· page 1 of 99. corporate identity no. (cin): l74110gj2000plc037472 . registered office: kushal...

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Corporate Identity No. (CIN): L74110GJ2000PLC037472

Registered Office: KUSHAL HOUSE, Plot No 115, Off C.G. Road, Navrangpura Ahmedabad GJ -380009 Tel. No.:+91-79-26408027, Email: [email protected]; Website: www.kushallimited.com

NOTICE OF MEETING OF THE SECURED CREDITORS OF KUSHAL LIMITED CONVENED PURSUANT

TO THE ORDER DATED SEPTEMBER 20, 2018 OF THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

NOTICE TO SECURED CREDITORS

Day Tuesday Date October 30, 2018 Time 11.30 A.M. Venue Ahmedabad Management Association, ATIRA Campus, Dr Vikram Sarabhai Marg,

University Area, Ahmedabad, Gujarat-380015

INDEX S.no Contents Page No

1 Notice of Meeting of the Secured Creditors of Kushal Limited convened Pursuant to Order of the Hon'ble National Company Law Tribunal, Ahmedabad Bench

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2 Explanatory Statement under Sections 230, 232 and Section 102 and other applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

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3 Annexure A Copy of Scheme of Amalgamation of Kushal Infrastructure Private Limited (“Transferor Company 1”), Ashapura Paper Mills Private Limited (“Transferor Company 2”), Kushal Wealth Creators Private Limited (“Transferor Company 3”), Riddhi Siddhi Recyclers Private Limited (“Transferor Company 4”) with Kushal Limited (“Transferee Company”) and their respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules made there under (“Scheme”).

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4 Annexure B Joint Valuation Report dated April 28, 2017 issued by M/s. V. Goswami & Co., Chartered Accountants, Ahmedabad

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5 Annexure C Fairness Opinion dated April 29, 2017 issued by Gretex Corporate Services Private Limited to Kushal Limited

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6 Annexure D Copy of Observation Letter dated August 29, 2018 issued by BSE Limited to Kushal Limited

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7 Annexure E Complaints Report dated June 02, 2017, submitted by Kushal Limited to BSE Limited

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8 Annexure F Report adopted by the Board of Directors of Kushal Limited in its meeting held on September 25, 2018 pursuant to the provisions of Section 232(2) of the Companies Act, 2013

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9 Annexure G Report adopted by the Board of Directors of Kushal Infrastructure Private Limited in its meeting held on September 25, 2018 pursuant to the provisions of Section 232(2) of the Companies Act, 2013

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10 Annexure H Report adopted by the Board of Directors of Ashapura Paper Mills Private Limited in its meeting held on September 25, 2018 pursuant to the provisions of Section 232(2) of the Companies Act, 2013

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11 Annexure I Report adopted by the Board of Directors of Kushal Wealth Creators Private Limited in its meeting held on September 25, 2018 pursuant to the provisions of Section 232(2) of the Companies Act, 2013

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12 Annexure J Report adopted by the Board of Directors of Riddhi Siddhi Recyclers Private Limited in its meeting held on September 25, 2018 pursuant to the provisions of Section 232(2) of the Companies Act, 2013

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13 Annexure K Audited Financial Statement of Kushal Limited for the Year ended on March 31, 2018

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14 Annexure L Audited Financial Statement of Kushal Infrastructure Private Limited for the year ended March 31, 2018

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15 Annexure M Audited Financial Statement of Ashapura Paper Mills Private Limited for the year ended March 31, 2018

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16 Annexure N Audited Financial Statement of Kushal Wealth Creators Private Limited for the for the year ended March 31, 2018

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17 Annexure O Audited Financial Statement of Riddhi Siddhi Recyclers Private Limited for the for the year ended March 31, 2018

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18 Annexure P Applicable information of Transferor Companies in the format specified for abridged prospectus as provided in Part D of Schedule VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 duly certified by Guiness Corporate Advisors Private Limited, Category I Registered Merchant Banker, having address at Guiness House, 18 , Deshapriya Park Road, Kolkata- 700026, SEBI Registration No: INZ000167037, Website: http://www.guinessonline.net, Contact person: Ms. Jaini Jain; Telephone No: 079-40301750

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19 Proxy Form 20 Attendance Slip 21 Route Map for the Venue of the Meeting

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL AHMEDABAD BENCH

C.A. (CAA) NO.108/2018

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES FRAMED THEREUNDER

AND IN THE MATTER OF SCHEME OF AMALGAMATION

OF KUSHAL INFRASTRUCTURE PRIVATE LIMITED (“TRANSFEROR COMPANY 1”)

AND ASHAPURA PAPER MILLS PRIVATE LIMITED (“TRANSFEROR COMPANY 2”)

AND KUSHAL WEALTH CREATORS PRIVATE LIMITED (“TRANSFEROR COMPANY 3”)

AND RIDDHI SIDDHI RECYCLERS PRIVATE LIMITED (“TRANSFEROR COMPANY 4”)

WITH KUSHAL LIMITED (FORMERLY KNOWN AS KUSHAL TRADELINK LIMITED)

AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

KUSHAL LIMITED (CIN: L74110GJ2000PLC037472), a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at “Kushal House” Plot No 115, Off C.G. Road, Navrangpura Ahmedabad -GJ 380009 APPLICANT/ TRANSFEREE COMPANY

FORM NO. CAA. 2

NOTICE CONVENING MEETING OF THE SECURED CREDITORS OF KUSHAL LIMITED, THE APPLICANT COMPANY PURSUANT TO THE ORDER DATED SEPTEMBER 20, 2018 PASSED BY THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH To, The Secured Creditors of Kushal Limited, (The “Applicant Company”/ “Transferee Company”) Notice is hereby given that by an order dated September 20, 2018 (the “Order”), the Hon’ble National Company Law Tribunal, Bench at Ahmedabad (“NCLT”) has directed a meeting to be held of Secured Creditors of the Applicant Company to be convened and held at Ahmedabad Management Association, ATIRA Campus, Dr Vikram Sarabhai Marg, University Area, Ahmedabad, Gujarat-380015 on Tuesday, October 30, 2018, at 11.30 A.M. for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Amalgamation of the Kushal Infrastructure Private Limited (“Transferor Company 1”), Ashapura Paper Mills Private Limited (“Transferor Company 2”), Kushal Wealth Creators Private Limited (“Transferor Company 3”), Riddhi Siddhi Recyclers Private Limited (“Transferor Company 4”) with Kushal Limited (“Transferee Company”) and their respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules made there under (“Scheme”). In pursuance of the said order and as directed therein, further notice is hereby given that a meeting of the Secured Creditors of the Applicant Company will be held at Ahmedabad Management Association, ATIRA Campus, Dr Vikram Sarabhai Marg, University Area, Ahmedabad, Gujarat-380015 on Tuesday, October 30, 2018, at 11.30 A.M. and Secured Creditor are requested to attend the same. Take Further Notice that Copies of the Scheme and the Explanatory Statement under Sections 102, 230 read with Rules framed thereunder and other applicable provision of the Act and Proxy Form can be obtained free of charge at the Registered Office of the Applicant Company at “Kushal House”, Plot No. 115, Off C.G. Road, Navrangpura, Gujarat-380009, India and the same can be downloaded from the website of the company i.e. www.kushallimited.com

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Take Further Notice that Persons entitled to attend and vote at the meeting, may vote in person or by proxy or by Authorised Representative as stipulated under Section 113 of the Act, provided that all proxies in the prescribed form attached with this notice are deposited at the Registered Office of the company at “Kushal House”, Plot No. 115, Off C.G. Road, Navrangpura, Gujarat-380009, India not later than 48 hours before the meeting.

The Hon’ble Tribunal has appointed Shri Hemang Shah, Chartered Accountant failing him Shri Yash Mehta, Company Secretary as the Chairman of the said meeting including any adjournment or adjournments thereof. The above mentioned Scheme, if approved by the Secured Creditors, will be subject to the subsequent approvals of the Hon’ble National Company Law Tribunal, Bench at Ahmedabad and other regulatory authorities. At the meeting, the following resolution will be considered and if thought fit, be passed, with or without modification(s): "RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013, rules, circulars, notifications, if any, made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, regulations and guidelines issued by the Securities and Exchange Board of India (SEBI) read with SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017, and the provisions of the Memorandum and Articles of Association of the Company and subject to the approval by the National Company Law Tribunal (“Tribunal”) Ahmedabad Bench, and subject to such other approvals, permissions and sanctions of other regulatory and authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by the Hon'ble National Company Law Tribunal, Ahmedabad Bench or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the ("Board"), which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any person(s) authorized by the Board to exercise its powers including the powers conferred by this resolution, the consent of Secured Creditor of the Company be and is hereby accorded for approval of the Scheme of Amalgamation of Kushal Infrastructure Private Limited (“Transferor Company 1”), Ashapura Paper Mills Private Limited (“Transferor Company 2”), Kushal Wealth Creators Private Limited (“Transferor Company 3”), Riddhi Siddhi Recyclers Private Limited (“Transferor Company 4”) with Kushal Limited (“Transferee Company”) and their respective Shareholders and Creditors (“Scheme”).” “RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as may be considered requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangements embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the National Company Law Tribunal, Ahmedabad Bench and/or any other authority(ies) while sanctioning the Arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as the Board may deem fit and proper.”

For Kushal Limited

Place: Ahmedabad Date: September 25, 2018 CA Hemang Shah

Chairperson appointed for the meeting Notes 1. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, along with applicable rules

there under and provisions of Sections 230, 232 of the Companies Act, 2013 setting out material facts forms part of this Notice.

2. Secured Creditor entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on poll on his / her behalf and the proxy need not be a Secured Creditor of the company.

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3. Pursuant to Section 105 of the Companies Act, 2013, the instrument appointing the proxy, in order to be effective, must be deposited at the Company's Registered Office, duly complete and signed, not less than FORTY-EIGHT (48) hours before the commencement of the Meeting. Proxies submitted on behalf of limited companies, societies etc., must be supported by appropriate resolutions / authority letter, as applicable.

4. The quorum of the meeting of the Secured Creditors of the Applicant Company shall be One (1) Secured Creditors present in person or through authorized representative.

5. Corporate Secured Creditor intending to send their authorized representatives to attend the meeting are requested to send to the Company a certified copy of the Board resolution authorizing their representative to attend and vote on their behalf at the meeting.

6. Pursuant to Rule 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, the advertisement of the notice convening the aforesaid meeting will be published in Newspaper in English language and in Gujarati language.

7. All alterations made in the proxy form should be initialled.

8. It is further clarified that the Proxies can vote only at the Meeting and not through any other mode.

9. A Secured Creditor or his Proxy is requested to bring the attendance slip duly filled in and signed

10. A Secured Creditor (in case such Secured Creditor is an individual) or the authorized representative of the Secured Creditor (in case such Secured Creditor is a body corporate) or the proxy should carry their valid and legible identity proof (i.e. a PAN Card/Aadhar Card/Passport/Driving License/Voter ID Card) to the meeting.

11. All documents referred in the accompanying Notice and Explanatory Statement are open for inspection at the Registered Office of the Company at 10:00 A.M. (IST) to 12:00 P.M. (IST) on working days except Saturday, Sunday and Public Holidays) up to the date of the Meeting.

12. The Company has appointed M/s. M.S. Buchasia & Associates, Practising Company Secretary as the Scrutinizer to scrutinize the voting process in a fair and transparent manner.

13. The Scrutinizer shall, immediately after the conclusion of voting at the meeting, count the votes cast at the meeting, in the presence of at least two witnesses not in the employment of the Company.

14. The Scrutinizer will submit his report to the Chairman after the completion of scrutiny, and the result of the voting will be announced by the Chairman, on or before November 01, 2018 at the registered office and will also be displayed on the website of the Company (www.kushallimited.com), besides being communicated to the Stock Exchanges, Depositories and Registrar and Share Transfer Agents.

15. The Route map showing direction to reach the venue is annexed.

For Kushal Limited


Chairperson appointed for the meeting

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

AHMEDABAD BENCH

C.A. (CAA) NO.108/2018









KUSHAL LIMITED (CIN: L74110GJ2000PLC037472), a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at “Kushal House” Plot No 115, Off C.G. Road, Navrangpura Ahmedabad -GJ 380009 APPLICANT/ TRANSFEREE COMPANY

EXPLANATORY STATEMENT UNDER SECTIONS 230, 232 AND SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 FOR THE MEETING OF THE SECURED CREDITORS OF KUSHAL LIMITED CONVENED AS PER THE DIRECTIONS OF THE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BENCH

1. This is the statement accompanying the Notice convening the meeting of the Secured Creditor of the Applicant Company pursuant to the Order dated September 20, 2018 passed by the National Company Law Tribunal, Ahmedabad Bench ("NCLT"), in the Company Application Number CA (CAA) No. 108/NCLT/AHM/2018, to be held at Ahmedabad Management Association, ATIRA Campus, Dr Vikram Sarabhai Marg, University Area, Ahmedabad, Gujarat-380015 on Tuesday, October 30, 2018, at 11.30 A.M. for the purpose of considering and, if thought fit, approving with or without modification(s), the Scheme of Amalgamation of Kushal Infrastructure Private Limited (“Transferor Company 1”), Ashapura Paper Mills Private Limited (“Transferor Company 2”), Kushal Wealth Creators Private Limited (“Transferor Company 3”), Riddhi Siddhi Recyclers Private Limited (“Transferor Company 4”) with Kushal Limited (“Transferee Company”) and their respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules made there under (“Scheme”).

2. Notice of the said meeting together with the copy of the Scheme of Amalgamation is sent herewith.

This statement explaining the terms of the Scheme of Amalgamation is being furnished as required under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions, if any of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 of the Companies Act, 2013.

3. A copy of the Scheme which has been approved by the Board of Directors of the Company is enclosed

herewith. The other definitions contained in the Scheme shall also apply to this Explanatory Statement.

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4. DETAILS OF THE TRANSFEROR COMPANIES - KUSHAL INFRASTRUCTURE PRIVATE LIMITED (“TRANSFEROR COMPANY 1”) a) Name of the Company : KUSHAL INFRASTRUCTURE PRIVATE LIMITED b) Corporate Identification Number (CIN): U70109GJ2010PTC061682. c) Permanent Account Number (PAN): AAECK2045E d) Date of Incorporation: 20/07/2010 e) Type of the company: PRIVATE LIMITED COMPANY f) Name of Stock Exchange : NOT APPLICABLE g) Current Registered Office Address: SURVEY NO-1448, B/H AYODHYA FLATS, VATVA GAMDI ROAD

NAVA VATVA AHMEDABAD GUJARAT- 382445 h) Email id: [email protected] i) The authorized, issued, subscribed and paid-up share capital of Kushal Infrastructure Private Limited as

on date, is as under: Share Capital No of Shares Amount in ₹ Authorised Share Capital @ ₹ 10.00 100000 Equity Shares 1000000 Issued, Subscribed and Paid-Up Capital (fully paid-up) 90000 Equity Shares 900000

j) Details of Changes in last 5 years -Change of Name: Kushal Infrastructure Private Limited was originally incorporated as Riddhi Siddhi Paper Mills Private Limited as on July 20, 2010 under Companies Act, 1956 bearing Registration No 061682 having registered office in Ahmedabad, Gujarat. Subsequently, the name of Company was changed from Riddhi Siddhi Paper Mills Private Limited to Kushal Infrastructure Private Limited pursuance to a special resolution passed by the members of company at the EGM held on December 22, 2010. A fresh Certificate of Incorporation consequent to change of name as was issued on January 10, 2011 by the Registrar of Companies, Ahmedabad, Gujarat. -Change in Registered Office: The Registered office of Company was changed 10/11, SAKET INDUSTRIAL ESTATE, NR. NOVA PETROCHEMICAL, OPP. RAMDEV MASALA, MORIYA, CHANGODAR, AHMEDABAD 382213, Gujarat, INDIA to SURVEY NO-1448, B/H AYODHYA FLATS, VATVA GAMDI ROAD,NAVA VATVA AHMEDABAD GUJARAT- 382445 pursuance to a Board Resolution passed at the Board Meeting held on April 21, 2015. -There is no change in name and objects of the Transferor Company during last five years. k) The present main objects of Kushal Infrastructure Private Limited is as follows: - To Carry on Business as Builders, Contractors, Designers, Architects, constructors, Real Estate Developers, brokers of all types of building and structure including houses, flats, apartments, row houses, bungalows, twin bungalows, tenements, offices, godowns warehouses, shops, factories, sheds, hospitals, hostels, holiday resorts, shopping cum residential complexes, Industrial Structures, places of workshop, highways, roads, path, sideways, courts, alleys, pavements township and to develop, erect, install, alter improve, add, establish, renovate, recondition, protect, enlarge, repair, demolish, remove, replace, maintain, buy, sell, lease, commercialize, turn to account, fabricate, handle and control all such buildings and structures and to purchase, acquire, take on lease or in any other lawful manner any area, land, building, structures, providing services of sales and purchase of legally approved land for various project like resorts, shopping malls, multiplex complex, holiday homes, big commercial centre and by advancing money to and enter into contracts and agreements of all kinds with building , tenants and others and to deals in all types of immovable properties for development, construction, rentals and/or for resale. - To carry on the business of and act as promoters, organizers, developers, of the land, estates, properties, co-operative Housing societies, association, housing schemes, shopping offices, complexes, townships, farms, farm houses and others and to finance with or without security and/or interest for the same and to deal with and improve such properties either as owner or as agent and to construct or cause to be constructed the building or the estate as per its scheme for and on behalf of the members and to hold land and / or building constituting the estate of the company for the use and occupation and the benefit of the members.

mailto:[email protected]

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l) The details of the promoters and directors of the Transferor Company along with their addresses are as follows:

Name of the Director & Promoter Address Mr. Manoj Agrawal 3, Royal Crescent, Near Asopalav bungalows, Thaltej, Ahmedabad-59 Ms. Komal Agrawal 36, Royal Enclave, Near Asopalav bungalows, Thaltej, Ahmedabad-59 - ASHAPURA PAPER MILLS PRIVATE LIMITED (“TRANSFEROR COMPANY 2”) a) Name of the company : ASHAPURA PAPER MILLS PRIVATE LIMITED b) Corporate Identification Number (CIN): U21020GJ2010PTC061144. c) Permanent Account Number (PAN): AAICA6923D d) Date of Incorporation: 17/06/2010 e) Type of the company: PRIVATE LIMITED COMPANY f) Name of Stock Exchange : NOT APPLICABLE g) Current Registered Office Address and e-mail address: SURVEY NO. 202, NR. LION FARMS AT: NANI

RELDI, TA: BHUJ GJ 370105 h) Email id: [email protected] i) The Authorised Issued, subscribed and paid-up share capital of Ashapura Paper Mills Private Limited as

on date, is as follows: Share Capital No of Shares Amount in ₹ Authorised Share Capital @ ₹ 10.00 3000000 Equity Shares 30000000 Issued, Subscribed and Paid-Up Capital (fully paid-up) 2500000 Equity Shares 25000000

j) Details of Changes in last 5 years There is no change in Name, Registered Office and Main Object of the Company in last 5 years k) The present main objects of Ashapura Paper Mills Private Limited is as follow: -To carry on the business of manufacturers of and dealers in all kinds and classes of paper, Computer stationery, board and pulp including writing paper, printing papers, absorbent paper, newsprint paper, wrapping paper, tissue paper, cover paper, blotting paper, filter paper, antique paper, ivory finish paper, art paper, executive bond paper, cloth lined paper aurelaid and woven paper, cream laid, greaseproof paper, gummed paper, handmade paper, parchment paper, drawing paper, Kraft paper, manila paper, envelop paper, tracing paper, vellum paper, water proof paper, photographic paper, glass paper, emery paper, paste board, card board, straw board, leather board, mill board, corrugated board, duplex and triplex board, hard boards, plywood boards, post cards, visiting cards, soda pulp, mechanical pulp, sulphite pulp, semi chemical pulp and all kind of articles in the manufacture of which any form paper board or pulp is used and also to deal in and packing materials and packages made of whatever materials/substances and compounds including paper, jute, cotton, rubber, plastic, glass, board and wood.

l) The details of the promoters and directors of the Transferor Company along with their addresses are as follows:

Name of the Director & Promoter Address Mr. Manoj Agrawal 3, Royal Crescent, Near Asopalav Bungalows, Thaltej, Ahmedabad-59 Ms. Sangita Agrawal 3, Royal Crescent, Near Asopalav Bungalows, Thaltej, Ahmedabad-59 Ms. Namrata Agrawal 36, Royal Enclave, Near Asopalav Bungalows, Thaltej, Ahmedabad-59 - KUSHAL WEALTH CREATORS PRIVATE LIMITED (“TRANSFEROR COMPANY 3”): a) Name of the company : KUSHAL WEALTH CREATORS PRIVATE LIMITED b) Corporate Identification Number (CIN): U21093GJ2014PTC081079. c) Permanent Account Number (PAN): AAFCK6962P d) Date of Incorporation: 20/10/2014 e) Type of the company: PRIVATE LIMITED COMPANY f) Name of Stock Exchange : NOT APPLICABLE g) Current Registered Office Address and e-mail address: BLOCK NO 663-664, VILLAGE: BHAVDA N H

NO- 59 KANBHA KUJAD HIGHWAY AHMEDABAD GJ 382433 INDIA h) Email id: [email protected]



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i) The authorized, issued, subscribed and paid-up share capital of Kushal Wealth Creators Private Limited as on date, is as follows:

