(Original Jurisdiction) Company

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

ALLAHABAD BENCH, ALLAHABAD

(ORIGINAL JURISDICTION)

COMPANY APPLICATION NO. CA (CAA) 315/ALD OF 2019

IN THE MATTER OF THE COMPANIES ACT, 2013 (18 OF 2013)

SECTIONS 230, 232 & 66

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT

AND

IN THE MATTER OF

LSC INFRATECH LTD APPLICANT NO. 1/DEMERGED COMPANY

AND

LALKUAN STONE CRUSHERS INDIA PVT LTD APPLICANT NO. 2/RESULTING COMPANY

(1) BEFORE THE NATIONAL COMPANY LAW TRIBUNAL

ALLAHABAD BENCH, ALLAHABAD

(ORIGINAL JURISDICTION)

COMPANY APPLICATION NO. CA (CAA) 315/ALD OF 2019

IN THE MATTER OF THE COMPANIES ACT, 2013 (18 OF 2013)

SECTIONS 230, 232 & 66

AND

IN THE MATTER OF SCHEME OF ARRANGEMENT

AND

IN THE MATTER OF

LSC INFRATECH LTD APPLICANT NO. 1/DEMERGED COMPANY

AND

LALKUAN STONE CRUSHERS INDIA PVT LTD APPLICANT NO. 2/RESULTING COMPANY

Explanatory Statement

[Under sections 230, 232 & 66 of the Companies Act, 2013 and the Companies (Compromises, Arrange- ments and Amalgamations) Rules, 2016, and other applicable provisions, if any]

1. Pursuant to the Order dated 23rd August, 2019, passed by the Hon’ble National Company Law Tribunal, Allahabad Bench, Allahabad, in the above referred joint Company Application, separate meetings of Equity Shareholders, Secured Creditors and Un-secured Creditors of the Demerged Company-LSC Infratech Ltd are scheduled to be convened and held for the purpose of considering and, if thought fit, approving, with or without modifications, the proposed Scheme of Arrangement of LSC Infratech Ltd and Lalkuan Stone Crushers India Pvt Ltd (hereinafter referred to as “this Scheme/the Scheme”), on Friday, 27th September, 2019, at Kumar Oxygen Compound, Rampur Road, Rudrapur-263 153, Uttarakhand, as per the following schedule:

Sl. No. Meetings of LSC Infratech Ltd Time 1 Equity Shareholders 11:30 A.M. 2 Secured Creditors 12:30 Noon 3 Un-secured Creditors 2:30 P.M. 2. A copy of the Scheme of Arrangement setting out the terms and conditions of the proposed arrangement, inter alia, providing for (a) De-merger of Investment Business of LSC Infratech Ltd into Lalkuan Stone Crushers India Pvt Ltd; (b) Re-organisation of Share Capital of LSC Infratech Ltd and Lalkuan Stone Crushers India Pvt Ltd; and other connected matters, is enclosed with this Explanatory Statement.

(2) 3. Companies to the Scheme and their Background

1.1 The Applicant No. 1/the Demerged Company-LSC Infratech Ltd:

i. The Demerged Company-LSC Infratech Ltd [Corporate Identification No. (CIN): U 26944 UR 1988 PLC 009533; Income Tax Permanent Account No. (PAN): AAA CL 3025 F] (hereinafter referred to as “the Demerged Company/the Company”) was originally incorporated under the provisions of the Companies Act, 1956, as a private limited company with the name and style as ‘Lalkuan Stone Crushers Pvt Ltd’ vide Certificate of Incorporation dated 13th April, 1988, issued by the Registrar of Companies, Uttar Pradesh, Kanpur. The Company was converted into a public limited company and name of the Com- pany was changed to ‘Lalkuan Stone Crushers Ltd’ vide Fresh Certificate of Incorporation dated 22nd February, 2002, issued by the Registrar of Companies, Uttar Pradesh & Uttaranchal, Kanpur. Further, name of the company was changed to its present name ‘LSC Infratech Ltd’ vide Fresh Certificate of Incorporation dated 22nd October, 2012, issued by the Registrar of Companies, Uttarakhand.

ii. Presently, the Registered Office of the Demerged Company is situated at Kumar Oxygen Compound, Rampur Road, Rudrapur-263 153, Uttarakhand; E-mail: [email protected]; Website: www.lscinfratech.com.

iii. The detailed objects of the Demerged Company are set out in the Memorandum of Association and are briefly stated as below:

A. Main Objects: 1. To carry on business, buyers, sellers and manufacturers of stone grit, lime, limestone related products, ceramic products, bricks, tiles, sand, cement, pipes, pre-fabricated, paving, lining, roofing materials, iron, coal and coal burns and to buy, sale, manufacture, prepare, mix, formulate and deal in stones, limes, clays, cement, bricks, pizzolanes.

2. To work mines or quarries and to find win, get, work, crush, smelt, manufacture or otherwise deal with limestone, chalk, clay, ores, metals, oils, stones and other precious stones or deposits or products.

3. To obtain lease and sub-lease, mining leases, prospecting licenses and quarry leases, bricklines leases from any government or Party for the purpose of exploiting major or minor rules or any other rules in force in any area.

4. To carry on the business of Constructional Engineers, technical Service providers, brokers, Agents, interior Decorators, Consultants, Advisors, Supervisors, Administrators, Contractor, Sub-Contractor, Turnkey Contractor and Manager of all types of construction and developmental work of real estate, moveable and immovable properties.

5. To carry on in India or elsewhere either alone or jointly with one or more person(s) the business of real estate, colonizers, Site Developers, Builders, Contractors, promoters and Developers and to build townships, acquire, develop, construct, erect, alter, buy, sell any moveable and immovable property including land, real estate, multi storied buildings, sheds, dwelling offices, shops, stores, public utility building, residential and commercial complexes, multiplexes, shopping malls, rent, build, construct, equip, execute, carry out, improve, work, develop, administer, maintain, manage or control works and conveniences of all kinds and infrastructure including roadways, highways, tramways, dams, flyovers, bridges, airports, docks, ports, jetties, Special Economic Zones, Software technology parks, piers, wharves, canals, reservoirs, drainage, aqueducts and to do all incidental acts and things necessary for the attainment of foregoing objects.

(3) B. Other Objects: The Company has also adopted, inter alia, the following sub-clauses of the Other Objects Clause of its Memorandum of Association:

43. To carry on the business as shares and stocks brokers and to buy, sell and deal in all kinds of shares, stocks, securities, bonds, debentures, units and other instruments. iv. Presently, the Demerged Company is engaged in the business of sand and gravel mining, stone crushing; manufacturing of stone grit, limestone and other related activities. In addition to these core business activities, the Demerged Company has also made investments in securities (including investment in other Group Companies). Thus, the Demerged Company has two distinct business segments of sand and gravel mining, stone crushing and manufacturing of stone grit, etc.; and investment business. v. That the present Authorised Share Capital of the Demerged Company is `40,00,00,000 divided into 37,50,000 Equity Shares of `100 each aggregating to `37,50,00,000; and 2,50,000 Preference Shares of `100 each aggregating to `2,50,00,000. The present Issued, Subscribed and Paid-up Share Capital of the Company is `16,32,62,500 divided into 14,94,498 Equity Shares of `100 each aggregating to `14,94,49,800; 1,35,810 9% non-cumulative Compulsorily Redeemable Preference Shares (‘Series-A’) of `100 each aggregating to `1,35,81,000; and 2,317 9% non-cumulative Compulsorily Redeemable Preference Shares (‘Series-B’) of `100 each aggregating to `2,31,700. vi. Detail of the present Board of Directors of the Demerged Company is given below: Sl. Name & Address DIN Designation No. 1 Mr Shiv Kumar Agarwal 00657046 Managing Director 21/1, D1-D2, Civil Lines, Nainital Road Rudrapur-263 153, Uttarakhand 2 Ms Rukman Agarwal 00657081 Joint Managing 21/1, D1-D2, Civil Lines, Nainital Road Director Rudrapur-263 153 Uttarakhand 3 Mr Abhishek Agarwal 01319670 Whole Time 21/1, D1-D2, Civil Lines, Nainital Road Director Rudrapur-263 153 Uttarakhand 4 Ms Amita Agarwal 01319744 Whole Time 21/1, D1-D2, Civil Lines, Nainital Road Director Rudrapur-263 153 Uttarakhand 5 Mr Saurabh Agarwal 00657185 Whole Time 21/1, D1-D2, Civil Lines, Nainital Road Director Rudrapur-263 153 Uttarakhand 6 Ms Sarina Agarwal 01319821 Whole Time 21/1, D1-D2, , Civil Lines, Nainital Road, Director Rudrapur-263 153, Uttarakhand 7 Mr Badam Singh 03218257 Director O, Chaudhar Colony, Gaujajali Uttar, Industrial Estate, Nainital-263 139 Uttarakhand 8 Mr Rakesh Kumar 03218268 Whole time Director 407, L-1B, Mohanpur, Mohamadpur, Haridwar-247 666 Uttar Pradesh 9 Mr Anil Kumar 03258486 Whole time Director House No. 105, Basaee Badayoon-202 520 Uttar Pradesh

(4) Sl. Name & Address DIN Designation No. 10 Mr Satya Prakash Singhal 07194072 Director 4 N, Friends Enclave, Kashipur Road, Bhoora Rani, Rudarpur-263 153 Uttarakhand 11 Mr Hemant Singh Negi 07602932 Whole time Director House No. 3, Ashok Vihar, Bareilly Road, Teen Pani, Haldwani Talli, Nainital-263 139 Uttarakhand 12 Mr Virender Singh 08175670 Director Near Gurudwara, Bigwara Udham Singh Nagar Rudrapur-263 153 Uttarakhand

1.2 The Applicant No. 2/the Resulting Company-Lalkuan Stone Crushers India Pvt Ltd: i. The Resulting Company-Lalkuan Stone Crushers India Pvt Ltd [Corporate Identification No. (CIN): U 14200 UR 2012 PTC 000511; Income Tax Permanent Account No. (PAN): AAC CL 4185 G] (hereinafter referred to as “the Resulting Company/the Company”) was originally incorporated under the provisions of the Companies Act, 1956 as a private limited company vide Certificate of Incorporation dated 14th December, 2012, issued by the Registrar of Companies, Uttarakhand.

ii. Presently, the Registered Office of the Resulting Company is situated at Kumar Oxygen Compound, Rampur Road, Rudrapur-263 153, Uttarakhand; e-mail: [email protected].

iii. The detailed objects of the Resulting Company are set out in the Memorandum of Association and are briefly stated as below:

Main Objects: 1. To carry on in India or elsewhere the business of exploring, operating and working on mines, quarries and to win, set, crush, smelt, manufacture, process, excavate, dig, break, acquire, develop, exercise, turn to account, survey, produce, prepare, remove, undertake, convert, finish, load, un- load, handle, transport, buy, sell, import, export, supply and to act as agent, broker, stockiest, dis- tributor, consultants, contractor, manager, operator or otherwise to deal in all sorts of present and future ore, minerals, deposits, goods, substances and materials, including sands, stones, stone soils, stone grit, chalk, clay, china clay, bentonite, boryles, calcite and coal, lignite, rock phosphate, brimstone, brine, bauxite, limestone, precious and other stones, iron, aluminum, titanium, vanadi- um, mica, Aplite, chrome, copper, gypsum, rutile, sulphate, tin, zinc, zircon, tungsten, silicon, brass and other allied materials, by-products, mixtures, blends, residues and substances and to do all incidental acts and things necessary for the attainment of objects under these presents.

2. To search, survey, discover and find out and to acquire by concession, grant, purchase, barter, lease, license, degrees and tenders the allotment or otherwise of land or water area from government, semi-government, local authorities, private bodies, corporations and other persons such rights, power and privileges whatsoever for obtaining mines, open cast mines, quarries, deposit, etc., for the accomplishment of above objects.

iv. Presently, the Resulting Company is engaged in purchase, sale and trading of commodities, commission agency business and other related activities.

v. That the present Authorised Share Capital of the Resulting Company is `1,00,000 divided into 10,000 Equity Shares of `10 each. The present Issued, Subscribed and Paid-up Share Capital of the Company is `1,00,000 divided into 10,000 Equity Shares of `10 each.

(5) vi. Detail of the present Board of Directors of the Company is given below: Sl. Name & Address DIN Designation No. 1. Mr Abhishek Agarwal 01319670 Director 21/1, D1-D2, Civil Lines, Nainital Road Rudrapur-263 153 Uttarakhand 2. Mr Saurabh Agarwal 00657185 Director 21/1, D1-D2, Civil Lines Nainital Road Rudrapur-263 153 Uttarakhand 4. Detail of the Promoters: Both the Demerged Company and the Resulting Company are closely held un-listed Group Companies under common shareholding, management and control.

Mr Shiv Kumar Agarwal and his family members are the Promoters of both the Demerged Company and the Resulting Company. Detail of the Core Promoter is given below:

Sl. Name, Address DIN No. 1. Mr Shiv Kumar Agarwal 00657046 21/1, D1-D2, Civil Lines Nainital Road Rudrapur-263 153 Uttarakhand 5. The proposed (a) De-merger of Investment Business of LSC Infratech Ltd into Lalkuan Stone Crushers India Pvt Ltd; (b) Re-organisation of Share Capital of LSC Infratech Ltd and Lalkuan Stone Crushers India Pvt Ltd; and other connected matters, will be affected by the arrangement embodied in the Scheme of Arrangement framed under sections 230, 232 and 66 of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the National Company Law Tribunal Rules, 2016, and other applicable provisions, if any.

6. Rationale and Benefits of the Scheme:

The circumstances which justify and/or necessitate the present Scheme of Arrangement of LSC Infratech Ltd and Lalkuan Stone Crushers India Pvt Ltd are, inter alia, as follows:

i. Both the Demerged Company and the Resulting Company are closely held Group Companies under common shareholding, management and control.

ii. The Demerged Company-LSC Infratech Ltd is engaged in the business of sand and gravel mining, stone crushing; manufacturing of stone grit, limestone and other related activities. In addition to these core business activities, the Demerged Company has also made investments in securities (including investment in other Group Companies). Thus, the Demerged Company has two distinct business segments of sand and gravel mining, stone crushing and manufacturing of stone grit, etc.; and investment business.

iii. The Demerged Company is planning to expand its core business as well to diversify into other infrastructure related activities. Investment Business has substantially different character than the core business of the Company.

iv. Given the distinct nature of Investment Business from the other business activities, it is proposed to hive-off the entire Investment Business from the Demerged Company into a separate company.

v. Upon de-merger, the Resulting Company will be owned and controlled by the Equity Shareholders of the Demerged Company in the same manner and proportion in which they own equity shareholding in the Demerged Company.

(6) vi. The proposed de-merger will enable the Demerged Company to focus on its core business segment. It will enable the Demerged Company and the Resulting Company to raise necessary funds, invite strategic investors and other stakeholders for their respective businesses.

vii. The present Scheme of Arrangement will impart better management focus, will facilitate administrative convenience and will ensure optimum utilization of various resources by these Companies.

viii. The proposed de-merger will provide scope for independent expansion of various businesses. It will strengthen, consolidate and stabilize the business of these Companies and will facilitate further expansion and growth of their business.

ix. The Demerged Company has some strategic/non-promoter shareholders. Since the Demerged Company is an un-listed company, there is no mechanism/platform available to these Shareholders to sell/dispose-off these shares, if they so wish. In order to provide an exit opportunity to all the strategic/non-promoter shareholders, it is proposed to re-organise the share capital of the Demerged Company, by cancelling 61,245 Equity Shares of `100 each bearing distinctive number 34,68,53,240 to 34,69,14,684 (both numbers inclusive) held by the strategic/non-promoter shareholders; and to issue equivalent number of 9% non-cumulative Compulsorily Redeemable Preference Shares in place of the such cancelled Equity Shares. The proposed re-organisation of share capital will provide a permanent liquidity option for illiquid shares of the Demerged Company.

x. Further, in terms of the provisions of the present Scheme of Arrangement, the Resulting Company will issue Equity Shares to the Equity Shareholders of the Demerged Company. It is proposed that upon the Scheme becoming effective, the Resulting Company will have 100% mirror Equity Shareholding as that of the Demerged Company. In other words, post de-merger; all the Equity Shareholders of the Demerged Company will hold same percentage of Equity Shares in the Resulting Company as they are holding in the Demerged Company as on the record date. Hence, upon the Scheme becoming effective, entire pre- Scheme issued and paid up Equity Share Capital of the Resulting Company consisting of 10,000 Equity Shares of ` 10 each will be cancelled and equivalent (9% non-cumulative) Compulsorily Redeemable Preference Shares will be created in place of such cancelled Equity Share Capital.

xi. It is clarified that the aforesaid re-organisation of Share Capital would not involve either the diminution of any liability in respect of un-paid share capital or payment to any shareholder of any paid-up share capital. None of the Companies is proposing any buy-back of shares from its shareholders.

xii. It is further clarified that no creditor of the Demerged Company and the Resulting Company will be adversely affected by the proposed re-organisation of share capital. Compulsorily Redeemable Preference Shares to be issued in terms of this Scheme, shall be redeemed in accordance with the provisions of the Companies Act, 2013, relating to the redemption of preference shares. Hence, such redemption of Prefer- ence Shares will not be deemed to be a reduction of capital of these Companies.

xiii. The proposed Scheme would enhance the shareholders’ value of the Demerged Company and the Re- sulting Company.

xiv. The said Scheme of Arrangement will have beneficial impact on Demerged Company and the Resulting Company, their shareholders, employees and other stakeholders and all concerned.

xv. The Scheme of Arrangement is proposed for the aforesaid reasons. The Board of Directors and Manage- ment of the Demerged Company and the Resulting Company is of the opinion that the proposed Scheme of Arrangement is in the best interest of these Companies and their stakeholders.

7. Salient features of the Scheme of Arrangement

i. All assets and liabilities including Income Tax and all other statutory liabilities, if any, pertaining to the

(7) Investment Business (the Demerged Business) of LSC Infratech Ltd (the Demerged Company) will be transferred to and vest in Lalkuan Stone Crushers India Pvt Ltd (the Resulting Company).

ii. All the employees of the Demerged Company employed in the activities relating to the Demerged Busi- ness, in service on the Effective Date, if any, shall become the employees of the Resulting Company on and from such date without any break or interruption in service and upon terms and conditions not less favorable than those applicable to them in the Demerged Business of the Demerged Company, on the Effective Date.

iii. Appointed Date for the Scheme of Arrangement will be 1st October, 2019, or such other date, as the Hon’ble National Company Law Tribunal or any other competent authority may approve.

iv. Share Exchange Ratio for the de-merger will be as follows:

a. The Resulting Company will issue 1 (one) Equity Share of `10 each, credited as fully paid up, for every 10 (ten) Equity Shares of `100 each held in the Demerged Company-LSC Infratech Ltd.

b. The Resulting Company will issue 1 (one) (9% non-cumulative) Compulsorily Redeemable Prefer- ence Share of `10 each, credited as fully paid-up, for every 1000 (one thousand) (9% non-cumulative) Compulsorily Redeemable Preference Shares of `100 each [‘Series-A’ and ‘Series-B’] (CRPS) held in the Demerged Company-LSC Infratech Ltd.

c. In terms of the provisions of Part 3 of the Scheme, some of the Equity Shareholders of the De- merged Company will receive equal number of (9% non-cumulative) Compulsorily Redeemable Preference Shares (CRPS) against cancellation of such Equity Shares. The Resulting Company will issue 1 (one) (9% non-cumulative) Compulsorily Redeemable Preference Share of `10 each, credited as fully paid-up, for every 1000 (one thousand) (9% non-cumulative) Compulsorily Redeemable Preference Shares of `100 each (CRPS) held in the Demerged Company-LSC Infratech Ltd.

v. On Re-organisation of Share Capital, the Demerged Company will issue 61,245 (9% non-cumulative) Compulsorily Redeemable Preference Shares (CRPS) of `100 each, credited as fully paid-up, in place of 61,245 Equity Shares of `100 each in the Demerged Company. Consequently, 61,245 Equity Shares of `100 each bearing distinctive number 34,68,53,240 to 34,69,14,684 (both numbers inclusive) issued by the Demerged Company will be cancelled.

vi. On Re-organisation of Share Capital, the Resulting Company will issue 10,000 (9% non-cumulative) Com- pulsorily Redeemable Preference Shares (CRPS) of `10 each, credited as fully paid-up, in place of the pre- scheme 10,000 Equity Shares of `10 each in the Resulting Company. Consequently, entire pre-Scheme issued and paid-up Equity Share Capital of the Resulting Company consisting of 10,000 Equity Shares of `10 each bearing distinctive number 1 to 10,000 (both numbers inclusive) will be cancelled.

vii. Any fraction arising out of the aforesaid process, if any, will be rounded off to the next whole number.

8. Extracts of the Scheme: Extracts of the selected clauses of the Scheme are reproduced below in italics (points/ clauses referred to in this part are of the Scheme of Arrangement):

A. DEFINITIONS

In this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall have the meaning as under:

1.1 “Act” means the Companies Act, 2013 (18 of 2013), the Companies (Compromises, Arrangements and Amal- gamations) Rules, 2016, the National Company Law Tribunal Rules, 2016, and any other Rules made there under, as the case may be applicable; and the Companies Act, 1956 (1 of 1956), to the extent applicable, if any.

(8) 1.2 “Appointed Date” means commencement of business hour on 1st October, 2019, or such other date as the Hon’ble National Company Law Tribunal or any other competent authority may approve.

1.3 “Board of Directors” in relation to the Demerged Company and the Resulting Company, as the case may be, shall, unless it is repugnant to the context or otherwise, include a Committee of Directors or any person authorised by the Board of Directors or such Committee of Directors.

1.4 “Demerged Business” means Investment Business of LSC Infratech Ltd (the Demerged Company), which is proposed to be De-merged into Lalkuan Stone Crushers India Pvt Ltd (the Resulting Company) and includes the business/undertaking comprising of:

1.4.1 All assets (whether movable or immovable, real or personal, corporeal or incorporeal, present future or contingent, tangible or intangible) of the Investment Business of the Demerged Company (the Demerged Business) wherever situated pertaining thereto.

1.4.2 All present and future liabilities (including contingent liabilities) arising out of the activities or operations of the Investment Business of the Demerged Company, including loans, debts, current liabilities and provisions, duties and obligations relatable to such Investment Business.

1.4.3 Without prejudice to the generality of the above, Demerged Business shall include in particular.

a. All properties and assets of the Demerged Business wherever situated;

b. All rights, entitlements and other statutory permissions, approvals, consents, licenses, registrations, the benefits of all contracts and all other rights including goodwill, intellectual property, investment, cash balances, the benefit of any deposit, financial assets, funds belonging to or proposed to be utilized for the Demerged Business, bank balances and bank accounts relating to the day to day operations and specific to the working of the Demerged Business; and all other fiscal and non-fiscal incentives, benefits and privileges which are available to or being availed by the Demerged Company or which the Demerged Company may be entitled to at any time for its Demerged Business, shall be continued to be available in the Resulting Company for the Demerged Business after the proposed De-merger;

c. All records, files, papers, computer programs, manuals, data and other records, whether in physical form or electronic form in connection with or relating to the Demerged Business;

d. All duties and obligations, which are relatable to the Demerged Business;

e. All advance money, earnest moneys and/or security deposits, bank guarantee, if any, paid or received by the Demerged Company in connection with or relating to the Demerged Business;

1.4.4 For the purpose of this Scheme, it is clarified that liabilities pertaining to the Demerged Business include:

a. The liabilities, which arise out of the activities or operations of the Demerged Business;

b. Specific loans and borrowings raised, incurred and utilized solely for the respective activities or operation of the Demerged Business;

1.4.5 All employees of the Demerged Company employed in the Demerged Business, as identified by the Board of Directors of the Demerged Company, as on the Effective Date;

1.4.6 Any question that may arise as to whether a specified asset or liability pertains or does not pertain to the Demerged Business or whether it arises out of the activities or operations of the Demerged Business

(9) shall be decided by the Board of Directors of the Demerged Company.

Performa Balance Sheet of the Investment Business of the Demerged Company (Demerged Business) is set out in Schedule-1.

1.5 “Demerged Company” means LSC Infratech Ltd being a company incorporated under the provisions of the Companies Act, 1956, and having its registered office at Kumar Oxygen Compound, Rampur Road, Rudra- pur-263 153, Uttarakhand; e-mail id: [email protected]; Web-site: www.lscinfratech.com.

