NOTICE OF NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING OF EQUITY SHAREHOLDERS

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Jindal Poly Films Limited

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

JINDAL POLY FILMS LIMITED

Corporate Identity Number: L17111UP1974PLC003979

Registered Office: 19[th] K.M. Hapur- Bulandshahr Road, P.O. Gulaothi, Distt. Bulandshahr (UP-203408)

Corporate office: Plot No. 12, Sector B-1, Local Shopping Complex, Vasant Kunj, Delhi-110070 Tel: 011-40322100; Fax : 011-40322129; E-mail: [email protected] Website: www.jindalpoly.com

NOTICE OF NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING OF EQUITY SHAREHOLDERS OF JINDAL POLY FILMS LIMITED

Day : Friday Date : June 21, 2019 Time : 11:00 a.m. Venue : Hotel Natraj, Delhi Road, Kala Aam, Civil Lines, Bulandshahr, Uttar Pradesh 203001

INDEX

S. No.	Description	Page No.
1.	Notice of the meeting of equity shareholders of Jindal Poly Films Limited (“Company”) under the provisions of sections 230 to 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.	3-9
2.	Explanatory Statement under sections 230(3), 232(1), 232(2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.	10-23
3.	Annexure A: Scheme of Arrangement between Jindal Poly Films Limited and Jindal Photo Imaging Limited and their respective shareholders and creditors under the provisions of Sections 230 to 232 of the Companies Act, 2013.	24-43
4.	Annexure B: Copy of report on Share Entitlement Ratio dated November 12, 2018, obtained from M/s S.S. Kothari Mehta & Co., Chartered Accountants, Firm Regn. No. 000756N.	45-66
5.	Annexure C: Copy of fairness opinion dated November 12, 2018 on report obtained on share entitlement ratio, issued by M/s 3Dimension Capital Services Limited, SEBI registered Merchant Banker (SEBI Regn No. INM000012528).	67-77
6.	Annexure D: Copy of ‘No adverse’ observation letter issued by BSE Limited and National Stock Exchange of India Limited dated March 11, 2019 respectively.	78-81
7.	Annexure E: Report adopted by the board of directors of Jindal Poly Films Limited in its meeting held on November 12, 2018, pursuant to the provisions of section 232(2)(c) of the Companies Act, 2013.	82-86
8.	Annexure F: Report adopted by the board of directors of Jindal Photo Imaging Limited in its meeting held on November 12, 2018, pursuant to the provisions of section 232(2)(c) of the Companies Act, 2013.	87-89

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

S. No.	Description	Page No.
9.	Annexure G: Copy of audited financial statements of Jindal Poly Films Limited for the financial year ended March 31, 2018.	90-159
10.	Annexure H: Copy of audited financial statements of Jindal Photo Imaging Limited for the financial year ended March 31, 2018.	160-177
11.	Annexure I: Copy of provisional financial statements of Jindal Poly Films Limited for the period April 1, 2018 to December 31, 2018.	178-206
12.	Annexure J: Copy of provisional financial statements of Jindal Photo Imaging Limited for the period April 1, 2018 to December 31, 2018.	207-218
13.	Annexure K: Applicable Information of Jindal Photo Imaging Limited in the format specified for the abridged prospectus as provided in Part E of the Schedule VI of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.	219-226
14.	Annexure L: Pre and post shareholding pattern and Capital Structure of Jindal Poly Films Limited.	227-231
15.	Annexure M: Pre and post shareholding pattern and Capital Structure of Jindal Photo Imaging Limited.	232-236
16.	Annexure N: Form of Proxy.	237-238
17.	Attendance Slip.	239
18.	Route map of the venue of the meeting with prominent landmark.	240

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH AT ALLAHABAD

ORIGINAL COMPANY JURISDICTION

IN

COMPANY APPLICATION NO. 97/ALD/2019

[Under Section 230 to 232 of the Companies Act, 2013]

IN THE MATTER OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT OF

JINDAL POLY FILMS LIMITED , a company incorporated under the Companies Act, 1956 having its registered office at 19[th] K.M. HapurBulandshahr Road, P.O. Gulaothi, Distt. Bulandshahr, Uttar Pradesh-203408 having corporate identification number L17111UP1974PLC003979 within the jurisdiction of this Tribunal.

...Applicant Transferor Company/ Demerged Company

AND

JINDAL PHOTO IMAGING LIMITED , a company incorporated under the Companies Act, 1956 having its registered office at 19[th] K.M. HapurBulandshahr Road, P.O. Gulaothi, Distt. Bulandshahr, Uttar Pradesh-203408 having corporate identification number U22222UP2011PLC103611 within the jurisdiction of this Tribunal.

...Applicant Transferee Company/ Resulting Company

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDES OF JINDAL POLY FILMS LIMITED, THE APPLICANT TRANSFEROR COMPANY

To,

The Equity Shareholders of Jindal Poly Films Limited (“ Applicant Transferor Company ”/ “ Demerged Company ”).

Notice is hereby given that by an order dated April 30, 2019, the Hon’ble National Company Law Tribunal, Allahabad Bench (“ NCLT ”) Company Application No. 97/ALD/2019 has directed that a meeting of equity shareholders of the Demerged Company, be convened and held for the purpose of considering and if thought fit, with or without modification, approving the scheme of arrangement (“ Scheme ”) for demerger of Photo Film Business (“ Demerged Undertaking ”) of Jindal Poly Films Limited (“ Applicant Transferor Company/ Demerged Company ”) with and into Jindal Photo Imaging Limited (“ Applicant Transferee Company/ Resulting Company ”) and their respective shareholders and creditors under the provisions of sections 230 to 232 of the Companies Act, 2013 (“ Act ”).

In pursuance of the said order and as directed therein, further notice is hereby given that a meeting of equity shareholders of the Demerged Company will be held on June 21, 2019 at 11:00 a.m. at Hotel Natraj, Delhi Road, Kala Aam, Civil Lines, Bulandshahr, Uttar Pradesh-203001, at which time and place the equity shareholders of the Demerged Company are requested to attend.

Copies of the Scheme and of the statement under section 230 of the Act can be obtained free of charge at the

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

registered office and corporate office of the Demerged Company at 19[th] K.M. Hapur- Bulandshahr Road, P.O. Gulaothi, Distt. Bulandshahr, Uttar Pradesh-203408 and the corporate office of the Demerged Company at Plot No. 12, Sector B-1, Vasant Kunj, Local Shopping Complex, New Delhi-110070 or at the office of the authorized representative Mr. Satwinder Singh at Vaish Associates Advocates, 11[th] Floor, Mohan Dev Building, 13, Tolstoy Marg, New Delhi110001 and Mr, S.K. Gupta, Practicing Company Secretary at 9, Roland Complex, Upper Floor, 37/17, Westcott Building, The Mall, Kanpur, Uttar Pradesh-208001. Persons entitled to attend and vote at the meeting, may vote in person or through proxy or through authorized representative, provided that all proxies in the prescribed form are deposited at the registered office of the Demerged Company at 19[th] K.M. Hapur- Bulandshahr Road, P.O. Gulaothi, Distt. Bulandshahr, Uttar Pradesh-203408 not later than 48 hours before the meeting.

Forms of proxy(enclosed herewith as Annexure N ) can be obtained from the registered office of the Demerged Company.

In compliance with the provisions of Rule (6)(3)(xi) of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 read with Rule 20 and 21 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Demerged Company has provided the e-voting facility so as to enable maximum participation of equity shareholders.

The Hon’ble NCLT has appointed Mr. Arun Saxena as Chairperson and Mr. Anand Prakash Mishra as Alternate Chairperson of the said meeting. The Hon’ble NCLT has also appointed Mr. Pramod Kumar as scrutinizer for the said meeting. The abovementioned Scheme, if approved by the equity shareholders of the Demerged Company at the meeting, will be subject to the subsequent approval of the Hon’ble NCLT.

Date: May 9, 2019 Place: New Delhi

Sd/Arun Saxena Chairperson appointed by the NCLT

Registered Office:

19[th] K.M. Hapur- Bulandshahr Road, P.O. Gulaothi, Distt. Bulandshahr, Uttar Pradesh-203408.

NOTES:

In compliance with the Order of NCLT, the provisions of Section 230(4) read with Section 108 of the Companies Act, 2013 read with Rule 20 and Rule 21 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Demerged Company has provided the facility to its shareholders to cast their votes either by way of remote e-voting facility, prior to the meeting or by way of e-voting at the venue of the meeting.
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE DEMERGED COMPANY. The Proxy Form duly completed should, however, be deposited at the registered office of the Demerged Company not later than 48 hours before the scheduled time of the commencement of the meeting.
All alterations made in the Proxy Form should be initialed.
Only registered equity shareholders of the Demerged Company may attend and vote (either in person or by proxy or by authorized representative) at the meeting. The authorized representative of a body corporate which is a registered equity shareholder of the Demerged Company may attend and vote at the meeting provided that a certified true copy of the resolution of the Board of Directors or other governing body of the body corporate authorizing such representative to attend and vote at the meeting is deposited at the registered

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

office of the Demerged Company not later than 48 hours before the scheduled time of the commencement of the Meeting.

According to the provisions of section 105 of the Act, a person can act as a proxy on behalf of shareholders not exceeding 50 (fifty) and holding in aggregate not more than 10% of the total share capital of the Demerged Company carrying voting rights. A shareholder holding more than 10% of the total share capital of the Demerged Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.
The Proxy(ies) should carry any of their identity proof i.e. a Pan Card / Aadhaar Card / Passport / Driving License / Voter ID Card/ employee id card or such other proof at the venue of the meeting.
A registered equity shareholder or his Proxy or authorized representative is requested to bring copy of the notice to the meeting and produce the attendance slip duly completed and signed at the entrance of the meeting venue.
A joint notice convening the meetings of the equity shareholders, secured creditors and unsecured creditors of the Demerged Company will be published through advertisement in Allahabad editions having circulation in Bulandsharhr in the newspapers namely, ‘Business Standard’ (English) and ‘Rashtriya Sahara’ (Hindi).
Shareholders who hold shares in dematerialized form are requested to produce their Client ID and DP ID for easy identification of attendance at the meeting.
Shareholders are informed that in case of joint holders attending the meeting, only such joint holder whose name stands first in the Register of Members of the Company/ list of Beneficial Owners as received from National Securities Depository Limited (“ NSDL ”) /Central Depository Services (India) Limited (“ CDSL ”) (collectively referred to as “ Depositories ”) in respect of such joint holding will be entitled to vote.
In compliance with the Order passed by the NCLT, the Notice is being sent to all the members whose names appear in the Register of Members/Beneficial Owners as per the details furnished by the Depositories as on May 3, 2019 i.e. cut-off date for dispatch of Notice. This notice of the NCLT convened meeting of members of the Company is also displayed/ posted on the website of the Company at https://www.jindalpoly.com/downloadreports.
The equity shareholders holding equity shares as on May 3, 2019, being the cut-off date, will be entitled to exercise their right to vote on the resolutions in respect of the approval of the Scheme.
Voting rights shall be reckoned on the paid-up value of the shares registered in the names of equity shareholders as on May 3, 2019. Persons who are not equity shareholders of the Demerged Company as on the cut-off date i.e. May 3, 2019 should treat this notice for information purposes only.
In accordance with the provisions of sections 230 to 232 of the Companies Act, 2013, the Scheme shall be acted upon only if a majority in number representing three fourths in value of the equity shareholders of the Demerged Company, voting in person or by proxy or by authorized representative, agree to the Scheme.
The Voting period for remote e-voting shall commence on and from May 22, 2019 to June 20, 2019, both days inclusive.
It is clarified that votes may be cast by shareholders by remote e-voting and casting of votes by e-voting at the venue of the meeting does not disentitle them or their proxies or authorized representatives from attending the meeting. The shareholder or his/her proxy or its authorized representatives shall not be allowed to vote by way of e-voting at the venue of the meeting, if such equity shareholder has exercised his/her right to vote through remote e-voting.
Mr. Pramod Kumar has been appointed by order of the NCLT, as the Scrutinizer to scrutinize the voting by remote e-voting and e-voting at the venue of the meeting.
The Scrutinizer will submit his consolidated report to the Chairperson of the meeting after scrutinizing the

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

voting made by members/proxies through remote e-voting and e-voting at the venue of the meeting. The result of the voting on the resolutions in respect to the approval of the Scheme shall be announced by the Chairperson of the meeting or any person authorized by him within 30 (Thirty) days of the conclusion of the meeting. The results shall be posted on the Demerged Company’s website https://www.jindalpoly.com/download-reports and on the website of Karvy https://evoting.karvy.com/ as well as on the notice board of the Demerged Company at its registered office and corporate office besides being notified to National Stock Exchange of India Limited and BSE Limited, the stock exchanges, where shares of the Demerged Company are listed.

Relevant documents referred in the notice and the explanatory statement are open for inspection by the shareholders at the registered office of the Demerged Company on all working days, except Saturdays and Sundays, upto the date of the meeting and at the meeting during the Meeting hours.
Pursuant to Section 101 of the Companies Act, 2013 read with the Rules made thereunder, (including any statutory modification(s), clarification(s), exemption(s) or re-enactment(s) thereof for the time being in force) the notice is being sent by electronic mode to those shareholders whose e-mail address are registered with the Depositories or the Registrar and Transfer Agent of the Demerged Company. However, in case a shareholder wishes to receive a physical copy of the notice he/she is requested to send an e-mail from their registered e- mail id to [email protected] or [email protected] by duly quoting his/her DP ID and Client ID or the Folio number, as the case may be. For shareholders who have requested for physical copy of the Notice or whose e-mail address is not registered, the physical copy of the Notice is being sent by the permitted mode.
In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of https://evoting.karvy.com (Karvy Website) or contact Mr. Suresh Babu, (Unit: Jindal Poly Films Limited) of Karvy Fintech Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032 or at [email protected] or phone no. 040-6716 1518 or call Karvy’s toll free No. 1-800-34-54-001 for any further clarifications.
Instructions and guidelines for voting through remote e-voting:
a) In compliance with the Order of NCLT, the provisions of section 230(4) read with section 108 of the Companies Act, 2013 read with Rule 20 and Rule 21 of the Companies (Management and Administration) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Demerged Company has provided the facility to the equity shareholders to cast their votes either by way of remote e-voting facility, prior to the meeting or by way of e-voting at the venue of the meeting.
b) The voting right of shareholders shall be in proportion to one vote per fully paid equity share of the Company held by them as on May 3, 2019, being the cut-off date.
c) The instructions for shareholders voting through remote e-voting are as under:
I. Remote e-voting: In compliance with the provisions of Section 108 of the Companies Act, 2013, read with rule 20 of the Companies (Management and Administration) Rules, 2014, substituted by Companies (Management and Administration) Rules, 2015 and as per Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) the Company is providing e-voting facility through Karvy Fintech Private Limited.
- (i) The remote e-voting period commences on Wednesday , 22[nd] May, 2019 at 9:00 a.m. (IST) and End of E-voting: Up to 5:00 p.m. (IST) on Thursday, 20[th] June, 2019 . During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. May 3, 2019, may cast their votes electronically. A person who is not a shareholder as on the cut-off date should treat this Notice for information purposes only. The remote e-voting module shall be disabled for voting thereafter. Once the vote on a resolution(s) is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.
- (ii) Visit the E-voting website of Karvy, open web browser by typing the following URL: https://

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

evoting.karvy.com/either on a Personal Computer or on a mobile. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with Karvy for e-voting, you can use your existing User ID and password for casting your vote.

(iii) After entering these details appropriately, click on “LOGIN”.
(iv) You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password.
(v) You need to login again with the new credentials.
(vi) On successful login, the system will prompt you to select the “EVENT” i.e., Jindal Poly Films Ltd. i.e. name of the Company.
(vii) On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed your total shareholding as mentioned hereinabove. You may also choose the option ABSTAIN. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.
(viii) Members holding multiple folios / demat accounts shall choose the voting process separately for each folio/demat accounts.
(ix) Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any.
(x) You may then cast your vote by selecting an appropriate option and click on “Submit”, specific item, it will be treated as abstained.
(xi) A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution (s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).
(xii) Body Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer at email [email protected] in with a copy marked to [email protected]. The scanned image of the above mentioned documents should be in the naming format “Corporate Name Event No.” The documents should reach the Scrutinizer on or before 5:00 pm on June 20, 2019.

II. In case of Members receiving physical copy of Notice [for Members whose email IDs are not registered with the Company/Depository Participants(s)]:

(i) E -Voting Event Number-(EVEN), User ID and Password is provided in the Attendance Slip.
(ii) Please follow all steps from Sl. No. (i) to (xii) above I to cast your vote by electronic means.
III. Voting at Meeting: The shareholders, who have not cast their vote through remote e-voting can exercise their voting rights at the NCLT convened meeting. We have made the necessary arrangements in this

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

regard at the meeting venue.

The facility for voting through e-voting system shall be made available at the Meeting. Members who have already cast their votes by remote e-voting are eligible to attend the Meeting; however those Members are not entitled to cast their vote again in the Meeting. A Member can opt for only single mode of voting i.e. through remote e-voting or e-voting at the venue of the meeting. If a Member casts votes by both modes then voting done through remote e-voting shall prevail and e-voting at the meeting shall be treated as invalid.

IV. The scrutinizer shall immediately after the conclusion of voting at the meeting, count the votes cast at the meeting and thereafter unblock the votes in the presence of at least two witnesses not in employment of the Company. The Scrutinizer’s shall submit a consolidated Scrutinizer’s Report of the votes cast in favour or against, if any, within a period of not exceeding thirty (30) working days from the conclusion of the voting to the Chairman of the meeting or a person authorised by him in writing who shall countersign the same.
V. The Chairman or a person authorised by him in writing shall declare the result of voting forthwith.
VI. The results of the e-voting along with the scrutinizer’s report shall be communicated immediately to the BSE Limited and National Stock Exchange of India Limited, where the shares of the company are listed and shall be placed on the Demerged Company’s website http://www.jindalpoly.com and on the website of Karvy https://evoting.karvy.com / immediately after the result is declared by the chairman or any other person authorised by the chairman.

OTHER INSTRUCTIONS:

a. In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of https://evoting.karvy.com (Karvy Website) or contact Mr. Suresh Babu, (Unit: Jindal Poly Films Limited) of Karvy Fintech Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032 or at [email protected] or phone no. 040 – 6716 1518 or call Karvy’s toll free No. 1-800-34-54-001 for any further clarifications.
b. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).
c. The remote e-voting period commences on Wednesday, 22[nd] May, 2019 at 9:00 a.m. (IST) and End of E- voting: Up to 5:00 p.m. (IST) on Thursday, 20[th] June, 2019 . During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. May 3, 2019 , may cast their votes electronically. A person who is not a shareholder as on the cut-off date should treat this Notice for information purposes only. The remote e-voting module shall be disabled for voting thereafter. Once the vote on a resolution(s) is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.
d. The voting rights of shareholder shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date i.e. May 3, 2019.

ATTENDANCE REGISTRATION PROCEDURE FOR THE NCLT CONVENED MEETING (MEETING) IS A FOLLOWS:

Shareholders are requested to tender their attendance slips at the registration counters at the venue of the Meeting and seek registration before entering the meeting hall.
Alternatively, to facilitate smooth registration/entry, the Company has provided a web-check in facility through Karvy’s website. This will enables the shareholders to register attendance online in advance and generate Attendance Slip without going through the registration formalities at the registration counters.

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

The Web Check-in (i.e. Online Registration facility) is available during e-voting period only i.e., Wednesday, 22[nd] May, 2019 at 9:00 a.m. (IST) and End of E-voting: Up to 5:00 p.m. (IST) on Thursday, 20[th] June, 2019 .

WEB CHECK-IN PROCEDURE IS AS FOLLOWS:

Log on to https://karisma.karvy.com and click on “Web Check-in for General Meetings
Select the name of the Company: Jindal Poly Films Limited
Pass through the security credentials viz., DP ID/Client ID/Folio no. entry, PAN No & “CAPTCHA” as directed by the system and click on the submission button.
The system will validate the credentials. Then click on the “Generate my attendance slip” button that appears on the screen.
The attendance slip in PDF format will appear on the screen. Select the “PRINT” option for direct printing or download and save for the printing.
The Members are requested to carry their valid photo identity along with the above attendance slip for verification purpose.

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH AT ALLAHABAD ORIGINAL COMPANY JURISDICTION

IN

COMPANY APPLICATION NO. 97/ALD/2019

[Under Section 230 to 232 of the Companies Act, 2013]

IN THE MATTER OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT OF

Applicant Transferor Company/ Demerged Company

AND

Applicant Transferee Company/ Resulting Company

EXPLANATORY STATEMENT UNDER SECTION 230(3), 232(1), 232(2) AND SECTION 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 TO THE SCHEME OF ARRANGEMENT BETWEEN JINDAL POLY FILMS LIMITED AND JINDAL PHOTO IMAGING LIMITED AND THEIR RESPECTIVE MEMBERS AND CREDITORS.

1. Pursuant to the order dated April 30, 2019, passed by the Hon’ble National Company Law Tribunal, Allahabad Bench (“ NCLT ”)in Company Application No. 97/ALD/2019, a meeting of the equity shareholders of Jindal Poly Films Limited (“ Applicant Transferor Company/ Demerged Company ”) is being convened on June 21, 2019 at 11:00 a.m. at Hotel Natraj, Delhi Road, Kala Aam, Civil Lines, Bulandshahr, Uttar Pradesh 203001, for the purpose of considering and if thought fit, approving the scheme of arrangement (“ Scheme ”) for demerger of Photo Film Business (“ Demerged Undertaking ”) of Jindal Poly Films Limited with and into Jindal Photo Imaging Limited and their respective shareholders and creditors under section 230 to 232 of the Companies Act, 2013.

2. The resolution to be submitted at the said meeting is as follows:

“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the Companies Act, 2013 and subject to the approval of the Hon’ble National Company Law Tribunal, Allahabad Bench (“ NCLT ”) and/or other competent authorities, if any, the scheme of arrangement between Jindal Poly Films Limited and Jindal Photo Imaging Limited and their respective shareholders and creditors (hereinafter referred to as the “ Scheme ”), as circulated along with the notice of the meeting be and is hereby approved.