Share Capital No of Shares Amount in ₹ Authorised Share Capital @ ₹ 10.00 700000 Equity Shares 7000000 Issued, Subscribed and Paid-Up Capital (fully paid-up) 636000 Equity Shares 6360000

j) Details of Changes in last 5 years -Change of Name: No Change -Change of Registered Office The Registered Office of Company was changed to 1st FLOOR, PLOT NO. 115, KUSHAL HOUSE, OPP. HOTEL NEST, OFF C.G. ROAD, NAVRANGPURA, AHMEDABAD pursuance to a Board Resolution passed on June 25, 2015. Later, company has changed its registered office to BLOCK NO 663-664, VILLAGE BHAVDA, N H NO- 59 KANBHA KUJAD HIGHWAY, AHMEDABAD, GJ -382433, pursuance to a Board Resolution passed on December 22, 2015. -Change of Main Object The main object of Company was changed pursuance to a Special Resolution passed by the members on November 09, 2015 to the present main objects of Kushal Wealth Creators Private Limited. k) Present Main Object of the Company To carry on the business of manufacturers of and dealers in all kinds and classes of paper, Computer stationery, board and pulp including writing paper, printing papers, absorbent paper, newsprint paper, wrapping paper, tissue paper, cover paper, blotting paper, filter paper, antique paper, ivory finish paper, art paper, executive bond paper, cloth lined paper aurelaid and woven paper, cream laid, greaseproof paper, gummed paper, handmade paper, parchment paper, drawing paper, craft paper, manila paper, envelop paper, tracing paper, vellum paper, water proof paper, photographic paper, glass paper, emery paper, paste board, card board, straw board, leather board, mill board, corrugated board, duplex and triplex board, hard boards, plywood boards, post cards, visiting cards, soda pulp, mechanical pulp, sulphite pulp, semi chemical pulp and all kind of articles in the manufacture of which any form paper board or pulp is used and also to deal in and packing materials and packages made of whatever materials/substances and compounds including paper, jute, cotton, rubber, plastic, glass, board and wood. l) The details of the Promoters and Directors of the Transferor Company along with their addresses are as follows: Name of the Director & Promoter Address Mr. Kushal Agrawal 3, Royal Crescent, Near Asopalav bungalows, Thaltej, Ahmedabad-59 Ms. Karan Agrawal 5, Royal Crescent, Near Asopalav bungalows, Thaltej, Ahmedabad-59 -RIDDHI SIDDHI RECYCLERS PRIVATE LIMITED (“TRANSFEROR COMPANY 4”) a) Name of the company : RIDDHI SIDDHI RECYCLERS PRIVATE LIMITED b) Corporate Identification Number (CIN): U21023GJ2007PTC050146 c) Permanent Account Number (PAN): AAGCA1900N d) Date of Incorporation: 05/03/2007 e) Type of the company: PRIVATE LIMITED COMPANY f) Name of Stock Exchange : NOT APPLICABLE g) Current Registered Office Address and e-mail address: 725, KHEDA DHOLKA ROAD, NR. KHEDA

INDUSTRIAL PARK AT. PO. VASNA BUJARG KHEDA GJ 387560 h) Email id: [email protected] i) The authorized, issued, subscribed and paid-up share capital of Riddhi Siddhi Recyclers Private

Limited as on date, is as under: Share Capital No of Shares Amount in ₹ Authorised Share Capital @ ₹ 10.00 4500000 Equity Shares 45000000 Issued, Subscribed and Paid-Up Capital (fully paid-up) 3847500 Equity Shares 38475000 j) Details of Changes in last 5 years -Change of Name: No change in last 5 years


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-Change of Registered Office: The Registered Office of Company was changed to 725, KHEDA DHOLKA ROAD, NR. KHEDA INDUSTRIAL PARK AT. PO. VASNA BUJARG KHEDA GJ 387560 pursuance to a Special Resolution passed by the members of the company at the EGM held on January 01, 2014. -There is no change in Main Object of the Transferor Company 4 during last five years. k) Present Main Object of the Company - To carry on business as manufacturers, producer processors, makers, inventors, converters, importer exporters, traders, buyers, sellers, retailers, wholesalers, suppliers, indenters, packers, movers, preservers, stockiest, agents, sub-agents, merchants, distributors, consignors, jobbers, brokers, concessionaires or otherwise deal in papers made from waste paper, recycled paper, reusable paper, print rejected paper, stock lot paper, misprint paper, core damage paper, brown paper, white paper and paper rolls, board, corrugated board, craft papers, corrugating medium, pulp, writing papers, printing paper, pvs paper, plastic paper, absorbent paper, polymer paper, newsprint paper, wrapping paper, tissue paper, cover paper, blotting paper, filter paper, antique paper, ivory finish paper, coated paper, art paper, bond and bank paper, badami, brown or buff paper, bible paper, cartridge paper, cloth lines paper, cream laid and wove paper, grease proof paper, gummed paper, handmade paper, parchment paper, drawing paper, kraft paper envelope paper, tracing paper, vellum paper, water proof paper, carbon paper, sensitised paper chemically treated paper, bromide paper, past board, duplex and triplex board, hard board, plywood board, post cards, visiting cards. l) The details of the Promoters and Directors of the Transferor Company along with their addresses are as follows: Name of the Director & Promoter Address Mr. Ketan B. Pandya 404, Atithi Annexe-1, Jain Society Opp: Pritamnagar, Akhada, Ellis bridge

Ahmedabad- 380006 -India Mr. Kushal Agrawal 3, Royal Crescent, Near Asopalav Bunglows, Thaltej, Ahmedabad-380059 Mr. Ketan G. Patel 43, Girdharnagar Society Shahibaug Road Shahibaug, Ahmedabad -04, I Ms. Reeta Dave 40 A/B Old Nagardas Road, Dhiraj Bldg, 3rd Floor, Room No Andheri East,

Mumbai 400069, Maharastra, India. Mr. Bhupesh Shah 11, Vinay Park, Near Pragati Bank Nizampura, Baroda 390002 - India 5. DETAILS OF THE TRANSFEREE COMPANY (a) Name of the company : KUSHAL LIMITED (b) Corporate Identification Number (CIN): L74110GJ2000PLC037472 (c) Permanent Account Number (PAN): AABCK7885P (d) Date of Incorporation: 03/03/2000 (e) Type of the company: PUBLIC LISTED COMPANY (f) Current Registered Office Address: KUSHAL HOUSE, PLOT NO. 115, OFF C.G ROAD,

NAVRANGPURA, AHMEDABAD-380009, GUJARAT, INDIA (g) Name of Stock Exchange : BSE Limited ; Script Code : 536170 (h) E-mail address : [email protected] (i) The authorized, issued, subscribed and paid-up share capital of Kushal Limited as on date is as under Share Capital No of Shares Amount in ₹ Authorised Share Capital @ ₹ 2.00 250000000 Equity Shares 500000000 Issued, Subscribed and Paid-Up Capital 237266610 Equity Shares 474533220 (j) Details of Changes in last 5 years

-Change of Name Kushal Limited was originally incorporated on March 03, 2000 under the Companies Act, 1956 as Kushal Tradelink Private Limited, bearing Registration No. 037472. Subsequently, the Company became a Public Limited Company in pursuance to a special resolution passed by the members of the Resolution Applicant at the EGM held on January 15, 2013. A fresh Certificate of Incorporation consequent to change of name as a result of conversion to a public limited company was issued on March 01, 2013 by the Registrar of Companies, Ahmedabad, Gujarat. Later, the Company changed its name from Kushal Tradelink Limited to Kushal Limited by passing of Special Resolution on September 22, 2017 via postal ballot and subsequently, a fresh Certificate of Incorporation pursuant to change of name was issued on October 05, 2017 by the Registrar of Companies, Ahmedabad, Gujarat.


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-Change of Registered Office of the Company: The Registered Office of the Kushal Limited (“Transferee Company”) was shifted from Plot No. 43, b/s Navneet Prakashan Press, B/h Govt 'G' Colony, Sukhramnagar, Gomtipur, Ahmedabad- 380023 to Plot No. 115, Kushal House, Opp. Hotel Nest, Off C.G Road, Navrangpura, Ahmedabad-380009 with effect from April 17, 2015. Further Company has ratify Landmark from Plot No. 115, Kushal House Opp. Hotel Nest, Off C.G Road, Navrangpura, Ahmedabad-380009 to “Kushal House” Plot No. 115, Off C.G. Road, Navrangpura Ahmedabad 380009 with effect from April 11, 2018. -Change of Object: The Company changed its main object clause by passing of special resolution through Postal Ballot, the results of which were declared on January 3, 2017. A fresh Certificate of Incorporation pursuant to change of name was issued on January 16, 2017 by the Registrar of Companies, Ahmedabad, Gujarat. The Company changed its main object clause by passing of special resolution through Postal Ballot, the results of which were declared on January 2, 2018. A fresh Certificate of Incorporation pursuant to change of name was issued on February 28, 2018 by the Registrar of Companies, Ahmedabad, Gujarat. (j) Summary of Main Object: Company is engaged primarily in Merchandise Trading, Manufacturing of paper and paper related products, Education segment, Real estate, and others. Kindly refer to Main Object Clause of Memorandum of Associated of the Company. (k) The details of Promoters and Promoter Group of Transferee Company are as follows: Sr. No Name Address 1 Namrata Sandeep

Agrawal 36, Royal Enclave, Nr. Asopalav Bunglows, Thaltej, Ahmedabad, Gujarat - 380059

2 Mahendra Tulsiram Agrawal

5, Royal Crescent, Nr Asopalav Bunglow Thaltej, Ahmedabad, Gujarat- 380059

3 Pusphadevi Tulsiram Agrawal

5, Royal Crescent, Nr Asopalav Bunglow Thaltej, Ahmedabad, Gujarat - 380059

4 Manoj Tulsiram Agrawal 3, Royal Crescent, Near Asopalav Bunglows, Thaltej, Ahmedabad, Gujarat- 380059

5 Sandeep Tulsiram Agrawal

36-Royal Enclave, Nr. Ashopalav Bunglows, Thaltej, Ahmedabad, Gujarat- 380059

6 Sangita Manoj Agrawal 3, Royal Crescent, Near Asopalav Bunglows, Thaltej, Ahmedabad, Gujarat- 380059

7 Sudha Mahendra Agrawal

5, Royal Crescent, Nr Asopalav Bunglow Thaltej, Ahmedabad, Gujarat- 380059

8 Manoj Tulsiram Agrawal HUF

3, Royal Crescent, Near Asopalav Bunglows, Thaltej, Ahmedabad, Gujarat- 380059

9 Mahendra Tulsiram Agrawal HUF

5, Royal Crescent, Near Asopalav Bunglows, Thaltej, Ahmedabad, Gujarat- 380059

10 Sandeep Tulsiram Agrawal HUF

36-Royal Enclave, Nr. Asopalav Bunglows, Thaltej, Ahmedabad, Gujarat - 380059

11 Kushal Agrawal 3, Royal Crescent, Near Asopalav Bunglows, Thaltej, Ahmedabad, Gujarat- 380059

12 Komal Sandeep Agrawal 36-Royal Enclave, Nr. Asopalav Bunglows, Thaltej, Ahmedabad, Gujarat - 380059

13 Karan Agrawal 5, Royal Crescent, Nr Asopalav Bunglows Thaltej, Ahmedabad, 380059 14 Kajal Manoj Agrawal 3, Royal Crescent, Near Asopalav Bunglows, Thaltej, Ahmedabad,

Gujarat- 380059 15 Kashish Sandeep

Agrawal 36-Royal Enclave, Nr. Asopalav Bungalows, Thaltej, Ahmedabad, Gujarat - 380059

16 Khushi Mahendra Agrawal

5, Royal Crescent, Nr Asopalav Bungalow, Thaltej, Ahmedabad, Gujarat- 380059

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(i) The Details of Directors (including Promoter Directors) and Key Managerial Personnel of Transferee Company are as follows: Sr. No

Name Designation in the Company

Address

1 Sandeep Tulsiram Agrawal

Chairman and Managing Director (Promoter)

36-Royal Enclave, Nr. Asopalav Bunglows, Thaltej, Ahmedabad, Gujarat-380059

2 Manoj Tulsiram Agrawal

Director (Promoter) 3, Royal Crescent, Near Asopalav Bunglows, Thaltej, Ahmedabad, Gujarat-380059

3 Kushal Agrawal Director (Promoter) 3, Royal Crescent, Near Asopalav Bunglows, Thaltej, Ahmedabad, Gujarat-Gj- 380059

4 Anil Soni Independent Director B 12, Hare Krishna Appartment, Near Metropole, Hotel Keshavnagar, Subhashnagar, Ahmedabad- 38027

5 Dharmendra Bhuchhada

Independent Director 9, Rajdeep Park Part-2, Duplex, NH No. 8 Odhav Road, Ahmedabad, Gujarat- 382415

6 Kavita Tejaskumar Shah

Independent Director 10/76, Udhyognagar Colony, Bhaktinagar Station Road, Rajkot- Gujarat-GJ-360002

7 CA Vimal B Shah Chief Financial Officer

26/302 Amrapali Flats B/H Bhaktinagar, Bapunagar, Ahmedabad 380024

8 CS Khushboo Surana

Company Secretary E-8, Vaibhav Appartment-I Opp. Bombay Garage, Nr. Shahibaugh Underbridge, Shahibaugh, Ahmedabad-04

6. Relationship subsisting between the Companies who are Parties to the Scheme All Transferor Companies as mentioned in Scheme of Amalgamation are Group Companies of the Transferee Company. 7. Details of Board Meeting for approval of Scheme of Amalgamation : (a) Kushal Infrastructure Private Limited (“Transferor Company 1”) in its Board Meeting held on May 1,

2017, had unanimously approved the proposed Scheme of Amalgamation. (b) Ashapura Paper Mills Private Limited (“Transferor Company 2”) in its Board Meeting held on May 1,

2017, had unanimously approved the proposed Scheme of Amalgamation. (c) Kushal Wealth Creators Private Limited (“Transferor Company 3”) in its Board Meeting held on April 30,

2017, had unanimously approved the proposed Scheme of Amalgamation. (d) Riddhi Siddhi Recyclers Private Limited (“Transferor Company 4”) in its Board Meeting held on April 30,

2017, had unanimously approved the proposed Scheme of Amalgamation. (e) At the meeting held on May 01, 2017, based on the recommendations of the Audit Committee, the Board

of Directors of Kushal Limited had unanimously approved the proposed Scheme of Amalgamation, after taking on record the Valuation report dated April 28, 2017 issued by M/s. V. Goswami & Co., Chartered Accountants, Ahmedabad, an Independent Valuer and Fairness Opinion dated April 29, 2017 issued by Gretex Corporate Services Private Limited, a SEBI registered Merchant Banker. Further, Board of Directors, in their meeting held on September 4, 2018 also unanimously approved the Scheme.

8. The following are the salient features of the scheme. Please refer to the Scheme of Amalgamation enclosed herewith for complete details:

(a) The Scheme envisages the amalgamation of Kushal Infrastructure Private Limited, Ashapura Paper Mills

Private Limited, Kushal Wealth Creators Private Limited, Riddhi Siddhi Recyclers Private Limited (hereinafter jointly referred to as Party of first, second, third and fourth part respectively and collectively referred as “Transferor Companies”) into Kushal Limited (Formerly Known as Kushal Tradelink Limited) (hereinafter refer to as “Kushal” or “Transferee Company”).

(b) Appointed Date means 31.03.2017 (31st March 2017) or such other date as may be approved by the

Hon’ble National Company Law Tribunal having Judicature at Ahmedabad for the State of Gujarat or such other appropriate authority.

(c) Effective Date means the date on which the certified copies of the order passed by the Court sanctioning

the Scheme are filed with the Registrar of Companies of Ahmedabad, Gujarat and if the certified copies

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are filed on different dates, the last of such dates. Any references in the Scheme to “upon the Scheme becoming effective” or “Effectiveness of the Scheme” or “Scheme coming into effect” shall mean the “Effective Date”.

(d) Upon coming into effect of the Scheme of Amalgamation and with effect from the Appointed Date, and

subject to the provisions of the Scheme of Amalgamation including in relation to the mode of transfer and vesting, the entire business and undertaking of the Transferor Companies including all of the assets, both movable and immovable, tangible and intangible, investments, rights, title and interests shall, under the provisions of Sections 230 to 232 of the Companies Act, 2013 and pursuant to the order of the National Company Law Tribunal sanctioning the Scheme and without further act, instrument or deed, but subject to the charges affecting the same as on the Effective Date, be transferred and/or deemed to be transferred to and vested in the Transferee Company, so as to become the properties, assets, rights, business and Undertaking of the Transferee Company.

(e) On the Scheme coming into effect, all the Transferor Companies (i.e. Kushal Infrastructure Private

Limited, Ashapura Paper Mills Private Limited, Kushal Wealth Creators Private Limited, Riddhi Siddhi Recyclers Private Limited) shall, without any further act or deed, stand dissolved without going through the process of winding up.

(f) Upon this Scheme becoming effective, the authorised share capital of the Transferee Company shall

automatically stand increased without any further act, instrument or deed on the part of the Transferee Company.

(g) Upon the Scheme coming into effect and in consideration of transfer and vesting of the Amalgamating

Undertaking of the Transferor Companies to the Transferee Company in terms of provisions of the Scheme, the Transferee Company shall, without any further application or deed, issue and allot Equity Share(s) to the members of the Transferor Companies whose names appear in the Register of Members as on Record Date, in the following ratio:

1) 395 Equity shares of Kushal Tradelink Limited of face value of ₹.2.00 each for every 100 Equity shares of

Face Value ₹10.00 each held by members in Kushal Infrastructure Private Limited. 2) 149 Equity shares of Kushal Tradelink Limited of face value of ₹.2.00 each for every 100 Equity shares of

Face Value ₹10.00 each held by members in Ashapura Paper Mills Private Limited. 3) 185 Equity shares of Kushal Tradelink Limited of face value of ₹.2.00 each for every 100 Equity shares of

Face Value ₹10.00 each held by members Kushal Wealth Creators Private Limited. 4) 130 Equity shares of Kushal Tradelink Limited of face value of ₹.2.00 each for every 100 Equity shares of

Face Value ₹10.00 each held by members in Riddhi Siddhi Recyclers Private Limited Note: The aforesaid are only the salient features of the Scheme. Secured Creditors are requested to read the entire text of the Scheme annexed hereto and get fully acquainted with the provisions thereof. 9. Summary of Valuation Reports including basis of Valuation and Fairness Opinions - Summary of Valuation Reports obtained from M/s. V. Goswami & Co., Chartered Accountants,

Ahmedabad, an Independent Valuer.

a) The Valuer has considered Market Approach via Comparable Companies Multiple Method and Current Market Price Method, Income approach via Discounted Cash Flow Method and Cost Approach via Net Approach value Method / Book Value.

b) Valuer has used combination of Comparable Companies Multiple Method, Net Assets Value Method and Discounted Cash Flow Method for Valuation of KIPL, APMPL, KWCPL and RSRPL.

c) As per circular CFD/DIL3/CIR/2017/21 dated March 10, 2017, Market Price Method has been exclusively considered for the equity valuation of Applicant Company as shares of Applicant Company is traded on BSE.

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- Summary of Fairness Opinion obtained from Gretex Corporate Services Private Limited, SEBI Registered Merchant Banker.

The Merchant Banker is of the opinion that the proposed Share Exchange Ratio in the proposed amalgamation is fair and reasonable from a financial point of view as determined by the Valuer on the basis of Market Price method of Kushal and weighted average of comparable companies Market Multiple Method, DCF Method, and Net Assets Value Method of valuation of equity shares of KIPL, APMPL, KWCPL and RSRPL. -The valuation reports are available for inspection at the registered office of the Applicant Company. Further a copy of the Valuation Report and Fairness Opinion are enclosed as Annexure B and Annexure C respectively.

10. Statutory Auditors of the Applicant Company at time of approval of Scheme, M/s. Devadiya & Associates, Chartered Accountants, Ahmedabad had vide certificate dated April 29, 2017 confirmed that the accounting treatment proposed in the Scheme of arrangement is in accordance with the Indian Accounting Standards (‘Ind AS’) as prescribed under Section 133 of the Companies Act, 2013 and other Generally Accepted Accounting Principles in India.

11. The proposed Scheme, was placed before the Audit Committee of the Applicant Company at its meeting

held on May 01, 2017. The Audit Committee of the Applicant Company took into account the Valuation Report dated April 28, 2017, issued by M/s. V. Goswami & Company, Chartered Accountants, Ahmedabad and the Fairness Opinion, dated April 29, 2017, issued Gretex Corporate Services Private Limited, a Category I Merchant Banker, appointed for this purpose by the Applicant Company. The Audit Committee of the Applicant Company based on the aforesaid, inter alia, recommended the Scheme to the Board of Directors of the Applicant Company for its favourable consideration.

12. Details of Capital Restructuring of Transferee Company (a) Upon this Scheme becoming effective, the Authorised Share Capital of the Transferee Company shall automatically stand increased without any further act, instrument or deed on the part of the Transferee Company including payment of stamp duty and fees payable to Registrar of Companies, by the authorized share capital of the Transferor Companies amounting to ₹. 583000000.00 (Rupees Fifty Eight Crores and Thirty Lakh Only) divided into 291500000 (Twenty Nine Crores and Fifteen Lakh Only) Equity Shares of ₹. 2.00/- (Rupees Two only) each and the Memorandum of Association of the Transferee Company (relating to the authorized share capital) shall, without any further act, instrument or deed, be and stand altered, modified and amended, and the consent of the shareholders to the Scheme shall be deemed to be sufficient for the purposes of effecting this amendment, and no further resolution(s) under sections 13, 61, 64 of the Companies Act, 2013 would be required to be separately passed, and for this purpose, the stamp duty and fees paid on the authorized share capital of the Transferor Companies shall be utilized and applied to the increased authorized share capital of the Transferee Company and there would be no requirement for any further payment of stamp duty and/or fee by the Transferee Company for increase in the authorized share capital to that extent. (b) It is clarified that the approval of the members of the Transferee Company to the Scheme shall be deemed to be their consent / approval also to the Memorandum of Association of the Transferee Company as may be required under the Act and Clause V of the Memorandum of Association of the Transferee Company shall stand altered accordingly as follow: “V. The Authorised Share Capital of the Company is ₹. 583000000.00 (Rupees Fifty Eight Crores and Thirty Lakh Only) divided into 291500000 (Twenty Nine Crores and Fifteen Lakh Only) Equity Shares of ₹. 2.00/- (Rupees Two only) each, with the rights, privileges and conditions attached thereto as are provided by regulations of the Company for the time being in force, with power to increase and reduce the Capital of the Company and to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential rights, privileges or conditions as may be determined by or in accordance with the regulations of the Company and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may for the time being are provided by the regulations of the company.” 13. Rationale, Benefits, Objective & Purpose of the Scheme (a) Better, efficient and economical management, control and running of the businesses, and for further

development and growth of the business of the Transferee Company; (b) The amalgamation will provide significant impetus to the growth of the Transferee Company;

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(c) The amalgamation will lead to backward integration and synergies of operations and a stronger and wider capital and financial base for future growth/expansion of the Transferee Company along with diversification;

(d) To economize on administrative and other expenses; (e) To increase the efficiency of combined business by pooling of resources and their optimum utilisation,

thereby availing synergies from combined resources; (f) The banks, creditors and institutions, if any, are not affected by the proposed amalgamation as their

security is maintained; (g) There shall be impetus and increase in the area of sales, network of the Transferee Company; (h) The combined managerial and technical expertise would enable the Transferee Company to develop a

business model that would be competitive and cogent; (i) Simplification in compliance of various applicable laws and group structuring; (j) To avoid cascading effects of multiple taxes in Proposed GST; (k) Benefit of Multi Locational operation with diversification of products under one banner; (l) To Use the common resources for development of business of all the Companies, this will reduce the

overheads and thereby improvising the financial performance. 14. Amount due to Unsecured Creditor of Kushal Limited on June 30, 2018 : ₹ 30182.58 lakhs

15. Disclosure about the effect of the Amalgamation: (a) Key Managerial Personnel: As mentioned in Board Report annexed as Annexure F. (b) Director: As mentioned in Board Report annexed as Annexure F. (c) Promoters and Non Promoters: As mentioned in Board Report annexed as Annexure F (d) Depositor : Not Applicable (e) Creditors: As mentioned in Board Report as annexed as Annexure F (f) Debenture Holders: Not Applicable (g) Deposit Trustee and Debenture trustee: Not Applicable (h) Employees of the Company: As mentioned in Board Report as annexed as Annexure F 16. There is no effect of the Scheme on the Directors and the Key Managerial Personnel of the

respective Participating Companies beyond their Shareholding.

