, 2016, 2015 and 2014 are set forth below:

(in INR) Particulars 31-03-2016 31-03-2015 31-03-2014 Total Revenue 39,80,652 30,41,811 34,97,757 Profit After Tax 28,14,940 12,14,203 9,26,274 Equity Share Capital 1,00,000 1,00,000 1,00,000 Reserve & Surplus 4,00,79,826 3,72,64,886 3,60,50,683 Earnings per share 281 121 93 Net Asset Value per share 4,018 3,736 3,615 Payment of Benefits to Promoters Except as stated otherwise in this Information Memorandum and any statutory payments made by our Company, no non-salary amount or benefit has been paid or given or is intended to be paid or given to any of our Company’s officers except remuneration for services rendered as Directors, officers or employees of our Company. Other confirmation Our Promoters have not been declared as wilful defaulters by the RBI or any other Governmental authority and there are no violations of securities laws committed by them in the past or are pending against them. Interest of Promoters Our Promoters shall be deemed as interested to the extent of Equity Shares held by them or by the companies / firms / ventures promoted by them, if any and dividend or other distributions payable to them in respect of the said Equity Shares. Further, our individual promoters are directors and/or KMP of the Company and may be deemed to be interested to the extent of any remuneration payable to them. For details refer Section “Our Management” on Page 84. Except as stated above and to the extent of shareholding in our Company, our Promoters do not have any other interest in our business.


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Related party transactions a. List of related parties of the Company for FY 2016-17 are as under:

Description of relationshipSubsidiarySubsidiarySubsidiarySubsidiarySubsidiary

Subsidiary

SubsidiarySubsidiarySubsidiarySubsidiarySubsidiarySubsidiaryStep Down SubsidiaryStep Down SubsidiaryStep Down SubsidiaryStep Down SubsidiaryStep Down SubsidiaryStep Down SubsidiaryHolding CompanyAssociatesKey Management Personnel (KMP)Key Management Personnel (KMP)Key Management Personnel (KMP)Relative of Key Management PersonnelRelative of Key Management PersonnelKey Management Personnel is KartaEntity in which KMP can exercise significant influence*Entity in which KMP can exercise significant influence*Entity in which Relatives of KMP can exercise significant influence*

Dishman USA Inc.Dishman Europe Ltd.Dishman International Trading (Shanghai) Co. Ltd.Dishman Switzerland Ltd.CARBOGEN AMCIS (Shanghai) Co. Ltd. CARBOGEN AMCIS Holding AG (formerely known as Dishman Pharma Solutions AG )Dishman Australasia Pty Ltd.CARBOGEN AMCIS Ltd., U.K.

Name of the related party

Dishman Middle East FZEDishman Japan Ltd.Schutz Dishman Biotech Ltd. (upto 30-09-2016)CARBOGEN AMCIS Singapore Pte Ltd.CARBOGEN AMCIS AGCohecie Fine Chemicals B.V.Dishman Netherlands B.V. Innovative Ozone Service Inc.CARBOGEN AMCIS SASShanghai Yiqian International Trade Co. Ltd.Dishman Pharmaceuticals and Chemicals Ltd.Bhadra Raj Holding Pvt. Ltd.(upto 15-03-2017)Mr. Janmejay R.VyasMrs. Deohooti J.VyasMr. Arpit J.VyasMs. Aditi J VyasMs. Mansi J VyasMr. J. R.Vyas HUFAzafran Innovacion Ltd.Dishman Infrastructure Ltd.

Discus IT Pvt. Ltd.

*Only where transactions have taken place during the year.


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b. Disclosure in respect of material transactions with related parties INR in Cr.

F.Y. 2016-17 F.Y. 2015-16Rs. in Crores Rs. in Crores 13.08 - 2.33 - 197.06 - 41.49 6.81 70.88 - 9.74 - 2.76 - 5.30 - 9.04 - 0.01 - 1.04 -

Rendering of services 0.02 - 5.58 - 1.04 - - 5.05

2.59 - 0.05 - 1.54 - 4.55 -

Interest expenses - 0.99 2.43 - 0.18 - 0.38 - 18.03 - 16.66 - 32.25 - - 2.17

Repayment of loans and advances received 2.10 - Trade advances received 173.80 - Guarantees and collaterals given during the period 155.15 -

21.55 - 13.23 - 9.70 - 0.14 - 6.07 - 2.63 - 3.02 - 4.54 - 1.80 - 1.80 - 0.59 - 0.57 - 48.85 - 4.42 - 23.63 -

Outstanding trade advances given 6.02 - Outstanding trade advances received 151.29 -

23.23 - 38.06 - 0.79 - 107.32 - 155.15 -

Outstanding balance to loan taken - 8.98

Particulars Name of the related party

Purchase of goods CARBOGEN AMCIS (Shanghai) Co. Ltd. Shanghai Yiqian International Trade Co. Ltd.Dishman Europe Ltd.CARBOGEN AMCIS AG

Sales of long term investment Schutz Dishman Bio-tech Ltd.Dishman Infrastructure Ltd.

Schutz Dishman Bio-tech Ltd.CARBOGEN AMCIS AG

Receiving of servicesDishman USA Inc.Discus IT Pvt. Ltd.Dishman Pharmaceuticals and Chemicals Ltd.

Sale of goods / services

Dishman Netherlands B.V.Azafran Innovacion Ltd.

Dishman USA Inc.Cohecie Fine Chemicals B.V.Dishman Austriasia Pty. Ltd.Dishman International Trading (Shanghai) Co..Ltd.

Guarantee commission incomeDishman Pharma Solutions AGCARBOGEN AMCIS (Shanghai) Co. Ltd.Dishman USA Inc.

Interest income CARBOGEN AMCIS (Shanghai) Co. Ltd.Dishman Infrastructure Ltd.Dishman Pharmaceuticals and Chemicals Ltd.

Mrs. Deohooti J.Vyas

Dividend income Dishman Pharma Solutions AGDishman Europe Ltd.

Repayment of loans and advances given CARBOGEN AMCIS (Shanghai) Co. Ltd.Dishman Pharmaceuticals and Chemicals Ltd.

Dishman USA Inc.Dishman USA Inc.

Guarantees and collaterals withdrawn during the periodDishman Netherlands B.V.CARBOGEN AMCIS (Shanghai) Co. Ltd.Dishman Pharma Solutions AG

Dividends paid

Bhadra Raj Holding Pvt. Ltd.Mr. Janmejay R.VyasMrs. Deohooti J.VyasMr. Arpit J.Vyas

Remuneration

Mr. Janmejay R.VyasMrs. Deohooti J.VyasMr. Arpit J.VyasMs. Aditi J. VyasMs. Mansi J. Vyas

Outstanding balance of trade receivablesDishman Europe Ltd.CARBOGEN AMCIS AGDishman USA Inc.CARBOGEN AMCIS (Shanghai) Co. Ltd.

Dishman Pharma Solutions AGDishman USA Inc.Dishman Pharmaceuticals and Chemicals Ltd.

Outstanding balances of guarantees and collaterals

Dishman USA Inc.

Outstanding balance of Loans and advanceCARBOGEN AMCIS (Shanghai) Co. Ltd.Dishman Infrastructure Ltd.Dishman Austriasia Pty. Ltd.


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OUR PROMOTER GROUP

In addition to the Promoters named above, the following constitute the Promoter Group of our Company in accordance with Regulation 2(1)(zb) SEBI (ICDR) Regulations:

1. Natural persons who are part of the Promoter Group

The natural persons who are part of the Promoter Group (due to their relationship with our Promoters), other than our Individual Promoters, are as follows

Name of Relative Name of Individual Promoter

Relationship with the Promoter

Ms. Aditi J. Vyas Janmejay R. Vyas Daughter Deohooti J. Vyas Daughter

Arpit J. Vyas Sister

Ms. Mansi J. Vyas Janmejay R. Vyas Daughter Deohooti J. Vyas Daughter

Arpit J. Vyas Sister Mrs. Saloni A. Vyas Arpit J. Vyas Spouse

2. Hindu Undivided Families forming part of the Promoter Group

− Janmejay Rajnikant Vyas HUF

3. Partnership firm forming part of our Promoter Group

− Adiman Ventures (Partnership Firm)

4. Trusts forming part of our Promoter Group

− Vyas Family Trust − Janmejay Vyas Family Trust − Deohooti Vyas Family Trust − Arpit Vyas Family Trust − Aditi Vyas Family Trust − Mansi Shodhan Family Trust

5. Body Corporates forming part of our Promoter Group

− Adimans Technologies Pvt Ltd

Adimans Technologies Pvt Ltd (“ATPL”) is a company limited by shares and was incorporated on May 27, 1996 with the object to carry research and development work for industrial, agriculture and other industries. Currently, it has no commercial activity. Its registered office is situated at 1st Floor, Bhadr-Raj Chambers, Swastik Cross Road, Navrangpura, Ahmedabad, Gujarat – 380 009. The CIN of the company is U74220GJ1996PTC029757. The shares of ATPL are not listed on any stock exchange.


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Board of Directors As on the date of the Information Memorandum, the Board of Directors of ATPL comprise of: − Mr. Janmejay R. Vyas − Mrs. Deohooti J. Vyas Shareholding Pattern as on date

Name of Shareholders No. of Equity Shares % of Shareholding Mr. Janmejay R. Vyas (Managing Trustee on behalf of Vyas Family Trust) 9,99,980 99.998% Mr. Janmejay R. Vyas* 10 0.001% Mrs. Deohooti J. Vyas* 10 0.001% Total 10,00,000 100%

* They are ostensible owner; beneficial owner is Vyas Family Trust. Financial Performance The audited financial results of ATPL for the financial years ended March 31, 2016, 2015 and 2014 are set forth below:

(in INR) Particulars 31-03-2016 31-03-2015 31-03-2014

Total Revenue - - - Profit After Tax (5618) (5,618) (8,618) Equity Share Capital 1,00,200 1,00,200 1,00,200 Reserve & Surplus (5,95,962) (5,90,344) (5,84,726) Earnings per share (0.56) (0.56) (0.86) Net Asset Value per share (49.48) (48.92) (48.36)

− Azafran Innovacion Ltd

Azafran Innovacion Ltd (“Azafran”) is a company limited by shares. It was incorporated on July 27, 2007 as private limited company and converted into Public Limited Company w.e.f. 12th January, 2010 vide fresh certificate of incorporation issued by the Registrar of Companies, Gujarat. Its registered office is situated at Bhadr-Raj Chambers, Swastik Cross Road, Navrangpura, Ahmedabad, Gujarat – 380 009. The CIN of the company is U24247GJ2007PLC051407.The shares of Azafran are not listed on any stock exchange.

Azafran is engaged in the business of manufacturing and selling organic cosmetic and skin care products. Azafran has developed high quality organic skin care products such as Skin care, Hair Care, Body Care products. Azafran presently operates with 34 numbers of products of skin care as well as body care and 18 products are in pipeline, which shall be launched shortly.

Board of Directors As on the date of the Information Memorandum, the Board of Directors of Azafran comprise of: − Mr. Arpit J. Vyas − Mrs. Deohooti J. Vyas − Ms. Aditi J. Vyas


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− Ms. Mansi J. Vyas Shareholding Pattern as on date

Name of the Shareholder No. of Equity Shares % of Shareholding Ms. Aditi J. Vyas 7,74,750 49.984% Ms. Mansi J. Vyas 7,74,750 49.984% Mr. Janmejay R. Vyas 190 0.012% Mr. Arpit J. Vyas 190 0.012% Mrs. Deohooti J. Vyas 100 0.006% Mr, Abhishek Shodhan 10 0.001% Mrs. Saloni A. Vyas 10 0.001% Total 15,50,000 100%

Financial Performance The audited financial results of Azafran for the financial years ended March 31, 2016, 2015 and 2014 are set forth below:

(In INR) Particulars 31-03-2016 31-03-2015 31-03-2014 Total Revenue 1,21,83,848 2,20,58,924 1,94,35,615 Profit After Tax 2,92,213 (3,82,64,183) (1,25,92,152) Equity Share Capital 1,55,00,000 1,55,00,000 1,55,00,000 Reserve & Surplus (8,10,19,172) (8,13,11,385) (4,27,68,952) Earnings per share 0.19 (24.69) (8.12) Net Asset Value per share (42.27) (42.46) (17.59)

− B R Laboratories Ltd

B R Laboratories Ltd (“BRLL”) is a company limited by shares. It was incorporated on May 26, 1994 as private company under the Companies Act, 1956. Subsequently, it was converted into Public Limited Company w.e.f. 3rd October, 2005 vide fresh certificate of incorporation issued by the Registrar of Companies, Gujarat. BRLL was engaged in the manufacture of specialty chemicals (lubricants), aerosols and formulations of neutraceutical products. Currently, it has no commercial activity. The CIN of the company is U23209GJ1994PLC022124. Its registered office is situated at Bhadr-Raj Chambers, Swastik Cross Road, Navrangpura, Ahmedabad, Gujarat – 380 009. The shares of BRLL are not listed on any stock exchange.

