FULFORD (INDIA) LIMITED · and extinguishment of the equity shares of the Company held by such Public Shareholders pursuant to the Capital Reduction, in accordance with applicable

Fulford (India) Limited 1

NOTICE

NOTICE IS HEREBY GIVEN THAT THE FIRST EXTRA-ORDINARY GENERAL MEETING FOR THE FINANCIAL YEAR 2018-19 OF FULFORD (INDIA) LIMITED WILL BE HELD ON MONDAY, FEBRUARY 18, 2019 AT 11.00 A.M. AT IMC CHAMBER OF COMMERCE AND INDUSTRY, IMC BUILDING, IMC MARG, CHURCHGATE, MUMBAI – 400 020, MAHARASHTRA, TO TRANSACT THE FOLLOWING BUSINESS:

SPECIAL BUSINESS:

ITEM NO. 1: APPROVAL FOR REDUCTION OF THE EqUITY SHARE CAPITAL OF THE COMPANY UNDER SECTION 66 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER:

RESOLUTION 1

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Section 66 and other applicable provisions of the Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof for the time being in force) and the rules made thereunder (the “Act”), read with Article 8 of the Articles of Association of Fulford (India) Limited (“the Company”); and subject to the confirmation by the Hon’ble National Company Law Tribunal (“NCLT”); and such other approvals as may be required and subject to the terms and conditions and modifications, if any, as may be prescribed by the NCLT and any other appropriate authority while granting approval or confirmation, and which may be agreed to by the Board of Directors of the Company, consent of the shareholders of the Company (“Member / Members”) be and is hereby accorded, by way of a Special Resolution, to reduce the issued, subscribed and paid-up equity share capital of the Company from INR 3,90,00,000/- (Rupees Three Crores Ninety Lakhs only) consisting of 39,00,000 (Thirty Nine Lakhs) equity shares of INR 10 (Rupees Ten only) each to INR 3,76,60,070/- (Rupees Three Crores Seventy Six Lakhs Sixty Thousand and Seventy only) consisting of 37,66,007 (Thirty Seven Lakhs Sixty Six Thousand and Seven) equity shares of INR 10 (Rupees Ten only) each by paying off, cancelling and extinguishing, in aggregate, 3.44% (Three point Four Four per cent) of the total issued, subscribed and paid-up equity share capital of the Company, comprising 1,33,993 (One Lakh Thirty Three Thousand Nine Hundred and Ninety Three) equity shares of INR 10 (Rupees Ten only) each held by the holders of the equity shares of the Company, other than the promotor-shareholder of the Company, namely Dashtag, (the “Public Shareholders”) (the “Capital Reduction”).”

“RESOLVED FURTHER THAT upon the Capital Reduction being confirmed by the NCLT and becoming effective and operative and / or the receipt of such other approvals as may be required, the Public Shareholders of the Company appearing as registered equity shareholders of the Company as on the date to be determined by the Board of Directors (the “Board”) (the “Record Date”), shall be paid a sum of INR 843/- (Rupees Eight Hundred Forty Three only) per equity share being the face value of INR 10 (Rupees Ten only) and a premium of INR 833/- (Rupees Eight Hundred Thirty Three only) per equity share being the fair value of the equity shares of the Company, for the equity shares held by them and thereby cancelling and extinguishing all such shares.”

FULFORD (INDIA) LIMITED(A Subsidiary of Merck & Co., Inc., Kenilworth, N.J., U.S.A.)

CIN: U99999MH1948PLC006199Registered Office: 8th Floor, Platina, Plot No. C-59, G-Block, Bandra-Kurla Complex, Bandra (East), Mumbai – 400 098

Tel: 022-6789 8888 • Fax: 022-67898889 • Email [email protected] • Website: www.fulfordindia.com


“RESOLVED FURTHER THAT upon the Capital Reduction being confirmed by the NCLT and becoming effective and operative and upon payment of consideration to the Public Shareholders, without any further act or deed by the equity shareholders, 1,33,993 (One Lakh Thirty Three Thousand Nine Hundred and Ninety Three only) equity shares of INR 10 (Rupees Ten) each of the Company held by the Public Shareholders shall stand cancelled, extinguished and rendered invalid.”