17. Investigation or proceedings: Investigation for certain non-compliances of SEBI Regulation is under process against Transferee Company.

18. Inspection of Documents The following documents will be available to the Secured Creditors for obtaining extracts from or for making or obtaining copies of or for inspection at the Registered Office of the Transferee Company between 10.00 A.M to 12.00 P.M on all working days (except Saturday, Sundays and Public Holidays) upto the date of the meeting: a) Audited financial statements of the Transferee Company including consolidated financial statements as

on March 31, 2018; b) Financial Statements of the Transferor Companies as on March 31, 2018; c) Memorandum and Articles of Association of Transferee Company and Transferor Company ; d) Scheme of Amalgamation; e) Copy of the Order dated September 20, 2018 passed by NCLT, Ahmedabad Bench directing convening

the meeting of the Equity Shareholders, Secured and Unsecured Creditors of the Transferee Company; f) Copy of the resolutions passed by Board of Directors of the Transferor Companies and the Transferee

Company; g) Report adopted by the Board of Directors of the Transferor Companies and Transferee Company under

section 232(2)(c) of the Companies Act, 2013; h) The certificate dated April 29, 2018 issued by M/s. Devadiya & Associates, Chartered Account, the

Statutory Auditors of the Transferee Company, to the effect that the accounting treatment proposed in the Scheme of Amalgamation is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013.

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19. Details of Approvals a) The Transferee Company has filed a copy of the Scheme with BSE vide its letter dated May 02, 2017,

and The Company has received, in terms of Regulation 37 of SEBI LODR Regulations, Observation Letters dated August 29, 2017 from BSE.

b) As required by the SEBI Circular, Kushal Limited has filed the Complaints Reports with the BSE. After filing of the Complaint Reports, Company has not received any complaint. Copies of the said reports are enclosed as Annexure E.

20. Pre and Post Shareholding Pattern: (a) Kushal Limited: based on Shareholding pattern on June 30, 2018:

Pre-Shareholding Post-Shareholding

Code Category of Shareholder No. of shares

held % of total

no. of shares

No. of shares held

% of total no. of shares

A Promoter & Promoter Group 1 Indian a *Individuals/HUF 156475610 65.9 162603060 65.69 b Bodies Corporate 0 0.0 0 0.00 Sub-total (A)(1) 156475610 65.9 162603060 65.69 2 Foreign a Individuals/Hindu undivided Family 0 0.0 0 0.00 b Bodies Corporate 0 0.0 0 0.00 Sub-total (A)(2) 0 0 0 0.00

Total shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)

156475610 65.95 162603060 65.69

B Public Shareholding 1 Institutions (a) Mutual Funds 0 0.0 0 0.00 (b) Venture Capital Funds 0 0.0 0 0.00 (c) Alternate Investment Funds 0 0.0 0 0.00 (d) Foreign Venture Capital Investors 0 0.0 0 0.00 (e) Foreign Portfolio Investors 60172 0.0 60172 0.02 (f) Financial Institution/Banks 0 0.0 0 0.00 (g) Insurance Companies 0 0.0 0 0.00 (h) Provident Funds/ Pension Funds 0 0.0 0 0.00 (i) Any Other(FII'S) 482877 0.2 482877 0.20 SUB TOTAL (B)(1) 543049 0 543049 0.22 2 Central Government 0 0.0 0 0.00 3 Non-institutions (a.1) Individuals - i. Individual shareholders

holding nominal share capital up to Rs. 2 lakhs.

42468566 17.9 42468566 17.16

(a.2) Individual - ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs.

26964040 11.4 31095440 12.56

(b) NBFCs registered with RBI 0 0.0 0 0.00 (c) Employee Trusts 0 0.0 0 0.00 (d) Overseas Depositories (holding DRs)

(balancing figure) 0 0.0 0 0.00

(e) Any Other(Bodies Corporate) 7402964 3.1 7402964 2.99 (f) Any Other(Clearing Member) 1200079 0.5 1200079 0.48

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(g) Any Other(Non Resident Indians 2212300 0.9 2212300 0.89 (h) Any Other(Trusts) 2 0.0 2 0.00 SUB TOTAL (B)(3) 80247951 34 84379351 34.09 Total Public Shareholding (B)=

(B)(1)+ (B)(2)+ (B)(3) 80791000 34.05 84922400 34.31

Total 237266610 100 247525460 100 *Mahendra Tulsiram Agrawal, one of promoter of Kushal Limited has pledge 5000000 of its Equity Shares on 13.07.2018 (b) Kushal Infrastructure Private Limited Sr. No

Category Name of Shareholder Pre- Amalgamation Shareholding

Post-Amalgamation Shareholding

No of Equity Shares

% No of Equity Shares

%

1. Promoter Group Karan Mahendra Agrawal 40000 44.44 Not Applicable since the Company shall

amalgamate in Transferee Company

2. Promoter-Director Komal Sandeep Agrawal 40000 44.44 3. Promoter Kushal Manoj Agrawal 6000 6.67 4. Promoter- Director Manoj Tulsiram Agrawal 3990 4.44 5. Promoter Group Pushpadevi Agrawal 10 0.01 Total 90000 100 (c) Ashapura Paper Mills Private Limited Sr. No



No of Equity Shares


%

1 Promoter-Director Sangita Manoj Agrawal 1000000 40.00 Not Applicable since the Company shall amalgamate in Transferee Company

2 Promoter- Director Namrata Sandeep Agrawal 1000000 40.00 3 Promoter- Director Manoj Tulsiram Agrawal 500000 20.00 Total 2500000 100.00 (d) Kushal Wealth Creators Private Limited Sr. No



No of Equity Shares


%

1. Promoter- Director Karan Mahendra Agrawal 178000 27.99

Not Applicable since the Company shall

amalgamate in Transferee Company

2. Promoter Group Sudha Agrawal 124000 19.50 3. Promoter Group Pushpa Agrawal 72500 11.40 4. Promoter Group Tulsiram Agrawal Huf 63000 9.91 5. Promoter Group Manoj Agrawal Huf 57500 9.04 6. Promoter Group Mahendra Agrawal Huf 57500 9.04 7. Promoter Group Manoj Agrawal 39000 6.13 8. Promoter Group Sandeep Agrawal Huf 34500 5.42 9. Promoter- Director Kushal Agrawal 10000 1.57 Total 636000 100.00 (e) Riddhi Siddhi Recyclers Private Limited Sr. No



No of Equity Shares


%

1 Promoter- Director Bhupesh Sanat Kumar Shah 524500 13.63

2 Promoter- Director Kushal Manoj Agrawal 519400 13.50 3 Public Manisha Ketan Pandya 475100 12.35

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4 Public Yogesh S. Dave 325000 8.45 Not Applicable since the Company shall amalgamate in Transferee Company

5 Public Kamlesh kumar Kanubhai Patel 295000 7.67 6 Promoter- Director Rita Mahesh Dave 238500 6.20 7 Promoter- Director Ketanbhai g. Patel 174500 4.54 8 Promoter- Director Ketan Bhanuprasad Pandya 169400 4.40 9 Public Sudha Mahendra Agrawal 150100 3.90 10 Public Alpesh Pp. Patel 150000 3.90 11 Public Pinal P. Patel 150000 3.90 12 Public Abhishek G.Trivedi 106000 2.76 13 Public Dharti K. Kothari 100000 2.60 14 Public Kaushik R. Kothari 100000 2.60 15 Public Shital K Patel 100000 2.60 16 Public Bhagyesh Kiritbhai Parekh 50315 1.31 17 Public Anand Narendrabhai Desai 50315 1.31 18 Public Sanat G. Shah 42500 1.10 19 Public Shashikant G. Shah 42500 1.10 20 Public Himanshu Shashikant Shah 30000 0.78 21 Public Ravi Sanatkumar Shah 30000 0.78 22 Public Meha Bhagyesh Parekh 20940 0.54 23 Public Bhagyesh K. Parekh (HUF) 3430 0.09 Public TOTAL 3847500 100.00 21. In terms of SEBI Circular, the applicable information of Kushal Infrastructure Private Limited (‘KIPL’ / “Transferor Company 1”), Ashapura Paper Mills Private Limited Kushal Limited (‘APMPL / “Transferor Company 2”), Kushal Wealth Creators private Limited (‘KWCPL’ / “Transferor Company 3”), Riddhi Siddhi Recyclers Private Limited (‘RSRPL’ / “Transferor Company 4”), in the format specified for abridged prospectus as provided in Part D of Schedule VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 is enclosed as Annexure P. This statement may be treated as an Explanatory Statement under Sections 230 to 232 of the Companies Act, 2013. A copy of the Scheme of Amalgamation, Explanatory Statement and Proxy Form may be obtained from the Registered Office of the Applicant Company at Kushal House, Plot No 115, Off. C.G. Road, Navranpura, Ahmedabad- 38009, India

For Kushal Limited


Chairperson appointed for the meeting

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ANNEXURE A

SCHEME OF AMALGAMATION OF

KUSHAL INFRASTRUCTURE PRIVATE LIMITED AND

ASHAPURA PAPER MILLS PRIVATE LIMITED AND

KUSHAL WEALTH CREATORS PRIVATE LIMITED AND

RIDDHI SIDDHI RECYCLERS PRIVATE LIMITED WITH

KUSHAL TRADELINK LIMITED AND

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

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(A) PREAMBLE OF THE SCHEME This Scheme of Amalgamation is presented under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and it provides for the Amalgamation of KUSHAL INFRASTRUCTURE PRIVATE LIMITED, ASHAPURA PAPER MILLS PRIVATE LIMITED, KUSHAL WEALTH CREATORS PRIVATE LIMITED, RIDDHI SIDDHI RECYCLERS PRIVATE LIMITED (hereinafter jointly referred to as Party of first, second, third and fourth part respectively and collectively referred as “Transferor Companies”) into KUSHAL TRADELINK LIMITED (hereinafter refer to as “Kushal” “KTL” or “Transferee Company”) and the consequent issue of equity shares by Kushal Tradelink Limited to the Shareholders of KUSHAL INFRASTRUCTURE PRIVATE LIMITED, ASHAPURA PAPER MILLS PRIVATE LIMITED, KUSHAL WEALTH CREATORS PRIVATE LIMITED, RIDDHI SIDDHI RECYCLERS PRIVATE LIMITED as consideration for Amalgamation of KUSHAL INFRASTRUCTURE PRIVATE LIMITED, ASHAPURA PAPER MILLS PRIVATE LIMITED, KUSHAL WEALTH CREATORS PRIVATE LIMITED, RIDDHI SIDDHI RECYCLERS PRIVATE LIMITED into KUSHAL TRADELINK LIMITED. The Scheme also provides for various other matters consequential to or otherwise integrally connected with the above in the manner provided for in the Scheme. (B) DESCRIPTION OF THE COMPANIES Transferor Companies: I. Kushal Infrastructure Private Limited was originally incorporated as Riddhi Siddhi Paper Mills Private Limited as on July 20, 2010 under Companies Act, 1956 bearing Registration No 061682 having registered office in Ahmedabad, Gujarat, Subsequently, the name of Company was changed from Riddhi Siddhi Paper Mills Private Limited to Kushal Infrastructure Private Limited pursuance to a special resolution passed by the members of company at the EGM held on December 22, 2010. A fresh Certificate of Incorporation consequent to change of name as was issued on January 10, 2011 by the Registrar of Companies, Ahmedabad, Gujarat. Basic Information about Company: (a) Name of the company : KUSHAL INFRASTRUCTURE PRIVATE LIMITED (b) Corporate Identification Number (CIN): U70109GJ2010PTC061682. (c) Permanent Account Number (PAN): AAECK2045E (d) Date of Incorporation: 20/07/2010 (e) Type of the company (whether public or private or one-person company): PRIVATE LIMITED

COMPANY (f) Current Registered Office Address : SURVEY NO-1448, B/H AYODHYA FLATS, VATVA GAMDI

ROAD,NAVA VATVA AHMEDABAD GJ 382445 IN; (g) Email id: [email protected] (h) The authorized, issued, subscribed and paid-up share capital of Kushal Infrastructure Private Limited

as on 30th March, 2017, is as follows Share Capital No of Shares Amount in ₹

Authorised Share Capital @ 10/- 100000 Equity Shares 1000000 Issued, Subscribed and Paid-Up Capital (fully paid-up) 90000 Equity Shares 900000 The present main objects of Kushal Infrastructure Private Limited is as follows: 1) To Carry On Business as Builders, Contractors, Designers, Architects, constructors, Real Estate Developers, brokers of all types of building and structure including houses, flats, apartments, row houses, bungalows, twin bungalows, tenements, offices, godowns warehouses, shops, factories, sheds, hospitals, hostels, holiday resorts, shopping cum residential complexes, Industrial Structures, places of workshop, highways, roads, path, sideways, courts, alleys, pavements township and to develop, erect, install, alter improve, add, establish, renovate, recondition, protect, enlarge, repair, demolish, remove, replace, maintain, buy, sell, lease, commercialize, turn to account, fabricate, handle and control all such buildings and structures and to purchase, acquire, take on lease or in any other lawful manner any area, land, building, structures, providing services of sales and purchase of legally approved land for various project like resorts, shopping malls, multiplex complex, holiday homes, big commercial centre and by advancing money to and enter into contracts and agreements of all kinds with building , tenants and others and to deals in all types of immovable properties for development, construction, rentals and/or for resale. 2) To carry on the business of and act as promoters, organizers, developers, of the land, estates, properties, co-operative Housing societies, association, housing schemes, shopping offices, complexes,


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townships, farms, farm houses and others and to finance with or without security and/or interest for the same and to deal with and improve such properties either as owner or as agent and to construct or cause to be constructed the building or the estate as per its scheme for and on behalf of the members and to hold land and / or building constituting the estate of the company for the use and occupation and the benefit of the members. II. Ashapura Paper Mills Private Limited was incorporated under the Companies Act, 1956 on June 17, 2010 under Companies Act, 1956 bearing Registration No 061144 having registered office In Bhuj in the state of Gujarat. Basic Information about Company: (a) Name of the company : ASHAPURA PAPER MILLS PRIVATE LIMITED (b) Corporate Identification Number (CIN): U21020GJ2010PTC061144. (c) Permanent Account Number (PAN): AAICA6923D (d) Date of Incorporation: 17/06/2010 (e) Type of the company (whether public or private or one-person company): PRIVATE LIMITED

COMPANY (f) Current Registered Office Address and e-mail address: SURVEY NO. 202, NR. LION FARMS AT:

NANI RELDI, TA: BHUJ GJ 370105 IN; (g) Email id: [email protected] (h) The Authorised. Isued, The authorized, issued, subscribed and paid-up share capital of Ashapura

Paper Mills Private Limited as on 30th March, 2017, is as follows Share Capital No of Shares Amount in ₹ Authorised Share Capital @ 10/- 3000000 Equity Shares 30000000 Issued, Subscribed and Paid-Up Capital (fully paid-up) 2500000 Equity Shares 25000000 The present main objects of Ashapura Paper Mills Private Limited is as follow: 1. To carry on the business of manufacturers of and dealers in all kinds and classes of paper, Computer stationery, board and pulp including writing paper, printing papers, absorbent paper, newsprint paper, wrapping paper, tissue paper, cover paper, blotting paper, filter paper, antique paper, ivory finish paper, art paper, executive bond paper, cloth lined paper aurelaid and woven paper, cream laid, greaseproof paper, gummed paper, handmade paper, parchment paper, drawing paper, kraft paper, manilla paper, envelop paper, tracing paper, vellum paper, water proof paper, photographic paper, glass paper, emery paper, paste board, card board, straw board, leather board, mill board, corrugated board, duplex and triplex board, hard boards, plywood boards, post cards, visiting cards, soda pulp, mechanical pulp,sulphite pulp, semi chemical pulp and all kind of articles in the manufacture of which any form paper board or pulp is used and also to deal in and packing materials and packages made of whatever materials/substances and compounds including paper, jute, cotton, rubber, plastic, glass, board and wood. III. Kushal Wealth Creators Private Limited is incorporated under the Companies Act, 2013 on October 20, 2014 in the state of Gujarat. The Corporate Identification Number of the Company is U21093GJ2014PTC081079. Basic Information about Company: (a) Name of the company : KUSHAL WEALTH CREATORS PRIVATE LIMITED (b) Corporate Identification Number (CIN): U21093GJ2014PTC081079. (c) Permanent Account Number (PAN): AAFCK6962P (d) Date of Incorporation: 20/10/2014 (e) Type of the company (whether public or private or one-person company): PRIVATE LIMITED

COMPANY (f) Current Registered Office Address and e-mail address: BLOCK NO 663-664, VILLAGE: BHAVDA N H

NO- 59 KANBHA KUJAD HIGHWAY AHMEDABAD GJ 382433 INDIA; (g) Email id: [email protected] (h) The authorized, issued, subscribed and paid-up share capital of Kushal Wealth Creators Private

Limited as on 30th March, 2017, is as follows Share Capital No of Shares Amount in ₹

Authorised Share Capital @ 10/- 700000 Equity Shares 7000000 Issued, Subscribed and Paid-Up Capital (fully paid-up) 636000 Equity Shares 6360000



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The present main objects of Kushal Wealth Creators Private Limited is as follow: 1. To carry on the business of manufacturers of and dealers in all kinds and classes of paper, Computer stationery, board and pulp including writing paper, printing papers, absorbent paper, newsprint paper, wrapping paper, tissue paper, cover paper, blotting paper, filter paper, antique paper, ivory finish paper, art paper, executive bond paper, cloth lined paper aurelaid and woven paper, cream laid, greaseproof paper, gummed paper, handmade paper, parchment paper, drawing paper, craft paper, manila paper, envelop paper, tracing paper, vellum paper, water proof paper, photographic paper, glass paper, emery paper, paste board, card board, straw board, leather board, mill board, corrugated board, duplex and triplex board, hard boards, plywood boards, post cards, visiting cards, soda pulp, mechanical pulp, sulphite pulp, semi chemical pulp and all kind of articles in the manufacture of which any form paper board or pulp is used and also to deal in and packing materials and packages made of whatever materials/substances and compounds including paper, jute, cotton, rubber, plastic, glass, board and wood. IV. Riddhi Siddhi Recyclers Private Limited was originally incorporated as Alka Petrochemicals Private Limited as on March 5, 2007 under Companies Act, 1956 bearing Registration No 050146 having registered office in Ahmedabad, Gujarat. Subsequently, the Company converted itself into a Public Limited Company by following the due procedure as laid down under the provisions of the Companies Act, 1956 and the word “Private” was deleted from the name of the Company and consequent upon conversion, the Company obtained a Fresh Certificate of Incorporation from the Registrar of Companies on march 15, 2007. Subsequently, Company converted itself into a Private limited Company by following the due procedure as laid down under the provisions of the Companies Act, 1956 and word Private was added with the name of the Company and consequent upon conversion, the company obtained a Fresh Certificate of Incorporation from Registrar of Companies upon Change of Name on Conversion to Private Limited Company on October 15, 2011. Subsequently the name of the Company was changed from ‘Alka Petrochemicals Private Limited” to “Riddhi Siddhi Recyclers Private Limited” and consequent upon change of name, the Company obtained a Fresh Certificate of Incorporation from the Registrar of Companies, on 22, October 2011 after complying with the relevant provisions under the Companies Act, 1956. Basic Information about Company: (a) Name of the company : RIDDHI SIDDHI RECYCLERS PRIVATE LIMITED (b) Corporate Identification Number (CIN): U21023GJ2007PTC050146 (c) Permanent Account Number (PAN): AAGCA1900N (d) Date of Incorporation: 05/03/2007 (e) Type of the company (whether public or private or one-person company): PRIVATE LIMITED

COMPANY (f) Current Registered Office Address and e-mail address: 725, KHEDA DHOLKA ROAD, NR. KHEDA

INDUSTRIAL PARK AT. PO. VASNA BUJARG KHEDA GJ 387560 ; (g) Email id: [email protected] (h) The authorized, issued, subscribed and paid-up share capital of Riddhi Siddhi Recyclers Private

Limited as on 30th March, 2017, is as follows Share Capital No of Shares Amount in ₹

Authorised Share Capital @ 10/- 4500000 Equity Shares 45000000 Issued, Subscribed and Paid-Up Capital (fully paid-up) 3847500 Equity Shares 38475000

The present main objects of Riddhi Siddhi Recyclers Private Limited is as follows: 1. To carry on business as manufacturers, producer processors, makers, inventors, converters, importer exporters, traders, buyers, sellers, retailers, wholesalers, suppliers, indenters, packers, movers, preservers, stockiest, agents, sub-agents, merchants, distributors, consignors, jobbers, brokers, concessionaires or otherwise deal in papers made from waste paper, recycled paper, reusable paper, print rejected paper, stock lot paper, misprint paper, core damage paper, brown paper, white paper and paper rolls, board, corrugated board, craft papers, corrugating medium, pulp, writing papers, printing paper, pvs paper, plastic paper, absorbent paper, polymer paper, newsprint paper, wrapping paper, tissue paper, cover paper, blotting paper, filter paper, antique paper, ivory finish paper, coated paper, art paper, bond and bank paper, badami, brown or buff paper, bible paper, cartridge paper, cloth lines paper, cream laid and wove paper, grease proof paper, gummed paper, handmade paper, parchment paper, drawing paper, kraft paper envelope paper, tracing paper, vellum paper, water proof paper, carbon paper, sensitised paper chemically treated paper, bromide paper, past board, duplex and triplex board, hard board, plywood board, post cards, visiting cards.