Board of Directors As on the date of the Information Memorandum, the Board of Directors of BRLL comprise of: − Mr. Janmejay R. Vyas − Mrs. Deohooti J. Vyas − Ms. Aditi J. Vyas


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Shareholding Pattern as on date Name of the Shareholder No. of Equity Shares % of Shareholding Mr. Janmejay R. Vyas (Managing Trustee on behalf of Vyas Family Trust) 9,99,949 99.995% Mr. Janmejay R. Vyas* 10 0.001% Mrs. Deohooti J. Vyas* 10 0.001% Mr. Bharat P. Padia* 10 0.001% Ms. Mansi J. Vyas* 7 0.0007% Ms. Aditi J. Vyas* 7 0.0007% Mr. Arpit J. Vyas* 7 0.0007% Total 10,00,000 100% * They are ostensible owner; beneficial owner is Vyas Family Trust.

Financial Performance The audited financial results of BRLL for the financial years ended March 31, 2016, 2015 and 2014 are set forth below:

(In INR) Particulars 31-03-2016 31-03-2015 31-03-2014

Total Revenue 2,35,81,031 13,602 12,670

Profit After Tax 1,56,93,708 (12,67,114) (61,80,031)

Equity Share Capital 91,05,500 91,05,500 91,05,500

Reserve & Surplus (25,28,050) (1,82,21,758) (1,35,61,538)

Earnings per share 17.24 (1.39) (6.79)

Net Asset Value per share 7.22 (10.01) (4.89)

− Dishman Biotech Ltd

Dishman Biotech Ltd (“DBL”) is a company limited by shares. It was incorporated on November 8, 1995 as private company in the name of Schutz Dishman Biotech Private Limited and thereafter converted into Public Limited company w.e.f. 18th October, 2005. Subsequently, the name was changed to Dishman Biotech Ltd. w.e.f. 31st May, 2016 vide fresh certificate of incorporation pursuant to change of name issued by the Registrar of Companies, Gujarat. DBL is engaged in the manufacture and sale of bulk drugs, intermediates etc. in the export / international market and in India. DBL’s manufacturing facilities are located at Bavla. Its registered office is situated at 2nd Floor, Bhadr-Raj Chambers, Swastik Cross Road, Navrangpura, Ahmedabad, Gujarat – 380 009. The CIN of the company is U24231GJ1995PLC028060. The shares of DBL are not listed on any stock exchange.

Board of Directors As on the date of the Information Memorandum, the Board of Directors of DBL comprise of: − Mr. Janmejay R. Vyas − Mrs. Deohooti J. Vyas − Ms. Aditi J. Vyas − Mr. Arpit J. Vyas


105

Shareholding Pattern as on date Name of the Shareholder No. of Equity Shares % of Shareholding Mr. Janmejay R. Vyas 11,89,219 79.28% Mrs. Deohooti J. Vyas 1,17,550 7.837% Ms. Aditi J. Vyas 64,377 4.292% Ms. Mansi J. Vyas 64,377 4.292% Mr. Arpit J. Vyas 64,277 4.285% Ms. Saloni A. Vyas 100 0.007% Mr. Bharat P. Padia 100 0.007% Total 15,00,000 100%

Financial Performance The audited financial results of DBL for the financial years ended March 31, 2016, 2015 and 2014 are set forth below:


Total Revenue 8,45,05,491 7,22,08,015 18,15,84,058

Profit After Tax (4,79,71,670) (4,57,22,904) 1,75,49,294

Equity Share Capital 1,50,00,000 1,50,00,000 1,50,00,000

Reserve & Surplus 10,01,164 4,89,72,833 9,68,15,540

Earnings per share (31.98) (30.48) 11.70

Net Asset Value per share 10.67 42.65 74.54

− Dishman Infrastructure Ltd

Dishman Infrastructure Ltd (“DIL”) is a company limited by shares. It was incorporated on July 21, 2006 with the object of developing the project of Special Economic Zone for Pharmaceuticals & Fine Chemicals Segment. Its registered office is situated at Bhadr-Raj Chambers, Swastik Cross Road, Navrangpura, Ahmedabad, Gujarat – 380 009. The CIN of the company is U45208GJ2006PLC048746. The shares of DIL are not listed on any stock exchange.

Board of Directors As on the date of the Information Memorandum, the Board of Directors of DIL comprise of: − Mr. Janmejay R. Vyas − Ms. Aditi J. Vyas − Mr. Bharat P. Padia

Shareholding Pattern as on date

Name of the Shareholder No. of Equity Shares % of Shareholding Mr. Janmejay R. Vyas 49,50,000 99.00% Ms. Aditi J. Vyas* 8,300 0.166% Mrs. Deohooti J. Vyas* 8,300 0.166% Ms. Mansi J. Vyas* 8,300 0.166% Mr. Arpit J. Vyas* 8,300 0.166%


106

Mr. Bharat P. Padia* 200 0.004% Ms. Saloni A. Vyas* 16,600 0.332% Total 50,00,000 100% * They are ostensible owners; beneficial owner is Mr. Janmejay R. Vyas.

Financial Performance The audited financial results of DIL for the financial years ended March 31, 2016, 2015 and 2014 are set forth below:


Total Revenue 5,92,837 16,51,908 21,37,776

Profit After Tax (19,13,235) (6,77,613) (44,299)

Equity Share Capital 5,00,00,000 5,00,00,000 5,00,00,000

Reserve & Surplus 41,12,78,975 41,31,92,210 41,38,69,823

Earnings per share (0.38) (0.01) (0.01)

Net Asset Value per share 92.26 92.64 92.77

− Leon Hospitality Pvt Ltd

Leon Hospitality Pvt Ltd (“LHPL”) is a company limited by shares and was incorporated on July 25, 2012. The company is engaged in hospitality business and restaurant outlets under franchise of “Goodies” brand. Its registered office is situated at Office No: 6 & 7, 2nd Floor, Bhadr-Raj Chambers, Swastik Cross Road, Navrangpura, Ahmedabad, Gujarat – 380 009. The CIN of the company is U55100GJ2012PTC071286. The shares of LHPL are not listed on any stock exchange. Board of Directors As on the date of the Information Memorandum, the Board of Directors of LHPL comprise of: − Mrs. Deohooti J. Vyas − Ms. Mansi J. Vyas − Ms. Arpit J. Vyas

Shareholding Pattern as on date

Name of the Shareholder No. of Equity Shares % of Shareholding Mr. Janmejay R. Vyas (Managing Trustee on behalf of Vyas Family Trust) 9,99,970 99.997%

Mr. Arpit J. Vyas* 10 0.001% Mrs. Deohooti J. Vyas* 10 0.001% Ms. Mansi J. Vyas* 10 0.001% Total 10,00,000 100% * They are ostensible owner; beneficial owner is Vyas Family Trust.


107

Financial Performance The audited financial results of LHPL for the financial years ended March 31, 2016, 2015 and 2014 are set forth below:

(In INR) Particulars 31-03-2016 31-03-2015 31-03-2014 Total Revenue Nil 50,49,934 2,38,77,876

Profit After Tax (15,42,609) (79,13,336) (48,57,335)

Equity Share Capital 1,00,000 1,00,000 1,00,000

Reserve & Surplus (1,75,15,387) (1,59,72,778) (80,59,442)

Earnings per share (154.26) (791.33) (485.73)

Net Asset Value per share (1,741.54) (1,587.28) (795.94)

− Aham Brahmasmi Entertainment Pvt Ltd

Aham Brahmasmi Entertainment Pvt Ltd (“ABEPL”) is a company limited by shares and was incorporated on May 15, 2017 with the object to carry on business of producer, distributor and financiers of Cinematograph films and other entertainment related activities. Its registered office is situated at 3rd Floor, Bhadr-Raj Chambers, Swastik Cross Road, Navrangpura, Ahmedabad, Gujarat – 380 009. The CIN of the company is U74999GJ2017PTC097288. The shares of ABEPL are not listed on any stock exchange.

Board of Directors As on the date of the Information Memorandum, the Board of Directors of ABEPL comprise of: − Mr. Harshil R. Dalal − Ms. Arpit J. Vyas

Shareholding Pattern as on date Name of the Shareholder No. of Equity Shares % of Shareholding Mr. Arpit J. Vyas 9900 99.00% Mr. Janmejay R Vyas 100 1.00% Total 10,000 100%

Financial Performance The audited financial results of ABEPL are not available since it was incorporated in 2017.

− Discus IT Private Limited

Discus IT Private Limited (“DIPL”) is a company limited by shares and was incorporated on 27th May, 2009 with the object to provide all type of services relating to Information Technology (IT) including Hardware, Software, Networking and all other support services relating to IT. . Its registered office is situated at "Saprem", 1st floor, Udhyan Marg, Law Garden, Mithakhali, Ellisbridge, Ahmedabad – 380 006. The CIN of the company is U64200GJ2009PTC057067. The shares of DIPL are not listed on any stock exchange.


108

Board of Directors As on the date of the Information Memorandum, the Board of Directors of DIPL comprise of: − Abhishek Kamal Shodhan − Mansi J. Vyas Shareholding Pattern as on date

Name of the Shareholder No. of Equity Shares % of Shareholding Abhishek K. Shodhan 5,000 50%

Mansi J. Vyas 5,000 50% Total 10,000 100%

Financial Performance The audited financial results of DIPL for the financial years ended March 31, 2015 and 2014 and management certified financial results for the financial year ended March 31, 2016 are set forth below:


Total Revenue 1,26,53,141 87,65,652 52,20,877 Profit After Tax 14,36,738 (3,52,147) (33,12,200) Equity Share Capital 1,00,000 1,00,000 1,00,000 Reserve & Surplus (60,51,552) (74,88,320) (71,36,173) Earnings per share 143.68 (35.21) (331.22)


109

DIVIDEND POLICY

The decision of the Board with respect to the payment of dividend is dependent upon the following financial parameters:

Operating cash flow of the Company Profit earned during the year Profit available for distribution Earnings per share

Certain other internal and external factors considered by the Board while declaration of dividend are stated below: Internal Factors:

Working capital requirements Capital expenditure requirement Business expansion and growth Likelihood of crystallization of contingent liabilities, if any Additional investment in subsidiaries and associates of the company Up gradation of technology and physical infrastructure Creation of contingency fund Acquisition of brands and business Cost of Borrowing Past Dividend payout ratio/trends

External Factors:

Economic environment Capital markets Global conditions Statutory provisions and guidelines Dividend payout ratio of competitors

Our Company has not declared any dividend since incorporation.


110

SECTION V

FINANCIAL INFORMATION


111


112


113


114


115

Part I : Statement of Standalone Results for Quarter and Year Ended 31-03-2017(Rupees in Crores / in Ten Million)

Sr. No.