“RESOLVED FURTHER THAT the payment of consideration to the Public Shareholders shall be made within such number of days of the Record Date and subject to such approvals, if any, as may be required under the applicable law/s or as may be directed by the NCLT, on the Capital Reduction becoming effective, through any of the permissible modes, after payment of appropriate taxes by the Company.”

“RESOLVED FURTHER THAT the Board of Directors of the Company (“the Board”) be and is hereby jointly and / or severally authorised to take all necessary steps and do all such acts, deeds, matters and things, as they may, in their absolute discretion deem necessary, expedient, usual or proper in the best interest of the Company and its Members in connection with and relating to the Capital Reduction, including issuing any directions for settling any question or doubt or difficulty whatsoever that may arise, for the purpose of giving effect to the Capital Reduction, or to any modification thereof without being required to seek any further consent or approval of the Members or otherwise, (including but not limited to the following):

a) To verify, sign, deal, swear, affirm, declare, deliver, execute, make, enter into, acknowledge, record and perfect all deeds, declarations, instruments, affidavits, applications, petitions, objections, notices and writings whatsoever as may be usual, necessary, proper or expedient and all type of documents, petitions, affidavits and applications in relation to the matters aforesaid;

b) To accept services of notices or other processes which may from time to time be issued in connection with the matters aforesaid;

c) To produce all documents or other evidences in connection with the matters aforesaid and all and any of other proceedings incidental thereto or arising thereat;

d) To make, prepare and submit any applications, petitions, appeals and judges summons before the NCLT, and / or any court, tribunal, or all relevant authorities and respond to the appropriate authorities;

e) To file applications / petitions, and affidavits and / or other legal documents with the NCLT, as may be required for confirmation of the Capital Reduction by the NCLT upon the Capital Reduction becoming effective and operative, and / or any other regulatory authorities for obtaining its approval;

f) To engage advocates, counsels and any other consultants, advisors, declare and file all pleadings, reports, and sign and issue public advertisements and notices in connection with the matters aforesaid;

g) To make any alterations / changes, modification or amendments in the application / petition as may be expedient or necessary, including any alteration, modification or amendment required to be made for complying with the requirements or conditions imposed by the NCLT and / or any other appropriate authorities, if any;

h) To prepare or get the interim financial statements prepared, if required, along with relevant annexures, schedules and other necessary supporting and to pass such accounting entries and / or making such other adjustments in the books of accounts, as are considered necessary to give effect to the above resolution;

i) To deposit the amount to be paid to the Public Shareholders in lieu of cancellation and extinguishment of the equity shares of the Company held by such Public Shareholders pursuant to the Capital Reduction in a separate account to be opened with a bank in this regard or as per the directions of the NCLT;


j) To discharge the payment due to the Public Shareholders of the Company in lieu of and for cancellation and extinguishment of the equity shares of the Company held by such Public Shareholders pursuant to the Capital Reduction, in accordance with applicable laws, by payment through any of the permissible modes, after payment of appropriate taxes by the Company;

k) To call for the bank account details and other personal details of the Public Shareholders of the Company for discharging consideration (viz KYC documents, documents asked by bank, payment processing intermediaries, etc.);

l) To provide necessary declarations / certificates in relation to the Capital Reduction capturing the true and factual aspects of the Company;

m) To comply with all the necessary formalities, compliances and disclosures in this regard and to sign and file the necessary forms or documents with the relevant authorities, including the Registrar of Companies;

n) To authenticate all the necessary documents as ‘certified copies’ or in any other manner as may be required, including affixing the Common Seal of the Company on any documents in connection with this resolution;

o) To do all such acts, deeds, matters and things as may be deemed necessary, expedient, usual or proper and to settle any question or difficulty that may arise; and

p) To delegate any or all of the powers conferred upon it by this resolution to any committee of the Board, any other director(s), and / or officer(s) of the Company.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized, in its absolute discretion, to bring into effect the resolution on such other terms and conditions as it may consider appropriate and to accept such other conditions and modifications as may be prescribed by the NCLT and other appropriate bodies /authorities while according their sanction or consent to the Capital Reduction or to suspend, withdraw or revive the proposal for Capital Reduction from time to time as may be specified by any statutory authority or as the Board may suo-moto decide in its absolute discretion.”