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as “ the Board ”, which term shall include any committee constituted by the Board), be and is hereby authorized to make or accept such modification(s) to the Scheme as may be required by the Hon’ble NCLT and/or any other authority while sanctioning the Scheme, and to resolve all doubts or difficulties that may arise for carrying out the Scheme and to do and execute all acts, deeds, matters and things as the Board may in its absolute discretion deems necessary or expedient for giving effect to the Scheme.”

3. All the capitalized terms used in this explanatory Statement and defined in the Scheme shall have the same meaning ascribed to them in the Scheme

4. The details of the Applicant Transferor Company/ Demerged Company are given as under:

(a) Corporate Identification Number (CIN): L17111UP1974PLC003979;
(b) Permanent Account Number: AAACJ7650E;
(c) Name: Jindal Poly Films Limited;
(d) Date of incorporation: September 9, 1974;
(e) Type of company : Public limited company, the shares of the Demerged Company are listed on BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”) ;
(f) Registered Office: 19[th] K.M. Hapur- Bulandshahr Road, P.O. Gulaothi, Distt. Bulandshahr, Uttar Pradesh203408;
(g) Email-id: [email protected];
(h) Details of capital structure: The share capital as on December 31, 2018, is as follows:

Particulars	Amount (in Rs.)
Authorized Share Capital:
23,20,00,000 equity shares of Rs. 10/- each	2,32,00,00,000
3,00,00,000 cumulative redeemable preference shares of Rs. 10/- each	30,00,00,000
Total	2,62,00,00,000
Issued, Subscribed and Paid-up Share Capital Fully Paid up:
4,37,86,413 equity shares of Rs. 10/- each	43,78,64,130
Total	43,78,64,130

Subsequent to the aforesaid date, there has been no change in the authorized and issued, subscribed and paid up share capital of the Demerged Company till the date of issue of this notice.

A copy of provisional financial statement of the Demerged Company for the period April 1, 2018 to December 31, 2018 is annexed herewith and marked as Annexure I.

(i) Main objects as per the Memorandum of Association of the Demerged Company:

The main objects of Demerged Company as set out in Clause III (A) of the Memorandum of Association are as under:

“To carry on business as manufactures, importers, exporters of and dealers in polymers, monomers, elastomers and resins of all types, grades and copolymer formulations and in all forms such as resins/ chips, powder, flakes, granuales, fllms sheets, tubes, pipes, fibers, laminates or as processed goods and including specifically polyethelene, polypropylene, polymethyl, ploystyrene, polyvinyle-acetate,

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

methacrylate, expoxy resins, alkide resins melamine, polyesters such as ployethelene, terephthallate and polyethelene, lsophthallate, or any other or new substances being improvements upon, modifications of or being derived from additions to petrochemicals or other products or resulting from any process.
To carry on the business of manufacturers, spinners, weavers, doublers, ginners, pressers, packers, balers, importers, exporters, buyers, sellers and dealers of polyester resins/ships, polypropylene resin/ chips, nylon chips/mouldlng powder, polyester yarn of all kinds, polypropylene yam of all kinds, nylon yam of all kinds, polymers, chemical and synthetic fibres, staple fibre, and any other man made f!bre, rayon yarn namely viscose, filament rayon, continuous filament yam or artificial silk yarn, acrylic fibre or alcohol fibre, synthetic and/or natural fibres and fibrous materials and the production thereof and all by products of substances and the business of bleaching, printing, dyeing, combing, knitting, cleaning and dealing in yam, fabric cloth, linen and other goods, and fabrics whether textile, netted or looped and other goods or merchandise made therefrom, and to transact all manufacturing or curing, finishing and preparing process in connection therewith.
To carry on the business of manufacturing, producing, processing, buying, selling, importing exporting, distributing and otherwise dealing in all kinds of films, tapes, discs, cassettes and other electronic products including but not limited to Audio, Video and Computer tapes, floppy discs, U-Matic tapes/ Cassettes and to carry on the processes of metallising, lacquering, coating, laminating, printing, micro-slitting, substraction, conversion and develop various accessories equipment and allied products including alt ancillaries and auxiliaries concerning the aforesaid activities and all types, grades, kinds, sizes and descriptions of photographic products like colour/black and white photographic papers, roll films, cinema film, X-ray film, graphic art film, other film and allied products like photographic chemicals. reagents, substances, equipments, Instruments, raw materials, image and document production colour photo machines, colour photo lab equipments and machines and all kind of spares, parts, accessories, components, tools, equipments, and apparatuses.
To promote, establish, acquire and run or otherwise carry on the business of plastic industry or business of manufactures, processors and finishers and dealers of plastic products and materials, thermoplastic and thermosetting and other articles of things and similar or allied products or processes and to sell, purchase or otherwise acquire or deal in materials or things m connection with such trade, Industry or manufacture and to do all things as are usua1 or necessary in relation to or in connection with business or Industry or manufacture.
To carry on the business as manufacturers, processors, refiners, smelters, makers, converters, furnishers, rerollers, importers, exporter, agents, merchants, buyers, sellers or dealers in all kind of Steel including mild, high carbon, spring, high speed, tool, alloy steel, stainless and special steels, strips, sheets, coils, wires, flats, plates, blooms, bars, slabs, squares, structural, tubes, poles, pipes, castings, ingots, pillets, billets and other materials made wholly or partly of steel, steel alloys and metals.
To purchase or otherwise acquire, manufacture, refine, treat, reduce, distill, blend, purify and pump for mine, bore, extract process, buy, market, distribute, exchange, supply, sell and otherwise dispose off, import, export and trade and generally deal in all kinds of petroleum and other mineral oils, whether crude or refined, petroleum products, petrochemicals, gases and other volatile substances, sulphur, asphalt, clays, bitumen, bituminous substances, carbon, carbon black and all other hydrocarbon and mineral substances, hutylenes, propylenes, ethylenes, Liquefied Petroleum Gases, Aromatic Hydrocarbons, lubricating oils and waxes, butadienes, phosphates, nitrates, coal ores and minerals and in general sub oil products and subsurface deposits of every nature and description and the products or the bye products which may be derived, produced, prepared, developed, compounded, made or manufactured therefrom or therewith and substances obtained by mixing any of the foregoing with other substances.
To carry on the business of manufactures or processors and/or importers, exporters, buyers, sellers, stockists and distributors of and/or dealers in styrene Butadiene Rubber (SBR), Poly Butadiene Rubber

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

(PBR), Acrylonitrile Butadiene Copolymer Rubber (NER), Elastomers including Thermo Plastic Elastomers (TPE), natural rubber, latexes, chemicals, raw materials, intermediates, wastes and recycle stream required for manufacture of SBR, PBR, NBR, TPE and all other type of synthetic rubber including carbon black master batches and carbon black, all kinds of articles and merchandise manufactured from synthetic rubber and chemicals including tyres, conveyor belts, transmission belts, rubber moulded products, rubber based footwear, microcellur sheets plantation of natural rubber, port facilities of storage and handling of styrene, Butadine, Acrylonitrile and all other chemicals and liquid petroleum gases; all kinds of plant and machinery utilities; equipments required for manufacture of one or more types of synthetic rubber and products thereof.

(a) To establish, operate and maintain power generating stations and tie Lines, sub-stations and main transmission lines connected therewith and/or to carry on in India or elsewhere the business to generate, receive, produce, Improve, buy, sell, resell, acquire, use, transmit,; accumulate, employ, distribute, develop, handle, protect,· supply, and/or to act as agent, broker, representative, consultant, collaborator or otherwise to deal in electric power at such place or places as may be permitted by law.
- (b) To operate and maintain such generating stations, tie Lines, sub-stations and main transmission Lines as assigned to it by the competent Government or Governments.
To carry on the business of consultants, advisors, agents, assemblers, dealers, distributors, developers, resellers, retailers, repairers, installers, buyers, sellers, lesser, importers, exporters of products related to processed goods of all types in India as well as abroad and including relating to polyethylene, polypropylene, polymethyl, ploystyrene, polyvinyle-acetate, methacrylate, expoxy resins, alkide resins melamine, polyesters such as polyethylene, terephthalate and polyethylene, isophthallate, or any other or new substances being improvements upon, modifications of or being derived from additions to petrochemicals or other products or resulting from any process and white photographic papers, roll films, cinema film, X-ray film, graphic art film, other film and allied products like photographic chemicals, reagents, substances, equipment, instruments, accessories, raw materials and things for audio-visual communications, film production, image and ,document production, copying and information gathering, recording and processes related to photography, motion pictures.
To deal in, purchase, sell, exchange and/or transfer securities, shares, debentures and all other forms of investment either for ready or forward transactions and to carry on all kinds of investment business and to carry on business of underwriters, film financing, hire-purchase financing, financing of industrial enterprises, trade and business financing and deal in bills, notes, warrant coupons, import entitlement and other negotiable or transferable securities or documents, to guarantee or become liable for the payment of money or for the performance of any Obligations, and generally to transact all kinds of guarantee business provided that the company shall not carry on banking business as defined by Banking Regulations Act, 1949.
Carry on the business of manufacturers, dealers, importers and exporters of Non-woven items such as interlining, disposable fabrics and fabrics for industrial applications.
To carry on the business of combing, blending, weaving, knitting, spinning, bleaching, processing and dying of Polyester, Rayon or any other type of manmade fibers, silk wool, cotton and natural fibres.”
(j) Nature of the business carried on by the Demerged Company:

The Demerged Company has three business segments namely, flexible packaging films, photo films and nonwoven fabric products. The Demerged Company is the manufacturer of Polyester (BOPET) and BOPP films, CPP films thermal lamination films, medical films, and non-woven products such as interlining, disposable fabrics and fabrics for industrial applications, etc.

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

(k) Names of the present Promoters along with their residential addresses:

S. No	Name	Address
1.	Soyuz TradingCompanyLimited	16 B Shakespeare Sarani Kolkata WB 700071
2.	Jindal Photo Investments Ltd.	Plot No. 12, Local Shopping Complex, Sector B-1, Vasant KunjNew Delhi South Delhi DL 110070
3.	Rishi TradingCompanyLtd	16-B Shakespeare Sarani, 2nd Floor Kolkata-700071
4.	Consolidated Finvest And Holdings Ltd	19 Km Hapur Bulandshahr Road, PO Guloathi Distt Bulandshahr UP 203408
5.	Consolidated Photo & Finvest Ltd	Plot No. 12, Local Shopping Complex, Sector B-1, Vasant KunjNew Delhi South Delhi DL 110070
6.	SSJ Trust	12-A Green Avenue, D-III, Vasant Kunj, New Delhi
7.	Aakriti Trust	12-A Green Avenue, D-III, Vasant Kunj, New Delhi
8.	Bhavesh Trust	12-A Green Avenue, D-III, Vasant Kunj, New Delhi
9.	Ms. Aakriti Ankit Agarwal	12-A Green Avenue, Sector D Pocket III, Vasant Kunj, New Delhi
10.	Mr. Bhavesh Jindal	12-A Green Avenue, Sector D Pocket III, Vasant Kunj, New Delhi

(l) Names of present Directors along with their DIN and residential addresses:

S. No	Name	DIN	Address
1.	Mr. Rathi Binod Pal	00092049	D-301, Ishwar Apartments, Plot No.4, Sector-12, Dwarka New Delhi-110078.
2.	Mr. Radha Krishna Pandey	00190017	L-277, Sarita Vihar New Delhi-110076
3.	Mr. Sagato Mukerji	06465901	Flat No 301, Tower-15, Unitech Fresco, Nirvana Country, Sector-50 Gurgaon, Haryana-122018
4.	Ms. Shakshi Gupta	07388012	House No-154, A2 Block, 2nd Floor, Main Bhagat Colony, Sant Nagar, Burari, Opp. Goppeshwar Nath Mandir, North Delhi 110084
5.	Mr. Sanjeev Saxena	07899506	GM Block-C/2,28 KM Stone Nasik, Igatpuri Road, Mundegaon, Igatpuri, Maharashtra-422403
6.	Mrs. Sonal Agarwal	08212478	House No. 57 / 1 Guru Govind Singh Marg, Lal Kuan Road, Lucknow, Uttar Pradesh-226001

(m) Details of change of name of the Demerged Company in the last five years:

There is no change in the name of the Demerged Company in last five years.

(n) Details of change of registered office of Demerged Company in the last five years:

There is no change in the address of the Demerged Company in last five years.

(o) Details of change of Objects of the Demerged Company in the last five years:

The Demerged Company has added clause 9 and 10 in the main objects in its memorandum of association with effect from December 8, 2015. Further clause 11 and 12 were inserted pursuant to sanctioning of the scheme of amalgamation between the Demerged Company and Global Nonwovens Limited vide order passed by Hon’ble National Company Law Tribunal at Mumbai. The said clauses are reproduced hereunder for your reference:

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CIN No. L17111UP1974PLC003979

“9. To carry on the business of consultants, advisors, agents, assemblers, dealers, distributors, developers, resellers, retailers, repairers, installers, buyers, sellers, lesser, importers, exporters of products related to processed goods of all types in India as well as abroad and including relating to polyethylene, polypropylene, polymethyl, ploystyrene, polyvinyle-acetate, methacrylate, expoxy resins, alkide resins melamine, polyesters such as polyethylene, terephthalate and polyethylene, isophthallate, or any other or new substances being improvements upon, modifications of or being derived from additions to petrochemicals or other products or resulting from any process and white photographic papers, roll films, cinema film, X-ray film, graphic art film, other film and allied products like photographic chemicals, reagents, substances, equipment, instruments, accessories, raw materials and things for audio-visual communications, film production, image and ,document production, copying and information gathering, recording and processes related to photography, motion pictures.
To deal in, purchase, sell, exchange and/or transfer securities, shares, debentures and all other forms of investment either for ready or forward transactions and to carry on all kinds of investment business and to carry on business of underwriters, film financing, hire-purchase financing, financing of industrial enterprises, trade and business financing and deal in bills, notes, warrant coupons, import entitlement and other negotiable or transferable securities or documents, to guarantee or become liable for the payment of money or for the performance of any Obligations, and generally to transact all kinds of guarantee business provided that the company shall not carry on banking business as defined by Banking Regulations Act, 1949.
Carry on the business of manufacturers, dealers, importers and exporters of Non-woven items such as interlining, disposable fabrics and fabrics for industrial applications.
To carry on the business of combing, blending, weaving, knitting, spinning, bleaching, processing and dying of Polyester, Rayon or any other type of manmade fibers, silk wool, cotton and natural fibres.”
(p) Date of Board Meeting at which the Scheme was approved: November 12, 2018.
(q) The directors who gave their assent/ dissent: Scheme was approved unanimously by all the directors of the Demerged Company.
(r) Amount due to Secured Creditors of the Demerged Company as on January 31, 2019:

Amount due to the secured creditors of the Demerged Company As on January 31, 2019 is Rs. 10,22,41,57,005/- (Rupees One Thousand Twenty Two Crore Forty One Lakh Fifty Seven Thousand and Five only).

(s) Amount due to Unsecured Creditors of the Company as on January 31, 2019:

Amount due to the unsecured creditors of Demerged Company as on January 31, 2019 is Rs 3,73,70,49,143/ - (Rupees Three Hundred and Seventy Three Crores Seventy Lakhs Forty Nine Thousand One Hundred and Forty Three only).

(t) The Net Worth of the Demerged Company as on December 31, 2018:

Particulars	Amount (Rs. in Lakh)
Equity Share Capital	4,378.654
Surplus in Profit and Loss Account	1,78,943.45
Net worth	1,83,322.104

A copy of provisional financial statement of the Demerged Company for the period April 1, 2018 to December 31, 2018 is annexed herewith and marked as Annexure I .

(u) Disclosure about the effect of Scheme on the material interests of Directors/ KMP etc.:

Kindly refer the report adopted by the board of directors of Resulting Company held on November 12, 2018 annexed herewith as Annexure E.

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

5. Details of the Applicant Transferee Company/ Resulting Company:

(a) Corporate Identification Number (CIN): U22222UP2011PLC103611;
(b) Permanent Account Number: AACCJ7344R;
(c) Name: Jindal Photo Imaging Limited;
(d) Date of incorporation: November 12, 2011;
(e) Type of company : unlisted public company;
(f) Registered Office: 19[th] K.M. Hapur- Bulandshahr Road, P.O. Gulaothi, Distt. Bulandshahr, Uttar Pradesh203408;
(g) Email-id: [email protected];
(h) Details of capital structure: The share capital as on December 31, 2018, is as follows:

Particulars	Amount (in Rs.)
Authorized Share Capital:
20,00,000 Equity Shares of Rs. 10/- each	2,00,00,000
Total	2,00,00,000
Issued, Subscribed and Paid-up Share Capital Fully Paid up:
50,000 equity Shares of Rs. 10/- each	5,00,000
Total	5,00,000

Subsequent to the aforesaid date, there has been no change in the authorized share capital and issued, subscribed and paid up share capital of the Resulting Company till the date of issue of this notice.

(i) Main objects as per the Memorandum of Association of the Resulting Company:

The main objects of the Resulting Company as set out in Clause III (A) of the Memorandum of Association are as under:

To carry on the business of manufacturing, converting, producing, processing, assembling, treating, making, taking on hire, otherwise acquiring, blending, formulating, packing, finishing, buying, selling, distributing, marketing, importing, exporting, fabricating or otherwise dealing in au types, grades, kinds, sizes and descriptions of photographic products like colour /black and white photographic papers, roll films, cinema film, AMC of printers, photographic equipments, Medical equipments, X-ray film and devices Computed Radiography, Digital Radiography, cassettes, printers, imagers etc, Orthopedic implants & Trauma fixation devices, spine, joint replacement & implants, Screw, plates, mesh, Orthobiologics, biomaterial and regenerative biological products, bone cement, drill machines, Dental imaging, films & equipment, craniomaxill of acial equipments and devices, reconstruction surgery equipments and instruments, Soft tissue and peripheral nerve repair products, Endoscopy devices machines, capsules, recorder, reader, printers, equipments and consumables, PH devices, capsules, image recorder, monitors, printers and consumables, Cardiovascular implants like stents, balloons, wires, catheters, inflation devices and other related implants, products & accessories. Cardiac valves (tissue & mechanical) Infusion devices like syringe & infusion pumps, OR products (equipments, devices and instruments), Printer, tab, physiotherapy and decompression equipments and consumables, Surgical & examination Gloves, Bopet Films, graphic art films, PS plates, CTP, & other plates, other film and allied products like photographic chemicals, photographic papers, reagents, substances, equipments, instruments, accessories, raw materials and things for audiovisual communications, films production, image and document production, copying and information, copying and information gathering, recording and processes related to photography, motion pictures.

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

To carry on the business of manufacturing, buying, selling, importing, exporting, assembling, creating, producing, preparing, repairing, converting, treating, altering, letting on hire, marketing, distributing and otherwise dealing in an types and descriptions of cameras, movie cameras, flash guns, lighting sets sound recording and reproducing machines and equipments, cinema overhead projectors, mini projectors, portable projectors, sound and film projection systems, colour photo machines, colour photo lab equipments and machines and all kind of spares, parts, accessories, components, tools, equipments and apparatuses.
To carry on the business of manufacturing, converting, producing, processing, assembling, treating, making, blending, finishing, repairing, distributing, marketing or otherwise dealing in all types and descriptions of video cassettes both blank as well as recorded, video cassette recorders/players, editing tables, video cameras, multi cassette recording decks, video studios and the equipments thereof, colour television sets. videoscopes, video-scope screens, monitors and an kinds of accessories, spares, parts, components, tools, equipments, and apparatuses.
To carry on the business of manufacturing, buying, selling, converting, assembling, preparing, repairing, packing, blending, marketing, distributing and otherwise dealing in all kinds, descriptions and types of electrical/ electronic/ mechanical/ automatic photocopying machines, electrostate machine, zerox copying machines, typewriters ribbons, teleprinter ribbons and rolls, continuous stationary, intercom and other communication machines and au types of chemicals, substances, spares, components, accessories, tools, equipments, instruments, apparatuses and the like used with or in connection to any of the above things.”

(j) Nature of the business carried on by the Resulting Company:

That Resulting Company was set-up for carrying on the business of manufacturing, selling, distributing, converting and producing, medical equipment’s, x-ray films and devices computed radiography, cassettes, printers etc.

(k) Names of the present Promoters along with their residential addresses:

The Resulting Company is the wholly owned subsidiary of the Demerged Company.

S. No	Name	Address
1.	Jindal Poly Films Limited	19thK.M. Hapur- Bulandshahr Road, P.O. Gulaothi, Distt. Bulandshahr, Uttar Pradesh-203408

(l) Names of present Directors along with their DIN and residential addresses:

S. No	Name	DIN	Address
1.	Mr. Rathi Binod Pal	00092049	D-301, Ishwar Apartments, Plot No.4, Sector-12, Dwarka New Delhi-110078.
2.	Mr. Sagato Mukerji	06465901	Flat No 301, Tower-15, Unitech Fresco, Nirvana Country, Sector-50, Gurgaon, Haryana-122018.
3.	Mr. Sanjiv Kumar Agarwal	01623575	FE-35, Third Floor Shivaji Enclave, Rajouri Garden, New Delhi 110027

(m) Details of change of name of the Resulting Company in the last five years:

There is change in the name of the Resulting Company in last five years. Earlier the Company name was “Jindal Photo Investment and Finance Limited” and changed to “Jindal Photo Imaging Limited” as on March 25, 2014.

(n) Details of change of registered office of Resulting Company in the last five years:

There is change in the address of the Resulting Company in last five years. The registered office of the

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

resulting company was changed from 260/23, Sheetal Industrial Estate, Demni Road, Dadra and Nagar Haveli to 19[th] K.M., Hapur, Bulandshahr Road, PO Gulaothi, Bulandshahr, Uttar Pradesh-203408 with effect from March 21, 2018.