31-03-2017


31-12-2016


31-03-2016

For The Year ended

31-03-2017



Unaudited Unaudited Unaudited Audited Audited1 Income From Operations

a) Net sales/income from operations 113.47 97.56 2.06 408.96 6.81 b) Other Operating Income 14.83 8.56 - 42.53 - Total Income from operations (net) 128.30 106.12 2.06 451.49 6.81


a) Cost of materials consumed 36.72 32.52 - 139.41 - b) Purchase of stock-in-trade 4.47 8.61 - 13.14 - c) Changes in inventories of f inished goods, w ork-in-progress and stock-in-trade

7.40 (9.26) - (10.48) -

d) Employee benefits expense 15.33 17.63 - 66.76 - e) Finance costs 3.24 8.73 0.23 39.17 0.99 f) Depreciation and amortisation expense (Refer Note No. 3) 34.08 34.09 135.85 - g) Other Expenditure 28.93 21.23 1.60 94.53 5.13 Total expenses 130.17 113.55 1.83 478.38 6.12


35.68 (5.46) 0.27 43.91 1.01

6 Share of Profit from associates and Joint Ventures - - - - - 7 Profit/(Loss) from ordinary activities after finance

costs but before exceptional items (5-6)35.68 (5.46) 0.27 43.91 1.01


- Current Tax 5.65 1.24 0.05 9.58 0.19 - MAT Credit Entitlement (3.59) (1.24) 0.03 (7.51) (0.08) - Deferred tax 13.44 (1.93) - 17.60 -

11 Net Profit/(Loss) after tax (9-10) 20.18 (3.53) 0.19 24.24 0.89 12 Other Comprehensive Income (Net of Tax) (Refer Note

No. 5)(A) Other Comprehensive Income / (expenses) not to be reclassif ied to profit or loss- (i) Re meaurement gains/ (Losses) on defined benefit plans (0.11) (0.15) - (0.57) - (ii) Income Tax effect 0.04 0.05 - 0.20 - (b) (i) Changes in fair value of FVTOCI equity instruments 0.90 0.79 - (0.84) -

(ii) Income tax relating to items that w ill not be reclassif ied to profit or loss

1.57 (0.61) - 1.34 -

(iii) Movement in Foreign currency translation reserve - - - - - (B) Other Comprehensive Income / (expenses) to be reclassif ied to profit or loss-

- - - - -


22.58 (3.45) 0.19 24.38 0.89

14 Profit for the period attributable to :(a) Ow ners of the company - - - - - (b) Non Controlling Interest - - - - - Profit for the period - - - - -

15 Other Comprehensive Income for the period attributable to:(a) Ow ners of the company - - - - -

(b) Non Controlling Interest - - - - - Other Comprehensive Income - - - - -

16 Total Comprehensive Income for the period attributable to:(a) Ow ners of the company - - - - - (b) Non Controlling Interest - - - - - Total Comprehensive Income - - - - -

17 Earning per equity share (face value of Rs. 2/- eacha) Basic (not annualised for the quarter) 1.25 (0.22) 28.26 1.50 35.69 b) Diluted (not annualised for the quarter) 1.25 (0.22) 28.26 1.50 35.69

Standalone


116

Part I : Statement of Consolidated Results for Quarter and Year Ended 31-03-2017(Rupees in Crores / in Ten Million)

Sr. No.



31-12-2016


Unaudited Unaudited Audited1 Income From Operations

a) Net sales/income from operations 487.10 356.47 1,633.86 b) Other Operating Income 47.12 5.60 79.83 Total Income from operations (net) 534.22 362.07 1,713.69

2 Other Income 3.82 15.53 26.13 3 Total Income 538.04 377.60 1,739.82 4 Expenses

a) Cost of materials consumed 69.12 142.69 316.44 b) Purchase of stock-in-trade 15.62 - 13.14 c) Changes in inventories of f inished goods, w ork-in-progress and stock-in-trade

32.66 (74.29) (0.28)

d) Employee benefits expense 177.12 130.88 596.02 e) Finance costs 10.14 13.39 49.01 f ) Depreciation and amortisation expense (Refer Note No. 3) 56.99 51.36 213.50 g) Other Expenditure 93.01 67.05 335.02 Total expenses 454.65 331.09 1,522.85


83.39 46.52 216.97

6 Share of Profit from associates and Joint Ventures 0.52 0.37 0.89 7 Profit/(Loss) from ordinary activities after finance

costs but before exceptional items (5-6)82.87 46.15 216.08

8 Exceptional Items - - - 9 Profit/(Loss) before tax (7-8) 82.87 46.15 216.08 10 Tax expense 40.08 17.19 70.65

- Current Tax 22.69 15.78 55.40 - MAT Credit Entitlement (3.59) (1.24) (7.51) - Deferred tax 20.98 2.65 22.76

11 Net Profit/(Loss) after tax (9-10) 42.79 28.96 145.43 12 Other Comprehensive Income (Net of Tax) (Refer Note

No. 5)(A) Other Comprehensive Income / (expenses) not to be reclassif ied to prof it or loss- (i) Re meaurement gains/ (Losses) on defined benefit plans 15.02 (0.15) 14.56 (ii) Income Tax effect 0.04 0.05 0.20 (b) (i) Changes in fair value of FVTOCI equity instruments 0.90 0.79 (0.84)

(ii) Income tax relating to items that w ill not be reclassified to prof it or loss

1.57 (0.61) 1.34

(iii) Movement in Foreign currency translation reserve (96.94) (75.52) (214.02) (B) Other Comprehensive Income / (expenses) to be reclassif ied to prof it or loss-

- - -


(36.62) (46.48) (53.32)

14 Profit for the period attributable to :(a) Ow ners of the company 42.79 28.96 145.43 (b) Non Controlling Interest - - - Profit for the period 42.79 28.96 145.43

15 Other Comprehensive Income for the period attributable to:(a) Ow ners of the company (79.41) (75.44) (198.75)

(b) Non Controlling Interest - - - Other Comprehensive Income (79.41) (75.44) (198.75)

16 Total Comprehensive Income for the period attributable to:(a) Ow ners of the company (36.62) (46.48) (53.32) (b) Non Controlling Interest - - - Total Comprehensive Income (36.62) (46.48) (53.32)

17 Earning per equity share (face value of Rs. 2/- eacha) Basic (not annualised for the quarter) 2.65 1.79 9.01 b) Diluted (not annualised for the quarter) 2.65 1.79 9.01

Consolidated


117

Segm ent w ise Revenue, Result and Capital EmployedSr. No



31-12-2016


Unaudited Unaudited Audited

1 Segm ent Revenue(a) CRAMS 352.27 256.72 1,179.77 (b) Others 134.82 99.75 454.09 Total 487.10 356.47 1,633.86 Less: Inter-segment Revenue - - Net Sales /Incom e from Operation 487.10 356.47 1,633.86

2 Segm ent Results {Profit/(Loss) before tax and interest from each segm ent}

(a) CRAMS* 75.50 33.72 148.97

(b) Others* 14.20 10.66 61.30

Total 89.70 44.38 210.27 Less: i) Interest 10.14 13.39 49.01 ii) Other un-allocable expenditure net off un-allocable income (3.82) (15.53) (55.71)

Total Profit/(Loss) Before Tax 83.39 46.52 216.97






118

Part I : Statement of Standalone / Consolidated Results as at 31-03-2017


Particulars CONSOLIDATED As at

31-03-2017 As at

31-03-2016 As at

31-03-2017 Audited Audited Audited


a) Property, plant and equipment 797.71 - 1,343.36

b) Capital w ork-in-progress 29.20 - 121.53

c) Investment property 0.00 - 4.63

d) Goodw ill 1,127.84 - 3,455.15

e) Other Intangible assets 1.53 - 48.76

f ) Intangible assets under development 11.35 - 11.35

g) Financial Assets

i) Investments 2,593.82 - 39.59

ii) Trade receivables - - 0.00

ii) Loans 40.23 - 35.01

iii) Others 0.46 - 2.77

h) Deferred tax assets(net) - - 91.45

i) Other non-current assets 165.19 - 179.09

4,767.33 0.00 5,332.692 Current assets

a) Inventories 151.80 - 426.58

b) Financial Assets 0.00 - 0.00

i) Investments 167.37 - 0.00

ii) Trade receivables 71.18 - 285.55

iii) Cash and cash equivalents 29.86 0.58 58.61iv) Bank balances other than (iii) above 10.45 0.02 28.78v) Loans 35.27 - 95.82

vi) Others 55.80 10.81 145.35c) Current Tax Assets (Net) 72.94 - 15.33

d) Other current assets 174.86 0.71 204.72769.52 12.11 1,260.74

5,536.85 12.11 6,593.43


(a) Share capital - 0.05 -

(b) Other equity (Refer Note No. 3) 4,770.74 0.28 4,813.984,770.74 0.33 4,813.98



a) Financial liabilitiesi) Borrow ings 144.62 8.98 460.12ii) Trade payables - - -

iii) Other f inancial liabilities - - -

b) Provisions 6.59 - 221.40

c) Deferred tax liabilities (Net) 95.68 - 99.41

d) Other non-current liabilities 118.06 - 4.86

364.95 8.98 785.78Current liabilities

a) Financial liabilitiesi) Borrow ings 256.31 - 433.92

ii) Trade payables 58.14 - 85.64

iii) Other f inancial liabilities 50.59 - 117.13

b) Other current liabilities 34.86 2.64 291.10c) Provisions 1.26 0.15 19.00d) Current tax liabilities(Net) - - 46.88

401.16 2.80 993.67

5,536.85 12.11 6,593.43

STANDALONE


119


120


121

ANNEXURE - 1 : PROFORMA FINANCIAL STATEMENTSPart I : Statement of Standalone Results for Quarter and Year Ended 31-03-2017


Sr. No.


31-03-2017


31-12-2016


31-03-2016

For The Year ended

31-03-2017



Unaudited Unaudited Unaudited Audited Unaudited1 Income From Operations

a) Net sales/income from operations 113.47 97.56 139.90 408.96 493.25 b) Other Operating Income 14.83 8.56 5.90 42.53 23.49 Total Income from operations (net) 128.30 106.12 145.80 451.49 516.74


a) Cost of materials consumed 36.72 32.52 51.01 139.41 184.71 b) Purchase of stock-in-trade 4.47 8.61 0.07 13.14 5.91 c) Changes in inventories of f inished goods, w ork-in-progress and stock-in-trade

7.40 (9.26) (2.55) (10.48) 8.86

d) Employee benefits expense 15.33 17.63 17.60 66.76 65.28 e) Finance costs 3.24 8.73 7.42 39.17 69.48 f ) Depreciation and amortisation expense (Refer Note No. 3) 34.08 34.09 34.32 135.85 136.53 g) Other Expenditure 28.93 21.23 23.30 94.53 80.74 Total expenses 130.17 113.55 131.17 478.38 551.51


35.68 (5.46) 15.69 43.91 26.94

6 Share of Profit from associates and Joint Ventures - - - - -

7Profit/(Loss) from ordinary activities after finance costs but before exceptional items (5-6)

35.68 (5.46) 15.69 43.91 26.94


- Current Tax 5.65 1.24 9.83 9.58 6.67

- MAT Credit Entitlement (3.59) (1.24) (9.70) (7.51) (6.54) - Deferred tax 13.44 (1.93) 5.73 17.60 11.81

11 Net Profit/(Loss) after tax (9-10) 20.18 (3.53) 9.83 24.24 15.00 12 Other Comprehensive Income (Net of Tax) (Refer Note

No. 5)(A) Other Comprehensive Income / (expenses) not to be reclassif ied to prof it or loss-

(i) Re meaurement gains/ (Losses) on defined benefit plans

(0.11) (0.15) (0.15) (0.57) (0.61)

(ii) Income Tax effect 0.04 0.05 0.05 0.20 0.21 (b) (i) Changes in fair value of FVTOCI equity instruments 0.90 0.79 2.63 (0.84) 3.24 (ii) Income tax relating to items that w ill not be reclassif ied to prof it or loss

1.57 (0.61) (0.18) 1.34 2.83

(iii) Movement in Foreign currency translation reserve - - - - - (B) Other Comprehensive Income / (expenses) to be reclassif ied to prof it or loss-

- - - - -


22.58 (3.45) 12.18 24.38 20.67

14 Profit for the period attributable to :(a) Ow ners of the company - - - - - (b) Non Controlling Interest - - - - -

Profit for the period - - - - - 15 Other Comprehensive Income for the period attributable to:

(a) Ow ners of the company - - - - - (b) Non Controlling Interest - - - - -

Other Comprehensive Income - - - - - 16 Total Comprehensive Income for the period attributable to:

(a) Ow ners of the company - - - - - (b) Non Controlling Interest - - - - -

Total Comprehensive Income - - - - - 17 Earning per equity share (face value of Rs. 2/- each

a) Basic (not annualised for the quarter) 1.25 (0.22) 0.61 1.50 0.93 b) Diluted (not annualised for the quarter) 1.25 (0.22) 0.61 1.50 0.93

Standalone


122

ANNEXURE - 1 : PROFORMA FINANCIAL STATEMENTSPart I : Statement of Consolidated Results for Quarter and Year Ended 31-03-2017


Sr. No.


