Transpek Industry Limited

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1 Transpek Indury Limited Regiered Office 6 Floor, Marble Arch, Ph , , , Race Course Circle, Vadodara Fax fd@transpek.com FORM DPT 1 CIRCULAR OR CIRCULAR IN THE FORM OF ADVERTISEMENT INVITING DEPOSITS [Pursuant to section 73 (2) (a) and section 76 and Rule 4(1) and 4(2) of e Companies 1.General Information (Acceptance of Deposits) Rules, 2014] a. Name of Company TRANSPEK INDUSTRY LTD. b. c. d. CIN L23205GJ1965PLC Address, website and oer contact details Date of Incorporation of e Company Business carried on by e Company and its subsidiaries wi e details of branches or units, if any ; Brief particulars of Management of e Company ; 6 Floor, Marble Arch, Race course, Vadodara October, 1965 e. Names, Addresses, DIN and occupations of e Directors Sr. No Shri Ashwin Champraj Shroff (Chairman) Shri Atul Govindji Shroff (Managing Director) Shri Bimal V. Mehta Shri Dipesh Kantisen Shroff Telephone No The Company is carrying on e business of manufacturing and selling indurial chemicals. The factory of e Company is located at Village Ekalbara, Tal. Padra, Di. Vadodara O n , t h e C o m p a n y f o r m e d a w h o l l y o w n e d subsidiary company viz Transpek Indury (Europe) Ltd; U.K. The said company is carrying on e business of pre regiration / regiration of various chemical products produced by NonEU manufacturers under any regulation of European Union. Also, by virtue of e provisions of section 4 (1) (a) of e Companies Act, 1956, Sam Fine O Chem Ltd. (previously known as Sam Finechem Limited) had become a subsidiary company of e Company. The said subsidiary Company is engaged in manufacturing of various Pharmaceutical intermediates. The Company is managed by e Managing Director and Executive Director subject to e superintendence, control and direction of e Board of Directors. Name Address Occupation DIN B15, Theosophical Society, Juhu Road, Juhu, Mumbai House No.1028, At & Po Raipura, Tal Padra Dirict Vadodara , Pushpak Bungalows, Near Taksh Complex, Vasna Road, Vadodara , Hatkesh Coop. Hsg. Society, 6 Nor Sou Road, J.V.P.D. Vile Parle (W), Mumbai Induriali Induriali Executive Director Induriali Dr. Bernd Dill Salisweg 45b, D63454 Hanau, GERMANY. Consultant Shri Ravi A. Shroff Shri Ninad D. Gupte B15, Theosophical Society, Juhu Road, Juhu, Mumbai , Dudhwala Towers, Shreyas Colony, Goregaon (Ea), MUMBAI Induriali Professional Director Shri Nimish U. Patel Smt. Geeta A. Goradia Krishnarpan, Gotri Sevasi Road, At & Po Sevasi Di. Baroda. 12, Kesarbaug, Lane Opp to HDFC Bank, Vasna Road, Vadodara Induriali Induriali Shri Hemant J. Bhatt 401, Indrasan Flats, Opp Training Compound, Fatehgunj, Vadodara Chartered Accountant f Management's perception of risk factors The deposits are accepted by e Company are unsecured and rank pari passu wi oer unsecured liabilities of e Company. The Miniry of Corporate Affairs, Govt. of India has vide its notification no. G.S.R.386 (E) dated 6 June, 2014 allowed companies to accept e deposits from Shareholders wiout insurance contract till 31 March, Accordingly, e Company has not entered into any insurance contract for deposits but as and when such insurance becomes mandatory, e Company would obtain such applicable insurance.

