AMRIT CORP. LIMITED Regd. Office: CM/28-C (Fir Floor), Gagan Enclave, Amrit Nagar, G.T.Road, Ghaziabad 201 009 (U.P.) NOTICE Dear Shareholders Notice Pursuant to Section 192A of e Companies Act, 1956 read wi e Companies (Passing of e Resolution by Poal Ballot) Rules, 2011. Pursuant to e provisions of Section 293(1)(a) of e Companies Act, 1956, sale, lease or oerwise disposal of e whole or subantially e whole of e undertaking of e company or where e company owns more an one undertaking, of e whole or subantially e whole of any such undertaking, requires e approval of e shareholders by way of an Ordinary Resolution. Your Company is e legal and beneficial owner and regiered proprietor of e Trademark 'Gagan', bearing No. 301001 regiered under Class 29, and its variants and copyrights for use in hydrogenated vegetable oil and edible refined oils (hereinafter referred to as e Trademark ). The said trademark has been licensed for use to Amrit Banaspati Company Ltd. having its Regiered Office at Main Patiala Chandigarh Road, Rajpura 140 401 (Pb.) (hereinafter referred to as ABCL ), which is engaged in e business of manufacturing and/or marketing and diribution of vanaspati, refined and filtered edible oils, bakery shortening, table margarine, speciality fats, salt and soya nuggets (hereinafter referred to as Edible Oils Business ). ABCL is desirous of transferring/selling e said Edible Oils Business as a whole on a slump sale basis and as a going concern. The said Trademark is an integral part of e said Edible Oils Business. Your Company is, accordingly, desirous of assigning to e purchaser e said Trademark by way of transfer/sale and, erefore, your Company is seeking your consent for e proposal to assign e said Trademark by way of transfer/sale, as contained in e Ordinary Resolution appended below. The transfer/sale of e said Trademark may be deemed to be disposal of e whole or subantially e whole of e undertaking of e Company wiin e meaning of Section 293(1)(a) of e Companies Act, 1956. The explanatory atement pertaining to e said resolution setting-out all material facts and e reasons for which such resolution is proposed, is also annexed. As per Section 192A of e companies Act, 1956 read wi e Companies (Passing of e Resolution by Poal Ballot) Rules, 2011, e consent of e shareholders for e above purpose is required to be obtained by means of poal ballot. Accordingly, e draft ordinary resolution and e explanatory atement pertaining to e said resolution setting out material facts and e reasons for which such resolution is proposed, are being sent to you along wi a Poal Ballot Form for your consideration. The Company has appointed Mr. Baldev Singh Kashtwal, Practicing Company Secretary, as e Scrutinizer for conducting e poal ballot process in a fair and transparent manner. You are requeed to read carefully e inructions printed on e Poal Ballot Form and return e said form duly completed and signed in e attached self-addressed poage prepaid envelope so as to reach e Scrutinizer on or before e close of working hours on Friday, e 27 day of January, 2012. The Scrutinizer, after completion of scrutiny, will submit his Report to e Chairman & Managing Director of e Company. The results of e Poal Ballot will be announced on 1 February, 2012 at 11 a.m. at e Regiered Office of e Company at CM/28-C (Fir Floor), Gagan Enclave, Amrit Nagar, G.T.Road, Ghaziabad 201 009 (U.P.) and will be placed on e Notice Board and website of e Company and published rough press advertisements. ORDINARY RESOLUTION 1. To consider and if ought fit, to pass wi or wiout modifications, e following resolution as an ORDINARY RESOLUTION: RESOLVED THAT pursuant to e provisions of Section 293(1)(a) and Section 192A of e Companies Act, 1956 read wi e Companies (Passing of e Resolution by Poal Ballot) Rules, 2011 and oer applicable