(o) Details of change of Objects of the Resulting Company in the last five years:

Memorandum and Article of Association of the Companies have been aligned in February, 2018 to meet the requirement of the Companies Act, 2013.

(p) Date of Board Meeting at which the Scheme was approved: November 12, 2018.
(q) The directors who gave their assent/ dissent: Scheme was approved unanimously by all the directors of the Resulting Company.
(r) Amount due to Secured Creditors of the Resulting Company as on January 31, 2019:

As on January 31, 2019 the Resulting Company has no secured creditors.

(s) Amount due to Unsecured Creditors of the Resulting Company as on January 31, 2019:

Amount due to the unsecured creditors of Resulting Company as on January 31, 2019 is Rs. 1,52,295/(Rupees One Lakh Fifty-Two Thousand Two Hundred and Ninety-Five only).

(t) Net worth of the Resulting Companyas on December 31, 2018:

Particulars	Amount (in Rs.)
Equity Share Capital	5,00,000
Surplus in Profit and Loss Account	(5,97,000)
Net-worth	(97,000)

A copy of provisional financial statement of the Resulting Company for the period April 1, 2018 to December 31, 2018 is annexed herewith and marked as Annexure J.

(u) Disclosure about the effect of Scheme on the material interests of Directors/ KMP etc.:

Kindly refer the report adopted by the board of directors of Resulting Company held on November 12, 2018 annexed herewith as Annexure F .

6. The relationship between the companies who are parties to the Scheme:

The Resulting Company is a wholly owned subsidiary of the Company.

7. The salient features of the Scheme are set out hereunder:

A. Appointed Date of the Scheme is April 1, 2019 ;
B. Effective Date shall be last of the following dates on which:
(i) the Companies have received observation letters/ no-objection letters from the Stock Exchanges (more particularly defined hereinafter in Clause 2.24 of this Scheme), pursuant to Regulation 37 of the Listing Regulations (more particularly defined hereinafter in Clause 2.16 of this Scheme) read with SEBI Circulars (more particularly defined hereinafter in Clause 2.23 of this Scheme);
(ii) the requisite consent, approval or permission of the sectoral regulators, if any, as may be required under Applicable Laws;
(iii) the requisite approval of respective shareholders and creditors of the Companies is obtained under section 230 of the Act; and

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CIN No. L17111UP1974PLC003979

(iv) the certified copies of the order of Tribunal (more particularly defined hereinafter in Clause 2.25 of this Scheme), under section 232 of the Act, sanctioning this Scheme, is filed by the Companies with ROC (more particularly defined hereinafter in Clause 2.20 of this Scheme).

Provided that references in this Scheme to the date of "upon coming into effect of the Scheme" or "upon the scheme becoming effective" or "effectiveness of the Scheme" shall mean Effective Date;

C. Upon coming into effect of this Scheme and with effect from Appointed Date and subject to provisions of the Scheme, all property (ies), being movable or immovable, tangible or intangible, belonging to the Demerged Undertaking (as defined in the Scheme) and rights, titles and interest therein, if any, shall pursuant to provisions of section 232(4) of the Act be transferred and stand vested to the Resulting Company.
D. Upon coming into effect of this Scheme and with effect from Appointed Date and subject to provisions of the Scheme, all current assets but not limiting to sundry debts, outstanding loans, advances receivable in cash or kind, belonging to the Demerged Undertaking and rights, titles and interest therein, if any, shall pursuant to provisions of section 232(4) of the Act be transferred and stand vested to the Resulting Company.
E. Upon coming into effect of this Scheme and with effect from Appointed Date and subject to the provisions of the scheme, all past and present investments (in India or overseas), if any, including but not limited to the strategic investment in JPF Netherlands BV and investments in other quoted and unquoted equity shares, preference shares, optionally convertible preference shares, debentures and other securities of all descriptions of anybody corporate (whether in India and elsewhere), mutual funds etc. belonging to Demerged Undertaking (as defined in the Scheme annexed herewith) shall be transferred to the Resulting Company.
F. Upon coming into effect of this Scheme and with effect from Appointed Date, all plant and machinery and fixed assets pertaining to the Demerged Undertaking installed are movable in nature and shall in no case be classified as benefits to arise out of land and things attached to the earth, or permanently fastened to anything attached to the earth.
G. Upon coming into effect of this Scheme and with effect from Appointed Date, all consents, permissions, licenses, approvals, certificates, assignment, allotments, power of attorney given by, issued to or executed in favour of the Demerged Undertaking of the Demerged Company, shall stand transferred to the Resulting Company as if the same were originally given by, issued to or executed in favour of the Resulting Company.
H. Upon coming into effect of this Scheme and with effect from Appointed Date, all liabilities including loans and borrowings present, future, and contingent liabilities and obligations of the Demerged Company allocable or pertaining to the Demerged Undertaking, shall without any further act or deed, become liabilities, loans and borrowings of the Resulting Company, and all rights, powers, duties and obligations in relation thereto shall be and stand transferred to and vested in and shall be exercised by or against the Resulting Company.
I. Upon the Scheme becoming effective, all legal and other proceedings by or against the Demerged Company, or which may be instituted any time in future and in each case relating or pertaining to the Demerged Undertaking shall be continued and enforced by or against the Resulting Company after the Effective Date to the extent legally permissible;
J. Upon coming into effect of this Scheme, all contracts, deeds, bonds, schemes, if any, of Demerged Undertaking to which the Demerged Company is a party or to the benefit of which the Demerged Undertaking may be eligible, and which are subsisting or having effect immediately before the Effective Date, shall be in force and effect against or in favour of, as the case may be, the Resulting Company, and may be enforced as fully and effectually as if, instead of the Demerged Company, the Resulting Company had been a party or beneficiary or oblige thereto.
K. Upon the Scheme becoming effective, all the staff & employees of the Demerged Undertaking shall stand transferred to the Resulting Company with effect from Appointed Date on the basis that:
i. terms and conditions of their employment after such transfer shall not in any way be less favourable than to them immediately preceding the said transfer; and

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

ii. their employment shall be deemed to have been continuous and not been interrupted by reasons of the said transfer.
L. Upon the Scheme becoming effective, it is clarified that all the taxes and the duties payable by the Demerged Company and relating to the Demerged Undertaking, including all advance taxes, tax deducted at source, tax liabilities, or any refunds or claims shall, for all purpose, be treated of the Resulting Company. Accordingly, upon the Scheme becoming effective, the Demerged Company, is expressly, permitted to revise and file and the Resulting Company is expressly permitted to revise and file their respective income tax returns including tax deduction at source certificates, sales tax/value added tax returns, excise return, service tax returns, GST returns and other tax returns, and to claim refund/credit, pursuant to the provisions of this Scheme.
M. In terms of clause 13 of the Scheme, upon effectiveness of this Scheme and in consideration for the transfer and vesting of the Demerged Undertaking of Demerged Company into the Resulting Company, Resulting Company shall, without any further application or deed, issue and allot, to all shareholders of the Company whose name is recorded in the register of members as on Record Date:

“1 (One) Equity Share of the face value of Rs. 10/- each fully paid up of the Resulting Company for every 4 (Four) Equity Share of the face value of Rs. 10/- fully paid-up held in the Demerged Company.”

Any fractional entitlement arising on account of issuance of shares shall be dealt as per the procedure provided in Clause 13.3 of the Draft Scheme.

N. In view of the above the Resulting Company shall allot 1,09,46,604 (One Crore Nine Lakhs Forty Six Thousand Six Hundred and Four) fully paid equity shares of Rs. 10/- each to the shareholders of the Demerged Company.
O. Further, with the issue and allotment of new shares by Resulting Company to the shareholders of Company as consideration, all the equity shares issued by Resulting Company to the Demerged Company and its nominee and held by them shall stand cancelled, extinguished and annulled, without any further act, instrument or deed. Such cancellation of share capital of the Resulting Company shall be effected as a part of the Scheme itself and not in accordance with Section 66 of the Act.
P. Upon this Scheme becoming effective and before issuance of shares in terms of clause 15 of the Scheme, the Resulting Company shall increase its authorized share capital by Rs.10,00,00,000/- (Rupees Ten Crores only) and reclassify the same as necessary, in terms of the Applicable Laws and no further resolution under sections 13, 14, 61 and 64 of the Act or any other applicable provisions of the Act would be required to be separately passed. However, the Resulting Company shall file the relevant e-forms with the Registrar of Companies, Kanpur and amended copy of its memorandum of association and articles of association within a period of 30 days from the Effective Date and the Registrar of Companies, Kanpur take the same on record.
Q. The assets and liabilities of the Demerged Undertaking shall be transferred to the Resulting Company at their values as appearing in the books of account of the Demerged Company at the close of business day immediately preceding the Appointed Date. In determining the value of the assets referred to hereinabove, any change in value of assets consequent to their revaluation shall be ignored in terms of section 2(19AA) of the Income Tax Act, 1961.
R. The Scheme is and shall be conditional upon and subject to requisite sanction and orders of the Hon’ble Tribunal being obtained.
S. The Resulting Company shall file application to the BSE and NSE for the listing of the equity shares to be issued in pursuance to the Scheme. The equity shares allotted pursuant to the Scheme shall remain frozen in the depository system till listing/trading permission is given by the designated stock exchange. There shall be no change in the shareholding pattern of the Resulting Company between the Record Date and the listing which may affect the status of the approval of the BSE and NSE.

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CIN No. L17111UP1974PLC003979

T. The Demerged Company and Resulting Company will file necessary intimations with the Reserve Bank of India through authorized dealer bank under the provisions of Foreign Exchange Management Regulations for transfer and vesting of overseas investments of the Demerged Undertaking belonging to the Demerged Company into Resulting Company in accordance with the provisions of the Scheme.

The aforementioned are only the salient features of the Scheme. For more details please refer to the ‘Annexure C’ Scheme .

8. The rationales and benefits of the Scheme:

a. The Demerged Company has three business segments namely, Packaging Films Business, Photo Films Business and Nonwoven fabric Business. The Resulting Company, a wholly owned subsidiary of the Demerged Company, is also carrying on business which is similar to the Photo Films Business of the Demerged Company. In order to manage both the business segments of the Demerged Company efficiently and effectively, the management of the Demerged Company has considered it necessary to demerge the Photo Films Business of the Demerged Company, as a going-concern, into the Resulting Company.
b. The Demerger of Photo Films Business or the Demerged Undertaking of the Demerged Company into the Resulting Company will enable both companies to focus on their respective businesses, efficient management and control and to exploit business opportunities more efficiently and effectively.
c. The proposed Scheme is in line with the current global industry practice to achieve size, scalability, integration, greater financial strength and flexibility thereby maximizing shareholder value and to achieve higher longterms financial returns.
d. Pursuant to the demerger of the Photo Films Business of the Demerged Company into the Resulting Company, the shareholding of the Demerged Company in the Resulting Company will be cancelled. The Resulting Company will issue and allot its shares to the shareholders of the Demerged Company in the following proportion:

For every 04 (Four) equity shares of face value of Rs. 10 (Rupees Ten only) each held in Demerged Company as on the record date, 01 (One) equity shares of face value of Rs. 10 (Rupees Ten only) each fully paid up shall be issued by Resulting Company to the shareholders of Demerged Company, i.e., a mirror image of the shareholding structure will be created in both the Companies. Thus, the rights and interests of the shareholders of the Demerged Company are safeguarded.

9. Details of approvals, sanctions or no-objection(s) from regulatory or any other governmental authorities required, received or pending:

a) The Applicant Company had made applications, in terms of Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for seeking Observation Letter or No Objection Letter from the BSE and NSE. Both BSE and NSE have issued “No Adverse” observation letter certificate to the Scheme on March 11, 2019.

Copies of the said observation letters are annexed herewith as Annexure D.

b) Further, the Demerged and the Resulting Company may be required to seek further approvals / sanctions / no-objections from certain regulatory and governmental authorities for the Scheme such as the concerned Registrar of Companies, Regional Director, Reserve Bank of India, Income Tax Authority etc. and will obtain the same at the relevant time.

10. Pre and post scheme shareholding pattern of the Applicant Transferor Company and Applicant Transferee Company is attached herewith and marked as Annexure L and M , respectively.

11. Pre and post scheme capital structure:

Pre-Scheme capital structure of the Applicant Transferor Company and Applicant Transferee Company is detailed in clause 4(h) and 5(h) above. The post-scheme capital structure of the Applicant Transferor Company shall be

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

same as the pre-scheme capital structure. The post-scheme capital structure of the Applicant Transferee Company is as follows:

Particulars	Amount (in Rs.)
Authorized Share Capital:
1,20,00,000 Equity Shares of Rs. 10/- each	12,00,00,000
Total	12,00,00,000
Issued, Subscribed and Paid-up Share Capital Fully Paid up:
1,09,46,604 equity Shares of Rs. 10/- each	10,94,66,040
Total	10,94,66,040

12. The proposed Scheme is not intended to bring any beneficial effect or any material interests in any manner to any person(s) who is/are for the time being directors, key managerial personnel of the Transferee Company involved in the Scheme except to the extent of their shareholding, if any, in the Demerged Company.

13. The Scheme will be in the best interests of Demerged Company and Resulting Company, their respective shareholders and creditors. The said Scheme will not adversely affect the rights of any of the shareholders and creditors of the Demerged Company and Resulting Company in any manner whatsoever.

14. That the Demerged Company and Resulting Company are not governed by any sectoral regulator.

15. The proposed Scheme does not involve any capital debt restructuring.

16. The proposed Scheme will take effect from the date on which the certified copy of the order of the Hon’ble NCLT is filed with the Registrar of Companies, Kanpur by the Demerged Company and Resulting Company as required by the Act.

17. The Ministry of Corporate Affairs has asked for inspection of certain documents/ information from the Demerged Company which has been duly provided. Final report of the Ministry of Corporate Affairs is awaited. There is no proceeding under sections 235 to 251 of the Companies Act, 1956 or under sections 210 to 226 of the Act are pending against the Applicant Transferee Company/ Resulting Company.

18. No winding up proceedings are pending against the Demerged Company and Resulting Company as on date.

19. The Scheme and other attachments with the notice of meeting ordered in order dated April 30, 2019 by the Hon’ble NCLT in the Company Application No. 97/ALD/2019 shall be filed with the Registrar of Companies, Kanpur in prescribed form.

20. The following documents will be open for inspection by the equity shareholders at the registered office of the Demerged Company at 19[th] K.M. Hapur- Bulandshahr Road, P.O. Gulaothi, Distt. Bulandshahr, Uttar Pradesh203408 on all working days during business hours from 11:30 a.m.to 1:30 p.m. upto the date of the ensuing Meeting and at the Meeting during the Meeting hours:

a) Scheme of Arrangement;
b) Report obtained on share entitlement ratio obtained from M/s S.S. Kothari Mehta & Co., Chartered Accountants, Firm Regn. No. 000756N dated November 12, 2018;
c) Fairness Opinion dated November 12, 2018 issued by M/s 3Dimension Capital Services Limited, SEBI registered Merchant Banker for the proposed Scheme of Arrangement;
d) Copy of the Statutory Auditors’ certificate of the Demerged Company dated November 11, 2018 to the effect that the accounting treatment in the Scheme is in conformity with the Accounting Standards prescribed under section 133 of the Companies Act, 2013;

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

e) Copy of the Statutory Auditors’ certificate of the Resulting Company dated November 11, 2018 to the effect that the accounting treatment in the Scheme is in conformity with the Accounting Standards prescribed under section 133 of the Companies Act, 2013;
f) Copy of the order passed by the Hon’ble NCLT dated April 30, 2019 in Company Application No. 97/ALD/ 2019;
g) Copies of the Memorandum of Association and Articles of Association of the Demerged Company and Resulting Company;
h) Copy of annual report and audited financial results of the Demerged Company for the year ended on March 31, 2018 and provisional financial statements for period from April 1 , 2018 to December 31, 2018;
i) Copy of audited financial statements and provisional financial statements of Resulting Company for the year ended on March 31, 2018 and provisional financial statements for period from April 1, 2018 to December 31, 2018;
j) Other documents displayed on the Stock Exchanges and Demerged Company’s website, in terms of the SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 as amended by circular no. CFD/DIL3/CIR/ 2017/105 and CFD/DIL3/CIR/2018/2 dated September 21, 2017 and January 3, 2018.
k) Copy of Audit Committee Report dated November 12, 2018 recommending Scheme of the Company.
l) Copies of the resolutions passed by the respective Board of Directors of the Company and Resulting Company on November 12, 2018, approving the Scheme of Arrangement; and
m) Report adopted by the Board of Directors of Demerged Company and Resulting Company pursuant to the provisions of section 232(2)(c) of the Act.

Date: May 9, 2019 Place: New Delhi

Sd/Arun Saxena Chairperson appointed by the NCLT

Registered Office:

19[th] K.M. Hapur- Bulandshahr Road, P.O. Gulaothi, Distt. Bulandshahr, Uttar Pradesh-203408.

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

SCHEME OF ARRANGEMENT BETWEEN JINDAL POLY FILMS LIMITED

AND JINDAL PHOTO IMAGING LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS (UNDER SECTION 230 TO 232 OF THE COMPANIES ACT, 2013)

INTRODUCTION

A. This scheme of arrangement (hereinafter referred to as "Scheme", as more particularly defined in Clause 2.21 of this Scheme) provides for demerger of Photo Films Business (more particularly defined hereinafter in Clause 2.7 of this Scheme) (hereinafter also referred to as "Demerged Undertaking" ) of Jindal Poly Films Limited into Jindal Photo Imaging Limited, on a going-concern basis.
B. This Scheme is made in terms of provisions of section 230 to 232 read with section 66 and other relevant provisions of the Act (more particularly defined hereinafter in Clause 2.1 of this Scheme) together read with 2(19AA) and other relevant provisions of the IT Act (more particularly defined hereinafter in Clause 2.15 of this Scheme) as applicable.
C. Jindal Poly Films Limited (hereinafter referred to as the "Demerged Company" ) is a public limited listed company duly incorporated under provisions of the Companies Act, 1956 (hereinafter referred to as "1956 Act" ) on September 9, 1974, bearing corporate identity number L17111UP1974PLC003979 and having its registered office situated in the State of Uttar Pradesh at Bulandshahr. Demerged Company is primarily engaged in the following businesses:
(i) manufacturing of photographic, and medical films. Demerged Company has also invested in JPF Netherland BV, Amsterdam for carrying on business in overseas, mutual funds units and other money market instruments (i.e. the "Photo Films Business" or "Demerged Undertaking" , as more particularly defined hereinafter in Clause 2.7 of this Scheme); and
(ii) manufacturing of BOPET Films and BOPP films (plain, metalized and coated) which are mainly used in flexible packaging industry and is a leading supplier of such films to leading global brand owners in food, beverages and confectionery (herein after referred to as "Packaging Films Business" or "Remaining Undertaking" as more particularly defined in Clause 2.18 of this Scheme).
(iii) NONWOVEN MATERIAL FABRICATION: Nonwoven roll goods used for manufacture of consumer products catering to hygiene and medical end uses. The hygiene segment end-products primarily consist of diapers, sanitary napkins, adult incontinence and wipes whereas the medical segment end-products consist of masks, caps, drapes, gowns, covers and shoe covers made of polypropylene spun bond fabric & spun melt (non-woven fabric)"
D. Jindal Photo Imaging Limited (hereinafter referred to as the "Resulting Company" ) is a public limited unlisted company duly incorporated under provisions of the 1956 Act on November 12, 2011 bearing corporate identity number U22222UP2011PLC103611 and having its registered office situated in the state of Uttar Pradesh at Bulandshahr. The Resulting Company was set-up for carrying on the business of manufacturing, selling, distributing, converting and producing, medical equipment's, x-ray films and devices computed radiography, cassettes, printers etc. The business activities of Resulting Company compliments the business activities of Demerged Undertaking. The Resulting Company is a wholly owned subsidiary company of the Demerged Company.

PARTS OF THIS SCHEME

This Scheme is divided into following parts:

PART I - This Part of the Scheme deals with rationale, definitions and share capital of the Companies;
PART II - This Part of the Scheme deals with transfer and vesting, legal proceedings, employees, consideration, accounting treatment etc. for demerger of Demerged Undertaking of Demerged Company into Resulting Company, on a going- concern basis; and

PART III - This Part of the Scheme deals with other general terms and conditions applicable to this Scheme.

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

PART I

1. RATIONALE FOR THE SCHEME:

1.1 The Demerged Company has three business segments namely, Packaging Films Business, Photo Films Business and Nonwoven fabric Business. The Resulting Company, a wholly owned subsidiary of the Demerged Company, is also carrying on business which is similar to the Photo Films Business of the Demerged Company. In order to manage both the business segments of the Demerged Company efficiently and effectively, the management of the Demerged Company has considered it necessary to demerge the Photo Films Business of the Demerged Company, as a going-concern, into the Resulting Company.
1.2 The Demerger of Photo Films Business or the Demerged Undertaking of the Demerged Company into the Resulting Company will enable both companies to focus on their respective businesses, efficient management and control and to exploit business opportunities more efficiently and effectively.
1.3 The proposed Scheme is in line with the current global industry practice to achieve size, scalability, integration, greater financial strength and flexibility thereby maximizing shareholder value and to achieve higher longterms financial returns.
1.4 Pursuant to the Demerger of the Photo Films Business of the Demerged Company into the Resulting Company, the shareholding of the Demerged Company in the Resulting Company will be cancelled. The Resulting Company will issue and allot its shares to the shareholders of the Demerged Company in the same proportion in which they hold shares in the Demerged Company, i.e, a mirror image of the shareholding structure will be created in both the Companies subject to consolidation of fractions arising in terms of clause 13 of this Scheme. Thus, the rights and interests of the shareholders of the Demerged Company are safeguarded.