2 g Details of default, including e amount involved, duration of default and present atus, in repayment of The Company has not defaulted in repayment of i. atutory dues; ii. debentures and intere ereon; iii. loan from any bank or financial initution and intere ereon. Note The Company has not issued any debentures 2. Particulars of e Deposit Scheme a. Date of passing of Board Resolution; 18 September, 2014 b. Date of passing of resolution in e general meeting auorising invitation of such deposits; 18 September, 2014 c. Type of Deposits, i.e. wheer secured or unsecured Unsecured d. Amount which e Company can raise by way of Upto Rs Lacs, being 25% of aggregate of Paid up Share Capital and Free Reserves of e Company on e basis of audited annual accounts deposits as per e Act and e rules made ereunder for e year ended 31 March, d. The aggregate of deposits actually held on e la date of immediately preceding Financial Year i.e. 31 March, Particulars From Shareholders From Public Total & as on date of issue of e circular or advertisement 18 September, 2014 Particulars From Shareholders From Public Total (Rs.in Lacs) , , The deposits accepted upto 31 March, 2014 and intere ereon will be repaid to e depositors on or before 31 March, The amount of deposits proposed to be raised under e Companies Act, 2013 and Companies (Acceptance of Deposit) Rules, 2014 Amount of deposit repayable wiin e next twelve mons. From Shareholders only Rs Lacs Rs Lacs e. Terms of Raising of Deposits Duration, Rate of Intere, mode of payment and repayment Intere Rates are effective on or after 18 September, 2014 (Rs.in Lacs) , , SCHEME A NON CUMULATIVE DEPOSITS Period 1 Year Minimum Deposit (from Shareholders) Amt. Rs 15,000/ RATE OF INTEREST PER ANNUAM 10.00% SCHEME B CUMULATIVE DEPOSITS Period 1 Year Minimum Deposit (from Shareholders) Amt. Rs 15,000/ Maturity Amt Rs. 16,557/ Effective Return P.A % 2 Years 10,000/ 10.25% 2 Years 10,000/ 12,244/ 11.22% 3 Years 5,000/ 10.50% 3 Years 5,000/ 6,824/ 12.16% The Company will accept unsecured Fixed Deposits from its Shareholders only. Any deposit in excess of e minimum acceptable amount covered under e said category shall be in multiples of Rs.1000/ only. Detailed terms and conditions for acceptance/renewal of deposits can be received from e Regiered Office of e Company or from its approved brokers. Deposits shall be treated as deposit from e shareholders if e fir holder of e deposit is a shareholder or a joint shareholder of e Company. PRINCIPAL TERMS AND CONDITIONS GOVERNING UNSECURED FIXED DEPOSIT SCHEME OF THE COMPANY APPLICATION Deposits will be accepted subject to e terms and conditions specified in e prescribed application form which is available at e Regiered Office of e Company or from its approved brokers. The Company's prescribed application form duly filled in, along wi necessary remittance should be sent to e Company's Regiered Office situated at 6 Floor, Marble Arch, Race Course, Vadodara

3 The amount of e deposit should be remitted by an Account Payee cheque/draft payable at Vadodara and drawn in favour of Transpek Indury Limited Fixed Deposit Scheme. No outation cheques/drafts will be accepted. The minimum amount of deposit acceptable under e non cumulative and cumulative schemes is Rs.15,000/, Rs.10,000/ and Rs.5,000 / respectively for one year, two years and ree years. Any deposit in excess of e minimum acceptable amount covered under e above categories shall be in multiple of Rs.1000/ only. The Company will not entertain any reque for change of scheme once selected. Where e scheme choice is not indicated in e application form (cumulative/noncumulative), e deposit will be treated as placed under e noncumulative scheme. Deposits will not be accepted from nonresident Indians and foreign nationals, unregiered trus, partnership firms etc. Applications from minors are acceptable, provided e application forms are signed by eir natural guardians on eir behalf. Depositors should mention eir share ledger folio number or DPID/CLID on e application forms. In e event of dea of e fir named depositor, all payments on account of principal and/or intere will be made to e fir of e joint holders in order of e survivors on production of e dea certificate, wiout reference to e heirs and/or legal representatives of e deceased depositor. In any oer case, it will be necessary for e legal representative of e deceased depositor to produce Succession Certificate/Letters of Adminiration/Probate of e Will etc. to e satisfaction of e Company. Individual depositors, singly or jointly, can nominate any person (major or minor rough FNG) under e nomination facility. In e event of e dea of all e Depositor/s, e deposits shall ve in e nominee. Power of Attorney holder or a guardian applying on behalf of a minor cannot nominate and in at case, proper indemnity mu accompany such reques for repayment of Fixed Deposits. FIXED DEPOSIT RECEIPTS Fixed Deposit Receipts will be issued to e depositors from e Company's Regiered Office situated at Vadodara wiin a period of 21 days from e date of deposit. The