provisions, if any, of e Companies Act, 1956 and e Memorandum & Articles of Association of e Company, and subject to such oer permissions and approvals to e extent applicable or necessary, consent of e Company be and is hereby accorded to e Board of Directors of e Company to assign by way of transfer/sale e Trademark 'Gagan' bearing No. 301001 regiered under Class 29 and its variants and copyrights for use in hydrogenated vegetable oil and edible refined oils (hereinafter referred to as e Trademark ), which has been licensed for use to Amrit Banaspati Company Ltd. (ABCL) and is an integral part of e Edible Oils Business of ABCL being transferred by it on slump sale basis and as a going concern, to M/s Bunge India Pvt. Ltd., for a consideration of Rs. 104.50 Crores on e terms and conditions set out in e Memorandum of Underanding and Deed of Assignment and wi effect from such date as e Board of Directors may ink fit. RESOLVED FURTHER THAT e Board of Directors of e Company (which may include a committee of directors conituted for is purpose) be and is hereby auorized to complete e transfer/sale of e said Trademark wi powers to e Board of Directors to finalize and execute Memorandum of Underanding and Deed of Assignment and oer necessary documents, including agreements and oer documents and to do all such oer acts, deeds, matters and ings as may be deemed necessary and expedient in eir discretion for completion of e transfer/sale of e said Trademark. RESOLVED FURTHER THAT e Board of Directors be and is hereby auorized to delegate all or any of e powers herein conferred in such manner as ey may deem fit. Regd. Office: CM/28-C (Fir Floor), Gagan Enclave, Amrit Nagar, G.T.Road, Ghaziabad 201 009 (U.P.) Dated : December 21, 2011 By Order of e Board For AMRIT CORP. LTD. P. K. DAS Company Secretary NOTES : 1. An Explanatory Statement pursuant to Section 173(2) read wi Section 192A of e Companies Act, 1956 in respect of e business set-out as above, is annexed hereto. 2. Pursuant to e provisions of section 192A of e Companies Act, 1956 read wi e Companies (Passing of e Resolution by Poal Ballot) Rules, 2011, e assent or dissent of e members of e Company in respect of e resolution contained in e Poal Ballot Notice dated 21 December, 2011 shall be determined rough poal ballot. 3. The Board of Directors has appointed Mr. Baldev Singh Kashtwal, Practicing Company Secretary, as Scrutinizer for conducting e poal ballot process in a fair and transparent manner. The poal ballot form and e selfaddressed reply envelope are enclosed for use of e members. 4. Voting right shall be reckoned on e paid-up value of e equity shares regiered in e name of e members as on 23rd December, 2011 ('cut-off date') and anyone who has become a shareholder on or before e cut-off date and has not received poal ballot form, may reque for a duplicate/fresh poal ballot form from e Company and vote on e resolution by poal ballot. Voting rights shall be in proportion to e paid-up equity share capital of e Company. 5. A member desirous to exercise vote by poal ballot may complete e poal ballot form in all respects and send it to e Scrutinizer in e attached self addressed business reply envelope. Poage will be borne and paid by e Company. However, envelopes containing poal ballot form deposited in person or sent by courier at e expense of e member, will also be accepted. The enclosed poage pre-paid self-addressed envelope containing e poal ballot should reach e Scrutinizer not later an e close of working hours on 27 January, 2012. 6. The Scrutinizer will submit his report to e Chairman & Managing Director of e Company after completion of e scrutiny and e results of e poal ballot shall be announced on 1 February, 2012 at e Regiered Office of e Company at CM/28-C (Fir Floor), Gagan Enclave, Amrit Nagar, G.T.Road, Ghaziabad 201 009 (U.P.) and will be placed on e Notice Board and website of e Company. The result will also be informed to e ock exchanges and published rough press advertisements. Members who wish to be present at e time of declaration of results, may do so at e above venue. 7. The date of declaration of e Poal Ballot result will be taken to be e date of passing of e resolution proposed in e Notice.