The Demerged Company-LSC Infratech Ltd [Corporate Identification No. (CIN): U 26944 UR 1988 PLC 009533; Income Tax Permanent Account No. (PAN): AAA CL 3025 F] (hereinafter referred to as “the Demerged Com- pany/the Company”) was originally incorporated under the provisions of the Companies Act, 1956, as a private limited company with the name and style as ‘Lalkuan Stone Crushers Pvt Ltd’ vide Certificate of Incorporation dated 13th April, 1988, issued by the Registrar of Companies, Uttar Pradesh, Kanpur. The Company was converted into a public limited company and name of the Company was changed to ‘Lalkuan Stone Crushers Ltd’ vide Fresh Certificate of Incorporation dated 22nd February, 2002, issued by the Registrar of Companies, Uttar Pradesh & Uttaranchal, Kanpur. Further, name of the company was changed to its present name ‘LSC Infratech Ltd’ vide Fresh Certificate of Incorporation dated 22nd October, 2012, issued by the Registrar of Companies, Uttarakhand.

1.6 “Effective Date” means last of the dates on which the certified copies of the Order(s) passed by the Hon’ble National Company Law Tribunal, sanctioning the Scheme of Arrangement, are filed with the concerned Regis- trar of Companies, Ministry of Corporate Affairs.

1.7 “National Company Law Tribunal” means appropriate Bench/Benches of the Hon’ble National Company Law Tribunal constituted under the Companies Act, 2013, having territorial jurisdiction to sanction the present Scheme and other connected matters. The National Company Law Tribunal has been referred to as the Tribu- nal/NCLT.

1.8 “Record Date-1” means the date to be fixed by the Board of Directors of the Demerged Company and the Resulting Company with reference to which the status of the shareholders of these Companies (the Demerged Company and the Resulting Company) shall be determined to give effect to the Re-organisation of Share Cap- ital of the Demerged Company and the Resulting Company in terms of this Scheme.

1.9 “Record Date-2” means the date to be fixed by the Board of Directors of the Demerged Company and/or the Resulting Company with reference to which the eligibility of the shareholders of the Demerged Company shall be determined to issue shares in the Resulting Company on de-merger in terms of this Scheme.

1.10 “Registrar of Companies” means concerned Registrar of Companies, Ministry of Corporate Affairs having jurisdiction under the Companies Act, 2013, and other applicable provisions, if any, on the respective Companies.

1.11 “Remaining Business of the Demerged Company” means all assets and liabilities including immovable property, undertakings, businesses, activities and operations of the Demerged Company, other than the De- merged Business.

1.12 “Resulting Company” means Lalkuan Stone Crushers India Pvt Ltd being a company incorporated under the provisions of the Companies Act, 1956, and having its registered office at Kumar Oxygen Compound, Ram- pur Road, Rudrapur-263 153, Uttarakhand; e-mail id: [email protected].

The Resulting Company-Lalkuan Stone Crushers India Pvt Ltd [Corporate Identification No. (CIN): U 14200 UR 2012 PTC 000511; Income Tax Permanent Account No. (PAN): AAC CL 4185 G] (hereinafter referred to as “the Resulting Company/the Company”) was originally incorporated under the provisions of the Companies Act, 1956 as a private limited company vide Certificate of Incorporation dated 14th December, 2012 issued by the Registrar of Companies, Uttarakhand.

(10) 1.13 “Scheme” means the present Scheme of Arrangement framed under the provisions of sections 230, 232 & 66 of the Companies Act, 2013, the Income Tax Act, 1961, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions, if any, where under (a) Investment Business of LSC Infratech Ltd is proposed to be de-merged into Lalkuan Stone Crushers India Pvt Ltd; (b) respective issued, subscribed and paid up Share Capital of LSC Infratech Ltd and Lalkuan Stone Crushers India Pvt Ltd is proposed to be reorganised, in the present form or with any modification(s) approved or imposed or directed by Members/Creditors of these Companies and/or by any competent authority and/or by the Hon’ble National Company Law Tribunal or as may otherwise be deemed fit by these Companies.

DE-MERGER OF INVESTMENT BUSINESS OF LSC INFRATECH LTD INTO LALKUAN STONE CRUSHERS INDIA PVT LTD

1.1 With effect from the commencement of business hour on 1st October, 2019, i.e., the Appointed Date, subject to the provisions of the Scheme in relation to the modalities of transfer and vesting, the Demerged Business of the Demerged Company, as defined in Clause 1.4 shall stand transferred to and vested in or deemed to be transferred to and vested in the Resulting Company, as a going concern, in the following manner;

1.1.1 The whole of the undertaking and properties of the Demerged Business of the Demerged Company shall, without any further act or deed, stand transferred to and vested in or be deemed to be transferred to and vested in the Resulting Company, pursuant to the provisions contained in sections 230 and 232 of the Companies Act, 2013, and all other applicable provisions, if any, and so as to vest in the Resulting Com- pany, for all rights, title and interest pertaining to the Demerged Business of the Demerged Company.

1.1.2 All debts, liabilities, contingent liabilities, duties and obligations of every kind nature and description of the Demerged Company relating to the Demerged Business shall also, under the provisions of Sections 230 and 232 and all other applicable provisions, if any, of the Act, and without any further act or deed, be transferred to or be deemed to be transferred to the Resulting Company, so as to become the debts, liabilities, contingent liabilities, duties and obligations of the Resulting Company, and it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, contingent liabilities, duties and obligations have arisen in order to give effect to the provisions of this sub-clause.

1.1.3 All licenses, permissions, approval, consents or NOCs given by various government and other competent authorities to the Demerged Company in relation to the Demerged Business or otherwise held by the Demerged Company to implement/carry on the Demerged Business shall stand vested in or transferred to the Resulting Company, without any further act or deed, and shall be appropriately mutated by the authorities concerned therewith in favour of the Resulting Company. The benefit of all statutory and regulatory permissions, registration or other licenses, and consents shall vest in and become available to the Resulting Company, pursuant to the Scheme.

1.1.4 The transfer and vesting of the Demerged Business, as aforesaid, shall be subject to the existing securities, charges, mortgages and other encumbrances if any, subsisting over or in respect of the property and assets or any part thereof pertaining to the Demerged Business to the extent such securities, charges, mortgages, encumbrances are created to secure the liabilities forming part of Demerged Business.

1.1.5 Without prejudice to the generality of the provisions contained in aforesaid clauses, upon the Scheme becoming effective, the Demerged Company and the Resulting Company will file requisite form(s) with the Registrar of Companies for creation, modification and/or satisfaction of charge(s), to the extent required, to give effect to the provisions of this Scheme.

1.1.6 For the avoidance of doubt and without prejudice to the generality of the foregoing, it is clarified that in accordance with the provisions of relevant laws, consents, permissions, licenses, registrations, certificates, authorities, powers of attorneys given by, issued to or executed in favour of Demerged Business

(11) and the rights and benefits under the same and all other interests of the Demerged Business, be without any further act or deed, be transferred to and vested in the Resulting Company.

1.1.7 Upon the Scheme coming into effect, all taxes/ cess/ duties, direct and/ or indirect, payable by or on behalf of the Demerged Business of the Demerged Company from the Appointed Date onwards, including all advance tax payments, tax deducted at source, any refunds or claims (including refunds or claims pending with the Revenue Authorities), shall, for all purposes, be treated as the tax/ cess/ duty, liability, advance tax payment, tax deducted at source, refund or claim, as the case may be, of the Resulting Company. The Resulting Company is expressly permitted to claim refunds/ credits in respect of any transaction between the Demerged Business of the Demerged Company and the Resulting Company, if any, in accordance with the provisions of applicable law.

1.1.8 Upon the Scheme becoming effective, all un-availed credits and exemptions, statutory benefits, including in respect of Income Tax (including MAT credit), CENVAT, Customs, VAT, Sales Tax, Service Tax, Goods and Services Tax, etc., relating to Demerged Business to which the Demerged Company is entitled to, shall be available to and vest in the Resulting Company, without any further act or deed.

1.1.9 Upon this Scheme becoming effective, the Demerged Company and the Resulting Company are permitted to revise and file their respective income tax returns, TDS returns, including tax deducted at source certificates, sales tax/ value added tax returns, service tax returns, GST returns and other tax returns for the period commencing on and from the Appointed Date, and to claim refunds/ credits, pursuant to the provisions of this Scheme.

1.1.10 Without prejudice to the generality of the above, all benefits, incentives, claims, losses, credits (including, without limitation income tax, service tax, excise duty, applicable state value added tax etc.) to which De- merged Business of the Demerged Company is entitled to, in terms of applicable laws, shall be available to and vest in the Resulting Company from the Appointed Date.

1.2 Issue of Shares by the Resulting Company

1.2.1 Upon the Scheme finally coming into effect and in consideration of de-merger and vesting of the De- merged Business of the Demerged Company into the Resulting Company, in terms of this Scheme, the Resulting Company, shall, without any further application or deed, issue and allot Share(s), to the Share- holders of the Demerged Company whose names appear in the Register of Members as on the Record Date-2, in the following ratio:

a. The Resulting Company will issue 1 (one) Equity Share of `10 each, credited as fully paid up, for every 10 (ten) Equity Shares of `100 each held in the Demerged Company-LSC Infratech Ltd.

1.2.2 In terms of the provisions of Part 3 of the Scheme, some of the Equity Shareholders of the Demerged Company will receive equal number of (9% non-cumulative) Compulsorily Redeemable Preference Shares (CRPS) against cancellation of such Equity Shares. The Resulting Company will issue 1 (one) (9% non-cumulative) Compulsorily Redeemable Preference Share of `10 each, credited as fully paid-up, for every 1000 (one thousand) (9% non-cumulative) Compulsorily Redeemable Preference Shares of `100 each (CRPS) held in the Demerged Company-LSC Infratech Ltd.

1.2.3 Any fraction arising out of the aforesaid process, as mentioned in clause 2.2.1 and 2.2.2 above, if any, will be rounded off to the next whole number.

(12) 1.1 Reorganisation of Share Capital of LSC Infratech Ltd

1.1.1 The Demerged Company has some strategic/non-promoter shareholders. Since the Demerged Compa- ny is an un-listed company, there is no mechanism/platform available to these Shareholders to sell/dispose-off these shares, if they so wish. In order to provide an exit opportunity to all the strategic/non-promoter shareholders, it is proposed to re-organise the share capital of the Demerged Company, by cancelling the Equity Shares held by all the strategic/non-promoter shareholders; and to issue equivalent number of 9% non-cumulative Compulsorily Redeemable Preference Shares in place of the cancelled Equity Shares.

1.1.2 Accordingly, 61,245 Equity Shares of `100 each bearing distinctive number 34,68,53,240 to 34,69,14,684 (both numbers inclusive) issued by the Demerged Company which are held by the strategic/non-promoter shareholders will, without any further act or application, be cancelled and equal number of 9% non-cumulative Compulsorily Redeemable Preference Shares of `100 each, credited as fully paid-up, will be issued by the Demerged Company to all the strategic/non-promoter shareholders.

1.1.3 9% non-cumulative Compulsorily Redeemable Preference Shares to be issued in terms of the above, will be redeemed in terms of the provisions of the Companies Act, 2013, at par within a maximum period of 20 years from the date of issue of such Redeemable Preference Shares with a call option available to the Issuer Company for early redemption.

1.2 Reorganisation of Share Capital of Lalkuan Stone Crushers India Pvt Ltd

1.2.1 In terms of the provisions of the Scheme of Arrangement, the Resulting Company will issue Equity Shares to the Equity Shareholders of the Demerged Company. It is proposed that upon the Scheme becoming effective, the Resulting Company will have 100% mirror Equity Shareholding as that of the Demerged Company. In other words, post de-merger; all the Equity Shareholders of the Demerged Company will hold same percentage of Equity Shares in the Resulting Company as they are holding in the Demerged Com- pany as on the Record Date-2. Hence, upon the Scheme becoming effective, entire pre-Scheme issued and paid up share capital of the Resulting Company will be cancelled and equivalent (9% non-cumulative) Compulsorily Redeemable Preference Shares will be created in place of such cancelled equity share capital.

1.2.2 Accordingly, the Resulting Company will issue 1 (one) (9% non-cumulative) Compulsorily Redeemable Preference Shares of `10 each, credited as fully paid-up, for every 1 (one) Equity Share of `10 each held in the Resulting Company. Consequently, entire pre-Scheme issued and paid-up Equity Share Capital of the Resulting Company consisting of 10,000 Equity Shares of `10 each bearing distinctive number 1 to 10,000 (both numbers inclusive) will be cancelled.

1.2.3 9% non-cumulative Compulsorily Redeemable Preference Shares to be issued in terms of the above, shall be redeemed in terms of the provisions of the Companies Act, 2013, at par within a maximum period of 20 years from the date of issue of such Redeemable Preference Shares with a call option available to the Issuer Company for early redemption.

1.3 Relevant Equity Share Certificates issued by the Demerged Company and the Resulting Company, respectively, with respect to the aforesaid Equity Shares shall automatically stand cancelled. New Preference Shares will be issued without surrender of the original Equity Share Certificates, to give effect to aforesaid re-organisation and other provisions of this Scheme.

1.4 It is clarified that the aforesaid re-organization of Share Capital would not involve either the diminution of any liability in respect of un-paid share capital or payment to any shareholder of any paid-up share capital. None of the Companies is proposing any buy-back of shares from its shareholders.

1.5 It is further clarified that no creditor of the Demerged Company and the Resulting Company will be adversely affected by the proposed re-organisation of share capital. Compulsorily Redeemable Preference Shares to be

(13) issued in terms of this Scheme, shall be redeemed in accordance with the provisions of the Companies Act, 2013, relating to the redemption of preference shares. Hence, such redemption of Preference Shares will not be deemed to be a reduction of capital of these Companies. 1.7 OPERATIVE DATE OF THE SCHEME

a. This Scheme shall be effective from the last of the dates on which certified copies of order of the Tribunal under Sections 230 and 232 of the Companies Act, 2013, and other applicable provisions, if any, are filed in the office(s) of the concerned Registrar of Companies. Such date is called as the Effective Date.

b. Though this Scheme shall become effective from the Effective Date, the provisions of this Scheme, shall be applicable and come into operation from the Appointed Date.

The aforesaid are the salient features/selected extracts of the Scheme of Arrangement. Please read the entire text of the Scheme of Arrangement to get acquainted with the complete provisions of the Scheme.

9. The proposed Scheme of Arrangement is for the benefit of both the Companies, their Shareholders and other stakeholders. It is fair and reasonable and is not detrimental to the interest of the public. It is not prejudicial to any person.

10. valuation exercise has been carried out to determine the share swap ratio for the proposed Scheme of Arrange- ment. Mr Sandeep Kumar Agrawal, a Chartered Accountant and the Registered Valuer in respect of Securities or Financial Assets, registered with the Insolvency and Bankruptcy Board of India (IBBI), has prepared the Report on Valuation of Shares and Share Exchange Ratio.

The Report on Valuation of Shares & Share Exchange Ratio of Mr Sandeep Kumar Agrawal, Chartered Accoun- tant and the IBBI Registered Valuer in respect of Securities or Financial Assets, has been unanimously accepted by the respective Board of Directors of the Demerged Company and the Resulting Company. The Board of Directors of the Demerged Company and the Resulting Company, based on the Report on Valuation of Shares & Share Exchange Ratio and on the basis of their independent evaluation and judgment, concluded that the proposed exchange ratio is fair and reasonable to the Shareholders and other stakeholders of both the Companies.

A copy of the Report on Valuation of Shares & Share Exchange Ratio of Mr Sandeep Kumar Agrawal, Chartered Accountant and the IBBI Registered Valuer in respect of Securities or Financial Assets, giving basis of valuation, valuation methodology and calculations, etc., is enclosed herewith.

11. The proposed Scheme of Arrangement has been unanimously approved by the respective Board of Directors of the Demerged Company and the Resulting Company in the Board meetings held on 9th August, 2019. None of the Directors voted against or abstained from voting on the resolution for approving the Scheme of Arrangement in the aforesaid meetings.

Further, the notices of the aforesaid meetings scheduled to be convened and held under the supervisions of the Hon’ble National Company Law Tribunal, the Explanatory Statement and other papers of these meetings have also been approved unanimously, by the respective Board of Directors of the Demerged Company and the Re- sulting Company in their respective meetings held on 23rd August, 2019. None of the Directors voted against or abstained from voting on the resolution for approving the notices and other papers of these meetings.

12. The present Scheme of Arrangement, if approved in the aforesaid meetings, will be subject to the subsequent approval of the Hon’ble National Company Law Tribunal, Allahabad Bench, Allahabad. No specific approval is required to be obtained from any other government authority to the present Scheme of Arrangement.

No proceedings for inspection, inquiry or investigation under the provisions of the Companies Act, 2013, or under the provisions of the Companies Act, 1956, are pending against the Demerged Company or the Resulting Company.

(14) 13. Effect of the Scheme on the Promoters, Directors, Shareholders, etc.:

a. Promoters and/or Directors of the Demerged Company and the Resulting Company are deemed to be interested in the proposed Scheme of Arrangement to the extent of their shareholding in, loan given to and remuneration drawn from, as the case may be, the respective Companies. Similarly, Key Managerial Personnel (KMP) of the Demerged Company and the Resulting Company may also be deemed to be interested in the proposed Scheme to the extent of their shareholding in, loan given to and remuneration drawn from, as the case may be, the respective Companies.

b. The proposed Scheme of Arrangement would not have any effect on the material interest of the Promoters, Directors and Key Managerial Personnel of the Demerged Company and the Resulting Company different from that of the interest of other shareholders, creditors and employees of these Companies.

c. The proposed Scheme of Arrangement does not envisage any corporate debt restructuring. There is no proposal to restructure or vary the debt obligation of the Demerged Company or the Resulting Company towards their respective creditors. The proposed Scheme of Arrangement will not adversely affect the rights of any of the creditors of the Demerged Company or the Resulting Company in any manner whatsoever.

d. The proposed Scheme of Arrangement will not have any adverse effect on the secured creditors, un-secured creditors, employees and other stakeholders, if any, of the Demerged Company or of the Resulting Company.

14. A copy of the Scheme of Arrangement is being filed with the concerned Registrar of Companies.

15. Copies of the Audited Financial Statements of the Demerged Company and the Resulting Company for the year ended 31st March, 2019, along with the Auditors’ Reports thereon, are enclosed herewith.

16. Total amount due to Un-secured Creditors, as on 31st March, 2019, on the basis of the Audited Financial State- ments for the year ended 31st March, 2019, is given below: (As on 31.3.2019) Sl. Name of the Company Amount No. ` LSC Infratech Ltd 52,54,73,913 Lalkuan Stone Crushers India Pvt Ltd 77,900

17. The following documents will be available for inspection or for obtaining extracts from or for making or obtaining copies of, by the members and creditors at the registered office of the Demerged Company and the Resulting Company on any working day from the date of this notice till the date of meeting between 11.00 A.M. to 4.00 P.M.:

a. The Memorandum and Articles of Association of the Demerged Company and the Resulting Company.

b. The Audited Financial Statements of the Demerged Company and the Resulting Company for the last 3 years ended 31st March, 2017, 31st March, 2018 and 31st March, 2019.

c. Register of Particulars of Directors and KMP and their Shareholding, of the Demerged Company and the Resulting Company.

d. Copy of Order dated 23rd August, 2019, passed by the Hon’ble National Company Law Tribunal, Allahabad Bench, Allahabad, in the joint Company Application No. CA (CAA) 315/ALD of 2019 filed by the Demerged Company and the Resulting Company, in pursuance of which the aforesaid meetings are scheduled to be convened and other meetings have been dispensed with.

e. Paper Books and proceedings of the joint Company Application No. CA (CAA) 315/ALD of 2019.

(15) f. Copy of the Certificate issued by the Statutory Auditors of the Demerged Company and the Resulting Com- pany to the effect that the accounting treatment proposed in the Scheme of Arrangement is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013.

g. Copy of the proposed Scheme of Arrangement.

18. A copy of the Scheme of Arrangement, Explanatory Statement, Form of Proxy, Attendance Slip and other annexures may be obtained free of charge on any working day (except Saturday) prior to the date of meeting, from the registered office of the Demerged Company and the Resulting Company; or from the office of their Legal Coun- sel-Mr Rajeev K Goel, Advocate, M/s Rajeev Goel & Associates, Advocates and Solicitors, 785, Pocket-E, Mayur Vihar-II, Delhi Meerut Expressway/ NH-24, Delhi-110 091, India, Mobile: 093124 09354, e-mail: rajeev391@ gmail.com; Website: www.rgalegal.in. The aforesaid documents are also placed on the web-site of the Demerged Company: www.lscinfratech.com.

19. Please note that Shareholders, Secured Creditors and Un-secured Creditors of the Demerged Company may attend and vote in the respective meetings either in person or by proxies. Proxies need not be a member/creditor of the the Demerged Company.

Dated this 23rd August, 2019

For and on behalf of the Board of Directors For and on behalf of the Board of Directors For LSC Infratech Ltd For Lalkuan Stone Crushers India Pvt Ltd

Sd/- Sd/- Shiv Kumar Agarwal Abhishek Agarwal Managing Director Director DIN: 00657046 DIN: 01319670

(16) SCHEME OF ARRANGEMENT

LSC INFRATECH LTD

AND

LALKUAN STONE CRUSHERS INDIA PVT LTD

AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS UNDER SECTIONS 230, 232 & 66 OF THE COMPANIES ACT, 2013, AND OTHER APPLICABLE PROVISIONS, IF ANY

A. The present Scheme of Arrangement is presented under sections 230, 232 read with section 66 of the Companies Act, 2013, and other relevant provisions, if any, for the following matters:

i. De-merger of the Investment Business of LSC Infratech Ltd into Lalkuan Stone Crushers India Pvt Ltd on a going concern basis; and

ii. Re-organisation of Share Capital of LSC Infratech Ltd and Lalkuan Stone Crushers India Pvt Ltd.

B. Parts of the Scheme:

This Scheme provides for matters connected with the aforesaid De-merger, Re-organisation of Capital and other connected matters. Accordingly, this Scheme is divided into the following parts:

i. Part-1 which deals with the Definitions and Share Capital;

ii. Part-2 which deals with the De-merger of the Investment Business of LSC Infratech Ltd into Lalkuan Stone Crushers India Pvt Ltd, on a going concern basis;

iii. Part-3 which deals with the Re-organisation of Share Capital of LSC Infratech Ltd and Lalkuan Stone Crushers India Pvt Ltd;

iv. Part-4 which deals with the Accounting Treatment for the present Scheme of Arrangement and other connected matters;

v. Part-5 which deals with the General Clauses; and

vi. Part-6 which deals with Other Terms and Conditions.

(17) PART 1

DEFINITIONS AND SHARE CAPITAL

A. DEFINITIONS In this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall have the meaning as under:

1.1 “Act” means the Companies Act, 2013 (18 of 2013), the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the National Company Law Tribunal Rules, 2016, and any other Rules made there under, as the case may be applicable; and the Companies Act, 1956 (1 of 1956), to the extent applicable, if any.

1.2 “Appointed Date” means commencement of business hour on 1st October, 2019, or such other date as the Hon’ble National Company Law Tribunal or any other competent authority may approve.

1.3 “Board of Directors” in relation to the Demerged Company and the Resulting Company, as the case may be, shall, unless it is repugnant to the context or otherwise, include a Committee of Directors or any person authorised by the Board of Directors or such Committee of Directors.

1.4.2 All present and future liabilities (including contingent liabilities) arising out of the activities or operations of the Investment Business of the Demerged Company, including loans, debts, current liabilities and provisions, duties and obligations relatable to such Investment Business.

1.4.3 Without prejudice to the generality of the above, Demerged Business shall include in particular.

a. All properties and assets of the Demerged Business wherever situated;

c. All records, files, papers, computer programs, manuals, data and other records, whether in physical form or electronic form in connection with or relating to the Demerged Business;

d. All duties and obligations, which are relatable to the Demerged Business;

e. All advance money, earnest moneys and/or security deposits, bank guarantee, if any, paid or received by the Demerged Company in connection with or relating to the Demerged Business;

1.4.4 For the purpose of this Scheme, it is clarified that liabilities pertaining to the Demerged Business include:

a. The liabilities, which arise out of the activities or operations of the Demerged Business;

(18) b. Specific loans and borrowings raised, incurred and utilized solely for the respective activities or operation of the Demerged Business;

1.4.5 All employees of the Demerged Company employed in the Demerged Business, as identified by the Board of Directors of the Demerged Company, as on the Effective Date;

Performa Balance Sheet of the Investment Business of the Demerged Company (Demerged Business) is set out in Schedule-1.

1.5 “Demerged Company” means LSC Infratech Ltd being a company incorporated under the provisions of the Companies Act, 1956, and having its registered office at Kumar Oxygen Compound, Rampur Road, Rudrapur-263 153, Uttarakhand; e-mail id: [email protected]; Web-site: www.lscinfratech.com.

