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SCHEME OF ARRANGEMENT & DEMERGER

BETWEEN

PARENTERAL DRUGS (INDIA) LIMITED

AND

INFUTEC HEALTHCARE (INDIA) LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

PREAMBLE

The present Scheme of Arrangement & Demerger is presented

under Sections 391 to 394 read with Sections 100 to 104 and

other applicable provisions of the Companies Act, 1956 (or any

corresponding provision of Companies Act, 2013 as may be

notified) for demerger of "Demerged Undertaking" (as defined

hereinafter) of Parenteral Drugs (India) Limited, the "Demerged

Company" into lnfutec Healthcare (India) Limited, the "Resulting

Company".

1. DEFINITIONS

In this Scheme, unless inconsistent with the subject or the

context thereof, the expressions hereunder shall have the

following meanings:-

(1) "Act" means the Companies Act, 1956 and/or the Companies Act,

2013 and any amendments and/or re-enactment thereof, as may

be applicable to the companies from time to time.

(2) "Appointed Date" means 1" May, 2015.

(3) , "Baddi Pharma Division" shall mean and include the land and the

pharmaceutical manufacturing plant owned by the Demerged

Company a t Gram Bhud, Post Baddi, Tehsil Nalagarh, Dist Solan,

Himachal Pradesh, more particularly described in the Schedule-1

to the Scheme.

(4) "Effective Date" means the last of the dates on which the

certified copies of the Orders sanctioning this Scheme of

Arrangement €4 Demerger as passed by the Hon'ble High Court

of Judicature at Bombay, is filed with the Registrar of Companies,

Mumbai, Maharashtra.

References in this Scheme to the date of "Coming into effect of

this Scheme" or "Upon the Scheme being effective" shall mean

the Effective Date.

(5) "High Court" means the Hon'ble High Court of Judicature at

Bombay. The term High Court shall also mean and include the

jurisdictional Bench of the National Company Law Tribunal, if

before coming into effect of this scheme, the provisiop of the

Managing Director.

Companies Act, 1956 are completely repealed and the powers of

the Hon'ble High Court are transferred to the National Company

Law Tribunal.

(6) "lndore Pharma Division" shall mean and include the entire

Pharma Manufacturing facilities and ancillary manufacturing

facilities owned by the Demerged Company a t Village Asrawad,

Post Dudhia, Nemawar Road, Indore, Madhya Pradesh, except

land and building situated thereat, more particularly described in

the Schedule-2 to the Scheme.

(7) "lnfutec Healthcare (India) Limited", (CIN-U24100MH2015PLC

263690) a company incorporated under the provisions of the Act,

on 2znd April, 2015 a t Mumbai and having i t s registered office a t

340, Laxmi Plaza, Laxmi Industrial Estate, New Link Road, Andheri

(West), Mum bai-400 053, Ma harashtra. (Hereinafter referred to

as "the Resulting Company").

(8) "Investment in Subsidiary" shall mean and include the

investment of the Demerged Company in the equity shares of

Infutec Healthcare Limited, (CIN-U24230MH2005PLC155962).

(9) "Kasrawad Pharma Division" shall mean and include the land,

building and pharmaceutical manufacturing plant owned by the

Demerged Company situated a t Village Panwa, Tehsil Kasrawad,

Dist. Khargone, Madhya Pradesh, more particularly described in

the Schedule-3 to the Scheme.

(10) "Parenteral Drugs (India) Limited", (CIN-L99999MH

1983PLC126481), a company incorporated under the provisions

of the Act, having i ts registered office a t 340, Laxmi Plaza, Laxmi

Industrial Estate, New Link Road, And heri (West), Mum bai-400

053, Maharashtra. (Hereinafter referred to as "the Demerged

Company" ).

(11) "Record Date" means the date to be fixed by the Board of

Directors of the Demerged Company for the purpose of

determining the members of the Demerged Company to whom

shares of the Resulting Company will be issued and allotted

pursuant to the Scheme and for the purpose of reduction of

share capital of Demerged Company as provided in the present

scheme. * . . ... ,

Director. ~ ; ; F ~ : > ~ : L ; ' '1, ; ; :s; L-. G

(12) "Scheme" or "This Scheme" means the present Scheme of

Arrangement & De-merger of Demerged Undertaking of the

Demerged Company in its present form or with any amendment

or modification(s) approved, imposed or directed by the Hon'ble

High Court.

(13) "Demerged Undertaking" shall comprise of (1) Baddi Pharma

Division (2) lndore Pharma Division (3) Kasrawad Pharma

Division; and (4) Investment in Subsidiary as shown in the books

of the Demerged Company as on close of business of the day

immediately preceding the Appointed Date which shall be

transferred under the Scheme by the Demerged Company to the

Resulting Company, the details of which are separately described

under the Scheme in Schedule-1 to 3 herein, as the part of a

particular division including the following:

(a) The assets, liabilities and properties concerning the Demerged

Undertaking, wherever situated, whether movable or immovable,

tangible or intangible of whatever nature including bank

borrowings, investments, inventories, cash and bank balances, all

projects, contracts, furniture, fixtures, office equipments,

vehicles, trucks, employees, appliances, equipments, tools,

accessories as on the appointed date.

(b)without prejudice to the generality of sub-clause (a) above, the

Demerged Undertaking shall also include but not limited to the

reserves, movable and immovable properties, assets, including

lease-hold rights, tenancy rights, bids, projects, tenders, letters of

intent, memoranda of understanding, membership, bank

accounts, industrial and other licenses, permits, authorizations,

quota rights, trade names, description, trading style, franchisee,

labels, label designs, colour schemes, utility models, holograms,

bar codes, designs, trade-marks, patents, copy rights, privileges

and any rights, title or interest in intellectual property rights,

powers, facilities of every kind and descriptions of whatsoever

nature, import quotas, telephones, telex, facsimile and other

communication facilities and equipments, benefits under tax

laws, rights and benefits of all agreements and all other interests,

rights and powers of every kind, nature and description

whatsoever, privileges, liberties, easements, advantages,

benefits, approvals, registrations, licenses, permissions,

authorizations, under any law for the time being in force.

(14) "Residual Undertaking" means the entire residual real estate

business operations consisting of land, buildings, assets, bank

borrowings and liabilities of the Demerged Company other than

the Demerged Undertaking herein, wherever situate, including all

business units, divisions and their respective assets, liabilities

including portion of bank borrowings, contracts and employees

not allocated to the Demerged Undertaking.

2. RATIONALE OF THE SCHEME

Demerger of the Demerged Undertaking by the Demerged

Company t o the Resulting Company would enable the Resulting

Company to undertake i t s business operations with thrust to

focus more on core business competencies in manufacturing of

pharmaceutical products which are well accepted in the

pharmaceutical industry and would enable the Demerged

Company it to manage the Residual Undertaking having solely the

larger real asset base in more effective and useful manner to

enable both the companies to explore the strategic investment

options to grow in their respective businesses of manufacturing

of pharmaceutical products of importance in the pharma sector

and the business of real estate and also t o rationalize the

management, businesses and finances of both the companies.

The Board of Directors of the companies feel that the scheme is

in the genuine business interest of the Demerged and the

Resulting Companies, their respective shareholders, creditors and

the general public. Once approved and implemented, the scheme

shall enable both the companies to achieve and fulfill their

objectives more efficiently and offer opportunities to their

respective management to vigorously pursue growth and

expansion opportunities.

This scheme accordingly, provides for the demerger of the

Demerged Undertaking from the Demerged Company and i ts

vesting into the Resulting Company including consequential or

related matters integrally connected therewith. The arrangement

shall also bring inter-alia the following benefits:-

Managing Director.

(a) enable the companies to concentrate on their core business competencies;

(b) scale up operational capacities by infusion of fresh funds for focused business operations;

(c) ensure optimum utilization of asset base for diversified business activities;

(d) bring about optimum utilization of resource for companies; (e) facilitate expansion or any other arrangement in the

companies depending upon the opportunities in the future with similar business to achieve economies of scale and better and improved profitability;

(f) ensure effective and efficient administration, management and control of both the companies post approval of scheme;

(g) structure a vehicle that can be used for the purpose of infusing fresh strategic capital in near future in both the companies.

3. SHARE CAPITAL

3.1 The present share capital structure of the Demerged Company is

as under:-

I Particulars 1 Amount in Rs. 1 1 Authorized: 1 1 3,65,00,000 Equity Shares of Rs. 101- each

35,00,000, Redeemable, Non Cumulative, Non Convertible Preference Shares of Rs.101- each 29,62,102,0% Optionally Convertible,

. . 1 Rs.lO/- each 7,03,78,980

36,50,00,000

3,50,00,000

Redeemable Preference Shares of Rs.lO/- each 70,37,898 Redeemable Preference Shares of

I Total 1 50,00,00,000 1

2,96,21,020

-scribed and Paid-up: I I 2,98,16,300 Equity Shares of Rs. 101- each

35,00,000, Redeemable, Non Cumulative, Non Convertible Preference Shares of Rs.101- each 70,37,898 Redeemable Preference Shares of Rs.101- each

Total

29,81,63,000

3,50,00,000

7,03,78,980

40,35,41,980

Post issue of fresh 0% Non-Convertible, Redeemable Preference

shares as contemplated and approved by the Board of Directors

of Demerged Company, subject to approval a t the ensuing

Annual General Meeting, the issued, subscribed and paid up

share capital of the Demerged Company will be as follows:

Issued, Subscribed and Paid-up:

2,98,16,300 Equity Shares of Rs. 101- each

35,00,000, Redeemable, Non Cumulative, Non

Amount in Rs.

29,81,63,000

Convertible Preference Shares of Rs.101- each 25,00,000 0% Non-Convertible, Redeemable

3.2 The present share capital structure of the Resulting Company is

3,50,00,000

Preference Shares of Rs. 101- each

70,37,898 Redeemable Preference Shares of Rs.101- each

Total

2,50,00,000

7,03,78,980

42,85,41,980

4 TRANSFER AND VESTING OF DEMERGED UNDERTAKING

Particulars

Authorized:

10,00,000 equity shares of Rs. 101- each

Total

Issued, Subscribed and Paid-up:

50,000 equity shares of Rs. 101- each

Total

4.1 On the scheme being effective, with effect from the appointed

date and subject to fulfillment of the conditions prescribed

herein and the provisions of the scheme in relation to the mode

of transfer and vesting, the Demerged Undertaking, as appearing

in the Books of Accounts of the Demerged Company as on the

appointed date, with all additions made thereto till the effective

date shall without any further act, instrument, deed, matter or

thing be transferred to and be vested in and be deemed to have

been transferred to and vested in the Resulting Company as a

going concern, so as to become as and from the appointed date,

the estate, assets, rights, title, interest and authorities of the

Amount in Rs.

1,00,00,000

1,00,00,000

5,00,000

5,00,000

Resulting Company, pursuant to the applicable provisions of the

Act, subject however, to all charges, liens, mortgages, if any, then

affecting the Demerged Undertaking or any part thereof,

provided always that, unless the bankers of the Demerged and

the Resulting Companies provide otherwise, the scheme shall

operate to enlarge the scope of security of the Demerged

Undertaking for any loan, deposit or facility created by or

available to the Demerged Company by virtue of the de-merger

and the Resulting Company shall be obliged to create security

and if required, give corporate guarantee there-for after coming

into effect of this scheme or otherwise; except in case where the

required security has not been created and in such case if the

terms thereof require, the Resulting Company will create the

security in terms of the arrangement in relation thereto with the

respective secured lender. Similarly, the Demerged Company

shall, be required to create security over the Residual

Undertaking available with it under the scheme and if required,

give corporate guarantee for any loans, deposits or other

financial assistance availedlto be availed by the Resulting

Company, except in case where the required security has not

been created and in such case if the terms thereof require, the

Demerged Company will create the security in terms of the

arrangement in relation thereto with the respective secured

lender.