By Order of the Board of Directorsfor FULFORD (INDIA) LIMITED

Vivek Vasudev Kamath Managing Director

DIN 06606777

Mumbai, December 17, 2018 Registered Office:8th Floor, Platina, Plot No. C-59,G-Block, Bandra-Kurla Complex,Bandra (East), Mumbai: 400098.CIN U99999MH1948PLC006199www.fulfordindia.comE-mail: [email protected]


Notes:

1. All alterations made in the form of Proxy should be initialed.

2. Only registered Equity Shareholders of the Company may attend and vote (either in person or by proxy or by Authorized Representative under Section 113 of the Companies Act, 2013) at the Equity Shareholders’ Meeting (“Meeting”). The Authorized Representative of a body corporate which is a registered Equity Shareholder of the Company may attend and vote at the Meeting provided a certified true copy of the resolution of the Board of Directors under Section 113 of the Companies Act, 2013 (the “Act”) or other governing body of the body corporate authorizing such representative to attend and vote at the Meeting is deposited at the Registered Office of the Company, not later than 48 (Forty-Eight) hours before the Meeting.

3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 (FORTY-EIGHT) HOURS BEFORE THE MEETING.

4. A person can act as a proxy on behalf of Members not exceeding 50 (Fifty) and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A Member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or Member.

5. A Member or his / her proxy is requested to bring a copy of the notice to the Meeting and produce the attendance slip, duly completed and signed, at the entrance of the Meeting venue.

6. Members are informed that in case of joint holders attending the Meeting only such joint holder whose name stands first in the Register of Members of the Company shall be entitled to vote in such matters.

7. The Notice will be sent to all Members, whose names appeared in the Register of Members as on January 11, 2019.

8. All relevant documents referred to in this notice requiring the approval of the Members at the Meeting shall be available for inspection by the Members at the Registered Office of the Company on all working days between 11.00 a.m. to 5.00 p.m. till the date of the Meeting and also at the Meeting. The notice is also available on the Company’s website www.fulfordindia.com

9. The relative Explanatory Statement pursuant to Section 102 of the Act in respect of the business to be transacted as per the notice, is annexed hereto.

10. Proxy form, attendance slip, e-voting particulars and the route map of the venue of the Meeting are annexed hereto.

11. The Company has already executed tripartite agreements with both the depositories viz. Central Depository Services (India) Limited (CDSL) and National Securities Depositories Limited (NSDL) and Link Intime India Private Limited, the Company’s Registrar and Share Transfer Agent. Accordingly, the equity shares of the Company can be held in an electronic form with any Depository Participant (DP) with whom the Members have their Depository Account. The ISIN allotted to the equity shares of the Company is INE521A01017. Members who are yet to dematerialize their shares are requested to avail of the facility of dematerialization.

Encl: As Above


VOTING THROUGH ELECTRONIC MEANS:

The Company is pleased to offer e-voting facility to all its Members to enable them to cast their vote electronically in terms of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force). Accordingly, a Member may exercise his/her vote by electronic means and the Company may pass any resolution by electronic voting system in accordance with the below provisions, through the e-voting services provided by Central Depository Services (India) Limited (“CDSL”).

The instructions for shareholders voting electronically are as under:

1. The voting period would commence on Friday, February 15, 2019 at 9.00 a.m. and conclude on Sunday, February 17, 2019 at 5.00 p.m. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of February 11, 2019 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

2. Shareholders who have already voted prior to the Meeting date would not be entitled to vote at the Meeting venue.

3. The shareholders should log on to the e-voting website www.evotingindia.com.

4. Now to cast your vote: Click on Shareholders.

5. Now Enter your User ID

a) For CDSL: 16 digits beneficiary ID

b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID

c) Members holding shares in Physical Form should enter Folio Number registered with the Company.