The Demerged Company-LSC Infratech Ltd [Corporate Identification No. (CIN): U 26944 UR 1988 PLC 009533; Income Tax Permanent Account No. (PAN): AAA CL 3025 F] (hereinafter referred to as “the Demerged Company/the Company”) was originally incorporated under the provisions of the Companies Act, 1956, as a private limited company with the name and style as ‘Lalkuan Stone Crushers Pvt Ltd’ vide Certificate of Incorporation dated 13th April, 1988, issued by the Registrar of Companies, Uttar Pradesh, Kanpur. The Company was converted into a public limited company and name of the Company was changed to ‘Lalkuan Stone Crushers Ltd’ vide Fresh Certificate of Incorporation dated 22nd February, 2002, issued by the Registrar of Companies, Uttar Pradesh & Uttaranchal, Kanpur. Further, name of the company was changed to its present name ‘LSC Infratech Ltd’ vide Fresh Certificate of Incorporation dated 22nd October, 2012, issued by the Registrar of Companies, Uttarakhand.

1.8 “Record Date-1” means the date to be fixed by the Board of Directors of the Demerged Company and the Resulting Company with reference to which the status of the shareholders of these Companies (the Demerged Company and the Resulting Company) shall be determined to give effect to the Re-organisation of Share Capital of the Demerged Company and the Resulting Company in terms of this Scheme.

1.9 “Record Date-2” means the date to be fixed by the Board of Directors of the Demerged Company and/ or the Resulting Company with reference to which the eligibility of the shareholders of the Demerged Company shall be determined to issue shares in the Resulting Company on de-merger in terms of this Scheme.

1.10 “Registrar of Companies” means concerned Registrar of Companies, Ministry of Corporate Affairs having jurisdiction under the Companies Act, 2013, and other applicable provisions, if any, on the respective Companies.

1.12 “Resulting Company” means Lalkuan Stone Crushers India Pvt Ltd being a company incorporated under the provisions of the Companies Act, 1956, and having its registered office at Kumar Oxygen

(19) Compound, Rampur Road, Rudrapur-263 153, Uttarakhand; e-mail id: [email protected].

1.13 “Scheme” means the present Scheme of Arrangement framed under the provisions of sections 230, 232 & 66 of the Companies Act, 2013, the Income Tax Act, 1961, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions, if any, where under (a) Investment Business of LSC Infratech Ltd is proposed to be de-merged into Lalkuan Stone Crushers India Pvt Ltd; (b) respective issued, subscribed and paid up Share Capital of LSC Infratech Ltd and Lalkuan Stone Crushers India Pvt Ltd is proposed to be reorganised, in the present form or with any modification(s) approved or imposed or directed by Members/Creditors of these Companies and/or by any competent authority and/or by the Hon’ble National Company Law Tribunal or as may otherwise be deemed fit by these Companies.

B. SHARE CAPITAL

i. The present Authorised Share Capital of the Demerged Company is `40,00,00,000 divided into 37,50,000 Equity Shares of `100 each aggregating to `37,50,00,000; and 2,50,000 Preference Shares of `100 each aggregating to `2,50,00,000. The Present Issued, Subscribed and Paid-up Capital of the Company is `16,32,62,500 divided into 14,94,498 Equity Shares of `100 each aggregating to `14,94,49,800; 1,35,810 9% non-cumulative Compulsorily Redeemable Preference Shares (‘Series-A’) of `100 each aggregating to `1,35,81,000; and 2,317 9% non-cumulative Compulsorily Redeemable Preference Shares (‘Series-B’) of `100 each aggregating to `2,31,700.

ii. The present Authorised Share Capital of the Resulting Company is `1,00,000 divided into 10,000 Equity Shares of `10 each. The Present Issued, Subscribed and Paid-up Capital of the Company is `1,00,000 divided into 10,000 Equity Shares of `10 each.

iii. Both the Demerged Company and the Resulting Company are closely held un-listed Group Companies under common shareholding, management and control.

C. Detailed Rationale of the Scheme: The circumstances which justify and/or necessitate the present Scheme of Arrangement of LSC Infratech Ltd and Lalkuan Stone Crushers India Pvt Ltd are, inter alia, as follows:

i. Both the Demerged Company and the Resulting Company are closely held Group Companies under common shareholding, management and control.

ii. The Demerged Company-LSC Infratech Ltd is engaged in the business of sand and gravel mining, stone crushing; manufacturing of stone grit, limestone and other related activities. In addition to these core business activities, the Demerged Company has also made investments in securities (including investment in other Group Companies). Thus, the Demerged Company has two distinct business segments of sand and gravel mining, stone crushing and manufacturing of stone grit, etc.; and investment business.

iii. The Demerged Company is planning to expand its core business as well to diversify into other infrastructure related activities. Investment Business has substantially different character than the core business of the Company.

iv. Given the distinct nature of Investment Business from the other business activities, it is proposed to hive-off the entire Investment Business from the Demerged Company into a separate company.

(20) vi. The proposed de-merger will enable the Demerged Company to focus on its core business segment. It will enable the Demerged Company and the Resulting Company to raise necessary funds, invite strategic investors and other stakeholders for their respective businesses. vii. The present Scheme of Arrangement will impart better management focus, will facilitate administrative convenience and will ensure optimum utilization of various resources by these Companies. viii. The proposed de-merger will provide scope for independent expansion of various businesses. It will strengthen, consolidate and stabilize the business of these Companies and will facilitate further expansion and growth of their business. ix. The Demerged Company has some strategic/non-promoter shareholders. Since the Demerged Company is an un-listed company, there is no mechanism/platform available to these Shareholders to sell/dispose- off these shares, if they so wish. In order to provide an exit opportunity to all the strategic/non-promoter shareholders, it is proposed to re-organise the share capital of the Demerged Company, by cancelling 61,245 Equity Shares of `100 each bearing distinctive number 34,68,53,240 to 34,69,14,684 (both numbers inclusive) held by the strategic/non-promoter shareholders; and to issue equivalent number of 9% non- cumulative Compulsorily Redeemable Preference Shares in place of the such cancelled Equity Shares. The proposed re-organisation of share capital will provide a permanent liquidity option for illiquid shares of the Demerged Company. x. Further, in terms of the provisions of the present Scheme of Arrangement, the Resulting Company will issue Equity Shares to the Equity Shareholders of the Demerged Company. It is proposed that upon the Scheme becoming effective, the Resulting Company will have 100% mirror Equity Shareholding as that of the Demerged Company. In other words, post de-merger; all the Equity Shareholders of the Demerged Company will hold same percentage of Equity Shares in the Resulting Company as they are holding in the Demerged Company as on the record date. Hence, upon the Scheme becoming effective, entire pre- Scheme issued and paid up Equity Share Capital of the Resulting Company consisting of 10,000 Equity Shares of ` 10 each will be cancelled and equivalent (9% non-cumulative) Compulsorily Redeemable Preference Shares will be created in place of such cancelled Equity Share Capital. xi. It is clarified that the aforesaid re-organisation of Share Capital would not involve either the diminution of any liability in respect of un-paid share capital or payment to any shareholder of any paid-up share capital. None of the Companies is proposing any buy-back of shares from its shareholders. xii. It is further clarified that no creditor of the Demerged Company and the Resulting Company will be adversely affected by the proposed re-organisation of share capital. Compulsorily Redeemable Preference Shares to be issued in terms of this Scheme, shall be redeemed in accordance with the provisions of the Companies Act, 2013, relating to the redemption of preference shares. Hence, such redemption of Preference Shares will not be deemed to be a reduction of capital of these Companies. xiii. The proposed Scheme would enhance the shareholders’ value of the Demerged Company and the Resulting Company. xiv. The said Scheme of Arrangement will have beneficial impact on Demerged Company and the Resulting Company, their shareholders, employees and other stakeholders and all concerned. xv. The Scheme of Arrangement is proposed for the aforesaid reasons. The Board of Directors and Management of the Demerged Company and the Resulting Company is of the opinion that the proposed Scheme of Arrangement is in the best interest of these Companies and their stakeholders.

(21) PART 2

DE-MERGER OF INVESTMENT BUSINESS OF LSC INFRATECH LTD INTO LALKUAN STONE CRUSHERS INDIA PVT LTD

2.1 With effect from the commencement of business hour on 1st October, 2019, i.e., the Appointed Date, subject to the provisions of the Scheme in relation to the modalities of transfer and vesting, the Demerged Business of the Demerged Company, as defined in Clause 1.4 shall stand transferred to and vested in or deemed to be transferred to and vested in the Resulting Company, as a going concern, in the following manner;

2.1.1 The whole of the undertaking and properties of the Demerged Business of the Demerged Company shall, without any further act or deed, stand transferred to and vested in or be deemed to be transferred to and vested in the Resulting Company, pursuant to the provisions contained in sections 230 and 232 of the Companies Act, 2013, and all other applicable provisions, if any, and so as to vest in the Resulting Company, for all rights, title and interest pertaining to the Demerged Business of the Demerged Company.

2.1.2 All debts, liabilities, contingent liabilities, duties and obligations of every kind nature and description of the Demerged Company relating to the Demerged Business shall also, under the provisions of Sections 230 and 232 and all other applicable provisions, if any, of the Act, and without any further act or deed, be transferred to or be deemed to be transferred to the Resulting Company, so as to become the debts, liabilities, contingent liabilities, duties and obligations of the Resulting Company, and it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, contingent liabilities, duties and obligations have arisen in order to give effect to the provisions of this sub-clause.

2.1.3 All licenses, permissions, approval, consents or NOCs given by various government and other competent authorities to the Demerged Company in relation to the Demerged Business or otherwise held by the Demerged Company to implement/carry on the Demerged Business shall stand vested in or transferred to the Resulting Company, without any further act or deed, and shall be appropriately mutated by the authorities concerned therewith in favour of the Resulting Company. The benefit of all statutory and regulatory permissions, registration or other licenses, and consents shall vest in and become available to the Resulting Company, pursuant to the Scheme.

2.1.4 The transfer and vesting of the Demerged Business, as aforesaid, shall be subject to the existing securities, charges, mortgages and other encumbrances if any, subsisting over or in respect of the property and assets or any part thereof pertaining to the Demerged Business to the extent such securities, charges, mortgages, encumbrances are created to secure the liabilities forming part of Demerged Business.

2.1.5 Without prejudice to the generality of the provisions contained in aforesaid clauses, upon the Scheme becoming effective, the Demerged Company and the Resulting Company will file requisite form(s) with the Registrar of Companies for creation, modification and/or satisfaction of charge(s), to the extent required, to give effect to the provisions of this Scheme.

2.1.6 For the avoidance of doubt and without prejudice to the generality of the foregoing, it is clarified that in accordance with the provisions of relevant laws, consents, permissions, licenses, registrations, certificates, authorities, powers of attorneys given by, issued to or executed in favour of Demerged Business and the rights and benefits under the same and all other interests of the Demerged Business, be without any further act or deed, be transferred to and vested in the Resulting Company.

2.1.7 Upon the Scheme coming into effect, all taxes/ cess/ duties, direct and/ or indirect, payable by or on behalf of the Demerged Business of the Demerged Company from the Appointed Date onwards, including all advance tax payments, tax deducted at source, any refunds or claims (including refunds or claims pending with the Revenue Authorities), shall, for all purposes, be treated as the tax/ cess/ duty, liability, advance tax payment, tax deducted at source, refund or claim, as the case may be, of the Resulting Company. The Resulting Company is expressly permitted to claim refunds/ credits in respect of any transaction between the Demerged Business of the Demerged Company and the Resulting Company, if any, in accordance with the provisions of applicable law.

(22) 2.1.8 Upon the Scheme becoming effective, all un-availed credits and exemptions, statutory benefits, including in respect of Income Tax (including MAT credit), CENVAT, Customs, VAT, Sales Tax, Service Tax, Goods and Services Tax, etc., relating to Demerged Business to which the Demerged Company is entitled to, shall be available to and vest in the Resulting Company, without any further act or deed.

2.1.9 Upon this Scheme becoming effective, the Demerged Company and the Resulting Company are permitted to revise and file their respective income tax returns, TDS returns, including tax deducted at source certificates, sales tax/ value added tax returns, service tax returns, GST returns and other tax returns for the period commencing on and from the Appointed Date, and to claim refunds/ credits, pursuant to the provisions of this Scheme.

2.1.10 Without prejudice to the generality of the above, all benefits, incentives, claims, losses, credits (including, without limitation income tax, service tax, excise duty, applicable state value added tax etc.) to which Demerged Business of the Demerged Company is entitled to, in terms of applicable laws, shall be available to and vest in the Resulting Company from the Appointed Date.

2.2 Issue of Shares by the Resulting Company 2.2.1 Upon the Scheme finally coming into effect and in consideration of de-merger and vesting of the Demerged Business of the Demerged Company into the Resulting Company, in terms of this Scheme, the Resulting Company, shall, without any further application or deed, issue and allot Share(s), to the Shareholders of the Demerged Company whose names appear in the Register of Members as on the Record Date-2, in the following ratio:

a. The Resulting Company will issue 1 (one) Equity Share of `10 each, credited as fully paid up, for every 10 (ten) Equity Shares of `100 each held in the Demerged Company-LSC Infratech Ltd.

b. The Resulting Company will issue 1 (one) (9% non-cumulative) Compulsorily Redeemable Preference Share of `10 each, credited as fully paid-up, for every 1000 (one thousand) (9% non- cumulative) Compulsorily Redeemable Preference Shares of `100 each [‘Series-A’ and ‘Series-B’] (CRPS) held in the Demerged Company-LSC Infratech Ltd.

2.2.2 In terms of the provisions of Part 3 of the Scheme, some of the Equity Shareholders of the Demerged Company will receive equal number of (9% non-cumulative) Compulsorily Redeemable Preference Shares (CRPS) against cancellation of such Equity Shares. The Resulting Company will issue 1 (one) (9% non- cumulative) Compulsorily Redeemable Preference Share of `10 each, credited as fully paid-up, for every 1000 (one thousand) (9% non-cumulative) Compulsorily Redeemable Preference Shares of `100 each (CRPS) held in the Demerged Company-LSC Infratech Ltd.

2.2.3 Any fraction arising out of the aforesaid process, as mentioned in clause 2.2.1 and 2.2.2 above, if any, will be rounded off to the next whole number.

2.2.4 New Equity Shares to be issued by the Resulting Company in terms of clause 2.2.1 above will be subject to the provisions of the Memorandum and Articles of Association of the Resulting Company. The new Equity Shares to be issued by the Resulting Company shall rank pari passu in all respects, including dividend, with the existing Equity Shares of the Resulting Company, if any.

2.2.5 9% non-cumulative Compulsorily Redeemable Preference Shares (CRPS) to be issued in terms of clause 2.2.1 and 2.2.2 above, will be subject to the provisions of the Memorandum and Articles of Association of the Resulting Company. The CRPS will be redeemed in terms of the provisions of the Companies Act, 2013, at par within a maximum period of 20 years from the date of issue of such Redeemable Preference Shares with a call option available to the Issuer Company for early redemption.

2.2.6 The issue and allotment of Equity Shares and Preference Shares by the Resulting Company to the shareholders of the Demerged Company, as provided in this Scheme, is an integral part thereof. The members of the Resulting Company, on approval of the Scheme, shall be deemed to have given their approval under sections 42 & 62 of the Companies Act, 2013, and other applicable provisions, if any, for

(23) issue of fresh Shares to the Members of the Demerged Company in terms of this Scheme.

2.2.7 It is clarified that in view of the fact that the Resulting Company will have a mirror Equity Shareholding on implementation of the Scheme, the Demerged Company may issue fresh Equity Shares and other securities during the pendency of this Scheme. The proposed share exchange ratio, as mentioned above, will be applicable on the issued, subscribed and paid up share capital of the Demerged Company as on the Record Date-2. The Resulting Company will issue Equity Shares and other securities, as the case may be, to all the Equity Shareholders and other Security holders as on the Record Date-2, by applying the principle of share exchange ratio as given in clause 2.2.1 and 2.2.2 above.

2.2.8 It is, however, clarified that provisions of this Scheme with regard to issue of shares by the Resulting Company will not apply to the share application money, if any, which may remain outstanding in the Demerged Company.

2.3 Re-organization/reduction of the paid-up share capital, reserves & surplus, etc., as the case may be, of the Demerged Company and the Resulting Company, shall be affected as an integral part of the Scheme only. Approval of this Scheme by the Shareholders and/or Creditors of the Demerged Company and the Resulting Company, as the case may be, and sanction by the Tribunal under section 230 and 232 of the Companies Act, 2013, shall be sufficient compliance with the provisions of section 66 of the Companies Act, 2013, and other applicable provisions, if any, relating to the re-organization/reduction of the paid-up capital, reserves & surplus, etc., as the case may be, of the Demerged Company and the Resulting Company, as the case may be. However, it is clarified that such re-organisation/reduction would not involve either the diminution of any liability in respect of un-paid share capital or payment to any shareholder of any paid-up share capital.

2.4 It is further clarified that no creditor of the Demerged Company and the Resulting Company will be adversely affected by the proposed re-organisation/reduction of the paid-up capital, reserves & surplus, etc., as the case may be. Compulsorily Redeemable Preference Shares to be issued in terms of this Scheme, shall be redeemed in accordance with the provisions of the Companies Act, 2013, relating to the redemption of preference shares. In terms of the provisions of the Companies Act, 2013, such redemption of Preference Shares will not be deemed to be a reduction of capital.

2.5 Save as provided in this Scheme, the Demerged Company and the Resulting Company shall increase/modify the Authorized Share Capital to implement the terms of the Scheme, to the extent necessary, by paying the requisite fee to the Registrar of Companies and other charges, if any.

(24) PART 3

RE-ORGANISATION OF SHARE CAPITAL 3.1 Reorganisation of Share Capital of LSC Infratech Ltd 3.1.1 The Demerged Company has some strategic/non-promoter shareholders. Since the Demerged Company is an un-listed company, there is no mechanism/platform available to these Shareholders to sell/dispose- off these shares, if they so wish. In order to provide an exit opportunity to all the strategic/non-promoter shareholders, it is proposed to re-organise the share capital of the Demerged Company, by cancelling the Equity Shares held by all the strategic/non-promoter shareholders; and to issue equivalent number of 9% non-cumulative Compulsorily Redeemable Preference Shares in place of the cancelled Equity Shares. 3.1.2 Accordingly, 61,245 Equity Shares of `100 each bearing distinctive number 34,68,53,240 to 34,69,14,684 (both numbers inclusive) issued by the Demerged Company which are held by the strategic/non-promoter shareholders will, without any further act or application, be cancelled and equal number of 9% non- cumulative Compulsorily Redeemable Preference Shares of `100 each, credited as fully paid-up, will be issued by the Demerged Company to all the strategic/non-promoter shareholders. 3.1.3 9% non-cumulative Compulsorily Redeemable Preference Shares to be issued in terms of the above, will be redeemed in terms of the provisions of the Companies Act, 2013, at par within a maximum period of 20 years from the date of issue of such Redeemable Preference Shares with a call option available to the Issuer Company for early redemption. 3.2 Reorganisation of Share Capital of Lalkuan Stone Crushers India Pvt Ltd 3.2.1 In terms of the provisions of the Scheme of Arrangement, the Resulting Company will issue Equity Shares to the Equity Shareholders of the Demerged Company. It is proposed that upon the Scheme becoming effective, the Resulting Company will have 100% mirror Equity Shareholding as that of the Demerged Company. In other words, post de-merger; all the Equity Shareholders of the Demerged Company will hold same percentage of Equity Shares in the Resulting Company as they are holding in the Demerged Company as on the Record Date-2. Hence, upon the Scheme becoming effective, entire pre-Scheme issued and paid up share capital of the Resulting Company will be cancelled and equivalent (9% non- cumulative) Compulsorily Redeemable Preference Shares will be created in place of such cancelled equity share capital. 3.2.2 Accordingly, the Resulting Company will issue 1 (one) (9% non-cumulative) Compulsorily Redeemable Preference Shares of `10 each, credited as fully paid-up, for every 1 (one) Equity Share of `10 each held in the Resulting Company. Consequently, entire pre-Scheme issued and paid-up Equity Share Capital of the Resulting Company consisting of 10,000 Equity Shares of `10 each bearing distinctive number 1 to 10,000 (both numbers inclusive) will be cancelled. 3.2.3 9% non-cumulative Compulsorily Redeemable Preference Shares to be issued in terms of the above, shall be redeemed in terms of the provisions of the Companies Act, 2013, at par within a maximum period of 20 years from the date of issue of such Redeemable Preference Shares with a call option available to the Issuer Company for early redemption. 3.3 Relevant Equity Share Certificates issued by the Demerged Company and the Resulting Company, respectively, with respect to the aforesaid Equity Shares shall automatically stand cancelled. New Preference Shares will be issued without surrender of the original Equity Share Certificates, to give effect to aforesaid re-organisation and other provisions of this Scheme. 3.4 It is clarified that the aforesaid re-organization of Share Capital would not involve either the diminution of any liability in respect of un-paid share capital or payment to any shareholder of any paid-up share capital. None of the Companies is proposing any buy-back of shares from its shareholders. 3.5 It is further clarified that no creditor of the Demerged Company and the Resulting Company will be adversely affected by the proposed re-organisation of share capital. Compulsorily Redeemable Preference Shares to be issued in terms of this Scheme, shall be redeemed in accordance with the provisions of the Companies Act, 2013, relating to the redemption of preference shares. Hence, such redemption of Preference Shares will not be deemed to be a reduction of capital of these Companies. (25) PART 4

ACCOUNTING TREATMENT Upon the Scheme becoming effective, De-merger of Investment Business of the Demerged Company into the Resulting Company; Re-organisation of share capital of the Demerged Company and the Resulting Company; and other matters contained in this Scheme will be accounted for in accordance with the applicable provisions of the Companies Act, 2013, Accounting Standards prescribed under section 133 of the Companies Act, 2013, and Generally Accepted Accounting Principles in India (Indian GAAP), as the case may be.

Following are the salient features of the accounting treatment to be given to the De-merger of the Investment Business of the Demerged Company into the Resulting Company:

4.1 In the books of the Demerged Company 4.1.1 All the assets and liabilities pertaining to the Demerged Business (difference between the assets and liabilities hereinafter referred to as “Net Assets”), which cease to be the assets and liabilities of the Demerged Company will be reduced from the books of accounts of the Demerged Company at the respective book values as on the Appointed Date.

4.1.2 Difference between the assets and liabilities pertaining to the Demerged Business will be adjusted against the Revaluation Reserve, Capital Reserves, Securities Premium Account and other Reserves & Surplus, in that order, in the books of the Demerged Company.

4.2 In the books of the Resulting Company 4.2.1 The Resulting Company will record the assets and liabilities (difference between the assets and liabilities hereinafter referred to as “Net Assets”) pertaining to the Demerged Business vested in it pursuant to this Scheme, at the book values as appearing in the books of the Demerged Company as on the Appointed Date. In terms of the provisions of section 2(19AA) of the Income Tax Act, 1961, any change in the value of assets consequent to their revaluation will be ignored.

4.2.2 The Resulting Company will credit to the Share Capital Account, in the books of accounts, the aggregate face value of the new Equity Shares and Preference Shares to be issued by it to the Shareholders of the Demerged Company pursuant to Clause 2.2.1 and 2.2.2 of the Scheme.

4.2.3 Any difference between the Net Assets and the aggregate face value of new Shares to be issued shall be credited to the Capital Reserve (in case of surplus) or debited to the Goodwill Account (in case of deficit), in the books of the Resulting Company.

4.3 It is, however, clarified that the Board of Directors of the Demerged Company and the Resulting Company, in consultation with the respective Statutory Auditors, may account for the present de-merger, re-organisation of share capital and other connected matters in such manner as to comply with the provisions of section 133 of the Companies Act, 2013, the applicable Accounting Standard(s), Generally Accepted Accounting Principles and other applicable provisions, if any.

(26) PART 5

GENERAL CLAUSES

5.1 CONDUCT OF BUSINESS UNTIL THE EFFECTIVE DATE 5.1.1 With effect from the Appointed Date:

a. The Demerged Company, in relation to the Demerged Business shall carry on and be deemed to have carried on the business and activities and shall possessed of their properties and assets for and in trust of the Resulting Company and all the profits/losses accruing, shall for all purposes be treated as profits/losses of the Resulting Company.

b. The Demerged Company, in relation to the Demerged Business shall not, without the prior written consent of the Board of Directors of the Resulting Company or pursuant to any pre-existing obligation, sell, transfer or otherwise alienate, charge, mortgage or encumber or otherwise deal with or dispose of any undertaking or any part thereof except in the ordinary course of its business.

5.2 STAFF, WORKMEN AND EMPLOYEES 5.2.1 On the Scheme becoming effective, all staff, workmen and employees of the Demerged Company, in relation to the Demerged Business, in service on the Effective Date, shall become and deemed to have become staff, workmen and employees of the Resulting Company on such date without any break or interruption in their service and on the basis of continuity of service, and upon terms and conditions not less favorable than those applicable to them with reference to the Demerged Company, in relation to the Demerged Business, on the Effective Date.