4.2 The scheme shall also cover to escrow the entire cash flows of

the Demerged and the Resulting Company through designated

bank accounts so as to protect the interest of the secured lenders

of the Demerged and Resulting Company against any probable

shortfall in the cash flow of any of the companies and the

arrangement shall continue till the terms of the sanction are not

revised by the secured lenders to this effect.

4.3 Upon the scheme being effective and with effect from the

appointed date, the contracts, projects, tenders, bids, rights of

collection, agreements, previous supply experience, being

undertaken by the Demerged Company concerning the

Demerged Undertaking, whether from any private party, State

Government, Central Government, hospital, institution or

otherwise and all rights, liabilities, duties, powers, authorities

~ ~ ~ ! i 1 , , . : ~ , ~ ~ ( i r ,d :a) ~ i r x i ~ e d , '"'7 *

Managing Director.

d l

shall vest in the Resulting Company and the concerned

government or party under such contract, tender, bid or

agreement, shall facilitate the vesting of the Demerged

Undertaking of the Demerged Company with all rights attached

thereto into the Resulting Company without hindrance or let

from the appointed date.

4.4 In respect of such of the assets of the Demerged Undertaking as

are movable in nature, including investments or are otherwise

capable of transfer by physical delivery/or by endorsement and

/or delivery, the same shall be so transferred by the Demerged

Company, and shall, upon such transfer, become properties,

estates, assets, investments, rights, title, interests and authorities

of the Resulting Company as an integral part of the Demerged

Undertaking and accordingly, shall become the property of the

Resulting Company.

4.5 In respect of such of the assets of the Demerged Undertaking other than those mentioned in 4.4 above, on the scheme being

effective, on the appointed date, the same shall, without any

further act, instrument or deed, be and stand transferred to and

vested in the Resulting Company pursuant to the provisions of

the Act. For avoidance of doubt, it i s hereby clarified that all the

rights, title and interest of the Demerged Company in any

property concerning the Demerged Undertaking shall, pursuant

to the provisions of the Act and the provisions of the scheme,

without any further act or deed, be and stand transferred to and

vested in or be deemed to have been transferred and vested in

the Resulting Company.

4.6 All debts, outstanding and receivables of the Demerged Company

concerning the Demerged Undertaking, under litigation or

otherwise, shall, accordingly, on and from the Appointed Date

and on the scheme being effective, stand transferred to and

vested in the Resulting Company without any notice or prior

intimation to the debtor and the debtors shall be obliged to make

payment to Resulting Company.

4.7 All the debts, liabilities, duties and obligations of the Demerged

Company as on the appointed date including secured loans

obtained from State Bank of India and Punjab National Bank by

way of Term Loans and the Working Capital Facilities or

otherwise, shall, on the scheme being effective and to the extent

they are concerning the Demerged Undertaking, be on account of

the Resulting Company, on such terms and conditions as may be

negotiated and agreed by the said Banks and any consortium

thereof.

4.8 With effect from the appointed date, all the debts and liabilities

concerning Demerged Undertaking shall, without any further act,

instrument, deed, matter or thing, be and stand transferred to

the Resulting Company pursuant to the applicable provisions of

the Act, so as to become as from the appointed date, the debts,

liabilities, duties and obligations of Resulting Company on the

same terms and conditions as were applicable to the Demerged

Company and further it shall not be necessary to obtain the

consent of any person who is a party to the contract or

arrangement by virtue of which such liabilities have arisen in

order to give effect to the provisions of this clause.

4.9 With effect from the appointed date and upon the scheme being

effective, the unabsorbed losses and depreciation under the

Income Tax Act, 1961, concerning the Demerged Undertaking

shall be treated as the unabsorbed loss and depreciation of the

Resulting Company, to the extant it is attributed to the Demerged

Undertaking, as on the appointed date and the Resulting

Company shall be entitled to carry forward the said unabsorbed

loss and depreciation under the Income Tax Act, 1961 and to

revise i t s income tax returns, if needed.

4.10 All taxes, including income tax, sales tax, excise duty, customs

duty, service tax, VAT, etc. paid or payable in respect of the

business operations and/or the profits of the business

operations, including that of the Demerged Undertaking till

appointed date, shall, be on account of the Demerged Company.

In respect of the profits, activities or operations of the business

of the Demerged Undertaking till appointed date or wherever

such deduction of tax a t source, advance tax, minimum alternate

Director.

tax stands or any other tax demand adjusted against the refund

in any of the tax proceedings and stands refundable to the

Demerged Company as on the Effective Date or thereafter the

same shall be deemed t o be the corresponding item paidlpayable

/refundable by/to Demerged Company and, shall in all such tax

proceedings, be dealt with accordingly.

4.11 All taxes, including income tax, sales tax, excise duty, customs

duty, service tax, VAT, etc. paid or payable in respect of the

business operations and/or the profits of the business

operations, that of the Demerged Undertaking after the

appointed date, shall, be on account of the Resulting Company.

Insofar as it relates to the tax payment including without

limitation, sales tax, excise duty, custom duty, income tax, service

tax, VAT, etc., whether by way of deduction at source, advance

tax or otherwise howsoever, in respect of the profits or activities

or operations of the business concerning the Demerged

Undertaking, from or after the appointed date or wherever such

deduction of tax at source, advance tax, minimum alternate tax

stands or any other tax demand adjusted against the refund in

any of the tax proceedings and stands refundable after the

appointed date, the same shall be deemed to be the

corresponding item paid/payable/refundable by/to Resulting

Company and shall in all such tax proceedings, be dealt with

accordingly.

Any unutilized Modvat/Cenvat/Service tax Credit under Modvat/

Cenvat Credit Rules framed under Central Excise Act, 1944 or

Service Tax Credit Rules framed under Finance Act, 1994

concerning Demerged Undertaking lying in the Registers of or to

the account of the Demerged Company for the Excise Duty/

Customs Duty (including CVD)/Service Tax paid on inputs/capital

goods shall be available to be carried forward/claim credit of

such unutilized Modvat/Cenvat/Service tax Credit under Modvat/

CenvatlService Tax Credit Rules by the Resulting Company.

4.13 Any unutilized MAT Credit under lncome Tax Act and the Rules

made there under concerning the Demerged Undertaking lying to

the account of the Demerged Company shall be made available

to be carried forward/claim credit of such unutilized MAT Credit

by the Resulting Company.

4.14 Unless otherwise provided in the scheme, the Demerged

Company and the Resulting Company shall be entitled to file/

revise their lncome Tax Returns, Service Tax Returns, Value

Added Tax Returns, Central Sales Tax Returns, Tax Deducted at

Source Certificates, Tax Deducted a t Source Returns and other

statutory returns and filings, if required, and shall have the right

to claim or adjust refunds, advance tax credits, credit for

minimum alternate tax/tax deducted a t source/foreign tax with

held/paid, input tax credits etc., if any, as may be required give

effect to the scheme approved by the Hon'ble High Court.

4.15 The transfer and vesting of the Demerged Undertaking under this

clause shall not affect any transaction, act or proceeding already

concluded by the Demerged Company in the ordinary course of

business on and after the appointed date to the end and with the

intent that the Resulting Company accepts on behalf of itself all

acts, deeds and things done and executed and all transactions or

proceedings already concluded by the Demerged Company

concerning the Demerged Undertaking.

4.16 Upon the scheme being effective, the limits for borrowing, for

giving of loan and corporate guarantee, of the Resulting Company

in terms of Section 180, 185, 186 and other applicable provisions

of the Companies Act, 2013 shall without any further ac t or deed,

stand enhanced by an amount equivalent to the authorized

borrowing limits of the Demerged Company. The Resulting

Company may thereafter increase the limits, if necessary, a t a

subsequent general body meeting from time-to-time by

obtaining necessary approvals from i ts shareholders in

accordance with the provisions of the Act.

4.17 The present scheme of demerger has been drawn in compliance

of the provisions of Section 2(19AA) of the lncome Tax Act, 1961

pertaining to demerger and should always be read in compliance

of the said Section. bor Paret1lerul r 4gs ( I ) Ltd.,

Director. dng Directot 15

5. CONTRACTS, PROJECTS, DEEDS, BONDS AND OTHER

INSTRUMENTS

5.1 Subject to the provisions of this scheme and the applicable provisions of law, all contracts, deeds, registrations, licenses,

permissions, authorizations under any law for the time being in

force, bonds, agreements and other instruments of whatsoever

nature to which the Demerged Company is a party or beneficiary,

or to the benefit of which the Demerged Company may be

eligible and which are subsisting or having effect immediately

before the effective date and covered under and concerning the

Demerged Undertaking, the same shall, without any further act,

instrument or deed, remain in full force and effect in favour of

the Resulting company and may be available to or enforced by or

against the Resulting Company as fully and effectively as if,

instead of the Demerged Company, the Resulting Company had

been a party or beneficiary or obligee thereto. The Resulting

Company shall enter into and/or issue or execute deeds, writings,

applications or confirmations in order to give formal effect to the

provisions of this clause and to the extent that the Demerged

Company is required, prior to the effective date, to join in any

such deeds, writings, or confirmations, the Resulting Company

shall be entitled to act for and on behalf of and in the name of

the Demerged Company.

With effect from the appointed date and upon the scheme being

effective, all rights and licenses relating to trade marks, know-

how, technical data, trade names, description, trading style,

franchisee, labels, label designs, colour schemes, utility models,

holograms, bar codes, designs, patents, copyrights, privileges and

any rights, title or interest in intellectual property rights, powers,

facilities of every kind and descriptions of whatsoever nature in

relation to the Demerged Undertaking or to which the Demerged

Company is a party or to the benefit of which the Demerged

Company may be entitledleligible and which are subsisting or

have effect immediately before the appointed date with respect

to the Demerged Undertaking, shall be in full force and effect on,

or against, or in favour of Resulting Company, as the case may be

and may be enforced as fully and effectually as if, instead of the

for Inftrlec Healthcare , lnu~&, L I I ~ I I I ~ ~ .

Demerged Company, the Resulting Company had been a party or

beneficiary or obligee thereto.

5.3 After the appointed date and on the scheme coming into effect,

the Resulting Company shall be entitled to use the name,

turnover, experience, balance sheet and profit and loss account

of the Demerged Company as i t s own for participation in any new

tenders and the issuer of all tenders shall be obliged to give due

credit of the name, turnover, experience, balance sheet, profit

and loss account and performance of the Demerged Company to

the Resulting Company.