6. Next enter the Image Verification as displayed and Click on Login.

7. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

8. If you are a first-time user, follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders).

Members who have not updated their PAN with the Company / Depository Participant are requested to use the sequence number which is printed on Attendance Slip indicated in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the Company records for the said demat account or folio in dd / mm / yyyy format.

Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the Company records for the said demat account or folio.

• Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or Company please enter the Member ID / folio number in the Dividend Bank details field as mentioned in instruction 5.

* Permanent Account Number


9. After entering these details appropriately, click on “SUBMIT” tab.

10. Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided, that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

11. For Members holding shares in physical form, the details can be used only for e-voting on the resolution contained in this notice.

12. Click on the EVSN for the relevant <Company Name> on which you choose to vote.

13. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES / NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

14. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

15. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

16. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

17. You can also take a print of the voting done by you by clicking on “Click here to print” option on the Voting page.

18. If a demat account holder has forgotten the same password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

19. Note for Non-Individual Shareholders and Custodians

a) Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

b) A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

c) After receiving the login details, a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

d) The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

e) A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.


20. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected]. You may also contact Mr. Rakesh Dalvi of CDSL for any queries pertaining to e-voting. Contact details of Mr. Rakesh Dalvi are as below:

Name: Mr. Rakesh Dalvi Designation: Manager Address: Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex,

Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (E), Mumbai – 400 013. Email id: [email protected] Phone number: 1800225533

21. The voting rights of the Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the record date i.e. February 11, 2019. A person who is not a Member as on the record date should treat this Notice for information only.

22. The Company has appointed Mr. Alwyn D’Souza of Alwyn D’Souza & Co., Practicing Company Secretaries (C.P. No. 5137 and FCS No. 5559) as the Scrutinizer for conducting the e-voting process in a fair and transparent manner.

23. A copy of this notice has been placed on the website of the Company and the website of CDSL.

24. In case of Members who are entitled to vote but have not availed electronic means, the Chairman of the Company will order a poll on his own motion or on demand at the Meeting in terms of Section 109 of the Companies Act, 2013 for the business specified in the accompanying notice.


EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013

Background:

The proposed reduction of the equity share capital of Fulford (India) Limited (“the Company”) is being undertaken in accordance with the provisions of Section 66 of the Companies Act, 2013, (including any statutory modification(s) or reenactment thereof for the time being in force) and the rules made thereunder (the “Act”) and specifically the Hon’ble National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016 (“Reduction Rules”), which permits the Company to undertake a reduction of its share capital.

During the Financial Year 2015-16, Dashtag, a promoter of the Company made a Delisting Offer (“Delisting Offer”) to the Public Shareholders of the Company (“Public Shareholders”) pursuant to the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (“Delisting Regulations”) after seeking approval of the Members of the Company via a postal ballot resolution. Following the closure of the Delisting Offer and in accordance with the Delisting Regulations, the Company applied for delisting of its shares from BSE Limited (“BSE”) and pursuant to the same, the shares of the Company were delisted from BSE in the month of August 2015.

Post delisting, Company’s equity shares could not be traded on any of the stock exchanges in India. Since there is no trading platform available to the Public Shareholders, the shares of the Company have lost marketability. This prevents the Public Shareholders from realizing the optimal value and returns on their investments in the Company. Further, over a period of time, the management’s focus on overall profitability and financial discipline including effective management of net working capital has significantly reduced the capital requirements of the Company.

After detailed deliberations, the Board of Directors of the Company was of the view that the reduction of share capital in accordance with Section 66 of the Companies Act, 2013 is the best available practical approach, considering the interests of the minority shareholders, the need to provide a permanent liquidity option for illiquid shares, paying off the paid-up capital in excess of the Company’s requirements and the operational and administrative flexibilities for the Company.

