Astral : NCLT/ Court Convened Meeting

ASTRAL LIMITED

(Formerly known as Astral Poly Technik Limited)

CIN: L25200GJ1996PLC029134

Registered Office: 207/1, "Astral House", B/h Rajpath Club, off S.G.Highway, Ahmedabad-380059.

Tel. No. : [phone], Fax No. : [phone]

Website:www.astralpipes.com; E-mail:[e-mail]

NOTICE OF THE MEETING OF THE EQUITY SHAREHOLDERS OF ASTRAL LIMITED

CONVENED BY HON'BLE NATIONAL COMPANY LAW TRIBUNAL

MEETING DETAILS:

Day	Friday
Date	1st April, 2022
Time	11:00 a.m. (IST)
Venue	Through Video Conference / Other Audio-Visual Means
REMOTE E-VOTING PERIOD:
Start Date	Monday, 28th March, 2022 at 9:00 a.m. (IST)
Last Date	Thursday, 31st March, 2022 at 5:00 p.m. (IST)

Sr. No.	Contents	Page No.
1.	Notice convening meeting of the equity shareholders (which includes Public Shareholders) of Astral Limited	03
	("Applicant Transferee Company" or "Astral") pursuant to Order dated 16th February, 2022 and 23rd February,
	2022 of the Hon'ble National Company Law Tribunal, Ahmedabad Bench.
2.	Explanatory Statement under Section 230 read with 232 of the Companies Act, 2013 read with Rule 6 of	11
	the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Section 102 and other
	applicable provisions of the Companies Act, 2013.
3	Annexure A	33
	Scheme of Amalgamation ('Scheme') of Resinova Chemie Limited and Astral Biochem Private Limited with
	Astral Limited and their respective shareholders and creditors under sections 230 read with section 232 of the
	Companies Act, 2013.
4	Annexure B	66
	Valuation Report dated 11th November, 2021 issued by Y.K Mehta & Associates, Chartered Accountants, a
	Registered Valuer.
5	Annexure C	77
	Fairness Opinion dated 11th November, 2021 issued by Vivro Financial Services Pvt. Ltd, Merchant Banker.
6	Annexure D	89
	Observation Letters dated 29th December, 2021 from BSE Limited ('BSE') and dated 29th December, 2021 from
	the National Stock Exchange of India Limited ('NSE') conveying No Objection for filing the Scheme with the
	Ahmedabad Bench of Hon'ble National Company Law Tribunal.
7	Annexure E	93
	Complaints Report dated 19th November, 2021 submitted by the Astral Limited to BSE and NSE.
8	Annexure F	97
	Report adopted by the Board of Directors of the Astral Limited, Resinova Chemie Limited and Astral Biochem
	Private Limited explaining effect of the Scheme on each class of shareholders, key managerial personnel,
	promoters and non-promoter shareholders, laying out in particular the share entitlement ratio.
9	Annexure G	105
	Unaudited financial results of the Astral Limited and condensed audited financial statements of Resinova
	Chemie Limited and Astral Biochem Private Limited as on 30th September, 2021.
10	Annexure H	141
	The applicable information of Resinova Chemie Limited and Astral Biochem Private Limited in the format
	specified for abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of
	India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

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THE NATIONAL COMPANY LAW TRIBUNAL,

AHMEDABAD BENCH

C A (CAA) NO 8 of 2022

	In the matter of the Companies Act, 2013;
	AND
	In the matter of Sections 230 to 232 and other applicable provisions
	of the Companies Act, 2013;
	AND
	In the matter of Scheme of Arrangement involving amalgamation of
	Resinova Chemie Limited and Astral Biochem Private Limited with
	Astral Limited.
Astral Limited
(CIN: L25200GJ1996PLC029134)
A company incorporated under the provisions of Companies
Act, 1956 and having its registered office at 'Astral House',
207/1, Behind Rajpath Club, Off. S. G. Highway, Ahmedabad
380059 in the State of Gujarat............................................................................................................................	Applicant Transferee Company

NOTICE CONVENING THE MEETING OF EQUITY SHAREHOLDERS OF ASTRAL LIMITED

To,

The Equity Shareholders of Astral Limited

TAKE NOTICE that by an order dated 16th February, 2022 and 23rd February, 2022 the Ahmedabad Bench of the National Company Law Tribunal ("NCLT" or "Tribunal") has directed a meeting to be held of Equity Shareholders of Astral Limited ("Astral" or " the Company") for the purpose of considering, and, if thought fit, approving, with or without modification, the Scheme of Amalgamation of Resinova Chemie Limited and Astral Biochem Private Limited with Astral Limited and their respective Shareholders and Creditors.

TAKE FURTHER NOTICE THAT in pursuance of the said order and as directed therein further notice is hereby given that the meeting of Equity Shareholders of Astral Limited will be held on Friday, 1st April, 2022 at 11:00 a.m. IST through Video Conference ("VC")/Other AudioVisual Means ("OAVM") ("Meeting") in compliance with the applicable provisions of the Companies Act, 2013 ("Companies Act"); General Circulars No. 14/2020 dated 8th April 2020; No. 17/2020 dated 13th April 2020; No. 22/2020 dated 15th June 2020; No. 33/ 2020 dated 28th September 2020; No. 39/2020 dated 31st December 2020 and No. 10/2021 dated 23rd June 2021; No. 20/2021 dated 8th December, 2021 issued by the Ministry of Corporate Affairs, Government of India (collectively referred to as the "MCA Circulars") and pursuant to order dated 16th February, 2022 and 23rd February, 2022 passed by National Company Law Tribunal, the said Equity Shareholders are requested to attend the meeting, the following resolution will be considered and if thought fit, be passed, with or without modification(s) :

"RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), the National Company Law Tribunal Rules, 2016, the Securities and Exchange Board of India Circular No. CFD/DIL3/CIR/2017/21 dated 10th March, 2017 (as amended from time to time) ("SEBI Circular"), (to the extent applicable), the observation letters issued by each of the BSE Limited and the National Stock Exchange of India Limited dated 29th December 2021 respectively and subject to any provision of any other Applicable law / statute and in accordance with the relevant clauses of the Memorandum of Association and Articles of Association of the Company and subject to the approval of the Hon'ble National Company Law Tribunal, Ahmedabad Bench ("NCLT" or "Tribunal") and approval of such other Regulatory / Statutory / Government authority(ies), as may be necessary or as may be directed by the NCLT or such other competent authority(ies), as the case may be, approval of the Equity Shareholders of the Company be and is hereby accorded to the proposed Scheme of Amalgamation of Resinova Chemie Limited and Astral Biochem Limited with Astral Limited and their respective Shareholders and Creditors.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter called the 'Board', which term shall be deemed to include any person (s) authorized and / or Committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this Resolution), be and are hereby authorized to do all such acts, deeds, matters and things, as may be considered

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requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, (including withdrawal of the Scheme), which may be required or directed by the NCLT while sanctioning the Scheme or by any authorities under law or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as the board of directors may deem fit and proper."

TAKE FURTHER NOTICE THAT since this Meeting is held, pursuant to the Order passed by the NCLT and in compliance with the MCA Circulars, through VC/OAVM, physical attendance of the equity shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the equity shareholders will not be available for the present Meeting and hence, the Proxy Form and Attendance Slip are not annexed to this Notice. However, in pursuance of Section 113 of the Companies Act, authorized representatives of institutional/corporate shareholders may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC/OAVM facility and e-voting during the Meeting provided that such equity shareholder sends a scanned copy (PDF/JPG Format) of its board or governing body resolution/authorization etc., authorizing its representative to attend the Meeting through VC/OAVM on its behalf, vote through e-voting during the Meeting and/or to vote through remote e-voting.

TAKE FURTHER NOTICE that

1. in compliance with the provisions of (i) MCA Circulars; (ii) SEBI Circular; (iii) Sections 108 and 230 of the Companies Act read with the rules framed thereunder and Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, Astral has provided the facility of voting by remote e-voting and e-voting at the Meeting so as to enable the equity shareholders, which includes the Public Shareholders (as defined in the Notes below), to consider and approve the Scheme by way of the aforesaid resolution. Accordingly, voting by equity shareholders of Astral to the Scheme shall be carried out only through remote e-voting and e-voting at the Meeting.
2. in compliance with the aforesaid MCA Circulars and the Order passed by NCLT, (a) the aforesaid Notice, (b) the Scheme, (c) the explanatory statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other applicable provisions of Companies Act and the rules made thereunder, and (d) the enclosures as indicated in the Index (collectively referred to as "Particulars"), are being sent (i) through electronic mode to those equity shareholders whose e-mail IDs are registered with Bigshare Services Pvt Ltd. ("Bigshare")/ Depositories/Astral and (ii) through registered post or speed post or courier, physically to those equity shareholders who have not registered their e-mail ids with Bigshare/Depositories Astral. The aforesaid Particulars are being sent to all the equity shareholders whose names appear in the register of members/list of beneficial owners as on Monday, 31st January, 2022.
3. the equity shareholders may note that the aforesaid Particulars will be available on Astral websitewww.astralpipes.comwebsites of the Stock Exchanges i.e. BSE Limited and the National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.comrespectively, and on the website of Central Depository Services (India) Limited ("CDSL") at www.evotingindia.com
4. copies of the aforesaid Particulars can be obtained free of charge, between 11.00 a.m. to 1.00 p.m. on all working days, at the registered office of Astral, up to the date of the Meeting, at "Astral House", 207/1, Bh. Rajpath Club, Off SG Highway, Ahmedabad - 380 059, Gujarat, India, or from the office of its advocates, Mrs. Swati Saurabh Soparkar, 301, Shivalik 10, Opp. SBI Zonal Office, S.M. Road, Ambawadi, Ahmedabad-380015, Gujarat, India.
5. Astral has extended the remote e-voting facility for its equity shareholders, which includes the Public Shareholders, to enable them to cast their votes electronically. The instructions for remote e-voting and evoting at the Meeting are appended to the Notice. The equity shareholders, which includes the Public Shareholders, opting to cast their votes by remote e-voting and voting during the Meeting through VC/ OAVM are requested to read the instructions in the Notes below carefully. In case of remote e-voting, the votes should be cast in the manner described in the instructions from Monday, 28th March, 2022 (9:00 a.m. IST) to Thursday, 31st March, 2022 (5:00 p.m. IST);
6. the NCLT has appointed Mr. Lokesh Dave, Practising Company Secretary and in his absence, Mr. Prashant Patel, Advocate to be the Chairman of the Meeting including for any adjournment or adjournments thereof;
7. one independent director of Astral and the auditor (or his authorized representative who is qualified to be an auditor) of Astral shall be attending the Meeting through VC/OAVM;
8. Ms. Monica Kanuga, Practicing Company Secretary (FCS : 3868; CP No. 2125) has been appointed as the scrutinizer to scrutinize the e-voting during the Meeting and remote e-voting process in a fair and transparent manner;
9. the scrutinizer shall after the conclusion of e-voting at the Meeting, first download the votes cast at the Meeting and thereafter unblock the votes cast through remote e-voting and shall make a consolidated scrutinizer's report of the total votes cast in favour or against, invalid votes, if any, and whether the resolution has been carried or not, and submit his combined report to the Chairman of the Meeting. The scrutinizer will also submit a separate report with regard to the result of the remote e-voting and e-voting at

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