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TRANSFEREE COMPANY V. Kushal Tradelink Limited was originally incorporated on March 03, 2000 under the Companies Act, 1956 as Kushal Tradelink Private limited, bearing Registration No. 037472 having its Registered Office in Ahmedabad, Gujarat. Subsequently, the Company became a Public Limited Company in pursuance to a special resolution passed by the members of our Company at the EGM held on January 15, 2013. A fresh Certificate of Incorporation consequent to change of name as a result of conversion to a public limited company was issued on March 01, 2013 by the Registrar of Companies, Ahmedabad, Gujarat. The Corporate Identification Number of the Company is L74110GJ2000PLC037472. Basic Information about Company: (a) Name of the company : KUSHAL TRADELINK LIMITED (b) Corporate Identification Number (CIN): L74110GJ2000PLC037472 (c) Permanent Account Number (PAN): AABCK7885P (d) Date of Incorporation: 03/03/2000 (e) Type of the company (whether public or private or one-person company): PUBLIC LISTED COMPANY (f) Current Registered Office Address: PLOT NO. 115, KUSHAL HOUSE, OPP. HOTEL NEST, OFF C.G

ROAD,NAVRANGPURA, AHMEDABAD-380009, GUJARAT, INDIA (g) E-mail address : [email protected] (h) Name of Stock Exchange : BSE Limited ; Script Code : 536170 (i) The authorized, issued, subscribed and paid-up share capital of Kushal Tradelink Limited as on 30th

March, 2017, is as follows Share Capital No of Shares Amount in ₹ Authorised Share Capital @ 2/- 250000000 Equity Shares 500000000 Issued, Subscribed and Paid-Up Capital 237266610 Equity Shares 474533220 Subsequent to 30th March 2017 and till the date of approving of the resolution for the Scheme of Amalgamation by the Board of Directors of Kushal Tradelink Limited there has been no change in the capital structure of Kushal Tradelink Limited. The present main objects of Kushal Tradelink Limited are as follows: 1. *a). To carry on the business of buying, selling, reselling, importing, exporting, transporting, storing, developing, promoting, marketing or supplying, trading, dealing in any manner whatsoever in all kinds of goods, commodities or merchandise of any description as the Company may from time to time determine in India or outside India. b). To carry on the business as exhibitors of all types of goods, services and merchandise and to undertake the necessary activities to promote sales of all types of goods, services and merchandise manufactured / dealt with/provided by the Company. c). To act as broker, trader, agent, C & F agent, shipper, commission agent, distributor, representative, franchiser, consultant, collaborator, stockist, liasioner, job worker, export house of goods, merchandise and services of all grades, specifications, descriptions, applications, modalities, fashions, including by-products, spares or accessories thereof as the Company may from time to time determine. 2. *a). To carry on the business of the cinematograph trade and industry in all their branches and activities and particularly the business of manufacture, production, distribution, exploitation, exhibition, import and export of all kinds of cine films, talkie films, video films, telefilms, documentary films, advertising films, TV Serials and films and motion pictures of all kinds and nature for entertainment, amusement, publicity, education and instruction in all languages prevailing in the world. *b).To carry on either solely or in partnership, periodically or permanently the business of running, conducting and managing as proprietors, lessees, tenants, licensees, managers and agents of cinematograph cinemas and theatres, places and halls, preview theatres, video theatres, studios, cinematographic shows and exhibitions and other entertainments and amusements and places of entertainments and amusements and in particular to provide for production, projection, representation and performance of cinematographic films, motion pictures, video films, telefilms and films and motion pictures of all kinds and nature in all its branches and performances, exhibitions and representations of one or more of them or any part thereof by means of cinematograph films, television, radio, video cassettes, video discs or any other similar contrivances and appliances by means whereof the same may be mechanically or otherwise performed, exhibited and represented and in connection therewith. *c). To carry on business as distributors, buyers, sellers, merchants and dealers in cinematograph films, records, tapes and apparatus for recording or reproducing sights and sounds and all rights to produce,

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distribute or exhibit any performance, entertainment or event by means of films, records or such other apparatus. 3. *a). To provide globally managed data networks and related services, including but not limited to cloud services, managed services , business process outsourcing services, customer care centres, customer relationship management, back office processing, data entry, medical transcription, IT services, multimedia services, internet based services, data centre management and consulting, interface services applications including all types of end to end integrated solutions involving information systems, developing, designing, marketing of communication platform(s), with features and functionality including those related to social, commerce, messaging, communication, gaming and other online services and advisory services in relation to developing, designing, marketing, trading, transferring, exporting, importing, buying and selling all types of mobile applications including gaming, web applications and websites for mobile phones or any other communication device, equipment, appliances, accessories whether corded or cordless and to engage in all businesses as may be related or ancillary to the aforesaid business areas. *b). To develop, provide, undertake, design, import, export, distribute and deal in Systems and application software for microprocessor based information systems, off shore software development projects, internet service provider, and solutions in all areas of application including those in Emerging niche segments like Internet and Intranet website applications solutions software enterprise, resource planning, e-commerce, value added products and other business applications either for its own use for sale in India or for export outside India and to design and develop such systems and application software for and on behalf of manufacturers owners and users of computer, telecom, digital, electronic equipment’s in India or outside India. 4. *a). To Carry On Business as Builders, Contractors, Designers, Architects, constructors, Real Estate Developers, brokers of all types of building and structure including houses, flats, apartments, row houses, bungalows, twin bungalows, tenements, offices, godowns warehouses, shops, factories, sheds, hospitals, hostels, holiday resorts, shopping cum residential complexes, Industrial Structures, places of workshop, highways, roads, bridges, path, sideways, courts, alleys, pavements township and to develop, erect, install, alter improve, add, establish, renovate, recondition, protect, enlarge, repair, demolish, remove, replace, maintain, buy, sell, lease, commercialize, turn to account, fabricate, handle and control all such buildings and structures and to purchase, acquire, take on lease or in any other lawful manner any area, land, building, structures, providing services of sales and purchase of legally approved land for various project like resorts, shopping malls, multiplex complex, holiday homes, big commercial centre and by advancing money to and enter into contracts and agreements of all kinds with building , tenants and others and to deals in all types of immovable properties for development, construction, rentals and/or for resale. *b). To carry on the business of and act as promoters, organizers, developers, architects, engineers, Estate agents, decorators and surveyors of the land, estates, properties, co-operative Housing ocieties, association, housing schemes, shopping offices, complexes, townships, farms, farm houses and others and to finance with or without security and/or interest for the same and to deal with and improve such properties either as owner or as agent and to construct or cause to be constructed the building or the estate as per its scheme for and on behalf of the members and to hold land and / or building constituting the estate of the company for the use and occupation and the benefit of the members. 5. *a). To plan, promote and organise an integrated and efficient development of Conventional / Nonconventional/ Renewable sources of Energy and River Valley Projects, in India and abroad including planning, investigation, research, design and preparation of preliminary, feasibility and Detailed of Project Reports, Construction of such Power Stations and Project (including consequential environmental protection, afforestation and rehabilitation works), Generation, Transmission and Distribution of Power. * b). To act as an agent of Government/ Public Sector Financial institutions, to exercise all the rights and powers exercisable by any Company engaged in any of the activities as listed in Clause III (5) (a) above and in any other infrastructure projects. *c). To promote and organize research and development or to carry on consultancy services in the field of power generation, power supply, trading, conservation of electricity and other related activities of the Company.

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(C) RATIONALE, OBJECTIVE & PURPOSE OF THE SCHEME 1. Better, efficient and economical management, control and running of the businesses, and for further

development and growth of the business of the Transferee Company ; 2. The amalgamation will provide significant impetus to the growth of the Transferee Company. 3. The amalgamation will lead to backward integration and synergies of operations and a stronger and wider

capital and financial base for future growth/expansion of the Transferee Company along with diversification;

4. To economize on administrative and other expenses; 5. To increase the efficiency of combined business by pooling of resources and their optimum utilisation,

thereby availing synergies from combined resources; 6. The banks, creditors and institutions, if any, are not affected by the proposed amalgamation as their

security is maintained; 7. There shall be impetus and increase in the area of sales, network of the Transferee Company; 8. The combined managerial and technical expertise would enable the Transferee Company to develop a

business model that would be competitive and cogent; 9. Simplification in compliance of various applicable laws and group structuring; 10. To avoid cascading effects of multiple taxes in Proposed GST; 11. Benefit of Multi Locational operation with diversification of products under one banner; 12. To Use the common resources for development of business of all the Companies which will reduce the

overheads and thereby improvising the financial performance.

(D) SCOPE OF THE SCHEME The Scheme of Amalgamation provides for:

1. Amalgamation of KUSHAL INFRASTRUCTURE PRIVATE LIMITED, ASHAPURA PAPER MILLS PRIVATE LIMITED, KUSHAL WEALTH CREATORS PRIVATE LIMITED, RIDDHI SIDDHI RECYCLERS PRIVATE LIMITED (hereinafter jointly referred to as Party of first, second, third and fourth part respectively and collectively referred as “Transferor Companies”) into KUSHAL TRADELINK LIMITED (hereinafter refer to as “Kushal” “KTL” or “Transferee Company”).

2. Consequently issue of equity shares by “Transferee Company” to the shareholders of “Transferor

Companies” pursuant to the provisions of sections 230 to 232 and other relevant provisions of the Companies Act, 2013 and pursuant to applicable SEBI Guidelines.

3. Various other matters consequential to or otherwise integrally connected with the above in the manner

provided for in the Scheme. 4. This Scheme of Amalgamation has been drawn up to comply with the conditions as specified under

section 2(1B) of Income Tax Act, 1961, such that:

A. All the properties of “Transferor Companies”, immediately before the amalgamation, become the properties of “Transferee Company” by virtue of amalgamation.

B. All the liabilities of “Transferor Companies”, immediately before the amalgamation, become the liabilities of “Transferee Company” by virtue of amalgamation.

C. Shareholders holding not less than three-fourths in value of the shares in the amalgamating company or companies (other than shares already held therein immediately before the amalgamation by, or by a nominee for, the amalgamated company or its subsidiary) become shareholders of the amalgamated company by virtue of the amalgamation.

(E) PARTS OF THE SCHEME: This Scheme of Amalgamation is explained by dividing it into the following parts: PART A: Deals with Definitions, Effective and Operative Dates. PART B: Deals with Amalgamation of Kushal Infrastructure Private Limited as First part, Ashapura Paper Mills Private Limited as Second Part, Kushal Wealth Creators Private Limited as Third Part, Riddhi Siddhi Recyclers Private Limited as Fourth Part or collectively known as “Transferor Companies” into Kushal Tradelink Limited hereinafter refer to as “Kushal” or “Transferee Company” (Transferee Company) PART C: Deals with General Terms and Conditions.

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PART A: DEFINITIONS AND EFFECTIVE DATE

1. DEFINITIONS 1.1 “Act” or “the Act” means the Companies Act, 2013 and every modification or re-enactment

thereof and references to sections of the Act shall be deemed to mean and include reference to sections enacted in modification or replacement thereof.

1.2 “Applicable Law(s)” means any statute, notification, bye-laws, rules, regulations, guidelines, or common law, policy, code, directives, ordinance, schemes, notices, orders or instructions enacted or issued or sanctioned by any Appropriate Authority including any modification or re-enactment thereof for the time being in force.

1.3 “Amalgamation” means the blending of all “Transferor Companies” into “Transferee Company”

or “Kushal” and all the shareholders of “Transferor Companies” becoming, the shareholders of “Transferee Company”.

1.4 Amalgamating Undertaking” shall mean: (a) All the assets and properties of “Transferor Companies” as on the Appointed Date. (b) All the secured and unsecured debts, liabilities, whether short term or long term, contingent liabilities or

duties and obligations of “Transferor Companies” as on the Appointed Date. (c) Without prejudice to the generality of sub clause (a) above, the Undertaking of “Transferor Companies”

shall include all the assets and properties, whether movable or immovable, real or personal, in possession or reversion, corporeal or incorporeal, tangible or intangible, present or contingent and including but not limited to land and building, all fixed and movable plant and machinery, vehicles, fixed assets, plant and machineries, current assets, investments, reserves, provisions, funds, licenses, registrations, certificates, permissions, consents, approvals, concessions (including but not limited to sales tax concessions, excise duty, services tax or customs, value added tax and other incentives of any nature whatsoever) subsidies, guarantees, bonds, copyrights, patents, trade names, trademarks, track record, good-will and other rights and licenses in respect thereof, applications for copyrights, patents, trade names, trademarks, leases, leave and license agreements, tenancy rights, premises, ownership flats, hire purchase and lease arrangements, lease hold rights, lending arrangements, benefits of security arrangements, computers, insurance policies, office equipment, telephones, telexes, facsimile connections, communication facilities, equipment and installations and utilities, electricity, water and other service connections, contracts and arrangements, powers, authorities, permits, allotments, privileges, liberties, advantages, easements and all the right, title, interest, goodwill, benefit and advantage, deposits, reserves, preliminary expenses, benefit of deferred revenue expenditure, provisions, advances, receivables, deposits, funds, cash, bank balances, accounts and all other rights, benefits of all agreements, subsidies, grants, incentives, tax credits, whether granted by state government or central government or any such other authority, (including but not limited to credits in respect of income-tax, tax on book profits, value added tax, sales tax, service tax, etc.), and other claims and powers, all books of accounts, documents and records of whatsoever nature and where so ever situated belonging to or in the possession of or granted in favour of or enjoyed by “Transferor Companies” , as on the Appointed Date.

(d) All statutory licenses, approvals, permissions, no-objection certificates, permits, consents, patents,

trademarks, tenancies, offices, depots, quotas, rights, entitlements, privileges, benefits of all contracts / agreements / leases (including, but not limited to, contracts / agreements with vendors, customers, government etc.), all other rights (including, but not limited to, right to use and avail electricity connections, water connections, environmental clearances, telephone connections, facsimile connections, telexes, e-mail, internet, leased line connections and installations, lease rights, easements, powers and facilities), of “Transferor Companies” as on the Appointed Date.

(e) All staff, workmen, and employees engaged in “Transferor Companies”. (f) All records, files, papers, information, computer programs, manuals, data, catalogues, quotations,

advertising materials, lists of present and former customers and suppliers, customer credit information, customer pricing information and other records, whether in physical form or electronic form of “Transferor Companies”.

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1.5 “Appropriate Authorities” means any applicable Central, State or Local government, legislative body,

regulatory, Administrative or statutory authority, agency or commission or department or public or judicial body or authority, Including but not limited to Securities and Exchange Board of India, Bombay Stock Exchanges, Registrar of Companies, National Company Law Tribunal.

1.6 “Appointed date” means 31.03.2017 (31st March 2017) or such other date as may be approved by the Hon’ble National Company Law Tribunal having Judicature at Ahmedabad for the State of Gujarat or such other appropriate authority.

1.7 “Board of Directors” or “Board” in relation to Kushal Infrastructure Private Limited, Ashapura Paper Mills Private Limited, Kushal Wealth Creators Private Limited, Riddhi Siddhi Recyclers Private Limited and Kushal Tradelink Limited, as the case may be, shall, unless it be repugnant to the context or otherwise, includes a Committee of Directors or any person authorized by the Board of Directors or such Committee of Directors for the respective Company.

1.8 “Court” means the Hon’ble High Court of Judicature at Ahmedabad for the State of Gujarat or the National Company Law Tribunal (NCLT) or such other tribunal or authority having jurisdictions to sanction the Scheme.

1.9 “Effective Date” means the date on which the certified copies of the order passed by the Court sanctioning the Scheme are filed with the Registrar of Companies of Ahmedabad, Gujarat and if the certified copies are filed on different dates, the last of such dates. Any references in the Scheme to “upon the Scheme becoming effective” or “Effectiveness of the Scheme” or “Scheme coming into effect” shall mean the “Effective Date”

1.10 “Record Date” shall mean the date fixed by board of Directors of Transferor Companies and Transferee Company for the purpose of determining the members of the Transferor Companies to whom shares will be allotted pursuant to Clause 10.1.

1.11 “Registrar of Companies” means the Registrar of Companies at Ahmedabad for the State of Gujarat. 1.12 “Scheme of Amalgamation” or “Scheme” or “the Scheme” or “this Scheme” means this Scheme of

Amalgamation in its present form or with any modifications, imposed or approved or directed by the Board of Directors of Kushal Infrastructure Private Limited / Ashapura Paper Mills Private Limited / Kushal Wealth Creators Private Limited / Riddhi Siddhi Recyclers Private Limited and / or Kushal Tradelink Limited or by the members or creditors of the Companies involved and /or DSE/SEBI/High Court /NCLT or any other appropriate authority.

1.13 “SEBI” means the Securities and Exchange Board of India. 1.14 “Shareholders” means the persons registered (whether registered owner of the shares or beneficial

owner of the shares) as holders of equity shares of concerned Company as the context may require. The word “Shareholder” and “member” are used to denote the same meaning and are used interchangeably.

1.15 “Stock Exchange” means the BSE Limited on which the equity shares of Kushal Tradelink Limited are listed and traded. The Designated Stock Exchange (DSE), for the purpose of coordinating with SEBI in relation to obtaining the in-principle approval to the Scheme, shall be BSE Limited.

1.16 “Transferee Company” means Kushal Tradelink Limited incorporated under the provisions of the Companies Act, 1956, bearing CIN: L74110GJ2000PLC037472 and having Registered Office situated at Plot No. 115, Kushal House, Opp. Hotel Nest, Off C.G Road, and Navrangpura Ahmedabad Gujarat.

1.17 “Transferor Companies” means: (a) Kushal Infrastructure Private Limited, incorporated under the provisions of the Companies Act, 1956,

bearing CIN: U70109GJ2010PTC061682 and having its registered office situated at Survey No-1448, B/h Ayodhya Flats, Vatva Gamdi Road, Nava Vatva Ahmedabad -382445 Gujarat.

(b) Ashapura Paper Mills Private Limited incorporated under the provisions of the Companies Act, 1956,

bearing CIN: U21020GJ2010PTC061144 and having its registered office situated at Survey No. 202, Nr. Lion Farms At: Nani Reldi, Ta: Bhuj -370105 Gujarat.

(c) Kushal Wealth Creators Private Limited incorporated under the provisions of the Companies Act, 2013

bearing CIN : U21093GJ2014PTC081079 and having its registered office situated at Block No 663-664, Village: Bhavda N H No- 59 Kanbha Kujad Highway Ahmedabad -382433 Gujarat.

(d) Riddhi Siddhi Recyclers Private Limited, incorporated under the provisions of the Companies Act, 1956,

bearing CIN: U21023GJ2007PTC050146 and having its registered office situated at Survey No. 725, Kheda Dholka Road, Nr. Kheda Industrial Park At. Po. Vasna Bujarg Kheda Kheda GJ 387560 IN

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All terms and words not defined in this Scheme shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the Act, the Income-tax Act, 1961 or any other applicable laws, rules, regulations, bye laws, as the case may be, including any statutory modification or re-enactment thereof from time to time. 2. EFFECTIVE DATE The Scheme set out herein in its present form is subject to any modification(s) approved or imposed or directed by the Board of Directors of “Transferor Companies” and/ or “Transferee Companies”, or by the members or creditors of the Companies involved and/or DSE/SEBI/High Court/NCLT or any other appropriate authorities, unless otherwise specified in the Scheme, shall be operative from the Effective Date with effect from the Appointed Date.

PART B

AMALGAMATION OF ALL “TRANSFEROR COMPANIES” INTO “TRANSFEREE COMPANY” AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

SECTION1: TRANSFER & VESTING OF AMALGAMATING UNDERTAKING 3. Transfer of assets, properties, estates, claims, refunds, debts, duties, liabilities, obligations etc., 3.1 Subject to the provisions of this Scheme as specified herein and with effect from the Appointed Date, the entire Amalgamating Undertaking of the Transferor Companies shall be transferred to and vested in or be deemed to be transferred to and vested in the Transferee Company in the following manner: a) The Amalgamating Undertaking of the Transferor Companies comprising of business, all assets and

liabilities of whatsoever nature and where-so-ever situated, shall, under the provisions of Sections 230 to 232 of the Act and all other applicable provisions, if any, of the Act, without any further act or deed (save as provided in sub clauses (b) (c) and (d) below) be transferred to and vested in and/or be deemed to be transferred to and vested in the Transferee Company as a going concern so as to become the Undertaking of the Transferee Company and to vest in the Transferee Company all the rights, title, interest or obligations of the Transferor Companies therein.

b) All the Immovable properties of the Transferor Companies shall under the provisions of Sections 230 to

232 of the Act, without any further act or deed, be transferred to or be deemed to be transferred to the Transferee Company so as to become as from the Appointed Date the Properties of the Transferee Company.

c) All the movable assets including but not limited to computers, equipments, office equipments, machineries,

T.V. sets, cameras, software, IPRs, products, websites, portals, inventories, merchandising rights, cash in hand, loans and advances, of the Transferor Companies capable of passing by manual delivery or by endorsement and delivery, shall be so delivered or endorsed and delivered, as the case may be, to the Transferee Company.

d) In respect of movables other than those specified in sub clause (c) above, including, outstanding loans

and advances, Investments (whether Current or non – current), trade receivables, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with government, semi-government, local and other authorities and bodies, customers and other persons, the same shall, without any further act, instrument or deed, be transferred to and stand vested in and /or be deemed to be transferred to and stand vested in the Transferee Company under the provisions of Sections 230 to 232 of the Act.

e) In relation to all licenses, permissions, approvals, consents, entitlements, sanctions, permits, benefits,

privileges pertaining to the manufacturing or working of company or real estate development activities (whether proprietary or otherwise), rights, privileges and licenses including rights arising from contracts, deeds, licenses instruments and agreements, if any, belonging to the Transferor Companies, which require separate documents of transfer including documents for attornment or endorsement, as the case may be, the Transferee Company will execute the necessary documents of transfer including documents for attornment or endorsement, as the case maybe, as and when required.

f) All secured and/or unsecured debts, all liabilities, duties and obligations of every kind, nature, description,

whether or not provided for in the books of account and whether disclosed or undisclosed in the balance sheet of the Transferor Companies shall also, under the provisions of Sections 230 to 232 of the Act,

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without any further act or deed, be transferred to or be deemed to be transferred to the Transferee Company so as to become as from the Appointed Date the debts, liabilities, duties and obligations of the Transferee Company and it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or restructuring by virtue of which such secured and/or unsecured debts, liabilities, duties and obligations have arisen, in order to give effect to the provisions of this sub clause.