The current issued, subscribed and paid-up equity share capital and shareholding pattern of the Company as on November 30, 2018 is as under:

Particulars Number of Shares % Holding (rounded off to nearest two decimals)

Dashtag 37,66,007 96.56%

Others 1,33,993 3.44%

Total 39,00,000 100%

With respect to Public Shareholding, as on November 30, 2018, there were 1655 shareholders in totality out of which 1652 were Public Shareholders, holding in aggregate 3.44% of the total paid-up equity share capital of the Company. Out of these 1652 Public Shareholders, there were 1636 shareholders who did not individually hold more than 5000 shares (in number) in the Company. The details of Shareholders (Public + Promoter) as on November 30, 2018 is enumerated in the table below:


Number of Shares held by Shareholders (Public + Promoter)

Number of Shareholders (Public + Promoter)

1-5000 1636

5001-10,000 10

10,001-20,000 4

50,001-1,00,000 1

1,00,001 and above 4

Total 1,655

Subject to the receipt of the requisite approval of the Shareholders and confirmation by the Hon'ble National Company Law Tribunal (“NCLT”) and such other approvals as may be required, it is proposed to reduce the issued, subscribed and paid-up equity share capital of the Company from INR 3,90,00,000/- (Rupees Three Crores Ninety Lakhs only) consisting of 39,00,000 (Thirty Nine Lakhs) equity shares of INR 10 (Rupees Ten only) each to INR 3,76,60,070/- (Rupees Three Crores Seventy Six Lakhs Sixty Thousand and Seventy only) consisting of 37,66,007 (Thirty Seven Lakhs Sixty Six Thousand and Seven) equity shares of INR 10 (Rupees Ten only) each by paying off, cancelling and extinguishing, in aggregate, 3.44% (Three point Four Four percent) of the total issued, subscribed and paid-up equity share capital of the Company, comprising 1,33,993 (One Lakh Thirty Three Thousand Nine Hundred and Ninety Three) equity shares of INR 10 (Rupees Ten only) each held by the shareholders of the Company (other than Dashtag i.e. the promoter shareholder of the Company) (the “Capital Reduction”).

As per Section 66 of the Act, the said resolution approving the Capital Reduction has to be passed by the Members of the Company as a Special Resolution.

Consideration:

To maintain fairness and transparency, the Company engaged M/s. BDO India LLP (hereinafter referred to as the “Independent Valuer”) to undertake an independent and fair separate valuation of the equity shares of the Company and issue valuation report, to assist the Board of Directors of the Company (“Board”) in determining the fair value of the equity shares of the Company for the purposes of the proposed Capital Reduction.

The Audit Committee and the Board of Directors of the Company (“the Board”) considered the Valuation Report dated December 17, 2018 issued by the Independent Valuer (“Valuation Report”).

The Board has undertaken detailed deliberations in relation to the valuations determined and provided in the Valuation Report (including on the valuation methodologies considered and other relevant aspects). After due consideration in relation to the above, the Board was of the view that the valuation mentioned in the Valuation Report issued by Independent Valuer, i.e. INR 842.60/- (Rupees Eight Hundred Forty Two and Sixty Paise only) per equity share of the Company represents the fair value of the equity shares of the Company. The Board considered and rounded up this value to INR 843/- (Rupees Eight Hundred Forty Three only). Therefore, the Board has proposed to reduce the equity share capital of the Company by way of cancelling and extinguishing 1,33,993 (One Lakh Thirty Three Thousand Nine Hundred and Ninety Three) equity shares of INR 10 (Rupees Ten) each of the Company held by the Public Shareholders by paying an amount of INR 843/- (Rupees Eight Hundred Forty Three only) per equity share so extinguished.


Effective Date of Reduction of Equity Share Capital:

After the shareholders have passed the requisite resolution in the Extra-Ordinary General Meeting, the Company will file the requisite application with the NCLT in accordance with the provisions of Section 66 and other applicable provisions of the Act and the Reduction Rules, seeking confirmation of the Capital Reduction. Pursuant to Section 66(5) of the Companies Act, 2013, this resolution will be effective from the date of registration of the NCLT order approving the Capital Reduction by the Registrar of Companies, Mumbai to that effect.