31-03-2017


31-12-2016


31-03-2016




Unaudited Unaudited Unaudited Audited Unaudited1 Income From Operations

a) Net sales/income from operations 487.10 356.47 407.54 1,633.86 1,567.49 b) Other Operating Income 47.12 5.60 16.43 79.83 34.20 Total Income from operations (net) 534.22 362.07 423.97 1,713.69 1,601.69

2 Other Income 3.82 15.53 12.95 26.13 26.54 3 Total Income 538.04 377.60 436.92 1,739.82 1,628.23 4 Expenses

a) Cost of materials consumed 69.12 142.69 104.24 316.44 379.19 b) Purchase of stock-in-trade 15.62 - 15.52 13.14 15.52 c) Changes in inventories of f inished goods, w ork-in-progress and stock-in-trade

32.66 (74.29) (42.32) (0.28) (52.77)

d) Employee benefits expense 177.12 130.88 157.60 596.02 535.49 e) Finance costs 10.14 13.39 20.47 49.01 94.44 f) Depreciation and amortisation expense (Refer Note No. 3) 56.99 51.36 52.02 213.50 197.51 g) Other Expenditure 93.01 67.05 84.36 335.02 313.94 Total expenses 454.65 331.09 391.89 1,522.85 1,483.32


83.39 46.52 45.03 216.97 144.91

6 Share of Profit from associates and Joint Ventures 0.52 0.37 0.11 0.89 0.11

7Profit/(Loss) from ordinary activities after finance costs but before exceptional items (5-6)

82.87 46.15 44.92 216.08 144.80

8 Exceptional Items - - - - - 9 Profit/(Loss) before tax (7-8) 82.87 46.15 44.92 216.08 144.80 10 Tax expense 40.08 17.19 (2.09) 70.65 42.11

- Current Tax 22.69 15.78 7.62 55.40 52.61

- MAT Credit Entitlement (3.59) (1.24) (4.68) (7.51) (4.68) - Deferred tax 20.98 2.65 (5.04) 22.76 (5.82)

11 Net Profit/(Loss) after tax (9-10) 42.79 28.96 47.01 145.43 102.69 12 Other Comprehensive Income (Net of Tax) (Refer Note

No. 5)(A) Other Comprehensive Income / (expenses) not to be reclassif ied to profit or loss-

(i) Re meaurement gains/ (Losses) on defined benefit plans

15.02 (0.15) (0.15) 14.56 (0.61)

(ii) Income Tax effect 0.04 0.05 0.05 0.20 0.21 (b) (i) Changes in fair value of FVTOCI equity instruments 0.90 0.79 2.63 (0.84) 3.24 (ii) Income tax relating to items that w ill not be reclassif ied to profit or loss

1.57 (0.61) (0.18) 1.34 2.83

(iii) Movement in Foreign currency translation reserve (96.94) (75.52) 80.41 (214.02) 169.37 (B) Other Comprehensive Income / (expenses) to be reclassif ied to profit or loss-

- - - - -


(36.62) (46.48) 129.77 (53.32) 277.73

14 Profit for the period attributable to :(a) Ow ners of the company 42.79 28.96 47.01 145.43 102.69 (b) Non Controlling Interest - - - - -

Profit for the period 42.79 28.96 47.01 145.43 102.69 15 Other Comprehensive Income for the period attributable to:

(a) Ow ners of the company (79.41) (75.44) 82.76 (198.75) 175.04 (b) Non Controlling Interest - - - - -

Other Comprehensive Income (79.41) (75.44) 82.76 (198.75) 175.04 16 Total Comprehensive Income for the period attributable to:

(a) Ow ners of the company (36.62) (46.48) 129.77 (53.32) 277.73 (b) Non Controlling Interest - - - - -

Total Comprehensive Income (36.62) (46.48) 129.77 (53.32) 277.73 17 Earning per equity share (face value of Rs. 2/- each

a) Basic (not annualised for the quarter) 2.65 1.79 2.91 9.01 6.36 b) Diluted (not annualised for the quarter) 2.65 1.79 2.91 9.01 6.36

Consolidated


123

Segment w ise Revenue, Result and Capital EmployedSr. No


31-03-2017


31-12-2016


31-03-2016




Unaudited Unaudited Unaudited Audited Unaudited

1 Segment Revenue(a) CRAMS 352.27 256.72 300.91 1,179.77 1,115.77 (b) Others 134.82 99.75 106.63 454.09 451.72 Total 487.10 356.47 407.54 1,633.86 1,567.49 Less: Inter-segment Revenue - - - Net Sales /Income from Operation 487.10 356.47 407.54 1,633.86 1,567.49

2 Segment Results {Profit/(Loss) before tax and interest from each segment}

(a) CRAMS* 75.50 33.72 44.27 148.97 96.75

(b) Others* 14.20 10.66 8.28 61.30 74.62

Total 89.70 44.38 52.55 210.27 171.37 Less: i) Interest 10.14 13.39 20.47 49.01 94.44 ii) Other un-allocable expenditure net off un-allocable income (3.82) (15.53) (12.95) (55.71) (67.98)

Total Profit/(Loss) Before Tax 83.39 46.52 45.03 216.97 144.91






124

ANNEXURE - 1 : PROFORMA FINANCIAL STATEMENTSPart I : Statement of Standalone / Consolidated Results as at 31-03-2017


Particulars As at

31-03-2017 As at

31-03-2016 As at

31-03-2017 As at

31-03-2016 Audited Unaudited Audited Unaudited


a) Property, plant and equipment 797.71 824.52 1,343.36 1,359.91b) Capital w ork-in-progress 29.20 20.71 121.53 133.00c) Investment property - - 4.63 5.25d) Goodw ill 1,127.84 1,216.30 3,455.15 3,746.93e) Other Intangible assets 1.53 1.58 48.76 38.19f) Intangible assets under development 11.35 - 11.35 - g) Financial Assets

i) Investments 2,593.82 2,597.72 39.59 43.08ii) Trade receivables - - - ii) Loans 40.23 40.25 35.01iii) Others 0.46 3.16 2.77 6.08

h) Deferred tax assets(net) - - 91.45 30.75i) Other non-current assets 165.19 109.03 179.09 175.46j) Current tax assets

4,767.33 4,813.26 5,332.69 5,538.672 Current assets

a) Inventories 151.80 137.99 426.58 339.86b) Financial Assets

i) Investments 167.37 167.37 -

ii) Trade receivables 71.18 72.86 285.55 315.31iii) Cash and cash equivalents 29.86 3.81 58.61 34.81iv) Bank balances other than (iii) above 10.45 6.30 28.78 26.44v) Loans 35.27 69.99 95.82 112.81vi) Others 55.80 27.39 145.35 148.13

c) Current Tax Assets (Net) 72.94 46.65 15.33 13.33d) Other current assets 174.86 236.46 204.72 260.66

769.52 768.82 1,260.74 1,251.35

5,536.85 5,582.09 6,593.43 6,790.02


(a) Share capital - - - -

(b) Other equity (Refer Note No. 3) 4,770.74 4,773.73 4,813.98 4,901.444,770.74 4,773.73 4,813.98 4,901.44



a) Financial liabilitiesi) Borrow ings 144.62 272.33 460.12 512.57ii) Trade payables - - - -

iii) Other f inancial liabilities - - - -

b) Provisions 6.59 5.74 221.40 241.03c) Deferred tax liabilities (Net) 95.68 86.94 99.41 112.50d) Other non-current liabilities 118.06 0.00 4.86 6.36

364.95 365.02 785.78 872.47Current liabilities

a) Financial liabilitiesi) Borrow ings 256.31 268.08 433.92 400.58ii) Trade payables 58.14 76.10 85.64 114.35iii) Other f inancial liabilities 50.59 96.19 117.13 132.15

b) Other current liabilities 34.86 1.78 291.10 326.10c) Provisions 1.26 1.20 19.00 8.40d) Current tax liabilities(Net) - - 46.88 34.53

401.16 443.34 993.67 1,016.11

5,536.85 5,582.09 6,593.43 6,790.02

STANDALONE CONSOLIDATED


125

SECTION VI

LEGAL & OTHER INFORMATION

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

Except as described below, there are no material outstanding litigations, suits or criminal or civil prosecutions, proceedings or tax liabilities against our Company (in the name of our Company and / or entities which were acquired by our Company), our Directors and our Promoter and Promoter Group and there are no defaults, non-payment or overdue of statutory dues, institutional / bank dues and dues payable to holders of any debentures, bonds and fixed deposits, other unclaimed liabilities against our Company or Directors or Promoter. Further, no disciplinary action has been taken by SEBI or any stock exchanges against our Company, our Directors and our Promoter and Group Companies. For the purpose of determining the material litigations, outstanding litigation involving our Company, our Directors, our Promoters and Promoter Group, our Subsidiaries, Step-down subsidiaries and Joint Ventures, which exceed Rs. 1 crore shall be considered as material litigation. Dues owed by our Company to the small scale undertakings and other creditors exceeding 5% of total outstanding amount of creditors has been considered as material dues for our Company and accordingly, we have disclosed consolidated information of outstanding dues owed to small scale undertakings and other creditors, separately giving details of number of cases and amount for all dues where each of the dues exceed Rs.2.90 crores. However, in the event of litigations wherein a monetary liability is not quantifiable, such litigation shall be considered as material only in the event that the outcome of such litigation has a bearing on the operations or performance of the Company. Except stated as under, there are no material:

litigation or legal action pending or taken by any Ministry or Department of the

Government or a statutory authority against the Promoter of our Company during the last five years immediately preceding the date of the Information Memorandum and no direction has been issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action.

pending litigation involving our Company, Promoter, Directors or any other person, whose outcome could have material adverse effect on the position of our Company

no pending proceedings initiated against our Company for economic offences no defaults and non-payment of statutory dues etc.


126

1. Outstanding Litigations filed against erstwhile DPCL which now stands transferred to the Company

− Direct Tax Litigations

Sr. No.

Name of Statute

Nature of Dues

Amount (in Crs)

Period to which the

amount relates

Forum where dispute is pending

1. Income Tax Act, 1961

Demand under section 143(3)

2.01 FY 2001-02 High Court of Gujarat






1.56 FY 2003-04 Income Tax Appellate Tribunal








Demand under section 271(1)(c)
















0.47 FY 2008-09 Commissioner of Income Tax (Appeals)


Demand under section 147 r.s.w. 143(3)



Demand under section 147 r.w.s. 143(3)


14. Income Tax Demand 41.68 FY 2011-12 Commissioner of


127

Sr. No.

Name of Statute

Nature of Dues

Amount (in Crs)

Period to which the

amount relates


Act, 1961 under section 147 r.w.s. 143(3)

Income Tax (Appeals)




− Indirect Tax Litigations

Sr. No.

Name of Statute

Nature of Dues

Amount (in Crs)

Period to which the

amount relates


1. Central Excise Act, 1944

Excise Duty and Service Tax

0.13 2003-04 High Court



1.21

2006-07, 2008-09, 2009-10, 2012-13

Central Excise and Service Tax Appellate Tribunal



2.73

2006-07, 2008-09

to 2015-16

Commissioner of Central Excise (Appeals)

4. Central Sales Tax Act, 1956

Sales tax 0.24 2001-02

Joint Commissioner, Commercial Tax

5. Central Sales Tax Act, 1956

Sales tax 1.18 2006-07

Commercial Tax Gujarat VAT Tribunal

6. Gujarat Sales Tax, Act

Sales tax 1.43

2001-02, 2007-08

Joint Commissioner, Commercial Tax

7. Gujarat Sales Tax, Act

Sales tax 1.49 2006-07

Commercial Tax Gujarat VAT Tribunal

− Other Litigations

Sr. No. Case

No./Year

Complainant

Authority/Court Brief details of Case/litigation

1.

Docket No.

MID-L-7832-13

FDA Smart Inc.