Fixed Deposit Receipt is nontransferable. The Company will not accept or recognise any lien or assignment of e deposit and/or intere ereon. In e event of loss or deruction or mutilation of a Fixed Deposit Receipt, e Company may, in its sole discretion, issue a duplicate receipt on such reasonable terms as to indemnity or oerwise as it may ink fit. All expenses incurred in is connection will be borne by e depositor/s. INTEREST Intere will be calculated from e date of realization of e cheque/draft in e Company's Bank Account. Intere under non cumulative deposit scheme shall be payable on quarterly basis on 31 March, 30 June, 30 September and 31 December for 3 years categories of deposits and on half yearly basis on 31 March and 30 September for 1 and 2 years categories or on e date of maturity of deposits. In e case of cumulative deposit scheme, compounding of intere will be done 'quarterly' and on e date of maturity after taking into consideration e deduction of applicable income tax at source, wherever applicable. Payment of intere will be made by an account payee Intere Warrant drawn on e Company's bank and payable at par at all e branches of e concerned bank in India. The Intere warrants will be sent by Regd. Po/speed po/courier at e regiered address of e depositor/s. Change of address and inruction regarding intere remittance would be given effect in e next payment of intere, if ey are received at lea 30 days in advance of e date of payment duly quoting e Fixed Deposit Receipt Number. Intere will cease to accrue after e date of maturity of e deposits. Excess intere, if any, paid under any circumances, will be recovered from e subsequent payment of intere or from e principal amount. INCOME TAX Tax at e applicable rates and in accordance wi e provisions of Incometax Act, 1961, will be deducted at source from e amount of intere paid and/or credited to a depositor. At present, tax is deductible if e aggregate amount of intere paid or payable during e financial year exceeds Rs.5000/. However, tax will not be deducted if e necessary atement/declaration in Form 15G/15H as required under e Income Tax Act is furnished to e Company in respect of each financial year along wi Photocopy of PAN. If e PAN is not received, taxwill be deducted at e applicable rate. Tax deducted due to non compliance wi is condition will not be refunded under any circumances. RENEWAL/REPAYMENT OF DEPOSITS The Company reserves e right not to repay a deposit before e date of maturity. In case of premature widrawals, repayment of deposit amount and intere will be governed by e Companies (Acceptance of Deposit) Rules, 2014 and amendments ereto. The Deposit Receipt duly discharged on a revenue amp should be sent to e Company 30 days before e date of maturity to enable e Company to renew or refund e deposits as e case may be on e due date. For renewals, a fresh application form duly filled in should accompany e discharged Fixed Deposit Receipt. Repayment of principal amounts will be made by an Account Payee cheque/draft/warrant drawn on any bank. It is not obligatory on e part of e Company to give notice or advance intimation about e due date of e Renewal or Repayment of e deposit. Where e due date for any payment falls on a day on which e Regiered Office of e Company is closed or on a Bank holiday, e payment will be made on e next working day. JOINT DEPOSITS Deposits will be accepted in joint names not exceeding TWO. The fir named depositor will be regarded as e beneficial owner of e deposits and will be treated as e payee for e purpose of deducting tax u/s. 194A of e Incometax Act, In e case of deposits in joint names, all correspondence, payment of intere and repayment of e fixed deposit will be made to e person whose name appears fir on e Deposit Receipt.

4 GENERAL The Company reserves e right(s) To accept deposit only for such periods as it may decide from time to time. To reject any application for a fresh deposit or for renewal wiout assigning any reason. To repay e deposit prematurely before e due date. Fixed Deposit will be subject to Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time and any oer rules or regulations prescribed by e Central Government or e Reserve Bank of India or any oer atutory body. The brokerage will be paid only to e approved brokers of e Company. Disputes arising out of acceptance of deposits are subject to Vadodara jurisdiction only. The forms having incomplete information will not be accepted and e remittance will be returned to e prospective depositors, wiin reasonable time. In e case of deposits made under Power of Attorney; e relevant Notarised Power of Attorney mu be lodged wi e Company at e time of application. All e correspondence for change of name, address, loss of Fixed Deposit Receipt/Intere Warrant etc., should be addressed to TRANSPEK INDUSTRY LIMITED FIXED DEPOSIT SECTION TH 6 FLOOR, MARBLE ARCH, RACE COURSE CIRCLE, VADODARA , GUJARAT MONDAY TO FRIDAY (9.00 TO HRS.) (EXCEPT ON BANK/PUBLIC HOLIDAYS) The Company has conituted e Stakeholders Relationship Committee of