5.2.2 It is expressly provided that, on the Scheme becoming effective, the Provident Fund, Gratuity Fund, Superannuation Fund and any other special fund or trusts created or existing for the benefit of the staff, workmen and employees of the Demerged Company, in relation to the Demerged Business, for all purposes whatsoever in relation to the administration or operation of such fund or funds or in relation to the obligation to make contributions to the said fund or funds in accordance with the provisions thereof as per the terms provided in the respective trust deeds, if any, to the end and intent that all rights, duties, powers and obligations of the, in relation to the Demerged Business, in relation to such fund or funds shall become those of the Resulting Company. It is clarified that the services of the staff, workmen and employees of the Demerged Company, in relation to the Demerged Business, will be treated as having been continuous for the purpose of the aforesaid funds or provisions.

5.3 LEGAL PROCEEDINGS 5.3.1 All legal proceedings of whatever nature by or against the Demerged Company pending and/or arising on or after the Appointed Date, in relation to the Demerged Business, shall not abate or be discontinued or be, in any way, prejudicially affected by reason of the Scheme or by anything contained in this Scheme but the proceedings may be continued, prosecuted and enforced by or against the Resulting Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Demerged Company, in relation to the Demerged Business, as if the Scheme had not been made.

5.3.2 The Resulting Company undertakes to have all legal or other proceedings initiated by or against the Demerged Company, in relation to the Demerged Business, referred to in clause 5.3.1 above transferred into its name and to have the same continued, prosecuted and enforced by or against the Resulting Company to the exclusion of the Demerged Company, in relation to the Demerged Business.

5.3.3 The Resulting Company undertakes to indemnify and save harmless the Demerged Company, to the fullest extent lawful from and against all third party actions, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including reasonable attorney fees) relating to or arising out of, any acts or omissions of the Resulting Company (and its respective past, present and

(27) future affiliates, shareholders, partners, agents, directors, officers, employees, representatives, advisors, attorneys, successors, heirs, executors, administrators and assigns), relating to, or in pursuance of, or arising from:

a. the filing, approval and implementation of the actions contemplated in this Scheme, or

b. All legal proceedings in relation to the Demerged Business whether subsisting on the Appointed Date or arising thereafter.

5.4 CONTRACTS, DEEDS, BONDS AND OTHER INSTRUMENTS 5.4.1 Subject to the other provisions of this Scheme, all contracts, deeds, bonds, agreements and other instruments of whatsoever nature, to which the Demerged Company, in relation to the Demerged Business, is a party, subsisting or having effect on the Effective date, shall remain in full force and effect and shall stand assigned/novated in favour of the Resulting Company, may be enforced by or against the Resulting Company as fully and effectually as if, instead of the Demerged Company, in relation to the Demerged Business, the Resulting Company had been a party thereto.

5.4.2 It is expressly clarified that consent of the counterparties shall not be separately required for assignment of such contracts etc., in favour of the Resulting Company.

5.4.3 The Resulting Company shall be obligated to fulfill all the obligations and covenants of aforesaid contracts, deeds, bonds, agreements and instruments in relation to the Demerged Business and indemnify and save harmless the Demerged Company, to the fullest extent lawful from and against all third party actions, suits, claims, proceedings, costs, damages, judgments, amounts paid in settlement and expenses (including reasonable attorney fees) relating to or arising out of, any such contracts etc., whether in relation to any acts or omissions thereunder committed by the Demerged Company or the Resulting Company (and its respective past, present and future affiliates, shareholders, partners, agents, directors, officers, employees, representatives, advisors, attorneys, successors, heirs, executors, administrators and assigns), prior to the Appointed Date or thereafter.

5.4.4 In case for the purpose of entering into any contract, tenders, bid documents, expression of interest, memorandum of understanding, agreements or any other such instruments, the Resulting Company is required to demonstrate experience, track record and credentials of the Demerged Company, then the experience, track record and credentials gained by the Demerged Company in the past, prior to de-merger in relation to the Demerged Business, would be considered to be equivalent as the experience, track record and credentials of the Resulting Company.

5.5 PERMISSIONS Any statutory licenses, permissions, approvals or consents to carry on the operations of the Demerged Company, in relation to the Demerged Business, shall stand vested in or transferred to the Resulting Company without any further act or deed and shall be appropriately mutated by the Statutory Authorities concerned in favour of the Resulting Company upon the vesting and transfer of the Undertakings pursuant to this Scheme. The benefit and obligations of all statutory and regulatory permissions, licenses, environmental approvals and consents, sales tax registrations or other licenses and consents shall vest in and become available to the Resulting Company pursuant to this Scheme. In so far as the various incentives, subsidies, special status and other benefits or privileges enjoyed, granted by any Government body, local authority or by any other person, or availed of by the Demerged Company, in relation to the Demerged Business, are concerned, the same shall vest with and be available the Resulting Company on the same terms and conditions.

5.6 SAVING OF CONCLUDED TRANSACTIONS The transfer and vesting of the Demerged Business into the Resulting Company as above and the continuance of proceedings by or against the Resulting Company shall not affect any transaction or proceedings already concluded on or after the Appointed Date till the Effective Date, to the end and intent that the Resulting Company accepts and adopts all acts, deeds and things done and executed by the Demerged Company, in relation to the

(28) Demerged Business, in respect thereto as done and executed on behalf of the Resulting Company.

5.7 OPERATIVE DATE OF THE SCHEME a. This Scheme shall be effective from the last of the dates on which certified copies of order of the Tribunal under Sections 230 and 232 of the Companies Act, 2013, and other applicable provisions, if any, are filed in the office(s) of the concerned Registrar of Companies. Such date is called as the Effective Date.

b. Though this Scheme shall become effective from the Effective Date, the provisions of this Scheme, shall be applicable and come into operation from the Appointed Date.

5.8 REMAINING BUSINESS OF THE DEMERGED COMPANY

Remaining Business of the Demerged Company to continue with the Demerged Company 5.8.1 The Remaining Business of the Demerged Company and all the assets including immovable property, liabilities and obligations pertaining thereto shall continue to belong to and be vested in and be managed by the Demerged Company.

5.8.2 All legal and other proceedings by or against the Demerged Company under any statute, whether pending on the Appointed Date or which may be instituted in future, whether or not in respect of any matter arising before the Effective Date and relating to the Remaining Business of the Demerged Company (including those relating to any property, right, power, liability, obligation or duty, of the Demerged Company in respect of the Remaining Business of the Demerged Company) shall be continued and enforced by or against the Demerged Company.

5.8.3 With effect from the Appointed Date and including the Effective Date:

a. The Demerged Company shall be deemed to have been carrying on and to be carrying on all business and activities relating to the Remaining Business of the Demerged Company for and its own behalf;

b. All profit accruing to the Demerged Company thereon or losses arising or incurred by it relating to the Remaining Business of the Demerged Company shall, for all purposes, be treated as the profit, or losses, as the case may be, of the Demerged Company.

(29) PART 6

OTHER TERMS AND CONDITIONS

6.1 APPLICATION/PETITION TO THE NATIONAL COMPANY LAW TRIBUNAL 6.1.1 The Demerged Company shall make necessary application(s)/ petition(s) under the provisions of sections 230, 232 & 66 of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the National Company Law Tribunal Rules, 2016, and other applicable provisions, if any, to the appropriate Bench of the Hon’ble National Company Law Tribunal and other competent authorities, if any, for sanctioning of this Scheme and other connected matters.

6.1.2 The Resulting Company shall also make necessary application(s)/ petition(s) under the provisions of sections 230, 232 & 66 of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the National Company Law Tribunal Rules, 2016, and other applicable provisions, if any, to the appropriate Bench of the Hon’ble National Company Law Tribunal and other competent authorities, if any, for sanctioning of this Scheme and other connected matters.

6.2 COMPLIANCE WITH TAX LAWS 6.2.1 The De-merger of the Demerged Business of the Demerged Company into the Resulting Company shall comply with the provisions of Section 2(19AA) read with section 2(41A) of the Income Tax Act, 1961 and other applicable provisions, if any.

6.2.2 This Scheme has been drawn up to comply with the conditions relating to “Demerger” as defined under Section 2(19AA) read with section 2(41A) of the Income Tax Act, 1961 and other applicable provisions, if any. If any terms or provisions of the Scheme are found to be or interpreted to be inconsistent with any of the said provisions at a later date whether as a result of any amendment of law or any judicial or executive interpretation or for any other reason whatsoever, the aforesaid provisions of the Income Tax Act shall prevail. The Scheme shall then stand modified to the extent determined necessary to comply with the said provisions. Such modification will however not affect other parts of the Scheme. The powerto make such amendments as may become necessary shall vest with the Board of Directors of the Demerged Company, which power can be exercised at any time and shall be exercised in the best interests of the Companies and their shareholders.

6.3 MODIFICATIONS/AMENDMENTS TO THE SCHEME 6.3.1 The Demerged Company and the Resulting Company through their respective Board of Directors may make or assent, from time to time, on behalf of all persons concerned, to any modifications or amendments to this Scheme or to any conditions or limitations which the Tribunal and/or any authorities under the law may deem fit to approve of or impose and to resolve all doubts or difficulties that may arise for carrying out this Scheme and to do and execute all acts, deeds, matters and things necessary for carrying the Scheme into effect.

6.3.2 In order to give effect to this Scheme or to any modifications or amendments thereof, the Board of Directors of the Demerged Company may give and is authorised to give all such directions as may be necessary including directions for settling any question, doubt or difficulty that may arise.

6.3.3 The Demerged Company and/or the Resulting Company shall be at liberty to withdraw from this Scheme in case any condition, alteration or modification, imposed or suggested by the Tribunal or any other competent authority, is not acceptable to them; or as may otherwise be deemed fit or proper by any of these Companies. The Demerged Company and/or the Resulting Company will not be required to assign the reason for withdrawing from this Scheme.

6.4 IMPLEMENTATION OF THE SCHEME: Upon the sanction of this Scheme and upon this Scheme becoming effective, the following shall be deemed to have occurred in the sequence and in the order mentioned hereunder. Accordingly, the Scheme of Arrangement will be implemented in that order:

i. Re-organisation of Share Capital of LSC Infratech Ltd and Lalkuan Stone Crushers India Pvt Ltd, as (30) provided in Part-3 of this Scheme;

ii. De-merger of Investment Business of LSC Infratech Ltd into Lalkuan Stone Crushers India Pvt Ltd, as provided in Part-2 of this Scheme;

iii. Issue of new Equity Shares and Preference Shares by the Resulting Company to the Shareholders of the Demerged Company, as provided in Part-2 of this Scheme;

6.5 INTERPRETATION If any doubt or difference or issue arises between the Demerged Company and the Resulting Company or any of their Shareholders or Creditors and/or any other person as to the construction hereof or as to anything else contained in or relating to or arising out of this Scheme, the same shall be referred to Mr Rajeev K Goel, LLB, FCS, Advocate, 785, Pocket-E, Mayur Vihar II, Delhi Meerut Expressway/NH-24, Delhi 110 091, Phone 93124 09354, e-mail: [email protected], Web-site: www.rgalegal.in, whose decision shall be final and binding on all concerned.

6.6 EXPENSES CONNECTED WITH THE SCHEME All costs, charges and expenses incurred in relation to or in connection with this Scheme or incidental to the completion of the arrangement in pursuance of this Scheme, shall be borne and paid by the Demerged Company. However, in the event of the Scheme becoming invalid for any reason whatsoever, all costs, charges and expenses relating to the present Scheme or incidental thereto shall be borne and paid by the respective Companies incurring the same.

______

(31) Schedule-1 to the Scheme of Arrangement

Performa Balance Sheet of Investment Business of LSC Infratech Ltd (Demerged Business) to be de-merged into Lalkuan Stone Crushers India Pvt Ltd

(As at 31st March, 2019)

Particulars Amount ` ASSETS

Non-current Investments 12,37,07,915 Cash and Cash Equivalents 5,00,000

Total Assets (A) 12,42,07,915

LIABILITIES

Long Term Borrowings 11,46,90,849

Total Liabilities (B) 11,46,90,849

Net Assets [A-B] (C) 95,17,066

(32) To,

LSC Infratech Ltd Lalkuan Stone Crushers India Pvt Ltd Kumar Oxygen Compound Kumar Oxygen Compound Rampur Road Rampur Road Rudrapur-263 153 Rudrapur-263 153 Uttarakhand Uttarakhand

Sub: Report on Valuation of Shares and Share Exchange Ratio for the purpose of the proposed de-merger of Investment Business of LSC Infratech Ltd into Lalkuan Stone Crushers India Pvt Ltd in terms of the proposed Scheme of Arrangement of LSC Infratech Ltd and Lalkuan Stone Crushers India Pvt Ltd Dear Sirs, Preamble: There is a proposal for De-merger of Investment Business of LSC Infratech Ltd into Lalkuan Stone Crushers India Pvt Ltd; Re-organisation of Share Capital of LSC Infratech Ltd and Lalkuan Stone Crushers India Pvt Ltd; and other connected matters; and other connected matters, to be implemented through a Scheme of Arrangement under the provisions of the Companies Act, 2013, and other applicable provisions, if any (hereinafter collectively referred to as “the proposed Scheme”). The investment business which is proposed to be demerged is hereinafter referred to as “the Demerged Business”. I have been engaged to carry out the valuation exercise and to advise share swap ratio for the proposed De-merger of Investment Business of LSC Infratech Ltd into Lalkuan Stone Crushers India Pvt Ltd in terms of the aforesaid Scheme of Arrangement. The Board of Directors of LSC Infratech Ltd and Lalkuan Stone Crushers India Pvt Ltd (hereinafter collectively referred to as “the Companies”), in the respective meetings held on 18th July, 2019, have appointed me to carry out the valuation of shares and to recommend a share swap ratio for the aforesaid De-merger. I, accordingly, report as under: 1. Objective: The objective of the present valuation process is to carry out the valuation exercise and to advise share swap ratio in connection with the De-merger of Investment Business of LSC Infratech Ltd into Lalkuan Stone Crushers India Pvt Ltd in terms of the aforesaid Scheme of Arrangement. 2. Disclosure regarding identity and interest of the Valuer: The Valuer-Mr Sandeep Kumar Agrawal, having his office at 523, Pocket-E, Mayur Vihar Phase-2, Delhi-110 091, is a Chartered Accountant and Registered Valuer in respect of Securities or Financial Assets duly registered with the Insolvency and Bankruptcy Board of India (IBBI) vide Registration No. IBBI/RV/06/2019/10705. The Valuer is hereinafter referred to as “the Registered Valuer”. The Registered Valuer does not have any conflict of interest in the present valuation exercise as he does not hold any share or other pecuniary interest in any of the Companies under the valuation except fee or any other payment received/to be received for carrying out any professional services, if any. The Registered Valuer is not associated with the management of the Companies, which are subject matter of the present valuation, their promoters or any other group company in any way other than in professional capacity, if any. Accordingly, there is no conflict of interest among the Registered Valuer and the Companies under the valuation exercise or their Management. Prior to accepting this engagement, I have considered my independence. 3. Source of Information In connection with preparing this Valuation Report, I have received the following information from the management of the Companies: a. Audited Financial Statements of the Companies for the financial year ended march 31, 2019, March 31, 2018 and March 31, 2017; b. Performa Balance Sheet of the Investment Business as on 31st March, 2019; c. Board Resolution for the Shares Allotted by the Company after the close of the Financial Year ended

(33) March 31, 2019; d. List of Shareholding and other relevant documents and information of the Companies; and, e. The draft Scheme of Arrangement. During the valuation exercise, I had various discussion with the Management of the Companies on the subject matter. I have also relied on various secondary research, market data and such other analysis, reviews and enquiries, as I considered relevant. 4. Scope/Limitation: The Valuation exercise carried out by me does not constitute an audit carried out in accordance with Generally Accepted Accounting Principles/Auditing Standards. Accordingly, I do not express any opinion on the financial statements, assumptions underlying such financial statements and representations of management included in the Valuation Report. I do not provide any assurance that the financial information or assumptions, upon which these have been based, are accurate. The present exercise is limited to carry out the valuation exercise and to advise share swap ratio in connection with the De-merger of Investment Business of LSC Infratech Ltd into Lalkuan Stone Crushers India Pvt Ltd as per the proposed Scheme and does not necessarily constitute an enterprise valuation of these Companies. No report/comment is sought on the proposed re-organization of the Share Capital of LSC Infratech Ltd and Lalkuan Stone Crushers India Pvt Ltd. In carrying out the valuation, I have entirely relied upon the financial statements of the concerned Companies, assumptions and other information, documents & explanations provided by the management and discussions with the management from time to time regarding operations of these Companies. 5. Disclaimer: This Report is a private and confidential document prepared under the specific instructions of the client(s). It is for the internal use of the client(s) and their Shareholders/Creditors and is not meant for external circulation except to any statutory agency or competent authority for the purpose of the Proposed Scheme. Any person making any investment or taking other decision on reliance of this report will be doing so at its/ his sole risk. I shall not be responsible for any decision taken by anybody on reliance of this report other than the aforesaid Demerger. 6. Compliance with the Rules and Standards: While carrying out the present valuation exercise, I have relied on relevant provisions of the Companies Act, 2013; the Companies (Registered Valuers and Valuation) Rules, 2017; the Indian Valuation Standards, 2018, issued by the Institute of Chartered Accountants of India (ICAI); various Guidance Notes on Valuation issued by the ICAI through its publications-Technical Guide on Valuation, Valuation: Professionals’ Insight; and other relevant material, to the extent relevant/applicable. The present Valuation Report complies with the Companies (Registered Valuers and Valuation) Rules, 2017; the Indian Valuation Standards, 2018, issued by the ICAI, and other applicable provisions, if any. 7. Brief Profile of the Companies: 7.1 The Demerged Company - LSC Infratech Ltd a. LSC Infratech Ltd [Corporate Identification No. (CIN): U 26944 UR 1988 PLC 009533; Income Tax Permanent Account No. (PAN): AAA CL 3025 F] (hereinafter referred to as “the Demerged Company/the Company”) was originally incorporated under the provisions of the Companies Act, 1956, as a private limited company with the name and style as ‘Lalkuan Stone Crushers Pvt Ltd’ vide Certificate of Incorporation dated 13th April, 1988, issued by the Registrar of Companies, Uttar Pradesh, Kanpur. The Company was converted into a public limited company and name of the Company was changed to ‘Lalkuan Stone Crushers Ltd’ vide Fresh Certificate of Incorporation dated 22nd February, 2002, issued by the Registrar of Companies, Uttar Pradesh & Uttaranchal, Kanpur. Further, name of the company was changed to its present name ‘LSC Infratech Ltd’ vide Fresh Certificate of Incorporation dated 22nd October, 2012, issued by the Registrar of Companies, Uttarakhand. b. Registered Office of the Demerged Company is situated at Kumar Oxygen Compound, Rampur

(34) Road, Rudrapur-263 153, Uttarakhand; e-mail: [email protected]; Website: www.lscinfratech. com. c. The present Authorised Share Capital of the Demerged Company is `40,00,00,000 divided into 37,50,000 Equity Shares of `100 each aggregating to `37,50,00,000; and 2,50,000 Preference Shares of `100 each aggregating to `2,50,00,000. As on the date of this Report, the issued, subscribed and paid-up share capital of the Demerged Company is `16,32,62,500 divided into 14,94,498 Equity Shares of `100 each aggregating to `14,94,49,800; 1,35,810 9% non-cumulative Compulsorily Redeemable Preference Shares (‘Series-A’) of `100 each aggregating to `1,35,81,000; and 2,317 9% non-cumulative Compulsorily Redeemable Preference Shares (‘Series-B’) of `100 each aggregating to `2,31,700. d. The Demerged Company is a closely held public limited company. e. Presently, the Demerged Company is engaged in the business of sand and gravel mining, stone crushing; manufacturing of stone grit, limestone and other related activities. In addition to these core business activities, the Demerged Company has also made investments in securities (including investment in other Group Companies). Thus, the Demerged Company has two distinct business segments of sand and gravel mining, stone crushing and manufacturing of stone grit, etc.; and investment business. 7.2 The Resulting Company - Lalkuan Stone Crushers India Pvt Ltd: a. Lalkuan Stone Crushers India Pvt Ltd [Corporate Identification No. (CIN): U 14200 UR 2012 PTC 000511; Income Tax Permanent Account No. (PAN): AAC CL 4185 G] (hereinafter referred to as “the Resulting Company/the Company”) was originally incorporated under the provisions of the Companies Act, 1956 as a private limited company vide Certificate of Incorporation dated 14th December, 2012, issued by the Registrar of Companies, Uttarakhand. b. Registered Office of the Resulting Company is situated at Kumar Oxygen Compound, Rampur Road, Rudrapur-263 153, Uttarakhand; e-mail: [email protected]. c. The present Authorised Share Capital of the Resulting Company is `1,00,000 divided into 10,000 Equity Shares of `10 each. The As on the date of this Report, the Issued, Subscribed and Paid-up Capital of the Resulting Company is `1,00,000 divided into 10,000 Equity Shares of `10 each. d. The Resulting Company is a closely held private limited company. e. Presently, the Resulting Company is engaged in purchase, sale and trading of commodities, commission agency business and other related activities. 8. Valuation approach and methodologies: 8.1 Unlike merger/amalgamation, there is no prescribed method or guidelines for determining share exchange ratio for de-merger. In fact, as per several judicial precedents, in case of de-merger, no formal Share Valuation is required. 8.2 Both the Companies involved in the proposed Scheme are closely held Group Companies. Hence, general public is not affected by the proposed share exchange ratio. 8.3 Performa Balance Sheet of the Demerged Business has been prepared as on 31st March, 2019. Net asset value of the Demerged Business is taken on the basis of such Performa Balance Sheet as on 31st March, 2019. 8.4 As per the draft proposal of the Scheme of Arrangement, the Resulting Company will issue Equity Shares to the Equity Shareholders of the Demerged Company (after giving effect to the re-organization of share capital as per the proposed Scheme). It is proposed that upon the Scheme becoming effective, the Resulting Company will have 100% mirror Equity Shareholding as that of the Demerged Company. In other words, post de-merger; all the Equity Shareholders of the Demerged Company will hold same percentage of

(35) Equity Shares in the Resulting Company as they are holding in the Demerged Company. Hence, upon the Scheme becoming effective, entire pre-Scheme issued and paid up Equity Share Capital of the Resulting Company will be cancelled and equivalent (9% non-cumulative) Compulsorily Redeemable Preference Shares will be created in place of such cancelled Equity Share Capital. The management of the Companies has proposed the following share exchange ratio, for the equity shareholders of the Demerged Company: i. The Resulting Company will issue 1 (one) Equity Share of `10 each, credited as fully paid up, for every 10 (ten) Equity Shares of `100 each held in the Demerged Company-LSC Infratech Ltd. ii. In terms of the provisions of the Scheme of Arrangement, the Resulting Company will issue Equity Shares to the Equity Shareholders of the Demerged Company. It is proposed that upon the Scheme becoming effective, the Resulting Company will have 100% mirror Equity Shareholding as that of the Demerged Company. In other words, post de-merger; all the Equity Shareholders of the Demerged Company will hold same percentage of Equity Shares in the Resulting Company as they are holding in the Demerged Company as on the Record Date-2. Hence, upon the Scheme becoming effective, entire pre-Scheme issued and paid up share capital of the Resulting Company will be cancelled and equivalent (9% non-cumulative) Compulsorily Redeemable Preference Shares will be created in place of such cancelled equity share capital. Accordingly, the Resulting Company will issue 1 (one) (9% non-cumulative) Compulsorily Redeemable Preference Shares of `10 each, credited as fully paid-up, for every 1 (one) Equity Share of `10 each held in the Resulting Company. Consequently, entire pre-Scheme issued and paid-up Equity Share Capital of the Resulting Company consisting of 10,000 Equity Shares of `10 each bearing distinctive number 1 to 10,000 (both numbers inclusive) will be cancelled. 8.5 Since, after the proposed de-merger, the entire Equity Share Capital of the Resultant Company will be held by the Equity Shareholders of the Demerged Company exactly in the same proportion as they are holding in the Demerged Company, no formal Share Valuation and Share Exchange Ratio is relevant or required. Accordingly, the proposed Share Swap Ratio, for the equity shareholders of the Demerged Company, as given in this report is based entirely on the suggestions made by the Companies’ Management which in our opinion is fair and reasonable. 8.6 All the preference shares in the Demerged Company (including preference shares to be issued on re- organization of share capital as per the proposed Scheme) are non-convertible and compulsorily redeemable. Pursuant to the proposed Scheme, there will not be any impact on the Compulsorily Redeemable Preference Shares held in the Demerged Company. The management of the Companies has proposed the following share exchange ratio, for the preference shareholders of the Demerged Company: i. The Resulting Company will issue 1 (one) (9% non-cumulative) Compulsorily Redeemable Preference Share of `10 each, credited as fully paid-up, for every 1000 (one thousand) (9% non- cumulative) Compulsorily Redeemable Preference Shares of `100 each [‘Series-A’ and ‘Series-B’] (CRPS) held in the Demerged Company-LSC Infratech Ltd. ii. In terms of the Scheme, some of the Equity Shareholders of the Demerged Company will receive equal number of (9% non-cumulative) Compulsorily Redeemable Preference Shares (CRPS) against cancellation of such Equity Shares. The Resulting Company will issue 1 (one) (9% non-cumulative) Compulsorily Redeemable Preference Share of `10 each, credited as fully paid-up, for every 1000 (one thousand) (9% non-cumulative) Compulsorily Redeemable Preference Shares of `100 each (CRPS) held in the Demerged Company-LSC Infratech Ltd. As the proposed share swap ratio has insignificant impact of the overall value of the Resulting Company, the proposed Share Swap Ratio, for the Compulsorily Redeemable Preference Shareholders of the Demerged Company, as given in this report is based entirely on the suggestions made by the Companies’ Management which in our opinion is fair and reasonable. 9. Share Exchange Ratio for the proposed Demerger: i. The Resulting Company will issue 1 (one) Equity Share of `10 each, credited as fully paid up, for every 10 (ten) Equity Shares of `100 each held in the Demerged Company-LSC Infratech Ltd; and