2. (A) DEFINITIONS

In the Scheme, unless repugnant to meaning or context thereof, following expressions shall have meanings as given below:

2.1 "Act" means the Companies Act, 2013 and applicable rules made there under and includes any amendments, statutory re-enactments and modifications thereof for the time being in force;
2.2 "Applicable Law(s)" means any relevant statute, notification, by-laws, rules, regulations, guidelines, rule of common law, policy, code, directives, ordinance, schemes, notices, treaties, judgments, decree, approvals, orders or instructions enacted or issued or sanctioned by any Governmental and Registration Authority (more particularly defined hereinafter in Clause 2.13 of this Scheme), having the force of law and as applicable to both companies;
2.3 "Appointed Date" for purposes of this Scheme means April 1, 2019;
2.4 "Board" or "Board of Directors" means board of directors of respective companies to this Scheme, as the case may be and shall, unless it is repugnant to the context, include committees of directors or any person authorized by board of directors;
2.5 "Companies" shall mean Demerged Company and Resulting Company referred collectively;
2.6 "Demerged Company" shall have a meaning as ascribed to it under Recital C of this Scheme above;
2.7 "Demerged Undertaking" or "Photo Films Business" means the Photo Films Business of the Demerged Company which would be transferred on a going concern basis to the Resulting Company on and from the Appointed Date. Without prejudice to the generality of the above, the Demerged Undertaking shall mean and include:
a) all assets pertaining to Photo Films Division of every kind, nature and description including movable property or immovable property (whether freehold, leasehold, leave and licensed, tenancies and

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

otherwise), tangible or intangible assets, including strategic investment in JPF Netherland BV, Amsterdam, investments in the units of mutual funds and other money market instruments, Intellectual Property Rights (more particularly defined hereinafter in Clause 2.14 of this Scheme), computers and accessories, software and related data, leasehold improvements, plant and machinery, offices, capital work-in-progress, vehicles, furniture, fixtures, office equipment, electrical appliances, cash and cash equipment's and accessories pertaining to Photo Films Business of the Demerged Company;

b) All agreements, rights, contracts, entitlements, permits, licenses, approvals, consents, engagements, arrangements, activities, operations, approvals granted by the Reserve Bank of India ("RBI") related to overseas investments and all other privileges and benefits of every kind, if any, nature and description whatsoever relating to the Photo Films Business;
c) all debts (whether secured or unsecured) including but not limited to long-term and short-term borrowings, trade payables, trade creditors, long-term and short-term provisions, deferred tax liabilities, current liabilities (including contingent liabilities), cash credit, duties and obligations of the Photo Films Business of every kind, nature and description whatsoever and howsoever accruing or arising out of, and all loans and borrowings raised or incurred and utilized for its businesses, activities and operations, if any, pertaining to Photo Films Business and shall also include all other liabilities of whatsoever nature, amounts of which are categorized as general or multi-purpose borrowings of the Demerged Company to be transferred to the Resulting Company in the same proportion by which the value of assets to be transferred bear to the total value of assets of the Demerged Company immediately before the Demerger;
d) all accumulated business and tax losses and unabsorbed depreciation of the Demerged Company pertaining to the Photo Films Business, if any, in terms of provisions of Section 72A (4) of the IT Act (more particularly defined hereinafter in Clause 2.15 of this Scheme) and shall also comprise of all accumulated business and tax losses and unabsorbed depreciation, if any, of the Demerged Company which do not directly pertain to the Photo Films Business, to be apportioned between the Demerged Company and the Resulting Company in terms of the provisions of Section 72A(4) (b) of the IT Act (more particularly defined hereinafter in Clause 2.15 of this Scheme).
e) all legal proceedings of whatsoever nature by or against the Demerged Company, if any, pending as on the Appointed Date and relating to the Photo Films Business;
f) all employees engaged in or relating to the Photo Films Business of the Demerged Company; and
g) all the past track records relating to the Photo Films Business, including without limitation, the profitability, production volumes, experience, credentials, certifications, accreditations and market share pertaining to or relating to the Photo Films Business.

The details of the asset and liabilities comprising of the Demerged Undertaking or the Photo Films Business of the Demerged Company as appearing in the financial statements of the Demerged Company as at 30th Sept,2018 is annexed as Schedule-I to this Scheme.

2.8 "Demerger" means the transfer and vesting of the Demerged Undertaking or the Photo Films Business of the Demerged Company on a going-concern basis to the Resulting Company in terms of this Scheme in its present form or with any modification(s) as approved by the Tribunal (more particularly defined hereinafter in Clause 2.25 of this Scheme);
2.9 "Effective Date" shall be last of the following dates on which:
(i) the Companies have received observation letters/ no-objection letters from the Stock Exchanges (more particularly defined hereinafter in Clause 2.24 of this Scheme), pursuant to Regulation 37 of the Listing Regulations (more particularly defined hereinafter in Clause 2.16 of this Scheme) read with SEBI Circulars (more particularly defined hereinafter in Clause 2.23 of this Scheme);

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

(ii) the requisite consent, approval or permission of the sectoral regugulators, if any, as may be required under Applicable Laws;
(iii) the requisite approval of respective shareholders and creditors of the Companies is obtained under section 230 of the Act; and
(iv) the certified copies of the order of Tribunal (more particularly defined hereinafter in Clause 2.25 of this Scheme), under section 232 of the Act, sanctioning this Scheme, is filed by the Companies with RoC (more particularly defined hereinafter in Clause 2.20 of this Scheme).

Provided that references in this Scheme to the date of "upon coming into effect of the Scheme" or "upon the scheme becoming effective" or "effectiveness of the Scheme" shall mean Effective Date;

2.10 "Encumbrance" means (i) any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, deed of trust, title retention, security interest or other encumbrance of any kind securing, or conferring any priority of payment in respect of any obligation of any person, including any right granted by a transaction which in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under Applicable Laws; (ii) any proxy, power of attorney, voting trust agreement, interest, option, right of first offer, refusal or transfer restriction in favor of any person; and (iii) any adverse claim as to title, possession or use;
2.11 "FEMA" means the Foreign Exchange Management Act, 1999 along with the rules and regulations made there under and shall include any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force;
2.12 "FEMA Regulations" means Foreign Exchange Management (Transfer or Issue of Any Foreign Security) Regulations, 2004 issued by the RBI under Notification No. FEMA 120/RB-2004 dated July 7, 2004, as amended from time to time;
2.13 "Governmental and Registration Authority" means any relevant Central, State or local government, legislative body, regulatory or administrative authority, agency or commission or any court, tribunal, board, quasi-judicial body, bureau or instrumentality thereof or arbitral body having jurisdiction over the Companies;
2.14 "Intellectual Property Rights" means, whether registered or not, in the name of or recognized under Applicable Laws as being intellectual property of Demerged Company, or in the nature of common law rights of Demerged Company, all domestic and foreign (a) trademarks, service marks, brand names, internet domain names, websites, online web portals, trade names, logos, trade dress and all applications and registration for the foregoing and all goodwill associated with the foregoing and symbolized by the foregoing; (b) confidential and proprietary information and trade secrets; (c) published and unpublished works of authorship and copyrights therein, and registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof; (d) computer software, programs (including source code, object code, firmware, operating systems and specifications) and processes; (e) designs, drawings, sketches; (f) tools, databases, frameworks, customer data, proprietary information, knowledge, any other technology or knowhow, licenses, software licenses and formulas; (g) ideas and all other intellectual property or proprietary rights; and (h) all rights in all of the foregoing provided by Applicable Laws;
2.15 "IT Act" means the Income Tax Act, 1961 and the rules made there under and shall include any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force;
2.16 "Listing Regulations" means Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and shall include any statutory modification(s), amendment(s) or reenactment(s) thereof for the time being in force as applicable to the Scheme;
2.17 "Record Date" means the date fixed by Board of Companies in respect of allotment/issuance of shares to the shareholders of Demerged Company as consideration for the transfer and vesting of Demerged Undertaking into the Resulting Company;

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

2.18 "Remaining Business or Remaining Undertaking" means Packaging Films Business and all undertakings, businesses, activities and operations of the Demerged Company other than the Demerged Undertaking or the Photo Films Business;
2.19 "Resulting Company" shall have a meaning as ascribed to it under Recital D of this Scheme;
2.20 "ROC" or "Registrar of Companies" means the Registrar of Companies for Kanpur;
2.21 "Scheme" or "this Scheme" or "the Scheme" means this scheme of arrangement in its present form as submitted to the Tribunal or this Scheme with such modification(s), if any, as may be directed by members and/or creditors of respective Companies or such modifications(s) as may be imposed by any Governmental and Registration Authority and accepted by Board of Companies and/or directed to be made by the Tribunal while sanctioning the Scheme;
2.22 "SEBI" means the Securities and Exchange Board of India established under the Securities and Exchange Board of India Act, 1992;
2.23 "SEBI Circulars" means Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 read with Circular No. CFD/DIL3/CIR/2017/105 dated September 21, 2017 and CFD/DIL3/CIR/2018/2 dated January 3, 2018 each issued by SEBI, as amended or replaced from time to time;
2.24 "Stock Exchanges" means BSE Limited and National Stock Exchange of India Ltd. referred collectively; and
2.25 "Tribunal" means the National Company Law Tribunal, Allahabad Bench or such other court, tribunal, forum or authority having jurisdiction over Companies to sanction the Scheme involved in the Scheme, depending on the context and applicability.

2. (B) INTERPRETATION

Terms and expressions which are used in this Scheme but not defined herein shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the Act, and if not defined therein then under the relevant Applicable Laws. In this Scheme, unless the context otherwise requires:

a) references to "persons" shall include individuals, bodies corporate (wherever incorporated), unincorporated associations and partnerships;
b) heading, sub-heading and bold typeface are only for convenience and shall not affect the construction or interpretation of this Scheme;
c) the term "Clause" refers to the specified clause of this Scheme;
d) references to one gender includes all genders;
e) Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
f) words denoting singular shall include the plural and vice versa;
g) reference to any legislation, statute, regulation, rule, notification or any other provision of law means and includes references to such legal provisions as amended, supplemented or re-enacted from time to time, and any reference to a legal provision shall include any subordinate legislation made from time to time under such a statutory provision.
h) unless otherwise defined, the reference to the word "days" shall mean calendar days; and
i) references to dates and times shall be construed to be references to Indian dates and times.

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

3. SHARE CAPITAL

3.1 The authorized, issued, subscribed and paid up share capital of Demerged Company as on March 31, 2018 is as under:

	Authorized Share Capital	Amount (Rs.)

	23,20,00,000 Equity Shares of Rs. 10 /- each	232,00,00,000
	3,00,00,000 Cumulative Redeemable Preference Shares of Rs 10/- each	30,00,00,000
	Total	262,00,00,000
	Issued, Subscribed and fully Paid up Share Capital	Amount (Rs.)
	4,37,86,413 Equity Shares of Rs. 10/- each fully paid up.	43,78,64,130
	Total	43,78,64,130

3.2 The authorized, issued, subscribed and paid up share capital of Resulting Company as on March 31, 2018 is as under:

	Authorized Share Capital	Amount (Rs.)
	20,00,000 Equity Shares of Rs. 10/- each	2,00,00,000
	Total	2,00,00,000
	Issued, Subscribed and fully Paid up Share Capital	Amount (Rs.)
	50,000 Equity Shares of Rs. 10/- each fully paid up.	5,00,000
	Total	5,00,000

3.3 It is expressly clarified that until this Scheme becomes effective, Companies are free to alter their authorized, issued, subscribed or paid up share capital as may be required for their respective business requirements, subject to the necessary approvals obtained from their respective Boards and shareholders, if required.

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

PART II

4. TRANSFER AND VESTING OF ASSETS

4.1 Upon coming into effect of this Scheme and with effect from Appointed Date and subject to provisions of this Scheme including in relation to mode of transfer or vesting, the entire business and undertaking, all property(ies), being movable or immovable, tangible or intangible (whether under development or otherwise), pertaining to Demerged Undertaking or the Photo Films Business of the Demerged Company including but not limited to property, plant and equipment, furniture and fixtures, land and building, (whether freehold, leasehold, leave and licensed, right of way, tenancies and/or otherwise), any leasehold properties, all documents of title, rights and easements in relation thereto or improvements, bank balances, bank deposits against bank guarantees, interest accrued but not due on bank deposits, interest accrued on deposits, security deposits, cash and cash equivalents, cash imprest, sundry debtors, inter-branch balances, outstanding loans and advances (short-term and long-term), if any, recoverable in cash or in kind or for value to be received including but not limited to loans and advances to suppliers, vendors, customers, staff, employees, others, balance with Governmental and Registration Authorities, service export scrips, prepaid expenses (current and non-current), fixed assets, inventories, advances, income tax receivables and refund, service tax credit receivables and refunds, Goods and Service Tax ("GST") receivables and refunds (current and non-current), capital advances, trade receivables, any unbilled revenue, accrued interest, other current and non-current assets, deferred tax assets, contribution to gratuity fund, permits, approvals, authorizations, telephone connections, telex, facsimile connections and installations, utilities, electricity and other services, reserves, provisions, funds, benefits of all agreements that are in force on the Effective Date and all other interests, benefits, any other permits, approvals or authorizations under the applicable provisions of the tax laws (including under the IT Act, Customs Act, 1962, Central Excise Act, 1944, State Sales Tax laws, Central Sales Tax Act, 1956, Value Added Tax, Service tax, Goods and Service Tax Act, 2016 and all other Applicable Laws), all past and present investments (in India or overseas), if any, including but not limited to strategic investment in JPF Netherlands BV and investments in other quoted and unquoted equity shares, preference shares, optionally convertible preference shares, debentures and other securities of all descriptions of anybody corporate (whether in India and elsewhere), mutual funds etc. belonging to Demerged Undertaking or the Photo Films Business of Demerged Company and other assets such as computer software and hardware, peripherals, tools and dies, fan coolers, air conditioners, vehicles (whether freehold or encumbered), office equipment, lending contracts, benefit of any security arrangements, reversions, powers, authorities, allotments, approvals, consents, licenses, registrations, contracts, agreements, engagements, arrangements of all kind, rights, titles, interests, benefits, easements, if any, and privileges of whatsoever nature and wherever situated belonging to or in the ownership, power or possession and in control of or vested in or granted in favor of or enjoyed by Demerged Company which are pertaining to the Demerged Undertaking or the Photo Films Business (hereinafter referred to as "Said Assets" ) and all documents of titles, receipts and easements in relation thereto, all rights, covenants, continuing rights, titles and interest in connection with Said Assets shall, unless otherwise agreed amongst Companies specifically, be transferred to and stand vested in and/or be deemed to be transferred to and stand vested in Resulting Company in the mode and manner as prescribed in this Scheme on a going concern basis pursuant to provisions of section 230 to 232 of the Act and all other applicable provisions of the Act and pursuant to the orders of the Tribunal sanctioning the Scheme, without any further act, instrument, deed, matter or thing so as to become on and from Appointed Date, the Said Assets of the Resulting Company.

It is expressly clarified that, in so far leasehold, leave and licensed properties pertaining to Demerged Undertaking or the Photo Films Business of the Demerged Company are concerned, if any, and subject to terms and conditions of the respective lease, leave and license agreements that have already been entered into between Demerged Company with any other third party before the Effective Date, the Resulting Company is expressly permitted to enter into fresh lease agreements and/or leave and license agreements, novate the existing lease agreements and/or leave and license agreements or terminate any lease agreements and/or leave and license agreements that are already in existence with any third party.

4.2 In respect of Said Assets pertaining to Demerged Undertaking which are movable in nature or incorporeal

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

property or are otherwise capable of being transferred by manual delivery or possession or by endorsement and/or by way of a delivery protocol, the same shall stand transferred to Resulting Company upon coming into effect of this Scheme pursuant to an order being made thereof by the Tribunal under section 232 of the Act without any further act, instrument, deed or need of executing any other instrument of conveyance.

It is further expressly clarified that all plant and machinery and fixed assets pertaining to the Demerged Undertaking installed at; (i) Unit No. I; (ii) Roll Film Unit No. II; and (iii) PPD (Photographic Papers Division) Unit located at Demani Road, Dadra - 396193, Dadra & Nagar Haveli (U.T.) are movable in nature and shall in no case be classified as benefits to arise out of land and things attached to the earth, or permanently fastened to anything attached to the earth.

4.3 Upon this Scheme becoming effective and with effect from the Appointed Date, all statutory licenses including but not limited to sponsor license, permits, quotas, approvals, permissions, clearances, incentives and all other business certifications and all other registration certificates issued to Demerged Company pertaining and to Demerged Undertaking or the Photo Films Business under Applicable Laws including without limitation, the Payment of Bonus Act, 1965, Contract Labour (Regulation and Abolition) Act, 1970, Payment of Gratuity Act, 1972, Employees Provident Fund and Miscellaneous Provisions Act, 1952, FEMA Regulations etc. or any subsidies, concessions, grants, special reservations, rights, claims, leases, tenancy rights, liberties, benefits under applicable provisions of the IT Act and other benefits or privileges, if any, (hereinafter referred to as "Said Rights and Interests" ) enjoyed or conferred upon or held or availed of and all rights and benefits that have accrued or which may accrue to Demerged Undertaking or the Photo Films Business, shall, pursuant to provisions of section 232(4) of the Act and other applicable provisions of Applicable Laws, for the time being in force, without any further act, instrument or deed, be and stand transferred to and vested in and/or be deemed to have been transferred to and vested in and be available to Resulting Company so to become the Said Rights and Interests of the Resulting Company on and from Appointed Date, effective and enforceable on the same terms and conditions to the extent permissible under Applicable Laws for the time being in force and shall be duly and appropriately mutated or endorsed by the concerned Governmental and Registration Authorities including the RBI therewith in favor of Resulting Company.
4.4 Upon this Scheme becoming effective and with effect from the Appointed Date, all Said Assets and Said Rights and Interests pertaining to the Demerged Undertaking of Demerged Company accrued to and/or acquired by Resulting Company after Appointed Date and prior to Effective Date shall have been or deemed to have been accrued to and/or acquired for and on behalf of Resulting Company and shall upon coming into effect of this Scheme, pursuant to the provisions of section 232 of the Act, without any further act, instrument or deed be and stand transferred to and vested in or be deemed to have been transferred to and vested in Resulting Company to that extent and shall become Said Assets and Said Rights and Interests of Resulting Company.
4.5 Upon coming into effect of this Scheme:
(i) All vehicles (whether freehold or encumbered), of any nature whatsoever, belonging to Demerged Undertaking of the Demerged Company, shall stand transferred to and vested in and/ or be deemed to be transferred and vested in Resulting Company without any further act, instrument or deed or any further payment of fees, charge or securities and upon application being made by Resulting Company, the relevant Governmental and Registration Authorities shall mutate and register the said vehicles in the name of Resulting Company as if the vehicles had originally been registered in the name of Resulting Company without recording that the Resulting Company is the second or subsequent owner of such vehicles; and
(ii) All Intellectual Property Rights pertaining to the Demerged Undertaking shall stand transferred to and vested in and be deemed to be transferred to and vested in the name of Resulting Company without any further act, instrument or deed. Resulting Company, however, shall after the effectiveness of this Scheme, file the relevant intimations with the concerned Governmental and Registration Authorities in relation to Demerger, if required, who shall take them on record.

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CIN No. L17111UP1974PLC003979

4.6 The past track record of the Demerged Company relating to the Photo Films Business, including without limitation, the profitability, production volumes, experience, credentials and market share, shall be deemed to be the track record of the Resulting Company for all commercial and regulatory purposes including for the purpose of eligibility, standing, evaluation and participation of the Resulting Company in all existing and future bids, tenders and contracts of all authorities, agencies and clients.

5. TRANSFER AND VESTING OF LIABILITIES

5.1 Upon coming into effect of this Scheme and with effect from Appointed Date all secured and unsecured liabilities, borrowings (long-term and short-term), including liabilities of every kind, nature and description, whatsoever and howsoever arising, whether present or future, including contractual liabilities, guarantees, (long-term and short term), security deposits received, loans, contingent liabilities, deferred tax liabilities, non-trade payables, creditors of fixed assets, letters of credit, etc., if any, statutory liabilities/dues (whether disputed or undisputed), any kind of commitment or any other advances received (whether disclosed or undisclosed), duties, term loans from banks and financial institutions, bank overdraft, long term loan and advances from customers, statutory dues payable, government dues for taxes, outstanding contribution to provident fund, outstanding labour welfare funds, outstanding trade payables, outstanding trade creditors dues of micro and small enterprises, staff and other creditors, employee benefit payable, long term or short term provisions, advance from customers, sales invoice discounting, short term provisions including but not limited to gratuity, leave encashment and bonus, expenses payable, taxes and obligations, other current and non-current liabilities, if any, along with any charge, encumbrance, lien or security thereon, if any, and those arising out of proceedings of any nature (hereinafter referred to as "Said Liabilities" ) of Demerged Company relating to the Demerged Undertaking shall also be transferred to and vested in or be deemed to be transferred to and stand vested, without any further act, instrument or deed in Resulting Company pursuant to provisions of section 230 to 232 of the Act and all other applicable provisions of Act and other Applicable Laws so as to become Said Liabilities of Resulting Company.

Further, it expressly clarified that it shall not be necessary to obtain separate consent of any third party or any person who is a party to any contract or arrangement by virtue of which such Said Liabilities may have arisen and are to be transferred to Resulting Company unless specific permission is required under the provisions of the Act.