Superior Court of New Jersey,

USA

In December, 2013, FDA Smart filed lawsuit against DPCL and Dishman USA, alleging breach of contract for DPCL’s alleged failure to make payments due under an MOU dated 23.04.2013 executed between


128

Sr. No. Case

No./Year

Complainant


Dishman Group, FDA Smart Inc and PKM Advisory Services P. Ltd., in connection with the sale of a Pharmaceutical manufacturing facility located in Shanghai, China and owned by CARBOGEN AMCIS (Shanghai) Co. Ltd., a Chinese Subsidiary of DPCL.

2.

564/2014

PKM Advisory

Services P. Ltd

City Civil Court,

Ahmedabad

Long Cause suit filed against DPCL and FDA Smart Inc. by PKM Advisory Services P. Ltd. for recovery of his right in DPCL’s alleged failure to make payments due under an MOU dated 23.04.2013 executed between Dishman Group, FDA Smart Inc and PKM Advisory Services P. Ltd., in connection with the sale of a Pharmaceutical manufacturing facility located in Shanghai, China and owned by CARBOGEN AMCIS (Shanghai) Co. Ltd., a Chinese Subsidiary of DPCL.

3. 3401/13 Factory

Inspector, Ahmedabad

Court of First Class Judicial

Magistrate, Sanand, District:

Ahmedabad.

Complaint filed by Factory Inspector under Factory Act, 1948 in respect of Fire took place at Company’s Bavla Unit on 20th September, 2012

2. Outstanding Litigations filed by erstwhile DPCL which now stands transferred to the

Company

Sr. No. Case No./Year

Respondent


1.

OP/27/2005

United India

Insurance Co. Ltd.

National Consumer

Dispute Redressal

Commission New Delhi

On 3rd October, 2002 a fire took place in the Company’s solvent recovery plant (Unit II) at Naroda. The Company had lodged an insurance claim amounting to Rs. 230 lacs towards loss of fixed assets and stock. The insurance company had passed the claim for Rs.71.23 lacs, which the Company has not accepted and against which, the Company has filed a complaint before the National Consumer Disputes Redressal Commission,


129

Sr. No. Case No./Year

Respondent


New Delhi under Consumer Protection Act, 1961, in the year 2005. The procedure of submission of evidence reply and counter reply i.e. pleading procedure is completed. Next hearing date has been fixed on 24th August, 2017.

2. 1756/2014

i) FD

A Smart Inc.

ii) PKM Advisory Services P. Ltd.

City Civil

Court, Ahmedabad

Suit file for permanent Injunction restraining the Respondent no i) from proceeding with the suit bearing docket No.MID-L-7832-13 before the Superior Court of New Jersey.

3. Outstanding Litigations by/against the Promoters and Promoter Group /Directors

Sr. No

Case No./ year

Land Revenue

Authority/ Court

Complainant Respondent

Survey / Block No. /Village

Brief Details of Litigation

1 1/16 Mamlatdar, Sanand Government Janmejay

Vyas

All Land held by

Mr. Janmejay R. Vyas

Dispute under Land Ceiling Act.

4. Outstanding Litigations by or against subsidiaries, step-down subsidiaries and joint ventures of erstwhile DPCL which now stands transferred to the Company

Sr. No.

Case No./Yea

r

Complainant

Respondent

Authority/Court

Brief details of Case/litigation

1.

Docket No.

MID-L-7832-13

FDA Smart Inc.

Dishman USA Inc.

Superior Court of New Jersey

In December, 2013, FDA Smart filed lawsuit against DPCL and Dishman USA, alleging breach of contract for DPCL’s alleged failure to make payments due under an MOU dated 23.04.2013 executed between Dishman Group, FDA Smart Inc and PKM


130

Sr. No.

Case No./Yea

r

Complainant

Respondent

Authority/Court

Brief details of Case/litigation

Advisory Services P. Ltd., in connection with the sale of a Pharmaceutical manufacturing facility located in Shanghai, China and owned by CARBOGEN AMCIS (Shanghai) Co. Ltd., a Chinese Subsidiary of DPCL.

5. Material Developments after the Date of Last Audited Financial statements as on March 31, 2017 There have not arisen since the date of the last audited financial statements i.e. March 31, 2017, any circumstances that may materially or adversely affect or are likely to affect our profitability taken as a whole or the value of our assets or our ability to pay our material liabilities.

6. Outstanding dues to Creditors

As on March 31, 2017, outstanding dues to Material Creditors are as follows: (INR in Crs)

Material Creditors No. of Creditors Amount outstanding Small scale undertakings - - Other creditors 1 12.83

The details pertaining to net outstanding dues towards our Material Creditors are available on the website of our Company at www.dishmangroup.com.


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GOVERNMENT AND OTHER APPROVALS

Pursuant to the Scheme, all permits, authorizations, licenses, consents, registrations, approvals, municipal permissions, industrial licenses, insurance policies, registrations, connections for water, electricity and drainage, sanctions, obligations/benefits arising out of bank guarantees given with respect to any appeals with the relevant authorities, privileges, easements and advantages, facilities, rights, powers and interests (whether vested or contingent) and intellectual property rights shall stand transferred to and vested in or shall be deemed to be transferred to and vested in DCAL as if the same were originally given or issued to or executed in favour of DCAL, and the rights and benefits under the same shall be available to DCAL. However, few approvals and registrations which are to be transferred from erstwhile DPCL to the Company pursuant to the Scheme are in the process of being transferred and registered in the name of the Company, which inter alia includes the following: − Mutation Entries in Land Revenue Authority − Registration under Employee State Insurance and Provident Fund Authority − Product Licenses with Food & Drug Control Administration, Gandhinagar − Licenses for use of Boiler with Indian Boiler Regulatory Authority


132

SECTION VII

REGULATORY AND STATUTORY DISCLOSURES

Authority of Listing The Hon’ble High Court of Gujarat vide its Order dated December 16, 2016 (certified copy received by the Company on 2nd March, 2017) has approved the Scheme of Arrangement and Amalgamation among Dishman Pharmaceuticals and Chemicals Limited, Carbogen Amcis (India) Limited and Dishman Care Limited and their respective shareholders and creditors. For more details relating to the Scheme, please refer to the sub-section titled “Scheme of Arrangement and Amalgamation” under section “Introduction” on page 41 of this Information Memorandum. In accordance with the said Scheme, the equity shares of our Company issued pursuant to the Scheme shall be listed and admitted to trading on the NSE and BSE. Such listing and admission for trading is not automatic and is subject to fulfilment by the Company of criteria of NSE and BSE and also subject to such other terms and conditions as may be prescribed by NSE and BSE at the time of application by our Company seeking listing. Our Company has received Observation Letters from NSE and BSE vide their letters each dated 12th May, 2016. The Company has received in-principle approval for listing of its Equity Shares on NSE and BSE vide their letter no.NSE/LIST/12901 dated 14th July, 2017 and DCS/AMAL/SV/IP/875/2017-18 dated 20th July, 2017 respectively. Further, the company has received relaxation under Rule 19(2)(b) of SCRR from SEBI vide their letter no.CFD/DIL-I/BNS/AKD/22054/2017 dated 13th September, 2017 for listing of the Equity Shares of DCAL on stock exchanges. Prohibition by SEBI The Company, its promoters, its promoter group, its directors, other companies promoted by the promoters have not been prohibited from accessing the capital market under any order or direction passed by SEBI. Further, none of the directors of the Company are associated with the securities market in any manner, and SEBI has not initiated any action against the Directors or any entity, with whom the directors of the Company are associated. The listing of securities of our Company has never been refused at any time by any stock exchange in India or abroad. Eligibility Criteria There being no initial public offering or rights issue, the eligibility criteria in terms of Chapter III & IV of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended does not become applicable. Wilful defaulters by Reserve Bank of India The Company, its promoter, its promoter group, the relatives (as per the Companies Act, 2013) of Promoter and other companies promoted by the Promoter are not identified as wilful defaulters by Reserve Bank of India or other authorities. General Disclaimer from the Company The Company accepts no responsibility for statements made otherwise than in the Information Memorandum or in the advertisements to be published in terms of SEBI Circular no. CIR/CFD/CMD/16/2015 dated November 30, 2015, as amended from time to time, if any, or any other material issued by or at the instance of the Company and that anyone placing reliance on any other source of information would be doing so at his own risk. All


133

information shall be made available by our Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner. Jurisdiction Exclusive jurisdiction for the purpose of this Information Memorandum is with the competent courts / authorities in Gujarat, India. Disclaimer Clause - BSE As required, a copy of this Information Memorandum has been submitted to BSE. BSE has vide its letter dated 12th May, 2016 granted its observations on the Scheme and by virtue of that approval, BSE’s name is included in this Information Memorandum as one of the Stock Exchanges on which the Company’s securities are proposed to be listed. Disclaimer Clause - NSE As required, a copy of this Information Memorandum has been submitted to NSE. NSE has vide its letter dated 12th May, 2016 granted its observations on the Scheme and by virtue of that approval, the NSE’s name is included in this Information Memorandum as one of the Stock Exchanges on which the Company’s securities are proposed to be listed. Filing Copy of this Information Memorandum has been filed with BSE and NSE. Listing Application has been made to BSE and NSE for permission for listing and trading in and for an official quotation of the Equity Shares of the Company. The Company has nominated BSE as the Designated Stock Exchange for the aforesaid listing of shares. The Company shall ensure that all steps for the completion of necessary formalities for listing and commencement of trading at all the Stock Exchanges mentioned above within such period as approved by SEBI. Demat Credit The Company has executed tri-partite Agreements with CDSL and NSDL dated 30th December, 2016 and 11th January, 2017, respectively, for admitting its securities in demat form. The ISIN allotted to the Company’s Equity Shares is INE385W01011. Shares have been allotted to those shareholders who have provided necessary details to the Company and/or who were holding their shares in DPCL in demat form as on the Record Date i.e. 31st May, 2017. The demat shares have been credited to the demat accounts of the shareholders by CDSL and NSDL and was completed by 13th June, 2017 and 15th June, 2017 respectively. Dispatch of share certificates Pursuant to the Scheme, on 6th June 2017, our Company has issued and allotted its Shares to eligible shareholders of DPCL on the Record Date and our Company has dispatched share certificates to those shareholders holding shares in DPCL in physical form on 21st June 2017. Expert Opinions Save as stated elsewhere in this Information Memorandum, we have not obtained an expert opinion. Previous Public Issues


134

The Company has not made any public issue since its incorporation. Commission and Brokerage on previous issues Since the Company has not issued shares to the public in the past, no sum has been paid or is payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares since its inception. Companies under the same management There is no listed company under the same management within the meaning of Section 370(1B) of the erstwhile Companies Act, 1956. Performance vis-à-vis Objects This is for the first time the Company is getting listed on the Stock Exchange. Stock Market Data for Equity Shares of the Company Equity shares of the Company are not listed on any stock exchanges. The Company is seeking approval for listing of shares through this Information Memorandum. Disposal of Investor Grievances Link Intime India Pvt. Ltd. is the Registrar and Transfer Agent of the Company to accept the documents / requests / complaints from the investors / shareholders of the Company. All documents are received at the inward department, where the same are classified based on the nature of the queries/actions to be taken and coded accordingly. The documents are then electronically captured before forwarding to the respective processing units. The documents are processed by professionally trained personnel. The Company/RTA has set up service standards for each of the various processes involved such as effecting the transfer/dematerialization of securities/change of address ranging from 3-15 days. The Company Secretary and Compliance Officer of the Company is vested with responsibility of addressing the Investor Grievance in coordination with Registrar & Transfer Agents. Name and Contact Address of the Company Secretary and Compliance Officer: Ms. Shrima Dave Compliance Officer and Company Secretary Bhadr-Raj Chambers, Swastik Cross Roads, Navrangpura, Ahmedabad, Gujarat – 380 009 Tel. No: 079-2644 3053 Fax No: 079-2642 0198 Email : [email protected]


135

Change in auditors since incorporation There has been a change in our Auditors as follows:

Year Auditor

FY 2007-08 to FY 2012-13

M/s Kunte & Associates (FRN - 113301W) 302, Shivalik 10, Opposite SBI Zonal Office, S.M. Road, Ambawadi, Ahmedabad - 380 015. Contact No - 91 7965236265

FY 2013-14 to FY 2015-16

M/s V. D. Shukla & Co (FRN - 110240W) B-213, Gopal Palace, Nr. Shiromani Flats Opp. Ocean Park, Shivranjani-Nehrunagar Road Nehrunagar, Ahmedabad – 380 015 Tel No: 079-26740078

FY 2016-17

M/s V. D. Shukla & Co (FRN - 110240W) B-213, Gopal Palace, Nr. Shiromani Flats Opp. Ocean Park, Shivranjani-Nehrunagar Road Nehrunagar,Ahmedabad – 380 015 Tel No: 079-26740078 M/s Haribhakti & Co. LLP 701, Leela Business Park, Andheri Kurla Road, Andheri (E), Mumbai – 400059 Registration No: 103523W Tel No: 022-66729999

Capitalization of reserves or profits There has been no capitalization of reserve or profits since incorporation. Revaluation of assets Our Company has not revalued its assets since incorporation. However in terms Clause 13.1 of Chapter 4 of the Scheme, the accounting for amalgamation shall be done as per the purchase method in accordance with the Accounting Standard 14 – “Accounting for Amalgamations” notified under the 1956 Act read with General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of 2013 Act. Accordingly, the asset and liabilities of erstwhile DPCL transferred to and vested with DCAL pursuant to the Scheme are recorded by DCAL at their respective fair values.