(36) ii. The Resulting Company will issue 1 (one) (9% non-cumulative) Compulsorily Redeemable Preference Share of `10 each, credited as fully paid-up, redeemable at Par, for every 1000 (one thousand) Compulsorily Redeemable Preference Shares of `100 each held in the Demerged Company-LSC Infratech Ltd. 10. Performa Balance Sheets of the Demerged Business as on 31st March, 2019, as provided by the Management is enclosed herewith. Thanking you

CA Sandeep Kumar Agrawal Registered Valuer in respect of Securities or Financial Assets IBBI Registration No.: IBBI/RV/06/2019/10705 Date: August 07, 2019 Place: New Delhi Encl: as above

Performa Balance Sheet of Investment Business of LSC Infratech Ltd (Demerged Business) to be de-merged into Lalkuan Stone Crushers India Pvt Ltd (As at 31st March, 2019)

Particulars Amount ` ASSETS Non-current Investments 12,37,07,915 Cash and Cash Equivalents 5,00,000

Total Assets (A) 12,42,07,915 LIABILITIES Long Term Borrowings 11,46,90,849

Total Liabilities (B) 11,46,90,849 Net Assets [A-B] (C) 95,17,066

(37) INDEPENDENT AUDITORS’ REPORT under sections 230 to 232 of the Companies Act, 2013. The scheme of Arrangement was approved by the Hon’ble To the Members of LSC Infratech Limited National Company Law Tribunal, Allahabad Bench, Allahabad (the NCLT) vide order dated 28th May, 2019. In Report on the Audit of Financial Statements terms of the provisions of section 232(6) of the Companies Act, 2013, and the Scheme of Arrangement, as approved Opinion by the Hon’ble NCLT, the Scheme is operative from the Appointed Date 1st April, 2018. To comply with the same , We have audited the accompanying financial statements of the effect of approval has been spread over two Financial LSC Infratech Limited (“the Company”), which comprise years (2018-19 & 2019-20). the Balance Sheet as at 31 March 2019, the Statement of Profit and Loss and the statement of cash flows for the Our opinion is not modified in respect of this matter. year then ended, and notes to the financial statements , Information other than the financial statements and including a summary of the significant accounting policies auditors’ report thereon and other explanatory information. The Company’s board of directors is responsible for the In our opinion and to the best of our information and preparation of the other information. The other information according to the explanations given to us, the aforesaid comprises the information included in the Board’s financial statements give the information required by the Report including Annexures to Board’s Report, Business Companies Act, 2013 (‘Act’) in the manner so required and Responsibility Report but does not include the financial give a true and fair view in conformity with the accounting statements and our auditor’s report thereon. principles generally accepted in India, of the state of affairs of the Company as at 31 March 2019, and its profit/loss Our opinion on the financial statements does not cover the other information and we do not express any form of and cash flows for the year ended on that date. assurance conclusion thereon. Basis of Opinion In connection with our audit of the financial statements, our We conducted our audit of the standalone financial responsibility is to read the other information and, in doing so, consider whether the other information is materially statements in accordance with the Standards on inconsistent with the standalone financial statements or Auditing specified under section 143(10) of the Act our knowledge obtained during the course of our audit or (SAs). Our responsibilities under those Standards are otherwise appears to be materially misstated. further described in the Auditor’s Responsibility for the Audit of the Standalone Financial Statements section If, based on the work we have performed, we conclude that of our report. We are independent of the Company in there is a material misstatement of this other information; accordance with the Code of Ethics issued by the Institute we are required to report that fact. We have nothing to of Chartered Accountants of India (ICAI) together with report in this regard. the ethical requirements that are relevant to our audit of Management’s responsibility for the financial the standalone financial statements under the provisions statements of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance The Company’s board of directors are responsible for the with these requirements and the ICAI’s Code of Ethics. We matters stated in section 134 (5) of the Act with respect to believe that the audit evidence obtained by us is sufficient the preparation of these financial statements that give a true and appropriate to provide a basis for our opinion on the and fair view of the financial position, financial performance standalone financial statements. and cash flows of the Company in accordance with the accounting principles generally accepted in India, including Key Audit Matters the accounting standards specified under section 133 of the Act. This responsibility also includes maintenance Key audit matters are those matters that, in our of adequate accounting records in accordance with the professional judgment, were of most significance in our provisions of the Act for safeguarding of the assets of the audit of the financial statements of the current period. Company and for preventing and detecting frauds and These matters were addressed in the context of our audit other irregularities; selection and application of appropriate of the financial statements as a whole, and in forming our accounting policies; making judgments and estimates that opinion thereon, and we do not provide a separate opinion are reasonable and prudent; and design, implementation on these matters. and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy We draw attention to the Note 4 in the Notes to the and completeness of the accounting records, relevant to financial statements regarding Scheme of Arrangement the preparation and presentation of the financial statement

(38) that give a true and fair view and are free from material the company has adequate internal financial controls misstatement, whether due to fraud or error. system in place and the operating effectiveness of such controls In preparing the financial statements, management is responsible for assessing the Company’s ability to • Evaluate the appropriateness of accounting policies continue as a going concern, disclosing, as applicable, used and the reasonableness of accounting estimates matters related to going concern and using the going and related disclosures made by management. concern basis of accounting unless management either intends to liquidate the Company or to cease operations, • Conclude on the appropriateness of management’s use or has no realistic alternative but to do so. of the going concern basis of accounting and, based The board of directors are also responsible for overseeing on the audit evidence obtained, whether a material the Company’s financial reporting process. uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability Auditor’s responsibilities for the audit of the financial to continue as a going concern. If we conclude that statements a material uncertainty exists, we are required to draw attention in our auditor’s report to the related We communicate with those charged with governance disclosures in the financial statements or, if such regarding, among other matters, the planned scope and disclosures are inadequate, to modify our opinion. Our timing of the audit and significant audit findings, including conclusions are based on the audit evidence obtained any significant deficiencies in internal control that we up to the date of our auditor’s report. However, future identify during our audit. events or conditions may cause the Company to cease We also provide those charged with governance with to continue as a going concern. a statement that we have Our objectives are to obtain • Evaluate the overall presentation, structure and content reasonable assurance about whether the financial of the financial statements, including the disclosures, statements as a whole are free from material misstatement, and whether the financial statements represent the whether due to fraud or error, and to issue an auditor’s underlying transactions and events in a manner that report that includes our opinion. Reasonable assurance is achieves fair presentation. a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect We communicate with those charged with governance a material misstatement when it exists. Misstatements regarding, among other matters, the planned scope and can arise from fraud or error and are considered material timing of the audit and significant audit findings, including if, individually or in the aggregate, they could reasonably any significant deficiencies in internal control that we be expected to influence the economic decisions of users identify during our audit. taken on the basis of these financial statements. We also provide those charged with governance As part of an audit in accordance with SAs, we exercise with a statement that we have complied with relevant professional judgment and maintain professional ethical requirements regarding independence, and skepticism throughout the audit. We also: to communicate with them all relationships and other matters that may reasonably be thought to bear on our • Identify and assess the risks of material misstatement of independence, and where applicable, related safeguards. the financial statements, whether due to fraud or error, From the matters communicated with those charged with design and perform audit procedures responsive to governance, we determine those matters that were of most those risks, and obtain audit evidence that is sufficient significance in the audit of the financial statements of the and appropriate to provide a basis for our opinion. The current period and are therefore the key audit matters. We risk of not detecting a material misstatement resulting describe these matters in our auditor’s report unless law from fraud is higher than for one resulting from error, or regulation precludes public disclosure about the matter as fraud may involve collusion, forgery, intentional or when, in extremely rare circumstances, we determine omissions, misrepresentations, or the override of that a matter should not be communicated in our report internal control. because the adverse consequences of doing so would • Obtain an understanding of internal control relevant reasonably be expected to outweigh the public interest to the audit in order to design audit procedures that benefits of such communication. are appropriate in the circumstances. Under section Report on Other Legal and Regulatory Requirements 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether 1. As required by the Companies (Auditor’s Report)

(39) Order, 2016 (“the Order”) issued by the Central c. There has been no delay in transferring Government of India in terms of sub-section (11) of amounts, required to be transferred, to the section 143 of the Act, we give in the Annexure A, a Investor Education and Protection Fund by the statement on the matters specified in the paragraph 3 Company. and 4 of the order. For Sharda & Sharda LLP 2. As required by Section 143(3) of the Act, we report Firm’s Registration No. – 005629C/C400002 that: Chartered Accountants

a) We have sought and obtained all the information and explanations which to the best of our Sd/- knowledge and belief were necessary for the Per Neeraj Sharda purposes of our audit. Partner Membership No. 084700 b) In our opinion proper books of account as required by law have been kept by the Company so far as it UDIN:19084700AAAABQ3096 appears from our examination of those books; Haldwani July 26, 2019 c) The balance sheet, and the statement of profit and loss dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors as on 31 March 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2019 from being appointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting;

g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

a. The Company does not have any pending litigations which would impact its financial position;

b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

(40) ANNEXURE “A” TO THE INDEPENDENT or unsecured to companies, firms, limited liability AUDITORS’ REPORT partnerships or other parties covered in the register required under section 189 of the Companies Act, Report on the Companies (Auditor’s Report) Order, 2013. Accordingly, paragraph 3(iii) of the order is not 2016 (“the Order”), with reference to aforesaid applicable. standalone financial statements, in terms of Section 143(11) of the Companies Act, 2013 (“the Act”) 4) In our opinion and according to the information and explanations given to us, the Company has not With reference to the Annexure referred to in the granted any loans or provided any guarantees or Independent Auditors’ Report to the Members of the given any security or made any investment to which Company on the standalone financial statements for the the provisions of section 185 & 186 of the Companies year ended 31 March 2019, we report the following: Act, 2013. Accordingly, paragraph 3(iv) of the order is not applicable. 1) In respect to the Company’s fixed assets: 5) According to information and explanations given to us, a) The Company has maintained proper records the Company has not accepted any deposits from the showing full particulars, including quantitative public within the meaning of the directives issued by details and situation of the fixed assets. Reserve Bank of India, provisions of Sections 73 to 76 of the Act, any other relevant provisions of the Act and b) The Company has a regular programme of the relevant rules framed thereunder. physical verification of its fixed assets by which all fixed assets are verified in a phased manner, 6) The Central Government has not prescribed the over a period of three years. In our opinion, this maintenance of cost records under section 148(1) periodicity of physical verification is reasonable of the Act, for any of the activities of the Company having regard to the size of the Company and and accordingly paragraph 3(vi) of the order is not the nature of its assets. Pursuant to the program, applicable. certain fixed assets were physically verified by the Management during the year. According to 7) In respect of statutory dues: the information and explanations given to us, no material discrepancies were noticed on such a) According to the information and explanations verification. given to us and on the basis of our examination of the records of the Company, undisputed statutory c) According to the information and explanations dues including provident fund, employees’ state given to us and the records examined by us insurance, income-tax, sales-tax, service tax, duty including registered title deeds, we report that, the of custom, duty of excise, value added tax, goods title deeds, comprising all the immovable properties and service tax, cess and other statutory dues of land and buildings which are freehold, are held have generally been regularly deposited with the in the name of the Company as at the balance appropriate authorities though there has been a sheet date. slight delay in a few cases.

In respect of immovable properties of land that b) According to the information and explanations have been taken on lease and disclosed as given to us, no undisputed amounts payable property, plant and equipment in the financial in respect of provident fund, employees’ state statements, the lease agreements are in the name insurance, income-tax, sales- tax, service tax, of the Company, where the Company is the lessee goods and service tax, duty of customs, duty of in the agreement. excise, value added tax, cess and other material statutory dues were in arrears as at March 31, 2) The inventories have been physically verified during 2019 for a period of more than six months from the the year by the management. In our opinion, the date they became payable. frequency of verification is reasonable. According to the information and explanations given to us and c) According to the records of the Company, the as examined by us, no material discrepancies were dues of income-tax, sales-tax, service tax, duty of noticed on such verification. custom, duty of excise, value added tax and cess on account of any dispute, are as follows:. 3) According to the information and explanation given to us, the Company has not granted any loans, secured

(41) Name of Nature of Amount (`) Period to Forum where allotment or private placement of shares or fully or Statute dues which the the dispute partly convertible debentures during the year under amount is pending review and hence, reporting requirements under relates clause 3(xiv) are not applicable to the company and, not commented upon. Income Income Tax 18,36,61,981/- FY 2015-16 Appellate Tax Act, and Interest Authority 15) According to the information and explanations given by 1961 the management, the Company has not entered into Sales Sales 5,68,97,463/- FY 2013-14 Appellate any non-cash transactions with directors or persons Tax / Tax, VAT, Authority connected with him as referred to in section 192 of Value Interest and Companies Act, 2013. Added Penalty 16) According to the information and explanations given to Tax Act us, the provisions of section 45-IA of the Reserve Bank 8) In our opinion and according to the information and of India Act, 1934 are not applicable to the Company. explanations given by the management, the Company has not defaulted in repayment of loans or borrowing ANNEXURE “B” TO THE INDEPENDENT to a financial institution, bank or government or dues AUDITOR’S REPORT to debenture holders. Report on the internal financial controls over financial 9) In our opinion and according to the information and reporting under clause (i) of sub – section 3 of section explanations given by the management, the Company 143 of the Companies Act, 2013 (“the Act”) has utilized the monies raised by way of term loans for the purposes for which they were raised. We have audited the internal financial controls over financial reporting of LSC Infratech Limited (“the 10) Based upon the audit procedures performed for the Company”) as at March 31, 2019, in conjunction with our purpose of reporting the true and fair view of the audit of the financial statements of the Company for the financial statements and according to the information year ended on that date. and explanations given by the management, we report that no fraud by the company or no fraud on Management’s responsibility for internal financial the company by the officers and employees of the controls Company has been noticed or reported during the year. The board of directors of the Company is responsible for establishing and maintaining internal financial controls 11) According to the information and explanations given based on the internal control over financial reporting by the management, the managerial remuneration has criteria established by the Company considering the been paid or provided in accordance with the requisite essential components of internal control stated in the approvals mandated by the provisions of section 197 Guidance Note on Audit of Internal Financial Controls over read with Schedule V to the Companies Act, 2013. Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the 12) In our opinion, the Company is not a nidhi company. design, implementation and maintenance of adequate Therefore, the provisions of clause 3(xii) of the order internal financial controls that were operating effectively are not applicable to the Company and hence not for ensuring the orderly and efficient conduct of its commented upon. business, the safeguarding of its assets, the prevention 13) According to the information and explanations given and detection of frauds and errors, the accuracy and by the management, transactions with the related completeness of the accounting records, and the timely parties are in compliance with section 177 and 188 of preparation of reliable financial information, as required Companies Act, 2013 where applicable and the details under the Companies Act, 2013. have been disclosed in the notes to the financial Auditors’ responsibility statements, as required by the applicable accounting standards. Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company 14) According to the information and explanations given based on our audit. We conducted our audit in accordance to us and on an overall examination of the balance with the Guidance Note on Audit of Internal Financial sheet, the Company has not made any preferential Controls Over Financial Reporting (the “Guidance Note”)

(42) issued by the Institute of Chartered Accountants of India Inherent Limitations of internal financial controls over and the standards on auditing prescribed under Section financial reporting 143 (10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Because of the inherent limitations of internal financial standards and the guidance note require that we comply controls over financial reporting, including the possibility of with ethical requirements and plan and perform the audit collusion or improper management of override of controls, to obtain reasonable assurance about whether adequate material misstatements due to error or fraud may occur internal financial controls over financial reporting were and not be detected. Also, projections of any evaluation established and maintained and if such controls operated of the internal financial controls over financial reporting effectively in all material respects. to future periods are subject to the risk that the internal financial control over financial reporting may become Our audit involves performing procedures to obtain audit inadequate because of changes in conditions, or that the evidence about the adequacy of the internal financial degree of compliance with the policies or procedures may controls system over financial reporting and their operating deteriorate. effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding Opinion of internal financial controls over financial reporting, In our opinion and according to the information and assessing the risk that a material weakness exists, explanations given to us, the Company has, in all material and testing and evaluating the design and operating respects, an adequate internal financial control system effectiveness of internal control based on the assessed over financial reporting and such internal financial controls risk. The procedures selected depend on the auditor’s over financial reporting were operating effectively as judgement, including the assessment of the risks of at March 31, 2019, based on the internal control over material misstatement in the financial statements, whether financial reporting criteria established by the Company due to fraud or error. considering the essential components of internal control We believe that the audit evidence we have obtained, is stated in the Guidance Note on Audit of Internal Financial sufficient and appropriate to provide a basis for our audit Controls Over Financial Reporting issued by the Institute opinion on the Company’s internal financial control system of Chartered Accountants of India. over financial reporting.

Meaning of internal financial controls over financial reporting A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

(43) LSC INFRATECH LIMITED BALANCE SHEET as at March, 31, 2019 (Amount in `) Note No. As at As at March 31, 2019 March 31, 2018 EQUITY and LIABILITIES Shareholders’ funds Share capital 2.1 123,911,400.00 346,659,100.00 Reserves and surplus 2.2 5,453,494,227.62 5,073,678,061.97 5,577,405,627.62 5,420,337,161.97 Shares to be issued pursuant to the Scheme of Arrangement 2.3 39,351,100.00 -

Non - current liabilities Long - term borrowings 2.4 200,069,092.00 87,055,239.05 Deferred tax liabilities (net) - - Other Long term liabilities - - Long - term provisions 2.5 24,719,689.70 20,791,287.70 224,788,781.70 107,846,526.75 Current Liabilities Short - term borrowings 2.6 976,623,292.24 351,229,750.20 Trade payables 2.7 414,269,766.47 478,241,769.37 Other current liabilities 2.8 52,690,733.00 52,250,155.80 Short - term provisions 2.9 46,341,086.42 54,515,866.31 1,489,924,878.13 936,237,541.68 7,331,470,387.45 6,464,421,230.40 ASSETS Non - current assets Property, Plant and Equipment 2.10 4,955,291,050.68 5,009,014,332.28 Intangible assets - - Capital work-in-progress 122,026,654.30 3,622,944.00 Intangible assets under development - - Non-current investments 123,707,915.50 - Deferred tax assets (net) 2.11 17,242,978.00 14,287,708.00 Long-term loans and advances - - Other non-current assets - - 5,218,268,598.48 5,026,924,984.28 Current assets Current investments - - Inventories 2.12 1,260,617,582.63 830,247,220.37 Trade receivables 2.13 339,058,967.39 141,851,917.92 Cash and cash equivalents 2.14 15,366,860.93 14,354,069.54 Short-term loans and advances 2.15 498,158,378.02 451,043,038.29 Other current assets - - 2,113,201,788.97 1,437,496,246.12 7,331,470,387.45 6,464,421,230.40 Significant Accounting Policies and Key Accounting Estimates and 1.00 Judgements The accompanying Notes are an integral part of the Financial Statements As per our report of even date For and on behalf of the Board of Directors of For Sharda & Sharda LLP LSC Infratech Limited Firm’s registration. No. 005629C/C400002 CIN : U26944UR1988PLC009533 Chartered Accountants Sd/- Sd/- Sd/- Sd/- per Neeraj Sharda Shiv Kumar Agarwal Abhishek Agarwal Saurabh Agarwal Partner Managing Director Whole Time Director Whole Time Director Membership No. 084700 DIN : 00657046 DIN : 01319670 DIN : 00657185 UDIN: 19084700AAAABQ3096 Sd/- Sd/- Haldwani Kuljinder Kaur Sudip Jain July 26, 2019 Company Secretary Chief Financial Officer

(44) LSC INFRATECH LIMITED STATEMENT OF PROFIT AND LOSS as at March, 31, 2019 (Amount in `) Note Year Year No. 2018-19 2017-18 INCOME Revenue from operations 2.16 3,220,721,613.68 3,326,926,149.04 Other income 2.17 2,245,103.42 4,712,359.86 TOTAL INCOME 3,222,966,717.10 3,331,638,508.90 EXPENSES Cost of materials consumed 2.18 2,059,567,483.69 1,234,346,962.72 Changes in inventories of finished goods, WIP and stock-in-trade 2.19 (145,314,427.00) 599,723,541.00 Employee benefits expense 2.20 62,597,146.69 59,669,650.52 Finance costs 2.21 38,650,262.24 51,397,061.70 Depreciation and amortization expense 2.10 112,782,285.45 124,218,090.17 Operational & Other expenses 2.22 781,209,057.18 938,518,628.39 Captive consumption of finished goods (4,836,583.00) (113,230.00) TOTAL EXPENSE 2,904,655,225.25 3,007,760,704.50 Profit before Exceptional item & extra ordinary items and tax 318,311,491.85 323,877,804.40 Exceptional item - - Profit Before Tax 318,311,491.85 323,877,804.40 Current Tax Current Tax 117,945,883.00 117,741,354.00 Provision for Deferred tax asset (2,955,270.00) (1,948,255.00) Income Tax /Provision for Tax of Earlier Years Written Back 2,092,485.00 31,822.31 Total Tax Expense 117,083,098.00 115,824,921.31 Profit for the year 201,228,393.85 208,052,883.09 Earning/(Loss) per equity share of face value of ` 100/- each 2.23 162.40 60.02 Basic and Diluted Significant Accounting Policies and Key Accounting Estimates and Judgements 1.00 The accompanying Notes are an integral part of the Financial Statements

As per our report of even date For and on behalf of the Board of Directors of For Sharda & Sharda LLP LSC Infratech Limited Firm’s registration. No. 005629C/C400002 CIN : U26944UR1988PLC009533 Chartered Accountants Sd/- Sd/- Sd/- Sd/- per Neeraj Sharda Shiv Kumar Agarwal Abhishek Agarwal Saurabh Agarwal Partner Managing Director Whole Time Director Whole Time Director Membership No. 084700 DIN : 00657046 DIN : 01319670 DIN : 00657185 UDIN: 19084700AAAABQ3096 Sd/- Sd/- Haldwani Kuljinder Kaur Sudip Jain July 26, 2019 Company Secretary Chief Financial Officer