Payment to Public Shareholders:

The Company shall, upon the receipt of confirmation of the proposed Capital Reduction by the NCLT and upon the Capital Reduction becoming effective and operative, deposit the whole of the consideration of INR 11,29,56,099/- (Rupees Eleven Crores Twenty Nine Lakhs Fifty Six Thousand Ninety Nine only) in a separate bank account.

Subject to the ensuing paragraphs, the consideration to be paid to the Public Shareholders in lieu of the extinguishment of the equity shares held by them shall be discharged by any of the permissible modes. It will be paid to those shareholders whose name will appear as a registered equity shareholder as on the date (as determined by the Board) (“Record Date”), within such number of days and subject to such approvals, if any, as may be permissible under applicable law or as may be directed by the NCLT, Mumbai Bench, on the Capital Reduction becoming effective.

In case the KYC details have not been submitted yet or there is any change in it, the Public Shareholders of the Company are requested to send it to the Company at its Registered Office and / or to Link Intime India Private Limited, the Registrar & Share Transfer Agent of the Company (“RTA”) having its office at 247, Park, C 101, 1st Floor, LBS Marg, Vikhroli (West), Mumbai – 400 083, Tel: 022 49186270, Fax: 022 49186060, e-mail: [email protected], their recent bank account details, (including IFSC code), PAN, along with their recent addresses and self-attested proofs. The consideration payable to the Public Shareholders of the Company, on the Capital Reduction becoming effective, will be processed as per the details registered with the RTA and available at that point in time.

In case, the consideration payable to the Public Shareholders, on Capital Reduction becoming effective and operative, remains unpaid or unclaimed for any reason, the Company may retain such consideration in a separate bank account for a period of 7 (Seven) years on behalf of the Public Shareholders, subject to applicable statutory enactment(s), and release the same on completion of necessary formalities by such shareholders. After the said period, the amount outstanding and lying in the separate bank account may be appropriated in a manner as may be permitted under any law then in force or the Company may decide to continue to retain the outstanding amount in the separate bank account or it may transfer the same to the Investor Education and Protection Fund or such fund which may be permitted under any law then in force or as per the applicable provisions of the Act.

Taxation:

As per provisions of prevailing Income-tax Act, 1961:

• Since the Company has sufficient accumulated profits, the payment towards proposed reduction would be considered as dividend as per the provisions of Section 2(22)(d) of the Income-tax Act, 1961, the Company will become liable to pay Dividend Distribution Tax (‘DDT’) at an applicable rate in accordance with the provisions of Section 115-O of the Income-tax Act, 1961.


• Please note that a Public Shareholder other than

(a) domestic company; or

(b) a fund or institution or trust or any university or other educational institution or any hospital or other medical institution referred to in 10(23C)(iv), 10(23C)(v), 10(23C)(vi) or 10(23C)(vi a) of Income-tax Act, 1961; or

(c) a trust or institution registered under Section 12A or Section 12AA of Income-tax Act, 1961,

who is tax resident of India, receives any dividend in aggregate exceeding INR 10,00,000/- (Rupees Ten Lakhs only) then such Public Shareholder would be required to pay additional tax at 10 percent (plus applicable surcharge and education cess) on such dividend exceeding INR 10,00,000/- (Rupees Ten Lakhs only).

• Further, please note that in the event where the payment by the Company to Public Shareholders exceeds the accumulated profits of the Company (at such point in time), then the same would need to be considered for calculation of capital gains by respective Public Shareholder. Please note that any such payment (as exceeding accumulated profits) to non-resident Public Shareholders would be made by the Company after withholding appropriate taxes, as may be applicable and in this regard, at relevant point in time, the Company would call for necessary details / documents to determine appropriate withholding tax amount. If any of the necessary documents are not submitted at the time of processing of payment of consideration, then the Company shall be entitled to withhold the consideration in a separate bank account.