It is clarified that unless otherwise determined by the Board of Directors of the Transferee Company, in so fa

as the borrowings/debts and assets comprising the Transferor Companies are concerned:

a. the security or charge relating to loans or borrowings of the Transferor Companies shall, without any further act or deed continue to relate to the said assets after the Effective Date; and

b. the assets of the Transferee Company shall not relate to or be available as security in relation to the said borrowings of the Transferor Companies;

g) In so far as the various incentives, subsidies, special status and other benefits or privileges enjoyed

(including credit on account of tax on book profits, sales tax, excise duty, custom duty, service tax, value added tax and other incentives), granted by any government body, local authority or by any other person and availed by the Transferor Companies, the same shall vest with and be available to the Transferee Company on the same terms and conditions.

3.2 The Transferee Company shall under the provisions of the Scheme be deemed to be authorized to

execute any such writings on behalf of the Transferor Companies, to implement and carry out all formalities and compliances, if required, referred to above.

3.3 All the properties or assets of the Transferor Companies whether movable or immovable, being

transferred pursuant to this Scheme, which are registered and standing in the name of Transferor Companies shall, upon the scheme being sanctioned by the Hon’ble NCLT / Court at Ahmedabad and becoming effective, be registered in the name of the Transferee Company and the name of the Transferor Companies shall be substituted with the name of the Transferee Company in all such certificates of registration, endorsements, records and in revenue/mutation records in case of immovable properties by such appropriate authorities.

3.4 Any tax liabilities under the Income-tax Act, 1961, service tax laws, customs law or other applicable

laws/ regulations dealing with taxes/ duties / levies of the Transferor Companies to the extent not provided for or covered by tax provision in the accounts made as on the date immediately preceding the Appointed Date, if any, shall be transferred to Transferee Company.

3.5 Any refund under the Income-tax Act, 1961, Wealth-tax Act, 1957, service tax laws or other applicable

laws / regulations dealing with taxes/ duties / levies tax due to Transferor Companies consequent to the assessment made on Transferor Companies and for which no credit is taken in the accounts as on the date immediately preceding the Appointed Date shall also belong to and be received by the Transferee Company.

3.6 On or after the Effective Date, all rights, entitlements and powers to revise returns and filings of the

Transferor Companies under the Income-tax Act, 1961, service tax laws and other laws, and to claim refunds and / or credits for taxes paid, etc. and for matters incidental thereto, shall be available to, and vest with the Transferee Company.

3.7 All tax assessment proceedings / appeals of whatsoever nature by or against the Transferor Companies

pending and/or arising at the Appointed Date and relating to the Transferor Companies shall be continued and / or enforced until the Effective Date against the Transferor Companies and from the Effective Date, the same shall be continued and enforced by or against the Transferee Company in the same manner and to the same extent as would or might have been continued and enforced by or against the Transferor Companies.

Further, the aforementioned proceedings shall not abate or be discontinued nor be in any way prejudicially affected by reason of the amalgamation of the Transferor Companies into the Transferee Company or anything contained in the Scheme. 3.8 All the tax payments (including, without limitation payments under the Income-Tax Act, 1961 Service Tax

law, and other laws) whether by way of deduction at source, advance tax or otherwise howsoever, by the Transferor Companies in respect of the profits or activities or operation of the business after the

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Appointed Date, the same shall be deemed to be the corresponding item paid by the Transferee Company and shall, in all proceedings, be dealt with accordingly. Further, any tax deducted at source by Transferor Companies on transactions with the Transferee Company, if any (from Appointed Date till Effective Date) shall be deemed to be advance taxes paid by the Transferee Company and shall, in all proceedings be dealt with accordingly.

3.9 Obligation for deduction of tax at source on any payment made by or to be made by the Transferor

Companies under the Income-tax Act, 1961, service tax laws, or other applicable laws / regulations dealing with taxes/ duties / levies shall be made or deemed to have been made and duly complied with by the Transferee Company.

3.10 This Scheme has been drawn up to comply with the conditions relating to “Amalgamation” as specified

under Section 2(1B) of the Income-tax Act, 1961. If any terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the said Section at a later date including resulting from a retrospective amendment of law or for any other reason whatsoever, till the time the Scheme becomes effective, the provisions of the said section of the Income-Tax Act, 1961 shall prevail and the Scheme shall stand modified to the extent determined necessary to comply with Section 2(1B) of the Income-tax Act, 1961.

4. Legal Proceedings 4.1 Upon the Scheme becoming effective, all legal and other proceedings, including before any statutory or

quasi-judicial authority or tribunal of whatsoever nature, if any, by or against the Transferor Companies pending and/or arising at the Appointed Date, shall be continued and enforced by or against the Transferee Company only, to the exclusion of the Transferor Companies in the manner and to the same extent as it would have been continued and enforced by or against the Transferor Companies. On and from the Effective Date, the Transferee Companies shall and may, if required, initiate any legal proceedings in relation to the Transferor Companies in the same manner and to the same extent as it would or might have been initiated by the Transferor Companies.

4.2 After the Appointed Date, if any proceedings are taken against the Transferor Companies the same shall

be defended by and at the cost of the Transferee Company. 5. Contracts, deeds and other instruments Subject to the other provisions of this Scheme, all contracts, deeds, bonds, agreements, leave and license agreements, licenses, engagements, certificates, benefits, privileges, entitlements, grants, sanctions, permissions, consents, approvals, concessions, any schemes under which the Transferor Companies are registered with the government or any other authorities and incentives (including but not limited to benefits under the Income-Tax Act, 1961, service tax, and other laws), remissions, remedies, subsidies, guarantees, licences and other instruments, if any, of whatsoever nature to which the Transferor Companies is a party and which have not lapsed and are subsisting or having effect on the Effective Date shall be in full force, and be effective against or in favour of the Transferee Company, as the case may be, and may be enforced by or against the Transferee Company as fully and effectually as if, instead of the Transferor Companies, the Transferee Company had been a party thereto. The Transferee Company may enter into and/or issue and/or execute deeds, writings or confirmations or enter into any tripartite restructurings, confirmations or novations, to which the Transferor Companies will, if necessary, also be a party in order to give formal effect to the provisions of this Scheme, if so required or if so considered necessary. The Transferee Company shall be deemed to be authorized to execute any such deeds, writings or confirmations on behalf of the Transferor Companies and to implement or carry out all formalities required on the part of the Transferor Companies to give effect to the provisions of this Scheme. 6. Saving of concluded transactions The transfer of Amalgamating Undertaking under clause 3 above and the continuation of proceedings by or against the Transferee Company under clause 4 above and the effectiveness of the contracts and deeds under clause 5 shall not affect any transactions and proceedings or contracts or deeds already concluded by the Transferor Companies on or before the Appointed Date and after the Appointed Date till the Effective Date, to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things done and executed by the Transferor Companies in respect thereto as done and executed on behalf of itself.

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7. Staff, workmen and employees

7.1 On the Scheme coming into effect, all staff, workmen and employees of the Transferor Companies in service on the Effective Date shall be deemed to have become staff, workmen and employees of the Transferee Company with effect from the Effective Date without any break in their service and the terms and conditions of their employment with the Transferee Company shall not be less favourable than those applicable to them with reference to the Transferor Companies on the Effective Date.

7.2 It is expressly provided that, in so far as the Gratuity Fund, Provident Fund, Super Annuation Fund, if

applicable, Employee’s State Insurance Corporation Contribution, Labour Welfare Fund or any other Fund created or existing for the benefit of the staff, workmen and employees of the Transferor Companies is concerned, upon the Scheme coming into effect, the Transferee Company shall stand substituted for the Transferor Companies for all purposes whatsoever in relation to the administration or operation of such Fund or Funds or in relation to the obligation to make contributions to the said Fund or Funds in accordance with the provisions thereof as per the terms provided in the respective Trust Deeds, if any, to the end and intent that all rights, duties, powers and obligations of the Transferor Companies in relation to such fund or funds shall become those of the Transferee Company and all the rights, duties and benefits of the employees of the Transferor Companies under such Funds and Trusts shall be protected, subject to the provisions of law for the time being in force. It is clarified that the services of the staff, workmen and employees of the Transferor Companies will be treated as having been continuous for the purpose of the said Fund or Funds.

7.3 In so far as the Provident Fund, Gratuity Fund, Superannuation Fund, if applicable, or other Special

Scheme(s) / Fund(s) created or existing for the benefit of the employees of the Transferor Companies are concerned upon the coming into effect of this Scheme, balances lying in the accounts of the employees of the Transferor Companies in the said funds as on the Effective Date shall stand transferred from the respective trusts / funds of the Transferor Companies to the corresponding trusts / funds set up by the Transferee Company.

8. Clubbing of authorized share capital of Transferor Companies with the authorized share capital of

Transferee Company 8.1 Upon this Scheme becoming effective, the authorised share capital of the Transferee Company shall

automatically stand increased without any further act, instrument or deed on the part of the Transferee Company including payment of stamp duty and fees payable to Registrar of Companies, by the authorized share capital of the Transferor Companies amounting to ₹. 583000000.00 (Rupees Fifty Eight Crores and Thirty Lakh Only) divided into 291500000 (Twenty Nine Crores and Fifteen Lakh Only) Equity Shares of ₹. 2.00/- (Rupees Two only) each and the Memorandum of Association of the Transferee Company (relating to the authorized share capital) shall, without any further act, instrument or deed, be and stand altered, modified and amended, and the consent of the shareholders to the Scheme shall be deemed to be sufficient for the purposes of effecting this amendment, and no further resolution(s) under sections 13, 61, 64 of the Companies Act, 2013 would be required to be separately passed, and for this purpose, the stamp duty and fees paid on the authorized share capital of the Transferor Companies shall be utilized and applied to the increased authorized share capital of the Transferee Company and there would be no requirement for any further payment of stamp duty and/or fee by the Transferee Company for increase in the authorized share capital to that extent.

8.2 It is clarified that the approval of the members of the Transferee Company to the Scheme shall be deemed

to be their consent / approval also to the Memorandum of Association of the Transferee Company as may be required under the Act and Clause V of the Memorandum of Association of the Transferee Company shall stand altered accordingly as follow:

“V. The Authorised Share Capital of the Company is ₹. 583000000.00 (Rupees Fifty Eight Crores and Thirty

Lakh Only) divided into 291500000 (Twenty Nine Crores and Fifteen Lakh Only) Equity Shares of ₹. 2.00/- (Rupees Two only) each, with the rights, privileges and conditions attached thereto as are provided by regulations of the Company for the time being in force, with power to increase and reduce the Capital of the Company and to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential rights, privileges or conditions as may be determined by or in accordance with the regulations of the Company and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may for the time being are provided by the regulations of the company.”

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8.3 Further, if required, the Transferee Company shall take necessary steps to further increase and alter its Authorized Share Capital suitably to enable it to issue and allot the Equity Shares required to be issued and allotted by it to the shareholders of the Transferor Companies in terms of this Scheme.

SECTION 2: CONDUCT OF BUSINESS 9. With effect from the Appointed Date up to and including the Effective Date: 9.1 The Transferor Companies shall carry on and be deemed to have carried on its business and activities

and shall stand possessed of Amalgamating Undertaking, in trust for the Transferee Company and shall account for the same to the Transferee Company.

9.2 Any income or profit accruing or arising to the Transferor Companies and all costs, charges, expenses

and losses or taxes incurred by the Transferor Companies shall for all purposes be treated as the income, profits, costs, charges, expenses and losses or taxes, as the case may be, of the Transferee Company and shall be available to the Transferee Company for being disposed off in any manner as it thinks fit.

9.3 All liabilities debts, duties, obligations which arise or accrue on or after the Appointed Date shall be

deemed to be the debts, liabilities, duties and obligations of the Transferee Company. 9.4 The Transferor Companies shall carry on its business with reasonable diligence and in the same manner

as it had been doing hitherto and the Transferor Companies shall not alter or substantially expand its business except with the written concurrence of the Transferee Company.

9.5 With effect from the Effective Date, the Transferee Company shall suitably integrate the business being

carried on by the Transferor Companies into its business. 9.6 The Transferee Company shall be entitled, pending the sanction of the Scheme, to apply to the central

government and all other agencies, departments and authorities concerned as are necessary under any law for such consents, approvals and sanctions which the Transferee Company may require to own and carry on the business of the Transferor Companies.

SECTION 3: ISSUANCE OF SHARES BY THE TRANSFEREE COMPANY 10. The Provisions of this section shall operate notwithstanding anything to the contrary in any other instrument, deed or writing. 10.1 Upon the Scheme finally coming into effect and in consideration of transfer and vesting of the Amalgamating Undertaking of the Transferor Companies to the Transferee Company in terms of provisions of the Scheme, the Transferee Company shall, without any further application or deed, issue and allot Equity Share(s) to the members of the Transferor Companies whose names appear in the Register of members as on Record Date, in the following ratio: 1) 395 Equity shares of Kushal Tradelink Limited of face value of ₹.2.00 each for every 100 Equity shares

of Face Value ₹10.00 each held by members in Kushal Infrastructure Private Limited. 2) 149 Equity shares of Kushal Tradelink Limited of face value of ₹.2.00 each for every 100 Equity shares

of Face Value ₹10.00 each held by members in Ashapura Paper Mills Private Limited. 3) 185 Equity shares of Kushal Tradelink Limited of face value of ₹.2.00 each for every 100 Equity shares

of Face Value ₹10.00 each held by members Kushal Wealth Creators Private Limited. 4) 130 Equity shares of Kushal Tradelink Limited of face value of ₹.2.00 each for every 100 Equity shares

of Face Value ₹10.00 each held by members in Riddhi Siddhi Recyclers Private Limited 10.2 The Audit Committee of the Transferee Company has taken into account the recommendations on the Share Exchange Ratio by V. GOSWAMI & CO, Chartered Accountant, Ahmedabad, acting as Independent Chartered Accountants, and the fairness opinion provided by GRETEX CORPORATE SERVICES PRIVATE LIMITED acting as the Independent Merchant Banker. On the basis of their evaluation and its own independent judgment, the Audit Committee has recommended the Scheme, including the Share Exchange Ratio to the Board of Directors of the Transferee Company.

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10.3 The Board of Directors of the Transferee Company have taken into account the Independent recommendations of the Audit Committee. 10.4 The Board of Directors of the Transferee Company and the Transferor Companies have taken into account the recommendations of the Share Exchange Ratio by V. GOSWAMI & CO, Chartered Accountant, Ahmedabad. 10.5 The Board of Directors of the Transferee Company have also taken into account the fairness opinion provided by GRETEX CORPORATE SERVICES PRIVATE LIMITED in relation to the Share Exchange Ratio. 10.6 The Board of Directors of the Transferee Company and the Transferor Companies based on the aforesaid advice/ opinions and on the basis of their independent judgment and evaluation have come to the conclusion that the Share Exchange Ratio is fair and reasonable and have approved the same at their respective meeting held on 01.05.2017 10.7 The shares issued to the members of the Transferor Companies by the Transferee Company pursuant to sub-clause 10.1 above shall be issued in dematerialized form only by the Transferee Company. 10.8 The Equity Shares to be issued in terms of this clause shall be subject to the provisions of the Memorandum and Articles of Association of the Transferee Company. The new Equity Shares shall rank pari-passu in all respects, including dividend, with the existing Equity Shares of the Transferee Company. 10.9 The members of the Transferee Company, on approval of the Scheme, shall be deemed to have given their approval under section 62 and other applicable provisions of the Companies Act, 2013, for issue of fresh equity shares to the members of the Transferor Companies and the Transferee Company will not be required to pass any further resolution for issue and allotment of shares to the Shareholders of the Transferor Companies. 10.10 All the equity shares issued pursuant to this Scheme to the members of the Transferor Companies shall be listed and/or admitted to trading on the BSE Limited, in accordance with applicable laws. 10.11 In case any shareholder’s holding in the Transferor Companies is such that the shareholder becomes entitled to a fraction of an equity share of the Transferee Company, the Transferee Company shall not issue fractional shares to such shareholder but shall round off the Fractional Share, if any, that may arise due to the implementation of clause 10.1 of the Scheme, to the nearest Integer. 10.12 Upon this Scheme coming into effect, the shareholders of the Transferor Companies shall surrender their share certificates pertaining to the Transferor Companies for cancellation thereof to the Transferee Company. Further, notwithstanding anything to the contrary, upon the new shares in the Transferee Company being issued and allotted by it to the eligible shareholders of the Transferor Companies whose names appear on the Register of Members of the Transferor Companies as on the Record Date, the share certificates in relation to the shares held by them in the Transferor Companies shall be deemed to have been cancelled and shall be of no effect on and from such Record Date. SECTION 4: ACCOUNTING TREATMENT 11. Accounting Treatment in the Books of the Transferee Company:

11.1 Upon the Scheme becoming effective, the Transferee Company shall record the assets and liabilities of the Transferor Companies transferred to the Transferee Company pursuant to this Scheme and account for the amalgamation of the Transferor Companies pursuant to this Scheme in accordance with Accounting Standard -14 as notified by the Companies (Accounting Standards) Rules, 2006, as amended from time to time. 11.2 The Transferee Company shall record the issuance of shares to the members of the Transferor Companies at fair value as determined in the valuation report given by the Independent Valuer and accordingly credit to its share capital account the aggregate face value of the equity shares issued pursuant to this Scheme. The excess, if any, of the fair value of the equity shares over the face value of the equity shares so issued shall be credited to the Securities Premium Account of the Transferee Company.

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11.3 Inter-corporate deposits/loans and advances, if any, outstanding between the Transferee Company and the Transferor Companies inter-se shall stand cancelled and there shall be no further obligation / outstanding in that behalf. Any difference arising on such cancellation should be adjusted in the reserves of the Transferee Company. 11.4 In case of any differences in accounting policy between the Transferor Companies and Transferee Company, the accounting policies followed by Transferee Company will prevail and the difference till the Appointed Date will be quantified and adjusted against Profit and Loss Account, to ensure that the financial statements of Transferee Company reflect the financial position on the basis of consistent accounting policy. 11.5 Notwithstanding the above, the Transferee Company in consultation with its Auditors, is authorized to account for any of this balances in any manner, whatsoever if considered appropriate. 12. Dissolution of the Transferor Companies On the Scheme coming into effect, all the Transferor Companies (i.e. Kushal Infrastructure Private Limited, Ashapura Paper Mills Private Limited, Kushal Wealth Creators Private Limited, Riddhi Siddhi Recyclers Private Limited) shall, without any further act or deed, stand dissolved without going through the process of winding up.

PART C

GENERAL TERMS AND CONDITIONS

13. Impact of the Scheme on creditors This Scheme of Amalgamation, if approved by the appropriate authorities and the Court, shall not have any adverse impact on the Creditors whether secured or unsecured, of Transferor Companies or Transferee Company. 14. Dividends 14.1 Nothing contained in this Scheme shall be construed as restricting or restraining any of the Companies from being entitled to declare and pay dividends, whether interim or final, to their respective equity shareholders, whether during the pendency of the Scheme or otherwise. 14.2 The holders of the Equity Shares of respective Companies shall, save as expressly provided otherwise in this Scheme, continue to enjoy their existing rights under the Articles of Association of the respective Companies concerned including the right to receive dividends. 14.3 It is clarified that the aforesaid provisions in respect of declaration of dividends are enabling provisions only and shall not be deemed to confer any right on any member of any Company to demand or claim any dividends which, subject to the provisions of the said Act, shall be entirely at the discretion of the Boards of Directors of the respective Companies and subject to the approval of the shareholders of the respective Companies. 15. Filing of applications/petitions with the Court “Transferor Companies” and/or “Transferee Company” shall, with all reasonable diligence, make and file all necessary applications, affidavits, petitions etc., before the Hon’ble High Court/NCLT/any other appropriate authority having jurisdiction over the Scheme, as the case may be, for the obtaining the sanction to this Scheme of Amalgamation under Sections 230 to 232 of the Act and each of them shall apply for all necessary approvals as may be required under law. 16. Modification of Scheme 16.1 “Transferor Companies” and “Transferee Company” by their respective Board of Directors or any Committee thereof or any Director authorized in that behalf (hereinafter referred to as the “Delegate”) may assent to, or make, from time to time, any modifications or amendments or additions to this Scheme which the Court or any appropriate authority (ies) under law may deem fit to approve or impose and which transferee Company and Transferor Companies may in their discretion accept or such modifications or amendments or additions as transferee Company and Transferor Companies or as the case may be, their respective Delegate may deem fit, or required for the purpose of resolving any doubts or difficulties that may arise for carrying out

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this Scheme, and transferee Company and Transferor Companies by their respective Boards of Directors or Delegate are hereby authorized to do, perform and execute all acts, deeds, matters and things necessary for bringing this Scheme into effect, or review the position relating to the satisfaction of the conditions of this Scheme and if necessary, waive any of such conditions (to the extent permissible under law) for bringing this Scheme into effect. In the event that any conditions may be imposed by the Court or any authorities, which transferee Company and Transferor Companies find unacceptable for any reason, then Transferee Company and Transferor Companies shall be at liberty to withdraw the Scheme. The aforesaid powers of transferee Company and Transferor Companies may be exercised by their respective Delegates. 16.2 For the purpose of giving effect to this Scheme or to any modifications or amendments thereof or additions thereto, the Delegates (acting jointly) of transferee Company and Transferor Companies may give such directions as they may consider necessary to settle any question or difficulty arising under this Scheme or in regard to and of the meaning or interpretation of this Scheme or implementation thereof or in any matter whatsoever connected therewith (including any question or difficulty arising in connection with any deceased or insolvent shareholders, depositors of the respective Companies), or to review the position relating to the satisfaction of various conditions of this Scheme and if necessary, to waive any of those conditions (to the extent permissible under law). 17. Scheme Conditional Upon 17.1 This Scheme is conditional upon and subject to: (i) The Scheme being approved by the shareholders of the “Transferee Company” through resolution passed

in term of Para 9 (a) & (b) of Annexure I of SEBI Circular No CFD/DIL3/CIR/2017/21 dated march 10, 2017, as may be amended from time to time, provided that the same shall be acted upon only if the votes cast by the public shareholders in favour of the proposal are more than the number of votes cast by the public shareholders against it.