5.2 Upon coming into effect of this Scheme and with effect from Appointed Date, if there are any general or multipurpose borrowings in the books of account of the Demerged Company, so much of the amount of the general or multipurpose borrowings, as standing in the same proportion in which the value of the assets transferred pursuant to the Scheme bears to the total value of the assets of the Demerged Company immediately before the Demerger, shall also stand transferred to the Resulting Company pursuant to the Scheme.
5.3 Upon coming into effect of this Scheme and with effect from Appointed Date, all loans raised and used and Said Liabilities incurred in respect of the Demerged Undertaking, if any, by the Demerged Company after Appointed Date, but prior to Effective Date, shall be deemed to be transferred to and vested with Resulting Company without any further act or deed.
5.4 Upon coming into effect of this Scheme and with effect from Appointed Date, the borrowing limits of Resulting Company shall, without any further act or deed, stand enhanced by an amount being the aggregate of Said Liabilities pertaining to Demerged Undertaking of Demerged Company which are being transferred to Resulting Company pursuant to this Scheme and Resulting Company shall not be required to pass any separate resolutions in this regard.
5.5 Upon coming into effect of this Scheme and with effect from Appointed Date, vesting of said Assets shall be subject to the existing securities, charges, hypothecation and mortgages, if any, subsisting in relation to any loans or borrowings pertaining to Demerged Undertaking, provided however, any reference in any security documents or arrangements to which the Demerged Company is a party, wherein the Said Assets of the Demerged Company have been or are offered or agreed to be offered as securities for any financial

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CIN No. L17111UP1974PLC003979

assistance or obligations, shall be construed as a reference to only the Said Assets pertaining to the Demerged Undertaking as are vested in the Resulting Company as per this Scheme. Provided further that the securities, charges, hypothecation and mortgages, if any, subsisting over and in respect of the Said Assets or any part thereof of the Resulting Company shall continue with respect to such Said Assets or part thereof and this Scheme shall not operate to enlarge such securities, charges, hypothecation and mortgages.

5.6 The Resulting Company, at its own cost, shall take all steps as may reasonably be necessary to enter into new or amended loan or security agreements or instruments and the like as may be necessary with the lender, such that Resulting Company shall assume sole responsibility for repayment of borrowings.
5.7 It is expressly clarified that in case of any question that may arise as to whether any particular asset or liability and/or employee pertains or does not pertain to the Demerged Undertaking of the Demerged Company, or whether it arises out of the activities or operations of the Demerged Undertaking, the same shall be decided by mutual agreement between Board of Directors of the Companies.
5.8 With effect from Effective Date and until such time names of the bank accounts of Demerged Company which are pertaining to Demerged Undertaking are replaced with that of the Resulting Company, the Resulting Company shall be entitled to operate the existing bank accounts of the Demerged Company, in so far, as may be necessary. The banks shall also honor cheques or other bills issued in the name of Demerged Company on and from Effective Date.
5.9 All profits or incomes including interest on deposits with banks, interest income etc., accruing or arising to Demerged Undertaking or expenditure or losses arising or incurred (including the effect of taxes, if any) by the Demerged Undertaking of on and any time after Appointed Date shall, for all purposes, be treated and be deemed to be and accrue as the profits or incomes or expenditure or losses of the Resulting Company, as the case may be.
5.10 Upon the coming into effect of this Scheme and as per the provisions of section 72A(4) and other applicable provisions of the IT Act, all accumulated business and tax losses and unabsorbed depreciation, if any, of the Demerged Company pertaining to the Demerged Undertaking shall be transferred to the Resulting Company. Further, all accumulated business and tax losses and unabsorbed depreciation, if any, of the Demerged Company which do not directly pertain to the Demerged Undertaking shall be apportioned between the Demerged Company and the Resulting Company in the same proportion in which the assets of the undertakings have been retained by the Demerged Company and transferred to the Resulting Company in terms of the provisions of section 72A(4) (b) of the IT Act. It is expressly clarified that all the accumulated business and tax losses and unabsorbed depreciation as are transferred, shall be eligible to be carried forward and set off in the hands of the Resulting Company.
5.11 If any term or provision of this Scheme is found or interpreted to be inconsistent with any applicable provision of the IT Act at a later date including resulting from any amendment of Applicable Laws or for any other reason, whatsoever, then the provisions of such amended section(s) of the IT Act or any other Applicable Law shall prevail and this Scheme shall stand modified to the extent determined necessary to comply with conditions contained in Section 2(19AA) of the IT Act or any other Applicable Law, as may be amended from time to time. Such modification shall, however, not affect other parts of this Scheme.

6. LEGAL PROCEEDINGS

6.1 Upon coming into effect of this Scheme, all suits, actions and other proceedings including legal, taxation, arbitration, mediation and conciliation proceedings (before any statutory or quasi-judicial authority or tribunal or any court or arbitral body), if any, by or against the Demerged Company pertaining to the business of Demerged Undertaking pending and/or arising on or before Effective Date shall be continued and/or be enforced by or against the Resulting Company as effectually and in the same manner and extent as if the same has been instituted and/or pending and/or arising by or against the Resulting Company.

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CIN No. L17111UP1974PLC003979

6.2 It is expressly specified that the Resulting Company undertakes to have all legal, taxation or other proceedings pertaining to Demerged Undertaking initiated by or against Demerged Company referred to in Clause 6.1 above, be transferred to its name and shall have the same continued, prosecuted and enforced in its name. The Companies shall make relevant applications and take steps as may be required in this regard.
6.3 In respect of all suits, actions and other proceedings including legal, taxation, arbitration, mediation and conciliation proceedings pertaining to the Demerged Undertaking and arising against the Demerged Company on or after the Effective Date, the Demerged Company shall give notice of such proceedings to the Resulting Company and the Resulting Company shall get such proceedings transferred to its name. Also, the Resulting Company hereby indemnifies the Demerged Company against any expense or loss incurred by the Demerged Company in such proceeding.

7. INTER COMPANY TRANSACTIONS

7.1 Without prejudice to any provisions of this Scheme, upon the Scheme becoming effective and with effect from Appointed Date, all inter-company transactions between Demerged Company pertaining to Demerged Undertaking and Resulting Company including but not limited to:
(i) equity shares of Resulting Company held by the Demerged Company;
(ii) any loans, advances, and other obligations (including any guarantees, letters of credit, letters of comfort or any other instrument or arrangement which may give rise to a contingent liability in whatever form), which are due or outstanding pertaining to the Demerged Undertaking or which may at any time in future become due between Demerged Company and Resulting Company; or
(iii) any other agreement/memorandum of understanding, executed between Demerged Company pertaining to the Demerged Undertaking and the Resulting Company;

shall stand cancelled, extinguished and be of no effect as on Effective Date and the Demerged Company and the Resulting Company shall have no further obligation outstanding in that behalf.

8. TREATMENT OF TAXES

8.1 Upon this Scheme becoming effective, all taxes and duties payable by and accruing to the Demerged Company relating to the Demerged Undertaking, including all advance taxes, tax deduction at source ("TDS") , sales tax/value added tax, goods and service tax or any refunds or claims shall, for all purpose, be treated as advance tax payments, TDS, refunds or claims of the Resulting Company.
8.2 Upon the Scheme becoming effective, the Companies are permitted to file or revise their respective returns including but not limiting to TDS return, sales tax/value added tax returns, service tax returns, GST returns and all other relevant returns filed with the Governmental and Registration Authorities for the period commencing on and from the Appointed Date, to claim refunds and interest due, if any thereon, credits, exemptions pursuant to provisions of this Scheme, notwithstanding that the time period prescribed for filing/ revision of such return may have elapsed.
8.3 Upon this Scheme becoming effective, all unavailed credits, claims and exemptions, any refunds, interest due there on, benefit of carried forward losses and other statutory benefits, in respect of income tax (including but not limited to TDS, tax collected at source, advance tax and tax losses etc.), CENVAT credit, GST credit, customs, value added tax, sales tax, service tax etc. to which Demerged Undertaking of Demerged Company is entitled to, prior to the period of Appointed Date, shall without any further act or deed be available to and vest in Resulting Company.
8.4 The obligation for deduction of TDS on any payment made by or to be made by the Demerged Company for the Demerged Undertaking under the IT Act, GST, service tax laws, or other applicable laws and/or regulations dealing with taxes, duties or levies shall be deemed to have been made and duly complied with on behalf of the Resulting Company.

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

8.5 All the expenses incurred by the Demerged Company and the Resulting Company in relation to the Scheme, including stamp duty expenses, if any, shall be allowed as deduction to each of the Demerged Company and the Resulting Company in accordance with Section 35DD of the IT Act over a period of 5 years beginning with the previous year in which the Scheme becomes effective.
8.6 Without prejudice to generality of aforesaid, any concessional or statutory forms under applicable tax laws or local levies issued or received by Demerged Company pertaining to Demerged Undertaking, if any, in respect of period commencing from Appointed Date shall be deemed to be issued or received in the name of Resulting Company and benefit of such forms shall be allowed to Resulting Company in the same manner and to the same extent as would have been available to Demerged Companies.
8.7 Any refund under tax laws due to Demerged Undertaking consequent to the assessments made on Demerged Company and for which no credit is taken in the accounts as on the date immediately preceding Appointed Date shall belong to and be received by Resulting Company. The concerned Governmental and Registration Authorities shall be bound to transfer to the account of and give credit for the same to Resulting Company upon the passing of the orders on this Scheme by the Tribunal upon the Scheme becoming effective.

9. TREATMENT OF EMPLOYEES

9.1. Upon coming into effect of this Scheme:
a) All staff, workmen and employees who are in employment of Demerged Company pertaining to Demerged Undertaking as on the Effective Date shall become staff, workmen and employees of Resulting Company with effect from Appointed Date on the basis that:
(i) their employment shall be deemed to have been continuous and not interrupted by reasons of the Demerger; and
(ii) terms and conditions of their employment after Demerger shall not in any way be less favorable to them than those applicable to them immediately preceding the said transfer.
b) It is expressly provided that as far as provident fund, employee state insurance plan scheme, gratuity scheme/trusts, leave encashment, superannuation scheme, compensated absences, unavailed leave scheme or any other special scheme(s) or fund(s) or trust(s), provisions for benefits created or existing, if any, for the benefit of staff/workmen/employees of Demerged Undertaking belonging to the Demerged Company are concerned, upon coming into effect of the Scheme, the Resulting Company shall stand substituted for the Demerged Company for all purposes whatsoever, related to administration or operation of such scheme(s) or fund(s) or trust(s) to the end and intent that all rights, duties, powers and obligation(s) of the Demerged Company in relation to such scheme(s) or fund(s) or trust(s) shall become those of the Resulting Company. It is clarified that employment of employees pertaining to the Demerged Undertaking of the Demerged Company will be treated as having been continuous for the purpose of the aforesaid scheme(s) or fund(s) or trust(s) including for the purposes of payment of any retrenchment compensation and other terminal benefits.
c) The Resulting Company shall file relevant intimations with the concerned Governmental and Registration Authorities who shall take the same on record and endorse the name of Resulting Company for the Demerged Company. Upon this Scheme becoming effective, all contributions to such scheme(s) or fund(s) or trust(s) created or existing for the benefit of such employees pertaining to the Demerged Undertaking of the Demerged Company shall be made by the Resulting Company in accordance with the provisions of such scheme(s) or fund(s) or trust(s) and Applicable Laws.

10. CONTRACTS, DEEDS, RESOLUTIONS, ETC.

10.1 Subject to other provisions contained in this Scheme, all contracts, deeds, understandings, bonds,

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

guarantees, agreements, instruments and writings and benefits of whatsoever nature pertaining to Demerged Undertaking to which Demerged Company is a party and is subsisting or having effect as on the Effective Date, shall upon coming into effect of this Scheme, shall remain in full force and effect against or in favor of the Resulting Company and may be enforced by or against the Resulting Company as fully and effectually as if, instead of the Demerged Company, the Resulting Company had been a party thereto or beneficiary or obligee thereto or thereunder.

10.2 Without prejudice to the generality of the foregoing, it is clarified that upon this Scheme becoming effective and with effect from Appointed Date, all consents, agreements, permissions, all statutory or regulatory licences, contractual licenses, certificates, insurance covers, clearances, authorities, power of attorney given by, issued to or executed in favor of Demerged Company and which are pertaining to the Demerged Undertaking or any instrument of whatsoever nature including various incentives, subsidies, schemes, special status and other benefits or privileges pertaining to Demerged Undertaking granted by any Governmental or Registration Authorities or by any other person and enjoyed or availed by the Demerged Company shall stand transferred to the Resulting Company as if the same were originally given by, issued to or executed in favor of the Resulting Company and the Resulting Company shall be bound by the terms thereof, the obligations and duties thereunder and the rights and benefits under the same shall be available to the Resulting Company. Insofar as the various incentives, subsidies, schemes, special status and other benefits or privileges pertaining to the Demerged Undertaking granted by any Governmental or Registration Authorities or by any other person, or availed by the Demerged Company are concerned, the same shall vest with and be available to the Resulting Company on the same terms and conditions as applicable to the Demerged Company as if the same had been allotted and/or granted and/or sanctioned and/or allowed to the Resulting Company.
10.3 Upon the Scheme becoming effective, all resolutions pertaining to Demerged Undertaking of Demerged Company which are valid and subsisting on Effective Date, shall continue to be valid and subsisting and be considered as resolutions of the Resulting Company and if any such resolutions have any upper monetary or any other limits imposed under provisions of the Act, then the said limits shall apply mutatis mutandis to such resolutions and shall constitute the aggregate of the said limits in Resulting Company. Further, the Resulting Company shall, in its own right, be entitled to realize all monies and complete and enforce all pending contracts and transactions in respect of the Demerged Undertaking.

11. CONDUCT OF BUSINESS TILL EFFECTIVE DATE

11.1 On and from the Appointed Date and up to and including the Effective Date, the Demerged Company shall be deemed to carry on all the businesses and other incidental matters pertaining to the Demerged Undertaking for and on account of and in trust for the Resulting Company with reasonable diligence and due business prudence and in the same manner as carried before and shall not without the prior written consent of the Resulting Company alienate, charge, mortgage, encumber or otherwise deal with or dispose of any of such Said Assets or such Said Rights and Interests and business undertaking(s) or any part thereof, save and except in each case:
(i) If it is in the ordinary course of business of Demerged Company as on the date of filing this Scheme with the Tribunal; or
(ii) If the same is expressly permitted by this Scheme.
11.2 All Said Assets and Said Rights and Interests pertaining to the Demerged Undertaking of the Demerged Company accrued to and/or acquired by the Demerged Company after the Appointed Date and prior to the Effective Date shall have been or deemed to have been accrued to and/or acquired for and on behalf of the Resulting Company and shall upon coming into effect of this Scheme and pursuant to provisions of section 232(4) of the Act, without any further act, instrument or deed be and stand transferred to and vested in or be deemed to have been transferred to and vested in the Resulting Company to that extent and shall become the Said Assets and the Said Rights and Interests of the Resulting Company.

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

12. SAVING OF CONCLUDED TRANSACTIONS

12.1 Where any of the Said Liabilities pertaining to the Demerged Undertaking of the Demerged Company as on the Appointed Date transferred to the Resulting Company have been discharged by the Demerged Company after the Appointed Date and prior to the Effective Date, such discharge of Said Liabilities shall be deemed to have been for and on account of the Resulting Company.
12.2 Without prejudice to anything mentioned above or anything contained in this Scheme, transfer and vesting of the Demerged Undertaking of the Demerged Company as per this Scheme shall not affect any transactions or proceedings already concluded by the Demerged Company on or before the Appointed Date or after the Appointed Date till the Effective Date, to the end and intent that the Resulting Company accepts and adopts all acts, deeds, matters and things made, done and executed by Demerged Company as acts, deeds, matters and things made, done and executed by or on behalf of Resulting Company.
12.3 All Said Liabilities pertaining to the Demerged Undertaking incurred or undertaken by the Demerged Company after the Appointed Date and prior to the Effective Date shall be deemed to have been raised, used, incurred or undertaken for and on behalf of the Resulting Company to the extent they are outstanding on the Effective Date, shall, upon the coming into effect of this Scheme and pursuant to provisions of section 232 and any other applicable provisions of the Act, shall without any further act, instrument or deed be and stand transferred to and vested in and/or be deemed to have been transferred to and vested in the Resulting Company and shall become Said Liabilities of Resulting Company.

13. CONSIDERATION

13.1 Upon the coming into effect of the Scheme, and in consideration of the demerger of the Demerged Undertaking and transfer and vesting thereof with the Resulting Company, the Resulting Company shall, without any further act or deed and without any further payment, issue and allot the equity shares at par on a proportionate basis to each member of the Demerged Company whose name is recorded in the register of members of the Demerged Company as holding equity shares on the Record Date or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by the Board of Directors of the Demerged Company in the following proportion:
"For every 4 (four) equity shares of face value of Rs. 10/- each held in the Demerged Company, as on the Record Date, every equity shareholder of the Demerged Company shall without any application, act or deed, be entitled to receive 1 (one) equity share of face value of Rs. 10/- each of the Resulting Company, credited as fully paid-up. The allotment of equity shares of the Resulting Company shall be in the same ratio as aforesaid to all shareholders of the Demerged Company, subject to fractional entitlements which shall be dealt with as per the procedure provided for in the Scheme. Accordingly, the Resulting Company shall issue and allot to the shareholders of the Demerged Company 10946604 fully paid up equity shares of Rs 10/- each on the Scheme becoming effective."
13.2 M/s S.S. Kothari Mehta & Co., Firm Regn. No. 000756N, has issued the report on the aforementioned share entitlement ratio. M/s 3 Dimension Capital Services Limited (SEBI Regn INM000012528), CategoryI, Merchant Banker, has provided its fairness opinion on the aforesaid share entitlement ratio. The aforesaid share entitlement ratio and fairness opinion have been duly considered by the Board of the Companies;
13.3 In case any member's holding in the Demerged Company is such that the member becomes entitled to a fraction of an equity share of the Resulting Company in terms of Clause 13.1 above, the Resulting Company shall not issue fractional shares to such member(s) but shall instead consolidate all such fractional entitlements to which such member(s) of the Demerged Company may be entitled on the issue and allotment of the equity shares of the Resulting Company, and thereupon the Resulting Company shall issue and allot the consolidated number of equity shares to a trustee nominated by the Demerged Company and the Resulting Company in that behalf. The trustee shall sell such shares and distribute the net sale

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

proceeds (after deduction of applicable taxes and other expenses incurred) to the shareholders respectively entitled to the same in proportion to their fractional entitlements;

13.4 The equity shares to be issued and allotted by the Resulting Company in terms of this Scheme shall be subject to the provisions of Memorandum and Articles of Association of the Resulting Company and shall rank pari-passu for dividend, voting rights and for all other benefits and in all other respects;
13.5 The issue and allotment of equity shares, pursuant to clause 13.1 above is an integral part of this Scheme. The approval of this Scheme by the members of the Resulting Company shall be deemed to be due compliance with section 42, 62(1)(c) of the Act and other applicable provisions of the Act; and
13.6 The Resulting Company shall apply for listing of its equity shares including those issued in terms of clause 13.1 on Stock Exchanges immediately after receipt of the order of Tribunal as per applicable provisions of SEBI Circulars. The Resulting Company shall ensure that steps for listing of shares issued in terms of clause 13.1 of this Scheme are completed and trading in such shares commences within sixty days of receipt of the order of the Tribunal, simultaneously on all the Stock Exchanges.
13.7 The equity shares allotted pursuant to the Scheme shall remain frozen in the depository system till listing/ trading permission is given by the designated stock exchange.
13.8 There shall be no change in the shareholding pattern of the Resulting Company between the Record Date and the listing which may affect the status of the approval of the Stock Exchanges.

14. REDUCTION OF SHARE CAPITAL OF RESULTING COMPANY

14.1 Simultaneous with the issue and allotment of new shares by the Resulting Company to the shareholders of the Demerged Company, in accordance with Clause 13 of the Scheme, in books of the Resulting Company, all the equity shares issued by Resulting Company to the Demerged Company and its nominee and held by them shall stand cancelled, extinguished and annulled, without any further act, instrument or deed. Such cancellation of share capital of the Resulting Company shall be effected as a part of the Scheme itself and not in accordance with Section 66 of the Act. The order of NCLT sanctioning the Scheme shall be deemed to be an order under Section 66 of the Act confirming the reduction and no separate sanction under Section 66 of the Act shall be necessary.

15. INCREASE OF AUTHORIZED SHARE CAPITAL OF THE RESULTING COMPANY

15.1 Upon this Scheme becoming effective and before issuance of shares in terms of clause 13 of this Scheme, the Resulting Company shall increase its authorized Equity share capital so as to be sufficient to issue equity shares to the shareholders of the Demerged Company. The existing authorized share capital of the Resulting Company is Rs. 2,00,00,000/- divided into 20,00,000 equity shares of Rs. 10/- each. The Resulting Company shall issue 1,09,46,604 equity shares of Rs. 10/- amounting to Rs. 10,94,66,040 in terms of clause 13.1 of this Scheme. Therefore, pursuant to clause 13.1 and 14 of this Scheme, the authorized share capital of the Resulting Company shall be increased by an amount of Rs. 10,00,00,000. Accordingly, Clause V of the memorandum of association of the Resulting Company shall stand modified.
15.2 It is hereby clarified that the Resulting Company shall pay the prescribed fee to the ROC on increase in its authorized share capital as stated in clause 15.1 of this Scheme. It is further clarified that the consent of the Board of Directors and shareholders of the Resulting Company to the Scheme shall be sufficient for purposes of effecting amendment in the Memorandum of Association and Articles of Association of the Company and no resolution to be separately passed. However, the Resulting Company shall file the relevant e-forms with the ROC and amended copy of its memorandum of association and articles of association within a period of 30 days from the Effective Date and the ROC shall take the same on record.

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

16. ACCOUNTING TREATMENT

16.1 Accounting treatment in the books of the Demerged Company:

Pursuant to the Scheme coming into effect, with effect from Appointed Date of 1st April 2019, the Demerged Company shall account for the Demerger, in its books of account in accordance with the applicable accounting standards prescribed under section 133 of the Act and generally accepted accounting principles adopted in India in the following manner:

(a) The Demerged Company shall transfer all assets and liabilities pertaining to the Demerged Undertaking as on the Appointed Date at the book values appearing in its books of account immediately before the Appointed Date and correspondingly reduce from its book of account, the book values appearing on such date in accordance with the provisions of section 2(19AA) of the IT Act.
(b) Inter-company balances, if any, between Demerged Company and Resulting Company pertaining to the Demerged Undertaking shall stand cancelled.
(c) Upon the scheme being effective, the investment of the Demerged Company in the Resulting Company shall stand cancelled.
(d) Any surplus or deficit arising in the books of the Demerged Company after giving effect to the provisions of sub-clause (a) of this clause above, shall be adjusted against the reserve, appearing on Appointed Date in the books of the Demerged Company, as may be decided by the Board of Directors of Demerged Company.
(e) Notwithstanding the above, the Board of Directors of the Demerged Company is authorized to account for any of these transactions/ balances in any manner whatsoever, as may be deemed fit, in accordance with applicable Indian Accounting Standard notified under The Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and generally accepted accounting principles adopted in India.

