STURDY INDUSTRIES LIMITED REGD OFFICE : #21, INDUSTRIAL AREA,BADDI,DISTT. SOLAN(Himachal Pradesh)-173220

Tel: 01792-232570,232863-64 Fax 232770 Email : legalsturdy@gmail.com Website : www.sturdyindustries.com CIN no. L25209HP1989PLC009557

____________________________________________________________________________

Court Convened Meeting of the Equity Shareholders of

Sturdy Industries Limited &

Postal Ballot and E-Voting

Day : Sunday Date : 10th April, 2016 Time : 02:00 P.M. Venue : Plot No. 21, Baddi, District Solan, H.P.

S. No. Contents Page No.

1. Notice of Court Convened Meeting of the Equity Shareholders of Sturdy Industries Limited (‘the Company’)

1-3

2. Notice of Postal Ballot and E-Voting 4-9

3. Explanatory Statement under Section 393 of the Companies Act, 1956 read with Section 102 and other applicable provisions of the Companies Act, 2013

10-22

4. Scheme of Amalgamation under Sections 391 to 394 read with other applicable provisions, if any, of the Companies Act, 1956 and corresponding Sections of the Companies Act, 2013 (as and when such corresponding Sections are notified in the Official Gazette by the Central Government)

23-38

5. Fairness Opinion on the Scheme dated October 26, 2015 obtained from M/s Master Capital Services Limited, Merchant Bankers

39-43

6. Complaints Status Report dated 31st December, 2015 submitted by the Company to BSE

44

7. Form of Proxy 45-46

8. Attendance Slip 47

9. Postal Ballot Form with instructions 48-50

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IN THE HIGH COURT OF HIMACHAL PRADESH AT SHIMLA

(ORIGINAL JURISDICTION)

COMPANY APPLICATION NO. 3 OF 2016

IN THE MATTER OF THE COMPANIES ACT, 1956

AND

IN THE MATTER OF APPLICATION UNDER SECTION 391 – 394 OF

THE COMPANIES ACT, 1956

AND

IN THE MATTER OF SCHEME OF AMALGAMATION

BETWEEN

TIRUPATI ALUMINIUM LIMITED

…………………………..TRANSFEROR COMPANY

AND

STURDY INDUSTRIES LIMITED

..TRANSFEREE / PETITONER COMPANY

NOTICE CONVENING MEETING OF THE EQUITY & PREFERENCE SHAREHOLDERS OF

STURDY INDUSTRIES LIMITED ____________________________________________________________________________

To

Equity Share Holders and Preference Share Holders of

M/S STURDY INDUSTRIES LIMITED, a company incorporated under the Provisions of Companies

Act, 1956 and having its Registered Office at Plot No.21, Baddi, District Solan H.P. Transferee

Company.

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Take notice that by order made on 03.03.2016 in the above Company Petition, the Hon’ble High

Court of H.P. at Shimla has directed that the meetings of Equity Share Holders and preference share

holders, of M/S STURDY INDUSTRIES LIMITED, be held at the registered office of the transferee

company at Plot No.21, Baddi, District Solan H.P. on 10.04.2016 at 2.00 P.M. for the purpose of

considering and if thought fit approving with or without modification the Scheme of arrangements for

amalgamation proposed to be made between Tirupati Aluminium Limited with M/S Sturdy Industries

Limited.

Take further notice that in pursuance of the said order meeting of Equity Share Holders and

Preference Share Holders of the Transferee Company will be held in the premises of M/S Sturdy

Industries Limited to be held at the registered office of the transferee company at Plot No.21, Baddi,

District Solan H.P. on 10.4.2016 at 2.00 P.M., at which time and place you are requested to attend.

Take further notice that you may attend and vote at the said meeting in person or by proxy

provided that all proxy in the prescribed form duly signed by you or your authorized representatives is

deposited at the registered office of M/S Sturdy Industries Limited of the transferee company at Plot

No.21, Baddi, District Solan H.P. not later than 48 hours before the meeting.

The court has appointed Sh. Pramod Thakur, Advocate to be the Chairperson, Ms. Aruna

Chauhan, Advocate as a Alternate Chairperson and Sh. Vishal Panwar, Advocate to assist the

Chairman and Alternate Chairman to conduct the meeting as aforesaid. A copy of the arrangement for

amalgamation of Tirupati Aluminium Limited with M/S Sturdy Industries Limited and explanatory

statement under Section 393 of the Companies Act, 1956 and a Forum of Proxy has already been sent.

However, in case any person desirous to obtain another copy of the same can have it from the

registered office of the Company of any working day between working hours.

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A copy of the Scheme of Amalgamation, the Explanatory Statement under Section 393 of the Companies Act, 1956, Fairness Opinion Report, Complaint Report, Form of Proxy and the Attendance Slip are enclosed.

Sd/- Mr. Parmod Thakur, Advocate

Chairperson appointed for the Meeting Dated this 14th Day of March, 2016 Registered Office: Plot No. 21, Baddi, District Solan, H.P Note: 1. All alterations made in the Form of Proxy should be initialed.

2. Only registered members of the Company may attend and vote (either in person or by

proxy) at the Equity Shareholders Meeting. The Authorized representative of a body corporate which is a registered Equity Shareholder of the Company may attend and vote at the Equity Shareholders Meeting provided a certified true copy of the Resolution of the Board of Directors or other governing body of the body corporate is deposited at the Registered Office of the Company not later than 48 hours before the Meeting authorizing such representative to attend and vote at the Equity Shareholders Meeting.

3. Members who hold Shares in dematerialized form are requested to bring their Client ID and

DP ID numbers for easy identification of attendance at the Meeting.

4. 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 in respect of such joint holding will be entitled to vote.

5. The members / authorised representatives / proxies are advised to bring original

photo identity for verification.

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NOTICE OF POSTAL BALLOT AND E-VOTING

(Notice pursuant to Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 further read with Clause 35B of the

Listing Agreement & SEBI (LODR) Guidelines, 2015

Sub: Passing of Resolution(s) by Postal Ballot and E-Voting Dear Shareholder(s), Notice is hereby given pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 and Clause 35B of the Listing Agreement and relevant rules & regulations of SEBI(LODR) Guidelines, 2015 executed by the Company with BSE Limited to consider, and if thought fit, to pass the Resolution set out below through Postal Ballot and E-Voting, as may be amended from time to time, to consider, and, if thought fit, approve the arrangement embodied in the proposed Scheme of Amalgamation between Tirupati Aluminium Limited and Sturdy Industries Limited (‘Sturdy’ or ‘the Company’) and their respective shareholders and creditors (‘the Scheme’) through Postal Ballot and E-Voting.

The Postal Ballot Form along with the instructions for voting is also enclosed herewith. You are requested to carefully read the instructions printed on the Postal Ballot Form and return the Postal Ballot Form duly completed in the enclosed self-addressed, postage pre-paid envelope so as to reach the Scrutinizer on or before the close of working hours i.e. 5:30 p.m. on, the 9th April, 2016. Postal Ballot Forms received after this time will be considered as invalid. E-Voting Option We are pleased to offer E-Voting facility, as an alternate for Postal Ballot, to our members which would enable you to cast your votes electronically, instead of Physical Postal Ballot form. For this purpose, the Company has entered into an agreement with M/s Cental Depository Services (India) Limited for facilitating E-Voting to enable the shareholders to cast their votes electronically instead of dispatching Postal Ballot Form. Please carefully read and follow the instructions on EVoting printed in this Notice. The Scrutinizer will submit his report to the Chairman of the Company upon completion of scrutiny, in a fair and transparent manner, of voting through E-Voting platform and Postal Ballots not later than 10TH April, 2016. The Chairman shall announce the results of E-Voting and Postal Ballot by 10th April, 2016 at the Registered Office of the Company. The Result will also be displayed at the notice board at Registered Office of the company and posted on the Company’s website, besides communicating the same to the BSE Limited. Items of business requiring approval of shareholders through Postal Ballot and E-voting as Special Business: ITEM NO. 1 SCHEME OF AMALGAMATION To consider and if thought fit to pass, with or without modification(s) the following resolution:

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“RESOLVED that pursuant to the provisions of Sections 391 to 394 and other applicable provisions, if any, of the Companies Act, 1956 and the corresponding applicable provisions of the Companies Act, 2013 (including any statutory modification or re-enactments thereof) for the time being in force, and subject to the relevant provisions of the Memorandum & Articles of Association of the Company and subject to the requisite approvals and permissions of the Hon’ble High Court of Himachal Pradesh or such competent authority, as the case may be, and in accordance with the regulations/ guidelines, if any, prescribed by the Securities and Exchange Board of India or any other relevant authority from time to time to the extent applicable and subject to such approvals, consents, permissions and sanctions as may be necessary/required and subject to such conditions as may be prescribed, directed or made by any of them while granting such approvals, consents and permissions, merger of Tirupati Aluminium Limited with Sturdy Industries Limited through a Court approved Scheme of Amalgamation be and is hereby approved. RESOLVED FURTHER THAT the Board be and is hereby authorised to do and perform all such acts, deeds, steps, as may be necessary or desirable in connection with or incidental to giving effect to the purpose of the above resolution or to otherwise give effect to the Scheme, to make or accept such alterations or changes or modifications in the Scheme as may be expedient or necessary for satisfying the requirement or condition(s) imposed by the High Court and / or other regulatory authority/(ies), or as may be required for the purpose of resolving any doubts or difficulties that may arise in carrying out the Scheme.” Approval to the said Scheme is sought by this notice of Postal Ballot and E-Voting in addition to approval to the said Scheme by shareholders of Sturdy Industries Limited at their physical meeting to be held on Sunday, 10th April, 2016 at 02:00 P.M., in terms of the Order dated 3rd March, 2016, of the Hon’ble High Court of Himachal Pradesh at Shimla in Company Application No. 3 of 2016 (“Court Convened Meeting”). The notice of the Court Convened Meeting with the documents accompanying the same, being the copy of the Scheme, Statement under Section 393 of the Companies Act, 1956, , complaints report, fairness opinion and proxy form are attached herewith. The said statement under section 393 of the Companies Act, 1956 is annexed hereto as aforesaid and may also be treated as the explanatory Statement under Section 102 of the Companies Act, 2013, setting out the material facts and the reasons for the Resolutions The Company has appointed Mr. Mast Ram, Sole Proprietor, M/s M R Chechi and Associates, M.No. 3823 CP No. 2906, as Scrutinizer for conducting the Postal Ballot and E-Voting process in a fair and transparent manner. It is clarified that votes may be cast by shareholders either by Postal Ballot or E-Voting and casting of votes by Postal Ballot or E-Voting does not disentitle them from attending the Court Convened Meeting. It is further clarified that shareholders who cast their votes by Postal Ballot cannot be permitted through a proxy.