6. LEGAL PROCEEDINGS

If any civil suit, application, arbitration, writ petition, appeal,

criminal complaints, revision or any other civil or criminal

proceedings of whatever nature, except cases for recovery,

(hereinafter called the "Proceedings") by or against the

Demerged Company be pending, the same shall not abate, or be

discontinued or be in any way prejudicially affected by reason of

the transfer of the Demerged Undertaking or anything contained

in the scheme and the same shall continue to be prosecuted,

operate and enforced, as the case may be, by or against the

Demerged Company, in the same manner and to the same extent

as it would or might have been continued, prosecuted and

enforced by or against it, if the scheme had not been made. It is

made clear that under the scheme it is neither proposed nor

envisaged to transfer any of the pending legal proceedings by or

against the Demerged Company or any liability arising out of it on

the Resulting Company in any manner whatsoever, except cases

for recovery which shall continue to be prosecuted by the

Resulting Company, instead of the Demerged Company and the

parties therein shall accordingly be accounted for in the books of

the Resulting Company.

For lnfutec , CZ--

Healthcar (India) Limited. !?-p7,, Director. . .

h , i r , r ? 7 : 7 ' r : !i:e<:~:.

7. OPERATIVE DATE OF THE SCHEME

The Scheme set out herein in i t s present form or with any

modification(s) approved or imposed or directed by the Hon'ble

Court of Judicature a t Bombay or made as per Clause 16 of the

scheme shall be effective from the Appointed Date but shall

become operative from the Effective Date.

8. BOARD OF DIRECTORS AND EMPLOYEES

8.1 On the scheme being effective and with effect from the

appointed date, al l the Directors of the Demerged Company shall

cease to be the directors of the Demerged Company and shall

become the Directors of the Resulting Company in the same

capacity in which they were holding their respective positions in

the Demerged Company and the compliances made by the

Demerged Company under Section 196 and 197 of the

Companies Act, 2013 and the Rules made there-under shall be

available to the Resulting Company till the forthcoming annual

general meeting of the Resulting Company. As part of the

Scheme and from the scheme being effective, the Board of

Directors of the Demerged Company shall be reconstituted and

four new persons having experience and knowledge of the real

estate development business, whose names are mentioned in

Annexure-1 to the scheme, shall be inducted on the Board of the

Demerged Company and on the scheme being effective, the

appointment of four new directors on the Board of the demerged

Company shall be deemed to have been made in accordance with

the provisions of the section 152 of the Companies Act, 2013 and

the provisions of the Companies (Appointment and Qualification

of Directors) Rules, 2014 and the Demerged as well as the

Resulting Company shall file all necessary Forms with the Office

of the Registrar of Companies, Maharashtra on payment of

necessary filing fee.

8.2 All the employees working in the Demerged Undertaking on the

appointed date, shall on and from the effective date, become the

employees of the Resulting Company, at such position, rank and

designation as may be determined by the Resulting Company with the

benefit of continuity of service and such that the terms and conditions of

hlanaging Director.

their employment with the Resulting Company are no less

favorable than those applicable to them as employees of the

Demerged Company on the effective date.

8.3 With regard to provident fund, gratuity fund, superannuation fund or any other special fund created or existing for the benefit

of such employees of the Demerged Undertaking, upon the

scheme being effective, the Resulting Company shall stand

substituted for the Demerged Company for all purposes

whatsoever in relation to the administration or operation of such

fund or funds and the obligation to make contributions to the

said fund or funds. It is the aim and intent of the scheme that all

the rights, duties, powers and obligations of the Demerged

Company in relation to such funds shall become those of the

Resulting Company. It is clarified that the services of the

employees of the Demerged Undertaking will be treated as

having been continuous for the purpose of the aforesaid fund

etc.

8.4 The Resulting Company undertakes to continue to abide by any

agreement(s)/settlement(s) entered into or conditions of letters

of appointment issued by the Demerged Company to any

employees of the Demerged Company engaged in the Demerged

Undertaking. The Resulting Company agrees that for the purpose

of payment of any retrenchment, compensation, gratuity and

other terminal benefits, the past services of such employees with

the Demerged Company concerning the divisions shall be taken

into account, and further agrees and undertakes to pay the same

as and when payable.

9. CONDUCT OF BUSINESS OF UNDERTAKING BY DEMERGED

COMPANY TILL EFFECTIVE DATE

With effect from the appointed date and up to the effective date,

the Demerged Company:

9.1 shall hold all the assets and liabilities of lndore Pharma Division

for and on behalf of the Resulting Company, dismantle the plant

for the purpose of relocation a t i t s land a t Kasrawad, Dist

Khargone, and commissioning of the same under the name and

style of 'Kasrawad Pharma DivisionJ and shall take al l necessary

steps for commissioning of the same a t the earliest possible date,

including securing loan from Banks and al l necessary permissions,

registrations, licenses, authorizations and statutory clearances

held in i ts own name from all concerned government bodies and

authorities for handing over the same to the Resulting Company

pursuant to the present scheme.

9.2 shall carry on and be deemed to carry on all i t s business

concerning the Demerged Undertaking and activities and shall

hold and stand possessed and shall be deemed to have held and

stood possessed of i ts properties and assets on account of and in

trust for, the Resulting Company and account for any income or

profit accruing or arising to the Demerged Undertaking or losses,

costs, charges and expenses arising or incurred by the Demerged

Company shall, for all purposes, be treated as the income, profits,

costs, charges, expenses and losses as the case may be, of the

Resulting company;

9.3 hereby undertakes to carry on i t s business and activities in the

ordinary course of business with reasonable diligence and utmost

business prudence and shall not, without the written consent of

the Resulting Company sell, transfer, alienate, charge, mortgage

or encumber or otherwise deal with the Demerged Undertaking

or any part thereof except in the ordinary course of their

business;

9.4 shall not, vary the terms and conditions of the employment of i ts

employees except in the ordinary course of business;

9.5 shall only with the prior written consent of the Resulting

Company, undertake any new business in the Demerged

Undertaking, other than the manufacturing of pharmaceutical

products, which is being transferred to the Resulting Company;

9.6 shall not increase i t s liabilities in any manner, except in the

ordinary course of business.

Director.

10. REORGANISATION OF CAPITAL OF THE COMPANIES

10.1 Reduction of Share Capital of the Demerged Company:

(a) The scheme does not envisage reduction or change in the

authorized share capital of the Demerged Company. However, in

consideration of the provisions of this scheme and as an integral

part thereof, the issued, subscribed and paid up share capital of

the Demerged Company shall stand reduced, restructured and

reorganized in the manner set out under the below mentioned

clauses and the provisions of this clause shall operate

notwithstanding anything to the contrary in any other

instrument, deed or writing.

(b) Upon the Scheme being effective and as a consequence of

transfer of the Demerged Undertaking, the issued, subscribed

and paid up equity share capital of the Demerged Company shall

stand reduced and each equity shareholder of the Demerged

Company shall continue to hold two (2) fully paid up equity

shares of Rs.101- each of the Demerged Company as against each

five (5) fully paid up equity shares of Rs.101- each, as on the

record date, the fractions, if any, shall be rounded-off to the

nearest share and dealt with in accordance with the scheme. On

the scheme being effective, the entire issued, subscribed and

paid up preference share capital and part of the equity share

capital of the Demerged Company shall stand transferred to the

Resulting Company and to that extent the same shall result into

reduction of capital of the Demerged Company as under:

Issued, Subscribed and Paid-up:

1,78,89,780 Equity Shares of Rs. 101- each

35,00,000-Redeemable, Non Cumulative, Non

I Preference Shares of Rs. 101- each (To be I 1

Amount in Rs.

17,88,97,800

Convertible Preference Shares of Rs.101- each

25,00,000-0% Non-Convertible, Redeemable

3,50,00,000

allotted)

70,37,898-Redeemable Preference Shares of

Director,

2,50,00,000

Rs.101- each Total

7,03,78,980

30,92,76,780

(c) On the Scheme being effective, the paid up share capital of the

Demerged Company shall be 1,19,26,520 (One crore nineteen

lacs twenty six thousand five hundred twenty) Equity Shares of

Rs.101- each aggregating to Rs.11J92,65,200/- (Rupees eleven

crores ninety two lacs sixty five thousand two hundred) which

shall be divided as under:

(e) It is hereby clarified that the amount by which the share capital

of the Demerged Company is reduced in terms of Clause (b) & (c)

above, shall not be paid to the shareholders of the Demerged

Company, except payment for the fractional shares arising out of

the division of issued and paid up equity share capital and all

applicable accounting standards shall be followed while passing

the necessary accounting entries in this connection.

Issued, Subscribed and Paid-up:

1,19,26,520 Equity Shares of Rs. 101- each

Total

Amount in Rs.

11,92,65,200

11,92,65,200

(d) The scheme envisages reduction of the issued, subscribed and paid-up share capital of the Demerged Company, which shall be

given effect as an integral part of the scheme. Upon the approval

being given by the shareholders of the Company at the Annual

General Meeting under Section 100-104 of the Act of 1956, and

also upon the scheme being effective, it shall be deemed to be

the consent of the shareholders under the provisions of Section

100-104 of the Companies Act, 1956 and all other applicable

provisions of the Act to such reduction of the share capital of the

Demerged Company and no other approval or procedures shall

be required to be followed for the purpose of the reduction of

share capital of the Demerged Company. The reduction of share

capital as above would not involve either a diminution of liability

in respect of unpaid share capital or payment of paid-up share

capital and the provisions of the Act in this regard shall not be

applicable. Hence, the order of the Hon'ble High Court

sanctioning the Scheme shall be deemed to be an Order under

Section 102 of the Companies Act, 1956 confirming the

reduction. The Demerged Company shall not be required to add

"and reduced" as a suffix to the name.

(f) Upon the Scheme being effective, the shares and the share

certificates issued by the Demerged Company to i t s members in

relation to their holding shall, without any further application,

act, instrument or deed, be deemed to have been cancelled and

be of no effect on and from the appointed date and the

Demerged Company shall issue fresh share certificates or de-

mated shares to i t s shareholders in accordance with the

provisions of the Companies Act, 2013 and the Rules, made there

under. The equity shares held by the members of the Demerged

Company in de-mat form shall stand reduced in their de-mat

account with their respective bankers.

(g) The present "authorized share capital" of the "Demerged

Company" consists of, inter-alia, 29,62,102 (Twenty nine lacs

sixty two thousand one hundred two) 0% Optionally Convertible

Redeemable Preference Shares of Rs.101- each which are not

presently issued and are proposed to be issued by the Demerged

Company pending consideration of the present scheme so as to

become a part of i t s issued, subscribe and paid-up share capital.

After the appointed date and before the coming into effect of

this scheme and prior to the issue of the said preference capital,

the Demerged Company proposes to change the nomenclature of

the said authorized preference shares as 29,62,102 (Twenty nine

lacs sixty two thousand one hundred two) 0% Non-Convertible

Redeemable Preference Shares of Rs.lO/- each by amending i ts

Memorandum. On the said reclassification as stated above, the

Demerged company to issue 25,00,000 (Twenty five lacs)

0% Non-Convertible Reedemable Preference Shares, a t a

premium to i ts promoters in compliance of the sanction terms of

the lending Banks, immediately after approval of the

shareholders at the forthcoming annual general meeting for the

year 2015. Therefore, on the scheme being effective the 0% Non-

Convertible Redeemable Preference Shares of Rs.lO/- each shall

become part of the issued, subscribed and paid-up share capital

of the Resulting Company.