8. The Memorandum of Underanding and Deed of Assignment referred to in e accompanying Notice and e Explanatory Statement is open for inspection at e Regiered Office of e Company between 11.00 a.m. to 2.00 p.m. on all working days upto 27 January, 2012. 9. Mr.Ashwini Kumar Bajaj, Managing Director and Mr. P.K. Das, Company Secretary, are e officers auorized to ensure smoo conduct of e poal ballot process. Members requiring any clarifications may contact any of em. 10. Members are requeed to carefully read e inructions printed on e backside of e poal ballot form before exercising eir vote. EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956 AND REASONS FOR PROPOSING ORDINARY RESOLUTION UNDER SECTION 293(1)(a) OF THE COMPANIES ACT, 1956 FOR TRANSFER/SALE OF COMPANY'S 'GAGAN' TRADEMARK Your Company is e legal and beneficial owner and regiered proprietor of e Trademark 'Gagan', bearing No. 301001 regiered under Class 29, and its variants and copyrights for use in hydrogenated vegetable oil and edible refined oils (hereinafter referred to as e Trademark ). The said Trademark has been licensed for use to Amrit Banaspati Company Ltd. having its Regiered Office at Main Patiala Chandigarh Road, Rajpura 140 401 (Pb.) (hereinafter referred to as ABCL ), for which ABCL pays a royalty of 0.50% of e gross turnover of e products in which e said Trademark is used. ABCL is engaged in e business of manufacturing and/or marketing and diribution of vanaspati, refined and filtered edible oils, bakery shortening, table margarine, speciality fats, salt and soya nuggets (hereinafter referred to as Edible Oils Business ). ABCL is a leading player in branded edible oil segment in Nor India wi leadership position in markets like Punjab, Chandigarh, Himachal Pradesh, Haryana and Jammu & Kashmir. The said Trademark is an integral part of e Edible Oils Business of ABCL. As part of a rategic review, ABCL decided to appoint M/s Alpen Capital India Private Ltd., (hereinafter referred to as Alpen ), to explore possible opportunities by way of joint venture, technical collaboration, inducting rategic partner and/or partially or fully exiting e business. Alpen is a Category 1 Merchant Bankers regiered wi Securities and Exchange Board of India and is part of Bank Sarasin Group. Bank Sarasin is one of e leading private banks based out of Basel in Switzerland wi presence in over 20 Countries and asset under management of over US$ 100 billion. Bank Sarasin is lied on e SIX Swiss Exchange and has a market capitalization of over CHF 2.1 billion. Alpen, after several rounds of discussions wi e management of ABCL and evaluating numerous proposals from domeic and international players in e Edible Oil Indury, advised ABCL at exiting e Edible Oil Business will be e mo optimum future rategy in terms of preserving and enhancing shareholders' value. After an extensive negotiation and several rounds of discussions wi potential buyers, Alpen shortlied M/s Bunge India Private Ltd. (hereinafter referred to as Bunge ) and advised ABCL to consider Bunge's proposal to purchase e Edible Oil Business of e Company as a whole undertaking on a slump sale basis and as a going concern. ABCL has decided to accept e offer of Bunge. Bunge is a leading global agribusiness and food company wi approximately 32,000 employees in over 30 countries. In India, Bunge has been present for more an 10 years and has manufacturing capacities in Trichy in Tamil Nadu and Bundi in Rajahan. Its consumer brands in India are Dalda, Maerline and Chambal. The said Trademark being an integral part of e said Edible Oils Business of ABCL, Bunge has also offered to purchase e same by way of assignment to it for a consideration of Rs. 104.50 Crores. The said consideration is wiin e range of valuation computed by Messrs. SSPA & Co., Chartered Accountants, Mumbai, which valued e 'Gagan' brand in e range of Rs.95.66 crores and Rs.107.90 crores. Besides Gagan Trademark regiered under Class 29 for use in hydrogenated vegetable oil and edible refined oils, e Company has also regiered Gagan trademark and its variants under Class 29 for Milk. It has been agreed wi Bunge at e Company will continue to use e said Gagan trademark for its Milk business in e same yle as being currently used subject to e Company initiating e process of transition from Gagan to a new brand after two (2) years and completely phasing out e use of e said Gagan trademark in its milk business wiin a period of four (4) year from e date of Deed of Assignment. After orough evaluation of e valuation report and oer relevant & material considerations, your directors in e meeting of e Board of Directors of e Company held on December 21, 2011 unanimously decided to accept e proposal given by Bunge for purchase of Gagan Trademark for e consideration given above on e terms and conditions set out in e Memorandum of Underanding and Deed of Assignment to be executed between e Company and Bunge, subject to e approval from e shareholders of e Company under Section 293(1)(a) of e Companies Act, 1956.