Directors auorised by e Board of e Directors of e Company for taking actions to redress e akeholders' grievances. All complaints/grievances may be sent to e Company Secretary, Transpek Indury Limited, 6 Floor, Marble Arch, Race Course, Vadodara f. Proposed time schedule mentioning e date of opening of e scheme and e time period for which e circular or advertisement is valid This scheme is applicable on e date on which e shareholders of e Company will approve e same. The circular issued under e scheme is valid until e expiry of six mons from e date of closure of e financial year in which it is issued or until e date on which e financial atement is laid before e Company in annual general meeting or, where e annual general meeting for any year has not been held, e late day on which at meeting should have been held in accordance wi e provisions of e Companies Act, 2013 whichever is earlier. This circular for acceptance of Fixed Deposits from e members of e Company is on e basis of audited annual accounts for e year ended 31 March, 2014, which are laid before e Shareholders at eir Annual General Meeting held on 18 September, 2014 and is valid upto e date of e next Annual General Meeting to be held on or before 30 September, g. Reasons or objects of raising e deposit The object of raising e deposit is to augment e working capital base of e Company for running its business activities. h. Credit Rating obtained; name of e credit rating agencies, rating obtained, meaning of e rating obtained, date on which rating was obtained The Company has availed credit rating from CRISIL Rating on 08/10/2014. The rating is FA/Stable which means at e degree of Safety regarding timely payment of intere and principal is satisfactory. Changes in circumances can affect such issues more an ose in e higher rated categories. i. Extent of Deposit Insurance; Name of e Insurance Company, terms of e Insurance coverage, duration of coverage, extent of coverage, procedure for claim in case of default etc The Miniry of Corporate Affairs has vide its notification no. G.S.R.386 (E) dated 6 June, 2014 allowed companies to accept deposits from Shareholders wiout insurance contract till 31 March, Accordingly, e Company has not entered into any insurance contract for deposits but as and when such insurance becomes mandatory, e Company would obtain such applicable Deposit Insurance. j. Short particulars of e charge created or to be created for securing such deposits, if any; The Company will be accepting UNSECURED DEPOSITS from e shareholders of e Company and hence creation of charge on deposits is not applicable to e Company. k. Any financial or oer material intere of e directors, promoters or key managerial personnel in such deposits and e effect of such intere in so far as it is different from e intere of oer persons. The terms and conditions including rate of intere decided by e Company for e acceptance of deposits, applicable to all oer depositors are also applicable to Directors, Promoters and Key Managerial Personnel. No specific financial or oer material benefits are provided to em. 3. DETAILS OF ANY OUTSTANDING DEPOSITS Details of aggregate amount of unsecured deposits accepted by e Company upto 31 March, 2014 and intere ereon, as per e en scheme of e Company, are as under a. Amount Outanding (From Public as well as Shareholders) Deposit Rs Lacs (From Shareholders Rs Lacs and From Public Rs Lacs) Intere Rs Lacs (From Shareholders Rs Lacs and From Public Rs Lacs) b. Date of Acceptance Upto 31 March, 2014 c. Total Amount accepted Rs Lacs d. Rate of Intere As per e scheme approved by e Board of Directors at its meeting held on e. Total number of Depositors 5051 Shareholders 1119 f. Public 3932 Default, if any, in repayment of deposits and payment of intere ereon, if any, including number of depositors, amount and duration of default involved and Any waiver by e depositors, of intere accrued on deposits; g. The Company has not made any default in repayment of deposits and payment of intere ereon. No Depositor has waived any intere accrued on e deposits.

5 4. FINANCIAL POSITION OF THE COMPANY a.profit of e Company before and after making provision for tax for e ree financial years immediately preceding e date of issue of circular or advertisement and b.dividends declared by e Company in respect of e said ree financial years; intere coverage ratio for la ree years (Cash profit after tax plus intere paid or intere paid). FINANCIAL HIGHLIGHTS Paticulars Total Income Profit / (Loss) Before Tax Profit / (Loss) After Tax Fixed Assets (Net) Shareholder's Fund Dividend on Equity shares Intere Coverage Ratio EQUITY AND LIABILITIES Share Capital Reserves and Surplus Longterm borrowings Deferred tax liabilities (Net) Longterm provisions Shortterm borrowings Trade payables Oer current liabilities Shortterm provisions TOTAL , , , , , , , , , , , , CASH FLOW STATEMENT For e year ended March 31, 2014, March 31, 2013, March 31, 2012 A. Cash Flow from Operating Activities Profit before exceptional items, prior period items and tax Adjuments for