136

PROVISIONS OF THE ARTICLES OF ASSOCIATION

The following regulations comprised in these Articles of Association were adopted pursuant to the members’ resolution passed at the Extra Ordinary General Meeting held on 16th December, 2015 in substitution for, and to the entire exclusion of, the earlier regulations comprised in the extant Articles of Association of the Company.

PRELIMINARY AND INTERPRETATION 1. (1) The Regulations contained in Table “F” in Schedule I of the Companies Act, 2013

shall not apply to the Company, except in so far as the same are repeated, contained or expressly made applicable in these Articles or by the said Act.

(2)

(a) The marginal notes used in these Articles shall not affect the construction thereof.

(b) In the interpretation of these Articles, the following expressions shall have the following meanings, unless repugnant to the subject or context

“Act” means the Companies Act, 2013 or any statutory modification or re-enactment thereof for the time being in force and the Companies Act 1956, so far as may be applicable. “Articles” means these articles of association of the Company or as altered from time to time. “Board of Directors” or “Board” means collective body of Directors of the Company. “Company” means “DISHMAN CARBOGEN AMCIS LIMITED”. “Depository” means and includes a Company as defined in the Depositories Act 1996. “Rules” means the applicable rule for the time being in force as prescribed in relevant sections of the Act. “Seal” means Common Seal of the Company. “Secretarial Standards” means standards provided by the Institute of Companies Secretaries of India “Securities” means the securities as defined in clause (h) of Section 2 of the Securities Contracts (Regulation) Act 1956.

(c) Words importing the masculine gender also include, where the context requires or

admits, the feminine and neuter gender.

(d) Words importing the singular number also include, where the context requires or admits, the plural number and vice-versa.


137

(e) Unless the context otherwise requires, words or expression contained in these

Articles shall bear the same meaning as in the Act or the Rules, as the case may be.

SHARE CAPITAL AND VARIATION OF RIGHTS

2. Subject to the provisions of the Act and these Articles, the shares in the capital of the

company shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par and at such time as they may from time to time think fit. The Company may issue equity with voting rights and/or with differential rights as to dividend, voting or otherwise in accordance with the Rules and preference shares.

3. (i) Every person whose name is entered as a member in the register of members shall

be entitled to receive within two months after allotment or within one month after the application for the registration of transfer or transmission or within such other period as the conditions of issue provide,—

(a) one certificate for all his shares without payment of any charges; or (b) Several certificates, each for one or more of his shares, upon payment of such

sum as may be fixed by the Board for each certificate after the first.

(ii) Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid-up thereon.

(iii) In respect of any share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.

4. Every holder of or subscriber to Securities of the Company shall have the option to

receive security certificates or to hold the Securities with a depository. Such a person who is the beneficial owner of the Securities can at any time opt out of a Depository, if permitted, by the law, in respect of any Securities in the manner provided by the Depositories Act, 1996 and the Company shall, in the manner and within the time prescribed, issue to the beneficial owner the required Certificates for the Securities.

5.

(i) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for endorsement of transfer, then upon production and surrender thereof to the company, a new certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the company and on execution of indemnity or such other documents as may be prescribed by the Board, a new certificate in lieu thereof shall be given. Every certificate under this Article shall be issued on payment of fees for each certificate as may be fixed by the Board.


138

(ii) The provisions of the foregoing article relating to issue of certificates shall mutatis mutandis apply to debentures or other securities of the company.

6. Except as required by law, no person shall be recognised by the company as holding

any share upon any trust, and the company shall not be bound by, or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

7. (i) The company may exercise the powers of paying commissions conferred by sub-

section (6) of Section 40 of the Act, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required under the Act and rules made there under.

(ii) The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made under sub-section (6) of Section 40 of the Act.

(iii) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in the one way and partly in the other.

8.

(i) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of Section 48 of the Act, and whether or not the company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.

(ii) To every such separate meeting, the provisions of these regulations relating to general meetings shall mutatis mutandis apply.

9. The rights conferred upon the holders of the shares of any class issued with preferred or

other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

10. Subject to the provisions of Section 55 of the Act, any preference shares may be issued on the terms that they are to be redeemed or converted into equity shares on such terms and in such manner as the company before the issue of the shares may, determine.

11. The Board or the Company as the case may be, may, by way of right issue or preferential offer or private placement or any other manner, subject to and in accordance with Act and the Rules, issue further securities to;


139

(a) Persons who, at the date of the offer, are holders of equity shares of the Company. Such offer shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of other person or;

(b) employees under the employees’ stock option or;

(c) any person whether or not those persons include the persons referred to in clause (a) or clause (b) above;

LIEN

12.

(i) The company shall have a first and paramount lien—

(a) on every share (not being a fully paid share), for all monies (whether presently payable or not) called, or payable at a fixed time, in respect of that share; and

(b) on all shares (not being fully paid shares) standing registered in the name of a

single person, for all monies presently payable by him or his estate to the company: Provided that the Board of directors may at any time declare any share to be wholly or in part exempt from the provisions of this clause.

(ii) The company’s lien, if any, on a share shall extend to all dividends payable and

bonuses declared from time to time in respect of such shares. 13. The company may sell, in such manner as the Board thinks fit, any shares on which the

company has a lien: Provided that no sale shall be made—

(a) unless a sum in respect of which the lien exists is presently payable; or

(b) until the expiration of fourteen days after a notice in writing stating and demanding

payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency.

14.

(i) To give effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser thereof.

(ii) The purchaser shall be registered as the holder of the shares comprised in any such transfer.

(iii) The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.


140

15. (i) The proceeds of the sale shall be received by the company and applied in payment

of such part of the amount in respect of which the lien exists as is presently payable.

(ii) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares before the sale, be paid to the person entitled to the shares at the date of the sale The provisions of these Articles relating to Lien shall mutatis mutandis apply to any other Securities including debentures of the Company.

CALLS ON SHARES

16.

(i) The Board may, from time to time, make calls upon the members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times: Provided that no call shall exceed one fourth of the nominal value of the share or be payable at less than one month from the date fixed for the payment of the last preceding call.

(ii) Each member shall, subject to receiving at least fourteen days’ notice specifying the time or times and place of payment, pay to the company, at the time or times and place so specified, the amount called on his shares.

(iii) A call may be revoked or postponed at the discretion of the Board. 17. A call shall be deemed to have been made at the time when the resolution of the Board

authorising the call was passed and may be required to be paid by instalments.

18. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

19. (i) If a sum called in respect of a share is not paid before or on the day appointed for

payment thereof, the person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual payment at ten per cent. per annum or at such lower rate, if any, as the Board may determine.

(ii) The Board shall be at liberty to waive payment of any such interest wholly or in part.

20.

(i) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall, for the purposes of these regulations, be deemed to be a call duly


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made and payable on the date on which by the terms of issue such sum becomes payable.

(ii) In case of non-payment of such sum, all the relevant provisions of these regulations as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

21. The Board—

(a) May, if it thinks fit, receive from any member willing to advance the same, all or

any part of the monies uncalled and unpaid upon any shares held by him; and

(b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently payable) pay interest at such rate not exceeding, unless the company in general meeting shall otherwise direct, twelve per cent per annum, as may be agreed upon between the Board and the member paying the sum in advance.

TRANSFER OF SHARES

22.

(i) The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor and transferee.

(ii) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof.

23. The Board may, subject to the right of appeal conferred by Section 58 of the Act decline

to register—

(a) the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or

(b) any transfer of shares on which the company has a lien. Subject to the provisions of Section 58 of the Act, these Articles and other applicable provisions of the Act or any other law for the time being in force, the Board may refuse whether in pursuance of any power of the company under these Articles or otherwise to register the transfer of, or the transmission by operation of law of the right to, any shares or interest of a Member in or debentures of the Company. The company shall within thirty days from the date on which the instrument of transfer, or the intimation of such transmission, as the case may be, was delivered to company, send notice of the refusal to the transferee and the transferor or to the person giving intimation of such transmission, as the case may be, giving reasons for such refusal. Provided that the registration of a transfer shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons indebted to the company on any account whatsoever except where the company has a lien on shares.

24. The Board may decline to recognise any instrument of transfer unless—


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(a) the instrument of transfer is in the form as prescribed in rules made under sub-

section (1) of Section 56 of the Act;

(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and

(c) The instrument of transfer is in respect of only one class of shares. 25. On giving not less than seven days’ previous notice in accordance with Section 91 of

the Act and rules made there under, the registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine: Provided that such registration shall not be suspended for more than thirty days at any one time or for more than forty-five days in the aggregate in any year.

26. The provision of these Articles relating to transfer of shares shall mutatis mutandis apply to any other securities including debentures of the Company.

TRANSMISSION OF SHARES

27.

(i) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or nominees or legal representatives where he was a sole holder, shall be the only persons recognised by the company as having any title to his interest in the shares.

(ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect of any share, which had been jointly held by him with other persons.

28.

(i) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided, elect, either—

(a) to be registered himself as holder of the share; or (b) to make such transfer of the share as the deceased or insolvent member could

have made.

(ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the deceased or insolvent member had transferred the share before his death or insolvency.

(iii) No fee shall be charged for registration of transfer, transmission, probate, succession certificate and letters of administration, Certificate of Death or Marriage, Power of Attorney or similar other document.


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29.

(i) If the person so becoming entitled 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.

(ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share.

(iii) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member.

30. A person becoming entitled to a share by reason of the death or insolvency of the holder

shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise 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 monies payable in respect of the share, until the requirements of the notice have been complied with.

31. The Company shall incur no liability or responsibility whatsoever in consequence of its

registering or giving effect to any transfer of shares made or purporting to be made by any apparent legal owner thereof (as shown or appearing in the Register of Members) to the prejudice of persons having or claiming any equitable right, title or interest to or in the said shares, notwithstanding that the company may have had notice of such equitable right, title or interest or notice prohibiting registration of such transfer and may have entered such notice referred thereto in any book of the company and the company shall not be bound or required to regard or attend or give effect to any notice which may be given to it of any equitable right, title or interest or be under any liability whatsoever for refusing or neglecting so to do, though it may have been entered or referred to in some book of the company, but the company shall nevertheless be at liberty to regard and attend to any such notice and give effect thereto it the Directors shall so think fit. The provision of these Articles relating to transmission of shares shall mutatis mutandis apply to any other securities including debentures of the Company.