(ii) It being agreed to by the respective requisite majorities of members of all the “Transferor Companies” as required under the Act and the requisite orders of the Court being obtained.

(iii) It being agreed to by the respective requisite majorities of creditors and the various classes of creditors (wherever applicable) of the “Transferor Companies” and “Transferee Company” as required under the Act and the requisite orders of the Court being obtained.

(iv) In-principle approval / Observation Letter from the Stock Exchange. (v) The requisite sanctions and approvals, as may be required by law in respect of this Scheme being

obtained; and (vi) The certified copies of the orders of the Court sanctioning this Scheme being filed with the Registrar of

Companies. (vii) All other sanctions and approvals as may be required by any Applicable Law in respect of this Scheme

being obtained. 17.2 In the event of notification of provisions pertaining to the compromise and arrangements under the Companies Act, 2013, by the Central Government, during the pendency of the Scheme at any stage, the Scheme shall be governed and administered in accordance with the notification issued by the Central Government in that regard and the relevant applicable provisions of the Companies Act, 2013. It is clarified that upon such notification proceedings pending in respect of the Scheme before the NCLT shall be transferred and continued without there being any requirement or necessity of approving the Scheme or filing of applications/petitions afresh by the respective Boards. 17.3 In the event of this Scheme failing to be sanctioned by the Court and/or the order or orders or the resolutions or any other approval or sanctions not being passed as aforesaid as may be agreed by the respective Boards of Directors of Transferee Company and/or Transferor Companies, this Scheme shall stand revoked, cancelled and be of no effect and become null and void and in that event no rights and liabilities whatsoever shall accrue to or be incurred inter-se by the Companies or their shareholders or creditors or employees or any other person. In such case, all the Companies shall bear its own costs, charges and expenses or shall bear costs, charges and expenses as may be mutually agreed. 18. Effect of non-receipt of approvals In the event of any of the said sanctions and approvals referred to in clause 17above not being obtained (unless otherwise decided by the Board of Directors) and / or the Scheme not being sanctioned by the Court or such other competent authority as aforesaid, this Scheme shall stand revoked, cancelled and be of no effect, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to

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any rights and / or liabilities which might have arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifically provided in the Scheme or as may otherwise arise in law. 19. Severability If any part of this Scheme is found to be unworkable for any reason whatsoever, the same shall ubject to the decision of Transferor Companies and Transferee Company, not affect the validity or implementation of the other parts and / or provisions of this Scheme 20. Costs, charges, etc. All costs, charges and expenses including stamp duty and registration fee of any deed, document, instrument or court’s order including this Scheme or in relation to or in connection with negotiations leading upto the Scheme and of carrying out and implementing the terms and provisions of this Scheme and incidental to the completion of arrangement in pursuance of this Scheme shall be borne and paid by the “Transferee Company”

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ANNEXURE B

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ANNEXURE C

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ANNEXURE D

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ANNEXURE E

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ANNEXURE F REPORT ADOPTED BY THE BOARD OF DIRECTORS OF KUSHAL LIMITED ON SEPTEMBER 25, 2018 EXPLAINING THE EFFECT OF THE SCHEME OF AMALGAMATION ON SHAREHOLDERS, PROMOTER AND NON-PROMOTER SHAREHOLDERS AND KEY MANAGERIAL PERSONNEL 1. BACKGROUND

A. The proposed Scheme of Amalgamation of Kushal Infrastructure Private Limited (“Transferor Company 1”), Ashapura Paper Mills Private Limited (“Transferor Company 2”), Kushal Wealth Creators Private Limited (“Transferor Company 3”), Riddhi Siddhi Recyclers Private Limited (“Transferor Company 4”) with Kushal Limited (“Transferee Company”) and their respective shareholders and creditors (the “Scheme”) was approved by the Board of Directors of the Company (the “Board”) vide resolution dated May 1, 2017.

B. The provisions of Section 232(2)(c) of the Companies Act, 2013 (“Act”) requires the directors to adopt a

report explaining the effect of the Amalgamation under the Scheme on each class of shareholders, key managerial personnel; promoter and non-promoter shareholders laying out in particular the share exchange ratio, specifying any special valuation difficulties and the same is required to be circulated to the equity shareholders at the time of seeking their approval to the Scheme as may be directed by the Hon’ble National Company Law Tribunal (“NCLT”).

C. This report of the Board is accordingly prepared in pursuance to the requirements of Section 232(2)(c)

of the Act. D. The following documents were considered by the Board:

1) Draft Scheme duly initialled by the Chairman of the meeting for the purpose of Identification.

2) Copy of the Valuation Report dated April 28, 2017 issued by the Independent Valuer, namely M/s. V.

Goswami & Co. Chartered Accountants, Ahmedabad(“Valuation Report”) on the proposed Amalgamation of Kushal Infrastructure Private Limited (“Transferor Company 1”), Ashapura Paper Mills Private Limited (“Transferor Company 2”), Kushal Wealth Creators Private Limited (“Transferor Company 3”),Riddhi Siddhi Recyclers Private Limited (“Transferor Company 4”) with Kushal Limited (“Transferee Company”) and their respective shareholders and creditors (the “Scheme”).

3) Fairness Opinion dated April 29, 2017 issued by Gretex Corporate Services Private Limited, an independent Category-I Merchant Banker.

4) Certificate from the statutory auditors of the Company confirming that the Scheme is in compliance with applicable accounting treatment notified under the Companies Act, 2013 and other generally accepted principles.

5) Report of the Audit Committee dated May 01, 2017, recommending the Scheme to the Board for approval.

2. RATIONALE A. Better, efficient and economical management, control and running of the businesses, and for further

development and growth of the business of the Transferee Company ; B. The amalgamation will provide significant impetus to the growth of the Transferee Company. C. The amalgamation will lead to backward integration and synergies of operations and a stronger and wider

capital and financial base for future growth/expansion of the Transferee Company along with diversification; D. To economize on administrative and other expenses; E. To increase the efficiency of combined business by pooling of resources and their optimum utilisation,

thereby availing synergies from combined resources; F. The banks, creditors and institutions, if any, are not affected by the proposed amalgamation as their

security is maintained; G. There shall be impetus and increase in the area of sales, network of the Transferee Company; H. The combined managerial and technical expertise would enable the Transferee Company to develop a

business model that would be competitive and cogent; I. Simplification in compliance of various applicable laws and group structuring;

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J. To avoid cascading effects of multiple taxes in Proposed GST; K. Benefit of Multi Locational operation with diversification of products under one banner; L. To use the common resources for development of business of all the Companies which will reduce the

overheads and thereby improvising the financial performance 3. EFFECT OF THE SCHEME ON A. Directors: Mr. Sandeep Agrawal, Mr. Manoj Agrawal and Mr. Kushal Agrawal, Directors of the Company

are shareholders and also belongs to promoter group of the Company. - Mr. Manoj Agrawal is also holding Directorship in Kushal Infrastructure Private Limited (Transferor

Company 1) and Ashapura Paper Mills Private Limited (Transferor Company 2). He is also shareholder in Kushal Infrastructure Private Limited (Transferor Company 1), Ashapura Paper Mills Private Limited (Transferor Company 2) and Kushal Wealth Creators Private Limited (Transferor Company 3)

- Mr. Kushal Agrawal is holding Directorship in Kushal Wealth Creators Private Limited (“Transferor

Company 3”),Riddhi Siddhi Recyclers Private Limited (“Transferor Company 4”) and hold shareholding in Kushal Wealth Creators Private Limited (“Transferor Company 3”),Riddhi Siddhi Recyclers Private Limited (“Transferor Company 4”), and Kushal Infrastructure Private Limited (“Transferee Company 1”)

- Mr. Sandeep Agrawal, being Karta of Sandeep Tulsiram Agrawal HUF, hold shareholding in Kushal

Wealth Creators Private Limited (“Transferor Company 3”) - Relatives of Mr. Sandeep Agrawal, Mr. Manoj Agrawal and Mr. Kushal Agrawal, being part of Promoter

group, are interested in amalgamation to the extent of their shareholding in respective Transferor Companies.

- Independent Directors of the Company does not hold any shares, nor have any interest in the

proposed Amalgamation. B. Key Managerial Personnel: None of Key Managerial Personnel (“KMP”), other than Directors as

mentioned above have any interest in the Scheme of Amalgamation, Subject to their shareholding in Transferee Company.

C. Equity Shareholders: Equity Shareholder of Transferor Companies shall be entitled to get Equity

Shares of Kushal limited (Formerly known as Kushal Tradelink Limited) based on Valuation Report dated April 28, 2017 issued by the Independent Valuer, namely M/s. V. Goswami & Co. Chartered Accountants, Ahmedabad in ratio as :

1) 395 Equity shares of Kushal Limited of face value of ₹.2.00 each for every 100 Equity shares of Face

Value ₹10.00 each held by members in Kushal Infrastructure Private Limited. 2) 149 Equity shares of Kushal Limited of face value of ₹.2.00 each for every 100 Equity shares of Face

Value ₹10.00 each held by members in Ashapura Paper Mills Private Limited. 3) 185 Equity shares of Kushal Limited of face value of ₹.2.00 each for every 100 Equity shares of Face

Value ₹10.00 each held by members Kushal Wealth Creators Private Limited. 4) 130 Equity shares of Kushal Limited of face value of ₹.2.00 each for every 100 Equity shares of Face

Value ₹10.00 each held by members in Riddhi Siddhi Recyclers Private Limited.

D. Staff, workmen and employees: All staff, workmen and employees of the Transferor Companies in

service on the Effective Date shall be deemed to have become staff, workmen and employees of the Transferee Company with effect from the Effective Date as per terms and conditions set out in Clause 7 of the Scheme.

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E. Creditors: This Scheme of Amalgamation shall not have any adverse impact on the Creditors whether secured or unsecured, of Transferor Companies or Transferee Company.

F. No special valuation difficulties were reported. In the opinion of the Board, the Scheme will be of advantage and beneficial to the Company, its shareholders and other stakeholders and the terms thereof are fair and reasonable. By Order of the Board For Kushal Limited Sandeep Agrawal Chairman and Managing Director (Din: 00239648) Date: Ahmedabad

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ANNEXURE G

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF KUSHAL INFRASTRUCTURE PRIVATE LIMITED ON SEPTEMBER 25, 2018 EXPLAINING THE EFFECT OF THE SCHEME OF AMALGAMATION ON SHAREHOLDERS, PROMOTER AND KEY MANAGERIAL PERSONNEL 1. BACKGROUND A. The proposed Scheme of Amalgamation among Kushal Infrastructure Private Limited (“Transferor

Company 1”), Ashapura Paper Mills Private Limited (“Transferor Company 2”), Kushal Wealth Creators Private Limited (“Transferor Company 3”), Riddhi Siddhi Recyclers Private Limited (“Transferor Company 4”) with Kushal Limited (“Transferee Company”) and their respective shareholders and creditors (the “Scheme”) was approved by the Board of Directors of the Company (the “Board”) vide resolution dated May 1, 2017.

B. The provisions of Section 232(2)(c) of the Companies Act, 2013 (“Act”) requires the directors to adopt a

report explainingthe effect of the Amalgamation under the Scheme on each class of shareholders, key managerial personnel; promoter and non-promoter shareholders laying out in particular the share exchange ratio, specifying any special valuation difficulties and the same is required to be circulated to the equity shareholders at the time of seeking their approval to the Scheme as may be directed by the Hon’ble National Company Law Tribunal (“NCLT”).


of the Act. D. The following documents were considered by the Board:

1) Draft Scheme duly initialled by the Chairman of the meeting for the purpose of Identification; 2) Copy of the Valuation Report dated April 28, 2017 issued by the Independent Valuer, namely M/s.

V. Goswami & Co. Chartered Accountants, Ahmedabad (“Valuation Report”) on the proposed Amalgamation of Kushal Infrastructure Private Limited (“Transferor Company 1”), Ashapura Paper Mills Private Limited (“Transferor Company 2”), Kushal Wealth Creators Private Limited (“Transferor Company 3”), Riddhi Siddhi Recyclers Private Limited (“Transferor Company 4”) with Kushal Limited (“Transferee Company”) and their respective shareholders and creditors (the “Scheme”).

3) Certificate from the Statutory Auditors of the Company confirming that the Scheme is in compliance

with applicable accounting treatment notified under the Companies Act, 2013 and other generally accepted principles;


development and growth of the business of the Transferee Company ; B. The amalgamation will provide significant impetus to the growth of the Transferee Company. C. The amalgamation will lead to backward integration and synergies of operations and a stronger and

wider capital and financial base for future growth/expansion of the Transferee Company along with diversification;

D. To economize on administrative and other expenses; E. To increase the efficiency of combined business by pooling of resources and their optimum utilisation,



business model that would be competitive and cogent; I. Simplification in compliance of various applicable laws and group structuring; J. To avoid cascading effects of multiple taxes in Proposed GST; K. Benefit of Multi Locational operation with diversification of products under one banner; L. To use the common resources for development of business of all the Companies which will reduce the

overheads and thereby improvising the financial performance.

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3. EFFECT OF THE SCHEME ON A. Directors and Promoters: Mr. Manoj Agrawal and Ms. Komal Agrawal, Directors are shareholders and

promoters of the Company and belongs to promoters group of Kushal Limited (Transferee Company). They shall be entitled for Equity shares of Kushal Limited to the extent of their shareholding in the Company as per Share Exchange Ratio.

- Mr. Manoj Agrawal is also Director of Kushal Limited (Transferee Company) and continues as Director

of Amalgamated Company. - Ms. Komal Agrawal shall ceases to be Director and shall not be appointed on the Board of

Amalgamated Company. B. Key Managerial Personnel: None of Key Managerial Personnel (“KMP”), other than Directors as

mentioned above have any interest in the Scheme of Amalgamation. C. Equity Shareholders: Equity Shareholder of Transferor Companies shall be entitled to get Equity






Value ₹10.00 each held by members in Riddhi Siddhi Recyclers Private Limited. D. Staff, workmen and employees: All staff, workmen and employees of the Transferor Companies in


E. Creditors: This Scheme of Amalgamation shall not have any adverse impact on the Creditors whether

secured or unsecured, of Transferor Companies or Transferee Company. F. No special valuation difficulties were reported. In the opinion of the Board, the Scheme will be of advantage and beneficial to the Company, its shareholders and other stakeholders and the terms thereof are fair and reasonable. By Order of the Board For Kushal Infrastructure Private Limited Manoj Agrawal Director (DIN: 00225494)

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ANNEXURE H REPORT ADOPTED BY THE BOARD OF DIRECTORS OF ASHAPURA PAPER MILLS PRIVATE LIMITED ON SEPTEMBER 25, 2018 EXPLAINING THE EFFECT OF THE SCHEME OF AMALGAMATION ON SHAREHOLDERS, PROMOTER AND KEY MANAGERIAL PERSONNEL 1. BACKGROUND A. The proposed Scheme of Amalgamation among Kushal Infrastructure Private Limited (“Transferor

Company 1”), Ashapura Paper Mills Private Limited (“Transferor Company 2”), Kushal Wealth Creators Private Limited (“Transferor Company 3”),Riddhi Siddhi Recyclers Private Limited (“Transferor Company 4”) with Kushal Limited (“Transferee Company”) and their respective shareholders and creditors (the “Scheme”) was approved by the Board of Directors of the Company (the “Board”) vide resolution dated May 1, 2017.

B. The provisions of Section 232(2)(c) of the Companies Act, 2013 (“Act”) requires the directors to adopt

a report explainingthe effect of the Amalgamation under the Scheme on each class of shareholders, key managerial personnel; promoter and non-promoter shareholders laying out in particular the share exchange ratio, specifying any special valuation difficulties and the same is required to be circulated to the equity shareholders at the time of seeking their approval to the Scheme as may be directed by the Hon’ble National Company Law Tribunal (“NCLT”).


of the Act. D. The following documents were considered by the Board: 1) Draft Scheme duly initialled by the Chairman of the meeting for the purpose of Identification; 2) Copy of the Valuation Report dated April 28, 2017 issued by the Independent Valuer, namely M/s. V.

Goswami& Co. Chartered Accountants, Ahmedabad(“Valuation Report”) on the Proposed Amalgamation of Kushal Infrastructure Private Limited (“Transferor Company 1”), Ashapura Paper Mills Private Limited (“Transferor Company 2”), Kushal Wealth Creators Private Limited (“Transferor Company 3”),Riddhi Siddhi Recyclers Private Limited (“Transferor Company 4”) with Kushal Limited (“Transferee Company”) and their respective shareholders and creditors (the “Scheme”).

3) Certificate from the statutory auditors of the Company confirming that the Scheme is in compliance








business model that would be competitive and cogent; I. Simplification in compliance of various applicable laws and group structuring; J. To avoid cascading effects of multiple taxes in Proposed GST; K. Benefit of Multi Locational operation with diversification of products under one banner; L. To Use the common resources for development of business of all the Companies which will reducethe

overheads and thereby improvising the financial performance

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3. EFFECT OF THE SCHEME ON A. Directors and Promoters: All Three Directors are shareholders and promoters of the Company and

belongs to promoters group of Kushal Limited (Transferee Company). They shall be entitled for Equity shares of Kushal Limited to the extent of their shareholding in the Company as per Share Exchange Ratio.

a. -Mr. Manoj Agrawal is also Director of Kushal Limited (Transferee Company) and continue as Director

of Amalgamated Company. b. -Ms. Namrata Agrawal and Ms. Sangeeta Agrawal shall ceases to be Director and shall not be

appointed on the Board of Amalgamated Company. B. Key Managerial Personnel: None of Key Managerial Personnel (“KMP”), other than Directors as

mentioned above have any interest in the Scheme of Amalgamation. C. Equity Shareholders: Equity Shareholder of Transferor Companies shall be entitled to get Equity


1) 395 Equity shares of Kushal Limited of face value of ₹ 2.00 each for every 100 Equity shares of Face

Value ₹10.00 each held by members in Kushal Infrastructure Private Limited. 2) 149 Equity shares of Kushal Limited of face value of ₹ 2.00 each for every 100 Equity shares of Face

Value ₹10.00 each held by members in Ashapura Paper Mills Private Limited. 3) 185 Equity shares of Kushal Limited of face value of ₹ 2.00 each for every 100 Equity shares of Face

Value ₹10.00 each held by members Kushal Wealth Creators Private Limited. 4) 130 Equity shares of Kushal Limited of face value of ₹ 2.00 each for every 100 Equity shares of Face



E. Creditors: This Scheme of Amalgamations hall not have any adverse impact on the Creditors whether

secured or unsecured, of Transferor Companies or Transferee Company. F. No special valuation difficulties were reported. In the opinion of the Board, the Scheme will be of advantage and beneficial to the Company, its shareholders and other stakeholders and the terms thereof are fair and reasonable. By Order of the Board For Ashapura Papers Mills Private Limited Manoj Agrawal Director (DIN: 00225494)

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ANNEXURE I

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF KUSHAL WEALTH CREATORS PRIVATE LIMITED ON SEPTEMBER 25, 2018 EXPLAINING THE EFFECT OF THE SCHEME OF AMALGAMATION ON SHAREHOLDERS, PROMOTER AND KEY MANAGERIAL PERSONNEL 1. BACKGROUND A. The proposed Scheme of Amalgamation among Kushal Infrastructure Private Limited (“Transferor

Company 1”), Ashapura Paper Mills Private Limited (“Transferor Company 2”), Kushal Wealth Creators Private Limited (“Transferor Company 3”), Riddhi Siddhi Recyclers Private Limited (“Transferor Company 4”) with Kushal Limited (“Transferee Company”) and their respective shareholders and creditors (the “Scheme”) was approved by the Board of Directors of the Company (the “Board”) vide resolution dated April 30, 2017.


a report explaining the effect of the Amalgamation under the Scheme on each class of shareholders, key managerial personnel; promoter and non-promoter shareholders laying out in particular the share exchange ratio, specifying any special valuation difficulties and the same is required to be circulated to the equity shareholders at the time of seeking their approval to the Scheme as may be directed by the Hon’ble National Company Law Tribunal (“NCLT”).


of the Act. D. The following documents were considered by the Board: 1) Draft Scheme duly initialled by the Chairman of the meeting for the purpose of Identification; 2) Copy of the Valuation Report dated April 28, 2017 issued by the Independent Valuer, namely M/s. V.

Goswami& Co. Chartered Accountants, Ahmedabad(“Valuation Report”) on the proposed Amalgamation of Kushal Infrastructure Private Limited (“Transferor Company 1”), Ashapura Paper Mills Private Limited (“Transferor Company 2”), Kushal Wealth Creators Private Limited (“Transferor Company 3”),Riddhi Siddhi Recyclers Private Limited (“Transferor Company 4”) with Kushal Limited (“Transferee Company”) and their respective Shareholders and Creditors (the “Scheme”).

3) Certificate from the Statutory Auditors of the Company confirming that the Scheme is in compliance








business model that would be competitive and cogent; I. Simplification in compliance of various applicable laws and group structuring; J. To avoid cascading effects of multiple taxes in Proposed GST; K. Benefit of Multi Locational operation with diversification of products under one banner; L. To Use the common resources for development of business of all the Companies which will reduce the

overheads and thereby improvising the financial performance M.