For STURDY INDUSTRIES LIMITED

Sd/- Place :- Baddi RAMESH GUPTA Date :- 14/03/2016 Whole Time Director

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Notes:

1. Voting period for Postal Ballot will end on 9th April, 2016.

2. The Explanatory Statement pursuant to Section 102 read with Section 110 of the Companies Act, 2013 and Companies (Management and Administration) Rules, 2014, stating all material facts, disclosure of interest, if any and reasons thereof for the proposals is annexed hereto and forms part of this Notice.

3. The Company has appointed Mr. Mast Ram Chechi, Sole Proprietor, M/s M R Chechi and Associates, M.No. 3823 CP No. 2906, as the “Scrutinizer” to conduct the Postal Ballot and E-Voting process in a fair and transparent manner.

4. The Postal Ballot Form and the self-addressed business reply envelope are enclosed for the use of members.

5. All relevant documents referred to in the accompanying Explanatory Statement are open for inspection at the Registered Office of the Company on all working days (except Saturdays, Sundays and public holidays) between 10:00 A.M. to 5:00 P.M. up to Friday, 8th April, 2016.

INSTRUCTIONS FOR VOTING Kindly note that each member can opt for only one mode for voting i.e. either by Physical Postal Ballot or by E-Voting. If you opt for E-Voting, then please do not vote by Physical Postal Ballot and vice versa. In case Member(s) do cast their vote via both modes i.e. Physical Postal E-Voting In compliance with provisions of Section 110 of the Companies Act, 2013 read with rule 22 of the Companies (Management and Administration) Rules, 2014, and Clause 35B of the Equity Listing Agreement entered into by the Company with BSE Limited, the Company is pleased to offer E-Voting facility as an alternate, for its Members, to enable them to cast their votes electronically instead of dispatching Postal Ballot Form. The procedure and instructions for E-Voting are as follows:

1. The voting period begins on 23rd March, 2016 at 9:00 A.M. and ends on 9th April, 2016 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 which is 11th March, 2016 may cast their vote electronically. The E-Voting module shall be disabled for voting thereafter.

2. For the purpose of dispatch of this Notice, Shareholders of the Company holding shares either in physical form or in dematerialized form as on 11th March 2016 have been considered. Members who have acquired shares after the dispatch of this Notice and before the cut-off date (i.e. 11th March, 2016) may approach the Company for issuance of the User ID and Password exercising their right to vote by electronic means.

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3. Voting rights of each member shall be reckoned as on the cut-off date which is 11TH March, 2016 and any recipient of this notice who has no voting rights as on the aforesaid date should treat the same as intimation only.

The process and manner for voting by electronic means and the time schedule including the time period during which the votes may be casted are as under:- (i) Log on to the e-voting website www.evotingindia.com (ii) Click on “Shareholders” tab. (iii) Now, select the “STURDY INDUSTRIES LIMITED” from the drop down menu and click on “SUBMIT” (iv) 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. (v) Next enter the Image Verification as displayed and Click on Login. (vi) 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. (vii) 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 first two letters of their name and the 8 digits of the sequence number in the PAN field. • In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 **then enter RA00000001 in the PAN field. ** Enter your Sequence number mentioned in address Label affixed on Annual Report.

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 Detail 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

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depository or company please enter the member id / folio number in the Dividend Bank details field.

(viii) After entering these details appropriately, click on “SUBMIT” tab. (ix) Members holding shares in physical form will then reach directly 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. (x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. (xi) Click on the EVSN for the relevant STURDY INDUSTRIES LIMITED on which you choose to vote. (xii) 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. (xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. (xiv) 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. (xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. (xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page. (xvii) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system. • Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in and register themselves as Corporates. • They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to helpdesk.evoting@cdslindia.com. • After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on. • The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

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• They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same. (xviii) Mr. Mast Ram Chechi, Company Secretary in whole time practice, has been appointed as Scrutinizer, who in the opinion of the Board can scrutinize the e-voting process in fair and transparent manner. In case of members receiving the physical copy: (A) Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote. (B) The voting period begins on Wednesday, 23st March, 2016 at 9:00 a.m. and ends on Saturday, 9th April, 2015 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 Friday, 11th March, 2016, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. (C) 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.co.in under help section or write an email to helpdesk.evoting@cdslindia.com

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IN THE HON’BLE HIGH COURT OF HIMACHAL PRADESH AT SHIMLA

Original Company Jurisdiction

Company Petition No. 3 of 2015

Under Sections 391 to 394 of the Companies Act 1956

An Application under Sections 391 to 394 of the Companies Act, 1956

In the matter of:

TIRUPATI ALUMINIM LIMITED, a Company incorporated under the provisions of Companies

Act, 1956 and having its registered office at Judi Kalan near IOC, Bottling Plant, District Solan,

H.P. through Sh. Amit Gupta S/O Sh. Mohan Lal Gupta R/O House No. 52A, Sector 1, Block

No. 4, Teh. Kasauli, Parwanoo, Himachal Pradesh-173220

…...... Transferor Company

STURDY INDUSTRIES LIMITED, a Company incorporated under the provisions of Companies

Act, 1956 and having its registered office at Plot No. 21, Baddi District Solan H.P. through Sh.

Ramesh Gupta S/O Late Sh. ChamanLal Gupta R/O House no. 11-12, Sector 1, Parwanoo,

Himachal Pradesh-173220 .….. ……. Transferee Company/ Petitioner Company

EXPLANATORY STATEMENT UNDER SECTION 393 OF THE COMPANIES ACT, 1956 AND SECTION 102 AND 110 OF THE COMPANIES ACT, 2013 FOR THE COURT CONVENED MEETING OF EQUITY SHAREHOLDERS

1. Pursuant to the order dated 3.3.2016 passed by the Hon’ble High Court of H.P. at Shimla with

respect to Company Petition 3 of 2016 referred to above meeting of Equity Share Holders of

STURDY INDUSTRIES LIMITED aforesaid Transferee Company is being convened for the

purpose of considering and if thought fit approving with or without modifications, the Scheme of

Amalgamation of TIRUPATI ALUMINIM LIMITED with STURDY INDUSTRIES LIMITED.

2. The Scheme is made under Sections 391 and 394 of the Companies Act, 1956 (Act) and has been

approved by the respective Board of Directors of the companies in their respective meeting ,for the

Transferor Company held on 6th Day of November, 2015 and Transferee Company held on 6th

11

Day of November, 2015. The copy of the said Scheme of Arrangement is annexed with the notice.

The meeting of Equity Share Holders of Transferee Company will be at 02.00 PM on 10-04-2016 at

Plot No. 21, Baddi District Solan H.P..

3. Background and Rational for Amalgamation:-

1.1 STURDY INDUSTRIES LIMITED (hereinafter referred to as ‘SPPL’) having its registered

office at Plot No 21, BADDI, (Himachal Pradesh). The company is engaged in the

business of Manufacturing, Processors, converters, Importer, Exporters, buyers, and

Dealers of all kind and forms of HDEP, LDPE, LLDPE, Plastic Products, Blown Films

and Pipes Storage Tanks, Wooven Fabrics, Laminated and unlaminated jute bags and

other incidental and domestic plastic and rubber products and chemicals of all kinds description.

1.2 TIRUPATI ALUMINIUM LIMITED (hereinafter referred to as ‘TAL’) is a Company

incorporated under the provisions of the Companies Act, 1956 having its registered

office at 44/1, PipliWala Town, Mani Majra, Chandigarh-160101 and vide order dated

14th January , 2016 of Regional Director, Northern Region , Ministry of Corporate Affairs

, Delhi registered office has been shifted at Judi Kalan near IOC, Bottling Plant, District

Solan, H.P.. The company is engaged in the business of Manufacturing and Trading of

Aluminium Wire Rod and other includes manufacturing of Plastic Pipes and Irrigation Systems.

1.3 SHARE CAPITAL:

(a) Existing Share Capital of TIRUPATI ALUMINIUM LIMITED.