16.2 Accounting treatment in the books of the Resulting Company:

On effectiveness of the Scheme and with effect from the Appointed Date, since the Demerger involves entities which are ultimately owned by the same shareholders before and after the Demerger, the Resulting Company shall account for Demerger of the Demerged Undertaking in its books of accounts in accordance with applicable Indian Accounting Standards notified under The Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and generally accepted accounting principles adopted in India in the following manner:

(a) The Resulting Company shall recognise and measure all the identifiable assets and assumed liabilities, pertaining to the Demerged Undertaking transferred to and vested in the Resulting Company at the book value as appearing in the books of Demerged Company relating to Demerged Undertaking as on Appointed Date and in accordance with applicable Indian Accounting Standard notified under The Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and generally accepted accounting principles adopted in India.
(b) Upon issue and allotment of shares by the Resulting Company to the shareholders of the Demerged Company in consideration to the Demerger, the existing equity shares of the Resulting Company as held by the Demerged Company and by its nominee shall stand cancelled. Resulting Company shall credit its Share Capital Account with the aggregate face value of the new equity shares issued by the Resulting Company to the members of Demerged Company pursuant to Clause 13.1 of this Scheme. In respect of cancellation of shares held by Demerged Company, Resulting Company shall debit to its Equity Share Capital Account, the aggregate face value of existing equity shares held by Demerged Company in Resulting Company with a corresponding credit to the Capital Reserve of the Resulting Company.

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

(c) Any surplus/excess in the value of net assets of the Demerged Undertaking as transferred to the Resulting Company over the face value of the equity shares allotted by the Resulting Company shall be adjusted in accordance with applicable Indian Accounting Standards notified under The Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and generally accepted accounting principles adopted in India.
(d) Notwithstanding the above accounting treatment, the Board of Directors of the Resulting Company is authorized to account for any of these transactions/ balances in any manner whatsoever, as may be deemed fit, in accordance with applicable Indian Accounting Standards notified under The Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and generally accepted accounting principles adopted in India.

17. REMAINING UNDERTAKING OF THE DEMERGED COMPANY

17.1 The Remaining Undertaking and all the assets, liabilities and obligations pertaining thereto shall continue to belong to and be vested in and be managed by the Demerged Company.
17.2 All legal, taxation or other proceedings whether civil or criminal (including before any Governmental and Registration Authorities) by or against the Demerged Company pertaining to the Remaining Undertaking under any statute, whether pending on the Appointed Date or which may be instituted at any time thereafter shall be continued and enforced by or against the Demerged Company after the Effective Date. The Resulting Company shall not in any event be responsible or liable in relation to any such legal, taxation or other proceeding against the Demerged Company and relates to the Remaining Undertaking.
17.3 If proceedings are taken against the Resulting Company in respect of the matters referred above, it shall defend the same in accordance with the advice of the Demerged Company and at the cost of the Demerged Company and the latter shall reimburse and indemnify the Resulting Company against all liabilities, damages and obligations incurred/borne by the Resulting Company in respect thereof.
17.4 With effect from the Appointed Date and up to and including the Effective Date:
a) the Demerged Company shall carry on and shall be deemed to have been carrying on all business and activities relating to the Remaining Undertaking for and on its own behalf;
b) all profits accruing to the Demerged Company thereon or losses arising or incurred by it (including the effect of taxes, if any, thereon) relating to the Remaining Undertaking shall, for all purposes, be treated as the profits or losses, as the case may be, of the respective Demerged Company;
c) all taxes, duties, cess, if any, paid/payable by the Demerged Company pertaining to its Remaining Undertaking including all or any refunds/credit/claim, if any, shall be treated as a liability or refunds/ credit/claim, as the case may be, of the Demerged Company; and
d) all assets and properties acquired by the Demerged Company in relation to the Remaining Undertaking on and after the Appointed Date shall belong to and continue to remain vested in the Demerged Company. It is expressly clarified that the Board of the Demerged Company on or after the Appointed Date is free to dispose (transfer, sale or extinguish) any of their assets forming part of the Remaining Undertaking to any other person.

18. COMPLIANCES

18.1 The Demerged Company and Resulting Company will file necessary intimations with the RBI through authorized dealer bank under the provisions of FEMA Regulations for transfer and vesting of overseas investments of the Demerged Undertaking belonging to the Demerged Company into Resulting Company in accordance with the provisions of the Scheme.
18.2 The approval to this Scheme under sections 230 to 232 and other applicable provisions of the Act, by the

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

shareholders and/or creditors of the Demerged Company pertaining to the Demerged Undertaking and Resulting Company shall be deemed to have the approval of the shareholders and/or creditors, as the case may be, under the applicable provisions of the Act, including but not limited to sections 4, 13, 14, 61, 64 and 66 of the Act and no separate procedure is required to be carried out.

19. DIVIDEND

19.1 With effect from Appointed Date and up to and including Effective Date, Companies shall be entitled to declare and pay dividends, whether interim or final, to their respective shareholders in respect of the accounting period(s) prior to Effective Date.
19.2 Until this Scheme becomes effective, shareholders of respective Companies shall continue to enjoy their existing rights under respective articles of association of such Companies including their right to receive dividend.
19.3 It is however clarified that the aforesaid provision in respect of declaration of dividend is an enabling provision only and shall not be deemed to confer any right on any shareholder of Companies to demand or claim any dividend which, subject to the provisions of the Act, shall be entirely at the discretion of the respective Board of Companies and subject, wherever necessary, to the approval of the shareholders of Companies, respectively.

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

PART III

20. MODIFICATION OR AMENDMENT TO THE SCHEME

20.1 Subject to approval by the Tribunal, Board of both the Companies may assent to any modifications / amendments including withdrawal/ termination of the Scheme or to any other conditions or limitations that the Tribunal or any Governmental and Registration Authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by their respective Boards. Each of Companies shall authorize their respective Boards to take all such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whether by reason of any directive or order of the Tribunal or any Governmental and Registration Authority of any other competent authority or otherwise howsoever arising out of or by virtue of the Scheme and/or to give effect to and to implement the Scheme, in part or in whole, and/or any matter concerned or connected therewith.
20.2 Further, it is clarified that the initial consent of the shareholders and creditors (both secured and unsecured) of Companies to this Scheme shall in itself be deemed to be sufficient to authorize the operation of Clause 20.1 of this Scheme and any subsequent alteration would not require a fresh note of consent from such shareholders and creditors.

21. REVOCATION AND WITHDRAWAL OF THIS SCHEME

21.1 Subject to order of the Tribunal, Board of Companies shall be entitled to revoke, cancel, withdraw and declare this Scheme to be of no effect at any stage including, if: (i) this Scheme is not being sanctioned by the Tribunal; (ii) if any of the consents, approvals, permissions, resolutions, agreements, sanctions and conditions required for giving effect to this Scheme are not obtained or for any other reason as Board of Companies may deem fit; (iii) in case any condition or alteration imposed by the Tribunal, Governmental and Registration Authority, shareholders and creditors of the Companies is not acceptable to the Board of the Companies; and (iv) Board of any of Companies are of view that upon coming into effect of this Scheme, in terms of the provisions of this Scheme or filing of the order with any Governmental and Registration Authority can have adverse implication on all or any of the Companies. On revocation, withdrawal, or cancellation, this Scheme shall stand revoked, withdrawn or cancelled, as the case may be, and be of no effect and in that event, no rights and liabilities whatsoever shall accrue to or be incurred inter-se between the Companies or their respective shareholders or creditors or employees or any other person, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any right, liability or obligation which has arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out in accordance with Applicable Laws and in such case, each party shall bear its own costs unless otherwise mutually agreed.
21.2 If any part of this Scheme is held invalid or is ruled illegal by the Tribunal or becomes unenforceable for any reason, whatsoever, whether under present or future laws, then it is the intention of the Companies that such part, in the opinion of the Board of any of the Companies, shall be severable from the remainder of this Scheme and the remaining part of this Scheme shall not be affected thereby, unless the deletion of such part, in opinion of Board of either of the Companies, shall cause this Scheme to become materially adverse to either of the Companies in which case the Companies shall attempt to bring about a modification in this Scheme, which will best preserve the benefits and obligations of this Scheme for the Companies, including but not limited to such part.

22. MISCELLANEOUS

22.1 In case any doubt or difference or issue arises between the Companies or any of their shareholders, creditors, employees or persons entitled to or claiming any right to any shares in any of the Companies, as to the construction of this Scheme or as to any account, valuation or apportionment to be taken or made in connection herewith or as to any other aspects contained in or relating to or arising out of this Scheme, the same shall be amicably settled among the Board of the respective Companies, and the decision arrived at therein shall be final and binding on all concerned parties.

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

23. COST, CHARGES AND EXPENSES

23.1 All costs, charges, taxes including duties, levies and all other expenses, if any arising out of or incurred in carrying out and implementing this Scheme and matters incidental thereto shall be borne by the Demerged Company.

For Jindal Poly Films Limited

For Jindal Photo Imaging Limited

Sd/-

[ Sanjeev Kumar] ( Company Secretary)

Sd/[Sagato Mukerji] (Director)

Schedule-I

Table depicting details of assets and liabilities of the Demerged Undertaking of Demerged Company to be transferred based on the financial statements available as per last quarterly reporting period as at 30th September 2018:

Particulars	Amount (Rs. in Lakhs)
Assets
Non-Current Assets	1,150.19
Current Assets	10,169.92
Total	11,320.11
Equity
Other Equity	10,081.59
Liabilities
Non Current Liabilities	796.20
Current Liabilities	442.32
Total	11,320.11

Legal Consultants of the Scheme:

Vaish Associates, Advocates, 11th Floor, Mohan Dev Building, 13, Tolstoy Marg, New Delhi-110001

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Annexure C

GSTIN: 07AAICS6488H1ZS CIN: U65923DL2001PLC113191

3DIMENSION CAPITAL SERVICES LIMITED

SEBI Registered (Category - I) Merchant Banker SEBI Registration No. INM000012528

OUR PATH YOUR SUCCESS--------------------

FAIRNESS OPINION

SCHEME OF ARRANGEMENT FOR DEMERGER

AMONGST

JINDAL POLY FILMS LIMITED AND

JINDAL PHOTO IMAGING LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

(UNDER SECTION 230 TO 232 OF THE COMPANIES ACT, 2013}

Prepared By: 3DIMENSION CAPITAL SERVICES LIMITED (SEBI RECOGNISED CATEGORY-I MERCHANT BANKING COMPANY} SEBI REGN NO: INM000012528

NOVEMBER 12, 2018

The information contained herein is of a confidential nature and is intended �r t el exclusive use of the persons for whom it was prepared. � � '�q;--· r ��

Page 1 of 11

H-38, LGF, Jangpura Extension, New Delhi -110014 Tel.: +91-11-40196737, E-mail: [email protected], Website: www.3dcsl.com

92 GSTIN: 07AAICS6488H1ZS CIN: U65923DL2001PLC113191

3DIMENSION CAPITAL SERVICES LIMITED

SEBI Registered (Category I) Merchant Banker SEBI Registration No. INM000012528

November 12, 2018 OURPATHYOURSUCCESS---------------------

Ref No: 3DCSL/FO-JPFL&JPIL/2018-19/41

To,

The Board of Directors

Jindal Poly Films Limited

And

Jindal Photo Imaging Limited

Subject: Opinion on Fairness of Valuation/ Share Entitlement Report in the proposed Scheme of Arrangement for Demerger of Photo Films Business (Demerged Undertaking) of Jindal Poly Films Limited (Demerged Company) into Jindal Photo Imaging Limited (Resulting Company).

Dear Sir,

We refer to the request made by the management of Jindal Poly Films Limited (hereinafter referred to as "JPL" or "Demerged Company") for the purpose of arriving at an opinion on the Advisory Report on share entitlement ratio dated November 12, 2018, issued by S.S Kothari Mehta & Co., Chartered Accountants (hereinafter referred to as "Valuer") in respect of the proposed 'Demerger of Photo Films Business' (Demerged Undertaking) of Jindal Poly Films Limited (Demerged Company) into Jindal Photo Imaging Limited (Resulting Company) w.e.f. appointed date i.e. April 01, 2019 pursuant to a scheme of Arrangement for Demerger to be sanctioned by the Hon'ble High National Company Law Tribunal (NCLT) of relevant jurisdiction under Section 230 read with Section 232 of the Companies Act, 2013.

In terms of our assigned engagement, we are enclosing our opinion along with this letter. Please note that this is just an opinion on the captioned subject on the basis of the documents submitted to us and does not constitute our independent valuation analysis. All comments as contained herein must be read in conjunction with the disclaimer to this opinion.

The opinion is confidential and has been prepared exclusively for the management of the "Demerged Company" and "Resulting Company". It should not be used, reproduced or circulated to any other person, in whole or in part, without the prior consent of 3Dimension Capital Services Limited, such consent will only be given after full consideration of the circumstance at the time. We are however aware' tJat the cone� sion I I " t "'' ,%, Page 2 of 11 j

H-38, LGF, Jangpura Extension, New Delhi -110014 Tel.: +91-11-40196737, E-mail: [email protected], Website: www.3dcsl.com

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in this report may be used for the purpose of certain statutory disclosure and we provide consent for the same.

In case of any further clarifications, you may contact the undersigned for any further assistance.

Yours Faithfully

For 3Dimension Capital Services Limited

(SEBI REGN NO: INM000012528} �"t\ (PRAPTI ABBEY} SENIOR MANAGER CUM COMPANILANCE OFFICER � r oJW

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INDEX

Sr. No.	SECTION PARTICULARS	PAGE NO.
1.	CONTEXT AND BACKGROUND	05
2.	BRIEF ABOUT THE COMPANIES	05
3.	KEY FACTS & CERTAIN EXTRACTS OF THE SCHEME	06
4.	VALUE ANALYSIS	07
5.	BASIS OF FORMING OPINION	08
6.	CONCLUSION AND OPINION	09
7.	DISCLAIMER	10

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1. CONTEXT AND BACKGROUND

We understand that M/s Jindal Poly Films Limited (Demerged Company) bearing CIN No. L17111UP1974PLC003979 is a listed Company, having its equity shares listed at BSE Limited and National Stock Exchange Limited. Now pursuant to a Scheme of Arrangement to demerge an undertaking i.e. Photo Films Business of Jindal Poly Films Limited (Demerged Undertaking) is proposed to be Demerged into Jindal Photo Imaging Limited (Resulting Company) pursuant to Section 230 read with Section 232 of the Companies Act, 2013.
The Advisory Report on Share Entitlement Ratio for the proposed "Scheme of Arrangement" for demerger has been determined by 5.5 Kothari Mehta & Co., Chartered Accountants vide their Report dated November 12, 2018.
In accordance with SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "listing regulations") red with SEBI circular No. CFD/Dll3/CIR/2017 /21 dated March 10, 2017 (circular') the Listed Company shall submit the "Fairness Opinion" obtained by a Merchant Banker on the Valuation of assets/ shares done by the Valuer for the listed entity and unlisted company.
With reference to the above, we, 3Dimension Capital Services Limited, a SEBI registered Category-I Merchant Banker, have been appointed by the Demerged Company, to provide the "Fairness Opinion" on the same.

2. Brief About Companies

Jindal Poly Films Limited bearing ('Demerged Company') is a public limited listed company duly incorporated under provisions of the Companies Act, 1956 (hereinafter referred to as "1956 Act") on September 9, 1974, bearing corporate identity number L17111UP1974PLC003979 and having its registered office situated in the State of Uttar Pradesh at Bulandshahr. Demerged Company is primarily engaged in the following businesses:
i. invested in JPF Netherland BV, Amsterdam for carrying on business in overseas, mutual funds units and other money market instruments (i.e. the "Photo Films Business" or "Demerged Undertaking"); and manufacturing of photographic and medical films. Demerged Company has also

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ii. manufacturing of BOPET Films and BOPP films (plain, metalized and coated) which are mainly used in flexible packaging industry and is a leading supplier of such films to leading global brand owners in food, beverages and confectionery.
Jindal Photo Imaging Limited (hereinafter referred to as the "Resulting Company")is a public limited unlisted company duly incorporated under provisions of the 1956 Act on November 12, 2011 bearing corporate identity number U22222UP2011PLC103611and having its registered office situated in the state of Uttar Pradesh at Bulandshahr. The Resulting Company was set-up for carrying on the business of manufacturing, selling, distributing, converting and producing, medical equipment's, x-ray films and devices computed radiography, cassettes, printers etc. The business activities of Resulting Company compliments the business activities of Demerged Undertaking.The ResultingCompany are a wholly owned subsidiary company of the Demerged Company.

3. Key Facts & Key Extracts of the Scheme

The Demerged Company has two business segments namely, Packaging Films Business and Photo Films Business. The Resulting Company is a wholly owned subsidiary Company of the Demerged Company, is also carrying on business which is similar to the Photo Films Business of the Demerged Company. In order to manage both the business segments of the Demerged Company efficiently and effectively, the management of the Demerged Company has considered it necessary to demerge the Photo Films Business of the Demerged Company, as a going-concern, Into the Resulting Company.
The demerger of Photo Films Business or the Demerged Undertaking of the Demerged Company into the Resulting Company will enable both companies to focus on their respective businesses, efficient management and control and to exploit business opportunitiesmore efficiently and effectively.
The dynamic and diversified nature of the industry in which the Company operates and external factors including performance of financial markets. Exchange or interest rate fluctuations, business environment and government policies etc. have varied effects on the growth prospects of different verticals of Page6of11 V

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the Company. Thus, the Demerged Company would be able to revise its business plans and priorities from time to time thereby, ensuring speedy and profitable growth of the Company and enhance shareholder's wealth.

4. Value Analysis

To determine the share entitlement to the shareholders of "JPFL" the Valuer has specifically relied upon the following documents:

Audited financial statements of JPFL for FY 2015-16, FY 2016-17 and FY 2017-18;
Audited financial statements of JPIL for FY 2015-16, FY 2016-17 and FY 2017-18;
Management Certified assets and liabilities of Residual JPFL;
Management certified assets and liabiliti.es of the Photo Division;
Capital structure of the Group as on the date of this report;
Other facts and data considered necessary to determine the fairness of the share entitlement ratio;
Other information given to the Valuer by the Company from time to time.

VALUER APPROACH TO VALUATION

As per the Advisory Report on Share Entitlement Ratio, the management has proposed that every shareholder holding four shares in JPFL will receive one share in the Resulting · Company. The value of each share held by a shareholder in JPFL pre-demerger will be reflected by the combined value of the shares in JPFL (post demerger) and Resulting Company JPIL. The current paid-up equity share capital of the Resulting Company of INR 5 lakhs only shall be cancelled, and the Resulting company shall have a paid-up equity share capital (face value of INR 10/-) of INR 1,094.60 lakhs post demerger. The shareholding pattern in the Resulting Company will thus be same as the shareholding pattern of JPFL; this means that the economic interests of the shareholders of JPFL will remain unchanged and the shareholders will have the same degree of control on both the companies, as they had before demerger in JPFL; so is the case regarding value on an aggregate basis.

Consequent to this demerger, the economic beneficial interest of the shareholders of JPFL shall remain the same. Also there shall be no change in the shareholding pattern of

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Demerged Company and the Resulting Company. Hence, this is a value neutral demerger. Thereby the valuation is not required.

5. Basis of Forming Opinion

5.1. Documents and Information Considered:-

For the purpose of providing our opinion, we have reviewed:-

a) Certain publically available business and financial information relating to JPFL, including Annual Report for the financial year ended March 31, 2018, 2017 and 2016.
b) Copy of Audited Financials for the year ended March 31, 2018, 2017 and 2016 of JPIL.
c) Copy of proposed scheme of Arrangement/demerger to be approved by the Board of Directors of the respective companies. (certified true copy of JPFL)
d) Certified true copy of the Advisory Report on Share Entitlement Ratio by M/s S.S. Kothari Mehta and Co, Chartered Accountants, dated November 12, 2018 on the valuation of the proposed scheme.
e) Performed such other financial reviews and analyses as 3DCSL, in its absolute discretion, deemed appropriate.

5.2. Assumptions and Limiting Conditions:-

3DCSL has been engaged to provide standard services for the issuance of the Fairness Opinion and therefore have not performed any due diligence or audit of the information provided to us, nor have we made any independent valuation or appraisal of the assets or liabilities.

3DCSL has assumed and relied upon the truth, accuracy and competness of the information, data and financial terms provided to us or used by us, and has assumed that the same are not misleading and does not assume or accept any liability or

responsibility for any independent verification or checking of such information or any

# \o?

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independent valuation or appraisal of any of the assets, operations or laibilities of JPFL and JPIL.

In preparing this opinion, 3DCSL has received specific confirmation from the management of JPFL and JPIL that all the information the Company has provided to 3DCSL in relation to the engagement of 3DCSL is correct and complete and no information has been withheld that could have influenced the purport of this fairness opinion.

This opinion exclusively focuses on the fairness, from a valuation point of view, of the shares/ assets done by the valuer and does not address any other issues such as the underlying business decisions to recommend the transaction or its commercial merits which are matters solely for the Board of Directors of JPFL and JPIL to address and further to be confirmed by the shareholders of all the Companies, as may be required.

3DCSL formation of fairness opinion is based on information supplied by JPFL and JPIL, representations and confirmations of its management on various issues and we have relied upon them as such without any independent verification and as such we do not hold ourselves liable if our opinion becomes flawed as a result of any shortcomings in such information, representations and confirmations given by JPFL and JPIL.