FURTHER ISSUE OF SHARES

32. Where at any time the company proposes to increase its subscribed capital by the issue

of further shares, such shares shall be offered –

(a) to persons who, at the date of the offer, are holders of equity shares of the company in proportion, as nearly as circumstances admit, to the paid-up share capital on


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those shares by sending a letter of offer subject to the following conditions, namely:- i. the offer shall be made by notice specifying the number of shares offered and

limiting a time not being less than fifteen days and not exceeding thirty days from the date of the offer within which the offer, if not accepted, shall be deemed to have been declined;

ii. unless the articles of the company otherwise provide, the offer aforesaid shall

be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person; and the notice referred to in clause (i) shall contain a statement of this right;

iii. after the expiry of the time specified in the notice aforesaid, or on receipt of

earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board of Directors may dispose of them in such manner which is not dis-advantageous to the shareholders and the company;

(b) to employees under a scheme of employees’ stock option, subject to special

resolution passed by company and subject to such conditions as may be prescribed in the Rules framed under section 62 of the Act; or

(c) to any persons if it is authorized by a special resolution, whether or not those persons include the persons referred to in clause (a) or clause (b), either for cash or for a consideration other than cash, if the price of such shares is determined by the valuation report of a registered valuer subject to such conditions as may be prescribed in the Rules framed under section 62 of the Act. Nothing in this article shall apply to the increase in the subscribed capital of a company caused by the exercise of an option as a term attached to the debentures issued or loan raised by the company to convert such debentures or loans into shares in the company: Provided that the terms of issue of such debentures or loan containing such an option have been approved before the issue of such debentures or the raising of loan by a special resolution passed by the company in general meeting. Notwithstanding anything contained in (2) above, where any debentures have been issued, or loan has been obtained from any Government by a company, and if that Government considers it necessary in the public interest so to do, it may, by order, direct that such debentures or loans or any part thereof shall be converted into shares in the company on such terms and conditions as appear to the Government to be reasonable in the circumstances of the case even if terms of the issue of such debentures or the raising of such loans do not include a term for providing for an option for such conversion:


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FOREFEITURE OF SHARES 33. If a member fails to pay any call, or instalment of a call, on the day appointed for

payment thereof, the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

34. The notice aforesaid shall—

(a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made; and

(b) State that, in the event of non-payment on or before the day so named, the shares in respect of which the call was made shall be liable to be forfeited.

35. If the requirements of any such notice as aforesaid are not complied 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.

36.

(i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit.

(ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit.

37.

(i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the company all monies which, at the date of forfeiture, were presently payable by him to the company in respect of the shares.

(ii) The liability of such person shall cease if and when the company shall have received payment in full of all such monies in respect of the shares.

38.

(i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the company, and that a share in the company has 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 share;

(ii) The company may receive the consideration, if any, given for the share on any sale or disposal thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of;

(iii) The transferee shall thereupon be registered as the holder of the share; and


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(iv) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

39. The provisions of these regulations as to forfeiture shall apply in the case of non

payment 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 the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

ALTERATION OF CAPITAL

40. The company may, from time to time, by ordinary resolution increase the share capital

by such sum, to be divided into shares of such amount, as may be specified in the resolution.

41. Subject to the provisions of Section 61 of the Act, the company may, from time to time,—

(a) consolidate and divide all or any of its share capital into shares of larger amount

than its existing shares;

(b) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination;

(c) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum;

(d) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person.

42. Where shares are converted into stock,—

(a) the holders of stock may transfer the same or any part thereof in the same manner

as, and subject to the same regulations under which, the shares from which the stock arose might before the conversion have been transferred, or as near thereto as circumstances admit: Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however, that such minimum shall not exceed the nominal amount of the shares from which the stock arose.

(b) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the company, and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except participation in the dividends and profits of the company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage.


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(c) such of the regulations of the company as are applicable to paid-up shares shall apply to stock and the words “share” and “shareholder” in those regulations shall include “stock” and “stock-holder” respectively.

43. The company may, by special resolution, reduce in any manner and with, and subject

to, any incident authorized and consent required by law’— (a) its share capital; (b) any capital redemption reserve account; or (c) any share premium account. (d) any other reserve in the nature of share capital

CAPITALISATION OF PROFITS

44.

(i) The company in general meeting may, upon the recommendation of the Board, resolve—

(a) that it is desirable to capitalize any part of the amount for the time being

standing to the credit of any of the company’s reserve accounts, or to the credit of the profit and loss account, or otherwise available for distribution; and

(b) that such sum be accordingly set free for distribution in the manner specified

in clause (ii) amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions.

(ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the

provision contained in clause (iii), either in or towards—

(a) paying up any amounts for the time being unpaid on any shares held by such members respectively;

(b) paying up in full, unissued shares of the company to be allotted and

distributed, credited as fully paid-up, to and amongst such members in the proportions aforesaid;

(c) partly in the way specified in sub-clause (a) and partly in that specified in sub-

clause(b); (d) A securities premium account and a capital redemption reserve account may,

for the purposes of this regulation, be applied in the paying up of unissued shares to be issued to members of the company as fully paid bonus shares;

(e) The Board shall give effect to the resolution passed by the company in

pursuance of this regulation. 45.

(i) Whenever such a resolution as aforesaid shall have been passed, the Board shall—


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(a) make all appropriations and applications of the undivided profits resolved to be capitalized thereby, and all allotments and issues of fully paid shares if any; and

(b) generally do all acts and things required to give effect thereto.

(ii) The Board shall have power—

(a) To make such provisions, by the issue of fractional certificates or by payment

in cash or otherwise as it thinks fit, for the case of shares becoming distributable in fractions; and

(b) to authorise any person to enter, on behalf of all the members entitled thereto,

into an agreement with the company providing for the allotment to them respectively, credited as fully paid-up, of any further shares to which they may be entitled upon such capitalisation, or as the case may require, for the payment by the company on their behalf, by the application thereto of their respective proportions of profits resolved to be capitalised, of the amount or any part of the amounts remaining unpaid on their existing shares;

(iii) Any agreement made under such authority shall be effective and binding on such

members.

BUY-BACK OF SECURITIES 46. Notwithstanding anything contained in these articles but subject to the provisions of

Section 68 to 70 of the Act and any other applicable provision of the Act or any other law for the time being in force, the company may purchase its own shares or other specified securities.

GENERAL MEETINGS

47. All General Meetings other than Annual General Meeting shall be called Extra ordinary

General Meeting.

48. (i) The Board may, whenever it thinks fit, call an Extra ordinary General Meeting.

(ii) The Board shall on receipt of requisition from members holding on the date of

receipt of requisition, not less than one-tenth of the paid-up share capital of the company as on that date carries the right of voting.

PROCEEDINGS AT GENERAL MEETINGS

49.

(i) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business.

(ii) Save as otherwise provided herein, the quorum for the general meetings shall be –


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(a) five members personally present if the number of members as on the date of meeting is not more than one thousand

(b) fifteen members personally present if the number of members as on the date of

the meeting is more than one thousand but upto five thousand; (c) thirty members personally present if the number of members as on the date of

the meeting exceeds five thousand 50. The chairperson, if any, of the Board shall preside as Chairperson at every general

meeting of the company. 51. If there is no such Chairperson, or if he is not present within fifteen minutes after the

time appointed for holding the meeting, or is unwilling to act as chairperson of the meeting, the directors present shall elect one of their members to be Chairperson of the meeting.

52. If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be Chairperson of the meeting.

53. On any business at any general meeting in the case of an equality of votes, whether on a show of hands, electronically or on a poll, the Chairman of the meeting shall have second or casting vote.

ADJOURNMENT OF MEETING

54.

(a) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place.

(b) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(c) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.

(d) Save as aforesaid, and as provided in the Act, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

(e) If the quorum is not present within half-an-hour from the time appointed for holding a meeting of the company-

(a) the meeting shall stand adjourned to the same day in the next week at the same time and Place, or to such other date and such other time and Place as the Board may determine; or


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(b) the meeting, if called by requisitions under Section 100 of the Act, shall stand cancelled: Provided that in case of an adjourned meeting or of a change of day, time or place of meeting under clause (a), the company shall give not less than three days’ notice to the members either individually or by publishing an advertisement in the newspapers (one in English and one in vernacular language) which is in circulation at the place where the registered office of the company is situated.

(f) If at the adjourned meeting also, a quorum is not present within half-an-hour from

the time appointed form holding meeting, the members present shall be the quorum.

VOTING RIGHTS

55. Subject to any rights or restrictions for the time being attached to any class or classes of

shares,—

(a) on a show of hands, every member present in person shall have one vote; and

(b) on a poll or through voting by electronic means, the voting rights of members shall be in proportion to his share in the paid-up equity share capital of the company.

56. A member may exercise his vote at a meeting by electronic means in accordance with

the Act and shall vote only once. 57.

(i) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders.

(ii) For this purpose, seniority shall be determined by the order in which the names stand in the register of members.

58. A member of unsound mind, or in respect of whom an order has been made by any

court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll or through voting by electronic means, by his nominee or other legal guardian, and any such nominee or guardian may, on a poll, vote by proxy.

59. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll.

60. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid.

61. (i) No objection shall be raised to the qualification of any voter except at the meeting

or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes.


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(ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision shall be final and conclusive.

PROXY

62.

(i) The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed or a notarised copy of that power or authority, shall be deposited at the registered office of the company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or in the case of a poll, not less than 24 hours before the time appointed for taking of the poll; and in default the instrument of proxy shall not be treated as valid.

(ii) A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the company carrying voting rights.

63. An instrument appointing a proxy shall be in the form as prescribed in the rules made

under Section 105 of the Act. 64. A vote given in accordance with the terms of an instrument of proxy shall be valid,

notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given: Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used.

BOARD OF DIRECTORS

65.

(i) Until otherwise determined by the a General Meeting of the Company and subject to the provisions of the Act, the number of Directors shall not be less than three nor more than fifteen. The First Directors was determined in writing by the Subscribes of the Memorandum.

(ii) The Present Directors of the Company are :

1 MR. JANMEJAY R. VYAS 2 MRS. DEOHOOTI J. VYAS 3 MR. ARPIT J. VYAS 4 MR. SANJAY S. MAJMUDAR 5 MR. ASHOK C. GANDHI 6 MR. SUBIR KUMAR DAS 7 MR. MARK GRIFFITHS 8 MR. RAJENDRA S. SHAH

66. Subject to provisions of the Act, the Board shall have the power to determine the

Directors whose period of office is or is not liable to determination by retirement of directors by rotation,


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67. The same individual may, at the same time, be appointed as Chairperson as well as Managing Director or Chief Executive Officer of the Company.

68. (i) The remuneration of the directors shall, in so far as it consists of a monthly

payment, be deemed to accrue from day-to-day.

(ii) In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all travelling, hotel and other expenses properly incurred by them—

(a) in attending and returning from meetings of the Board of Directors or any

committee thereof or general meetings of the company; or (b) in connection with the business of the company.

69. The company may exercise the powers conferred on it by Section 88 of the Act with

regard to the keeping of a foreign register; and the Board may (subject to the provisions of under the Act) make and vary such regulations as it may thinks fit respecting the keeping of any such register.

70. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all receipts for monies paid to the company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person and in such manner as the Board shall from time to time by resolution determine.

71. Every director present at any meeting of the Board or of a committee thereof shall sign against his name in a book to be kept for that purpose.

72.

(i) Subject to the provisions of Section 149 of the Act, the Board shall have power at any time, and from time to time, to appoint a person as an Additional Director, provided the number of the Directors and Additional Directors together shall not at any time exceed the maximum strength fixed for the Board by the articles.

(ii) Such person shall hold office only up to the date of the next Annual General Meeting of the company but shall be eligible for appointment by the company as a Director at that meeting subject to the provisions of the Act.

73.

(i) The Board may appoint an Alternate Director to act for a Director (herein after in this Article called “the Original Director”) during his absence for a period not less than three months from India. No person shall be appointed as an Alternate Director for an Independent Director unless he is qualified to be appointed as an Independent Director under the provisions of the Act.

(ii) An Alternate Director shall not hold office for a period longer than that permissible to the Original Director in whose place he has been appointed and shall vacate the office if and when Original Director returns to India.


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(iii) If the term of office of the Original Director is determined before he returns to India the automatic reappointment of retiring directors in default of another appointment shall apply to the Original Director and not the alternate director.

74.

(i) If the office of any director appointed by the Company in general meeting is vacated before his term of office expires in the normal course, the resulting casual vacancy may, be filled by the Board of Directors at a meeting of the Board.

(ii) The Director so appointed shall hold office only upto the date till which the Director in whose place he is appointed would have held office if it had not been vacated as aforesaid but he should then be eligible for re-election.