Please note that the above implications may change depending on provisions of Income-tax Act, 1961, as may be applicable, at the time of payment of consideration.

In addition to the above, for non-resident Public Shareholders to be eligible to receive any payments in respect of the shares cancelled on reduction of equity share capital, non-resident Public Shareholders are requested to provide the Company, on or before March 31, 2019, a copy of the original permission received by them from the Reserve Bank of India in relation to the acquisition of their shares (as applicable), and:

a. If the shares held by non-resident Public Shareholders are on a non-repatriation basis, the non-resident Public Shareholder must obtain a letter from his / her / its authorised dealer / bank confirming that at the time of acquisition of such shares, payment for the same was made by the non-resident Public Shareholder from the appropriate account (e.g. NRO / NRE a/c) as specified by the Reserve Bank of India; or

b. If the non-resident Public Shareholder is not in a position to produce the letter referred to in paragraph (a) above, his / her / its shares will be deemed to have been acquired on a non-repatriation basis and in that case, the non-resident shareholder shall submit a consent letter addressed to the Company or its RTA for allowing the Company to make the payment on a non-repatriation basis.

If any of the documents referred to in paragraph (a) or (b) above are not submitted and not available at the time of processing of payment of aforesaid consideration, then the Company shall be entitled to withhold the consideration in the separate bank account.

The Public Shareholders are advised to consider their own tax position, after due consultation from their tax advisors (if required) and pay appropriate tax (as may be applicable) on the amount received from the Company upon reduction of equity share capital.


General:

The Board of Directors of the Company at their meeting held on December 17, 2018, has approved the Capital Reduction as per the terms set out in the Resolution.

Article 8 of the Articles of Association of the Company provides for the reduction of capital of the Company in any way authorized by the applicable law. It would be necessary to obtain the approval of the Members of the Company in a General Meeting by passing a Special Resolution for the Capital Reduction under Section 66 of the Act and such reduction of equity share capital would have to be confirmed by the NCLT as provided under Section 66 of the Act and the Reduction Rules.

The Capital Reduction will not cause any prejudice to any of the creditors of the Company. The creditors (secured or unsecured) of the Company are in no way affected by the proposed Capital Reduction, as there is no reduction in the amount payable to any of the creditors. Further, the proposed Capital Reduction will not have any impact on the operations of the Company or the ability of the Company to honor its commitment or to pay its debts in the ordinary course of business. A copy of the Memorandum of Association and Articles of Association of the Company as amended from time to time, copies of Valuation Report issued by the Independent Valuer are available for inspection at the Registered Office of the Company during 11.00 a.m. to 5.00 p.m., on any working day till the date of the Meeting and also at the Meeting. The Board of Directors of the Company is of the view that this resolution is in the best interests of the Company, its shareholders and therefore, recommends the passing of the Special Resolution as set out in the notice.

None of the Directors and / or Key Managerial Personnel of the Company or their relatives are, in any way concerned or interested in the resolution set out at Item No.1.

By Order of the Board of Directorsfor FULFORD (INDIA) LIMITED

Vivek Vasudev Kamath Managing Director

DIN 06606777

Mumbai, December 17, 2018 Registered Office:8th Floor, Platina, Plot No. C-59,G-Block, Bandra-Kurla Complex,Bandra (East), Mumbai: 400098.CIN U99999MH1948PLC006199www.fulfordindia.com E-mail: [email protected]


Ro

ute

Map

fo

r th

e Ve

nue

of

the

Mee

ting

: IMC

CH

AM

BE

R O

F C

OM

ME

RC

E A

ND

IND

US

TRY,

IMC

BU

ILD

ING

, IM

C M

AR

G,

CH

UR

CH

GA

TE,

MU

MB

AI –

400

020

, M

AH

AR

AS

HTR

A

NOTES

FULFORD (INDIA) LIMITED(A Subsidiary of Merck & Co., Inc., Kenilworth, N.J., U.S.A.)