10.2 Authorised, Issue & Allotment of Equity and Preference Share

Capital of the Resulting Company:

(a) Upon coming into effect of this Scheme, the authorized share

capital of the Resulting Company shall, without any further act,

deed or compliance of any section under the Companies Act,

2013 or the rules made there-under as may be applicable in this

regard be increased from Rs.1,00,00,000/- (Rupees one crore)

divided into 10,00,000 (Ten lacs) equity shares of Rs.101- each to

Rs.32,50,00,000/- (Rupees thirty two crores fifty lacs):

Authorized:

1,90,00,000 Equity Shares of Rs. 101- each

35,00,000, Redeemable, Non Cumulative, Non Convertible Preference Shares of Rs.101- each 29,62,102, 0% Non-Converti ble, Redeemable

Therefore, under the scheme it is proposed to increase the

Amount in Rs.

19,00,00,000

3,50,00,000

Preference Shares of Rs.101- each 70,37,898 Redeemable Preference Shares of Rs.101- each

Total

authorized equity share capital of the Resulting Company by issue

2,96,21,020

7,03,78,980

32,50,00,000

of 1,80,00,000 (One crore eighty lacs) fresh equity shares of

Rs.101- each and 1,35,00,000 (One crore thirty five lacs) fresh

preference shares of Rs.101- each as mentioned in table above

and consequently Clause V of the Memorandum of Association of

the Resulting Company (relating t o authorized share capital) shall

without any further act, instrument or deed be stand altered,

modified and amended pursuant t o Sections 61 and 14 and other

applicable provisions of the Act, as the case may be, in the

manner set out below and be replaced by the following clause:

V. The authorized share capital of the Company shall be

Rs.32,50,00,000/- (Rupees thirty two crores fifty lacs) divided

into 1,90,00,000 (One crore ninety lacs) Equity Shares of Rs.

lo/- each, 35,00,000 (Thirty five lacs) Redeemable, Non

Cumulative, Non Convertible Preference Shares of Rs.lO/-

each, 29,62,102 (Twenty nine lacs sixty two thousand one

hundred two) 0% Non-Convertible, Redeemable Preference

Shares of Rs.10/- each and 70,37,898 (Seventy lacs thirty seven

Director, Managing Director. -L.. ... ..

24

thousand eight hundred ninety eight) Redeemable Preference

Shares of Rs. lo/- each.

(b) Upon the Scheme being effective, the issued, subscribed and paid

up share capital of the Resulting Company shall without any

further act, deed or compliance of any section under the

Companies Act, 2013 and the Rules made there-under or the

provisions of the SEBl Act, Guidelines or Rules & Regulations

made there-under as may be applicable in this regard, be stand

increased from the statutory minimum issued shares capital of

Rs.5,00,000/- (Rupees five lacs) divided into 50,000 (Fifty

thousand) equity shares of Rs.101- each to Rs.30,97,76,780/-

(Rupees thirty crores ninety seven lacs seventy six thousand

seven hundred eighty) as under:

Therefore, upon the scheme being effective 1,78,89,780

(One crore seventy eight lacs eighty nine thousand seven hundred

Issued, Subscribed and Paid-up:

1,79,39,780 Equity Shares of Rs. 101- each (consisting of 50,000 existing equity shares and 1,78,89,780 equity shares allotted under the scheme); 35,00,000, Redeemable, Non Cumulative, Non Convertible Preference Shares of Rs.lO/- each 25,00,000, 0% Non-Convertible, Redeemable Preference Shares of Rs.lO/- each 70,37,898 Redeemable Preference Shares of Rs.101- each

Total

eighty) equity shares of Rs.101- each of the Resulting Company shall

be allotted to the existing equity shareholders of the Demerged

Company, as part of the scheme in the ratio of three

(3) equity shares of Rs.lO/- each against each five (5) equity shares

of Rs.lO/- each, as on the record date before giving effect to

reduction as per clause 10.1 (b), the fractions, if any, shall be

rounded-off to the nearest share and dealt with in accordance with

Amount in Rs.

17,93,97,800 -

3,50,00,000

2,50,00,000

7,03,78,980 30,97,76,780

the scheme, held by them in the Demerged Company and the

preference shareholders of the Demerged Company holding

35,00,000 (Thirty five lacs) Redeemable, Non-Cumulative,

Non-Convertible Preference Shares of Rs.lO/- each,

25,00,000 (Twenty five lacs) 0% Non-Convertible, Redeemable

Preference Shares of Rs.lO/- each and 70,37,898 (Seventy lacs

thirty seven thousand eight hundred ninety eight) Redeemable

Preference Shares of Rs.101- each shall become the preference

shareholders of the Resulting Company.

(c) Upon the Scheme being effective and in consideration of the

transfer of and vesting of the Demerged Undertaking of the

Demerged Company into the Resulting Company in terms of the

scheme, al l the equity shareholders of the Demerged Company

shall also become the shareholders of Resulting Company,

without changing their respective proportion of holding under

the class they belong to.

(d) It is clearly made out that the scheme does not envisage issue

and allotment of any equity share of the Resulting Company to a

person other than the existing equity shareholder of the

Demerged Company and the shareholding of the members of the

Demerged Company holding equity shares shall be in the same

proportion in which they were holding equity shares in the

Demerged Company except to the extent of impact of the

statutory minimum number of 50,000 (Fifty thousand) equity

shares allotted by the Resulting Company to i t s subscribers a t the

time of i t s incorporation.

(e) Upon the scheme being effective, the new share certificates of

the Resulting Company in relation to the issued equity and

preference shares, held in physical form shall be issued to the

shareholders of the Demerged Company and the Resulting

Company shall issue fresh share certificates to i ts shareholders in

accordance with the provisions of the Companies Act, 2013 and

Rules made there under.

(f) The de-mat accounts of the members of the Demerged Company,

holding equity shares in de-mat form, shall stand credited with

such number of the equity shares proposed under the scheme to

be allotted to them in lieu of the equity shares held by them in

the Demerged company and to facilitate such credit, the

Resulting Company shall also enter into necessary agreement and

arrangement with the National Security Depository Limited

(NSDL) as well as Central Depository Services Limited (CDSL).

(g) The equity shares of the Resulting Company issued and allotted

in terms of this scheme shall rank pari-passu in all respect with

the existing equity shares of the Resulting Company.

(h) The equity and the preference shares of the Resulting Company,

issued and allotted in terms hereof shall be subject to the

Memorandum and Articles of Association of the Resulting

Company as well as the terms and conditions under which the

shares were issued.

10.3 Under the scheme, no fractional share certificates are proposed

to be issued either by the Demerged Company or by the

Resulting Company. In respect of fractional entitlements, if any,

to which the equity shareholders of either Company are entitled,

the same shall be dealt with by the Board of Directors of the

respective Company, who shall consolidate all such fractional

entitlements of their respective company and shall without any

further application, act, instrument or deed issue and allot equity

shares in lieu thereof to an individual trustee or a corporate

trustee ("the Trustee") who shall hold the same with al l additions

or accretion thereto in trust for those entitled to the fractions

and sell the same in the market a t such price and a t such time as

the Trustee may deem fit a t hislits sole discretion and distribute

the net sale proceed to all the equity shareholders entitled to the

same in proportion to their fractional entitlements.

10.4 Upon coming into effect of this scheme the Demerged Company

shall file necessary Form of Minutes with the Office of the

Registrar of Companies, Maharashtra intimating reduction in i ts

issued, subscribed and paid up share capital and shall pay all

necessary fees as may be applicable and required to be paid in

accordance with law for filing of such forms and intimations and

on receiving a certified copy of the order of the Hon'ble High

Court approving the present scheme, the Office of the Registrar

of Companies, Maharashtra shall record the reduction in share

capital of the Demerged Company in terms of provisions of the

Companies Act.

L Director.

10.5 Upon the scheme being effective, the Resulting Company shall

file necessary form of notice with the Office of the Registrar of

Companies, Maharashtra intimating increase in i ts authorized,

issued, subscribed and paid up share capital and shall pay all

necessary fees and duty as may be applicable and required to be

paid in accordance with law for filing of such forms and increase

in the authorized share capital and on receiving a certified copy

of the order of the Hon'ble High Court approving the present

scheme, the Office of the Registrar of Companies, Maharashtra

shall, with effect from the appointed date, record the increase in

the authorized, issued, subscribed and paid-up share capital of

the Resulting Company in terms of provisions of the Companies

Act.

10.6 Upon the scheme being effective, the Demerged Company shall

continue to remain being listed on the National Stock Exchange

as well as the Bombay Stock Exchange for i t s reduced share

capital with 1,19,26,520 (One crore nineteen lacs twenty six

thousand five hundred twenty) fully paid up equity Shares of

Rs.101- each in the name of i t s shareholders on the Record Date

and similarly the Resulting Company shall get the benefit of

listing on the National Stock Exchange as well as the Bombay

Stock Exchange for the 1,79,39,780 (One crore seventy nine lacs

thirty nine thousand seven hundred eighty) equity shares of

Rs.101- each consisting of the existing 50,000 (Fifty thousand)

equity shares and 1,78,89,780 (One crore seventy eight lacs

eighty nine thousand seven hundred eighty) equity shares issued

and allotted under the scheme to give benefit of listing to all the

existing equity shareholders of the Demerged Company in the

Resulting Company. The Resulting Company shall complete all

necessary listing formalities as may be required to be completed

by the Stock Exchanges and in case of any difficulty in listing of

shares at the National Stock Exchange, the shares of the Resulting

Company shall continue to be listed only on the Bombay Stock

Exchange. The scheme does not propose listing of the preference

shares issued by the Resulting Company on any exchange as they

are privately placed to the promoters.

hrlanaging Director.

11. CHANGE OF NAME AND OBJECTS

Immediately upon the scheme being effective, the Demerged

Company shall change i ts main objects from being manufacturer

of pharmaceutical products and related activities to the real

estate business and related activities and in consonance thereof

change i t s name from Parenteral Drugs (India) Limited to

Parenteral Estates (India) Limited or any other suitable name as

may be made available by the Office of the Registrar of

Companies, Maharashtra and shall file necessary Application and

Forms with the Office of the Registrar of Companies,

Maharashtra intimating change in main objects and the name

and shall pay all necessary fees and charges as may be applicable

and required to be paid in this regard in accordance with law

along with a certified copy of the order of the Hon'ble High Court

approving the present scheme and the Office of the Registrar of

Companies, Maharashtra shall, process the applications of the

Demerged Company in terms of provisions of the Companies Act.

12. ACCOUNTING TREATMENT AND STANDARDS

The Demerged and the Resulting Companies shall account for the

present scheme of arrangement & demerger in their respective

books of accounts and records in conformity with the applicable

Accounting Standards and particularly as under:

(a)The Demerged Company shall, upon coming into effect of the

Scheme and on account of the demerger of the Demerged

Undertaking into the Resulting Company, reduce the book value

of i t s assets and liabilities as on the close of business of the day

immediately preceding the Appointed Date pertaining to the

Demerged Undertaking.

(b) The Demerged Company shall, upon coming into effect of the

Scheme and on account of the demerger of the Demerged

Undertaking into the Resulting Company, reduce the credit

balance in Capital Reserve, General Reserve, Amalgamation

Reserve, Securities Premium Account and the debit balance in

Profit and Loss Account to the extent apportioned to the

Resulting Company.

lor infutec Healthc;ic , i~,,;, , , ;.i.:..d,

7 "' %? i f / v L / Director. v f l ~ r . : l i i : c c : - . ; T ~ ~ ~ ~ ~ : ~ .