NOMINEE DIRECTOR

75. Notwithstanding anything to the contrary contained in these Articles, so long as any

moneys shall be owing by the Company to the any financial institutions, corporations, banks or such other financing entities, or so long as any of the aforesaid banks, financial institutions or such other financing entities hold any shares/debentures in the Company as a result of subscription or so long as any guarantee given by any of the aforesaid financial institutions or such other financing entities in respect of any financial obligation or commitment of the Company remains outstanding, then in that event any of the said financial institutions or such other financing entities shall, subject to an agreement in that behalf between it and the Company, have a right but not an obligation, to appoint one or more persons as Director(s) on the Board of Director as their nominee on the Board of Company. The aforesaid financial institutions or such other financing entities may at any time and from time to time remove the Nominee Director appointed by it and may in the event of such removal and also in case of the Nominee Director ceasing to hold office for any reason whatsoever including resignation or death, appoint other or others to fill up the vacancy. Such appointment or removal shall be made in writing by the relevant corporation and shall be delivered to the Company and the Company shall have no power to remove the Nominee Director from office. Each such Nominee Director shall be entitled to attend all General Meetings, Board Meetings and meetings of the Committee of which he is a member and he and the financial institutions or such other financing entities appointing him shall also be entitled to receive notice of all such meetings.

MANAGEMENT UNDER GENERAL CONTROL OF DIRECTORS

76.

(i) The general control, management and supervision of the Company shall vest in the Board and the Board may exercise all such powers and do all such acts and things as the Company is by its Memorandum of Association or otherwise authorised except as are required to be exercised or done by the Company in General Meeting, but subject nevertheless to the provisions of the Act, and of these presents and to any regulations not being inconsistent with these presents from time to time made by the Company in General Meeting, provided that no such regulation shall invalidate any prior acts of the Directors which would have been valid if such regulation had not been made.


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(ii) Subject to the provisions of the Act, the Director may borrow, raise and secure the payment of such sum or sums in such manner and upon such terms and conditions in all respects as they may think fit and in particular by the issue of bonds, perpetual or redeemable, debenture or debenture-stock or any mortgage or charge or other security on the undertaking of the whole of any part of the property of the Company (both present and future) including its uncalled capital for the time being.

(iii) Subject to the provisions of the Act, the Company may enter into any contract, arrangement or agreement in which a Director or Directors of the Company are, in any manner interested.

(iv) A Director, Managing Director, officer or employee of the Company may be or become a Director, of any company promoted by the Company or in which it may be interested as a vendor, member or otherwise, and no such Director shall be accountable for any benefits received as Director or member of such company except to the extent and under the circumstances as may be provided in the Act.

(v) If the Directors or any of them or any other person, shall become personally liable for the payment of sum primarily due from the Company, the Board may subject to the provisions of the Act execute or cause to be executed any mortgage, charge or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Directors or persons so becoming liable as aforesaid from any loss in respect of such liability.

(vi) A Director may resign from his office upon giving notice in writing to the Company.

PROCEEDINGS OF THE BOARD

77.

(i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit.

(ii) A Director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board.

78.

(i) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a majority of votes.

(ii) In case of an equality of votes, the Chairperson of the Board shall have a second or casting vote.

79. The continuing directors may act notwithstanding any vacancy in the Board; but, if and

so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company, but for no other purpose.


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80.

(i) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office.

(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their number to be Chairperson of the meeting.

81.

(i) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such member or members of its body as it thinks fit.

(ii) Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board.

82.

(i) A committee may elect a Chairperson of its meetings.

(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the members present may choose one of their members to be Chairperson of the meeting.

83.

(i) A committee may meet and adjourn as it thinks fit.

(ii) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present, and in case of an equality of votes, the Chairperson shall have a second or casting vote.

84. All acts done in any meeting of the Board or of a committee thereof or by any person

acting as a director, shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such director or such person had been duly appointed and was qualified to be a director.

85. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or of a committee thereof, whether manually or electronically, for the time being entitled to receive notice of a meeting of the Board or committee, shall be valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held.

MANAGING DIRECTORS

86.

(i) Subject to the provisions of the Act and of these Articles the Board shall have power to appoint from time to time any of its members as Managing Director or Managing Directors and/or Whole Time Directors of the Company for a fixed term


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not exceeding five years at a time and upon such terms and conditions, including liability to retire by rotation, as the Board thinks fit, and the Board may by resolution vest in such Managing Director or Managing Directors/Whole Time Director(s), such of the power 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 condition and subject to such restriction as it may determine, the remuneration of such Directors may be way of monthly remuneration and/ or fee for each meeting and/or participation in profits, or by any or all of those modes, or of any other mode not expressly prohibited by the Act.

(ii) The Directors may whenever they appoint more than one Managing Director, designate one or more of them as “Joint Managing Director” or “Joint Managing Directors” or “Deputy Managing Directors” as the case may be.

(iii) Subject to the provisions of the Act, the appointment and payment of remuneration to the above Director shall be subject to approval of the members in the General Meeting and of the Central Government, if required.

CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR

CHIEF FINANCIAL OFFICER 87. Subject to the provisions of the Act,—

(i) A Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer may be appointed by the Board for such term, at such remuneration and upon such conditions as it may thinks fit; and any chief executive officer, manager, company secretary or chief financial officer so appointed may be removed by means of a resolution of the Board;

(ii) A Director may be appointed as Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer.

A provision of the Act or these regulations requiring or authorizing a thing to be done by or to a Director and Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of, Chief Executive officer, Manager, Company secretary or Chief Financial Officer.

THE SEAL

88.

(i) The Board shall provide for the safe custody of the seal.

(ii) The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the Board or of a committee of the Board authorised by it in that behalf, and except in the presence of at least one Director or of the Manager or Secretary or such other person as the Board or Committee may appoint for the purpose; and the Director or Manager or Secretary or other person aforesaid shall sign every instrument to which the Seal is so affixed in his/her presence.


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DIVIDENDS AND RESERVE 89. The company in general meeting may declare dividends, but no dividend shall exceed

the amount recommended by the Board, but the Company in a general meeting may declare a lesser dividend.

90. Subject to the provisions of Section 123 of the Act, the Board may from time to time pay to the members such interim dividends of such amount on such class of shares as appear to it to be justified by the profits of the company.

91. (i) The Board may, before recommending any dividend, set aside out of the profits of

the company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the company may be properly applied, including provision for meeting contingencies or for equalising dividends; and pending such application, may, at the like discretion, either be employed in the business of the company or be invested in such investments (other than shares of the company) as the Board may, from time to time, thinks fit.

(ii) The Board may also carry forward any profits which it may consider necessary not to divide, without setting them aside as a reserve.

92.

(i) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the company, dividends may be declared and paid according to the amounts of the shares.

(ii) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this Article as paid on the share.

(iii) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.

93. The Board may deduct from any dividend payable to any member all sums of money, if

any, presently payable by him to the company on account of calls or otherwise in relation to the shares of the company.

94.

(i) Any dividend, interest or other monies payable in cash in respect of shares may be paid by electronic mode or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register of


158

members, or to such person and to such address as the holder or joint holders may in writing direct.

(ii) Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.

(iii) Payment in any way whatsoever shall be made at the risk of the person entitled to the money paid or to be paid. The Company will not be responsible for any payment which is lost or delayed. The Company will be deemed to having made a payment and received a good discharge for it if a payment using any of the foregoing permissible means is made.

95. Any one of two or more joint holders of a share may give effective receipts for any

dividends, bonuses or other monies payable in respect of such share.

96. Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the manner mentioned in the Act.

97. The waiver in whole or in part of any dividend on any share by any document shall be effective only if such document is signed by the member (or the person entitled to the share in consequence of death or bankruptcy of the holder) and delivered to the Company and if or to the extent that the same is accepted as such or acted upon by the Board.

98.

(i) No dividend shall bear interest against the company.

(ii) Where the company has declared a dividend but which has not been paid or claimed within 30 days from the date of declaration, transfer the total amount of dividend which remains unpaid or unclaimed within the said period of 30 days, to a special account to be opened by the company in that behalf in any schedule bank, to be called the Unpaid Dividend Account.

(iii) Any money transferred to the unpaid dividend account of the company which remains unpaid or unclaimed for a period of seven years from the date of such transfer, shall be transferred by the company along with interest accrued, if any, thereon to the fund known as Investor Education and Protection Fund established under section 125(1) of the Act.

(iv) No unclaimed or unpaid dividend shall be forfeited by the Board.

ACCOUNTS 99.

(i) The books of accounts and books and papers of the Company, or any of them, shall be open to the inspection of Directors in accordance with the applicable provisions of the Act and the Rules.

(ii) No member (not being a director) shall have any right of inspecting any 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.


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WINDING UP

100. Subject to the applicable provisions of the Act and rules made there under— (i) If the company shall be wound up, the liquidator may, with the sanction of a

special resolution of the company and any other sanction required by the Act, divide amongst the members, in specie or kind, the whole or any part of the assets of the company, whether they shall consist of property of the same kind or not.

(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members.

(iii) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories if he considers necessary, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

INDEMNITY

101. Every officer of the company shall be indemnified out of the assets of the company

against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in which relief is granted to him by the court or the Tribunal.

GENERAL POWER

102. Wherever in the Act, it has been provided that the Company shall have any right,

privilege or authority or that the Company could carry out any transaction only if the Company is authorised by its Articles, then in that case this Article authorises and empowers the Company to have such rights, privileges or authorities and to carry such transactions as have been permitted by the Act, without there being any specific Article in that behalf herein provided.


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SECTION VIII

OTHER INFORMATION

DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into in the ordinary course of business carried on by our Company or entered into more than two years before the date of the Information Memorandum), which are or may be deemed material have been entered or are to be entered into by our Company. Copies of the following documents are available at our Registered Office at Bhadr-Raj Chambers, Swastik Cross Road, Navrangpura, Ahmedabad -380 009 for inspection on any working day from 2.00 p.m. to 5.00 p.m. Documents for Inspection 1. Certificate of Incorporation of our Company 2. Memorandum and Articles of our Company 3. Copy of the Fairness Report provided by Centrum Capital Limited dated February 23,

2016. 4. Shareholder’s resolution dated 5th August, 2016 and Board resolution dated 24th

February, 2016 approving the Scheme of Arrangement 5. Scheme of Arrangement and Amalgamation among DPCL, CAIL and DCL. 6. Observation Letter from BSE and NSE both dated 12th May, 2016. 7. Order dated December 16, 2016 of the Hon’ble High Court of Gujarat sanctioning the

Scheme of Arrangement and Amalgamation under sections 391 to 394 read with section 100 and other applicable provisions of the Companies Act, 1956 and Companies Act, 2013 (certified copy received by our company on 2nd March, 2017).

8. Part B approval from SEBI vide its letter dated 11th May, 2017. 9. Tripartite agreements dated 30th December 2016 and 11th January, 2017 with CDSL &

NSDL respectively. 10. Statement of Tax Benefits dated 19th June, 2017 from V.D. Shukla & Co., Chartered

Accountants 11. Audited Financial results of the Company for the year ended 31st March, 2017. 12. SEBI Letter No. CFD/DIL-I/BNS/AKD/22054/2017 dated 13th September, 2017

granting relaxation from the applicability of Rule 19(2)(b) of the Securities Contract Regulations (Rules), 1975 for listing of the equity shares of the Company.

Any of the contracts or documents mentioned in the Information Memorandum may be amended or modified at any time if so required in the interest of our Company or if required by the other parties, without reference to the Shareholders subject to compliance of the provisions contained in the Companies Act, 1956 / Companies Act, 2013 and other relevant statutes.


DECLARATION

All relevant provisions of the Companies Act, 1956 / Companies Act, 2013 (to the extent

notified and applicable), the rules made thereunder and the guidelines issued by the

Government of India or the regulations issued by Securities and Exchange Board of India, as

the case may be, have been complied with and no statement made in this Information

Memorandum is contrary to the provision of the Companies Act, 1956 / Companies Act, 2013

(to the extent notified and applicable), SCRA, SEBI Act, or the rules or regulations made

ihereunder or guidelines issued. We further certify that all statements made in the Information

Memorandum are true and correct.

On behalf of the Board of Directors of Dishman Carbogen Amcis Limited

Date: 14th September, 2017

Place:Ahmedabad

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-QvcrY'/Ms. Shrima Gaurangbhai DaveCompany Secretary & ComPliance

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