(i) Authorised Share Capital Rs. 35,000,000.00

3,500,000 equity shares of Rs. 10/- each

(ii) Issued Share Capital Rs. 30,023,000.00

3002300 Equity Shares of Rs.10/- each

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(iii) Subscribed and paid up Capital Rs. 30,023,000.00

3002300 Equity Shares of Rs.10/- each

(b) Existing Share Capital of STURDY INDUSTRIES LIMITED

(i) Authorised Share Capital Rs. 185,000,000.00

2,00,000 Preference shares of Rs. 100/- each

8,25,00,000 Equity Shares of Rs. 2/- each

(ii) Issued Share Capital Rs. 14,86,17,920.00

2,00,000 Preference shares of Rs. 100/- each

6,43,08,960 Equity Shares ofRs. 2/- each

(iii) Subscribed and Paid up Capital Rs. 14,86,17,920.00

2,00,000 Preference shares of Rs. 100/- each

6,43,08,960 Equity Shares ofRs. 2/- each

1.4 Benefit of scheme

The management of the both companies feels desirable to amalgamate the both

companies and consolidate the resources and businesses of the companies. The

proposed merger of TAL into SIL. The other benefits likely to arise through the proposed amalgamation are as follows:

i. Synergic operational advantages and achieve economies of scale of operations and elimination of overhead.

ii. Optimum and efficient utilization of capital, resources, assets and facilities.

iii Enhancement of competitive strengths including financial resources.

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iv. Consolidation of business and enhancement of economic value addition and shareholder value; and

v. Better management and focus on growing the businesses.

It is therefore considered desirable and expedient to amalgamate the TAL into SIL, and

in consideration thereof issue equity shares of SIL to the shareholders of TAL in

accordance with this scheme, pursuant to section 394 and other relevant provisions of the Companies Act, 1956.

4. Scheme

a. The “Appointed Date” means 01stApril, 2015, the date with effect from which the

scheme of Arrangement shall be applicable.

b. Scheme shall become effective on occurrence of the Effective Date but shall be deemed operative from the Appointed Date.

c. Subject to the provisions of the scheme in relation to the modalities of transfer and

venting, on occurrence of, the Effective Date, the whole of the business, personnel,

property, memberships and assets of TAL (including business and undertakings) shall

stand transferred to and be vested in SIL without any further act or deed, and by virtue of the Orders passed by the Hon’ble High Court.

d. With effect from the Appointed Date, the entire TAL business and Undertakings shall

stand transferred to and be vested in SIL without any further act, deed together with all

its properties, assets, rights, benefits and interest therein, subject to existing charges

thereon in favour of banks and financial institutions, as the case may be in the following manner.

1 All memberships, licenses, franchises, rights, privileges, all permits, quotas right,

entitlements, allotments, approval, consents, concessions available to TAL as on

Appointed Date shall get transferred to SIL without the payments of any fee, charges or securities.

2 All the assets of the TAL as are movable in nature or incorporeal property or are

otherwise capable of transfer by manual delivery or by endorsement and delivery by

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vesting and recordal pursuant to this scheme , shall stand vested in SIL, with effect from the Appointed Date, and shall become the property and an integral part of SIL.

3 With effect from the Appointed Date, all movable property of TAL, other than those

specified in sub-clause 3.2 above, including sundry debtors, outstanding loan and

advance it any, recoverable in cash or in kind or for value to be received, bank balances

and deposit, if any, with Governments, Semi- Government, Local and other authorities

and bodies , customers and other persons shall without any act, instrument or deed become the property of SIL.

4 With effect from the Appointed Dated all immovable property ( including land buildings

and any other immovable property) of TAL, whether freehold or leasehold , and any

documents of title , right and easements in relation thereto shall stand transferred to and

be vested in SIL, without any act or deed done by any of the transferor or transferee companies.

5 With effect from the Appointed Date, SIL shall be entitled to exercise all rights and

privileges and be liable to pay ground rent, taxes and fulfill obligations, in relation to or

applicable to such immovable properties. The mutation / substitution of the title to the

immovable properties shall be made and duly recorded in the name of SIL by the

appropriate authorities pursuant to the sanction of the scheme by the Hon’ble High Court and the Scheme becoming effective in accordance with the terms hereof.

6 With effect from the Appointed Date, all debts liabilities, contingent liabilities, duties and

obligations, secured or unsecured, whether provided for or not in the books of accounts

or disclosed in the balance sheets of TAL, shall be deemed to be the debts, liabilities, contingent liabilities, duties and obligations of SIL.

7 With effect from the Appointed Date, the browning limits of TAL approved by the

respective shareholders of those, companies under section 180 of the Act shall be

treated as the borrowing limits of SIL and consequently, the borrowing limits of SIL shall stand increased to that extent.

8 Without prejudice to the generally of the provisions contained herein , all loans raised

after, the Appointed Date but before the Effective Date and liabilities incurred by TAL

after the Appointed date but before the Effective Date for their operations shall be deemed to be of SIL.

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9 With effect from the Appointed Date, all contracts deeds bonds, agreements, schemes

arrangements and other instruments of whatsoever nature in relation to TAL may

eligible, and which are subsisting or having effect immediately before the effective Date,

shall be in full force and effect against or in favour of TAL and may be enforced as fully

and effectually as if, instead of TAL, SIL had been a party or beneficiary or oblige thereto.

10 With effect from the Appointed Date, all permits, quotas, rights, entitlements, licenses

including those relating to trademarks, tenancies, patents, copyrights, privileges

software, powers facilities of every kind and description of whatsoever nature in relation

to TAL to which TAL are parties benefit of which TAL may be eligible and which are

subsisting or having effect immediately before the Effective Date, shall be enforceable

as fully and effectually as if, instead of TAL, SIL had been a party or beneficiary or oblige thereto.

11. With effect from the Appointed Date, any statutory licenses , no objection certificates,

permissions or approvals or consents required to carry on operation on TAL shall stand

vested in or transferred to SIL without future act or deed , and shall be appropriately

transferred or assigned by the statutory authorities concerned therewith in favor of SIL

upon the vesting of TAL Business and undertaking pursuant to his scheme. The benefit

of all statutory and regulatory permissions, licenses, approvals and consents including

the statutory licenses, Permissions or approvals or consents required to carry on the operation of TAL shall vest in and become available to SIL pursuant to this scheme.

12 With effect from the Appointed Date, SIL shall bear the burden and the benefits of any

legal or other proceedings initiated by or against TAL. Provided however, all legal,

administrative and other proceedings of whatsoever nature by or against TAL pending in

any court or before any authority, judicial, quasi, judicial or administrative, any

adjudicating authority and / or arising after the Appointed Date and relating to TAL or

their respective properties, assets ,liabilities, duties and obligations shall be continued

and / or enforced until the effective Date by or against TAL; and from the from the

effective date, shall be continued and enforced by or against SIL in the same manner

and to the same extent as would or might been continued and enforced by or against TAL.

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13 If any suit, appeal or other proceedings of whatever nature by or against TAL be

pending, the same shall not abate, be discontinued or be in any way be prejudicially

affected by reason of the transfer of the TAL business and undertaking or of anything

contained in this scheme but the proceedings may be continued, prosecuted and

enforced by or against SIL in the same manner and the same extent as it would or

might have been continued, prosecuted and enforced and unforced by or against TAL as if this scheme had not been made.

14. With effect from the Effective Date, all persons that were employed by TAL immediately

before such date shall become employees of SIL with the benefit of continuity of service

on same terms and conditions as were applicable to such employees of TAL

immediately prior to such transfer and without any break or interruption of service. SIL

undertakes to continue to abide to such transfer and without any break or interruption of

service. SIL undertakes to continue to abide by any agreement / settlement, if any,

entered into by TAL with any their respective union/ employee thereof. With regard to

Provident Fund, Gratuity Fund, superannuation fund or any other special fund or

obligation created or existing for the benefit of such employees of TAL upon occurrence

of the Effective Date, SIL shall stand substituted for TAL for all for all purposes

whatsoever relating to the obligation to make contribution to the said funds in

accordance with the provisions of such scheme or fund in the respective trust deeds or

other document. The existing Provident Fund Gratuity and Superannuation Fund or

obligations, if any, created by SIL for its employees shall be continued for the benefit of

such employees on the same terms and conditions. With effect from the Effective Date,

SIL will make the necessary contributions for such transferred employees of TAL and

deposit the same in Provident Fund, Gratuity fund or Superannuation fund of obligations,

where applicable. It is the aim and intent of the Scheme that as the rights, duties, powers

and obligations TAL of and in relation to such schemes or funds shall become those of SIL

15. With effect from the Appointed Date, all motor vehicles of any description whatsoever of

shall stand transferred to and be vested in, and the appropriate Government and

Registration Authorities shall substitute the name of SIL in place of TAL as the case may

be.

a. SIL shall be entitled to revise its sales tax/service tax returns and to claim

refund/credits end/or set of all amounts paid by SIL and TAL under the relevant

17

sale tax laws towards interstate sales between TAL and SIL, which may occur

between the appointed date and the effective date. The rights to make such

revisions in the sales tax returns and to claim refunds/ credits are expressly

reserved in favor of SIL.

b. It is expressly clarified that with effect from the Appointed Date, all taxes payable

by TAL including all or any refunds of the claims shall be treated as the tax

liability or refunds/ claims as the case may be of SIL.

c. SIL shall be entitled to revise its income Tax returns and related TDS certificates

and to claims refunds, advance tax credits etc., and its rights to make such

revisions in the income tax returns and related certificates and the right to claim

refunds, advance tax credits is expressly granted.

d. From the effective date and till such time as the name of is entered as the

account holder in respect of all the bank accounts and demat accounts of TAL

and in the relevant banks books of record, SIL shall be entitled to operate the

bank accounts of TAL. 16 .Conduct of Business

With effect from the Appointed Date and until occurrence of the Effective Date

a. SIL shall be deemed to carry on all its businesses and activities and stand

possessed of its properties and assets for and on account of and in trust for TAL;

and all the profits accruing to TAL and all taxes thereon or losses arising or incurred

by them shall, for all purposes, be treated as and deemed to be the profit or losses,

as the case may be, of SIL.

b. TAL shall carry on its business with reasonable diligence and in the same manner as

they had been doing hitherto and TAL shall not alter or substantially expand its

business except with the concurrence of SIL.

c. TAL shall not, without the written concurrence of SIL , alienate charge or encumber

any of their properties except in ordinary course of business or pursuant to any pre-

existing obligation undertaken prior to the date of acceptance of the Scheme by the

Board of Directors of SIL , as the case may be.

d. TAL shall not vary or alter, except in the ordinary course of business or pursuant to

any pre-existing obligation undertaken prior to the date of acceptance scheme by the

Board of Directors of TAL the terms and conditions of employment of any of its

employees except with the written concurrence of SIL.