(45) Note 1: Corporate information iii. Business Combination and Goodwill/Capital Reserve: LSC Infratech Limited is a company incorporated under the Companies Act, applicable in India. The The Company uses the acquisition method of principal place of business is located at Kumar Oxygen accounting to account for business combinations. Compound, Rudrapur , US Nagar , Uttarakhand. The The acquisition date is the date on which control is Company owns multiple manufacturing units of Stone transferred to the acquirer. Judgement is applied in Grits, Sand, and related products with units at Haldwani, determining the acquisition date and determining Ajeetpur, Bannakhera, Murtzapur, Bharatpur, Gangapur whether control is transferred from one party to another. & Kishanpur. The Company commenced commercial Control exists when the Company is exposed to, or operations in November, 1988. has rights to variable returns from its involvement with the entity and has the ability to affect those returns Basis of preparation through power over the entity. In assessing control, The financial statements of the company have been potential voting rights are considered only if the rights prepared in accordance with generally accepted are substantive. accounting principles in India (Indian GAAP). The company Goodwill is initially measured at cost, being the excess has prepared these financial statements to comply in all of the aggregate of the consideration transferred and material respects to provisions of the Companies Act, the amount recognised for non-controlling interests, 2013. The financial statements have been prepared on an and any previous interest held, over the net identifiable accrual basis and under the historical cost convention. assets acquired and liabilities assumed. If the fair The accounting policies adopted in the preparation of value of the financial statements are consistent with those of previous net assets acquired is in excess of the aggregate year, except for the change in accounting policy explained consideration transferred, the Company re- below. assesses whether it has correctly identified all of Note 2: Summary of significant accounting policies the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the i. Use of estimates amounts to be recognised at the acquisition date. The preparation of financial statements in conformity If the re-assessment still results in an excess of the with Indian GAAP requires the management to make fair value of net assets acquired over the aggregate judgments, estimates and assumptions that affect the consideration transferred, then the gain is recognised reported amounts of revenues, expenses, assets and in Other Income and accumulated in other equity as liabilities and the disclosure of contingent liabilities, capital reserve. However, if there is no clear evidence at the end of the reporting period. Although these of bargain purchase, the entity recognises the gain estimates are based on the management’s best directly in other equity as capital reserve, without knowledge routing the same through Other Income. of current events and actions, uncertainty about Consideration transferred includes the fair values these assumptions and estimates could result in of the assets transferred, liabilities incurred by the the outcomes requiring a material adjustment to Company to the previous owners of the acquiree, the carrying amounts of assets or liabilities in future and equity interests issued by the Company. periods. Consideration transferred also includes the fair ii. Classification of Assets and Liabilities as Current value of any contingent consideration. Consideration and Non- Current: transferred does not include amounts related to the settlement of pre-existing relationships. Any goodwill All assets and liabilities are classified as current or that arises on account of such business combination non-current as per the Company’s normal operating is tested annually for impairment. cycle, and other criteria set out in Schedule III of the Companies Act, 2013. Based on the nature of Any contingent consideration is measured at fair products and the time lag between the acquisition value at the date of acquisition. If an obligation to pay of assets for processing and their realization in cash contingent consideration that meets the definition of and cash equivalents, 12 month period has been a financial instrument is classified as equity, then it considered by the Company as its normal operating is not re-measured and the settlement is accounted cycle. for within other equity. Otherwise, other contingent consideration is re-measured at fair value at each reporting date and subsequent changes in the fair

(46) value of the contingent consideration are recorded in Gains or losses arising from de-recognition of fixed the Statement of Profit and Loss. assets are measured as the difference between the net disposal proceeds and the carrying amount of the A contingent liability of the acquiree is assumed in a asset and are recognized in the statement of profit business combination only if such a liability represents and loss when the asset is derecognized. a present obligation and arises from a past event, and its fair value can be measured vi. Treatment of Expenditure during Construction Period: reliably. On an acquisition-by-acquisition basis, the Company recognizes any non-controlling interest Expenditure, net of income earned, during construction in the acquiree either at fair value or at the non- (including financing cost related to borrowed funds for controlling interest’s proportionate share of the construction or acquisition of qualifying PPE) period is acquiree’s identifiable net assets. Transaction included under capital work-in-progress, and the same costs that the Company incurs in connection with a is allocated to the respective PPE on the completion business combination, such as Stamp Duty for title of construction. Advances given towards acquisition transfer in the name of the Company, finder’s fees, or construction of PPE outstanding at each reporting legal fees, due diligence fees and other professional date are disclosed as Capital Advances under “Other and consulting fees, are expensed as incurred. Non-Current Assets”. iv. Classification of Assets and Liabilities as Current vii. Depreciation on tangible fixed assets and Non-Current: The Company follows written down value method of All assets and liabilities are classified as current or depreciation for all of its fixed assets. non-current as per the Company’s normal operating Depreciation is provided based on useful life of the cycle, and other criteria set out in Schedule III of assets as prescribed in schedule II to the Companies the Companies Act, 2013. Based on the nature of Act, 2013. products and the time lag between the acquisition of assets for processing and their realisation in cash viii. Investments and cash equivalents, 12 month period has been Investments, which are readily realizable and intended considered by the Company as its normal operating to be held for not more than one year from the date cycle. on which such investments are made, are classified v. Property, Plant and Equipment (PPE): as current investments. All other investments are Property, Plant and Equipment (PPE), are stated classified as long-term investments. at cost, net of accumulated depreciation and On initial recognition, all investments are measured at accumulated impairment losses, if any. The cost cost. The cost comprises purchase price and directly comprises purchase price, borrowing costs if attributable acquisition charges such as brokerage, capitalization criteria are met and directly attributable fees and duties. If an investment is acquired, or partly cost of bringing the asset to its working condition for acquired, by the issue of shares or other securities, the intended use. Any trade discounts and rebates the acquisition cost is the fair value of the securities are deducted in arriving at the purchase price. issued. If an investment is acquired in exchange Subsequent expenditure related to an item of Property, for another asset, the acquisition is determined by Plant and Equipment (PPE) is added to its book value reference to the fair value of the asset given up or by only if it increases the future benefits from the existing reference to the fair value of the investment acquired, asset beyond its previously assessed standard of whichever is more clearly evident. performance. All other expenses on existing fixed Current investments are carried in the financial assets, including day-to-day repair and maintenance statements at lower of cost and fair value determined expenditure and cost of replacing parts, are changed on an individual investment basis. Long-term to the statement of profit and loss for the period during investments are carried at cost. However, provision which such expenses are incurred. for diminution in value is made to recognize a decline The company adjusts exchange differences arising other than temporary in the value of the investments. on translation/ settlement of long-term foreign currency monetary items pertaining to the acquisition On disposal of an investment, the difference between of a depreciable asset to the cost of the asset and its carrying amount and net disposal proceeds is depreciates the same over the remaining life of the charged or credited to the statement of profit and loss. asset.

(47) ix. Inventories the provident fund are charged to the statement of profit and loss for the year when the contributions are Raw materials, components, stores and spares are due. The company has no obligation, other than the valued at lower of cost and net realizable value. contribution payable to the provident fund. However, materials and other items held for use in the production of inventories are not written down Expenses incurred towards voluntary retirement below cost if the finished products in which they will scheme are charged to the statement of profit and be incorporated are expected to be sold at or above loss immediately. cost. Cost of raw materials, components and stores xii. Provision for Current and Deferred Tax: and spares is determined on a weighted average basis. Current Income Tax: Work-in-progress and finished goods are valued at Tax expense comprises current and deferred tax. lower of cost and net realizable value. Cost includes Current income-tax is measured at the amount direct materials and labour and a proportion of expected to be paid to the tax authorities in accordance manufacturing overheads based on normal operating with the Income-tax Act, 1961 enacted in India and capacity. Cost of finished goods includes excise duty tax laws prevailing in the respective tax jurisdictions and is determined on weighted average basis. where the company operates. The tax rates and tax laws used to compute the amount are those that are Net realizable value is the estimated selling price in enacted or substantively enacted, at the reporting the ordinary course of business, less estimated costs date. Current income tax relating to items recognized of completion and estimated costs necessary to make directly in equity is recognized in equity and not in the the sale. statement of profit and loss. x. Revenue recognition Deferred Tax: Revenue is recognized to the extent that it is probable Deferred income taxes reflect the impact of timing that the economic benefits will flow to the company differences between taxable income and accounting and the revenue can be reliably measured. The income originating during the current year and following specific recognition criteria must also be met reversal of timing differences for the earlier years. before revenue is recognized: Deferred tax is measured using the tax rates and Sale of goods the tax laws enacted or substantively enacted at the reporting date. Deferred income tax relating to items Revenue from sale of goods is recognized when all recognized directly in equity is recognized in equity the significant risks and rewards of ownership of the and not in the statement of profit and loss. goods have been passed to the buyer, usually on delivery of the goods. The company collects sales Deferred tax liabilities are recognized for all taxable taxes and value added taxes (VAT) on behalf of the timing differences. Deferred tax assets are recognized government and, therefore, these are not economic for deductible timing differences only to the extent benefits flowing to the company. Hence, they are that there is reasonable certainty that sufficient future excluded from revenue. taxable income will be available against which such deferred tax assets can be realized. In situations Interest where the company has unabsorbed depreciation or Interest income is recognized on a time proportion carry forward tax losses, all deferred tax assets are basis taking into account the amount outstanding and recognized only if there is virtual certainty supported the applicable interest rate. Interest income is included by convincing evidence that they can be realized under the head “other income” in the statement of against future taxable profits. profit and loss. In the situations where the company is entitled to a Dividends tax holiday under the Income-tax Act, 1961 enacted in India or tax laws prevailing in the respective tax Dividend income is recognized when the company’s jurisdictions where it operates, no deferred tax (asset right to receive dividend is established by the reporting or liability) is recognized in respect of timing differences date. which reverse during the tax holiday period, to the xi. Retirement and other employee benefits extent the company’s gross total income is subject to Retirement benefit in the form of provident fund is the deduction during the tax holiday period. Deferred a defined contribution scheme. The contributions to tax in respect of timing differences which reverse after the tax holiday period is recognized in the year in (48) which the timing differences originate. However, the the net profit or loss for the period attributable to company restricts recognition of deferred tax assets equity shareholders (after deducting preference to the extent that it has become reasonably certain dividends and attributable taxes) by the weighted or virtually certain, as the case may be, that sufficient average number of equity shares outstanding during future taxable income will be available against the period. Partly paid equity shares are treated as a which such deferred tax assets can be realized. For fraction of an equity share to the extent that they are recognition of deferred taxes, the timing differences entitled to participate in dividends relative to a fully which originate first are considered to reverse first. paid At each reporting date, the company re-assesses equity share during the reporting period. The weighted unrecognized deferred tax assets. It recognizes average number of equity shares outstanding during unrecognized deferred tax asset to the extent that it the period is adjusted for events such as bonus issue, has become reasonably certain or virtually certain, as bonus element in a rights issue, share split, and the case may be, that sufficient future taxable income reverse share split (consolidation of shares) that have will be available against which such deferred tax changed the number of equity shares outstanding, assets can be realized. without a corresponding change in resources. The carrying amount of deferred tax assets are For the purpose of calculating diluted earnings per reviewed at each reporting date. The company writes- share, the net profit or loss for the period attributable down the carrying amount of deferred tax asset to the to equity shareholders and the weighted average extent that it is no longer reasonably number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity certain or virtually certain, as the case may be, that shares. sufficient future taxable income will be available against which deferred tax asset can be realized. xv. Provisions and Contingent Liabilities: Any such write-down is reversed to the extent that it Provisions are recognised when the Company has a becomes reasonably certain or virtually certain, as the present obligation (legal or constructive) as a result case may be, that sufficient future taxable income will of a past event, it is probable that the Company will be available be required to settle the obligation, and a reliable Deferred tax assets and deferred tax liabilities are estimate can be made of the amount of the obligation. offset, if a legally enforceable right exists to set-off If the effect of the time value of money is material, current tax assets against current tax liabilities and the provisions are determined by discounting the expected deferred tax assets and deferred taxes relate to the future cash flows to net present value using an same taxable entity and the same taxation authority. appropriate pre-tax discount rate that reflects current xiii. Minimum Alternate Tax (MAT): market assessments of the time value of money and, where appropriate, the risks specific to the liability. MAT is recognised as an asset only when and to the extent there is convincing evidence that the A present obligation that arises from past events, Company will pay normal Income Tax during the where it is either not probable that an outflow of specified period. In the year in which the MAT credit resources will be required to settle or a reliable becomes eligible to be recognised, it is credited to estimate of the amount cannot be made, is disclosed the Statement of Profit and Loss and is considered as a contingent liability. Contingent liabilities are also as MAT Credit Entitlement. The Company reviews the disclosed when there is a possible obligation arising same at each Balance Sheet date and writes down from past events, the existence of which will be the carrying amount of MAT Credit Entitlement to the confirmed only by the occurrence or non-occurrence extent there is no longer convincing evidence to the of one or more uncertain future events not wholly effect that the Company will pay normal Income Tax within the control of the Company. during the specified period. Minimum Alternate Tax Claims against the Company, where the possibility of (MAT) Credit are in the form of unused tax credits that any outflow of resources in settlement is remote, are are carried forward by the Company for a specified not disclosed as contingent liabilities. period of time, hence, it is presented with Deferred Tax Asset. Contingent assets are not recognized in the financial statements since this may result in the recognition of xiv. Earnings per share income that may never be realized. However, when Basic earnings per share are calculated by dividing the realization of income is virtually certain, then

(49) the related asset is not a contingent asset and is principles for reporting financial information, about recognized. the different types of products and services an enterprise produces and the different geographical xvi. Earnings Per Share (EPS): areas in which it operates. A business segment is Basic earnings per share are calculated by dividing the a distinguishable component of an enterprise that is net profit for the year attributable to equity shareholders engaged in providing an individual product or service by the weighted-average number of equity shares or a group of related products or services and that outstanding during the period. The weighted-average is subject to risks and returns that are different from number of equity shares outstanding during the those of other business segments. LSC Infratech Ltd period and for all periods presented is adjusted for has two segments Stone Grits & Investment Business. events such as bonus issue; bonus element in a A reportable segment is a business rights issue to existing shareholders; share split; and segment or a geographical segment identified on reverse share split (consolidation of shares) that have the basis of foregoing definitions for which segment changed the number of equity shares outstanding, information is required to be disclosed by this without a corresponding change in resources. Standard. For the purpose of calculating diluted earnings per A business segment or geographical segment IS share, the net profit or loss for the year attributable identified as a reportable segment if: (a) its revenue to equity shareholders and the weighted-average from sales to external customers and from transactions number of shares outstanding during the period are with other segments is 10 per cent or more of the total adjusted for the effects of all dilutive potential equity revenue, external and internal, of all segments; or shares. (b) its segment result, whether profit or xvii. Cash and cash equivalents loss, is 10 per cent or more of – (i) the combined result of all segments in profit, or Cash and cash equivalents for the purposes of cash (ii) the combined result of all segments in loss, flow statement comprise cash at bank and in hand whichever is greater in absolute amount; or and short-term investments with an original maturity (c) its segment assets are 10 per cent or more of the of three months or less. total assets of all segments. xviii. Borrowing Costs: As major source of revenue for the company is the Borrowing cost includes interest expense, Stone Grits segment the same is the only Reportable amortisation of discounts, hedge related cost incurred segment , the investment business division does’nt in connection with foreign currency borrowings, meet any of the reporting criteria as mentioned in the ancillary costs incurred in connection with borrowing AS .Therefore in of funds and exchange difference, arising from foreign currency borrowings, to the extent they are regarded Note 3: Other important notes as an adjustment to the interest cost. 1. Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with Borrowing costs, that are attributable to the acquisition the current year’s classification /disclosure. The or construction or production of a qualifying asset, previous year figures may not be comparable to are capitalised as part of the cost of such asset till current year figures due to de-merger. Kindly refer such time the asset is ready for its intended use. A point no. 8 below. qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended 2. In the opinion of the board of directors, current assets, use. All other borrowing costs are recognised as an loans and advances have a value on realization in the expense in the period in which they are incurred. ordinary course of the business at least equal to the amounts at which they are stated and provision for all Investment income earned on the temporary known liabilities have been made. investment of specific borrowings pending their expenditure on qualifying assets is deducted from the 3. The Company has requested its vendors to confirm borrowing costs eligible for capitalisation. All other their status under Micro, Small and Medium borrowing costs are recognized in the Statement of Enterprises Development Act, 2006. Since no Profit and Loss in the period in which they are incurred. confirmations have been received, we are not able to comment if there are any amounts due to any micro xix. AS -17 Segment Reporting or small enterprise under the MSMED Act, 2006. The objective of this Standard is to establish Further, the company’s liability towards any interest

(50) for delayed payments under the provisions of the Act become the employees of the Transferee is not likely to be material. Company on and from such date without any break or interruption in service and upon terms 4. The Company does not have any payments due and conditions not less favorable than those to small scale Industries exceeding ` 100,000/- applicable to them in the respective Demerged outstanding for more than 30 days as on Balance Business 1 to 10 of the Transferor Companies sheet date. No. 1 to 10, on the Effective Date. 5. Sundry Advances, Sundry Debtors, Sundry Creditors iii. Appointed Date for the Scheme of Arrangement are subject to confirmation. will be 1st April, 2018, or such other date, as the 6. The Company considers its investment in and loan Hon’ble National Company Law Tribunal or any to subsidiary as strategic and long term in nature other competent authority may approve. and accordingly, in the view of the management, any iv. Share Exchange Ratio for the Scheme will be as decline in the value of such long term investment follows: in subsidiary is considered as temporary in nature and hence no provision for dimunition in value is a. The Transferee Company will issue 11 considered necessary. (eleven) Equity Shares of `100 each, credited as fully paid up, for every 100 (one Note 4: Scheme of Arrangement hundred) Equity Shares of `10 each held in 1. A Scheme of Arrangement was framed under the the Transferor Company No. 1-Kumar Ispat provisions of sections 230, 232 & 66 of the Companies Pvt Ltd. Act, 2013, and other applicable provisions, if any, for b. The Transferee Company will issue 98 the following: (ninety eight) Equity Shares of `100 each, a. De-merger of respective Investment Business of credited as fully paid up, for every 1,000 Kumar Ispat Pvt Ltd, LSC Autowheels Pvt Ltd, (one thousand) Equity Share of `10 each LSC Super Cars Pvt Ltd, Kumar Infrastructure held in the Transferor Company No. 2-LSC Development Pvt Ltd, Kumaon Gases Pvt Ltd, Autowheels Pvt Ltd. Kumar Cultivators Ltd, Kumar Roadlines Pvt Ltd, c. The Transferee Company will issue 29 Mitika Agencies Pvt Ltd, Nandani Flouriculture (twenty nine) Equity Share of `100 each, Ltd and Green Gold Flowers Pvt Ltd into LSC credited as fully paid up, for every 100 (one Infratech Ltd; and hundred) Equity Shares of `100 each held in b. Re-organisation of Share Capital of LSC the Transferor Company No. 3- LSC Super Autowheels Pvt Ltd and LSC Infratech Ltd; and Cars Pvt Ltd. other connected matters. d. The Transferee Company will issue 47 (forty 2. The Salient features of the Scheme of Arrangement seven) Equity Share of `100 each, credited are given below: as fully paid up, for every 1,000 (one thousand) Equity Shares of `10 each held i. All assets and liabilities including Income Tax in the Transferor Company No. 4- Kumar and all other statutory liabilities, if any, of the Infrastructure Development Pvt Ltd. respective Investment Business (the Demerged Business 1 to 10) of Kumar Ispat Pvt Ltd, LSC e. The Transferee Company will issue 235 (two Autowheels Pvt Ltd, LSC Super Cars Pvt Ltd, hundred thirty five) Equity Share of `100 Kumar Infrastructure Development Pvt Ltd, each, credited as fully paid up, for every Kumaon Gases Pvt Ltd, Kumar Cultivators Ltd, 10,000 (ten thousand) Equity Shares of `10 Kumar Roadlines Pvt Ltd, Mitika Agencies Pvt each held in the Transferor Company No. 5- Ltd, Nandani Flouriculture Ltd and Green Gold Kumaon Gases Pvt Ltd. Flowers Pvt Ltd (the Transferor Companies No. 1 f. The Transferee Company will issue 27 to 10, respectively) will be transferred to and vest (twenty seven) Equity Share of `100 each, in LSC Infratech Ltd (the Transferee Company). credited as fully paid up, for every 100 (one ii. All the employees of the Transferor Companies hundred) Equity Shares of `100 each held No. 1 to 10 employed in the activities relating in the Transferor Company No. 6- Kumar to the respective Demerged Business 1 to 10, Cultivators Ltd. in service on the Effective Date, if any, shall

(51) g. The Transferee Company will issue 28 vi. On Re-organisation of Share Capital, the (twenty eight) Equity Share of `100 each, Transferor Company No. 2 will issue 23,81,927 credited as fully paid up, for every 1,000 (one (9% non-cumulative) Compulsorily Redeemable thousand) Equity Shares of `10 each held Preference Shares (CRPS) of `10 each, credited in the Transferor Company No. 7- Kumar as fully paid-up, in proportion of 1 (one) CRPS of Roadlines Pvt Ltd. `10 each in lieu of every 1 (one) Equity Share of `10 each, with respect to the 23,81,927 Equity h. The Transferee Company will issue 37 (thirty Shares held in the Transferor Company No. seven) Equity Share of `100 each, credited 2. Consequently, 23,81,927 Equity Shares of as fully paid up, for every 1,000 (one `10 each bearing distinctive number 995621 to thousand) Equity Shares of `10 each held 3377547 (both numbers inclusive) issued by the in the Transferor Company No. 8- Mitika Transferor Company No. 2 will be cancelled. Agencies Pvt Ltd. vii. On Re-organisation of Share Capital, the i. The Transferee Company will issue 24 Transferee Company will issue 1,35,810 (9% (twenty four) Equity Share of `100 each, non-cumulative) Compulsorily Redeemable credited as fully paid up, for every 100 (one Preference Shares (CRPS) of `100 each, hundred) Equity Shares of `100 each held credited as fully paid-up, in proportion of 1 (one) in the Transferor Company No. 9- Nandani CRPS of `100 each in lieu of every 1 (one) Equity Flouriculture Ltd. Share of `100 each, with respect to j. The Transferee Company will issue 76 the 1,35,810 Equity Shares held in the Transferee (seventy six) Equity Share of `100 each, Company. credited as fully paid up, for every 100 (one hundred) Equity Shares of `100 each held in Consequently, 1,35,810 Equity Shares of `100 the Transferor Company No. 10- Green Gold each bearing distinctive number 3330782 to Flowers Pvt Ltd. 3466591 (both numbers inclusive) issued by the Transferee Company will be cancelled. k. In terms of the provisions of the Scheme, some of the Equity Shareholders of the 3. The aforesaid Scheme of Arrangement was approved Transferor Company No. 2 holding in by the Hon’ble National Company Law Tribunal, aggregate 23,81,927 Equity Shares of `10 Allahabad Bench, Allahabad (the NCLT) vide order each in the Transferor Company No. 2, will dated 28th May, 2019. The Appointed Date of the receive equal number of 9% non-cumulative Scheme was 1st April, 2018. The Scheme became Compulsorily Redeemable Preference effective on 10th June, 2019, being last of the dates Shares against cancellation of such Equity of filing of the Order passed by the Hon’ble NCLT Shares. The Transferee Company will issue with the Registrar of Companies, Uttarakhand, 1 (one) 9% non-cumulative Compulsorily Dehradun. In terms of the provisions of section Redeemable Preference Share of `100 232(6) of the Companies Act, 2013, and the Scheme each, credited as fully paid-up, for every of Arrangement, as approved by the Hon’ble NCLT, 1000 (one thousand) 9% the Scheme is operative from the Appointed Date-1st April, 2018. non-cumulative Compulsorily Redeemable Preference Share of `10 each held in the Accordingly, the present Financial Statement has Transferor Company No. 2. been prepared after giving effect to the De-merger of respective Investment Business of Kumar Ispat v. Further, to give effect to the de-merger in its Pvt Ltd, LSC Autowheels Pvt Ltd, LSC Super Cars books of accounts, the Transferor Company Pvt Ltd, Kumar Infrastructure Development Pvt Ltd, No. 1-Kumar Ispat Pvt Ltd will reduce its issued, Kumaon Gases Pvt Ltd, Kumar Cultivators Ltd, Kumar subscribed and paid up equity share capital, on Roadlines Pvt Ltd, Mitika Agencies Pvt Ltd, Nandani a proportionate basis, such that the Transferor Flouriculture Ltd and Green Gold Flowers Pvt Ltd into Company No. 1 shall extinguish 9 (nine) LSC Infratech Ltd; Re-organisation of Share Capital of Equity Shares of `10 each held by each of its LSC Autowheels Pvt Ltd and LSC Infratech Ltd; and shareholders, for every 10 (ten) Equity Shares of other connected matters, in terms of the provisions `10 each held in the Transferor Company No. 1 of the Scheme of Arrangement, as approved by the by such shareholders. Hon’ble NCLT.