(c) The excess or deficit, if any, remaining after recording the

aforesaid entries and reduction of share capital as stated in

Clause 10.1 (b) shall be credited by the Demerged Company to i ts

Capital Reserve or debited to Goodwill, as the case may be.

(d)The Resulting Company shall, upon the demerger becoming

effective record all the assets, liabilities and reserve mentioned in

Clause 12 (a) and (b) above relating to the Demerged

Undertaking vested in it pursuant to this Scheme at the values as

appearing in the books of the Demerged Company at the close of

business of the day immediately preceding the Appointed Date.

(e) The Resulting Company shall credit i ts Share Capital Account with

the aggregate face value of the Equity and Preference Shares

issued to the shareholders of the Demerged Company pursuant

to Clause 10 of the Scheme.

(f) The excess or deficit, if any, remaining after recording the

aforesaid entries shall be credited by the Resulting Company to

i t s Capital Reserve or debited to Goodwill, as the case may be.

(g) In case of any difference in the accounting policies of the

Demerged and Resulting Company, the impact of the same will

be quantified and adjusted in the Revenue Reserve(s) if any or

Profit and Loss Account of the Resulting Company to ensure that

the Financial Statements of the Resulting Company reflect the

financial position on the basis of consistent accounting policy.

(h) Notwithstanding the above, the Board of Directors of the

Demerged and Resulting Company, in consultation with

respective statutory auditors, is authorised to (a) account any of

these or other balances or items in any manner whatsoever, as

may be deemed fit or (b) to make such adjustments as may be

necessitated including reclassification of assets.

13. CONTINUATION OF THE DEMERGED COMPANY

Upon the scheme being effective, the operations of the

Demerged Company shall continue, with the Residual

Undertaking.

14. APPLICATIONS TO HIGH COURT

The Demerged and the Resulting Companies shall, with all

reasonable dispatch, make joint petitions t o the Hon'ble High

Court of Maharashtra at Mumbai or t o the National Company

Law Tribunal pursuant to Sections 391-394 read with section 100-

104 and other applicable provisions of the Act or any provisions

of the Companies Act, 2013 as may be applicable to the

Companies, from time to time, for seeking sanction of the

present scheme and apply for and obtain such other approvals, i f

any, required under the law.

15. APPROVALS AND MODIFICATIONS

The Board of Directors of the Demerged and the Resulting

Companies may assent from time to time, on behalf of all persons

concerned including the shareholders, to any modification(s) or

amendment(s) or addition(s) to the present scheme, or to any

conditions or limitations which either the Board of Directors of the

Demerged and the Resulting Companies may deem fit or which the

Hon'ble High Court and/or any competent authority, if any, under

the law may deem fit, to approve of or impose and which the

Board of Directors of the Demerged and the Resulting Companies

may in their discretion, deem fit, and to resolve all doubts or

difficulties that may arise in carrying out and implementing this

scheme and to do all acts, instruments, deeds, matters and things

necessary or to review the position relating to the satisfaction of

the conditions of this scheme and if necessary, to waive any of

those (to the extent permissible under law) for bringing the scheme

into effect. In the event of any of the conditions that may be

imposed by the Hon'ble High Court or other authorities including

the SEBl and the Stock Exchanges, which the Demerged and the

Resulting Companies may find unacceptable for any reason,

whatsoever, then the Demerged and the Resulting Companies are

at liberty to withdraw the scheme. The aforesaid powers of the

Demerged and Resulting Companies may be exercised by their

respective Board of Directors, or a committee of the concerned

Board of Directors, or any director or employee authorised in that

behalf by the concerned Board of Directors (hereinafter referred to

as the "Delegates").

r , : . -? . - Director. . - - , .~& . i - - . . .

15.2 For the purpose of giving effect to this scheme or to any

modifications or amendments thereof, or additions thereto, the

Delegate(s) of the Demerged and the Resulting Companies may

give and are hereby authorised to determine and give all such

directions as are necessary including directions for settling or

removing any question of doubt or difficulty that may arise and

such determination or directions, as the case may be, shall be

binding on all parties in the same manner as if the same were

specifically incorporated in this scheme.

16. SCHEME CONDITIONAL UPON APPROVALS/SANCTIONS

The scheme is conditional upon and subject to:

16.1 Approval by the public shareholders of the Demerged Company,

through a Special Resolution passed by way of postal ballot and

e-voting in terms of SEBI Circular No. CIR/CFD/DIL/05/2013 dated

February 4, 2013 read with SEBl Circular No. CIR/CFD/DIL/8/2013

dated May 21, 2013; Provided that the same shall be acted upon

only if the votes cast by the public shareholders in favour of the

scheme are more than the number of votes cast by the public

share holders against it, shareholders of the Resulting Company

and the creditors of the Demerged and the Resulting Companies

as required under the Act and the requisite orders of the Hon'ble

High Court referred to in Clause 14 above being obtained;

16.2 Such other sanctions and approvals including sanctions of SEBI

and Stock Exchanges and/or any governmental or regulatory

body or authority of the scheme being obtained;

16.3 A certified copy of the Court order sanctioning the scheme, being

filed with the Registrar of Companies, Maharashtra by the

Demerged and the Resulting Companies.

17. COST, CHARGES AND EXPENSES

All costs, charges, taxes including duties, levies and all other expenses, if any, arising out oflor incurred in securing approvals and sanctions for the scheme and matters incidental thereto shall be borne and paid by the Demerged Company. However, the cost, charges, fees, duties and expenses payable to the Exchanges and to the Ministry of Corporate Affairs pertaining to the share capital of the Resulting Company, shall be borne and payable by the Resulting Company.

For lnfulec Healthcare (India) Limlred,

Djrector. Managing Director

18. APPROVALS/SANCTION NOT FORTHCOMING

In the event any of the approvals, sanctions and filings referred

to in Clause 16 are not obtained, completed or forthcoming, the

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 any right, liability or obligation

which has arisen or accrued pursuant thereto and which shall be

governed and shall be preserved or worked out as specifically

provided in the scheme or as may otherwise arise in law.

ector . U a n a ~ i n g Directot

BADDl PHARMA DIVISION:

N0.1736 I Khasra no. 994 I 1 I 7

SR.NO

SALE DEED

I Khasra no. 1022 I 31 2 / Khasra no. 1023 2 1 0

PARTICULARS

Land At Village Bhud, PO-Baddi,Tahsil -Nalagarh, Dist.-Solan-HP

~0.1738 I Khasra no. 1017 I 0 1 19

AREA

Bigha

SALE DEED

I Khasra no. 1021 I 11 2

AREA

Biswas

TOTAL

1 Khasra no. 1016 I 1 I 11

SALE DEED N0.1734

SALE DEED N0.1740

I Khasra no. 1018 1 0 1 17

6

TOTAL 1 3 1 1

9

Khasra no. 1024

TOTAL

Khasra no. 1025

TOTAL

Khasra no. 1015

M a n a g i n ~ Director.

0

2

1

1

0

SR.NO

1

2

3

4

5

6

15

16

6

6

13

PARTICULARS

FACTORY BUILDING Situated at Khasra no 994,1022,1023,1017,1021, 1024,1025,1015,1016,1018 Village Bhud,P.O.- Baddi,Tahsil- Nalagarh, Dist -Soaln (H.P)

ELECTRICAL INSTALLATION

ELECTRICAL INSTALETION

ELECTRICAL INSTALLATIONS

COMPRESSOR

D.G.SETS500KVA

MOTORS

PUMPS

Qm

1

1

Unit

Nos

Nos

I VEHICALES

COMPUTER & SOFTWARE

1 BUS

1 / COMPUTER (DESK TOP) 24 1 2

1 WOODEN AND ALLUMlNlUlM

-- -

1

1

Nos

PRINTER

FURNITURE & FITTINGS

FURNITURE & FIXTURE

I PLANT & MACHINERY

10

2 STRUCTURE

3 1 PACKING CONVEYOR

1

2

1 I Nos

BOILER NEW (N0.04)

SIFTER MACHINE 30"

6 I DRYER

4

5

1 I Nos

1

1

Nos

Nos

WEIGHING BALANCE

DlGlTlAL WEIGHING BALANCE

7

8

9

10

11

12

13

14

1

1

15

16

17

Nos

Nos

CARTON SEALING MACHINE AUTOCLAE DOUBLE DOOR (SINGLE CHAMBER)

HYDRAU LlC PALLET TRUCKS

STRAPPING MACHINE

UBIQUE BRUSTING STRENGHT BOARD TESTER

STABILITY CHAMBER 400 LTRS

CLEAN ROOM FITTING CEPHLO BLOCK CLEAN ROOM FITTING GENERAL BLOCK AUTOMATIC BOTTLE LABELLING

18

MACHINE

COOLING TOWER

D.M. PLANT

19

20

21

22

23

24

1

1

5

1

1

1

1

1

ROTARY TABLETING MACHINE

PAM PACK CODING AND PACKING

Nos

Nos

Nos

Nos

Nos

Nos

Set

Set

1

1

1

//

MACHINE

NITROGEN PLANT

FLUID TRANSFER SYSTEM

H.P.L.C SYSTEM

AIR HANDLING UNIT

BLISTER PACKING MACHINE

Nos

Nos

Nos

1 Nos

1

1

1

1

1

1

Nos

Nos

Nos

Nos

Nos

Nos

For lnfutec Healthcare ( I r ~ u ~ a ~ L I ~ I I I ~ ~ . For Pnrerlrercl zrgs ( I ) Ltd.,

.LL. -.- - -- A Managing Director.

25

26

27

28

29

30

31

32

33

34

35

36

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

AUTOMATIC HIGH SPEED

INJ.POWDER FILLING MACHINE AUTOMATIC ROTARY EIGHT HEAD

VIAL CAP SEALING MACH.

DIFUSER RAPID MIXER GRANULATOR ( 4000 LTRS)

BE COATER 48"

STORAGE TANK 2250 LTRS

S.S.DISTILLATION PLANT 5 COLUMNS

S.S.SORAGE TANK

TABLET DlSOLUTlON TESTER

DEHUMIDIFIER

OIL FIRED BOILER

GARMENTS CUBICALS

DUCTING

AMPULES WASHING MACHINE AMPOULE FILLING & SEALING MACHINE

BOILER OIL FIRED

M ISC ASSETS

PLATE HEAT EXCHANGER

AIR RECEIVER

STRIP PACKING MACHINE

CYCLONE ULTRA

LAB EQUIPMENTS

ANGLE GRINDER RECESS MOUNTED BOTTOM LUMINARIES

INNER FRAME

S.S.STOOLS

S.S.TRYS

MANNUAL ELECTRIC STACKER

SEALING ROLLER

OCTAZONAL BLENDER

SCREU TYPE REFRIGERATING EQUIPMENT STERILITY TEST APPRATUS WlTH OUT VACUUME

TIPPER 150 KGS WITH ACCESSORIES

LAMINAR AIR FLOW

MIXER

CUTER

1

1

1

1

1

1

1

1

1

1

1

1

1

1

1

1

1

1

1

1

1

1

1

1

1

1

1

1

1

1

1

1

1

1

1

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos

61

62

63

64

65

66

67

68

69

70

71

HEPA TERMINAL BOX

PLANT & MACHINERY

SAMPLEING & DISPENSING HOOD

S.S.AMPULES TRAT TROLLY MACHINE CAPSULE FILLING AUTOMATIC

FORM FILL & SEAL MACHINE

COATING PAN 18 " WITH PANEL

FORM FILL & SEAL MACHINE NO -11

SPECTROPHOTOMETER

PORTABLE ANALYZER

VAPOUR ABSORPTION SYSTEM

1

1

1

1

1

1

1

1

1

1

1

Nos

Nos

Nos

Nos

Nos

Nos

Nos

NOS

Nos

Nos

Nos

Schedule-2 INDORE PHARMA DIVISION:

c Healthcare (Indle) Llnlited.