18

e. With effect from the Appointed Date, all debts liabilities duties and obligations of TAL

as on the close of business on the date preceding the Appointed Date, whether

or not provided in its books and all liabilities which arise or accrue on or after the

Appointed Date shall be deemed to be the debts, liabilities, duties and obligations of

SIL.

f. With effect from the Effective Date, SIL shall commence and carry on and shall be

authorised to carry on the businesses carried on by TAL.

g. For the purpose of giving effect to the vesting order passed under Sections 391 and

394 of this Act in respect of this scheme by the Hon’ble High Court, SIL shall at any

time pursuant to the orders on this scheme be entitled to get the recordal of the

change in the legal rights upon the vesting of the TAL business and undertaking in

accordance with the provisions of Section 391 and 394 of the Act, SIL shall be

authorised to execute and pleadings, applications forms etc. as are required to

remove any difficulties and carry out any formalities or compliance as are necessary for the implementation of this scheme.

17. REORGANIZATION OF CAPITAL

a. Issue of Shares in the Share Capital of SIL;

a-1 Upon this Scheme coming into effect and upon transfer and vesting of TAL business

and undertaking in SIL, the consideration in respect of such transfer shall, subject to the provisions of the Scheme, be paid and satisfied by SIL as follows:

a-2 SIL shall (without further application, act or deed) issue at par and allot to each of

the shareholders of TAL, equity shares in the proportion of every 10 Equity fully paid up

Shares held in TAL will receive 43 Equity fully paid shares of SIL pursuant to this proposed Amalgamation.

a-3 Cross holding (if any) shall get cancelled at the time of allotment of shares to the shareholders of Transferor Company by the transferee company.

a-4 Any fractional entitlement for shares in SIL arising as per the scheme shall be

consolidated into nearest possible whole shares and the proceeds thereof shall be

transferred to the Prime Minister Relief Fund or such similar benevolent fund as the

Board of SIL deemed fit. The Board of Directors of SIL shall be entitled to take all necessary steps in this regard.

19

a-5 The said equity shares in the capital of SIL be issued to the shareholders of TAL shall

rank paripassu in all respects, with the existing equity shares in SIL from the Appointed

Date. Such shares in SIL, to be issued to the shareholders of TAL will, for all purposes,

save as expressly provided otherwise, be deemed to have been held by each such member from the Appointed Date.

a-6 Upon the scheme becoming effective and subject to the above provisions, the

shareholders of TAL as on the record date shall receive new share certificates. Upon

the issue and allotment of new shares in the capital of SIL to shareholders of TAL, the

share certificates in relation to the shares held by them in TAL shall be deemed to have

been cancelled. All certificates for the new shares in the capital of SIL shall be sent by

SIL to the said shareholders of TAL at their respective registered addresses as

appearing in the said Registers (or in the case of joint holders to the address of that one

of the joint holders whose name stands first in such Registers in respect of such joint holding) and shall not be responsible for any loss in transmission.

a-7 With effect from the Effective Date, without any further acts or deeds on the part of SIL

or TAL and notwithstanding anything contained in Section 94 to 97 of the Act and

without any further act or deed the Authorised Shares of SIL as appearing in its

Memorandum of Association on the Effective Date shall get clubbed with the Authorised

Share Capital of SIL as appearing in its Memorandum of Association on the Effective

Date and pursuant to this clubbing the Clause V of the Memorandum of Association of

SIL shall stand altered and be substituted with effect from the Effective Date, by the

following: The Authorised capital of SIL is Rs. 18,50,00,000 (Rupees Eighteen Crore

Fifty Lacs only) divided into 2,00,000 (Two Lacs) Preference share of Rs. 100/- (Rupees Hundred) each and 6,43,08,960 Equity shares of Rs.2/- (Rupees Two) each.

a-8 On approval of the Scheme by the members of SIL pursuant to section 391 of the Act, it

shall be deemed that the said members have also accorded their consent under Article 3

of the Articles of Association of the Company and other provisions of the Act as may be

applicable for giving effect to the provisions contained in the Scheme.

Memorandum of Association of SIL shall stand altered and be substituted with effect from the Effective Date, by the followings:

20

“The Authorised Share Capital of the company is Rs 22,00,00,000/- (Rs Twenty Two

Crore) divided into 2,00,000 Preference shares of Rs. 100/-(Rupee Hundred) each and 10,00,00,000 (Ten Crore) Equity Share of Rs 2/-(Rupee Two) each.

a-9 On approval of the scheme by members of SIL pursuant to section 391 of the companies

act, 1956, it shall be deemed that the said members have also accorded their consent

under Article 3 of the Articles of Association of the company and other provisions of the Act as may be applicable for giving effect to the provisions contained in the Scheme.

17. The Scheme shall not in any manner effect the rights of any of the Creditors of the Transferor

Company and in particular of the secured creditors.

18. That there are no proceedings under Sections 235 to 251 of the Companies Act pending against

the Transferor Company and Transferee Company.

19. That the Scheme is proposed to merge the right of creditors in the Transferee Company and

their rights shall not be effected in any way prejudicial to their interest and in particular the

secured creditors shall continue to enjoy and hold the charge upon their respective securities.

20. The details of Directors of the Transferee Company are as under :-

Mr. Ramesh Gupta

Mr. Mohan Lal Gupta

Mr. Amit Gupta

Mr. Deveinder Nath Sharma

Mr. Ashok Omprakash Bhatia

The details of Directors of Transferor Company are as under:-

Mr. Ramesh Gupta

Mr. Mohan Lal Gupta

Mr. Amit Gupta

Mr. Gurdev Raj

Mr. Sudhir Kumar

21

21. All the Directors of TIRUPATI ALUMINIM LIMITED shall ceased to be the Directors

TIRUPATI ALUMINIM LIMITED on the effective date without effecting their rights as share

holders, if any, in TIRUPATI ALUMINIM LIMITED. However, if any such Director or

Director (s) of M/S Strudy Industries Limited he would continue to hold his office as the

Director of M/S Strudy Industries Limited

22. That upon the Scheme being sanctioned by the Hon’ble High Court of H.P. the Transferor

Company shall stand dissolved without being wounded up and all the Assets and

liabilities of Transferor Company shall be vested in Transferee Company. All the

business carried out by Transferor Company from the appointed date upto the effective

date is deemed to be carried on in trust of Transferee company.

23. That the following proposed Resolution in the meeting of Equity share holders, Secured/Unsecured creditors of the Transferee Company be passed with or without modifications

““RESOLVED that pursuant to the provisions of Sections 391 to 394 and other applicable provisions, if any, of the Companies Act, 1956 and the corresponding applicable provisions of the Companies Act, 2013 (including any statutory modification or re-enactments thereof) for the time being in force, and subject to the relevant provisions of the Memorandum & Articles of Association of the Company and subject to the requisite approvals and permissions of the Hon’ble High Court of Himachal Pradesh or such competent authority, as the case may be, and in accordance with the regulations/ guidelines, if any, prescribed by the Securities and Exchange Board of India or any other relevant authority from time to time to the extent applicable and subject to such approvals, consents, permissions and sanctions as may be necessary/required and subject to such conditions as may be prescribed, directed or made by any of them while granting such approvals, consents and permissions, merger of Tirupati Aluminium Limited with Sturdy Industries Limited through a Court approved Scheme of Amalgamation be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do and perform

all such acts, deeds, steps, as may be necessary or desirable in connection with or

incidental to giving effect to the purpose of the above resolution or to otherwise give effect

to the Scheme, to make or accept such alterations or changes or modifications in the

Scheme as may be expedient or necessary for satisfying the requirement or condition(s)

22

imposed by the High Court and / or other regulatory authority/(ies), or as may be required

for the purpose of resolving any doubts or difficulties that may arise in carrying out the Scheme.”

18. Copies of the following documents will be open for inspection at the registered office of the

Transferor Company on any working day prior to the date of meeting between 11.00 A.M. to

5.00 P.M.

a). Memorandum of Article of Association of both the Transferor Company

b). Audit balance sheet of the Transferor Company for the year ending 31.03.2014 and

31.03.2015

c). Scheme of Arrangement.

d). Order dated 3.3.2016 of the Hon’ble High Court of H.P. providing for convening of the

meeting of share holders of Transferor Company .

e). Register of Members, Directors and Directors of share holding in the Company.