(52) 4. Prior to the Scheme of Arrangement, these Companies h. The Transferor Company No. 8 was engaged in were engaged in the following activities: agriculture business and other related activities. The Company had also made investments in a. The Transferor Company No. 1 was engaged in securities. Thus, the Transferor Company No. manufacturing of industrial and medical oxygen 8 had two distinct business, viz., agriculture and nitrogen gases and other related activities. business and investment business. The Company has also made investments in securities. Thus, the Transferor Company No. i. The Transferor Company No. 9 was engaged in 1 had two distinct business, viz., manufacturing agriculture business and other related activities. business and investment business. The Company had also made investments in securities. Thus, the Transferor Company No. b. The Transferor Company No. 2 was engaged in 9 had two distinct business, viz., agriculture sale and service of automobiles and other related business and investment business. activities. The Company was an authorised dealer of Fiat Chrysler Automobiles. The Company j. The Transferor Company No. 10 was engaged had also made investments in securities. Thus, in agriculture business, tissue culture plants the Transferor Company No. 2 had two distinct and other related activities. The Company business, viz., sale and service of automobiles has also made investments in securities. and investment business. Thus, the Transferor Company No. 10 has two distinct business, viz., agriculture business and c. The Transferor Company No. 3 was engaged in investment business. agriculture business and other related activities. The Company was also planning to diversify k. The Transferee Company was engaged in the into automobile sales and servicing business business of sand and gravel mining, stone in the State of Uttarakhand. The Company crushing; manufacturing of stone grit, limestone had also made investments in securities. and other related activities. Thus, the Transferor Company No. 3 had two Re-organisation of Share Capital: distinct business, viz., agriculture business and investment business. 5. In terms of the Scheme of Arrangement, the Transferor Company No. 2-LSC Autowheels Pvt Ltd d. The Transferor Company No. 4 was engaged has cancelled 23,81,927 Equity Shares of `10 each in logistics business and other related activities. bearing distinctive number 995621 to 3377547 (both The Company had also made investments in numbers inclusive). Securities Premium Account securities. Thus, the Transferor Company No. 4 received on the issue of the aforesaid Equity Shares had two distinct business, viz., logistics business has also been cancelled in the books of the Company. and investment business. LSC Autowheels Pvt Ltd will issue 23,81,927 (9% non- e. The Transferor Company No. 5 was engaged in cumulative) Compulsorily Redeemable Preference agriculture business and other related activities. Shares (CRPS) of `10 each, credited as fully paid- The Company had also made investments in up, in place of the aforesaid Equity Shares cancelled. securities. Thus, the Transferor Company No. Aggregate face value of the aforesaid Preference 5 had two distinct business, viz., agriculture Shares has been shown under the head “Shares to business and investment business. be issued pursuant to the Scheme of Arrangement” in f. The Transferor Company No. 6 was engaged in the Financial Statement of the Company. agriculture business and other related activities. 6. In terms of the Scheme of Arrangement, the Transferee The Company had also made investments in Company-LSC Infratech Ltd has cancelled 1,35,810 securities. Thus, the Transferor Company No. Equity Shares of `100 each bearing distinctive number 6 had two distinct business, viz., agriculture 3330782 to 3466591 (both numbers inclusive). business and investment business. Securities Premium Account received on the issue of g. The Transferor Company No. 7 was engaged in the aforesaid Equity Shares has also been cancelled agriculture business and other related activities. in the books of the Company. The Company had also made investments in LSC Infratech Ltd will issue 1,35,810 (9% non- securities. Thus, the Transferor Company No. cumulative) Compulsorily Redeemable Preference 7 had two distinct business, viz., agriculture Shares (CRPS) of `100 each, credited as fully paid- business and investment business. up, in place of the aforesaid Equity Shares cancelled.

(53) Aggregate face value of the aforesaid Preference Pvt Ltd has reduced its issued, subscribed and paid Shares has been shown under the head “Shares to up equity share capital, on a proportionate basis, such be issued pursuant to the Scheme of Arrangement” in that the Transferor Company No. 1 shall extinguish 9 the Financial Statement of the Company. (nine) Equity Shares of `10 each held by each of its shareholders, for every 10 (ten) Equity Shares of `10 De-merger each held in the Transferor Company No. 1 by such 7. In terms of the Scheme, all the assets and liabilities shareholders. pertaining to the respective Demerged Business 1 12. Aggregate face value of the aforesaid Equity and to 10, which cease to be the assets and liabilities of Preference Shares to be issued by the Transferee the Transferor Companies No. 1 to 10, respectively, Company, has been shown under the head “Shares has been reduced from the books of accounts of the to be issued pursuant to the Scheme of Arrangement” Transferor Companies No. 1 to 10 at their respective in the Financial Statement of the Company. book values. 13. Difference between the assets and liabilities pertaining 8. Whereas vesting of all the assets and liabilities to the Demerged Business 1 over the amount of pertaining to the respective Demerged Business 1 to reduction in issued and paid up share capital of the 10 have been recorded in the books of accounts of the Transferor Company No. 1, as mentioned above, has Transferee Company at the book values as appearing been adjusted against the Reserves and Surplus in in the books of the respective Transferor Companies the books of the Transferor Company No. 1. No. 1 to 10. 14. Excess of book value of assets over the book value 9. In terms of the Scheme of Arrangement, the of liabilities pertaining to the respective Investment Transferee Company will issue Equity Shares of `100 Business 2 to 10, respectively has been deducted each, credited as fully paid up, to the Shareholders of from the Reserves and Surplus in the books of the the Transferor Companies No. 1 to 10 in exchange Transferor Companies No. 2 to 10. Balance amount, if of 100% share capital of these Companies after the any, has been debited to Goodwill Account which will cancellation of cross holding, if any, in the following be amortized over a period of 5 years. manner: 15. Difference between book value of assets over the Sl. Name of Companies No. of Equity book value of liabilities pertaining to the Investment No. Shares Business 1 to 10; and the aggregate face value of 1. Kumar Ispat Pvt Ltd 1,11,190 new Shares to be issued by the Transferee Company 2. LSC Autowheels Pvt Ltd 1,265 on de-merger; has been credited to the Capital Reserve (in case of surplus), in the books of the 3. LSC Super Cars Pvt Ltd 10,440 Transferee Company. In case of deficit arising on de- 4. Kumar Infrastructure 23,407 merger, such deficit has been adjusted against the Development Pvt Ltd Capital Reserves, Securities Premium Account, and 5. Kumaon Gases Pvt Ltd 86,410 other Reserves & Surplus in books of the Transferee 6. Kumar Cultivators Ltd 8,132 Company. 7. Kumar Roadlines Pvt Ltd 532 Note 5: Related party disclosures as required in 8. Mitika Agencies Pvt Ltd 4,342 Accounting Standard 18 9. Nandani Flouriculture Ltd 8,252 a. List of related parties 10 Green Gold Flowers Pvt Ltd 1,414 i. Parties where control exists (Post Demerger) 10. Further, the Transferee Company will issue ---- • Kumar Ispat Private Limited 9% non-cumulative Compulsorily Redeemable • Kumar Infrastructure Development Private Preference Share of `100 each, credited as fully Limited paid-up to the holders of Compulsorily Redeemable Preference Shares of the Transferor Company No. 2 • Sarthak Hurbels Private Limited in exchange of 100% Preference Share Capital of the • Kumar Roadlines Private Limited Transferor Company No. 2 after the cancellation of • Kumar Autowheels Private Limited cross holding, if any. • Mitika Agencies Private Limited 11. To give effect to the de-merger in its books of • accounts, the Transferor Company No. 1-Kumar Ispat Green Gold Private Limited

(54) ii. Parties where Company has Significant Influence b. Transactions with related parties ( Post Demerger) 1. Earning in foreign currency (on receipt basis) • Kumar Cultivators Limited Amount in Rs. • Kumar Oxygen Private Limited • LSC Autowheels Private Limited Particulars For the year ended For the year ended March 31, 2019 March 31, 2018 iii. Key Management Personnel & Directors Earnings in foreign Nil Nil • Mr. Shiv Kumar Agarwal (Managing Director) currency • Mr. Saurabh Agarwal (Whole-time Director) Total Nil Nil • Mr. Abhishek Agarwal (Whole-time Director) 2. Value of imports (CIF value) • Mrs. Rukman Agarwal Amount in Rs. • Mrs. Amita Agarwal • Mrs. Sarina Agarwal Particulars For the year ended For the year ended March 31, 2019 March 31, 2018 • Mr. Hemant Singh Negi Value of Imports Nil Nil • Mr. Anil Kumar Total Nil Nil • Mr. Rakesh Kumar • Mr. Badam Singh 3. Expenditure in foreign currency Amount in Rs. iv. Entities where Key Management Personnel or relatives of Key Management Personnel have Particulars For the year ended For the year ended control with whom transactions are made (Pre- March 31, 2019 March 31, 2018 De-Merger) Expenditure in Nil Nil foreign currency • Kumar Ispat Private Limited Total Nil Nil • Kumar Infrastructure Development Private Limited • Mitika Agencies Private Limited • Kumar Oxygen Private Limited • Kumaon Gases Private Limited • Kumar Autowheels Private Limited

(55) Disclosure of Related Party Transactions: (figures in `) Particulars Current Year Previous year (2019-20) (2018-19) Directors Remuneration/Commission Key Management Personnel & Directors Mr. Shiv Kumar Agarwal 2,51,97,600 1,50,00,000 Mr. Saurabh Agarwal 2,52,00,000 1,50,00,000 Mr. Abhishek Agarwal 2,52,00,000 1,50,00,000 Mrs. Amita Agarwal 36,00,000 38,80,000 Mrs. Sarina Agarwal 36,00,000 38,80,000 Mrs. Rukman Agarwal 16,00,000 - Mr. Hemant Singh Negi 4,65,760 4,25,760 Mr. Anil Kumar 4,07,000 3,72,000 Mr. Rakesh Kumar 4,08,092 2,38,000 Mr. Badam Singh 5,55,760 5,15,760 Rent Paid: Key Management Personnel & Directors Mr.Shiv Kumar Agarwal 9,60,000 9,60,000 Mr.Abhishek Agarwal 38,25,000 38,25,000 Mr.Saurabh Agarwal 21,00,000 27,00,000 Mrs.Rukman Agarwal 9,00,000 9,00,000 Mrs.Amita Agarwal 9,00,000 9,00,000 Mrs.Sarina Agarwal 9,00,000 9,00,000 Enterprises over which KMP & their relatives have control Kumar Oxygen Private Limited 27,40,000 27,40,000 Kumaon Gases Private Limited 6,00,000 6,00,000 Mitika AgenciesPrivate Limited 2,70,000 2,50,000 Kumar Infrastructure Development Private Limited 24,00,000 31,25,000 Kumar Ispat Private Limited 12,58,000 7,00,000 Purchases (Consumables & Fixed Assets) Enterprises over which KMP & their relatives have control Kumar Oxygen Private Limited - 1,89,054 Kumar Autowheels Pvt Ltd - 39,65,125 Repair Expenses Enterprises over which KMP & their relatives have control Kumar Autowheels Pvt Ltd 16,81,142.62 6,91,127

(56) NOTE: 2.1 SHARE CAPITAL (Amount in `) As at As at March 31, 2019 March 31, 2018 Authorised 4,000,000 Equity shares (Previous year 4,000,000) of `100 each 400,000,000.00 400,000,000.00

400,000,000.00 400,000,000.00 Issued, Subscribed and paid up Opening 3,466,591 Equity shares of ` 100 each, fully paid up 346,659,100.00 346,659,100.00

Less: Cancelled on Re-organisartion of Share Capital 1,35,810 Equity shares of ` 100 13,581,000.00 each, fully paid up, to be replaced by issue of equivalent number of preference shares. On 31 March ,2019 1,35,810 Equity Shares were cancelled and equivalent number of preference shares are to be issued to the shareholders of LSC Infratech Ltd pursuant to the Scheme of Arrangement sanctioned by National Company Law Tribunal (NCLT),Allahabad bench , Allahabad (Refer Note 4 in Notes to Financial Statements)

Less: Cross -holding Cancelled on De-merger 20,91,667 Equity Shares of `100 each ,fully 209,166,700.00 paid up

On 31 March ,2019 20,91,667 Existing Equity Shares of `100 each ,fully paid up were cancelled pursuant to the Scheme of Arrangement sanctioned by National Company Law Tribunal (NCLT),Allahabad bench , Allahabad (Refer Note 4 in Notes to Financial Statements)

123,911,400.00 346,659,100.00

(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period Equity shares

As at 31 March 2019 As at 31 March 2018

No. Amount No. Amount At the beginning of the period 3,466,591 346,659,100.00 3,330,781 333,078,100.00 Issued during the period 135,810 13,581,000.00 Less: Cancelled on Re-organisartion of Share Capital 135,810 13,581,000.00 - - Less:Cross-holding cancelled on De-merger 2,091,667 209,166,700.00 - - Outstanding at the end of the period 1,239,114 123,911,400.00 3,466,591 346,659,100.00

(b) Terms/ rights attached to equity shares Existing-The company has only one class of equity shares having par value of `100 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(57) (f) Details of shareholders holding more than 5% shares in the company Name of the shareholder As at 31 March 2019 As at 31 March 2018 No. of % holding No. of % holding shares shares Equity shares of `100 each fully paid Shiv Kumar Agarwal 275,621 22.24% 291,537 23.53% Rukman Agarwal 191,434 15.45% 197,662 15.95% Abhishek Agarwal 179,073 14.45% 208,484 16.83% Amita Agarwal 100,122 8.08% 100,122 8.08% Saurabh Agarwal 214,491 17.31% 220,373 17.78% Sarina Agarwal 93,820 7.57% 93,820 7.57% Shiv Kumar Agarwal HUF 78,421 6.33% 80,151 6.47% Abhishek Agarwal HUF 51,783 4.18% 90,883 7.33% Saurabh Agarwal HUF 50,223 4.05% 87,766 7.08% Kumar Roadlines Private Limited - - 242,546 19.57% Mitika Agencies Private Limited - - 292,439 23.60% LSC Autowheels Private Limited - - 259,052 20.91% Kumar Infrastructure Development P Ltd. - - 247,280 19.96% Kumaon Gases Private Limited - - 322,780 26.05% Green Gold Flowers Private Limited - - 212,870 17.18%

As per records of the company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

NOTE : 2.2 RESERVES AND SURPLUS (Amount in `)

As at As at March 31, 2019 March 31, 2018 Securities Premium Account Balance as at the beginning of the year 40,237,292.00 40,237,292.00 Less: Cancellation of premium on 1,35,810 Equity Shares of pursuant to the Scheme 25,668,090.00 - of Arrangement sanctioned by National Company Law Tribunal (NCLT),Allahabad bench , Allahabad (Refer Note 4 in Notes to Financial Statements) 14,569,202.00 40,237,292.00 Capital Reserve Balance as at the beginning of the year - Add: Capital Reserve arising pursuant to the Scheme of Arrangement sanctioned 204,255,860.50 by National Company Law Tribunal (NCLT), Allahabad bench , Allahabad (Refer Note 4 in Notes to Financial Statements) 204,255,860.50 - Revaluation Reserve 4,207,860,407.00 4,207,860,407.00 Surplus in Statement of Profit & Loss Opening balance 825,580,364.27 617,527,479.88 As per Statement of Profit & Loss 201,228,393.85 208,052,883.09 1,026,808,758.12 825,580,362.97 5,453,494,227.62 5,073,678,061.97

(58) NOTE: 2.3 SHARES TO BE ISSUED PURSUANT TO THE SCHEME OF (Amount in `)

As at As at March 31, 2019 March 31, 2018 Equity Shares 255,384 Equity shares of ` 100 each, fully paid up to be issued pursuant to scheme 25,538,400.00 - of Arrangement Preference Shares 138,127 (non-cumulative) Compulsorily Redeemable Preference Shares (CRPS )` 13,812,700.00 100 each, fully paid up to be issued pursuant to scheme of Arrangement 39,351,100.00 - LSC Infratech Ltd will issue 1,35,810 (9% non-cumulative) Compulsorily Redeemable Preference Shares (CRPS) of `100 each, credited as fully paid-up, in place of the 1,35,810 Equity Shares cancelled, to be redeemed in terms of the provisions of the Comapanies Act, 2013 , at a premium of `189 per share being amount of premium received at the time of issue of equity shares so cancelled. Balance 2317 (9% non-cumulative) Compulsorily Redeemable Preference Shares (CRPS) of `100 each issued pursuant to scheme of arrangement, to be reedemed at par. Aggregate face value of the aforesaid Preference Shares has been shown under the head “Shares to be issued pursuant to the Scheme of Arrangement” LSC Infratech Ltd will issue 2,55,384 Equity Shares of `100 each, credited as fully paid-up, to the shareholders of Transferor Comapnies on De-merger in place of the aforesaid Equity Shares cancelled. Aggregate face value of the aforesaid Equity Shares has been shown under the head “Shares to be issued pursuant to the Scheme of Arrangement” . NOTE: 2.4 LONG - TERM BORROWINGS (Amount in `)

As at As at March 31, 2019 March 31, 2018 Term Loans ( Secured ) From banks Term Loans from Bank & Financial Companies 114,690,849.00 81,759,293.85 Term Loan From State Bank of India, Haldwani Unit - 18,551,998.00 Term Loan From State Bank of India, Chorgaliya Unit 26,864,829.00 26,853,803.00 141,555,678.00 127,165,094.85 Term loans ( Unsecured ) Unsecured Loans 111,204,147.00 12,140,300.00 111,204,147.00 12,140,300.00 Current Maturities of Long Term Debt 52,690,733.00 52,250,155.80 200,069,092.00 87,055,239.05 Note-2.4.1 The term loans from banks / financial institutions are secured by : a) An exclusive first charge/pari passu first charge/ first charge by way of an equitable mortgage and/or hypothecation, of immovable and /or movable properties/fixed assets, both present and future, at specified locations; and

b) In certain cases, personal guarantee of the Managing Director/ owner in addition to (a) above.

NOTE: 2.5 LONG TERM PROVISIONS (Amount in `)

As at As at March 31, 2019 March 31, 2018 Provision for employee benefits- Gratuity 24,719,689.70 20,791,287.70 24,719,689.70 20,791,287.70

(59) NOTE: 2.6 SHORT - TERM BORROWINGS (Amount in `)

As at As at March 31, 2019 March 31, 2018 Loans repayable on demand (Secured) From banks SBI C/C- Main Rudrapur 961,347,149.77 339,158,263.87 SBI C/C - Haldwani Unit 8,440,842.93 7,175,005.27 SBI C/C - Bazpur Unit 481,793.86 4,782,178.88 SBI C/C- Ajitpur Unit 6,353,505.68 114,302.18 976,623,292.24 351,229,750.20 Note-2.6.1 (a) The working capital borrowings from banks and working capital loans are secured by : i) A first charge by way of hypothecation of stocks, book debts and other current assets; ii) A charge by way of an equitable mortgage of immovable properties and hypothecation of movable fixed assets / properties, ranking second and subservient to the charges specified in 2.4.1 above; and iii) Personal guarantee of Directors, in addition to (i), (ii) above.

NOTE: 2.7 TRADE PAYABLES (Amount in `) As at As at March 31, 2019 March 31, 2018 Sundry Creditors 360,983,519.33 412,858,912.37 Advances from customers 53,286,247.14 65,382,857.00 414,269,766.47 478,241,769.37

NOTE: 2.8 OTHER CURRENT LIABILITIES (Amount in `) As at As at March 31, 2019 March 31, 2018 Current Maturities of Long term debt 52,690,733.00 52,250,155.80 52,690,733.00 52,250,155.80

NOTE: 2.9 SHORT TERM PROVISIONS (Amount in `)

As at As at March 31, 2019 March 31, 2018 Income Tax Payable net of advance tax and TDS 2,989,956.62 18,026,449.31 TDS Payable 2,855,046.00 5,097,114.00 Vat Payable 695,623.00 - Gst Payable 2,379,195.00 245,299.00 Auditors remuneration payable 1,200,000.00 900,000.00 Salary payable 28,442,206.00 27,332,585.00 Expenses Payable 7,773,019.80 2,914,419.00 46,341,086.42 54,515,866.31

(60) NOTE: 2.10 PROPERTY, PLANT AND EQUIPMENT

As at Additions Deletions/ As at April 1, 2018 ` adjustments March 31, 2019 ` ` ` Gross block Land 4,395,818,965.68 4,395,818,965.68 Site Development 3,446,792.00 3,446,792.00 Building 199,865,177.01 4,895,444.00 204,760,621.01 Temple Building 225,361.00 225,361.00 Building- Leasehold 4,985,585.00 4,985,585.00 Plant & Machinery 777,256,446.23 30,237,463.75 - 807,493,909.98 Vehicle (Heavy) 225,107,433.95 1,971,807.00 10,104,400.00 216,974,840.95 Vehicle (Light) 56,463,253.09 17,120,748.00 58,478.00 73,525,523.09 Excavator 178,805,465.45 - 178,805,465.45 Electric Installation 12,565,889.00 962,000.00 13,527,889.00 Computer 9,341,942.47 1,263,865.56 10,605,808.03 Furniture & Fixture 8,435,583.74 921,989.58 9,357,573.32 Office Equipment 18,204,834.14 2,254,663.04 20,459,497.18 Total - Current Period 5,890,522,728.76 59,627,980.93 10,162,878.00 5,939,987,831.69 Total - Previous Year 1,604,050,237.71 4,287,194,951.05 722,460.00 5,890,522,728.76 Depreciation and amortisation Land - - Site Development 3,041,950.21 3,041,950.21 Building 68,212,994.25 10,697,922.94 78,910,917.19 Temple Building 219,932.09 - 219,932.09 Building- Leasehold 3,358,633.97 - 3,358,633.97 Plant & Machinery 447,445,354.24 58,473,168.58 505,918,522.82 Vehicle (Heavy) 188,279,156.43 14,039,407.00 9,538,344.00 192,780,219.43 Vehicle (Light) 40,239,508.41 7,348,559.51 55,555.16 47,532,512.76 Excavator 96,614,591.25 15,781,967.00 112,396,558.25 Electric Installation 9,261,124.17 1,159,919.56 10,421,043.73 Computer 8,197,224.33 930,274.52 9,127,498.85 Furniture & Fixture 5,070,140.49 860,886.11 5,931,026.60 Office Equipment 11,567,786.63 3,490,178.48 15,057,965.11 Total - Current Period 881,508,396.48 112,782,283.70 9,593,899.16 984,696,781.01 Total - Previous Year 757,923,612.31 124,218,090.17 633,306.00 881,508,396.48 Net block Land 4,395,818,965.68 4,395,818,965.68 Site Development 404,841.79 404,841.79 Building 131,652,182.76 125,849,703.82 Temple Building 5,428.91 5,428.91 Building- Leasehold 1,626,951.03 1,626,951.03 Plant & Machinery 329,811,091.99 301,575,387.16 Vehicle (Heavy) 36,828,277.52 24,194,621.52 Vehicle (Light) 16,223,744.68 25,993,010.33 Excavator 82,190,874.20 66,408,907.20 Electric Installation 3,304,764.83 3,106,845.27 Computer 1,144,718.14 1,478,309.18 Furniture & Fixture 3,365,443.25 3,426,546.72 Office Equipment 6,637,047.51 5,401,532.07 Total - Current Period 5,009,014,332.28 4,955,291,050.68 Total - Previous Year 846,126,625.40 5,009,014,332.28

(61) NOTE: 2.11 DEFERRED TAX ASSET (NET) (Amount in `)

As at As at March 31, 2019 March 31, 2018 Deferred tax asset arising on account of : Depreciation 17,242,978.00 14,287,708.00 17,242,978.00 14,287,708.00

NOTE : 2.12 INVENTORIES (Amount in `)

As at As at March 31, 2019 March 31, 2018 Raw materials 1,059,462,582.00 782,536,628.00 Finished goods 160,624,040.00 12,517,526.00 Stock-in-trade ( Residential Plots) 124,494.00 308,074.00 Stores & Spares 40,013,946.63 34,492,472.37 Scrap 392,520.00 392,520.00 1,260,617,582.63 830,247,220.37

NOTE : 2.13 TRADE RECEIVABLES (Amount in `)

As at As at March 31, 2019 March 31, 2018 (Unsecured considered good unless otherwise stated) Over six months: Considered good 58,330,733.74 57,159,385.04 Considered doubtful - - Within six months: Considered good 280,728,233.65 84,692,532.88 Considered doubtful - - 339,058,967.39 141,851,917.92 Less: Bad debts written off - - 339,058,967.39 141,851,917.92 Other Debts - - 339,058,967.39 141,851,917.92

NOTE : 2.14 CASH AND CASH EQUIVALENTS (Amount in `)

As at As at March 31, 2019 March 31, 2018 Cash in hand : 4,341,290.04 2,065,654.55 Haldwani Unit 539,442.46 98,261.91 Bazpur 1,139,155.01 538,513.59 Ajeetpur Unit 263,326.76 255,005.79 Bharatpur Unit 1,266,077.34 128,454.25 Kishanpur Unit 148,927.72 410,655.47 Chorgaliya Unit 34,506.00 428,830.74 Gobra Unit 304,145.75 205,932.80 Bharatpur Unit-II 4,249.00 -