Director. Mmaging Directot

S.NO. 1 2

3 4 5

6 7

8 I I

1 2 3 4

5 6 7

8 9

1 0 11

12 13

1 2

3 4 5 6 7

8 9

10

11 12

13 14 15 16 17 18

ONCOLOGY BLOCK NEW BUILDING (ONCOLOGY) COLD ROOM 7 FT X 12 FT X 7.5 FT FALL CElLLlNG 1500/1165 MM

(CYTOTOXIC BLOCK) VIEW PANES (CYTOTOXIC BLOCK)

DOOR OVER PANEL (CYTOTOXIC) MAKE UP PANELS (CYTOTOXIC BLOCK)

RAZER PANEL (CYTOTOXIC BLOCK) DOOR & DOOR FRAMES (CYTOTOXIC BLOCK ) VEHICALES VAN AMBULANCE (MP09AB0852) TRACTOR TRACTOR (MP 4 1 M 2832) TANKER I (MP 09 HF 8312)

TANKER (MP 09 KC 8258) EICHER (796) Bus (MP09 FA 3271) EICHER (797) Bus (MP09 FA 3274) EICHER (795) Bus (MP09 FA 3275)

BUS 3651 (MBA 6943) TANKER (MP09 KA-9399) BUS (MP 09 S-7842)

BUS (MP 09 KB 6568) DELIVERY VANS (eicher)

OFFICE EQUIPMENTS FAX MACHINE FAX MACHINE OFFICE

AQUAGURD FAX MACHINE (A.K.MISHRA)

FRIDGE COLLER T.V.

PHOTOCOPIER CELLULER MOBILE BATTRIES FOR D.G.SETS AIR CONDITIONER OFFICE

AIR CONDITIONER OFFICE EPBX BBY OFFICE NOTE COUNTING MACHINE

MlSC ELECTRONICES ITEMS

EPBAXCVT AIR CONDITIONER

QW 1

1

1 1

1

1

1

1

Qn 1 1 1 1

1 1

1 1 1

1 1

1 1

QW 1 1

1 1 1

1 1

1 1 1

1 1

1 1 1

1

1 1

UNIT Set Set

Set Set

Set

Set

Set

Set

Nos Nos Nos Nos

Nos Nos

Nos Nos

Nos Nos NOS

Nos Nos

Nos Nos

Nos Nos Nos Nos Nos

Nos Nos Nos

NOS Nos Nos Nos Nos

Nos Nos Nos

L.,.. Director, p:,:r7r,:z; r:a!*ecto~.

19 20 2 1 22 23 24

25 26 27 28 29 30 3 1 32

33

34

35

36

37

38

39

40 4 1

1

2

3 4 5 6 7

8 9

10 11 12 13

EPBAX

FRANKING MACHINE PHOTOCOPIER COLLER AC FREDGE

FREDGE TELEPHONE INSTRUMENT FACTORY VEDlO CEMERA FRANKING MACHINE REFRIGERATOR COOLER MELTRON SYSTEM PHOTOCOPIER AC DRIVE MODEL-VFD002L21A 0.2KW/0.25HP COMPUTER TERMINAL,TYPE:VEP40.3CEN-256N R.O.PLANT MEMBRANE ELEMENT 8"X 1MTR AIR CONDITIONER 1.5 TON (SPLIT A.C.) AIR CONDITIONER 1.5 TON (SPLIT A.C.) AIR CONDITIONER 1.5 TON (SPLIT A.C.) EARTHING SYSTEM SET AIR COOLER ANTARTIEA 1120x1600x1500M M AIR CONDITIONER 2 TON (SPLIT A.C.)

ELECTRICAL INSTALLATION/ EQUIPMENTS ELECTRICAL INSTALLATION (INCLUDNIG D.G. SETS)

AIR CONDITIONER ELECTRIC POWER SCREW COMPRESSOR D.G.SETS 380 KVA COMPRESSOR D-GSETS 380 KVA TRANSFORMER 1500 KVA

ELECTRICAL LIGHT FllTlNG ELECTRICAL INSTALLATION (cables) VCB-33 KV 1250 AMP

U.P.S I U.P.S II D.G.SET OFFICE

1

1 1

1 1 1

1 1 1 1 1

1 1 1

1

1

1

1

1

1

1

1

1

QW

3 14

1 1 1 1 1 1

500 1

1 1

1

Nos

Nos Nos Nos

Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos

Nos

NOS

Nos

Nos

Nos

Nos

Nos

Nos Nos

Nos

Nos

Nos

NOS Nos NOS Nos Nos Mtrs NOS

Nos Nos NOS

r

14

15

1 1 2 I 3 1 4 1 6 1 1 2 3 4 5 6 7 8 9

10 11

12

13

14 15 16

17

18 19

20 21

22 23 24

D.G.SET OFFICE

AUTOMATIC VOLTAGE CONTROLLER 500 KVA

FURNITURE & FITTINGS MlSC ITEMS

COMPUTER & SOFTWARE SERVERS COMPUTERS-DESKTOP SAP SOFTWARE

LAP TOP S ALL PRINTERS I

PLANT & MACHINERY DRYER AIR DRYER UNIT

DRYER

COMPRESSOR

AIR COMPRESSOR

COMPRESSOR STERLISATION PALLETS

S.S.JALE S.S.JALE

AHUS AIR HANDLING UNIT

AIR HANDLING UNIT

AIR HANDLING UNlT (TABLET) AIR DlVlCE PROJECT

AIR HANDLING UNlT (11 NO) PROJECT SUVIDHA ANESHTHESIA OVEN HOTAIR

FILLING MACHINE WASHING MACHINE

MACHINE VlAL CAP SEALING WlTH SEAL.DIE (ANESHESIA

MACHINE ROTARY VlAL RINSING (ANESTHESIA PLANT) LAMINAR FLOW (VENERA)

AUTOCLAVE AUTOCLAVE

STERLIZER NEW

STERILIZER DOUBLE DOOR 24 FT WITH ACCESS STERLIZER DOUBLE DOOR 12 FT AUTO CLAVE NEW

1

1 QW

QW 4

134

10 60 QW 1 1 1 1 1 1 150 500 500 QW 1 12

2

2

QW 1 1 1

1

1 1

QW 1 2

1 1 1

Nos

NOS

Nos Nos

Nos Nos Nos

Nos Nos

NOS Nos

Nos Nos

Nos

Nos

Nos

Nos Nos

Nos

Nos

Nos

Nos Nos

Nos

Nos Nos

25

26

27 1 28 1 29 1 30 1 3 1 /

I 32 1 33 1 34 1

1 35 1 36

37 1

38 / 39 1 40 1

4 1

42 / 43

44 1 45

46 47

48

49

50 5 1

5 1 52

53

54

BFS 3000 M L MOULDING MACHINE SILO SS 600/200 LTR WlTH HOPPER LOADER

MOULD 2000 ML, 2 CAVITY FILLING MACHINE 1000 ML MOULDING CONVEOYOR LEAK TESTING MACHINE ROTARY ALU.CAP SEALING MACHINE CHILLER CHILLER MODEL KW4-155.1 VAPOUR ABSORPTION HEAT PUMP CHILING PLANT COOLING TOWER FRP COOLING TOWER COOLING TOWER INDUCED DRAUGHT AC-45 COOLING TOWER CORRUGATED BOX MANUFACTURING MACHINE MANUAL REEL STAND ROTARYJOINT REEL TO SHEET CUlTING MACHINE MACHINE 4 BAR ROTARY CREASING AND CUTTING SHEET PRESSING MACHINE SINGLE PROFILE CORRUGATION MACHINE SHEET PESTING MACHINE SPM 465 PRINTER SLOTTER SINGLE COLOUR

BOX STITCHER DOUBLE STAPLE ANGULAR CORRUGATION MACHINE WITH SLITER

CHAIN FEEDER 1 COLOR PRINTER SLOTTER MACHINE

MACHINE CORRU SHEET CUlTING 55 " ROTARY MACHINE PAPER REELSHEET CUTTING 55"AUT BAILLING & PRESSING MACHINE

FFS MACHINES MEMBRANE HOLDER FOR FFS MACHINE 48 CAVITY 100 M L BFS MACHINE (DS)

FORM FILL SEAL MACHINE 20CAVITY 500ML DS SEMI ELECTRIC STACKER

QW 3

1 1

1 I 1 I 1 / 1 I 1 1 1 I 1 1

1 I 2

1 I

1 1 2 I 1 I

1

1 I 1

4 I 2

4 2

1

1

1 1

Qn 1 1

1

1

Nos

Nos Nos Nos NOS Nos Nos

Nos Nos Nos

Nos

NOS NOS

Nos Nos Nos

Nos Nos

Nos NOS Nos

Nos Nos

N os

N os

Nos Nos

N os Nos

Nos Nos

55 56

Nos I 57

58

59 I

60 / CAGE FOR STERILIZATION AUTOCLAVE I I

1 450 I Nos

FREEZE DRYER NES (RITC 84193900) lOCAVlTY500MLFFSMOULD

1 6 1 1 FORM FILL& SEAL MACHINE 1 1 1 Nos I

DEFLASHER UNIT FORM FlLL & SEAL MACHINE 500 ML DOUBLE ROW DS NO-2 FORM FlLL & SEAL MACHINE DOUBLE ROW 500 ML -11

1 3 1

1

1

Nos Nos

62

63 64

STACKER SEMI-ELECTRIC,1000 KG ET 69- 1020 COMPUTER TERMINAL,TYPE:VEP40.3CEN-256N

65 66

MAIN MOULD GAS PLANT

67

68

69

70 7 1 72 73

1

1

NITROGEN GAS PLANT PSA, N2 NITROGENGENERATOR

74 75 76 77 78

77 78 79 80

Managing Director ,. - - -

Nos

Nos 1

QTY

GLASS BOTTLES STOPERING MACHINE FULL & HALF BUNGING AUTOMATIC 8 HEAD VlAL ALL.CAP SEAL MACHINE STERlLlSlNG & DEPYRO.TUNNEL MODEL-V-12H AUTOMATIC HlGH SPEED VlAL WASHING MACHINE HOMOGENIZER HIGH PRESSURE BOTTLE FILLING MACHINE BOTTLE WASHING MACHINE

AUTOMATIC STICKER LABELLING

8 1 82 83 84 85 86 87

Nos

1

1

MACHINE AUTOCLAVE DISTILLATTION PLANT WFISTORAGETANK DM STORAGE TANK LAB EQUIPMENTS LAMINAR FLOW ll LAMINAR FLOW IV CABINET SAFETY BIOLOGICAL DIGITAL MUFFLE FURNACE

Nos Nos

QTy

1

1

1

1

1 1

1

/"