Your directors feel at e transfer of Gagan Trademark to Bunge will be e be option as Bunge is also purchasing e entire Edible Oils Business of ABCL. Bunge has an excellent reputation for quality and be practices and financial reng and global expertise to expand and maintain e leadership position of Gagan and oer brands in Nor India and to possibly extend ese brands as household names in e re of India. The Board of Directors is satisfied at it would be in e be intere of e Company to assign 'Gagan' Trademark by way of transfer/sale to Bunge as referred to in e Ordinary Resolution. The Board of Directors of e Company accordingly recommends e Ordinary Resolution for approval by e members. The Directors of e Company may be deemed to be concerned or intereed in e resolution as set out in e Notice pursuant to Section 192A of e Companies Act, 1956 to e extent of shares held by em in e Company. Regd. Office: CM/28-C (Fir Floor), Gagan Enclave, Amrit Nagar, G.T.Road, Ghaziabad 201 009 (U.P.) Dated : December 21, 2011 By Order of e Board For AMRIT CORP. LTD. P. K. DAS Company Secretary
AMRIT CORP. LIMITED POSTAL BALLOT FORM (Please read e inructions printed overleaf carefully before completing is form) Sl.No. 1. Name & Regiered Address of e Sole/ Fir named Member 2. Name(s) of e Joint Member(s), if any 3. Regiered Folio No./DP ID No. & Client ID No.* (*Applicable to Members holding shares in Dematerialized Form) 4. Number of shares held 5. I / We hereby exercise my / our vote in respect of e Ordinary Resolution to be passed rough Poal Ballot for e business ated in e Notice of e Company dated 21.12.2011by sending my / our assent or dissent to e said Resolution, by placing e tick mark ( ü ) at e appropriate box below:- Description of e No. of Shares I/We assent I/We dissent to AMRITCORPLIMITEDAMRITCORPLIMITEDAMRITCORPLIMITEDAMRITCORPLIMI Resolution TEDAMRITCORPLIMITEDAMRITCORPLIMITED e resolution e resolution AMRITCORPLIMITEDAMRITCORPLIMITEDAMRITCORPLIMITEDAMRITCORPLIMITED AMRITCORPLIMITEDAMRITCORPLIMITED (FOR) (AGAINST) Ordinary Resolution under Section 293(1)(a) of e Companies Act, 1956 for assignment by way of transfer/sale of 'Gagan' Trademark.. Date : (Signature of e Shareholder) Place : Notes : La date for receipt of e Poal Ballot Form by e Scrutinizer is 27 January, 2012. Regd. Office: CM - 28C, Fir Floor,Gagan Enclave, Amrit Nagar, G.T. Road, Ghaziabad -201009 (U.P ) INSTRUCTIONS 1. A member desirous to exercise vote by Poal Ballot may complete is Poal Ballot Form in all respects and send it to e Scrutinizer in e attached self addressed poage pre-paid envelope. However, envelopes containing Poal Ballot Form deposited in person or sent by courier at e expense of e Member will also be accepted. No oer form or photocopy of e Poal Ballot will be permitted. 2. The self-addressed envelope bears e poal address of e Scrutinizer appointed by e Board of Directors of e Company. 3. The Poal Ballot Form should be completed and signed by e member (as per specimen signature regiered wi e Company or furnished by National Securities Depository Limited / Central Depository Services (India) Limited, in respect of shares held in e physical form or dematerialized form respectively). In case shares are jointly held, is form should be completed and signed by e fir named member and in his/her absence, by e next named member. Unsigned Poal Ballot Form will be rejected. The exercise of vote by Poal Ballot is not permitted rough proxy. 4. Where e poal ballot form has been signed by an auorized representative of a body corporate, a certified copy of e relevant auorization to vote on e Poal Ballot should accompany e poal ballot form. A member may sign e form rough an Attorney appointed specifically for is purpose, in which case an atteed true copy of e Power of Attorney should be attached to e poal ballot form. 5. A shareholder need not use all his votes nor does he need to ca all his votes in e same way. 6. Duly Completed Poal Ballot Form should reach e Scrutinizer not later an e close of working hours on Friday, e 27 January, 2012. Poal Ballot Forms received after e said date will be treated as if e reply from such member has not been received and shall not be counted for e purposes of passing of e resolution. 7. A shareholder may reque for a duplicate poal ballot form, if so required. However, e duly filled in duplicate poal ballot form should reach e Scrutinizer not later an e date specified at item 6 above. 8. The voting shall be reckoned in proportion to a member's share of e paid-up Share capital of e rd Company as on 23 December, 2011. 9. Shareholders are requeed not to send any oer paper along wi e Poal Ballot Form in e enclosed self-addressed poage prepaid envelopes in as much as all such envelopes will be sent to e Scrutinizer and if any extraneous paper is found in such envelope, e same would not be considered and would be deroyed by e Scrutinizer. 10. A tick ( ü) mark should be placed in e relevant box signifying assent/ dissent for e resolution, as e case may be, before mailing e Poal Ballot Form. Incomplete, unsigned, improperly or incorrectly tick ( ü) marked Poal Ballot Form will be rejected. Poal Ballot Form bearing tick marks in bo e columns will render e Poal Ballot Form invalid.