That the settlement may be treated as Explanatory Settlement under Section 102 of the

Companies Act, 2013 and also under Section 393 of the Companies Act 1956. A copy of

the Scheme may be obtained from the Registrar office of the Transferor Company if

required by any share holders or can be viewed down loaded from the web-site of the

Companies at www.sturdyindustries.in.

For STURDY INDUSTRIES LIMITED

Sd/-

Place :- Baddi RAMESH GUPTA Date :- 14/03/2016 Whole Time Director

23

SCHEME OF ARRANGEMENT

BETWEEN

TIRUPATI ALUMINIUM LIMITED

AND

STURDY INDUSTRIES LIMITED

AND

THEIR SHAREHOLDERS AND CREDITORS FOR AMALGAMATION OF

TIRUPATI ALUMINIUM LIMITED

INTO

STURDY INDUSTRIES LIMITED

SCHEME OF ARRANGEMENT

UNDER SECTIONS 391 & 394 OF THE COMPANIES ACT, 1956 BETWEEN

STURDY INDUSTRIES LIMITED

AND

TIRUPATI ALUMINIUM LIMITED

AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

(For Amalgamation of Tirupati Aluminium Limited with Sturdy Industries Limited Under Sections 391 to 394 of the Companies Act, 1956)

1. PREAMBLE: 1.1 STURDY INDUSTRIES LIMITED (hereinafter referred to as ‘SIL’) having its registered

office at Plot No 21, BADDI, (Himachal Pradesh). The company is engaged in the

business of Manufacturing, Processors, converters, Importer, Exporters, buyers, and

24

Dealers of all kind and forms of HDEP, LDPE, LLDPE, Plastic Products, Blown Films

and Pipes Storage Tanks, Wooven Fabrics, Laminated and unlaminated jute bags and

other incidental and domestic plastic and rubber products and chemicals of all kinds

description. 1.2 TIRUPATI ALUMINIUM LIMITED (hereinafter referred to as ‘TAL’) is a Company

incorporated under the provisions of the Companies Act, 1956 having its registered

office at 44/1, PipliWala Town, Mani Majra, Chandigarh-160101 (shifting of registered

office from Chandigarh to the State of Himachal Pradesh i.e Village Judi Kalan, Near

IOC Bottling Plant, Distt. Solan-HP is in process with the Regional Director, North,

Ministry of Corporate Affairs, New Delhi). The company is engaged in the business of

Manufacturing and Trading of Aluminium Wire Rod and other includes manufacturing of

Plastic Pipes and Irrigation Systems.

1.3 The management of the both companies feels desirable to amalgamate the both

companies and consolidate the resources and businesses of the companies. The

proposed merger of TAL into SIL. The other benefits likely to arise through the proposed

amalgamation are as follows:

1. Synergic operational advantages and achieve economies of scale of operations and

elimination of overhead.

2. Optimum and efficient utilization of capital, resources, assets and facilities.

3. Enhancement of competitive strengths including financial resources.

4. Consolidation of business and enhancement of economic value addition and

shareholder value; and

5. Better management and focus on growing the businesses.

1.4 It is therefore considered desirable and expedient to amalgamate the TAL into SIL, and

in consideration thereof issue equity shares of SIL to the shareholders of TAL in

accordance with this scheme, pursuant to section 394 and other relevant provisions of

the Companies Act, 1956

25

PART-1 GENERAL PROVISIONS

1. DEFINITIONS:

In this Scheme unless repugnant to the meaning or context thereof, the following

expressions shall have the following meaning:-

1.1. `The Act’ means the Companies Act, 1956 to the extent not substituted by the

Companies .

1.2. The “Appointed Date” means 01stApril, 2015, the date with effect from which the

scheme of Arrangement shall be applicable.

1.3. “Court” in case of TAL means the Hon’ble High Court of Himachal Pradesh Judicature

at Shimla (being shifting of registered office from Chandigarh to the State of Himachal

Pradesh is in process with the Regional Director, North, Ministry of Corporate Affairs,

New Delhi) and in respect of SIL means the Hon’ble High Court of Himachal Pradesh

Judicature at Shimla.

1.4. The `Effective Date’ means the date by which last of the approvals specified in this

Scheme shall have been obtained.

1.5. “Record Date” means the date to be fixed by the Board of Directors of STURY

INDUSTRIES LIMITED AND TIRUPATI ALUMINIUM LIMITED for the purpose of

determining the members of STURDY INDUSTRIES LIMITED AND TIRUPATI

ALUMINIUM LIMITED

1.6. “Scheme” means this scheme of Arrangement in its present form submitted to the Court

for sanction or with any modification(s) approved or imposed or directed by the Courts.

1.7. “TIRUPATI ALUMINIUM LIMITED ’ or the Transferor Company” means TIRPATI

ALUMINIUM LIMITED, incorporated under the Companies Act, 1956 having its

registered office at Village Judi Kalan, Near IOC Bottling Plant, Distt. Solan-HP.

26

1.8. “STURDY INDUSTRIES LIMITED” or the Transferee Company” means STURDY

INDUSTRIES LIMITED, the Transferee Company, incorporated under the Companies

Act, 1956, having its registered office at Plot No 21, BADDI, (Himachal Pradesh).

2. SHARE CAPITAL: (a) Existing Share Capital of TIRUPATI ALUMINIUM LIMITED.

(i) Authorised Share Capital Rs. 35,000,000.00 3,500,000 equity shares of Rs. 10/- each (ii) Issued Share Capital Rs. 30,023,000.00 3002300 Equity Shares of Rs.10/- each (iii) Subscribed and paid up Capital Rs. 30,023,000.00 3002300 Equity Shares of Rs.10/- each

(b) Existing Share Capital of STURDY INDUSTRIES LIMITED

(i) Authorised Share Capital Rs. 185,000,000.00 2,00,000 Preference shares of Rs. 100/- each 8,25,00,000 Equity Shares ofRs. 2/- each (ii) Issued Share Capital Rs. 14,86,17,920.00 2,00,000 Preference shares of Rs. 100/- each 6,43,08,960 Equity Shares ofRs. 2/- each (iii) Subscribed and Paid up Capital Rs. 14,86,17,920.00 2,00,000 Preference shares of Rs. 100/- each 6,43,08,960 Equity Shares of Rs. 2/- each

27

PART-II

TRANSFER AND VESTING OF UNDERTAKING:

1 This scheme shall become effective on occurrence of the Effective Date but shall be

deemed operative from the Appointed Date.

2. Subject to the provisions of the scheme in relation to the modalities of transfer and venting,

on occurrence of, the Effective Date, the whole of the business, personnel, property,

memberships and assets of TAL (including business and undertakings) shall stand

transferred to and be vested in SIL without any further act or deed, and by virtue of the

Orders passed by the Hon’ble High Court.

3. With effect from the Appointed Date, the entire TAL business and Undertakings shall

stand transferred to and be vested in SIL without any further act, deed together with all

its properties, assets, rights, benefits and interest therein, subject to existing charges

thereon in favour of banks and financial institutions, as the case may be in the following

manner.

3.1 All memberships, licenses, franchises, rights, privileges, all permits, quotas right,

entitlements, allotments, approval, consents, concessions available to TAL as on

Appointed Date shall get transferred to SIL without the payments of any fee, charges or

securities.

3.2 All the assets of the TAL as are movable in nature or incorporeal property or are

otherwise capable of transfer by manual delivery or by endorsement and delivery by

vesting and recordal pursuant to this scheme , shall stand vested in SIL, with effect from

the Appointed Date, and shall become the property and an integral part of SIL.

3.3 with effect from the Appointed Date, all movable property of TAL, other than those

specified in sub-clause 3.2 above, including sundry debtors, outstanding loan and

advance it any, recoverable in cash or in kind or for value to be received, bank balances

and deposit, if any, with Governments, Semi- Government, Local and other authorities

28

and bodies, customers and other persons shall without any act, instrument or deed

become the property of SIL.

3.4 With effect from the Appointed Dated all immovable property ( including land buildings

and any other immovable property) of TAL, whether freehold or leasehold , and any

documents of title , right and easements in relation thereto shall stand transferred to and

be vested in SIL, without any act or deed done by any of the transferor or transferee

companies.

3.5 With effect from the Appointed Date, SIL shall be entitled to exercise all rights and

privileges and be liable to pay ground rent, taxes and fulfill obligations, in relation to or

applicable to such immovable properties. The mutation / substitution of the title to the

immovable properties shall be made and duly recorded in the name of SIL by the

appropriate authorities pursuant to the sanction of the scheme by the Hon’ble High

Court and the Scheme becoming effective in accordance with the terms hereof.

3.6 With effect from the Appointed Date, all debts liabilities, contingent liabilities, duties and

obligations, secured or unsecured, whether provided for or not in the books of accounts

or disclosed in the balance sheets of TAL, shall be deemed to be the debts, liabilities,

contingent liabilities, duties and obligations of SIL.

3.7 With effect from the Appointed Date, the browning limits of TAL approved by the

respective shareholders of those, companies under section 180 of the Act shall be

treated as the borrowing limits of SIL and consequently, the borrowing limits of SIL

shall stand increased to that extent.

3.8 Without prejudice to the generally of the provisions contained herein , all loans raised

after, the Appointed Date but before the Effective Date and liabilities incurred by TAL

after the Appointed date but before the Effective Date for their operations shall be

deemed to be of SIL.