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3. EFFECT OF THE SCHEME ON A. Directors and Promoters: Mr. Kushal Agrawal and Mr. Karan Agrawal, Directors are shareholders

and promoters of the Company and belongs to promoters group of Kushal Limited (Transferee Company). They shall be entitled to get Equity Shares of Kushal Limited to the extent of their shareholding in the Company as per Share Exchange Ratio.

-Mr. Kushal Agrawal is also Director of Kushal Limited (Transferee Company) and continue as Director of Amalgamated Company. -Mr. Karan Agrawal shall ceases to be Director and shall not be appointed on the Board of Amalgamated Company.

B. Key Managerial Personnel: None of Key Managerial Personnel (“KMP”), other than Directors as

mentioned above have any interest in the Scheme of Amalgamation. C. Equity Shareholders: All Equity Shareholders of the Company i.e. (“Transferor Company 3”) belongs

to promoter group of “Transferee Company”. They shall be entitled to get Equity Shares of Kushal limited (Formerly known as Kushal Tradelink Limited) based on Valuation Report dated April 28, 2017 issued by the Independent Valuer, namely M/s. V. Goswami & Co. Chartered Accountants, Ahmedabad in ratio as :








secured or unsecured, of Transferor Companies or Transferee Company. F. No special valuation difficulties were reported. In the opinion of the Board, the Scheme will be of advantage and beneficial to the Company, its shareholders and other stakeholders and the terms thereof are fair and reasonable. By Order of the Board For Kushal Wealth Creators Private Limited Kushal Agrawal Director (DIN: 03043294)

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ANNEXURE J REPORT ADOPTED BY THE BOARD OF DIRECTORS OF RIDDHI SIDDHI RECYCLERS PRIVATE LIMITED ON SEPTEMBER 25, 2018 EXPLAINING THE EFFECT OF THE SCHEME OF AMALGAMATION ON SHAREHOLDERS, PROMOTER AND KEY MANAGERIAL PERSONNEL 1. BACKGROUND

A. The proposed Scheme of Amalgamation of Kushal Infrastructure Private Limited (“Transferor Company 1”), Ashapura Paper Mills Private Limited (“Transferor Company 2”), Kushal Wealth Creators Private Limited (“Transferor Company 3”), Riddhi Siddhi Recyclers Private Limited (“Transferor Company 4”) with Kushal Limited (“Transferee Company”) and their respective shareholders and creditors (the “Scheme”) was approved by the Board of Directors of the Company (the “Board”) vide resolution dated April 30, 2017.


a report explaining the effect of the Amalgamation under the Scheme on each class of shareholders, key managerial personnel, promoter and non-promoter shareholders laying out in particular the share exchange ratio, specifying any special valuation difficulties and the same is required to be circulated to the equity shareholders at the time of seeking their approval to the Scheme as may be directed by the Hon’ble National Company Law Tribunal (“NCLT”).


of the Act.

D. The following documents were considered by the Board:

1) Draft Scheme duly initialled by the Chairman of the meeting for the purpose of Identification;

2) Copy of the Valuation Report dated April 28, 2017 issued by the Independent Valuer, namely M/s. V. Goswami & Co. Chartered Accountants, Ahmedabad(“Valuation Report”) on the proposed Amalgamation of Kushal Infrastructure Private Limited (“Transferor Company 1”), Ashapura Paper Mills Private Limited (“Transferor Company 2”), Kushal Wealth Creators Private Limited (“Transferor Company 3”), Riddhi Siddhi Recyclers Private Limited (“Transferor Company 4”) with Kushal Limited (“Transferee Company”) and their respective shareholders and creditors (the “Scheme”).

3) Certificate from the Statutory Auditors of the Company confirming that the Scheme is in

compliance with applicable accounting treatment notified under the Companies Act, 2013 and other generally accepted principles;

2. RATIONALE

A. Better, efficient and economical management, control and running of the businesses, and for further development and growth of the business of the Transferee Company ;

B. The amalgamation will provide significant impetus to the growth of the Transferee Company. C. The amalgamation will lead to backward integration and synergies of operations and a stronger and





business model that would be competitive and cogent; I. Simplification in compliance of various applicable laws and group structuring; J. To avoid cascading effects of multiple taxes in Proposed GST; K. Benefit of Multi Locational operation with diversification of products under one banner; L. To Use the common resources for development of business of all the Companies which will reduce

the overheads and thereby improvising the financial performance

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3. EFFECT OF THE SCHEME ON

A. Directors and Promoters: All five Directors are shareholders and promoters of the Company. Mr. Kushal Agrawal is Director and Shareholders of the Company and belongs to promoters group of Kushal Limited (Transferee Company). All Directors shall be entitled for Equity shares of Kushal Limited to the extent of their shareholding in the Company as per Share Exchange Ratio.

-Mr. Kushal Agrawal is also Director of Kushal Limited (Transferee Company) and continues as Director of Amalgamated Company. -Mr. Ketan Patel, Ms. Reeta Dave, Mr. Ketan B. Pandya and Mr. Bhupesh Shah shall ceases to be Director and shall not be appointed on the Board of Amalgamated Company.

B. Key Managerial Personnel: Key Managerial Personnel (“KMP”), other than Directors as mentioned

above have interest in the Scheme of Amalgamation subject to their Shareholding in the Company. Further, none of the Key Managerial Personnel and relatives of the Key Managerial Personnel of the Company is concerned or interested, financial or otherwise in the proposed Scheme.

C. Equity Shareholders: Equity Shareholder of Transferor Companies shall be entitled to get Equity









secured or unsecured, of Transferor Companies or Transferee Company. F. No special valuation difficulties were reported.

In the opinion of the Board, the Scheme will be of advantage and beneficial to the Company, its shareholders and other stakeholders and the terms thereof are fair and reasonable. By Order of the Board For Riddhi Siddhi Recyclers Private Limited Kushal Agrawal Director (DIN: 03043294)

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ANNEXURE K

AUDITED FINANCIALS OF KUSHAL LIMITED

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1. Reconciliation between standalone financial results as previously reported under previous GAAP and IND AS for the quarter ended and year ended 31st March, 2017 are presented as follows:

₹ in Lakhs

Particulars

Quarter ended

31.03.2017

Year To Date

Figure for the

period ended

on

31.03.2017

Net profit after tax as per Indian GAAP

(previous GAAP)

5853.69 6378.23

OCI as per Indian AS NIL NIL

Net Profit After Tax as per Indian AS 5853.69 6378.23

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ANNEXURE L

AUDITED FINANCIAL STATEMENT OF KUSHAL INFRASTRUCURE PRIVATE LIMITED

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ANNEXURE M

AUDITED FINANCIAL STATEMENT OF ASHAPURA PAPER MILLS PRIVATE LIMITED

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ANNEXURE N

AUDITED FINANCIAL STATEMENT OF KUSHAL WEALTH CREATORS PRIVATE LIMTIED

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ANNEXURE O

AUDITED FINANCIAL STATEMENT OF RIDDHI SIDDHI RECYCLERS PRIVATE LIMITED

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ANNEXURE P

This memorandum discloses applicable information of the unlisted entity i.e KUSHAL INFRASTRUCTURE PRIVATE LIMITED, in compliance with SEBI circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017. Please note that a separate memorandum is issued for each unlisted company.

KUSHAL INFRASTRUCTURE PRIVATE LIMITED (CIN: U70109GJ2010PTC061682 )

Registered Office: Survey No-1448, B/H Ayodhya Flats, Vatva Gamdi Road, Nava Vatva Ahmedabad Gujarat- 382445, Tel No: +91-79- 29294052 E-Mail: [email protected],

Contact Person: Manoj Tulsiram Agrawal

This Document is prepared to comply with the requirement of Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the SEBI Circular, and sets out the disclosures in the abridged prospectus format as provided in Part D of Schedule VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 to the extent applicable. Kushal Limited (hereinafter referred to as the "Issuing Company" or "Kushal" or the Transferee Company") is already listed on BSE Limited (hereinafter referred to as "BSE" or Stock Exchange). Pursuant to the Scheme, there is no issue of equity shares to the public at large, except to the existing Shareholders of Kushal Infrastructure Private Limited (hereinafter referred to as "KIPL" or Transferor Company 1"), Ashapura Paper Mills Private Limited (hereinafter referred to as "APMPL" or Transferor Company 2"), Kushal Wealth Creators Private Limited (hereinafter referred to as "KWCPL" or Transferor Company 3") and Riddhi Siddhi Recyclers Private Limited (hereinafter referred to as "RSRPL" or Transferor Company 4") (Transferor Company 1, Transferor Company 2, Transferor Company 3, and Transferor Company 4 are collectively hereinafter referred to as " Transferor Companies"). The equity share so issued by Kushal will be listed on the Bombay Stock Exchange under Regulation 19 of Securities Contract (Regulation) Rules, 1957, as amended. The requirement with respect to General Information Document are not applicable and this Information Memorandum should be read accordingly. You may also download this Information Memorandum along with the Scheme and the Valuation report (hereinafter referred to as the "Valuation Report") issued by V. Goswami & Co.(hereinafter referred to as the " Valuers") dated April 28, 2017 and Fairness Opinion issued by Gretex Corporate Services Private Limited dated April 29, 2017 (hereinafter referred to as the "Fairness Opinion) from the company website i.e. www.kushallimited.com and websites of the Stock Exchanges, where the equity shares issued pursuant to the Scheme are proposed to be listed i.e. www.bseindia.com.

PROMOTERS OF THE COMPANY OF THE TRANSFEROR COMPANY 1

MR. MANOJ TULSIRAM AGRAWAL, MS. KOMAL SANDEEP AGRAWAL AND MR. KUSHAL AGRAWAL

SCHEME DETAILS This is the Amalgamation of Kushal Infrastructure Private Limited (hereinafter referred to as "KIPL" or Transferor Company 1"), Ashapura Paper Mills Private Limited (hereinafter referred to as "APMPL" or Transferor Company 2"), Kushal Wealth Creators Private Limited (hereinafter referred to as "KWCPL" or Transferor Company 3") and Riddhi Siddhi Recyclers Private Limited (hereinafter referred to as "RSRPL" or Transferor Company 4") (hereinafter collectively referred as “Transferor Companies”) into KUSHAL LIMITED (hereinafter refer to as “Kushal” or “Transferee Company”) and consequent issue of equity shares by Kushal Limited to the Shareholders of Kushal Infrastructure Private Limited, Ashapura Paper Mills Private Limited, Kushal Wealth Creators Private Limited, Riddhi Siddhi Recyclers Private Limited as consideration for Amalgamation. The existing Equity Shares of the Kushal Limited (the transferee Company) are listed on the BSE Limited. New Equity shares of Kushal will be issued as consideration to shareholder of KIPL are proposed to be listed on BSE Limited (Designated stock exchange). The details with respect to the meeting of the shareholders (including Postal Ballot and e-Voting) of the Issuing Company as convened in accordance with sections 230 to 232 of the Companies Act, 2013, and e-Voting required as per the SEBI Circular and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 where the Scheme would be placed before the shareholders, will be published in the newspapers as may be directed by the Hon'ble National Company Law Tribunal ("NCLT"), Bench at Ahmedabad. Details about the basis for the swap of equity shares in accordance with the scheme and the Valuation Report


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and Fairness Opinion are available on the websites of the Issuing Company and BSE.

NAME OF STATUTORY AUDITOR M/s Taral Shah & Associates, Chartered Accountants in Ahmedabad (FRN: 131700W)

PROMOTER OF TRANSFEROR COMPANY 1

Mr. Manoj Agrawal Mr. Manoj Agrawal, aged 52 years, is the Promoter- Director of the company. He holds a Bachelor’s degree in Commerce from Gujarat University. He has a professional experience of 26 years and his functional responsibility involves handling the overall operations including Marketing Management and Business Development. He holds directorship in Kushal Limited and Ashapura Paper Mills Private Limited. Ms. Komal Sandeep Agrawal Ms. Komal Sandeep Agrawal, aged 24 years, is the Promoter-Director of the company. She holds an Degree of Advanced Diploma in Interior Design from Raffles college of Higher Education and Degree of Bachelor of Design from Raffles college of Design and Commerce affiliates from Australia. Mr. Kushal Agrawal Mr. Kushal Agrawal, aged 27 years, is the Promoter of the Company. He holds a Bachelor’s degree in Business Administration from Ahmedabad University and Degree of Master of Science from University of Leeds, U.K. After completing his education, he joined his family business and assisted in implementing business process, financial management, defining company direction, change and optimizing business procedures. His role in the company primarily consists of Business Development, overall supervision of all of the company’s operational and financial activities. He also hold directorship in Riddhi Siddhi Recyclers Private Limited, Kushal Wealth Creators Private Limited and Kushal Limited. He is also Designated partner in Kushal Integrated Industrial Park LLP and Nailed Construction LLP.

BUSINESS MODEL / BUSINESS OVERVIEW AND STRATEGY: Kushal Infrastructure Private Limited was originally incorporated as Riddhi Siddhi Paper Mills Private Limited as on July 20, 2010 under Companies Act, 1956 issued by the Assistant Registrar of Companies, Gujarat, Dadra and Nagar Havelli. Subsequently, the name of Company was changed from Riddhi Siddhi Paper Mills Private Limited to Kushal Infrastructure Private Limited and consequent upon change of name, the Company obtained a Fresh Certificate of Incorporation dated January 10, 2011 issued by Deputy Registrar of Companies Gujarat, Dadra and nagar Havelli. The Corporate Identification Number of the Company is U70109GJ2010PTC061682 KIPL is engaged in the business of construction and real estate for development in and around Ahmedabad with a vision to design and build such Commercial Residential Buildings, Industrial, Infrastructure projects at various locations. The company developed and handover its 1st project in well-known industrial area of changodar in Ahmedabad with the modern and infrastructurally superior Kushal Industrial Park. The Industrial sheds at the Industrial Park provide local level entrepreneurs the chance to conduct their business out of a well-planned and well-connected area complete with a network of roads and other basic facilities round-the-clock. Presently, the division is engaged in the completion of another important project named ‘Kushal Awaas’. Kushal Awaas aims to provide quality options in affordable housing.

BOARD OF DIRECTORS Sr. No

Name Designation Address

1. Manoj Tulsiram Agrawal (DIN: 00225494)

Executive Director

3, Royal Crescent, Near Asopalav Bunglows, Thaltej, Ahmedabad 380059 Gujarat

2. Komal Sandeep Agrawal (DIN: 06386821)

Executive Director

36- Royal Enclave, Nr. Asopalav Bunglows, Thaltej, Ahmedabad, 380059, Gujarat.

Share Holding Pattern:

Sr. No. Particulars No of Shares % Holding 1. Promoter & Promoter Group 90,000 100.00 2. Others 0.00 0.00

Total 90,000 100.00

http://www.mca.gov.in/mcafoportal/companyLLPMasterData.do

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Audited financials for last 3 years:

(Amount in Lakh)

Particulars FY 2017-

18 FY 2016-

17 FY 2015-

16 Total Income from Operations (Net) 108.85 100.92 0.00 Net Profit/ (loss) Before Tax and Extraordinary Items 8.00 7.26 0.00 Net Profit/ (loss) After Tax and Extraordinary Items 5.11 2.60 0.06 Equity Share Capital 9.00 9.00 9.00 Reserves & Surplus 127.30 122.19 119.59 Total Assets (Total Assets-Misc Exps) 4223.80 3121.03 2239.89 Total Liabilities (other than Equity and Reserves and Surplus) 4087.50 2989.84 2111.30 Total No of Shares 90000 90000 90000 Basis Earning Per Share (Rs) 5.68 2.89 0.07 Diluted Earnings Per Share (Rs) 5.68 2.89 0.07 Return On Net Worth (%) 1.91% 1.98% 0.05% Net Assets Value Per Share (Rs) 151.45 145.77 142.88

INTERNAL RISK FACTOR 1. Generally the construction and infrastructure projects are always get delayed, the delay in completion

of project will increase the interest burden on the company and delay the recovery from the client, which will affect the financial position of the company.

2. Strict compliances of Real Estate (Regulation and Development) Act, 2016 (RERA) is required to be done in case of construction projects. Any lapses in compliances of RERA will affect the reputation, financial position and increase the personal liability of promoters and Directors.

3. The price fluctuation in cement, steel and other construction material will adversely affect the profitability of company.

4. Our business is labour oriented business, our operations could be adversely affected by work stoppages or increased wage demands by our employees or any other kind of disputes with our employees.

5. We may be seriously affected by delays in the collection of receivables from our clients and may not be able to recover adequately on our claims.

6. Our business requires high working capital. In case there are insufficient cash flows to meet our requirement or our inability to arrange the same from other sources, there may be an adverse impact on the results of our operations.

Summary of Outstanding Litigations, Claims and Regulatory Actions

A. Total number of outstanding litigations against the company and amount involved : NIL B. Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges against the Promoters /

Group companies in last 5 financial years including outstanding action, if any: NIL C. Brief details of outstanding criminal proceedings against Promoters: NIL

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This memorandum discloses applicable information of the unlisted entity i.e ASHAPURA PAPER MILLS PRIVATE LIMITED, in compliance with SEBI circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017. Please note that a separate memorandum is issued for each unlisted company.

ASHAPURA PAPER MILLS PRIVATE LIMITED

(CIN: U21020GJ2010PTC061144) Registered Office: Survey No. 202, Nr. Lion Farms, At: Nani Reldi, Ta: Bhuj - 370105, Gujarat

Tel No: +91-9099916409, E-Mail: [email protected], Contact Person: Manoj Tulsiram Agrawal

This Document is prepared to comply with the requirement of Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the SEBI Circular, and sets out the disclosures in the abridged prospectus format as provided in Part D of Schedule VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 to the extent applicable. Kushal Limited (hereinafter referred to as the "Issuing Company" or "Kushal or the Transferee Company") is already listed on BSE Limited (hereinafter referred to as "BSE" or Stock Exchange). Pursuant to the Scheme, there is no issue of equity shares to the public at large, except to the existing Shareholders of Kushal Infrastructure Private Limited (hereinafter referred to as "KIPL" or Transferor Company 1"), Ashapura Paper Mills Private Limited (hereinafter referred to as "APMPL" or Transferor Company 2"), Kushal Wealth Creators Private Limited (hereinafter referred to as "KWCPL" or Transferor Company 3") and Riddhi Siddhi Recyclers Private Limited (hereinafter referred to as "RSRPL" or Transferor Company 4") (Transferor Company 1, Transferor Company 2, Transferor Company 3, and Transferor Company 4 are collectively hereinafter referred to as " Transferor Companies"). The equity share so issued by Kushal will be listed on the Bombay Stock Exchange under Regulation 19 of Securities Contract (Regulation) Rules, 1957, as amended. The requirement with respect to General Information Document are not applicable and this Information Memorandum should be read accordingly. You may also download this Information Memorandum along with the Scheme and the Valuation report (hereinafter referred to as the "Valuation Report") issued by V. Goswami & Co.(hereinafter referred to as the " Valuers") dated April 28, 2017 and Fairness Opinion issued by Gretex Corporate Services Private Limited dated April 29, 2017 (hereinafter referred to as the "Fairness Opinion) from the company website i.e www.kushallimited.com and websites of the Stock Exchanges, where the equity shares issued pursuant to the Scheme are proposed to be listed i.e. www.bseindia.com.


MR. MANOJ TULSIRAM AGRAWAL, MRS. SANGITA MANOJ AGRAWAL AND MRS. NAMRATA SANDEEP AGRAWAL

SCHEME DETAILS

This is the Amalgamation of Kushal Infrastructure Private Limited (hereinafter referred to as "KIPL" or Transferor Company 1"), Ashapura Paper Mills Private Limited (hereinafter referred to as "APMPL" or Transferor Company 2"), Kushal Wealth Creators Private Limited (hereinafter referred to as "KWCPL" or Transferor Company 3") and Riddhi Siddhi Recyclers Private Limited (hereinafter referred to as "RSRPL" or Transferor Company 4") (hereinafter collectively referred as “Transferor Companies”) into KUSHAL LIMITED (hereinafter refer to as “Kushal” or “Transferee Company”) and consequent issue of equity shares by Kushal Limited to the Shareholders of KUSHAL INFRASTRUCTURE PRIVATE LIMITED, ASHAPURA PAPER MILLS PRIVATE LIMITED, KUSHAL WEALTH CREATORS PRIVATE LIMITED, RIDDHI SIDDHI RECYCLERS PRIVATE LIMITED as consideration for Amalgamation. The existing Equity Shares of the Kushal Limited (the transferee Company) are listed on the BSE Limited. New Equity shares of Kushal will be issued as consideration to shareholder of APMPL are proposed to be listed on BSE Limited (Designated stock exchange). The details with respect to the meeting of the shareholders (including Postal Ballot and e-Voting) of the Issuing Company as convened in accordance with sections 230 to 232 of the Companies Act, 2013, and e-Voting required as per the SEBI Circular and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 where the Scheme would be placed before the shareholders, will be published in the newspapers as may be directed by the Hon'ble National Company Law Tribunal ("NCLT"), Bench at Ahmedabad. Details about the basis for the swap of equity shares in accordance with the scheme and the Valuation Report and Fairness Opinion are available on the websites of the Issuing Company and BSE.

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PROMOTER OF TRANSFEROR COMPANY 2

Mr. Manoj Agrawal Mr. Manoj Agrawal, aged 52 years, is the Promoter- Director of the company. He holds a Bachelor’s degree in commerce from Gujarat University. He has a professional experience of 26 years and his functional responsibility involves handling the overall operations including Marketing Management and Business Development. He also hold directorship in Kushal Limited and Kushal Infrastructure Private Limited. Mrs Sangita Manoj Agrawal Mrs Sangita Manoj Agrawal, aged 49 years is the Promoter –Director of the company. She holds a Bachelor’s degree in commerce. She looks after human resource management of the company for effective and efficient working of the company and also shoulders with other responsibilities of the company. Mrs. Namrata Sandeep Agrawal Mrs. Namrata Sandeep Agrawal, aged 47 years is the Promoter –Director of the company. She also hold Bachelor’s degree in commerce. She is engaged in several initiatives that have strengthened the company's day to day business operations including company affairs.