In rendering this opinion, 3DCSL has not provided legal, regulatory, tax, accounting or actuarial advice and accordingly 3DCSL does not assume any responsibility or liability in respect thereof. Furthermore 3DCSL has assumed that the proposed transaction will be consummated on the terms and conditions as set out in the proposed scheme of Arrangement, without any material changes to, or waiver of, its terms and conditions.

6. Conclusion and Opinion

Pursuant to demerger, the shares held by JPFL in JPIL shall stand cancelled. Further, as a condition for demerger, JPIL shall issue its shares as consideration to the shareholders of JPFL in the share entitlement ratio mentioned as below.

The share entitlement ratio as proposed by the management of JPFL (demerged Company) as follows "Equity shareholders of JPFL (holding one equity share of INR 10 each fully paid up) will receive 1 one equity share of JPIL (INR 10 each fully paidup) for every 4 (four) equity shares (INR 10 each fully paid-up) held in JPFL .. Considering there

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is no change in the shareholding pattern of JPIL and the effective control remains with the shareholders of JPFL, we recommend that the Ratio stated above is fair and equitable for all the stakeholders of the companies involved in the Scheme of Demerger on all parameters specified in this report.

Furthermore, based upon and subject to the foregoing, we are of the opinion on the date hereof, that the valuation done by the Valuer for the proposed scheme of arrangement is fair.

7. Disclaimer

We wish to emphasize that, we have relied on explanations and information both verbal and written provided by the respective key managements, valuer and other public available information while verifying the valuation carried for determination of shares entitled. Although, we have reviewed such data for consistency and reasonableness, we have not independently investigated or otherwise verified the data provided.
We have not made an appraisal or independent valuation of any of the assets or liabilities of the companies and neither have conducted an audit or due diligence.
The scope of our work has been limited both in terms of the areas of the business and operations which we have reviewed and the extent to which we have reviewed them. There may be matters, other than those noted in this Report, which might be relevant in the context of the transaction and which a wider scope might uncover.
We have no present or planned future interest in JPFL and JPIL and the fee payable for this opinion is not contingent upon the opinion reported herein.
Our fairness opinion should not be constructed as investment advice, specifically, we do not express any opinion on the suitability or otherwise of entering into the proposed transaction.
The opinion contained herein is not intended to represent at any time other than the date that is specifically stated in this report. This opinion is issued on the understanding that the Management/ Valuer or JPFL or JPIL has drawn our attention to all matters of which they are aware, which, which

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impact on our opinion upto the date of valuation. We have no responsibility to update this report for events and circumstances occurring after this valuation date.

This fairness opinion of ours a Cat-1 Merchant Baker is subject to this disclaimer as well as the Caveats of the "Valuer" mentioned in its share entitlement report dated November 12, 2018 for valuation based on the March 31, 2018.
This fairness opinion provided by us should not be constructed as a legal opinion on the petition to be filed u/s 230-232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013.
Our report is not, nor should it be constructed as our opining or certifying the compliance of the proposed Scheme of Arrangement for Demerger with the provisions of any law including companies, taxation, and capital market related laws or as regards any legal implications or issues arising from such proposed Demerger.

For 3Dimension Capital Services �imited (SEBI REGN NO: INM000012528)

i� (PRAPTI ABBEY) Senior Manager cum Compliance Officer

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Annexure D
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Ref: NSE/LIST/19332

March 11, 2019

The Company Secretary Jindal Poly Films Limited Plot No.-12, Sector-B-1, Local Shopping Complex, Vasant Kunj, New Delhi-110070

Kind Attn: Mr. Sanjeev Kumar

Dear Sir,

Sub.: Observation Letter for Scheme of Arrangement between Jindal Poly Films Limited and Jindal Photo Imaging Limited and their respective shareholders and creditors

We are in receipt of Scheme of Arrangement between Jindal Poly Films Limited (Demerged Company) and Jindal Photo Imaging Limited (Resulting Company) and their respective shareholders and creditors vide application dated November 29, 2018.

Based on our letter reference no Ref: NSE/LIST/70688 submitted to SEBI and pursuant to SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 (‘Circular’), SEBI vide letter dated March 08, 2019, has given following comments:

a. The Company shall ensure that additional information, if any, submitted by the Company, after filing the Scheme with the Stock Exchange, and from the date of the receipt of this letter is displayed on the website of the listed company.
b. The Company shall duly comply with various provisions of the Circular.
c. The Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the observations to the notice of NCLT.
d. It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/observations/ representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/ representations.

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Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the Scheme, it shall disclose information about unlisted companies involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

Based on the draft scheme and other documents submitted by the Company, including undertaking - given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No objection” in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines / Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from March 11, 2019, within which the scheme shall be submitted to NCLT.

Yours faithfully,

For National Stock Exchange of India Limited

Rajendra Bhosale Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL http://www.nseindia.com/corporates/content/further_issues.htm

Annexure E 106

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Annexure F

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Annexure H

B. K. SHROFF & CO. Chartered Accountants ..

3/7-8, Asaf Ali Road, 1st Floor, Flat No. 4, New Delhi - 110002 .

Pho�es: 23271407,23284825,23284826 Telefax : 23270362 [email protected] , .. , E-mail : [email protected]

Independent Auditors' Re\port To . J The Members of Jindal Photo Imaging Limited

1. Report on the Standalone Financial Statements

We have audited the accompanying financial statements of Jindal Photo Imaging Limited("the Company") which comprise the Balance Sheet as at 31[st ] March,2018, the Statement of Profit and Loss (including other comprehensive income), Cash Flow Statement and the statemensummary of significant accoui,ting policies and other explanatory information. _t of changes in equity for the year then ended and a

2. Management's responsibility f'or the Financial Statements

The Company's Board of Dir_-ectors is responsible for the matters stated in section 134(5) of the Companies Ac,:t, 2013 ("the Act") with respect to the preparation of these standalone Ind AS finc�ncial statements that give a true and fair view of the financial position, financial performance and cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended)under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding. of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstateme1nt, whether due to fraud or error.

3. Auditor's responsibility

Our responsibility is to express an opinion on these standalone Ind AS Financial Statements based on our audit.

We have taken into account the provisions of the Act and the rules made thereunder including the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the· Rules made thereunder.

Kolkata Address : 23-A, Netaji Subhash Road, Kolkata - 700001 □ Phones : 22300751, 223007 52 □ Fax : 223006 80

160

B. K. SHROFF & CO. Chartered Accountants

3/7-8, Asaf Ali Road, 1st Floor, Flat No. 4, New Delhi - 110002. Phones: 23271407,23284825,23284826 Telefax : 23270362 E-mail : [email protected] [email protected]

We conducted our audit of the standalone Ind AS Financial Statementsin accordance with the Standards on Auditing specified under section 143(10) of the Act. Th�se Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS Financial Statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of thestandalone Ind AS Financial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS Financial Statements.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS Financial Statementsgive the information required by the Act in the manner so required arid give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31[st ] March, 2018, and its Loss (including other comprehensive income), its cash flows and the changes in equity for the period ended on that date.

5. Report on Other Legal and Regulatory requirements

I) As required by the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure 'A' a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
II) As required by section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations·which to the best ofour knowledge and belief were necessary for the purposes of our audit.

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00680
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Kolkata Address : 23-A, Netaji Subhash Road, Kolkata - 700001 □ Phones : 22300751, 22

161

B. K. SHROFF & CO. Chartered Accountants

3/7-B, Asaf Ali Road, 1st Floor, Flat No. 4, New Delhi -110002. Phones: 23271407,23284825,23284826 Telefax : 23270362 . E-mail : [email protected] [email protected]

b) In our opinion, proper bqoks of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and statement of changes in equity dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on 31stMarch, 2018 taken on record by the Board of Directors, n·one of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".
g) With respect to the oth�r matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
The Company does not have any pending litigations which would impact its financial position
ii. The Company did not have any long-term contracts including derivative contracts or which there were any material foreseeable losses;
iii. There were no amount� which were required to be transferred to the Investor Education and Protectio� Fund by the Company.

For B K Shroff &Co. Chartered Accountants Firm Reg. o.:302166E

Place: New Delhi Date :/; o..r � 19

Kolkata Address : 23-A, Netaji Subhash Road, Kolkata - 700001 □ Phones : 22300751, 22300752 □ Fax : 22300680

162

B. K. SHROFF & CO. Chartered Accountants

3/7-8, Asaf Ali Road, 1st Floor, Flat No. 4, New Delhi - 110002. Phones: 23271407,23284825,23284826 Telefax : 23270362 E-mail : [email protected] [email protected]

Alinexure "A" to the Independent Auditors' Report Referred to in paragraph 5 (I) under the heading of "Report on Other Legal and Regulatory Requirements" section of our report of even date to the members of �indal Photo Imaging Limited on the Standalone Ind AS Financial· Statements for the year ende� 31st March 2018. . .

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The company does not have any fixed assets. Therefore, the provisions of clause (i)
of the order are not applicable to the company.
(ii) The Company does not have any inventory. Therefore, the provisions of clause (ii) of
the order are not applicable to the company.
(iii) The company has not granted any loans, secured or unsecured to companies, firms,
limited liability partnerships or other parties covered in the register maintained under
section 189 of the Companies Act, 2013 and as such clauses (iii) (a), (b) and (c) of
the order are not applicable to the company.
(iv) In our opinion and apcording to the information and explanations given to us no
loans, investments, guarantees and security covered under section 185 and 186 of
the Companies Act, 2013 has been given by the company.
(v) According to the information and explanation given to us, the company has not
accepted any deposit from the public. Therefore, the provisions of clause (v) of the
order are not applica8Ie to the company.
(vi) The Central Government has not specified maintenance of cost records under sub
section (1) of Section 148 of the Companies Act, 2013 in respect of products dealt
with by the company.
(vii) The company is regular in depositing with the appropriate authorities undisputed
(a) statutory dues including provident fund, employees state insurance, income tax,
sales tax, service tax, duty of custom, duty of excise, value added tax, cess and any
other statutory dues applicable to it. According to the information and explanations
given to us, no undisputed amounts payable in respect thereof were outstanding as
at 31st March,2018 fdr a period of more than six months from the date they became
payable
(b) According to the records of the company, there are no dues of income tax or sales
tax or service tax or duty of custom or duty of excise or value added tax which have
not been deposited on account of any dispute.
(viii) The company does npt have any loans or borrowings from any financial institution,
bank, government or dues to debenture holders. Therefore, the provisions of clause
(viii) of the order are not applicable to the company.
(i)
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Kolkata Address : 23-A, Netaji Subhash Road, Kolkata - 700001 □ Phones : 22300751, 22300752 □ Fax : 22300680

163

B. K. SHROFF & CO. Chartered Accountants

3ll-B, Asaf Ali Road, 1st Floor, Flat No. 4, New Delhi - 110002. Phones: 23271407,23284825,23284826 Telefax : 23270362 E-mail : [email protected] [email protected]

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(ix) The company did not raise any money by way of initial public offer or further public
offer (including debt instruments) and term loans during the year. Therefore, the
provisions of clause (ix) of the order are not applicable to the company.
(x) According to the information and explanations given to us, no fraud by the company
or on the company by its officers or employees has been noticed or reported during
the year.
(xi) No managerial remuneration has been paid or provided.
(xii) The company is not a nidhi company and hence provisions of clause (xii) of the
order are not applicable to the company.
(xiii) In our opinion all transactions with the related parties are in compliance with section
177 and 188 of Companies Act, 2013 where applicable and the details have been
disclosed in the financial statements etc. as required by the applicable accounting
standards.
(xiv) During the year under review the company has not made any preferential allotment
on private placement of shares or fully or partly convertible debentures.
(xv) The company has npt entered into any non cash transactions with directors or
persons connected with him.
(xvi) The Company is not required to be registered under section 45-1A of the Reserve
Bank of India Act, 19�4
For B K Shroff & Co
Chartered Accountants
Firm Reg. No.: 302166E
Partner
embership Number: 085128
Place: New Delhi
Date: (S-,_. oy� �Li
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Kolkata Address : 23-A, Netaji Subhash Road, Kolkata - 700001 □ Phones : 22300751, 22300752 □ Fax : 22300680

164

B. · K. SHROFF & CO. Chartered Accountants

3/7-B, Asaf Ali Road, 1st Floor, Flat No. 4, New Delhi - 110002. Phones: 23271407,23284825,23284826 Telefax : 23270362 E-mail : [email protected] [email protected];>m

Annexure "B" to the Independent Auditor's Report Referred to in paragraph 5(ii)(f) to the Independent Auditor's Report of even date on the Standalone Ind AS Financial Statements of Jindal Photo Imaging Limited for the year ended 31st March 2018.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Jindal Photo Imaging Limited("the Company") as of March 31, 2018 in conjunction with our audit of the Standalone Ind AS Financial Statementsof the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on "the Internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note")issued by the Institute of Chartered Accountants of India (ICAI)". These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on oµr audit. We conducted our audit in accordance with the Guidance Noteand the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evider)ce we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

165

B. - K. SHROFF & CO.

Chartered Accountants

3/7-8, Asaf Ali Road, 1st Floor, Flat No. 4, New Delhi - 110002. Phones: 23271407,23284825,23284826 Telefax : 23270362 E-mail : [email protected] [email protected]

Meaning of Internal Financial Controls Over Financial Reporting

A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial control over financial reporting includes those policies and procedures that:

a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and

c) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, br disposition of the Company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company �as, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on "the internal control over financial reporting criteria e$tablished by the Company considering the essential components of internal control stated ih the Guidance Note issued by the ICAI".

For BK Shroff & Co. Chartered Accountants Firm Reg. No.: 302166E 7 artner Membership Number: 085128

Place: New Delhi Date: JS- -os o2P &'

Kolkata Address : 23-A, Netaji Subhash Road, Kolkata - 700001 □ Phones : 22300751, 22300752 □ Fax : 22300680

166

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JINDAL PHOTO IMAGING LIMITED
CIN: U22222DN2011PLC000381
BALANCE SHEET AS AT 31ST MARCH 2018
Ru ees in Lakh
ote
Particulars
No As at 31.03.2018 As at 31.03.2017
ASSETS
Current Assets
a) Financial Assets
(i) Cash and cash equivalents 3 0.79 0.70
0.79 0.70
EQUITY AND LIABILITIES
Equity
a) Equity Share Capital 4 5.00 5.00
b) Other Equity 5 (5.37) (4.71)
Liabilities
Current Liabilities
a) Financial Liabilities
Borrowings 6 1.00
b) Other current liabilities 7 0.16 0.41
0.79 0.70
See Accompanying Notes to the Financial Statements
As per our report of even date annexed
For B.K.SHROFF & CO., For and on behalf of the Board of Directors
Chartered Accountants
Reg. No. 302166E
Sanjiv Aggarwal Sanjiv Kumar Agarwal Rathi Binod Pal
Partner Director Director
Membership No. : 085128 DIN:01623575 DIN: 00092049
Place: New Delhi
Date: s--� as- - o2ft t,r
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167

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JINDAL PHOTO IMAGING LIMITED 192
STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH 2018
(Rupees in Lakh)
For the year ended For the year ended
31st March 2018 31st March 2017
Particulars Note
I REVENUE
Revenue from Operations
Other Income
II EXPENSES
Finance Costs 9 0.24 0.28
Other Expenses 10 0.42 0.30
TOTAL EXPENSES 0.66- 0.57
Ill PROFIT/ (LOSS) BEFORE TAX (0.66) (0.57)
IV TAX EXPENSE
Current Tax - -
V PROFIT/(LOSS) AFTER TAX (0.66) (0.57)
VI OTHER COMPREHENSIVE INCOME
Items that will not be classified subsequently to profit & loss
Items that will be classified subsequently to profit & loss
VI TOTAL COMPREHENSIVE INCOME (0.66) (0.57)
VI EARNING PER SHARE
Basic 11 (1.32) (1.14)
Diluted 11 (1.32) (1.14)
see Accompanying Notes to the Financial Statements
As per our report of �ven date annexed
For and on behalf of the Board of Directors
For B.K.SHROFF & CO.,
Chartered Accountants
Reg. No. 302166E
Sanjiv Kumar Agarwal Rathi Binod Pal
SanjivA� Director Director
Partner DIN: 01623575 DIN: 00092049
Membership No. : 085128
Place: New Delhi
Date:AfSZ"-D;F-b[f
�I
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168

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JINDAL PHOTO IMAGING LIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2018
(Rupees in Lakh)
For the year ended 31st For the year ended 31st
March 2018 March 2017
Net Profit before tax (0.66) (0.57)
Adjustments:
Operating profit /(loss) before working capital changes (0.66) (0.57)
Changes in working capital :
Trade payables & other liabilities (0.25) 0.30
Cash generated from operations (0.91) (0.28)
Interest Paid 0.04
Net income tax(paid)/refunds
Net Cash flow from /(used in) operating activities(A) 0.87 0.28
Cash Flow from Investing Activities
Interest Received
Net Cash flow from/(used in) Investing Activities( B)
Cash Flow from Financing Activities
Increase in borrowings 1.00
Interest Paid (0.04)
Net Cash Flow from /(used in) Financing Activities ( C) 0.96
Net Increase /(decrease) in Cash and Cash Equivalents
(A+B+C) 0.09 (0.28)
Cash and cash equivalents at the beginning of the year 0.70 0.97
Cash and cash equivalents at the end of the year 0.79 0.70
Notes: Figures in bracket represent cash outflow.
For B.K.SHROFF & CO., For and on behalf of the Board of Directors
Chartered Accountants
Firm Reg. No: 302166E
Sanjiv Ag a
u
Partner
Membership No. Sanjiv Kumar Agarwal Rathi Binod Pal
Place: New Delhi Director Director
Date : 1 S a S- �1 DIN: 01623575 DIN: 00092049
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169

194

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STATEMENT OF CHANGES IN EQUITY
(Rupees In Lakh)
Other E ui
Equity Share Other
Particulars Retained General Total Other
Capital Comprehensive Total equity
Earnings Reserve Equity
Income
Balance as of 01.04.2016 5.00 (4.14) (4.14) 0.86
Profit/Loss for the period (0.57) (0.57) (0.57)
Other comprehensive income
Balance as of 31.03.2017 5.00 4.71 4.71 0.29
Balance as of 01.04.2017 5.00 (4.71) (4.71) 0.29
Profit/Loss for the period (0.66) (0.66) (0.66)
Other comprehensive income
Balance as of 31.03.2018, 5.00 5.37 0.37
For B.K.SHROFF & CO., For and on behalf of the Board of Directors
Chartered Accountants
Reg.No. 302166E
Sanjiv Kumar Agarwal Rathi Binod Pal
Partner Director Director
DIN:01623575 DIN:00092049
Place: New Delhi
Date: I S-- o S- � O{J} I lS'
Membership No. : 085128
5.37
'I.-. w
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170

Jindal Photo Imaging Limited Notes to the Standalone Financial Statements

1 Company Information

Jindal Photo Imaging Limited ('the Company') is a public Limited company incorporated in India and regulated by Ministery of Corporate Affairs ('MCA'). The Company was incorporated for manufacturing,trading and selling of photographic & other imaging products.

2 Summary of Significant Accounting Policies

2.1 Basis of Preparation of financial statements Compliance with Ind AS

Standalone Financial Statements have been prepared in accordance with the accounting principles generally accepted in India including Indian Accounting Standards (Ind AS) prescribed under the section 133 of the Companies Act,2013 read with rule 3 of the Companies (Indian Accounting Standards) Rules,2015 and the Companies (Accounting Standards) Amendment Rules,2016.

Basis of Preparation and Measurement

Statement of Compliance

The standalone financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the 'Ind AS') as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as amended and Companies (Indian Accounting Standards) Amendment Rules, 2016, as amended.

These standalone financial statements have been prepared on accrual and going concern basis. The accounting policies are applied consistently to all the periods presented in the financial statements.

Historical Cost Conventions and Fair Value

The financial statements have been prepared under the historical cost convention on accrual basis and the following items, which are measured on following basis on each reporting date:

Certain financial assets and liabilities that is measured at fair value.
Defined benefit liability/ (assets): present value of defined benefit obligation less fair value of plan assets. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique.

Reporting Presentation Currency

All amounts in the standalone financial statements and notes thereon have been presented in Indian Rupees (INR) (reporting and primary functional currency of the company) and rounded off to the nearest lakhs with two decimals, unless otherwise stated.

2.2 Classification of Assets and Liabilities

The Company presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset/liabilities is treated as current when it is:

Expected to be realised/settled (liabilites) or intended to be sold or consumed in normal operating cycle.
Held primarily for the purpose of trading
Expected to be realised/settled within twelve months after the reporting period, or
Cash and cash equivalents unless restricted from being exchanged or used to settle a liability for at least twelve months after the
reporting period or there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other assets/liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets/liabilities.

The operating cycle is the time between the acquisition of the assets for processing and their realisation in cash and cash equivalents.

2.3 Revenue Recognition

Revenue is recognized based on the nature of activity when consideration can be reasonable measured and there exists reasonable certainty of its recovery. Revenue is recognized on accrual basis.

2.4 Borrowing Costs

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale. Transaction cost in respect of long-term borrowings are amortised over the tenure of respective loans using effective interest method. All other borrowing costs are recognised in the statement of profit and loss in the period in which they are incurred. Investment incom(;! earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the

hnrrn\Mina rn<:t<: PliaihlP fnr r;:anit;:a/jc; tinn

Other borrowing costs are expensed in the period in

2.5 Employee Benefits

(i) Short Term Employee Benefits

171

All employee benefits payable within twelve months of rendering the service are classified as short term employee benefits. Benefits such as salaries, wages etc. and the expected cost of bonus, exgratia, incentives are recognized in the period during which the employee renders the related service.

(ii) Post-Employment Benefits (a) Defined Contribution Plans State Government Provident Fund Scheme is a defined contribution plan. The contribution paid/payable under the scheme is recognized in the profit & loss account during the period during which the employee renders the related service.