3.9 The transfer and vesting of the entice SIL Business and undertaking as aforesaid, shall

be subject to the existing securities, charges and mortgages, if any subsisting , over or

in respect of the property and assets or any part thereof of TAL, as the case may be.

29

Provided that the securities, charges and mortgages ( if any subsisting) over and in

respect of the part thereof, of SIL shall continue, charges or mortgages to the end intent

that such, securities.

Charges and mortgages shall not extend or be deemed to extend, to any of the other

assets of TAL vested SIL pursuant to the scheme.

Provided always that this Scheme shall not operate to enlarge the security for any loan,

deposit or facility created by TAL which shall vest in SIL be virtue of the amalgamation of

TAL with SIL and SIL shall be obliged to create any further, or additional security there

for after the amalgamation has become operative.

3.10 With effect from the Appointed Date, all contracts deeds bonds, agreements, schemes

arrangements and other instruments of whatsoever nature in relation to TAL may

eligible, and which are subsisting or having effect immediately before the effective Date,

shall be in full force and effect against or in favour of TAL and may be enforced as fully

and effectually as if, instead of TAL, SIL had been a party or beneficiary or oblige

thereto.

3.11 With effect from the Appointed Date, all permits, quotas, rights, entitlements, licenses

including those relating to trademarks, tenancies, patents, copyrights, privileges

software, powers facilities of every kind and description of whatsoever nature in relation

to TAL to which TAL are parties benefit of which TAL may be eligible and which are

subsisting or having effect immediately before the Effective Date, shall be enforceable

as fully and effectually as if, instead of TAL, SIL had been a party or beneficiary or

oblige thereto.

3.12 With effect from the Appointed Date, any statutory licenses , no objection certificates,

permissions or approvals or consents required to carry on operation on TAL shall stand

vested in or transferred to SIL without future act or deed , and shall be appropriately

transferred or assigned by the statutory authorities concerned therewith in favor of SIL

upon the vesting of TAL Business and undertaking pursuant to his scheme. The benefit

of all statutory and regulatory permissions, licenses, approvals and consents including

30

the statutory licenses, Permissions or approvals or consents required to carry on the

operation of TAL shall vest in and become available to SIL pursuant to this scheme.

3.13 SIL will, at any time after the coming into effect of this Scheme in accordance with the

provisions hereof, if so required under any law or otherwise, executive deeds of

confirmation or other writings or arrangements with any party to any contract or

arrangements in relation to TAL to which TAL is party, in order to give formal effect to

the above provisions. SIL shall under the provisions of this Scheme, be deemed to be

authorized to execute any such writings on behalf of TAL and to Carry out or perform all

such formalities or compliances referred to above on part of TAL.

3.14 With effect from the Appointed Date, SIL shall bear the burden and the benefits of any

legal or other proceedings initiated by or against TAL. Provided however, all legal,

administrative and other proceedings of whatsoever nature by or against TAL pending

in any court or before any authority, judicial, quasi, judicial or administrative, any

adjudicating authority and / or arising after the Appointed Date and relating to TAL or

their respective properties, assets ,liabilities, duties and obligations shall be continued

and / or enforced until the effective Date by or against TAL; and from the from the

effective date, shall be continued and enforced by or against SIL in the same manner

and to the same extent as would or might been continued and enforced by or against

TAL.

3.15 If any suit, appeal or other proceedings of whatever nature by or against TAL be

pending, the same shall not abate, be discontinued or be in any way be prejudicially

affected by reason of the transfer of the TAL business and undertaking or of anything

contained in this scheme but the proceedings may be continued, prosecuted and

enforced by or against SIL in the same manner and the same extent as it would or

might have been continued, prosecuted and enforced and unforced by or against TAL

as if this scheme had not been made.

3.16 On occurrence of the Effective Date, all persons that were employed by TAL

immediately before such date shall become employees of SIL with the benefit of

continuity of service on same terms and conditions as were applicable to such

employees of TAL immediately prior to such transfer and without any break or

31

interruption of service. SIL undertakes to continue to abide to such transfer and without

any break or interruption of service. SIL undertakes to continue to abide by any

agreement / settlement, if any, entered into by TAL with any their respective union/

employee thereof. With regard to Provident Fund, Gratuity Fund, superannuation fund or

any other special fund or obligation created or existing for the benefit of such employees

of TAL upon occurrence of the Effective Date, SIL shall stand substituted for TAL for all

for all purposes whatsoever relating to the obligation to make contribution to the said

funds in accordance with the provisions of such scheme or fund in the respective trust

deeds or other document. The existing Provident Fund Gratuity and Superannuation

Fund or obligations, if any, created by SIL for its employees shall be continued for the

benefit of such employees on the same terms and conditions. With effect from the

Effective Date, SIL will make the necessary contributions for such transferred employees

of TAL and deposit the same in Provident Fund, Gratuity fund or Superannuation fund of

obligations, where applicable. It is the aim and intent of the Scheme that as the rights,

duties, powers and obligations TAL of and in relation to such schemes or funds shall

become those of SIL.

3.17 Loans or other obligations. If any, due between TAL and SIL shall stand discharged and

there shall be no liability in that behalf. In so far as any securities, debentures or notes

issued by TAL and held by SIL and vice versa are concerned, the same shall, unless,

sold or transferred by holder of such securities, at any time period to the Effective Date,

stand canceled and shall have no further effect.

3.18 With effect from the Appointed Date, all motor vehicles of any description whatsoever of

shall stand transferred to and be vested in, and the appropriate Government and

Registration Authorities shall substitute the name of SIL in place of TAL as the case may

be.

3.19 SIL shall be entitled to revise its sales tax/service tax returns and to claim refund/credits

end/or set of all amounts paid by SIL and TAL under the relevant sale tax laws towards

interstate sales between TAL and SIL, which may occur between the appointed date and

the effective date. The rights to make such revisions in the sales tax returns and to

claim refunds/ credits are expressly reserved in favor of SIL.

32

3.20 It is expressly clarified that with effect from the Appointed Date, all taxes payable by

TAL including all or any refunds of the claims shall be treated as the tax liability or

refunds/ claims as the case may be of SIL.

3.21 SIL shall be entitled to revise its income Tax returns and related TDS certificates and to

claims refunds, advance tax credits etc., and its rights to make such revisions in the

income tax returns and related certificates and the right to claim refunds, advance tax

credits is expressly granted.

3.22 From the effective date and till such time as the name of is entered as the account

holder in respect of all the bank accounts and demat accounts of TAL and in the relevant

banks books of record, SIL shall be entitled to operate the bank accounts of TAL.

4. Conduct of Business

4.1 With effect from the Appointed Date and until occurrence of the Effective Date.

4.1.1 SIL shall be deemed to carry on all its businesses and activities and stand possessed of

its properties and assets for and on account of and in trust for TAL; and all the profits

accruing to TAL and all taxes thereon or losses arising or incurred by them shall, for all

purposes, be treated as and deemed to be the profit or losses, as the case may be, of

SIL.

4.1.2 TAL shall carry on its business with reasonable diligence and in the same manner as

they had been doing hitherto and TAL shall not alter or substantially expand its business

except with the concurrence of SIL.

4.1.3 TAL shall not, without the written concurrence of SIL , alienate charge or encumber any

of their properties except in ordinary course of business or pursuant to any pre-existing

obligation undertaken prior to the date of acceptance of the Scheme by the Board of

Directors of SIL , as the case may be.

4.1.4 TAL shall not vary or alter, except in the ordinary course of business or pursuant to any

pre-existing obligation undertaken prior to the date of acceptance scheme by the Board

33

of Directors of TAL the terms and conditions of employment of any of its employees

except with the written concurrence of SIL.

4.1.5 With effect from the Appointed Date, all debts liabilities duties and obligations of TAL as

on the close of business on the date preceding the Appointed Date, whether or not

provided in its books and all liabilities which arise or accrue on or after the Appointed

Date shall be deemed to be the debts, liabilities, duties and obligations of SIL.

4.2 With effect from the Effective Date, SIL shall commence and carry on and shall be

authorised to carry on the businesses carried on by TAL.

4.3 For the purpose of giving effect to the vesting order passed under Sections 391 and 394

of this Act in respect of this scheme by the Hon’ble High Court, SIL shall at any time

pursuant to the orders on this scheme be entitled to get the recordal of the change in the

legal rights upon the vesting of the TAL business and undertaking in accordance with

the provisions of Section 391 and 394 of the Act, SIL shall be authorised to execute and

pleadings, applications forms etc. as are required to remove any difficulties and carry

out any formalities or compliance as are necessary for the implementation of this

scheme. PART-III

REORGANIZATION OF CAPITAL

1. Further issue of Shares in SIL

1.1 Issue of Shares in the Share Capital of SIL;

Upon this Scheme coming into effect and upon transfer and vesting of TAL business and

undertaking in SIL, the consideration in respect of such transfer shall, subject to the

provisions of the Scheme, be paid and satisfied by SIL as follows:

1.1.2 SIL shall (without further application, act or deed) issue at par and allot to each of the

shareholders of TAL, equity shares in the proportion of every 10 Equity fully paid up

Shares held in TAL will receive 43 Equity fully paid shares of SIL pursuant to this

proposed Amalgamation.

34

1.1.3 Cross holding (if any) shall get cancelled at the time of allotment of shares to the

shareholders of Transferor Company by the transferee company.