AUTOMATIC STRAPPING MACHINE PARTICLE COUNTER ELECTRONIC WEIGHING BALANCE STERILITY UNIT SPECTRO PHOTOMETER H.P.L.C EQUIPMENT FTlR INSTRUMENT

Nos

Nos

Nos

NOS

Nos Nos Nos Nos

1

1 1

1 1

1

2 1 1

Nos Nos Nos Nos Nos

Nos Nos Nos Nos

1

1

3 2

1 1

1

Nos Nos Nos Nos Nos Nos

Nos

88

89 90 9 1

92 1 93

94 1 95

96 1 97 ' 98

99 100 101 102

103 104 105 106 107

108 109 110 111 112

113

114 115

116 117

HPLCSYSTEM

VACCUM OVEN 12x15 DIGITAL B.0.D INCUBATOR TOTAL ORGANIC CARBON ANALYZER TELE THERMOMETER OVEN HOT AIR, MOD:T0200S,600x630x600MM HPHV STEAM STERLIZER 750 X 750 900 OLYPUS BINOCULER RESEARCH MICROSCOPE (CYTO) GLASS WARE COLONY CONVERTER REFRIGERATOR

FLANK PHOTOMETER MELTING POINT APPERAX MOISUTURE BALANCE TLC

KF TITRATOR POTENTIOMETER REFRACTROMETER SONICATOR WATERBATH

DHS VACCUM BAR STEM CLOX

P.L.A SYSTEM I P.L.A SYSTEM II

LVP PACKING LINE HYDRULIC PALLETS TRUCKS

PALLETS PALLETS FOR WAREHOUSE HYDRAULIC PALLET TRUCK I HYDRAULIC PALLET TRUCK

1 1

7 1 1

1 1

1

100 1 4

1 1

1 1 1

1 1 1 1

2 1

1 1

1

Qm 1

1000 550 1

1

1% 130

Nos

Nos Nos Nos Nos

Nos Nos

Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos

Nos Nos Nos

Nos Nos

2 1

HYDRAULIC PALLETS TRUCKS AUTOMATIC POUCH PACKING MACHINE

Nos Nos

131 132

133 134 135

136

137

138

139

140 141

142

143 144 145

146

147 148 149

150 151 152 153 154 155 156 157

158 159 160

161 162 163

164 165 166

167

ONCOLOGY S.S.TANK 1000 LTRS S.S.TANK (5 LTRS ,25 LTRS ) TANK DECONTAMINATION FOR

CLOTH&EQUIP.WAS

DISTILATION PLANT SS316 800 LTRS PASS BOX DYNAMIC

GARMENT CUBICAL AUTO 4 HEAD VlAL LIQUID FILLING

PLUG & SEAL MACH

LABEL APPLICATOR MACHINE MACHINE AUTO.LIQUID FILL.4 HEAD,AVLF-120 VISUAL CHECKING BOARD (CYTOTOXIC BLOCK)

S.S.JALE (PALLETS) CYTOTOXIC OUTER VlAL WASHING MACHINE (CYTOTOXIC)

CABINET BIOSAFETY DUCTING LINE (CYTOTOXIC) PANELS

TROLLEY CONVEYOR STAND (OPTIONAL) (ONCOLOGY)

MIX BED

CHILLER LYOPHlLlZER

UNIDIRECTRI.VERTI.DOWNFLOW CLEAN AIR SYS WITH PASS OVEN HUMIDITY CONTROL

LYPHILIZER-II OVENS GLASS TUBE ROTOMETER

WEIGHING BALANCE DIGITAL WEIGHING BALANCE

ROLLER GEAR

LABEL PRINTING MACHINE

PAD PRINTING MACHINE PRINTER CARTON PRINTING MACHINE

AIR COMPRESSOR HAND DRYER (CYTOTOXIC PLANT)

TUNNELV-4H5 (CYTOTOXIC) GAUGE PHOTOHELIC (CYTO TOXIC)

AIR HANDLING UNIT (CYTOTOXIC)

BO'ITLES WASHING MACHINE (CYTOTOXIC)

QV 1 1

1

1 7 2

1 1

1

1

100

1

10 1

1

1

1 1

1

1

1 1 1

1 1

1 1 1

1 1

1 1 1

1

2 0

1

Nos Nos

Nos Nos Nos Nos

Nos Nos

Nos

Set Nos

Nos Nos Nos

Nos

Nos

Nos Nos

Nos

Nos

Nos

Nos Nos Nos

Nos

Nos Nos Nos

Nos Nos

Nos Nos Nos

Nos Nos

Nos

Nos

\ lncJ'dj L l l l 1 8 1 t d -

h- --. Managing liirector.

168

169 170

171 172

173 174 175 176

177 178 179 -

180 181 182

WATER SYSTEM LOOP LINE

STORAGE/DISTRIBUTION (cyto) Reprocess granules GRINDING MACHINE SCRAPE GRINDING BALANCE WEIGHING ELECTRO. 150 KG CAPA. (GRL)

PELLETIZING SYSTEM MODEL NLC 06 S.S.TANKS S.S.TANKS 30000 LTRS S.S.TANKS 30000 LTR I S.S.TANK 316 1500 LTRS SS TANK 10000 LTRS WATER SYSTEM REVERSE OSMOSIS PLANT MULTI-EFFECT WATER DISTILLER NEW R.O.PLANT DM PLANT REVERSE OSMOSIS PLANT

MlSC ASSETS PLANT & MACHINERIES BFS DIV. A N D OTHERS

12 13 14 15 16 17 18 19 20 21 22 23 24 25

-

1

1 1

1 1

1 1 1 1

1 1 1 1 1

Qn

Nos

Nos Nos

Nos

Nos

Nos Nos Nos

Nos

Nos NOS Nos Nos Nos

INCUBATOR

RABlT CAGES SPECTROD PHOTOMETER

SMALL AUTO CLAVE

STERLIZER MOTORPUMP

EXHAUST FAN ROGEN TEST EQUIPMENTS STERLITY TESTING APPRETOR

PAPER TESTING APPRETOR REFRIGERATOR

INCUBATOR BOILER AIR CONDITION PLANT

1 1 1 1 1 1 1

1 1 1 1 1 3 1

Nos Nos Nos Nos Nos Nos Nos Nos Nos

Nos Nos Nos Nos

Nos

26

27 28 29 30

1 32 1 AUTOCLAVE I 1 I Nos I

P.P.BLOWING MACHINE

P.P.BLOWING MACHINE II P.P.BLOWING MACHINE Ill

3 1 1 FILTER PRESS

1 33 1 SOLUTION TANK 2500 LTRS I 1 I Nos I

DISTILLATION PLANT D.M.WATER PLANT

1 1 Nos

1

1 1

1 36 1 SOLUTION TANK 300 LTRS I 1 I Nos I

Nos Nos Nos

1

1

34 35

I 1 I Nos I

Nos Nos

1 38 1 SOLUTION ROOM PIPE LINE I 1 I Nos I

S.S.TRANSFER PUMP SOLUTION TANK 1000 LTRS

I 1 I Nos I

1 1

NOS Nos

40 4 1 42 43

AUTOCLAVE STAND BLOW MOULDING MACHINE I BLOW MOULDING MACHINE II BLOW MOULDING MACHINE Ill

44 45 46 47 48 49 50 5 1 52 53 54 55 56 57 58 59 60 6 1 62 63 64 65 66 67 68 69 70 7 1 72

1

1

1 1

1

1 1

1 1

1

1 1

1

1 1

1 1

1 1 1

1 1

1 1 1

1 1

1 1 1

1

BLOW MOULDING MACHINE WATER SOFTENING PLANT

COMPRESSOR INSECT KILLING MACHINE LEMINAR FLOW PALLETS TRUCKS LEKAGES TESTING MACHINE LEKAGES TESTING MACHINE II

LEKAGES TESING MACHINE SELF INDICATING CONTROL MOTORPUMP SCRAP GRINDER SOLUTION TANK 3000 LTRS SOLUTION TANK 3000 LTRS

SEALING MACHINE CHECKING BOX CHECKING BOX CHECKING BOX CHECKING BOX CHECKING BOX

SSSTROLLS CLOTH WASHING MACHINE S.S.FILLING MACHINE

PRESSURE POSITIVE PRESS PRESSURE POSITIVE PRESS

STRIPPING MACHINE STRIPPING MACHINE STRIPPING MACHINE STRIPPING MACHINE

Nos Nos

1 1

NOS

Nos Nos Nos Nos Nos Nos Nos Nos Nos

Nos Nos Nos Nos Nos

Nos Nos Nos Nos Nos

NOS Nos NOS

Nos Nos

Nos Nos Nos

Nos

Nos Nos

73 74 75 76 77 78 79 80 8 1 82 83 84 85 86 87 88 89

90

9 1

92

93

94

95

96 97 98 99

100 101 102 103 104 105 106 107 108 109 110 111 112

LABLE CODE PRINTING MACHINE

TRANSFER PUMP HYDRAULIC PALLETS S.S.TANKS S.S.TANKS 7500 AIR COMPRESSOR ENERGY SAVING DEVICES MISC.ASSETS

DISTILLATION PLANT (ENERGY DEVICES) POLLUTION CONTROL DEVICES MOULD & DIES SPECTRO PHOTOMETER LAMINARFLOW I LAMINAR FLOW Ill STERILITY STAND SPECTRO PHOTOMETER AIR CONDITION PLANT P.P.BLOWING MACHINE (SMALL VOLUME40ML) P.P.BLOWING MACHINE (SMALL VOLUME 40 M L ) P.P.BLOWING MACHINE (LARGE VOLUME 500 M L ) P.P.BLOWING MACHINE (LARGE VOLUME 100 M L ) P.P.BLOWING MACHINE (LARGE VOLUMEIOOML) P.P.BLOWING MACHINE (LARGE VOLUME 500 ML ) P.P.BLOWING MACHINE (LARGE VOLUME500ML) LlGOlD FILLING MACHINE LlGOlD FILLING MACHINE SOLUTION TANK 1000 LTRS

PULLY MOULD & DIES WATER DISTILLER FLUID TRANSFER SYSTEM S.S.TRANSFER PUMPS HYDRAULIC SCISSOR FLOW PACK MACHINE LATHE MACHINE CLEAN AIR SYSTEM AIR CARTAINS LABLE PRINTING MACHINE AUTOMATIC CAP SEALER SHAPPING MACHINE

1

1

4 1

1

1 1 1

1 1

1 1 1

1 1 1 1

1

1

1

1

1

1

1

1 1

1 1

10 1 1 1 1

1 4 1

1 1

1

1

Nos

Nos Nos NOS NOS Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos

Nos

Nos

Nos

Nos

Nos

Nos

Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos

113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134

TUBE SEALING SYSTEM

ENERGY SAVING (DISTILLATION PLANT) POLLUTION CONTROL DEVICE BOTLER HOLDER RABlT CAGES STERLISATION PALLETS STERLISATION CASING TOOLS& EQUIPMENTS WATER DISTILLER (DISTILLATION PLANT) WATER DISTILLER (DISTILLATION PLANT) WATER TREATMENT EQUIPMENT I

WORK SHOP EQUIPMENT

CONVEYOR SYSTEM LEAK TESTING MACHINE

AREATOR & POLLUTION CONTROL STIKER LEBLING MACHINE HYDRAULIC LIFT STERLISATION TRYS MOULDING MACHINE DOUBLE STATION DEMlNERLlSATlON PLANT STRIP PACKING MACHINE STRIP PACKING MACHINE