(b) Defined Benefit Plans

The employee Gratuity Fund Scheme managed by a trust is a defined benefit plan. The present value of obligation under such defined benefit plan is determined based on actuarial valuation under the projected unit credit method which recognizes each period of service as giving rise to additional unit of employe�s benefits entitlement and measures each unit separately to build up the final obligation. The obligation is measured at the present value of future· cash flows. The discount rates used for determining the present value of the obligation under defined benefit plans is based on the market yields on government securities as at balance sheet date, having maturity periods approximated to the returns of related obligations. In case of funded plans the fair value of the planned assets is reduced from the gross obligation under the defined benefit plans to recognize the obligation on net basis.

(c) The obligation for leave encashment is provided for and paid on yearly basis.
(d) Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest), is reflected in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Remeasurement recognised in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to the statement of profit and loss.

2.6 Income Taxes

The income tax expense is the tax payable on the current period's taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided using the balance sheet liability method, providing for taxable temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the balance sheet date. Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in eauitv. resoectivelv. 2.7 Provisions. Provisions are recognised when the company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

Provisions in the nature of long term are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense. 2.8 Borrowings. Borrowings are recognized initially at fair value, less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortized cost with any difference between cost and redemption value being recognized in the statement of profit or loss over the period of the borrowings using the effective interest method. 2.9 Cash and Cash Equivalents Cash and cash equivalents comprise cash at bank and in hand, short-term deposits and highly liquid investments with an original maturity of three months or less which are readily convertible in cash and subject to insignificant risk of change in value. 2.10 Earnings Per Share Earnings per share is calculated by dividing the net profit for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

2.11 Contingent Liability and Contingent Assets

172

A contingent liability is a possible obligation that arises from a past event, with the resolution of the contingency dependent on uncertain future events, or a present obligation where no outflow is probable. Major contingent liabilities are disclosed in the financial statements unless the possibility of an outflow of economic resources is remote. Contingent assets are not recognized in the financial statements but disclosed, where an inflow of economic benefit is probable.

Trade Receivables

Trade receivables are amounts due from customers for goods and services sold in the ordinary course of business. If collection is expected to be collected within a period of 12 months or less from the reporting date, they are classified as current assets otherwise as non-current assets.

Investments and other financial assets

Financial assets are initially measured on trade date at fair value, plus transaction costs. All recognised financial assets are subsequently measured in their entirety at either amortized cost or at fair value.

(a) Classification

The Investments and other financial assets has been classified as per Company's business model for managing the financial assets and the contractual terms of the cash flows.

(b) Measurement

For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. For investments in debt instruments, this will depend on the business model in which the investment is held. For investments in equity instruments, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income.

b.1 Debt Instruments

Subsequent measurement of debt instruments depends on the Company's business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Company's classifies its debt instruments:

Amortised Cost:

Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt investment that is subsequently measured at amortised cost is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is included in finance income using the effective interest rate method.

Fair value through other comprehensive income (FVOCI):

Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income (FVOCI). Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognised in profit and loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/ (losses). Interest income from these financial assets is included in other income using the effective interest rate method.

Fair value through profit or loss:

Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss is recognised in profit or loss and presented net in the statement of profit and loss within other gains/(losses) in the period in which it arises.

b.2 Equity instruments

The Company subsequently measures all equity investments at fair value. Where the Company's management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss. Dividends from such investments are recognised in profit or loss as other income when the Company's right to receive payments is established.

(c) Impairment of financial assets

The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost and FVOCI debt instruments. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For trade receivables, the company applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

(d) Derecognition of financial assets

A financial asset is derecognised only when

(e) Offsetting financial instruments

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.,v
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173

Financial assets and liabilities are offset and the net amount reported in the Financial Statements when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

(f) Income recognition Interest Income

Interest income from debt instruments is recognised using the effective interest rate method. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of a financial asset. When calculating the effective interest rate, the Company estimates the expected cash flows by considering all the contractual terms of the financial instrument but does not consider the expected credit losses.

2.14 Use of Estimates

The preparation of financial statements in conformity with Ind AS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on a periodic basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes:

2.15 Defined Benefit Plans

The provisions for defined benefit plans have been calculated by a actuarial expert. The basic assumptions are related to the mortality, discount rate and expected developments with regards to the salaries. The discount rate have been determined by reference to market yields at the end of the reporting period based on the expected duration of the obligation. The future salary increases have been estimated by using the expected inflation plus an additional mark-up based on historical experience and management expectations.

2.16 Taxes

Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits.

2.17 Provisions and liabilities

Provisions and liabilities are recognized in the period when it becomes probable that there will be a future outflow of funds resulting from past operations or events that can reasonably be estimated. The timing of recognition requires application of judgement to existing facts and circumstances which may be subject to change. The amounts are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.

2.18 Contingencies

In the normal course of business, contingent liabilities may arise from litigation and other claims against the Company. Potential liabilities that are possible but not probable of crystalising or are very difficult to quantify reliably are treated as contingent liabilities. Such liabilities are disclosed in the notes but are not recognized.

174

3 CASH & CSH EQUIVALENTS Pariculars Cash in hand Balances with Banks		IRun s in Lkhl	IRun s in Lkhl	IRun s in Lkhl
		As at 31.03.2018 As at 31.03.2017
	~~-~~ 0.79 0.70 Total 0.79 0.70	~~-~~ 0.79 0.70
EQUIT SHARE CAPITAL	No. of Shares IRuoees in Lakhl As at As at As at As at 31.03.2018 31.03.2017 31.0�.2018 31.03.2017 20,00,000 20,00,000 200.00 200.00 - . - - . - - 20 00 000 20 00 00 200.00 200.00 50,000 50,000 5.00 5.00 - - . . so 000 50,000 5.00 s.oo
Pariculars	No. of Shares		IRuoees in Lakhl
	As at 31.03.2018	As at 31.03.2017	As at 31.0�.2018	As at 31.03.2017
a) Authorized Equit Shares of Rs. 10 each At the beginning of the period Add: Additions during the period Less: Transfer At the end of the period b) Issued, Subscribed and Paid up Equity Shares of Rs. 10 each At the beginning of the period Add: Additions during the period At the end of the period	20,00,000 - - 20 00 000 50,000 -	20,00,000 . . 20 00 00 50,000 -	200.00 - -	200.00 -
			200.00	200.00
			5.00 .	5.00 .
	so 000	50,000	5.00 s.oo

Rights, Preferences and Restrictions attached to shares

The Company has one class of equity shares having par value of Rs.10 each. Each shareholder is eligible for onevote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholdersin the ensuing Annual General Meeting,except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company.

Shares held by Holding Company and its subsidiaries and associates

100% Share Holding is being held by holding company i.e Jindal Poly Films Ltd along with its six nominees

Details of Sharesinthe comoanv held bv each shareholderholdin1more than S% of shares Is as under:	Details of Sharesinthe comoanv held bv each shareholderholdin1more than S% of shares Is as under:	Details of Sharesinthe comoanv held bv each shareholderholdin1more than S% of shares Is as under:
Name of the Shareholder	As at 31.03.2018 As at 31.03.2017
	No of Shares Percentage No of Shares Percentage 50,000 100.00 50,000 100.00
Equity Shares Jindal Poly Films Limited and its 6 nominees	50,000	100.00 50,000

s OTHER EQUITY

OTHER EQUITY
Particulars	IRuoees in Lakhl As at 31.03.2018 As at 31.03.2017
Retained Earnings Total	(5.37) (4.71)
	15.371 14.711
CURRENT BORROWINGS
Pariculars	IRuoees in Lakhl
	As at 31.03.2018	As at 31.03.2017
Unsecured Loan (repayable on demand) -From Holding Company Total	1.00	-
	1.00	~~-~~

175

7 OTHER CURRENT LIABILITIES Pariculars	7 OTHER CURRENT LIABILITIES Pariculars	(Rupees in Lakhl As at 31.03.2018 As at 31.03.2017	(Rupees in Lakhl As at 31.03.2018 As at 31.03.2017
Interest Payable Other Payables CONTINGENT LIABILITIES AND COMMITMENTS NIL FINANCE COSTS Total		0.04 0.12	~~-~~ 0.41
		0.16	0.41

Pariculars		(Runees in Lakhl
		For the year ended 31st For the year ended 31st March 2018 March 2017
Interest Bank Charges Total		0.04 0.20	~~-~~ 0.28 0.28
		0.24

Pariculars Filing fees Legal & Professional Audit Fee• Total		(Rupees in Lakhl For the year ended 31st For the year ended 31st March 2018 March 2017 0.15 0.04 0.16 0.14 0.12 0.12
		For the year ended 31st March 2018
		0.15 0.16 0.12
		0.42	0.30
•Details of Audit Fee: As statutor Audit Fees forcertification work		0.12 0,12	0.12 0.12
Total
EARNING PER SHARE IEPSI
Pariculars
		For the year ended 31st March 2018	For the year ended 31st March 2017
Basic/ Dilutive Earnin1s Per Share Profit after tax as cer crofit & loss account (Rs in lakhl Weighted No. of eQuit shares Basic and diluted earninls cer share (in Rs)	(a) (bl (a/bl	(0.66) 50,000 {1.32)	(0.57) 50,000 {1.14)

12[In the opinion of the Board of Directors, current assets, loan & advances have a value on realisation at least equal to the amount at which ] they are stated unless stated otherwise

13 The Company is mainly engaged in the investments activities and do not qualify for separate reporting as required by Ind AS 108 "Operating Segments":

176

14 Disclosures as required by Accounting Standard-18 "Related Party Disclosure" issued by the Institute of Chartered Accountants of India are as follows:

List of Related Paries

a) Key Management Personnel Directors

Mr.Rathi Binod Pal Mr. Sanjiv Kumar Agarwal

b) Holdlng Company Jindal Poly Films Limited

c) Fellow Subsidiar Companies Jindal Imaging Limited Jindal Films India Ltd. JPF Netherlands BV (upto 29.12.2017) JPF Dutch BV (up to 29.12.2017) JPF USA Holding LLC (up to 29.12.2017) Jindal Films Americas LLC (up to 29.12.2017) Films Macedon LLC (up to 29.12.2017) Jindal Films Europe Virton LLC (upto 29.12.2017) Jindal Films Europe Brindisi Sri (up to 29.12.2017) Jindal Films Europe Kerkrade BV (up to 29.12.2017) Jindal Films Europe S.a.r.l (up to 29.12.2017) Jindal Films Singapore Pte. Ltd. (up to 29.12.2017) Jindal Films Shanghai Co. Limited (up to 29.12.2017) Jindal Films Europe Virton s.p.r.l (up to 29.12.2017) Jindal Films Europe Services (up to 29.12.2017) Jindal packaging Trading Dmcc (w.e.f. 09.11.2016)

Rexor SAS (up to 29.12.2017)

15 The following transaction were carried out with related parties in the ordinary course of business:

The following transaction were carried out with related paries in the ordinar course of business:	The following transaction were carried out with related paries in the ordinar course of business:	The following transaction were carried out with related paries in the ordinar course of business:	The following transaction were carried out with related paries in the ordinar course of business:	The following transaction were carried out with related paries in the ordinar course of business:	The following transaction were carried out with related paries in the ordinar course of business:
Ru ees in Lakh)
Nature of transaction	Referred to in (a) and (c) 31.03.2018 31.03.2017	Referred to in (bl above 31.03.2018 31.03.2017		Total 31.03.2018 31.03.2017
Transaction during the Year Loan and Advances received Interest expense Balances outstanding as at 31 March 2018 Equity Share Capital interest Payable Unsecured Loan		1.00 0.04 5.00 0.04 1.00	5.00	1.00 0.04 5.00 0.04 1.00	5.00

Note:- related party relationship is as identified by the company and relied upon by the auditors

16 Previous year figures have been regrouped/ rearranged wherever considered necessary.

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For B.K.SHROFF & CO., For and on behalf of the Board of Directors
Partner Saniiv Kumar Agarwal Rathi Binod Pal
Membership No. : 085128 Director Director
Date: ls- os- ob If DIN: 01623575 DIN: 00092049
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Annexure I

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231 Annexure J

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Annexure K

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Annexure L 251

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254

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256 Annexure M

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JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

Jindal Poly Films Limited

Corporate Identity Number: L17111UP1974PLC003979

Registered Office: 19[th] K.M. Hapur- Bulandshahr Road, P.O. Gulaothi, Distt. Bulandshahr (UP-203408) Corporate office: Plot No. 12, Sector B-1, Local Shopping Complex,Vasant Kunj, Delhi-110070 Tel: 011-40322100; Fax : 011-40322129; E-mail: [email protected] Website: www.jindalpoly.com

PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN : L17111UP1974PLC003979

Name of the company : Jindal Poly Films Limited Registered Office : 19[th] K.M. Hapur- Bulandshahr Road, P.O. Gulaothi, Distt. Bulandshahr, Uttar Pradesh-203408

Name of the equity shareholder: Address: No. of shares held: Folio No. /DP ID & Client ID* Joint Holder: E-mail Id:

if the shares held in dematerialized form

I / We, being the equity shareholder(s) of Jindal Poly Films Limited, hereby appoint

Name:.................................................................... E-mail Id: ............................................................................ Address:................................................................ .............................................................................. Signature: ........................................................or failing him 2. Name:.................................................................... E-mail Id: ............................................................................ Address:................................................................ .............................................................................. Signature: ........................................................or failing him 3. Name:.................................................................... E-mail Id: ............................................................................ Address:................................................................ .............................................................................. Signature: ...........................................................................

as my/our proxy to attend and vote either for or against resolution for me/us and on my/our behalf at the meeting of equity shareholders of the Demerged Company to be held on June 21, 2019 at Hotel Natraj, Delhi Road, Kala Aam, Civil Lines, Bulandshahr, Uttar Pradesh 203001 at 11:00 a.m. and at any adjournment thereof in respect of such resolutions as are indicated below:

237

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

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Resolution Particulars For Against
No.
1. RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the
Companies Act, 2013 read with Companies (Compromises, Arrangements
and Amalgamations) Rules, 2016 and other applicable provisions of the
Companies Act, 2013 and subject to the approval of the Hon’ble National
Company Law Tribunal at Allahabad (“ NCLT ”) and/or other competent
authorities, if any, the scheme of arrangement between Jindal Poly Films
Limited and Jindal Photo Imaging Limited and their respective shareholders
and creditors (hereinafter referred to as the “ Scheme ”), as circulated along
with the notice of the meeting be and is hereby approved.
RESOLVED FURTHER THAT the Board of Directors of the
Company (hereinafter referred to as “ the Board ”, which term shall include
any committee constituted by the Board), be and is hereby authorized to
make or accept such modification(s) to the Scheme as may be required by
the Hon’ble NCLT, and/or any other authority while sanctioning the Scheme,
and to resolve all doubts or difficulties that may arise for carrying out the
Scheme and to do and execute all acts, deeds, matters and things as the
Board may in its absolute discretion deems necessary or expedient for giving
effect to the Scheme.”
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Signed this ..............day of.................... 2019. Affix Re. 1 Revenue ...................................................... Stamp Signature of equity shareholders(s) ...................................................... ...................................................... ...................................................... Signature of first proxy holder Signature of second proxy holder Signature of third proxy

Notes:

The form of Proxy must be deposited at the registered office of Jindal Poly Films Limited 19[th] K.M. Hapur- Bulandshahr Road, P.O. Gulaothi, Distt. Bulandshahr, Uttar Pradesh-203408, not later than 48 (Forty Eight) hours before the scheduled time of the commencement of the said Meeting.
If you are a body corporate, as the equity shareholders, a copy of the resolution of the Board of Directors or the Governing Body authorizing such a person to act as its representative/proxy at the Meeting and certified to be a true copy by a director, the manager, the secretary or any other authorised officer of such Body Corporate should be lodged with the Demerged Company at its registered Office not later than 48 (Forty Eight) hours before the Meeting.
A person can act as a proxy on behalf of equity shareholders not exceeding 50 (fifty) and holding in aggregate not more than 10% of the total share capital of the Demerged Company carrying voting rights. A equity shareholder holding more than 10% of the total share capital of the Demerged Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or equity shareholder.
All alterations made in the form of proxy should be initialled.
Please affix appropriate revenue stamp before putting signatures.
In case of multiple proxies, the proxy later in time shall be accepted.
Proxy need not be unsecured creditor of Jindal Poly Films Limited.
No person shall be appointed as Proxy who is a minor.

238

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

Jindal Poly Films Limited

Corporate Identity Number: L17111UP1974PLC003979

ATTENDANCE SLIP

Meeting of Equity Shareholders on June 21, 2019, Friday at 11:00 a.m.

I/We hereby record my/our presence at the meeting of equity shareholders of Jindal Poly Films Limited convened pursuant to order of Hon’ble National Company Law Tribunal, Allahabad Bench dated 11:00 A.M. at Hotel Natraj, Delhi Road, Kala Aam, Civil Lines, Bulandshahr, Uttar Pradesh 203001 on June 21, 2019.

Name of the equity shareholders/ Proxy/ Authorized Representative Address of the equity shareholders/ Proxy/ Authorized Representative No. of equity shares Value of equity shares

Signature of the Equity Shareholders/Proxy/ Authorized Representative

Notes:

1. Equity Shareholders/ Proxy Holder/Authorized Representative wishing to attend the Meeting should bring the attendance slip to the Meeting and hand over at the entrance duly signed.

2. Equity Shareholders/ Proxy Holder/Authorized Representative desiring to attend the Meeting should bring his/her copy of Notice for reference at the Meeting.

239

JINDAL POLY FILMS LIMITED

CIN No. L17111UP1974PLC003979

ROUTE MAP OF THE VENUE OF THE MEETING

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JINDAL POLY FILMS LIMITED

[CIN No. L17111UP1974PLC003979] Registered Office: 19th K.M., Hapur-Bulandshahr Road, P.O. Gulaothi, Distt. Bulandshahr, Uttar Pradesh - 203 408 Tel No. 0573 2228057 Corporate Office: Plot no. 12, Sector B-1, Local Shopping Complex, Vasant Kunj, New Delhi – 110 070 Tel No. (011) 26139256-65, 40322100; Fax No (011) 40322129 Email : [email protected]; Website : www.jindalpoly.com

AI assistant

Jindal Poly Films Ltd. — Proxy Solicitation & Information Statement 2019

60548_rns_2019-06-10_e0ef52d2-289b-4557-b7c8-833efc17996a.pdf

NOTICE OF NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING OF EQUITY SHAREHOLDERS

JINDAL POLY FILMS LIMITED

NOTICE OF NATIONAL COMPANY LAW TRIBUNAL CONVENED MEETING OF EQUITY SHAREHOLDERS OF JINDAL POLY FILMS LIMITED

INDEX

CIN No. L17111UP1974PLC003979

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH AT ALLAHABAD

ORIGINAL COMPANY JURISDICTION

IN

COMPANY APPLICATION NO. 97/ALD/2019

AND

...Applicant Transferor Company/ Demerged Company

AND

...Applicant Transferee Company/ Resulting Company

NOTICE CONVENING MEETING OF THE EQUITY SHAREHOLDES OF JINDAL POLY FILMS LIMITED, THE APPLICANT TRANSFEROR COMPANY

To,

Registered Office:

NOTES:

CIN No. L17111UP1974PLC003979

II. In case of Members receiving physical copy of Notice [for Members whose email IDs are not registered with the Company/Depository Participants(s)]:

OTHER INSTRUCTIONS:

ATTENDANCE REGISTRATION PROCEDURE FOR THE NCLT CONVENED MEETING (MEETING) IS A FOLLOWS:

WEB CHECK-IN PROCEDURE IS AS FOLLOWS:

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH AT ALLAHABAD ORIGINAL COMPANY JURISDICTION

IN

COMPANY APPLICATION NO. 97/ALD/2019

Applicant Transferor Company/ Demerged Company

Applicant Transferee Company/ Resulting Company

5. Details of the Applicant Transferee Company/ Resulting Company:

(j) Nature of the business carried on by the Resulting Company:

6. The relationship between the companies who are parties to the Scheme:

7. The salient features of the Scheme are set out hereunder:

8. The rationales and benefits of the Scheme:

CIN No. L17111UP1974PLC003979

Registered Office:

SCHEME OF ARRANGEMENT BETWEEN JINDAL POLY FILMS LIMITED

AND JINDAL PHOTO IMAGING LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS (UNDER SECTION 230 TO 232 OF THE COMPANIES ACT, 2013)

INTRODUCTION

PARTS OF THIS SCHEME

PART I

1. RATIONALE FOR THE SCHEME:

2. (A) DEFINITIONS

CIN No. L17111UP1974PLC003979

2.

(B) INTERPRETATION

3. SHARE CAPITAL

PART II

4. TRANSFER AND VESTING OF ASSETS

5. TRANSFER AND VESTING OF LIABILITIES

6. LEGAL PROCEEDINGS

7. INTER COMPANY TRANSACTIONS

8. TREATMENT OF TAXES

9. TREATMENT OF EMPLOYEES

10. CONTRACTS, DEEDS, RESOLUTIONS, ETC.

11. CONDUCT OF BUSINESS TILL EFFECTIVE DATE

12. SAVING OF CONCLUDED TRANSACTIONS

13. CONSIDERATION

CIN No. L17111UP1974PLC003979

14. REDUCTION OF SHARE CAPITAL OF RESULTING COMPANY

15. INCREASE OF AUTHORIZED SHARE CAPITAL OF THE RESULTING COMPANY

16. ACCOUNTING TREATMENT

16.1 Accounting treatment in the books of the Demerged Company:

16.2 Accounting treatment in the books of the Resulting Company:

17. REMAINING UNDERTAKING OF THE DEMERGED COMPANY

18. COMPLIANCES

19. DIVIDEND

PART III

20. MODIFICATION OR AMENDMENT TO THE SCHEME

21. REVOCATION AND WITHDRAWAL OF THIS SCHEME

22. MISCELLANEOUS

23. COST, CHARGES AND EXPENSES

For Jindal Poly Films Limited

Schedule-I

Legal Consultants of the Scheme:

Annexure C

3DIMENSION CAPITAL SERVICES LIMITED

Jindal Poly Films Ltd. Proxy Solicitation & Information Statement 2019