1.1.4 Any fractional entitlement for shares in SIL arising as per the scheme shall be

consolidated into nearest possible whole shares and the proceeds thereof shall be

transferred to the Prime Minister Relief Fund or such similar benevolent fund as the

Board of SIL deemed fit. The Board of Directors of SIL shall be entitled to take all

necessary steps in this regard.

1.1.5 The said equity shares in the capital of SIL be issued to the shareholders of TAL shall

rank pari passu in all respects, with the existing equity shares in SIL from the Appointed

Date. Such shares in SIL, to be issued to the shareholders of TAL will, for all purposes,

save as expressly provided otherwise, be deemed to have been held by each such

member from the Appointed Date.

1.1.6 Upon the scheme becoming effective and subject to the above provisions, the

shareholders of TAL as on the record date shall receive new share certificates. Upon

the issue and allotment of new shares in the capital of SIL to shareholders of TAL, the

share certificates in relation to the shares held by them in TAL shall be deemed to have

been cancelled. All certificates for the new shares in the capital of SIL shall be sent by

SIL to the said shareholders of TAL at their respective registered addresses as

appearing in the said Registers (or in the case of joint holders to the address of that one

of the joint holders whose name stands first in such Registers in respect of such joint

holding) and shall not be responsible for any loss in transmission.

1.1.7 With effect from the Effective Date, without any further acts or deeds on the part of SIL

or TAL and notwithstanding anything contained in Section 94 to 97 of the Act and

without any further act or deed the Authorised Shares of SIL as appearing in its

Memorandum of Association on the Effective Date shall get clubbed with the Authorised

Share Capital of SIL as appearing in its Memorandum of Association on the Effective

Date and pursuant to this clubbing the Clause V of the Memorandum of Association of

SIL shall stand altered and be substituted with effect from the Effective Date, by the

following: The Authorised capital of SIL is Rs. 18,50,00,000 (Rupees Eighteen Crore

35

Fifty Lacs only) divided into 2,00,000 (Two Lacs) Preference share of Rs. 100/-

(Rupees Hundred) each and 6,43,08,960 Equity shares of Rs.2/- (Rupees Two) each.

1.1.7 On approval of the Scheme by the members of SIL pursuant to section 391 of the Act, it

shall be deemed that the said members have also accorded their consent under Article 3

of the Articles of Association of the Company and other provisions of the Act as may be

applicable for giving effect to the provisions contained in the Scheme.

Memorandum of Association of SIL shall stand altered and be substituted with effect

from the Effective Date, by the followings:

“The Authorised Share Capital of the company is Rs 22,00,00,000/- (Rs Twenty Two

Crore) divided into 2,00,000 Preference shares of Rs. 100/-(Rupee Hundred) each and

10,00,00,000 (Ten Crore) Equity Share of Rs 2/-(Rupee Two) each.

1.1.7 On approval of the scheme by members of SIL pursuant to section 391 of the companies

act, 1956, it shall be deemed that the said members have also accorded their consent

under Article 3 of the Articles of Association of the company and other provisions of the

Act as may be applicable for giving effect to the provisions contained in the Scheme.

1.2 The Exchange Ratio stated in clause 1.1.1 above, has been accepted by the Board of

Directors of SIL and TAL.

1.3 Subject to clauses 1.4 &1.5 below, the amalgamation would be accounted for by

applying the pooling of interest method of accounting as contained in the “Accounting

Standard 14: Accounting for Amalgamations” issued by The Institute of Chartered

Accountant of India.

1.4 SIL shall record all Assets and Liabilities including the reserves and surpluses appearing

in the books of account of TAL at the values appearing in the books of account of TAL,

except the adjustments to be made, if any, to reflect the changes required to ensure the

uniformity of accounting policies between TAL and SIL.

36

1.5 The reserves of TAL shall be clubbed with the respective reserves of SIL as on the

effective date so as to preserve the identity of various reserves in the books of SIL. The

difference between the amount recorded as share capital issued and the amount of

share capital of TAL is adjusted in the reserves in the financial statement of SIL.

2. Saving of Concluded Transactions

The transfer of properties and liabilities and the continuance of proceedings by or

against TAL as envisaged in above shall not affect any transaction or proceedings

already concluded by SIL on or before the appointed date and after the Appointed Date

till the Effective Date, to the end and intent that SIL accepts and adopts all acts, deeds

and things done and executed by TAL in respect thereto as done and executed on

behalf of itself.

3. Dissolution of TAL

On occurrence of the Effective Date the TAL shall, without any further act or deed,

stand dissolved without winding up.

PART – IV

OTHER PROVISIONS

1. Application to High Court of Himachal Pradesh at Shimla in case of TAL and SIL.

1.1 SIL and TAL shall, with all reasonable dispatch, make application to the Hon’ble High

Court, respectively, under Section 391 and other applicable provisions of the Act,

seeking orders for dispensing with or convening, holding and conducting of the meetings

of the classes of their respective members and/or creditors and for sanctioning the

Scheme with such modifications as may be approved by the Hon’ble High Courts.

1.2 On the Scheme being agreed to by the requisite majorities of the classes of the

members and/or creditors of TAL and SIL shall, with all reasonable dispatch, apply to the

Hon’ble High Court, for sanctioning the Scheme under Section 391, 394 and other

applicable provisions of the Act, and for such other orders, as the said High Court may

37

deem fit for carrying this Scheme into effect and for dissolution of each of TAL without

winding-up.

2. Conditionality of Scheme:

The Scheme is conditional upon and subject to:

2.1 The Scheme being agreed to by the respective requisite majority of members and/or

creditors of each of TAL and SIL;

2.2 The Scheme being approved by the Hon’ble High Court of Shimla ;

2.3 All certified copies of the orders of the High Court sanctioning this Scheme being filed

with the Registrar of Companies, Himachal Pradesh, at Chandigarh.

2.4 This Scheme although to come into operation from the Appointed Day shall not become

effective until which the necessary certified copies of the orders under Section 391 to

394 of the Act shall be duly filed with the Registrar of Companies, Himachal Pradesh at

Chandigarh.

3. Modification of Amendment

3.1 TAL (acting through their Board of Directors) and SIL(acting through their Board of

Directors) may assent to any modifications of amendments to this Scheme which the

High Court and/or other authorities may deem fit to direct or impose or which may

otherwise be considered necessary or desirable for any question or doubt or difficulty

that may arise for implementing and/or carrying out the scheme or which is generally in

the benefit or interest of the shareholders and/or creditors. TAL (acting through their

Board of Directors and SIL(acting through their Board of Directors) and after the

dissolution of TAL, SIL (by its Board of Directors) be and are hereby authorized to take

such steps and do all acts, deeds and things as may be necessary, desirable or proper

to give effect to this Scheme and to resolve any doubt, difficulties or questions whether

by reason of any orders of the High Court or of any directive or orders of any other

authorities or otherwise howsoever arising out of, under or by virtue of this Scheme

and/or any other matters concerning or connected therewith.

3.2 TAL and SIL shall be at liberty to withdraw from this Scheme in case any condition or

alteration imposed by the Hon’ble High Court or any other authority is not on terms

acceptable to them.

4 General Terms & Conditions

38

All costs, charges, fees, taxes including duties (including the stamp duty), if any,

applicable in relation to this Scheme), levies and all other expenses, if any (save as

expressly otherwise agreed) arising out of or incurred in carrying out and implementing

the terms and conditions or provisions of this Scheme and matters incidental thereto

shall be borne and paid by SIL. All such costs, charges fees, taxes, stamp duty

including duties (excluding the stamp duty, if any, paid on this scheme which shall be pro

rata added to the value of the immovable properties), levies and all other expenses, shall

be debited to the Profit and Loss Account of SIL.

STURDY INDUSTRIES LIMITED REGD OFFICE : #21, INDUSTRIAL AREA,BADDI,DISTT. SOLAN(Himachal Pradesh)-173220

Tel: 01792-232570,232863-64 Fax 232770 Email : legalsturdy@gmail.com Website : www.sturdyindustries.com CIN no. L25209HP1989PLC009557

_____________________________________________________________________________________ To Date: 05.01.2016 The Manager Department of Corporate Services Bombay Stock Exchange PJ Tower, Dalal Street Mumbai-400001

COMPANY CODE :- 530611 Sub :- Application under Clause 24(f) of the Listing Agreement for the proposed scheme of amalgamation between Tirupati Aluminium Limited and Sturdy Industries Limited and their respective shareholders and creditors Dear Sir In connection with above application, we submit the complaints report as under

S No.

Particulars Nature RECEIVED ATTENDED PENDING

1 Non Receipt of Annual Report COMPLAINT 2 2 0 2 Non Receipt of Dividend Warrant COMPLAINT 0 0 0 3 Non Receipts of Securities COMPLAINT 0 0 0 4 Non Receipts of Securities after Transfer COMPLAINT 0 0 0

5 Request for Duplicate/Revalidation

Dividend Warrant REQUEST 0 0 0 6 SEBI/STOCK EXCHANGE/LEGAL COMPLAINT 0 0 0

Yours Faithfully, FOR STURDY INDUSTRIES LIMITED Sd/- (DIRECTOR) RAMESH GUPTA)

IN THE HON’BLE HIGH COURT OF HIMACHAL PRADESH AT SHIMLA. Company Petition No. 3 of 2016.