Depreciation/Amortization Loss/(Profit) on disposal of fixed assets Diminution in e carrying amount of Long Term Invements Intere received Dividend received Intere Expense Operating Profit before working capital changes Adjuments for (Increase)/Decrease in Loans and Advances (Increase)/Decrease in Trade receivables (Increase)/Decrease in Inventories (Increase) in Oer Current Assets (Increase)/Decrease in Trade Payables (Increase)/Decrease in Oer Liabilities and Provisions Cash generated from Operations Less Direct taxes paid Cash flow before extraordinary items Prior Period Adjuments (Oer an taxation) Net cash from Operating Activities (A) , , , , % , , , , , , ASSETS Fixed Assets Tangible Assets Intangible Assets Capital Work in Progress Non Current Invements Long term loans & advances Inventories Trade Receivables Cash and Bank Balances Shortterm loans and advances Oer current assets TOTAL (47.36) (241.31) 1, (390.84) ( ) (347.45) (20.90) (179.56) , , , , , % 1.96 For e year ended March 31, , , (1,248.31) ( ) (13.29) (63.13) (210.95) 1, ( ) (40.26) (294.18) , (1,248.31) (1,031.85) 9, , c. A summary of e financial position of e Company as in e ree Audited Balance sheets immediately preceding e date of issue of circular or advertisement , , , , , (732.78) , , , , , d. Audited Cash Flow Statement for e ree years immediately preceding e date of issue of circular or advertisement (107.32) (71.57) (113.88) 1, (34.05) (668.38) (133.29) , , , , , (104.82)

6 C, CASH FLOW STATEMENT For e year ended March 31, 2014, March 31, 2013, March 31, 2012 B. Cash Flow from Inveing Activities Purchase of fixed assets Proceeds from sale of fixed assets Purchase of Invement Decrease/ (Increase) in fixed deposits wi a maturity period of more an 90 days Intere received Dividend received Net cash used in Inveing Activities (B) Cash Flow from Financial Activities Receipt of Borrowings (net) Repayment of Borrowings Intere Paid Dividend Paid Dividend diribution Tax paid Net cash used Financing Activities (C) Net Increase in cash and cash equivalents (A+B+C) Cash and cash equivalents at e beginning of e year Cash and cash equivalents at e end of e year Components of Cash & Cash Equivalents Cash on hand Balances wi scheduled banks On Current Accounts On unclaimed intere on fixed deposit account On margin money accounts On deposit accounts On unclaimed dividend account On Right issue application money account Cash and Cash equivalents as per Note No 17. Less Fixed deposits not considered as cash equivalents Cash and cash Equivalents as per Cash Flow Statement ( ) ( ) (175.61) (29.94) ( ) (32.43) Notes The Cash flow atement has been prepared under e Indirect meod as set out in Accounting Standard 3 on Cash Flow Statements notified under Companies (Accounting Standard) Rules, Figures in e brackets represent cash outflow. Previous year's figures have been regrouped/reclassified, wherever necessary to conform to e current year's classification For e year ended March 31, (928.74) (17.01) (625.41) (887.03) (334.01) (796.93) (882.94) ( ) (2.62) 0.00 ( ) (802.81) (521.61) (810.83) (952.80) (232.55) (38.10) ( ) e. Any change in accounting policies during e la ree years and eir effect on e profits and e reserves of e Company The Company has not changed its accounting policies during e la ree years. 5. DECLARATIONS The Directors hereby declare at a) The Company has not defaulted in e repayment of deposits accepted eier before or after e commencement of e Act or payment of intere ereon; b) The board of Directors have satisfied emselves fully wi respect to e affairs and prospects of e Company and at ey are of e opinion at having regard to e eimated future financial position of e company, e company will be able to meet its liabilities as and when ey become due and at e company will not become insolvent wiin a period of one year from e date of issue of e circular or advertisement; The Company has complied wi e provisions of e Act and e rules made ereunder; c) d) e) f) g) h) The compliance wi e Act and e rules does not imply at repayment of deposits is guaranteed by e Central Government; The deposits accepted by e Company before e commencement of e Act will be repaid along wi intere on or before 31 March, 2015 and until ey are repaid, ey shall be treated as unsecured and ranking pari passu wi oer unsecured liabilities; In case of any adverse change in credit rating, depositors will be given a chance to widraw deposits wiout any penalty. The deposits shall be used only for e purposes indicated in e circular or circular in e form of advertisement; The deposits accepted by e company are unsecured and rank pari passu wi oer unsecured liabilities of e Company. By Order of e Board For Transpek Indury Limited Date 8/10/2014 S.K.Solanki Place Vadodara Vice President & Company Secretary

Transpek Industry Limited

Transpek Industry Limited Transpek Indury Limited Regiered Office 6 Floor, Marble Arch, Ph. +91 265 2335444, 2342262, 2334141, 2335757 Race Course Circle, Vadodara - 390 007. Fax 2335758 E-mail fd@transpek.com FORM DPT 1 - CIRCULAR