BUSINESS MODEL / BUSINESS OVERVIEW AND STRATEGY: Ashapura Paper Mills Private Limited is incorporated on June 17, 2010 under Companies Act, 1956 issued by the Assistant Registrar of Companies, Gujarat, Dadra and Nagar Haveli. The Corporate Identification Number of the Company is U21020GJ2010PTC061144. The company is engaged in the business of manufacturing of high-quality Kraft Paper and 100% of the production is made from waste paper.



1 Manoj Tulsiram Agrawal (DIN: 00225494)

Executive Director


2 Sangita Manoj Agrawal (DIN: 00225724)

Executive Director


3 Namrata Sandeep Agrawal (DIN: 00225750)

Executive Director

36, Royal Enclave, Nr. Asopalav Bungalows, Thaltej, Ahmedabad, 380059, Gujarat

Share Holding Pattern:

Sr.

Particulars No of Shares % Holding 1. Promoter & Promoter Group 25,00,000 100.00 2. Others 0.00 0.00

Total 25,00,000 100.00 Audited financials for last 3 years:

(Amount in Lakh) Particulars FY 2017-18 FY 2016-17 FY 2015-16 Total Income from Operations (Net) 9521.10 5100.63 7535.52 Net Profit/ (loss) Before Tax and Extraordinary Items 21.56 142.50 219.61 Net Profit/ (loss) After Tax and Extraordinary Items 8.93 98.47 166.97 Equity Share Capital 250.00 250.00 250.00 Reserves & Surplus 1042.31 1033.38 930.99 Total Assets (Total Assets-Misc Exps) 5080.59 5258.61 5630.95 Total Liabilities (other than Equity and Reserves and Surplus) 3788.28 3975.23 4450.17 Total No of Shares 2500000 2500000 2500000 Basis Earning Per Share (Rs) 0.36 3.94 6.68 Diluted Earnings Per Share (Rs) 0.36 3.94 6.68 Return On Net Worth (%) 0.69% 7.67% 14.14% Net Assets Value Per Share (Rs) 51.69 51.34 47.23


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INTERNAL RISK FACTOR 1. There are certain legal cases in respect of VAT (Value Added Tax), any adverse decision in this

regard may impact financial position of the company. 2. Due to the extensive use of latest technology the use of paper product is reducing day by day which

may affected our turnover, profit, etc. 3. Our Company is dependent on third party transportation providers for the supply of raw materials,

finished goods and delivery of products. 4. Decline in prices of our products may reduce our profit margins. 5. Our Company faces stiff competition in our business from organized and unorganized players, which

may adversely affect our business operation and financial condition.

Summary of Outstanding Litigations, Claims and Regulatory Actions A. Total number of outstanding litigations against the company and amount involved: Company has received

2 demand Notices in respect of recovery of VAT and Central Tax aggregating to Rs. 197.66 Lacs. B. Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges against the Promoters /

Group companies in last 5 financial years including outstanding action, if any: NIL C. Brief details of outstanding criminal proceedings against Promoters: NIL

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This memorandum discloses applicable information of the unlisted entity i.e KUSHAL WEALTH CREATORS PRIVATE LIMITED, in compliance with SEBI circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017. Please note that a separate memorandum is issued for each unlisted company.

KUSHAL WEALTH CREATORS PRIVATE LIMITED

(CIN: U21093GJ2014PTC081079) Registered Office: Block No: 663-664, Village: Bhavda, NH No- 59 Kanbha Kujad Highway,

Ahmedabad - 382433 Gujarat Tel No: +91-7573033203, E-Mail: [email protected],

Contact Person: Mr. Kushal Agrawal



Mr. Kushal Agrawal AND Mr. Karan Agrawal

SCHEME DETAILS This is the Amalgamation of Kushal Infrastructure Private Limited (hereinafter referred to as "KIPL" or Transferor Company 1"), Ashapura Paper Mills Private Limited (hereinafter referred to as "APMPL" or Transferor Company 2"), Kushal Wealth Creators Private Limited (hereinafter referred to as "KWCPL" or Transferor Company 3") and Riddhi Siddhi Recyclers Private Limited (hereinafter referred to as "RSRPL" or Transferor Company 4") (hereinafter collectively referred as “Transferor Companies”) into KUSHAL LIMITED (hereinafter refer to as “Kushal” or “Transferee Company”) and consequent issue of equity shares by Kushal Limited to the Shareholders of KUSHAL INFRASTRUCTURE PRIVATE LIMITED, ASHAPURA PAPER MILLS PRIVATE LIMITED, KUSHAL WEALTH CREATORS PRIVATE LIMITED, RIDDHI SIDDHI RECYCLERS PRIVATE LIMITED as consideration for Amalgamation The existing Equity Shares of the Kushal Limited (the transferee Company) are listed on the BSE Limited. New Equity shares of Kushal will be issued as consideration to shareholder of KWCPL are proposed to be listed on BSE Limited (Designated stock exchange). The details with respect to the meeting of the shareholders (including Postal Ballot and e-Voting) of the Issuing Company as convened in accordance with sections 230 to 232 of the Companies Act, 2013, and e-Voting required as per the SEBI Circular and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 where the Scheme would be placed before the shareholders, will be published in the newspapers as may be directed by the Hon'ble National Company Law Tribunal ("NCLT"), Bench at Ahmedabad. Details about the basis for the swap of equity shares in accordance with the scheme and the Valuation Report and Fairness Opinion are available on the websites of the Issuing Company and BSE.

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PROMOTER OF TRANSFEROR COMPANY 3 Mr. Kushal Agrawal Mr. Kushal Agrawal, aged 27 years, is the Promoter of the Company. He holds a Bachelor’s degree in Business Administration from Ahmedabad University and Degree of Master of Science from University of Leeds, U.K. After completing his education, he joined his family business and assisted in implementing business process, financial management, defining company direction, change and optimizing business procedures. His role in the company primarily consists of Business Development, overall supervision of all of the company’s operational and financial activities. He also hold directorship in Riddhi Siddhi Recyclers Private Limited and Kushal Limited. He is also Designated partner in Kushal Integrated Industrial Park LLP and Nailed Construction LLP. Mr. Karan Agrawal Mr. Karan Agrawal, aged 23 years, is the Promoter and Director of the Company, holds Bachelor’s degree in Business Administration from B. K. Majumdar Institute of Business Administration, Ahmedabad University. He is young, dynamic with commendable communication and presentation skills. He look after manufacturing, logistics and trading activities of the company.

BUSINESS MODEL / BUSINESS OVERVIEW AND STRATEGY: Kushal Wealth Creators Private Limited is incorporated on October 20, 2014 under Companies Act, 1956 issued by the Assistant Registrar of Companies, Gujarat. The Corporate Identification Number of the Company is U21093GJ2014PTC081079. Company is engaged in Manufactures of Kraft Paper.



1. Kushal Manoj Agrawal (DIN: 03043294)

Executive Director

3, Royal Crescent, Near Asopalav Bunglows, Thaltej, Ahmedabad 380059, Gujarat

2. Karan Mahendra Agrawal (DIN: 06612600)

Executive Director

5, Royal Crescent, Nr. Asopalav Bunglows, Thaltej, Ahmedabad, 380059, Gujarat

SHARE HOLDING PATTERN

Sr.

Particulars No of Shares % Holding 1. Promoter & Promoter Group 636000 100.00 2. Others 0.00 0.00

Total 636000 100.00 Audited financials for last 3 years:

(Amount in Lakh) Particulars FY 2017-18 FY 2016-17 FY 2015-16 Total Income from Operations (Net) 3352.87 245.61 0.00 Net Profit/ (loss) Before Tax and Extraordinary Items 16.52 7.05 0.00 Net Profit/ (loss) After Tax and Extraordinary Items (10.72) (14.37) 0.00 Equity Share Capital 63.60 63.60 63.60 Reserves & Surplus 538.31 549.03 563.40 Total Assets (Total Assets-Misc Exps) 1738.70 1517.41 757.16 Total Liabilities (other than Equity and Reserves and Surplus) 1136.79 904.78 130.16 Total No of Shares 636000 636000 636000 Basis Earning Per Share (Rs) 0.00 0.00 0.00 Diluted Earnings Per Share (Rs) 0.00 0.00 0.00 Return On Net Worth (%) (1.78)% (2.35)% 0.00% Net Assets Value Per Share (Rs) 96.64 96.33 95.07



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Summary of Outstanding Litigations, Claims and Regulatory Actions

A. Total number of outstanding litigations against the company and amount involved : NIL B. Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges against the Promoters

/ Group companies in last 5 financial years including outstanding action, if any: NIL C. Brief details of outstanding criminal proceedings against Promoters: NIL

INTERNAL RISK FACTOR 1. We are a company with limited operating history. 2. Due to the extensive use of latest technology, the use of paper product is reducing day by day which

may affected our turnover, profit, etc. 3. Our Company is dependent on third party transportation providers for the supply of raw materials,

finished goods and delivery of products. 4. Decline in prices of our products may reduce our profit margins. 5. Our Company faces stiff competition in our business from organized and unorganized players, which


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This memorandum discloses applicable information of the unlisted entity i.e RIDDHI SIDDHI RECYCLERS PRIVATE LIMITED, in compliance with SEBI circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017. Please note that a separate memorandum is issued for each unlisted company.

RIDDHI SIDDHI RECYCLERS PRIVATE LIMITED

(CIN: U21023GJ2007PTC050146) Registered Office: 725, Kheda Dholka Road, Nr. Kheda Industrial Park, At. Po. Vasna Bujarg, Kheda -

387560 Tel No: +91-9687670415-416-417, E-Mail: [email protected], Contact Person: Mr. Kushal Agrawal and Mr. Ketan B Pandya



Mr. Kushal Agrawal, Mr. Ketan Pandya, Mr. Ketan Gunvantbhai Patel, Mrs. Reeta Mahesh Dave And Mr. Bhupesh Sanatkumar Shah

SCHEME DETAILS

This is the Amalgamation of Kushal Infrastructure Private Limited (hereinafter referred to as "KIPL" or Transferor Company 1"), Ashapura Paper Mills Private Limited (hereinafter referred to as "APMPL" or Transferor Company 2"), Kushal Wealth Creators Private Limited (hereinafter referred to as "KWCPL" or Transferor Company 3") and Riddhi Siddhi Recyclers Private Limited (hereinafter referred to as "RSRPL" or Transferor Company 4") (hereinafter collectively referred as “Transferor Companies”) into KUSHAL LIMITED (hereinafter refer to as “Kushal” or “Transferee Company”) and consequent issue of equity shares by Kushal Limited to the Shareholders of KUSHAL INFRASTRUCTURE PRIVATE LIMITED, ASHAPURA PAPER MILLS PRIVATE LIMITED, KUSHAL WEALTH CREATORS PRIVATE LIMITED, RIDDHI SIDDHI RECYCLERS PRIVATE LIMITED as consideration for Amalgamation The existing Equity Shares of the Kushal Limited (the transferee Company) are listed on the BSE Limited. New Equity shares of Kushal will be issued as consideration to shareholder of RSRPL are proposed to be listed on BSE Limited (Designated stock exchange). The details with respect to the meeting of the shareholders (including Postal Ballot and e-Voting) of the Issuing Company as convened in accordance with sections 230 to 232 of the Companies Act, 2013, and e-Voting required as per the SEBI Circular and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 where the Scheme would be placed before the shareholders, will be published in the newspapers as may be directed by the Hon'ble National Company Law Tribunal ("NCLT"), Bench at Ahmedabad. Details about the basis for the swap of equity shares in accordance with the scheme and the Valuation Report and Fairness Opinion are available on the websites of the Issuing Company and BSE.


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NAME OF STATUTORY AUDITOR M/s Taral Shah & Associates, Chartered Accountants, (FRN: 131700W)

PROMOTER OF TRANSFEROR COMPANY

Mr. Kushal Agrawal Mr. Kushal Agrawal, aged 27 years, is the Promoter of the Company. He holds a Bachelor’s degree in Business Administration from Ahmedabad University and Degree of Master of Science from University of Leeds, U.K. After completing his education, he joined his family business and assisted in implementing business process, financial management, defining company direction, change and optimizing business procedures. His role in the company primarily consists of Business Development, overall supervision of all of the company’s operational and financial activities. He also hold directorship in Kushal Wealth Creators Private Limited and Kushal Limited. He is also Designated partner in Kushal Integrated Industrial Park LLP and Nailed Construction LLP. Mr. Ketan Pandya Mr. Ketan Pandya is a young and energetic promoter with the age of 47 years. He holds a Bachelor’s degree in Commerce from Gujarat University. He is engaged in the business of Paper since 1996 and is mainly engaged in the business of trading of paper (especially in waste paper and newsprint).Further he is also having experience of manufacturing of duplex paper and was being a partner engaged in Shree Shakti Paper Corporation a duplex board mfg. unit at Ankleshwar. He looks after the production at plant in the company. Mr. Ketan Gunvantbhai Patel Mr. Ketan Gunvantbhai Patel is also a young promoter with an age of 49 years. He hold Bachelors degree of Commerce. He is also engaged in the business of waste paper since 1996, He is looking after the procurements/purchases at the unit. Mrs. Reeta Mahesh Dave Mrs. Reeta Mahesh Dave aged 48 years, is the only lady promoter and having good administrative skills. She is holding Bachelor’s degree in commerce from University of Bombay. She is handling the management aspects of the unit. Mr. Bhupesh Sanatkumar Shah Mr. Bhupesh Sanatkumar Shah aged 43 years. He is a dynamic businessman with an experience of almost 16 years in the line of paper. He looks after the Production department at plant. He is running his own business of paper trading in the name and style of M/s. B. S. Enterprise since last 15 years.

BUSINESS MODEL / BUSINESS OVERVIEW AND STRATEGY: Riddhi Siddhi Recyclers Private Limited was originally incorporated as Alka Petrochemicals Private Limited on March 5, 2007 under Companies Act, 1956 issued by Registrar of Companies, Gujarat, Dadra and Nagar Haveli. Subsequently, the Company is converted into a Public Limited Company by deleting word ‘private limited’ and obtained fresh certificate of Incorporation dated March 15, 2007 issued by Registrar of Companies, Gujarat, Dadra and Nagar Haveli. Subsequently, Company converted into a Private limited Company and obtained a Fresh Certificate of Incorporation dated October 15, 2011 issued by Registrar of Companies, Gujarat, Dadra and Nagar Haveli. Subsequently the name of the Company was changed from “Alka Petrochemicals Private Limited” to “Riddhi Siddhi Recyclers Private Limited” and consequent upon change of name, the Company obtained a Fresh Certificate of Incorporation dated October 22, 2011 issued by Registrar of Companies, Gujarat, Dadra and Nagar Haveli. The Corporate Identification Number of the Company is U21023GJ2007PTC050146. The company is engaged in the business of manufacturing high-quality Kraft Paper.



1. Kushal Manoj Agrawal (DIN: 03043294)

Executive Director

3, Royal Crescent, Near Asopalav Bunglows, Thaltej, Ahmedabad - 380059, Gujarat

2. Ketan Bhanuprasad Pandya (DIN: 02232371)

Executive Director

404, Atithi Annexe, 1, Jain Society, Opp: Pritamnagar Akhada, Ellisbridge, Ahmedabad - 380006, Gujarat


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3. Ketan Gunvantbhai Patel (DIN: 02992005 )

Executive Director

43, Girdharnagar Society, Shahibaug Road Shahibaug, Ahmedabad - 380004 Gujarat

4. Reeta Mahesh Dave (DIN: 02991994 )

Executive Director

40 A/B Old Nagardas Road, Dhiraj Bldg, 3rd Floor, Room No, Andheri East Mumbai - 400069, Maharashtra

5. Bhupesh Sanatkumar Shah (DIN: 02358008)

Executive Director

11, Vinay Park, Near Pragati Bank, Nizampura, Baroda - 390002, Gujarat

SHARE HOLDING PATTERN

Sr.

Particulars No of Shares % Holding 1. Promoter & Promoter Group 16,26,300 42.27 2. Others 22,21,200 57.74

Total 38,47,500 100.00 AUDITED FINANCIALS FOR LAST 3 YEARS

(Amount in Lakh) Particulars FY 2017-18 FY 2016-17 FY 2015-16 Total Income from Operations (Net) 15813.09 13852.50 13658.55 Net Profit/ (loss) Before Tax and Extraordinary Items 31.34 130.57 121.08 Net Profit/ (loss) After Tax and Extraordinary Items 30.53 116.47 94.68 Equity Share Capital 384.75 384.75 384.75 Reserves & Surplus 1320.25 1289.72 1173.25 Total Assets (Total Assets-Misc Exps) 12942.94 11391.01 10777.93 Total Liabilities 11237.94 9716.54 9219.94 Total No of Shares 3847500 3847500 3847500 Basis Earning Per Share (Rs) 0.79 3.03 2.46 Diluted Earnings Per Share (Rs) 0.79 3.03 2.46 Return On Net Worth (%) 1.79% 6.96% 6.08% Net Assets Value Per Share (Rs) 44.31 43.52 40.46

INTERNAL RISK FACTOR 1. We are using raw material purchased from domestic as well as international markets and sale our

product in domestic and international markets. Any fluctuation in the foreign currency will adversely affect our financial conditions and profitability.

2. Our inability to meet our obligations, including financial and other covenants under our debt financing arrangements, could adversely affect our business and results of operations.

3. Due to the extensive use of latest technology the use of paper product is reducing day by day which may affected our turnover, profit, etc.

4. Our Company is dependent on third party transportation providers for the supply of raw materials, finished goods and delivery of products.

5. Decline in prices of our products may reduce our profit margins. 6. Our Company faces stiff competition in our business from organized and unorganized players, which


Summary of Outstanding Litigations, Claims and Regulatory Actions A. Total number of outstanding litigations against the company and amount involved : Nil B. Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges against the Promoters

/ Group companies in last 5 financial years including outstanding action, if any: NIL C. Brief details of outstanding criminal proceedings against Promoters: NIL

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CIN: L74110GJ2000PLC037472

Reg Office: Kushal House, Plot No. 115, Off. C.G. Road, Navrangpura, Ahmedabad- 380009, Gujarat. Phone: 079-26408027Email: [email protected] website: www.kushallimited.com









KUSHAL LIMITED (CIN: L74110GJ2000PLC037472), A company incorporated under the provisions of the Companies Act, 1956 and having its registered office at “Kushal House” Plot No 115, Off C.G. Road, Navrangpura Ahmedabad -GJ 380009 APPLICANT /TRANSFERRE COMPANY

PROXY FORM

Venue Ahmedabad Management Association, ATIRA Campus, Dr Vikram Sarabhai Marg, University Area, Ahmedabad, Gujarat-380015

Day, Date & Time Tuesday, October 30, 2018 at 11.30 A.M Name of Secured Creditor (s):

Registered Address:

I/We _____________________________________________ of ____________________________________ being the Secured Creditor of Kushal Limited hereby appoint the following as my/our Proxy to attend and vote on a poll for me/us and on my/our behalf at meeting of the Secured Creditor of the Company convened pursuant to the order of the Hon’ble National Company Law Tribunal, Ahmedabad Bench, to be held on Tuesday, October 30, 2018 at 11.30 A.M and at any adjournment thereof in respect of the resolution as indicated below; 1. Name: ____________________________ E-mail Id:___________________________

Address: __________________________ Signature___________________________ or failing him/her

2. Name: ____________________________ E-mail Id:___________________________

Address: __________________________ Signature ___________________________


http://www.kushallimited.com/

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or failing him/her

3. Name: ____________________________ E-mail Id:___________________________ Address: __________________________ Signature ___________________________

I/We direct my/our Proxy to vote on the Resolution in the manner as indicated below: Res. No.

Description For* Against*

1 To Approve the Scheme of Amalgamation of Kushal Infrastructure Private Limited (“Transferor Company 1”), Ashapura Paper Mills Private Limited (“Transferor Company 2”), Kushal Wealth Creators Private Limited (“Transferor Company 3”), Riddhi Siddhi Recyclers Private Limited (“Transferor Company 4”) with Kushal Limited (Formerly known as Kushal Tradelink Limited) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

This is optional. Please put a tick mark (√) in the appropriate column against the resolution indicated in the box. If a Creditor leaves the “For” or “Against” column blank against the Resolution, the proxy will be entitled to vote in the manner he/she thinks appropriate. Signature of Secured Creditor (s) ________________________ Signature of Proxy holder(s) _________________________ Signed this _________________ day of _________________ 2018

AFFIX Revenue Stamp Of ₹ 1

Notes:

1. The form of Proxy in order to be effective should be duly completed and deposited at the Registered office of the company not less than FORTY EIGHT HOURS before the commencement of the Meeting.

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CIN: L74110GJ2000PLC037472 Reg Office: Kushal House, Plot No. 115, Off. C.G. Road, Navrangpura, Ahmedabad- 380009, Gujarat.

Phone: 079-26408027Email: [email protected] website: www.kushallimited.com

ATTENDANCE SLIP

MEETING OF THE SECURED CREDITOR OF THE COMPANY CONVENED PURSUANT TO THE ORDER OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, AHMEDABAD BRANCH

Venue Ahmedabad Management Association, ATIRA Campus, Dr Vikram Sarabhai Marg, University Area, Ahmedabad, Gujarat-380015

Day, Date & Time Tuesday, October 30, 2018 at 11:30 A.M I/We hereby record my/our presence at the Meeting of the Secured Creditor of the Company, convened pursuant to an Order dated September 20, 2018 of Hon’ble National Company Law Tribunal, Ahmedabad Bench at Ahmedabad Management Association, ATIRA Campus, Dr Vikram Sarabhai Marg, University Area, Ahmedabad, Gujarat-380015 on Tuesday, October 30, 2018 at 11:30 A.M. Name and address of the Secured Creditor

Email ID

I certify that I am a Secured Creditor / proxy of the Secured Creditor of the Company.

Secured Creditor / Proxy’s name in Block Letters

Secured Creditor / Proxy’s Signature

Note:

1. Only Secured Creditor /Proxy holder can attend the Meeting. 2. Please fill in attendance slip and hand it over at the entrance of the hall. 3. A Secured Creditor/Proxy holder attending the meeting should bring copy of the Notice for reference at

the meeting.


http://www.kushallimited.com/