(62) As at As at March 31, 2019 March 31, 2018 Baruabagh unit 641,460.00 - Balance with banks in current account 11,025,570.89 12,288,414.99 With scheduled banks in : Current accounts HDFC Bank, Haldwani 521,782.01 374,337.01 HDFC Bank, Haldwani 983.70 983.70 ICICI Bank, Haldwani 240,001.78 607,352.68 Axis Bank Limited, Haldwani - 202,240.00 Axis Bank Limited, Rudrapur 1,977,209.78 472,568.08 ICICI Bank, Haldwani 330,782.95 161,241.83 Axis Bank Limited, Bazpur 2,032,702.13 1,124,331.37 Axis Bank Limited, Ajeetpur - - State Bank of India, Ajeetpur 11,509.00 8,557.00 State Bank of India (Power Pack), Haldwani 2,471,705.29 43,190,312.33 State Bank of India, RDR 18,207.00 9,505.00 State Bank of India, CA Bharatpur 1,498,183.53 2,344,922.55 State Bank of India, (Murt) Rudrapur 646,115.50 80,330.50 State Bank of India, (Murt) Behat 5,000.00 8,599.00 Punjab National Bank - 53,060.09 ICICI Bank Dehradun 118,637.47 105,413.22 Bank of Baroda 280,492.25 188,770.50 Axis Bank Ltd, Haldwani 805,031.94 100,077.89 Yes Bank Ltd. 66,740.10 (224,334.69) Yes Bank Ltd.. C/A NO. 003181300000140 486.46 486.46 15,366,860.93 14,354,069.54

NOTE : 2.15 SHORT - TERM LOANS AND ADVANCES (Amount in `)

As at As at March 31, 2019 March 31, 2018 (Unsecured, considered good unless otherwise stated) Considered good Deposits 122,279.00 508,217.38 Advances recoverable in cash or in kind or for value to be received Sundry Advances 423,044,407.08 392,767,623.04 Income Tax Refund receivable 2,470,596.00 2,470,596.00 Deposits against Income Tax Appeal 7,500,000.00 - Deposits against VAT Appeal 634,910.00 - Goods & Service Tax 47,815,279.45 5,522,683.06 Prepaid expenses 187,723.00 69,452.00 Deposits 16,383,183.49 49,704,466.81 498,158,378.02 451,043,038.29 Less: Provision for doubtful advances - - 498,158,378.02 451,043,038.29

(63) NOTE : 2.16 REVENUE FROM OPERATIONS (Amount in `) Year Year 2018-19 2017-18 Sale of products Natural and crushed stone grits 3,214,855,235.48 3,322,880,177.44 Sale of land under colonizing activity 1,852,000.00 - Sale of scrap 4,014,378.20 4,045,971.60 3,220,721,613.68 3,326,926,149.04

NOTE : 2.17 OTHER INCOME (Amount in `) Year Year 2018-19 2017-18 Interest : On fixed deposits 576,848.00 2,010,586.00 Others 789,075.53 596,281.75 Profit on sale of Investments 401,718.02 1,850,023.08 Profit on sale of Fixed assets 150,000.00 235,847.00 Sundry balances written off 327,461.87 19,622.03 2,245,103.42 4,712,359.86

NOTE : 2.18 COST OF MATERIAL CONSUMED (Amount in `)

Year Year 2018-19 2017-18 Raw Material Opening stock 782,536,628.00 174,218,819.00 Add : Purchases 2,339,101,944.69 1,842,664,771.72 Less : Closing Stock 1,062,071,089.00 782,536,628.00 2,059,567,483.69 1,234,346,962.72

NOTE : 2.19 CHANGES IN INVENTORIES (Amount in `) Year Year 2018-19 2017-18 Finished goods Opening Stock 12,517,526.00 610,920,147.00 Closing Stock 158,015,533.00 12,517,526.00 (145,498,007.00) 598,402,621.00 Land for sale Opening Stock 308,074.00 308,074.00 Closing Stock 124,494.00 308,074.00 183,580.00 - Scrap Opening Stock 392,520.00 1,713,440.00 Closing Stock 392,520.00 392,520.00 - 1,320,920.00 (145,314,427.00) 599,723,541.00

(64) NOTE : 2.20 EMPLOYEE BENEFITS EXPENSE (Amount in `) Year Year 2018-19 2017-18 Salaries, Wages and Bonus 54,732,547.00 52,013,213.00 Medical Expenses 198,587.00 195,705.00 Staff Welfare 7,666,012.69 7,460,732.52 62,597,146.69 59,669,650.52

NOTE : 2.21 FINANCE COSTS (Amount in `) Year Year 2018-19 2017-18 Interest Expenses On Term Loans/ Vehicle Loans/ Unsecured Loans 5,644,186.00 18,020,287.01 On Working Capital Loans 30,168,556.00 30,266,693.25 Bank Charges 2,837,520.24 3,110,081.44 38,650,262.24 51,397,061.70

NOTE : 2.22 OPERATIONAL & OTHER EXPENSE

Year Year 2018-19 2017-18 Manufacturing Expenses Power & Fuel 83,008,735.55 88,494,580.96 Consumable Stores 245,607,230.81 383,057,480.35 Production Expenses 101,139,276.00 91,119,851.50 Freight Inward 2,659,396.26 4,081,261.12 Total (I) 432,414,638.62 566,753,173.93 Administrative Expenses Books and Periodicals 65,106.00 198,646.00 Directors Remuneration 86,235,012.00 47,760,000.00 Directors Perquisite 3,615,399.00 5,000,000.00 Directors Remuneration to Staff - 1,313,520.00 Travelling and Conveyance 3,315,402.00 2,851,975.00 Postage & Telegram 19,868.00 34,064.00 Printing and Stationery 1,820,221.60 1,359,961.34 Professional Charges 6,761,497.00 8,864,881.00 ROC Charges 132,334.00 45,380.00 Telephone & Mobile Phone Expenses 2,207,943.31 2,218,769.29 Tour & Travelling expenses 3,332,834.82 1,247,744.29 Vehicles Running and Maintenance 2,895,295.29 3,021,203.00 Total (II) 110,400,913.02 73,916,143.92 Selling Expenses Discount ,Commission and Rate Difference 264,488.77 680,237.21 Freight Outward Expenses 120,121,002.34 219,870,259.30 Advertisement Expenses 1,645,952.29 2,773,618.28 Lab Testing expenses - 53,207.00 Total (III) 122,031,443.40 223,377,321.79

(65) NOTE : 2.22 OTHER EXPENSES (Cont.) (Amount in `)

Year Year 2018-19 2017-18 Donation 1,350,000.00 9,940,486.00 CSR Expenses 1,815,838.12 4,603,900.00 Fee & Taxes 46,529,331.00 7,369,785.00 Penalties 2,480,400.00 - Insurance charges 2,264,599.86 2,672,311.97 Rates & Taxes 1,709,080.00 2,262,907.00 Rent 27,288,567.00 26,259,993.00 Repair and Maintenance 18,928,519.40 11,778,333.07 Software Expenses 865,021.94 1,145,762.00 Miscellaneous expenses 5,066,425.82 1,049,690.21 Poojan expenses 85,647.00 225,759.00 Service tax - 57,528.00 Electricity Expenses 757,244.00 1,516,659.50 Provision for Gratuity 4,647,765.00 4,688,874.00 Interest on Vat Assessment 1,373,623.00 - Total (IV) 115,162,062.14 73,571,988.75 Auditors’ Remuneration Audit Fees 1,200,000.00 756,000.00 Others - 144,000.00 Total (V) 1,200,000.00 900,000.00 TOTAL (I+II+III+IV+V) 781,209,057.18 938,518,628.39

NOTE : 2.24 EARNINGS PER SHARE (Amount in `)

Year Year 2018-19 2017-18 Net profit attributable to equity shareholders Profit/(Loss) after tax and prior period items 201,228,393.85 208,052,883.09 Prior period adjustments - - 201,228,393.85 208,052,883.09 Nominal value of equity share (in `) 100.00 100.00 Weighted average number of equity shares (in Nos) 1,239,114.00 3,466,591.00 Basic and Diluted earning/(loss) per share (in `) 162.40 60.02

(66) INDEPENDENT AUDITORS’ REPORT Reporting of key audit matters as per SA 701, Key Audit Matters are not applicable to the Company as it is an To the Members of Lalkuan Stone Crushers India unlisted company. Private Limited Information other than the financial statements and Report on the Audit of Financial Statements auditors’ report thereon

Opinion The Company’s board of directors is responsible for the preparation of the other information. The other information We have audited the accompanying financial statements comprises the information included in the Board’s of Lalkuan Stone Crushers India Private Limited (“the Report including Annexures to Board’s Report, Business Company”), which comprise the Balance Sheet as at 31 Responsibility Report but does not include the financial March 2019, the Statement of Profit and Loss and the statements and our auditor’s report thereon. statement of cash flows for the year then ended, and Our opinion on the financial statements does not cover notes to the financial statements , including a summary of the other information and we do not express any form of the significant accounting policies and other explanatory assurance conclusion thereon. information. In connection with our audit of the financial statements, our In our opinion and to the best of our information and responsibility is to read the other information and, in doing according to the explanations given to us, the aforesaid so, consider whether the other information is materially financial statements give the information required by the inconsistent with the standalone financial statements or Companies Act, 2013 (‘Act’) in the manner so required and our knowledge obtained during the course of our audit or give a true and fair view in conformity with the accounting otherwise appears to be materially misstated. principles generally accepted in India, of the state of affairs If, based on the work we have performed, we conclude that of the Company as at 31 March 2019, and its profit/loss there is a material misstatement of this other information; and cash flows for the year ended on that date. we are required to report that fact. We have nothing to report in this regard. Basis of Opinion Management’s responsibility for the financial We conducted our audit of the standalone financial statements statements in accordance with the Standards on Auditing specified under section 143(10) of the Act The Company’s board of directors are responsible for the (SAs). Our responsibilities under those Standards are matters stated in section 134 (5) of the Act with respect to further described in the Auditor’s Responsibility for the the preparation of these financial statements that give a true Audit of the Standalone Financial Statements section and fair view of the financial position, financial performance of our report. We are independent of the Company in and cash flows of the Company in accordance with the accounting principles generally accepted in India, including accordance with the Code of Ethics issued by the Institute the accounting standards specified under section 133 of of Chartered Accountants of India (ICAI) together with the Act. This responsibility also includes maintenance the ethical requirements that are relevant to our audit of of adequate accounting records in accordance with the the standalone financial statements under the provisions provisions of the Act for safeguarding of the assets of the of the Act and the Rules made thereunder, and we have Company and for preventing and detecting frauds and fulfilled our other ethical responsibilities in accordance other irregularities; selection and application of appropriate with these requirements and the ICAI’s Code of Ethics. We accounting policies; making judgments and estimates that believe that the audit evidence obtained by us is sufficient are reasonable and prudent; and design, implementation and appropriate to provide a basis for our opinion on the and maintenance of adequate internal financial controls, standalone financial statements. that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to Key Audit Matters the preparation and presentation of the financial statement that give a true and fair view and are free from material Key audit matters are those matters that, in our misstatement, whether due to fraud or error. professional judgment, were of most significance in our audit of the financial statements of the current period. In preparing the financial statements, management These matters were addressed in the context of our audit is responsible for assessing the Company’s ability to of the financial statements as a whole, and in forming our continue as a going concern, disclosing, as applicable, opinion thereon, and we do not provide a separate opinion matters related to going concern and using the going on these matters. concern basis of accounting unless management either intends to liquidate the Company or to cease operations,

(67) or has no realistic alternative but to do so. of the going concern basis of accounting and, based on the audit evidence obtained, whether a material The board of directors are also responsible for overseeing uncertainty exists related to events or conditions that the Company’s financial reporting process. may cast significant doubt on the Company’s ability Auditor’s responsibilities for the audit of the financial to continue as a going concern. If we conclude that statements a material uncertainty exists, we are required to draw attention in our auditor’s report to the related We communicate with those charged with governance disclosures in the financial statements or, if such regarding, among other matters, the planned scope and disclosures are inadequate, to modify our opinion. Our timing of the audit and significant audit findings, including conclusions are based on the audit evidence obtained any significant deficiencies in internal control that we up to the date of our auditor’s report. However, future identify during our audit. events or conditions may cause the Company to cease to continue as a going concern. We also provide those charged with governance with a statement that we have Our objectives are to obtain • Evaluate the overall presentation, structure and content reasonable assurance about whether the financial of the financial statements, including the disclosures, statements as a whole are free from material misstatement, and whether the financial statements represent the whether due to fraud or error, and to issue an auditor’s underlying transactions and events in a manner that report that includes our opinion. Reasonable assurance is achieves fair presentation. a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect We communicate with those charged with governance a material misstatement when it exists. Misstatements regarding, among other matters, the planned scope and can arise from fraud or error and are considered material timing of the audit and significant audit findings, including if, individually or in the aggregate, they could reasonably any significant deficiencies in internal control that we be expected to influence the economic decisions of users identify during our audit. taken on the basis of these financial statements. We also provide those charged with governance As part of an audit in accordance with SAs, we exercise with a statement that we have complied with relevant professional judgment and maintain professional ethical requirements regarding independence, and skepticism throughout the audit. We also: to communicate with them all relationships and other matters that may reasonably be thought to bear on our • Identify and assess the risks of material misstatement of independence, and where applicable, related safeguards. the financial statements, whether due to fraud or error, From the matters communicated with those charged with design and perform audit procedures responsive to governance, we determine those matters that were of most those risks, and obtain audit evidence that is sufficient significance in the audit of the financial statements of the and appropriate to provide a basis for our opinion. The current period and are therefore the key audit matters. We risk of not detecting a material misstatement resulting describe these matters in our auditor’s report unless law from fraud is higher than for one resulting from error, or regulation precludes public disclosure about the matter as fraud may involve collusion, forgery, intentional or when, in extremely rare circumstances, we determine omissions, misrepresentations, or the override of that a matter should not be communicated in our report internal control. because the adverse consequences of doing so would reasonably be expected to outweigh the public interest • Obtain an understanding of internal control relevant benefits of such communication. to the audit in order to design audit procedures that are appropriate in the circumstances. Under section Report on Other Legal and Regulatory Requirements 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether 1. As required by the Companies (Auditor’s Report) the company has adequate internal financial controls Order, 2016 (“the Order”) issued by the Central system in place and the operating effectiveness of Government of India in terms of sub-section (11) of such controls section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 • Evaluate the appropriateness of accounting policies and 4 of the order. used and the reasonableness of accounting estimates and related disclosures made by management. 2. As required by Section 143(3) of the Act, we report that: • Conclude on the appropriateness of management’s use

(68) a) We have sought and obtained all the information g) with respect to the other matters to be included in and explanations which to the best of our the Auditor’s Report in accordance with Rule 11 of knowledge and belief were necessary for the the Companies (Audit and Auditors) Rules, 2014, purposes of our audit. in our opinion and to the best of our information and according to the explanations given to us: b) In our opinion proper books of account as required by law have been kept by the Company so far as it a. The Company does not have any pending appears from our examination of those books; litigations which would impact its financial position; c) The balance sheet, and the statement of profit and loss dealt with by this Report are in agreement b. The Company did not have any long-term with the books of account; contracts including derivative contracts for which there were any material foreseeable d) In our opinion, the aforesaid financial statements losses; and comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of c. There has been no delay in transferring the Companies (Accounts) Rules, 2014; amounts, required to be transferred, to the Investor Education and Protection Fund by the e) On the basis of the written representations Company. received from the directors as on 31 March 2019 taken on record by the Board of Directors, none of For Sharda & Sharda LLP the directors is disqualified as on 31 March 2019 Firm’s Registration No. – 005629C/C400002 from being appointed as a director in terms of Chartered Accountants Section 164 (2) of the Act; f) Since the Company’s turnover as per last audited Sd/- financial statements is less than Rs.50 Crores and Per Mohak Sharda its borrowings from banks and financial institutions Partner at any time during the year is less than Rs.25 Membership No. 523012 Crores, the Company is exempted from getting an UDIN: 19523012AAAADM5241 audit opinion with respect to the adequacy of the internal financial controls over financial reporting Haldwani of the company and the operating effectiveness July 26, 2019 of such controls vide notification dated June 13, 2017; and

(69) LALKUAN STONE CRUSHERS INDIA PRIVATE LIMITED BALANCE SHEET as at March 31 , 2019 (Amount in `) Note As at As at No. March 31, 2019 March 31, 2018 EQUITY AND LIABILITIES Shareholders’ funds Share capital 2.1 100,000.00 100,000.00 Reserves and surplus 2.2 (84,611.00) (162,949.00) 15,389.00 (62,949.00) Share application money pending allotment - - Non-current liabilities Long - term borrowings 2.3 77,000.00 72,000.00 Deferred tax liabilities (Net) - - 77,000.00 72,000.00 Current liabilities Trade payables 2.4 900.00 1,300.00 Short-term provisions 2.5 15,073.00 - Other Current Liabilities - - 15,973.00 1,300.00 108,362.00 10,351.00 ASSETS Non-current assets Fixed Assets Tangible assets - - Non-current Investment - - Long-term loans and advances - - Other non-current assets - - - - Current assets Current Investments - - Inventories - - Trade receivables - - Cash and cash equivalents 2.6 93,289.00 10,351.00 Short-term loans and advances 2.7 15,073.00 - Other Current Assets - - 108,362.00 10,351.00 108,362.00 10,351.00 Notes are an integral part of financial statements. As per our report of even date For Sharda & Sharda LLP For and on behalf of the board of directors of Firm’s Registration No.- 005629C/C400002 Lalkuan Stone Crushers India Private Limited Chartered Accountants CIN : U14200UR2012PTC000511

Sd/- Sd/- Sd/- per Mohak Sharda Saurabh Agarwal Abhishek Agarwal Partner Director Director Membership no. 523012 DIN : 00657185 DIN : 01319670 UDIN: 19523012AAAADM5241 Haldwani July 26, 2019

(70) LALKUAN STONE CRUSHERS INDIA PRIVATE LIMITED STATEMENT OF PROFIT AND LOSS as at March 31 , 2019 (Amount in `) Note Year Year No. 2018-19 2017-18 INCOME Revenue from operations 80,000.00 - Other incomes - - TOTAL REVENUE (I) 80,000.00 - EXPENSES Cost of materials consumed - - Changes in inventories of finished goods , WIP and SIT - - Administrative Expenses - - Other expenses 2.8 1,662.00 649.00 TOTAL EXPENSE (II) 1,662.00 649.00 Earnings before interest, tax, depreciation 78,338.00 (649.00) and amortisation (EBITDA) (I) - (II) Depreciation & amortization expense - - Finance costs 2.9 - - Profit/(Loss) before tax 78,338.00 (649.00) Tax Expense Less :- Provision For Income Tax 15,073.00 - Add : MAT Credit Entitlement 15,073.00 Less :- Income Tax (Earlier Year) - - Deferred tax - - Profit/(Loss) after tax and prior period items 78,338.00 (649.00) Surplus carried to Balance Sheet 78,338.00 (649.00) Earning/(Loss) per share 2.9 Basic 7.83 (0.06) Notes are an integral part of financial statements.

As per our report of even date For Sharda & Sharda LLP For and on behalf of the board of directors of Firm’s Registration No.- 005629C/C400002 Lalkuan Stone Crushers India Private Limited Chartered Accountants CIN : U14200UR2012PTC000511

Sd/- Sd/- Sd/- per Mohak Sharda Saurabh Agarwal Abhishek Agarwal Partner Director Director Membership no. 523012 DIN : 00657185 DIN : 01319670 UDIN: 19523012AAAADM5241 Haldwani July 26, 2019

(71) 1. Significant accounting policies 1.5 Expenditure 1.1 Basis of preparation All expenses have been accounted for on accrual basis as per the management policy except petty The financial statements are prepared under expenses for which the details are not readily historical cost convention on an accrual basis, available. in accordance with the generally accepted accounting principles in India issued by the 1.6 Taxation Institute of Chartered Accountants of India. The provision of Income Tax liability has not been 1.2 Use of estimates made since the same is dealt with separately under the individual capital accounts of the Partners. The preparation of financial statements in However, taxes deposited as advance tax/ TDS/ conformity with generally accepted accounting TCS have been shown as advances till the final principles requires management to make estimates adjustment. and assumptions that affect the reported amounts of assets and liabilities and the disclosure of 1.7 Investments contingent assets and liabilities on the date of the financial statements and the results of Investments that are readily realizable and intended operations during the reporting periods. Although to be held for not more than a year are classified these estimates are based upon management’s as current investments. All other investments are knowledge of current events and actions, actual classified as long-term investments. results could differ from those estimates and revisions, if any, are recognized in the current and Long term investments are stated at cost. Provision future periods. is made for diminution in the value of long-term investments to recognize a decline, if any, other 1.3 Property, plant & Equipment and depreciation than temporary in nature. Tangible assets are stated at cost of acquisition Current Investments are valued at the lower of less depreciation. Cost comprises the purchase cost or fair market value. price and any attributable cost of bringing the asset to its working condition for its intended use. 1.8 Inventories Company does not hold any depreciable assets. Inventory is valued at cost or net realizable value, whichever is lower. 1.4 Revenue Recognition Company does not hold Inventories. Revenue from sale: Related party disclosures as required in Accounting Revenue from sale is recognized when the Standard 18 significant risks and rewards of ownership of the goods have passed to the buyer i.e. on delivery of i. Key Management Personnel goods to customers net of returns and discounts. • Abhishek Agrawal Others: • Saurabh Agrawal Income from interest is accounted for when the right to receive the interest is established.

Particulars Key Management Holding Company/ Relatives of key Enterprises over which KMP & their Personnel (KMP) Fellow Subsidiary management Personnel relatives have control

2019 2018 2019 2018 2019 2018 2019 2018

Unsecured Loan From

Abhishek Agrawal 30,000.00 30,000.00 Saurabh Agrawal 30,000.00 30,000.00 LSC Infratech Ltd. 12,000.00 11,000.00

(72) NOTE: 2.1 SHARE CAPITAL (Amount in `) As at As at March 31, 2019 March 31, 2018 Authorised (10,000 Equity shares of ` 10/- each) 100,000.00 100,000.00 100,000.00 100,000.00 Issued, Subscribed and paid up (10,000 Equity Shares of ` 10/- Each Fully Paid Up, previous Year 10,000) 100,000.00 100,000.00 100,000.00 100,000.00

(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Equity shares

As at 31 March 2019 As at 31 March 2018 No. Amount (`) No. Amount (`) At the beginning of the period 10,000 100,000.00 10,000 100,000.00 Issued during the period - - - - Outstanding at the end of the period 10,000 100,000.00 10,000 100,000.00

(b) Terms/ rights attached to equity shares The company has only one class of equity shares having par value of `10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(c) Details of shareholders holding more than 5% shares in the company Name of the shareholder As at 31 March 2019 As at 31 March 2018 No. of shares % holding No. of shares % holding Equity shares of `10 each fully paid Saurabh Agarwal 5,000 50.00% 5,000 50.00% Abhishek Agarwal 5,000 50.00% 5,000 50.00% As per records of the company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

NOTE : 2.2 RESERVES AND SURPLUS (Amount in `) As at As at March 31, 2019 March 31, 2018 Surplus As per profit and loss account (162,949.00) (162,300.00) Less : Loss in the current year 78,338.00 (649.00) (84,611.00) (162,949.00)

NOTE: 2.3 UNSECURED LOANS (Amount in `) As at As at March 31, 2019 March 31, 2018 From Director & Intercorporate loan 77,000.00 72,000.00 77,000.00 72,000.00

(73) NOTE: 2.4 TRADE PAYABLE (Amount in `) As at As at March 31, 2019 March 31, 2018 Shashi Kant Gupta 900.00 1,300.00 LSC Infratech Ltd - - 900.00 1,300.00

NOTE: 2.5 SHORT TERM PROVISIONS (Amount in `) As at As at March 31, 2019 March 31, 2018 Expenses Payable - ROC - - Provision For Income Tax 15,073.00 15,073.00 -

NOTE : 2.6 CASH AND CASH EQUIVALENTS (Amount in `) As at As at March 31, 2019 March 31, 2018 Cash in hand 80,000.00 - Bank balance With scheduled banks in : SBI A/c No.- 623693 13,289.00 10,351.00 93,289.00 10,351.00

NOTE : 2.7 SHORT TERM LOANS & ADVANCES (Amount in `) As at As at March 31, 2019 March 31, 2018 MAT Credit Entitlement for AY 2019-2020 15,073.00 - 15,073.00 - NOTE : 2.8 OTHER EXPENSES (Amount in `) Year Year 2018-19 2017-18 Bank Charges 1,062.00 649.00 ROC Expenses 600.00 - 1,662.00 649.00

NOTE : 2.9 FINANCE COSTS (Amount in `) Year Year 2018-19 2017-18 Bank Charges - - - -

NOTE : 2.10 EARNINGS PER SHARE Year Year 2018-19 2017-18 Net profit attributable to equity shareholders Profit/(Loss) after tax and prior period items 78,338.00 (649.00) Prior period adjustments - - 78,338.00 (649.00) Nominal value of equity share (in `) 10 10 Weighted average number of equity shares (in Nos) 10,000 10,000 Basic and Diluted earning/(loss) per share (in `) 7.83 (0.06)

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