Tel: 022-6789 8888 • Fax: 022-67898889Email [email protected] • Website: www.fulfordindia.com

FORM NO MGT-11

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

CIN U99999MH1948PLC006199

Name of the Company Fulford (India) Limited

Registered Office 8th Floor, Platina, Plot No. C-59, G-Block, Bandra Kurla Complex, Bandra (East), Mumbai – 400 098

Name of the Member(s)

Registered Address

E-mail ID

Folio No / Client ID

DP ID

I/We, being the holder(s) of shares of Fulford (India) Limited, hereby appoint:

Name : Email:

Address :

Signature:

or failing him / her;

Name : Email:

Address :

Signature:

as my / our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the First Extra-Ordinary General Meeting of the Company for the Financial Year 2018-19, to be held on Monday, February 18, 2019 at 11.00 a.m. at IMC Chamber of Commerce and Industry, IMC Building, IMC Marg, Churchgate, Mumbai – 400 020, Maharashtra and at any adjournment thereof in respect of a resolution as indicated below:

Sr. No.

Resolution

Vote (optional see Note 2)

No. of Shares**

I/We assent to the

Resolution (FOR)

I/We dissent to the

Resolution (AGAINST)

Special Business:

1.Approval for reduction of the share capital of the Company under Section 66 and other applicable provisions of the Companies Act, 2013 and rules made thereunder

** Each share shall have one vote.

Signed this day of 2019.

Signature of the Member Signature of the Proxyholder(s)

Notes:

1. This form of Proxy in order to be effective should be duly stamped, completed, signed and deposited at the Registered Office of the Company, not less than 48 (Forty-Eight) hours before the commencement of the Meeting.

2. It is optional to indicate your preference. If you leave the – FOR / AGAINST column blank against any or all resolutions, your proxy will be entitled to vote in the manner he / she may deem appropriate.

Please Affix

the Revenue Stamp of

INR 1

vakils

INTE

NTIONALL

Y LEFT

BLANK

FulFord (IndIa) lImIted(A Subsidiary of Merck & Co., Inc., Kenilworth, N.J., U.S.A.)


Tel: 022-6789 8888 • Fax: 022-67898889Email [email protected] • Website: www.fulfordindia.com

attendanCe SlIP

FIRST EXTRA-ORDINARY GENERAL MEETING FOR THE FINANCIAL YEAR 2018-19 OF FULFORD (INDIA) LIMITED TO BE HELD ON MONDAY, FEBRUARY 18, 2019 AT 11.00 A.M.

Serial Number:

Name of the Member

Address

No. of Shares Held

Registered Folio No. / DP ID No. / Client ID No.

Name of the Proxy / Representative (in Block Letters)

(To be filled in if the Proxy / Representative attends instead of the Member)

Signature of the Member or Proxy / Representative

I certify that I am a Member / proxy / authorized representative for the shareholder of the Company and

I hereby record my presence at the First Extra-Ordinary General Meeting for Financial Year 2018-19 of Fulford (India) limited on Monday, February 18, 2019 at 11.00 a.m. at IMC Chamber of Commerce and Industry, IMC Building, IMC Marg, Churchgate, Mumbai – 400 020, Maharashtra.

Name of the Member / Proxy (in block letters) Signature of the Member / Proxy

Note: Please fill this attendance slip and hand it over at the entrance of the venue of the Meeting.

For tHe attentIon oF tHe memBer

Members may please note the User ID and Password given below is for the purpose of e-voting in terms of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration), Rules, 2014. Detailed instructions for e-voting are given in the notes to the notice dated December 17, 2018 of the Extra-Ordinary General Meeting. The remote e-voting period would commence on Friday, February 15, 2019 (9.00 a.m.) and conclude on Sunday, February 17, 2019 (5.00 p.m.). The remote e-voting module will be disabled by CDSL for voting thereafter.

eleCtronIC VotInG PartICularS

electronic Voting Sequence number (eVSn)

uSer Id PaSSWord/PIn

190111004

FULFORD (INDIA) LIMITED · and extinguishment of the equity shares of the Company held by such Public Shareholders pursuant to the Capital Reduction, in accordance with applicable

Documents