1 1 1 1 1 150 150 1 1 1 1 1 1 1 1 1 2 200 1 1 1 1

146 147 148 149 150 151 152 153 154 155 156 157 158 159

Nos

Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos Nos

1 1 1 1 1 1 1

1 1 100 100 1 1 1

WATER TANK D.C.MOTORS NEW S.S.TRANSFER PUMPS NEW CONTROLLER MOULDING MACHINE NEW MOULDING MACHINE NEW II GRINDING MACHINE HEAT EXCHANGER AIR CURTAINS PALLETS WAREHOUSE PALLETS

MOTOR LIQUID CLEANER MACHINE(FEROCARE) MODULER CLEAN ROOM

Nos Nos NOS Nos Nos Nos Nos Nos Nos Nos Nos Nos

NOS

Nos -

1 BLOW MOULDING M/C-6 CAVITY

160 / DOUBLE STN

1 163 1 ONLINE GRANULATOR I 1 I Nos I

161 162

1 164 1 VALVE HYDRAULIC I 1 I Nos 1

1

1 165 1 GRANULATIOR I 1 I Nos I

Nos GRINDER SURFACE HYDRAULIC-12"X24" CNCTOOLS

I 1 I Nos I 1 167 1 SOFTNER I 1 I Nos I

1 1

1 168 1 TREMIT CONCRET MACHINE I 1 I Nos I

NOS Nos

1 169 1 BLOCK LAYING MACHINE I 1 1 Nos I

170

171 172

MACHINE VIAL LIQUID FILL1.6 HEAD,LVF150 PUMP SOLUTION TRANSFER HP-3,RPM- 2880

173

174

I I MOULDING MACHINE 1000 ML 9 I 1 1

DIAMOND CORING MACHINE SHAFT PROPELLER FOR MOTOR/AC

175 176

177

178 179 180 181

182

183 184 185

186 187

&i. . - . , . , . . Director.

1

1

DRIVE DIE CUUING MACHINE

Nos

Nos 1

FFS AIR LINE (UTILITIES) SOLUTION TANK LINE STEAM AND CHILLED WATER VACCUME LINE

COLLING CONDENSER FFS BLOWER HYDROLIC TROLLY

CABLETRY ROD FOR MOULDING AIR WASHER SHAWER 16000 CFM

VACCUME PUMP ONCOLOGY DUCTING LINE FOR COOLING TOWER MOULDING MACHINE 500 ML 6 CAVITY MOULDING MACHINE 100 ML 9 CAVITY

Nos

1 1

Nos Nos

1

1

1 1

1

1 1

1 1

1 1

1 1

Nos NOS

Nos Nos Nos Nos Nos Nos Nos

Nos Nos Nos Nos

Director. Manai~ino: Director

200

201 202

203 204 205 206 207 208 209 210 211 212 213 - 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231

s ( I ) Ltd.,

[anarino: Director

HYDRULIC SCISSOR

D.C.MOTORS PRINTING PLATES AUTOMATIC CAPSULE LOADING MACHINE

CAPSULFILLING MACHINE demudifier STRIP PACKING MACHINE

S.S.TRANSFER PUMP BLISTER PACKING MACHINE

ROTARY TABLETING MACHINE COATING PAN SIFTER

MULTI MILL

TABLET MACKING MACHINE DRYER DEDUSTING POLISHING MACHINE LOADING TRYS S.S.MASS MIXER DRUM MIXER GRANULATOR

CONDUCTIVITY INDICATOR SEMI AUTOMATIC TABLET MACHINE

SINGAL PAN BALANCE BAG SEALER CONTROL SYSTEM

LATHE MACHINE BLOW MOULDING MACHINE TABLET INSPECTION MACHINE SPRAYGUN BATCH CODE PRINTING MACHINE

WEIGHING MACHINE SPRAY COADING MACHINE

1

1 1

1 1

1 1 1 1 1

1 1

1

1 1

1 1 1

1 1

1 1 1

1 1

1 1 1

1 1

1 1

243 244 245

Nos

Nos NOS

Nos Nos Nos Nos NOS Nos Nos Nos Nos Nos

Nos Nos Nos Nos NOS

Nos Nos

Nos Nos Nos

Nos Nos Nos Nos Nos Nos Nos Nos Nos

1 1 1

TABLET DEDUSTER DE STRIPPING MACHINE

PUMPS

Nos Nos Nos

246

247 248 249 250 251 252

TEMPERATURE CONTROLLER

CHILLING PLANT MOULD AND DYES BOX PACKING MACHINE CLlT MILL

253 254

SHIFTER

MOTOR

255 256

1

1

1 1

1

DE BLISTER MACHINE CAPSULE FILLING MACHINE

257 258

1 2 6 1 1 0 ~ ~ AND EQUIPMENT

Nos Nos Nos Nos Nos

1 1

HYDRAULIC PALLETE TRUCK POLLUTION CONTROL DEVICES

259 260

I 1 I Nos I

Nos Nos

1 1

GLASSAMPULESFILLING MACHINE MICRO PROCESSOR

Nos Nos

1

1

CCTV HEAT EXCHANGER

Nos Nos

1

1

262 263

Nos Nos

1 1

264 265 266 267 268 269 270

Nos Nos

BOX COMPRESSION STERNGTH TESTER SPECTRO PHOTOMETER

271 272

CORONA DISCHARGE SURFACE TREATMENT EQUIPMENT GRAR BOX STRIP PACKING MACHINE

DEHUMIDIFIER CAPSUL FILLING MACHINE

FILTRATION UNIT HEPA FILTER

273 274 275 276 277

278

279

280

I 7 Q n I Inn\ I 1 I NOS I

1

1

REFRIGERENT PUMP ROTARY SHACKING MACHINE

281 282 283

m n c I nAl3lNG SET I 1 1 NOS 1

Nos Nos

1

1 1

1 1 1

1

I I MACHINE AMPOULE WASHINE ON LINE I I I

VALVE

D.M.PLANT LCD PROJECTOR MODULER CLEAN ROOM (NO.O1)

MODULER CLEAN ROOM (N0.02)

MACHINE STICKER LABELLING AUTOMATIC (vacumac)

AUTOMATIC FEEDING OF AMPOULE FROM TUNNEL DRYER

MACHINE AUTOM.AMPOULE FILL.& SEALING AFS

Nos Nos Nos

Nos Nos Nos Nos

1

1

AW-16 DUCTING LlNE (SUVIDHA) PROJECT

TUNNEL NO.l(VENERA PURCAHSES) TUNNEL N0.2 & 3 (VENERA PROJECT

Nos Nos

1 1 1

1

1

1

1

1

285 286

Nos Nos Nos Nos Nos

N os

Nos

Nos

1 1

1

Nos Nos Nos

I

LIFTGCVYI --. .- . .----. I

PALLET HDPE (GRL) 10 1 Nos

Managing Directcx.

287

288

289 290 291

292

293 294 295 296 297 298 299

300

301

302 303 304 305 306 307 308 309 310 311

312 313

314 315 316 317 318 319 320 321

322 323

PUMP SS CENTRIFUGAL TRANSF

PUMP VACCUM MODEL V-9 (GRL) PUMP MONOBLOCK SS WITH MOTOR 5hp &FILTER (GRL) PIPE LINE SS 1" WITH VALVE & CLAMP PLANT & MACHINERY (GRL) MACHINE AUTOM.LIQUID FILL.& RUBBER STOPP MACHINE VIAL WASHING FOR 5 TO 10 ML

RAPID MIXER GRANULAT (GRL) BLISTER PACKING M/C 240 CH (GRL) DOOR INTERLOCK SYSTEM (AVON)

AHU CUM DEHUMIDIFIER (AIR PACK) AIR PRESSOR TANK INSULATED PANEL DOORS MlSC PLANT & MACHINERY (INJECTIABLES)

MOULD AUTO.INJECTION FOR FAMILY MOULD SCROLL COMPRSSOR CONDESER UlNT 8.5 TR ABSORBENT PUMP

CNCTOOL MILLING MACHINE (CNC) VACCUM PUMP FOR SIFRA MACHINE

COOLER WATER SS TROLLY / TRAYS POWDER FILLING MACHINE AMPOULE INSPECTION MACHINE AMPOULES LABELLING MACHINE

PRINTER JET (IMAJE) MACH-9030-1M- EIP54 UNIT FOR COLD ROOM (CYTOTOXIC)

SOLUTION PREPRATION LlNE (GLASS BOlTLES) PLC SYSTEM SIEMENS MK PUMPS/MOTORS MARKJET & PRINTER

BATTERY 12 volt ANILOX ROLLER WATER LINE SYSTEM ELEVATORS COPLETE

BLOWER LAMINAR TYPE SDB113T2 160W 440V HEATER

1

1

1

1 1

1

1 1

1 1

1 1 1

1

1

1 1

1 1 1

1 4 1 1 1

1 1

1

1 25 1 1 1

1 1

1 1

Nos

Nos

Nos Nos Nos

Nos

Nos Nos Nos Nos Nos Nos Nos

Nos

Nos

Nos Nos

Nos Nos Nos

Nos Nos Nos Nos Nos

Nos Nos

Nos

Nos Nos Nos

Nos Nos

Nos Nos

Nos Nos

50

Schedule-3

KASRAWAD PHARMA DIVISON:

SALE DEED NO PARTICULARS LOCATION AREA I AREA

Rakba Hctr Acre

SALE DEED NO 516 DT 04-09-2013 Khasra no. 141/1 Village Panwa, Tahsil-Kasrawad,Dist.-Khargone 1.632 4.033

SALE DEED NO 516 DT 04-09-2013 Khasra no. 141/2 Village Panwa, Tahsil-Kasrawad,Dist.-Khargone 1.631 4.030

SALE DEED NO 515 DT 04-09-2013 Khasra no. 141/3 Village Panwa, Tahsil-Kasrawad,Dist.-Khargone 1.631 4.030

SALE DEED NO 515 DT 04-09-2013 Khasra no. 141/4 Village Panwa, Tahsil-Kasrawad,Dist.-Khargone 1.631 4.030

SALE DEED NO 514 DT 04-09-2013 Khasra no. 144 Village Panwa, Tahsil-Kasrawad,Dist.-Khargone 3.794 9.375

SALE DEED NO 517 DT 04-09-2013 Khasra no. 137 Village Panwa, Tahsil-Kasrawad.Dist-Khargone 3.516 8.688

SALE DEED NO 517 DT 04-09-2013 Khasra no. 139 Village Panwa, Tahsil-Kasrawad,Dist.-Khargone 0.670 1.656

SALE DEED NO 518 DT 04-09-2013 Khasra no. 46 H guilt::Village Balkhar, Tahsil-Kasrawad,Dist.-Khc ._-_._­ 0.379 0.937

Total 14.884 36.779

For Infutec H eal thca f~~.pnd l a J Lim llecf: For pare",? (l) Lta.iL ,~ /~C(~. 2 . Dlrector ,

Q;"~ ' . - .~. Man aging Director

53

Annexure-1

List showing names of the persons proposed to be appointed on

the Board of the Demerged Company:

(India) L~ni i l ,y l b-or

Director. r,cacaGi;g Zirsctc;:

S.No. 1

2

3

4

Names of the Proposed Directors Mr.Amit Gupta

Ms. Carishma Jain

Mr. Yatish Laad