(Under Sections 391 and 394 of the Companies Act, 1956). In the matter of Companies Act 1956

And In The Matter Of Amalgamation OF

TIRUPATI ALUMINIUM LIMITED, a company incorporated under the

Provisions of Companies Act, 1956 and having its Registered Office at Judi Kalan near IOC Bottling Plant, District Solan H.P. through Sh. Amit Gupta S/O Sh. Mohan Lal Gupta R/O House No. 52-A, Sector-1, Block No. 4, Tehsil Kasauli, Parwanoo, District Solan H.P. …………….Transferor

M/S STURDY INDUSTRIES LIMITED, a company incorporated under the Provisions of Companies Act, 1956 and having its Registered Office at Plot No.21, Baddi, District Solan H.P. through Sh. Ramesh Gupta S/O Late Sh. ChamanLal Gupta R/O House No. 11-12, Sector-1, Parwanoo, District Solan H.P. 173220.

……………………Transferee Company/Petitioner Company . FORM OF PROXY I/We the undersigned as the Equity Share Holders /Preference Share Holder of M/S

STURDY INDUSTRIES LIMITED the above named Transferee Company do hereby appoint

__________________________________ of ___________________ and failing him/her

_________________ of ___________________________ as my /our Proxy to act for me/us

at the meeting of the Equity Share Holders /Preference Share Holder of the Transferee

Company to be held at registered office at Plot No 21 , Baddi , District Solan HP on

10.04.2016 at 2.00 P.M. for the purpose of considering and if thought fit approving with or

without modifications the proposed Scheme of amalgamation of M/S STURDY

INDUSTRIES LIMITED the Transferee Company at such meeting and any

adjournment/adjournment(s) thereof to vote, for me/us and in my /our name

__________________*(here “if for”, insert “for”; “if against” insert “against” and in the latter

case, strike out of words below after “ compromise or arrangement” either with or without

modifications as my/our proxy may approve

Strike out what is not necessary).

Dated this the _____ day of ______ 2016.

Name :_________________ Revenue Address:_____________ Stamp Rs1/-

Signature:_____________

1. Please affix appropriate Revenue stamp before putting signature (s), signature should be

done across on the face of the revenue stamp.

2. Proxy must be deposited at registered office of the Transferor Company Plot No.21, Baddi,

District Solan H.P. not less than 48 hours before the time fixed for holding meeting.

3. In case Enquiry Share holders is a Company Partnership Firm, Trust Society etc. duly

complete Proxy form should be accompanied by copy of Board Resolution/authority

4. All alteration made in the Proxy Form must be initiated.

IN THE HON’BLE HIGH COURT OF HIMACHAL PRADESH AT SHIMLA. Company Petition No. 3 of 2016. (Under Sections 391 and 394 of the Companies Act, 1956).

In the matter of Companies Act 1956 And

In The Matter Of Amalgamation OF TIRUPATI ALUMINIUM LIMITED, a company incorporated under the

Provisions of Companies Act, 1956 and having its Registered Office at Judi Kalan near IOC Bottling Plant, District Solan H.P. through Sh. Amit Gupta S/O Sh. Mohan Lal Gupta R/O House No. 52-A, Sector-1, Block No. 4, Tehsil Kasauli, Parwanoo, District Solan H.P. …………….Transferor

M/S STURDY INDUSTRIES LIMITED, a company incorporated under the Provisions of Companies Act, 1956 and having its Registered Office at Plot No.21, Baddi, District Solan H.P. through Sh. Ramesh Gupta S/O Late Sh. ChamanLal Gupta R/O House No. 11-12, Sector-1, Parwanoo, District Solan H.P. 173220. ……………………Transferee Company/Petitioner Company

ATTENDANCE SLIP

I hereby record my presence at the meeting of the equity shareholder/ preference share

holder of M/S STURDY INDUSTRIES LIMITED, a company incorporated under the

provisions of Companies Act, 1956 and having its registered office at Plot No.21, Baddi,

District Solan H.P. at ____________ AM /PM on 10.04.2016.

________________Signature ____________ Full name of the person attending the meeting. ______________ Signature Proxy. ______________________ Full name of the Proxy holder

STURDY INDUSTRIES LIMITED REGD OFFICE : #21, INDUSTRIAL AREA,BADDI,DISTT. SOLAN(Himachal Pradesh)-173220

Tel: 01792-232570,232863-64 Fax 232770 Email : legalsturdy@gmail.com Website : www.sturdyindustries.com CIN no. L25209HP1989PLC009557

____________________________________________________________________________

POSTAL BALLOT FORM (Please go through the instructions printed overleaf before exercising e-voting.)

Sr. No…………….

1. Name and Registered Address of the sole / first named : Shareholder 2. Name(s) of the Joint Shareholder(s) if any : 3. Registered folio no. /*Client ID no.*(Applicable to investors : Holding Shares in dematerialized form) 4. Number of Shares held : I/We hereby exercise my/our vote in respect of Special resolutions to be passed through Postal Ballot for the businesses stated in the Postal Ballot Notice dated Monday, 14th day of March 2016 and explanatory statement annexed thereto by sending/ recording my/our assent (For) or dissent (Against) to the said resolution by placing the tick (√) mark at the appropriate box in the following manner:

Item No.

Particulars of Agenda Item

No. of shares held by me/us

I/We assent to the Resolution (FOR)

I/We dissent to the Resolution (AGAINST)

1. Resolution for Merger of Tirupati Aluminium Limited with Sturdy Industries Limited through a High Court approved Scheme of Amalgamation

Place : Date :

________________________________________ (Signature of the shareholder/Beneficial Owner)

-----------------------------"--------------------------------------------"-------------------------------------------"--------Note: Last date for receipt of Postal Ballot Forms by the Scrutinizer is 9th April, 2016.

PLEASE READ CAREFULLY THE INSTRUCTIONS PRINTED OVERLEAF BEFORE EXERCISING THE VOTE.

INSTRUCTIONS 1. The relative explanatory statement pursuant to Section 102(2) of the Companies Act, 2013

setting out material facts is annexed hereto. 2. Pursuant to the provisions of Section 110 of the Companies Act, 2013 read with rule 22 of the

Companies (Management and Administration) Rules, 2014, the assent or dissent of the Members in respect of the Resolution contained in the Postal Ballot Notice dated 14th March, 2016 is being determined through Postal Ballot including facility of E-Voting through CDSL platform.

3. The Board has appointed Mr. Mast Ram Chechi, Sole Proprietor, M/s M R Chechi and

Associates, FCS No. 3823, CP No. 2906 as the Scrutinizer for the purpose of conducting business through Postal Ballot under the Rules.

4. A member desiring to exercise vote by Postal Ballot may complete this Postal Ballot Form

and send it directly to the Scrutinizer in the attached preprinted self -addressed envelope. No postage is required to be paid by the Shareholder as the prepaid self -addressed postal envelope is enclosed. Envelope containing Postal Ballots Forms, if deposited with the Company in person or, if sent by courier/ registered post at the expense of the registered Shareholder, shall also be accepted by the Company.

5. A (“) mark should be placed in the relevant box signifying assent/dissent for the resolution,

as the case may be. Incomplete or unsigned Postal Ballots will be rejected. Tick in both the boxes would render your Ballot Form invalid. Please note that (X) mark or any other mark other than (“) in the box signifying assent or dissent shall be deemed as if no mark has been placed and the box is left blank.

6. Duly completed Postal Ballot Form should reach the Scrutinizer not later than 5:30 p.m. on

9th April, 2016. For this purpose, a self-addressed postage pre-paid envelope is enclosed herewith. Please note that any response received from the Shareholders after 5:30 p.m. on 9th April, 2016 shall be treated as if no response has come from a Shareholder in terms of Rule 22(12) of the Companies (Management and Administration) Rules, 2014. Accordingly, Shareholders are requested to send duly completed Postal Ballot Forms well before the above said date providing sufficient time for postal transit.

7. The Scrutinizer will submit his report to the Chairman of the Company upon completion of

scrutiny, in a fair and transparent manner, of voting through E-Voting platform and Postal Ballot but not later than 11th April, 2016.

8. The Chairman shall announce the results of E-Voting and Postal Ballot by Tuesday,12th April,

2016 at the Registered Office of the Company, at #21, INDUSTRIAL AREA,BADDI,DISTT. SOLAN(Himachal Pradesh)-173220.The date of declaration of result of Postal Ballot result will be taken to be the date of passing of the Resolution(s).

9. The Result of Postal Ballot will be published in the Newspaper (English and vernacular) within

48 hours of the declaration of the result and will be placed at the web-site of the Company at www.sturdyindustries.com for information of Members besides being communicated to all the Stock Exchanges on which the shares/ securities are listed. The results will also to be displayed on website of the agency.

10. This form should be completed and signed by the member as per the specimen signatures registered with the Company. In case of joint holdings, this form should be completed and signed (as per the Specimen Signature registered with the Company) by first named Shareholder and in his absence, by the next named joint holder. In case the Form is signed by persons other than individual members, this form should be signed by an authorized signatory whose signature is already registered with the Company/Depository Participant.

11. In case of shares held by Companies, Trust, Societies etc., duly completed Postal Ballot

Form should also be accompanied by a certified copy of the Board Resolution/Other Authority together with the attested specimen signatures of the duly authorized person exercising the voting by Postal Ballot.

12. If any extraneous paper is found in such envelop the same would not be considered by the

Scrutinizer and would be destroyed. 13. There will be one Postal Ballot Form for every Folio/Client ID irrespective of the number of joint holders. 14. The Postal Ballot shall not be exercised by a Proxy. 15. Unsigned Postal Ballot form will be rejected. 16. The Scrutinizer’s decision on the validity of the Postal Ballot shall be final